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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

FORM 10-K

 

(Mark one)

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

For the fiscal year ended December 31, 2024

or

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

Commission File Number: 001-16503

 

img114029682_0.jpg

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

 

Securities registered pursuant to Section 12(g) of the Act: None

 

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes ☑ No ☐

Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. Yes ☐ No ☑

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 and post such files). Yes ☑ No ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer or a smaller reporting company. See the definitions of ‘large accelerated filer’, ‘accelerated filer’ and ‘smaller reporting 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 has filed a report on and attestation to its management’s assessment of the effectiveness of its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm that prepared or issued its audit report. ☑

If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of the registrant included in the filing reflect the correction of an error to previously issued financial statements. ☐

Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-based compensation received by any of the registrant’s executive officers during the relevant recovery period pursuant to §240.10D-1(b). ☐

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

The aggregate market value of the voting common equity held by non-affiliates of the Registrant, computed by reference to the last reported price at which the Registrant’s common equity was sold on June 30, 2024 (the last day of the Registrant’s most recently completed second quarter) was $26,561,578,541.

As of February 19, 2025, there were outstanding 99,692,639 ordinary shares, nominal value $0.000304635 per share, of the Registrant.

DOCUMENTS INCORPORATED BY REFERENCE

Portions of Part III will be incorporated by reference in accordance with Instruction G(3) to Form 10-K no later than 120 days after the end of the Company’s fiscal year.

 

 

 

WILLIS TOWERS WATSON PUBLIC LIMITED COMPANY

INDEX TO FORM 10-K

For the year ended December 31, 2024

 

 

 

Page

Certain Definitions

 

1

 

 

 

 

 

Disclaimer Regarding Forward-looking Statements

 

2

 

 

 

 

 

PART I.

 

 

 

 

Item 1

 

Business

 

3

 

 

 

 

 

Item 1A

 

Risk Factors

 

16

 

 

 

 

 

Item 1B

 

Unresolved Staff Comments

 

40

 

 

 

 

 

Item 1C

 

Cybersecurity

 

40

 

 

 

 

 

Item 2

 

Properties

 

41

 

 

 

 

 

Item 3

 

Legal Proceedings

 

42

 

 

 

 

 

Item 4

 

Mine Safety Disclosures

 

42

 

 

 

 

 

PART II.

 

 

 

 

Item 5

 

Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities

 

43

 

 

 

 

 

Item 6

 

[RESERVED]

 

46

 

 

 

 

 

Item 7

 

Management’s Discussion and Analysis of Financial Condition and Results of Operations

 

47

 

 

 

 

 

Item 7A

 

Quantitative and Qualitative Disclosures About Market Risk

 

68

 

 

 

 

 

Item 8

 

Financial Statements and Supplementary Data

 

71

 

 

 

 

 

Item 9

 

Changes in and Disagreements with Accountants on Accounting and Financial Disclosure

 

126

 

 

 

 

 

Item 9A

 

Controls and Procedures

 

126

 

 

 

 

 

Item 9B

 

Other Information

 

128

 

 

 

 

 

Item 9C

 

Disclosure Regarding Foreign Jurisdictions that Prevent Inspections

 

129

 

 

 

 

 

PART III.

 

 

 

 

Item 10

 

Directors, Executive Officers and Corporate Governance

 

130

 

 

 

 

 

Item 11

 

Executive Compensation

 

130

 

 

 

 

 

Item 12

 

Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters

 

130

 

 

 

 

 

Item 13

 

Certain Relationships and Related Transactions, and Director Independence

 

130

 

 

 

 

 

Item 14

 

Principal Accounting Fees and Services

 

130

 

 

 

 

 

PART IV.

 

 

 

 

Item 15

 

Exhibits and Financial Statement Schedules

 

131

 

 

 

 

 

Item 16

 

Form 10-K Summary

 

137

 

 

 

 

 

Signatures

 

138

 

 

 

Certain Definitions

The following definitions apply throughout this Annual Report on Form 10-K unless the context requires otherwise:

 

‘We’, ‘Us’, ‘Company’, ‘WTW’, ‘Willis Towers Watson’, ‘Our’, or ‘Willis Towers Watson plc’

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

‘Legacy Willis’ or ‘Willis’

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

‘Legacy Towers Watson’ or ‘Towers Watson’

Towers Watson & Co. and its subsidiaries

‘TRANZACT’

TZ Holdings, Inc. and its subsidiaries, including MG LLC (doing business as TRANZACT)

 

 

 

‘U.S.’

 

United States

 

‘U.K.’

 

United Kingdom

‘Brexit’

 

The United Kingdom’s exit from the European Union, which occurred on January 31, 2020.

‘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

 

1

 

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 or certain considerations relating to our future results. All statements, other than statements of historical facts, that address activities, events or developments that we expect or anticipate may occur in the future, including such things as: our outlook; the potential impact of natural or man-made disasters like health pandemics and other world health crises; future capital expenditures; ongoing working capital efforts; future share repurchases; financial results (including our revenue, costs or margins) and the impact of changes to tax laws on our financial results; existing and evolving business strategies; our ability to execute strategic transactions, including both acquisitions and dispositions, including our ability to receive adequate consideration or any earnout proceeds in return for any dispositions or integrate or manage acquired businesses or effect internal reorganizations; incremental risks relating to the transitional arrangements in effect subsequent to our previously-completed sale of TRANZACT; demand for our services and competitive strengths; strategic goals; the benefits of new initiatives; growth of our business and operations; the sustained health of our product, service, transaction, client, and talent assessment and management pipelines; our ability to successfully manage ongoing leadership, organizational and technology changes, including investments in improving systems and processes; our recognition of future impairment charges; and plans and references to future successes, including our future financial and operating results, short-term and long-term financial goals, plans, objectives, expectations and intentions, including with respect to free cash flow generation, adjusted net income, adjusted operating margin and adjusted earnings per share, 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 the Company’s 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.

A number of risks and uncertainties that could cause actual results to differ materially from the results reflected in these forward-looking statements are identified under ‘Risk Factors’ in Item 1A of this Annual Report on Form 10-K. These statements are based on assumptions that may not come true and are subject to significant risks and uncertainties.

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 Annual Report on Form 10-K, 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.

2

 

PART I.

ITEM 1. BUSINESS

The Company

WTW is a leading global advisory, broking and solutions company that provides data-driven, insight-led solutions in the areas of people, risk and capital. Utilizing the global view and local expertise of our approximately 49,000 colleagues serving more than 140 countries and markets, we help organizations sharpen strategies, enhance resilience, motivate workforces and maximize performance. 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. Working closely with our clients, we uncover opportunities for sustainable success.

Our clients operate on a global and local scale in a multitude of businesses and industries throughout the world and generally range in size from large, major multinational corporations to middle-market domestic and international companies. Our clients include many of the world’s leading corporations, including approximately 96% of the FTSE 100, 89% of the Fortune 1000, and 90% of the Fortune Global 500 companies. We also advise the majority of the world’s leading insurance companies. We work with major corporations, emerging growth companies, governmental agencies and not-for-profit institutions in a wide variety of industries, with many of our client relationships spanning decades. None of the Company’s clients individually represented more than 10% of its consolidated revenue for each of the years ended December 31, 2024, 2023 and 2022. We place insurance with approximately 2,500 insurance carriers, none of which individually accounted for a significant concentration of the total premiums we placed on behalf of our clients in 2024, 2023 or 2022.

Available Information

The Company files annual, quarterly and current reports, proxy statements and other information with the SEC. The SEC maintains a website that contains annual, quarterly and current reports, proxy statements and other information that issuers (including WTW) file electronically with the SEC. The SEC’s website is www.sec.gov.

The Company makes available, free of charge through our website, www.wtwco.com, our Annual Report on Form 10-K, our quarterly reports on Form 10-Q, our proxy statement, current reports on Form 8-K and Forms 3, 4, and 5 filed on behalf of directors and Section 16 officers, as well as any amendments to those reports filed or furnished pursuant to the Securities Exchange Act of 1934 (the ‘Exchange Act’) as soon as reasonably practicable after such material is electronically filed with, or furnished to, the SEC. Unless specifically incorporated by reference, information on our website is not a part of this Form 10-K.

The Company’s Memorandum and Articles of Association, Corporate Governance Guidelines, Audit Committee Charter, Risk and Operational Oversight Committee Charter, Human Capital and Compensation Committee Charter, and Corporate Governance and Nominating Committee Charter are available on our website, www.wtwco.com, in the Investor Relations section, or upon request. Requests for copies of these documents should be directed in writing to the Company Secretary c/o Office of General Counsel, Willis Towers Watson Public Limited Company, Brookfield Place, 200 Liberty Street, New York, NY 10281.

General Information

WTW offers its clients a broad range of services and solutions to help them to identify and control their risks, and to enhance business performance by improving their ability to attract, retain and engage a talented workforce. Our risk control services range from strategic risk consulting (including providing actuarial analysis) to a variety of due diligence services, to the provision of practical on-site risk control services (such as health and safety or property loss control consulting), as well as analytical and advisory services (such as hazard modeling and climate risk quantification). We assist clients in planning how to manage 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 our clients 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 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.

3

 

We derive the majority of our revenue from either commissions or fees for brokerage or consulting services. We do not determine the insurance premiums on which our commissions are generally based. Commission levels generally follow the same trend as premium levels as they are derived from a percentage of the premiums paid by the insureds. Fluctuations in these premiums charged by the insurance carriers can therefore have a direct and potentially material impact on our results of operations. Our fees for consulting services are spread across a variety of complementary businesses that generally remain 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.

Business Strategy

We believe that a unified and integrated approach to advisory, broking and solutions can be a path to growth for organizations around the world. We harness our collective power as ‘One WTW’ to make smart connections to serve and support our clients.

We operate in attractive markets – both growing and mature – with a diversified platform across industries, segments and businesses globally.

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

We believe we can achieve this through executing on our three objectives:

•
Accelerate performance: By executing on the segment growth strategies to strengthen business fundamentals, advance innovative solutions and capitalize on our global footprint.
•
Enhance efficiency: By having a continuous improvement mindset, delivering operating leverage in our segments and leveraging WTW Enterprise Delivery Organization (WE DO) to focus on right work, right place, right tools and real estate optimization.
•
Optimize portfolio: By intentionally managing our portfolio through inorganic and organic investment in areas of strength and deepen our large and high-growth businesses with strategic investments in corporate risk and broking, health and benefits and wealth. Also, by divesting businesses that are no longer a strategic fit or do not have our desired financial profile.

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

Through this strategy, we aim to grow revenue, improve margins and increase free cash flow, EBITDA and earnings. In turn, we’ll be able to fulfill our shared company purpose – We transform tomorrows.

We care as much about how we work as we do about the impact that we make. This means commitment to our shared purpose and values, a framework that guides how we run our business and serve clients. Our values of client focus, teamwork, integrity, respect and excellence underlie all that we do, and how we behave and interact with each other, our clients and our partners.

For more information about risks to our strategic plans, see Part I, Item 1A Risk Factors of this Form 10-K.

Principal Services

We manage our business across two integrated reportable operating segments: Health, Wealth & Career and Risk & Broking. Below are the percentages of revenue generated by each segment for each of the years ended December 31, 2024, 2023 and 2022. These percentages exclude revenue that has been classified as discontinued operations in our consolidated statements of comprehensive income.

 

 

 

Year ended December 31,

 

 

 

2024

 

 

2023

 

 

2022

 

Health, Wealth & Career

 

 

59

%

 

 

60

%

 

 

60

%

Risk & Broking

 

 

41

%

 

 

40

%

 

 

40

%

The following presents descriptions of our segments:

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 support the interrelated challenges that the management teams of our clients face across human resources (‘HR’) and finance.

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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.

Health

The Health & Benefits (‘H&B’) business provides strategy and design consulting, plan management service and support, broking and administration across the full spectrum of health, wellbeing and other group benefit programs, including medical, dental, disability, life, voluntary benefits and other coverage. Our reach extends from small/mid-market clients to large-market and multinational clients, across the full geographic footprint of the Company, and to most industries. We can address our clients’ needs in more than 140 countries.

Our consultants help clients make strategic decisions on topics such as optimizing program spend; evaluating emerging vendors, point solutions and coverage options (including publicly-subsidized health insurance exchanges and private exchanges in the U.S.); and dealing with above-inflation-rate increases in healthcare costs. We also assist clients in selecting the appropriate insurance carriers to cover benefit risks and administer the programs. In addition to our consulting and broking services, we manage a number of collective purchasing initiatives, such as pharmacy and stop-loss, that allow employers to realize greater value from third-party service providers than they can achieve on their own.

With Global Benefits Management, our suite of global services supporting medical, dental and risk (e.g., life, disability) programs, we have a tailored offering for multinationals. This offering includes a flexible set of ready-made solutions, proven technology and an integrated approach to service delivery that translates to a globally consistent, high-quality experience for our clients.

A meaningful portion of revenue in this business is from recurring work, though contracts may be annual or multi-year. Given the balance of revenue across consulting, broking and solutions, our revenue is somewhat weighted to the first half of the year.

Wealth

Our wealth-related businesses include Retirement and Investments.

Retirement — Our Retirement business provides actuarial support, plan design, and administrative services for all forms of pension and retirement savings plans. Our colleagues help our clients assess the costs and risks of retirement plans on cash flow, earnings and the balance sheet, the effects of changing workforce demographics on their retirement plans, and retiree benefit adequacy and security. We offer clients a full range of integrated retirement consulting services and solutions to meet the needs of all types of employers. We help multinationals coordinate plan design and actuarial services across their complex global plans. We bring in-depth data analysis and perspective to their decision-making process as we have tracked the retirement designs and financing strategies of companies around the world over many decades.

For clients that want to outsource some or all of their pension plan management, we offer broking services, as well as integrated solutions that can combine investment discretionary management, pension administration, core actuarial services, and communication and change management assistance.

Retirement relationships are generally long-term in nature, and client retention rates for this business are high. A significant portion of the revenue in this business is from recurring work, with multi-year contracts that are driven by the heavily regulated nature of pension plans and our clients’ annual needs for these services.

Investments — Our Investments business provides advice and discretionary investment management solutions to defined benefit and defined contribution pension plans as well as to a range of other client types including insurers, endowments and foundations, and private wealth investors. We provide a solution to a significant business problem faced by our clients, namely sustaining the resources and skills required to deliver a financial services product in highly competitive capital markets. We offer a flexible approach that adapts to a wide range of client needs and circumstances, with the objective of higher returns, lower risk and lower costs within each client’s unique situation.

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

We bring together a broad array of specialist investment knowledge and skills across all asset classes, a high-quality execution platform, a cost advantage through our scale, and expert advisors with experience across all client types from the largest plans in the world to small corporate pension plans.

We have long-term relationships with our Investments clients, with the majority of our revenue driven by retainer contracts.

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Career

Our career-related offerings include advice, data, software and products to address clients’ total rewards and talent issues across the globe delivered through our Work & Rewards and Employee Experience businesses.

Work & Rewards — Within our Work & Rewards business, we help clients determine the best ways to get work done, the skills needed for jobs, and how to reward employees. We address executive compensation and broad-based rewards. We advise our clients’ management and boards of directors on all aspects of executive pay programs, including base pay, annual bonuses, long-term incentives, perquisites and other benefits. Our focus is on aligning pay plans with an organization’s business strategy and driving desired performance. Our solutions incorporate proprietary market benchmarking data and software to support compensation administration.

Employee Experience — Our Employee Experience business focuses on the provision of solutions including employee insight and listening tools, a technology platform that serves as a gateway for employees and plan participants to access their benefits and career information, communication and change management services.

Revenue for our career-related businesses is partly seasonal in nature, with heightened activity in the second half of the calendar year during the annual compensation, benefits and survey cycles. While these businesses enjoy long-term relationships with many clients, work in some parts of the businesses is project-based and can be sensitive to economic changes. The businesses benefit from regulatory changes affecting our clients that require strategic advice, program changes and communication, the redefinition of jobs, work location and career paths as technology disaggregates work, and the recalibration of pay and the employee experience amidst shifting labor markets.

Benefits Delivery & Outsourcing

Our Benefits Delivery & Outsourcing businesses include Benefits Delivery & Administration (‘BDA’) and Global Outsourcing.

Benefits Delivery & Administration — The BDA business includes Individual Marketplace and Benefits Accounts.

Individual Marketplace — Individual Marketplace offers decision support processes and tools to connect consumers with insurance carriers in private individual and Medicare markets. Individual Marketplace serves employer-based populations through its end-to-end consumer acquisition and engagement platforms, which tightly integrate call routing technology, an efficient quoting and enrollment engine, a customer relations management system and deep links with insurance carriers. By leveraging its multiple distribution channels and diverse product portfolio, Individual Marketplace offers solutions to a broad consumer base, helping individuals compare, purchase and use health insurance products, tools and information for life.

Benefits Accounts — Benefits Accounts provides employees and retirees with tax-advantaged medical spending and savings accounts including health savings accounts (‘HSA’), health care flexible spending accounts (‘HCFSA’), dependent care flexible spending accounts (‘DCFSA’), limited purpose flexible spending accounts (‘LPFSA’) and health reimbursement arrangements (‘HRA’). Benefits Accounts is an important component of our holistic solutions suite, allowing employers to choose among an array of funding accounts when offering employees and retirees account-based health plans.

Global Outsourcing — Global Outsourcing administers the health, welfare and retirement plans of clients using our proprietary technology, including tools to enable benefit modeling, decision support, enrollment and benefit choice, records management and self-service functions. Drawing on expertise in H&B and Retirement to create high-performing benefit plan designs, we believe we are well-positioned to help clients of all sizes simplify their benefits delivery, while lowering the total costs of benefits and related administration. Our technology also provides trustees and HR teams with timely management information to monitor activity and service levels and reduce administration costs.

With ongoing servicing requirements and multi-year contracts in place, we have high client retention rates. We provide plan administration services in North America, the U.K., Ireland and Germany.

A significant portion of the revenue in Benefits Delivery & Outsourcing is recurring in nature, driven by either the commissions from the policies we sell, or from long-term service contracts with our clients that typically range from three to five years. Revenue across this business is seasonal and is generally higher in the fourth quarter as it is driven when typical annual enrollment activity occurs.

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Risk & Broking

The Risk & Broking (‘R&B’) segment provides a broad range of risk advice, insurance brokerage and consulting services to clients globally, ranging from small businesses to multinational corporations.

The segment comprises two primary businesses: our Corporate Risk & Broking and our Insurance Consulting and Technology businesses.

Corporate Risk & Broking (‘CRB’)

The CRB business places more than $30 billion of premiums into the insurance markets on an annual basis and delivers integrated global solutions tailored to client needs. This is underpinned by data and analytics through a balanced matrix of global lines of business and local Property and Casualty businesses, across four geographical areas: North America, Great Britain, Western Europe and International. Globally, and across the businesses, our specialized and data-driven approach is underpinned by our risk analytics and climate analytics propositions.

Across all businesses, our experts take an industry-focused approach to risk management and assessment, delivering broader perspectives and data-informed decision making to our clients. Our lines of business include Property and Casualty, Affinity, Risk & Analytics and our specialty global lines of business.

Property and Casualty — Property and Casualty, in each of our geographical areas, provides property and liability insurance brokerage services across a wide range of industries and segments including real estate, healthcare and retail.

Affinity — Through Affinity, we arrange insurance products and services for our affinity client partners to offer to their customers, employees, or members alongside, or in addition to, their principal business offerings.

Risk & Analytics (‘R&A’) — Our R&A offering includes deep expertise on specific client needs. Through the use of holistic analysis, R&A brings value through risk quantification and development of a robust portfolio risk strategy, ultimately delivering a sound financial approach to all clients.

Our specialty global lines of business include:

Aerospace — Aerospace provides specialist expertise to the aerospace and space industries. Our aerospace business provides insurance broking, risk management services, contractual and technical advisory expertise to aerospace clients globally, including the world’s leading airlines, aircraft manufacturers, air cargo handlers and other airport and general aviation companies. The specialist InSpace team is also prominent in providing insurance and risk management services to the space industry.

Construction — Our Construction business provides services that include insurance broking, claims, loss control and specialized risk advice for a wide range of construction projects and activities. Clients include contractors, project owners, public entities, project managers, consultants and financiers, among others.

Global Markets Direct & Facultative — Operating in the major wholesale reinsurance hubs across the globe, including London, Bermuda, Singapore, Hong Kong and Shanghai, solutions are delivered both directly to clients for the most complex property and casualty risks and as facultative reinsurance placements where we serve as an intermediary for insurance companies. Facultative solutions are provided across various classes of risk for our insurer clients, some of which may also be direct clients of WTW. The aim is to deliver optimum results for our clients by getting the right risk to the right market by the right broker, be it local, wholesale or facultative every time.

Financial, Executive and Professional Risks (‘FINEX’) — FINEX encompasses all financial and executive risks, delivering client solutions that range from management and professional liability, employment practices liability, crime, cyber and M&A-related insurances to risk consulting and advisory services. Specialist teams provide risk consulting and risk transfer solutions to a broad spectrum of clients across a multitude of industries, as well as the financial and professional service sectors.

Financial Solutions — Financial Solutions provides insurance broking services and specialized risk advice related to credit and political risk. Clients include international banks, commodity traders, export credit agencies and multinational corporations.

Crisis Management — Our global practice delivers crisis management and contingency risk management to multinational clients, providing comprehensive solutions around terrorism, political violence, accident and health, special crime and active assailant.

Surety — The Global Surety team provides expertise in placing bonds across all industries and around the globe. A surety bond is a financial instrument that guarantees contractual performance, statutory compliance, and financial assurance for domestic and international companies.

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Marine — Marine provides specialist expertise to the maritime and logistics industries. Our Marine business provides insurance broking services related to hull and machinery, cargo, protection and indemnity, fine art and general marine liabilities, among others. Our Marine clients include, but are not limited to, ship owners and operators, shipbuilders, logistics operations, port authorities, traders, shippers, exhibitors and secure transport companies.

Natural Resources — Our Natural Resources practice encompasses the oil, gas and chemicals, mining and metals, power and utilities and renewable energy sectors. It provides sector-specific risk transfer solutions and insights, which include insurance broking, risk engineering, contractual reviews, wording analysis and claims management.

Insurance Consulting and Technology (‘ICT’)

ICT is a global business that provides advice and technology solutions to the insurance industry. We leverage our industry experience, strategic perspective and analytical skills to help clients measure and manage risk and capital, improve business performance and create a sustainable competitive advantage. Our services include software and technology, risk and capital management, products and product pricing, financial and regulatory reporting, financial and capital modeling, M&A, outsourcing and business management.

Human Capital

Colleague experience – Our colleague experience is an important differentiating factor for WTW and a key enabler of our strategy. It is designed to provide colleagues with a strong sense of purpose and belonging where everyone is heard and valued, the opportunity to build great connections with people and leaders, meaningful and interesting work, and opportunities to grow and thrive with recognition and reward in return. This means we strive to foster an inclusive environment where everyone can be their authentic self, where we encourage curiosity, innovation and a continuous improvement mindset and an environment where we are bold in our thinking and care about the impact we have.

Our values, vision, purpose, and Colleague Value Proposition (‘CVP’) — we’re Authentic, Curious and Bold, sets the tone for what to expect at WTW. In addition, our strategic priorities enhance our focus on how to support and improve our colleague experience. We continually build on our CVP through execution of a colleague experience roadmap and a robust portfolio of colleague listening activities to attract, engage and retain the most accomplished and aspiring talent.

Learning & development – We support professional development and personal growth for our talent. Our colleagues take responsibility to develop their expertise, competencies and professional stature, while the Company invests in the tools and opportunities that allow for our colleagues’ continual development. Our digital-first learning approach enables career development for all our colleagues around the world, complemented by business-specific and technical training. Additionally, we offer targeted development programs for early careers, emerging leaders, managers and experienced leaders.

Colleagues – Our success depends on our ability to bring to our clients the most accomplished and aspiring talent in the industry. We provide our colleagues with meaningful long-term careers across our base of full-time (the majority), part-time and seasonal/temporary colleagues to meet the specific needs of our various businesses.

The number of colleagues by segment as of December 31, 2024 is approximated below:

 

 

December 31, 2024 (i)

 

Health, Wealth & Career

 

 

25,700

 

Risk & Broking

 

 

16,500

 

Corporate and Other

 

 

6,700

 

Total Colleagues

 

 

48,900

 

 

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

The number of colleagues by geography as of December 31, 2024 is approximated below:

 

 

December 31, 2024

 

North America

 

 

15,100

 

Europe

 

 

15,200

 

International

 

 

18,600

 

Total Colleagues

 

 

48,900

 

Voluntary turnover excluding TRANZACT colleagues (rolling 12-month attrition) has remained well within target range throughout 2024 (10.9% compared to 10.8% in 2023). Future voluntary turnover trend data will exclude colleagues from our now-divested TRANZACT business, so comparison to prior years’ trends will not be impacted.

8

 

Hiring

•
With turnover remaining within target range, business areas are primarily focusing on targeted hiring campaigns for mid-senior level hires to support growth, future succession planning and/or as part of their location strategy.
•
Hiring into the Early Careers programs remained relatively stable and consistent with 2023. The focus remains on building pipelines of high caliber talent through enhanced employer branding and attraction.

 

Hiring and internal movement statistics, summarized below, consistent with prior years excludes colleagues in TRANZACT as the volumes are material and fluctuate significantly in light of the nature of hiring in that business, which is materially dependent on seasonal colleagues. As discussed in Note 3 — Acquisitions and Divestitures and elsewhere in this Annual Report on Form 10-K, the sale of TRANZACT was completed on December 31, 2024. Because we have historically excluded TRANZACT colleagues from our annual hiring and internal movement statistics, these statistics will remain comparable year-over-year.

•
Hires exceeded 7,800, a decrease of 4% as compared to 2023, primarily attributable to higher-than-typical hiring volumes in 2023 due to Global Service Delivery Center hiring.
•
We continue to have a strong rate of alumni returning to WTW, with rehires representing 7% of total hires in 2024 compared to 6% in 2023.
•
Our continued focus for 2025 will be to increase our global investment in talent across sales and client-facing colleagues.

Inclusion and Diversity (‘I&D’) – Our people strategy guides our actions to make WTW a destination employer for top talent. Our approach to building and sustaining an inclusive and high-performing culture includes a priority focus on:

•
Attraction and retention – Growing the pipeline for talent with a broad range of backgrounds, experiences and perspectives.
•
Development and Promotion – Supporting colleagues in all stages of career development.
•
Culture and Brand – Promoting an inclusive culture and work environment.

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

The following chart reflects global female demographic data and U.S. ethnic and racial demographic data as of December 31, 2024:

 

Colleague Group

All Colleagues

 

Senior Leadership (ii)

Female (global)

55.2%

 

33.6%

Ethnic and racial diversity (U.S. only)

 

 

 

Asian

7.0%

 

5.9%

Black

15.3%

 

1.5%

Hispanic

10.1%

 

2.9%

Other non-white (i)

3.2%

 

1.2%

Total

35.6%

 

11.5%

 

(i)
Other non-white includes American Indian, Native Hawaiian or other Pacific Islander and two or more races.
(ii)
Senior leadership represents 4% of our colleagues and includes those with titles of Managing and Senior Directors.

Our board composition reflects a mix of gender, race, ethnicity, nationality, backgrounds, experiences and skill sets. As of December 31, 2024, 40% of directors identify as female, 10% as LGBT+ and 10% as Black (based on self-identified characteristics). In addition, 75% of our board committee chairs are female and 50% identify as Black or LGBT+. Additionally, 60% of our directors have non-US citizenship.

Total Rewards – We invest significant resources in our most important asset, our colleagues, and having the right total rewards programs to support our colleague experience is an important part of our commitment to being the best company we can be. We offer market competitive rewards in aggregate, aligned to a pay-for-performance culture. Alongside our colleague experience, our total rewards programs position WTW as a magnet for the most accomplished and aspiring talent in the industry.

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Our total rewards comprise a wide array of programs, including pay, benefits, share ownership, wellbeing, workplace flexibility, time off, career development opportunities and other aspects of the work environment. At its core, our total rewards programs are designed to:

•
Attract, engage, retain and develop talent with a broad range of backgrounds, experiences, and perspectives;
•
Improve colleague performance and engagement; and
•
Allow for meaningful choice, where appropriate, to address individual needs.

At WTW, we continually assess our total rewards strategy, considering colleague preferences and striving to invest in rewards that provide the greatest return. Insights gathered from colleague listening activities inform focus areas and adjustments that align with our strategic priorities and colleague experience — helping us offer the right mix of meaningful and competitive programs now and in the future to deliver our strategy. For example, in 2024, we launched an employee share purchase plan in several countries and a new recognition hub, a global platform for appreciation and recognition of colleagues.

Work Styles – We have a flexible and adaptable approach to where colleagues work, aligned to the distinct needs of our businesses and leveraging three distinct working solutions: office-based, hybrid and remote. This framework has flexibility at its core and is based on the principle that the work itself drives where and how the work gets done. In-office interactions are encouraged for all colleagues, with some moving to more frequent and regular in-person collaboration, including minimum in-office requirements in some areas of our business. Our flexibility continues to be a key differentiator for us in the market and is an important part of our ongoing strategy to attract, engage and retain top talent.

The failure to successfully attract and retain qualified personnel could materially adversely affect our results of operations and prospects. For more information see Part I, Item 1A Risk Factors of this Annual Report on Form 10-K.

Competition

We face competition in all fields in which we operate, based on factors including global capability, product breadth, innovation, quality of service and price. We compete with companies such as Aon plc, Arthur J. Gallagher & Co., Brown & Brown Inc., Cognizant Technology Solutions Corporation, Marsh & McLennan Companies, Inc. (‘Marsh & McLennan’) and Robert Half International Inc., as well as with numerous specialty, regional and local firms.

Competition on premium rates has also exacerbated the pressures caused by a continuing reduction in demand in some classes of business. For example, rather than purchase additional insurance through brokers, some insureds have been retaining a greater proportion of their risk portfolios than previously. Industrial and commercial companies increasingly rely upon their own subsidiary insurance companies, known as captive insurance companies, self-insurance pools, risk retention groups, mutual insurance companies and other mechanisms for funding their risks, rather than buy insurance. Additional competitive pressures have arisen and are expected to continue to arise from the entry and expansion of new market participants, such as banks, accounting firms, new brokers and insurance carriers themselves, offering risk management or transfer services.

The human capital and risk management consulting industries are highly competitive. We believe we have developed competitive advantages in providing HR consulting and risk management consulting services. We face strong competition from numerous sources, including from large consulting firms, accounting firms and specialized firms focused on these services as further identified below. See Part I, Item 1A Risk Factors – ‘Demand for our services could decrease for various reasons, including a general economic downturn, increased competition, or a decline in a client’s or an industry’s financial condition or prospects, all of which could substantially and negatively affect us’, for a description of competition-related risks that may affect demand for the Company’s services.

Our largest competitors in the pension consulting industry are Mercer HR Consulting (a Marsh & McLennan company) and Aon plc. In addition, we face vigorous competition from numerous other companies in the global HR consulting industry.

Our major competitors in the insurance consulting and software industry include Milliman, Oliver Wyman (a Marsh & McLennan company), the big four accounting firms (Deloitte LLP, Ernst & Young, PricewaterhouseCoopers, and KPMG), and SunGard. Aon plc, Mercer (a Marsh & McLennan company), Automatic Data Processing and Fidelity are among our largest competitors in the insurance exchange industry. We also compete with the public health insurance exchanges currently run by the U.S. federal and state governments. We also compete with providers of account-based health plans and consumer-directed benefits such as WageWorks and HealthEquity.

The market for our services is subject to change as a result of economic, regulatory and legislative changes, technological developments, and increased competition from established and new competitors. Regulatory and legislative actions, along with continuously evolving technological developments, will likely have the greatest impact on the overall market for our exchange

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products. See Part I, Item 1A Risk Factors – ‘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’ and related risk factors for a description of legal, non-financial/-regulatory and compliance risks to the Company.

We believe the primary factors in selecting an HR consulting or risk management services firm include reputation; the ability to provide measurable increases to shareholder value and return on investment; geographic scope; quality of service; and the ability to tailor services to clients’ unique needs.

With regard to the marketplace for active employee 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, a strong reputation for efficient execution, a provider’s capability in delivering a broad number of configurations to serve various population segments, and an innovative service delivery model and platform.

For our traditional consulting and risk management services and the rapidly evolving exchange products, we believe we compete favorably with respect to these factors.

Regulation

Our business activities are subject to legal requirements and governmental and quasi-governmental regulatory supervision in all countries in which we operate. Also, such regulations may require individual or company licensing to conduct our business activities. While these requirements may vary from location to location, they are generally designed to protect our clients by establishing minimum standards of conduct and practice, particularly regarding the provision of advice and product information, as well as financial criteria. We are also subject to data privacy regulations that apply to health, medical, financial and other types of personal information belonging to our employees, clients and their employees and other third parties across most jurisdictions, including, among others, the E.U. and U.K. General Data Protection Regulations, the Personal Information Protection Law (‘PIPL’) in China and privacy legislation in certain U.S. states, including the California Privacy Rights Act (‘CPRA’). Sustainable investing and environmental, social and governance initiatives continue to be the focus of increased regulatory scrutiny across jurisdictions, with emerging regulation of greenhouse gas emissions and disclosures of their impact on the climate, including in the state of California, final rules adopted by the U.S. Securities and Exchange Commission, and the E.U. Corporate Sustainability Reporting Directive and other regulations across the E.U. Across many jurisdictions we are subject to various financial crime laws and regulations through our activities, activities of associated persons, the products and services we provide and our business and client relationships. Such laws and regulations relate to, among other areas, sanctions and export control, anti-bribery, anti-corruption, anti-money-laundering and counter-terrorist financing. Similarly, we are subject in many jurisdictions to antitrust laws, which are designed to promote robust competition in the markets in which we participate.

Our most significant regulatory regions are further described below:

United States

Our activities in connection with insurance brokerage services within the U.S. are subject to regulation and supervision by state authorities. Although the scope of regulation and form of supervision may vary from state to state, insurance laws in the United States 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 states in which we currently operate is dependent upon our compliance with the rules and regulations promulgated by the regulatory authorities in each of these states. See Part I, Item 1A Risk Factors under the heading ‘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’ for a description of the risks related to our private exchange activities.

Furthermore, certain of our activities are subject to regulation under the Health Insurance Portability and Accountability Act (‘HIPAA’), which is enforced by the Office for Civil Rights within the Department of Health and Human Services. As we implement and expand our direct-to-consumer sales and marketing solutions through our Benefits Delivery & Administration business, 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 Center for Medicare Services).

Certain of our activities are governed by other regulatory bodies, such as investment and securities licensing authorities. Our activities in connection with investment services within the United States are subject to regulation and supervision at both the federal and state levels. At the federal level, certain of our operating subsidiaries are regulated by the SEC through the Investment Company Act of

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1940 and the Investment Advisers’ Act of 1940 and by the Department of Labor through the Employee Retirement Income Security Act, or ERISA. In connection with the SEC regulations, we are required to file certain reports, and are subject to various marketing restrictions, among other requirements. In connection with ERISA regulations, we are limited in the actions we can take for plans for which we serve as fiduciaries, among other matters. Our U.S. investment activities are also subject to certain state regulatory schemes, and some activities also are subject to regulation by the Commodities and Futures Trading Commission under the Commodities Exchange Act.

Our activities in connection with Third Party Administrator (‘TPA’) services in the United States are also subject to regulation and supervision by many state authorities. Licensing requirements and supervision vary from state to state. As with insurance brokerage services, our continuing ability to provide these services in states that regulate our activities is dependent upon our compliance with the rules and regulations promulgated from time to time by the regulatory authorities in each of these states.

United Kingdom

In the U.K., our business is regulated by the Financial Conduct Authority (‘FCA’).

The FCA has a sole strategic objective: to ensure that the relevant markets function well. Its operational objectives are to secure an appropriate degree of protection for consumers, to protect and enhance the integrity of the U.K. financial system, and to promote effective competition in the interests of consumers. The FCA has a wide range of rule-making, investigatory and enforcement powers (including the power to censure and fine) and conducts monitoring visits to assess our compliance with regulatory requirements. In addition, the FCA extended the Senior Managers and Certification Regime (‘SMCR’) which became effective on December 9, 2019 in relation to our U.K. FCA-regulated businesses. The SMCR is designed to drive improvements in culture and governance within financial services firms and to deter misconduct by increasing individual accountability to the FCA.

New regulations and modifications to existing regulations that are specific to the U.K. have and will continue to result in differences from the regulatory requirements of the E.U. See Part I, Item 1A Risk Factors, for a description of Brexit-related risks to the Company.

Furthermore, as a result of Brexit, the WTW Brexit broking solution (the U.K. branch of Willis Towers Watson SA/NV) was required to seek authorization from the FCA as a third country branch. Full authorization was granted by the FCA on September 29, 2023 following completion of the application process. As a result of full FCA authorization, the branch is no longer operating under the FCA’s Temporary Permissions Regime. The branch is therefore subject to requirements in key areas such as SMCR and is also subject to the supervisory oversight of the Belgian Financial Services & Markets Authority.

European Union

In 2005, the European Union Insurance Mediation Directive introduced rules to enable insurance and reinsurance intermediaries to operate and provide services within each member state of the E.U. on a basis consistent with the E.U. single market and customer protection aims. Each E.U. member state in which we operate is required to ensure that the insurance and reinsurance intermediaries resident in their country are registered with a statutory body in that country and that each intermediary meets professional requirements in relation to their competence, good repute, professional indemnity cover and financial capacity. The E.U. issued an additional Insurance Distribution Directive that expands the 2005 directive, and all E.U. member states in which we operate were required to enact the directive and adopt local country laws by October 1, 2018.

Certain of our entities that undertake pension scheme management are subject to MiFID (Markets in Financial Instruments Directive) and MiFIR (the Markets in Financial Instruments Regulation). In addition, revisions to MiFID (‘MiFID II’) took effect in January 2018. These revisions are aimed at strengthening investor protection and improving the function of financial markets. MiFID II imposes a variety of requirements that include, among others, rules relating to product governance and independent investment advice, responsibility of management bodies, inducements, information and reporting to clients, cross-selling, remuneration of staff, and best execution of trades for clients. Further, some of our entities are also authorized and regulated by certain financial services authorities in countries such as Sweden, Ireland, the Netherlands and the U.K.

Other

All companies carrying on similar activities discussed above in a given jurisdiction are subject to regulations which are not dissimilar to the requirements for our operations in the U.S. and U.K. We do not consider these regulatory requirements as adversely affecting our competitive position.

Our failure, or that of our employees, to satisfy the regulatory compliance requirements or the legal requirements governing our activities, can result in disciplinary action, fines, reputational damage and financial harm.

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See Part I, Item 1A Risk Factors, for an analysis of how actions by regulatory authorities or changes in legislation and regulation as well as compliance with evolving laws, including with respect to data privacy and cybersecurity, in the jurisdictions in which we operate may have an adverse effect on our business.

Information about Executive Officers of the Registrant

The executive officers of the Company as of February 25, 2025 were as follows:

Kristy D. Banas (age 51) - Ms. Banas has served as Chief Human Resources Officer and Head of Marketing and Communications since May 1, 2023. Prior to that, she served as Chief Human Resources Officer from August 16, 2021. She also served as the Senior Director, Global Talent Advisor for Human Capital & Benefits from March 2019 to August 2021 and as Senior Director and Head of Global Total Rewards, HR Integration and the HR Business Office from November 2016 to March 2019. From January 2016 to November 2016, Ms. Banas served as Senior Director and Global HR Leader, WTW Operations and Technology. From July 2011 to January 2016, Ms. Banas served as Senior Vice President, Global HR Director for WTW Corporate Functions, and was the Executive HR Sponsor for Global Operations Improvement. Ms. Banas was Vice President and Global HR Partner with XL Capital/XL Global Services/XL Insurance from November 2001 to June 2011. Ms. Banas has a BS in Business Management from Fairfield University and a partial MS in Human Resource Management from the University of Connecticut.

Lucy Clarke (age 58) - Ms. Clarke has served as the President of Risk & Broking at WTW since July 22, 2024. Previously, she served as President of Marsh JLT Specialty and Global Placement from April 2019 to July 2024. Prior to that, Ms. Clarke was with JLT Group for 17 years, holding diverse leadership roles, including CEO of JLT Global Specialty, the insurance and risk arm of the JLT Group, from April 2018 to April 2019. Ms. Clarke holds a bachelor's degree in English and economics from Vanderbilt University. She also serves as President of the Insurance Institute of London.

Alexis Faber (age 47) - Ms. Faber has served as Chief Operating Officer at WTW since August 30, 2021. Previously, she served as Chief Operating Officer for Corporate Risk & Broking from March 2018 to August 2021. Prior to that, Ms. Faber served as Global Head of Financial Lines since January 2016, Head of FINEX for North America since April 2014, Risk Control and Claim Advocacy Practice Leader for North America since July 2012, Chief Operating Officer for Willis North America since August 2009 and as Chief Operating Officer for the Executive Risks practice since September 2006. Prior to that, Ms. Faber served as Regional Finance Officer for North America since July 2004, and as Financial and Operations Controller for Global Specialties, North America since August 2003. Before joining WTW, Ms. Faber worked in investment banking at Schroder Salomon Smith Barney and at Citigroup. Ms. Faber holds a bachelor’s degree in economics from Williams College and an M.B.A from Columbia Business School.

Matthew S. Furman (age 55) - Mr. Furman has served as General Counsel at WTW since January 4, 2016. Previously, Mr. Furman served as Executive Vice President and Group General Counsel at Willis Group Holdings, where he was a member of the Operating Committee since April 2015. From 2007 until March 2015, Mr. Furman was Senior Vice President, Group General Counsel-Corporate and Governance, and Corporate Secretary for The Travelers Companies, Inc. From 2000 until 2007, Mr. Furman was an attorney at Goldman, Sachs & Co. in New York, where he was Vice President and Associate General Counsel in the finance and corporate legal group. Prior to that, he was in private practice, with almost six years’ experience at Simpson Thacher & Bartlett in New York. Mr. Furman also serves as a Trustee of the Jewish Theological Seminary and a Director of the Legal Aid Society. He previously served as a member of the U.S. Securities and Exchange Commission’s Investor Advisory Committee, where he served on the Executive Committee and chaired the Market Structure Subcommittee. He holds a bachelor’s degree magna cum laude from Brown University and a law degree magna cum laude from Harvard Law School.

Julie J. Gebauer (age 63) - Ms. Gebauer has served as Head of Health, Wealth and Career at WTW since January 1, 2022. Previously, Ms. Gebauer served as Head of Human Capital & Benefits at WTW since January 4, 2016 and, prior to that, as Managing Director of Towers Watson’s Talent and Rewards business segment since January 1, 2010. Beginning in 2002, Ms. Gebauer served as a Managing Director of Towers Perrin and led Towers Perrin’s global Workforce Effectiveness practice and the global Towers Perrin-International Survey Research Corporation line of business. Ms. Gebauer was a member of Towers Perrin’s board of directors from 2003 through 2006. She joined Towers Perrin in 1986 as a consultant and held several leadership positions at Towers Perrin, serving as the Managing Principal for the New York office from 1999 to 2001 and the U.S. East Region Leader for the Human Capital Group from 2002 to 2006. Ms. Gebauer is a Fellow of the Society of Actuaries. Ms. Gebauer graduated Phi Beta Kappa and with high distinction from the University of Nebraska-Lincoln with a bachelor’s degree in mathematics and was designated a Chancellor’s Scholar.

Carl A. Hess (age 63) - Mr. Hess has served as Chief Executive Officer at WTW since January 1, 2022 and, prior to that, served as President since August 16, 2021. Mr. Hess was formerly Head of Investment, Risk and Reinsurance from October 27, 2016 to August 16, 2021. Previously, Mr. Hess served as the Co-Head of North America at WTW since January 4, 2016. Prior to that, Mr. Hess served as Managing Director, The Americas of Towers Watson since February 1, 2014, and before that, he served as the Managing Director of Towers Watson’s Investment business since January 1, 2010. Before his service at Towers Watson, Mr. Hess worked in a variety of roles for over 20 years at Watson Wyatt, lastly as Global Practice Director of Watson Wyatt’s Investment business. Mr.

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Hess is a Fellow of the Society of Actuaries and the Conference of Consulting Actuaries and a Chartered Enterprise Risk Analyst. He has a bachelor’s degree cum laude in logic and language from Yale University.

Andrew J. Krasner (age 49) - Mr. Krasner has served as Chief Financial Officer at WTW since September 7, 2021 and co-head of Corporate Development since October 25, 2024. From February 2021 to August 2021, Mr. Krasner served as Chief Financial Officer for Assured Partners. From June 2018 to January 2021, Mr. Krasner was Global Treasurer and Head of M&A of WTW, and from 2012 to June 2018, was Head of M&A, responsible for the M&A, joint venture, divestiture, and strategic investment activity. Mr. Krasner started with Legacy Willis in June 2009 as Senior Vice President, working on the client side with Willis Capital Markets & Advisory between June 2009 to June 2012. Prior to joining WTW, Mr. Krasner was a Principal with Banc of America Securities from October 2003 to June 2009, an Associate with Deutsche Bank from July 2002 to October 2003 and a Senior Associate with PricewaterhouseCoopers from August 1997 to August 2000. Mr. Krasner has a B.S. degree in applied economics and business management and an M.B.A. with distinction from Cornell University. He is also a Certified Public Accountant.

Anne Pullum (age 42) - Ms. Pullum has served as Head of Europe at WTW since August 30, 2021 and co-head of Corporate Development since October 25, 2024. Prior to that, Ms. Pullum served as Head of Western Europe from May 31, 2019 to August 30, 2021 and as the Chief Administrative Officer and Head of Strategy and Innovation since October 27, 2016. Beginning on January 4, 2016, Ms. Pullum served as WTW’s Head of Strategy, where she has played a key role in determining the Company’s strategy and worked across all business segments and functional areas. Previously, Ms. Pullum served as the Head of Strategy for Willis Group since May 2014. Before joining Willis, Ms. Pullum worked at McKinsey & Company, where she served financial services and natural resource clients since October 2010. Prior to that, Ms. Pullum conducted economic research at Greenspan Associates in Washington, D.C. and served as an analyst in the Goldman Sachs Equities Division in London. Ms. Pullum holds an M.B.A. from INSEAD and a bachelor’s degree in international economics from Georgetown University’s School of Foreign Service.

Imran Qureshi (age 54) - Mr. Qureshi has served as Head of North America at WTW since August 30, 2021 and took on the additional role as Head of Integrated & Global Solutions in June 2023. Prior to that, he served as the Co-Leader, U.S. from February 2017 to August 30, 2021. He served as Region Leader, U.S. Midwest from February 2017 to October 2019, and was Market Leader, Greater Chicago and Wisconsin from February 2016 to February 2017. Mr. Qureshi was Managing Consultant of the Chicago office from January 2013 to January 2016, and has been with WTW in other roles since March 1999. Mr. Qureshi is currently a board director at Smithbucklin and The Executives' Club of Chicago. Previously, he was the board chair of the Human Resources Management Association of Chicago, and he served on the M&A Faculty of WorldatWork where he taught M&A and taught the International Benefits Course for the International Foundation of Employee Benefit Plans. In 2004, Mr. Qureshi was honored by Business Insurance magazine as one of ‘40 Under 40 People to Watch’ in the commercial insurance and risk/benefits management services industries. He also has lectured on governance and globalization at The Kellogg School of Management at Northwestern University and The University of Chicago Booth School of Business. Mr. Qureshi holds a bachelor’s degree in pure mathematics and statistics with honors from the University of Manchester in the U.K. and has an actuarial background.

Pamela Thomson-Hall (age 56) - Ms. Thomson-Hall has served as the Head of International at WTW since August 30, 2021. Previously, she served as Head of CEEMEA since July 2018, Managing Director of International since January 2017 and Chief of Staff of International since January 2016. Prior to that, Ms. Thomson-Hall served as Program Director for business integration since September 2014 and before that, as General Counsel of International since April 1999. Prior to joining WTW, Ms. Thomson-Hall worked as a solicitor for Clyde & Co and DLA Piper. Ms. Thomson-Hall holds an LLB from the University College London and completed her LPC at the College of Law.

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Board of Directors

A list of the members of the board of directors of the Company as of this date of this Annual Report on Form 10-K and their principal occupations are provided below:

 

Carl Hess

Dame Inga Beale

Fumbi Chima

Chief Executive Officer

Former Chief Executive Officer of Lloyd’s of London

Former Executive Vice President and Chief Information Officer of Boeing Employees’ Credit Union

Stephen Chipman

Michael Hammond

Jacqueline Hunt

Former Chief Executive Officer of Grant Thornton LLP

Former Chief Executive Officer and Chair, Lockton International Holdings Ltd.

Former Chief Executive Officer of Prudential UK, Europe and Africa

Paul Reilly

Michelle Swanback

Paul Thomas

Executive Chair of the Board and former Chief Executive Officer of Raymond James Financial

Former Chief Executive Officer, TTEC Engage, and President of TTEC Holdings, Inc.

Former Chief Executive Officer of Reynolds Packaging Group

Fredric Tomczyk

Chief Executive Officer of Cboe Global Markets, Inc.

 

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ITEM 1A. RISK FACTORS

Executive Summary of Risk Factors

The following contains a summary of each of our risk factors. For the complete disclosure of each risk factor contained herein, please click on the respective summary.

Strategic and Operational Risks

•
Our success largely depends on our ability to achieve our global business strategy as it evolves, and our results of operations and financial condition could suffer if the Company were unable to successfully establish and execute on its strategy and generate anticipated revenue growth and cost savings and efficiencies.
•
We may not be able to fully realize the anticipated benefits of our strategy or our expected product, service and transaction pipelines.
•
Our ability to successfully manage ongoing organizational changes could impact our business results and may involve significant or evolving costs and/or disruption to the management and/or operations of our business and generate fewer benefits than originally expected.
•
The growth and portfolio optimization elements of our strategy depend, in part, on our ability to execute strategic transactions, including both acquisitions and dispositions. We face risks when we acquire or divest businesses, and we could have difficulty in acquiring, integrating or managing acquired businesses, or with effecting internal reorganizations, all of which could harm our business, financial condition, results of operations and/or reputation.
•
The growth element of our strategy also depends, in part, on organic growth and our ability to develop and grow new and existing areas of our business. We face risks when we invest in new lines of business, products, services and platforms or other areas, which could harm our business, financial condition, results of operations and/or reputation.
•
Our business performance and growth plans could be negatively affected if we are not able to develop and implement improvements in technology and effectively apply technology, data and analytics to drive value for our clients through technology-based solutions or gain internal efficiencies through the effective application of technology, analytics and related tools.

Business Environment Risks

•
Macroeconomic trends, including inflation, changes in interest rates and trade policies, as well as political events, trade and other international disputes, war, terrorism, natural disasters, public health issues and other business interruptions, can adversely affect our business, results of operations or financial condition.
•
Demand for our services could decrease for various reasons, including a general economic downturn, increased competition, or a decline in a client’s or an industry’s financial condition or prospects, all of which could substantially and negatively affect us.
•
Damage to our business, including to our reputation, arising from, among other things, the failure of third parties on whom we rely to perform services or maintain positive public perceptions, could adversely affect our business, operations and results.
•
Our business may be harmed by any negative developments that may occur in the insurance industry or if we fail to maintain good relationships with insurance carriers.

Human Capital Risks

•
We depend on the continued services of our executive officers, senior management team, and skilled individual contributors, and any changes in our management structure and in senior leadership could affect our business and financial results.
•
The loss of key colleagues or a large number of colleagues could damage or result in the loss of client relationships and could result in such colleagues competing against us.
•
Failure to maintain our corporate culture, including in a remote or hybrid work environment, could damage our reputation.

Intellectual Property, Technology, Cybersecurity and Data Protection Risks

•
Data and cybersecurity breaches or improper disclosure of confidential company or personal data could result in material financial loss, regulatory actions, reputational harm and/or legal liability.
•
Our inability to comply with complex and evolving laws and regulations related to data privacy and cybersecurity could result in material financial loss, regulatory actions, reputational harm and/or legal liability.
•
Our inability to successfully mitigate and recover should we experience a disaster or other business continuity problem could cause material financial loss, loss of human capital, regulatory actions, reputational harm and/or legal liability.
•
Material interruption to or loss of our information processing capabilities or failure to effectively maintain and upgrade our information processing hardware or systems could cause material financial loss, regulatory actions, reputational harm and/or legal liability.

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•
Limited protection of our intellectual property could harm our business and our ability to compete effectively, and we face the risk that our services or products may infringe upon the intellectual property rights of others.

Legal, Non-Financial/Regulatory and Compliance Risks

•
From time to time, we receive claims and are party to lawsuits arising from our work, which could materially adversely affect our reputation, business, financial condition or results of operations.
•
We are subject from time to time to inquiries or investigations by governmental agencies or regulators that could have a material adverse effect on our business, financial condition or results of operations.
•
We are subject to political, economic, legal, regulatory, compliance, cultural, market, operational and other risks that are inherent in operating our global businesses.
•
Sanctions imposed by governments, or changes to such sanction regulations (such as sanctions imposed on Russia and China), and related counter-sanctions, could have a material adverse impact on our operations or financial results.
•
Our 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.
•
Our compliance systems and controls cannot guarantee that we comply fully with all applicable federal and state or foreign laws and regulations, and actions by regulatory authorities or changes in applicable laws and regulations in the jurisdictions in which we operate could impact our operations and/or have an adverse effect on our business.
•
Allegations of conflicts of interest or anti-competitive behavior, including in connection with accepting market derived income (‘MDI’), may have a material adverse effect on our business, financial condition, results of operation or reputation.
•
Our global operations expose us to increasing, and sometimes conflicting, legal and regulatory requirements in environmental, social and governance (‘ESG’) matters, and violation of these regulations could harm our business.
•
Increasing scrutiny and changing or competing expectations from government authorities, investors, clients and our colleagues with respect to our sustainability practices can impose additional costs on us or expose us to reputational, litigation or other risks.
•
The economic, regulatory and political impact of the United Kingdom’s exit from the European Union, which occurred on January 31, 2020, could adversely affect us.

Financial and Related Regulatory Risks

•
We have material pension liabilities that can fluctuate significantly and adversely affect our financial position or net income or result in other financial impacts.
•
Our outstanding debt could adversely affect our cash flows and financial flexibility, and we may not be able to obtain financing on favorable terms or at all.
•
A downgrade to our corporate credit rating, the credit ratings of our outstanding debt or other market speculation may adversely affect our borrowing costs and financial flexibility and, under certain circumstances, may require us to offer to buy back some of our outstanding debt.
•
Our significant non-U.S. operations, particularly our London market operations, expose us to exchange rate fluctuations and various other risks that could impact our business.
•
Changes in accounting principles or in our accounting estimates and assumptions could negatively affect our financial position and results of operations.
•
Our quarterly revenue and cash flow could fluctuate, including as a result of factors outside of our control, while our expenses may remain relatively fixed or be higher than expected.
•
We are a holding company and therefore, may not be able to receive dividends or other distributions in needed amounts from our subsidiaries.

Tax Risks

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If a U.S. person is treated as owning at least 10% of our shares, such a holder may be subject to adverse U.S. federal income tax consequences.
•
Legislative or regulatory action or developments in case law in the U.S. or elsewhere could have a material adverse impact on our worldwide effective corporate tax rate.

Risks Related to Being an Irish-Incorporated Company

•
The laws of Ireland differ from the laws in effect in the United States and may afford less protection to holders of our securities.
•
As an Irish public limited company, certain decisions related to our capital structure will require the approval of shareholders, which may limit our flexibility to manage our capital structure.

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RISK FACTORS

Investments in our ordinary shares are subject to various risks and uncertainties, including as described in this Item 1A of Part I of our Annual Report on Form 10-K. In addition to the factors discussed elsewhere in this Annual Report on Form 10-K, the following are some of the important factors that could cause our actual results to differ materially from those projected in any forward-looking statements. These risk factors should be carefully considered in evaluating our business and investing in us. The descriptions below are not the only risks and uncertainties that we face. Additional risks and uncertainties that are presently unknown to us could also affect our financial results, including by impairing our business operations, financial condition, results of operations or the price of our ordinary shares. If any of the risks and uncertainties described below or other risks were to occur, our business operations, financial condition, results of operations or the price of our ordinary shares could be materially and adversely impacted. The risk factors described below are grouped into categories; the headings of these categories are inserted for convenience of reference only and are not intended to be a part of or to affect the meaning or interpretation of any of the risk factors described herein. Many risks affect more than one category, and the risks are not in order of significance or probability of occurrence solely because they have been grouped by categories. With respect to the tax-related consequences of acquisition, ownership, and disposal of ordinary shares, you should consult with your own tax advisors.

Strategic and Operational Risks

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

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

We may not be able to fully realize the anticipated benefits of our strategy or our expected product, service and transaction pipelines.

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

In addition, our pipeline estimates may prove to be unreliable either in a particular quarter or over a longer period of time. Should we be unable to succeed in our initiatives to drive growth and achieve our financial goals, we may have to delay, scale back or discontinue the development, deployment and commercialization of our products or services or delay our efforts to expand our transaction pipeline. As a result, our ability to deliver continued sustainable and profitable growth may be negatively impacted and financial performance across our segments and geographies may be adversely affected.

Our ability to successfully manage ongoing organizational changes could impact our business results and may involve significant or evolving costs and/or disruption to the management and/or operations of our business and generate fewer benefits than originally expected.

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

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and gaining efficiencies. These initiatives may have adverse impacts on the business or different results than intended. In connection with these future changes, we will manage a number of large-scale and complex projects in furtherance of our strategic objectives, which may include multiple and connected phases dependent on factors that are outside of our control. As a result, we cannot guarantee the success of these projects or initiatives, individually or collectively. Effectively managing these organizational changes (including ensuring that they are implemented on schedule, within budget and without interruption to the existing business, or that transitions to new systems do not create significant control vulnerabilities during the period of transition) is critical to retaining talent, servicing clients and enhancing our business success overall. We may have difficulty attracting, training and retaining the talent that we need to successfully manage these changes. Further, many of the risks described herein increase during periods of significant organizational change and transformation. The failure to effectively manage such risks could adversely impact our resources or our business or financial results.

The growth and portfolio optimization elements of our strategy depend, in part, on our ability to execute strategic transactions, including both acquisitions and dispositions. We face risks when we acquire or divest businesses, and we could have difficulty in acquiring, integrating or managing acquired businesses, or with effecting internal reorganizations, all of which could harm our business, financial condition, results of operations and/or reputation.

Our growth depends in part on our ability to make acquisitions and execute other strategic transactions. We may not be successful in identifying appropriate candidates for acquisitions, dispositions, joint ventures or strategic investments, or consummating such transactions on terms acceptable or favorable to us. We also face additional risks related to acquisitions, including the ability to negotiate transactions on favorable terms, the ability to secure regulatory approval of transactions where required, the ability to successfully integrate them into our existing businesses and culture, and the potential that any acquired business could significantly underperform relative to our expectations. If we are unable to identify and successfully make, integrate and manage acquisitions, our business could be materially adversely affected.

In addition, we face risks related to divesting businesses, including that we may not receive adequate consideration or any earnout proceeds in return for the divested business, we may continue to be subject to the liabilities of the divested business after its divestiture (including with respect to work we might have performed on behalf of the divested business), and we may not be able to reduce overhead or redeploy assets or retain colleagues after the divestiture closes. For example, we completed the divestiture of our then-reinsurance business to Gallagher in 2021 and our sale of the TRANZACT business in 2024, each of which gives rise to such risks, including: in the case of TRANZACT, the risk that such post-closing transition arrangements, which are complex, may impose greater-than-expected costs or liabilities, may give rise to errors in execution or may be distracting to our management; the risk that such a divestiture could cause disruption to our business or our relationships with clients, colleagues, correspondents, suppliers, regulators, competitors and other third parties; the risk that litigation associated with the transaction or with contingent liabilities we have retained, if any, may arise; and other risks detailed in this Annual Report on Form 10-K and in our other SEC filings. We also may not otherwise meet our operational or strategic expectations at all or on the anticipated timeline following the divestiture.

Further, we cannot be certain that our acquisitions will be accretive to earnings or that our acquisitions or joint ventures will otherwise meet our operational or strategic expectations. Acquisitions and joint ventures, such as our recently-announced joint venture with Bain Capital, involve special risks, including the potential assumption of unanticipated liabilities and contingencies and difficulties in integrating acquired businesses or in achieving a successful joint venture. Acquired businesses or joint ventures may not achieve the levels of revenue, profit, or productivity we anticipate or otherwise perform as we expect. In addition, if the operating performance of an acquired business or joint venture deteriorates significantly or capital needs increase, we may need to make additional investments or write down the value of the goodwill and other acquisition-related intangible assets recorded on our consolidated balance sheet.

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

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

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If acquisitions or joint ventures are not successfully integrated or managed and the intended benefits of the acquisitions or joint ventures are not achieved, our business, financial condition and results of operations could be materially adversely affected, as well as our professional reputation. We also own interests in a number of associated companies and ventures where we do not exercise management control and we are therefore limited in our ability to direct or manage the business to realize the anticipated benefits that we could achieve if we had full ownership.

The growth element of our strategy also depends, in part, on organic growth and our ability to develop and grow new and existing areas of our business. We face risks when we invest in new lines of business, products, services and platforms or other areas, which could harm our business, financial condition, results of operations and/or reputation.

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

Our business performance and growth plans could be negatively affected if we are not able to develop and implement improvements in technology and effectively apply technology, data and analytics to drive value for our clients through technology-based solutions or gain internal efficiencies through the effective application of technology, analytics and related tools.

Our success depends, in part, on our ability to develop and implement innovative technology, data and analytic solutions that anticipate, lead, keep pace with or respond to rapid and continuing changes in technology both for internal operations, for maintaining industry standards, meeting client preferences and gaining competitive advantage. We may not be successful in anticipating or responding to these developments in a timely and cost-effective manner or in attracting and maintaining personnel with the necessary skills in this area. Our ideas may not lead to the desired internal efficiencies or be accepted in the marketplace. In addition, we may not be able to implement technology-based solutions as quickly as desired if, for example, greater resources are required than originally expected or resources are otherwise needed elsewhere. The effort to gain technological and data expertise and develop new technologies or analytic techniques in our business requires us to incur significant cost and attract qualified technical talent who are in high demand. Our competitors are seeking to develop competing or new technologies, and their success in this space may impact our ability to differentiate our services to our clients through the use of unique technological solutions. If we do not keep up with technological changes or execute effectively on our strategic initiatives, our business and results of operations could be adversely impacted. For example, incorporating artificial intelligence (‘AI’) into certain product offerings is becoming more important in our operations, particularly as our competitors, including new entrants focused on using technology and innovation, such as generative AI, digital platforms, data analytics, robotics and blockchain, seek to simplify and improve the client experience, increase efficiencies, alter business models and effect other potentially disruptive changes in the industries in which we operate. If we fail to keep pace with rapidly evolving AI and other technological developments, our competitive position and business results may be negatively impacted. In certain cases, we may decide, based on perceived business needs, to make investments that may be greater than we currently anticipate. If we cannot offer new technologies or data and analytic services or solutions as quickly or effectively as our competitors, or if our competitors develop more cost-effective technologies or analytic tools, it could have a material adverse effect on our ability to obtain and complete client engagements. There are significant risks involved in our efforts to keep pace with technological developments and no assurance can be provided that the usage of such technology will enhance our business or assist us in being more efficient or profitable. While development and enhancement of our technology systems may improve the efficiency of data analytics and reduce certain costs, there is no assurance that the benefits related to such advancements will outweigh such investment costs or outweigh such risks.

The enhancement and development of technology systems may enhance cybersecurity risks and operational and technological risks, as any latency, disruption or failure in such technological tools could result in errors in analyses and compromise the integrity, security or privacy of generated content. Additionally, the process of integrating technology systems of businesses we acquire is complex and exposes us to additional risk. We may not adequately identify weaknesses in the information systems or information handling, privacy and security policies and protocols of targets, which could expose us to unexpected liabilities or make our own systems and data more vulnerable to cybersecurity incidents. For further discussion of risks relating to these technology systems, please see ‘Data and cybersecurity breaches or improper disclosure of confidential company or personal data could result in material financial loss, regulatory actions, reputational harm and/or legal liability’ below.

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We depend on our technology systems for conducting business, as well as for providing the data and analytics we use to manage and administer our business. As a result, our business success is dependent on maintaining the effectiveness of existing technology systems and on continuing to develop and enhance technology systems that support our business processes and strategic initiatives in a cost- and resource-efficient manner, particularly as our business processes become more digital.

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

Business Environment Risks

Macroeconomic trends, including inflation, changes in interest rates and trade policies, as well as political events, trade and other international disputes, war, terrorism, natural disasters, public health issues and other business interruptions, can adversely affect our business, results of operations or financial condition.

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

Moreover, U.S. and global economic conditions have the potential to create market uncertainty and volatility. Such general economic conditions, such as inflation, stagflation, political volatility, costs of labor, cost of capital, interest rates and tax rates, affect our operating and general and administrative expenses, and we have no control or limited ability to control such factors. If our costs grow significantly in excess of our ability to raise revenue, 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. These conditions also affect our clients’ businesses and the markets that they serve and may reduce demand for our services, increase demands for pricing accommodations or cause a higher rate of delays in the collection of, or losses on, our accounts receivable, which could adversely affect our results of operations.

Major public health issues have adversely affected, and could in the future materially adversely affect, our business, results of operations and/or financial condition. The future impact of a public health crisis will depend on future developments that we are unable to predict. Public health issues could continue to disrupt, possibly materially, our business operations and services that we provide or impact our business operations and results in the future.

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

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

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

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parties. Thus, a deterioration or prolonged period of negative or stagnant macroeconomic conditions in the U.S. and globally could adversely affect our business, results of operations or financial condition.

Demand for our services could decrease for various reasons, including a general economic downturn, increased competition, or a decline in a client’s or an industry’s financial condition or prospects, all of which could substantially and negatively affect us.

The demand for our services may not grow or be maintained, and we may not be able to compete successfully with our existing competitors, new competitors or our clients’ internal capabilities. Client demand for our services may change based on the clients’ needs and financial conditions, among other factors.

Our results of operations are affected directly by the level of business activity of our clients, which in turn is affected by the level of economic activity in the industries and markets that they serve. For example, any changes in U.S. trade policy (including any increases in tariffs or any retaliatory actions that result in a trade war), recessionary conditions in some of the markets where we do business, inflationary conditions, ongoing stock market volatility or an increase in, or unmet market expectations with respect to, interest rates could adversely affect the general economy. As a result, global financial markets may continue to experience disruptions, including increased volatility and reduced credit availability, which could substantially impact our results. While it is difficult to predict the consequences of any deterioration in global economic conditions on our business, any significant reduction or delay by our clients in purchasing our services or insurance or making payment of premiums could have a material adverse impact on our financial condition and results of operations. In addition, the potential for a significant insurer to fail, to be downgraded or to withdraw from writing certain lines of insurance coverage that we offer our clients could negatively impact overall capacity in the industry, which could then reduce the placement of certain lines and types of insurance and reduce our revenue and profitability. The potential for an insurer to fail or be downgraded could also result in errors and omissions claims by clients.

In addition, the markets for our principal services are highly competitive. Our competitors include other insurance brokerage, human capital and risk management consulting and actuarial firms, and the human capital and risk management divisions of diversified professional services, insurance, brokerage and accounting firms and specialty, regional and local firms.

Competition for business is intense in all of our business lines and in every insurance market, and some competitors have greater market share in certain lines of business than we do. Some of our competitors have greater financial, technical and marketing resources than us, which could enhance their ability to finance acquisitions, fund internal growth and respond more quickly to professional and technological changes. This gap in resources between us and some of our competitors has increased as they have made acquisitions. New competitors, as well as increasing and evolving consolidation or alliances among existing competitors, have created and could continue to create additional competition and could significantly reduce our market share further, resulting in a loss of business for us and a corresponding decline in revenue and profit margin. In order to respond to increased competition and pricing pressure, we may have to lower our prices, which would also have an adverse effect on our revenue and profit margin.

In addition, existing and new competitors (whether traditional competitors or non-traditional competitors, such as technology companies) may continue to develop competing technologies or product or service offerings. Any new technology or product or service offering (including insurance companies selling their products directly to consumers or other insureds) that reduces or eliminates the need for intermediaries in insurance sales transactions could have a material adverse effect on our business and results of operations. Further, the increasing willingness of clients to either self-insure or maintain a captive insurance company, and the development of capital markets-based solutions and other alternative capital sources for traditional insurance needs, could also materially adversely affect us and our results of operations. See ‘Our business performance and growth plans could be negatively affected if we are not able to develop and implement improvements in technology and effectively apply technology, data and analytics to drive value for our clients through technology-based solutions or gain internal efficiencies through the effective application of technology, analytics and related tools’ above for further discussion on the impact that technological developments have on our business, operations and financial condition.

An example of a business that may be significantly impacted by changes in customer demand is our retirement consulting and actuarial business, which comprises a substantial portion of our revenue and profit. We provide clients with actuarial and consulting services relating to both defined benefit and defined contribution pension plans. Defined benefit pension plans generally require more actuarial services than defined contribution plans because defined benefit plans typically involve large asset pools, complex calculations to determine employer costs, funding requirements and sophisticated analysis to match liabilities and assets over long periods of time. If organizations shift to defined contribution plans more rapidly than we anticipate, or if we are unable to otherwise compensate for the decline in our business that results from employers moving away from defined benefit plans, our business, financial condition and results of operations could be materially adversely affected. Furthermore, large and complex consulting projects, often involving dedicated personnel, resources and expenses, comprise a significant portion of this business, which are based on our clients’ discretionary needs and may be reduced based on a decline in a client’s or an industry’s financial condition or prospects. We also face the risk that certain large and complex project contracts may be reduced or terminated based on dissatisfaction with service levels, which could result in reduced revenue, write-offs of assets associated with the project, and disputes over the contract, all of which may adversely impact our results and business.

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In addition, the demand for many of our core benefit services, including compliance-related services, is affected by government regulation and taxation of employee benefit plans. Significant changes in tax or social welfare policy or other regulations could lead some employers to discontinue their employee benefit plans, including defined benefit pension plans, thereby reducing the demand for our services. A simplification of regulations or tax policy could also reduce the need for our services.

Damage to our business, including to our reputation, arising from, among other things, the failure of third parties on whom we rely to perform services or maintain positive public perceptions, could adversely affect our business, operations and results.

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

In addition, as part of providing services to clients and managing our business, we not only depend on a number of third-party service providers and suppliers today, but we expect to engage the services of new third parties in the future as our strategy evolves. Our ability to perform effectively depends in part on the ability of these service providers to meet their obligations, as well as on our effective oversight of their performance. The quality of our services could suffer, or we could be required to incur unanticipated costs if our third-party service providers do not perform as expected or their services are disrupted. This could have a material adverse effect on our reputation as well as our business and results of operations.

Our business may be harmed by any negative developments that may occur in the insurance industry or if we fail to maintain good relationships with insurance carriers.

Many of our businesses are heavily dependent on the insurance industry. Any negative developments that occur in the insurance industry may have a material adverse effect on our business and our results of operations. In addition, if we fail to maintain good relationships with insurance carriers, it may have a material adverse effect on our business and results of operations.

The private health insurance industry in the U.S. has experienced a substantial amount of consolidation over the past several years, resulting in a decrease in the number of insurance carriers. In the future, it may become necessary for us to offer insurance plans from a reduced number of insurance carriers or to derive a greater portion of our revenue from a more concentrated number of carriers as our business and the health insurance industry continue to evolve. The termination, amendment or consolidation of our relationships with our insurance carriers in the U.S. or in any other jurisdiction could harm our business, results of operations and financial condition.

Human Capital Risks

We depend on the continued services of our executive officers, senior management team, and skilled individual contributors, and any changes in our management structure and in senior leadership could affect our business and financial results.

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

A leadership transition may also increase the likelihood of turnover among our colleagues and result in changes in our business strategy, which may create uncertainty and negatively impact our ability to execute our business strategy quickly and effectively. Leadership transitions may also impact our relationships with customers and other market participants, and create uncertainty among

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investors, colleagues, and others concerning our future direction and performance. Any significant disruption, uncertainty or change in business strategy could adversely affect our business, operating results and financial condition.

The loss of key colleagues or a large number of colleagues could damage or result in the loss of client relationships and could result in such colleagues competing against us.

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

Failure to maintain our corporate culture, including in a remote or hybrid work environment, could damage our reputation.

We aim to foster a culture that is based on a strong client focus with an emphasis on teamwork, integrity, mutual respect and a drive for excellence. Our colleagues are the cornerstone of this culture, and acts of misconduct by any colleague, and particularly by senior management, could erode trust and confidence and damage our reputation among existing and potential clients and other stakeholders. Our business is managing people, risk and capital, and our success depends on our ability to develop and promote an ethical culture of trust, integrity and other important qualities in which our colleagues are comfortable speaking up about potential misconduct. While we do not believe we have experienced any material adverse cultural impacts as a result of our remote and hybrid work environment, this may manifest over time. As a result, remote and hybrid work arrangements may negatively impact our ability to maintain and promote our culture and increase related risks.

Intellectual Property, Technology, Cybersecurity and Data Protection Risks

Data and cybersecurity breaches or improper disclosure of confidential company or personal data could result in material financial loss, regulatory actions, reputational harm and/or legal liability.

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

Many of the software applications that we use in our business are licensed from, and supported, upgraded and maintained by, third-party vendors. Our third-party applications include, but are not limited to, enterprise cloud storage and cloud computing application services provided and maintained by third-party vendors. These third-party applications store or may afford access to confidential and proprietary data of the Company, our colleagues and our clients. We have processes designed to require third-party vendors that provide information technology (‘IT’) outsourcing, offsite storage and other services to agree to maintain certain standards with

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respect to the storage, protection and transfer of confidential, personal and proprietary information, but our processes cannot eliminate all risk of compromise or unauthorized access or use of such information in the event of a breakdown of a vendor’s data protection processes, a data breach due to the intentional or unintentional non-compliance by a vendor’s employee or agent, or as a result of a cyber-attack on the product, software or information systems of a vendor in our software supply chain. Any compromise of the product, software, data or infrastructure of a Company vendor, including a software or IT vendor in our supply chain, has and could again, result in the compromise of Company data or infrastructure or result in material operational disruption, although no such known previous compromise has been material to our business or financial results. Further, the risk and potential impact of a data breach on our third-party vendors’ products, software or systems increase as we move more of our data and our clients’ data into our vendors’ cloud storage, engage in IT outsourcing, and consolidate the group of third-party vendors that provide cloud storage or other IT services for the Company. Over time, the frequency, severity and sophistication of the attacks against us and our vendors have increased, including due to the use of AI for purposes of cybercrime, and the broader range of threat actors, including state-sponsored actors and hacker activists.

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

We maintain policies, procedures and administrative, physical and technological safeguards and controls (such as, where in place, multifactor authentication and encryption of data in transit and at rest) designed to protect the security and privacy of the data in our custody and control. However, such safeguards are time-consuming and expensive to deploy broadly and are not necessarily always in place or effective, and we cannot entirely eliminate the risk of data security breaches, improper access to, takeover of or disclosure of confidential company or personally identifiable information. We may not be able to detect and assess such issues, or implement appropriate mitigation or remediation, in a timely manner. We are engaged in an ongoing effort to enhance our protections against such attacks; this effort will require significant expenditures, take time to execute and may not be successful. Our technology may fail to adequately secure the private information we hold and protect it from theft, computer viruses, hackers or inadvertent loss.

As has happened in the past, if any person, including any of our current or former colleagues, intentionally or unintentionally fails to comply with, disregards or intentionally breaches our established controls with respect to such data or otherwise mismanages or misappropriates that data, we could be subject to monetary damages, fines, regulatory enforcement, and/or criminal prosecution. Prior instances of such activity have not been material to our business or financial results. Unauthorized disclosure of sensitive or confidential client, supplier or colleague data, whether through systems failure, accident, colleague negligence, fraud or misappropriation, could damage our reputation and cause us to lose clients. Similarly, unauthorized access to or through our information systems or those we develop for our clients, whether by our colleagues or third parties, could result in significant additional expenses (including expenses relating to incident response and investigation, remediation work, notification of data security breaches and costs of credit monitoring services), negative publicity, operational disruption, legal liability and/or damage to our reputation, as well as require substantial resources and effort of management, thereby diverting management’s focus and resources from business operations.

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

We have implemented and regularly review and update processes and procedures to protect against fraud and unauthorized access to and use of secured data and to prevent data loss. The ever-evolving threats mean that we and our third-party service providers and vendors must continually evaluate, adapt, enhance and otherwise improve our respective systems and processes, especially as we grow our mobile, cloud and other internet-based services. There is no guarantee that such efforts will be adequate to safeguard against all fraud, data security breaches, unauthorized access, operational impacts or misuses of data. For example, our policies, colleague training (including phishing prevention training), and procedures and technical safeguards have not prevented or detected all improper

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access to confidential, personal or proprietary information by colleagues, vendors or other third parties with otherwise legitimate access to our systems, although, to date, such known improper access has not been material to our business or financial results. In addition, we may not be able to implement such efforts as quickly as desired if, for example, greater resources are required than originally expected or resources and management’s focus are insufficient. Any future significant compromise or breach of our data security or fraud, whether external or internal, or misuse of client, colleague, supplier or company data, could result in additional significant costs, lost revenue opportunities, disruption of operations and service, fines, lawsuits, and damage to our reputation with our clients and in the broader market.

For further discussion of the commercial risks related to the cybersecurity and data protection technology we use, please see ‘Our business performance and growth plans could be negatively affected if we are not able to develop and implement improvements in technology and effectively apply technology, data and analytics to drive value for our clients through technology-based solutions or gain internal efficiencies through the effective application of technology, analytics and related tools’ above. In addition, please see Part I, Item 1C Cybersecurity of this Form 10-K.

Our inability to comply with complex and evolving laws and regulations related to data privacy and cybersecurity could result in material financial loss, regulatory actions, reputational harm and/or legal liability.

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

For example, we are subject to the European Union’s General Data Protection Regulation (the ‘E.U. GDPR’), violations of which may result in possible fines of up to 4% of global annual turnover for the preceding financial year or €20 million (whichever is higher). Furthermore, following Brexit, we became subject to the U.K.’s Data Protection Act (together with the E.U. GDPR, the ‘GDPR’). In June 2021, the European Commission formally approved an adequacy decision for the U.K. on data protection in which they deemed the U.K.’s data protection regime sufficient to protect E.U. personal data, but the U.K. is considering changes to the Data Protection Act and there is no guarantee that the European Commission will continue to retain its adequacy decision with respect to U.K. data protection law in the future. Additionally, legal developments in Europe have created complexity and regulatory compliance uncertainty regarding certain transfers of personal information from the European Economic Area to the U.S. For example, a July 2020 judgment by the Court of Justice of the European Union on Schrems II invalidated the E.U.-U.S. Data Privacy Shield and on July 10, 2023, the European Commission adopted a new adequacy decision on the E.U.-U.S. Data Privacy Framework (‘Data Privacy Framework’). The Data Privacy Framework created new privacy obligations allowing personal information to be transferred from the E.U. to U.S. entities who have self-certified under the framework. We currently rely on a mixture of mechanisms to lawfully transfer personal data from our U.K. and E.U. businesses to the U.S. and other countries, with standard contractual clauses being the preferred transfer mechanism. As supervisory authorities issue enforcement actions and further guidance on personal information export mechanisms, including circumstances where the standard contractual clauses cannot be used, we could suffer additional costs, or become subject to complaints, regulatory investigations and/or fines. Moreover, if we are otherwise unable to transfer personal information between and among countries and regions in which we operate, it could affect the manner in which we provide our services and could adversely affect our financial results.

Additionally, U.S. states continue to adopt comprehensive state-level privacy laws, which began with the California Consumer Privacy Act (‘CCPA’) (effective January 1, 2020), as amended by the California Privacy Rights Act (‘CPRA’) (effective on January 1, 2023). These laws generally provide consumers with certain rights (including rights to correct their data, limit the use and disclosure of sensitive personal information, and opt out of the sharing of personal information for certain targeted behavioral advertising purposes), and require companies to make detailed disclosures to residents of those states about their data collection, use and sharing practices.

The Company is also subject to data privacy laws and regulations that apply to the collection, storage and use of personal health information, including, without limitation, the U.S. Health Insurance Portability and Accountability Act of 1996 (‘HIPAA’), enforced by the Office for Civil Rights within the Department of Health and Human Services, and the New York State Department of Financial Services’ cybersecurity regulations outlining required security measures for the protection of data, and numerous U.S. and foreign marketing and telecommunications laws and regulations designed to protect consumers from unwanted or fraudulent communications. A violation of any such law may lead to litigation or regulatory liability, including substantial financial damages or fines. The burdens imposed by the U.S. state-level privacy laws and other laws that may be enacted at the federal and state level in the future may require us to modify our data processing practices and policies and to incur substantial costs in order to comply with these laws and to

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investigate and defend against potential private class-action litigation or litigation brought by regulatory authorities. We expect that other U.S. states and other countries will continue to implement their own data privacy and data security laws. The People’s Republic of China and India, among other countries, have enacted stringent data protection laws that, among other things, may restrict data transfers out of each of those countries.

Additionally, as a part of our efforts to implement innovative technology, data and analytic solutions, we may invest in and develop technologies such as AI, digital platforms, data analytics, robotics and blockchain. The technologies underlying such technological innovations and their use cases are rapidly developing, and remain subject to existing laws, including privacy, consumer protection and federal equal opportunity laws. As a result, it is not possible to predict all the legal, operational or technological risks related to the use of these technological innovations. Moreover, these technologies are the subject of evolving review by various regulatory agencies, including the SEC and the U.S. Federal Trade Commission, and changes in the regulation of the use these technological innovations may adversely affect our ability to use them in a manner that is cost- and resource-effective, the nature of which cannot be determined at this time.

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

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

Our inability to successfully mitigate and recover should we experience a disaster or other business continuity problem could cause material financial loss, loss of human capital, regulatory actions, reputational harm and/or legal liability.

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

A disaster or business continuity problem of a significant scale or affecting certain of our key operating areas within or across regions, or our inability to successfully recover from such an event, particularly if any of these problems occur during peak times, could materially interrupt our business operations and cause material financial loss, loss of human capital, regulatory actions, reputational harm, damaged client relationships or legal liability.

Material interruption to or loss of our information processing capabilities or failure to effectively maintain and upgrade our information processing hardware or systems could cause material financial loss, regulatory actions, reputational harm and/or legal liability.

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

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The market for such qualified individuals is competitive and we may be unable to hire the talent needed to mitigate the foregoing risks.

In addition, many of the software applications, including enterprise cloud storage and cloud computing application services, that we use in our business are licensed from, and supported, upgraded and maintained by, third-party vendors. We are significantly increasing our use of such cloud services and expect this to continue over time. These third-party applications store confidential and proprietary data of the Company, our clients and our colleagues. A suspension or termination of certain of these licenses or the related support, upgrades and maintenance could cause temporary system delays or interruptions that could adversely impact our business. We also, from time to time, acquire other companies or divest certain of our existing businesses and companies, which requires us to manage complex integrations or dissolutions of information systems or the transfer of information from one system to another, and we may fail to identify, mitigate and address vulnerabilities in our targets’ information systems or in integrated components of our respective information systems. These transactions may make us more susceptible to cyberattacks and could result in the theft of Company intellectual property, the compromise of Company, colleague, and client data or operational disruption.

Any finding that the data we rely on to run our business is inaccurate or unreliable, that we fail to maintain effective and efficient systems (including through a telecommunications failure, failure to replace or update redundant or obsolete computer hardware, applications or software systems, or the loss of skilled people with the knowledge needed to operate our systems), or that we experience cost overruns, delays, or other disruptions, could result in material financial loss, regulatory action, reputational harm or legal liability.

Limited protection of our intellectual property could harm our business and our ability to compete effectively, and we face the risk that our services or products may infringe upon the intellectual property rights of others.

We cannot guarantee that trade secret, trademark, and copyright law protections, or our internal policies and procedures regarding our management of intellectual property, are adequate to deter misappropriation of our intellectual property (including our software, which may become an increasingly important part of our business). Existing laws of some countries in which we provide services or products may offer only limited protection of our intellectual property rights. Also, we may be unable to detect the unauthorized use of our intellectual property and take the necessary steps to enforce our rights, which may have a material adverse impact on our business, financial condition or results of operations. We cannot be sure that our services and products, or the products of others that we offer to our clients, do not infringe on the intellectual property rights of third parties, and we may have infringement claims asserted against us or our clients. These claims may harm our reputation, result in financial liability, consume financial resources to pursue or defend, and prevent us from offering some services or products. In addition, these claims, whether with or without merit, could be expensive, could require significant time and resource expenditure, and could divert management’s focus from business operations. Successful challenges against us could require us to modify or discontinue our use of technology or business processes where such use is found to infringe or violate the rights of others, or require us to purchase licenses from third parties, any of which could adversely affect our business, financial condition and operating results.

Legal, Non-Financial/Regulatory and Compliance Risks

From time to time, we receive claims and are party to lawsuits arising from our work, which could materially adversely affect our reputation, business, financial condition or results of operations.

Our business depends in large part on our relationships with clients and our reputation for high-quality services. Clients that become dissatisfied with our services may terminate their business relationships with us, and clients and third parties that claim they suffered damages caused by our services may bring lawsuits against us. Actual and potential claims, lawsuits, investigations and other proceedings against us principally relate to alleged errors and omissions in connection with the provision of our services or the placement of insurance and reinsurance in the ordinary course of business, though we face other types of claims, lawsuits, investigations and proceedings outside of errors and omissions claims from time to time. See Note 15 - Commitments and Contingencies within Item 8 of this Annual Report on Form 10-K for examples of claims to which we are subject.

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

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in pension scheme liabilities, such a client may seek to bring a claim against us which could materially adversely affect our reputation, business or financial condition.

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

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

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

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

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

The ultimate outcome of all of the above matters cannot be ascertained and liabilities in indeterminate amounts may be claimed or imposed on us. In addition, our insurance coverage may not be sufficient in type or amount to cover us against such liabilities. It is thus possible that future results of operations or cash flows for any particular quarterly or annual period could be materially adversely affected by an unfavorable resolution of these matters. In addition, these matters continue to divert management and personnel resources away from operating our business. Even if we do not experience significant monetary costs, there may be adverse publicity associated with these matters that could result in reputational harm to the industries we operate in or to us in particular that may

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adversely affect our business, client or colleague relationships. Defending against these claims can involve potentially significant costs, including legal defense costs.

We are subject from time to time to inquiries or investigations by governmental agencies or regulators that could have a material adverse effect on our business, financial condition or results of operations.

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

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

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

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

•
the general economic and political conditions in the U.S. and foreign countries (including political and social unrest in certain regions);
•
the imposition of controls or limitations on the conversion of foreign currencies or remittance of dividends and other payments by foreign subsidiaries;
•
the imposition of sanctions by both the U.S. and foreign governments;
•
the imposition of withholding and other taxes on remittances and other payments from subsidiaries;
•
the imposition or increase of investment and other restrictions by foreign governments;
•
fluctuations in currency exchange rates or our tax rates;
•
difficulties in controlling operations and monitoring colleagues in geographically dispersed and culturally diverse locations; and
•
the practical challenges and costs of complying, or monitoring compliance, with a wide variety of foreign laws (some of which are evolving or are not as well-developed as the laws of the U.S. or U.K. or which may conflict with U.S. or other sources of law), and regulations applicable to insurance brokers and other business operations abroad (in more than 140 countries, including many in emerging markets), including laws, rules and regulations relating to the conduct of business, trade sanction laws administered by the U.S. Office of Foreign Assets Control, the E.U., the U.K. and the United Nations (‘U.N.’), and the requirements of the U.S. Foreign Corrupt Practices Act (‘FCPA’), as well as other anti-bribery and corruption rules and requirements in all of the countries in which we operate.

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

International conflicts and related geopolitical tensions increase the risk of sanctions impacting our business. In February 2022, Russia invaded Ukraine, which led to a series of economic and other sanctions on Russia imposed by the U.S., the E.U., the U.K., and other authorities. There also continue to be diplomatic and trade tensions between the U.S. and China, which have been exacerbated by Chinese military exercises around Taiwan, and which could lead to an increase in sanctions and the implementation of other trade measures. There has been an increase in U.S. sanctions designations in relation to Russia and China and counter-sanctions from both Russia and China in response to these sanctions. Additionally, in October 2023, conflict escalated in the Middle East between Israel

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and Hamas, and subsequently Hezbollah and Iran. Sanctions issued in response to these Middle East conflicts could have an adverse impact on our operations.

Sanctions imposed by the U.S., the E.U., the U.K. and other authorities on Russia, as well as Russian counter-sanctions, are extensive. Russian actions and the resulting sanctions could adversely affect the global economy and financial markets and lead to instability and lack of liquidity in capital markets. The ramifications of the hostilities and sanctions, however, may not be limited to Russia and Russian companies but may spill over to and negatively impact other regional and global economic markets (including Europe and the United States), companies in other countries (particularly those that have done business with Russia) and various sectors, industries and markets for securities and commodities globally, such as oil and natural gas. Accordingly, the actions discussed above and the potential for a wider conflict could increase financial market volatility and could cause severe negative effects on regional and global economic markets, industries and companies. In addition, retaliatory actions and other countermeasures by Russia, including cyberattacks and espionage against other countries and companies around the world, including where we do business, may negatively impact such countries and companies like us. The extent and duration of the Russian actions or future escalation of such hostilities, the extent and impact of existing and future sanctions, market disruptions and volatility, and the result of any diplomatic negotiations cannot be predicted.

Touchpoints with sanctioned individuals, entities or locations can be difficult to identify and, given the increased scope and complexity of sanctions and the manual and varied nature of some of our processes, there is an increased risk of non-compliance. A number of volatile geopolitical events are likely to affect the implementation of sanctions such as the escalation of sanctions towards Belarus, Russia's invasion of Ukraine, the Israel-Hamas conflict, negotiations between the E.U., U.S. and Iran over a new nuclear deal, as well as continuing tensions between the U.S. and China with their sanctions and subsequent counter-sanctions. Some of these jurisdictions, such as China, may include significant businesses for us. As a result, we cannot predict the impacts of any changes in the U.S., E.U., U.K. or other sanctions, and whether such changes could have a material adverse impact on our operations or financial results.

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. Some examples of statutory or regulatory changes that could materially impact us are any changes to the U.S. Patient Protection and Affordable Care Act (‘PPACA’), the Healthcare and Education Reconciliation Act of 2010 (‘HCERA’), which we refer to collectively as ‘Healthcare Reform’, or to the Medicare laws and regulations. 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.

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. Industry trade groups brought legal challenges to the Retirement Security Rule and, in late July 2024, two federal district courts issued stays halting the implementation of the entirety of the Retirement Security Rule until further notice. The DOL has appealed these decisions to the United States Court of Appeals for the Fifth Circuit.

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

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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.

Given the uncertainties relating to legal, statutory and regulatory changes that affect health insurance plans across the globe, the impact is difficult to determine, but it could have material negative effects on us, including:

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increasing our competition;
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reducing or eliminating the need for health insurance agents and brokers or demand for the health insurance that we sell;
•
decreasing the number of types of health insurance plans that we sell, as well as the number of insurance carriers offering such plans;
•
causing insurance carriers to change the benefits and/or premiums for the plans they sell; or
•
causing insurance carriers to reduce the amount they pay for our services or change our relationship with them in other ways.

Any of these effects could materially harm our business and results of operations. And, if such legal, statutory or regulatory changes do occur, or if insurance carriers decide to limit our ability to sell their plans or determine not to sell individual health insurance plans altogether, our business, results of operations and financial condition would be materially harmed.

Our compliance systems and controls cannot guarantee that we comply fully with all applicable federal and state or foreign laws and regulations, and actions by regulatory authorities or changes in applicable laws and regulations in the jurisdictions in which we operate could impact our operations and/or have an adverse effect on our business.

Our activities are subject to extensive regulation under the laws of the U.S., the U.K., the E.U. and its member states, and the other jurisdictions around the world in which we operate. In addition, we own an interest in a number of associates and companies where we do not exercise management control. Regulators across the world also continue to seek to regulate brokers, fund managers and investment advisers who operate in their jurisdictions. The foreign and U.S. laws and regulations applicable to our operations are complex, continually evolving and may increase the costs of regulatory compliance, limit or restrict the products or services we sell or subject our business to the possibility of regulatory actions or proceedings. These laws and regulations include insurance and financial industry regulations, antitrust and competition laws, economic and trade sanctions laws relating to countries and regions in which certain subsidiaries do business or may do business (‘Sanctioned Jurisdictions’) such as Crimea, the Luhansk People’s Republic and the Donetsk People’s Republic (and other occupied territories of Ukraine), Cuba, Iran, Russia, Sudan, Syria and Venezuela, anti-corruption laws such as the FCPA, the U.K. Bribery Act 2010, and similar local laws prohibiting corrupt payments to governmental officials and the Foreign Account Tax Compliance provisions of the Hiring Incentives to Restore Employment Act in the U.S., as well as laws and regulations related to data privacy, artificial intelligence, cybersecurity and telemarketing. Because of changes in regulation and company practice, our non-U.S. subsidiaries are providing more services with connections to various countries, including some Sanctioned Jurisdictions, that our U.S. subsidiaries are unable to perform.

In most jurisdictions, governmental and regulatory authorities have the ability to interpret and amend these laws and regulations and impose penalties for non-compliance, including sanctions, civil remedies, monetary fines, injunctions, revocation of licenses or approvals, suspension of individuals, limitations on business activities or redress to clients. While we believe that we have substantially increased our focus on the geographic breadth of regulations to which we are subject, maintain good relationships with our key regulators and our current systems and controls are adequate, we cannot assure that such systems and controls will prevent any violations of any applicable laws and regulations. While we strive to remain fully compliant with applicable laws and regulations, we cannot guarantee that we will fully comply at all times with all laws and regulations, especially in countries with developing or evolving legal systems or with evolving or extra-territorial regulations. In particular, given the challenges of integrating operations, many of which are decentralized and have manual processes, we cannot assure that business systems and controls, including those of acquired or decentralized entities, have prevented or will prevent any and all violations of applicable laws or regulations. Further, our policies and procedures may not be effective or may not be complied with consistency across the enterprise. In the event that we believe our colleagues or agents may have caused us or any of our subsidiaries to violate applicable sanctions laws or other laws or regulations, we may be required to investigate or have outside counsel investigate the relevant facts and circumstances which could be costly and require significant time and attention from senior management. Non-compliance with these laws can result in criminal or civil penalties, which could disrupt our business and result in a material adverse effect on our financial condition, results of operation, cash flows, and cause significant brand or reputational damage.

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Allegations of conflicts of interest or anti-competitive behavior, including in connection with accepting market derived income (‘MDI’), may have a material adverse effect on our business, financial condition, results of operation or reputation.

The ways in which insurance intermediaries are compensated receive scrutiny from regulators in part because of the potential for anti-competitive behavior and conflicts of interest. We could suffer significant financial or reputational harm if we fail to properly identify and manage any such potential conflicts of interest or allegations of anti-competitive behavior. Conflicts of interest exist or could exist any time the Company or any of its colleagues have or may have an interest in a transaction or engagement that is inconsistent with our clients’ interests. This could occur, for example, when the Company is providing services to multiple parties in connection with a transaction. In addition, as we provide more solutions-based services, there is greater potential for conflicts with advisory services. Managing conflicts of interest is an important issue for the Company which can be a challenge for a large and complex company such as ours. Due to the broad scope of our businesses and our client base, we regularly address potential conflicts of interest, including, without limitation, situations where our services to a particular client or our own investments or other interests are in conflict, or are perceived to be in conflict, with the interests of another client. If conflicts of interest are not carefully managed, it could lead to failure or perceived failure to protect the client’s interests, with attendant regulatory and reputational risks that could materially adversely affect us and our operations. There is no guarantee that all potential conflicts of interest will be identified, and undetected conflicts may result in damage to our professional reputation and result in legal liability, which may have a material adverse effect on our business. Identifying conflicts of interest may also prove difficult as we continue to bring systems and information together and integrate newly acquired businesses. We may not be able to adequately address such conflicts of interest.

In addition, insurance intermediaries have traditionally been remunerated by base commissions paid by insurance carriers in respect of placements we make for clients, or by fees paid by clients. Intermediaries also obtain other revenue from insurance carriers. This revenue, when derived from carriers in their capacity as insurance markets (as opposed to as corporate clients of the intermediaries where they may be purchasing insurance or reinsurance or other non-market-related services), is commonly known as market derived income or ‘MDI’. MDI is another example of an area in which allegations of conflicts of interest may arise. MDI takes a variety of forms, including volume- or profit-based contingent commissions, facilities administration charges, business development agreements, and fees for providing certain data to carriers.

MDI creates various risks. Intermediaries in many markets have a duty to act in the best interests of their clients and payments from carriers can incentivize intermediaries to put carriers’ or their own interests ahead of their clients. Accordingly, MDI may be subject to scrutiny by various regulators under conflict of interest, anti-trust, unfair competition, conduct and anti-bribery laws and regulations. While accepting MDI is a lawful and acceptable business practice, and while we have established systems and controls to manage these risks, we cannot predict whether our position will result in regulatory or other scrutiny and our controls may not be effective.

In addition, the Company offers affiliated investment funds, with plans to launch additional funds over time. Given that our Investments business may recommend affiliated investment funds or affirmatively invest such clients’ assets in such funds under delegated authority, there may be a perceived conflict of interest. While the Company has processes, procedures, and controls in place intended to mitigate any such potential conflicts, such controls may not be effective and any public perception that our controls are not effective, regardless of whether such perception is based in fact, could trigger regulatory inquiries or could impact client demand and the business’ financial performance. In addition, underperformance by our affiliated investment funds could lead to lawsuits by clients that were invested in such funds.

The failure or perceived failure to adequately address actual or potential conflicts of interest or allegations of anti-competitive behavior could affect the willingness of clients to deal with us or give rise to litigation or enforcement actions. Conflicts of interest or anti-competitive activities may also arise in the future that could cause material harm to us.

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

Increasing focus on ESG matters has and will continue to result in the adoption of legal and regulatory requirements that may be designed to mitigate, among other things, the effects of climate change on the environment and ensure sustainable supply chains, which require additional disclosure and reporting. As a result of our global operations, we can be subject to conflicting regulatory requirements from which conflicts may be exacerbated in markets with anti-ESG regulations. If new laws or regulations are more stringent than or conflict with current legal or regulatory requirements, we may experience increased compliance burdens and costs to meet such obligations. In addition, our selection of voluntary disclosure frameworks and standards, and the interpretation or application of those frameworks and standards, may change from time to time or may not meet the expectations of investors or other stakeholders. From time to time we may set, change or withdraw commitments or goals relating to sustainability (i.e., our ESG efforts relating to our internal operations) or our membership or support for certain sustainability-related organizations or initiatives. Our ability to develop and achieve our sustainability commitments and goals are subject to numerous risks, many of which are outside of our control, such as: the availability and cost of low- or non-greenhouse gas-intensive energy sources; infrastructure and technologies; evolving regulatory requirements affecting sustainability standards or disclosures; the sustainability posture of others in our value

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chain such as suppliers and other counterparties; and the availability and reliability of information upon which we determine our commitments, goals, and achievements.

Our processes and controls for reporting sustainability matters across our operations are evolving along with standards for identifying, measuring and reporting sustainability metrics, including sustainability-related disclosures that may be required by the SEC, European and other regulators, and such standards may change over time, which could result in significant revisions to our current goals, reported progress in achieving such goals, or ability to achieve such goals on a timely basis or at all. Methodologies for reporting sustainability data may be updated and previously-reported sustainability data may be adjusted to reflect: improvement in availability, measurement or quality of data, changing assumptions and use of estimates, changes in the nature and scope of our operations and other changes in circumstances. As we work to prepare to comply with new and amended applicable legal and regulatory requirements, including European Sustainability Reporting Standards under the E.U. Corporate Sustainability Reporting Directive (‘CSRD’), the E.U. Corporate Sustainability Due Diligence Directive, California’s Health and Safety Code as amended by S.B. 219 and IFRS Sustainability Standards issued by the International Sustainability Standards Board that may become applicable to us in our global operations, as well as focus on our own sustainability assessments and priorities, we may disclose additional metrics against which we may measure ourselves or be measured and tracked by others over time. We cannot predict future legal, regulatory and other developments in these areas, and any changes to the regulatory framework or our disclosure obligations could also negatively impact our business and results.

Increasing scrutiny and changing or competing expectations from governmental authorities, investors, clients and our colleagues with respect to our sustainability practices can impose additional costs on us or expose us to reputational, litigation or other risks.

There is increased and sometimes conflicting focus, including from governments, non-governmental organizations, investors, colleagues and clients, on sustainability matters such as environmental stewardship, climate change, inclusion and diversity, racial justice and workplace conduct. Negative public perception, adverse publicity or negative comments in social media and other forums could damage our reputation if we do not, or are not perceived to, adequately or appropriately address any one or more of these issues. Any harm to our reputation relating to sustainability matters could impact colleague engagement and retention and the willingness of clients and others to do business with us. In addition, with anti-ESG regulations and sentiment present in some of our markets, we could experience reduced revenue and reputational harm if we are targeted by government actors, private groups or influential individuals who disagree with our public positions on social or environmental issues, including our membership or commitments to sustainability-related organizations or initiatives. Similarly, we could become the target of litigation or investigations initiated by government authorities or private actors alleging that our sustainability-related activities are anti-competitive, discriminatory or otherwise unlawful.

Disclosures around our sustainability-related activities combined with increased demand for and scrutiny of sustainability-related strategies and advice may increase the risk that we could be perceived as, or accused of, making inaccurate or misleading statements, commonly referred to as ‘greenwashing,’ or that we have otherwise violated regulations. We may also face heightened scrutiny if we provide advice to our clients on or otherwise advocate in favor of particular sustainability strategies but do not implement them within our own business. Such perceptions or accusations could damage our reputation, result in litigation or regulatory enforcement actions and adversely affect our business.

Investors, in particular, have increased their emphasis on the sustainability practices of companies across all industries, including with respect to climate and human capital management. Certain investors have developed their own sustainability ratings while others use third-party benchmarks or scores to measure a company’s sustainability practices and make investment decisions or otherwise engage with the company to influence its practices in these areas. Additionally, our clients may evaluate our sustainability practices and/or request that we adopt certain sustainability-related policies in order to work with us. Also, organizations that provide ratings information to certain investors on sustainability-related matters may assign unfavorable ratings to the Company, which may lead to negative investor sentiment and the diversion of investment capital to other companies or industries, which could have a negative impact on the price of our ordinary shares and our costs of capital.

New government regulations could also result in new or more stringent forms of sustainability oversight and new mandatory and voluntary reporting, diligence and disclosure and related assurance. These new laws, rules and regulations could affect our operations or require significant expenditures.

As the nature, scope, and complexity of sustainability reporting, diligence and disclosure requirements expand, we may have to undertake additional costs to control, assess and report on sustainability metrics. Any failure or perceived failure, whether valid or not, to meet expectations or metrics, whether such expectations or metrics are set by us or by investors or other stakeholders, or to any other failure to make progress in this area on a timely basis, or at all, could negatively impact our reputation and our business.

Finally, in addition to the management, reporting, diligence and disclosure obligations governing our ESG practices, we are exposed to the business, operational and financial risks arising out of natural disasters, many of which could be exacerbated by climate change. See the Risk Factor under the heading ‘Macroeconomic trends, including inflation, changes in interest rates and trade policies, as well as political events, trade and other international disputes, war, terrorism, natural disasters, public health issues and other business interruptions, can adversely affect our business, results of operations or financial condition’ for more information.

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The economic, regulatory and political impact of the United Kingdom’s exit from the European Union, which occurred on January 31, 2020, could adversely affect us.

 

The Company is heavily invested in the U.K. through our businesses and activities. Brexit has resulted in greater restrictions on business conducted between the U.K. and E.U. countries and has increased regulatory complexities. Uncertainty remains as to how changes to the U.K.’s access to the E.U. Single Market and the wider trading, legal, regulatory, tax, social and labor environments, especially in the U.K. and E.U., will be impacted over time, including the resulting impacts on our business and that of our clients.

These Brexit-related changes may adversely affect our operations and financial results.

 

We believe we have implemented appropriate arrangements for the continued servicing of client business in the countries most affected. However, various significant risks remain in relation to the effects of the post-Brexit arrangements between the E.U. and U.K. including the following, among others:

•
the risk that regulators in the U.K. or E.U. may issue amended guidance or regulations in relation to those solutions (including any amended E.U. regulatory guidance in connection with the use of third-country branches of E.U.-domiciled insurance intermediary entities, whether following supervisory statements such as that issued by European Insurance and Occupational Pensions Authority (‘EIOPA’) on February 3, 2023 or otherwise) or that we fail to gain regulatory authorizations which could affect our business, operations or strategic plans;
•
the risk that we may require further changes to client contract terms and have to address additional regulatory requirements, including with respect to data protection and privacy standards;
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the risk over time of a loss of key talent, or an inability to hire sufficient and qualified talent, or the disruption to client servicing as a result of a need to relocate talent or roles or both between or within the E.U. and the U.K. as the regulatory and business environment changes following Brexit;
•
the risk that the business solutions implemented by our market counterparties change as the U.K.-E.U. regulatory environment evolves in a way that necessitates further alterations to our business models, with the risks described above;
•
the risk that the U.K. will continue to have in place a limited number of trade agreements with the E.U. member states and/or any non-E.U. states leading to potentially adverse trading conditions with other territories; and
•
the risk that the way in which the U.K.-E.U. regulatory and legal environment evolves differs from current expectations, resulting in the need to quickly and materially change our plans, and the risks described above with respect to any associated changes in such plans.

Financial and Related Regulatory Risks

We have material pension liabilities that can fluctuate significantly and adversely affect our financial position or net income or result in other financial impacts.

We have material pension liabilities, some of which represent unfunded and underfunded pension and postretirement liabilities. Movements in the interest rate environment, investment returns, inflation, changes in other assumptions that are used to estimate our benefit obligations, changes to existing legislation or interpretation thereof, the outcome of current or future litigation, and other factors could have a material effect on the level of liabilities in these pension plans and schemes at any given time. Most pension plans and schemes have minimum funding requirements that may require material amounts of periodic additional funding and accounting requirements that may result in increased pension expense. Depending on the foregoing factors, among others, we could be required to recognize further pension expense in the future. Increased pension expense could adversely affect our earnings or cause earnings volatility. In addition, the need to make additional cash contributions may reduce our financial flexibility and increase liquidity risk by reducing the cash available to meet our other obligations, including the payment obligations under our credit facilities and other long-term debt or other needs of our business.

Our outstanding debt could adversely affect our cash flows and financial flexibility, and we may not be able to obtain financing on favorable terms or at all.

WTW had total consolidated debt outstanding of approximately $5.3 billion as of December 31, 2024, and our related interest expense was $259 million for the year ended December 31, 2024.

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Although management believes that our cash flows will be sufficient to service this debt, there may be circumstances in which required payments of principal and/or interest on this level of indebtedness may:

•
require us to dedicate a significant portion of our cash flow to payments on our debt, thereby reducing the availability of cash flow to fund capital expenditures, to pursue other acquisitions or investments, to buy back Company shares, to pay dividends and for general corporate purposes;
•
limit our flexibility in reacting to changes or challenges relating to our business and industry; and
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put us at a competitive disadvantage against competitors who have less indebtedness or are in a more favorable position to access additional capital resources.

The terms of our current financings also include certain limitations. For example, the agreements relating to our debt arrangements and our revolving credit facility contain numerous operating and financial covenants, including requirements to maintain minimum ratios of consolidated EBITDA to consolidated cash interest expense and maximum levels of consolidated funded indebtedness to consolidated EBITDA, in each case subject to certain adjustments. The operating restrictions and financial covenants in our credit facility do, and any future financing agreements may, limit our ability to finance future operations or capital needs or to engage in other business activities.

A failure to comply with the restrictions under our credit facility and outstanding notes could result in a default or a cross-default under the financing obligations or could require us to obtain waivers from our lenders or noteholders, as applicable, for failure to comply with these restrictions. The occurrence of a default that is not cured, or the inability to secure a necessary consent or waiver, could cause our obligations with respect to our debt to be accelerated and have a material adverse effect on our business, financial condition or results of operations.

The maintenance and growth of our business depends on our access to capital, which will depend in large part on cash flow generated by our business and the availability of equity and debt financing. Also, we could be at risk to rising interest rates in the future to the extent that we borrow at floating rates under our existing borrowing agreements or refinance existing debt at higher rates. There can be no assurance that our operations will generate sufficient positive cash flow to finance all of our capital needs or that we will be able to obtain equity or debt financing on favorable terms or at all, which could have a material adverse effect on us.

A downgrade to our corporate credit rating, the credit ratings of our outstanding debt or other market speculation may adversely affect our borrowing costs and financial flexibility and, under certain circumstances, may require us to offer to buy back some of our outstanding debt.

A downgrade in our corporate credit rating or the credit ratings of our debt would increase our borrowing costs, including those under our credit facility, and reduce our financial flexibility. Real or anticipated changes in our credit ratings will generally affect any trading market for, or trading value of, our securities. Such changes could result from any number of factors, including the modification by a credit rating agency of the criteria or methodology it applies to particular issuers, a change in the agency’s view of us or our industry, or as a consequence of actions we take to implement our corporate strategies. If we need to raise capital in the future, any credit rating downgrade could negatively affect our financing costs or access to financing sources. A change in our credit rating could also adversely impact our competitive position.

In addition, under the indentures for our 4.400% senior notes due 2026, our 4.650% senior notes due 2027, our 4.500% senior notes due 2028, our 2.950% senior notes due 2029, our 5.350% senior notes due 2033, our 6.125% senior notes due 2043, our 5.050% senior notes due 2048, our 3.875% senior notes due 2049 and our 5.900% senior notes due 2054, if we experience a ratings decline together with a change of control event, we would be required to offer to purchase these notes from holders unless we had previously redeemed those notes. We may not have sufficient funds available or access to funding to repurchase tendered notes in that event, which could result in a default under the notes. Any future debt that we incur may contain covenants regarding, among other things, repurchases in the event of a change of control triggering event.

Our significant non-U.S. operations, particularly our London market operations, expose us to exchange rate fluctuations and various other risks that could impact our business.

A significant portion of our operations is conducted outside of the U.S. Accordingly, we are subject to legal, economic and market risks associated with operating in foreign countries, including devaluations and fluctuations in currency exchange rates; imposition of limitations on conversion of foreign currencies into Pounds sterling or U.S. dollars or remittance of dividends and other payments by foreign subsidiaries; hyperinflation in certain foreign countries; adverse or unexpected impacts of fiscal and monetary policies of foreign countries; imposition or increase of investment and other restrictions by foreign governments; and the requirement of complying with a wide variety of foreign laws.

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We report our operating results and financial condition in U.S. dollars. Our U.S. operations earn revenue and incur expenses primarily in U.S. dollars. In our London market operations however, we earn revenue in a number of different currencies, but expenses are almost entirely incurred in Pounds sterling. Outside of the U.S. and our London market operations, we predominantly generate revenue and expenses in local currencies.

Because of devaluations and fluctuations in currency exchange rates or the imposition of limitations on conversion of foreign currencies into U.S. dollars, we are subject to currency translation exposure on the profits of our operations, in addition to economic exposure. Furthermore, the mismatch between Pounds sterling revenue and expenses, together with any net Pounds sterling balance sheet position we hold in our U.S. dollar-denominated London market operations, creates an exchange exposure. While we do utilize hedging strategies to attempt to reduce the impact of foreign currency fluctuations, there can be no assurance that our hedging strategies will be effective.

Changes in accounting principles or in our accounting estimates and assumptions could negatively affect our financial position and results of operations.

We prepare our financial statements in accordance with U.S. GAAP. Any change to accounting principles, particularly to U.S. GAAP, could have a material adverse effect on us or our results of operations.

U.S. GAAP accounting principles require us to make estimates and assumptions that affect the reported amounts of assets and liabilities, and the disclosure of contingent assets and liabilities at the date of our financial statements. We are also required to make certain judgments that affect the reported amounts of revenue and expenses during each reporting period. We periodically evaluate our estimates and assumptions, including those relating to revenue recognition, valuation of billed and unbilled receivables from clients, discretionary compensation, incurred-but-not-reported liabilities, restructuring, pensions, goodwill and other intangible assets, contingencies, share-based payments and income taxes. We base our estimates on historical experience and various assumptions that we believe to be reasonable based on specific circumstances. Actual results could differ from these estimates, and changes in accounting standards could have an adverse impact on our future financial position and results of operations.

In addition, we have a substantial amount of goodwill on our consolidated balance sheet as a result of acquisitions we have completed. We review goodwill for impairment annually or whenever events or circumstances indicate impairment may have occurred, including an impairment that resulted in goodwill impairment charges of $1.0 billion on our BDA reporting unit during the year ended December 31, 2024 in connection with the completed sale of TRANZACT. Application of the impairment test requires judgment, including the identification of reporting units, assignment of assets, liabilities and goodwill to reporting units and the determination of the fair value of each reporting unit. A significant deterioration in a key estimate or assumption or a less significant deterioration to a combination of assumptions, or the sale of a part of a reporting unit, could result in an impairment charge in the future, which could have a significant adverse impact on our reported earnings.

Our quarterly revenue and cash flow could fluctuate, including as a result of factors outside of our control, while our expenses may remain relatively fixed or be higher than expected.

Quarterly variations in our revenue, cash flow and results of operations have occurred in the past and could occur as a result of a number of factors, such as: the significance of client engagements commenced and completed during a quarter; seasonality of certain types of services; the number of business days in a quarter; colleague hiring and utilization rates; our clients’ ability to terminate engagements without penalty; the size and scope of assignments; our ability to enhance our billing, collection and working capital management efforts; differences in timing of renewals; non-recurring revenue from disposals and book-of-business sales; and general economic conditions.

We derive significant revenue from commissions for brokerage services, but do not determine the insurance premiums on which our commissions are generally based. Commission levels generally follow the same trend as premium levels, as they are a percentage of the premiums paid by the insureds. Fluctuations in the premiums charged by the insurance carriers can therefore have a direct and potentially material impact on our results of operations. Due to the cyclical nature of the insurance market and the impact of other market conditions on insurance premiums, commission levels 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 commission revenue and operating margin. We could be negatively impacted by soft market conditions across certain sectors and geographic regions. In addition, insurance carriers may seek to reduce their expenses by reducing the commission rates payable to insurance agents or brokers such as us. The reduction of these commission rates, along with general volatility and/or declines in premiums, may significantly undermine our profitability. Because we do not determine the timing or extent of premium pricing changes, it is difficult to accurately forecast our commission revenue, including whether they will significantly decline. As a result, we may have to adjust our plans for future acquisitions, capital expenditures, dividend payments, loan repayments and other expenditures to account for unexpected changes in revenue, and any decreases in premium rates may adversely affect the results of our operations.

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In addition to movements in premium rates, our ability to generate premium-based commission revenue may be challenged by disintermediation and the growing availability of alternative methods for clients to meet their risk-protection needs. This trend includes a greater willingness on the part of corporations to self-insure, the use of captive insurers, and the presence of capital markets-based solutions for traditional insurance and reinsurance needs. Further, the profitability of our risk and broking businesses depends in part on our ability to be compensated for the analytical services and other advice that we provide, including the consulting and analytics services that we provide to insurers. If we are unable to achieve and maintain adequate billing rates for all of our services, our margins and profitability could decline.

We account for certain joint ventures or other significant investments in businesses under the equity method of accounting. This means that our share of net income or loss in the investee increases or decreases, as applicable, the carrying value of the investment. By operating a business through this arrangement, we do not have the same level of control over operating decisions as we would if we owned the business outright. We recognize these types of equity method investments within other assets on the consolidated balance sheets and their proportionate share of earnings in other income/(loss), net in the consolidated statements of operations. As a result, the amount of net equity income recognized from these investments can vary substantially from period to period. Any losses experienced by these entities could cause significant variations in our quarterly operating results and the value of our investment.

A sizeable portion of our total operating expenses is relatively fixed or may even be higher than expected, encompassing the majority of administrative, occupancy, communications and other expenses, depreciation and amortization, and salaries and employee benefits excluding fiscal year-end incentive bonuses. Therefore, a variation in the number of client assignments and collection of accounts receivable, or in the timing of the initiation or the completion of client assignments, or our inability to forecast demand, can cause significant variations in quarterly operating results and could result in losses and volatility in the price of our ordinary shares.

We are a holding company and therefore, may not be able to receive dividends or other distributions in needed amounts from our subsidiaries.

The Company is organized as a holding company, a legal entity that is separate and distinct from our operating subsidiaries. As a holding company without significant operations of our own, we are dependent upon dividends and other payments from our operating subsidiaries to meet our obligations for paying principal and interest on outstanding debt obligations, for paying dividends to shareholders, for repurchasing our ordinary shares and for corporate expenses. Legal and regulatory restrictions, foreign exchange controls, as well as operating requirements of our subsidiaries, may limit our ability to obtain cash from these subsidiaries. For example, Willis Limited, our U.K. brokerage subsidiary regulated by the FCA, is currently required to maintain $90 million in unencumbered and available financial resources, of which at least $57 million must be in cash, for regulatory purposes. In the event our operating subsidiaries are unable to pay dividends and other payments to the Company, we may not be able to service debt, pay obligations or pay dividends on, or repurchase, our ordinary shares. In the event we are unable to generate cash from our operating subsidiaries for any of the reasons discussed above, our overall liquidity could deteriorate.

Tax Risks

If a U.S. person is treated as owning at least 10% of our shares, such a holder may be subject to adverse U.S. federal income tax consequences.

Under current U.S. federal tax law, many of our non-U.S. subsidiaries are now classified as ‘controlled foreign corporations’ (‘CFCs’) for U.S. federal income tax purposes due to the expanded application of certain ownership attribution rules within a multinational corporate group. If a U.S. person is treated as owning (directly, indirectly or constructively) at least 10% of the value or voting power of our shares, such a person may be treated as a U.S. shareholder with respect to one or more of our CFC subsidiaries. In addition, if our shares are treated as owned more than 50% by U.S. shareholders, we would be treated as a CFC. A U.S. shareholder of a CFC may be required to annually report and include in its U.S. taxable income, as ordinary income, its pro-rata share of Subpart F income, global intangible low-taxed income, and investments in U.S. property by CFCs, whether or not we make any distributions to such U.S. shareholder. An individual U.S. shareholder generally would not be allowed certain tax deductions or foreign tax credits that would be allowed to a corporate U.S. shareholder with respect to a CFC. A failure by a U.S. shareholder to comply with its reporting obligations may subject the U.S. shareholder to significant monetary penalties and may extend the statute of limitations with respect to the U.S. shareholder’s U.S. federal income tax return for the year for which such reporting was due. We cannot provide any assurances that we will assist investors in determining whether we or any of our non-U.S. subsidiaries are CFCs or whether any investor is a U.S. shareholder with respect to any such CFCs. We also cannot guarantee that we will furnish to U.S. shareholders any or all of the information that may be necessary for them to comply with the aforementioned obligations. U.S. investors should consult their own advisors regarding the potential application of these rules to their investments in us.

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Legislative or regulatory action or developments in case law in the U.S. or elsewhere could have a material adverse impact on our worldwide effective corporate tax rate.

We cannot give any assurance as to what our effective tax rate will be in the future, because of, among other things, uncertainty regarding the tax laws and policies of the jurisdictions where we operate. Our actual effective tax rate may vary from expectations, and that variance may be material.

The tax laws of Ireland and other jurisdictions could change in the future. There may be an enactment of additional, or the revision of existing, state, federal and/or non-U.S. regulatory and tax laws, and/or a development of case law, regulations and policy changes in the jurisdictions in which we operate. Any such changes could cause a material change in our effective tax rate.

Further, it is possible that taxing authorities may propose significant changes, which, if executed, could limit the availability of tax benefits or deductions that we currently claim, override tax treaties upon which we rely, or otherwise affect the taxes that Ireland, the U.S. or other territories impose on our worldwide operations.

Such new legislation (or changes to existing legislation or interpretation thereof) could materially adversely affect our effective tax rate and/or require us to take further action, at potentially significant additional expense, to seek to preserve our effective tax rate. Relatedly, if proposals were enacted that have the effect of limiting our ability as an Irish company to take advantage of tax treaties with the U.S. or other territories, we could incur additional tax expense and/or otherwise experience business detriment.

For example, in August 2022, the U.S. enacted the Inflation Reduction Act of 2022 (‘IRA’), which, among other effects, creates a new corporate alternative minimum tax of at least 15% on adjusted financial statement income for certain corporations with average book income of more than $1 billion. The book minimum tax applied to us beginning in 2023 and did not have a material impact on our effective tax rate.

In addition, the U.S. Congress, the Organization for Economic Co-operation and Development (‘OECD’), the World Trade Organization and other government agencies in non-U.S. jurisdictions where we and our affiliates do business have had an extended focus on issues related to the taxation of multinational corporations. One example is around base erosion and profit shifting, where payments are made between affiliates from a jurisdiction with high tax rates to a jurisdiction with lower tax rates. Several jurisdictions have enacted legislation that is aligned with, and in some cases exceeds the scope of, the recommendations in the OECD’s 2015 reports addressing 15 specific actions as part of a comprehensive plan to create an agreed set of international rules for fighting base erosion and profit shifting.

Finally, on October 8, 2021, the OECD announced an international agreement with more than 140 countries to implement a two-pillar solution to address tax challenges arising from 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 rules (the ‘OECD Model Rules’) under Pillar Two. On December 12, 2022, E.U. member states reached an agreement to implement Pillar Two which agreement 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.

These changes, when enacted and implemented by various countries in which we do business, could increase uncertainty and may adversely affect our tax rate and cash flow in future years.

Risks Related to Being an Irish-Incorporated Company

The laws of Ireland differ from the laws in effect in the United States and may afford less protection to holders of our securities.

It may not be possible to enforce court judgments obtained in the U.S. against us in Ireland, based on the civil liability provisions of the U.S. federal or state securities laws. In addition, there is some uncertainty as to whether the courts of Ireland would recognize or enforce judgments of U.S. courts obtained against us or our directors or officers based on the civil liability provisions of the U.S. federal or state securities laws or hear actions against us or those persons based on those laws. We have been advised that the U.S. currently does not have a treaty with Ireland providing for the reciprocal recognition and enforcement of judgments in civil and commercial matters. Therefore, a final judgment for the payment of money rendered by any U.S. federal or state court based on civil liability, whether or not based solely on U.S. federal or state securities laws, would not automatically be enforceable in Ireland.

As an Irish company, we are governed by the Irish Companies Act, which differs in some material respects from laws generally applicable to U.S. corporations and shareholders, including, among others, differences relating to interested director and officer transactions and shareholder lawsuits. Likewise, the duties of directors and officers of an Irish company generally are owed to the

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company only. Shareholders of Irish companies generally do not have a personal right of action against directors or officers of the company and may exercise such rights of action on behalf of the company only in limited circumstances. Accordingly, holders of our securities may have more difficulty protecting their interests than would holders of securities of a corporation incorporated in a jurisdiction of the United States.

As an Irish public limited company, certain decisions related to our capital structure will require the approval of shareholders, which may limit our flexibility to manage our capital structure.

Irish law generally provides that a board of directors may allot and issue shares (or rights to subscribe for or convert into shares) if authorized to do so by a company’s constitution or by an ordinary resolution of shareholders. Such authorization may be granted in respect of up to the entirety of a company’s authorized but unissued share capital and for a maximum period of five years, at which point it must be renewed by another ordinary resolution. The Company’s constitution authorizes our directors to allot shares up to the maximum of the Company’s authorized but unissued share capital for a period of five years. This authorization will need to be renewed by ordinary resolution upon its expiration and at periodic intervals thereafter. Under Irish law, an allotment authority may be given for up to five years at each renewal, but governance considerations may result in renewals for shorter periods or in respect of less than the maximum permitted number of shares being sought or approved.

Additionally, under Irish law, we may only pay dividends and, generally, make share repurchases and redemptions from distributable profits. Distributable profits may be created through the earnings of the Company or other methods (including certain intragroup reorganizations involving the capitalization of the Company’s undistributable profits and their subsequent reduction). While it is our intention to maintain a sufficient level of distributable profits in order to pay dividends on our ordinary shares and make share repurchases, there is no assurance that the Company will maintain the necessary level of distributable profits to do so.

ITEM 1B. UNRESOLVED STAFF COMMENTS

None.

ITEM 1C. CYBERSECURITY

WTW’s management is responsible for the day-to-day management of risks, and the board, including through its committees, is responsible for understanding and overseeing the various risks facing WTW. As a professional services firm providing advice, broking and solutions in the areas of people, risk and capital, and often involving confidential and sensitive information, cybersecurity risk management is an integral part of our enterprise risk management (‘ERM’) strategy.

Cybersecurity Risk Management and Strategy

Increased global cybersecurity vulnerabilities, threats and more sophisticated and targeted cyber-related attacks pose an ongoing risk to the security of our information systems and networks. WTW seeks to manage cybersecurity risks consistent with its general approach to ERM. As further described below, our cybersecurity risk management program is coordinated by cross-functional teams. Technology and cyber risks that meet certain thresholds are escalated and tracked by the ERM team within the WTW Risk function.

 

WTW has been certified by ISO 27001 and identifies, categorizes and manages cyber risks according to frameworks such as SOC 2 - Type 2 and the National Institute of Standards and Technology (‘NIST’) Framework. Additionally, WTW undertakes vulnerability scanning, and engages third parties from time-to-time to conduct penetration testing to help WTW identify and reduce the threat of known and emerging cybersecurity risks.

Board Oversight and Governance

WTW’s board of directors has delegated the oversight of cybersecurity risks to the Risk and Operational Oversight Committee (the ‘Risk Committee’), which was recently formed following the completion of the three-year term of the Operational Transformation Committee. The Risk Committee assists the board of directors in its oversight of the ERM framework, policies, and practices used by WTW to identify, assess, and manage WTW’s key operational risks, including without limitation: cybersecurity, technology, information security, privacy, and artificial intelligence risk. WTW’s Chief Information Security Officer (‘CISO’) and Global Head of Technology report to the Risk Committee on cybersecurity matters, including key risks. The Risk Committee reports to the board of directors at each formal board meeting and the board of directors discusses those reports.

Management Oversight and Governance

Management plays an important role in assessing and managing WTW’s material risks from cybersecurity threats. The CISO is responsible for designing and implementing a security program and strategy. WTW's CISO has served in various roles in information technology and information security for over 33 years, including serving as CISO of several public companies. The CISO holds undergraduate and graduate degrees in mathematics and strategic information systems and has attained the professional certification of

40

 

Certified Information Systems Security Professional. The CISO reports to the Global Head of Technology. WTW’s Global Head of Technology has served in various roles in information technology for over 25 years. The Global Head of Technology holds a graduate degree in business.

As part of the WTW cybersecurity program, cross-functional teams throughout WTW, including enterprise risk management, operational resilience, legal, compliance and information security, coordinate to monitor, consider, and, when appropriate, address cybersecurity threats and respond to cybersecurity incidents. Through ongoing communications among these teams, the CISO, the Global Head of Technology, and other members of senior management, as appropriate, are informed about and monitor the prevention, detection, mitigation, and remediation of cybersecurity threats and incidents and escalate such threats and incidents as appropriate through the processes described in more detail below.

WTW’s cybersecurity program is an ongoing process designed to identify, assess and manage WTW’s risk exposures over the short-, intermediate- and long-term. Management’s cybersecurity risk management strategy and processes include the following areas of focus:

•
Incident Response Planning: WTW has a global Information and Cyber Security Incident Response Plan (‘ICSIRP’ or ‘Plan’) for identifying and managing cyber and data security threats. The ICSIRP defines the roles and responsibilities of WTW stakeholders involved in responding to cyber and data security events, severity levels and incident categories, and it outlines a process for incident management, including escalation and communication procedures.
•
Technical Safeguards: WTW seeks to continuously improve implemented technical safeguards that are designed to protect WTW’s information systems. Standards include controls for access management, cyber threat and incident management, data security, encryption, human resource security, network and device security, secure asset management, secure system development, security operations and third-party security. While WTW seeks to maintain adequate controls, they may not always be effective or at the level of maturity that the Company ultimately wishes to maintain. See Part I, Item 1A Risk Factors under the heading ‘Data and cybersecurity breaches or improper disclosure of confidential company or personal data could result in material financial loss, regulatory actions, reputational harm and/or legal liability’ for more information about WTW’s technical controls, management, mitigation, and security practices as well as the risks related thereto.
•
Education and Awareness: WTW’s policy requires annual, mandatory privacy and information security training for all WTW colleagues.
•
Third-Party Risk Management: WTW’s risk management strategy includes a risk management process focused on third-party service providers and other parties with which we engage that is intended to align with the technology security key controls across the organization.
•
Threat Intelligence: Through its regular monitoring processes, WTW obtains intelligence on cyber threats relevant to the Company at strategic, operational and tactical levels to help inform and reassess its cybersecurity risk management priorities.

Material Effects of Cybersecurity Incidents

Although we and our vendors regularly experience cybersecurity incidents, we do not believe that risks from cybersecurity threats, including as a result of any previous cybersecurity incidents, have materially affected our business strategy, results of operations or financial condition. However, there is no guarantee that a future cyber incident would not materially affect our business strategy, results of operations or financial condition. To learn more about risks from cybersecurity threats, review the risk factors included in Part I, Item 1A Risk Factors in this Annual Report on Form 10-K, as updated by WTW’s subsequent SEC filings. The risks described in such filings are not the only risks facing WTW. Additional risks and uncertainties not currently known or that may currently be deemed to be immaterial also may materially adversely affect WTW’s business, financial condition or results of operations.

ITEM 2. PROPERTIES

We operate offices in many countries throughout the world and believe that our properties are generally suitable and adequate for the purposes for which they are used. The principal properties are located in the United States and the United Kingdom. In addition, we have other offices in various locations, including among others, Europe, Asia, Australia and Latin America. Operations of each of our segments are carried out in owned or leased offices under operating leases that typically do not exceed 10 years in length, except for certain properties in key locations. We do not anticipate difficulty in meeting our space needs at lease expiration.

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From time to time, we are party to various lawsuits, arbitrations or mediations that arise in the ordinary course of business. The disclosure called for by Item 3 regarding our legal proceedings is incorporated by reference herein from Note 15 — Commitments and Contingencies, within Item 8 in this Annual Report on Form 10-K.

ITEM 4. MINE SAFETY DISCLOSURES

Not applicable.

42

 

PART II.

ITEM 5. MARKET FOR REGISTRANT’S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES

Share Data

Our ordinary shares trade on the NASDAQ Global Select Market under the symbol ‘WTW’ as of January 10, 2022. As of February 24, 2025, there were 958 shareholders of record of our ordinary shares, not including those ordinary shares held in street or nominee name.

Dividends

We normally pay dividends on a quarterly basis to shareholders of record on March 31, June 30, September 30 and December 31. In February 2025, the board of directors approved a quarterly cash dividend of $0.92 per share ($3.68 per share annualized rate), which will be paid on or around April 15, 2025 to shareholders of record as of March 31, 2025.

There are no governmental laws, decrees or regulations in Ireland that restrict the remittance of dividends or other payments to non-resident holders of the Company’s shares.

In circumstances where one of Ireland’s many exemptions from dividend withholding tax (‘DWT’) does not apply, dividends paid by the Company will be subject to Irish DWT (currently 20 percent). Residents of the United States should be exempt from Irish DWT provided relevant documentation supporting the exemption has been put in place. While the U.S.-Ireland Double Tax Treaty contains provisions reducing the rate of Irish DWT in prescribed circumstances, it should generally be unnecessary for U.S. residents to rely on the provisions of this treaty due to the wide scope of exemptions from Irish DWT available under Irish domestic law. Irish income tax may also arise in respect of dividends paid by the Company. However, U.S. residents entitled to an exemption from Irish DWT generally have no Irish income tax liability on dividends.

With respect to non-corporate U.S. shareholders, certain dividends from a qualified foreign corporation may be subject to reduced rates of taxation. A foreign corporation is treated as a qualified foreign corporation with respect to dividends received from that corporation on shares that are readily tradeable on an established securities market in the United States, such as our shares. Non-corporate U.S. shareholders that do not meet a minimum holding period requirement for our shares during which they are not protected from the risk of loss or that elect to treat the dividend income as investment income pursuant to section 163(d)(4) of the Code will not be eligible for the reduced rates of taxation regardless of our status as a qualified foreign corporation. In addition, the rate reduction will not apply to dividends if the recipient of a dividend is obligated to make related payments with respect to positions in substantially similar or related property. This disallowance applies even if the minimum holding period has been met. U.S. shareholders should consult their own tax advisors regarding the application of these rules given their particular circumstances.

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Performance Graph

Comparison of Five-Year Cumulative Total Shareholder Return

The graph below depicts cumulative total shareholder returns for WTW for the period from December 31, 2019 through December 31, 2024.

The graph also depicts the total return for the S&P 500 and for a peer group for WTW comprised of Aon plc, Arch Capital Group Ltd., Arthur J. Gallagher & Co., Automatic Data Processing, Inc., Booz Allen Hamilton Holding Corporation, Brown & Brown Inc., Cognizant Technology Solutions Corporation, Fidelity National Financial, Inc., Fidelity National Information Services, Inc., First American Financial Corporation, Fiserv, Inc., Marsh & McLennan Companies, Inc., Principal Financial Group, Inc., Robert Half International Inc., S&P Global Inc., and Unum Group. The graph charts the performance of $100 invested on the initial date indicated, December 31, 2019, assuming full dividend reinvestment.

img114029682_1.jpg

Unregistered Sales of Equity Securities and Use of Proceeds

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

Purchases of Equity Securities by the Issuer and Affiliated Purchasers

The Company is authorized to repurchase shares, by way of redemption, and will consider whether to do so from time to time, based on many factors, including market conditions.

There are no expiration dates for these repurchase plans or programs. The following table presents specified information about the Company’s repurchases of ordinary shares in the fourth quarter and the Company’s 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

 

October 1, 2024 through October 31, 2024

 

362,252

 

 

$

292.18

 

 

 

362,252

 

 

 

5,519,443

 

November 1, 2024 through November 30, 2024

 

403,312

 

 

$

314.52

 

 

 

403,312

 

 

 

5,116,131

 

December 1, 2024 through December 31, 2024

 

513,422

 

 

$

316.33

 

 

 

513,422

 

 

 

4,602,709

 

 

 

1,278,986

 

 

$

308.92

 

 

 

1,278,986

 

 

 

 

 

44

 

The board of directors has authorized the current open-ended repurchase program for a total of up to $10.2 billion, which was most recently increased by $1.0 billion on November 20, 2024. At December 31, 2024, the maximum number of shares that may be purchased under the existing stock repurchase program is 4,602,709, with approximately $1.4 billion remaining on the current open-ended repurchase authority granted by the board. An estimate of the maximum number of shares under the existing authorities was determined using the closing price of our ordinary shares on December 31, 2024 of $313.24.

Securities Authorized for Issuance Under Equity Compensation Plans

The following table provides information, as of December 31, 2024, about the securities authorized for issuance under the Company’s equity compensation plans and is categorized according to whether or not the equity plan was previously approved by shareholders.

 

Plan Category

 

Number of Shares to be Issued Upon Exercise of Outstanding Options, Warrants and Rights

 

Weighted Average Exercise Price of Outstanding Options, Warrants and Rights

 

Number of Shares Remaining Available for Future Issuance (ii)

Equity Compensation Plans Approved by Security Holders (i)

 

1,404,655

 

—

 

4,919,702

Equity Compensation Plans Not Approved by Security Holders

 

—

 

—

 

—

Total

 

1,404,655

 

—

 

4,919,702

 

(i)
Includes options and RSUs outstanding under the Towers Watson & Co. 2009 Long-Term Incentive Plan and the 2012 Equity Incentive Plan (‘2012 Plan’). The Company intends to only grant future awards under the 2012 Plan.
(ii)
Represents shares available for issuance pursuant to awards that may be granted under the 2012 Plan (3,911,221 shares) and the Willis Towers Watson Public Limited Company Amended and Restated 2010 North American Employee Stock Purchase Plan (1,008,481 shares).

45

 

ITEM 6. [Reserved]

 

46

 

ITEM 7. 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 Part I, Item 1A Risk Factors for 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.

Our methods of calculating these measures may differ from those used by other companies and therefore comparability may be limited. These financial measures should be viewed in addition to, not in lieu of, the consolidated financial statements for the year ended December 31, 2024.

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 Middle East conflicts. 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

47

 

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 this Annual Report on Form 10-K 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

 

In the fourth quarter of 2024, the Company concluded a three-year ‘Transformation program’ designed to enhance operations, optimize technology and align its real estate footprint to its new ways of working. The program incurred cumulative costs of $1.115 billion and capital expenditures of $130 million, resulting in a total investment of $1.245 billion. Although the Transformation program concluded in 2024, we expect additional cash outflows in 2025 from the settlement of accrued costs.

 

The main categories of charges were in the following four areas:

•
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.
•
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 consolidated statements of comprehensive income. For the years ended December 31, 2024, 2023 and 2022, restructuring charges under our Transformation program totaled $61 million, $68 million and $99 million, respectively. Other costs incurred under the Transformation program are included in transaction and transformation and were $378 million, $347 million and $136 million for the years ended December 31, 2024, 2023 and 2022, respectively.

From the actions taken during 2024, we have identified an additional $136 million of annualized run-rate savings due to newly-realized opportunities and incremental sources of value. Since the inception of the program to its conclusion, we have identified $473 million of cumulative annualized run-rate savings, which overall were primarily attributable to process optimization. We began to recognize the benefits from the program during 2022.

For a discussion of material risks associated with the Transformation program, please see Part I, Item 1A Risk Factors under the heading ‘We may not be able to fully realize the anticipated benefits of our strategy or our expected product, service and transaction pipelines’ and other Risk Factors in this Annual Report on Form 10-K.

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For management’s discussion of our results of operations for the year ended December 31, 2023 in comparison with the year ended December 31, 2022, please see our Annual Report on Form 10-K filed with the SEC on February 22, 2024.

Financial Statement Overview

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

Consolidated Statements of Comprehensive Income

($ in millions, except per share data)

 

 

Years ended December 31,

 

 

 

2024

 

 

2023

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Revenue

 

$

9,930

 

 

 

100

%

 

$

9,483

 

 

 

100

%

Costs of providing services

 

 

 

 

 

 

 

 

 

 

 

 

Salaries and benefits

 

 

5,502

 

 

 

55

%

 

 

5,344

 

 

 

56

%

Other operating expenses

 

 

1,833

 

 

 

18

%

 

 

1,815

 

 

 

19

%

Impairment (i)

 

 

1,042

 

 

 

10

%

 

 

—

 

 

 

—

%

Depreciation

 

 

230

 

 

 

2

%

 

 

242

 

 

 

3

%

Amortization

 

 

226

 

 

 

2

%

 

 

263

 

 

 

3

%

Restructuring costs

 

 

61

 

 

 

1

%

 

 

68

 

 

 

1

%

Transaction and transformation

 

 

409

 

 

 

4

%

 

 

386

 

 

 

4

%

Total costs of providing services

 

 

9,303

 

 

 

 

 

 

8,118

 

 

 

 

Income from operations

 

 

627

 

 

 

6

%

 

 

1,365

 

 

 

14

%

Interest expense

 

 

(263

)

 

 

(3

)%

 

 

(235

)

 

 

(2

)%

Other (loss)/income, net (i)

 

 

(260

)

 

 

(3

)%

 

 

149

 

 

 

2

%

INCOME FROM OPERATIONS BEFORE INCOME TAXES

 

 

104

 

 

 

1

%

 

 

1,279

 

 

 

13

%

Provision for income taxes

 

 

(192

)

 

 

(2

)%

 

 

(215

)

 

 

(2

)%

Income attributable to non-controlling interests

 

 

(10

)

 

 

—

%

 

 

(9

)

 

 

—

%

NET (LOSS)/INCOME ATTRIBUTABLE TO WTW

 

$

(98

)

 

 

(1

)%

 

$

1,055

 

 

 

11

%

Diluted (loss)/earnings per share

 

$

(0.96

)

 

 

 

 

$

9.95

 

 

 

 

 

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

Consolidated Revenue

We derive the majority of our revenue from commissions from our brokerage services and fees for consulting and administration services. No single client represented a significant concentration of our consolidated revenue for any of our three most recent fiscal years.

The following table details our top five markets based on percentage of consolidated revenue (in U.S. dollars) from the countries where work was performed for the year ended December 31, 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

 

 

52

%

United Kingdom

 

 

19

%

France

 

 

4

%

Canada

 

 

3

%

Germany

 

 

3

%

 

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The table below details the approximate percentage of our revenue and expenses from continuing operations by transactional currency for the year ended December 31, 2024.

 

Transactional Currency

 

Revenue

 

 

Expenses (i)

 

U.S. dollars

 

 

59

%

 

 

53

%

Pounds sterling

 

 

11

%

 

 

18

%

Euro

 

 

14

%

 

 

12

%

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.

The following table sets forth the total revenue for the years ended December 31, 2024 and 2023 and the components of the change in total revenue for the year ended December 31, 2024, as compared to the prior year. The components of the revenue change may not add due to rounding.

 

 

 

 

 

 

 

 

 

 

 

Components of Revenue Change

 

 

 

 

 

 

 

 

As

 

Less:

 

Constant

 

Less:

 

 

 

 

Years Ended December 31,

 

 

Reported

 

Currency

 

Currency

 

Acquisitions/

 

Organic

 

 

2024

 

 

2023

 

 

Change

 

Impact

 

Change

 

Divestitures

 

Change (i)

 

 

($ in millions)

 

 

 

 

 

 

 

 

 

 

 

Revenue

 

$

9,930

 

 

$

9,483

 

 

5%

 

—%

 

5%

 

—%

 

5%

 

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

Revenue for the year ended December 31, 2024 was $9.9 billion, compared to $9.5 billion for the year ended December 31, 2023, an increase of $447 million, or 5%, on an as-reported basis. Adjusting for the impact of foreign currency and acquisitions and disposals, our organic revenue growth was 5% for the year ended December 31, 2024. The increases in both as-reported and organic revenue were driven by strong performances in both segments.

Our revenue can be materially impacted by changes in currency conversions, which can fluctuate significantly over the course of a calendar year. For the year ended December 31, 2024, currency translation decreased our consolidated revenue by $19 million. The primary currency driving this change was the Argentine Peso.

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

Segment Revenue and Segment Operating Income

Segment revenue excludes amounts that were directly incurred on behalf of our clients and reimbursed by them (reimbursed expenses); however, these amounts are included in consolidated revenue, as required by applicable accounting standards and SEC rules. Segment operating income excludes certain costs, including (i) amortization of intangibles; (ii) restructuring costs; and (iii) certain transaction and transformation expenses, and includes certain expense amounts which may be determined on both a direct and allocated basis. See Note 5 – Segment Information within Item 8 of this Annual Report on Form 10-K for more information about how our segment revenue and segment operating income is calculated and a reconciliation to our GAAP results.

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 all tables 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.

HWC is the larger of the two segments of the Company, generating approximately 59% of our segment revenue for the year ended December 31, 2024. 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.

50

 

The following table sets forth HWC segment revenue for the years ended December 31, 2024 and 2023, and the components of the change in revenue for the year ended December 31, 2024 from the year ended December 31, 2023.

 

 

 

 

 

 

 

 

 

 

 

Components of Revenue Change

 

 

 

 

 

As

 

Less:

 

Constant

 

Less:

 

 

 

 

Years ended December 31,

 

 

Reported

 

Currency

 

Currency

 

Acquisitions/

 

Organic

 

 

2024

 

 

2023

 

 

Change

 

Impact

 

Change

 

Divestitures

 

Change

 

 

($ in millions)

 

 

 

 

 

 

 

 

 

 

 

Segment revenue excluding interest income

 

$

5,745

 

 

$

5,557

 

 

3%

 

—%

 

3%

 

—%

 

4%

Interest income

 

 

32

 

 

 

25

 

 

 

 

 

 

 

 

 

 

 

Total segment revenue

 

$

5,777

 

 

$

5,582

 

 

3%

 

—%

 

4%

 

—%

 

4%

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Segment operating income

 

$

1,717

 

 

$

1,565

 

 

 

 

 

 

 

 

 

 

 

 

HWC segment revenue for the years ended December 31, 2024 and 2023 was $5.8 billion and $5.6 billion, respectively. Organic revenue growth in Health was achieved across all regions with the continued expansion of our Global Benefits Management client portfolio being a meaningful driver. Our Wealth businesses generated organic revenue growth from our Investments-related solutions and higher levels of Retirement work. Career had organic revenue growth from increased survey sales, product revenue and advisory project work. Benefits Delivery & Outsourcing revenue was materially flat, as growth in Outsourcing from regulatory-driven project work and new-client wins was largely offset by decreased revenue in TRANZACT.

 

HWC segment operating income for the years ended December 31, 2024 and 2023 was $1.7 billion and $1.6 billion, respectively. HWC segment operating income increased due primarily to transformation savings as well as operating leverage driven by organic revenue growth and disciplined expense management.

Risk & Broking (‘R&B’)

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.

R&B generated approximately 41% of our segment revenue for the year ended December 31, 2024. The segment comprises two primary businesses - Corporate Risk & Broking and Insurance Consulting and Technology.

The following table sets forth R&B segment revenue for the years ended December 31, 2024 and 2023, and the components of the change in revenue for the year ended December 31, 2024 from the year ended December 31, 2023.

 

 

 

 

 

 

 

 

 

 

 

Components of Revenue Change

 

 

 

 

 

As

 

Less:

 

Constant

 

Less:

 

 

 

 

Years ended December 31,

 

 

Reported

 

Currency

 

Currency

 

Acquisitions/

 

Organic

 

 

2024

 

 

2023

 

 

Change

 

Impact

 

Change

 

Divestitures

 

Change

 

 

($ in millions)

 

 

 

 

 

 

 

 

 

 

 

Segment revenue excluding interest income

 

$

3,926

 

 

$

3,656

 

 

7%

 

—%

 

8%

 

—%

 

8%

Interest income

 

 

112

 

 

 

79

 

 

 

 

 

 

 

 

 

 

 

Total segment revenue

 

$

4,038

 

 

$

3,735

 

 

8%

 

(1)%

 

9%

 

—%

 

8%

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Segment operating income

 

$

958

 

 

$

813

 

 

 

 

 

 

 

 

 

 

 

 

R&B segment revenue for the years ended December 31, 2024 and 2023 was $4.0 billion and $3.7 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 organic revenue growth was driven by strong software sales in Technology, which was partially offset by a decline in demand for discretionary services.

 

51

 

R&B segment operating income for the years ended December 31, 2024 and 2023 was $958 million and $813 million, respectively. R&B segment operating income increased due primarily to operating leverage driven by organic revenue growth and disciplined expense management, as well as transformation savings.

Costs of Providing Services

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

Salaries and Benefits

Salaries and benefits for the year ended December 31, 2024 were $5.5 billion, compared to $5.3 billion for the year ended December 31, 2023, an increase of $158 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 and benefit costs for the year.

Salaries and benefits, as a percentage of revenue, represented 55% and 56% for the years ended December 31, 2024 and 2023, respectively.

Other Operating Expenses

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

Other operating expenses for both years ended December 31, 2024 and 2023 were $1.8 billion, an increase of $18 million, or 1%. The increase was primarily due to higher non-income-related tax expense and higher travel and entertainment costs, partially offset by lower occupancy costs, primarily attributable to our Transformation program, and lower professional service expenses for the current year as compared to the prior year.

Impairment

Impairment for the year ended December 31, 2024 was $1.0 billion. Impairment is attributable to the goodwill impairment associated with our Benefits, Delivery and Administration (‘BDA’) reporting unit related to the sale of our TRANZACT business (see Note 3 — Acquisitions and Divestitures within Item 8 of this Annual Report on Form 10-K).

Depreciation

Depreciation represents the expense incurred over the useful lives of our tangible fixed assets and internally-developed software. Depreciation for the year ended December 31, 2024 was $230 million, compared to $242 million for the year ended December 31, 2023, a decrease of $12 million, or 5%. The year-over-year decrease was primarily due to a lower depreciable base of assets resulting from disposals associated with our Transformation program and a lower dollar value of assets placed in service during the past few years.

Amortization

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

Restructuring Costs

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

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Transaction and Transformation

Transaction and transformation costs for the year ended December 31, 2024 were $409 million, compared to $386 million for the year ended December 31, 2023, an increase of $23 million. Transaction and transformation costs for the current year were higher primarily due to increased lease termination and compensation costs related to our Transformation program (see ‘Transformation Program’ elsewhere within this Item 7) incurred in the current year as compared to the prior year.

Income from Operations

Income from operations for the year ended December 31, 2024 was $627 million, compared to $1.4 billion for the year ended December 31, 2023, a decrease of $738 million. This decrease resulted from the impairment expense associated with the sale of our TRANZACT business (see Note 3 — Acquisitions and Divestitures within Item 8 of this Annual Report on Form 10-K), higher salary expense and increased incentive and benefit costs in the current year, partially offset by higher revenue in the current year.

Interest Expense

Interest expense for the years ended December 31, 2024 and 2023 was $263 million and $235 million, respectively. Interest expense, which is attributable primarily to our senior notes, increased by $28 million for the year ended December 31, 2024, which was 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 (Loss)/Income, Net

Other (loss)/income, net includes gains and losses on disposals of operations, pension credits or expenses that are not attributable to service expense, interest in earnings of associates, foreign exchange gains and losses and other miscellaneous non-operating income and costs.

Other (loss)/income, net for the year ended December 31, 2024 was a loss of $260 million, compared to income of $149 million for the year ended December 31, 2023, a decrease of $409 million. This decrease was mostly due to the net loss on disposal in the current year, which is primarily attributable to the sale of our TRANZACT business (see Note 3 — Acquisitions and Divestitures within Item 8 of this Annual Report on Form 10-K), partially offset by the recognition of a $750 million earnout related to the 2021 divestiture of our Willis Re business which is expected to be received during the first half of 2025 (see Note 3 — Acquisitions and Divestitures within Item 8 of this Annual Report on Form 10-K).

Provision for Income Taxes

Provision for income taxes for the year ended December 31, 2024 was $192 million, compared to $215 million for the year ended December 31, 2023. The effective tax rates for the years ended December 31, 2024 and 2023 were 184.7% and 16.8%, respectively. These effective tax rates are calculated using extended values from our consolidated statements of comprehensive income and are therefore more precise tax rates than can be calculated from rounded values. The current-year effective tax rate includes a $137 million tax benefit recognized on the sale of our TRANZACT business, partially offset with a $55 million provision for tax expense on the accrual for the Willis Re earnout and a $34 million provision for changes in uncertain tax positions. The prior-year effective tax rate includes a $20 million tax benefit related to changes in state apportionment and a $10 million deferred tax benefit related to the remeasurement of deferred tax assets and liabilities associated with the enactment of the Bermuda corporate income tax law.

In December 2022, E.U. member states formally adopted the E.U.’s Pillar Two Directive, which introduces a global corporate minimum tax of 15% for certain large multinational companies. For the rules to take effect, in 2023 many E.U. countries enacted the necessary legislation to implement Pillar Two, effective January 1, 2024. Ireland, in particular, enacted Pillar Two legislation by signing Finance (No. 2) Bill 2023 into law in December 2023. Other countries and territories have indicated they will introduce Pillar Two legislation beginning in 2025. The Pillar Two minimum tax is treated as a period cost beginning in 2024 and does not have a material impact on the Company's financial results of operations for the current period. The Company continues to monitor evolving tax legislation as well as additional guidance to enacted legislation in the jurisdictions in which we operate.

Net (Loss)/Income Attributable to WTW

Net loss attributable to WTW for the year ended December 31, 2024 was $98 million, compared to income of $1.1 billion for the year ended December 31, 2023, a decrease of $1.2 billion. This decrease primarily resulted from the loss on disposal and impairment expense associated with the sale of our TRANZACT business (see Note 3 — Acquisitions and Divestitures within Item 8 of this Annual Report on Form 10-K), higher salary expense and increased incentive and benefit costs in the current year, partially offset by the recognition of a $750 million earnout related to the 2021 divestiture of our Willis Re business which is expected to be received during the first half of 2025 (see Note 3 — Acquisitions and Divestitures within Item 8 of this Annual Report on Form 10-K), and higher revenue in the current year.

53

 

 

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. These sources of liquidity will fund our short-term and long-term obligations at December 31, 2024. Our most significant long-term obligations include mandatory debt and related interest, operating leases and pension obligations and contributions to our qualified pension plans.

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, all of which may impact our access to liquidity.

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 to meet our cash needs for the next twelve months. Including our cash generated from operations, our liquidity also includes all of the borrowing capacity available to draw against our $1.5 billion revolving credit facility and the receipt of the $750 million earnout related to the 2021 divestiture of Willis Re, which is expected to be collected during the first half of 2025. The use of these funds includes investments in the business for growth, scheduled debt repayments, share repurchases and dividend payments. During the fourth quarter of 2024, we re-entered the reinsurance broking space by making an initial investment in a reinsurance joint venture with Bain Capital. We hold a minority ownership interest in the joint venture and have an option to acquire a controlling interest in the future. Given the initial funding needs of a start-up venture, we expect that the investment will be a headwind for earnings until such time as the joint venture generates sufficient revenue to be profitable.

During the year ended December 31, 2024, we completed an offering of $750 million aggregate principal amount of 5.900% senior notes due 2054 and used the net proceeds to repay in full the $650 million aggregate principal amount and related accrued interest of the 3.600% senior notes that were due in 2024. The Company used the remaining net proceeds for general corporate purposes. Additionally, during the year ended December 31, 2024, we repurchased $901 million of shares, with remaining authorization to repurchase an additional $1.4 billion as of December 31, 2024.

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, the receipt of significant earnout payments related to past divestitures, potential future acquisitions or divestitures, material changes in geographic sources of cash, unexpected adverse impacts from litigation or tax or regulatory matters, or future pension funding during periods of severe downturn in the capital markets.

Distributable Profits

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

Tax considerations

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. 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

54

 

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 December 31, 2024 and 2023 totaled $1.9 billion and $1.4 billion, respectively. The increase of $466 million in cash from December 31, 2023 to December 31, 2024 was due primarily to $1.5 billion of cash inflows from operating activities and proceeds of $619 million, primarily from the sale of TRANZACT, partially offset by $901 million of share repurchases, $354 million of dividend payments, $245 million of capital expenditures and capitalized software additions and net cash paid for acquisitions of $107 million.

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

Included within cash and cash equivalents at December 31, 2024 and 2023 are amounts held for regulatory capital adequacy requirements, including $104 million and $105 million, respectively, within our regulated U.K. entities.

Summarized Consolidated Cash Flows

The following table presents the summarized consolidated cash flow information for the years ended:

 

 

Years ended December 31,

 

 

 

2024

 

 

2023

 

 

 

(in millions)

 

Net cash from/(used in):

 

 

 

 

 

 

Operating activities

 

$

1,512

 

 

$

1,345

 

Investing activities

 

 

250

 

 

 

(1,085

)

Financing activities

 

 

(459

)

 

 

(1,200

)

INCREASE/(DECREASE) IN CASH, CASH EQUIVALENTS AND
   RESTRICTED CASH

 

 

1,303

 

 

 

(940

)

Effect of exchange rate changes on cash, cash equivalents and restricted cash

 

 

(97

)

 

 

11

 

CASH, CASH EQUIVALENTS AND RESTRICTED CASH, BEGINNING OF
   YEAR (i)

 

 

3,792

 

 

 

4,721

 

CASH, CASH EQUIVALENTS AND RESTRICTED CASH, END OF YEAR (i)

 

$

4,998

 

 

$

3,792

 

 

(i)
The amounts of the cash, cash equivalents and restricted cash, their respective classification on the 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 21 — Supplemental Disclosures of Cash Flow Information within Item 8 of this Annual Report on Form 10-K.

 

Cash Flows From Operating Activities

Cash flows from operating activities were $1.5 billion for 2024, compared to $1.3 billion for 2023. The $1.5 billion net cash from operating activities for 2024 included a net loss of $88 million and $1.9 billion of favorable non-cash adjustments, partially offset by unfavorable changes in operating assets and liabilities of $326 million. The $1.9 billion of favorable non-cash adjustments primarily includes impairment, depreciation, amortization and non-cash lease expense. This increase in cash flows from operations as compared to the prior year was primarily driven by operating margin expansion, partially offset by increased cash outflows related to transformation and discretionary compensation payments in the current year as compared to the prior year.

Cash flows from operating activities of $1.3 billion for 2023 included net income of $1.1 billion and $652 million of favorable non-cash adjustments, partially offset by unfavorable changes in operating assets and liabilities of $371 million. The $652 million of favorable non-cash adjustments primarily includes depreciation, amortization and non-cash lease expense.

Cash Flows From/(Used In) Investing Activities

Cash flows from investing activities for the year ended December 31, 2024 were $250 million compared to cash flows used in investing activities of $1.1 billion for the year ended December 31, 2023. The cash flows from investing activities in the current year consisted of proceeds of $619 million primarily from the sale of TRANZACT, partially offset by capital expenditures and capitalized software additions of $245 million and net cash paid for acquisitions of $107 million.

Cash flows used in investing activities of $1.1 billion for the year ended December 31, 2023 consisted primarily of cash and fiduciary funds of $922 million associated with the transfer to Gallagher under a side letter agreement to the Willis Re sale agreement (see Note

55

 

3 — Acquisitions and Divestitures within Item 8 of this Annual Report on Form 10-K for more information) and $242 million of capital expenditures and capitalized software additions.

Cash Flows Used In Financing Activities

Cash flows used in financing activities for the year ended December 31, 2024 were $459 million. The significant financing activities included share repurchases of $901 million and dividend payments of $354 million, partially offset by net proceeds from fiduciary funds held for clients of $785 million and $82 million of net proceeds from the issuance of debt.

Cash flows used in financing activities for the year ended December 31, 2023 were $1.2 billion. The significant financing activities included share repurchases of $1.0 billion, dividend payments of $352 million and net payments from fiduciary funds held for clients of $234 million, partially offset by $487 million of net proceeds from the issuance of debt.

Indebtedness

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

 

 

 

December 31,

 

 

 

2024

 

 

2023

 

 

 

(in millions)

 

Long-term debt

 

$

5,309

 

 

$

4,567

 

Current debt

 

 

—

 

 

 

650

 

Total debt

 

$

5,309

 

 

$

5,217

 

 

 

 

 

 

 

 

Total WTW shareholders’ equity

 

$

7,940

 

 

$

9,520

 

 

 

 

 

 

 

 

Capitalization ratio

 

 

40.1

%

 

 

35.4

%

The capitalization ratio increased from December 31, 2023 due primarily to $901 million of share repurchases during the year ended December 31, 2024 and the earnings loss in the current year attributable to the recognition of impairment expense and loss on disposal associated with the sale of our TRANZACT business (see Note 3 — Acquisitions and Divestitures within Item 8 of this Annual Report on Form 10-K).

At December 31, 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 ‘Supplemental Guarantor Financial Information’ elsewhere within this Item 7 Management's Discussion and Analysis of Financial Condition and Results of Operations.

At December 31, 2024 and 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 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 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 December 31, 2024 and 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.

56

 

On May 25, 2022, the board of directors approved a $1.0 billion increase to the existing share repurchase program. Additionally, on September 20, 2023, the board of directors approved a $1.0 billion increase to the existing share repurchase program, and on November 20, 2024, approved a $1.0 billion increase to the existing share repurchase program. These increases brought the total approved authorization, since April 20, 2016, to $10.2 billion. See Part II, Item 5 Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities in this Annual Report on Form 10-K for further information regarding the Company’s share repurchase program.

At December 31, 2024, approximately $1.4 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 December 31, 2024 of $313.24 was 4,602,709.

The following table presents specified information about the Company’s repurchases of ordinary shares for the year ended December 31, 2024:

 

 

 

Year ended
December 31, 2024

Shares repurchased

 

3,144,726

Average price per share

 

$286.43

Aggregate repurchase cost (excluding broker costs)

 

$901 million

 

Dividends

Total cash dividends of $354 million were paid during the year ended December 31, 2024. In February 2025, the board of directors approved a quarterly cash dividend of $0.92 per share ($3.68 per share annualized rate), which will be paid on or around April 15, 2025 to shareholders of record as of March 31, 2025.

Capital Commitments

The Company’s capital expenditures for fixed assets, capitalized software and software for internal use were $245 million for the year ended December 31, 2024. Capital expenditures for fixed assets, capitalized software and software for internal use are expected to be in the range of $225 million to $250 million for the year ended December 31, 2025. We expect cash from operations to adequately provide for these cash needs.

Supplemental Guarantor Financial Information

As of December 31, 2024, WTW has issued the following debt securities (the ‘notes’):

a)
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
b)
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 December 31, 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 December 31, 2024. These subsidiaries are all consolidated by Willis Towers Watson plc (the ‘parent company’) and together with the parent company comprise the ‘Obligor group’. On December 16, 2024, TA I Limited, Willis Towers Watson UK Holdings Limited and Willis Netherlands Holdings B.V. ceased to be guarantors of our notes and are no longer part of the Obligor group, following the transfer of their respective properties and assets to other existing guarantors within the Obligor group. Further, Willis Towers Watson UK Holdings Limited was released from its guarantees under our credit agreement. TA I Limited and Willis Netherlands Holdings B.V. will be released from their guarantees under our credit agreement in 2025.

 

57

 

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 Investment UK Holdings Limited

 

Guarantor

 

Guarantor

Willis Group Limited

 

Guarantor

 

Guarantor

Willis Towers Watson Sub Holdings Unlimited Company

 

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 December 31, 2024 and 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 and related arrangements, intercompany dividends and intercompany interest. At December 31, 2024 and 2023, the intercompany balances of the Obligor group with non-guarantor subsidiaries were net receivables of $1.0 billion and $3.4 billion, respectively, and net payables of $15.1 billion and $14.0 billion, respectively.

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.

 

58

 

 

 

As of
December 31, 2024

 

 

As of
December 31, 2023

 

 

 

(in millions)

 

Total current assets

 

$

290

 

 

$

299

 

Total non-current assets

 

 

1,050

 

 

 

3,454

 

Total current liabilities

 

 

6,254

 

 

 

7,576

 

Total non-current liabilities

 

 

14,442

 

 

 

11,848

 

 

 

 

Year ended
December 31, 2024

 

 

 

(in millions)

 

Revenue

 

$

1,008

 

Income from operations

 

 

820

 

Loss from operations before income taxes (i)

 

 

(215

)

Net loss

 

 

(103

)

Net loss attributable to Willis Towers Watson

 

 

(103

)

 

(i)
Includes intercompany expense, net of the Obligor group from non-guarantor subsidiaries of $296 million for the year ended December 31, 2024.

Non-GAAP Financial Measures

In order to assist readers of our 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 (loss)/income/margin

 

Adjusted EBITDA/margin

Net (loss)/income attributable to WTW

 

Adjusted net income

Diluted (loss)/earnings per share

 

Adjusted diluted earnings per share

Income from continuing 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/margin

 

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. These items 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.
•
Impairment – Adjustment to remove the non-cash goodwill impairment associated with our BDA reporting unit related to the sale of our TRANZACT business.
•
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.

59

 

•
Pension settlement – Adjustment to remove significant pension settlements to better present how the Company is performing.
•
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 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-K. These measures are also reported by segment in the ‘Segment Revenue and Segment Operating Income’ section within this Form 10-K.

A reconciliation of the as-reported change to the constant currency and organic change for the year ended December 31, 2024 from the year ended December 31, 2023 is as follows. The components of revenue change may not add due to rounding.

 

 

 

 

 

 

 

 

 

 

 

Components of Revenue Change

 

 

 

 

 

 

 

 

As

 

Less:

 

Constant

 

Less:

 

 

 

 

Years ended December 31,

 

 

Reported

 

Currency

 

Currency

 

Acquisitions/

 

Organic

 

 

2024

 

 

2023

 

 

Change

 

Impact

 

Change

 

Divestitures

 

Change (i)

 

 

($ in millions)

 

 

 

 

 

 

 

 

 

 

 

Revenue

 

$

9,930

 

 

$

9,483

 

 

5%

 

—%

 

5%

 

—%

 

5%

 

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

For the year ended December 31, 2024, our as-reported and our organic revenue increased by 5%. These increases were driven by strong performances in both segments.

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 impairment, 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.

60

 

Reconciliations of income from operations to adjusted operating income for the years ended December 31, 2024 and 2023 are as follows:

 

 

 

Years Ended December 31,

 

 

 

2024

 

 

2023

 

 

 

($ in millions)

 

Income from operations

 

$

627

 

 

$

1,365

 

Adjusted for certain items:

 

 

 

 

 

 

Impairment

 

 

1,042

 

 

 

—

 

Amortization

 

 

226

 

 

 

263

 

Restructuring costs

 

 

61

 

 

 

68

 

Transaction and transformation

 

 

409

 

 

 

386

 

Provision for specified litigation matter (i)

 

 

13

 

 

 

—

 

Adjusted operating income

 

$

2,378

 

 

$

2,082

 

Income from operations margin

 

 

6.3

%

 

 

14.4

%

Adjusted operating income margin

 

 

23.9

%

 

 

22.0

%

 

(i)
Represents a provision related to 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. 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 year ended December 31, 2024 to $2.4 billion, from $2.1 billion for the year ended December 31, 2023. This increase resulted primarily from higher revenue, and increased margin expansion as a result of benefits recognized from our Transformation program, in the current year, partially offset by higher salary expense and increased incentive and benefit costs in the current year as compared to the prior year.

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 (loss)/income adjusted for provision for income taxes, interest expense, impairment, 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 (loss)/income to adjusted EBITDA for the years ended December 31, 2024 and 2023 are as follows:

 

 

 

Years Ended December 31,

 

 

 

2024

 

 

2023

 

 

 

($ in millions)

 

NET (LOSS)/INCOME

 

$

(88

)

 

$

1,064

 

Provision for income taxes

 

 

192

 

 

 

215

 

Interest expense

 

 

263

 

 

 

235

 

Impairment

 

 

1,042

 

 

 

—

 

Depreciation

 

 

230

 

 

 

242

 

Amortization

 

 

226

 

 

 

263

 

Restructuring costs

 

 

61

 

 

 

68

 

Transaction and transformation

 

 

409

 

 

 

386

 

Provision for specified litigation matter (i)

 

 

13

 

 

 

—

 

Pension settlement

 

 

23

 

 

 

—

 

Loss/(gain) on disposal of operations

 

 

337

 

 

 

(43

)

Adjusted EBITDA

 

$

2,708

 

 

$

2,430

 

Net (loss)/income margin

 

 

(0.9

)%

 

 

11.2

%

Adjusted EBITDA margin

 

 

27.3

%

 

 

25.6

%

 

(i)
Represents a provision related to 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. We believe excluding this matter from adjusted results makes results more comparable from period to period and more representative of our core business operations.

61

 

Adjusted EBITDA for the year ended December 31, 2024 was $2.7 billion, compared to $2.4 billion for the year ended December 31, 2023, an increase of $278 million. This increase resulted primarily from higher revenue, and increased margin expansion as a result of benefits recognized from our Transformation program, in the current year, partially offset by higher salary expense and increased incentive and benefit costs in the current year as compared to the prior year.

Adjusted Net Income and Adjusted Diluted Earnings Per Share

Adjusted net income is defined as net (loss)/income attributable to WTW adjusted for impairment, 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. When there is a net loss attributable to WTW for the period, basic and diluted shares and earnings per share are the same values.

Reconciliations of net (loss)/income attributable to WTW to adjusted diluted earnings per share for the years ended December 31, 2024 and 2023 are as follows:

 

 

 

Years Ended December 31,

 

 

 

2024

 

 

2023

 

 

 

($ and weighted-average shares in millions)

 

NET (LOSS)/INCOME ATTRIBUTABLE TO WTW

 

$

(98

)

 

$

1,055

 

Adjusted for certain items:

 

 

 

 

 

 

Impairment

 

 

1,042

 

 

 

—

 

Amortization

 

 

226

 

 

 

263

 

Restructuring costs

 

 

61

 

 

 

68

 

Transaction and transformation

 

 

409

 

 

 

386

 

Provision for specified litigation matter (i)

 

 

13

 

 

 

—

 

Pension settlement

 

 

23

 

 

 

—

 

Loss/(gain) on disposal of operations

 

 

337

 

 

 

(43

)

Tax effect on certain items listed above (ii)

 

 

(276

)

 

 

(195

)

Tax effect of significant adjustments

 

 

(7

)

 

 

2

 

 

 

$

1,730

 

 

$

1,536

 

Weighted-average ordinary shares — diluted

 

 

102

 

 

 

106

 

Diluted (loss)/earnings per share

 

$

(0.96

)

 

$

9.95

 

Adjusted for certain items (iii):

 

 

 

 

 

 

Impairment

 

 

10.20

 

 

 

—

 

Amortization

 

 

2.21

 

 

 

2.48

 

Restructuring costs

 

 

0.60

 

 

 

0.64

 

Transaction and transformation

 

 

4.00

 

 

 

3.64

 

Provision for specified litigation matter (i)

 

 

0.13

 

 

 

—

 

Pension settlement

 

 

0.23

 

 

 

—

 

Loss/(gain) on disposal of operations

 

 

3.30

 

 

 

(0.41

)

Tax effect on certain items listed above (ii)

 

 

(2.70

)

 

 

(1.84

)

Tax effect of significant adjustments

 

 

(0.07

)

 

 

0.02

 

Adjusted diluted earnings per share (iii)

 

$

16.93

 

 

$

14.49

 

 

(i)
Represents a provision related to 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. We believe excluding this matter from adjusted results makes results more comparable from period to period and more representative of our core business operations.
(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 the year ended December 31, 2024 as compared to the year ended December 31, 2023 primarily from higher revenue, and increased margin expansion as a result of benefits recognized from our Transformation program, in the current year, partially offset by higher salary expense and increased incentive and benefit costs in the current year as compared to the prior year.

62

 

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 impairment, 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 impairment, 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 internal reorganizations, which are not core to our current and future operations.

Reconciliations of income from continuing operations before income taxes to adjusted income before taxes and provision for income taxes to adjusted income taxes for the years ended December 31, 2024 and 2023 are as follows:

 

 

 

Years Ended December 31,

 

 

 

2024

 

 

2023

 

 

 

($ in millions)

 

INCOME FROM CONTINUING OPERATIONS BEFORE
   INCOME TAXES

 

$

104

 

 

$

1,279

 

Adjusted for certain items:

 

 

 

 

 

 

Impairment

 

 

1,042

 

 

 

—

 

Amortization

 

 

226

 

 

 

263

 

Restructuring costs

 

 

61

 

 

 

68

 

Transaction and transformation

 

 

409

 

 

 

386

 

Provision for specified litigation matter (i)

 

 

13

 

 

 

—

 

Pension settlement

 

 

23

 

 

 

—

 

Loss/(gain) on disposal of operations

 

 

337

 

 

 

(43

)

Adjusted income before taxes

 

$

2,215

 

 

$

1,953

 

 

 

 

 

 

 

 

Provision for income taxes

 

$

192

 

 

$

215

 

Tax effect on certain items listed above (ii)

 

 

276

 

 

 

195

 

Tax effect of significant adjustments

 

 

7

 

 

 

(2

)

Adjusted income taxes

 

$

475

 

 

$

408

 

 

 

 

 

 

 

 

U.S. GAAP tax rate

 

 

184.7

%

 

 

16.8

%

Adjusted income tax rate

 

 

21.5

%

 

 

20.9

%

 

(i)
Represents a provision related to 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. We believe excluding this matter from adjusted results makes results more comparable from period to period and more representative of our core business operations.
(ii)
The tax effect was calculated using an effective tax rate for each item.

Our U.S. GAAP tax rates were 184.7% and 16.8% for the years ended December 31, 2024 and 2023, respectively. The current-year effective tax rate includes a $137 million tax benefit recognized on the sale of our TRANZACT business, partially offset with a $55 million provision for tax expense on the accrual for the Willis Re earnout and a $34 million provision for changes in uncertain tax positions.

Our adjusted income tax rates were 21.5% and 20.9% for the years ended December 31, 2024 and 2023, respectively. The prior-year effective tax rate includes a $20 million tax benefit related to changes in state apportionment and a $10 million deferred tax benefit related to the remeasurement of deferred tax assets and liabilities associated with the enactment of the Bermuda corporate income tax law.

63

 

Free Cash Flow/Margin

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. Free cash flow margin, which we include on an annual basis as seasonal fluctuations in our revenue render it not meaningful during interim periods, is calculated by dividing free cash flow by revenue.

Management believes that free cash flow and free cash flow margin present 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 years ended December 31, 2024 and 2023 are as follows:

 

 

 

Years ended December 31,

 

 

 

2024

 

 

2023

 

 

 

(in millions)

 

Cash flows from operating activities

 

$

1,512

 

 

$

1,345

 

Less: Additions to fixed assets and software for internal use

 

 

(136

)

 

 

(153

)

Free cash flow

 

$

1,376

 

 

$

1,192

 

Revenue

 

$

9,930

 

 

$

9,483

 

Free cash flow margin

 

 

13.9

%

 

 

12.6

%

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

Critical Accounting Estimates

These consolidated financial statements conform to U.S. GAAP, which requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, disclosures of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenue and expenses during the reporting period. Our estimates, judgments and assumptions are continually evaluated based on available information and experience. Because of the use of estimates inherent in the financial reporting process, actual results could differ from those estimates. The areas that we believe include critical accounting estimates are revenue recognition, costs to fulfill under our broking contracts, valuation of billed and unbilled receivables from clients, income taxes, commitments, contingencies and accrued liabilities, pension assumptions, and goodwill and intangible assets. The critical accounting estimates discussed below involve making difficult, subjective or complex accounting estimates that could have a material effect on our financial condition and results of operations. These critical accounting estimates require us to make assumptions about matters that are highly uncertain at the time of the estimate or assumption. Different estimates that we could have used, or changes in estimates that are reasonably likely to occur, may have a material effect on our results of operations and financial condition.

Revenue Recognition

We use significant estimates related to revenue recognition most commonly during our estimation of the transaction prices or where we recognize revenue over time on a proportional performance basis. A brief description of these policies and estimates is included below:

Estimation of transaction prices — This process occurs most frequently in certain broking transactions. In situations in which our fees are not fixed but are variable, we must estimate the likely commission per policy, taking into account the likelihood of cancellation before the end of the policy. For Medicare broking and Affinity arrangements, the commissions to which we will be entitled can vary based on the underlying individual insurance policies that are placed. For Medicare broking in particular, we base the estimates of transaction prices on supportable evidence from an analysis of past transactions, and only include amounts that are probable of being received or not refunded (referred to as applying ‘constraint’ under ASC 606, Revenue From Contracts With Customers). Prior to the sale of TRANZACT, we had direct-to-consumer Medicare broking arrangements. The estimate of the total renewal commissions received over the lifetime of the policy required significant judgment, and varied based on product type, estimated commission rates, the expected lives of the respective policies and other factors. The Company applied an actuarial model to account for these uncertainties, which was updated periodically based on actual experience. Each of these processes resulted in us estimating a transaction price that could have been significantly lower than the ultimate amount of commissions we would have collected. The transaction price was then adjusted over time as we received confirmation of our remuneration through receipt of commissions, or as other information became available.

64

 

Proportional performance basis over time recognition — Where we recognize revenue on a proportional performance basis, primarily in our consulting and outsourced administration arrangements, the amount we recognize is affected by a number of factors that can change the estimated amount of work required to complete the project, such as the staffing on the engagement and/or the level of client participation. Our periodic engagement evaluations require us to make judgments and estimates regarding the overall profitability and stages of project completion that, in turn, affect how we recognize revenue. We recognize a loss on an engagement when estimated revenue to be received for that engagement is less than the total estimated costs associated with the engagement.

Costs to Fulfill —Broking Contracts

For our broking business, the Company must estimate the fulfillment costs incurred during the pre-placement of the broking contracts. These judgments include the following:

•
which activities in the pre-placement process should be eligible for capitalization;
•
the amount of time and effort expended on those pre-placement activities;
•
the amount of payroll and related costs eligible for capitalization; and,
•
the monthly or quarterly timing of underlying insurance and reinsurance policy inception dates.

Valuation of Billed and Unbilled Receivables from Clients

We maintain allowances for doubtful accounts to reflect estimated losses resulting from a client’s failure to pay for the services after the services have been rendered, which are recorded in other operating expenses. We also maintain allowances related to our unbilled receivables for such items as expected realization or client disputes, the related provision for which is recorded as a reduction to revenue. Our allowance policy is based in part on the aging of the billed and unbilled client receivables and has been developed based on our write-off history. However, facts and circumstances, such as the average length of time the receivables are past due, general market conditions at the time we perform the work, current economic trends and our clients’ ability to pay, may cause fluctuations in our valuation of billed and unbilled receivables.

Income Taxes

The Company recognizes deferred tax assets and liabilities for the estimated future tax consequences of events attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases and operating and capital loss and tax credit carryforwards. Deferred tax assets and liabilities are measured using enacted tax rates in effect for the year in which the differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of changes in tax rates is recognized for continuing operations in the consolidated statement of comprehensive income in the period in which the change is enacted. Deferred tax assets are reduced through the establishment of a valuation allowance at such time as, based on available evidence, it is more likely than not that the deferred tax assets will not be realized. The Company adjusts valuation allowances to measure deferred tax assets at the amounts considered realizable in future periods, which is assessed at each balance sheet date. In making such determinations, the Company considers all available positive and negative evidence, including future reversals of existing taxable temporary differences, projected future taxable income, tax planning strategies and recent financial operating results. We place more reliance on evidence that is objectively verifiable.

Commitments, Contingencies and Accrued Liabilities

We have established provisions against various actual and potential claims, lawsuits and other proceedings relating principally to alleged errors and omissions in connection with the placement of insurance and reinsurance and the provision of consulting services in the ordinary course of business. Such provisions cover claims that have been reported but not paid and also claims that have been incurred but not reported. These provisions are established based on actuarial estimates together with individual case reviews and are believed to be adequate in the light of current information and legal advice. In certain cases, where a range of loss exists, we accrue the minimum amount in the range if no amount within the range is a better estimate than any other amount.

See Note 15 — Commitments and Contingencies in Item 8 within this Annual Report on Form 10-K.

Pension Assumptions

We maintain defined benefit pension plans for employees in several countries, with the most significant defined benefit plans offered in the U.S. and U.K. Our disclosures in Note 13 — Retirement Benefits contain additional information about our other less significant but material retirement plans. Within our critical accounting policy discussion, we have excluded analysis for plans outside of those noted in the description below, as any variance of recorded information based on management’s estimates would be immaterial.

65

 

Descriptions of our U.S. and U.K. plans, which comprise 88% of our projected benefit obligations and 89% of our plan assets, are below:

United States

Legacy Willis – This plan was frozen in 2009. Approximately 550 WTW employees in the United States have a frozen accrued benefit under this plan.

WTW Plan – Substantially all U.S. employees are eligible to participate in this plan. Benefits are provided under a stable value pension plan design. The original stable value design came into effect on January 1, 2012. Plan participants prior to July 1, 2017 earn benefits without having to make employee contributions, and all newly-eligible employees after that date are required to contribute 2% of pay on an after-tax basis to participate in the plan. Effective January 1, 2024, stable value benefits are earned under the same contributory formula for all eligible colleagues. To participate, participants are required to contribute 2% of eligible earnings (base salary only) on an after-tax basis.

United Kingdom

Legacy Willis – This plan covers approximately 400 WTW employees in the U.K. The plan is now closed to new entrants. New employees in the U.K. are offered the opportunity to join a defined contribution plan.

Legacy Towers Watson – Benefit accruals earned under the Legacy Watson Wyatt defined benefit plan (predominantly pension benefits) ceased on February 28, 2015, although benefits earned prior to January 1, 2008 retain a link to salary until the employee leaves the Company. Benefit accruals earned under the legacy Towers Perrin defined benefit plan (predominantly lump sum benefits) were frozen on March 31, 2008. All participants now accrue defined contribution benefits.

The determination of the Company’s obligations and annual expense under the plans is based on a number of assumptions that, given the longevity of the plans, are long-term in focus. A change in one or a combination of these assumptions could have a material impact on our projected benefit obligation. However, certain of these changes, such as changes in the discount rates and other actuarial assumptions, are not recognized immediately in net income, but are instead recorded in other comprehensive income. The accumulated gains and losses not yet recognized in net income are amortized into net income as a component of the net periodic benefit cost/(income) over the average remaining service period or average remaining life expectancy, as appropriate, of the plan’s participants to the extent that the net gains or losses as of the beginning of the year exceed 10% of the greater of the market-related value of plan assets or the projected benefit obligation.

WTW considers several factors prior to the start of each fiscal year when determining the appropriate annual assumptions, including economic forecasts, relevant benchmarks, historical trends, portfolio composition and peer company comparisons. These assumptions, used to determine our pension liabilities and pension expense, are reviewed annually by senior management and changed when appropriate. A discount rate will be changed annually if underlying rates have moved, whereas an expected long-term return on assets will be changed less frequently as longer-term trends in asset returns emerge or long-term target asset allocations are revised. To calculate the discount rate, we use the granular approach to determining service cost and interest cost. The expected rate of return assumptions for all plans are supported by an analysis of the weighted-average yield expected to be achieved with the anticipated makeup of investments. We have allowed for actual and known inflation in preparing our estimates. Other material assumptions include rates of participant mortality, and the expected long-term rates of compensation and pension increases.

Funding is based on actuarially determined contributions and is limited to amounts that are currently deductible for tax purposes, or as agreed to with the plan trustees for the U.K. plans. Since funding calculations are based on different measurements than those used for accounting purposes, pension contributions are not equal to net periodic benefit cost.

66

 

We recorded a combined $1 million net periodic benefit income for our U.S. and U.K. plans for the year ended December 31, 2024. For the U.S. and U.K. plans, the following table presents our estimated net periodic benefit income for 2025 and the impact to both plans of a 0.25% increase and decrease to both the expected return on assets (‘EROA’) and the discount rate assumptions; and the projected benefit obligations as of December 31, 2024 and the impact of a 0.25% increase and decrease to the discount rates:

 

 

 

Totals -
current estimates

 

 

Impact of 0.25% change to
EROA

 

 

Impact of 0.25% change to
discount rate

 

 

 

 

 

 

Increase

 

 

Decrease

 

 

Increase

 

 

Decrease

 

Estimated 2025 expense:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

U.S. Plans

 

$

13

 

 

$

(8

)

 

$

8

 

 

$

(8

)

 

$

8

 

U.K. Plans

 

$

11

 

 

$

(6

)

 

$

6

 

 

$

(1

)

 

$

2

 

Projected benefit obligation at December 31, 2024:

 

 

 

 

 

 

 

 

 

 

U.S. Plans

 

$

3,812

 

 

N/A

 

 

N/A

 

 

$

(92

)

 

$

96

 

U.K. Plans

 

$

2,236

 

 

N/A

 

 

N/A

 

 

$

(65

)

 

$

68

 

Economic factors and conditions often affect multiple assumptions simultaneously, and the effects of changes in key assumptions are not necessarily linear.

Goodwill and Intangible Assets — Impairment Review

In applying the acquisition method of accounting for business combinations, amounts assigned to identifiable assets and liabilities acquired were based on estimated fair values as of the date of acquisition, with the remainder recorded as goodwill. Intangible assets are initially valued at fair value using generally accepted valuation methods appropriate for the type of intangible asset. Intangible assets with definite lives are amortized over their estimated useful lives and are reviewed for impairment if indicators of impairment arise. Intangible assets with indefinite lives are tested for impairment annually as of October 1, and whenever indicators of impairment arise. The fair value of the intangible assets is compared with their carrying value and an impairment loss would be recognized for the amount by which the carrying amount exceeds the fair value. Goodwill is tested for impairment annually as of October 1, and whenever indicators of impairment arise.

Goodwill is tested at the reporting unit level, and the Company had seven reporting units as of October 1, 2024. As discussed in Note 3 — Acquisitions and Divestitures within Item 8 of this Annual Report on Form 10-K, in connection with the sale of TRANZACT, completed on December 31, 2024, the Company recorded a $1.0 billion non-cash goodwill impairment charge on the BDA reporting unit. The BDA reporting unit goodwill after impairment is approximately $1.2 billion. After reflecting the sale of TRANZACT, the fair value of the remaining reporting unit is estimated to be significantly in excess of its carrying value. The impairment test for the remaining six reporting units resulted in estimated fair values that were significantly in excess of their carrying values.

The Company continuously monitors and evaluates relevant events and circumstances that could unfavorably impact the significant assumptions noted above, including changes to the regulatory environment, general industry, market and macro-economic conditions and recent market valuations from transactions of comparable companies. It is possible that future changes in such circumstances, or in the inputs or assumptions used in estimating the fair value of the reporting unit, could require the Company to record a non-cash impairment charge.

To perform the test, we used valuation techniques to estimate the fair value of a reporting unit that are under the income and/or market approaches of valuation methods:

•
Discounted cash flow method — Under the discounted cash flow method, an income approach, the business enterprise value is determined by discounting to present value the terminal value which is calculated using debt-free after-tax cash flows for a finite period of years. Key estimates in this approach were internal financial projection estimates prepared by management, assessment of business risk, and expected rates of return on capital.
•
Guideline public company method — The guideline public company method, a market approach, develops valuation multiples by comparing our reporting units to similar publicly traded companies. Key estimates and determination of valuation multiples rely on the selection of similar companies, obtaining forecast revenue and EBITDA estimates for the similar companies and selection of valuation multiples as they apply to the reporting unit characteristics.
•
Guideline transaction method — Under the guideline transactions method, a market approach, actual transaction prices and operating data from companies deemed reasonably similar to the reporting units are used to develop valuation multiples as an indication of how much a knowledgeable investor in the marketplace would be willing to pay for the business units.

67

 

ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

Financial Risk Management

We are exposed to market risk from changes in foreign currency exchange rates. In order to manage the risk arising from these exposures, we enter into a variety of foreign currency derivatives. We do not hold financial or derivative instruments for trading purposes.

A discussion of our accounting policies for financial and derivative instruments is included in Note 2 — Basis of Presentation, Significant Accounting Policies and Recent Accounting Pronouncements and Note 10 — Derivative Financial Instruments within Item 8 of this Annual Report on Form 10-K.

Foreign Exchange Risk

Because of the large number of countries and currencies we operate in, movements in currency exchange rates may affect our results.

We report our operating results and financial condition in U.S. dollars. Our U.S. operations earn revenue and incur expenses primarily in U.S. dollars. Outside the U.S., we predominantly generate revenue and expenses in the local currency with the exception of our London market operations which earn revenue in several currencies but incur expenses predominantly in Pounds sterling.

The table below gives an approximate analysis of revenue and expenses from continuing operations by currency in 2024.

 

 

 

U.S.
dollars

 

Pounds
sterling

 

Euro

 

Other
currencies

Revenue

 

59%

 

11%

 

14%

 

16%

Expenses (i)

 

53%

 

18%

 

12%

 

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.

Our principal exposures to foreign exchange risk arise from:

•
our London market operations;
•
intercompany lending between subsidiaries; and
•
translation.

London market operations

The Company’s primary foreign exchange risks in its London market operations arise from changes in the exchange rate between the U.S. dollar and Pound sterling as its London market operations earn the majority of its revenue in U.S. dollars but incur expenses predominantly in Pounds sterling and may also hold significant foreign currency asset or liability positions on its consolidated balance sheet. In addition, the London market operations earn significant revenue in Euros.

The foreign exchange risks in our London market operations are hedged to the extent that:

•
forecasted Pounds sterling expenses exceed Pounds sterling revenue, in which case the Company limits its exposure to this exchange rate risk by the use of forward and option contracts matched to a portion of the forecasted Pounds sterling outflows arising in the ordinary course of business. In addition, we are also exposed to foreign exchange risk on any net non-dollar asset or liability positions on our London market operations' balance sheets; and
•
the U.K. operations also earn significant revenue in Euros. The Company limits its exposure to changes in the exchange rates between the U.S. dollar and Euros by the use of foreign exchange contracts matched to a proportion of forecast revenue inflows in these specific currencies and periods.

Intercompany lending between subsidiaries

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 December 31, 2024, we had notional amounts of $1.2 billion (denominated primarily in U.S. dollars, Pounds sterling and Euros), with a net fair value liability of $3 million. Such derivatives typically mature within three months.

68

 

Translation risk

Outside our U.S. and London market operations, we predominantly earn revenue and incur expenses in the local currency. When we translate the results and net assets of these operations into U.S. dollars for reporting purposes, movements in exchange rates will affect reported results and net assets. For example, if the U.S. dollar strengthens against the Euro, the reported results of our Eurozone operations in U.S. dollar terms will be lower.

The table below provides information about our foreign currency forward exchange and option contracts which are designated as hedging instruments and are sensitive to exchange rate risk. The table summarizes the U.S. dollar equivalent amounts of each currency bought and sold forward and the weighted-average contractual exchange rates. All forward exchange contracts mature within two years.

 

 

 

Settlement date before December 31,

 

 

2025

 

2026

December 31, 2024

 

Contract
amount

 

 

Average
contractual
exchange
rate

 

Contract
amount

 

 

Average
contractual
exchange
rate

 

 

(millions)

 

 

 

 

(millions)

 

 

 

Foreign currency sold

 

 

 

 

 

 

 

 

 

 

U.S. dollars sold for Pounds
   sterling

 

$

104

 

 

$1.27 = £1

 

$

44

 

 

$1.29 = £1

Euros sold for U.S. dollars

 

 

19

 

 

€1 = $1.10

 

 

9

 

 

€1 = $1.11

Total

 

$

123

 

 

 

 

$

53

 

 

 

Fair value (i)

 

$

(1

)

 

 

 

$

(1

)

 

 

 

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

Income earned within foreign subsidiaries outside of the U.K. is generally offset by expenses in the same local currency, however the Company does have exposure to foreign exchange movements on the net income of these entities.

Interest Rate Risk

The Company has access to $1.5 billion under a revolving credit facility (see Note 11 — Debt within Item 8 of this Annual Report on Form 10-K for further information). As of December 31, 2024, no amount was drawn on this facility. We are also subject to market risk from exposure to changes in interest rates based on our investing activities where our primary interest rate risk arises from changes in short-term interest rates in U.S. dollars, Pounds sterling and Euros.

The table below provides information about our financial instruments that are sensitive to changes in interest rates. The Company had no outstanding floating rate-based debt at December 31, 2024.

 

 

 

Expected to mature before December 31,

 

 

 

 

 

 

 

 

 

 

 

 

2025

 

 

2026

 

 

2027

 

 

2028

 

 

2029

 

 

Thereafter

 

 

Total

 

 

Fair Value (i)

 

 

 

($ in millions)

 

Fixed rate debt

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Principal

 

$

—

 

 

$

550

 

 

$

750

 

 

$

600

 

 

$

725

 

 

$

2,725

 

 

$

5,350

 

 

$

5,052

 

Fixed rate payable

 

 

—

 

 

 

4.400

%

 

 

4.650

%

 

 

4.500

%

 

 

2.950

%

 

 

5.238

%

 

 

4.677

%

 

 

 

 

(i)
Represents the net present value of the expected cash flows discounted at current market rates of interest or quoted market rates as appropriate.

 

Interest Income on Fiduciary Funds

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 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. Short-term rates in major currencies began to decrease over the second half of 2024 from end-of-2023 levels. This followed some steep central bank rate increases in 2023. Our increase in interest income in 2024 reflects a combination of relatively high average interest rates over the course of 2024 and some increases in our invested cash balances. Interest income in the future will be a function of the short-term

69

 

rates we are able to obtain by currency and the cash balances available to invest. Interest income was $166 million, $145 million and $55 million for the years ended December 31, 2024, 2023 and 2022, respectively. At December 31, 2024, we held $2.6 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.

Credit Risk and Concentrations of Credit Risk

Credit risk represents the loss that would be recognized at the reporting date if counterparties failed to perform as contracted. The Company currently does not anticipate non-performance by its counterparties. The Company generally does not require collateral or other security to support financial instruments with credit risk.

Concentrations of credit risk that arise from financial instruments exist for groups of customers or counterparties when they have similar economic characteristics that would cause their ability to meet contractual obligations to be similarly affected by changes in economic or other conditions. Financial instruments on the balance sheet that potentially subject the Company to concentrations of credit risk consist primarily of cash and cash equivalents, fiduciary funds, accounts receivable and derivatives which are recorded at fair value.

The Company maintains a policy of providing for the diversification of cash and cash equivalent investments and places such investments in an extensive number of financial institutions to limit the amount of credit risk exposure. These financial institutions are monitored on an ongoing basis for credit quality predominantly using information provided by credit agencies.

Concentrations of credit risk with respect to receivables are limited due to the large number of clients and markets in which the Company does business, as well as the dispersion across many geographic areas. Management does not believe that significant risk exists in connection with the Company’s concentrations of credit as of December 31, 2024.

70

 

ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA

 

WILLIS TOWERS WATSON PUBLIC LIMITED COMPANY

INDEX TO FORM 10-K

For the year ended December 31, 2024

 

 

 

 

Page

Report of Independent Registered Public Accounting Firm (PCAOB ID: 34)

 

72

Consolidated Statements of Comprehensive Income for each of the three years in the period ended December 31, 2024

 

74

Consolidated Balance Sheets as of December 31, 2024 and 2023

 

75

Consolidated Statements of Cash Flows for each of the three years in the period ended December 31, 2024

 

76

Consolidated Statements of Changes in Equity for each of the three years in the period ended December 31, 2024

 

77

Notes to the Consolidated Financial Statements

 

78

 

71

 

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To the Shareholders and the Board of Directors of Willis Towers Watson Public Limited Company

Opinion on the Financial Statements

We have audited the accompanying consolidated balance sheets of Willis Towers Watson Public Limited Company and subsidiaries (the ‘Company’) as of December 31, 2024 and 2023, the related consolidated statements of comprehensive income, changes in equity and cash flows, for each of the three years in the period ended December 31, 2024, and the related notes (collectively referred to as the ‘financial statements’). In our opinion, the financial statements present fairly, in all material respects, the financial position of the Company as of December 31, 2024 and 2023, and the results of its operations and its cash flows for each of the three years in the period ended December 31, 2024, in conformity with accounting principles generally accepted in the United States of America (‘US GAAP’).

We have also audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (‘PCAOB’), the Company’s internal control over financial reporting as of December 31, 2024, based on criteria established in Internal Control — Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission and our report dated February 25, 2025, expressed an unqualified opinion on the Company’s internal control over financial reporting.

Basis for Opinion

These financial statements are the responsibility of the Company's management. Our responsibility is to express an opinion on the Company's financial statements based on our audits. We are a public accounting firm registered with the PCAOB and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. Our audits included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audits provide a reasonable basis for our opinion.

Critical Audit Matter

The critical audit matter communicated below is a matter arising from the current-period audit of the financial statements that was communicated or required to be communicated to the audit committee and that (1) relates to accounts or disclosures that are material to the financial statements and (2) involved our especially challenging, subjective, or complex judgments. The communication of critical audit matters does not alter in any way our opinion on the financial statements, taken as a whole, and we are not, by communicating the critical audit matter below, providing separate opinions on the critical audit matter or on the accounts or disclosures to which it relates.

Provisions for Liabilities - Errors & Omissions Reserve — Refer to Notes 2, 15 and 16 to the financial statements

Critical Audit Matter Description

The Company has established provisions against various actual and potential claims, lawsuits and other proceedings relating principally to alleged errors and omissions (‘E&O’) which arise in connection with the placement of insurance and reinsurance and provision of broking, consulting and outsourcing services in the ordinary course of business. Such provisions cover claims that have been reported but not paid and also claims that have been incurred but not reported (‘IBNR’). These provisions are established based on actuarial estimates together with individual case reviews. Significant management judgment is required to estimate the amounts of such claims.

Auditing management’s judgments related to its E&O provision, and in particular the broking, consulting and outsourcing business provisions related to the IBNR, and the provisions related to significant claims reported but not paid, involved especially complex and subjective judgment and an increased extent of effort, including the need to involve our actuarial specialists.

How the Critical Audit Matter Was Addressed in the Audit

Our audit procedures related to the determination of E&O provisions included the following, among others:

•
We tested the effectiveness of controls over the Company’s estimation of the E&O provisions, including controls over the underlying historical claims data, the actuarial methodology used, the assumptions selected by management that are used to calculate the broking, consulting and outsourcing business IBNR provisions, and the establishment and quarterly evaluation of provisions for reported claims, including significant claims.

72

 

•
For the IBNR provisions, we evaluated the appropriateness of the IBNR models, and evaluated the consistency of the model with prior years in order to challenge the methodology used to estimate the provisions. With the assistance of our actuarial specialists, we assessed the methodology and models used, including key inputs and assumptions used in, and arithmetical accuracy of, the models used. We also performed retrospective reviews of management’s estimated claims emergence in comparison to actual results and evaluated the provisions set by management in comparison to a range of independent estimates that we developed.
•
We evaluated the E&O matters and the appropriateness of their projected settlement values through inquiries of, and confirmations from, in-house counsel and external lawyers handling those matters for the Company.

 

 

 

/s/ Deloitte & Touche LLP

Philadelphia, PA

February 25, 2025

 

We have served as the Company’s auditor since 2017.

73

 

WILLIS TOWERS WATSON PUBLIC LIMITED COMPANY

Consolidated Statements of Comprehensive Income

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

 

 

 

Years ended December 31,

 

 

 

2024

 

 

2023

 

 

2022

 

Revenue

 

$

9,930

 

 

$

9,483

 

 

$

8,866

 

Costs of providing services

 

 

 

 

 

 

 

 

 

Salaries and benefits

 

 

5,502

 

 

 

5,344

 

 

 

5,065

 

Other operating expenses

 

 

1,833

 

 

 

1,815

 

 

 

1,695

 

Impairment

 

 

1,042

 

 

 

—

 

 

 

81

 

Depreciation

 

 

230

 

 

 

242

 

 

 

255

 

Amortization

 

 

226

 

 

 

263

 

 

 

312

 

Restructuring costs

 

 

61

 

 

 

68

 

 

 

99

 

Transaction and transformation

 

 

409

 

 

 

386

 

 

 

181

 

Total costs of providing services

 

 

9,303

 

 

 

8,118

 

 

 

7,688

 

Income from operations

 

 

627

 

 

 

1,365

 

 

 

1,178

 

Interest expense

 

 

(263

)

 

 

(235

)

 

 

(208

)

Other (loss)/income, net

 

 

(260

)

 

 

149

 

 

 

288

 

INCOME FROM CONTINUING OPERATIONS BEFORE INCOME TAXES

 

 

104

 

 

 

1,279

 

 

 

1,258

 

Provision for income taxes

 

 

(192

)

 

 

(215

)

 

 

(194

)

(LOSS)/INCOME FROM CONTINUING OPERATIONS

 

 

(88

)

 

 

1,064

 

 

 

1,064

 

LOSS FROM DISCONTINUED OPERATIONS, NET OF TAX

 

 

—

 

 

 

—

 

 

 

(40

)

NET (LOSS)/INCOME

 

 

(88

)

 

 

1,064

 

 

 

1,024

 

Income attributable to non-controlling interests

 

 

(10

)

 

 

(9

)

 

 

(15

)

NET (LOSS)/INCOME ATTRIBUTABLE TO WTW

 

$

(98

)

 

$

1,055

 

 

$

1,009

 

(LOSS)/EARNINGS PER SHARE

 

 

 

 

 

 

 

 

 

Basic (loss)/earnings per share:

 

 

 

 

 

 

 

 

 

(Loss)/income from continuing operations per share

 

$

(0.96

)

 

$

10.01

 

 

$

9.36

 

Loss from discontinued operations per share

 

 

—

 

 

 

—

 

 

 

(0.36

)

Basic (loss)/earnings per share

 

$

(0.96

)

 

$

10.01

 

 

$

9.00

 

Diluted (loss)/earnings per share:

 

 

 

 

 

 

 

 

 

(Loss)/income from continuing operations per share

 

$

(0.96

)

 

$

9.95

 

 

$

9.34

 

Loss from discontinued operations per share

 

 

—

 

 

 

—

 

 

 

(0.36

)

Diluted (loss)/earnings per share

 

$

(0.96

)

 

$

9.95

 

 

$

8.98

 

 

 

 

 

 

 

 

 

 

 

NET (LOSS)/INCOME

 

$

(88

)

 

$

1,064

 

 

$

1,024

 

Other comprehensive (loss)/income, net of tax:

 

 

 

 

 

 

 

 

 

Foreign currency translation

 

$

(204

)

 

$

173

 

 

$

(499

)

Defined pension and post-retirement benefits

 

 

(94

)

 

 

(408

)

 

 

65

 

Derivative instruments

 

 

(4

)

 

 

2

 

 

 

(2

)

Other comprehensive loss, net of tax, before non-controlling interests

 

 

(302

)

 

 

(233

)

 

 

(436

)

Comprehensive (loss)/income before non-controlling interests

 

 

(390

)

 

 

831

 

 

 

588

 

Comprehensive income attributable to non-controlling interests

 

 

(10

)

 

 

(11

)

 

 

(14

)

Comprehensive (loss)/income attributable to WTW

 

$

(400

)

 

$

820

 

 

$

574

 

See accompanying notes to the consolidated financial statements

74

 

WILLIS TOWERS WATSON PUBLIC LIMITED COMPANY

Consolidated Balance Sheets

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

 

 

 

December 31,
2024

 

 

December 31,
2023

 

ASSETS

 

 

 

 

 

 

Cash and cash equivalents

 

$

1,890

 

 

$

1,424

 

Fiduciary assets

 

 

9,504

 

 

 

9,073

 

Accounts receivable, net

 

 

2,494

 

 

 

2,572

 

Prepaid and other current assets

 

 

1,217

 

 

 

364

 

Total current assets

 

 

15,105

 

 

 

13,433

 

Fixed assets, net

 

 

661

 

 

 

720

 

Goodwill

 

 

8,799

 

 

 

10,195

 

Other intangible assets, net

 

 

1,295

 

 

 

2,016

 

Right-of-use assets

 

 

485

 

 

 

565

 

Pension benefits assets

 

 

530

 

 

 

588

 

Other non-current assets

 

 

806

 

 

 

1,573

 

Total non-current assets

 

 

12,576

 

 

 

15,657

 

TOTAL ASSETS

 

$

27,681

 

 

$

29,090

 

LIABILITIES AND EQUITY

 

 

 

 

 

 

Fiduciary liabilities

 

$

9,504

 

 

$

9,073

 

Deferred revenue and accrued expenses

 

 

2,211

 

 

 

2,104

 

Current debt

 

 

—

 

 

 

650

 

Current lease liabilities

 

 

118

 

 

 

125

 

Other current liabilities

 

 

765

 

 

 

678

 

Total current liabilities

 

 

12,598

 

 

 

12,630

 

Long-term debt

 

 

5,309

 

 

 

4,567

 

Liability for pension benefits

 

 

615

 

 

 

563

 

Deferred tax liabilities

 

 

45

 

 

 

542

 

Provision for liabilities

 

 

341

 

 

 

365

 

Long-term lease liabilities

 

 

502

 

 

 

592

 

Other non-current liabilities

 

 

254

 

 

 

238

 

Total non-current liabilities

 

 

7,066

 

 

 

6,867

 

TOTAL LIABILITIES

 

 

19,664

 

 

 

19,497

 

COMMITMENTS AND CONTINGENCIES

 

 

 

 

 

 

EQUITY (i)

 

 

 

 

 

 

Additional paid-in capital

 

 

10,989

 

 

 

10,910

 

Retained earnings

 

 

109

 

 

 

1,466

 

Accumulated other comprehensive loss, net of tax

 

 

(3,158

)

 

 

(2,856

)

Total WTW shareholders’ equity

 

 

7,940

 

 

 

9,520

 

Non-controlling interests

 

 

77

 

 

 

73

 

Total equity

 

 

8,017

 

 

 

9,593

 

TOTAL LIABILITIES AND EQUITY

 

$

27,681

 

 

$

29,090

 

 

(i)
Equity includes (a) Ordinary shares $0.000304635 nominal value; Authorized 1,510,003,775; Issued 99,805,780 (2024) and 102,538,072 (2023); Outstanding 99,805,780 (2024) and 102,538,072 (2023); (b) Preference shares, $0.000115 nominal value; Authorized 1,000,000,000 and Issued none in 2024 and 2023.

See accompanying notes to the consolidated financial statements

75

 

WILLIS TOWERS WATSON PUBLIC LIMITED COMPANY

Consolidated Statements of Cash Flows

(In millions of U.S. dollars)

 

 

 

Years ended December 31,

 

 

 

2024

 

 

2023

 

 

2022

 

CASH FLOWS FROM OPERATING ACTIVITIES

 

 

 

 

 

 

 

 

 

NET (LOSS)/INCOME

 

$

(88

)

 

$

1,064

 

 

$

1,024

 

Adjustments to reconcile net (loss)/income to total net cash from operating activities:

 

 

 

 

 

 

 

 

 

Depreciation

 

 

230

 

 

 

242

 

 

 

255

 

Amortization

 

 

226

 

 

 

263

 

 

 

312

 

Impairment

 

 

1,042

 

 

 

—

 

 

 

81

 

Non-cash restructuring charges

 

 

41

 

 

 

38

 

 

 

71

 

Non-cash lease expense

 

 

98

 

 

 

105

 

 

 

120

 

Net periodic cost/(benefit) of defined benefit pension plans

 

 

4

 

 

 

(26

)

 

 

(153

)

Provision for doubtful receivables from clients

 

 

13

 

 

 

6

 

 

 

13

 

Benefit from deferred income taxes

 

 

(213

)

 

 

(109

)

 

 

(50

)

Share-based compensation

 

 

121

 

 

 

125

 

 

 

99

 

Net loss/(gain) on disposal of operations

 

 

337

 

 

 

(43

)

 

 

59

 

Non-cash foreign exchange (gain)/loss

 

 

(31

)

 

 

20

 

 

 

(137

)

Other, net

 

 

58

 

 

 

31

 

 

 

6

 

Changes in operating assets and liabilities, net of effects from purchase of subsidiaries:

 

 

 

 

 

 

 

 

 

Accounts receivable

 

 

(233

)

 

 

(206

)

 

 

(188

)

Other assets

 

 

(373

)

 

 

(185

)

 

 

(197

)

Other liabilities

 

 

301

 

 

 

16

 

 

 

(495

)

Provisions

 

 

(21

)

 

 

4

 

 

 

(8

)

Net cash from operating activities

 

 

1,512

 

 

 

1,345

 

 

 

812

 

CASH FLOWS FROM/(USED IN) INVESTING ACTIVITIES

 

 

 

 

 

 

 

 

 

Additions to fixed assets and software for internal use

 

 

(136

)

 

 

(153

)

 

 

(138

)

Capitalized software costs

 

 

(109

)

 

 

(89

)

 

 

(66

)

Acquisitions of operations, net of cash acquired

 

 

(107

)

 

 

(6

)

 

 

(81

)

Net proceeds/(payments) from sale of operations

 

 

619

 

 

 

89

 

 

 

(59

)

Cash and fiduciary funds transferred in sale of operations

 

 

(5

)

 

 

(922

)

 

 

(29

)

(Purchase)/sale of investments

 

 

(12

)

 

 

(4

)

 

 

200

 

Net cash from/(used in) investing activities

 

 

250

 

 

 

(1,085

)

 

 

(173

)

CASH FLOWS USED IN FINANCING ACTIVITIES

 

 

 

 

 

 

 

 

 

Senior notes issued

 

 

746

 

 

 

748

 

 

 

750

 

Debt issuance costs

 

 

(9

)

 

 

(7

)

 

 

(5

)

Repayments of debt

 

 

(655

)

 

 

(254

)

 

 

(585

)

Repurchase of shares

 

 

(901

)

 

 

(1,000

)

 

 

(3,530

)

Proceeds from issuance of shares

 

 

—

 

 

 

—

 

 

 

7

 

Net proceeds/(payments) from fiduciary funds held for clients

 

 

785

 

 

 

(234

)

 

 

354

 

Payments of deferred and contingent consideration related to acquisitions

 

 

(2

)

 

 

(12

)

 

 

(22

)

Cash paid for employee taxes on withholding shares

 

 

(56

)

 

 

(26

)

 

 

(34

)

Dividends paid

 

 

(354

)

 

 

(352

)

 

 

(369

)

Acquisitions of and dividends paid to non-controlling interests

 

 

(13

)

 

 

(63

)

 

 

(11

)

Net cash used in financing activities

 

 

(459

)

 

 

(1,200

)

 

 

(3,445

)

INCREASE/(DECREASE) IN CASH, CASH EQUIVALENTS AND RESTRICTED
   CASH (i)

 

 

1,303

 

 

 

(940

)

 

 

(2,806

)

Effect of exchange rate changes on cash, cash equivalents and restricted cash

 

 

(97

)

 

 

11

 

 

 

(164

)

CASH, CASH EQUIVALENTS AND RESTRICTED CASH, BEGINNING OF YEAR (i)

 

 

3,792

 

 

 

4,721

 

 

 

7,691

 

CASH, CASH EQUIVALENTS AND RESTRICTED CASH, END OF YEAR (i)

 

$

4,998

 

 

$

3,792

 

 

$

4,721

 

 

(i)
The amounts of cash, cash equivalents and restricted cash, their respective classification on the 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 21 — Supplemental Disclosures of Cash Flow Information.

 

 

See accompanying notes to the consolidated financial statements

76

 

WILLIS TOWERS WATSON PUBLIC LIMITED COMPANY

Consolidated Statements of Changes in Equity

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

 

 

 

Shares
outstanding

 

 

Additional
paid-in capital

 

 

Retained
earnings

 

 

Treasury
shares

 

 

AOCL (i)

 

 

Total WTW
shareholders’
equity

 

 

Non-controlling
interests

 

 

Total equity

 

Balance as of January 1, 2022

 

 

122,056

 

 

$

10,804

 

 

$

4,645

 

 

$

(3

)

 

$

(2,186

)

 

$

13,260

 

 

$

48

 

 

$

13,308

 

Shares repurchased

 

 

(15,729

)

 

 

—

 

 

 

(3,530

)

 

 

—

 

 

 

—

 

 

 

(3,530

)

 

 

—

 

 

 

(3,530

)

Net income

 

 

—

 

 

 

—

 

 

 

1,009

 

 

 

—

 

 

 

—

 

 

 

1,009

 

 

 

15

 

 

 

1,024

 

Dividends declared ($3.28 per share)

 

 

—

 

 

 

—

 

 

 

(360

)

 

 

—

 

 

 

—

 

 

 

(360

)

 

 

—

 

 

 

(360

)

Dividends attributable to non-controlling interests

 

 

—

 

 

 

—

 

 

 

—

 

 

 

—

 

 

 

—

 

 

 

—

 

 

 

(10

)

 

 

(10

)

Other comprehensive loss

 

 

—

 

 

 

—

 

 

 

—

 

 

 

—

 

 

 

(435

)

 

 

(435

)

 

 

(1

)

 

 

(436

)

Issuance of shares under employee stock
   compensation plans

 

 

429

 

 

 

7

 

 

 

—

 

 

 

—

 

 

 

—

 

 

 

7

 

 

 

—

 

 

 

7

 

Share-based compensation and net settlements

 

 

—

 

 

 

54

 

 

 

—

 

 

 

—

 

 

 

—

 

 

 

54

 

 

 

—

 

 

 

54

 

Additional non-controlling interests

 

 

—

 

 

 

—

 

 

 

—

 

 

 

—

 

 

 

—

 

 

 

—

 

 

 

27

 

 

 

27

 

Reduction of non-controlling interests (ii)

 

 

—

 

 

 

2

 

 

 

—

 

 

 

—

 

 

 

—

 

 

 

2

 

 

 

(2

)

 

 

—

 

Foreign currency translation

 

 

—

 

 

 

9

 

 

 

—

 

 

 

—

 

 

 

—

 

 

 

9

 

 

 

—

 

 

 

9

 

Balance as of December 31, 2022

 

 

106,756

 

 

$

10,876

 

 

$

1,764

 

 

$

(3

)

 

$

(2,621

)

 

$

10,016

 

 

$

77

 

 

$

10,093

 

Shares repurchased

 

 

(4,483

)

 

 

(3

)

 

 

(1,000

)

 

 

3

 

 

 

—

 

 

 

(1,000

)

 

 

—

 

 

 

(1,000

)

Net income

 

 

—

 

 

 

—

 

 

 

1,055

 

 

 

—

 

 

 

—

 

 

 

1,055

 

 

 

9

 

 

 

1,064

 

Dividends declared ($3.36 per share)

 

 

—

 

 

 

—

 

 

 

(353

)

 

 

—

 

 

 

—

 

 

 

(353

)

 

 

—

 

 

 

(353

)

Dividends attributable to non-controlling interests

 

 

—

 

 

 

—

 

 

 

—

 

 

 

—

 

 

 

—

 

 

 

—

 

 

 

(13

)

 

 

(13

)

Other comprehensive (loss)/income

 

 

—

 

 

 

—

 

 

 

—

 

 

 

—

 

 

 

(235

)

 

 

(235

)

 

 

2

 

 

 

(233

)

Issuance of shares under employee stock
   compensation plans

 

 

265

 

 

 

—

 

 

 

—

 

 

 

—

 

 

 

—

 

 

 

—

 

 

 

—

 

 

 

—

 

Share-based compensation and net settlements

 

 

—

 

 

 

89

 

 

 

—

 

 

 

—

 

 

 

—

 

 

 

89

 

 

 

—

 

 

 

89

 

Reduction of non-controlling interests (ii)

 

 

—

 

 

 

(47

)

 

 

—

 

 

 

—

 

 

 

—

 

 

 

(47

)

 

 

(2

)

 

 

(49

)

Foreign currency translation

 

 

—

 

 

 

(5

)

 

 

—

 

 

 

—

 

 

 

—

 

 

 

(5

)

 

 

—

 

 

 

(5

)

Balance as of December 31, 2023

 

 

102,538

 

 

$

10,910

 

 

$

1,466

 

 

$

—

 

 

$

(2,856

)

 

$

9,520

 

 

$

73

 

 

$

9,593

 

Shares repurchased

 

 

(3,145

)

 

 

—

 

 

 

(901

)

 

 

—

 

 

 

—

 

 

 

(901

)

 

 

—

 

 

 

(901

)

Net (loss)/income

 

 

—

 

 

 

—

 

 

 

(98

)

 

 

—

 

 

 

—

 

 

 

(98

)

 

 

10

 

 

 

(88

)

Dividends declared ($3.52 per share)

 

 

—

 

 

 

—

 

 

 

(358

)

 

 

—

 

 

 

—

 

 

 

(358

)

 

 

—

 

 

 

(358

)

Dividends attributable to non-controlling interests

 

 

—

 

 

 

—

 

 

 

—

 

 

 

—

 

 

 

—

 

 

 

—

 

 

 

(9

)

 

 

(9

)

Other comprehensive loss

 

 

—

 

 

 

—

 

 

 

—

 

 

 

—

 

 

 

(302

)

 

 

(302

)

 

 

—

 

 

 

(302

)

Issuance of shares under employee stock
   compensation plans

 

 

413

 

 

 

—

 

 

 

—

 

 

 

—

 

 

 

—

 

 

 

—

 

 

 

—

 

 

 

—

 

Share-based compensation and net settlements

 

 

—

 

 

 

74

 

 

 

—

 

 

 

—

 

 

 

—

 

 

 

74

 

 

 

—

 

 

 

74

 

Additional non-controlling interests

 

 

—

 

 

 

—

 

 

 

—

 

 

 

—

 

 

 

—

 

 

 

—

 

 

 

3

 

 

 

3

 

Reduction of non-controlling interests (ii)

 

 

—

 

 

 

(4

)

 

 

—

 

 

 

—

 

 

 

—

 

 

 

(4

)

 

 

—

 

 

 

(4

)

Foreign currency translation

 

 

—

 

 

 

9

 

 

 

—

 

 

 

—

 

 

 

—

 

 

 

9

 

 

 

—

 

 

 

9

 

Balance as of December 31, 2024

 

 

99,806

 

 

$

10,989

 

 

$

109

 

 

$

—

 

 

$

(3,158

)

 

$

7,940

 

 

$

77

 

 

$

8,017

 

 

(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.

 

See accompanying notes to the consolidated financial statements

77

 

WILLIS TOWERS WATSON PUBLIC LIMITED COMPANY

Notes to the Consolidated Financial Statements

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

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 approximately 49,000 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 provided direct-to-consumer sales of Medicare coverage through our TRANZACT business until December 31, 2024, the date of the completion of the sale of TRANZACT (see Note 3 – Acquisitions and Divestitures).

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, Significant Accounting Policies and Recent Accounting Pronouncements

Basis of Presentation

The accompanying audited consolidated financial statements of WTW and our subsidiaries are presented in accordance with the rules and regulations of the SEC for annual reports on Form 10-K and are prepared in accordance with U.S. GAAP. Certain prior-period amounts have been reclassified to conform to the current-period presentation. All intercompany accounts and transactions have been eliminated in consolidation.

Significant Accounting Policies

Principles of Consolidation — The accompanying consolidated financial statements include the accounts of WTW and those of our majority-owned and controlled subsidiaries. We determine whether we have a controlling financial interest in an entity by first evaluating whether the entity is a voting interest entity or a variable interest entity (‘VIE’). Variable interest entities are entities that lack one or more of the characteristics of a voting interest entity and therefore require a different approach in determining which party involved with the VIE should consolidate the entity. With a VIE, either the entity does not have sufficient equity at risk to finance its activities without additional subordinated financial support from other parties, or the equity holders, as a group, do not have the power to direct the activities that most significantly impact its financial performance, the obligation to absorb expected losses of the entity, or the right to receive the expected residual returns of the entity. The entity that has a controlling financial interest in a VIE is referred to as the primary beneficiary and is required to consolidate the VIE.

Voting interest entities are entities that have sufficient equity and provide equity investors voting rights that give them the power to make significant decisions related to the entity’s operations. The usual condition for a controlling financial interest in a voting interest entity is ownership of a majority voting interest. Accordingly, we consolidate our voting interest entity investments in which we hold, directly or indirectly, more than 50% of the voting rights.

78

 

Use of Estimates — These consolidated financial statements conform to U.S. GAAP, which requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities as well as disclosures of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenue and expenses during the reporting periods. Our estimates, judgments and assumptions are continually evaluated based on available information and experience. Because of the use of estimates inherent in the financial reporting process, actual results could differ from those estimates. Estimates are used when accounting for revenue recognition and related costs, the selection of useful lives of fixed and intangible assets, impairment testing, valuation of billed and unbilled receivables from clients, discretionary compensation, income taxes, pension assumptions, incurred but not reported claims, legal reserves and goodwill and intangible assets.

Going Concern — Management evaluates at each annual and interim period whether there are conditions or events, considered in the aggregate, that raise substantial doubt about our ability to continue as a going concern within one year after the date that the consolidated financial statements are issued. Management’s evaluation is based on relevant conditions and events that are known and reasonably knowable at the date that the consolidated financial statements are issued. Management has concluded that there are no conditions or events, considered in the aggregate, that raise substantial doubt about our ability to continue as a going concern within one year after the date of these financial statements.

Fair Value of Financial Instruments — The carrying values of our cash, cash equivalents and restricted cash, accounts receivable, short-term investments, accrued expenses and revolving lines of credit approximate their fair values because of the short maturity and liquidity of those instruments. The fair value of our senior notes and note receivable are considered Level 2 financial instruments as they are corroborated by observable market data. See Note 12 — Fair Value Measurements for additional information about our measurements of fair value.

Cash and Cash Equivalents — Cash and cash equivalents primarily consist of time deposits with original maturities of three months or less. In certain of the countries in which we conduct business, we are subject to capital adequacy requirements. Most significantly, Willis Limited, our U.K. brokerage subsidiary regulated by the Financial Conduct Authority, is currently required to maintain $90 million in unencumbered and available financial resources, of which at least $57 million must be in cash, for regulatory purposes. Term deposits and certificates of deposits with original maturities greater than three months are considered to be short-term investments and are included in Prepaid and other current assets. Additionally, see Note 21 — Supplemental Disclosures of Cash Flow Information for a reconciliation of the cash, cash equivalents and restricted cash as presented on our consolidated balance sheets and the consolidated statements of cash flows.

Fiduciary Assets and Liabilities — The Company collects premiums from insureds and, after deducting commissions, remits the premiums to the respective insurers. The Company also collects claims or refunds from insurers on behalf of insureds. Certain of our health and welfare benefits administration outsourcing agreements require us to hold funds on behalf of clients to pay obligations on their behalf or for plan participants to pay for medical costs (‘benefit funds’). Benefit funds held in cash and cash equivalents are part of fiduciary funds. In some instances, plan participants direct us to invest these benefit funds on their behalf (‘benefit funds investments’). Each of these transactions is reported on our consolidated balance sheets as assets and corresponding liabilities unless such balances are due to or from the same party and a right of offset exists, in which case the balances are recorded net.

Fiduciary assets on the consolidated balance sheets are comprised of fiduciary funds, benefit funds investments and fiduciary receivables:

Fiduciary funds – These amounts are restricted cash and cash equivalents held for unremitted insurance premiums and claims and benefit funds not invested, and are recorded within fiduciary assets on the consolidated balance sheets. Fiduciary funds are generally required to be kept in certain 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 insureds and insurers and excluding earnings on benefit funds, the Company is entitled to retain investment income earned on fiduciary funds in accordance with industry custom and practice and, in some cases, as supported by agreements with insureds. The period for which the Company holds such funds in its broking capacity is dependent upon the date the insured remits the payment of the premium to the Company, or the date the Company receives a refund from the insurer, and the date the Company is required to forward such payments to the insurer or insured, respectively. For the benefit funds, cash and cash equivalents are held until the funds are directed by plan participants to either be invested in mutual funds or paid out on their behalf. Fiduciary funds are included in the beginning and ending balances of cash, cash equivalents and restricted cash in the consolidated statements of cash flows. See Note 21 — Supplemental Disclosures of Cash Flow Information for a reconciliation of the fiduciary funds as presented on our consolidated balance sheets and the consolidated statements of cash flows.

Benefit funds investments – Benefit funds investments can be invested in open-ended mutual funds at the direction of the participant. Such funds are not available to service the Company’s debt or for other corporate purposes and earnings accrue to the participant.

Fiduciary receivables – Uncollected premiums from insureds, uncollected claims or refunds from insurers and unremitted benefits funds are recorded as fiduciary assets on the consolidated balance sheets. In certain instances, the Company advances

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premiums, refunds or claims to insurance underwriters or insureds prior to collection. Such advances are made from fiduciary funds and are reflected in the consolidated balance sheets as fiduciary assets.

Fiduciary liabilities on the consolidated balance sheets represent the obligations to remit all fiduciary assets as required under the terms of the various arrangements. Fiduciary receivables and liabilities for which cash has not been collected are equal and offsetting and have not been presented in the consolidated statements of cash flows.

Accounts Receivable — Accounts receivable includes both billed and unbilled receivables and is stated at estimated net realizable values. Provision for billed receivables is recorded, when necessary, in an amount considered by management to be sufficient to meet probable future losses related to uncollectible accounts. Accrued and unbilled receivables are stated at net realizable value which includes an allowance for accrued and unbillable amounts. See Note 4 — Revenue for additional information about our accounts receivable.

Acquired Accounts Receivable — As part of the acquisition accounting for the TRANZACT business in 2019, the acquired accounts receivable arising from direct-to-consumer Medicare broking sales were present-valued at the acquisition date in accordance with ASC 805, Business Combinations (‘ASC 805’). Cash collections for these receivables were expected to occur over a period of several years. Due to the provisions of ASC 606, Revenue From Contracts With Customers (‘ASC 606’), these receivables were not discounted for a significant financing component when initially recognized. Following the acquisition, the acquired renewal commissions receivables were accounted for prospectively using the cost-recovery method in which future cash receipts were initially applied against the acquisition date fair value until the value reached zero. Any cash received in excess of the fair value determined at acquisition was recorded to earnings when it was received. Prior to the sale of TRANZACT, the adjusted values of these acquired renewal commissions receivables were included in Prepaid and other current assets or Other non-current assets, as appropriate, on the consolidated balance sheets.

Income Taxes — The Company recognizes deferred tax assets and liabilities for the estimated future tax consequences of events attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases and operating and capital loss and tax credit carryforwards. Deferred tax assets and liabilities are measured using enacted tax rates in effect for the year in which the differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of changes in tax rates is recognized for continuing operations in the consolidated statement of comprehensive income in the period in which the change is enacted. Deferred tax assets are reduced through the establishment of a valuation allowance at such time as, based on available evidence, it is more likely than not that the deferred tax assets will not be realized. The Company adjusts valuation allowances to measure deferred tax assets at the amounts considered realizable in future periods, which is assessed at each balance sheet date. In making such determinations, the Company considers all available positive and negative evidence, including future reversals of existing taxable temporary differences, projected future taxable income, tax planning strategies and recent financial operating results. The Company places more reliance on evidence that is objectively verifiable.

Positions taken in the Company’s tax returns may be subject to challenge by the taxing authorities upon examination. The Company recognizes the benefits of uncertain tax positions in the financial statements when it is more likely than not that a position will be sustained on the basis of the technical merits of the position assuming the tax authorities have full knowledge of the position and all relevant facts. Recognition also occurs upon either the lapse of the relevant statute of limitations or when positions are effectively settled. The benefit recognized is the largest amount of tax benefit that is greater than 50 percent likely to be realized on settlement with the tax authority. The Company adjusts its recognition of uncertain tax benefits in the period in which new information is available impacting either the recognition or measurement of its uncertain tax positions. Such adjustments are reflected as increases or decreases to income taxes in the period in which they are determined.

The Company recognizes interest and penalties relating to unrecognized tax benefits within income taxes. See Note 7 — Income Taxes for additional information regarding the Company’s income taxes.

Foreign Currency — Transactions in currencies other than the functional currency of the entity are recorded at the rates of exchange prevailing at the date of the transaction. Monetary assets and liabilities in currencies other than the functional currency are translated at the rates of exchange prevailing at the balance sheet date and the related transaction gains and losses are reported as income or expense in the consolidated statements of comprehensive income. Certain intercompany loans may be determined to be of a long-term investment nature. The Company records transaction gains and losses from re-measuring such loans as other comprehensive income in the consolidated statements of comprehensive income.

Upon consolidation, the results of operations of subsidiaries and associates whose functional currency is other than the U.S. dollar are translated into U.S. dollars at the average exchange rates, and assets and liabilities are translated at year-end exchange rates. Translation adjustments are presented as a separate component of other comprehensive income in the financial statements and are included in net income only upon sale or liquidation of the underlying foreign subsidiary or associated company.

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Derivatives — The Company uses derivative financial instruments to alter the risk profile of an existing underlying exposure. Forward and option foreign currency exchange contracts are used to manage currency exposures arising from future income and expenses and to offset balance sheet exposures in currencies other than the functional currency of an entity. We do not hold any derivatives for trading purposes. The fair values of derivative contracts are recorded in other assets and other liabilities in the consolidated balance sheets. The effective portions of changes in the fair value of derivatives that qualify for hedge accounting as cash flow hedges are recorded in other comprehensive income. Amounts are reclassified from other comprehensive income into earnings when the hedged exposure affects earnings. If the derivative is designated and qualifies as an effective hedge, the changes in the fair value of the derivative and of the hedged item associated with the hedged risk are both recognized in earnings. The amount of hedge ineffectiveness recognized in earnings is based on the extent to which an offset between the fair value of the derivative and hedged item is not achieved. Changes in the fair value of derivatives that do not qualify for hedge accounting, together with any hedge ineffectiveness on those that do qualify, are recorded in Other (loss)/income, net or interest expense as appropriate.

The Company evaluates whether its contracts include clauses or conditions which would be required to be separately accounted for at fair value as embedded derivatives. See Note 10 — Derivative Financial Instruments for additional information about the Company’s derivatives.

Commitments, Contingencies and Provisions for Liabilities — The Company establishes provisions against various actual and potential claims, lawsuits and other proceedings relating principally to alleged errors and omissions in the ordinary course of business. Such provisions cover claims that have been reported but not paid and also unasserted claims and related legal fees. These provisions are established based on actuarial estimates together with individual case reviews and are believed to be adequate in light of current information and legal advice. In certain cases, where a range of loss exists, we accrue the minimum amount in the range if no amount within the range is a better estimate than any other amount. To the extent such losses can be recovered under the Company’s insurance programs, estimated recoveries are recorded when losses for insured events are recognized and the recoveries are likely to be realized. Significant management judgment is required to estimate the amounts of such unasserted claims and the related insurance recoveries. The Company analyzes its litigation exposure based on available information, including consultation with outside counsel handling the defense of these matters, to assess its potential liability. These contingent liabilities are not discounted. See Note 15 — Commitments and Contingencies and Note 16 — Supplementary Information for Certain Balance Sheet Accounts for additional information about our commitments, contingencies and provisions for liabilities.

Share-Based Compensation — The Company has equity-based compensation plans that provide for grants of restricted stock units and stock options to employees and non-employee directors of the Company. Additionally, the Company has cash-settled share-based compensation plans that provide for grants to employees.

The Company expenses equity-based compensation, which is included in Salaries and benefits in the consolidated statements of comprehensive income, primarily on a straight-line basis over the requisite service period. The significant assumptions underlying our expense calculations include the fair value of the award on the date of grant, the estimated achievement of any performance targets and estimated forfeiture rates. Forfeitures are estimated on the date of grant and revised for both actual and expected forfeiture activity. The awards under equity-based compensation are classified as equity and are included as a component of equity on the Company’s consolidated balance sheets, as the ultimate payment of such awards will not be achieved through use of the Company’s cash or other assets.

For the cash-settled share-based compensation, the Company recognizes a liability for the fair-value of the awards as of each reporting date. The liability for these awards is included within Other current liabilities or Other non-current liabilities in the consolidated balance sheets depending on when the amounts are payable. Expense is recognized over the service period, and as the liability is remeasured at the end of each reporting period, changes in fair value are recognized as compensation cost within Salaries and benefits in the consolidated statements of comprehensive income. The significant assumptions underlying our expense calculations include the estimated achievement of any performance targets and estimated forfeiture rates.

See Note 19 — Share-based Compensation for additional information about the Company’s share-based compensation.

Employee Share Purchase Plan — In the second quarter of 2024, the Company launched an employee share purchase plan (‘ESPP’), which is initially available to colleagues in North America and certain other countries. The ESPP allows eligible colleagues to defer a portion of their after-tax income during biannual six-month offering periods, at the end of which periods amounts deferred are converted to shares using the Company’s closing share price on the last trading day of the applicable offering period with a 15% discount applied. ASC 840, Distinguishing Liabilities from Equity, requires these deferred amounts to be recognized as liabilities, which we have included in other current liabilities on our accompanying consolidated balance sheet until they are converted to shares on the purchase date. See Note 19 — Share-based Compensation for more information.

Fixed Assets — Fixed assets are stated at cost less accumulated depreciation. Expenditures for improvements are capitalized; repairs and maintenance are charged to expense as incurred. Depreciation is computed primarily using the straight-line method based on the estimated useful lives of assets.

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Depreciation on internally-developed software is amortized over the estimated useful life of the asset ranging from 3 to 10 years. Buildings include assets held under finance leases and are depreciated over the lesser of 50 years, the asset lives or the lease terms, as appropriate. Depreciation on leasehold improvements is calculated over the lesser of the useful lives of the assets or the remaining lease terms. Depreciation on furniture and equipment is calculated based on a range of 3 to 10 years. Land is not depreciated.

Long-lived assets are tested for recoverability whenever events or changes in circumstance indicate that their carrying amounts may not be recoverable. An impairment loss is recognized if the carrying amount of a long-lived asset is not recoverable and exceeds its fair value. Recoverability is determined based on the undiscounted cash flows expected to result from the use and eventual disposition of the asset or asset group. Long-lived assets and certain identifiable intangible assets to be disposed of are reported at the lower of carrying amount or fair value less cost to sell. See Note 8 — Fixed Assets for additional information about our fixed assets.

Leases — As an advisory, broking and solutions company providing services to clients in more than 140 countries, we enter into lease agreements from time to time, primarily for the use of real estate for our office space. We determine if an arrangement is a lease at the inception of the contract, and the nature of our operations is such that it is generally clear whether an arrangement contains a lease and what underlying asset is being leased. The majority of the leases into which we enter are operating leases. Upon entering into leases, we obtain the right to control the use of an identified space for a lease term and recognize these right-of-use (‘ROU’) assets on our consolidated balance sheets with corresponding lease liabilities reflecting our obligation to make the related lease payments. ROU assets are amortized over the term of the lease.

Our real estate leases are generally long-term in nature, with terms that currently range from 3 to 10 years. Our most significant lease supports our London market operations with a lease term through 2032. Our real estate leases often contain options to renew the lease, either through exercise of the option or through automatic renewal. Additionally, certain leases have options to cancel the lease with appropriate notice to the landlord prior to the end of the stated lease term. As we enter into new leases, we consider these options as we assess lease terms in our recognized ROU assets and lease liabilities. If we are reasonably certain to exercise an option to renew a lease, we include this period in our lease term. To the extent that we have the option to cancel a lease, we recognize our ROU assets and lease liabilities using the term that would result from using this earlier date. If a significant penalty is required to cancel the lease at an earlier date, we assess our lease term as ending at the point when no significant penalty would be due.

In addition to payments for previously-agreed base rent, many of our lease agreements are subject to variable and unknown future payments, typically in the form of common area maintenance charges (a non-lease component as defined by ASC 842, Leases (‘ASC 842’)) or real estate taxes. These variable payments are excluded from our lease liabilities and ROU assets, and instead are recognized as lease expense within Other operating expenses on the consolidated statement of comprehensive income as the amounts are incurred. To the extent that we have agreed to fixed charges for common area maintenance or other non-lease components, or our base rent increases by an index or rate (most commonly an inflation rate), these amounts are included in the measurement of our lease liabilities and ROU assets. We have elected the practical expedient under ASC 842 which allows the lease and non-lease components to be combined in our measurement of lease liabilities and ROU assets.

From time to time we may enter into subleases if we are unable to cancel or fully occupy a space and are able to find an appropriate subtenant. However, entering subleases is not a primary objective of our business operations and these arrangements do not currently represent a material amount of cash flows.

We are required to use judgment in the determination of the incremental borrowing rates to calculate the present values of our future lease payments. Since the majority of our debt is publicly traded, our real estate function is centralized, and our treasury function is centralized and generally prohibits our subsidiaries from borrowing externally, we have determined it appropriate to use the Company’s consolidated unsecured borrowing rate, and we adjust for collateralization in accordance with ASC 842. Using the resulting interest rate curves from publicly traded debt at this collateralized borrowing rate, we select the interest rate at lease inception by reference to the lease term and lease currency. At December 31, 2024, 86% of our leases are denominated in U.S. dollars, Pounds sterling or Euros.

Our leases generally do not subject us to restrictive covenants and contain no residual value guarantees.

See Note 14 — Leases for additional information about our operating leases.

Goodwill and Other Intangible Assets — In applying the acquisition method of accounting for business combinations, amounts assigned to identifiable assets and liabilities acquired were based on estimated fair values as of the date of acquisition, with the remainder recorded as goodwill. Intangible assets are initially valued at fair value using generally accepted valuation methods appropriate for the type of intangible asset. Intangible assets with definite lives are amortized over their estimated useful lives and are reviewed for impairment if indicators of impairment arise. Intangible assets with indefinite lives are tested for impairment annually as of October 1, and whenever indicators of impairment exist. The fair values of intangible assets are compared with their carrying values, and an impairment loss would be recognized for the amount by which a carrying amount exceeds its fair value.

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Acquired intangible assets held at December 31, 2024 are being amortized on the basis noted and over the following expected life:

 

 

Amortization basis

 

Expected life

(years)

Client relationships

In line with underlying cash flows

3 to 21

Software

In line with underlying cash flows or straight-line basis

5 to 9

Trademark and trade name

Straight-line basis

5 to 25

Other

In line with underlying cash flows or straight-line basis

5 to 16

Goodwill is tested for impairment annually as of October 1, and whenever indicators of impairment exist. Goodwill is tested at the reporting unit level, and the Company had seven reporting units as of October 1, 2024. In the impairment test, the fair value of each reporting unit is compared with its carrying value, including goodwill. If the carrying value of a reporting unit exceeds its fair value, the difference is recognized as an impairment loss. As discussed in Note 3 — Acquisitions and Divestitures within Item 8 of this Annual Report on Form 10-K, in connection with the sale of TRANZACT, completed on December 31, 2024, the Company recorded a $1.0 billion non-cash goodwill impairment charge on the BDA reporting unit. The BDA reporting unit goodwill after impairment is approximately $1.2 billion. After reflecting the sale of TRANZACT, the fair value of the remaining reporting unit is estimated to be significantly in excess of its carrying value. The impairment test for the remaining six reporting units resulted in estimated fair values that were significantly in excess of their carrying values. The Company’s goodwill impairment tests for the years ended December 31, 2023 and 2022 have not resulted in any impairment charges. See Note 9 — Goodwill and Other Intangible Assets for additional information about our goodwill and other intangible assets.

Pensions — The Company has multiple defined benefit pension and defined contribution plans. The net periodic cost of the Company’s defined benefit plans is measured on an actuarial basis using various methods and actuarial assumptions. The most significant assumptions are the discount rates (formulated using the granular approach to calculating service and interest cost) and the expected long-term rates of return on plan assets. Other material assumptions include rates of participant mortality, the expected long-term rates of compensation and pension increases and rates of employee termination. Gains and losses occur when actual experience differs from actuarial assumptions. If such gains or losses exceed ten percent of the greater of the market-related value of plan assets or the projected benefit obligation, the Company amortizes those gains or losses over the average remaining service period or average remaining life expectancy, as appropriate, of the plan participants. In accordance with U.S. GAAP, the Company records the funded status of its pension plans based on the projected benefit obligation on its consolidated balance sheets.

Contributions to the Company’s defined contribution plans are recognized as incurred. Differences between contributions payable in the year and contributions actually paid are shown as either other assets or other liabilities in the consolidated balance sheets. See Note 13 — Retirement Benefits for additional information about our pensions.

Revenue Recognition — We recognize revenue from a variety of services, with broking, consulting and outsourced administration representing our most significant offerings. All other revenue streams, which can be recognized at either a point in time or over time, are individually less significant and are grouped in Other in our revenue disaggregation disclosures in Note 4 — Revenue. These Other revenue streams represent 6% of customer contract revenue from continuing operations each year. The Company experiences seasonal fluctuations of its revenue during the year, with revenue being typically higher during the Company’s first and fourth quarters due primarily to the timing of broking-related activities.

Broking — Representing 48% to 49% of customer contract revenue from continuing operations each year, in our broking arrangements, we earn revenue by acting as an intermediary in the placement of effective insurance policies. Generally, we act as an agent and view our client to be the party looking to obtain insurance coverage for various risks, or an employer or sponsoring organization looking to obtain insurance coverage for its employees or members. Our primary performance obligation under the majority of these arrangements is to place an effective insurance policy, but there can also be significant post-placement obligations in certain contracts to which we need to allocate revenue. The most common of these is for claims handling or call center support. The revenue recognition method for these, after the relative fair value allocation, is described further as part of the ‘Outsourced Administration’ description below.

Due to the nature of the majority of our broking arrangements, no single document constitutes the contract for ASC 606 purposes. Our services may be governed by a mixture of different types of contractual arrangements depending on the jurisdiction or type of coverage, including terms of business agreements, broker-of-record letters, statements of work or local custom and practice. This is then confirmed by the client’s acceptance of the underlying insurance contract. Prior to the policy inception date, the client has not accepted nor formally committed to perform under the arrangement (i.e. pay for the insurance coverage in place). Therefore, in the majority of broking arrangements, the contract date is the date the insurance policy incepts. However, in certain instances such as employer-sponsored Medicare broking or Affinity arrangements, where the employer or sponsoring organization is our customer, client acceptance of underlying individual policy placements is not required, and therefore the date at which we have a contract with a customer is not dependent upon placement.

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As noted, our primary performance obligations typically consist of only the placement of an effective insurance policy which precedes the inception date of the policy. Therefore, most of our fulfillment costs are incurred before we can recognize revenue, and are thus deferred during the pre-placement process. Where we have material post-placement services obligations, we estimate the relative fair value of the post-placement services using either the expected cost-plus-margin or the market assessment approach.

Revenue from our broking services consists of commissions or fees negotiated in lieu of commissions. At times, we may receive additional income for performing these services from the insurance and reinsurance carriers’ markets, which is collectively referred to as ‘market derived income’. In situations in which our fees are not fixed but are variable, we must estimate the likely commission per policy, taking into account the likelihood of cancellation before the end of the policy term. For employer-sponsored Medicare broking, Affinity arrangements and historically for proportional treaty reinsurance broking, the commissions to which we will be entitled can vary based on the underlying individual insurance policies that are placed. For employer-sponsored Medicare broking and proportional treaty reinsurance broking in particular, we base the estimates of transaction prices on supportable evidence from an analysis of past transactions, and only include amounts that are probable of being received or not refunded (referred to as applying ‘constraint’ under ASC 606). This is an area requiring significant judgment and results in us estimating a transaction price that may be significantly lower than the ultimate amount of commissions we may collect. The transaction price is then adjusted over time as we receive confirmation of our remuneration through receipt of treaty statements, or as other information becomes available.

We recognize revenue for most broking arrangements as of a point in time at the later of the policy inception date or when the policy placement is complete, because this is viewed as the date when control is transferred to the client. For employer-sponsored Medicare broking, we recognize revenue over time, as we stand ready under our agreements to place retiree Medicare coverage. For this type of broking arrangement, we recognize the majority of our placement revenue in the fourth quarter of the calendar year when most of the placement or renewal activity occurs.

Prior to the sale of TRANZACT, we also had a direct-to-consumer Medicare broking offering. The contractual arrangements in this offering differed from our employer-sponsored Medicare broking offering described above. The governing contracts in our direct-to-consumer Medicare broking offering were the contractual arrangements with insurance carriers, for whom we acted as an agent, that provided compensation in return for issued policies. Once an application was submitted to a carrier, our obligation was complete, and we had no ongoing fulfillment obligations. We received compensation from carriers in the form of commissions, administrative fees and marketing fees in the first year, and depending on the type of policy issued, we may have received renewal commissions for up to 25 years, provided the policies were renewed for such periods of time.

Because our obligation was complete upon application submission to the carrier, we recognized revenue at that date, which included both compensation that was due to us in the first year as well as an estimate of the total renewal commissions that would have been received over the lifetime of the policy. This variable consideration estimate required significant judgment, and varied based on product type, estimated commission rates, the expected lives of the respective policies and other factors. The Company applied an actuarial model to account for these uncertainties, which was updated periodically based on actual experience, and included an element of ‘constraint’ as defined by ASC 606 such that no significant reversal was expected to occur in the future. Actual results differed from these estimates.

The timing of renewal payments in our direct-to-consumer Medicare broking offering was reflective of regulatory restrictions and insurance carriers’ protection for cancellations and varied based on policy holder decisions that were outside of the control of both the Company and the insurance carriers. As such, the estimate of these renewal commissions receivables was not discounted to reflect a significant financing component.

Consulting — We earn revenue for advisory and consulting work that may be structured as different types of service offerings, including annual recurring projects, projects of a short duration or stand-ready obligations. Collectively, our consulting arrangements represent 31% to 33% of customer contract revenue from continuing operations each year.

We have engagement letters with our clients that specify the terms and conditions upon which the engagements are based. These terms and conditions can only be changed upon agreement by both parties.

In assessing our performance obligations, our consulting work is typically highly integrated, with the various promised services representing inputs of the combined overall output. We view these arrangements as representing a single performance obligation. To the extent we do not integrate our services, as is the case with unrelated services that may be sourced from different areas of our business, we consider these separate performance obligations.

Fee terms can be in the form of fixed-fees (including fixed-fees offset by commissions), time-and-expense fees, commissions, per-participant fees, or fees based on assets under management. Payment is typically due on a monthly basis as we perform under the contract, and we are entitled to be reimbursed for work performed to date in the event of termination.

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The majority of our revenue from these consulting engagements is recognized over time, either because our clients are simultaneously receiving and consuming the benefits of our services, or because we have an enforceable right to payment for performance rendered to date. Additionally, from time to time, we may be entitled to an additional fee based on achieving certain performance criteria. To the extent that we cannot estimate with reasonable assurance the likelihood that we will achieve the performance target, we will ‘constrain’ this portion of the transaction price and recognize it when or as the uncertainty is resolved.

We use different progress measures to determine our revenue depending on the nature of the engagement:

•
Annual recurring projects and projects of short duration. These projects are typically straightforward and highly predictable in nature with either time-and-expense or fixed fee terms. Time-and-expense fees are recognized as hours or expenses are incurred using the ‘right to invoice’ practical expedient allowed under ASC 606. For fixed-fee arrangements, to the extent estimates can be made of the remaining work required under the arrangement, revenue is based upon the proportional performance method, using the value of labor hours spent to date compared to the estimated total value of labor hours for the entire engagement. We believe that cost represents a faithful depiction of the transfer of value because the completion of these performance obligations is based upon the professional services of employees of differing experience levels and thereby costs. It is appropriate that satisfaction of these performance obligations considers both the number of hours incurred by each employee and the value of each labor hour worked (as opposed to simply the hours worked).
•
Stand-ready obligations. These projects consist of repetitive monthly or quarterly services performed consistently each period. As none of the activities provided under these services are performed at specified times and quantities, but at the discretion of each customer, our obligation is to stand ready to perform these services on an as-needed basis. These arrangements represent a ‘series’ performance obligation in accordance with ASC 606. Each time increment (i.e., each month or quarter) of standing ready to provide the overall services is distinct and the customer obtains value from each period of service independent of the other periods of service.

Where we recognize revenue on a proportional performance basis, the amount we recognize is affected by a number of factors that can change the estimated amount of work required to complete the project such as the staffing on the engagement and/or the level of client participation. Our periodic engagement evaluations require us to make judgments and estimates regarding the overall profitability and stage of project completion that, in turn, affect how we recognize revenue. We recognize a loss on an engagement when estimated revenue to be received for that engagement is less than the total estimated costs associated with the engagement.

Outsourced Administration — We provide customized benefits outsourcing and co-sourcing solutions services in relation to the administration of defined benefit, defined contribution, and health and welfare plans. These plans are sponsored by our clients to provide benefits to their active or retired employees. Additionally, these services include operating call centers and may include providing access to, and managing, a variety of consumer-directed savings accounts. The operation of call centers and consumer-directed accounts can be provisioned as part of an ongoing administration or solutions service, or separately as part of a broking arrangement. The products and services available to all clients are the same, but the selections by client can vary and portray customized products and services based on the customer’s specific needs. Our services often include the use of proprietary systems that are configured for each of our clients’ needs. In total, our outsourced administration services represent 12% of customer contract revenue from continuing operations each year.

These contracts typically consist of an implementation phase and an ongoing administration phase:

•
Implementation phase. Work performed during the implementation phase is considered a set-up activity because it does not transfer a service to the customer, and therefore costs are deferred during this phase of the arrangement. Since these arrangements are longer term in nature and subject to more changes in scope as the project progresses, our contracts generally provide that if the client terminates a contract, we are entitled to an additional payment for services performed through the termination date designed to recover our up-front costs of implementation.
•
Ongoing administration phase. The ongoing administration phase includes a variety of plan administration services, system hosting and support services. More specifically, these services include data management, calculations, reporting, fulfillment/communications, compliance services, call center support, and in our health and welfare arrangements, annual onboarding and enrollment support. While there are a variety of activities performed, the overall nature of the obligation is to provide an integrated outsourcing solution to the customer. The arrangement represents a stand-ready obligation to perform these activities on an as-needed basis. The customer obtains value from each period of service, and each time increment (i.e., each month, or each benefits cycle in our health and welfare arrangements) is distinct and substantially the same. Accordingly, the ongoing administration services represent a ‘series’ in accordance with ASC 606 and are deemed one performance obligation.

We have engagement letters with our clients that specify the terms and conditions upon which the engagements are based. These terms and conditions can only be changed upon agreement by both parties. Fees for these arrangements can be fixed, per-participant-per-month, or in the case of call center services, provided in conjunction with our broking services, with an allocation based on

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commissions. Our fees are not typically payable until the commencement of the ongoing administration phase. However, in our health and welfare arrangements, we begin transferring services to our customers approximately four months prior to payments being due as part of our annual onboarding and enrollment work. Although our per-participant-per-month and commission-based fees are considered variable, they are typically predictable in nature, and therefore we generally do not ‘constrain’ any portion of our transaction price estimates. Once fees become payable, payment is typically due on a monthly basis as we perform under the contract, and we are entitled to be reimbursed for work performed to date in the event of termination.

Revenue is recognized over time as the services are performed because our clients are simultaneously receiving and consuming the benefits of our services. For our health and welfare arrangements where each benefits cycle represents a time increment under the series guidance, revenue is recognized based on proportional performance. We use an input measure (value of labor hours worked) as the measure of progress. Given that the service is stand-ready in nature, it can be difficult to predict the remaining obligation under the benefits cycle. Therefore, the input measure is based on the historical effort expended each month, which is measured as labor cost. This results in slightly more revenue being recognized during periods of annual onboarding since we are performing both our normal monthly services and our annual services during this portion of the benefits cycle.

For all other outsourced administration arrangements where a month represents our time increment under the series guidance, we allocate transaction price to the month we are performing our services. Therefore, the amount recognized each month is the variable consideration related to that month plus the fixed monthly or annual fee. The fixed monthly or annual fee is recognized on a straight-line basis. Revenue recognition for these types of arrangements is therefore more consistent throughout the year.

Reimbursed expenses — Client reimbursable expenses, including those relating to travel, other out-of-pocket expenses and any third-party costs, are included in revenue, and an equivalent amount of reimbursable expenses is included in other operating expenses as a cost of revenue as incurred. Reimbursed expenses represented approximately 1% of customer contract revenue from continuing operations each year. Taxes collected from customers and remitted to government authorities are recorded net and are excluded from revenue.

Interest income — Interest income is recognized as earned.

Other income — Other income includes gains on disposal of intangible assets, which primarily arise from settlements through enforcing non-compete agreements in the event of losing accounts through producer defection or the disposal of books of business.

Cost to obtain or fulfill contracts — Costs to obtain customers include commissions for brokers under specific agreements that would not be incurred without a contract being signed and executed. The Company has elected to apply the ASC 606 ‘practical expedient’ which allows us to expense these costs as incurred if the amortization period related to the resulting asset would be one year or less. Where the Company has instances of contracts that would be amortized for a period greater than a year, the related commissions have been capitalized.

Costs to fulfill include costs incurred by the Company that are expected to be recovered within the expected contract period. The costs associated with our system implementation activities and consulting contracts are recorded through time entry.

For our broking business, the Company must estimate the fulfillment costs incurred during the pre-placement of the broking contracts. These judgments include:

•
which activities in the pre-placement process should be eligible for capitalization;
•
the amount of time and effort expended on those pre-placement activities;
•
the amount of payroll and related costs eligible for capitalization; and,
•
the monthly or quarterly timing of underlying insurance and reinsurance policy inception dates.

We amortize costs to fulfill over the period we receive the related benefits. For broking pre-placement costs, this is typically less than a year. In our system implementation and consulting arrangements and in our cost to obtain broking arrangements which do not qualify for the practical expedient, we include the likelihood of contract renewals in our estimate of the amortization period, resulting in most costs being amortized for a greater length of time than the initial contract term.

Transaction and transformation — Transaction and transformation consists of two components, transaction-related costs related to acquisitions and disposals, and transformation expenses associated with our completed Transformation program (see Note 6 — Restructuring Costs).

Transaction costs primarily include legal and other professional fees as well as other costs that are directly attributable to an acquisition or an in-process but not yet completed divestiture. Costs related to divestitures incurred during the period of the divestment

86

 

are not included in transaction costs, but are instead included in the gain or loss on disposal of a business within Other (loss)/income, net on the consolidated statements of comprehensive income.

Transformation costs are costs incurred under the Transformation program but are not eligible to be classified as restructuring costs under ASC 420, Exit or Disposal Cost Obligation (‘ASC 420’). These costs are not expected to continue beyond the defined period of the program.

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 became effective for the Company on January 1, 2025, at which time we adopted it. The Company will include the required disclosures within its 2025 Annual Report on Form 10-K.

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

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

In November 2024, the FASB issued ASU No. 2024-03, Disaggregation of Income Statement Expense, which is intended to provide transparency about the components of expenses included in the income statement. This ASU requires public companies to disclose additional information about certain expenses in the notes to the financial statements on a quarterly and annual basis, including purchases of inventory, employee compensation, depreciation, intangible asset amortization and depletion for each income statement line item that contains those expenses. The ASU requires a new tabular disclosure format that centralizes expense information and additional qualitative disclosure. The guidance does not change the existing income statement presentation. The annual requirements for this ASU become effective with the Company's 2027 Form 10-K, and for its interim periods beginning on January 1, 2028. Early adoption is permitted. The guidance is to be applied prospectively, with the option for retrospective application. The Company currently does not plan to early-adopt this ASU and is assessing the expected impact on its consolidated financial statements.

Adopted

In November 2023, the FASB issued ASU No. 2023-07, Segment Reporting (Topic 280): Improvements to Reportable Segment Disclosures (‘ASU 2023-07’) 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 revenue and expense, depreciation and amortization expense). The annual requirements of this ASU became effective for the Company on January 1, 2024 and the new disclosures have been included in Note 5 — Segment Information. New interim disclosures are required for fiscal years beginning January 1, 2025.

87

 

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’. Although the Company is considered an ‘applicable corporation’ for purposes of the CAMT calculation, there is no tax impact. New rules included in excise tax proposed regulations issued on April 9, 2024 apply to share repurchases after April 12, 2024. To date, the excise tax has not had a material impact on the Company’s consolidated financial statements, and the Company does not expect the excise tax or CAMT to have a significant impact on its 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 legislation by signing Finance (No. 2) Bill 2023 into law in December 2023. Other countries and territories have indicated they will introduce Pillar Two legislation beginning in 2025. The Pillar Two minimum tax is treated as a period cost beginning in 2024 and does not have a material impact on the Company's financial results of operations for the current period. The Company continues to monitor evolving tax legislation as well as additional guidance to enacted legislation in the jurisdictions in which we operate.

Note 3 — Acquisitions and Divestitures

The following disclosures discuss significant transactions during the three-year period ended December 31, 2024.

Acquisitions

The Company completed acquisitions, including acquisitions of assets, non-controlling interests of certain subsidiaries and interests in associates accounted for under the equity method of accounting, during the years ended December 31, 2024, 2023 and 2022 for combined cash payments of $119 million, $56 million and $111 million, respectively, and contingent or deferred consideration fair valued at $3 million, $3 million and $28 million, respectively.

Divestitures

TRANZACT Sale

Effective December 31, 2024, the Company sold TRANZACT, its direct-to-consumer insurance distribution business, for total cash consideration of $632 million, which was subject to certain adjustments pursuant to an equity purchase agreement dated September 30, 2024. The Company is providing a number of services to TRANZACT under a Transition Services Agreement which may remain in effect through 2025.

In connection with the sale, the Company recorded a pre-tax loss on the disposal of $1.1 billion within Other (loss)/income, net on our consolidated statements of comprehensive income. Additionally, and in conjunction with the sale, the Company recognized a $1.0 billion pre-tax goodwill impairment charge within its Benefits, Delivery and Administration reporting unit (‘BDA’).

TRANZACT was included in our Health, Wealth and Career segment. The following selected financial information relates to the operations of TRANZACT for the periods presented:

 

 

 

Years Ended December 31,

 

 

 

2024

 

 

2023

 

 

2022

 

Revenue

 

$

785

 

 

$

805

 

 

$

742

 

Operating income

 

 

148

 

 

 

149

 

 

 

146

 

 

88

 

Divestment of Russian Business

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

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 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 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 (loss)/income, net on our consolidated statements of comprehensive income. The settlement of remaining amounts owed to Gallagher totaling $11 million was transferred in October 2023.

During the fourth quarter of 2024, the Company had sufficient evidence to conclude that the earnout would be received in full and recognized $750 million as a gain on disposal and a corresponding receivable within other current assets on the consolidated balance sheet.

A number of services continued under a cost reimbursement Transition Services Agreement (‘TSA’) in which WTW was 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 $19 million, $36 million and $45 million during the years ended December 31, 2024, 2023 and 2022, 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 consolidated statements of comprehensive income.

Other Disposals

The Company completed other disposals during the years ended December 31, 2024, 2023 and 2022 for cash proceeds of $18 million, $89 million and $1 million, respectively. These disposals resulted in no net gains or losses on disposal for the year ended December 31, 2024; for the years ended December 31, 2023 and 2022, there were net gains on disposal of $38 million and $64 million, respectively. There were no non-cash proceeds recognized on disposals for the years ended December 31, 2024 and 2023; for the year ended December 31, 2022, the Company recognized non-cash proceeds on disposals of $63 million.

89

 

Note 4 — Revenue

Disaggregation of Revenue

The Company reports revenue by segment in Note 5 — Segment Information. The following table presents revenue by service offering and segment, as well as reconciliations to total revenue for the years ended December 31, 2024, 2023 and 2022. Along with reimbursable expenses and other, total revenue by service offering represents our revenue from customer contracts.

 

Year Ended
 December 31,

 

Broking

 

 

Consulting

 

 

Outsourced
Administration

 

 

Other

 

 

Total revenue by service offering

 

 

Reimbursable expenses and other (i)

 

 

Total revenue from customer contracts

 

 

Interest and other income

 

 

Total revenue

 

HWC

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

2024

 

$

1,613

 

 

$

2,668

 

 

$

1,091

 

 

$

363

 

 

$

5,735

 

 

$

69

 

 

$

5,804

 

 

$

42

 

 

$

5,846

 

2023

 

 

1,531

 

 

 

2,594

 

 

 

1,078

 

 

 

349

 

 

 

5,552

 

 

 

73

 

 

 

5,625

 

 

 

30

 

 

 

5,655

 

2022

 

 

1,415

 

 

 

2,522

 

 

 

979

 

 

 

332

 

 

 

5,248

 

 

 

64

 

 

 

5,312

 

 

 

39

 

 

 

5,351

 

R&B

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

2024

 

 

3,196

 

 

 

396

 

 

 

76

 

 

 

243

 

 

 

3,911

 

 

 

13

 

 

 

3,924

 

 

 

127

 

 

 

4,051

 

2023

 

 

2,947

 

 

 

378

 

 

 

81

 

 

 

222

 

 

 

3,628

 

 

 

13

 

 

 

3,641

 

 

 

107

 

 

 

3,748

 

2022

 

 

2,745

 

 

 

370

 

 

 

75

 

 

 

194

 

 

 

3,384

 

 

 

11

 

 

 

3,395

 

 

 

76

 

 

 

3,471

 

Corporate (i)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

2024

 

 

—

 

 

 

2

 

 

 

—

 

 

 

—

 

 

 

2

 

 

 

9

 

 

 

11

 

 

 

22

 

 

 

33

 

2023

 

 

8

 

 

 

14

 

 

 

—

 

 

 

—

 

 

 

22

 

 

 

16

 

 

 

38

 

 

 

42

 

 

 

80

 

2022

 

 

7

 

 

 

10

 

 

 

—

 

 

 

—

 

 

 

17

 

 

 

2

 

 

 

19

 

 

 

25

 

 

 

44

 

Total

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

2024

 

$

4,809

 

 

$

3,066

 

 

$

1,167

 

 

$

606

 

 

$

9,648

 

 

$

91

 

 

$

9,739

 

 

$

191

 

 

$

9,930

 

2023

 

$

4,486

 

 

$

2,986

 

 

$

1,159

 

 

$

571

 

 

$

9,202

 

 

$

102

 

 

$

9,304

 

 

$

179

 

 

$

9,483

 

2022

 

$

4,167

 

 

$

2,902

 

 

$

1,054

 

 

$

526

 

 

$

8,649

 

 

$

77

 

 

$

8,726

 

 

$

140

 

 

$

8,866

 

 

(i)
Reimbursable expenses and other, as well as Corporate revenue, are excluded from segment revenue, but included in total revenue on the 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:

 

 

Year Ended December 31,

 

 

 

Book-of-business settlements

 

 

Interest income

 

 

Other income

 

 

Total

 

 

 

2024

 

 

2023

 

 

2022

 

 

2024

 

 

2023

 

 

2022

 

 

2024

 

 

2023

 

 

2022

 

 

2024

 

 

2023

 

 

2022

 

HWC

 

$

8

 

 

$

1

 

 

$

19

 

 

$

32

 

 

$

25

 

 

$

8

 

 

$

2

 

 

$

4

 

 

$

12

 

 

$

42

 

 

$

30

 

 

$

39

 

R&B

 

 

14

 

 

 

25

 

 

 

52

 

 

 

112

 

 

 

79

 

 

 

25

 

 

 

1

 

 

 

3

 

 

 

(1

)

 

 

127

 

 

 

107

 

 

 

76

 

Corporate

 

 

—

 

 

 

—

 

 

 

—

 

 

 

22

 

 

 

41

 

 

 

22

 

 

 

—

 

 

 

1

 

 

 

3

 

 

 

22

 

 

 

42

 

 

 

25

 

Total interest and other income

 

$

22

 

 

$

26

 

 

$

71

 

 

$

166

 

 

$

145

 

 

$

55

 

 

$

3

 

 

$

8

 

 

$

14

 

 

$

191

 

 

$

179

 

 

$

140

 

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.

90

 

The following table presents revenue from service offerings by the geography where our work was performed for the years ended December 31, 2024, 2023 and 2022. The reconciliations to total revenue on our consolidated statements of comprehensive income and to segment revenue is shown in the table above.

Year Ended
 December 31,

 

North America

 

 

Europe

 

 

International

 

 

Total revenue by geography

 

HWC

 

 

 

 

 

 

 

 

 

 

 

 

2024

 

$

3,780

 

 

$

1,475

 

 

$

480

 

 

$

5,735

 

2023

 

 

3,738

 

 

 

1,362

 

 

 

452

 

 

 

5,552

 

2022

 

 

3,569

 

 

 

1,266

 

 

 

413

 

 

 

5,248

 

R&B

 

 

 

 

 

 

 

 

 

 

 

 

2024

 

 

1,486

 

 

 

1,816

 

 

 

609

 

 

 

3,911

 

2023

 

 

1,400

 

 

 

1,668

 

 

 

560

 

 

 

3,628

 

2022

 

 

1,328

 

 

 

1,527

 

 

 

529

 

 

 

3,384

 

Corporate

 

 

 

 

 

 

 

 

 

 

 

 

2024

 

 

2

 

 

 

—

 

 

 

—

 

 

 

2

 

2023

 

 

8

 

 

 

12

 

 

 

2

 

 

 

22

 

2022

 

 

7

 

 

 

9

 

 

 

1

 

 

 

17

 

Total

 

 

 

 

 

 

 

 

 

 

 

 

2024

 

$

5,268

 

 

$

3,291

 

 

$

1,089

 

 

$

9,648

 

2023

 

$

5,146

 

 

$

3,042

 

 

$

1,014

 

 

$

9,202

 

2022

 

$

4,904

 

 

$

2,802

 

 

$

943

 

 

$

8,649

 

 

Contract Balances

The Company reports accounts receivable, net on the 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 December 31, 2024 and 2023:

 

 

December 31, 2024

 

 

December 31, 2023

 

Billed receivables, net of allowance for doubtful accounts of $36 million and $34 
   million

 

$

1,604

 

 

$

1,581

 

Unbilled receivables

 

 

569

 

 

 

491

 

Current contract assets

 

 

321

 

 

 

500

 

Accounts receivable, net

 

$

2,494

 

 

$

2,572

 

Non-current accounts receivable, net

 

$

18

 

 

$

19

 

Non-current contract assets

 

$

—

 

 

$

909

 

Deferred revenue

 

$

732

 

 

$

677

 

 

The Company receives payments from customers based on billing schedules or terms as written in our contracts. Those balances denoted as contract assets relate to situations where we have completed some or all performance under the contract, however our right to consideration is conditional. Contract assets result most materially in our Medicare intermediary businesses. The significant decreases in both current and non-current contract assets relate to the sale of TRANZACT. Billed and unbilled receivables are recorded when the right to consideration becomes unconditional. Deferred revenue relates to payments received in advance of performance under the contract and is recognized as revenue as (or when) we perform under the contract.

During the year ended December 31, 2024, revenue of approximately $532 million was recognized that was reflected as deferred revenue at December 31, 2023.

During the year ended December 31, 2024, the Company recognized revenue of approximately $43 million related to performance obligations satisfied in a prior period.

 

Accounts receivable are stated at estimated net realizable values. The following table presents the changes in our allowance for doubtful accounts for the years ended December 31, 2024, 2023 and 2022.

 

 

 

December 31,
2024

 

 

December 31,
2023

 

 

December 31,
2022

 

Balance at beginning of year

 

$

34

 

 

$

46

 

 

$

45

 

Additions charged to costs and expenses

 

 

13

 

 

 

6

 

 

 

14

 

Deductions/other movements

 

 

(12

)

 

 

(21

)

 

 

(20

)

Foreign exchange

 

 

1

 

 

 

3

 

 

 

7

 

Balance at end of year

 

$

36

 

 

$

34

 

 

$

46

 

 

91

 

The changes in our allowance for doubtful accounts presented above do not include receivables that were impaired as a result of the divestment of our Russian businesses in March 2022. See Note 3 — Acquisitions and Divestitures.

Performance Obligations

The Company has contracts for which performance obligations have not been satisfied as of December 31, 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, 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’).

 

 

2025

 

 

2026

 

 

2027 onward

 

 

Total

 

Revenue expected to be recognized on contracts as of
December 31, 2024

 

$

550

 

 

$

427

 

 

$

469

 

 

$

1,446

 

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 December 31, 2024 have been excluded from the table above.

Costs to Obtain or Fulfill a Contract

The Company incurs costs to obtain or fulfill contracts which it would not incur if a contract with a customer was not executed.

The following tables show the categories of costs that are capitalized and deferred over the expected life of a contract.

 

 

Costs to obtain

 

 

 

December 31,
2024

 

Balance at beginning of the year

 

$

—

 

New capitalized costs

 

 

3

 

Amortization

 

 

(1

)

Balance at end of the year

 

$

2

 

 

 

 

Costs to fulfill

 

 

 

December 31,
2024

 

 

December 31,
2023

 

 

December 31,
2022

 

Balance at beginning of the year

 

$

218

 

 

$

197

 

 

$

189

 

New capitalized costs

 

 

493

 

 

 

458

 

 

 

421

 

Amortization

 

 

(470

)

 

 

(441

)

 

 

(407

)

Foreign currency translation

 

 

(3

)

 

 

4

 

 

 

(6

)

Balance at end of the year

 

$

238

 

 

$

218

 

 

$

197

 

 

92

 

Note 5 — Segment Information

WTW has two reportable operating segments organized by 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 (‘CODM’) is at the segment level. As noted further below, management bases strategic goals and decisions for these segments on the data presented below which 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 segment operating income performance and prospects on a pre-tax basis.

Under the segment structure and for internal and segment reporting, WTW segment revenue includes commissions and fees, interest and other income. U.S. GAAP revenue also includes amounts that were directly incurred on behalf of our clients and reimbursed by them (reimbursable expenses), which are not included in segment revenue. There is no significant segment revenue derived from transactions between the segments.

Following the adoption of ASU 2023-07, the Company has not presented any individual significant expense categories due to the following factors:

•
The CODM’s review focuses on segment operating income results in total, rather than on individual expenses to arrive at segment operating income. The CODM uses segment operating income to make decisions and allocate resources.
•
The CODM does not regularly review any individual significant expense categories at the segment level. Rather, the segment leaders are tasked with achieving the targeted segment operating income and have discretion to determine how to manage their respective expense categories to achieve the targets set by the CODM.
•
Instead, the CODM routinely reviews budgeted, forecasted and actual expense information at the consolidated level only and not at the individual segment level.

Segment operating income excludes certain costs, including (i) amortization of intangibles; (ii) restructuring costs; (iii) certain transaction and transformation expenses; and (iv) to the extent that the actual expense based upon which allocations are made differs from the forecast/budget amount, a reconciling item will be created between internally-allocated expenses and the actual expenses that we report for U.S. GAAP purposes. Although not reviewed individually by the CODM, amounts included in segment expenses may be determined on both a direct and allocated basis and are related to salaries and benefits, depreciation, corporate overhead charges and other operating expenses, including for occupancy, colleague travel costs, legal, marketing, technology, professional fees and professional liability costs.

The following table presents segment revenue, segment expenses and segment operating income for our reportable segments for the years ended December 31, 2024, 2023 and 2022.

 

 

 

HWC

 

 

R&B

 

 

Total

 

 

 

Years ended December 31,

 

 

Years ended December 31,

 

 

Years ended December 31,

 

 

 

2024

 

 

2023

 

 

2022

 

 

2024

 

 

2023

 

 

2022

 

 

2024

 

 

2023

 

 

2022

 

Segment revenue excluding interest income

 

$

5,745

 

 

$

5,557

 

 

$

5,279

 

 

$

3,926

 

 

$

3,656

 

 

$

3,435

 

 

$

9,671

 

 

$

9,213

 

 

$

8,714

 

Interest income

 

 

32

 

 

 

25

 

 

 

8

 

 

 

112

 

 

 

79

 

 

 

25

 

 

 

144

 

 

 

104

 

 

 

33

 

Total segment revenue

 

 

5,777

 

 

 

5,582

 

 

 

5,287

 

 

 

4,038

 

 

 

3,735

 

 

 

3,460

 

 

 

9,815

 

 

 

9,317

 

 

 

8,747

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Other segment expenses

 

 

3,926

 

 

 

3,891

 

 

 

3,782

 

 

 

3,035

 

 

 

2,874

 

 

 

2,674

 

 

 

6,961

 

 

 

6,765

 

 

 

6,456

 

Depreciation

 

 

134

 

 

 

126

 

 

 

123

 

 

 

45

 

 

 

48

 

 

 

52

 

 

 

179

 

 

 

174

 

 

 

175

 

Total segment expenses

 

 

4,060

 

 

 

4,017

 

 

 

3,905

 

 

 

3,080

 

 

 

2,922

 

 

 

2,726

 

 

 

7,140

 

 

 

6,939

 

 

 

6,631

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Segment operating income

 

$

1,717

 

 

$

1,565

 

 

$

1,382

 

 

$

958

 

 

$

813

 

 

$

734

 

 

$

2,675

 

 

$

2,378

 

 

$

2,116

 

 

93

 

The following table presents reconciliations of the information reported by segment to the Company’s consolidated amounts reported for the years ended December 31, 2024, 2023 and 2022.

 

 

 

Years ended December 31,

 

 

 

2024

 

 

2023

 

 

2022

 

Revenue:

 

 

 

 

 

 

 

 

 

Total segment revenue

 

$

9,815

 

 

$

9,317

 

 

$

8,747

 

Corporate, reimbursable expenses and other

 

 

115

 

 

 

166

 

 

 

119

 

Revenue

 

$

9,930

 

 

$

9,483

 

 

$

8,866

 

 

 

 

 

 

 

 

 

 

 

Total segment operating income

 

$

2,675

 

 

$

2,378

 

 

$

2,116

 

Impairment (i)

 

 

(1,042

)

 

 

—

 

 

 

(81

)

Amortization

 

 

(226

)

 

 

(263

)

 

 

(312

)

Restructuring costs (ii)

 

 

(61

)

 

 

(68

)

 

 

(99

)

Transaction and transformation (iii)

 

 

(409

)

 

 

(386

)

 

 

(181

)

Unallocated, net (iv)

 

 

(310

)

 

 

(296

)

 

 

(265

)

Income from operations

 

 

627

 

 

 

1,365

 

 

 

1,178

 

Interest expense

 

 

(263

)

 

 

(235

)

 

 

(208

)

Other (loss)/income, net

 

 

(260

)

 

 

149

 

 

 

288

 

INCOME FROM CONTINUING OPERATIONS BEFORE
   INCOME TAXES

 

$

104

 

 

$

1,279

 

 

$

1,258

 

 

(i)
For the year ended December 31, 2024, represents the non-cash goodwill impairment associated with our BDA reporting unit related to the sale of our TRANZACT business (see Note 3 — Acquisitions and Divestitures for further information). For the year ended December 31, 2022, represents the impairment related to the net assets of our Russian business that are held outside of our Russian entities (see Note 3 — Acquisitions and Divestitures for further information).
(ii)
See Note 6 — Restructuring Costs for the composition of costs for 2024, 2023 and 2022.
(iii)
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).
(iv)
Includes certain costs, primarily related to corporate functions which are not directly related to the segments, and certain differences between budgeted expenses determined at the beginning of the year and actual expenses that we report for U.S. GAAP purposes.

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

None of the Company’s clients individually represented more than 10% of its consolidated revenue for the years ended December 31, 2024, 2023 and 2022.

Below are our revenue (on the basis of where the work was performed) and tangible long-lived assets for Ireland, our country of domicile, countries with significant concentrations, and all other foreign countries as of and for the years ended as indicated:

 

 

 

Revenue

 

 

Long-Lived Assets (i)

 

 

 

Years ended December 31,

 

 

December 31,

 

 

 

2024

 

 

2023

 

 

2022

 

 

2024

 

 

2023

 

Ireland

 

$

131

 

 

$

118

 

 

$

130

 

 

$

8

 

 

$

10

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

United States

 

 

5,128

 

 

 

5,011

 

 

 

4,760

 

 

 

307

 

 

 

408

 

United Kingdom

 

 

1,859

 

 

 

1,723

 

 

 

1,563

 

 

 

490

 

 

 

512

 

Rest of World

 

 

2,812

 

 

 

2,631

 

 

 

2,413

 

 

 

341

 

 

 

355

 

Total Foreign Countries

 

 

9,799

 

 

 

9,365

 

 

 

8,736

 

 

 

1,138

 

 

 

1,275

 

 

 

$

9,930

 

 

$

9,483

 

 

$

8,866

 

 

$

1,146

 

 

$

1,285

 

 

(i)
Tangible long-lived assets consist of fixed assets and ROU assets.

94

 

Note 6 — Restructuring Costs

In the fourth quarter of 2024, the Company concluded a three-year ‘Transformation program’ designed to enhance operations, optimize technology and align its real estate footprint to its new ways of working. The program incurred cumulative costs of $1.115 billion and capital expenditures of $130 million, resulting in a total investment of $1.245 billion. Although the Transformation program concluded in 2024, we expect additional cash outflows in 2025 from the settlement of accrued costs.

The main categories of charges were 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 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 and are included as restructuring costs in the consolidated statements of comprehensive income. Other costs incurred under the Transformation program are included in transaction and transformation and were $378 million, $347 million and $136 million for the years ended December 31, 2024, 2023 and 2022. An analysis of total restructuring costs incurred under the Transformation program by category and by segment and corporate functions, from commencement to December 31, 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

 

 

—

 

 

 

—

 

 

 

52

 

 

 

52

 

Technology modernization

 

 

2

 

 

 

3

 

 

 

4

 

 

 

9

 

Process optimization

 

 

—

 

 

 

—

 

 

 

—

 

 

 

—

 

Other

 

 

—

 

 

 

—

 

 

 

—

 

 

 

—

 

Total

 

 

 

 

 

 

 

 

 

 

 

 

Real estate rationalization

 

 

—

 

 

 

—

 

 

 

196

 

 

 

196

 

Technology modernization

 

 

4

 

 

 

16

 

 

 

35

 

 

 

55

 

Process optimization

 

 

1

 

 

 

—

 

 

 

—

 

 

 

1

 

Other

 

 

—

 

 

 

—

 

 

 

2

 

 

 

2

 

        Total

 

$

5

 

 

$

16

 

 

$

233

 

 

$

254

 

 

95

 

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

 

 

19

 

 

 

1

 

 

 

—

 

 

 

—

 

 

 

20

 

Cash payments

 

 

(19

)

 

 

(7

)

 

 

—

 

 

 

—

 

 

 

(26

)

Balance at December 31, 2024

 

$

3

 

 

$

2

 

 

$

—

 

 

$

—

 

 

$

5

 

 

Note 7 — Income Taxes

Provision for Income Taxes

An analysis of income from continuing operations before income taxes by taxing jurisdiction is shown below:

 

 

 

Years ended December 31,

 

 

 

2024

 

 

2023

 

 

2022

 

Ireland

 

$

22

 

 

$

14

 

 

$

(160

)

U.S.

 

 

(1,469

)

 

 

348

 

 

 

394

 

U.K.

 

 

382

 

 

 

(93

)

 

 

142

 

Rest of World

 

 

1,169

 

 

 

1,010

 

 

 

882

 

Total

 

$

104

 

 

$

1,279

 

 

$

1,258

 

 

The components of the provision for income taxes from continuing operations include:

 

 

 

Years ended December 31,

 

 

 

2024

 

 

2023

 

 

2022

 

Current tax expense:

 

 

 

 

 

 

 

 

 

U.S. federal taxes

 

$

(86

)

 

$

(106

)

 

$

(103

)

U.S. state and local taxes

 

 

(18

)

 

 

(41

)

 

 

(39

)

U.K. corporation tax

 

 

(68

)

 

 

(40

)

 

 

(13

)

Other jurisdictions

 

 

(233

)

 

 

(137

)

 

 

(93

)

Total current tax expense

 

 

(405

)

 

 

(324

)

 

 

(248

)

Deferred tax benefit/(expense):

 

 

 

 

 

 

 

 

 

U.S. federal taxes

 

 

166

 

 

 

20

 

 

 

52

 

U.S. state and local taxes

 

 

16

 

 

 

15

 

 

 

(5

)

U.K. corporation tax

 

 

26

 

 

 

63

 

 

 

(7

)

Other jurisdictions

 

 

5

 

 

 

11

 

 

 

14

 

Total deferred tax benefit

 

 

213

 

 

 

109

 

 

 

54

 

Total provision for income taxes

 

$

(192

)

 

$

(215

)

 

$

(194

)

 

96

 

Effective Tax Rate Reconciliation

The reported provision for income taxes differs from the amounts that would have resulted had the reported income from continuing operations before income taxes been taxed at the U.S. federal statutory rate. The principal reasons for the differences between the amounts provided and those that would have resulted from the application of the U.S. federal statutory tax rate are as follows:

 

 

 

Years ended December 31,

 

 

 

2024

 

 

2023

 

 

2022

 

INCOME FROM CONTINUING OPERATIONS BEFORE
   INCOME TAXES

 

$

104

 

 

$

1,279

 

 

$

1,258

 

U.S. federal statutory income tax rate

 

 

21

%

 

 

21

%

 

 

21

%

Income tax expense at U.S. federal tax rate

 

 

(22

)

 

 

(269

)

 

 

(264

)

Adjustments to derive effective tax rate:

 

 

 

 

 

 

 

 

 

Non-deductible expenses and dividends

 

 

(17

)

 

 

(24

)

 

 

(19

)

Net adjustments on acquisition costs

 

 

—

 

 

 

(1

)

 

 

(4

)

Impact of change in rate on deferred tax balances

 

 

—

 

 

 

10

 

 

 

(1

)

Effect of foreign exchange and other differences

 

 

1

 

 

 

1

 

 

 

28

 

Changes in valuation allowances

 

 

3

 

 

 

(2

)

 

 

1

 

Net tax effect on intra-group items

 

 

91

 

 

 

94

 

 

 

84

 

Net tax effect on disposal of operations

 

 

(187

)

 

 

6

 

 

 

1

 

Tax differentials of non-U.S. jurisdictions

 

 

(17

)

 

 

8

 

 

 

20

 

Impact of U.S. state and local taxes

 

 

(2

)

 

 

(26

)

 

 

(42

)

Global Intangible Low-Taxed Income (GILTI)

 

 

(4

)

 

 

(9

)

 

 

(10

)

Subpart F income

 

 

—

 

 

 

(5

)

 

 

(6

)

Base Erosion Anti-Abuse Tax (BEAT)

 

 

(1

)

 

 

13

 

 

 

24

 

Tax on unremitted earnings

 

 

(5

)

 

 

(12

)

 

 

(14

)

Changes in uncertain tax positions

 

 

(34

)

 

 

(6

)

 

 

6

 

Other items, net

 

 

2

 

 

 

7

 

 

 

2

 

Provision for income taxes

 

$

(192

)

 

$

(215

)

 

$

(194

)

The current-year effective tax rate includes a $187 million tax expense on disposal of operations. Included in the $187 million are three main components: a tax expense on the BDA goodwill impairment; a tax benefit from the capital loss incurred on the sale of TRANZACT; and a tax benefit on the Willis Re earnout in certain jurisdictions with statutory tax rates less than 21%. The effective tax rate for the year ended December 31, 2023 includes a $20 million tax benefit related to changes in state apportionment and a $10 million deferred tax benefit related to the remeasurement of deferred tax assets and liabilities associated with the enactment of the Bermuda corporate income tax law. The effective tax rate for the year ended December 31, 2022 includes a $34 million tax benefit associated with amending the Company’s U.S. federal income tax returns for tax years 2019 and 2020, primarily related to a reduction in Base Erosion and Anti Abuse Tax (‘BEAT’), and a $22 million income tax benefit associated with foreign exchange remeasurement on income tax account balances.

Willis Towers Watson plc is a non-trading holding company tax resident in Ireland where it is taxed at the statutory rate of 25%. The provisions for income tax on operations have been reconciled above to the U.S. federal statutory tax rate of 21% due to significant operations in the U.S.

Deferred Income Taxes

Deferred income tax assets and liabilities reflect the effect of temporary differences between the assets and liabilities recognized for financial reporting purposes and the amounts recognized for income tax purposes. We recognize deferred tax assets if it is more likely than not that a benefit will be realized.

97

 

Deferred income tax assets and liabilities included in the consolidated balance sheets at December 31, 2024 and 2023 are comprised of the following:

 

 

 

December 31,

 

 

 

2024

 

 

2023

 

Deferred tax assets:

 

 

 

 

 

 

Accrued expenses not currently deductible

 

$

67

 

 

$

76

 

Interest carryforwards

 

 

334

 

 

 

276

 

Net operating losses

 

 

27

 

 

 

44

 

Capital loss carryforwards

 

 

119

 

 

 

1

 

Accrued retirement benefits

 

 

156

 

 

 

150

 

Operating lease liabilities

 

 

99

 

 

 

120

 

Deferred compensation

 

 

90

 

 

 

93

 

Share-based compensation

 

 

22

 

 

 

25

 

Financial derivative transactions

 

 

3

 

 

 

2

 

Gross deferred tax assets

 

 

917

 

 

 

787

 

Less: valuation allowance

 

 

(28

)

 

 

(35

)

Net deferred tax assets

 

$

889

 

 

$

752

 

Deferred tax liabilities:

 

 

 

 

 

 

Cost of intangible assets, net of related amortization

 

$

(426

)

 

$

(604

)

Operating lease right-of-use assets

 

 

(82

)

 

 

(103

)

Cost of tangible assets, net of related depreciation

 

 

(7

)

 

 

(24

)

Prepaid retirement benefits

 

 

(106

)

 

 

(129

)

Accrued revenue not currently taxable

 

 

(48

)

 

 

(319

)

Unremitted earnings

 

 

(27

)

 

 

(29

)

Deferred tax liabilities

 

$

(696

)

 

$

(1,208

)

Net deferred tax assets/(liabilities)

 

$

193

 

 

$

(456

)

 

The net deferred income tax assets are included in Other non-current assets and the net deferred tax liabilities are included in Deferred tax liabilities in our consolidated balance sheets. At December 31, 2024, the Company had a net deferred tax asset of $193 million compared to a net deferred tax liability of $456 million at December 31, 2023. The net change of $649 million is primarily related to the sale of our TRANZACT business (see Note 3 — Acquisitions and Divestitures).

 

 

 

December 31,

 

 

 

2024

 

 

2023

 

Balance sheet classifications:

 

 

 

 

 

 

Other non-current assets

 

$

238

 

 

$

86

 

Deferred tax liabilities

 

 

(45

)

 

 

(542

)

Net deferred tax asset/(liability)

 

$

193

 

 

$

(456

)

 

At December 31, 2024, we had U.S. federal and non-U.S. net operating loss carryforwards amounting to $99 million of which $56 million can be indefinitely carried forward under local statutes. The remaining $43 million of net operating loss carryforwards will expire, if unused, in varying amounts from 2025 through 2044. In addition, we had U.S. state net operating loss carryforwards of $84 million, of which $10 million can be indefinitely carried forward, while the remaining $74 million will expire in varying amounts from 2025 to 2044.

Management believes, based on the evaluation of positive and negative evidence, including the future reversal of existing taxable temporary differences, it is more likely than not that the Company will realize the benefits of net deferred tax assets of $889 million, net of the valuation allowance. During 2024, the Company decreased its valuation allowance by $7 million, primarily related to state and non-U.S. net operating losses. During 2023, the Company increased its valuation allowance by $7 million, primarily related to state net operating losses and U.S. foreign tax credits. During 2022, the Company decreased its valuation allowance by $14 million, primarily related to certain state net operating losses. The Company determined the losses and the related valuation allowance would never be realized.

At December 31, 2024 and 2023, the Company had valuation allowances of $28 million and $35 million, respectively, to reduce its deferred tax assets to their estimated realizable values. The valuation allowance at December 31, 2024 primarily relates to deferred taxes on U.S. state capital and operating losses of $12 million and non-U.S. net operating losses of $16 million.

98

 

An analysis of our valuation allowance is shown below.

 

 

 

Years ended December 31,

 

 

 

2024

 

 

2023

 

 

2022

 

Balance at beginning of year

 

$

35

 

 

$

28

 

 

$

42

 

Additions charged to costs and expenses

 

 

7

 

 

 

10

 

 

 

8

 

Deductions

 

 

(14

)

 

 

(3

)

 

 

(22

)

Balance at end of year

 

$

28

 

 

$

35

 

 

$

28

 

The movement in the 2024 valuation allowance differs from the 2024 rate reconciliation primarily due to changes in our state deferred tax assets as a result of the sale of our TRANZACT business. The movement in the 2023 valuation allowance differs from the 2023 rate reconciliation primarily due to the increase in state net operating losses and the related valuation allowance. The movement in the 2022 valuation allowance differs from the 2022 rate reconciliation primarily due to the write-down of state net operating losses and the related valuation allowance. In addition, the 2022 valuation allowance differs from the 2022 rate reconciliation due to a portion of the tax benefits having been allocated to discontinued operations.

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. At December 31, 2024, the Company has $31.8 billion of undistributed earnings in subsidiaries where no deferred tax has been recognized, the majority of which can be recovered in an untaxable manner. If future events, including material changes in estimates of cash, working capital and long-term investment requirements necessitate that these earnings be distributed, a provision for income and foreign withholding taxes, net of credits, may be necessary.

Uncertain Tax Positions

At December 31, 2024, the amount of unrecognized tax benefits associated with uncertain tax positions, determined in accordance with ASC Subtopic 740-10, excluding interest and penalties, was $80 million. Reconciliations of the beginning and ending balances of the liability for unrecognized tax benefits is as follows:

 

 

 

2024

 

 

2023

 

 

2022

 

Balance at beginning of year

 

$

51

 

 

$

47

 

 

$

43

 

Increases related to tax positions in prior years

 

 

4

 

 

 

13

 

 

 

16

 

Decreases related to tax positions in prior years

 

 

(2

)

 

 

(9

)

 

 

(2

)

Increases related to tax positions in current year

 

 

30

 

 

 

3

 

 

 

—

 

Decreases related to settlements

 

 

—

 

 

 

—

 

 

 

(1

)

Decreases related to lapse in statute of limitations

 

 

(2

)

 

 

(4

)

 

 

(6

)

Cumulative translation adjustment and other adjustments

 

 

(1

)

 

 

1

 

 

 

(3

)

Balance at end of year

 

$

80

 

 

$

51

 

 

$

47

 

 

The liability for unrecognized tax benefits for each of the years ended December 31, 2024, 2023 and 2022 can be reduced by $3 million using offsetting deferred tax benefits associated with timing differences, foreign tax credits and the federal tax benefit of state income taxes. If these offsetting deferred tax benefits were recognized, there would be a favorable impact on our effective tax rate. There are no material balances that would result in adjustments to other tax accounts.

Interest and penalties related to unrecognized tax benefits are included as a component of income tax expense. At December 31, 2024, and 2023, we had cumulative accrued interest of $8 million and $6 million, respectively. Accrued penalties were immaterial in 2024 and 2023.

Tax expense allocated to continuing operations for both the years ended December 31, 2024 and 2023 includes $2 million and $1 million, respectively, of interest expense.

The Company believes that the outcomes which are reasonably possible within the next 12 months may result in a reduction in the liability for unrecognized tax benefits in the range of $2 million to $4 million, excluding interest and penalties.

The Company and its subsidiaries file income tax returns in various tax jurisdictions in which it operates.

We have ongoing state income tax examinations in certain states for tax years ranging from December 31, 2015 to December 31, 2021. The statute of limitations in certain states remains open back to the tax period ended December 31, 2015.

99

 

All U.K. tax returns have been filed timely and are in the normal process of being reviewed by His Majesty’s Revenue & Customs. The Company is not currently subject to any material examinations in other jurisdictions. A summary of the tax years that remain open to tax examination in our major tax jurisdictions is as follows:

 

Open Tax Years

(fiscal year ending in)

U.S. — federal

2018 and forward

U.S. — various states

2015 and forward

U.K.

2014 and forward

Ireland

2020 and forward

France

2017 and forward

Germany

2008 and forward

Canada - federal

2017 and forward

 

Note 8 — Fixed Assets

The following table reflects changes in the net carrying amount of the components of fixed assets for the years ended December 31, 2024 and 2023:

 

 

 

Furniture,
equipment and
software

 

 

Leasehold
improvements

 

 

Land and
buildings

 

 

Total

 

Cost: at January 1, 2023

 

$

1,452

 

 

$

452

 

 

$

83

 

 

$

1,987

 

Additions

 

 

219

 

 

 

32

 

 

 

—

 

 

 

251

 

Disposals (i)

 

 

(182

)

 

 

(34

)

 

 

—

 

 

 

(216

)

Foreign exchange

 

 

38

 

 

 

9

 

 

 

2

 

 

 

49

 

Cost: at December 31, 2023

 

 

1,527

 

 

 

459

 

 

 

85

 

 

 

2,071

 

Additions

 

 

215

 

 

 

28

 

 

 

—

 

 

 

243

 

Disposals (i)

 

 

(221

)

 

 

(66

)

 

 

—

 

 

 

(287

)

Foreign exchange

 

 

(29

)

 

 

(10

)

 

 

(1

)

 

 

(40

)

Cost: at December 31, 2024

 

$

1,492

 

 

$

411

 

 

$

84

 

 

$

1,987

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Depreciation: at January 1, 2023

 

$

(933

)

 

$

(272

)

 

$

(64

)

 

$

(1,269

)

Depreciation expense

 

 

(202

)

 

 

(37

)

 

 

(3

)

 

 

(242

)

Disposals

 

 

164

 

 

 

25

 

 

 

—

 

 

 

189

 

Foreign exchange

 

 

(23

)

 

 

(5

)

 

 

(1

)

 

 

(29

)

Depreciation: at December 31, 2023

 

 

(994

)

 

 

(289

)

 

 

(68

)

 

 

(1,351

)

Depreciation expense

 

 

(188

)

 

 

(39

)

 

 

(3

)

 

 

(230

)

Disposals

 

 

179

 

 

 

51

 

 

 

—

 

 

 

230

 

Foreign exchange

 

 

19

 

 

 

6

 

 

 

—

 

 

 

25

 

Depreciation: at December 31, 2024

 

$

(984

)

 

$

(271

)

 

$

(71

)

 

$

(1,326

)

 

 

 

 

 

 

 

 

 

 

 

 

 

Net book value:

 

 

 

 

 

 

 

 

 

 

 

 

At December 31, 2023

 

$

533

 

 

$

170

 

 

$

17

 

 

$

720

 

 

 

 

 

 

 

 

 

 

 

 

 

 

At December 31, 2024

 

$

508

 

 

$

140

 

 

$

13

 

 

$

661

 

 

(i)
For 2024 and 2023, includes $12 million and $17 million, respectively, of furniture, equipment and software costs and $8 million and $4 million, respectively, of leasehold improvements costs which have been written off as part of technology modernization and real estate rationalization, respectively, under the Transformation program (see Note 6 – Restructuring Costs).

 

Included within land and buildings are the following assets held under finance leases:

 

 

 

December 31,

 

 

 

2024

 

 

2023

 

Finance leases

 

$

26

 

 

$

26

 

Accumulated depreciation

 

 

(25

)

 

 

(23

)

 

 

$

1

 

 

$

3

 

 

100

 

Note 9 — Goodwill and Other Intangible Assets

Goodwill

The components of goodwill are outlined below for the years ended December 31, 2024 and 2023.

 

 

 

HWC

 

 

R&B

 

 

Total

 

Balance at December 31, 2022

 

 

 

 

 

 

 

 

 

Goodwill, gross

 

$

7,870

 

 

$

2,795

 

 

$

10,665

 

Accumulated impairment losses

 

 

(130

)

 

 

(362

)

 

 

(492

)

Goodwill, net - December 31, 2022

 

 

7,740

 

 

 

2,433

 

 

 

10,173

 

Goodwill disposals

 

 

(21

)

 

 

—

 

 

 

(21

)

Foreign exchange

 

 

17

 

 

 

26

 

 

 

43

 

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

 

Goodwill disposals (i)

 

 

(311

)

 

 

—

 

 

 

(311

)

Impairment

 

 

(1,042

)

 

 

—

 

 

 

(1,042

)

Foreign exchange

 

 

(18

)

 

 

(46

)

 

 

(64

)

Balance at December 31, 2024

 

 

 

 

 

 

 

 

 

Goodwill, gross

 

 

7,276

 

 

 

2,796

 

 

 

10,072

 

Accumulated impairment losses

 

 

(911

)

 

 

(362

)

 

 

(1,273

)

Goodwill, net - December 31, 2024

 

$

6,365

 

 

$

2,434

 

 

$

8,799

 

 

(i)
The goodwill associated with the TRANZACT sale was reduced by $261 million resulting from a relative fair value allocation of the impairment of goodwill on the BDA reporting unit. Therefore the accumulated impairment losses at December 31, 2024 have been reduced by this amount.

Other Intangible Assets

The following table reflects changes in the net carrying amounts of the components of finite-lived intangible assets for the years ended December 31, 2024 and 2023:

 

 

Client relationships

 

 

Software

 

 

Trademark and trade name

 

 

Other

 

 

Total

 

Balance at December 31, 2022:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Intangible assets, gross

$

3,760

 

 

$

725

 

 

$

1,038

 

 

$

98

 

 

$

5,621

 

Accumulated amortization

 

(2,282

)

 

 

(712

)

 

 

(298

)

 

 

(56

)

 

 

(3,348

)

Intangible assets, net - December 31, 2022

 

1,478

 

 

 

13

 

 

 

740

 

 

 

42

 

 

 

2,273

 

Intangible assets acquired

 

7

 

 

 

—

 

 

 

—

 

 

 

—

 

 

 

7

 

Intangible asset disposals

 

—

 

 

 

—

 

 

 

—

 

 

 

(13

)

 

 

(13

)

Amortization

 

(204

)

 

 

(10

)

 

 

(43

)

 

 

(6

)

 

 

(263

)

Foreign exchange

 

12

 

 

 

—

 

 

 

—

 

 

 

—

 

 

 

12

 

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

 

22

 

 

 

—

 

 

 

—

 

 

 

—

 

 

 

22

 

Intangible asset disposals

 

(484

)

 

 

—

 

 

 

—

 

 

 

(17

)

 

 

(501

)

Amortization

 

(177

)

 

 

(2

)

 

 

(43

)

 

 

(4

)

 

 

(226

)

Foreign exchange

 

(16

)

 

 

2

 

 

 

—

 

 

 

(2

)

 

 

(16

)

Balance at December 31, 2024:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Intangible assets, gross

 

3,135

 

 

 

730

 

 

 

1,036

 

 

 

29

 

 

 

4,930

 

Accumulated amortization

 

(2,497

)

 

 

(727

)

 

 

(382

)

 

 

(29

)

 

 

(3,635

)

Intangible assets, net - December 31, 2024

$

638

 

 

$

3

 

 

$

654

 

 

$

—

 

 

$

1,295

 

 

The weighted-average remaining life of amortizable intangible assets at December 31, 2024 was 11.3 years.

101

 

The table below reflects the future estimated amortization expense for amortizable intangible assets for the next five years and thereafter:

 

Years ended December 31,

 

 

Amortization

 

2025

 

 

$

184

 

2026

 

 

 

165

 

2027

 

 

 

149

 

2028

 

 

 

133

 

2029

 

 

 

112

 

Thereafter

 

 

 

552

 

Total

 

 

$

1,295

 

 

Note 10 — 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 2 — Basis of Presentation, Significant Accounting Policies and Recent Accounting Pronouncements, Note 12 — Fair Value Measurements and Note 18 — 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 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 December 31, 2024 and December 31, 2023 had total notional amounts of $176 million and $119 million, respectively, with a net fair value liability of $2 million and a net fair value asset of $2 million, respectively.

At December 31, 2024, the Company estimates, based on current exchange rates, there will be less than $1 million of net derivative losses on forward exchange rates reclassified from accumulated other comprehensive loss into earnings within the next twelve months as the forecast transactions affect earnings. At December 31, 2024, our longest outstanding maturity was 1.7 years.

The effects of the material derivative instruments that are designated as hedging instruments on the consolidated statements of comprehensive income for the years ended December 31, 2024, 2023 and 2022 are below. Amounts pertaining to the ineffective portion of hedging instruments and those excluded from effectiveness testing were immaterial for the years ended December 31, 2024, 2023 and 2022.

 

 

 

(Loss)/gain recognized in OCL (effective element)

 

 

 

2024

 

 

2023

 

 

2022

 

Foreign exchange contracts

 

$

(2

)

 

$

3

 

 

$

(8

)

 

Location of (loss)/gain reclassified from Accumulated OCL into income
(effective element)

 

(Loss)/gain reclassified from Accumulated OCL into income (effective element)

 

 

 

2024

 

 

2023

 

 

2022

 

Revenue

 

$

(1

)

 

$

1

 

 

$

2

 

Salaries and benefits

 

 

2

 

 

 

(2

)

 

 

(4

)

 

 

$

1

 

 

$

(1

)

 

$

(2

)

 

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

102

 

The effects of derivatives that have not been designated as hedging instruments on the consolidated statements of comprehensive income for the years ended December 31, 2024, 2023 and 2022 are as follows (see Note 17 — Other (Loss)/Income, Net for the net foreign currency impact on the Company’s consolidated statements of comprehensive income which includes the results of the offset of underlying exposures):

 

 

 

Location of (loss)/gain

 

(Loss)/gain recognized in income

 

Derivatives not designated as hedging instruments:

 

recognized in income

 

2024

 

 

2023

 

 

2022

 

Foreign exchange contracts

 

Other (loss)/income, net

 

$

(16

)

 

$

11

 

 

$

(147

)

 

Note 11 — Debt

Current debt consists of the following:

 

 

 

December 31,

 

 

 

2024

 

 

2023

 

3.600% senior notes due 2024

 

$

—

 

 

$

650

 

 

 

$

—

 

 

$

650

 

 

Long-term debt consists of the following:

 

 

 

December 31,

 

 

 

2024

 

 

2023

 

Revolving $1.5 billion credit facility

 

$

—

 

 

$

—

 

4.400% senior notes due 2026

 

 

549

 

 

 

548

 

4.650% senior notes due 2027

 

 

746

 

 

 

745

 

4.500% senior notes due 2028

 

 

598

 

 

 

598

 

2.950% senior notes due 2029

 

 

725

 

 

 

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

 

 

543

 

 

 

542

 

5.900% senior notes due 2054

 

 

738

 

 

 

—

 

 

 

$

5,309

 

 

$

4,567

 

Guarantees

The following table presents a summary of the entities that issued each note or entered into the revolving credit facility and those wholly-owned and consolidated subsidiaries of the Company that guarantee each respective note and the revolving credit facility on a joint and several basis as of December 31, 2024. On December 16, 2024, TA I Limited, Willis Towers Watson UK Holdings Limited and Willis Netherlands Holdings B.V. ceased to be guarantors of our notes, following the transfer of their respective properties and assets to other existing guarantors. Further, Willis Towers Watson UK Holdings Limited was released from its guarantees under our revolving credit facility. TA I Limited and Willis Netherlands Holdings B.V. will be released from their guarantees under our revolving credit facility in 2025.

Entity

 

Revolving credit facility

 

4.400% due 2026
6.125% due 2043

 

4.650% due 2027
4.500% due 2028
 2.950% due 2029
5.350% due 2033
5.050% due 2048
3.875% due 2049
5.900% due 2054

Willis Towers Watson plc

 

Guarantor

 

Guarantor

 

Guarantor

Trinity Acquisition plc

 

Issuer

 

Issuer

 

Guarantor

Willis North America Inc.

 

Guarantor

 

Guarantor

 

Issuer

Willis Netherlands Holdings B.V.

 

Guarantor

 

—

 

—

Willis Investment UK Holdings Limited

 

Guarantor

 

Guarantor

 

Guarantor

TA I Limited

 

Guarantor

 

—

 

—

Willis Group Limited

 

Guarantor

 

Guarantor

 

Guarantor

Willis Towers Watson Sub Holdings Unlimited Company

 

Guarantor

 

Guarantor

 

Guarantor

 

103

 

Revolving Credit Facility

$1.5 billion revolving credit facility

On October 6, 2021, Trinity Acquisition plc entered into a second amended and restated revolving credit facility (the ‘new RCF’) for $1.5 billion that will mature on October 6, 2026.

On June 29, 2023, Trinity Acquisition plc amended its revolving credit facility to replace the use of London Interbank Offered Rate (‘LIBOR’) with the Secured Overnight Financing Rate (‘SOFR’) in connection with its base-rate borrowings. This amendment was done in connection with the cessation of LIBOR and all other terms remain the same. Borrowing costs under the $1.5 billion facility differ if the borrowing is a ‘base rate’ borrowing or a ‘Eurocurrency’ borrowing, both as defined by the current RCF, and equal the sum of the relevant benchmark plus a margin based on the Company’s senior unsecured long-term debt rating:

•
For base rate borrowings, the benchmark rate will be the greatest of (a) the Prime Rate in effect on such day, (b) the Federal Funds Effective Rate in effect on such day plus 0.50%, and (c) the one-month Term SOFR rate plus 1.0%. The margin on the base rate benchmark is 0.00% to 0.75% depending on the Company’s senior unsecured long-term debt rating.
•
For Term Benchmark or Sterling Overnight Interbank Average Rate (‘SONIA’) borrowings, the rate will be the applicable Term SOFR rate or SONIA (as applicable based on the currency of the borrower) plus the Applicable SOFR Adjustment of 0.10% plus a margin of 1.0% to 1.75% depending on the Company’s guaranteed unsecured long-term debt rating.

The current RCF also carries a commitment fee, applicable to the unused portion, of 0.09% to 0.25%, which is also based on the Company’s senior unsecured long-term debt rating.

Senior Notes

5.900% senior notes due 2054

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 used the remaining net proceeds for general corporate purposes.

5.350% senior notes due 2033

On May 17, 2023, the Company, together with its wholly-owned subsidiary, Willis North America Inc. as issuer, completed an offering of $750 million aggregate principal amount of 5.350% senior notes due 2033 (‘2033 senior notes’). The effective interest rate of the 2033 senior notes is 5.47%, which includes the impact of the discount upon issuance. The 2033 senior notes will mature on May 15, 2033. Interest on the 2033 senior notes accrues from May 17, 2023 and will be paid in cash on May 15 and November 15 of each year, commencing on November 15, 2023. The net proceeds from this offering, after deducting the underwriting discount and offering expenses, were $741 million, of which $256 million was used to fully repay the $250 million aggregate principal amount and related accrued interest of the 4.625% senior notes at maturity during the third quarter of 2023. The Company used the remaining net proceeds for general corporate purposes.

4.650% senior notes due 2027

On May 19, 2022, the Company, together with its wholly-owned subsidiary, Willis North America Inc. as issuer, completed an offering of $750 million aggregate principal amount of 4.650% senior notes due 2027 (‘2027 senior notes’). The effective interest rate of the 2027 senior notes is 4.79%, which includes the impact of the discount upon issuance. The 2027 senior notes will mature on June 15, 2027. Interest on the 2027 senior notes accrues from May 19, 2022 and will be paid in cash on June 15 and December 15 of each year, commencing on December 15, 2022. The net proceeds from this offering, after deducting the underwriting discount and estimated offering expenses, were approximately $744 million and were used to fully repay the €540 million ($582 million on the date of repayment) aggregate principal amount of the 2.125% Senior Notes due 2022 and related accrued interest, and for general corporate purposes.

104

 

2.950% senior notes due 2029 and 3.875% senior notes due 2049

On September 10, 2019, the Company, together with its wholly-owned subsidiary, Willis North America Inc., as issuer, completed an offering of $450 million aggregate principal amount of 2.950% senior notes due 2029 (the ‘initial 2029 senior notes’) and $550 million aggregate principal amount of 3.875% senior notes due 2049 (‘2049 senior notes’; collectively, the ‘2019 senior notes offering’). On May 29, 2020, the Company, together with its wholly-owned subsidiary, Willis North America Inc., as issuer, completed an offering of an additional $275 million aggregate principal amount of 2.950% senior notes due 2029 (the ‘additional 2029 senior notes’). The additional 2029 senior notes will be treated as a single class with, and otherwise identical to, the initial 2029 senior notes other than with respect to the date of issuance, the issue price and the amounts paid to holders for each class of note on the first interest payment date. The effective interest rates of the initial 2029 senior notes and 2049 senior notes are 2.971% and 3.898%, respectively, which include the impact of the discount upon issuance. The effective interest rate of the additional 2029 senior notes is 2.697%, which includes the impact of the premium upon issuance. Both 2029 senior notes offerings will mature on September 15, 2029, and the 2049 senior notes will mature on September 15, 2049. Interest on the 2019 senior notes offering has accrued from September 10, 2019 and is paid in cash on March 15 and September 15 of each year. Interest on the additional 2029 senior notes has accrued from March 15, 2020 and is paid in cash on March 15 and September 15 of each year. The net proceeds from these offerings, after deducting underwriter discounts and commissions and estimated offering expenses, were approximately $988 million, and were used to prepay a portion of the amount outstanding under the Company’s previously-held one-year term loan commitment and to repay borrowings under a revolving credit facility previously held by the Company.

4.500% senior notes due 2028 and 5.050% senior notes due 2048

On September 10, 2018, the Company, together with its wholly-owned subsidiary, Willis North America Inc. as issuer, completed an offering of $600 million of 4.500% senior notes due 2028 (‘2028 senior notes’) and $400 million of 5.050% senior notes due 2048 (‘2048 senior notes’). The effective interest rates of the 2028 senior notes and 2048 senior notes are 4.504% and 5.073%, respectively, which include the impact of the discount upon issuance. The 2028 senior notes will mature on September 15, 2028 and the 2048 senior notes will mature on September 15, 2048. Interest has accrued on both the 2028 senior notes and 2048 senior notes from September 10, 2018 and is paid in cash on March 15 and September 15 of each year. The net proceeds from this offering, after deducting underwriter discounts and commissions and estimated offering expenses, were $989 million and were used to prepay in full $127 million outstanding under the Company’s term loan due December 2019 and to repay a portion of the amount outstanding under the Company’s RCF.

4.400% senior notes due 2026

On March 22, 2016, Trinity Acquisition plc issued $550 million of 4.400% senior notes due 2026 (‘2026 senior notes’). The effective interest rate on the 2026 senior notes is 4.572%, which includes the impact of the discount upon issuance. The 2026 senior notes will mature on March 15, 2026. Interest on the 2026 senior notes has accrued from March 22, 2016 and is paid in cash on March 15 and September 15 of each year. The net proceeds from this offering were used primarily to repay a revolving credit facility previously held by the Company.

4.625% senior notes due 2023 (repaid in August 2023) and 6.125% senior notes due 2043

On August 15, 2013, Trinity Acquisition plc issued $250 million of 4.625% senior notes due 2023 (‘2023 senior notes’) and $275 million of 6.125% senior notes due 2043 (‘2043 senior notes’). The effective interest rate of the 2023 senior notes was 4.696% and the effective interest rate of the 2043 senior notes is 6.154%, which includes the impact of the discount upon issuance. The proceeds were used to repurchase other previously-issued senior notes. The 2023 senior notes matured on August 15, 2023; the 2043 senior notes will mature on August 15, 2043. In August 2023, the Company repaid in full the principal and related accrued interest associated with the 2023 senior notes using, in part, the proceeds from the issuance of the 2033 senior notes discussed above.

Additional Information Regarding Fully Repaid Senior Notes

3.600% senior notes due 2024

On May 16, 2017, Willis North America Inc. issued $650 million of 3.600% senior notes due 2024 (‘2024 senior notes’). The effective interest rate of the 2024 senior notes was 3.614%, which included the impact of the discount upon issuance. The 2024 senior notes matured on May 15, 2024, and interest had accrued on the 2024 senior notes from May 16, 2017 and was paid in cash on May 15 and November 15 of each year. The net proceeds from this offering, after deducting underwriter discounts and commissions and estimated offering expenses, were $644 million and were used to pay down amounts outstanding under the RCF and for general corporate purposes. In May 2024, the 2024 senior notes were repaid in full using the net proceeds from the 2054 senior notes offering discussed above.

105

 

2.125% senior notes due 2022

On May 26, 2016, Trinity Acquisition plc issued €540 million ($609 million) of 2.125% senior notes due 2022 (‘2022 senior notes’). The effective interest rate of these senior notes was 2.154%, which included the impact of the discount upon issuance. The 2022 senior notes matured on May 26, 2022. Interest had accrued on the notes from May 26, 2016 and was paid in cash on May 26 of each year. The net proceeds from this offering, after deducting underwriter discounts and commissions and estimated offering expenses, were €535 million ($600 million). We used the net proceeds of this offering to repay a portion of the previous 1-year term loan facility, which matured in 2016, and related accrued interest. In May 2022, the 2022 senior notes were repaid in full using the net proceeds from the 2027 senior notes offering discussed above.

Covenants

The terms of our current financings also include certain limitations. For example, the agreements relating to the debt arrangements and credit facilities generally contain numerous operating and financial covenants, including requirements to maintain minimum ratios of consolidated EBITDA to consolidated cash interest expense and maximum levels of consolidated funded indebtedness in relation to consolidated EBITDA, in each case subject to certain adjustments. The operating restrictions and financial covenants in our current credit facilities do, and any future financing agreements may, limit our ability to finance future operations or capital needs or to engage in other business activities. At December 31, 2024 and 2023, we were in compliance with all financial covenants.

Debt Maturity

The following table summarizes the maturity of our debt and interest on senior notes and excludes any reduction for debt issuance costs:

 

 

 

2025

 

 

2026

 

 

2027

 

 

2028

 

 

2029

 

 

Thereafter

 

 

Total

 

Senior notes

 

$

—

 

 

$

550

 

 

$

750

 

 

$

600

 

 

$

725

 

 

$

2,725

 

 

$

5,350

 

Interest on senior notes

 

 

250

 

 

 

231

 

 

 

207

 

 

 

183

 

 

 

158

 

 

 

2,232

 

 

 

3,261

 

Revolving $1.5 billion credit facility

 

 

—

 

 

 

—

 

 

 

—

 

 

 

—

 

 

 

—

 

 

 

—

 

 

 

—

 

Total

 

$

250

 

 

$

781

 

 

$

957

 

 

$

783

 

 

$

883

 

 

$

4,957

 

 

$

8,611

 

 

Interest Expense

The following table shows an analysis of the interest expense for the years ended December 31, 2024, 2023 and 2022:

 

 

 

Years ended December 31,

 

 

 

2024

 

 

2023

 

 

2022

 

Senior notes

 

$

256

 

 

$

227

 

 

$

196

 

Revolving credit facility

 

 

3

 

 

 

3

 

 

 

3

 

Other (i)

 

 

4

 

 

 

5

 

 

 

9

 

Total interest expense

 

$

263

 

 

$

235

 

 

$

208

 

 

(i)
Other primarily includes interest expense on finance leases and accretion on deferred and contingent consideration.

106

 

Note 12 — 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, exchange-traded funds and certificates of deposit 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 December 31, 2024 and December 31, 2023:

 

 

 

 

 

Fair Value Measurements on a Recurring Basis at
December 31, 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

 

$

108

 

 

$

—

 

 

$

—

 

 

$

108

 

 

 

Fiduciary assets

 

 

337

 

 

 

—

 

 

 

—

 

 

 

337

 

Commingled funds (i) (ii)

 

Other non-current assets

 

 

—

 

 

 

—

 

 

 

—

 

 

 

18

 

Hedge funds (i) (iii)

 

Other non-current assets

 

 

—

 

 

 

—

 

 

 

—

 

 

 

17

 

Derivatives:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Derivative financial instruments (iv)

 

Prepaid and other current assets and
Other non-current assets

 

$

—

 

 

$

1

 

 

$

—

 

 

$

1

 

Liabilities:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Contingent consideration:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Contingent consideration (v) (vi)

 

Other current liabilities and
Other non-current liabilities

 

$

—

 

 

$

—

 

 

$

39

 

 

$

39

 

Derivatives:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Derivative financial instruments (iv)

 

Other current liabilities and
Other non-current liabilities

 

$

—

 

 

$

6

 

 

$

—

 

 

$

6

 

 

107

 

 

 

 

 

 

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 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 10 — 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 13.43% and 13.28% at December 31, 2024 and December 31, 2023, respectively. The range of these discount rates was 11.00% - 13.80% at December 31, 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)

 

December 31, 2024

 

Balance at December 31, 2023

 

$

31

 

Obligations assumed

 

 

3

 

Payments

 

 

(8

)

Realized and unrealized losses (i)

 

 

14

 

Foreign exchange

 

 

(1

)

Balance at December 31, 2024

 

$

39

 

 

(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 consolidated statements of comprehensive income.

 

There were no significant transfers to or from Level 3 during the years ended December 31, 2024 and 2023.

Non-recurring Fair Value Measurement

The Company has assets that may be required to be recorded at fair value on a non-recurring basis. These assets are evaluated when certain triggering events occur (including the planned disposal of a business or a decrease in estimated future cash flows) that indicate their carrying amounts may not be recoverable. During the year ended December 31, 2024, the Company recorded goodwill impairment charges of $1.0 billion on its BDA reporting unit in connection with the sale of TRANZACT (see Note 3 — Acquisitions and Divestitures). The fair value of the reporting unit was determined in part using discounted future cash flows, which is a Level 3 valuation technique.

108

 

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 December 31, 2024 and 2023:

 

 

 

December 31, 2024

 

 

December 31, 2023

 

 

 

Carrying
Value

 

 

Fair
Value

 

 

Carrying
Value

 

 

Fair
Value

 

Assets:

 

 

 

 

 

 

 

 

 

 

 

 

Note receivable

 

$

74

 

 

$

70

 

 

$

74

 

 

$

70

 

Liabilities:

 

 

 

 

 

 

 

 

 

 

 

 

Current debt

 

$

—

 

 

$

—

 

 

$

650

 

 

$

645

 

Long-term debt

 

$

5,309

 

 

$

5,052

 

 

$

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 13 — 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 presented herein.

As part of these obligations, in the U.S., the U.K. and Canada, we have non-qualified plans that provide for the additional pension benefits that would be covered under the qualified plan in the respective country were it not for statutory maximums. The non-qualified plans are unfunded.

The significant plans within each grouping are described below:

United States

Legacy Willis – This plan was frozen in 2009. Approximately 550 WTW employees in the United States have a frozen accrued benefit under this plan.

WTW Plan – Substantially all U.S. employees are eligible to participate in this plan. Benefits are provided under a stable value pension plan design. The original stable value design came into effect on January 1, 2012. Plan participants prior to July 1, 2017 earn benefits without having to make employee contributions, and all newly-eligible employees after that date were required to contribute 2% of pay on an after-tax basis to participate in the plan. Effective January 1, 2024, stable value benefits are earned under the same contributory formula for all eligible colleagues. To participate, plan participants are required to contribute 2% of eligible earnings (base salary only) on an after-tax basis.

United Kingdom

Legacy Willis – This plan covers approximately 400 WTW employees in the U.K. The plan is now closed to new entrants. New employees in the U.K. are offered the opportunity to join a defined contribution plan.

Legacy Towers Watson – Benefit accruals earned under the Legacy Watson Wyatt defined benefit plan (predominantly pension benefits) ceased on February 28, 2015, although benefits earned prior to January 1, 2008 retain a link to salary until the employee leaves the Company. Benefit accruals earned under the legacy Towers Perrin defined benefit plan (predominantly lump sum benefits) were frozen on March 31, 2008. All participants now accrue defined contribution benefits.

Other

Canada (WTW) – Participants accrue qualified benefits based on a career-average benefit formula. Benefits earned prior to January 1, 2012 retain a link to final average earnings until the participant leaves the Company. Additionally, participants can choose to make voluntary contributions to purchase enhancements to their pension. Non-qualified benefit accruals ceased on January 1, 2025.

109

 

France (legacy broking business) – The mandatory retirement indemnity plan is a termination benefit which provides lump sum benefits at retirement. There is no vesting before the retirement date, and the benefit formula is determined through the collective bargaining agreement and the labor code. All employees with permanent employment contracts are eligible.

Germany – The defined benefit plans are closed to new entrants and include certain legacy employee populations hired before 2011. These benefits are primarily account-based, with some long-service participants continuing to accrue benefits according to grandfathered final-average-pay formulas.

Ireland (Legacy Willis) – Benefit accruals ceased effective from December 31, 2019; however accrued benefits for active employees are indexed to salary increases (to a maximum annual salary of €150,000) until the member leaves the Company. A future service retirement provision is being provided on a defined contribution basis.

Ireland (Legacy Towers Watson) – Benefit accruals ceased effective from May 1, 2015; however accrued benefits for active employees are indexed to salary increases (to a maximum annual salary of €160,000) until the member leaves the Company. A future service retirement provision is being provided on a defined contribution basis.

Switzerland (WTW) – The defined benefit plans require all employees with local employment contracts to participate. The Company provides benefits in excess of the mandatory minimum required under Swiss occupational pension law. Participants continue to accrue benefits until retirement or upon leaving the Company.

Amounts Recognized in our Consolidated Financial Statements

The following schedules provide information concerning the defined benefit pension plans as of and for the years ended December 31, 2024 and 2023:

 

 

 

2024

2023

 

 

 

U.S.

 

 

U.K.

 

 

Other

 

 

U.S.

 

 

U.K.

 

 

Other

 

Change in Benefit Obligation

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Benefit obligation, beginning of year

 

$

4,098

 

 

$

2,558

 

 

$

762

 

 

$

3,871

 

 

$

2,435

 

 

$

655

 

Service cost

 

 

42

 

 

 

6

 

 

 

16

 

 

 

56

 

 

 

6

 

 

 

14

 

Interest cost

 

 

196

 

 

 

115

 

 

 

27

 

 

 

195

 

 

 

120

 

 

 

28

 

Employee contributions

 

 

26

 

 

 

—

 

 

 

1

 

 

 

17

 

 

 

—

 

 

 

1

 

Actuarial (gains)/losses

 

 

(194

)

 

 

(280

)

 

 

(7

)

 

 

201

 

 

 

(32

)

 

 

72

 

Settlements

 

 

(118

)

 

 

(11

)

 

 

(1

)

 

 

(11

)

 

 

—

 

 

 

(2

)

Benefits paid

 

 

(238

)

 

 

(110

)

 

 

(33

)

 

 

(230

)

 

 

(116

)

 

 

(35

)

Other

 

 

—

 

 

 

—

 

 

 

2

 

 

 

(1

)

 

 

—

 

 

 

3

 

Foreign currency changes

 

 

—

 

 

 

(42

)

 

 

(55

)

 

 

—

 

 

 

145

 

 

 

26

 

Benefit obligation, end of year

 

$

3,812

 

 

$

2,236

 

 

$

712

 

 

$

4,098

 

 

$

2,558

 

 

$

762

 

Change in Plan Assets

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Fair value of plan assets, beginning of
    year

 

$

3,803

 

 

$

3,069

 

 

$

673

 

 

$

3,823

 

 

$

2,999

 

 

$

580

 

Actual return on plan assets

 

 

(48

)

 

 

(250

)

 

 

67

 

 

 

173

 

 

 

(3

)

 

 

67

 

Employer contributions

 

 

16

 

 

 

3

 

 

 

22

 

 

 

31

 

 

 

13

 

 

 

36

 

Employee contributions

 

 

26

 

 

 

—

 

 

 

1

 

 

 

17

 

 

 

—

 

 

 

1

 

Settlements

 

 

(118

)

 

 

(11

)

 

 

(1

)

 

 

(11

)

 

 

—

 

 

 

(2

)

Benefits paid

 

 

(238

)

 

 

(110

)

 

 

(33

)

 

 

(230

)

 

 

(116

)

 

 

(35

)

Other

 

 

—

 

 

 

—

 

 

 

2

 

 

 

—

 

 

 

—

 

 

 

3

 

Foreign currency changes

 

 

—

 

 

 

(49

)

 

 

(52

)

 

 

—

 

 

 

176

 

 

 

23

 

Fair value of plan assets, end of year

 

$

3,441

 

 

$

2,652

 

 

$

679

 

 

$

3,803

 

 

$

3,069

 

 

$

673

 

Funded status at end of year

 

$

(371

)

 

$

416

 

 

$

(33

)

 

$

(295

)

 

$

511

 

 

$

(89

)

Accumulated Benefit Obligation

 

$

3,812

 

 

$

2,236

 

 

$

688

 

 

$

4,098

 

 

$

2,558

 

 

$

733

 

Components on the Consolidated
   Balance Sheet

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Pension benefits assets

 

$

—

 

 

$

420

 

 

$

91

 

 

$

—

 

 

$

516

 

 

$

52

 

Current liability for pension benefits

 

$

(22

)

 

$

—

 

 

$

(5

)

 

$

(24

)

 

$

(1

)

 

$

(5

)

Non-current liability for pension
   benefits

 

$

(349

)

 

$

(4

)

 

$

(119

)

 

$

(271

)

 

$

(4

)

 

$

(136

)

 

 

$

(371

)

 

$

416

 

 

$

(33

)

 

$

(295

)

 

$

511

 

 

$

(89

)

For the year ended December 31, 2024, bond yields increased, driving increases in the discount rates and decreasing the benefit obligation for all plans. The U.K. and Other plans also had favorable effects from foreign exchange.

For the year ended December 31, 2023, bond yields decreased, driving decreases in the discount rates and increasing the benefit obligation for all plans although certain U.K. plans benefited from favorable changes in demographic assumptions and plan experience. The U.K. and Other plans also had unfavorable effects from foreign exchange, and the U.S. plan had a change in mortality assumptions, all of which increased their respective benefit obligations.

110

 

Amounts recognized in accumulated other comprehensive loss as of December 31, 2024 and 2023 consist of:

 

 

 

2024

2023

 

 

 

U.S.

 

 

U.K.

 

 

Other

 

 

U.S.

 

 

U.K.

 

 

Other

 

Net actuarial loss

 

$

1,013

 

 

$

1,715

 

 

$

45

 

 

$

915

 

 

$

1,674

 

 

$

82

 

Net prior service loss

 

 

—

 

 

 

31

 

 

 

7

 

 

 

—

 

 

 

19

 

 

 

8

 

Accumulated other comprehensive loss

 

$

1,013

 

 

$

1,746

 

 

$

52

 

 

$

915

 

 

$

1,693

 

 

$

90

 

The following table presents the projected benefit obligation and fair value of plan assets for our plans that have a projected benefit obligation in excess of plan assets as of December 31, 2024 and 2023:

 

 

 

2024

 

 

2023

 

 

 

U.S.

 

 

U.K.

 

 

Other

 

 

U.S.

 

 

U.K.

 

 

Other

 

Projected benefit obligation at end of year

 

$

3,812

 

 

$

4

 

 

$

303

 

 

$

4,098

 

 

$

5

 

 

$

324

 

Fair value of plan assets at end of year

 

$

3,441

 

 

$

—

 

 

$

179

 

 

$

3,803

 

 

$

—

 

 

$

182

 

The following table presents the projected benefit obligation, accumulated benefit obligation and fair value of plan assets for our plans that have an accumulated benefit obligation in excess of plan assets as of December 31, 2024 and 2023.

 

 

 

2024

 

 

2023

 

 

 

U.S.

 

 

U.K.

 

 

Other

 

 

U.S.

 

 

U.K.

 

 

Other

 

Projected benefit obligation at end of year

 

$

3,812

 

 

$

4

 

 

$

303

 

 

$

4,098

 

 

$

5

 

 

$

324

 

Accumulated benefit obligation at end of year

 

$

3,812

 

 

$

4

 

 

$

289

 

 

$

4,098

 

 

$

5

 

 

$

309

 

Fair value of plan assets at end of year

 

$

3,441

 

 

$

—

 

 

$

179

 

 

$

3,803

 

 

$

—

 

 

$

182

 

The components of the net periodic benefit income and other amounts recognized in other comprehensive (income)/loss for the years ended December 31, 2024, 2023 and 2022 for the defined benefit pension plans are as follows:

 

 

 

2024

2023

2022

 

 

 

U.S.

 

 

U.K.

 

 

Other

 

 

U.S.

 

 

U.K.

 

 

Other

 

 

U.S.

 

 

U.K.

 

 

Other

 

Components of net periodic
   benefit (income)/cost:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Service cost

 

$

42

 

 

$

6

 

 

$

16

 

 

$

56

 

 

$

6

 

 

$

14

 

 

$

77

 

 

$

12

 

 

$

22

 

Interest cost

 

 

196

 

 

 

115

 

 

 

27

 

 

 

195

 

 

 

120

 

 

 

28

 

 

 

119

 

 

 

70

 

 

 

15

 

Expected return on plan
   assets

 

 

(302

)

 

 

(159

)

 

 

(42

)

 

 

(304

)

 

 

(162

)

 

 

(38

)

 

 

(331

)

 

 

(144

)

 

 

(38

)

Amortization of unrecognized
   prior service (credit)/cost

 

 

—

 

 

 

(13

)

 

 

1

 

 

 

—

 

 

 

(12

)

 

 

1

 

 

 

—

 

 

 

(12

)

 

 

1

 

Amortization of unrecognized
   actuarial loss

 

 

36

 

 

 

55

 

 

 

1

 

 

 

13

 

 

 

48

 

 

 

—

 

 

 

14

 

 

 

29

 

 

 

3

 

Settlement

 

 

23

 

 

 

—

 

 

 

—

 

 

 

1

 

 

 

—

 

 

 

(1

)

 

 

4

 

 

 

1

 

 

 

(1

)

Net periodic benefit (income)/cost

 

$

(5

)

 

$

4

 

 

$

3

 

 

$

(39

)

 

$

—

 

 

$

4

 

 

$

(117

)

 

$

(44

)

 

$

2

 

Other changes in plan assets
    and benefit obligations
    recognized in other
    comprehensive (income)/loss:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Net actuarial loss/(gain)

 

$

156

 

 

$

129

 

 

$

(32

)

 

$

332

 

 

$

133

 

 

$

43

 

 

$

(161

)

 

$

332

 

 

$

(59

)

Amortization of unrecognized
   actuarial loss

 

 

(36

)

 

 

(55

)

 

 

(1

)

 

 

(13

)

 

 

(48

)

 

 

—

 

 

 

(14

)

 

 

(29

)

 

 

(3

)

Amortization of unrecognized
    prior service credit/(cost)

 

 

—

 

 

 

13

 

 

 

(1

)

 

 

—

 

 

 

12

 

 

 

(1

)

 

 

—

 

 

 

12

 

 

 

(1

)

Settlement

 

 

(23

)

 

 

—

 

 

 

—

 

 

 

(1

)

 

 

—

 

 

 

1

 

 

 

(4

)

 

 

(1

)

 

 

1

 

Total recognized in other
   comprehensive loss/(income)

 

 

97

 

 

 

87

 

 

 

(34

)

 

 

318

 

 

 

97

 

 

 

43

 

 

 

(179

)

 

 

314

 

 

 

(62

)

Total recognized in net periodic
    benefit (income)/cost and other
    comprehensive loss/(income)

 

$

92

 

 

$

91

 

 

$

(31

)

 

$

279

 

 

$

97

 

 

$

47

 

 

$

(296

)

 

$

270

 

 

$

(60

)

Assumptions Used in the Valuations of the Defined Benefit Pension Plans

The determination of the Company’s obligations and annual expense under the plans is based on a number of assumptions that, given the longevity of the plans, are long-term in focus. A change in one or a combination of these assumptions could have a material impact on our projected benefit obligation. However, certain of these changes, such as changes in the discount rate and actuarial assumptions, are not recognized immediately in net income, but are instead recorded in other comprehensive income. The accumulated gains and losses not yet recognized in net income are amortized into net income as a component of the net periodic benefit cost/(income) generally based on the average working life expectancy or remaining life expectancy, where appropriate, of each of the plan’s active

111

 

participants to the extent that the net gains or losses as of the beginning of the year exceed 10% of the greater of the market-related value of plan assets or the projected benefit obligation.

The Company considers several factors prior to the start of each fiscal year when determining the appropriate annual assumptions, including economic forecasts, relevant benchmarks, historical trends, portfolio composition and peer company comparisons. These assumptions, used to determine our pension liabilities and pension expense, are reviewed annually by senior management and changed when appropriate. A discount rate will be changed annually if underlying rates have moved, whereas an expected long-term return on assets will be changed less frequently as longer-term trends in asset returns emerge or long-term target asset allocations are revised. To calculate the discount rate, we use the granular approach to determining service and interest costs. The expected rate of return assumptions for all plans are supported by an analysis of the weighted-average yield expected to be achieved based upon the anticipated makeup of the plans’ investments. Other material assumptions include rates of participant mortality, and the expected long-term rate of compensation and pension increases.

The following assumptions were used in the valuations of WTW’s defined benefit pension plans. The assumptions presented in each column represent the weighted-average of rates for all plans included in the U.S., U.K., and Other groups. The assumptions used to determine net periodic benefit cost for the fiscal years ended December 31, 2024, 2023 and 2022 were as follows:

 

 

 

Years ended December 31,

 

 

2024

2023

2022

 

 

U.S.

 

U.K.

 

Other

 

U.S.

 

U.K.

 

Other

 

U.S.

 

U.K.

 

Other

Discount rate - PBO

 

5.1%

 

4.7%

 

3.8%

 

5.4%

 

5.0%

 

4.3%

 

2.8%

 

1.9%

 

2.0%

Discount rate - service cost

 

5.2%

 

4.8%

 

3.7%

 

5.5%

 

5.0%

 

4.3%

 

3.0%

 

1.9%

 

2.4%

Discount rate - interest cost on PBO

 

5.0%

 

4.6%

 

3.8%

 

5.2%

 

4.9%

 

4.3%

 

2.4%

 

1.8%

 

1.8%

Expected long-term rate of return on
   assets

 

8.2%

 

5.3%

 

6.5%

 

8.2%

 

5.3%

 

6.5%

 

7.2%

 

3.0%

 

5.4%

Rate of increase in compensation levels

 

4.3%

 

3.3%

 

2.4%

 

4.3%

 

3.4%

 

2.4%

 

4.3%

 

3.4%

 

2.3%

The following tables present the assumptions used in the valuation to determine the projected benefit obligation for the fiscal years ended December 31, 2024 and 2023:

 

 

 

December 31, 2024

December 31, 2023

 

 

U.S.

 

U.K.

 

Other

 

U.S.

 

U.K.

 

Other

Discount rate

 

5.6%

 

5.6%

 

3.8%

 

5.1%

 

4.7%

 

3.8%

Rate of increase in compensation levels

 

4.0%

 

3.4%

 

2.3%

 

4.3%

 

3.3%

 

2.4%

The expected return on plan assets was determined on the basis of the weighted-average of the expected future returns of the various asset classes, using the target allocations shown below. The Company’s pension plan asset target allocations as of December 31, 2024 were as follows (note the French plan is unfunded):

 

 

 

U.S.

 

U.K.

 

Switzerland

 

Canada

 

Germany

 

Ireland

Asset Category

 

WTW

 

Willis

 

Willis

 

Towers
Watson

 

WTW

 

WTW

 

WTW

 

Willis

 

Towers
Watson

Equity securities

 

23%

 

30%

 

—%

 

2%

 

53%

 

40%

 

27%

 

30%

 

40%

Debt securities

 

28%

 

33%

 

85%

 

18%

 

12%

 

50%

 

63%

 

28%

 

30%

Real estate

 

16%

 

11%

 

15%

 

1%

 

24%

 

5%

 

8%

 

3%

 

—%

Other

 

33%

 

26%

 

—%

 

79%

 

11%

 

5%

 

2%

 

39%

 

30%

Total

 

100%

 

100%

 

100%

 

100%

 

100%

 

100%

 

100%

 

100%

 

100%

Our investment strategy is designed to generate returns that will reduce the interest rate risk inherent in each of the plan’s benefit obligations and enable the plans to meet their future obligations. The precise amount for which these obligations will be settled depends on future events, including the life expectancy of the plan participants and salary inflation. The obligations are estimated using actuarial assumptions based on the current economic environment.

Each pension plan seeks to achieve total returns sufficient to meet expected future obligations when considered in conjunction with expected future contributions and prudent levels of investment risk and diversification. Each plan’s targeted asset allocation is generally determined through a plan-specific asset-liability modeling study. These comprehensive studies provide an evaluation of the projected status of asset and benefit obligation measures for each plan under a range of both positive and negative factors. The studies include a number of different asset mixes, spanning a range of diversification and potential equity exposures.

In evaluating the strategic asset allocation choices, an emphasis is placed on the long-term characteristics of each individual asset class, such as expected return, volatility of returns and correlations with other asset classes within the portfolios. Consideration is also

112

 

given to the proper long-term level of risk for each plan, the impact of the volatility and magnitude of plan contributions and costs, and the impact that certain actuarial techniques may have on the plan’s recognition of investment experience.

We monitor investment performance and portfolio characteristics on a quarterly basis to ensure that managers are meeting expectations with respect to their investment approach. There are also various restrictions and controls placed on managers, including prohibition from investing in our stock.

Fair Value of Plan Assets

The fair value hierarchy has three levels based on the reliability of the inputs used to determine fair value:

•
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 fair values of our U.S. plan assets by asset category at December 31, 2024 and 2023 are as follows:

 

 

 

December 31, 2024

 

 

December 31, 2023

 

 

 

Level 1

 

 

Level 2

 

 

Level 3

 

 

Total

 

 

Level 1

 

 

Level 2

 

 

Level 3

 

 

Total

 

Asset category:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Cash

 

$

18

 

 

$

—

 

 

$

—

 

 

$

18

 

 

$

29

 

 

$

—

 

 

$

—

 

 

$

29

 

Short-term securities

 

 

—

 

 

 

215

 

 

 

—

 

 

 

215

 

 

 

—

 

 

 

85

 

 

 

—

 

 

 

85

 

Pooled/commingled funds

 

 

—

 

 

 

—

 

 

 

—

 

 

 

2,215

 

 

 

—

 

 

 

—

 

 

 

—

 

 

 

2,146

 

Private equity

 

 

—

 

 

 

—

 

 

 

—

 

 

 

676

 

 

 

—

 

 

 

—

 

 

 

—

 

 

 

665

 

Hedge funds

 

 

—

 

 

 

—

 

 

 

—

 

 

 

316

 

 

 

—

 

 

 

—

 

 

 

—

 

 

 

878

 

Total assets

 

$

18

 

 

$

215

 

 

$

—

 

 

$

3,440

 

 

$

29

 

 

$

85

 

 

$

—

 

 

$

3,803

 

 

The fair values of our U.K. plan assets by asset category at December 31, 2024 and 2023 are as follows:

 

 

 

December 31, 2024

 

 

December 31, 2023

 

 

 

Level 1

 

 

Level 2

 

 

Level 3

 

 

Total

 

 

Level 1

 

 

Level 2

 

 

Level 3

 

 

Total

 

Asset category:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Cash

 

$

156

 

 

$

—

 

 

$

—

 

 

$

156

 

 

$

204

 

 

$

—

 

 

$

—

 

 

$

204

 

Government bonds

 

 

1,145

 

 

 

—

 

 

 

—

 

 

 

1,145

 

 

 

1,305

 

 

 

—

 

 

 

—

 

 

 

1,305

 

Corporate bonds

 

 

—

 

 

 

263

 

 

 

—

 

 

 

263

 

 

 

—

 

 

 

282

 

 

 

—

 

 

 

282

 

Other fixed income

 

 

—

 

 

 

311

 

 

 

—

 

 

 

311

 

 

 

—

 

 

 

377

 

 

 

—

 

 

 

377

 

Pooled/commingled funds

 

 

—

 

 

 

—

 

 

 

—

 

 

 

968

 

 

 

—

 

 

 

—

 

 

 

—

 

 

 

1,065

 

Private equity

 

 

—

 

 

 

—

 

 

 

—

 

 

 

18

 

 

 

—

 

 

 

—

 

 

 

—

 

 

 

14

 

Derivatives

 

 

—

 

 

 

161

 

 

 

—

 

 

 

161

 

 

 

—

 

 

 

254

 

 

 

—

 

 

 

254

 

Real estate

 

 

—

 

 

 

—

 

 

 

—

 

 

 

50

 

 

 

—

 

 

 

—

 

 

 

—

 

 

 

112

 

Insurance contracts

 

 

—

 

 

 

—

 

 

 

34

 

 

 

34

 

 

 

—

 

 

 

—

 

 

 

45

 

 

 

45

 

Total assets

 

$

1,301

 

 

$

735

 

 

$

34

 

 

$

3,106

 

 

$

1,509

 

 

$

913

 

 

$

45

 

 

$

3,658

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Liability category:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Repurchase agreements

 

 

—

 

 

 

398

 

 

 

—

 

 

 

398

 

 

 

—

 

 

 

496

 

 

 

—

 

 

 

496

 

Derivatives

 

 

—

 

 

 

56

 

 

 

—

 

 

 

56

 

 

 

—

 

 

 

93

 

 

 

—

 

 

 

93

 

Net assets

 

$

1,301

 

 

$

281

 

 

$

34

 

 

$

2,652

 

 

$

1,509

 

 

$

324

 

 

$

45

 

 

$

3,069

 

 

113

 

The fair values of our Other plan assets by asset category at December 31, 2024 and 2023 are as follows:

 

 

 

December 31, 2024

 

 

December 31, 2023

 

 

 

Level 1

 

 

Level 2

 

 

Level 3

 

 

Total

 

 

Level 1

 

 

Level 2

 

 

Level 3

 

 

Total

 

Asset category:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Cash

 

$

1

 

 

$

—

 

 

$

—

 

 

$

1

 

 

$

2

 

 

$

—

 

 

$

—

 

 

$

2

 

Pooled/commingled funds

 

 

—

 

 

 

—

 

 

 

—

 

 

 

569

 

 

 

—

 

 

 

—

 

 

 

—

 

 

 

583

 

Private equity

 

 

—

 

 

 

—

 

 

 

—

 

 

 

18

 

 

 

—

 

 

 

—

 

 

 

—

 

 

 

—

 

Hedge funds

 

 

—

 

 

 

—

 

 

 

—

 

 

 

25

 

 

 

—

 

 

 

—

 

 

 

—

 

 

 

36

 

Real estate

 

 

—

 

 

 

—

 

 

 

—

 

 

 

11

 

 

 

—

 

 

 

—

 

 

 

—

 

 

 

—

 

Insurance contracts

 

 

—

 

 

 

—

 

 

 

5

 

 

 

5

 

 

 

—

 

 

 

—

 

 

 

5

 

 

 

5

 

Investment in multiple-
   employer pension plan

 

 

—

 

 

 

—

 

 

 

50

 

 

 

50

 

 

 

—

 

 

 

—

 

 

 

47

 

 

 

47

 

Total assets

 

$

1

 

 

$

—

 

 

$

55

 

 

$

679

 

 

$

2

 

 

$

—

 

 

$

52

 

 

$

673

 

We evaluate the need to transfer between levels based upon the nature of the financial instrument and size of the transfer relative to the total net assets of the plans. There were no significant transfers between Levels 1, 2 or 3 in the fiscal years ended December 31, 2024 and 2023.

In accordance with ASC Subtopic 820-10, Fair Value Measurement and Disclosures, certain investments that are measured at fair value using the net asset value per share practical expedient have not been classified in the fair value hierarchy. The fair value amounts presented in these tables are intended to permit reconciliation of the fair value hierarchy to the total fair value of plan assets.

Following is a description of the valuation methodologies used for investments at fair value:

Short-term securities: Valued at the net value of shares held by the Company at year end as reported by the sponsor of the funds.

Government bonds: Valued at the closing price reported in the active market in which the bond is traded.

Corporate bonds: Valued using pricing models maximizing the use of observable inputs for similar securities. This includes basing values on yields currently available on comparable securities of issuers with similar credit ratings.

Other fixed income: Foreign and municipal bonds are valued using pricing models maximizing the use of observable inputs for similar securities.

Pooled / commingled funds: Valued at the net value of shares held by the Company at year end as reported by the manager of the funds. These funds are not exchange-traded and are not reported by level in the tables above.

Derivative investments: Valued at the closing level of the relevant index or security and interest accrual through the valuation date.

Private equity funds, real estate funds, hedge funds: 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 private equity fund’s investment manager or third-party administrator.

Insurance contracts: The fair values are determined using model-based techniques that include option-pricing models, discounted cash flow models and similar techniques.

Investment in multiple-employer pension plan: The Company sponsors a pension plan for its Swiss employees in which assets of the plan are invested in a collective fund with multiple employers through a Swiss insurance company. WTW does not have rights to, nor does it have investment authority over, the individual assets of the plan. The fair value of the plan assets is estimated based on information provided by the collective fund.

Repurchase agreements: Valued at the repurchase obligation which includes an interest rate linked to the underlying fixed interest government bond portfolio. These agreements are short-term in nature (less than one year) and were entered into for the purpose of purchasing additional government bonds.

114

 

The following table reconciles the net plan investments to the total fair value of the plan assets:

 

 

 

December 31,

 

 

 

2024

 

 

2023

 

Net assets held in investments

 

$

6,771

 

 

$

7,545

 

Receivable for interest income and other

 

 

1

 

 

 

—

 

Fair value of plan assets

 

$

6,772

 

 

$

7,545

 

Level 3 investments

As a result of the inherent limitations related to the valuations of the Level 3 investments, due to the unobservable inputs of the underlying funds, the estimated fair values may differ significantly from the values that would have been used had a market for those investments existed.

The following table sets forth a summary of changes in the fair value of the plans’ Level 3 assets for the fiscal year ended December 31, 2024:

 

 

 

Level 3
Roll Forward

 

Beginning balance at December 31, 2023

 

$

97

 

Purchases

 

 

1

 

Unrealized loss

 

 

(5

)

Foreign exchange

 

 

(4

)

Ending balance at December 31, 2024

 

$

89

 

Contributions and Benefit Payments

Funding is based on actuarially-determined contributions and is limited to amounts that are currently deductible for tax purposes. Since funding calculations are based on different measurements than those used for accounting purposes, pension contributions are not equal to net periodic pension costs.

The following table sets forth our projected pension contributions to our qualified plans for fiscal year 2025, as well as the pension contributions to our qualified plans in fiscal years 2024 and 2023:

 

 

 

2025
(Projected)

 

 

2024
(Actual)

 

 

2023
(Actual)

 

U.S.

 

$

—

 

 

$

—

 

 

$

—

 

U.K.

 

$

2

 

 

$

2

 

 

$

12

 

Other

 

$

6

 

 

$

13

 

 

$

24

 

Expected benefit payments from our defined benefit pension plans to current plan participants, including the effects of their expected future service, as appropriate, are as follows:

 

 

 

Benefit Payments

 

Fiscal Year

 

U.S.

 

 

U.K.

 

 

Other

 

 

Total

 

2025

 

$

274

 

 

$

115

 

 

$

32

 

 

$

421

 

2026

 

 

280

 

 

 

123

 

 

 

30

 

 

 

433

 

2027

 

 

287

 

 

 

129

 

 

 

31

 

 

 

447

 

2028

 

 

290

 

 

 

129

 

 

 

33

 

 

 

452

 

2029

 

 

296

 

 

 

136

 

 

 

34

 

 

 

466

 

Years 2030 – 2034

 

 

1,498

 

 

 

732

 

 

 

198

 

 

 

2,428

 

 

 

$

2,925

 

 

$

1,364

 

 

$

358

 

 

$

4,647

 

Defined Contribution Plans

We have defined contribution plans covering eligible employees in many countries. The most significant plans are in the U.S. and U.K. and are described here.

We have a U.S. defined contribution plan covering all eligible employees of WTW. The plan allowed participants to make pre-tax and Roth after-tax contributions, and the Company provided a 100% match on the first 1% of employee contributions and a 50% match on the next 5% of employee contributions. Effective January 2024, the Company provides to non-BDA participants a non-elective

115

 

company contribution of 3.5% of eligible earnings, regardless of the contributions they make to the plan. Participants employed in BDA business entities will continue under the prior formula. Employees vest in the Company match upon two years of service. All investment assets of the plan are held in a trust account administered by independent trustees.

Our U.K. pension plans provide for a defined contribution component as part of a master trust. We make contributions to the plan, a portion of which represents matching contributions made by the participants up to a maximum rate.

We had defined contribution plan expense for the years ended December 31, 2024, 2023 and 2022 amounting to $169 million, $158 million and $148 million, respectively.

Note 14 — Leases

The following tables present amounts recorded on our consolidated balance sheets at December 31, 2024 and 2023, classified as either operating or finance leases. Operating leases are presented separately on our consolidated balance sheets. For the finance leases, the ROU assets are included in fixed assets, net, and the liabilities are classified within Other current liabilities and Other non-current liabilities.

 

 

December 31, 2024

 

 

December 31, 2023

 

 

 

Operating Leases

 

 

Finance Leases

 

 

Total
Leases

 

 

Operating Leases

 

 

Finance Leases

 

 

Total
Leases

 

Right-of-use assets

 

$

485

 

 

$

1

 

 

$

486

 

 

$

565

 

 

$

3

 

 

$

568

 

Current lease liabilities

 

 

118

 

 

 

5

 

 

 

123

 

 

 

125

 

 

 

5

 

 

 

130

 

Long-term lease liabilities

 

 

502

 

 

 

2

 

 

 

504

 

 

 

592

 

 

 

7

 

 

 

599

 

The following tables present amounts recorded on our consolidated statements of comprehensive income for the years ended December 31, 2024, 2023 and 2022:

 

 

Years ended December 31,

 

 

 

2024

 

 

2023

 

 

2022

 

Finance lease cost:

 

 

 

 

 

 

 

 

 

Amortization of right-of-use assets

 

$

2

 

 

$

1

 

 

$

2

 

Interest on lease liabilities

 

 

1

 

 

 

2

 

 

 

2

 

Operating lease cost

 

 

144

 

 

 

146

 

 

 

175

 

Short-term lease cost

 

 

—

 

 

 

1

 

 

 

—

 

Variable lease cost

 

 

56

 

 

 

64

 

 

 

71

 

Sublease income

 

 

(21

)

 

 

(13

)

 

 

(15

)

Total lease cost, net

 

$

182

 

 

$

201

 

 

$

235

 

The total lease cost is recognized in different locations in our 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 $41 million, $38 million and $57 million incurred during the years ended December 31, 2024, 2023 and 2022, respectively, that were included in restructuring costs (see Note 6 — Restructuring Costs) that primarily related to the acceleration of amortization or impairment of certain abandoned ROU assets and the payment of early termination fees. There are no significant lease costs that have been included as discontinued operations in the consolidated statements of comprehensive income during the year ended December 31, 2022.

Cash paid for amounts included in the measurement of lease liabilities for the years ended December 31, 2024, 2023 and 2022, as well as its location in the consolidated statements of cash flows, is as follows:

 

 

Years ended December 31,

 

 

 

2024

 

 

2023

 

 

2022

 

Cash flows from operating activities:

 

 

 

 

 

 

 

 

 

Operating leases

 

$

152

 

 

$

155

 

 

$

173

 

Finance leases

 

 

1

 

 

 

2

 

 

 

2

 

Cash flows used in financing activities:

 

 

 

 

 

 

 

 

 

Finance leases

 

 

5

 

 

 

4

 

 

 

4

 

Total lease payments

 

$

158

 

 

$

161

 

 

$

179

 

Non-cash additions to our operating lease ROU assets, net of modifications, were $66 million, $85 million and $65 million during the years ended December 31, 2024, 2023 and 2022, respectively.

116

 

Our operating and finance leases have the following weighted-average terms and discount rates as of December 31, 2024 and 2023:

 

 

December 31, 2024

 

 

December 31, 2023

 

 

 

Operating
 Leases

 

 

Finance
 Leases

 

 

Operating
 Leases

 

 

Finance
 Leases

 

Weighted-average term (in years)

 

 

6.1

 

 

 

1.3

 

 

 

6.6

 

 

 

2.1

 

Weighted-average discount rate

 

 

3.9

%

 

 

12.9

%

 

 

3.7

%

 

 

12.7

%

The maturity of our lease liabilities on an undiscounted basis, including a reconciliation to the total lease liabilities reported on the consolidated balance sheet as of December 31, 2024, is as follows:

 

 

Operating Leases

 

 

Finance Leases

 

 

Total Leases

 

2025

 

$

140

 

 

$

6

 

 

$

146

 

2026

 

 

123

 

 

 

2

 

 

 

125

 

2027

 

 

102

 

 

 

—

 

 

 

102

 

2028

 

 

95

 

 

 

—

 

 

 

95

 

2029

 

 

84

 

 

 

—

 

 

 

84

 

Thereafter

 

 

154

 

 

 

—

 

 

 

154

 

Total future lease payments

 

 

698

 

 

 

8

 

 

 

706

 

Interest

 

 

(78

)

 

 

(1

)

 

 

(79

)

Total lease liabilities

 

$

620

 

 

$

7

 

 

$

627

 

 

Note 15 — Commitments and Contingencies

 

Guarantees

Guarantees issued by certain of WTW’s subsidiaries with respect to the senior notes and credit facilities are discussed in Note 11 — Debt.

Certain of WTW’s subsidiaries in the U.S. and the U.K. have given the landlords of some leased properties occupied by the Company guarantees with respect to the repayment of the lease obligations. The operating lease obligations subject to such guarantees amounted to $301 million and $350 million at December 31, 2024 and 2023, respectively. There were no finance lease obligations subject to such guarantees at December 31, 2024 and 2023.

Acquisition Liabilities

In addition to the contingent consideration that may be payable related to our acquisitions (see Note 12 — Fair Value Measurements), we have deferred consideration of $2 million at December 31, 2024, which is payable until 2026. The Company had deferred consideration of $3 million at December 31, 2023.

Other Contractual Obligations

For certain subsidiaries and associates, the Company has the right to purchase shares (a call option) from co-shareholders at various dates in the future. In addition, the co-shareholders of certain subsidiaries and associates have the right to sell their shares (a put option) to the Company at various dates in the future. Generally, the exercise prices of such put options and call options are formula-based (using revenue and earnings) and are designed to reflect fair value. Based on current projections of profitability and exchange rates, and assuming the put options are exercised, the potential amount payable from these put options is not expected to exceed $4 million.

Additionally, the Company has capital commitments with Trident V Parallel Fund, LP, an investment fund managed by Stone Point Capital, Dowling Capital Partners I, LP., and PruVen Capital Partners Fund II, LP. At December 31, 2024, the Company is obligated to make capital contributions of $26 million, collectively, to these funds.

Indemnification Agreements

WTW has various agreements with third parties pursuant to which 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 sale of the TRANZACT business. 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, the limited history of prior indemnification claims, and the unique facts of each particular agreement and each indemnification provision therein (even where such indemnification provisions are subject to a maximum liability limit). However, as of December 31, 2024, we have not incurred a material loss with respect to the indemnification of such third parties. In addition, as of December 31, 2024, we do not believe that any potential liability that may arise from such indemnity obligations is probable or will be material.

117

 

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 16 — Supplementary Information for Certain Balance Sheet Accounts for the amounts accrued at December 31, 2024 and 2023 in the 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 16 — 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:

 

 

December 31,
2024

 

 

December 31,
2023

 

Prepayments and accrued income

 

$

123

 

 

$

123

 

Deferred contract costs

 

 

85

 

 

 

76

 

Derivatives and investments

 

 

1

 

 

 

4

 

Deferred compensation plan assets

 

 

18

 

 

 

16

 

Corporate income and other taxes

 

 

106

 

 

 

87

 

Earnout receivable (i)

 

 

750

 

 

 

—

 

Short-term note receivable

 

 

74

 

 

 

—

 

Acquired renewal commissions receivable

 

 

—

 

 

 

5

 

Other current assets

 

 

60

 

 

 

53

 

Total prepaid and other current assets

 

$

1,217

 

 

$

364

 

 

(i)
See Note 3 — Acquisitions and Divestitures for more information.

118

 

Other non-current assets consist of the following:

 

 

December 31,
2024

 

 

December 31,
2023

 

Prepayments and accrued income

 

$

17

 

 

$

9

 

Deferred contract costs

 

 

155

 

 

 

142

 

Deferred compensation plan assets

 

 

111

 

 

 

89

 

Deferred tax assets

 

 

238

 

 

 

86

 

Accounts receivable, net

 

 

18

 

 

 

19

 

Acquired renewal commissions receivable

 

 

—

 

 

 

23

 

Long-term note receivable

 

 

—

 

 

 

74

 

Investment in associates

 

 

84

 

 

 

9

 

Other investments

 

 

73

 

 

 

79

 

Insurance recovery receivables

 

 

76

 

 

 

85

 

Non-current contract assets

 

 

—

 

 

 

909

 

Other non-current assets

 

 

34

 

 

 

49

 

Total other non-current assets

 

$

806

 

 

$

1,573

 

 

Deferred revenue and accrued expenses consist of the following:

 

 

December 31,
 2024

 

 

December 31,
 2023

 

Accounts payable, accrued liabilities and deferred revenue

 

$

1,053

 

 

$

1,073

 

Accrued discretionary and incentive compensation

 

 

835

 

 

 

795

 

Accrued vacation

 

 

154

 

 

 

150

 

Accrued 401(k) contributions

 

 

63

 

 

 

4

 

Other employee-related liabilities

 

 

106

 

 

 

82

 

Total deferred revenue and accrued expenses

 

$

2,211

 

 

$

2,104

 

 

Other current liabilities consist of the following:

 

 

December 31,
2024

 

 

December 31,
2023

 

Dividends payable

 

$

107

 

 

$

103

 

Income taxes payable

 

 

105

 

 

 

50

 

Interest payable

 

 

61

 

 

 

50

 

Deferred compensation plan liabilities

 

 

17

 

 

 

16

 

Contingent and deferred consideration on acquisitions

 

 

33

 

 

 

7

 

Accrued retirement benefits

 

 

28

 

 

 

31

 

Payroll and other benefits-related liabilities

 

 

166

 

 

 

166

 

Other taxes payable

 

 

98

 

 

 

78

 

Derivatives

 

 

5

 

 

 

1

 

Third-party commissions

 

 

97

 

 

 

106

 

Other current liabilities

 

 

48

 

 

 

70

 

Total other current liabilities

 

$

765

 

 

$

678

 

 

Provision for liabilities consists of the following:

 

 

December 31,
2024

 

 

December 31,
2023

 

Claims, lawsuits and other proceedings

 

$

284

 

 

$

306

 

Other provisions

 

 

57

 

 

 

59

 

Total provision for liabilities

 

$

341

 

 

$

365

 

 

119

 

Other non-current liabilities consist of the following:

 

 

December 31,
2024

 

 

December 31,
2023

 

Deferred and long-term compensation plan liabilities

 

$

98

 

 

$

97

 

Contingent and deferred consideration on acquisitions

 

 

8

 

 

 

27

 

Liabilities for uncertain tax positions

 

 

75

 

 

 

42

 

Finance leases

 

 

2

 

 

 

7

 

Other non-current liabilities

 

 

71

 

 

 

65

 

Total other non-current liabilities

 

$

254

 

 

$

238

 

 

Note 17 — Other (Loss)/Income, Net

Other (loss)/income, net consists of the following:

 

 

Years ended December 31,

 

 

 

2024

 

 

2023

 

 

2022

 

(Loss)/gain on disposal of operations (i)

 

$

(337

)

 

$

43

 

 

$

7

 

Net periodic pension and postretirement benefit credits

 

 

64

 

 

 

109

 

 

 

272

 

Interest in earnings of associates and other investments

 

 

2

 

 

 

3

 

 

 

4

 

Foreign exchange gain/(loss) (ii)

 

 

9

 

 

 

(11

)

 

 

—

 

Other

 

 

2

 

 

 

5

 

 

 

5

 

Other (loss)/income, net

 

$

(260

)

 

$

149

 

 

$

288

 

 

(i)
For the year ended December 31, 2022, includes a $24 million non-cash revaluation gain related to an acquisition completed in stages.
(ii)
Includes the offsetting effects of the Company's foreign currency hedging program. See Note 10 — Derivative Financial Instruments.

Note 18 — Accumulated Other Comprehensive Loss

The components of other comprehensive (loss)/income are as follows:

 

 

December 31, 2024

 

 

December 31, 2023

 

 

December 31, 2022

 

 

 

Before
tax
amount

 

 

Tax

 

 

Net of
tax
amount

 

 

Before
tax
amount

 

 

Tax

 

 

Net of
tax
amount

 

 

Before
tax
amount

 

 

Tax

 

 

Net of
tax
amount

 

Other comprehensive (loss)/income:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Foreign currency translation

 

$

(204

)

 

$

—

 

 

$

(204

)

 

$

173

 

 

$

—

 

 

$

173

 

 

$

(499

)

 

$

—

 

 

$

(499

)

Defined pension and post-retirement benefits

 

 

(128

)

 

 

34

 

 

 

(94

)

 

 

(546

)

 

 

138

 

 

 

(408

)

 

 

87

 

 

 

(22

)

 

 

65

 

Derivative instruments

 

 

(4

)

 

 

—

 

 

 

(4

)

 

 

3

 

 

 

(1

)

 

 

2

 

 

 

(6

)

 

 

4

 

 

 

(2

)

Other comprehensive (loss)/income

 

 

(336

)

 

 

34

 

 

 

(302

)

 

 

(370

)

 

 

137

 

 

 

(233

)

 

 

(418

)

 

 

(18

)

 

 

(436

)

Less: Other comprehensive (income)/loss
    attributable to non-controlling interests

 

 

—

 

 

 

—

 

 

 

—

 

 

 

(2

)

 

 

—

 

 

 

(2

)

 

 

1

 

 

 

—

 

 

 

1

 

Other comprehensive (loss)/income attributable
   to WTW

 

$

(336

)

 

$

34

 

 

$

(302

)

 

$

(372

)

 

$

137

 

 

$

(235

)

 

$

(417

)

 

$

(18

)

 

$

(435

)

 

120

 

Changes in accumulated other comprehensive loss, net of non-controlling interests and net of tax are provided in the following table. This table excludes 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 (ii)

 

 

Total

 

Balance, January 1, 2022

 

$

(489

)

 

$

11

 

 

$

(1,708

)

 

$

(2,186

)

Other comprehensive (loss)/income before reclassifications

 

 

(498

)

 

 

(3

)

 

 

41

 

 

 

(460

)

Loss reclassified from accumulated other
   comprehensive loss (net of income tax benefit of $9)

 

 

—

 

 

 

1

 

 

 

24

 

 

 

25

 

Net other comprehensive (loss)/income

 

 

(498

)

 

 

(2

)

 

 

65

 

 

 

(435

)

Balance, December 31, 2022

 

$

(987

)

 

$

9

 

 

$

(1,643

)

 

$

(2,621

)

Other comprehensive income/(loss) before reclassifications

 

 

171

 

 

 

2

 

 

 

(444

)

 

 

(271

)

Loss reclassified from accumulated other
   comprehensive loss (net of income tax benefit of $11)

 

 

—

 

 

 

—

 

 

 

36

 

 

 

36

 

Net other comprehensive income/(loss)

 

 

171

 

 

 

2

 

 

 

(408

)

 

 

(235

)

Balance, December 31, 2023

 

$

(816

)

 

$

11

 

 

$

(2,051

)

 

$

(2,856

)

Other comprehensive loss before reclassifications

 

 

(204

)

 

 

(2

)

 

 

(150

)

 

 

(356

)

(Gain)/loss reclassified from accumulated other
   comprehensive loss (net of income tax benefit of $18)

 

 

—

 

 

 

(2

)

 

 

56

 

 

 

54

 

Net other comprehensive loss

 

 

(204

)

 

 

(4

)

 

 

(94

)

 

 

(302

)

Balance, December 31, 2024

 

$

(1,020

)

 

$

7

 

 

$

(2,145

)

 

$

(3,158

)

 

(i)
Reclassification adjustments from accumulated other comprehensive loss related to derivative instruments are included in Revenue and Salaries and benefits in the accompanying consolidated statements of comprehensive income. See Note 10 — Derivative Financial Instruments for additional details regarding the reclassification adjustments for the derivative settlements.
(ii)
Reclassification adjustments from accumulated other comprehensive loss are included in the computation of net periodic pension cost (see Note 13 — Retirement Benefits). These components are included in Other (loss)/income, net in the accompanying consolidated statements of comprehensive income.

Note 19 — Share-based Compensation

Plan Summaries

On December 31, 2024, the Company had a number of open share-based compensation plans, which provide for the granting of time-based and performance-based options, time-based and performance-based restricted stock units, and various other share-based grants to employees. All of the Company’s share-based compensation plans under which any options, restricted stock units (‘RSUs’) or other share-based grants are outstanding as of December 31, 2024 are described below.

Approximately 493,000 RSUs vested during 2024. Of these, 261,000 were not issued due to net settlements, cash settlements, and retirement eligibility provisions associated with future issuances. In addition, 83,000 RSUs were issued in 2024 that vested in prior years, and 98,000 shares were issued related to non-qualified retirement plans or the ESPP. In total, approximately 413,000 shares were issued under employee stock compensation plans and non-qualified retirement plans during the year ended December 31, 2024. See below for further detail on the RSUs vested in 2024.

The compensation cost that has been recognized for these plans for the years ended December 31, 2024, 2023 and 2022 was $121 million, $125 million and $99 million, respectively. Of these amounts, $13 million, $31 million and $27 million were recognized within transaction and transformation on the consolidated statements of comprehensive income for the years ended December 31, 2024, 2023 and 2022, respectively. The total income tax benefits recognized in the consolidated statements of comprehensive income for share-based compensation arrangements for the years ended December 31, 2024, 2023 and 2022 were $20 million, $21 million and $18 million, respectively.

2012 Equity Incentive Plan

This plan, established on April 25, 2012 and amended and restated on June 10, 2016, provides for the granting of incentive stock options, time-based or performance-based non-statutory stock options, share appreciation rights, restricted shares, time-based or performance-based RSUs, performance-based awards and other share-based grants or any combination thereof to employees, officers, non-employee directors and consultants of the Company (‘2012 Plan’). The board of directors also adopted a sub-plan under the 2012 Plan to provide an employee sharesave scheme in the U.K.

121

 

There were 3,911,221 shares remaining available for grant under this plan as of December 31, 2024. The 2012 Plan shall continue in effect until terminated by the board of directors, except that no incentive stock option may be granted under the 2012 Plan after April 21, 2026 or after its expiration. That termination will not affect the validity of any grants outstanding at that date.

Options

 

There were no options granted during the years ended December 31, 2024, 2023 and 2022.

Award Activity

Classification of options as time-based or performance-based is dependent on the original terms of the award.

During the year ended December 31, 2023, the remaining 15,000 time-based stock options were exercised with a weighted-average exercise price of $117.36, and had an immaterial intrinsic value, leaving no options outstanding at December 31, 2023. The total intrinsic values of time-based options exercised during the year ended December 31, 2022 was $1 million.

All remaining performance-based options outstanding were exercised during 2022. The total intrinsic values of performance-based options exercised during the year ended December 31, 2022 was $9 million.

Cash received from option exercises under all share-based payment arrangements for the year ended December 31, 2023 was immaterial, and for the year ended December 31, 2022 was $7 million. The actual tax benefit recognized for the tax deductions from option exercises of the share-based payment arrangements totaled $6 million and $11 million for the years ended December 31, 2023 and 2022, respectively.

Equity-settled RSUs

Valuation Assumptions

The grant date fair value of each time-based RSU is equal to the grant date stock price. Performance-based RSUs granted during the years ended December 31, 2023 and 2022 contain only non-market-based performance targets, and the grant date fair value of these awards are equal to the grant date stock prices. Because performance-based RSUs granted during the year ended December 31, 2024 contain market-based performance targets, the fair value is estimated on the grant date using a Monte-Carlo simulation that uses the assumptions noted in the following table. Expected volatility is based on the historical volatility of the companies’ shares. A historical correlation coefficient was calculated based on daily share price changes between WTW and the constituents in the peer group. The risk-free interest rate is based on the U.S. Treasury yield curve in effect at the time of the grant. Since the award payout includes dividend equivalents and total shareholder return includes the value of reinvested dividends, no dividend assumption is required for the valuation.

 

 

 

Year ended
December 31,

 

 

 

2024

 

Expected volatility

 

 

24.0

%

Average expected volatility of peer companies

 

 

30.8

%

Average correlation coefficient of peer companies

 

 

33.1

%

Expected life (years)

 

 

2.8

 

Risk-free interest rate

 

 

4.6

%

 

During the year ended December 31, 2023, certain performance-based RSU awards were modified to either better align the payout percentages for the broad-based population with the awards granted to the executive officers, or to reflect the impact of the divestment of our Russian business (see Note 3 — Acquisitions and Divestitures for additional information). In total, 464 grantees benefited from the modifications. Incremental compensation cost of $14 million is being recognized over the remaining service periods, $6 million of which is included within transaction and transformation on the consolidated statements of comprehensive income during the year ended December 31, 2023.

122

 

 

Award Activity

 

A summary of time-based and performance-based RSU activity under the plans at December 31, 2024, and changes during the year then ended, is presented below:

 

 

Shares
(thousands)

 

 

Weighted-
Average
Grant Date
Fair Value

 

Time-based RSUs

 

 

 

 

 

 

Balance as of December 31, 2023

 

 

422

 

 

$

236.08

 

Granted

 

 

173

 

 

$

272.19

 

Vested

 

 

(328

)

 

$

239.31

 

Forfeited

 

 

(25

)

 

$

241.38

 

Balance as of December 31, 2024

 

 

242

 

 

$

256.97

 

Performance-based RSUs

 

 

 

 

 

 

Balance as of December 31, 2023

 

 

517

 

 

$

255.01

 

Granted

 

 

246

 

 

$

292.13

 

Vested

 

 

(165

)

 

$

301.90

 

Forfeited

 

 

(20

)

 

$

260.18

 

Balance as of December 31, 2024

 

 

578

 

 

$

257.22

 

 

The weighted-average grant date fair values of time-based RSUs granted during the years ended December 31, 2024, 2023 and 2022 were $272.19, $231.33 and $226.84, respectively.

 

Time-based RSUs approximating 328,000, 122,000 and 35,000 vested during the years ended December 31, 2024, 2023 and 2022, respectively, with average share prices at the time of vesting of $289.52, $221.26 and $202.80, respectively.

 

Time-based RSUs generally vest over three years but may vest immediately or vest over one to five years. The total fair values of time-based RSUs issued during the years ended December 31, 2024, 2023 and 2022 were $92 million, $21 million and $7 million, respectively. At December 31, 2024, there was $38 million of total unrecognized compensation cost related to the time-based RSU plan; that cost is expected to be recognized over a weighted-average period of 2.1 years.

The weighted-average grant date fair values of performance-based RSUs granted during the years ended December 31, 2024, 2023 and 2022 were $292.13, $232.98 and $237.57 respectively.

Performance-based RSUs approximating 165,000, 273,000 and 32,000 vested during the years ended December 31, 2024, 2023 and 2022, respectively, with average share prices at time of vesting of $264.27, $234.44 and $197.55, respectively.

Performance-based RSUs vest over one to three years. The total fair values of performance-based RSUs issued during the years ended December 31, 2024, 2023 and 2022 were $51 million, $47 million and $76 million, respectively. At December 31, 2024, there was $78 million of total unrecognized compensation cost related to the performance-based RSU plan; that cost is expected to be recognized over a weighted-average period of 1.8 years.

The actual tax benefits recognized for the tax deductions from RSUs that vested totaled $24 million, $9 million and $23 million for the years ended December 31, 2024, 2023 and 2022, respectively.

The amounts reflected above include awards which will be cash-settled due to local requirements. These awards are classified as liabilities in our consolidated balance sheets and are not material.

Phantom RSUs

During the year ended December 31, 2022, cash payments totaling $32 million were made related to phantom stock units. Phantom stock units are cash-settled awards with final payout based on the performance of the Company’s shares. There was no remaining liability or unearned compensation related to phantom stock as of December 31, 2022, and the Company did not grant phantom stock during 2024, 2023 and 2022.

Employee Share Purchase Plan

The ESPP operates under the WTW Amended and Restated 2010 Employee Share Purchase Plan, as amended and restated on February 28, 2024. During the year ended December 31, 2024, employee contributions to the ESPP totaled $16 million, and the total

123

 

fair value of shares purchased during the year was $16 million. The ESPP initially had 1,377,500 shares available for purchase, and at December 31, 2024, 1,008,481 shares remain available. For more information on this plan, refer to Note 2 — Basis of Presentation, Significant Accounting Policies and Recent Accounting Pronouncements.

Note 20 — Earnings Per Share

Basic and diluted earnings per share from continuing operations attributable to WTW and discontinued operations, net of tax are calculated by dividing net (loss)/income from continuing operations attributable to WTW and discontinued operations, net of tax, respectively, by the average number of ordinary shares outstanding during each period. The computation of diluted earnings per share reflects the potential dilution that could occur if dilutive securities and other contracts to issue shares were exercised or converted into shares or resulted in the issuance of shares that then shared in the net income of the Company. See Note 19 — Share-based Compensation for a summary of our outstanding options and RSUs.

Basic and diluted earnings per share are as follows:

 

 

Years ended December 31,

 

 

 

2024

 

 

2023

 

 

2022

 

(Loss)/income from continuing operations

 

$

(88

)

 

$

1,064

 

 

$

1,064

 

   Less: income attributable to non-controlling interests

 

 

(10

)

 

 

(9

)

 

 

(15

)

(Loss)/income from continuing operations attributable to WTW

 

$

(98

)

 

$

1,055

 

 

$

1,049

 

 

 

 

 

 

 

 

 

 

 

Loss from discontinued operations, net of tax

 

$

—

 

 

$

—

 

 

$

(40

)

 

 

 

 

 

 

 

 

 

Basic weighted-average number of shares outstanding

 

 

102

 

 

 

105

 

 

 

112

 

Dilutive effect of potentially issuable shares

 

 

—

 

 

 

1

 

 

 

—

 

Diluted weighted-average number of shares outstanding

 

 

102

 

 

 

106

 

 

 

112

 

 

 

 

 

 

 

 

 

 

Basic (loss)/earnings per share from continuing operations attributable to WTW

 

$

(0.96

)

 

$

10.01

 

 

$

9.36

 

Dilutive effect of potentially issuable shares

 

 

—

 

 

 

(0.06

)

 

 

(0.02

)

Diluted (loss)/earnings per share from continuing operations attributable to WTW

 

$

(0.96

)

 

$

9.95

 

 

$

9.34

 

 

 

 

 

 

 

 

 

 

 

Basic loss per share from discontinued operations, net of tax

 

$

—

 

 

$

—

 

 

$

(0.36

)

Dilutive effect of potentially issuable shares

 

 

—

 

 

 

—

 

 

 

—

 

Diluted loss per share from discontinued operations, net of tax

 

$

—

 

 

$

—

 

 

$

(0.36

)

The dilutive effect of potentially issuable shares was not computed for the year ended December 31, 2024 as the Company reported a net loss within its consolidated statement of comprehensive income. There were no anti-dilutive options for the years ended December 31, 2023 and 2022. For the year ended December 31, 2023, anti-dilutive RSUs were immaterial; for the year ended December 31, 2022, 0.2 million RSUs were not included in the computation of the dilutive effect of potentially issuable shares because their effect was anti-dilutive.

124

 

Note 21 — Supplemental Disclosures of Cash Flow Information

Supplemental disclosures regarding cash flow information and non-cash investing and financing activities are as follows:

 

 

As of and for the years ended December 31,

 

 

 

2024

 

 

2023

 

 

2022

 

Supplemental disclosures of cash flow information:

 

 

 

 

 

 

 

 

 

Cash and cash equivalents

 

$

1,890

 

 

$

1,424

 

 

$

1,262

 

Fiduciary funds (included in fiduciary assets)

 

 

3,108

 

 

 

2,368

 

 

 

3,459

 

Total cash, cash equivalents and restricted cash

 

$

4,998

 

 

$

3,792

 

 

$

4,721

 

 

 

 

 

 

 

 

 

 

 

Increase/(decrease) in cash, cash equivalents and other restricted cash

 

$

510

 

 

$

163

 

 

$

(3,177

)

Increase/(decrease) in fiduciary funds

 

 

793

 

 

 

(1,103

)

 

 

371

 

Total

 

$

1,303

 

 

$

(940

)

 

$

(2,806

)

 

 

 

 

 

 

 

 

 

 

Cash payments for income taxes, net

 

$

312

 

 

$

348

 

 

$

428

 

Cash payments for interest

 

$

242

 

 

$

223

 

 

$

201

 

Cash acquired

 

$

8

 

 

$

—

 

 

$

30

 

Supplemental disclosures of non-cash investing and financing activities:

 

 

 

 

 

 

 

 

 

Non-cash consideration received

 

$

—

 

 

$

—

 

 

$

63

 

Fair value of deferred and contingent consideration related to acquisitions

 

$

3

 

 

$

3

 

 

$

28

 

 

125

 

ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE

None.

ITEM 9A. CONTROLS AND PROCEDURES

Evaluation of Disclosure Controls and Procedures

An evaluation was performed under the supervision and with the participation of our chief executive officer (‘CEO’) and chief financial officer (‘CFO’), of the effectiveness of the design and operation of our 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’), as of the end of the period covered by this Annual Report on Form 10-K. Based upon that evaluation, our management, including the CEO and CFO, concluded that our disclosure controls and procedures were effective as of December 31, 2024 in providing reasonable assurance that the information required to be disclosed in the periodic reports we file or submit under the Exchange Act is (1) recorded, processed, summarized and reported within the time periods specified in SEC rules and forms, and (2) accumulated and communicated to our management, including the CEO and the CFO, as appropriate, to allow for timely decisions regarding required disclosure.

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 in the quarter and year ended December 31, 2024 that materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

Management’s Report on Internal Control over Financial Reporting

Internal control over financial reporting refers to the process designed by, or under the supervision of, our CEO and CFO, and overseen by our board of directors, management and other personnel, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with U.S. generally accepted accounting principles (‘U.S. GAAP’), and includes those policies and procedures that:

(1)
Pertain to the maintenance of records that in reasonable detail accurately and fairly reflect the transactions and dispositions of our assets;
(2)
Provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with U.S. GAAP and that our receipts and expenditures are being made only in accordance with authorizations of our management and directors; and
(3)
Provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of our assets that could have a material effect on the financial statements.

Internal control over financial reporting cannot provide absolute assurance of achieving financial reporting objectives because of its inherent limitations. Internal control over financial reporting is a process that involves human diligence and compliance and is subject to lapses in judgment and breakdowns resulting from human failures. Internal control over financial reporting can also be circumvented by collusion or improper management override. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate. Because of such limitations, there is a risk that material misstatements may not be prevented or detected on a timely basis by internal control over financial reporting. However, these inherent limitations are known features of the financial reporting process. Therefore, it is possible to design into the process safeguards to reduce, though not eliminate, this risk.

Management is responsible for establishing and maintaining the adequacy and effectiveness of our internal control over financial reporting. Under the supervision and with the participation of our management, including our CEO and CFO, we evaluated the effectiveness of our internal control over financial reporting as of December 31, 2024. In making this evaluation, management used the criteria set forth by the Committee of Sponsoring Organizations of the Treadway Commission in the report entitled Internal Control — Integrated Framework (2013). Based on this evaluation, management has concluded that we maintained effective internal control over financial reporting as of December 31, 2024.

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

126

 

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To the Shareholders and the Board of Directors of Willis Towers Watson Public Limited Company

Opinion on Internal Control over Financial Reporting

We have audited the internal control over financial reporting of Willis Towers Watson Public Limited Company and subsidiaries (the ‘Company’) as of December 31, 2024, based on criteria established in Internal Control — Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission (‘COSO’). In our opinion, the Company maintained, in all material respects, effective internal control over financial reporting as of December 31, 2024, based on criteria established in Internal Control — Integrated Framework (2013) issued by COSO.

We have also audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (‘PCAOB’), the consolidated financial statements as of and for the year ended December 31, 2024, of the Company and our report dated February 25, 2025, expressed an unqualified opinion on those financial statements.

Basis for Opinion

The Company’s management is responsible for maintaining effective internal control over financial reporting and for its assessment of the effectiveness of internal control over financial reporting, included in the accompanying Management’s Report on Internal Control over Financial Reporting. Our responsibility is to express an opinion on the Company’s internal control over financial reporting based on our audit. We are a public accounting firm registered with the PCAOB and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

We conducted our audit in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether effective internal control over financial reporting was maintained in all material respects. Our audit included obtaining an understanding of internal control over financial reporting, assessing the risk that a material weakness exists, testing and evaluating the design and operating effectiveness of internal control based on the assessed risk, and performing such other procedures as we considered necessary in the circumstances. We believe that our audit provides a reasonable basis for our opinion.

Definition and Limitations of Internal Control over Financial Reporting

A company’s internal control over financial reporting is a process designed 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. A company’s internal control over financial reporting includes those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company’s assets that could have a material effect on the financial statements.

Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

 

 

 

/s/ Deloitte & Touche LLP

Philadelphia, PA

February 25, 2025

127

 

ITEM 9B. OTHER INFORMATION

 

Rule 10b5-1 Trading Arrangements

 

The following directors and officers (as defined in Rule 16a-1(f) under the Exchange Act) adopted, modified, or terminated ‘Rule 10b5-1 trading arrangements’ (as defined in Regulation S-K, Item 408) intended to satisfy the affirmative defense conditions of Rule 10b5-1(c) under the Exchange Act:

 

Director or
Officer Name

 

Director or
Officer Title

 

Plan Adopted,
Modified, or Terminated

 

Securities
Covered by Plan

 

Amount of Securities
Eligible for Sale Under the Plan

 

Plan Termination
Date*

Carl Hess

 

Chief Executive
Officer

 

Adopted on February 6, 2025

 

Ordinary Shares

 

10,000

 

July 31, 2025

Alexis Faber

 

Chief Operating
Officer

 

Adopted on February 6, 2025

 

Ordinary Shares underlying vested Restricted Stock Units (‘RSUs’)

 

10% of those vested RSUs† granted by WTW on April 1, 2022, 2023, and 2024

 

December 31, 2025

 

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

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

 

 

128

 

ITEM 9C. DISCLOSURE REGARDING FOREIGN JURISDICTIONS THAT PREVENT INSPECTIONS

 

Not Applicable.

129

 

PART III.

ITEM 10. DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE

Information with respect to the executive officers of the Company is provided in Part I, Item 1 Business above under the heading ‘Information about Executive Officers of the Registrant’ and information required by Item 406 and Item 408(b) of Regulation S-K is below. All other information required by this Item will be provided in accordance with Instruction G(3) to Form 10-K no later than 120 days after the end of the Company’s fiscal year.

The Company has adopted a Code of Conduct applicable to all our directors, officers and employees, including our CEO, the CFO, the Principal Accounting Officer and all those involved in the Company’s accounting functions. The Code of Conduct can be found in the ‘Investor Relations — Corporate Governance’ section of the Company’s website at www.wtwco.com. It is also available free of charge on request from the Company Secretary at corporatesecretary@wtwco.com. The Company intends to post on its website any amendments to, or waivers of, a provision of the Code of Conduct in accordance with Item 406 of Regulation S-K.

The Company has adopted insider trading policies and procedures that govern the purchase, sale, and/or other dispositions of our securities (and related derivative securities) by directors, officers and employees and other covered persons and to the Company itself, which we believe are reasonably designed to promote compliance with insider trading laws, rules and regulations and listing standards applicable to the Company. Copies of the Company’s policies and guidelines are filed as Exhibits 19.1, 19.2, and 19.3 to this Annual Report on Form 10-K.

ITEM 11. EXECUTIVE COMPENSATION

The information required by this Item will be provided in accordance with Instruction G(3) to Form 10-K no later than 120 days after the end of the Company’s fiscal year.

ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS

Information with respect to the Company’s Securities Authorized for Issuance Under Equity Compensation Plans as required by Item 201(d) of Regulation S-K is incorporated herein by reference to Item 5 of this Annual Report on Form 10-K. All other information required by this Item will be provided in accordance with Instruction G(3) to Form 10-K no later than 120 days after the end of the Company’s fiscal year.

ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE

The information required by this Item will be provided in accordance with Instruction G(3) to Form 10-K no later than 120 days after the end of the Company’s fiscal year.

ITEM 14. PRINCIPAL ACCOUNTANT FEES AND SERVICES

The information required by this Item will be provided in accordance with Instruction G(3) to Form 10-K no later than 120 days after the end of the Company’s fiscal year.

130

 

PART IV.

ITEM 15. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES

a)
The following documents have been included in Part II, Item 8:

Report of Independent Registered Public Accounting Firm

Consolidated Financial Statements of Willis Towers Watson Public Limited Company

Financial Statements:

Consolidated Statements of Comprehensive Income for each of the three years in the period ended December 31, 2024

Consolidated Balance Sheets at December 31, 2024 and 2023

Consolidated Statements of Cash Flows for each of the three years in the period ended December 31, 2024

Consolidated Statements of Changes in Equity for each of the three years in the period ended December 31, 2024

Notes to the Consolidated Financial Statements

b)
Exhibits:

In reviewing the agreements included or incorporated by reference as exhibits to this Annual Report on Form 10-K, it is important to note that they are included to provide investors with information regarding their terms, and are not intended to provide any other factual or disclosure information about WTW or the other parties to the agreements. The agreements contain representations and warranties made by each of the parties to the applicable agreement. These representations and warranties have been made solely for the benefit of the other parties to the applicable agreement, and: should not be treated as categorical statements of fact, but rather as a way of allocating risk between the parties; have in some cases been qualified by disclosures that were made to the other party in connection with the negotiation of the applicable agreement, which disclosures are not necessarily reflected in the agreement; may apply standards of materiality in a way that is different from what may be material to investors; and were made only as of the date of the applicable agreement or such other date or dates as may be specified in the agreement and are subject to more recent developments.

Accordingly, these representations and warranties may not describe the actual state of affairs as of the date they were made or at any other time. Additional information about WTW may be found elsewhere in this Annual Report on Form 10-K and our other public filings, which are available without charge through the SEC’s website at http://www.sec.gov.

 

Incorporated by Reference

Exhibit

Number

Description of Exhibit

Schedule/

Form

 

Exhibit

Filing Date

Filed

Herewith

2.1

Agreement and Plan of Merger, dated as of June 29, 2015, by and among Willis Group Holdings plc, Citadel Merger Sub, Inc. and Towers Watson & Co

8-K

2.1

June 30, 2015

2.2

Amendment No. 1 to Agreement and Plan of Merger, dated November 19, 2015, by and among Willis, Merger Sub and Towers Watson

8-K

2.1

November 20, 2015

3.1

Amended and Restated Memorandum and Articles of Association of Willis Towers Watson Public Limited Company

8-K

3.1

June 15, 2017

3.2

Certificate of Incorporation of Willis Group Holdings Public Limited Company

8-K

3.2

January 4, 2010

131

 

Incorporated by Reference

Exhibit

Number

Description of Exhibit

Schedule/

Form

 

Exhibit

Filing Date

Filed

Herewith

4.1

 

Description of Willis Towers Watson Public Limited Company’s ordinary shares

 

10-K

 

4.1

 

February 26, 2020

 

 

4.2

Indenture, dated as of August 15, 2013, by and among Trinity Acquisition Limited, as issuer, Willis Group Holdings Public Limited Company, Willis Netherlands Holdings B.V., Willis North America Inc., Willis Investment UK Holdings Limited, TA I Limited and Willis Group Limited, as guarantors, and Computershare Trust Company, N.A., as successor to Wells Fargo Bank, National Association, as trustee

8-K

4.1

August 15, 2013

4.3

First Supplemental Indenture, dated as of August 15, 2013, supplemental to the Indenture dated as of August 15, 2013

8-K

4.2

August 15, 2013

4.4

Second Supplemental Indenture, dated as of March 9, 2016, supplemental to the Indenture, dated as of August 15, 2013

8-K

4.3

March 10, 2016

4.5

Third Supplemental Indenture, dated as of March 22, 2016, supplemental to the Indenture, dated as of August 15, 2013

8-K

4.1

March 22, 2016

4.6

 

Fourth Supplemental Indenture, dated as of May 16, 2016, supplemental to the Indenture dated as of August 15, 2013

 

8-K

 

4.1

 

May 26, 2016

 

 

4.7

Fifth Supplemental Indenture, dated as of August 11, 2017, supplemental to the Indenture dated as of August 15, 2013

8-K

4.3

August 16, 2017

4.8

 

Sixth Supplemental Indenture, dated as of December 16, 2024, supplemental to the Indenture dated as of August 15, 2013

 

 

 

 

 

 

 

X

4.9

Indenture, dated as of May 16, 2017, among Willis North America Inc., as issuer, Willis Towers Watson Public Limited Company, Willis Towers Watson Sub Holdings Unlimited Company, Willis Netherlands Holdings B.V., Willis Investment UK Holdings Limited, TA I Limited, WTW Bermuda Holdings Ltd., Trinity Acquisition plc and Willis Group Limited, as guarantors, and Computershare Trust Company, N.A., as successor to Wells Fargo Bank, National Association, as Trustee

8-K

4.1

May 16, 2017

4.10

First Supplemental Indenture, dated as of May 16, 2017, supplemental to the Indenture dated as of May 16, 2017

8-K

4.2

May 16, 2017

4.11

Second Supplemental Indenture, dated as of August 11, 2017, supplemental to the Indenture dated as of May 16, 2017

8-K

4.4

August 16, 2017

4.12

Third Supplemental Indenture, dated as of September 10, 2018, supplemental to the Indenture dated as of May 16, 2017

8-K

4.1

September 10, 2018

4.13

Fourth Supplemental Indenture, dated as of September 10, 2019, supplemental to the Indenture dated as of May 16, 2017

8-K

4.1

September 10, 2019

4.14

Fifth Supplemental Indenture, dated as of May 19, 2022, supplemental to the Indenture dated as of May 16, 2017

8-K

4.1

May 19, 2022

4.15

 

Sixth Supplemental Indenture, dated as of May 17, 2023, supplemental to the Indenture dated as of May 16, 2017

 

8-K

 

4.1

 

May 17, 2023

 

 

4.16

 

Seventh Supplemental Indenture, dated as of March 5, 2024, supplemental to the Indenture dated as of May 16, 2017

 

8-K

 

4.1

 

March 5, 2024

 

 

4.17

 

Eighth Supplemental Indenture, dated as of December 16, 2024, supplemental to the Indenture dated as of May 16, 2017

 

 

 

 

 

 

 

X

4.18

Officers’ Certificate of the Issuer and the Guarantors (including Form of Willis North America Inc.'s 2.95% Senior Note due 2029 and 3.875% Senior Note due 2049), dated as of May 29, 2020

8-K

4.1

May 29, 2020

132

 

 

 

 

Incorporated by Reference

Exhibit

Number

Description of Exhibit

Schedule/

Form

 

Exhibit

Filing Date

Filed

Herewith

4.19

 

Form of Indenture among Willis Towers Watson Public Limited Company, as issuer, Willis Towers Watson Sub Holdings Unlimited Company, Willis Netherlands Holdings B.V., Willis Investment UK Holdings Limited, TA I Limited, Willis Towers Watson UK Holdings Limited, Trinity Acquisition plc, Willis Group Limited and Willis North America Inc., as guarantors, and Computershare Trust Company, N.A., as trustee

 

S-3

 

4.6

 

February 28, 2022

 

 

10.1^

 

Second Amended and Restated Credit Agreement, dated as of October 6, 2021, among Trinity Acquisition plc and its indirect subsidiaries, Willis North America Inc. and Willis Netherlands Holdings B.V., Willis Towers Watson Public Limited Company, the lenders party thereto and Barclays Bank PLC, as Administrative Agent

 

8-K

 

10.1

 

October 7, 2021

 

 

10.2

 

Second Amended and Restated Guaranty Agreement, dated as of October 6, 2021, among Trinity Acquisition plc, Willis Towers Watson Public Limited Company, the other guarantors party thereto and Barclays Bank PLC, as Administrative Agent

 

8-K

 

10.2

 

October 7, 2021

 

 

10.3^

First Amendment dated as of June 29, 2023 to the Second Amended and Restated Credit Agreement dated as of October 6, 2021 by and among, inter alia, Trinity Acquisition PLC, as the Company, Willis Towers Watson Public Limited Company, as the Parent, the Guarantors party thereto, the Lenders party thereto, and Barclays Bank PLC, party thereto as administrative agent

10-Q

10.1

July 27, 2023

10.4

Deed Poll of Assumption, dated as of December 31, 2009, by and between Willis Group Holdings Limited and Willis Group Holdings Public Limited Company

8-K

10.4

January 4, 2010

10.5

Security and Asset Purchase Agreement, dated as of August 12, 2021, by and between Willis Towers Watson plc and Arthur J. Gallagher & Co.

8-K

10.1

August 16, 2021

10.6

Letter Agreement, dated December 1, 2021, by and between Willis Towers Watson plc and Arthur J. Gallagher & Co.

8-K

10.1

December 6, 2021

10.7†

Willis Towers Watson Public Limited Company 2012 Equity Incentive Plan

DEF14A

A

April 28, 2022

10.8†

Form of Time-Based Share Option Award Agreement under the Willis Group Holdings Public Limited Company 2012 Equity Incentive Plan

10-Q

10.1

August 9, 2012

10.9†

Form of 2012 Equity Incentive Plan (As Amended and Restated) Restricted Share Unit Award Agreement for Non-Employee Directors under the Willis Group Holdings Public Limited Company 2012 Equity Incentive Plan

10-K

10.9

February 24, 2022

10.10†

Rules of the Willis Group Holdings Public Limited Company 2012 Sharesave Sub-Plan for the United Kingdom to the Willis Group Holdings Public Limited Company 2012 Equity Incentive Plan

10-K

10.32

February 28, 2013

10.11†

Amended and Restated Willis U.S. 2005 Deferred Compensation Plan

8-K

10.1

November 20, 2009

10.12†

First Amendment to the Amended and Restated Willis U.S. 2005 Deferred Compensation Plan, effective June 1, 2011

10-Q

10.1

August 9, 2011

10.13†

Second Amendment to the Amended and Restated Willis U.S. 2005 Deferred Compensation Plan

10-Q

10.6

November 5, 2013

 

133

 

 

Incorporated by Reference

Exhibit

Number

Description of Exhibit

Schedule/

Form

Exhibit

Filing Date

Filed

Herewith

10.14†

 

Amendment 2017-1 to the Amended and Restated Willis U.S. 2005 Deferred Compensation Plan

 

10-K

 

10.34

 

February 28, 2018

 

 

10.15†

 

Amendment 2019-1 to the Amended and Restated Willis U.S. 2005 Deferred Compensation Plan

 

10-Q

 

10.2

 

November 1, 2019

 

 

10.16†

 

Form of Deed of Indemnity of Willis Towers Watson Public Limited Company

 

8-K

 

10.1

 

January 5, 2016

 

 

10.17†

 

Form of Indemnification Agreement of Willis North America Inc.

 

8-K

 

10.2

 

January 5, 2016

 

 

10.18†

 

Offer Letter, dated as of August 26, 2021, by and between Willis Towers Watson US LLC and Andrew Krasner

 

10-Q

 

10.4

 

October 28, 2021

 

 

10.19†

 

Time-Based Restricted Share Unit Award Agreement, dated as of September 7, 2021, by and between Willis Towers Watson Public Limited Company and Andrew Krasner

 

10-Q

 

10.5

 

October 28, 2021

 

 

10.20†

Employment Agreement, dated as of February 25, 2015, by and between Willis Group Holdings Public Limited Company and Matthew Furman

10-K

10.45

February 24, 2022

10.21†

 

Employment Agreement, dated as of May 15, 2024, by and between Willis Group Services Limited Company and Lucy Clarke

 

 

 

 

 

 

 

X

10.22†

 

Time-Based Restricted Share Unit Award Agreement No. 1 (Sign On Award), dated as of October 14, 2024, by and between Willis Towers Watson Public Limited Company and Lucy Clarke

 

 

 

 

 

 

 

X

10.23†

 

Time-Based Restricted Share Unit Award Agreement No. 2, dated as of October 14, 2024, by and between Willis Towers Watson Public Limited Company and Lucy Clarke

 

 

 

 

 

 

 

X

10.24†

 

Fully Vested Restricted Share Unit Award Agreement, dated as of October 14, 2024, by and between Willis Towers Watson Public Limited Company and Lucy Clarke

 

 

 

 

 

 

 

X

10.25†

Form of Retention Agreement

8-K

10.1

February 5, 2021

10.26†

Towers Watson Amended and Restated 2009 Long Term Incentive Plan

S-8

99.1

January 5, 2016

10.27†

Trust Deed and Rules of the Towers Watson Limited Share Incentive Plan 2005 (U.K.)

10-K

10.21

September 1, 2006

10.28†

Towers Watson Limited Share Incentive Plan 2005 Deed of Amendment (U.K.)

10-K

10.22

September 1, 2006

10.29†

Towers Watson Limited Share Incentive Plan 2005 Deed to Change the Trust Deed and Rules (U.K.)

10-K

10.10

August 29, 2012

10.30†

Willis Towers Watson Non-Qualified Deferred Savings Plan for U.S. Employees (as amended and restated effective January 1, 2017)

10-Q

10.1

November 7, 2016

10.31†

Amendment 2018-1 to the Willis Towers Watson Non-Qualified Deferred Savings Plan for U.S. Employees

8-K

99.3

July 18, 2018

10.32†

Amendment 2020-1 to the Willis Towers Watson Non-Qualified Deferred Savings Plan for U.S. Employees

10-K

10.62

February 23, 2021

10.33†

 

Amendment 2024-3 to Willis Towers Watson Non-Qualified Deferred Savings Plan for U.S. Employees (as amended and restated effective January 1, 2017)

 

 

 

 

 

 

 

X

10.34†

Willis Towers Watson Non-Qualified Stable Value Excess Plan for U.S. Employees, as amended and restated, effective January 1, 2024

10-K

 

10.31

 

February 22, 2024

 

10.35†

 

Amendment 2024-1 to Willis Towers Watson Non-Qualified Stable Value Excess Plan for U.S. Employees (as amended and restated effective January 1, 2024)

 

 

 

 

 

 

 

X

10.36†

Form of 2021 Performance-Based Restricted Share Unit Award Agreement, including the Agreement of Restrictive Covenants and Other Obligations, for Operating Committee Members in the United States, under the Willis Towers Watson Amended and Restated 2012 Equity Incentive Plan

10-Q

10.2

August 4, 2021

 

134

 

 

 

Incorporated by Reference

Exhibit

Number

Description of Exhibit

Schedule/

Form

 

Exhibit

Filing Date

Filed

Herewith

10.37†

 

Form of 2021 Performance-Based Restricted Share Unit Award Agreement, including the Agreement of Restrictive Covenants and Other Obligations, for Operating Committee Members outside the United States, under the Willis Towers Watson Amended and Restated 2012 Equity Incentive Plan

 

10-Q

 

10.3

 

August 4, 2021

 

 

10.38†

 

Form of 2022 Time-Based Restricted Share Unit Award Agreement for Executive Officers under the Willis Towers Watson Amended and Restated 2012 Equity Incentive Plan

 

8-K

 

10.1

 

February 28, 2022

 

 

10.39†

 

Form of 2022 Performance-Based Restricted Share Unit Award Agreement for Executive Officers under the Willis Towers Watson Amended and Restated 2012 Equity Incentive Plan

 

8-K

 

10.2

 

February 28, 2022

 

 

10.40†

 

Form of 2023 Time-Based Restricted Share Unit Award Agreement for Executive Officers under the Willis Towers Watson Amended and Restated 2012 Equity Incentive Plan

 

10-Q

 

10.1

 

April 27, 2023

 

 

10.41†

 

Form of 2023 Performance-Based Restricted Share Unit Award Agreement for Executive Officers under the Willis Towers Watson Amended and Restated 2012 Equity Incentive Plan

 

10-Q

 

10.2

 

April 27, 2023

 

 

10.42†

 

Form of 2024 Time-Based Restricted Share Unit Award Agreement for Executive Officers under the Willis Towers Watson Amended and Restated 2012 Equity Incentive Plan

 

10-Q

 

10.1

 

April 25, 2024

 

 

10.43†

 

Form of 2024 Performance-Based Restricted Share Unit Award Agreement for Executive Officers under the Willis Towers Watson Amended and Restated 2012 Equity Incentive Plan

 

10-Q

 

10.2

 

April 25, 2024

 

 

10.44†

Willis Towers Watson Public Limited Company Severance and Change in Control Pay Plan for US Executives, adopted March 8, 2020 and as amended June 5, 2020 and February 22, 2022

8-K

10.3

February 28, 2022

10.45†

Willis Towers Watson Public Limited Company Severance and Change in Control Pay Plan for Non-US Executives, adopted March 8, 2020 and as amended June 5, 2020 and February 22, 2022

8-K

10.4

February 28, 2022

10.46†

Willis Towers Watson Public Limited Company Compensation Policy and Share Ownership Guidelines for Non-Employee Directors (dated January 1, 2025)

 

 

 

 

 

 X

10.47†

 

The Willis Towers Watson Public Limited Company Amended and Restated 2010 Employee Share Purchase Plan (as last amended and restated as of February 28, 2024)

 

10-Q

 

10.3

 

April 25, 2024

 

 

19.1

 

Willis Towers Watson Global Insider Trading Policy (as amended February 2024)

 

 

 

 

 

 

 

X

19.2

 

Willis Towers Watson plc Guidelines on Rule 10b5-1 Trading Plans in effect from April 2023

 

 

 

 

 

 

 

X

  19.3†

 

Willis Towers Watson Public Limited Company Amended Share Repurchase Policy in effect from December 2024

 

 

 

 

 

 

 

X

21.1

List of Subsidiaries

X

22.1

List of Issuers and Guarantor Subsidiaries

 

 

 

 

 

X

23.1

Consent of Deloitte & Touche LLP

X

31.1

Certification of the Registrant’s Chief Executive Officer, Carl A. Hess, pursuant to Rules 13a-14(a) and 15(d)-14(a) of the Securities Exchange Act of 1934, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002

X

31.2

Certification of the Registrant’s Chief Financial Officer, Andrew J. Krasner, pursuant to Rules 13a-14(a) and 15(d)-14(a) of the Securities Exchange Act of 1934, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002

X

32.1**

Certification of the Registrant’s Chief Executive Officer, Carl A. Hess, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002

135

 

Incorporated by Reference

Exhibit

Number

Description of Exhibit

Schedule/

Form

 

Exhibit

Filing Date

Filed

Herewith

32.2**

Certification of the Registrant’s 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

97.1†

 

Willis Towers Watson Public Limited Company Compensation Recoupment Policy, as amended and restated, adopted and effective as of November 28, 2023

 

10-K

 

97.1

 

February 22, 2024

 

 

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 certifications furnished in Exhibits 32.1 and 32.2) are deemed to accompany this Annual Report on Form 10-K and will not be deemed ‘filed’ for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liability of that section, except to the extent that the registrant specifically incorporates it by reference.

† Management contract or compensatory plan or arrangement.

^ Certain of the exhibits and schedules to this Exhibit have been omitted in accordance with Regulation S-K Item 601(a)(5). We agree to furnish a copy of all omitted exhibits and schedules to the SEC upon its request.

All exhibits that are incorporated by reference herein to a filing with the SEC are filed under SEC File No. 001-16503, except for filings made more than eight years ago which are filed under: SEC File No. 001-16503, for any filings that were made by Willis Group Holdings or the Company; SEC File No. 001-34594, for any filings that were made by Towers Watson; and SEC File No. 001-16159, for any filings that were made by Watson Wyatt Worldwide.

136

 

ITEM 16. FORM 10-K SUMMARY

Not applicable.

137

 

SIGNATURES

Pursuant to the requirements of Section 13 or 15(d) 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)

By:

/s/ Carl Hess

Carl Hess

Chief Executive Officer

 

Date: February 25, 2025

Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities indicated.

 

/s/ Carl Hess

/s/ Andrew Krasner

Carl Hess

Chief Executive Officer and Director

(Principal Executive Officer)

Andrew Krasner

Chief Financial Officer

/s/ Joseph Kurpis

Joseph Kurpis

Principal Accounting Officer and Controller

/s/ Dame Inga Beale

/s/ Fumbi Chima

Dame Inga Beale

Director

Fumbi Chima

Director

/s/ Stephen Chipman

/s/ Michael Hammond

Stephen Chipman

Director

Michael Hammond

Director

/s/ Jacqueline Hunt

/s/ Paul Reilly

Jacqueline Hunt

Director

Paul Reilly

Director

/s/ Michelle Swanback

/s/ Paul Thomas

Michelle Swanback

Director

Paul Thomas

Director

/s/ Fredric Tomczyk

Fredric Tomczyk

Director

 

138

 

Exhibit 4.8

 

TRINITY ACQUISITION PLC,

as Issuer

WILLIS TOWERS WATSON PUBLIC LIMITED COMPANY

WILLIS TOWERS WATSON SUB HOLDINGS UNLIMITED COMPANY

WILLIS NETHERLANDS HOLDINGS B.V.

WILLIS INVESTMENT UK HOLDINGS LIMITED

TA I LIMITED

WILLIS TOWERS WATSON UK HOLDINGS LIMITED

WILLIS NORTH AMERICA INC., and

WILLIS GROUP LIMITED,

as Guarantors

and

COMPUTERSHARE TRUST COMPANY, NATIONAL ASSOCIATION,

as successor to Wells Fargo Bank, National Association, as Trustee

Sixth Supplemental Indenture

Dated as of December 16, 2024

to the Indenture dated as of August 15, 2013 (as amended, supplemented or otherwise modified from time to time)

Providing for the Assumption of Guaranteed Obligations
(Unlimited as to Aggregate Principal Amount)

 

 

SIXTH SUPPLEMENTAL INDENTURE

SIXTH SUPPLEMENTAL INDENTURE (this “Sixth Supplemental Indenture”), dated as of December 16, 2024, among Trinity Acquisition plc, a company organized and existing under the laws of England and Wales (the “Issuer”), Willis Towers Watson Public Limited Company, a company organized and existing under the laws of Ireland, Willis Towers Watson Sub Holdings Unlimited Company, a company organized and existing under the laws of Ireland, Willis Netherlands Holdings B.V., a company organized under the laws of the Netherlands, Willis Investment UK Holdings Limited, a company organized and existing under the laws of England and Wales, TA I Limited, a company organized and existing under the laws of England and Wales, Willis Towers Watson UK Holdings Limited, a company organized and existing under the laws of England and Wales, Willis North America Inc., a Delaware corporation, and Willis Group Limited, a company organized and existing under the laws of England, as guarantors (the “Guarantors”) and Computershare Trust Company, National Association, as successor to Wells Fargo Bank, National Association, as trustee (the “Trustee”), to the Indenture, dated as of August 15, 2013, among the Issuer, the Guarantors and the Trustee (as amended, supplemented, or otherwise modified from time to time, the “Indenture”). Unless otherwise defined herein, capitalized terms used herein shall have the respective meanings assigned to them in the Indenture.

RECITALS:

WHEREAS, the Issuer, the Guarantors and the Trustee have heretofore entered into the Indenture to provide for the issuance of the Issuer’s unsecured senior debentures, notes or other evidences of Indebtedness (the “Securities”);

WHEREAS, Section 8.01 of the Indenture permits a Guarantor to convey, transfer or lease its properties and assets substantially as an entirety to any Person, provided that, (a) in the case of the Issuer or any Guarantor that is not Willis North America Inc., the successor Person shall be a Person organized and existing under the laws of any United States jurisdiction, any state thereof, England and Wales, Ireland, the Netherlands or any country that is a member of the European Monetary Union, and such Person shall expressly assume by supplemental indenture, all the obligations of such Guarantor under the Indenture and the Securities and immediately after such transaction no Event of Default shall have happened or be continuing and (b) the Issuer or such Guarantor, as the case may be, has delivered to the Trustee an Officers’ Certificate and an Opinion of Counsel, each stating that such conveyance, transfer or lease and supplemental indenture comply with Article Eight of the Indenture and all the conditions precedent stated therein have been complied with;

WHEREAS, Section 8.02 of the Indenture permits the predecessor corporation to be relieved of all obligations and covenants under the Indenture and the Securities after the conveyance or transfer of the properties and assets of such Guarantor substantially as an entirety in accordance with Section 8.01 and after the successor Person succeeds to, is substituted for, and becomes entitled to exercise every right and power of such Guarantor;

WHEREAS, Section 9.01(1) of the Indenture permits the Issuer, the Guarantors and the Trustee to enter into a supplemental indenture to the Indenture without the consent of the Holders of the Securities to evidence the succession of another Person to a Guarantor and the assumption by such successor Person of the covenants of the Guarantor in the Indenture and the Securities pursuant to Article Eight of the Indenture;

WHEREAS, the properties and assets of TA I Limited and Willis Towers Watson UK Holdings Limited are being transferred substantially as an entirety to Willis Investment UK Holdings Limited (the “WIUKHL Transfer”);

 

 

WHEREAS, the properties and assets of Willis Netherlands Holdings B.V. (together with TA I Limited and Willis Towers Watson UK Holdings Limited, the “Transferring Guarantors”) are being transferred (together with the WIUKHL Transfer, the “Transfers”) substantially as an entirety to Willis Towers Watson Sub Holdings Unlimited Company (together with Willis Investment UK Holdings Limited, the “Assuming Guarantors”);

WHEREAS, Willis Investment UK Holdings Limited desires to assume all of the Guaranteed Obligations of TA I Limited and Willis Towers Watson UK Holdings Limited, including all obligations of a Guarantor under Article Fifteen of the Indenture;

WHEREAS, Willis Towers Watson Sub Holdings Unlimited Company desires to assume all of the Guaranteed Obligations of Willis Netherlands Holdings B.V., including all obligations of a Guarantor under Article Fifteen of the Indenture;

WHEREAS, the Trustee has been directed by the Issuer to enter into this Sixth Supplemental Indenture to evidence the foregoing assumptions;

WHEREAS, the Trustee has received an Opinion of Counsel and an Officers’ Certificate, pursuant to Sections 1.02, 8.01 and 9.03 of the Indenture, stating, as applicable, that (a) the execution of the Sixth Supplemental Indenture is authorized or permitted by the Indenture, (b) the transfer of the Transferring Guarantors’ properties and assets substantially as an entirety to the applicable Assuming Guarantor and the Sixth Supplemental Indenture comply with Article Eight of the Indenture and (c) all conditions precedent (including any covenants compliance with which constitutes a condition precedent) provided for in the Indenture to such transaction and to the execution and delivery by the Trustee of the Sixth Supplemental Indenture have been complied with; and

WHEREAS, all things necessary to make this Sixth Supplemental Indenture a valid agreement of the Issuer, the Guarantors and the Trustee, in accordance with its terms, have been done.

NOW, THEREFORE, in consideration of the above premises, each party covenants and agrees, for the benefit of the other parties and for the equal and ratable benefit of all of the holders of the Securities, as follows:

ARTICLE 1

ASSUMPTION OF GUARANTOR OBLIGATIONS

Section 1.1 Assumption of Guarantor Obligations by Assuming Guarantors.

Upon consummation of the Transfers, the Assuming Guarantors hereby assume, subject to the terms thereof, the Guaranteed Obligations of a Guarantor under the Indenture and the Securities. Upon consummation of the Transfers, the Transferring Guarantors are hereby relieved of all obligations and covenants under the Indenture and the Securities pursuant to Section 8.02 of the Indenture.

Section 1.2 Guarantor Agencies.

The Assuming Guarantors hereby confirm all agency appointments made by a Guarantor under the Indenture.

2

 

ARTICLE 2

MISCELLANEOUS

Section 2.1 Integral Part.

This Sixth Supplemental Indenture constitutes an integral part of the Indenture.

Section 2.2 Adoption, Ratification and Confirmation.

The Indenture, as supplemented and amended by this Sixth Supplemental Indenture, is in all respects hereby adopted, ratified and confirmed, and this Sixth Supplemental Indenture shall be deemed part of the Indenture in the manner and to the extent herein and therein provided. Except as expressly amended and modified by this Sixth Supplemental Indenture, the Indenture shall continue in full force and effect in accordance with its terms, provisions, and conditions thereof, including, without limitation, any and all rights, privileges, protections, limitations of liability, immunities, and indemnities of the Trustee thereunder. The provisions of this Sixth Supplemental Indenture shall, subject to the terms hereof, supersede the provisions of the Indenture to the extent the Indenture is inconsistent herewith. Reference to this Sixth Supplemental Indenture need not be made in the Indenture or any other instrument or document executed in connection therewith, or in any certificate, letter or communication issued or made pursuant to, or with respect to, the Indenture, any reference in any of such items to the Indenture being sufficient to refer to the Indenture as amended hereby.

Section 2.3 Counterparts.

This Sixth Supplemental Indenture may be executed in any number of counterparts, each of which so executed shall be deemed to be an original, but all such counterparts shall together constitute but one and the same instrument. The exchange of copies of this Sixth Supplemental Indenture and of signature pages by facsimile or PDF transmission shall constitute effective execution and delivery of this Sixth Supplemental Indenture as to the parties hereto and may be used in lieu of the original Sixth Supplemental Indenture for all purposes. Signatures of the parties hereto transmitted by facsimile or PDF shall be deemed to be their original signatures for all purposes. This Sixth Supplemental Indenture shall be valid, binding, and enforceable against a party only when executed and delivered by an authorized individual on behalf of the party by means of (i) any electronic signature permitted by the federal Electronic Signatures in Global and National Commerce Act, state enactments of the Uniform Electronic Transactions Act, and/or any other relevant electronic signatures law, including relevant provisions of the Uniform Commercial Code/UCC (collectively, “Signature Law”); (ii) an original manual signature; or (iii) a faxed, scanned, or photocopied manual signature. Each electronic signature or faxed, scanned, or photocopied manual signature shall for all purposes have the same validity, legal effect, and admissibility in evidence as an original manual signature. Each party hereto shall be entitled to conclusively rely upon, and shall have no liability with respect to, any faxed, scanned, or photocopied manual signature, or other electronic signature, of any party and shall have no duty to investigate, confirm or otherwise verify the validity or authenticity thereof. This Sixth Supplemental Indenture may be executed in any number of counterparts, each of which shall be deemed to be an original, but such counterparts shall, together, constitute one and the same instrument. For avoidance of doubt, original manual signatures shall be used for execution or indorsement of writings when required under the UCC or other Signature Law due to the character or intended character of the writings.

Section 2.4 Governing Law.

THIS SIXTH SUPPLEMENTAL INDENTURE SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK. EACH OF THE ISSUER, THE PARENT GUARANTOR, THE EXISTING GUARANTORS, THE ASSUMING

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GUARANTORS AND THE TRUSTEE IRREVOCABLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY AND ALL RIGHT TO TRIAL BY JURY IN ANY LEGAL PROCEEDING ARISING OUT OF OR RELATING TO THIS SIXTH SUPPLEMENTAL INDENTURE OR THE TRANSACTIONS CONTEMPLATED HEREBY.

Section 2.5 Conflict with Trust Indenture Act.

If and to the extent that any provision of the Indenture limits, qualifies or conflicts with a provision required under the terms of the Trust Indenture Act, the Trust Indenture Act provision shall control.

Section 2.6 Effect of Heading and Table of Contents.

The Article and Section headings herein are for convenience only and shall not affect the construction hereof.

Section 2.7 Separability Clause.

In case any provision in the Indenture or in the Securities shall be invalid, illegal or unenforceable, the validity, legality and enforceability of the remaining provisions shall not in any way be affected or impaired thereby.

Section 2.8 Successors and Assigns.

All covenants and agreements in the Indenture by the parties hereto shall bind their respective successors and assigns, whether so expressed or not.

Section 2.9 Benefit of Indenture.

Nothing in this Sixth Supplemental Indenture or in the Securities, express or implied, shall give to any Person, other than the parties hereto, any Security Registrar, any Paying Agent, any Authenticating Agent and their successors hereunder, and the Holders of the Securities, any benefit or any legal or equitable right, remedy or claim hereunder or under the Indenture.

Section 2.10 The Trustee.

The Trustee makes no representation as to and shall not be responsible or liable in any manner whatsoever for or in respect of the validity or sufficiency of this Sixth Supplemental Indenture or for or in respect of the recitals contained herein, all of which are made solely by the Issuer and the Guarantors.

Section 2.11 FATCA.

The Issuer hereby confirms to the Trustee that this Sixth Supplemental Indenture has not resulted in a material modification of the Securities for Foreign Accounting Tax Compliance Act (“FATCA”) purposes within the meaning of United States Treasury regulation section 1.1471-2T(b)(2)(iv). The Issuer shall give the Trustee prompt written notice of any such future material modification of the Securities deemed to occur for FATCA purposes. The Trustee shall assume that no such material modification for FATCA purposes has occurred regarding the Securities, unless the Trustee receives written notice of such modification from the Issuer.

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IN WITNESS WHEREOF, the parties hereto have caused this Sixth Supplemental Indenture to be duly executed, all as of the day and year first written above.

ISSUER

TRINITY ACQUISITION PLC

By: /s/ William Rigger
Name: William Rigger
Title: Authorised Representative

By: /s/ Jonathan Rand
Name: Jonathan Rand
Title: Authorised Representative

GUARANTORS

SIGNED AND DELIVERED FOR AND ON BEHALF OF AND AS THE DEED OF WILLIS TOWERS WATSON PUBLIC LIMITED COMPANY BY ITS LAWFULLY APPOINTED ATTORNEY

By: /s/ William Rigger
Name: William Rigger
Title: Treasurer

IN THE PRESENCE OF:- Elise le Clerc

/s/ Elise le Clerc
(WITNESS’ SIGNATURE)

51 Lime Street, EC3M 7DQ London, United Kingdom
(WITNESS’ ADDRESS)

Director of Risk Management
(WITNESS’ OCCUPATION

 

 

 

 

SIGNED AND DELIVERED FOR AND ON BEHALF OF AND AS THE DEED OF WILLIS TOWERS WATSON SUB HOLDINGS UNLIMITED COMPANY
BY ITS LAWFULLY APPOINTED ATTORNEY

By: /s/ William Rigger
Name: William Rigger
Title: Attorney

IN THE PRESENCE OF:- Elise le Clerc

/s/ Elise le Clerc
(WITNESS’ SIGNATURE)

51 Lime Street, EC3M 7DQ London, United Kingdom
(WITNESS’ ADDRESS)

Director of Risk Management
(WITNESS’ OCCUPATION

WILLIS NETHERLANDS HOLDINGS B.V.

By: /s/ William Rigger
Name: William Rigger
Title: Authorised Signatory

WILLIS INVESTMENT UK HOLDINGS LIMITED

By: /s/ William Rigger
Name: William Rigger
Title: Authorised Representative

TA I LIMITED

By: /s/ William Rigger
Name: William Rigger
Title: Authorised Representative

 

 

WILLIS TOWERS WATSON UK HOLDINGS LIMITED

By: /s/ William Rigger
Name: William Rigger
Title: Authorised Representative

WILLIS NORTH AMERICA INC.

By: /s/ William Rigger
Name: William Rigger
Title: Authorized Officer

WILLIS GROUP LIMITED

By: /s/ William Rigger
Name: William Rigger
Title: Authorised Representative

 

 

TRUSTEE

COMPUTERSHARE TRUST COMPANY, NATIONAL ASSOCIATION, AS TRUSTEE

By: /s/ Scott R. Little
Name: Scott Little
Title: Vice President

 

 

Exhibit 4.17

WILLIS NORTH AMERICA INC.,

as Issuer

WILLIS TOWERS WATSON PUBLIC LIMITED COMPANY

WILLIS TOWERS WATSON SUB HOLDINGS UNLIMITED COMPANY

WILLIS NETHERLANDS HOLDINGS B.V.

WILLIS INVESTMENT UK HOLDINGS LIMITED

TA I LIMITED

WILLIS TOWERS WATSON UK HOLDINGS LIMITED

TRINITY ACQUISITION PLC, and

WILLIS GROUP LIMITED,

as Guarantors

and

COMPUTERSHARE TRUST COMPANY, NATIONAL ASSOCIATION,

as successor to Wells Fargo Bank, National Association, as Trustee

Eighth Supplemental Indenture

Dated as of December 16, 2024

to the Indenture dated as of May 16, 2017 (as amended, supplemented or otherwise modified from time to time)

Providing for the Assumption of Guaranteed Obligations
(Unlimited as to Aggregate Principal Amount)

 

 

EIGHTH SUPPLEMENTAL INDENTURE

EIGHTH SUPPLEMENTAL INDENTURE (this “Eighth Supplemental Indenture”), dated as of December 16, 2024, among Willis North America Inc., a Delaware corporation (the “Issuer”), Willis Towers Watson Public Limited Company, a company organized and existing under the laws of Ireland, Willis Towers Watson Sub Holdings Unlimited Company, a company organized and existing under the laws of Ireland, Willis Netherlands Holdings B.V., a company organized under the laws of the Netherlands, Willis Investment UK Holdings Limited, a company organized and existing under the laws of England and Wales, TA I Limited, a company organized and existing under the laws of England and Wales, Willis Towers Watson UK Holdings Limited, a company organized and existing under the laws of England and Wales, Trinity Acquisition plc, a company organized and existing under the laws of England and Wales, and Willis Group Limited, a company organized and existing under the laws of England, as guarantors (the “Guarantors”) and Computershare Trust Company, National Association, as successor to Wells Fargo Bank, National Association, as trustee (the “Trustee”), to the Indenture, dated as of May 16, 2017, among the Issuer, the Guarantors and the Trustee (as amended, supplemented, or otherwise modified from time to time, the “Indenture”). Unless otherwise defined herein, capitalized terms used herein shall have the respective meanings assigned to them in the Indenture.

RECITALS:

WHEREAS, the Issuer, the Guarantors and the Trustee have heretofore entered into the Indenture to provide for the issuance of the Issuer’s unsecured senior debentures, notes or other evidences of Indebtedness (the “Securities”);

WHEREAS, Section 8.01 of the Indenture permits a Guarantor to convey, transfer or lease its properties and assets substantially as an entirety to any Person, provided that, (a) except in the case of the Issuer, the successor Person shall be a Person organized and existing under the laws of any United States jurisdiction, any state thereof, England and Wales, Ireland, the Netherlands, Bermuda or any country that is a member of the European Monetary Union, and such Person shall expressly assume by supplemental indenture, all the obligations of such Guarantor under the Indenture and the Securities and immediately after such transaction no Event of Default shall have happened or be continuing and (b) the Issuer or such Guarantor, as the case may be, has delivered to the Trustee an Officers’ Certificate and an Opinion of Counsel, each stating that such conveyance, transfer or lease and supplemental indenture comply with Article Eight of the Indenture and all the conditions precedent stated therein have been complied with;

WHEREAS, Section 8.02 of the Indenture permits the predecessor corporation to be relieved of all obligations and covenants under the Indenture and the Securities after the conveyance or transfer of the properties and assets of such Guarantor substantially as an entirety in accordance with Section 8.01 and after the successor Person succeeds to, is substituted for, and becomes entitled to exercise every right and power of such Guarantor;

WHEREAS, Section 9.01(1) of the Indenture permits the Issuer, the Guarantors and the Trustee to enter into a supplemental indenture to the Indenture without the consent of the Holders of the Securities to evidence the succession of another Person to a Guarantor and the assumption by such successor Person of the covenants of the Guarantor in the Indenture and the Securities pursuant to Article Eight of the Indenture;

WHEREAS, the properties and assets of TA I Limited and Willis Towers Watson UK Holdings Limited are being transferred substantially as an entirety to Willis Investment UK Holdings Limited (the “WIUKHL Transfer”);

 

 

WHEREAS, the properties and assets of Willis Netherlands Holdings B.V. (together with TA I Limited and Willis Towers Watson UK Holdings Limited, the “Transferring Guarantors”) are being transferred (together with the WIUKHL Transfer, the “Transfers”) substantially as an entirety to Willis Towers Watson Sub Holdings Unlimited Company (together with Willis Investment UK Holdings Limited, the “Assuming Guarantors”);

WHEREAS, Willis Investment UK Holdings Limited desires to assume all of the Guaranteed Obligations of TA I Limited and Willis Towers Watson UK Holdings Limited, including all obligations of a Guarantor under Article Fifteen of the Indenture;

WHEREAS, Willis Towers Watson Sub Holdings Unlimited Company desires to assume all of the Guaranteed Obligations of Willis Netherlands Holdings B.V., including all obligations of a Guarantor under Article Fifteen of the Indenture;

WHEREAS, the Trustee has been directed by the Issuer to enter into this Eighth Supplemental Indenture to evidence the foregoing assumptions;

WHEREAS, the Trustee has received an Opinion of Counsel and an Officers’ Certificate, pursuant to Sections 1.02, 8.01 and 9.03 of the Indenture, stating, as applicable, that (a) the execution of the Eighth Supplemental Indenture is authorized or permitted by the Indenture, (b) the transfer of the Transferring Guarantors’ properties and assets substantially as an entirety to the applicable Assuming Guarantor and the Eighth Supplemental Indenture comply with Article Eight of the Indenture and (c) all conditions precedent (including any covenants compliance with which constitutes a condition precedent) provided for in the Indenture to such transaction and to the execution and delivery by the Trustee of the Eighth Supplemental Indenture have been complied with; and

WHEREAS, all things necessary to make this Eighth Supplemental Indenture a valid agreement of the Issuer, the Guarantors and the Trustee, in accordance with its terms, have been done.

NOW, THEREFORE, in consideration of the above premises, each party covenants and agrees, for the benefit of the other parties and for the equal and ratable benefit of all of the holders of the Securities, as follows:

ARTICLE 1

ASSUMPTION OF GUARANTOR OBLIGATIONS

Section 1.1 Assumption of Guarantor Obligations by Assuming Guarantors.

Upon consummation of the Transfers, the Assuming Guarantors hereby assume, subject to the terms thereof, the Guaranteed Obligations of a Guarantor under the Indenture and the Securities. Upon consummation of the Transfers, the Transferring Guarantors are hereby relieved of all obligations and covenants under the Indenture and the Securities pursuant to Section 8.02 of the Indenture.

Section 1.2 Guarantor Agencies.

The Assuming Guarantors hereby confirm all agency appointments made by a Guarantor under the Indenture.

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ARTICLE 2

MISCELLANEOUS

Section 2.1 Integral Part.

This Eighth Supplemental Indenture constitutes an integral part of the Indenture.

Section 2.2 Adoption, Ratification and Confirmation.

The Indenture, as supplemented and amended by this Eighth Supplemental Indenture, is in all respects hereby adopted, ratified and confirmed, and this Eighth Supplemental Indenture shall be deemed part of the Indenture in the manner and to the extent herein and therein provided. Except as expressly amended and modified by this Eighth Supplemental Indenture, the Indenture shall continue in full force and effect in accordance with its terms, provisions, and conditions thereof, including, without limitation, any and all rights, privileges, protections, limitations of liability, immunities, and indemnities of the Trustee thereunder. The provisions of this Eighth Supplemental Indenture shall, subject to the terms hereof, supersede the provisions of the Indenture to the extent the Indenture is inconsistent herewith. Reference to this Eighth Supplemental Indenture need not be made in the Indenture or any other instrument or document executed in connection therewith, or in any certificate, letter or communication issued or made pursuant to, or with respect to, the Indenture, any reference in any of such items to the Indenture being sufficient to refer to the Indenture as amended hereby.

Section 2.3 Counterparts.

This Eighth Supplemental Indenture may be executed in any number of counterparts, each of which so executed shall be deemed to be an original, but all such counterparts shall together constitute but one and the same instrument. The exchange of copies of this Eighth Supplemental Indenture and of signature pages by facsimile or PDF transmission shall constitute effective execution and delivery of this Eighth Supplemental Indenture as to the parties hereto and may be used in lieu of the original Eighth Supplemental Indenture for all purposes. Signatures of the parties hereto transmitted by facsimile or PDF shall be deemed to be their original signatures for all purposes. This Eighth Supplemental Indenture shall be valid, binding, and enforceable against a party only when executed and delivered by an authorized individual on behalf of the party by means of (i) any electronic signature permitted by the federal Electronic Signatures in Global and National Commerce Act, state enactments of the Uniform Electronic Transactions Act, and/or any other relevant electronic signatures law, including relevant provisions of the Uniform Commercial Code/UCC (collectively, “Signature Law”); (ii) an original manual signature; or (iii) a faxed, scanned, or photocopied manual signature. Each electronic signature or faxed, scanned, or photocopied manual signature shall for all purposes have the same validity, legal effect, and admissibility in evidence as an original manual signature. Each party hereto shall be entitled to conclusively rely upon, and shall have no liability with respect to, any faxed, scanned, or photocopied manual signature, or other electronic signature, of any party and shall have no duty to investigate, confirm or otherwise verify the validity or authenticity thereof. This Eighth Supplemental Indenture may be executed in any number of counterparts, each of which shall be deemed to be an original, but such counterparts shall, together, constitute one and the same instrument. For avoidance of doubt, original manual signatures shall be used for execution or indorsement of writings when required under the UCC or other Signature Law due to the character or intended character of the writings.

Section 2.4 Governing Law.

THIS EIGHTH SUPPLEMENTAL INDENTURE SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK. EACH OF THE ISSUER, THE PARENT GUARANTOR, THE EXISTING GUARANTORS, THE ASSUMING

3

 

GUARANTORS AND THE TRUSTEE IRREVOCABLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY AND ALL RIGHT TO TRIAL BY JURY IN ANY LEGAL PROCEEDING ARISING OUT OF OR RELATING TO THIS EIGHTH SUPPLEMENTAL INDENTURE OR THE TRANSACTIONS CONTEMPLATED HEREBY.

Section 2.5 Conflict with Trust Indenture Act.

If and to the extent that any provision of the Indenture limits, qualifies or conflicts with a provision required under the terms of the Trust Indenture Act, the Trust Indenture Act provision shall control.

Section 2.6 Effect of Heading and Table of Contents.

The Article and Section headings herein are for convenience only and shall not affect the construction hereof.

Section 2.7 Separability Clause.

In case any provision in the Indenture or in the Securities shall be invalid, illegal or unenforceable, the validity, legality and enforceability of the remaining provisions shall not in any way be affected or impaired thereby.

Section 2.8 Successors and Assigns.

All covenants and agreements in the Indenture by the parties hereto shall bind their respective successors and assigns, whether so expressed or not.

Section 2.9 Benefit of Indenture.

Nothing in this Eighth Supplemental Indenture or in the Securities, express or implied, shall give to any Person, other than the parties hereto, any Security Registrar, any Paying Agent, any Authenticating Agent and their successors hereunder, and the Holders of the Securities, any benefit or any legal or equitable right, remedy or claim hereunder or under the Indenture.

Section 2.10 The Trustee.

The Trustee makes no representation as to and shall not be responsible or liable in any manner whatsoever for or in respect of the validity or sufficiency of this Eighth Supplemental Indenture or for or in respect of the recitals contained herein, all of which are made solely by the Issuer and the Guarantors.

*****

[THE REMAINDER OF THIS PAGE HAS BEEN INTENTIONALLY LEFT BLANK]

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IN WITNESS WHEREOF, the parties hereto have caused this Eighth Supplemental Indenture to be duly executed, all as of the day and year first written above.

ISSUER

WILLIS NORTH AMERICA INC.

By: /s/ William Rigger
Name: William Rigger
Title: Authorised Officer

GUARANTORS

SIGNED AND DELIVERED FOR AND ON BEHALF OF AND AS THE DEED OF WILLIS TOWERS WATSON PUBLIC LIMITED COMPANY BY ITS LAWFULLY APPOINTED ATTORNEY

By: /s/ William Rigger
Name: William Rigger
Title: Treasurer

IN THE PRESENCE OF:- Elise le Clerc

/s/ Elise le Clerc
(WITNESS’ SIGNATURE)

51 Lime Street, EC3M 7DQ London, United Kingdom
(WITNESS’ ADDRESS)

Director of Risk Management
(WITNESS’ OCCUPATION

 

 

 

SIGNED AND DELIVERED FOR AND ON BEHALF OF AND AS THE DEED OF WILLIS TOWERS WATSON SUB HOLDINGS UNLIMITED COMPANY
BY ITS LAWFULLY APPOINTED ATTORNEY

By: /s/ William Rigger
Name: William Rigger
Title: Attorney

IN THE PRESENCE OF:- Elise le Clerc

/s/ Elise le Clerc
(WITNESS’ SIGNATURE)


51 Lime Street, EC3M 7DQ London, United Kingdom
(WITNESS’ ADDRESS)

Director of Risk Management
(WITNESS’ OCCUPATION

WILLIS NETHERLANDS HOLDINGS B.V.

By: /s/ William Rigger
Name: William Rigger
Title: Authorised Signatory

WILLIS INVESTMENT UK HOLDINGS LIMITED

By: /s/ William Rigger
Name: William Rigger
Title: Authorised Representative

TA I LIMITED

By: /s/ William Rigger
Name: William Rigger
Title: Authorised Representative

 

 

WILLIS TOWERS WATSON UK HOLDINGS LIMITED

By: /s/ William Rigger
Name: William Rigger
Title: Authorised Representative

TRINITY ACQUISITION PLC

By: /s/ William Rigger
Name: William Rigger
Title: Authorised Representative

WILLIS GROUP LIMITED

By: /s/ William Rigger
Name: William Rigger
Title: Authorised Representative

 

 

TRUSTEE

COMPUTERSHARE TRUST COMPANY, NATIONAL ASSOCIATION, AS TRUSTEE

By: /s/ Scott R. Little
Name: Scott Little
Title: Vice President

 

 

 

 

 

Exhibit 10.21

 

PRIVATE AND CONFIDENTIAL

 

15 May 2024

 

 

Dear Lucy

 

I am delighted to offer you a role with Willis Towers Watson (WTW) and enclose the terms of our offer of employment as we discussed. Following our assessment of your skills and capabilities we feel confident that you will make a valuable contribution to our business. We look forward to you joining us at WTW.

 

Your terms and conditions of employment are set out below. As you are currently in employment we would advise you that it is Company policy that we expect you to observe all duties and obligations owed to your previous and current employers and other third parties under contracts of employment and/or other agreements. In particular, the Company does not condone the removal, copying or retaining of confidential information of any former employer and any such conduct may result in disciplinary action. The Company will also expect you to observe any valid restrictive covenants applicable to you whilst they remain in effect. If you have any concerns or doubts as to your obligations you should seek legal advice.

 

TERMS AND CONDITIONS OF EMPLOYMENT

 

These terms and conditions and those provisions of the UK HR Policies, which are posted on the Company’s intranet site, and expressed to be contractual in effect, constitute your contract of employment. There are no collective agreements affecting your employment.

 

This contract is between Willis Group Services Limited, (“WGSL”, “the Company”, “WTW”, “we”, “us”, “our”) of 51 Lime Street, London EC3M 7DQ, England (registered company number 621757) and Lucy Clarke ("you”, “your”).

 

TITLE AND DUTIES

 

Your position with the Company will be at Level 23 (Executive) with the corporate job title of President, Risk and Broking, within our Risk and Broking line of business. During the term of your employment, you will report to Carl Hess, CEO of WTW, or his successor as CEO. You also agree that you will perform such additional or alternative duties or roles for the Company or the Group (hereinafter defined) as the Company may, for operational reasons, reasonably require and for as long as the Company may require provided always that you will continue to report to the CEO of WTW and any such duties are commensurate with your skills and seniority.

 

You further agree that the Company may, for operational reasons, assign its rights and transfer or delegate its obligations as your employer under this Agreement to any Group Company and you will execute all documents and do all things reasonably necessary to effect such assignment or transfer. In the event of such assignment or transfer, your terms and conditions will be no less favourable than those set out in this Agreement.

 

If you are employed in a Senior Manager or Certification role, this is governed by the Senior Managers and Certification Regime (SMCR) of the Financial Conduct Authority (FCA). The rules of the SMCR Regime apply to you and the FCA handbook can be found here https://www.fca.org.uk. You agree to discharge your duties in accordance with the provisions of the FCA handbook (as amended from time to time) and all tasks, duties and responsibilities required of you by the Company from time to time. Additionally, you must adhere to the Fitness and Propriety process (both on joining the Company and to participate in the annual Fitness and Propriety process) and also to adhere to the Good Conduct provisions of the FCA Handbook.

 

Further, you agree to comply with all Company policies (as amended from time to time) and in particular, those policies which apply to you specifically in your Senior Manager or Certification role. All policies may be found on the Company intranet.

 

1

 

 

 

 

 

WORK LOCATION

 

Please refer to the Global Work Styles Guidance or applicable local policy from time to time in force, which are available on the Company’s intranet site. Your work style under such policy shall be “hybrid”. You will be assigned to 51 Lime Street, London, EC3M 7DQ, and you must be available to attend the office to which you are assigned, at your manager’s discretion, to participate in key in-person meetings, networking, team building, and collaboration as required by your manager. Your normal place of work will be split between your assigned office location and your UK home based address, although you will also be required to work at office locations within the WTW group of companies (“the Group”) or client locations within and outside the United Kingdom as required in the performance of your duties. You may be transferred to work in any reasonable location within the Group. Your agreement to such a transfer will be sought unless in the reasonable opinion of the Company, the transfer does not necessitate you having to move home address. You confirm that you are not in breach of any covenant or agreement in doing work at your home. You are required to inform us as soon as possible if you change your home address. If your move will impact your reasonable ability to commute to your assigned office, you should discuss with your manager prior to the move.

 

If, at any time we consider the hybrid working arrangements to be unsatisfactory or the requirements of our business or your work changes such that hybrid working is no longer appropriate, we may give you one weeks’ notice or such other notice as is reasonable in the circumstances to change to an office based arrangement from our premises at 51 Lime Street, London, EC3M 7DQ.

 

SALARY

 

Your base salary will be £625,000 gross a year and will accrue at a daily rate. Your base salary, less any salary sacrifice arrangements you have made will be paid monthly in arrears in 12 equal instalments, by credit transfer to your bank account, subject to income tax and National Insurance deductions. Salaries are normally paid on or around the 25th of each month.

 

Salaries are normally reviewed in the first quarter of each financial year. If a salary increase is provided, this will normally take effect on 1 April. Your salary will next be reviewed in the first quarter of 2025.

 

SHORT TERM INCENTIVE PROGRAMME AND BONUS BUY OUT PAYMENTS

 

You will be eligible to participate in the WTW Executive Short Term Incentive Programme. The bonus year runs from 1 January to 31 December and bonuses are payable annually (usually in March). Your target bonus is 125% of your base salary and any bonus awarded will be based on individual performance and reflect the performance of the overall Company and your Segment during the relevant financial year.

 

In certain circumstances bonus payments may be prorated, for example, in line with base salary changes, part year periods of service or extended periods of absence, in accordance with applicable law. A current condition of eligibility to receive a bonus payment is that you are still in the Company’s service on the date of payment and not working out any period of notice, whether given or received. Any bonus payable under this programme is discretionary. The Company reserves the right to amend or terminate any and all bonus provisions at its sole discretion at any time with or without notice or replacement. More detail on the WTW Short Term Incentive Programme can be found on the Company’s intranet site.

 

Notwithstanding the above, and provided only that you have not voluntarily resigned or been dismissed for gross misconduct prior to the relevant payment dates, it is agreed that you will be entitled to the following payments (Bonus Buy Out Payments) subject to income tax and National Insurance deductions. These payments will not be included in the calculation of pay for any pay-related benefits:

 

•
Payment within 30 days of joining WTW in respect of your forfeited bonus payment in respect of 2023 performance up to £1.15 million depending on the amount of bonus forfeited subject to you providing us with satisfactory documentary evidence of the full or partial loss of your performance bonus for 2023; and
•
For the calendar year 2024 (payable in or around March 2025), payment of a bonus of up to 100% of your WTW target bonus depending on the amount of bonus forfeited (up to. £781,250) notwithstanding any part year period of service, subject to you providing us with satisfactory documentary evidence of the full or partial loss of your performance bonus for the period in 2024 that you remain with your current employer.

 

In the event you voluntarily leave the Company, or if you are dismissed for gross misconduct, before completing one full year of service with the Company, you must repay the Bonus Buy Out Payments in full within 14 days of your last day of employment. In the event you voluntarily leave the Company, or if you are dismissed for gross misconduct, after completing one full year but before completing two full years of service with the Company, you must repay 50% of the

 

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bonus buyout payments within 14 days of your last day of employment. You agree that the Company may deduct all or part of the Bonus Buy Out Payment from any outstanding salary payments.

 

 

WTW LONG TERM INCENTIVE PLAN

 

As a member of the executive committee, you will participate in the WTW Executive Long Term Incentive Plan (Plan) with an annual target grant award equivalent to 225% of your base salary (“the Award”), with the first grant commencing in April following your start of employment. The grant of any award under the Plan and/or the EIP Plan shall rest in the sole discretion of the WTW Human Capital and Compensation Committee or its appointed delegate, as applicable and if and to the extent approved and granted, any such Award will be subject to you signing and returning to the Company such additional documentation governing the offer, acceptance, approval and conditions of payment of the Award and the RSUs under the EIP Plan as the Company may reasonably require of you. For the avoidance of doubt the offer and grant of any award under the Plan or the EIP Plan shall not place an obligation on the Company to offer or provide a similar or any award in future years.

 

Notwithstanding the above, you will also receive, in the first available quarterly grant date following start of your employment:

1.
A grant of time-based restricted stock units (RSUs) with a grant date fair value of $3,000,000 (three million USD) in recognition of existing unvested LTI with your current employer that would have vested in 2025, 2026 and 2027 ($1.8 million USD), as well as the forfeiture of a 2024 grant ($1.2 million USD), pursuant to the terms of the WTW plc 2012 Equity Incentive Plan (“the EIP Plan”), vesting ratably over three years
2.
A sign on grant of time-based restricted stock units (RSUs) with a grant date fair value of $1,000,000 (one million USD), pursuant to the terms of the WTW, plc 2012 Equity Incentive Plan, vesting ratably over five years.
3.
Should your existing unvested LTI, vesting in February 2024, forfeit an additional buyout of $1.55 million USD will be granted as fully vested RSU’s at the time of the first available quarterly grant date following the start of your employment, subject to your providing satisfactory documentary evidence of the loss of any equity-based compensation related to your current employment requested by the Employer.

 

 

With respect to the award described in Item 3 above, in the event you voluntarily leave the Company, or if you are dismissed for gross misconduct, before completing one full year of service with the Company, you must repay the value of the award in full within 14 days of your last day of employment. In the event you voluntarily leave the Company, or if you are dismissed for gross misconduct, after completing one full year but before completing two full years of service with the Company, you must repay 50% of the value of the award within 14 days of your last day of employment. You agree that the Company may deduct all or part of the value of the award from any outstanding salary payments.

 

 

START DATE OF EMPLOYMENT AND NOTICE

 

Your employment under this contract will start on approximately 22 July 2024, to be confirmed following resignation with your current employer.

 

No employment with a previous employer will count as a part of your period of continuous employment with us.

 

The Company or you may terminate this employment on twelve months written notice unless your employment is lawfully terminated without notice for disciplinary reasons. The Company shall not be obliged to provide you with work at any time after notice of termination. The Company may, at its discretion, make a payment in lieu of all or part of your notice period (including core benefits) and/or during any such notice period require you to comply with such conditions as the Company may specify in relation to your duties, attending or remaining away from the place of business of the Company and/or communicating with any clients, suppliers, prospective clients or employees of the Company. You will be required to take any outstanding holiday during this period, agreeing the days in advance with management.

 

On termination of your employment for whatever reason you must immediately return to the Company all Company and Group property in your possession or control including, but not limited to, reports, documents, computer disks, working papers and any other information (in whatever form) received in the course of your employment.

 

HOURS OF WORK

 

Your normal working hours will be 35 per week. These hours will be worked in the following pattern, Monday to Friday 7 hours per day. Our standard hours are from 9am to 5pm with one hour unpaid for lunch, although work demands may make it necessary for you to work outside of these hours and for longer periods (including evenings and weekends).

 

You agree that the average 48 hours per week working time limit under the Working Time Regulations 1998 will not apply to your employment under this contract. You can opt-out of this agreement by giving the Company four weeks’ prior notice in writing.

 

 

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SEVERANCE

 

You will be eligible to participate in the WTW Public Limited Company Severance and Change in Control Pay Plan for Non-US Executives (the Executive Severance Plan), subject to its terms and conditions, as may be amended from time to time in the sole discretion of the Board of Directors or the Human Capital and Compensation Committee. In the event that your employment relationship is involuntarily terminated for any reason other than Cause (defined in the Executive Severance Plan), you will be eligible for severance as follows:

 

Non-Change in Control Severance Benefits

Upon an Involuntary Termination not in connection with a Change in Control, a participant is entitled to an amount equal to 12 months of base salary + 1 times target bonus for the year of termination (generally payable in 12 monthly installments).

Change in Control Severance Benefits

Upon a Qualifying Termination in connection with a Change in Control, a participant is entitled to (i) an amount equal to 24 months of base salary + 2 times target bonus for the year of termination (generally payable in a lump sum payment), and (ii) a pro-rata portion of the bonus payable for the year of termination (based on actual attainment level).

 

If you ever become eligible to receive any severance payments described in this provision, you agree that such severance payments are contingent upon your execution of a Severance Agreement and Release in the form the Company provides. Your acceptance of these severance payments shall constitute your knowing and voluntary waiver of any right or claim to receive severance benefits from WTW (or any of its affiliates) under any severance benefit plan that WTW (or any of its affiliates) may maintain at the time of your employment termination.

 

You will not be eligible to receive any of the severance benefits described in this provision if you terminate your employment voluntarily or if you are terminated by the Company with Cause as defined in the Executive Severance Plan.

 

Copies of the current version of the Executive Severance Plan document and term sheet are attached as appendices to this agreement for your reference.

 

CHANGE OF CONTROL

 

In the event of a Change of Control (as defined in the Executive Severance Plan), you may resign by providing the Company with at least three months’ notice but may not leave the Company prior to 30 days following the effective date of a Change in Control. In such event, you will be entitled to the following (which shall not be subject to the repayment obligations set out in this contract):

 

1.
Payment in lieu of your remaining notice period under this contract of employment (up to 12 months);
2.
To the extent not already paid and/or vested, immediate payment and/or accelerated vesting in respect of:
a.
the Hiring Bonus;
b.
the two guaranteed payments in respect of 2023 and 2024 specified in the 'SHORT TERM INCENTIVE PROGRAMME AND BONUS BUY OUT PAYMENTS' clause above;
c.
all buy out amounts specified in points 1. to 3. under the ‘WTW LONG TERM INCENTIVE PLAN' clause above;

 

In the event that accelerated vesting is not available under any of the applicable scheme rules, the Company agrees to make a payment in lieu of all such unvested amounts.

 

Nothing in this clause replaces or in any way affects any entitlement that you may have in such circumstances to any severance pay, whether under the Executive Severance Plan (incorporated herein as Exhibit A) or otherwise.

 

PENSION AND BENEFITS

 

You are eligible to join the Company’s master trust pension arrangement known as ‘LifeSight’ (“Plan”). You will be automatically enrolled into the Plan when you join the Company but you have the right to opt out from membership. If you wish to make additional personal contributions to the Plan you must elect to do so. If you choose to opt out you will be automatically enrolled periodically in the Plan, if required under the automatic enrolment requirements as currently required by the Pension Act 2008. For further details regarding the Plan and any benefit arrangements you may be entitled to, please refer to the Benefits Guide linked below.

 

Benefits Guide: https://learning.elucidat.com/course/61fd19252771c-620111bd2ff3c

 

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During your employment and for at least six years following termination of your employment, you shall be entitled to be covered by a policy of directors' and officers' liability insurance on terms no less favourable than those in place from time to time for other members of the Board.

 

ANNUAL LEAVE

 

The Company's holiday year runs between 1 January and 31 December. If your employment starts or finishes part way through the holiday year, your holiday entitlement during that year shall be calculated on a pro-rata basis. You will be entitled to 25 Days paid annual leave per calendar year in addition to all bank and public holidays or the pro-rated equivalent if you work part time.

 

Any leave taken is to be agreed in advance with your manager. Full details of the WTW policy and how to record your holiday and bank and public holidays are set out on the Company’s intranet site. Please familiarise yourself with this as soon as possible on joining

 

ABSENCE DUE TO ILLNESS OR INJURY

 

Subject to compliance with the Short Term Sickness Absence policy, you will be eligible to receive Company Sick Pay. The level of Company Sick Pay varies according to your length of service and full details of the policy are set out on the Company’s intranet site.

 

The Sick Pay policies on the Company’s intranet site and/or any payments or provisions you receive or are eligible for in relation to them, do not in any way limit the ability of WTW to terminate your employment in accordance with the notice provisions of this contract for any reason at any time (including, for example, because of redundancy or conduct or for any other reason) even though this would bring any payments (or eligibility for payments) to an end. The Company will not, however, terminate your employment solely to remove any eligibility which you may have.

 

HEALTH AND SAFETY

 

You agree to comply with all health and safety guidelines and instructions which we may give to you from time to time and to complete without delay all health and safety questionnaires that we may send to you from time to time and these may include a risk assessment of your home or remote working environment if you are a remote or hybrid workstyle.

 

LEGAL OBLIGATIONS TO PRIOR EMPLOYERS AND OTHER THIRD PARTIES

 

WTW requires its employees to honour their legal obligations to their prior employers (just as we expect you will honour your ongoing legal obligations to WTW should you leave our employ). Therefore, as a condition of your employment by WTW, you must not bring with you from your current or former employer(s) any confidential or proprietary business information or copies of such information; and you may not reveal to WTW or any of our employees or use on behalf of WTW any confidential or proprietary information belonging to any prior employer or other third party, unless you have been expressly authorized by the owner of such information to do so in writing.

 

Further, if you have any written agreement with an existing or former employer that contains contractual restrictions that may continue to apply to you at any time during your employment with WTW, you must provide us with a copy of any such agreement immediately. This offer and your employment with WTW is, therefore, necessarily contingent upon your ability to comply with any restrictions and to satisfy any other conditions necessary to ensure your ability to accept this offer of employment. To the extent such restrictions exist, you agree to comply with those restrictions fully and to satisfy any other conditions necessary to ensure your ability to accept this offer of employment. By accepting this offer, you certify that you have disclosed to WTW all contractual or other restrictions that may affect your ability to fully perform the duties and responsibilities of your position in the location for which you are being hired, and that you have provided to WTW copies of all written contracts, correspondence or other documents that materially relate to any such restrictions.

 

If, after you commence employment, any of your specific job responsibilities or activities on behalf of WTW are or might reasonably be construed to conflict with your obligations to any of your prior employers, you will be required to notify us immediately and to observe any instructions we give you in that regard, including refraining from soliciting or serving any particular organization, if required to do so. While WTW will cooperate with your efforts to comply with your obligations, please keep in mind that compliance with your contractual obligations remains your personal responsibility. If you have any questions regarding these requirements, please contact your recruiter.

 

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WTW RESTRICTIVE COVENANTS

 

The restrictive covenants applicable to your employment are set out at Appendix 1.

 

 

DEFENCE AND INDEMNIFICATION

 

If you have entered into an agreement with any prior employer that purports to place restrictions on your professional and business activities following your separation of employment from such prior employer, you agree that you will disclose such agreement to WTW and will abide by all legally enforceable terms and conditions of any such agreement. This is not to imply that either you or WTW concedes that such agreement is valid or enforceable and, for the avoidance of doubt, it is understood that you have every intention of complying with all such restrictions. Similarly, until your employment with your prior employer terminates, you will also continue to owe both express and implied contractual and/or other duties to your prior employer which restrict any activities in connection with your intended employment with WTW and our business activities. For the avoidance of doubt, you are required as a term of this offer letter to comply with those duties fully and have no involvement with any WTW business activities until you are legally free to do so. Nevertheless, a prior employer can attempt to assert a claim or suit regardless of the lack of merit of such claim or suit and regardless of the enforceability or unenforceability of any agreement which forms the basis of any such claim or suit. The Company agrees that in the event that your prior employer files, or threatens to file, a suit against you for money damages or for equitable relief of any kind, in connection with any event or act that allegedly occurred in connection to your employment with WTW, then WTW will defend and indemnify you as to all costs, expenses, reasonable attorneys’ fees, judgments, and settlements related to such suit or threatened suit against you to the extent that (i) such suit or claim arises out of your recruitment by and/or any business activity for WTW, (ii) you are not found to be in material breach of the terms of this offer letter or your employment terms and conditions with WTW, (iii) such suit or claim does not arise out of your failure to follow the written directions of the Company; and (iv) you have not misappropriated and are not found by a Court to have misappropriated any confidential or proprietary information of your prior employer(s). WTW will seek to agree with you who to appoint as counsel but will ultimately have full discretion to select counsel, and you must cooperate with that Company-appointed counsel to continue to receive any indemnification benefits and WTW will have full claims control including the right to settle any claims brought at its absolute discretion.

 

CONFIDENTIAL INFORMATION

 

During your employment, you will have access to confidential information belonging to WTW, the group, its clients and employees. You shall not either during your employment with us or at any time after its termination (however arising) use or disclose to any person, company or other organization whatsoever any Confidential Information (except (i) in the proper course of your duties; (ii) as may be required by law or to any regulatory authority; (iii) to engage in activities protected under any applicable whistleblower legislation; or (iv) to comply with any regulatory duty to which you may be subject). “Confidential Information” includes but is not limited to information concerning the Company’s business, operations, products, markets, marketing strategies, research activities, trade secrets, technical know-how, product formulations or techniques, pricing policies, names or lists of employees, clients or prospective clients and their insurance or commercial affairs or any other matters pertaining to them, any document marked “confidential” or “secret” or which the Company or any associated company may reasonably regard as confidential and revealed to you in the course of your employment which has not come into the public domain.

 

INTELLECTUAL PROPERTY

 

All Works and IP Rights (as defined below) and all materials embodying them are the property of the Company.

 

To the extent permitted by law you hereby irrevocably and unconditionally waive in favour of the Company, its licensees and successors in title, all current and future moral rights (or similar rights existing in any part of the world) which you may have in respect of any Works. and agree not to support, maintain or permit any claim for infringement of moral rights.

 

Your salary already includes compensation for any such Works and IP Rights without prejudice to any statutory rights you may have. You will sign and deliver all papers, including patent applications, and do anything else requested by the Company (both during and after your employment has ended with the Company), as may be necessary to vest appropriate title to such Works and IP Rights (including materials and inventions) in WTW and to protect and maintain the Works and any IP Rights (registered or unregistered, and including assistance in any validity, infringement or other proceedings relating to such IP Rights). To the extent that legal title in and to any Works and IP Rights does not vest in the Company automatically you hereby assign and shall assign immediately on their creation all such Works and IP Rights to the Company and agree that, pending such assignment, you hold such Works and IP Rights on trust for the Company.

 

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You further agree to:

 

•
give the Company full written details of all Works and/or IP Rights promptly on their creation;

 

•
at the request of the Company and in any event on the termination of your employment to give the Company all originals and copies of correspondence, documents, papers and records on all media which record or relate to any of the Works and/or IP Rights;

 

•
keep all Works (and any part thereof) confidential unless the Company has consented in writing to its disclosure by you; and

 

•
not to attempt to obtain any registered intellectual property rights in or over any Works unless requested to do so by the Company.

 

“IP Rights” means intellectual property rights in the Works, including rights to inventions, patents, trade marks and domain names, rights in get-up, goodwill and the right to sue for passing off, unfair competition rights, rights in designs, rights in computer software, database rights, rights to use and preserve the confidentiality of information (including know-how and trade secrets),copyright and related rights and any other intellectual property rights, in each case whether registered or unregistered and including all applications (or rights to apply) for and rights to be granted, renewals or extensions of, and rights to claim priority from, such rights and all similar or equivalent rights or forms of protection which subsist or will subsist now or in the future in any part of the world.

 

“Works” includes any inventions, models, designs, drawings, plans, software, reports, proposals, published or unpublished written materials, copyright works or new developments written or conceived (personally or in conjunction with others) at any time in the course of your employment with the Company, whether or not during working hours or using the Company’s premises or resources, and whether or not in material form.

 

YOUR SERVICE TO WTW

 

Without the prior approval in writing from an authorised representative of WTW, you undertake not to do work on your own behalf or on behalf of any other person or company. You may not be in any way directly or indirectly engaged, concerned or interested in any other business, undertaking or occupation. You are not permitted to engage in any activity, which might interfere with the performance of your duties or which may cause a conflict of any interest owed by you to the Company or any company in the group. During your employment you will:

 

•
devote your full time attention and abilities to your job duties;

 

•
keep WTW properly and regularly informed about the business of WTW and your activities in that business; and

 

•
promote and protect the interests of WTW and the Group, always giving it the full benefit of your knowledge, expertise and skill and not knowingly or deliberately do anything which is to its detriment including having any direct or indirect involvement in:

 

a.
any situation whereby work or business opportunities are or may be diverted away from WTW; or

 

b.
discussions with any other employees of WTW, head-hunters or potential employers about leaving the employment of WTW as part of a team of more than one person to join a new employer; and

 

c.
you will immediately notify WTW if you become aware of or involved in anything which adversely affects or may adversely affect the business, interests or reputation of WTW or the Group; and, in each case, you will cooperate with WTW in any investigation which it may decide to carry out.

 

 

 

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ERRORS AND OMMISSIONS

 

During [and following termination of] your employment you agree to provide WTW with full co-operation and assistance where necessary in relation to any work carried out by you during your employment with WTW, including but not limited to:

 

•
providing information and a factual explanation of your involvement in any matters which require your co- operation and/or assistance;

 

•
meeting with WTW’s counsel to answer questions regarding any claims brought by or against WTW; and

 

•
providing statements of evidence, affidavits and meeting in person with WTW’s counsel in order to be prepared for any evidence that you may be required to provide.

 

In respect of actual or potential errors and omissions, participate in deposition, arbitration and/or hearing preparation meetings with WTW’s counsel as required and to provide testimony and to allow WTW’s counsel to act as your counsel during the aforementioned preparation meetings and any hearings (payment of counsel’s fees to be made by WTW); and additionally, to the extent necessary, you will make available other information, statements of evidence and affidavits to WTW’s counsel as needed provided however:

 

•
WTW agrees to provide as much advance notice as possible to you regarding such assistance; and

 

•
if the claim does not settle or otherwise resolve, and if requested by WTW by giving you no less than three weeks’ notice of trial, you will give trial and/or arbitration testimony, and you will meet with WTW’s counsel for preparation for such testimony.

 

WTW will pay the reasonable costs incurred by you in [co-operating as required above following the termination of your employment including] participating in any deposition and/or hearing preparation meetings, providing the deposition and/or hearing testimony in the claim, and any trial and/or arbitration testimony and preparation are in accordance with WTW’s expense management policy in force from time to time.

 

DATA PROTECTION

 

You acknowledge that WTW may collect, use, hold, access, and otherwise process your personal information. Further information regarding personal information protection is contained in the Global Employee Personal Information Protection Notice set out on the Company’s intranet site.

 

During your employment, you may have access to personal information of others. You may only access personal information that is necessary for the performance of your work duties. At all times, you must maintain the confidentiality of the personal information that you have access to and cannot share, disclose or otherwise transfer any personal information to any unauthorized third parties. You agree to comply with all relevant data protection policies, including the Global Privacy Policy.

 

DISCIPLINARY AND GRIEVANCE PROCEDURES

Our disciplinary and grievance procedures are set out on the Company’s intranet site. These procedures do not form part of your contract.

 

DEDUCTIONS

 

You authorise us to deduct, from any monies that we owe or are due to pay to you, whether or not actually paid under these terms, any sums including overpayments that you owe to us.

 

EXPENSES

 

We are not responsible for the associated costs of you working remotely or from home, including utility costs, landline telephone line rental and call charges and broadband internet access charges. For the avoidance of doubt, we shall not reimburse travel expenses from your home to your assigned office.

 

REGULATORY REQUIREMENTS

 

You are required to comply with all reasonable requests, instructions and regulations (whether statutory or otherwise) which apply to your employment from time to time including any relevant requirements of the FCA and/or any other relevant regulator, including maintaining and demonstrating competence for your role. It is your responsibility to

 

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familiarise yourself with all such regulations and requirements as made available to you by the Company.

ENTIRE AGREEMENT

 

Save where otherwise stated to the contrary this agreement contains the entire agreement and understanding between us and supersedes any previous contract of employment and/or statement of terms and conditions of employment between us whether oral or written. In addition, the contents of the UK HR Policies posted on the Company’s intranet site where they are expressed as contractual, form part of your contract of employment.

 

The Company reserves the right to make reasonable changes to any terms of your employment and the UK HR Policies on the Company’s intranet site, for example, to reflect changes in legislation, case law and normal working practices and you agree to be bound by those amendments. You will be provided with notice of any substantial changes by letter or by internal e-mail; more minor or cosmetic changes will be notified to you through the HR pages on the Company’s intranet site.

 

GOVERNING LAW AND JURISDICTION

 

This contract will be construed in accordance with English law and you and we irrevocably submit to the exclusive jurisdiction of the English Courts to settle any disputes which may arise in connection with this contract save as expressly set out in any of the plans referred under the Long Term Incentive plan section above.

 

CONDITIONS OF OFFER

 

This offer of employment is conditional on your satisfying the additional conditions as set out below:

 

Accuracy of Information: The information you provide to us about yourself must be accurate and up-to-date. We will make enquiries either directly or by using a third party in order to make the necessary verifications. By accepting this offer, you consent to us making such enquiries either directly or via an authorised third party and to the release of any necessary information for the purpose of verification.

 

Eligibility to Work in the United Kingdom: That you are, and continue to be, legally entitled to work in the UK and (prior to the commencement of your employment), you providing the Company with documentary evidence of your right to work in the UK in compliance with the requirement of the Immigration Nationality and Asylum Act 2006. Please provide a copy of your documentation confirming your right to work in the United Kingdom. A Supporting Documents List is available in the Onboarding Portal. You should bring the original documents on your first day of employment. You will notify the company immediately if you cease to be entitled to work in the UK at any time during your employment.

 

References and Pre-Employment Background Investigations: WTW has engaged a third party agent to collect and process certain personal information about you in order to conduct references and background checks in connection with your application for employment. WTW must be satisfied with the investigations it carries out on the references, past-employment and education history you provide. In addition, it must be satisfied with its checks on criminal and police records and licensing checks, which includes those maintained by both public and private sector organisations to the fullest extent permitted by law. WTW will conduct the appropriate background checks either directly or via a third party and WTW may warrant to clients that such checks have been conducted.

 

Pre-Employment Health Assessment Questionnaire: Our occupational health provider will shortly contact you with instructions to complete an online pre-employment health questionnaire. The purpose of the questionnaire is to see whether you have any health problems that could affect your ability to undertake the duties of the role you have been offered or place you at any risk in the workplace. The results are confidential and are not shared with WTW, except to the extent to which WTW may need to recommend adjustments or assistance as a result of this assessment to enable you to perform the role you have been offered.

 

Code of Conduct: All WTW employees are required to apply the highest ethical and professional standards to their work as reflected in the Company’s Code of Conduct, a copy of which is available on the Company’s intranet site, and also on the Onboarding Portal. This Code clarifies rules you are expected to follow in performing your job in accordance with a commitment to the principles of integrity, respect and professionalism. You will be required to acknowledge, via electronic signature, that you have received, read and understood the Code and that you agree to adhere to it on the Onboarding Portal. This offer of employment is conditional upon your acknowledgement.

 

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This offer will remain open for 7 days from the date this letter is received. Please contact Kristy Banas if you have any questions regarding this offer.

 

We look forward to you joining us soon.

Yours sincerely

 

img203708268_0.jpg

Kristy Banas

Chief Human Resources Officer

 

I hereby confirm my acceptance of this contract dated 15 May 2024.

 

Signed /s/ Lucy Clarke

Print Name Lucy Clarke

Date 28 May 2024

 

 

 

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APPENDIX 1

 

RESTRICTIVE COVENANTS CLAUSE

 

You acknowledge that whilst performing your duties for the Company or for any company within the Group you are trusted with information, knowledge, and know-how concerning the business and operations conducted by the Company. You therefore agree the following obligations are reasonable and necessary to protect the legitimate business interests of the Company and/or other companies within the Group.

 

For a period of 12 months after you leave the Company’s employment for whatever reason (voluntary or involuntary) less any period during which you are not required to attend for work pursuant to any agreed garden leave arrangements you shall not without the prior written consent of the Company, whether on behalf of yourself or any other person, firm or company in competition with the Company or the Group, directly or indirectly:

 

•
solicit ; or
•
seek to procure orders from ; or
•
provide services to; or
•
transact or handle Business or otherwise deal with; or
•
approach, canvass or entice away from the Company or the Group; or
•
participate in client relationship management activities with respect to

 

the Business of any Client (or additionally, in respect of sub paragraphs i) and ii), a Prospective Client) of the Company or the Group with whom in the course of your duties you or any person who reports directly or indirectly to you have had material dealings at any time during the 12 months prior to the end of your employment.

 

For a period of 12 months after you leave WTW’s employment for whatever reason (voluntarily or involuntarily) you will not directly or indirectly encourage, solicit or induce any employee of the Company or the Group with whom you have worked in the 24 months prior to the termination of your employment to leave his or her employment where the departure is intended for the benefit of you or your new employer or any other organisation carrying on a business in competition with the Company or the Group.

 

The parties agree that the failure to comply with the covenants set forth in this clause and the Confidential Information clause of this contract cannot be reasonably or adequately compensated in damages in an action at law and breach of these provisions will cause WTW irreparable harm. Therefore, in addition to the other remedies which may be available to it, in law or in equity, WTW shall be entitled to injunctive relief with respect to a breach any of the covenants set forth in this clause and the Confidential Information clause of the contract.

 

The Parties agree that if any court or other competent authority finds a covenant set forth in this clause and the Confidential Information clause of the contract unenforceable with respect to scope or duration, the court or other authority will modify the covenant to make it enforceable to the maximum extent permitted by law.

 

Each part of this clause constitutes an entirely separate and independent restriction. If any part of this clause is held illegal, invalid or unenforceable, in whole or in part, it will not affect the validity of the remainder of this clause and any part held illegal, invalid or unenforceable will not be considered terminated, but will be amended to the extent necessary to make it valid and enforceable.

 

The failure of WTW to enforce any term of this clause or to require the performance of any provision hereof will not be considered a waiver of such term or of WTW’s right to enforce the same or other terms of this clause.

 

For the purpose of this clause the following definitions shall apply:

 

“Business” means the business of a type carried on by the Company or by any other company in the Group at the date your employment terminates.

 

“Company” means your employing entity, any company in the Group and any predecessor and/or assigns thereof. “Group” means the Company and any parent undertaking and/or associated undertaking of the Company.

 

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“Client” means any person, firm, company or other organisation who or which as at the date your employment terminates or at any time during the 12 months prior to that date:

 

•
gives or is in the habit of giving instructions directly or through an Intermediary to the Company or any other company in the Group concerning the Business; or
•
is supplied or is in the habit of being supplied directly by the Company or any company in the Group or indirectly through an Intermediary with services relating to the Business; or
•
is an insured or reassured or an Intermediary having influence over the introduction or facilitation of securing of the Business with the Company or any other company in the Group; or
•
were directly or indirectly solicited by you and/or to which you directly or indirectly provided services and/or directly or indirectly participated in any client relationship management activities.

 

“Intermediary” means any person, firm or company by or through or with whom or which the Business is introduced and/or facilitated on behalf of an insured or reassured whether or not such intermediary derives any financial benefit from the arrangement.

 

“Prospective Client” means any person, firm, company or other organisation engaged in substantive negotiations (which have not yet finally been concluded) with the Company or with any other company in the Group in the 12 month period up to the date your employment terminates for the supply of services by the Company or any other company in the Group in relation to the Business and in which negotiations you were directly or indirectly involved.

 

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Exhibit A

WTW

Severance and Change in Control Pay Plan (Non-US Executives)

This term sheet summarizes the material terms of the WTW Severance and Change in Control Pay Plan for Non-US Executives (the “Plan”). For reference purposes, certain key definitions in the Plan are set forth in a schedule that is attached hereto as Appendix A.

 

Eligibility

Section 16 officers; if a participant ceases to be a Section 16 officer, the participant will cease participation in the Plan effective as of the first anniversary of any such change in status.

Plan Benefits

Severance benefits are payable under the Plan in the event of an Involuntary Termination (defined below) not in connection with a Change in Control of WTW, and enhanced severance benefits are payable where there is a Qualifying Termination (defined below) in connection with a Change in Control of WTW.

The severance benefits are intended to supersede and be in lieu of similar benefits payable under the participants’ employment agreements/offer letters. The severance benefits payable under the Plan will be offset by statutory severance benefits to which the participant may be entitled.

Non-CIC Severance Benefit Trigger

Severance benefits are payable upon an “Involuntary Termination,” which means an involuntary termination by WTW of a participant’s employment other than for Cause and other than as a result of the participant’s death or disability. (The definition of “Cause” is set forth in Appendix A.)

CIC Severance Benefit Trigger

A Qualifying Termination (defined below) that occurs during the period commencing 6 months prior to a Change in Control and ending on the date that is 24 months following a Change in Control.

A “Qualifying Termination,” means:

•
an Involuntary Termination; or

 

•
resignation by a participant for Good Reason.

 

(The definitions of “Cause” and “Good Reason” are set forth in Appendix A.)

Non-CIC Severance Benefits

Upon an Involuntary Termination not in connection with a Change in Control, a participant is entitled to an amount equal to 12 months of base salary + 1 times target bonus for the year of termination (generally payable in 12 monthly installments).

CIC Severance Benefits

Upon a Qualifying Termination in connection with a Change in Control, a participant is entitled to (i) an amount equal to 24 months of base salary + 2 times target bonus for the year of termination (generally payable in a lump sum payment), and (ii) a pro-rata portion of the bonus payable for the year of termination (based on actual attainment level).

Equity Awards

Equity award vesting acceleration treatment is not included in the Plan and will be addressed separately on an annual basis and set forth in the participant’s equity award agreements.

Release Requirement

A release of claims by the participants against WTW is a condition to receiving the severance benefits under the Plan.

Change in Control

The definition of Change in Control under the Plan generally is consistent with the definition under WTW’s 2012 Equity Incentive Plan, except that the definition has been clarified to provide that certain events (e.g., merger, consolidations, combinations or similar transactions) resulting in the acquisition of 50% of the beneficial ownership of WTW stock would result in a Change in Control.

(The definition of “Change in Control” is set forth in Appendix A.)

Code Section 280G “Better Of” Provision

If the severance benefits payable under the Plan are subject to certain IRS parachute pay provision excise taxes (Section 280G/4999 of the Code), then the benefits under the Plan will be reduced to avoid the imposition of the excise tax only to the extent that the after-tax benefit would be greater than if the severance benefits were not reduced.

Amendment and

The Plan may be amended or terminated at the sole discretion of the Board or

 

 

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Eligibility

Section 16 officers; if a participant ceases to be a Section 16 officer, the participant will cease participation in the Plan effective as of the first anniversary of any such change in status.

Termination

Compensation Committee upon one year’s prior notice to the participant for any Plan termination or amendment that materially and adversely impacts the right of the participant under the Plan, except that the Plan may not be terminated or amended once WTW enters into a definite binding agreement, the consummation of which would result in a Change in Control.

 

APPENDIX A - Definitions

“Cause” means: the Participant’s (i) gross or chronic neglect or negligence in the performance of the Participant’s employment duties with respect to the Company or its Subsidiaries having been provided reasonable notice of such neglect or negligence and a period of at least ten (10) days after the Participant’s receipt of such notice to cure and/or correct such performance neglect or negligence, (ii) willful misconduct in connection with the Participant’s employment which is injurious to the Company or its Subsidiaries (willful misconduct shall be understood to include, but not be limited to, any breach of the duty of loyalty owed by the Participant to the Company or its Subsidiaries), (iii) conviction of any criminal act (other than minor road traffic violations not involving imprisonment), (iv) breach of any of the Participant’s restrictive covenants and other obligations as provided in the Participant’s employment agreement (if any), or any other non-compete agreement and/or confidentiality agreement entered into between the Participant and the Company or any of its Subsidiaries (other than an insubstantial, inadvertent and non-recurring breach), or (v) violation of any material written Company policy, which includes any policy regarding sexual harassment, after reasonable notice and an opportunity to cure such violation (if curable as determined by the Board) within ten (10) days after the Participant’s receipt of such notice.

“Change in Control” means:

i.
the acquisition (whether by purchase, merger, consolidation, combination or other similar transaction) of ownership, directly or indirectly, beneficially or of record, by any Person or group of Persons of the Ordinary Shares representing more than 50% of the aggregate voting power represented by the issued and outstanding Ordinary Shares; or
ii.
occupation of a majority of the Board (other than vacant seats) by Persons who were neither (A) nominated by the Board nor (B) appointed by members of the Board so nominated; or
iii.
the consummation of a sale or other disposition of all or substantially all of WTW’s assets in any single transaction or series of related transactions.

For the avoidance of doubt, a transaction shall not constitute a Change in Control (x) if effected for the purpose of changing the place of incorporation or form of organization of the ultimate parent entity of the WTW or its Subsidiaries (including where WTW is succeeded by an issuer incorporated under the laws of another state, country or foreign government for such purpose and whether or not WTW remains in existence following such transaction) and (y) where all or substantially all of the Person(s) who are the beneficial owners of the outstanding voting securities of WTW immediately prior to such transaction will beneficially own, directly or indirectly, all or substantially all of the combined voting power of the outstanding voting securities entitled to vote generally in the election of directors of the ultimate parent entity resulting from such transaction in substantially the same proportions as their ownership, immediately prior to such transaction, of such outstanding securities of WTW.

“Good Reason” means that one or more of the following events has occurred without the Participant’s written consent: (i) a material adverse diminution in the Participant’s position, authority or responsibilities or the assignment to Participant of duties or responsibilities which are materially inconsistent with the Participant’s position; (ii) a material reduction in the Participant’s monthly base salary or target annual incentive plan percentage; or (iii) the Participant is required to relocate the Participant’s primary work location of record, either (A) if the Participant is designated to work primarily at a Company office, to an office outside a radius of fifty (50) miles from the Participant’s current office location, or (B) if the Participant is designated to work primarily on a “remote” basis, to any office or location that is not materially consistent with the Participant’s remote work arrangement. The Participant may not resign or otherwise terminate the Participant’s employment for any reason set forth above as Good Reason unless the Participant first notifies the Employer in writing describing such Good Reason within ninety (90) days of the first occurrence of such circumstances, and, thereafter, such Good Reason is not corrected by the Employer within thirty (30) days of the Participant’s written notice of such Good Reason, and the Participant actually terminates employment within ninety (90) days following the expiration of the Employer’s 30-day cure period described above.

 

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Exhibit B

 

WTW

SEVERANCE AND CHANGE IN CONTROL PAY PLAN FOR NON-US EXECUTIVES

(Adopted March 8, 2020 and as amended June 5, 2020 and February 22, 2022)

 

The purpose of the WTW Public Limited Company Severance and Change in Control Pay Plan for Non-US Executives, as amended from time to time (the “Plan”), is to better provide for the retention of key executives through providing them with a higher degree of financial security, on the terms and conditions hereinafter stated. The amended and restated Plan shall be effective as of February 22, 2022 (the “Effective Date”); provided that, any change to the terms of the Plan pursuant to this amendment and restatement that materially and adversely impacts the right of a Participant under the Plan shall not be effective until the first anniversary of the Effective Date, in accordance with Section 5.01.

ARTICLE I

DEFINITIONS

 

Section 1.01 As used in this Plan, the following terms shall have the respective meanings set forth below:

(a)
“409A CIC” shall have the meaning ascribed to such term in Section 4.04 of the Plan.
(b)
“Accountants” shall have the meaning ascribed to such term in Section 6.04 of the Plan.
(c)
“AFR” shall have the meaning ascribed to such term in Section 6.05 of the Plan.
(d)
“Beneficial Owner” shall have the meaning set forth in Rule 13d-3 under the Exchange Act.
(e)
“Board” means the Board of Directors of WTW.

 

(f)
“Bonus” means the annual bonuses payable pursuant to the Company’s Annual Incentive Plan or such other plan that provides for the payment of annual incentive bonuses as may be, from time to time, authorized by the Board or the Compensation Committee.

 

(g)
“Cause” means: the Participant’s (i) gross or chronic neglect or negligence in the performance of the Participant’s employment duties with respect to the Company or its Subsidiaries having been provided reasonable notice of such neglect or negligence and a period of at least ten (10) days after the Participant’s receipt of such notice to cure and/or correct such performance neglect or negligence, (ii) willful misconduct in connection with the Participant’s employment which is injurious to the Company or its Subsidiaries (willful misconduct shall be understood to include, but not be limited to, any breach of the duty of loyalty owed by the Participant to the Company or its Subsidiaries), (iii) conviction of any criminal act (other than minor road traffic violations not involving imprisonment), (iv) breach of any of the Participant’s restrictive covenants and other obligations as provided in the Participant’s employment agreement (if any), or any other non-compete agreement and/or confidentiality agreement entered into between the Participant and the Company or any of its Subsidiaries (other than an insubstantial, inadvertent and non-recurring breach), or (v) violation of any material written Company policy, which includes any policy regarding sexual harassment, after reasonable notice and an opportunity to cure such violation (if curable as determined by the Board) within ten (10) days after the Participant’s receipt of such notice.

 

(h)
“Change in Control” means:
(i)
the acquisition (whether by purchase, merger, consolidation, combination or other similar transaction) of ownership, directly or indirectly, beneficially or of record, by any Person or group of Persons of the Ordinary Shares representing more than 50% of the aggregate voting power represented by the issued and outstanding Ordinary Shares; or

 

(ii)
occupation of a majority of the Board (other than vacant seats) by Persons who were neither (A) nominated by the Board nor (B) appointed by members of the Board so nominated; or

 

(iii)
the consummation of a sale or other disposition of all or substantially all of WTW’s assets in any single transaction or series of related transactions.

 

For the avoidance of doubt, a transaction shall not constitute a Change in Control (x) if effected for the purpose of changing the place of incorporation or form of organization of the ultimate parent entity of the WTW or its Subsidiaries (including where WTW is succeeded by an issuer incorporated under the laws of another state, country or foreign government for such purpose and whether or not WTW remains in existence following such transaction) and (y) where all or substantially

 

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all of the Person(s) who are the beneficial owners of the outstanding voting securities of WTW immediately prior to such transaction will beneficially own, directly or indirectly, all or substantially all of the combined voting power of the outstanding voting securities entitled to vote generally in the election of directors of the ultimate parent entity resulting from such transaction in substantially the same proportions as their ownership, immediately prior to such transaction, of such outstanding securities of WTW.

(i)
“CIC Period” means the period of time beginning on the date that is six (6) months prior to a Change in Control and ending on the date that is twenty-four (24) months following such Change in Control.

 

(j)
“Code” means the Internal Revenue Code of 1986, as amended (references to the Code and provisions that include such Code Section references shall apply only to the extent a Participant is subject to taxation in the United States or a political subdivision thereof.).

 

(k)
“Company” means WTW or, if different, the employing entity.

 

(l)
“Company Change” means any merger, consolidation or corporate reorganization of WTW or the Company, including, for the avoidance of any doubt, a Change in Control.

 

(m)
“Compensation Committee” means the Compensation Committee of the Board.

 

(n)
“Date of Termination” means the date on which a Participant’s employment by the Company and its Subsidiaries terminates.

 

(o)
“Dodd – Frank Act” means the Dodd-Frank Wall Street Reform and Consumer Protection Act.

 

(p)
“Eligible Executive” means an employee of the Company or any Subsidiary who is considered a Section 16 officer within the meaning of the Exchange Act.

 

(q)
“EIP” means the WTW Public Limited Company 2012 Equity Incentive Plan, as amended from time to time, or any successor plan thereto.

 

(r)
“Exchange Act” means the Securities Exchange Act of 1934, as amended.
(s)
“Excise Tax” means the excise tax imposed by Section 4999 of the Code .
(t)
“Good Reason” means that one or more of the following events has occurred without the Participant’s written consent:

(i) a material adverse diminution in the Participant’s position, authority or responsibilities or the assignment to Participant of duties or responsibilities which are materially inconsistent with the Participant’s position; (ii) a material reduction in the Participant’s monthly base salary or target annual incentive plan percentage; or (iii) the Participant is required to relocate the Participant’s primary work location of record, either (A) if the Participant is designated to work primarily at a Company office, to an office outside a radius of fifty (50) miles from the Participant’s current office location, or (B) if the Participant is designated to work primarily on a “remote” basis, to any office or location that is not materially consistent with the Participant’s remote work arrangement. The Participant may not resign or otherwise terminate the Participant’s employment for any reason set forth above as Good Reason unless the Participant first notifies the Employer in writing describing such Good Reason within ninety (90) days of the first occurrence of such circumstances, and, thereafter, such Good Reason is not corrected by the Employer within thirty (30) days of the Participant’s written notice of such Good Reason, and the Participant actually terminates employment within ninety (90) days following the expiration of the Employer’s 30-day cure period described above.

 

(u)
“Involuntary Termination” means a termination of the Participant’s employment by the Company other than for Cause and other than as a result of the Participant’s death or permanent disability.

 

(v)
“LTI Award” means an award covering the Ordinary Shares granted under the EIP.
(w)
“LTI Award Agreement” means the form of award agreement evidencing, and governing the terms of, an LTI Award.
(x)
“Non-CIC Period” means the period prior to or following a CIC Period.
(y)
“Nonqualifying Termination” means a termination of the Participant’s employment other than a Qualifying Termination.
(z)
“Notification Letter” shall have the meaning ascribed to such term in Section 2.01 of the Plan.

 

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(aa) “Ordinary Shares” means the ordinary shares of WTW, with a nominal value of $0.000304635 per Share.

 

(bb) “Participant” means any Eligible Executive who is selected to be a participant in the Plan by action of the Compensation Committee as specified herein.

 

(cc) “Person” shall have the meaning given in Section 3(a)(9) of the Exchange Act, as modified and used in Sections 13(d) and 14(d) thereof, except that such term shall not include (i) WTW, the Company or any of its Subsidiaries, (ii) a trustee or other fiduciary holding securities under an employee benefit plan of WTW or any of its Subsidiaries, (iii) an underwriter temporarily holding securities pursuant to an offering of such securities or (iv) a corporation owned, directly or indirectly, by the shareholders of WTW in substantially the same proportions as their ownership of shares of WTW.

 

(dd) “Plan Administrator” means the Company, acting through the Compensation Committee or another duly constituted committee of members of the Board, or any Person to whom the Plan Administrator has delegated, in writing, any authority or responsibility with respect to the Plan, but only to the extent of such delegation.

 

(ee) “Qualifying Termination” means (i) an Involuntary Termination, or (ii) a termination of the Participant’s employment as a result of a resignation by the Employee for Good Reason.

 

(ff) “Recoupment Rules” means WTW’s Compensation Recoupment Policy, as in effect on the date of Qualifying Termination or, if earlier, the effective date of a Change in Control and any rules or regulations promulgated under the Dodd-Frank Act or by any stock exchange on which WTW’s securities are listed.

 

(gg) “Release” means the form of waiver and release of claims that is provided by the Plan Administrator.

(hh) “Separation from Service” means a “separation from service” within the meaning of Section 409A of the Code.

 

(ii) “Subsidiary” means any corporation or other entity in which WTW, or the Company, as applicable, has a direct or indirect ownership interest of fifty (50)% or more of the total combined voting power of the then outstanding securities of such corporation or other entity.

 

(jj) “Target Bonus Amount” means, with respect to any Year, the Participant’s target Bonus for such Year based upon the Company’s forecasted operational plan.

 

(kk) “WTW” the WTW Public Limited Company, a corporation organized under the laws of Ireland, and any successor corporation thereto.

 

(ll) “Year” means the fiscal year of the Company.

 

ARTICLE II

PARTICIPATION

 

Section 2.01 Participation in the Plan. The Compensation Committee may designate any Eligible Executive to be a Participant. Promptly following such designation, each Participant shall be notified of his or her participation in a formal communication from the Compensation Committee or the Company (a “Notification Letter”). Participation in the Plan shall be determined in the Compensation Committee’s sole discretion. Each Eligible Executive shall become a Participant on the date the Eligible Executive signs and properly returns the Notification Letter. Participation in the Plan means that the severance payments and benefits under the Plan supersede and replace any previously offered or agreed payments or benefits (including non-monetary) in the nature of severance, howsoever arising. Once participation in the Plan has commenced, a Participant shall remain a Participant until the first to occur of (i) a Nonqualifying Termination and (ii) the completion of the delivery of all benefits under the Plan following the termination of his or her employment under circumstances giving rise to a right to such benefits. In addition, if at any time on or following the Effective Date and prior to a Change in Control a Participant no longer meets the definition of an Eligible Executive by reason of not being considered a Section 16 officer within the meaning of the Exchange Act, the Participant shall cease participation in the Plan effective as of the first anniversary of any such change in status, unless the Participant has become eligible for benefits under Section 2.02 of the Plan prior to such first anniversary date.

 

Section 2.02 Benefits Eligibility. A Participant shall become entitled to benefits under the Plan in the event he or she experiences a Qualifying Termination, provided that all of the conditions set forth in Section 2.03 are satisfied in the case of a Qualifying Termination, and provided further that any benefits or severance entitlements provided to a Participant under this Plan shall be offset as contemplated under Section 2.05.

 

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Section 2.03 Conditions.

 

(a)
As a condition precedent to entitlement of each Participant to benefits under Section 3.01(b) of the Plan (Involuntary Termination During a Non-CIC Period), the Participant agrees to each of the following:

 

(i)
The Participant shall have executed, within fifteen (15) days following the Participant’s Date of Termination, a Release;

 

(ii)
The Participant agrees to execute a resignation letter stating that effective as of the Participant’s Date of Termination, or such earlier date as required or requested by the Company, the Participant resigns as any officer or director position with the Company or any of its Subsidiaries of which he or she is a member and/or to which he or she has been appointed;

 

(iii)
The Participant shall return to the Company all property of the Company (or Subsidiary) in the possession of the Participant (or of a person controlled by the Participant); and

 

(iv)
The Participant shall reasonably cooperate with the Company to complete the transition of matters with which the Participant is familiar or responsible to other executives or employees and to make himself or herself reasonably available to answer questions or assist in matters which may require attention after the Participant’s Date of Termination.

 

(v)
The Participant shall have executed, as of the date participation in this Plan by the Participant becomes effective, a consent in the form provided by the Company pursuant to which the Participant shall acknowledge and agree to waive any and all rights to any severance payments or benefits to which the Participant may be entitled to under any other agreement, policy or other arrangements other than as contemplated in this Plan and to offset the severance benefits payable under the Plan by any severance benefits payable under any statute or other law.

 

(b)
As a condition precedent to entitlement of each Participant to benefits under Sections 3.02(b) and (c) of the Plan (Qualifying Termination During CIC Period), the Participant shall have executed, within fifteen (15) days following the Participant’s Date of Termination, a Release.

 

Section 2.04 A Participant shall not be required to mitigate the amount of any payment or benefit provided for in the Plan by seeking other employment or otherwise and no such payment or benefit shall be offset or reduced by the amount of any compensation or benefits provided to the Participant in any subsequent employment.

 

Section 2.05 The severance payments and benefits under the Plan to a Participant are intended to constitute the exclusive payments and benefits in the nature of severance or termination pay that shall be due to a Participant upon termination of his or her employment and to supersede any previously offered or agreed payments or benefits (including non-monetary) in the nature of severance, howsoever arising. Without limiting any of the foregoing, the severance payments and benefits under the Plan shall be in lieu of (or offset by) severance benefits or entitlements, termination indemnities, pay in lieu of notice, or the like provided under any of the Participant’s other agreements, plans, practices or arrangements with the Company or a Subsidiary. The severance payments and benefits to which a Participant is otherwise entitled shall be further reduced (but not below zero) by any payments or benefits to which the Participant may be entitled under any statute or other law. Any reductions in payments or benefits shall be made in a manner that complies with Section 409A of the Code. For the avoidance of doubt, there shall be no duplication of benefits under the Plan or otherwise.

 

ARTICLE III

TERMINATION BENEFITS

 

Section 3.01 Involuntary Termination During Non-CIC Period. If, during a Non-CIC Period, the employment of a Participant terminates as a result of an Involuntary Termination, then, subject to the terms of the Plan, the Participant shall be entitled to the following (which, to the extent payable directly to the Participant, shall be payable in accordance with Article IV):

 

(a)
The payment of (A) the Participant’s earned and unpaid base salary and contractual benefits from the Company and its Subsidiaries through the Date of Termination, (B) any outstanding Bonus for which (i) the performance period applicable to the Bonus has been completed and (ii) the Compensation Committee has determined that the payment for the Bonus is due and owing with respect to the Participant, (C) any paid time off pay that is accrued and unused as of the Date of Termination, and (D) any unreimbursed expenses properly incurred by the Participant in accordance with the Company’s business expense reimbursement policy;

 

(b)
an amount equal to the sum of (A) twelve (12) months of base salary calculated using the Participant’s base salary as of the Date of Termination, and (B) Participant’s Target Bonus Amount for the Year in which the Participant’s Date of Termination occurs, to be paid in twelve (12) equal monthly installments in accordance with Article IV; and

 

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(c)
the Participant shall be entitled to such benefits under his or her outstanding LTI Awards as may be provided under the applicable LTI Award Agreement.

 

Section 3.02 Qualifying Termination During CIC Period. If, during the CIC Period, the employment of the Participant terminates as a result of Qualifying Termination, then, subject to the terms of the Plan, the Participant shall be entitled to the following (which, to the extent payable directly to the Participant, shall be payable in accordance with Article IV):

 

(a)
The payment of (A) the Participant’s earned and unpaid base salary and contractual benefits from the Company and its Subsidiaries through the Date of Termination, (B) any outstanding Bonus for which (i) the performance period applicable to the Bonus has been completed and (ii) the Compensation Committee makes a determination that Bonuses are payable generally to participants based on the attainment level of performance goals, (C) any paid time off pay that is accrued and unused as of the Date of Termination, and (D) any unreimbursed expenses properly incurred by the Participant in accordance with the Company’s business expense reimbursement policy;

 

(b)
a pro-rata portion of the Bonus payable for the Year in which the Date of Termination occurs, calculated by multiplying the amount of the Bonus that is determined to be payable based on the actual attainment level, by a fraction, the numerator of which is the number of full and partial months the Participant was employed during the Year in which the Date of Termination occurs and the denominator of which is 12;

 

(c)
a lump-sum cash amount equal to the sum of (A) twenty-four (24) months of base salary calculated using the Participant’s highest monthly rate of base salary during the twelve (12) month period immediately preceding the Date of Termination, or if greater, immediately preceding the Change in Control in the case of a Qualifying Termination occurring on a date that follows a Change in Control, and (B) two (2) times the Participant’s Target Bonus Amount for the Year in which the Date of Termination occurs, or if greater, for the Year in which the Change in Control occurs in the case of a Qualifying Termination occurring on a date that follows a Change in Control, provided that the amount contemplated under this Section 3.02(c) shall be reduced by any amounts payable under Section 3.01(b); and

 

(d)
the Participant shall be entitled to such benefits under his or her outstanding LTI Awards as may be provided under the applicable LTI Award Agreement.

 

ARTICLE IV

FORM AND TIME OF PAYMENT

 

Section 4.01 The payments and amounts contemplated under Sections 3.01(a) and 3.02(a) shall be made as of the Date of Termination (and, in the event of the amounts contemplated under Sections 3.01(a)(B) and 3.02(a)(B), at the time that such Bonuses are generally payable to all participants).

 

Section 4.02 The monthly installments contemplated under Section 3.01(b) shall begin on the sixtieth (60th) day after the Participant’s Date of Termination, provided that the Participant shall have executed the Release and the revocation period will have expired within such sixty (60) day period.

 

Section 4.03 The payment contemplated under Section 3.02(b) shall be made at the time that such Bonuses are generally payable to all participants and in any event prior to March 15th of the calendar year following the end of the Year in which the Date of Termination occurs.

 

Section 4.04 The lump sum payment contemplated under Section 3.02(c) shall be made on the sixtieth (60th) day after the later of the Participant’s Date of Termination and the date of the Change in Control. Notwithstanding the foregoing, if the amount contemplated under Section 3.02(c) constitutes deferred compensation subject to Section 409A of the Code, then if the (i) Change in Control does not constitute a “change in control event” within the meaning of the Treasury Regulations promulgated under Section 409A of the Code (a “409A CIC”), the amount contemplated under Section 3.02(c) shall instead be paid (or continue to be paid, as applicable) in installments in accordance with Section 4.02 (with the amount of installments that continue to be paid upon a Change in Control where installments have already commenced pursuant to Section 3.01(b) increased in equal amounts to reflect the amount payable under Section 3.02(c)); or (ii) Date of Termination occurs prior to a Change in Control and the Change in Control constitutes a 409A CIC, then the amount contemplated under Section 3.02(c) shall be paid in accordance with the first sentence of this Section 4.04, but it shall be reduced by the aggregate amount payable pursuant to Section 3.01(b) and the amounts payable pursuant to Section 3.01(b) will continue be paid in accordance with Section 4.02.

 

Section 4.05 Anything in this Plan to the contrary notwithstanding, no amount payable on a date or within a period that is by reference to a Participant’s termination of employment under Article III hereof that is nonqualified deferred compensation subject to Section 409A of the Code shall be paid unless the Participant experiences a Separation from Service, and if the Participant is a “specified employee” within the meaning of Section 409A of the Code as of the date of the Separation from Service (as

 

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determined in accordance with the methodology established by the Company as in effect on the Date of Termination), shall instead be paid with interest on any delayed payment at the applicable federal rate provided for in Section 7872(f)(2)(A) of the Code, to the Participant on the first business day that immediately follows the earlier of (i) the date that is six months following the date of the Participant’s Separation from Service or (ii) the date of the Participant’s death, to the extent such delayed payment is otherwise required in order to avoid a prohibited distribution under Section 409A(a)(2) of the Code, or any successor provision thereto.

 

ARTICLE V

TERMINATION AND AMENDMENT OF PLAN

 

Section 5.01 This Plan may be amended or terminated at the sole discretion of the Board or Compensation Committee, provided that the Board, or Compensation Committee, as applicable, shall provide written notice to the Participant no less than one year prior to the effective date of any Plan termination or an amendment that materially and adversely impacts the right of a Participant under the Plan, and provided further that the Plan shall not be terminated or amended once WTW enters into a definite binding agreement, the consummation of which would result in the occurrence of a Change in Control.

 

ARTICLE VI

FEDERAL EXCISE TAX UNDER SECTION 4999 OF THE CODE

 

Section 6.01 In the event that the benefits provided for in this Plan (together with any other benefits or amounts payable or provided to a Participant) otherwise constitute “parachute payments” within the meaning of Section 280G of the Code and would, but for this Article VI be subject to the Excise Tax, then the Participant’s benefits under this Plan (together with any other benefits or amounts payable or provided to such Participant) shall be either: (i) delivered in full, or (ii) delivered as to such lesser extent as would result in no portion of such benefits being subject to the Excise Tax, whichever of the foregoing amounts, taking into account the applicable federal, state and local income taxes and the Excise Tax, results in the receipt by the Participant on an after-tax basis, of the greatest amount of benefits, notwithstanding that all or some portion of such benefits may be taxable under Section 4999 of the Code. In the event of a reduction of benefits hereunder, the Accountants (as defined below) shall determine which benefits shall be reduced, in accordance with Section 6.02 hereof, so as to achieve the principle set forth in the preceding sentence. In no event shall the foregoing be interpreted or administered so as to result in an acceleration of payment or further deferral of payment of any amounts (whether under this Plan or any other arrangement) in violation of Section 409A.

 

Section 6.02 Any reduction in the Participant’s benefits under this Plan and/or otherwise payable or provided to such Participant shall be made as follows:

 

(a)
first, payments that are payable in cash that are valued at full value under Treasury Regulation Section 1.280G-1, Q&A 24(a) will be reduced (if necessary, to zero), with amounts that are payable last reduced first;

 

(b)
second, payments due in respect of any equity valued at full value under Treasury Regulation Section 1.280G-1, Q&A 24(a) will be reduced (if necessary, to zero), with amounts that are payable or deliverable last reduced first;

 

(c)
third, payments that are payable in cash that are valued at less than full value under Treasury Regulation Section 1.280G- 1, Q&A 24 will be reduced (if necessary, to zero), with the highest values reduced first (as such values are determined under Treasury Regulation Section 1.280G-1, Q&A 24);

 

(d)
fourth, payments due in respect of any equity valued at less than full value under Treasury Regulation Section 1.280G- 1, Q&A 24 will be reduced (if necessary, to zero), with the highest values reduced first (as such values are determined under Treasury Regulation Section 1.280G-1, Q&A 24); and

 

(e)
fifth, all other non-cash benefits will be reduced pro-rata.

 

Section 6.03 In each case, the amounts of the payments and benefits shall be reduced in the inverse order of their originally scheduled dates of payment or vesting, as applicable, and shall be so reduced only to the extent necessary to achieve the reductions contemplated under Section 6.01.

 

Section 6.04 Unless WTW and the Participant otherwise agree in writing, all determinations required to be made under this Article VI, including the manner and amount of any reduction in the Participant’s benefits under this Plan, and the assumptions to be utilized in arriving at such determinations, shall be promptly determined and reported in writing to WTW and the Participant by the independent public accountants or other independent advisors selected by WTW that are not serving as the accountants or auditors for the individual, entity or group effecting the Change in Control (the “Accountants”), and all such computation and

determinations shall be conclusive and binding upon the Participant and WTW. All fees and expenses of the Accountants shall

 

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be borne solely by WTW, and WTW shall enter into any agreement requested by the Accountants in connection with the performance of the services hereunder. For purposes of making the calculations required by this Article VI, the Accountants may make reasonable assumptions and approximations concerning the application of Sections 280G and 4999 of the Code. WTW and the Participant shall furnish to the Accountants such information and documents as the Accountants may reasonably request to make a determination under this Article VI.

 

Section 6.05 As expressly permitted by Q/A #32 of the Treasury Regulations under Code Section 280G, with respect to performing any present value calculations that are required in connection with this Article VI, the Participant and WTW each affirmatively elect to utilize the Applicable Federal Rates (“AFR”) that are in effect as of the date this Plan is adopted and the Accountants shall therefore use such AFR in their determinations and calculations.

 

ARTICLE VII

PLAN ADMINISTRATION

 

Section 7.01 The Plan Administrator will administer the Plan and may interpret the Plan, prescribe, amend and rescind rules and regulations under the Plan and make all other determinations necessary or advisable for the administration of the Plan, subject to all of the provisions of the Plan.

 

Section 7.02 The Plan Administrator may delegate any of its duties hereunder to such person or persons from time to time as it may designate.

 

Section 7.03 The Plan Administrator is empowered, on behalf of the Plan, to engage accountants, legal counsel and such other personnel as it deems necessary or advisable to assist it in the performance of its duties under the Plan. The functions of any such persons engaged by the Plan Administrator will be limited to the specified services and duties for which they are engaged, and such persons will have no other duties, obligations or responsibilities under the Plan. Such persons will exercise no discretionary authority or discretionary control respecting the management of the Plan. All reasonable expenses thereof will be borne by the Company.

 

Section 7.04 Following the occurrence of a Change in Control, WTW may not remove from office the individual or individuals who served as Plan Administrator immediately prior to the Change in Control; provided, however, if any such individual ceases to be affiliated with WTW, WTW may appoint another individual or individuals as Plan Administrator so long as the substitute Plan Administrator consists solely of an individual or individuals who (a) were officers of WTW immediately prior to the Change in Control, (b) were directors of WTW immediately prior to the Change in Control and are not affiliated with the acquiring entity in the Change in Control or (c) were selected or approved in writing by an officer or director described in clause (a) or (b).

 

ARTICLE VIII

MISCELLANEOUS PROVISIONS

 

Section 8.01 Withholding Taxes. The Company may withhold from all payments due to the Participant (or his beneficiary or estate) hereunder all taxes which, by applicable federal, state, local or other law, the Company is required to withhold therefrom.

 

Section 8.02 Scope of Benefits under Plan. Nothing in this Plan shall be deemed to entitle the Participant to continued employment with the Company or its Subsidiaries; provided, however, that notwithstanding anything herein to the contrary, any termination of the Participant’s employment shall be subject to all of the benefit and payment provisions of this Plan.

 

Section 8.03 Successors’ Binding Obligation.

 

(a)
This Plan shall not be terminated by any Company Change or transfer of assets. In the event of any Company Change or transfer of assets, the provisions of this Plan shall be binding upon the surviving or resulting corporation or any person or entity to which the assets of the Company are transferred.

 

(b)
The Company agrees that concurrently with any Company Change or transfer of assets, it will cause any successor or transferee unconditionally to assume by written instrument delivered to the Participant (or his beneficiary or estate) all of the obligations of the Company hereunder. Failure of the Company to obtain such assumption prior to the effectiveness of any such Company Change or transfer of assets that results in a Change in Control shall constitute Good Reason hereunder and shall entitle the Participant to compensation and other benefits from the Company in the same amount and on the same terms as the Participant would be entitled hereunder if the Participant’s employment were terminated in connection with a Change in Control other than by reason of a Nonqualifying Termination. For purposes of implementing the foregoing, the date on which any such

Company Change or transfer of assets becomes effective shall be deemed the date Good Reason occurs, and the Participant may terminate employment for Good Reason on or following such date.

 

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(c)
The rights under this Plan shall inure to the benefit of and be enforceable by the Participant’s personal or legal representatives, executors, administrators, successors, heirs, distributees, devisees and legatees. If the Participant shall die while any amounts would be payable to the Participant hereunder had the Participant continued to live, all such amounts, unless otherwise provided herein, shall be paid in accordance with the terms of this Plan to such person or persons appointed in writing by the Participant to receive such amounts or, if no person is so appointed, to the Participant’s estate.

 

Section 8.04 Compensation Recoupment. Pursuant to the Dodd-Frank Act, the benefits provided for in this Plan shall not be deemed fully earned or vested, even if paid or distributed to the Participant, if the amount payable under Article III or any portion thereof is deemed incentive compensation and subject to recovery, or “clawback” by WTW pursuant to the provisions of the Dodd-Frank Act and any Recoupment Rules. In addition, the Participant hereby acknowledges that this Plan may be amended as necessary and/or shall be subject to any recoupment policies adopted by WTW to comply with the requirements and/or limitations under the Dodd-Frank Act and any Recoupment Rules, or any other federal or stock exchange requirements, including by expressly permitting (or, if applicable, requiring) WTW to revoke, recover and/or clawback the benefits provided herein.

 

Section 8.05 Notice.

 

(a)
For purposes of this Plan, all notices and other communications required or permitted hereunder shall be in writing and shall be deemed to have been duly given when delivered by hand or overnight courier or three (3) days after deposit in the United States mail, registered and return receipt requested, postage prepaid, addressed as follows:

 

If to the Participant:

To the most recent address of the Participant set forth in the personnel records of the Company If to the Company:

WTW Public Limited Company c/o Office of the General Counsel 200 Liberty Street, 7th Floor

New York, NY 10281 Attention: General Counsel

or to such other address as either party may have furnished to the other in writing in accordance herewith, except that notices of change of address shall be effective only upon receipt. Alternatively, notice may be deemed to have been delivered when sent by facsimile to a location provided by the other party hereto.

(b)
A written notice of the Participant’s Date of Termination by the Company or the Participant, as the case may be, to the other, shall (i) indicate the specific termination provision in this Plan relied upon, (ii) to the extent applicable, set forth in reasonable detail the facts and circumstances claimed to provide a basis for termination of Participant’s employment under the provision so indicated and (iii) specify the Date of Termination. The failure by the Participant or the Company to set forth in such notice any fact or circumstance which contributes to a showing of Good Reason or Cause shall not waive any right of the Participant or the Company hereunder or preclude the Participant or the Company from asserting such fact or circumstance in enforcing the Participant’s or the Company’s rights hereunder.

 

Section 8.06 Employment with Subsidiaries. Employment with the Company for purposes of this Plan shall include employment with any Subsidiary.

 

Section 8.07 Governing Law; Validity. The interpretation, construction and performance of the provisions of this Plan shall be governed by and construed and enforced in accordance with the internal laws of the jurisdiction in which the Participant is regularly payrolled without regard to the principle of conflicts of laws. The invalidity or unenforceability of any provision of this Plan shall not affect the validity or enforceability of any other provision of this Plan, which other provisions shall remain in full force and effect.

 

Section 8.08 Waiver. No provision of this Plan may be waived unless such waiver is agreed to in writing and signed by the Participant and by a duly authorized officer of the Company. No waiver by either party hereto at any time of any breach by the other party hereto of, or compliance with, any condition or provision of this Plan to be performed by such other party shall be deemed a waiver of similar or dissimilar provisions or conditions at the same or at any prior or subsequent time. Failure by the Participant or the Company to insist upon strict compliance with any provision of this Plan or to assert any right the Participant or the Company may have hereunder shall not be deemed to be a waiver of such provision or right or any other provision or right of this Plan.

 

Section 8.09 Limitations on Assignment. Except as otherwise provided herein or by law, no right or interest of any Eligible Executive under the Plan will be assignable or transferable, in whole or in part, either directly or by operation of law or otherwise,

including without limitation by execution, levy, garnishment, attachment, pledge or in any manner; no attempted assignment or transfer thereof will be effective; and no third party creditors of an Eligible Executive will have any right or interest in any Eligible

 

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Executive’s rights or interests under the Plan. When a payment is due under this Plan to a severed employee who is unable to care for his or her affairs or dies after accruing benefit rights under the Plan, payment may be made directly to his or her legal guardian or personal representative, executor or estate administrator, as the case may be.

 

Section 8.10 Code Section 409A. It is intended that this Plan shall comply with the provisions of Section 409A of the Code, and the Plan shall be interpreted and administered in a manner consistent with this intent. The Company reserves the right, to the extent the Company deems necessary or advisable in its sole discretion, to unilaterally amend or modify the Plan to ensure that all payments are made in a manner that complies with Section 409A of the Code (including, without limitation, the avoidance of penalties thereunder) to the extent permitted under Section 409A of the Code; provided, however, that the Company is under no obligation to make such amendment or modification and makes no representations that the payments hereunder will be exempt from any penalties that may apply under Section 409A of the Code and makes no undertaking to preclude Section 409A of the Code from applying to this Plan. Nothing in this Plan shall provide a basis for any person to take action against the Company or any affiliate thereof based on matters covered by Section 409A of the Code, including the tax treatment of any amount paid under the Plan, and neither the Company nor any of its affiliates shall under any circumstances have any liability to the Participant or the Participant’s estate or any other party for any taxes, penalties or interest due on amounts paid or payable under this Plan, including taxes, penalties or interest imposed under Section 409A of the Code.

 

Section 8.11 Unfunded Plan. The Plan will not be required to be funded unless such funding is authorized by the Board in its sole discretion. Regardless of whether the Plan is funded, no Eligible Executive will have any right to, or interest in, any assets of WTW or the Company which may be applied by WTW or the Company, as applicable, to the payment of benefits or other rights under this Plan.

 

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Exhibit 10.22

 

Willis TOWERS WATSON Public Limited Company

2012 Equity Incentive Plan, as amended and restated

 

TIME-BASED RESTRICTED SHARE UNIT AWARD AGREEMENT

 

THIS TIME-BASED RESTRICTED SHARE UNIT AWARD AGREEMENT, including the Schedules attached hereto (this “Agreement”), is made by and between Willis Towers Watson Public Limited Company and any successor thereto (the “Company”) and the individual (the “Colleague”) who has signed or electronically accepted this Agreement in the manner specified in the Colleague’s online account with the Company’s designated broker/stock plan administrator.

WHEREAS, the Company wishes to carry out the Plan (as hereinafter defined), the terms of which are hereby incorporated by reference and made a part of this Agreement; and

WHEREAS, the Committee (as defined in the Plan) has determined that it would be to the advantage and best interest of the Company and its shareholders to grant an award of time-based Restricted Share Units (as hereinafter defined) provided for herein to the Colleague as an incentive for increased efforts during the Colleague’s Service (as hereinafter defined), and has advised the Company thereof and instructed the undersigned officer to prepare said Agreement.

NOW, THEREFORE, the parties hereto do hereby agree as follows:

ARTICLE I


DEFINITIONS

Capitalized terms used in this Agreement shall have the meaning specified in the Plan or below. The plural pronoun shall include the singular, where the context so indicates.

Section 1.1
- Cause

“Cause” shall have the meaning ascribed to such term or similar term (e.g., “Good Cause”) in the Colleague’s employment agreement, if any, with the Company, a Subsidiary or a Designated Associate Company, and, in the absence of an employment agreement or such definition in the employment agreement, it shall mean: (i) the Colleague’s gross or chronic neglect or negligence in the performance of the Colleague’s employment duties with respect to the Company or its Subsidiaries or Designated Associate Companies having been provided reasonable notice of such neglect or negligence and a period of at least ten (10) days after the Colleague’s receipt of such notice to cure and/or correct such performance neglect or negligence, (ii) willful misconduct by the Colleague in connection with the Colleague’s employment which is injurious to the Company or its Subsidiaries or Designated Associate Companies (willful misconduct shall be understood to include, but not be limited to, any breach of the duty of loyalty owed by the Colleague to the Company or its Subsidiaries or Designated Associate Companies), (iii) conviction of any criminal act (other than minor road traffic violations not involving imprisonment), (iv) any breach of the Colleague’s restrictive covenants and other obligations as provided in the Colleague’s employment agreement (if any), or any other non-compete agreement and/or confidentiality agreement entered into between the Colleague and the Company or any of its Subsidiaries or Designated Associate Companies (other than an insubstantial, inadvertent and non-recurring breach), or (v) any violation of any material written Company policy, which includes any policy regarding sexual harassment, after reasonable notice

 

 

 

and an opportunity to cure such violation (if curable as determined by the Board) within ten (10) days after the Colleague’s receipt of such notice.

Section 1.2
- Employer

“Employer” shall mean the Company, or if different, the Subsidiary or Designated Associate Company that employs the Colleague.

Section 1.3
- Good Reason

“Good Reason” shall have the meaning ascribed to such term or similar term in the employment agreement, if any, with the Company, a Subsidiary or a Designated Associate Company; in the absence of an employment agreement or such term in the employment agreement, it shall mean that one or more of the following events has occurred without the Colleague’s written consent: (i) a material adverse diminution in the Colleague’s position, authority or responsibilities or the assignment to Colleague of duties or responsibilities which are materially inconsistent with the Colleague’s position; (ii) a reduction in the Colleague’s monthly base salary or target annual incentive plan percentage; or (iii) the Colleague is required to relocate the Colleague’s primary work location of record, either (A) if the Colleague is designated to work primarily at a Company office, to an office outside a radius of 50 miles from the Colleague’s current office location, or (B) if the Colleague’s is designated to work primarily on a “remote” basis, to any office or location that is not materially consistent with the Colleague’s remote work arrangement. The Colleague may not resign or otherwise terminate the Colleague’s employment for any reason set forth above as Good Reason unless the Colleague first notifies the Employer in writing describing such Good Reason within 90 days of the first occurrence of such circumstances, and, thereafter, such Good Reason is not corrected by the Employer within 30 days of the Colleague’s written notice of such Good Reason, and the Colleague actually terminates employment within 90 days following the expiration of the Employer’s 30-day cure period described above.

 

Section 1.4
- Grant Date

“Grant Date” shall mean October 1, 2024.

Section 1.5
- Legacy Company

“Legacy Company” shall mean Towers Watson & Co. or Willis Group Holdings Public Limited Company and any predecessor companies or affiliates of any of the foregoing.

Section 1.6
- Nominal Value

“Nominal Value” shall mean $0.000304635 per Share.

Section 1.7
- Plan

“Plan” shall mean the Willis Towers Watson Public Limited Company 2012 Equity Incentive Plan, as amended from time to time.

Section 1.8
- Qualifying Retirement

“Qualifying Retirement” shall mean a voluntary termination of Service by the Colleague after the Colleague’s attainment of either (i) the age of 55 and the Colleague’s completion of 10 Years of Service, or (ii) the age of 65 and the Colleague’s completion of 5 Years of Service, provided that the Committee has not determined that a basis exists for the Colleague’s termination of Service for Cause at the time of such termination of Service.

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Section 1.9
- RCA

“RCA” shall mean the Agreement of Restrictive Covenants and Other Obligations for Employees Outside of the United States, which is attached to the Agreement as Schedule B.

Section 1.10
- Restricted Share Units or RSUs

“Restricted Share Units” or “RSUs” shall mean a conditional right to receive Shares pursuant to the terms of the Plan and this Agreement upon vesting and settlement, subject to the Colleague’s continued Service through each Vesting Date.

Section 1.11
- Service

“Service” shall mean service as an Employee with (or, subject to approval by the Committee, as a Consultant to) the Company, or a Subsidiary or Designated Associate Company thereof.

Section 1.12
- Shares

“Shares” shall mean Ordinary Shares of the Company, Nominal Value per Share, which may be authorized but unissued.

Section 1.13
- Termination Date

Unless otherwise determined by the Committee, in its sole discretion, the “Termination Date” shall mean the later of (i) the last day of the Colleague’s active Service or (ii) the last day of any notice period or garden leave, as provided for under the Colleague’s employment agreement or local law; provided, however, that in the case of United States taxpayers, the Termination Date shall mean a date that will allow the RSUs to comply with Section 409A of the Code.

Section 1.14
- Vesting Dates

“Vesting Dates” shall mean the first, second and third anniversaries of the Grant Date.

Section 1.15
- Years of Service

“Years of Service” shall mean the total number of full years in which the Colleague has been in Service with the Company, a Subsidiary or Designated Associate Company thereof, and a Legacy Company. For purposes of this definition, a year of Service shall mean a 365-day period (or 366 day period in the case of a leap year) that, for the first year of Service, commences on the Colleague’s date of hiring and that, for any subsequent year, commences on an anniversary of that hiring date. A partial year of Service shall not be treated as a Year of Service.

ARTICLE II


GRANT OF TIME-BASED RESTRICTED SHARE UNITS
Section 2.1
- Grant of the Time-Based Restricted Share Units

Subject to the terms and conditions of the Plan and the additional terms and conditions set forth in this Agreement and the restrictive covenants set forth in the RCA, the Company hereby grants to the Colleague the number of RSUs specified in a schedule to the Agreement or as stated in the Colleague’s online account with the Company’s designated broker/stock plan administrator. The Colleague agrees that the grant of RSUs pursuant to this Agreement is sufficient consideration for the Colleague entering into the

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RCA. The Colleague agrees to execute and deliver or electronically accept this Agreement and the RCA within 60 days of the Grant Date. In the event the Colleague fails to execute and deliver or electronically accept the Agreement or the RCA in the manner and within the period specified in this Section 2.1, the Committee may, in its sole discretion, cancel the RSUs.

Section 2.2
- RSU Payment

In accordance with Section 7(d)(ii) of the Plan, the Shares to be issued upon vesting and settlement of the RSUs must be fully paid up prior to issuance of Shares by payment of the Nominal Value per Share. The Committee shall ensure that payment of the Nominal Value for any Shares underlying the RSUs is received by it on behalf of the Colleague at the time the RSUs are settled from a non-Irish Subsidiary or other source and shall establish any procedures or protocols necessary to ensure that payment is timely received.

Section 2.3
- Employment or Service Rights

Subject to the terms of the RCA, the rights and obligations of the Colleague under the terms of their Service shall not be affected by their participation in the Plan or any right which they may have to participate in it. The RSUs and the Colleague’s participation in the Plan will not be interpreted to form an employment agreement or service contract with the Company or any Subsidiary or a Designated Associate Company and the terms of any separate employment agreement or service contract to which the Colleague is a party shall remain in effect and will control to the extent that there are any inconsistencies with this Agreement. The Colleague hereby waives any and all rights to compensation or damages in consequence of the termination of Service for any reason whatsoever insofar as those rights arise or may arise from their ceasing to have rights under or be entitled to earn or vest in their RSUs as a result of such termination of Service. If, notwithstanding the foregoing, any such claim is allowed by a court of competent jurisdiction, then, by participating in the Plan, the Colleague shall be deemed irrevocably to have agreed not to pursue such claim and agrees to execute any and all documents necessary to request dismissal or withdrawal of such claims.

Section 2.4
- Adjustments in RSUs Pursuant to Change of Control or Similar Event, etc.

Subject to Sections 11 and 12 of the Plan, in the event that the outstanding Shares subject to the RSUs are, from time to time, changed into or exchanged for a different number or kind of Shares or other securities, by reason of a share split, spin-off, share or extraordinary cash dividend, share combination or reclassification, recapitalization or merger, Change of Control, or similar event, the Committee shall, in its absolute discretion, substitute or adjust proportionally (i) the number and kind of Shares or securities subject to the RSUs; or (ii) the terms and conditions applicable to the RSUs. An adjustment may have the effect of reducing the price at which Shares may be acquired to less than their Nominal Value (the “Shortfall”), but only if and to the extent that the Committee shall be authorized to capitalize from the reserves of the Company a sum equal to the Shortfall and to apply that sum in paying up that amount on the Shares. Any such adjustment or determination made by the Committee shall be final and binding upon the Colleague, the Company and all other interested persons.

 

Section 2.5
- Tax Withholding

The Colleague acknowledges that, regardless of any action taken by the Employer, the ultimate liability for all Tax-Related Items, is and remains the Colleague’s responsibility and may exceed the amount actually withheld by the Employer. The Colleague further acknowledges that the Company and/or the Employer (1) make no representations or undertakings regarding the treatment of any Tax-Related Items in connection with any aspect of the RSUs, including, but not limited to, the grant, vesting or settlement of the RSUs, the subsequent sale of Shares acquired pursuant to such settlement and the receipt of any dividends and/or any dividend equivalents; and (2) do not commit to and are under no obligation to structure

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the terms of the grant or any aspect of the RSUs to reduce or eliminate the Colleague’s liability for Tax-Related Items or achieve any particular tax result. Further, if the Colleague is subject to Tax-Related Items in more than one jurisdiction, the Colleague acknowledges that the Company and/or the Employer (or former employer, as applicable) may be required to withhold or account for Tax-Related Items in more than one jurisdiction.

Prior to any relevant taxable or tax withholding event, as applicable, the Colleague agrees to make adequate arrangements satisfactory to the Company and/or the Employer to satisfy all Tax-Related Items.

In this regard, the Colleague authorizes the Company and/or the Employer, or their respective agents, in their discretion, to satisfy the obligations with regard to all Tax-Related Items by withholding in Shares to be issued upon settlement of the RSUs, unless the Colleague instead elects, in accordance with the procedures established by the Company, to satisfy the obligations with regard to U.S. Federal Insurance Contribution Act taxes or other Tax-Related Items that become payable in a year prior to the year in which Shares are issued upon settlement of the RSUs and on a date when the Colleague is in the employ of the Employer through withholding from the Colleague’s wages or other cash amounts payable to the Colleague by the Company or the Employer in lieu of withholding in Shares. In the event that such withholding in Shares is problematic under applicable tax or securities law or has materially adverse accounting consequences, by the Colleague’s acceptance of the RSUs, the Colleague authorizes the Company and/or the Employer, or their respective agents, to (i) withhold from the Colleague’s wages or other cash amounts payable to the Colleague from the Company or the Employer, (ii) sell on the Colleague’s behalf a whole number of Shares from those Shares issued to the Colleague as the Company determines to be appropriate to generate cash proceeds sufficient to satisfy the obligation for Tax-Related Items, or (iii) utilize any other method of withholding determined by the Company and permitted by applicable laws and the Plan.

 

The Company may withhold or account for Tax-Related Items by considering statutory withholding rates or other withholding rates, including minimum or maximum applicable rates applicable in the Colleague’s jurisdiction(s). In the event of over-withholding, the Colleague may receive a refund of any over-withheld amount in cash (with no entitlement to the Share equivalent), or if not refunded, the Colleague may seek a refund from the local tax authorities. In the event of under-withholding, the Colleague may be required to pay any additional Tax-Related Items directly to the applicable tax authority or to the Company and/or the Employer. If the obligation for Tax-Related Items is satisfied by withholding in Shares, for tax purposes, the Colleague is deemed to have been issued the full number of Shares subject to the vested RSUs, notwithstanding that a number of Shares are held back solely for the purpose of paying the Tax-Related Items.

 

Finally, the Colleague agrees to pay to the Company or the Employer any amount of Tax-Related Items that the Company or the Employer may be required to withhold or account for as a result of the Colleague’s participation in the Plan that cannot be satisfied by the means previously described. The Company may refuse to issue or deliver the Shares or the proceeds of the sale of Shares, if the Colleague fails to comply with the Colleague’s obligations in connection with the Tax-Related Items.

 

Section 2.6
- Dividend Equivalents

On each date that a cash dividend is paid to holders of Shares from the Grant Date through the date immediately prior to the date the RSUs are settled, an amount (the “Dividend Equivalent Amount”) equal to the cash dividend that is paid on each Share, multiplied by the total number of RSUs and any Dividend Equivalent Units (as defined below) that remain unvested and outstanding as of the dividend payment record date, will be credited to the Colleague, and such credited amount will be converted into an additional number of RSUs (“Dividend Equivalent Units”) determined by dividing the Dividend Equivalent Amount by the Fair Market Value of a Share on the date of the dividend payment. Dividend Equivalent Units will be subject to the same conditions as the underlying RSUs with respect to which Dividend Equivalent Units

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were credited, including without limitation, the provisions governing time and form of settlement applicable to the underlying RSUs. Unless expressly provided otherwise, as used elsewhere in this Agreement, references to RSUs in this Agreement shall also include Dividend Equivalent Units that have been credited to the Colleague pursuant to this Section 2.6.

Section 2.7
- Clawback / Repayment

The RSUs (and any Shares or other payments resulting from settlement thereof or proceeds therefrom) shall be subject to reduction, cancellation, forfeiture or recoupment to the extent necessary to facilitate compliance with (i) any clawback, forfeiture or other similar policy adopted by the Committee or the Board as in effect at the time the RSU award is granted, including, for the avoidance of doubt, the Company's Compensation Recoupment Policy, effective November 28, 2023, or as may be adopted thereafter as the Committee determines necessary, appropriate or advisable in view of applicable laws, governance considerations or industry best practices; and/or (ii) applicable laws. Further, to the extent that the Colleague receives any amount in excess of the amount that the Colleague should otherwise have received under the terms of the RSU award for any reason (including, without limitation, by reason of a financial restatement, mistake in calculations or other administrative error), the Colleague shall be required to repay any such excess amount to the Company. For purposes of the foregoing, the Colleague expressly and explicitly authorizes the Company to issue instructions, on the Colleague’s behalf, to any brokerage firm and/or third-party administrator engaged by the Company to hold any Shares and other amounts acquired pursuant to the RSUs to re-convey, transfer or otherwise return such Shares and/or other amounts to the Company upon the Company’s enforcement of this Section 2.7.

ARTICLE III


TIME-BASED VESTING REQUIREMENTS
Section 3.1
- Vesting Provisions, Forfeiture and Settlement
(a)
The RSUs shall vest in three (3) substantially equal annual installments on each of the Vesting Dates, subject to the Colleague’s continued Service through the applicable Vesting Date and the other requirements in this Section 3.1, and upon vesting the RSUs shall become payable in accordance with Section 3.1(j) below.
(b)
Except as otherwise provided in this Section 3.1 or the terms of the Colleague’s employment agreement, in the event of the Colleague’s termination of Service prior to a Vesting Date, any RSUs that are unvested as of the Termination Date shall be forfeited immediately as of the Termination Date by the Colleague, subject to, and except as otherwise specified in, the terms and conditions of the other subsections of this Section 3.1.
(c)
In the event of the Colleague’s termination of Service after the first anniversary of the Grant Date and prior to a Vesting Date due to a Qualifying Retirement, any RSUs that are unvested as of the Termination Date shall continue to vest on the original Vesting Dates that occur following the Termination Date, subject to the Colleague’s compliance with the restrictive covenants and other obligations contemplated under Section 6.2 of Article VI of this Agreement. For the avoidance of any doubt, the provisions of this Section 3.1(c) shall prevail over the provisions of Section 3.1(e).
(d)
In the event the RSUs are assumed or otherwise substituted or replaced by the successor corporation or an affiliate thereof in connection with a Change of Control and the Colleague experiences a (i) termination of Service without Cause by the Company or (ii) termination of Service by the Colleague for Good Reason, in each case, within the 24-month period commencing on the effective date of a Change of Control, all unvested RSUs shall vest as of the Termination Date.

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(e)
In the event of the Colleague’s (i) termination of Service without Cause by the Company or (ii) termination of Service by the Colleague for Good Reason, in each case, after the first anniversary of the Grant Date and prior to the effective date of a Change of Control or after the 24-month period commencing on the effective date of a Change of Control, any RSUs that are unvested as of the Termination Date shall be forfeited automatically by the Colleague unless the Committee, in its sole discretion, approves the continued vesting on the original Vesting Dates that occur following the Termination Date of some or all of the unvested RSUs. The continued vesting benefit provided under this Section 3.1(e) shall be subject to the Colleague’s compliance with the restrictive covenants and other obligations contemplated under Article VI of this Agreement. If no determination is made by the Committee as of the Termination Date, then the RSUs shall, to the extent not then vested, be immediately forfeited by the Colleague.
(f)
Notwithstanding anything to the contrary in Section 3.1, in the event of the Colleague’s termination of Service by the Colleague in connection with or following a Change of Control, provided that the Colleague provides at least three months’ advance notice of the termination and the Colleague continues in active Service through the date that is at least 30 days following the effective date of the Change of Control, any RSUs that are unvested as of the Termination Date shall vest as of the Termination Date, provided that circumstances giving rise to a termination for Cause do not exist as of the date of termination of Service, as determined in the sole discretion of the Company. In the event that the Colleague's termination of Service occurs prior to the first anniversary of the Grant Date, the RSUs shall be sourced from the Unrestricted Pool. For the avoidance of any doubt, the provisions of this Section 3.1(f) shall prevail over the provisions of Sections 3.1(c), (d) and (e).
(g)
In the event of the Colleague’s termination of Service as a result of the Colleague’s Permanent Disability or death, all unvested RSUs shall vest as of the Termination Date.
(h)
In the event the RSUs are not assumed or otherwise substituted or replaced by the successor corporation or an affiliate thereof in connection with a Change of Control, all RSUs that are unvested as of the Change of Control shall vest immediately prior to the effective date of the Change of Control.
(i)
Notwithstanding anything to the contrary in Section 3.1, no RSUs shall vest prior to the first anniversary of the Grant Date (i) except in the case of the Colleague’s termination of Service resulting from death or Permanent Disability or pursuant to Section 3.1(f) or in connection with a Change of Control, or (ii) unless the Committee, in its sole discretion, determines that the RSUs shall be sourced from the Unrestricted Pool.
(j)
Except as otherwise provided in Section 3.1(k), RSUs that become vested shall be settled on the applicable Vesting Date or, if earlier, upon an accelerated vesting event pursuant to Sections 3.1(d), (f), (g) or (h), or as soon as practicable, but not later than 30 days, thereafter. Unless the Company provides otherwise, any fractional RSU that is vested as of the final Vesting Date or an accelerated vesting event shall be rounded down to the next whole RSU. For the avoidance of any doubt, no fractional Shares shall be issued pursuant to this Agreement.
(k)
Notwithstanding the foregoing, if the RSUs are considered non-qualified deferred compensation subject to Section 409A of the Code, as determined in the sole discretion of the Company, and the Colleague is a U.S. Taxpayer, RSUs that are no longer subject to a substantial risk of forfeiture, as determined in accordance with Section 409A of the Code, shall be settled, without regard to the vesting schedule set forth above, on the earliest to occur of (i) the applicable Vesting Date, (ii) a “change in control event” within the meaning of U.S. Treas. Reg. § 1.409A-3(i)(5) (a “409A CIC Event”), (iii) a “separation from service” within the meaning of Section 409A of the Code (a “Separation from Service”) that occurs following a 409A CIC Event, provided that if the Colleague is a “specified employee” within the meaning of Section 409A of the Code on the date the Colleague experiences a Separation from Service, then the RSUs shall instead be settled on the first business day of the seventh month following the Colleague’s

7

 

 

Separation from Service, to the extent such delayed payment is required in order to avoid a prohibited distribution under Section 409A of the Code, (iv) the Colleague’s death, and (v) the Colleague’s disability, within the meaning of Section 409A of the Code.
Section 3.2
- Conditions to Issuance of Shares

The RSUs to be delivered hereunder shall be previously authorized but unissued Shares. Such Shares shall be fully paid. The Company shall not be required to deliver any certificates representing such Shares (or their electronic equivalent) allotted and issued upon the applicable date of the settlement of the RSUs prior to fulfillment of all of the following conditions, and in any event, subject to Section 409A of the Code for United States taxpayers:

(a)
The obtaining of approval or other clearance from any state, federal, local or foreign governmental agency which the Committee shall, in its absolute discretion, determine to be necessary or advisable; and
(b)
The Colleague has paid or made arrangements to pay the Tax-Related Items pursuant to Section 2.5.

Without limiting the generality of the foregoing, the Committee may require an opinion of counsel reasonably acceptable to it to the effect that any subsequent transfer of Shares acquired on the settlement of RSUs does not violate the Exchange Act and may issue stop-transfer orders covering such Shares.

Section 3.3
- Rights as Shareholder

The Colleague shall not be, nor have any of the rights or privileges of, a shareholder of the Company in respect of any Shares that may be received upon the settlement of the RSUs unless and until certificates representing such Shares or their electronic equivalent shall have been issued by the Company to the Colleague.

 

Section 3.4
- Limitation on Obligations

The Company’s obligation with respect to the RSUs granted hereunder is limited solely to the issuance to the Colleague of Shares within the period when such Shares are due to be issued hereunder, and in no event shall the Company become obligated to pay cash in respect of such obligation. The RSUs shall not be secured by any specific assets of the Company or any of its Subsidiaries or Designated Associate Companies, nor shall any assets of the Company or any of its Subsidiaries or Designated Associate Companies be designated as attributable or allocated to the satisfaction of the Company’s obligations under this Agreement. In addition, the Company shall not be liable to the Colleague for damages relating to any delays in issuing the share certificates or its electronic equivalent to the Colleague (or their designated entities), any loss of the certificates, or any mistakes or errors in the issuance of the certificates (or the electronic equivalent) to the Colleague (or their designated entities) or in the certificates themselves.

 

ARTICLE IV

ADDITIONAL TERMS AND CONDITIONS OF THE RSUs

Section 4.1
- Nature of Award

In accepting the RSUs, the Colleague acknowledges, understands and agrees that:

8

 

 

(a)
the Plan is established voluntarily by the Company, is discretionary in nature and may be amended, suspended or terminated by the Company at any time, to the extent permitted by the Plan;
(b)
the RSU award is exceptional, voluntary and occasional and does not create any contractual or other right to receive future RSU awards, or benefits in lieu of RSU awards, even if RSUs have been granted in the past;
(c)
all decisions with respect to future RSUs or other grants, if any, will be at the sole discretion of the Company;
(d)
the Colleague’s participation in the Plan is voluntary;
(e)
the RSUs and any Shares acquired under the Plan, and the income and the value of same, are not intended to replace any pension rights or compensation under any pension arrangement;
(f)
the RSUs and any Shares acquired under the Plan, and the income and the value of same, are not part of normal or expected compensation or salary for any purposes, including, but not limited to, calculating any severance, resignation, termination, redundancy, end of service payments, dismissal, bonuses, holiday pay, long-service awards, pension or retirement or welfare benefits or similar payments;
(g)
unless otherwise agreed with the Company, the RSUs and the Shares subject to the RSUs, and the income and value of same, are not granted as consideration for, or in connection with, services the Colleague may provide as a director of any Subsidiary or affiliate;
(h)
the future value of the Shares underlying the RSUs is unknown, indeterminable, and cannot be predicted with certainty;
(i)
no claim or entitlement to compensation or damages shall arise from forfeiture of the RSUs or the underlying Shares resulting from (i) the application of the clawback policy described in Section 2.7 of this Agreement or otherwise adopted by the Company or required by law, or (ii) the Colleague’s termination of Service (for any reason whatsoever, whether or not later found to be invalid or in breach of employment laws in the jurisdiction where the Colleague is employed or the terms of their employment agreement, if any);

 

(j)
unless otherwise provided in the Plan or by the Company in its discretion, the RSUs and the benefits evidenced by this Agreement do not create any entitlement to have the RSUs or any such benefits transferred to, or assumed by, another company nor to be exchanged, cashed out or substituted for, in connection with any Change of Control or similar event affecting the Shares of the Company; and

 

(k)
if the Colleague is providing services outside the United States, neither the Company, the Employer nor any Subsidiary or Designated Associate Company shall be liable for any foreign exchange rate fluctuation between the Colleague’s local currency and the United States Dollar that may affect the value of the RSUs or of any amounts due to the Colleague pursuant to the settlement of the RSUs or the subsequent sale of any Shares acquired upon settlement.

 

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Section 4.2
- No Advice Regarding Grant

The Company, its Subsidiaries and Designated Associate Companies are not providing any tax, legal or financial advice, nor is the Company making any recommendations regarding the Colleague’s participation in the Plan, the issuance of Shares upon vesting of the RSUs or sale of the Shares. The Colleague should consult with their own personal tax, legal and financial advisors regarding their participation in the Plan before taking any action related to the Plan.

ARTICLE V


DATA PRIVACY NOTICE
Section 5.1
- Data Privacy

The Company is located at 51 Lime Street, London, EC3M 7DQ, England and Wales and grants employees of the Company, Subsidiaries and Designated Associate Companies the opportunity to participate in the Plan, at the Company’s sole discretion. If the Colleague would like to participate in the Plan, the Colleague understands that the Company will process the Colleague’s Personal Data in accordance with the Global Employee Personal Information Protection Notice set forth in Schedule C to this Agreement.

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AGREEMENT OF RESTRICTIVE COVENANTS AND OTHER OBLIGATIONS

Section 5.2
- Restrictive Covenants and Other Obligations

In consideration of the grant of RSUs, the Colleague shall enter into the RCA, a copy of which is attached hereto as Schedule B. In the event the Colleague fails to execute and deliver or electronically accept the RCA in the manner and within the period specified in Section 2.1, the Committee may, in its sole discretion, cancel the RSUs.

Section 6.2 - Certification of Retirement from Industry

For any Colleague whose termination of Service with the Company constitutes a Qualifying Retirement (“Qualifying Retiree”), in order for the Qualifying Retiree to continue to vest in the RSUs in accordance with the provisions of Section 3.1(c), the Qualifying Retiree shall furnish to the Company on or before the Termination Date, and on an annual basis thereafter (for the duration of an Award’s vesting), or at such time and in such manner as the Company may otherwise reasonably require from time to time, in a form provided to the Qualifying Retiree: (i) a statement of any outside employment or consulting services in which the Qualified Retiree has engaged or seeks to engage during the period between the Termination Date and the applicable Vesting Date; and (ii) a statement confirming that the Qualifying Retiree has not disclosed or used any Confidential Information as prohibited by the RCA (together with the statement described in Section 6.2(i), the “Retirement Disclosure”). In the event that a Qualifying Retiree does not make the required Retirement Disclosure, or the Company’s Chief Executive Officer, Chief Human Resources Officer, and General Counsel (jointly), or the Committee Chair, in the case of the current or any former Chief Executive Officer of the Company (the “Retirement Compliance Officers”) determine in their sole and absolute discretion that, based on the Retirement Disclosure or otherwise, the Qualifying Retiree is engaging in outside employment or consulting services that are deemed to be competitive with the Business of the Company, as defined by the RCA, in accordance with applicable law in those states or jurisdictions where such provisions are lawful, or that the Qualifying Retiree has breached the obligations regarding the use and disclosure of Confidential Information (each of the foregoing, a “Retirement Noncompliance Event”), the Retirement Compliance Officers may determine, in their sole and absolute discretion in accordance with applicable law in those states or jurisdictions where such a provision is lawful, that all vesting under Section 3.1(c) shall cease immediately and any rights afforded under this Agreement to the Qualified Retiree shall be forfeited. Notwithstanding a finding of a Retirement Noncompliance Event, the Retirement Compliance Officers may, in their sole and absolute discretion, permit the Qualifying Retiree to continue to vest in the RSUs in accordance with the provisions of Section 3.1(c). Notwithstanding the above, pursuant to California Business & Professions Code § 16600.1, if the Colleague is a current employee of the Company who works in California, or if they were employed by the Company in California at any time after January 1, 2022, they are hereby provided with notice that any clause or agreement between them and the Company that prohibits post-employment competition in California is hereby rescinded and shall be deemed null and void.

ARTICLE VI


MISCELLANEOUS
Section 6.1
- Administration

The Committee shall have the power to interpret the Plan and this Agreement and to adopt such rules for the administration, interpretation and application of the Plan as are consistent therewith and to interpret or revoke any such rules. All actions taken and all interpretations and determinations made by the Committee shall be final and binding upon the Colleague, the Company and all other interested persons. No member of the Committee shall be personally liable for any action, determination or interpretation made

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in good faith with respect to the Plan or the RSUs. In its absolute discretion, the Committee may at any time and from time to time exercise any and all rights and duties of the Committee under the Plan and this Agreement.

Section 6.2
- RSUs Not Transferable

Neither the RSUs nor any interest or right therein or part thereof shall be subject to the debts, contracts or engagements of the Colleague or their successors in interest or shall be subject to disposition by transfer, alienation, anticipation, pledge, encumbrance, assignment or any other means whether such disposition be voluntary or involuntary or by operation of law by judgment, levy, attachment, garnishment or any other legal or equitable proceedings (including bankruptcy), and any attempted disposition thereof shall be null and void and of no effect.

Section 6.3
- Binding Effect

The provisions of this Agreement shall be binding upon and accrue to the benefit of the parties hereto and their respective heirs, legal representatives, successors and assigns.

Section 6.4
- Notices

Any notice to be given under the terms of this Agreement to the Company shall be addressed to the Company at the following address:

 

Willis Towers Watson plc

c/o Matthew S. Furman

General Counsel

200 Liberty Street

New York, NY 10281

 

and any notice to be given to the Colleague shall be at their address.

By a notice given pursuant to this Section 7.4, either party may hereafter designate a different address for notices to be given to them. Any notice that is required to be given to the Colleague shall, if the Colleague is then deceased, be given to the Colleague’s personal representatives if such representatives have previously informed the Company of their status and address by written notice under this Section 7.4. Any notice shall have been deemed duly given when enclosed in a properly sealed envelope or wrapper addressed as aforesaid, deposited (with postage prepaid) in a post office or branch post office regularly maintained by the United States Postal Service or the United Kingdom’s Post Office or in the case of a notice given by a Colleague resident outside the United States of America or the United Kingdom, sent by a recognized international courier service.

Section 6.5
- Titles

Titles are provided herein for convenience only and are not to serve as a basis for interpretation or construction of this Agreement.

Section 6.6
- Applicability of Plan

The RSUs and the Shares underlying the RSUs shall be subject to all of the terms and provisions of the Plan, to the extent applicable to the RSUs and the underlying Shares. In the event of any conflict between this Agreement and the Plan, the terms of the Plan shall control.

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Section 6.7
- Amendment

No amendment that materially and adversely impacts the rights of the Colleague under the Agreement may be made without the consent of the Colleague, unless the Amendment is required or advisable to facilitate compliance with applicable law, as determined in the sole discretion of the Committee.

Section 6.8
- Governing Law

This Agreement shall be governed by, and construed in accordance with the laws of Ireland without regard to its conflicts of law provisions; provided, however, that the RCA, as set forth in Schedule B, shall be governed by and construed in accordance with the laws specified in that agreement without regard to conflicts of law provisions.

 

Section 6.9
- Jurisdiction

The state and federal courts located in the County of New York, State of New York shall have exclusive jurisdiction to hear and determine any suit, action or proceeding and to settle any disputes, which may arise out of or in connection with this Agreement and, for such purposes, the parties hereto irrevocably and unconditionally submit to the exclusive jurisdiction of such courts; provided, however, that with respect to the RCA the courts specified in such agreements shall have jurisdiction to hear and determine any suit, action or proceeding and to settle any disputes which may arise out of or in connection with that agreement.

Section 6.10
- Electronic Delivery and Acceptance

The Company may, in its sole discretion, decide to deliver any documents related to current or future participation in the Plan by electronic means. The Colleague hereby consents to receive such documents by electronic delivery and agrees to participate in the Plan through an on-line or electronic system established and maintained by the Company or a third-party broker/stock plan administrator designated by the Company. Further, to the extent that this Agreement has been executed on behalf of the Company electronically, the Colleague accepts the electronic signature of the Company.

Section 6.11
- Choice of Language

By accepting the Agreement providing for the terms and conditions of the Colleague’s grant, the Colleague confirms having read and understood the documents relating to this grant (the Plan and the Agreement) which were provided in the English language. The Colleague accepts the terms of those documents accordingly.

Section 6.12
- Severability

The provisions of this Agreement are severable and if any one or more provisions are determined to be illegal or otherwise unenforceable, in whole or in part, the remaining provisions shall nevertheless be binding and enforceable.

Section 6.13
- Schedule A

The RSUs shall be subject to any special provisions set forth in Schedule A for the Colleague’s country of residence, if any. If the Colleague relocates to one of the countries included in Schedule A prior to the vesting of the RSUs, the special provisions for such country shall apply to the Colleague, to the extent the Company determines that the application of such provisions is necessary or advisable for legal or administrative reasons. Schedule A constitutes part of this Agreement.

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Section 6.14
- Imposition of Other Requirements

The Company reserves the right to impose other requirements on the RSUs and the Shares acquired upon vesting of the RSUs, to the extent the Company determines it is necessary or advisable for legal or administrative reasons, and to require the Colleague to sign any additional agreements or undertakings that may be necessary to accomplish the foregoing.

Section 6.15
- Insider Trading / Market Abuse Laws

The Colleague acknowledges that, depending on the Colleague or the Colleague’s broker’s country of residence or where the Shares are listed, the Colleague may be subject to insider trading restrictions and/or market abuse laws, which may affect the Colleague’s ability to accept, acquire, sell or otherwise dispose of Shares or rights to Shares (e.g., RSUs) or rights linked to the value of Shares under the Plan during such times as the Colleague is considered to have “inside information” regarding the Company (as defined by the laws or regulations in the applicable jurisdictions of the Colleague’s country). Local insider trading laws and regulations may prohibit the cancellation or amendment of orders the Colleague placed before the Colleague possessed inside information. Furthermore, the Colleague could be prohibited from (i) disclosing the inside information to any third party (other than on a “need to know” basis) and (ii) “tipping” third parties or causing them otherwise to buy or sell securities. Third parties include fellow employees and consultants. Any restrictions under these laws or regulations are separate from and in addition to any restrictions that may be imposed under any applicable Company insider trading policy. The Colleague acknowledges they are responsible for complying with any applicable restrictions and is encouraged to speak to their personal legal advisor for further details regarding any applicable insider-trading and/or market-abuse laws in the Colleague’s country.

Section 6.16
- Foreign Asset/Account Reporting Requirements and Exchange Controls

The Colleague’s country may have certain foreign asset and/or foreign account reporting requirements and exchange controls which may affect the Colleague’s ability to acquire or hold Shares under the Plan or cash received from participating in the Plan (including from any dividends paid on Shares, sale proceeds resulting from the sale of Shares acquired under the Plan) in a brokerage or bank account outside the Colleague’s country. The Colleague may be required to report such accounts, assets or transactions to the tax or other authorities in the Colleague’s country. The Colleague also may be required to repatriate sale proceeds or other funds received as a result of the Colleague’s participation in the Plan to the Colleague’s country through a designated bank or broker within a certain time after receipt. The Colleague acknowledges that it is their responsibility to be compliant with such regulations, and the Colleague should consult their personal legal advisor for any details.

Section 6.17
- Waiver

The Colleague acknowledges that a waiver by the Company of breach of any provision of this Agreement shall not operate or be construed as a waiver of any other provision of this Agreement, or of any subsequent breach by the Colleague or any other participant of the Plan.

 

Section 6.18
- Counterparts

This Agreement may be executed in any number of counterparts, each of which shall be deemed to be an original and all of which together shall constitute one and the same instrument.

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Section 6.19
- Code Section 409A

For purposes of United States taxpayers, it is intended that the terms of the RSUs will comply with the provisions of Section 409A of the Code and the Treasury Regulations relating thereto so as not to subject the Colleague to the payment of additional taxes and interest under Section 409A of the Code, and this Agreement will be interpreted, operated and administered in a manner that is consistent with this intent. In furtherance of this intent, the Committee may adopt such amendments to this Agreement or adopt other policies and procedures (including amendments, policies and procedures with retroactive effect), or take any other actions, in each case, without the consent of the Colleague, that the Committee determines are reasonable, necessary or appropriate to comply with the requirements of Section 409A of the Code and related United States Department of Treasury guidance. In that light, the Company, its Subsidiaries and any Designated Associate Companies make no representation or covenant to ensure that the RSUs that are intended to be exempt from, or compliant with, Section 409A of the Code are not so exempt or compliant or for any action taken by the Committee with respect thereto. Nothing in the Agreement shall provide a basis for any person to take action against the Company, its Subsidiaries or its Designated Associate Companies based on matters covered by Section 409A of the Code, including the tax treatment of any Shares or other payments made under the RSUs granted hereunder, and the Company, its Subsidiaries and any Designated Associate Companies shall not under any circumstances have any liability to the Colleague or their estate or any other party for any taxes, penalties or interest due on amounts paid or payable under this Agreement, including taxes, penalties or interest imposed under Section 409A of the Code.

 

By the Colleague’s execution or electronic acceptance of this Agreement (including the Schedules attached hereto) in the manner specified in the Colleague’s online account with the Company’s designated broker/stock plan administrator, the Colleague and the Company have agreed that the RSUs are granted under and governed by the terms and conditions of the Plan and this Agreement (including the Schedules attached hereto).

 

Signed for and on behalf of

Willis Towers Watson Public Limited Company by:

 

/s/ img204631789_0.jpg

Name: Kristy Banas

Title: Chief Human Resources Officer

Colleague:

 

Signature: #Signature#

 

Print Name: #ParticipantName#

 

#AcceptanceDate#

 

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Schedule A

COUNTRY-SPECIFIC APPENDIX TO RESTRICTED SHARE UNIT AWARD AGREEMENT

(Time-Based Restricted Share Units)

 

WILLIS TOWERS WATSON PUBLIC LIMITED COMPANY

2012 EQUITY INCENTIVE PLAN, AS AMENDED AND RESTATED

 

Capitalized terms used but not defined herein shall have the meanings ascribed to them in the Agreement or the Plan.

Terms and Conditions

This Schedule A includes additional terms and conditions that govern the Time-Based Restricted Share Unit Award granted to the Colleague under the Willis Towers Watson Public Limited Company 2012 Equity Incentive Plan, as amended from time to time (the “Plan”) and the applicable time-based Restricted Share Unit Agreement (the “Agreement”) if the Colleague resides in one of the countries listed below. This Schedule A forms part of the Agreement. Capitalized terms used but not defined herein shall have the meanings ascribed to them in the Agreement or the Plan.

 

Notwithstanding Section 1.8 and Section 3.1(c) of the Agreement, if the Company receives a legal opinion that there has been a legal judgment and/or legal development in the Colleague’s jurisdiction that likely would result in the favorable treatment that applies to the RSUs as a result of the Colleague’s retirement or reaching a certain age being unlawful and/or discriminatory, the favorable treatment contemplated under Section 1.8 and Section 3.1(c) shall not apply and Section 3.1 shall apply to the Colleague without giving effect to Section 3.1(c).

 

Notifications

 

This Schedule A also includes information based on the securities, exchange control and other laws in effect in the Colleague’s country as of March 2024. Such laws are often complex and change frequently. As a result, the Company strongly recommends that the Colleague not rely on the information noted herein as the only source of information relating to the consequences of the Colleague’s participation in the Plan because the information may be out of date at the time the RSUs vest under the Plan.

 

In addition, the information is general in nature. The Company is not providing the Colleague with any tax advice with respect to the RSUs. The information provided below may not apply to the Colleague’s particular situation, and the Company is not in a position to assure the Colleague of any particular result. Accordingly, the Colleague should seek appropriate professional advice as to how the tax or other laws in the Colleague’s country apply to the Colleague’s situation.

 

Finally, if the Colleague is a citizen or resident of a country other than the one in which the Colleague is currently residing and/or working, transfers employment and/or residency after the Grant Date, or is considered a resident of another country for local law purposes, the terms and conditions contained herein for the country the Colleague is residing and/or working in at the time of grant may not be applicable to the Colleague, and the Company shall, in its discretion, determine to what extent the terms and conditions contained herein shall be applicable to the Colleague. Similarly, the information contained herein may no longer be applicable in the same manner.

 

 

A-1

 

 

IRELAND

 

Terms and Conditions

 

RSU Payment

This provision supplements Section 2.2 of the Agreement:

Notwithstanding any discretion in the Plan or anything to the contrary in the Agreement, the RSUs do not provide any right for the Colleague to receive a cash payment and the RSUs will be settled in Shares only.

 

Notifications

 

Director Reporting Obligation

If the Colleague is a director, shadow director1 or secretary of the Company or an Irish Subsidiary, they must notify the Company or the Irish Subsidiary in writing if the Colleague receives or disposes of an interest exceeding 1% of the Company (e.g., RSUs, Shares, etc.), if Colleague becomes aware of the event giving rise to the notification requirement, or if the Colleague becomes a director or secretary if such an interest exists at the time. This notification requirement also applies with respect to the interests of a spouse or minor children (whose interests will be attributed to the director, shadow director or secretary).

 

United Kingdom

 

Terms and Conditions

 

RSU Payment

This provision supplements Section 2.2 of the Agreement:

Notwithstanding any discretion in the Plan or anything to the contrary in the Agreement, the RSUs do not provide any right for the Colleague to receive a cash payment and the RSUs will be settled in Shares only.

 

Tax Withholding

The following provisions supplement Section 2.5 of the Agreement:

 

Without limitation to Section 2.5 of the Agreement, the Colleague agrees that they are liable for all Tax-Related Items and hereby covenants to pay all such Tax-Related Items, as and when requested by the Company or the Employer or by HM Revenue & Customs (“HMRC”) (or any other tax authority or any other relevant authority). The Colleague also hereby agrees to indemnify and keep indemnified the Company and the Employer against any Tax-Related Items that they are required to pay or withhold or have paid or will pay to HMRC (or any other tax authority or any other relevant authority) on the Colleague’s behalf.

 

Notwithstanding the foregoing, if the Colleague is a director or executive officer of the Company (within the meaning of Section 13(k) of the Exchange Act), the Colleague shall not be eligible for a loan from the Employer to cover income tax. In the event that the Colleague is a director or executive officer and the income tax is not collected from or paid by them within ninety days of the end of the United Kingdom (“UK”) tax year in which the event giving rise to the income tax occurs, or such other period as required

1 A shadow director is an individual who is not on the board of directors of the Company or an Irish Subsidiary but who has sufficient control so that the board of directors of the Company or Irish Subsidiary, as applicable, acts in accordance with the directions and instructions of the individual.

 

A-2

 

 

under UK law, the amount of any uncollected income tax may constitute a benefit to them on which additional income tax and National Insurance Contributions (“NICs”) may be payable. The Colleague will be responsible for reporting and paying any income tax due on this additional benefit directly to HMRC under the self-assessment regime and for reimbursing the Company or the Employer, as applicable, for any employee NICs due on this additional benefit, which may be recovered from the Colleague by the Company or the Employer at any time thereafter by any of the means referred to in Section 2.5 of the Agreement.

 

UNITED STATES OF AMERICA

Notifications

Exchange Control Information

Under the Foreign Account Tax Compliance Act (“FATCA”), United States taxpayers who hold Shares or rights to acquire Shares (i.e., RSUs) may be required to report certain information related to their holdings to the extent the aggregate value of the RSUs/Shares exceeds certain thresholds (depending on the Colleague’s filing status) with the Colleague’s annual tax return. The Colleague should consult with their personal tax or legal advisor regarding any FATCA reporting requirements with respect to the RSUs or any Shares acquired under the Plan.

 

 

A-3

 

 

SCHEDULE C

Willis Towers Watson

Global Employee Personal Information Protection Notice

 

Last Updated: September 2023

 

1.
Introduction

Willis Towers Watson operates as a global business through its affiliated entities (together “the Willis Towers Watson Group”). The Willis Towers Watson Group values the trust of its employees worldwide and is committed to protecting their personal information.

The Willis Towers Watson Group operates in many different countries. Some of these countries have laws related to the collection, use, transfer and disclosure of the personal information of individuals, including our employees. The purpose of this Global Employee Personal Information Protection Notice (the “Notice”) is to give you information about what personal information the Willis Towers Watson Group collects, uses, transfers and discloses, and why.

The Willis Towers Watson Group entity responsible for collecting and processing your personal data is the entity that employs you. The Willis Towers Watson Group may also engage with outside entities to collect information consistent with this notice. You can check which entity employs you by checking your contract of employment or by asking your usual HR contact. In this Notice, the term "we" or "us" refers to that entity. The information that we collect about you as an employee allows us to administer your benefits and helps to support routine Human Resources and operational processes, contingency planning, and internal talent searches.

2.
What Personal Information about you that we collect, and how we collect Your Personal Information

In the course of your employment, we may have collected or will collect information about you and your working relationship with us, your spouse, domestic/civil partner and/or dependents (“Dependents”). We refer to such information as “Personal Information” (also known as Personal Data in the Cayman Islands). For more specific information regarding what Personal Information about you, we may collect, use, transfer and disclose, and the purposes for which it may be collected, used, transferred and disclosed, please see Annex 1 to this Notice. Local employee handbooks, office manuals, works council agreements and notices provided in your local office or on the Willis Towers Watson intranet site may provide additional details or information.

Sources of Personal Information

We normally collect your Personal Information directly from you, for example when you apply for a job with us, when you commence your role, and from time to time throughout your employment when we ask you to provide information. We may be required as a consequence of our relationship with you as your employer, or by law, to collect certain Personal Information about you. Failure to provide this information may prevent or delay the fulfilment of our obligations as an employer. We will inform you at the time your information is collected whether certain information is compulsory and the consequences of the failure to provide such information.

We also collect certain Personal Information about you from other sources, including:

(a)
background check information from employment screening agencies or publicly available registers (as allowed by law), or references obtained during recruitment;

C-1

 

 

(b)
publicly available professional profiles on websites or social media (e.g. LinkedIn); and
(c)
information about your performance or conduct from other employees, clients, or service providers you work with who may provide feedback about you or participate in performance evaluations or reviews.
3.
The Legal Bases and purposes for which we use, transfer, and disclose Your Personal Information

In the EU, data protection laws and other laws, for example the Cayman Islands Data Protection Act (“DPA”) require that we only process personal information subject to one or more valid legal bases. In such cases our legal basis will be one of the following:

(a)
to fulfil our contractual obligations to you in connection with your employment contract with us;
(b)
to comply with our legal obligations, for example obtaining proof of your identity to enable us to meet our anti-money laundering obligations, or obtaining proof of your right to work status to enable us to meet relevant obligations;
(c)
to comply with our legal obligations to you, for example health and safety obligations that we must comply with as your employer or to a third party (e.g. the taxation authorities);
(d)
to meet our legitimate interests, for example to manage our employees effectively, to protect us against theft or other crime, to allow you access to our technology and HR resources, and to conduct analytics that allows us to manage our workforce efficiently and plan recruitment activities. When we process personal information to meet our legitimate interests, we put in place robust safeguards to ensure that your privacy is protected and to ensure that our legitimate interests are not overridden by your interests or fundamental rights and freedoms;
(e)
to protect your or another person's vital interests, for example by providing your health information to a doctor in a medical emergency; or
(f)
the processing is necessary for medical purposes and is undertaken by (a) a health professional; or (2) a person who, in the circumstances, owes a duty of confidentiality equivalent to that which would arise if that person were a health professional. (see DPA).

We may obtain your explicit consent to collect and use certain types of Personal Information when we are required to do so by law (for example, when we process some categories of sensitive personal information or, where required by law, execute a processing which is classified as “profiling”). If we ask for your consent to process your personal information, you may withdraw your consent at any time by contacting privacy@willistowerswatson.com.

The purposes for which we use your personal information are explained in more detail in Annex 1 to this Notice.

4.
Monitoring tools, profiling and automated decision-making

Some of the technology we use to protect company confidential information and ensure compliance with company policies monitors employee IT usage and employee communications and may automatically filter, record or block the sending of communications, or flag certain communications for further review, subject to meeting local legal requirements. For further information on this, please contact

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privacy@willistowerswatson.com. Subject to restrictions under local laws, we may also use technology (including third party solutions) to process your Personal Information in a manner that constitutes "profiling". This involves the use of software that is able to evaluate your personal aspects and predict risks or outcomes. We do this to assist in workforce management, for example we may use software to ensure our workforce is managed and utilised efficiently, to predict risks in staff retention, to detect problems in the workplace, and/or to ensure that employees are being compensated fairly.

 

Although we may use this type of technology to assist our decision-making, where required by law, we do not make important decisions about employees (e.g. as to their compensation, dismissal or promotion) without a member of management and/or the HR team assessing all the circumstances.

5.
Transfer of Personal Information

Due to the global nature of Willis Towers Watson Group operations, we may disclose Personal Information to personnel and departments in other entities which are part of the Willis Towers Watson Group to fulfil the purposes described in this Notice. This may include transferring Personal Information to other countries (including countries other than where you are based that have a different data protection regime than is found in the country where you are based). If you are located in the European Economic Area (the “EEA”), the UK or Switzerland this may include countries outside of the EEA, UK or Switzerland. If you are located in the Cayman Islands, this may include the United States, the European Union, India, and Bermuda. If you are located in Quebec, this may include other Canadian provinces, the United States, the European Union, India or other countries. Some of these countries are recognized by the European Commission or other regulators as providing an adequate level of protection according to EEA standards (the full list of these countries is available here), while others are not. With regard to transfers to other countries that do not provide an adequate level of protection according to EEA standards, we have put in place adequate measures, such as standard contractual clauses adopted by the European Commission, to protect your information. You may obtain more information about these measures and the Willis Towers Watson Group's Global Privacy Program by contacting privacy@willistowerswatson.com.

Access to Personal Information within the Willis Towers Watson Group will be limited to those who have a need to know the information for the purposes described in Annex 1 to this Notice, and may include your managers and their designees, personnel in the international management, HR, IT, Compliance, Legal, Finance and Accounting and Internal Audit to the extent that it is legally necessary.

All personnel within the Willis Towers Watson Group will generally have access to your business contact information such as name, position, telephone number, postal address, email address and photograph.

From time to time, we and other entities within the Willis Towers Watson Group may need to make Personal Information available to other unaffiliated third parties. For a list of the categories of unaffiliated third parties, please see Annex 1 to this Notice. Some of the unaffiliated third parties will be located outside of your home jurisdiction, including in the United States and other jurisdictions that may not provide an adequate level of protection according to EEA standards. Third party service providers and professional advisors are required to protect the confidentiality and security of Personal Information, and only use Personal Information for the provision of services to Willis Towers Watson Group, and in compliance with applicable law.

6.
Security

Willis Towers Watson Group will take appropriate measures to protect Personal Information consistent with applicable privacy and data security laws and regulations, including requiring service providers to use appropriate measures to protect the confidentiality and security of Personal Information.

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7.
Data Retention

The Willis Towers Watson Group will keep your personal information for as long as you remain employed by us, and for a period of 10 years thereafter. We will only retain your personal information after this time if we are required to do so to comply with the law, or if there are outstanding or, where allowed by law, reasonably anticipated claims or complaints that will reasonably require your personal information to be retained. For additional details, please review our Records Management Policy.

If there is any information that we are unable, for technical reasons, to delete entirely from our systems, we will put in place appropriate measures to prevent any further processing or use of the data.

8.
Access and correction requests, questions, and complaints

You have certain rights regarding your Personal Information, subject to local law, which may include the right to:

•
access your Personal Information;
•
rectify the information we hold about you;
•
erase your Personal Information;
•
restrict our use of your Personal Information;
•
object to our use of your Personal Information;
•
receive your Personal Information in a usable electronic format and transmit it to a third party (right to data portability);
•
withdraw your consent to any processing based on consent at any time;
•
lodge a complaint with your local data protection authority if you believe that we have not been able to assist with your complaint or concern (and the right to seek compensation pertaining to DPA);
•
the right to be informed about the collection and use of Personal Information; and
•
the right to stop direct marketing.
•
the right to restrict automated decision making (see DPA).

If you have any questions about this Notice or if you would like to discuss or exercise your rights, please contact Human Resources or email privacy@willistowerswatson.com.

If you wish to file a complaint about the way your information is processed, we encourage you to first contact your local Human Resources Representative, who will take all reasonable efforts to solve the issue. You have the right at all times to lodge a complaint with a supervisory authority responsible for your country or region.

9.
Employee’s Obligations

Please keep Personal Information up to date and inform us of any significant changes to Personal Information. You agree to inform your Dependents whose Personal Information you provide to us about the content of this Notice and to explain the use (including transfer and disclosure) of that Personal Information by us as set out in this Notice.

10.
Changes to the Policy

We may modify or update this Notice from time to time.

If we change this Notice, we will notify you of the changes. Where changes to this Notice will have a fundamental impact on the nature of the processing or otherwise have a substantial impact on you, we will

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give you sufficient advance notice so that you have the opportunity to exercise your rights (e.g. to object to the processing).

11.
Contact

The Willis Towers Watson entity that employs you is the controller, business or responsible party responsible for processing your Personal Information in accordance with this Notice. Please contact your local Human Resources representative for further information on this entity and the appropriate means to contact them.

For questions or comments about this Notice, please contact Human Resources or email privacy@willistowerswatson.com.

In some countries, there is a legal requirement to provide a named individual and their contact details. These are:

 

Country

Name

Contact details

Canada

 

Attention of the Privacy Officer:

Towers Watson Canada Inc. and/or Willis Canada Inc.

130 King St W, Exchange Tower, Suite 1500

P.O. Box 424

Toronto, ON M5X 1E3

 

Email: privacy@willistowerswatson.com

Phone: 416.960.2700

Nigeria

Adewunmi Akinmodiro

Adewunmi.Akinmodiro@willistowerswatson.com

Willis Towers Watson Nigeria Limited

 6th Floor, Africa RE Building. Plot 1679 Karimu Kotun Street, Victoria Island Lagos, Nigeria.

 

South Africa

André Wild

Andre.Wild@willistowerswatson.com

Towers Watson (Pty) Ltd

Level 4, MontClare Place, 23 Main Road, Claremont, Cape Town, 7708

Private Bag X30, Rondebosch, 7701

Pasha Karodia

 

Pasha.Karodia@willistowerswatson.com

Willis South Africa (Pty) Ltd

Illovo Edge, 1 Harries Road, Illovo, Johannesburg 2196

 

 

 

 

 

 

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ANNEX 1

 

Categories of Personal Information Collected About Employees

Generally, we may collect the below categories of personal information about Employees:

 

Name, Contact Info and other Identifiers: identifiers including, but not limited to:

•
Personal Details: Name, alias, employee identification number, work and home contact details (email, phone numbers, physical address), language(s) spoken, gender, date of birth, nationality, place of birth, state identification card, national identification number, passport number, social security number, driver’s license, marital/civil partnership status, domestic partners, dependants, disability status, emergency contact information, health, insurance and benefits details, vehicle data, IP address, and photograph.
•
Documentation Required under Immigration Laws: Citizenship, passport data, details of residency or work permit.
•
System and Application Access Data: Information required to access company systems and applications such as System ID, LAN ID, email account, instant messaging account, mainframe ID, employee ID, manager employee ID, system credentials, employee status, branch state, country code, previous company details, previous branch details, and previous department details..

Protected Classifications: characteristics of protected classifications under California or federal law including, but not limited to:

•
Citizenship information, as well as residency and work permit details
•
Medical information and disability information
•
Information we collect as part of our diversity and inclusion efforts including, but not limited to, race, ethnicity, color, sex, gender, sexual orientation, age, religion, national origin, disability, and citizenship status. These data are collected only if we are authorised by local regulations to do so and subject to implementing appropriate safeguards as required by applicable law

Usage Data: internet or other electronic network activity information including, but not limited to, browsing history, search history, and information regarding a resident’s interaction with an internet website, application, or advertisement. This includes:

•
Access logs and usage details regarding activities on Willis Towers Watson network, systems and devices, including but not limited to website and browsing history.
•
Physical access logs and call logs
•
Electronic content produced using Willis Towers Watson systems

Biometric information: an individual’s physiological, biological or behavioral characteristics including information pertaining to an individual's deoxyribonucleic acid (DNA), that is used or intended to be used, singly or in combination with each other or with other identifying data, which is used to establish individual identity, for the purposes of uniquely identifying someone. These data are collected only if we are authorised by local regulations to do so and subject to implementing appropriate safeguards as required by applicable law.

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Geolocation Data: precise geographic location information about a particular Willis Towers Watson device.

Audio, Video and other Electronic Data: audio, electronic, visual, thermal, olfactory, or similar information. This includes:

•
CCTV footage and photographs
•
Call recordings and other audio recording (e.g., recorded meetings and webinars)

Employment History: professional or employment-related information. This includes, but is not limited to:

•
Compensation and Payroll: Base salary, bonus, benefits, compensation type, salary step within assigned grade, details on stock options, stock grants and other awards, currency, pay frequency, effective date of current compensation, salary reviews, banking details, working time records (including vacation and other absence records, leave status, hours worked and department standard hours), pay data and termination date.
•
Position: Description of current position, job title, corporate status, management category, job code, salary plan, pay grade or level, job function(s) and subfunction(s), company name and code (legal employer entity), branch/unit/department, location, employment status and type, full-time/part-time, terms of employment, employment contract, work history, hire/re-hire and termination date(s) and reason, length of service, retirement eligibility, promotions and disciplinary records, date of transfers, and reporting manager(s) information.
•
Talent Acquisition and Talent Management Information: Professional qualifications, language and other relevant skills, certification, certification expiration dates), information necessary to complete a background check and/or licensure application, details on performance management ratings, development programs planned and attended, e-learning programs, performance and development reviews, willingness to relocate, driver’s license information, and information used to populate employee biographies.
•
Management Records: Details of any shares of common stock or directorships.

Education Information: information about education history or background that is not publicly available personally identifiable information as defined in the federal Family Educational Rights and Privacy Act (20 U.S.C. section 1232g, 34 C.F.R. Part 99). This includes, but is not limited to:

•
Degrees, certificates or other training completed, schools attended and relevant dates.
•
Details contained in letters of application and resume/CV (previous employment background.

Profiles and Inferences: inferences drawn from any of the information identified above to create a profile about a resident reflecting the resident’s preferences, characteristics, psychological trends, predispositions, behaviour, attitudes, intelligence, abilities, and aptitudes.

Logins and Account Access Information: information which reveals a consumer’s account login, financial account, debit or credit card in combination with any required security or access code, password or credential allowing access.

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What About Sensitive Information?

We may also collect certain types of information that is considered sensitive data (or special categories of data) under applicable law; we will only collect such information when permitted by local law, such as health/medical information, place of birth, trade union membership information, religion, and race or ethnicity. We collect this information for specific purposes, such as health/medical information in order to accommodate a disability or illness and to provide benefits; religion or church affiliation in countries such as Germany where required for statutory tax deductions; and diversity-related Personal Information (such as gender, race or ethnicity) in order to comply with legal obligations and internal policies relating to diversity and anti-discrimination.

Please be assured that, as explained in the following section, we will only use such sensitive information for the following purposes and as provided by law.

The Purposes for which we may collect, use, transfer and disclose Personal Information:

•
Managing Workforce: Managing work activities and personnel generally, including recruitment, appraisals, performance management, promotions and succession planning, rehiring, administering salary, and payment administration and reviews, wages and other awards such as stock options, stock grants and bonuses, healthcare, pensions and savings plans, training, leave, managing sickness leave, promotions, transfers, secondments, honoring other contractual benefits, providing employment references, loans, performing workforce analysis and planning, performing employee surveys, performing background checks, managing disciplinary matters, grievances and terminations, reviewing employment decisions, making business travel arrangements, managing business expenses and reimbursements, planning and monitoring of training requirements and career development activities and skills, and creating and maintaining one or more internal employee directories.
•
Communications and Emergencies: Facilitating communication with you, ensuring business continuity, providing references, protecting the health and safety of employees and others, safeguarding IT infrastructure, office equipment and other property, facilitating communication with you and/or your nominated contacts in an emergency.
•
Business Operations: Operating and managing the IT and communications systems, ensuring the security of Company systems, networks and information, managing product and service development, improving products and services, managing company assets, allocating company assets and human resources, strategic planning, project management, business continuity, compilation of audit trails and other reporting tools, maintaining records relating to business activities, budgeting, financial management and reporting, communications, managing mergers, acquisitions, sales, re-organizations or disposals and integration with purchaser.
•
Compliance: Complying with legal and other requirements, such as income tax and national insurance deductions, record-keeping and reporting obligations, conducting audits, reporting corporate governance, compliance with government inspections and other requests from government or other public authorities, responding to legal process such as subpoenas, pursuing legal rights and remedies, for the purpose of observing our legal obligations, which include preventing business transactions with restricted parties and complying with relevant global trade control laws, defending litigation and managing any internal complaints or claims, conducting investigations and complying with internal policies and procedures.
•
Monitoring: Monitoring compliance with internal policies and Code of Business Conduct, monitoring activity in public places by CCTV and monitoring of telephone, email, Internet, instant

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messaging and other company resources as detailed in our policies and permitted by local law, regulation and any applicable works council agreements.
•
Complying with record keeping requirements: Complying with record keeping requirements, including retention requirements mandated by statute or governmental regulatory agencies in the geographies where we do business, as defined in our agreements, or per client instructions.

 

Aggregate and de-identified information. To the extent permitted by law, we may de-identify personal information and create anonymous and aggregated data sets and reports in order to assess, improve, and develop our business, products, and services, prepare benchmarking reports on our industry, and for other research, marketing and analytics purposes. When we de-identify personal information, we have implemented reasonable measures as required by law to ensure that the de-identified data cannot be associated with any individual or client. We will only maintain and use such data in a de-identified manner and do not attempt to re-identify the data, except as permitted by law.

 

The categories of unaffiliated third parties with whom Willis Towers Watson may share Personal Information:

•
Professional Advisors: Accountants, auditors, lawyers, insurers, bankers, and other outside professional advisors in all of the countries in which the Willis Towers Watson Group operates.
•
Service Providers: Companies that provide products and services to the Willis Towers Watson Group such as recruitment, onboarding, payroll, pension scheme, benefits providers; human resources services, performance management, training, expense management, IT systems suppliers and support; third parties assisting with equity compensation programs, credit card companies, medical or health practitioners, trade bodies and associations, and other service providers.
•
Public and Governmental Authorities: Entities that regulate or have jurisdiction over companies in the Willis Towers Watson Group such as regulatory authorities, law enforcement, public bodies, and judicial bodies (who may be located in other countries around the world).
•
Corporate Transaction: A third party in connection with any proposed or actual reorganization, merger, sale, joint venture, assignment, transfer or other disposition of all or any portion of the Willis Towers Watson Group's business, assets or stock (including in connection with any bankruptcy or similar proceedings).

 

 

 

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ANNEX 2 – Processing of Personal Information Related to Internal Investigations

An internal investigation may arise for a variety of reasons, such as when the Legal or Compliance teams receive a report related to colleague actions or omissions that could constitute abuse, harassment, discrimination, wrongdoing, or violations of law or Willis Towers Watson policy. During an internal investigation, Willis Towers Watson may collect and process your Personal Information in accordance with the Global Employee Personal Information Protection Notice generally and also the provisions of this Annex 2.

 

In an internal investigation, your Personal Information will be processed for the purposes of conducting the investigation. In addition, it may be processed for purposes of Willis Towers Watson ensuring compliance with its ethical and legal responsibilities, and for Willis Towers Watson to act based on the findings of the investigation. The lawful basis for this processing is the legitimate interest of Willis Towers Watson to investigate, detect, minimize, mitigate, and address any alleged or actual unethical or unlawful actions within the framework of Willis Towers Watson’s internal policies and procedures, including Willis Towers Watson’s Code of Conduct, which are designed to ensure the ethical and lawful management and operation of our business, consistent with applicable laws.

 

Personal Information obtained during an internal investigation will be accessible only to those authorized WTW colleagues involved with the investigation. It may also be shared with third parties engaged by Willis Towers Watson who are assisting with the investigation such as legal counsel. Under appropriate circumstances, Personal Information obtained during an investigation may also be shared with legal authorities and/or the courts.

 

Personal Information related to the investigation will be maintained for as long as necessary for the purposes set forth above and in accordance with our Records Management Policy. For example, if you are interviewed, the Personal Data related to your interview will be retained, archived, and ultimately deleted in accordance with the Willis Towers Watson Records Management Policy.

 

 

 

 

 

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ANNEX 3 – Information for California Residents

In this section, we provide information for California residents as required under California privacy laws, including the California Consumer Privacy Act (CCPA), which requires that we provide California residents certain specific information about how we handle their personal information, whether collected online or offline. This section does not address or apply to our handling of:

 

•
publicly available information made lawfully available by state or federal governments
•
personal information that is subject to an exemption under Section 1798.145(c) – (f) of the CCPA (such as protected health information that is subject to HIPAA or the California Medical Information Act, and non-public information subject to the Gramm Leach Bliley Act or the California Financial Information Privacy Act)
•
personal information we collect about job applicants or independent contractors at Willis Towers Watson
•
personal information about individuals acting for or on behalf of another company, to the extent the information relates to our transactions with such company, products or services that we receive from or provide to such company, or associated communications or transactions (except that such individuals have the right to opt-out of any sale of their personal information and to not be subject to any discrimination for exercising such right)

 

Categories of personal information we collect, disclose, sell, or share. Our collection, use and disclosure of personal information about a California resident will vary depending upon the circumstances and nature of our interactions or relationship with such resident. Annex 1 sets out generally the categories of personal information (as defined by the CCPA) about California residents that we collect, sell, and disclose to others for a business purpose. We collect these categories of personal information from the sources, and for the purposes described above in the main body of this privacy notice and in Annex 1. In addition, we also collect some of this information by observing your actions on our systems and websites. We process personal data belonging to individuals 16 years or younger.

The CCPA defines a “sale” as disclosing or making available to a third party Personal Information in exchange for monetary or other valuable consideration, and it defines “share” in pertinent part as disclosing personal information to a third party for cross-context behavioral advertising. We do not “sell,” or “share” personal data which is subject to this Privacy Notice.

Rights of California residents. California law grants California residents certain rights and imposes restrictions on particular business practices as set forth below.

•
Do-Not-Sell: California residents have the right to opt-out of our sale of their personal information. We do not “sell” personal information subject to this notice.
•
Initial Notice: We are required to notify California residents, at or before the point of collection of their personal information, the categories of personal information collected and the purposes for which such information is used.
•
Request to Delete: California residents have the right to request deletion of their personal information that we have collected about them and to have such personal information deleted, except where an exemption applies. We will respond to verifiable requests received from California residents as required by law. The instructions for submitting a verifiable Request to Delete are described in the “Submitting Requests” section below.
•
Limit the Use of Sensitive Personal Information: California residents have the right in certain instances to request that we limit the use and sharing of their sensitive personal information. The

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CCPA defines “sensitive personal information” to include, among other things, your: social security, driver’s license, state identification card, or passport numbers; account log-in, financial account, debit card, or credit card numbers in combination with any required security or access code, password, or credentials allowing access to an account; racial or ethnic origin, religious or philosophical beliefs, or union membership; genetic data; and biometric information (including physiological, biological, or behavioral characteristics).
•
Request to Know: California residents have the right to request and, subject to certain exemptions, receive a copy of the specific pieces of personal information that we have collected, used, disclosed and sold about them and to have this delivered, free of charge, either (a) by mail or (b) electronically in a portable and, to the extent technically feasible, readily useable format that allows the individual to transmit this information to another entity without hindrance. California residents also have the right to request that we provide them certain information about how we have handled their personal information, including the:
o
categories of personal information collected;
o
categories of sources of personal information;
o
business and/or commercial purposes for collecting and selling their personal information;
o
categories of third parties with whom we have shared their personal information;
o
categories of personal information that we have sold in the preceding 12 months, and for each category identified, the categories of third parties to which we sold that particular category of information; and
o
categories of personal information disclosed for a business purpose in the preceding 12 months, and for each category identified, the categories of third parties to which we disclosed that particular category of personal information.

 

California residents may make a Request to Know up to twice every 12 months. We will respond to verifiable requests received from California residents as required by law. The instructions for submitting a verifiable Request to Know are described in the “Submitting Requests” section below.

•
Request to Correct: California residents have the right to request that we correct inaccurate personal information that we maintain.
•
Right to Non-Discrimination: The CCPA prohibits discrimination against California residents for exercising their rights under the CCPA. Discrimination may exist where a business denies or provides a different level or quality of goods or services, or charges (or suggests that it will charge) different prices, rates, or penalties on residents who exercise their CCPA rights, unless doing so is reasonably related to the value provided to the business by the residents’ data.
•
Financial Incentives: A business may offer financial incentives for the collection, sale or deletion of California residents’ personal information, where the incentive is not unjust, unreasonable, coercive or usurious, and is made available in compliance with applicable transparency, informed consent, and opt-out requirements. California residents have the right to be notified of any financial incentives offers and their material terms, the right to opt-out of such incentives at any time, and may not be included in such incentives without their prior informed opt-in consent. We do not offer any such incentives at this time.
•
Submitting Requests. Do-Not-Sell (Opt-out) Requests, Requests to Know, Requests to Delete, Requests to Limit, and Requests to Correct may be submitted:
o
By contacting us at 1-800-889-9288 (toll free)

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o
By submitting a Consumer Request through this link

 

We will use the following process to verify Requests to Know and Requests to Delete: We will acknowledge receipt of your Consumer Request, verify it using processes required by law, then process and respond to your request as required by law. To verify such requests, we may ask you to provide the following information:

•
For a Request to Know categories of personal information which we collect, we will verify your identity to a reasonable degree of certainty by matching at least two data points provided by you against information in our systems which are considered reasonably reliable for the purposes of verifying a consumer’s identity.
•
For a Request to Know specific pieces of personal information or for Requests to Delete, we will verify your identity to a high degree of certainty by matching at least three pieces of personal information provided by you to personal information maintained in our systems and also by obtaining a signed declaration under penalty of perjury that the requestor is the consumer whose personal information is the subject of the request.

An authorized agent can make a request on a California resident’s behalf by providing a power of attorney valid under California law, or providing: (1) proof that the consumer authorized the agent to do so; (2) verification of their own identity with respect to a Right to Know categories, Right to Know specific pieces of personal information, or Requests to Delete which are outlined above; and (3) direct confirmation that the consumer provided the authorized agent permission to submit the request.

We will respond to verifiable requests received from California residents as required by law. For more information about our privacy practices, you may contact us as set forth above.

Consumer Requests Received in 2022. In calendar year 2022, we received and responded to consumer requests under the CCPA as set forth in the table below:

Request Type

Number of Requests Received

Number of Requests With Which We Complied (in whole or in part)

Number of Requests Denied*

Average Response Time (Number of Days)

Requests to Know

1

1

0

33

Requests to Delete

3

1

2

64

Requests to Opt-Out of the Sale of Personal Information

790

782**

0

0

 

*This includes requests that were denied because we were unable to verify the identity of the requestor.

**We receive opt-out requests through multiple channels including a cookie preference manager and by email. The difference between the number of requests received and the number of requests we responded to is due to the channel by which we received the request to opt-out. We received 8 requests to opt-out

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through email. We followed up with the requestors for more information, but the requestor never clarified to which WTW group or information their request applied to.

Opt-Out Preference Signals and “Do-Not-Track” Signals.

The WTW intranet is unable to process opt-out of tracking signals such as the Global Privacy Control (GPC). For more information about the GPC, please click here. In addition, the WTW intranet does not recognize or respond to any signal which your browser might transmit through its so-called “Do Not Track” (DNT) feature. For more information about DNT signals, please click here.

 

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Exhibit 10.23

 

Willis TOWERS WATSON Public Limited Company

2012 Equity Incentive Plan, as amended and restated

 

TIME-BASED RESTRICTED SHARE UNIT AWARD AGREEMENT


 

THIS TIME-BASED RESTRICTED SHARE UNIT AWARD AGREEMENT, including the Schedules attached hereto (this “Agreement”), is made by and between Willis Towers Watson Public Limited Company and any successor thereto (the “Company”) and the individual (the “Colleague”) who has signed or electronically accepted this Agreement in the manner specified in the Colleague’s online account with the Company’s designated broker/stock plan administrator.

WHEREAS, the Company wishes to carry out the Plan (as hereinafter defined), the terms of which are hereby incorporated by reference and made a part of this Agreement; and

WHEREAS, the Committee (as defined in the Plan) has determined that it would be to the advantage and best interest of the Company and its shareholders to grant an award of time-based Restricted Share Units (as hereinafter defined) provided for herein to the Colleague as an incentive for increased efforts during the Colleague’s Service (as hereinafter defined), and has advised the Company thereof and instructed the undersigned officer to prepare said Agreement.

NOW, THEREFORE, the parties hereto do hereby agree as follows:

ARTICLE I


DEFINITIONS

Capitalized terms used in this Agreement shall have the meaning specified in the Plan or below. The plural pronoun shall include the singular, where the context so indicates.

Section 1.1
- Cause

“Cause” shall have the meaning ascribed to such term or similar term (e.g., “Good Cause”) in the Colleague’s employment agreement, if any, with the Company, a Subsidiary or a Designated Associate Company, and, in the absence of an employment agreement or such definition in the employment agreement, it shall mean: (i) the Colleague’s gross or chronic neglect or negligence in the performance of the Colleague’s employment duties with respect to the Company or its Subsidiaries or Designated Associate Companies having been provided reasonable notice of such neglect or negligence and a period of at least ten (10) days after the Colleague’s receipt of such notice to cure and/or correct such performance neglect or negligence, (ii) willful misconduct by the Colleague in connection with the Colleague’s employment which is injurious to the Company or its Subsidiaries or Designated Associate Companies (willful misconduct shall be understood to include, but not be limited to, any breach of the duty of loyalty owed by the Colleague to the Company or its Subsidiaries or Designated Associate Companies), (iii) conviction of any criminal act (other than minor road traffic violations not involving imprisonment), (iv) any breach of the Colleague’s restrictive covenants and other obligations as provided in the Colleague’s employment agreement (if any), or any other non-compete agreement and/or confidentiality agreement entered into between the Colleague and the Company or any of its Subsidiaries or Designated Associate Companies (other than an insubstantial, inadvertent and non-recurring breach), or (v) any violation of any material written Company policy, which includes any policy regarding sexual harassment, after reasonable notice

 

 

 

and an opportunity to cure such violation (if curable as determined by the Board) within ten (10) days after the Colleague’s receipt of such notice.

Section 1.2
- Employer

“Employer” shall mean the Company, or if different, the Subsidiary or Designated Associate Company that employs the Colleague.

Section 1.3
- Good Reason

“Good Reason” shall have the meaning ascribed to such term or similar term in the employment agreement, if any, with the Company, a Subsidiary or a Designated Associate Company; in the absence of an employment agreement or such term in the employment agreement, it shall mean that one or more of the following events has occurred without the Colleague’s written consent: (i) a material adverse diminution in the Colleague’s position, authority or responsibilities or the assignment to Colleague of duties or responsibilities which are materially inconsistent with the Colleague’s position; (ii) a reduction in the Colleague’s monthly base salary or target annual incentive plan percentage; or (iii) the Colleague is required to relocate the Colleague’s primary work location of record, either (A) if the Colleague is designated to work primarily at a Company office, to an office outside a radius of 50 miles from the Colleague’s current office location, or (B) if the Colleague’s is designated to work primarily on a “remote” basis, to any office or location that is not materially consistent with the Colleague’s remote work arrangement. The Colleague may not resign or otherwise terminate the Colleague’s employment for any reason set forth above as Good Reason unless the Colleague first notifies the Employer in writing describing such Good Reason within 90 days of the first occurrence of such circumstances, and, thereafter, such Good Reason is not corrected by the Employer within 30 days of the Colleague’s written notice of such Good Reason, and the Colleague actually terminates employment within 90 days following the expiration of the Employer’s 30-day cure period described above.

 

Section 1.4
- Grant Date

“Grant Date” shall mean October 1, 2024.

Section 1.5
- Legacy Company

“Legacy Company” shall mean Towers Watson & Co. or Willis Group Holdings Public Limited Company and any predecessor companies or affiliates of any of the foregoing.

Section 1.6
- Nominal Value

“Nominal Value” shall mean $0.000304635 per Share.

Section 1.7
- Plan

“Plan” shall mean the Willis Towers Watson Public Limited Company 2012 Equity Incentive Plan, as amended from time to time.

Section 1.8
- Qualifying Retirement

“Qualifying Retirement” shall mean a voluntary termination of Service by the Colleague after the Colleague’s attainment of either (i) the age of 55 and the Colleague’s completion of 10 Years of Service, or (ii) the age of 65 and the Colleague’s completion of 5 Years of Service, provided that the Committee has not determined that a basis exists for the Colleague’s termination of Service for Cause at the time of such termination of Service.

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Section 1.9
- RCA

“RCA” shall mean the Agreement of Restrictive Covenants and Other Obligations for Employees Outside of the United States, which is attached to the Agreement as Schedule B.

Section 1.10
- Restricted Share Units or RSUs

“Restricted Share Units” or “RSUs” shall mean a conditional right to receive Shares pursuant to the terms of the Plan and this Agreement upon vesting and settlement, subject to the Colleague’s continued Service through each Vesting Date.

Section 1.11
- Service

“Service” shall mean service as an Employee with (or, subject to approval by the Committee, as a Consultant to) the Company, or a Subsidiary or Designated Associate Company thereof.

Section 1.12
- Shares

“Shares” shall mean Ordinary Shares of the Company, Nominal Value per Share, which may be authorized but unissued.

Section 1.13
- Termination Date

Unless otherwise determined by the Committee, in its sole discretion, the “Termination Date” shall mean the later of (i) the last day of the Colleague’s active Service or (ii) the last day of any notice period or garden leave, as provided for under the Colleague’s employment agreement or local law; provided, however, that in the case of United States taxpayers, the Termination Date shall mean a date that will allow the RSUs to comply with Section 409A of the Code.

Section 1.14
- Vesting Dates

“Vesting Dates” shall mean the first, second, third, fourth and fifth anniversaries of the Grant Date.

Section 1.15
- Years of Service

“Years of Service” shall mean the total number of full years in which the Colleague has been in Service with the Company, a Subsidiary or Designated Associate Company thereof, and a Legacy Company. For purposes of this definition, a year of Service shall mean a 365-day period (or 366 day period in the case of a leap year) that, for the first year of Service, commences on the Colleague’s date of hiring and that, for any subsequent year, commences on an anniversary of that hiring date. A partial year of Service shall not be treated as a Year of Service.

ARTICLE II


GRANT OF TIME-BASED RESTRICTED SHARE UNITS
Section 2.1
- Grant of the Time-Based Restricted Share Units

Subject to the terms and conditions of the Plan and the additional terms and conditions set forth in this Agreement and the restrictive covenants set forth in the RCA, the Company hereby grants to the Colleague the number of RSUs specified in a schedule to the Agreement or as stated in the Colleague’s online account with the Company’s designated broker/stock plan administrator. The Colleague agrees that the grant of RSUs pursuant to this Agreement is sufficient consideration for the Colleague entering into the

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RCA. The Colleague agrees to execute and deliver or electronically accept this Agreement and the RCA within 60 days of the Grant Date. In the event the Colleague fails to execute and deliver or electronically accept the Agreement or the RCA in the manner and within the period specified in this Section 2.1, the Committee may, in its sole discretion, cancel the RSUs.

Section 2.2
- RSU Payment

In accordance with Section 7(d)(ii) of the Plan, the Shares to be issued upon vesting and settlement of the RSUs must be fully paid up prior to issuance of Shares by payment of the Nominal Value per Share. The Committee shall ensure that payment of the Nominal Value for any Shares underlying the RSUs is received by it on behalf of the Colleague at the time the RSUs are settled from a non-Irish Subsidiary or other source and shall establish any procedures or protocols necessary to ensure that payment is timely received.

Section 2.3
- Employment or Service Rights

Subject to the terms of the RCA, the rights and obligations of the Colleague under the terms of their Service shall not be affected by their participation in the Plan or any right which they may have to participate in it. The RSUs and the Colleague’s participation in the Plan will not be interpreted to form an employment agreement or service contract with the Company or any Subsidiary or a Designated Associate Company and the terms of any separate employment agreement or service contract to which the Colleague is a party shall remain in effect and will control to the extent that there are any inconsistencies with this Agreement. The Colleague hereby waives any and all rights to compensation or damages in consequence of the termination of Service for any reason whatsoever insofar as those rights arise or may arise from their ceasing to have rights under or be entitled to earn or vest in their RSUs as a result of such termination of Service. If, notwithstanding the foregoing, any such claim is allowed by a court of competent jurisdiction, then, by participating in the Plan, the Colleague shall be deemed irrevocably to have agreed not to pursue such claim and agrees to execute any and all documents necessary to request dismissal or withdrawal of such claims.

Section 2.4
- Adjustments in RSUs Pursuant to Change of Control or Similar Event, etc.

Subject to Sections 11 and 12 of the Plan, in the event that the outstanding Shares subject to the RSUs are, from time to time, changed into or exchanged for a different number or kind of Shares or other securities, by reason of a share split, spin-off, share or extraordinary cash dividend, share combination or reclassification, recapitalization or merger, Change of Control, or similar event, the Committee shall, in its absolute discretion, substitute or adjust proportionally (i) the number and kind of Shares or securities subject to the RSUs; or (ii) the terms and conditions applicable to the RSUs. An adjustment may have the effect of reducing the price at which Shares may be acquired to less than their Nominal Value (the “Shortfall”), but only if and to the extent that the Committee shall be authorized to capitalize from the reserves of the Company a sum equal to the Shortfall and to apply that sum in paying up that amount on the Shares. Any such adjustment or determination made by the Committee shall be final and binding upon the Colleague, the Company and all other interested persons.

 

Section 2.5
- Tax Withholding

The Colleague acknowledges that, regardless of any action taken by the Employer, the ultimate liability for all Tax-Related Items, is and remains the Colleague’s responsibility and may exceed the amount actually withheld by the Employer. The Colleague further acknowledges that the Company and/or the Employer (1) make no representations or undertakings regarding the treatment of any Tax-Related Items in connection with any aspect of the RSUs, including, but not limited to, the grant, vesting or settlement of the RSUs, the subsequent sale of Shares acquired pursuant to such settlement and the receipt of any dividends and/or any dividend equivalents; and (2) do not commit to and are under no obligation to structure

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the terms of the grant or any aspect of the RSUs to reduce or eliminate the Colleague’s liability for Tax-Related Items or achieve any particular tax result. Further, if the Colleague is subject to Tax-Related Items in more than one jurisdiction, the Colleague acknowledges that the Company and/or the Employer (or former employer, as applicable) may be required to withhold or account for Tax-Related Items in more than one jurisdiction.

Prior to any relevant taxable or tax withholding event, as applicable, the Colleague agrees to make adequate arrangements satisfactory to the Company and/or the Employer to satisfy all Tax-Related Items.

In this regard, the Colleague authorizes the Company and/or the Employer, or their respective agents, in their discretion, to satisfy the obligations with regard to all Tax-Related Items by withholding in Shares to be issued upon settlement of the RSUs, unless the Colleague instead elects, in accordance with the procedures established by the Company, to satisfy the obligations with regard to U.S. Federal Insurance Contribution Act taxes or other Tax-Related Items that become payable in a year prior to the year in which Shares are issued upon settlement of the RSUs and on a date when the Colleague is in the employ of the Employer through withholding from the Colleague’s wages or other cash amounts payable to the Colleague by the Company or the Employer in lieu of withholding in Shares. In the event that such withholding in Shares is problematic under applicable tax or securities law or has materially adverse accounting consequences, by the Colleague’s acceptance of the RSUs, the Colleague authorizes the Company and/or the Employer, or their respective agents, to (i) withhold from the Colleague’s wages or other cash amounts payable to the Colleague from the Company or the Employer, (ii) sell on the Colleague’s behalf a whole number of Shares from those Shares issued to the Colleague as the Company determines to be appropriate to generate cash proceeds sufficient to satisfy the obligation for Tax-Related Items, or (iii) utilize any other method of withholding determined by the Company and permitted by applicable laws and the Plan.

 

The Company may withhold or account for Tax-Related Items by considering statutory withholding rates or other withholding rates, including minimum or maximum applicable rates applicable in the Colleague’s jurisdiction(s). In the event of over-withholding, the Colleague may receive a refund of any over-withheld amount in cash (with no entitlement to the Share equivalent), or if not refunded, the Colleague may seek a refund from the local tax authorities. In the event of under-withholding, the Colleague may be required to pay any additional Tax-Related Items directly to the applicable tax authority or to the Company and/or the Employer. If the obligation for Tax-Related Items is satisfied by withholding in Shares, for tax purposes, the Colleague is deemed to have been issued the full number of Shares subject to the vested RSUs, notwithstanding that a number of Shares are held back solely for the purpose of paying the Tax-Related Items.

 

Finally, the Colleague agrees to pay to the Company or the Employer any amount of Tax-Related Items that the Company or the Employer may be required to withhold or account for as a result of the Colleague’s participation in the Plan that cannot be satisfied by the means previously described. The Company may refuse to issue or deliver the Shares or the proceeds of the sale of Shares, if the Colleague fails to comply with the Colleague’s obligations in connection with the Tax-Related Items.

 

Section 2.6
- Dividend Equivalents

On each date that a cash dividend is paid to holders of Shares from the Grant Date through the date immediately prior to the date the RSUs are settled, an amount (the “Dividend Equivalent Amount”) equal to the cash dividend that is paid on each Share, multiplied by the total number of RSUs and any Dividend Equivalent Units (as defined below) that remain unvested and outstanding as of the dividend payment record date, will be credited to the Colleague, and such credited amount will be converted into an additional number of RSUs (“Dividend Equivalent Units”) determined by dividing the Dividend Equivalent Amount by the Fair Market Value of a Share on the date of the dividend payment. Dividend Equivalent Units will be subject to the same conditions as the underlying RSUs with respect to which Dividend Equivalent Units

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were credited, including without limitation, the provisions governing time and form of settlement applicable to the underlying RSUs. Unless expressly provided otherwise, as used elsewhere in this Agreement, references to RSUs in this Agreement shall also include Dividend Equivalent Units that have been credited to the Colleague pursuant to this Section 2.6.

Section 2.7
- Clawback / Repayment

The RSUs (and any Shares or other payments resulting from settlement thereof or proceeds therefrom) shall be subject to reduction, cancellation, forfeiture or recoupment to the extent necessary to facilitate compliance with (i) any clawback, forfeiture or other similar policy adopted by the Committee or the Board as in effect at the time the RSU award is granted, including, for the avoidance of doubt, the Company's Compensation Recoupment Policy, effective November 28, 2023, or as may be adopted thereafter as the Committee determines necessary, appropriate or advisable in view of applicable laws, governance considerations or industry best practices; and/or (ii) applicable laws. Further, to the extent that the Colleague receives any amount in excess of the amount that the Colleague should otherwise have received under the terms of the RSU award for any reason (including, without limitation, by reason of a financial restatement, mistake in calculations or other administrative error), the Colleague shall be required to repay any such excess amount to the Company. For purposes of the foregoing, the Colleague expressly and explicitly authorizes the Company to issue instructions, on the Colleague’s behalf, to any brokerage firm and/or third-party administrator engaged by the Company to hold any Shares and other amounts acquired pursuant to the RSUs to re-convey, transfer or otherwise return such Shares and/or other amounts to the Company upon the Company’s enforcement of this Section 2.7.

ARTICLE III


TIME-BASED VESTING REQUIREMENTS
Section 3.1
- Vesting Provisions, Forfeiture and Settlement
(a)
The RSUs shall vest in five (5) substantially equal annual installments on each of the Vesting Dates, subject to the Colleague’s continued Service through the applicable Vesting Date and the other requirements in this Section 3.1, and upon vesting the RSUs shall become payable in accordance with Section 3.1(j) below.
(b)
Except as otherwise provided in this Section 3.1 or the terms of the Colleague’s employment agreement, in the event of the Colleague’s termination of Service prior to a Vesting Date, any RSUs that are unvested as of the Termination Date shall be forfeited immediately as of the Termination Date by the Colleague, subject to, and except as otherwise specified in, the terms and conditions of the other subsections of this Section 3.1.
(c)
In the event of the Colleague’s termination of Service after the first anniversary of the Grant Date and prior to a Vesting Date due to a Qualifying Retirement, any RSUs that are unvested as of the Termination Date shall continue to vest on the original Vesting Dates that occur following the Termination Date, subject to the Colleague’s compliance with the restrictive covenants and other obligations contemplated under Section 6.2 of Article VI of this Agreement. For the avoidance of any doubt, the provisions of this Section 3.1(c) shall prevail over the provisions of Section 3.1(e).
(d)
In the event the RSUs are assumed or otherwise substituted or replaced by the successor corporation or an affiliate thereof in connection with a Change of Control and the Colleague experiences a (i) termination of Service without Cause by the Company or (ii) termination of Service by the Colleague for Good Reason, in each case, within the 24-month period commencing on the effective date of a Change of Control, all unvested RSUs shall vest as of the Termination Date.

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(e)
In the event of the Colleague’s (i) termination of Service without Cause by the Company or (ii) termination of Service by the Colleague for Good Reason, in each case, after the first anniversary of the Grant Date and prior to the effective date of a Change of Control or after the 24-month period commencing on the effective date of a Change of Control, any RSUs that are unvested as of the Termination Date shall be forfeited automatically by the Colleague unless the Committee, in its sole discretion, approves the continued vesting on the original Vesting Dates that occur following the Termination Date of some or all of the unvested RSUs. The continued vesting benefit provided under this Section 3.1(e) shall be subject to the Colleague’s compliance with the restrictive covenants and other obligations contemplated under Article VI of this Agreement. If no determination is made by the Committee as of the Termination Date, then the RSUs shall, to the extent not then vested, be immediately forfeited by the Colleague.
(f)
Notwithstanding anything to the contrary in Section 3.1, in the event of the Colleague’s termination of Service by the Colleague in connection with or following a Change of Control, provided that the Colleague provides at least three months’ advance notice of the termination and the Colleague continues in active Service through the date that is at least 30 days following the effective date of the Change of Control, any RSUs that are unvested as of the Termination Date shall vest as of the Termination Date, provided that circumstances giving rise to a termination for Cause do not exist as of the date of termination of Service, as determined in the sole discretion of the Company. In the event that the Colleague's termination of Service occurs prior to the first anniversary of the Grant Date, the RSUs shall be sourced from the Unrestricted Pool. For the avoidance of any doubt, the provisions of this Section 3.1(f) shall prevail over the provisions of Sections 3.1(c), (d) and (e).
(g)
In the event of the Colleague’s termination of Service as a result of the Colleague’s Permanent Disability or death, all unvested RSUs shall vest as of the Termination Date.
(h)
In the event the RSUs are not assumed or otherwise substituted or replaced by the successor corporation or an affiliate thereof in connection with a Change of Control, all RSUs that are unvested as of the Change of Control shall vest immediately prior to the effective date of the Change of Control.
(i)
Notwithstanding anything to the contrary in Section 3.1, no RSUs shall vest prior to the first anniversary of the Grant Date (i) except in the case of the Colleague’s termination of Service resulting from death or Permanent Disability or pursuant to Section 3.1(f) or in connection with a Change of Control, or (ii) unless the Committee, in its sole discretion, determines that the RSUs shall be sourced from the Unrestricted Pool.
(j)
Except as otherwise provided in Section 3.1(k), RSUs that become vested shall be settled on the applicable Vesting Date or, if earlier, upon an accelerated vesting event pursuant to Sections 3.1(d), (f), (g) or (h), or as soon as practicable, but not later than 30 days, thereafter. Unless the Company provides otherwise, any fractional RSU that is vested as of the final Vesting Date or an accelerated vesting event shall be rounded down to the next whole RSU. For the avoidance of any doubt, no fractional Shares shall be issued pursuant to this Agreement.
(k)
Notwithstanding the foregoing, if the RSUs are considered non-qualified deferred compensation subject to Section 409A of the Code, as determined in the sole discretion of the Company, and the Colleague is a U.S. Taxpayer, RSUs that are no longer subject to a substantial risk of forfeiture, as determined in accordance with Section 409A of the Code, shall be settled, without regard to the vesting schedule set forth above, on the earliest to occur of (i) the applicable Vesting Date, (ii) a “change in control event” within the meaning of U.S. Treas. Reg. § 1.409A-3(i)(5) (a “409A CIC Event”), (iii) a “separation from service” within the meaning of Section 409A of the Code (a “Separation from Service”) that occurs following a 409A CIC Event, provided that if the Colleague is a “specified employee” within the meaning of Section 409A of the Code on the date the Colleague experiences a Separation from Service, then the RSUs shall instead be settled on the first business day of the seventh month following the Colleague’s

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Separation from Service, to the extent such delayed payment is required in order to avoid a prohibited distribution under Section 409A of the Code, (iv) the Colleague’s death, and (v) the Colleague’s disability, within the meaning of Section 409A of the Code.
Section 3.2
- Conditions to Issuance of Shares

The RSUs to be delivered hereunder shall be previously authorized but unissued Shares. Such Shares shall be fully paid. The Company shall not be required to deliver any certificates representing such Shares (or their electronic equivalent) allotted and issued upon the applicable date of the settlement of the RSUs prior to fulfillment of all of the following conditions, and in any event, subject to Section 409A of the Code for United States taxpayers:

(a)
The obtaining of approval or other clearance from any state, federal, local or foreign governmental agency which the Committee shall, in its absolute discretion, determine to be necessary or advisable; and
(b)
The Colleague has paid or made arrangements to pay the Tax-Related Items pursuant to Section 2.5.

Without limiting the generality of the foregoing, the Committee may require an opinion of counsel reasonably acceptable to it to the effect that any subsequent transfer of Shares acquired on the settlement of RSUs does not violate the Exchange Act and may issue stop-transfer orders covering such Shares.

Section 3.3
- Rights as Shareholder

The Colleague shall not be, nor have any of the rights or privileges of, a shareholder of the Company in respect of any Shares that may be received upon the settlement of the RSUs unless and until certificates representing such Shares or their electronic equivalent shall have been issued by the Company to the Colleague.

 

Section 3.4
- Limitation on Obligations

The Company’s obligation with respect to the RSUs granted hereunder is limited solely to the issuance to the Colleague of Shares within the period when such Shares are due to be issued hereunder, and in no event shall the Company become obligated to pay cash in respect of such obligation. The RSUs shall not be secured by any specific assets of the Company or any of its Subsidiaries or Designated Associate Companies, nor shall any assets of the Company or any of its Subsidiaries or Designated Associate Companies be designated as attributable or allocated to the satisfaction of the Company’s obligations under this Agreement. In addition, the Company shall not be liable to the Colleague for damages relating to any delays in issuing the share certificates or its electronic equivalent to the Colleague (or their designated entities), any loss of the certificates, or any mistakes or errors in the issuance of the certificates (or the electronic equivalent) to the Colleague (or their designated entities) or in the certificates themselves.

 

ARTICLE IV

ADDITIONAL TERMS AND CONDITIONS OF THE RSUs

Section 4.1
- Nature of Award

In accepting the RSUs, the Colleague acknowledges, understands and agrees that:

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(a)
the Plan is established voluntarily by the Company, is discretionary in nature and may be amended, suspended or terminated by the Company at any time, to the extent permitted by the Plan;
(b)
the RSU award is exceptional, voluntary and occasional and does not create any contractual or other right to receive future RSU awards, or benefits in lieu of RSU awards, even if RSUs have been granted in the past;
(c)
all decisions with respect to future RSUs or other grants, if any, will be at the sole discretion of the Company;
(d)
the Colleague’s participation in the Plan is voluntary;
(e)
the RSUs and any Shares acquired under the Plan, and the income and the value of same, are not intended to replace any pension rights or compensation under any pension arrangement;
(f)
the RSUs and any Shares acquired under the Plan, and the income and the value of same, are not part of normal or expected compensation or salary for any purposes, including, but not limited to, calculating any severance, resignation, termination, redundancy, end of service payments, dismissal, bonuses, holiday pay, long-service awards, pension or retirement or welfare benefits or similar payments;
(g)
unless otherwise agreed with the Company, the RSUs and the Shares subject to the RSUs, and the income and value of same, are not granted as consideration for, or in connection with, services the Colleague may provide as a director of any Subsidiary or affiliate;
(h)
the future value of the Shares underlying the RSUs is unknown, indeterminable, and cannot be predicted with certainty;
(i)
no claim or entitlement to compensation or damages shall arise from forfeiture of the RSUs or the underlying Shares resulting from (i) the application of the clawback policy described in Section 2.7 of this Agreement or otherwise adopted by the Company or required by law, or (ii) the Colleague’s termination of Service (for any reason whatsoever, whether or not later found to be invalid or in breach of employment laws in the jurisdiction where the Colleague is employed or the terms of their employment agreement, if any);

 

(j)
unless otherwise provided in the Plan or by the Company in its discretion, the RSUs and the benefits evidenced by this Agreement do not create any entitlement to have the RSUs or any such benefits transferred to, or assumed by, another company nor to be exchanged, cashed out or substituted for, in connection with any Change of Control or similar event affecting the Shares of the Company; and

 

(k)
if the Colleague is providing services outside the United States, neither the Company, the Employer nor any Subsidiary or Designated Associate Company shall be liable for any foreign exchange rate fluctuation between the Colleague’s local currency and the United States Dollar that may affect the value of the RSUs or of any amounts due to the Colleague pursuant to the settlement of the RSUs or the subsequent sale of any Shares acquired upon settlement.

 

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Section 4.2
- No Advice Regarding Grant

The Company, its Subsidiaries and Designated Associate Companies are not providing any tax, legal or financial advice, nor is the Company making any recommendations regarding the Colleague’s participation in the Plan, the issuance of Shares upon vesting of the RSUs or sale of the Shares. The Colleague should consult with their own personal tax, legal and financial advisors regarding their participation in the Plan before taking any action related to the Plan.

ARTICLE V


DATA PRIVACY NOTICE
Section 5.1
- Data Privacy

The Company is located at 51 Lime Street, London, EC3M 7DQ, England and Wales and grants employees of the Company, Subsidiaries and Designated Associate Companies the opportunity to participate in the Plan, at the Company’s sole discretion. If the Colleague would like to participate in the Plan, the Colleague understands that the Company will process the Colleague’s Personal Data in accordance with the Global Employee Personal Information Protection Notice set forth in Schedule C to this Agreement.

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ARTICLE VI

AGREEMENT OF RESTRICTIVE COVENANTS AND OTHER OBLIGATIONS

Section 6.1
- Restrictive Covenants and Other Obligations

In consideration of the grant of RSUs, the Colleague shall enter into the RCA, a copy of which is attached hereto as Schedule B. In the event the Colleague fails to execute and deliver or electronically accept the RCA in the manner and within the period specified in Section 2.1, the Committee may, in its sole discretion, cancel the RSUs.

Section 6.2 - Certification of Retirement from Industry

For any Colleague whose termination of Service with the Company constitutes a Qualifying Retirement (“Qualifying Retiree”), in order for the Qualifying Retiree to continue to vest in the RSUs in accordance with the provisions of Section 3.1(c), the Qualifying Retiree shall furnish to the Company on or before the Termination Date, and on an annual basis thereafter (for the duration of an Award’s vesting), or at such time and in such manner as the Company may otherwise reasonably require from time to time, in a form provided to the Qualifying Retiree: (i) a statement of any outside employment or consulting services in which the Qualified Retiree has engaged or seeks to engage during the period between the Termination Date and the applicable Vesting Date; and (ii) a statement confirming that the Qualifying Retiree has not disclosed or used any Confidential Information as prohibited by the RCA (together with the statement described in Section 6.2(i), the “Retirement Disclosure”). In the event that a Qualifying Retiree does not make the required Retirement Disclosure, or the Company’s Chief Executive Officer, Chief Human Resources Officer, and General Counsel (jointly), or the Committee Chair, in the case of the current or any former Chief Executive Officer of the Company (the “Retirement Compliance Officers”) determine in their sole and absolute discretion that, based on the Retirement Disclosure or otherwise, the Qualifying Retiree is engaging in outside employment or consulting services that are deemed to be competitive with the Business of the Company, as defined by the RCA, in accordance with applicable law in those states or jurisdictions where such provisions are lawful, or that the Qualifying Retiree has breached the obligations regarding the use and disclosure of Confidential Information (each of the foregoing, a “Retirement Noncompliance Event”), the Retirement Compliance Officers may determine, in their sole and absolute discretion in accordance with applicable law in those states or jurisdictions where such a provision is lawful, that all vesting under Section 3.1(c) shall cease immediately and any rights afforded under this Agreement to the Qualified Retiree shall be forfeited. Notwithstanding a finding of a Retirement Noncompliance Event, the Retirement Compliance Officers may, in their sole and absolute discretion, permit the Qualifying Retiree to continue to vest in the RSUs in accordance with the provisions of Section 3.1(c). Notwithstanding the above, pursuant to California Business & Professions Code § 16600.1, if the Colleague is a current employee of the Company who works in California, or if they were employed by the Company in California at any time after January 1, 2022, they are hereby provided with notice that any clause or agreement between them and the Company that prohibits post-employment competition in California is hereby rescinded and shall be deemed null and void.

ARTICLE VII


MISCELLANEOUS
Section 7.1
- Administration

The Committee shall have the power to interpret the Plan and this Agreement and to adopt such rules for the administration, interpretation and application of the Plan as are consistent therewith and to interpret or revoke any such rules. All actions taken and all interpretations and determinations made by the

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Committee shall be final and binding upon the Colleague, the Company and all other interested persons. No member of the Committee shall be personally liable for any action, determination or interpretation made in good faith with respect to the Plan or the RSUs. In its absolute discretion, the Committee may at any time and from time to time exercise any and all rights and duties of the Committee under the Plan and this Agreement.

Section 7.2
- RSUs Not Transferable

Neither the RSUs nor any interest or right therein or part thereof shall be subject to the debts, contracts or engagements of the Colleague or their successors in interest or shall be subject to disposition by transfer, alienation, anticipation, pledge, encumbrance, assignment or any other means whether such disposition be voluntary or involuntary or by operation of law by judgment, levy, attachment, garnishment or any other legal or equitable proceedings (including bankruptcy), and any attempted disposition thereof shall be null and void and of no effect.

Section 7.3
- Binding Effect

The provisions of this Agreement shall be binding upon and accrue to the benefit of the parties hereto and their respective heirs, legal representatives, successors and assigns.

Section 7.4
- Notices

Any notice to be given under the terms of this Agreement to the Company shall be addressed to the Company at the following address:

 

Willis Towers Watson plc

c/o Matthew S. Furman

General Counsel

200 Liberty Street

New York, NY 10281

 

and any notice to be given to the Colleague shall be at their address.

By a notice given pursuant to this Section 7.4, either party may hereafter designate a different address for notices to be given to them. Any notice that is required to be given to the Colleague shall, if the Colleague is then deceased, be given to the Colleague’s personal representatives if such representatives have previously informed the Company of their status and address by written notice under this Section 7.4. Any notice shall have been deemed duly given when enclosed in a properly sealed envelope or wrapper addressed as aforesaid, deposited (with postage prepaid) in a post office or branch post office regularly maintained by the United States Postal Service or the United Kingdom’s Post Office or in the case of a notice given by a Colleague resident outside the United States of America or the United Kingdom, sent by a recognized international courier service.

Section 7.5
- Titles

Titles are provided herein for convenience only and are not to serve as a basis for interpretation or construction of this Agreement.

Section 7.6
- Applicability of Plan

The RSUs and the Shares underlying the RSUs shall be subject to all of the terms and provisions of the Plan, to the extent applicable to the RSUs and the underlying Shares. In the event of any conflict between this Agreement and the Plan, the terms of the Plan shall control.

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Section 7.7
- Amendment

No amendment that materially and adversely impacts the rights of the Colleague under the Agreement may be made without the consent of the Colleague, unless the Amendment is required or advisable to facilitate compliance with applicable law, as determined in the sole discretion of the Committee.

Section 7.8
- Governing Law

This Agreement shall be governed by, and construed in accordance with the laws of Ireland without regard to its conflicts of law provisions; provided, however, that the RCA, as set forth in Schedule B, shall be governed by and construed in accordance with the laws specified in that agreement without regard to conflicts of law provisions.

 

Section 7.9
- Jurisdiction

The state and federal courts located in the County of New York, State of New York shall have exclusive jurisdiction to hear and determine any suit, action or proceeding and to settle any disputes, which may arise out of or in connection with this Agreement and, for such purposes, the parties hereto irrevocably and unconditionally submit to the exclusive jurisdiction of such courts; provided, however, that with respect to the RCA the courts specified in such agreements shall have jurisdiction to hear and determine any suit, action or proceeding and to settle any disputes which may arise out of or in connection with that agreement.

Section 7.10
- Electronic Delivery and Acceptance

The Company may, in its sole discretion, decide to deliver any documents related to current or future participation in the Plan by electronic means. The Colleague hereby consents to receive such documents by electronic delivery and agrees to participate in the Plan through an on-line or electronic system established and maintained by the Company or a third-party broker/stock plan administrator designated by the Company. Further, to the extent that this Agreement has been executed on behalf of the Company electronically, the Colleague accepts the electronic signature of the Company.

Section 7.11
- Choice of Language

By accepting the Agreement providing for the terms and conditions of the Colleague’s grant, the Colleague confirms having read and understood the documents relating to this grant (the Plan and the Agreement) which were provided in the English language. The Colleague accepts the terms of those documents accordingly.

Section 7.12
- Severability

The provisions of this Agreement are severable and if any one or more provisions are determined to be illegal or otherwise unenforceable, in whole or in part, the remaining provisions shall nevertheless be binding and enforceable.

 

Section 7.13
- Schedule A

The RSUs shall be subject to any special provisions set forth in Schedule A for the Colleague’s country of residence, if any. If the Colleague relocates to one of the countries included in Schedule A prior to the vesting of the RSUs, the special provisions for such country shall apply to the Colleague, to the extent

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the Company determines that the application of such provisions is necessary or advisable for legal or administrative reasons. Schedule A constitutes part of this Agreement.

Section 7.14
- Imposition of Other Requirements

The Company reserves the right to impose other requirements on the RSUs and the Shares acquired upon vesting of the RSUs, to the extent the Company determines it is necessary or advisable for legal or administrative reasons, and to require the Colleague to sign any additional agreements or undertakings that may be necessary to accomplish the foregoing.

Section 7.15
- Insider Trading / Market Abuse Laws

The Colleague acknowledges that, depending on the Colleague or the Colleague’s broker’s country of residence or where the Shares are listed, the Colleague may be subject to insider trading restrictions and/or market abuse laws, which may affect the Colleague’s ability to accept, acquire, sell or otherwise dispose of Shares or rights to Shares (e.g., RSUs) or rights linked to the value of Shares under the Plan during such times as the Colleague is considered to have “inside information” regarding the Company (as defined by the laws or regulations in the applicable jurisdictions of the Colleague’s country). Local insider trading laws and regulations may prohibit the cancellation or amendment of orders the Colleague placed before the Colleague possessed inside information. Furthermore, the Colleague could be prohibited from (i) disclosing the inside information to any third party (other than on a “need to know” basis) and (ii) “tipping” third parties or causing them otherwise to buy or sell securities. Third parties include fellow employees and consultants. Any restrictions under these laws or regulations are separate from and in addition to any restrictions that may be imposed under any applicable Company insider trading policy. The Colleague acknowledges they are responsible for complying with any applicable restrictions and is encouraged to speak to their personal legal advisor for further details regarding any applicable insider-trading and/or market-abuse laws in the Colleague’s country.

Section 7.16
- Foreign Asset/Account Reporting Requirements and Exchange Controls

The Colleague’s country may have certain foreign asset and/or foreign account reporting requirements and exchange controls which may affect the Colleague’s ability to acquire or hold Shares under the Plan or cash received from participating in the Plan (including from any dividends paid on Shares, sale proceeds resulting from the sale of Shares acquired under the Plan) in a brokerage or bank account outside the Colleague’s country. The Colleague may be required to report such accounts, assets or transactions to the tax or other authorities in the Colleague’s country. The Colleague also may be required to repatriate sale proceeds or other funds received as a result of the Colleague’s participation in the Plan to the Colleague’s country through a designated bank or broker within a certain time after receipt. The Colleague acknowledges that it is their responsibility to be compliant with such regulations, and the Colleague should consult their personal legal advisor for any details.

Section 7.17
- Waiver

The Colleague acknowledges that a waiver by the Company of breach of any provision of this Agreement shall not operate or be construed as a waiver of any other provision of this Agreement, or of any subsequent breach by the Colleague or any other participant of the Plan.

 

Section 7.18
- Counterparts

This Agreement may be executed in any number of counterparts, each of which shall be deemed to be an original and all of which together shall constitute one and the same instrument.

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Section 7.19
- Code Section 409A

For purposes of United States taxpayers, it is intended that the terms of the RSUs will comply with the provisions of Section 409A of the Code and the Treasury Regulations relating thereto so as not to subject the Colleague to the payment of additional taxes and interest under Section 409A of the Code, and this Agreement will be interpreted, operated and administered in a manner that is consistent with this intent. In furtherance of this intent, the Committee may adopt such amendments to this Agreement or adopt other policies and procedures (including amendments, policies and procedures with retroactive effect), or take any other actions, in each case, without the consent of the Colleague, that the Committee determines are reasonable, necessary or appropriate to comply with the requirements of Section 409A of the Code and related United States Department of Treasury guidance. In that light, the Company, its Subsidiaries and any Designated Associate Companies make no representation or covenant to ensure that the RSUs that are intended to be exempt from, or compliant with, Section 409A of the Code are not so exempt or compliant or for any action taken by the Committee with respect thereto. Nothing in the Agreement shall provide a basis for any person to take action against the Company, its Subsidiaries or its Designated Associate Companies based on matters covered by Section 409A of the Code, including the tax treatment of any Shares or other payments made under the RSUs granted hereunder, and the Company, its Subsidiaries and any Designated Associate Companies shall not under any circumstances have any liability to the Colleague or their estate or any other party for any taxes, penalties or interest due on amounts paid or payable under this Agreement, including taxes, penalties or interest imposed under Section 409A of the Code.

By the Colleague’s execution or electronic acceptance of this Agreement (including the Schedules attached hereto) in the manner specified in the Colleague’s online account with the Company’s designated broker/stock plan administrator, the Colleague and the Company have agreed that the RSUs are granted under and governed by the terms and conditions of the Plan and this Agreement (including the Schedules attached hereto).

 

Signed for and on behalf of

Willis Towers Watson Public Limited Company by:

 

/s/ img205555310_0.jpg

Name: Kristy Banas

Title: Chief Human Resources Officer

Colleague:

 

Signature: #Signature#

 

Print Name: #ParticipantName#

 

#AcceptanceDate#

 

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Schedule A

COUNTRY-SPECIFIC APPENDIX TO RESTRICTED SHARE UNIT AWARD AGREEMENT

(Time-Based Restricted Share Units)

 

WILLIS TOWERS WATSON PUBLIC LIMITED COMPANY

2012 EQUITY INCENTIVE PLAN, AS AMENDED AND RESTATED

 

Capitalized terms used but not defined herein shall have the meanings ascribed to them in the Agreement or the Plan.

Terms and Conditions

This Schedule A includes additional terms and conditions that govern the Time-Based Restricted Share Unit Award granted to the Colleague under the Willis Towers Watson Public Limited Company 2012 Equity Incentive Plan, as amended from time to time (the “Plan”) and the applicable time-based Restricted Share Unit Agreement (the “Agreement”) if the Colleague resides in one of the countries listed below. This Schedule A forms part of the Agreement. Capitalized terms used but not defined herein shall have the meanings ascribed to them in the Agreement or the Plan.

 

Notwithstanding Section 1.8 and Section 3.1(c) of the Agreement, if the Company receives a legal opinion that there has been a legal judgment and/or legal development in the Colleague’s jurisdiction that likely would result in the favorable treatment that applies to the RSUs as a result of the Colleague’s retirement or reaching a certain age being unlawful and/or discriminatory, the favorable treatment contemplated under Section 1.8 and Section 3.1(c) shall not apply and Section 3.1 shall apply to the Colleague without giving effect to Section 3.1(c).

 

Notifications

 

This Schedule A also includes information based on the securities, exchange control and other laws in effect in the Colleague’s country as of March 2024. Such laws are often complex and change frequently. As a result, the Company strongly recommends that the Colleague not rely on the information noted herein as the only source of information relating to the consequences of the Colleague’s participation in the Plan because the information may be out of date at the time the RSUs vest under the Plan.

 

In addition, the information is general in nature. The Company is not providing the Colleague with any tax advice with respect to the RSUs. The information provided below may not apply to the Colleague’s particular situation, and the Company is not in a position to assure the Colleague of any particular result. Accordingly, the Colleague should seek appropriate professional advice as to how the tax or other laws in the Colleague’s country apply to the Colleague’s situation.

 

Finally, if the Colleague is a citizen or resident of a country other than the one in which the Colleague is currently residing and/or working, transfers employment and/or residency after the Grant Date, or is considered a resident of another country for local law purposes, the terms and conditions contained herein for the country the Colleague is residing and/or working in at the time of grant may not be applicable to the Colleague, and the Company shall, in its discretion, determine to what extent the terms and conditions contained herein shall be applicable to the Colleague. Similarly, the information contained herein may no longer be applicable in the same manner.

 

 

A-1

 

 

IRELAND

 

Terms and Conditions

 

RSU Payment

This provision supplements Section 2.2 of the Agreement:

Notwithstanding any discretion in the Plan or anything to the contrary in the Agreement, the RSUs do not provide any right for the Colleague to receive a cash payment and the RSUs will be settled in Shares only.

 

Notifications

 

Director Reporting Obligation

If the Colleague is a director, shadow director1 or secretary of the Company or an Irish Subsidiary, they must notify the Company or the Irish Subsidiary in writing if the Colleague receives or disposes of an interest exceeding 1% of the Company (e.g., RSUs, Shares, etc.), if Colleague becomes aware of the event giving rise to the notification requirement, or if the Colleague becomes a director or secretary if such an interest exists at the time. This notification requirement also applies with respect to the interests of a spouse or minor children (whose interests will be attributed to the director, shadow director or secretary).

 

United Kingdom

 

Terms and Conditions

 

RSU Payment

This provision supplements Section 2.2 of the Agreement:

Notwithstanding any discretion in the Plan or anything to the contrary in the Agreement, the RSUs do not provide any right for the Colleague to receive a cash payment and the RSUs will be settled in Shares only.

 

Tax Withholding

The following provisions supplement Section 2.5 of the Agreement:

 

Without limitation to Section 2.5 of the Agreement, the Colleague agrees that they are liable for all Tax-Related Items and hereby covenants to pay all such Tax-Related Items, as and when requested by the Company or the Employer or by HM Revenue & Customs (“HMRC”) (or any other tax authority or any other relevant authority). The Colleague also hereby agrees to indemnify and keep indemnified the Company and the Employer against any Tax-Related Items that they are required to pay or withhold or have paid or will pay to HMRC (or any other tax authority or any other relevant authority) on the Colleague’s behalf.

 

Notwithstanding the foregoing, if the Colleague is a director or executive officer of the Company (within the meaning of Section 13(k) of the Exchange Act), the Colleague shall not be eligible for a loan from the Employer to cover income tax. In the event that the Colleague is a director or executive officer and the income tax is not collected from or paid by them within ninety days of the end of the United Kingdom (“UK”) tax year in which the event giving rise to the income tax occurs, or such other period as required

1 A shadow director is an individual who is not on the board of directors of the Company or an Irish Subsidiary but who has sufficient control so that the board of directors of the Company or Irish Subsidiary, as applicable, acts in accordance with the directions and instructions of the individual.

 

A-2

 

 

under UK law, the amount of any uncollected income tax may constitute a benefit to them on which additional income tax and National Insurance Contributions (“NICs”) may be payable. The Colleague will be responsible for reporting and paying any income tax due on this additional benefit directly to HMRC under the self-assessment regime and for reimbursing the Company or the Employer, as applicable, for any employee NICs due on this additional benefit, which may be recovered from the Colleague by the Company or the Employer at any time thereafter by any of the means referred to in Section 2.5 of the Agreement.

 

UNITED STATES OF AMERICA

Notifications

Exchange Control Information

Under the Foreign Account Tax Compliance Act (“FATCA”), United States taxpayers who hold Shares or rights to acquire Shares (i.e., RSUs) may be required to report certain information related to their holdings to the extent the aggregate value of the RSUs/Shares exceeds certain thresholds (depending on the Colleague’s filing status) with the Colleague’s annual tax return. The Colleague should consult with their personal tax or legal advisor regarding any FATCA reporting requirements with respect to the RSUs or any Shares acquired under the Plan.

 

 

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SCHEDULE C

Willis Towers Watson

Global Employee Personal Information Protection Notice

 

Last Updated: September 2023

 

1.
Introduction

Willis Towers Watson operates as a global business through its affiliated entities (together “the Willis Towers Watson Group”). The Willis Towers Watson Group values the trust of its employees worldwide and is committed to protecting their personal information.

The Willis Towers Watson Group operates in many different countries. Some of these countries have laws related to the collection, use, transfer and disclosure of the personal information of individuals, including our employees. The purpose of this Global Employee Personal Information Protection Notice (the “Notice”) is to give you information about what personal information the Willis Towers Watson Group collects, uses, transfers and discloses, and why.

The Willis Towers Watson Group entity responsible for collecting and processing your personal data is the entity that employs you. The Willis Towers Watson Group may also engage with outside entities to collect information consistent with this notice. You can check which entity employs you by checking your contract of employment or by asking your usual HR contact. In this Notice, the term "we" or "us" refers to that entity. The information that we collect about you as an employee allows us to administer your benefits and helps to support routine Human Resources and operational processes, contingency planning, and internal talent searches.

2.
What Personal Information about you that we collect, and how we collect Your Personal Information

In the course of your employment, we may have collected or will collect information about you and your working relationship with us, your spouse, domestic/civil partner and/or dependents (“Dependents”). We refer to such information as “Personal Information” (also known as Personal Data in the Cayman Islands). For more specific information regarding what Personal Information about you, we may collect, use, transfer and disclose, and the purposes for which it may be collected, used, transferred and disclosed, please see Annex 1 to this Notice. Local employee handbooks, office manuals, works council agreements and notices provided in your local office or on the Willis Towers Watson intranet site may provide additional details or information.

Sources of Personal Information

We normally collect your Personal Information directly from you, for example when you apply for a job with us, when you commence your role, and from time to time throughout your employment when we ask you to provide information. We may be required as a consequence of our relationship with you as your employer, or by law, to collect certain Personal Information about you. Failure to provide this information may prevent or delay the fulfilment of our obligations as an employer. We will inform you at the time your information is collected whether certain information is compulsory and the consequences of the failure to provide such information.

We also collect certain Personal Information about you from other sources, including:

(a)
background check information from employment screening agencies or publicly available registers (as allowed by law), or references obtained during recruitment;

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(b)
publicly available professional profiles on websites or social media (e.g. LinkedIn); and
(c)
information about your performance or conduct from other employees, clients, or service providers you work with who may provide feedback about you or participate in performance evaluations or reviews.
3.
The Legal Bases and purposes for which we use, transfer, and disclose Your Personal Information

In the EU, data protection laws and other laws, for example the Cayman Islands Data Protection Act (“DPA”) require that we only process personal information subject to one or more valid legal bases. In such cases our legal basis will be one of the following:

(a)
to fulfil our contractual obligations to you in connection with your employment contract with us;
(b)
to comply with our legal obligations, for example obtaining proof of your identity to enable us to meet our anti-money laundering obligations, or obtaining proof of your right to work status to enable us to meet relevant obligations;
(c)
to comply with our legal obligations to you, for example health and safety obligations that we must comply with as your employer or to a third party (e.g. the taxation authorities);
(d)
to meet our legitimate interests, for example to manage our employees effectively, to protect us against theft or other crime, to allow you access to our technology and HR resources, and to conduct analytics that allows us to manage our workforce efficiently and plan recruitment activities. When we process personal information to meet our legitimate interests, we put in place robust safeguards to ensure that your privacy is protected and to ensure that our legitimate interests are not overridden by your interests or fundamental rights and freedoms;
(e)
to protect your or another person's vital interests, for example by providing your health information to a doctor in a medical emergency; or
(f)
the processing is necessary for medical purposes and is undertaken by (a) a health professional; or (2) a person who, in the circumstances, owes a duty of confidentiality equivalent to that which would arise if that person were a health professional. (see DPA).

We may obtain your explicit consent to collect and use certain types of Personal Information when we are required to do so by law (for example, when we process some categories of sensitive personal information or, where required by law, execute a processing which is classified as “profiling”). If we ask for your consent to process your personal information, you may withdraw your consent at any time by contacting privacy@willistowerswatson.com.

The purposes for which we use your personal information are explained in more detail in Annex 1 to this Notice.

4.
Monitoring tools, profiling and automated decision-making

Some of the technology we use to protect company confidential information and ensure compliance with company policies monitors employee IT usage and employee communications and may automatically filter, record or block the sending of communications, or flag certain communications for further review, subject to meeting local legal requirements. For further information on this, please contact

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privacy@willistowerswatson.com. Subject to restrictions under local laws, we may also use technology (including third party solutions) to process your Personal Information in a manner that constitutes "profiling". This involves the use of software that is able to evaluate your personal aspects and predict risks or outcomes. We do this to assist in workforce management, for example we may use software to ensure our workforce is managed and utilised efficiently, to predict risks in staff retention, to detect problems in the workplace, and/or to ensure that employees are being compensated fairly.

 

Although we may use this type of technology to assist our decision-making, where required by law, we do not make important decisions about employees (e.g. as to their compensation, dismissal or promotion) without a member of management and/or the HR team assessing all the circumstances.

5.
Transfer of Personal Information

Due to the global nature of Willis Towers Watson Group operations, we may disclose Personal Information to personnel and departments in other entities which are part of the Willis Towers Watson Group to fulfil the purposes described in this Notice. This may include transferring Personal Information to other countries (including countries other than where you are based that have a different data protection regime than is found in the country where you are based). If you are located in the European Economic Area (the “EEA”), the UK or Switzerland this may include countries outside of the EEA, UK or Switzerland. If you are located in the Cayman Islands, this may include the United States, the European Union, India, and Bermuda. If you are located in Quebec, this may include other Canadian provinces, the United States, the European Union, India or other countries. Some of these countries are recognized by the European Commission or other regulators as providing an adequate level of protection according to EEA standards (the full list of these countries is available here), while others are not. With regard to transfers to other countries that do not provide an adequate level of protection according to EEA standards, we have put in place adequate measures, such as standard contractual clauses adopted by the European Commission, to protect your information. You may obtain more information about these measures and the Willis Towers Watson Group's Global Privacy Program by contacting privacy@willistowerswatson.com.

Access to Personal Information within the Willis Towers Watson Group will be limited to those who have a need to know the information for the purposes described in Annex 1 to this Notice, and may include your managers and their designees, personnel in the international management, HR, IT, Compliance, Legal, Finance and Accounting and Internal Audit to the extent that it is legally necessary.

All personnel within the Willis Towers Watson Group will generally have access to your business contact information such as name, position, telephone number, postal address, email address and photograph.

From time to time, we and other entities within the Willis Towers Watson Group may need to make Personal Information available to other unaffiliated third parties. For a list of the categories of unaffiliated third parties, please see Annex 1 to this Notice. Some of the unaffiliated third parties will be located outside of your home jurisdiction, including in the United States and other jurisdictions that may not provide an adequate level of protection according to EEA standards. Third party service providers and professional advisors are required to protect the confidentiality and security of Personal Information, and only use Personal Information for the provision of services to Willis Towers Watson Group, and in compliance with applicable law.

6.
Security

Willis Towers Watson Group will take appropriate measures to protect Personal Information consistent with applicable privacy and data security laws and regulations, including requiring service providers to use appropriate measures to protect the confidentiality and security of Personal Information.

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7.
Data Retention

The Willis Towers Watson Group will keep your personal information for as long as you remain employed by us, and for a period of 10 years thereafter. We will only retain your personal information after this time if we are required to do so to comply with the law, or if there are outstanding or, where allowed by law, reasonably anticipated claims or complaints that will reasonably require your personal information to be retained. For additional details, please review our Records Management Policy.

If there is any information that we are unable, for technical reasons, to delete entirely from our systems, we will put in place appropriate measures to prevent any further processing or use of the data.

8.
Access and correction requests, questions, and complaints

You have certain rights regarding your Personal Information, subject to local law, which may include the right to:

•
access your Personal Information;
•
rectify the information we hold about you;
•
erase your Personal Information;
•
restrict our use of your Personal Information;
•
object to our use of your Personal Information;
•
receive your Personal Information in a usable electronic format and transmit it to a third party (right to data portability);
•
withdraw your consent to any processing based on consent at any time;
•
lodge a complaint with your local data protection authority if you believe that we have not been able to assist with your complaint or concern (and the right to seek compensation pertaining to DPA);
•
the right to be informed about the collection and use of Personal Information; and
•
the right to stop direct marketing.
•
the right to restrict automated decision making (see DPA).

If you have any questions about this Notice or if you would like to discuss or exercise your rights, please contact Human Resources or email privacy@willistowerswatson.com.

If you wish to file a complaint about the way your information is processed, we encourage you to first contact your local Human Resources Representative, who will take all reasonable efforts to solve the issue. You have the right at all times to lodge a complaint with a supervisory authority responsible for your country or region.

9.
Employee’s Obligations

Please keep Personal Information up to date and inform us of any significant changes to Personal Information. You agree to inform your Dependents whose Personal Information you provide to us about the content of this Notice and to explain the use (including transfer and disclosure) of that Personal Information by us as set out in this Notice.

10.
Changes to the Policy

We may modify or update this Notice from time to time.

If we change this Notice, we will notify you of the changes. Where changes to this Notice will have a fundamental impact on the nature of the processing or otherwise have a substantial impact on you, we will

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give you sufficient advance notice so that you have the opportunity to exercise your rights (e.g. to object to the processing).

11.
Contact

The Willis Towers Watson entity that employs you is the controller, business or responsible party responsible for processing your Personal Information in accordance with this Notice. Please contact your local Human Resources representative for further information on this entity and the appropriate means to contact them.

For questions or comments about this Notice, please contact Human Resources or email privacy@willistowerswatson.com.

In some countries, there is a legal requirement to provide a named individual and their contact details. These are:

 

Country

Name

Contact details

Canada

 

Attention of the Privacy Officer:

Towers Watson Canada Inc. and/or Willis Canada Inc.

130 King St W, Exchange Tower, Suite 1500

P.O. Box 424

Toronto, ON M5X 1E3

 

Email: privacy@willistowerswatson.com

Phone: 416.960.2700

Nigeria

Adewunmi Akinmodiro

Adewunmi.Akinmodiro@willistowerswatson.com

Willis Towers Watson Nigeria Limited

 6th Floor, Africa RE Building. Plot 1679 Karimu Kotun Street, Victoria Island Lagos, Nigeria.

 

South Africa

André Wild

Andre.Wild@willistowerswatson.com

Towers Watson (Pty) Ltd

Level 4, MontClare Place, 23 Main Road, Claremont, Cape Town, 7708

Private Bag X30, Rondebosch, 7701

Pasha Karodia

 

Pasha.Karodia@willistowerswatson.com

Willis South Africa (Pty) Ltd

Illovo Edge, 1 Harries Road, Illovo, Johannesburg 2196

 

 

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ANNEX 1

 

Categories of Personal Information Collected About Employees

Generally, we may collect the below categories of personal information about Employees:

 

Name, Contact Info and other Identifiers: identifiers including, but not limited to:

•
Personal Details: Name, alias, employee identification number, work and home contact details (email, phone numbers, physical address), language(s) spoken, gender, date of birth, nationality, place of birth, state identification card, national identification number, passport number, social security number, driver’s license, marital/civil partnership status, domestic partners, dependants, disability status, emergency contact information, health, insurance and benefits details, vehicle data, IP address, and photograph.
•
Documentation Required under Immigration Laws: Citizenship, passport data, details of residency or work permit.
•
System and Application Access Data: Information required to access company systems and applications such as System ID, LAN ID, email account, instant messaging account, mainframe ID, employee ID, manager employee ID, system credentials, employee status, branch state, country code, previous company details, previous branch details, and previous department details..

Protected Classifications: characteristics of protected classifications under California or federal law including, but not limited to:

•
Citizenship information, as well as residency and work permit details
•
Medical information and disability information
•
Information we collect as part of our diversity and inclusion efforts including, but not limited to, race, ethnicity, color, sex, gender, sexual orientation, age, religion, national origin, disability, and citizenship status. These data are collected only if we are authorised by local regulations to do so and subject to implementing appropriate safeguards as required by applicable law

Usage Data: internet or other electronic network activity information including, but not limited to, browsing history, search history, and information regarding a resident’s interaction with an internet website, application, or advertisement. This includes:

•
Access logs and usage details regarding activities on Willis Towers Watson network, systems and devices, including but not limited to website and browsing history.
•
Physical access logs and call logs
•
Electronic content produced using Willis Towers Watson systems

Biometric information: an individual’s physiological, biological or behavioral characteristics including information pertaining to an individual's deoxyribonucleic acid (DNA), that is used or intended to be used, singly or in combination with each other or with other identifying data, which is used to establish individual identity, for the purposes of uniquely identifying someone. These data are collected only if we are authorised by local regulations to do so and subject to implementing appropriate safeguards as required by applicable law.

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Geolocation Data: precise geographic location information about a particular Willis Towers Watson device.

Audio, Video and other Electronic Data: audio, electronic, visual, thermal, olfactory, or similar information. This includes:

•
CCTV footage and photographs
•
Call recordings and other audio recording (e.g., recorded meetings and webinars)

Employment History: professional or employment-related information. This includes, but is not limited to:

•
Compensation and Payroll: Base salary, bonus, benefits, compensation type, salary step within assigned grade, details on stock options, stock grants and other awards, currency, pay frequency, effective date of current compensation, salary reviews, banking details, working time records (including vacation and other absence records, leave status, hours worked and department standard hours), pay data and termination date.
•
Position: Description of current position, job title, corporate status, management category, job code, salary plan, pay grade or level, job function(s) and subfunction(s), company name and code (legal employer entity), branch/unit/department, location, employment status and type, full-time/part-time, terms of employment, employment contract, work history, hire/re-hire and termination date(s) and reason, length of service, retirement eligibility, promotions and disciplinary records, date of transfers, and reporting manager(s) information.
•
Talent Acquisition and Talent Management Information: Professional qualifications, language and other relevant skills, certification, certification expiration dates), information necessary to complete a background check and/or licensure application, details on performance management ratings, development programs planned and attended, e-learning programs, performance and development reviews, willingness to relocate, driver’s license information, and information used to populate employee biographies.
•
Management Records: Details of any shares of common stock or directorships.

Education Information: information about education history or background that is not publicly available personally identifiable information as defined in the federal Family Educational Rights and Privacy Act (20 U.S.C. section 1232g, 34 C.F.R. Part 99). This includes, but is not limited to:

•
Degrees, certificates or other training completed, schools attended and relevant dates.
•
Details contained in letters of application and resume/CV (previous employment background.

Profiles and Inferences: inferences drawn from any of the information identified above to create a profile about a resident reflecting the resident’s preferences, characteristics, psychological trends, predispositions, behaviour, attitudes, intelligence, abilities, and aptitudes.

Logins and Account Access Information: information which reveals a consumer’s account login, financial account, debit or credit card in combination with any required security or access code, password or credential allowing access.

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What About Sensitive Information?

We may also collect certain types of information that is considered sensitive data (or special categories of data) under applicable law; we will only collect such information when permitted by local law, such as health/medical information, place of birth, trade union membership information, religion, and race or ethnicity. We collect this information for specific purposes, such as health/medical information in order to accommodate a disability or illness and to provide benefits; religion or church affiliation in countries such as Germany where required for statutory tax deductions; and diversity-related Personal Information (such as gender, race or ethnicity) in order to comply with legal obligations and internal policies relating to diversity and anti-discrimination.

Please be assured that, as explained in the following section, we will only use such sensitive information for the following purposes and as provided by law.

The Purposes for which we may collect, use, transfer and disclose Personal Information:

•
Managing Workforce: Managing work activities and personnel generally, including recruitment, appraisals, performance management, promotions and succession planning, rehiring, administering salary, and payment administration and reviews, wages and other awards such as stock options, stock grants and bonuses, healthcare, pensions and savings plans, training, leave, managing sickness leave, promotions, transfers, secondments, honoring other contractual benefits, providing employment references, loans, performing workforce analysis and planning, performing employee surveys, performing background checks, managing disciplinary matters, grievances and terminations, reviewing employment decisions, making business travel arrangements, managing business expenses and reimbursements, planning and monitoring of training requirements and career development activities and skills, and creating and maintaining one or more internal employee directories.
•
Communications and Emergencies: Facilitating communication with you, ensuring business continuity, providing references, protecting the health and safety of employees and others, safeguarding IT infrastructure, office equipment and other property, facilitating communication with you and/or your nominated contacts in an emergency.
•
Business Operations: Operating and managing the IT and communications systems, ensuring the security of Company systems, networks and information, managing product and service development, improving products and services, managing company assets, allocating company assets and human resources, strategic planning, project management, business continuity, compilation of audit trails and other reporting tools, maintaining records relating to business activities, budgeting, financial management and reporting, communications, managing mergers, acquisitions, sales, re-organizations or disposals and integration with purchaser.
•
Compliance: Complying with legal and other requirements, such as income tax and national insurance deductions, record-keeping and reporting obligations, conducting audits, reporting corporate governance, compliance with government inspections and other requests from government or other public authorities, responding to legal process such as subpoenas, pursuing legal rights and remedies, for the purpose of observing our legal obligations, which include preventing business transactions with restricted parties and complying with relevant global trade control laws, defending litigation and managing any internal complaints or claims, conducting investigations and complying with internal policies and procedures.
•
Monitoring: Monitoring compliance with internal policies and Code of Business Conduct, monitoring activity in public places by CCTV and monitoring of telephone, email, Internet, instant

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messaging and other company resources as detailed in our policies and permitted by local law, regulation and any applicable works council agreements.
•
Complying with record keeping requirements: Complying with record keeping requirements, including retention requirements mandated by statute or governmental regulatory agencies in the geographies where we do business, as defined in our agreements, or per client instructions.

 

Aggregate and de-identified information. To the extent permitted by law, we may de-identify personal information and create anonymous and aggregated data sets and reports in order to assess, improve, and develop our business, products, and services, prepare benchmarking reports on our industry, and for other research, marketing and analytics purposes. When we de-identify personal information, we have implemented reasonable measures as required by law to ensure that the de-identified data cannot be associated with any individual or client. We will only maintain and use such data in a de-identified manner and do not attempt to re-identify the data, except as permitted by law.

 

The categories of unaffiliated third parties with whom Willis Towers Watson may share Personal Information:

•
Professional Advisors: Accountants, auditors, lawyers, insurers, bankers, and other outside professional advisors in all of the countries in which the Willis Towers Watson Group operates.
•
Service Providers: Companies that provide products and services to the Willis Towers Watson Group such as recruitment, onboarding, payroll, pension scheme, benefits providers; human resources services, performance management, training, expense management, IT systems suppliers and support; third parties assisting with equity compensation programs, credit card companies, medical or health practitioners, trade bodies and associations, and other service providers.
•
Public and Governmental Authorities: Entities that regulate or have jurisdiction over companies in the Willis Towers Watson Group such as regulatory authorities, law enforcement, public bodies, and judicial bodies (who may be located in other countries around the world).
•
Corporate Transaction: A third party in connection with any proposed or actual reorganization, merger, sale, joint venture, assignment, transfer or other disposition of all or any portion of the Willis Towers Watson Group's business, assets or stock (including in connection with any bankruptcy or similar proceedings).

 

 

 

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ANNEX 2 – Processing of Personal Information Related to Internal Investigations

An internal investigation may arise for a variety of reasons, such as when the Legal or Compliance teams receive a report related to colleague actions or omissions that could constitute abuse, harassment, discrimination, wrongdoing, or violations of law or Willis Towers Watson policy. During an internal investigation, Willis Towers Watson may collect and process your Personal Information in accordance with the Global Employee Personal Information Protection Notice generally and also the provisions of this Annex 2.

 

In an internal investigation, your Personal Information will be processed for the purposes of conducting the investigation. In addition, it may be processed for purposes of Willis Towers Watson ensuring compliance with its ethical and legal responsibilities, and for Willis Towers Watson to act based on the findings of the investigation. The lawful basis for this processing is the legitimate interest of Willis Towers Watson to investigate, detect, minimize, mitigate, and address any alleged or actual unethical or unlawful actions within the framework of Willis Towers Watson’s internal policies and procedures, including Willis Towers Watson’s Code of Conduct, which are designed to ensure the ethical and lawful management and operation of our business, consistent with applicable laws.

 

Personal Information obtained during an internal investigation will be accessible only to those authorized WTW colleagues involved with the investigation. It may also be shared with third parties engaged by Willis Towers Watson who are assisting with the investigation such as legal counsel. Under appropriate circumstances, Personal Information obtained during an investigation may also be shared with legal authorities and/or the courts.

 

Personal Information related to the investigation will be maintained for as long as necessary for the purposes set forth above and in accordance with our Records Management Policy. For example, if you are interviewed, the Personal Data related to your interview will be retained, archived, and ultimately deleted in accordance with the Willis Towers Watson Records Management Policy.

 

 

 

 

 

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ANNEX 3 – Information for California Residents

In this section, we provide information for California residents as required under California privacy laws, including the California Consumer Privacy Act (CCPA), which requires that we provide California residents certain specific information about how we handle their personal information, whether collected online or offline. This section does not address or apply to our handling of:

 

•
publicly available information made lawfully available by state or federal governments
•
personal information that is subject to an exemption under Section 1798.145(c) – (f) of the CCPA (such as protected health information that is subject to HIPAA or the California Medical Information Act, and non-public information subject to the Gramm Leach Bliley Act or the California Financial Information Privacy Act)
•
personal information we collect about job applicants or independent contractors at Willis Towers Watson
•
personal information about individuals acting for or on behalf of another company, to the extent the information relates to our transactions with such company, products or services that we receive from or provide to such company, or associated communications or transactions (except that such individuals have the right to opt-out of any sale of their personal information and to not be subject to any discrimination for exercising such right)

 

Categories of personal information we collect, disclose, sell, or share. Our collection, use and disclosure of personal information about a California resident will vary depending upon the circumstances and nature of our interactions or relationship with such resident. Annex 1 sets out generally the categories of personal information (as defined by the CCPA) about California residents that we collect, sell, and disclose to others for a business purpose. We collect these categories of personal information from the sources, and for the purposes described above in the main body of this privacy notice and in Annex 1. In addition, we also collect some of this information by observing your actions on our systems and websites. We process personal data belonging to individuals 16 years or younger.

The CCPA defines a “sale” as disclosing or making available to a third party Personal Information in exchange for monetary or other valuable consideration, and it defines “share” in pertinent part as disclosing personal information to a third party for cross-context behavioral advertising. We do not “sell,” or “share” personal data which is subject to this Privacy Notice.

Rights of California residents. California law grants California residents certain rights and imposes restrictions on particular business practices as set forth below.

•
Do-Not-Sell: California residents have the right to opt-out of our sale of their personal information. We do not “sell” personal information subject to this notice.
•
Initial Notice: We are required to notify California residents, at or before the point of collection of their personal information, the categories of personal information collected and the purposes for which such information is used.
•
Request to Delete: California residents have the right to request deletion of their personal information that we have collected about them and to have such personal information deleted, except where an exemption applies. We will respond to verifiable requests received from California residents as required by law. The instructions for submitting a verifiable Request to Delete are described in the “Submitting Requests” section below.
•
Limit the Use of Sensitive Personal Information: California residents have the right in certain instances to request that we limit the use and sharing of their sensitive personal information. The

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CCPA defines “sensitive personal information” to include, among other things, your: social security, driver’s license, state identification card, or passport numbers; account log-in, financial account, debit card, or credit card numbers in combination with any required security or access code, password, or credentials allowing access to an account; racial or ethnic origin, religious or philosophical beliefs, or union membership; genetic data; and biometric information (including physiological, biological, or behavioral characteristics).
•
Request to Know: California residents have the right to request and, subject to certain exemptions, receive a copy of the specific pieces of personal information that we have collected, used, disclosed and sold about them and to have this delivered, free of charge, either (a) by mail or (b) electronically in a portable and, to the extent technically feasible, readily useable format that allows the individual to transmit this information to another entity without hindrance. California residents also have the right to request that we provide them certain information about how we have handled their personal information, including the:
o
categories of personal information collected;
o
categories of sources of personal information;
o
business and/or commercial purposes for collecting and selling their personal information;
o
categories of third parties with whom we have shared their personal information;
o
categories of personal information that we have sold in the preceding 12 months, and for each category identified, the categories of third parties to which we sold that particular category of information; and
o
categories of personal information disclosed for a business purpose in the preceding 12 months, and for each category identified, the categories of third parties to which we disclosed that particular category of personal information.

 

California residents may make a Request to Know up to twice every 12 months. We will respond to verifiable requests received from California residents as required by law. The instructions for submitting a verifiable Request to Know are described in the “Submitting Requests” section below.

•
Request to Correct: California residents have the right to request that we correct inaccurate personal information that we maintain.
•
Right to Non-Discrimination: The CCPA prohibits discrimination against California residents for exercising their rights under the CCPA. Discrimination may exist where a business denies or provides a different level or quality of goods or services, or charges (or suggests that it will charge) different prices, rates, or penalties on residents who exercise their CCPA rights, unless doing so is reasonably related to the value provided to the business by the residents’ data.
•
Financial Incentives: A business may offer financial incentives for the collection, sale or deletion of California residents’ personal information, where the incentive is not unjust, unreasonable, coercive or usurious, and is made available in compliance with applicable transparency, informed consent, and opt-out requirements. California residents have the right to be notified of any financial incentives offers and their material terms, the right to opt-out of such incentives at any time, and may not be included in such incentives without their prior informed opt-in consent. We do not offer any such incentives at this time.
•
Submitting Requests. Do-Not-Sell (Opt-out) Requests, Requests to Know, Requests to Delete, Requests to Limit, and Requests to Correct may be submitted:
o
By contacting us at 1-800-889-9288 (toll free)

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o
By submitting a Consumer Request through this link

 

We will use the following process to verify Requests to Know and Requests to Delete: We will acknowledge receipt of your Consumer Request, verify it using processes required by law, then process and respond to your request as required by law. To verify such requests, we may ask you to provide the following information:

•
For a Request to Know categories of personal information which we collect, we will verify your identity to a reasonable degree of certainty by matching at least two data points provided by you against information in our systems which are considered reasonably reliable for the purposes of verifying a consumer’s identity.
•
For a Request to Know specific pieces of personal information or for Requests to Delete, we will verify your identity to a high degree of certainty by matching at least three pieces of personal information provided by you to personal information maintained in our systems and also by obtaining a signed declaration under penalty of perjury that the requestor is the consumer whose personal information is the subject of the request.

An authorized agent can make a request on a California resident’s behalf by providing a power of attorney valid under California law, or providing: (1) proof that the consumer authorized the agent to do so; (2) verification of their own identity with respect to a Right to Know categories, Right to Know specific pieces of personal information, or Requests to Delete which are outlined above; and (3) direct confirmation that the consumer provided the authorized agent permission to submit the request.

We will respond to verifiable requests received from California residents as required by law. For more information about our privacy practices, you may contact us as set forth above.

Consumer Requests Received in 2022. In calendar year 2022, we received and responded to consumer requests under the CCPA as set forth in the table below:

Request Type

Number of Requests Received

Number of Requests With Which We Complied (in whole or in part)

Number of Requests Denied*

Average Response Time (Number of Days)

Requests to Know

1

1

0

33

Requests to Delete

3

1

2

64

Requests to Opt-Out of the Sale of Personal Information

790

782**

0

0

 

*This includes requests that were denied because we were unable to verify the identity of the requestor.

**We receive opt-out requests through multiple channels including a cookie preference manager and by email. The difference between the number of requests received and the number of requests we responded to is due to the channel by which we received the request to opt-out. We received 8 requests to opt-out

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through email. We followed up with the requestors for more information, but the requestor never clarified to which WTW group or information their request applied to.

Opt-Out Preference Signals and “Do-Not-Track” Signals.

The WTW intranet is unable to process opt-out of tracking signals such as the Global Privacy Control (GPC). For more information about the GPC, please click here. In addition, the WTW intranet does not recognize or respond to any signal which your browser might transmit through its so-called “Do Not Track” (DNT) feature. For more information about DNT signals, please click here.

 

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Exhibit 10.24

 

Willis TOWERS WATSON Public Limited Company

2012 Equity Incentive Plan, as amended and restated

 

FULLY VESTED RESTRICTED SHARE UNIT AWARD AGREEMENT


 

THIS FULLY VESTED RESTRICTED SHARE UNIT AWARD AGREEMENT, including the Schedules attached hereto (this “Agreement”), is made by and between Willis Towers Watson Public Limited Company and any successor thereto (the “Company”) and the individual (the “Colleague”) who has signed or electronically accepted this Agreement in the manner specified in the Colleague’s online account with the Company’s designated broker/stock plan administrator.

WHEREAS, the Company wishes to carry out the Plan (as hereinafter defined), the terms of which are hereby incorporated by reference and made a part of this Agreement; and

WHEREAS, the Committee (as defined in the Plan) has determined that it would be to the advantage and best interest of the Company and its shareholders to grant an award of fully vested Restricted Share Units (as hereinafter defined) provided for herein to the Colleague as an incentive for increased efforts during the Colleague’s Service (as hereinafter defined), and has advised the Company thereof and instructed the undersigned officer to prepare said Agreement.

NOW, THEREFORE, the parties hereto do hereby agree as follows:

ARTICLE I


DEFINITIONS

Capitalized terms used in this Agreement shall have the meaning specified in the Plan or below. The plural pronoun shall include the singular, where the context so indicates.

Section 1.1
– Date of Employment

“Date of Employment” shall mean the date that the Colleague commenced employment with the Company or any Subsidiary.

Section 1.2
– Employer

“Employer” shall mean the Company, or if different, the Subsidiary or Designated Associate Company that employs the Colleague.

Section 1.3
– Grant Date

“Grant Date” shall mean October 1, 2024.

 

 

 

Section 1.4
– Nominal Value

“Nominal Value” shall mean $0.000304635 per Share.

Section 1.5
– Plan

“Plan” shall mean the Willis Towers Watson Public Limited Company 2012 Equity Incentive Plan, as amended from time to time.

Section 1.6
– RCA

“RCA” shall mean the Agreement of Restrictive Covenants and Other Obligations for Employees Outside of the United States, which is attached to the Agreement as Schedule B.

Section 1.7
– RSU Award Value

“RSU Award Value” shall mean an amount equal to the number of RSUs subject to the RSU award, multiplied by the closing price on the date of settlement.

Section 1.8
– Restricted Share Units or RSUs

“Restricted Share Units” or “RSUs” shall mean a right to receive Shares pursuant to the terms of the Plan and this Agreement upon settlement.

Section 1.9
– Service

“Service” shall mean service as an Employee with (or, subject to approval by the Committee, as a Consultant to) the Company, or a Subsidiary or Designated Associate Company thereof.

Section 1.10
– Shares

“Shares” shall mean Ordinary Shares of the Company, Nominal Value per Share, which may be authorized but unissued.

ARTICLE II


GRANT OF FULLY VESTED RESTRICTED SHARE UNITS
Section 2.1
- Grant of the Fully Vested Restricted Share Units

Subject to the terms and conditions of the Plan and the additional terms and conditions set forth in this Agreement and the restrictive covenants set forth in the RCA, the Company hereby grants to the Colleague the number of RSUs specified in a schedule to the Agreement or as stated in the Colleague’s online account with the Company’s designated broker/stock plan administrator. The Colleague agrees that the grant of RSUs pursuant to this Agreement is sufficient consideration for the Colleague entering into the RCA. The Colleague agrees to execute and deliver or electronically accept this Agreement and the RCA within 10 business days of the Grant Date and in any event prior to the settlement of the RSUs set forth in Section 3.1 of this Agreement. In the event the Colleague fails to execute and deliver or electronically accept the Agreement or the RCA in the manner and within the period specified in this Section 2.1, the Committee may, in its sole discretion, cancel the RSUs.

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Section 2.2
- RSU Payment

In accordance with Section 7(d)(ii) of the Plan, the Shares to be issued upon settlement of the RSUs must be fully paid up prior to issuance of Shares by payment of the Nominal Value per Share. The Committee shall ensure that payment of the Nominal Value for any Shares underlying the RSUs is received by it on behalf of the Colleague at the time the RSUs are settled from a non-Irish Subsidiary or other source and shall establish any procedures or protocols necessary to ensure that payment is timely received.

Section 2.3
- Employment or Service Rights

Subject to the terms of the RCA, the rights and obligations of the Colleague under the terms of their Service shall not be affected by their participation in the Plan or any right which they may have to participate in it. The RSUs and the Colleague’s participation in the Plan will not be interpreted to form an employment agreement or service contract with the Company or any Subsidiary or a Designated Associate Company and the terms of any separate employment agreement or service contract to which the Colleague is a party shall remain in effect and will control to the extent that there are any inconsistencies with this Agreement. If, notwithstanding the foregoing, any such claim is allowed by a court of competent jurisdiction, then, by participating in the Plan, the Colleague shall be deemed irrevocably to have agreed not to pursue such claim and agrees to execute any and all documents necessary to request dismissal or withdrawal of such claims.

Section 2.4
- Adjustments in RSUs Pursuant to Change of Control or Similar Event, etc.

Subject to Sections 11 and 12 of the Plan, in the event that the outstanding Shares subject to the RSUs are, from time to time, changed into or exchanged for a different number or kind of Shares or other securities, by reason of a share split, spin-off, share or extraordinary cash dividend, share combination or reclassification, recapitalization or merger, Change of Control, or similar event, the Committee shall, in its absolute discretion, substitute or adjust proportionally (i) the number and kind of Shares or securities subject to the RSUs; or (ii) the terms and conditions applicable to the RSUs. An adjustment may have the effect of reducing the price at which Shares may be acquired to less than their Nominal Value (the “Shortfall”), but only if and to the extent that the Committee shall be authorized to capitalize from the reserves of the Company a sum equal to the Shortfall and to apply that sum in paying up that amount on the Shares. Any such adjustment or determination made by the Committee shall be final and binding upon the Colleague, the Company and all other interested persons.

 

Section 2.5
- Tax Withholding

The Colleague acknowledges that, regardless of any action taken by the Employer, the ultimate liability for all Tax-Related Items, is and remains the Colleague’s responsibility and may exceed the amount actually withheld by the Employer. The Colleague further acknowledges that the Company and/or the Employer (1) make no representations or undertakings regarding the treatment of any Tax-Related Items in connection with any aspect of the RSUs, including, but not limited to, the grant, vesting or settlement of the RSUs, the subsequent sale of Shares acquired pursuant to such settlement and the receipt of any dividends and/or any dividend equivalents; and (2) do not commit to and are under no obligation to structure the terms of the grant or any aspect of the RSUs to reduce or eliminate the Colleague’s liability for Tax-Related Items or achieve any particular tax result. Further, if the Colleague is subject to Tax-Related Items in more than one jurisdiction, the Colleague acknowledges that the Company and/or the Employer (or former employer, as applicable) may be required to withhold or account for Tax-Related Items in more than one jurisdiction.

Prior to any relevant taxable or tax withholding event, as applicable, the Colleague agrees to make adequate arrangements satisfactory to the Company and/or the Employer to satisfy all Tax-Related Items.

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In this regard, the Colleague authorizes the Company and/or the Employer, or their respective agents, in their discretion, to satisfy the obligations with regard to all Tax-Related Items by withholding in Shares to be issued upon settlement of the RSUs, unless the Colleague instead elects, in accordance with the procedures established by the Company, to satisfy the obligations with regard to U.S. Federal Insurance Contribution Act taxes or other Tax-Related Items that become payable in a year prior to the year in which Shares are issued upon settlement of the RSUs and on a date when the Colleague is in the employ of the Employer through withholding from the Colleague’s wages or other cash amounts payable to the Colleague by the Company or the Employer in lieu of withholding in Shares. In the event that such withholding in Shares is problematic under applicable tax or securities law or has materially adverse accounting consequences, by the Colleague’s acceptance of the RSUs, the Colleague authorizes the Company and/or the Employer, or their respective agents, to (i) withhold from the Colleague’s wages or other cash amounts payable to the Colleague from the Company or the Employer, (ii) sell on the Colleague’s behalf a whole number of Shares from those Shares issued to the Colleague as the Company determines to be appropriate to generate cash proceeds sufficient to satisfy the obligation for Tax-Related Items, or (iii) utilize any other method of withholding determined by the Company and permitted by applicable laws and the Plan.

 

The Company may withhold or account for Tax-Related Items by considering statutory withholding rates or other withholding rates, including minimum or maximum applicable rates applicable in the Colleague’s jurisdiction(s). In the event of over-withholding, the Colleague may receive a refund of any over-withheld amount in cash (with no entitlement to the Share equivalent), or if not refunded, the Colleague may seek a refund from the local tax authorities. In the event of under-withholding, the Colleague may be required to pay any additional Tax-Related Items directly to the applicable tax authority or to the Company and/or the Employer. If the obligation for Tax-Related Items is satisfied by withholding in Shares, for tax purposes, the Colleague is deemed to have been issued the full number of Shares subject to the vested RSUs, notwithstanding that a number of Shares are held back solely for the purpose of paying the Tax-Related Items.

 

Finally, the Colleague agrees to pay to the Company or the Employer any amount of Tax-Related Items that the Company or the Employer may be required to withhold or account for as a result of the Colleague’s participation in the Plan that cannot be satisfied by the means previously described. The Company may refuse to issue or deliver the Shares or the proceeds of the sale of Shares, if the Colleague fails to comply with the Colleague’s obligations in connection with the Tax-Related Items.

 

Section 2.6
- Dividend Equivalents

On each date that a cash dividend is paid to holders of Shares from the Grant Date through the date immediately prior to the date the RSUs are settled, an amount (the “Dividend Equivalent Amount”) equal to the cash dividend that is paid on each Share, multiplied by the total number of RSUs and any Dividend Equivalent Units (as defined below) that remain unvested and outstanding as of the dividend payment record date, will be credited to the Colleague, and such credited amount will be converted into an additional number of RSUs (“Dividend Equivalent Units”) determined by dividing the Dividend Equivalent Amount by the Fair Market Value of a Share on the date of the dividend payment. Dividend Equivalent Units will be subject to the same conditions as the underlying RSUs with respect to which Dividend Equivalent Units were credited, including without limitation, the provisions governing time and form of settlement applicable to the underlying RSUs. Unless expressly provided otherwise, as used elsewhere in this Agreement, references to RSUs in this Agreement shall also include Dividend Equivalent Units that have been credited to the Colleague pursuant to this Section 2.6.

Section 2.7
- Clawback / Repayment
(a)
The RSUs (and any Shares or other payments resulting from settlement thereof or proceeds therefrom) shall be subject to reduction, cancellation, forfeiture or recoupment to the extent necessary to

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facilitate compliance with (i) any clawback, forfeiture or other similar policy adopted by the Committee or the Board as in effect at the time the RSU award is granted, including, for the avoidance of doubt, the Company’s Compensation Recoupment Policy, effective November 28, 2023, or as may be adopted thereafter as the Committee determines necessary, appropriate or advisable in view of applicable laws, governance considerations or industry best practices; and/or (ii) applicable laws. Further, to the extent that the Colleague receives any amount in excess of the amount that the Colleague should otherwise have received under the terms of the RSU award for any reason (including, without limitation, by reason of a financial restatement, mistake in calculations or other administrative error), the Colleague shall be required to repay any such excess amount to the Company. For purposes of the foregoing, the Colleague expressly and explicitly authorizes the Company to issue instructions, on the Colleague’s behalf, to any brokerage firm and/or third-party administrator engaged by the Company to hold any Shares and other amounts acquired pursuant to the RSUs to re-convey, transfer or otherwise return such Shares and/or other amounts to the Company upon the Company’s enforcement of this Section 2.7(a).

 

(b)
In the event of the Colleague’s (i) voluntary Termination of Service by the Colleague, or (ii) involuntary Termination of Service by the Company due to gross misconduct, as determined by the Committee in its sole discretion, the Colleague will be required to repay the following amounts related to the RSUs: (A) if the Termination of Service occurs prior to the first anniversary of the Date of Employment, an amount equal to the RSU Award Value, and (B) if the Termination of Service occurs after the first anniversary of the Date of Employment, but prior to the second anniversary of the Date of Employment, an amount equal to 50% of the RSU Award Value. Notwithstanding the foregoing, the repayment obligations contemplated under this Section 2.7 (b) shall not apply in the event of a Termination of Service by the Colleague in connection with or following a Change of Control, provided the Colleague provides at least three months’ advance notice of the termination and the Colleague continues in active Service through the date that is at least 30 days following the effective date of the Change of Control, and provided further that the circumstances giving rise to a termination for gross misconduct do not exist as of the date of Termination of Service, as determined by the Committee in its sole discretion.

ARTICLE III
Section 3.1
– Settlement of Fully-Vested RSUs

The RSUs shall be fully vested as of the Grant Date, and shall be settled on the Grant Date, or as soon as practicable, but not later than 30 days, thereafter.

Section 3.2
- Conditions to Issuance of Shares

The RSUs to be delivered hereunder shall be previously authorized but unissued Shares. Such Shares shall be fully paid. The Company shall not be required to deliver any certificates representing such Shares (or their electronic equivalent) allotted and issued upon the applicable date of the settlement of the RSUs prior to fulfillment of all of the following conditions, and in any event, subject to Section 409A of the Code for United States taxpayers:

(a)
The obtaining of approval or other clearance from any state, federal, local or foreign governmental agency which the Committee shall, in its absolute discretion, determine to be necessary or advisable; and
(b)
The Colleague has paid or made arrangements to pay the Tax-Related Items pursuant to Section 2.5.

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Without limiting the generality of the foregoing, the Committee may require an opinion of counsel reasonably acceptable to it to the effect that any subsequent transfer of Shares acquired on the settlement of RSUs does not violate the Exchange Act and may issue stop-transfer orders covering such Shares.

Section 3.3
- Rights as Shareholder

The Colleague shall not be, nor have any of the rights or privileges of, a shareholder of the Company in respect of any Shares that may be received upon the settlement of the RSUs unless and until certificates representing such Shares or their electronic equivalent shall have been issued by the Company to the Colleague.

 

Section 3.4
- Limitation on Obligations

The Company’s obligation with respect to the RSUs granted hereunder is limited solely to the issuance to the Colleague of Shares within the period when such Shares are due to be issued hereunder, and in no event shall the Company become obligated to pay cash in respect of such obligation. The RSUs shall not be secured by any specific assets of the Company or any of its Subsidiaries or Designated Associate Companies, nor shall any assets of the Company or any of its Subsidiaries or Designated Associate Companies be designated as attributable or allocated to the satisfaction of the Company’s obligations under this Agreement. In addition, the Company shall not be liable to the Colleague for damages relating to any delays in issuing the share certificates or its electronic equivalent to the Colleague (or their designated entities), any loss of the certificates, or any mistakes or errors in the issuance of the certificates (or the electronic equivalent) to the Colleague (or their designated entities) or in the certificates themselves.

 

ARTICLE IV

ADDITIONAL TERMS AND CONDITIONS OF THE RSUs

Section 4.1
- Nature of Award

In accepting the RSUs, the Colleague acknowledges, understands and agrees that:

(a)
the Plan is established voluntarily by the Company, is discretionary in nature and may be amended, suspended or terminated by the Company at any time, to the extent permitted by the Plan;
(b)
the RSU award is exceptional, voluntary and occasional and does not create any contractual or other right to receive future RSU awards, or benefits in lieu of RSU awards, even if RSUs have been granted in the past;
(c)
all decisions with respect to future RSUs or other grants, if any, will be at the sole discretion of the Company;
(d)
the Colleague’s participation in the Plan is voluntary;
(e)
the RSUs and any Shares acquired under the Plan, and the income and the value of same, are not intended to replace any pension rights or compensation under any pension arrangement;
(f)
the RSUs and any Shares acquired under the Plan, and the income and the value of same, are not part of normal or expected compensation or salary for any purposes, including, but not limited to, calculating any severance, resignation, termination, redundancy, end of service payments, dismissal, bonuses, holiday pay, long-service awards, pension or retirement or welfare benefits or similar payments;

6

 

 

(g)
unless otherwise agreed with the Company, the RSUs and the Shares subject to the RSUs, and the income and value of same, are not granted as consideration for, or in connection with, services the Colleague may provide as a director of any Subsidiary or affiliate;
(h)
the future value of the Shares underlying the RSUs is unknown, indeterminable, and cannot be predicted with certainty;
(i)
no claim or entitlement to compensation or damages shall arise from forfeiture of the RSUs or the underlying Shares resulting from (i) the application of the clawback policy described in Section 2.7(a) of this Agreement or otherwise adopted by the Company or required by law, (ii) the application of the repayment obligation described in Section 2.7(b) of this Agreement, or (iii) the Colleague’s Termination of Service (for any reason whatsoever, whether or not later found to be invalid or in breach of employment laws in the jurisdiction where the Colleague is employed or the terms of their employment agreement, if any);

 

(j)
unless otherwise provided in the Plan or by the Company in its discretion, the RSUs and the benefits evidenced by this Agreement do not create any entitlement to have the RSUs or any such benefits transferred to, or assumed by, another company nor to be exchanged, cashed out or substituted for, in connection with any Change of Control or similar event affecting the Shares of the Company; and

 

(k)
if the Colleague is providing services outside the United States, neither the Company, the Employer nor any Subsidiary or Designated Associate Company shall be liable for any foreign exchange rate fluctuation between the Colleague’s local currency and the United States Dollar that may affect the value of the RSUs or of any amounts due to the Colleague pursuant to the settlement of the RSUs or the subsequent sale of any Shares acquired upon settlement.

 

Section 4.2
- No Advice Regarding Grant

The Company, its Subsidiaries and Designated Associate Companies are not providing any tax, legal or financial advice, nor is the Company making any recommendations regarding the Colleague’s participation in the Plan, the issuance of Shares upon settlement of the RSUs or sale of the Shares. The Colleague should consult with their own personal tax, legal and financial advisors regarding their participation in the Plan before taking any action related to the Plan.

ARTICLE V


DATA PRIVACY NOTICE
Section 5.1
- Data Privacy

The Company is located at 51 Lime Street, London, EC3M 7DQ, England and Wales and grants employees of the Company, Subsidiaries and Designated Associate Companies the opportunity to participate in the Plan, at the Company’s sole discretion. If the Colleague would like to participate in the Plan, the Colleague understands that the Company will process the Colleague’s Personal Data in accordance with the Global Employee Personal Information Protection Notice set forth in Schedule B to this Agreement.

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ARTICLE VI

AGREEMENT OF RESTRICTIVE COVENANTS AND OTHER OBLIGATIONS

Section 6.1
- Restrictive Covenants and Other Obligations

In consideration of the grant of RSUs, the Colleague shall enter into the RCA, a copy of which is attached hereto as Schedule B. In the event the Colleague fails to execute and deliver or electronically accept the RCA in the manner and within the period specified in Section 2.1, the Committee may, in its sole discretion, cancel the RSUs.

ARTICLE VII

MISCELLANEOUS

Section 7.1
- Administration

The Committee shall have the power to interpret the Plan and this Agreement and to adopt such rules for the administration, interpretation and application of the Plan as are consistent therewith and to interpret or revoke any such rules. All actions taken and all interpretations and determinations made by the Committee shall be final and binding upon the Colleague, the Company and all other interested persons. No member of the Committee shall be personally liable for any action, determination or interpretation made in good faith with respect to the Plan or the RSUs. In its absolute discretion, the Committee may at any time and from time to time exercise any and all rights and duties of the Committee under the Plan and this Agreement.

Section 7.2
- RSUs Not Transferable

Neither the RSUs nor any interest or right therein or part thereof shall be subject to the debts, contracts or engagements of the Colleague or their successors in interest or shall be subject to disposition by transfer, alienation, anticipation, pledge, encumbrance, assignment or any other means whether such disposition be voluntary or involuntary or by operation of law by judgment, levy, attachment, garnishment or any other legal or equitable proceedings (including bankruptcy), and any attempted disposition thereof shall be null and void and of no effect.

Section 7.3
- Binding Effect

The provisions of this Agreement shall be binding upon and accrue to the benefit of the parties hereto and their respective heirs, legal representatives, successors and assigns.

Section 7.4
- Notices

Any notice to be given under the terms of this Agreement to the Company shall be addressed to the Company at the following address:

 

Willis Towers Watson plc

c/o Matthew S. Furman

General Counsel

200 Liberty Street

New York, NY 10281

 

and any notice to be given to the Colleague shall be at their address.

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By a notice given pursuant to this Section 7.4, either party may hereafter designate a different address for notices to be given to them. Any notice that is required to be given to the Colleague shall, if the Colleague is then deceased, be given to the Colleague’s personal representatives if such representatives have previously informed the Company of their status and address by written notice under this Section 7.4. Any notice shall have been deemed duly given when enclosed in a properly sealed envelope or wrapper addressed as aforesaid, deposited (with postage prepaid) in a post office or branch post office regularly maintained by the United States Postal Service or the United Kingdom’s Post Office or in the case of a notice given by a Colleague resident outside the United States of America or the United Kingdom, sent by a recognized international courier service.

Section 7.5
- Titles

Titles are provided herein for convenience only and are not to serve as a basis for interpretation or construction of this Agreement.

Section 7.6
- Applicability of Plan

The RSUs and the Shares underlying the RSUs shall be subject to all of the terms and provisions of the Plan, to the extent applicable to the RSUs and the underlying Shares. In the event of any conflict between this Agreement and the Plan, the terms of the Plan shall control.

Section 7.7
- Amendment

No amendment that materially and adversely impacts the rights of the Colleague under the Agreement may be made without the consent of the Colleague, unless the Amendment is required or advisable to facilitate compliance with applicable law, as determined in the sole discretion of the Committee.

Section 7.8
- Governing Law

This Agreement shall be governed by, and construed in accordance with the laws of Ireland without regard to its conflicts of law provisions; provided, however, that the RCA, as set forth in Schedule B, shall be governed by and construed in accordance with the laws specified in that agreement without regard to conflicts of law provisions.

 

Section 7.9
- Jurisdiction

The state and federal courts located in the County of New York, State of New York shall have exclusive jurisdiction to hear and determine any suit, action or proceeding and to settle any disputes, which may arise out of or in connection with this Agreement and, for such purposes, the parties hereto irrevocably and unconditionally submit to the exclusive jurisdiction of such courts; provided, however, that with respect to the RCA the courts specified in such agreements shall have jurisdiction to hear and determine any suit, action or proceeding and to settle any disputes which may arise out of or in connection with that agreement.

Section 7.10
- Electronic Delivery and Acceptance

The Company may, in its sole discretion, decide to deliver any documents related to current or future participation in the Plan by electronic means. The Colleague hereby consents to receive such documents by electronic delivery and agrees to participate in the Plan through an on-line or electronic system established and maintained by the Company or a third-party broker/stock plan administrator designated by the Company. Further, to the extent that this Agreement has been executed on behalf of the Company electronically, the Colleague accepts the electronic signature of the Company.

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Section 7.11
- Choice of Language

By accepting the Agreement providing for the terms and conditions of the Colleague’s grant, the Colleague confirms having read and understood the documents relating to this grant (the Plan and the Agreement) which were provided in the English language. The Colleague accepts the terms of those documents accordingly.

Section 7.12
- Severability

The provisions of this Agreement are severable and if any one or more provisions are determined to be illegal or otherwise unenforceable, in whole or in part, the remaining provisions shall nevertheless be binding and enforceable.

Section 7.13
- Schedule A

The RSUs shall be subject to any special provisions set forth in Schedule A for the Colleague’s country of residence, if any. If the Colleague relocates to one of the countries included in Schedule A prior to the vesting of the RSUs, the special provisions for such country shall apply to the Colleague, to the extent the Company determines that the application of such provisions is necessary or advisable for legal or administrative reasons. Schedule A constitutes part of this Agreement.

Section 7.14
- Imposition of Other Requirements

The Company reserves the right to impose other requirements on the RSUs and the Shares acquired upon settlement of the RSUs, to the extent the Company determines it is necessary or advisable for legal or administrative reasons, and to require the Colleague to sign any additional agreements or undertakings that may be necessary to accomplish the foregoing.

Section 7.15
- Insider Trading / Market Abuse Laws

The Colleague acknowledges that, depending on the Colleague or the Colleague’s broker’s country of residence or where the Shares are listed, the Colleague may be subject to insider trading restrictions and/or market abuse laws, which may affect the Colleague’s ability to accept, acquire, sell or otherwise dispose of Shares or rights to Shares (e.g., RSUs) or rights linked to the value of Shares under the Plan during such times as the Colleague is considered to have “inside information” regarding the Company (as defined by the laws or regulations in the applicable jurisdictions of the Colleague’s country). Local insider trading laws and regulations may prohibit the cancellation or amendment of orders the Colleague placed before the Colleague possessed inside information. Furthermore, the Colleague could be prohibited from (i) disclosing the inside information to any third party (other than on a “need to know” basis) and (ii) “tipping” third parties or causing them otherwise to buy or sell securities. Third parties include fellow employees and consultants. Any restrictions under these laws or regulations are separate from and in addition to any restrictions that may be imposed under any applicable Company insider trading policy. The Colleague acknowledges they are responsible for complying with any applicable restrictions and is encouraged to speak to their personal legal advisor for further details regarding any applicable insider-trading and/or market-abuse laws in the Colleague’s country.

Section 7.16
- Foreign Asset/Account Reporting Requirements and Exchange Controls

The Colleague’s country may have certain foreign asset and/or foreign account reporting requirements and exchange controls which may affect the Colleague’s ability to acquire or hold Shares under the Plan or cash received from participating in the Plan (including from any dividends paid on Shares, sale proceeds resulting from the sale of Shares acquired under the Plan) in a brokerage or bank account outside the Colleague’s country. The Colleague may be required to report such accounts, assets or

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transactions to the tax or other authorities in the Colleague’s country. The Colleague also may be required to repatriate sale proceeds or other funds received as a result of the Colleague’s participation in the Plan to the Colleague’s country through a designated bank or broker within a certain time after receipt. The Colleague acknowledges that it is their responsibility to be compliant with such regulations, and the Colleague should consult their personal legal advisor for any details.

Section 7.17
- Waiver

The Colleague acknowledges that a waiver by the Company of breach of any provision of this Agreement shall not operate or be construed as a waiver of any other provision of this Agreement, or of any subsequent breach by the Colleague or any other participant of the Plan.

 

Section 7.18
- Counterparts

This Agreement may be executed in any number of counterparts, each of which shall be deemed to be an original and all of which together shall constitute one and the same instrument.

Section 7.19
- Code Section 409A

For purposes of United States taxpayers, it is intended that the terms of the RSUs will comply with the provisions of Section 409A of the Code and the Treasury Regulations relating thereto so as not to subject the Colleague to the payment of additional taxes and interest under Section 409A of the Code, and this Agreement will be interpreted, operated and administered in a manner that is consistent with this intent. In furtherance of this intent, the Committee may adopt such amendments to this Agreement or adopt other policies and procedures (including amendments, policies and procedures with retroactive effect), or take any other actions, in each case, without the consent of the Colleague, that the Committee determines are reasonable, necessary or appropriate to comply with the requirements of Section 409A of the Code and related United States Department of Treasury guidance. In that light, the Company, its Subsidiaries and any Designated Associate Companies make no representation or covenant to ensure that the RSUs that are intended to be exempt from, or compliant with, Section 409A of the Code are not so exempt or compliant or for any action taken by the Committee with respect thereto. Nothing in the Agreement shall provide a basis for any person to take action against the Company, its Subsidiaries or its Designated Associate Companies based on matters covered by Section 409A of the Code, including the tax treatment of any Shares or other payments made under the RSUs granted hereunder, and the Company, its Subsidiaries and any Designated Associate Companies shall not under any circumstances have any liability to the Colleague or their estate or any other party for any taxes, penalties or interest due on amounts paid or payable under this Agreement, including taxes, penalties or interest imposed under Section 409A of the Code.

 

By the Colleague’s execution or electronic acceptance of this Agreement (including the Schedules attached hereto) in the manner specified in the Colleague’s online account with the Company’s designated broker/stock plan administrator, the Colleague and the Company have agreed that the RSUs are granted under and governed by the terms and conditions of the Plan and this Agreement (including the Schedules attached hereto).

 

 

 

Signed for and on behalf of

Willis Towers Watson Public Limited Company by:

 

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/s/ img206478831_0.jpg

Name: Kristy Banas

Title: Chief Human Resources Officer

Colleague:

 

Signature: #Signature#

 

Print Name: #ParticipantName#

 

#AcceptanceDate#

 

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Schedule A

COUNTRY-SPECIFIC APPENDIX TO RESTRICTED SHARE UNIT AWARD AGREEMENT

(Fully Vested Restricted Share Units)

 

WILLIS TOWERS WATSON PUBLIC LIMITED COMPANY

2012 EQUITY INCENTIVE PLAN, AS AMENDED AND RESTATED

 

Capitalized terms used but not defined herein shall have the meanings ascribed to them in the Agreement or the Plan.

Terms and Conditions

This Schedule A includes additional terms and conditions that govern the Fully Vested Restricted Share Unit Award granted to the Colleague under the Willis Towers Watson Public Limited Company 2012 Equity Incentive Plan, as amended from time to time (the “Plan”) and the applicable Fully Vested Restricted Share Unit Agreement (the “Agreement”) if the Colleague resides in one of the countries listed below. This Schedule A forms part of the Agreement. Capitalized terms used but not defined herein shall have the meanings ascribed to them in the Agreement or the Plan.

 

Notifications

 

This Schedule A also includes information based on the securities, exchange control and other laws in effect in the Colleague’s country as of March 2024. Such laws are often complex and change frequently. As a result, the Company strongly recommends that the Colleague not rely on the information noted herein as the only source of information relating to the consequences of the Colleague’s participation in the Plan because the information may be out of date at the time the RSUs vest under the Plan.

 

In addition, the information is general in nature. The Company is not providing the Colleague with any tax advice with respect to the RSUs. The information provided below may not apply to the Colleague’s particular situation, and the Company is not in a position to assure the Colleague of any particular result. Accordingly, the Colleague should seek appropriate professional advice as to how the tax or other laws in the Colleague’s country apply to the Colleague’s situation.

 

Finally, if the Colleague is a citizen or resident of a country other than the one in which the Colleague is currently residing and/or working, transfers employment and/or residency after the Grant Date, or is considered a resident of another country for local law purposes, the terms and conditions contained herein for the country the Colleague is residing and/or working in at the time of grant may not be applicable to the Colleague, and the Company shall, in its discretion, determine to what extent the terms and conditions contained herein shall be applicable to the Colleague. Similarly, the information contained herein may no longer be applicable in the same manner.

IRELAND

 

Terms and Conditions

 

RSU Payment

This provision supplements Section 2.2 of the Agreement:

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Notwithstanding any discretion in the Plan or anything to the contrary in the Agreement, the RSUs do not provide any right for the Colleague to receive a cash payment and the RSUs will be settled in Shares only.

 

Notifications

 

Director Reporting Obligation

If the Colleague is a director, shadow director1 or secretary of the Company or an Irish Subsidiary, they must notify the Company or the Irish Subsidiary in writing if the Colleague receives or disposes of an interest exceeding 1% of the Company (e.g., RSUs, Shares, etc.), if Colleague becomes aware of the event giving rise to the notification requirement, or if the Colleague becomes a director or secretary if such an interest exists at the time. This notification requirement also applies with respect to the interests of a spouse or minor children (whose interests will be attributed to the director, shadow director or secretary).

 

United Kingdom

 

Terms and Conditions

 

RSU Payment

This provision supplements Section 2.2 of the Agreement:

Notwithstanding any discretion in the Plan or anything to the contrary in the Agreement, the RSUs do not provide any right for the Colleague to receive a cash payment and the RSUs will be settled in Shares only.

 

Tax Withholding

The following provisions supplement Section 2.5 of the Agreement:

 

Without limitation to Section 2.5 of the Agreement, the Colleague agrees that they are liable for all Tax-Related Items and hereby covenants to pay all such Tax-Related Items, as and when requested by the Company or the Employer or by HM Revenue & Customs (“HMRC”) (or any other tax authority or any other relevant authority). The Colleague also hereby agrees to indemnify and keep indemnified the Company and the Employer against any Tax-Related Items that they are required to pay or withhold or have paid or will pay to HMRC (or any other tax authority or any other relevant authority) on the Colleague’s behalf.

 

Notwithstanding the foregoing, if the Colleague is a director or executive officer of the Company (within the meaning of Section 13(k) of the Exchange Act), the Colleague shall not be eligible for a loan from the Employer to cover income tax. In the event that the Colleague is a director or executive officer and the income tax is not collected from or paid by them within ninety days of the end of the United Kingdom (“UK”) tax year in which the event giving rise to the income tax occurs, or such other period as required under UK law, the amount of any uncollected income tax may constitute a benefit to them on which additional income tax and National Insurance Contributions (“NICs”) may be payable. The Colleague will be responsible for reporting and paying any income tax due on this additional benefit directly to HMRC under the self-assessment regime and for reimbursing the Company or the Employer, as applicable, for any employee NICs due on this additional benefit, which may be recovered from the

1 A shadow director is an individual who is not on the board of directors of the Company or an Irish Subsidiary but who has sufficient control so that the board of directors of the Company or Irish Subsidiary, as applicable, acts in accordance with the directions and instructions of the individual.

 

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Colleague by the Company or the Employer at any time thereafter by any of the means referred to in Section 2.5 of the Agreement.

 

UNITED STATES OF AMERICA

Notifications

Exchange Control Information

Under the Foreign Account Tax Compliance Act (“FATCA”), United States taxpayers who hold Shares or rights to acquire Shares (i.e., RSUs) may be required to report certain information related to their holdings to the extent the aggregate value of the RSUs/Shares exceeds certain thresholds (depending on the Colleague’s filing status) with the Colleague’s annual tax return. The Colleague should consult with their personal tax or legal advisor regarding any FATCA reporting requirements with respect to the RSUs or any Shares acquired under the Plan.

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SCHEDULE C

Willis Towers Watson

Global Employee Personal Information Protection Notice

 

Last Updated: September 2023

 

1.
Introduction

Willis Towers Watson operates as a global business through its affiliated entities (together “the Willis Towers Watson Group”). The Willis Towers Watson Group values the trust of its employees worldwide and is committed to protecting their personal information.

The Willis Towers Watson Group operates in many different countries. Some of these countries have laws related to the collection, use, transfer and disclosure of the personal information of individuals, including our employees. The purpose of this Global Employee Personal Information Protection Notice (the “Notice”) is to give you information about what personal information the Willis Towers Watson Group collects, uses, transfers and discloses, and why.

The Willis Towers Watson Group entity responsible for collecting and processing your personal data is the entity that employs you. The Willis Towers Watson Group may also engage with outside entities to collect information consistent with this notice. You can check which entity employs you by checking your contract of employment or by asking your usual HR contact. In this Notice, the term "we" or "us" refers to that entity. The information that we collect about you as an employee allows us to administer your benefits and helps to support routine Human Resources and operational processes, contingency planning, and internal talent searches.

2.
What Personal Information about you that we collect, and how we collect Your Personal Information

In the course of your employment, we may have collected or will collect information about you and your working relationship with us, your spouse, domestic/civil partner and/or dependents (“Dependents”). We refer to such information as “Personal Information” (also known as Personal Data in the Cayman Islands). For more specific information regarding what Personal Information about you, we may collect, use, transfer and disclose, and the purposes for which it may be collected, used, transferred and disclosed, please see Annex 1 to this Notice. Local employee handbooks, office manuals, works council agreements and notices provided in your local office or on the Willis Towers Watson intranet site may provide additional details or information.

Sources of Personal Information

We normally collect your Personal Information directly from you, for example when you apply for a job with us, when you commence your role, and from time to time throughout your employment when we ask you to provide information. We may be required as a consequence of our relationship with you as your employer, or by law, to collect certain Personal Information about you. Failure to provide this information may prevent or delay the fulfilment of our obligations as an employer. We will inform you at the time your information is collected whether certain information is compulsory and the consequences of the failure to provide such information.

We also collect certain Personal Information about you from other sources, including:

(a)
background check information from employment screening agencies or publicly available registers (as allowed by law), or references obtained during recruitment;

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(b)
publicly available professional profiles on websites or social media (e.g. LinkedIn); and
(c)
information about your performance or conduct from other employees, clients, or service providers you work with who may provide feedback about you or participate in performance evaluations or reviews.
3.
The Legal Bases and purposes for which we use, transfer, and disclose Your Personal Information

In the EU, data protection laws and other laws, for example the Cayman Islands Data Protection Act (“DPA”) require that we only process personal information subject to one or more valid legal bases. In such cases our legal basis will be one of the following:

(a)
to fulfil our contractual obligations to you in connection with your employment contract with us;
(b)
to comply with our legal obligations, for example obtaining proof of your identity to enable us to meet our anti-money laundering obligations, or obtaining proof of your right to work status to enable us to meet relevant obligations;
(c)
to comply with our legal obligations to you, for example health and safety obligations that we must comply with as your employer or to a third party (e.g. the taxation authorities);
(d)
to meet our legitimate interests, for example to manage our employees effectively, to protect us against theft or other crime, to allow you access to our technology and HR resources, and to conduct analytics that allows us to manage our workforce efficiently and plan recruitment activities. When we process personal information to meet our legitimate interests, we put in place robust safeguards to ensure that your privacy is protected and to ensure that our legitimate interests are not overridden by your interests or fundamental rights and freedoms;
(e)
to protect your or another person's vital interests, for example by providing your health information to a doctor in a medical emergency; or
(f)
the processing is necessary for medical purposes and is undertaken by (a) a health professional; or (2) a person who, in the circumstances, owes a duty of confidentiality equivalent to that which would arise if that person were a health professional. (see DPA).

We may obtain your explicit consent to collect and use certain types of Personal Information when we are required to do so by law (for example, when we process some categories of sensitive personal information or, where required by law, execute a processing which is classified as “profiling”). If we ask for your consent to process your personal information, you may withdraw your consent at any time by contacting privacy@willistowerswatson.com.

The purposes for which we use your personal information are explained in more detail in Annex 1 to this Notice.

4.
Monitoring tools, profiling and automated decision-making

Some of the technology we use to protect company confidential information and ensure compliance with company policies monitors employee IT usage and employee communications and may automatically filter, record or block the sending of communications, or flag certain communications for further review, subject to meeting local legal requirements. For further information on this, please contact

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privacy@willistowerswatson.com. Subject to restrictions under local laws, we may also use technology (including third party solutions) to process your Personal Information in a manner that constitutes "profiling". This involves the use of software that is able to evaluate your personal aspects and predict risks or outcomes. We do this to assist in workforce management, for example we may use software to ensure our workforce is managed and utilised efficiently, to predict risks in staff retention, to detect problems in the workplace, and/or to ensure that employees are being compensated fairly.

 

Although we may use this type of technology to assist our decision-making, where required by law, we do not make important decisions about employees (e.g. as to their compensation, dismissal or promotion) without a member of management and/or the HR team assessing all the circumstances.

5.
Transfer of Personal Information

Due to the global nature of Willis Towers Watson Group operations, we may disclose Personal Information to personnel and departments in other entities which are part of the Willis Towers Watson Group to fulfil the purposes described in this Notice. This may include transferring Personal Information to other countries (including countries other than where you are based that have a different data protection regime than is found in the country where you are based). If you are located in the European Economic Area (the “EEA”), the UK or Switzerland this may include countries outside of the EEA, UK or Switzerland. If you are located in the Cayman Islands, this may include the United States, the European Union, India, and Bermuda. If you are located in Quebec, this may include other Canadian provinces, the United States, the European Union, India or other countries. Some of these countries are recognized by the European Commission or other regulators as providing an adequate level of protection according to EEA standards (the full list of these countries is available here), while others are not. With regard to transfers to other countries that do not provide an adequate level of protection according to EEA standards, we have put in place adequate measures, such as standard contractual clauses adopted by the European Commission, to protect your information. You may obtain more information about these measures and the Willis Towers Watson Group's Global Privacy Program by contacting privacy@willistowerswatson.com.

Access to Personal Information within the Willis Towers Watson Group will be limited to those who have a need to know the information for the purposes described in Annex 1 to this Notice, and may include your managers and their designees, personnel in the international management, HR, IT, Compliance, Legal, Finance and Accounting and Internal Audit to the extent that it is legally necessary.

All personnel within the Willis Towers Watson Group will generally have access to your business contact information such as name, position, telephone number, postal address, email address and photograph.

From time to time, we and other entities within the Willis Towers Watson Group may need to make Personal Information available to other unaffiliated third parties. For a list of the categories of unaffiliated third parties, please see Annex 1 to this Notice. Some of the unaffiliated third parties will be located outside of your home jurisdiction, including in the United States and other jurisdictions that may not provide an adequate level of protection according to EEA standards. Third party service providers and professional advisors are required to protect the confidentiality and security of Personal Information, and only use Personal Information for the provision of services to Willis Towers Watson Group, and in compliance with applicable law.

6.
Security

Willis Towers Watson Group will take appropriate measures to protect Personal Information consistent with applicable privacy and data security laws and regulations, including requiring service providers to use appropriate measures to protect the confidentiality and security of Personal Information.

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7.
Data Retention

The Willis Towers Watson Group will keep your personal information for as long as you remain employed by us, and for a period of 10 years thereafter. We will only retain your personal information after this time if we are required to do so to comply with the law, or if there are outstanding or, where allowed by law, reasonably anticipated claims or complaints that will reasonably require your personal information to be retained. For additional details, please review our Records Management Policy.

If there is any information that we are unable, for technical reasons, to delete entirely from our systems, we will put in place appropriate measures to prevent any further processing or use of the data.

8.
Access and correction requests, questions, and complaints

You have certain rights regarding your Personal Information, subject to local law, which may include the right to:

•
access your Personal Information;
•
rectify the information we hold about you;
•
erase your Personal Information;
•
restrict our use of your Personal Information;
•
object to our use of your Personal Information;
•
receive your Personal Information in a usable electronic format and transmit it to a third party (right to data portability);
•
withdraw your consent to any processing based on consent at any time;
•
lodge a complaint with your local data protection authority if you believe that we have not been able to assist with your complaint or concern (and the right to seek compensation pertaining to DPA);
•
the right to be informed about the collection and use of Personal Information; and
•
the right to stop direct marketing.
•
the right to restrict automated decision making (see DPA).

If you have any questions about this Notice or if you would like to discuss or exercise your rights, please contact Human Resources or email privacy@willistowerswatson.com.

If you wish to file a complaint about the way your information is processed, we encourage you to first contact your local Human Resources Representative, who will take all reasonable efforts to solve the issue. You have the right at all times to lodge a complaint with a supervisory authority responsible for your country or region.

9.
Employee’s Obligations

Please keep Personal Information up to date and inform us of any significant changes to Personal Information. You agree to inform your Dependents whose Personal Information you provide to us about the content of this Notice and to explain the use (including transfer and disclosure) of that Personal Information by us as set out in this Notice.

10.
Changes to the Policy

We may modify or update this Notice from time to time.

If we change this Notice, we will notify you of the changes. Where changes to this Notice will have a fundamental impact on the nature of the processing or otherwise have a substantial impact on you, we will

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give you sufficient advance notice so that you have the opportunity to exercise your rights (e.g. to object to the processing).

11.
Contact

The Willis Towers Watson entity that employs you is the controller, business or responsible party responsible for processing your Personal Information in accordance with this Notice. Please contact your local Human Resources representative for further information on this entity and the appropriate means to contact them.

For questions or comments about this Notice, please contact Human Resources or email privacy@willistowerswatson.com.

In some countries, there is a legal requirement to provide a named individual and their contact details. These are:

 

Country

Name

Contact details

Canada

 

Attention of the Privacy Officer:

Towers Watson Canada Inc. and/or Willis Canada Inc.

130 King St W, Exchange Tower, Suite 1500

P.O. Box 424

Toronto, ON M5X 1E3

 

Email: privacy@willistowerswatson.com

Phone: 416.960.2700

Nigeria

Adewunmi Akinmodiro

Adewunmi.Akinmodiro@willistowerswatson.com

Willis Towers Watson Nigeria Limited

 6th Floor, Africa RE Building. Plot 1679 Karimu Kotun Street, Victoria Island Lagos, Nigeria.

 

South Africa

André Wild

Andre.Wild@willistowerswatson.com

Towers Watson (Pty) Ltd

Level 4, MontClare Place, 23 Main Road, Claremont, Cape Town, 7708

Private Bag X30, Rondebosch, 7701

Pasha Karodia

 

Pasha.Karodia@willistowerswatson.com

Willis South Africa (Pty) Ltd

Illovo Edge, 1 Harries Road, Illovo, Johannesburg 2196

 

 

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ANNEX 1

 

Categories of Personal Information Collected About Employees

Generally, we may collect the below categories of personal information about Employees:

 

Name, Contact Info and other Identifiers: identifiers including, but not limited to:

•
Personal Details: Name, alias, employee identification number, work and home contact details (email, phone numbers, physical address), language(s) spoken, gender, date of birth, nationality, place of birth, state identification card, national identification number, passport number, social security number, driver’s license, marital/civil partnership status, domestic partners, dependants, disability status, emergency contact information, health, insurance and benefits details, vehicle data, IP address, and photograph.
•
Documentation Required under Immigration Laws: Citizenship, passport data, details of residency or work permit.
•
System and Application Access Data: Information required to access company systems and applications such as System ID, LAN ID, email account, instant messaging account, mainframe ID, employee ID, manager employee ID, system credentials, employee status, branch state, country code, previous company details, previous branch details, and previous department details..

Protected Classifications: characteristics of protected classifications under California or federal law including, but not limited to:

•
Citizenship information, as well as residency and work permit details
•
Medical information and disability information
•
Information we collect as part of our diversity and inclusion efforts including, but not limited to, race, ethnicity, color, sex, gender, sexual orientation, age, religion, national origin, disability, and citizenship status. These data are collected only if we are authorised by local regulations to do so and subject to implementing appropriate safeguards as required by applicable law

Usage Data: internet or other electronic network activity information including, but not limited to, browsing history, search history, and information regarding a resident’s interaction with an internet website, application, or advertisement. This includes:

•
Access logs and usage details regarding activities on Willis Towers Watson network, systems and devices, including but not limited to website and browsing history.
•
Physical access logs and call logs
•
Electronic content produced using Willis Towers Watson systems

Biometric information: an individual’s physiological, biological or behavioral characteristics including information pertaining to an individual's deoxyribonucleic acid (DNA), that is used or intended to be used, singly or in combination with each other or with other identifying data, which is used to establish individual identity, for the purposes of uniquely identifying someone. These data are collected only if we are authorised by local regulations to do so and subject to implementing appropriate safeguards as required by applicable law.

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Geolocation Data: precise geographic location information about a particular Willis Towers Watson device.

Audio, Video and other Electronic Data: audio, electronic, visual, thermal, olfactory, or similar information. This includes:

•
CCTV footage and photographs
•
Call recordings and other audio recording (e.g., recorded meetings and webinars)

Employment History: professional or employment-related information. This includes, but is not limited to:

•
Compensation and Payroll: Base salary, bonus, benefits, compensation type, salary step within assigned grade, details on stock options, stock grants and other awards, currency, pay frequency, effective date of current compensation, salary reviews, banking details, working time records (including vacation and other absence records, leave status, hours worked and department standard hours), pay data and termination date.
•
Position: Description of current position, job title, corporate status, management category, job code, salary plan, pay grade or level, job function(s) and subfunction(s), company name and code (legal employer entity), branch/unit/department, location, employment status and type, full-time/part-time, terms of employment, employment contract, work history, hire/re-hire and termination date(s) and reason, length of service, retirement eligibility, promotions and disciplinary records, date of transfers, and reporting manager(s) information.
•
Talent Acquisition and Talent Management Information: Professional qualifications, language and other relevant skills, certification, certification expiration dates), information necessary to complete a background check and/or licensure application, details on performance management ratings, development programs planned and attended, e-learning programs, performance and development reviews, willingness to relocate, driver’s license information, and information used to populate employee biographies.
•
Management Records: Details of any shares of common stock or directorships.

Education Information: information about education history or background that is not publicly available personally identifiable information as defined in the federal Family Educational Rights and Privacy Act (20 U.S.C. section 1232g, 34 C.F.R. Part 99). This includes, but is not limited to:

•
Degrees, certificates or other training completed, schools attended and relevant dates.
•
Details contained in letters of application and resume/CV (previous employment background.

Profiles and Inferences: inferences drawn from any of the information identified above to create a profile about a resident reflecting the resident’s preferences, characteristics, psychological trends, predispositions, behaviour, attitudes, intelligence, abilities, and aptitudes.

Logins and Account Access Information: information which reveals a consumer’s account login, financial account, debit or credit card in combination with any required security or access code, password or credential allowing access.

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What About Sensitive Information?

We may also collect certain types of information that is considered sensitive data (or special categories of data) under applicable law; we will only collect such information when permitted by local law, such as health/medical information, place of birth, trade union membership information, religion, and race or ethnicity. We collect this information for specific purposes, such as health/medical information in order to accommodate a disability or illness and to provide benefits; religion or church affiliation in countries such as Germany where required for statutory tax deductions; and diversity-related Personal Information (such as gender, race or ethnicity) in order to comply with legal obligations and internal policies relating to diversity and anti-discrimination.

Please be assured that, as explained in the following section, we will only use such sensitive information for the following purposes and as provided by law.

The Purposes for which we may collect, use, transfer and disclose Personal Information:

•
Managing Workforce: Managing work activities and personnel generally, including recruitment, appraisals, performance management, promotions and succession planning, rehiring, administering salary, and payment administration and reviews, wages and other awards such as stock options, stock grants and bonuses, healthcare, pensions and savings plans, training, leave, managing sickness leave, promotions, transfers, secondments, honoring other contractual benefits, providing employment references, loans, performing workforce analysis and planning, performing employee surveys, performing background checks, managing disciplinary matters, grievances and terminations, reviewing employment decisions, making business travel arrangements, managing business expenses and reimbursements, planning and monitoring of training requirements and career development activities and skills, and creating and maintaining one or more internal employee directories.
•
Communications and Emergencies: Facilitating communication with you, ensuring business continuity, providing references, protecting the health and safety of employees and others, safeguarding IT infrastructure, office equipment and other property, facilitating communication with you and/or your nominated contacts in an emergency.
•
Business Operations: Operating and managing the IT and communications systems, ensuring the security of Company systems, networks and information, managing product and service development, improving products and services, managing company assets, allocating company assets and human resources, strategic planning, project management, business continuity, compilation of audit trails and other reporting tools, maintaining records relating to business activities, budgeting, financial management and reporting, communications, managing mergers, acquisitions, sales, re-organizations or disposals and integration with purchaser.
•
Compliance: Complying with legal and other requirements, such as income tax and national insurance deductions, record-keeping and reporting obligations, conducting audits, reporting corporate governance, compliance with government inspections and other requests from government or other public authorities, responding to legal process such as subpoenas, pursuing legal rights and remedies, for the purpose of observing our legal obligations, which include preventing business transactions with restricted parties and complying with relevant global trade control laws, defending litigation and managing any internal complaints or claims, conducting investigations and complying with internal policies and procedures.
•
Monitoring: Monitoring compliance with internal policies and Code of Business Conduct, monitoring activity in public places by CCTV and monitoring of telephone, email, Internet, instant

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messaging and other company resources as detailed in our policies and permitted by local law, regulation and any applicable works council agreements.
•
Complying with record keeping requirements: Complying with record keeping requirements, including retention requirements mandated by statute or governmental regulatory agencies in the geographies where we do business, as defined in our agreements, or per client instructions.

 

Aggregate and de-identified information. To the extent permitted by law, we may de-identify personal information and create anonymous and aggregated data sets and reports in order to assess, improve, and develop our business, products, and services, prepare benchmarking reports on our industry, and for other research, marketing and analytics purposes. When we de-identify personal information, we have implemented reasonable measures as required by law to ensure that the de-identified data cannot be associated with any individual or client. We will only maintain and use such data in a de-identified manner and do not attempt to re-identify the data, except as permitted by law.

 

The categories of unaffiliated third parties with whom Willis Towers Watson may share Personal Information:

•
Professional Advisors: Accountants, auditors, lawyers, insurers, bankers, and other outside professional advisors in all of the countries in which the Willis Towers Watson Group operates.
•
Service Providers: Companies that provide products and services to the Willis Towers Watson Group such as recruitment, onboarding, payroll, pension scheme, benefits providers; human resources services, performance management, training, expense management, IT systems suppliers and support; third parties assisting with equity compensation programs, credit card companies, medical or health practitioners, trade bodies and associations, and other service providers.
•
Public and Governmental Authorities: Entities that regulate or have jurisdiction over companies in the Willis Towers Watson Group such as regulatory authorities, law enforcement, public bodies, and judicial bodies (who may be located in other countries around the world).
•
Corporate Transaction: A third party in connection with any proposed or actual reorganization, merger, sale, joint venture, assignment, transfer or other disposition of all or any portion of the Willis Towers Watson Group's business, assets or stock (including in connection with any bankruptcy or similar proceedings).

 

 

 

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ANNEX 2 – Processing of Personal Information Related to Internal Investigations

An internal investigation may arise for a variety of reasons, such as when the Legal or Compliance teams receive a report related to colleague actions or omissions that could constitute abuse, harassment, discrimination, wrongdoing, or violations of law or Willis Towers Watson policy. During an internal investigation, Willis Towers Watson may collect and process your Personal Information in accordance with the Global Employee Personal Information Protection Notice generally and also the provisions of this Annex 2.

 

In an internal investigation, your Personal Information will be processed for the purposes of conducting the investigation. In addition, it may be processed for purposes of Willis Towers Watson ensuring compliance with its ethical and legal responsibilities, and for Willis Towers Watson to act based on the findings of the investigation. The lawful basis for this processing is the legitimate interest of Willis Towers Watson to investigate, detect, minimize, mitigate, and address any alleged or actual unethical or unlawful actions within the framework of Willis Towers Watson’s internal policies and procedures, including Willis Towers Watson’s Code of Conduct, which are designed to ensure the ethical and lawful management and operation of our business, consistent with applicable laws.

 

Personal Information obtained during an internal investigation will be accessible only to those authorized WTW colleagues involved with the investigation. It may also be shared with third parties engaged by Willis Towers Watson who are assisting with the investigation such as legal counsel. Under appropriate circumstances, Personal Information obtained during an investigation may also be shared with legal authorities and/or the courts.

 

Personal Information related to the investigation will be maintained for as long as necessary for the purposes set forth above and in accordance with our Records Management Policy. For example, if you are interviewed, the Personal Data related to your interview will be retained, archived, and ultimately deleted in accordance with the Willis Towers Watson Records Management Policy.

 

 

 

 

 

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ANNEX 3 – Information for California Residents

In this section, we provide information for California residents as required under California privacy laws, including the California Consumer Privacy Act (CCPA), which requires that we provide California residents certain specific information about how we handle their personal information, whether collected online or offline. This section does not address or apply to our handling of:

 

•
publicly available information made lawfully available by state or federal governments
•
personal information that is subject to an exemption under Section 1798.145(c) – (f) of the CCPA (such as protected health information that is subject to HIPAA or the California Medical Information Act, and non-public information subject to the Gramm Leach Bliley Act or the California Financial Information Privacy Act)
•
personal information we collect about job applicants or independent contractors at Willis Towers Watson
•
personal information about individuals acting for or on behalf of another company, to the extent the information relates to our transactions with such company, products or services that we receive from or provide to such company, or associated communications or transactions (except that such individuals have the right to opt-out of any sale of their personal information and to not be subject to any discrimination for exercising such right)

 

Categories of personal information we collect, disclose, sell, or share. Our collection, use and disclosure of personal information about a California resident will vary depending upon the circumstances and nature of our interactions or relationship with such resident. Annex 1 sets out generally the categories of personal information (as defined by the CCPA) about California residents that we collect, sell, and disclose to others for a business purpose. We collect these categories of personal information from the sources, and for the purposes described above in the main body of this privacy notice and in Annex 1. In addition, we also collect some of this information by observing your actions on our systems and websites. We process personal data belonging to individuals 16 years or younger.

The CCPA defines a “sale” as disclosing or making available to a third party Personal Information in exchange for monetary or other valuable consideration, and it defines “share” in pertinent part as disclosing personal information to a third party for cross-context behavioral advertising. We do not “sell,” or “share” personal data which is subject to this Privacy Notice.

Rights of California residents. California law grants California residents certain rights and imposes restrictions on particular business practices as set forth below.

•
Do-Not-Sell: California residents have the right to opt-out of our sale of their personal information. We do not “sell” personal information subject to this notice.
•
Initial Notice: We are required to notify California residents, at or before the point of collection of their personal information, the categories of personal information collected and the purposes for which such information is used.
•
Request to Delete: California residents have the right to request deletion of their personal information that we have collected about them and to have such personal information deleted, except where an exemption applies. We will respond to verifiable requests received from California residents as required by law. The instructions for submitting a verifiable Request to Delete are described in the “Submitting Requests” section below.
•
Limit the Use of Sensitive Personal Information: California residents have the right in certain instances to request that we limit the use and sharing of their sensitive personal information. The

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CCPA defines “sensitive personal information” to include, among other things, your: social security, driver’s license, state identification card, or passport numbers; account log-in, financial account, debit card, or credit card numbers in combination with any required security or access code, password, or credentials allowing access to an account; racial or ethnic origin, religious or philosophical beliefs, or union membership; genetic data; and biometric information (including physiological, biological, or behavioral characteristics).
•
Request to Know: California residents have the right to request and, subject to certain exemptions, receive a copy of the specific pieces of personal information that we have collected, used, disclosed and sold about them and to have this delivered, free of charge, either (a) by mail or (b) electronically in a portable and, to the extent technically feasible, readily useable format that allows the individual to transmit this information to another entity without hindrance. California residents also have the right to request that we provide them certain information about how we have handled their personal information, including the:
o
categories of personal information collected;
o
categories of sources of personal information;
o
business and/or commercial purposes for collecting and selling their personal information;
o
categories of third parties with whom we have shared their personal information;
o
categories of personal information that we have sold in the preceding 12 months, and for each category identified, the categories of third parties to which we sold that particular category of information; and
o
categories of personal information disclosed for a business purpose in the preceding 12 months, and for each category identified, the categories of third parties to which we disclosed that particular category of personal information.

 

California residents may make a Request to Know up to twice every 12 months. We will respond to verifiable requests received from California residents as required by law. The instructions for submitting a verifiable Request to Know are described in the “Submitting Requests” section below.

•
Request to Correct: California residents have the right to request that we correct inaccurate personal information that we maintain.
•
Right to Non-Discrimination: The CCPA prohibits discrimination against California residents for exercising their rights under the CCPA. Discrimination may exist where a business denies or provides a different level or quality of goods or services, or charges (or suggests that it will charge) different prices, rates, or penalties on residents who exercise their CCPA rights, unless doing so is reasonably related to the value provided to the business by the residents’ data.
•
Financial Incentives: A business may offer financial incentives for the collection, sale or deletion of California residents’ personal information, where the incentive is not unjust, unreasonable, coercive or usurious, and is made available in compliance with applicable transparency, informed consent, and opt-out requirements. California residents have the right to be notified of any financial incentives offers and their material terms, the right to opt-out of such incentives at any time, and may not be included in such incentives without their prior informed opt-in consent. We do not offer any such incentives at this time.
•
Submitting Requests. Do-Not-Sell (Opt-out) Requests, Requests to Know, Requests to Delete, Requests to Limit, and Requests to Correct may be submitted:
o
By contacting us at 1-800-889-9288 (toll free)

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o
By submitting a Consumer Request through this link

 

We will use the following process to verify Requests to Know and Requests to Delete: We will acknowledge receipt of your Consumer Request, verify it using processes required by law, then process and respond to your request as required by law. To verify such requests, we may ask you to provide the following information:

•
For a Request to Know categories of personal information which we collect, we will verify your identity to a reasonable degree of certainty by matching at least two data points provided by you against information in our systems which are considered reasonably reliable for the purposes of verifying a consumer’s identity.
•
For a Request to Know specific pieces of personal information or for Requests to Delete, we will verify your identity to a high degree of certainty by matching at least three pieces of personal information provided by you to personal information maintained in our systems and also by obtaining a signed declaration under penalty of perjury that the requestor is the consumer whose personal information is the subject of the request.

An authorized agent can make a request on a California resident’s behalf by providing a power of attorney valid under California law, or providing: (1) proof that the consumer authorized the agent to do so; (2) verification of their own identity with respect to a Right to Know categories, Right to Know specific pieces of personal information, or Requests to Delete which are outlined above; and (3) direct confirmation that the consumer provided the authorized agent permission to submit the request.

We will respond to verifiable requests received from California residents as required by law. For more information about our privacy practices, you may contact us as set forth above.

Consumer Requests Received in 2022. In calendar year 2022, we received and responded to consumer requests under the CCPA as set forth in the table below:

Request Type

Number of Requests Received

Number of Requests With Which We Complied (in whole or in part)

Number of Requests Denied*

Average Response Time (Number of Days)

Requests to Know

1

1

0

33

Requests to Delete

3

1

2

64

Requests to Opt-Out of the Sale of Personal Information

790

782**

0

0

 

*This includes requests that were denied because we were unable to verify the identity of the requestor.

**We receive opt-out requests through multiple channels including a cookie preference manager and by email. The difference between the number of requests received and the number of requests we responded to is due to the channel by which we received the request to opt-out. We received 8 requests to opt-out

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through email. We followed up with the requestors for more information, but the requestor never clarified to which WTW group or information their request applied to.

Opt-Out Preference Signals and “Do-Not-Track” Signals.

The WTW intranet is unable to process opt-out of tracking signals such as the Global Privacy Control (GPC). For more information about the GPC, please click here. In addition, the WTW intranet does not recognize or respond to any signal which your browser might transmit through its so-called “Do Not Track” (DNT) feature. For more information about DNT signals, please click here.

 

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Exhibit 10.33

 

UNANIMOUS WRITTEN CONSENT OF THE

MANAGERS OF

WILLIS TOWERS WATSON US LLC

(ADOPTING AMENDMENT 2024-3 TO THE

WILLIS TOWERS WATSON SAVINGS PLAN FOR U.S. EMPLOYEES

(AMENDED AND RESTATED EFFECTIVE JANUARY 1, 2017)

 

THE UNDERSIGNED, being the Managers of Willis Towers Watson US LLC (the “Company”), a Delaware limited liability company, do hereby consent to and adopt the following preambles and resolutions:

 

WHEREAS, the Company sponsors the Willis Towers Watson Savings Plan for U.S. Employees (Amended and Restated Effective January 1, 2017) (the “Plan”) for the benefit of its eligible employees and eligible employees of any participating employer; and

 

WHEREAS, Section 14.1 of the Plan provides that the Company has the authority to amend the Plan; and

 

WHEREAS, the Plan currently provides that the accounts of eligible Plan participants employed in the Benefits Delivery and Administration (“BDA”) segment of the Company (“BDA Participants”) will be credited with matching contributions equal to one hundred percent (100%) of the first one percent (1%) of eligible compensation they contribute and fifty percent (50%) of the next 5% of eligible compensation they contribute; and

 

WHEREAS, the Plan currently provides that the accounts of eligible Plan participants other than participants employed in the Benefits Delivery and Administration (BDA) segment of the Company (“Non-BDA Participants”) will be credited with an annual non-elective contribution in the amount of three and one-half percent (3.5%) of eligible compensation in lieu of matching contributions; and

 

WHEREAS, the Willis Towers Watson Public Limited Company and Willis HRH, Inc. (collectively the “Corporation”) has entered into that certain equity purchase agreement dated September 30, 2024 (the “Purchase Agreement”), with Project Granite Buyer, Inc. (the “Purchaser”), whereby Purchaser will purchase the stock of the entities comprising the Benefits Delivery and Administration (BDA) segment of the Company (the “BDA Divested Entities”) other than Extend Health, Inc. and Acclaris, Inc. (the “BDA Retained Entities”); and

 

WHEREAS, the BDA Participants who are employed by a BDA Divested Entity on the day following the closing date of the transaction that is the subject of the Purchase Agreement (“BDA Closing Date”) will cease participation in the Plan as of the Closing Date; and

 

WHEREAS, the Company desires to amend the Plan to provide that matching contributions made on behalf of Participants employed by a BDA Retained Entity shall cease with

 

 

respect to eligible compensation for Plan Years commencing on and after January 1, 2025, and such Participants employed by a BDA Retained Entity shall thereafter be credited with an annual non-elective contribution in the amount of three and one-half percent (3.5%) of eligible compensation in lieu of matching contributions based on eligible compensation for Plan Years beginning on or after January 1, 2025;

 

WHEREAS, a BDA Participant in the Plan who is employed by a BDA Divested Entity on the BDA Closing Date and ceases to be employed by an Employer immediately after the BDA Closing Date shall be fully vested in his accounts under the Plan;

 

NOW THEREFORE BE IT RESOLVED, that the Company hereby adopts and approves an amendment to the Plan, contingent on the closing of the Purchase Agreement, to provide that (i) matching contributions made on behalf of BDA Participants employed by a BDA Retained Entity shall cease with respect to eligible compensation for Plan Years beginning on or after January 1, 2025, and such BDA Participants employed by a BDA Retained Entity shall thereafter be credited with an annual non-elective contribution in the amount of three and one-half percent (3.5%) of eligible compensation in lieu of matching contributions based on eligible compensation for Plan Years beginning on or after January 1, 2025, (ii) a BDA Participant in the Plan who is employed by a BDA Divested Entity on the BDA Closing Date and ceases to be employed by an Employer immediately after the BDA Closing Date shall be fully vested in his accounts under the Plan, and (iii) to make any other such changes as it determines are necessary or desirable to effectuate the intent of these resolutions; and

 

FURTHER RESOLVED, that Amendment 2024-3 to the Plan, in substantially the form that is attached hereto as Exhibit A, be, and hereby is, approved and adopted effective as of December 31, 2024; and

 

FURTHER RESOLVED, that the proper officers of the Company, any one of whom may act without the joinder of any of the others be, and hereby are, authorized, empowered, and directed for, on behalf of and in the name of the Company to negotiate execute, deliver and file any agreements, certificates, other instruments or documents, pay any consideration and do or cause to be done any and all such other acts and things as they, or any of them, may deem necessary, appropriate or advisable to effect or implement the resolutions adopted hereby, and any such action taken by any such proper officer of the Company shall be deemed to be conclusive evidence of such determination; and be it

 

FURTHER RESOLVED, that all acts and deeds of the proper officers of the Company taken prior to the date hereof to carry out the intent and to accomplish the purposes of the foregoing resolutions are hereby approved, adopted, ratified and confirmed in all respects as the acts and deeds of the Company; and be it

 

FURTHER RESOLVED, that the managers may sign these resolutions in any number of counterparts (including by facsimile) and each signed copy shall be an original and all of them together shall represent the same agreement.

 

 

 

 

IN WITNESS WHEREOF, the undersigned, being all of the managers of Willis Towers Watson US LLC, have executed this Unanimous Written Consent as of the latest date set forth below.

 

 

Dated:

 

 

_____________________________________________ ________________________, 2024
Jacqueline Bassani

 

 

 

 

_____________________________________________ ________________________, 2024
Emory Todd

 

 

EXHIBIT A

 

AMENDMENT 2024-3 TO THE

WILLIS TOWERS WATSON SAVINGS PLAN FOR U.S. EMPLOYEES

(AMENDED AND RESTATED EFFECTIVE JULY 1, 2017)

 

The Willis Towers Watson Savings Plan for U.S. Employees (Amended and Restated Effective January 1, 2017) is hereby amended, contingent on the closing of the acquisition of the BDA Divested Entities by Project Granite Buyer, Inc. pursuant to the equity purchase agreement dated September 30, 2024, as of December 31, 2024, as set forth below:

 

1. Article 1 of the Plan is hereby amended by adding new Sections 1.10C, 1.10D, and 1.10E to read as follows:

 

“1.10C “BDA Closing Date” shall mean the closing date of the acquisition of the BDA Divested Entities by Project Granite Buyer, Inc. pursuant to the equity purchase agreement dated September 30, 2024, with Project Granite Buyer, Inc. (the “Purchaser”), whereby Purchaser will purchase the equity of the BDA Divested Entities.

 

1.10D “BDA Divested Entity” shall mean:

 

 

(a) MG LLC D/B/A/ TRANZACT;

(b) Omni Direct Inc.;

(c) Trubridge Inc.;

(d) TZ Insurance Solutions LLC; and

(e) VTH Solutions.”

 

1.10E “BDA Retained Entity” shall mean:

 

(a) Extend Health, Inc.; and

(b) Acclaris, Inc.

 

 

 

2. Article I of the Plan is hereby amended by adding a new Section 1.36A to read as follows:

 

“1.36A “Employer Matching Account” shall mean the account established for the Participant in accordance with Section 7.1(u) relating to contributions that an Employer makes on behalf of a BDA Participant in accordance with Section 5.2(a) relating to Matching Contributions made to the Plan on and after January 1, 2024.”

 

 

 

 

 

3. Article 3 of the Plan is hereby amended by adding a new Section 3.5 to read as follows:

 

“3.5 Non-Elective Contribution Eligibility.

 

(a)
Eligibility Waiting Period.

 

(i)
An Eligible Non-BDA Employee is eligible for the Non-Elective Contribution on the later of January 1, 2024 and the date he or she becomes an Eligible Non-BDA Employee.

 

(ii)
An Employee employed by a BDA Retained Entity is eligible for the Non-Elective Contribution on the later of January 1, 2025, or the date he or she becomes an Eligible Employee.

 

(b) Entry into the Plan. An Eligible Employee shall become a Participant for purposes of the Non-Elective Contribution, without regard to Plan Section 3.3, as of the date the applicable Non-Elective Contribution is allocated.”

 

4. Section 5.2 is hereby amended and restated in its entirety to read as follows:

 

“5.2 Employer Matching Contributions.

 

(a) Subject to the limitations described in Article 6, for each Plan Year ending prior to January 1, 2025, the Employer shall contribute to the Plan, on behalf of each BDA Participant who has made Elective Deferrals under Article 4 (including any Basic Elective Deferrals made pursuant to Section 4.1(a), Additional Elective Deferrals made pursuant to Section 4.1(c) and Roth 401(k) Contributions made pursuant to Section 4.5) for such Plan Year, an amount equal to one hundred percent (100%) of each such BDA Participant’s Elective Deferrals for the Plan Year which, in the aggregate, are not in excess of one percent (1%) of the BDA Participant’s Compensation as a BDA Participant for such Plan Year, and an amount equal to fifty percent (50%) of each such BDA Participant’s Elective Deferrals for the payroll period which, in the aggregate, are not in excess of the next five percent (5%) of the BDA Participant’s Compensation while a BDA Participant for such Plan Year.

 

(b) For Plan Years ending prior to January 1, 2024, the Employer shall contribute to the Plan as soon as practicable following the end of the Plan Year, on behalf of each Participant who made Elective Deferrals during calendar year, additional Matching Contributions in an amount equal to a fixed percentage, which percentage shall be the average of the percentages in affect for each payroll period of the calendar year, of the Elective Deferrals of each such Participant, if any, which (i) do not exceed three and one-half percent (3.5%) of such Participant’s Compensation (determined for the entire calendar year) and (ii) have not otherwise been treated as the basis for

 

 

Matching Contributions under Section 5.2 of the Plan for the calendar year.

 

(c) Matching Contributions made pursuant to Section 5.2(a) with respect to Compensation for calendar years commencing on and after January 1, 2024 shall be allocated as of the last day of the Plan Year to the Employer Match Accounts of BDA Participants who are eligible to share in such contributions in the amount determined pursuant to this Section 5.2. All other Matching Contribution made pursuant to this Section 5.2 shall be allocated as of the last day of the Plan Year to the WTW Match Accounts of Participants who are eligible to share in such contributions in the amount determined pursuant to this Section 5.2.

 

(d) No Matching Contributions shall be made with respect to a non-BDA Participant’s Compensation for calendar years commencing on or after January 1, 2024.

 

(e) No Matching Contributions shall be made with respect to a BDA Participant’s Compensation while employed by a BDA Retained Entity for calendar years commencing on or after January 1, 2025.

 

(f) No Matching Contributions shall be made with respect to a BDA Participant’s Compensation while employed by a BDA Divested Entity received after the BDA Closing Date.”

 

5. Article 5 is hereby further amended by redesignating Section 5.3 and Section 5.4 and adding a new Section 5.3 to read as follows:

 

“5.3 Non-Elective Contributions.

 

(a)
Amount of Non-Elective Contribution.

 

(i)
For each Plan Year, so long as the Plan shall remain in effect, the Company shall contribute and pay over to the Plan as a Non-Elective Contribution on behalf of each Eligible Non-BDA Employee three and one-half percent (3.5%) of such Eligible Non-BDA Employee’s Compensation (determined for the portion of such Plan Year the Eligible Non-BDA Employee was an Eligible Non-BDA Employee).

 

(ii)
For each Plan Year commencing on or after January 1, 2025 and so long as the Plan shall remain in effect, the Company shall contribute and pay over to the Plan as a Non-Elective Contribution on behalf of each Eligible Employee employed by a BDA Retained Entity three and one-half (3.5%) of such Eligible Employee’s Compensation (determined for the portion of such Plan Year the Eligible Employee was employed by a BDA Retained Entity as an Eligible Employee).

 

 

 

(b) Allocation of Non-Elective Contribution. Non-Elective Contributions are allocated as of the last day of the Plan Year.”

 

6. Section 7.1 is hereby amended by adding a new subsection (u) to the end thereof to read as follows:

 

(u) Employer Match Account. The value of the Matching Contributions made on behalf of a Member pursuant to Section 5.2(a) relating to Matching Contributions made to the Plan on and after January 1, 2024, and any investment performance thereon, transfers in and out, and expenses properly allocable thereto, shall be accounted for in this account.

 

7. Section 10.1 is hereby amended by adding a new subsection (l) to the end thereof to read as follows:

 

“(l) Notwithstanding the preceding vesting schedules, a BDA Participant in the Plan who is employed by a BDA Divested Entity on the BDA Closing Date and ceases to be employed by an Employer immediately after the BDA Closing Date shall be fully vested in his Account.”

 

 

 

 

Exhibit 10.35

 

UNANIMOUS WRITTEN CONSENT OF THE

BOARD OF DIRECTORS OF

WILLIS NORTH AMERICA INC.

 

 

THE UNDERSIGNED, being all of the members of the Board of Directors (the “Board”) of Willis North America Inc., a Delaware corporation (the “Company”), do hereby consent to and adopt the following preambles and resolutions by unanimous consent in writing with the same force and effect as if adopted at a duly noticed and convened meeting of the Board as of the date hereof:

 

TERMINATION OF NON-QUALIFIED DEFERRED SAVINGS PLAN FOR U.S. EMPLOYEES PLAN AS IT RELATES TO TRANZACT EMPLOYEES

 

WHEREAS, Willis Towers Watson Public Limited Company, a public limited company organized under the laws of Ireland (the “Parent Company”), is the parent of Willis North America Inc., a Delaware Corporation (the “Company”);

 

WHEREAS, Willis North America Inc. sponsors the Willis Towers Watson Non-Qualified Deferred Savings Plan for U.S. Employees (the “NQDSP”) for the benefit of a select group of key management or highly compensated employees who contribute significantly to the future business success of the Company;

 

WHEREAS, Section 13 of the NQDSP provides that the Board of Directors of the Company (the “Board”) has the authority to amend the NQDSP; and

 

WHEREAS, on or around September 30, 2024, (i) Willis HRH, Inc., (ii) Willis Towers Watson Public Limited Company entered an agreement with Project Granite Buyer Inc. (“Buyer”) to sell Tranzact and certain subsidiaries (collectively the “Divested Entities”) pursuant to the Equity Purchase Agreement (“EPA”) (the “Transaction”), and the Transaction is expected to close on or around December 31, 2024 (“Closing Date”);

 

WHEREAS, Section 409A of the Internal Revenue Code of 1986, as amended (“Section 409A”) permits the termination and liquidation of a nonqualified deferred compensation plan pursuant to irrevocable action taken by the service recipient within the thirty (30) days preceding or the twelve (12) months following a change in control event (as defined in Section 409A) if the requirements of Treasury Regulation Section 1.409A-3(j)(4)(ix)(B) are met;

 

WHEREAS, pursuant to Treasury Regulation Section 1.409A-3(j)(4)(ix)(B), the Company may terminate and liquidate the NQDSP in its discretion if (i) all agreements and plans sponsored by the Company after the closing of the change in control event with respect to which deferrals of compensation are treated as having been deferred under a single plan under Section 409A are terminated and liquidated with respect to each participant that experienced the change in

 

 

control event are also terminated; and (ii) all payments are made within twelve (12) months of the date all action is taken to terminate the plan;

 

WHEREAS, the Transaction will constitute a change in control event of the Divested Entities as defined in Section 409A and employees of the Divested Entities and certain other employees of WTW who are being divested to Buyer under the EPA (the “Divested Employees”) will experience the change in control event;

 

WHEREAS, the Company has determined it is advisable and in the best interests of the Company to terminate and liquidate the NQDSP with respect to the Divested Employees who are participating in the NQDSP, contingent on and effective as of Closing Date, and to accelerate the payment of all benefits accrued by the Divested Employees under the NQDSP so that such amounts are paid no later than 12 months following Closing Date; and

 

WHEREAS, the Company and its affiliates are taking actions to terminate and liquidate all agreements and plans with respect to the Divested Employees that are treated, with respect to the Divested Employees, as having been deferred, along with the NQDSP, under a single plan under Section 409A;

 

WHEREAS, the Company desires to provide for full vesting under NQDSP for participants who are employed by the Company on the date preceding the Closing Date of the EPA who cease to be employed by the Company immediately after the closing date, and effective as of the closing date; and

NOW THEREFORE, BE IT RESOLVED, that the NQDSP, as it relates to the Divested Employees is hereby irrevocably terminated contingent on and as of the Closing Date; and

 

FURTHER RESOLVED, that all Divested Employees are hereby vested in their benefits under the NQDSP contingent on and as of the Closing Date; and

 

FURTHER RESOLVED, that all accrued and unpaid benefits under the NQDSP that are allocated to accounts of the Divested Employees shall be paid to Divested Employees in a single lump sum payment within twelve months following the Closing Date; and

 

FURTHER RESOLVED, that no portion of the NQDSP other than as it relates to the Divested Employees shall be terminated, and the remaining portions of the NQDSP shall remain in effect pursuant to its terms; and

 

TERMINATION OF NON-QUALIFIED STABLE VALUE EXCESS PLAN FOR U.S. EMPLOYEES AS IT RELATES TO TRANZACT EMPLOYEES

 

 

WHEREAS, Willis North America Inc. is the sponsor of the Willis Towers Watson Non-Qualified Stable Value Excess Plan for U.S. Employees (the “Excess Plan”), which provides benefits to a select group of highly compensated or key employees of the Company’s U.S. affiliates

- 2 -

 

that are supplemental to the benefits provided under the Willis Towers Watson Pension Plan for U.S. Employees;

WHEREAS, pursuant to Section 15 of the Excess Plan, the Excess Plan may be amended or terminated by the Company;

WHEREAS, Section 409A of the Internal Revenue Code of 1986, as amended (“Section 409A”) permits the termination and liquidation of a nonqualified deferred compensation plan pursuant to irrevocable action taken by the service recipient within the thirty (30) days preceding or the twelve (12) months following a change in control event (as defined in Section 409A) if the requirements of Treasury Regulation Section 1.409A-3(j)(4)(ix)(B) are met;

WHEREAS, pursuant to Treasury Regulation Section 1.409A-3(j)(4)(ix)(B), the Company may terminate and liquidate the Excess Plan in its discretion if (i) all agreements and plans sponsored by the Company after the closing of the change in control event with respect to which deferrals of compensation are treated as having been deferred under a single plan under Section 409A are terminated and liquidated with respect to each participant that experienced the change in control event are also terminated; and (ii) all payments are made within twelve (12) months of the date all action is taken to terminate the plan;

WHEREAS, the Transaction will constitute a change in control event of the Divested Entities as defined in Section 409A and employees of the Divested Entities certain other employees of WTW who are Divested Employees will experience the change in control event;

WHEREAS, the Company has determined it is advisable and in the best interests of the Company to terminate and liquidate the Excess Plan with respect to the Divested Employees who are participating in the Excess Plan, contingent on and effective as of Closing Date, and to accelerate the payment of all benefits accrued by the Divested Employees under the Excess Plan so that such amounts are paid no later than 12 months following Closing Date; and

WHEREAS, the Company and its affiliates are taking actions to terminate and liquidate all agreements and plans with respect to the Divested Employees that are treated, with respect to the Divested Employees, as having been deferred, along with the Excess Plan, under a single plan under Section 409A.

NOW THEREFORE, BE IT RESOLVED, that the Excess Plan, as it relates to the Divested Employees is hereby irrevocably terminated contingent on and as of the Closing Date; and

 

FURTHER RESOLVED, that all Divested Employees are hereby vested in their benefits under the Excess Plan contingent on and as of the Closing Date; and

 

FURTHER RESOLVED, that all accrued and unpaid benefits under the Excess Plan that are allocated to accounts of the Divested Employees shall be paid to Divested Employees in a single lump sum payment within twelve months following the Closing Date; and

 

- 3 -

 

FURTHER RESOLVED, that no portion of the Excess Plan other than as it relates to the Divested Employees shall be terminated, and the remaining portions of the Excess Plan shall remain in effect pursuant to its terms.

 

AMENDMENT OF THE WILLIS TOWERS WATSON SEVERANCE PAY PLAN AS IT RELATES TO TRANZACT EMPLOYEES

 

 

WHEREAS, the Company sponsors the Willis Towers Watson Severance Pay Plan (the “Severance Plan”) for the benefit of its employees and has reserved the right to amend the Plan at any time;

WHEREAS, The Divested Employees as well as new hires into the Divested Entities who are eligible under the Plan will continue to be eligible for and to participate in the Plan through a transition services agreement entered into by the parties ("Transition Services Agreement");

WHEREAS, the Company desires to amend the Severance Plan effective as of the Closing Date to provide that all regular full-time (including full-time reduced hour) and part-time Willis Towers Watson employees who are employed in the United States that are being divested to Project Granite Buyer, Inc. under the EPA, and who are participating in or eligible for the Plan as of the Closing Date and new hires into the Divested Entities who are eligible for the Plan after the Closing Date (the "TSA Employees") shall be eligible to continue participating in or be covered under the Plan until the expiration of the Transition Services Agreement; and

NOW THEREFORE BE IT RESOLVED, that the amendment of the Plan in substantially similar form as set forth in the attached Amendment 2024-1, is hereby approved and adopted to be effective as of the consummation of the sale of the Divested Entities;

 

 

ENABLING RESOLUTIONS

 

RESOLVED FURTHER, that the authorized officers and directors of the Company and their designees be, and each of them hereby is, authorized and empowered and directed, for and on behalf of the Company, to take any and all such actions and to prepare, execute (under the seal of the Company, in accordance with the articles of association of the Company, if appropriate) and deliver such certificates, agreements, instruments, notices and other documents, or to effectuate such filings with any and all appropriate regulatory authorities, including state, federal and foreign authorities, as may be required or as such authorized officer, director or designee may deem necessary, appropriate or advisable in order to carry out the purposes and intents of the foregoing resolutions; all such actions to be performed in such manner, and all such certificates, agreements, instruments, notices and other documents to be executed and delivered in such form, as the authorized officer, director or designee performing or executing the same shall approve, the performance or execution thereof by such officer, director or designee to be conclusive evidence of the approval thereof by such officer, director or designee and by the Company; and be it

 

- 4 -

 

RESOLVED FURTHER, that the Company authorizes each of the Secretary or any Assistant Secretary of the Company to certify and attest any documents which he or she may deem necessary, advisable or appropriate to carry out the purposes and intents of the foregoing resolutions, provided that such attestation shall not be required for the due authorization, execution and delivery or validity of the particular document; and be it

 

RESOLVED FURTHER, that the authority granted to the authorized officers or directors of the Company or their designees under the foregoing resolutions shall be deemed to include, in the case of each such resolution, the authority to perform such further acts and deeds as may be necessary, advisable or appropriate, in the judgment of such officers, directors or their designees, to carry out the purposes and intents of the foregoing resolutions, and all acts and deeds previously performed by the officers, directors or their designees or counsel for the Company prior to the date of these resolutions that are within the authority conferred hereby, are ratified, confirmed and approved as the authorized acts and deeds of the Company; and be it

 

RESOLVED FURTHER, that the foregoing powers and authorizations shall continue in full force and effect until revoked in writing by the Company.

 

 

 

 

[Signatures on the following page]

- 5 -

 

UNANIMOUS WRITTEN CONSENT OF THE

BOARD OF DIRECTORS OF

WILLIS NORTH AMERICA INC.

 

IN WITNESS WHEREOF, the undersigned Directors of the Company consent to, approve, and adopt the foregoing resolutions by written consent in lieu of a meeting, effective as of the applicable Closing Date.

 

 

WILLIS NORTH AMERICA INC.

___________________________________

Carl Hess

Date: ______________________________

 

___________________________________

Imran Qureshi

Date: ______________________________

- 6 -

 

AMENDMENT 2024-1

WILLIS TOWERS WATSON SEVERANCE PAY PLAN

(EFFECTIVE JULY 2021)

 

1. Effective upon the closing of the Equity Purchase Agreement by and between (i) Willis HRH, Inc., (ii) Willis Towers Watson Public Limited Company and (iii) Project Granite Buyer, Inc. (“Buyer”) to sell TRANZACT and its subsidiaries to Buyer, a new paragraph is hereby added to the Coverage Section of the Plan to read as follows:

“For purposes of coverage under the Plan, a TRANZACT employee who was a covered colleague under the Plan prior to being divested to Project Granite Buyer, Inc. (the employers hereinafter referred to as the “Divested Entities”) in connection with equity purchase agreement dated September 30th (“EPA”) and the transaction that closed on December 31, 2024 (“Closing Date”) and new hires into the Divested Entities who would otherwise be covered under the Plan after the Closing Date, shall continue to be or become covered by the Plan until the date on which the transition services agreement entered into in accordance with the EPA expires.

 

 

- 7 -

 

Exhibit 10.46

 

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

January 1, 2025

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”).

 

1.
Definitions.

 

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

 

b.
“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).

 

c.
“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.

 

d.
“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).

 

2.
Term Cash Fees.

 

a.
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.

 

 

 

b.
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 Committee:

   $30,000

 

iii.

Chair of the Risk and Operational Oversight Committee:

$30,000

iv.

Chair of the Human Capital and Compensation Committee:

$25,000

v.

Chair of the Corporate Governance & Nominating Committee:

$20,000

 

 

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

 

i.
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.

 

d.
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 Human Capital and 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 Human Capital and 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.

 

e.
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.

 

3.
Annual Equity Grant.

 

a.
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 Human Capital and 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 Human Capital and 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.

 

b.
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 Human Capital and 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 Human Capital and Compensation Committee.

 

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

 

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

 

e.
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 Human Capital and 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 Human Capital and 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 Human Capital and 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.

 

 

 

f.
Change in Control. The Human Capital and 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).

 

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

 

h.
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.

 

i.
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.

 

j.
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 Human Capital and 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.

 

k.
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.

 

4.
Share Ownership Guidelines.

 

a.
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.

 

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

 

d.
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).

 

e.
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.

 

5.
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”).

 

6.
Currency Election - Cash Fees and Expense Reimbursements.

 

a.
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.

 

b.
Currency Election. Except as otherwise provided by the Human Capital and 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 Human Capital and 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 Human Capital and 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).

 

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.
d.
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.

 

e.
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.

 

7.
Policy Subject to Amendment, Modification and Termination. This Policy may be amended, modified or terminated by the Human Capital and 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 Human Capital and Compensation Committee and the Board hereby expressly reserve the authority to terminate this Policy during any year.

 

8.
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

 

 

 

 

Exhibit 19.1

WILLIS TOWERS WATSON PUBLIC LIMITED COMPANY

 

Insider Trading Policy

 

February 2024

 

Introduction

The purpose of this policy is to help Willis Towers Watson Public Limited Company and its subsidiaries and affiliates (collectively, the “Company,” “WTW,” “we” or “us”) comply with applicable securities laws, prevent actual or apparent insider trading, and protect our reputation for integrity and ethical conduct.

Insider trading is illegal and prohibited. Insider trading occurs when a person who is aware of material non-public information about a company buys or sells that company’s securities or provides material non-public information to another person who may trade on the basis of that information. This policy applies to the Company’s directors, officers and other employees (“Associates”) and consultants worldwide, as well as certain of their family members and persons sharing the same household, any other person whose transactions in securities are directed by them or are subject to their influence or control, and any trust, partnership, corporation or other entity over which they have investment control.

Based on your role at the Company, you may at times have information about us or another entity that generally is not available to the public and, accordingly, you have certain responsibilities under the U.S. federal securities laws and similar laws and regulations globally regarding insider information and the trading of securities. This policy seeks to explain some of your obligations to us and under the law. This policy shall be distributed to all Associates and consultants.

Additional information about this policy may be found at Appendix 1, which contains questions and answers related to this policy.

Your compliance with this policy is of the highest importance for you and the Company. You are responsible for determining whether you are in possession of material nonpublic information and for making sure that you comply with this policy. If you have any questions about this policy or its application to any proposed transaction, you may obtain additional guidance from the General Counsel or Corporate Secretary (referred to in this policy as the “Policy Compliance Officers”); however, any action on the part of the Company, including the Policy Compliance Officers or their designees, does not in any way insulate an individual from liability under applicable securities laws.
 

I.
Trading Restrictions

 

A.
No transactions while in possession of material nonpublic information

 

You may not buy or sell our securities or the securities of any publicly traded company while in possession of information that is material and nonpublic regardless of the source of such information. Moreover, the prohibition on purchases and sales extends not only to transactions involving our securities, but also to transactions involving securities of other companies with which we have a relationship. You, any family member and any other person who has a relationship with you (legal, personal or otherwise) that might reasonably result in that person’s transactions being attributable to you, may not buy or sell securities or engage in any other action to take advantage of material nonpublic information. For purposes of this policy, your “family members” consist of any spouse, child, stepchild, grandchild, parent, stepparent, grandparent, sibling, mother or father-in-law, son or daughter-in-law, or brother-in-law or sister-in-law (as well as adoptive relationships), whether or not they share the same address as you, and any other family members who are financially dependent on

 

 

 

you or rely on you for investment and other financial decisions. You are responsible for the

 

 

transactions of such persons and therefore should make them aware of the need to confer with you before they trade in any Company securities.

 

You may not communicate or pass material nonpublic information (a practice known as “tipping”) concerning the Company or any other entity to others outside the Company, including family and friends. The U.S. federal securities laws impose liability on any person (the “tipper”) who “tips” material nonpublic information to another person or entity (the “tippee”), who then trades on the basis of the information. Penalties may apply regardless of whether the tipper derives any benefits from the tippee’s trading activities.

 

To avoid even the appearance of impropriety, additional restrictions on trading Company securities applicable to certain Associates are included below. Persons that are not subject to these specified restrictions are nevertheless encouraged to refrain from trading in Company securities during a blackout period (as described below).

 

If you are a director, an executive officer or another Section 16 reporting person, keep in mind the various restrictions on securities trading imposed under Section 16 of the U.S. Securities Exchange Act of 1934, as amended (the “Exchange Act”), and the applicable reporting requirements of the U.S. Securities and Exchange Commission (“SEC”). If you are unsure whether you are a Section 16 reporting person, please contact the General Counsel or Associate General Counsel.

 

The existence of a personal financial emergency does not excuse you from compliance with this policy. This means that you may have to forgo a proposed transaction in our securities even if you planned to make the transaction before learning the material nonpublic information and even though you believe that waiting may cause you to suffer an economic loss or forgo anticipated profit. If you have any questions or concerns, please contact the General Counsel or the Corporate Secretary.

 

B.
Blackout periods

 

If you are a director, an executive officer, or a designated employee or consultant identified and contacted through a separate communication (collectively, “Designated Associates”), you, or any person acting on your behalf, may not conduct transactions in the Company’s securities, during the Company’s blackout periods. “Transactions” is broadly construed and includes purchases, sales, gifts and charitable donations of the Company’s securities as well as any election to (i) make an investment in, (ii) terminate an investment in or (iii) alter an investment in the Company’s securities. Questions about the scope of the definition of “transactions” limited by the blackout periods can be addressed to the Corporate Secretary or General Counsel.

The following periods are deemed “blackout periods”:

 

•
from the eighth day of the third calendar month of a fiscal quarter, until two full trading days after the public announcement of the Company’s financial results for such quarter or year; or

 

•
during such other periods as may be established from time to time by the Board, the CEO or the General Counsel in light of particular events or developments affecting the Company.

 

The Policy Compliance Officers may also issue instructions, from time to time, advising certain or all Designated Associates that they may not for certain periods buy or sell our securities, or that our securities may not be traded without prior approval. Due to the confidential nature of the events that may trigger these sorts of blackout periods, the Policy Compliance Officers may find it necessary to inform affected individuals of the blackout period without disclosing the reason for it. The existence of a blackout period may itself be considered material nonpublic information. If you become aware of a blackout period, you may not disclose such information to any other person.

If you are a director or an executive officer, you may also be subject to event-specific blackouts pursuant to the SEC’s Regulation BTR (Blackout Trading Restriction) of which you will be separately

 

 

 

 

informed in advance. This regulation prohibits certain sales and other transfers by insiders during certain pension plan blackout periods.

Even if no blackout period is in effect, keep in mind that you may not trade in our securities if you are aware of material nonpublic information about us. See Paragraph A above.

C.
Pre-clearance procedures

 

Our pre-clearance requirement is designed as a means of enforcing the policies specified above.

If you are a Designated Associate, you and your family members and any other person who has a relationship with you (legal, personal or otherwise) that might reasonably result in that person’s transactions being attributable to you, may not buy, sell or engage in any other transaction in our securities (as further described in section B. above) without first obtaining pre-clearance from a Policy Compliance Officer. Pre-clearance procedures to transact in our securities are included in Appendix 2, and are subject to change at the discretion of the General Counsel. A Policy Compliance Officer will notify you if additional clearance from other WTW persons is required.

The Policy Compliance Officers are under no obligation to approve a transaction submitted for pre- clearance, and may determine not to permit the transaction. If a Policy Compliance Officer (or his/her designee) has not responded to a request for pre-clearance or permission is specifically denied, you must not trade in the Company’s securities. You should not inform any other person of the status of your pre-clearance requests.

Pre-clearance requests will not be granted during a blackout period.

D.
Prohibited and limited transactions

 

Short sales of our securities, sales of our securities “against the box,” buying or selling puts or calls relating to our securities, engaging in any hedging transactions with respect to ownership in

 

our securities (including prepaid variable forward contracts, equity swaps, collars, and exchange funds) and, for directors and executive officers, holding our securities in margin accounts or pledging them as collateral are always prohibited (even if you are not in the possession of material nonpublic information). The foregoing types of transactions are prohibited because it is also important to avoid the appearance of an improper transaction.

 

•
“Short sales” of stock are transactions where you borrow stock, sell it and then buy stock at a later date to replace the borrowed shares. These also include hedging or monetization transactions (such as zero- cost collars and forward sale contracts) that involve the establishment of a short position.

 

•
Sales of stock “against the box” are sales in which the stock is not delivered within 20 days or is not deposited in the mail for delivery within five days of the sale.

 

•
A “put” is an option or right to sell a specific stock at a specific price before a set date, and a “call” is an option or right to buy a specific stock at a specific price before a set date. Generally, call options are purchased when one believes that the price of a stock will rise, whereas put options are purchased when one believes that the price of a stock will fall.

 

•
Certain forms of hedging or monetization transactions, such as forward sale contracts, allow you to lock in much of the value of your stock holdings, often in exchange for all or part of the potential for upside appreciation in the stock. These transactions allow you to continue to own the covered securities, but without the full risks and rewards of ownership. When that occurs, you may no longer have the same objectives as the Company’s other shareholders.

 

 

 

 

 

•
Securities held in a margin account or pledged as collateral for loans or other obligations can be sold without your consent in certain circumstances. These transactions are prohibited for directors and executive officers and are severely limited for all other persons. You must not make any arrangements to hold our securities in a margin account or pledge them as collateral unless a Policy Compliance Officer pre-approves the arrangements based on your financial capacity to repay the loan without resort to the pledged securities.

 

Additional types of transactions are severely limited because they can raise similar issues:

•
Standing orders are orders placed with a broker to sell or purchase stock at a specified price. You must not place a standing order to buy or sell our securities if the order might remain open during a period when you are prohibited from trading in our securities.

 

If you have a managed account (where another person has been given discretion or authority to trade without your prior approval), you should advise your broker or investment adviser of this policy to ensure compliance for any transaction that may be attributable to you. This policy generally does not apply to investments in publicly available mutual funds.

E.
Special types of permitted transactions

 

There are limited situations in which you may buy or sell our securities without restriction under this policy. You may:

 

•
exercise stock options that have been granted to you by our Company or under one of our stock option plans (but this does not include cashless exercises or sales of the purchased shares);

 

•
exercise a net share tax withholding right in connect with a share-based award, such as a restricted stock unit award, granted to you by our Company pursuant to which you elect to have the Company withhold shares to satisfy tax withholding obligations arising upon a taxable event, such as exercise, vesting or settlement of the award (but this does not include “sell-to-cover” or other transaction involving market sales of shares issuable under the award);

 

•
buy or sell our securities under our 401(k) plan (if the transaction is made pursuant to standing instructions not entered into or modified during a blackout period); and

 

•
buy or sell our securities under our Employee Stock Purchase Plan (if the election to participate and any modifications to the original election to increase the rate of contributions were not made during the blackout period).

 

 

II.
Reporting of Purchases and Sales

 

If you are a director or an executive officer or another reporting person subject to Section 16 of the Exchange Act, you must immediately report to a Policy Compliance Officer all transactions in our securities completed by you, any family members and any entities that you control or in which you have an ownership interest. The Policy Compliance Officers or their designees can answer any questions you may have about these reporting obligations, including whether you are subject to Section 16, and will assist you with satisfying your reporting obligations. We require prompt reporting due to SEC requirements that certain insider reports be filed with the SEC by the second day after the date on which a reportable transaction occurs.

Again, if you are a director, an executive officer or another Section 16 reporting person, please keep in mind the various restrictions on securities trading imposed under Section 16 of the Exchange Act and the applicable reporting requirements.
 

III.
Disclosure Restrictions

 

As noted above, you must not communicate (or tip) material nonpublic information to other persons before its public disclosure and dissemination. Therefore, you should exercise care when speaking with other personnel who do not have a “need to know” and when communicating with family, friends and others who are not associated with us. To avoid even the appearance of impropriety, please refrain from discussing our business or prospects or making recommendations about buying or selling our securities or the securities of other entities with which we have any relationship. The concept of unlawful tipping includes passing on information to friends, family members or acquaintances especially under circumstances that suggest that you were trying to help them make a profit or avoid a loss.
 

IV.
Market sensitive information relating to clients and counterparties

 

Due to the nature of WTW business activities, Associates may become aware of market sensitive information during their interactions with clients, and other counterparties. Associates must not buy or sell publicly traded securities while in possession of material non-public information or disclose such information to anyone other than as reasonably necessary in the normal course of employment.

In addition, Associates must not engage (or attempt to engage) in illegal manipulation of a financial market. This includes:

•
manipulating transactions or devises to give a false impression of supply or demand for an investment; or

 

•
disseminating information that may result in the misleading impression of the supply or, or demand for, an investment, through the media or otherwise.

 

Some Associates will be subject to additional market abuse policies. Please contact the Global Compliance Director for Risk & Broking should you have any questions in relation to this section.
 

V.
Application to Former, Temporary or Retired Personnel

 

This policy (including the prohibition on insider trading in any security while in possession of material nonpublic information obtained while in our employment or while conducting any business or activity on our behalf) applies, and will continue to apply, to you as follows:

•
If you are a former, temporary or retired Designated Associate, this policy will apply until the later of (i) the second full trading day following the public release of earnings for the fiscal quarter in which that person leaves our Company or (ii) the second full trading day after any

 

 

 

material nonpublic information known to you has become public or is no longer material.

 

•
For all other former, temporary or retired Associates or other personnel, this policy will apply until the second full business day after any material nonpublic information known to you has become public or is no longer material.

 

VI.
Violations of this Policy

 

A violation of this policy could expose you to significant civil and criminal penalties and legal action. See “What are the U.S. securities law penalties for insider trading?” below.

 

If you have supervisory authority over any of our Associates or other personnel, you must promptly report to a Policy Compliance Officer either any trading in our securities by such persons or any disclosure of material nonpublic information by such persons that you have reason to believe may violate this policy or U.S. securities laws. Because the SEC can seek civil penalties against us, directors and supervisory personnel for failing to take appropriate steps to prevent illegal trading, we should be made aware of any suspected violations as early as possible.

 

Notwithstanding the foregoing, nothing in this policy precludes you from utilizing our whistleblower policy.

 

* * *

 

 

 

 

APPENDIX 1 QUESTIONS AND ANSWERS

Section 1Q: What information is “material?”

 

A: Information generally is considered to be material if its disclosure to the public would be reasonably likely to affect either investors’ decisions to buy or sell our securities or the market price of the securities. Material information can be either positive or negative. For example, material information may relate to:

•
a merger, acquisition or sale;

 

•
information about revenues or earnings (profits or losses), including both actual results not yet released and projections;

 

•
institution of, or developments in, including the resolution of, significant litigation, investigations, regulatory actions or proceedings;

 

•
a significant cybersecurity incident;

 

•
the public or private sale of our securities;

 

•
a change in dividend policy or the declaration of a stock split;

 

•
our offer to acquire another company’s securities or a third party’s offer to acquire our securities;

 

•
major management or organizational changes;

 

•
a new significant contract, client or customer or a loss of a significant contract, client or customer;

 

•
reductions of workforce;

 

•
the development or release of a new product or service;

 

•
changes in a previously announced schedule for the development or release of a product or service; or

 

•
change in auditors.

 

It is difficult to provide a precise definition of material information, since there are many gray areas and varying circumstances. The determination of whether information was material is almost always made after the fact when the effect on the market can be quantified. When in doubt, you should presume that the information is material.

 

Material information that is not yet ripe for public disclosure may often exist. For example, during the early stages of discussions regarding a significant acquisition or sale, the information about the discussions may be too tentative or premature to require (or even permit) us to make a public announcement. On the other hand, that same information may be highly material.

 

Section 2Q: What information is “nonpublic?”

 

A: Information generally becomes available to the public after it has been disclosed by us or third parties in a press release or other similar public statement, including any filing with the SEC.

 

If you are in possession of material nonpublic information, you may trade only when you are certain that official announcements of material information have been sufficiently publicized

 

 

 

so that the public has had the opportunity to evaluate it. Please keep in mind that insider trading is not made permissible merely because material information is reflected in rumors or other unofficial statements in the press or marketplace. You should not attempt to “beat the market” by trading simultaneously with, or shortly after, the official release of material nonpublic information.

 

As a rule of thumb, information is considered nonpublic until at least two full trading days have passed after we release the information to a national wire service. For example, if an announcement is made on a Monday, trading should not occur until Thursday. The Policy Compliance Officers will know when information has been released to the public.

 

Section 3Q: What if it is difficult to ascertain whether information is material and/or nonpublic?

 

A: If you are unsure whether information of which you are aware is material and/or nonpublic, you should consult with one of the Policy Compliance Officers prior to trading. If you are a Designated Associate you must always seek approval from a Policy Compliance Officer before trading as required by this policy.

 

Section 4Q: Can I trade based on information about other companies?

 

A: The principles discussed in this policy also apply to inside information that you obtain in the course of your employment or service about another public company (such as a client, customer or a company with which we are involved in a transaction). If you obtain material nonpublic information about another public company, then you must not trade in the securities of that company until the information has been publicly disseminated.

 

Section 5Q: What are the reasons for the restrictions on disclosing material insider information under this policy?

 

A: U.S. federal securities laws (and similar laws and regulations globally) strictly prohibit any person who obtains material inside information and who has a duty not to disclose it from using the information in connection with the purchase and sale of securities. It does not matter how that information has been obtained – whether in the course of employment or Board service; from friends, relatives, acquaintances, or strangers; or from overhearing the conversations of others.

 

U.S. Congress enacted this prohibition because the integrity of the securities markets would be seriously undermined if the “deck were stacked” against persons who are not privy to such information.

 

Section 6Q What measures are appropriate to safeguard material information?

 

A: So long as material information relating to us or our business is unavailable to the general public, it must be kept in strict confidence. Accordingly, you should discuss this information only with persons who have a “need to know,” it should be confined to as small a group as possible, and it should be disclosed only in a setting in which confidentiality can be maintained. Please exercise the utmost care and circumspection at all times and limit conversations in public places (such as elevators, restaurants and airplanes) to topics that do not involve sensitive or confidential information. Please use care in discussing sensitive or confidential information on cell phones or cordless phones. In addition, all e-mails containing sensitive or confidential information should be encrypted before being sent, and consideration should be given to making these e-mails non- copyable and non-forwardable.

 

 

In order to protect our confidences to the maximum extent possible, no individuals other than specifically authorized personnel may release material information to the public or respond to inquiries about material information from the media, analysts or others outside our Company as set forth in our Regulation FD Corporate Communications Policy.

 

Section 7Q: What are the U.S. securities law penalties for insider trading?

 

A: Individuals. Insider trading has been a top enforcement priority of the SEC and the U.S. Department of Justice for many years. Because criminal prosecution and the imposition of fines and/or imprisonment are common, the consequences of insider trading violations can be enormous. For individuals who trade on inside information or who tip information to others, penalties can include:

•
a civil penalty of up to three times the profit gained or the loss avoided;

 

•
a criminal fine (no matter how small the profit) of up to $5 million; and

 

•
a jail term of up to 25 years.

 

Individuals also may be prohibited from serving as directors or officers of our Company or any other public company. Finally, keep in mind that there are no limits on the size of a transaction that will trigger insider trading liability. Relatively small trades have in the past occasioned SEC investigations and lawsuits.

 

Control Persons. In addition, the SEC can seek a civil penalty against a company as a “controlling person” that fails to take appropriate steps to prevent illegal trading. The SEC can also seek a civil penalty against directors and supervisory personnel as “controlling persons” who fail to take appropriate steps to prevent illegal trading. Directors, officers and certain managerial personnel could become controlling persons subject to liability if they knew of, or recklessly disregarded, a likely insider trading violation by an employee or other personnel under their control. A successful action by the SEC under this provision could result in a civil fine of $1 million or three times the profit gained or the loss avoided, whichever is greater. Criminal penalties can be up to $25 million.

 

General. In addition to the possible imposition of civil damages and criminal penalties on violators and their controlling persons, any appearance of impropriety could not only damage our reputation for integrity and ethical conduct but also impair investor confidence in us. For this reason, if you violate our policy, then we can impose sanctions including dismissal or removal for cause. Thus, even if the SEC does not prosecute a case, involvement in an investigation (by the SEC or us) can tarnish your reputation and damage your career.

 

* * *

 

 

 

 

 

APPENDIX 2

 

PRE-CLEARANCE PROCEDURES TO TRANSACT IN WILLIS TOWERS WATSON SECURITIES

 

As you know, because of your position at Willis Towers Watson, you may have information about the Company or another company that is not available to the public. We take the confidentiality of this information very seriously and as an “insider” you have certain responsibilities under Willis Towers Watson’s Insider Trading Policy and U.S. securities laws.

This: (1) summarizes key parts of the Willis Towers Watson Insider Trading Policy, (2) outlines the updated procedures required for you to buy or sell Willis Towers Watson shares, and (3) discusses 10b5-1 plans.

1.0 Willis Towers Watson’s Insider Trading Policy

 

1.1
Summary of the Policy. The Insider Trading Policy explains your obligations to Willis Towers Watson (and under the law) to prevent actual or apparent insider trading, and to protect the Company’s reputation for integrity and ethical conduct. In summary, under the Policy, you may not buy or sell Willis Towers Watson securities or a client’s securities if you possess material, non-public information about the Company or client. Information is “material” if it would reasonably affect an investor’s decision to buy or sell securities or the market price of the securities at issue. You are required to read and understand the full policy.

 

1.2
Blackout Periods. A “Blackout Period” is a period during which you are prohibited from buying, selling, or engaging in any transaction in Willis Towers Watson securities. The regular Blackout Periods begin on the eighth day of the third calendar month of a fiscal quarter and lasts until two trading days have passed after we announce that quarter’s earnings (generally 3-5 weeks after the end of the quarter). Depending upon the circumstances, however, we may impose other Blackout Periods and we will inform you of these.

 

1.3
Open Period. An “Open Period” (also referred to as an “Open Window”) is a period when you are authorized to buy or sell Willis Towers Watson securities provided that you (1) do not otherwise possess material, non-public information, and (2) follow the procedures discussed in Section 2.0. To ensure compliance with these procedures, you are currently blocked from trading on the Fidelity system. Until you have the consent discussed in Section 2.0, the Shareplans Department will not remove this trading block. Note that the best time to trade is generally shortly after the Open Period begins, two full trading days after the Company announces quarterly earnings.

 

2.0 Procedure to Transact in Willis Towers Watson Securities

 

2.1
Consents. You must obtain consent via email from the following people:

If you are a member of the Board of Directors of Willis Towers Watson Public Limited Company (“WTW”): the Chair of the Board (or the Presiding Independent Director as appropriate), the WTW CEO, and the WTW General Counsel. For ease of administration, members of the Board should email the WTW General Counsel, who will coordinate the necessary consents. If you are a member of the senior executive leadership team known as Team Chi and/or a Section 16 officer: the WTW CEO and the WTW General Counsel.

 

 

 

 

2.2 Information in your Request to Trade. Your request to trade must contain the following:

 

•
the specific number of shares you wish to trade or the number of options you wish to exercise, and

 

•
the date of the proposed transaction (i.e., when you wish to trade).

 

2.3
Coordination with Shareplans. After you receive the requisite approvals via email you must then personally coordinate with the Shareplans Department and Fidelity (as applicable) to commence your trade. The Shareplans Department can be reached at shareplans@willistowerswatson.com. Note that Shareplans will not take any action or commence any trade on your behalf; rather, they will lift the restriction on your account and direct you to Fidelity to complete your transaction.

 

2.4
Expiration of Approval to Trade. Your approval to trade expires on the earlier of:

 

•
two weeks after you are given consent to trade,
•
the beginning of a Blackout Period, or
•
when you possess material, non-public information.

 

If you do not trade before this deadline you will need to get consent again under the above procedures. We suggest that you submit your trade requests at least one week before any proposed transaction.

 

3.0 10b5-1 Plans

 

3.1
In General. A “10b5-1 Plan” is an agreement between you and your broker entered into during an Open Period pursuant to which you direct your broker to execute future trades based on specified criteria that meet certain conditions set forth in Rule 10b5. If a proper plan is established, it can provide a defense to allegations of insider trading and can assist with (a) selling shares to cover taxes if your Restricted Stock Units vest during a blackout period; and (b) paying the exercise price for options that will expire during a Blackout Period. A 10b5-1 Plan may only be executed in an open period.

 

3.2
To Establish a Plan. This is a personal arrangement, so the Company will not prepare the plans on your behalf and you should have all of your equity information available when establishing your arrangement. Before you enter into any 10b5-1 Plan, you must follow the procedures set forth in Appendix 3, including with respect to the Company’s Guidelines on Rule 10b5-1 Trading Plans.

 

 

 

 

 

APPENDIX 3

 

RULE 10B5-1 TRADING PLANS

 

General

 

Rule 10b5-1 under the U.S. Securities Exchange Act of 1934, as amended (the “Exchange Act”), can protect directors and officers of Willis Towers Watson Public Limited Company and its subsidiaries and affiliates (collectively, the “Company,” “we” or “us”) and other individuals from insider trading liability for transactions under a previously established contract, plan or instruction. This rule presents an opportunity for insiders to establish arrangements to purchase or sell our securities without the restrictions imposed by Blackout Periods – even when material nonpublic information exists. The arrangements may include blind trusts, other trusts, pre-scheduled stock option exercises and sales, pre-arranged trading instructions and other brokerage and third-party arrangements.

The rule only provides an “affirmative defense” (which must be proven) if there is an insider trading lawsuit. It does not prevent anyone from bringing a lawsuit, nor does it prevent the media from writing about the sales. Among other things, Rule 10b5-1 provides that to be eligible for the affirmative defense, the plan must be documented, bona fide, and previously established (at a time when the insider did not possess inside information) and must specify the price, amount and date of trades or provide a formula or mechanism to be followed.

 

Establishment of a Plan

 

In order to reduce the risk of litigation and adverse press, and to preserve our reputation, if you would like to adopt a Rule 10b5-1 trading plan, you must follow the procedures for the approval and adoption of such plan set forth in the Company’s Guidelines on Rule 10b5-1 Trading Plans, which is available on the intranet.

 

SEC Filings

 

Establishing a trading plan under Rule 10b5-1 is likely to implicate other laws, such as Section 16 of the Exchange Act and Rule 144 under the U.S. Securities Act of 1933, as amended.

Under Section 16, generally a report on Form 4 must be filed with the SEC by the second business day following the execution date of a transaction under a Rule 10b5-1 trading plan. A transaction under a Rule 10b5-1 trading plan could also be subject to short-swing profit recovery.

Additionally, sales of our securities under Rule 144 may require the filing of a Form 144 with the SEC, which must be properly tailored to address sales under such a plan. Therefore, if you establish such a plan, we will need to establish a procedure with whomever is handling your transactions to ensure:

 

•
timely Form 4 filings following the execution of a transaction (failure to file on time results in unwanted proxy statement disclosure of your filing violations);
•
compliance with Rule 144 (if applicable) at the time of any sale; and
•
cessation of any sales during applicable blackout periods.

 

* * *

 

As mentioned above, Rule 10b5-1 is an SEC rule that may be subject to interpretation. Although brokers, investment bankers and advisers may approach you suggesting a variety of arrangements, you should consult a Policy Compliance Officer as well as your own tax and legal advisers before establishing a trading plan under Rule 10b5-1.

Your notice to us is essential before establishing a Rule 10b5-1 trading plan. If you have any questions, please contact a Policy Compliance Officer.

 

 

Exhibit 19.2

Willis Towers Watson plc

Guidelines on Rule 10b5-1 Trading Plans

 

The following guidelines (the “Guidelines”) apply for any Rule 10b5-1 trading plan (a “Trading Plan”) relating to the securities of Willis Towers Watson plc (the “Company”).

 

The Company’s General Counsel and Corporate Secretary (referred to in this policy as the “Policy Compliance Officers”) will each interpret and administer these Guidelines. Trading Plans, and any amendments or terminations thereof, must comply with Rule 10b5- 1 (“Rule 10b5-1”) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), the Company’s Insider Trading Policy and other Company policies and should be consistent with these Guidelines. All references to a “Plan Participant” shall mean any individual that has entered into a Trading Plan. All references to Policy Compliance Officer shall mean a Policy Compliance Officer and such persons’ designee(s). The requirements set forth in these Guidelines for a new Trading Plan apply to amendments to a Trading Plan.

 

1.
Eligibility. Members of the Company’s Board of Directors, “officers” subject to Section 16 of the Exchange Act, and such other persons as approved by a Policy Compliance Officer are eligible to adopt a Trading Plan.

 

2.
Pre-Approval of Trading Plans and Amendments.

 

•
Prior written approval of a Policy Compliance Officer must be obtained prior to the adoption, amendment, or termination of a Trading Plan. Requests for approval must be made in writing on the form attached hereto as Exhibit A and must include the form of proposed plan or amendment. The Company will keep a record of each Trading Plan, amendment or termination thereof.

 

•
A Trading Plan or amendment must meet the requirements of Rule 10b5-1, as interpreted by a Policy Compliance Officer. A Policy Compliance Officer may reject a Trading Plan that, in the discretion of a Policy Compliance Officer, does not comply with the requirements of Rule 10b5-1 or with these Guidelines. In determining whether to approve a Trading Plan or amendment, a Policy Compliance Officer may take into consideration any relevant factors, including but not limited to (A) the number of shares to be sold during any given period in relation to (i) the number of shares of Company common shares outstanding, (ii) recent trading volume of the securities and (iii) the number of shares a Plan Participant holds, and (B) compliance with the Company’s Share Ownership Guidelines, as applicable.

 

•
The Plan Participant must deliver a fully executed copy of the Trading Plan to the Policy Compliance Officers at least five (5) business days of entering into or amending such plan.

 

 

 

3.
Approved Brokers. A Trading Plan may be entered into with any broker; provided, however, that the Company may require that only certain brokers be used for the purposes of administrative ease (“Approved Brokers”). The Policy Compliance Officers retain the list of Approved Brokers. The Policy Compliance Officers each have the discretion to deny a request to enter into a Trading Plan with a non-Approved Broker.

 

4.
Limitations.

 

•
No Material Non-Public Information; Blackout Periods. A Trading Plan must be adopted (and amendments may only be approved) (a) during an open trading window under the Company’s Insider Trading Policy, and (b) when the Plan Participant does not possess material nonpublic information about the Company and its securities (even if such information would be disclosed to the marketplace before the first trade under the plan).

 

•
Good Faith. A Trading Plan must be entered into (or amended) in good faith and not as part of a plan or scheme to evade the prohibitions of Rule 10b5-1, and the Plan Participant must act in good faith for the duration of the Trading Plan.

 

5.
Trading Plan Requirements.

 

•
Duration. A Trading Plan must be no longer than 12 months in duration after the effective date of such Plan.

 

•
Waiting Period.1 A Trading Plan should not allow for trades to be executed under the Trading Plan until the later of (i) 90 calendar days after the date of adoption of the Trading Plan or (ii) two business days following the filing of the Company’s Form 10-Q or Form 10-K, as applicable, relating to the fiscal quarter in which such Trading Plan was adopted, and in no event later than 120 calendar days after adoption of the Trading Plan.

 

•
Plan Specifications; Discretion Regarding Trades. A Trading Plan must either (a) specify the amount of securities to be purchased or sold and the price at which and date on which the securities are to be purchased or sold, or (b) specify or set an objective formula or algorithm for determining the amount of securities to be purchased or sold. A Trading Plan should specify the timing of trading or allow the broker to exercise discretion regarding timing of trading under the Trading Plan.

 

•
Timing Limitations. Trades should only be scheduled to occur pursuant to a Trading Plan during an expected trading window under the Company’s Insider Trading Policy, and during other appropriate periods as may be determined by any Policy Compliance Officer. The foregoing is only applicable for directors or officers subject to Section 16 of the Exchange Act, or otherwise designated by

1 The foregoing is subject to any more stringent provisions required by the Plan Participant’s broker.

 

 

any Policy Compliance Officer.

 

•
Mandatory Suspension. A Trading Plan must provide for suspension of trades under such plan, in whole or in part as appropriate, if legal, regulatory or contractual restrictions or suspensions are imposed on the Plan Participant, or if other events occur that would prohibit sales or purchases under such Trading Plan, as the case may be, such as a suspension, expiration, termination or unavailability of an applicable registration statement related to the Company, or by reason of a material transaction related to the Company’s securities, including a securities offering.

 

•
Broker Obligation to Provide Notice of Trades. A Trading Plan entered into by a person subject to Section 16 of the Exchange Act must provide that the broker will provide notice of any trades under the Trading Plan to the Plan Participant and the Company’s legal department in sufficient time to allow for the Plan Participant to make timely filings under the Exchange Act (i.e., no later than the close of business on the day of the trade).

 

•
Certification for Directors and Officers. Any Trading Plan for a director or officer of the Company must include a certification with the representations required by Rule 10b5-1(c)(1)(ii)(C).

 

6.
Amendments of a Trading Plan. The prior written permission of a Policy Compliance Officer is required in order to amend a Trading Plan. The Plan Participant must deliver a fully executed copy of the amended Trading Plan to the Policy Compliance Officers within five (5) business days of amending such plan. Any amendment to a Trading Plan that modifies the amount, price, or timing of the purchase or sale of securities will constitute a termination of the Trading Plan and the adoption of a new Trading Plan. Consequently, such amended Trading Plan must comply with all requirements set forth in these Guidelines, including the waiting period described in Section 5 above.

 

7.
Termination of a Trading Plan. A Trading Plan may be terminated at any time with prior written notice to and approval of the General Counsel. A Plan Participant that terminates a Trading Plan prior to its stated duration shall not trade in Company securities (including pursuant to a new Trading Plan) until the later of (i) the next trading window under the Company’s Insider Trading Policy, or (ii) 90 calendar days following such termination; provided, however, that any trades following such termination must comply with the Company’s Insider Trading Policy, including restrictions related to closed trading windows (as discussed therein). Any new Trading Plan shall be subject to the waiting period described in Section 5 above.

 

8.
Trades Outside a Trading Plan. A Plan Participant shall not trade in Company securities during the term of a Trading Plan except pursuant to the Trading Plan. For the avoidance of doubt and notwithstanding anything to the contrary in these Guidelines, the restrictions in these Guidelines shall not apply to transactions with the Company such as (i) shares withheld by or sold to the Company to satisfy tax

 

 

obligations in connection with the vesting of restricted shares or (ii) option exercises; provided that open market sales of shares underlying exercised options shall be treated as a sale outside of the Trading Plan, unless made pursuant to the Trading Plan.

 

9.
Single Trade Plans. The Plan Participant shall comply with the requirements of Rule 10b5-1(c)(1)(ii)(E) relating to single trade plans.

 

10.
Multiple or Overlapping Trading Plans. Multiple or overlapping Trading Plans are prohibited, subject to certain exceptions. A Trading Plan providing for an eligible sell-to-cover transaction, which authorizes a sale by a broker of only such securities necessary to satisfy tax withholding obligations arising from the vesting of a compensatory award, shall not be considered an outstanding or additional Trading Plan under Rule 10b5-1. Additionally, a Plan Participant may adopt a new Trading Plan to replace a Trading Plan before the scheduled termination date of such existing Trading Plan so long as the first scheduled trade under the new Trading Plan does not occur prior to the last scheduled trade(s) of the existing Trading Plan and otherwise complies with these Guidelines and conditions under Rule 10b5-1.2

 

11.
No Hedging. As described in the Company’s Insider Trading Policy, individuals subject to the policy are prohibited from entering into hedging or monetization transactions, or similar transactions designed to decrease the risks associated with holding Company securities. Further to this end, a Plan Participant adopting a Trading Plan may not have entered into or altered a corresponding or hedging transaction or position with respect to the securities subject to the Trading Plan and must agree not to enter into any such transaction while the Trading Plan is in effect.

 

12.
Form 4 Filings. Form 4 filings will indicate that the reported transaction(s) was made pursuant to a Trading Plan.

 

13.
Trading Plans for Gifts. Trading Plans for gifts of Company securities will be on such conditions as determined by the Policy Compliance Officers.

 

14.
Interpretation of Policy. The Policy Compliance Officers will each interpret and administer this Policy. Under appropriate circumstances, this Policy may be waived or modified, but only with the prior written approval of a Policy Compliance Officer.

 

15.
Additional Plan Provisions. The requirements set forth in this Policy are not exhaustive or limiting on the Company.

2 The foregoing is subject to any more stringent provisions required by the Plan Participant’s broker.

 

 

Annex A

 

Willis Towers Watson plc

Request Relating to Rule 10b5-1 Trading Plan

 

This Form must be submitted to the Policy Compliance Officers and authorized before any Rule 10b5-1 Plan is adopted, amended, or terminated.

 

1.
I hereby apply for clearance for the following (check one):

 

☐ Adoption of a Trading Plan

 

☐ Amendment of a Trading Plan

 

☐ Termination of a Trading Plan

 

2.
Attached is a copy of the proposed Trading Plan (or, as applicable, proposed documentation relating to the amendment or termination) that is complete except for omitting the date on which the plan is to be entered into, amended, or terminated, signatures of the parties, and the following information (insert nature of omitted information): ____________________________________________________.

 

Note: The proposed Trading Plan or amendment submitted with this request must not omit any trade instruction details.

 

3.
Proposed date of adoption, amendment, or termination: _____________.

 

4.
Broker-Dealer/Investment Professional Responsible For Executing Transactions Pursuant to Trading Plan (including contact information): _____________________.

 

5.
I agree that I if I receive clearance, I will make no changes to the proposed Trading Plan (or, as applicable, proposed documentation relating to the amendment of a plan) except for including the omitted information identified in #2 above or other ministerial modifications.

 

6.
I agree that if I receive clearance, I will send a complete copy of the signed Trading Plan (or, if applicable, documentation relating to amendment or termination) to the Policy Compliance Officers within one (1) business day after it has been signed by the parties thereto.

 

7.
If I am a Section 16 officer or director of the Company, I agree that that I will notify the Policy Compliance Officers of any trades executed under a Trading Plan on the day that such trade occurs or within one (1) day thereof.

 

 

I certify that this request and any trading in securities contemplated by the Trading Plan shall comply fully with the Willis Towers Watson plc Insider Trading Policy and the Rule 10b5-1 Trading Plans Policy. I further certify that I will enter into the Trading Plan or amendment thereto, as the case may be, when I am not in possession of material non-public information about Willis Towers Watson plc or its securities and that I will enter into the Trading Plan or amendment in good faith, and will act in good faith for the duration of the Trading Plan, and not as a part of a plan or scheme to evade prohibitions against insider trading.

 

I further consent to the use by Willis Towers Watson plc in filings with the SEC and other disclosures that may need to be made by Willis Towers Watson plc, of the information contained in my Trading Plan and my answers herein.

 

 

 

 

 

 

Date:_________________

 

________________________

Name

 

 

 

________________________

Signature

 

 

 

 

 

Exhibit 19.3

WILLIS TOWERS WATSON PUBLIC LIMITED COMPANY

Share Repurchase Policy

December 2024

This purpose of this policy (the “Policy”) is to help Willis Towers Watson Public Limited Company and its subsidiaries and affiliates (collectively, the “Company,” “WTW,” “we” or “us”) comply with U.S. securities laws, rules and regulations concerning insider trading matters with respect to the Company’s open market repurchase of the Company’s securities, including any form of stock, debt or other security, previously issued by the Company or any of its affiliates (“Company Securities”). Transactions in Company Securities by our directors, officers and employees are subject to the WTW Insider Trading Policy.

The board of directors of the Company (the “Board”) may from time to time authorize the Company to repurchase Company Securities under such terms and conditions that the Board may determine (a “Repurchase Authorization”). Subject to the terms and conditions of a Repurchase Authorization, the Company’s Chief Financial Officer (the “CFO”) or the CFO’s delegate approves the execution of specific repurchases of Company Securities in consultation with, and subject to prior clearance from, the General Counsel. Further, the timing, magnitude and volume of individual repurchase contracts effecting a Repurchase Authorization, as well as the brokers utilized to execute share repurchase contracts, are at the discretion of management and must be in compliance with all applicable laws.

In general, repurchases of Company Securities pursuant to a Repurchase Authorization should be effected (a) when the Company is not aware of material non-public information about the Company or Company Securities, (b) pursuant to a contract, instruction, or plan that satisfies the requirements of Rule 10b5-1(c) under the Securities Exchange Act of 1934, as amended, or (c) otherwise in compliance with applicable law. As a matter of Irish law, the Company may generally only repurchase or otherwise redeem its ordinary shares (a) out of the distributable reserves of the Company (determined on an entity only basis), and (b) where the amount of the Company's net assets is not less than the aggregate of the Company's called-up share capital and its undistributable reserves (also determined on an entity only basis) and if, and to the extent that, the repurchase does not reduce the amount of those assets to less than that aggregate.

Any amendments to this Policy must be approved by the General Counsel.

 

 

 

Exhibit 21.1

The following were the subsidiaries of the Company as of December 31, 2024. Certain subsidiaries are not listed as these omitted subsidiaries individually and in the aggregate do not constitute a significant subsidiary.

 

Company Name

Country of Incorporation / Organization

Gras Savoye Algerie Services

Algeria

Asifina S.A.

Argentina

WFD Consultores S.A.

Argentina

Willis Towers Watson Argentina S.A.

Argentina

Willis Towers Watson Consultores S.A.

Argentina

Willis Towers Watson Corredores de Reaseguros S.A.

Argentina

Aerosure Asia Pacific Pty Ltd

 

Australia

CKA Risk Solutions Pty Ltd

Australia

Cortex Global Risk Australia Pty Limited

 

Australia

Cortex Global Risk Pty Limited

 

Australia

Richard Oliver Underwriting Managers Pty Ltd

Australia

Risk Capital Advisors Australia Pty Limited

 

Australia

Risk Capital Advisors Pty Limited

 

Australia

Towers Watson Australia Pty Ltd

Australia

Towers Watson Superannuation Pty Ltd

Australia

Trinity Processing Services (Australia) Pty Ltd

Australia

Willis Australia Group Services Pty Ltd

Australia

Willis Australia Limited

Australia

Willis Employee Benefits Pty Ltd

Australia

Willis Towers Watson Australia Holdings Limited

Australia

Wycomp Pty Ltd

Australia

Willis Towers Watson Austria GmbH

 

Austria

Unity Willis Towers Watson Corp.

 

Bahamas

Willis Towers Watson Consulting

Belgium

Willis Towers Watson SA/NV

Belgium

MERIDIAN INSURANCE COMPANY LIMITED

Bermuda

PPH Limited

Bermuda

RePlace Holding LLC

Bermuda

Towers Watson (Bermuda) Ltd.

Bermuda

Willis (Bermuda) Limited

Bermuda

Willis Investment Holding (Bermuda) Limited

Bermuda

Willis Towers Watson Caribbean Treasury Center (Bermuda) Ltd.

 

Bermuda

Willis Towers Watson Finance (Bermuda) Ltd.

 

Bermuda

Willis Towers Watson Management (Bermuda) Limited

Bermuda

WTW Bermuda Holdings Ltd.

Bermuda

WTW Treasury (Bermuda) Ltd.

 

Bermuda

WTW Treasury (Bermuda) 2 Ltd.

 

Bermuda

Sertec Servicos Tecnicos de Inspecao, Levantamentos e Avaliacoes Ltda.

Brazil

Towers Watson Consultoria Ltda.

Brazil

WFB Partipacoes Ltda.

Brazil

Willis Affinity Corretores de Seguros Ltda.

Brazil

Willis Corretora de Resseguros Ltda.

Brazil

Willis Corretores de Seguros Ltda.

Brazil

York Vale Corretora e Administradora de Seguros Limitada

Brazil

Gras Savoye (Cambodia) Insurance Broker Plc

Cambodia

Willis Towers Watson Cameroun SA

Cameroon

Towers Watson Canada Inc.

Canada

Willis Canada Inc.

Canada

Willis Holding Company of Canada Inc.

Canada

WTW Investment Management Canada Limited

 

Canada

Willis Towers Watson Management (Cayman) Limited

Cayman Islands

Willis Chile Limitada

Chile

Willis Towers Watson Consultores S.A.

 

Chile

Willis Towers Watson Corredores de Reaseguros Limitada

Chile

Willis Towers Watson S.A. Corredores de Seguros

Chile

Towers Watson Consulting (Shanghai) Limited

China

Towers Watson Management Consulting (Shenzhen) Co., Ltd.

China

Willis (Shanghai) Business Consulting Co., Ltd.

China

Willis Insurance Brokers Co. Ltd.

China

Willis Towers Watson Colombia Corredores de Reaseguros S.A.

Colombia

Willis Towers Watson Colombia Corredores de Seguros S.A.

Colombia

Willis Towers Watson Consultores Colombia S.A.S.

Colombia

Willis Towers Watson Congo SA

Congo

WTW Corredores de Seguros Costa Rica S.A.

 

Costa Rica

Willis Towers Watson Cote d’Ivoire SA

 

Cote d’Ivoire

Willis Towers Watson d.o.o.

Croatia

Willis Towers Watson Insurance Broking (Czech Republic) s.r.o.

Czech Republic

Willis Towers Watson s.r.o.

Czech Republic

WIA I/S

Denmark

Willis Towers Watson A/S

Denmark

Willis Towers Watson Consultancy Services I/S

Denmark

Willis Towers Watson I/S

Denmark

WTW ApS

 

Denmark

Willis Towers Watson Egypt SAE

Egypt

Willis Towers Watson Re Egypt SAE

Egypt

Willis Towers Watson Risk Solutions Egypt SAE

Egypt

WTW Corredores de Seguros El Salvador, S.A. de C.V.

 

El Salvador

Willis Towers Watson Oy Ab

Finland

Willis/GS France

 

France

Willis Towers Watson France

 

France

Willis Towers Watson SAS

 

France

WTW Underwriting Solutions France

 

France

Willis Towers Watson Tahiti

 

French Polynesia

Gras Savoye Gabon SA

 

Gabon

Willis Towers Watson Assekuranzdienste GmbH

 

Germany

Willis Towers Watson GmbH

 

Germany

Willis Towers Watson Holding GmbH

 

Germany

Willis Towers Watson Investments GmbH

 

Germany

Willis Towers Watson Versicherungsmakler GmbH

 

Germany

Willis Towers Watson Versicherungsservice GmbH

 

Germany

Willis Towers Watson Vorsorge Trust GmbH

 

Germany

WTW Pensionsfonds AG

 

Germany

WV Versicherungsmakler GmbH

 

Germany

Zeitinvest-Service GmbH

 

Germany

Willis Towers Watson Ghana Ltd

 

Ghana

Willis Towers Watson Management (Gibraltar) Limited

 

Gibraltar

Willis Towers Watson Greece Insurance Agents Single Member S.A.

 

Greece

Willis Towers Watson Greece Insurance Brokers S.A.

 

Greece

Willis Towers Watson Kendriki Greece Insurance Works S.A.

 

Greece

Promotores Unity - Corredores de Seguros, Sociedad Anonima

 

Guatemala

Lime Street Insurance Guernsey PCC Limited

 

Guernsey

Willis Towers Watson Guernsey ICC Limited

 

Guernsey

Willis Towers Watson Holdings (Guernsey) Limited

 

Guernsey

Willis Towers Watson Management (Guernsey) Limited

 

Guernsey

WTW Treasury (Guernsey) 2 Limited

 

Guernsey

WTW Corredores de Seguros Honduras

 

Honduras

Towers Watson Hong Kong Limited

 

Hong Kong

Towers Watson Investment Services Hong Kong Limited

 

Hong Kong

Willis Hong Kong Limited

 

Hong Kong

Willis Management (HK) Pty Limited

 

Hong Kong

Willis Towers Watson Holdings (Hungary) Kft. ‘S.t.w’

 

Hungary

Willis Towers Watson Magyarorszag Biztositasi Alkusz es Tanacsado Kft

 

Hungary

Acclaris Business Solutions Private Limited

 

India

Ternary Risk Consultancy and Management Private Limited

 

India

Willis Consulting Services Private Limited

 

India

Willis Towers Watson India Insurance Brokers Private Limited

 

India

Willis Towers Watson India Private Limited

 

India

WTW Global Delivery and Solutions India Private Limited

 

India

PT Towers Watson Indonesia

 

Indonesia

PT Willis Reinsurance Brokers Indonesia

 

Indonesia

PT Willis Towers Watson Insurance Broker Indonesia

 

Indonesia

LifeSight Ireland Trustees DAC

 

Ireland

Towers Watson Investment Management (Ireland) Limited

 

Ireland

Trustee Principles Limited

 

Ireland

Willis GS Ireland Unlimited Company

 

Ireland

Willis Human Capital & Benefits Ireland Limited

 

Ireland

Willis Towers Watson (Ireland) Limited

 

Ireland

Willis Towers Watson Holdings (Ireland) Limited

 

Ireland

Willis Towers Watson Insurances (Ireland) Limited

 

Ireland

Willis Towers Watson Life and Pensions Limited

 

Ireland

Willis Towers Watson Management (Dublin) Limited

 

Ireland

Willis Towers Watson Sub Holdings Unlimited Company

 

Ireland

Willis Towers Watson Trade Credit and Surety Limited

 

Ireland

WTW Appaloosa Limited

 

Ireland

Willis Towers Watson Administration (Isle of Man) Limited

 

Isle of Man

Willis Towers Watson Management (Isle of Man) Limited

 

Isle of Man

Willis Towers Watson Israel Insurance Brokers Ltd

 

Israel

AIMUW S.p.A.

 

Italy

Towers Watson Italia Srl

 

Italy

Willconsulting Srl

 

Italy

Willis Italia S.p.A

 

Italy

Towers Watson Investment Services K.K.

 

Japan

Towers Watson KK

 

Japan

Willis Japan Holdings K.K.

 

Japan

Willis Japan Services K.K.

 

Japan

WTW Broker Japan Co., Ltd.

 

Japan

WTW (Jersey) Limited

 

Jersey

Willis Towers Watson (Kazakhstan) Insurance Broker LLP

 

Kazakhstan

Willis Towers Watson Consulting Korea Limited

 

Korea, Republic of

Willis Towers Watson Insurance Korea Limited

 

Korea, Republic of

Willis Towers Watson Investments Korea Limited

 

Korea, Republic of

Gras Savoye Middle East S.A.L Courtier d’Assurances

 

Lebanon

Watson Wyatt Luxembourg S.à.r.l.

 

Luxembourg

Willis Towers Watson Luxembourg S.A.

 

Luxembourg

Willis Towers Watson Management (Luxembourg)

 

Luxembourg

Towers Watson (Malaysia) Sdn Bhd

 

Malaysia

Willis Risk Management (Malaysia) Sdn. Bhd.

 

Malaysia

Willis Towers Watson Management (Labuan) Limited

 

Malaysia

Lime Street Insurance PCC Limited

 

Malta

Willis Towers Watson Management (Malta) Limited

 

Malta

Willis Towers Watson Services (Malta) Limited

 

Malta

Willis Towers Watson (Mauritius) Ltd

 

Mauritius

Carsa Consultores, Agente de Seguros y de Fianzas, S.A. de C.V.

 

Mexico

Willis Mexico, Intermediario de Reaseguro, S.A. de C.V.

 

Mexico

Willis Towers Watson Consultores Mexico, S. de R.L. de C.V.

 

Mexico

Willis Towers Watson Servicios S. DE R.L. DE C.V.

 

Mexico

Willis, Agente de Seguros y de Fianzas, S.A. de C.V.

 

Mexico

Towers Watson Netherlands B.V.

 

Netherlands

Willis B.V.

 

Netherlands

Willis Europe B.V.

 

Netherlands/U.K.

Willis Nederland B.V.

 

Netherlands

Willis Netherlands Holdings B.V.

 

Netherlands/U.K.

WTW Global Treasury Company B.V.

 

Netherlands

Willis Towers Watson Nouvelle-Calédonie

 

New Caledonia

Willis New Zealand Limited

 

New Zealand

Invercasa Correduria De Seguros, S.A.

 

Nicaragua

Willis Towers Watson Nigeria Limited

 

Nigeria

Willis Forsikringspartner AS

 

Norway

Willis Towers Watson AS

 

Norway

Unity Willis Towers Watson Panama Services, S.A.

 

Panama

WTW Administrador de Corredores de Seguros de Panama S.A.

 

Panama

WTW Corredores de Seguros Panama, S.A.

 

Panama

Willis Corredores de Reaseguros S.A.

 

Peru

Willis Corredores de Seguros S.A.

 

Peru

WTW Perú Consultores y Comercializadores S.A.C.

 

Peru

Willis Towers Watson Global Business Services, Inc.

 

Philippines

Willis Towers Watson Philippines, Inc.

 

Philippines

WTW Insurance and Reinsurance Brokers Philippines, Inc.

 

Philippines

WTW Manila Global Delivery Center Ltd. Company

 

Philippines

Willis Towers Watson Polska Sp. z o.o.

 

Poland

WTW Consulting Sp. z o.o.

 

Poland

WTW Services Sp. z o.o.

 

Poland

Towers Watson (Portugal) Unipessoal, Limitada

 

Portugal

Willis - Corretores de Seguros, S.A.

 

Portugal

Willis Towers Watson NSA Portugal SA

 

Portugal

Willis Towers Watson Puerto Rico Insurance Brokerage Inc.

 

Puerto Rico

WTW QFC LLC

 

Qatar

Willis Towers Watson Consulting Romania Srl

 

Romania

Willis Towers Watson Romania-Broker de asigurare-reasigurare S.R.L.

 

Romania

Towers Watson Saudi Arabia LLC

 

Saudi Arabia

Willis International Limited Regional Headquarters LLC

 

Saudi Arabia

WTW Insurance Brokerage Company LLC

 

Saudi Arabia

WTW Reinsurance Brokerage Company LLC

 

Saudi Arabia

Willis Towers Watson Consulting Senegal SA

 

Senegal

Willis Towers Watson Senegal SA

 

Senegal

Drustvo za posredovanje u osiguranju WILLIS TOWERS WATSON DOO BEOGRAD

 

Serbia

Willis Towers Watson Brokers (Singapore) Pte. Ltd.

 

Singapore

Willis Towers Watson Consulting (Singapore) Pte. Ltd.

 

Singapore

Willis Towers Watson Health & Benefits (SG) Pte. Ltd.

 

Singapore

Willis Towers Watson Management (Singapore) Pte. Limited

 

Singapore

Actuary Online (Pty) Ltd

 

South Africa

Mutual Risk Advisory Services (Pty) Ltd

 

South Africa

Retirement Online (Pty) Limited

 

South Africa

Risk Capital Advisors Africa (Pty) Ltd

 

South Africa

Towers Watson (Pty) Ltd

 

South Africa

Towers Watson South Africa Holdings (Pty) Limited

 

South Africa

Willis South Africa (Pty) Limited

 

South Africa

CHANCE UNDERWRITING, S.L.

 

Spain

Towers Watson de Espana SA

 

Spain

Willis Affinity Agencia de Seguros Vinculada, S.L.

 

Spain

Willis Consulting S.L.

 

Spain

Willis Iberia Correduria de Seguros y Reaseguros SAU

 

Spain

Willis Towers Watson Services, S.L.

 

Spain

Willis Towers Watson Consulting AB

 

Sweden

Willis Towers Watson Holding AB

 

Sweden

Willis Towers Watson Sweden AB

 

Sweden

Willis Towers Watson Holdings (Switzerland) GmbH

 

Switzerland

WTW AG

 

Switzerland

Willis Towers Watson Taiwan Limited

 

Taiwan

Towers Watson (Thailand) Limited

 

Thailand

Willis Towers Watson Danismanlik Limited Şirketi

 

Turkey

Willis Towers Watson Sigorta ve Reasürans Brokerliği Anonim Şirketi

 

Turkey

Willis Towers Watson Uganda Insurance Brokers Limited

 

Uganda

Gras Savoye Ukraine, Limited Liability Company

 

Ukraine

Willis Insurance Brokers LLC

 

Ukraine

Towers Watson Middle East FZ-LLC

 

United Arab Emirates

Acappella Transactional Real Estate Limited

United Kingdom

Acclimatise Group Ltd

 

United Kingdom

Corporate Medical Management Limited

United Kingdom

EMB Management Holdings Limited

United Kingdom

Faber Global Limited

United Kingdom

Friars Street Trustees Limited

United Kingdom

G360 UND LIMITED

United Kingdom

PMI HEALTH GROUP LIMITED

United Kingdom

PMIHG HOLDINGS LIMITED

United Kingdom

Private Medicine Intermediaries Limited

United Kingdom

Sovereign Marine & General Insurance Company Limited (In Scheme of Arrangement)

 

United Kingdom

Special Contingency Risks Limited

United Kingdom

TA I Limited

United Kingdom

The Wyatt Company (UK) Limited

United Kingdom

The Wyatt Company Holdings Limited

United Kingdom

Towers Perrin (UK) Trustee Company Limited

United Kingdom

Towers Perrin Europe Limited

United Kingdom

Towers Perrin UK Holdings Limited

United Kingdom

Towers Watson Global 2 Limited

United Kingdom

Towers Watson Global 3 Limited

United Kingdom

Towers Watson Global Holdings Limited

United Kingdom

Towers Watson Global Limited

United Kingdom

Towers Watson Investment Management Limited

United Kingdom

Towers Watson Limited

United Kingdom

Towers Watson Pension Scheme Trustees Limited

United Kingdom

Towers Watson Software Limited

United Kingdom

Towers Watson UK Limited

United Kingdom

Trinity Acquisition Plc

United Kingdom

Trinity Processing Services Limited

United Kingdom

TXW Limited

United Kingdom

Watson Wyatt (UK) Acquisitions 1 Limited

United Kingdom

Watson Wyatt (UK) Acquisitions 2 Limited

United Kingdom

Watson Wyatt European Investment Holdings Limited

United Kingdom

Watson Wyatt European Region Limited

United Kingdom

Watson Wyatt Holdings (Europe) Limited

United Kingdom

Watson Wyatt Holdings Limited

 

United Kingdom

Watson Wyatt Insurance & Financial Services Consulting Holdings Limited

 

United Kingdom

Watson Wyatt International Limited

 

United Kingdom

Willis Corporate Director Services Limited

United Kingdom

Willis Corroon (FR) Limited

United Kingdom

Willis Corroon Financial Planning Limited

United Kingdom

Willis Corroon Licensing Limited

United Kingdom

Willis Corroon Nominees Limited

United Kingdom

Willis Employee Benefits Limited

United Kingdom

Willis Faber Limited

United Kingdom

Willis Faber Underwriting Agencies Limited

United Kingdom

Willis Faber Underwriting Services Limited

United Kingdom

Willis Group Limited

United Kingdom

Willis Group Medical Trust Limited

United Kingdom

Willis Group Services Limited

United Kingdom

WILLIS GS UK HOLDINGS LIMITED

United Kingdom

WILLIS GS UK LIMITED

United Kingdom

Willis International Limited

United Kingdom

Willis Investment UK Holdings Limited

United Kingdom

Willis Japan Limited

United Kingdom

Willis Limited

United Kingdom

Willis Overseas Investments Limited

United Kingdom

Willis Pension Trustees Limited

United Kingdom

Willis PMI Group Limited

United Kingdom

Willis Structured Financial Solutions Limited

United Kingdom

Willis Towers Watson Assessment Limited

 

United Kingdom

WILLIS TOWERS WATSON FRANCE HOLDINGS LIMITED

United Kingdom

WILLIS TOWERS WATSON UK HOLDINGS 2 LIMITED

 

United Kingdom

WILLIS TOWERS WATSON UK HOLDINGS LIMITED

United Kingdom

WILLIS TOWERS WATSON UK HOLOCENE LIMITED

United Kingdom

WTW LUZON HOLDINGS LIMITED

 

United Kingdom

WTW Sabah Apex Holdings Limited

 

United Kingdom

Acclaris Holdings, Inc.

United States – Delaware

Acclaris, Inc.

United States – Delaware

Acclimatise North America Inc.

 

United States – New York

Encore Insurance PCC, Limited

 

United States – Vermont

Extend Health, LLC

United States – Delaware

Extend Insurance Services LLC

United States – Vermont

Liazon Corporation

United States – Delaware

Neuron DTS US, LLC

 

United States – Virginia

Premium Funding Associates, Inc.

United States – Connecticut

Professional Consultants Insurance Company, Inc.

United States – Vermont

Safe Rock Insurance Company

 

United States – Vermont

Special Contingency Risks Inc.

United States – Delaware

Towers Perrin Capital Corp.

United States – Delaware

Towers Watson Delaware Holdings LLC

United States – Delaware

Towers Watson Investment Services, Inc.

United States – Delaware

Towers Watson Latin America Holdings LLC

United States – Delaware

Towers Watson Middle East Holdings LLC

United States – Delaware

Towers Watson Retiree Insurance Services, Inc.

United States – Delaware

Verita CSG, Inc.

 

United States – New Hampshire

Watson Wyatt International, Inc.

 

United States – Nevada

Willis Administrative Services Corporation

 

United States – Tennessee

Willis Americas Administration, Inc.

 

United States – Tennessee

Willis HRH, Inc.

 

United States – Virginia

Willis NA Inc.

 

United States – Delaware

Willis North America Inc.

 

United States – Delaware

Willis of New Jersey, Inc.

 

United States – New Jersey

Willis Personal Lines, LLC

 

United States – Delaware

Willis Processing Services, Inc.

 

United States – New York

Willis Programs of Connecticut, Inc.

 

United States – Connecticut

Willis Towers Watson Analytical Insurance Services Inc.

 

United States – Delaware

Willis Towers Watson CAC, Inc.

 

United States – Florida

Willis Towers Watson Insurance Services West, Inc.

 

United States – California

Willis Towers Watson Management (Vermont), Ltd.

 

United States – Vermont

Willis Towers Watson Midwest, Inc.

 

United States – Ohio

Willis Towers Watson Northeast, Inc.

 

United States – New York

Willis Towers Watson Risk Purchasing Group, Inc.

 

United States – Delaware

Willis Towers Watson Securities, LLC

 

United States – Delaware

Willis Towers Watson Southeast, Inc.

 

United States – Tennessee

Willis Towers Watson Special Risk, LLC

 

United States – Delaware

Willis Towers Watson US LLC

 

United States – Delaware

Willis US Holding Company, LLC

 

United States – Delaware

WTW Delaware Holdings LLC

 

United States – Delaware

WTW Philippines Holdings LLC

 

United States – Delaware

WTW Service Center Holdings LLC

 

United States – Delaware

Willis Towers Watson Uruguay S.A.

 

Uruguay

Administradora de Riesgos Parsalud, S.A.

 

Venezuela, Bolivarian Republic of

Rontarca Willis, C.A. Sociedad de corretaje de seguros

 

Venezuela, Bolivarian Republic of

Willis Corretaje de Reaseguros S.A.

 

Venezuela, Bolivarian Republic of

Willis Towers Watson Consultores C.A.

 

Venezuela, Bolivarian Republic of

Willis Towers Watson Vietnam Insurance Broker

 

Vietnam

Unity Group Holdings, Corp.

 

Virgin Islands, British

 

 

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

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 Investment UK Holdings Limited

United Kingdom

Guarantor

Guarantor

Willis Group Limited

United Kingdom

Guarantor

Guarantor

Willis Towers Watson Sub Holdings Unlimited Company

Ireland

Guarantor

Guarantor

 

 

Exhibit 23.1

 

CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

 

 

We consent to the incorporation by reference in Registration Statement No. 333-263086 on Form S-3 and in Registration Statement Nos. 333-265478, 333-211967, 333-208876, 333-197706, 333-62780, 333-63186, 333-130605, 333-153202, 333-153770, 333-169961 and 333-181150 on Forms S-8 of our reports dated February 25, 2025, relating to the financial statements of Willis Towers Watson Public Limited Company and the effectiveness of Willis Towers Watson Public Limited Company's internal control over financial reporting appearing in this Annual Report on Form 10-K for the year ended December 31, 2024.

 

 

/s/ Deloitte & Touche LLP

Philadelphia, PA

February 25, 2025

 

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:

1. I have reviewed this annual report on Form 10-K for the year ended December 31, 2024 of Willis Towers Watson Public Limited Company;

2. 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;

3. 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;

4. 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

5. 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: February 25, 2025

 

By:

/s/ Carl A. Hess

Carl A. Hess

Chief Executive Officer

 

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:

1. I have reviewed this annual report on Form 10-K for the year ended December 31, 2024 of Willis Towers Watson Public Limited Company;

2. 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;

3. 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;

4. 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

5. 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: February 25, 2025

 

By:

/s/ Andrew J. Krasner

Andrew J. Krasner

Chief Financial Officer

 

Exhibit 32.1

CERTIFICATION OF THE CHIEF EXECUTIVE OFFICER

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

AS ADOPTED PURSUANT TO

SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

Pursuant to the requirement 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), Carl A. Hess, Chief Executive Officer of Willis Towers Watson Public Limited Company (the ‘Company’) hereby certifies that, to the best of his knowledge:

 

(1) The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and

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

Date: February 25, 2025

 

By:

/s/ Carl A. Hess

Carl A. Hess

Chief Executive Officer

 

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

Exhibit 32.2

CERTIFICATION OF THE CHIEF EXECUTIVE OFFICER

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

AS ADOPTED PURSUANT TO

SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

Pursuant to the requirement 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), Andrew J. Krasner, Chief Financial Officer of Willis Towers Watson Public Limited Company (the ‘Company’) hereby certifies that, to the best of his knowledge:

(1) The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and

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

Date: February 25, 2025

 

By:

/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 Willis Towers Watson plc and will be retained by Willis Towers Watson plc and furnished to the Securities and Exchange Commission or its staff upon request.