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WILLIS TOWERS WATSON PLC

For the period ended Mar 31, 2024. Filed Apr 25, 2024.

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A company's report for each of its first three quarters. The financial statements are not audited. It shows how the business has moved since the last annual report, and what management says changed.

Mar 31, 2024 · Filed Apr 25, 2024

WTW$327.01-0.6%Stored close · as of Nov 9, 2026

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

(Mark One)

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

For the quarterly period ended March 31,2024

OR

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

For the transition period from to ___________

Commission File Number:001-16503

(Exact name of registrant as specified in its charter)

Ireland(Jurisdiction ofincorporation or organization)98-0352587(I.R.S. EmployerIdentification No.)
c/o Willis Group Limited51 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 classTradingSymbol(s)Name of each exchange on which registered
Ordinary Shares, nominal value $0.000304635 per shareWTWNASDAQ Global Select Market

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

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

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

Large accelerated filerAccelerated filerNon-accelerated filerSmaller reporting company☐
Emerging growth company☐

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

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

As of April 22, 2024, there were outstanding 102,235,963 ordinary shares, nominal value $0.000304635 per share, of the registrant.

INDEX TO FORM 10-Q

For the Three Months Ended March 31, 2024

Page
Certain Definitions3
Disclaimer Regarding Forward-looking Statements4
PART I. FINANCIAL INFORMATION7
Item 1. Financial Statements (Unaudited)7
Condensed Consolidated Statements of Comprehensive Income - Three Months Ended March 31, 2024 and 20237
Condensed Consolidated Balance Sheets - March 31, 2024 and December 31, 20238
Condensed Consolidated Statements of Cash Flows - Three Months Ended March 31, 2024 and 20239
Condensed Consolidated Statements of Changes in Equity - Three Months Ended March 31, 2024 and 202310
Notes to the Condensed Consolidated Financial Statements11
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations27
Item 3. Quantitative and Qualitative Disclosures About Market Risk42
Item 4. Controls and Procedures42
PART II. OTHER INFORMATION43
Item 1. Legal Proceedings43
Item 1A. Risk Factors43
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds44
Item 3. Defaults Upon Senior Securities44
Item 4. Mine Safety Disclosures44
Item 5. Other Information44
Item 6. Exhibits45
Signatures46
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