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WILLIS TOWERS WATSON PLC

For the period ended Jun 30, 2024. Filed Jul 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.

Jun 30, 2024 · Filed Jul 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 June 30,2024

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

INDEX TO FORM 10-Q

For the Three and Six Months Ended June 30, 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 and Six Months Ended June 30, 2024 and 20237
Condensed Consolidated Balance Sheets - June 30, 2024 and December 31, 20238
Condensed Consolidated Statements of Cash Flows - Six Months Ended June 30, 2024 and 20239
Condensed Consolidated Statements of Changes in Equity - Three and Six Months Ended June 30, 2024 and 202310
Notes to the Condensed Consolidated Financial Statements12
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations30
Item 3. Quantitative and Qualitative Disclosures About Market Risk48
Item 4. Controls and Procedures48
PART II. OTHER INFORMATION49
Item 1. Legal Proceedings49
Item 1A. Risk Factors49
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds50
Item 3. Defaults Upon Senior Securities50
Item 4. Mine Safety Disclosures50
Item 5. Other Information50
Item 6. Exhibits51
Signatures52
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