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WILLIS TOWERS WATSON PLC

For the period ended Mar 31, 2025. Filed Apr 24, 2025.

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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, 2025 · Filed Apr 24, 2025

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 31,2025

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 21, 2025, there were outstanding 99,149,791 ordinary shares, nominal value $0.000304635 per share, of the registrant.

INDEX TO FORM 10-Q

For the Three Months Ended March 31, 2025

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, 2025 and 20247
Condensed Consolidated Balance Sheets - March 31, 2025 and December 31, 20248
Condensed Consolidated Statements of Cash Flows - Three Months Ended March 31, 2025 and 20249
Condensed Consolidated Statements of Changes in Equity - Three Months Ended March 31, 2025 and 202410
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 Risk44
Item 4. Controls and Procedures44
PART II. OTHER INFORMATION46
Item 1. Legal Proceedings46
Item 1A. Risk Factors46
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds46
Item 3. Defaults Upon Senior Securities46
Item 4. Mine Safety Disclosures46
Item 5. Other Information47
Item 6. Exhibits48
Signatures49
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