WILLIS TOWERS WATSON PLC

(Tabular amounts 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 48,100 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 expertise (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 advisory services, technology and solutions that help them anticipate, identify and capitalize on emerging opportunities in human capital management, and by offering 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 are not an insurance company, and therefore we do not underwrite insurable risks for our own account. We help sharpen strategies, enhance organizational resilience, motivate workforces and maximize performance to uncover opportunities for sustainable success.

Note 2 — Basis of Presentation and Recent Accounting Pronouncements

Basis of Presentation

The accompanying unaudited quarterly condensed consolidated financial statements of WTW and our subsidiaries are presented in accordance with the rules and regulations of the SEC for quarterly reports on Form 10-Q and therefore certain footnote disclosures have been condensed or omitted from these financial statements as they are not required for interim reporting under U.S. GAAP. In the opinion of management, these condensed consolidated financial statements reflect all adjustments, consisting of normal recurring adjustments, which are necessary for a fair presentation of the condensed consolidated financial statements and results for the interim periods. Certain prior-period amounts have been reclassified to conform to the current-period presentation. All intercompany accounts and transactions have been eliminated in consolidation. The condensed consolidated financial statements should be read together with the Company’s Annual Report on Form 10-K, filed with the SEC on February 25, 2026, and may be accessed via EDGAR on the SEC’s web site at www.sec.gov.

The results of operations for the three and nine months ended September 30, 2026 are not necessarily indicative of the results that can be expected for the entire year. The Company experiences seasonal fluctuations of its revenue. Revenue is typically higher during the Company’s first and fourth quarters due primarily to the timing of broking-related activities. The results reflect certain estimates and assumptions made by management, including those estimates used in calculating acquisition consideration and fair value of tangible and intangible assets and acquisition-related liabilities, professional liability claims, estimated bonuses, valuation of billed and unbilled receivables, and anticipated tax liabilities that affect the amounts reported in the condensed consolidated financial statements and related notes.

Transaction and Program Expenses

Within the condensed consolidated statements of comprehensive income, Transaction and Program Expenses relate to non-recurring or one-time transaction costs incurred in relation to acquisitions and divestitures and costs associated with the integration of significant acquired companies and the Propel AI Acceleration Plan (see Note 6— AI Acceleration Plan).

Recent Accounting Pronouncements

Not Yet Adopted

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 Annual Report on Form 10-K for the year ended December 31, 2027, 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 condensed consolidated financial statements.

In September 2025, the FASB issued ASU 2025-06, Intangibles—Goodwill and Other—Internal-Use Software (Subtopic 350-40): Targeted Improvements to the Accounting for Internal-Use Software, which is intended to clarify and modernize the accounting for costs related to internal-use software. This ASU changes capitalization requirements from being tied to development stages and instead creates a capitalization threshold which is achieved when it is probable the software will be completed for its intended purpose. The annual and interim requirements for this ASU become effective for the Company on January 1, 2028. Early adoption is permitted and may be applied using a prospective, retrospective, or modified transition approach. The Company is assessing all aspects of the ASU, including adoption timing and transition method, and the expected impact on its condensed consolidated financial statements.

Adopted

In July 2025, the FASB issued ASU 2025-05, Financial Instruments—Credit Losses (Topic 326): Measurement of Credit Losses for Accounts Receivable and Contract Assets, which is intended to improve guidance on the measurement of credit losses for accounts receivable and contract assets. This ASU provides an optional practical expedient to assume that current conditions as of the balance sheet date do not change for the remaining life of the assets. The requirements for this ASU became effective for the Company on January 1, 2026, at which time it was adopted. This ASU did not have a material impact on our condensed consolidated financial statements.

Other Legislation

Pillar Two

In December 2021, the Organisation for Economic Co-operation and Development (‘OECD’) and 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. In 2023, many E.U. countries, including Ireland, enacted the necessary legislation (based on the OECD Model Rules) to implement Pillar Two in 2024. Other countries and territories introduced Pillar Two legislation in 2024 and 2025. In January 2026, the OECD announced the release of a new package of administrative guidance under the Pillar Two global minimum tax rules (the ‘side-by-side’ (SbS) package). Key components of the package include a simplified effective tax rate safe harbor, an extension of the transitional country-by-country reporting safe harbor, a substance-based tax incentive safe harbor, a side-by-side safe harbor for certain multinational groups located in eligible jurisdictions, an ultimate parent entity safe harbor for eligible countries, and a commitment to focus on additional clarifications and simplifications. These new safe harbor rules do not affect the application of a qualified domestic minimum top-up tax. Except for the extension of the transitional country-by-country reporting safe harbor, the Company does not expect the new safe harbors to apply. 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 periods presented.

H.R. 1

On July 4, 2025, the ‘Act to provide for reconciliation pursuant to title II of H. Con. Res. 14’ (‘H.R. 1’) was enacted into law and generally became effective on January 1, 2026, with certain exceptions. H.R. 1 included numerous changes to existing tax law affecting businesses, including extending and modifying certain key provisions of the Tax Cuts and Jobs Act of 2017, both domestic and international, expanding certain Investment Retirement Account incentives while accelerating the phase-out of others. In 2025, the Company recognized cash tax benefits related to the acceleration of certain timing differences. The Company will continue to evaluate the overall impact of H.R. 1 and related regulations on our operations and tax positions.

Note 3 — Acquisitions and Divestitures

Acquisitions

Newfront Insurance Holdings, Inc. Acquisition

On January 27, 2026, the Company completed the acquisition of Newfront Insurance Holdings, Inc. (‘Newfront’), a U.S.-based broker combining specialty expertise and cutting-edge technology, for up-front and contingent consideration. The $1.05 billion up-front portion of the purchase price was comprised of approximately $900 million in cash paid to all of Newfront’s shareholders and $150 million in replacement award equity paid only to Newfront’s employee-shareholders and subject to ongoing vesting. The contingent consideration includes up to $250 million, subject to Newfront’s achievement of specified three-year performance targets, and up to an incremental $150 million which would become payable if Newfront achieves above-target revenue growth. Both tranches of contingent consideration are payable primarily in equity awards subject to service requirements and will be recognized as compensation expense. The cash portion of these arrangements has no service requirements and is included in the estimate of consideration transferred. The cash consideration and related fees, costs and expensesfor the acquisition were funded with the net proceeds from our December 2025 issuance of $1.0 billion of senior notes (see Note 10 — Debt for additional information). Newfront operates as part of both our Health, Wealth & Career (Health & Benefits and Investment businesses) and Risk & Broking (Corporate Risk & Broking business) segments.

As part of the replacement of the share-based compensation awards and stock of Newfront which were held by Newfront employees and trusts held by certain key employees of Newfront, the Company granted approximately 225,000 restricted stock awards (‘RSAs’) subject to vesting and transfer restrictions. In the first quarter of 2026, the Company issued an aggregate of approximately 199,000 RSAs as ordinary shares, subject to vesting and transfer restrictions, via private placement (outside of the Willis Towers Watson Public Limited Company 2012 Equity Incentive Plan (the ‘Plan’)) to trusts established by certain key employees of Newfront. The remaining approximately 26,000 RSAs were issued pursuant to the Plan during the second quarter of 2026.

In addition to the RSAs, the Company granted approximately 187,000 restricted stock units (‘RSUs’), the majority of which were granted during the first quarter of 2026 under the Plan. The remaining approximately 3,000 RSUs were granted during the second quarter of 2026 via private placement (outside of the Plan) to trusts established by certain key employees of Newfront. All RSUs granted are subject to vesting and transfer restrictions.

A summary of preliminary fair values of the Newfront identifiable assets acquired and liabilities assumed at January 27, 2026 are summarized in the following table. We have prepared analyses necessary to assess the fair values of the assets acquired and liabilities assumed and the amount of goodwill and consideration to be recognized as of the acquisition date. These fair values were based on management’s estimates and assumptions, but are preliminary in nature and are subject to adjustment as additional information is obtained about the facts and circumstances that existed as of the acquisition date. Accordingly, there may be adjustments to the assigned values of acquired assets and liabilities assumed. The final determination of acquisition date fair values and residual goodwill will be completed as soon as practicable, and within the measurement period of up to one year from the acquisition date as permitted under U.S. GAAP. Any adjustments to provisional amounts that are identified during the measurement period will be recorded in the reporting period in which the adjustment is determined.

During the second quarter of 2026, the Company made adjustments to its preliminary fair values related to the valuation of consideration transferred in the form of share-based compensation and contingent consideration, and adjusted both the values of intangible assets, deferred taxes and goodwill. During the third quarter of 2026, the Company made adjustments to its preliminary fair values related to the valuation of consideration transferred in the form of share-based compensation, and adjusted the values of accounts receivable, deferred taxes and goodwill.

Preliminary values of intangible assets consist primarily of $209 million of customer relationships and $55 million of developed software, with preliminary weighted-average expected lives of 8 years and 7 years, respectively.

Goodwill is calculated as the difference between the aggregate consideration and the acquisition date fair value of the net assets acquired, including acquired intangible assets, and represents the value of Newfront’s assembled workforce and the future economic benefits that we expect to achieve as a result of the acquisition. The assignment of the acquired goodwill to the individual reporting units is not yet finalized. None of the goodwill recognized on the transaction is tax-deductible, however there is tax-deductible goodwill that will be carried forward from previous acquisitions by Newfront.

Cushon Acquisition

On April 30, 2026, the Company completed the acquisition of Cushon, a workplace pensions, savings and financial well-being company, for cash consideration of £150 million, subject to working capital and other adjustments, and contingent consideration of up to £100 million. The Company funded the acquisition with the remaining available balance on the delayed draw term loan (see Note 10 — Debt for additional information). Cushon operates as part of our Health, Wealth & Career (Benefits Delivery & Outsourcing) segment.

A summary of preliminary fair values of the identifiable assets acquired and liabilities assumed of Cushon at April 30, 2026 are summarized in the following table. We have prepared analyses necessary to assess the fair values of the assets acquired and liabilities assumed and the amount of goodwill and consideration to be recognized as of the acquisition date. These fair values were based on management’s estimates and assumptions, but are preliminary in nature and are subject to adjustment as additional information is obtained about the facts and circumstances that existed as of the acquisition date. Accordingly, there may be adjustments to the assigned values of acquired assets and liabilities assumed. The final determination of acquisition date fair values and residual goodwill will be completed as soon as practicable, and within the measurement period of up to one year from the acquisition date as permitted under U.S. GAAP. Any adjustments to provisional amounts that are identified during the measurement period will be recorded in the reporting period in which the adjustment is determined.

Preliminary values of intangible assets consist primarily of $58 million of customer relationships, $49 million of developed software and $4 million of trade names with preliminary weighted-average expected lives of 20 years,5 years and 10 years, respectively.

Goodwill is calculated as the difference between the aggregate consideration and the acquisition date fair value of the net assets acquired, including acquired intangible assets, and represents the value of Cushon’s assembled workforce and the future economic benefits that we expect to achieve as a result of the acquisition. None of the goodwill recognized on the transaction is tax-deductible.

Al-Futtaim Willis - Acquisition of Remaining Interests

On September 30, 2026, the Company completed the acquisition of the remaining 51% controlling interest of its longstanding broking joint venture, Al-Futtaim Willis (‘AFW’), based in the United Arab Emirates, for cash consideration of $58 million, subject to certain adjustments. The results of AFW were previously included in interest in earnings of associates, net of tax, on the condensed consolidated statements of comprehensive income, but will be fully consolidated after the close of the transaction. As a result of the acquisition completed in stages, the Company recognized a preliminary non-cash revaluation gain of $37 million as a result of remeasuring the previously-held interests which is included in other income/(loss), net on the condensed consolidated statements of comprehensive income. AFW operatesas part of both our Health, Wealth & Career (Health & Benefits business) and Risk & Broking (Corporate Risk & Broking business) segments.

Other Acquisitions

During the nine months ended September 30, 2026 and 2025, the Company made contributions to interests in associates accounted for under the equity method of accounting in cash payments of $23 million and $16 million, respectively. Additionally, during the nine months ended September 30, 2026 and 2025, the Company made acquisitions for cash consideration of $55 million and $14 million, respectively, with related contingent consideration valued at $7 million for the nine months ended September 30, 2026. There wasno related contingent consideration for the nine months ended September 30, 2025.

Divestitures

Disposals

The Company completed disposals during the nine months ended September 30, 2026 for cash proceeds of $12 million, and recognized immaterial gains, which are included in other income/(loss), net on the condensed consolidated statements of comprehensive income. During the nine months ended September 30, 2025, the Company disposed of a business and had disposal price and other adjustments to its 2024 sale of TRANZACT, resulting in a gain of $40 million, which was included in other income/(loss), net on the condensed consolidated statements of comprehensive income.

Note 4 — Revenue

Disaggregation of Revenue

The Company reports revenue by segment in Note 5— Segment Information. The following tables present revenue by service offering and segment, as well as reconciliations to total revenue for thethree and nine months ended September 30, 2026 and 2025. Along with reimbursable expenses and other, total revenue by service offering represents our revenue from customer contracts.

(i)

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

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

The following tables present revenue from service offerings by the geography where our work was performed for thethree and nine months ended September 30, 2026 and 2025. Reconciliations to total revenue on our condensed consolidated statements of comprehensive income and to segment revenue are shown in the tables above.

Contract Balances

The Company reports accounts receivable, net on the condensed consolidated balance sheets, which includes billed and unbilled receivables and current contract assets. In addition to accounts receivable, net, the Company had the following non-current accounts receivable and deferred revenue balances at September 30, 2026 and December 31, 2025:

During the three and nine months ended September 30, 2026, revenue of$61 million and $456 million, respectively, was recognized that was reflected as deferred revenue at December 31, 2025. During the three months ended September 30, 2026, revenue of$336 million was recognized that was reflected as deferred revenue at June 30, 2026.

During the three and nine months ended September 30, 2026, the Companyhadno revenue related to performance obligations satisfied in a prior period.

Performance Obligations

The Company has contracts for which performance obligations have not been satisfied as of September 30, 2026 or have been partially satisfied as of this date. The following table shows the expected timing for the satisfaction of the remaining performance obligations. This table does not include contract renewals or variable consideration, which was excluded from the transaction prices in accordance with the guidance on constraining estimates of variable consideration.

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

•

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

•

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

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 September 30, 2026 have been excluded from the table above.

Note 5 — Segment Information

WTW hastwo reportable operating segments or business areas:

•

Health, Wealth & Career (‘HWC’); and

•

Risk & Broking (‘R&B’).

WTW’s chief operating decision maker (‘CODM’) is itschief executive officer. We determined that the operational data used by the CODM is at the segment level. 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.

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) certain transaction and program expenses; and (iii) 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 Company experiences seasonal fluctuations of its revenue. Revenue is typically higher during the Company’s first and fourth quarters due primarily to the timing of broking-related activities.

The following table presents segment revenue, segment expenses and segment operating income for our reportable segments for thethree months ended September 30, 2026 and 2025.

The following table presents segment revenue, segment expenses and segment operating income for our reportable segments for the nine months ended September 30, 2026 and 2025.

The following table presents reconciliations of the information reported by segment to the Company’s condensed consolidated statements of comprehensive income amounts reported for thethree and nine months ended September 30, 2026 and 2025.

(i)

See Note 6 — AI Acceleration Plan for the composition of costs for 2026.

(ii)

Primarily includes share-based compensation and other transaction-related costs attributable to our Newfront and Cushon acquisitions (see Note 3 — Acquisitions and Divestitures) and costs associated with the integration of significant acquired companies and the Propel AI Acceleration Plan (see Note 6 – AI Acceleration Plan).

(iii)

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

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

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 periods ended as indicated:

(i)

Tangible long-lived assets consist of fixed assets and right-of-use (‘ROU’) assets.

Note 6 — AI Acceleration Plan

On July 28, 2026, the Board of Directors of WTW approved and authorized management to execute Propel, an artificial intelligence (‘AI’) acceleration plan (the ‘Plan’). The Plan will extend through December 31, 2028, and embed AI and automation across the enterprise. Supported by the Company's ongoing investments in AI, data and technology, including the acquisition of Newfront, the Plan is expected to enhance client service and create additional opportunities for growth as well as streamline core operating processes. The Company expects to generate approximately $400 million in annual cost savings and, after reinvesting approximately $50 million to support growth initiatives, to deliver approximately $350 million in net annual cost savings by the end of 2028. Approximately $625 million of cash costs are expected to be incurred as well as approximately $25 millionin non-cash charges throughthe end of 2028 in connection with the Plan, with the cash costs consisting principally of process automation and organizational transition costs, including process and organizational design costs, severance and separation-related costs and temporary retention costs, as well as costs associated with implementing AI systems and related technologies, including technology implementation, integration and certain contractor and vendor contract termination costs. An immaterial portion of these costs is expected to be capitalized.

Certain costs under the Plan are accounted for under ASC 420, Exit or Disposal Cost Obligation, and are included as restructuring costs in the condensed consolidated statements of comprehensive income. Other costs incurred under the Plan are included in transaction and program expenses and were $7 million for the three months ended September 30, 2026. Restructuring costs incurred under the Plan from commencement to September 30, 2026 consist of $14 million of asset impairment expense attributable to our R&B segment.

Note 7 — Income Taxes

Provision for income taxes for the three months ended September 30, 2026 was $79 million compared to $77 million for the three months ended September 30, 2025. Provision for income taxes was$206 million and $121 million for the nine months ended September 30, 2026 and 2025, respectively. The effective tax rates were 19.5% and 19.3% for thethree and nine months ended September 30, 2026, respectively, and 19.7% and 12.0% for thethree and nine months ended September 30, 2025, respectively. These effective tax rates are calculated using extended values from our condensed consolidated statements of comprehensive income and are therefore more precise tax rates than can be calculated from rounded values. The effective tax rate for the nine months ended September 30, 2025 was lower due to favorable discrete tax items, primarily related to provision-to-tax return adjustments.

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

The Company records valuation allowances against net deferred tax assets based on whether it is more likely than not that the deferred tax assets will be realized. At September 30, 2026, we have liabilities for uncertain tax positions under ASC 740, Income Taxes of$38 million, excluding interest and penalties.

Note 8 — Goodwill and Other Intangible Assets

The components of goodwill are outlined below for thenine months ended September 30, 2026:

Other Intangible Assets

The following table reflects changes in the net carrying amounts of the components of finite-lived intangible assets for thenine months ended September 30, 2026:

The weighted-average remaining life of amortizable intangible assets at September 30, 2026 was 10.1 years.

The table below reflects the future estimated amortization expense for amortizable intangible assets for the remainder of 2026 and for subsequent years:

Note 9 — Derivative Financial Instruments

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

Foreign Currency Risk

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

These derivatives were designated as hedging instruments and at September 30, 2026 and December 31, 2025 had total notional amounts of$158 million and $165 million, respectively, withnet fair value assets of $1 million and $3 million, respectively.

At September 30, 2026, the Company estimates, based on current exchange rates, there will be $1 million of net derivative gains on forward exchange rates reclassified from accumulated other comprehensive loss into earnings within the next twelve months as the forecast transactions affect earnings. At September 30, 2026, our longest outstanding maturity was 1.7 years.

The effects of the material derivative instruments that are designated as hedging instruments on the condensed consolidated statements of comprehensive income for thethree and nine months ended September 30, 2026 and 2025 are below. Amounts pertaining to the ineffective portion of hedging instruments and those excluded from effectiveness testing were not material for the three and nine months ended September 30, 2026 and 2025.

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 September 30, 2026 and December 31, 2025, we had notional amounts of $723 million and $739 million, respectively, with anet fair value liability of $3 million and anet fair value asset of$1 million, respectively. Such derivatives typically mature within three months.

The effects of derivatives that have not been designated as hedging instruments on the condensed consolidated statements of comprehensive income for thethree and nine months ended September 30, 2026 and 2025 are as follows (see Note 16 — Other Income/(Loss), Net for the net foreign currency impact on the Company’s condensed consolidated statements of comprehensive income which includes the results of the offset of underlying exposures). Additionally, the Company had foreign exchange option derivatives to hedge against cash flow risk associated with its now-completed Cushon acquisition (see Note 3 — Acquisitions and Divestitures). These derivatives were not designated as hedging instruments and matured during the second quarter of 2026. The effect of the foreign exchange options on the condensed consolidated statements of comprehensive income was not material for the three and nine months ended September 30, 2026.

Note 10 — Debt

Current debt consists of the following:

Long-term debt consists of the following:

Delayed draw term loan

On January 7, 2026, the Company, together with Trinity Acquisition plc and Willis North America Inc. as borrowers (the ‘Borrowers’), entered into a $775 million delayed draw term loan (the ‘DDTL’). Drawings against the DDTL may be used (i) to finance a portion of the Newfront acquisition (see Note 3 — Acquisitions and Divestitures); (ii) to refinance certain outstanding indebtedness of the Company and its subsidiaries, and (iii) for working capital, capital expenditures, permitted acquisitions and general corporate purposes.

Amounts outstanding under the DDTL shall bear interest, at the Borrowers’ option, at a rate equal to (i) the term secured overnight financing rate plus an applicable margin of 0.625% to 1.250% (based upon the Company’s guaranteed senior-unsecured long-term debt rating) or (ii) the base rate plus an applicable margin of 0.00% to 0.250% (based upon the Company’s guaranteed senior-unsecured long-term debt rating). In addition, the Borrowers will pay a commitment fee in an amount equal to 0.055% to 0.140% (based upon the Company’s guaranteed senior-unsecured long-term debt rating) on the unused amount of commitments under the DDTL. Interest is payable no later than every three months and interest rates are reset on a one-, three- or six-month basis, at the election of the Company, but may be shorter or longer durations with consent of the lenders.

The DDTL may be drawn on up to four borrowings, each of which is subject to customary conditions, including, solely in the case of drawings that are not used to fund the Newfront acquisition, the accuracy and completeness in all material respects of all representations and warranties in the loan documentation and that no default under the DDTL shall exist, or would result from such borrowing or the application of the drawings thereof.

On March 16, 2026, the Company made the first borrowing under the DDTL for $550 million in relation to the repayment of the 4.400% senior notes due 2026 (see below). On April 30, 2026, the Company borrowed the remaining $225 million available under the DDTL to fund its Cushon acquisition (see Note 3 — Acquisitions and Divestitures). In accordance with the terms of the DDTL agreement, the maturity date for all borrowings is established as three years from the date of the first borrowing, or March 16, 2029.

Repayment of 4.400% Senior Notes due 2026

On March 16, 2026, the Company repaid in full the $550 million aggregate principal amount and related accrued interest of the 4.400% senior notes due 2026 ($562 million in total) using borrowings against the DDTL and cash on hand.

Covenant Compliance

At September 30, 2026 and December 31, 2025, we were in compliance with all financial covenants.

Note 11 — Fair Value Measurements and Investments

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

•

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

•

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

•

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

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

•

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

•

Debt securities are classified as Level 1 financial instruments as they are based on quoted market prices in active markets.

•

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 September 30, 2026 and December 31, 2025:

(i)

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

(ii)

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

(iii)

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

(iv)

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

(v)

At September 30, 2026 and December 31, 2025, represents consideration due to be paid across multiple years until 2031 and 2029, respectively. 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 11.31% and 11.00% at September 30, 2026 and December 31, 2025, respectively. The range of these discount rateswas 11.00% -13.40% at September 30, 2026. Using different probability weightings and discount rates could result in an increase or decrease of the contingent consideration payable.

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

(i)

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

There wereno significant transfers to or from Level 3 in thenine months ended September 30, 2026.

Held-to-Maturity Securities

During the year ended December 31, 2025, the Company invested $50 million in debt securities, which it had intended to hold to maturity. During the second quarter of 2026, the Company reclassified these debt instruments to available-for-sale upon determining that the investment strategy could change in the future should the interest rate environment change significantly.

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.

Additional Fair Value Information about Financial Instruments

The following tables present our assets and liabilities not measured at fair value on a recurring basis, as well as information about our available-for-sale securities, at September 30, 2026 and December 31, 2025:

(i)

Consists of available-for-sale securities at September 30, 2026 and held-to-maturity securities at December 31, 2025. At September 30, 2026, the available-for-sale securities are carried at fair value.

The carrying values of our revolving credit facility and DDTL approximate their fair values. 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 debt securities are considered Level 1 financial instruments as they are based on quoted market prices in active markets. The fair values of our respective senior notes are considered Level 2 financial instruments as they are corroborated by observable market data.

Note 12 — Retirement Benefits

Defined Benefit Plans

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

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

The following tables set forth the components of net periodic benefit cost/(credit) for the Company’s defined benefit pension plans for thethree and nine months ended September 30, 2026 and 2025:

Employer Contributions to Defined Benefit Pension Plans

The Company didnot make any contributions to its U.S. plan during the nine months ended September 30, 2026 andcurrently doesnot anticipate making contributions over the remainder of the fiscal year. The Company made contributions of $1 million to its U.K. plans for the nine months ended September 30, 2026 and anticipates making additional contributions totaling $1 million for the remainder of the fiscal year. The Company made contributions of $1 million to its other plans for the nine months ended September 30, 2026 and anticipates making additional contributions totaling less than $1 million for the remainder of the fiscal year.

Annuity Purchases

In September 2026, the Company’s Willis Towers Watson Canada Retirement Income Plan, the Canadian registered pension plan (the ‘WTW Canada Plan’), purchased a single premium group annuity contract from a third-party insurance company and irrevocably transferred to that insurance company approximately $150 million of the WTW Canada Plan’s defined benefit pension obligations and related plan assets, thereby reducing the pension obligations and assets of the WTW Canada Plan by this same amount. The group annuity contract was purchased using assets of the WTW Canada Plan and no additional funding contribution was required by the Company. As a result of this transaction, WTW recognized a one-time, non-cash pre-tax pension settlement gain of $11 million in the third quarter of 2026, attributable to the accelerated recognition of accumulated actuarial gains of the WTW Canada Plan.

In February 2025, the Company’s Willis Towers Watson Pension Plan for U.S. Employees, a qualified pension plan (‘the WTW U.S. Plan’), purchased a nonparticipating single premium group annuity contract from a third-party insurance company and irrevocably transferred to that insurance company approximately $423 million of the WTW U.S. Plan’s defined benefit pension obligations and related plan assets, thereby reducing the pension obligations and assets of the WTW U.S. Plan by this same amount. The group annuity contract was purchased using assets of the WTW U.S. Plan and no additional funding contribution was required by the Company. As a result of this transaction, WTW recognized a one-time, non-cash pre-tax pension settlement charge of $82 million in the first quarter of 2025, attributable to the accelerated recognition of accumulated actuarial losses of the WTW U.S. Plan.

Defined Contribution Plans

The Company had defined contribution plan expense of $44 million and $127 million during the three and nine months ended September 30, 2026, respectively, and$39 million and $120 million during the three and nine months ended September 30,2025, respectively.

Note 13 — Leases and Related Transactions

The following tables present lease costs recorded on our condensed consolidated statements of comprehensive income for the three and nine months ended September 30, 2026 and 2025:

The total lease costs are included in other operating expenses in our condensed consolidated statements of comprehensive income.

During the three and nine months ended September 30, 2026, the Company disposed of buildings and related improvements for cash proceeds of $29 million and recognized a gain of $13 million included in other operating expenses in the condensed consolidated statements of operations. The Company entered into new operating leases for portions of the buildings for a term of 10 years.

Note 14 — Commitments and Contingencies

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. 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). As of September 30, 2026, we have not incurred a material loss with respect to the indemnification of such third parties. In addition, as of September 30, 2026, we do not believe that any potential liability that may arise from such indemnity obligations is probable or will be material.

Legal Proceedings

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

Errors and omissions claims, lawsuits and other proceedings arising in the ordinary course of business are covered in part by professional indemnity or other appropriate insurance. The terms of this insurance vary by policy year. Regarding self-insured risks, the Company has established provisions which are believed to be adequate in light of current information and legal advice, or, in certain cases, where a range of loss exists, the Company accrues the minimum amount in the range if no amount within the range is a better estimate than any other amount. The Company adjusts such provisions from time to time according to developments. See Note 15— Supplementary Information for Certain Balance Sheet Accounts for the amounts accrued at September 30, 2026 and December 31, 2025 in the condensed consolidated balance sheets.

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

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

Willis Re and the Acquisition of BMS Re U.S.

On August 18, 2026, Willis Re entered into a definitive purchase agreement through a newly created subsidiary (‘Seahawk Purchaser’) to acquire the U.S. reinsurance business of independent broker BMS Group (the ‘Seahawk Acquisition’). In support of Seahawk Purchaser’s obligations in the purchase agreement, the Company and Bain Capital (the ‘Equity Investors’), as shareholders of Willis Re, entered into an equity commitment letter with BMS Group pursuant to which they are required to subscribe for equity or debt securities in, and/or make loans to, Seahawk Purchaser so that it can satisfy the Seahawk Acquisition purchase price and, as applicable, cover any damages in the event Seahawk Purchaser breaches obligations under the purchase agreement leading to a failure to complete the Seahawk Acquisition. To satisfy these obligations and to support general corporate purposes at Willis Re, the Equity Investors entered into a side letter agreement pursuant to which the Company is obligated to fund a maximum amount of approximately $102 million to Willis Re. Once all of the Company’s obligations under that agreement are fully funded, any remaining currently-committed funding obligations that the Company has to Willis Re are extinguished. The Company may in the future commit to additional capital contributions or other obligations to provide funding to Willis Re.

All of the Company’s purchase price obligations are required to be funded upfront at the closing of the Seahawk Acquisition. All commitments made by the Company under the purchase agreement, the equity commitment letter, and the side letter investor agreement are subject to completion of the Seahawk Acquisition, and will fall away if such acquisition does not occur. The Seahawk Acquisition is expected to close during the fourth quarter of 2026, subject to receipt of the remaining regulatory approvals and satisfaction or waiver of all other closing conditions applicable to the transaction.

Note 15 — Supplementary Information for Certain Balance Sheet Accounts

Additional details of specific balance sheet accounts are detailed below.

Prepaid and other current assets consist of the following:

Provision for liabilities consists of the following:

Other non-current liabilities consist of the following:

Note 16 — Other Income/(Loss), Net

Other income/(loss), net consists of the following:

(i)

For the three and nine months ended September 30, 2026, includes a preliminary $37 million non-cash revaluation gain related to an acquisition completed in stages. See Note 3 — Acquisitions and Divestitures.

(ii)

For the three and nine months ended September 30, 2026, includes a pension settlement gain of $11 million, and for the nine months ended September 30, 2025, includes a pension settlement charge of $82 million. See Note 12 — Retirement Benefits.

(iii)

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

Note 17 — Accumulated Other Comprehensive Loss

Changes in accumulated other comprehensive loss, net of non-controlling interests, and net of tax are provided in the following table for thethree and nine months ended September 30, 2026 and 2025. This table excludes amounts attributable to non-controlling interests, which are not material for further disclosure.

(i)

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

Note 18 — Share-based Compensation

The compensation cost that has been recognized for the Company’s share-based compensation plans for the three and nine months ended September 30, 2026 was $70 million and $179 million, respectively, and $36 million and $104 million for the three and nine months ended September 30, 2025, respectively. Of these amounts, the portion recognized within transaction and program expenses on the condensed consolidated statements of comprehensive income was $21 million and $65 million for the three and nine months ended September 30, 2026, respectively, and wasnot material for the three and nine months ended September 30, 2025.

During the nine months ended September 30, 2026, a total of 692,000 shares were issued:

•

225,000 shares(consisting entirely of RSA grants) related to our acquisition of Newfront; and

•

467,000 shares issued under employee stock compensation plans representing:

o

15,000 shares issued under non-qualified plans;

o

110,000 shares issued under our Employee Share Purchase Plan; and

o

a net 342,000 shares consisting of 569,000 vested RSUs of which 227,000 were not issued due to net settlements and retirement eligibility provisions.

Additionally, during the nine months ended September 30, 2026,1,129,000 RSUs were granted, including 187,000 RSUsas a result of the Newfront acquisition. See Note 3 — Acquisitions and Divestitures for more information.

Note 19 — Earnings Per Share

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

At September 30, 2026 and 2025, there were approximately 953,000 and 643,000 restricted performance-based stock units outstanding, respectively, and approximately 608,000 and 306,000 restricted time-based stock units outstanding, respectively. In addition, at September 30, 2026, there were approximately 225,000 restricted stock awards outstanding. The Companyhadno time-based share options or performance-based share options outstanding at September 30, 2026 and 2025.

Basic and diluted earnings per share are as follows:

For the nine months ended September 30, 2026, approximately 233,000 restricted stock units were not included in the computation of the dilutive effect of potentially issuable shares because their effect was anti-dilutive; for the nine months ended September 30, 2025, approximately 89,000 restricted stock units were not included in the computation of the dilutive effect of potentially issuable shares because their effect was anti-dilutive. There wereno anti-dilutive restricted stock units for the three months ended September 30, 2026 and 2025. There wereno anti-dilutive options for thethree and nine months ended September 30, 2026 and 2025.

Note 20 — Supplemental Disclosures of Cash Flow Information

Supplemental disclosures regarding cash flow information are as follows: