--- ticker: WTW company: WTW filing_type: 10-K year_current: 2026 year_prior: 2025 risks_added: 86 risks_removed: 9 risks_modified: 19 risks_unchanged: 20 source: SEC EDGAR url: https://riskdiff.com/wtw/2026-vs-2025/ markdown_url: https://riskdiff.com/wtw/2026-vs-2025/index.md generated: 2026-06-01 --- # WTW: 10-K Risk Factor Changes 2026 vs 2025 > Source: U.S. Securities and Exchange Commission (EDGAR) > Generated: 2026-06-01 > All data extracted directly from official filings. No hallucinated content. ## Summary | Status | Count | |--------|-------| | New risks added | 86 | | Risks removed | 9 | | Risks modified | 19 | | Unchanged | 20 | --- ## New in Current Filing: 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 an ordinary resolution of shareholders. In addition, when an Irish company issues shares for cash to new shareholders, it is generally required first to offer those shares on the same or more favorable terms to existing shareholders on a pro-rata basis. It is possible for such statutory pre-emption rights to be disapplied in a company's constitution or by a special resolution of shareholders. The Company's constitution, when originally adopted, authorized our directors to allot shares up to the maximum of the Company's authorized but unissued share capital and disapplied statutory pre-emption rights for a period of five years. Since the expiry of this initial five-year period, we seek these allotment and pre-emption shareholder authorizations at appropriate levels and intervals. However, if we are unable to obtain these authorizations from our shareholders or are otherwise limited by the terms of our authorizations, then our ability to issue shares under our equity compensation plans and, if applicable, facilitate funding acquisitions or otherwise raise capital could be adversely affected. 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. 39 39 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 StrategyIncreased 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 GovernanceWTW's board of directors has delegated the oversight of cybersecurity risks to the Risk and Operational Oversight Committee (the 'Risk 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 23 years, including serving as CISO of several public companies. The CISO holds undergraduate and graduate degrees in business. 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. 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 StrategyIncreased 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 GovernanceWTW's board of directors has delegated the oversight of cybersecurity risks to the Risk and Operational Oversight Committee (the 'Risk 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 23 years, including serving as CISO of several public companies. The CISO holds undergraduate and graduate degrees in business. 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. 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. 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. 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. 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'). 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 23 years, including serving as CISO of several public companies. The CISO holds undergraduate and graduate degrees in business. 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. WTW's board of directors has delegated the oversight of cybersecurity risks to the Risk and Operational Oversight Committee (the 'Risk 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. WTW's board of directors has delegated the oversight of cybersecurity risks to the Risk and Operational Oversight Committee (the 'Risk 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. 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. 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 23 years, including serving as CISO of several public companies. The CISO holds undergraduate and graduate degrees in business. 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. 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 23 years, including serving as CISO of several public companies. The CISO holds undergraduate and graduate degrees in business. 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. 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 23 years, including serving as CISO of several public companies. The CISO holds undergraduate and graduate degrees in business. 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. 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. 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. 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. 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. 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. 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. 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. 40 40 •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 IncidentsAlthough 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 not currently deemed material may, in the future, materially adversely affect WTW's business, financial condition or results of operations.ITEM 2. PROPERTIESWe 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.ITEM 3. LEGAL PROCEEDINGS 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 DISCLOSURESNot applicable. •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 IncidentsAlthough 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 not currently deemed material may, in the future, materially adversely affect WTW's business, financial condition or results of operations. •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. •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. •Education and Awareness: WTW's policy requires annual, mandatory privacy and information security training for all WTW colleagues. 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. 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. 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. 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. 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. --- ## New in Current Filing: 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 not currently deemed material may, in the future, materially adversely affect WTW's business, financial condition or results of operations. 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. 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. ITEM 3. LEGAL PROCEEDINGS 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. Note 15 - Commitments and Contingencies, within Item 8 in this Annual Report on Form 10-K ITEM 4. MINE SAFETY DISCLOSURES Not applicable. 41 41 PART II.ITEM 5. MARKET FOR REGISTRANT'S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIESShare Data Our ordinary shares have traded on the NASDAQ Global Select Market under the symbol 'WTW' since January 10, 2022. As of February 23, 2026, there were 912 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 2026, the board of directors approved a quarterly cash dividend of $0.96 per share ($3.84 per share annualized rate), which will be paid on or around April 15, 2026 to shareholders of record as of March 31, 2026.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. PART II. ITEM 5. MARKET FOR REGISTRANT'S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES Share Data Our ordinary shares have traded on the NASDAQ Global Select Market under the symbol 'WTW' since January 10, 2022. As of February 23, 2026, there were 912 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 2026, the board of directors approved a quarterly cash dividend of $0.96 per share ($3.84 per share annualized rate), which will be paid on or around April 15, 2026 to shareholders of record as of March 31, 2026. 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. 42 42 Performance GraphComparison of Five-Year Cumulative Total Shareholder ReturnThe graph below depicts cumulative total shareholder returns for WTW for the period from December 31, 2020 through December 31, 2025.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, 2020, assuming full dividend reinvestment. Unregistered Sales of Equity Securities and Use of ProceedsDuring the year ended December 31, 2025, 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 PurchasersThe 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, 2025 through October 31, 2025 400,835 $ 335.49 400,835 4,599,053 November 1, 2025 through November 30, 2025 547,165 $ 321.79 547,165 4,051,888 December 1, 2025 through December 31, 2025 120,789 $ 326.54 120,789 3,931,099 1,068,789 $ 327.47 1,068,789 --- ## New in Current Filing: Comparison of Five-Year Cumulative Total Shareholder Return The graph below depicts cumulative total shareholder returns for WTW for the period from December 31, 2020 through December 31, 2025. 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, 2020, assuming full dividend reinvestment. --- ## New in Current Filing: Unregistered Sales of Equity Securities and Use of Proceeds During the year ended December 31, 2025, no shares were issued by the Company without registration under the Securities Act of 1933, as amended. --- ## New in Current Filing: 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 --- ## New in Current Filing: Maximum number of shares that may yet be purchased under the plans or programs October 1, 2025 through October 31, 2025 400,835 $ 335.49 400,835 4,599,053 November 1, 2025 through November 30, 2025 547,165 $ 321.79 547,165 4,051,888 December 1, 2025 through December 31, 2025 120,789 $ 326.54 120,789 3,931,099 1,068,789 $ 327.47 1,068,789 43 43 The board of directors has authorized the current open-ended repurchase program for a total of up to $11.7 billion, which was most recently increased by $1.5 billion on September 16, 2025. At December 31, 2025, the maximum number of shares that may be purchased under the existing stock repurchase program is 3,931,099, with approximately $1.3 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, 2025 of $328.60. Securities Authorized for Issuance Under Equity Compensation PlansFor information on our securities authorized for issuance under our existing equity compensation plans, see 'Securities Authorized for Issuance under Equity Compensation Plans' in our year-end 2025 proxy statement to be filed with the SEC in the first half of 2026. The board of directors has authorized the current open-ended repurchase program for a total of up to $11.7 billion, which was most recently increased by $1.5 billion on September 16, 2025. At December 31, 2025, the maximum number of shares that may be purchased under the existing stock repurchase program is 3,931,099, with approximately $1.3 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, 2025 of $328.60. --- ## New in Current Filing: Securities Authorized for Issuance Under Equity Compensation Plans For information on our securities authorized for issuance under our existing equity compensation plans, see 'Securities Authorized for Issuance under Equity Compensation Plans' in our year-end 2025 proxy statement to be filed with the SEC in the first half of 2026. 44 44 ITEM 6. [Reserved] ITEM 6. [Reserved] 45 45 ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONSThis 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, 2025.See 'Non-GAAP Financial Measures' below for further discussion of our adjusted, constant currency and organic non-GAAP financial measures.Executive Overview Impact of Market Conditions on Our Business 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, at the time of filing this Annual Report, we are seeing a softening market.Market conditions in the broking industry in which we operate are generally defined by factors such as the strength of the various geographical economies 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 our current expectations.With regard to the market for exchanges, we believe that clients base their decisions on a variety of factors that include the role of health care coverage in recruiting/retaining employees and transitioning employees to retirement, the availability of price competitive individual insurance policies, the array of coverage choices available through the exchange provider and its ability to deliver measurable cost savings for corporate clients, and to both execute efficiently and deliver high quality service. Since the individual insurance market for Medicare policies is well-established and a significant portion of corporate employers have already implemented an exchange for their Medicare retirees, growth in this population segment will be derived from public employers and educational and other not-for-profit institutions. This growth may be more episodic in nature. Growth in other population segments is likely to remain low unless a more competitive individual insurance market emerges for these segments. 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, 2025. See 'Non-GAAP Financial Measures' below for further discussion of our adjusted, constant currency and organic non-GAAP financial measures. --- ## New in Current Filing: Impact of Market Conditions on Our Business 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, at the time of filing this Annual Report, we are seeing a softening market. Market conditions in the broking industry in which we operate are generally defined by factors such as the strength of the various geographical economies 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 our current expectations. With regard to the market for exchanges, we believe that clients base their decisions on a variety of factors that include the role of health care coverage in recruiting/retaining employees and transitioning employees to retirement, the availability of price competitive individual insurance policies, the array of coverage choices available through the exchange provider and its ability to deliver measurable cost savings for corporate clients, and to both execute efficiently and deliver high quality service. Since the individual insurance market for Medicare policies is well-established and a significant portion of corporate employers have already implemented an exchange for their Medicare retirees, growth in this population segment will be derived from public employers and educational and other not-for-profit institutions. This growth may be more episodic in nature. Growth in other population segments is likely to remain low unless a more competitive individual insurance market emerges for these segments. 46 46 Risks and Uncertainties of the Economic EnvironmentU.S. and global markets are continuing to experience uncertainty, volatility and disruption as a result of uncertain macroeconomic conditions including tariff actions and uncertainties relating to global trade, fluctuations in currency exchange rates, volatility in debt and equity markets, uncertainty around interest rates, softening consumer confidence and labor markets, changes in U.S. policies across a broad range of subjects and the speed with which such changes are or may be implemented, and the ongoing Russia-Ukraine and other geopolitical conflicts and tensions. Although the length and impact of these situations are highly unpredictable, the ongoing uncertainty and volatility of the global economy and capital markets, which has resulted in persistent inflation and fluctuating interest rates in many of the markets in which we operate, could accelerate recessionary pressures and continue to lead to further market disruptions. Further, in addition to the direct impact of the continuing dynamic tariff environment on our business (which we do not expect to be significant, so long as retaliatory actions do not extend to services), recent U.S. legislation and other U.S. federal government actions continue to create uncertainty for the business as well as accounting and tax matters. Other indirect impacts from changes in tariffs or from legislative or regulatory developments, such as changes in consumer sentiment, trade relations, economic activity, disruption of U.S. federal government operations, willingness to do business with U.S.-listed firms, inflationary pressures and employee distraction, among others, could negatively affect our business, operations and financial condition.These general economic conditions, including inflation, stagflation, political volatility, costs of labor, cost of capital, interest rates, bank stability, credit availability and tax rates, affect not only the cost of and access to liquidity, but also our costs to run and invest in our 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 from customers, as well as income from funds we hold on behalf of customers and pension-related income. While parts of our business could benefit from uncertainty or regulatory change, we may see increased caution in spending on services we provide that are more discretionary in nature or where there are alternatives, such as self-insurance. Other parts of our business, such as M&A-related services, may be adversely impacted when there is lower economic activity or transaction volumes.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. --- ## New in Current Filing: Risks and Uncertainties of the Economic Environment U.S. and global markets are continuing to experience uncertainty, volatility and disruption as a result of uncertain macroeconomic conditions including tariff actions and uncertainties relating to global trade, fluctuations in currency exchange rates, volatility in debt and equity markets, uncertainty around interest rates, softening consumer confidence and labor markets, changes in U.S. policies across a broad range of subjects and the speed with which such changes are or may be implemented, and the ongoing Russia-Ukraine and other geopolitical conflicts and tensions. Although the length and impact of these situations are highly unpredictable, the ongoing uncertainty and volatility of the global economy and capital markets, which has resulted in persistent inflation and fluctuating interest rates in many of the markets in which we operate, could accelerate recessionary pressures and continue to lead to further market disruptions. Further, in addition to the direct impact of the continuing dynamic tariff environment on our business (which we do not expect to be significant, so long as retaliatory actions do not extend to services), recent U.S. legislation and other U.S. federal government actions continue to create uncertainty for the business as well as accounting and tax matters. Other indirect impacts from changes in tariffs or from legislative or regulatory developments, such as changes in consumer sentiment, trade relations, economic activity, disruption of U.S. federal government operations, willingness to do business with U.S.-listed firms, inflationary pressures and employee distraction, among others, could negatively affect our business, operations and financial condition. These general economic conditions, including inflation, stagflation, political volatility, costs of labor, cost of capital, interest rates, bank stability, credit availability and tax rates, affect not only the cost of and access to liquidity, but also our costs to run and invest in our 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 from customers, as well as income from funds we hold on behalf of customers and pension-related income. While parts of our business could benefit from uncertainty or regulatory change, we may see increased caution in spending on services we provide that are more discretionary in nature or where there are alternatives, such as self-insurance. Other parts of our business, such as M&A-related services, may be adversely impacted when there is lower economic activity or transaction volumes. 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. 47 47 For management's discussion of our results of operations for the year ended December 31, 2024 in comparison with the year ended December 31, 2023, please see our Annual Report on Form 10-K filed with the SEC on February 25, 2025.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, 2025 2024 Revenue $ 9,708 100 % $ 9,930 100 % Costs of providing services Salaries and benefits 5,625 58 % 5,502 55 % Other operating expenses 1,408 15 % 1,833 18 % Impairment (i) - - % 1,042 10 % Depreciation 226 2 % 230 2 % Amortization 192 2 % 226 2 % Restructuring costs - - % 61 1 % Transaction and transformation 23 - % 409 4 % Total costs of providing services 7,474 9,303 Income from operations 2,234 23 % 627 6 % Interest expense (260 ) (3 )% (263 ) (3 )% Other loss, net (i) (21 ) - % (262 ) (3 )% INCOME FROM OPERATIONS BEFORE INCOME TAXES AND INTEREST IN EARNINGS OF ASSOCIATES 1,953 20 % 102 1 % Provision for income taxes (318 ) (3 )% (192 ) (2 )% Interest in earnings of associates, net of tax (22 ) - % 2 - % Income attributable to non-controlling interests (8 ) - % (10 ) - % NET INCOME/(LOSS) ATTRIBUTABLE TO WTW $ 1,605 17 % $ (98 ) (1 )% Diluted earnings/(loss) per share $ 16.26 $ (0.96 ) (i)For the year ended December 31, 2024, Impairment and Other loss, 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, 2025. These figures do not represent the currency of the related revenue, which is presented in the next table. Geographic Region % of Revenue United States 46 % United Kingdom 21 % France 5 % Canada 3 % Germany 3 % For management's discussion of our results of operations for the year ended December 31, 2024 in comparison with the year ended December 31, 2023, please see our Annual Report on Form 10-K filed with the SEC on February 25, 2025. --- ## New in Current Filing: 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. --- ## New in Current Filing: Years ended December 31, 2025 2024 Revenue $ 9,708 100 % $ 9,930 100 % Costs of providing services Salaries and benefits 5,625 58 % 5,502 55 % Other operating expenses 1,408 15 % 1,833 18 % Impairment (i) - - % 1,042 10 % Depreciation 226 2 % 230 2 % Amortization 192 2 % 226 2 % Restructuring costs - - % 61 1 % Transaction and transformation 23 - % 409 4 % Total costs of providing services 7,474 9,303 Income from operations 2,234 23 % 627 6 % Interest expense (260 ) (3 )% (263 ) (3 )% Other loss, net (i) (21 ) - % (262 ) (3 )% INCOME FROM OPERATIONS BEFORE INCOME TAXES AND INTEREST IN EARNINGS OF ASSOCIATES 1,953 20 % 102 1 % Provision for income taxes (318 ) (3 )% (192 ) (2 )% Interest in earnings of associates, net of tax (22 ) - % 2 - % Income attributable to non-controlling interests (8 ) - % (10 ) - % NET INCOME/(LOSS) ATTRIBUTABLE TO WTW $ 1,605 17 % $ (98 ) (1 )% Diluted earnings/(loss) per share $ 16.26 $ (0.96 ) (i)For the year ended December 31, 2024, Impairment and Other loss, 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). For the year ended December 31, 2024, Impairment and Other loss, 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). --- ## New in Current Filing: 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, 2025. These figures do not represent the currency of the related revenue, which is presented in the next table. --- ## New in Current Filing: % of Revenue United States 46 % United Kingdom 21 % France 5 % Canada 3 % Germany 3 % 48 48 The table below details the approximate percentage of our revenue and expenses by transactional currency for the year ended December 31, 2025. Transactional Currency Revenue Expenses (i) U.S. dollars 54 % 47 % Pounds sterling 13 % 20 % Euro 16 % 14 % Other currencies 17 % 19 % (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, 2025 and 2024 and the components of the change in total revenue for the year ended December 31, 2025, 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 2025 2024 Change Impact Change Divestitures Change (i) ($ in millions) Revenue $ 9,708 $ 9,930 (2)% 1% (3)% (8)% 5% (i)Interest income did not contribute to organic change for the year ended December 31, 2025.Revenue for the year ended December 31, 2025 was $9.7 billion, compared to $9.9 billion for the year ended December 31, 2024, a decrease of $222 million, or 2%, 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, 2025. The decrease in as-reported revenue was due primarily to the sale of our TRANZACT business on December 31, 2024. The increase in organic revenue was driven by strong performances in both segments. For additional information, please see the section entitled 'Segment Revenue and Segment Operating Income' elsewhere within this Item 7 of this Annual Report on Form 10-K.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, 2025, currency translation increased our consolidated revenue by $89 million. The primary currencies driving this change were the Euro and Pound Sterling.Definitions of Constant Currency Change and Organic Change are included in the section entitled 'Non-GAAP Financial Measures' elsewhere within this Item 7 of this Annual Report on Form 10-K.Segment Revenue and Segment Operating IncomeSegment 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. Our portfolio of services supports the interrelated challenges that the management teams of our clients face across human resources and finance. The table below details the approximate percentage of our revenue and expenses by transactional currency for the year ended December 31, 2025. --- ## New in Current Filing: Expenses (i) U.S. dollars 54 % 47 % Pounds sterling 13 % 20 % Euro 16 % 14 % Other currencies 17 % 19 % (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. 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, 2025 and 2024 and the components of the change in total revenue for the year ended December 31, 2025, as compared to the prior year. The components of the revenue change may not add due to rounding. --- ## New in Current Filing: ($ in millions) Revenue $ 9,708 $ 9,930 (2)% 1% (3)% (8)% 5% (i)Interest income did not contribute to organic change for the year ended December 31, 2025. Interest income did not contribute to organic change for the year ended December 31, 2025. Revenue for the year ended December 31, 2025 was $9.7 billion, compared to $9.9 billion for the year ended December 31, 2024, a decrease of $222 million, or 2%, 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, 2025. The decrease in as-reported revenue was due primarily to the sale of our TRANZACT business on December 31, 2024. The increase in organic revenue was driven by strong performances in both segments. For additional information, please see the section entitled 'Segment Revenue and Segment Operating Income' elsewhere within this Item 7 of this Annual Report on Form 10-K. 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, 2025, currency translation increased our consolidated revenue by $89 million. The primary currencies driving this change were the Euro and Pound Sterling. Definitions of Constant Currency Change and Organic Change are included in the section entitled 'Non-GAAP Financial Measures' elsewhere within this Item 7 of this Annual Report on Form 10-K. --- ## New in Current Filing: 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. --- ## New in Current Filing: 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 supports the interrelated challenges that the management teams of our clients face across human resources and finance. 49 49 HWC is the larger of the two segments of the Company, generating approximately 55% of our segment revenue for the year ended December 31, 2025. Addressing four key areas, Health, Wealth, Career and Benefits Delivery & Outsourcing ('BDO'), the segment is focused on addressing our clients' people and risk needs to help them succeed in a global marketplace. The following table sets forth HWC segment revenue for the years ended December 31, 2025 and 2024, and the components of the change in revenue for the year ended December 31, 2025 from the year ended December 31, 2024. Components of Revenue Change As Less: Constant Less: Years ended December 31, Reported Currency Currency Acquisitions/ Organic 2025 2024 Change Impact Change Divestitures Change ($ in millions) Segment revenue excluding interest income $ 5,225 $ 5,745 (9)% 1% (10)% (14)% 4% Interest income 29 32 Total segment revenue $ 5,254 $ 5,777 (9)% 1% (10)% (14)% 4% Segment operating income $ 1,681 $ 1,717 HWC segment revenue for the years ended December 31, 2025 and 2024 was $5.3 billion and $5.8 billion, respectively. Health delivered organic revenue growth in all regions, led by double-digit increases across International which benefited from strong new business and geographic expansion. Wealth generated organic revenue growth from higher levels of Retirement work globally, alongside growth in our Investments business. Career reported revenue growth, largely driven by an uptick in advisory work in Europe and increased compensation survey sales globally. BDO increased primarily due to robust project and core administrative work in Europe, alongside higher commission revenue in Individual Marketplace. HWC segment operating income for both the years ended December 31, 2025 and 2024 was $1.7 billion. HWC segment operating income declined slightly as improvements from operating efficiencies were offset by the operating income lost from sale of TRANZACT.Risk & Broking ('R&B') The Risk & Broking ('R&B') segment provides a broad range of risk advice, insurance brokerage and consulting services to clients worldwide ranging from small businesses to multinational corporations. R&B generated approximately 45% of our segment revenue for the year ended December 31, 2025. The segment comprises two primary businesses - Corporate Risk & Broking and Insurance Consulting and Technology. The following table sets forth R&B segment revenue for the years ended December 31, 2025 and 2024, and the components of the change in revenue for the year ended December 31, 2025 from the year ended December 31, 2024. Components of Revenue Change As Less: Constant Less: Years ended December 31, Reported Currency Currency Acquisitions/ Organic 2025 2024 Change Impact Change Divestitures Change ($ in millions) Segment revenue excluding interest income $ 4,237 $ 3,926 8% 1% 7% - % 7% Interest income 97 112 Total segment revenue $ 4,334 $ 4,038 7% 1% 6% - % 6% Segment operating income $ 1,072 $ 958 R&B segment revenue for the years ended December 31, 2025 and 2024 was $4.3 billion and $4.0 billion, respectively. Corporate Risk & Broking had organic revenue growth largely driven by the success of our global specialties model, with higher levels of new HWC is the larger of the two segments of the Company, generating approximately 55% of our segment revenue for the year ended December 31, 2025. Addressing four key areas, Health, Wealth, Career and Benefits Delivery & Outsourcing ('BDO'), the segment is focused on addressing our clients' people and risk needs to help them succeed in a global marketplace. The following table sets forth HWC segment revenue for the years ended December 31, 2025 and 2024, and the components of the change in revenue for the year ended December 31, 2025 from the year ended December 31, 2024. --- ## New in Current Filing: ($ in millions) Revenue $ 9,708 $ 9,930 (2)% 1% (3)% (8)% 5% (i)Interest income did not contribute to organic change for the year ended December 31, 2025. Interest income did not contribute to organic change for the year ended December 31, 2025. Revenue for the year ended December 31, 2025 was $9.7 billion, compared to $9.9 billion for the year ended December 31, 2024, a decrease of $222 million, or 2%, 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, 2025. The decrease in as-reported revenue was due primarily to the sale of our TRANZACT business on December 31, 2024. The increase in organic revenue was driven by strong performances in both segments. For additional information, please see the section entitled 'Segment Revenue and Segment Operating Income' elsewhere within this Item 7 of this Annual Report on Form 10-K. 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, 2025, currency translation increased our consolidated revenue by $89 million. The primary currencies driving this change were the Euro and Pound Sterling. Definitions of Constant Currency Change and Organic Change are included in the section entitled 'Non-GAAP Financial Measures' elsewhere within this Item 7 of this Annual Report on Form 10-K. --- ## New in Current Filing: Risk & Broking ('R&B') The Risk & Broking ('R&B') segment provides a broad range of risk advice, insurance brokerage and consulting services to clients worldwide ranging from small businesses to multinational corporations. R&B generated approximately 45% of our segment revenue for the year ended December 31, 2025. The segment comprises two primary businesses - Corporate Risk & Broking and Insurance Consulting and Technology. The following table sets forth R&B segment revenue for the years ended December 31, 2025 and 2024, and the components of the change in revenue for the year ended December 31, 2025 from the year ended December 31, 2024. --- ## New in Current Filing: ($ in millions) Revenue $ 9,708 $ 9,930 (2)% 1% (3)% (8)% 5% (i)Interest income did not contribute to organic change for the year ended December 31, 2025. Interest income did not contribute to organic change for the year ended December 31, 2025. Revenue for the year ended December 31, 2025 was $9.7 billion, compared to $9.9 billion for the year ended December 31, 2024, a decrease of $222 million, or 2%, 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, 2025. The decrease in as-reported revenue was due primarily to the sale of our TRANZACT business on December 31, 2024. The increase in organic revenue was driven by strong performances in both segments. For additional information, please see the section entitled 'Segment Revenue and Segment Operating Income' elsewhere within this Item 7 of this Annual Report on Form 10-K. 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, 2025, currency translation increased our consolidated revenue by $89 million. The primary currencies driving this change were the Euro and Pound Sterling. Definitions of Constant Currency Change and Organic Change are included in the section entitled 'Non-GAAP Financial Measures' elsewhere within this Item 7 of this Annual Report on Form 10-K. --- ## New in Current Filing: Costs of Providing Services Total costs of providing services for the year ended December 31, 2025 were $7.5 billion, compared to $9.3 billion for the year ended December 31, 2024, a decrease of $1.8 billion, or 20%. See the following discussion for further details. Salaries and Benefits Salaries and benefits for the year ended December 31, 2025 were $5.6 billion, compared to $5.5 billion for the year ended December 31, 2024, an increase of $123 million, or 2%. The increase in the current year is primarily due to higher salary expense, driven by increased cost-of-living compensation adjustments, and higher share-based compensation costs. Salaries and benefits, as a percentage of revenue, represented 58% and 55% for the years ended December 31, 2025 and 2024, 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. Other operating expenses for the year ended December 31, 2025 were $1.4 billion, compared to $1.8 billion for the year ended December 31, 2024, a decrease of $425 million, or 23%. The decrease was primarily due to lower marketing expenses attributable to the sale of our TRANZACT business on December 31, 2024, decreased office expenses, and lower professional services and occupancy costs, partially offset by higher non-income-related tax expense for the current year as compared to the prior year. Impairment Impairment for the year ended December 31, 2024 was $1.0 billion. Impairment was attributable to the goodwill impairment associated with our Benefits Delivery & Outsourcing ('BDO') 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, 2025 was $226 million, compared to $230 million for the year ended December 31, 2024, a decrease of $4 million, or 2%. The decrease was primarily due to a lower depreciable base of assets resulting from disposals associated with the Company's Transformation program that concluded in the fourth quarter of 2024 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 customer relationships, trade names and internally-developed software. Amortization for the year ended December 31, 2025 was $192 million, compared to $226 million for the year ended December 31, 2024, a decrease of $34 million, or 15%. 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 has decreased and will continue to decrease over time. Restructuring Costs Restructuring costs for the year ended December 31, 2024 was $61 million and primarily related to the real estate rationalization component of our completed Transformation program (see Note 6 - Restructuring Costs within Item 8 of this Annual Report on Form 10-K). 51 51 Transaction and TransformationTransaction and transformation costs for the year ended December 31, 2025 were $23 million, compared to $409 million for the year ended December 31, 2024, a decrease of $386 million. Transaction and transformation costs in the current year were comprised of transaction-related costs, and costs incurred in the prior year primarily included consulting and compensation costs related to our completed Transformation program.Income from OperationsIncome from operations for the year ended December 31, 2025 was $2.2 billion, compared to $627 million for the year ended December 31, 2024, an increase of $1.6 billion. This increase resulted primarily from the current-year absence of impairment expense associated with the prior-year sale of our TRANZACT business (see Note 3 - Acquisitions and Divestitures within Item 8 of this Annual Report on Form 10-K), lower transformation and transaction costs due to the completion of our Transformation program during the fourth quarter of 2024, lower marketing expenses, decreased office expenses and lower professional services costs in the current year, partially offset by lower revenue due to the prior-year sale of our TRANZACT business. Interest ExpenseInterest expense for the years ended December 31, 2025 and 2024 was $260 million and $263 million, respectively. Interest expense, which is attributable primarily to our senior notes, decreased by $3 million for the year ended December 31, 2025, which was primarily due to a lower average level of indebtedness in the current year.Other (Loss)/Income, NetOther (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, 2025 was a loss of $21 million, compared to a loss of $262 million for the year ended December 31, 2024, a decreased loss of $241 million. The decreased 2025 loss was primarily due to gains on disposals of operations in the current year, as compared to the significant loss on disposal in the prior year, which was attributable to the sale of our TRANZACT business, partially offset by lower pension income, which was a result of a significant pension settlement in the current year, and the recognition of a $750 million earnout related to the 2021 sale of our Willis Re business which was received during the first half of 2025 (see Note 3 - Acquisitions and Divestitures and Note 13 - Retirement Benefits within Item 8 of this Annual Report on Form 10-K).Provision for Income TaxesProvision for income taxes for the year ended December 31, 2025 was $318 million, compared to $192 million for the year ended December 31, 2024. The effective tax rates for the years ended December 31, 2025 and 2024 were 16.3% and 188.8%, 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 $79 million tax benefit adjustment related to both the final allocation of the Willis Re earnout received and a change in uncertain tax positions. The prior-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. In January 2026, the Organisation for Economic Co-operation and Development 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. However, these new safe harbor rules do not affect the application of a qualified domestic minimum top-up tax. 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 Income/(Loss) Attributable to WTWNet income attributable to WTW for the year ended December 31, 2025 was $1.6 billion, compared to a net loss of $98 million for the year ended December 31, 2024, an increase of $1.7 billion. This increase resulted primarily from the current-year absence of loss on disposal and impairment expense associated with the sale of our TRANZACT business (see Note 3 - Acquisitions and Divestitures Transaction and Transformation Transaction and transformation costs for the year ended December 31, 2025 were $23 million, compared to $409 million for the year ended December 31, 2024, a decrease of $386 million. Transaction and transformation costs in the current year were comprised of transaction-related costs, and costs incurred in the prior year primarily included consulting and compensation costs related to our completed Transformation program. --- ## New in Current Filing: Income from Operations Income from operations for the year ended December 31, 2025 was $2.2 billion, compared to $627 million for the year ended December 31, 2024, an increase of $1.6 billion. This increase resulted primarily from the current-year absence of impairment expense associated with the prior-year sale of our TRANZACT business (see Note 3 - Acquisitions and Divestitures within Item 8 of this Annual Report on Form 10-K), lower transformation and transaction costs due to the completion of our Transformation program during the fourth quarter of 2024, lower marketing expenses, decreased office expenses and lower professional services costs in the current year, partially offset by lower revenue due to the prior-year sale of our TRANZACT business. --- ## New in Current Filing: Interest Expense Interest expense for the years ended December 31, 2025 and 2024 was $260 million and $263 million, respectively. Interest expense, which is attributable primarily to our senior notes, decreased by $3 million for the year ended December 31, 2025, which was primarily due to a lower average level of indebtedness in the current year. --- ## New in Current Filing: 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, 2025 was a loss of $21 million, compared to a loss of $262 million for the year ended December 31, 2024, a decreased loss of $241 million. The decreased 2025 loss was primarily due to gains on disposals of operations in the current year, as compared to the significant loss on disposal in the prior year, which was attributable to the sale of our TRANZACT business, partially offset by lower pension income, which was a result of a significant pension settlement in the current year, and the recognition of a $750 million earnout related to the 2021 sale of our Willis Re business which was received during the first half of 2025 (see Note 3 - Acquisitions and Divestitures and Note 13 - Retirement Benefits within Item 8 of this Annual Report on Form 10-K). --- ## New in Current Filing: Provision for Income Taxes Provision for income taxes for the year ended December 31, 2025 was $318 million, compared to $192 million for the year ended December 31, 2024. The effective tax rates for the years ended December 31, 2025 and 2024 were 16.3% and 188.8%, 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 $79 million tax benefit adjustment related to both the final allocation of the Willis Re earnout received and a change in uncertain tax positions. The prior-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. In January 2026, the Organisation for Economic Co-operation and Development 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. However, these new safe harbor rules do not affect the application of a qualified domestic minimum top-up tax. 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. --- ## New in Current Filing: Net Income/(Loss) Attributable to WTW Net income attributable to WTW for the year ended December 31, 2025 was $1.6 billion, compared to a net loss of $98 million for the year ended December 31, 2024, an increase of $1.7 billion. This increase resulted primarily from the current-year absence of loss on disposal and impairment expense associated with the sale of our TRANZACT business (see Note 3 - Acquisitions and Divestitures 52 52 within Item 8 of this Annual Report on Form 10-K) in the prior year, lower transformation and transaction costs due to the completion of our Transformation program during the fourth quarter of 2024, and lower marketing expenses for the current year, partially offset by higher tax expense due to prior-year tax benefits attributable to the losses associated with the TRANZACT sale as well as lower revenue due to the sale. Liquidity and Capital ResourcesExecutive Summary Our principal sources of liquidity funding our short-term and long-term obligations at December 31, 2025 are funds generated by operating activities, available cash and cash equivalents and amounts available under our revolving credit facility and any new debt offerings. 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, including debt repayment, 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 recently-amended and restated $1.5 billion revolving credit facility and our recently-acquired $775 million delayed draw term loan. During the year ended December 31, 2025, we completed offerings of $700 million aggregate principal amount of 4.550% senior notes due 2031 and $300 million aggregate principal amount of 5.150% senior notes due 2036. The net proceeds from the 2025 senior notes offering, after deducting underwriter discounts and commissions and estimated offering expenses, were $989 million and were used to pay the consideration for our Newfront acquisition, which was completed on January 27, 2026, and related fees, costs and expenses. Any remaining proceeds, coupled with borrowings against our new delayed draw term loan, will be used to repay in full the $550 million aggregate principal amount of the 4.400% senior notes due 2026 and related accrued interest, and to fund additional acquisitions (see Note 3 - Acquisitions and Divestitures, Note 11 - Debt and Note 22 - Subsequent Events within Item 8 of this Annual Report on Form 10-K). Additionally, under our minority ownership interest in a joint venture with Bain Capital, in connection with which we re-entered the reinsurance broking space during the fourth quarter of 2024, we have an option to acquire a controlling interest in the joint venture in the future. Given the initial funding needs of a start-up venture, we expect to make certain capital contributions from time to time resulting in a reduction to earnings until such time as the joint venture generates sufficient revenue to be profitable.During the year ended December 31, 2025, we repurchased $1.6 billion of our outstanding shares and have authorization to repurchase an additional $1.3 billion under our share repurchase program (as further described below under 'Share Repurchase Program'). 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 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, 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). 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 the receipt of dividends or sale of 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, the Company has not provided for deferred taxes on outside basis differences in our investments, as these outside basis differences can either be repatriated in a nontaxable manner or are considered permanently reinvested. If future events, including material changes in estimates of cash, working capital, long-term investment within Item 8 of this Annual Report on Form 10-K) in the prior year, lower transformation and transaction costs due to the completion of our Transformation program during the fourth quarter of 2024, and lower marketing expenses for the current year, partially offset by higher tax expense due to prior-year tax benefits attributable to the losses associated with the TRANZACT sale as well as lower revenue due to the sale. --- ## New in Current Filing: Executive Summary Our principal sources of liquidity funding our short-term and long-term obligations at December 31, 2025 are funds generated by operating activities, available cash and cash equivalents and amounts available under our revolving credit facility and any new debt offerings. 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, including debt repayment, 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 recently-amended and restated $1.5 billion revolving credit facility and our recently-acquired $775 million delayed draw term loan. During the year ended December 31, 2025, we completed offerings of $700 million aggregate principal amount of 4.550% senior notes due 2031 and $300 million aggregate principal amount of 5.150% senior notes due 2036. The net proceeds from the 2025 senior notes offering, after deducting underwriter discounts and commissions and estimated offering expenses, were $989 million and were used to pay the consideration for our Newfront acquisition, which was completed on January 27, 2026, and related fees, costs and expenses. Any remaining proceeds, coupled with borrowings against our new delayed draw term loan, will be used to repay in full the $550 million aggregate principal amount of the 4.400% senior notes due 2026 and related accrued interest, and to fund additional acquisitions (see Note 3 - Acquisitions and Divestitures, Note 11 - Debt and Note 22 - Subsequent Events within Item 8 of this Annual Report on Form 10-K). Additionally, under our minority ownership interest in a joint venture with Bain Capital, in connection with which we re-entered the reinsurance broking space during the fourth quarter of 2024, we have an option to acquire a controlling interest in the joint venture in the future. Given the initial funding needs of a start-up venture, we expect to make certain capital contributions from time to time resulting in a reduction to earnings until such time as the joint venture generates sufficient revenue to be profitable. During the year ended December 31, 2025, we repurchased $1.6 billion of our outstanding shares and have authorization to repurchase an additional $1.3 billion under our share repurchase program (as further described below under 'Share Repurchase Program'). 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 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, 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). 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 the receipt of dividends or sale of 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, the Company has not provided for deferred taxes on outside basis differences in our investments, as these outside basis differences can either be repatriated in a nontaxable manner or are considered permanently reinvested. If future events, including material changes in estimates of cash, working capital, long-term investment 53 53 requirements or additional legislation, necessitate that these earnings be distributed, an additional provision for income and foreign withholding taxes, net of 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 EquivalentsOur cash and cash equivalents at December 31, 2025 and 2024 totaled $3.1 billion and $1.9 billion, respectively. The significant changes in cash from December 31, 2024 to December 31, 2025 were due primarily to $1.8 billion of net cash from operations, $1.0 billion issuance of senior notes, receipt of the $750 million earnout related to the 2021 sale of our Willis Re business and $62 million associated with the settlement of a note receivable related to the sale of our Max Matthiessen subsidiary in 2020, partially offset by cash outflows of $1.6 billion of share repurchases, $358 million of dividend payments, $229 million of capital expenditures and capitalized software additions and $194 million of other investing outflows. Additionally, at December 31, 2025 we had all of the borrowing capacity available to draw against our $1.5 billion revolving credit facility, which was amended and restated on October 17, 2025 (see Note 11 - Debt within Item 8 of this Annual Report on Form 10-K). Included within cash and cash equivalents at December 31, 2025 and 2024 are amounts held for regulatory capital adequacy requirements, including $105 million and $104 million, respectively, within our regulated U.K. entities.Summarized Consolidated Cash FlowsThe following table presents the summarized consolidated cash flow information for the years ended: Years ended December 31, 2025 2024 (in millions) Net cash from/(used in): Operating activities $ 1,775 $ 1,512 Investing activities 447 250 Financing activities (936 ) (459 ) INCREASE IN CASH, CASH EQUIVALENTS AND RESTRICTED CASH 1,286 1,303 Effect of exchange rate changes on cash, cash equivalents and restricted cash 203 (97 ) CASH, CASH EQUIVALENTS AND RESTRICTED CASH, BEGINNING OF YEAR (i) 4,998 3,792 CASH, CASH EQUIVALENTS AND RESTRICTED CASH, END OF YEAR (i) $ 6,487 $ 4,998 (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 ActivitiesCash flows from operating activities were $1.8 billion for 2025, compared to $1.5 billion for 2024. The $1.8 billion net cash from operating activities for 2025 included net income of $1.6 billion and $873 million of favorable non-cash adjustments, partially offset by unfavorable changes in operating assets and liabilities of $711 million. The $873 million 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 and lower Transformation program residual cash outflows. Cash flows from operating activities of $1.5 billion 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 included impairment, depreciation, amortization and non-cash lease expense. Cash Flows From Investing ActivitiesCash flows from investing activities for the year ended December 31, 2025 were $447 million compared to cash flows from investing activities of $250 million for the year ended December 31, 2024. The cash flows from investing activities in the current year consisted primarily of net proceeds from sales of operations resulting from divestitures that occurred in prior years. These inflows were partially offset by capital expenditures, including software additions, our net purchases of held-to-maturity and available-for-sale securities and cash and fiduciary fund transfers. requirements or additional legislation, necessitate that these earnings be distributed, an additional provision for income and foreign withholding taxes, net of 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. --- ## New in Current Filing: Cash and Cash Equivalents Our cash and cash equivalents at December 31, 2025 and 2024 totaled $3.1 billion and $1.9 billion, respectively. The significant changes in cash from December 31, 2024 to December 31, 2025 were due primarily to $1.8 billion of net cash from operations, $1.0 billion issuance of senior notes, receipt of the $750 million earnout related to the 2021 sale of our Willis Re business and $62 million associated with the settlement of a note receivable related to the sale of our Max Matthiessen subsidiary in 2020, partially offset by cash outflows of $1.6 billion of share repurchases, $358 million of dividend payments, $229 million of capital expenditures and capitalized software additions and $194 million of other investing outflows. Additionally, at December 31, 2025 we had all of the borrowing capacity available to draw against our $1.5 billion revolving credit facility, which was amended and restated on October 17, 2025 (see Note 11 - Debt within Item 8 of this Annual Report on Form 10-K). Included within cash and cash equivalents at December 31, 2025 and 2024 are amounts held for regulatory capital adequacy requirements, including $105 million and $104 million, respectively, within our regulated U.K. entities. --- ## New in Current Filing: Summarized Consolidated Cash Flows The following table presents the summarized consolidated cash flow information for the years ended: --- ## New in Current Filing: (in millions) Net cash from/(used in): Operating activities $ 1,775 $ 1,512 Investing activities 447 250 Financing activities (936 ) (459 ) INCREASE IN CASH, CASH EQUIVALENTS AND RESTRICTED CASH 1,286 1,303 Effect of exchange rate changes on cash, cash equivalents and restricted cash 203 (97 ) CASH, CASH EQUIVALENTS AND RESTRICTED CASH, BEGINNING OF YEAR (i) 4,998 3,792 CASH, CASH EQUIVALENTS AND RESTRICTED CASH, END OF YEAR (i) $ 6,487 $ 4,998 (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. 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. --- ## New in Current Filing: Cash Flows From Operating Activities Cash flows from operating activities were $1.8 billion for 2025, compared to $1.5 billion for 2024. The $1.8 billion net cash from operating activities for 2025 included net income of $1.6 billion and $873 million of favorable non-cash adjustments, partially offset by unfavorable changes in operating assets and liabilities of $711 million. The $873 million 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 and lower Transformation program residual cash outflows. Cash flows from operating activities of $1.5 billion 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 included impairment, depreciation, amortization and non-cash lease expense. --- ## New in Current Filing: Cash Flows From Investing Activities Cash flows from investing activities for the year ended December 31, 2025 were $447 million compared to cash flows from investing activities of $250 million for the year ended December 31, 2024. The cash flows from investing activities in the current year consisted primarily of net proceeds from sales of operations resulting from divestitures that occurred in prior years. These inflows were partially offset by capital expenditures, including software additions, our net purchases of held-to-maturity and available-for-sale securities and cash and fiduciary fund transfers. 54 54 Cash flows from investing activities of $250 million for the year ended December 31, 2024 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 $104 million.Cash Flows Used In Financing ActivitiesCash flows used in financing activities for the year ended December 31, 2025 were $936 million. The significant financing activities included share repurchases of $1.6 billion and dividend payments of $358 million, partially offset by $984 million of net proceeds from the issuance of debt and net proceeds from fiduciary funds held for clients of $172 million.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. IndebtednessTotal debt, total equity, and the capitalization ratio at December 31, 2025 and December 31, 2024 were as follows: December 31, 2025 2024 (in millions) Long-term debt $ 5,756 $ 5,309 Current debt 550 - Total debt $ 6,306 $ 5,309 Total WTW shareholders' equity $ 7,976 $ 7,940 Capitalization ratio 44.2 % 40.1 % At December 31, 2025, our mandatory debt repayments over the next twelve months include $550 million outstanding on our 4.400% senior notes, which will mature during the first quarter of 2026. In addition, our $1.5 billion revolving credit facility, which was set to expire on October 6, 2026, was replaced on October 17, 2025 by our third amended and restated $1.5 billion revolving credit facility (see Note 11 - Debt within Item 8 of this Annual Report on Form 10-K). For more information regarding our current and long-term debt, please see 'Supplemental Guarantor Financial Information' elsewhere within this Item 7 of this Annual Report on Form 10-K.At December 31, 2025 and 2024, we were in compliance with all financial covenants.Fiduciary FundsAs 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, 2025 and 2024, we had fiduciary funds of $3.8 billion and $3.4 billion, respectively. Cash flows from investing activities of $250 million for the year ended December 31, 2024 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 $104 million. --- ## New in Current Filing: Cash Flows Used In Financing Activities Cash flows used in financing activities for the year ended December 31, 2025 were $936 million. The significant financing activities included share repurchases of $1.6 billion and dividend payments of $358 million, partially offset by $984 million of net proceeds from the issuance of debt and net proceeds from fiduciary funds held for clients of $172 million. 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. --- ## New in Current Filing: Indebtedness Total debt, total equity, and the capitalization ratio at December 31, 2025 and December 31, 2024 were as follows: --- ## New in Current Filing: (in millions) Net cash from/(used in): Operating activities $ 1,775 $ 1,512 Investing activities 447 250 Financing activities (936 ) (459 ) INCREASE IN CASH, CASH EQUIVALENTS AND RESTRICTED CASH 1,286 1,303 Effect of exchange rate changes on cash, cash equivalents and restricted cash 203 (97 ) CASH, CASH EQUIVALENTS AND RESTRICTED CASH, BEGINNING OF YEAR (i) 4,998 3,792 CASH, CASH EQUIVALENTS AND RESTRICTED CASH, END OF YEAR (i) $ 6,487 $ 4,998 (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. 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. --- ## New in Current Filing: 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, 2025 and 2024, we had fiduciary funds of $3.8 billion and $3.4 billion, respectively. 55 55 Share Repurchase ProgramThe 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.On September 20, 2023, the board of directors approved a $1.0 billion increase to the existing share repurchase program. Additionally, on November 20, 2024, the board of directors approved a $1.0 billion increase to the existing share repurchase program, and on September 16, 2025, approved a $1.5 billion increase to the existing share repurchase program. These increases brought the total approved authorization, since April 20, 2016, to $11.7 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, 2025, approximately $1.3 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, 2025 of $328.60 was 3,931,099.The following table presents specified information about the Company's repurchases of ordinary shares for the year ended December 31, 2025: Year endedDecember 31, 2025 Shares repurchased 5,138,535 Average price per share $321.10 Aggregate repurchase cost (excluding broker costs) $1.6 billion DividendsTotal cash dividends of $358 million were paid during the year ended December 31, 2025. In February 2026, the board of directors approved a quarterly cash dividend of $0.96 per share ($3.84 per share annualized rate), which will be paid on or around April 15, 2026 to shareholders of record as of March 31, 2026.Capital CommitmentsThe Company's capital expenditures for fixed assets and software were $229 million for the year ended December 31, 2025. 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, 2026. We expect cash from operations to adequately provide for these cash needs.Supplemental Guarantor Financial InformationAs of December 31, 2025, WTW has issued the following debt securities (the 'notes'):a)Willis North America Inc. ('Willis North America') has approximately $5.5 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, $750 million were issued on March 5, 2024 and $1.0 billion were issued on December 22, 2025; andb)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 recently-amended and restated $1.5 billion revolving credit facility, on which no balance was outstanding, at December 31, 2025. --- ## New in Current Filing: 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. On September 20, 2023, the board of directors approved a $1.0 billion increase to the existing share repurchase program. Additionally, on November 20, 2024, the board of directors approved a $1.0 billion increase to the existing share repurchase program, and on September 16, 2025, approved a $1.5 billion increase to the existing share repurchase program. These increases brought the total approved authorization, since April 20, 2016, to $11.7 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, 2025, approximately $1.3 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, 2025 of $328.60 was 3,931,099. The following table presents specified information about the Company's repurchases of ordinary shares for the year ended December 31, 2025: --- ## New in Current Filing: Year endedDecember 31, 2025 Shares repurchased 5,138,535 Average price per share $321.10 Aggregate repurchase cost (excluding broker costs) $1.6 billion Dividends Total cash dividends of $358 million were paid during the year ended December 31, 2025. In February 2026, the board of directors approved a quarterly cash dividend of $0.96 per share ($3.84 per share annualized rate), which will be paid on or around April 15, 2026 to shareholders of record as of March 31, 2026. --- ## New in Current Filing: Capital Commitments The Company's capital expenditures for fixed assets and software were $229 million for the year ended December 31, 2025. 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, 2026. We expect cash from operations to adequately provide for these cash needs. --- ## New in Current Filing: Supplemental Guarantor Financial Information As of December 31, 2025, WTW has issued the following debt securities (the 'notes'): a)Willis North America Inc. ('Willis North America') has approximately $5.5 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, $750 million were issued on March 5, 2024 and $1.0 billion were issued on December 22, 2025; and Willis North America Inc. ('Willis North America') has approximately $5.5 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, $750 million were issued on March 5, 2024 and $1.0 billion were issued on December 22, 2025; 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 recently-amended and restated $1.5 billion revolving credit facility, on which no balance was outstanding, at December 31, 2025. 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 recently-amended and restated $1.5 billion revolving credit facility, on which no balance was outstanding, at December 31, 2025. 56 56 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, 2025. 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. are not guarantors under our amended and restated credit agreement (see Note 11 - Debt within Item 8 of this Annual Report on Form 10-K). 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 third amended and restated $1.5 billion 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, 2025 and 2024, 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, 2025 and 2024, the intercompany balances of the Obligor group with non-guarantor subsidiaries were net receivables of $1.9 billion and $1.0 billion, respectively, and net payables of $16.3 billion and $15.1 billion, respectively. 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, 2025. 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. are not guarantors under our amended and restated credit agreement (see Note 11 - Debt within Item 8 of this Annual Report on Form 10-K). Entity --- ## New in Current Filing: 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 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 third amended and restated $1.5 billion revolving credit facility; 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 third amended and restated $1.5 billion revolving credit facility; •are senior in right of payment to all of the issuer's future subordinated debt; and 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. 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, 2025 and 2024, 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, 2025 and 2024, the intercompany balances of the Obligor group with non-guarantor subsidiaries were net receivables of $1.9 billion and $1.0 billion, respectively, and net payables of $16.3 billion and $15.1 billion, respectively. 57 57 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. As of December 31, 2025 As of December 31, 2024 (in millions) Total current assets $ 398 $ 290 Total non-current assets 1,931 1,050 Total current liabilities 7,733 6,254 Total non-current liabilities 15,068 14,442 Year endedDecember 31, 2025 (in millions) Revenue $ 2,242 Income from operations 2,015 Income from operations before income taxes and interest in earnings of associates (i) 924 Net income 1,164 Net income attributable to Willis Towers Watson 1,164 (i)Includes intercompany expense, net of the Obligor group from non-guarantor subsidiaries of $552 million for the year ended December 31, 2025. On January 7, 2026, the Company, together with Trinity Acquisition plc and Willis North America Inc. as borrowers, entered into a $775 million delayed draw term loan (see Note 22 - Subsequent Events within Item 8 of this Annual Report on Form 10-K).Non-GAAP Financial MeasuresIn 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 income/(loss)/margin Adjusted EBITDA/margin Net income/(loss) attributable to WTW Adjusted net income Diluted earnings/(loss) per share Adjusted diluted earnings per share Income from operations before income taxes and interest in earnings of associates 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 BDO reporting unit related to the sale of our TRANZACT business. 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. --- ## New in Current Filing: (in millions) Net cash from/(used in): Operating activities $ 1,775 $ 1,512 Investing activities 447 250 Financing activities (936 ) (459 ) INCREASE IN CASH, CASH EQUIVALENTS AND RESTRICTED CASH 1,286 1,303 Effect of exchange rate changes on cash, cash equivalents and restricted cash 203 (97 ) CASH, CASH EQUIVALENTS AND RESTRICTED CASH, BEGINNING OF YEAR (i) 4,998 3,792 CASH, CASH EQUIVALENTS AND RESTRICTED CASH, END OF YEAR (i) $ 6,487 $ 4,998 (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. 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. --- ## New in Current Filing: (in millions) Net cash from/(used in): Operating activities $ 1,775 $ 1,512 Investing activities 447 250 Financing activities (936 ) (459 ) INCREASE IN CASH, CASH EQUIVALENTS AND RESTRICTED CASH 1,286 1,303 Effect of exchange rate changes on cash, cash equivalents and restricted cash 203 (97 ) CASH, CASH EQUIVALENTS AND RESTRICTED CASH, BEGINNING OF YEAR (i) 4,998 3,792 CASH, CASH EQUIVALENTS AND RESTRICTED CASH, END OF YEAR (i) $ 6,487 $ 4,998 (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. 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. --- ## New in Current Filing: 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: --- ## New in Current Filing: Non-GAAP Measure As reported change Constant currency change As reported change Organic change Income from operations/margin Adjusted operating income/margin Net income/(loss)/margin Adjusted EBITDA/margin Net income/(loss) attributable to WTW Adjusted net income Diluted earnings/(loss) per share Adjusted diluted earnings per share Income from operations before income taxes and interest in earnings of associates 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. 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 BDO reporting unit related to the sale of our TRANZACT business. Impairment - Adjustment to remove the non-cash goodwill impairment associated with our BDO reporting unit related to the sale of our TRANZACT business. 58 58 •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.•Net periodic pension and postretirement benefits - Adjustment to remove the recognition of net periodic pension and postretirement benefits (including pension settlements), other than service costs. We have included this adjustment as applicable in our prior-year disclosures in order to conform to the current-year presentation.•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 ChangeWe 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, 2025 from the year ended December 31, 2024 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 2025 2024 Change Impact Change Divestitures Change (i) ($ in millions) Revenue $ 9,708 $ 9,930 (2)% 1% (3)% (8)% 5% (i)Interest income did not contribute to organic change for the year ended December 31, 2025.For the year ended December 31, 2025, our as-reported revenue decreased by $222 million, or 2%, and our organic revenue increased by 5%. The decrease in as-reported revenue was due primarily to the sale of our TRANZACT business on December 31, 2024. The •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. 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. 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. •Net periodic pension and postretirement benefits - Adjustment to remove the recognition of net periodic pension and postretirement benefits (including pension settlements), other than service costs. We have included this adjustment as applicable in our prior-year disclosures in order to conform to the current-year presentation. Net periodic pension and postretirement benefits - Adjustment to remove the recognition of net periodic pension and postretirement benefits (including pension settlements), other than service costs. We have included this adjustment as applicable in our prior-year disclosures in order to conform to the current-year presentation. •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. 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. --- ## New in Current Filing: 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. 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. 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, 2025 from the year ended December 31, 2024 is as follows. The components of revenue change may not add due to rounding. --- ## New in Current Filing: ($ in millions) Revenue $ 9,708 $ 9,930 (2)% 1% (3)% (8)% 5% (i)Interest income did not contribute to organic change for the year ended December 31, 2025. Interest income did not contribute to organic change for the year ended December 31, 2025. Revenue for the year ended December 31, 2025 was $9.7 billion, compared to $9.9 billion for the year ended December 31, 2024, a decrease of $222 million, or 2%, 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, 2025. The decrease in as-reported revenue was due primarily to the sale of our TRANZACT business on December 31, 2024. The increase in organic revenue was driven by strong performances in both segments. For additional information, please see the section entitled 'Segment Revenue and Segment Operating Income' elsewhere within this Item 7 of this Annual Report on Form 10-K. 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, 2025, currency translation increased our consolidated revenue by $89 million. The primary currencies driving this change were the Euro and Pound Sterling. Definitions of Constant Currency Change and Organic Change are included in the section entitled 'Non-GAAP Financial Measures' elsewhere within this Item 7 of this Annual Report on Form 10-K. --- ## New in Current Filing: Adjusted Operating Income/Margin We consider adjusted operating income/margin to be important financial measures, which are used internally to evaluate and assess our core operations and to benchmark our operating results against our competitors. Adjusted operating income is defined as income from operations adjusted for impairment, amortization, restructuring costs, transaction and transformation and non-recurring items that, in management's judgment, significantly affect the period-over-period assessment of operating results. Adjusted operating income margin is calculated by dividing adjusted operating income by revenue. Reconciliations of income from operations to adjusted operating income for the years ended December 31, 2025 and 2024 are as follows: --- ## New in Current Filing: ($ in millions) Revenue $ 9,708 $ 9,930 (2)% 1% (3)% (8)% 5% (i)Interest income did not contribute to organic change for the year ended December 31, 2025. Interest income did not contribute to organic change for the year ended December 31, 2025. Revenue for the year ended December 31, 2025 was $9.7 billion, compared to $9.9 billion for the year ended December 31, 2024, a decrease of $222 million, or 2%, 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, 2025. The decrease in as-reported revenue was due primarily to the sale of our TRANZACT business on December 31, 2024. The increase in organic revenue was driven by strong performances in both segments. For additional information, please see the section entitled 'Segment Revenue and Segment Operating Income' elsewhere within this Item 7 of this Annual Report on Form 10-K. 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, 2025, currency translation increased our consolidated revenue by $89 million. The primary currencies driving this change were the Euro and Pound Sterling. Definitions of Constant Currency Change and Organic Change are included in the section entitled 'Non-GAAP Financial Measures' elsewhere within this Item 7 of this Annual Report on Form 10-K. --- ## New in Current Filing: Adjusted EBITDA/Margin We consider adjusted EBITDA/margin to be important financial measures, which are used internally to evaluate and assess our core operations, to benchmark our operating results against our competitors and to evaluate and measure our performance-based compensation plans. Adjusted EBITDA is defined as net income/(loss) adjusted for provision for income taxes, interest expense, impairment, depreciation and amortization, restructuring costs, transaction and transformation, gains and losses on disposals of operations, net periodic pension and postretirement benefits and non-recurring items that, in management's judgment, significantly affect the period-over-period assessment of operating results. Adjusted EBITDA margin is calculated by dividing adjusted EBITDA by revenue. 60 60 Reconciliations of net income/(loss) to adjusted EBITDA for the years ended December 31, 2025 and 2024 are as follows: Years Ended December 31, 2025 2024 ($ in millions) NET INCOME/(LOSS) $ 1,613 $ (88 ) Provision for income taxes 318 192 Interest expense 260 263 Impairment - 1,042 Depreciation 226 230 Amortization 192 226 Restructuring costs - 61 Transaction and transformation 23 409 Provision for specified litigation matter (i) - 13 Net periodic pension and postretirement benefits 46 (64 ) (Gain)/loss on disposal of operations (40 ) 337 Adjusted EBITDA $ 2,638 $ 2,621 Net income/(loss) margin 16.6 % (0.9 )% Adjusted EBITDA margin 27.2 % 26.4 % (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. Because of this, while we do not believe the potential litigation is material, 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 EBITDA for both the years ended December 31, 2025 and 2024 was $2.6 billion, an increase of $17 million. This increase resulted primarily due to lower marketing expenses, decreased office expenses and lower professional services costs in the current year, partially offset by lower revenue due to the prior-year sale of our TRANZACT business, and lower pension income and higher salary expense in the current year. Adjusted Net Income and Adjusted Diluted Earnings Per ShareAdjusted net income is defined as net income/(loss) attributable to WTW adjusted for impairment, amortization, restructuring costs, transaction and transformation, gains and losses on disposals of operations, net periodic pension and postretirement benefits and non-recurring items that, in management's judgment, significantly affect the period-over-period assessment of operating results and the related tax effect of those adjustments and the tax effects of significant adjustments. This measure is used solely for the purpose of calculating adjusted diluted earnings per share.Adjusted diluted earnings per share is defined as adjusted net income divided by the weighted-average number of ordinary shares, diluted. Adjusted diluted earnings per share is used to internally evaluate and assess our core operations and to benchmark our operating results against our competitors. When there is a net loss attributable to WTW for the period, basic and diluted shares and earnings per share are the same values. Reconciliations of net income/(loss) to adjusted EBITDA for the years ended December 31, 2025 and 2024 are as follows: --- ## New in Current Filing: ($ in millions) Revenue $ 9,708 $ 9,930 (2)% 1% (3)% (8)% 5% (i)Interest income did not contribute to organic change for the year ended December 31, 2025. Interest income did not contribute to organic change for the year ended December 31, 2025. Revenue for the year ended December 31, 2025 was $9.7 billion, compared to $9.9 billion for the year ended December 31, 2024, a decrease of $222 million, or 2%, 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, 2025. The decrease in as-reported revenue was due primarily to the sale of our TRANZACT business on December 31, 2024. The increase in organic revenue was driven by strong performances in both segments. For additional information, please see the section entitled 'Segment Revenue and Segment Operating Income' elsewhere within this Item 7 of this Annual Report on Form 10-K. 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, 2025, currency translation increased our consolidated revenue by $89 million. The primary currencies driving this change were the Euro and Pound Sterling. Definitions of Constant Currency Change and Organic Change are included in the section entitled 'Non-GAAP Financial Measures' elsewhere within this Item 7 of this Annual Report on Form 10-K. --- ## New in Current Filing: Adjusted Net Income and Adjusted Diluted Earnings Per Share Adjusted net income is defined as net income/(loss) attributable to WTW adjusted for impairment, amortization, restructuring costs, transaction and transformation, gains and losses on disposals of operations, net periodic pension and postretirement benefits and non-recurring items that, in management's judgment, significantly affect the period-over-period assessment of operating results and the related tax effect of those adjustments and the tax effects of significant adjustments. This measure is used solely for the purpose of calculating adjusted diluted earnings per share. Adjusted diluted earnings per share is defined as adjusted net income divided by the weighted-average number of ordinary shares, diluted. Adjusted diluted earnings per share is used to internally evaluate and assess our core operations and to benchmark our operating results against our competitors. When there is a net loss attributable to WTW for the period, basic and diluted shares and earnings per share are the same values. 61 61 Reconciliations of net income/(loss) attributable to WTW to adjusted diluted earnings per share for the years ended December 31, 2025 and 2024 are as follows: Years Ended December 31, 2025 2024 ($ and weighted-average shares in millions) NET INCOME/(LOSS) ATTRIBUTABLE TO WTW $ 1,605 $ (98 ) Adjusted for certain items: Impairment - 1,042 Amortization 192 226 Restructuring costs - 61 Transaction and transformation 23 409 Provision for specified litigation matter (i) - 13 Net periodic pension and postretirement benefits 46 (64 ) (Gain)/loss on disposal of operations (40 ) 337 Tax effect on certain items listed above (ii) (61 ) (254 ) Tax effect of significant adjustments (79 ) (7 ) $ 1,686 $ 1,665 Weighted-average ordinary shares - diluted 99 102 Diluted earnings/(loss) per share $ 16.26 $ (0.96 ) Adjusted for certain items (iii): Impairment - 10.20 Amortization 1.95 2.21 Restructuring costs - 0.60 Transaction and transformation 0.23 4.00 Provision for specified litigation matter (i) - 0.13 Net periodic pension and postretirement benefits 0.47 (0.63 ) (Gain)/loss on disposal of operations (0.41 ) 3.30 Tax effect on certain items listed above (ii) (0.62 ) (2.49 ) Tax effect of significant adjustments (0.80 ) (0.07 ) Adjusted diluted earnings per share (iii) $ 17.08 $ 16.29 (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. Because of this, while we do not believe the potential litigation is material, 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, 2025 as compared to the year ended December 31, 2024 primarily due to lower marketing expenses, decreased office expenses and lower professional services costs in the current year, partially offset by lower revenue due to the prior-year sale of our TRANZACT business, and lower pension income and higher salary expense in the current year.Adjusted Income Before Taxes and Adjusted Income Taxes/Tax RateAdjusted income before taxes is defined as income from operations before income taxes and interest in earnings of associates adjusted for impairment, amortization, restructuring costs, transaction and transformation, gains and losses on disposals of operations, net periodic pension and postretirement benefits 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. Reconciliations of net income/(loss) attributable to WTW to adjusted diluted earnings per share for the years ended December 31, 2025 and 2024 are as follows: --- ## New in Current Filing: ($ and weighted-average shares in millions) NET INCOME/(LOSS) ATTRIBUTABLE TO WTW $ 1,605 $ (98 ) Adjusted for certain items: Impairment - 1,042 Amortization 192 226 Restructuring costs - 61 Transaction and transformation 23 409 Provision for specified litigation matter (i) - 13 Net periodic pension and postretirement benefits 46 (64 ) (Gain)/loss on disposal of operations (40 ) 337 Tax effect on certain items listed above (ii) (61 ) (254 ) Tax effect of significant adjustments (79 ) (7 ) $ 1,686 $ 1,665 Weighted-average ordinary shares - diluted 99 102 Diluted earnings/(loss) per share $ 16.26 $ (0.96 ) Adjusted for certain items (iii): Impairment - 10.20 Amortization 1.95 2.21 Restructuring costs - 0.60 Transaction and transformation 0.23 4.00 Provision for specified litigation matter (i) - 0.13 Net periodic pension and postretirement benefits 0.47 (0.63 ) (Gain)/loss on disposal of operations (0.41 ) 3.30 Tax effect on certain items listed above (ii) (0.62 ) (2.49 ) Tax effect of significant adjustments (0.80 ) (0.07 ) Adjusted diluted earnings per share (iii) $ 17.08 $ 16.29 (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. Because of this, while we do not believe the potential litigation is material, we believe excluding this matter from adjusted results makes results more comparable from period to period and more representative of our core business operations. 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. Because of this, while we do not believe the potential litigation is material, 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. The tax effect was calculated using an effective tax rate for each item. (iii)Per share values and totals may differ due to rounding. Per share values and totals may differ due to rounding. Our adjusted diluted earnings per share increased for the year ended December 31, 2025 as compared to the year ended December 31, 2024 primarily due to lower marketing expenses, decreased office expenses and lower professional services costs in the current year, partially offset by lower revenue due to the prior-year sale of our TRANZACT business, and lower pension income and higher salary expense in the current year. --- ## New in Current Filing: Adjusted Income Before Taxes and Adjusted Income Taxes/Tax Rate Adjusted income before taxes is defined as income from operations before income taxes and interest in earnings of associates adjusted for impairment, amortization, restructuring costs, transaction and transformation, gains and losses on disposals of operations, net periodic pension and postretirement benefits 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. 62 62 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 operations before income taxes to adjusted income before taxes and provision for income taxes to adjusted income taxes for the years ended December 31, 2025 and 2024 are as follows: Years Ended December 31, 2025 2024 ($ in millions) INCOME FROM OPERATIONS BEFORE INCOME TAXES AND INTEREST IN EARNINGS OF ASSOCIATES $ 1,953 $ 102 Adjusted for certain items: Impairment - 1,042 Amortization 192 226 Restructuring costs - 61 Transaction and transformation 23 409 Provision for specified litigation matter (i) - 13 Net periodic pension and postretirement benefits 46 (64 ) (Gain)/loss on disposal of operations (40 ) 337 Adjusted income before taxes $ 2,174 $ 2,126 Provision for income taxes $ 318 $ 192 Tax effect on certain items listed above (ii) 61 254 Tax effect of significant adjustments 79 7 Adjusted income taxes $ 458 $ 453 U.S. GAAP tax rate 16.3 % 188.8 % Adjusted income tax rate 21.1 % 21.3 % (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. Because of this, while we do not believe the potential litigation is material, 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 16.3% and 188.8% for the years ended December 31, 2025 and 2024, respectively. The current-year U.S. GAAP effective tax rate includes a $79 million tax benefit adjustment related to both the final allocation of the Willis Re earnout received from the sale of our Willis Re business and a change in uncertain tax positions. The prior-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 $34 million provision for changes in uncertain tax positions.Our adjusted income tax rates were 21.1% and 21.3% for the years ended December 31, 2025 and 2024, respectively. Free Cash Flow/MarginFree cash flow is defined as cash flows from operating activities less cash used to purchase fixed assets and software. Free cash flow margin, which we include on an annual basis as seasonal fluctuations in our revenue render it not meaningful during interim periods, is calculated by dividing free cash flow by revenue.As a result of our change in presentation, free cash flow and free cash flow margin for the prior year have been adjusted to conform to the current year, which includes the deduction of our capitalized software costs.Management believes that free cash flow and free cash flow margin present the core operating performance and cash generating capabilities of our business operations. Management believes that the adjusted income tax rate presents a rate that is more closely aligned to the rate that we would incur if not for the reduction of pre-tax income for the adjusted items and the tax effects of internal reorganizations, which are not core to our current and future operations. Reconciliations of income from operations before income taxes to adjusted income before taxes and provision for income taxes to adjusted income taxes for the years ended December 31, 2025 and 2024 are as follows: --- ## New in Current Filing: ($ in millions) Revenue $ 9,708 $ 9,930 (2)% 1% (3)% (8)% 5% (i)Interest income did not contribute to organic change for the year ended December 31, 2025. Interest income did not contribute to organic change for the year ended December 31, 2025. Revenue for the year ended December 31, 2025 was $9.7 billion, compared to $9.9 billion for the year ended December 31, 2024, a decrease of $222 million, or 2%, 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, 2025. The decrease in as-reported revenue was due primarily to the sale of our TRANZACT business on December 31, 2024. The increase in organic revenue was driven by strong performances in both segments. For additional information, please see the section entitled 'Segment Revenue and Segment Operating Income' elsewhere within this Item 7 of this Annual Report on Form 10-K. 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, 2025, currency translation increased our consolidated revenue by $89 million. The primary currencies driving this change were the Euro and Pound Sterling. Definitions of Constant Currency Change and Organic Change are included in the section entitled 'Non-GAAP Financial Measures' elsewhere within this Item 7 of this Annual Report on Form 10-K. --- ## New in Current Filing: Free Cash Flow/Margin Free cash flow is defined as cash flows from operating activities less cash used to purchase fixed assets and software. 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. As a result of our change in presentation, free cash flow and free cash flow margin for the prior year have been adjusted to conform to the current year, which includes the deduction of our capitalized software costs. Management believes that free cash flow and free cash flow margin present the core operating performance and cash generating capabilities of our business operations. 63 63 Reconciliations of cash flows from operating activities to free cash flow for the years ended December 31, 2025 and 2024 are as follows: Years ended December 31, 2025 2024 (in millions) Cash flows from operating activities $ 1,775 $ 1,512 Less: Additions to fixed assets and software (229 ) (245 ) Free cash flow $ 1,546 $ 1,267 Revenue $ 9,708 $ 9,930 Free cash flow margin 15.9 % 12.8 % The increase in free cash flow during the current year was primarily driven by operating margin expansion and lower Transformation program residual cash outflows. Critical Accounting EstimatesThese 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, 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. 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. Income TaxesThe 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 Reconciliations of cash flows from operating activities to free cash flow for the years ended December 31, 2025 and 2024 are as follows: --- ## New in Current Filing: (in millions) Net cash from/(used in): Operating activities $ 1,775 $ 1,512 Investing activities 447 250 Financing activities (936 ) (459 ) INCREASE IN CASH, CASH EQUIVALENTS AND RESTRICTED CASH 1,286 1,303 Effect of exchange rate changes on cash, cash equivalents and restricted cash 203 (97 ) CASH, CASH EQUIVALENTS AND RESTRICTED CASH, BEGINNING OF YEAR (i) 4,998 3,792 CASH, CASH EQUIVALENTS AND RESTRICTED CASH, END OF YEAR (i) $ 6,487 $ 4,998 (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. 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. --- ## New in Current Filing: 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, 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. --- ## New in Current Filing: 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. 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. --- ## New in Current Filing: 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 64 64 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 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 LiabilitiesWe 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 AssumptionsWe 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 within this Annual Report on Form 10-K 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 not be material.Descriptions of our U.S. and U.K. plans, which comprise 87% of our projected benefit obligations and 88% of our plan assets, are below: United StatesLegacy broking business - This plan was frozen in 2009. Approximately 550 WTW employees in the United States have a frozen accrued benefit under this plan. On August 31, 2025, this plan, including all of its assets and participants, merged into the WTW 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 broking business - This plan covers approximately 400 WTW employees in the U.K. that were historically part of the broking business. 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 consulting business - There are two benefit formulas covering different legacy consulting populations. Benefit accruals earned under the first plan formula (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 second plan formula (predominantly lump sum benefits) were frozen on March 31, 2008. All participants now accrue defined contribution benefits. 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 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. --- ## New in Current Filing: 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. --- ## New in Current Filing: 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 within this Annual Report on Form 10-K 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 not be material. Descriptions of our U.S. and U.K. plans, which comprise 87% of our projected benefit obligations and 88% of our plan assets, are below: United States Legacy broking business - This plan was frozen in 2009. Approximately 550 WTW employees in the United States have a frozen accrued benefit under this plan. On August 31, 2025, this plan, including all of its assets and participants, merged into the WTW 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 broking business - This plan covers approximately 400 WTW employees in the U.K. that were historically part of the broking business. 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 consulting business - There are two benefit formulas covering different legacy consulting populations. Benefit accruals earned under the first plan formula (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 second plan formula (predominantly lump sum benefits) were frozen on March 31, 2008. All participants now accrue defined contribution benefits. 65 65 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/(credit) 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.We recorded a combined $109 million net periodic benefit cost for our U.S. and U.K. plans for the year ended December 31, 2025. For the U.S. and U.K. plans, the following table presents our estimated net periodic benefit cost 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, 2025 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 2026 expense: U.S. Plans $ 21 $ (8 ) $ 8 $ (8 ) $ 9 U.K. Plans $ 4 $ (7 ) $ 7 $ (1 ) $ 1 Projected benefit obligation at December 31, 2025: U.S. Plans $ 3,550 N/A N/A $ (87 ) $ 91 U.K. Plans $ 2,438 N/A N/A $ (69 ) $ 72 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 ReviewIn 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 in accordance with the relevant accounting standards, a company has the option to perform the test qualitatively or to proceed directly to a quantitative test. 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 BDO reporting unit during the third quarter of 2024. The BDO reporting unit goodwill after impairment is approximately $1.2 billion. After reflecting the impairment and the sale of TRANZACT, the fair value of the remaining reporting unit was estimated to be significantly in excess of its carrying value, and in 2025, the reporting unit was combined with another reporting unit which reduced the number of reporting units from seven at October 1, 2024 to six at October 1, 2025. 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/(credit) 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. We recorded a combined $109 million net periodic benefit cost for our U.S. and U.K. plans for the year ended December 31, 2025. For the U.S. and U.K. plans, the following table presents our estimated net periodic benefit cost 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, 2025 and the impact of a 0.25% increase and decrease to the discount rates: --- ## New in Current Filing: Impact of 0.25% change to discount rate Increase Decrease Increase Decrease Estimated 2026 expense: U.S. Plans $ 21 $ (8 ) $ 8 $ (8 ) $ 9 U.K. Plans $ 4 $ (7 ) $ 7 $ (1 ) $ 1 Projected benefit obligation at December 31, 2025: U.S. Plans $ 3,550 N/A N/A $ (87 ) $ 91 U.K. Plans $ 2,438 N/A N/A $ (69 ) $ 72 Economic factors and conditions often affect multiple assumptions simultaneously, and the effects of changes in key assumptions are not necessarily linear. --- ## New in Current Filing: 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 in accordance with the relevant accounting standards, a company has the option to perform the test qualitatively or to proceed directly to a quantitative test. 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 BDO reporting unit during the third quarter of 2024. The BDO reporting unit goodwill after impairment is approximately $1.2 billion. After reflecting the impairment and the sale of TRANZACT, the fair value of the remaining reporting unit was estimated to be significantly in excess of its carrying value, and in 2025, the reporting unit was combined with another reporting unit which reduced the number of reporting units from seven at October 1, 2024 to six at October 1, 2025. 66 66 Due to the substantial excess of the fair value for each reporting unit determined at October 1, 2024 over the respective carrying values of the six reporting units at October 1, 2025, the Company performed a qualitative impairment test for all reporting units and confirmed that it was highly unlikely that a quantitative test of fair value at October 1, 2025 would result in an impairment. 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 qualitative test, the Company considered numerous factors besides the substantial excess of fair value as determined during 2024, including the financial performance and updated projections for each reporting unit, macroeconomic conditions, industry and market conditions, the impact of any significant acquisitions or dispositions and the performance of the Company's share price. Due to the substantial excess of the fair value for each reporting unit determined at October 1, 2024 over the respective carrying values of the six reporting units at October 1, 2025, the Company performed a qualitative impairment test for all reporting units and confirmed that it was highly unlikely that a quantitative test of fair value at October 1, 2025 would result in an impairment. 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 qualitative test, the Company considered numerous factors besides the substantial excess of fair value as determined during 2024, including the financial performance and updated projections for each reporting unit, macroeconomic conditions, industry and market conditions, the impact of any significant acquisitions or dispositions and the performance of the Company's share price. 67 67 ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISKFinancial Risk ManagementWe 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 RiskBecause 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 by currency in 2025. U.S.dollars Poundssterling Euro Othercurrencies Revenue 54% 13% 16% 17% Expenses (i) 47% 20% 14% 19% (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 operationsThe 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 subsidiariesThe 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, 2025, we had notional amounts of $739 million (denominated primarily in U.S. dollars, Pounds sterling and Euros), with a net fair value asset of $1 million. Such derivatives typically mature within three months. ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK --- ## New in Current Filing: 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. --- ## New in Current Filing: 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 by currency in 2025. --- ## New in Current Filing: Othercurrencies Revenue 54% 13% 16% 17% Expenses (i) 47% 20% 14% 19% (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. 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; our London market operations; •intercompany lending between subsidiaries; and intercompany lending between subsidiaries; and •translation. translation. --- ## New in Current Filing: 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 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. 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. --- ## New in Current Filing: 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, 2025, we had notional amounts of $739 million (denominated primarily in U.S. dollars, Pounds sterling and Euros), with a net fair value asset of $1 million. Such derivatives typically mature within three months. 68 68 Translation riskOutside 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, 2026 2027 December 31, 2025 Contractamount Averagecontractualexchangerate Contractamount Averagecontractualexchangerate (millions) (millions) Foreign currency sold U.S. dollars sold for Pounds sterling $ 91 $1.30 = £1 $ 39 $1.34 = £1 Euros sold for U.S. dollars 24 €1 = $1.14 11 €1 = $1.19 Total $ 115 $ 50 Fair value (i) $ 3 $ - (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, 2025 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 RiskThe Company has access to $1.5 billion under a revolving credit facility (see Note 11 - Debt within Item 8 of this Annual Report on Form 10-K for further information). As of December 31, 2025, no amount was drawn on this facility. We are also subject to market risk from exposure to changes in interest rates based on our investing activities where our primary interest rate risk arises from changes in short-term interest rates in U.S. dollars, Pounds sterling and Euros.The table below provides information about our financial instruments that are sensitive to changes in interest rates. The Company had no outstanding floating rate-based debt at December 31, 2025. Expected to mature before December 31, 2026 2027 2028 2029 2030 Thereafter Total Fair Value (i) ($ in millions) Fixed rate debt Principal $ 550 $ 750 $ 600 $ 725 $ - $ 3,725 $ 6,350 $ 6,168 Fixed rate payable 4.400 % 4.650 % 4.500 % 2.950 % - 5.102 % 4.685 % (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 FundsWe 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 increased interest income in 2024 reflected a combination of relatively high-average interest rates over the course of 2024 and some increases in our invested cash balances. Through the end of 2025, although at levels below the same period --- ## New in Current Filing: 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. --- ## New in Current Filing: Foreign currency sold U.S. dollars sold for Pounds sterling $ 91 $1.30 = £1 $ 39 $1.34 = £1 Euros sold for U.S. dollars 24 €1 = $1.14 11 €1 = $1.19 Total $ 115 $ 50 Fair value (i) $ 3 $ - (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, 2025 at the forward exchange rates prevailing at that date. 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, 2025 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. --- ## New in Current Filing: 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, 2025, 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, 2025. --- ## New in Current Filing: Fixed rate debt Principal $ 550 $ 750 $ 600 $ 725 $ - $ 3,725 $ 6,350 $ 6,168 Fixed rate payable 4.400 % 4.650 % 4.500 % 2.950 % - 5.102 % 4.685 % (i)Represents the net present value of the expected cash flows discounted at current market rates of interest or quoted market rates as appropriate. Represents the net present value of the expected cash flows discounted at current market rates of interest or quoted market rates as appropriate. --- ## New in Current Filing: 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 increased interest income in 2024 reflected a combination of relatively high-average interest rates over the course of 2024 and some increases in our invested cash balances. Through the end of 2025, although at levels below the same period 69 69 in 2024, short-term rates have remained in line with expectations. Significant economic uncertainty prevails at this time, and the timing and magnitude of future central bank rate changes are uncertain. As to be expected, interest income in the future will be a function of the short-term rates we are able to obtain by currency and the cash balances available to invest. Interest income was $156 million, $166 million and $145 million for the years ended December 31, 2025, 2024 and 2023, respectively. At December 31, 2025, we held $2.7 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 $7 million on an annualized basis. Credit Risk and Concentrations of Credit RiskCredit 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, 2025. in 2024, short-term rates have remained in line with expectations. Significant economic uncertainty prevails at this time, and the timing and magnitude of future central bank rate changes are uncertain. As to be expected, interest income in the future will be a function of the short-term rates we are able to obtain by currency and the cash balances available to invest. Interest income was $156 million, $166 million and $145 million for the years ended December 31, 2025, 2024 and 2023, respectively. At December 31, 2025, we held $2.7 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 $7 million on an annualized basis. --- ## New in Current Filing: 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, 2025. 70 70 ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA WILLIS TOWERS WATSON PUBLIC LIMITED COMPANYINDEX TO FORM 10-KFor the year ended December 31, 2025 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, 2025 74 Consolidated Balance Sheets as of December 31, 2025 and 2024 75 Consolidated Statements of Cash Flows for each of the three years in the period ended December 31, 2025 76 Consolidated Statements of Changes in Equity for each of the three years in the period ended December 31, 2025 77 Notes to the Consolidated Financial Statements 78 ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA --- ## New in Current Filing: INDEX TO FORM 10-K For the year ended December 31, 2025 Page Report of Independent Registered Public Accounting Firm (PCAOB ID: 34) Report of Independent Registered Public Accounting Firm (PCAOB ID: 34 34 ) 72 Consolidated Statements of Comprehensive Income for each of the three years in the period ended December 31, 2025 Consolidated Statements of Comprehensive Income for each of the three years in the period ended December 31, 2025 74 Consolidated Balance Sheets as of December 31, 2025 and 2024 Consolidated Balance Sheets as of December 31, 2025 and 2024 75 Consolidated Statements of Cash Flows for each of the three years in the period ended December 31, 2025 Consolidated Statements of Cash Flows for each of the three years in the period ended December 31, 2025 76 Consolidated Statements of Changes in Equity for each of the three years in the period ended December 31, 2025 Consolidated Statements of Changes in Equity for each of the three years in the period ended December 31, 2025 77 Notes to the Consolidated Financial Statements Notes to the Consolidated Financial Statements 78 71 71 REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRMTo the Shareholders and the Board of Directors of Willis Towers Watson Public Limited CompanyOpinion on the Financial StatementsWe have audited the accompanying consolidated balance sheets of Willis Towers Watson Public Limited Company and subsidiaries (the 'Company') as of December 31, 2025 and 2024, 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, 2025, 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, 2025 and 2024, and the results of its operations and its cash flows for each of the three years in the period ended December 31, 2025, 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, 2025, 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, 2026, expressed an unqualified opinion on the Company's internal control over financial reporting.Basis for OpinionThese 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 MatterThe 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 statementsCritical Audit Matter DescriptionThe 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 AuditOur 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. --- ## New in Current Filing: To the Shareholders and the Board of Directors of Willis Towers Watson Public Limited Company Opinion on the Financial StatementsWe have audited the accompanying consolidated balance sheets of Willis Towers Watson Public Limited Company and subsidiaries (the 'Company') as of December 31, 2025 and 2024, 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, 2025, 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, 2025 and 2024, and the results of its operations and its cash flows for each of the three years in the period ended December 31, 2025, 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, 2025, 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, 2026, expressed an unqualified opinion on the Company's internal control over financial reporting. --- ## New in Current Filing: 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, 2025 and 2024, 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, 2025, 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, 2025 and 2024, and the results of its operations and its cash flows for each of the three years in the period ended December 31, 2025, 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, 2025, 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, 2026, expressed an unqualified opinion on the Company's internal control over financial reporting. --- ## New in Current Filing: 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. --- ## New in Current Filing: 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. --- ## New in Current Filing: 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. 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 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 LLPPhiladelphia, PAFebruary 25, 2026 We have served as the Company's auditor since 2017. •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. 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. 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. --- ## New in Current Filing: Deloitte & Touche LLP Philadelphia, PA Philadelphia, PA February 25, 2026 We have served as the Company's auditor since 2017. 73 73 WILLIS TOWERS WATSON PUBLIC LIMITED COMPANYConsolidated Statements of Comprehensive Income(In millions of U.S. dollars, except per share data) Years ended December 31, 2025 2024 2023 Revenue $ 9,708 $ 9,930 $ 9,483 Costs of providing services Salaries and benefits 5,625 5,502 5,344 Other operating expenses 1,408 1,833 1,815 Impairment - 1,042 - Depreciation 226 230 242 Amortization 192 226 263 Restructuring costs - 61 68 Transaction and transformation 23 409 386 Total costs of providing services 7,474 9,303 8,118 Income from operations 2,234 627 1,365 Interest expense (260 ) (263 ) (235 ) Other (loss)/income, net (21 ) (262 ) 146 INCOME FROM OPERATIONS BEFORE INCOME TAXES AND INTEREST IN EARNINGS OF ASSOCIATES 1,953 102 1,276 Provision for income taxes (318 ) (192 ) (215 ) INCOME/(LOSS) FROM OPERATIONS BEFORE INTEREST IN EARNINGS OF ASSOCIATES 1,635 (90 ) 1,061 Interest in earnings of associates, net of tax (22 ) 2 3 NET INCOME/(LOSS) 1,613 (88 ) 1,064 Income attributable to non-controlling interests (8 ) (10 ) (9 ) NET INCOME/(LOSS) ATTRIBUTABLE TO WTW $ 1,605 $ (98 ) $ 1,055 EARNINGS/(LOSS) PER SHARE Basic earnings/(loss) per share $ 16.34 $ (0.96 ) $ 10.01 Diluted earnings/(loss) per share $ 16.26 $ (0.96 ) $ 9.95 NET INCOME/(LOSS) $ 1,613 $ (88 ) $ 1,064 Other comprehensive income/(loss), net of tax: Foreign currency translation $ 412 $ (204 ) $ 173 Defined pension and post-retirement benefits (91 ) (94 ) (408 ) Derivative instruments 3 (4 ) 2 Other comprehensive income/(loss), net of tax, before non-controlling interests 324 (302 ) (233 ) Comprehensive income/(loss) before non-controlling interests 1,937 (390 ) 831 Comprehensive income attributable to non-controlling interests (8 ) (10 ) (11 ) Comprehensive income/(loss) attributable to WTW $ 1,929 $ (400 ) $ 820 See accompanying notes to the consolidated financial statements --- ## New in Current Filing: Consolidated Statements of Comprehensive Income (In millions of U.S. dollars, except per share data) --- ## New in Current Filing: Years ended December 31, 2025 2024 Revenue $ 9,708 100 % $ 9,930 100 % Costs of providing services Salaries and benefits 5,625 58 % 5,502 55 % Other operating expenses 1,408 15 % 1,833 18 % Impairment (i) - - % 1,042 10 % Depreciation 226 2 % 230 2 % Amortization 192 2 % 226 2 % Restructuring costs - - % 61 1 % Transaction and transformation 23 - % 409 4 % Total costs of providing services 7,474 9,303 Income from operations 2,234 23 % 627 6 % Interest expense (260 ) (3 )% (263 ) (3 )% Other loss, net (i) (21 ) - % (262 ) (3 )% INCOME FROM OPERATIONS BEFORE INCOME TAXES AND INTEREST IN EARNINGS OF ASSOCIATES 1,953 20 % 102 1 % Provision for income taxes (318 ) (3 )% (192 ) (2 )% Interest in earnings of associates, net of tax (22 ) - % 2 - % Income attributable to non-controlling interests (8 ) - % (10 ) - % NET INCOME/(LOSS) ATTRIBUTABLE TO WTW $ 1,605 17 % $ (98 ) (1 )% Diluted earnings/(loss) per share $ 16.26 $ (0.96 ) (i)For the year ended December 31, 2024, Impairment and Other loss, 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). For the year ended December 31, 2024, Impairment and Other loss, 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). --- ## New in Current Filing: December 31,2024 ASSETS Cash and cash equivalents $ 3,132 $ 1,890 Fiduciary assets 10,445 9,504 Accounts receivable, net 2,702 2,494 Prepaid and other current assets 595 1,217 Total current assets 16,874 15,105 Fixed assets, net 695 661 Goodwill 8,938 8,799 Other intangible assets, net 1,141 1,295 Right-of-use assets 487 485 Pension benefits assets 529 530 Other non-current assets 866 806 Total non-current assets 12,656 12,576 TOTAL ASSETS $ 29,530 $ 27,681 LIABILITIES AND EQUITY Fiduciary liabilities $ 10,445 $ 9,504 Deferred revenue and accrued expenses 2,087 2,211 Current debt 550 - Current lease liabilities 125 118 Other current liabilities 797 765 Total current liabilities 14,004 12,598 Long-term debt 5,756 5,309 Liability for pension benefits 660 615 Provision for liabilities 340 341 Long-term lease liabilities 472 502 Other non-current liabilities 246 299 Total non-current liabilities 7,474 7,066 TOTAL LIABILITIES 21,478 19,664 COMMITMENTS AND CONTINGENCIES COMMITMENTS AND CONTINGENCIES COMMITMENTS AND CONTINGENCIES COMMITMENTS AND CONTINGENCIES EQUITY (i) Additional paid-in capital 11,106 10,989 (Accumulated deficit)/retained earnings (296 ) 109 Accumulated other comprehensive loss, net of tax (2,834 ) (3,158 ) Total WTW shareholders' equity 7,976 7,940 Non-controlling interests 76 77 Total equity 8,052 8,017 TOTAL LIABILITIES AND EQUITY $ 29,530 $ 27,681 (i)Equity includes (a) Ordinary shares $0.000304635 nominal value; Authorized 1,510,003,775; Issued 95,079,835 (2025) and 99,805,780 (2024); Outstanding 95,079,835 (2025) and 99,805,780 (2024); (b) Preference shares, $0.000115 nominal value; Authorized 1,000,000,000 and Issued none in 2025 and 2024. Equity includes (a) Ordinary shares $0.000304635 nominal value; Authorized 1,510,003,775; Issued 95,079,835 (2025) and 99,805,780 (2024); Outstanding 95,079,835 (2025) and 99,805,780 (2024); (b) Preference shares, $0.000115 nominal value; Authorized 1,000,000,000 and Issued none in 2025 and 2024. See accompanying notes to the consolidated financial statements 75 75 WILLIS TOWERS WATSON PUBLIC LIMITED COMPANYConsolidated Statements of Cash Flows(In millions of U.S. dollars) Years ended December 31, 2025 2024 2023 CASH FLOWS FROM OPERATING ACTIVITIES NET INCOME/(LOSS) $ 1,613 $ (88 ) $ 1,064 Adjustments to reconcile net income/(loss) to total net cash from operating activities: Depreciation 226 230 242 Amortization 192 226 263 Impairment - 1,042 - Non-cash restructuring charges - 41 38 Non-cash lease expense 97 98 105 Net periodic cost of/(credit for) defined benefit pension plans 112 4 (26 ) Provision for doubtful receivables from clients 6 13 6 Provision for/(benefit from) deferred income taxes 55 (213 ) (109 ) Share-based compensation 153 121 125 Net (gain)/loss on disposal of operations (40 ) 337 (43 ) Non-cash foreign exchange loss/(gain) 13 (31 ) 20 Other, net 59 58 31 Changes in operating assets and liabilities, net of effects from purchase of subsidiaries: Accounts receivable (128 ) (233 ) (206 ) Other assets (116 ) (373 ) (185 ) Other liabilities (458 ) 301 16 Provisions (9 ) (21 ) 4 Net cash from operating activities 1,775 1,512 1,345 CASH FLOWS FROM/(USED IN) INVESTING ACTIVITIES Additions to fixed assets and software (229 ) (245 ) (242 ) Acquisitions of operations, net of cash acquired (15 ) (104 ) (6 ) Contributions to investments in associates (35 ) (3 ) - Net proceeds from sale of operations 870 619 89 Cash and fiduciary funds transferred in sale of operations (54 ) (5 ) (922 ) Net purchases of held-to-maturity securities (50 ) - - Net purchases of available-for-sale securities (40 ) (12 ) (4 ) Net cash from/(used in) investing activities 447 250 (1,085 ) CASH FLOWS USED IN FINANCING ACTIVITIES Senior notes issued 999 746 748 Debt issuance costs (10 ) (9 ) (7 ) Repayments of debt (5 ) (655 ) (254 ) Repurchase of shares (1,650 ) (901 ) (1,000 ) Net proceeds/(payments) from fiduciary funds held for clients 172 785 (234 ) Payments of deferred and contingent consideration related to acquisitions (19 ) (2 ) (12 ) Cash paid for employee taxes on withholding shares (56 ) (56 ) (26 ) Dividends paid (358 ) (354 ) (352 ) Acquisitions of and dividends paid to non-controlling interests (9 ) (13 ) (63 ) Net cash used in financing activities (936 ) (459 ) (1,200 ) INCREASE/(DECREASE) IN CASH, CASH EQUIVALENTS AND RESTRICTED CASH (i) 1,286 1,303 (940 ) Effect of exchange rate changes on cash, cash equivalents and restricted cash 203 (97 ) 11 CASH, CASH EQUIVALENTS AND RESTRICTED CASH, BEGINNING OF YEAR (i) 4,998 3,792 4,721 CASH, CASH EQUIVALENTS AND RESTRICTED CASH, END OF YEAR (i) $ 6,487 $ 4,998 $ 3,792 (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 --- ## New in Current Filing: Years ended December 31, 2025 2024 Revenue $ 9,708 100 % $ 9,930 100 % Costs of providing services Salaries and benefits 5,625 58 % 5,502 55 % Other operating expenses 1,408 15 % 1,833 18 % Impairment (i) - - % 1,042 10 % Depreciation 226 2 % 230 2 % Amortization 192 2 % 226 2 % Restructuring costs - - % 61 1 % Transaction and transformation 23 - % 409 4 % Total costs of providing services 7,474 9,303 Income from operations 2,234 23 % 627 6 % Interest expense (260 ) (3 )% (263 ) (3 )% Other loss, net (i) (21 ) - % (262 ) (3 )% INCOME FROM OPERATIONS BEFORE INCOME TAXES AND INTEREST IN EARNINGS OF ASSOCIATES 1,953 20 % 102 1 % Provision for income taxes (318 ) (3 )% (192 ) (2 )% Interest in earnings of associates, net of tax (22 ) - % 2 - % Income attributable to non-controlling interests (8 ) - % (10 ) - % NET INCOME/(LOSS) ATTRIBUTABLE TO WTW $ 1,605 17 % $ (98 ) (1 )% Diluted earnings/(loss) per share $ 16.26 $ (0.96 ) (i)For the year ended December 31, 2024, Impairment and Other loss, 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). For the year ended December 31, 2024, Impairment and Other loss, 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). --- ## No Match in Current: Executive Summary of Risk Factors *This section from the 2025 filing does not have a high-confidence textual match in 2026. It may have been removed, merged, or substantially reworded.* 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. --- ## No Match in Current: Strategic and Operational Risks *This section from the 2025 filing does not have a high-confidence textual match in 2026. It may have been removed, merged, or substantially reworded.* •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 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 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. We may not be able to fully realize the anticipated benefits of our strategy or our expected product, service and transaction pipelines. 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. 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. 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 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 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. 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. 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. 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 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. --- ## No Match in Current: Business Environment Risks *This section from the 2025 filing does not have a high-confidence textual match in 2026. It may have been removed, merged, or substantially reworded.* •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. 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. 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. 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. 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. 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. 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. 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. 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. --- ## No Match in Current: Human Capital Risks *This section from the 2025 filing does not have a high-confidence textual match in 2026. It may have been removed, merged, or substantially reworded.* •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. 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. 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. 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. 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. Failure to maintain our corporate culture, including in a remote or hybrid work environment, could damage our reputation. Failure to maintain our corporate culture, including in a remote or hybrid work environment, could damage our reputation. --- ## No Match in Current: Intellectual Property, Technology, Cybersecurity and Data Protection Risks *This section from the 2025 filing does not have a high-confidence textual match in 2026. It may have been removed, merged, or substantially reworded.* •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. 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. 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 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 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. 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. 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. 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. 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. 16 16 16 •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. 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. 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. --- ## No Match in Current: Legal, Non-Financial/Regulatory and Compliance Risks *This section from the 2025 filing does not have a high-confidence textual match in 2026. It may have been removed, merged, or substantially reworded.* •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. 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. 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 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 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. We are subject to political, economic, legal, regulatory, compliance, cultural, market, operational and other risks that are inherent in operating our global businesses. 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. 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. 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 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 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. 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 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. 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. 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. 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. 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. 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. 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. 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 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. --- ## No Match in Current: We may not be able to fully realize the anticipated benefits of our strategy or our expected product, service and transaction pipelines. *This section from the 2025 filing does not have a high-confidence textual match in 2026. It may have been removed, merged, or substantially reworded.* 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. --- ## No Match in Current: 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. *This section from the 2025 filing does not have a high-confidence textual match in 2026. It may have been removed, merged, or substantially reworded.* 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 18 18 18 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. --- ## No Match in Current: 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. *This section from the 2025 filing does not have a high-confidence textual match in 2026. It may have been removed, merged, or substantially reworded.* 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. --- ## Modified: 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. **Key changes:** - Reworded sentence: "The nature of our work, particularly our actuarial services, necessarily involves the use of assumptions and the preparation of estimates relating to 27 27 future and contingent events, the actual outcome of which we cannot know in advance." - Reworded sentence: "Clients may seek to hold us responsible for our alleged failures to comply with legal or professional duties, or for alleged conflicts of interest we may have in carrying out our work.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." - Reworded sentence: "Moreover, in certain circumstances, our agreements with brokerage, investment and certain other types of clients may not limit the maximum liability to which we may be exposed for claims involving alleged errors or omissions." - Reworded sentence: "Our exposure to liability with respect to a particular engagement can be substantially greater than the revenue opportunity that the engagement generates for us." - Reworded sentence: "For example, in the case of pension plan actuarial work, a client's claims might focus on its alleged reliance on actuarial assumptions that it asserts in hindsight were unreasonable." **Prior (2025):** 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 28 28 28 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 29 29 29 adversely affect our business, client or colleague relationships. Defending against these claims can involve potentially significant costs, including legal defense costs. **Current (2026):** 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 27 27 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, or for alleged conflicts of interest we may have in carrying out our work.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 that a failure by us is the reason. Such alleged failures can include that we misrepresented coverage terms to the client, that we failed to advise the client of key policy terms, that we failed to carry out client instructions, that we failed to procure insurance suitable to the client's needs, and that we failed to timely present the client's claims to their insurance carriers. In other cases, clients may allege that we have failed entirely to procure insurance coverage consistent with their instructions. Although we have established internal processes and controls to prevent all such errors and 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 agreements with brokerage, investment and certain other types of clients may not limit the maximum liability to which we may be exposed for claims involving alleged errors or omissions. As such, we would not have limited liability for the work we provide to these 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. Our exposure to liability with respect to a particular engagement can be 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 its alleged reliance on actuarial assumptions that it asserts in hindsight were unreasonable. The client might then argue that, based on such reliance, the client made benefit commitments that it may later claim are not affordable or funding decisions that resulted in plan underfunding if and when actual outcomes vary from actuarial assumptions.We also continue to create new products and services (including increasingly complex technology solutions) and to grow the business of providing products and services to institutional investors, financial services companies and other clients. We are also increasingly developing products and services where the end users are individuals. 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 (including expanded services to individuals either directly or through business-to-business-to-consumer arrangements), 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 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, or for alleged conflicts of interest we may have in carrying out our work. 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 that a failure by us is the reason. Such alleged failures can include that we misrepresented coverage terms to the client, that we failed to advise the client of key policy terms, that we failed to carry out client instructions, that we failed to procure insurance suitable to the client's needs, and that we failed to timely present the client's claims to their insurance carriers. In other cases, clients may allege that we have failed entirely to procure insurance coverage consistent with their instructions. Although we have established internal processes and controls to prevent all such errors and 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 agreements with brokerage, investment and certain other types of clients may not limit the maximum liability to which we may be exposed for claims involving alleged errors or omissions. As such, we would not have limited liability for the work we provide to these 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. Our exposure to liability with respect to a particular engagement can be 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 its alleged reliance on actuarial assumptions that it asserts in hindsight were unreasonable. The client might then argue that, based on such reliance, the client made benefit commitments that it may later claim are not affordable or funding decisions that resulted in plan underfunding if and when actual outcomes vary from actuarial assumptions. We also continue to create new products and services (including increasingly complex technology solutions) and to grow the business of providing products and services to institutional investors, financial services companies and other clients. We are also increasingly developing products and services where the end users are individuals. 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 (including expanded services to individuals either directly or through business-to-business-to-consumer arrangements), 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 28 28 associated with these matters that could result in reputational harm to the industries we operate in or to us in particular that may 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 & Outsourcing 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 as we increase the scope of new products and services that we offer and as we increase the scope and nature of our clients, including more individual clients in both our broking and investments businesses.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 or associated fees for external advisors, could materially adversely affect our business and our results of operations.We are subject to political, geopolitical, 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, geopolitical, economic, legal, regulatory, compliance, cultural, market, operational and other risks. The possible effects of these disruptions throughout the world could have an adverse impact on our business 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);•geopolitical events, conflicts and tensions in a variety of geographies;•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 economic and trade sanctions by both the U.S. and foreign governments;•the imposition of trade restrictions or tariffs 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; •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);•the practical challenges and costs of complying with regulations applicable to insurance brokers and other business operations in countries where we do business, including many in emerging markets; and•the practical challenges and costs of compliance with all other laws, rules and regulations relating to the conduct of business, including trade sanction laws administered by the U.S., E.U., U.K., and other governments, as well as the requirements of the U.S. Foreign Corrupt Practices Act ('FCPA') and anti-bribery and corruption laws in other countries where we carry out business.In addition, as a result of the global scale of our businesses and operations, we are exposed to many types of fraud-related risks that may be committed by colleagues, vendors, suppliers, distributors and other persons with whom we do business. Our businesses are associated with these matters that could result in reputational harm to the industries we operate in or to us in particular that may adversely affect our business, client or colleague relationships. Defending against these claims can involve potentially significant costs, including legal defense costs. --- ## Modified: Economic and trade 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. **Key changes:** - Reworded sentence: "and a large number of countries including China, which have been exacerbated by geopolitical developments and military activity in the Asia-Pacific region, and which could lead to an increase in sanctions and the implementation of other trade or investment measures." - Reworded sentence: "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, including the energy and transportation sectors." - Reworded sentence: "In addition, retaliatory actions and other countermeasures, including cyberattacks and espionage, may negatively impact more countries and companies like us." - Reworded sentence: "In addition, sanctions regimes are increasingly complex, evolve rapidly and may be imposed, relaxed, modified or reinstated in response to political or diplomatic developments, including in jurisdictions such as Venezuela and Syria." - Reworded sentence: "Some affected jurisdictions may include significant businesses or client activity for us." **Prior (2025):** 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 30 30 30 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. **Current (2026):** 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 a large number of countries including China, which have been exacerbated by geopolitical developments and military activity in the Asia-Pacific region, and which could lead to an increase in sanctions and the implementation of other trade or investment measures. There has been an increase in sanctions designations and other restrictive measures in relation to Russia and other jurisdictions, as well as counter-sanctions imposed in response. Additionally, sanctions issued in response to conflicts and instability in the Middle East as well as other existing or emerging conflicts or potential conflicts globally 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, including the energy and transportation sectors. 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, including cyberattacks and espionage, may negatively impact more 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. In addition, sanctions regimes are increasingly complex, evolve rapidly and may be imposed, relaxed, modified or reinstated in response to political or diplomatic developments, including in jurisdictions such as Venezuela and Syria. Governments have also increasingly proposed or implemented sector-specific and services-based sanctions, including measures affecting the transportation, insurance or financing of energy commodities. Touchpoints with sanctioned individuals, entities or locations can be difficult to identify and, given the increased scope and complexity of sanctions and the pace of regulatory change, there is an increased risk of non-compliance. A number of volatile geopolitical events are likely to affect the implementation of sanctions such as Russia's invasion of Ukraine, 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 affected jurisdictions may include significant businesses or client activity for us. As a result, we cannot predict the impacts of any changes in the U.S., E.U., U.K. or other sanctions, counter-sanctions or related regulatory changes, and whether such changes could have a material adverse impact on our operations or financial results. --- ## Modified: The economic, regulatory and political impact of the United Kingdom's exit from the European Union on January 31, 2020 has adversely affected and may continue to affect our business. **Key changes:** - Reworded sentence: "In addition, due to the nature of our Brexit model, we require additional administration, document production, qualifications, supervision, regulatory engagement and governance across our U.K." - Reworded sentence: "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; 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; 34 34 •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." **Prior (2025):** 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 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; 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; •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 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 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 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. 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. **Current (2026):** 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. In addition, due to the nature of our Brexit model, we require additional administration, document production, qualifications, supervision, regulatory engagement and governance across our U.K. and E.U. businesses, which has adversely affected 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 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; 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; 34 34 •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 $6.3 billion as of December 31, 2025, and our related interest expense was $259 million for the year ended December 31, 2025.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•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 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 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 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 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. 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. --- ## Modified: 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. **Key changes:** - Reworded sentence: "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 17 17 underperform relative to our expectations." - Reworded sentence: "Further, we may have difficulty retaining, integrating, or attracting the talent needed to make those transactions successful, including revenue-generating colleagues and colleagues with specialized expertise." - Reworded sentence: "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; an inability to successfully apply technology from one part of the business to another; and exposure to legal claims or regulatory censure for activities of the acquired business prior to acquisition.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." **Prior (2025):** 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. 19 19 19 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. **Current (2026):** 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 17 17 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.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, such as our Newfront and Cushon acquisitions, and joint ventures, such as our 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. In particular, our acquisition of Newfront requires the integration of a technology-enabled brokerage platform and digital-first operating model into our existing broking operations, which may pose additional challenges related to technology and systems integration, increased cybersecurity exposure, and compliance with U.S. state-based licensing requirements. Our acquisition of Cushon similarly involves the integration of a regulated, technology-driven pension and savings platform into our wealth-related businesses and exposes us to additional risks related to U.K. financial services and pension regulation, operational-resilience and data‑privacy requirements, and the integration of a digital investment platform into our existing offerings. Acquired businesses or joint ventures may not achieve the levels of revenue, profit, or productivity we anticipate or otherwise perform as we expect. Further, we may have difficulty retaining, integrating, or attracting the talent needed to make those transactions successful, including revenue-generating colleagues and colleagues with specialized expertise. 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 as described in the preceding paragraph. 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; an inability to successfully apply technology from one part of the business to another; and exposure to legal claims or regulatory censure for activities of the acquired business prior to acquisition.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 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. 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, such as our Newfront and Cushon acquisitions, and joint ventures, such as our 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. In particular, our acquisition of Newfront requires the integration of a technology-enabled brokerage platform and digital-first operating model into our existing broking operations, which may pose additional challenges related to technology and systems integration, increased cybersecurity exposure, and compliance with U.S. state-based licensing requirements. Our acquisition of Cushon similarly involves the integration of a regulated, technology-driven pension and savings platform into our wealth-related businesses and exposes us to additional risks related to U.K. financial services and pension regulation, operational-resilience and data‑privacy requirements, and the integration of a digital investment platform into our existing offerings. Acquired businesses or joint ventures may not achieve the levels of revenue, profit, or productivity we anticipate or otherwise perform as we expect. Further, we may have difficulty retaining, integrating, or attracting the talent needed to make those transactions successful, including revenue-generating colleagues and colleagues with specialized expertise. 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 as described in the preceding paragraph. 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; an inability to successfully apply technology from one part of the business to another; and exposure to legal claims or regulatory censure for activities of the acquired business prior to acquisition. 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. --- ## Modified: 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. **Key changes:** - Reworded sentence: "21 21 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." **Prior (2025):** 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. 22 22 22 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. **Current (2026):** 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. 21 21 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). It also has increased as the Company seeks to provide more services to individual clients directly or through business-to-business-to-consumer arrangements.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 RisksWe 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 may 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 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. --- ## Modified: 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. **Key changes:** - Reworded sentence: "The ways in which intermediaries are compensated can receive scrutiny from regulators, clients and other interested parties in part because of the potential for anti-competitive behavior and conflicts of interest." - Reworded sentence: "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 could be perceived to be in conflict, with the interests of another client." - Reworded sentence: "MDI takes a variety of 32 32 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." **Prior (2025):** 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. **Current (2026):** The ways in which intermediaries are compensated can receive scrutiny from regulators, clients and other interested parties 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 could be 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 32 32 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 numerous, and sometimes conflicting, legal and regulatory requirements in environmental, social and governance ('ESG') matters, and violation of these regulations could harm our business. Divergent and evolving policy regimes across jurisdictions (including pro-ESG mandates and disclosure regimes in some markets and anti-ESG laws, procurement restrictions or 'boycott' statutes in others) can create conflicting obligations, increase the risk of non-compliance, constrain certain business activities or relationships, and negatively affect our reputation and results. 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 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 continue our 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 S.B. 253 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 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. --- ## Modified: 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. **Key changes:** - Reworded sentence: "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 30 30 areas may be impacted." - Reworded sentence: "The DOL appealed these decisions to the United States Court of Appeals for the Fifth Circuit in September 2024." - Reworded sentence: "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 if we are not able to adapt to such changes." - Reworded sentence: "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 if we are not able to adapt to such changes, including: •increasing our competition; increasing our competition; •reducing or eliminating the need for health insurance agents and brokers or demand for the health insurance that we sell; 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; 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 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." - Reworded sentence: "Any of these effects could materially harm our business and results of operations without appropriate adaptation of our business." **Prior (2025):** 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 31 31 31 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: •increasing our competition; increasing our competition; •reducing or eliminating the need for health insurance agents and brokers or demand for the health insurance that we sell; 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; 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 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. 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. **Current (2026):** 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 30 30 areas may be impacted. In addition, more restrictive marketing rules or interpretations of the Centers for Medicare and Medicaid Services ('CMS'), 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 if we are unable to adapt to such changes. CMS has recently proposed and finalized additional marketing-related requirements for Medicare Advantage and Part D plans, including Contract Year 2026 proposed rules released in November 2024 that expand the definition of 'marketing', increase compliance obligations, introduce new beneficiary-protection provisions, and heighten enforcement risk. CMS also issued earlier rules in April 2024 aimed at curbing marketing misconduct and agent/broker incentive structures, and certain elements of those April 2024 rules are currently on hold due to ongoing litigation. These developments contribute to increased regulatory uncertainty. Additionally, CMS finalized further program changes in April 2025, some of which apply beginning in 2025-2027 and include updated marketing and communication standards. We could also be adversely affected if changes in regulations or government policies impact us directly or indirectly, for example, by adversely impacting markets in which we participate, and we are not able to adapt to such changes.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 appealed these decisions to the United States Court of Appeals for the Fifth Circuit in September 2024. However, in November 2025, the DOL withdrew its appeals, and the United States Court of Appeals for the Fifth Circuit dismissed the appeals, leaving the district court stays in place. As a result, the Retirement Security Rule remains stayed and is not currently in effect while the underlying litigation continues.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 if we are not able to adapt to such changes. In addition, we have significant operations throughout the world, which further subject us to applicable laws and 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 if we are not able to adapt to such changes, including:•increasing our competition;•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 without appropriate adaptation of our business. 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 could be materially harmed. areas may be impacted. In addition, more restrictive marketing rules or interpretations of the Centers for Medicare and Medicaid Services ('CMS'), 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 if we are unable to adapt to such changes. CMS has recently proposed and finalized additional marketing-related requirements for Medicare Advantage and Part D plans, including Contract Year 2026 proposed rules released in November 2024 that expand the definition of 'marketing', increase compliance obligations, introduce new beneficiary-protection provisions, and heighten enforcement risk. CMS also issued earlier rules in April 2024 aimed at curbing marketing misconduct and agent/broker incentive structures, and certain elements of those April 2024 rules are currently on hold due to ongoing litigation. These developments contribute to increased regulatory uncertainty. Additionally, CMS finalized further program changes in April 2025, some of which apply beginning in 2025-2027 and include updated marketing and communication standards. We could also be adversely affected if changes in regulations or government policies impact us directly or indirectly, for example, by adversely impacting markets in which we participate, and we are not able to adapt to such changes. 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 appealed these decisions to the United States Court of Appeals for the Fifth Circuit in September 2024. However, in November 2025, the DOL withdrew its appeals, and the United States Court of Appeals for the Fifth Circuit dismissed the appeals, leaving the district court stays in place. As a result, the Retirement Security Rule remains stayed and is not currently in effect while the underlying litigation continues. 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 if we are not able to adapt to such changes. In addition, we have significant operations throughout the world, which further subject us to applicable laws and 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 if we are not able to adapt to such changes, including: •increasing our competition; increasing our competition; •reducing or eliminating the need for health insurance agents and brokers or demand for the health insurance that we sell; 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; 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 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. 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 without appropriate adaptation of our business. 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 could be materially harmed. 31 31 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, North Korea, 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 fraud, data privacy, artificial intelligence, cybersecurity and telemarketing. 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. 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 intermediaries are compensated can receive scrutiny from regulators, clients and other interested parties 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 could be 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 --- ## Modified: 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. **Key changes:** - Reworded sentence: "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 or agentic 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." - Added sentence: "In addition, we face pressure from non‑traditional competitors that may innovate or scale faster, deploy lower‑cost digital solutions, or enable clients to self-serve." - Added sentence: "Data quality, integrity, lineage and availability are increasingly critical to our offerings; deficiencies could reduce the effectiveness of our solutions or impair client outcomes." - Added sentence: "Certain AI use cases may generate inaccurate, biased or otherwise unreliable outputs or require enhanced human oversight, governance and controls, and evolving legal and regulatory frameworks may restrict how we collect, use and share data and deploy AI‑enabled tools." - Added sentence: "The use of third-party generative AI tools by our employees, contractors, consultants, vendors or service providers also presents a risk that confidential, personal or proprietary information could be inadvertently disclosed through prompts or uploads and incorporated into external models or training data, potentially compromising our ability to realize the benefit of, or adequately maintain, protect and enforce, our intellectual property or confidential information, and causing harm to our competitive position and business." **Prior (2025):** 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. 20 20 20 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. **Current (2026):** 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 or agentic 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. Additionally, rapid advances in generative and agentic AI may enable certain clients to perform internally, automate, or obtain through low-cost digital tools analytical, benchmarking, modeling, drafting or other work that they have historically relied on us to provide, which could reduce demand for some of our services and adversely affect our revenues and growth. 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. In addition, we face pressure from non‑traditional competitors that may innovate or scale faster, deploy lower‑cost digital solutions, or enable clients to self-serve. Data quality, integrity, lineage and availability are increasingly critical to our offerings; deficiencies could reduce the effectiveness of our solutions or impair client outcomes. Certain AI use cases may generate inaccurate, biased or otherwise unreliable outputs or require enhanced human oversight, governance and controls, and evolving legal and regulatory frameworks may restrict how we collect, use and share data and deploy AI‑enabled tools. 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. The use of third-party generative AI tools by our employees, contractors, consultants, vendors or service providers also presents a risk that confidential, personal or proprietary information could be inadvertently disclosed through prompts or uploads and incorporated into external models or training data, potentially compromising our ability to realize the benefit of, or adequately maintain, protect and enforce, our intellectual property or confidential information, and causing harm to our competitive position and business. 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. 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. The failure of business-continuity and disaster-recovery processes at critical vendors or at the Company may require us to suspend or limit certain services temporarily. 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 19 19 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 or are unable to fully 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 strategy could be impaired. Vendor outages, flawed software updates, migration issues, capacity constraints or delays in delivering enhancements can further disrupt client delivery and increase costs.Business Environment RisksMacroeconomic 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 in recent years risen to levels not experienced in decades and we have seen, and may continue to see, the impact of inflation 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. We cannot predict the impact of future public health crises, nor the future developments that may give rise to such crises. Public health issues have disrupted and could continue to disrupt, possibly materially, our business operations and services that we provide or impact our business operations and results in the future. These disruptions can include office closures, travel restrictions, workforce availability challenges, changes in client priorities and budgets, interruption to technology and shared-service delivery, and delays by third-party vendors and service providers on whom we rely.We are exposed to various risks arising out of natural disasters, including fires, 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, many of the markets in which we do business are affected by geopolitical conflict in highly unpredictable ways and are currently experiencing volatility and disruption as a result of the ongoing Russia- Ukraine war and other geopolitical conflicts and tensions. 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 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 parties. We also depend on numerous third-party vendors, technology partners and other service providers to deliver our services and operate our business. Macroeconomic stress, labor shortages, supply-chain constraints, sanctions or geopolitical developments can impair the ability of our vendors and counterparties to perform on a timely basis or at agreed service levels, which could result in service 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 or are unable to fully 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 strategy could be impaired. Vendor outages, flawed software updates, migration issues, capacity constraints or delays in delivering enhancements can further disrupt client delivery and increase costs. --- ## Modified: 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. **Key changes:** - Reworded sentence: "In particular, inflation in the United States, Europe and other geographies has in recent years risen to levels not experienced in decades and we have seen, and may continue to see, the impact of inflation on various aspects of our business." - Reworded sentence: "We cannot predict the impact of future public health crises, nor the future developments that may give rise to such crises." - Reworded sentence: "Additionally, many of the markets in which we do business are affected by geopolitical conflict in highly unpredictable ways and are currently experiencing volatility and disruption as a result of the ongoing Russia- Ukraine war and other geopolitical conflicts and tensions." - Reworded sentence: "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 increasing our borrowing costs." - Reworded sentence: "In addition, we could experience losses on our holdings of cash and investments due to failures of financial institutions and other parties." **Prior (2025):** 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 21 21 21 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. **Current (2026):** 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 in recent years risen to levels not experienced in decades and we have seen, and may continue to see, the impact of inflation 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. We cannot predict the impact of future public health crises, nor the future developments that may give rise to such crises. Public health issues have disrupted and could continue to disrupt, possibly materially, our business operations and services that we provide or impact our business operations and results in the future. These disruptions can include office closures, travel restrictions, workforce availability challenges, changes in client priorities and budgets, interruption to technology and shared-service delivery, and delays by third-party vendors and service providers on whom we rely. We are exposed to various risks arising out of natural disasters, including fires, 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, many of the markets in which we do business are affected by geopolitical conflict in highly unpredictable ways and are currently experiencing volatility and disruption as a result of the ongoing Russia- Ukraine war and other geopolitical conflicts and tensions. 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 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 parties. We also depend on numerous third-party vendors, technology partners and other service providers to deliver our services and operate our business. Macroeconomic stress, labor shortages, supply-chain constraints, sanctions or geopolitical developments can impair the ability of our vendors and counterparties to perform on a timely basis or at agreed service levels, which could result in service 20 20 degradation, delays, contract penalties, additional costs or reputational harm. While we invest in operational resilience and third-party risk management, disruptions at our vendors or in our internal shared-service and technology environments could adversely affect our ability to serve clients and achieve our objectives. Thus, a deterioration or prolonged period of negative or stagnant macroeconomic conditions 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. degradation, delays, contract penalties, additional costs or reputational harm. While we invest in operational resilience and third-party risk management, disruptions at our vendors or in our internal shared-service and technology environments could adversely affect our ability to serve clients and achieve our objectives. Thus, a deterioration or prolonged period of negative or stagnant macroeconomic conditions globally could adversely affect our business, results of operations or financial condition. --- ## Modified: 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, cost savings, efficiencies and other benefits. **Key changes:** - Reworded sentence: "Our future growth, profitability, and cash flows largely depend upon our ability to successfully establish and execute our global business strategy, including executing on our expected product, service and transaction pipelines." - Removed sentence: "At the end of 2024, we updated our strategy, as described in this Annual Report on Form 10-K under Item 1." - Reworded sentence: "Further, we have stated certain financial goals, including with respect to our cash flows, our growth and margin targets, and our share repurchases." **Prior (2025):** 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. **Current (2026):** Our future growth, profitability, and cash flows largely depend upon our ability to successfully establish and execute our global business strategy, including executing on our expected product, service and transaction pipelines. 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. 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. Further, 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 the distraction of management and colleagues. 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. As our strategy evolves, we may be unable to successfully execute the associated strategic changes, including as a result of factors discussed in this 'Risk Factors' section. Our investments of significant time and resources into new product or service offerings, as well as in technology and infrastructure to support these offerings may not deliver the expected return or sufficient return to cover the cost of investment. These investments include those made organically as well as those made through inorganic acquisitions such as the acquisitions of Newfront Insurance Holdings, Inc. ('Newfront') and Cushon. If we are unable to develop and execute optimally on our global business strategy it could have a material adverse effect on our business, financial condition and results of operations. --- ## Modified: 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. **Key changes:** - Reworded sentence: "WTW had total consolidated debt outstanding of approximately $6.3 billion as of December 31, 2025, and our related interest expense was $259 million for the year ended December 31, 2025." - Reworded sentence: "35 35 The maintenance and growth of our business depend 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." - Added sentence: "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." - Added sentence: "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." - Added sentence: "Real or anticipated changes in our credit ratings will generally affect any trading market for, or trading value of, our securities." **Prior (2025):** 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. 35 35 35 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; 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 limit our flexibility in reacting to changes or challenges relating to our business and industry; and •put us at a competitive disadvantage against competitors who have less indebtedness or are in a more favorable position to access additional capital resources. 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. **Current (2026):** WTW had total consolidated debt outstanding of approximately $6.3 billion as of December 31, 2025, and our related interest expense was $259 million for the year ended December 31, 2025. 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; 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 limit our flexibility in reacting to changes or challenges relating to our business and industry; and •put us at a competitive disadvantage against competitors who have less indebtedness or are in a more favorable position to access additional capital resources. 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. 35 35 The maintenance and growth of our business depend 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 4.550% senior notes due 2031, our 5.350% senior notes due 2033, our 5.150% senior notes due 2036, 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 the event of a ratings decline together with a change of control 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. 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 The maintenance and growth of our business depend 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. --- ## Modified: 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. **Key changes:** - Reworded sentence: "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; duration and timing of large scale projects on quarterly revenue; non-recurring revenue from disposals and book-of-business sales; and general economic conditions." - Reworded sentence: "Soft market conditions across certain sectors and geographic regions would negatively impact our business." - Reworded sentence: "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." - Reworded sentence: "We generally recognize these types of equity method investments within other assets on the consolidated balance sheets and their proportionate share of earnings in interest in earnings of associates, net of tax in the consolidated statements of operations." - Added sentence: "37 37 We are a holding company and therefore, may not be able to receive dividends or other distributions in needed amounts from our subsidiaries." **Prior (2025):** 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. 37 37 37 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. **Current (2026):** 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; duration and timing of large scale projects on quarterly revenue; 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. Soft market conditions across certain sectors and geographic regions would negatively impact our business. 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. 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 generally recognize these types of equity method investments within other assets on the consolidated balance sheets and their proportionate share of earnings in interest in earnings of associates, net of tax in the consolidated statements of operations. Where we have significant operating losses and a required minimum funding agreement in place, we recognize a liability for these losses which cannot exceed the remaining required minimum funding. As a result, the amount of net equity income or loss 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. 37 37 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 $100 million in unencumbered and available financial resources, of which at least $53 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 RisksIf 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.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. 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. --- ## Modified: Changes in accounting principles or in our accounting estimates and assumptions could negatively affect our financial position and results of operations. **Key changes:** - Reworded sentence: "We base our estimates on historical experience and various assumptions that 36 36 we believe to be reasonable based on specific circumstances." - Reworded sentence: "We review goodwill for impairment annually or whenever events or circumstances indicate impairment may have occurred." **Prior (2025):** 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. **Current (2026):** 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 36 36 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. 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; duration and timing of large scale projects on quarterly revenue; 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. Soft market conditions across certain sectors and geographic regions would negatively impact our business. 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.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 generally recognize these types of equity method investments within other assets on the consolidated balance sheets and their proportionate share of earnings in interest in earnings of associates, net of tax in the consolidated statements of operations. Where we have significant operating losses and a required minimum funding agreement in place, we recognize a liability for these losses which cannot exceed the remaining required minimum funding. As a result, the amount of net equity income or loss 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 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. 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. --- ## Modified: 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. **Key changes:** - Reworded sentence: "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 may not require them to continue to work for us for any specified period; therefore, they could terminate their employment at any time." - Reworded sentence: "Leadership transitions may also impact our relationships with customers and other market participants, and create uncertainty among 22 22 investors, colleagues, and others concerning our future direction and performance." **Prior (2025):** 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 23 23 23 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. **Current (2026):** 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 may 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 22 22 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 generally 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. This risk has historically increased following significant mergers or acquisitions. 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 both generative and agentic 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 and agentic AI models in our internal systems may create new attack methods for adversaries. Because generative and agentic AI are new fields, our understanding of cybersecurity risks resulting from generative and agentic AI and protection methods continues to develop, and features that rely on generative or agentic 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 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. --- ## Modified: 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. **Key changes:** - Reworded sentence: "If the entry into 18 18 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 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.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." **Prior (2025):** 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. **Current (2026):** 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 18 18 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 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.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 or agentic 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. Additionally, rapid advances in generative and agentic AI may enable certain clients to perform internally, automate, or obtain through low-cost digital tools analytical, benchmarking, modeling, drafting or other work that they have historically relied on us to provide, which could reduce demand for some of our services and adversely affect our revenues and growth. 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. In addition, we face pressure from non‑traditional competitors that may innovate or scale faster, deploy lower‑cost digital solutions, or enable clients to self-serve. Data quality, integrity, lineage and availability are increasingly critical to our offerings; deficiencies could reduce the effectiveness of our solutions or impair client outcomes. Certain AI use cases may generate inaccurate, biased or otherwise unreliable outputs or require enhanced human oversight, governance and controls, and evolving legal and regulatory frameworks may restrict how we collect, use and share data and deploy AI‑enabled tools.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. The use of third-party generative AI tools by our employees, contractors, consultants, vendors or service providers also presents a risk that confidential, personal or proprietary information could be inadvertently disclosed through prompts or uploads and incorporated into external models or training data, potentially compromising our ability to realize the benefit of, or adequately maintain, protect and enforce, our intellectual property or confidential information, and causing harm to our competitive position and business. 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.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. The failure of business-continuity and disaster-recovery processes at critical vendors or at the Company may require us to suspend or limit certain services temporarily.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 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 or reputation. --- ## Modified: We are subject to political, geopolitical, economic, legal, regulatory, compliance, cultural, market, operational and other risks that are inherent in operating our global businesses. **Key changes:** - Reworded sentence: "In conducting our businesses and maintaining and supporting our global operations, we are subject to political, geopolitical, economic, legal, regulatory, compliance, cultural, market, operational and other risks." - Reworded sentence: "and foreign countries (including political and social unrest in certain regions); •geopolitical events, conflicts and tensions in a variety of geographies; geopolitical events, conflicts and tensions in a variety of geographies; •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 controls or limitations on the conversion of foreign currencies or remittance of dividends and other payments by foreign subsidiaries; •the imposition of economic and trade sanctions by both the U.S." - Reworded sentence: "or other sources of law); 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." - Reworded sentence: "or other sources of law); •the practical challenges and costs of complying with regulations applicable to insurance brokers and other business operations in countries where we do business, including many in emerging markets; and the practical challenges and costs of complying with regulations applicable to insurance brokers and other business operations in countries where we do business, including many in emerging markets; and •the practical challenges and costs of compliance with all other laws, rules and regulations relating to the conduct of business, including trade sanction laws administered by the U.S., E.U., U.K., and other governments, as well as the requirements of the U.S." **Prior (2025):** 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 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 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 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 of withholding and other taxes on remittances and other payments from subsidiaries; •the imposition or increase of investment and other restrictions by foreign governments; the imposition or increase of investment and other restrictions by foreign governments; •fluctuations in currency exchange rates or our tax rates; fluctuations in currency exchange rates or our tax rates; •difficulties in controlling operations and monitoring colleagues in geographically dispersed and culturally diverse locations; and 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. 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. **Current (2026):** 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, geopolitical, economic, legal, regulatory, compliance, cultural, market, operational and other risks. The possible effects of these disruptions throughout the world could have an adverse impact on our business 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 general economic and political conditions in the U.S. and foreign countries (including political and social unrest in certain regions); •geopolitical events, conflicts and tensions in a variety of geographies; geopolitical events, conflicts and tensions in a variety of geographies; •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 controls or limitations on the conversion of foreign currencies or remittance of dividends and other payments by foreign subsidiaries; •the imposition of economic and trade sanctions by both the U.S. and foreign governments; the imposition of economic and trade sanctions by both the U.S. and foreign governments; •the imposition of trade restrictions or tariffs by both the U.S. and foreign governments; the imposition of trade restrictions or tariffs by both the U.S. and foreign governments; •the imposition of withholding and other taxes on remittances and other payments from subsidiaries; 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; the imposition or increase of investment and other restrictions by foreign governments; •fluctuations in currency exchange rates or our tax rates; fluctuations in currency exchange rates or our tax rates; •difficulties in controlling operations and monitoring colleagues in geographically dispersed and culturally diverse locations; difficulties in controlling operations and monitoring colleagues in geographically dispersed and culturally diverse locations; •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); 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); •the practical challenges and costs of complying with regulations applicable to insurance brokers and other business operations in countries where we do business, including many in emerging markets; and the practical challenges and costs of complying with regulations applicable to insurance brokers and other business operations in countries where we do business, including many in emerging markets; and •the practical challenges and costs of compliance with all other laws, rules and regulations relating to the conduct of business, including trade sanction laws administered by the U.S., E.U., U.K., and other governments, as well as the requirements of the U.S. Foreign Corrupt Practices Act ('FCPA') and anti-bribery and corruption laws in other countries where we carry out business. the practical challenges and costs of compliance with all other laws, rules and regulations relating to the conduct of business, including trade sanction laws administered by the U.S., E.U., U.K., and other governments, as well as the requirements of the U.S. Foreign Corrupt Practices Act ('FCPA') and anti-bribery and corruption laws in other countries where we carry out business. In addition, as a result of the global scale of our businesses and operations, we are exposed to many types of fraud-related risks that may be committed by colleagues, vendors, suppliers, distributors and other persons with whom we do business. Our businesses are 29 29 dependent on our ability to process a large number of increasingly complex transactions across the globe, which, when coupled with geographic and industry vulnerabilities in the different jurisdictions in which we operate, can subject us to potentially fraudulent activity. If, for example, any of our financial, accounting, or other data processing systems are subjected to fraudulent manipulation or purposeful sabotage by our colleagues or one or more outsiders, these systems could fail or have other significant shortcomings, which could materially adversely affect our ongoing business and operations both in the U.S. and abroad. We are similarly dependent on our colleagues. We could be materially adversely affected if one or more of our colleagues causes a significant operational break-down or failure, either as a result of human error or where an individual purposefully sabotages or fraudulently manipulates our operations or systems. Third parties with whom we do business could also be sources of operational risk to us, including by conducting fraudulent activities within such parties' own systems or carried out by its employees. Any of these occurrences could adversely affect our ability to operate one or more of our businesses, while simultaneously exposing us to potential liability to clients and customers, reputational damage, as well as legal, judicial and regulatory intervention or fines.Economic and trade 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 a large number of countries including China, which have been exacerbated by geopolitical developments and military activity in the Asia-Pacific region, and which could lead to an increase in sanctions and the implementation of other trade or investment measures. There has been an increase in sanctions designations and other restrictive measures in relation to Russia and other jurisdictions, as well as counter-sanctions imposed in response. Additionally, sanctions issued in response to conflicts and instability in the Middle East as well as other existing or emerging conflicts or potential conflicts globally 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, including the energy and transportation sectors. 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, including cyberattacks and espionage, may negatively impact more 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.In addition, sanctions regimes are increasingly complex, evolve rapidly and may be imposed, relaxed, modified or reinstated in response to political or diplomatic developments, including in jurisdictions such as Venezuela and Syria. Governments have also increasingly proposed or implemented sector-specific and services-based sanctions, including measures affecting the transportation, insurance or financing of energy commodities. Touchpoints with sanctioned individuals, entities or locations can be difficult to identify and, given the increased scope and complexity of sanctions and the pace of regulatory change, there is an increased risk of non-compliance. A number of volatile geopolitical events are likely to affect the implementation of sanctions such as Russia's invasion of Ukraine, 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 affected jurisdictions may include significant businesses or client activity for us. As a result, we cannot predict the impacts of any changes in the U.S., E.U., U.K. or other sanctions, counter-sanctions or related regulatory changes, 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 dependent on our ability to process a large number of increasingly complex transactions across the globe, which, when coupled with geographic and industry vulnerabilities in the different jurisdictions in which we operate, can subject us to potentially fraudulent activity. If, for example, any of our financial, accounting, or other data processing systems are subjected to fraudulent manipulation or purposeful sabotage by our colleagues or one or more outsiders, these systems could fail or have other significant shortcomings, which could materially adversely affect our ongoing business and operations both in the U.S. and abroad. We are similarly dependent on our colleagues. We could be materially adversely affected if one or more of our colleagues causes a significant operational break-down or failure, either as a result of human error or where an individual purposefully sabotages or fraudulently manipulates our operations or systems. Third parties with whom we do business could also be sources of operational risk to us, including by conducting fraudulent activities within such parties' own systems or carried out by its employees. Any of these occurrences could adversely affect our ability to operate one or more of our businesses, while simultaneously exposing us to potential liability to clients and customers, reputational damage, as well as legal, judicial and regulatory intervention or fines. --- ## Modified: 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. **Key changes:** - Reworded sentence: "On July 4, 2025, the 'Act to provide for reconciliation pursuant to title II of H." - Reworded sentence: "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' package)." **Prior (2025):** 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. **Current (2026):** 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. 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. 38 38 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. 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' package). As countries in which we do business enact legislation consistent with the OECD's Pillar Two global minimum tax rules, WTW's income may be subject to additional taxation or other unfavorable tax consequences. The Pillar Two rules and related guidance, as well as how specific jurisdictions in which we do business may address or implement the Pillar Two recommendations, is a developing area with significant uncertainty. Future developments related to Pillar Two or other legislative enactments may adversely impact WTW. Risks Related to Being an Irish-Incorporated CompanyThe 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 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 an ordinary resolution of shareholders. In addition, when an Irish company issues shares for cash to new shareholders, it is generally required first to offer those shares on the same or more favorable terms to existing shareholders on a pro-rata basis. It is possible for such statutory pre-emption rights to be disapplied in a company's constitution or by a special resolution of shareholders.The Company's constitution, when originally adopted, authorized our directors to allot shares up to the maximum of the Company's authorized but unissued share capital and disapplied statutory pre-emption rights for a period of five years. Since the expiry of this initial five-year period, we seek these allotment and pre-emption shareholder authorizations at appropriate levels and intervals. However, if we are unable to obtain these authorizations from our shareholders or are otherwise limited by the terms of our authorizations, then our ability to issue shares under our equity compensation plans and, if applicable, facilitate funding acquisitions or otherwise raise capital could be adversely affected. 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 COMMENTSNone. 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. 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' package). As countries in which we do business enact legislation consistent with the OECD's Pillar Two global minimum tax rules, WTW's income may be subject to additional taxation or other unfavorable tax consequences. The Pillar Two rules and related guidance, as well as how specific jurisdictions in which we do business may address or implement the Pillar Two recommendations, is a developing area with significant uncertainty. Future developments related to Pillar Two or other legislative enactments may adversely impact WTW. --- ## Modified: 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. **Key changes:** - Reworded sentence: "We are exposed to various risks arising out of disasters and business continuity problems, such as wildfires, earthquakes, hurricanes, terrorist attacks, acts of war, conflicts, or civil unrest, pandemics, security breaches, ransomware or destructive malware attacks, power loss or disruption, telecommunications failures or other natural or man-made disasters." - Added sentence: "26 26 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." - Added sentence: "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." - Added sentence: "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." - Added sentence: "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." **Prior (2025):** 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. **Current (2026):** We are exposed to various risks arising out of disasters and business continuity problems, such as wildfires, earthquakes, hurricanes, terrorist attacks, acts of war, conflicts, or civil unrest, pandemics, security breaches, ransomware or destructive malware attacks, power loss or disruption, 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. 26 26 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. 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 --- ## Modified: Risks Related to Being an Irish-Incorporated Company **Key changes:** - Added sentence: "16 16 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." - Added sentence: "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." - Added sentence: "These risk factors should be carefully considered in evaluating our business and investing in us." - Added sentence: "The descriptions below are not the only risks and uncertainties that we face." - Added sentence: "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." **Prior (2025):** •The laws of Ireland differ from the laws in effect in the United States and may afford less protection to holders of our securities. The laws of Ireland differ from the laws in effect in the United States and may afford less protection to holders of our securities. 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. 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. 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. 17 17 17 **Current (2026):** •The laws of Ireland differ from the laws in effect in the United States and may afford less protection to holders of our securities. The laws of Ireland differ from the laws in effect in the United States and may afford less protection to holders of our securities. 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. 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. 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. 16 16 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, cost savings, efficiencies and other benefits.Our future growth, profitability, and cash flows largely depend upon our ability to successfully establish and execute our global business strategy, including executing on our expected product, service and transaction pipelines. 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. 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. Further, 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 the distraction of management and colleagues. 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.As our strategy evolves, we may be unable to successfully execute the associated strategic changes, including as a result of factors discussed in this 'Risk Factors' section. Our investments of significant time and resources into new product or service offerings, as well as in technology and infrastructure to support these offerings may not deliver the expected return or sufficient return to cover the cost of investment. These investments include those made organically as well as those made through inorganic acquisitions such as the acquisitions of Newfront Insurance Holdings, Inc. ('Newfront') and Cushon. If we are unable to develop and execute optimally on our global business strategy it could have a material adverse effect on our business, financial condition and results of operations.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 --- *Data sourced from SEC EDGAR. Last updated 2026-06-01.*