Willis Towers Watson Public Limited Company

“WTW is a leading global advisory, broking and solutions company that provides data-driven, insight-led solutions in the areas of people, risk and capital. Utilizing the global view and local expertise of our approximately 47,000 colleagues serving more than 140 countries and markets”

“We derive the majority of our revenue from either commissions or fees for brokerage or from consulting services. We do not determine the insurance premiums on which our commissions are generally based.”

“We manage our business across two integrated reportable operating segments: Health, Wealth & Career and Risk & Broking.”

“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.”

“We operate a private Medicare marketplace in the U.S. through which, along with our active employee marketplace, we help our clients move to a more sustainable economic model by capping and controlling the costs associated with healthcare benefits.”

“The Health & Benefits (‘H&B’) business provides strategy and design consulting, plan management service and support, broking and administration across the full spectrum of health, wellbeing and other group benefit programs, including medical, dental, disability, life, voluntary benefits and other coverage.”

“Health, Wealth & Career 55 % 59 % 60 % Risk & Broking 45 % 41 % 40 %”

“We place insurance with approximately 2,500 insurance carriers, none of which individually accounted for a significant concentration of the total premiums we placed on behalf of our clients in 2025, 2024 or 2023.”

“including our recent acquisition of Newfront Insurance Holdings, Inc. and our planned acquisition of Cushon”

“including our recent acquisition of Newfront Insurance Holdings, Inc. and our planned acquisition of Cushon”

“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.”

“TZ Holdings, Inc. and its subsidiaries, including MG LLC (doing business as TRANZACT)”

“We also advise the majority of the world’s leading insurance companies.”

“•Accelerate performance: By executing on the segment growth strategies to strengthen business fundamentals, advance innovative solutions and capitalize on our global footprint.”

“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.”

“Overall, at the time of filing this Annual Report, we are seeing a softening market.”

“In the U.K., our business is regulated by the Financial Conduct Authority (‘FCA’).”

“At the federal level, certain of our operating subsidiaries are regulated by the SEC through the Investment Company Act of 1940 and the Investment Advisers’ Act of 1940 and by the Department of Labor through the Employee Retirement Income Security Act, or ERISA.”

“Certain of our entities that undertake pension scheme management are subject to MiFID (Markets in Financial Instruments Directive) and MiFIR (the Markets in Financial Instruments Regulation).”

“We have material pension liabilities, some of which represent unfunded and underfunded pension and postretirement liabilities.”

“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.”

“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.”

“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.”

“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)”

“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.”

“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.”

“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.”

“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”

“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.”