Willis Towers Watson (WTW) Risk Factor Changes

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…

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.

In addition, the U.S.

We account for certain joint ventures or other significant investments in businesses under the equity method of accounting.

In addition, we have a substantial amount of goodwill on our consolidated balance sheet as a result of acquisitions we have completed.

U.S.

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.

The Company is heavily invested in the U.K.

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.

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 c…

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 con…

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.

Our activities are subject to extensive regulation under the laws of the U.S., the U.K., the E.U.

Any of these effects could materially harm our business and results of operations without appropriate adaptation of our business.

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…

Changes in government and accounting regulations in the U.S.

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 u…

A material portion of our revenue is affected by statutory or regulatory changes.

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 Venez…

Sanctions imposed by the U.S., the E.U., the U.K.

International conflicts and related geopolitical tensions increase the risk of sanctions impacting our business.

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We continue to expand our businesses and operations into new regions throughout the world, including emerging markets.

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 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, incl…

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.

The ultimate outcome of all of the above matters cannot be ascertained and liabilities in indeterminate amounts may be claimed or imposed on us.

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 com…

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 de…

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 impleme…

Our business and our capacity to serve our clients depend on effective information systems, including the effective storage, retrieval, processing and management of information.

We are also subject to the terms of our privacy policies and contractual obligations to third parties related to privacy, data protection and information security.

The evolving and potentially conflicting interpretations of these laws and regulations in the U.S and abroad, as well as laws applicable to the Company that are not named in these risk factors, may restrict the manner…

The Company is also subject to data privacy laws and regulations that apply to the collection, storage and use of personal health information, including, without limitation, the U.S.

We are subject to numerous laws and regulations in the U.S.

We have implemented and regularly review and update processes and procedures to protect against fraud and unauthorized access to and use of secured data and to prevent data loss.

The methods used to obtain unauthorized access to, disable or degrade service or sabotage the Company’s systems are also constantly evolving, are increasingly sophisticated, and may be difficult to anticipate or detect.

We and our vendors regularly experience cybersecurity incidents, including successful attacks from time to time, and we expect that to continue going forward.

provide information technology (‘IT’) outsourcing, offsite storage and other services to agree to maintain certain standards with respect to the storage, protection and transfer of confidential, personal and proprieta…

Many of the software applications that we use in our business are licensed from, and supported, upgraded and maintained by, third-party vendors.

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-…

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.

investment may not be profitable or may be less profitable than what we have experienced historically.

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.

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 i…

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 b…

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 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.

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.

Our growth depends in part on our ability to make acquisitions and execute other strategic transactions.

Further, we have stated certain financial goals, including with respect to our cash flows, our growth and margin targets, and our share repurchases.

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…

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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.

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.

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.

For example, in August 2022, the U.S.

These Brexit-related changes may adversely affect our operations and financial results.

chain such as suppliers and other counterparties; and the availability and reliability of information upon which we determine our commitments, goals, and achievements.

regulations of countries outside the U.S.

and Hamas, and subsequently Hezbollah and Iran.

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.

The market for such qualified individuals is competitive and we may be unable to hire the talent needed to mitigate the foregoing risks.

investigate and defend against potential private class-action litigation or litigation brought by regulatory authorities.

We have implemented and regularly review and update processes and procedures to protect against fraud and unauthorized access to and use of secured data and to prevent data loss.

parties.

Major public health issues have adversely affected, and could in the future materially adversely affect, our business, results of operations and/or financial condition.

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 li…

and gaining efficiencies.

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 imp…

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 a…

We may not be able to fully realize the anticipated benefits of our strategy or our expected product, service and transaction pipelines.

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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…

Future developments related to Pillar Two or other legislative enactments may adversely impact WTW.

On July 4, 2025, the ‘Act to provide for reconciliation pursuant to title II of H.

we believe to be reasonable based on specific circumstances.

could experience reduced revenue and reputational harm if we are targeted by government actors, private groups or influential individuals who disagree with our public positions on social or environmental issues, inclu…

forms, including volume- or profit-based contingent commissions, facilities administration charges, business development agreements, and fees for providing certain data to carriers.

areas may be impacted.

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 ope…

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 person…

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future and contingent events, the actual outcome of which we cannot know in advance.

degradation, delays, contract penalties, additional costs or reputational harm.

We also depend on numerous third-party vendors, technology partners and other service providers to deliver our services and operate our business.

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 have a number of strategic initiatives involving investments in technology and infrastructure to support our own systems as well as partnerships with technology companies.

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 co…

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 li…

underperform relative to our expectations.

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.