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What changed in Willis Towers Watson's 10-K — 2023 vs 2024

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Paragraph-level year-over-year comparison of Willis Towers Watson's 2023 and 2024 10-K annual filings, covering the Business, Risk Factors, Legal Proceedings, Cybersecurity, MD&A and Market Risk sections. Every new, removed and edited paragraph is highlighted side-by-side so you can see exactly what management changed in the 2024 report.

+578 added−556 removedSource: 10-K (2025-02-25) vs 10-K (2024-02-22)

Top changes in Willis Towers Watson's 2024 10-K

578 paragraphs added · 556 removed · 450 edited across 7 sections

Item 1. Business

Business — how the company describes what it does

75 edited+21 added−21 removed98 unchanged
Biggest changeThe number of employees by segment as of the year ended December 31, 2023 is approximated below: December 31, 2023 Health, Wealth & Career 24,100 Risk & Broking 14,300 Corporate and Other 9,600 Total Employees 48,000 The number of employees by geography as of the year ended December 31, 2023 is approximated below: December 31, 2023 North America 15,500 Europe 15,000 International 17,500 Total Employees 48,000 Voluntary turnover excluding TRANZACT employees (rolling 12-month attrition) has continued on a consistent downward trend throughout 2023 (10.8% compared to 15.2% in 2022).
Biggest changeThe number of colleagues by geography as of December 31, 2024 is approximated below: December 31, 2024 North America 15,100 Europe 15,200 International 18,600 Total Colleagues 48,900 Voluntary turnover excluding TRANZACT colleagues (rolling 12-month attrition) has remained well within target range throughout 2024 (10.9% compared to 10.8% in 2023).
With regard to the marketplace for individuals and active employee exchanges, we believe that clients base their decisions on a variety of factors that include the ability of the provider to deliver measurable cost savings, a strong reputation for efficient execution, a provider’s capability in delivering a broad number of configurations to serve various population segments, and an innovative service delivery model and platform.
With regard to the marketplace for active employee exchanges, we believe that clients base their decisions on a variety of factors that include the ability of the provider to deliver measurable cost savings, a strong reputation for efficient execution, a provider’s capability in delivering a broad number of configurations to serve various population segments, and an innovative service delivery model and platform.
We have long-term relationships with our Investments clients, with the majority of our revenue driven by retainer contracts. Career Our career-related offerings include advice, data, software and products to address clients’ total rewards and talent issues across the globe delivered through our Work & Rewards and Employee Experience businesses.
We have long-term relationships with our Investments clients, with the majority of our revenue driven by retainer contracts. 5 Career Our career-related offerings include advice, data, software and products to address clients’ total rewards and talent issues across the globe delivered through our Work & Rewards and Employee Experience businesses.
The market for our services is subject to change as a result of economic, regulatory and legislative changes, technological developments, and increased competition from established and new competitors. Regulatory and legislative actions, along with continuously evolving technological developments, will likely have the greatest impact on the overall market for our exchange products.
The market for our services is subject to change as a result of economic, regulatory and legislative changes, technological developments, and increased competition from established and new competitors. Regulatory and legislative actions, along with continuously evolving technological developments, will likely have the greatest impact on the overall market for our exchange 10 products.
Additional competitive pressures have arisen and are expected to continue to arise from the entry and expansion of new market participants, such as banks, accounting firms, new brokers and insurance carriers themselves, offering risk management or transfer services. 10 The human capital and risk management consulting industries are highly competitive.
Additional competitive pressures have arisen and are expected to continue to arise from the entry and expansion of new market participants, such as banks, accounting firms, new brokers and insurance carriers themselves, offering risk management or transfer services. The human capital and risk management consulting industries are highly competitive.
Furman also serves as a Trustee of the Jewish Theological Seminary and a Director of the Legal Aid Society. He previously served as a member of the U.S. Securities and Exchange Commission’s Investor Advisory Committee, where he served on the Executive 13 Committee and chaired the Market Structure Subcommittee.
Furman also serves as a Trustee of the Jewish Theological Seminary and a Director of the Legal Aid Society. He previously served as a member of the U.S. Securities and Exchange Commission’s Investor Advisory Committee, where he served on the Executive Committee and chaired the Market Structure Subcommittee.
She served as the Senior Director, Global Talent Advisor for Human Capital & Benefits from March 2019 to August 2021 and as Senior Director and Head of Global Total Rewards, HR Integration and the HR Business Office from November 2016 to March 2019. From January 2016 to November 2016, Ms.
She also served as the Senior Director, Global Talent Advisor for Human Capital & Benefits from March 2019 to August 2021 and as Senior Director and Head of Global Total Rewards, HR Integration and the HR Business Office from November 2016 to March 2019. From January 2016 to November 2016, Ms.
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.
At the federal level, certain of our operating subsidiaries are regulated by the SEC through the Investment Company Act of 11 1940 and the Investment Advisers’ Act of 1940 and by the Department of Labor through the Employee Retirement Income Security Act, or ERISA.
Our portfolio of services support the interrelated challenges that the management teams of our clients face across human resources (‘HR’) and finance. HWC is the larger of the two segments of the Company.
Our portfolio of services support the interrelated challenges that the management teams of our clients face across human resources (‘HR’) and finance. 4 HWC is the larger of the two segments of the Company.
Principal Services We manage our business across two integrated reportable operating segments: Health, Wealth & Career and Risk & Broking. Below are the percentages of revenue generated by each segment for each of the years ended December 31, 2023, 2022 and 2021. These percentages exclude revenue that has been classified as discontinued operations in our consolidated statements of comprehensive income.
Principal Services We manage our business across two integrated reportable operating segments: Health, Wealth & Career and Risk & Broking. Below are the percentages of revenue generated by each segment for each of the years ended December 31, 2024, 2023 and 2022. These percentages exclude revenue that has been classified as discontinued operations in our consolidated statements of comprehensive income.
Gebauer graduated Phi Beta Kappa and with high distinction from the University of Nebraska-Lincoln with a bachelor’s degree in mathematics and was designated a Chancellor’s Scholar. Carl A. Hess (age 62) - Mr. Hess has served as Chief Executive Officer at WTW since January 1, 2022 and, prior to that, served as President since August 16, 2021. Mr.
Gebauer graduated Phi Beta Kappa and with high distinction from the University of Nebraska-Lincoln with a bachelor’s degree in mathematics and was designated a Chancellor’s Scholar. Carl A. Hess (age 63) - Mr. Hess has served as Chief Executive Officer at WTW since January 1, 2022 and, prior to that, served as President since August 16, 2021. Mr.
Qureshi holds a bachelor’s degree in pure mathematics and statistics with honors from the University of Manchester in the U.K. and has an actuarial background. Pamela Thomson-Hall (age 55) - Ms. Thomson-Hall has served as the Head of International at WTW since August 30, 2021.
Qureshi holds a bachelor’s degree in pure mathematics and statistics with honors from the University of Manchester in the U.K. and has an actuarial background. Pamela Thomson-Hall (age 56) - Ms. Thomson-Hall has served as the Head of International at WTW since August 30, 2021.
Individual Marketplace serves both employer-based and direct-to-consumer populations through its end-to-end consumer acquisition and engagement platforms, which tightly integrate call routing technology, an efficient quoting and enrollment engine, a customer relations management system and deep links with insurance carriers.
Individual Marketplace serves employer-based populations through its end-to-end consumer acquisition and engagement platforms, which tightly integrate call routing technology, an efficient quoting and enrollment engine, a customer relations management system and deep links with insurance carriers.
The Company’s Memorandum and Articles of Association, Corporate Governance Guidelines, Audit and Risk Committee Charter, Operational Transformation Committee Charter, Human Capital and Compensation Committee Charter, and Corporate Governance and Nominating Committee Charter are available on our website, www.wtwco.com, in the Investor Relations section, or upon request.
The Company’s Memorandum and Articles of Association, Corporate Governance Guidelines, Audit Committee Charter, Risk and Operational Oversight Committee Charter, Human Capital and Compensation Committee Charter, and Corporate Governance and Nominating Committee Charter are available on our website, www.wtwco.com, in the Investor Relations section, or upon request.
Faber holds a bachelor’s degree in economics from Williams College and an M.B.A from Columbia Business School. Matthew S. Furman (age 54) - Mr. Furman has served as General Counsel at WTW since January 4, 2016. Previously, Mr.
Faber holds a bachelor’s degree in economics from Williams College and an M.B.A from Columbia Business School. Matthew S. Furman (age 55) - Mr. Furman has served as General Counsel at WTW since January 4, 2016. Previously, Mr.
ITEM 1. BUSINESS The 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 48,000 colleagues serving more than 140 countries and markets, we help organizations sharpen strategies, enhance resilience, motivate workforces and maximize performance.
ITEM 1. BUSINESS The 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 49,000 colleagues serving more than 140 countries and markets, we help organizations sharpen strategies, enhance resilience, motivate workforces and maximize performance.
Krasner was Global Treasurer and Head of M&A of WTW, and from 2012 to June 2018, was Head of M&A, responsible for the M&A, joint venture, divestiture, and strategic investment activity. Mr.
From June 2018 to January 2021, Mr. Krasner was Global Treasurer and Head of M&A of WTW, and from 2012 to June 2018, was Head of M&A, responsible for the M&A, joint venture, divestiture, and strategic investment activity. Mr.
We work with major corporations, emerging growth companies, governmental agencies and not-for-profit institutions in a wide variety of industries, with many of our client relationships spanning decades. None of the Company’s customers individually represented more than 10% of its consolidated revenue for each of the years ended December 31, 2023, 2022 and 2021.
We work with major corporations, emerging growth companies, governmental agencies and not-for-profit institutions in a wide variety of industries, with many of our client relationships spanning decades. None of the Company’s clients individually represented more than 10% of its consolidated revenue for each of the years ended December 31, 2024, 2023 and 2022.
Faber has served as Chief Operating Officer at WTW since August 30, 2021. Previously, she served as Chief Operating Officer for Corporate Risk & Broking f rom March 2018 to August 2021. Prior to that, Ms.
Alexis Faber (age 47) - Ms. Faber has served as Chief Operating Officer at WTW since August 30, 2021. Previously, she served as Chief Operating Officer for Corporate Risk & Broking f rom March 2018 to August 2021. Prior to that, Ms.
Revenue for our career-related businesses is partly seasonal in nature, with heightened activity in the second half of the calendar year during the annual compensation, benefits and survey cycles. While these businesses enjoy long-term relationships with many clients, work in several practices is often project-based and can be sensitive to economic changes.
Revenue for our career-related businesses is partly seasonal in nature, with heightened activity in the second half of the calendar year during the annual compensation, benefits and survey cycles. While these businesses enjoy long-term relationships with many clients, work in some parts of the businesses is project-based and can be sensitive to economic changes.
Our values, vision, purpose, and Colleague Value Proposition (‘CVP’) — we’re Authentic, Curious and Bold, sets the tone for what to expect at WTW. In addition, our ‘grow, simplify and transform’ strategic priorities enhance our focus on how to continually support and improve our colleague experience.
Our values, vision, purpose, and Colleague Value Proposition (‘CVP’) — we’re Authentic, Curious and Bold, sets the tone for what to expect at WTW. In addition, our strategic priorities enhance our focus on how to support and improve our colleague experience.
We place insurance with more than 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 2023, 2022 or 2021. Available Information The Company files annual, quarterly and current reports, proxy statements and other information with the SEC.
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 2024, 2023 or 2022. Available Information The Company files annual, quarterly and current reports, proxy statements and other information with the SEC.
Year ended December 31, 2023 2022 2021 Health, Wealth & Career 60 % 60 % 60 % Risk & Broking 40 % 40 % 40 % 4 The following presents descriptions of our segments: 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.
Year ended December 31, 2024 2023 2022 Health, Wealth & Career 59 % 60 % 60 % Risk & Broking 41 % 40 % 40 % The following presents descriptions of our segments: 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.
This is underpinned by data and analytics through a balanced matrix of global lines of business and local Property and Casualty businesses, across three geographical areas: North America, Europe and International. Globally, and across the businesses, our specialized and data-driven approach is underpinned by our risk analytics and climate analytics propositions.
This is underpinned by data and analytics through a balanced matrix of global lines of business and local Property and Casualty businesses, across four geographical areas: North America, Great Britain, Western Europe and International. Globally, and across the businesses, our specialized and data-driven approach is underpinned by our risk analytics and climate analytics propositions.
Our clients include many of the world’s leading corporations, including approximately 95% of the FTSE 100, 89% of the Fortune 1000, and 91% of the Fortune Global 500 companies. We also advise the majority of the world’s leading insurance companies.
Our clients include many of the world’s leading corporations, including approximately 96% of the FTSE 100, 89% of the Fortune 1000, and 90% of the Fortune Global 500 companies. We also advise the majority of the world’s leading insurance companies.
Banas was Vice President and Global HR Partner with XL Capital / XL Global Services / XL Insurance from November 2001 to June 2011. Ms. Banas has a BS in Business Management from Fairfield University and a partial MS in Human Resource Management from the University of Connecticut. Alexis Faber (age 46) - Ms.
Banas was Vice President and Global HR Partner with XL Capital/XL Global Services/XL Insurance from November 2001 to June 2011. Ms. Banas has a BS in Business Management from Fairfield University and a partial MS in Human Resource Management from the University of Connecticut. Lucy Clarke (age 58) - Ms.
Specialist teams provide risk consulting and risk transfer solutions to a broad spectrum of clients across a multitude of industries, as well as the financial and professional service sectors. Financial Solutions — Financial Solutions provides insurance broking services and specialized risk advice related to credit and political risk and crisis management, including terrorism, kidnap and ransom and contingency risk.
Specialist teams provide risk consulting and risk transfer solutions to a broad spectrum of clients across a multitude of industries, as well as the financial and professional service sectors. Financial Solutions — Financial Solutions provides insurance broking services and specialized risk advice related to credit and political risk.
With the implementation of the Patient Protection and Affordable Care Act, we also compete with the public exchanges currently run by the U.S. federal, and state governments. We also compete with providers of account-based health plans and consumer-directed benefits such as WageWorks and HealthEquity.
We also compete with the public health insurance exchanges currently run by the U.S. federal and state governments. We also compete with providers of account-based health plans and consumer-directed benefits such as WageWorks and HealthEquity.
Board of Directors A list of the members of the board of directors of the Company as of this date of this Annual Report on Form 10-K and their principal occupations are provided below: Carl Hess Dame Inga Beale Fumbi Chima Chief Executive Officer Former Chief Executive Officer of Lloyd’s of London Former Executive Vice President and Chief Information Officer of Boeing Employees’ Credit Union Stephen Chipman Michael Hammond Jacqueline Hunt Former Chief Executive Officer of Grant Thornton LLP Former Chief Executive Officer and Chair, Lockton International Holdings Ltd.
Thomson-Hall holds an LLB from the University College London and completed her LPC at the College of Law. 14 Board of Directors A list of the members of the board of directors of the Company as of this date of this Annual Report on Form 10-K and their principal occupations are provided below: Carl Hess Dame Inga Beale Fumbi Chima Chief Executive Officer Former Chief Executive Officer of Lloyd’s of London Former Executive Vice President and Chief Information Officer of Boeing Employees’ Credit Union Stephen Chipman Michael Hammond Jacqueline Hunt Former Chief Executive Officer of Grant Thornton LLP Former Chief Executive Officer and Chair, Lockton International Holdings Ltd.
Sustainable investing and environmental, social and governance initiatives continue to be the focus of increased regulatory scrutiny across jurisdictions, with emerging regulation of greenhouse gas emissions and disclosures of their impact on the climate, including in the state of California, proposed rules of the U.S. Securities and Exchange Commission, the Corporate Sustainability Reporting Directive and other regulations across the E.U.
Sustainable investing and environmental, social and governance initiatives continue to be the focus of increased regulatory scrutiny across jurisdictions, with emerging regulation of greenhouse gas emissions and disclosures of their impact on the climate, including in the state of California, final rules adopted by the U.S. Securities and Exchange Commission, and the E.U.
As we continue to grow, simplify, and transform, WTW Work Styles continues to be a key differentiator for us in the market and is an important part of our ongoing strategy to attract, engage and retain top talent. The failure to successfully attract and retain qualified personnel could materially adversely affect our results of operations and prospects.
Our flexibility continues to be a key differentiator for us in the market and is an important part of our ongoing strategy to attract, engage and retain top talent. The failure to successfully attract and retain qualified personnel could materially adversely affect our results of operations and prospects.
Qureshi is currently a board director at Smithbucklin and The Executives' Club of Chicago. Previously, he was the board chair of the Human Resources Management Association of Chicago, and he served on the M&A Faculty of WorldatWork where he taught M&A and taught the International 14 Benefits Course for the International Foundation of Employee Benefit Plans. In 2004, Mr.
Previously, he was the board chair of the Human Resources Management Association of Chicago, and he served on the M&A Faculty of WorldatWork where he taught M&A and taught the International Benefits Course for the International Foundation of Employee Benefit Plans. In 2004, Mr.
As of December 31, 2023, 40% of directors identify as female, 10% as LGBT+ and 10% as Black. In addition, 75% of our board committee chairs are female and 50% identify as Black or LGBT+. Further, 60% of our directors have non-US citizenship.
In addition, 75% of our board committee chairs are female and 50% identify as Black or LGBT+. Additionally, 60% of our directors have non-US citizenship.
Total rewards – We invest significant resources in our most important asset, our colleagues, and having the right total rewards programs to support our colleague experience is an important part of our commitment to being the best company we can be.
Total Rewards – We invest significant resources in our most important asset, our colleagues, and having the right total rewards programs to support our colleague experience is an important part of our commitment to being the best company we can be. We offer market competitive rewards in aggregate, aligned to a pay-for-performance culture.
Hess worked in a variety of roles for over 20 years at Watson Wyatt, lastly as Global Practice Director of Watson Wyatt’s Investment business. Mr. Hess is a Fellow of the Society of Actuaries and the Conference of Consulting Actuaries and a Chartered Enterprise Risk Analyst. He has a bachelor’s degree cum laude in logic and language from Yale University.
Hess worked in a variety of roles for over 20 years at Watson Wyatt, lastly as Global Practice Director of Watson Wyatt’s Investment business. Mr. 13 Hess is a Fellow of the Society of Actuaries and the Conference of Consulting Actuaries and a Chartered Enterprise Risk Analyst.
Our major competitors in the insurance consulting and software industry include Milliman, Oliver Wyman (a Marsh & McLennan company), the big four accounting firms (Deloitte LLP, Ernst & Young, PricewaterhouseCoopers, and KPMG), and SunGard.
Our major competitors in the insurance consulting and software industry include Milliman, Oliver Wyman (a Marsh & McLennan company), the big four accounting firms (Deloitte LLP, Ernst & Young, PricewaterhouseCoopers, and KPMG), and SunGard. Aon plc, Mercer (a Marsh & McLennan company), Automatic Data Processing and Fidelity are among our largest competitors in the insurance exchange industry.
Our solutions range from single asset class activity, through complete management of entire pension plan assets including sophisticated liability hedging programs. 5 We bring together a broad array of specialist investment knowledge and skills across all asset classes, a high-quality execution platform, a cost advantage through our scale, and expert advisors with experience across all client types from the largest plans in the world to small corporate pension plans.
We bring together a broad array of specialist investment knowledge and skills across all asset classes, a high-quality execution platform, a cost advantage through our scale, and expert advisors with experience across all client types from the largest plans in the world to small corporate pension plans.
See Part I, Item 1A Risk Factors, for an analysis of how actions by regulatory authorities or changes in legislation and regulation as well as compliance with evolving laws, including with respect to data privacy and cybersecurity, in the jurisdictions in which we operate may have an adverse effect on our business.
Our failure, or that of our employees, to satisfy the regulatory compliance requirements or the legal requirements governing our activities, can result in disciplinary action, fines, reputational damage and financial harm. 12 See Part I, Item 1A Risk Factors, for an analysis of how actions by regulatory authorities or changes in legislation and regulation as well as compliance with evolving laws, including with respect to data privacy and cybersecurity, in the jurisdictions in which we operate may have an adverse effect on our business.
We operate a private Medicare marketplace in the U.S. through which, along with our active employee marketplace, we help our clients move to a more sustainable economic model by capping and controlling the costs associated with healthcare benefits.
We operate a private Medicare marketplace in the U.S. through which, along with our active employee marketplace, we help our clients move to a more sustainable economic model by capping and controlling the costs associated with healthcare benefits. We are not an insurance company, and therefore we do not underwrite insurable risks for our own account.
Insights gathered from colleague listening inform focus areas and adjustments that align with our grow, simplify, and transform strategic priorities and colleague experience — ensuring we are offering the right mix of meaningful and competitive programs now and in the future to deliver our growth strategy.
Insights gathered from colleague listening activities inform focus areas and adjustments that align with our strategic priorities and colleague experience — helping us offer the right mix of meaningful and competitive programs now and in the future to deliver our strategy.
Former Chief Executive Officer of Prudential UK, Europe and Africa Paul Reilly Michelle Swanback Paul Thomas Chief Executive Officer and Chair of Raymond James Financial Chief Executive Officer, TTEC Engage, and President of TTEC Holdings, Inc. Former Chief Executive Officer of Reynolds Packaging Group Fredric Tomczyk Chief Executive Officer of Cboe Global Markets, Inc. 15
Former Chief Executive Officer of Prudential UK, Europe and Africa Paul Reilly Michelle Swanback Paul Thomas Executive Chair of the Board and former Chief Executive Officer of Raymond James Financial Former Chief Executive Officer, TTEC Engage, and President of TTEC Holdings, Inc.
Similarly, we are subject in many jurisdictions to antitrust laws, which are designed to promote robust competition in the markets in which we participate. 11 Our most significant regulatory regions are further described below: United States Our activities in connection with insurance brokerage services within the U.S. are subject to regulation and supervision by state authorities.
Our most significant regulatory regions are further described below: United States Our activities in connection with insurance brokerage services within the U.S. are subject to regulation and supervision by state authorities.
At December 31, 2023, we had the following global female representation, and in the U.S. where we have the most complete data, we had the following ethnic and racial diversity representation: Colleague Group All Colleagues Senior Leadership (ii) Female (global) 55.0% 32.5% (iii) Ethnic and racial diversity (U.S. only) Asian 6.7% 5.6% Black 15.2% 1.6% Hispanic 9.1% 2.8% Other non-white (i) 3.2% 1.5% Total 34.2% 11.5% (iv) (i) Other non-white includes American Indian, Native Hawaiian or other Pacific Islander and two or more races.
The following chart reflects global female demographic data and U.S. ethnic and racial demographic data as of December 31, 2024: Colleague Group All Colleagues Senior Leadership (ii) Female (global) 55.2% 33.6% Ethnic and racial diversity (U.S. only) Asian 7.0% 5.9% Black 15.3% 1.5% Hispanic 10.1% 2.9% Other non-white (i) 3.2% 1.2% Total 35.6% 11.5% (i) Other non-white includes American Indian, Native Hawaiian or other Pacific Islander and two or more races.
He is also a Certified Public Accountant. Anne Pullum (age 41) - Ms. Pullum has served as Head of Europe at WTW since August 30, 2021 and, prior to that, as Head of Western Europe from May 31, 2019 to August 30, 2021.
He is also a Certified Public Accountant. Anne Pullum (age 42) - Ms. Pullum has served as Head of Europe at WTW since August 30, 2021 and co-head of Corporate Development since October 25, 2024. Prior to that, Ms.
At WTW, we continually assess our total rewards strategy, seeking to understand colleague preferences to ensure we are investing in rewards that provide the greatest return.
At WTW, we continually assess our total rewards strategy, considering colleague preferences and striving to invest in rewards that provide the greatest return.
We continually build on our CVP through execution of a colleague experience roadmap and a robust portfolio of colleague listening activities to attract, engage and retain the most accomplished and aspiring talent. Colleagues – Our success depends on our ability to bring to our clients the most accomplished and aspiring talent in the industry.
We continually build on our CVP through execution of a colleague experience roadmap and a robust portfolio of colleague listening activities to attract, engage and retain the most accomplished and aspiring talent. Learning & development – We support professional development and personal growth for our talent.
The branch is therefore subject to requirements in key areas such as SMCR and continues to be subject, in addition, to the supervisory oversight of the Belgian Financial Services & Markets Authority. 12 European Union In 2005, the European Union Insurance Mediation Directive introduced rules to enable insurance and reinsurance intermediaries to operate and provide services within each member state of the E.U. on a basis consistent with the E.U. single market and customer protection aims.
European Union In 2005, the European Union Insurance Mediation Directive introduced rules to enable insurance and reinsurance intermediaries to operate and provide services within each member state of the E.U. on a basis consistent with the E.U. single market and customer protection aims.
Previously, she served as the Chief Administrative Officer and Head of Strategy and Innovation since October 27, 2016. Beginning on January 4, 2016, Ms. Pullum served as WTW’s Head of Strategy, where she has played a key role in determining the Company’s strategy and worked across all business segments and functional areas. Previously, Ms.
Pullum served as WTW’s Head of Strategy, where she has played a key role in determining the Company’s strategy and worked across all business segments and functional areas. Previously, Ms. Pullum served as the Head of Strategy for Willis Group since May 2014. Before joining Willis, Ms.
Information about Executive Officers of the Registrant The executive officers of the Company as of February 22, 2024 were as follows: Kristy D. Banas (age 52) - Ms. Banas has served as Chief Human Resources Officer since August 16, 2021, and also oversees marketing and communication functions.
Information about Executive Officers of the Registrant The executive officers of the Company as of February 25, 2025 were as follows: Kristy D. Banas (age 51) - Ms. Banas has served as Chief Human Resources Officer and Head of Marketing and Communications since May 1, 2023. Prior to that, she served as Chief Human Resources Officer from August 16, 2021.
Midwest from February 2017 to October 2019, and was Market Leader, Greater Chicago and Wisconsin from February 2016 to February 2017. Mr. Qureshi was Managing Consultant of the Chicago office from January 2013 to January 2016, and has been with WTW in other roles since March 1999. Mr.
Qureshi was Managing Consultant of the Chicago office from January 2013 to January 2016, and has been with WTW in other roles since March 1999. Mr. Qureshi is currently a board director at Smithbucklin and The Executives' Club of Chicago.
At its core, our total rewards programs are designed to: • Attract and retain talent in the local marketplace; • Improve colleague performance and engagement; • Promote an inclusive and diverse working environment and workforce; and • Allow for meaningful choice, where appropriate, to address individual needs.
At its core, our total rewards programs are designed to: • Attract, engage, retain and develop talent with a broad range of backgrounds, experiences, and perspectives; • Improve colleague performance and engagement; and • Allow for meaningful choice, where appropriate, to address individual needs.
Across many jurisdictions we are subject to various financial crime laws and regulations through our activities, activities of associated persons, the products and services we provide and our business and client relationships. Such laws and regulations relate to, among other areas, sanctions and export control, anti-bribery, anti-corruption, anti-money-laundering and counter-terrorist financing.
Corporate Sustainability Reporting Directive and other regulations across the E.U. Across many jurisdictions we are subject to various financial crime laws and regulations through our activities, activities of associated persons, the products and services we provide and our business and client relationships.
Employee Experience — Our Employee Experience business focuses on the provision of solutions including employee insight and listening tools, a technology platform that connects users across our HWC segment, communication and change management services.
Employee Experience — Our Employee Experience business focuses on the provision of solutions including employee insight and listening tools, a technology platform that serves as a gateway for employees and plan participants to access their benefits and career information, communication and change management services.
Through these strategies we aim to grow revenue, improve margins and increase cash flow, EBITDA and earnings. We care as much about how we work as we do about the impact that we make. This means commitment to a shared purpose and values, a framework that guides how we run our business and serve clients.
In turn, we’ll be able to fulfill our shared company purpose – We transform tomorrows. We care as much about how we work as we do about the impact that we make. This means commitment to our shared purpose and values, a framework that guides how we run our business and serve clients.
Our total rewards comprise a wide array of programs, including pay, benefits, wellbeing, time off, career development opportunities and other aspects of the work environment.
Alongside our colleague experience, our total rewards programs position WTW as a magnet for the most accomplished and aspiring talent in the industry. 9 Our total rewards comprise a wide array of programs, including pay, benefits, share ownership, wellbeing, workplace flexibility, time off, career development opportunities and other aspects of the work environment.
In-office interactions are encouraged for all colleagues, with some moving to more frequent and regular in-person collaboration, including minimum in-office requirements in some areas of our business.
This framework has flexibility at its core and is based on the principle that the work itself drives where and how the work gets done. In-office interactions are encouraged for all colleagues, with some moving to more frequent and regular in-person collaboration, including minimum in-office requirements in some areas of our business.
Garrard started his insurance career at SBJ Stephenson Insurance Brokers in 1992 as a graduate trainee. He holds a bachelor’s degree in business administration from De Montfort University. Julie J. Gebauer (age 62) - Ms. Gebauer has served as Head of Health, Wealth and Career at WTW since January 1, 2022. Previously, Ms.
He holds a bachelor’s degree magna cum laude from Brown University and a law degree magna cum laude from Harvard Law School. Julie J. Gebauer (age 63) - Ms. Gebauer has served as Head of Health, Wealth and Career at WTW since January 1, 2022. Previously, Ms.
Crisis Management — Our global practice delivers crisis management and contingency risk management to multinational clients, providing comprehensive solutions around terrorism, political violence, accident and health, special crime and active assailant. 7 Surety — The Global Surety team provides expertise in placing bonds across all industries and around the globe.
Clients include international banks, commodity traders, export credit agencies and multinational corporations . Crisis Management — Our global practice delivers crisis management and contingency risk management to multinational clients, providing comprehensive solutions around terrorism, political violence, accident and health, special crime and active assailant.
We leverage our industry experience, strategic perspective and analytical skills to help clients measure and manage risk and capital, improve business performance and create a sustainable competitive advantage. Our services include software and technology, risk and capital management, products and product pricing, financial and regulatory reporting, financial and capital modeling, M&A, outsourcing and business management.
Insurance Consulting and Technology (‘ICT’) ICT is a global business that provides advice and technology solutions to the insurance industry. We leverage our industry experience, strategic perspective and analytical skills to help clients measure and manage risk and capital, improve business performance and create a sustainable competitive advantage.
With ongoing servicing requirements and multi-year contracts in place, we have high client retention rates. We are the leading administrator among the 200 largest pension plans in the U.K., as well as a leader in Germany.
With ongoing servicing requirements and multi-year contracts in place, we have high client retention rates. We provide plan administration services in North America, the U.K., Ireland and Germany.
A surety bond is a financial instrument that guarantees contractual performance, statutory compliance, and financial assurance for domestic and international companies. Marine — Marine provides specialist expertise to the maritime and logistics industries. Our Marine business provides insurance broking services related to hull and machinery, cargo, protection and indemnity, fine art and general marine liabilities, among others.
Surety — The Global Surety team provides expertise in placing bonds across all industries and around the globe. A surety bond is a financial instrument that guarantees contractual performance, statutory compliance, and financial assurance for domestic and international companies. 7 Marine — Marine provides specialist expertise to the maritime and logistics industries.
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. Business Strategy We believe that a unified and integrated approach to advisory, broking and solutions can be a path to growth for organizations around the world.
Our fees for consulting services are spread across a variety of complementary businesses that generally remain 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.
Andrew J. Krasner (age 48) - Mr. Krasner has served as Chief Financial Officer at WTW since September 7, 2021. From February 2021 to August 2021, Mr. Krasner served as Chief Financial Officer for Assured Partners. From June 2018 to January 2021, Mr.
He has a bachelor’s degree cum laude in logic and language from Yale University. Andrew J. Krasner (age 49) - Mr. Krasner has served as Chief Financial Officer at WTW since September 7, 2021 and co-head of Corporate Development since October 25, 2024. From February 2021 to August 2021, Mr. Krasner served as Chief Financial Officer for Assured Partners.
Human Capital Colleague experience – Our colleague experience is an important differentiating factor for WTW and a key enabler of our grow, simplify and transform strategy.
Our services include software and technology, risk and capital management, products and product pricing, financial and regulatory reporting, financial and capital modeling, M&A, outsourcing and business management. Human Capital Colleague experience – Our colleague experience is an important differentiating factor for WTW and a key enabler of our strategy.
Thomson-Hall worked as a solicitor for Clyde & Co and DLA Piper. Ms. Thomson-Hall holds an LLB from the University College London and completed her LPC at the College of Law.
Thomson-Hall worked as a solicitor for Clyde & Co and DLA Piper. Ms.
Fluctuations in these premiums charged by the insurance carriers can therefore have a direct and potentially material impact on our results of operations. Our fees for consulting services are spread across a variety of complementary businesses that generally remain steady during times of uncertainty.
Commission levels generally follow the same trend as premium levels as they are derived from a percentage of the premiums paid by the insureds. Fluctuations in these premiums charged by the insurance carriers can therefore have a direct and potentially material impact on our results of operations.
Pullum served as the Head of Strategy for Willis Group since May 2014. Before joining Willis, Ms. Pullum worked at McKinsey & Company, where she served financial services and natural resource clients since October 2010. Prior to that, Ms.
Pullum worked at McKinsey & Company, where she served financial services and natural resource clients since October 2010. Prior to that, Ms. Pullum conducted economic research at Greenspan Associates in Washington, D.C. and served as an analyst in the Goldman Sachs Equities Division in London. Ms.
We derive the majority of our revenue from either commissions or fees for brokerage or consulting services. We 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 derived from a percentage of the premiums paid by the insureds.
We help sharpen strategies, enhance organizational resilience, motivate workforces and maximize performance to uncover opportunities for sustainable success. 3 We derive the majority of our revenue from either commissions or fees for brokerage or consulting services. We do not determine the insurance premiums on which our commissions are generally based.
We harness our collective power as ‘One WTW’ to make smart connections to serve and support our clients. We operate in attractive markets – both growing and mature – with a diversified platform across industries, segments and businesses globally.
We operate in attractive markets – both growing and mature – with a diversified platform across industries, segments and businesses globally. Our strategy is focused on extending and amplifying WTW’s strengths to deliver sustainable growth and profitability.
Pullum conducted economic research at Greenspan Associates in Washington, D.C. and served as an analyst in the Goldman Sachs Equities Division in London. Ms. Pullum holds an M.B.A. from INSEAD and a bachelor’s degree in international economics from Georgetown University’s School of Foreign Service. Imran Qureshi (age 53) - Mr.
Pullum holds an M.B.A. from INSEAD and a bachelor’s degree in international economics from Georgetown University’s School of Foreign Service. Imran Qureshi (age 54) - Mr. Qureshi has served as Head of North America at WTW since August 30, 2021 and took on the additional role as Head of Integrated & Global Solutions in June 2023.
Work Styles – We have a flexible and adaptable approach to where colleagues work, aligned to the distinct needs of our businesses and leveraging three distinct working solutions: office-based, hybrid and remote. This framework has flexibility at its core and is based on the principle that the work itself drives where and how the work gets done.
For example, in 2024, we launched an employee share purchase plan in several countries and a new recognition hub, a global platform for appreciation and recognition of colleagues. Work Styles – We have a flexible and adaptable approach to where colleagues work, aligned to the distinct needs of our businesses and leveraging three distinct working solutions: office-based, hybrid and remote.
It provides sector-specific risk transfer solutions and insights, which include insurance broking, risk engineering, contractual reviews, wording analysis and claims management. Insurance Consulting and Technology (‘ICT’) ICT is a global business that provides advice and technology solutions to the insurance industry.
Natural Resources — Our Natural Resources practice encompasses the oil, gas and chemicals, mining and metals, power and utilities and renewable energy sectors. It provides sector-specific risk transfer solutions and insights, which include insurance broking, risk engineering, contractual reviews, wording analysis and claims management.
Our Marine clients include, but are not limited to, ship owners and operators, shipbuilders, logistics operations, port authorities, traders, shippers, exhibitors and secure transport companies. Natural Resources — Our Natural Resources practice encompasses the oil, gas and chemicals, mining and metals, power and utilities and renewable energy sectors.
Our Marine business provides insurance broking services related to hull and machinery, cargo, protection and indemnity, fine art and general marine liabilities, among others. Our Marine clients include, but are not limited to, ship owners and operators, shipbuilders, logistics operations, port authorities, traders, shippers, exhibitors and secure transport companies.
Qureshi has served as Head of North America at WTW since August 30, 2021. Prior to that, he served as the Co-Leader, U.S. from February 2017 to August 30, 2021. He also chaired the North American Inclusion & Diversity Council during this time. He served as Region Leader, U.S.
Prior to that, he served as the Co-Leader, U.S. from February 2017 to August 30, 2021. He served as Region Leader, U.S. Midwest from February 2017 to October 2019, and was Market Leader, Greater Chicago and Wisconsin from February 2016 to February 2017. Mr.
We do not consider these regulatory requirements as adversely affecting our competitive position. Our failure, or that of our employees, to satisfy the regulatory compliance requirements or the legal requirements governing our activities, can result in disciplinary action, fines, reputational damage and financial harm.
We do not consider these regulatory requirements as adversely affecting our competitive position.
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We also provide direct-to-consumer sales of Medicare coverage. 3 We are not an insurance company, and therefore we do not underwrite insurable risks for our own account. We help sharpen strategies, enhance organizational resilience, motivate workforces and maximize performance to uncover opportunities for sustainable success.
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Business Strategy We believe that a unified and integrated approach to advisory, broking and solutions can be a path to growth for organizations around the world. We harness our collective power as ‘One WTW’ to make smart connections to serve and support our clients.
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Our vision is to be the best advisory, broking and solutions company for the benefit of all our stakeholders – creating a competitive advantage and delivering sustainable, profitable growth.
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We believe we can achieve this through executing on our three objectives: • Accelerate performance : By executing on the segment growth strategies to strengthen business fundamentals, advance innovative solutions and capitalize on our global footprint. • Enhance efficiency : By having a continuous improvement mindset, delivering operating leverage in our segments and leveraging WTW Enterprise Delivery Organization (WE DO) to focus on right work, right place, right tools and real estate optimization. • Optimize portfolio : By intentionally managing our portfolio through inorganic and organic investment in areas of strength and deepen our large and high-growth businesses with strategic investments in corporate risk and broking, health and benefits and wealth.
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We believe we can achieve this through executing on our three strategic priorities – grow, simplify and transform: • Grow at or above market in priority areas : Focus on core opportunities with the highest growth and return; innovate and accelerate our offerings through a dynamic, yet disciplined, approach; bring targeted solutions to clients reflecting more connected offerings; and increase scale to fill gaps in capabilities through inorganic expansion. • Simplify the business to increase agility and effectiveness : Implement the Company’s streamlined structure of two business segments (Health, Wealth & Career and Risk & Broking) and three geographies (Europe, International and North America); develop a globally consistent client management model and enhance operations to improve sales and retention outcomes; manage our portfolio of businesses intentionally to drive optimal value; and increase speed of execution through agile decision-making processes. • Transform operations to drive savings while enhancing our client and colleague experiences : Maximize global platforms to be as common as possible and as distinct as necessary; right-shore operations to capitalize on our scale; rationalize real estate and build new ways of working; and modernize technology to enhance the digital experience.

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Item 1A. Risk Factors

Risk Factors — what could go wrong, per management

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Biggest changeThe completion of the agreed-upon transaction to sell our Willis Re business to Gallagher, which has occurred in all jurisdictions globally, entails important risks, including, among others: the risk that the post-closing transition arrangements, which are complex, may impose costs or liabilities or may give rise to errors in execution, be distracting to our management, or cause disruption to our business or our relationships with clients, colleagues, suppliers, regulators, competitors, and other third parties; the risk that the triggers for the potential earnout payment may not be met; the risk that transaction and/or transition costs may be greater than expected, including as a result of the complexity of the transition arrangements in domestic and international jurisdictions across the globe; the risk that litigation associated with the Gallagher transaction or with contingent liabilities we have retained, if any, may arise; and other risks in this Annual Report on Form 10-K and in our other SEC filings.
Biggest changeFor 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.
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, allegations of conflicts of interest and unethical behavior.
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.
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; and as such, we do not have limited liability for the work we provide to the associated clients.
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.
Similarly, unauthorized access to or through our information systems or those we develop for our clients, whether by our colleagues or third parties, could result in significant additional expenses (including expenses relating to incident response and investigation, remediation work, notification of data security breaches and costs of credit monitoring 25 services), negative publicity, operational disruption, legal liability and/or damage to our reputation, as well as require substantial resources and effort of management, thereby diverting management’s focus and resources from business operations.
Similarly, unauthorized access to or through our information systems or those we develop for our clients, whether by our colleagues or third parties, could result in significant additional expenses (including expenses relating to incident response and investigation, remediation work, notification of data security breaches and costs of credit monitoring services), negative publicity, operational disruption, legal liability and/or damage to our reputation, as well as require substantial resources and effort of management, thereby diverting management’s focus and resources from business operations.
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 our business success overall.
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.
Strategic and Operational Transformation 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 and cost savings and efficiencies.
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 and cost savings and efficiencies.
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 30 to as ‘Medicare for All’.
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’.
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. We may not be able to fully realize the anticipated benefits of our growth strategy or our expected product, service, and transaction pipelines.
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. We may not be able to fully realize the anticipated benefits of our strategy or our expected product, service and transaction pipelines.
While we believe that we have 31 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 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.
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, resulting in a loss of business for us and a corresponding decline in revenue and profit margin.
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.
Leadership transitions may also impact our relationships with customers and other market participants, and create uncertainty among 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.
Leadership transitions may also impact our relationships with customers and other market participants, and create uncertainty among 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.
Our compliance systems and controls cannot guarantee that we comply 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 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.
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. Additionally, our ideas may not lead to the desired internal efficiencies or be accepted in the marketplace.
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.
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 result in significant claims for unintended or unfunded liabilities.
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.
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 separate and distinct from our operating subsidiaries.
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.
We maintain policies, procedures and administrative, physical and technological safeguards (such as, where in place, multifactor authentication and encryption of data in transit and at rest) designed to protect the security and privacy of the data in our custody and control.
We maintain policies, procedures and administrative, physical and technological safeguards and controls (such as, where in place, multifactor authentication and encryption of data in transit and at rest) designed to protect the security and privacy of the data in our custody and control.
Touchpoints with sanctioned individuals, entities or locations can be difficult to identify and, given the increased scope and complexity of sanctions and the manual nature of some of our processes, there is an increased risk of non-compliance.
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.
The loss of one or more of our executive officers, senior management, 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.
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.
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 substantially impacted.
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, 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.
In addition, we have significant operations throughout the world, which further subject us to applicable laws and 31 regulations of countries outside the U.S. and the U.K.
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 adversely affect our business, client or colleague relationships. In addition, defending against these claims can involve potentially significant costs, including legal defense costs.
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 adversely affect our business, client or colleague relationships. Defending against these claims can involve potentially significant costs, including legal defense costs.
For example, any changes in U.S. trade policy (including any increases in tariffs 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.
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.
In addition, the potential for a significant insurer to fail, be downgraded or withdraw from writing certain lines of insurance coverages 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.
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.
We cannot assure that such cybersecurity incidents or attacks will not have a material impact on our business or financial results in the future. When required by law, we have notified individuals, clients and relevant regulatory authorities (such as insurance/financial services regulators and privacy regulators) of such cybersecurity incidents or attacks.
We cannot ensure that such cybersecurity incidents or attacks will not have a material impact on our business or financial results in the future. When required by law, we have notified individuals, clients and/or relevant regulatory authorities (such as insurance and financial services regulators and privacy regulators) of such cybersecurity incidents or attacks.
We have experienced successful attacks, by various types of hacking groups, in which personal and commercially sensitive information, belonging to the Company or its clients, has been compromised. However, none of these cybersecurity incidents or attacks to our knowledge have been material to our business or financial results.
While we have experienced successful attacks by various types of hacking groups in which personal and commercially sensitive information, belonging to the Company or its clients, has been compromised, none of these cybersecurity incidents or attacks to our knowledge have been material to our business or financial results.
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 liabilities provisions of the U.S. federal or state securities laws or hear actions against us or those persons based on those 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.
In particular, further 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.
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 parties.
Any compromise of the product, software, data or infrastructure of a Company vendor, including a software or IT vendor in our supply chain has, and could again, in turn result in the compromise of Company data or infrastructure or result in material operational disruption, although no such previous compromise has been material to our business or financial results.
Any compromise of the product, software, data or infrastructure of a Company vendor, including a software or IT vendor in our supply chain, has and could again, result in the compromise of Company data or infrastructure or result in material operational disruption, although no such known previous compromise has been material to our business or financial results.
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 conflict, or are perceived to conflict, with the interests of another client.
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.
Such inquiries or investigations may 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.
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.
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, but can be a challenge for a large and complex company such as ours.
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.
In addition, we face risks related to divesting businesses, including that we may not receive adequate consideration 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.
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.
Certain investors have developed their own ESG ratings while others use third-party benchmarks or scores to measure a company’s ESG practices and make investment decisions or otherwise engage with the company to influence its practices in these areas. Additionally, our clients may evaluate our ESG practices and/or request that we adopt certain ESG policies in order to work with us.
Certain investors have developed their own sustainability ratings while others use third-party benchmarks or scores to measure a company’s sustainability practices and make investment decisions or otherwise engage with the company to influence its practices in these areas. Additionally, our clients may evaluate our sustainability practices and/or request that we adopt certain sustainability-related policies in order to work with us.
In addition, under the indentures for our 3.600% senior notes due 2024, 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 5.350% senior notes due 2033, our 6.125% senior notes due 2043, our 5.050% senior notes due 2048, and our 3.875% senior notes due 2049, 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.
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 5.350% senior notes due 2033, 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.
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.
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.
Overall, our ability to contractually limit our potential liability may be limited 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 imposed on us.
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.
On December 20, 2021, the OECD/G20 Inclusive Framework on Base Erosion and Profit Shifting released the Model Global Anti-Base Erosion (‘GloBE’) rules (the ‘OECD Model Rules’) under Pillar Two. On December 12, 2022, E.U. member states reached an agreement to implement Pillar Two and this requires E.U. member states to enact domestic legislation to put Pillar Two into effect.
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.
We may have difficulty attracting, training, and retaining the talent that we need to successfully manage this change. 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 business or financial results.
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.
Also, organizations that provide ratings information to certain investors on ESG matters may assign unfavorable ratings to the Company, which may lead to negative investor sentiment and the diversion of investment capital to other companies or industries, which could have a negative impact on the price of our ordinary shares and our costs of capital.
Also, organizations that provide ratings information to certain investors on sustainability-related matters may assign unfavorable ratings to the Company, which may lead to negative investor sentiment and the diversion of investment capital to other companies or industries, which could have a negative impact on the price of our ordinary shares and our costs of capital.
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 36 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.
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. 36 We report our operating results and financial condition in U.S. dollars.
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 or 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 E&O or other claims.
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.
We may not be able to detect and assess such issues, or implement appropriate mitigation or remediation, in a timely manner. We are engaged in an ongoing effort to enhance our protections against such attacks; this effort will require significant expenditures and may not be successful.
We may not be able to detect and assess such issues, or implement appropriate mitigation or remediation, in a timely manner. We are engaged in an ongoing effort to enhance our protections against such attacks; this effort will require significant expenditures, take time to execute and may not be successful.
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 a material adverse impact on our healthcare-related businesses.
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.
We may not have sufficient funds available or access to funding to repurchase tendered notes in that event, which could result in a default under the notes. Any future debt that we incur may contain covenants regarding repurchases in the event of a change of control triggering event.
We may not have sufficient funds available or access to funding to repurchase tendered notes in that 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.
For example, in the case of pension plan actuarial work, a client’s claims might focus on the client’s alleged 28 reliance on actuarial assumptions that it believes 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.
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.
Should we be unable to succeed in our initiatives to drive growth and achieve our stated financial targets, 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.
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.
Over time, the frequency, severity and sophistication of the attacks against us and our vendors have increased, including due to the use of artificial intelligence for purposes of cybercrime, and the broader range of threat actors, including state-sponsored actors and hacker activists.
Over time, the frequency, severity and sophistication of the attacks against us and our vendors have increased, including due to the use of AI for purposes of cybercrime, and the broader range of threat actors, including state-sponsored actors and hacker activists.
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, take significant time and divert management’s focus and resources from business operations.
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.
If we fail to keep pace with rapidly evolving artificial intelligence 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 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.
Identifying conflicts of interest may also prove particularly difficult as we continue to bring systems and information together and integrate newly acquired businesses. In addition, we may not be able to adequately address such conflicts of interest.
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.
It may take longer than expected to hire new colleagues to replace colleagues who have left and/or these new colleagues may be subject to restrictive covenants that impact the amount of business they can generate while those covenants are in effect.
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.
For example, Willis Limited, our U.K. brokerage subsidiary regulated by the FCA, is currently required to maintain $105 million in unencumbered and available financial resources, of which at least $66 million must be in cash, for regulatory purposes.
For example, Willis Limited, our U.K. brokerage subsidiary regulated by the FCA, is currently required to maintain $90 million in unencumbered and available financial resources, of which at least $57 million must be in cash, for regulatory purposes.
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 and financial condition. • As a highly regulated company, 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 or results of operations. • In conducting our businesses around the world, we are subject to political, economic, legal, regulatory, cultural, market, operational and other risks that are inherent in operating in many countries. • Sanctions imposed by governments, or changes to such sanction regulations (such as sanctions imposed on Russia), 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 compliance systems and controls cannot guarantee that we comply 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 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. • Changes and developments in the health insurance system in the United States 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 expectations from investors, clients and our colleagues with respect to our ESG practices can impose additional costs on us or expose us to reputational 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.
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. • 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. • 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 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. • 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. • 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.
In pursuit of our growth strategy, we may also invest significant time and resources into new product or service offerings, as well as investments in technology and infrastructure to support these offerings, and there is the possibility that 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.
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.
We aim to foster a culture that is based on a strong client focus, an emphasis on teamwork, integrity, mutual respect and striving for excellence.
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.
The book minimum tax applies to us in 2023 and did not have a material impact on our effective tax rate. In addition, the U.S.
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.
There is increased and sometimes conflicting focus, including from governments, non-governmental organizations, investors, colleagues and clients, on ESG issues such as environmental stewardship, climate change, diversity and inclusion, racial justice and workplace conduct.
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.
We are regularly subject to cyberattacks and are the target of computer viruses, hackers, distributed denial of service attacks, malware infections, ransomware attacks, phishing and spear-phishing campaigns, and/or other external hazards, as well as improper or inadvertent workforce behavior which, could expose confidential company and personal data systems and information to security breaches.
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.
Our success depends, in part, on our ability to develop and implement technology, data and analytic solutions that anticipate, lead, or keep pace with rapid and continuing changes in technology both for internal operations and for maintaining industry standards and meeting client preferences.
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.
The employment agreements with 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 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.
This risk also 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.
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.
These laws and regulations include insurance and financial industry regulations, antitrust and competition laws, economic and trade sanctions laws relating to countries in which certain subsidiaries do business or may do business (‘Sanctioned Jurisdictions’) such as Crimea (and any occupied territories of Ukraine), Cuba, Iran, Russia, Sudan, Syria and Venezuela, anti-corruption laws such as the FCPA, the U.K.
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, Russia, Sudan, Syria and Venezuela, anti-corruption laws such as the FCPA, the U.K.
Our failure to meet expectations or metrics, whether expectations or metrics set by us or by investors or other stakeholders, or to any other failure to make progress in this area on a timely basis, or at all, could negatively impact our reputation and our business.
Any failure or perceived failure, whether valid or not, to meet expectations or metrics, whether such expectations or metrics are set by us or by investors or other stakeholders, or to any other failure to make progress in this area on a timely basis, or at all, could negatively impact our reputation and our business.
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 operational transformation efforts require us to attract, onboard, and retain individuals relevant for those efforts and we may not be able to do that successfully.
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.
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 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.
Business Environment Risks • 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. • Our business, financial condition, results of operations, and long-term goals may continue to be adversely affected, possibly materially, by negative impacts on the global economy and capital markets resulting from wars or any other geopolitical tensions. • 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.
Business Environment Risks • 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. • 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.
Each of these evolving laws and regulations, in the United States and abroad, as well as laws applicable to the Company that are not named here, may be subject to evolving and conflicting interpretations, restrict the manner in which we provide services to our clients, divert resources from other important initiatives, increase the risk of non-compliance, impose significant compliance and other costs that are likely to increase over time, and increase the risk of fines, lawsuits or other potential liability, all of which could have a material adverse effect on our business and results of operations.
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 in which we provide services to our clients, divert resources from other important initiatives, increase the risk of non-compliance, impose significant compliance and other costs that are likely to increase over time, and increase the risk of fines, lawsuits or other potential liability, all of which could have a material adverse effect on our business and results of operations.
If any of the risks and uncertainties below or other risks were to occur, our business operations, financial condition or results of operations could be materially and adversely impacted.
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.
We also own an interest in a number of associates and companies 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.
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.
Risks in this section 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.
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.
Methodologies for reporting ESG data may be updated and previously-reported ESG data may be adjusted to reflect: improvement in availability or quality of data, changing assumptions, changes in the nature and scope of our operations and other changes in circumstances.
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.
Our growth strategy depends, in part, on our ability to make acquisitions or grow our business organically. 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 or reputation.
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.
A disaster on a significant scale or affecting certain of our key operating areas within or across regions, or our inability to successfully recover should we experience a disaster or other business continuity problem, 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, particularly if any of these problems occur during peak times.
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.
If such legal 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.
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.
New government regulations could also result in new or more stringent forms of ESG oversight and new mandatory and voluntary reporting, diligence and disclosure. These new laws, rules and regulations of our business could affect our operations or require significant expenditures.
New government regulations could also result in new or more stringent forms of sustainability oversight and new mandatory and voluntary reporting, diligence and disclosure and related assurance. These new laws, rules and regulations could affect our operations or require significant expenditures.
Further, the continued 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 our ability to continue to access preferred sources of liquidity when we would like, and our borrowing costs could increase.
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.
The terms of our current financings also include certain limitations. For example, the agreements relating to the debt arrangements and 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.
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.
Also, we may face additional regulatory scrutiny as we expand our businesses geographically and in new products and services that we offer. All of these items reflect an increased focus by regulators (in the U.K., U.S., and elsewhere) on various aspects of the operations and affairs of our regulated businesses.
Also, we face additional regulatory scrutiny as we expand our businesses geographically and as we increase the scope of new products and services that we offer. 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.
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 and the handling of related claims, errors and omissions claims against us may arise that allege our potential liability for all or part of the substantial amounts in question.
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.
However, various significant risks remain in relation to the effects of the post-Brexit arrangements between the E.U. and U.K. some of which have yet to be agreed upon, including the following, among others: • the risk that our implemented business solutions could cost more than expected, or 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 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 equivalence not being granted on qualifications or qualification requirements themselves being changed, or 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 efforts and resources allocated to the post-Brexit evolution of regulations and laws, and associated changes to our operations, cause disruptions to our existing businesses, whether inside or outside the U.K., or both; • 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.
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 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 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.

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Item 1C. Cybersecurity

Cybersecurity — threats and controls disclosure

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Biggest changeSee 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. • Education and Awareness : WTW’s policy is that all WTW colleagues are required to receive annual, mandatory privacy and information security training. • Third-Party Risk Management : WTW’s risk management strategy includes a third-party risk management process that is intended to be aligned to the technology security key controls across the organization. • Threat Intelligence : WTW seeks to obtain threat intelligence on cyber threats to WTW at the strategic, operational and tactical levels.
Biggest changeSee 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. • 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.
Through ongoing communications with these teams, the CISO and senior management 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.
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.
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.
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.
Management’s cybersecurity risk management strategy and processes focus on several key areas, including: • 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.
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.
Additional risks and uncertainties not currently known or that may currently be deemed to be immaterial also may materially adversely affect WTW’s business, financial condition or results of operations.
The risks described in such filings are not the only risks facing WTW. Additional risks and uncertainties not currently known or that may currently be deemed to be immaterial also may materially adversely affect WTW’s business, financial condition or results of operations.
WTW's CISO has served in various roles in information technology and information security for over 32 years, including serving as CISO of several public companies. The CISO holds undergraduate and graduate degrees in mathematics and strategic information systems and has attained the professional certification of 40 Certified Information Systems Security Professional. The CISO reports to the CIO.
The CISO holds undergraduate and graduate degrees in mathematics and strategic information systems and has attained the professional certification of 40 Certified Information Systems Security Professional. 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.
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 enterprise risk management (‘ERM’).
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.
Material Effects of 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.
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.
Additionally, management and third parties from time to time conduct penetration testing and vulnerability scanning 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 risks to the Audit and Risk Committee through its charter.
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.
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.
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.
Technology and cyber risks that meet certain thresholds are escalated and tracked by the ERM team within the Risk function. WTW engages third parties to conduct assessments to help it identify, categorize and manage cyber risks including SOC 2 - Type 2, ISO 27001 and a National Institute of Standards and Technology (‘NIST’) cybersecurity maturity assessment.
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.
The OT 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.
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 33 years, including serving as CISO of several public companies.
The Audit and 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 key risks facing WTW, including financial and strategic risks as well as risks relating to matters of compliance and internal control, tax and pension, among other matters.
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.
The Operational Transformation Committee (the ‘OT Committee’) oversees risks arising out of WTW’s operations related to cybersecurity and other risks. WTW’s Chief Information Security Officer (‘CISO’) and Chief Information Officer (‘CIO’) report to the OT Committee on cybersecurity matters, including key risks.
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 CIO has served in various roles in information technology for over 36 years. As part of the WTW cybersecurity program, cross-functional teams throughout WTW address cybersecurity threats and respond to cybersecurity incidents.
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.
Added
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.
Added
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’), which was recently formed following the completion of the three-year term of the Operational Transformation Committee.
Added
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.

Item 2. Properties

Properties — owned and leased real estate

1 edited+0 added−0 removed2 unchanged
Biggest changeWe do not anticipate difficulty in meeting our space needs at lease expiration.
Biggest changeWe do not anticipate difficulty in meeting our space needs at lease expiration. 41

Item 5. Market for Registrant's Common Equity

Market for Common Equity — stock, dividends, buybacks

14 edited+2 added−1 removed6 unchanged
Biggest changePeriod 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, 2023 through October 31, 2023 119,221 $ 209.69 119,221 6,278,743 November 1, 2023 through November 30, 2023 359,608 $ 239.52 359,608 5,919,135 December 1, 2023 through December 31, 2023 353,180 $ 240.29 353,180 5,565,955 832,009 $ 235.57 832,009 At December 31, 2023, the maximum number of shares that may be purchased under the existing stock repurchase program is 5,565,955, with approximately $1.3 billion remaining on the current open-ended repurchase authority granted by the board.
Biggest changeAt December 31, 2024, the maximum number of shares that may be purchased under the existing stock repurchase program is 4,602,709, with approximately $1.4 billion remaining on the current open-ended repurchase authority granted by the board.
Securities Authorized for Issuance Under Equity Compensation Plans The following table provides information, as of December 31, 2023, about the securities authorized for issuance under the Company’s equity compensation plans and is categorized according to whether or not the equity plan was previously approved by shareholders.
Securities Authorized for Issuance Under Equity Compensation Plans The following table provides information, as of December 31, 2024, about the securities authorized for issuance under the Company’s equity compensation plans and is categorized according to whether or not the equity plan was previously approved by shareholders.
The graph charts the performance of $100 invested on the initial date indicated, December 31, 2018, assuming full dividend reinvestment. Unregistered Sales of Equity Securities and Use of Proceeds During the year ended December 31, 2023, no shares were issued by the Company without registration under the Securities Act of 1933, as amended.
The graph charts the performance of $100 invested on the initial date indicated, December 31, 2019, assuming full dividend reinvestment. Unregistered Sales of Equity Securities and Use of Proceeds During the year ended December 31, 2024, no shares were issued by the Company without registration under the Securities Act of 1933, as amended.
The graph also depicts the total return for the S&P 500 and for a peer group for WTW comprised of Aon plc, Arthur J.
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, Cognizant Technology Solutions Corporation, Conduent Incorporated, 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., The Hartford Financial Services Group, Inc., and Unum Group.
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.
Plan Category Number of Shares to be Issued Upon Exercise of Outstanding Options, Warrants and Rights Weighted Average Exercise Price of Outstanding Options, Warrants and Rights Number of Shares Remaining Available for Future Issuance (ii) Equity Compensation Plans Approved by Security Holders (i) 1,563,028 — 4,924,629 Equity Compensation Plans Not Approved by Security Holders — — — Total 1,563,028 — 4,924,629 (i) Includes options and RSUs outstanding under the Towers Watson & Co. 2009 Long-Term Incentive Plan and the 2012 Equity Incentive Plan (‘2012 Plan’).
Plan Category Number of Shares to be Issued Upon Exercise of Outstanding Options, Warrants and Rights Weighted Average Exercise Price of Outstanding Options, Warrants and Rights Number of Shares Remaining Available for Future Issuance (ii) Equity Compensation Plans Approved by Security Holders (i) 1,404,655 — 4,919,702 Equity Compensation Plans Not Approved by Security Holders — — — Total 1,404,655 — 4,919,702 (i) Includes options and RSUs outstanding under the Towers Watson & Co. 2009 Long-Term Incentive Plan and the 2012 Equity Incentive Plan (‘2012 Plan’).
U.S. shareholders should consult their own tax advisors regarding the application of these rules given their particular circumstances. 42 Performance Graph Comparison of Five-Year Cumulative Total Shareholder Return The graph below depicts cumulative total shareholder returns for WTW for the period from December 31, 2018 through December 31, 2023.
U.S. shareholders should consult their own tax advisors regarding the application of these rules given their particular circumstances. 43 Performance Graph Comparison of Five-Year Cumulative Total Shareholder Return The graph below depicts cumulative total shareholder returns for WTW for the period from December 31, 2019 through December 31, 2024.
As of February 16, 2024, there were 1,020 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.
As of February 24, 2025, there were 958 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.
The Company intends to only grant future awards under the 2012 Plan. (ii) Represents shares available for issuance pursuant to awards that may be granted under the 2012 Plan (3,867,028 shares) and the Willis Towers Watson Public Limited Company Amended and Restated 2010 North American Employee Stock Purchase Plan (1,057,601 shares). 44
The Company intends to only grant future awards under the 2012 Plan. (ii) Represents shares available for issuance pursuant to awards that may be granted under the 2012 Plan (3,911,221 shares) and the Willis Towers Watson Public Limited Company Amended and Restated 2010 North American Employee Stock Purchase Plan (1,008,481 shares). 45
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, 2023 of $241.20.
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, 2024 of $313.24.
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.
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.
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.
The following table presents specified information about the Company’s repurchases of ordinary shares in the fourth quarter and the Company’s repurchase authority.
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.
Residents of the United States should be exempt from Irish DWT provided relevant documentation supporting the exemption has been put in place.
In February 2024, the board of directors is expected to approve a quarterly cash dividend to shareholders of record as of March 31, 2024. 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.
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).
Removed
Since April 20, 2016, when the WTW board reconfirmed, reapproved and reauthorized the remaining $529 million portion of the Legacy Willis program to repurchase the Company’s ordinary shares on the open market or by way of redemption or otherwise, the following additional authorizations have occurred: • November 10, 2016 — the Company announced that the board of directors approved an additional authorization of $1.0 billion. • February 23, 2018 — the Company announced that the board of directors approved an additional authorization of $400 million. • February 26, 2020 — the Company announced that the board of directors approved an additional authorization of $251 million. 43 • July 26, 2021 — the Company announced that the board of directors approved an additional authorization of $1.0 billion. • September 16, 2021 — the Company announced that the board of directors approved an additional authorization of $4.0 billion. • May 25, 2022 — the Company announced that the board of directors approved an additional authorization of $1.0 billion. • September 20, 2023 — the Company announced that the board of directors approved an additional authorization of $1.0 billion.
Added
In February 2025, the board of directors approved a quarterly cash dividend of $0.92 per share ($3.68 per share annualized rate), which will be paid on or around April 15, 2025 to shareholders of record as of March 31, 2025.
Added
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, 2024 through October 31, 2024 362,252 $ 292.18 362,252 5,519,443 November 1, 2024 through November 30, 2024 403,312 $ 314.52 403,312 5,116,131 December 1, 2024 through December 31, 2024 513,422 $ 316.33 513,422 4,602,709 1,278,986 $ 308.92 1,278,986 44 The board of directors has authorized the current open-ended repurchase program for a total of up to $10.2 billion, which was most recently increased by $1.0 billion on November 20, 2024.

Item 7. Management's Discussion & Analysis

Management's Discussion & Analysis (MD&A) — revenue / margin commentary

130 edited+48 added−35 removed80 unchanged
Biggest changeConsolidated Statements of Comprehensive Income ($ in millions, except per share data) Years ended December 31, 2023 2022 Revenue $ 9,483 100 % $ 8,866 100 % Costs of providing services Salaries and benefits 5,344 56 % 5,065 57 % Other operating expenses 1,815 19 % 1,776 20 % Depreciation 242 3 % 255 3 % Amortization 263 3 % 312 4 % Restructuring costs 68 1 % 99 1 % Transaction and transformation 386 4 % 181 2 % Total costs of providing services 8,118 7,688 Income from operations 1,365 14 % 1,178 13 % Interest expense (235 ) (2 )% (208 ) (2 )% Other income, net 149 2 % 288 3 % INCOME FROM CONTINUING OPERATIONS BEFORE INCOME TAXES 1,279 13 % 1,258 14 % Provision for income taxes (215 ) (2 )% (194 ) (2 )% INCOME FROM CONTINUING OPERATIONS 1,064 11 % 1,064 12 % LOSS FROM DISCONTINUED OPERATIONS, NET OF TAX — — % (40 ) — % Income attributable to non-controlling interests (9 ) — % (15 ) — % NET INCOME ATTRIBUTABLE TO WTW $ 1,055 11 % $ 1,009 11 % Diluted earnings per share from continuing operations $ 9.95 $ 9.34 Consolidated Revenue (Continuing Operations) We derive the majority of our revenue from commissions from our brokerage services and fees for consulting and administration services.
Biggest changeConsolidated Statements of Comprehensive Income ($ in millions, except per share data) Years ended December 31, 2024 2023 Revenue $ 9,930 100 % $ 9,483 100 % Costs of providing services Salaries and benefits 5,502 55 % 5,344 56 % Other operating expenses 1,833 18 % 1,815 19 % Impairment (i) 1,042 10 % — — % Depreciation 230 2 % 242 3 % Amortization 226 2 % 263 3 % Restructuring costs 61 1 % 68 1 % Transaction and transformation 409 4 % 386 4 % Total costs of providing services 9,303 8,118 Income from operations 627 6 % 1,365 14 % Interest expense (263 ) (3 )% (235 ) (2 )% Other (loss)/income, net (i) (260 ) (3 )% 149 2 % INCOME FROM OPERATIONS BEFORE INCOME TAXES 104 1 % 1,279 13 % Provision for income taxes (192 ) (2 )% (215 ) (2 )% Income attributable to non-controlling interests (10 ) — % (9 ) — % NET (LOSS)/INCOME ATTRIBUTABLE TO WTW $ (98 ) (1 )% $ 1,055 11 % Diluted (loss)/earnings per share $ (0.96 ) $ 9.95 (i) For the year ended December 31, 2024, Impairment and Other (loss)/income, 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).
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 arrangements, intercompany dividends and intercompany interest.
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.
If future events, including material changes in estimates of cash, working capital, long-term investment 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.
If future events, including material changes in estimates of cash, working capital, long-term investment requirements or additional legislation, necessitate that these earnings be distributed, an additional provision for income and foreign withholding taxes, net of 54 credits, may be necessary.
All other subsidiaries of the parent company are non-guarantor subsidiaries (‘the non-guarantor subsidiaries’). 56 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.
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.
Other Income, Net Other 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 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.
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, we are currently seeing a stabilizing market.
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, we are currently seeing a stabilizing to softening market.
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/margin Adjusted EBITDA/margin Net income attributable to WTW Adjusted net income Diluted earnings per share Adjusted diluted earnings per share Income from continuing operations before income taxes Adjusted income before taxes Provision for income taxes/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 (loss)/income/margin Adjusted EBITDA/margin Net (loss)/income attributable to WTW Adjusted net income Diluted (loss)/earnings per share Adjusted diluted earnings per share Income from continuing operations before income taxes Adjusted income before taxes Provision for income taxes/U.S.
Key estimates and determination of valuation multiples rely on the selection of similar companies, obtaining forecast revenue and EBITDA estimates for the similar companies and selection of valuation multiples as they apply to the reporting unit characteristics. • Guideline transaction method — Under the guideline transactions method, a market approach, actual transaction prices and operating data from companies deemed reasonably similar to the reporting units are used to develop valuation multiples as an indication of how much a knowledgeable investor in the marketplace would be willing to pay for the business units. 66
Key estimates and determination of valuation multiples rely on the selection of similar companies, obtaining forecast revenue and EBITDA estimates for the similar companies and selection of valuation multiples as they apply to the reporting unit characteristics. • Guideline transaction method — Under the guideline transactions method, a market approach, actual transaction prices and operating data from companies deemed reasonably similar to the reporting units are used to develop valuation multiples as an indication of how much a knowledgeable investor in the marketplace would be willing to pay for the business units. 67
For the U.S. and U.K. plans, the following table presents our estimated net periodic benefit income for 2024 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, 2023 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 2024 (income)/expense: U.S.
For the U.S. and U.K. plans, the following table presents our estimated net periodic benefit income 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, 2024 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 2025 expense: 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, 2023.
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, 2024.
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, 2023. These subsidiaries are all consolidated by Willis Towers Watson plc (the ‘parent company’) and together with the parent company comprise the ‘Obligor group’.
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, 2024. These subsidiaries are all consolidated by Willis Towers Watson plc (the ‘parent company’) and together with the parent company comprise the ‘Obligor group’.
Guarantor Guarantor Willis Investment UK Holdings Limited Guarantor Guarantor TA I Limited Guarantor Guarantor Willis Group Limited Guarantor Guarantor Willis Towers Watson Sub Holdings Unlimited Company Guarantor Guarantor Willis Towers Watson UK Holdings Limited 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 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.
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 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.
Approximately 600 WTW employees in the United States have a frozen accrued benefit under this 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.
Approximately 550 WTW employees in the United States have a frozen accrued benefit under this 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.
As of and for the periods ended December 31, 2023 and 2022, 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.
As of and for the periods ended December 31, 2024 and 2023, 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.
The main categories of charges have been in the following four areas: • Real estate rationalization — includes costs to align the real estate footprint to our new ways of working (hybrid work) and includes breakage fees and the impairment of right-of-use assets and other related leasehold assets. • Technology modernization — these charges are incurred in moving to common platforms and technologies, including migrating certain platforms and applications to the cloud.
The main categories of charges were in the following four areas: • Real estate rationalization — includes costs to align the real estate footprint to our new ways of working (hybrid work) and includes breakage fees and the impairment of right-of-use assets and other related leasehold assets. • Technology modernization — these charges are incurred in moving to common platforms and technologies, including migrating certain platforms and applications to the cloud.
The current year effective tax rate includes a $20 million deferred tax benefit related to changes in state apportionment and a $10 million deferred tax benefit related to the remeasurement of deferred tax assets and liabilities associated with the enactment of the Bermuda corporate income tax law.
The prior-year effective tax rate includes a $20 million tax benefit related to changes in state apportionment and a $10 million deferred tax benefit related to the remeasurement of deferred tax assets and liabilities associated with the enactment of the Bermuda corporate income tax law.
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, 2023 and 2022, we had fiduciary funds of $2.6 billion and $3.6 billion, respectively.
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, 2024 and 2023, we had fiduciary funds of $3.4 billion and $2.6 billion, respectively.
The cash flows used in investing activities for the year ended December 31, 2023 consisted primarily of cash and fiduciary funds of $922 million associated with the transfer to Gallagher under a new side letter to the Willis Re sale agreement (see Note 3 — Acquisitions and Divestitures within Item 8 of this Annual Report on Form 10-K for more information) and $242 million of capital expenditures and capitalized software additions.
Cash flows used in investing activities of $1.1 billion for the year ended December 31, 2023 consisted primarily of cash and fiduciary funds of $922 million associated with the transfer to Gallagher under a side letter agreement to the Willis Re sale agreement (see Note 55 3 — Acquisitions and Divestitures within Item 8 of this Annual Report on Form 10-K for more information) and $242 million of capital expenditures and capitalized software additions.
A reconciliation of the reported change to the constant currency and organic change for the year ended December 31, 2023 from the year ended December 31, 2022 is as follows. The components of revenue change may not add due to rounding.
A reconciliation of the as-reported change to the constant currency and organic change for the year ended December 31, 2024 from the year ended December 31, 2023 is as follows. The components of revenue change may not add due to rounding.
(‘Willis North America’) has approximately $4.4 billion senior notes outstanding, of which $650 million were issued on May 16, 2017, $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, and $750 million were issued on May 17, 2023; and b) Trinity Acquisition plc has $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 $1.5 billion revolving credit facility, on which no balance was outstanding at December 31, 2023.
(‘Willis North America’) has approximately $4.5 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 and $750 million were issued on March 5, 2024; 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 $1.5 billion revolving credit facility, on which no balance was outstanding at December 31, 2024.
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 be immaterial. 64 Descriptions of our U.S. and U.K. plans, which comprise 88% of our projected benefit obligations and 91% of our plan assets, are below: United States Legacy Willis – This plan was frozen in 2009.
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 be immaterial. 65 Descriptions of our U.S. and U.K. plans, which comprise 88% of our projected benefit obligations and 89% of our plan assets, are below: United States Legacy Willis – This plan was frozen in 2009.
Addressing four key areas, Health, Wealth, Career and Benefits Delivery & Outsourcing, the segment is focused on addressing our clients’ people and risk needs to help them succeed in a global marketplace. 49 The following table sets forth HWC segment revenue for the years ended December 31, 2023 and 2022, and the components of the change in revenue for the year ended December 31, 2023 from the year ended December 31, 2022.
Addressing four key areas, Health, Wealth, Career and Benefits Delivery & Outsourcing, the segment is focused on addressing our clients’ people and risk needs to help them succeed in a global marketplace. 50 The following table sets forth HWC segment revenue for the years ended December 31, 2024 and 2023, and the components of the change in revenue for the year ended December 31, 2024 from the year ended December 31, 2023.
The following table sets forth R&B segment revenue for the years ended December 31, 2023 and 2022, and the components of the change in revenue for the year ended December 31, 2023 from the year ended December 31, 2022.
The following table sets forth R&B segment revenue for the years ended December 31, 2024 and 2023, and the components of the change in revenue for the year ended December 31, 2024 from the year ended December 31, 2023.
These general economic conditions can also impact revenue, including revenue from customers as well as income from funds we hold on behalf of customers and pension-related income.
These general economic conditions impact revenue, including revenue from customers as well as income from funds we hold on behalf of customers and pension-related income.
These items include amortization of intangible assets and transaction and transformation, net. The following table sets forth the total revenue for the years ended December 31, 2023 and 2022 and the components of the change in total revenue for the year ended December 31, 2023, as compared to the prior year.
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, 2024 and 2023 and the components of the change in total revenue for the year ended December 31, 2024, as compared to the prior year.
Transaction and transformation costs for the current year were higher primarily due to increased consulting and compensation costs related to our Transformation program (see ‘Transformation Program’ elsewhere within this Item 7) incurred in the current year as compared to the prior year.
Transaction and transformation costs for the current year were higher primarily due to increased lease termination and compensation costs related to our Transformation program (see ‘Transformation Program’ elsewhere within this Item 7) incurred in the current year as compared to the prior year.
The increase in the current year is primarily due to higher salary expense, driven by increased colleague headcount and cost-of-living compensation adjustments, and increased incentive and benefit costs for the year. Salaries and benefits, as a percentage of revenue, represented 56% and 57% for the years ended December 31, 2023 and 2022, respectively.
The increase in the current year is primarily due to higher salary expense, driven by increased colleague headcount and cost-of-living compensation adjustments, and higher incentive and benefit costs for the year. Salaries and benefits, as a percentage of revenue, represented 55% and 56% for the years ended December 31, 2024 and 2023, respectively.
Certain costs under the Transformation program are accounted for under ASC 420, Exit or Disposal Cost Obligation , and are included as restructuring costs in the consolidated statements of comprehensive income. For the years ended December 31, 2023, 2022 and 2021, restructuring charges under our Transformation program totaled $68 million, $99 million and $26 million, respectively.
Certain costs under the Transformation program are accounted for under ASC 420, Exit or Disposal Cost Obligation , and are included as restructuring costs in the consolidated statements of comprehensive income. For the years ended December 31, 2024, 2023 and 2022, restructuring charges under our Transformation program totaled $61 million, $68 million and $99 million, respectively.
Other costs incurred under the Transformation program are included in transaction and transformation, net and were $347 million and $136 million for the years ended December 31, 2023 and 2022, respectively. From the actions taken during 2023, we have identified an additional $188 million of annualized run-rate savings during the year due to newly-realized opportunities and incremental sources of value.
Other costs incurred under the Transformation program are included in transaction and transformation and were $378 million, $347 million and $136 million for the years ended December 31, 2024, 2023 and 2022, respectively. From the actions taken during 2024, we have identified an additional $136 million of annualized run-rate savings due to newly-realized opportunities and incremental sources of value.
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 will continue to decrease over time. Restructuring Costs Restructuring costs for the years ended December 31, 2023 and 2022 were $68 million and $99 million, respectively.
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 will continue to decrease over time. Restructuring Costs Restructuring costs for the years ended December 31, 2024 and 2023 were $61 million and $68 million, respectively.
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 Equivalents Our cash and cash equivalents at December 31, 2023 and 2022 totaled $1.4 billion and $1.3 billion, respectively.
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 Equivalents Our cash and cash equivalents at December 31, 2024 and 2023 totaled $1.9 billion and $1.4 billion, respectively.
For a discussion of material risks associated with the Transformation program, please see Part I, Item 1A Risk Factors - ‘We may not be able to fully realize the anticipated benefits of our growth strategy or our expected product, service and transaction pipelines’ and other Risk Factors in this Annual Report on Form 10-K. 47 For management’s discussion of our results of operations for the year ended December 31, 2022 in comparison with the year ended December 31, 2021, please see our Annual Report on Form 10-K filed with the SEC on February 24, 2023.
For a discussion of material risks associated with the Transformation program, please see Part I, Item 1A Risk Factors under the heading ‘We may not be able to fully realize the anticipated benefits of our strategy or our expected product, service and transaction pipelines’ and other Risk Factors in this Annual Report on Form 10-K. 48 For management’s discussion of our results of operations for the year ended December 31, 2023 in comparison with the year ended December 31, 2022, please see our Annual Report on Form 10-K filed with the SEC on February 22, 2024.
Since funding calculations are based on different measurements than those used for accounting purposes, pension contributions are not equal to net periodic benefit cost. 65 We recorded a combined $39 million net periodic benefit income for our U.S. and U.K. plans for the year ended December 31, 2023.
Since funding calculations are based on different measurements than those used for accounting purposes, pension contributions are not equal to net periodic benefit cost. 66 We recorded a combined $1 million net periodic benefit income for our U.S. and U.K. plans for the year ended December 31, 2024.
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 ).
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 constant currency and organic change results, and a reconciliation from the reported results for consolidated revenue, are included in the ‘Consolidated Revenue (Continuing Operations)’ section within this Form 10-K. These measures are also reported by segment in the ‘Segment Revenue’ section within this Form 10-K.
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.
Transactional Currency Revenue Expenses (i) U.S. dollars 60 % 54 % Pounds sterling 11 % 17 % Euro 14 % 12 % Other currencies 15 % 17 % (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.
Transactional Currency Revenue Expenses (i) U.S. dollars 59 % 53 % Pounds sterling 11 % 18 % Euro 14 % 12 % Other currencies 16 % 17 % (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.
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 regulatory matters, or future pension funding during periods of severe downturn in the capital markets.
Events that could change the historical cash flow dynamics discussed above include significant changes in operating results, the receipt of significant earnout payments related to past divestitures, 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.
The year-over-year decrease was primarily due to a lower depreciable base of assets resulting from business disposals 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 acquired internally-developed software.
The year-over-year decrease was primarily due to a lower depreciable base of assets resulting from disposals associated with our Transformation program 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 acquired internally-developed software.
Adjusted income before taxes is used solely for the purpose of calculating the adjusted income tax rate. 61 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 internal reorganizations 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/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 EBITDA is defined as net income adjusted for income or loss from discontinued operations, net of tax, provision for income taxes, interest expense, impairment, depreciation and amortization, restructuring costs, transaction and transformation, gains and losses on disposals of operations and non-recurring items that, in management’s judgment, significantly affect the period-over-period assessment of operating results.
Adjusted EBITDA is defined as net (loss)/income adjusted for provision for income taxes, interest expense, impairment, depreciation and amortization, restructuring costs, transaction and transformation, gains and losses on disposals of operations 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.
At December 31, 2023 and 2022, the intercompany balances of the Obligor group with non-guarantor subsidiaries were net receivables of $3.4 billion and $600 million, respectively, and net payables of $14.0 billion and $10.2 billion, respectively. No balances or transactions of non-guarantor subsidiaries are presented in the disclosures other than the intercompany items noted above.
At December 31, 2024 and 2023, the intercompany balances of the Obligor group with non-guarantor subsidiaries were net receivables of $1.0 billion and $3.4 billion, respectively, and net payables of $15.1 billion and $14.0 billion, respectively. No balances or transactions of non-guarantor subsidiaries are presented in the disclosures other than the intercompany items noted above.
Since the inception of the program, we have identified $337 million of cumulative annualized run-rate savings, which overall are primarily attributable to process optimization. We began to recognize the benefits from the program during 2022.
Since the inception of the program to its conclusion, we have identified $473 million of cumulative annualized run-rate savings, which overall were primarily attributable to process optimization. We began to recognize the benefits from the program during 2022.
Moreover, U.S. and global economic conditions have created market uncertainty and volatility. Such general economic conditions, including inflation, stagflation, political volatility, costs of labor, cost of capital, interest rates, bank stability, credit availability, and tax rates, affect our operating and general and administrative expenses, and we have no control or limited ability to control such factors.
Such general economic conditions, including inflation, stagflation, political volatility, costs of labor, cost of capital, interest rates, bank stability, credit availability and tax rates, affect our cost of doing business, including our operating and general and administrative expenses, and we have no control or limited ability to control such factors.
Geographic Region % of Revenue United States 53 % United Kingdom 18 % France 4 % Canada 3 % Germany 3 % 48 The table below details the approximate percentage of our revenue and expenses from continuing operations by transactional currency for the year ended December 31, 2023.
Geographic Region % of Revenue United States 52 % United Kingdom 19 % France 4 % Canada 3 % Germany 3 % 49 The table below details the approximate percentage of our revenue and expenses from continuing operations by transactional currency for the year ended December 31, 2024.
Plans $ 2,558 N/A N/A $ (82 ) $ 87 Economic factors and conditions often affect multiple assumptions simultaneously, and the effects of changes in key assumptions are not necessarily linear.
Plans $ 2,236 N/A N/A $ (65 ) $ 68 Economic factors and conditions often affect multiple assumptions simultaneously, and the effects of changes in key assumptions are not necessarily linear.
See Part I, Item 1A Risk Factors in this Annual Report on Form 10-K for a discussion of risks that may affect our growth relative to expectations and our ability to compete.
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.
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 receipt of dividends or sale of the investments.
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 receipt of dividends or sale of the investments.
Salaries and Benefits Salaries and benefits for the year ended December 31, 2023 were $5.3 billion, compared to $5.1 billion for the year ended December 31, 2022, an increase of $279 million, or 6%.
Salaries and Benefits Salaries and benefits for the year ended December 31, 2024 were $5.5 billion, compared to $5.3 billion for the year ended December 31, 2023, an increase of $158 million, or 3%.
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.
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.
In December 2022, E.U. member states formally adopted the E.U.’s Pillar Two Directive, which introduces a global corporate minimum tax of 15% for certain large multinational companies. For the rules to take effect, E.U. member states were required to enact domestic legislation by the end of 2023 to be effective January 1, 2024.
In December 2022, E.U. member states formally adopted the E.U.’s Pillar Two Directive, which introduces a global corporate minimum tax of 15% for certain large multinational companies. For the rules to take effect, in 2023 many E.U. countries enacted the necessary legislation to implement Pillar Two, effective January 1, 2024.
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, costs to fulfill under our broking contracts, valuation of billed and unbilled receivables from clients, income taxes, commitments, contingencies and accrued liabilities, pension assumptions, and goodwill and intangible assets.
The areas that we believe include critical accounting estimates are revenue recognition, costs to fulfill under our broking contracts, valuation of billed and unbilled receivables from clients, income taxes, commitments, contingencies and accrued liabilities, pension assumptions, and goodwill and intangible assets.
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.
At December 31, 2024 and 2023, we were in compliance with all financial covenants. 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.
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.
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. 64 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.
The significant financing activities included share repurchases of $1.0 billion, dividend payments of $352 million and net payments from fiduciary funds held for clients of $234 million, partially offset by $487 million of net proceeds from the issuance of debt. Cash flows used in financing activities for the year ended December 31, 2022 were $3.4 billion.
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. Cash flows used in financing activities for the year ended December 31, 2023 were $1.2 billion.
Cash Flows From Operating Activities Cash flows from operating activities were $1.3 billion for 2023, compared to $812 million for 2022. The $1.3 billion net cash from operating activities for 2023 included net income of $1.1 billion and $652 million of favorable non-cash adjustments, partially offset by unfavorable changes in operating assets and liabilities of $371 million.
Cash flows from operating activities of $1.3 billion for 2023 included net income of $1.1 billion and $652 million of favorable non-cash adjustments, partially offset by unfavorable changes in operating assets and liabilities of $371 million. The $652 million of favorable non-cash adjustments primarily includes depreciation, amortization and non-cash lease expense.
Other income, net for the year ended December 31, 2023 was $149 million, compared to $288 million for the year ended December 31, 2022, a decrease of $139 million.
Other (loss)/income, net for the year ended December 31, 2024 was a loss of $260 million, compared to income of $149 million for the year ended December 31, 2023, a decrease of $409 million.
These items include the following: • Income and loss from discontinued operations, net of tax – Adjustment to remove the after-tax income or loss from discontinued operations and the after-tax gain attributable to the divestiture of our Willis Re business. • 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.
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.
See Note 5 – Segment Information within Item 8 of this Annual Report on Form 10-K for more information about how our segment revenue 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.
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.
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 Netherlands Holdings B.V.
Notes Willis Towers Watson plc Guarantor Guarantor Trinity Acquisition plc Issuer Guarantor Willis North America Inc.
Included within cash and cash equivalents at December 31, 2023 and 2022 are amounts held for regulatory capital adequacy requirements, including $105 million and $99 million, respectively, held within our regulated U.K. entities. 53 Summarized Consolidated Cash Flows The following table presents the summarized consolidated cash flow information for the years ended: Years ended December 31, 2023 2022 (in millions) Net cash from/(used in): Operating activities $ 1,345 $ 812 Investing activities (1,085 ) (173 ) Financing activities (1,200 ) (3,445 ) DECREASE IN CASH, CASH EQUIVALENTS AND RESTRICTED CASH (940 ) (2,806 ) Effect of exchange rate changes on cash, cash equivalents and restricted cash 11 (164 ) CASH, CASH EQUIVALENTS AND RESTRICTED CASH, BEGINNING OF YEAR (i) 4,721 7,691 CASH, CASH EQUIVALENTS AND RESTRICTED CASH, END OF YEAR (i) $ 3,792 $ 4,721 (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.
Summarized Consolidated Cash Flows The following table presents the summarized consolidated cash flow information for the years ended: Years ended December 31, 2024 2023 (in millions) Net cash from/(used in): Operating activities $ 1,512 $ 1,345 Investing activities 250 (1,085 ) Financing activities (459 ) (1,200 ) INCREASE/(DECREASE) IN CASH, CASH EQUIVALENTS AND RESTRICTED CASH 1,303 (940 ) Effect of exchange rate changes on cash, cash equivalents and restricted cash (97 ) 11 CASH, CASH EQUIVALENTS AND RESTRICTED CASH, BEGINNING OF YEAR (i) 3,792 4,721 CASH, CASH EQUIVALENTS AND RESTRICTED CASH, END OF YEAR (i) $ 4,998 $ 3,792 (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.
Restructuring costs in both the current year and prior year primarily related to the real estate rationalization component of the Transformation program commenced by the Company during the fourth quarter of 2021 (see Transformation Program within this section and Note 6 — Restructuring Costs within Item 8 of this Annual Report on Form 10-K).
Restructuring costs in both the current year and prior year primarily related to the real estate rationalization component of the Transformation program commenced by the Company during the fourth quarter of 2021 and completed as of December 31, 2024 (see Transformation Program within this section and Note 6 — Restructuring Costs within Item 8 of this Annual Report on Form 10-K). 52 Transaction and Transformation Transaction and transformation costs for the year ended December 31, 2024 were $409 million, compared to $386 million for the year ended December 31, 2023, an increase of $23 million.
Amortization for the year ended December 31, 2023 was $263 million, compared to $312 million for the year ended December 31, 2022, a decrease of $49 million, or 16%.
Amortization for the year ended December 31, 2024 was $226 million, compared to $263 million for the year ended December 31, 2023, a decrease of $37 million, or 14%.
Additionally, other operating expenses included costs historically allocated to our Willis Re business which are partially offset by fees under a cost reimbursement Transition Services Agreement (‘TSA’; see Note 3 — Acquisitions and Divestitures within Item 8 of this Annual Report on Form 10-K) with Gallagher. 50 Other operating expenses for both years ended December 31, 2023 and 2022 were $1.8 billion, an increase of $39 million, or 2%.
Additionally, other operating expenses included costs historically allocated to our Willis Re business which are partially offset by fees under a cost reimbursement Transition Services Agreement (‘TSA’; see Note 3 — Acquisitions and Divestitures within Item 8 of this Annual Report on Form 10-K) with Arthur J. Gallagher & Co. (‘Gallagher’).
Provision for Income Taxes Provision for income taxes on continuing operations for the year ended December 31, 2023 was $215 million, compared to $194 million for the year ended December 31, 2022. The effective tax rates for the years ended December 31, 2023 and 2022 were 16.8% 51 and 15.4%, respectively.
Provision for Income Taxes Provision for income taxes for the year ended December 31, 2024 was $192 million, compared to $215 million for the year ended December 31, 2023. The effective tax rates for the years ended December 31, 2024 and 2023 were 184.7% and 16.8%, respectively.
GAAP tax rate 16.8 % 15.4 % Adjusted income tax rate 20.9 % 20.9 % (i) The tax effect was calculated using an effective tax rate for each item. Our U.S. GAAP tax rates were 16.8% and 15.4% for the years ended December 31, 2023 and 2022, respectively. The current year U.S.
(ii) The tax effect was calculated using an effective tax rate for each item. Our U.S. GAAP tax rates were 184.7% and 16.8% for the years ended December 31, 2024 and 2023, respectively.
Cash Flows Used In Financing Activities Cash flows used in financing activities for the year ended December 31, 2023 were $1.2 billion.
Cash Flows Used In Financing Activities Cash flows used in financing activities for the year ended December 31, 2024 were $459 million.
Adjusted Income Before Taxes and Adjusted Income Taxes/Tax Rate Adjusted income before taxes is defined as income from operations before income taxes adjusted for impairment, amortization, restructuring costs, transaction and transformation, gains and losses on disposals of operations and non-recurring items that, in management’s judgment, significantly affect the period-over-period assessment of operating results.
Adjusted Net Income and Adjusted Diluted Earnings Per Share Adjusted net income is defined as net (loss)/income attributable to WTW adjusted for impairment, amortization, restructuring costs, transaction and transformation, gains and losses on disposals of operations 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 business had an excess fair value margin of 6.4% and holds $2.3 billion of goodwill at December 31, 2023. 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.
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.
Income from Operations Income from operations for the year ended December 31, 2023 was $1.4 billion, compared to $1.2 billion for the year ended December 31, 2022, an increase of $187 million.
Income from Operations Income from operations for the year ended December 31, 2024 was $627 million, compared to $1.4 billion for the year ended December 31, 2023, a decrease of $738 million.
Components of Revenue Change As Less: Constant Less: Years Ended December 31, Reported Currency Currency Acquisitions/ Organic 2023 2022 Change Impact Change Divestitures Change ($ in millions) Segment revenue $ 5,582 $ 5,287 6% —% 6% —% 6% HWC segment revenue for the years ended December 31, 2023 and 2022 was $5.6 billion and $5.3 billion, respectively.
Components of Revenue Change As Less: Constant Less: Years ended December 31, Reported Currency Currency Acquisitions/ Organic 2024 2023 Change Impact Change Divestitures Change ($ in millions) Segment revenue excluding interest income $ 5,745 $ 5,557 3% —% 3% —% 4% Interest income 32 25 Total segment revenue $ 5,777 $ 5,582 3% —% 4% —% 4% Segment operating income $ 1,717 $ 1,565 HWC segment revenue for the years ended December 31, 2024 and 2023 was $5.8 billion and $5.6 billion, respectively.
Components of Revenue Change As Less: Constant Less: Years Ended December 31, Reported Currency Currency Acquisitions/ Organic 2023 2022 Change Impact Change Divestitures Change ($ in millions) Segment revenue $ 3,735 $ 3,460 8% —% 8% (1)% 10% R&B segment revenue for the years ended December 31, 2023 and 2022 was $3.7 billion and $3.5 billion, respectively.
Components of Revenue Change As Less: Constant Less: Years ended December 31, Reported Currency Currency Acquisitions/ Organic 2024 2023 Change Impact Change Divestitures Change ($ in millions) Segment revenue excluding interest income $ 3,926 $ 3,656 7% —% 8% —% 8% Interest income 112 79 Total segment revenue $ 4,038 $ 3,735 8% (1)% 9% —% 8% Segment operating income $ 958 $ 813 R&B segment revenue for the years ended December 31, 2024 and 2023 was $4.0 billion and $3.7 billion, respectively.
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.
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.
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.
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.
Net Income Attributable to WTW Net income attributable to WTW for the year ended December 31, 2023 was $1.1 billion, compared to $1.0 billion for the year ended December 31, 2022, an increase of $46 million.
Net (Loss)/Income Attributable to WTW Net loss attributable to WTW for the year ended December 31, 2024 was $98 million, compared to income of $1.1 billion for the year ended December 31, 2023, a decrease of $1.2 billion.
Supplemental Guarantor Financial Information As of December 31, 2023, WTW has issued the following debt securities (the ‘notes’): a) Willis North America Inc.
We expect cash from operations to adequately provide for these cash needs. Supplemental Guarantor Financial Information As of December 31, 2024, WTW has issued the following debt securities (the ‘notes’): a) Willis North America Inc.
Transformation Program In the fourth quarter of 2021, the Company initiated a three-year ‘Transformation program’ designed to enhance operations, optimize technology and align its real estate footprint to its new ways of working.
Transformation Program In the fourth quarter of 2024, the Company concluded a three-year ‘Transformation program’ designed to enhance operations, optimize technology and align its real estate footprint to its new ways of working. The program incurred cumulative costs of $1.115 billion and capital expenditures of $130 million, resulting in a total investment of $1.245 billion.
Definitions of Constant Currency Change and Organic Change are included in the section entitled ‘Non-GAAP Financial Measures’ elsewhere within this Form 10-K. Segment Revenue 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 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.
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 the Company had seven reporting units as of October 1, 2023. During fiscal year 2023, the Company performed the impairment test for all reporting units which resulted in no impairments being identified.
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 the Company had seven reporting units as of October 1, 2024.
These increases brought the total approved authorization, since April 20, 2016, to $9.2 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.
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, 2024, approximately $1.4 billion remained on the current repurchase authority.
Interest Expense Interest expense for the years ended December 31, 2023 and 2022 was $235 million and $208 million, respectively. Interest expense, which is attributable primarily to our senior notes, increased by $27 million for the year ended December 31, 2023, which was primarily the result of higher levels of indebtedness in the current year.
Interest expense, which is attributable primarily to our senior notes, increased by $28 million for the year ended December 31, 2024, which was primarily the result of a greater level of indebtedness in the current year and the higher interest rate-bearing senior notes issued by the Company during the last two years.

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Item 7A. Quantitative and Qualitative Disclosures About Market Risk

Market Risk — interest-rate, FX, commodity exposure

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Biggest changeThis has resulted in the Company recognizing higher interest income over the same period in the prior year. 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 68 invest in these instruments.
Biggest changeOur increase in interest income in 2024 reflects a combination of relatively high average interest rates over the course of 2024 and some increases in our invested cash balances. Interest income in the future will be a function of the short-term 69 rates we are able to obtain by currency and the cash balances available to invest.
These items include amortization of intangible assets and transaction and transformation, net. Our principal exposures to foreign exchange risk arise from: • our London market operations; • intercompany lending between subsidiaries; and • translation.
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.
Such derivatives typically mature within three months. 67 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.
Such derivatives typically mature within three months. 68 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.
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, 2023, no amount was drawn on this facility.
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, 2024, no amount was drawn on this facility.
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 from continuing operations by currency in 2023.
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 from continuing operations by currency in 2024.
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, 2023. 69
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, 2024. 70
The Company limits its exposure to changes in the exchange rates between the U.S. dollar and these currencies by the use of foreign exchange contracts matched to a proportion of forecast cash inflows in these specific currencies and periods.
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.
These derivatives are not generally designated as hedging instruments and at December 31, 2023, we had notional amounts of $1.2 billion (denominated primarily in U.S. dollars, Pounds sterling and Euros), with a net asset fair value of $3 million.
These derivatives are not generally designated as hedging instruments and at December 31, 2024, we had notional amounts of $1.2 billion (denominated primarily in U.S. dollars, Pounds sterling and Euros), with a net fair value liability of $3 million.
The Company had no outstanding floating rate-based debt at December 31, 2023.
The Company had no outstanding floating rate-based debt at December 31, 2024.
U.S. dollars Pounds sterling Euro Other currencies Revenue 60% 11% 14% 15% Expenses (i) 54% 17% 12% 17% (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.
U.S. dollars Pounds sterling Euro Other currencies Revenue 59% 11% 14% 16% Expenses (i) 53% 18% 12% 17% (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.
Interest income was $145 million, $55 million and $12 million for the years ended December 31, 2023, 2022 and 2021, respectively. At December 31, 2023, we held $2.2 billion of fiduciary funds invested in interest-bearing accounts.
Interest income was $166 million, $145 million and $55 million for the years ended December 31, 2024, 2023 and 2022, respectively. At December 31, 2024, we held $2.6 billion of fiduciary funds invested in interest-bearing accounts.
Expected to mature before December 31, 2024 2025 2026 2027 2028 Thereafter Total Fair Value (i) ($ in millions) Fixed rate debt Principal $ 650 $ — $ 550 $ 750 $ 600 $ 2,700 $ 5,250 $ 5,004 Fixed rate payable 3.600 % — 4.400 % 4.650 % 4.500 % 4.440 % 4.368 % (i) Represents the net present value of the expected cash flows discounted at current market rates of interest or quoted market rates as appropriate.
Expected to mature before December 31, 2025 2026 2027 2028 2029 Thereafter Total Fair Value (i) ($ in millions) Fixed rate debt Principal $ — $ 550 $ 750 $ 600 $ 725 $ 2,725 $ 5,350 $ 5,052 Fixed rate payable — 4.400 % 4.650 % 4.500 % 2.950 % 5.238 % 4.677 % (i) Represents the net present value of the expected cash flows discounted at current market rates of interest or quoted market rates as appropriate.
Settlement date before December 31, 2024 2025 December 31, 2023 Contract amount Average contractual exchange rate Contract amount Average contractual exchange rate (millions) (millions) Foreign currency sold U.S. dollars sold for Pounds sterling $ 63 $1.23 = £1 $ 26 $1.24 = £1 Euros sold for U.S. dollars 24 €1 = $1.07 6 €1 = $1.10 Total $ 87 $ 32 Fair value (i) $ 1 $ 1 (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, 2023 at the forward exchange rates prevailing at that date.
Settlement date before December 31, 2025 2026 December 31, 2024 Contract amount Average contractual exchange rate Contract amount Average contractual exchange rate (millions) (millions) Foreign currency sold U.S. dollars sold for Pounds sterling $ 104 $1.27 = £1 $ 44 $1.29 = £1 Euros sold for U.S. dollars 19 €1 = $1.10 9 €1 = $1.11 Total $ 123 $ 53 Fair value (i) $ (1 ) $ (1 ) (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, 2024 at the forward exchange rates prevailing at that date.
In addition, we are also exposed to foreign exchange risk on any net Pounds sterling asset or liability position in our London market operations; and • the U.K. operations also earn significant revenue in Euro and Japanese yen.
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.
In addition, the London market operations earn significant revenue in Euro and Japanese yen.
In addition, the London market operations earn significant revenue in Euros.
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. As a result of measures taken by central banks around the world, rates offered on these investments have increased, in some cases significantly, over the course of the last year.
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.

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