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What changed in Willis Towers Watson's 10-K — 2024 vs 2025

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Paragraph-level year-over-year comparison of Willis Towers Watson's 2024 and 2025 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 2025 report.

+468 added−481 removedSource: 10-K (2026-02-25) vs 10-K (2025-02-25)

Top changes in Willis Towers Watson's 2025 10-K

468 paragraphs added · 481 removed · 378 edited across 7 sections

Item 1. Business

Business — how the company describes what it does

85 edited+4 added−24 removed85 unchanged
Biggest changeBecause we have historically excluded TRANZACT colleagues from our annual hiring and internal movement statistics, these statistics will remain comparable year-over-year. • Hires exceeded 7,800, a decrease of 4% as compared to 2023, primarily attributable to higher-than-typical hiring volumes in 2023 due to Global Service Delivery Center hiring. • We continue to have a strong rate of alumni returning to WTW, with rehires representing 7% of total hires in 2024 compared to 6% in 2023. • Our continued focus for 2025 will be to increase our global investment in talent across sales and client-facing colleagues.
Biggest changeThe focus remains on building pipelines of high caliber talent through enhanced employer branding and attraction. • Hires exceeded 6,700, a decrease of 4% as compared to 2024 (for comparative purposes, the prior-year figure has been adjusted for a change in methodology for the seasonal colleague exclusion) primarily attributable to a volume of colleagues with effective start dates in 2026. • We continue to have a strong rate of alumni returning to WTW, with rehires representing 7% of total hires in both 2025 and 2024. • Our continued focus for 2026 will be to increase our global investment in talent across sales and client-facing colleagues. 8 Inclusion and Diversity (‘I&D’) – Our people strategy guides our actions to make WTW a destination employer for top talent.
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 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 from consulting services. We do not determine the insurance premiums on which our commissions are generally based.
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.
We believe we can achieve this through executing on three strategic 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.
Retirement — Our Retirement business provides actuarial support, plan design, and administrative services for all forms of pension and retirement savings plans. Our colleagues help our clients assess the costs and risks of retirement plans on cash flow, earnings and the balance sheet, the effects of changing workforce demographics on their retirement plans, and retiree benefit adequacy and security.
Retirement — Our Retirement business provides actuarial support, plan design, and administrative services for all forms of pension and retirement savings plans. Our colleagues help clients assess the costs and risks of retirement plans on cash flow, earnings and the balance sheet, the effects of changing workforce demographics on their retirement plans, and retiree benefit adequacy and security.
See Part I, Item 1A Risk Factors – ‘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’ , for a description of competition-related risks that may affect demand for the Company’s services.
See Part I, Item 1A Risk Factors – ‘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 9 substantially and negatively affect us’ , for a description of competition-related risks that may affect demand for the Company’s services.
Revenue across this business is seasonal and is generally higher in the fourth quarter as it is driven when typical annual enrollment activity occurs. 6 Risk & Broking The Risk & Broking (‘R&B’) segment provides a broad range of risk advice, insurance brokerage and consulting services to clients globally, ranging from small businesses to multinational corporations.
Revenue across this business is seasonal and is generally higher in the fourth quarter as it is driven when typical annual enrollment activity occurs. Risk & Broking The Risk & Broking (‘R&B’) segment provides a broad range of risk advice, insurance brokerage and consulting services to clients globally, ranging from small businesses to multinational corporations.
She joined Towers Perrin in 1986 as a consultant and held several leadership positions at Towers Perrin, serving as the Managing Principal for the New York office from 1999 to 2001 and the U.S. East Region Leader for the Human Capital Group from 2002 to 2006. Ms. Gebauer is a Fellow of the Society of Actuaries. Ms.
She joined Towers Perrin in 1986 as a consultant and held several leadership positions at Towers Perrin, serving 12 as the Managing Principal for the New York office from 1999 to 2001 and the U.S. East Region Leader for the Human Capital Group from 2002 to 2006. Ms. Gebauer is a Fellow of the Society of Actuaries. Ms.
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.
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.
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.
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 foundational framework that guides how we run our business and serve our clients.
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.
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. Marine — Marine provides specialist expertise to the maritime and logistics industries.
MiFID II imposes a variety of requirements that include, among others, rules relating to product governance and independent investment advice, responsibility of management bodies, inducements, information and reporting to clients, cross-selling, remuneration of staff, and best execution of trades for clients.
MiFID II imposes a variety of requirements that include, among others, rules relating to product governance and independent investment advice, 11 responsibility of management bodies, inducements, information and reporting to clients, cross-selling, remuneration of staff, and best execution of trades for clients.
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.
Furman also serves as Treasurer and as a Trustee of the Jewish Theological Seminary and as 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.
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.
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. 7 Human Capital Colleague experience – Our colleague experience is an important differentiating factor for WTW and a key enabler of our strategy.
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.
She also served as the Managing 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.
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.
We also compete with the public health insurance exchanges currently run by the U.S. federal and state governments, as well as providers of account-based health plans and consumer-directed benefits such as WageWorks and HealthEquity.
Our continuing ability to provide insurance brokerage in the states in which we currently operate is dependent upon our compliance with the rules and regulations promulgated by the regulatory authorities in each of these states.
Our continuing ability to provide insurance brokerage in the states in which we currently operate is dependent upon our compliance with the rules and regulations promulgated by the regulatory authorities in each of 10 these states.
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.
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.
Our consultants help clients make strategic decisions on topics such as optimizing program spend; evaluating emerging vendors, point solutions and coverage options (including publicly-subsidized health insurance exchanges and private exchanges in the U.S.); and dealing with above-inflation-rate increases in healthcare costs. We also assist clients in selecting the appropriate insurance carriers to cover benefit risks and administer the programs.
Our colleagues help clients make strategic decisions on topics such as optimizing program spend; evaluating emerging vendors, point solutions and coverage options (including publicly-subsidized health insurance exchanges and private exchanges in the U.S.); and dealing with above-inflation-rate increases in healthcare costs. We also assist clients in selecting the appropriate insurance carriers to cover benefit risks and administer the programs.
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.
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 47,000 colleagues serving more than 140 countries and markets, we help organizations sharpen strategies, enhance resilience, motivate workforces and maximize performance.
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.
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.
As we implement and expand our direct-to-consumer sales and marketing solutions through our Benefits Delivery & Administration business, we are subject to various federal and state laws and regulations that prescribe when and how we may market to consumers (including, without limitation, the Telephone Consumer Protection Act and other telemarketing laws and the Medicare Communications and Marketing Guidelines issued by the Center for Medicare Services).
As we implement and expand our direct-to-consumer sales and marketing solutions through our Benefits Delivery & Outsourcing business, we are subject to various federal and state laws and regulations that prescribe when and how we may market to consumers (including, without limitation, the Telephone Consumer Protection Act and other telemarketing laws and the Medicare Communications and Marketing Guidelines issued by the Center for Medicare Services).
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.
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 64) - 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.
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.
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, 2025, 2024 and 2023.
The branch is therefore subject to requirements in key areas such as SMCR and is also subject to the supervisory oversight of the Belgian Financial Services & Markets Authority.
The branch is subject to requirements in key areas such as SMCR and is also subject to the supervisory oversight of the Belgian Financial Services & Markets Authority.
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.
We place insurance with approximately 2,500 insurance carriers, none of which individually accounted for a significant concentration of the total premiums we placed on behalf of our clients in 2025, 2024 or 2023. Available Information The Company files annual, quarterly and current reports, proxy statements and other information with the SEC.
Our values of client focus, teamwork, integrity, respect and excellence underlie all that we do, and how we behave and interact with each other, our clients and our partners. For more information about risks to our strategic plans, see Part I, Item 1A Risk Factors of this Form 10-K.
Our values of client focus, teamwork, integrity, respect and excellence underpin all that we do, and how we behave and interact with each other, our clients and our partners. For more information about risks to our strategic plans, see Part I, Item 1A Risk Factors of this Form 10-K.
A meaningful portion of revenue in this business is from recurring work, though contracts may be annual or multi-year. Given the balance of revenue across consulting, broking and solutions, our revenue is somewhat weighted to the first half of the year. W ealth Our wealth-related businesses include Retirement and Investments.
A meaningful portion of revenue in this business is from recurring work, though contracts may be annual or multi-year. Given the balance of revenue across consulting, broking and solutions, our revenue is somewhat weighted to the first half of the year. Wealth Our wealth-related businesses include Retirement and Investments.
The segment comprises two primary businesses: our Corporate Risk & Broking and our Insurance Consulting and Technology businesses. Corporate Risk & Broking (‘CRB’) The CRB business places more than $30 billion of premiums into the insurance markets on an annual basis and delivers integrated global solutions tailored to client needs.
The segment comprises two primary businesses: our Corporate Risk & Broking and our Insurance Consulting and Technology businesses. Corporate Risk & Broking (‘CRB’) The CRB business places more than $34 billion of premiums into the insurance markets on an annual basis and delivers integrated global solutions tailored to client needs.
We believe the primary factors in selecting an HR consulting or risk management services firm include reputation; the ability to provide measurable increases to shareholder value and return on investment; geographic scope; quality of service; and the ability to tailor services to clients’ unique needs.
We believe the primary factors in selecting an HR consulting or risk management services firm include reputation; the ability to provide measurable increases to shareholder value and return on investment; geographic scope; quality of service; innovative ideas; and the ability to tailor services to clients’ unique needs.
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.
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 59) - Ms.
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.
Faber holds a bachelor’s degree in economics from Williams College and an M.B.A from Columbia Business School. Matthew S. Furman (age 56) - Mr. Furman has served as General Counsel at WTW since January 4, 2016. Previously, Mr.
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.
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. Credit Risk Solutions (formerly known as Financial Solutions) — Credit Risk Solutions provides insurance broking services and specialized risk advice related to credit and political risk.
Our reach extends from small/mid-market clients to large-market and multinational clients, across the full geographic footprint of the Company, and to most industries. We can address our clients’ needs in more than 140 countries.
Our reach extends from small/mid-market clients to large-market and multinational clients, across the full geographic footprint of the Company, and to most industries. We can address our clients’ needs in more than 160 countries.
Also, by divesting businesses that are no longer a strategic fit or do not have our desired financial profile. These objectives are enabled by a focused investment framework and capital allocation strategy. Through this strategy, we aim to grow revenue, improve margins and increase free cash flow, EBITDA and earnings.
Also, by divesting businesses that are no longer a strategic fit or do not align with our desired financial profile. These objectives are enabled by a focused investment framework and capital allocation strategy. Through this strategy, we aim to grow revenue, improve margins and increase free cash flow, EBITDA and earnings.
Prior to that, Ms. Faber served as Regional Finance Officer for North America since July 2004, and as Financial and Operations Controller for Global Specialties, North America since August 2003. Before joining WTW, Ms. Faber worked in investment banking at Schroder Salomon Smith Barney and at Citigroup. Ms.
Faber served as Regional Finance Officer for North America since July 2004, and as Financial and Operations Controller for Global Specialties, North America since August 2003. Before joining WTW, Ms. Faber worked in investment banking at Schroder Salomon Smith Barney and at Citigroup. Ms.
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.
Year ended December 31, 2025 2024 2023 Health, Wealth & Career 55 % 59 % 60 % Risk & Broking 45 % 41 % 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.
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.
Information about Executive Officers of the Registrant The executive officers of the Company as of February 25, 2026 were as follows: Kristy D. Banas (age 53) - 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.
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.
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 64) - Ms. Gebauer has served as President of Health, Wealth and Career at WTW since January 1, 2022. Previously, Ms.
Clarke was with JLT Group for 17 years, holding diverse leadership roles, including CEO of JLT Global Specialty, the insurance and risk arm of the JLT Group, from April 2018 to April 2019. Ms. Clarke holds a bachelor's degree in English and economics from Vanderbilt University. She also serves as President of the Insurance Institute of London.
Clarke was with JLT Group for 17 years, holding diverse leadership roles, including CEO of JLT Global Specialty, the insurance and risk arm of the JLT Group, from April 2018 to April 2019. Ms. Clarke is a past President of the Insurance Institute of London. She holds a bachelor's degree in English and economics from Vanderbilt University.
Pullum served as Head of Western Europe from May 31, 2019 to August 30, 2021 and as the Chief Administrative Officer and Head of Strategy and Innovation since October 27, 2016. Beginning on January 4, 2016, Ms.
Prior to that, Ms. Pullum served as Head of Europe from August 30, 2021 to September 30, 2025, Head of Western Europe from May 31, 2019 to August 30, 2021 and as the Chief Administrative Officer and Head of Strategy and Innovation since October 27, 2016. Beginning on January 4, 2016, Ms.
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.
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; • Enhance and sustain high levels of colleague performance and engagement; and • Allow for meaningful choice, where appropriate, to address individual needs.
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.
Our clients include many of the world’s leading corporations, including approximately 93% of the FTSE 100, 89% of the Fortune 1000, and 92% of the Fortune Global 500 companies. We also advise the majority of the world’s leading insurance companies.
General Information WTW offers its clients a broad range of services and solutions to help them to identify and control their risks, and to enhance business performance by improving their ability to attract, retain and engage a talented workforce.
General Information WTW offers its clients a broad range of services and solutions designed to help them identify and control risks, while also enhancing business performance by improving their ability to attract, retain and engage a talented workforce.
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.
Alexis Faber (age 48) - 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 from March 2018 to August 2021. Prior to that, Ms.
See Part I, Item 1A Risk Factors, for a description of Brexit-related risks to the Company. Furthermore, as a result of Brexit, the WTW Brexit broking solution (the U.K. branch of Willis Towers Watson SA/NV) was required to seek authorization from the FCA as a third country branch.
See Part I, Item 1A Risk Factors, for a description of Brexit-related risks to the Company. Furthermore, as a result of Brexit, the WTW Brexit broking solution (the U.K. branch of Willis Towers Watson SA/NV) was fully authorized by the FCA as a third-country branch.
We help our clients enhance their business performance by delivering consulting services, technology and solutions that help them anticipate, identify and capitalize on emerging opportunities in human capital management, as well as offer investment advice to help them develop disciplined and efficient strategies to meet their investment goals.
To further enhance business performance, we deliver consulting services, technology and solutions that help clients anticipate, identify and capitalize on emerging opportunities in human capital management, as well as offer investment guidance to help them develop disciplined and efficient strategies to meet their financial goals.
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.
Former Chief Executive Officer of Prudential UK, Europe and Africa Paul Reilly Michelle Swanback Fredric Tomczyk 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. Former President and Chief Executive Officer of TD Ameritrade 14
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.
Our solutions incorporate proprietary market benchmarking data and software to support compensation administration. 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.
Faber served as G lobal H ead of Financial Lines since January 2016 , Head of FINEX for North America since April 2014 , Risk Control and Claim Advocacy Practice Leader for North America since July 2012 , Chief Operating Officer for Willis North America since August 2009 and as Chief Operating Officer for the Executive Risks practice since September 2006 .
Faber served as Global Head of Financial Lines since January 2016, Head of FINEX for North America since April 2014, Risk Control and Claim Advocacy Practice Leader for North America since July 2012, Chief Operating Officer for Willis North America since August 2009 and as Chief Operating Officer for the Executive Risks practice since September 2006. Prior to that, Ms.
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.
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 Benefits Course for the International Foundation of Employee Benefit Plans. In 2004, Mr.
Benefits Delivery & Outsourcing Our Benefits Delivery & Outsourcing businesses include Benefits Delivery & Administration (‘BDA’) and Global Outsourcing. Benefits Delivery & Administration — The BDA business includes Individual Marketplace and Benefits Accounts. Individual Marketplace — Individual Marketplace offers decision support processes and tools to connect consumers with insurance carriers in private individual and Medicare markets.
Benefits Delivery & Outsourcing Our Benefits Delivery & Outsourcing businesses include Individual Marketplace and Global Outsourcing. Individual Marketplace — Individual Marketplace offers decision support processes and tools to connect consumers with insurance carriers in private individual and Medicare markets.
Gallagher & Co., Brown & Brown Inc., Cognizant Technology Solutions Corporation, Marsh & McLennan Companies, Inc. (‘Marsh & McLennan’) and Robert Half International Inc., as well as with numerous specialty, regional and local firms. Competition on premium rates has also exacerbated the pressures caused by a continuing reduction in demand in some classes of business.
(‘Marsh & McLennan’) and Robert Half International Inc., as well as with numerous specialty, regional and local firms. Competition on premium rates has also exacerbated the pressures caused by a continuing reduction in demand in some classes of business.
By leveraging its multiple distribution channels and diverse product portfolio, Individual Marketplace offers solutions to a broad consumer base, helping individuals compare, purchase and use health insurance products, tools and information for life.
By leveraging multiple distribution channels and a diverse product portfolio, Individual Marketplace offers solutions to a broad consumer base, helping individuals compare, purchase and use health insurance products, tools and information. Individual Marketplace also provides Benefits Accounts to employees and retirees.
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.
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.
Property and Casualty — Property and Casualty, in each of our geographical areas, provides property and liability insurance brokerage services across a wide range of industries and segments including real estate, healthcare and retail.
Our lines of business include Property and Casualty, Affinity, Risk & Analytics and our specialty global lines of business. 6 Property and Casualty — Property and Casualty, in each of our geographical areas, provides property and liability insurance brokerage services across a wide range of industries and segments including real estate, healthcare and retail.
We advise our clients’ management and boards of directors on all aspects of executive pay programs, including base pay, annual bonuses, long-term incentives, perquisites and other benefits. Our focus is on aligning pay plans with an organization’s business strategy and driving desired performance. Our solutions incorporate proprietary market benchmarking data and software to support compensation administration.
We address executive compensation and broad-based rewards. We advise our clients’ management and boards of directors on all aspects of executive pay programs, including base pay, annual bonuses, long-term incentives, perquisites and other benefits. Our focus is on aligning pay plans with an organization’s business strategy and driving desired performance.
The businesses benefit from regulatory changes affecting our clients that require strategic advice, program changes and communication, the redefinition of jobs, work location and career paths as technology disaggregates work, and the recalibration of pay and the employee experience amidst shifting labor markets.
We are increasingly adding tech-enabled solutions to our offerings across HWC, and in particular in Career. The businesses benefit from regulatory changes affecting our clients that require strategic advice, program changes and communication, the redefinition of jobs, work location and career paths as technology disaggregates work, and the recalibration of pay and the employee experience amidst shifting labor markets.
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.
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.
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.
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 and the E.U. Corporate Sustainability Reporting Directive and other regulations across the E.U.
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.
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. 13 Board of Directors A list of the members of the board of directors of the Company as of the 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.
Our risk control services range from strategic risk consulting (including providing actuarial analysis) to a variety of due diligence services, to the provision of practical on-site risk control services (such as health and safety or property loss control consulting), as well as analytical and advisory services (such as hazard modeling and climate risk quantification).
Our risk control services span from strategic risk consulting, including actuarial analysis and various due diligence services, to practical on-site support such as health and safety or property loss control consulting, alongside analytical and advisory services like hazard modeling and climate risk quantification.
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.
Similarly, we are subject in many jurisdictions to antitrust laws, which are designed to promote robust competition in the markets in which we participate. 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.
Across all businesses, our experts take an industry-focused approach to risk management and assessment, delivering broader perspectives and data-informed decision making to our clients. Our lines of business include Property and Casualty, Affinity, Risk & Analytics and our specialty global lines of business.
Across all businesses, our experts take an industry-focused approach to risk management and assessment, delivering broader perspectives and data-informed decision making to our clients.
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.
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, 2025, 2024 and 2023.
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.
Andrew J. Krasner (age 50) - 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. From June 2018 to January 2021, Mr.
Future voluntary turnover trend data will exclude colleagues from our now-divested TRANZACT business, so comparison to prior years’ trends will not be impacted. 8 Hiring • With turnover remaining within target range, business areas are primarily focusing on targeted hiring campaigns for mid-senior level hires to support growth, future succession planning and/or as part of their location strategy. • Hiring into the Early Careers programs remained relatively stable and consistent with 2023.
Hiring With turnover remaining within target range, business areas are primarily focusing on targeted hiring campaigns for mid-senior level hires to support growth, future succession planning and/or as part of their location strategy. • Hiring into the Early Careers programs remained relatively stable and consistent with 2024.
Krasner was a Principal with Banc of America Securities from October 2003 to June 2009, an Associate with Deutsche Bank from July 2002 to October 2003 and a Senior Associate with PricewaterhouseCoopers from August 1997 to August 2000. Mr. Krasner has a B.S. degree in applied economics and business management and an M.B.A. with distinction from Cornell University.
Prior to joining WTW, Mr. Krasner was a Principal with Banc of America Securities from October 2003 to June 2009, an Associate with Deutsche Bank from July 2002 to October 2003 and a Senior Associate with PricewaterhouseCoopers from August 1997 to August 2000. Mr.
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.
Our policies, including our Code of Conduct, require that our employment decisions comply with applicable law. 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.
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.
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.
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.
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. Krasner started with Willis in June 2009 as Senior Vice President, working on the client side with Willis Capital Markets & Advisory between June 2009 to June 2012.
Health The Health & Benefits (‘H&B’) business provides strategy and design consulting, plan management service and support, broking and administration across the full spectrum of health, wellbeing and other group benefit programs, including medical, dental, disability, life, voluntary benefits and other coverage.
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. 4 Health The Health & Benefits (‘H&B’) business provides strategy and design consulting, plan management service and support, broking and administration across the full spectrum of health, wellbeing and other group benefit programs, including medical, dental, disability, life, voluntary benefits and other coverage.
For more information see Part I, Item 1A Risk Factors of this Annual Report on Form 10-K. Competition We face competition in all fields in which we operate, based on factors including global capability, product breadth, innovation, quality of service and price. We compete with companies such as Aon plc, Arthur J.
Competition We face competition in all fields in which we operate, based on factors including global capability, product breadth, innovation, quality of service and price. We compete with companies such as Aon plc, Arthur J. Gallagher & Co., Brown & Brown Inc., Cognizant Technology Solutions Corporation, Marsh & McLennan Companies, Inc.
We assist clients in planning how to manage incidents or crises when they occur. These services include contingency planning, security audits and product tampering plans.
We also assist clients in planning for and managing incidents or crises through services like contingency planning, security audits and product tampering plans.
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.
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 55) - Mr. Qureshi has served as Global Head of Retirement at WTW since April 2, 2025 and Global Head of Geographies since November 3, 2025. Prior to that, Mr.
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.
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, fraud, anti-money-laundering and counter-terrorist financing.
Global Outsourcing — Global Outsourcing administers the health, welfare and retirement plans of clients using our proprietary technology, including tools to enable benefit modeling, decision support, enrollment and benefit choice, records management and self-service functions.
These are tax-advantaged medical spending and savings accounts including health savings accounts (‘HSA’), health reimbursement accounts (‘HRA’) and flexible spending accounts (‘FSA’), such as dependent care/commuting flexible spending accounts. Global Outsourcing — Global Outsourcing administers the health, welfare and retirement plans of clients using our proprietary technology for benefit modeling, decision support, enrollment and benefit choice, records management and self-service.
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.
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. 5 Work & Rewards — Within our Work & Rewards business, we help clients determine the best ways to get work done, the skills needed for jobs, and how to reward employees.
The 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).
The number of colleagues by segment as of December 31, 2025 is approximated below: December 31, 2025 Health, Wealth & Career 23,100 Risk & Broking 16,800 Corporate and Other 7,000 Total Colleagues 46,900 The number of colleagues by geography as of December 31, 2025 is approximated below: December 31, 2025 North America 12,300 Europe 15,300 International 19,300 Total Colleagues 46,900 Voluntary turnover (rolling 12-month attrition) has remained well within target range throughout 2025 (9.8% compared to 10.1% in 2024; for comparative purposes, the prior-year figure has been adjusted for a change in methodology for the seasonal colleague exclusion).
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.
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. 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.
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.
Krasner has a B.S. degree in applied economics and business management and an M.B.A. with distinction from Cornell University. He is also a Certified Public Accountant. Anne Pullum (age 43) - Ms. Pullum has served as co-head of Corporate Development at WTW since October 25, 2024 and Global Head of Health & Benefits since July 1, 2025.

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Item 1A. Risk Factors

Risk Factors — what could go wrong, per management

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Biggest changeThese risks include: • the general economic and political conditions in the U.S. and foreign countries (including political and social unrest in certain regions); • the imposition of controls or limitations on the conversion of foreign currencies or remittance of dividends and other payments by foreign subsidiaries; • the imposition of sanctions by both the U.S. and foreign governments; • the imposition of withholding and other taxes on remittances and other payments from subsidiaries; • the imposition or increase of investment and other restrictions by foreign governments; • fluctuations in currency exchange rates or our tax rates; • difficulties in controlling operations and monitoring colleagues in geographically dispersed and culturally diverse locations; and • the practical challenges and costs of complying, or monitoring compliance, with a wide variety of foreign laws (some of which are evolving or are not as well-developed as the laws of the U.S. or U.K. or which may conflict with U.S. or other sources of law), and regulations applicable to insurance brokers and other business operations abroad (in more than 140 countries, including many in emerging markets), including laws, rules and regulations relating to the conduct of business, trade sanction laws administered by the U.S.
Biggest changeThese risks include: • the general economic and political conditions in the U.S. and foreign countries (including political and social unrest in certain regions); • geopolitical events, conflicts and tensions in a variety of geographies; • the imposition of controls or limitations on the conversion of foreign currencies or remittance of dividends and other payments by foreign subsidiaries; • the imposition of economic and trade sanctions by both the U.S. and foreign governments; • the imposition of trade restrictions or tariffs by both the U.S. and foreign governments; • the imposition of withholding and other taxes on remittances and other payments from subsidiaries; • the imposition or increase of investment and other restrictions by foreign governments; • fluctuations in currency exchange rates or our tax rates; • difficulties in controlling operations and monitoring colleagues in geographically dispersed and culturally diverse locations; • the practical challenges and costs of complying, or monitoring compliance, with a wide variety of foreign laws (some of which are evolving or are not as well-developed as the laws of the U.S. or U.K. or which may conflict with U.S. or other sources of law); • the practical challenges and costs of complying with regulations applicable to insurance brokers and other business operations in countries where we do business, including many in emerging markets; and • the practical challenges and costs of compliance with all other laws, rules and regulations relating to the conduct of business, including trade sanction laws administered by the U.S., E.U., U.K., and other governments, as well as the requirements of the U.S.
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.
Further, a slowdown in the global economy, including a recession, or in a particular region or industry, inflation or a tightening of the credit markets could negatively impact our business, financial condition and liquidity, including by way of inhibiting our continued access to preferred sources of liquidity when we would like or by increasing our borrowing costs.
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.
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; 34 • the risk over time of a loss of key talent, or an inability to hire sufficient and qualified talent, or the disruption to client servicing as a result of a need to relocate talent or roles or both between or within the E.U. and the U.K. as the regulatory and business environment changes following Brexit; • the risk that the business solutions implemented by our market counterparties change as the U.K.-E.U. regulatory environment evolves in a way that necessitates further alterations to our business models, with the risks described above; • the risk that the U.K. will continue to have in place a limited number of trade agreements with the E.U. member states and/or any non-E.U. states leading to potentially adverse trading conditions with other territories; and • the risk that the way in which the U.K.-E.U. regulatory and legal environment evolves differs from current expectations, resulting in the need to quickly and materially change our plans, and the risks described above with respect to any associated changes in such plans.
Intellectual Property, Technology, Cybersecurity and Data Protection Risks • Data and cybersecurity breaches or improper disclosure of confidential company or personal data could result in material financial loss, regulatory actions, reputational harm and/or legal liability. • Our inability to comply with complex and evolving laws and regulations related to data privacy and cybersecurity could result in material financial loss, regulatory actions, reputational harm and/or legal liability. • Our inability to successfully mitigate and recover should we experience a disaster or other business continuity problem could cause material financial loss, loss of human capital, regulatory actions, reputational harm and/or legal liability. • Material interruption to or loss of our information processing capabilities or failure to effectively maintain and upgrade our information processing hardware or systems could cause material financial loss, regulatory actions, reputational harm and/or legal liability. 16 • Limited protection of our intellectual property could harm our business and our ability to compete effectively, and we face the risk that our services or products may infringe upon the intellectual property rights of others.
Intellectual Property, Technology, Cybersecurity and Data Protection Risks • Data and cybersecurity breaches or improper disclosure of confidential company or personal data could result in material financial loss, regulatory actions, reputational harm and/or legal liability. • Our inability to comply with complex and evolving laws and regulations related to data privacy and cybersecurity could result in material financial loss, regulatory actions, reputational harm and/or legal liability. • Our inability to successfully mitigate and recover should we experience a disaster or other business continuity problem could cause material financial loss, loss of human capital, regulatory actions, reputational harm and/or legal liability. • Material interruption to or loss of our information processing capabilities or failure to effectively maintain and upgrade our information processing hardware or systems could cause material financial loss, regulatory actions, reputational harm and/or legal liability. • Limited protection of our intellectual property could harm our business and our ability to compete effectively, and we face the risk that our services or products may infringe upon the intellectual property rights of others.
Our ability to develop and achieve our sustainability commitments and goals are subject to numerous risks, many of which are outside of our control, such as: the availability and cost of low- or non-greenhouse gas-intensive energy sources; infrastructure and technologies; evolving regulatory requirements affecting sustainability standards or disclosures; the sustainability posture of others in our value 33 chain such as suppliers and other counterparties; and the availability and reliability of information upon which we determine our commitments, goals, and achievements.
Our ability to develop and achieve our sustainability commitments and goals are subject to numerous risks, many of which are outside of our control, such as: the availability and cost of low- or non-greenhouse gas-intensive energy sources; infrastructure and technologies; evolving regulatory requirements affecting sustainability standards or disclosures; the sustainability posture of others in our value chain such as suppliers and other counterparties; and the availability and reliability of information upon which we determine our commitments, goals, and achievements.
We periodically evaluate our estimates and assumptions, including those relating to revenue recognition, valuation of billed and unbilled receivables from clients, discretionary compensation, incurred-but-not-reported liabilities, restructuring, pensions, goodwill and other intangible assets, contingencies, share-based payments and income taxes. We base our estimates on historical experience and various assumptions that we believe to be reasonable based on specific circumstances.
We periodically evaluate our estimates and assumptions, including those relating to revenue recognition, valuation of billed and unbilled receivables from clients, discretionary compensation, incurred-but-not-reported liabilities, restructuring, pensions, goodwill and other intangible assets, contingencies, share-based payments and income taxes. We base our estimates on historical experience and various assumptions that 36 we believe to be reasonable based on specific circumstances.
The burdens imposed by the U.S. state-level privacy laws and other laws that may be enacted at the federal and state level in the future may require us to modify our data processing practices and policies and to incur substantial costs in order to comply with these laws and to 26 investigate and defend against potential private class-action litigation or litigation brought by regulatory authorities.
The burdens imposed by the U.S. state-level privacy laws and other laws that may be enacted at the federal and state level in the future may require us to modify our data processing practices and policies and to incur substantial costs in order to comply with these laws and to investigate and defend against potential private class-action litigation or litigation brought by regulatory authorities.
In addition, with anti-ESG regulations and sentiment present in some of our markets, we could experience reduced revenue and reputational harm if we are targeted by government actors, private groups or influential individuals who disagree with our public positions on social or environmental issues, including our membership or commitments to sustainability-related organizations or initiatives.
In addition, with anti-ESG regulations and sentiment present in some of our markets, we 33 could experience reduced revenue and reputational harm if we are targeted by government actors, private groups or influential individuals who disagree with our public positions on social or environmental issues, including our membership or commitments to sustainability-related organizations or initiatives.
For example, our policies, colleague training (including phishing prevention training), and procedures and technical safeguards have not prevented or detected all improper 25 access to confidential, personal or proprietary information by colleagues, vendors or other third parties with otherwise legitimate access to our systems, although, to date, such known improper access has not been material to our business or financial results.
For example, our policies, colleague training (including phishing prevention training), and procedures and technical safeguards have not prevented or detected all improper access to confidential, personal or proprietary information by colleagues, vendors or other third parties with otherwise legitimate access to our systems, although, to date, such known improper access has not been material to our business or financial results.
As an Irish company, we are governed by the Irish Companies Act, which differs in some material respects from laws generally applicable to U.S. corporations and shareholders, including, among others, differences relating to interested director and officer transactions and shareholder lawsuits. Likewise, the duties of directors and officers of an Irish company generally are owed to the 39 company only.
As an Irish company, we are governed by the Irish Companies Act, which differs in some material respects from laws generally applicable to U.S. corporations and shareholders, including, among others, differences relating to interested director and officer transactions and shareholder lawsuits. Likewise, the duties of directors and officers of an Irish company generally are owed to the company only.
We also face additional risks related to acquisitions, including the ability to negotiate transactions on favorable terms, the ability to secure regulatory approval of transactions where required, the ability to successfully integrate them into our existing businesses and culture, and the potential that any acquired business could significantly underperform relative to our expectations.
We also face additional risks related to acquisitions, including the ability to negotiate transactions on favorable terms, the ability to secure regulatory approval of transactions where required, the ability to successfully integrate them into our existing businesses and culture, and the potential that any acquired business could significantly 17 underperform relative to our expectations.
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.
In particular, tightening of the credit markets could limit our ability to obtain external financing to fund our operations and capital expenditures, if and when needed. In addition, we could experience losses on our holdings of cash and investments due to failures of financial institutions and other parties.
Bribery Act 2010, and similar local laws prohibiting corrupt payments to governmental officials and the Foreign Account Tax Compliance provisions of the Hiring Incentives to Restore Employment Act in the U.S., as well as laws and regulations related to data privacy, artificial intelligence, cybersecurity and telemarketing.
Bribery Act 2010, and similar local laws prohibiting corrupt payments to governmental officials and the Foreign Account Tax Compliance provisions of the Hiring Incentives to Restore Employment Act in the U.S., as well as laws and regulations related to fraud, data privacy, artificial intelligence, cybersecurity and telemarketing.
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.
Due to the broad scope of our businesses and our client base, we regularly address potential conflicts of interest, including, without limitation, situations where our services to a particular client or our own investments or other interests are in conflict, or could be perceived to be in conflict, with the interests of another client.
Labor markets have continued to tighten globally, and we have experienced intense competition and increased costs for certain types of colleagues, especially as new entrants in the insurance business (among others) continue to expend significant resources in their own hiring.
Labor markets have generally continued to tighten globally, and we have experienced intense competition and increased costs for certain types of colleagues, especially as new entrants in the insurance business (among others) continue to expend significant resources in their own hiring.
W e are subject to political, economic, legal, regulatory , compliance, cultural, market, operational and other risks that are inherent in operating our global businesses. We continue to expand our businesses and operations into new regions throughout the world, including emerging markets.
W e are subject to political, geopolitical, economic, legal, regulatory , compliance, cultural, market, operational and other risks that are inherent in operating our global businesses. We continue to expand our businesses and operations into new regions throughout the world, including emerging markets.
We have processes designed to require third-party vendors that provide information technology (‘IT’) outsourcing, offsite storage and other services to agree to maintain certain standards with 24 respect to the storage, protection and transfer of confidential, personal and proprietary information, but our processes cannot eliminate all risk of compromise or unauthorized access or use of such information in the event of a breakdown of a vendor’s data protection processes, a data breach due to the intentional or unintentional non-compliance by a vendor’s employee or agent, or as a result of a cyber-attack on the product, software or information systems of a vendor in our software supply chain.
We have processes designed to require third-party vendors that 23 provide information technology (‘IT’) outsourcing, offsite storage and other services to agree to maintain certain standards with respect to the storage, protection and transfer of confidential, personal and proprietary information, but our processes cannot eliminate all risk of compromise or unauthorized access or use of such information in the event of a breakdown of a vendor’s data protection processes, a data breach due to the intentional or unintentional non-compliance by a vendor’s employee or agent, or as a result of a cyber-attack on the product, software or information systems of a vendor in our software supply chain.
If the entry into businesses, products or services is not successfully integrated into our business, the intended benefits and business development initiatives will not be achieved, which may adversely affect our business, financial condition, results of operations and reputation.
If the entry into 18 businesses, products or services is not successfully integrated into our business, the intended benefits and business development initiatives will not be achieved, which may adversely affect our business, financial condition, results of operations or reputation.
Risks Related to Being an Irish-Incorporated Company • The laws of Ireland differ from the laws in effect in the United States and may afford less protection to holders of our securities. • As an Irish public limited company, certain decisions related to our capital structure will require the approval of shareholders, which may limit our flexibility to manage our capital structure. 17 RISK FACTORS Investments in our ordinary shares are subject to various risks and uncertainties, including as described in this Item 1A of Part I of our Annual Report on Form 10-K.
Risks Related to Being an Irish-Incorporated Company • The laws of Ireland differ from the laws in effect in the United States and may afford less protection to holders of our securities. • As an Irish public limited company, certain decisions related to our capital structure will require the approval of shareholders, which may limit our flexibility to manage our capital structure. 16 RISK FACTORS Investments in our ordinary shares are subject to various risks and uncertainties, including as described in this Item 1A of Part I of our Annual Report on Form 10-K.
We also face the risk that certain large and complex project contracts may be reduced or terminated based on dissatisfaction with service levels, which could result in reduced revenue, write-offs of assets associated with the project, and disputes over the contract, all of which may adversely impact our results and business. 22 In addition, the demand for many of our core benefit services, including compliance-related services, is affected by government regulation and taxation of employee benefit plans.
We also face the risk that certain large and complex project contracts may be reduced or terminated based on dissatisfaction with service levels, which could result in reduced revenue, write-offs of assets associated with the project, and disputes over the contract, all of which may adversely impact our results and business. 21 In addition, the demand for many of our core benefit services, including compliance-related services, is affected by government regulation and taxation of employee benefit plans.
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.
If we are unable to adapt our services to potential new laws and regulations, or judicial modifications, with respect to Healthcare Reform or otherwise, our ability to provide effective services in these 30 areas may be impacted.
MDI takes a variety of forms, including volume- or profit-based contingent commissions, facilities administration charges, business development agreements, and fees for providing certain data to carriers. MDI creates various risks.
MDI takes a variety of 32 forms, including volume- or profit-based contingent commissions, facilities administration charges, business development agreements, and fees for providing certain data to carriers. MDI creates various risks.
We have stated certain financial goals, including with respect to our cash flows, our growth and margin targets, and our share repurchases. We have stated, and may in the future state, other goals for future periods.
Further, we have stated certain financial goals, including with respect to our cash flows, our growth and margin targets, and our share repurchases. We have stated, and may in the future state, other goals for future periods.
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.
These laws and regulations include insurance and financial industry regulations, antitrust and competition laws, economic and trade sanctions laws relating to countries and regions in which certain subsidiaries do business or may do business (‘Sanctioned Jurisdictions’) such as Crimea, the Luhansk People’s Republic and the Donetsk People’s Republic (and other occupied territories of Ukraine), Cuba, Iran, North Korea, Russia, Sudan, Syria and Venezuela, anti-corruption laws such as the FCPA, the U.K.
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.
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.
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.
Even if we do not experience significant monetary costs, there may be adverse publicity 28 associated with these matters that could result in reputational harm to the industries we operate in or to us in particular that may adversely affect our business, client or colleague relationships. Defending against these claims can involve potentially significant costs, including legal defense costs.
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.
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. 15 • 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, geopolitical, economic, legal, regulatory, compliance, cultural, market, operational and other risks that are inherent in operating our global businesses. • Economic and trade sanctions imposed by governments, or changes to such sanction regulations (such as sanctions imposed on Russia and China), and related counter-sanctions, could have a material adverse impact on our operations or financial results. • 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 numerous, 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 on January 31, 2020 has adversely affected and may continue to affect our business.
Our initiatives aiming to implement our strategy and to achieve future financial objectives pose potential operational risks and may result in distraction of management and colleagues.
Our initiatives aiming to implement our strategy and to achieve future financial objectives pose potential operational risks and may result in the distraction of management and colleagues.
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.
Strategic and Operational Risks Our success largely depends on our ability to achieve our global business strategy as it evolves, and our results of operations and financial condition could suffer if the Company were unable to successfully establish and execute on its strategy and generate anticipated revenue growth, cost savings, efficiencies and other benefits.
Industry trade groups brought legal challenges to the Retirement Security Rule and, in late July 2024, two federal district courts issued stays halting the implementation of the entirety of the Retirement Security Rule until further notice. The DOL has appealed these decisions to the United States Court of Appeals for the Fifth Circuit.
Industry trade groups brought legal challenges to the Retirement Security Rule and, in late July 2024, two federal district courts issued stays halting the implementation of the entirety of the Retirement Security Rule until further notice. The DOL appealed these decisions to the United States Court of Appeals for the Fifth Circuit in September 2024.
Further, the advance of generative AI may give rise to additional vulnerabilities and potential entry points for cyber threats. With generative AI tools, threat actors may have additional tools to automate breaches or persistent attacks, evade detection, or generate sophisticated phishing emails or other forms of digital impersonation.
Further, the advance of both generative and agentic AI may give rise to additional vulnerabilities and potential entry points for cyber threats. With generative AI tools, threat actors may have additional tools to automate breaches or persistent attacks, evade detection, or generate sophisticated phishing emails or other forms of digital impersonation.
Conflicts of interest or anti-competitive activities may also arise in the future that could cause material harm to us. Our global operations expose us to increasing, and sometimes conflicting, legal and regulatory requirements in environmental, social and governance (‘ESG’) matters, and violation of these regulations could harm our business.
Conflicts of interest or anti-competitive activities may also arise in the future that could cause material harm to us. Our global operations expose us to numerous, and sometimes conflicting, legal and regulatory requirements in environmental, social and governance (‘ESG’) matters, and violation of these regulations could harm our business.
The employment-related agreements with our chief executive officer and certain of our executive officers (to the extent our officers are party to such agreements) and other key personnel will not require them to continue to work for us for any specified period; therefore, they could terminate their employment at any time.
The employment-related agreements with our chief executive officer and certain of our executive officers (to the extent our officers are party to such agreements) and other key personnel may not require them to continue to work for us for any specified period; therefore, they could terminate their employment at any time.
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.
Leadership transitions may also impact our relationships with customers and other market participants, and create uncertainty among 22 investors, colleagues, and others concerning our future direction and performance. Any significant disruption, uncertainty or change in business strategy could adversely affect our business, operating results and financial condition.
In other cases, clients may allege that we have failed entirely to procure insurance coverage consistent with their instructions, and although we have established internal processes and controls to prevent such omissions, we cannot guarantee that these processes will always work as intended.
In other cases, clients may allege that we have failed entirely to procure insurance coverage consistent with their instructions. Although we have established internal processes and controls to prevent all such errors and omissions, we cannot guarantee that these processes will always work as intended.
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, under the indentures for our 4.400% senior notes due 2026, our 4.650% senior notes due 2027, our 4.500% senior notes due 2028, our 2.950% senior notes due 2029, our 4.550% senior notes due 2031, our 5.350% senior notes due 2033, our 5.150% senior notes due 2036, our 6.125% senior notes due 2043, our 5.050% senior notes due 2048, our 3.875% senior notes due 2049 and our 5.900% senior notes due 2054, if we experience a ratings decline together with a change of control event, we would be required to offer to purchase these notes from holders unless we had previously redeemed those notes.
We have been and may continue to be subject to inquiries and investigations by federal, state, international, or other governmental agencies regarding aspects of our clients’ businesses and/or our own businesses, including (but not limited to) regulated businesses such as our insurance brokerage, Benefits, Delivery and Administration (‘BDA’) reporting unit, and investment advisory services.
We have been and may continue to be subject to inquiries and investigations by federal, state, international, or other governmental agencies regarding aspects of our clients’ businesses and/or our own businesses, including (but not limited to) regulated businesses such as our insurance brokerage, Benefits Delivery & Outsourcing reporting unit, and investment advisory services.
Given the uncertainties relating to legal, statutory and regulatory changes that affect health insurance plans across the globe, the impact is difficult to determine, but it could have material negative effects on us, including: • increasing our competition; • reducing or eliminating the need for health insurance agents and brokers or demand for the health insurance that we sell; • decreasing the number of types of health insurance plans that we sell, as well as the number of insurance carriers offering such plans; • causing insurance carriers to change the benefits and/or premiums for the plans they sell; or • causing insurance carriers to reduce the amount they pay for our services or change our relationship with them in other ways.
Given the uncertainties relating to legal, statutory and regulatory changes that affect health insurance plans across the globe, the impact is difficult to determine, but it could have material negative effects on us if we are not able to adapt to such changes, including: • increasing our competition; • reducing or eliminating the need for health insurance agents and brokers or demand for the health insurance that we sell; • decreasing the number of types of health insurance plans that we sell, as well as the number of insurance carriers offering such plans; • causing insurance carriers to change the benefits and/or premiums for the plans they sell; or • causing insurance carriers to reduce the amount they pay for our services or change our relationship with them in other ways.
Quarterly variations in our revenue, cash flow and results of operations have occurred in the past and could occur as a result of a number of factors, such as: the significance of client engagements commenced and completed during a quarter; seasonality of certain types of services; the number of business days in a quarter; colleague hiring and utilization rates; our clients’ ability to terminate engagements without penalty; the size and scope of assignments; our ability to enhance our billing, collection and working capital management efforts; differences in timing of renewals; non-recurring revenue from disposals and book-of-business sales; and general economic conditions.
Quarterly variations in our revenue, cash flow and results of operations have occurred in the past and could occur as a result of a number of factors, such as: the significance of client engagements commenced and completed during a quarter; seasonality of certain types of services; the number of business days in a quarter; colleague hiring and utilization rates; our clients’ ability to terminate engagements without penalty; the size and scope of assignments; our ability to enhance our billing, collection and working capital management efforts; differences in timing of renewals; duration and timing of large scale projects on quarterly revenue; non-recurring revenue from disposals and book-of-business sales; and general economic conditions.
As we work to prepare to comply with new and amended applicable legal and regulatory requirements, including European Sustainability Reporting Standards under the E.U. Corporate Sustainability Reporting Directive (‘CSRD’), the E.U.
As we continue our work to prepare to comply with new and amended applicable legal and regulatory requirements, including European Sustainability Reporting Standards under the E.U. Corporate Sustainability Reporting Directive (‘CSRD’), the E.U.
For example, incorporating artificial intelligence (‘AI ’ ) into certain product offerings is becoming more important in our operations, particularly as our competitors, including new entrants focused on using technology and innovation, such as generative AI, digital platforms, data analytics, robotics and blockchain, seek to simplify and improve the client experience, increase efficiencies, alter business models and effect other potentially disruptive changes in the industries in which we operate.
For example, incorporating artificial intelligence (‘AI’) into certain product offerings is becoming more important in our operations, particularly as our competitors, including new entrants focused on using technology and innovation, such as generative or agentic AI, digital platforms, data analytics, robotics and blockchain, seek to simplify and improve the client experience, increase efficiencies, alter business models and effect other potentially disruptive changes in the industries in which we operate.
Public health issues could continue to disrupt, possibly materially, our business operations and services that we provide or impact our business operations and results in the future.
Public health issues have disrupted and could continue to disrupt, possibly materially, our business operations and services that we provide or impact our business operations and results in the future.
Such authorization may be granted in respect of up to the entirety of a company’s authorized but unissued share capital and for a maximum period of five years, at which point it must be renewed by another ordinary resolution.
Such authorization may be granted in respect of up to the entirety of a company’s authorized but unissued share capital and for a maximum period of five years, at which point it must be renewed by an ordinary resolution of shareholders.
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.
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.
Sanctions imposed by governments, or changes to such sanction regulations (such as sanctions imposed on Russia and China), and related counter-sanctions, could have a material adverse impact on our operations or financial results. International conflicts and related geopolitical tensions increase the risk of sanctions impacting our business.
Economic and trade s anctions imposed by governments, or changes to such sanction regulations (such as sanctions imposed on Russia and China), and related counter-sanctions, could have a material adverse impact on our operations or financial results. International conflicts and related geopolitical tensions increase the risk of sanctions impacting our business.
In addition, increasing use of generative AI models in our internal systems may create new attack methods for adversaries.
In addition, increasing use of generative and agentic AI models in our internal systems may create new attack methods for adversaries.
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.
For example, Willis Limited, our U.K. brokerage subsidiary regulated by the FCA, is currently required to maintain $100 million in unencumbered and available financial resources, of which at least $53 million must be in cash, for regulatory purposes.
The risks from such variances or errors could be aggravated in an environment of declining pension fund asset values and insurance company capital levels. In almost all cases, our exposure to liability with respect to a particular engagement is substantially greater than the revenue opportunity that the engagement generates for us.
The risks from such variances or errors could be aggravated in an environment of declining pension fund asset values and insurance company capital levels. Our exposure to liability with respect to a particular engagement can be substantially greater than the revenue opportunity that the engagement generates for us.
Corporate Sustainability Due Diligence Directive, California’s Health and Safety Code as amended by S.B. 219 and IFRS Sustainability Standards issued by the International Sustainability Standards Board that may become applicable to us in our global operations, as well as focus on our own sustainability assessments and priorities, we may disclose additional metrics against which we may measure ourselves or be measured and tracked by others over time.
Corporate Sustainability Due Diligence Directive, California’s S.B. 253 and IFRS Sustainability Standards issued by the International Sustainability Standards Board that may become applicable to us in our global operations, as well as focus on our own sustainability assessments and priorities, we may disclose additional metrics against which we may measure ourselves or be measured and tracked by others over time.
Acquisitions and joint ventures, such as our recently-announced joint venture with Bain Capital, involve special risks, including the potential assumption of unanticipated liabilities and contingencies and difficulties in integrating acquired businesses or in achieving a successful joint venture.
Acquisitions, such as our Newfront and Cushon acquisitions, and joint ventures, such as our joint venture with Bain Capital, involve special risks, including the potential assumption of unanticipated liabilities and contingencies and difficulties in integrating acquired businesses or in achieving a successful joint venture.
The ways in which insurance intermediaries are compensated receive scrutiny from regulators in part because of the potential for anti-competitive behavior and conflicts of interest. We could suffer significant financial or reputational harm if we fail to properly identify and manage any such potential conflicts of interest or allegations of anti-competitive behavior.
The ways in which intermediaries are compensated can receive scrutiny from regulators, clients and other interested parties in part because of the potential for anti-competitive behavior and conflicts of interest. We could suffer significant financial or reputational harm if we fail to properly identify and manage any such potential conflicts of interest or allegations of anti-competitive behavior.
The ramifications of the hostilities and sanctions, however, may not be limited to Russia and Russian companies but may spill over to and negatively impact other regional and global economic markets (including Europe and the United States), companies in other countries (particularly those that have done business with Russia) and various sectors, industries and markets for securities and commodities globally, such as oil and natural gas.
The ramifications of the hostilities and sanctions, however, may not be limited to Russia and Russian companies but may spill over to and negatively impact other regional and global economic markets (including Europe and the United States), companies in other countries (particularly those that have done business with Russia) and various sectors, industries and markets for securities and commodities globally, including the energy and transportation sectors.
In conducting our businesses and maintaining and supporting our global operations, we are subject to political, economic, legal, regulatory, compliance, cultural, market, operational and other risks. The possible effects of political, economic, financial and climate change related disruptions throughout the world could have an adverse impact on our businesses and financial results.
In conducting our businesses and maintaining and supporting our global operations, we are subject to political, geopolitical, economic, legal, regulatory, compliance, cultural, market, operational and other risks. The possible effects of these disruptions throughout the world could have an adverse impact on our business and financial results.
Because generative AI is a new field, our understanding of cybersecurity risks resulting from generative AI and protection methods continues to develop, and features that rely on generative AI, including in services provided to us by third parties, may be susceptible to unanticipated cybersecurity threats from sophisticated adversaries and other cybersecurity incidents.
Because generative and agentic AI are new fields, our understanding of cybersecurity risks resulting from generative and agentic AI and protection methods continues to develop, and features that rely on generative or agentic AI, including in services provided to us by third parties, may be susceptible to unanticipated cybersecurity threats from sophisticated adversaries and other cybersecurity incidents.
A period of low or declining premium rates, generally known as a ‘soft’ or ‘softening’ market, generally leads to downward pressure on commission revenue and can have a material adverse impact on our commission revenue and operating margin. We could be negatively impacted by soft market conditions across certain sectors and geographic regions.
A period of low or declining premium rates, generally known as a ‘soft’ or ‘softening’ market, generally leads to downward pressure on commission revenue and can have a material adverse impact on our commission revenue and operating margin. Soft market conditions across certain sectors and geographic regions would negatively impact our business.
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.
Moreover, in certain circumstances, our agreements with brokerage, investment and certain other types of clients may not limit the maximum liability to which we may be exposed for claims involving alleged errors or omissions. As such, we would not have limited liability for the work we provide to these clients.
We are exposed to various risks arising out of disasters and business continuity problems, such as fires (such as the recent wildfires in southern California), earthquakes, hurricanes, terrorist attacks, acts of war or civil unrest, pandemics, security breaches, ransomware or destructive malware attacks, power loss, telecommunications failures or other natural or man-made disasters.
We are exposed to various risks arising out of disasters and business continuity problems, such as wildfires, earthquakes, hurricanes, terrorist attacks, acts of war, conflicts, or civil unrest, pandemics, security breaches, ransomware or destructive malware attacks, power loss or disruption, telecommunications failures or other natural or man-made disasters.
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.
A disaster or business continuity problem of a significant scale or affecting certain of our key operating areas within or across regions, or our inability to successfully recover from such an event, particularly if any of these problems occur during peak times, could materially interrupt our business operations and cause material financial loss, loss of human capital, regulatory actions, reputational harm, damaged client relationships or legal liability. 26 Material interruption to or loss of our information processing capabilities or failure to effectively maintain and upgrade our information processing hardware or systems could cause material financial loss, regulatory actions, reputational harm and/or legal liability.
Our future growth, profitability, and cash flows largely depend upon our ability to successfully establish and execute our global business strategy. As discussed under Item 1, ‘Business - Business Strategy’, we seek to be an advisory, broking and solutions provider of choice through an integrated global platform.
Our future growth, profitability, and cash flows largely depend upon our ability to successfully establish and execute our global business strategy, including executing on our expected product, service and transaction pipelines. As discussed under Item 1, ‘Business - Business Strategy’, we seek to be an advisory, broking and solutions provider of choice through an integrated global platform.
Changes in government and accounting regulations in the U.S. and the U.K., two of our principal geographic markets, affecting the value, use or delivery of benefits and human capital programs, may materially adversely affect the demand for, or the profitability of, our various services.
Changes in government and accounting regulations in the U.S. and the U.K., two of our principal geographic markets, affecting the value, use or delivery of benefits and human capital programs, may materially adversely affect the demand for, or the profitability of, our various services if we are not able to adapt to such changes.
In addition, more restrictive marketing rules or interpretations of the Centers for Medicare and Medicaid Services, or judicial decisions that restrict or otherwise change existing provisions of U.S. healthcare regulation, could have an adverse impact on our healthcare-related businesses.
In addition, more restrictive marketing rules or interpretations of the Centers for Medicare and Medicaid Services (‘CMS’), or judicial decisions that restrict or otherwise change existing provisions of U.S. healthcare regulation, could have an adverse impact on our healthcare-related businesses if we are unable to adapt to such changes.
Because of devaluations and fluctuations in currency exchange rates or the imposition of limitations on conversion of foreign currencies into U.S. dollars, we are subject to currency translation exposure on the profits of our operations, in addition to economic exposure.
Outside of the U.S. and our London market operations, we predominantly generate revenue and expenses in local currencies. Because of devaluations and fluctuations in currency exchange rates or the imposition of limitations on conversion of foreign currencies into U.S. dollars, we are subject to currency translation exposure on the profits of our operations, in addition to economic exposure.
WTW had total consolidated debt outstanding of approximately $5.3 billion as of December 31, 2024, and our related interest expense was $259 million for the year ended December 31, 2024. 35 Although management believes that our cash flows will be sufficient to service this debt, there may be circumstances in which required payments of principal and/or interest on this level of indebtedness may: • require us to dedicate a significant portion of our cash flow to payments on our debt, thereby reducing the availability of cash flow to fund capital expenditures, to pursue other acquisitions or investments, to buy back Company shares, to pay dividends and for general corporate purposes; • limit our flexibility in reacting to changes or challenges relating to our business and industry; and • put us at a competitive disadvantage against competitors who have less indebtedness or are in a more favorable position to access additional capital resources.
Although management believes that our cash flows will be sufficient to service this debt, there may be circumstances in which required payments of principal and/or interest on this level of indebtedness may: • require us to dedicate a significant portion of our cash flow to payments on our debt, thereby reducing the availability of cash flow to fund capital expenditures, to pursue other acquisitions or investments, to buy back Company shares, to pay dividends and for general corporate purposes; • limit our flexibility in reacting to changes or challenges relating to our business and industry; and • put us at a competitive disadvantage against competitors who have less indebtedness or are in a more favorable position to access additional capital resources.
If interest rates fluctuate and/or inflation rates or trade barriers increase, economic growth in a number of markets where we do business may be hindered and may continue to have far-reaching effects on the global economy.
Potential trade wars, including tariffs and retaliatory actions, also may contribute to inflation and/or hinder economic growth. If interest rates fluctuate and/or inflation rates or trade barriers increase, economic growth in a number of markets where we do business may be hindered and may continue to have far-reaching effects on the global economy.
Also, in the past, we have lost colleagues who manage substantial client relationships or possess substantial experience or expertise; if we lose additional colleagues such as those, or if we lose a large number of other colleagues, it could result in such colleagues competing against us.
Also, in the past, we have lost colleagues who manage substantial client relationships or possess substantial experience or expertise; if we lose additional colleagues such as those, or if we lose a large number of other colleagues, it could result in such colleagues competing against us. This risk has historically increased following significant mergers or acquisitions.
With respect to any such acquisition transactions or joint ventures, we face risks related to the potential impacts of the transaction on relationships, including with clients, colleagues, correspondents, suppliers, regulators, competitors, and other third parties, as well as the risk related to contingent liabilities (including litigation) potentially creating material liabilities for the Company.
With respect to any such acquisition transactions or joint ventures, we face risks related to the potential impacts of the transaction on relationships, including with clients, colleagues, correspondents, suppliers, regulators, competitors, and other third parties, as well as the risk related to contingent liabilities as described in the preceding paragraph.
As we continue to expand this business geographically and by way of new product, service, and advisory offerings we will be subject to additional contractual exposures and obligations with investors, asset managers, and third-party service providers, as well as increased regulatory exposures.
As we continue to expand this business geographically and by way of new product, service, and advisory offerings (including expanded services to individuals either directly or through business-to-business-to-consumer arrangements), we will be subject to additional contractual exposures and obligations with investors, asset managers, and third-party service providers, as well as increased regulatory exposures.
The Company is heavily invested in the U.K. through our businesses and activities. Brexit has resulted in greater restrictions on business conducted between the U.K. and E.U. countries and has increased regulatory complexities. Uncertainty remains as to how changes to the U.K.’s access to the E.U.
Brexit has resulted in greater restrictions on business conducted between the U.K. and E.U. countries and has increased regulatory complexities. Uncertainty remains as to how changes to the U.K.’s access to the E.U.
These laws have significantly increased our responsibilities when handling personal data including, without limitation, requiring us: to conduct privacy impact assessments or data protection impact assessments; to restrict the transmission or cross border transfers of data; to adopt and maintain new privacy policies and notices; and to publicly disclose significant data breaches.
These laws have significantly increased our responsibilities when handling personal data including, without limitation, requiring us: to conduct privacy impact assessments or data protection impact assessments; to restrict the transmission or cross border transfers of data; to adopt and maintain new privacy policies and notices; to maintain detailed records of processing and vendor oversight; to respond to data subject rights requests within prescribed timelines; and to publicly disclose significant data breaches.
We are exposed to various risks arising out of natural disasters, including fires (such as the recent wildfires in southern California), earthquakes, hurricanes, floods and tornadoes, many of which could be exacerbated by climate change.
We are exposed to various risks arising out of natural disasters, including fires, earthquakes, hurricanes, floods and tornadoes, many of which could be exacerbated by climate change.
Single Market and the wider trading, legal, regulatory, tax, social and labor environments, especially in the U.K. and E.U., will be impacted over time, including the resulting impacts on our business and that of our clients. These Brexit-related changes may adversely affect our operations and financial results.
Single Market and the wider trading, legal, regulatory, tax, social and labor environments, especially in the U.K. and E.U., will be impacted over time, including the resulting impacts on our business and that of our clients.
Relatedly, if proposals were enacted that have the effect of limiting our ability as an Irish company to take advantage of tax treaties with the U.S. or other territories, we could incur additional tax expense and/or otherwise experience business detriment.
Relatedly, if proposals were enacted that have the effect of limiting our ability as an Irish company to take advantage of tax treaties with the U.S. or other territories, we could incur additional tax expense and/or otherwise experience business detriment. On July 4, 2025, the ‘Act to provide for reconciliation pursuant to title II of H. Con.
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.
Touchpoints with sanctioned individuals, entities or locations can be difficult to identify and, given the increased scope and complexity of sanctions and the pace of regulatory change, there is an increased risk of non-compliance.
This risk is likely to be higher in circumstances, where there are significant disputes between clients and insurance carriers over coverage and clients allege claims against us.
This risk is likely to be higher in circumstances where there are significant disputes between clients and insurance carriers over coverage and clients allege that a failure by us is the reason.
Our U.S. operations earn revenue and incur expenses primarily in U.S. dollars. In our London market operations however, we earn revenue in a number of different currencies, but expenses are almost entirely incurred in Pounds sterling. Outside of the U.S. and our London market operations, we predominantly generate revenue and expenses in local currencies.
We report our operating results and financial condition in U.S. dollars. Our U.S. operations earn revenue and incur expenses primarily in U.S. dollars. In our London market operations however, we earn revenue in a number of different currencies, but expenses are almost entirely incurred in Pounds sterling.
These laws generally provide consumers with certain rights (including rights to correct their data, limit the use and disclosure of sensitive personal information, and opt out of the sharing of personal information for certain targeted behavioral advertising purposes), and require companies to make detailed disclosures to residents of those states about their data collection, use and sharing practices.
These laws generally provide consumers with certain rights (including rights to correct their data, limit the use and disclosure of sensitive personal information, and opt out of the sharing of personal information for certain targeted behavioral advertising purposes), and require companies to make detailed disclosures to residents of those states about their data collection, use and sharing practices. 25 The Company is also subject to data privacy laws and regulations that apply to the collection, storage and use of personal health information, including, without limitation, the U.S.
See the Risk Factor under the heading ‘ 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’ for more information. 34 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.
See the Risk Factor under the heading ‘ 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’ for more information.
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.
Our investments of significant time and resources into new product or service offerings, as well as in technology and infrastructure to support these offerings may not deliver the expected return or sufficient return to cover the cost of investment.
These third-party applications store confidential and proprietary data of the Company, our clients and our colleagues. A suspension or termination of certain of these licenses or the related support, upgrades and maintenance could cause temporary system delays or interruptions that could adversely impact our business.
A suspension or termination of certain of these licenses or the related support, upgrades and maintenance could cause temporary system delays or interruptions that could adversely impact our business.
We also 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.
We also continue to create new products and services (including increasingly complex technology solutions) and to grow the business of providing products and services to institutional investors, financial services companies and other clients. We are also increasingly developing products and services where the end users are individuals.

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Item 1C. Cybersecurity

Cybersecurity — threats and controls disclosure

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Biggest changeThe 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.
Biggest changeThe CISO holds undergraduate and graduate degrees in business. The CISO reports to the Global Head of Technology. WTW’s Global Head of Technology has served in various roles in information technology for over 25 years. The Global Head of Technology holds a graduate degree in business.
See Part I, Item 1A Risk Factors under the heading ‘ Data and cybersecurity breaches or improper disclosure of confidential company or personal data could result in material financial loss, regulatory actions, reputational harm and/or legal liability’ for more information about WTW’s technical controls, management, mitigation, and security practices as well as the risks related thereto. • 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.
See Part I, Item 1A Risk Factors under the heading ‘ Data and cybersecurity breaches or improper disclosure of confidential company or personal data could result in material financial loss, regulatory actions, reputational harm and/or legal liability’ for more information about WTW’s technical controls, management, mitigation, and security practices as well as the risks related thereto. 40 • 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.
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.
Management Oversight and Governance Management plays an important role in assessing and managing WTW’s material risks from cybersecurity threats. The CISO is responsible for designing and implementing a security program and strategy. WTW's CISO has served in various roles in information technology and information security for over 23 years, including serving as CISO of several public companies.
The 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.
The risks described in such filings are not the only risks facing WTW. Additional risks and uncertainties not currently known or not currently deemed material may, in the future, materially adversely affect WTW’s business, financial condition or results of operations.
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.
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.
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.
Additionally, WTW undertakes vulnerability scanning, and engages third parties from time-to-time to conduct penetration testing to help WTW identify and reduce the threat of known and emerging cybersecurity risks. Board Oversight and Governance WTW’s board of directors has delegated the oversight of cybersecurity risks to the Risk and Operational Oversight Committee (the ‘Risk Committee’).
Removed
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.

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. 41
Biggest changeWe do not anticipate difficulty in meeting our space needs at lease expiration.

Item 5. Market for Registrant's Common Equity

Market for Common Equity — stock, dividends, buybacks

8 edited+1 added−3 removed11 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, 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.
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, 2025 through October 31, 2025 400,835 $ 335.49 400,835 4,599,053 November 1, 2025 through November 30, 2025 547,165 $ 321.79 547,165 4,051,888 December 1, 2025 through December 31, 2025 120,789 $ 326.54 120,789 3,931,099 1,068,789 $ 327.47 1,068,789 43 The board of directors has authorized the current open-ended repurchase program for a total of up to $11.7 billion, which was most recently increased by $1.5 billion on September 16, 2025.
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 charts the performance of $100 invested on the initial date indicated, December 31, 2020, assuming full dividend reinvestment. Unregistered Sales of Equity Securities and Use of Proceeds During the year ended December 31, 2025, no shares were issued by the Company without registration under the Securities Act of 1933, as amended.
ITEM 5. MARKET FOR REGISTRANT’S COMMON EQUITY, RELATED STO CKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES Share Data Our ordinary shares trade on the NASDAQ Global Select Market under the symbol ‘WTW’ as of January 10, 2022.
ITEM 5. MARKET FOR REGISTRANT’S COMMON EQUITY, RELATED STO CKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES Share Data Our ordinary shares have traded on the NASDAQ Global Select Market under the symbol ‘WTW’ since January 10, 2022.
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.
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, 2020 through December 31, 2025.
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.
As of February 23, 2026, there were 912 shareholders of record of our ordinary shares, not including those ordinary shares held in street or nominee name. Dividends We normally pay dividends on a quarterly basis to shareholders of record on March 31, June 30, September 30 and December 31.
In February 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.
In February 2026, the board of directors approved a quarterly cash dividend of $0.96 per share ($3.84 per share annualized rate), which will be paid on or around April 15, 2026 to shareholders of record as of March 31, 2026.
At 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.
At December 31, 2025, the maximum number of shares that may be purchased under the existing stock repurchase program is 3,931,099, with approximately $1.3 billion remaining on the current open-ended repurchase authority granted by the board.
An estimate of the maximum number of shares under the existing authorities was determined using the closing price of our ordinary shares on December 31, 2024 of $313.24.
An estimate of the maximum number of shares under the existing authorities was determined using the closing price of our ordinary shares on December 31, 2025 of $328.60.
Removed
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.
Added
Securities Authorized for Issuance Under Equity Compensation Plans For information on our securities authorized for issuance under our existing equity compensation plans, see ‘Securities Authorized for Issuance under Equity Compensation Plans’ in our year-end 2025 proxy statement to be filed with the SEC in the first half of 2026. 44
Removed
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’).
Removed
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

Item 7. Management's Discussion & Analysis

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

140 edited+39 added−45 removed73 unchanged
Biggest changeReconciliations of net (loss)/income attributable to WTW to adjusted diluted earnings per share for the years ended December 31, 2024 and 2023 are as follows: Years Ended December 31, 2024 2023 ($ and weighted-average shares in millions) NET (LOSS)/INCOME ATTRIBUTABLE TO WTW $ (98 ) $ 1,055 Adjusted for certain items: Impairment 1,042 — Amortization 226 263 Restructuring costs 61 68 Transaction and transformation 409 386 Provision for specified litigation matter (i) 13 — Pension settlement 23 — Loss/(gain) on disposal of operations 337 (43 ) Tax effect on certain items listed above (ii) (276 ) (195 ) Tax effect of significant adjustments (7 ) 2 $ 1,730 $ 1,536 Weighted-average ordinary shares — diluted 102 106 Diluted (loss)/earnings per share $ (0.96 ) $ 9.95 Adjusted for certain items (iii) : Impairment 10.20 — Amortization 2.21 2.48 Restructuring costs 0.60 0.64 Transaction and transformation 4.00 3.64 Provision for specified litigation matter (i) 0.13 — Pension settlement 0.23 — Loss/(gain) on disposal of operations 3.30 (0.41 ) Tax effect on certain items listed above (ii) (2.70 ) (1.84 ) Tax effect of significant adjustments (0.07 ) 0.02 Adjusted diluted earnings per share (iii) $ 16.93 $ 14.49 (i) Represents a provision related to litigation arising out of a structured insurance program originally placed for a client over 15 years ago.
Biggest changeWhen there is a net loss attributable to WTW for the period, basic and diluted shares and earnings per share are the same values. 61 Reconciliations of net income/(loss) attributable to WTW to adjusted diluted earnings per share for the years ended December 31, 2025 and 2024 are as follows: Years Ended December 31, 2025 2024 ($ and weighted-average shares in millions) NET INCOME/(LOSS) ATTRIBUTABLE TO WTW $ 1,605 $ (98 ) Adjusted for certain items: Impairment — 1,042 Amortization 192 226 Restructuring costs — 61 Transaction and transformation 23 409 Provision for specified litigation matter (i) — 13 Net periodic pension and postretirement benefits 46 (64 ) (Gain)/loss on disposal of operations (40 ) 337 Tax effect on certain items listed above (ii) (61 ) (254 ) Tax effect of significant adjustments (79 ) (7 ) $ 1,686 $ 1,665 Weighted-average ordinary shares — diluted 99 102 Diluted earnings/(loss) per share $ 16.26 $ (0.96 ) Adjusted for certain items (iii) : Impairment — 10.20 Amortization 1.95 2.21 Restructuring costs — 0.60 Transaction and transformation 0.23 4.00 Provision for specified litigation matter (i) — 0.13 Net periodic pension and postretirement benefits 0.47 (0.63 ) (Gain)/loss on disposal of operations (0.41 ) 3.30 Tax effect on certain items listed above (ii) (0.62 ) (2.49 ) Tax effect of significant adjustments (0.80 ) (0.07 ) Adjusted diluted earnings per share (iii) $ 17.08 $ 16.29 (i) Represents a provision related to litigation arising out of a structured insurance program originally placed for a client over 15 years ago.
Plan participants prior to July 1, 2017 earn benefits without having to make employee contributions, and all newly-eligible employees after that date are required to contribute 2% of pay on an after-tax basis to participate in the plan. Effective January 1, 2024, stable value benefits are earned under the same contributory formula for all eligible colleagues.
Plan participants prior to July 1, 2017 earn benefits without having to make employee contributions, and all newly-eligible employees after that date were required to contribute 2% of pay on an after-tax basis to participate in the plan. Effective January 1, 2024, stable value benefits are earned under the same contributory formula for all eligible colleagues.
The accumulated gains and losses not yet recognized in net income are amortized into net income as a component of the net periodic benefit cost/(income) over the average remaining service period or average remaining life expectancy, as appropriate, of the plan’s participants to the extent that the net gains or losses as of the beginning of the year exceed 10% of the greater of the market-related value of plan assets or the projected benefit obligation.
The accumulated gains and losses not yet recognized in net income are amortized into net income as a component of the net periodic benefit cost/(credit) over the average remaining service period or average remaining life expectancy, as appropriate, of the plan’s participants to the extent that the net gains or losses as of the beginning of the year exceed 10% of the greater of the market-related value of plan assets or the projected benefit obligation.
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.
GAAP, and these provide a measure against which our businesses may be assessed in the future. Our methods of calculating these measures may differ from those used by other companies and therefore comparability may be limited. These financial measures should be viewed in addition to, not in lieu of, the consolidated financial statements for the year ended December 31, 2025.
The following table details our top five markets based on percentage of consolidated revenue (in U.S. dollars) from the countries where work was performed for the year ended December 31, 2024. These figures do not represent the currency of the related revenue, which is presented in the next table.
The following table details our top five markets based on percentage of consolidated revenue (in U.S. dollars) from the countries where work was performed for the year ended December 31, 2025. These figures do not represent the currency of the related revenue, which is presented in the next table.
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.
If future events, including material changes in estimates of cash, working capital, long-term investment 53 requirements or additional legislation, necessitate that these earnings be distributed, an additional provision for income and foreign withholding taxes, net of credits, may be necessary.
The current-year effective tax rate includes a $137 million tax benefit recognized on the sale of our TRANZACT business, partially offset with a $55 million provision for tax expense on the accrual for the Willis Re earnout and a $34 million provision for changes in uncertain tax positions.
The prior-year effective tax rate includes a $137 million tax benefit recognized on the sale of our TRANZACT business, partially offset with a $55 million provision for tax expense on the accrual for the Willis Re earnout and a $34 million provision for changes in uncertain tax positions.
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.
As of and for the periods ended December 31, 2025 and 2024, the non-guarantor subsidiaries represented substantially all of the total assets and accounted for substantially all of the total revenue of the Company prior to consolidating adjustments. The non-guarantor subsidiaries have other liabilities, including contingent liabilities that may be significant.
The current-year effective tax rate includes a $137 million tax benefit recognized on the sale of our TRANZACT business, partially offset with a $55 million provision for tax expense on the accrual for the Willis Re earnout and a $34 million provision for changes in uncertain tax positions.
The prior-year effective tax rate includes a $137 million tax benefit recognized on the sale of our TRANZACT business, partially offset with a $55 million provision for tax expense on the accrual for the Willis Re earnout and a $34 million provision for changes in uncertain tax positions.
We believe the adjustment is necessary to present how the Company is performing, both now and in the future when the incurrence of these costs will have concluded. • Impairment – Adjustment to remove the non-cash goodwill impairment associated with our BDA reporting unit related to the sale of our TRANZACT business. • Provisions for specified litigation matters – We will include provisions for litigation matters which we believe are not representative of our core business operations.
We believe the adjustment is necessary to present how the Company is performing, both now and in the future when the incurrence of these costs will have concluded. • Impairment – Adjustment to remove the non-cash goodwill impairment associated with our BDO reporting unit related to the sale of our TRANZACT business. 58 • Provisions for specified litigation matters – We will include provisions for litigation matters which we believe are not representative of our core business operations.
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.
We expect cash from operations to adequately provide for these cash needs. Supplemental Guarantor Financial Information As of December 31, 2025, WTW has issued the following debt securities (the ‘notes’): a) Willis North America Inc.
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.
These items include amortization of intangible assets and transaction and transformation. The following table sets forth the total revenue for the years ended December 31, 2025 and 2024 and the components of the change in total revenue for the year ended December 31, 2025, as compared to the prior year.
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.
A reconciliation of the as-reported change to the constant currency and organic change for the year ended December 31, 2025 from the year ended December 31, 2024 is as follows. The components of revenue change may not add due to rounding.
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.
Adjusted Net Income and Adjusted Diluted Earnings Per Share Adjusted net income is defined as net income/(loss) attributable to WTW adjusted for impairment, amortization, restructuring costs, transaction and transformation, gains and losses on disposals of operations, net periodic pension and postretirement benefits and non-recurring items that, in management’s judgment, significantly affect the period-over-period assessment of operating results and the related tax effect of those adjustments and the tax effects of significant adjustments.
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.
For the U.S. and U.K. plans, the following table presents our estimated net periodic benefit cost for 2025 and the impact to both plans of a 0.25% increase and decrease to both the expected return on assets (‘EROA’) and the discount rate assumptions; and the projected benefit obligations as of December 31, 2025 and the impact of a 0.25% increase and decrease to the discount rates: Totals - current estimates Impact of 0.25% change to EROA Impact of 0.25% change to discount rate Increase Decrease Increase Decrease Estimated 2026 expense: U.S.
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.
The following table sets forth R&B segment revenue for the years ended December 31, 2025 and 2024, and the components of the change in revenue for the year ended December 31, 2025 from the year ended December 31, 2024.
Based on our current balance sheet and cash flows, current market conditions and information available to us at this time, we believe that WTW has access to sufficient liquidity to meet our cash needs for the next twelve months.
Based on our current balance sheet and cash flows, current market conditions and information available to us at this time, we believe that WTW has access to sufficient liquidity to meet our cash needs, including debt repayment, for the next twelve months.
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.
See Part II, Item 5 Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities in this Annual Report on Form 10-K for further information regarding the Company’s share repurchase program. At December 31, 2025, approximately $1.3 billion remained on the current repurchase authority.
Market conditions in the broking industry in which we operate are generally defined by factors such as the strength of the economies in the various geographic regions in which we serve around the world, insurance rate movements, and insurance and reinsurance buying patterns of our clients.
Market conditions in the broking industry in which we operate are generally defined by factors such as the strength of the various geographical economies which we serve around the world, insurance rate movements, and insurance and reinsurance buying patterns of our clients.
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.
Guarantor Issuer Willis Investment UK Holdings Limited Guarantor Guarantor Willis Group Limited Guarantor Guarantor Willis Towers Watson Sub Holdings Unlimited Company Guarantor Guarantor The notes issued by Willis North America and Trinity Acquisition plc: • rank equally with all of the issuer’s existing and future unsubordinated and unsecured debt; • rank equally with the issuer’s guarantee of all of the existing senior debt of the Company and the other guarantors, including any debt under the third amended and restated $1.5 billion revolving credit facility; • are senior in right of payment to all of the issuer’s future subordinated debt; and • are effectively subordinated to all of the issuer’s secured debt to the extent of the value of the assets securing such debt.
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.
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, 2025 and 2024 totaled $3.1 billion and $1.9 billion, respectively.
Impairment is attributable to the goodwill impairment associated with our Benefits, Delivery and Administration (‘BDA’) reporting unit related to the sale of our TRANZACT business (see Note 3 — Acquisitions and Divestitures within Item 8 of this Annual Report on Form 10-K). Depreciation Depreciation represents the expense incurred over the useful lives of our tangible fixed assets and internally-developed software.
Impairment was attributable to the goodwill impairment associated with our Benefits Delivery & Outsourcing (‘BDO’) reporting unit related to the sale of our TRANZACT business (see Note 3 — Acquisitions and Divestitures within Item 8 of this Annual Report on Form 10-K). Depreciation Depreciation represents the expense incurred over the useful lives of our tangible fixed assets and internally-developed software.
Capital Commitments The Company’s capital expenditures for fixed assets, capitalized software and software for internal use were $245 million for the year ended December 31, 2024. Capital expenditures for fixed assets, capitalized software and software for internal use are expected to be in the range of $225 million to $250 million for the year ended December 31, 2025.
Capital Commitments The Company’s capital expenditures for fixed assets and software were $229 million for the year ended December 31, 2025. Capital expenditures for fixed assets, capitalized software and software for internal use are expected to be in the range of $225 million to $250 million for the year ended December 31, 2026.
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.
Events that could change the historical cash flow dynamics discussed above include significant changes in operating results, potential future acquisitions or divestitures, material changes in geographic sources of cash, unexpected adverse impacts from litigation or tax or regulatory matters, or future pension funding during periods of severe downturn in the capital markets.
R&B generated approximately 41% of our segment revenue for the year ended December 31, 2024. The segment comprises two primary businesses - Corporate Risk & Broking and Insurance Consulting and Technology.
R&B generated approximately 45% of our segment revenue for the year ended December 31, 2025. The segment comprises two primary businesses - Corporate Risk & Broking and Insurance Consulting and Technology.
Adjusted operating income is defined as income from operations adjusted for impairment, amortization, restructuring costs, transaction and transformation and non-recurring items that, in management’s judgment, significantly affect the period-over-period assessment of operating results.
Adjusted operating income is defined as income from operations adjusted for impairment, amortization, restructuring costs, transaction and transformation and non-recurring items that, in management’s judgment, significantly affect the period-over-period assessment of operating results. Adjusted operating income margin is calculated by dividing adjusted operating income by revenue.
Management believes that the adjusted income tax rate presents a rate that is more closely aligned to the rate that we would incur if not for the reduction of pre-tax income for the adjusted items and the tax effects of internal reorganizations, which are not core to our current and future operations.
Adjusted income taxes is used solely for the purpose of calculating the adjusted income tax rate. 62 Management believes that the adjusted income tax rate presents a rate that is more closely aligned to the rate that we would incur if not for the reduction of pre-tax income for the adjusted items and the tax effects of internal reorganizations, which are not core to our current and future operations.
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.
In February 2026, the board of directors approved a quarterly cash dividend of $0.96 per share ($3.84 per share annualized rate), which will be paid on or around April 15, 2026 to shareholders of record as of March 31, 2026.
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.
At December 31, 2025 and 2024, the intercompany balances of the Obligor group with non-guarantor subsidiaries were net receivables of $1.9 billion and $1.0 billion, respectively, and net payables of $16.3 billion and $15.1 billion, respectively. 57 No balances or transactions of non-guarantor subsidiaries are presented in the disclosures other than the intercompany items noted above.
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.
Summarized Consolidated Cash Flows The following table presents the summarized consolidated cash flow information for the years ended: Years ended December 31, 2025 2024 (in millions) Net cash from/(used in): Operating activities $ 1,775 $ 1,512 Investing activities 447 250 Financing activities (936 ) (459 ) INCREASE IN CASH, CASH EQUIVALENTS AND RESTRICTED CASH 1,286 1,303 Effect of exchange rate changes on cash, cash equivalents and restricted cash 203 (97 ) CASH, CASH EQUIVALENTS AND RESTRICTED CASH, BEGINNING OF YEAR (i) 4,998 3,792 CASH, CASH EQUIVALENTS AND RESTRICTED CASH, END OF YEAR (i) $ 6,487 $ 4,998 (i) The amounts of the cash, cash equivalents and restricted cash, their respective classification on the consolidated balance sheets, as well as their respective portions of the increase or decrease in cash, cash equivalents and restricted cash for each of the periods presented, have been included in Note 21 — Supplemental Disclosures of Cash Flow Information within Item 8 of this Annual Report on Form 10-K.
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.
GAAP Measure Non-GAAP Measure As reported change Constant currency change As reported change Organic change Income from operations/margin Adjusted operating income/margin Net income/(loss)/margin Adjusted EBITDA/margin Net income/(loss) attributable to WTW Adjusted net income Diluted earnings/(loss) per share Adjusted diluted earnings per share Income from operations before income taxes and interest in earnings of associates Adjusted income before taxes Provision for income taxes/U.S.
Pension Assumptions We maintain defined benefit pension plans for employees in several countries, with the most significant defined benefit plans offered in the U.S. and U.K. Our disclosures in Note 13 — Retirement Benefits contain additional information about our other less significant but material retirement plans.
Pension Assumptions We maintain defined benefit pension plans for employees in several countries, with the most significant defined benefit plans offered in the U.S. and U.K. Our disclosures in Note 13 — Retirement Benefits within this Annual Report on Form 10-K contain additional information about our other less significant but material retirement plans.
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.
Adjusted EBITDA is defined as net income/(loss) adjusted for provision for income taxes, interest expense, impairment, depreciation and amortization, restructuring costs, transaction and transformation, gains and losses on disposals of operations, net periodic pension and postretirement benefits and non-recurring items that, in management’s judgment, significantly affect the period-over-period assessment of operating results.
As discussed in Note 3 — Acquisitions and Divestitures within Item 8 of this Annual Report on Form 10-K, in connection with the sale of TRANZACT, completed on December 31, 2024, the Company recorded a $1.0 billion non-cash goodwill impairment charge on the BDA reporting unit. The BDA reporting unit goodwill after impairment is approximately $1.2 billion.
As discussed in Note 3 — Acquisitions and Divestitures within Item 8 of this Annual Report on Form 10-K, in connection with the sale of TRANZACT, completed on December 31, 2024, the Company recorded a $1.0 billion non-cash goodwill impairment charge on the BDO reporting unit during the third quarter of 2024.
We have made such investments from time to time and may decide, based on perceived business needs, to make investments in the future that may be different from past practice or what we currently anticipate.
We have made such investments from time to time and may decide, based on perceived business needs, to make investments in the future that may be different from past practice or our current expectations.
Components of Revenue Change As Less: Constant Less: Years Ended December 31, Reported Currency Currency Acquisitions/ Organic 2024 2023 Change Impact Change Divestitures Change (i) ($ in millions) Revenue $ 9,930 $ 9,483 5% —% 5% —% 5% (i) Interest income did not contribute to organic change for the year ended December 31, 2024.
Components of Revenue Change As Less: Constant Less: Years Ended December 31, Reported Currency Currency Acquisitions/ Organic 2025 2024 Change Impact Change Divestitures Change (i) ($ in millions) Revenue $ 9,708 $ 9,930 (2)% 1% (3)% (8)% 5% (i) Interest income did not contribute to organic change for the year ended December 31, 2025.
Components of Revenue Change As Less: Constant Less: Years ended December 31, Reported Currency Currency Acquisitions/ Organic 2024 2023 Change Impact Change Divestitures Change (i) ($ in millions) Revenue $ 9,930 $ 9,483 5% —% 5% —% 5% (i) Interest income did not contribute to organic change for the year ended December 31, 2024.
Components of Revenue Change As Less: Constant Less: Years ended December 31, Reported Currency Currency Acquisitions/ Organic 2025 2024 Change Impact Change Divestitures Change (i) ($ in millions) Revenue $ 9,708 $ 9,930 (2)% 1% (3)% (8)% 5% (i) Interest income did not contribute to organic change for the year ended December 31, 2025.
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.
Transactional Currency Revenue Expenses (i) U.S. dollars 54 % 47 % Pounds sterling 13 % 20 % Euro 16 % 14 % Other currencies 17 % 19 % (i) These percentages exclude certain expenses for significant items which will not be settled in cash, or which we believe to be items that are not core to our current or future operations.
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.
Plans $ 2,438 N/A N/A $ (69 ) $ 72 Economic factors and conditions often affect multiple assumptions simultaneously, and the effects of changes in key assumptions are not necessarily linear.
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.
Rates, however, vary by geography, industry and client segment. As a result, and due to the global and diverse nature of our business, we view rates in the aggregate. Overall, at the time of filing this Annual Report, we are seeing a softening market.
Additionally, on September 20, 2023, the board of directors approved a $1.0 billion increase to the existing share repurchase program, and on November 20, 2024, approved a $1.0 billion increase to the existing share repurchase program. These increases brought the total approved authorization, since April 20, 2016, to $10.2 billion.
Additionally, on November 20, 2024, the board of directors approved a $1.0 billion increase to the existing share repurchase program, and on September 16, 2025, approved a $1.5 billion increase to the existing share repurchase program. These increases brought the total approved authorization, since April 20, 2016, to $11.7 billion.
There are no expiration dates for our repurchase plans or programs. 56 On May 25, 2022, the board of directors approved a $1.0 billion increase to the existing share repurchase program.
There are no expiration dates for our repurchase plans or programs. On September 20, 2023, the board of directors approved a $1.0 billion increase to the existing share repurchase program.
Components of Revenue Change As Less: Constant Less: Years ended December 31, Reported Currency Currency Acquisitions/ Organic 2024 2023 Change Impact Change Divestitures Change ($ 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 $3.7 billion, respectively.
Components of Revenue Change As Less: Constant Less: Years ended December 31, Reported Currency Currency Acquisitions/ Organic 2025 2024 Change Impact Change Divestitures Change ($ in millions) Segment revenue excluding interest income $ 4,237 $ 3,926 8% 1% 7% —% 7% Interest income 97 112 Total segment revenue $ 4,334 $ 4,038 7% 1% 6% —% 6% Segment operating income $ 1,072 $ 958 R&B segment revenue for the years ended December 31, 2025 and 2024 was $4.3 billion and $4.0 billion, respectively.
GAAP tax rate 184.7 % 16.8 % Adjusted income tax rate 21.5 % 20.9 % (i) Represents a provision related to litigation arising out of a structured insurance program originally placed for a client over 15 years ago.
GAAP tax rate 16.3 % 188.8 % Adjusted income tax rate 21.1 % 21.3 % (i) Represents a provision related to litigation arising out of a structured insurance program originally placed for a client over 15 years ago.
Revenue for the year ended December 31, 2024 was $9.9 billion, compared to $9.5 billion for the year ended December 31, 2023, an increase of $447 million, or 5%, on an as-reported basis. Adjusting for the impact of foreign currency and acquisitions and disposals, our organic revenue growth was 5% for the year ended December 31, 2024.
Revenue for the year ended December 31, 2025 was $9.7 billion, compared to $9.9 billion for the year ended December 31, 2024, a decrease of $222 million, or 2%, on an as-reported basis. Adjusting for the impact of foreign currency and acquisitions and disposals, our organic revenue growth was 5% for the year ended December 31, 2025.
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.
Tax considerations The Company recognizes deferred tax balances related to the undistributed earnings of subsidiaries when it expects that it will recover those undistributed earnings in a taxable manner, such as through the receipt of dividends or sale of investments.
Cash Flows Used In Financing Activities Cash flows used in financing activities for the year ended December 31, 2024 were $459 million.
Cash Flows Used In Financing Activities Cash flows used in financing activities for the year ended December 31, 2025 were $936 million.
Adjusted operating income margin is calculated by dividing adjusted operating income by revenue. 60 Reconciliations of income from operations to adjusted operating income for the years ended December 31, 2024 and 2023 are as follows: Years Ended December 31, 2024 2023 ($ in millions) Income from operations $ 627 $ 1,365 Adjusted for certain items: Impairment 1,042 — Amortization 226 263 Restructuring costs 61 68 Transaction and transformation 409 386 Provision for specified litigation matter (i) 13 — Adjusted operating income $ 2,378 $ 2,082 Income from operations margin 6.3 % 14.4 % Adjusted operating income margin 23.9 % 22.0 % (i) Represents a provision related to litigation arising out of a structured insurance program originally placed for a client over 15 years ago.
Reconciliations of income from operations to adjusted operating income for the years ended December 31, 2025 and 2024 are as follows: Years Ended December 31, 2025 2024 ($ in millions) Income from operations $ 2,234 $ 627 Adjusted for certain items: Impairment — 1,042 Amortization 192 226 Restructuring costs — 61 Transaction and transformation 23 409 Provision for specified litigation matter (i) — 13 Adjusted operating income $ 2,449 $ 2,378 Income from operations margin 23.0 % 6.3 % Adjusted operating income margin 25.2 % 23.9 % (i) Represents a provision related to litigation arising out of a structured insurance program originally placed for a client over 15 years ago.
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.
These general economic conditions, including inflation, stagflation, political volatility, costs of labor, cost of capital, interest rates, bank stability, credit availability and tax rates, affect not only the cost of and access to liquidity, but also our costs to run and invest in our business, including our operating and general and administrative expenses, and we have no control or limited ability to control such factors.
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 $5.6 billion, respectively.
Components of Revenue Change As Less: Constant Less: Years ended December 31, Reported Currency Currency Acquisitions/ Organic 2025 2024 Change Impact Change Divestitures Change ($ in millions) Segment revenue excluding interest income $ 5,225 $ 5,745 (9)% 1% (10)% (14)% 4% Interest income 29 32 Total segment revenue $ 5,254 $ 5,777 (9)% 1% (10)% (14)% 4% Segment operating income $ 1,681 $ 1,717 HWC segment revenue for the years ended December 31, 2025 and 2024 was $5.3 billion and $5.8 billion, respectively.
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.
Provision for Income Taxes Provision for income taxes for the year ended December 31, 2025 was $318 million, compared to $192 million for the year ended December 31, 2024. The effective tax rates for the years ended December 31, 2025 and 2024 were 16.3% and 188.8%, respectively.
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.
The significant financing activities included share repurchases of $1.6 billion and dividend payments of $358 million, partially offset by $984 million of net proceeds from the issuance of debt and net proceeds from fiduciary funds held for clients of $172 million. Cash flows used in financing activities for the year ended December 31, 2024 were $459 million.
Cash Flows From Operating Activities Cash flows from operating activities were $1.5 billion for 2024, compared to $1.3 billion for 2023. The $1.5 billion net cash from operating activities for 2024 included a net loss of $88 million and $1.9 billion of favorable non-cash adjustments, partially offset by unfavorable changes in operating assets and liabilities of $326 million.
Cash flows from operating activities of $1.5 billion for 2024 included a net loss of $88 million and $1.9 billion of favorable non-cash adjustments, partially offset by unfavorable changes in operating assets and liabilities of $326 million. The $1.9 billion of favorable non-cash adjustments primarily included impairment, depreciation, amortization and non-cash lease expense.
To participate, participants are required to contribute 2% of eligible earnings (base salary only) on an after-tax basis. United Kingdom Legacy Willis – This plan covers approximately 400 WTW employees in the U.K. The plan is now closed to new entrants. New employees in the U.K. are offered the opportunity to join a defined contribution plan.
To participate, plan participants are required to contribute 2% of eligible earnings (base salary only) on an after-tax basis. United Kingdom Legacy broking business – This plan covers approximately 400 WTW employees in the U.K. that were historically part of the broking business. The plan is now closed to new entrants.
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.
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.
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.
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.
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.
Net Income/(Loss) Attributable to WTW Net income attributable to WTW for the year ended December 31, 2025 was $1.6 billion, compared to a net loss of $98 million for the year ended December 31, 2024, an increase of $1.7 billion.
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.
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.
Cash Flows From/(Used In) Investing Activities Cash flows from investing activities for the year ended December 31, 2024 were $250 million compared to cash flows used in investing activities of $1.1 billion for the year ended December 31, 2023.
Cash Flows From Investing Activities Cash flows from investing activities for the year ended December 31, 2025 were $447 million compared to cash flows from investing activities of $250 million for the year ended December 31, 2024.
The 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.
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 $82 million of net proceeds from the issuance of debt.
Consolidated Statements of Comprehensive Income ($ 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).
Consolidated Statements of Comprehensive Income ($ in millions, except per share data) Years ended December 31, 2025 2024 Revenue $ 9,708 100 % $ 9,930 100 % Costs of providing services Salaries and benefits 5,625 58 % 5,502 55 % Other operating expenses 1,408 15 % 1,833 18 % Impairment (i) — — % 1,042 10 % Depreciation 226 2 % 230 2 % Amortization 192 2 % 226 2 % Restructuring costs — — % 61 1 % Transaction and transformation 23 — % 409 4 % Total costs of providing services 7,474 9,303 Income from operations 2,234 23 % 627 6 % Interest expense (260 ) (3 )% (263 ) (3 )% Other loss, net (i) (21 ) — % (262 ) (3 )% INCOME FROM OPERATIONS BEFORE INCOME TAXES AND INTEREST IN EARNINGS OF ASSOCIATES 1,953 20 % 102 1 % Provision for income taxes (318 ) (3 )% (192 ) (2 )% Interest in earnings of associates, net of tax (22 ) — % 2 — % Income attributable to non-controlling interests (8 ) — % (10 ) — % NET INCOME/(LOSS) ATTRIBUTABLE TO WTW $ 1,605 17 % $ (98 ) (1 )% Diluted earnings/(loss) per share $ 16.26 $ (0.96 ) (i) For the year ended December 31, 2024, Impairment and Other loss, net include goodwill-related impairment expense and loss on disposal, respectively, associated with the sale of our TRANZACT business (see Note 3 — Acquisitions and Divestitures within Item 8 of this Annual Report on Form 10-K).
Free cash flow is a liquidity measure and is not meant to represent residual cash flow available for discretionary expenditures. Free cash flow margin, which we include on an annual basis as seasonal fluctuations in our revenue render it not meaningful during interim periods, is calculated by dividing free cash flow by revenue.
Free cash flow margin, which we include on an annual basis as seasonal fluctuations in our revenue render it not meaningful during interim periods, is calculated by dividing free cash flow by revenue.
The primary currency driving this change was the Argentine Peso. Definitions of Constant Currency Change and Organic Change are included in the section entitled ‘Non-GAAP Financial Measures’ elsewhere within this Form 10-K.
Definitions of Constant Currency Change and Organic Change are included in the section entitled ‘Non-GAAP Financial Measures’ elsewhere within this Item 7 of this Annual Report on Form 10-K.
The increase was primarily due to higher non-income-related tax expense and higher travel and entertainment costs, partially offset by lower occupancy costs, primarily attributable to our Transformation program, and lower professional service expenses for the current year as compared to the prior year. Impairment Impairment for the year ended December 31, 2024 was $1.0 billion.
The decrease was primarily due to lower marketing expenses attributable to the sale of our TRANZACT business on December 31, 2024, decreased office expenses, and lower professional services and occupancy costs, partially offset by higher non-income-related tax expense for the current year as compared to the prior year. Impairment Impairment for the year ended December 31, 2024 was $1.0 billion.
This decrease was mostly due to the net loss on disposal in the current year, which is primarily attributable to the sale of our TRANZACT business (see Note 3 — Acquisitions and Divestitures within Item 8 of this Annual Report on Form 10-K), partially offset by the recognition of a $750 million earnout related to the 2021 divestiture of our Willis Re business which is expected to be received during the first half of 2025 (see Note 3 — Acquisitions and Divestitures within Item 8 of this Annual Report on Form 10-K).
The decreased 2025 loss was primarily due to gains on disposals of operations in the current year, as compared to the significant loss on disposal in the prior year, which was attributable to the sale of our TRANZACT business, partially offset by lower pension income, which was a result of a significant pension settlement in the current year, and the recognition of a $750 million earnout related to the 2021 sale of our Willis Re business which was received during the first half of 2025 (see Note 3 — Acquisitions and Divestitures and Note 13 — Retirement Benefits within Item 8 of this Annual Report on Form 10-K).
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.
Geographic Region % of Revenue United States 46 % United Kingdom 21 % France 5 % Canada 3 % Germany 3 % 48 The table below details the approximate percentage of our revenue and expenses by transactional currency for the year ended December 31, 2025.
Depreciation for the year ended December 31, 2024 was $230 million, compared to $242 million for the year ended December 31, 2023, a decrease of $12 million, or 5%.
Depreciation for the year ended December 31, 2025 was $226 million, compared to $230 million for the year ended December 31, 2024, a decrease of $4 million, or 2%.
Reconciliations of net (loss)/income to adjusted EBITDA for the years ended December 31, 2024 and 2023 are as follows: Years Ended December 31, 2024 2023 ($ in millions) NET (LOSS)/INCOME $ (88 ) $ 1,064 Provision for income taxes 192 215 Interest expense 263 235 Impairment 1,042 — Depreciation 230 242 Amortization 226 263 Restructuring costs 61 68 Transaction and transformation 409 386 Provision for specified litigation matter (i) 13 — Pension settlement 23 — Loss/(gain) on disposal of operations 337 (43 ) Adjusted EBITDA $ 2,708 $ 2,430 Net (loss)/income margin (0.9 )% 11.2 % Adjusted EBITDA margin 27.3 % 25.6 % (i) Represents a provision related to litigation arising out of a structured insurance program originally placed for a client over 15 years ago.
Adjusted EBITDA margin is calculated by dividing adjusted EBITDA by revenue. 60 Reconciliations of net income/(loss) to adjusted EBITDA for the years ended December 31, 2025 and 2024 are as follows: Years Ended December 31, 2025 2024 ($ in millions) NET INCOME/(LOSS) $ 1,613 $ (88 ) Provision for income taxes 318 192 Interest expense 260 263 Impairment — 1,042 Depreciation 226 230 Amortization 192 226 Restructuring costs — 61 Transaction and transformation 23 409 Provision for specified litigation matter (i) — 13 Net periodic pension and postretirement benefits 46 (64 ) (Gain)/loss on disposal of operations (40 ) 337 Adjusted EBITDA $ 2,638 $ 2,621 Net income/(loss) margin 16.6 % (0.9 )% Adjusted EBITDA margin 27.2 % 26.4 % (i) Represents a provision related to litigation arising out of a structured insurance program originally placed for a client over 15 years ago.
The $1.9 billion of favorable non-cash adjustments primarily includes impairment, depreciation, amortization and non-cash lease expense. This increase in cash flows from operations as compared to the prior year was primarily driven by operating margin expansion, partially offset by increased cash outflows related to transformation and discretionary compensation payments in the current year as compared to the prior year.
The $873 million of favorable non-cash adjustments primarily includes impairment, depreciation, amortization and non-cash lease expense. This increase in cash flows from operations as compared to the prior year was primarily driven by operating margin expansion and lower Transformation program residual cash outflows.
(‘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.
(‘Willis North America’) has approximately $5.5 billion senior notes outstanding, of which $1.0 billion were issued on September 10, 2018, $1.0 billion were issued on September 10, 2019, $275 million were issued on May 29, 2020, $750 million were issued on May 19, 2022, $750 million were issued on May 17, 2023, $750 million were issued on March 5, 2024 and $1.0 billion were issued on December 22, 2025; and b) Trinity Acquisition plc has approximately $825 million senior notes outstanding, of which $275 million were issued on August 15, 2013 and $550 million were issued on March 22, 2016, and a recently-amended and restated $1.5 billion revolving credit facility, on which no balance was outstanding, at December 31, 2025. 56 The following table presents a summary of the entities that issue each note and those wholly-owned subsidiaries of the Company that guarantee each respective note on a joint and several basis as of December 31, 2025.
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.
At December 31, 2025 and 2024, we had fiduciary funds of $3.8 billion and $3.4 billion, respectively. 55 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.
Legacy Towers Watson – Benefit accruals earned under the Legacy Watson Wyatt defined benefit plan (predominantly pension benefits) ceased on February 28, 2015, although benefits earned prior to January 1, 2008 retain a link to salary until the employee leaves the Company.
Benefit accruals earned under the first plan formula (predominantly pension benefits) ceased on February 28, 2015, although benefits earned prior to January 1, 2008 retain a link to salary until the employee leaves the Company. Benefit accruals earned under the second plan formula (predominantly lump sum benefits) were frozen on March 31, 2008.
The following table presents specified information about the Company’s repurchases of ordinary shares for the year ended December 31, 2024: Year ended December 31, 2024 Shares repurchased 3,144,726 Average price per share $286.43 Aggregate repurchase cost (excluding broker costs) $901 million Dividends Total cash dividends of $354 million were paid during the year ended December 31, 2024.
The following table presents specified information about the Company’s repurchases of ordinary shares for the year ended December 31, 2025: Year ended December 31, 2025 Shares repurchased 5,138,535 Average price per share $321.10 Aggregate repurchase cost (excluding broker costs) $1.6 billion Dividends Total cash dividends of $358 million were paid during the year ended December 31, 2025.
Deferred tax assets and liabilities are measured using enacted tax rates in effect for the year in which the differences are expected to be recovered or settled.
Deferred tax assets and liabilities are measured using enacted tax rates in effect 64 for the year in which the differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of changes in tax rates is recognized in the consolidated statement of comprehensive income in the period in which the change is enacted.
Although the length and impact of these situations are highly unpredictable, the conflicts have contributed to negative impacts on and volatility of the global economy and capital markets, resulting in significant inflation and fluctuating interest rates in 47 many of the markets in which we operate, and could continue to lead to further market disruptions.
Although the length and impact of these situations are highly unpredictable, the ongoing uncertainty and volatility of the global economy and capital markets, which has resulted in persistent inflation and fluctuating interest rates in many of the markets in which we operate, could accelerate recessionary pressures and continue to lead to further market disruptions.
Funding is based on actuarially determined contributions and is limited to amounts that are currently deductible for tax purposes, or as agreed to with the plan trustees for the U.K. plans.
Funding is based on actuarially determined contributions and is limited to amounts that are currently deductible for tax purposes, or as agreed to with the plan trustees for the U.K. plans. Since funding calculations are based on different measurements than those used for accounting purposes, pension contributions are not equal to net periodic benefit cost.
Reconciliations of income from continuing operations before income taxes to adjusted income before taxes and provision for income taxes to adjusted income taxes for the years ended December 31, 2024 and 2023 are as follows: Years Ended December 31, 2024 2023 ($ in millions) INCOME FROM CONTINUING OPERATIONS BEFORE INCOME TAXES $ 104 $ 1,279 Adjusted for certain items: Impairment 1,042 — Amortization 226 263 Restructuring costs 61 68 Transaction and transformation 409 386 Provision for specified litigation matter (i) 13 — Pension settlement 23 — Loss/(gain) on disposal of operations 337 (43 ) Adjusted income before taxes $ 2,215 $ 1,953 Provision for income taxes $ 192 $ 215 Tax effect on certain items listed above (ii) 276 195 Tax effect of significant adjustments 7 (2 ) Adjusted income taxes $ 475 $ 408 U.S.
Reconciliations of income from operations before income taxes to adjusted income before taxes and provision for income taxes to adjusted income taxes for the years ended December 31, 2025 and 2024 are as follows: Years Ended December 31, 2025 2024 ($ in millions) INCOME FROM OPERATIONS BEFORE INCOME TAXES AND INTEREST IN EARNINGS OF ASSOCIATES $ 1,953 $ 102 Adjusted for certain items: Impairment — 1,042 Amortization 192 226 Restructuring costs — 61 Transaction and transformation 23 409 Provision for specified litigation matter (i) — 13 Net periodic pension and postretirement benefits 46 (64 ) (Gain)/loss on disposal of operations (40 ) 337 Adjusted income before taxes $ 2,174 $ 2,126 Provision for income taxes $ 318 $ 192 Tax effect on certain items listed above (ii) 61 254 Tax effect of significant adjustments 79 7 Adjusted income taxes $ 458 $ 453 U.S.
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.
See Part I, Item 1A Risk Factors in this Annual Report on Form 10-K for a discussion of risks that may affect, among other things, our growth relative to expectation and our ability to achieve our objectives. 47 For management’s discussion of our results of operations for the year ended December 31, 2024 in comparison with the year ended December 31, 2023, please see our Annual Report on Form 10-K filed with the SEC on February 25, 2025.
See ‘Non-GAAP Financial Measures’ below for further discussion of our adjusted, constant currency and organic non-GAAP financial measures. Executive Overview Market Conditions Typically, our business benefits from regulatory change, political risk or economic uncertainty. Insurance broking generally tracks the economy, but demand for both insurance broking and consulting services usually remains steady during times of uncertainty.
See ‘Non-GAAP Financial Measures’ below for further discussion of our adjusted, constant currency and organic non-GAAP financial measures. Executive Overview Impact of Market Conditions on Our Business Typically, our business benefits from regulatory change, political risk or economic uncertainty.
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.
Income from Operations Income from operations for the year ended December 31, 2025 was $2.2 billion, compared to $627 million for the year ended December 31, 2024, an increase of $1.6 billion.

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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 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.
Biggest changeSignificant economic uncertainty prevails at this time, and the timing and magnitude of future central bank rate changes are uncertain. As to be expected, interest income in the future will be a function of the short-term rates we are able to obtain by currency and the cash balances available to invest.
Interest 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.
Interest Rate Risk The Company has access to $1.5 billion under a revolving credit facility (see Note 11 — Debt within Item 8 of this Annual Report on Form 10-K for further information). As of December 31, 2025, no amount was drawn on this facility.
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
Concentrations of credit risk with respect to receivables are limited due to the large number of clients and markets in which the Company does business, as well as the dispersion across many geographic areas. Management does not believe that significant risk exists in connection with the Company’s concentrations of credit as of December 31, 2025. 70
If short-term interest rates increased or decreased by 25 basis points, interest earned on these invested fiduciary funds, and therefore our interest income recognized, would increase or decrease by approximately $6 million on an annualized basis.
If short-term interest rates increased or decreased by 25 basis points, interest earned on these invested fiduciary funds, and therefore our interest income recognized, would increase or decrease by approximately $7 million on an annualized basis.
Outside the U.S., we predominantly generate revenue and expenses in the local currency with the exception of our London market operations which earn revenue in several currencies but incur expenses predominantly in Pounds sterling. The table below gives an approximate analysis of revenue and expenses from continuing operations by currency in 2024.
Outside the U.S., we predominantly generate revenue and expenses in the local currency with the exception of our London market operations which earn revenue in several currencies but incur expenses predominantly in Pounds sterling. The table below gives an approximate analysis of revenue and expenses by currency in 2025.
The Company had no outstanding floating rate-based debt at December 31, 2024.
The Company had no outstanding floating rate-based debt at December 31, 2025.
Expected to mature before December 31, 2025 2026 2027 2028 2029 Thereafter Total Fair Value (i) ($ 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.
Expected to mature before December 31, 2026 2027 2028 2029 2030 Thereafter Total Fair Value (i) ($ in millions) Fixed rate debt Principal $ 550 $ 750 $ 600 $ 725 $ — $ 3,725 $ 6,350 $ 6,168 Fixed rate payable 4.400 % 4.650 % 4.500 % 2.950 % — 5.102 % 4.685 % (i) Represents the net present value of the expected cash flows discounted at current market rates of interest or quoted market rates as appropriate.
Interest income 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.
Interest income was $156 million, $166 million and $145 million for the years ended December 31, 2025, 2024 and 2023, respectively. At December 31, 2025, we held $2.7 billion of fiduciary funds invested in interest-bearing accounts.
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.
These derivatives are not generally designated as hedging instruments and at December 31, 2025, we had notional amounts of $739 million (denominated primarily in U.S. dollars, Pounds sterling and Euros), with a net fair value asset of $1 million.
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.
U.S. dollars Pounds sterling Euro Other currencies Revenue 54% 13% 16% 17% Expenses (i) 47% 20% 14% 19% (i) These percentages exclude certain expenses for significant items which will not be settled in cash, or which we believe to be items that are not core to our current or future operations.
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.
Settlement date before December 31, 2026 2027 December 31, 2025 Contract amount Average contractual exchange rate Contract amount Average contractual exchange rate (millions) (millions) Foreign currency sold U.S. dollars sold for Pounds sterling $ 91 $1.30 = £1 $ 39 $1.34 = £1 Euros sold for U.S. dollars 24 €1 = $1.14 11 €1 = $1.19 Total $ 115 $ 50 Fair value (i) $ 3 $ — (i) Represents the difference between the contract amount and the cash flow in U.S. dollars which would have been receivable had the foreign currency forward exchange contracts been entered into on December 31, 2025 at the forward exchange rates prevailing at that date.
Added
Our increased interest income in 2024 reflected a combination of relatively high-average interest rates over the course of 2024 and some increases in our invested cash balances. Through the end of 2025, although at levels below the same period 69 in 2024, short-term rates have remained in line with expectations.

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