UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q
(Mark One)
☒
QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended June 30, 2025
OR
☐
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the transition period from to ___________
Commission File Number: 001-16503
WILLIS TOWERS WATSON PUBLIC LIMITED COMPANY
(Exact name of registrant as specified in its charter)
Ireland
(Jurisdiction of
incorporation or organization)
98-0352587
(I.R.S. Employer
Identification No.)
c/o Willis Group Limited
51 Lime Street, London EC3M 7DQ, England
(Address of principal executive offices)
(011) 44-20-3124-6000
(Registrant’s telephone number, including area code)
Securities registered pursuant to Section 12(b) of the Act:
Title of each class
Trading
Symbol(s)
Name of each exchange on which registered
Ordinary Shares, nominal value $0.000304635 per share
WTW
NASDAQ Global Select Market
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes No
Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes No
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, smaller reporting company, or an emerging growth company. See the definitions of ‘large accelerated filer’, ‘accelerated filer’, ‘smaller reporting company’, and ‘emerging growth company’ in Rule 12b-2 of the Exchange Act.
Large accelerated filer
Accelerated filer
Non-accelerated filer
Smaller reporting company
Emerging growth company
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No
As of July 30, 2025, there were outstanding 97,547,991 ordinary shares, nominal value $0.000304635 per share, of the registrant.
INDEX TO FORM 10-Q
For the Three and Six Months Ended June 30, 2025
Page
Certain Definitions
3
Disclaimer Regarding Forward-looking Statements
4
PART I. FINANCIAL INFORMATION
7
Item 1. Financial Statements (Unaudited)
Condensed Consolidated Statements of Comprehensive Income - Three and Six Months Ended June 30, 2025 and 2024
Condensed Consolidated Balance Sheets - June 30, 2025 and December 31, 2024
8
Condensed Consolidated Statements of Cash Flows - Six Months Ended June 30, 2025 and 2024
9
Condensed Consolidated Statements of Changes in Equity - Three and Six Months Ended June 30, 2025 and 2024
10
Notes to the Condensed Consolidated Financial Statements
12
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations
31
Item 3. Quantitative and Qualitative Disclosures About Market Risk
50
Item 4. Controls and Procedures
PART II. OTHER INFORMATION
52
Item 1. Legal Proceedings
Item 1A. Risk Factors
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds
Item 3. Defaults Upon Senior Securities
Item 4. Mine Safety Disclosures
Item 5. Other Information
Item 6. Exhibits
53
Signatures
54
2
The following definitions apply throughout this quarterly report unless the context requires otherwise:
‘We’, ‘Us’, ‘Company’, ‘Willis Towers Watson’, ‘Our’, ‘Willis Towers Watson plc’ or ‘WTW’
Willis Towers Watson Public Limited Company, a company organized under the laws of Ireland, and its subsidiaries
‘shares’
The ordinary shares of Willis Towers Watson Public Limited Company, nominal value $0.000304635 per share
‘TRANZACT’
TZ Holdings, Inc. and its subsidiaries, doing business as TRANZACT. The Company sold TRANZACT on December 31, 2024.
‘U.S.’
United States
‘U.K.’
United Kingdom
‘E.U.’
European Union or European Union 27 (the number of member countries following the United Kingdom’s exit)
‘U.S. GAAP’
United States Generally Accepted Accounting Principles
‘FASB’
Financial Accounting Standards Board
‘ASC’
Accounting Standards Codification
‘ASU’
Accounting Standards Update
‘SEC’
United States Securities and Exchange Commission
‘EBITDA’
Earnings before Interest, Taxes, Depreciation and Amortization
We have included in this document ‘forward-looking statements’ within the meaning of Section 27A of the Securities Act of 1933, and Section 21E of the Securities Exchange Act of 1934, which are intended to be covered by the safe harbors created by those laws. These forward-looking statements include information about possible or assumed future results of our operations. All statements, other than statements of historical facts, that address activities, events or developments that we expect or anticipate may occur in the future, including such things as: our outlook; the potential impact of natural or man-made disasters like health pandemics and other world health crises; future capital expenditures; ongoing working capital efforts; future share repurchases; financial results (including our revenue, costs or margins) and the impact of changes to tax laws on our financial results; existing and evolving business strategies including those related to acquisitions and dispositions; demand for our services and competitive strengths; strategic goals; the benefits of new initiatives; growth of our business and operations; the sustained health of our product, service, transaction, client, and talent assessment and management pipelines; our ability to successfully manage ongoing leadership, organizational and technology changes, including investments in improving systems and processes; our ability to implement and realize anticipated benefits of any cost-savings initiatives generated from our completed multi-year operational transformation program or other expense savings initiatives; our recognition of future impairment charges; and plans and references to future performance, including our future financial and operating results, short-term and long-term financial goals, plans, objectives, expectations and intentions, including with respect to free cash flow generation, adjusted net revenue, adjusted operating margin and adjusted earnings per share, are all forward-looking statements. Also, when we use words such as ‘may’, ‘will’, ‘would’, ‘anticipate’, ‘believe’, ‘estimate’, ‘expect’, ‘intend’, ‘plan’, ‘continues’, ‘seek’, ‘target’, ‘goal’, ‘focus’, ‘probably’, or similar expressions, we are making forward-looking statements. Such statements are based upon the current beliefs and expectations of the Company’s management and are subject to significant risks and uncertainties. Actual results may differ from those set forth in the forward-looking statements. All forward-looking disclosure is speculative by its nature.
There are important risks, uncertainties, events and factors that could cause our actual results or performance to differ materially from those in the forward-looking statements contained in this document, including the following:
5
The foregoing list of factors is not exhaustive and new factors may emerge from time to time that could also affect actual performance and results. For more information, please see Part I, Item 1A in our Annual Report on Form 10-K, and our subsequent filings with the SEC. Copies are available online at http://www.sec.gov or www.wtwco.com.
Although we believe that the assumptions underlying our forward-looking statements are reasonable, any of these assumptions, and therefore also the forward-looking statements based on these assumptions, could themselves prove to be inaccurate. Given the significant uncertainties inherent in the forward-looking statements included in this Quarterly Report on Form 10-Q, our inclusion of this information is not a representation or guarantee by us that our objectives and plans will be achieved.
Our forward-looking statements speak only as of the date made and we will not update these forward-looking statements unless the securities laws require us to do so. With regard to these risks, uncertainties and assumptions, the forward-looking events discussed in this document may not occur, and we caution you against unduly relying on these forward-looking statements.
6
ITEM 1. FINANCIAL STATEMENTS (UNAUDITED)
Condensed Consolidated Statements of Comprehensive Income
(In millions of U.S. dollars, except per share data)
(Unaudited)
Three Months Ended June 30,
Six Months Ended June 30,
2025
2024
Revenue
$
2,261
2,265
4,484
4,606
Costs of providing services
Salaries and benefits
1,449
1,397
2,773
2,739
Other operating expenses
336
439
701
896
Depreciation
57
111
116
Amortization
49
60
97
120
Restructuring costs
—
21
Transaction and transformation
222
Total costs of providing services
1,893
2,053
3,684
4,114
Income from operations
368
212
800
492
Interest expense
(64
)
(68
(129
(132
Other income/(loss), net
23
(55
INCOME FROM OPERATIONS BEFORE INCOME TAXES AND INTEREST IN EARNINGS OF ASSOCIATES
313
167
616
409
Benefit from/(provision for) income taxes
(26
(44
(74
INCOME FROM OPERATIONS BEFORE INTEREST IN EARNINGS OF ASSOCIATES
334
141
572
335
Interests in earnings of associates, net of tax
(2
1
(1
NET INCOME
332
142
571
Income attributable to non-controlling interests
(5
NET INCOME ATTRIBUTABLE TO WTW
331
566
EARNINGS PER SHARE
Basic earnings per share
3.34
1.37
5.68
3.22
Diluted earnings per share
3.32
1.36
5.64
3.20
Comprehensive income before non-controlling interests
561
126
1,023
271
Comprehensive income attributable to non-controlling interests
Comprehensive income attributable to WTW
560
125
1,018
266
See accompanying notes to the condensed consolidated financial statements
Condensed Consolidated Balance Sheets
(In millions of U.S. dollars, except share data)
June 30, 2025
December 31, 2024
ASSETS
Cash and cash equivalents
1,963
1,890
Fiduciary assets
10,720
9,504
Accounts receivable, net
2,364
2,494
Prepaid and other current assets
558
1,217
Total current assets
15,605
15,105
Fixed assets, net
696
661
Goodwill
8,938
8,799
Other intangible assets, net
1,232
1,295
Right-of-use assets
495
485
Pension benefits assets
578
530
Other non-current assets
934
806
Total non-current assets
12,873
12,576
TOTAL ASSETS
28,478
27,681
LIABILITIES AND EQUITY
Fiduciary liabilities
Deferred revenue and accrued expenses
1,726
2,211
Current debt
549
Current lease liabilities
124
118
Other current liabilities
752
765
Total current liabilities
13,871
12,598
Long-term debt
4,762
5,309
Liability for pension benefits
550
615
Provision for liabilities
369
341
Long-term lease liabilities
500
502
Other non-current liabilities
246
299
Total non-current liabilities
6,427
7,066
TOTAL LIABILITIES
20,298
19,664
COMMITMENTS AND CONTINGENCIES
EQUITY (i)
Additional paid-in capital
11,012
10,989
(Accumulated deficit)/retained earnings
(206
109
Accumulated other comprehensive loss, net of tax
(2,706
(3,158
Total WTW shareholders’ equity
8,100
7,940
Non-controlling interests
80
77
Total equity
8,180
8,017
TOTAL LIABILITIES AND EQUITY
Condensed Consolidated Statements of Cash Flows
(In millions of U.S. dollars)
CASH FLOWS FROM OPERATING ACTIVITIES
Adjustments to reconcile net income to total net cash from operating activities:
Non-cash restructuring charges
Non-cash lease expense
47
Net periodic cost/(benefit) of defined benefit pension plans
94
(11
Provision for doubtful receivables from clients
Benefit from deferred income taxes
(70
(25
Share-based compensation
68
Gain on disposal of operations
(14
Non-cash foreign exchange loss/(gain)
30
(12
Other, net
18
22
Changes in operating assets and liabilities, net of effects from purchase of subsidiaries:
Accounts receivable
225
Other assets
(99
(161
Other liabilities
(778
(242
Provisions
19
45
Net cash from operating activities
326
431
CASH FLOWS FROM/(USED IN) INVESTING ACTIVITIES
Additions to fixed assets and software
(109
(126
Acquisitions of operations, net of cash acquired
(18
Contributions to investments in associates
(8
Net proceeds from sale of operations
836
Net purchases of held-to-maturity securities
(50
Net purchases of available-for-sale securities
(43
Net cash from/(used in) investing activities
612
(158
CASH FLOWS (USED IN)/FROM FINANCING ACTIVITIES
Senior notes issued
746
Debt issuance costs
(9
Repayments of debt
(652
Repurchase of shares
(700
(301
Net proceeds from fiduciary funds held for clients
783
Payments of deferred and contingent consideration related to acquisitions
(15
Cash paid for employee taxes on withholding shares
(24
Dividends paid
(179
(176
Acquisitions of and dividends paid to non-controlling interests
(3
Net cash (used in)/from financing activities
(800
364
INCREASE IN CASH, CASH EQUIVALENTS AND RESTRICTED CASH (i)
138
637
Effect of exchange rate changes on cash, cash equivalents and restricted cash
207
(53
CASH, CASH EQUIVALENTS AND RESTRICTED CASH, BEGINNING OF PERIOD (i)
4,998
3,792
CASH, CASH EQUIVALENTS AND RESTRICTED CASH, END OF PERIOD (i)
5,343
4,376
Condensed Consolidated Statements of Changes in Equity
(In millions of U.S. dollars and number of shares in thousands)
Six Months Ended June 30, 2025
Shares outstanding
Retained earnings/(accumulated deficit)
AOCL (i)
Balance as of December 31, 2024
99,806
Shares repurchased
(607
(200
Net income
235
239
Dividends declared ($0.92 per share)
(93
Other comprehensive income
223
Issuance of shares under employee stock compensation plans
Share-based compensation and net settlements
33
Foreign currency translation
Balance as of March 31, 2025
99,211
11,017
51
(2,935
8,133
81
8,214
(1,615
(500
(88
Dividends attributable to non-controlling interests
229
257
(10
Balance as of June 30, 2025
97,853
Six Months Ended June 30, 2024
Retained earnings
Balance as of December 31, 2023
102,538
10,910
1,466
(2,856
9,520
73
9,593
(374
(101
190
194
Dividends declared ($0.88 per share)
(91
Other comprehensive loss
(49
16
Additional non-controlling interests (ii)
Balance as of March 31, 2024
102,213
10,930
1,464
(2,905
9,489
79
9,568
(775
(90
(16
Balance as of June 30, 2024
101,547
10,943
1,315
(2,921
9,337
78
9,415
11
(Tabular amounts in millions of U.S. dollars, except per share data)
Note 1 — Nature of Operations
Willis Towers Watson Public Limited Company is a leading global advisory, broking and solutions company that provides data-driven, insight-led solutions in the areas of people, risk and capital. The Company has approximately 49,000 colleagues serving more than 140 countries and markets.
We design and deliver solutions that manage risk, optimize benefits, cultivate talent and expand the power of capital to protect and strengthen institutions and individuals.
Our risk control services include strategic risk consulting (including providing actuarial analysis), a variety of due diligence services, the provision of practical on-site risk control services (such as health and safety or property loss control consulting), and analytical and advisory services (such as hazard modeling and climate risk quantification). We also assist our clients with managing incidents or crises when they occur. These services include contingency planning, security audits and product tampering plans.
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.
As an insurance broker, we act as an intermediary between our clients and insurance carriers by advising on their risk management requirements, helping them to determine the best means of managing risk and negotiating and placing insurance with insurance carriers through our global distribution network.
We operate a private Medicare marketplace in the U.S. through which, along with our active employee marketplace, we help our clients move to a more sustainable economic model by capping and controlling the costs associated with healthcare benefits.
We are not an insurance company, and therefore we do not underwrite insurable risks for our own account. We help sharpen strategies, enhance organizational resilience, motivate workforces and maximize performance to uncover opportunities for sustainable success.
Note 2 — Basis of Presentation and Recent Accounting Pronouncements
Basis of Presentation
The accompanying unaudited quarterly condensed consolidated financial statements of WTW and our subsidiaries are presented in accordance with the rules and regulations of the SEC for quarterly reports on Form 10-Q and therefore certain footnote disclosures have been condensed or omitted from these financial statements as they are not required for interim reporting under U.S. GAAP. In the opinion of management, these condensed consolidated financial statements reflect all adjustments, consisting of normal recurring adjustments, which are necessary for a fair presentation of the condensed consolidated financial statements and results for the interim periods. Certain prior-period amounts have been reclassified to conform to the current-period presentation. All intercompany accounts and transactions have been eliminated in consolidation. The condensed consolidated financial statements should be read together with the Company’s Annual Report on Form 10-K, filed with the SEC on February 25, 2025, and may be accessed via EDGAR on the SEC’s web site at www.sec.gov.
The results of operations for the three and six months ended June 30, 2025 are not necessarily indicative of the results that can be expected for the entire year. The Company experiences seasonal fluctuations of its revenue. Revenue is typically higher during the Company’s first and fourth quarters due primarily to the timing of broking-related activities. The results reflect certain estimates and assumptions made by management, including those estimates used in calculating acquisition consideration and fair value of tangible and intangible assets and acquisition-related liabilities, professional liability claims, estimated bonuses, valuation of billed and unbilled receivables, and anticipated tax liabilities that affect the amounts reported in the condensed consolidated financial statements and related notes.
Recent Accounting Pronouncements
Not Yet Adopted
In March 2024, the SEC adopted final rules on the enhancement and standardization of climate-related disclosures for investors (the ‘SEC Climate Rules’). The SEC Climate Rules would require disclosure of certain climate-related information, including in the notes to the Company’s financial statements, in registration statements and annual reports on Form 10-K. Following a number of legal
challenges, the SEC voluntarily stayed the SEC Climate Rules pending the completion of judicial review of such consolidated petitions to avoid regulatory uncertainty for companies subject to the SEC Climate Rules. Although the litigation remains pending, in March 2025, the SEC voted to end its defense of the SEC Climate Rules. The Company is monitoring the outcome of the litigation.
In November 2024, the FASB issued ASU No. 2024-03, Disaggregation of Income Statement Expense, which is intended to provide transparency about the components of expenses included in the income statement. This ASU requires public companies to disclose additional information about certain expenses in the notes to the financial statements on a quarterly and annual basis, including purchases of inventory, employee compensation, depreciation, intangible asset amortization and depletion for each income statement line item that contains those expenses. The ASU requires a new tabular disclosure format that centralizes expense information and additional qualitative disclosure. The guidance does not change the existing income statement presentation. The annual requirements for this ASU become effective with the Company's Annual Report on Form 10-K for the year ended December 31, 2027, and for its interim periods beginning on January 1, 2028. Early adoption is permitted. The guidance is to be applied prospectively, with the option for retrospective application. The Company currently does not plan to early-adopt this ASU and is assessing the expected impact on its condensed consolidated financial statements.
Adopted
In December 2023, the FASB issued ASU No. 2023-09, Income Taxes (Topic 740): Improvements to Income Tax Disclosures, which is intended to improve the transparency of income tax disclosures by requiring consistent categories and greater disaggregation of information within the income tax rate reconciliation and income taxes paid disclosures. It also includes certain other amendments intended to improve the effectiveness of income tax disclosures. Specifically, this ASU requires a tabular income tax rate reconciliation using both percentages and amounts disaggregated into specific categories with certain reconciling items at or above 5% of the statutory tax, further disaggregated by its nature and/or jurisdiction. Additionally, income taxes paid will be required to be presented by federal, state, local and foreign jurisdictions, including amounts paid to individual jurisdictions representing 5% or more of the total income taxes paid. This ASU became effective for the Company on January 1, 2025, at which time it was adopted. The Company will include the required disclosures within its Annual Report on Form 10-K for the year ended December 31, 2025.
Other Legislation
Pillar Two
On October 8, 2021, the Organisation for Economic Co-operation and Development (‘OECD’) announced an international agreement with more than 140 countries to implement a two-pillar solution to address tax challenges arising from the digitalization of the economy. The agreement introduced rules that would result in the reallocation of certain taxing rights over multinational companies from their home countries to the markets where they have business activities and earn profits, regardless of physical presence (‘Pillar One’) and introduced a global corporate minimum tax of 15% for certain large multinational companies starting in 2024 (‘Pillar Two’). On December 20, 2021, the OECD/G20 Inclusive Framework on Base Erosion and Profit Shifting released the Model Global Anti-Base Erosion (‘GloBE’) rules (the ‘OECD Model Rules’) under Pillar Two. On December 12, 2022, E.U. member states reached an agreement to implement Pillar Two and this agreement requires E.U. member states to enact domestic legislation to put Pillar Two into effect. In 2023, many E.U. countries enacted the necessary legislation (based on the OECD Model Rules) to implement Pillar Two in 2024. Ireland, in particular, enacted Pillar Two legislation by signing Finance (No. 2) Bill 2023 into law in December 2023. Other countries and territories have indicated they will introduce Pillar Two legislation beginning in 2025. The Pillar Two minimum tax is treated as a period cost beginning in 2024 and does not have a material impact on the Company's financial results of operations for the periods presented. The Company continues to monitor evolving tax legislation as well as additional guidance to enacted legislation in the jurisdictions in which we operate.
H.R. 1
On July 4, 2025, the ‘Act to provide for reconciliation pursuant to title II of H. Con. Res. 14’ (‘H.R. 1’) was enacted into law and generally becomes effective on January 1, 2026, with certain exceptions. H.R. 1 included numerous changes to existing tax law affecting businesses, including extending and modifying certain key provisions of the Tax Cuts and Jobs Act of 2017, both domestic and international, expanding certain Investment Retirement Account incentives while accelerating the phase-out of others. The Company will continue to evaluate the overall impact of H.R. 1 and related regulations on our operations and tax positions over the next twelve months and does not expect H.R. 1 to have a material impact on its financial results of operations.
Note 3 — Acquisitions and Divestitures
The Company completed acquisitions, including acquisitions of assets, and made contributions to interests in associates accounted for under the equity method of accounting, for combined cash payments of $22 million during the six months ended June 30, 2025. Additionally, the Company had disposal price and other adjustments to the prior-year sale of TRANZACT resulting in a gain of $14 million for the six months ended June 30, 2025.
13
Note 4 — Revenue
Disaggregation of Revenue
The Company reports revenue by segment in Note 5 — Segment Information. The following tables present revenue by service offering and segment, as well as reconciliations to total revenue for the three and six months ended June 30, 2025 and 2024. Along with reimbursable expenses and other, total revenue by service offering represents our revenue from customer contracts.
HWC
R&B
Corporate (i)
Total
Broking
150
279
846
778
996
1,057
Consulting
704
651
99
804
748
Outsourced administration
240
17
274
Other
64
56
135
Total revenue by service offering
1,172
1,251
1,019
948
2,192
2,199
Reimbursable expenses and other (i)
15
20
Total revenue from customer contracts
1,190
1,266
1,022
951
2,215
2,219
Interest and other income
28
46
Total revenue
1,198
1,275
1,050
982
296
614
1,636
1,520
1,932
2,134
1,383
1,313
218
201
1,602
1,515
508
523
38
546
570
128
130
127
255
2,328
2,578
2,022
1,895
4,351
4,474
35
32
44
40
2,363
2,610
2,028
1,901
4,395
4,514
62
89
92
2,380
2,628
2,080
24
Interest and other income is included in segment revenue and total revenue, however it has been presented separately in the above tables because it does not arise directly from contracts with customers. The significant components of interest and other income are as follows for the periods presented above:
Corporate
Book-of-business settlements
Interest income
29
Other income
Total interest and other income
14
87
The following tables present revenue from service offerings by the geography where our work was performed for the three and six months ended June 30, 2025 and 2024. Reconciliations to total revenue on our condensed consolidated statements of comprehensive income and to segment revenue are shown in the tables above.
North America
665
810
401
386
1,067
1,196
Europe
392
454
744
International
115
106
164
153
259
Total revenue by geography
1,310
1,650
727
692
2,038
2,342
707
992
920
1,775
1,628
221
303
283
538
504
Contract Balances
The Company reports accounts receivable, net on the condensed consolidated balance sheets, which includes billed and unbilled receivables and current contract assets. In addition to accounts receivable, net, the Company had the following non-current contract assets and deferred revenue balances at June 30, 2025 and December 31, 2024:
Billed receivables, net of allowance for doubtful accounts of $34 million and $36 million
1,694
1,604
Unbilled receivables
527
569
Current contract assets
143
321
Non-current accounts receivable, net
27
Deferred revenue
732
During the three and six months ended June 30, 2025, revenue of $116 million and $462 million, respectively, was recognized that was reflected as deferred revenue at December 31, 2024. During the three months ended June 30, 2025, revenue of $302 million was recognized that was reflected as deferred revenue at March 31, 2025.
During the three and six months ended June 30, 2025, the Company recognized revenue of less than $1 million related to performance obligations satisfied prior to 2025.
Performance Obligations
The Company has contracts for which performance obligations have not been satisfied as of June 30, 2025 or have been partially satisfied as of this date. The following table shows the expected timing for the satisfaction of the remaining performance obligations. This table does not include contract renewals or variable consideration, which was excluded from the transaction prices in accordance with the guidance on constraining estimates of variable consideration.
In addition, in accordance with ASC 606, Revenue From Contracts With Customers (‘ASC 606’), the Company has elected not to disclose the remaining performance obligations when one or both of the following circumstances apply:
Remainder of 2025
2026
2027 onward
Revenue expected to be recognized on contracts as of June 30, 2025
583
717
1,631
Since most of the Company’s contracts are cancellable with less than one year’s notice and have no substantive penalty for cancellation, the majority of the Company’s remaining performance obligations as of June 30, 2025 have been excluded from the table above.
Note 5 — Segment Information
WTW has two reportable operating segments or business areas:
WTW’s chief operating decision maker (‘CODM’) is its chief executive officer. We determined that the operational data used by the CODM is at the segment level. Management bases strategic goals and decisions for these segments on the data presented below which is used to assess the adequacy of strategic decisions and the methods of achieving these strategies and related financial results. Management evaluates the performance of its segments and allocates resources to them based on net segment operating income performance and prospects on a pre-tax basis.
Under the segment structure and for internal and segment reporting, WTW segment revenue includes commissions and fees, interest and other income. U.S. GAAP revenue also includes amounts that were directly incurred on behalf of our clients and reimbursed by them (reimbursable expenses), which are not included in segment revenue. There is no significant segment revenue derived from transactions between the segments.
Following the adoption of ASU 2023-07, Segment Reporting (Topic 280): Improvements to Reportable Segment Disclosures (‘ASC 2023-07’), the Company has not presented any individual significant expense categories due to the following factors:
Segment operating income excludes certain costs, including (i) amortization of intangibles; (ii) restructuring costs; (iii) certain transaction and transformation expenses; and (iv) to the extent that the actual expense based upon which allocations are made differs from the forecast/budget amount, a reconciling item will be created between internally-allocated expenses and the actual expenses that we report for U.S. GAAP purposes. Although not reviewed individually by the CODM, amounts included in segment expenses may be determined on both a direct and allocated basis and are related to salaries and benefits, depreciation, corporate overhead charges and other operating expenses, including for occupancy, colleague travel costs, legal, marketing, technology, professional fees and professional liability costs.
The Company experiences seasonal fluctuations of its revenue. Revenue is typically higher during the Company’s first and fourth quarters due primarily to the timing of broking-related activities.
The following table presents segment revenue, segment expenses and segment operating income for our reportable segments for the three months ended June 30, 2025 and 2024.
Segment revenue excluding interest income
1,173
1,024
950
2,197
2,201
Total segment revenue
1,180
1,260
1,047
979
2,227
2,239
Other segment expense
868
953
815
766
1,683
1,719
42
Total segment expense
900
984
825
777
1,725
1,761
Segment operating income
280
276
202
478
The following table presents segment revenue, segment expenses and segment operating income for our reportable segments for the six months ended June 30, 2025 and 2024.
2,331
2,029
1,900
4,360
4,478
59
75
2,345
2,596
2,074
1,957
4,419
4,553
1,691
1,922
1,606
1,529
3,297
3,451
63
83
85
1,754
1,984
1,626
1,552
3,380
3,536
591
448
405
1,039
1,017
The following table presents reconciliations of the information reported by segment to the Company’s condensed consolidated statements of comprehensive income amounts reported for the three and six months ended June 30, 2025 and 2024.
Revenue:
Reimbursable expenses and other
34
26
65
Total segment operating income
(60
(97
(120
Restructuring costs (i)
(21
Transaction and transformation (ii)
(222
Unallocated, net (iii)
(83
(106
(140
(162
Income from operations before income taxes and interest in earnings of associates
The Company does not currently provide asset information by reportable segment as it does not routinely evaluate the total asset position by segment.
Below are our revenue (on the basis of where the work was performed) and tangible long-lived assets for Ireland, our country of domicile, countries with significant concentrations and all other foreign countries as of and for the periods ended as indicated:
Long-Lived Assets (i)
Three months ended June 30,
Six months ended June 30,
June 30,
December 31,
37
72
1,046
1,138
1,978
290
307
509
456
960
880
526
490
Rest of World
669
638
1,474
1,419
367
Total Foreign Countries
2,224
2,232
4,412
4,538
1,183
1,191
1,146
Note 6 — Restructuring Costs
In the fourth quarter of 2024, the Company concluded a three-year ‘Transformation program’ designed to enhance operations, optimize technology and align its real estate footprint to its new ways of working. The program incurred cumulative costs of $1.115 billion and capital expenditures of $130 million, resulting in a total investment of $1.245 billion. Although the Transformation program concluded in 2024, we expect additional cash outflows in 2025 from the settlement of accrued costs.
The main categories of charges were in the following four areas:
Certain costs under the Transformation program were accounted for under ASC 420, Exit or Disposal Cost Obligation, and are included as restructuring costs in the condensed consolidated statements of comprehensive income. Restructuring costs were $3 million and $21 million for the three and six months ended June 30, 2024, respectively. Other costs incurred under the Transformation program are included in transaction and transformation and were $86 million and $205 million during the three and six months ended June 30, 2024, respectively.
A rollforward of the liability associated with cash-based charges related to restructuring costs associated with the Transformation program, including costs paid and payable following the Transformation program’s conclusion on December 31, 2024, is as follows:
Real estate rationalization
Technology modernization
Process optimization
Balance at December 31, 2024
Cash payments
Balance at June 30, 2025
Note 7 — Income Taxes
Benefit from income taxes for the three months ended June 30, 2025 was $21 million compared to a provision for income taxes of $26 million for the three months ended June 30, 2024. Provision for income taxes was $44 million and $74 million for the six months ended June 30, 2025 and 2024, respectively. The effective tax rates were (6.8)% and 7.1% for the three and six months ended June 30, 2025, respectively, and 15.6% and 18.1% for the three and six months ended June 30, 2024, respectively. These effective tax rates are calculated using extended values from our condensed consolidated statements of comprehensive income and are therefore more precise tax rates than can be calculated from rounded values. The current-year quarter’s effective tax rate is lower primarily due to favorable discrete tax items, which include an adjustment to the tax provision associated with the earnout received from the sale of our Willis Re business, changes in measurement for existing uncertain tax positions and an excess tax benefit on share-based compensation.
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. Historically, the Company has not provided taxes on cumulative earnings of its subsidiaries that have been reinvested indefinitely. As a result of its plans to restructure or distribute accumulated earnings of certain foreign operations, the Company has recorded an estimate of non-U.S. withholding and state income taxes. However, the Company asserts that the historical cumulative earnings of its other subsidiaries are reinvested indefinitely and therefore does not provide deferred tax liabilities on these amounts.
The Company records valuation allowances against net deferred tax assets based on whether it is more likely than not that the deferred tax assets will be realized. We have liabilities for uncertain tax positions under ASC 740, Income Taxes of $52 million, excluding interest and penalties. The Company believes the outcomes that are reasonably possible within the next 12 months may result in a reduction in the liability for uncertain tax positions of approximately $1 million to $2 million, excluding interest and penalties.
Note 8 — Goodwill and Other Intangible Assets
The components of goodwill are outlined below for the six months ended June 30, 2025:
Balance at December 31, 2024:
Goodwill, gross
7,276
2,796
10,072
Accumulated impairment losses
(911
(362
(1,273
Goodwill, net - December 31, 2024
6,365
2,434
Goodwill acquired
Foreign exchange
43
Balance at June 30, 2025:
7,319
2,892
10,211
Goodwill, net - June 30, 2025
6,408
2,530
Other Intangible Assets
The following table reflects changes in the net carrying amounts of the components of finite-lived intangible assets for the six months ended June 30, 2025:
Client relationships
Software
Trademark and trade name
Intangible assets, gross
3,135
730
1,036
4,901
Accumulated amortization
(2,497
(727
(382
(3,606
Intangible assets, net - December 31, 2024
654
Intangible assets acquired
(75
3,246
1,041
5,039
(2,649
(750
(408
(3,807
Intangible assets, net - June 30, 2025
597
633
The weighted-average remaining life of amortizable intangible assets at June 30, 2025 was 11.0 years.
The table below reflects the future estimated amortization expense for amortizable intangible assets for the remainder of 2025 and for subsequent years:
93
172
2027
155
2028
2029
Thereafter
Note 9 — Derivative Financial Instruments
We are exposed to certain foreign currency risks. Where possible, we identify exposures in our business that can be offset internally. Where no natural offset is identified, we may choose to enter into various derivative transactions. These instruments have the effect of reducing our exposure to unfavorable changes in foreign currency rates. The Company’s board of directors reviews and approves policies for managing this risk as summarized below. Additional information regarding our derivative financial instruments can be found in Note 11 — Fair Value Measurements and Investments and Note 17 — Accumulated Other Comprehensive Loss.
Foreign Currency Risk
Certain non-U.S. subsidiaries receive revenue and incur expenses in currencies other than their functional currency, and as a result, the foreign subsidiary’s functional currency revenue and/or expenses will fluctuate as the currency rates change. Additionally, the forecast Pounds sterling expenses of our London brokerage market operations may exceed their Pounds sterling revenue, and the entity with such operations may also hold significant foreign currency asset or liability positions in the condensed consolidated balance sheets. To reduce such variability, we use foreign exchange contracts to hedge against this currency risk.
These derivatives were designated as hedging instruments and at June 30, 2025 and December 31, 2024 had total notional amounts of $151 million and $176 million, respectively, with a net fair value asset of $7 million and a net fair value liability of $2 million, respectively.
At June 30, 2025, the Company estimates, based on current exchange rates, there will be $4 million of net derivative gains on forward exchange rates reclassified from accumulated other comprehensive loss into earnings within the next twelve months as the forecast transactions affect earnings. At June 30, 2025, our longest outstanding maturity was 1.7 years.
The effects of the material derivative instruments that are designated as hedging instruments on the condensed consolidated statements of comprehensive income for the three and six months ended June 30, 2025 and 2024 are below. Amounts pertaining to the ineffective portion of hedging instruments and those excluded from effectiveness testing were immaterial for the three and six months ended June 30, 2025 and 2024.
Gain recognized in OCI (effective element)
Forward exchange contracts
Location of (loss)/gain reclassified from Accumulated OCL into income (effective element)
(Loss)/gain reclassified from Accumulated OCL into income (effective element)
The Company engages in intercompany borrowing and lending between subsidiaries, primarily through its in-house banking operations which give rise to foreign exchange exposures. The Company mitigates these risks through the use of short-term foreign currency forward and swap transactions that offset the underlying exposure created when the borrower and lender have different functional currencies. These derivatives are not generally designated as hedging instruments, and at June 30, 2025 and December 31, 2024, we had notional amounts $879 million and $1.2 billion, respectively, with a net fair value asset of $2 million and a net fair value liability of $3 million, respectively. Such derivatives typically mature within three months.
The effects of derivatives that have not been designated as hedging instruments on the condensed consolidated statements of comprehensive income for the three and six months ended June 30, 2025 and 2024 are as follows (see Note 16 — Other Income/(Loss), Net for the net foreign currency impact on the Company’s condensed consolidated statements of comprehensive income which includes the results of the offset of underlying exposures):
Gain/(loss) recognized in income
Derivatives not designated as hedging instruments:
Location of gain/(loss)recognized in income
Note 10 — Debt
Current debt consists of the following:
4.400% senior notes due 2026
Long-term debt consists of the following:
Revolving $1.5 billion credit facility
4.650% senior notes due 2027
747
4.500% senior notes due 2028
598
2.950% senior notes due 2029
725
5.350% senior notes due 2033
743
742
6.125% senior notes due 2043
272
5.050% senior notes due 2048
396
3.875% senior notes due 2049
543
5.900% senior notes due 2054
738
At June 30, 2025 and December 31, 2024, we were in compliance with all financial covenants.
Note 11 — Fair Value Measurements and Investments
The Company has categorized its assets and liabilities that are measured at fair value on a recurring and non-recurring basis into a three-level fair value hierarchy, based on the reliability of the inputs used to determine fair value as follows:
The following methods and assumptions were used by the Company in estimating its fair value disclosure for financial instruments:
The following tables present our assets and liabilities measured at fair value on a recurring basis at June 30, 2025 and December 31, 2024:
Fair Value Measurements on a Recurring Basis atJune 30, 2025
Balance Sheet Location
Level 1
Level 2
Level 3
Assets:
Available-for-sale securities:
Mutual funds/exchange traded funds (i)
Prepaid and other current assets and Other non-current assets
384
Commingled funds (i) (ii)
Hedge funds (i) (iii)
Derivatives:
Derivative financial instruments (iv)
Liabilities:
Contingent consideration:
Contingent consideration (v) (vi)
Other current liabilities and Other non-current liabilities
Fair Value Measurements on a Recurring Basis atDecember 31, 2024
108
337
Contingent consideration (v)
39
The following table summarizes the change in fair value of the Level 3 liabilities:
Fair Value Measurements Using Significant Unobservable Inputs (Level 3)
Obligations assumed
Payments
(30
Realized and unrealized losses (i)
There were no significant transfers to or from Level 3 in the six months ended June 30, 2025
Held-to-Maturity Securities
During the three months ended June 30, 2025, the Company invested $50 million in debt securities, which it intends to hold to maturity. The following table summarizes the types of holdings and related values:
Corporate securities
Amortized cost basis
Allowance for credit losses
Net carrying amount
Gross unrealized gains
Gross unrealized losses
Aggregate fair value
Non-recurring Fair Value Measurement
The Company has assets that may be required to be recorded at fair value on a non-recurring basis. These assets are evaluated when certain triggering events occur (including the planned disposal of a business or a decrease in estimated future cash flows) that indicate their carrying amounts may not be recoverable.
Fair Value Information about Financial Instruments Not Measured at Fair Value
The following tables present our assets and liabilities not measured at fair value on a recurring basis at June 30, 2025 and December 31, 2024:
Carrying Value
Fair Value
Note receivable (i)
74
70
Held-to-maturity securities:
Due in one year or less
Due in one year through five years
Due in greater than five years
4,588
5,052
The carrying value of our revolving credit facility approximates its fair value. The fair values above, which exclude accrued interest, are not necessarily indicative of the amounts that the Company would realize upon disposition, nor do they indicate the Company’s intent or ability to dispose of the financial instruments. The fair values of our held-to-maturity securities are considered Level 1 financial instruments because they are based on quoted market prices in active markets. The fair values of our respective senior notes and short-term note receivable are considered Level 2 financial instruments as they are corroborated by observable market data.
Note 12 — Retirement Benefits
Defined Benefit Plans
WTW sponsors both qualified and non-qualified defined benefit pension plans throughout the world. The majority of our plan assets and obligations are in the U.S. and the U.K. We have also included disclosures related to defined benefit plans in certain other countries, including Canada, France, Germany, Switzerland and Ireland. Together, these disclosed funded and unfunded plans represent 98% of WTW’s pension obligations and are disclosed herein.
Components of Net Periodic Benefit (Income)/Cost for Defined Benefit Pension Plans
The following tables set forth the components of net periodic benefit (income)/cost for the Company’s defined benefit pension plans for the three and six months ended June 30, 2025 and 2024:
U.S.
U.K.
Service cost
Interest cost
Expected return on plan assets
(51
(45
(40
Amortization of net loss
Amortization of prior service credit
Net periodic benefit cost/(income)
(7
98
(87
(22
(151
(79
Settlements
82
(6
Net periodic benefit (income)/cost
Employer Contributions to Defined Benefit Pension Plans
The Company did not make any contributions to its U.S. plans during the six months ended June 30, 2025 and currently does not anticipate making contributions over the remainder of the fiscal year. The Company made contributions of $1 million to its U.K. plans for the six months ended June 30, 2025 and anticipates making additional contributions of $1 million for the remainder of the fiscal year. The Company made contributions of $6 million to its other plans for the six months ended June 30, 2025 and anticipates making additional contributions of $1 million for the remainder of the fiscal year.
Annuity Purchase
In February 2025, the Company’s Willis Towers Watson Pension Plan for U.S. Employees, a qualified pension plan (‘the Plan’), purchased a nonparticipating single premium group annuity contract from a third-party insurance company and irrevocably transferred to that insurance company approximately $423 million of the Plan’s defined benefit pension obligations and related plan assets, thereby reducing the pension obligations and assets of the Plan by this same amount. The group annuity contract was purchased using assets of the Plan and no additional funding contribution was required by the Company. As a result of this transaction, WTW recognized a one-time, non-cash pre-tax pension settlement charge of $82 million in the first quarter of 2025, attributable to the accelerated recognition of accumulated actuarial losses of the Plan.
Defined Contribution Plans
The Company had defined contribution plan expense of $41 million and $81 million during the three and six months ended June 30, 2025, respectively, and $42 million and $85 million during the three and six months ended June 30, 2024, respectively.
25
Note 13 — Leases
The following tables present lease costs recorded on our condensed consolidated statements of comprehensive income for the three and six months ended June 30, 2025 and 2024:
Finance lease cost:
Amortization of right-of-use assets
Operating lease cost
71
Variable lease cost
Sublease income
(13
Total lease cost, net
The total lease cost is recognized in different locations in our condensed consolidated statements of comprehensive income. Amortization of the finance lease ROU assets is included in depreciation, while the interest cost component of these finance leases is included in interest expense. All other costs are included in other operating expenses, with the exception of $2 million and $17 million incurred during the three and six months ended June 30, 2024, respectively, that were included in restructuring costs (see Note 6 — Restructuring Costs) that primarily related to the acceleration of amortization of certain abandoned ROU assets and the payment of early termination fees.
Note 14 — Commitments and Contingencies
Indemnification Agreements
WTW has various agreements with third parties pursuant to which it may be obligated to indemnify the other party to the agreement with respect to certain matters. Generally, these indemnification provisions are included in contracts arising in the normal course of business and in connection with the purchase and sale of certain businesses, including the completed sale of the TRANZACT business. It is not possible to predict the maximum potential amount of future payments that may become due under these indemnification agreements because of the conditional nature of the Company’s obligations, the limited history of prior indemnification claims, and the unique facts of each particular agreement and each indemnification provision therein (even where such indemnification provisions are subject to a maximum liability limit). As of June 30, 2025, we have not incurred a material loss with respect to the indemnification of such third parties. In addition, as of June 30, 2025, we do not believe that any potential liability that may arise from such indemnity obligations is probable or will be material.
Legal Proceedings
In the ordinary course of business, the Company is subject to various actual and potential claims, lawsuits and other proceedings. Some of the claims, lawsuits and other proceedings seek damages in amounts which could, if assessed, be significant. The Company also receives subpoenas in the ordinary course of business and, from time to time, receives requests for information in connection with governmental investigations.
Errors and omissions claims, lawsuits and other proceedings arising in the ordinary course of business are covered in part by professional indemnity or other appropriate insurance. The terms of this insurance vary by policy year. Regarding self-insured risks, the Company has established provisions which are believed to be adequate in light of current information and legal advice, or, in certain cases, where a range of loss exists, the Company accrues the minimum amount in the range if no amount within the range is a better estimate than any other amount. The Company adjusts such provisions from time to time according to developments. See Note 15 — Supplementary Information for Certain Balance Sheet Accounts for the amounts accrued at June 30, 2025 and December 31, 2024 in the condensed consolidated balance sheets.
On the basis of current information, the Company does not expect that the actual claims, lawsuits and other proceedings to which it is subject, or potential claims, lawsuits and other proceedings relating to matters of which it is aware, will ultimately have a material adverse effect on its financial condition, results of operations or liquidity. Nonetheless, given the large or indeterminate amounts sought in certain of these actions, and the inherent unpredictability of litigation and disputes with insurance companies, it is possible that an adverse outcome or settlement in certain matters could, from time to time, have a material adverse effect on the Company’s results of operations or cash flows in a particular quarterly or annual period.
The Company provides for contingent liabilities based on ASC 450, Contingencies, when it is determined that a liability, inclusive of defense costs, is probable and reasonably estimable. The contingent liabilities recorded are primarily developed actuarially. Litigation
is subject to many factors which are difficult to predict so there can be no assurance that in the event of a material unfavorable result in one or more claims, we will not incur material costs.
Note 15 — Supplementary Information for Certain Balance Sheet Accounts
Additional details of specific balance sheet accounts are detailed below.
Prepaid and other current assets consist of the following:
Prepayments and accrued income
112
123
Deferred contract costs
Derivatives and investments
Deferred compensation plan costs
Corporate income and other taxes
220
Interest receivable
Earnout receivable
750
Short-term note receivable
Held-to-maturity securities
Available-for-sale securities
Other current assets
Total prepaid and other current assets
Other non-current assets consist of the following:
Deferred compensation plan assets
Deferred tax assets
247
238
Investment in associates
84
Other investments
86
Insurance recovery receivables
76
Total other non-current assets
Deferred revenue and accrued expenses consist of the following:
Accounts payable, accrued liabilities and deferred revenue
1,006
1,053
Accrued discretionary and incentive compensation
412
835
Accrued vacation
208
154
Accrued 401(k) contributions
Other employee-related liabilities
67
Total deferred revenue and accrued expenses
Provision for liabilities consists of the following:
Claims, lawsuits and other proceedings
304
284
Other provisions
Total provision for liabilities
Other non-current liabilities consist of the following:
Deferred and long-term compensation plan liabilities
95
Contingent and deferred consideration on acquisitions
Liabilities for uncertain tax positions
41
Deferred tax liabilities
Finance leases
61
Total other non-current liabilities
Note 16 — Other Income/(Loss), Net
Other income/(loss), net consists of the following:
Net periodic pension and postretirement benefit credits/(costs) (i)
(62
Foreign exchange (loss)/gain (ii)
Note 17 — Accumulated Other Comprehensive Loss
Changes in accumulated other comprehensive loss, net of non-controlling interests, and net of tax are provided in the following table for the three and six months ended June 30, 2025 and 2024. This table excludes amounts attributable to non-controlling interests, which are not material for further disclosure.
Foreign currencytranslation
Derivative instruments (i)
Defined pension andpost-retirementbenefit costs
Quarter-to-date activity:
Balance at March 31, 2025 and 2024, respectively
(879
(2,034
(2,037
Other comprehensive income/(loss) before reclassifications
211
(29
(Gain)/loss reclassified from accumulated other comprehensive loss (net of income tax benefit of $6 and $4, respectively)
Net current-period other comprehensive income/(loss)
Balance at June 30, 2025 and 2024, respectively
(704
(909
(2,016
(2,023
Year-to-date activity:
Balance at December 31, 2024 and 2023, respectively
(1,020
(816
(2,145
(2,051
316
91
415
(92
(Gain)/loss reclassified from accumulated other comprehensive loss (net of income tax benefit of $12 and $9, respectively)
129
452
(65
Note 18 — Earnings Per Share
Basic and diluted earnings per share are calculated by dividing net income attributable to WTW by the average number of ordinary shares outstanding during each period. The computation of diluted earnings per share reflects the potential dilution that could occur if dilutive securities and other contracts to issue shares were exercised or converted into shares or resulted in the issuance of shares that then shared in the net income of the Company.
At June 30, 2025 and 2024, there were 0.3 million and 0.5 million restricted time-based stock units outstanding, respectively, and 0.7 million restricted performance-based stock units outstanding for both periods presented. The Company had no time-based share options or performance-based share options outstanding at June 30, 2025 and 2024.
Basic and diluted earnings per share are as follows:
Net income attributable to WTW
Basic average number of shares outstanding
103
100
Dilutive effect of potentially issuable shares
Diluted average number of shares outstanding
104
(0.02
(0.01
(0.04
For the three and six months ended June 30, 2025 and 2024, 0.3 million and 0.1 million restricted stock units, respectively, were not included in the computation of the dilutive effect of potentially issuable shares because their effect was anti-dilutive. There were no anti-dilutive options for the three and six months ended June 30, 2025 and 2024.
Note 19 — Supplemental Disclosures of Cash Flow Information
Supplemental disclosures regarding cash flow information are as follows:
Supplemental disclosures of cash flow information:
1,247
Fiduciary funds (included in fiduciary assets)
3,129
Total cash, cash equivalents and restricted cash
Decrease in cash, cash equivalents and other restricted cash
(154
Increase in fiduciary funds
791
ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
This discussion includes forward-looking statements. See ‘Disclaimer Regarding Forward-looking Statements’ for certain cautionary information regarding forward-looking statements and a list of factors that could cause actual results to differ materially from those predicted in those statements.
This discussion includes references to non-GAAP financial measures as defined in the rules of the SEC. We present such non-GAAP financial measures, specifically, adjusted, constant currency and organic non-GAAP financial measures, as we believe such information is of interest to the investment community because it provides additional meaningful methods of evaluating certain aspects of the Company’s operating performance from period to period on a basis that may not be otherwise apparent under U.S. GAAP, and these provide a measure against which our businesses may be assessed in the future.
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. We have some businesses, such as our health and benefits and administration businesses, which can be counter cyclical during the early period of a significant economic change.
Within our insurance and brokerage business, due to the cyclical nature of the insurance market and the impact of other market conditions on insurance premiums, commission revenue may vary widely between accounting periods. A period of low or declining premium rates, generally known as a ‘soft’ or ‘softening’ market, generally leads to downward pressure on commission revenue and can have a material adverse impact on our revenue and operating margin. A ‘hard’ or ‘firming’ market, during which premium rates rise, generally has a favorable impact on our revenue and operating margin. Rates, however, vary by geography, industry and client segment. As a result, and due to the global and diverse nature of our business, we view rates in the aggregate. Overall, we are currently seeing a softening market.
Market conditions in the broking industry in which we operate are generally defined by factors such as the strength of the 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.
The markets for our consulting, technology and solutions, and marketplace services are affected by economic, regulatory and legislative changes, technological developments, and increased competition from established and new competitors. We believe that the primary factors in selecting a human resources or risk management consulting company include reputation, the ability to provide measurable increases to shareholder value and return on investment, global scale, quality of service and the ability to tailor services to clients’ unique needs. In that regard, we are focused on developing and implementing technology, data and analytic solutions for both internal operations and for maintaining industry standards and meeting client preferences. We have made such investments from time to time and may decide, based on perceived business needs, to make investments in the future that may be different from past practice or what we currently anticipate.
With regard to the market for exchanges, we believe that clients base their decisions on a variety of factors that include the ability of the provider to deliver measurable cost savings for clients, a strong reputation for efficient execution and an innovative service delivery model and platform. Part of the employer-sponsored insurance market has matured and become more fragmented while other segments remain in the entry phase. As these market segments continue to evolve, we may experience growth in intervals, with periods of accelerated expansion balanced by periods of modest growth. In recent years, growth in the market for exchanges has slowed, and this trend may continue.
Risks and Uncertainties of the Economic Environment
U.S. and global markets are continuing to experience uncertainty, volatility and disruption as a result of uncertain macroeconomic conditions including tariff actions and uncertainties relating to global trade, fluctuations in currency exchange rates, volatility in debt and equity markets, uncertainty around interest rates, softening consumer confidence and labor markets, the implementation of a broad range of U.S. policy changes, and the ongoing Russia-Ukraine and Middle East conflicts, among other geopolitical tensions. Although the length and impact of these situations are highly unpredictable, the ongoing uncertainty and volatility of the global economy and capital markets, which has resulted in persistent inflation and fluctuating interest rates in many of the markets in which we operate, could accelerate recessionary pressures and continue to lead to further market disruptions. Further, in addition to the direct impact of
the dynamic tariff environment on our business (which we do not expect to be significant, so long as retaliatory actions do not extend to services), recent U.S. legislation creates additional uncertainty, in particular the ‘Act to provide for reconciliation pursuant to title II of H. Con. Res. 14,’ the direct and indirect effects of which are difficult to predict at this time, but are generally expected to include accounting and tax impacts. Other indirect impacts from changes in tariffs or from legislative or regulatory developments, such as changes in consumer sentiment, trade relations, economic activity, willingness to do business with U.S.-listed firms, inflationary pressures and employee distraction, could negatively affect our business, operations and financial condition.
These general economic conditions, including inflation, stagflation, political volatility, costs of labor, cost of capital, interest rates, bank stability, credit availability and tax rates, affect not only the cost of and access to liquidity, but also our costs to run and invest in our business, including our operating and general and administrative expenses, and we have no control or limited ability to control such factors. These general economic conditions impact revenue from customers, as well as income from funds we hold on behalf of customers and pension-related income. While parts of our business could benefit from uncertainty or regulatory change, we may see increased caution in spending on services we provide that are more discretionary in nature or where there are alternatives, such as self-insurance. Other parts of our business, such as M&A-related services, may be adversely impacted when there is lower economic activity or transaction volumes.
If our costs grow significantly in excess of our ability to raise revenue, whether as a result of the foregoing global economic factors or otherwise, our margins and results of operations may be materially and adversely impacted and we may not be able to achieve our strategic and financial objectives.
See Part I, Item 1A ‘Risk Factors’ in our Annual Report on Form 10-K, filed with the SEC on February 25, 2025, for a discussion of risks that may affect, among other things, our growth relative to expectation and our ability to achieve our objectives.
Financial Statement Overview
The table below sets forth our summarized condensed consolidated statements of comprehensive income and data as a percentage of revenue for the periods indicated.
($ in millions, except per share data)
%
)%
Interest in earnings of associates, net of tax
Consolidated Revenue
Revenue for both the three months ended June 30, 2025 and 2024 was $2.3 billion, a decrease of $4 million on an as-reported basis. Adjusting for the impacts of foreign currency and acquisitions and disposals, our organic revenue growth was 5% for the three months ended June 30, 2025. Revenue for the six months ended June 30, 2025 was $4.5 billion, compared to $4.6 billion for the six months ended June 30, 2024, a decrease of $122 million, or 3%, on an as-reported basis. Adjusting for the impacts of foreign currency and acquisitions and disposals, our organic revenue growth was 5% for the six months ended June 30, 2025.The decreases in as-reported revenue were due primarily to the sale of our TRANZACT business on December 31, 2024. The increase in organic revenue was driven by strong performances in both segments. For additional information, please see the section entitled ‘Segment Revenue and Segment Operating Income’ elsewhere within this Item 2 of this Quarterly Report on Form 10-Q.
Our revenue can be materially impacted by changes in currency conversions, which can fluctuate significantly over the course of a calendar year. For the three months ended June 30, 2025, currency translation increased our consolidated revenue by $30 million. The primary currencies driving this change were the Pound Sterling and Euro. For the six months ended June 30, 2025, currency translation decreased our consolidated revenue by $6 million. The primary currency driving this change was the Mexican Peso.
The following table details our top five markets based on the percentage of consolidated revenue (in U.S. dollars) from the countries where work was performed for the six months ended June 30, 2025. These figures do not represent the currency of the related revenue, which is presented in the next table.
Geographic Region
% of Revenue
France
Germany
Canada
The table below details the approximate percentage of our revenue and expenses by transactional currency for the six months ended June 30, 2025.
Transactional Currency
Expenses (i)
U.S. dollars
Pounds sterling
Euro
Other currencies
The following tables set forth the total revenue for the three and six months ended June 30, 2025 and 2024, and the components of the change in total revenue for the three and six months ended June 30, 2025, as compared to the prior-year periods. The components of the revenue change may not add due to rounding.
Components of Revenue Change
As
Less:
Constant
Reported
Currency
Acquisitions/
Organic
Change
Impact
Divestitures
Change (i)
($ in millions)
—%
1%
(1)%
(6)%
5%
(3)%
(7)%
Definitions of Constant Currency Change and Organic Change are included under the section entitled ‘Non-GAAP Financial Measures’ elsewhere within Item 2 of this Form 10-Q.
Segment Revenue and Segment Operating Income
The segment descriptions below should be read in conjunction with the full descriptions of our businesses contained in Part I, Item 1. ‘Business’, within our Annual Report on Form 10-K, filed with the SEC on February 25, 2025.
Segment revenue excludes amounts that were directly incurred on behalf of our clients and reimbursed by them (reimbursed expenses); however, these amounts are included in consolidated revenue, as required by applicable accounting standards and SEC rules. Segment operating income excludes certain costs, including (i) amortization of intangibles; (ii) restructuring costs; and (iii) certain transaction and transformation expenses, and includes certain expense amounts which may be determined on both a direct and allocated basis. See Note 5 – Segment Information within Part I, Item 1 ‘Financial Statements’ of this Quarterly Report on Form 10-Q for more information about how our segment revenue and segment operating income are calculated and for a reconciliation to our GAAP results.
The Company experiences seasonal fluctuations in its revenue. Revenue is typically higher during the Company’s first and fourth quarters due primarily to the timing of broking-related activities.
For each table presented below, the components of the revenue change may not add due to rounding.
Health, Wealth & Career
The Health, Wealth & Career (‘HWC’) segment provides an array of advice, broking, solutions and technology for employee benefit plans, institutional investors, compensation and career programs, and the employee experience overall. Our portfolio of services supports the interrelated challenges that the management teams of our clients face across human resources and finance.
HWC is the larger of the two segments of the Company. 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.
The following table sets forth HWC revenue for the three months ended June 30, 2025 and 2024, and the components of the change in revenue for the three months ended June 30, 2025 from the three months ended June 30, 2024.
(12)%
4%
(8)%
HWC segment revenue for the three months ended June 30, 2025 and 2024 was $1.2 billion and $1.3 billion, respectively. Health delivered organic revenue growth driven by double-digit increases outside North America and solid performance in North America. Wealth generated organic revenue growth from higher levels of Retirement work globally alongside growth in our Investments business from new business wins and product launches. Career had modest revenue growth as healthy demand for advisory project work outside North America was offset by North America client postponement decisions made earlier in the year. Benefits Delivery & Outsourcing revenue was materially flat, as increased project and core administration work within Europe was tempered by lower commission revenue in the Individual Marketplace business compared to the prior year.
HWC segment operating income for the three months ended June 30, 2025 and 2024 was $280 million and $276 million, respectively. HWC segment operating income increased primarily from operating efficiencies, which were partially offset by the prior-year sale of TRANZACT.
The following table sets forth HWC segment revenue for the six months ended June 30, 2025 and 2024 and the components of the change in revenue for the six months ended June 30, 2025 from the six months ended June 30, 2024.
(10)%
(13)%
3%
HWC segment revenue for the six months ended June 30, 2025 and 2024 was $2.3 billion and $2.6 billion, respectively. Health delivered organic revenue growth in all regions, led by double-digit increases across International which benefited from strong new business and geographic expansion coupled with the ongoing appeal of our Global Benefits Management solution. Wealth generated organic revenue growth from higher levels of Retirement work in Europe and International, alongside growth in our Investments business from new products and client wins. Career had modest revenue growth as increased advisory work outside of North America was tempered by some postponements amid economic uncertainty. Benefits Delivery & Outsourcing revenue was materially flat, as increased project and core administration work in Europe was offset by lower revenue in North America.
HWC segment operating income for the six months ended June 30, 2025 and 2024 was $591 million and $612 million, respectively. HWC segment operating income decreased primarily due to the prior-year sale of TRANZACT, partially offset by increases attributable to operating efficiencies.
Risk & Broking
The Risk & Broking (‘R&B’) segment provides a broad range of risk advice, insurance brokerage and consulting services to clients worldwide ranging from small businesses to multinational corporations. The segment comprises two primary businesses - Corporate Risk & Broking and Insurance Consulting and Technology.
The following table sets forth R&B revenue for the three months ended June 30, 2025 and 2024, and the components of the change in revenue for the three months ended June 30, 2025 from the three months ended June 30, 2024.
8%
6%
7%
R&B segment revenue for the three months ended June 30, 2025 and 2024 was $1.0 billion and $979 million, respectively. Corporate Risk & Broking had organic revenue growth driven by higher levels of new business activity and strong client retention globally. Insurance Consulting and Technology revenue was flat for the quarter as clients managed spend more cautiously amid ongoing economic uncertainty.
R&B segment operating income for the three months ended June 30, 2025 and 2024 was $222 million and $202 million, respectively. R&B segment operating income increased due primarily to operating leverage driven by strong organic revenue growth and Transformation program savings, which were partially offset by headwinds from decreased interest income and foreign currency fluctuations.
The following table sets forth R&B segment revenue for the six months ended June 30, 2025 and 2024 and the components of the change in revenue for the six months ended June 30, 2025 from the six months ended June 30, 2024.
R&B segment revenue for the six months ended June 30, 2025 and 2024 was $2.1 billion and $2.0 billion, respectively. Corporate Risk & Broking had organic revenue growth primarily driven by the success of our global lines, with higher levels of new business activity and strong client retention across all regions. Insurance Consulting and Technology had organic revenue growth driven by the Consulting and Technology practices.
R&B segment operating income for the six months ended June 30, 2025 and 2024 was $448 million and $405 million, respectively. R&B segment operating income increased due primarily to operating leverage driven by strong organic revenue growth and transformation savings which were partially offset by headwinds from decreased interest income and foreign currency fluctuations.
Costs of Providing Services
Total costs of providing services for the three months ended June 30, 2025 were $1.9 billion, compared to $2.1 billion for the three months ended June 30, 2024, a decrease of $160 million, or 8%. Total costs of providing services for the six months ended June 30, 2025 were $3.7 billion, compared to $4.1 billion for the six months ended June 30, 2024, a decrease of $430 million, or 10%. See the following discussion for further details.
Salaries and Benefits
Salaries and benefits for both the three months ended June 30, 2025 and 2024 were $1.4 billion, an increase of $52 million or 4%. The increase in the current year is primarily due to higher salary expense, driven by increased colleague headcount and cost-of-living compensation adjustments, and higher benefit and share-based compensation costs for the period, partially offset by lower incentive costs in the current-year period. Salaries and benefits, as a percentage of revenue, represented 64% and 62% for the three months ended June 30, 2025 and 2024, respectively.
Salaries and benefits for the six months ended June 30, 2025 were $2.8 billion, compared to $2.7 billion for the six months ended June 30, 2024, an increase of $34 million or 1%. The increase in the current year is primarily due to higher salary expense, driven by increased colleague headcount and cost-of-living compensation adjustments, and higher share-based compensation costs in the current year, partially offset by lower incentive costs in the current year. Salaries and benefits, as a percentage of revenue, represented 62% and 59% for the six months ended June 30, 2025 and 2024, respectively.
Other Operating Expenses
Other operating expenses for the three months ended June 30, 2025 were $336 million, compared to $439 million for the three months ended June 30, 2024, a decrease of $103 million or 23%. The decrease was primarily due to lower marketing expenses attributable to the sale of our TRANZACT business on December 31, 2024, decreased costs associated with professional liability claims and lower non-income-related tax expense for the current-year period as compared to the prior-year period.
Other operating expenses for the six months ended June 30, 2025 were $701 million, compared to $896 million for the six months ended June 30, 2024, a decrease of $195 million or 22%. The decrease was primarily due to lower marketing expenses attributable to the sale of our TRANZACT business on December 31, 2024, decreased local office expenses and lower costs associated with professional liability claims, partially offset by higher travel and entertainment costs for the current year as compared to the prior year.
Depreciation for both the three months ended June 30, 2025 and 2024 was $57 million. Depreciation for the six months ended June 30, 2025 was $111 million, compared to $116 million for the six months ended June 30, 2024, a decrease of $5 million or 4%. The
36
year-over-year decrease was primarily due to a lower depreciable base of assets resulting from disposals associated with the Company’s Transformation program that concluded in the fourth quarter of 2024 and a lower dollar value of assets placed in service during the past few years.
Amortization for the three months ended June 30, 2025 was $49 million, compared to $60 million for the three months ended June 30, 2024, a decrease of $11 million or 18%. Amortization for the six months ended June 30, 2025 was $97 million, compared to $120 million for the six months ended June 30, 2024, a decrease of $23 million or 19%. These decreases were due in part to the disposal of intangible assets associated with the sale of our TRANZACT business. Our intangible amortization is generally more heavily weighted to the initial years of the useful lives of the related intangibles, and therefore amortization related to intangible assets has decreased and will continue to decrease over time.
Restructuring Costs
Restructuring costs for the three and six months ended June 30, 2024 were $3 million and $21 million, respectively, and primarily related to the real estate rationalization component of our completed Transformation program.
Transaction and Transformation
Transaction and transformation costs for the three months ended June 30, 2025 were $2 million, compared to $97 million for the three months ended June 30, 2024, a decrease of $95 million. Transaction and transformation costs for the six months ended June 30, 2025 were $2 million, compared to $222 million for the six months ended June 30, 2024, a decrease of $220 million. Transaction and transformation costs in the current year were comprised of transaction-related costs, and costs incurred in the prior year primarily included consulting and compensation costs related to our completed Transformation program.
Income from Operations
Income from operations for the three months ended June 30, 2025 was $368 million, compared to $212 million for the three months ended June 30, 2024, an increase of $156 million. This increase resulted primarily from lower marketing expenses, decreased costs associated with professional liability claims and lower transformation and transaction costs due to the completion of our Transformation program during the fourth quarter of 2024, partially offset by higher salary expense and increased benefit and share-based compensation costs for the current-year period.
Income from operations for the six months ended June 30, 2025 was $800 million, compared to $492 million for the six months ended June 30, 2024, an increase of $308 million. This increase resulted primarily from lower transformation and transaction costs due to the completion of our Transformation program during the fourth quarter of 2024, and lower marketing expenses, decreased local office expenses and lower costs associated with professional liability claims in the current year, partially offset by lower revenue due to the prior-year sale of our TRANZACT business.
Interest Expense
Interest expense for the three months ended June 30, 2025 was $64 million, compared to $68 million for the three months ended June 30, 2024, a decrease of $4 million, or 6%. Interest expense for the six months ended June 30, 2025 was $129 million as compared to $132 million for the six months ended June 30, 2024, a decrease of $3 million or 2%. These decreases were primarily due to a lower average level of indebtedness in the current year.
Other Income/(Loss), Net
Other income/(loss), net for the three months ended June 30, 2025 was income of $9 million, compared to income of $23 million for the three months ended June 30, 2024, a decrease of $14 million. The decrease was due primarily to lower pension income, which was attributable to a significant pension settlement in the current year, and unfavorable favorable foreign currency movement in the current-year period.
Other income/(loss), net for the six months ended June 20, 2025 was a loss of $55 million, compared to income of $49 million for the six months ended June 30, 2024, a decrease of $104 million. The decrease was due primarily to lower pension income, which was attributable to a significant pension settlement in the current year, and unfavorable foreign currency movement in the current year, partially offset by a gain on disposal pertaining to favorable disposal-price adjustments associated with the prior-year sale of our TRANZACT business.
Benefit from/(provision for) Income Taxes
Benefit from income taxes for the three months ended June 30, 2025 was $21 million, compared to a provision for income taxes of $26 million for the three months ended June 30, 2024, a decrease of $47 million. The effective tax rate was (6.8)% for the three months ended June 30, 2025, and 15.6% for the three months ended June 30, 2024. Provision for income taxes for the six months ended June 30, 2025 was $44 million, compared to $74 million for the six months ended June 20, 2024, a decrease of $30 million. The effective tax rate was 7.1% for the six months ended June 30, 2025 and 18.1% for the six months ended June 30, 2024. These effective tax rates are calculated using extended values from our condensed consolidated statements of comprehensive income and are therefore more precise tax rates than can be calculated from rounded values. The current-year quarter’s effective tax rate is lower primarily due to favorable discrete tax items, which include an adjustment to the tax provision associated with the earnout received from the sale of our Willis Re business, changes in measurement for existing uncertain tax positions and an excess tax benefit on share-based compensation.
Net Income Attributable to WTW
Net income attributable to WTW for the three months ended June 30, 2025 was $331 million, compared to $141 million for the three months ended June 30, 2024, an increase of $190 million, or 135%. This increase resulted primarily from lower marketing expenses, decreased transformation and transaction costs due to the completion of our Transformation program during the fourth quarter of 2024, and lower income tax expense, partially offset by higher salary expense and increased benefit and share-based compensation costs for the current-year period.
Net income attributable to WTW for the six months ended June 30, 2025 was $566 million, compared to $331 million for the six months ended June 30, 2024, an increase of $235 million, or 71%. This increase resulted primarily from lower transformation and transaction costs due to the completion of our Transformation program during the fourth quarter of 2024, and lower marketing expenses, decreased local office expenses and lower income tax expense in the current year, partially offset by lower revenue due to the prior-year sale of our TRANZACT business and pension settlement costs in the current year.
Liquidity and Capital Resources
Executive Summary
Our principal sources of liquidity are funds generated by operating activities, available cash and cash equivalents and amounts available under our revolving credit facility and any new debt offerings.
There has been significant volatility in financial markets, including occasional declines in equity markets, inflation and changes in interest rates and reduced liquidity on a global basis and we expect this volatility could continue, all of which may impact our access to liquidity.
Based on our current balance sheet and cash flows, current market conditions and information available to us at this time, we believe that WTW has access to sufficient liquidity to meet our cash needs, including debt repayment, for the next twelve months. Including our cash generated from operations, our liquidity also includes all of the borrowing capacity available to draw against our $1.5 billion revolving credit facility. The use of these funds includes investments in the business for growth, scheduled debt repayments, share repurchases, dividend payments and general corporate purposes. Additionally, under our minority ownership interest in a joint venture with Bain Capital, in connection with which we re-entered the reinsurance broking space during the fourth quarter of 2024, we have an option to acquire a controlling interest in the joint venture in the future. Given the initial funding needs of a start-up venture, we expect to make certain capital contributions from time to time resulting in a reduction to earnings until such time as the joint venture generates sufficient revenue to be profitable.
During the six months ended June 30, 2025, we repurchased $700 million of our outstanding shares and have authorization to repurchase an additional $742 million under our share repurchase program (as further described below under ‘Share Repurchase Program’). We consider many factors, including market and economic conditions, applicable legal requirements and other business considerations, when considering whether to repurchase shares. Our Share Repurchase Program has no termination date and may be suspended or discontinued at any time.
Events that could change the historical cash flow dynamics discussed above include significant changes in operating results, potential future acquisitions or divestitures, material changes in geographic sources of cash, unexpected adverse impacts from litigation or tax or regulatory matters, or future pension funding during periods of severe downturn in the capital markets.
Undistributed Earnings of Foreign Subsidiaries
The Company recognizes deferred tax balances related to the undistributed earnings of subsidiaries when it expects that it will recover those undistributed earnings in a taxable manner, such as through receipt of dividends or sale of the investments.
We continue to have certain subsidiaries whose earnings have not been deemed permanently reinvested and for which we have been accruing estimates of the tax effects of such repatriation. Excluding these certain subsidiaries, we continue to assert that the historical cumulative earnings for the remainder of our subsidiaries have been reinvested indefinitely and therefore do not provide deferred taxes on these amounts. If future events, including material changes in estimates of cash, working capital, long-term investment requirements or additional legislation, necessitate that these earnings be distributed, an additional provision for income and foreign withholding taxes, net of credits, may be necessary. 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 June 30, 2025 totaled $2.0 billion, compared to $1.9 billion at December 31, 2024. The increase in cash from December 31, 2024 to June 30, 2025 was due primarily to the $750 million earnout related to the 2021 divestiture of Willis Re, $326 million of net cash from operations and $62 million associated with the settlement of a note receivable related to the sale of our Max Matthiessen subsidiary in 2020, partially offset by $700 million of share repurchases, $179 million of dividend payments and $109 million of capital expenditures and capitalized software additions.
Additionally, we had all of the borrowing capacity available to draw against our $1.5 billion revolving credit facility at both June 20, 2025 and December 31, 2024.
Included within cash and cash equivalents at June 30, 2025 and December 31, 2024 are amounts held for regulatory capital adequacy requirements, including $106 million and $104 million, respectively, within our regulated U.K. entities.
Summarized Condensed Consolidated Cash Flows
The following table presents the summarized condensed consolidated cash flow information for the six months ended June 30, 2025 and 2024:
(in millions)
Net cash from/(used in):
Operating activities
Investing activities
Financing activities
Cash Flows From Operating Activities
Cash flows from operating activities were $326 million for the six months ended June 30, 2025, compared to cash flows from operating activities of $431 million for the six months ended June 30, 2024. The $326 million of net cash from operating activities for the six months ended June 30, 2025 included net income of $571 million and $388 million of favorable non-cash adjustments, partially offset by unfavorable changes in operating assets and liabilities of $633 million. This decrease in cash flows from operations as compared to the prior year was primarily driven by increased compensation and cash tax payments as well as the absence of cash inflows from TRANZACT following its sale on December 31, 2024, partly offset by lower Transformation program spending and operational improvements.
The $431 million of net cash from operating activities for the six months ended June 30, 2024 included net income of $336 million and $335 million of favorable non-cash adjustments, partially offset by unfavorable changes in operating assets and liabilities of $240 million.
Cash Flows From/(Used In) Investing Activities
Cash flows from investing activities for the six months ended June 30, 2025 were $612 million as compared to cash flows used in investing activities of $158 million for the six months ended June 30, 2024. The cash flows from investing activities in the current
year consisted primarily of net proceeds from sales of operations resulting from divestitures that occurred in prior years. These inflows were partially offset by capital expenditures, including software additions, and our net purchases of held-to-maturity and available-for-sale securities. The cash flows used in investing activities in the prior year consisted primarily of capital expenditures, including software additions.
Cash Flows (Used In)/From Financing Activities
Cash flows used in financing activities for the six months ended June 30, 2025 were $800 million. The significant financing activities included share repurchases of $700 million and dividend payments of $179 million, partially offset by net proceeds from fiduciary funds held for clients of $141 million.
Cash flows from financing activities for the six months ended June 30, 2024 were $364 million. The significant financing activities included net proceeds from fiduciary funds held for clients of $783 million and $85 million of net proceeds from the issuance of debt, partially offset by share repurchases of $301 million and dividend payments of $176 million.
Indebtedness
Total debt, total equity, and the capitalization ratios at June 30, 2025 and December 31, 2024 were as follows:
Total debt
5,311
Capitalization ratio
39.6
40.1
At June 30, 2025, our mandatory debt repayments over the next twelve months include $550 million outstanding on our 4.400% senior notes, which will mature during the first quarter of 2026. For more information regarding our current and long-term debt, please see ‘Supplemental Guarantor Financial Information’ elsewhere within this Item 2 of this Quarterly Report on Form 10-Q.
Fiduciary Funds
As an intermediary, we hold funds, generally in a fiduciary capacity, for the account of third parties, typically as the result of premiums received from clients that are in transit to insurers and claims due to clients that are in transit from insurers. We also hold funds for clients of our benefits account businesses, some of which are invested in open-ended mutual funds as directed by the participant. These fiduciary funds are included in fiduciary assets on our condensed consolidated balance sheets. We present the equal and corresponding fiduciary liabilities related to these fiduciary funds representing amounts or claims due to our clients or premiums due on their behalf to insurers on our condensed consolidated balance sheets.
Fiduciary funds are generally required to be kept in regulated bank accounts subject to guidelines which emphasize capital preservation and liquidity; such funds are not available to service the Company’s debt or for other corporate purposes. Notwithstanding the legal relationships with clients and insurers, the Company is entitled to retain investment income earned on certain of these fiduciary funds in accordance with industry custom and practice and, in some cases, as supported by agreements with insureds.
At June 30, 2025 and December 31, 2024, we had fiduciary funds of $3.8 billion and $3.4 billion, respectively.
Share Repurchase Program
The Company is authorized to repurchase shares, by way of redemption or otherwise, and will consider whether to do so from time to time, based on many factors, including market conditions. There are no expiration dates for our repurchase plans or programs.
On November 20, 2024, the board of directors approved a $1.0 billion increase to the existing share repurchase program. This increase brought the total approved authorization, since the announcement of the program on April 20, 2016, to $10.2 billion.
At June 30, 2025, approximately $742 million remained on the current repurchase authority. The maximum number of shares that could be repurchased based on the closing price of our ordinary shares on June 30, 2025 of $306.50 was 2,420,076.
During the three and six months ended June 30, 2025, the Company had the following share repurchase activity:
Three Months EndedJune 30, 2025
Six Months EndedJune 30, 2025
1,614,427
2,221,648
Average price per share
$309.71
$315.08
Aggregate repurchase cost (excluding broker costs)
$500 million
$700 million
Capital Commitments
The Company’s capital expenditures for fixed assets, capitalized software and software for internal use were $109 million during the six months ended June 30, 2025. The Company estimates that there will be additional such expenditures in the range of $115 million - $140 million during the remainder of 2025. We currently expect cash from operations to adequately provide for these cash needs. There have been no material changes to our capital commitments since December 31, 2024.
Dividends
Total cash dividends of $179 million were paid during the six months ended June 30, 2025. In May 2025, the board of directors approved a quarterly cash dividend of $0.92 per share ($3.68 per share annualized rate), which was paid on July 15, 2025 to shareholders of record as of June 30, 2025.
Supplemental Guarantor Financial Information
As of June 30, 2025, WTW has issued the following debt securities (the ‘notes’):
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 June 30, 2025. These subsidiaries are all consolidated by Willis Towers Watson plc (the ‘parent company’) and together with the parent company comprise the ‘Obligor group’. On December 16, 2024, TA I Limited, Willis Towers Watson UK Holdings Limited and Willis Netherlands Holdings B.V. ceased to be guarantors of our notes and are no longer part of the Obligor group, following the transfer of their respective properties and assets to other existing guarantors within the Obligor group. Further, Willis Towers Watson UK Holdings Limited was released from its guarantees under our credit agreement. TA I Limited and Willis Netherlands Holdings B.V. will be released from their guarantees under our credit agreement when they are fully liquidated.
Entity
Trinity Acquisition plc Notes
Willis North America Inc. Notes
Willis Towers Watson plc
Guarantor
Trinity Acquisition plc
Issuer
Willis North America Inc.
Willis Investment UK Holdings Limited
Willis Group Limited
Willis Towers Watson Sub Holdings Unlimited Company
The notes issued by Willis North America and Trinity Acquisition plc:
All other subsidiaries of the parent company are non-guarantor subsidiaries (‘the non-guarantor subsidiaries’).
Each member of the Obligor group has only a stockholder’s claim on the assets of the non-guarantor subsidiaries. This stockholder’s claim is junior to the claims that creditors have against those non-guarantor subsidiaries. Holders of the notes will only be creditors of the Obligor group and not creditors of the non-guarantor subsidiaries. As a result, all of the existing and future liabilities of the non-guarantor subsidiaries, including any claims of trade creditors and preferred stockholders, will be structurally senior to the notes. As of and for the periods ended June 30, 2025 and December 31, 2024, the non-guarantor subsidiaries represented substantially all of the total assets and accounted for substantially all of the total revenue of the Company prior to consolidating adjustments. The non-guarantor subsidiaries have other liabilities, including contingent liabilities that may be significant. Each indenture does not contain any limitations on the amount of additional debt that the Obligor group and the non-guarantor subsidiaries may incur. The amounts of this debt could be substantial, and this debt may be debt of the non-guarantor subsidiaries, in which case this debt would be effectively senior in right of payment to the notes.
The notes are obligations exclusively of the Obligor group. Substantially all of the Obligor group’s operations are conducted through its non-guarantor subsidiaries. Therefore, the Obligor group’s ability to service its debt, including the notes, is dependent upon the net cash flows of its non-guarantor subsidiaries and their ability to distribute those net cash flows as dividends, loans or other payments to the Obligor group. Certain laws restrict the ability of these non-guarantor subsidiaries to pay dividends and make loans and advances to the Obligor group. In addition, such non-guarantor subsidiaries may enter into contractual arrangements that limit their ability to pay dividends and make loans and advances to the Obligor group.
Intercompany balances and transactions between members of the Obligor group have been eliminated. All intercompany balances and transactions between the Obligor group and the non-guarantor subsidiaries have been presented in the disclosures below on a net presentation basis, rather than a gross basis, as this better reflects the nature of the intercompany positions and presents the funding or funded position that is to be received or owed. The intercompany balances and transactions between the Obligor group and non-guarantor subsidiaries, presented below, relate to a number of items including loan funding for acquisitions and other purposes, transfers of surplus cash between subsidiary companies, funding provided for working capital purposes, settlement of expense accounts, transactions related to share-based payment arrangements and share issuances, intercompany royalty and related arrangements, intercompany dividends and intercompany interest. At June 30, 2025 and December 31, 2024, the intercompany balances of the Obligor group with non-guarantor subsidiaries were net receivables of $500 million and $1.0 billion, respectively, and net payables of $15.1 billion at both periods.
No balances or transactions of non-guarantor subsidiaries are presented in the disclosures other than the intercompany items noted above.
Presented below is certain summarized financial information for the Obligor group.
`
As of June 30, 2025
As of December 31, 2024
398
574
6,735
6,254
13,916
14,442
Six months endedJune 30, 2025
1,384
1,276
Income from operations before income taxes (i)
737
926
Non-GAAP Financial Measures
In order to assist readers of our condensed consolidated financial statements in understanding the core operating results that WTW’s management uses to evaluate the business and for financial planning purposes, we present the following non-GAAP measures and their most directly comparable U.S. GAAP measure:
Most Directly Comparable U.S. GAAP Measure
Non-GAAP Measure
As reported change
Constant currency change
Organic change
Income from operations/margin
Adjusted operating income/margin
Net income/margin
Adjusted EBITDA/margin
Adjusted net income
Adjusted diluted earnings per share
Adjusted income before taxes
Provision for income taxes/U.S. GAAP tax rate
Adjusted income taxes/tax rate
Free cash flow
The Company believes that these measures are relevant and provide pertinent information widely used by analysts, investors and other interested parties in our industry to provide a baseline for evaluating and comparing our operating performance, and in the case of free cash flow, our liquidity results.
Within the measures referred to as ‘adjusted’, we adjust for significant items which will not be settled in cash, or which we believe to be items that are not core to our current or future operations. Some of these items may not be applicable for the current quarter, however they may be part of our full-year results. Additionally, we have historically adjusted for certain items which are not described below, but for which we may adjust in a future period when applicable. Items applicable to the quarter or full-year results, or the comparable periods, include the following:
These non-GAAP measures are not defined in the same manner by all companies and may not be comparable to other similarly titled measures of other companies. Non-GAAP measures should be considered in addition to, and not as a substitute for, the information contained within our condensed consolidated financial statements.
Constant Currency Change and Organic Change
We evaluate our revenue on an as reported (U.S. GAAP), constant currency and organic basis. We believe presenting constant currency and organic information provides valuable supplemental information regarding our comparable results, consistent with how we evaluate our performance internally.
The constant currency and organic change results, and a reconciliation from the reported results for consolidated revenue are included in the ‘Consolidated Revenue’ section within this Form 10-Q. These measures are also reported by segment in the ‘Segment Revenue and Segment Operating Income’ section within this Form 10-Q.
Reconciliations of the as-reported change to the constant currency and organic changes for the three and six months ended June 30, 2025 from the three and six months ended June 30, 2024 are as follows. The components of revenue change may not add due to rounding.
For the three months ended June 30, 2025, our as-reported revenue decreased by $4 million and our organic revenue grew by 5%. For the six months ended June 30, 2025, our as-reported revenue decreased by $122 million, or 3%, and our organic revenue grew by 5%. These decreases in as-reported revenue were due primarily to the sale of our TRANZACT business on December 31, 2024. The increases in organic revenue were driven by strong performances in both segments. For additional information, please see the section entitled ‘Segment Revenue and Segment Operating Income’ elsewhere within Item 2 of this Quarterly Report on Form 10-Q.
Adjusted Operating Income/Margin
We consider adjusted operating income/margin to be important financial measures, which are used internally to evaluate and assess our core operations and to benchmark our operating results against our competitors.
Adjusted operating income is defined as income from operations adjusted for amortization, restructuring costs, transaction and transformation and non-recurring items that, in management’s judgment, significantly affect the period-over-period assessment of operating results. Adjusted operating income margin is calculated by dividing adjusted operating income by revenue.
Reconciliations of income from operations to adjusted operating income for the three and six months ended June 30, 2025 and 2024 are as follows:
Adjusted for certain items:
Provision for specified litigation matter (i)
Adjusted operating income
419
385
899
Income from operations margin
16.3
9.4
17.8
10.7
Adjusted operating income margin
18.5
17.0
20.0
18.8
Adjusted operating income increased for the three months ended June 30, 2025 to $419 million, from $385 million for the three months ended June 30, 2024 and increased for the six months ended June 30, 2025 to $899 million from $868 million for the six months ended June 30, 2024. These increases resulted primarily from lower marketing expenses and decreased local office expenses in the current-year periods, partially offset by lower revenue due to the prior-year sale of our TRANZACT business.
Adjusted EBITDA/Margin
We consider adjusted EBITDA/margin to be important financial measures, which are used internally to evaluate and assess our core operations, to benchmark our operating results against our competitors and to evaluate and measure our performance-based compensation plans.
Adjusted EBITDA is defined as net income adjusted for provision for income taxes, interest expense, depreciation and amortization, restructuring costs, transaction and transformation, gains and losses on disposals of operations, net periodic pension and postretirement benefits, and non-recurring items that, in management’s judgment, significantly affect the period-over-period assessment of operating results. Adjusted EBITDA margin is calculated by dividing adjusted EBITDA by revenue.
Reconciliations of net income to adjusted EBITDA for the three and six months ended June 30, 2025 and 2024 are as follows:
(Benefit from)/provision for income taxes
132
Net periodic pension and postretirement benefits
Adjusted EBITDA
470
445
1,002
991
Net income margin
14.7
6.3
12.7
7.3
Adjusted EBITDA margin
20.8
19.6
22.3
21.5
Adjusted EBITDA for the three months ended June 30, 2025 was $470 million, compared to $445 million for the three months ended June 30, 2024, and was $1.0 billion for the six months ended June 30, 2025, compared to $991 million for the six months ended June 30, 2024. These increases resulted primarily from lower marketing expenses and decreased local office expenses in the current-year periods, partially offset by lower revenue due to the prior-year sale of our TRANZACT business and higher benefit and share-based compensation costs in the current-year periods.
Adjusted Net Income and Adjusted Diluted Earnings Per Share
Adjusted net income is defined as net income attributable to WTW adjusted for 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 internal reorganizations. This measure is used solely for the purpose of calculating adjusted diluted earnings per share.
Adjusted diluted earnings per share is defined as adjusted net income divided by the weighted-average number of ordinary shares, diluted. Adjusted diluted earnings per share is used to internally evaluate and assess our core operations and to benchmark our operating results against our competitors.
Reconciliations of net income attributable to WTW to adjusted diluted earnings per share for the three and six months ended June 30, 2025 and 2024 are as follows:
Tax effect on certain items listed above (ii)
(39
(38
(85
Tax effect of significant adjustments
285
601
Weighted-average ordinary shares — diluted
Adjusted for certain items (iii) :
0.49
0.58
0.97
1.16
0.03
0.20
0.02
0.94
2.14
0.13
(0.13
(0.20
0.62
(0.42
(0.14
(0.10
(0.38
(0.82
(0.74
(0.07
2.86
2.39
5.99
5.53
Our adjusted diluted earnings per share increased for both the three and six months ended June 30, 2025 as compared to the prior year primarily due to a lower weighted-average outstanding share count due to our share repurchase activity over the last year, and lower marketing expenses and decreased local office expenses in the current-year periods, partially offset by lower revenue due to the prior-year sale of our TRANZACT business and higher benefit and share-based compensation costs in the current-year periods.
Adjusted Income Before Taxes and Adjusted Income Taxes/Tax Rate
Adjusted income before taxes is defined as income from operations before income taxes and interest in earnings of associates adjusted for amortization, restructuring costs, transaction and transformation, gains and losses on disposals of operations, net periodic pension and postretirement benefits, and non-recurring items that, in management’s judgment, significantly affect the period-over-period assessment of operating results. Adjusted income before taxes is used solely for the purpose of calculating the adjusted income tax rate.
Adjusted income taxes/tax rate is defined as the provision for income taxes adjusted for taxes on certain items of amortization, restructuring costs, transaction and transformation, gains and losses on disposals of operations, net periodic pension and postretirement benefits, the tax effects of significant adjustments and non-recurring items that, in management’s judgment, significantly affect the period-over-period assessment of operating results, divided by adjusted income before taxes. Adjusted income taxes is used solely for the purpose of calculating the adjusted income tax rate.
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 significant adjustments, which are not core to our current and future operations.
Reconciliations of income from operations before income taxes and interest in earnings of associates to adjusted income before taxes and provision for income taxes to adjusted income taxes for the three and six months ended June 30, 2025 and 2024 are as follows:
351
319
763
Adjusted income taxes
156
166
U.S. GAAP tax rate
(6.8
15.6
7.1
18.1
Adjusted income tax rate
18.0
22.4
20.5
Our U.S. GAAP tax rates were (6.8)% and 15.6% for the three months ended June 30, 2025 and 2024, respectively, and 7.1% and 18.1% for the six months ended June 30 2025 and 2024, respectively. The current-year quarter’s effective tax rate is lower primarily due to favorable discrete tax items, which include an adjustment to the tax provision associated with the earnout received from the sale of our Willis Re business, changes in measurement for existing uncertain tax positions and an excess tax benefit on share-based compensation.
Our adjusted income tax rates were 18.0% and 22.4% for the three months ended June 30, 2025 and 2024, respectively, and 20.5% and 22.3% for the six months ended June 30, 2025 and 2024, respectively. The current-year quarter’s adjusted tax rate is lower primarily due to favorable discrete tax items, changes in measurement for existing uncertain tax positions and an excess tax benefit on share-based compensation.
Free Cash Flow
Free cash flow is defined as cash flows from operating activities less cash used to purchase fixed assets and software. Free cash flow is a liquidity measure and is not meant to represent residual cash flow available for discretionary expenditures.
As a result of our change in presentation, free cash flow for the prior period has been adjusted to conform to the current period, which includes the deduction of our capitalized software costs.
Management believes that free cash flow presents the core operating performance and cash generating capabilities of our business operations.
48
Reconciliations of cash flows from operating activities to free cash flow for the six months ended June 30, 2025 and 2024 are as follows:
Six Months Ended June 30
Cash flows from operating activities
Less: Additions to fixed assets and software
217
305
The decrease in free cash flow during the current-year period was primarily driven by increased compensation and cash tax payments as well as the absence of cash inflows from TRANZACT following its sale on December 31, 2024, partly offset by lower Transformation program spending and operational improvements.
Critical Accounting Estimates
There were no material changes from the Critical Accounting Estimates disclosed in our Annual Report on Form 10-K for the year ended December 31, 2024, filed with the SEC on February 25, 2025.
ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
We have considered changes in our exposure to market risks during the six months ended June 30, 2025 and have determined that there have been no material changes to our exposure to market risks from those described in the Company’s Annual Report on Form 10-K for the year ended December 31, 2024, filed with the SEC on February 25, 2025. However, we have provided the following information to supplement or update our disclosures on our Form 10-K.
The Company has a global investment policy which is designed to ensure that we maintain diversification of our cash investments throughout the world in order to minimize the risk of loss due to a counterparty failure.
Interest Income on Fiduciary Funds
As described in our Annual Report on Form 10-K, we are exposed to interest rate risk. Specifically, as a result of our operating activities, we receive cash for premiums and claims which we deposit in high-quality bank term deposit and money market funds, on which we earn interest, where permitted. We also hold funds for clients of our benefits accounts businesses. For the benefit funds not invested, cash and cash equivalents are held, on which we earn interest, until the funds are directed by plan participants to either be invested in mutual funds or paid out on their behalf. This interest earned is included in our condensed consolidated financial statements as interest income. These funds are regulated in terms of access and the instruments in which they may be invested, most of which are short-term in maturity. Short-term rates in major currencies began to decrease over the second half of 2024 from end-of-2023 levels. This followed some steep central bank rate increases in 2023. Our increased interest income in 2024 reflected a combination of relatively high-average interest rates over the course of 2024 and some increases in our invested cash balances. Through the second quarter of 2025, although at levels below the same period in 2024, short-term rates have remained largely stable. Significant economic uncertainty prevails at this time, and the timing and magnitude of future central bank rate changes are uncertain. As to be expected, interest income in the future will be a function of the short-term rates we are able to obtain by currency and the cash balances available to invest. Interest income was $40 million and $79 million for the three and six months ended June 30, 2025, respectively, and $44 million and $87 million for the three and six months ended June 30, 2024, respectively. At June 30, 2025, we held $2.8 billion of fiduciary funds invested in interest-bearing accounts. If short-term interest rates increased or decreased by 25 basis points, interest earned on these invested fiduciary funds, and therefore our interest income recognized, would increase or decrease by approximately $7 million on an annualized basis.
ITEM 4. CONTROLS AND PROCEDURES
Evaluation of Disclosure Controls and Procedures
As of June 30, 2025, the Company carried out an evaluation, under the supervision and with the participation of the Company’s management, including the Chief Executive Officer (‘CEO’) and the Chief Financial Officer (‘CFO’), of the effectiveness of the design and operation of the Company’s disclosure controls and procedures as defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934, as amended (the ‘Exchange Act’). Based upon that evaluation, our management, including the CEO and CFO, concluded that the our disclosure controls and procedures are effective in providing reasonable assurance that the information required to be included in the periodic reports we file or submit under the Exchange Act is (1) recorded, processed, summarized and reported within the time periods specified in SEC rules and forms, and (2) accumulated and communicated to our management, including the CEO and the CFO, as appropriate, to allow for timely decisions regarding required disclosure.
Changes in Internal Control over Financial Reporting
There were no changes in our internal control over financial reporting, as defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act, identified in connection with the evaluation required by Rules 13a-15(d) or 15d-15(d) under the Exchange Act during the quarter ended June 30, 2025 that materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.
Limitations on the Effectiveness of Controls
Management, including the CEO and CFO, does not expect that our disclosure controls and procedures will necessarily prevent all errors and all fraud. However, management does expect that the control system provides reasonable assurance that its objectives will be met. A control system, no matter how well designed and operated, cannot provide absolute assurance that the control system’s objectives will be met. In addition, the design of such internal controls must take into account the costs of designing and maintaining such a control system. Certain inherent limitations exist in control systems to make absolute assurances difficult, including the realities that judgments in decision-making can be faulty, that breakdowns can occur because of a simple error or mistake, and that individuals can circumvent controls. The design of any control system is based in part upon existing business conditions and risk assessments. There can be no assurance that any design will succeed in achieving its stated goals under all potential future conditions. Over time, controls may become inadequate because of changes in business conditions or deterioration in the degree of compliance with policies or procedures. As a result, they may require change or revision. Because of the inherent limitations in a control system, misstatements
due to error or fraud may occur and may not be detected. Nevertheless, the disclosure controls and procedures are designed to provide reasonable assurance of achieving their stated objectives, and the CEO and CFO have concluded that the disclosure controls and procedures are effective at a reasonable assurance level.
ITEM 1. LEGAL PROCEEDINGS
From time to time, we are a party to various lawsuits, arbitrations or mediations that arise in the ordinary course of business. The disclosure called for by Part II, Item 1 regarding our legal proceedings is incorporated by reference herein from Part I, Item 1 Note 14 — Commitments and Contingencies - Legal Proceedings of the notes to the condensed consolidated financial statements in this Form 10-Q for the quarter ended June 30, 2025.
ITEM 1A. RISK FACTORS
There are no material changes from risk factors as previously disclosed in our Annual Report on Form 10-K, filed with the SEC on February 25, 2025. We urge you to read the risk factors contained therein.
ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS
During the six months ended June 30, 2025, no shares were issued by the Company without registration under the Securities Act of 1933, as amended.
(c) Issuer Purchases of Equity Securities
The Company is authorized to repurchase shares, by way of redemption or otherwise, and will consider whether to do so from time to time, based on many factors, including market conditions. There are no expiration dates for these repurchase plans or programs.
The following table presents specified information about the Company’s repurchases of its shares in the second quarter of 2025 and the Company’s remaining repurchase authority.
Period
Total number of shares purchased
Average price paid per share
Total number of shares purchased as part of publicly announced plans or programs
Maximum number of shares that may yet be purchased under the plans or programs
April 1, 2025 through April 30, 2025
540,279
314.14
3,494,224
May 1, 2025 through May 31, 2025
807,216
308.99
2,687,008
June 1, 2025 through June 30, 2025
266,932
302.90
2,420,076
309.71
At June 30, 2025 the maximum number of shares that may yet be purchased under the existing share repurchase plan is 2,420,076, with approximately $742 million 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 June 30, 2025 of $306.50.
ITEM 3. DEFAULTS UPON SENIOR SECURITIES
None.
ITEM 4. MINE SAFETY DISCLOSURES
Not applicable.
ITEM 5. OTHER INFORMATION
(a) None.
(b) None.
(c) Rule 10b5-1 Trading Arrangements
For the quarter ended June 30, 2025, none of the Company’s directors and officers adopted, modified, or terminated any contract, instruction or written plan for the purchase or sale of Company securities intended to satisfy the affirmative defense conditions of Rule 10b5-1(c) or any ‘non-Rule 10b5-1 trading arrangement’ as defined under Item 408(c) of Regulation S-K.
ITEM 6. EXHIBITS
EXHIBIT INDEX
Incorporated by Reference
Exhibit
Number
Description of Exhibit
Schedule/
Form
Filing Date
Filed
Herewith
10.1†
Form of 2025 Time-Based Restricted Share Unit Award Agreement for Executive Officers under the Willis Towers Watson 2012 Equity Incentive Plan, as Amended and Restated.
X
10.2†
Form of 2025 Performance-Based Restricted Share Unit Award Agreement for Executive Officers under the Willis Towers Watson 2012 Equity Incentive Plan, as Amended and Restated.
22.1
List of Issuers and Guarantor Subsidiaries.
10-K
February 25,2025
31.1
Certification of the Registrant’s Chief Executive Officer, Carl A. Hess, pursuant to Rule 13a-14 of the Securities Exchange Act of 1934.
31.2
Certification of the Registrant’s Chief Financial Officer, Andrew J. Krasner, pursuant to Rule 13a-14 of the Securities Exchange Act of 1934.
32.1**
Certification of the Registrant’s Chief Executive Officer, Carl A. Hess, and Chief Financial Officer, Andrew J. Krasner, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
101.INS
Inline XBRL Instance Document – the instance document does not appear in the Interactive Data File because XBRL tags are embedded within the Inline XBRL document
101.SCH
Inline XBRL Taxonomy Extension Schema With Embedded Linkbase Documents
Cover Page Interactive Data File (formatted as inline XBRL and contained in Exhibit 101)
** Furnished herewith. Any exhibits furnished herewith (including the certification furnished in Exhibit 32.1) are deemed to accompany this Quarterly Report on Form 10-Q and will not be deemed ‘filed’ for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the ‘Exchange Act’), or otherwise subject to the liability of that section. Such information shall not be incorporated by reference into any registration statement or other document pursuant to the Securities Act of 1933, as amended, or the Exchange Act, except to the extent that the registrant specifically incorporates it by reference.
† Management contract or compensatory plan or arrangement.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.
Willis Towers Watson Public Limited Company
(Registrant)
/s/ Carl A. Hess
August 1, 2025
Name:
Carl A. Hess
Date
Title:
Chief Executive Officer
/s/ Andrew J. Krasner
Andrew J. Krasner
Chief Financial Officer
/s/ Joseph S. Kurpis
Joseph S. Kurpis
Principal Accounting Officer and Controller