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 March 31, 2026
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 April 27, 2026, there were outstanding 94,447,976 ordinary shares, nominal value $0.000304635 per share, of the registrant.
INDEX TO FORM 10-Q
For the Three Months Ended March 31, 2026
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 Months Ended March 31, 2026 and 2025
Condensed Consolidated Balance Sheets - March 31, 2026 and December 31, 2025
8
Condensed Consolidated Statements of Cash Flows - Three Months Ended March 31, 2026 and 2025
9
Condensed Consolidated Statements of Changes in Equity - Three Months Ended March 31, 2026 and 2025
10
Notes to the Condensed Consolidated Financial Statements
11
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations
28
Item 3. Quantitative and Qualitative Disclosures About Market Risk
43
Item 4. Controls and Procedures
PART II. OTHER INFORMATION
45
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
46
Signatures
47
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
‘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 or certain considerations relating to our future results. 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; the impact of macroeconomic trends, including inflation, changes in interest rates, trade policies and other geopolitical risks; 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; our indebtedness; our ability to execute strategic transactions, including both acquisitions and dispositions, including our ability to receive adequate consideration or any earnout proceeds in return for any dispositions or integrate or manage acquired businesses (such as our recent acquisition of Newfront Insurance Holdings, Inc. and our planned acquisition of Cushon) or effect internal reorganizations; demand for our services and competitive strengths; strategic goals; the benefits of new initiatives or investments in technology; 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 cybersecurity and privacy processes; our application of artificial intelligence technologies throughout our business; our ability to protect our intellectual property; our compliance with laws and regulations; risks associated with being an Irish-incorporated company; our recognition of future impairment charges; and plans and references to future successes, 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 income, adjusted operating margin and adjusted earnings per share, are 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 March 31,
2026
2025
Revenue
$
2,412
2,223
Costs of providing services
Salaries and benefits
1,434
1,324
Other operating expenses
385
365
Depreciation
56
54
Amortization
48
Transaction and integration expenses
41
—
Total costs of providing services
1,964
1,791
Income from operations
448
432
Interest expense
(77
)
(65
Other income/(loss), net
(64
INCOME FROM OPERATIONS BEFORE INCOME TAXES AND INTEREST IN EARNINGS OF ASSOCIATES
376
303
Provision for income taxes
(70
INCOME FROM OPERATIONS BEFORE INTEREST IN EARNINGS OF ASSOCIATES
306
238
Interests in earnings of associates, net of tax
(3
1
NET INCOME
239
Income attributable to non-controlling interests
(6
(4
NET INCOME ATTRIBUTABLE TO WTW
297
235
EARNINGS PER SHARE
Basic earnings per share
3.12
2.34
Diluted earnings per share
3.10
2.33
Comprehensive income before non-controlling interests
267
462
Comprehensive income attributable to non-controlling interests
Comprehensive income attributable to WTW
261
458
See accompanying notes to the condensed consolidated financial statements
Condensed Consolidated Balance Sheets
(In millions of U.S. dollars, except share data)
March 31, 2026
December 31, 2025
ASSETS
Cash and cash equivalents
1,855
3,132
Fiduciary assets
10,981
10,445
Accounts receivable, net
2,648
2,702
Prepaid and other current assets
601
595
Total current assets
16,085
16,874
Fixed assets, net
671
695
Goodwill
9,662
8,938
Other intangible assets, net
1,275
1,141
Right-of-use assets
499
487
Pension benefits assets
541
529
Other non-current assets
904
866
Total non-current assets
13,552
12,656
TOTAL ASSETS
29,637
29,530
LIABILITIES AND EQUITY
Fiduciary liabilities
Deferred revenue and accrued expenses
1,543
2,087
Current debt
550
Current lease liabilities
117
125
Other current liabilities
906
797
Total current liabilities
13,547
14,004
Long-term debt
6,304
5,756
Liability for pension benefits
630
660
Provision for liabilities
361
340
Long-term lease liabilities
485
472
Other non-current liabilities
251
246
Total non-current liabilities
8,031
7,474
TOTAL LIABILITIES
21,578
21,478
COMMITMENTS AND CONTINGENCIES
EQUITY (i)
Additional paid-in capital
11,239
11,106
Accumulated deficit
(392
(296
Accumulated other comprehensive loss, net of tax
(2,870
(2,834
Total WTW shareholders’ equity
7,977
7,976
Non-controlling interests
82
76
Total equity
8,059
8,052
TOTAL LIABILITIES AND EQUITY
Condensed Consolidated Statements of Cash Flows
(In millions of U.S. dollars)
CASH FLOWS USED IN OPERATING ACTIVITIES
Adjustments to reconcile net income to total net cash from operating activities:
Non-cash lease expense
25
Net periodic cost of defined benefit pension plans
88
Provision for doubtful receivables from clients
Benefit from deferred income taxes
(30
(23
Share-based compensation
42
37
Gain on disposal of operations
(14
Non-cash foreign exchange (gain)/loss
Other, net
18
Changes in operating assets and liabilities, net of effects from purchase of subsidiaries:
Accounts receivable
75
162
Other assets
(51
Other liabilities
(517
(691
Provisions
23
16
Net cash used in operating activities
(10
(35
CASH FLOWS USED IN INVESTING ACTIVITIES
Additions to fixed assets and software
(55
Acquisitions of operations, net of cash acquired
(792
(1
Contributions to investments in associates
(9
Net sales/(purchases) of available-for-sale securities
(31
Net cash used in investing activities
(840
(84
CASH FLOWS (USED IN)/FROM FINANCING ACTIVITIES
Borrowing of other debt
Debt issuance costs
Repayments of debt
(551
Repurchase of shares
(300
(200
Net proceeds from fiduciary funds held for clients
192
315
Cash paid for employee taxes on withholding shares
(2
Dividends paid
(88
Net cash (used in)/from financing activities
(203
24
DECREASE IN CASH, CASH EQUIVALENTS AND RESTRICTED CASH (i)
(1,053
(95
Effect of exchange rate changes on cash, cash equivalents and restricted cash
(29
80
CASH, CASH EQUIVALENTS AND RESTRICTED CASH, BEGINNING OF PERIOD (i)
6,487
4,998
CASH, CASH EQUIVALENTS AND RESTRICTED CASH, END OF PERIOD (i)
5,405
4,983
Condensed Consolidated Statements of Changes in Equity
(In millions of U.S. dollars and number of shares in thousands)
Shares outstanding
Retained earnings/(accumulated deficit)
AOCL (i)
Balance as of December 31, 2024
99,806
10,989
109
(3,158
7,940
77
8,017
Shares repurchased
(607
Net income
Dividends declared ($0.92 per share)
(93
Other comprehensive income
223
Issuance of shares under employee stock compensation plans
12
Share-based compensation and net settlements
33
Foreign currency translation
(5
Balance as of March 31, 2025
99,211
11,017
51
(2,935
8,133
81
8,214
Balance as of December 31, 2025
95,080
(1,014
Dividends declared ($0.96 per share)
Other comprehensive loss
(36
13
38
Acquisition of Newfront (ii)
199
93
Balance as of March 31, 2026
94,278
(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 47,000 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 expertise (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 advisory services, technology and solutions that help them anticipate, identify and capitalize on emerging opportunities in human capital management, and by offering 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, 2026, and may be accessed via EDGAR on the SEC’s web site at www.sec.gov.
The results of operations for the three months ended March 31, 2026 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 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.
In September 2025, the FASB issued ASU 2025-06, Intangibles—Goodwill and Other—Internal-Use Software (Subtopic 350-40): Targeted Improvements to the Accounting for Internal-Use Software, which is intended to clarify and modernize the accounting for costs related to internal-use software. This ASU changes capitalization requirements from being tied to development stages and instead creates a capitalization threshold which is achieved when it is probable the software will be completed for its intended purpose. The annual and interim requirements for this ASU become effective for the Company on January 1, 2028. Early adoption is permitted and may be applied using a prospective, retrospective, or modified transition approach. The Company is assessing all aspects of the ASU, including adoption timing and transition method, and the expected impact on its condensed consolidated financial statements.
Adopted
In July 2025, the FASB issued ASU 2025-05, Financial Instruments—Credit Losses (Topic 326): Measurement of Credit Losses for Accounts Receivable and Contract Assets, which is intended to improve guidance on the measurement of credit losses for accounts receivable and contract assets. This ASU provides an optional practical expedient to assume that current conditions as of the balance sheet date do not change for the remaining life of the assets. The requirements for this ASU became effective for the Company on January 1, 2026, at which time it was adopted. This ASU did not have a material impact on our condensed consolidated financial statements.
Other Legislation
Pillar Two
In December 2021, the Organisation for Economic Co-operation and Development (‘OECD’) and 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. In 2023, many E.U. countries, including Ireland, enacted the necessary legislation (based on the OECD Model Rules) to implement Pillar Two in 2024. Other countries and territories introduced Pillar Two legislation in 2024 and 2025. In January 2026, the OECD announced the release of a new package of administrative guidance under the Pillar Two global minimum tax rules (the ‘side-by-side’ (SbS) package). Key components of the package include a simplified effective tax rate safe harbor, an extension of the transitional country-by-country reporting safe harbor, a substance-based tax incentive safe harbor, a side-by-side safe harbor for certain multinational groups located in eligible jurisdictions, an ultimate parent entity safe harbor for eligible countries, and a commitment to focus on additional clarifications and simplifications. These new safe harbor rules do not affect the application of a qualified domestic minimum top-up tax. Except for the extension of the transitional country-by-country reporting safe harbor, the Company does not expect the new safe harbors to apply. 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.
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 became 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. In 2025, the Company recognized cash tax benefits related to the acceleration of certain timing differences. The Company will continue to evaluate the overall impact of H.R. 1 and related regulations on our operations and tax positions.
Note 3 — Acquisitions
Newfront Insurance Holdings, Inc. acquisition
On January 27, 2026, the Company completed the acquisition of Newfront Insurance Holdings, Inc. (‘Newfront’), a U.S.-based broker combining specialty expertise and cutting-edge technology, for up-front and contingent consideration. The $1.05 billion up-front portion of the purchase price was comprised of approximately $900 million in cash paid to all of Newfront’s shareholders and $150 million in replacement award equity paid only to Newfront’s employee-shareholders and subject to ongoing vesting. The contingent consideration includes up to $250 million, subject to Newfront’s achievement of specified three-year performance targets, and up to an incremental $150 million which would become payable if Newfront achieves above-target revenue growth. Both tranches of contingent consideration are payable primarily in equity awards subject to service requirements and will be recognized as
compensation expense. The cash portion of these arrangements has no service requirements and is included in the estimate of consideration transferred. The cash consideration and related fees, costs and expenses for the acquisition were funded with the net proceeds from our December 2025 issuance of $1.0 billion of senior notes (see Note 9 — Debt for additional information). Newfront operates as part of both our Health, Wealth & Career (Health & Benefits and Investment businesses) and Risk & Broking (Corporate Risk & Broking business) segments.
As part of the replacement of the share-based compensation awards of Newfront, the Company granted 187,000 restricted stock units (‘RSUs’) and 225,000 restricted stock awards (‘RSAs’) subject to vesting and transfer restrictions. Included in the RSA grants are an aggregate 199,000 ordinary shares, subject to vesting and transfer restrictions, issued via private placement to trusts established by certain key employees of Newfront.
A summary of preliminary fair values of the identifiable assets acquired and liabilities assumed of Newfront at January 27, 2026 are summarized in the following table. We have prepared analyses necessary to assess the fair values of the assets acquired and liabilities assumed and the amount of goodwill and consideration to be recognized as of the acquisition date. These fair values were based on management’s estimates and assumptions, but are preliminary in nature and are subject to adjustment as additional information is obtained about the facts and circumstances that existed as of the acquisition date. Accordingly, there may be adjustments to the assigned values of acquired assets and liabilities assumed. The final determination of acquisition date fair values and residual goodwill will be completed as soon as practicable, and within the measurement period of up to one year from the acquisition date as permitted under GAAP. Any adjustments to provisional amounts that are identified during the measurement period will be recorded in the reporting period in which the adjustment is determined.
95
Intangible assets
184
744
Deferred tax assets
15
(28
(42
Lease liabilities
Net assets acquired
1,051
Preliminary values of intangible assets consist primarily of $131 million of customer relationships and $53 million of developed software, with weighted-average expected lives of 13 years and 7 years, respectively.
Goodwill is calculated as the difference between the aggregate consideration and the acquisition date fair value of the net assets acquired, including acquired intangible assets, and represents the value of Newfront’s assembled workforce and the future economic benefits that we expect to achieve as a result of the acquisition. The assignment of the acquired goodwill to the individual reporting units is not yet finalized. None of the goodwill recognized on the transaction is tax-deductible, however there is tax-deductible goodwill that will be carried forward from previous acquisitions by Newfront.
Pending Acquisitions
Cushon — On December 10, 2025, the Company entered into a definitive agreement to acquire Cushon, a workplace pensions, savings and financial wellbeing company for consideration of £150 million, subject to working capital and other adjustments, and contingent consideration of up to £100 million. The transaction is expected to close during the second quarter of 2026, subject to receipt of certain regulatory approvals and other customary closing conditions, and the Company will fund the acquisition with the remaining available balance on the delayed draw term loan (see Note 9 — Debt for additional information).
Al-Futtaim Willis — On May 2, 2025, the Company entered into a definitive agreement to acquire the remaining 51% controlling interest of its longstanding broking joint venture, Al-Futtaim Willis (‘AFW’), based in the United Arab Emirates, for cash consideration of $58 million, subject to certain adjustments. The results of AFW are currently included in interest in earnings of associates, net of tax, on the condensed consolidated statements of comprehensive income, but will be fully consolidated after the close of the transaction. The transaction is expected to close during the second quarter of 2026, subject to receipt of certain regulatory approvals and other customary closing conditions.
Additionally, during the three months ended March 31, 2026 the Company made contributions to interests in associates accounted for under the equity method of accounting in cash payments of $9 million.
Note 4 — Revenue
Disaggregation of Revenue
The Company reports revenue by segment in Note 5 — Segment Information. The following table presents revenue by service offering and segment, as well as a reconciliation to total revenue for the three months ended March 31, 2026 and 2025. Along with reimbursable expenses and other, total revenue by service offering represents our revenue from customer contracts.
HWC
R&B
Corporate (i)
Total
Broking
146
849
790
1,033
936
Consulting
731
679
128
119
861
798
Outsourced administration
278
268
20
21
298
289
Other
63
86
73
149
136
Total revenue by service offering
1,256
1,156
1,083
1,003
2,341
2,159
Reimbursable expenses and other (i)
19
17
22
Total revenue from customer contracts
1,173
1,086
1,006
2,363
2,180
Interest and other income
49
Total revenue
1,284
1,182
1,119
1,030
Interest and other income is included in segment revenue and total revenue, however it has been presented separately in the above table 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
40
39
Other income
Total interest and other income
The following table presents revenue from service offerings by the geography where our work was performed for the three months ended March 31, 2026 and 2025. The reconciliation to total revenue on our condensed consolidated statements of comprehensive income and to segment revenue is shown in the table above.
North America
673
645
347
326
1,020
971
Europe
444
391
592
538
1,038
929
International
139
120
144
283
259
Total revenue by geography
14
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 accounts receivable and deferred revenue balances at March 31, 2026 and December 31, 2025:
Billed receivables, net of allowance for doubtful accounts of $34 million and $30 million
1,836
1,833
Unbilled receivables
579
543
Current contract assets
233
Non-current accounts receivable, net
32
Deferred revenue
813
700
During the three months ended March 31, 2026, revenue of approximately $304 million was recognized that was reflected as deferred revenue at December 31, 2025.
During the three months ended March 31, 2026, the Company had no revenue related to performance obligations satisfied in a prior period.
Performance Obligations
The Company has contracts for which performance obligations have not been satisfied as of March 31, 2026 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 2026
2027
2028 onward
Revenue expected to be recognized on contracts as of March 31, 2026
526
484
503
1,513
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 March 31, 2026 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.
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) certain transaction and integration expenses; and (iii) 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 March 31, 2026 and 2025.
Segment revenue excluding interest income
1,257
1,158
1,091
1,005
2,348
2,163
29
Total segment revenue
1,265
1,165
1,116
1,027
2,381
2,192
Other segment expense
887
823
854
791
1,741
1,614
31
Total segment expense
919
864
801
1,783
1,655
Segment operating income
346
311
252
226
598
537
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 months ended March 31, 2026 and 2025.
Revenue:
Reimbursable expenses and other
Total segment operating income
(48
Transaction and integration expenses (i)
(41
Unallocated, net (ii)
(61
(57
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 March 31,
March 31,
December 31,
35
982
932
282
501
451
511
521
Rest of World
890
805
355
372
Total Foreign Countries
2,373
2,188
1,163
1,175
1,170
Note 6 — Income Taxes
Provision for income taxes for the three months ended March 31, 2026 was $70 million compared to $65 million for the three months ended March 31, 2025. The effective tax rate was 18.6% for the three months ended March 31, 2026 and 21.5% for the three months ended March 31, 2025. 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 effective tax rate is lower primarily due to a discrete tax benefit in the U.K. related to deferred revenue.
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. At March 31, 2026, we have liabilities for uncertain tax positions under ASC 740, Income Taxes of $39 million, excluding interest and penalties.
Note 7 — Goodwill and Other Intangible Assets
The components of goodwill are outlined below for the three months ended March 31, 2026:
Balance at December 31, 2025:
Goodwill, gross
7,317
2,894
10,211
Accumulated impairment losses
(911
(362
(1,273
Goodwill, net - December 31, 2025
6,406
2,532
Goodwill acquired
366
378
Foreign exchange
(7
(13
(20
Balance at March 31, 2026:
7,676
3,259
10,935
Goodwill, net - March 31, 2026
6,765
2,897
Other Intangible Assets
The following table reflects changes in the net carrying amounts of the components of finite-lived intangible assets for the three months ended March 31, 2026:
Client relationships
Software
Trademark and trade name
Intangible assets, gross
3,239
750
1,041
5,059
Accumulated amortization
(2,710
(749
(430
(3,918
Intangible assets, net - December 31, 2025
611
Intangible assets acquired
132
53
185
3,349
5,217
(2,727
(746
(440
(3,942
Intangible assets, net - March 31, 2026
622
52
The weighted-average remaining life of amortizable intangible assets at March 31, 2026 was 10.7 years.
The table below reflects the future estimated amortization expense for amortizable intangible assets for the remainder of 2026 and for subsequent years:
141
172
2028
156
2029
133
2030
118
Thereafter
555
Note 8 — 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 10 — Fair Value Measurements and Investments and Note 16 — 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 March 31, 2026 and December 31, 2025 had total notional amounts of $170 million and $165 million, respectively, with a net fair value asset of less than $1 million and $3 million, respectively.
At March 31, 2026, the Company estimates, based on current exchange rates, there will be $1 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 March 31, 2026, 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 months ended March 31, 2026 and 2025 are below. Amounts pertaining to the ineffective portion of hedging instruments and those excluded from effectiveness testing were not material for the three months ended March 31, 2026 and 2025.
(Loss)/gain recognized in OCI (effective element)
Forward exchange contracts
Location of gain/(loss) reclassified from Accumulated OCL into income (effective element)
Gain/(loss) 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 March 31, 2026 and December 31, 2025, we had notional amounts of $1.0 billion and $739 million, respectively, with a net fair value liability of $9 million and a net fair value asset of $1 million, respectively. Such derivatives typically mature within three months.
Additionally, the Company has foreign exchange option derivatives to hedge against cash flow risk associated with its pending Cushon acquisition (see Note 3 — Acquisitions). These derivatives are not designated as hedging instruments, and at March 31, 2026 had a notional amount of $102 million, with a net fair value asset of less than $1 million. These derivatives will mature during the second quarter of 2026.
The effects of derivatives that have not been designated as hedging instruments on the condensed consolidated statements of comprehensive income for the three months ended March 31, 2026 and 2025 are as follows (see Note 15 — 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). The effect of the foreign exchange options on the condensed consolidated statements of comprehensive income was not material for the three months ended March 31, 2026.
(Loss)/gain recognized in income
Derivatives not designated as hedging instruments:
Location of (loss)/gainrecognized in income
Note 9 — 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
Delayed draw term loan
549
4.650% senior notes due 2027
748
4.500% senior notes due 2028
599
2.950% senior notes due 2029
725
4.550% senior notes due 2031
693
5.350% senior notes due 2033
743
5.150% senior notes due 2036
6.125% senior notes due 2043
272
5.050% senior notes due 2048
396
3.875% senior notes due 2049
5.900% senior notes due 2054
738
On January 7, 2026, the Company, together with Trinity Acquisition plc and Willis North America Inc. as borrowers (the ‘Borrowers’), entered into a $775 million delayed draw term loan (the ‘DDTL’). Drawings against the DDTL may be used (i) to finance a portion of the Newfront acquisition (see Note 3 — Acquisitions); (ii) to refinance certain outstanding indebtedness of the Company and its subsidiaries, and (iii) for working capital, capital expenditures, permitted acquisitions and general corporate purposes.
Amounts outstanding under the DDTL shall bear interest, at the Borrowers’ option, at a rate equal to (i) the term secured overnight financing rate plus an applicable margin of 0.625% to 1.250% (based upon the Company’s guaranteed senior-unsecured long-term debt rating) or (ii) the base rate plus an applicable margin of 0.00% to 0.250% (based upon the Company’s guaranteed senior-unsecured long-term debt rating). In addition, the Borrowers will pay a commitment fee in an amount equal to 0.055% to 0.140% (based upon the Company’s guaranteed senior-unsecured long-term debt rating) on the unused amount of commitments under the DDTL. Interest is payable no later than every three months and interest rates are reset on a one-, three- or six-month basis, at the election of the Company, but may be shorter or longer durations with consent of the lenders.
The DDTL may be drawn on up to four borrowings, each of which is subject to customary conditions, including, solely in the case of drawings that are not used to fund the Newfront acquisition, the accuracy and completeness in all material respects of all representations and warranties in the loan documentation and that no default under the DDTL shall exist, or would result from such borrowing or the application of the drawings thereof.
On March 16, 2026, the Company made the first borrowing under the DDTL for $550 million in relation to the repayment of the 4.400% senior notes due 2026. In accordance with the terms of the DDTL agreement, the maturity date for all borrowings is established as three years from the date of the first borrowing, or March 16, 2029.
Repayment of 4.400% Senior Notes due 2026
On March 16, 2026, the Company repaid in full the $550 million aggregate principal amount and related accrued interest of the 4.400% senior notes due 2026 ($562 million in total) using borrowings against the DDTL and cash on hand.
Covenant Compliance
At March 31, 2026 and December 31, 2025, we were in compliance with all financial covenants.
Note 10 — 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 March 31, 2026 and December 31, 2025:
Fair Value Measurements on a Recurring Basis atMarch 31, 2026
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
143
452
Commingled funds (i) (ii)
Hedge funds (i) (iii)
Derivatives:
Derivative financial instruments (iv)
Liabilities:
Contingent consideration:
Contingent consideration (v)
Other current liabilities and Other non-current liabilities
Fair Value Measurements on a Recurring Basis atDecember 31, 2025
145
The following table summarizes the change in fair value of the Level 3 liabilities:
Fair Value Measurements Using Significant Unobservable Inputs (Level 3)
Balance at December 31, 2025
Obligations assumed
Payments
Realized and unrealized losses (i)
Balance at March 31, 2026
There were no significant transfers to or from Level 3 in the three months ended March 31, 2026
Held-to-Maturity Securities
During the year ended December 31, 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 March 31, 2026 and December 31, 2025:
Carrying Value
Fair Value
Held-to-maturity securities:
Due in one year or less
Due in one year through five years
Due in greater than five years
6,075
5,618
The carrying values of our revolving credit facility and DDTL approximate their fair values. 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 as they are based on quoted market prices in active markets. The fair values of our respective senior notes are considered Level 2 financial instruments as they are corroborated by observable market data.
Note 11 — 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 Cost/(Credit) for Defined Benefit Pension Plans
The following table sets forth the components of net periodic benefit cost/(credit) for the Company’s defined benefit pension plans for the three months ended March 31, 2026 and 2025:
U.S.
U.K.
Service cost
Interest cost
30
36
Expected return on plan assets
(63
(47
(12
Settlements
Amortization of net loss
Amortization of prior service credit
Net periodic benefit cost/(credit)
Employer Contributions to Defined Benefit Pension Plans
The Company did not make any contributions to its U.S. plan during the three months ended March 31, 2026 and currently does not anticipate making contributions over the remainder of the fiscal year. The Company made contributions of less than $1 million to its U.K. plans for the three months ended March 31, 2026 and anticipates making additional contributions totaling $1 million for the remainder of the fiscal year. The Company made contributions of less than $1 million to its other plans for the three months ended March 31, 2026 and anticipates making additional contributions totaling $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 $40 million during the three months ended March 31, 2026 and 2025, respectively.
Note 12 — Leases
The following table presents lease costs recorded on our condensed consolidated statements of comprehensive income for the three months ended March 31, 2026 and 2025:
Operating lease cost
Variable lease cost
Sublease income
Total lease cost, net
The total lease costs are included in other operating expenses in our condensed consolidated statements of comprehensive income.
Note 13 — 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. 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 March 31, 2026, we have not incurred a material loss with respect to the indemnification of such third parties. In addition, as of March 31, 2026, 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 14 — Supplementary Information for Certain Balance Sheet Accounts for the amounts accrued at March 31, 2026 and December 31, 2025 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 14 — Supplementary Information for Certain Balance Sheet Accounts
Additional details of specific balance sheet accounts are detailed below.
Deferred revenue and accrued expenses consist of the following:
Accounts payable, accrued liabilities and deferred revenue
1,055
986
Accrued discretionary and incentive compensation
204
821
Accrued vacation
157
Accrued 401(k) contributions
61
Other employee-related liabilities
71
62
Total deferred revenue and accrued expenses
Other current liabilities consist of the following:
Dividends payable
115
Income taxes payable
78
104
Interest payable
50
Deferred compensation plan liabilities
Contingent and deferred consideration on acquisitions
Accrued retirement benefits
Payroll and other benefits-related liabilities
309
201
Other taxes payable
90
111
Derivatives
Third-party commissions
97
108
102
Total other current liabilities
Provision for liabilities consists of the following:
Claims, lawsuits and other proceedings
296
281
Other provisions
65
59
Total provision for liabilities
Note 15 — Other Income/(Loss), Net
Other income/(loss), net consists of the following:
Net periodic pension and postretirement benefit credits (i)
(75
Foreign exchange loss (ii)
Note 16 — 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 months ended March 31, 2026 and 2025. 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
Balance at December 31, 2025 and 2024, respectively
(608
(1,020
(2,236
(2,145
Other comprehensive (loss)/income before reclassifications
(62
92
(Gain)/loss reclassified from accumulated other comprehensive loss (net of income tax benefit of $8 and $6, respectively)
26
Net other comprehensive (loss)/income
Balance at March 31, 2026 and 2025, respectively
(670
(2,208
(2,034
Note 17 — Share-based Compensation
The compensation cost that has been recognized for the Company’s share-based compensation plans for the three months ended March 31, 2026 and 2025 was $42 million and $37 million, respectively. Of these amounts, the portion recognized within transaction and integration expenses on the condensed consolidated statements of comprehensive income was $9 million for the three months ended March 31, 2026 and was not material for the three months ended March 31, 2025.
During the three months ended March 31, 2026, a total of 212,000 shares were issued:
Additionally, as a result of the Newfront acquisition, 187,000 RSUs and 225,000 RSAs were granted, which includes the 199,000 shares referenced above. See Note 3 — Acquisitions for more information.
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 March 31, 2026 and 2025, there were approximately 834,000 and 685,000 restricted performance-based stock units outstanding, respectively, and approximately 477,000 and 270,000 restricted time-based stock units outstanding, respectively. In addition, at March 31, 2026, there were approximately 225,000 restricted stock awards outstanding. The Company had no time-based share options or performance-based share options outstanding at March 31, 2026 and 2025.
Basic and diluted earnings per share are as follows:
Net income attributable to WTW
Basic average number of shares outstanding
100
Dilutive effect of potentially issuable shares
Diluted average number of shares outstanding
96
101
(0.02
(0.01
There were no anti-dilutive restricted stock units or anti-dilutive options for the three months ended March 31, 2026 and 2025.
Note 19 — Supplemental Disclosures of Cash Flow Information
Supplemental disclosures regarding cash flow information are as follows:
Supplemental disclosures of cash flow information:
1,507
Fiduciary funds (included in fiduciary assets)
3,550
3,476
Total cash, cash equivalents and restricted cash
Decrease in cash, cash equivalents and other restricted cash
(1,260
(411
Increase in fiduciary funds
207
316
Supplemental disclosure of non-cash investing and financing activities:
Fair value of Newfront ordinary shares issued
Fair value of contingent consideration related to acquisition
27
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
Impact of Market Conditions on Our Business
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 advisory 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, at the time of filing this Quarterly Report, we are 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 various geographical economies which we serve around the world, insurance rate movements, and insurance and reinsurance buying patterns of our clients.
The markets for our advisory, 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 company with expertise in human resources or risk management 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 our current expectations.
With regard to the market for exchanges, we believe that clients base their decisions on a variety of factors that include the role of health care coverage in recruiting/retaining employees and transitioning employees to retirement, the availability of price competitive individual insurance policies, the array of coverage choices available through the exchange provider and its ability to deliver measurable cost savings for corporate clients, and to both execute efficiently and deliver high quality service. Since the individual insurance market for Medicare policies is well-established and a significant portion of corporate employers have already implemented an exchange for their Medicare retirees, growth in this population segment will be derived from public employers and educational and other not-for-profit institutions. This growth may be more episodic in nature. Growth in other population segments is likely to remain low unless a more competitive individual insurance market emerges for these segments.
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, changes in U.S. policies across a broad range of areas and the speed with which such changes are or may be implemented, and the geopolitical conflicts and tensions in Russia, Ukraine and the Middle East. 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 continuing dynamic tariff environment on our business (which we do not expect to be significant, so long as retaliatory actions do not extend to services), the global tariff landscape continues to shift rapidly, creating uncertainty for the business. This uncertainty may be exacerbated by U.S. legislation and other U.S. federal government actions, including the recent decision of the U.S. Supreme Court striking down tariffs imposed under the International Emergency Economic Powers Act. Additionally, indirect impacts from changes in tariffs and other legislative or regulatory developments, such as changes in consumer sentiment, trade relations, economic activity, disruption of U.S. federal government operations, willingness to do business with U.S.-listed firms, inflationary pressures and employee distraction, among others, could also negatively affect our business, operations and financial condition.
These general economic conditions, including inflation, stagflation, political volatility, supply chain disruptions, 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, 2026, 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)
%
60
)%
Interest in earnings of associates, net of tax
Consolidated Revenue
Revenue for the three months ended March 31, 2026 was $2.4 billion, compared to $2.2 billion for the three months ended March 31, 2025, an increase of $189 million, or 8%, on an as-reported basis. Adjusting for the impacts of foreign currency and acquisitions and disposals, our organic revenue growth was 3% for the three months ended March 31, 2026. For additional information, please see the section entitled ‘Segment Revenue and Segment Operating Income’ elsewhere within Part I, 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 March 31, 2026, currency translation increased our as-reported consolidated revenue by $100 million. The primary currencies driving this change were the Euro and Pound Sterling.
The following table details our top five markets based on the percentage of consolidated revenue (in U.S. dollars) from the countries where work was performed for the three months ended March 31, 2026. These figures do not represent the currency of the related revenue, which is presented in the next table.
Geographic Region
% of Revenue
France
Germany
Canada
The table below details the approximate percentage of our revenue and expenses by transactional currency for the three months ended March 31, 2026.
Transactional Currency
Expenses (i)
U.S. dollars
Pounds sterling
Euro
Other currencies
The following table sets forth the total revenue for the three months ended March 31, 2026 and 2025, and the components of the change in total revenue for the three months ended March 31, 2026, as compared to the prior-year period. The components of the revenue change may not add due to rounding.
Components of Revenue Change
As
Less:
Constant
Reported
Currency
Acquisitions/
Organic
Change
Impact
Divestitures
Change (i)
($ in millions)
8%
5%
4%
1%
3%
Definitions of Constant Currency Change and Organic Change are included under the section entitled ‘Non-GAAP Financial Measures’ elsewhere within Part I, 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, 2026.
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 and (ii) certain transaction and integration 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 (‘BD&O’), 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 March 31, 2026 and 2025, and the components of the change in revenue for the three months ended March 31, 2026 from the three months ended March 31, 2025.
9%
2%
HWC segment revenue for the three months ended March 31, 2026 and 2025 was $1.3 billion and $1.2 billion, respectively. Health delivered organic revenue growth driven by strong performance across international markets driven by new business wins and renewals. Wealth generated organic revenue growth supported by higher levels of retirement work across all regions, alongside growth in the Investments business. Career organic revenue declined as clients deferred discretionary work amid geopolitical uncertainty in the Middle East. Career also saw clients delaying projects with a moderation in advisory-related demand in North America, partially offset by growth outside North America. BD&O organic revenue declined modestly, as expanded projects and administration engagements in Outsourcing were offset by lower commissions in Individual Marketplace.
HWC segment operating income for the three months ended March 31, 2026 and 2025 was $346 million and $311 million, respectively. HWC segment operating income increased primarily due to improved operating leverage and expense discipline.
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 March 31, 2026 and 2025, and the components of the change in revenue for the three months ended March 31, 2026 from the three months ended March 31, 2025.
6%
R&B segment revenue for the three months ended March 31, 2026 and 2025 was $1.1 billion and $1.0 billion, respectively. Corporate Risk & Broking had organic revenue growth driven by new business activity and strong client retention globally. Insurance Consulting and Technology delivered organic revenue growth primarily from strong software sales in the Technology practice.
R&B segment operating income for the three months ended March 31, 2026 and 2025 was $252 million and $226 million, respectively. R&B segment operating income increased primarily due to expense discipline and the impact of foreign exchange.
Costs of Providing Services
Total costs of providing services for the three months ended March 31, 2026 were $2.0 billion, compared to $1.8 billion for the three months ended March 31, 2025, an increase of $173 million, or 10%. See the following discussion for further details.
Salaries and Benefits
Salaries and benefits for the three months ended March 31, 2026 were $1.4 billion, compared to $1.3 billion for the three months ended March 31, 2025, an increase of $110 million. The increase in the current year is primarily due to higher salary expense, driven by annual salary increases, and higher benefit costs, primarily increased medical expenses, for the current year.
Salaries and benefits, as a percentage of revenue, represented 59% and 60% for the three months ended March 31, 2026 and 2025, respectively.
Other Operating Expenses
Other operating expenses for the three months ended March 31, 2026 were $385 million, compared to $365 million for the three months ended March 31, 2025, an increase of $20 million. The increase was primarily due to higher professional services costs and increased local office expenses, partially offset by lower non-income-related tax expense for the current year as compared to the prior year.
Depreciation for the three months ended March 31, 2026 was $56 million, compared to $54 million for the three months ended March 31, 2025, an increase of $2 million. The year-over-year increase was due to a higher depreciable base of assets resulting from additional assets placed in service during 2026.
Amortization for both the three months ended March 31, 2026 and 2025 was $48 million. Our intangible amortization is generally more heavily weighted to the initial years of the useful lives of the related intangibles, and therefore amortization related to intangible assets will begin to increase over time as a result of our recent and proposed acquisitions.
Transaction and Integration Expenses
Transaction and integration expenses for the three months ended March 31, 2026 were $41 million and primarily included transaction-related costs and incremental share-based compensation attributable to our Newfront acquisition completed during the first quarter of 2026. See Note 3 — Acquisitions and Note 17 — Share-based Compensation for more information.
Income from Operations
Income from operations for the three months ended March 31, 2026 was $448 million, compared to $432 million for the three months ended March 31, 2025, an increase of $16 million. This increase resulted primarily from higher revenue in the current year, partially offset by increased salary expense and benefits costs, and higher transaction and integration expense in the current year, as compared to the prior year.
Interest Expense
Interest expense for the three months ended March 31, 2026 was $77 million, compared to $65 million for the three months ended March 31, 2025, an increase of $12 million. This increase was primarily due to new senior notes issued by the Company during the fourth quarter of 2025.
Other Income/(Loss), Net
Other income/(loss), net for the three months ended March 31, 2026 was income of $5 million, compared to a loss of $64 million for the three months ended March 31, 2025, an increase of $69 million. The increase was due primarily to higher pension income, which resulted from the absence of a significant non-recurring pension settlement cost recognized in the prior year.
Provision for Income Taxes
Provision for income taxes for the three months ended March 31, 2026 was $70 million, compared to $65 million for the three months ended March 31, 2025, an increase of $5 million. The effective tax rate was 18.6% for the three months ended March 31, 2026, and 21.5% for the three months ended March 31, 2025. 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 effective tax rate is lower primarily due to a discrete tax benefit in the U.K. related to deferred revenue.
Net Income Attributable to WTW
Net income attributable to WTW for the three months ended March 31, 2026 was $297 million, compared to $235 million for the three months ended March 31, 2025, an increase of $62 million. This increase resulted primarily from higher revenue in the current year and higher pension income, partially offset by increased salary expense and benefits costs, and higher transaction and integration expense in the current year as compared to the prior year.
Liquidity and Capital Resources
Executive Summary
Our principal sources of liquidity are funds generated by operating activities, available cash and cash equivalents, amounts available under our revolving credit facility and delayed draw term loan 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 the Company has access to sufficient liquidity to meet our cash needs 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 and $225 million available to draw against our recently-acquired $775 million delayed draw term loan (the ‘DDTL’). During the first quarter of 2026, we used the net proceeds from our December 2025 $1.0 billion senior notes offering, after deducting underwriter discounts and commissions and estimated offering expenses, to pay the consideration, and related fees, costs and expenses, for our acquisition of Newfront Insurance Holdings, Inc. (‘Newfront’), which was completed on January 27, 2026. In addition, we used borrowings against our DDTL, along with cash on hand, to repay in full the $550 million aggregate principal amount of the 4.400% senior notes due 2026 and related accrued interest (see Note 3 — Acquisitions and Note 9 — Debt within Part I, Item 1 ‘Financial Statements’ of this Quarterly Report on Form 10-Q).
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 first quarter of 2026, we repurchased $300 million of our outstanding shares and have authorization to repurchase an additional $992 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, for which we have been accruing estimates of the tax effects of such repatriation. Excluding these certain subsidiaries, the Company has not provided for deferred taxes on outside basis differences in our investments, as these outside basis differences can either be repatriated in a nontaxable manner or are considered permanently reinvested. 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 March 31, 2026 totaled $1.9 billion, compared to $3.1 billion at December 31, 2025. The significant change in cash from December 31, 2025 to March 31, 2026 was primarily due to cash outflows of $792 million associated with our Newfront acquisition, $300 million of share repurchases and $88 million of dividend payments.
Additionally, at March 31, 2026 and December 31, 2025, we had all of the borrowing capacity available to draw against our $1.5 billion revolving credit facility and $225 million available to draw against our recently-acquired $775 million DDTL.
Included within cash and cash equivalents at March 31, 2026 and December 31, 2025 are amounts held for regulatory capital adequacy requirements, including $85 million and $105 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 three months ended March 31, 2026 and 2025:
(in millions)
Net cash (used in)/from:
Operating activities
Investing activities
Financing activities
Cash Flows Used In Operating Activities
Cash flows used in operating activities were $10 million for the three months ended March 31, 2026, compared to cash flows used in operating activities of $35 million for the three months ended March 31, 2025. The $10 million of net cash used in operating activities for the three months ended March 31, 2026 included net income of $303 million and $157 million of favorable non-cash adjustments, partially offset by unfavorable changes in operating assets and liabilities of $470 million. The increase was primarily due to operating margin expansion and the abatement of remaining Transformation program cash outflows (this program was completed in December 2024), offset by increased transaction and integration expenses in the current year as compared to the prior year.
The $35 million of net cash used in operating activities for the three months ended March 31, 2025 included net income of $239 million and $238 million of favorable non-cash adjustments, partially offset by unfavorable changes in operating assets and liabilities of $512 million.
Cash Flows Used In Investing Activities
Cash flows used in investing activities for the three months ended March 31, 2026 were $840 million as compared to $84 million for the three months ended March 31, 2025. The cash flows used in investing activities in the current year were primarily driven by the acquisition of Newfront, as well as capital expenditures, including software additions, partially offset by the sales of available-for-sale securities. The cash flows used in investing activities in the prior year consisted primarily of capital expenditures, including software additions, and purchases of available-for-sale securities.
Cash Flows (Used In)/From Financing Activities
Cash flows used in financing activities for the three months ended March 31, 2026 were $203 million. The significant financing activities included repayments of debt of $551 million, share repurchases of $300 million and dividend payments of $88 million, partially offset by borrowings of other debt of $549 million and net proceeds from fiduciary funds held for clients of $192 million.
34
Cash flows from financing activities for the three months ended March 31, 2025 were $24 million. The significant financing activities included net proceeds from fiduciary funds held for clients of $315 million, partially offset by share repurchases of $200 million and dividend payments of $88 million.
Indebtedness
Total debt, total equity, and the capitalization ratios at March 31, 2026 and December 31, 2025 were as follows:
Total debt
6,306
Capitalization ratio
44.1
44.2
For more information regarding our current and long-term debt, please see ‘Supplemental Guarantor Financial Information’ elsewhere within Part I, 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 March 31, 2026 and December 31, 2025, we had fiduciary funds of $4.0 billion and $3.8 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 September 16, 2025, the board of directors approved a $1.5 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 $11.7 billion.
At March 31, 2026, approximately $992 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 March 31, 2026 of $290.70 was 3,411,739.
During the three months ended March 31, 2026, the Company had the following share repurchase activity:
Three Months EndedMarch 31, 2026
1,014,334
Average price per share
$295.73
Aggregate repurchase cost (excluding broker costs)
$300 million
Capital Commitments
The Company’s capital expenditures for fixed assets and software were $55 million during the three months ended March 31, 2026. The Company estimates that there will be additional such expenditures in the range of $170 million to $195 million during the remainder of 2026. 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, 2025.
Dividends
Total cash dividends of $88 million were paid during the three months ended March 31, 2026. In February 2026, the board of directors approved a quarterly cash dividend of $0.96 per share ($3.84 per share annualized rate), which was paid on April 15, 2026 to shareholders of record as of March 31, 2026.
Supplemental Guarantor Financial Information
As of March 31, 2026, 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 March 31, 2026. These subsidiaries are all consolidated by Willis Towers Watson plc (the ‘parent company’) and together with the parent company comprise the ‘Obligor group’.
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 March 31, 2026 and December 31, 2025, 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 March 31, 2026 and December 31, 2025, the intercompany balances of the Obligor group with non-guarantor subsidiaries were net receivables of $1.8 billion and $1.9 billion, respectively, and net payables of $17.1 billion and $16.3 billion, respectively.
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 March 31, 2026
As of December 31, 2025
405
398
1,888
1,931
8,085
7,733
15,646
15,068
Three months endedMarch 31, 2026
626
532
Income from operations before income taxes and interest in earnings of associates (i)
253
292
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
Net cash from operating activities
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.
A reconciliation of the as-reported change to the constant currency and organic changes for the three months ended March 31, 2026 from the three months ended March 31, 2025 is as follows. The components of revenue change may not add due to rounding.
For the three months ended March 31, 2026, our as-reported revenue increased by $189 million, or 8% and our organic revenue grew by 3%. For additional information, please see the section entitled ‘Segment Revenue and Segment Operating Income’ elsewhere within Part I, 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, transaction and integration expenses 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 months ended March 31, 2026 and 2025 are as follows:
Adjusted for certain items:
Adjusted operating income
480
Income from operations margin
18.6
19.4
Adjusted operating income margin
22.3
21.6
Adjusted operating income increased for the three months ended March 31, 2026 to $537 million, from $480 million for the three months ended March 31, 2025. This increase resulted primarily from higher revenue in the current year, partially offset by higher salary expense and benefits costs in the current year as compared to the prior year.
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, transaction and integration expenses, 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 months ended March 31, 2026 and 2025 are as follows:
70
Net periodic pension and postretirement benefits
Adjusted EBITDA
589
Net income margin
12.6
10.8
Adjusted EBITDA margin
24.4
23.9
Adjusted EBITDA for the three months ended March 31, 2026 was $589 million, compared to $532 million for the three months ended March 31, 2025. This increase resulted primarily from higher revenue in the current year, partially offset by higher salary expense and benefits costs in the current year as compared to the prior year.
Adjusted Net Income and Adjusted Diluted Earnings Per Share
Adjusted net income is defined as net income attributable to WTW adjusted for amortization, transaction and integration expenses, gains and losses on disposals of operations, net periodic pension and postretirement benefits, and non-recurring items that, in management’s judgment, significantly affect the period-over-period assessment of operating results and the related tax effect of those adjustments and the tax effects of significant adjustments. 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 months ended March 31, 2026 and 2025 are as follows:
Tax effect on certain items listed above (i)
357
Weighted-average ordinary shares — diluted
Adjusted for certain items (ii) :
0.50
0.48
0.43
(0.06
0.74
(0.14
(0.24
(0.28
3.72
3.13
Our adjusted diluted earnings per share increased for the three months ended March 31, 2026 as compared to the prior year due in part to a lower weighted-average outstanding share count due to our share repurchase activity over the last year, however primarily resulted from higher revenue in the current year, partially offset by higher salary expense and benefits costs in the current year as compared to the prior year.
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, transaction and integration expenses, 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, transaction and integration expenses, 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 months ended March 31, 2026 and 2025 are as follows:
459
412
Adjusted income taxes
U.S. GAAP tax rate
21.5
Adjusted income tax rate
20.3
22.7
Our U.S. GAAP tax rates were 18.6% and 21.5% for the three months ended March 31, 2026 and 2025, respectively, and our adjusted income tax rates were 20.3% and 22.7% for the three months ended March 31, 2026 and 2025, respectively. The current-year effective tax rates are lower primarily due to a discrete tax benefit in the U.K. related to deferred revenue.
Free Cash Flow
Free cash flow is defined as cash flows from/(used in) operating activities less cash used to purchase fixed assets and software. Management believes that free cash flow presents the core operating performance and cash generating capabilities of our business operations.
Reconciliations of cash flows used in operating activities to free cash flow for the three months ended March 31, 2026 and 2025 are as follows:
Cash flows used in operating activities
Less: Additions to fixed assets and software
(86
The increase was primarily due to operating margin expansion and the abatement of remaining Transformation program cash outflows (this program was completed in December 2024), offset by increased transaction and integration expenses in the current year as compared to the prior year.
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, 2025, filed with the SEC on February 25, 2026.
ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
We have considered changes in our exposure to market risks during the three months ended March 31, 2026 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, 2025, filed with the SEC on February 25, 2026. 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 most major currencies continued to decrease in 2025 from end-of-2024 levels, with many central banks reducing rates throughout the period. Our interest income in 2025 reflected a combination of lower average interest rates over the course of 2025 offset with some increases in our invested cash balances. Through the first quarter of 2026, short-term rates have remained in line with expectations. 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 $39 million for the three months ended March 31, 2026 and 2025, respectively. At March 31, 2026, we held $2.9 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 March 31, 2026, 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 March 31, 2026 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.
44
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 13 — Commitments and Contingencies - Legal Proceedings of the notes to the condensed consolidated financial statements in this Form 10-Q for the quarter ended March 31, 2026.
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, 2026. We urge you to read the risk factors contained therein.
ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS
Unregistered Sales of Equity Securities
On March 31, 2026, in connection with the acquisition of Newfront, the Company issued an aggregate of 199,028 ordinary shares, subject to vesting and transfer restrictions, to trusts established by certain key employees of Newfront. The securities were issued without registration in reliance on Section 4(a)(2) of the Securities Act as a sale by the Company not involving a public offering.
(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 first quarter of 2026 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
January 1, 2026 through January 31, 2026
24,885
325.39
4,401,188
February 1, 2026 through February 28, 2026
601,945
295.84
3,799,243
March 1, 2026 through March 31, 2026
387,504
293.64
3,411,739
295.73
At March 31, 2026 the maximum number of shares that may yet be purchased under the existing share repurchase plan is 3,411,739, with approximately $992 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 March 31, 2026 of $290.70.
ITEM 3. DEFAULTS UPON SENIOR SECURITIES
None.
ITEM 4. MINE SAFETY DISCLOSURES
Not applicable.
ITEM 5. OTHER INFORMATION
Rule 10b5-1 Trading Arrangements
During the quarter ended March 31, 2026, 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†
Willis Towers Watson Public Limited Company 2012 Equity Incentive Plan (as amended and restated March 31, 2026).
X
10.2†
Form of 2026 Time-Based Restricted Share Unit Award Agreement for Executive Officers under the Willis Towers Watson 2012 Equity Incentive Plan, as Amended and Restated.
10.3†
Form of 2026 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.
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
April 30, 2026
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