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WTW · Willis Towers Watson

28 filings

10-K

WTW 10-K Annual Reports

Willis Towers Watson - 28 annual reports

Filing record · 2016–202610-K1210-Q338-K148

2025
Willis Towers Watson Annual Report, Year Ended Dec 31, 2025
Willis Towers Watson plc (WTW) reported 2025 revenue of $9.71 billion, down from $9.93 billion in 2024, a decrease of $222 million or 2% on an as-reported basis; organic revenue growth was 5%, with the decline driven primarily by the December 31, 2024 sale of TRANZACT. Income from operations rose to $2.23 billion from $627 million, reflecting the absence of the prior-year $1.04 billion goodwill impairment. Net income attributable to WTW was $1.61 billion, or diluted EPS of $16.26, compared with a net loss of $98 million in 2024. Adjusted operating income was $2.45 billion (25.2% margin) and adjusted EBITDA was $2.64 billion (27.2% margin), with adjusted diluted EPS of $17.08 versus $16.29 in the prior year. Cash generation strengthened: net cash from operating activities was $1.78 billion and free cash flow was $1.55 billion (15.9% margin), versus $1.27 billion in 2024. The company repurchased $1.6 billion of shares and paid $358 million in dividends, and it received a $750 million earnout tied to the 2021 Willis Re sale. Total debt was $6.31 billion at year-end, and the company reported $3.13 billion of cash and equivalents. Subsequent to year-end, WTW completed the Newfront Insurance acquisition on January 27, 2026, and entered into a $775 million delayed draw term loan; the planned Cushon acquisition is expected to close in the first half of 2026. Management notes that the company is currently seeing a softening insurance pricing market, which can pressure commission revenue. The filing also highlights risks from AI-driven competitive and demand shifts, cybersecurity incidents, pension liabilities, sanctions, and Pillar Two global minimum tax developments. Management concluded that internal control over financial reporting was effective as of December 31, 2025, and Deloitte & Touche LLP issued an unqualified opinion.
Feb 25, 2026
2024
Willis Towers Watson Annual Report, Year Ended Dec 31, 2024
Willis Towers Watson plc (WTW) reported total revenue of $9.93 billion for 2024, up from $9.48 billion in 2023, an increase of $447 million or 5%, with organic revenue growth also at 5%. The company recorded a net loss attributable to WTW of $98 million, compared with net income of $1.06 billion in 2023, driven primarily by a $1.04 billion goodwill impairment and a $337 million loss on disposal, both associated with the December 31, 2024 sale of its TRANZACT business. Income from operations fell to $627 million from $1.37 billion, while adjusted operating income rose to $2.38 billion (23.9% margin) from $2.08 billion, and adjusted EBITDA rose to $2.71 billion (27.3% margin) from $2.43 billion. Cash flow from operating activities was $1.51 billion, and free cash flow was $1.38 billion, or 13.9% of revenue. The company repurchased $901 million of shares and paid $354 million in dividends, and it declared a quarterly dividend of $0.92 per share in February 2025. Total debt was $5.31 billion at year-end, and the company completed a $750 million 5.900% senior notes offering due 2054 to refinance $650 million of 2024 maturities. Management also cited a $750 million earnout from the 2021 Willis Re divestiture expected to be received in the first half of 2025, and concluded a three-year Transformation program with cumulative costs of $1.115 billion. The company describes itself as a leading global advisory, broking and solutions firm organized into two segments: Health, Wealth & Career (59% of segment revenue) and Risk & Broking (41%). Segment operating income was $1.72 billion for HWC and $958 million for R&B. Risk factors highlighted by the filing include the profitability of its strategy, cybersecurity and data privacy exposure, pension liabilities, sanctions, and E&O claims, and the filing notes that none of the identified cybersecurity incidents has been material to date.
Feb 25, 2025
2023
Willis Towers Watson Annual Report, Year Ended Dec 31, 2023
WTW (Willis Towers Watson Public Limited Company) reported revenue of $9.48 billion for 2023, up from $8.87 billion in 2022, an increase of $617 million or 7% as reported and 8% organically. Income from operations rose to $1.37 billion from $1.18 billion, and net income attributable to WTW was $1.06 billion versus $1.01 billion. Diluted earnings per share from continuing operations were $9.95, compared with $9.34 in 2022. Adjusted EBITDA was $2.43 billion, with an adjusted EBITDA margin of 25.6%. Results were driven by strong performances in both the Health, Wealth & Career and Risk & Broking segments, partially offset by higher salary and incentive costs and increased Transformation program spending of $386 million in transaction and transformation costs. Cash flow strengthened, with net cash from operating activities of $1.35 billion and free cash flow of $1.19 billion. The company repurchased $1.0 billion of shares in 2023, leaving about $1.3 billion of remaining authorization, and paid $352 million in dividends. Total debt was $5.2 billion at year-end, and the company reported interest expense of $235 million. Shareholders' equity declined to $9.52 billion, reflecting share repurchases and a $408 million pension-related other comprehensive loss. The filing also highlights ongoing risks: the Transformation program, now expected to generate annual cost savings above $425 million by the end of 2024, carries a total investment of $1.125 billion. The company faces exposure to inflation, geopolitical conflicts, regulatory changes affecting its Medicare and health insurance businesses, and litigation related to errors and omissions claims. Management concluded that internal control over financial reporting was effective as of December 31, 2023.
Feb 22, 2024
2022
Willis Towers Watson Annual Report, Year Ended Dec 31, 2022
Willis Towers Watson plc (WTW) reported full-year 2022 revenue of $8.87 billion, down 1% as reported from $9.00 billion in 2021, driven primarily by unfavorable foreign currency movement; organic revenue grew 4%. Income from operations fell to $1.18 billion from $2.20 billion, largely because 2021 included a $1 billion income receipt from the terminated Aon transaction. Net income attributable to WTW was $1.01 billion, compared with $4.22 billion in 2021, which included the gain on the Willis Re divestiture to Gallagher. Adjusted EBITDA was $2.39 billion, roughly flat year over year, with adjusted EBITDA margin of 26.9%. The company completed the sale of Willis Re to Arthur J. Gallagher & Co. and transferred its Russian subsidiaries to local management, which the filing says will cost approximately $120 million of annualized revenue and lost high-margin profits. WTW reorganized into two segments, Health, Wealth & Career (about 60% of segment revenue) and Risk & Broking (about 40%), and launched a three-year Transformation program with a total investment of $900 million and annual cost savings expected to exceed $360 million by the end of 2024. Shareholder returns were significant: the company repurchased $3.5 billion of shares in 2022, leaving approximately $1.3 billion of authorization, and cash and cash equivalents fell to $1.26 billion from $4.49 billion. Total debt was $4.72 billion at year-end, against $1.5 billion of undrawn revolving credit capacity. The filing notes operating cash flow of $812 million and free cash flow of $674 million, both lower than 2021 due to the prior-year Aon receipt and the loss of Willis Re cash generation. The company reports effective internal control over financial reporting, and Deloitte & Touche LLP issued an unqualified audit opinion.
Feb 24, 2023
2021
Willis Towers Watson Annual Report, Year Ended Dec 31, 2021
Willis Towers Watson (WTW) reported 2021 revenue of $8.998 billion, up 4% from $8.615 billion as reported and up 6% on an organic basis. Results were heavily affected by non-recurring items: net income attributable to WTW was $4.222 billion, versus $996 million in 2020, driven largely by the $2.080 billion of income from discontinued operations (including a preliminary $2.3 billion pre-tax gain on the sale of the Willis Re treaty-reinsurance business to Gallagher) and a $1 billion termination receipt from Aon. Income from operations was $2.202 billion, and adjusted operating income was $1.791 billion, or 19.9% of revenue. Diluted EPS was $32.78, while diluted EPS from continuing operations was $16.63. The company has reorganized into two segments effective January 1, 2022: Health, Wealth and Career and Risk and Broking. Cash and cash equivalents rose to $4.486 billion at year-end 2021, from $2.039 billion, supported by operating cash flow of $2.061 billion and free cash flow of $1.913 billion. Total debt declined to $4.587 billion from $5.635 billion, and the company repurchased $1.627 billion of shares during the year, with approximately $3.9 billion of repurchase authority remaining. The filing also discloses a three-year Transformation program targeting about $300 million of annual cost savings by the end of 2024 on a total investment of $750 million. Risks highlighted include elevated employee attrition (voluntary turnover of 15.2% in 2021 versus 8.7% in 2020), COVID-19 and inflation pressures on costs, errors-and-omissions and regulatory exposure, Brexit, and ongoing civil investigations into alleged exchanges of commercially sensitive information in aviation and aerospace broking. Management noted that the Corporate Risk and Broking segment's near-term growth was expected to be meaningfully slower than competitors' following colleague departures.
Feb 24, 2022
2020
Willis Towers Watson Annual Report, Year Ended Dec 31, 2020
Willis Towers Watson reported 2020 revenue of $9.35 billion, up from $9.04 billion in 2019, with organic revenue growth of 2%. Income from operations fell to $1.18 billion from $1.33 billion, mainly reflecting higher salaries and benefits, transaction and integration expenses, and an additional depreciation charge tied to an abandoned software asset. Net income attributable to Willis Towers Watson was $996 million, or $7.65 diluted EPS, versus $1.04 billion and $8.02 a year earlier. Adjusted diluted EPS rose to $11.70 from $10.96, and adjusted EBITDA reached $2.47 billion. The company reported that the COVID-19 pandemic negatively affected revenue growth, mainly in discretionary businesses, and expects that impact to continue through much of 2021. The dominant event for investors is the pending combination with Aon plc announced March 9, 2020. Under the agreement each WTW shareholder receives 1.08 Aon ordinary shares per WTW share, with existing Aon holders expected to own about 63% and existing WTW holders about 37% of the combined company. Shareholders of both companies approved the deal on August 26, 2020. The filing says antitrust review remains ongoing and the parties expect closing in the first half of 2021, subject to regulatory approvals. Balance sheet and cash flow were strong during the year. Cash and cash equivalents were $2.1 billion at year-end, and operating cash flow was $1.77 billion. Free cash flow was $1.55 billion, and total debt was $5.6 billion. The company paid $346 million in dividends and made no share repurchases during 2020 because of Aon transaction restrictions. Pending divestiture of the Miller business, expected to close in the first quarter of 2021 for total consideration of GBP 591 million ($808 million), and the $90 million Merger-related securities settlement (with $75 million and $15 million for the federal and Delaware actions) are also notable.
Feb 23, 2021
2019
Willis Towers Watson Annual Report, Year Ended Dec 31, 2019
Willis Towers Watson reported 2019 revenue of $9.04 billion, up 6% as reported and 5% organic, with the growth driven by strong performances in all segments and by TRANZACT, which contributed $245 million of revenue after its July 30, 2019 acquisition for $1.3 billion in cash. Income from operations rose to $1.33 billion from $809 million, and net income attributable to Willis Towers Watson was $1.04 billion, or $8.02 diluted EPS, compared with $5.27 in 2018. Adjusted operating income rose to $1.83 billion (20.3% margin) and adjusted EBITDA to $2.30 billion (25.4% margin), as reported in the filing's non-GAAP reconciliations. Cash generation was weaker. Operating cash flow fell to $1.08 billion from $1.29 billion, mainly due to unfavorable working capital changes, particularly in accounts receivable, and TRANZACT's negative cash flows. Free cash flow was $835 million versus $1.02 billion. Total debt rose to $5.62 billion, funded partly by a $1.1 billion one-year term loan used for the TRANZACT acquisition, and the capitalization ratio was 35.4%. The company repurchased $150 million of shares in 2019, paid $329 million in dividends, and on February 26, 2020 approved a $251 million increase to its repurchase authorization, bringing the total remaining to $500 million, along with a quarterly dividend of $0.68 per share. The filing also highlights ongoing risks. These include Brexit (about 21% of revenue is generated in the U.K.), a $120 million Stanford Financial Group settlement that is payable once no further appeal remains, ongoing competition-related investigations in aviation broking, regulatory and Healthcare Reform uncertainty affecting the Benefits Delivery and Administration segment, and pension liabilities. The company reported approximately 46,600 employees.
Feb 26, 2020
2018
Willis Towers Watson Annual Report, Year Ended Dec 31, 2018
Willis Towers Watson plc reported 2018 revenue of $8.513 billion, up from $8.202 billion in 2017, with an increase of $311 million or 4%. Income from operations rose to $809 million from $516 million, and net income attributable to Willis Towers Watson was $695 million, or $5.27 diluted earnings per share, compared with $568 million and $4.18 in 2017. Management attributes the growth to strong performance across all four segments. The company adopted ASC 606 on January 1, 2018 using the modified retrospective method; the filing states that this reduced 2018 operating income by $98 million and net income by $80 million, and that without it, adjusted diluted earnings per share would have been $10.33 versus $9.73 as reported. Cash flow from operations was $1.288 billion in 2018 versus $862 million in 2017, and free cash flow was $1.020 billion. The company repurchased $602 million of shares and paid $306 million in dividends. Total debt was $4.575 billion at year-end, and the board approved a quarterly dividend of $0.65 per share on February 27, 2019. Total cash and cash equivalents were $1.033 billion, and $1.1 billion was available under the $1.25 billion revolving credit facility. Key risks highlighted in the filing include the U.K.'s planned exit from the European Union (Brexit), with 23% of revenue generated in the U.K., regulatory and antitrust investigations in aviation broking, and the Stanford Financial Group litigation, for which a $120 million settlement is pending appeal. The filing also notes pension liabilities, a $4.6 billion debt load, and a U.S. Tax Reform effect on the company's effective tax rate of 16.0% for 2018.
Feb 27, 2019
2017-A
Willis Towers Watson Annual Report (Amendment), Year Ended Dec 31, 2017
Willis Towers Watson Public Limited Company filed this Amendment No. 1 on Form 10-K/A to amend its Annual Report for the year ended December 31, 2017, originally filed February 28, 2018. The amendment adds a paragraph to Deloitte & Touche LLP's audit opinion describing procedures on the 2017 segment structure changes and the retrospective adoption of ASU 2016-09. It also includes new principal executive and financial officer certifications, updated XBRL based on the 2017 taxonomy, and new auditor consents. The filing states that no other changes were made to the original filing. The amended financial statements show total revenues of $8,202 million for 2017, up from $7,887 million in 2016, and income from operations of $738 million, up from $551 million. Net income attributable to Willis Towers Watson was $568 million, compared with $420 million in 2016, and diluted earnings per share were $4.18, compared with $3.04. Net cash from operating activities was $862 million, versus $933 million in 2016. Cash and cash equivalents were $1,030 million at year-end, and total assets were $32,458 million. Long-term debt was $4,450 million, and the company repurchased shares for $532 million. The filing also highlights several contingencies and items affecting results. These include a $120 million Stanford-related settlement payment that will not be made until the appeals are resolved, a $40 million Houston pension-advice settlement subject to documentation and city council approval, and ongoing U.K. Competition & Markets Authority, European Commission and FCA investigations for which no loss estimate is provided. U.S. Tax Reform produced a provisional net income tax benefit of $204 million in 2017.
Jun 6, 2018
2017
Willis Towers Watson Annual Report, Year Ended Dec 31, 2017
Willis Towers Watson plc reported total revenues of $8.2 billion for 2017, up 4% from $7.9 billion in 2016, with growth in all four segments. Income from operations rose to $738 million from $551 million, and net income attributable to Willis Towers Watson was $568 million, or $4.18 diluted earnings per share, compared with $420 million and $3.04 in 2016. Adjusted operating income increased to $1.8 billion and adjusted diluted earnings per share reached $8.51, versus $7.96 in 2016, with management citing revenue growth across all segments partly offset by higher salary and benefits costs. The company's balance sheet grew, with total assets of $32.5 billion and total debt of $4.5 billion at December 31, 2017, versus $3.9 billion a year earlier. Cash flow from operations was $862 million and free cash flow was $562 million, down from $715 million in 2016, reflecting higher capital expenditures and discretionary compensation payments. The company repurchased $532 million of shares, paid $277 million in dividends, and on February 23, 2018 approved a quarterly dividend of $0.60 per share and a $400 million increase to its share repurchase program. The filing also highlights ongoing legal and regulatory matters, including the Stanford litigation settlement of $120 million pending appeal, a $40 million settlement in principle with the City of Houston, a European Commission civil investigation into aerospace broking, a U.K. Competition & Markets Authority investment consulting investigation, and an FCA wholesale insurance broker market study. The company stated it could not estimate reasonably possible losses for several of these matters. The 2017 U.S. Tax Reform produced a provisional net income tax benefit of $204 million.
Feb 28, 2018
2016
Willis Towers Watson Annual Report, Year Ended Dec 31, 2016
Willis Towers Watson's 2016 Form 10-K, filed March 1, 2017, reports total revenues of $7.89 billion for the year ended December 31, 2016, up from $3.83 billion in 2015, driven by the Merger with Towers Watson completed January 4, 2016 and the acquisition of Gras Savoye. Net income attributable to Willis Towers Watson was $420 million, compared with $373 million in 2015, and diluted earnings per share were $3.04. Income from operations was $551 million, which includes $591 million of amortization, $193 million of restructuring costs, and $177 million of transaction and integration expenses. The company reports Adjusted Operating Income of $1.62 billion and Adjusted EBITDA of $1.77 billion, and Adjusted Diluted EPS of $7.96 on a non-GAAP basis. The company now reports four segments: Human Capital and Benefits (41% of revenues), Corporate Risk and Broking (32%), Investment, Risk and Reinsurance (19%), and Exchange Solutions (8%). Cash flow from operations was $920 million, and free cash flow was $702 million. Total debt was $3.87 billion at year-end, and the company repurchased $396 million of shares during 2016. The board approved a quarterly dividend of $0.53 per share, and an additional $1 billion share repurchase authorization was announced in November 2016. The filing also discloses material legal matters, including the Stanford Financial Group litigation, for which a $120 million settlement in principle was reached and is subject to court approval, and a $50 million increase to the litigation provision in 2016. Other matters include the City of Houston suit and the Meriter Health Services claim seeking about $190 million. In addition, the filing notes that a $103 million tax benefit recorded in Q4 2016 corrected an immaterial error, which changed reported diluted EPS for the year from $2.26 to $3.04.
Mar 1, 2017
2015
Willis Towers Watson Annual Report, Year Ended Dec 31, 2015
Willis Towers Watson's first Form 10-K, filed after the January 4, 2016 merger with Towers Watson, reports results of Legacy Willis only, since Legacy Towers Watson results are not presented. Legacy Willis reported 2015 total revenues of $3,829 million, up $27 million or 0.7 percent, with commissions and fees of $3,809 million. Operating income fell to $427 million from $647 million, and operating margin dropped to 11.2 percent from 17.0 percent, reflecting $126 million of Operational Improvement Program restructuring costs, $84 million of M&A transaction-related costs, and a $70 million litigation provision for the Stanford matters. Net income attributable to Willis Towers Watson was $373 million, or $5.41 per diluted share, versus $362 million, or $5.32, in 2014. Underlying operating margin was 18.5 percent and organic operating margin 19.5 percent, both non-GAAP measures the company presents. The company describes itself as a leading global advisory, broking and solutions company with approximately 39,000 employees in more than 120 countries, and it will report under four integrated segments from April 1, 2016. Liquidity is supported by $532 million of cash, $467 million drawn on revolving facilities, and a $592 million one-year term loan used to fund the Gras Savoye acquisition. The filing notes approximately $988 million of debt maturing in 2016 and that the company is considering restructuring its debt with $1.5 billion to $2.0 billion of market financing. Key risks disclosed include soft insurance pricing cycles, the Stanford litigation, the City of Houston and British Coal Staff Superannuation Scheme claims, Merger integration, and Irish tax and inversion-rule uncertainty. Pro forma results including Towers Watson show 2015 revenues of $7,486 million and net income of $633 million.
Feb 29, 2016
2014
Willis Towers Watson Annual Report, Year Ended Dec 31, 2014
Willis Group Holdings plc, one of the largest insurance brokers in the world, reported 2014 total revenues of $3.80 billion, up $147 million or 4.0 percent from 2013, with commissions and fees of $3,767 million growing 3.7 percent. Net income attributable to Willis Group Holdings was $362 million, or $2.00 per diluted share, compared with $365 million, or $2.04 per diluted share, in 2013. Operating margin fell to 17.0 percent from 18.1 percent, while underlying operating margin was 18.0 percent and organic commissions and fees grew 3.8 percent. Management attributed the growth primarily to the International segment, which grew commissions and fees 9.7 percent, and cited softening reinsurance rates across most classes of business as a continuing headwind. The company launched a multi-year Operational Improvement Program in April 2014, expected to be complete by the end of 2017, targeting cumulative cost savings of at least $420 million and annual savings of approximately $300 million from 2018. Program spend was $36 million in 2014, with about $130 million expected in 2015. Liquidity remained solid, with cash and cash equivalents of $635 million, $1,222 million available under revolving credit facilities, and total debt of $2,309 million. Cash flow from operations declined to $477 million from $561 million, and the company repurchased 5,050,000 shares for $213 million in 2014, with plans to buy back about $175 million in 2015. The quarterly dividend was raised to $0.31 per share in February 2015. Key risks highlighted include soft insurance pricing, intense competition from Marsh & McLennan and Aon, the Stanford Financial Group litigation (with claims in the Troice and Janvey actions seeking damages in excess of $1 billion), UK pension funding obligations, and foreign exchange exposure, since London market revenues are earned in multiple currencies while expenses are almost entirely in pounds sterling.
Feb 24, 2015
2013-A
Willis Towers Watson Annual Report (Amendment), Year Ended Dec 31, 2013
This Amendment No. 1 to Willis Group Holdings plc's Form 10-K for fiscal year 2013 was filed solely to add Part III information (Items 10 through 14) that the Original Form 10-K, filed February 27, 2014, had omitted under General Instruction G(3). The filing states that the Company does not intend to file a definitive proxy statement within the 120-day period, so the governance, executive compensation, beneficial ownership, related-party and auditor-fee disclosures are provided here. It does not modify the financial disclosures in the Original Form 10-K. The Part III content describes a Board of twelve directors and nominees, with Dominic Casserley serving as CEO since January 7, 2013, and James F. McCann as non-executive Chairman. Adjusted EBITDA was $874 million in 2013, down $16 million from $890 million in 2012. Reported commissions and fees grew 5.1% and organic commissions and fees grew 4.9%. Cash flow from operating activities was $561 million, and cash on hand was $796 million at December 31, 2013. The filing states that approximately 89% of votes cast supported the 2013 say-on-pay proposal. Compensation disclosures show Mr. Casserley's 2013 total compensation of $8,931,395, and the Compensation Committee reduced the new CEO's total target pay by over 25% relative to former Group CEO Joseph Plumeri. The filing reports that Deloitte LLP billed total fees of $7,748 thousand for 2013, compared with $8,319 thousand for 2012. ValueAct Capital is disclosed as a 5% beneficial owner with 10.29% of shares, and the filing states that no related-person transactions required disclosure under Item 404 of Regulation S-K for 2013.
Apr 30, 2014
2013
Willis Towers Watson Annual Report, Year Ended Dec 31, 2013
Willis Group Holdings plc, one of the largest insurance brokers in the world, reported total revenues of $3,655 million for 2013, up $175 million, or 5.0 percent, from 2012, with organic growth in commissions and fees of 4.9 percent. Operating income rebounded to $685 million from a loss of $209 million in 2012, which had included a $492 million non-cash goodwill impairment charge in North America, a $200 million write-off of cash retention awards, and a $252 million accrual for 2012 cash bonuses. Net income attributable to Willis Group Holdings was $365 million, or $2.04 per diluted share, compared with a loss of $446 million, or $2.58 per diluted share, in 2012. Adjusted operating margin was 20.0 percent in 2013, down 160 basis points from 2012, and adjusted earnings per diluted share from continuing operations were $2.64 versus $2.58. The company's balance sheet showed total debt of $2,326 million at year-end 2013, cash and cash equivalents of $796 million, and stockholders' equity of $2,215 million. During 2013 it issued $250 million of 4.625% senior notes due 2023 and $275 million of 6.125% senior notes due 2043, and used the proceeds to repurchase $202 million of 5.625% notes due 2015, $206 million of 6.200% notes due 2017 and $113 million of 7.000% notes due 2019. The company also recorded a $60 million loss on extinguishment of debt and a $46 million Expense Reduction Initiative charge. In February 2014 it declared a quarterly dividend of $0.30 per share, and it intends to repurchase $200 million of shares in 2014 to offset dilution from option exercises. Management cited a softening reinsurance market and continued price pressure as challenges. The company said it has not accepted contingent commissions from carriers outside its Human Capital practice, which it describes as a stance that could put it at a competitive disadvantage. Pension contributions, the Stanford Financial Group litigation, and the sensitivity of commission revenue to premium rates are highlighted as ongoing risks.
Feb 27, 2014
2012-A
Willis Towers Watson Annual Report (Amendment), Year Ended Dec 31, 2012
This Amendment No. 1 to the Form 10-K for fiscal year 2012 of Willis Group Holdings plc was filed solely to add Part III information (Items 10 through 14) that the company had omitted from its original 10-K filed February 28, 2013, under General Instruction G(3). The filing states that the company does not intend to file a definitive proxy statement within the 120-day window, so this amendment supplies the director, executive compensation, beneficial ownership, related-party and auditor fee disclosures. It does not update other disclosures in the original report. The governance disclosures show a leadership transition. Dominic Casserley became Chief Executive Officer on January 7, 2013, succeeding Joseph Plumeri, who resigned as CEO on January 6, 2013 and will retire as Chairman on July 7, 2013. James McCann is set to succeed Plumeri as non-executive Chairman, and Jeffrey W. Ubben, founder and CEO of ValueAct Capital, is nominated for election to the Board. The filing reports that ValueAct beneficially owned 16,500,000 shares, or 9.5%. Directors Joseph Califano and Jeffrey Lane will not stand for re-election at the 2013 annual meeting. The Board also amended its governance policies in 2012 and adopted new executive share ownership guidelines. Compensation disclosures report that 2012 reported EPS was ($2.58) and Adjusted EPS was $2.58, while reported operating margin was (6.0%) and Adjusted Operating Margin was 21.6%. Say-on-pay support fell to approximately 54% from 94% the prior year, prompting shareholder outreach and changes to incentive metrics for 2013. Plumeri's 2012 annual incentive was $905,963, and Casserley's package includes a $1,000,000 base salary, a 225% target annual incentive, and a $1,500,000 transition award. Auditor fees to Deloitte LLP totaled $8,319 thousand for 2012, versus $7,486 thousand for 2011.
Apr 26, 2013
2012
Willis Towers Watson Annual Report, Year Ended Dec 31, 2012
Willis Group Holdings plc reported a 2012 net loss attributable to Willis Group Holdings of $446 million, or $2.58 per diluted share, compared with net income of $204 million ($1.15 per diluted share) in 2011. The loss was driven primarily by a $492 million non-cash goodwill impairment charge on the North America reporting unit, a $200 million write-off of unamortized cash retention awards, a $252 million accrual for 2012 cash bonuses payable in 2013, and a $113 million valuation allowance against US deferred tax assets. Total revenues rose 1 percent to $3,480 million, with organic commissions and fees growth of 3 percent, though North America organic commissions and fees declined 1 percent. Excluding the specified items, the company reported adjusted operating margin of 21.6 percent (down 90 basis points) and adjusted earnings per diluted share from continuing operations of $2.58, compared with $2.74 in 2011. Management cites a soft insurance pricing market outside catastrophe-exposed lines, the Eurozone crisis, and Loan Protector declines as ongoing pressures. The company also announced a headcount reduction of about 200 positions with a pre-tax charge of $35 million to $45 million expected in the first quarter of 2013, and declared a quarterly dividend of $0.28 per share in February 2013. At year-end 2012 total debt was $2,353 million, cash and cash equivalents were $500 million, and total stockholders' equity was $1,699 million, giving a capitalization ratio of 58.1 percent. Management believes liquidity is sufficient for at least the next 12 months. Investors should note the ongoing Stanford Financial Group litigation, the UK regulatory review of historical payments, and expected 2013 pension contributions of about $142 million.
Feb 28, 2013
2011
Willis Towers Watson Annual Report, Year Ended Dec 31, 2011
Willis Group Holdings plc (now Willis Towers Watson) reported total revenues of $3.447 billion for 2011, up $115 million, or 3%, from $3.332 billion in 2010. Organic growth in commissions and fees was 2%, with Global up 7% and International up 5%, while North America declined 4% on organic commissions and fees, driven by a decline in Loan Protector revenues. Operating income fell to $566 million from $753 million, and operating margin dropped to 16% from 23%. The decline reflects the $180 million 2011 Operational Review charge, a $171 million make-whole and debt write-off charge tied to refinancing $500 million of 12.875% senior notes, and an $11 million UK FSA regulatory settlement. Net income attributable to Willis Group Holdings was $204 million, or $1.15 diluted EPS from continuing operations, versus $2.66 in 2010. Adjusted diluted EPS from continuing operations was $2.74 versus $2.75 in 2010, per the company's non-GAAP reconciliation. The filing also discloses a previously unreported fraud-related overstatement of commissions and fees from 2005 to 2011, identified in the first quarter of 2012. The company wrote off a $22 million uncollectible receivable and reversed $6 million of 2011 commissions and fees, and states that the prior-period financial statements were not materially affected. The company is conducting an internal investigation. Total debt was about $2.4 billion at year-end, and cash and cash equivalents were $436 million. The company declared a quarterly dividend of $0.27 per share in February 2012 and announced up to $100 million of share buybacks for 2012. Pending litigation includes Stanford Financial Group-related suits, with plaintiffs seeking damages in excess of $1 billion in one action, and the company states it does not expect these to have a material adverse effect. The company also stated it would begin accepting all forms of compensation from Employee Benefits providers effective April 1, 2012, while continuing to refuse contingent commissions in its other retail brokerage businesses. Management expects annualized savings from the Operational Review of approximately $135 million beginning in 2012.
Feb 29, 2012
2010
Willis Towers Watson Annual Report, Year Ended Dec 31, 2010
Willis Group Holdings plc, now Willis Towers Watson, reported 2010 total revenues of $3,339 million, up from $3,263 million in 2009, with organic growth in commissions and fees of 4 percent offset by a 1 percent negative foreign currency translation impact. Net income attributable to Willis Group Holdings was $455 million, or $2.66 per diluted share, compared with $438 million in 2009. Operating margin improved to 23 percent from 21 percent, driven by organic growth, cost discipline and a $18 million reduction in amortization of intangibles, partly offset by a $60 million increase in incentive expenses. Cash from operations was $489 million, and total debt declined to $2.3 billion from $2.4 billion. Management highlighted the Willis Cause as its value proposition and announced a 2011 operational review expected to incur pre-tax charges of approximately $110 million to $130 million, with projected 2011 cost savings of $65 million to $80 million. The company expects modest adjusted margin expansion and modest adjusted diluted EPS growth in 2011, and significantly accelerated growth in 2012 and beyond. Investors should note ongoing regulatory and litigation matters, including the UK Financial Services Authority investigation, Stanford Financial Group-related lawsuits, and reinsurance market disputes, as well as the company's exposure to the soft market in North America and UK/Irish retail operations. The company also disclosed that it is reviewing its debt profile and may redeem its $500 million 12.875% senior notes due 2016, which would result in an anticipated one-time pre-tax charge of approximately $180 million. The quarterly dividend remained at $0.26 per share, and no shares were repurchased in 2010 under the authorization of up to $925 million remaining.
Feb 28, 2011
2009
Willis Towers Watson Annual Report, Year Ended Dec 31, 2009
Willis Group Holdings Public Limited Company, filed under the name Willis Group Holdings plc, reported total revenues of $3.263 billion for 2009, up from $2.827 billion in 2008, and operating income of $694 million versus $503 million. Net income attributable to Willis Group Holdings was $438 million, or $2.58 per diluted share from continuing operations, compared with $2.04 in 2008. The filing attributes the improvement to 2% organic growth in commissions and fees, cost control, the full-year contribution of the HRH acquisition completed October 1, 2008, and a $27 million tax release tied to a UK tax law change. Operating margin rose to 21% from 18%. The balance sheet reflects the HRH acquisition: goodwill of $3.277 billion and other intangible assets of $572 million, with total debt of $2.374 billion at year-end 2009 (2008: $2.650 billion). Management reports a debt to adjusted EBITDA ratio of 2.6 times against a target below 2.5 times, and no share repurchases were made in 2009, leaving $925 million under the buyback program. Cash from operations was $418 million, up from $224 million, and the company refinanced the interim credit facility with 12.875% senior notes due 2016 and 7.0% senior notes due 2019. The filing also describes the December 2009 reorganization of Gras Savoye, which reduced Willis's stake from 49% to 31% and produced $155 million in cash proceeds. It also describes the Redomicile of the parent from Bermuda to Ireland, which the company does not expect to have a material impact on its financial results. Key risks disclosed include the continuing soft insurance premium market, errors and omissions litigation including the Stanford Financial Group class actions seeking damages above $1 billion, and pension funding obligations of about $122 million expected in 2010.
Mar 1, 2010
2008
Willis Towers Watson Annual Report, Year Ended Dec 31, 2008
Willis Group Holdings Limited, one of the largest insurance brokers in the world, reported 2008 total revenues of $2,834 million, up $256 million or 10 percent from 2007, and net income of $303 million, or $2.05 per diluted share, down from $409 million, or $2.78 per diluted share, in 2007. The decline mainly reflected a $92 million pre-tax charge for the 2008 expense review ($0.45 per diluted share), a $0.27 per diluted share foreign exchange impact, and higher amortization. Organic commissions and fee growth was 4 percent, with 6 percent net new business growth partly offset by a negative 2 percent impact from premium rates. Operating margin fell to 18 percent from 24 percent. The defining event of the year was the October 1, 2008 acquisition of Hilb Rogal & Hobbs (HRH), the eighth largest insurance and risk management intermediary in the United States, for a total purchase price of approximately $2.1 billion including assumed debt. The acquisition doubled North America revenues and was funded with a $1 billion interim credit facility and a $525 million draw on a $700 million 5-year term loan. Total debt rose to $1,865 million long-term and $785 million short-term, and the capitalization ratio increased to 59 percent from 48 percent. In February 2009 the company agreed to issue $500 million of 12.875 percent senior unsecured notes to repay about $480 million of the interim facility, and it suspended annual earnings guidance and its previously stated EPS targets. Key risks highlighted include premium softness and potential commission rate cuts, the integration of HRH and the targeted $140 million of synergies by 2010, leverage and refinancing of the interim facility, pension funding needs (about $55 million expected in 2009), put obligations tied to the Gras Savoye associate, and substantial legal exposure from contingent compensation investigations, a reinsurance market dispute with claims of approximately $257 million and $251 million, and other proceedings the company says it is vigorously defending.
Feb 27, 2009
2007
Willis Towers Watson Annual Report, Year Ended Dec 31, 2007
Willis Group Holdings Limited, a Bermuda-incorporated insurance broker with London headquarters, reported 2007 total revenues of $2,578 million, up $150 million or 6 percent from 2006, with organic revenue growth of 3 percent. Net income was $409 million, or $2.78 per diluted share, compared with $449 million, or $2.84 per diluted share, in 2006; the decrease mainly reflected the non-recurrence of a $71 million tax credit and a $102 million London headquarters gain in 2006. Operating margin rose to 24 percent from 23 percent. The company described a soft market in 2007, with premium rate declines of 15 to 20 percent in the United States and 5 to 20 percent elsewhere. The company reaffirmed its Shaping our Future strategy and financial targets, including adjusted diluted EPS guidance of $2.85-$2.95 for 2008, $3.30-$3.40 for 2009 and $4.00-$4.10 for 2010, and an adjusted operating margin goal of 28 percent or better by 2010. Management expects a pretax restructuring charge of approximately $60 million to $90 million beginning in the first quarter of 2008. Capital activity was significant: the company issued $600 million of 6.20 percent senior notes due 2017, repurchased $481 million of shares in 2007, and authorized a new open-ended $1 billion buyback on November 1, 2007. Total long-term debt rose to $1,250 million from $800 million, and the capitalization ratio increased to 48 percent from 35 percent. Key risks disclosed include ongoing regulatory investigations and class actions concerning contingent compensation, a reinsurance market dispute involving claims from ARIC and CNA of approximately $257 million and $251 million, and put arrangements for the Gras Savoye associate, where the incremental 48 percent stake could cost approximately $442 million at December 31, 2007. Cash contributions of approximately $174 million are required for pension plans in 2008.
Feb 27, 2008
2006
Willis Towers Watson Annual Report, Year Ended Dec 31, 2006
Willis Group Holdings Limited (WSH), a Bermuda-incorporated insurance broker that traces its history to 1828, reported 2006 total revenues of $2.43 billion, up $161 million or 7 percent from $2.27 billion in 2005, with organic revenue growth of 8 percent. Net income rose to $449 million, or $2.84 per diluted share, from $281 million, or $1.72 per diluted share, in 2005. The improvement was aided by a $102 million gain on the sale of the Ten Trinity Square head office and a $71 million fourth-quarter tax credit, partly offset by $105 million of expenditure on the "Shaping Our Future" strategic initiatives. Operating margin improved to 23 percent from 20 percent, and salaries and benefits fell to 60 percent of revenues from 61 percent. The company set 2010 targets of salaries and benefits below 54 percent of revenues, an adjusted operating margin of 28 percent or better, and industry-leading organic revenue growth. It expects to continue growing organic revenue and expand operating margin modestly in 2007, with an adjusted effective tax rate of about 31 percent. Management plans to use the remaining $789 million of its $1 billion share repurchase authorization over the next two years, and the quarterly dividend was raised to $0.25 per share. The filing also highlights ongoing risks. Willis is subject to investigations by more than 20 state attorneys general and insurance departments, plus Canada and Australia, concerning contingent compensation, along with consolidated class actions in federal and state courts, and a European Commission sector inquiry. Other exposures include the Silverstein World Trade Center insurance litigation, in which the jury verdicts awarded $4.6 billion in coverage against the $7 billion sought, the Sovereign/WFUM run-off, reinsurance market disputes, and a put arrangement for the remaining 52 percent of associate Gras Savoye, valued at approximately $337 million.
Feb 28, 2007
2005
Willis Towers Watson Annual Report, Year Ended Dec 31, 2005
Willis Group Holdings Limited, now Willis Towers Watson, reported 2005 net income of $300 million, or $1.83 per diluted share, down from $427 million, or $2.54 per diluted share, in 2004. Total revenues were $2,267 million, compared with $2,275 million in 2004. The filing attributes the decline mainly to a sharp reduction in market remuneration, which fell to $29 million from $148 million, and to falling insurance premium rates. Operating margin fell to 21 percent from 29 percent. The results also include a $51 million regulatory settlement, a $78 million gain on the sale of Stewart Smith, and a $20 million increase in severance costs. Management expects the compensation ratio in 2006 to be similar to 2005's 59 percent excluding severance, and anticipates modest operating margin expansion in 2006. The company is the subject of investigations by more than 20 states, Canada and Australia into contingent compensation and related practices, and faces multiple class actions. It resolved the New York investigation in April 2005 by paying $50 million into a customer fund, and it continues to respond to other regulators. Other material matters include a lawsuit by CDL Hotels and Millennium & Copthorne seeking damages in excess of $45 million related to the World Trade Center placement, and a put arrangement for shares of Gras Savoye, valued at approximately $326 million at December 31, 2005, which could be exercised through 2011. On the balance sheet, cash was $193 million at year end, and the company issued $600 million of senior notes in July 2005, used to repay a $450 million bank loan. Share repurchases totaled $360 million during 2005, and the quarterly dividend was raised to $0.235 per share from $0.215.
Mar 2, 2006
2004
Willis Towers Watson Annual Report, Year Ended Dec 31, 2004
Willis Group Holdings Limited, a Bermuda-incorporated holding company whose operating business traces its history to 1828, reported 2004 total revenues of $2,275 million, up from $2,076 million in 2003, and net income of $427 million, or $2.54 per diluted share, compared with $414 million and $2.45 in 2003. Operating income rose to $666 million from $620 million, though operating margin slipped to 29.3% from 29.9%, which management attributed to higher recruitment, retention, legal, investigative and regulatory compliance costs. Organic revenue growth was 4%, comprising about 6% net new business growth offset by a 2% reduction from declining premium rates. The filing describes 2004 as a challenging year in which insurance premium rates fell as the market softened, with Property and Casualty rates falling 10 to 30 percent, and management expects the soft market to continue in 2005. The company's principal risk disclosures center on the New York Attorney General's investigation into contingent compensation arrangements, which led Willis to abolish those arrangements in October 2004. Related state investigations, purported class actions alleging RICO violations, and other proceedings (including the Sovereign/WFUM matter, World Trade Center placements, the personal accident reinsurance disputes, and the Pender captive litigation) are described as ongoing, and the company states it cannot predict their resolution. Volume and profit-based contingent commissions, which totaled $71 million in 2004, will no longer be earned in 2005 and later years. Management also flagged a pending $893 million headquarters lease commitment and a put arrangement on its 33% stake in Gras Savoye that could require substantial payments. Capital allocation was shareholder-oriented in 2004: the company repurchased 9.3 million shares for $339 million, paid $115 million in dividends, and spent $147 million on acquisitions, funded in part by a new $600 million credit facility that refinanced the 9% senior subordinated notes. The Board raised the quarterly dividend 15% to $0.215 per share, an annual rate of $0.86, effective April 2005. Stewart Smith, the US wholesale unit that contributed $77 million of revenues in 2004, was announced for sale in February 2005.
Mar 8, 2005
2003
Willis Towers Watson Annual Report, Year Ended Dec 31, 2003
Willis Group Holdings Limited, the ultimate holding company of the Willis Group and one of the largest insurance brokers in the world, reported strong results for 2003. Total revenues rose 20% to $2,076 million, with the filing attributing roughly 12% to net new business growth and about 3% to higher premium rates, and general and administrative expenses (excluding non-cash compensation) were $1,408 million. Operating income increased 48% to $620 million, and net income increased 97% to $414 million ($2.45 per diluted share). Operating margin rose to 30% from 24% on a reported basis, or 28% when adjusted for the non-cash performance-option charge, and net cash provided by operations was $493 million. The company used its cash flow to expand its global network, acquiring 100% ownership of subsidiaries in Germany, Italy, Spain and Portugal, and it retired its 9% senior subordinated notes in February 2004 using a new $600 million credit facility. It also began paying quarterly dividends in April 2003, and the Board raised the quarterly dividend to $0.1875 per share in February 2004. Management flagged a number of risks, including the cyclical nature of premiums, errors and omissions claims, intense competition from Marsh & McLennan and Aon, currency exposure on sterling-denominated expenses, and put arrangements tied to its 33% stake in Gras Savoye, which could require substantial payments through 2011. The filing also details legal matters, including the run-off of Sovereign/WFUM liabilities, World Trade Center insurance litigation, and personal accident reinsurance disputes, none of which management expects to have a material adverse effect. Pending regulatory changes in the UK, effective January 2005, are expected to reduce 2004 operating cash flow by about $150 million. The company is now known as Willis Towers Watson.
Mar 15, 2004
2002
Willis Towers Watson Annual Report, Year Ended Dec 31, 2002
Willis Group Holdings Limited (now Willis Towers Watson), one of the largest insurance brokers in the world, filed this Form 10-K for fiscal 2002. The company reports total revenues of $1,735 million in 2002, up 22% from $1,424 million in 2001, and net income of $210 million ($1.28 per diluted share), compared with $2 million in 2001. Operating income rose to $419 million from $161 million, though it includes an $80 million non-cash charge for performance-based stock options. Excluding that charge and the net gain on disposals, operating income increased 61% to $486 million, and operating cash earnings per diluted share were $1.62, up 64% from 2001. Management attributes about 55% of the revenue increase to net new business and 45% to higher premium rates. The company's balance sheet strengthened over the year. Total long-term debt fell 28% to $567 million, stockholders' equity rose to $854 million, and cash and cash equivalents reached $211 million. Management also disclosed the initial quarterly dividend of $0.125 per share, declared in February 2003, and the company expanded its ownership of Willis GmbH to 100% in January 2003. The filing flags material risks, including the cyclical nature of premium rates, errors and omissions claims, a put arrangement for Gras Savoye shares that could require substantial payments through 2011, and legal exposure tied to the Sovereign/WFUM run-off, UK pension reviews, World Trade Center placements and a personal accident reinsurance dispute. The filing states that the company ceased to be a foreign private issuer as of December 31, 2002, after a majority of its shares came to be held by US residents, and that it now files Form 10-K and 10-Q reports. Its shares trade on the New York Stock Exchange under the symbol WSH.
Mar 26, 2003
2001
Willis Towers Watson Annual Report, Year Ended Dec 31, 2001
Willis Group Holdings Limited, a Bermuda company filing its annual report on Form 20-F for fiscal 2001, reported total revenues of $1,424 million in 2001, up $119 million (9%) from $1,305 million in 2000. Operating income rose to $161 million from $154 million, but net income fell to $2 million ($0.01 per diluted share) from $9 million, primarily because of a non-cash $158 million charge for performance-based stock options. Excluding that charge, net gains on disposals and restructuring costs, operating cash earnings were $147 million, or $0.99 per diluted share, compared with $54 million ($0.45) in 2000. Net cash provided by operations was $221 million in 2001, versus $79 million in 2000. The company describes itself as the third largest insurance broker in the world, serving approximately 50,000 clients and placing insurance with over 4,000 carriers. Total long-term debt fell to $787 million from $958 million at year-end 2000, and stockholders' equity rose to $696 million from $238 million, reflecting the June 2001 initial public offering (net proceeds of $280 million) and the redemption of $273 million of preference shares. Kohlberg Kravis Roberts affiliates control about 52.7% of the shares, which trade on the New York Stock Exchange under the symbol WSH. Key risks flagged in the filing include commission revenue tied to insurance premium rates, errors and omissions claims, UK personal pension review liabilities, the Sovereign/WFUM run-off, potential claims tied to the September 11, 2001 World Trade Center placements, and a put arrangement on the 33% stake in Gras Savoye that could require payments of about $135 million.
Mar 26, 2002