WTW 8-K Current Reports

Willis Towers Watson 8-K Report, Financial Results (Oct 29, 2026)

WTW (Willis Towers Watson Public Limited Company) furnished its third quarter 2026 earnings press release (Exhibit 99.1) and a supplemental slide presentation (Exhibit 99.2) on October 29, 2026, covering the quarter and nine months ended September 30, 2026. Revenue for the quarter was $2.46 billion, up 8% as reported and 4% organic, while Income from Operations rose 3% to $429 million and Operating Margin was 17.4%, down 90 basis points. Adjusted Operating Margin expanded 150 basis points to 21.9%, and Adjusted Diluted EPS grew 18% to $3.63 versus Diluted EPS of $3.24 (up 4%). Net income attributable to WTW was $303 million for the quarter, and free cash flow for the nine months was $1.06 billion versus $838 million a year earlier. The company repurchased $220 million of shares in the quarter and expects share repurchases in excess of $1.0 billion for 2026. The filing highlights Propel, WTW's AI Acceleration Plan, approved by the Board on July 28, 2026 and running through December 31, 2028. WTW expects to invest approximately $625 million of cash and incur about $25 million of non-cash charges to generate roughly $400 million of run-rate savings, or about $350 million net of approximately $50 million reinvested for growth, with a target of approximately 30% adjusted operating margin in 2028. Through September 30, 2026, Propel had incurred $14 million of restructuring costs and $7 million of transaction and program expenses, and achieved $18 million of annualized run-rate savings. For 2026, WTW guides to mid-single-digit enterprise organic revenue growth, expects the Willis Re joint venture to be a headwind of about $0.30 on Adjusted Diluted EPS, and expects the Newfront acquisition to be about $0.10 dilutive to Adjusted EPS, with post-close revenue of about $250 million. An incremental currency tailwind of about $0.35 to full-year Adjusted Diluted EPS is expected at today's rates.

Oct 29, 2026 8-K

Shareholder MattersExhibits & Filings

Willis Towers Watson 8-K Report, Financial Results (Jul 30, 2026)

WTW (Willis Towers Watson Public Limited Company) reported second quarter 2026 results in a press release furnished as Exhibit 99.1 on July 30, 2026. Revenue rose 9% year over year to $2.47 billion ($2,466 million), with organic revenue growth of 5%. Reported diluted EPS was $2.43, down 27% from $3.32, and net income fell to $231 million from $332 million. Adjusted diluted EPS rose 17% to $3.35 from $2.86, and adjusted operating margin expanded 100 basis points to 19.5%, while GAAP operating margin declined 150 basis points to 14.8%. The gap between GAAP and adjusted results reflects $61 million of transaction and integration expenses in the quarter, largely tied to the Newfront acquisition, versus $2 million a year earlier. The company announced Propel, an AI and automation acceleration plan to be completed by the end of 2028. WTW expects roughly $625 million of cash investment and about $25 million of non-cash charges to generate approximately $400 million of run-rate savings, with about $50 million reinvested for growth, leaving approximately $350 million of net run-rate savings. Management targets an adjusted operating margin of approximately 30% in 2028, and the full-year 2026 guidance remains unchanged. The board also increased share repurchase authority by $1.5 billion, in addition to roughly $500 million remaining under the existing open-ended authority. Free cash flow for the first six months rose to $360 million from $217 million. Quarterly share repurchases were $450 million, and dividends were $90 million. Cash and cash equivalents fell to $1.63 billion at June 30, 2026, from $3.13 billion at December 31, 2025, reflecting $1.04 billion of acquisitions in the first half. Total debt was $6.53 billion, and the company cites a debt-to-adjusted-EBITDA ratio of 2.4x on a trailing twelve-month basis. Management guided to an expected share repurchase of $1.0 billion or greater in 2026.

Jul 30, 2026 8-K

Willis Towers Watson 8-K Report, Shareholder Vote Results (May 21, 2026)

Willis Towers Watson Public Limited Company filed this Form 8-K on May 21, 2026 to report the results of its 2026 Annual General Meeting of Shareholders, held May 20, 2026. Holders of 87,424,851 ordinary shares, about 92.8% of the 94,203,101 shares outstanding and entitled to vote as of the March 23, 2026 record date, were present in person or by proxy, which constituted a quorum. No solicitation in opposition to the company's proxy solicitation was reported. Shareholders elected all nine director nominees, including Dame Inga Beale, Fumbi Chima, Stephen Chipman, Michael Hammond, Carl Hess, Jacqueline Hunt, Paul Reilly, Michelle Swanback and Fredric Tomczyk. Paul Reilly drew the most against votes at 2,611,803. Shareholders also ratified Deloitte & Touche LLP as auditor and Deloitte Ireland LLP for the Irish Statutory Accounts, with 87,044,110 votes in favor, and gave an advisory, non-binding approval of named executive officer compensation, with 82,052,852 votes in favor and 2,326,840 against. Shareholders also renewed the Board's authority to issue shares under Irish law up to approximately 20% of issued ordinary share capital, and renewed its authority to opt out of statutory pre-emption rights for rights issues and, separately, for issuances up to approximately 20%. In addition, they approved the Amended and Restated Employee Share Purchase Plan, including an increase in the number of shares authorized for issuance under the plan.

May 21, 2026 8-K

Willis Towers Watson 8-K Report, Financial Results (Apr 30, 2026)

WTW (NASDAQ: WTW), filing under Willis Towers Watson Public Limited Company, reported first quarter 2026 results on April 30, 2026. Revenue rose 8% to $2.41 billion from $2.22 billion, with constant currency growth of 4% and organic growth of 3%. Diluted EPS was $3.10, up 33% from $2.33, while Adjusted Diluted EPS was $3.72, up 19% from $3.13. Operating margin was 18.6%, down 80 basis points, while Adjusted Operating Margin was 22.3%, up 70 basis points. Net income rose to $303 million from $239 million. Cash flow remained negative for the quarter, with cash used in operating activities of $10 million and free cash flow of $(65) million, compared with $(86) million a year earlier. The company repurchased $300 million of shares during the quarter and paid $88 million in dividends. Cash and cash equivalents fell to $1,855 million from $3,132 million at year-end 2025, largely reflecting $792 million in acquisitions, and total debt was $6,304 million versus $6,306 million at December 31, 2025. Management reaffirmed its 2026 outlook, including expected share repurchases of $1.0 billion or greater, roughly $0.30 of EPS headwind from the Willis Re joint venture, about $0.10 of dilution from the Newfront acquisition, and an expected foreign currency tailwind of about $0.35 to Adjusted Diluted EPS for the full year. Management cited geopolitical uncertainty in the Middle East as weighing on Career organic revenue.

Apr 30, 2026 8-K

Regulation FDExhibits & Filings

Willis Towers Watson 8-K Report, Financial Results (Feb 3, 2026)

Willis Towers Watson Public Limited Company (WTW) reported results for the fourth quarter and full year ended December 31, 2025, furnishing a press release (Exhibit 99.1) and a supplemental slide presentation (Exhibit 99.2). Full-year revenue was $9.71 billion, down 2% from $9.93 billion, which the company attributes to the sale of TRANZACT. Organic revenue grew 5% for the year and 6% in the fourth quarter. Full-year U.S. GAAP income from operations rose to $2.23 billion, with operating margin of 23.0%, up 1,670 basis points, though the prior year included a goodwill impairment tied to the TRANZACT sale. Full-year net income was $1.61 billion, compared with a net loss of $88 million in 2024, and diluted EPS was $16.26. On an adjusted basis, full-year adjusted operating margin was 25.2%, up 130 basis points, and adjusted diluted EPS was $17.08, up 5%. Fourth-quarter adjusted diluted EPS was $8.12, up 2%. Free cash flow was $1.55 billion for 2025, compared with $1.27 billion in 2024, an increase of $279 million. The company repurchased $1.65 billion of its shares during the year and paid dividends of $358 million. For 2026, WTW expects continued annual adjusted margin expansion, including about 100 basis points of average annual margin expansion over the next two years in Risk & Broking, and share repurchases of $1.0 billion or greater. The filing cites expected headwinds of about $0.30 to adjusted diluted EPS from the Willis Re joint venture and about $0.10 dilution from the Newfront acquisition, offset by an expected foreign currency tailwind of about $0.30 at current rates, most of it in the first quarter of 2026.

Feb 3, 2026 8-K

Willis Towers Watson 8-K Report, Regulation FD Disclosure (Jan 27, 2026)

On January 27, 2026, Willis Towers Watson Public Limited Company (WTW) announced in a press release (Exhibit 99.1) that it has completed its previously announced acquisition of Newfront Insurance Holdings, Inc. Newfront is described as a San Francisco-based, top-40 U.S. broker combining specialty expertise with technology, with more than 650 employees and expertise across more than 20 industries. The filing states that the acquisition expands WTW's U.S. middle market capabilities and strengthens its position in high-growth sectors including technology, fintech and life sciences. According to the filing, Newfront's Business Insurance and Total Rewards segments are now part of WTW's Risk & Broking (R&B) and Health, Wealth & Career (HWC) segments, respectively. Newfront Co-Founder and CEO Spike Lipkin joined WTW and will focus on integration, client development, talent acquisition and technology. WTW CEO Carl Hess said the combination will enhance delivery of innovative and efficient solutions to clients and is an important step in executing WTW's strategy. The filing does not disclose the purchase price or financial results of Newfront. The information under Item 7.01 is furnished rather than filed for purposes of Section 18 of the Exchange Act. The filing also includes forward-looking statement cautions, citing risks such as the ability to integrate Newfront and achieve the expected results of the transaction.

Jan 27, 2026 8-K

Material AgreementsFinancial EventsExhibits & Filings

Willis Towers Watson 8-K Report, Material Agreement (Jan 9, 2026)

Willis Towers Watson Public Limited Company (WTW), together with its subsidiaries Trinity Acquisition plc and Willis North America Inc., entered into a $775,000,000 delayed draw term loan facility on January 7, 2026, under a Term Loan Credit Agreement with JPMorgan Chase Bank, N.A. as administrative agent. The facility is intended to finance a portion of the pending acquisition of Newfront Insurance Holdings, Inc. under the Agreement and Plan of Merger dated December 9, 2025, to refinance certain outstanding indebtedness of WTW and its subsidiaries, and for working capital, capital expenditures, permitted acquisitions and other lawful corporate purposes. The facility matures on the earlier of the third anniversary of the initial borrowing and the third anniversary of the date two months after the Newfront Acquisition closes. Borrowings may be made in up to four draws during a window that begins at closing of the Newfront Acquisition and ends at the earliest of several events, including six months after closing, abandonment or termination of the acquisition agreement, and the fourth borrowing. Interest is set at Term SOFR plus a margin of 0.625% to 1.250%, or a base rate plus 0.00% to 0.250%, with the margin tied to WTW's guaranteed senior-unsecured long-term debt rating. A commitment fee of 0.055% to 0.140% applies to unused commitments. The obligations are unsecured and guaranteed by WTW and certain subsidiaries. The agreement contains customary affirmative and negative covenants, financial maintenance covenants and events of default. Voluntary prepayment is permitted without penalty or premium. The filing also furnishes the Credit Agreement as Exhibit 10.1.

Jan 9, 2026 8-K

Willis Towers Watson 8-K Report, Material Agreement (Dec 22, 2025)

Willis North America Inc., the issuer and a subsidiary of Willis Towers Watson Public Limited Company, completed a public offering of two series of senior unsecured notes on December 22, 2025: $700,000,000 of 4.550% Senior Notes due March 15, 2031 and $300,000,000 of 5.150% Senior Notes due March 15, 2036. The parent, Willis Towers Watson Sub Holdings Unlimited Company, Willis Investment UK Holdings Limited, Trinity Acquisition plc and Willis Group Limited fully and unconditionally guarantee the notes. The notes were issued under a base indenture dated May 16, 2017, as supplemented by a ninth supplemental indenture dated December 22, 2025, with the trustee being Computershare Trust Company, National Association. Interest accrues from December 22, 2025 and is payable semi-annually in cash on March 15 and September 15, beginning September 15, 2026. The offering generated approximately $990 million in net proceeds after the underwriting discount and estimated offering expenses. The company intends to use these proceeds, together with other potential funding sources and/or cash on hand, to fund the consideration for the previously announced Newfront acquisition, related fees and expenses, and to repay $550 million of its 4.400% senior notes due 2026 in full. If the Newfront acquisition does not close, the proceeds, together with cash on hand, would be used to repay the 4.400% notes due 2026 and to redeem the 2036 Notes through a special mandatory redemption. Any remaining proceeds would be used for general corporate purposes. The notes rank equally with the issuer's existing and future senior unsecured debt, including several outstanding series of senior notes and the parent's senior revolving credit facility. They are effectively subordinated to any secured debt to the extent of the value of the assets securing that debt. The filing also includes legal opinions from counsel regarding the validity of the notes and guarantees, which are incorporated into the existing registration statement on Form S-3.

Dec 22, 2025 8-K

Regulation FDExhibits & Filings

Willis Towers Watson 8-K Report, Corporate Update (Dec 16, 2025)

On December 15, 2025, Willis North America Inc., an indirect wholly-owned subsidiary of Willis Towers Watson Public Limited Company (NASDAQ: WTW), priced a registered public offering of $1.0 billion in senior notes: $700 million of 4.550% Senior Notes due 2031 and $300 million of 5.150% Senior Notes due 2036. The notes are fully and unconditionally guaranteed by the parent company and several of its subsidiaries, and the offering is expected to close on December 22, 2025, subject to customary closing conditions. The company expects net proceeds of approximately $990 million after the underwriting discount and estimated offering expenses. The use of proceeds depends on the previously announced Newfront acquisition. If that acquisition closes, the company intends to use the proceeds, together with other potential funding sources and/or cash on hand, to pay the Newfront consideration and related fees and expenses, and to repay $550 million of 4.400% senior notes due 2026 in full, along with accrued interest. If the Newfront acquisition does not close, the proceeds, together with cash on hand, would be used to repay the 4.400% notes due 2026 in full and to redeem the 2036 notes through a special mandatory redemption. Any remaining proceeds will go to general corporate purposes. The offering is not contingent on the Newfront closing. The filing also includes the underwriting agreement dated December 15, 2025, with J.P. Morgan Securities LLC, Barclays Capital Inc., PNC Capital Markets LLC, Truist Securities, Inc. and Wells Fargo Securities, LLC as representatives of the underwriters, and a press release announcing the pricing. The notes were sold under a Form S-3 registration statement (File No. 333-285459).

Dec 16, 2025 8-K

Willis Towers Watson 8-K Report, Regulation FD Disclosure (Dec 10, 2025)

Willis Towers Watson Public Limited Company (WTW) announced on December 10, 2025 that it has signed a definitive agreement, dated December 9, 2025, to acquire Newfront Insurance Holdings, Inc., a San Francisco-based U.S. broker. Upfront and contingent consideration payments total $1.3 billion. The Board of Directors has approved the transaction, which is expected to close in the first quarter of 2026, subject to certain regulatory approvals and other customary closing conditions. The $1.05 billion upfront portion consists of approximately $900 million in cash and approximately $150 million in equity paid to Newfront employee-shareholders. Up to $250 million of contingent consideration is payable primarily in equity, subject to Newfront achieving specified three-year performance targets. An additional up to $150 million, payable primarily in equity, would become due after the third anniversary of closing if Newfront achieves above-target revenue growth. WTW will also provide equity-based retention incentives totaling $100 million for Newfront employees through 2031. The company expects run-rate cost synergies of approximately $35 million by the end of 2028. It expects transaction expense of $25 million, cash integration costs of approximately $100 million, and approximately $30 million of one-time non-cash expenses. The transaction is expected to be approximately $0.10 dilutive to Adjusted EPS in 2026 and accretive in 2027. The press release describes the deal as expanding WTW's presence in the U.S. middle market and high-growth specialties, and as adding Newfront's technology platform and agentic AI capabilities.

Dec 10, 2025 8-K/A

Earnings & ResultsExhibits & Filings

Willis Towers Watson 8-K/A Report, Financial Results (Oct 31, 2025)

Willis Towers Watson (WTW) filed Amendment No. 1 to its Form 8-K to correct a typo in the Operating Margin Percentage data for the Risk & Broking ("R&B") table in the Earnings Release furnished as Exhibit 99.1 to the Original Form 8-K filed October 30, 2025. No other changes were made. The furnished press release reports third quarter 2025 results: revenue of $2.29 billion, flat year over year and reflecting the sale of TRANZACT, with organic revenue growth of 5%. GAAP diluted EPS was $3.11 versus a loss of $(16.44) in the prior-year quarter, which included a goodwill impairment and losses tied to the TRANZACT sale. Adjusted diluted EPS was $3.07, up 11%, and adjusted operating margin was 20.4%, up 230 basis points. Segment results were mixed. Health, Wealth & Career ("HWC") revenue was $1.26 billion, down 5% as reported and up 4% organically, with operating margin of 28.6%, up 390 basis points largely due to the TRANZACT sale. Risk & Broking ("R&B") revenue was $1.01 billion, up 7% as reported and 6% organically, with operating margin of 18.8%. For the nine months ended September 30, 2025, free cash flow was $838 million compared with $724 million a year earlier, and the company repurchased 1,848,098 shares for $600 million during the quarter. The company reiterated its 2025 considerations: share repurchases of approximately $1.5 billion, a foreign currency tailwind of approximately $0.10 to adjusted diluted EPS for the full year, a reinsurance joint venture with Bain Capital expected to be a net headwind of approximately $0.10 per share, and roughly 100 basis points of average annual margin expansion in R&B over the next three years. The amendment itself does not change any financial figures.

Oct 31, 2025 8-K

Material AgreementsFinancial EventsExhibits & Filings

Willis Towers Watson 8-K Report, Financial Results (Oct 30, 2025)

WTW (Willis Towers Watson Public Limited Company) reported third-quarter 2025 results for the period ended September 30, 2025, in a press release furnished as Exhibit 99.1, with a supplemental slide presentation furnished as Exhibit 99.2. Revenue was $2.29 billion, flat compared with the prior-year quarter due to the sale of TRANZACT; on an organic basis revenue increased 5%. Reported diluted EPS was $3.11 versus a loss of $16.44 in the prior-year quarter, which included a $1.04 billion goodwill impairment tied to the TRANZACT sale. Adjusted diluted EPS rose 11% to $3.07, and adjusted operating margin expanded 230 basis points to 20.4%. Segment performance was mixed. Health, Wealth & Career revenue fell 5% as reported (organic growth of 4%), while operating margin rose to 28.6% from 24.7%, with the sale of TRANZACT a major driver. Risk & Broking revenue grew 7% as reported (organic growth of 6%), and operating margin rose to 18.8%. The company repurchased $600 million of shares in the quarter, and for 2025 expects share repurchases of approximately $1.5 billion. Management said it has confidence in reaching full-year financial goals despite macro uncertainty. For 2025 the company flagged several items: TRANZACT, which contributed $1.14 to 2024 adjusted diluted EPS, is no longer in the portfolio; a reinsurance joint venture with Bain Capital is expected to be a headwind of about $0.20 to adjusted diluted EPS, partly offset by other equity investment gains, for a net headwind of about $0.10; and cash outflows are expected from accrued Transformation program costs. The company also changed its non-GAAP definitions, so reported adjusted metrics now exclude non-cash net periodic pension and postretirement benefits, and free cash flow now deducts capitalized software costs.

Oct 30, 2025 8-K

Willis Towers Watson 8-K Report, Material Agreement (Oct 20, 2025)

On October 17, 2025, Willis Towers Watson Public Limited Company (WTW), together with its wholly owned subsidiary Trinity Acquisition plc (TA) and its indirect subsidiary Willis North America Inc. (WNA), entered into a $1,500,000,000 revolving credit facility maturing October 17, 2030, unless extended. The facility is documented in a Third Amended and Restated Credit Agreement among the Borrowers, WTW as parent, the lenders party thereto, and Barclays Bank PLC as administrative agent. Proceeds will first be used to refinance obligations under the Second Amended and Restated Credit Agreement dated October 6, 2021, and thereafter will be available for working capital, capital expenditures, permitted acquisitions and other lawful corporate purposes. Pricing is tied to WTW's guaranteed senior-unsecured long-term debt rating. Borrowings bear interest at Term Benchmark or Daily Simple RFR rates plus 0.750% to 1.375%, or at a Base Rate plus 0.00% to 0.375%. TA pays a commitment fee of 0.065% to 0.150% on undrawn amounts and a letter of credit fee of 0.750% to 1.375%. Voluntary prepayment is permitted without penalty or premium, and mandatory prepayment applies in certain circumstances. The agreement contains affirmative and negative covenants, including limits on indebtedness of non-loan parties, liens, certain investments, fundamental changes, and asset sales, along with financial maintenance covenants. TA's obligations are guaranteed by WTW and certain subsidiaries under a Third Amended and Restated Guaranty Agreement dated the same day, while WTW's obligations under the facility are unsecured. The filing also incorporates the agreement under Item 2.03 and attaches the credit agreement and guaranty as Exhibits 10.1 and 10.2.

Oct 20, 2025 8-K

Shareholder MattersOther Events

Willis Towers Watson 8-K Report, Financial Results (Jul 31, 2025)

WTW (Willis Towers Watson Public Limited Company) reported second-quarter 2025 results for the period ended June 30, 2025, furnishing a press release (Exhibit 99.1) and a supplemental slide presentation (Exhibit 99.2) under Items 2.02 and 7.01. Revenue was $2.26 billion for the quarter, flat compared to $2.27 billion in the prior-year quarter due to the sale of TRANZACT; on an organic basis revenue increased 5%. Income from operations rose to $368 million from $212 million, operating margin was 16.3% versus 9.4%, and diluted EPS was $3.32 versus $1.36. On a non-GAAP basis, adjusted diluted EPS was $2.86 versus $2.39 (up 20%) and adjusted operating margin was 18.5% versus 17.0%. Cash flow weakened in the first half: cash flows from operating activities were $326 million versus $431 million, and free cash flow was $217 million versus $305 million, a decrease of $88 million, attributed to higher compensation and cash tax payments and the absence of TRANZACT cash inflows. The company repurchased 1,614,427 shares for $500 million in the quarter. Management reiterated its outlook, including mid-single-digit organic revenue growth, margin expansion, adjusted EPS growth and free-cash-flow margin expansion, and expects share repurchases of approximately $1.5 billion in 2025. The company also updated its non-GAAP definitions: reported non-GAAP metrics will now exclude non-cash net periodic pension and postretirement benefits, and free cash flow will deduct capitalized software costs. Investors should note the 2025 headwinds from the reinsurance joint venture with Bain Capital (approximately $0.20 to adjusted diluted EPS, net headwind of approximately $0.10 at the associates level) and the loss of TRANZACT's $1.14 contribution to 2024 adjusted diluted EPS.

Jul 31, 2025 8-K

Willis Towers Watson 8-K Report, Shareholder Vote Results (May 20, 2025)

Willis Towers Watson Public Limited Company held its 2025 Annual General Meeting of Shareholders on May 15, 2025, with 91,297,609 ordinary shares, about 91.86% of the 99,380,821 shares outstanding and entitled to vote as of the March 17, 2025 record date, present in person or by proxy. Shareholders elected all nine director nominees, ratified Deloitte & Touche LLP as auditor and Deloitte Ireland LLP for the Irish Statutory Accounts, and approved the advisory say-on-pay vote on named executive officer compensation, with 85,731,288 votes in favor and 2,038,927 against. Shareholders also approved the Board's authority to issue shares under Irish law of up to about 20% of issued ordinary share capital, and authority to opt out of statutory pre-emption rights for rights issues and for issuances up to about 20%. As previously disclosed in the proxy statement, Paul Thomas retired from the Board at the conclusion of the 2025 AGM, and Paul Reilly succeeded him as non-executive Chair of the Board. Reilly received 85,172,746 votes for and 2,712,870 against among director votes, the lowest support of the nominees in the filing alongside Michelle Swanback and Fumbi Chima, whose votes for were 87,172,603 and 87,344,527 respectively. For investors, the meeting produced routine outcomes with broad shareholder support for directors, auditors and executive pay, and a leadership transition at the Board chair level. The filing does not describe any new strategic, financial, or operational developments.

May 20, 2025 8-K

Willis Towers Watson 8-K Report, Financial Results (Apr 24, 2025)

WTW (Willis Towers Watson Public Limited Company) reported first-quarter 2025 results for the period ended March 31, 2025, furnishing a press release (Exhibit 99.1) and a supplemental slide presentation (Exhibit 99.2) under Items 2.02 and 7.01. Revenue was $2.22 billion, down 5% as reported from $2.34 billion a year earlier, reflecting the sale of TRANZACT, but organic revenue grew 5%. Income from operations rose to $432 million from $280 million, with operating margin of 19.4% versus 12.0%, while adjusted operating margin was 21.6%, up 100 basis points. Diluted EPS was $2.33, up 27%, while adjusted diluted EPS was $3.13, flat year over year. Cash flow was weaker: operating cash flow was negative $35 million, free cash flow was $(86) million versus $(36) million, and the company repurchased 607,221 shares for $200 million in the quarter. Management cited the absence of TRANZACT cash collections and higher compensation payments. Total debt was $5,310 million at March 31, 2025, and cash was $1,507 million, with the company reiterating a long-term leverage target of 2.0x to 2.5x. Looking ahead, the filing outlines 2025 considerations including expected share repurchases of about $1.5 billion, a reinsurance joint venture with Bain Capital expected to reduce adjusted diluted EPS by approximately $0.25 to $0.35, and an expected neutral foreign currency impact on adjusted diluted EPS. The company also changed its non-GAAP definitions, so that adjusted results exclude non-cash net periodic pension benefits and free cash flow now deducts capitalized software costs.

Apr 24, 2025 8-K

Willis Towers Watson 8-K Report, Executive Changes (Mar 3, 2025)

Willis Towers Watson Public Limited Company disclosed that Paul Thomas, the Non-Executive Chair of its Board of Directors, informed the Board on February 25, 2025 that he intends to retire at the end of his current term and will not stand for reelection at the 2025 Annual Meeting of Stockholders. The filing states that his retirement is not the result of any disagreement with the Company. The Board has selected Paul Reilly, an independent director since October 2022, to become Non-Executive Chair effective at the conclusion of the 2025 Annual Meeting, subject to his re-election. The press release filed as Exhibit 99.1, dated March 3, 2025, announces the transition. It describes Reilly as currently Executive Chair of Raymond James Financial, where he served as CEO from 2010 until recently in 2025, and as a former Executive Chairman of Korn/Ferry International and CEO of KPMG International. He is a member of the Corporate Governance and Nominating Committee and the Human Capital and Compensation Committee. CEO Carl Hess is quoted tying the leadership change to the company's strategy to accelerate performance, enhance efficiency and optimize its portfolio. The filing contains no financial results or financial statements; its substance is the board leadership succession.

Mar 3, 2025 8-K

Willis Towers Watson 8-K Report, Financial Results (Feb 4, 2025)

WTW (Willis Towers Watson Public Limited Company) reported results for the fourth quarter and full year ended December 31, 2024, furnishing a press release (Exhibit 99.1) and a supplemental slide presentation (Exhibit 99.2) under Items 2.02 and 7.01. For Q4 2024, revenue was $3.04 billion, up 4% as reported and 5% organic, with diluted EPS of $12.25 (including a gain on disposal of operations) and adjusted diluted EPS of $8.13, up 9%. Operating margin was 29.7%, up 300 basis points, and adjusted operating margin was 36.1%, up 190 basis points. For full year 2024, revenue was $9.93 billion, up 5% with 5% organic growth. The company reported a net loss of $88 million and diluted loss per share of $(0.96), driven primarily by impairment charges of over $1.0 billion related to the sale of TRANZACT. Adjusted diluted EPS rose 17% to $16.93, adjusted operating margin was 23.9% (up 190 basis points), and free cash flow was $1.4 billion, an increase of $184 million. Share repurchases totaled $901 million for the year. Looking ahead, the filing outlines 2025 considerations including expected share repurchases of about $1.5 billion, a reinsurance joint venture expected to be a headwind of $0.25 to $0.35 to adjusted diluted EPS, a foreign currency headwind of about $0.18, and roughly 100 basis points of average annual margin expansion in Risk & Broking over the next three years. The company also changed its non-GAAP definitions, excluding non-cash pension credits and including capitalized software costs in free cash flow.

Feb 4, 2025 8-K

Willis Towers Watson 8-K Report, Corporate Update (Jan 2, 2025)

On January 2, 2025, Willis Towers Watson (WTW) filed a Current Report on Form 8-K under Item 8.01 (Other Events) to disclose the completion of the sale of its TRANZACT Business. As previously announced on October 1, 2024, the company entered into an Equity Purchase Agreement dated September 30, 2024, with Willis HRH, Inc. and Project Granite Buyer, Inc. ("Purchaser"), an entity formed by investment funds affiliated with GTCR LLC and Recognize Partners LP. The transaction, covering TZ Holdings, Inc., owner of MG LLC (d/b/a TRANZACT), and its subsidiaries, closed on December 31, 2024. According to the attached press release (Exhibit 99.1, dated January 2, 2025), the divestiture is described by CEO Carl Hess as a meaningful milestone in sharpening WTW's strategic focus on its core offerings and optimizing its portfolio. The company states the move is intended to accelerate performance and enhance efficiency over time. The filing does not disclose purchase price, proceeds, or financial effects of the transaction. For investors, the filing confirms closing of a previously announced portfolio divestiture and the buyer group identity, but offers no financial metrics on the sale. The accompanying forward-looking statement cautions that results could differ materially due to factors including strategy execution, economic conditions, competition, and government regulation.

Jan 2, 2025 8-K

Financial EventsOther EventsExhibits & Filings

Willis Towers Watson 8-K Report, Financial Results (Oct 31, 2024)

WTW (NASDAQ: WTW) reported third-quarter 2024 results on October 31, 2024, as stated in Exhibit 99.1. Revenue was $2,289 million, up 6% from $2,166 million in the prior-year quarter, with organic growth of 6%. The company reported a net loss of $1,672 million (diluted loss per share of $16.44), driven by pre-tax non-cash losses and impairment charges of over $1.0 billion each related to the pending sale of TRANZACT. On an adjusted basis, operating income was $414 million with an adjusted operating margin of 18.1%, up 190 basis points, and adjusted diluted EPS was $2.93, up 31% from $2.24. For the nine months ended September 30, 2024, free cash flow was $807 million versus $707 million a year earlier, and the company repurchased $205 million of shares in the quarter. Segment results showed Health, Wealth & Career revenue of $1,328 million (organic growth of 4%) with an operating margin of 24.7%, and Risk & Broking revenue of $940 million (organic growth of 10%) with an operating margin of 18.1%. WTW reaffirmed its full-year 2024 targets: revenue of $9.9 billion or greater with mid-single-digit organic growth, adjusted operating margin of 23.0% to 23.5%, and adjusted diluted EPS of $16.00 to $17.00. It also expects approximately $450 million of cumulative run-rate Transformation savings by year-end 2024, against total program costs of $1.175 billion. The company will hold an Investor Day on December 3, 2024.

Oct 31, 2024 8-K

Willis Towers Watson 8-K Report, Material Impairment (Oct 1, 2024)

Willis Towers Watson Public Limited Company (WTW) and its wholly-owned subsidiary Willis HRH, Inc. entered into an Equity Purchase Agreement dated September 30, 2024, to sell the TRANZACT Business (TZ Holdings, Inc., owner of MG, LLC d/b/a TRANZACT, and its subsidiaries) to Project Granite Buyer, Inc., an entity formed by investment funds affiliated with GTCR LLC and Recognize Partners. The purchase price is $632.4 million, subject to certain adjustments. The Board of Directors has approved the transaction, which is subject to customary closing conditions, including clearance under the Hart-Scott-Rodino Act, and is expected to close by the end of 2024. In connection with the sale, WTW classified the TRANZACT Business as held-for-sale and expects to record non-cash pre-tax losses and related impairment charges of between $1.6 billion and $2.1 billion in the third quarter of 2024. These charges reflect a write-down of the TRANZACT Business's net assets to fair value less estimated transaction costs, and a write-down of goodwill at the Benefits, Delivery & Administration reporting unit. WTW has not finalized its analysis, so the recorded charges could differ materially from the preliminary estimate. Until closing, WTW will continue to adjust the carrying value of the TRANZACT Business, so incremental losses may be recognized, including from operating results. According to the attached press release (Exhibit 99.1), management says the divestiture sharpens WTW's focus on its core business-to-business and business-to-business-to-consumer offerings, simplifies the portfolio, and accelerates progress toward long-term free cash flow margin goals. WTW is exiting the direct-to-consumer insurance distribution market. BofA Securities and Lazard are financial advisors, and Weil, Gotshal & Manges LLP is legal advisor.

Oct 1, 2024 8-K

Willis Towers Watson 8-K Report, Financial Results (Jul 25, 2024)

On July 25, 2024, Willis Towers Watson Public Limited Company (WTW) reported second-quarter 2024 results in a press release furnished as Exhibit 99.1, alongside a supplemental slide presentation (Exhibit 99.2). Revenue rose 5% to $2,265 million for the quarter (6% organic growth), while income from operations increased 49% to $212 million and net income increased 48% to $142 million. Diluted EPS was $1.36, up 55%, and adjusted diluted EPS was $2.55, up 24% from $2.05. Operating margin expanded 280 basis points to 9.4%, and adjusted operating margin reached 17.0%, up 240 basis points. Segment performance was strong in Risk & Broking, where revenue grew 9% to $979 million and operating margin rose 450 basis points to 20.6%, driven by Corporate Risk & Broking. Health, Wealth & Career revenue grew 4% to $1,260 million, with operating margin up 360 basis points to 21.9%. The company spent $200 million repurchasing shares in the quarter and paid $90 million in dividends. Free cash flow for the six months was $361 million, up $11 million year over year. WTW raised the low end of its 2024 adjusted operating margin target to 23.0%-23.5% and its adjusted diluted EPS target to $16.00-$17.00, and increased its expected annual transformation cost savings to approximately $450 million from approximately $425 million. Transformation costs to achieve were raised to approximately $1.175 billion from approximately $1.125 billion. The revenue target of $9.9+ billion and the non-cash pension income expectation of $88 million were unchanged.

Jul 25, 2024 8-K

Shareholder Matters

Willis Towers Watson 8-K Report, Shareholder Vote Results (May 24, 2024)

Willis Towers Watson Public Limited Company held its 2024 Annual General Meeting of Shareholders on May 22, 2024, with 91,841,782 ordinary shares, representing approximately 89.81% of the 102,257,774 shares outstanding and entitled to vote as of the March 25, 2024 record date, present in person or by proxy. Shareholders elected all ten director nominees, including Dame Inga Beale, Fumbi Chima, Stephen Chipman, Michael Hammond, Carl Hess, Jacqueline Hunt, Paul Reilly, Michelle Swanback, Paul Thomas and Fredric Tomczyk, each to serve until the next annual general meeting or until a successor is elected and qualified. Shareholders ratified, on an advisory basis, the selection of Deloitte & Touche LLP as auditor of the financial statements and Deloitte Ireland LLP as auditor of the Irish Statutory Accounts, and authorized the Board, acting through the Audit and Risk Committee, to fix the auditors' remuneration in a binding vote. Shareholders also approved, on an advisory non-binding basis, the compensation of the named executive officers as disclosed in the 2024 proxy statement, with 78,725,921 votes for and 8,959,473 against. Shareholders approved three Irish-law director authorities: renewal of the authority to issue shares up to approximately 20% of issued ordinary share capital, renewal of the authority to opt out of statutory pre-emption rights for rights issues, and a separate renewal of that opt-out for issuances up to approximately 10% of issued ordinary share capital. The filing reports vote counts for each item but does not describe further transactions or financial results.

May 24, 2024 8-K

Willis Towers Watson 8-K Report, Financial Results (Apr 25, 2024)

WTW (NASDAQ: WTW), a global advisory, broking and solutions company, reported first-quarter 2024 results for the period ended March 31, 2024. Revenue rose 4% to $2.34 billion from $2.24 billion, with organic growth of 5%. Income from operations declined to $280 million from $285 million, and operating margin fell to 12.0% from 12.7%. Net income was $194 million, down from $206 million, and diluted EPS was $1.83 versus $1.88. On an adjusted basis, which excludes amortization, restructuring costs, and transaction and transformation expenses, adjusted operating income rose 16% to $483 million, adjusted operating margin expanded 200 basis points to 20.6%, and adjusted diluted EPS grew 16% to $3.29 from $2.84. Cash flow weakened, with cash from operating activities of $24 million versus $134 million a year earlier and free cash flow of $(9) million versus $92 million, driven by transformation and discretionary compensation payments. The company repurchased $101 million of shares and paid $86 million in dividends during the quarter. Transformation program savings reached $370 million of cumulative run-rate savings since inception, and WTW reaffirmed its full-year 2024 targets: revenue of $9.9 billion or greater, adjusted operating margin of 22.5% to 23.5%, and adjusted diluted EPS of $15.40 to $17.00. The filing furnishes the earnings press release (Exhibit 99.1) and a supplemental slide presentation (Exhibit 99.2) under Items 2.02 and 7.01. Investors should note that the headline adjusted metrics exclude significant transaction and transformation costs, which rose to $125 million from $59 million, and that GAAP net income and free cash flow declined year over year.

Apr 25, 2024 8-K

Willis Towers Watson 8-K Report, Material Agreement (Mar 5, 2024)

On March 5, 2024, Willis North America Inc. completed a public offering of $750,000,000 aggregate principal amount of its 5.900% Senior Notes due 2054. The notes mature on March 5, 2054, and pay interest semiannually in cash on March 5 and September 5, beginning September 5, 2024. The offering was made under a Form S-3 registration statement and was issued under a base indenture dated May 16, 2017, as supplemented by a seventh supplemental indenture dated March 5, 2024, with Computershare Trust Company, National Association as trustee. The notes are senior unsubordinated, unsecured obligations of the issuer. They rank equally with its existing and future senior unsecured debt, and are fully and unconditionally guaranteed by Willis Towers Watson Public Limited Company (the Parent) and several subsidiary guarantors. The filing states that the notes are effectively subordinated to the issuer's secured debt to the extent of the value of the assets securing that debt. The filing lists the issuer's other outstanding senior notes, including the 4.650% notes due 2027, 4.500% notes due 2028, 2.950% notes due 2029, 5.350% notes due 2033, 5.050% notes due 2048 and 3.875% notes due 2049, as well as Trinity Acquisition plc's 4.400% notes due 2026 and 6.125% notes due 2043. Net proceeds after the underwriting discount and estimated offering expenses are approximately $739 million. The company intends to use the proceeds to repay approximately $650 million aggregate principal amount of the issuer's 3.600% Senior Notes due 2024, plus accrued interest, which will retire that series in full, and for general corporate purposes.

Mar 5, 2024 8-K

Willis Towers Watson 8-K Report, Corporate Update (Feb 28, 2024)

Willis North America Inc., a Delaware corporation, priced a public offering of $750,000,000 aggregate principal amount of its 5.900% Senior Notes due 2054 on February 27, 2024. The notes are fully and unconditionally guaranteed by Willis Towers Watson Public Limited Company (the parent, without its consolidated subsidiaries), Willis Towers Watson Sub Holdings Unlimited Company, Willis Netherlands Holdings B.V., and several UK-based guarantor entities. The offering is registered under a Form S-3 shelf registration and is expected to close on March 5, 2024, subject to customary closing conditions. The company expects net proceeds of approximately $739 million after the underwriting discount and estimated offering expenses. Willis North America intends to use approximately $650 million of those proceeds to repay the 3.600% Senior Notes due 2024 along with accrued interest when due, which will fully retire that series, with the remainder going to general corporate purposes. The underwriters are BNP Paribas Securities Corp., BofA Securities, Inc., Citigroup Global Markets Inc., HSBC Securities (USA) Inc. and J.P. Morgan Securities LLC, acting as representatives. For investors, the filing is primarily a debt refinancing event: it extends the maturity profile out to 2054 and replaces a 2024 maturity with longer-dated debt at a 5.900% coupon. The filing also includes a February 28, 2024 press release announcing the pricing, which describes the company as a leading global advisory, broking and solutions company serving 140 countries and markets.

Feb 28, 2024 8-K

Willis Towers Watson 8-K Report, Financial Results (Feb 6, 2024)

WTW (filed under Willis Towers Watson Public Limited Company) reported fourth-quarter and full-year 2023 results on February 6, 2024. Revenue rose 7% to $2.91 billion for the quarter and 7% to $9.48 billion for the year, with organic revenue growth of 6% for the quarter and 8% for the full year. Diluted EPS was $5.97 for the quarter (up 11%) and $9.95 for the year (up 11%), while Adjusted Diluted EPS was $7.44 for the quarter (up 18%) and $14.49 for the year (up 8%). Adjusted operating margin expanded 180 basis points to 34.2% in the quarter and 110 basis points to 22.0% for the year. Cash generation improved meaningfully. Cash flow from operating activities was $1.3 billion for 2023 versus $812 million in 2022, and free cash flow was $1.2 billion versus $674 million, an improvement of $518 million. The company repurchased $1.0 billion of its shares during the year and paid $352 million in dividends. Total debt was $5,217 million at December 31, 2023, against $4,721 million a year earlier. For 2024, WTW expects revenue of $9.9 billion or greater, mid-single-digit organic revenue growth, adjusted operating margin of 22.5% to 23.5%, and adjusted diluted EPS of $15.40 to $17.00. The Transformation program's cumulative run-rate savings target was raised to $425 million from $380 million, and total program costs were raised to $1.125 billion from $900 million.

Feb 6, 2024 8-K

Willis Towers Watson 8-K Report, Financial Results (Oct 26, 2023)

WTW (NASDAQ: WTW) reported third-quarter 2023 revenue of $2.17 billion, up 11% as reported and up 9% on an organic basis. Net income fell 28% to $139 million, and diluted EPS was $1.29, down 25%. Adjusted diluted EPS rose 2% to $2.24, and adjusted operating margin expanded 170 basis points to 16.2%, while GAAP operating margin declined 60 basis points to 7.3%. Health, Wealth & Career revenue rose 10% as reported to $1.28 billion, with operating margin of 23.8%. Risk & Broking revenue rose 12% to $855 million, with operating margin of 15.7%. Cash generation improved over the nine-month period, with cash flows from operating activities of $823 million versus $437 million in the prior year and free cash flow of $707 million versus $337 million. During the quarter, WTW repurchased $350 million of its shares, or 1,681,385 shares, and it paid a quarterly cash dividend of $0.84 per share year to date. The company reported $300 million of cumulative annualized Transformation program savings since inception. For full-year 2023, WTW expects mid-single digit organic revenue growth, adjusted operating margin expansion, approximately $160 million of incremental run-rate Transformation savings, approximately $112 million of non-cash pension income, and a foreign currency headwind on adjusted EPS of approximately $0.07, up from $0.05 previously. It also expects an approximately 12% free cash flow margin. The filing also announced the launch of Verita, a new managing general underwriter focused on select industry verticals.

Oct 26, 2023 8-K

Shareholder MattersExhibits & Filings

Willis Towers Watson 8-K Report, Financial Results (Jul 27, 2023)

WTW (NASDAQ: WTW), then filed as Willis Towers Watson Public Limited Company, reported second-quarter 2023 results in a press release furnished as Exhibit 99.1 and a supplemental slide presentation as Exhibit 99.2. Revenue increased 6% to $2.16 billion for the quarter, with organic growth of 7%. However, GAAP diluted EPS fell 9% to $0.88, adjusted diluted EPS fell 12% to $2.05, and the adjusted operating margin declined 90 basis points to 14.6%. Management attributed the margin and earnings pressure to prior-year book-of-business sales, inflationary conditions and investment costs. WTW also updated its 2024 targets, lowering the adjusted operating margin range to 22.5%-23.5% from 23%-24% and adjusted diluted EPS to $15.40-$17.00 from $17.50-$20.50. The company cited an expected decline in pension income of approximately $1.65 per share and higher investment in talent and strategy. It raised its 2024 annualized run-rate savings target from the Transformation Program to $380 million, while the 2024 revenue target of $9.9+ billion was unchanged. Cash flow and capital allocation were stronger. Free cash flow for the first six months of 2023 was $350 million versus $198 million a year earlier, and the company repurchased $350 million of its shares during the quarter. For full-year 2023, management expects mid-single-digit organic revenue growth, adjusted operating margin expansion, and an approximately 12% free cash flow margin.

Jul 27, 2023 8-K

Leadership Changes

Willis Towers Watson 8-K Report, Executive Changes (Jul 24, 2023)

Willis Towers Watson Public Limited Company filed this Current Report on Form 8-K dated July 24, 2023, under Item 5.02 (Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers). The filing is a leadership-succession notice and contains no financial results, financial statements, or quantitative data. According to the filing, the company announced that in the third quarter of 2024, Adam Garrard will assume the role of chairman, Risk and Broking, upon the arrival of Lucy Clarke as president, Risk & Broking. The announcement is forward-looking, so the timing of the leadership change depends on Lucy Clarke joining the company. For investors, the filing signals a planned change in the leadership of the Risk and Broking business but does not disclose compensation terms, reasons for the changes, or any impact on company financial performance. The filing is signed by Matthew Furman, General Counsel.

Jul 24, 2023 8-K

Willis Towers Watson 8-K Report, Shareholder Vote Results (May 19, 2023)

Willis Towers Watson Public Limited Company held its 2023 Annual General Meeting of Shareholders on May 17, 2023, with a quorum of 96,717,333 ordinary shares present in person or by proxy. The filing states this represented approximately 90.8% of the 106,465,898 ordinary shares outstanding and entitled to vote as of the March 20, 2023 record date. There was no solicitation in opposition to the company's proxy solicitation. Shareholders approved every proposal on the agenda. All ten director nominees were elected, with each receiving the majority of votes cast FOR. Shareholders ratified Deloitte & Touche LLP as the independent auditor and Deloitte Ireland LLP for the Irish Statutory Accounts, and authorized the Board, acting through the Audit and Risk Committee, to fix the auditors' remuneration. Shareholders also approved, on an advisory basis, the compensation of the named executive officers. On the frequency of the say-on-pay vote, shareholders recommended an annual advisory vote, and the Board decided to continue holding it every year until the next required frequency vote, which the company must hold every six years. Shareholders also renewed the directors' authority to issue shares under Irish law up to approximately 20% of issued ordinary share capital, and their authority to opt out of statutory pre-emption rights for rights issues and for issuances up to approximately 10% of issued ordinary share capital.

May 19, 2023 8-K

Willis Towers Watson 8-K Report, Material Agreement (May 17, 2023)

Willis North America Inc., a Delaware corporation and issuer, completed a public offering on May 17, 2023 of $750,000,000 aggregate principal amount of its 5.350% Senior Notes due 2033. The notes are fully and unconditionally guaranteed by Willis Towers Watson Public Limited Company (the Parent) and several affiliated guarantor entities. Interest is payable semi-annually on May 15 and November 15, beginning November 15, 2023, and the notes mature on May 15, 2033. The notes are senior unsubordinated unsecured obligations that rank equally with the issuer's existing senior debt and are effectively subordinated to any secured debt to the extent of the value of collateral. Net proceeds after underwriting discount and estimated offering expenses are approximately $742 million. The company intends to use approximately $250 million of the proceeds to repay in full Trinity Acquisition plc's 4.625% Senior Notes due 2023, including accrued interest, with the balance available for general corporate purposes. The notes were sold under a Form S-3 registration statement (File No. 333-263086) and were issued under a base indenture dated May 16, 2017, as supplemented by a sixth supplemental indenture dated May 17, 2023, with Computershare Trust Company, National Association as trustee. The filing also references legal opinions from counsel covering the validity of the notes and guarantees, filed as Exhibits 5.1 through 5.4. For investors, the transaction is primarily a debt refinancing and liability management step that extends maturities while adding to the group's long-term senior unsecured debt stack.

May 17, 2023 8-K

Willis Towers Watson 8-K Report, Corporate Update (May 11, 2023)

Willis North America Inc., a Delaware corporation and indirect wholly-owned subsidiary of Willis Towers Watson Public Limited Company (NASDAQ: WTW), priced a registered public offering of $750,000,000 aggregate principal amount of 5.350% Senior Notes due 2033 on May 10, 2023. The notes are fully and unconditionally guaranteed by Willis Towers Watson Public Limited Company and certain of its direct and indirect subsidiaries, and the offering is expected to close on May 17, 2023, subject to customary closing conditions. The filing reports expected net proceeds of approximately $742 million after the underwriting discount and estimated offering expenses. The company intends to use the net proceeds to repay approximately $250 million aggregate principal amount of its 4.625% Senior Notes due 2023, plus related accrued interest, which will fully retire that series, with the remainder going to general corporate purposes. The offering was made under an effective Form S-3 shelf registration statement (File No. 333-263086) and is underwritten by Barclays Capital Inc., BofA Securities, Inc. and PNC Capital Markets LLC as representatives, alongside a broad group of joint book-running managers and senior co-managers. For investors, the filing is primarily a debt refinancing and liquidity-management event: the company is issuing new long-dated debt at a stated 5.350% coupon to retire a shorter-dated 4.625% note maturing in 2023, while the filing itself discloses no change in operations, earnings or guidance. The underwriting agreement is filed as Exhibit 1.1 and the pricing press release as Exhibit 99.1.

May 11, 2023 8-K

Willis Towers Watson 8-K Report, Financial Results (Apr 27, 2023)

WTW reported first-quarter 2023 results (quarter ended March 31, 2023) in a press release furnished as Exhibit 99.1, with a supplemental slide presentation furnished as Exhibit 99.2. Revenue rose 4% to $2.24 billion as reported, and 8% on an organic basis, despite a 3% foreign currency headwind. Income from operations increased 59% to $285 million, operating margin expanded 440 basis points to 12.7%, and adjusted operating margin expanded 140 basis points to 18.6%. Net income was $206 million versus $125 million, and diluted EPS was $1.88 versus $1.03 (up 83%). Adjusted diluted EPS rose 7% to $2.84. The company noted that adjusted EBITDA of $503 million (22.4% of revenue) declined 3%, with the sanction-driven divestiture of its Russian business as a headwind, partly offset by book-of-business settlements and interest income. Cash flow improved, with free cash flow of $92 million versus negative $10 million a year earlier, and WTW repurchased $104 million of its shares during the quarter. WTW also modified its three-year cumulative free cash flow target of $4.3 billion to $5.3 billion for 2022 through 2024, saying the paths to realizing long-term improvement opportunities will likely extend beyond the end of 2024. Its 2023 targets call for mid-single digit organic revenue growth, adjusted operating margin expansion, approximately $100 million of incremental run-rate Transformation Program savings, approximately $112 million of non-cash pension income, and a foreign currency headwind on adjusted EPS of approximately $0.05, up from $0.01 previously. By segment, Health, Wealth & Career revenue was $1.29 billion, up 3% (6% organic), with operating margin of 24.0%, up 330 basis points. Risk & Broking revenue was $904 million, up 1% (10% organic), with operating margin of 19.9%, down 170 basis points, which the company attributed primarily to the divestiture of its Russian operations.

Apr 27, 2023 8-K

Leadership ChangesRegulation FDExhibits & Filings

Willis Towers Watson 8-K Report, Financial Results (Feb 9, 2023)

WTW (Willis Towers Watson Public Limited Company) reported fourth quarter and full year 2022 results on February 9, 2023, furnishing a press release (Exhibit 99.1) and a supplemental slide presentation (Exhibit 99.2) under Items 2.02 and 7.01. For the quarter, revenue was $2.72 billion, up 1% as reported and up 5% on an organic basis, while diluted EPS was $5.40, down 72%, and adjusted diluted EPS was $6.33, up 12%. For the full year, revenue was $8.87 billion, down 1% as reported and up 4% organically, diluted EPS was $8.98, down 73%, and adjusted diluted EPS was $13.41, up 16%. The decline in reported earnings reflects the prior-year period, which included discontinued operations income of $1.8 billion in Q4 2021 and a $1 billion income receipt from the terminated Aon transaction in 2021. Full-year 2022 net cash from operating activities was $812 million versus $2.1 billion in 2021, and free cash flow was $674 million versus $1.9 billion. The company repurchased $3.5 billion of stock for the year, including $440 million in the fourth quarter, and cash and cash equivalents fell to $1.26 billion from $4.49 billion at year-end 2021. Management guided to mid-single-digit organic revenue growth and adjusted operating margin expansion for 2023, along with approximately $100 million of incremental run-rate Transformation Program savings and about $112 million of non-cash pension income. The slide presentation also sets FY2024 financial targets of $9.9 billion+ revenue, 23-24% adjusted operating margin, $4.3-$5.3 billion three-year free cash flow, and $17.50-$20.50 adjusted EPS, all stated as current expectations subject to significant risks and uncertainties.

Feb 9, 2023 8-K

Other Events

Willis Towers Watson 8-K Report, Corporate Update (Feb 8, 2023)

Willis Towers Watson Public Limited Company filed this Form 8-K under Item 8.01 (Other Events) to disclose modifications to incentive compensation targets. On February 6, 2023, the Human Capital and Compensation Committee modified the three-year performance targets of outstanding performance-based restricted share unit (PSU) awards granted under the long-term incentive program approved in February 2022. The Board ratified these changes. The modifications reflect the recast of the company's previously disclosed 2024 financial targets following completion of the divestiture of its Russian subsidiaries. Under the revised terms, 2022 PSU payouts will be based on a sliding scale, with a 100% (target) payout if the recast 2024 targets for Adjusted Operating Margin, Adjusted Net Revenue and Adjusted Earnings Per Share are achieved, with payouts adjusted for greater or lesser performance. The filing states there were no other changes to the awards. Separately, the Committee and Board determined that because the financial measures in the 2022 short-term incentive (STI) program, Adjusted Net Revenue and Adjusted Operating Income, are calculated on an organic basis excluding acquisitions and divestitures, the STI targets and actual results should reflect the Russian divestiture. The company states these changes are intended to align incentive compensation targets and payouts with how management views financial performance after the Russian business divestiture, which the filing says was not anticipated when the targets were originally set.

Feb 8, 2023 8-K

Willis Towers Watson 8-K Report, Executive Changes (Dec 9, 2022)

Willis Towers Watson (WTW) filed a Current Report on Form 8-K dated December 8, 2022, disclosing changes to its Board of Directors. On December 7, 2022, the Board appointed Stephen Chipman, Jackie Hunt, and Fredric Tomczyk as directors, each effective April 1, 2023. The filing states that the appointments were part of the Board's multi-year succession planning process, which used the assistance of a leading search firm. Two current directors, Brendan O'Neill and Linda Rabbitt, notified the Company that they will not stand for re-election at the next Annual General Meeting, to be held in the second quarter of 2023. The filing states that each decided not to stand for re-election in light of other commitments and in furtherance of the Board succession plan, and that there is no disagreement between the Company and either director on any matter relating to the Company's operations, policies or practices. Because of the timing of these changes, the Board will temporarily increase to 12 directors immediately before April 1, 2023, and then reduce to 10 directors following the conclusion of the 2023 Annual General Meeting. The press release announcing the changes is furnished as Exhibit 99.1 under Item 7.01 (Regulation FD) and is not deemed filed for purposes of Section 18 of the Exchange Act.

Dec 9, 2022 8-K

Willis Towers Watson 8-K Report, Financial Results (Oct 27, 2022)

WTW (NASDAQ: WTW), filed as Willis Towers Watson Public Limited Company, reported third-quarter 2022 results on October 27, 2022. Total revenue was $1.95 billion, down 1% as reported, but up 4% in constant currency and 6% on an organic basis. GAAP diluted EPS was $1.72, down 75% from $6.99 a year earlier, which included a $1 billion income receipt from the terminated Aon transaction in the prior-year quarter. Adjusted diluted EPS rose 27% to $2.20, and adjusted operating margin expanded 110 basis points to 14.5%. Net income was $192 million, and cash flow from operating activities for the nine months fell to $437 million from $1.9 billion, with free cash flow of $337 million. The company repurchased $369 million of stock in the quarter and $3.1 billion year to date. The company maintained its 2022 targets for mid-single-digit organic revenue growth and adjusted operating margin expansion, while raising its expected run-rate Transformation Program savings to approximately $110 million from $80 million and widening its foreign currency headwind to adjusted EPS to $0.25-$0.30 from $0.20-$0.25. WTW transferred ownership of its Russian subsidiaries to local management and recast its 2024 targets. Revenue is now $9.9 billion or more, down from $10 billion or more, and adjusted diluted EPS is $17.50-$20.50, down from $18.00-$21.00. The company estimates the Russian divestiture reduces annualized revenue by approximately $120 million. The filing furnishes the earnings press release (Exhibit 99.1) and a supplemental slide presentation (Exhibit 99.2) under Items 2.02 and 7.01, and these materials are not deemed filed for Section 18 purposes.

Oct 27, 2022 8-K

Shareholder MattersExhibits & Filings

Willis Towers Watson 8-K Report, Financial Results (Jul 28, 2022)

WTW (NASDAQ: WTW), filed as Willis Towers Watson Public Limited Company, reported second-quarter 2022 results in a press release furnished as Exhibit 99.1, with a supplemental slide presentation furnished as Exhibit 99.2. Total revenue was $2.03 billion, down 3% as reported, up 1% in constant currency and up 3% on an organic basis. Diluted EPS was $0.97, down 31% year over year, while adjusted diluted EPS was $2.32, up 9%. Income from operations was $137 million, or 6.7% of revenue, and adjusted operating income was $314 million, or 15.5% of revenue, with adjusted operating margin up 30 basis points. Management said it is raising its run-rate cost savings target from the Transformation Program to over $80 million for 2022, from $30 million previously, and expects more than $300 million by the end of 2024. The company repurchased $471 million of shares in the quarter and $2.7 billion year to date. Free cash flow for the six months was $198 million, versus $287 million a year earlier. Management maintained its full-year targets for mid-single-digit organic revenue growth and adjusted operating margin expansion, but raised its expected foreign currency headwind on adjusted EPS to approximately $0.20-$0.25 from $0.15-$0.20. The filing also reports a $2.0 billion increase in total debt to $4.72 billion at June 30, 2022 from $4.59 billion at year-end 2021, and cash of $1.92 billion, down from $4.49 billion. Income from continuing operations before taxes fell to $179 million for the quarter from $192 million a year earlier, and GAAP net income was $114 million, down 39%.

Jul 28, 2022 8-K

Willis Towers Watson 8-K Report, Shareholder Vote Results (Jun 14, 2022)

Willis Towers Watson Public Limited Company held its 2022 Annual General Meeting of Shareholders on June 8, 2022, with no solicitation in opposition to the company's proxy solicitation. Holders of 100,575,805 ordinary shares, representing approximately 89.66% of the 112,173,261 shares outstanding and entitled to vote as of the April 11, 2022 record date, were present in person or by proxy, which constituted a quorum. Shareholders approved every proposal considered at the meeting. Shareholders elected all nine director nominees to serve until the next annual general meeting, with Paul Reilly's appointment effective October 1, 2022. Shareholders also ratified Deloitte & Touche LLP as auditor and Deloitte Ireland LLP for the Irish Statutory Accounts, and approved the named executive officers' compensation on an advisory basis. Other approvals covered the renewal of the directors' authority to issue shares under Irish law up to approximately 33% of issued ordinary share capital, renewal of the authority to opt out of statutory pre-emption rights (for rights issues and for issuances up to approximately 10%), and the creation of distributable profits through the reduction and cancellation of the share premium account. Shareholders also approved amendments and restatement of the 2012 Equity Incentive Plan, which increase the number of ordinary shares reserved for issuance under the plan by 2,000,000. The filing lists the 2012 Plan as Exhibit 10.1, incorporated by reference to the company's April 28, 2022 definitive proxy statement, and includes the Inline XBRL cover page as Exhibit 104.

Jun 14, 2022 8-K

Willis Towers Watson 8-K Report, Material Agreement (May 19, 2022)

On May 19, 2022, Willis North America Inc., a Delaware subsidiary of Willis Towers Watson, completed a public offering of $750 million aggregate principal amount of its 4.650% Senior Notes due 2027. The notes are fully and unconditionally guaranteed by Willis Towers Watson Public Limited Company, the Irish parent company, and several other subsidiaries of the parent. The notes mature on June 15, 2027, accrue interest from May 19, 2022, and pay interest semi-annually on June 15 and December 15, beginning December 15, 2022. The filing states that net proceeds, after the underwriter discount and estimated offering expenses, are approximately $744 million. The company intends to use these proceeds to repay approximately €540 million of principal on its 2.125% Senior Notes due 2022, along with accrued interest, which will fully retire that series, and for general corporate purposes. The notes are senior unsubordinated, unsecured obligations that rank equally with the issuer's existing senior debt and with the guarantee of the parent's senior debt, including the parent's senior revolving credit facility. The filing also lists four legal opinions (Exhibits 5.1 through 5.4) addressing the validity of the notes and guarantees, which are incorporated by reference into the registration statement on Form S-3 (File No. 333-263086).

May 19, 2022 8-K

Willis Towers Watson 8-K Report, Corporate Update (May 13, 2022)

On May 12, 2022, Willis North America Inc., a wholly owned subsidiary of Willis Towers Watson Public Limited Company (NASDAQ: WTW), priced a registered public offering of $750,000,000 aggregate principal amount of 4.650% Senior Notes due 2027. The notes are fully and unconditionally guaranteed by the parent company and several of its Irish, Dutch and U.K. subsidiaries. The offering is expected to close on May 19, 2022, subject to customary closing conditions, and was made under a Form S-3 shelf registration statement (File No. 333-263086). The company expects net proceeds of approximately $744 million after the underwriting discount and estimated offering expenses. Proceeds will be used to repay approximately €540 million of 2.125% Senior Notes due 2022 along with accrued interest, fully retiring that series, and for general corporate purposes. The underwriting agreement, dated May 12, 2022, was entered into with Citigroup Global Markets Inc., HSBC Securities (USA) Inc., J.P. Morgan Securities LLC and Wells Fargo Securities, LLC as representatives of the underwriters. For investors, the filing is a debt refinancing transaction: it replaces maturing euro-denominated debt with new U.S. dollar senior notes carrying a 4.650% coupon and a 2027 maturity, and adds general corporate liquidity. The filing itself does not provide financial results or guidance.

May 13, 2022 8-K

Willis Towers Watson 8-K Report, Financial Results (Apr 28, 2022)

WTW (Willis Towers Watson Public Limited Company) reported first-quarter 2022 results, with total revenue of $2.16 billion, down 3% from $2.23 billion a year earlier. Organic revenue grew 2%, and foreign currency was a 2% headwind. Diluted EPS was $1.03, down 82% from $5.63, largely due to a prior-year gain on disposals and the $81 million Russia impairment and $57 million loss on disposal recorded this quarter. Adjusted diluted EPS rose 22% to $2.66 from $2.18, and adjusted operating margin expanded 200 basis points to 17.2%. Operating cash flow was $21 million and free cash flow was negative $10 million, compared with negative $165 million a year earlier. The company repurchased 9.9 million shares for $2.3 billion in the quarter, and the filing states it achieved its $4 billion near-term share repurchase target set at Investor Day. Cash and cash equivalents fell to $2.20 billion at March 31, 2022, from $4.49 billion at December 31, 2021. The company realigned into two segments, Health, Wealth & Career and Risk & Broking, effective January 1, 2022. Health, Wealth & Career grew 2% organically, while Risk & Broking was flat organically. Management maintained its 2022 targets, including mid-single digit organic revenue growth, adjusted operating margin expansion, $30 million of run-rate transformation savings, and a foreign currency headwind on adjusted EPS of approximately $0.15 to $0.20. The filing also states that the company is exiting its Russian business, which comprised approximately 1% of 2021 revenue.

Apr 28, 2022 8-K

Regulation FD

Willis Towers Watson 8-K Report, Regulation FD Disclosure (Mar 14, 2022)

Willis Towers Watson Public Limited Company (WTW) realigned its reporting effective January 1, 2022, from four segments into two: Health, Wealth and Career (HWC) and Risk and Broking (R&B). Prior segments were Human Capital and Benefits; Corporate Risk and Broking; Investment, Risk and Reinsurance; and Benefits Delivery and Administration. The Investment business and Benefits Delivery and Administration moved into HWC, and the Insurance Consulting and Technology business moved into R&B. The filing states that the change affects only how segment revenue, organic revenue, operating income and operating margin are reported, with no impact on previously reported consolidated financial statements or total organic revenue growth. Exhibit 99.1 presents unaudited recast segment information for 2021, 2020 and 2019 by quarter and full year. For full-year 2021, total segment revenue was $8.83 billion and total segment operating income was $2.18 billion. HWC generated $5.27 billion of revenue and $1.35 billion of operating income, with a 25.6% operating margin. R&B generated $3.56 billion of revenue and $835 million of operating income, with a 23.4% operating margin. Consolidated revenue was $9.00 billion in 2021, $8.62 billion in 2020 and $8.37 billion in 2019. Full-year 2021 organic revenue growth was 6% for total segments, 6% for HWC and 5% for R&B. The filing notes that divested Willis Re treaty reinsurance results are presented as discontinued operations in the Company's 10-K filed February 24, 2022, and are excluded from the divested-business reconciliations. The filing also states that WTW's Russia operations are primarily in R&B and comprised approximately 1% of consolidated revenue for 2021. The information is furnished under Item 7.01 and is not deemed filed for purposes of Section 18 of the Exchange Act.

Mar 14, 2022 8-K

Willis Towers Watson 8-K Report, Executive Changes (Feb 28, 2022)

Willis Towers Watson Public Limited Company filed this Form 8-K on February 28, 2022 to disclose compensation changes for its executive officers for 2022. On February 22, 2022, the Compensation Committee approved, and the Board ratified, changes to the short-term incentive (STI) and long-term incentive (LTI) programs, which the company says are intended to support a unified, team mindset as it advances its new business strategy. Under the 2022 STI Program, awards are weighted 66.7% on enterprise financial performance (split evenly between adjusted net revenue and adjusted operating income) and 33.3% on individual performance, with payouts ranging from 50% of target at threshold to 200% of target at maximum. The 2022 LTI Program adds time-based restricted share units (RSUs) alongside performance-based restricted share units (PSUs). Executive equity awards will be 75% PSUs, which cliff vest at the end of a three-year performance period, and 25% RSUs, which vest in equal installments over three years. PSUs will be measured against fiscal 2024 growth targets weighted 50% on adjusted operating margin, 30% on adjusted net revenue and 20% on adjusted earnings per share, consistent with the company's 2021 Investor Day targets. The filing also amends the U.S. and Non-U.S. Executive Severance Plans, primarily changing amounts payable to Carl Hess, the Chief Executive Officer as of January 1, 2022, and requiring participants to sign a general release. The filing also reports that, based on actual results, the company will pay former CEO John Haley an additional $202,410 related to his 2021 STI award, which had been paid on December 31, 2021, his departure date, based on forecasted results.

Feb 28, 2022 8-K

Willis Towers Watson 8-K Report, Financial Results (Feb 8, 2022)

WTW (NASDAQ: WTW), then filing as Willis Towers Watson Public Limited Company, reported fourth-quarter and full-year 2021 results on February 8, 2022. Revenue rose 1% to $2.71 billion for the quarter and 4% to $9.00 billion for the year, with organic growth of 4% for the quarter and 6% for the year. Income from operations was $2.2 billion for the year, or 24.5% of revenue, and adjusted operating income was $1.8 billion, or 19.9% of revenue, up 190 basis points. Results are presented on a continuing operations basis, with Willis Re reclassified to discontinued operations following its sale to Gallagher, which was completed in principal jurisdictions on December 1, 2021. GAAP diluted earnings per share including discontinued operations were $19.19 for the quarter and $32.78 for the year, while adjusted diluted EPS was $5.67 for the quarter and $11.60 for the year, up 19%. Free cash flow including discontinued operations was $1.91 billion for the year, up 23%, though the filing notes it included a $948 million deal termination income receipt related to the terminated Aon transaction, partly offset by tax payments, legal settlement payments and higher incentive compensation. Cash and cash equivalents rose to $4.69 billion at year-end from $2.04 billion, and total debt fell to $4.59 billion from $5.64 billion. The company repurchased approximately $1.6 billion of stock during 2021. For 2022, the company expects to deliver adjusted operating margin expansion, mid-single digit organic revenue growth, approximately $0.15 to $0.20 of headwind to adjusted EPS from foreign currency at current rates, and about $30 million of run-rate savings from its transformation program.

Feb 8, 2022 8-K

Willis Towers Watson 8-K Report, Corporate Update (Jan 7, 2022)

Willis Towers Watson Public Limited Company announced that its ticker symbol on the Nasdaq stock market will change from "WLTW" to "WTW" at the open of market trading on Monday, January 10, 2022. The Company has traded under the "WLTW" ticker since 2016. The change is administrative. The filing states that no action is required from shareholders, that the ordinary shares will continue to be listed on Nasdaq, and that the CUSIP will remain unchanged. The filing contains no financial results, guidance, or other financial information. Its only exhibit is the Inline XBRL cover page interactive data file.

Jan 7, 2022 8-K

Willis Towers Watson 8-K Report, Executive Changes (Dec 30, 2021)

Willis Towers Watson Public Limited Company filed this Form 8-K on December 30, 2021 to disclose changes to its Board of Directors under Item 5.02. On December 28, 2021, directors Anna Catalano, Wendy Lane and Wilhelm Zeller notified the Company that they will not stand for re-election at the 2022 Annual General Meeting of Shareholders (AGM). Victor Ganzi had previously announced in November that he would not stand for re-election. The directors cited other commitments and the previously announced Board refreshment plan, and the filing states there was no disagreement with the Company on any matter relating to its operations, policies or practices. As part of the Board refreshment plan, three new directors will join the Board on January 1, 2022, and a fourth new director will join on April 1, 2022. The Board also appointed Paul Thomas as the next Non-Executive Chair, succeeding Victor Ganzi at the conclusion of Ganzi's term at the 2022 AGM. Thomas's term as Chair will run from the conclusion of the 2022 AGM until the conclusion of the 2023 AGM. The filing contains no financial results or dollar figures. Its substance is governance: a significant turnover of board members and a leadership transition in the Chair role, with the new directors and Chair scheduled to take effect in 2022.

Dec 30, 2021 8-K