WTW · Willis Towers Watson

529 filings

WTW SEC Filings

Willis Towers Watson - 529 total filings

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

Showing 1–50 of 529 filings

Willis Towers Watson 8-K Report, Executive Changes (Nov 3, 2026)

Willis Towers Watson Public Limited Company (the "Company") announced on November 3, 2026 that Steven Alcock, 47, will succeed Joseph Kurpis as Principal Accounting Officer and Controller, effective April 1, 2027. Mr. Kurpis had previously notified the Company of his intent to retire from these roles. This filing is a Form 8-K under Item 5.02, which covers changes in directors or certain officers and related compensatory arrangements. Mr. Alcock has served as Head of Finance, International since January 2022 and, since December 2025, as Chief Financial Officer of Willis Limited, a regulated U.K. subsidiary. He joined the Company in 1997 and has held several senior accounting and finance leadership roles since then. The filing states that there are no arrangements or understandings with any other person tied to his appointment, no family relationships with any director or executive officer, and no direct or indirect material interest in any transaction requiring disclosure under Item 404(a) of Regulation S-K. For investors, the filing describes a planned, orderly leadership transition in the finance and accounting function rather than an unexpected departure. The filing does not disclose any compensation terms for Mr. Alcock or any change to the Company's financial results or outlook.

Nov 3, 2026 8-K

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 10-Q

Willis Towers Watson Quarterly Report for Q3 Ended Sep 30, 2026

Willis Towers Watson Public Limited Company reported revenue of $2,460 million for the three months ended September 30, 2026, up from $2,288 million a year earlier, an increase of $172 million, or 8%, as reported and 4% organically. Net income attributable to WTW was $303 million for the quarter, compared with $304 million in the prior-year quarter, and $829 million for the nine months, down from $870 million. Diluted earnings per share were $3.24 for the quarter versus $3.11, and adjusted diluted earnings per share were $3.63 versus $3.07. Adjusted EBITDA margin was 23.5% for the quarter, compared with 22.5% a year earlier. The filing attributes the higher adjusted results primarily to higher revenue and lower non-income-related tax expense, partially offset by higher salary and incentive costs. The company's balance sheet and capital allocation shifted during the nine months. Cash and cash equivalents fell to $1,946 million from $3,132 million at December 31, 2025, reflecting acquisitions of Newfront ($1.05 billion up-front) and Cushon, $970 million of share repurchases and $267 million of dividends. Total debt rose to $6,532 million, including a $775 million delayed draw term loan, and the capitalization ratio was 45.7%. Net cash from operating activities was $1,213 million for the nine months, and free cash flow was $1,064 million. The company is authorized to repurchase about $1.8 billion more of shares. The filing also details the Propel AI acceleration plan, approved July 28, 2026, which the company expects to generate approximately $400 million in annual cost savings and approximately $350 million in net annual savings by the end of 2028, against approximately $625 million of expected cash costs. Willis Re, the reinsurance joint venture with Bain Capital, has a pending acquisition of the U.S. reinsurance business of BMS Group, expected to close in the fourth quarter of 2026, for which the company is obligated to fund up to approximately $102 million.

Oct 29, 2026 8-K

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 10-Q

Willis Towers Watson Quarterly Report for Q2 Ended Jun 30, 2026

Willis Towers Watson Public Limited Company reported second-quarter 2026 revenue of $2.47 billion, up from $2.26 billion a year earlier, with net income attributable to WTW of $229 million versus $331 million in the prior-year quarter. Diluted EPS was $2.43 compared with $3.32. For the six months, revenue was $4.88 billion and net income attributable to WTW was $526 million, against $566 million a year earlier. The filing attributes the quarterly decline in net income mainly to higher salary and incentive costs, higher income tax expense, and higher transaction and integration expenses, partly offset by higher revenue. Organic revenue growth was 5% for the quarter and 4% for the six months. Adjusted EBITDA rose to $529 million from $470 million in the quarter, and adjusted diluted EPS was $3.35 versus $2.86. During the period the company completed the Newfront Insurance Holdings acquisition (up-front consideration of $1.05 billion) and the Cushon acquisition (cash consideration of £150 million). It repurchased $750 million of shares and paid $178 million in dividends. Cash and cash equivalents fell to $1.6 billion from $3.1 billion at year-end 2025, and total debt rose to $6.53 billion from $6.31 billion. Operating cash flow was $474 million and free cash flow was $360 million for the six months. After the quarter end, on July 28, 2026, the board approved a two-year artificial intelligence acceleration plan called Propel, expected to generate approximately $400 million in annual cost savings and $350 million in net annual cost savings by the end of 2028, against approximately $625 million of cash costs and $25 million of non-cash charges. The board also approved a $1.5 billion increase to the share repurchase program, and the Principal Accounting Officer and Controller, Joseph S. Kurpis, notified the company of his intent to retire in the first half of 2027.

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 10-Q

Willis Towers Watson Quarterly Report for Q1 Ended Mar 31, 2026

Willis Towers Watson Public Limited Company reported first-quarter 2026 revenue of $2.41 billion, up from $2.22 billion in the prior-year quarter, with net income attributable to WTW of $297 million compared with $235 million, and diluted earnings per share of $3.10 versus $2.33. The filing attributes the revenue increase to currency translation, which added $100 million, and to acquisitions, with organic revenue growth of 3%. Income from operations rose to $448 million from $432 million, though the quarter included $41 million of transaction and integration expenses tied to the Newfront acquisition. Adjusted EBITDA was $589 million versus $532 million, and adjusted diluted earnings per share were $3.72 versus $3.13, per the filing's non-GAAP reconciliations. Balance sheet and cash flow reflect the Newfront acquisition, completed January 27, 2026 for up-front consideration of $1.05 billion. Cash and cash equivalents fell to $1.86 billion from $3.13 billion at year-end 2025. Net cash used in operating activities was $10 million, and free cash flow was negative $65 million. Total debt was $6.30 billion, essentially unchanged from $6.31 billion, after a $550 million delayed draw term loan borrowing was used to repay the 4.400% senior notes due 2026. The company repurchased $300 million of shares in the quarter and paid $88 million in dividends, and it has $992 million remaining under its share repurchase authority. Management describes a softening insurance pricing market at the time of filing. HWC segment operating income rose to $346 million from $311 million, and R&B segment operating income rose to $252 million from $226 million. Pending acquisitions of Cushon and Al-Futtaim Willis are expected to close in the second quarter of 2026. The filing reports no material changes to risk factors from the Form 10-K filed February 25, 2026.

Apr 30, 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 10-K

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 8-K

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

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

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

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 10-Q

Willis Towers Watson Quarterly Report for Q3 Ended Sep 30, 2025

Willis Towers Watson Public Limited Company (WTW) reported third-quarter 2025 revenue of $2,288 million, essentially flat with $2,289 million in the prior-year quarter, and nine-month revenue of $6,772 million, down from $6,895 million. The filing attributes the as-reported decline primarily to the December 31, 2024 sale of TRANZACT. Organic revenue growth was 5% for both the three and nine months ended September 30, 2025. Net income attributable to WTW was $304 million for the quarter and $870 million for the nine months, compared with net losses of $1,675 million and $1,344 million in the prior-year periods, which included a $1,042 million impairment and a $1,190 million loss on disposal related to TRANZACT. Diluted earnings per share were $3.11 for the quarter and $8.74 for the nine months. On an adjusted basis, WTW reported adjusted diluted earnings per share of $3.07 for the quarter, up from $2.77, and $9.07 for the nine months, up from $8.33. Adjusted EBITDA was $515 million for the quarter, versus $479 million, with an adjusted EBITDA margin of 22.5% compared with 20.9%. The filing cites lower marketing expenses, decreased office and technology expenses, and a lower weighted-average share count from repurchases as drivers. The filing also describes the current insurance market as softening, which it says can pressure commission revenue. Cash generation and capital returns were significant. Net cash from operating activities was $1,004 million for the nine months, and free cash flow was $838 million, compared with $724 million a year earlier. During the nine months, WTW repurchased $1.3 billion of shares and paid $269 million in dividends, and approximately $1.6 billion remained under its repurchase authority at September 30, 2025. Total debt was $5,313 million, including $550 million of 4.400% senior notes due 2026. On October 17, 2025, WTW entered into a new $1.5 billion revolving credit facility maturing in 2030.

Oct 30, 2025 8-K

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 10-Q

Willis Towers Watson Quarterly Report for Q2 Ended Jun 30, 2025

Willis Towers Watson Public Limited Company (WTW) reported revenue of $2,261 million for the three months ended June 30, 2025, compared with $2,265 million a year earlier, and $4,484 million for the six months, down $122 million, or 3%, from $4,606 million. The filing attributes the as-reported decline primarily to the December 31, 2024 sale of TRANZACT. Organic revenue growth was 5% in both the quarter and the six-month period, driven by both segments. Net income attributable to WTW rose to $331 million for the quarter from $141 million, and diluted earnings per share were $3.32 versus $1.36. The company cites lower Transformation program costs, lower marketing expenses and lower local office expenses as the main drivers. Income from operations was $368 million (16.3% margin) versus $212 million, and adjusted operating income was $419 million (18.5% margin) versus $385 million. Cash generation was weaker in the first half. Net cash from operating activities was $326 million for the six months, compared with $431 million, and free cash flow was $217 million versus $305 million. The filing attributes the decline to increased compensation and cash tax payments and the absence of TRANZACT cash inflows, partly offset by lower Transformation spending. Cash and cash equivalents were $1,963 million at June 30, 2025, supported in part by a $750 million earnout related to the 2021 divestiture of Willis Re. Capital returns remained significant. WTW repurchased $700 million of shares in the first half and paid $179 million in dividends, with a quarterly dividend of $0.92 per share. About $742 million remained under the repurchase authority at June 30, 2025. Total debt was $5,311 million, including $549 million of 4.400% senior notes due in 2026, and the company stated it was in compliance with all financial covenants. The filing also notes a one-time, non-cash pension settlement charge of $82 million in the first quarter, which reduced other income and contributed to a six-month other loss of $55 million.

Aug 1, 2025 8-K

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 10-Q

Willis Towers Watson Quarterly Report for Q1 Ended Mar 31, 2025

Willis Towers Watson Public Limited Company reported first-quarter 2025 revenue of $2,223 million, down from $2,341 million in the prior-year quarter. The filing attributes the as-reported decline primarily to the sale of TRANZACT on December 31, 2024, and states that organic revenue grew 5%, driven by both the Health, Wealth & Career and Risk & Broking segments. Income from operations rose to $432 million from $280 million, mainly because of lower transformation, transaction and restructuring costs following the completion of the Transformation program in the fourth quarter of 2024. Net income attributable to WTW increased to $235 million from $190 million, and diluted earnings per share were $2.33 compared with $1.83. Adjusted EBITDA declined to $532 million from $546 million, and adjusted diluted earnings per share were flat at $3.13. Cash generation weakened. Net cash used in operating activities was $35 million, compared with $24 million of cash from operations in the prior year, and free cash flow was negative $86 million versus negative $36 million. The filing cites the absence of TRANZACT-related cash collections and higher compensation payments. Net income was also affected by a one-time, non-cash pension settlement charge of $82 million tied to a February 2025 group annuity purchase by the U.S. pension plan. The company repurchased $200 million of shares and paid $88 million in dividends during the quarter, and it reports approximately $1.2 billion remaining under its share repurchase authority. Liquidity and leverage remained substantial. Total debt was $5,310 million at March 31, 2025, including $549 million of 4.400% senior notes due 2026 classified as current. Cash and cash equivalents were $1,507 million, and the $1.5 billion revolving credit facility remained undrawn. The filing states that the company received a $750 million earnout related to the 2021 divestiture of Willis Re in April 2025, and that it believes it has sufficient liquidity for the next twelve months.

Apr 24, 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 10-K

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 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 10-Q

Willis Towers Watson Quarterly Report for Q3 Ended Sep 30, 2024

Willis Towers Watson plc's third-quarter 2024 10-Q shows a sharp GAAP loss driven by the pending sale of its TRANZACT business. Revenue for the three months ended September 30, 2024 was $2.29 billion, up from $2.17 billion, and nine-month revenue was $6.90 billion versus $6.57 billion. Net loss attributable to WTW was $1.68 billion for the quarter (diluted loss per share of $16.44), compared with net income of $136 million a year earlier, and $1.34 billion for the nine months. The loss reflects a $1.04 billion goodwill impairment in the Benefits, Delivery and Administration reporting unit and a $1.19 billion loss on disposal, both tied to the agreement to sell TRANZACT for total cash consideration of $632 million, targeted for completion by December 31, 2024. Excluding these and other adjusting items, the company reported adjusted operating income of $414 million for the quarter, up from $351 million, and adjusted EBITDA of $501 million, up from $436 million. Organic revenue growth was 6% for the quarter and 5% for the nine months. Adjusted diluted earnings per share were $2.93 versus $2.24 in the prior-year quarter. Management noted that these adjusted measures are non-GAAP and exclude impairment, amortization, restructuring, transaction and transformation costs, and disposal gains and losses. On the balance sheet, cash and cash equivalents were $1.37 billion at September 30, 2024, and total debt was $5.31 billion, with the capitalization ratio rising to 41.5% from 35.4% at year-end 2023. Operating cash flow was $913 million for the nine months, and free cash flow was $807 million. The company repurchased $506 million of shares in the nine months and had approximately $837 million remaining under its repurchase authority. Quarterly dividends of $0.88 per share were declared, and the company issued $750 million of 5.900% senior notes due 2054 in March 2024, using proceeds to repay $650 million of 3.600% notes at maturity.

Oct 31, 2024 8-K

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 10-Q

Willis Towers Watson Quarterly Report for Q2 Ended Jun 30, 2024

Willis Towers Watson Public Limited Company reported higher second-quarter 2024 results, with revenue of $2,265 million, up from $2,159 million in the prior-year quarter. Net income attributable to WTW was $141 million, compared with $94 million, and diluted earnings per share were $1.36, compared with $0.88. For the six months ended June 30, 2024, revenue was $4,606 million (versus $4,403 million), net income attributable to WTW was $331 million (versus $297 million), and diluted earnings per share were $3.20 (versus $2.77). The filing attributes the increases primarily to higher revenue in both the Health, Wealth & Career and Risk & Broking segments. Organic revenue growth was 6% for the quarter and 5% for the six months. Adjusted measures also improved. Adjusted operating income was $385 million for the quarter (versus $315 million) and adjusted diluted earnings per share were $2.55 (versus $2.05). Adjusted EBITDA was $466 million for the quarter (versus $411 million) and $1,034 million for the six months (versus $914 million). Management cited higher revenue, partly offset by higher incentive costs and salary expense. Net cash from operating activities was $431 million for the six months, and free cash flow, as the company defines it, was $361 million, compared with $350 million a year earlier. On the balance sheet, the company issued $750 million of 5.900% senior notes due 2054 and used proceeds to repay $650 million of 3.600% senior notes at maturity. Total debt was $5,307 million at June 30, 2024, and the company had full access to its $1.5 billion revolving credit facility. Management repurchased $301 million of shares in the first half and had approximately $1.0 billion remaining on its repurchase authority. The filing also notes the Transformation program, which the company expects to generate annual cost savings in excess of $450 million by the end of 2024, and the CMS 2025 Final Rule, which could affect compensation for its Medicare Advantage businesses.

Jul 25, 2024 8-K

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 10-Q

Willis Towers Watson Quarterly Report for Q1 Ended Mar 31, 2024

Willis Towers Watson Public Limited Company reported first-quarter 2024 revenue of $2,341 million, up from $2,244 million in the prior-year quarter, and net income attributable to WTW of $190 million, down from $203 million. Diluted earnings per share were $1.83 versus $1.88. The filing attributes the net income decline primarily to higher transformation and transaction costs ($125 million versus $59 million), higher salary expense, higher restructuring costs and higher marketing costs. Adjusted diluted earnings per share rose to $3.29 from $2.84, and adjusted operating income increased to $483 million from $418 million. Organic revenue grew 5%, with both the Health, Wealth & Career and Risk & Broking segments contributing. Cash flow was weak in the quarter: net cash from operating activities was $24 million compared with $134 million a year earlier, and free cash flow was negative $9 million versus $92 million. The company attributed the decline mainly to Transformation program cash outflows and discretionary compensation payments. Cash rose to $1.9 billion at March 31, 2024, supported by the issuance of $750 million of 5.900% senior notes due 2054, which the company plans to use to repay the $650 million 3.600% senior notes maturing in the second quarter of 2024. The company repurchased $101 million of shares and retains about $1.2 billion of repurchase authority. The Transformation program remains a major cost driver, with cumulative costs of approximately $995 million and total investment of $1.125 billion, and the company identified $370 million of cumulative annualized run-rate savings since inception. The filing also notes the completed sale of Willis Re to Arthur J. Gallagher & Co. and related transition services, along with ongoing litigation and regulatory matters and the CMS 2025 Final Rule affecting Medicare compensation.

Apr 25, 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 10-K

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 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 10-Q

Willis Towers Watson Quarterly Report for Q3 Ended Sep 30, 2023

Willis Towers Watson plc reported third-quarter 2023 revenue of $2,166 million, up from $1,953 million a year earlier, with net income attributable to WTW of $136 million versus $190 million. For the nine months ended September 30, 2023, revenue was $6,569 million and net income attributable to WTW was $433 million, compared with $421 million a year earlier. The filing states that as-reported revenue grew 11% in the quarter and 7% year-to-date, and organic revenue grew 9% and 8% respectively. Income from operations rose to $586 million for the nine months from $470 million, and adjusted EBITDA was $1,350 million for the nine months versus $1,376 million a year earlier. Cash flow and capital allocation were central to the period. Net cash from operating activities was $823 million for the nine months, up from $437 million, and free cash flow was $707 million versus $337 million. The company repurchased $804 million of shares during the nine months, paid $265 million in dividends, and at quarter-end had about $1.5 billion remaining on its repurchase authority. Total debt was $5,214 million, and the company issued $750 million of 5.350% senior notes due 2033 in May 2023, using proceeds to repay $250 million of 4.625% notes. The filing also reflects the completed sale of Willis Re to Arthur J. Gallagher & Co., which produced a $922 million cash and fiduciary transfer in investing activities during 2023 and a final settlement that added $5 million to the gain. The Transformation program was revised in the second quarter of 2023 to target annual cost savings above $380 million by the end of 2024 on a total investment of $900 million.

Oct 26, 2023 8-K

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 10-Q

Willis Towers Watson Quarterly Report for Q2 Ended Jun 30, 2023

Willis Towers Watson Public Limited Company (WTW) reported revenue of $2,159 million for the three months ended June 30, 2023, up from $2,031 million a year earlier, and $4,403 million for the six months, up from $4,191 million. Income from operations was $427 million for the six months versus $316 million in the prior-year period, and net income attributable to WTW was $297 million for the six months compared with $231 million. For the quarter, net income attributable to WTW declined to $94 million from $109 million, with the filing citing higher salary and incentive costs, higher transaction and transformation costs, and lower pension income. Diluted earnings per share from continuing operations were $0.88 for the quarter versus $1.38 a year earlier, and $2.77 for the six months versus $2.31. Adjusted EBITDA was $411 million for the quarter, compared with $450 million, and $914 million for the six months, compared with $968 million. Free cash flow for the six months was $350 million, up from $198 million, which the filing attributes mainly to favorable working capital movements. Cash from operating activities was $430 million for the six months, versus $258 million. Total debt rose to $5,464 million from $4,721 million after the May 2023 issuance of $750 million of 5.350% senior notes due 2033, whose proceeds will largely repay a $250 million note maturing in the third quarter of 2023. The company repurchased $454 million of shares in the first half and had about $889 million of remaining repurchase authority at June 30, 2023. The filing also covers the completed sale of Willis Re to Arthur J. Gallagher & Co., under which a side letter effective June 1, 2023 transferred $4.5 billion of fiduciary assets and liabilities and produced a $916 million cash outflow in investing activities. The company's Transformation program now targets annual cost savings above $380 million by the end of 2024 on a total investment of $900 million. Part II, Item 5 discloses that an affiliate of Willis Limited has made a voluntary self-disclosure to OFAC regarding a 2021 claims payment from the F.A.I.R. Non-Life Reinsurance Pool that included Iranian carriers, totaling $1,296.73 of the $25,934.61 payment.

Jul 27, 2023 8-K

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 10-Q

Willis Towers Watson Quarterly Report for Q1 Ended Mar 31, 2023

Willis Towers Watson Public Limited Company (WTW) reported first-quarter 2023 revenue of $2,244 million, up from $2,160 million in the prior-year quarter, with as-reported revenue growth of 4% and organic revenue growth of 8%. Income from operations rose to $285 million from $179 million, and net income attributable to WTW increased to $203 million from $122 million. Diluted earnings per share from continuing operations were $1.88, compared with $0.94 a year earlier. The prior-year quarter included an $81 million impairment tied to Russian business and a $54 million loss on disposal of operations, which affect the year-over-year comparison. On a non-GAAP basis, adjusted operating income was $418 million (18.6% margin) versus $371 million, while adjusted EBITDA was $503 million versus $518 million, with the filing citing higher travel and entertainment costs, professional services and marketing expenses, and lower pension income. Adjusted diluted earnings per share rose to $2.84 from $2.66, which the company attributed primarily to a lower weighted-average share count from repurchases. Free cash flow was $92 million, compared with negative $10 million a year earlier, and cash from operating activities was $134 million. The balance sheet shows cash and cash equivalents of $1,135 million and total debt of $4,722 million at March 31, 2023, with a $1.5 billion revolving credit facility fully available. The company repurchased $104 million of shares in the quarter, has about $1.2 billion of remaining repurchase authority, and plans to repay $250 million of 4.625% senior notes maturing in the third quarter of 2023. The filing also notes the completed sale of Willis Re to Arthur J. Gallagher & Co., ongoing transition services revenue, and an additional $75 million of annualized run-rate savings identified under the Transformation program.

Apr 27, 2023