WILLIS TOWERS WATSON PLC

Willis Towers Watson Public Limited Company is a leading global advisory, broking and solutions company that provides data-driven, insight-led solutions in the areas of people, risk and capital, utilizing the global view and local expertise of its approximately 47,000 ¹ colleagues serving more than 140 ² countries and markets. The company operates in attractive markets—both growing and mature—with a diversified platform across industries, segments and businesses globally. Its clients include approximately 93% ³ of the FTSE 100, 89% ⁴ of the Fortune 1000, and 92% ⁵ of the Fortune Global 500 companies, and it also advises the majority of the world's leading insurance companies. None of the company's clients individually represented more than 10% ⁶ of its consolidated revenue for each of the years ended December 31, 2025, 2024 and 2023. The company places insurance with approximately 2,500 ⁷ insurance carriers, none of which individually accounted for a significant concentration of the total premiums placed on behalf of clients in 2025, 2024 or 2023.

The company faces competition in all fields in which it operates, based on factors including global capability, product breadth, innovation, quality of service and price. Competitors named in the filing include Aon plc, Arthur J. Gallagher & Co., Brown & Brown Inc., Cognizant Technology Solutions Corporation, Marsh & McLennan Companies, Inc. and Robert Half International Inc., as well as numerous specialty, regional and local firms. In the pension consulting industry, the largest competitors are Mercer HR Consulting (a Marsh & McLennan company) and Aon plc. In the insurance consulting and software industry, major competitors include Milliman, Oliver Wyman (a Marsh & McLennan company), the big four accounting firms (Deloitte LLP, Ernst & Young, PricewaterhouseCoopers, and KPMG), and SunGard. In the insurance exchange industry, Aon plc, Mercer (a Marsh & McLennan company), Automatic Data Processing and Fidelity are among the largest competitors. The company believes it has developed competitive advantages in providing HR consulting and risk management consulting services, and believes the primary factors in selecting an HR consulting or risk management services firm include reputation, the ability to provide measurable increases to shareholder value and return on investment, geographic scope, quality of service, innovative ideas, and the ability to tailor services to clients' unique needs.

The company derives the majority of its revenue from either commissions or fees for brokerage or from consulting services. Commission levels generally follow the same trend as premium levels as they are derived from a percentage of the premiums paid by the insureds. Fees for consulting services are spread across a variety of complementary businesses that generally remain steady during times of uncertainty. The company is not an insurance company and does not underwrite insurable risks for its own account. The business strategy is focused on extending and amplifying WTW's strengths to deliver sustainable growth and profitability through three strategic objectives: accelerate performance, enhance efficiency, and optimize portfolio. These objectives are enabled by a focused investment framework and capital allocation strategy aiming to grow revenue, improve margins and increase free cash flow, EBITDA and earnings.

The company manages its business across two integrated reportable operating segments: Health, Wealth & Career (HWC) and Risk & Broking (R&B). For the year ended December 31, 2025, HWC generated approximately 55% ⁸ of segment revenue and R&B generated approximately 45% ⁹ of segment revenue. The HWC segment provides an array of advice, broking, solutions and technology for employee benefit plans, institutional investors, compensation and career programs, and the employee experience overall, addressing four key areas: Health, Wealth, Career and Benefits Delivery & Outsourcing. The Health & Benefits business provides strategy and design consulting, plan management service and support, broking and administration across health, wellbeing and other group benefit programs. The Wealth-related businesses include Retirement, which provides actuarial support, plan design, and administrative services for pension and retirement savings plans, and Investments, which provides advice and discretionary investment management solutions to defined benefit and defined contribution pension plans as well as insurers, endowments and foundations, and private wealth investors. The Career-related offerings include advice, data, software and products delivered through Work & Rewards and Employee Experience businesses. The Benefits Delivery & Outsourcing businesses include Individual Marketplace, which offers decision support processes and tools to connect consumers with insurance carriers in private individual and Medicare markets, and Global Outsourcing, which administers health, welfare and retirement plans of clients using proprietary technology.

The Risk & Broking segment provides a broad range of risk advice, insurance brokerage and consulting services to clients globally, ranging from small businesses to multinational corporations. The segment comprises two primary businesses: Corporate Risk & Broking (CRB) and Insurance Consulting and Technology (ICT). The CRB business places more than $34 billion ¹⁰ of premiums into the insurance markets on an annual basis and delivers integrated global solutions tailored to client needs, underpinned by data and analytics through a balanced matrix of global lines of business and local Property and Casualty businesses across four geographical areas: North America, Great Britain, Western Europe and International. CRB's lines of business include Property and Casualty, Affinity, Risk & Analytics, and specialty global lines of business including Aerospace, Construction, Global Markets Direct & Facultative, Financial, Executive and Professional Risks (FINEX), Credit Risk Solutions, Crisis Management, Surety, Marine, and Natural Resources. ICT is a global business that provides advice and technology solutions to the insurance industry, leveraging industry experience, strategic perspective and analytical skills to help clients measure and manage risk and capital, improve business performance and create a sustainable competitive advantage, with services including software and technology, risk and capital management, products and product pricing, financial and regulatory reporting, financial and capital modeling, M&A, outsourcing and business management.

During the year ended December 31, 2025, the company completed offerings of $700 million ¹¹ aggregate principal amount of 4.550% senior notes due 2031 and $300 million ¹² aggregate principal amount of 5.150% senior notes due 2036, with net proceeds of $989 million ¹³ used to pay the consideration for the Newfront acquisition, which was completed on January 27, 2026, and related fees, costs and expenses. The company repurchased $1.6 billion ¹⁴ of its outstanding shares during the year ended December 31, 2025. On September 16, 2025, the board of directors approved a $1.5 billion ¹⁵ increase to the existing share repurchase program, bringing the total approved authorization since April 20, 2016 to $11.7 billion ¹⁶. The company also received a $750 million ¹⁷ earnout related to the 2021 sale of its Willis Re business during the first half of 2025. On October 17, 2025, the company entered into a third amended and restated $1.5 billion ¹⁸ revolving credit facility. On December 22, 2025, the company entered into a $775 million ¹⁹ delayed draw term loan. The company also announced pending acquisitions of Newfront Insurance Holdings, Inc. and Cushon.

Revenue for the year ended December 31, 2025 was $9,708 million ²⁰, compared to $9,930 million ²¹ for the year ended December 31, 2024, a decrease of $222 million ²², or 2% ²³, on an as-reported basis. Adjusting for the impact of foreign currency and acquisitions and disposals, organic revenue growth was 5% ²⁴ for the year ended December 31, 2025. Income from operations for the year ended December 31, 2025 was $2,234 million ²⁵, compared to $627 million ²⁶ for the year ended December 31, 2024, an increase of $1.6 billion ²⁷. Net income attributable to WTW for the year ended December 31, 2025 was $1,605 million ²⁸, compared to a net loss of $98 million ²⁹ for the year ended December 31, 2024, an increase of $1.7 billion ³⁰. Diluted earnings per share for the year ended December 31, 2025 was $16.26 ³¹, compared to diluted loss per share of $(0.96) ³² for the year ended December 31, 2024.

The company's growth strategy includes executing on segment growth strategies to strengthen business fundamentals, advance innovative solutions and capitalize on its global footprint. The growth element of the strategy depends in part on organic growth and the ability to develop and grow new and existing areas of the business, as well as on the ability to execute strategic transactions, including both acquisitions and dispositions. The company has announced pending acquisitions of Newfront Insurance Holdings, Inc. and Cushon. The acquisition of Newfront requires the integration of a technology-enabled brokerage platform and digital-first operating model into existing broking operations. The acquisition of Cushon involves the integration of a regulated, technology-driven pension and savings platform into wealth-related businesses. The company also has a minority ownership interest in a joint venture with Bain Capital, in connection with which it re-entered the reinsurance broking space during the fourth quarter of 2024, and has an option to acquire a controlling interest in the joint venture in the future. The company expects to make certain capital contributions to this joint venture from time to time resulting in a reduction to earnings until such time as the joint venture generates sufficient revenue to be profitable.

The company's strategy includes enhancing efficiency by having a continuous improvement mindset, delivering operating leverage in its segments and leveraging WTW Enterprise Delivery Organization (WE DO) to focus on right work, right place, right tools and real estate optimization. The company's Transformation program concluded in the fourth quarter of 2024. Restructuring costs for the year ended December 31, 2024 were $61 million ³³ and primarily related to the real estate rationalization component of the completed Transformation program. Transaction and transformation costs for the year ended December 31, 2025 were $23 million ³⁴, compared to $409 million ³⁵ for the year ended December 31, 2024, a decrease of $386 million ³⁶, with current year costs comprised of transaction-related costs and prior year costs primarily including consulting and compensation costs related to the completed Transformation program.

The company's capital expenditures for fixed assets and software were $229 million ³⁷ for the year ended December 31, 2025. Capital expenditures for fixed assets, capitalized software and software for internal use are expected to be in the range of $225 million to $250 million ³⁸ for the year ended December 31, 2026. The company expects cash from operations to adequately provide for these cash needs. The company's continued focus for 2026 will be to increase its global investment in talent across sales and client-facing colleagues. Hiring into the Early Careers programs remained relatively stable and consistent with 2024, and the focus remains on building pipelines of high caliber talent through enhanced employer branding and attraction.

The company is authorized to repurchase shares, by way of redemption, and will consider whether to do so from time to time based on many factors, including market conditions. There are no expiration dates for these repurchase plans or programs. At December 31, 2025, approximately $1.3 billion ³⁹ remained on the current repurchase authority. The board of directors has authorized the current open-ended repurchase program for a total of up to $11.7 billion ⁴⁰, which was most recently increased by $1.5 billion ⁴¹ on September 16, 2025. In February 2026, the board of directors approved a quarterly cash dividend of $0.96 ⁴² per share ($3.84 ⁴³ per share annualized rate), which will be paid on or around April 15, 2026 to shareholders of record as of March 31, 2026. Total cash dividends of $358 million ⁴⁴ were paid during the year ended December 31, 2025.

The company faces headwinds from macroeconomic trends including inflation, changes in interest rates and trade policies, as well as political events, trade and other international disputes, war, terrorism, natural disasters, public health issues and other business interruptions. U.S. and global markets are continuing to experience uncertainty, volatility and disruption as a result of uncertain macroeconomic conditions including tariff actions and uncertainties relating to global trade, fluctuations in currency exchange rates, volatility in debt and equity markets, uncertainty around interest rates, softening consumer confidence and labor markets, changes in U.S. policies across a broad range of subjects and the speed with which such changes are or may be implemented, and the ongoing Russia-Ukraine and other geopolitical conflicts and tensions. The company notes that overall, at the time of filing this Annual Report, it is seeing a softening market in the broking industry. The company also faces headwinds from the potential for a significant insurer to fail, to be downgraded or to withdraw from writing certain lines of insurance coverage, which could negatively impact overall capacity in the industry and reduce revenue and profitability.

The company faces constraints from regulatory and legislative changes, including potential changes to the U.S. Patient Protection and Affordable Care Act, Medicare laws and regulations, and the Retirement Security Rule under ERISA which remains stayed and is not currently in effect while underlying litigation continues. The company is subject to numerous data privacy laws and regulations including the E.U. and U.K. General Data Protection Regulations, the Personal Information Protection Law in China, and privacy legislation in certain U.S. states including the California Privacy Rights Act. The company also faces constraints from the economic, regulatory and political impact of the United Kingdom's exit from the European Union, which has resulted in greater restrictions on business conducted between the U.K. and E.U. countries and increased regulatory complexities. The company is also subject to risks from economic and trade sanctions imposed by governments, including sanctions imposed on Russia and China, and related counter-sanctions.

The company faces material risks from its significant pension liabilities, which can fluctuate significantly and adversely affect financial position or net income. Most pension plans have minimum funding requirements that may require material amounts of periodic additional funding, and increased pension expense could adversely affect earnings or cause earnings volatility. The company had total consolidated debt outstanding of approximately $6.3 billion ⁴⁵ as of December 31, 2025, and related interest expense was $259 million ⁴⁶ for the year ended December 31, 2025. The terms of current financings include covenants requiring maintenance of minimum ratios of consolidated EBITDA to consolidated cash interest expense and maximum levels of consolidated funded indebtedness to consolidated EBITDA. A downgrade to the company's corporate credit rating or the credit ratings of its outstanding debt would increase borrowing costs and reduce financial flexibility. Under the indentures for its senior notes, if the company experiences a ratings decline together with a change of control event, it would be required to offer to purchase these notes from holders. The company also faces risks from its significant non-U.S. operations, particularly London market operations, which expose it to exchange rate fluctuations. The company's U.S. operations earn revenue and incur expenses primarily in U.S. dollars, while in London market operations, revenue is earned in a number of different currencies but expenses are almost entirely incurred in Pounds sterling, creating an exchange exposure. The company also faces risks from the potential for a significant insurer to fail, be downgraded or withdraw from writing certain lines of insurance, which could negatively impact overall capacity and reduce revenue and profitability.

Management's message emphasizes that the company's strategy is focused on extending and amplifying WTW's strengths to deliver sustainable growth and profitability through three strategic objectives: accelerate performance, enhance efficiency, and optimize portfolio. Management states that these objectives are enabled by a focused investment framework and capital allocation strategy, and through this strategy, the company aims to grow revenue, improve margins and increase free cash flow, EBITDA and earnings. Management highlights that the company operates in attractive markets—both growing and mature—with a diversified platform across industries, segments and businesses globally. The company's strategic priorities enhance its focus on how to support and improve colleague experience, and management notes that the company continually builds on its Colleague Value Proposition through execution of a colleague experience roadmap and a robust portfolio of colleague listening activities to attract, engage and retain the most accomplished and aspiring talent. Management also emphasizes that the company's values of client focus, teamwork, integrity, respect and excellence underpin all that the company does.