AI interpretation based on checked source excerpts. Issuer assertions and evidence limitations remain explicit.
Policy quality-scores-2: six equally weighted categories. The overall score requires full coverage. Missing inputs are not zero. Qualitative grades are sourced interpretations, not probabilities. 4/6 · 18/10/2026
Moat—
Insufficient evidence for every rubric criterion; no category score is inferred.
structural advantage · — · Proprietary administration workflows and recurring contracts suggest switching friction, but the passages do not establish a defensible advantage over alternatives. Uncertainty reflects insufficient structural evidence rather than demonstrated competitive weakness.
durability · — · Retention disclosures recur across years, but neither contract duration nor qualitative retention establishes durable competitive protection.
customer dependency · — · Ongoing plan administration and reported retention indicate repeat demand. Migration difficulty and customers' dependence on WTW specifically remain unmeasured, while cancellation penalties are generally absent.
erosion resilience · — · Organic growth and retention show current demand, but do not establish resistance to technological substitution or regulatory simplification. Disclosed risks are possibilities, not realized moat erosion.
Pricing power50
Equal-weight average of four evidence-backed rubric grades (0–4), scaled to 100.
realized pricing · 1/4 · Lower Individual Marketplace commissions adversely affected both first-quarter and first-half 2026 performance. This is weak observed remuneration evidence, although the passages do not isolate commission rates from policy mix or volumes, or establish company-wide pricing trends.
retention · 3/4 · Repeated high outsourcing retention disclosures, recurring service contracts and reported strong global broking retention demonstrate repeat demand. Evidence is qualitative and partly indirect through revenue performance; no retention rate or retention following price increases is disclosed.
margin resilience · 2/4 · 2025 adjusted margin improved through operating leverage and efficiencies, partly aided by the divestiture. First-half 2026 GAAP operating margin declined from 18% to 17%, alongside higher integration expenses, despite HWC expense discipline. Resilience is mixed and does not independently prove pricing power.
contractual freedom · 2/4 · WTW negotiates broking fees and uses fixed-fee or time-and-expense consulting terms. Its freedom is constrained by insurance premiums it does not determine and generally cancellable customer contracts. Unilateral repricing rights are not established.
Predictability—
Missing exact annual revenue, free cash flow or FCF margin; operating cash flow and capex must both be reported for all five years.
Financial strength58
Equal-weight grades: debt/FCF (1–8x), net debt/earnings before interest and tax (0–5x), interest service (1–12x), current ratio (0.75–2x). Earnings use reported operating income, or reported pretax profit plus reported interest expense when operating income is unavailable. Interest service uses earnings/interest expense; if unavailable, it uses reported operating cash flow/cash interest paid, without relabeling cash paid as accrued expense. Nonpositive cash flow/earnings score 0 for their service component; reported zero interest with a positive numerator scores 100. Net cash scores 100 for net leverage. Missing disclosures remain unavailable. General nonfinancial-company rubric, not a credit rating; exceptional and nonoperating gains are not normalized out. IFRS finance-cost and cash-flow classifications retain their reported scope.
- debtFcfGrade
- 56.02
- netDebtEbitGrade
- 71.58
- interestCoverageGrade
- 69.02
- currentRatioGrade
- 36.40
- Debt / FCF (x)
- 4.08
- Net debt / operating income (x)
- 1.42
- Interest coverage (x)
- 8.59
- Current ratio (x)
- 1.20
Capital allocation62
Three-year equal-weight indicators: pretax return on average invested capital (0–25%; equity + debt − cash, each year and its prior year), share-count growth (0–5%, lower better), share-based cost/revenue (2–20%, lower better), consolidated FCF/net income (0–1x). Return uses reported operating income or, if unavailable, EBIT calculated from reported pretax profit plus reported interest expense; exceptional/nonoperating gains are not normalized out. Share-based cost uses the reported cash-flow add-back or, if absent, separately reported recognized compensation expense; the latter never becomes an FCF adjustment. Nonpositive net income scores 0 for cash conversion; absent income/FCF stays unavailable. Nonpositive invested capital has no defined return and remains unavailable. Does not establish acquisition quality or buyback timing.
- 3-year pre-tax operating return (%)
- 11.63
- 3-year average dilution (%)
- -4.34
- 3-year average SBC / revenue (%)
- 1.40
- cashConversionGrade
- 0.00
Management69
Equal-weight average of four evidence-backed rubric grades (0–4), scaled to 100.
capital discipline · 2/4 · 2025 free cash flow improved to $1.5 billion, but the TRANZACT-related impairment demonstrates a material adverse capital outcome. First-half 2026 acquisitions consumed $1.039 billion alongside $750 million of repurchases, $178 million of dividends and additional borrowing. Improved cash generation is balanced against substantial commitments and unproven acquisition returns; expected AI costs are commitments rather than realized benefits.
incentive alignment · 3/4 · Delivered 2025 LTIP awards were predominantly performance shares, with three-year growth and margin metrics and a relative TSR modifier. Earned awards and an existing recoupment policy provide actual alignment evidence. Adjusted metrics and committee discretion limit the conclusion; personal ownership alignment is not established.
execution · 3/4 · WTW delivered 5% organic growth in 2025 and 4% in the first half of 2026, higher 2025 free cash flow and reported strong broking retention. These realized operating outcomes support execution, assessed partly indirectly from business results. Commission weakness and lower first-half GAAP operating margin temper the assessment; AI targets receive no achievement credit.
governance · 3/4 · Disclosed practices include an otherwise independent board, annual director elections, tenure limits, shareholder special-meeting rights, no poison pill, recoupment provisions and implemented risk-oversight restructuring. These establish substantive governance arrangements, without demonstrating exceptional long-term oversight effectiveness.
Evidence
Global Outsourcing — Global Outsourcing administers the health, welfare and retirement plans of clients using our proprietary technology for benefit modeling, decision support, enrollment and benefit choice, records management and self-service.
Business — Global Outsourcing proprietary technology · Filed 25/02/2026
With ongoing servicing requirements and multi-year contracts in place, we have high client retention rates.
Business — Global Outsourcing retention · Filed 25/02/2026
A significant portion of the revenue in Benefits Delivery & Outsourcing is recurring in nature, driven by either the commissions from the policies we sell, or from long-term service contracts with our clients that typically range from three to five years.
Business — Benefits Delivery & Outsourcing recurring revenue and contract duration · Filed 25/02/2026
With ongoing servicing requirements and multi-year contracts in place, we have high client retention rates.
Business — 2023 Global Outsourcing retention · Filed 22/02/2024
Corporate Risk & Broking had organic revenue growth driven by new business activity and strong client retention globally.
MD&A — Corporate Risk & Broking growth and retention · Filed 30/07/2026
Remainder of 2026 2027 2028 onward Total Revenue expected to be recognized on contracts as of June 30, 2026 $ 371 $ 534 $ 577 $ 1,482 17 Since most of the Company’s contracts are cancellable with less than one year’s notice and have no substantive penalty for cancellation, the majority of the Company’s remaining performance obligations as of June 30, 2026 have been excluded from the table above.
Note 4 — Performance obligations and cancellation rights · Filed 30/07/2026
federal and state governments, as well as providers of account-based health plans and consumer-directed benefits such as WageWorks and HealthEquity.
Business — Benefits accounts competing providers · Filed 25/02/2026
A simplification of regulations or tax policy could also reduce the need for our services.
Risk factors — Regulatory simplification and demand · Filed 25/02/2026
Implementation of AI initiatives may not achieve planned benefits, further our strategic goals or strengthen our competitive position, and they can create significant operational risks, such as potential correlated errors and omission liability from AI not operating as intended, regulatory, privacy or other compliance exposures, intellectual property challenges, cyber-security exposures, operational resilience challenges from reliance on AI tools or vendors, and potential reputational damage.
Risk factors — AI implementation and operational risks · Filed 30/07/2026
BD&O revenue was flat on an organic basis as expanded project work and administration engagements in Outsourcing were offset by lower commissions in Individual Marketplace.
MD&A — BD&O engagements and lower Individual Marketplace commissions · Filed 30/07/2026
We derive significant revenue from commissions for brokerage services, but do not determine the insurance premiums on which our commissions are generally based.
Risk factors — Brokerage commissions and control of premiums · Filed 25/02/2026
Revenue from our broking services consists of commissions or fees negotiated in lieu of commissions.
Revenue recognition — Negotiated broking fees · Filed 25/02/2026
Three Months Ended June 30, Six Months Ended June 30, 2026 2025 2026 2025 ($ in millions, except per share data) Revenue $ 2,466 100 % $ 2,261 100 % $ 4,878 100 % $ 4,484 100 % Costs of providing services Salaries and benefits 1,551 63 % 1,449 64 % 2,985 61 % 2,773 62 % Other operating expenses 380 15 % 336 15 % 765 16 % 701 16 % Depreciation 55 2 % 57 3 % 111 2 % 111 2 % Amortization 55 2 % 49 2 % 103 2 % 97 2 % Transaction and integration expenses 61 2 % 2 — % 102 2 % 2 — % Total costs of providing services 2,102 1,893 4,066 3,684 Income from operations 364 15 % 368 16 % 812 17 % 800 18 % Interest expense (78 ) (3 )% (64 ) (3 )% (155 ) (3 )% (129 ) (3 )% Other income/(loss), net 6 — % 9 — % 11 — % (55 ) (1 )% INCOME FROM OPERATIONS BEFORE INCOME TAXES AND INTEREST IN EARNINGS OF ASSOCIATES 292 12 % 313 14 % 668 14 % 616 14 % (Provision for)/benefit from income taxes (57 ) (2 )% 21 1 % (127 ) (3 )% (44 ) (1 )% Interest in earnings of associates, net of tax (4 ) — % (2 ) — % (7 ) — % (1 ) — % Income attributable to non-controlling interests (2 ) — % (1 ) — % (8 ) — % (5 ) — % NET INCOME ATTRIBUTABLE TO WTW $ 229 9 % $ 331 15 % $ 526 11 % $ 566 13 % Diluted earnings per share $ 2.43 $ 3.32 $ 5.53 $ 5.64 33 Consolidated Revenue Revenue for the three months ended June 30, 2026 was $2.5 billion, compared to $2.3 billion for the three months ended June 30, 2025, an increase of $205 million, or 9%, on an as-reported basis.
MD&A — Consolidated first-half 2026 operating results · Filed 30/07/2026
Adjusted operating margin was 25.2%, an increase of 130 basis points compared to prior year, primarily driven by greater operating leverage and efficiencies, along with a 50 basis point tailwind from the TRANZACT divestiture.
Compensation discussion — 2025 adjusted operating margin and divestiture contribution · Filed 27/03/2026
HWC segment operating income increased primarily due to improved operating leverage and expense discipline.
MD&A — HWC operating leverage and expense discipline · Filed 30/07/2026
dollars) (Unaudited) Six Months Ended June 30, 2026 2025 CASH FLOWS FROM OPERATING ACTIVITIES NET INCOME $ 534 $ 571 Adjustments to reconcile net income to total net cash from operating activities: Depreciation 111 111 Amortization 103 97 Non-cash lease expense 50 47 Net periodic cost of defined benefit pension plans 14 94 Provision for doubtful receivables from clients 10 7 Benefit from deferred income taxes (42 ) (70 ) Share-based compensation 109 68 Gain on disposal of operations — (14 ) Non-cash foreign exchange (gain)/loss (16 ) 30 Other, net 31 18 Changes in operating assets and liabilities, net of effects from purchase of subsidiaries: Accounts receivable 121 225 Other assets (97 ) (99 ) Other liabilities (475 ) (778 ) Provisions 21 19 Net cash from operating activities 474 326 CASH FLOWS (USED IN)/FROM INVESTING ACTIVITIES Additions to fixed assets and software (114 ) (109 ) Acquisitions of operations, net of cash acquired (1,039 ) (14 ) Contributions to investments in associates (23 ) (8 ) Net proceeds from sale of operations — 836 Net purchases of held-to-maturity securities — (50 ) Net purchases of available-for-sale securities — (43 ) Net cash (used in)/from investing activities (1,176 ) 612 CASH FLOWS USED IN FINANCING ACTIVITIES Borrowing of other debt 775 — Debt issuance costs (4 ) — Repayments of debt (552 ) (2 ) Repurchase of shares (750 ) (700 ) Net proceeds from fiduciary funds held for clients 159 141 Payments of deferred and contingent consideration related to acquisitions (2 ) (15 ) Cash paid for employee taxes on withholding shares (57 ) (43 ) Dividends paid (178 ) (179 ) Acquisitions of and dividends paid to non-controlling interests (2 ) (2 ) Net cash used in financing activities (611 ) (800 ) (DECREASE)/INCREASE IN CASH, CASH EQUIVALENTS AND RESTRICTED CASH (i) (1,313 ) 138 Effect of exchange rate changes on cash, cash equivalents and restricted cash (34 ) 207 CASH, CASH EQUIVALENTS AND RESTRICTED CASH, BEGINNING OF PERIOD (i) 6,487 4,998 CASH, CASH EQUIVALENTS AND RESTRICTED CASH, END OF PERIOD (i) $ 5,140 $ 5,343 (i) The amounts of cash, cash equivalents and restricted cash, their respective classification on the condensed consolidated balance sheets as well as their respective portions of the increase or decrease in cash, cash equivalents and restricted cash for each of the periods presented have been included in Note 19 — Supplemental Disclosures of Cash Flow Information.
Condensed consolidated cash flows — First-half 2026 spending, financing and compensation · Filed 30/07/2026
36 WILLIS TOWERS WATSON PUBLIC LIMITED COMPANY 2025 YEAR-END PROXY STATEMENT Executive Compensation: Compensation Discussion and Analysis (continued) • Cash Flow: WTW generated free cash flow of $1.5 billion with a free cash flow margin of 15.9%, compared to free cash flow of $1.3 billion with a free cash flow margin of 12.8% in the prior year.
Compensation discussion — 2025 free cash flow · Filed 27/03/2026
Years ended December 31, 2025 2024 2023 Revenue: Total segment revenue $ 9,588 $ 9,815 $ 9,317 Corporate, reimbursable expenses and other 120 115 166 Revenue $ 9,708 $ 9,930 $ 9,483 Total segment operating income $ 2,753 $ 2,675 $ 2,378 Impairment (i) — (1,042 ) — Amortization (192 ) (226 ) (263 ) Restructuring costs — (61 ) (68 ) Transaction and transformation (23 ) (409 ) (386 ) Unallocated, net (ii) (304 ) (310 ) (296 ) Income from operations 2,234 627 1,365 Interest expense (260 ) (263 ) (235 ) Other (loss)/income, net (21 ) (262 ) 146 INCOME FROM OPERATIONS BEFORE INCOME TAXES AND INTEREST IN EARNINGS OF ASSOCIATES $ 1,953 $ 102 $ 1,276 (i) Represents the non-cash goodwill impairment associated with our BDO reporting unit related to the sale of our TRANZACT business (see Note 3 — Acquisitions and Divestitures for further information).
Note 5 — Operating income reconciliation and TRANZACT-related impairment · Filed 25/02/2026
Approximately $625 million of cash costs are expected to be incurred as well as approximately $25 million in non-cash charges through the end of 2028 in connection with the Plan, consisting principally of process automation and organizational transition costs, including process and organizational design costs, severance and separation-related costs and temporary retention costs, as well as costs associated with implementing AI systems and related technologies, including technology implementation, integration and certain contractor and vendor contract termination costs.
Subsequent event — Expected AI acceleration plan costs · Filed 30/07/2026
LTIP awards were delivered through PSUs and RSUs, weighted 75% and 25%, respectively.
Compensation discussion — Delivered 2025 LTIP award mix · Filed 27/03/2026
The PSU financial metrics are comprised of three-year average annual Adjusted Net Revenue Growth and Adjusted Operating Margin Improvement, each weighted 50% (as defined below).
Compensation discussion — Three-year PSU financial metrics · Filed 27/03/2026
The LTIP design also includes a relative TSR modifier (+/- 20%) which measures the Company’s TSR relative to that of the S&P 500 companies for the performance period.
Compensation discussion — Relative TSR modifier · Filed 27/03/2026
• Based on our financial performance, achievements against our strategic priorities and other factors taken into consideration, NEO 2025 STI awards were earned at 99.3% to 131.1% of target and 2023 LTIP performance-based restricted share units (“PSUs”), with a performance period that concluded at the end of 2025, were earned at 195.1% of target.
Compensation discussion — Earned 2025 STI and completed 2023 LTIP outcomes · Filed 27/03/2026
WILLIS TOWERS WATSON PUBLIC LIMITED COMPANY 53 2025 YEAR-END PROXY STATEMENT Executive Compensation: Compensation Discussion and Analysis (continued) Covered Persons Company’s current and former executive officers Covered Events Financial Restatement Detrimental Conduct* Trigger Financial Restatement due to material noncompliance with any financial reporting requirement under securities laws Detrimental Conduct that is likely to cause or has caused material financial, operational or reputational harm to WTW Lookback Period Three years Three years Covered Incentive Compensation Compensation granted, earned or vested after the effective date of the Recoupment Policy based wholly or in part upon attainment of Financial Reporting Measure Incentive compensation (awarded, earned, paid or payable), including any bonus, STI award/amount, LTIP award/amount and equity-based awards, including those that vest solely based on continued service Recoupment Amount Any excess compensation determined with reference to the restated Financial Reporting Measure(s) Determined by the HCC Committee with reference to factors including relative degree of fault or involvement, impact of conduct on WTW, magnitude of any loss caused and other relevant facts and circumstances HCC Committee Discretion No discretion unless HCC Committee determines that such recovery would be impracticable in accordance with the Policy Discretion to determine whether Detrimental Conduct has occurred and amount to be recovered * Detrimental Conduct consists of: (i) the commission of an act of fraud, misappropriation or embezzlement in the course of employment; (ii) the commission of a criminal act, whether or not in the workplace, that in the HCC Committee’s sole discretion, constitutes a felony or crime of comparable magnitude that could subject the Company to reputational harm; (iii) the material violation of a non-compete, non-solicitation, confidentiality or other restrictive covenant agreement; (iv) the willful and material breach of a Covered Person’s obligations under the Company’s Code of Conduct relating to compliance with law or regulations that would give rise to dismissal under the Code of Conduct or termination for Cause (as defined in the policy); or (v) any act or omission involving willful misconduct that resulted in such Covered Person’s termination for Cause.
Compensation discussion — Existing recoupment policy · Filed 27/03/2026
· All independent directors other than CEO.
Corporate governance — Board independence · Filed 27/03/2026
· Annual elections of directors and tenure limitations for directors, Board Chair and Committee Chairs.
Corporate governance — Annual director elections and tenure limits · Filed 27/03/2026
· No poison pill. · Shareholders holding 10% of the Company’s share capital can convene a special meeting.
Corporate governance — Shareholder meeting rights and poison pill · Filed 27/03/2026
Accordingly, effective January 1, 2025, the Board: • restructured the Audit Committee (formerly the Audit and Risk Committee) to focus on traditional audit committee matters; and • created the Risk and Operational Oversight Committee to focus on oversight of the Company’s enterprise risk management, including among other things, its management of operational risks such as cybersecurity risks, and oversight of its continued efforts to seek operational improvements.
Corporate governance — Implemented committee restructuring · Filed 27/03/2026
Adjusting for the impacts of foreign currency and acquisitions and disposals, our organic revenue growth was 4% for the six months ended June 30, 2026.
MD&A — First-half 2026 organic revenue growth · Filed 30/07/2026
For the year ended December 31, 2025, our as-reported revenue decreased by $222 million, or 2%, and our organic revenue increased by 5%.
MD&A — Full-year 2025 organic revenue growth · Filed 25/02/2026
BD&O organic revenue declined modestly, as expanded projects and administration engagements in Outsourcing were offset by lower commissions in Individual Marketplace.
MD&A — First-quarter 2026 BD&O commission weakness · Filed 30/04/2026
These projects are typically straightforward and highly predictable in nature with either time-and-expense or fixed fee terms.
Revenue recognition — Consulting fee terms · Filed 25/02/2026
