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underperform relative to our expectations. If we are unable to identify and successfully make, integrate and manage acquisitions, our business could be materially adversely affected.
The 10-K against last year's
222 changes: 21 added, 34 removed, 161 reworded, 6 quiet changes
10-K 0001193125-26-069307 (2026-02-25) vs 10-K 0000950170-25-026278 (2025-02-25)
The redline
The paragraph that changed most in each section
Marked against last year's 10-K:
cut words struck through, new words highlighted and underlined.
Accounting Policies 310 words changed in this paragraph; it is 37% similar to last year's version.
Source: Item 8, Note 2 – Basis of Presentation, Significant Accounting Policies and Recent Accounting Pronouncements, 10-K 0001193125-26-069307 vs Item 8, Note 2 – Basis of Presentation, Significant Accounting Policies and Recent Accounting Pronouncements, 10-K 0000950170-25-026278
MD&A 274 words changed in this paragraph; it is 35% similar to last year's version.
Based on our current balance sheet and cash flows, current market conditions and information available to us at this time, we believe that WTW has access to sufficient liquidity to meet our cash needs needs, including debt repayment, for the next twelve months. Including our cash generated from operations, our liquidity also includes all of the borrowing capacity available to draw against our recently-amended and restated $1.5 billion revolving credit facility and our recently-acquired $775 million delayed draw term loan. During the receipt year ended December 31, 2025, we completed offerings of $700 million aggregate principal amount of 4.550% senior notes due 2031 and $300 million aggregate principal amount of 5.150% senior notes due 2036. The net proceeds from the 2025 senior notes offering, after deducting underwriter discounts and commissions and estimated offering expenses, were $989 million and were used to pay the consideration for our Newfront acquisition, which was completed on January 27, 2026, and related fees, costs and expenses. Any remaining proceeds, coupled with borrowings against our new delayed draw term loan, will be used to repay in full the $550 million aggregate principal amount of the $750 million earnout 4.400% senior notes due 2026 and related accrued interest, and to the 2021 divestiture fund additional acquisitions (see Note 3 — Acquisitions and Divestitures, Note 11 — Debt and Note 22 — Subsequent Events within Item 8 of Willis Re, which is expected to be collected during the first half of 2025. The use of these funds includes investments in the business for growth, scheduled debt repayments, share repurchases and dividend payments. During the fourth quarter of 2024, we re-entered the reinsurance broking space by making an initial investment in a reinsurance joint venture with Bain Capital. We hold a minority ownership interest in the joint venture and have an option to acquire a controlling interest in the future. Given the initial funding needs of a start-up venture, we expect that the investment will be a headwind for earnings until such time as the joint venture generates sufficient revenue to be profitable. this Annual Report on Form 10-K).
Source: Item 7, 10-K 0001193125-26-069307 vs Item 7, 10-K 0000950170-25-026278
Risk Factors 155 words changed in this paragraph; it is 59% similar to last year's version.
Our future growth, profitability, and cash flows largely depend upon our ability to successfully establish and execute our global business strategy. strategy, including executing on our expected product, service and transaction pipelines. As discussed under Item 1, ‘Business - Business Strategy’, we seek to be an advisory, broking and solutions provider of choice through an integrated global platform. At the end of 2024, we updated our strategy, as described in this Annual Report on Form 10-K under Item 1. While we have confidence that our strategic plan reflects opportunities that we believe to be appropriate and achievable, our strategy may not deliver projected growth in revenue and profitability due to inadequate execution, incorrect assumptions, global or local economic conditions, competition, changes in the industries in which we operate, sub-optimal resource allocation or other reasons, including the other risks described in this ‘Risk Factors’ section. In addition, our strategy continues to evolve, and it is possible that we will be unable to successfully execute the associated strategy changes, due to factors discussed above or elsewhere in this ‘Risk Factors’ section. In pursuit of our growth strategy, we expect to invest significant time and resources into new product or service offerings, as well as investments in technology and infrastructure to support these offerings, and we may not realize our expected return on these offerings or that these offerings may fail to yield sufficient return to cover the cost of investment. The failure to continually develop and execute optimally on our global business strategy could have a material adverse effect on our business, financial condition and results of operations.
Source: Item 1A, 10-K 0001193125-26-069307 vs Item 1A, 10-K 0000950170-25-026278
Legal Proceedings 10 words changed in this paragraph; it is 97% similar to last year's version.
WTW has various agreements with third parties pursuant to which it may be obligated to indemnify the other party to the agreement with respect to certain matters. Generally, these indemnification provisions are included in contracts arising in the normal course of business and in connection with the purchase and sale of certain businesses, including the sale of the TRANZACT business. businesses. It is not possible to predict the maximum potential amount of future payments that may become due under these indemnification agreements because of the conditional nature of the Company’s obligations, the limited history of prior indemnification claims, and the unique facts of each particular agreement and each indemnification provision therein (even where such indemnification provisions are subject to a maximum liability limit). However, as As of December 31, 2024, 2025, we have not incurred a material loss with respect to the indemnification of such third parties. In addition, as of December 31, 2024, 2025, we do not believe that any potential liability that may arise from such indemnity obligations is probable or will be material.
Source: Item 3, via Note 15 – Commitments and Contingencies, 10-K 0001193125-26-069307 vs Item 3, via Note 15 – Commitments and Contingencies, 10-K 0000950170-25-026278
Every change, by type
Sentences and paragraphs added, removed or reworded
Sentences and paragraphs of WTW's Risk Factors and MD&A, 10-K 2026-02-25 against 10-K 2025-02-25. Each links to the text at sec.gov.
Quiet changes are sentences kept from last year with one to four words changed, at least one of them a hedge, a modal or a qualifier (may, could, will, not, significant, material…). A year or date rolling forward is not counted.
The full word list
adverse, adversely, all, although, anticipate, anticipates, any, approximately, believe, believes, can, cannot, certain, could, expect, expects, generally, however, if, intend, intends, largely, likely, many, material, materially, may, might, most, must, never, no, not, possible, primarily, probable, should, significant, significantly, some, substantial, substantially, unlikely, will, wouldAddedRisk Factors
businesses, products or services is not successfully integrated into our business, the intended benefits and business development initiatives will not be achieved, which may adversely affect our business, financial condition, results of operations or reputation.
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We also depend on numerous third-party vendors, technology partners and other service providers to deliver our services and operate our business. Macroeconomic stress, labor shortages, supply-chain constraints, sanctions or geopolitical developments can impair the ability of our vendors and counterparties to perform on a timely basis or at agreed service levels, which could result in service
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•the practical challenges and costs of complying with regulations applicable to insurance brokers and other business operations in countries where we do business, including many in emerging markets; and
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In addition, as a result of the global scale of our businesses and operations, we are exposed to many types of fraud-related risks that may be committed by colleagues, vendors, suppliers, distributors and other persons with whom we do business. Our businesses are
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dependent on our ability to process a large number of increasingly complex transactions across the globe, which, when coupled with geographic and industry vulnerabilities in the different jurisdictions in which we operate, can subject us to potentially fraudulent activity. If, for example, any of our financial, accounting, or other data processing systems are subjected to fraudulent manipulation or purposeful sabotage by our colleagues or one or more outsiders, these systems could fail or have other significant shortcomings, which could materially adversely affect our ongoing business and operations both in the U.S. and abroad. We are similarly dependent on our colleagues. We could be materially adversely affected if one or more of our colleagues causes a significant operational break-down or failure, either as a result of human error or where an individual purposefully sabotages or fraudulently manipulates our operations or systems. Third parties with whom we do business could also be sources of operational risk to us, including by conducting fraudulent activities within such parties’ own systems or carried out by its employees. Any of these occurrences could adversely affect our ability to operate one or more of our businesses, while simultaneously exposing us to potential liability to clients and customers, reputational damage, as well as legal, judicial and regulatory intervention or fines.
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areas may be impacted. In addition, more restrictive marketing rules or interpretations of the Centers for Medicare and Medicaid Services (‘CMS’), or judicial decisions that restrict or otherwise change existing provisions of U.S. healthcare regulation, could have an adverse impact on our healthcare-related businesses if we are unable to adapt to such changes. CMS has recently proposed and finalized additional marketing-related requirements for Medicare Advantage and Part D plans, including Contract Year 2026 proposed rules released in November 2024 that expand the definition of ‘marketing’, increase compliance obligations, introduce new beneficiary-protection provisions, and heighten enforcement risk. CMS also issued earlier rules in April 2024 aimed at curbing marketing misconduct and agent/broker incentive structures, and certain elements of those April 2024 rules are currently on hold due to ongoing litigation. These developments contribute to increased regulatory uncertainty. Additionally, CMS finalized further program changes in April 2025, some of which apply beginning in 2025-2027 and include updated marketing and communication standards. We could also be adversely affected if changes in regulations or government policies impact us directly or indirectly, for example, by adversely impacting markets in which we participate, and we are not able to adapt to such changes.
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forms, including volume- or profit-based contingent commissions, facilities administration charges, business development agreements, and fees for providing certain data to carriers.
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On July 4, 2025, the ‘Act to provide for reconciliation pursuant to title II of H. Con. Res. 14’ (‘H.R. 1’) was enacted into law and generally became effective on January 1, 2026, with certain exceptions. H.R. 1 included numerous changes to existing tax law affecting businesses, including extending and modifying certain key provisions of the Tax Cuts and Jobs Act of 2017, both domestic and international, expanding certain Investment Retirement Account incentives while accelerating the phase-out of others.
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Future developments related to Pillar Two or other legislative enactments may adversely impact WTW.
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The Company’s constitution, when originally adopted, authorized our directors to allot shares up to the maximum of the Company’s authorized but unissued share capital and disapplied statutory pre-emption rights for a period of five years. Since the expiry of this initial five-year period, we seek these allotment and pre-emption shareholder authorizations at appropriate levels and intervals. However, if we are unable to obtain these authorizations from our shareholders or are otherwise limited by the terms of our authorizations, then our ability to issue shares under our equity compensation plans and, if applicable, facilitate funding acquisitions or otherwise raise capital could be adversely affected.
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For example, in the case of pension plan actuarial work, a client’s claims might focus on the client’s its alleged reliance on actuarial assumptions that it asserts in hindsight were unreasonable and, based on such reliance, the client made benefit commitments that it may later claim are not affordable or funding decisions that result in plan underfunding if and when actual outcomes vary from actuarial assumptions. unreasonable.
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We review goodwill for impairment annually or whenever events or circumstances indicate impairment may have occurred, including an impairment that resulted in goodwill impairment charges of $1.0 billion on our BDA reporting unit during the year ended December 31, 2024 in connection with the completed sale of TRANZACT. occurred.
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In other cases, clients may allege that we have failed entirely to procure insurance coverage consistent with their instructions, and although we have established internal processes and controls to prevent such omissions, we cannot guarantee that these processes will always work as intended. instructions.
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Also, we face additional regulatory scrutiny as we expand our businesses geographically and as we increase the scope of new products and services that we offer. offer and as we increase the scope and nature of our clients, including more individual clients in both our broking and investments businesses.
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Additionally, U.S. and global many of the markets in which we do business are affected by geopolitical conflict in highly unpredictable ways and are currently experiencing volatility and disruption as a result of the ongoing Russia- Ukraine war between Russia and Ukraine other geopolitical conflicts and the Middle East conflicts. tensions.
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Even if we do not experience significant monetary costs, there may be adverse publicity associated with these matters that could result in reputational harm to the industries we operate in or to us in particular that may
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There has been an increase in U.S. sanctions designations and other restrictive measures in relation to Russia and China and other jurisdictions, as well as counter-sanctions from both Russia and China imposed in response to these sanctions. response.
Quiet changesRisk Factors
The employment-related agreements with our chief executive officer and certain of our executive officers (to the extent our officers are party to such agreements) and other key personnel will may not require them to continue to work for us for any specified period; therefore, they could terminate their employment at any time.
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Labor markets have generally continued to tighten globally, and we have experienced intense competition and increased costs for certain types of colleagues, especially as new entrants in the insurance business (among others) continue to expend significant resources in their own hiring.
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If we are unable to adapt our services to potential new laws and regulations, or judicial modifications, with respect to Healthcare Reform or otherwise, our ability to provide effective services in these areas may be impacted.
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And, if such legal, statutory or regulatory changes do occur, or if insurance carriers decide to limit our ability to sell their plans or determine not to sell individual health insurance plans altogether, our business, results of operations and financial condition would could be materially harmed.
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Due to the broad scope of our businesses and our client base, we regularly address potential conflicts of interest, including, without limitation, situations where our services to a particular client or our own investments or other interests are in conflict, or are could be perceived to be in conflict, with the interests of another client.
AddedMD&A
With regard to the market for exchanges, we believe that clients base their decisions on a variety of factors that include the role of health care coverage in recruiting/retaining employees and transitioning employees to retirement, the availability of price competitive individual insurance policies, the array of coverage choices available through the exchange provider and its ability to deliver measurable cost savings for corporate clients, and to both execute efficiently and deliver high quality service. Since the individual insurance market for Medicare policies is well-established and a significant portion of corporate employers have already implemented an exchange for their Medicare retirees, growth in this population segment will be derived from public employers and educational and other not-for-profit institutions. This growth may be more episodic in nature. Growth in other population segments is likely to remain low unless a more competitive individual insurance market emerges for these segments.
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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. Although the length and impact of these situations are highly unpredictable, the ongoing uncertainty and volatility of the global economy and capital markets, which has resulted in persistent inflation and fluctuating interest rates in many of the markets in which we operate, could accelerate recessionary pressures and continue to lead to further market disruptions. Further, in addition to the direct impact of the continuing dynamic tariff environment on our business (which we do not expect to be significant, so long as retaliatory actions do not extend to services), recent U.S. legislation and other U.S. federal government actions continue to create uncertainty for the business as well as accounting and tax matters. Other indirect impacts from changes in tariffs or from legislative or regulatory developments, such as changes in consumer sentiment, trade relations, economic activity, disruption of U.S. federal government operations, willingness to do business with U.S.-listed firms, inflationary pressures and employee distraction, among others, could negatively affect our business, operations and financial condition.
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business activity along with strong client retention across all regions. Insurance Consulting and Technology had modest organic revenue growth driven primarily by the Technology practice.
AddedMD&A
Based on our current balance sheet and cash flows, current market conditions and information available to us at this time, we believe that WTW has access to sufficient liquidity to meet our cash needs, including debt repayment, for the next twelve months. Including our cash generated from operations, our liquidity also includes all of the borrowing capacity available to draw against our recently-amended and restated $1.5 billion revolving credit facility and our recently-acquired $775 million delayed draw term loan. During the year ended December 31, 2025, we completed offerings of $700 million aggregate principal amount of 4.550% senior notes due 2031 and $300 million aggregate principal amount of 5.150% senior notes due 2036. The net proceeds from the 2025 senior notes offering, after deducting underwriter discounts and commissions and estimated offering expenses, were $989 million and were used to pay the consideration for our Newfront acquisition, which was completed on January 27, 2026, and related fees, costs and expenses. Any remaining proceeds, coupled with borrowings against our new delayed draw term loan, will be used to repay in full the $550 million aggregate principal amount of the 4.400% senior notes due 2026 and related accrued interest, and to fund additional acquisitions (see Note 3 — Acquisitions and Divestitures, Note 11 — Debt and Note 22 — Subsequent Events within Item 8 of this Annual Report on Form 10-K).
AddedMD&A
At December 31, 2025, our mandatory debt repayments over the next twelve months include $550 million outstanding on our 4.400% senior notes, which will mature during the first quarter of 2026. In addition, our $1.5 billion revolving credit facility, which was set to expire on October 6, 2026, was replaced on October 17, 2025 by our third amended and restated $1.5 billion revolving credit facility (see Note 11 — Debt within Item 8 of this Annual Report on Form 10-K).
AddedMD&A
On January 7, 2026, the Company, together with Trinity Acquisition plc and Willis North America Inc. as borrowers, entered into a $775 million delayed draw term loan (see Note 22 — Subsequent Events within Item 8 of this Annual Report on Form 10-K).
AddedMD&A
•Net periodic pension and postretirement benefits – Adjustment to remove the recognition of net periodic pension and postretirement benefits (including pension settlements), other than service costs. We have included this adjustment as applicable in our prior-year disclosures in order to conform to the current-year presentation.
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As a result of our change in presentation, free cash flow and free cash flow margin for the prior year have been adjusted to conform to the current year, which includes the deduction of our capitalized software costs.
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Due to the substantial excess of the fair value for each reporting unit determined at October 1, 2024 over the respective carrying values of the six reporting units at October 1, 2025, the Company performed a qualitative impairment test for all reporting units and confirmed that it was highly unlikely that a quantitative test of fair value at October 1, 2025 would result in an impairment.
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To perform the qualitative test, the Company considered numerous factors besides the substantial excess of fair value as determined during 2024, including the financial performance and updated projections for each reporting unit, macroeconomic conditions, industry and market conditions, the impact of any significant acquisitions or dispositions and the performance of the Company's share price.
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Years ended December 31, 2025 2024 2023 Revenue $ 9,930 9,708 100 $ 9,483 9,930 100 Costs of providing services Salaries and benefits 5,625 58 5,502 55 5,344 56 Other operating expenses 1,408 15 1,833 18 1,815 19 Impairment (i) — — 1,042 10 Depreciation 226 2 230 2 Amortization 192 2 226 2 Restructuring costs — — Depreciation 230 2 242 3 Amortization 226 2 263 3 Restructuring costs 61 1 68 1 Transaction and transformation 23 — 409 4 386 4 Total costs of providing services 7,474 9,303 8,118 Income from operations 2,234 23 627 6 1,365 14 Interest expense (260) (3 (263) (3 (235) (2 Other (loss)/income, loss, net (i) (260) (21) — (262) (3 149 2 INCOME FROM OPERATIONS BEFORE INCOME TAXES 104 AND 1,953 20 102 1 1,279 13 INTEREST IN EARNINGS OF ASSOCIATES Provision for income taxes (318) (3 (192) (2 (215) (2 Interest in earnings of associates, net of tax (22) — 2 — Income attributable to non-controlling interests (8) — (10) — (9) — NET (LOSS)/INCOME INCOME/(LOSS) ATTRIBUTABLE TO WTW $ 1,605 17 $ (98) (1 $ 1,055 11 Diluted (loss)/earnings earnings/(loss) per share $ 16.26 $ (0.96) $ 9.95
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Our adjusted diluted earnings per share increased for the year ended December 31, 2024 2025 as compared to the year ended December 31, 2023 2024 primarily from higher revenue, due to lower marketing expenses, decreased office expenses and increased margin expansion as a result of benefits recognized from our Transformation program, lower professional services costs in the current year, partially offset by lower revenue due to the prior-year sale of our TRANZACT business, and lower pension income and higher salary expense and increased incentive and benefit costs in the current year as compared to the prior year.
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This decrease increase resulted primarily from the current-year absence of impairment expense associated with the prior-year sale of our TRANZACT business (see Note 3 — Acquisitions and Divestitures within Item 8 of this Annual Report on Form 10-K), higher salary expense lower transformation and increased incentive transaction costs due to the completion of our Transformation program during the fourth quarter of 2024, lower marketing expenses, decreased office expenses and benefit lower professional services costs in the current year, partially offset by higher lower revenue in due to the current year. prior-year sale of our TRANZACT business.
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Years Ended December 31, 2025 2024 2023 ($ in millions) NET (LOSS)/INCOME INCOME/(LOSS) $ 1,613 $ (88 $ 1,064 Provision for income taxes 318 192 215 Interest expense 260 263 235 Impairment — 1,042 — Depreciation 226 230 242 Amortization 192 226 263 Restructuring costs — 61 68 Transaction and transformation 23 409 386 Provision for specified litigation matter (i) — 13 — Pension settlement 23 — Loss/(gain) Net periodic pension and postretirement benefits 46 (64 (Gain)/loss on disposal of operations (40) 337 (43) Adjusted EBITDA $ 2,708 2,638 $ 2,430 2,621 Net (loss)/income income/(loss) margin 16.6% (0.9 11.2% Adjusted EBITDA margin 27.3 25.6% 27.2% 26.4
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Impairment — 1,042 — Amortization 192 226 263 Restructuring costs — 61 68 Transaction and transformation 23 409 386 Provision for specified litigation matter (i) — 13 — Pension settlement 23 — Loss/(gain) Net periodic pension and postretirement benefits 46 (64) (Gain)/loss on disposal of operations (40) 337 (43) Tax effect on certain items listed above (ii) (276) (195) (61) (254) Tax effect of significant adjustments (79) (7) 2 $ 1,730 1,686 $ 1,536 1,665 Weighted-average ordinary shares — diluted 99 102 106 Diluted (loss)/earnings earnings/(loss) per share $ 16.26 $ (0.96) $ 9.95 Adjusted for certain items (iii):
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Impairment — 1,042 — Amortization 192 226 263 Restructuring costs — 61 68 Transaction and transformation 23 409 386 Provision for specified litigation matter (i) — 13 — Pension settlement 23 — Loss/(gain) Net periodic pension and postretirement benefits 46 (64) (Gain)/loss on disposal of operations (40) 337 (43) Adjusted income before taxes $ 2,215 2,174 $ 1,953 2,126 Provision for income taxes $ 318 $ 192 $ 215 Tax effect on certain items listed above (ii) 276 195 61 254 Tax effect of significant adjustments 79 7 (2) Adjusted income taxes $ 475 458 $ 408 453 U.S.
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Restructuring costs in both for the current year ended December 31, 2024 was $61 million and prior year primarily related to the real estate rationalization component of the our completed Transformation program commenced by the Company during the fourth quarter of 2021 and completed as of December 31, 2024 (see Transformation Program within this section and Note 6 — Restructuring Costs within Item 8 of this Annual Report on Form 10-K).
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Years ended December 31, Reported Currency Currency Acquisitions/ Organic 2025 2024 2023 Change Impact Change Divestitures Change ($ in millions) Segment revenue excluding interest income $ 3,926 $3,656 7% —% 8% —% 8% 5,225 $5,745 (9)% 1% (10)% (14)% 4% Interest income 112 79 29 32 Total segment revenue $ 4,038 $3,735 8% (1)% 9% —% 8% 5,254 $5,777 (9)% 1% (10)% (14)% 4% Segment operating income $ 958 $813 1,681 $1,717
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After reflecting the impairment and the sale of TRANZACT, the fair value of the remaining reporting unit is was estimated to be significantly in excess of its carrying value. value, and in 2025, the reporting unit was combined with another reporting unit which reduced the number of reporting units from seven at October 1, 2024 to six at October 1, 2025.
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Impairment — 10.20 — Amortization 1.95 2.21 2.48 Restructuring costs — 0.60 0.64 Transaction and transformation 0.23 4.00 3.64 Provision for specified litigation matter (i) — 0.13 — Pension settlement 0.23 — Loss/(gain) Net periodic pension and postretirement benefits 0.47 (0.63) (Gain)/loss on disposal of operations (0.41) 3.30 (0.41) Tax effect on certain items listed above (ii) (2.70) (1.84) (0.62) (2.49) Tax effect of significant adjustments (0.80) (0.07) 0.02 Adjusted diluted earnings per share (iii) $ 16.93 17.08 $ 14.49 16.29
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The current-year effective tax rate includes a $137 $79 million tax benefit recognized on adjustment related to both the sale final allocation of our TRANZACT business, partially offset with a $55 million provision for tax expense on the accrual for the Willis Re earnout received and a $34 million provision for changes change in uncertain tax positions.
Quiet changesMD&A
Within our critical accounting policy discussion, we have excluded analysis for plans outside of those noted in the description below, as any variance of recorded information based on management’s estimates would not be immaterial. material.