WTW Reports Third Quarter 2026 Earnings
LONDON, Oct. 29, 2026 (GLOBE NEWSWIRE) -- WTW (NASDAQ: WTW) (the “Company”), a leading global advisory, broking and solutions company, today announced financial results for the third quarter ended September 30, 2026.
“WTW delivered another quarter of solid results in the face of a volatile market environment, reflecting the strength and resilience of our business,” said Carl Hess, WTW’s Chief Executive Officer. “Our strategy is working. Investments in talent, technology and innovation are differentiating WTW in the market and sustaining our momentum across the company. While Propel, our AI Acceleration Plan, is in its early days, I’m excited by the initial impact we’re seeing as we scale AI to enhance client service, unlock growth opportunities, strengthen our colleague experience and drive greater efficiency. Our continued strategic progress and the strength of our client proposition give us confidence in our ability to create durable long-term value.”
As reported, USD millions, except % Key Metrics Q3-26 Q3-25 Y/Y Change Revenue1 $2,460 $2,288 Reported 8% | CC 8% | Organic 4% Income from Operations $429 $418 3% Operating Margin % 17.4% 18.3% (90) bps Adjusted Operating Income $539 $467 15% Adjusted Operating Margin % 21.9% 20.4% 150 bps Net Income $309 $306 1% Adjusted Net Income $339 $301 13% Diluted EPS $3.24 $3.11 4% Adjusted Diluted EPS $3.63 $3.07 18%
The revenue amounts included in this release are presented on a U.S. GAAP 1 basis except where stated otherwise. The segment discussion is on an organic basis.
Revenue was $2.46 billion for the third quarter of 2026, an increase of 8% compared to $2.29 billion for the same period in the prior year. Excluding the impact of foreign currency, revenue increased 8%. On an organic basis, revenue increased 4%. See Supplemental Segment Information for additional detail on book-of-business settlements and interest income included in revenue.
Net Income for the third quarter of 2026 was $309 million compared to $306 million in the prior-year third quarter. Adjusted EBITDA for the third quarter was $577 million, or 23.5% of revenue, an increase of 12%, compared to Adjusted EBITDA of $515 million, or 22.5% of revenue, in the prior-year third quarter. The U.S. GAAP tax rate for the third quarter was 19.5%, and the adjusted income tax rate for the third quarter used in calculating adjusted diluted earnings per share was 21.9%.
Cash flows from operating activities were $1.2 billion for the nine months ended September 30, 2026, compared to $1.0 billion in the prior year. Free cash flow for the nine months ended September 30, 2026 and 2025 was $1.1 billion and $838 million, respectively, an increase of $226 million. The increase was primarily driven by operating margin expansion. The period also included $29 million of cash proceeds from the disposal of buildings and related improvements. During the quarter ended September 30, 2026, the Company repurchased 687,386 of its outstanding shares for $220 million.
As reported, USD millions, except % Health, Wealth & Career Q3-26 Q3-25 Y/Y Change Total Revenue $1,350 $1,261 Reported 7% | CC 7% | Organic 4% Operating Income $398 $361 10% Operating Margin % 29.5% 28.6% 90 bps
The HWC segment had revenue of $1.35 billion in the third quarter of 2026, an increase of 7% (7% increase constant currency and organic growth of 4%) from $1.26 billion in the prior year. Health delivered organic revenue growth with positive contributions from all regions, driven by new business and strong renewals. Wealth generated organic revenue growth supported by the strength of Retirement work outside of North America and new client wins. Career organic revenue growth was primarily driven by higher compensation survey sales and a return to typical timing for compensation survey delivery, along with increased communications project work. Benefits Delivery & Outsourcing (BD&O) organic revenue declined, with growth from new client wins, project work and regulatory- driven activity in Outsourcing being more than offset by lower commissions in Individual Marketplace.
Operating margin in the HWC segment increased 90 basis points from the prior- year third quarter to 29.5%. The increase was primarily driven by improved operating leverage and expense discipline.
As reported, USD millions, except % Risk & Broking Q3-26 Q3-25 Y/Y Change Total Revenue $1,087 $1,007 Reported 8% | CC 8% | Organic 5% Operating Income $216 $189 14% Operating Margin % 19.8% 18.8% 100 bps
The R&B segment had revenue of $1.09 billion in the third quarter of 2026, an increase of 8% (8% increase constant currency and organic growth of 5%) from $1.01 billion in the prior year. Corporate Risk & Broking (CRB) had organic revenue growth driven by strong new business activity in North America and International, along with higher book-of-business settlement activity, partially offset by a strong prior-year comparable that included revenue recognized from multi-year project-based placements within the global specialty businesses. Insurance Consulting and Technology (ICT) delivered organic revenue growth primarily from strong software sales in the Technology practice, partially offset by lower Consulting revenue.
Operating margin in the R&B segment increased 100 basis points from the prior- year third quarter to 19.8%. The increase was primarily driven by higher book- of-business settlement activity alongside disciplined expense management.
On July 28, 2026, the Board of Directors of WTW approved and authorized management to execute Propel, an Artificial Intelligence ('AI') Acceleration Plan. Propel will extend through December 31, 2028 and embed AI and automation across the Company. Supported by WTW's ongoing investments in AI, data and technology, including the acquisition of Newfront, Propel is expected to enhance client service, create additional opportunities for growth and strengthen the colleague experience, as well as streamline core operating processes. WTW expects these efforts to accelerate performance and enhance efficiency, reinforcing WTW's strategic objectives.
The Company expects to invest approximately $625 million of cash and incur approximately $25 million in non-cash charges to generate approximately $400 million in run-rate savings, delivering a cash- cost-to-achieve ratio of approximately 1.6 times. After reinvesting approximately $50 million to support growth, the Company expects to deliver approximately $350 million in net run-rate savings and approximately 30% adjusted operating margin in 2028.
The costs incurred under Propel from commencement to September 30, 2026 consisted of $14 million in restructuring costs and $7 million in transaction and program expenses. The annualized run-rate savings achieved under Propel from commencement to September 30, 2026 were $18 million. Please refer to the third quarter 2026 supplemental slides in the Investor Relations section of the Company's website for further details.
The 2026 Financial Considerations above include Non-GAAP financial measures. We do not reconcile forward-looking Non-GAAP measures for reasons explained under "WTW Non-GAAP Measures" below.
The Company will host a conference call to discuss the financial results for the third quarter 2026, including an update on strategic priorities. It will be held on Thursday, October 29, 2026, beginning at 9:00 a.m. Eastern Time. A live, listen-only webcast of the conference call will be available on WTW’s website. Analysts and institutional investors may participate in the conference call’s question-and-answer session by registering in advance here. An online replay will be available at investors.wtwco.com shortly after the call concludes.
At WTW (NASDAQ: WTW), we provide data-driven, insight-led solutions in the areas of people, risk and capital. Leveraging the global view and local expertise of our colleagues serving more than 140 countries and markets, we help organizations sharpen their strategy, enhance organizational resilience, motivate their workforce and maximize performance. Working shoulder to shoulder with our clients, we uncover opportunities for sustainable success—and provide perspective that moves you. Learn more at www.wtwco.com.
In order to assist readers of our consolidated financial statements in understanding the core operating results that WTW’s management uses to evaluate the business and for financial planning, we present the following non-GAAP measures: (1) Constant Currency Change, (2) Organic Change, (3) Adjusted Operating Income/Margin, (4) Adjusted EBITDA/Margin, (5) Adjusted Net Income, (6) Adjusted Diluted Earnings Per Share, (7) Adjusted Income Before Taxes, (8) Adjusted Income Taxes/Tax Rate, (9) Free Cash Flow and (10) Free Cash Flow Margin.
We believe that those measures are relevant and provide pertinent information widely used by analysts, investors and other interested parties in our industry to provide a baseline for evaluating and comparing our operating performance, and in the case of free cash flow, our liquidity results.
Within the measures referred to as ‘adjusted’, we adjust for significant items which will not be settled in cash, or which we believe to be items that are not core to our current or future operations. Some of these items may not be applicable for the current quarter, however they may be part of our full-year results. Additionally, we have historically adjusted for certain items which are not described below, but for which we may adjust in a future period when applicable. Items applicable to the quarter or full year results, or the comparable periods, include the following:
We evaluate our revenue on an as reported (U.S. GAAP), constant currency and organic basis. We believe presenting constant currency and organic information provides valuable supplemental information regarding our comparable results, consistent with how we evaluate our performance internally.
We consider Constant Currency Change, Organic Change, Adjusted Operating Income/Margin, Adjusted EBITDA/Margin, Adjusted Net Income, Adjusted Diluted Earnings Per Share, Adjusted Income Before Taxes, Adjusted Income Taxes/Tax Rate and Free Cash Flow to be important financial measures, which are used to internally evaluate and assess our core operations and to benchmark our operating and liquidity results against our competitors. These non-GAAP measures are important in illustrating what our comparable operating and liquidity results would have been had we not incurred transaction-related and non- recurring items. Reconciliations of these measures are included in the accompanying tables with the following exception: The Company does not reconcile its forward-looking non-GAAP financial measures to the corresponding U.S. GAAP measures, due to variability and difficulty in making accurate forecasts and projections and/or certain information not being ascertainable or accessible; and because not all of the information, such as foreign currency impacts necessary for a quantitative reconciliation of these forward-looking non-GAAP financial measures to the most directly comparable U.S. GAAP financial measure, is available to the Company without unreasonable efforts. For the same reasons, the Company is unable to address the probable significance of the unavailable information. The Company provides non-GAAP financial measures that it believes will be achieved, however it cannot accurately predict all of the components of the adjusted calculations and the U.S. GAAP measures may be materially different than the non-GAAP measures.
Our non-GAAP measures and their accompanying definitions are presented as follows:
Constant Currency Change – Represents the year-over-year change in revenue excluding the impact of foreign currency fluctuations. To calculate this impact, the prior-year local currency results are first translated using the current year monthly average exchange rates. The change is calculated by comparing the prior year revenue, translated at the current year monthly average exchange rates, to the current year as reported revenue, for the same period. We believe constant currency measures provide useful information to investors because they provide transparency to performance by excluding the effects that foreign currency exchange rate fluctuations have on period-over-period comparability given volatility in foreign currency exchange markets.
Organic Change – Excludes the impact of fluctuations in foreign currency exchange rates, as described above and the period-over-period impact of acquisitions and divestitures on current-year revenue. We believe that excluding transaction-related items from our U.S. GAAP financial measures provides useful supplemental information to our investors, and it is important in illustrating what our core operating results would have been had we not included these transaction-related items, since the nature, size and number of these transaction-related items can vary from period to period.
Adjusted Operating Income/Margin – Income from operations adjusted for amortization, restructuring costs, transaction and program expenses, acquisition-related adjustments and non-recurring items that, in management’s judgment, significantly affect the period-over-period assessment of operating results. Adjusted operating income margin is calculated by dividing adjusted operating income by revenue. We consider adjusted operating income/margin to be important financial measures, which are used internally to evaluate and assess our core operations and to benchmark our operating results against our competitors.
Adjusted EBITDA/Margin – Net Income adjusted for provision for income taxes, interest expense, depreciation and amortization, restructuring costs, transaction and program expenses, gains and losses on disposals of operations, net periodic pension and postretirement benefits, acquisition-related adjustments, and non-recurring items that, in management’s judgment, significantly affect the period-over-period assessment of operating results. Adjusted EBITDA Margin is calculated by dividing adjusted EBITDA by revenue. We consider adjusted EBITDA/margin to be important financial measures, which are used internally to evaluate and assess our core operations, to benchmark our operating results against our competitors and to evaluate and measure our performance-based compensation plans.
Adjusted Net Income – Net Income Attributable to WTW adjusted for amortization, restructuring costs, transaction and program expenses, gains and losses on disposals of operations, net periodic pension and postretirement benefits, acquisition-related adjustments, and non-recurring items that, in management’s judgment, significantly affect the period-over-period assessment of operating results and the related tax effect of those adjustments and the tax effects of significant adjustments. This measure is used solely for the purpose of calculating adjusted diluted earnings per share.
Adjusted Diluted Earnings Per Share – Adjusted Net Income divided by the weighted-average number of ordinary shares, diluted. Adjusted diluted earnings per share is used to internally evaluate and assess our core operations and to benchmark our operating results against our competitors.
Adjusted Income Before Taxes – Income from operations before income taxes and interest in earnings of associates adjusted for amortization, restructuring costs, transaction and program expenses, gains and losses on disposals of operations, net periodic pension and postretirement benefits, acquisition- related adjustments, and non-recurring items that, in management’s judgment, significantly affect the period-over-period assessment of operating results. Adjusted income before taxes is used solely for the purpose of calculating the adjusted income tax rate.
Adjusted Income Taxes/Tax Rate – Provision for income taxes adjusted for taxes on certain items of amortization, restructuring costs, transaction and program expenses, gains and losses on disposals of operations, net periodic pension and postretirement benefits, acquisition-related adjustments, the tax effects of significant adjustments and non-recurring items that, in management’s judgment, significantly affect the period-over-period assessment of operating results, divided by adjusted income before taxes. Adjusted income taxes is used solely for the purpose of calculating the adjusted income tax rate. Management believes that the adjusted income tax rate presents a rate that is more closely aligned to the rate that we would incur if not for the reduction of pre-tax income for the adjusted items and the tax effects of significant adjustments, which are not core to our current and future operations.
Free Cash Flow – Cash flows from operating activities less net cash used to purchase fixed assets and software. Management believes that free cash flow presents the core operating performance and cash-generating capabilities of our business operations.
Free Cash Flow Margin – Free Cash Flow as a percentage of revenue, which represents how much of revenue would be realized on a cash basis. We consider this measure to be a meaningful metric for tracking cash conversion on a year- over-year basis due to the non-cash nature of our pension income, which is included in our GAAP and Non-GAAP earnings metrics presented herein.
These non-GAAP measures are not defined in the same manner by all companies and may not be comparable to other similarly titled measures of other companies. Non-GAAP measures should be considered in addition to, and not as a substitute for, the information contained within our condensed consolidated financial statements.
We have included in this document ‘forward-looking statements’ within the meaning of Section 27A of the Securities Act of 1933, and Section 21E of the Securities Exchange Act of 1934, which are intended to be covered by the safe harbors created by those laws. These forward-looking statements include information about possible or assumed future results of our operations or certain considerations relating to our future results. All statements, other than statements of historical facts, that address activities, events or developments that we expect or anticipate may occur in the future, including such things as: our outlook; the potential impact of natural or man-made disasters like health pandemics and other world health crises; the impact of macroeconomic trends, including inflation, changes in interest rates, trade policies and other geopolitical risks; future capital expenditures; ongoing working capital efforts; future share repurchases; financial results (including our revenue, costs or margins) and the impact of changes to tax laws on our financial results; existing and evolving business strategies, including with respect to our reinsurance joint-venture investment with Bain Capital; our indebtedness; our ability to execute strategic transactions, including both acquisitions and dispositions, including our ability to receive adequate consideration or any earnout proceeds in return for any dispositions or integrate or manage acquired businesses (such as our recent acquisitions of Newfront Insurance Holdings, Inc. and Cushon) or effect internal reorganizations; demand for our services and competitive strengths; strategic goals; the benefits of new initiatives or investments in technology; growth of our business and operations; the sustained health of our product, service, transaction, client, and talent assessment and management pipelines; our ability to successfully manage ongoing leadership, organizational and technology changes, including investments in improving systems and processes; our ability to implement and realize anticipated benefits of any cost-savings or investment initiatives including our newly launched artificial intelligence acceleration plan (the ‘Plan’); our cybersecurity and privacy processes; our application of artificial intelligence technologies throughout our business and our ability to compete with artificial intelligence technologies offered by new or existing competitors; our ability to protect our intellectual property; our compliance with laws and regulations; risks associated with being an Irish-incorporated company; our recognition of future impairment charges; and plans and references to future successes, including our future financial and operating results, short-term and long-term financial goals, plans, objectives, expectations and intentions, including with respect to free cash flow generation, adjusted net income, adjusted operating margin and adjusted earnings per share, are forward- looking statements. Also, when we use words such as ‘may’, ‘will’, ‘would’, ‘anticipate’, ‘believe’, ‘estimate’, ‘expect’, ‘intend’, ‘plan’, ‘continues’, ‘seek’, ‘target’, ‘goal’, ‘focus’, ‘probably’, or similar expressions, we are making forward-looking statements. Such statements are based upon the current beliefs and expectations of the Company’s management and are subject to significant risks and uncertainties. Actual results may differ from those set forth in the forward-looking statements. All forward-looking disclosure is speculative by its nature.
There are important risks, uncertainties, events and factors that could cause our actual results or performance to differ materially from those in the forward-looking statements contained in this document, including the following: our ability to successfully establish, execute and achieve our global business strategy as it evolves; our ability to fully realize the anticipated benefits of our growth strategy, including inorganic growth through acquisitions; our ability to achieve our short-term and long-term financial goals, including with respect to our cash flow generation, the timing with respect to such achievement and how such achievement may be impacted by any of the risks or uncertainties set forth herein or elsewhere; the risks related to changes in general economic conditions, business and political conditions, changes in the financial markets, inflation, credit availability, increased interest rates, changes in trade policies, increased tariffs and retaliatory actions; our ability to make divestitures or acquisitions, including our ability to integrate or manage acquired businesses or carve-out businesses to be disposed, as well as our ability to identify and successfully execute on opportunities for strategic collaboration; the risks relating to the adverse impacts of macroeconomic trends, including those relating to changes in trade policies and tariffs, as well as political events, war, such as the Russia-Ukraine war and conflict in the Middle East, and other international disputes, terrorism, natural disasters, public health issues and other business interruptions on the global economy and capital markets, such as uncertainty in the global markets, inflation, changes in interest rates and recessionary trends, changes in spending by government agencies and contractors, which could have a material adverse effect on our business, financial condition, results of operations and long-term goals; our ability to successfully hedge against fluctuations in foreign currency rates; significant competition that we face and the potential for loss of market share and/or profitability; the impact of seasonality and differences in timing of renewals and non-recurring revenue increases from disposals and book-of-business sales; our ability to comply with complex and evolving regulations related to data privacy, cybersecurity and artificial intelligence; material interruptions to or loss of our information processing capabilities, or failure to effectively maintain and upgrade our information technology resources and systems and related risks of cybersecurity breaches or incidents; the insufficiency of client data protection, potential breaches of information systems or insufficient safeguards against cybersecurity breaches or incidents; our ability to effectively apply artificial intelligence and other technology, data and analytics solutions, including through the use of artificial intelligence, for internal operations, maintaining industry standards, meeting client preferences and gaining competitive advantage, among other things; the effect of competitive products (including those incorporating artificial intelligence) and pricing including the level of success of new product developments and related global expansion; the risk of increased liability or new legal claims arising from or relating to our operations, products and/or services, and expectations, intentions and outcomes relating to outstanding litigation; the risk of substantial negative outcomes on existing or potential future litigation or investigation matters; changes in the regulatory environment in which we operate, including, among other risks, the impacts of pending competition law and regulatory investigations; compliance with extensive government regulation; the risk of regulatory claims, government inquiries or investigations or the potential for regulatory action in various jurisdictions where we operate around the world; our ability to integrate direct-to-consumer sales and marketing solutions with our existing offerings and solutions; our ability to successfully manage organizational changes, including as a result of our investments in improving systems and processes or other initiatives, and in connection with our acquisition and divestiture activities; the risks relating to the implementation of the Plan; disasters or business continuity problems; the risks relating to the adverse impacts of natural or man-made disasters such as health pandemics and other world health crises on the demand for our products and services, our cash flows and our business operations; our ability to increase free cash flow through enhanced billing, collection and other working capital efforts; our ability to properly identify and manage conflicts of interest; reputational damage, including from association with third parties; reliance on third-party service providers and suppliers; risks relating to changes in our management structures and in senior leadership; our ability to hire key employees and maintain an appropriate number of employees; our ability to maintain our corporate culture; doing business internationally, including the impact of global trade policies and retaliatory considerations as well as foreign currency exchange rates; the risk of sanctions imposed by governments, or changes to associated sanction regulations and related counter-sanctions; changes and developments in the insurance industry or the U.S. healthcare system, including those related to Medicare, and any other changes and developments in legal, regulatory, economic, business or operational conditions that could impact our businesses; the inability to protect our intellectual property rights, or the potential infringement upon the intellectual property rights of others; fluctuations in our pension assets and liabilities and related changes in pension income, including as a result of, related to, or derived from movements in the interest rate environment, investment returns, inflation, or changes in other assumptions that are used to estimate our benefit obligations and their effect on adjusted earnings per share; risks relating to our capital structure, including indebtedness amounts, the limitations imposed by the covenants in the documents governing such indebtedness and the maintenance of the financial and disclosure controls and procedures of each; our ability to obtain financing on favorable terms or at all; adverse changes in our credit ratings; the impact of recent or potential changes to applicable U.S. state, federal and/or foreign laws, rules and regulations, recent judicial decisions and case law developments, and any other relevant policy changes and legislative actions, including the ‘Act to provide for reconciliation pursuant to title II of H. Con. Res. 14’ (‘H.R. 1’) signed into law on July 4, 2025, on our business, operations or results; the impact of recent or potential changes in state, federal, and/or foreign tax laws and regulations, including those that may impose additional excise taxes or impact our effective tax rate, including H.R. 1; U.S. federal income tax consequences to U.S. persons owning at least 10% of our shares; changes in accounting principles, estimates or assumptions; our recognition of future impairment charges; risks relating to or arising from environmental, social and governance (‘ESG’) practices; fluctuation in revenue against our relatively fixed or higher-than-expected expenses; the risk that market downturns can have a significant impact on investments made across our portfolios; the laws of Ireland being different from the laws of the U.S. and potentially affording less protections to the holders of our securities; and our holding company structure potentially preventing us from being able to receive dividends or other distributions in needed amounts from our subsidiaries.
The foregoing list of factors is not exhaustive and new factors may emerge from time to time that could also affect actual performance and results. For more information, please see Part I, Item 1A in our Annual Report on Form 10-K, and our subsequent filings with the SEC. Copies are available online at http://www.sec.gov or www.wtwco.com.
Although we believe that the assumptions underlying our forward-looking statements are reasonable, any of these assumptions, and therefore also the forward-looking statements based on these assumptions, could themselves prove to be inaccurate. Given the significant uncertainties inherent in the forward- looking statements included in this document, our inclusion of this information is not a representation or guarantee by us that our objectives and plans will be achieved.
Our forward-looking statements speak only as of the date made and we will not update these forward-looking statements unless the securities laws require us to do so. With regard to these risks, uncertainties and assumptions, the forward- looking events discussed in this document may not occur, and we caution you against unduly relying on these forward-looking statements.
Components of revenue change may not add due to rounding. Interest income did not contribute to organic change for the three and nine months ended September 30, 2026.
Segment operating income excludes certain costs, including amortization of intangibles, restructuring costs, transaction and program expenses, and to the extent that the actual expense based upon which allocations are made differs from the forecast/budget amount, a reconciling item will be created between internally-allocated expenses and the actual expenses reported for U.S. GAAP purposes.
Three Months Ended September 30, 2026 2025 Health, Wealth & Career 29.5% 28.6% Risk & Broking 19.8% 18.8%
Nine Months Ended September 30, 2026 2025 Health, Wealth & Career 27.0% 26.4% Risk & Broking 21.5% 20.7%
RECONCILIATIONS OF SEGMENT OPERATING INCOME TO INCOME FROM OPERATIONS BEFORE INCOME TAXES AND INTEREST IN EARNINGS OF ASSOCIATES
Three Months Ended September 30, 2026 2025 ────────────────────────────────────────────────────────────────────────────── Segment Operating Income $ 614 $ 550 Amortization (59 ) (47 ) Restructuring costs(i) (14 ) — Transaction and program (42 ) (2 ) expenses(ii) Unallocated, net(iii) (70 ) (83 ) Income from Operations 429 418 Interest expense (80 ) (65 ) Other income, net 52 37 Income from operations before income taxes and interest in earnings $ 401 $ 390 of associates
Includes costs associated with our recently-commenced Propel AI Acceleration Plan. Primarily includes share-based compensation and other transaction-related costs attributable to our Newfront and Cushon acquisitions and costs associated with the integration of significant acquired companies and the Propel AI Acceleration Plan. Includes certain costs, primarily related to corporate functions which are not directly related to the segments, and certain differences between budgeted expenses determined at the beginning of the year and actual expenses that we report for U.S. GAAP purposes.
WTW Reconciliations of Non-GAAP Measures (In millions of U.S. dollars, except per share data) (Unaudited) RECONCILIATIONS OF NET INCOME ATTRIBUTABLE TO WTW TO ADJUSTED DILUTED EARNINGS PER SHARE Net income attributable to WTW Adjusted for certain items: Amortization Restructuring costs Transaction and program expenses Net periodic pension and postretirement benefits 303 304 Gain on disposal of 59 47 operations 14 — Acquisition-related 42 2 adjustments (19 (12 Tax effect on certain (35 ) (26 ) items listed above(i) Three Months Ended (4 ) — ) Tax effect of significant September 30, (21 ) (9 ) adjustments 2026 — ) 2025 (5 ) ────────────────────────────────────────────────────────────────────────────── Adjusted Net Income $ 339 $ 301 Weighted-average ordinary shares, 94 98 diluted Diluted Earnings Per Share $ 3.24 $ 3.11 Adjusted for certain items:(ii) Amortization 0.63 0.48 Restructuring costs 0.15 — Transaction and program 0.45 0.02 expenses Net periodic pension and postretirement (0.20 ) (0.12 ) benefits Gain on disposal of (0.37 ) (0.27 ) operations Acquisition-related (0.04 ) — adjustments Tax effect on certain items listed (0.22 ) (0.09 ) above(i) Tax effect of significant — (0.05 ) adjustments Adjusted Diluted Earnings $ 3.63 $ 3.07 Per Share(ii)
Nine Months Ended September 30, 2026 2025 ────────────────────────────────────────────────────────────────────────────── Net income attributable to WTW $ 829 $ 870 Adjusted for certain items: Amortization 162 144 Restructuring costs 14 — Transaction and program 144 4 expenses Net periodic pension and postretirement (33 ) 50 benefits Gain on disposal of operations (35 ) (40 ) Acquisition-related (4 ) — adjustments Tax effect on certain items listed (65 ) (47 ) above(i) Tax effect of significant — (79 ) adjustments Adjusted Net Income $ 1,012 $ 902 Weighted-average ordinary shares, 95 100 diluted Diluted Earnings Per Share $ 8.76 $ 8.74 Adjusted for certain items:(ii) Amortization 1.71 1.45 Restructuring costs 0.15 — Transaction and program 1.52 0.04 expenses Net periodic pension and postretirement (0.35 ) 0.50 benefits Gain on disposal of operations (0.37 ) (0.40 ) Acquisition-related (0.04 ) — adjustments Tax effect on certain items listed (0.69 ) (0.47 ) above(i) Tax effect of significant — (0.79 ) adjustments Adjusted Diluted Earnings Per $ 10.70 $ 9.07 Share(ii)
Three Months Ended September 30, 2026 2025 ────────────────────────────────────────────────────────────────────────────── Net income $ 309 12.6% $ 306 13.4% Provision for 79 77 income taxes Interest expense 80 65 Depreciation 55 56 Amortization 59 47 Restructuring costs 14 — Transaction and 42 2 program expenses Net periodic pension and (19 ) (12 ) postretirement benefits Gain on disposal of (37 ) (26 ) operations Acquisition-related (5 ) — adjustments Adjusted EBITDA and Adjusted EBITDA $ 577 23.5% $ 515 22.5% Margin
Nine Months Ended September 30, 2026 2025 ────────────────────────────────────────────────────────────────────────────── Net income $ 843 11.5% $ 877 13.0% Provision for 206 121 income taxes Interest expense 235 194 Depreciation 166 167 Amortization 162 144 Restructuring 14 — costs Transaction and 144 4 program expenses Net periodic pension and (33 ) 50 postretirement benefits Gain on disposal (37 ) (40 ) of operations Acquisition-relat… (5 ) — adjustments Adjusted EBITDA and Adjusted $ 1,695 23.1% $ 1,517 22.4% EBITDA Margin
Three Months Ended September 30, 2026 2025 ────────────────────────────────────────────────────────────────────────────── Income from operations and $ 429 17.4% $ 418 18.3% Operating margin Adjusted for certain items: Amortization 59 47 Restructuring costs 14 — Transaction and 42 2 program expenses Acquisition-related (5 ) — adjustments Adjusted operating income and Adjusted $ 539 21.9% $ 467 20.4% operating income margin
Nine Months Ended September 30, 2026 2025 ────────────────────────────────────────────────────────────────────────────── Income from operations and $ 1,241 16.9% $ 1,218 18.0% Operating margin Adjusted for certain items: Amortization 162 144 Restructuring costs 14 — Transaction and 144 4 program expenses Acquisition-related (5 ) — adjustments Adjusted operating income and Adjusted $ 1,556 21.2% $ 1,366 20.2% operating income margin
Three Months Ended September 30, 2026 2025 ────────────────────────────────────────────────────────────────────────────── Income from operations before income taxes and interest in earnings $ 401 $ 390 of associates Adjusted for certain items: Amortization 59 47 Restructuring costs 14 — Transaction and program 42 2 expenses Net periodic pension and postretirement (19 ) (12 ) benefits Gain on disposal of operations (37 ) (26 ) Acquisition-related adjustments (4 ) — Adjusted income before taxes $ 456 $ 401 Provision for income taxes $ 79 $ 77 Tax effect on certain items listed 21 9 above(i) Tax effect of significant — 5 adjustments Adjusted income taxes $ 100 $ 91 U.S. GAAP tax rate 19.5 % 19.7 % Adjusted income tax rate 21.9 % 22.4 %
Nine Months Ended September 30, 2026 2025 ────────────────────────────────────────────────────────────────────────────── Income from operations before income taxes and interest in earnings $ 1,069 $ 1,006 of associates Adjusted for certain items: Amortization 162 144 Restructuring costs 14 — Transaction and program 144 4 expenses Net periodic pension and postretirement (33 ) 50 benefits Gain on disposal of operations (37 ) (40 ) Acquisition-related (4 ) — adjustments Adjusted income before taxes $ 1,315 $ 1,164 Provision for income taxes $ 206 $ 121 Tax effect on certain items listed 65 47 above(i) Tax effect of significant — 79 adjustments Adjusted income taxes $ 271 $ 247 U.S. GAAP tax rate 19.3 % 12.0 % Adjusted income tax rate 20.6 % 21.2 %
Includes cash proceeds of $29 million collected in connection with the sale of fixed assets, which resulted in a gain of approximately $13 million in other operating expenses on the condensed consolidated statements of income.
WILLIS TOWERS WATSON PUBLIC LIMITED COMPANY Condensed Consolidated Balance Sheets (In millions of U.S. dollars, except share data) (Unaudited) September 30, December 31, ASSETS 2026 2025 ────────────────────────────────────────────────────────────────────────────── Cash and cash $ 1,946 $ 3,132 equivalents Fiduciary assets 11,057 10,445 Accounts receivable, 2,462 2,702 net Prepaid and other 669 595 current assets Total current assets 16,134 16,874 Fixed assets, net 665 695 Goodwill 9,778 8,938 Other intangible 1,431 1,141 assets, net Right-of-use assets 474 487 Pension benefits 586 529 assets Other non-current 928 866 assets Total non-current 13,862 12,656 assets TOTAL ASSETS $ 29,996 $ 29,530 LIABILITIES AND EQUITY Fiduciary liabilities $ 11,057 $ 10,445 Deferred revenue and 1,965 2,087 accrued expenses Current debt 749 550 Current lease 118 125 liabilities Other current 729 797 liabilities Total current 14,618 14,004 liabilities Long-term debt 5,783 5,756 Liability for pension 583 660 benefits Provision for 368 340 liabilities Long-term lease 448 472 liabilities Other non-current 356 246 liabilities Total non-current 7,538 7,474 liabilities TOTAL LIABILITIES 22,156 21,478 COMMITMENTS AND CONTINGENCIES EQUITY(i) Additional paid-in 11,304 11,106 capital Accumulated deficit (707 ) (296 ) Accumulated other comprehensive loss, (2,833 ) (2,834 ) net of tax Total WTW 7,764 7,976 shareholders' equity Non-controlling 76 76 interests Total Equity 7,840 8,052 TOTAL LIABILITIES AND $ 29,996 $ 29,530 EQUITY
WILLIS TOWERS WATSON PUBLIC LIMITED COMPANY Condensed Consolidated Statements of Cash Flows (In millions of U.S. dollars) (Unaudited) Nine Months Ended CASH FLOWS FROM OPERATING September 30, ACTIVITIES 2026 2025 ────────────────────────────────────────────────────────────────────────────── NET INCOME $ 843 $ 877 Adjustments to reconcile net income to total net cash from operating activities: Depreciation 166 167 Amortization 162 144 Non-cash restructuring 14 — costs Non-cash lease expense 75 71 Net periodic cost of defined benefit 9 100 pension plans Provision for doubtful receivables from 11 8 clients Benefit from deferred (54 ) (62 ) income taxes Share-based compensation 179 104 Gain on disposal of (37 ) (40 ) operations Non-cash foreign exchange (20 ) 30 (gain)/loss Other, net 42 34 Changes in operating assets and liabilities, net of effects from purchase of subsidiaries:
Accounts receivable 275 382 Other assets (124 ) (142 ) Other liabilities (354 ) (689 ) Provisions 26 20 Net cash from operating 1,213 1,004 activities CASH FLOWS (USED IN)/FROM INVESTING ACTIVITIES Additions to fixed assets (178 ) (166 ) and software Sale of fixed assets 29 — Acquisitions of operations, net of cash (1,103 ) (14 ) acquired Contributions to investments in (20 ) (16 ) associates, net Net proceeds from sale of 12 870 operations Cash and fiduciary funds transferred in — (54 ) sale of operations Net purchases of held-to-maturity — (50 ) securities Net purchases of available-for-sale (3 ) (40 ) securities Other, net (2 ) — Net cash (used in)/from investing (1,265 ) 530 activities CASH FLOWS USED IN FINANCING ACTIVITIES Borrowing of other debt 775 — Debt issuance costs (4 ) — Repayments of debt (552 ) (4 ) Repurchase of shares (970 ) (1,300 ) Net proceeds from fiduciary funds held 52 343 for clients Payments of deferred and contingent (3 ) (19 ) consideration related to acquisitions Cash paid for employee taxes on (61 ) (53 ) withholding shares Dividends paid (267 ) (269 ) Acquisitions of and dividends paid to (11 ) (9 ) non-controlling interests Net cash used in (1,041 ) (1,311 ) financing activities (DECREASE)/INCREASE IN CASH, CASH (1,093 ) 223 EQUIVALENTS AND RESTRICTED CASH Effect of exchange rate changes on cash, (38 ) 202 cash equivalents and restricted cash CASH, CASH EQUIVALENTS AND RESTRICTED 6,487 4,998 CASH, BEGINNING OF PERIOD (i) CASH, CASH EQUIVALENTS AND RESTRICTED $ 5,356 $ 5,423 CASH, END OF PERIOD (i)
__________ (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 the Supplemental Disclosure of Cash Flow Information section.
Supplemental disclosures Nine Months Ended of cash flow September 30, information: 2026 2025 ────────────────────────────────────────────────────────────────────────────── Cash and cash equivalents $ 1,946 $ 1,895 Fiduciary funds (included in fiduciary 3,410 3,528 assets) Total cash, cash equivalents and $ 5,356 $ 5,423 restricted cash Decrease in cash, cash equivalents and $ (1,161 ) $ (66 ) other restricted cash Increase in fiduciary 68 289 funds Total (i) $ (1,093 ) $ 223
Does not include the effect of exchange rate changes on cash, cash equivalents and restricted cash.
Full text with the tables
EXHIBIT 99.1
WTW Reports Third Quarter 2026 Earnings
1
Organic Revenue growth of 4% for the quarter
LONDON, Oct. 29, 2026 (GLOBE NEWSWIRE) -- WTW (NASDAQ: WTW) (the “Company”), a
leading global advisory, broking and solutions company, today announced
financial results for the third quarter ended September 30, 2026.
“WTW delivered another quarter of solid results in the face of a volatile market
environment, reflecting the strength and resilience of our business,” said Carl
Hess, WTW’s Chief Executive Officer. “Our strategy is working. Investments in
talent, technology and innovation are differentiating WTW in the market and
sustaining our momentum across the company. While Propel, our AI Acceleration
Plan, is in its early days, I’m excited by the initial impact we’re seeing as we
scale AI to enhance client service, unlock growth opportunities, strengthen our
colleague experience and drive greater efficiency. Our continued strategic
progress and the strength of our client proposition give us confidence in our
ability to create durable long-term value.”
Consolidated Results
As reported, USD millions,
except %
Key Metrics Q3-26 Q3-25 Y/Y Change
Revenue1 $2,460 $2,288 Reported 8% | CC 8% | Organic
4%
Income from Operations $429 $418 3%
Operating Margin % 17.4% 18.3% (90) bps
Adjusted Operating Income $539 $467 15%
Adjusted Operating Margin % 21.9% 20.4% 150 bps
Net Income $309 $306 1%
Adjusted Net Income $339 $301 13%
Diluted EPS $3.24 $3.11 4%
Adjusted Diluted EPS $3.63 $3.07 18%
The revenue amounts included in this release are presented on a U.S. GAAP
1 basis except where stated otherwise. The segment discussion is on an
organic basis.
Revenue was $2.46 billion for the third quarter of 2026, an increase of 8%
compared to $2.29 billion for the same period in the prior year. Excluding the
impact of foreign currency, revenue increased 8%. On an organic basis, revenue
increased 4%. See Supplemental Segment Information for additional detail on
book-of-business settlements and interest income included in revenue.
Net Income for the third quarter of 2026 was $309 million compared to $306
million in the prior-year third quarter. Adjusted EBITDA for the third quarter
was $577 million, or 23.5% of revenue, an increase of 12%, compared to Adjusted
EBITDA of $515 million, or 22.5% of revenue, in the prior-year third quarter.
The U.S. GAAP tax rate for the third quarter was 19.5%, and the adjusted income
tax rate for the third quarter used in calculating adjusted diluted earnings per
share was 21.9%.
Cash Flow and Capital Allocation
Cash flows from operating activities were $1.2 billion for the nine months ended
September 30, 2026, compared to $1.0 billion in the prior year. Free cash flow
for the nine months ended September 30, 2026 and 2025 was $1.1 billion and $838
million, respectively, an increase of $226 million. The increase was primarily
driven by operating margin expansion. The period also included $29 million of
cash proceeds from the disposal of buildings and related improvements. During
the quarter ended September 30, 2026, the Company repurchased 687,386 of its
outstanding shares for $220 million.
Third Quarter 2026 Segment Highlights
Health, Wealth & Career (“HWC”)
As reported, USD millions,
except %
Health, Wealth & Career Q3-26 Q3-25 Y/Y Change
Total Revenue $1,350 $1,261 Reported 7% | CC 7% | Organic
4%
Operating Income $398 $361 10%
Operating Margin % 29.5% 28.6% 90 bps
The HWC segment had revenue of $1.35 billion in the third quarter of 2026, an
increase of 7% (7% increase constant currency and organic growth of 4%) from
$1.26 billion in the prior year. Health delivered organic revenue growth with
positive contributions from all regions, driven by new business and strong
renewals. Wealth generated organic revenue growth supported by the strength of
Retirement work outside of North America and new client wins. Career organic
revenue growth was primarily driven by higher compensation survey sales and a
return to typical timing for compensation survey delivery, along with increased
communications project work. Benefits Delivery & Outsourcing (BD&O) organic
revenue declined, with growth from new client wins, project work and regulatory-
driven activity in Outsourcing being more than offset by lower commissions in
Individual Marketplace.
Operating margin in the HWC segment increased 90 basis points from the prior-
year third quarter to 29.5%. The increase was primarily driven by improved
operating leverage and expense discipline.
Risk & Broking (“R&B”)
As reported, USD millions,
except %
Risk & Broking Q3-26 Q3-25 Y/Y Change
Total Revenue $1,087 $1,007 Reported 8% | CC 8% | Organic
5%
Operating Income $216 $189 14%
Operating Margin % 19.8% 18.8% 100 bps
The R&B segment had revenue of $1.09 billion in the third quarter of 2026, an
increase of 8% (8% increase constant currency and organic growth of 5%) from
$1.01 billion in the prior year. Corporate Risk & Broking (CRB) had organic
revenue growth driven by strong new business activity in North America and
International, along with higher book-of-business settlement activity, partially
offset by a strong prior-year comparable that included revenue recognized from
multi-year project-based placements within the global specialty businesses.
Insurance Consulting and Technology (ICT) delivered organic revenue growth
primarily from strong software sales in the Technology practice, partially
offset by lower Consulting revenue.
Operating margin in the R&B segment increased 100 basis points from the prior-
year third quarter to 19.8%. The increase was primarily driven by higher book-
of-business settlement activity alongside disciplined expense management.
Propel: WTW's AI Acceleration Plan
On July 28, 2026, the Board of Directors of WTW approved and authorized
management to execute Propel, an Artificial Intelligence ('AI') Acceleration
Plan. Propel will extend through December 31, 2028 and embed AI and automation
across the Company. Supported by WTW's ongoing investments in AI, data and
technology, including the acquisition of Newfront, Propel is expected to enhance
client service, create additional opportunities for growth and strengthen the
colleague experience, as well as streamline core operating processes. WTW
expects these efforts to accelerate performance and enhance efficiency,
reinforcing WTW's strategic objectives.
The Company expects to invest approximately $625 million of cash and incur
approximately $25 million in non-cash charges
to generate approximately $400 million in run-rate savings, delivering a cash-
cost-to-achieve ratio of approximately 1.6
times. After reinvesting approximately $50 million to support growth, the
Company expects to deliver approximately $350
million in net run-rate savings and approximately 30% adjusted operating margin
in 2028.
The costs incurred under Propel from commencement to September 30, 2026
consisted of $14 million in restructuring costs and $7 million in transaction
and program expenses. The annualized run-rate savings achieved under Propel from
commencement to September 30, 2026 were $18 million. Please refer to the third
quarter 2026 supplemental slides in the Investor Relations section of the
Company's website for further details.
Select 2026 Financial Considerations
Adjusted operating margin:
Organic revenue:
Willis Re joint venture:
Newfront acquisition:
Capital allocation:
Free cash flow:
Foreign exchange:
The 2026 Financial Considerations above include Non-GAAP financial measures. We
do not reconcile forward-looking Non-GAAP measures for reasons explained under
"WTW Non-GAAP Measures" below.
Conference Call
The Company will host a conference call to discuss the financial results for the
third quarter 2026, including an update on strategic priorities. It will be held
on Thursday, October 29, 2026, beginning at 9:00 a.m. Eastern Time. A live,
listen-only webcast of the conference call will be available on WTW’s website.
Analysts and institutional investors may participate in the conference call’s
question-and-answer session by registering in advance here. An online replay
will be available at investors.wtwco.com shortly after the call concludes.
About WTW
At WTW (NASDAQ: WTW), we provide data-driven, insight-led solutions in the areas
of people, risk and capital. Leveraging the global view and local expertise of
our colleagues serving more than 140 countries and markets, we help
organizations sharpen their strategy, enhance organizational resilience,
motivate their workforce and maximize performance. Working shoulder to shoulder
with our clients, we uncover opportunities for sustainable success—and provide
perspective that moves you. Learn more at www.wtwco.com.
WTW Non-GAAP Measures
In order to assist readers of our consolidated financial statements in
understanding the core operating results that WTW’s management uses to evaluate
the business and for financial planning, we present the following non-GAAP
measures: (1) Constant Currency Change, (2) Organic Change, (3) Adjusted
Operating Income/Margin, (4) Adjusted EBITDA/Margin, (5) Adjusted Net Income,
(6) Adjusted Diluted Earnings Per Share, (7) Adjusted Income Before Taxes, (8)
Adjusted Income Taxes/Tax Rate, (9) Free Cash Flow and (10) Free Cash Flow
Margin.
We believe that those measures are relevant and provide pertinent information
widely used by analysts, investors and other interested parties in our industry
to provide a baseline for evaluating and comparing our operating performance,
and in the case of free cash flow, our liquidity results.
Within the measures referred to as ‘adjusted’, we adjust for significant items
which will not be settled in cash, or which we believe to be items that are not
core to our current or future operations. Some of these items may not be
applicable for the current quarter, however they may be part of our full-year
results. Additionally, we have historically adjusted for certain items which are
not described below, but for which we may adjust in a future period when
applicable. Items applicable to the quarter or full year results, or the
comparable periods, include the following:
We evaluate our revenue on an as reported (U.S. GAAP), constant currency and
organic basis. We believe presenting constant currency and organic information
provides valuable supplemental information regarding our comparable results,
consistent with how we evaluate our performance internally.
We consider Constant Currency Change, Organic Change, Adjusted Operating
Income/Margin, Adjusted EBITDA/Margin, Adjusted Net Income, Adjusted Diluted
Earnings Per Share, Adjusted Income Before Taxes, Adjusted Income Taxes/Tax Rate
and Free Cash Flow to be important financial measures, which are used to
internally evaluate and assess our core operations and to benchmark our
operating and liquidity results against our competitors. These non-GAAP measures
are important in illustrating what our comparable operating and liquidity
results would have been had we not incurred transaction-related and non-
recurring items. Reconciliations of these measures are included in the
accompanying tables with the following exception: The Company does not reconcile
its forward-looking non-GAAP financial measures to the corresponding U.S. GAAP
measures, due to variability and difficulty in making accurate forecasts and
projections and/or certain information not being ascertainable or accessible;
and because not all of the information, such as foreign currency impacts
necessary for a quantitative reconciliation of these forward-looking non-GAAP
financial measures to the most directly comparable U.S. GAAP financial measure,
is available to the Company without unreasonable efforts. For the same reasons,
the Company is unable to address the probable significance of the unavailable
information. The Company provides non-GAAP financial measures that it believes
will be achieved, however it cannot accurately predict all of the components of
the adjusted calculations and the U.S. GAAP measures may be materially different
than the non-GAAP measures.
Our non-GAAP measures and their accompanying definitions are presented as
follows:
Constant Currency Change – Represents the year-over-year change in revenue
excluding the impact of foreign currency fluctuations. To calculate this impact,
the prior-year local currency results are first translated using the current
year monthly average exchange rates. The change is calculated by comparing the
prior year revenue, translated at the current year monthly average exchange
rates, to the current year as reported revenue, for the same period. We believe
constant currency measures provide useful information to investors because they
provide transparency to performance by excluding the effects that foreign
currency exchange rate fluctuations have on period-over-period comparability
given volatility in foreign currency exchange markets.
Organic Change – Excludes the impact of fluctuations in foreign currency
exchange rates, as described above and the period-over-period impact of
acquisitions and divestitures on current-year revenue. We believe that excluding
transaction-related items from our U.S. GAAP financial measures provides useful
supplemental information to our investors, and it is important in illustrating
what our core operating results would have been had we not included these
transaction-related items, since the nature, size and number of these
transaction-related items can vary from period to period.
Adjusted Operating Income/Margin – Income from operations adjusted for
amortization, restructuring costs, transaction and program expenses,
acquisition-related adjustments and non-recurring items that, in management’s
judgment, significantly affect the period-over-period assessment of operating
results. Adjusted operating income margin is calculated by dividing adjusted
operating income by revenue. We consider adjusted operating income/margin to be
important financial measures, which are used internally to evaluate and assess
our core operations and to benchmark our operating results against our
competitors.
Adjusted EBITDA/Margin – Net Income adjusted for provision for income taxes,
interest expense, depreciation and amortization, restructuring costs,
transaction and program expenses, gains and losses on disposals of operations,
net periodic pension and postretirement benefits, acquisition-related
adjustments, and non-recurring items that, in management’s judgment,
significantly affect the period-over-period assessment of operating results.
Adjusted EBITDA Margin is calculated by dividing adjusted EBITDA by revenue. We
consider adjusted EBITDA/margin to be important financial measures, which are
used internally to evaluate and assess our core operations, to benchmark our
operating results against our competitors and to evaluate and measure our
performance-based compensation plans.
Adjusted Net Income – Net Income Attributable to WTW adjusted for amortization,
restructuring costs, transaction and program expenses, gains and losses on
disposals of operations, net periodic pension and postretirement benefits,
acquisition-related adjustments, and non-recurring items that, in management’s
judgment, significantly affect the period-over-period assessment of operating
results and the related tax effect of those adjustments and the tax effects of
significant adjustments. This measure is used solely for the purpose of
calculating adjusted diluted earnings per share.
Adjusted Diluted Earnings Per Share – Adjusted Net Income divided by the
weighted-average number of ordinary shares, diluted. Adjusted diluted earnings
per share is used to internally evaluate and assess our core operations and to
benchmark our operating results against our competitors.
Adjusted Income Before Taxes – Income from operations before income taxes and
interest in earnings of associates adjusted for amortization, restructuring
costs, transaction and program expenses, gains and losses on disposals of
operations, net periodic pension and postretirement benefits, acquisition-
related adjustments, and non-recurring items that, in management’s judgment,
significantly affect the period-over-period assessment of operating results.
Adjusted income before taxes is used solely for the purpose of calculating the
adjusted income tax rate.
Adjusted Income Taxes/Tax Rate – Provision for income taxes adjusted for taxes
on certain items of amortization, restructuring costs, transaction and program
expenses, gains and losses on disposals of operations, net periodic pension and
postretirement benefits, acquisition-related adjustments, the tax effects of
significant adjustments and non-recurring items that, in management’s judgment,
significantly affect the period-over-period assessment of operating results,
divided by adjusted income before taxes. Adjusted income taxes is used solely
for the purpose of calculating the adjusted income tax rate. Management believes
that the adjusted income tax rate presents a rate that is more closely aligned
to the rate that we would incur if not for the reduction of pre-tax income for
the adjusted items and the tax effects of significant adjustments, which are not
core to our current and future operations.
Free Cash Flow – Cash flows from operating activities less net cash used to
purchase fixed assets and software. Management believes that free cash flow
presents the core operating performance and cash-generating capabilities of our
business operations.
Free Cash Flow Margin – Free Cash Flow as a percentage of revenue, which
represents how much of revenue would be realized on a cash basis. We consider
this measure to be a meaningful metric for tracking cash conversion on a year-
over-year basis due to the non-cash nature of our pension income, which is
included in our GAAP and Non-GAAP earnings metrics presented herein.
These non-GAAP measures are not defined in the same manner by all companies and
may not be comparable to other similarly titled measures of other companies.
Non-GAAP measures should be considered in addition to, and not as a substitute
for, the information contained within our condensed consolidated financial
statements.
WTW Forward-Looking Statements
We have included in this document ‘forward-looking statements’ within the
meaning of Section 27A of the Securities Act of 1933, and Section 21E of the
Securities Exchange Act of 1934, which are intended to be covered by the safe
harbors created by those laws. These forward-looking statements include
information about possible or assumed future results of our operations or
certain considerations relating to our future results. All statements, other
than statements of historical facts, that address activities, events or
developments that we expect or anticipate may occur in the future, including
such things as: our outlook; the potential impact of natural or man-made
disasters like health pandemics and other world health crises; the impact of
macroeconomic trends, including inflation, changes in interest rates, trade
policies and other geopolitical risks; future capital expenditures; ongoing
working capital efforts; future share repurchases; financial results (including
our revenue, costs or margins) and the impact of changes to tax laws on our
financial results; existing and evolving business strategies, including with
respect to our reinsurance joint-venture investment with Bain Capital; our
indebtedness; our ability to execute strategic transactions, including both
acquisitions and dispositions, including our ability to receive adequate
consideration or any earnout proceeds in return for any dispositions or
integrate or manage acquired businesses (such as our recent acquisitions of
Newfront Insurance Holdings, Inc. and Cushon) or effect internal
reorganizations; demand for our services and competitive strengths; strategic
goals; the benefits of new initiatives or investments in technology; growth of
our business and operations; the sustained health of our product, service,
transaction, client, and talent assessment and management pipelines; our ability
to successfully manage ongoing leadership, organizational and technology
changes, including investments in improving systems and processes; our ability
to implement and realize anticipated benefits of any cost-savings or investment
initiatives including our newly launched artificial intelligence acceleration
plan (the ‘Plan’); our cybersecurity and privacy processes; our application of
artificial intelligence technologies throughout our business and our ability to
compete with artificial intelligence technologies offered by new or existing
competitors; our ability to protect our intellectual property; our compliance
with laws and regulations; risks associated with being an Irish-incorporated
company; our recognition of future impairment charges; and plans and references
to future successes, including our future financial and operating results,
short-term and long-term financial goals, plans, objectives, expectations and
intentions, including with respect to free cash flow generation, adjusted net
income, adjusted operating margin and adjusted earnings per share, are forward-
looking statements. Also, when we use words such as ‘may’, ‘will’, ‘would’,
‘anticipate’, ‘believe’, ‘estimate’, ‘expect’, ‘intend’, ‘plan’, ‘continues’,
‘seek’, ‘target’, ‘goal’, ‘focus’, ‘probably’, or similar expressions, we are
making forward-looking statements. Such statements are based upon the current
beliefs and expectations of the Company’s management and are subject to
significant risks and uncertainties. Actual results may differ from those set
forth in the forward-looking statements. All forward-looking disclosure is
speculative by its nature.
There are important risks, uncertainties, events and factors that could cause
our actual results or performance to differ materially from those in the
forward-looking statements contained in this document, including the following:
our ability to successfully establish, execute and achieve our global business
strategy as it evolves; our ability to fully realize the anticipated benefits of
our growth strategy, including inorganic growth through acquisitions; our
ability to achieve our short-term and long-term financial goals, including with
respect to our cash flow generation, the timing with respect to such achievement
and how such achievement may be impacted by any of the risks or uncertainties
set forth herein or elsewhere; the risks related to changes in general economic
conditions, business and political conditions, changes in the financial markets,
inflation, credit availability, increased interest rates, changes in trade
policies, increased tariffs and retaliatory actions; our ability to make
divestitures or acquisitions, including our ability to integrate or manage
acquired businesses or carve-out businesses to be disposed, as well as our
ability to identify and successfully execute on opportunities for strategic
collaboration; the risks relating to the adverse impacts of macroeconomic
trends, including those relating to changes in trade policies and tariffs, as
well as political events, war, such as the Russia-Ukraine war and conflict in
the Middle East, and other international disputes, terrorism, natural disasters,
public health issues and other business interruptions on the global economy and
capital markets, such as uncertainty in the global markets, inflation, changes
in interest rates and recessionary trends, changes in spending by government
agencies and contractors, which could have a material adverse effect on our
business, financial condition, results of operations and long-term goals; our
ability to successfully hedge against fluctuations in foreign currency rates;
significant competition that we face and the potential for loss of market share
and/or profitability; the impact of seasonality and differences in timing of
renewals and non-recurring revenue increases from disposals and book-of-business
sales; our ability to comply with complex and evolving regulations related to
data privacy, cybersecurity and artificial intelligence; material interruptions
to or loss of our information processing capabilities, or failure to effectively
maintain and upgrade our information technology resources and systems and
related risks of cybersecurity breaches or incidents; the insufficiency of
client data protection, potential breaches of information systems or
insufficient safeguards against cybersecurity breaches or incidents; our ability
to effectively apply artificial intelligence and other technology, data and
analytics solutions, including through the use of artificial intelligence, for
internal operations, maintaining industry standards, meeting client preferences
and gaining competitive advantage, among other things; the effect of competitive
products (including those incorporating artificial intelligence) and pricing
including the level of success of new product developments and related global
expansion; the risk of increased liability or new legal claims arising from or
relating to our operations, products and/or services, and expectations,
intentions and outcomes relating to outstanding litigation; the risk of
substantial negative outcomes on existing or potential future litigation or
investigation matters; changes in the regulatory environment in which we
operate, including, among other risks, the impacts of pending competition law
and regulatory investigations; compliance with extensive government regulation;
the risk of regulatory claims, government inquiries or investigations or the
potential for regulatory action in various jurisdictions where we operate around
the world; our ability to integrate direct-to-consumer sales and marketing
solutions with our existing offerings and solutions; our ability to successfully
manage organizational changes, including as a result of our investments in
improving systems and processes or other initiatives, and in connection with our
acquisition and divestiture activities; the risks relating to the implementation
of the Plan; disasters or business continuity problems; the risks relating to
the adverse impacts of natural or man-made disasters such as health pandemics
and other world health crises on the demand for our products and services, our
cash flows and our business operations; our ability to increase free cash flow
through enhanced billing, collection and other working capital efforts; our
ability to properly identify and manage conflicts of interest; reputational
damage, including from association with third parties; reliance on third-party
service providers and suppliers; risks relating to changes in our management
structures and in senior leadership; our ability to hire key employees and
maintain an appropriate number of employees; our ability to maintain our
corporate culture; doing business internationally, including the impact of
global trade policies and retaliatory considerations as well as foreign currency
exchange rates; the risk of sanctions imposed by governments, or changes to
associated sanction regulations and related counter-sanctions; changes and
developments in the insurance industry or the U.S. healthcare system, including
those related to Medicare, and any other changes and developments in legal,
regulatory, economic, business or operational conditions that could impact our
businesses; the inability to protect our intellectual property rights, or the
potential infringement upon the intellectual property rights of others;
fluctuations in our pension assets and liabilities and related changes in
pension income, including as a result of, related to, or derived from movements
in the interest rate environment, investment returns, inflation, or changes in
other assumptions that are used to estimate our benefit obligations and their
effect on adjusted earnings per share; risks relating to our capital structure,
including indebtedness amounts, the limitations imposed by the covenants in the
documents governing such indebtedness and the maintenance of the financial and
disclosure controls and procedures of each; our ability to obtain financing on
favorable terms or at all; adverse changes in our credit ratings; the impact of
recent or potential changes to applicable U.S. state, federal and/or foreign
laws, rules and regulations, recent judicial decisions and case law
developments, and any other relevant policy changes and legislative actions,
including the ‘Act to provide for reconciliation pursuant to title II of H. Con.
Res. 14’ (‘H.R. 1’) signed into law on July 4, 2025, on our business, operations
or results; the impact of recent or potential changes in state, federal, and/or
foreign tax laws and regulations, including those that may impose additional
excise taxes or impact our effective tax rate, including H.R. 1; U.S. federal
income tax consequences to U.S. persons owning at least 10% of our shares;
changes in accounting principles, estimates or assumptions; our recognition of
future impairment charges; risks relating to or arising from environmental,
social and governance (‘ESG’) practices; fluctuation in revenue against our
relatively fixed or higher-than-expected expenses; the risk that market
downturns can have a significant impact on investments made across our
portfolios; the laws of Ireland being different from the laws of the U.S. and
potentially affording less protections to the holders of our securities; and our
holding company structure potentially preventing us from being able to receive
dividends or other distributions in needed amounts from our subsidiaries.
The foregoing list of factors is not exhaustive and new factors may emerge from
time to time that could also affect actual performance and results. For more
information, please see Part I, Item 1A in our Annual Report on Form 10-K, and
our subsequent filings with the SEC. Copies are available online at
http://www.sec.gov or www.wtwco.com.
Although we believe that the assumptions underlying our forward-looking
statements are reasonable, any of these assumptions, and therefore also the
forward-looking statements based on these assumptions, could themselves prove to
be inaccurate. Given the significant uncertainties inherent in the forward-
looking statements included in this document, our inclusion of this information
is not a representation or guarantee by us that our objectives and plans will be
achieved.
Our forward-looking statements speak only as of the date made and we will not
update these forward-looking statements unless the securities laws require us to
do so. With regard to these risks, uncertainties and assumptions, the forward-
looking events discussed in this document may not occur, and we caution you
against unduly relying on these forward-looking statements.
Contact
INVESTORSClaudia De La Hoz | Claudia.Delahoz@wtwco.com
WTW
Sup…
Seg…
Inf…
(In
mil…
of
U.S.
dol… Comp…
(Un… Three of
REV… Mont… Reve…
Hea… Ended As Chan…
Wea… Sept… Rep… Less: Con… Less:
& 30, % Curr… Cur… Acqu… Org…
Car… 2026 2025 Cha… Impa… Cha… Dive… Cha…
──────────────────────────────────────────────────────────────────────────────
Rev…
exc… $ 1,3… $ 1,253 7% 0% 7% 4% 4%
int…
inc…
Int… 7 8
inc…
Tot… 1,3… 1,261 7% 0% 7% 4% 4%
Risk
&
Bro…
Rev…
exc… $ 1,0… $ 979 8% 0% 8% 4% 5%
int…
inc…
Int… 26 28
inc…
Tot… 1,0… 1,007 8% 0% 8% 3% 5%
Seg… $ 2,4… $ 2,268 8% 0% 8% 4% 4%
Rev…
Cor…
rei…
exp… 21 14
and
oth…
Int… 2 6
inc…
Rev… $ 2,4… $ 2,288 8% 0% 8% 4% 4%(…
Comp…
Nine of
Mont… Reve…
Hea… Ended As Chan…
Wea… Sept… Rep… Less: Con… Less:
& 30, % Curr… Cur… Acqu… Org…
Car… 2026 2025 Cha… Impa… Cha… Dive… Cha…
──────────────────────────────────────────────────────────────────────────────
Rev…
exc… $ 3,8… $ 3,584 8% 1% 6% 3% 3%
int…
inc…
Int… 22 22
inc…
Tot… 3,8… 3,606 8% 1% 6% 3% 3%
Risk
&
Bro…
Rev…
exc… $ 3,2… $ 3,008 9% 2% 7% 2% 5%
int…
inc…
Int… 75 73
inc…
Tot… 3,3… 3,081 9% 2% 7% 2% 4%
Seg… $ 7,2… $ 6,687 8% 2% 7% 3% 4%
Rev…
Cor…
rei…
exp… 75 59
and
oth…
Int… 11 26
inc…
Rev… $ 7,3… $ 6,772 8% 2% 6% 3% 4%(…
Components of revenue change may not add due to rounding.
Interest income did not contribute to organic change for the three and nine
months ended September 30, 2026.
BOOK-OF-BUSINESS SETTLEMENTS AND INTEREST INCOME
T…
M…
E…
S…
3…
H… 2… 2… R… 2… 2… C… 2… 2… T… … 2…
──────────────────────────────────────────────────────────────────────────────
… $ 2 $ — $ 18 $ 6 $ — $ — $ … $ 6
…
… 7 8 26 28 2 6 … 42
…
… $ 9 $ 8 $ 44 $ 34 $ 2 $ 6 $ … $ 48
N…
M…
E…
S…
3…
H… 2… 2… R… 2… 2… C… 2… 2… T… … 2…
──────────────────────────────────────────────────────────────────────────────
… $ 4 $ 2 $ 28 $ 9 $ — $ — $ … $ 11
…
… 22 22 75 73 11 26 … 1…
…
… $ 26 $ 24 $ 1… $ 82 $ 11 $ 26 $ … $ 1…
SEGMENT OPERATING INCOME (i)
Three Months Ended
September 30, 2026 2025
─────────────────────────────────────────────────────────────────
Health, Wealth & Career $ 398 $ 361
Risk & Broking 216 189
Segment Operating Income $ 614 $ 550
Nine Months Ended
September 30, 2026 2025
──────────────────────────────────────────────────────────────────
Health, Wealth & Career $ 1,050 $ 952
Risk & Broking 726 637
Segment Operating Income $ 1,776 $ 1,589
Segment operating income excludes certain costs, including amortization of
intangibles, restructuring costs, transaction and program expenses, and to the
extent that the actual expense based upon which allocations are made differs
from the forecast/budget amount, a reconciling item will be created between
internally-allocated expenses and the actual expenses reported for U.S. GAAP
purposes.
SEGMENT OPERATING MARGINS
Three Months Ended
September 30,
2026 2025
Health, Wealth & Career 29.5% 28.6%
Risk & Broking 19.8% 18.8%
Nine Months Ended
September 30,
2026 2025
Health, Wealth & Career 27.0% 26.4%
Risk & Broking 21.5% 20.7%
RECONCILIATIONS OF SEGMENT OPERATING INCOME TO INCOME FROM OPERATIONS BEFORE
INCOME TAXES AND INTEREST IN EARNINGS OF ASSOCIATES
Three Months Ended
September 30, 2026 2025
──────────────────────────────────────────────────────────────────────────────
Segment Operating Income $ 614 $ 550
Amortization (59 ) (47 )
Restructuring costs(i) (14 ) —
Transaction and program (42 ) (2 )
expenses(ii)
Unallocated, net(iii) (70 ) (83 )
Income from Operations 429 418
Interest expense (80 ) (65 )
Other income, net 52 37
Income from operations before
income
taxes and interest in earnings $ 401 $ 390
of
associates
Nine Months Ended
September 30, 2026 2025
──────────────────────────────────────────────────────────────────────────────
Segment Operating Income $ 1,776 $ 1,589
Amortization (162 ) (144 )
Restructuring costs(i) (14 ) —
Transaction and program (144 ) (4 )
expenses(ii)
Unallocated, net(iii) (215 ) (223 )
Income from Operations 1,241 1,218
Interest expense (235 ) (194 )
Other income/(loss), net 63 (18 )
Income from operations before
income
taxes and interest in earnings $ 1,069 $ 1,006
of
associates
Includes costs associated with our recently-commenced Propel AI Acceleration
Plan.
Primarily includes share-based compensation and other transaction-related costs
attributable to our Newfront and Cushon acquisitions and costs associated with
the integration of significant acquired companies and the Propel AI Acceleration
Plan.
Includes certain costs, primarily related to corporate functions which are not
directly related to the segments, and certain differences between budgeted
expenses determined at the beginning of the year and actual expenses that we
report for U.S. GAAP purposes.
WTW
Reconciliations of
Non-GAAP Measures
(In millions of U.S.
dollars, except per share
data)
(Unaudited)
RECONCILIATIONS OF NET
INCOME ATTRIBUTABLE TO WTW
TO ADJUSTED DILUTED
EARNINGS PER SHARE
Net income attributable to
WTW
Adjusted for certain
items:
Amortization
Restructuring costs
Transaction and program
expenses
Net periodic pension and
postretirement benefits 303 304
Gain on disposal of 59 47
operations 14 —
Acquisition-related 42 2
adjustments (19 (12
Tax effect on certain (35 ) (26 )
items listed above(i) Three Months Ended (4 ) — )
Tax effect of significant September 30, (21 ) (9 )
adjustments 2026 — ) 2025 (5 )
──────────────────────────────────────────────────────────────────────────────
Adjusted Net Income $ 339 $ 301
Weighted-average ordinary
shares, 94 98
diluted
Diluted Earnings Per Share $ 3.24 $ 3.11
Adjusted for certain
items:(ii)
Amortization 0.63 0.48
Restructuring costs 0.15 —
Transaction and program 0.45 0.02
expenses
Net periodic pension and
postretirement (0.20 ) (0.12 )
benefits
Gain on disposal of (0.37 ) (0.27 )
operations
Acquisition-related (0.04 ) —
adjustments
Tax effect on certain
items listed (0.22 ) (0.09 )
above(i)
Tax effect of significant — (0.05 )
adjustments
Adjusted Diluted Earnings $ 3.63 $ 3.07
Per Share(ii)
Nine Months Ended
September 30, 2026 2025
──────────────────────────────────────────────────────────────────────────────
Net income attributable to WTW $ 829 $ 870
Adjusted for certain items:
Amortization 162 144
Restructuring costs 14 —
Transaction and program 144 4
expenses
Net periodic pension and
postretirement (33 ) 50
benefits
Gain on disposal of operations (35 ) (40 )
Acquisition-related (4 ) —
adjustments
Tax effect on certain items
listed (65 ) (47 )
above(i)
Tax effect of significant — (79 )
adjustments
Adjusted Net Income $ 1,012 $ 902
Weighted-average ordinary
shares, 95 100
diluted
Diluted Earnings Per Share $ 8.76 $ 8.74
Adjusted for certain
items:(ii)
Amortization 1.71 1.45
Restructuring costs 0.15 —
Transaction and program 1.52 0.04
expenses
Net periodic pension and
postretirement (0.35 ) 0.50
benefits
Gain on disposal of operations (0.37 ) (0.40 )
Acquisition-related (0.04 ) —
adjustments
Tax effect on certain items
listed (0.69 ) (0.47 )
above(i)
Tax effect of significant — (0.79 )
adjustments
Adjusted Diluted Earnings Per $ 10.70 $ 9.07
Share(ii)
The tax effect was calculated using an effective tax rate for each item.
Per share values and totals may differ due to rounding.
RECONCILIATIONS OF NET INCOME TO ADJUSTED EBITDA
Three Months Ended
September 30, 2026 2025
──────────────────────────────────────────────────────────────────────────────
Net income $ 309 12.6% $ 306 13.4%
Provision for 79 77
income taxes
Interest expense 80 65
Depreciation 55 56
Amortization 59 47
Restructuring costs 14 —
Transaction and 42 2
program expenses
Net periodic
pension and (19 ) (12 )
postretirement
benefits
Gain on disposal of (37 ) (26 )
operations
Acquisition-related (5 ) —
adjustments
Adjusted EBITDA and
Adjusted EBITDA $ 577 23.5% $ 515 22.5%
Margin
Nine Months Ended
September 30, 2026 2025
──────────────────────────────────────────────────────────────────────────────
Net income $ 843 11.5% $ 877 13.0%
Provision for 206 121
income taxes
Interest expense 235 194
Depreciation 166 167
Amortization 162 144
Restructuring 14 —
costs
Transaction and 144 4
program expenses
Net periodic
pension and (33 ) 50
postretirement
benefits
Gain on disposal (37 ) (40 )
of operations
Acquisition-relat… (5 ) —
adjustments
Adjusted EBITDA
and Adjusted $ 1,695 23.1% $ 1,517 22.4%
EBITDA
Margin
RECONCILIATIONS OF INCOME FROM OPERATIONS TO ADJUSTED OPERATING INCOME
Three Months Ended
September 30, 2026 2025
──────────────────────────────────────────────────────────────────────────────
Income from
operations and $ 429 17.4% $ 418 18.3%
Operating
margin
Adjusted for certain
items:
Amortization 59 47
Restructuring costs 14 —
Transaction and 42 2
program expenses
Acquisition-related (5 ) —
adjustments
Adjusted operating
income and Adjusted $ 539 21.9% $ 467 20.4%
operating income
margin
Nine Months Ended
September 30, 2026 2025
──────────────────────────────────────────────────────────────────────────────
Income from
operations and $ 1,241 16.9% $ 1,218 18.0%
Operating
margin
Adjusted for
certain items:
Amortization 162 144
Restructuring costs 14 —
Transaction and 144 4
program expenses
Acquisition-related (5 ) —
adjustments
Adjusted operating
income and Adjusted $ 1,556 21.2% $ 1,366 20.2%
operating income
margin
RECONCILIATIONS OF GAAP INCOME TAXES/TAX RATE TO ADJUSTED INCOME TAXES/TAX RATE
Three Months Ended
September 30, 2026 2025
──────────────────────────────────────────────────────────────────────────────
Income from operations before
income
taxes and interest in earnings $ 401 $ 390
of
associates
Adjusted for certain items:
Amortization 59 47
Restructuring costs 14 —
Transaction and program 42 2
expenses
Net periodic pension and
postretirement (19 ) (12 )
benefits
Gain on disposal of operations (37 ) (26 )
Acquisition-related adjustments (4 ) —
Adjusted income before taxes $ 456 $ 401
Provision for income taxes $ 79 $ 77
Tax effect on certain items
listed 21 9
above(i)
Tax effect of significant — 5
adjustments
Adjusted income taxes $ 100 $ 91
U.S. GAAP tax rate 19.5 % 19.7 %
Adjusted income tax rate 21.9 % 22.4 %
Nine Months Ended
September 30, 2026 2025
──────────────────────────────────────────────────────────────────────────────
Income from operations before
income
taxes and interest in earnings $ 1,069 $ 1,006
of
associates
Adjusted for certain items:
Amortization 162 144
Restructuring costs 14 —
Transaction and program 144 4
expenses
Net periodic pension and
postretirement (33 ) 50
benefits
Gain on disposal of operations (37 ) (40 )
Acquisition-related (4 ) —
adjustments
Adjusted income before taxes $ 1,315 $ 1,164
Provision for income taxes $ 206 $ 121
Tax effect on certain items
listed 65 47
above(i)
Tax effect of significant — 79
adjustments
Adjusted income taxes $ 271 $ 247
U.S. GAAP tax rate 19.3 % 12.0 %
Adjusted income tax rate 20.6 % 21.2 %
The tax effect was calculated using an effective tax rate for each item.
RECONCILIATION OF CASH FLOWS FROM OPERATING ACTIVITIES TO FREE CASH FLOW
Nine Months Ended
September 30, 2026 2025
──────────────────────────────────────────────────────────────────────────────
Cash flows from operating $ 1,213 $ 1,004
activities
Less: Net additions to fixed
assets and (149 ) (166 )
software(i)
Free Cash Flow $ 1,064 $ 838
Includes cash proceeds of $29 million collected in connection with the sale of
fixed assets, which resulted in a gain of approximately $13 million in other
operating expenses on the condensed consolidated statements of income.
WIL…
TOW…
WAT…
PUB…
LIM…
COM…
Con…
Con…
Sta…
of
Inc…
(In
mil…
of
U.S.
dol…
exc… Three Nine
per Mont… Mont…
sha… Ended Ended
dat… Sept… Sept…
(Un… 2026 30, 2025 2026 30, 2025
──────────────────────────────────────────────────────────────────────────────
Rev… $ 2,460 $ 2,288 $ 7,338 $ 6,772
Cos…
of
pro…
ser…
Sal…
and 1,507 1,413 4,492 4,186
ben…
Oth…
ope… 354 352 1,119 1,053
exp…
Dep… 55 56 166 167
Amo… 59 47 162 144
Res… 14 — 14 —
cos…
Tra…
and 42 2 144 4
pro…
exp…
Tot…
cos…
of 2,031 1,870 6,097 5,554
pro…
ser…
Inc…
from 429 418 1,241 1,218
ope…
Int… (80 ) (65 ) (235 ) (194 )
exp…
Oth…
inc… 52 37 63 (18 )
net
INC…
FROM
OPE…
BEF…
INC…
TAX… 401 390 1,069 1,006
AND
INT…
IN
EAR…
OF
ASS…
Pro…
for (79 ) (77 ) (206 ) (121 )
inc…
tax…
INC…
FROM
OPE…
BEF…
INT… 322 313 863 885
IN
EAR…
OF
ASS…
Int…
in
ear…
of (13 ) (7 ) (20 ) (8 )
ass…
net
of
tax
NET 309 306 843 877
INC…
Inc…
att…
to (6 ) (2 ) (14 ) (7 )
non…
int…
NET
INC…
ATT… $ 303 $ 304 $ 829 $ 870
TO
WTW
EAR…
PER
SHA…
Bas…
ear… $ 3.25 $ 3.12 $ 8.79 $ 8.80
per
sha…
Dil…
ear… $ 3.24 $ 3.11 $ 8.76 $ 8.74
per
sha…
Wei…
ord… 93 98 94 99
sha…
bas…
Wei…
ord… 94 98 95 100
sha…
dil…
WILLIS TOWERS WATSON
PUBLIC LIMITED
COMPANY
Condensed
Consolidated Balance
Sheets
(In millions of U.S.
dollars, except share
data)
(Unaudited) September 30, December 31,
ASSETS 2026 2025
──────────────────────────────────────────────────────────────────────────────
Cash and cash $ 1,946 $ 3,132
equivalents
Fiduciary assets 11,057 10,445
Accounts receivable, 2,462 2,702
net
Prepaid and other 669 595
current assets
Total current assets 16,134 16,874
Fixed assets, net 665 695
Goodwill 9,778 8,938
Other intangible 1,431 1,141
assets, net
Right-of-use assets 474 487
Pension benefits 586 529
assets
Other non-current 928 866
assets
Total non-current 13,862 12,656
assets
TOTAL ASSETS $ 29,996 $ 29,530
LIABILITIES AND
EQUITY
Fiduciary liabilities $ 11,057 $ 10,445
Deferred revenue and 1,965 2,087
accrued expenses
Current debt 749 550
Current lease 118 125
liabilities
Other current 729 797
liabilities
Total current 14,618 14,004
liabilities
Long-term debt 5,783 5,756
Liability for pension 583 660
benefits
Provision for 368 340
liabilities
Long-term lease 448 472
liabilities
Other non-current 356 246
liabilities
Total non-current 7,538 7,474
liabilities
TOTAL LIABILITIES 22,156 21,478
COMMITMENTS AND
CONTINGENCIES
EQUITY(i)
Additional paid-in 11,304 11,106
capital
Accumulated deficit (707 ) (296 )
Accumulated other
comprehensive loss, (2,833 ) (2,834 )
net of tax
Total WTW 7,764 7,976
shareholders' equity
Non-controlling 76 76
interests
Total Equity 7,840 8,052
TOTAL LIABILITIES AND $ 29,996 $ 29,530
EQUITY
__________
(i) Equity includes (a) Ordinary shares $0.000304635 nominal value; Authorized
1,510,003,775; Issued 92,337,120 (2026) and 95,079,835 (2025); Outstanding
92,337,120 (2026) and 95,079,835 (2025) and (b) Preference shares, $0.000115
nominal value; Authorized 1,000,000,000 and Issued none in 2026 and 2025.
WILLIS TOWERS WATSON
PUBLIC LIMITED COMPANY
Condensed Consolidated
Statements of Cash Flows
(In millions of U.S.
dollars)
(Unaudited) Nine Months Ended
CASH FLOWS FROM OPERATING September 30,
ACTIVITIES 2026 2025
──────────────────────────────────────────────────────────────────────────────
NET INCOME $ 843 $ 877
Adjustments to reconcile
net income to
total net cash from
operating
activities:
Depreciation 166 167
Amortization 162 144
Non-cash restructuring 14 —
costs
Non-cash lease expense 75 71
Net periodic cost of
defined benefit 9 100
pension plans
Provision for doubtful
receivables from 11 8
clients
Benefit from deferred (54 ) (62 )
income taxes
Share-based compensation 179 104
Gain on disposal of (37 ) (40 )
operations
Non-cash foreign exchange (20 ) 30
(gain)/loss
Other, net 42 34
Changes in operating
assets and
liabilities, net of
effects from
purchase of subsidiaries:
Accounts receivable 275 382
Other assets (124 ) (142 )
Other liabilities (354 ) (689 )
Provisions 26 20
Net cash from operating 1,213 1,004
activities
CASH FLOWS (USED IN)/FROM
INVESTING
ACTIVITIES
Additions to fixed assets (178 ) (166 )
and software
Sale of fixed assets 29 —
Acquisitions of
operations, net of cash (1,103 ) (14 )
acquired
Contributions to
investments in (20 ) (16 )
associates, net
Net proceeds from sale of 12 870
operations
Cash and fiduciary funds
transferred in — (54 )
sale of operations
Net purchases of
held-to-maturity — (50 )
securities
Net purchases of
available-for-sale (3 ) (40 )
securities
Other, net (2 ) —
Net cash (used in)/from
investing (1,265 ) 530
activities
CASH FLOWS USED IN
FINANCING ACTIVITIES
Borrowing of other debt 775 —
Debt issuance costs (4 ) —
Repayments of debt (552 ) (4 )
Repurchase of shares (970 ) (1,300 )
Net proceeds from
fiduciary funds held 52 343
for clients
Payments of deferred and
contingent (3 ) (19 )
consideration related to
acquisitions
Cash paid for employee
taxes on (61 ) (53 )
withholding shares
Dividends paid (267 ) (269 )
Acquisitions of and
dividends paid to (11 ) (9 )
non-controlling interests
Net cash used in (1,041 ) (1,311 )
financing activities
(DECREASE)/INCREASE IN
CASH, CASH (1,093 ) 223
EQUIVALENTS AND
RESTRICTED CASH
Effect of exchange rate
changes on cash, (38 ) 202
cash equivalents and
restricted cash
CASH, CASH EQUIVALENTS
AND RESTRICTED 6,487 4,998
CASH, BEGINNING OF PERIOD
(i)
CASH, CASH EQUIVALENTS
AND RESTRICTED $ 5,356 $ 5,423
CASH, END OF PERIOD (i)
__________
(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 the
Supplemental Disclosure of Cash Flow Information section.
SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION
(In millions of U.S. dollars)
Supplemental disclosures Nine Months Ended
of cash flow September 30,
information: 2026 2025
──────────────────────────────────────────────────────────────────────────────
Cash and cash equivalents $ 1,946 $ 1,895
Fiduciary funds (included
in fiduciary 3,410 3,528
assets)
Total cash, cash
equivalents and $ 5,356 $ 5,423
restricted cash
Decrease in cash, cash
equivalents and $ (1,161 ) $ (66 )
other restricted cash
Increase in fiduciary 68 289
funds
Total (i) $ (1,093 ) $ 223
Does not include the effect of exchange rate changes on cash, cash equivalents
and restricted cash.