EX-99.12exh_991.htmEXHIBIT 99.1<!DOCTYPE HTML PUBLIC "-//W3C//DTD HTML 4.0 Transitional//EN">EdgarFiling

EXHIBIT 99.1

WTW Reports Second Quarter 2025 Earnings

Revenue1 of $2.3 billion was flat compared to prior-year quarter due to the sale of TRANZACT

Organic Revenue growth of 5% for the quarter

Diluted Earnings per Share was $3.32 for the quarter, up 144% over prior year

Adjusted Diluted Earnings per Share was $2.86 for the quarter, up 20% over prior year2

Operating Margin was 16.3% for the quarter, up 690 basis points over prior year

Adjusted Operating Margin was 18.5% for the quarter, up 150 basis points from prior year

LONDON, July 31, 2025 (GLOBE NEWSWIRE) -- WTW (NASDAQ: WTW) (the “Company”), a leading global advisory, broking and solutions company, today announced financial results for the second quarter ended June 30, 2025.

“Our strong second quarter results demonstrate the meaningful progress we’ve made towards advancing our strategy, helping deliver solid topline results, along with margin and earnings growth,” said Carl Hess, WTW’s Chief Executive Officer. “I’m pleased with how our businesses continued to prove their value and resilience this quarter, providing our clients with critical solutions to help manage people, risk and capital amidst economic uncertainty. Building on our strong first-half performance and continued momentum, we enter the second half of 2025 on track to deliver on our financial framework, including mid-single digit organic revenue growth, operating margin expansion, adjusted earnings per share growth, and free-cash-flow margin expansion. I’d like to thank our colleagues for their consistent execution and dedication to delivering for our clients.”

Consolidated Results

As reported, USD millions, except %

Key Metrics

Q2-25

Q2-242

Y/Y Change

Revenue1

$2,261

$2,265

Reported (0)% | CC (1)% | Organic 5%

Income from Operations

$368

$212

74%

Operating Margin %

16.3%

9.4%

690 bps

Adjusted Operating Income

$419

$385

Adjusted Operating Margin %

18.5%

17.0%

150 bps

Net Income

$332

$142

134%

Adjusted Net Income

$285

$247

15%

Diluted EPS

$3.32

$1.36

144%

Adjusted Diluted EPS

$2.86

$2.39

20%

The revenue amounts included in this release are presented on a U.S. GAAP basis except where stated otherwise. The segment discussion is on an organic basis.

Refer to "WTW Non-GAAP Measures" below and the Q2-25 Supplemental Slides for recast of historical Non-GAAP measures.

Revenue was $2.26 billion for the second quarter of 2025, which was flat compared to $2.27 billion for the same period in the prior year due to the sale of TRANZACT. Excluding the impact of foreign currency, revenue decreased 1%. On an organic basis, revenue increased 5%. See Supplemental Segment Information for additional detail on book-of-business settlements and interest income included in revenue.

Net Income for the second quarter of 2025 was $332 million compared to Net Income of $142 million in the prior-year second quarter. Adjusted EBITDA for the second quarter was $470 million, or 20.8% of revenue, an increase of 6%, compared to Adjusted EBITDA of $445 million, or 19.6% of revenue, in the prior-year second quarter. The U.S. GAAP tax rate for the second quarter was (6.8)%, and the adjusted income tax rate for the second quarter used in calculating adjusted diluted earnings per share was 18.0%.

Cash Flow and Capital Allocation

Cash flows from operating activities were $326 million for the six months ended June 30, 2025, compared to cash flows from operating activities of $431 million for the same prior-year period. Free cash flow for the six months ended June 30, 2025 and 2024 was $217 million and $305 million, respectively, a decrease of $88 million. The decline was primarily due to increased compensation and cash tax payments as well as the absence of cash inflows from TRANZACT following its sale on December 31, 2024, partly offset by lower Transformation program spending and operational improvements. During the quarter ended June 30, 2025, the Company repurchased 1,614,427 of its outstanding shares for $500 million.

Second Quarter 2025 Segment Highlights

Health, Wealth & Career ("HWC")

As reported, USD millions, except %

Health, Wealth & Career

Q2-25

Q2-24

Y/Y Change

Total Revenue

$1,180

$1,260

Reported (6)% | CC (8)% | Organic 4%

Operating Income

$280

$276

Operating Margin %

23.8%

21.9%

190 bps

The HWC segment had revenue of $1.18 billion in the second quarter of 2025, a decrease of 6% (8% decrease constant currency and organic growth of 4%) from $1.26 billion in the prior year due to the sale of TRANZACT. Health delivered organic revenue growth driven by double-digit increases outside North America and solid performance in North America. Wealth generated organic revenue growth from higher levels of Retirement work globally alongside growth in our Investments business from new business wins and product launches. Career had modest revenue growth as healthy demand for advisory project work outside North America was offset by North America client postponement decisions made earlier in the year.

Benefits Delivery & Outsourcing revenue was materially flat, as increased project and core administration work within Europe was tempered by lower commission revenue in the Individual Marketplace business compared to the prior year.

Operating margins in the HWC segment increased 190 basis points from the prior-year second quarter to 23.8%, primarily due to the sale of TRANZACT. Excluding TRANZACT operating margins increased 20 basis points. Please refer to the Supplemental Slides for TRANZACT's standalone historical financial results.

Risk & Broking ("R&B")

As reported, USD millions, except %

Risk & Broking

Q2-25

Q2-24

Y/Y Change

Total Revenue

$1,047

$979

Reported 7% | CC 6% | Organic 6%

Operating Income

$222

$202

10%

Operating Margin %

21.2%

20.6%

60 bps

The R&B segment had revenue of $1.05 billion in the second quarter of 2025, an increase of 7% (6% increase constant currency and organic) from $979 million in the prior year. Corporate Risk & Broking (CRB) had organic revenue growth driven by higher levels of new business activity and strong client retention globally. Insurance Consulting and Technology (ICT) revenue was flat for the quarter as clients managed spend more cautiously amid ongoing economic uncertainty.

Operating margins in the R&B segment increased 60 basis points from the prior-year second quarter to 21.2%, due primarily to operating leverage driven by strong organic revenue growth and savings from the Transformation program which were partially offset by headwinds from decreased interest income and foreign currency fluctuations.

Select 2025 Financial Considerations

Changes to Non-GAAP financial measures:

All reported non-GAAP metrics will exclude non-cash net periodic pension and postretirement benefits

Free cash flow and free cash flow margin will capture cash outflows for capitalized software costs

Refer to Supplemental Slides for recast of historical Non-GAAP measures

Business mix:

TRANZACT business, which contributed $1.14 to adjusted diluted earnings per share in 2024, is no longer part of the business portfolio following the completion of the TRANZACT sale in the fourth quarter of 2024

Reinsurance joint venture with Bain Capital expected to be a headwind on adjusted diluted earnings per share of approximately $0.20, which will be partially mitigated by gains from other equity investments, resulting in a net headwind of approximately $0.10 at the interest in earnings of associates level

Free cash flow:

Expect cash outflows in 2025 from the payment of accrued costs related to the Transformation program which concluded in 2024

Capital allocation:

G1Expect share repurchases of ~$1.5 billion, subject to market conditions and potential capital allocation to organic and inorganic investment opportunities

Foreign exchange:

Expect a foreign currency tailwind on adjusted diluted earnings per share of approximately $0.05 in 2025 at today's rates

Adjusted operating margin outlook:

G2~100 basis points of average annual margin expansion over next 3 years in R&B

Incremental annual margin expansion at HWC and enterprise levels

The 2025 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 second quarter 2025. It will be held on Thursday, July 31, 2025, 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 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:

Restructuring costs and transaction and transformation – Management believes it is appropriate to adjust for restructuring costs and transaction and transformation when they relate to a specific significant program with a defined set of activities and costs that are not expected to continue beyond a defined period of time, or significant acquisition-related transaction expenses. We believe the adjustment is necessary to present how the Company is performing, both now and in the future when the incurrence of these costs will have concluded.

Provisions for specified litigation matters – We will include provisions for litigation matters which we believe are not representative of our core business operations. Among other things, we determine this by reference to the amount of the loss (net of insurance and other recovery receivables) and by reference to whether the matter relates to an unusual and complex scenario that is not expected to be repeated as part of our ongoing, ordinary business. These amounts are presented net of insurance and other recovery receivables. See the footnotes to the reconciliation tables below for more specificity on the litigation matter excluded from adjusted results.

Gains and losses on disposals of operations – Adjustment to remove the gains or losses resulting from disposed operations that have not been classified as discontinued operations.

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-period disclosures in order to conform to the current-period presentation.

Tax effect of significant adjustments – Relates to the incremental tax expense or benefit resulting from significant or unusual events including significant statutory tax rate changes enacted in material jurisdictions in which we operate, internal reorganizations of ownership of certain businesses that reduced the investment held by our U.S.-controlled subsidiaries and the recovery of certain refunds or payment of taxes related to businesses in which we no longer participate.

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 transformation 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 transformation, gains and losses on disposals of operations, net periodic pension and postretirement benefits, 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 transformation, gains and losses on disposals of operations, net periodic pension and postretirement benefits, 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 internal reorganizations. 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 transformation, gains and losses on disposals of operations, net periodic pension and postretirement benefits, 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 transformation, gains and losses on disposals of operations, net periodic pension and postretirement benefits, 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 internal reorganizations, which are not core to our current and future operations.

Free Cash Flow – Cash flows from operating activities less cash used to purchase fixed assets and software. Free Cash Flow is a liquidity measure and is not meant to represent residual cash flow available for discretionary expenditures. Management believes that free cash flow presents the core operating performance and cash-generating capabilities of our business operations. As a result of our change in presentation, free cash flow for the prior period has been adjusted to conform to the current period, which includes the deduction of our capitalized software costs.

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

This document contains ‘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. 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; 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 those related to acquisitions and dispositions; demand for our services and competitive strengths; strategic goals; the benefits of new initiatives; 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 initiatives generated from our completed multi-year operational transformation program or other expense savings initiatives; our recognition of future impairment charges; and plans and references to future performance, 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 revenue, 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, such as with respect to our cash flow generation, and the timing with respect to such achievement; 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; the risks to our short-term and long-term financial goals from any of the risks or uncertainties set forth herein; 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 and Israel-Hamas wars, 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; 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; 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; our ability to comply with complex and evolving regulations related to data privacy, cybersecurity and artificial intelligence; the risks relating to the transitional arrangements in effect subsequent to our completed sale of TRANZACT; 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; the insufficiency of client data protection, potential breaches of information systems or insufficient safeguards against cybersecurity breaches or incidents; the risk of increased liability or new legal claims arising from our new and existing products and 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; various claims, government inquiries or investigations or the potential for regulatory action; 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; our ability to integrate direct-to-consumer sales and marketing solutions with our existing offerings and solutions; our ability to successfully manage ongoing organizational changes, including as a result of our recently-completed multi-year operational transformation program, investments in improving systems and processes, and in connection with our acquisition and divestiture activities; disasters or business continuity problems; our ability to successfully enhance our billing, collection and other working capital efforts, and thereby increase our free cash flow; 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; the loss of key employees or a large number of employees and rehiring rates; 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; compliance with extensive government regulation; the risk of sanctions imposed by governments, or changes to associated sanction regulations (such as sanctions imposed on Russia) and related counter-sanctions; our ability to effectively apply 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; 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; 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 U.S. or foreign laws, and the enactment of additional, or the revision of existing, state, federal, and/or foreign laws and regulations, recent judicial decisions and development of case law, other regulations and any policy changes and legislative actions, including those that may impose additional excise taxes or impact our effective tax rate; 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 investment levels increase; 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

INVESTORS

Claudia De La Hoz | Claudia.Delahoz@wtwco.com

WTW

Supplemental Segment Information

(In millions of U.S. dollars)

(Unaudited)

REVENUE

Components of Revenue Change(i)

Less:

Three Months Ended

June 30,

As Reported

Currency

Constant Currency

Acquisitions/

Organic

2025

2024

% Change

Impact

Change

Divestitures

Change

Health, Wealth & Career

Revenue excluding interest income

1,173

1,251

(6)%

(7)%

(12)%

Interest income

Total

1,180

1,260

(6)%

(8)%

(12)%

Risk & Broking

Revenue excluding interest income

1,024

950

Interest income

Total

1,047

979

Segment Revenue

2,227

2,239

(1)%

(2)%

(7)%

Corporate, reimbursable expenses and other

Interest income

Revenue

2,261

2,265

(1)%

(6)%

5%(ii)

Components of Revenue Change(i)

Less:

Six Months Ended June 30,

As Reported

Currency

Constant Currency

Acquisitions/

Organic

2025

2024

% Change

Impact

Change

Divestitures

Change

Health, Wealth & Career

Revenue excluding interest income

2,331

2,578

(10)%

(13)%

Interest income

Total

2,345

2,596

(10)%

(13)%

Risk & Broking

Revenue excluding interest income

2,029

1,900

Interest income

Total

2,074

1,957

Segment Revenue

4,419

4,553

(3)%

(7)%

Corporate, reimbursable expenses and other

Interest income

Revenue

4,484

4,606

(3)%

(7)%

5%(ii)

(i)

Components of revenue change may not add due to rounding.

(ii)

Interest income did not contribute to organic change for the three and six months ended June 30, 2025.

BOOK-OF-BUSINESS SETTLEMENTS AND INTEREST INCOME

Three Months Ended June 30,

HWC

R&B

Corporate

Total

2025

2024

2025

2024

2025

2024

2025

2024

Book-of-business settlements

—

Interest income

Total

Six Months Ended June 30,

HWC

R&B

Corporate

Total

2025

2024

2025

2024

2025

2024

2025

2024

Book-of-business settlements

—

Interest income

Total

SEGMENT OPERATING INCOME (i)

Three Months Ended

June 30,

2025

2024

Health, Wealth & Career

280

276

Risk & Broking

222

202

Segment Operating Income

502

478

Six Months Ended

June 30,

2025

2024

Health, Wealth & Career

591

612

Risk & Broking

448

405

Segment Operating Income

1,039

1,017

(i)

Segment operating income excludes certain costs, including amortization of intangibles, restructuring costs, transaction and transformation expenses, certain litigation provisions, 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 June 30,

2025

2024

Health, Wealth & Career

23.8%

21.9%

Risk & Broking

21.2%

20.6%

Six Months Ended June 30,

2025

2024

Health, Wealth & Career

25.2%

23.6%

Risk & Broking

21.6%

20.7%

RECONCILIATIONS OF SEGMENT OPERATING INCOME TO INCOME FROM OPERATIONS BEFORE INCOME TAXES

Three Months Ended June 30,

2025

2024

Segment Operating Income

502

478

Amortization

(49

)

(60

)

Restructuring costs

—

)

Transaction and transformation(i)

)

(97

)

Unallocated, net(ii)

(83

)

(106

)

Income from Operations

368

212

Interest expense

(64

)

(68

)

Other income, net

Income from operations before income taxes and interest in earnings of associates

313

167

Six Months Ended June 30,

2025

2024

Segment Operating Income

1,039

1,017

Amortization

(97

)

(120

)

Restructuring costs

—

(21

)

Transaction and transformation(i)

)

(222

)

Unallocated, net(ii)

(140

)

(162

)

Income from Operations

800

492

Interest expense

(129

)

(132

)

Other (loss)/income, net

(55

)

Income from operations before income taxes and interest in earnings of associates

616

409

(i)

In addition to legal fees and other transaction costs, includes primarily consulting fees and compensation costs related to the Transformation program.

(ii)

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

Three Months Ended June 30,

2025

2024

Net income attributable to WTW

331

141

Adjusted for certain items:

Amortization

Restructuring costs

—

Transaction and transformation

Provision for specified litigation matter (i)

—

Net periodic pension and postretirement benefits

(13

)

(21

)

Tax effect on certain items listed above(ii)

(10

)

(39

)

Tax effect of significant adjustments

(74

)

Adjusted Net Income

285

247

Weighted-average ordinary shares, diluted

100

103

Diluted Earnings Per Share

3.32

1.36

Adjusted for certain items:(iii)

Amortization

0.49

0.58

Restructuring costs

—

0.03

Transaction and transformation

0.02

0.94

Provision for specified litigation matter (i)

—

0.13

Net periodic pension and postretirement benefits

(0.13

)

(0.20

)

Tax effect on certain items listed above(ii)

(0.10

)

(0.38

)

Tax effect of significant adjustments

(0.74

)

(0.07

)

Adjusted Diluted Earnings Per Share(iii)

2.86

2.39

Six Months Ended June 30,

2025

2024

Net income attributable to WTW

566

331

Adjusted for certain items:

Amortization

120

Restructuring costs

—

Transaction and transformation

222

Provision for specified litigation matter(i)

—

Net periodic pension and postretirement benefits

(43

)

Gain on disposal of operations

(14

)

—

Tax effect on certain items listed above(ii)

(38

)

(85

)

Tax effect of significant adjustments

(74

)

Adjusted Net Income

601

572

Weighted-average ordinary shares, diluted

100

104

Diluted Earnings Per Share

5.64

3.20

Adjusted for certain items:(iii)

Amortization

0.97

1.16

Restructuring costs

—

0.20

Transaction and transformation

0.02

2.14

Provision for specified litigation matter(i)

—

0.13

Net periodic pension and postretirement benefits

0.62

(0.42

)

Gain on disposal of operations

(0.14

)

—

Tax effect on certain items listed above(ii)

(0.38

)

(0.82

)

Tax effect of significant adjustments

(0.74

)

(0.07

)

Adjusted Diluted Earnings Per Share(iii)

5.99

5.53

(i)

Represents a provision related to potential litigation arising out of a structured insurance program originally placed for a client over 15 years ago. The program is of a type and complexity that was highly bespoke to the client and for that reason is unlikely to be exactly replicated elsewhere. Because of this, while we do not believe the potential litigation is material, we believe excluding this matter from adjusted results makes results more comparable from period to period and more representative of our core business operations.

(ii)

The tax effect was calculated using an effective tax rate for each item.

(iii)

Per share values and totals may differ due to rounding.

RECONCILIATIONS OF NET INCOME TO ADJUSTED EBITDA

Three Months Ended June 30,

2025

2024

Net Income

332

14.7%

142

6.3%

(Benefit from)/provision for income taxes

(21

)

Interest expense

Depreciation

Amortization

Restructuring costs

—

Transaction and transformation

Provision for specified litigation matter(i)

—

Net periodic pension and postretirement benefits

(13

)

(21

)

Adjusted EBITDA and Adjusted EBITDA Margin

470

20.8%

445

19.6%

Six Months Ended June 30,

2025

2024

Net Income

571

12.7%

336

7.3%

Provision for income taxes

Interest expense

129

132

Depreciation

111

116

Amortization

120

Restructuring costs

—

Transaction and transformation

222

Provision for specified litigation matter(i)

—

Net periodic pension and postretirement benefits

(43

)

Gain on disposal of operations

(14

)

—

Adjusted EBITDA and Adjusted EBITDA Margin

1,002

22.3%

991

21.5%

(i)

RECONCILIATIONS OF INCOME FROM OPERATIONS TO ADJUSTED OPERATING INCOME

Three Months Ended June 30,

2025

2024

Income from operations and Operating margin

368

16.3%

212

9.4%

Adjusted for certain items:

Amortization

Restructuring costs

—

Transaction and transformation

Provision for specified litigation matter(i)

—

Adjusted operating income and Adjusted operating income margin

419

18.5%

385

17.0%

Six Months Ended June 30,

2025

2024

Income from operations and Operating margin

800

17.8%

492

10.7%

Adjusted for certain items:

Amortization

120

Restructuring costs

—

Transaction and transformation

222

Provision for specified litigation matter(i)

—

Adjusted operating income and Adjusted operating income margin

899

20.0%

868

18.8%

(i)

RECONCILIATIONS OF GAAP INCOME TAXES/TAX RATE TO ADJUSTED INCOME TAXES/TAX RATE

Three Months Ended June 30,

2025

2024

Income from operations before income taxes and interest in earnings of associates

313

167

Adjusted for certain items:

Amortization

Restructuring costs

—

Transaction and transformation

Provision for specified litigation matter(i)

—

Net periodic pension and postretirement benefits

(13

)

(21

)

Adjusted income before taxes

351

319

(Benefit from)/provision for income taxes

(21

)

Tax effect on certain items listed above(ii)

Tax effect of significant adjustments

Adjusted income taxes

U.S. GAAP tax rate

(6.8

15.6

Adjusted income tax rate

18.0

22.4

Six Months Ended June 30,

2025

2024

Income from operations before income taxes and interest in earnings of associates

616

409

Adjusted for certain items:

Amortization

120

Restructuring costs

—

Transaction and transformation

222

Provision for specified litigation matter(i)

—

Net periodic pension and postretirement benefits

(43

)

Gain on disposal of operations

(14

)

—

Adjusted income before taxes

763

742

Provision for income taxes

Tax effect on certain items listed above(ii)

Tax effect of significant adjustments

Adjusted income taxes

156

166

U.S. GAAP tax rate

7.1

18.1

Adjusted income tax rate

20.5

22.3

(i)

(ii)

The tax effect was calculated using an effective tax rate for each item.

RECONCILIATION OF CASH FLOWS FROM OPERATING ACTIVITIES TO FREE CASH FLOW

Six Months Ended June 30,

2025

2024

Cash flows from operating activities

326

431

Less: Additions to fixed assets and software

(109

)

(126

)

Free Cash Flow

217

305

WILLIS TOWERS WATSON PUBLIC LIMITED COMPANY

Condensed Consolidated Statements of Income

(In millions of U.S. dollars, except per share data)

(Unaudited)

Three Months Ended

June 30,

Six Months Ended

June 30,

2025

2024

2025

2024

Revenue

2,261

2,265

4,484

4,606

Costs of providing services

Salaries and benefits

1,449

1,397

2,773

2,739

Other operating expenses

336

439

701

896

Depreciation

111

116

Amortization

120

Restructuring costs

—

Transaction and transformation

222

Total costs of providing services

1,893

2,053

3,684

4,114

Income from operations

368

212

800

492

Interest expense

(64

)

(68

)

(129

)

(132

)

Other income/(loss), net

(55

)

INCOME FROM OPERATIONS BEFORE INCOME TAXES AND INTEREST IN EARNINGS OF ASSOCIATES

313

167

616

409

Benefit from/(provision for) income taxes

(26

)

(44

)

(74

)

INCOME FROM OPERATIONS BEFORE INTEREST IN EARNINGS OF ASSOCIATES

334

141

572

335

Interest in earnings of associates, net of tax

)

NET INCOME

332

142

571

336

Income attributable to non-controlling interests

)

NET INCOME ATTRIBUTABLE TO WTW

331

141

566

331

EARNINGS PER SHARE

Basic earnings per share

3.34

1.37

5.68

3.22

Diluted earnings per share

3.32

1.36

5.64

3.20

Weighted-average ordinary shares, basic

103

100

103

Weighted-average ordinary shares, diluted

100

103

100

104

WILLIS TOWERS WATSON PUBLIC LIMITED COMPANY

Condensed Consolidated Balance Sheets

(In millions of U.S. dollars, except share data)

(Unaudited)

June 30,

December 31,

2025

2024

ASSETS

Cash and cash equivalents

1,963

1,890

Fiduciary assets

10,720

9,504

Accounts receivable, net

2,364

2,494

Prepaid and other current assets

558

1,217

Total current assets

15,605

15,105

Fixed assets, net

696

661

Goodwill

8,938

8,799

Other intangible assets, net

1,232

1,295

Right-of-use assets

495

485

Pension benefits assets

578

530

Other non-current assets

934

806

Total non-current assets

12,873

12,576

TOTAL ASSETS

28,478

27,681

LIABILITIES AND EQUITY

Fiduciary liabilities

10,720

9,504

Deferred revenue and accrued expenses

1,726

2,211

Current debt

549

—

Current lease liabilities

124

118

Other current liabilities

752

765

Total current liabilities

13,871

12,598

Long-term debt

4,762

5,309

Liability for pension benefits

550

615

Provision for liabilities

369

341

Long-term lease liabilities

500

502

Other non-current liabilities

246

299

Total non-current liabilities

6,427

7,066

TOTAL LIABILITIES

20,298

19,664

COMMITMENTS AND CONTINGENCIES

EQUITY(i)

Additional paid-in capital

11,012

10,989

(Accumulated deficit)/retained earnings

(206

)

109

Accumulated other comprehensive loss, net of tax

(2,706

)

(3,158

)

Total WTW shareholders' equity

8,100

7,940

Non-controlling interests

Total Equity

8,180

8,017

TOTAL LIABILITIES AND EQUITY

28,478

27,681

(i)

Equity includes (a) Ordinary shares $0.000304635 nominal value; Authorized 1,510,003,775; Issued 97,853,208 (2025) and 99,805,780 (2024); Outstanding 97,853,208 (2025) and 99,805,780 (2024) and (b) Preference shares, $0.000115 nominal value; Authorized 1,000,000,000 and Issued none in 2025 and 2024.

WILLIS TOWERS WATSON PUBLIC LIMITED COMPANY

Condensed Consolidated Statements of Cash Flows

(In millions of U.S. dollars)

(Unaudited)

Six Months Ended June 30,

2025

2024

CASH FLOWS FROM OPERATING ACTIVITIES

NET INCOME

571

336

Adjustments to reconcile net income to total net cash from operating activities:

Depreciation

111

116

Amortization

120

Non-cash restructuring charges

—

Non-cash lease expense

Net periodic cost/(benefit) of defined benefit pension plans

(11

)

Provision for doubtful receivables from clients

Benefit from deferred income taxes

(70

)

(25

)

Share-based compensation

Net gain on disposal of operations

(14

)

—

Non-cash foreign exchange loss/(gain)

(12

)

Other, net

Changes in operating assets and liabilities, net of effects from purchase of subsidiaries:

Accounts receivable

225

118

Other assets

(99

)

(161

)

Other liabilities

(778

)

(242

)

Provisions

Net cash from operating activities

326

431

CASH FLOWS FROM/(USED IN) INVESTING ACTIVITIES

Additions to fixed assets and software

(109

)

(126

)

Acquisitions of operations, net of cash acquired

(14

)

(18

)

Contributions to investments in associates

)

—

Net proceeds from sale of operations

836

—

Net purchases of held-to-maturity securities

(50

)

—

Net purchases of available-for-sale securities

(43

)

(14

)

Net cash from/(used in) investing activities

612

(158

)

CASH FLOWS (USED IN)/FROM FINANCING ACTIVITIES

Senior notes issued

—

746

Debt issuance costs

—

)

Repayments of debt

)

(652

)

Repurchase of shares

(700

)

(301

)

Net proceeds from fiduciary funds held for clients

141

783

Payments of deferred and contingent consideration related to acquisitions

(15

)

—

Cash paid for employee taxes on withholding shares

(43

)

(24

)

Dividends paid

(179

)

(176

)

Acquisitions of and dividends paid to non-controlling interests

)

Net cash (used in)/from financing activities

(800

)

364

INCREASE IN CASH, CASH EQUIVALENTS AND RESTRICTED CASH

138

637

Effect of exchange rate changes on cash, cash equivalents and restricted cash

207

(53

)

CASH, CASH EQUIVALENTS AND RESTRICTED CASH, BEGINNING OF PERIOD (i)

4,998

3,792

CASH, CASH EQUIVALENTS AND RESTRICTED CASH, END OF PERIOD (i)

5,343

4,376

(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

Six Months Ended June 30,

2025

2024

Supplemental disclosures of cash flow information:

Cash and cash equivalents

1,963

1,247

Fiduciary funds (included in fiduciary assets)

3,380

3,129

Total cash, cash equivalents and restricted cash

5,343

4,376

Decrease in cash, cash equivalents and other restricted cash

)

(154

)

Increase in fiduciary funds

141

791

Total (i)

138

637

(i)

Does not include the effect of exchange rate changes on cash, cash equivalents and restricted cash.

Mentions · how they’re counted

Category	Underlined	Word counter	Model’s count
AI AI, artificial intelligence, generative AI, machine learning, large language model, LLM	2	—	—
Layoffs layoffs, RIF, headcount reduction, workforce optimization, restructuring	22	—	—
Recession recession, downturn, contraction, slowdown	1	—	—
Tariffs tariff, trade war, trade barriers, trade restrictions, trade policy	2	—	—
Buybacks share repurchase, buyback program	2	—	—

Underlines use the same word lists the scores use. AI, recession and tariffs follow Palanor’s word counter, so those counts match it exactly on the same text. Layoffs and buybacks use the terms the model was given. The model’s count is an estimate by meaning, not by string, so it can differ from the underlines.

Source: SEC EDGAR · public domain · Highlights by Palanor