Willis Towers Watson reports $2.46B revenue for Q3 2026

Cover page 3 changes

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For the quarterly period ended June September 30, 2026

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As of July 27, October 26, 2026, there were outstanding 92,871,937 92,216,232 ordinary shares, nominal value $0.000304635 per share, of the registrant.

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For the Three and Six Nine Months Ended June September 30, 2026

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Exhibits 2 changes

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The Company s reinsurance joint venture with Bain Capital in which the Company has a minority interest.

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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.

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Financial st atements (unaudited) 41 changes

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Transaction and integration expenses

Transaction and program expenses

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Provision for)/benefit from for income taxes

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Comprehensive income attributable to non-controlling interests ( 2 5 ( 1 2 ( 8 13 ( 5 7

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(i) Equity E quity includes (a) Ordinary shares $ 0.000304635 nominal value; Authorized 1,510,003,775 ; Issued 93,003,869 92,337,120 (2026) and 95,079,835 (2025); Outstanding 93,003,869 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.

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Six Months Ended June 30,

Nine Months Ended September 30,

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Non-cash restructuring costs

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Sale of fixed assets

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Contributions to investments in associates, net

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Cash and fiduciary funds transferred in sale of operations

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Payments of deferred and contingent consideration related to acquisitions ( 2 3 ( 15 19

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Acquisitions of and dividends paid to non-controlling interests ( 2 11 ( 2 9

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Effect of exchange rate changes on cash, cash equivalents and restricted cash ( 34 38

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(i) The amounts of cash, cash equivalents and restricted cash, their respective classification on the condensed consolidated balance sheets as well as their respective portions of the increase or decrease in cash, cash equivalents and restricted cash for each of the periods presented have been included in Note 19 20 Supplemental Disclosures of Cash Flow Information.

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Six Months Ended June 30, 2026

Nine Months Ended September 30, 2026

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(accumulated deficit)

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Dividends attributable to non-controlling interests

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Dividends declared ($ 0.96 per share)

Dividends attributable to non-controlling interests

Other comprehensive income/(loss)

Issuance of shares under employee stock

Share-based compensation and net settlements

Acquisition of Newfront (ii)

Reduction of non-controlling interests (iii)

Foreign currency translation

Balance as of September 30, 2026

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(ii) As part of the acquisition of Newfront, in the first quarter, 199,028 ordinary shares were issued to certain award holders. Additionally, $ 93 million was allocated to pre-combination service for all replaced share-based compensation awards. In the second quarter, 26,353 ordinary shares were issued and the estimate of pre-combination service for all replaced share-based compensation awards was revised downwards. In the third quarter, the estimate of pre-combination expense was further adjusted. See Note 3 Acquisitions and Divestitures.

(iii) Attributable to the divestiture of businesses that are less than wholly-owned or the acquisition of shares previously owned by minority interest holders.

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Six Months Ended June 30, 2025

Nine Months Ended September 30, 2025

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Dividends declared ($ 0.92 per share)

Dividends attributable to non-controlling interests

Other comprehensive loss

Issuance of shares under employee stock

Share-based compensation and net settlements

Reduction of non-controlling interests (ii)

Foreign currency translation

Balance as of September 30, 2025

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(ii) Attributable to the divestiture of businesses that are less than wholly-owned or the acquisition of shares previously owned by minority interest holders. In an acquisition, additional paid-in capital is adjusted as well to the extent that the consideration transferred differs from the carrying value of non-controlling interests prior to the acquisition.

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Note 2: Basis of Presentation and Recent Accounting Pronouncements 3 changes

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The results of operations for the three and six nine months ended June September 30, 2026 are not necessarily indicative of the results that can be expected for the entire year. The Company experiences seasonal fluctuations of its revenue. Revenue is typically higher during the Company s first and fourth quarters due primarily to the timing of broking-related activities. The results reflect certain estimates and assumptions made by management, including those estimates used in calculating acquisition consideration and fair value of tangible and intangible assets and acquisition-related liabilities, professional liability claims, estimated bonuses, valuation of billed and unbilled receivables, and anticipated tax liabilities that affect the amounts reported in the condensed consolidated financial statements and related notes.

Transaction and Program Expenses

Within the condensed consolidated statements of comprehensive income, Transaction and Program Expenses relate to non-recurring or one-time transaction costs incurred in relation to acquisitions and divestitures and costs associated with the integration of significant acquired companies and the Propel AI Acceleration Plan (see Note 6 AI Acceleration Plan).

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Note 4: Revenue 19 changes

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The Company reports revenue by segment in Note 5 Segment Information. The following tables present revenue by service offering and segment, as well as reconciliations to total revenue for the three and six nine months ended June September 30, 2026 and 2025. Along with reimbursable expenses and other, total revenue by service offering represents our revenue from customer contracts.

Three Months Ended June September 30,

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Six Months Ended June 30,

Nine Months Ended September 30,

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Interest and other income is included in segment revenue and total revenue, however it has been presented separately in the above table tables because it does not arise directly from contracts with customers. The significant components of interest and other income are as follows for the periods presented above:

Three Months Ended June September 30,

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Six Months Ended June 30,

Nine Months Ended September 30,

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The following tables present revenue from service offerings by the geography where our work was performed for the three and six nine months ended June September 30, 2026 and 2025. Reconciliations to total revenue on our condensed consolidated statements of comprehensive income and to segment revenue are shown in the tables above.

Three Months Ended June September 30,

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Six Months Ended June 30,

Nine Months Ended September 30,

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The Company reports accounts receivable, net on the condensed consolidated balance sheets, which includes billed and unbilled receivables and current contract assets. In addition to accounts receivable, net, the Company had the following non-current accounts receivable and deferred revenue balances at June September 30, 2026 and December 31, 2025:

Billed receivables, net of allowance for doubtful accounts of $ 37 40 million and $ 30 million

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During the three and six nine months ended June September 30, 2026, revenue of $ 91 61 million and $ 395 456 million , respectively, was recognized that was reflected as deferred revenue at December 31, 2025. During the three months ended June September 30, 2026, revenue of $ 274 336 million was recognized that was reflected as deferred revenue at March 31, June 30, 2026.

During the three and six nine months ended June September 30, 2026, the Company had no revenue related to performance obligations satisfied in a prior period.

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The Company has contracts for which performance obligations have not been satisfied as of June September 30, 2026 or have been partially satisfied as of this date. The following table shows the expected timing for the satisfaction of the remaining performance obligations. This table does not include contract renewals or variable consideration, which was excluded from the transaction prices in accordance with the guidance on constraining estimates of variable consideration.

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Revenue expected to be recognized on contracts as of June September 30, 2026

Since most of the Company s contracts are cancellable with less than one year s notice and have no substantive penalty for cancellation, the majority of the Company s remaining performance obligations as of June September 30, 2026 have been excluded from the table above.

Note 5: Segment Information 14 changes

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Segment operating income excludes certain costs, including (i) amortization of intangibles; (ii) certain transaction and integration program expenses; and (iii) 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 that we report for U.S. GAAP purposes. Although not reviewed individually by the CODM, amounts included in segment expenses may be determined on both a direct and allocated basis and are related to salaries and benefits, depreciation, corporate overhead charges and other operating expenses, including for occupancy, colleague travel costs, legal, marketing, technology, professional fees and professional liability costs.

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The following table presents segment revenue, segment expenses and segment operating income for our reportable segments for the three months ended June September 30, 2026 and 2025.

Three Months Ended June September 30,

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Six Months Ended June 30,

The following table presents segment revenue, segment expenses and segment operating income for our reportable segments for the six nine months ended June September 30, 2026 and 2025.

Nine Months Ended September 30,

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The following table presents reconciliations of the information reported by segment to the Company s condensed consolidated statements of comprehensive income amounts reported for the three and six nine months ended June September 30, 2026 and 2025.

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Transaction and integration expenses (i)

Restructuring costs (i)

Transaction and program expenses (ii)

Unallocated, net (ii) (iii)

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(i) See Note 6 AI Acceleration Plan for the composition of costs for 2026.

(i) (ii) Primarily includes share-based compensation and other transaction-related costs attributable to our Newfront acquisition and Cushon acquisitions (see Note 3 Acquisitions and Divestitures) and costs associated with the integration of significant acquired companies and the Propel AI Acceleration Plan (see Note 6 AI Acceleration Plan).

(ii) (iii) 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.

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Note 7: Income Taxes 2 changes

Provision for income taxes for the three months ended June September 30, 2026 was $ 57 79 million compared to a benefit from income taxes of $ 21 77 million for the three months ended June September 30, 2025. Provision for income taxes was $ 127 206 million and $ 44 121 million for the six nine months ended June September 30, 2026 and 2025, respectively. The effective tax rat es ta x rates were 19.8 19.5 % and 19.1 19.3 % for the three and six nine months ended June September 30, 2026 , respectively, and ( 6.8 19.7 % and 7.1 12.0 % for the three and six nine months ended June September 30, 2025, respectively. These effective tax rates are calculated using extended values from our condensed consolidated statements of comprehensive income and are therefore more precise tax rates than can be calculated from rounded values. The prior-year effective tax rates were rate for the nine months ended September 30, 2025 was lower primarily due to favorable discrete tax items, including an adjustment primarily related to the tax provision associated with the earnout received from the sale of our Willis Re business, and changes in measurement for existing uncertain tax positions. provision-to-tax return adjustments.

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The Company records valuation allowances against net deferred tax assets based on whether it is more likely than not that the deferred tax assets will be realized. At June September 30, 2026, we have liabilities for uncertain tax positions under ASC 740, Income Taxes of $ 38 million, excluding interest and penalties.

Note 8: Goodwill and Other Intangible Assets 7 changes

The components of goodwill are outlined below for the six nine months ended June September 30, 2026:

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Balance at June September 30, 2026:

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Goodwill, net - June September 30, 2026

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The following table reflects changes in the net carrying amounts of the components of finite-lived intangible assets for the six nine months ended June September 30, 2026:

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Balance at June September 30, 2026:

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Intangible assets, net - June September 30, 2026

The weighted-average remaining life of amortizable intangible assets at June September 30, 2026 was 10.8 10.1 years.

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Note 9: Derivative Financial Instruments 18 changes

We are exposed to certain foreign currency risks. Where possible, we identify exposures in our business that can be offset internally. Where no natural offset is identified, we may choose to enter into various derivative transactions. These instruments have the effect of reducing our exposure to unfavorable changes in foreign currency rates. The Company s board of directors reviews and approves policies for managing this risk as summarized below. Additional information regarding our derivative financial instruments can be found in Note 10 11 Fair Value Measurements and Investments and Note 16 17 Accumulated Other Comprehensive Loss.

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Six Months Ended June 30,

These derivatives were designated as hedging instruments and at June September 30, 2026 and December 31, 2025 had total notional amounts of $ 175 158 million and $ 165 million, respectively, with net fair value assets of $ 1 million and $ 3 million, respectively .

At June September 30, 2026 , the Company estimates, based on current exchange rates, there will be $ 1 million of net derivative gains on forward exchange rates reclassified from accumulated other comprehensive loss into earnings within the next twelve months as the forecast transactions affect earnings. At June September 30, 2026, our longest outstanding maturity was w as 1.7 years. yea rs.

The effects of the material derivative instruments that are designated as hedging instruments on the condensed consolidated statements of comprehensive income for the three and six nine months ended June September 30, 2026 and 2025 are below. Amounts pertaining to the ineffective portion of hedging instruments and those excluded from effectiveness testing were not material for the three and six nine months ended June September 30, 2026 and 2025.

Gain (Loss)/gain recognized in OCI (effective element)

Three Months Ended June September 30,

Nine Months Ended September 30,

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Six Months Ended June 30,

Location of (loss)/gain gain reclassified from Accumulated OCL into income (effective element)

(Loss)/gain Gain reclassified from Accumulated OCL into income (effective element)

Three Months Ended June September 30,

Nine Months Ended September 30,

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The Company engages in intercompany borrowing and lending between subsidiaries, primarily through its in-house banking operations which give rise to foreign exchange exposures. The Company mitigates these risks through the use of short-term foreign currency forward and swap transactions that offset the underlying exposure created when the borrower and lender have different functional currencies. These derivatives are not generally designated as hedging instruments, and at June September 30, 2026 and December 31, 2025, we had notional amounts of $ 683 723 million and $ 739 million, respectively, with a net fair value liability of $ 1 3 million and a net fair value asset of $ 1 million, respectively. Such derivatives typically mature within three months.

The effects of derivatives that have not been designated as hedging instruments on the condensed consolidated statements of comprehensive income for the three and six nine months ended June September 30, 2026 and 2025 are as follows (see Note 15 16 Other Income/(Loss), Net for the net foreign currency impact on the Company s condensed consolidated statements of comprehensive income which includes the results of the offset of underlying exposures). Additionally, the Company had foreign exchange option derivatives to hedge against cash flow risk associated with its now-completed Cushon acquisition (see Note 3 Acquisitions and Divestitures). These derivatives were not designated as hedging instruments and matured during the second quarter of 2026. The effect of the foreign exchange options on the condensed consolidated statements of comprehensive income was not material for the three and six nine months ended June September 30, 2026.

Gain/(loss) (Loss)/gain recognized in income

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Location of gain/(loss)

Location of (loss)/gain

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Note 10: Debt 3 changes

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On January 7, 2026, the Company, together with Trinity Acquisition plc and Willis North America Inc. as borrowers (the Borrowers ), entered into a $ 775 million delayed draw term loan (the DDTL ). Drawings against the DDTL may be used (i) to finance a portion of the Newfront acquisition (see Note 3 Acquisitions and Divestitures); (ii) to refinance certain outstanding indebtedness of the Company and its subsidiaries, and (iii) for working capital, capital expenditures, permitted acquisitions and general corporate purposes.

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On March 16, 2026, the Company made the first borrowing under the DDTL for $ 550 million in relation to the repayment of the 4.400 % senior notes due 2026 (see below). On April 30, 2026, the Company borrowed the remaining $ 225 million available under the DDTL to fund its Cushon acquisition (see Note 3 Acquisitions and Divestitures). In accordance with the terms of the DDTL agreement, the maturity date for all borrowings is established as three years from the date of the first borrowing, or March 16, 2029 .

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At June September 30, 2026 and December 31, 2025, we were in compliance with all financial covenants.

Note 11: Fair Value Measurements and Investments 9 changes

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The following tables present our assets and liabilities measured at fair value on a recurring basis at June September 30, 2026 and December 31, 2025:

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(iv) See Note 8 9 Derivative Financial Instruments for further information on our derivative contracts.

(v) At June September 30, 2026 and December 31, 2025, represents consideration due to be paid across multiple years until 2031 and 2029, respectively. Probability weightings are based on our knowledge of the past and planned performance of the acquired entity to which the contingent consideration applies. The fair value weighted-average discount rates used in our material contingent consideration calculations were 13.17 11.31 % and 11.00 % at June September 30, 2026 and December 31, 2025, respectively. The range of these discount rates was 11.00 % - 13.40 % at June September 30, 2026. Using different probability weightings and discount rates could result in an increase or decrease of the contingent consideration payable.

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Realized and unrealized losses gains (i)

Balance at June September 30, 2026

(i) Realized and unrealized losses gains include accretion and adjustments to contingent consideration liabilities, which are included within Interest expense and Other operating expenses, respectively, on the condensed consolidated statements of comprehensive income.

There were no significant transfers to or from Level 3 in the six nine months ended June September 30, 2026.

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The following tables present our assets and liabilities not measured at fair value on a recurring basis, as well as information about our available-for-sale securities, at June September 30, 2026 and December 31, 2025:

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(i) Consists of available-for-sale securities at June September 30, 2026 and held-to-maturity securities at December 31, 2025. At June September 30, 2026, the available-for-sale securities are carried at fair value.

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Note 12: Retirement Benefits 10 changes

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The following tables set forth the components of net periodic benefit cost/(credit) for the Company s defined benefit pension plans for the three and six nine months ended June September 30, 2026 and 2025:

Three Months Ended June September 30,

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Settlement (gain)/expense

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Six Months Ended June 30,

Nine Months Ended September 30,

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Settlement (gain)/expense

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The Company did no t make any contributions to its U.S. plan during the six nine months ended June September 30, 2026 and currently does no t anticipate making contributions over the remainder of the fiscal year . The Company made contributions of $ 1 million to its U.K. plans for the six nine months ended June September 30, 2026 and anticipates making additional contributions totaling $ 1 million for the remainder of the fiscal year. The Company made contributions of $ 1 million to its other plans for the six nine months ended June September 30, 2026 and anticipates making additional contributions totaling less than $ 1 million for the remainder of the fiscal year.

In February 2025, September 2026, the Company s Willis Towers Watson Pension Canada Retirement Income Plan, for U.S. Employees, a qualified the Canadian registered pension plan ( (the WTW Canada Plan ), purchased a nonparticipating single premium group annuity contract from a third-party insurance company and irrevocably transferred to that insurance company approximately $ 423 150 million of the WTW Canada Plan s defined benefit pension obligations and related plan assets, thereby reducing the pension obligations and assets of the WTW Canada Plan by this same amount. The group annuity contract was purchased using assets of the WTW Canada Plan and no additional funding contribution was required by the Company. As a result of this transaction, WTW recognized a one-time, non-cash pre-tax pension settlement charge gain of $ 82 11 million in the first third quarter of 2025, 2026, attributable to the accelerated recognition of accumulated actuarial losses gains of the WTW Canada Plan.

In February 2025, the Company s Willis Towers Watson Pension Plan for U.S. Employees, a qualified pension plan ( the WTW U.S. Plan ), purchased a nonparticipating single premium group annuity contract from a third-party insurance company and irrevocably transferred to that insurance company approximately $ 423 million of the WTW U.S. Plan s defined benefit pension obligations and related plan assets, thereby reducing the pension obligations and assets of the WTW U.S. Plan by this same amount. The group annuity contract was purchased using assets of the WTW U.S. Plan and no additional funding contribution was required by the Company. As a result of this transaction, WTW recognized a one-time, non-cash pre-tax pension settlement charge of $ 82 million in the first quarter of 2025, attributable to the accelerated recognition of accumulated actuarial losses of the WTW U.S. Plan.

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The Company had defined contribution plan expense of $ 42 44 mill ion and $ 83 127 million during the three and six nine months ended June September 30, 2026, respectively, and $ 41 39 million and $ 81 120 million during the three and six nine months ended June September 30, 2025, respectively.

Note 14: Commitments and Contingencies 1 change

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WTW has various agreements with third parties pursuant to which it may be obligated to indemnify the other party to the agreement with respect to certain matters. Generally, these indemnification provisions are included in contracts arising in the normal course of business and in connection with the purchase and sale of certain businesses. It is not possible to predict the maximum potential amount of future payments that may become due under these indemnification agreements because of the conditional nature of the Company s obligations, the limited history of prior indemnification claims, and the unique facts of each particular agreement and each indemnification provision therein (even where such indemnification provisions are subject to a maximum liability limit). As of June September 30, 2026, we have not incurred a material loss with respect to the indemnification of such third parties. In addition, as of June September 30, 2026, we do not believe that any potential liability that may arise from such indemnity obligations is probable or will be material.

Legal proceedings 56 changes

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Errors and omissions claims, lawsuits and other proceedings arising in the ordinary course of business are covered in part by professional indemnity or other appropriate insurance. The terms of this insurance vary by policy year. Regarding self-insured risks, the Company has established provisions which are believed to be adequate in light of current information and legal advice, or, in certain cases, where a range of loss exists, the Company accrues the minimum amount in the range if no amount within the range is a better estimate than any other amount. The Company adjusts such provisions from time to time according to developments. See Note 14 15 Supplementary Information for Certain Balance Sheet Accounts for the amounts accrued at June September 30, 2026 and December 31, 2025 in the condensed consolidated balance sheets.

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Willis Re and the Acquisition of BMS Re U.S.

On August 18, 2026, Willis Re entered into a definitive purchase agreement through a newly created subsidiary ( Seahawk Purchaser ) to acquire the U.S. reinsurance business of independent broker BMS Group (the Seahawk Acquisition ) . In support of Seahawk Purchaser s obligations in the purchase agreement, the Company and Bain Capital (the Equity Investors ), as shareholders of Willis Re, entered into an equity commitment letter with BMS Group pursuant to which they are required to subscribe for equity or debt securities in, and/or make loans to, Seahawk Purchaser so that it can satisfy the Seahawk Acquisition purchase price and, as applicable, cover any damages in the event Seahawk Purchaser breaches obligations under the purchase agreement leading to a failure to complete the Seahawk Acquisition. To satisfy these obligations and to support general corporate purposes at Willis Re, the Equity Investors entered into a side letter agreement pursuant to which the Company is obligated to fund a maximum amount of approximately $ 102 million to Willis Re. Once all of the Company s obligations under that agreement are fully funded, any remaining currently-committed funding obligations that the Company has to Willis Re are extinguished. The Company may in the future commit to additional capital contributions or other obligations to provide funding to Willis Re.

All of the Company s purchase price obligations are required to be funded upfront at the closing of the Seahawk Acquisition. All commitments made by the Company under the purchase agreement, the equity commitment letter, and the side letter investor agreement are subject to completion of the Seahawk Acquisition, and will fall away if such acquisition does not occur. The Seahawk Acquisition is expected to close during the fourth quarter of 2026, subject to receipt of the remaining regulatory approvals and satisfaction or waiver of all other closing conditions applicable to the transaction.

Note 14 15 Supplementary Information for Certain Balance Sheet Accounts

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Deferred revenue and accrued expenses consist of the following:

Accounts payable, accrued liabilities and deferred revenue

Accrued discretionary and incentive compensation

Accrued 401(k) contributions

Other employee-related liabilities

Total deferred revenue and accrued expenses

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Note 15 16 Other Income/(Loss), Net

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Gain on disposal of operations (i)

Net periodic pension and postretirement benefit credits (i) credits/(costs) (ii)

Foreign exchange loss (ii) (iii)

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(i) For the three and nine months ended September 30, 2026, includes a preliminary $ 37 million non-cash revaluation gain related to an acquisition completed in stages. See Note 3 Acquisitions and Divestitures.

(i) (ii) For the six three and nine months ended June September 30, 2026, includes a pension settlement gain of $ 11 million, and for the nine months ended September 30, 2025, includes a pension settlement charge of $ 82 million. See Note 11 12 Retirement Benefits.

(ii) (iii) Includes the offsetting effects of the Company's foreign currency hedging program. See Note 8 9 Derivative Financial Instruments.

Note 16 17 Accumulated Other Comprehensive Loss

Changes in accumulated other comprehensive loss, net of non-controlling interests, and net of tax are provided in the following table for the three and six nine months ended June September 30, 2026 and 2025. This table excludes amounts attributable to non-controlling interests, which are not material for further disclosure.

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Balance at March 31, 2026 and 2025, respectively

Other comprehensive (loss)/income before

(Gain)/loss reclassified from accumulated other

comprehensive loss (net of income tax expense of

$ 9 and $ 6 , respectively)

Net current-period other comprehensive (loss)/income

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Other comprehensive (loss)/income before reclassifications

(Gain)/loss reclassified from accumulated other comprehensive loss (net of income tax expense of $ 8 and $ 6 , respectively)

Net current-period other comprehensive (loss)/income

Balance at September 30, 2026 and 2025, respectively

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(Gain)/loss reclassified from accumulated other

$ 17 and $ 12 , respectively)

Other comprehensive (loss)/income before reclassifications

(Gain)/loss reclassified from accumulated other comprehensive loss (net of income tax benefit of $ 25 and $ 18 , respectively)

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The impact of our available-for-sale debt securities on accumulated other comprehensive loss was not material for the three and six months ended June 30, 2026.

Balance at June September 30, 2026 and 2025, respectively

(i) Reclassification adjustments from accumulated other comprehensive loss related to derivative instruments are included in Revenue and Salaries and benefits in the accompanying condensed consolidated statements of comprehensive income. See Note 8 9 Derivative Financial Instruments for additional details regarding the reclassification adjustments for the derivative settlements.

Note 17 18 Share-based Compensation

The compensation cost that has been recognized for the Company s share-based compensation plans for the three and six nine months ended June September 30, 2026 was $ 67 70 million and $ 109 179 million, , respectively, and $ 31 36 million and $ 68 104 million for the three and six nine months ended June September 30, 2025, respectively. Of these amounts, the portion recognized within transaction and integration program expenses on the condensed consolidated statements of comprehensive income was $ 35 21 million and $ 44 65 million for the three and six nine months ended June September 30, 2026, respectively, and was no t material for the three and six nine months ended June September 30, 2025.

During the six nine months ended June September 30, 2026, a total of 672,000 692,000 shares were issued:

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447,000 467,000 shares issued under employee stock compensation plans representing:

o 11 ,000 15,000 shares issued under non-qualified plans;

o 110,000 shares issued under our Employee Share Purchase Plan; and o a net 326,000 342,000 shares consisting of 526,000 569,000 vested RSUs of which 200,000 227,000 were not issued due to net settlements and retirement eligibility provisions.

Additionally, during the six nine months ended June September 30, 2026, 1,112,000 1,129,000 RSUs were granted, including 187,000 RSUs as a result of the Newfront acquisition. See Note 3 Acquisitions and Divestitures for more information. informati on.

Note 18 19 Earnings Per Share

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At June September 30, 2026 and 2025, there were approximately 864,000 approximatel y 953,000 and 654,000 643,000 restricted performance-based stock units outstanding, respectively, and approximately 620,000 608,000 and 291,000 306,000 restricted time-based stock units outstanding, respectively. In addition, at June September 30, 2026, there were approximately 225,000 restricted stock awards outstanding. The Company had no time-based share options or performance-based share options outstanding at June September 30, 2026 and 2025 .

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Six Months Ended June 30,

Three Months Ended June September 30,

Nine Months Ended September 30,

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For the three and six nine months ended June September 30, 2026, approximately 667,000 and 337,000 233,000 restricted stock units , respectively, were not included in the computation of the dilutive effect of potentially issuable shares because their effect was anti-dilutive; for f or the three and six nine months ended June September 30, 2025, approximately 268,000 and 135,000 89,000 restricted stock units , respectively, were not included in the computation of the dilutive effect of potentially issuable shares because their effect was anti-dilutive. There were no anti-dilutive restricted stock units for the three months ended September 30, 2026 and 2025. There were no anti-dilutive options for the three and six nine months ended June September 30, 2026 and 2025 .

Note 19 20 Supplemental Disclosures of Cash Flow Information

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Six months ended June 30,

Nine months ended September 30,

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Decrease in cash, cash equivalents and other restricted cash ( 1,487 1,161 ( 3 66

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Note 20 Subsequent Event

On July 28, 2026, the Board of Directors of WTW approved and authorized management to execute Propel, an artificial intelligence ( AI ) acceleration plan (the Plan ). The Plan is a two-year program to embed AI and automation across the enterprise. Supported by the Company's ongoing investments in AI, data and technology, including the acquisition of Newfront, the Plan is expected to enhance client service and create additional opportunities for growth as well as streamline core operating processes. The Company expects to generate approximately $ 400 million in annual cost savings and, after reinvesting approximately $ 50 million to support growth initiatives, to deliver $ 350 million in net annual cost savings by the end of 2028. Approximately $ 625 million of cash costs are expected to be incurred as well as approximately $ 25 million in non-cash charges through the end of 2028 in connection with the Plan, consisting principally of process automation and organizational transition costs, including process and organizational design costs, severance and separation-related costs and temporary retention costs, as well as costs associated with implementing AI systems and related technologies, including technology implementation, integration and certain contractor and vendor contract termination costs. An immaterial portion of these costs is expected to be capitalized.

MD&A 147 changes

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The markets for our advisory, technology and solutions, and marketplace services are affected by economic, regulatory and legislative changes, technological developments, and increased competition from established and new competitors. We believe that the primary factors in selecting a company with expertise in human resources or risk management include reputation, the ability to provide measurable increases to shareholder value and return on investment, global scale, quality of service and the ability to tailor services to clients unique needs. In that regard, we are focused on developing and implementing technology, data and analytic solutions, including evolving technology and artificial intelligence ( AI ) solutions, for both internal operations and for maintaining industry standards and meeting client preferences (see the discussion of our artificial intelligence acceleration plan under AI Acceleration Plan below and in Note 20 Subsequent Event 6 AI Acceleration Plan within Part I, Item 1 Financial Statements, and in Part II, Item 1A Risk Factors, and Item 5 Other Information, in each case, included in this Quarterly Report on Form 10-Q). ). We have made such investments from time to time and may decide, based on perceived business needs, to make investments in the future that may be different from past practice or our current expectations.

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See Part I, Item 1A Risk Factors in our Annual Report on Form 10-K, filed with the SEC on February 25, 2026, and updated in this Quarterly Report on Form 10-Q for a discussion of risks that may affect, among other things, our growth relative to expectation and our ability to achieve our objectives.

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 (the Plan ). The Plan will extend through December 31, 2028, and embed AI and automation across the enterprise. Supported by the Company's ongoing investments in AI, data and technology, including the acquisition of Newfront, the Plan is expected to enhance client service and create additional opportunities for growth as well as streamline core operating processes. The Company expects to generate approximately $400 million in annual cost savings and, after reinvesting approximately $50 million to support growth initiatives, to deliver approximately $350 million in net annual cost savings by the end of 2028. Approximately $625 million of cash costs are expected to be incurred as well as approximately $25 million in non-cash charges through the end of 2028 in connection with the Plan, with the cash costs consisting principally of process automation and organizational transition costs, including process and organizational design costs, severance and separation-related costs and temporary retention costs, as well as costs associated with implementing AI systems and related technologies, including technology implementation, integration and certain contractor and vendor contract termination costs. An immaterial portion of these costs is expected to be capitalized.

Certain costs under the Plan are accounted for under ASC 420, Exit or Disposal Cost Obligation , and are included as restructuring costs in the condensed consolidated statements of comprehensive income. From commencement of the Plan to September 30, 2026, restructuring charges under the Plan totaled $14 million. Other costs incurred under the Plan are included in transaction and program expenses in the condensed consolidated statements of comprehensive income and were $7 million for the three months ended September 30, 2026.

For a discussion of some of the risks associated with the Plan, see Part II, Item 1A Risk Factors in this Quarterly Report on Form 10-Q.

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Six Months Ended June 30,

Three Months Ended June September 30,

Nine Months Ended September 30,

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Transaction and integration expenses

Transaction and program expenses

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Provision for)/benefit from for income taxes

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Revenue for the three months ended June September 30, 2026 was $2.5 billion, compared to $2.3 billion for the three months ended June September 30, 2025, an increase of $205 $172 million, or 9%, 8%, on an as-reported basis. Adjusting for the impacts of foreign currency and acquisitions and disposals, our organic revenue growth was 5% 4% for the three months ended June September 30, 2026. Revenue for the six nine months ended June September 30, 2026 was $4.9 $7.3 billion, compared to $4.5 $6.8 billion for the six nine months ended June September 30, 2025, an increase of $394 $566 million, or 9%, 8%, on an as-reported basis. Adjusting for the impacts of foreign currency and acquisitions and disposals, our organic revenue growth was 4% for the six nine months ended June September 30, 2026. For additional information, please see the section entitled Segment Revenue and Segment Operating Income elsewhere within Part I, Item 2 of this Quarterly Report on Form 10-Q.

Our revenue can be materially impacted by changes in currency conversions, which can fluctuate significantly over the course of a calendar year. For the three months ended June September 30, 2026, currency translation increased decreased our as-reported consolidated revenue by $21 $1 million. The primary currency driving this change was the Euro. For the six nine months ended June September 30, 2026, currency translation increased our consolidated revenue by $121 $120 million. The primary currencies driving this change were the Euro and Pound Sterling.

The following table details our top five markets based on the percentage of consolidated revenue (in U.S. dollars) from the countries where work was performed for the six nine months ended June September 30, 2026. These figures do not represent the currency of the related revenue, which is presented in the next table.

The table below details the approximate percentage of our revenue and expenses by transactional currency for the six nine months ended June September 30, 2026.

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The following tables set forth the total revenue for the three and six nine months ended June September 30, 2026 and 2025, and the components of the change in total revenue for the three and six nine months ended June September 30, 2026, as compared to the prior-year period. The components of the revenue change may not add due to rounding.

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Three Months Ended June September 30,

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Six Months Ended June 30,

Nine Months Ended September 30,

(i) Interest income did not contribute to organic change for the three and six nine months ended June September 30, 2026.

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Segment revenue excludes amounts that were directly incurred on behalf of our clients and reimbursed by them (reimbursed expenses); however, these amounts are included in consolidated revenue, as required by applicable accounting standards and SEC rules. Segment operating income excludes certain costs, including (i) amortization of intangibles and (ii) certain transaction and integration program expenses, and includes certain expense amounts which may be determined on both a direct and allocated basis. See Note 5 Segment Information within Part I, Item 1 Financial Statements of this Quarterly Report on Form 10-Q for more information about how our segment revenue and segment operating income are calculated and for a reconciliation to our U.S. GAAP results.

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The following table sets forth HWC revenue for the three months ended June September 30, 2026 and 2025, and the components of the change in revenue for the three months ended June September 30, 2026 from the three months ended June September 30, 2025.

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Three Months Ended June 30,

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HWC segment revenue for the three months ended June September 30, 2026 and 2025 was $1.3 $1.4 billion and $1.2 $1.3 billion, respectively. 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 higher levels the strength of Retirement work across all regions. outside of North America and new client wins. Career organic revenue growth was flat on an organic basis as primarily driven by higher compensation survey sales and a return to typical timing for compensation survey delivery, along with increased levels of communications project work. and broad-based pay work were offset by constrained revenue in the Middle East due to the ongoing conflict. BD&O organic revenue increased organically as expanded project work, declined, with growth from new client wins, and regulatory driven project work and regulatory-driven activity in Outsourcing were partially being more than offset by lower commissions in Individual Marketplace.

HWC segment operating income for the three months ended June September 30, 2026 and 2025 was $306 $398 million and $280 $361 million, respectively. HWC segment operating income increased primarily due to improved operating leverage and expense discipline.

The following table sets forth HWC segment revenue for the six nine months ended June September 30, 2026 and 2025 and the components of the change in revenue for the six nine months ended June September 30, 2026 from the six nine months ended June September 30, 2025.

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Six Months Ended June 30,

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HWC segment revenue for the six nine months ended June September 30, 2026 and 2025 was $2.5 $3.9 billion and $2.3 $3.6 billion, respectively. Health revenue increased on an organic basis, supported by growth across all regions, with International leading the overall performance. Wealth generated organic revenue growth supported by higher levels of Retirement work across all regions, alongside growth in the Investments business. Career revenue declined increased on an organic basis principally due to the ongoing conflict in driven by higher compensation survey sales and the Middle East which constrained growth. timing of survey delivery, along with regulatory driven project work. BD&O revenue was flat declined on an organic basis as expected due to expanded project work, regulatory-driven activity and new administration engagements in Outsourcing were being more than offset by lower commissions in Individual Marketplace.

HWC segment operating income for the six nine months ended June September 30, 2026 and 2025 was $652 million $1.1 billion and $591 $952 million, respectively. HWC segment operating income increased primarily due to improved operating leverage and expense discipline.

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The following table sets forth R&B revenue for the three months ended June September 30, 2026 and 2025, and the components of the change in revenue for the three months ended June September 30, 2026 from the three months ended June September 30, 2025.

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Three Months Ended June 30,

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R&B segment revenue for the three months ended June September 30, 2026 and 2025 was $1.2 $1.1 billion and $1.0 billion, respectively. Corporate Risk & Broking 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 client retention globally. prior-year comparable that included revenue recognized from multi-year project-based placements within the global specialty businesses. Insurance Consulting and Technology delivered organic revenue growth primarily from strong software sales in the Technology practice, partially offset by lower Consulting revenue.

R&B segment operating income for the three months ended June September 30, 2026 and 2025 was $258 $216 million and $222 $189 million, respectively. R&B segment operating income increased primarily due to operating leverage. higher book-of-business settlement activity alongside disciplined expense management.

The following table sets forth R&B segment revenue for the six nine months ended June September 30, 2026 and 2025 and the components of the change in revenue for the six nine months ended June September 30, 2026 from the six nine months ended June September 30, 2025.

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Six Months Ended June 30,

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R&B segment revenue for the six nine months ended June September 30, 2026 and 2025 was $2.3 $3.4 billion and $2.1 $3.1 billion, respectively. Corporate Risk & Broking had organic revenue growth driven by new business activity and strong client retention globally. Insurance Consulting and Technology delivered organic revenue growth primarily from strong software sales in the Technology practice.

R&B segment operating income for the six nine months ended June September 30, 2026 and 2025 was $510 $726 million and $448 $637 million, respectively. R&B segment operating income increased primarily due to operating leverage, and the impact of foreign exchange and book-of-business settlement activity.

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Total costs of providing services for the three months ended June September 30, 2026 were $2.1 $2.0 billion, compared to $1.9 billion for the three months ended June September 30, 2025, an increase of $209 $161 million, or 11%. 9%. Total costs of providing services for the six nine months ended June September 30, 2026 were $4.1 $6.1 billion, compared to $3.7 $5.6 billion for the six nine months ended June September 30, 2025, an increase of $382 $543 million, or 10%. See the following discussion for further details.

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Salaries and benefits for the three months ended June September 30, 2026 were $1.6 $1.5 billion, compared to $1.4 billion for the three months ended June September 30, 2025, an increase of $102 $94 million, or 7%. Approximately one-third one-half of this increase resulted from the acquisitions of Newfront and Cushon, and the remaining increase in the current-year period is primarily due to higher salary expense, driven by annual salary increases, and increased incentive costs. and higher benefit costs, primarily medical expenses. Salaries and benefits, as a percentage of revenue, represented 63% 61% and 64% 62% for the three months ended June September 30, 2026 and 2025, respectively.

Salaries and benefits for the six nine months ended June September 30, 2026 were $3.0 $4.5 billion, compared to $2.8 $4.2 billion for the six nine months ended June September 30, 2025, an increase of $212 $306 million, or 8%. Approximately 7%. Over one-third of this increase resulted from the acquisitions of Newfront and Cushon. The remaining increase in the current year is primarily due to higher salary expense, driven by annual salary increases, increased incentive costs and higher benefit costs, primarily medical expenses. and increased incentive costs. Salaries and benefits, as a percentage of revenue, represented 61% and 62% for the six nine months ended June September 30, 2026 and 2025, respectively.

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Transaction and Integration Expenses

Other operating expenses for the three months ended June September 30, 2026 were $380 $354 million, compared to $336 $352 million for the three months ended June September 30, 2025, an increase of $44 $2 million. or 13%. The increase was primarily due to higher non-income-related tax expense, higher professional services costs and increased local office expenses for and higher professional services costs in the current-year period, partially offset by lower non-income-related tax expense in the current-year period as compared to the prior-year period. Additionally, during the three months ended September 30, 2026, the Company recognized a one-time gain of $13 million related to the sale of office buildings.

Other operating expenses for both the six nine months ended June September 30, 2026 were $765 million, compared to $701 million for the six months ended June 30, and 2025 were $1.1 billion, an increase of $64 $66 million or 9%. 6%. The increase was primarily due to higher professional services costs and increased local office expenses for the current year, partially offset by lower non-income-related tax expense in the current year as compared to the prior year.

Depreciation for the three months ended June September 30, 2026 was $55 million, compared to $57 $56 million for the three months ended June September 30, 2025, a decrease of $2 $1 million. Depreciation for both the six nine months ended June September 30, 2026 and 2025 was $111 $166 million, compared to $167 million for the quarter-over-quarter nine months ended September 30, 2025, a decrease was of $1 million. These decreases were primarily due to a lower depreciable base of assets resulting from disposals in the current-year period. current year.

Amortization for the three months ended June September 30, 2026 was $55 $59 million, compared to $49 $47 million for the three months ended June September 30, 2025, an increase of $6 $12 million, or 12%. 26%. Amortization for the six nine months ended June September 30, 2026 was $103 $162 million, compared to $97 $144 million for the six nine months ended June September 30, 2025, an increase of $6 $18 million, or 6%. 13%. Our intangible amortization is generally more heavily weighted to the initial years of the useful lives of the related intangibles, and therefore amortization related to intangible assets will begin to increase over time as a result of our recent and proposed acquisitions.

Restructuring costs for the three months ended September 30, 2026 were $14 million and consisted of costs associated with the Company s recently-commenced Propel AI Acceleration Plan (see Note 6 AI Acceleration Plan for more information).

Transaction and Program Expenses

Transaction and integration program expenses for the three and six nine months ended June September 30, 2026 were $61 $42 million and $102 $144 million, respectively, and primarily included incremental share-based compensation and transaction-related costs attributable to our Newfront acquisition and Cushon acquisitions completed during the first quarter half of 2026, and costs associated with our Propel AI Acceleration Plan. See Note 3 Acquisitions and Divestitures, Note 17 6 AI Acceleration Plan and Note 18 Share-based Compensation for more information.

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Income from operations for the six months ended June 30, 2026 was $812 million, compared to $800 million for the six months ended June 30, 2025, an increase of $12 million. This increase resulted primarily from higher revenue in the current year, partially offset by increased salary expense and benefits and incentive costs, higher professional services costs and increased local office expenses along with higher transaction and integration expenses in the current year, as compared to the prior year.

Income from operations for the three months ended June September 30, 2026 was $364 $429 million, compared to $368 $418 million for the three months ended June September 30, 2025, a decrease an increase of $4 $11 million. This decrease Income from operations for both the nine months ended September 30, 2026 and 2025 was $1.2 billion, an increase of $23 million. These increases resulted primarily from higher revenue and lower non-income-related tax expense, partially offset by increased salary expense and incentive and benefits costs, higher transaction and integration program expenses, and higher non-income-related tax expense restructuring costs, local office expenses and professional services costs partially offset by higher revenue in the current-year period, as compared to the prior-year period. current year.

Interest expense for the three months ended June September 30, 2026 was $78 $80 million, compared to $64 $65 million for the three months ended June September 30, 2025, an increase of $14 $15 million, or 22%. 23%. Interest expense for the six nine months ended June September 30, 2026 was $155 $235 million as compared to $129 $194 million for the six nine months ended June September 30, 2025, an increase of $26 $41 million or 20%. 21%. These increases were primarily due to new senior notes issued by the Company during the fourth quarter of 2025 and interest expense associated with the recent current-year drawdowns of our $775 million delayed draw term loan (the DDTL ).

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Other income/(loss), net for the three months ended June 30, 2026 was income of $6 million, compared to income of $9 million for the three months ended June 30, 2025, a decrease of $3 million. The decrease was due primarily to lower pension income in the current-year period.

Other income/(loss), net for the three months ended September 30, 2026 was income of $52 million, compared to $37 million for the three months ended September 30, 2025, an increase of $15 million. The increase was due primarily to a higher gain on disposals, attributable to a revaluation gain related to an acquisition completed in stages in the current-year period (see Note 3 Acquisitions and Divestitures in Part I, Item 1 Financial Statements in this Quarterly Report on Form 10-Q) and higher pension income in the current-year period.

Other income/(loss), net for the six nine months ended June 20, September 30, 2026 was income of $11 $63 million, compared to a loss of $55 $18 million for the six nine months ended June September 30, 2025, an increase of $66 $81 million. The increase was due primarily to higher pension income, which resulted from the absence of a significant non-recurring pension settlement cost recognized in the prior year.

Provision for/(Benefit from) for Income Taxes

Provision for income taxes for the three months ended June September 30, 2026 was $57 $79 million, compared to a benefit of $21 $77 million for the three months ended June September 30, 2025, an increase of $78 $2 million. The effective tax rate was 19.8% 19.5% for the three months ended June September 30, 2026, and (6.8)% 19.7% for the three months ended June September 30, 2025. Provision for income taxes for the six nine months ended June September 30, 2026 was $127 $206 million, compared to $44 $121 million for the six nine months ended June September 20, 2025, an increase of $83 $85 million. The effective tax rate was 19.1% 19.3% for the six nine months ended June September 30, 2026 and 7.1% 12.0% for the six nine months ended June September 30, 2025. These effective tax rates are calculated using extended values from our condensed consolidated statements of comprehensive income and are therefore more precise tax rates than can be calculated from rounded values. The prior-year effective tax rates were rate for the nine months ended September 30, 2025 was lower primarily due to favorable discrete tax items, including an adjustment primarily related to the tax provision associated with the earnout received from the sale of our Willis Re business, and changes in measurement for existing uncertain tax positions. provision-to-tax return adjustments.

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Net income attributable to WTW for the six months ended June 30, 2026 was $526 million, compared to $566 million for the six months ended June 30, 2025, a decrease of $40 million, or 7%. This decrease resulted primarily from increased salary expense and benefits and incentive costs, higher transaction and integration expenses and increased income tax expense, partially offset by higher revenue in the current year, as compared to the prior year.

Net income attributable to WTW for the three months ended September 30, 2026 was $303 million, compared to $304 million for the three months ended September 30, 2025, a decrease of $1 million. Results were flat for the quarters as improvements in income from operations and other income/(loss), net in the current quarter, were offset by increases in interest expense and losses in interest in earnings of associates.

Net income attributable to WTW for the three nine months ended June September 30, 2026 was $229 $829 million, compared to $331 $870 million for the three nine months ended June September 30, 2025, a decrease of $102 $41 million, or 31%. 5%. This decrease resulted primarily from increased increases in salary expense and incentive and benefits costs, higher income tax, interest expense, higher transaction and integration program expenses, and increased non-income-related tax expense restructuring costs, local office expenses and professional services costs in the current year, partially offset by higher revenue in the current-year period, as compared to the prior-year period. and pension income and lower non-income-related tax expense this year.

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Based on our current balance sheet and cash flows, current market conditions and information available to us at this time, we believe that the Company has access to sufficient liquidity to meet our cash needs for the next twelve months. Including our cash generated from operations, our liquidity also includes all of the borrowing capacity available to draw against our $1.5 billion revolving credit facility. During the six nine months ended June September 30, 2026, we used the net proceeds from our December 2025 $1.0 billion senior notes offering, after deducting underwriter discounts and commissions and estimated offering expenses, to pay the consideration, and related fees, costs and expenses, for our acquisition of Newfront Insurance Holdings, Inc. ( Newfront ), which was completed on January 27, 2026. In addition, we used borrowings against our $775 million DDTL, along with cash on hand, to repay in full the $550 million aggregate principal amount of the 4.400% senior notes due 2026 and related accrued interest and to fund our Cushon acquisition (see Note 3 Acquisitions and Note 9 Debt within Part I, Item 1 Financial Statements of this Quarterly Report on Form 10-Q).

January 27, 2026. In addition, we used borrowings against our $775 million DDTL, along with cash on hand, to repay in full the $550 million aggregate principal amount of the 4.400% senior notes due 2026 and related accrued interest and to fund our Cushon acquisition (see Note 3 Acquisitions and Divestitures and Note 10 Debt within Part I, Item 1 Financial Statements of this Quarterly Report on Form 10-Q).

Under our minority ownership interest in a joint venture With Bain Capital, in connection with which we re-entered the reinsurance broking space during the fourth quarter of 2024, respect to Willis Re, we have an option to acquire a controlling interest in the joint venture in the future. Given the initial funding needs of a start-up venture, we expect to make certain capital contributions from time to time resulting in a reduction to earnings until such time as the joint venture generates sufficient revenue to be profitable. In connection with Willis Re s entry into a definitive purchase agreement through a newly created subsidiary to acquire the U.S. reinsurance business of independent broker BMS Group, the Company is obligated to fund approximately $102 million to Willis Re at the completion of the transaction (see Note 14 Commitments and Contingencies within Part I, Item 1 Financial Statements of this Quarterly Report on Form 10-Q).

During the six nine months ended June September 30, 2026, we repurchased $750 $970 million of our outstanding shares and have authorization to repurchase an additional $542 million $1.8 billion under our share repurchase program (as further described below under Share Repurchase Program ). We consider many factors, including market and economic conditions, applicable legal requirements and other business considerations, when considering whether to repurchase shares. Our Share Repurchase Program has no termination date and may be suspended or discontinued at any time.

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Our cash and cash equivalents at June September 30, 2026 totaled $1.6 $1.9 billion, compared to $3.1 billion at December 31, 2025. The significant change in cash from December 31, 2025 to June September 30, 2026 was primarily due attributable to cash outflows of $1.0 $1.1 billion primarily associated with our Newfront and Cushon acquisitions, and $750 $970 million of share repurchases and $267 million of dividend payments, partially offset by $1.2 billion of cash inflows from operating activities.

Additionally, at June September 30, 2026 and December 31, 2025, we had all of the borrowing capacity available to draw against our $1.5 billion revolving credit facility.

Included within cash and cash equivalents at June September 30, 2026 and December 31, 2025 are amounts held for regulatory capital adequacy requirements, including $93 million and $105 million, respectively, within our regulated U.K. entities.

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Six Months Ended June 30,

The following table presents the summarized condensed consolidated cash flow information for the six nine months ended June September 30, 2026 and 2025:

Nine Months Ended September 30,

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(DECREASE)/INCREASE IN CASH, CASH EQUIVALENTS AND RESTRICTED (1,313 (1,093

Effect of exchange rate changes on cash, cash equivalents and restricted cash (34 (38

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(i) The amounts of cash, cash equivalents and restricted cash, their respective classification on the condensed consolidated balance sheets, as well as their respective portions of the increase or decrease in cash, cash equivalents and restricted cash for each of the periods presented, have been included in Note 19 20 Supplemental Disclosures of Cash Flow Information within Part I, Item 1 Financial Statements within this Quarterly Report on Form 10-Q.

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Cash flows from operating activities were $474 million $1.2 billion for the six nine months ended June September 30, 2026, compared to $326 million $1.0 billion for the six nine months ended June September 30, 2025. The $474 million $1.2 billion of net cash from operating activities for the six nine months ended June September 30, 2026 included net income of $534 $843 million and $370 $547 million of favorable non-cash adjustments, partially offset by unfavorable changes in operating assets and liabilities of $430 $177 million. The increase was primarily driven by operating margin expansion.

The $326 million $1.0 billion of net cash from operating activities for the six nine months ended June September 30, 2025 included net income of $571 $877 million and $388 $556 million of favorable non-cash adjustments, partially offset by unfavorable changes in operating assets and liabilities of $633 $429 million.

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Cash flows used in investing activities for the six nine months ended June September 30, 2026 were $1.2 $1.3 billion as compared to cash flows from investing activities of $612 $530 million for the six nine months ended June September 30, 2025. The cash flows used in investing activities in the current year were primarily driven by the acquisitions of Newfront and Cushon, as well as capital expenditures, including software additions, and contributions made by the Company to its investments in associates, partially offset by proceeds received from the sale of buildings and related improvements. The cash flows from investing activities in the prior year consisted primarily of net proceeds from sales of operations resulting from divestitures that occurred in prior years. These inflows were partially offset by capital expenditures, including software additions, and our net purchases of held-to-maturity and available-for-sale securities and cash and fiduciary fund transfers.

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Cash flows used in financing activities for the six nine months ended June September 30, 2026 were $611 million. $1.0 billion. The significant financing activities included share repurchases of $970 million, repayments of debt of $552 million share repurchases of $750 million and dividend payments of $178 $267 million, partially offset by net borrowings of other debt of $771 million and net proceeds from fiduciary funds held for clients of $159 $52 million.

Cash flows used in financing activities for the six nine months ended June September 30, 2025 were $800 million. $1.3 billion. The significant financing activities included share repurchases of $700 million $1.3 billion and dividend payments of $179 $269 million, partially offset by net proceeds from fiduciary funds held for clients of $141 $343 million.

Total debt, total equity, and the capitalization ratios at June September 30, 2026 and December 31, 2025 were as follows:

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At June September 30, 2026 and December 31, 2025, we were in compliance with all financial covenants.

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and 67 more changes in the filing

Market risk 2 changes

We have considered changes in our exposure to market risks during the six nine months ended June September 30, 2026 and have determined that there have been no material changes to our exposure to market risks from those described in the Company s Annual Report on Form 10-K for the year ended December 31, 2025, filed with the SEC on February 25, 2026. However, we have provided the following information to supplement or update our disclosures on our Form 10-K.

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As described in our Annual Report on Form 10-K, we are exposed to interest rate risk. Specifically, as a result of our operating activities, we receive cash for premiums and claims which we deposit in high-quality bank term deposit and money market funds, on which we earn interest, where permitted. We also hold funds for clients of our benefits accounts businesses. For the benefit funds not invested, cash and cash equivalents are held, on which we earn interest, until the funds are directed by plan participants to either be invested in mutual funds or paid out on their behalf. This interest earned is included in our condensed consolidated financial statements as interest income. These funds are regulated in terms of access and the instruments in which they may be invested, most of which are short-term in maturity. Short-term rates in most major currencies continued to decrease in 2025 from end-of-2024 levels, with many central banks reducing rates throughout the period. Our interest income in 2025 reflected a combination of lower average interest rates over the course of 2025 offset with some increases in our invested cash balances. Through the second third quarter of 2026, short-term rates have remained in line with expectations. Significant economic uncertainty prevails at this time, and the timing and magnitude of future central bank rate changes are uncertain. As to be expected, interest income in the future will be a function of the short-term rates we are able to obtain by currency and the cash balances available to invest. Interest income was $33 $35 million and $73 $108 million for the three and six nine months ended June September 30, 2026, respectively, and $40 $42 million and $79 $121 million for the three and six nine months ended June September 30, 2025, respectively. At June September 30, 2026, we held $2.9 $2.8 billion of fiduciary funds invested in interest-bearing accounts. If short-term interest rates increased or decreased by 25 basis points, interest earned on these invested fiduciary funds, and therefore our interest income recognized, would increase or decrease by approximately $7 million on an annualized basis.

Controls and procedures 2 changes

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As of June September 30, 2026, the Company carried out an evaluation, under the supervision and with the participation of the Company s management, including the Chief Executive Officer ( CEO ) and the Chief Financial Officer ( CFO ), of the effectiveness of the design and operation of the Company s disclosure controls and procedures as defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934, as amended (the Exchange Act ). Based upon that evaluation, our management, including the CEO and CFO, concluded that the our disclosure controls and procedures are effective in providing reasonable assurance that the information required to be included in the periodic reports we file or submit under the Exchange Act is (1) recorded, processed, summarized and reported within the time periods specified in SEC rules and forms, and (2) accumulated and communicated to our management, including the CEO and the CFO, as appropriate, to allow for timely decisions regarding required disclosure.

1 unchanged paragraph

There were no changes in our internal control over financial reporting, as defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act, identified in connection with the evaluation required by Rules 13a-15(d) or 15d-15(d) under the Exchange Act during the quarter ended June September 30, 2026 that materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

2 unchanged paragraphs

Risk factors 1 change

2 unchanged paragraphs

The Plan, described in more detail in this Quarterly Report on Form 10-Q under Note 20 Subsequent Event 6 AI Acceleration Plan within Part I, Item 1 Financial Statements, and under AI Acceleration Plan within Part II, I, Item 5 Other Information, 2 Management s Discussion and Analysis of Financial Condition and Results of Operations, may not be successful. Programs such as the Plan, or similar transformation activities we may undertake in the future impacting our workforce, technology or processes, create significant risks, including exacerbating risks to the Company as we discussed in our Risk Factors within Part I, Item 1A of our Annual Report on Form 10-K for the fiscal year ended December 31, 2025.

1 unchanged paragraph

Unregistered sales of stock 7 changes

During the three months ended September 30, 2026, no shares were issued by the Company without registration under the Securities Act of 1933, as amended. On May 20, 2026, in connection with the acquisition of Newfront, the Company issued an aggregate of 2,804.205 restricted stock units ( RSUs ) to trusts established by certain key employees of Newfront, subject to further vesting and transfer restrictions. The securities were issued without registration in reliance on Section 4(a)(2) of the Securities Act as a sale by the Company not involving a public offering.

3 unchanged paragraphs

The following table presents specified information about the Company s repurchases of its shares in the second third quarter of 2026 and the Company s remaining repurchase authority.

3 unchanged paragraphs

June 1, 2026 through June 30, 2026

May July 1, 2026 through May July 31, 2026

August 1, 2026 through August 31, 2026

April September 1, 2026 through April September 30, 2026

At June September 30, 2026 the maximum number of shares that may yet be purchased under the existing share repurchase plan is 2,072,893, 6,320,621, with approximately $542 million $1.8 billion remaining on the current open-ended repurchase authority granted by the board. An estimate of the maximum number of shares under the existing authorities was determined using the closing price of our ordinary shares on June September 30, 2026 of $261.37. $288.23.

Other information 7 changes

AI Acceleration Plan

On July 28, 2026, the Board of Directors of WTW (the Company ) approved and authorized management to execute Propel, an artificial intelligence ( AI ) acceleration plan (the Plan ). The Plan is a two-year program to embed AI and automation across the enterprise. Supported by the Company's ongoing investments in AI, data and technology, including the acquisition of Newfront, the Plan is expected to enhance client service and create additional opportunities for growth as well as streamline core operating processes. The Company expects to generate approximately $400 million in gross run-rate savings. After reinvesting approximately $50 million to support growth, the Company expects to deliver $350 million in net run-rate savings by the end of 2028. Approximately $625 million of cash costs are expected to be incurred as well as approximately $25 million in non-cash charges through the end of 2028 in connection with the Plan, consisting principally of process automation and organizational transition costs, including process and organizational design costs, severance and separation-related costs and temporary retention costs, as well as costs associated with implementing AI systems and related technologies, including technology implementation, integration and certain contractor and vendor contract termination costs. An immaterial portion of these costs is expected to be capitalized.

The estimates set forth above are subject to a number of assumptions and actual amounts may differ materially from these estimates. The Company may also incur other charges or cash expenditures not currently contemplated due to unanticipated events that may occur as a result of, or in connection with, the implementation of the Plan.

Also see Note 20 Subsequent Event within Part I, Item 1 Financial Statements, and Part II, Item 1A, Risk Factors Our artificial intelligence ( AI ) acceleration plan (the Plan ), or other activities we may from time to time undertake that impact our workforce, technology or processes could have adverse effects on the Company and may not achieve the intended benefits, within this Quarterly Report on Form 10-Q.

Retirement of Principal Accounting Officer and Controller

On July 28, 2026, Joseph S. Kurpis notified the Company of his intent to retire from his role as the Company's Principal Accounting Officer and Controller in the first half of 2027, after the filing of the Company s Annual Report on Form 10-K, with the exact date to be determined at a later date. In connection with Mr. Kurpis retirement, the Company is conducting a search for his successor. Mr. Kurpis is expected to stay with the Company in his current position until his successor is appointed to assist with an orderly handover of responsibilities.

1 unchanged paragraph

During the quarter ended June September 30, 2026, none of the Company s directors and officers adopted , modified , or terminated any contract, instruction or written plan for the purchase or sale of Company securities intended to satisfy the affirmative defense conditions of Rule 10b5-1(c) or any non-Rule 10b5-1 trading arrangement as defined under Item 408(c) of Regulation S-K.