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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

 

 

FORM 8-K

 

 

 

CURRENT REPORT

Pursuant to Section 13 or 15(d)

of the Securities Exchange Act of 1934

 

Date of Report (Date of earliest event reported): February 3, 2026

 

 

 

Willis Towers Watson Public Limited Company

(Exact name of registrant as specified in its charter)

 

 

 

Ireland 001-16503 98-0352587

(State or other jurisdiction

of incorporation)

(Commission

File Number)

(IRS Employer

Identification No.)

 

c/o Willis Group Limited, 51 Lime Street, London, EC3M 7DQ, England

(Address, including Zip Code, of Principal Executive Offices)

 

Registrant’s telephone number, including area code: (011) (44)-(20)-3124-6000

 

Not Applicable

(Former name or former address, if changed since last report)

 

 

 

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

 

Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

 

Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

 

Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

 

Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

 

Securities registered pursuant to Section 12(b) of the Act:

 

Title of each class  

Trading

Symbol(s)

  Name of each exchange on which registered
Ordinary Shares, nominal value $0.000304635 per share   WTW   NASDAQ Global Select Market

 

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR §230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2).

 

Emerging growth company

 

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

 

 

 

Item2.02 Results of Operations and Financial Condition.

 

On February 3, 2026, Willis Towers Watson Public Limited Company (“WTW”) issued a press release announcing its financial results for the period ended December 31, 2025.

 

A copy of WTW’s press release is attached hereto as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated by reference herein. A reconciliation between certain non-GAAP financial measures and reported financial results is provided as an attachment to the press release.

 

Item 7.01   Regulation FD.

 

WTW also posted to the investor relations section of its website a slide presentation which it may refer to during its conference call to discuss the results. The slide presentation is attached hereto as Exhibit 99.2 to this Current Report on Form 8-K and is incorporated by reference herein.

 

The information contained in Item 2.02 and Item 7.01 of this Current Report on Form 8-K (including Exhibits 99.1 and 99.2) is being furnished and shall not be deemed “filed” for the purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section. Such information shall not be incorporated by reference into any registration statement or other document pursuant to the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by specific reference in any such filing.

 

Item 9.01   Financial Statements and Exhibits.

 

(d) Exhibits

 

The following exhibits are furnished herewith:

 

Exhibit
No.

 

Description

     
99.1   Press release, dated February 3, 2026, announcing the financial results for the period ended December 31, 2025, for WTW.
     
99.2   Slide Presentation, supplementing the above press release.
     
104   Cover Page Interactive Data File (embedded within the Inline XBRL document).

 

 

 

SIGNATURES

 

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

 

 

WILLIS TOWERS WATSON

PUBLIC LIMITED COMPANY

   
   
Date: February 3, 2026

 

By: /s/ Andrew Krasner________________

Name: Andrew Krasner

Title: Chief Financial Officer

 

 

 

 

 

 

 

 

 

 

 

 

 

 

EXHIBIT 99.1

WTW Reports Fourth Quarter and Full Year 2025 Earnings

LONDON, Feb. 03, 2026 (GLOBE NEWSWIRE) -- WTW (NASDAQ: WTW) (the “Company”), a leading global advisory, broking and solutions company, today announced financial results for the fourth quarter and full year ended December 31, 2025.

“WTW had strong performance across our businesses driven by our team’s relentless focus and consistent execution of our strategy” said Carl Hess, WTW’s Chief Executive Officer. “We delivered on our financial targets and strengthened our business through strategic investments in talent and innovation to accelerate performance, enhance efficiency and optimize our portfolio. Our strong momentum and continued progress on our strategic objectives give us confidence as we enter 2026.”

Consolidated Results

Fourth Quarter 2025, as reported, USD millions, except %

Key MetricsQ4-25Q4-242Y/Y Change
Revenue1$2,936$3,035Reported (3)% | CC (5)% | Organic 6%
Income from Operations$1,016$90113%
Operating Margin %34.6%29.7%490 bps
Adjusted Operating Income$1,083$1,096(1)%
Adjusted Operating Margin %36.9%36.1%80 bps
Net Income$736$1,248(41)%
Adjusted Net Income$784$811(3)%
Diluted EPS$7.62$12.25(38)%
Adjusted Diluted EPS$8.12$7.972%


1 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.
2 Refer to "WTW Non-GAAP Measures" below and the Q4-25 Supplemental Slides for a recast of historical Non-GAAP measures.


Revenue was $2.94 billion for the fourth quarter of 2025, a decrease of 3% compared to $3.04 billion for the same period in the prior year due to the sale of TRANZACT. Excluding the impact of foreign currency, revenue decreased 5%. On an organic basis, revenue increased 6%. See Supplemental Segment Information for additional detail on book-of-business settlements and interest income included in revenue.

Net Income for the fourth quarter of 2025 was $736 million compared to $1.25 billion in the prior-year fourth quarter. Adjusted EBITDA for the fourth quarter was $1.12 billion, or 38.2% of revenue, a decrease of 3%, compared to Adjusted EBITDA of $1.15 billion, or 37.9% of revenue, in the prior-year fourth quarter. The U.S. GAAP tax rate for the fourth quarter was 20.8%, and the adjusted income tax rate for the fourth quarter used in calculating adjusted diluted earnings per share was also 20.8%.

Full Year 2025, as reported, USD millions, except %

Key MetricsFY-25FY-243Y/Y Change
Revenue1$9,708$9,930Reported (2)% | CC (3)% | Organic 5%
Income from Operations$2,234$627256%
Operating Margin %23.0%6.3%1,670 bps
Adjusted Operating Income$2,449$2,3783%
Adjusted Operating Margin %25.2%23.9%130 bps
Net Income/(Loss)2$1,613$(88)NM
Adjusted Net Income$1,686$1,6651%
Diluted EPS2$16.26$(0.96)NM
Adjusted Diluted EPS$17.08$16.295%


1 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.
2 Net Income and Diluted EPS for the year ended December 31, 2025 over the prior year is not meaningful (NM) given the impairment charges for the year ended December 31, 2024 relating to the sale of TRANZACT.
3 Refer to "WTW Non-GAAP Measures" below and the Q4-25 Supplemental Slides for recast of historical Non-GAAP measures.


Revenue was $9.71 billion for the year ended December 31, 2025, a decrease of 2% compared to $9.93 billion for the prior year due to the sale of TRANZACT. Excluding the impact of foreign currency, revenue decreased 3%. 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 year ended December 31, 2025 was $1.61 billion, compared to a Net Loss of $88 million in the prior year. Adjusted EBITDA for the year ended December 31, 2025 was $2.64 billion, or 27.2% of revenue, an increase of 1%, compared to Adjusted EBITDA of $2.62 billion, or 26.4% of revenue, in the prior year. The U.S. GAAP tax rate for the year ended December 31, 2025 was 16.3%, and the adjusted income tax rate for the year ended December 31, 2025 used in calculating adjusted diluted earnings per share was 21.1%.

Cash Flow and Capital Allocation

Cash flows from operating activities were $1.78 billion for the year ended December 31, 2025, compared to $1.51 billion in the prior year. Free cash flow for the year ended December 31, 2025 and 2024 was $1.55 billion and $1.27 billion, respectively, an increase of $279 million. The increase was primarily due to operating margin expansion and the abatement of remaining Transformation program cash outflows. During the fourth quarter and year ended December 31, 2025, the Company repurchased $350 million and $1.65 billion of WTW shares, respectively.

Fourth Quarter 2025 Segment Highlights

Health, Wealth & Career (“HWC”)

As reported, USD millions, except %

Health, Wealth & CareerQ4-25Q4-24Y/Y Change
Total Revenue$1,648$1,853Reported (11)% | CC (12)% | Organic 6%
Operating Income$729$776(6)%
Operating Margin %44.3%41.9%240 bps


The HWC segment had revenue of $1.65 billion in the fourth quarter of 2025, a decrease of 11% (12% decrease constant currency and organic growth of 6%) from $1.85 billion in the prior year due to the sale of TRANZACT. Health delivered organic revenue growth which was led by double-digit increases in International due to strong client retention, new client wins and healthcare inflation. Wealth generated organic revenue growth from strong levels of Retirement work across all regions, as well as growth in our Investments business from new products, enhanced capital market conditions and client wins. Career organic revenue growth was primarily driven by robust demand for broad-based advisory services and compensation benchmarking survey work, plus the impact of a change in survey delivery patterns. In addition, a book-of-business sale contributed to Career’s revenue growth this quarter. Benefits Delivery & Outsourcing organic revenue growth reflected higher commission revenue alongside higher levels of project and core administration work.

Operating margin in the HWC segment increased 240 basis points from the prior-year fourth quarter to 44.3%, primarily due to the sale of TRANZACT. Excluding TRANZACT, operating margin increased 30 basis points due to increased operating efficiencies. Please refer to the Supplemental Slides for TRANZACT's standalone historical financial results.

Risk & Broking (“R&B”)

As reported, USD millions, except %

Risk & BrokingQ4-25Q4-24Y/Y Change
Total Revenue$1,253$1,141Reported 10% | CC 7% | Organic 7%
Operating Income$435$38314%
Operating Margin %34.7%33.5%120 bps


The R&B segment had revenue of $1.25 billion in the fourth quarter of 2025, an increase of 10% (7% increase constant currency and organic) from $1.14 billion 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) organic revenue declined modestly reflecting clients' continued caution in managing expenses amid ongoing economic uncertainty.

Operating margin in the R&B segment increased 120 basis points from the prior-year fourth quarter to 34.7%. The increase was primarily driven by operating leverage from strong organic revenue growth.

Select 2026 Financial Considerations

Adjusted operating margin:

Capital allocation:

Willis Re joint venture:

Newfront acquisition:

Free cash flow:

Foreign exchange:

The 2026 Financial Considerations above include Non-GAAP financial measures. We do not reconcile forward-looking Non-GAAP measures for reasons explained under "WTW Non-GAAP Measures" below.

Conference Call

The Company will host a conference call to discuss the financial results for the fourth quarter and full year ended December 31, 2025. It will be held on Tuesday, February 3, 2026, beginning at 9:00 a.m. Eastern Time. A live, listen-only webcast of the conference call will be available on WTW’s website. Analysts and institutional investors may participate in the conference call’s question-and-answer session by registering in advance here. An online replay will be available at investors.wtwco.com shortly after the call concludes.

About WTW

At WTW (NASDAQ: WTW), we provide data-driven, insight-led solutions in the areas of people, risk and capital. Leveraging the global view and local expertise of our colleagues serving 140 countries and markets, we help organizations sharpen their strategy, enhance organizational resilience, motivate their workforce and maximize performance. Working shoulder to shoulder with our clients, we uncover opportunities for sustainable success—and provide perspective that moves you. Learn more at www.wtwco.com.

WTW Non-GAAP Measures

In order to assist readers of our consolidated financial statements in understanding the core operating results that WTW’s management uses to evaluate the business and for financial planning, we present the following non-GAAP measures: (1) Constant Currency Change, (2) Organic Change, (3) Adjusted Operating Income/Margin, (4) Adjusted EBITDA/Margin, (5) Adjusted Net Income, (6) Adjusted Diluted Earnings Per Share, (7) Adjusted Income Before Taxes, (8) Adjusted Income Taxes/Tax Rate, (9) Free Cash Flow and (10) Free Cash Flow Margin.

We believe that those measures are relevant and provide pertinent information widely used by analysts, investors and other interested parties in our industry to provide a baseline for evaluating and comparing our operating performance, and in the case of free cash flow, our liquidity results.

Within the measures referred to as ‘adjusted’, we adjust for significant items which will not be settled in cash, or which we believe to be items that are not core to our current or future operations. Some of these items may not be applicable for the current quarter, however they may be part of our full-year results. Additionally, we have historically adjusted for certain items which are not described below, but for which we may adjust in a future period when applicable. Items applicable to the quarter or full year results, or the comparable periods, include the following:

We evaluate our revenue on an as reported (U.S. GAAP), constant currency and organic basis. We believe presenting constant currency and organic information provides valuable supplemental information regarding our comparable results, consistent with how we evaluate our performance internally.

We consider Constant Currency Change, Organic Change, Adjusted Operating Income/Margin, Adjusted EBITDA/Margin, Adjusted Net Income, Adjusted Diluted Earnings Per Share, Adjusted Income Before Taxes, Adjusted Income Taxes/Tax Rate and Free Cash Flow to be important financial measures, which are used to internally evaluate and assess our core operations and to benchmark our operating and liquidity results against our competitors. These non-GAAP measures are important in illustrating what our comparable operating and liquidity results would have been had we not incurred transaction-related and non-recurring items. Reconciliations of these measures are included in the accompanying tables with the following exception: The Company does not reconcile its forward-looking non-GAAP financial measures to the corresponding U.S. GAAP measures, due to variability and difficulty in making accurate forecasts and projections and/or certain information not being ascertainable or accessible; and because not all of the information, such as foreign currency impacts necessary for a quantitative reconciliation of these forward-looking non-GAAP financial measures to the most directly comparable U.S. GAAP financial measure, is available to the Company without unreasonable efforts. For the same reasons, the Company is unable to address the probable significance of the unavailable information. The Company provides non-GAAP financial measures that it believes will be achieved, however it cannot accurately predict all of the components of the adjusted calculations and the U.S. GAAP measures may be materially different than the non-GAAP measures.

Our non-GAAP measures and their accompanying definitions are presented as follows:

Constant Currency Change – Represents the year-over-year change in revenue excluding the impact of foreign currency fluctuations. To calculate this impact, the prior year local currency results are first translated using the current year monthly average exchange rates. The change is calculated by comparing the prior year revenue, translated at the current year monthly average exchange rates, to the current year as reported revenue, for the same period. We believe constant currency measures provide useful information to investors because they provide transparency to performance by excluding the effects that foreign currency exchange rate fluctuations have on period-over-period comparability given volatility in foreign currency exchange markets.

Organic Change – Excludes the impact of fluctuations in foreign currency exchange rates, as described above and the period-over-period impact of acquisitions and divestitures on current-year revenue. We believe that excluding transaction-related items from our U.S. GAAP financial measures provides useful supplemental information to our investors, and it is important in illustrating what our core operating results would have been had we not included these transaction-related items, since the nature, size and number of these transaction-related items can vary from period to period.

Adjusted Operating Income/Margin – Income from operations adjusted for impairment, 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/(Loss) adjusted for provision for income taxes, interest expense, impairment, 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/(Loss) Attributable to WTW adjusted for impairment, 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/(Loss) from operations before income taxes and interest in earnings of associates adjusted for impairment, 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)/benefit from income taxes adjusted for taxes on certain items of impairment, 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; 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; 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 acquisition of Newfront and our planned acquisition of Cushon); 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 cybersecurity and privacy processes; our ability to protect our intellectual property; our compliance with laws and regulations; 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 war, 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; the insufficiency of client data protection, potential breaches of information systems or insufficient safeguards against cybersecurity breaches or incidents;; our ability to comply with complex and evolving regulations related to data privacy, cybersecurity and artificial intelligence;; 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 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 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 across our portfolio increase, which can amplify the impact of market downturns; 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:   Less:  
  Three Months Ended
December 31,
 As Reported Currency Constant Currency Acquisitions/ Organic
  2025
 2024
 % Change Impact Change Divestitures Change
                 
Health, Wealth & Career                
Revenue excluding interest income $1,641  $1,847  (11)% 1% (13)% (18)% 6%
Interest income  7   6           
Total  1,648   1,853  (11)% 1% (12)% (18)% 6%
                 
Risk & Broking                
Revenue excluding interest income $1,229  $1,115  10% 3% 7% 0% 7%
Interest income  24   26           
Total  1,253   1,141  10% 3% 7% 0% 7%
                 
Segment Revenue $2,901  $2,994  (3)% 2% (5)% (11)% 6%
Corporate, reimbursable expenses and other  31   37           
Interest income  4   4           
Revenue $2,936  $3,035  (3)% 2% (5)% (11)% 6%(ii)


       Components of Revenue Change(i)
          Less:   Less:  
  Years Ended December 31,
 As Reported Currency Constant Currency Acquisitions/ Organic
  2025
 2024
 % Change Impact Change Divestitures Change
                 
Health, Wealth & Career                
Revenue excluding interest income $5,225  $5,745  (9)% 1% (10)% (14)% 4%
Interest income  29   32           
Total  5,254   5,777  (9)% 1% (10)% (14)% 4%
                 
Risk & Broking                
Revenue excluding interest income $4,237  $3,926  8% 1% 7% 0% 7%
Interest income  97   112           
Total  4,334   4,038  7% 1% 6% 0% 6%
                 
Segment Revenue $9,588  $9,815  (2)% 1% (3)% (8)% 5%
Corporate, reimbursable expenses and other  90   93           
Interest income  30   22           
Revenue $9,708  $9,930  (2)% 1% (3)% (8)% 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 months and year ended December 31, 2025.

BOOK-OF-BUSINESS SETTLEMENTS AND INTEREST INCOME

  Three Months Ended December 31,
  HWC
 R&B
 Corporate
 Total
  2025
 2024
 2025
 2024
 2025
 2024
 2025
 2024
Book-of-business settlements $5  $5  $12  $6  $  $  $17  $11 
Interest income  7   6   24   26   4   4   35   36 
Total $12  $11  $36  $32  $4  $4  $52  $47 


  Years Ended December 31,
  HWC
 R&B
 Corporate
 Total
  2025
 2024
 2025
 2024
 2025
 2024
 2025
 2024
Book-of-business settlements $7  $8  $21  $14  $  $  $28  $22 
Interest income  29   32   97   112   30   22   156   166 
Total $36  $40  $118  $126  $30  $22  $184  $188 


SEGMENT OPERATING INCOME
(i)

  Three Months Ended
December 31,
  2025
 2024
       
Health, Wealth & Career $729  $776 
Risk & Broking  435   383 
Segment Operating Income $1,164  $1,159 


  Years Ended
December 31,
  2025
 2024
       
Health, Wealth & Career $1,681  $1,717 
Risk & Broking  1,072   958 
Segment Operating Income $2,753  $2,675 


(
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 December 31,
  2025 2024
Health, Wealth & Career 44.3% 41.9%
Risk & Broking 34.7% 33.5%


  Years Ended December 31,
  2025 2024
Health, Wealth & Career 32.0% 29.7%
Risk & Broking 24.7% 23.7%


RECONCILIATIONS OF SEGMENT OPERATING INCOME TO INCOME FROM OPERATIONS BEFORE INCOME TAXES AND INTEREST IN EARNINGS OF ASSOCIATES

  Three Months Ended December 31,
  2025
 2024
       
Segment Operating Income $1,164  $1,159 
Amortization  (48)  (50)
Restructuring costs     (32)
Transaction and transformation(i)  (19)  (113)
Unallocated, net(ii)  (81)  (63)
Income from Operations  1,016   901 
Interest expense  (66)  (66)
Other (loss)/income, net  (3)  856 
Income from operations before income taxes and interest in earnings of associates $947  $1,691 


  Years Ended December 31,
  2025
 2024
       
Segment Operating Income $2,753  $2,675 
Impairment(iii)     (1,042)
Amortization  (192)  (226)
Restructuring costs     (61)
Transaction and transformation(i)  (23)  (409)
Unallocated, net(ii)  (304)  (310)
Income from Operations  2,234   627 
Interest expense  (260)  (263)
Other loss, net  (21)  (262)
Income from operations before income taxes and interest in earnings of associates $1,953  $102 


(
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.
(iii) Represents the non-cash goodwill impairment associated with our BDA reporting unit related to the sale of our TRANZACT business.

WTW
Reconciliations of Non-GAAP Measures
(In millions of U.S. dollars, except per share data)
(Unaudited)

RECONCILIATIONS OF NET INCOME/(LOSS) ATTRIBUTABLE TO WTW TO ADJUSTED DILUTED EARNINGS PER SHARE

  Three Months Ended December 31,
  2025
 2024
       
Net income attributable to WTW $735  $1,246 
Adjusted for certain items:      
Amortization  48   50 
Restructuring costs     32 
Transaction and transformation  19   113 
Net periodic pension and postretirement benefits  (4)  1 
Gain on disposal of operations     (853)
Tax effect on certain items listed above(i)  (14)  222 
Adjusted Net Income $784  $811 
       
Weighted-average ordinary shares, diluted  97   102 
       
Diluted Earnings Per Share $7.62  $12.25 
Adjusted for certain items:(ii)      
Amortization  0.50   0.49 
Restructuring costs     0.31 
Transaction and transformation  0.20   1.11 
Net periodic pension and postretirement benefits  (0.04)  0.01 
Gain on disposal of operations     (8.39)
Tax effect on certain items listed above(i)  (0.15)  2.18 
Adjusted Diluted Earnings Per Share(ii) $8.12  $7.97 


  Years Ended December 31,
  2025
 2024
       
Net income/(loss) attributable to WTW $1,605  $(98)
Adjusted for certain items:      
Impairment     1,042 
Amortization  192   226 
Restructuring costs     61 
Transaction and transformation  23   409 
Provision for specified litigation matter(iii)     13 
Net periodic pension and postretirement benefits  46   (64)
(Gain)/loss on disposal of operations  (40)  337 
Tax effect on certain items listed above(i)  (61)  (254)
Tax effect of significant adjustments  (79)  (7)
Adjusted Net Income $1,686  $1,665 
       
Weighted-average ordinary shares, diluted  99   102 
       
Diluted Earnings/(loss) Per Share $16.26  $(0.96)
Adjusted for certain items:(ii)      
Impairment     10.20 
Amortization  1.95   2.21 
Restructuring costs     0.60 
Transaction and transformation  0.23   4.00 
Provision for specified litigation matter(iii)     0.13 
Net periodic pension and postretirement benefits  0.47   (0.63)
(Gain)/loss on disposal of operations  (0.41)  3.30 
Tax effect on certain items listed above(i)  (0.62)  (2.49)
Tax effect of significant adjustments  (0.80)  (0.07)
Adjusted Diluted Earnings Per Share(ii) $17.08  $16.29 


(
i) The tax effect was calculated using an effective tax rate for each item.
(ii) Per share values and totals may differ due to rounding.
(iii)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.

RECONCILIATIONS OF NET INCOME/(LOSS) TO ADJUSTED EBITDA

  Three Months Ended December 31,
 
  2025
 2024
 
        
Net income $736 25.1%$1,248 41.1%
Provision for income taxes  197   440  
Interest expense  66   66  
Depreciation  59   54  
Amortization  48   50  
Restructuring costs     32  
Transaction and transformation  19   113  
Net periodic pension and postretirement benefits  (4)  1  
Gain on disposal of operations     (853) 
Adjusted EBITDA and Adjusted EBITDA Margin $1,121 38.2%$1,151 37.9%


  Years Ended December 31,
 
  2025
 2024
 
        
Net income/(loss) $1,613 16.6%$(88)(0.9)%
Provision for income taxes  318   192  
Interest expense  260   263  
Impairment     1,042  
Depreciation  226   230  
Amortization  192   226  
Restructuring costs     61  
Transaction and transformation  23   409  
Provision for specified litigation matter(i)     13  
Net periodic pension and postretirement benefits  46   (64) 
(Gain)/loss on disposal of operations  (40)  337  
Adjusted EBITDA and Adjusted EBITDA Margin $2,638 27.2%$2,621 26.4%


(
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.

RECONCILIATIONS OF INCOME FROM OPERATIONS TO ADJUSTED OPERATING INCOME

  Three Months Ended December 31,
 
  2025
 2024
 
        
Income from operations and Operating margin $1,016 34.6%$901 29.7%
Adjusted for certain items:       
Amortization  48   50  
Restructuring costs     32  
Transaction and transformation  19   113  
Adjusted operating income and Adjusted operating income margin $1,083 36.9%$1,096 36.1%


  Years Ended December 31,
 
  2025
 2024
 
        
Income from operations and Operating margin $2,234 23.0%$627 6.3%
Adjusted for certain items:       
Impairment     1,042  
Amortization  192   226  
Restructuring costs     61  
Transaction and transformation  23   409  
Provision for specified litigation matter(i)     13  
Adjusted operating income and Adjusted operating income margin $2,449 25.2%$2,378 23.9%


(
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.

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

  Three Months Ended December 31,
  2025
 2024
       
Income from operations before income taxes and interest in earnings of associates $947  $1,691 
       
Adjusted for certain items:      
Amortization  48   50 
Restructuring costs     32 
Transaction and transformation  19   113 
Net periodic pension and postretirement benefits  (4)  1 
Gain on disposal of operations     (853)
Adjusted income before taxes $1,010  $1,034 
       
Provision for income taxes $197  $440 
Tax effect on certain items listed above(i)  14   (222)
Adjusted income taxes $211  $218 
       
U.S. GAAP tax rate  20.8%  26.0%
Adjusted income tax rate  20.8%  21.1%


  Years Ended December 31,
  2025
 2024
       
Income from operations before income taxes and interest in earnings of associates $1,953  $102 
       
Adjusted for certain items:      
Impairment     1,042 
Amortization  192   226 
Restructuring costs     61 
Transaction and transformation  23   409 
Provision for specified litigation matter(ii)     13 
Net periodic pension and postretirement benefits  46   (64)
(Gain)/loss on disposal of operations  (40)  337 
Adjusted income before taxes $2,174  $2,126 
       
Provision for income taxes $318  $192 
Tax effect on certain items listed above(i)  61   254 
Tax effect of significant adjustments  79   7 
Adjusted income taxes $458  $453 
       
U.S. GAAP tax rate  16.3%  188.8%
Adjusted income tax rate  21.1%  21.3%


(
i) The tax effect was calculated using an effective tax rate for each item.
(ii) 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.

RECONCILIATION OF CASH FLOWS FROM OPERATING ACTIVITIES TO FREE CASH FLOW

  Years Ended December 31,
  2025
 2024
       
Cash flows from operating activities $1,775  $1,512 
Less: Additions to fixed assets and software  (229)  (245)
Free Cash Flow $1,546  $1,267 
       
Revenue $9,708  $9,930 
Free Cash Flow Margin  15.9%  12.8%


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
December 31,
 Years Ended
December 31,
  2025
 2024
 2025
 2024
Revenue $2,936  $3,035  $9,708  $9,930 
             
Costs of providing services            
Salaries and benefits  1,439   1,367   5,625   5,502 
Other operating expenses  355   518   1,408   1,833 
Impairment           1,042 
Depreciation  59   54   226   230 
Amortization  48   50   192   226 
Restructuring costs     32      61 
Transaction and transformation  19   113   23   409 
Total costs of providing services  1,920   2,134   7,474   9,303 
             
Income from operations  1,016   901   2,234   627 
             
Interest expense  (66)  (66)  (260)  (263)
Other (loss)/income, net  (3)  856   (21)  (262)
             
INCOME FROM OPERATIONS BEFORE INCOME TAXES AND INTEREST IN EARNINGS OF ASSOCIATES 947   1,691   1,953   102 
             
Provision for income taxes  (197)  (440)  (318)  (192)
             
INCOME/(LOSS) FROM OPERATIONS BEFORE INTEREST IN EARNINGS OF ASSOCIATES 750   1,251   1,635   (90)
             
Interest in earnings of associates, net of tax  (14)  (3)  (22)  2 
             
NET INCOME/(LOSS) 736   1,248   1,613   (88)
             
Income attributable to non-controlling interests  (1)  (2)  (8)  (10)
             
NET INCOME/(LOSS) ATTRIBUTABLE TO WTW $735  $1,246  $1,605  $(98)
             
EARNINGS/(LOSS) PER SHARE            
Basic earnings/(loss) per share $7.66  $12.32  $16.34  $(0.96)
Diluted earnings/(loss) per share $7.62  $12.25  $16.26  $(0.96)
             
Weighted-average ordinary shares, basic  96   101   98   102 
Weighted-average ordinary shares, diluted  97   102   99   102 


WILLIS TOWERS WATSON PUBLIC LIMITED COMPANY
Condensed Consolidated Balance Sheets
(In millions of U.S. dollars, except share data)
(Unaudited)

  December 31,
 December 31,
  2025
 2024
ASSETS      
Cash and cash equivalents $3,132  $1,890 
Fiduciary assets  10,445   9,504 
Accounts receivable, net  2,702   2,494 
Prepaid and other current assets  595   1,217 
Total current assets  16,874   15,105 
Fixed assets, net  695   661 
Goodwill  8,938   8,799 
Other intangible assets, net  1,141   1,295 
Right-of-use assets  487   485 
Pension benefits assets  529   530 
Other non-current assets  866   806 
Total non-current assets  12,656   12,576 
TOTAL ASSETS $29,530  $27,681 
LIABILITIES AND EQUITY      
Fiduciary liabilities $10,445  $9,504 
Deferred revenue and accrued expenses  2,087   2,211 
Current debt  550    
Current lease liabilities  125   118 
Other current liabilities  797   765 
Total current liabilities  14,004   12,598 
Long-term debt  5,756   5,309 
Liability for pension benefits  660   615 
Provision for liabilities  340   341 
Long-term lease liabilities  472   502 
Other non-current liabilities  246   299 
Total non-current liabilities  7,474   7,066 
TOTAL LIABILITIES  21,478   19,664 
COMMITMENTS AND CONTINGENCIES      
EQUITY(i)      
Additional paid-in capital  11,106   10,989 
(Accumulated deficit)/retained earnings  (296)  109 
Accumulated other comprehensive loss, net of tax  (2,834)  (3,158)
Total WTW shareholders' equity  7,976   7,940 
Non-controlling interests  76   77 
Total Equity  8,052   8,017 
TOTAL LIABILITIES AND EQUITY $29,530  $27,681 
____________
(i) Equity includes (a) Ordinary shares $0.000304635 nominal value; Authorized 1,510,003,775; Issued 95,079,835 (2025) and 99,805,780 (2024); Outstanding 95,079,835 (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)

  Years Ended December 31,
  2025
 2024
CASH FLOWS FROM OPERATING ACTIVITIES      
NET INCOME/(LOSS) $1,613  $(88)
Adjustments to reconcile net income/(loss) to total net cash from operating activities:      
Depreciation  226   230 
Amortization  192   226 
Impairment     1,042 
Non-cash restructuring charges     41 
Non-cash lease expense  97   98 
Net periodic cost of defined benefit pension plans  112   4 
Provision for doubtful receivables from clients  6   13 
Provision for/(benefit from) deferred income taxes  55   (213)
Share-based compensation  153   121 
(Gain)/loss on disposal of operations  (40)  337 
Non-cash foreign exchange loss/(gain)  13   (31)
Other, net  59   58 
Changes in operating assets and liabilities, net of effects from purchase of subsidiaries:      
Accounts receivable  (128)  (233)
Other assets  (116)  (373)
Other liabilities  (458)  301 
Provisions  (9)  (21)
Net cash from operating activities  1,775   1,512 
       
CASH FLOWS FROM INVESTING ACTIVITIES      
Additions to fixed assets and software  (229)  (245)
Acquisitions of operations, net of cash acquired  (15)  (104)
Contributions to investments in associates  (35)  (3)
Net proceeds from sale of operations  870   619 
Cash and fiduciary funds transferred in sale of operations  (54)  (5)
Net purchases of held-to-maturity securities  (50)   
Net purchases of available-for-sale securities  (40)  (12)
Net cash from investing activities  447   250 
       
CASH FLOWS USED IN FINANCING ACTIVITIES      
Senior notes issued  999   746 
Debt issuance costs  (10)  (9)
Repayments of debt  (5)  (655)
Repurchase of shares  (1,650)  (901)
Net proceeds from fiduciary funds held for clients  172   785 
Payments of deferred and contingent consideration related to acquisitions  (19)  (2)
Cash paid for employee taxes on withholding shares  (56)  (56)
Dividends paid  (358)  (354)
Acquisitions of and dividends paid to non-controlling interests  (9)  (13)
Net cash used in financing activities  (936)  (459)
       
INCREASE IN CASH, CASH EQUIVALENTS AND RESTRICTED CASH  1,286   1,303 
Effect of exchange rate changes on cash, cash equivalents and restricted cash  203   (97)
CASH, CASH EQUIVALENTS AND RESTRICTED CASH, BEGINNING OF PERIOD (i)  4,998   3,792 
CASH, CASH EQUIVALENTS AND RESTRICTED CASH, END OF PERIOD (i) $6,487  $4,998 
____________
(i) The amounts of cash, cash equivalents and restricted cash, their respective classification on the condensed consolidated balance sheets, as well as their respective portions of the increase or decrease in cash, cash equivalents and restricted cash for each of the periods presented have been included in the Supplemental Disclosure of Cash Flow Information section.


SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION 

(In millions of U.S. dollars)

  Years Ended December 31,
  2025
 2024
       
Supplemental disclosures of cash flow information:      
Cash and cash equivalents $3,132  $1,890 
Fiduciary funds (included in fiduciary assets)  3,355   3,108 
Total cash, cash equivalents and restricted cash $6,487  $4,998 
       
Increase in cash, cash equivalents and other restricted cash $1,168  $510 
Increase in fiduciary funds  118   793 
Total (i) $1,286  $1,303 


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

EXHIBIT 99.2

 

wtwco.com © 2026 WTW. All rights reserved. WTW February 3, 2026 Earnings Release Supplemental Materials 2025 Fourth Quarter and Full Year Financial Results

 

 

wtwco.com 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 f orward - looking statements include information about possible or assumed future results of our operations. All statements, other than statements of historical f act s, that address activities, events or developments that we expect or anticipate may occur in the future, including such thing s a s: 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 ef forts; 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 evolvi ng business strategies; our indebtedness; our ability to execute strategic transactions, including both acquisitions and disposi tio ns, 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 rec ent acquisition of Newfront and our planned acquisition of Cushon); demand for our services and competitive strengths; strate gic 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 man agement pipelines; our ability to successfully manage ongoing leadership, organizational and technology changes, including in ves tments in improving systems and processes; our cybersecurity and privacy processes; our ability to protect our intellectual property; our compliance with laws and regul ati ons; our ability to implement and realize anticipated benefits of any cost - savings initiatives generated from our completed mult i - year operational transformation program or other expense savings initiatives; our recognition of future impairment charges; and plans and references to future performan ce, 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 state ments. 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 diffe r 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 mat eri ally from those in the forward - looking statements contained in this document, including the following: our ability to successful ly establish, execute and achieve our global business strategy as it evolves; our ability to fully realize the anticipated benefits of our growth strategy, including inor gan ic 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 r etaliatory 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 ma cro economic trends, including those relating to changes in trade policies and tariffs, as well as political events, war, such as th e Russia - Ukraine war, and other international disputes, terrorism, natural disasters, public health issues and other business interruptions on the global economy and capital markets , s uch as uncertainty in the global markets, inflation, changes in interest rates and recessionary trends, changes in spending b y g overnment 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 s uccessfully hedge against fluctuations in foreign currency rates; the risks relating to the adverse impacts of natural or man - ma de 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 interru pti ons to or loss of our information processing capabilities, or failure to effectively maintain and upgrade our information tec hno logy resources and systems; the insufficiency of client data protection, potential breaches of information systems or insufficient safeguards against cybersecurity breaches o r i ncidents;; our ability to comply with complex and evolving regulations related to data privacy, cybersecurity and artificial int elligence;; 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 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 outc ome s on existing or potential future litigation or investigation matters; changes in the regulatory environment in which we oper ate , including, among other risks, the impacts of pending competition law and regulatory investigations; various claims, government inquiries or investigations or the potentia l f or regulatory action; our ability to make divestitures or acquisitions, including our ability to integrate or manage acquired bu sinesses 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 integra te direct - to - consumer sales and marketing solutions with our existing offerings and solutions; our ability to successfully manage o ngoing 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 success ful ly 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 in ter est; 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 c onsiderations as well as foreign currency exchange rates; compliance with extensive government regulation; the risk of sanctions imposed by governments, or changes to associate d s anction regulations and related counter - sanctions; our ability to effectively apply technology, data and analytics solutions, i ncluding through the use of artificial intelligence, for internal operations, maintaining industry standards, meeting client preferences and gaining competitive adv ant age, among other things; changes and developments in the insurance industry or the U.S. healthcare system, including those re lat ed to Medicare, and any other changes and developments in legal, regulatory, economic, business or operational conditions that could impact our businesses; the inabili ty to protect our intellectual property rights, or the potential infringement upon the intellectual property rights of others; f luc tuations 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 envir onm ent, investment returns, inflation, or changes in other assumptions that are used to estimate our benefit obligations and the ir effect on adjusted earnings per share; our capital structure, including indebtedness amounts, the limitations imposed by the covenants in the documents governing such indebtedn ess and the maintenance of the financial and disclosure controls and procedures of each; our ability to obtain financing on favor ab le 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 re vis ion of existing, state, federal, and/or foreign laws and regulations, recent judicial decisions and development of case law, oth er 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 co nse quences to U.S. persons owning at least 10% of our shares; changes in accounting principles, estimates or assumptions; our re cog nition of future impairment charges; risks relating to or arising from environmental, social and governance (‘ESG’) practices; fluctuation in revenue against our relati vel y fixed or higher - than - expected expenses; the risk that investment levels across our portfolio increase, which can amplify the i mpact of market downturns; 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 ou r h olding company structure potentially preventing us from being able to receive dividends or other distributions in needed amou nts 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 pe rfo rmance and results. For more information, please see Part I, Item 1A in our Annual Report on Form 10 - K, and our subsequent filin gs 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 si gnificant 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 disc ussed in this document may not occur, and we caution you against unduly relying on these forward - looking statements. 2 © 2026 WTW. All rights reserved.

 

 

wtwco.com © 2026 WTW. All rights reserved. See “WTW Forward - Looking Statements“ above for information about forward - looking statements and cautionary language, including how actual results may differ materially from those in the slide presentation. WTW Non - GAAP Measures In order to assist readers of our consolidated financial statements in understanding the core operating results that WTW’s ma nag ement 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/M argin, (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. The Company believes that those measures are relevant and provide pertinent information widely used by analysts, investors an d o ther 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. Reconciliations of these measures are included in the accompanying appendix of these earning release supplemental materials. The Company does not reconcile its forward - looking non - GAAP financial measures to the corresponding U.S. GAAP measures, due to v ariability 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 i mpa cts 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 unreasona ble 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. 3

 

 

wtwco.com Achieved 2025 financial objectives and returned capital to shareholders, with share repurchases of $1.65 billion and dividends of $358 million Optimized our portfolio for growth and profitability with the announced acquisitions of Newfront, Cushon and FlowStone Partners Generated Organic revenue growth 1 of 6% in Q4 - 25 and 5% in the full year 2025; Adjusted Operating Margin 1 expansion of +80 bps in Q4 - 25 and +130 bps for full year 2025 Accelerated performance with our specialization strategy, innovative solutions , new talent and smart connections contributing to growth © 2026 WTW. All rights reserved. See “WTW Forward - Looking Statements“ above for information about forward - looking statements and cautionary language, including how actual results may differ materially from those in the slide presentation. Key Takeaways Enhanced efficiency by leveraging WE DO, AI and automation, driving operating margin expansion and increasing free cash flow margin 4 1 Signifies Non - GAAP financial measures. See Appendix I for Non - GAAP reconciliations.

 

 

wtwco.com Key figures © 2026 WTW. All rights reserved. See “WTW Forward - Looking Statements“ above for information about forward - looking statements and cautionary language, including how actual results may differ materially from those in the slide presentation. Q4 2025 GAAP Financial Results 1 Twelve months ended December 31, Three months ended December 31, $USD million, except EPS and % 2024 2025 2024 2025 $9,930 $9,708 (2)% $3,035 $2,936 (3)% Revenue % change $627 $2,234 256% $901 $1,016 13% Income from Operations % change 6.3% 23.0% 1,670 bps 29.7% 34.6% 490 bps Operating Margin % change, basis points $(88) $1,613 NM $1,248 $736 (41)% Net Income/(Loss) % change $(0.96) $16.26 NM $12.25 $7.62 (38)% Diluted EPS % change $1,512 $1,775 17% Net Cash From Operating Activities % change 5 1 Net Income and Diluted EPS for the year ended December 31, 2025 over the prior year is not meaningful (NM) given the impair men t charges for the year ended December 31, 2024 relating to the sale of TRANZACT

 

 

wtwco.com © 2026 WTW. All rights reserved. See “WTW Forward - Looking Statements“ above for information about forward - looking statements and cautionary language, including how actual results may differ materially from those in the slide presentation. Q4 and Full Year 2025 Key Figures Total Revenue $USD billions Ad justed O perating Margin 2 % Free Cash Flow & Free Cash Flow Margin 2 $USD billions / % Adjusted Diluted EPS 2 $USD Including Non - GAAP Financial Results 1 $9.7 $9.9 2025 2024 +5% Full Year Organic 2 growth 1. See Appendix I for certain 2024 Non - GAAP metrics excluding TRANZACT. 2. Signifies Non - GAAP financial measures. See Appendix I for Non - GAAP reconciliations. See Appendix II for recast of historical Non - GAAP financial measures. $2.9 $3.0 Q4 - 25 Q4 - 24 +6% Q4 Organic 2 growth $17.08 $16.29 2025 2024 +5% Full Year growth $8.12 $7.97 Q4 - 25 Q4 - 24 +2% Q4 growth 2025 2024 25.2 % 23.9 % + 130 bps Full Year y/y margin Q4 - 25 Q4 - 24 36.9 % 36.1 % +80 bps Q4 y/y margin +$279M Full Year y/y FCF 6 $1,546 $1,267 2025 2024 +310 bps Full Year y/y FCF margin 2025 2024 15.9 % 12.8 %

 

 

wtwco.com 7 Financial Review © 2026 WTW. All rights reserved. See “WTW Forward - Looking Statements“ above for information about forward - looking statements and cautionary language, including how actual results may differ materially from those in the slide presentation.

 

 

wtwco.com Q4 2025 Segment Highlights 1 • For the quarter, HWC had organic revenue growth 2 of 6% – Health had 4% organic revenue growth which was led by double - digit increases in International due to strong client retention, new client wins and healthcare inflation – Wealth generated 5% organic revenue growth from strong levels of Retirement work across all regions, as well as growth in our Investments business from new products, enhanced capital market conditions and client wins – Career had 10% organic revenue growth primarily driven by robust demand for broad - based advisory services and compensation benchmarking survey work, plus the impact of a change in survey delivery patterns. In addition, a book - of - business sale contributed to Career’s revenue growth this quarter – BD&O organic revenue increased 5% reflecting higher commission revenue alongside higher levels of project and core administration work • Operating income was $729 million in the quarter, a decrease of 6% from the prior year due to the sale of TRANZACT • Operating margin increased 240 bps from the prior year primarily due to the sale of TRANZACT. Excluding TRANZACT, operating margins increased 30 basis points due to increased operating efficiencies Quarterly Segment Performance: Health, Wealth & Career © 2026 WTW. All rights reserved. See “WTW Forward - Looking Statements“ above for information about forward - looking statements and cautionary language, including how actual results may differ materially from those in the slide presentation. $1,648 $1,853 Q4 - 25 Q4 - 24 3 Revenue ($M) Segment Operating Margin 1 Q4 - 24 Q4 - 25 Organic Revenue Growth 2 18% 4% Health 3% 5% Wealth 1% 10% Career (2)% 4 5% Benefits Delivery & Outsourcing (BD&O) 3% 4 6% Health, Wealth & Career 44.3% 41.9% Q4 - 25 Q4 - 24 3 1 Includes Segment financial measures. See accompanying Earnings Release for Supplemental Segment Information. 2 Signifies Non - GAAP financial measure. See Appendix I for Non - GAAP reconciliations . 3 Excluding TRANZACT, HWC Q4 - 24 revenue was $1,531M and HWC Q4 - 24 operating margin was 44.0%. 4 Organic Revenue growth for Q4 - 24 excluding TRANZACT was +6% and +1% for HWC and BD&O, respectively. 8

 

 

wtwco.com Q4 2025 Segment Highlights 1 • For the quarter, R&B had organic revenue growth 2 of 7% – CRB generated organic revenue growth of 8% driven by higher levels of new business activity and strong client retention globally – ICT organic revenue declined 1% for the quarter reflecting clients’ continued caution in managing expenses amid ongoing economic uncertainty • Operating income of $435 million in the quarter increased by 14% • Operating margin increased 120 bps driven primarily by operating leverage from strong organic revenue growth Quarterly Segment Performance: Risk & Broking © 2026 WTW. All rights reserved. See “WTW Forward - Looking Statements“ above for information about forward - looking statements and cautionary language, including how actual results may differ materially from those in the slide presentation. $1,253 $1,141 Q4 - 25 Q4 - 24 Revenue ($M) Segment Operating Margin 1 Q4 - 24 Q4 - 25 Organic Revenue Growth 2 6% 8% Corporate Risk & Broking (CRB) 11% (1)% Insurance Consulting & Technology (ICT) 7% 7% Risk & Broking 34.7% 33.5% Q4 - 25 Q4 - 24 9 1 Includes Segment financial measures. See accompanying Earnings Release for Supplemental Segment Information. 2 Signifies Non - GAAP financial measure. See Appendix I for Non - GAAP reconciliations .

 

 

wtwco.com Maintaining a Flexible Balance Sheet © 2026 WTW. All rights reserved. See “WTW Forward - Looking Statements“ above for information about forward - looking statements and cautionary language, including how actual results may differ materially from those in the slide presentation. 1 Total Debt equals sum of current debt and long - term debt as shown on the Consolidated Balance Sheets. 2 Signifies Non - GAAP financial measure. See Appendix I for Non - GAAP reconciliations. 3 Pro - forma leverage ratio excluding TRANZACT as of December 31, 2024 was 2.2x. Reinforcing our business fundamentals; safeguarding WTW’s financial strengths Dec 31, 2024 Dec 31, 2025 ($ millions) 1,890 3,132 Cash and Cash Equivalents 5,309 6,306 Total Debt 1 8,017 8,052 Total Equity 2.0x 3 2.4x Debt to Adj. EBITDA 2 Trailing 12 - month Disciplined capital management strategy Provides WTW with the financial flexibility to reinvest in our businesses, capitalize on market growth opportunities and support significant value creation for shareholders • Our capital structure provides a solid foundation of business strength and reinforces our ability to capture long - term growth and create value for shareholders • History of effectively managing our leverage with a commitment to maintaining our investment grade credit rating • Committed to a disciplined approach to managing outstanding debt and our leverage profile 10

 

 

wtwco.com © 2026 WTW. All rights reserved. See “WTW Forward - Looking Statements“ above for information about forward - looking statements and cautionary language, including how actual results may differ materially from those in the slide presentation. Executing Against a Balanced Capital Allocation Strategy CASH RETURNED TO SHAREHOLDERS $ 13.8 B FY2016 to FY 2025 MEANINGFUL DIVIDEND GROWTH + 7 % Cash dividend growth 9 years CAGR 0.92 2016 2017 2018 2019 2020 2021 2022 2023 2024 2025 $ 0.48 $ 0.53 $ 0.6 $ 0.65 $ 0.71 $0.80 $ 0.82 $ 0.84 $ 0.88 +7% Quarterly cash dividend per share Capital Allocation Priorities • Reinvest in capabilities, businesses, and processes • Invest in innovation, technology, and new business • Return excess cash to shareholders through share repurchases and dividends to create long - term shareholder value • Strengthen balance sheet and liquidity • Business portfolio management • Pursue opportunistic M&A to strengthen capabilities Q4 2025 Highlights • Repurchased $350 million of shares during the quarter, for a total of $1.65 billion for the year • Paid quarterly cash dividends of $89 million, $0.92 per common share 11 Allocating capital to opportunities with the potential for highest return $277 $306 $346 $374 $369 $352 $354 $358 $396 $709 $602 $1,627 $3,530 $1,000 $901 $1,650 $199 2016 2017 2018 $150 $329 2019 2020 2021 2022 2023 2024 2025 $595 $986 $908 $479 $346 $2,001 $3,899 $1,352 $1,255 $2,008 Share repurchases Dividends

 

 

wtwco.com 12 Business Overview © 2026 WTW. All rights reserved. See “WTW Forward - Looking Statements“ above for information about forward - looking statements and cautionary language, including how actual results may differ materially from those in the slide presentation.

 

 

wtwco.com © 2026 WTW. All rights reserved. See “WTW Forward - Looking Statements“ above for information about forward - looking statements and cautionary language, including how actual results may differ materially from those in the slide presentation. 13 WTW at a Glance Delivering superior advice, broking and solutions in the areas of people, risk and capital Segments 1 Geographies 1 Rich heritage Servicing clients since 1828 Global and diversified client base • 90% of the Fortune Global 500 • 89% of the U.S. Fortune 1000 • 96% of the FTSE 100 • Significant middle market presence Global reach, local expertise 140+ countries & markets served by 47,000 colleagues 1 Presented as % of full year 2025 revenue 55% 45% Health, Wealth & Career Risk & Broking 49% 39% 12% North America Europe International

 

 

wtwco.com +4% Organic Segment Overview: Health, Wealth & Career 1,2 © 2026 WTW. All rights reserved. See “WTW Forward - Looking Statements“ above for information about forward - looking statements and cautionary language, including how actual results may differ materially from those in the slide presentation. Health, Wealth & Career: World - class portfolio of leading businesses providing advisory and consulting services within human capital, employee benefits and retirement verticals Benefits Delivery & Outsourcing provides medical exchange and outsourcing services to active employees and retirees across the group and individual markets as well as pension outsourcing Health provides advice, broking, solutions and software for employee benefit plans, HR organizations and management teams of our clients Wealth provides advice and management for retirement and investment asset owners using a sophisticated framework for managing risk Career provides compensation advisory services, employee experience software and platforms, and other career - related consulting services to our clients 14 FY25 Revenue and Organic Growth 3 1 Includes Segment financial measures. See accompanying Earnings Release for Supplemental Segment Information. Segment results pr ior to 2022 were recast to reflect the realignment effective January 1, 2022. 2 All figures are shown excluding TRANZACT. See Appendix III for TRANZACT Standalone Historical Financial Results. 3 Signifies Non - GAAP financial measure. See Appendix I for Non - GAAP reconciliations. HWC Segment Excluding TRANZACT USD millions / % $4,607 $4,545 $4,777 $4,992 $5,254 26.5% 2021 27.2% 2022 29.6% 2023 31.4% 2024 2025 32.0% Total Revenue Operating Margin +3% Organic +4% Organic HWC +4% Organic +6% Organic

 

 

wtwco.com Insurance Consulting and Technology provides advice and technology solutions to the insurance industry to help clients measure and manage risk and capital and improve performance +7% Organic Segment Overview: Risk & Broking 1 © 2026 WTW. All rights reserved. See “WTW Forward - Looking Statements“ above for information about forward - looking statements and cautionary language, including how actual results may differ materially from those in the slide presentation. Risk & Broking: Risk advisory and solutions business delivering innovative, integrated solutions tailored to client needs and underpinned by cutting edge data and analytics, technology and experienced risk thinkers Corporate Risk & Broking provides a broad range of risk advice insurance brokerage and consulting services to clients worldwide ranging from small businesses to multinational corporations 15 FY25 Revenue and Organic Growth 2 1 Includes Segment financial measures. See accompanying Earnings Release for Supplemental Segment Information. Segment results pr ior to 2022 were recast to reflect the realignment effective January 1, 2022. 2 Signifies Non - GAAP financial measure. See Appendix I for Non - GAAP reconciliations. +1% Organic R&B Segment USD millions / % $3,564 $3,460 $3,735 $4,038 $4,334 23.4% 2021 21.2% 2022 21.8% 2023 23.7% 2024 2025 24.7% Total Revenue Operating Margin R&B +6% Organic

 

 

wtwco.com 16 Strategy & Outlook © 2026 WTW. All rights reserved. See “WTW Forward - Looking Statements“ above for information about forward - looking statements and cautionary language, including how actual results may differ materially from those in the slide presentation.

 

 

wtwco.com Focused on Creating Long - Term Value for Shareholders © 2026 WTW. All rights reserved. See “WTW Forward - Looking Statements“ above for information about forward - looking statements and cautionary language, including how actual results may differ materially from those in the slide presentation. Our successful rebuild and transformation has strengthened WTW’s position and results 17 Accelerating performance through innovation and expansion in attractive markets 1 Enhancing efficiency to deliver continued adjusted operating margin expansion and FCF improvement Optimizing portfolio to elevate financial performance and strategic position Generating attractive shareholder returns through balanced capital allocation strategy 2 4 3

 

 

wtwco.com 18 WTW Strategic & Financial Framework Accelerate Performance We will build on recent momentum to drive performance in our businesses Strategic Priorities Enhance Efficiency We will focus on enhancing operational efficiency to sustain margin and FCF improvement Optimize Portfolio We will invest strategically to optimize our portfolio and pursue scaled and high - growth broking businesses Financial Outlook Mid - single digit organic growth 1 plus opportunistic inorganic growth Revenue Growth Continued annual margin expansion , driven by improved efficiency and business mix Adjusted Operating Margin Annual growth driven by margin expansion and disciplined capital management Adjusted EPS Improve FCF margin and grow FCF by evolving business mix, expanding operating margin and managing working capital Free Cash Flow © 2026 WTW. All rights reserved. See “WTW Forward - Looking Statements“ above for information about forward - looking statements and cautionary language, including how actual results may differ materially from those in the slide presentation. 1 Signifies forward - looking Non - GAAP financial measures. See WTW Non - GAAP measures on page 3 for more.

 

 

wtwco.com WTW Organic Growth Profile 19 Segment Growth Profiles 1 Risk & Broking: MSD to HSD CRB: MSD - to - HSD ICT: MSD - to - HSD Health, Wealth & Career: MSD Health: HSD Wealth: LSD Career: MSD BD&O: MSD 1 “HSD” High - Single Digits; “MSD” Mid - Single Digits; “LSD” Low - Single Digits 2 Signifies Non - GAAP financial measure. See WTW Non - GAAP measures on page 3 for more and Appendix I for Non - GAAP reconciliations. 3 Outlook is intended to reflect improved performance over time and is not intended to be a precise graph Sustainable long - term, mid - single digit organic growth 2 © 2026 WTW. All rights reserved. See “WTW Forward - Looking Statements“ above for information about forward - looking statements and cautionary language, including how actual results may differ materially from those in the slide presentation. 2025 Revenue Outlook 3 $ 9.7 B 2 MSD Long - term Organic Revenue Growth Outlook

 

 

wtwco.com 20 Enhancing efficiency is a priority across the company Adjusted Operating Margin Outlook • Continue to drive efficiencies and operating leverage, coupled with WE DO efforts to further streamline processes • Offshoring and right shoring initiatives will expand margins • Investing in automation and AI to support productivity • ~100 bps of average annual operating margin 1 expansion over the next 2 years in R&B • Continue to build on HWC’s strong margin expansion track record Committed to driving continued annual margin expansion through efficiency and operating leverage WTW Adjusted Operating Margin % +25.2% 1 2025 Margin Outlook 2 Annual expansion © 2026 WTW. All rights reserved. See “WTW Forward - Looking Statements“ above for information about forward - looking statements and cautionary language, including how actual results may differ materially from those in the slide presentation. 1 Signifies non - GAAP financial measure. See Appendix I for Non - GAAP reconciliations. 2 Outlook is intended to reflect improved performance over time and is not intended to be a precise graph.

 

 

wtwco.com 21 Free Cash Flow Outlook Evolving business mix Operating margin expansion Working capital management 1 Signifies Non - GAAP financial measures. See Appendix I for Non - GAAP reconciliations. See Appendix II for recast of historical Non - GAAP financial measures. 2 Outlook and expected forward looking result is intended to reflect improved performance over time and is not intended to be a pr ecise graph © 2026 WTW. All rights reserved. See “WTW Forward - Looking Statements“ above for information about forward - looking statements and cautionary language, including how actual results may differ materially from those in the slide presentation. Delivering improvement through three pillars WTW Free Cash Flow Margin +15.9% 2025 FCF Margin 1 FCF Margin Outlook 2 Continual Improvement

 

 

wtwco.com Rebalancing capital allocation strategy to reflect successful transformation and continued pursuit of a higher growth portfolio and margin expansion 22 Capital Allocation Strategy - Driving Growth, Margin and Returns Ongoing organic investments in talent, technology, and new products to drive sustainable growth and capture margin expansion opportunities Disciplined approach to M&A aligned with strategic priorities: strengthening core businesses and accelerating financial performance Share repurchases remain a central component of the capital allocation strategy Maintain appropriate financial flexibility Share repurchases Create value by returning capital to shareholders Quarterly dividends Reflects strong free cash flow generation Debt / leverage management Long - term leverage target of 2.0x to 2.5x Organic & inorganic investment Talent, Innovation, M&A © 2026 WTW. All rights reserved. See “WTW Forward - Looking Statements“ above for information about forward - looking statements and cautionary language, including how actual results may differ materially from those in the slide presentation.

 

 

wtwco.com 23 Select 2026 Financial Considerations © 2026 WTW. All rights reserved. See “WTW Forward - Looking Statements“ above for information about forward - looking statements and cautionary language, including how actual results may differ materially from those in the slide presentation. Willis Re Joint Venture Expected to be a headwind on Adjusted Diluted EPS of ~$0.30 The remaining equity investments in the interest in earnings of associates line are not expected to be material in 2026 Capital Allocation Expect share repurchases of $1.0B or greater, subject to market conditions and potential capital allocation to organic and inorganic investment opportunities Foreign Exchange Expect a foreign currency tailwind on Adjusted Diluted EPS of ~$0.30 in 2026 at today's rates with most of the tailwind coming in Q1 - 26 Adjusted Operating Margin Continued annual margin expansion at the enterprise level driven by: ~100 basis points of average annual margin expansion over the next 2 years in R&B Incremental annual margin expansion in HWC 1 See Appendix II for recast of historical Non - GAAP financial measures Free Cash Flow Continual improvement in FCF margin primarily from operating margin expansion along with evolving our business mix Newfront Acquisition Expected to be ~$0.10 dilutive to Adjusted EPS in 2026 Expected 2026 post - close revenue of ~$250M and an adjusted EBITDA margin of ~26% Newfront’s Total Rewards business segment (~42%) will be included in HWC and Newfront’s Business Insurance business segment (~58%) will be included in R&B

 

 

wtwco.com 24 Appendix I: Reconciliation of Non - GAAP Measures and certain 2024 Non - GAAP Metrics excluding TRANZACT © 2026 WTW. All rights reserved. See “WTW Forward - Looking Statements“ above for information about forward - looking statements and cautionary language, including how actual results may differ materially from those in the slide presentation.

 

 

wtwco.com Constant Currency and Organic Revenue Change QTD © 2026 WTW. All rights reserved. See “WTW Forward - Looking Statements“ above for information about forward - looking statements and cautionary language, including how actual results may differ materially from those in the slide presentation. As reported, USD millions except % 25 (i) Components of revenue change may not add due to rounding. (ii) Interest income did not contribute to organic change for the three months ended December 31, 2025. Less: Less: As Reported Currency Constant Currency Acquisitions/ Organic 2025 2024 % Change Impact Change Divestitures Change Health, Wealth & Career Revenue excluding interest income 1,641$ 1,847$ (11)% 1% (13)% (18)% 6% Interest income 7 6 Total 1,648 1,853 (11)% 1% (12)% (18)% 6% Risk & Broking Revenue excluding interest income 1,229$ 1,115$ 10% 3% 7% 0% 7% Interest income 24 26 Total 1,253 1,141 10% 3% 7% 0% 7% Segment Revenue 2,901$ 2,994$ (3)% 2% (5)% (11)% 6% Corporate, reimbursable expenses and other 31 37 Interest income 4 4 Revenue 2,936$ 3,035$ (3)% 2% (5)% (11)% 6% (ii) Components of Revenue Change (i) December 31, Three Months Ended

 

 

wtwco.com Constant Currency and Organic Revenue Change YTD © 2026 WTW. All rights reserved. See “WTW Forward - Looking Statements“ above for information about forward - looking statements and cautionary language, including how actual results may differ materially from those in the slide presentation. As reported, USD millions except % 26 (i) Components of revenue change may not add due to rounding. (ii) Interest income did not contribute to organic change for the year ended December 31, 2025. Less: Less: As Reported Currency Constant Currency Acquisitions/ Organic 2025 2024 % Change Impact Change Divestitures Change Health, Wealth & Career Revenue excluding interest income 5,225$ 5,745$ (9)% 1% (10)% (14)% 4% Interest income 29 32 Total 5,254 5,777 (9)% 1% (10)% (14)% 4% Risk & Broking Revenue excluding interest income 4,237$ 3,926$ 8% 1% 7% 0% 7% Interest income 97 112 Total 4,334 4,038 7% 1% 6% 0% 6% Segment Revenue 9,588$ 9,815$ (2)% 1% (3)% (8)% 5% Corporate, reimbursable expenses and other 90 93 Interest income 30 22 Revenue 9,708$ 9,930$ (2)% 1% (3)% (8)% 5% (ii) December 31, Components of Revenue Change (i) Years Ended

 

 

wtwco.com © 2026 WTW. All rights reserved. See “WTW Forward - Looking Statements“ above for information about forward - looking statements and cautionary language, including how actual results may differ materially from those in the slide presentation. Adjusted Op Income and Margin, Adj. EBITDA and Margin QTD As reported, USD millions except % 27 2025 2024 Income from operations and Operating margin 1,016$ 34.6% 901$ 29.7% Adjusted for certain items: Amortization 48 50 Restructuring costs — 32 Transaction and transformation 19 113 Adjusted operating income and Adjusted operating income margin 1,083$ 36.9% 1,096$ 36.1% 2025 2024 Net income 736$ 25.1% 1,248$ 41.1% Provision for income taxes 197 440 Interest expense 66 66 Depreciation 59 54 Amortization 48 50 Restructuring costs — 32 Transaction and transformation 19 113 Net periodic pension and postretirement benefits (4) 1 Gain on disposal of operations — (853) Adjusted EBITDA and Adjusted EBITDA Margin 1,121$ 38.2% 1,151$ 37.9% Three Months Ended December 31, Three Months Ended December 31,

 

 

wtwco.com © 2026 WTW. All rights reserved. See “WTW Forward - Looking Statements“ above for information about forward - looking statements and cautionary language, including how actual results may differ materially from those in the slide presentation. Adjusted Op Income and Margin, Adj. EBITDA and Margin YTD As reported, USD millions except % 28 (i) Represents a provision related to potential litigation arising out of a structured insurance program originally placed for a cli ent over 15 years ago. The program is of a type and complexity that was highly bespoke to the client and for that reason is u nli kely to be exactly replicated elsewhere. Because of this, while we do not believe the potential litigation is material, we believe excluding this m atter from adjusted results makes results more comparable from period to period and more representative of our core business ope rations. 2025 2024 Income from operations and Operating margin 2,234$ 23.0% 627$ 6.3% Adjusted for certain items: Impairment — 1042 Amortization 192 226 Restructuring costs — 61 Transaction and transformation 23 409 Provision for specified litigation matter (i) — 13 Adjusted operating income and Adjusted operating income margin 2,449$ 25.2% 2,378$ 23.9% 2025 2024 Net income/(loss) 1,613$ 16.6% (88)$ (0.9)% Provision for income taxes 318 192 Interest expense 260 263 Impairment — 1,042 Depreciation 226 230 Amortization 192 226 Restructuring costs — 61 Transaction and transformation 23 409 Provision for specified litigation matter (i) — 13 Net periodic pension and postretirement benefits 46 (64) (Gain)/loss on disposal of operations (40) 337 Adjusted EBITDA and Adjusted EBITDA Margin 2,638$ 27.2% 2,621$ 26.4% Years Ended December 31, Years Ended December 31,

 

 

wtwco.com Adjusted Net Income and Adjusted Diluted EPS QTD © 2026 WTW. All rights reserved. See “WTW Forward - Looking Statements“ above for information about forward - looking statements and cautionary language, including how actual results may differ materially from those in the slide presentation. As reported, USD millions except % 29 (i) The tax effect was calculated using an effective tax rate for each item. (ii) Per share values and totals may differ due to rounding. 2025 2024 Net income attributable to WTW 735$ 1,246$ Adjusted for certain items: Amortization 48 50 Restructuring costs — 32 Transaction and transformation 19 113 Net periodic pension and postretirement benefits (4) 1 Gain on disposal of operations — (853) Tax effect on certain items listed above (i) (14) 222 Adjusted Net Income 784$ 811$ Weighted-average ordinary shares, diluted 97 102 Diluted Earnings Per Share 7.62$ 12.25$ Adjusted for certain items: (ii) Amortization 0.50 0.49 Restructuring costs — 0.31 Transaction and transformation 0.20 1.11 Net periodic pension and postretirement benefits (0.04) 0.01 Gain on disposal of operations — (8.39) Tax effect on certain items listed above (i) (0.15) 2.18 Adjusted Diluted Earnings Per Share (ii) 8.12$ 7.97$ Three Months Ended December 31,

 

 

wtwco.com 2025 2024 Net income/(loss) attributable to WTW 1,605$ (98)$ Adjusted for certain items: Impairment — 1,042 Amortization 192 226 Restructuring costs — 61 Transaction and transformation 23 409 Provision for specified litigation matter (i) — 13 Net periodic pension and postretirement benefits 46 (64) (Gain)/loss on disposal of operations (40) 337 Tax effect on certain items listed above (ii) (61) (254) Tax effect of significant adjustments (79) (7) Adjusted Net Income 1,686$ 1,665$ Weighted-average ordinary shares, diluted 99 102 Diluted Earnings/(loss) Per Share 16.26$ (0.96)$ Adjusted for certain items: (iii) Impairment — 10.20 Amortization 1.95 2.21 Restructuring costs — 0.60 Transaction and transformation 0.23 4.00 Provision for specified litigation matter (i) — 0.13 Net periodic pension and postretirement benefits 0.47 (0.63) (Gain)/loss on disposal of operations (0.41) 3.30 Tax effect on certain items listed above (ii) (0.62) (2.49) Tax effect of significant adjustments (0.80) (0.07) Adjusted Diluted Earnings Per Share (iii) 17.08$ 16.29$ Years Ended December 31, Adjusted Net Income and Adjusted Diluted EPS YTD © 2026 WTW. All rights reserved. See “WTW Forward - Looking Statements“ above for information about forward - looking statements and cautionary language, including how actual results may differ materially from those in the slide presentation. As reported, USD millions except % 30 (i)  Represents a provision related to potential litigation arising out of a structured insurance program originally placed for a cli ent over 15 years ago. The program is of a type and complexity that was highly bespoke to the client and for that reason is u nli kely to be exactly replicated elsewhere. Because of this, while we do not believe the potential litigation is material, we believe excludin g this matter from adjusted results makes results more comparable from period to period and more representative of our core b usi ness 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.

 

 

wtwco.com Adjusted Income Before Taxes & Adjusted Income Tax Rate QTD As reported, USD millions except % © 2026 WTW. All rights reserved. See “WTW Forward - Looking Statements“ above for information about forward - looking statements and cautionary language, including how actual results may differ materially from those in the slide presentation. 31 (i)   The tax effect was calculated using an effective tax rate for each item. 2025 2024 Income from operations before income taxes and interest in earnings of associates 947$ 1,691$ Adjusted for certain items: Amortization 48 50 Restructuring costs — 32 Transaction and transformation 19 113 Net periodic pension and postretirement benefits (4) 1 Gain on disposal of operations — (853) Adjusted income before taxes 1,010$ 1,034$ Provision for income taxes 197$ 440$ Tax effect on certain items listed above (i) 14$ (222)$ Adjusted income taxes 211$ 218$ U.S. GAAP tax rate 20.8% 26.0% Adjusted income tax rate 20.8% 21.1% Three Months Ended December 31,

 

 

wtwco.com Adjusted Income Before Taxes & Adjusted Income Tax Rate YTD © 2026 WTW. All rights reserved. See “WTW Forward - Looking Statements“ above for information about forward - looking statements and cautionary language, including how actual results may differ materially from those in the slide presentation. 32 (i)   Represents a provision related to potential litigation arising out of a structured insurance program originally placed for a cli ent over 15 years ago. The program is of a type and complexity that was highly bespoke to the client and for that reason is u nli kely to be exactly replicated elsewhere. Because of this, while we do not believe the potential litigation is material, we believe excludin g this matter from adjusted results makes results more comparable from period to period and more representative of our core b usi ness operations. (ii) The tax effect was calculated using an effective tax rate for each item. As reported, USD millions except % 2025 2024 Income from operations before income taxes and interest in earnings of associates 1,953$ 102$ Adjusted for certain items: Impairment — 1,042 Amortization 192 226 Restructuring costs — 61 Transaction and transformation 23 409 Provision for specified litigation matter (i) — 13 Net periodic pension and postretirement benefits 46 (64) (Gain)/loss on disposal of operations (40) 337 Adjusted income before taxes 2,174$ 2,126$ Provision for income taxes 318$ 192$ Tax effect on certain items listed above (ii) 61 254 Tax effect of significant adjustments 79 7 Adjusted income taxes 458$ 453$ U.S. GAAP tax rate 16.3% 188.8% Adjusted income tax rate 21.1% 21.3% Years Ended December 31,

 

 

wtwco.com Free Cash Flow and Free Cash Flow Margin © 2026 WTW. All rights reserved. See “WTW Forward - Looking Statements“ above for information about forward - looking statements and cautionary language, including how actual results may differ materially from those in the slide presentation. 33 As reported, USD millions except % 2025 2024 Cash flows from operating activities 1,775$ 1,512$ Less: Additions to fixed assets and software (229) (245) Free Cash Flow 1,546$ 1,267$ Revenue 9,708$ 9,930$ Free Cash Flow Margin 15.9% 12.8% Years Ended December 31,

 

 

wtwco.com Certain 2024 Non - GAAP Metrics Excluding TRANZACT As reported, USD millions except EPS and % © 2026 WTW. All rights reserved. See “WTW Forward - Looking Statements“ above for information about forward - looking statements and cautionary language, including how actual results may differ materially from those in the slide presentation. 34 1. See Appendix II for recast of historical Non - GAAP financial measures 2. See Appendix III for TRANZACT Standalone Historical Financial Results. 2024 Historical Recast 1 2024 TRANZACT Financials 2 2024 excluding TRANZACT Q1 Q2 Q3 Q4 Full Year Q1 Q2 Q3 Q4 Full Year Q1 Q2 Q3 Q4 Full Year Total revenue 2,341$ 2,265$ 2,289$ 3,035$ 9,930$ 184$ 142$ 137$ 322$ 785$ 2,157$ 2,123$ 2,152$ 2,713$ 9,145$ Adjusted operating income 483 385 414 1,096 2,378 33 12 0 103 148 450 373 414 993 2,230 Adjusted operating margin 20.6% 17.0% 18.1% 36.1% 23.9% 17.8% 8.6% 0.0% 32.1% 18.9% 20.8% 17.5% 19.2% 36.6% 24.4% Adjusted EPS 3.13$ 2.39$ 2.77$ 7.97$ 16.29$ 0.24$ 0.09$ 0.00$ 0.80$ 1.14$ 2.89$ 2.30$ 2.77$ 7.17$ 15.15$ Free Cash Flow (YTD Basis) (36)$ 305$ 724$ 1,267$ 1,267$ 56$ 63$ 40$ (15)$ (15)$ (92)$ 242$ 684$ 1,282$ 1,282$ Free Cash Flow Margin 12.8% (1.9%) 14.0%

 

 

wtwco.com 35 © 2026 WTW. All rights reserved. See “WTW Forward - Looking Statements“ above for information about forward - looking statements and cautionary language, including how actual results may differ materially from those in the slide presentation. Appendix II: Recast of Historical Non - GAAP Measures

 

 

wtwco.com Historical Recast - Adjusted EBITDA and Margin © 2026 WTW. All rights reserved. See “WTW Forward - Looking Statements“ above for information about forward - looking statements and cautionary language, including how actual results may differ materially from those in the slide presentation. 36 (i) Represents a provision related to litigation arising out of a structured insurance program originally placed for a client ove r 1 5 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 . We believe excluding this matter from adjusted results makes results more comparable from period to period and more represe nta tive of our core business operations. $USD Millions except % Q1 Q2 Q3 Q4 Full Year Q1 Q2 Q3 Q4 Full Year Q1 Q2 Q3 Q4 Full Year Net Income/(Loss) 125$ 114$ 192$ 593$ 1,024$ 206$ 96$ 139$ 623$ 1,064$ 194$ 142$ (1,672)$ 1,248$ (88)$ (Income)/loss from discontinued operations, net of tax (11) 46 (8) 13 40 — — — — — — — — — — Provision for/(benefit from) income taxes 43 19 1 131 194 50 24 25 116 215 48 26 (322) 440 192 Interest expense 49 51 54 54 208 54 57 61 63 235 64 68 65 66 263 Impairment 81 — — — 81 — — — — — — — 1,042 — 1,042 Depreciation 66 65 60 64 255 60 64 60 58 242 59 57 60 54 230 Amortization 85 83 71 73 312 71 70 62 60 263 60 60 56 50 226 Restructuring costs 6 56 9 28 99 3 10 17 38 68 18 3 8 32 61 Transaction and transformation 20 38 50 73 181 59 93 113 121 386 125 97 74 113 409 Provision for specified litigation matter (i) — — — — — — — — — — — 13 — — 13 Net periodic pension and postretirement benefits (71) (69) (64) (68) (272) (28) (25) (29) (27) (109) (22) (21) (22) 1 (64) Loss/(gain) on disposal of operations 54 (22) (21) (18) (7) — (3) (41) 1 (43) — — 1,190 (853) 337 Adjusted EBITDA 447$ 381$ 344$ 943$ 2,115$ 475$ 386$ 407$ 1,053$ 2,321$ 546$ 445$ 479$ 1,151$ 2,621$ Net income margin 5.8% 5.6% 9.8% 21.8% 11.5% 9.2% 4.4% 6.4% 21.4% 11.2% 8.3% 6.3% (73.0)% 41.1% (0.9)% Adjusted EBITDA margin 20.7% 18.8% 17.6% 34.6% 23.9% 21.2% 17.9% 18.8% 36.1% 24.5% 23.3% 19.6% 20.9% 37.9% 26.4% 20242022 2023

 

 

wtwco.com Historical Recast - Adjusted Net Income and Adjusted Diluted EPS © 2026 WTW. All rights reserved. See “WTW Forward - Looking Statements“ above for information about forward - looking statements and cautionary language, including how actual results may differ materially from those in the slide presentation. 37 2024 2023 2022 Full Year Q4 Q3 Q2 Q1 Full Year Q4 Q3 Q2 Q1 Full Year Q4 Q3 Q2 Q1 $USD Millions $ (98) $ 1,246 $ (1,675) $ 141 $ 190 $ 1,055 $ 622 $ 136 $ 94 $ 203 $ 1,009 $ 588 $ 190 $ 109 $ 122 NET INCOME/(LOSS) ATTRIBUTABLE TO WTW Adjusted for certain items: — — — — — — — — — — 40 13 (8) 46 (11) (Income)/loss from discontinued operations, net of tax 1,042 — 1,042 — — — — — — — 81 — — — 81 Impairment 226 50 56 60 60 263 60 62 70 71 312 73 71 83 85 Amortization 61 32 8 3 18 68 38 17 10 3 99 28 9 56 6 Restructuring costs 409 113 74 97 125 386 121 113 93 59 181 73 50 38 20 Transaction and transformation 13 — — 13 — — — — — — — — — — — Provision for specified litigation matter (i) (64) 1 (22) (21) (22) (109) (27) (29) (25) (28) (272) (68) (64) (69) (71) Net periodic pension and postretirement benefit credits 337 (853) 1,190 — — (43) 1 (41) (3) — (7) (18) (21) (22) 54 Loss/(gain) on disposal of operations (254) 222 (391) (39) (46) (168) (60) (44) (37) (27) (122) (56) (8) (33) (25) Tax effect on certain items listed above (ii) (7) — — (7) — 2 — — (2) 4 (20) 4 (24) — — Tax effect of significant adjustments $ 1,665 $ 811 $ 282 $ 247 $ 325 $ 1,454 $ 755 $ 214 $ 200 $ 285 $ 1,301 $ 637 $ 195 $ 208 $ 261 Adjusted net income 102 102 102 103 104 106 104 105 107 108 112 109 111 112 118 Weighted - average ordinary shares — diluted (iii) $ (0.96) $ 12.25 $ (16.44) $ 1.36 $ 1.83 $ 9.95 $ 5.97 $ 1.29 $ 0.88 $ 1.88 $ 8.98 $ 5.40 $ 1.72 $ 0.97 $ 1.03 Diluted earnings/(loss) per share (iii) Adjusted for certain items (iv) : — — — — — — — — — — 0.36 0.12 (0.07) 0.41 (0.09) (Income)/loss from discontinued operations, net of tax 10.20 — 10.23 — — — — — — — 0.72 — — — 0.68 Impairment 2.21 0.49 0.55 0.58 0.58 2.48 0.58 0.59 0.65 0.66 2.78 0.67 0.64 0.74 0.72 Amortization 0.60 0.31 0.08 0.03 0.17 0.64 0.36 0.16 0.09 0.03 0.88 0.26 0.08 0.50 0.05 Restructuring costs 4.00 1.11 0.73 0.94 1.21 3.64 1.16 1.07 0.87 0.55 1.61 0.67 0.45 0.34 0.17 Transaction and transformation 0.13 — — 0.13 — — — — — — — — — — — Provision for specified litigation matter (i) (0.63) 0.01 (0.22) (0.20) (0.21) (1.03) (0.26) (0.28) (0.23) (0.26) (2.42) (0.63) (0.58) (0.61) (0.60) Net periodic pension and postretirement benefits 3.30 (8.39) 11.68 — — (0.41) 0.01 (0.39) (0.03) — (0.06) (0.17) (0.19) (0.20) 0.46 Loss/(gain) on disposal of operations (2.49) 2.18 (3.84) (0.38) (0.44) (1.58) (0.58) (0.42) (0.35) (0.25) (1.09) (0.51) (0.07) (0.29) (0.21) Tax effect on certain items listed above (ii) (0.07) — — (0.07) — 0.02 — — (0.02) 0.04 (0.18) 0.04 (0.22) — — Tax effect of significant adjustments $ 16.29 $ 7.97 $ 2.77 $ 2.39 $ 3.13 $ 13.71 $ 7.25 $ 2.03 $ 1.87 $ 2.65 $ 11.57 $ 5.85 $ 1.76 $ 1.85 $ 2.21 Adjusted diluted earnings per share (iv) (i) Represents a provision related to litigation arising out of a structured insurance program originally placed for a client ove r 1 5 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. We believe excluding this matter from adjusted results makes results more comparable from period to period and more r epresentative of our core business operations. (ii) The tax effect was calculated using an effective tax rate for each item. (iii) When there is net loss attributable to WTW for the period, basic and diluted shares and earnings per share are the same value . (iv) Per share values and totals may differ due to rounding.

 

 

wtwco.com Historical Recast - Adjusted Income Tax Rate © 2026 WTW. All rights reserved. See “WTW Forward - Looking Statements“ above for information about forward - looking statements and cautionary language, including how actual results may differ materially from those in the slide presentation. 38 (i)   Represents a provision related to litigation arising out of a structured insurance program originally placed for a client ove r 1 5 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. 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. 2024 2023 2022 Full Year Q4 Q3 Q2 Q1 Full Year Q4 Q3 Q2 Q1 Full Year Q4 Q3 Q2 Q1 $USD Millions except % $ 104 $ 1,688 $ (1,994) $ 168 $ 242 $ 1,279 $ 739 $ 164 $ 120 $ 256 $ 1,258 $ 737 $ 185 $ 179 $ 157 Income/(Loss) from continuing operations before income taxes Adjusted for certain items: 1,042 — 1,042 — — — — — — — 81 — — — 81 Impairment 226 50 56 60 60 263 60 62 70 71 312 73 71 83 85 Amortization 61 32 8 3 18 68 38 17 10 3 99 28 9 56 6 Restructuring costs 409 113 74 97 125 386 121 113 93 59 181 73 50 38 20 Transaction and transformation 13 — — 13 — — — — — — — — — — — Provision for specified litigation matter (i) (64) 1 (22) (21) (22) (109) (27) (29) (25) (28) (272) (68) (64) (69) (71) Net periodic pension and postretirement benefits 337 (853) 1,190 — — (43) 1 (41) (3) — (7) (18) (21) (22) 54 Loss/(gain) on disposal of operations $ 2,128 $ 1,031 $ 354 $ 320 $ 423 $ 1,844 $ 932 $ 286 $ 265 $ 361 $ 1,652 $ 825 $ 230 $ 265 $ 332 Adjusted income before taxes $ 192 $ 440 $ (322) $ 26 $ 48 $ 215 $ 116 $ 25 $ 24 $ 50 $ 194 $ 131 $ 1 $ 19 $ 43 Provision for/(benefit from) income taxes 254 (222) 391 39 46 168 60 44 37 27 122 56 8 33 25 Tax effect on certain items listed above (ii) 7 — — 7 — (2) — — 2 (4) 20 (4) 24 — — Tax effect of significant adjustments $ 453 $ 218 $ 69 $ 72 $ 94 $ 381 $ 176 $ 69 $ 63 $ 73 $ 336 $ 183 $ 33 $ 52 $ 68 Adjusted income taxes 184.7% 26.0% 16.1% 15.6% 19.9% 16.8% 15.7% 15.5% 19.8% 19.5% 15.4% 17.7% 0.7% 10.5% 27.5% U.S. GAAP tax rate 21.3% 21.2% 19.4% 22.4% 22.3% 20.6% 18.9% 24.2% 23.5% 20.1% 20.3% 22.1% 14.7% 19.5% 20.5% Adjusted income tax rate

 

 

wtwco.com Historical Recast – Free Cash Flow © 2026 WTW. All rights reserved. See “WTW Forward - Looking Statements“ above for information about forward - looking statements and cautionary language, including how actual results may differ materially from those in the slide presentation. 39 2024 2023 2022 Year Ended December 31 Nine Months Ended September 30 Six Months Ended June 30 Three Months Ended March 31 Year Ended December 31 Nine Months Ended September 30 Six Months Ended June 30 Three Months Ended March 31 Year Ended December 31 Nine Months Ended September 30 Six Months Ended June 30 Three Months Ended March 31 $USD Millions except % $ 1,512 $ 913 $ 431 $ 24 $ 1,345 $ 823 $ 430 $ 134 $ 812 $ 437 $ 258 $ 21 Cash flows from operating activities (136) (106) (70) (33) (153) (116) (80) (42) (138) (100) (60) (31) Less: Additions to fixed assets and software for internal use (109) (83) (56) (27) (89) (66) (41) (19) (66) (50) (33) (15) Less: Capitalized software costs $ 1,267 $ 724 $ 305 $ (36) $ 1,103 $ 641 $ 309 $ 73 $ 608 $ 287 $ 165 $ (25) Free Cash Flow $ 9,930 $ 9,483 $ 8,866 Revenue 12.8% 11.6% 6.9% Free Cash Flow Margin

 

 

wtwco.com 40 Appendix III: TRANZACT Standalone Historical Financial Results © 2026 WTW. All rights reserved. See “WTW Forward - Looking Statements“ above for information about forward - looking statements and cautionary language, including how actual results may differ materially from those in the slide presentation.

 

 

wtwco.com TRANZACT Standalone Historical Financial Results © 2026 WTW. All rights reserved. See “WTW Forward - Looking Statements“ above for information about forward - looking statements and cautionary language, including how actual results may differ materially from those in the slide presentation. 41 Seasonality The seasonal nature of TRANZACT’s operations creates significant fluctuations in quarterly operating results. Historically, quarterly financial results have been recorded as follows: 23% 24% 22% 18% 20% 8% 18% 22% 41% 34% 70% Revenue Expenses 0% Income Q4 Q3 Q2 Q1 Revenue, Expenses and Income As a % of full year 2024 Full Year $USD million, except % 2022 2023 2024 $742 $805 $785 Revenue $146 $149 $148 Adjusted Operating Income 19.6% 18.5% 18.9% Adjusted Operating Margin $156 $160 $159 Adjusted EBITDA ~($100) ~($20) ~($15) Free Cash Flow

 

 

wtwco.com 42 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 . © 2026 WTW. All rights reserved. See “WTW Forward - Looking Statements“ above for information about forward - looking statements and cautionary language, including how actual results may differ materially from those in the slide presentation.