UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q
(Mark One)
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| ☒ | QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
For the quarterly period ended September 30, 2021
OR
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| ☐ | TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
For the transition period from to
Commission File Number: 001-16503
WILLIS TOWERS WATSON PUBLIC LIMITED COMPANY
(Exact name of registrant as specified in its charter)
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| Ireland (Jurisdiction of incorporation or organization) | | 98-0352587 (I.R.S. Employer Identification No.) |
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| c/o Willis Group Limited 51 Lime Street, London EC3M 7DQ, England (Address of principal executive offices) | | (011) 44-20-3124-6000 (Registrant’s telephone number, including area code) |
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class | | Trading Symbol(s) | | Name of each exchange on which registered |
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| Ordinary Shares, nominal value $0.000304635 per share | | WLTW | | NASDAQ Global Select Market |
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☑ No ☐
Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ☑ No ☐
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, smaller reporting company, or an emerging growth company. See the definitions of ‘large accelerated filer’, ‘accelerated filer’, ‘smaller reporting company’, and ‘emerging growth company’ in Rule 12b-2 of the Exchange Act.
| Large accelerated filer | ☑ | Accelerated filer | ☐ | Non-accelerated filer | ☐ | Smaller reporting company | ☐ |
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| 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. ☐
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No ☑
As of October 26, 2021, there were outstanding 124,606,097 ordinary shares, nominal value $0.000304635 per share, of the registrant.
WILLIS TOWERS WATSON
INDEX TO FORM 10-Q
For the Three and Nine Months Ended September 30, 2021
Certain Definitions
The following definitions apply throughout this quarterly report unless the context requires otherwise:
| ‘We’, ‘Us’, ‘Company’, ‘Willis Towers Watson’, ‘Our’, ‘Willis Towers Watson plc’ or ‘WTW’ | | Willis Towers Watson Public Limited Company, a company organized under the laws of Ireland, and its subsidiaries |
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| ‘shares’ | | The ordinary shares of Willis Towers Watson Public Limited Company, nominal value $0.000304635 per share |
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| ‘Willis’ | | Willis Group Holdings Public Limited Company and its subsidiaries, predecessor to Willis Towers Watson, prior to the Merger |
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| ‘Towers Watson’ | | Towers Watson & Co. and its subsidiaries |
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| ‘Merger’ | | Merger of Willis Group Holdings Public Limited Company and Towers Watson & Co. pursuant to the Agreement and Plan of Merger, dated June 29, 2015, as amended on November 19, 2015, and completed on January 4, 2016 |
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| ‘Miller’ | | Miller Insurance Services LLP and its subsidiaries |
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| ‘TRANZACT’ | | CD&R TZ Holdings, Inc. and its subsidiaries, doing business as TRANZACT |
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| ‘U.S.’ | | United States |
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| ‘U.K.’ | | United Kingdom |
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| ‘Brexit’ | | The United Kingdom’s exit from the European Union, which occurred on January 31, 2020. |
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| ‘E.U.’ | | European Union or European Union 27 (the number of member countries following the United Kingdom’s exit) |
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| ‘U.S. GAAP’ | | United States Generally Accepted Accounting Principles |
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| ‘FASB’ | | Financial Accounting Standards Board |
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| ‘ASU’ | | Accounting Standards Update |
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| ‘ASC’ | | Accounting Standards Codification |
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| ‘SEC’ | | United States Securities and Exchange Commission |
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Disclaimer Regarding Forward-looking Statements
We have included in this document ‘forward-looking statements’ within the meaning of Section 27A of the Securities Act of 1933, and Section 21E of the Securities Exchange Act of 1934, which are intended to be covered by the safe harbors created by those laws. These forward-looking statements include information about possible or assumed future results of our operations. 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 impact of the COVID-19 pandemic on our business, impact of the termination of the business combination with Aon plc and the divestitures contemplated in connection therewith, future capital expenditures, ongoing working capital efforts, future share repurchases, financial results (including our revenue), the impact of changes to tax laws on our financial results, existing and evolving business strategies and acquisitions and dispositions, demand for our services and competitive strengths, goals, the benefits of new initiatives, growth of our business and operations, our ability to successfully manage ongoing organizational and technology changes, including investments in improving systems and processes, and plans and references to future successes, including our future financial and operating results, plans, objectives, expectations and intentions are forward-looking statements. Also, when we use words such as ‘may,’ ‘will,’ ‘would,’ ‘anticipate,’ ‘believe,’ ‘estimate,’ ‘expect,’ ‘intend,’ ‘plan,’ ‘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; |
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| • | changes in demand for our services, including any decline in consulting services, defined benefit pension plans or the purchasing of insurance; |
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| • | the risks related to changes in general economic, business and political conditions, including changes in the financial markets and inflation; |
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| • | the risks relating to the adverse impact of the ongoing COVID-19 pandemic on the demand for our products and services, our cash flows and our business operations, including increased demand on our information technology resources and systems and related risks of cybersecurity breaches or incidents; |
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| • | the risks relating to or arising from the termination of the business combination with Aon plc announced in March 2020 and the divestitures contemplated in connection therewith, including, among others, risks relating to the impact of such terminations on relationships, including with suppliers, customers, employees and regulators, risks relating to litigation in connection with the business combination and the impact of the costs of the business combination that will be borne by us, despite the business combination being terminated and the income receipt of the termination fee and its estimated income tax impact; |
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| • | our ability to consummate the transaction with Arthur J. Gallagher & Co. in the expected timeframe, or at all, and related risks; |
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| • | significant competition that we face and the potential for loss of market share and/or profitability; |
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| • | the impact of seasonality, differences in timing of renewals and non-recurring revenue increases from disposals and book-of-business sales; |
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| • | the failure to protect client data or breaches of information systems or insufficient safeguards against cybersecurity breaches or incidents; |
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| • | 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; |
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| • | the risk of substantial negative outcomes on existing litigation or investigation matters; |
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| • | changes in the regulatory environment in which we operate, including, among other risks, the impacts of pending competition law and regulatory investigations; |
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| • | various claims, government inquiries or investigations or the potential for regulatory action; |
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| • | our ability to make divestitures or acquisitions and our ability to integrate or manage such acquired businesses; |
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| • | our ability to successfully hedge against fluctuations in foreign currency rates; |
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| • | our ability to integrate direct-to-consumer sales and marketing solutions with our existing offerings and solutions; |
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| • | our ability to comply with complex and evolving regulations related to data privacy and cyber security; |
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| • | our ability to successfully manage ongoing organizational changes, including investments in improving systems and processes; |
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| • | disasters or business continuity problems; |
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| • | our ability to successfully enhance our billing, collection and other working capital efforts, and thereby increase our free cash flow; |
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| • | the potential impact of the anticipated replacement of the London Interbank Offered Rate (‘LIBOR’); |
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| • | our ability to properly identify and manage conflicts of interest; |
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| • | reputational damage, including from association with third parties; |
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| • | reliance on third-party services; |
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| • | the loss of key employees or a large number of employees; |
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| • | doing business internationally, including the impact of exchange rates; |
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| • | compliance with extensive government regulation; |
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| • | the risk of sanctions imposed by governments, or changes to associated sanction regulations; |
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| • | our ability to effectively apply technology, data and analytics changes for internal operations, maintaining industry standards and meeting client preferences; |
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| • | changes and developments in the insurance industry or the U.S. healthcare system, including those related to Medicare and any policy changes from the new Presidential administration and legislative actions from the current U.S. Congress; |
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| • | the inability to protect the Company’s intellectual property rights, or the potential infringement upon the intellectual property rights of others; |
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| • | fluctuations in our pension assets and liabilities; |
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| • | 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; |
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| • | our ability to obtain financing on favorable terms or at all; |
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| • | adverse changes in our credit ratings; |
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| • | the impact of recent or potential changes to U.S. or foreign tax laws, including on our effective tax rate, and the enactment of additional, or the revision of existing, state, federal, and/or foreign regulatory and tax laws, development of case law, regulations and any policy changes from the new Presidential administration and legislative actions from the current U.S. Congress; |
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| • | U.S. federal income tax consequences to U.S. persons owning at least 10% of our shares; |
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| • | changes in accounting principles, estimates or assumptions; |
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| • | fluctuation in revenue against our relatively fixed or higher than expected expenses; |
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| • | 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 |
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| • | our holding company structure potentially preventing us from being able to receive dividends or other distributions in needed amounts from our subsidiaries. |
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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.willistowerswatson.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.
PART I. FINANCIAL INFORMATION
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