Item 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

This discussion includes forward-looking statements. See ‘Disclaimer Regarding Forward-looking Statements’ for certain cautionary information regarding forward-looking statements and a list of factors that could cause actual results to differ materially from those predicted in those statements.

This discussion includes references to non-GAAP financial measures as defined in the rules of the SEC. We present such non-GAAP financial measures, specifically, adjusted, constant currency and organic non-GAAP financial measures, as we believe such information is of interest to the investment community because it provides additional meaningful methods of evaluating certain aspects of the Company’s operating performance from period to period on a basis that may not be otherwise apparent under U.S. GAAP, and these provide a measure against which our businesses may be assessed in the future.

See ‘Non-GAAP Financial Measures’ below for further discussion of our adjusted, constant currency and organic non-GAAP financial measures.

Executive Overview

Impact of Market Conditions on Our Business

Typically, our business benefits from regulatory change, political risk or economic uncertainty. Insurance broking generally tracks the economy, but demand for both insurance broking and advisory services usually remains steady during times of uncertainty. We have some businesses, such as our health and benefits and administration businesses, which can be counter cyclical during the early period of a significant economic change.

Within our insurance and brokerage business, due to the cyclical nature of the insurance market and the impact of other market conditions on insurance premiums, commission revenue may vary widely between accounting periods. A period of low or declining premium rates, generally known as a ‘soft’ or ‘softening’ market, generally leads to downward pressure on commission revenue and can have a material adverse impact on our revenue and operating margin. A ‘hard’ or ‘firming’ market, during which premium rates rise, generally has a favorable impact on our revenue and operating margin. Rates, however, vary by geography, industry and client segment. As a result, and due to the global and diverse nature of our business, we view rates in the aggregate. Overall, at the time of filing this Quarterly Report, we are seeing a softening market.

Market conditions in the broking industry in which we operate are generally defined by factors such as the strength of the various geographical economies which we serve around the world, insurance rate movements, and insurance and reinsurance buying patterns of our clients.

The markets for our advisory, technology and solutions, and marketplace services are affected by economic, regulatory and legislative changes, technological developments, and increased competition from established and new competitors. We believe that the primary factors in selecting a company with expertise in human resources or risk management include reputation, the ability to provide measurable increases to shareholder value and return on investment, global scale, quality of service and the ability to tailor services to clients’ unique needs. In that regard, we are focused on developing and implementing technology, data and analytic solutions for both internal operations and for maintaining industry standards and meeting client preferences. We have made such investments from time to time and may decide, based on perceived business needs, to make investments in the future that may be different from past practice or our current expectations.

With regard to the market for exchanges, we believe that clients base their decisions on a variety of factors that include the role of health care coverage in recruiting/retaining employees and transitioning employees to retirement, the availability of price competitive individual insurance policies, the array of coverage choices available through the exchange provider and its ability to deliver measurable cost savings for corporate clients, and to both execute efficiently and deliver high quality service. Since the individual insurance market for Medicare policies is well-established and a significant portion of corporate employers have already implemented an exchange for their Medicare retirees, growth in this population segment will be derived from public employers and educational and other not-for-profit institutions. This growth may be more episodic in nature. Growth in other population segments is likely to remain low unless a more competitive individual insurance market emerges for these segments.

Risks and Uncertainties of the Economic Environment

U.S. and global markets are continuing to experience uncertainty, volatility and disruption as a result of uncertain macroeconomic conditions including tariff actions and uncertainties relating to global trade, fluctuations in currency exchange rates, volatility in debt and equity markets, uncertainty around interest rates, softening consumer confidence and labor markets, changes in U.S. policies across a broad range of areas and the speed with which such changes are or may be implemented, and the geopolitical conflicts and tensions in Russia, Ukraine and the Middle East. Although the length and impact of these situations are highly

unpredictable, the ongoing uncertainty and volatility of the global economy and capital markets, which has resulted in persistent inflation and fluctuating interest rates in many of the markets in which we operate, could accelerate recessionary pressures and continue to lead to further market disruptions. Further, in addition to the direct impact of the continuing dynamic tariff environment on our business (which we do not expect to be significant, so long as retaliatory actions do not extend to services), the global tariff landscape continues to shift rapidly, creating uncertainty for the business. This uncertainty may be exacerbated by U.S. legislation and other U.S. federal government actions, including the recent decision of the U.S. Supreme Court striking down tariffs imposed under the International Emergency Economic Powers Act. Additionally, indirect impacts from changes in tariffs and other legislative or regulatory developments, such as changes in consumer sentiment, trade relations, economic activity, disruption of U.S. federal government operations, willingness to do business with U.S.-listed firms, inflationary pressures and employee distraction, among others, could also negatively affect our business, operations and financial condition.

These general economic conditions, including inflation, stagflation, political volatility, supply chain disruptions, costs of labor, cost of capital, interest rates, bank stability, credit availability and tax rates, affect not only the cost of and access to liquidity, but also our costs to run and invest in our business, including our operating and general and administrative expenses, and we have no control or limited ability to control such factors. These general economic conditions impact revenue from customers, as well as income from funds we hold on behalf of customers and pension-related income. While parts of our business could benefit from uncertainty or regulatory change, we may see increased caution in spending on services we provide that are more discretionary in nature or where there are alternatives, such as self-insurance. Other parts of our business, such as M&A-related services, may be adversely impacted when there is lower economic activity or transaction volumes.

If our costs grow significantly in excess of our ability to raise revenue, whether as a result of the foregoing global economic factors or otherwise, our margins and results of operations may be materially and adversely impacted and we may not be able to achieve our strategic and financial objectives.

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

Financial Statement Overview

The table below sets forth our summarized condensed consolidated statements of comprehensive income and data as a percentage of revenue for the periods indicated.

		Three Months Ended March 31,
		2026								2025
		($ in millions, except per share data)
Revenue		$	2,412				100	%		$	2,223				100	%
Costs of providing services
Salaries and benefits			1,434				59	%			1,324				60	%
Other operating expenses			385				16	%			365				16	%
Depreciation			56				2	%			54				2	%
Amortization			48				2	%			48				2	%
Transaction and integration expenses			41				2	%			—				—	%
Total costs of providing services			1,964								1,791
Income from operations			448				19	%			432				19	%
Interest expense			(77	)			(3	)%			(65	)			(3	)%
Other income/(loss), net			5				—	%			(64	)			(3	)%
INCOME FROM OPERATIONS BEFORE INCOME TAXES AND INTEREST IN EARNINGS OF ASSOCIATES			376				16	%			303				14	%
Provision for income taxes			(70	)			(3	)%			(65	)			(3	)%
Interest in earnings of associates, net of tax			(3	)			—	%			1				—	%
Income attributable to non-controlling interests			(6	)			—	%			(4	)			—	%
NET INCOME ATTRIBUTABLE TO WTW		$	297				12	%		$	235				11	%
Diluted earnings per share		$	3.10							$	2.33

Consolidated Revenue

Revenue for the three months ended March 31, 2026 was $2.4 billion, compared to $2.2 billion for the three months ended March 31, 2025, an increase of $189 million, or 8%, on an as-reported basis. Adjusting for the impacts of foreign currency and acquisitions and disposals, our organic revenue growth was 3% for the three months ended March 31, 2026. For additional information, please see the section entitled ‘Segment Revenue and Segment Operating Income’ elsewhere within Part I, Item 2 of this Quarterly Report on Form 10-Q.

Our revenue can be materially impacted by changes in currency conversions, which can fluctuate significantly over the course of a calendar year. For the three months ended March 31, 2026, currency translation increased our as-reported consolidated revenue by $100 million. The primary currencies driving this change were the Euro and Pound Sterling.

The following table details our top five markets based on the percentage of consolidated revenue (in U.S. dollars) from the countries where work was performed for the three months ended March 31, 2026. These figures do not represent the currency of the related revenue, which is presented in the next table.

Geographic Region		% of Revenue
United States			41	%
United Kingdom			21	%
France			8	%
Germany			4	%
Canada			3	%

The table below details the approximate percentage of our revenue and expenses by transactional currency for the three months ended March 31, 2026.

Transactional Currency		Revenue				Expenses (i)
U.S. dollars			48	%			46	%
Pounds sterling			13	%			20	%
Euro			22	%			15	%
Other currencies			17	%			19	%

(i)

These percentages exclude certain expenses 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. These items include amortization of intangible assets.

The following table sets forth the total revenue for the three months ended March 31, 2026 and 2025, and the components of the change in total revenue for the three months ended March 31, 2026, as compared to the prior-year period. The components of the revenue change may not add due to rounding.

												Components of Revenue Change
										As		Less:		Constant		Less:
		Three Months Ended March 31,								Reported		Currency		Currency		Acquisitions/		Organic
		2026				2025				Change		Impact		Change		Divestitures		Change (i)
		($ in millions)
Revenue		$	2,412			$	2,223			8%		5%		4%		1%		3%

(i)

Interest income did not contribute to organic change for the three months ended March 31, 2026.

Definitions of Constant Currency Change and Organic Change are included under the section entitled ‘Non-GAAP Financial Measures’ elsewhere within Part I, Item 2 of this Form 10-Q.

Segment Revenue and Segment Operating Income

The segment descriptions below should be read in conjunction with the full descriptions of our businesses contained in Part I, Item 1. ‘Business’, within our Annual Report on Form 10-K, filed with the SEC on February 25, 2026.

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

The Company experiences seasonal fluctuations in its revenue. Revenue is typically higher during the Company’s first and fourth quarters due primarily to the timing of broking-related activities.

For each table presented below, the components of the revenue change may not add due to rounding.

Health, Wealth & Career

The Health, Wealth & Career (‘HWC’) segment provides an array of advice, broking, solutions and technology for employee benefit plans, institutional investors, compensation and career programs, and the employee experience overall. Our portfolio of services supports the interrelated challenges that the management teams of our clients face across human resources and finance.

HWC is the larger of the two segments of the Company. Addressing four key areas, Health, Wealth, Career and Benefits Delivery & Outsourcing (‘BD&O’), the segment is focused on addressing our clients’ people and risk needs to help them succeed in a global marketplace.

The following table sets forth HWC revenue for the three months ended March 31, 2026 and 2025, and the components of the change in revenue for the three months ended March 31, 2026 from the three months ended March 31, 2025.

												Components of Revenue Change
										As		Less:		Constant		Less:
		Three Months Ended March 31,								Reported		Currency		Currency		Acquisitions/		Organic
		2026				2025				Change		Impact		Change		Divestitures		Change
		($ in millions)
Segment revenue excluding interest income		$	1,257			$	1,158			9%		4%		5%		2%		3%
Interest income			8				7
Total segment revenue		$	1,265			$	1,165			9%		4%		5%		2%		3%
Segment operating income		$	346			$	311

HWC segment revenue for the three months ended March 31, 2026 and 2025 was $1.3 billion and $1.2 billion, respectively. Health delivered organic revenue growth driven by strong performance across international markets driven by new business wins and renewals. Wealth generated organic revenue growth supported by higher levels of retirement work across all regions, alongside growth in the Investments business. Career organic revenue declined as clients deferred discretionary work amid geopolitical uncertainty in the Middle East. Career also saw clients delaying projects with a moderation in advisory-related demand in North America, partially offset by growth outside North America. BD&O organic revenue declined modestly, as expanded projects and administration engagements in Outsourcing were offset by lower commissions in Individual Marketplace.

HWC segment operating income for the three months ended March 31, 2026 and 2025 was $346 million and $311 million, respectively. HWC segment operating income increased primarily due to improved operating leverage and expense discipline.

Risk & Broking

The Risk & Broking (‘R&B’) segment provides a broad range of risk advice, insurance brokerage and consulting services to clients worldwide ranging from small businesses to multinational corporations. The segment comprises two primary businesses - Corporate Risk & Broking and Insurance Consulting and Technology.

The following table sets forth R&B revenue for the three months ended March 31, 2026 and 2025, and the components of the change in revenue for the three months ended March 31, 2026 from the three months ended March 31, 2025.

												Components of Revenue Change
										As		Less:		Constant		Less:
		Three Months Ended March 31,								Reported		Currency		Currency		Acquisitions/		Organic
		2026				2025				Change		Impact		Change		Divestitures		Change
		($ in millions)
Segment revenue excluding interest income		$	1,091			$	1,005			9%		6%		3%		1%		2%
Interest income			25				22
Total segment revenue		$	1,116			$	1,027			9%		6%		3%		1%		2%
Segment operating income		$	252			$	226

R&B segment revenue for the three months ended March 31, 2026 and 2025 was $1.1 billion and $1.0 billion, respectively. Corporate Risk & Broking had organic revenue growth driven by new business activity and strong client retention globally. Insurance Consulting and Technology delivered organic revenue growth primarily from strong software sales in the Technology practice.

R&B segment operating income for the three months ended March 31, 2026 and 2025 was $252 million and $226 million, respectively. R&B segment operating income increased primarily due to expense discipline and the impact of foreign exchange.

Costs of Providing Services

Total costs of providing services for the three months ended March 31, 2026 were $2.0 billion, compared to $1.8 billion for the three months ended March 31, 2025, an increase of $173 million, or 10%. See the following discussion for further details.

Salaries and Benefits

Salaries and benefits for the three months ended March 31, 2026 were $1.4 billion, compared to $1.3 billion for the three months ended March 31, 2025, an increase of $110 million. The increase in the current year is primarily due to higher salary expense, driven by annual salary increases, and higher benefit costs, primarily increased medical expenses, for the current year.

Salaries and benefits, as a percentage of revenue, represented 59% and 60% for the three months ended March 31, 2026 and 2025, respectively.

Other Operating Expenses

Other operating expenses for the three months ended March 31, 2026 were $385 million, compared to $365 million for the three months ended March 31, 2025, an increase of $20 million. The increase was primarily due to higher professional services costs and increased local office expenses, partially offset by lower non-income-related tax expense for the current year as compared to the prior year.

Depreciation

Depreciation for the three months ended March 31, 2026 was $56 million, compared to $54 million for the three months ended March 31, 2025, an increase of $2 million. The year-over-year increase was due to a higher depreciable base of assets resulting from additional assets placed in service during 2026.

Amortization

Amortization for both the three months ended March 31, 2026 and 2025 was $48 million. Our intangible amortization is generally more heavily weighted to the initial years of the useful lives of the related intangibles, and therefore amortization related to intangible assets will begin to increase over time as a result of our recent and proposed acquisitions.

Transaction and Integration Expenses

Transaction and integration expenses for the three months ended March 31, 2026 were $41 million and primarily included transaction-related costs and incremental share-based compensation attributable to our Newfront acquisition completed during the first quarter of 2026. See Note 3 — Acquisitions and Note 17 — Share-based Compensation for more information.

Income from Operations

Income from operations for the three months ended March 31, 2026 was $448 million, compared to $432 million for the three months ended March 31, 2025, an increase of $16 million. This increase resulted primarily from higher revenue in the current year, partially offset by increased salary expense and benefits costs, and higher transaction and integration expense in the current year, as compared to the prior year.

Interest Expense

Interest expense for the three months ended March 31, 2026 was $77 million, compared to $65 million for the three months ended March 31, 2025, an increase of $12 million. This increase was primarily due to new senior notes issued by the Company during the fourth quarter of 2025.

Other Income/(Loss), Net

Other income/(loss), net for the three months ended March 31, 2026 was income of $5 million, compared to a loss of $64 million for the three months ended March 31, 2025, an increase of $69 million. The increase was due primarily to higher pension income, which resulted from the absence of a significant non-recurring pension settlement cost recognized in the prior year.

Provision for Income Taxes

Provision for income taxes for the three months ended March 31, 2026 was $70 million, compared to $65 million for the three months ended March 31, 2025, an increase of $5 million. The effective tax rate was 18.6% for the three months ended March 31, 2026, and 21.5% for the three months ended March 31, 2025. These effective tax rates are calculated using extended values from our condensed consolidated statements of comprehensive income and are therefore more precise tax rates than can be calculated from rounded values. The current-year effective tax rate is lower primarily due to a discrete tax benefit in the U.K. related to deferred revenue.

Net Income Attributable to WTW

Net income attributable to WTW for the three months ended March 31, 2026 was $297 million, compared to $235 million for the three months ended March 31, 2025, an increase of $62 million. This increase resulted primarily from higher revenue in the current year and higher pension income, partially offset by increased salary expense and benefits costs, and higher transaction and integration expense in the current year as compared to the prior year.

Liquidity and Capital Resources

Executive Summary

Our principal sources of liquidity are funds generated by operating activities, available cash and cash equivalents, amounts available under our revolving credit facility and delayed draw term loan and any new debt offerings.

There has been significant volatility in financial markets, including occasional declines in equity markets, inflation and changes in interest rates and reduced liquidity on a global basis and we expect this volatility could continue, all of which may impact our access to liquidity.

Based on our current balance sheet and cash flows, current market conditions and information available to us at this time, we believe that the Company has access to sufficient liquidity to meet our cash needs for the next twelve months. Including our cash generated from operations, our liquidity also includes all of the borrowing capacity available to draw against our $1.5 billion revolving credit facility and $225 million available to draw against our recently-acquired $775 million delayed draw term loan (the ‘DDTL’). During the first quarter of 2026, we used the net proceeds from our December 2025 $1.0 billion senior notes offering, after deducting underwriter discounts and commissions and estimated offering expenses, to pay the consideration, and related fees, costs and expenses, for our acquisition of Newfront Insurance Holdings, Inc. (‘Newfront’), which was completed on January 27, 2026. In addition, we used borrowings against our DDTL, along with cash on hand, to repay in full the $550 million aggregate principal amount of the 4.400% senior notes due 2026 and related accrued interest (see Note 3 — Acquisitions and Note 9 — Debt within Part I, Item 1 ‘Financial Statements’ of this Quarterly Report on Form 10-Q).

Under our minority ownership interest in a joint venture with Bain Capital, in connection with which we re-entered the reinsurance broking space during the fourth quarter of 2024, we have an option to acquire a controlling interest in the joint venture in the future. Given the initial funding needs of a start-up venture, we expect to make certain capital contributions from time to time resulting in a reduction to earnings until such time as the joint venture generates sufficient revenue to be profitable.

During the first quarter of 2026, we repurchased $300 million of our outstanding shares and have authorization to repurchase an additional $992 million under our share repurchase program (as further described below under ‘Share Repurchase Program’). We consider many factors, including market and economic conditions, applicable legal requirements and other business considerations, when considering whether to repurchase shares. Our Share Repurchase Program has no termination date and may be suspended or discontinued at any time.

Events that could change the historical cash flow dynamics discussed above include significant changes in operating results, potential future acquisitions or divestitures, material changes in geographic sources of cash, unexpected adverse impacts from litigation or tax or regulatory matters, or future pension funding during periods of severe downturn in the capital markets.

Undistributed Earnings of Foreign Subsidiaries

The Company recognizes deferred tax balances related to the undistributed earnings of subsidiaries when it expects that it will recover those undistributed earnings in a taxable manner, such as through receipt of dividends or sale of the investments. We continue to have certain subsidiaries whose earnings have not been deemed permanently reinvested, for which we have been accruing estimates of the tax effects of such repatriation. Excluding these certain subsidiaries, the Company has not provided for deferred taxes on outside basis differences in our investments, as these outside basis differences can either be repatriated in a nontaxable manner or are considered permanently reinvested. If future events, including material changes in estimates of cash, working capital, long-term investment requirements or additional legislation, necessitate that these earnings be distributed, an additional provision for income and foreign

withholding taxes, net of credits, may be necessary. Other potential sources of cash may be through the settlement of intercompany loans or return of capital distributions in a tax-efficient manner.

Cash and Cash Equivalents

Our cash and cash equivalents at March 31, 2026 totaled $1.9 billion, compared to $3.1 billion at December 31, 2025. The significant change in cash from December 31, 2025 to March 31, 2026 was primarily due to cash outflows of $792 million associated with our Newfront acquisition, $300 million of share repurchases and $88 million of dividend payments.

Additionally, at March 31, 2026 and December 31, 2025, we had all of the borrowing capacity available to draw against our $1.5 billion revolving credit facility and $225 million available to draw against our recently-acquired $775 million DDTL.

Included within cash and cash equivalents at March 31, 2026 and December 31, 2025 are amounts held for regulatory capital adequacy requirements, including $85 million and $105 million, respectively, within our regulated U.K. entities.

Summarized Condensed Consolidated Cash Flows

The following table presents the summarized condensed consolidated cash flow information for the three months ended March 31, 2026 and 2025:

		Three Months Ended March 31,
		2026				2025
		(in millions)
Net cash (used in)/from:
Operating activities		$	(10	)		$	(35	)
Investing activities			(840	)			(84	)
Financing activities			(203	)			24
DECREASE IN CASH, CASH EQUIVALENTS AND RESTRICTED CASH (i)			(1,053	)			(95	)
Effect of exchange rate changes on cash, cash equivalents and restricted cash			(29	)			80
CASH, CASH EQUIVALENTS AND RESTRICTED CASH, BEGINNING OF PERIOD (i)			6,487				4,998
CASH, CASH EQUIVALENTS AND RESTRICTED CASH, END OF PERIOD (i)		$	5,405			$	4,983

(i)

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

Cash Flows Used In Operating Activities

Cash flows used in operating activities were $10 million for the three months ended March 31, 2026, compared to cash flows used in operating activities of $35 million for the three months ended March 31, 2025. The $10 million of net cash used in operating activities for the three months ended March 31, 2026 included net income of $303 million and $157 million of favorable non-cash adjustments, partially offset by unfavorable changes in operating assets and liabilities of $470 million. The increase was primarily due to operating margin expansion and the abatement of remaining Transformation program cash outflows (this program was completed in December 2024), offset by increased transaction and integration expenses in the current year as compared to the prior year.

The $35 million of net cash used in operating activities for the three months ended March 31, 2025 included net income of $239 million and $238 million of favorable non-cash adjustments, partially offset by unfavorable changes in operating assets and liabilities of $512 million.

Cash Flows Used In Investing Activities

Cash flows used in investing activities for the three months ended March 31, 2026 were $840 million as compared to $84 million for the three months ended March 31, 2025. The cash flows used in investing activities in the current year were primarily driven by the acquisition of Newfront, as well as capital expenditures, including software additions, partially offset by the sales of available-for-sale securities. The cash flows used in investing activities in the prior year consisted primarily of capital expenditures, including software additions, and purchases of available-for-sale securities.

Cash Flows (Used In)/From Financing Activities

Cash flows used in financing activities for the three months ended March 31, 2026 were $203 million. The significant financing activities included repayments of debt of $551 million, share repurchases of $300 million and dividend payments of $88 million, partially offset by borrowings of other debt of $549 million and net proceeds from fiduciary funds held for clients of $192 million.

Cash flows from financing activities for the three months ended March 31, 2025 were $24 million. The significant financing activities included net proceeds from fiduciary funds held for clients of $315 million, partially offset by share repurchases of $200 million and dividend payments of $88 million.

Indebtedness

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

		March 31, 2026				December 31, 2025
		($ in millions)
Long-term debt		$	6,304			$	5,756
Current debt			—				550
Total debt		$	6,304			$	6,306
Total WTW shareholders’ equity		$	7,977			$	7,976
Capitalization ratio			44.1	%			44.2	%

For more information regarding our current and long-term debt, please see ‘Supplemental Guarantor Financial Information’ elsewhere within Part I, Item 2 of this Quarterly Report on Form 10-Q.

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

Fiduciary Funds

As an intermediary, we hold funds, generally in a fiduciary capacity, for the account of third parties, typically as the result of premiums received from clients that are in transit to insurers and claims due to clients that are in transit from insurers. We also hold funds for clients of our benefits account businesses, some of which are invested in open-ended mutual funds as directed by the participant. These fiduciary funds are included in fiduciary assets on our condensed consolidated balance sheets. We present the equal and corresponding fiduciary liabilities related to these fiduciary funds representing amounts or claims due to our clients or premiums due on their behalf to insurers on our condensed consolidated balance sheets.

Fiduciary funds are generally required to be kept in regulated bank accounts subject to guidelines which emphasize capital preservation and liquidity; such funds are not available to service the Company’s debt or for other corporate purposes. Notwithstanding the legal relationships with clients and insurers, the Company is entitled to retain investment income earned on certain of these fiduciary funds in accordance with industry custom and practice and, in some cases, as supported by agreements with insureds.

At March 31, 2026 and December 31, 2025, we had fiduciary funds of $4.0 billion and $3.8 billion, respectively.

Share Repurchase Program

The Company is authorized to repurchase shares, by way of redemption or otherwise, and will consider whether to do so from time to time, based on many factors, including market conditions. There are no expiration dates for our repurchase plans or programs.

On September 16, 2025, the board of directors approved a $1.5 billion increase to the existing share repurchase program. This increase brought the total approved authorization, since the announcement of the program on April 20, 2016, to $11.7 billion.

At March 31, 2026, approximately $992 million remained on the current repurchase authority. The maximum number of shares that could be repurchased based on the closing price of our ordinary shares on March 31, 2026 of $290.70 was 3,411,739.

During the three months ended March 31, 2026, the Company had the following share repurchase activity:

			Three Months Ended March 31, 2026
Shares repurchased				1,014,334
Average price per share			$295.73
Aggregate repurchase cost (excluding broker costs)			$300 million

Capital Commitments

The Company’s capital expenditures for fixed assets and software were $55 million during the three months ended March 31, 2026. The Company estimates that there will be additional such expenditures in the range of $170 million to $195 million during the remainder of 2026. We currently expect cash from operations to adequately provide for these cash needs. There have been no material changes to our capital commitments since December 31, 2025.

Dividends

Total cash dividends of $88 million were paid during the three months ended March 31, 2026. In February 2026, the board of directors approved a quarterly cash dividend of $0.96 per share ($3.84 per share annualized rate), which was paid on April 15, 2026 to shareholders of record as of March 31, 2026.

Supplemental Guarantor Financial Information

As of March 31, 2026, WTW has issued the following debt securities (the ‘notes’):

a)

Willis North America Inc. (‘Willis North America’) has approximately $5.5 billion senior notes outstanding, of which $1.0 billion were issued on September 10, 2018, $1.0 billion were issued on September 10, 2019, $275 million were issued on May 29, 2020, $750 million were issued on May 19, 2022, $750 million were issued on May 17, 2023, $750 million were issued on March 5, 2024 and $1.0 billion were issued on December 22, 2025, and has $550 million outstanding under a $775 million DDTL; and

b)

Trinity Acquisition plc has approximately $275 million senior notes outstanding, which were issued on August 15, 2013, and a $1.5 billion revolving credit facility, on which no balance was outstanding at March 31, 2026.

The following table presents a summary of the entities that issue each note and those wholly-owned subsidiaries of the Company that guarantee each respective note on a joint and several basis as of March 31, 2026. These subsidiaries are all consolidated by Willis Towers Watson plc (the ‘parent company’) and together with the parent company comprise the ‘Obligor group’.

Entity		Trinity Acquisition plc Notes		Willis North America Inc. Notes
Willis Towers Watson plc		Guarantor		Guarantor
Trinity Acquisition plc		Issuer		Guarantor
Willis North America Inc.		Guarantor		Issuer
Willis Investment UK Holdings Limited		Guarantor		Guarantor
Willis Group Limited		Guarantor		Guarantor
Willis Towers Watson Sub Holdings Unlimited Company		Guarantor		Guarantor

The notes issued by Willis North America and Trinity Acquisition plc:

rank equally with all of the issuer’s existing and future unsubordinated and unsecured debt;

rank equally with the issuer’s guarantee of all of the existing senior debt of the Company and the other guarantors, including any debt under the $1.5 billion revolving credit facility and any debt under the DDTL;

are senior in right of payment to all of the issuer’s future subordinated debt; and

are effectively subordinated to all of the issuer’s secured debt to the extent of the value of the assets securing such debt.

All other subsidiaries of the parent company are non-guarantor subsidiaries (‘the non-guarantor subsidiaries’).

Each member of the Obligor group has only a stockholder’s claim on the assets of the non-guarantor subsidiaries. This stockholder’s claim is junior to the claims that creditors have against those non-guarantor subsidiaries. Holders of the notes will only be creditors of the Obligor group and not creditors of the non-guarantor subsidiaries. As a result, all of the existing and future liabilities of the non-guarantor subsidiaries, including any claims of trade creditors and preferred stockholders, will be structurally senior to the notes. As of and for the periods ended March 31, 2026 and December 31, 2025, the non-guarantor subsidiaries represented substantially all of the total assets and accounted for substantially all of the total revenue of the Company prior to consolidating adjustments. The non-guarantor subsidiaries have other liabilities, including contingent liabilities that may be significant. Each indenture does not contain any limitations on the amount of additional debt that the Obligor group and the non-guarantor subsidiaries may incur. The amounts of this debt could be substantial, and this debt may be debt of the non-guarantor subsidiaries, in which case this debt would be effectively senior in right of payment to the notes.

The notes are obligations exclusively of the Obligor group. Substantially all of the Obligor group’s operations are conducted through its non-guarantor subsidiaries. Therefore, the Obligor group’s ability to service its debt, including the notes, is dependent upon the net cash flows of its non-guarantor subsidiaries and their ability to distribute those net cash flows as dividends, loans or other payments to the Obligor group. Certain laws restrict the ability of these non-guarantor subsidiaries to pay dividends and make loans and advances to the Obligor group. In addition, such non-guarantor subsidiaries may enter into contractual arrangements that limit their ability to pay dividends and make loans and advances to the Obligor group.

Intercompany balances and transactions between members of the Obligor group have been eliminated. All intercompany balances and transactions between the Obligor group and the non-guarantor subsidiaries have been presented in the disclosures below on a net presentation basis, rather than a gross basis, as this better reflects the nature of the intercompany positions and presents the funding or funded position that is to be received or owed. The intercompany balances and transactions between the Obligor group and non-guarantor subsidiaries, presented below, relate to a number of items including loan funding for acquisitions and other purposes, transfers of surplus cash between subsidiary companies, funding provided for working capital purposes, settlement of expense accounts, transactions related to share-based payment arrangements and share issuances, intercompany royalty and related arrangements, intercompany dividends and intercompany interest. At March 31, 2026 and December 31, 2025, the intercompany balances of the Obligor group with non-guarantor subsidiaries were net receivables of $1.8 billion and $1.9 billion, respectively, and net payables of $17.1 billion and $16.3 billion, respectively.

No balances or transactions of non-guarantor subsidiaries are presented in the disclosures other than the intercompany items noted above.

Presented below is certain summarized financial information for the Obligor group.

`		As of March 31, 2026				As of December 31, 2025
		(in millions)
Total current assets		$	405			$	398
Total non-current assets			1,888				1,931
Total current liabilities			8,085				7,733
Total non-current liabilities			15,646				15,068

		Three months ended March 31, 2026
		(in millions)
Revenue		$	626
Income from operations			532
Income from operations before income taxes and interest in earnings of associates (i)			253
Net income			292
Net income attributable to WTW			292

(i)

Includes intercompany expense, net of the Obligor group from non-guarantor subsidiaries of $129 million for the three months ended March 31, 2026.

Non-GAAP Financial Measures

In order to assist readers of our condensed consolidated financial statements in understanding the core operating results that WTW’s management uses to evaluate the business and for financial planning purposes, we present the following non-GAAP measures and their most directly comparable U.S. GAAP measure:

Most Directly Comparable U.S. GAAP Measure		Non-GAAP Measure
As reported change		Constant currency change
As reported change		Organic change
Income from operations/margin		Adjusted operating income/margin
Net income/margin		Adjusted EBITDA/margin
Net income attributable to WTW		Adjusted net income
Diluted earnings per share		Adjusted diluted earnings per share
Income from operations before income taxes and interest in earnings of associates		Adjusted income before taxes
Provision for income taxes/U.S. GAAP tax rate		Adjusted income taxes/tax rate
Net cash from operating activities		Free cash flow

The Company believes that these 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:

Transaction and integration expenses – Management believes it is appropriate to adjust for significant acquisition-related transaction and integration expenses including changes in significant estimated acquisition earnouts payable and acquisition-related compensation charges. We believe the adjustment is necessary to present how the Company is performing, both now and in the future when the incurrence of these costs will have concluded.

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

Net periodic pension and postretirement benefits – Adjustment to remove the recognition of net periodic pension and postretirement benefits (including pension settlements), other than service costs. We have included this adjustment as applicable in our prior-period disclosures in order to conform to the current-period presentation.

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.

Constant Currency Change and Organic Change

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.

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.

The constant currency and organic change results, and a reconciliation from the reported results for consolidated revenue are included in the ‘Consolidated Revenue’ section within this Form 10-Q. These measures are also reported by segment in the ‘Segment Revenue and Segment Operating Income’ section within this Form 10-Q.

A reconciliation of the as-reported change to the constant currency and organic changes for the three months ended March 31, 2026 from the three months ended March 31, 2025 is as follows. The components of revenue change may not add due to rounding.

												Components of Revenue Change
										As		Less:		Constant		Less:
		Three Months Ended March 31,								Reported		Currency		Currency		Acquisitions/		Organic
		2026				2025				Change		Impact		Change		Divestitures		Change (i)
		($ in millions)
Revenue		$	2,412			$	2,223			8%		5%		4%		1%		3%

(i)

Interest income did not contribute to organic change for the three months ended March 31, 2026.

For the three months ended March 31, 2026, our as-reported revenue increased by $189 million, or 8% and our organic revenue grew by 3%. For additional information, please see the section entitled ‘Segment Revenue and Segment Operating Income’ elsewhere within Part I, Item 2 of this Quarterly Report on Form 10-Q.

Adjusted Operating Income/Margin

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 operating income is defined as income from operations adjusted for amortization, transaction and integration expenses 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.

Reconciliations of income from operations to adjusted operating income for the three months ended March 31, 2026 and 2025 are as follows:

	Three Months Ended March 31,
	2026				2025
	(in millions)
Income from operations	$	448			$	432
Adjusted for certain items:
Amortization		48				48
Transaction and integration expenses		41				—
Adjusted operating income	$	537			$	480
Income from operations margin		18.6	%			19.4	%
Adjusted operating income margin		22.3	%			21.6	%

Adjusted operating income increased for the three months ended March 31, 2026 to $537 million, from $480 million for the three months ended March 31, 2025. This increase resulted primarily from higher revenue in the current year, partially offset by higher salary expense and benefits costs in the current year as compared to the prior year.

Adjusted EBITDA/Margin

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 EBITDA is defined as net income adjusted for provision for income taxes, interest expense, depreciation and amortization, transaction and integration expenses, 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.

Reconciliations of net income to adjusted EBITDA for the three months ended March 31, 2026 and 2025 are as follows:

		Three Months Ended March 31,
		2026				2025
		(in millions)
NET INCOME		$	303			$	239
Provision for income taxes			70				65
Interest expense			77				65
Depreciation			56				54
Amortization			48				48
Transaction and integration expenses			41				—
Net periodic pension and postretirement benefits			(6	)			75
Gain on disposal of operations			—				(14	)
Adjusted EBITDA		$	589			$	532
Net income margin			12.6	%			10.8	%
Adjusted EBITDA margin			24.4	%			23.9	%

Adjusted EBITDA for the three months ended March 31, 2026 was $589 million, compared to $532 million for the three months ended March 31, 2025. This increase resulted primarily from higher revenue in the current year, partially offset by higher salary expense and benefits costs in the current year as compared to the prior year.

Adjusted Net Income and Adjusted Diluted Earnings Per Share

Adjusted net income is defined as net income attributable to WTW adjusted for amortization, transaction and integration expenses, 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 significant adjustments. This measure is used solely for the purpose of calculating adjusted diluted earnings per share.

Adjusted diluted earnings per share is defined as 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.

Reconciliations of net income attributable to WTW to adjusted diluted earnings per share for the three months ended March 31, 2026 and 2025 are as follows:

		Three Months Ended March 31,
		2026				2025
		($ in millions)
NET INCOME ATTRIBUTABLE TO WTW		$	297			$	235
Adjusted for certain items:
Amortization			48				48
Transaction and integration expenses			41				—
Net periodic pension and postretirement benefits			(6	)			75
Gain on disposal of operations			—				(14	)
Tax effect on certain items listed above (i)			(23	)			(28	)
Adjusted net income		$	357			$	316
Weighted-average ordinary shares — diluted			96				101
Diluted earnings per share		$	3.10			$	2.33
Adjusted for certain items (ii) :
Amortization			0.50				0.48
Transaction and integration expenses			0.43				—
Net periodic pension and postretirement benefits			(0.06	)			0.74
Gain on disposal of operations			—				(0.14	)
Tax effect on certain items listed above (i)			(0.24	)			(0.28	)
Adjusted diluted earnings per share		$	3.72			$	3.13

(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.

Our adjusted diluted earnings per share increased for the three months ended March 31, 2026 as compared to the prior year due in part to a lower weighted-average outstanding share count due to our share repurchase activity over the last year, however primarily resulted from higher revenue in the current year, partially offset by higher salary expense and benefits costs in the current year as compared to the prior year.

Adjusted Income Before Taxes and Adjusted Income Taxes/Tax Rate

Adjusted income before taxes is defined as income from operations before income taxes and interest in earnings of associates adjusted for amortization, transaction and integration expenses, 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 is defined as the provision for income taxes adjusted for taxes on certain items of amortization, transaction and integration expenses, 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 significant adjustments, which are not core to our current and future operations.

Reconciliations of income from operations before income taxes and interest in earnings of associates to adjusted income before taxes and provision for income taxes to adjusted income taxes for the three months ended March 31, 2026 and 2025 are as follows:

		Three Months Ended March 31,
		2026				2025
		($ in millions)
INCOME FROM OPERATIONS BEFORE INCOME TAXES AND INTEREST IN EARNINGS OF ASSOCIATES		$	376			$	303
Adjusted for certain items:
Amortization			48				48
Transaction and integration expenses			41				—
Net periodic pension and postretirement benefits			(6	)			75
Gain on disposal of operations			—				(14	)
Adjusted income before taxes		$	459			$	412
Provision for income taxes		$	70			$	65
Tax effect on certain items listed above (i)			23				28
Adjusted income taxes		$	93			$	93
U.S. GAAP tax rate			18.6	%			21.5	%
Adjusted income tax rate			20.3	%			22.7	%

(i)

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

Our U.S. GAAP tax rates were 18.6% and 21.5% for the three months ended March 31, 2026 and 2025, respectively, and our adjusted income tax rates were 20.3% and 22.7% for the three months ended March 31, 2026 and 2025, respectively. The current-year effective tax rates are lower primarily due to a discrete tax benefit in the U.K. related to deferred revenue.

Free Cash Flow

Free cash flow is defined as cash flows from/(used in) operating activities less cash used to purchase fixed assets and software. Management believes that free cash flow presents the core operating performance and cash generating capabilities of our business operations.

Reconciliations of cash flows used in operating activities to free cash flow for the three months ended March 31, 2026 and 2025 are as follows:

		Three Months Ended March 31,
		2026				2025
		(in millions)
Cash flows used in operating activities		$	(10	)		$	(35	)
Less: Additions to fixed assets and software			(55	)			(51	)
Free cash flow		$	(65	)		$	(86	)

The increase was primarily due to operating margin expansion and the abatement of remaining Transformation program cash outflows (this program was completed in December 2024), offset by increased transaction and integration expenses in the current year as compared to the prior year.

Critical Accounting Estimates

There were no material changes from the Critical Accounting Estimates disclosed in our Annual Report on Form 10-K for the year ended December 31, 2025, filed with the SEC on February 25, 2026.