WILLIS TOWERS WATSON PLC

Previous wording

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 consulting 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.

Current wording

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.

Previous wording

The markets for our consulting, 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 human resources or risk management consulting company 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.

Current wording

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.

Previous wording

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, the implementation of a broad range of U.S. policy changes, and the ongoing Russia-Ukraine and other geopolitical conflicts and tensions. 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), recent U.S. legislation and other U.S. federal government actions continue to create uncertainty for the business as well as accounting and tax matters. Other indirect impacts from changes in tariffs or from 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 negatively affect our business, operations and financial condition.

Current wording

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.

Previous wording

These general economic conditions, including inflation, stagflation, political volatility, 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.

Current wording

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.

Previous wording

Revenue for both the three months ended September 30, 2025 and 2024 was $2.3 billion, a decrease of $1 million on an as-reported basis. Adjusting for the impacts of foreign currency and acquisitions and disposals, our organic revenue growth was 5% for the three months ended September 30, 2025. Revenue for the nine months ended September 30, 2025 was $6.8 billion, compared to $6.9 billion for the nine months ended September 30, 2024, a decrease of $123 million, or 2%, on an as-reported basis. Adjusting for the impacts of foreign currency and acquisitions and disposals, our organic revenue growth was 5% for the nine months ended September 30, 2025. The decreases in as-reported revenue were due primarily to the sale of our TRANZACT business on December 31, 2024. The increases in organic revenue were driven by strong performances in both segments. For additional information, please see the section entitled ‘Segment Revenue and Segment Operating Income’ elsewhere within this Item 2 of this Quarterly Report on Form 10-Q.

Current wording

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.

Previous wording

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 September 30, 2025, currency translation increased our consolidated revenue by $32 million. The primary currencies driving this change were the Euro and Pound Sterling. For the nine months ended September 30, 2025, currency translation increased our consolidated revenue by $26 million. The primary currencies driving this change were the Pound Sterling and Euro.

Current wording

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.

Previous wording

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 nine months ended September 30, 2025. These figures do not represent the currency of the related revenue, which is presented in the next table.

Current wording

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.

Previous wording

The table below details the approximate percentage of our revenue and expenses by transactional currency for the nine months ended September 30, 2025.

Current wording

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

Previous wording

The following tables set forth the total revenue for the three and nine months ended September 30, 2025 and 2024, and the components of the change in total revenue for the three and nine months ended September 30, 2025, as compared to the prior-year periods. The components of the revenue change may not add due to rounding.

Current wording

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.

Previous wording

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

Current wording

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

Previous wording

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

Current wording

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.

Previous wording

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; (ii) restructuring costs; and (iii) certain transaction and transformation 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.

Current wording

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.

Previous wording

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

Current wording

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.

Previous wording

HWC segment operating income for the three months ended September 30, 2025 and 2024 was $361 million and $329 million, respectively. HWC segment operating income increased primarily from operating efficiencies.

Current wording

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.

Previous wording

R&B segment revenue for the nine months ended September 30, 2025 and 2024 was $3.1 billion and $2.9 billion, respectively. Corporate Risk & Broking had organic revenue growth primarily driven by the success of our global lines, with higher levels of new business activity and revenue recognized from project-based placements within the global specialty businesses along with strong client retention across all regions. Insurance Consulting and Technology had organic revenue growth driven primarily by the Technology practice.

Current wording

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.

Previous wording

R&B segment operating income for the three months ended September 30, 2025 and 2024 was $189 million and $170 million, respectively. R&B segment operating income increased due primarily to operating leverage driven by strong organic revenue growth and Transformation program savings, which were partially offset by headwinds from decreased interest income and foreign currency fluctuations.

Current wording

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.

Previous wording

Total costs of providing services for the three months ended September 30, 2025 were $1.9 billion, compared to $3.1 billion for the three months ended September 30, 2024, a decrease of $1.2 billion, or 39%. Total costs of providing services for the nine months ended September 30, 2025 were $5.6 billion, compared to $7.2 billion for the nine months ended September 30, 2024, a decrease of $1.6 billion, or 23%. See the following discussion for further details.

Current wording

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.

Previous wording

Salaries and benefits for both the three months ended September 30, 2025 and 2024 were $1.4 billion, an increase of $17 million or 1%. The increase in the current year is primarily due to higher salary expense, driven by increased colleague headcount and cost-of-living compensation adjustments, and higher share-based compensation and benefit costs, partially offset by lower incentive costs. Salaries and benefits, as a percentage of revenue, represented 62% and 61% for the three months ended September 30, 2025 and 2024, respectively.

Current wording

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.

Previous wording

Salaries and benefits for the nine months ended September 30, 2025 were $4.2 billion, compared to $4.1 billion for the nine months ended September 30, 2024, an increase of $51 million or 1%. The increase in the current year is primarily due to higher salary expense, driven by increased colleague headcount and cost-of-living compensation adjustments, and higher share-based compensation costs, partially offset by lower incentive costs. Salaries and benefits, as a percentage of revenue, represented 62% and 60% for the nine months ended September 30, 2025 and 2024, respectively.

Current wording

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

Previous wording

Other operating expenses for the nine months ended September 30, 2025 were $1.1 billion, compared to $1.3 billion for the nine months ended September 30, 2024, a decrease of $262 million or 20%. The decrease was primarily due to lower marketing expenses attributable to the sale of our TRANZACT business on December 31, 2024, decreased office and technology expenses, and lower professional services and occupancy costs, partially offset by higher non-income-related tax expense for the current year as compared to the prior year.

Current wording

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.

Previous wording

Amortization for the three months ended September 30, 2025 was $47 million, compared to $56 million for the three months ended September 30, 2024, a decrease of $9 million or 16%. Amortization for the nine months ended September 30, 2025 was $144 million, compared to $176 million for the nine months ended September 30, 2024, a decrease of $32 million or 18%. These decreases were due in part to the disposal of intangible assets associated with the sale of our TRANZACT business. 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 has decreased and will continue to decrease over time.

Current wording

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.

Previous wording

Provision for income taxes for the three months ended September 30, 2025 was $77 million, compared to a benefit from income taxes of $322 million for the three months ended September 30, 2024, an increase of $399 million. The effective tax rate was 19.7% for the three months ended September 30, 2025, and 16.1% for the three months ended September 30, 2024. Provision for income taxes for the nine months ended September 30, 2025 was $121 million, compared to a benefit from income taxes of $248 million for the nine months ended September 30, 2024, an increase of $369 million. The effective tax rate was 12.0% for the nine months ended September 30, 2025 and 15.6% for the nine months ended September 30, 2024. These effective tax rates are calculated using extended values from our condensed consolidated statements of comprehensive income and are therefore more precise tax rates than can be calculated from rounded values. The prior-year effective tax rate for the three months ended September 30, 2024 was lower due to deferred tax benefits recognized on the gross-up to carrying value of net assets to be disposed and a deferred tax benefit of $56 million, net of a $37 million valuation allowance, on the expected tax loss associated with the sale of our TRANZACT business. The current-year effective tax rate for the nine months ended September 30, 2025 is lower due to favorable discrete tax items, primarily related to provision-to-tax return adjustments.

Current wording

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.

Previous wording

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

Current wording

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.

Previous wording

Based on our current balance sheet and cash flows, current market conditions and information available to us at this time, we believe that WTW has access to sufficient liquidity to meet our cash needs, including debt repayment, 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 recently-amended and restated $1.5 billion revolving credit facility (see Note 20 — Subsequent Event in Part I, Item 1 ‘Financial Statements’ in this Quarterly Report on Form 10-Q for further information). The use of these funds includes investments in the business for growth, scheduled debt repayments, share repurchases, dividend payments and general corporate purposes. Additionally, 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.

Current wording

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.

Previous wording

During the nine months ended September 30, 2025, we repurchased $1.3 billion of our outstanding shares and have authorization to repurchase an additional $1.6 billion under our share repurchase program (as further described below under ‘Share Repurchase Program’). We consider many factors, including market and economic conditions, applicable legal requirements and other business considerations, when considering whether to repurchase shares. Our Share Repurchase Program has no termination date and may be suspended or discontinued at any time.

Current wording

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.

Previous wording

We continue to have certain subsidiaries whose earnings have not been deemed permanently reinvested and for which we have been accruing estimates of the tax effects of such repatriation. Excluding these certain subsidiaries, we continue to assert that the historical cumulative earnings for the remainder of our subsidiaries have been reinvested indefinitely and therefore do not provide deferred taxes on these amounts. 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.

Current wording

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.

Previous wording

Additionally, at both September 30, 2025 and December 31, 2024, we had all of the borrowing capacity available to draw against our $1.5 billion revolving credit facility, which was amended and restated on October 17, 2025 (see Note 20 – Subsequent Event in Part I, Item 1 ‘Financial Statements’ of this Quarterly Report on Form 10-Q for additional information about the new revolving credit facility).

Current wording

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.

Previous wording

Included within cash and cash equivalents at September 30, 2025 and December 31, 2024 are amounts held for regulatory capital adequacy requirements, including $105 million and $104 million, respectively, within our regulated U.K. entities.

Current wording

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.

Previous wording

The following table presents the summarized condensed consolidated cash flow information for the nine months ended September 30, 2025 and 2024:

Current wording

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

Previous wording

Cash flows from operating activities were $1.0 billion for the nine months ended September 30, 2025, compared to cash flows from operating activities of $913 million for the nine months ended September 30, 2024. The $1.0 billion of net cash from operating activities for the nine months ended September 30, 2025 included net income of $877 million and $556 million of favorable non-cash adjustments, partially offset by unfavorable changes in operating assets and liabilities of $429 million. This increase in cash flows from operations as compared to the prior year was primarily driven by operating margin expansion and lower Transformation program residual cash outflows.

Current wording

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.

Previous wording

The $913 million of net cash from operating activities for the nine months ended September 30, 2024 included $2.4 billion of favorable non-cash adjustments, partially offset by a net loss of $1.3 billion and unfavorable changes in operating assets and liabilities of $139 million.

Current wording

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.

Previous wording

Cash flows from investing activities for the nine months ended September 30, 2025 were $530 million as compared to cash flows used in investing activities of $230 million for the nine months ended September 30, 2024. The cash flows from investing activities in the current year consisted primarily of net proceeds from sales of operations resulting from divestitures that occurred in prior years. These inflows were partially offset by capital expenditures, including software additions, our net purchases of held-to-maturity and available-for-sale securities and cash and fiduciary fund transfers.

Current wording

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.

Previous wording

Cash flows from financing activities for the nine months ended September 30, 2024 were $205 million. The significant financing activities included net proceeds from fiduciary funds held for clients of $934 million and $84 million of net proceeds from the issuance of debt, partially offset by share repurchases of $506 million and dividend payments of $265 million.

Current wording

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.

Previous wording

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

Current wording

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.

Previous wording

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

Current wording

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.

Previous wording

At September 30, 2025 and December 31, 2024, we had fiduciary funds of $4.0 billion and $3.4 billion, respectively.

Current wording

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

Previous wording

On November 20, 2024, the board of directors approved a $1.0 billion increase to the existing share repurchase program. Additionally, on September 16, 2025, the board of directors approved a $1.5 billion increase to the existing share repurchase program. These increases brought the total approved authorization, since the announcement of the program on April 20, 2016, to $11.7 billion.

Current wording

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.

Previous wording

At September 30, 2025, approximately $1.6 billion 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 September 30, 2025 of $345.45 was 4,752,506.

Current wording

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.

Previous wording

During the three and nine months ended September 30, 2025, the Company had the following share repurchase activity:

Current wording

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

Previous wording

The Company’s capital expenditures for fixed assets, capitalized software and software for internal use were $166 million during the nine months ended September 30, 2025. The Company estimates that there will be additional such expenditures in the range of $60 million - $85 million during the remainder of 2025. 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, 2024.

Current wording

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.