WILLIS TOWERS WATSON PLC
For the period ended Sep 30, 2026. Filed Oct 29, 2026.
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A company's report for each of its first three quarters. The financial statements are not audited. It shows how the business has moved since the last annual report, and what management says changed.
Sep 30, 2026 · Filed Oct 29, 2026
WTW$328.86-2.3%Stored close · as of Nov 6, 2026
What changed in Management’s Discussion and Analysis?
Read the current filingPrevious report: 10-Q
Period ended 2026-06-30; filed 2026-07-30.
0001193125-26-325374
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of OperationsCurrent report: 10-Q
Period ended 2026-09-30; filed 2026-10-29.
0001193125-26-437327
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of OperationsThe baseline is this issuer’s latest earlier reporting period of the same form that was filed before the current report. A previous 10-Q is a different quarter, not a year-over-year comparison. Amendments are excluded.
Compared 194 previous paragraphs and 201 current paragraphs.
118 unchanged; 65 reworded; 17 added; 10 removed; 1 previous and 1 current paragraphs rearranged.
Tables are not compared: 23 previous and 23 current tables excluded. Dates, whitespace, punctuation and numbering changes are ignored; changes to financial figures remain significant.
A changed paragraph is not evidence that risk increased or decreased. An unchanged paragraph does not establish that risk stayed the same.
Added paragraphs (17)
Current report
AI Acceleration Plan
Current report
On July 28, 2026, the Board of Directors of WTW approved and authorized management to execute Propel, an artificial intelligence (‘AI’) acceleration plan (the ‘Plan’). The Plan will extend through December 31, 2028, and embed AI and automation across the enterprise. Supported by the Company's ongoing investments in AI, data and technology, including the acquisition of Newfront, the Plan is expected to enhance client service and create additional opportunities for growth as well as streamline core operating processes. The Company expects to generate approximately $400 million in annual cost savings and, after reinvesting approximately $50 million to support growth initiatives, to deliver approximately $350 million in net annual cost savings by the end of 2028. Approximately $625 million of cash costs are expected to be incurred as well as approximately $25 million in non-cash charges through the end of 2028 in connection with the Plan, with the cash costs consisting principally of process automation and organizational transition costs, including process and organizational design costs, severance and separation-related costs and temporary retention costs, as well as costs associated with implementing AI systems and related technologies, including technology implementation, integration and certain contractor and vendor contract termination costs. An immaterial portion of these costs is expected to be capitalized.
Current report
Certain costs under the Plan are accounted for under ASC 420, Exit or Disposal Cost Obligation, and are included as restructuring costs in the condensed consolidated statements of comprehensive income. From commencement of the Plan to September 30, 2026, restructuring charges under the Plan totaled $14 million. Other costs incurred under the Plan are included in transaction and program expenses in the condensed consolidated statements of comprehensive income and were $7 million for the three months ended September 30, 2026.
Current report
For a discussion of some of the risks associated with the Plan, see Part II, Item 1A ‘Risk Factors’ in this Quarterly Report on Form 10-Q.
Current report
Other operating expenses for the three months ended September 30, 2026 were $354 million, compared to $352 million for the three months ended September 30, 2025, an increase of $2 million. The increase was primarily due to increased local office expenses and higher professional services costs in the current-year period, partially offset by lower non-income-related tax expense in the current-year period as compared to the prior-year period. Additionally, during the three months ended September 30, 2026, the Company recognized a one-time gain of $13 million related to the sale of office buildings.
Current report
Restructuring Costs
Current report
Restructuring costs for the three months ended September 30, 2026 were $14 million and consisted of costs associated with the Company’s recently-commenced Propel AI Acceleration Plan (see Note 6 — AI Acceleration Plan for more information).
Current report
Transaction and Program Expenses
Current report
Income from operations for the three months ended September 30, 2026 was $429 million, compared to $418 million for the three months ended September 30, 2025, an increase of $11 million. Income from operations for both the nine months ended September 30, 2026 and 2025 was $1.2 billion, an increase of $23 million. These increases resulted primarily from higher revenue and lower non-income-related tax expense, partially offset by increased salary expense and incentive costs, transaction and program expenses, restructuring costs, local office expenses and professional services costs in the current year.
Current report
Other income/(loss), net for the three months ended September 30, 2026 was income of $52 million, compared to $37 million for the three months ended September 30, 2025, an increase of $15 million. The increase was due primarily to a higher gain on disposals, attributable to a revaluation gain related to an acquisition completed in stages in the current-year period (see Note 3 — Acquisitions and Divestitures in Part I, Item 1 ‘Financial Statements’ in this Quarterly Report on Form 10-Q) and higher pension income in the current-year period.
Current report
Provision for Income Taxes
Current report
Net income attributable to WTW for the three months ended September 30, 2026 was $303 million, compared to $304 million for the three months ended September 30, 2025, a decrease of $1 million. Results were flat for the quarters as improvements in income from operations and other income/(loss), net in the current quarter, were offset by increases in interest expense and losses in interest in earnings of associates.
Current report
Net income attributable to WTW for the nine months ended September 30, 2026 was $829 million, compared to $870 million for the nine months ended September 30, 2025, a decrease of $41 million, or 5%. This decrease resulted primarily from increases in salary expense and incentive costs, income tax, interest expense, transaction and program expenses, restructuring costs, local office expenses and professional services costs in the current year, partially offset by higher revenue and pension income and lower non-income-related tax expense this year.
Current report
Acquisition-related adjustments – Adjustment to remove the gains or losses associated with earnout adjustments, including both fair value adjustments and interest accretion, and gains or losses associated with amounts that were estimated at the time of acquisition but for which the measurement period has ended.
Current report
Our U.S. GAAP tax rates were 19.5% and 19.7% for the three months ended September 30, 2026 and 2025, respectively, and 19.3% and 12.0% for the nine months ended September 30 2026 and 2025, respectively. The effective tax rate for the nine months ended September 30, 2025 was lower due to favorable discrete tax items, primarily related to provision-to-tax return adjustments.
Current report
Our adjusted income tax rates were 21.9% and 22.4% for the three months ended September 30, 2026 and 2025, respectively, and 20.6% and 21.2% for the nine months ended September 30, 2026 and 2025, respectively. The current-year quarter’s adjusted tax rate is lower primarily due to the geographical distribution of profits.
Current report
The increase was primarily driven by operating margin expansion. The period also included $29 million of cash proceeds from the disposal of buildings and related improvements.
Removed paragraphs (10)
Previous report
Other operating expenses for the three months ended June 30, 2026 were $380 million, compared to $336 million for the three months ended June 30, 2025, an increase of $44 million, or 13%. The increase was primarily due to higher non-income-related tax expense, higher professional services costs and increased local office expenses for the current-year period as compared to the prior-year period.
Previous report
Transaction and Integration Expenses
Previous report
Income from operations for the three months ended June 30, 2026 was $364 million, compared to $368 million for the three months ended June 30, 2025, a decrease of $4 million. This decrease resulted primarily from increased salary expense and incentive and benefits costs, higher transaction and integration expenses, and higher non-income-related tax expense and professional services costs, partially offset by higher revenue in the current-year period, as compared to the prior-year period.
Previous report
Income from operations for the six months ended June 30, 2026 was $812 million, compared to $800 million for the six months ended June 30, 2025, an increase of $12 million. This increase resulted primarily from higher revenue in the current year, partially offset by increased salary expense and benefits and incentive costs, higher professional services costs and increased local office expenses along with higher transaction and integration expenses in the current year, as compared to the prior year.
Previous report
Other income/(loss), net for the three months ended June 30, 2026 was income of $6 million, compared to income of $9 million for the three months ended June 30, 2025, a decrease of $3 million. The decrease was due primarily to lower pension income in the current-year period.
Previous report
Provision for/(Benefit from) Income Taxes
Previous report
Net income attributable to WTW for the three months ended June 30, 2026 was $229 million, compared to $331 million for the three months ended June 30, 2025, a decrease of $102 million, or 31%. This decrease resulted primarily from increased salary expense and incentive and benefits costs, higher income tax expense, higher transaction and integration expenses, and increased non-income-related tax expense and professional services costs, partially offset by higher revenue in the current-year period, as compared to the prior-year period.
Previous report
Net income attributable to WTW for the six months ended June 30, 2026 was $526 million, compared to $566 million for the six months ended June 30, 2025, a decrease of $40 million, or 7%. This decrease resulted primarily from increased salary expense and benefits and incentive costs, higher transaction and integration expenses and increased income tax expense, partially offset by higher revenue in the current year, as compared to the prior year.
Previous report
Our U.S. GAAP tax rates were 19.8% and (6.8)% for the three months ended June 30, 2026 and 2025, respectively, and 19.1% and 7.1% for the six months ended June 30 2026 and 2025, respectively. The prior-year effective tax rates were lower primarily due to favorable discrete items including an adjustment to the tax provision associated with the earnout received from the sale of our Willis Re business, and changes in measurement for existing uncertain tax positions.
Previous report
Our adjusted income tax rates were 19.6% and 18.0% for the three months ended June 30, 2026 and 2025, respectively, and 19.7% and 20.5% for the six months ended June 30, 2026 and 2025, respectively. The prior-year quarter effective tax rate was lower due to favorable discrete items including changes in measurement for existing uncertain tax positions and the release of a valuation allowance. The prior full-year effective tax rate was higher primarily due to the geographic mix of income, net of tax benefits.
Reworded paragraphs (65)
Previous 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, including evolving technology and artificial intelligence (‘AI’) solutions, for both internal operations and for maintaining industry standards and meeting client preferences (see the discussion of our artificial intelligence acceleration plan in Note 20 — Subsequent Event within Part I, Item 1 ‘Financial Statements,’ and in Part II, Item 1A – Risk Factors, and Item 5 – Other Information, in each case, included in this Quarterly Report on Form 10-Q). We have made such investments from time to time and may decide, based on perceived business needs, to make investments in the future that may be different from past practice or our current expectations.
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, including evolving technology and artificial intelligence (‘AI’) solutions, for both internal operations and for maintaining industry standards and meeting client preferences (see the discussion of our artificial intelligence acceleration plan under ‘AI Acceleration Plan’ below and in Note 6 — AI Acceleration Plan within Part I, Item 1 ‘Financial Statements,’). 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
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.
Current wording
See Part I, Item 1A ‘Risk Factors’ in our Annual Report on Form 10-K, filed with the SEC on February 25, 2026, and updated in this Quarterly Report on Form 10-Q for a discussion of risks that may affect, among other things, our growth relative to expectation and our ability to achieve our objectives.
Previous wording
Revenue for the three months ended June 30, 2026 was $2.5 billion, compared to $2.3 billion for the three months ended June 30, 2025, an increase of $205 million, or 9%, 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 June 30, 2026. Revenue for the six months ended June 30, 2026 was $4.9 billion, compared to $4.5 billion for the six months ended June 30, 2025, an increase of $394 million, or 9%, on an as-reported basis. Adjusting for the impacts of foreign currency and acquisitions and disposals, our organic revenue growth was 4% for the six months ended June 30, 2026. For additional information, please see the section entitled ‘Segment Revenue and Segment Operating Income’ elsewhere within Part I, Item 2 of this Quarterly Report on Form 10-Q.
Current wording
Revenue for the three months ended September 30, 2026 was $2.5 billion, compared to $2.3 billion for the three months ended September 30, 2025, an increase of $172 million, or 8%, on an as-reported basis. Adjusting for the impacts of foreign currency and acquisitions and disposals, our organic revenue growth was 4% for the three months ended September 30, 2026. Revenue for the nine months ended September 30, 2026 was $7.3 billion, compared to $6.8 billion for the nine months ended September 30, 2025, an increase of $566 million, or 8%, on an as-reported basis. Adjusting for the impacts of foreign currency and acquisitions and disposals, our organic revenue growth was 4% for the nine months ended September 30, 2026. For additional information, please see the section entitled ‘Segment Revenue and Segment Operating Income’ elsewhere within Part I, Item 2 of this Quarterly Report on Form 10-Q.
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 June 30, 2026, currency translation increased our as-reported consolidated revenue by $21 million. The primary currency driving this change was the Euro. For the six months ended June 30, 2026, currency translation increased our consolidated revenue by $121 million. The primary currencies driving this change were the Euro and Pound Sterling.
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 September 30, 2026, currency translation decreased our as-reported consolidated revenue by $1 million. The primary currency driving this change was the Euro. For the nine months ended September 30, 2026, currency translation increased our consolidated revenue by $120 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 six months ended June 30, 2026. 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 nine months ended September 30, 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 six months ended June 30, 2026.
Current wording
The table below details the approximate percentage of our revenue and expenses by transactional currency for the nine months ended September 30, 2026.
Previous wording
The following tables set forth the total revenue for the three and six months ended June 30, 2026 and 2025, and the components of the change in total revenue for the three and six months ended June 30, 2026, as compared to the prior-year period. The components of the revenue change may not add due to rounding.
Current wording
The following tables set forth the total revenue for the three and nine months ended September 30, 2026 and 2025, and the components of the change in total revenue for the three and nine months ended September 30, 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 six months ended June 30, 2026.
Current wording
Interest income did not contribute to organic change for the three and nine months ended September 30, 2026.
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 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 U.S. 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 program expenses, and includes certain expense amounts which may be determined on both a direct and allocated basis. See Note 5 – Segment Information within Part I, Item 1 ‘Financial Statements’ of this Quarterly Report on Form 10-Q for more information about how our segment revenue and segment operating income are calculated and for a reconciliation to our U.S. GAAP results.
Previous wording
HWC segment revenue for the three months ended June 30, 2026 and 2025 was $1.3 billion and $1.2 billion, respectively. Health delivered organic revenue growth with positive contributions from all regions. Wealth generated organic revenue growth supported by higher levels of retirement work across all regions. Career revenue was flat on an organic basis as increased levels of communications project work and broad-based pay work were offset by constrained revenue in the Middle East due to the ongoing conflict. BD&O revenue increased organically as expanded project work, new client wins and regulatory driven work in Outsourcing were partially offset by lower commissions in Individual Marketplace.
Current wording
HWC segment revenue for the three months ended September 30, 2026 and 2025 was $1.4 billion and $1.3 billion, respectively. Health delivered organic revenue growth with positive contributions from all regions, driven by new business and strong renewals. Wealth generated organic revenue growth supported by the strength of Retirement work outside of North America and new client wins. Career organic revenue growth was primarily driven by higher compensation survey sales and a return to typical timing for compensation survey delivery, along with increased communications project work. BD&O organic revenue declined, with growth from new client wins, project work and regulatory-driven activity in Outsourcing being more than offset by lower commissions in Individual Marketplace.
Previous wording
HWC segment operating income for the three months ended June 30, 2026 and 2025 was $306 million and $280 million, respectively. HWC segment operating income increased primarily due to improved operating leverage and expense discipline.
Current wording
HWC segment operating income for the three months ended September 30, 2026 and 2025 was $398 million and $361 million, respectively. HWC segment operating income increased primarily due to improved operating leverage and expense discipline.
Previous wording
The following table sets forth HWC segment revenue for the six months ended June 30, 2026 and 2025 and the components of the change in revenue for the six months ended June 30, 2026 from the six months ended June 30, 2025.
Current wording
The following table sets forth HWC segment revenue for the nine months ended September 30, 2026 and 2025 and the components of the change in revenue for the nine months ended September 30, 2026 from the nine months ended September 30, 2025.
Previous wording
HWC segment revenue for the six months ended June 30, 2026 and 2025 was $2.5 billion and $2.3 billion, respectively. Health revenue increased on an organic basis, supported by growth across all regions, with International leading the overall performance. Wealth generated organic revenue growth supported by higher levels of retirement work across all regions, alongside growth in the Investments business. Career revenue declined on an organic basis principally due to the ongoing conflict in the Middle East which constrained growth. BD&O revenue was flat on an organic basis as expanded project work and administration engagements in Outsourcing were offset by lower commissions in Individual Marketplace.
Current wording
HWC segment revenue for the nine months ended September 30, 2026 and 2025 was $3.9 billion and $3.6 billion, respectively. Health revenue increased on an organic basis, supported by growth across all regions, with International leading the overall performance. Wealth generated organic revenue growth supported by higher levels of Retirement work across all regions, alongside growth in the Investments business. Career revenue increased on an organic basis principally driven by higher compensation survey sales and the timing of survey delivery, along with regulatory driven project work. BD&O revenue declined on an organic basis as expected due to expanded project work, regulatory-driven activity and new administration engagements in Outsourcing being more than offset by lower commissions in Individual Marketplace.
Previous wording
HWC segment operating income for the six months ended June 30, 2026 and 2025 was $652 million and $591 million, respectively. HWC segment operating income increased primarily due to improved operating leverage and expense discipline.
Current wording
HWC segment operating income for the nine months ended September 30, 2026 and 2025 was $1.1 billion and $952 million, respectively. HWC segment operating income increased primarily due to improved operating leverage and expense discipline.
Previous wording
R&B segment revenue for the six months ended June 30, 2026 and 2025 was $2.3 billion and $2.1 billion, respectively. Corporate Risk & Broking had organic revenue growth driven by new business activity and strong client retention globally. Insurance Consulting and Technology delivered organic revenue growth primarily from strong software sales in the Technology practice.
Current wording
R&B segment revenue for the three months ended September 30, 2026 and 2025 was $1.1 billion and $1.0 billion, respectively. Corporate Risk & Broking had organic revenue growth driven by strong new business activity in North America and International, along with higher book-of-business settlement activity, partially offset by a strong prior-year comparable that included revenue recognized from multi-year project-based placements within the global specialty businesses. Insurance Consulting and Technology delivered organic revenue growth primarily from strong software sales in the Technology practice, partially offset by lower Consulting revenue.
Previous wording
R&B segment operating income for the three months ended June 30, 2026 and 2025 was $258 million and $222 million, respectively. R&B segment operating income increased primarily due to operating leverage.
Current wording
R&B segment operating income for the three months ended September 30, 2026 and 2025 was $216 million and $189 million, respectively. R&B segment operating income increased primarily due to higher book-of-business settlement activity alongside disciplined expense management.
Previous wording
The following table sets forth R&B segment revenue for the six months ended June 30, 2026 and 2025 and the components of the change in revenue for the six months ended June 30, 2026 from the six months ended June 30, 2025.
Current wording
The following table sets forth R&B segment revenue for the nine months ended September 30, 2026 and 2025 and the components of the change in revenue for the nine months ended September 30, 2026 from the nine months ended September 30, 2025.
Previous wording
R&B segment revenue for the three months ended June 30, 2026 and 2025 was $1.2 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.
Current wording
R&B segment revenue for the nine months ended September 30, 2026 and 2025 was $3.4 billion and $3.1 billion, respectively. Corporate Risk & Broking had organic revenue growth driven by new business activity and strong client retention globally. Insurance Consulting and Technology delivered organic revenue growth primarily from strong software sales in the Technology practice.
Previous wording
R&B segment operating income for the six months ended June 30, 2026 and 2025 was $510 million and $448 million, respectively. R&B segment operating income increased primarily due to operating leverage and the impact of foreign exchange.
Current wording
R&B segment operating income for the nine months ended September 30, 2026 and 2025 was $726 million and $637 million, respectively. R&B segment operating income increased primarily due to operating leverage, the impact of foreign exchange and book-of-business settlement activity.
Previous wording
Total costs of providing services for the three months ended June 30, 2026 were $2.1 billion, compared to $1.9 billion for the three months ended June 30, 2025, an increase of $209 million, or 11%. Total costs of providing services for the six months ended June 30, 2026 were $4.1 billion, compared to $3.7 billion for the six months ended June 30, 2025, an increase of $382 million, or 10%. See the following discussion for further details.
Current wording
Total costs of providing services for the three months ended September 30, 2026 were $2.0 billion, compared to $1.9 billion for the three months ended September 30, 2025, an increase of $161 million, or 9%. Total costs of providing services for the nine months ended September 30, 2026 were $6.1 billion, compared to $5.6 billion for the nine months ended September 30, 2025, an increase of $543 million, or 10%. See the following discussion for further details.
Previous wording
Salaries and benefits for the three months ended June 30, 2026 were $1.6 billion, compared to $1.4 billion for the three months ended June 30, 2025, an increase of $102 million, or 7%. Approximately one-third of this increase resulted from the acquisitions of Newfront and Cushon, and the remaining increase is primarily due to higher salary expense, driven by annual salary increases, increased incentive costs and higher benefit costs, primarily medical expenses. Salaries and benefits, as a percentage of revenue, represented 63% and 64% for the three months ended June 30, 2026 and 2025, respectively.
Current wording
Salaries and benefits for the three months ended September 30, 2026 were $1.5 billion, compared to $1.4 billion for the three months ended September 30, 2025, an increase of $94 million, or 7%. Approximately one-half of this increase resulted from the acquisitions of Newfront and Cushon, and the remaining increase in the current-year period is primarily due to higher salary expense, driven by annual salary increases, and increased incentive costs. Salaries and benefits, as a percentage of revenue, represented 61% and 62% for the three months ended September 30, 2026 and 2025, respectively.
Previous wording
Salaries and benefits for the six months ended June 30, 2026 were $3.0 billion, compared to $2.8 billion for the six months ended June 30, 2025, an increase of $212 million, or 8%. Approximately one-third of this increase resulted from the acquisitions of Newfront and Cushon. The remaining increase in the current year is primarily due to higher salary expense, driven by annual salary increases, higher benefit costs, primarily medical expenses, and increased incentive costs. Salaries and benefits, as a percentage of revenue, represented 61% and 62% for the six months ended June 30, 2026 and 2025, respectively.
Current wording
Salaries and benefits for the nine months ended September 30, 2026 were $4.5 billion, compared to $4.2 billion for the nine months ended September 30, 2025, an increase of $306 million, or 7%. Over one-third of this increase resulted from the acquisitions of Newfront and Cushon. The remaining increase in the current year is primarily due to higher salary expense, driven by annual salary increases, increased incentive costs and higher benefit costs, primarily medical expenses. Salaries and benefits, as a percentage of revenue, represented 61% and 62% for the nine months ended September 30, 2026 and 2025, respectively.
Previous wording
Other operating expenses for the six months ended June 30, 2026 were $765 million, compared to $701 million for the six months ended June 30, 2025, an increase of $64 million or 9%. The increase was primarily due to higher professional services costs and increased local office expenses for the current year as compared to the prior year.
Current wording
Other operating expenses for both the nine months ended September 30, 2026 and 2025 were $1.1 billion, an increase of $66 million or 6%. The increase was primarily due to higher professional services costs and increased local office expenses for the current year, partially offset by lower non-income-related tax expense in the current year as compared to the prior year.
Previous wording
Depreciation for the three months ended June 30, 2026 was $55 million, compared to $57 million for the three months ended June 30, 2025, a decrease of $2 million. Depreciation for both the six months ended June 30, 2026 and 2025 was $111 million. The quarter-over-quarter decrease was primarily due to a lower depreciable base of assets resulting from disposals in the current-year period.
Current wording
Depreciation for the three months ended September 30, 2026 was $55 million, compared to $56 million for the three months ended September 30, 2025, a decrease of $1 million. Depreciation for the nine months ended September 30, 2026 was $166 million, compared to $167 million for the nine months ended September 30, 2025, a decrease of $1 million. These decreases were primarily due to a lower depreciable base of assets resulting from disposals in the current year.
Previous wording
Amortization for the three months ended June 30, 2026 was $55 million, compared to $49 million for the three months ended June 30, 2025, an increase of $6 million, or 12%. Amortization for the six months ended June 30, 2026 was $103 million, compared to $97 million for the six months ended June 30, 2025, an increase of $6 million, or 6%. 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.
Current wording
Amortization for the three months ended September 30, 2026 was $59 million, compared to $47 million for the three months ended September 30, 2025, an increase of $12 million, or 26%. Amortization for the nine months ended September 30, 2026 was $162 million, compared to $144 million for the nine months ended September 30, 2025, an increase of $18 million, or 13%. Our intangible amortization is generally more heavily weighted to the initial years of the useful lives of the related intangibles, and therefore amortization related to intangible assets will begin to increase over time as a result of our recent acquisitions.
Previous wording
Transaction and integration expenses for the three and six months ended June 30, 2026 were $61 million and $102 million, respectively, and primarily included incremental share-based compensation and transaction-related costs 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.
Current wording
Transaction and program expenses for the three and nine months ended September 30, 2026 were $42 million and $144 million, respectively, and primarily included incremental share-based compensation and transaction-related costs attributable to our Newfront and Cushon acquisitions completed during the first half of 2026, and costs associated with our Propel AI Acceleration Plan. See Note 3 — Acquisitions and Divestitures, Note 6 — AI Acceleration Plan and Note 18 — Share-based Compensation for more information.
Previous wording
Interest expense for the three months ended June 30, 2026 was $78 million, compared to $64 million for the three months ended June 30, 2025, an increase of $14 million, or 22%. Interest expense for the six months ended June 30, 2026 was $155 million as compared to $129 million for the six months ended June 30, 2025, an increase of $26 million or 20%. These increases were primarily due to new senior notes issued by the Company during the fourth quarter of 2025 and interest expense associated with the recent drawdowns of our $775 million delayed draw term loan (the ‘DDTL’).
Current wording
Interest expense for the three months ended September 30, 2026 was $80 million, compared to $65 million for the three months ended September 30, 2025, an increase of $15 million, or 23%. Interest expense for the nine months ended September 30, 2026 was $235 million as compared to $194 million for the nine months ended September 30, 2025, an increase of $41 million or 21%. These increases were primarily due to new senior notes issued by the Company during the fourth quarter of 2025 and interest expense associated with the current-year drawdowns of our $775 million delayed draw term loan (the ‘DDTL’).
Previous wording
Other income/(loss), net for the six months ended June 20, 2026 was income of $11 million, compared to a loss of $55 million for the six months ended June 30, 2025, an increase of $66 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.
Current wording
Other income/(loss), net for the nine months ended September 30, 2026 was income of $63 million, compared to a loss of $18 million for the nine months ended September 30, 2025, an increase of $81 million. The increase was due primarily to higher pension income, which resulted from the absence of a significant non-recurring pension settlement cost recognized in the prior year.
Previous wording
Provision for income taxes for the three months ended June 30, 2026 was $57 million, compared to a benefit of $21 million for the three months ended June 30, 2025, an increase of $78 million. The effective tax rate was 19.8% for the three months ended June 30, 2026, and (6.8)% for the three months ended June 30, 2025. Provision for income taxes for the six months ended June 30, 2026 was $127 million, compared to $44 million for the six months ended June 20, 2025, an increase of $83 million. The effective tax rate was 19.1% for the six months ended June 30, 2026 and 7.1% for the six months ended June 30, 2025. These effective tax rates are calculated using extended values from our condensed consolidated statements of comprehensive income and are therefore more precise tax rates than can be calculated from rounded values. The prior-year effective tax rates were lower primarily due to favorable discrete items including an adjustment to the tax provision associated with the earnout received from the sale of our Willis Re business, and changes in measurement for existing uncertain tax positions.
Current wording
Provision for income taxes for the three months ended September 30, 2026 was $79 million, compared to $77 million for the three months ended September 30, 2025, an increase of $2 million. The effective tax rate was 19.5% for the three months ended September 30, 2026, and 19.7% for the three months ended September 30, 2025. Provision for income taxes for the nine months ended September 30, 2026 was $206 million, compared to $121 million for the nine months ended September 20, 2025, an increase of $85 million. The effective tax rate was 19.3% for the nine months ended September 30, 2026 and 12.0% for the nine months ended September 30, 2025. These effective tax rates are calculated using extended values from our condensed consolidated statements of comprehensive income and are therefore more precise tax rates than can be calculated from rounded values. The effective tax rate for the nine months ended September 30, 2025 was lower due to favorable discrete tax items, primarily related to provision-to-tax return adjustments.
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 the Company has access to sufficient liquidity to meet our cash needs for the next twelve months. Including our cash generated from operations, our liquidity also includes all of the borrowing capacity available to draw against our $1.5 billion revolving credit facility. During the six months ended June 30, 2026, we used the net proceeds from our December 2025 $1.0 billion senior notes offering, after deducting underwriter discounts and commissions and estimated offering expenses, to pay the consideration, and related fees, costs and expenses, for our acquisition of Newfront Insurance Holdings, Inc. (‘Newfront’), which was completed on January 27, 2026. In addition, we used borrowings against our $775 million DDTL, along with cash on hand, to repay in full the $550 million aggregate principal amount of the 4.400% senior notes due 2026 and related accrued interest and to fund our Cushon acquisition (see Note 3 — Acquisitions and Note 9 — Debt within Part I, Item 1 ‘Financial Statements’ of this Quarterly Report on Form 10-Q).
Current wording
Based on our current balance sheet and cash flows, current market conditions and information available to us at this time, we believe that the Company has access to sufficient liquidity to meet our cash needs for the next twelve months. Including our cash generated from operations, our liquidity also includes all of the borrowing capacity available to draw against our $1.5 billion revolving credit facility. During the nine months ended September 30, 2026, we used the net proceeds from our December 2025 $1.0 billion senior notes offering, after deducting underwriter discounts and commissions and estimated offering expenses, to pay the consideration, and related fees, costs and expenses, for our acquisition of Newfront Insurance Holdings, Inc. (‘Newfront’), which was completed on
Previous 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.
Current wording
With respect to Willis Re, we have an option to acquire a controlling interest in the joint venture in the future. Given the funding needs of a start-up venture, we expect to make certain capital contributions from time to time resulting in a reduction to earnings until such time as the joint venture generates sufficient revenue to be profitable. In connection with Willis Re’s entry into a definitive purchase agreement through a newly created subsidiary to acquire the U.S. reinsurance business of independent broker BMS Group, the Company is obligated to fund approximately $102 million to Willis Re at the completion of the transaction (see Note 14 — Commitments and Contingencies within Part I, Item 1 ‘Financial Statements’ of this Quarterly Report on Form 10-Q).
Previous wording
During the six months ended June 30, 2026, we repurchased $750 million of our outstanding shares and have authorization to repurchase an additional $542 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.
Current wording
During the nine months ended September 30, 2026, we repurchased $970 million of our outstanding shares and have authorization to repurchase an additional $1.8 billion under our share repurchase program (as further described below under ‘Share Repurchase Program’). We consider many factors, including market and economic conditions, applicable legal requirements and other business considerations, when considering whether to repurchase shares. Our Share Repurchase Program has no termination date and may be suspended or discontinued at any time.
Previous wording
Our cash and cash equivalents at June 30, 2026 totaled $1.6 billion, compared to $3.1 billion at December 31, 2025. The significant change in cash from December 31, 2025 to June 30, 2026 was primarily due to cash outflows of $1.0 billion associated with our Newfront and Cushon acquisitions, and $750 million of share repurchases.
Current wording
Our cash and cash equivalents at September 30, 2026 totaled $1.9 billion, compared to $3.1 billion at December 31, 2025. The significant change in cash from December 31, 2025 to September 30, 2026 was attributable to cash outflows of $1.1 billion primarily associated with our Newfront and Cushon acquisitions, $970 million of share repurchases and $267 million of dividend payments, partially offset by $1.2 billion of cash inflows from operating activities.
Previous wording
The following table presents the summarized condensed consolidated cash flow information for the six months ended June 30, 2026 and 2025:
Current wording
The following table presents the summarized condensed consolidated cash flow information for the nine months ended September 30, 2026 and 2025:
Previous wording
Cash flows from operating activities were $474 million for the six months ended June 30, 2026, compared to $326 million for the six months ended June 30, 2025. The $474 million of net cash from operating activities for the six months ended June 30, 2026 included net income of $534 million and $370 million of favorable non-cash adjustments, partially offset by unfavorable changes in operating assets and liabilities of $430 million. The increase was primarily driven by operating margin expansion.
Current wording
Cash flows from operating activities were $1.2 billion for the nine months ended September 30, 2026, compared to $1.0 billion for the nine months ended September 30, 2025. The $1.2 billion of net cash from operating activities for the nine months ended September 30, 2026 included net income of $843 million and $547 million of favorable non-cash adjustments, partially offset by unfavorable changes in operating assets and liabilities of $177 million. The increase was primarily driven by operating margin expansion.
Previous wording
The $326 million of net cash from operating activities for the six months ended June 30, 2025 included net income of $571 million and $388 million of favorable non-cash adjustments, partially offset by unfavorable changes in operating assets and liabilities of $633 million.
Current wording
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.
Previous wording
Cash flows used in investing activities for the six months ended June 30, 2026 were $1.2 billion as compared to cash flows from investing activities of $612 million for the six months ended June 30, 2025. The cash flows used in investing activities in the current year were primarily driven by the acquisitions of Newfront and Cushon, as well as capital expenditures, including software additions, and contributions made by the Company to its investments in associates. The cash flows from investing activities in the prior year consisted primarily of net proceeds from sales of operations resulting from divestitures that occurred in prior years. These inflows were partially offset by capital expenditures, including software additions, and our net purchases of held-to-maturity and available-for-sale securities.
Current wording
Cash flows used in investing activities for the nine months ended September 30, 2026 were $1.3 billion as compared to cash flows from investing activities of $530 million for the nine months ended September 30, 2025. The cash flows used in investing activities in the current year were primarily driven by the acquisitions of Newfront and Cushon, as well as capital expenditures, including software additions, and contributions made by the Company to its investments in associates, partially offset by proceeds received from the sale of buildings and related improvements. The cash flows from investing activities in the prior year consisted primarily of net proceeds from sales of operations resulting from divestitures that occurred in prior years. These inflows were partially offset by capital expenditures, including software additions, our net purchases of held-to-maturity and available-for-sale securities and cash and fiduciary fund transfers.
Previous wording
Cash flows used in financing activities for the six months ended June 30, 2026 were $611 million. The significant financing activities included repayments of debt of $552 million, share repurchases of $750 million and dividend payments of $178 million, partially offset by net borrowings of other debt of $771 million and net proceeds from fiduciary funds held for clients of $159 million.
Current wording
Cash flows used in financing activities for the nine months ended September 30, 2026 were $1.0 billion. The significant financing activities included share repurchases of $970 million, repayments of debt of $552 million and dividend payments of $267 million, partially offset by net borrowings of other debt of $771 million and net proceeds from fiduciary funds held for clients of $52 million.
Previous wording
Cash flows used in financing activities for the six months ended June 30, 2025 were $800 million. The significant financing activities included share repurchases of $700 million and dividend payments of $179 million, partially offset by net proceeds from fiduciary funds held for clients of $141 million.
Current 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.
Previous wording
At June 30, 2026 and December 31, 2025, we had fiduciary funds of $4.0 billion and $3.8 billion, respectively.
Current wording
At September 30, 2026 and December 31, 2025, we had fiduciary funds of $3.9 billion and $3.8 billion, respectively.
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Current report — wording carried from elsewhere
January 27, 2026. In addition, we used borrowings against our $775 million DDTL, along with cash on hand, to repay in full the $550 million aggregate principal amount of the 4.400% senior notes due 2026 and related accrued interest and to fund our Cushon acquisition (see Note 3 — Acquisitions and Divestitures and Note 10 — Debt within Part I, Item 1 ‘Financial Statements’ of this Quarterly Report on Form 10-Q).
Rearranged previous paragraphs (1)
Previous report — wording carried elsewhere
The increase was primarily driven by operating margin expansion.