What the changes say
- Strategy execution, organizational change, talent, cloud vendors, and standalone Brexit risks were removed from the disclosed list.
- Regulatory investigations, geopolitical sanctions, and insurance-carrier relationships receive greater emphasis.
- Cybersecurity wording shifts between system vulnerability and privacy-compliance and disaster-recovery risks.
- Brexit disclosures now quantify operational burdens; tax-risk wording remains substantively unchanged.
What changed since the prior 10-K
Dropped
- DroppedStrategic and Operational Risks
We may not be able to fully realize the anticipated benefits of our strategy or our expected product, service and transaction pipelines
Risk that WTW cannot realize its strategy, product pipeline, service pipeline, or transaction pipeline benefits.
- DroppedStrategic and Operational Risks
Our ability to successfully manage ongoing organizational changes could impact our business results and may involve significant or evolving costs and/or disruption to the management and/or operations of our business and generate fewer benefits than originally expected
Risks from executing organizational changes, acquisitions, divestitures, integrations, and internal reorganizations.
- DroppedStrategic and Operational Risks
Our success largely depends on our ability to achieve our global business strategy as it evolves, and our results of operations and financial condition could suffer if the Company were unable to successfully establish and execute on its strategy and generate anticipated revenue growth and cost savings and efficiencies
- DroppedIntellectual Property, Technology, Cybersecurity and Data Protection Risks
The market for such qualified individuals is competitive and we may be unable to hire the talent needed to mitigate the foregoing risks
- DroppedLegal, Non-Financial/Regulatory and Compliance Risks
These Brexit-related changes may adversely affect our operations and financial results
Reworded
- 100% rewrittenBusiness Environment Risks
Demand for our services could decrease for various reasons, including a general economic downturn, increased competition, or a decline in a client’s or an industry’s financial condition or prospects, all of which could substantially and negatively affect us
The discussion shifts from lower service demand to third-party failures, reputational damage, insurance-industry developments, and carrier relationships.
- 100% rewrittenLegal, Non-Financial/Regulatory and Compliance Risks
From time to time, we receive claims and are party to lawsuits arising from our work, which could materially adversely affect our reputation, business, financial condition or results of operations
The focus shifts from client claims and errors-and-omissions lawsuits to regulatory investigations, global risks, and Russia- and China-related sanctions.
- 100% rewrittenBusiness Environment Risks
Demand for our services could decrease for various reasons, including a general economic downturn, increased competition, or a decline in a client’s or an industry’s financial condition or prospects, all of which could substantially and negatively affect us
The prior third-party failure, reputation, insurance-industry, and carrier-relationship discussion is removed from this risk’s text.
Was: Demand for our services could decrease for various reasons, including a general economic downturn, increased competition, or a decline in a client’s or an industry’s financial condition or prospects, all of which could substantially and negatively affect us
- 100% rewrittenLegal, Non-Financial/Regulatory and Compliance Risks
From time to time, we receive claims and are party to lawsuits arising from our work, which could materially adversely affect our reputation, business, financial condition or results of operations
The focus shifts from regulatory, geopolitical, and sanctions exposure to client dissatisfaction, service claims, lawsuits, and errors and omissions.
Was: From time to time, we receive claims and are party to lawsuits arising from our work, which could materially adversely affect our reputation, business, financial condition or results of operations
- 99% rewrittenIntellectual Property, Technology, Cybersecurity and Data Protection Risks
Data and cybersecurity breaches or improper disclosure of confidential company or personal data could result in material financial loss, regulatory actions, reputational harm and/or legal liability
The risk now emphasizes cyber threats to WTW and vendor systems, rather than privacy compliance and disaster-recovery failures.
Was: Data and cybersecurity breaches or improper disclosure of confidential company or personal data could result in material financial loss, regulatory actions, reputational harm and/or legal liability
- 98% rewrittenIntellectual Property, Technology, Cybersecurity and Data Protection Risks
Data and cybersecurity breaches or improper disclosure of confidential company or personal data could result in material financial loss, regulatory actions, reputational harm and/or legal liability
The risk now covers privacy and cybersecurity compliance plus disaster recovery, replacing detailed discussion of information-system vulnerabilities.
- 82% rewrittenLegal, Non-Financial/Regulatory and Compliance Risks
The economic, regulatory and political impact of the United Kingdom’s exit from the European Union on January 31, 2020 has adversely affected and may continue to affect our business
Brexit wording adds continuing administration, document production, qualifications, supervision, regulatory engagement, governance, and adverse financial effects.
Was: The economic, regulatory and political impact of the United Kingdom’s exit from the European Union, which occurred on January 31, 2020, could adversely affect us
- 67% rewrittenTax Risks
We cannot give any assurance as to what our effective tax rate will be in the future, because of, among other things, uncertainty regarding the tax laws and policies of the jurisdictions where we operate. Our actual effective tax rate may vary from expectations, and that variance may be material
The tax-risk discussion is substantively unchanged, continuing to cover jurisdictional law changes, reduced deductions, treaty overrides, and effective-rate volatility.
- 57% rewrittenRisks Related to Being an Irish-Incorporated Company
As an Irish public limited company, certain decisions related to our capital structure will require the approval of shareholders, which may limit our flexibility to manage our capital structure
- 33% rewrittenLegal, Non-Financial/Regulatory and Compliance Risks
Our global operations expose us to numerous, and sometimes conflicting, legal and regulatory requirements in environmental, social and governance (‘ESG’) matters, and violation of these regulations could harm our business
Was: Our global operations expose us to increasing, and sometimes conflicting, legal and regulatory requirements in environmental, social and governance (‘ESG’) matters, and violation of these regulations could harm our business
- 30% rewrittenLegal, Non-Financial/Regulatory and Compliance Risks
We are subject from time to time to inquiries or investigations by governmental agencies or regulators that could have a material adverse effect on our business, financial condition or results of operations
All 32 risk factors
Headings as the filing states them, in filing order.
Business Environment Risks
- 01Demand for our services could decrease for various reasons, including a general economic downturn, increased competition, or a decline in a client’s or an industry’s financial condition or prospects, all of which could substantially and negatively affect us100% rewritten
- 08Demand for our services could decrease for various reasons, including a general economic downturn, increased competition, or a decline in a client’s or an industry’s financial condition or prospects, all of which could substantially and negatively affect us100% rewritten
- 09The demand for our services may not grow or be maintained, and we may not be able to compete successfully with our existing competitors, new competitors or our clients’ internal capabilities. Client demand for our services may change based on the clients’ needs and financial conditions, among other factors
- 10Damage to our business, including to our reputation, arising from, among other things, the failure of third parties on whom we rely to perform services or maintain positive public perceptions, could adversely affect our business, operations and results
- 11Our business may be harmed by any negative developments that may occur in the insurance industry or if we fail to maintain good relationships with insurance carriers
Intellectual Property, Technology, Cybersecurity and Data Protection Risks
- 02Data and cybersecurity breaches or improper disclosure of confidential company or personal data could result in material financial loss, regulatory actions, reputational harm and/or legal liability98% rewritten
- 03Material interruption to or loss of our information processing capabilities or failure to effectively maintain and upgrade our information processing hardware or systems could cause material financial loss, regulatory actions, reputational harm and/or legal liability
- 15Data and cybersecurity breaches or improper disclosure of confidential company or personal data could result in material financial loss, regulatory actions, reputational harm and/or legal liability99% rewritten
- 16Limited protection of our intellectual property could harm our business and our ability to compete effectively, and we face the risk that our services or products may infringe upon the intellectual property rights of others
Legal, Non-Financial/Regulatory and Compliance Risks
- 04From time to time, we receive claims and are party to lawsuits arising from our work, which could materially adversely affect our reputation, business, financial condition or results of operations100% rewritten
- 05Our business will be negatively affected if we are not able to anticipate and keep pace with rapid changes in government laws or regulations, or if government laws or regulations decrease the need for our services, increase our costs or limit our compensation
- 06Our global operations expose us to numerous, and sometimes conflicting, legal and regulatory requirements in environmental, social and governance (‘ESG’) matters, and violation of these regulations could harm our business33% rewritten
- 17From time to time, we receive claims and are party to lawsuits arising from our work, which could materially adversely affect our reputation, business, financial condition or results of operations100% rewritten
- 18We are subject from time to time to inquiries or investigations by governmental agencies or regulators that could have a material adverse effect on our business, financial condition or results of operations30% rewritten
- 19Increasing scrutiny and changing or competing expectations from governmental authorities, investors, clients and our colleagues with respect to our sustainability practices can impose additional costs on us or expose us to reputational, litigation or other risks
- 20New government regulations could also result in new or more stringent forms of sustainability oversight and new mandatory and voluntary reporting, diligence and disclosure and related assurance. These new laws, rules and regulations could affect our operations or require significant expenditures
- 21The economic, regulatory and political impact of the United Kingdom’s exit from the European Union on January 31, 2020 has adversely affected and may continue to affect our business82% rewritten
Financial and Related Regulatory Risks
- 07Our outstanding debt could adversely affect our cash flows and financial flexibility, and we may not be able to obtain financing on favorable terms or at all
- 22We have material pension liabilities that can fluctuate significantly and adversely affect our financial position or net income or result in other financial impacts
- 23WTW had total consolidated debt outstanding of approximately $6.3 billion as of December 31, 2025, and our related interest expense was $259 million for the year ended December 31, 2025
- 24A downgrade to our corporate credit rating, the credit ratings of our outstanding debt or other market speculation may adversely affect our borrowing costs and financial flexibility and, under certain circumstances, may require us to offer to buy back some of our outstanding debt
- 25Our significant non-U.S. operations, particularly our London market operations, expose us to exchange rate fluctuations and various other risks that could impact our business
- 26We prepare our financial statements in accordance with U.S. GAAP. Any change to accounting principles, particularly to U.S. GAAP, could have a material adverse effect on us or our results of operations
- 27Our quarterly revenue and cash flow could fluctuate, including as a result of factors outside of our control, while our expenses may remain relatively fixed or be higher than expected
- 28We are a holding company and therefore, may not be able to receive dividends or other distributions in needed amounts from our subsidiaries
Human Capital Risks
- 12We depend on the continued services of our executive officers, senior management team, and skilled individual contributors, and any changes in our management structure and in senior leadership could affect our business and financial results
- 13The loss of key colleagues or a large number of colleagues could damage or result in the loss of client relationships and could result in such colleagues competing against us
- 14Failure to maintain our corporate culture, including in a remote or hybrid work environment, could damage our reputation
Tax Risks
- 29If a U.S. person is treated as owning at least 10% of our shares, such a holder may be subject to adverse U.S. federal income tax consequences
- 30We cannot give any assurance as to what our effective tax rate will be in the future, because of, among other things, uncertainty regarding the tax laws and policies of the jurisdictions where we operate. Our actual effective tax rate may vary from expectations, and that variance may be material67% rewritten
Risks Related to Being an Irish-Incorporated Company
- 31The laws of Ireland differ from the laws in effect in the United States and may afford less protection to holders of our securities
- 32As an Irish public limited company, certain decisions related to our capital structure will require the approval of shareholders, which may limit our flexibility to manage our capital structure57% rewritten
Other Willis Towers Watson 10-Ks
- FY2024 10-K risk factors42 risks
Strategy execution, acquisitions, organizational change, and demand for advisory, broking, and solutions services dominate the business risks.
Filed Feb 25, 2025
About this page
The headings are the filing's own. The one-line readings and the overview are automated and can be wrong: read Item 1A of the 10-K for the exact wording.