WTWWILLIS TOWERS WATSON PLC

Insurance Agents, Brokers & Service

Revenue: $9.5B; 2.3% YoY
Operating margin: 23.5%; 265% YoY
EBITDA: $2.5B; 187% YoY
Market cap: $29.9B
Employees: 47,000; $202K revenue each
Net debt / EBITDA: 3.1×; $7.7B net debt
AI in 10-K: 1.9; mentions per 10K words

Takeover score 2 of 13

Fixable underperformance 1 of 7

TSR below peersNo
—
3+ of last 5 years
High CEO pay despite TSRNo
—
Median CEO pay ≥ $15M while TSR trails
Earnings not backed by cashNo
111% of net income
Cash flow under 80% of net income
Dilutive SBCNo
2% of revenue
Over 10% of revenue
Payouts exceed cash flowYes
113% of cash flow
Buybacks + dividends over cash flow
Goodwill-heavyNo
33% of assets
Over 40% of assets
Shareholder dissentNo
97% lowest support
Any vote under 80% support

Buyer economics 1 of 4

Low revenue per employeeYes
$202K · 18th pct
Bottom quartile of its SIC industry
Quiet on AINo
1.9 per 10K words · 53rd pct
Bottom quartile of AI mentions in 10-Ks
Net cashNo
3.1× EBITDA net debt
More cash than debt, positive EBITDA
Buyout-sizedNo
$29.9B market cap
Market cap $500M–$5B

Catalysts 0 of 2

Active 13DNo
0 filings
Active-intent 13D in 18 months
Net insider sellingNo
$911K net
Net sales over $10M in 12 months

Financials

Metric	FY2021	FY2022	FY2023	FY2024	FY2025	YoY	Trend
Revenue	$8.8B	$8.7B	$9.3B	$9.7B	$9.5B	2.3%
Operating income	$2.2B	$1.2B	$1.4B	$627M	$2.2B	256%
Net income	$4.2B	$1.0B	$1.1B	−$98M	$1.6B	1738%
Operating cash flow	$2.1B	$812M	$1.3B	$1.5B	$1.8B	17%
Capex	—	—	$242M	$245M	$229M	6.5%
Stock-based comp	$101M	$99M	$125M	$121M	$153M	26%
Buybacks	$1.6B	$3.5B	$1.0B	$901M	$1.6B	83%
Dividends	$374M	$369M	$352M	$354M	$358M	1.1%

Deal filings

Filed	Form	Acquirer	Price	Premium
Jul 8, 2020	DEFM14A	Aon plc	$1.08	—
May 11, 2020	PREM14A	Aon plc	$187.40	8%

13D filers

None on file.

Insider trading

Open-market buys, 12 mo: $2M · 4
Open-market sells, 12 mo: $1M · 2
Net: $911K

Pay vs performance

No pay-versus-performance disclosure yet.