WILLIS TOWERS WATSON PLC Debt Disclosure
Note 11 — Debt
Current debt consists of the following:
|
|
December 31, |
|
|||||
|
|
2025 |
|
|
2024 |
|
||
4.400% senior notes due 2026 |
|
$ |
550 |
|
|
$ |
— |
|
|
|
$ |
550 |
|
|
$ |
— |
|
Long-term debt consists of the following:
|
|
December 31, |
|
|||||
|
|
2025 |
|
|
2024 |
|
||
Revolving $1.5 billion credit facility |
|
$ |
— |
|
|
$ |
— |
|
4.400% senior notes due 2026 |
|
|
— |
|
|
|
549 |
|
4.650% senior notes due 2027 |
|
|
748 |
|
|
|
746 |
|
4.500% senior notes due 2028 |
|
|
598 |
|
|
|
598 |
|
2.950% senior notes due 2029 |
|
|
725 |
|
|
|
725 |
|
4.550% senior notes due 2031 |
|
|
695 |
|
|
|
— |
|
5.350% senior notes due 2033 |
|
|
743 |
|
|
|
742 |
|
5.150% senior notes due 2036 |
|
|
298 |
|
|
|
— |
|
6.125% senior notes due 2043 |
|
|
272 |
|
|
|
272 |
|
5.050% senior notes due 2048 |
|
|
396 |
|
|
|
396 |
|
3.875% senior notes due 2049 |
|
|
543 |
|
|
|
543 |
|
5.900% senior notes due 2054 |
|
|
738 |
|
|
|
738 |
|
|
|
$ |
5,756 |
|
|
$ |
5,309 |
|
Guarantees
The following table presents a summary of the entities that issued each note or entered into the revolving credit facility and those wholly-owned and consolidated subsidiaries of the Company that guarantee each respective note and the revolving credit facility on a joint and several basis as of December 31, 2025. On December 16, 2024, TA I Limited, Willis Towers Watson UK Holdings Limited and Willis Netherlands Holdings B.V. ceased to be guarantors of our notes, following the transfer of their respective properties and assets to other existing guarantors. Further, Willis Towers Watson UK Holdings Limited was released from its guarantees under our revolving credit facility. TA I Limited and Willis Netherlands Holdings B.V. were released from their guarantees under our revolving credit facility in 2025.
Entity |
|
Revolving credit facility |
|
4.400% due 2026 |
|
4.650% due 2027 |
Willis Towers Watson plc |
|
Guarantor |
|
Guarantor |
|
Guarantor |
Trinity Acquisition plc |
|
Issuer |
|
Issuer |
|
Guarantor |
Willis North America Inc. |
|
Guarantor |
|
Guarantor |
|
Issuer |
Willis Investment UK Holdings Limited |
|
Guarantor |
|
Guarantor |
|
Guarantor |
Willis Group Limited |
|
Guarantor |
|
Guarantor |
|
Guarantor |
Willis Towers Watson Sub Holdings Unlimited Company |
|
Guarantor |
|
Guarantor |
|
Guarantor |
Revolving Credit Facility
$1.5 billion revolving credit facility
On October 17, 2025, Trinity Acquisition plc entered into a third amended and restated revolving credit facility (the ‘Third A&R RCF’) for $1.5 billion that will mature on October 17, 2030. The Third A&R RCF supersedes and replaces the Company’s previous $1.5 billion revolving credit facility which was due to expire in .
Borrowing costs under the Third A&R RCF differ if the borrowing is a ‘base rate’ borrowing or a ‘Term Benchmark’ borrowing, both as defined in the Third A&R RCF, and equal the sum of the relevant benchmark plus a margin based on the Company’s senior unsecured long-term debt rating as described below:
The Third A&R RCF also carries a commitment (unused) fee of 0.065% to 0.15%, which is also based on the Company’s senior unsecured long-term debt rating.
Senior Notes
4.550% senior notes due 2031 and 5.150% senior notes due 2036
On December 22, 2025, the Company, together with its wholly-owned subsidiary, Willis North America Inc., as issuer, completed an offering of $700 million aggregate principal amount of 4.550% senior notes due 2031 (‘2031 senior notes’) and $300 million aggregate principal amount of 5.150% senior notes due 2036 (‘2036 senior notes’; collectively, the ‘2025 senior notes offering’). The effective interest rates of the 2031 senior notes and 2036 senior notes are 4.71% and 5.24%, respectively, which include the impact of the discount upon issuance. The 2031 senior notes will mature on March 15, 2031 and the 2036 senior notes will mature on March 15, 2036. Interest has accrued on both the 2031 senior notes and 2036 senior notes from December 22, 2025 and is paid in cash on March 15 and September 15 of each year, beginning on September 15, 2026. The net proceeds from the 2025 senior notes offering, after
deducting underwriter discounts and commissions and estimated offering expenses, were $989 million and, together with our new $775 million delayed draw term loan facility (see Note 22 — Subsequent Events), was used to pay the consideration for the Newfront acquisition and related fees, costs and expenses (see Note 3 — Acquisitions and Divestitures) and will be used to repay in full the $550 million aggregate principal amount of the 4.400% senior notes due 2026 and related accrued interest.
5.900% senior notes due 2054
On March 5, 2024, the Company, together with its wholly-owned subsidiary, Willis North America Inc., as issuer, completed an offering of $750 million aggregate principal amount of 5.900% senior notes due 2054 (‘2054 senior notes’). The effective interest rate of the 2054 senior notes is 6.00%, which includes the impact of the discount upon issuance. The 2054 senior notes will mature on March 5, 2054. Interest on the 2054 senior notes accrues from March 5, 2024 and will be paid in cash on March 5 and September 5 of each year, commencing on September 5, 2024. The net proceeds from this offering, after deducting the underwriting discount and offering expenses, were approximately $737 million, of which $662 million was used to fully repay the $650 million aggregate principal amount and related accrued interest of the 3.600% senior notes at maturity during the second quarter of 2024. The Company used the remaining net proceeds for general corporate purposes.
5.350% senior notes due 2033
On May 17, 2023, the Company, together with its wholly-owned subsidiary, Willis North America Inc. as issuer, completed an offering of $750 million aggregate principal amount of 5.350% senior notes due 2033 (‘2033 senior notes’). The effective interest rate of the 2033 senior notes is 5.47%, which includes the impact of the discount upon issuance. The 2033 senior notes will mature on May 15, 2033. Interest on the 2033 senior notes accrues from May 17, 2023 and will be paid in cash on May 15 and November 15 of each year, commencing on November 15, 2023. The net proceeds from this offering, after deducting the underwriting discount and offering expenses, were $741 million, of which $256 million was used to fully repay the $250 million aggregate principal amount and related accrued interest of the 4.625% senior notes at maturity during the third quarter of 2023. The Company used the remaining net proceeds for general corporate purposes.
4.650% senior notes due 2027
On May 19, 2022, the Company, together with its wholly-owned subsidiary, Willis North America Inc. as issuer, completed an offering of $750 million aggregate principal amount of 4.650% senior notes due 2027 (‘2027 senior notes’). The effective interest rate of the 2027 senior notes is 4.79%, which includes the impact of the discount upon issuance. The 2027 senior notes will mature on June 15, 2027. Interest on the 2027 senior notes accrues from May 19, 2022 and will be paid in cash on June 15 and December 15 of each year, commencing on December 15, 2022. The net proceeds from this offering, after deducting the underwriting discount and estimated offering expenses, were approximately $744 million and were used to fully repay the €540 million ($582 million on the date of repayment) aggregate principal amount of the 2.125% Senior Notes due 2022 and related accrued interest, and for general corporate purposes.
2.950% senior notes due 2029 and 3.875% senior notes due 2049
On September 10, 2019, the Company, together with its wholly-owned subsidiary, Willis North America Inc., as issuer, completed an offering of $450 million aggregate principal amount of 2.950% senior notes due 2029 (the ‘initial 2029 senior notes’) and $550 million aggregate principal amount of 3.875% senior notes due 2049 (‘2049 senior notes’; collectively, the ‘2019 senior notes offering’). On May 29, 2020, the Company, together with its wholly-owned subsidiary, Willis North America Inc., as issuer, completed an offering of an additional $275 million aggregate principal amount of 2.950% senior notes due 2029 (the ‘additional 2029 senior notes’). The additional 2029 senior notes will be treated as a single class with, and otherwise identical to, the initial 2029 senior notes other than with respect to the date of issuance, the issue price and the amounts paid to holders for each class of note on the first interest payment date. The effective interest rates of the initial 2029 senior notes and 2049 senior notes are 2.971% and 3.898%, respectively, which include the impact of the discount upon issuance. The effective interest rate of the additional 2029 senior notes is 2.697%, which includes the impact of the premium upon issuance. Both 2029 senior notes offerings will mature on September 15, 2029, and the 2049 senior notes will mature on September 15, 2049. Interest on the 2019 senior notes offering has accrued from September 10, 2019 and is paid in cash on March 15 and September 15 of each year. Interest on the additional 2029 senior notes has accrued from March 15, 2020 and is paid in cash on March 15 and September 15 of each year. The net proceeds from these offerings, after deducting underwriter discounts and commissions and estimated offering expenses, were approximately $988 million, and were used to prepay a portion of the amount outstanding under the Company’s previously-held one-year term loan commitment and to repay borrowings under a revolving credit facility previously held by the Company.
4.500% senior notes due 2028 and 5.050% senior notes due 2048
On September 10, 2018, the Company, together with its wholly-owned subsidiary, Willis North America Inc. as issuer, completed an offering of $600 million of 4.500% senior notes due 2028 (‘2028 senior notes’) and $400 million of 5.050% senior notes due 2048
(‘2048 senior notes’). The effective interest rates of the 2028 senior notes and 2048 senior notes are 4.504% and 5.073%, respectively, which include the impact of the discount upon issuance. The 2028 senior notes will mature on September 15, 2028 and the 2048 senior notes will mature on September 15, 2048. Interest has accrued on both the 2028 senior notes and 2048 senior notes from September 10, 2018 and is paid in cash on March 15 and September 15 of each year. The net proceeds from this offering, after deducting underwriter discounts and commissions and estimated offering expenses, were $989 million and were used to prepay in full $127 million outstanding under the Company’s term loan due December 2019 and to repay a portion of the amount outstanding under the Company’s RCF.
4.400% senior notes due 2026
On March 22, 2016, Trinity Acquisition plc issued $550 million of 4.400% senior notes due 2026 (‘2026 senior notes’). The effective interest rate on the 2026 senior notes is 4.572%, which includes the impact of the discount upon issuance. The 2026 senior notes will mature on March 15, 2026. Interest on the 2026 senior notes has accrued from March 22, 2016 and is paid in cash on March 15 and September 15 of each year. The net proceeds from this offering were used primarily to repay a revolving credit facility previously held by the Company.
4.625% senior notes due 2023 (repaid in August 2023) and 6.125% senior notes due 2043
On August 15, 2013, Trinity Acquisition plc issued $250 million of 4.625% senior notes due 2023 (‘2023 senior notes’) and $275 million of 6.125% senior notes due 2043 (‘2043 senior notes’). The effective interest rate of the 2023 senior notes was 4.696% and the effective interest rate of the 2043 senior notes is 6.154%, which includes the impact of the discount upon issuance. The proceeds were used to repurchase other previously-issued senior notes. The 2023 senior notes matured on August 15, 2023; the 2043 senior notes will mature on August 15, 2043. In August 2023, the Company repaid in full the principal and related accrued interest associated with the 2023 senior notes using, in part, the proceeds from the issuance of the 2033 senior notes discussed above.
Additional Information Regarding Fully Repaid Senior Notes
3.600% senior notes due 2024
On May 16, 2017, Willis North America Inc. issued $650 million of 3.600% senior notes due 2024 (‘2024 senior notes’). The effective interest rate of the 2024 senior notes was 3.614%, which included the impact of the discount upon issuance. The 2024 senior notes matured on May 15, 2024, and interest had accrued on the 2024 senior notes from May 16, 2017 and was paid in cash on May 15 and November 15 of each year. The net proceeds from this offering, after deducting underwriter discounts and commissions and estimated offering expenses, were $644 million and were used to pay down amounts outstanding under the RCF and for general corporate purposes. In May 2024, the 2024 senior notes were repaid in full using the net proceeds from the 2054 senior notes offering discussed above.
Covenants
The terms of our current financings also include certain limitations. For example, the agreements relating to the debt arrangements and credit facilities generally contain numerous operating and financial covenants, including requirements to maintain minimum ratios of consolidated EBITDA to consolidated cash interest expense and maximum levels of consolidated funded indebtedness in relation to consolidated EBITDA, in each case subject to certain adjustments. The operating restrictions and financial covenants in our current credit facilities do, and any future financing agreements may, limit our ability to finance future operations or capital needs or to engage in other business activities. At December 31, 2025 and 2024, we were in compliance with all financial covenants.
Debt Maturity
The following table summarizes the maturity of our debt and interest on senior notes and excludes any reduction for debt issuance costs:
|
|
2026 |
|
|
2027 |
|
|
2028 |
|
|
2029 |
|
|
2030 |
|
|
Thereafter |
|
|
Total |
|
|||||||
Senior notes |
|
$ |
550 |
|
|
$ |
750 |
|
|
$ |
600 |
|
|
$ |
725 |
|
|
$ |
— |
|
|
$ |
3,725 |
|
|
$ |
6,350 |
|
Interest on senior notes |
|
|
278 |
|
|
|
254 |
|
|
|
231 |
|
|
|
205 |
|
|
|
190 |
|
|
|
2,177 |
|
|
|
3,335 |
|
Revolving $1.5 billion credit facility |
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
Total |
|
$ |
828 |
|
|
$ |
1,004 |
|
|
$ |
831 |
|
|
$ |
930 |
|
|
$ |
190 |
|
|
$ |
5,902 |
|
|
$ |
9,685 |
|
Interest Expense
The following table shows an analysis of the interest expense for the years ended December 31, 2025, 2024 and 2023:
|
|
Years ended December 31, |
|
|||||||||
|
|
2025 |
|
|
2024 |
|
|
2023 |
|
|||
Senior notes |
|
$ |
256 |
|
|
$ |
256 |
|
|
$ |
227 |
|
Revolving credit facility |
|
|
3 |
|
|
|
3 |
|
|
|
3 |
|
Other (i) |
|
|
1 |
|
|
|
4 |
|
|
|
5 |
|
Total interest expense |
|
$ |
260 |
|
|
$ |
263 |
|
|
$ |
235 |
|
Historical Timeline
| Fiscal Year | Filed | |
|---|---|---|
| 2025 | Feb 25, 2026 | Showing above |
| 2024 | Feb 25, 2025 | |
| 2023 | Feb 22, 2024 | |
| 2022 | Feb 24, 2023 | |
| 2021 | Feb 24, 2022 | |
| 2020 | Feb 23, 2021 | |
| 2019 | Feb 26, 2020 | |
| 2018 | Feb 27, 2019 | |
| 2017 | Feb 28, 2018 | |
| 2016 | Mar 1, 2017 | |
| 2015 | Feb 29, 2016 | |
About Debt Disclosures
Debt disclosures detail a company's borrowing structure — the types of instruments, interest rates, maturity schedule, and covenant restrictions that define its financial obligations and flexibility. This section is essential for assessing refinancing risk, interest rate exposure, and the margin of safety against financial distress.
Key signals: the maturity schedule reveals concentration risk — large maturities within 1-2 years during tight credit markets can force dilutive refinancing or asset sales. Compare the fair value of debt against carrying amount to gauge whether the market views the company's credit risk differently than the balance sheet suggests. Watch covenant compliance disclosures for tightening cushions, especially leverage and interest coverage ratios. Variable-rate debt exposure quantifies sensitivity to interest rate changes. Secured versus unsecured mix affects recovery rates and future borrowing capacity. Compare net debt-to-EBITDA against industry peers and covenant limits to assess financial health.