WILLIS TOWERS WATSON PLCWTW

WILLIS TOWERS WATSON PLC Fair Value Disclosure

10-KFiled Feb 25, 20266 min read

Note 12 — Fair Value Measurements and Investments

The Company has categorized its assets and liabilities that are measured at fair value on a recurring and non-recurring basis into a three-level fair value hierarchy, based on the reliability of the inputs used to determine fair value as follows:

•
Level 1: refers to fair values determined based on quoted market prices in active markets for identical assets;
•
Level 2: refers to fair values estimated using observable market-based inputs or unobservable inputs that are corroborated by market data; and
•
Level 3: includes fair values estimated using unobservable inputs that are not corroborated by market data.

The following methods and assumptions were used by the Company in estimating its fair value disclosure for financial instruments:

•
Mutual funds and exchange-traded funds are classified as Level 1 because we use quoted market prices in active markets in determining the fair value of these securities.
•
Commingled funds are not leveled within the fair value hierarchy as the funds are valued at the net value of shares held as reported by the manager of the funds. These funds are not exchange-traded.
•
Hedge funds are not leveled within the fair value hierarchy as the fair values for these investments are estimated based on the net asset values derived from the latest audited financial statements or most recent capital account statements provided by the funds’ investment manager or third-party administrator, as a practical expedient.
•
Market values for our derivative instruments have been used to determine the fair values of forward foreign exchange contracts based on estimated amounts the Company would receive or have to pay to terminate the agreements, taking into account observable information about the current foreign currency forward rates. Such financial instruments are classified as Level 2.
•
Contingent consideration payable is classified as Level 3, and we estimate fair value based on the likelihood and timing of achieving the relevant milestones of each arrangement, applying a probability assessment to each of the potential outcomes, which at times includes the use of a Monte Carlo simulation and discounting the probability-weighted payout. Typically, milestones are based on revenue or earnings growth for the acquired business.

The following tables present our assets and liabilities measured at fair value on a recurring basis at December 31, 2025 and December 31, 2024:

 

 

 

 

 

Fair Value Measurements on a Recurring Basis at
December 31, 2025

 

 

 

Balance Sheet Location

 

Level 1

 

 

Level 2

 

 

Level 3

 

 

Total

 

Assets:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Available-for-sale securities:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Mutual funds/exchange traded funds (i)

 

Prepaid and other current assets and
Other non-current assets

 

$

145

 

 

$

—

 

 

$

—

 

 

$

145

 

 

 

Fiduciary assets

 

 

448

 

 

 

—

 

 

 

—

 

 

 

448

 

Commingled funds (i) (ii)

 

Prepaid and other current assets and
Other non-current assets

 

 

—

 

 

 

—

 

 

 

—

 

 

 

31

 

Hedge funds (i) (iii)

 

Prepaid and other current assets and
Other non-current assets

 

 

—

 

 

 

—

 

 

 

—

 

 

 

28

 

Derivatives:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Derivative financial instruments (iv)

 

Prepaid and other current assets and
Other non-current assets

 

$

—

 

 

$

5

 

 

$

—

 

 

$

5

 

Liabilities:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Contingent consideration:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Contingent consideration (v) (vi)

 

Other current liabilities and
Other non-current liabilities

 

$

—

 

 

$

—

 

 

$

14

 

 

$

14

 

Derivatives:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Derivative financial instruments (iv)

 

Other current liabilities and
Other non-current liabilities

 

$

—

 

 

$

1

 

 

$

—

 

 

$

1

 

 

 

 

 

 

Fair Value Measurements on a Recurring Basis at
December 31, 2024

 

 

 

Balance Sheet Location

 

Level 1

 

 

Level 2

 

 

Level 3

 

 

Total

 

Assets:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Available-for-sale securities:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Mutual funds/exchange traded funds (i)

 

Prepaid and other current assets and
Other non-current assets

 

$

108

 

 

$

—

 

 

$

—

 

 

$

108

 

 

 

Fiduciary assets

 

 

337

 

 

 

—

 

 

 

—

 

 

 

337

 

Commingled funds (i) (ii)

 

Other non-current assets

 

 

—

 

 

 

—

 

 

 

—

 

 

 

18

 

Hedge funds (i) (iii)

 

Other non-current assets

 

 

—

 

 

 

—

 

 

 

—

 

 

 

17

 

Derivatives:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Derivative financial instruments (iv)

 

Prepaid and other current assets and
Other non-current assets

 

$

—

 

 

$

1

 

 

$

—

 

 

$

1

 

Liabilities:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Contingent consideration:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Contingent consideration (v)

 

Other current liabilities and
Other non-current liabilities

 

$

—

 

 

$

—

 

 

$

39

 

 

$

39

 

Derivatives:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Derivative financial instruments (iv)

 

Other current liabilities and
Other non-current liabilities

 

$

—

 

 

$

6

 

 

$

—

 

 

$

6

 

 

(i)
With the exception of the funds included in fiduciary assets, the majority of these balances are held as part of deferred compensation plans with related liabilities in other current liabilities and other non-current liabilities on the consolidated balance sheets.
(ii)
Consists of the Towers Watson Global Equity Focus Fund, for which redemptions can occur on any business day, and require a minimum of one business day’s notice.
(iii)
Consists of the Towers Watson Alternative Credit Fund, for which the redemption period is generally quarterly, however requires a 50-day notice.
(iv)
See Note 10 — Derivative Financial Instruments for further information on our derivative contracts.
(v)
Probability weightings are based on our knowledge of the past and planned performance of the acquired entity to which the contingent consideration applies. The fair value weighted-average discount rates used in our material contingent consideration calculations were 11.00% and 13.43% at December 31, 2025 and December 31, 2024, respectively. Using different probability weightings and discount rates could result in an increase or decrease of the contingent consideration payable.
(vi)
Consideration due to be paid across multiple years until 2029.

The following table summarizes the change in fair value of the Level 3 liabilities:

 

Fair Value Measurements Using Significant Unobservable Inputs (Level 3)

 

December 31, 2025

 

Balance at December 31, 2024

 

$

39

 

Obligations assumed

 

 

5

 

Payments

 

 

(33

)

Realized and unrealized losses (i)

 

 

1

 

Foreign exchange

 

 

2

 

Balance at December 31, 2025

 

$

14

 

 

(i)
Realized and unrealized losses include accretion and adjustments to contingent consideration liabilities, which are included within Interest expense and Other operating expenses, respectively, on the consolidated statements of comprehensive income.

 

There were no significant transfers to or from Level 3 during the years ended December 31, 2025 and 2024.

Held-to-Maturity Securities

During the year ended December 31, 2025, the Company invested $50 million in debt securities, which it intends to hold to maturity. The following table summarizes the types of holdings and related values:

 

Held-to-Maturity Securities

 

Corporate securities

 

Amortized cost basis

 

$

51

 

Allowance for credit losses

 

 

—

 

Net carrying amount

 

 

51

 

Gross unrealized gains

 

 

—

 

Gross unrealized losses

 

 

—

 

Aggregate fair value

 

$

51

 

Non-recurring Fair Value Measurement

The Company has assets that may be required to be recorded at fair value on a non-recurring basis. These assets are evaluated when certain triggering events occur (including the planned disposal of a business or a decrease in estimated future cash flows) that indicate their carrying amounts may not be recoverable. During the year ended December 31, 2024, the Company recorded goodwill impairment charges of $1.0 billion on its BDO reporting unit in connection with the sale of TRANZACT (see Note 3 — Acquisitions and Divestitures). The fair value of the reporting unit was determined in part using discounted future cash flows, which is a Level 3 valuation technique.

Fair Value Information about Financial Instruments Not Measured at Fair Value

The following tables present our assets and liabilities not measured at fair value on a recurring basis at December 31, 2025 and 2024:

 

 

 

December 31, 2025

 

 

December 31, 2024

 

 

 

Carrying
Value

 

 

Fair
Value

 

 

Carrying
Value

 

 

Fair
Value

 

Assets:

 

 

 

 

 

 

 

 

 

 

 

 

Note receivable (i)

 

$

—

 

 

$

—

 

 

$

74

 

 

$

70

 

Held-to-maturity securities:

 

 

 

 

 

 

 

 

 

 

 

 

Due in one year or less

 

$

8

 

 

$

8

 

 

$

—

 

 

$

—

 

Due in one year through five years

 

$

42

 

 

$

42

 

 

$

—

 

 

$

—

 

Due in greater than five years

 

$

1

 

 

$

1

 

 

$

—

 

 

$

—

 

Liabilities:

 

 

 

 

 

 

 

 

 

 

 

 

Current debt

 

$

550

 

 

$

550

 

 

$

—

 

 

$

—

 

Long-term debt

 

$

5,756

 

 

$

5,618

 

 

$

5,309

 

 

$

5,052

 

 

(i)
The note receivable was settled with the Company on April 30, 2025.

 

The carrying value of our revolving credit facility approximates its fair value. The fair values above, which exclude accrued interest, are not necessarily indicative of the amounts that the Company would realize upon disposition, nor do they indicate the Company’s intent or ability to dispose of the financial instruments. The fair values of our held-to-maturity securities are considered Level 1

financial instruments as they are based on quoted market prices in active markets. The fair values of our respective senior notes and short-term note receivable are considered Level 2 financial instruments as they are corroborated by observable market data.

Historical Timeline

Fiscal YearFiled
2025Feb 25, 2026Showing above
2024Feb 25, 2025
2023Feb 22, 2024
2022Feb 24, 2023
2021Feb 24, 2022
2020Feb 23, 2021
2019Feb 26, 2020
2018Feb 27, 2019
2017Feb 28, 2018
2016Mar 1, 2017
2015Feb 29, 2016

About Fair Value Disclosures

Fair value disclosures classify all assets and liabilities measured at fair value into a three-level hierarchy: Level 1 (quoted market prices), Level 2 (observable inputs like yield curves), and Level 3 (unobservable inputs requiring management estimates). The proportion of Level 3 assets directly reflects how much of the balance sheet depends on internal models rather than market evidence.

Key signals: a growing Level 3 balance relative to total fair-value assets increases valuation uncertainty and earnings volatility risk. Watch for transfers between levels — assets moving from Level 2 to Level 3 often signal deteriorating market liquidity. Unrealized gains and losses on Level 3 positions flow through earnings or other comprehensive income, so large swings deserve scrutiny. For financial institutions, examine the sensitivity disclosures that show how Level 3 valuations change under alternative assumptions. Compare the fair value of debt against its carrying amount to gauge hidden leverage.

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