01—Abstract
Summary
Summary of the 8-K filed October 30, 2025. Cited figures are marked; the original filing is the authoritative source.
WTW (Willis Towers Watson Public Limited Company) reported third-quarter 2025 results for the period ended September 30, 2025, in a press release furnished as Exhibit 99.1, with a supplemental slide presentation furnished as Exhibit 99.2.
Revenue was $2.29 billiona, flat compared with the prior-year quarter due to the sale of TRANZACT; on an organic basis revenue increased 5%. Reported diluted EPS was $3.11 versus a loss of $16.44 in the prior-year quarter, which included a $1.04 billion goodwill impairment tied to the TRANZACT sale. Adjusted diluted EPS rose 11% to $3.07, and adjusted operating margin expanded 230 basis points to 20.4%.
Segment performance was mixed. Health, Wealth & Career revenue fell 5%b as reported (organic growth of 4%), while operating margin rose to 28.6% from 24.7%, with the sale of TRANZACT a major driver. Risk & Broking revenue grew 7% as reported (organic growth of 6%), and operating margin rose to 18.8%.
The company repurchased $600 millionc of shares in the quarter, and for 2025 expects share repurchases of approximately $1.5 billion. Management said it has confidence in reaching full-year financial goals despite macro uncertainty.
For 2025 the company flagged several items: TRANZACT, which contributed $1.14d to 2024 adjusted diluted EPS, is no longer in the portfolio; a reinsurance joint venture with Bain Capital is expected to be a headwind of about $0.20 to adjusted diluted EPS, partly offset by other equity investment gains, for a net headwind of about $0.10; and cash outflows are expected from accrued Transformation program costs. The company also changed its non-GAAP definitions, so reported adjusted metrics now exclude non-cash net periodic pension and postretirement benefits, and free cash flow now deducts capitalized software costs.
02—Key points
Key Highlights
- Revenue of $2.29 billion was flat year over year as reported, reflecting the TRANZACT sale; organic revenue grew 5%.
- Reported diluted EPS was $3.11, compared with a loss of $16.44 in the prior-year quarter; adjusted diluted EPS was $3.07, up 11%.
- Adjusted operating margin was 20.4%, up 230 basis points; reported operating margin was 18.3%.
- Health, Wealth & Career operating margin rose to 28.6% from 24.7%, and Risk & Broking operating margin rose to 18.8% from 18.1%.
- Share repurchases of $600 million in the quarter; the company expects about $1.5 billion of repurchases for 2025.
- Nine-month free cash flow was $838 million, up $114 million from $724 million, driven by margin expansion and the end of Transformation program cash outflows.
- Expected 2025 headwinds include the loss of TRANZACT's $1.14 contribution to 2024 adjusted EPS and a net Bain Capital reinsurance joint venture headwind of about $0.10 per share.
03—Questions
Frequently Asked Questions
Why was reported revenue flat despite 5% organic growth?
The filing attributes the flat reported revenue of $2.29 billion to the sale of TRANZACT. Organic growth of 5% excludes the effects of currency, acquisitions and divestitures, and the TRANZACT divestiture reduced reported revenue by about 6 percentage points in the quarter.
Why are reported and adjusted EPS so different in the prior-year comparison?
The third quarter of 2024 included a $1.04 billion goodwill impairment and other charges tied to the TRANZACT sale, producing a reported diluted loss of $16.44 per share. Adjusted diluted EPS excludes such items and was $2.77 for that period.
What changed in the company's non-GAAP metrics?
Going forward, all reported non-GAAP metrics exclude non-cash net periodic pension and postretirement benefits, and free cash flow deducts cash outflows for capitalized software costs. The company says historical non-GAAP measures have been recast in its supplemental materials.
What should investors expect for capital returns and cash flow in 2025?
The company expects share repurchases of about $1.5 billion for 2025, subject to market conditions and possible investment opportunities. It also expects cash outflows in 2025 from paying accrued Transformation program costs, which concluded in 2024.
04—Continue