01—Abstract
Summary
Summary of the 8-K/A filed October 31, 2025. Cited figures are marked; the original filing is the authoritative source.
Willis Towers Watson (WTW) filed Amendment No. 1 to its Form 8-K to correct a typo in the Operating Margin Percentage data for the Risk & Broking ("R&B") table in the Earnings Release furnished as Exhibit 99.1 to the Original Form 8-K filed October 30, 2025.
No other changes were made. The furnished press release reports third quarter 2025 results: revenue of $2.29 billiona, flat year over year and reflecting the sale of TRANZACT, with organic revenue growth of 5%. GAAP diluted EPS was $3.11 versus a loss of $(16.44) in the prior-year quarter, which included a goodwill impairment and losses tied to the TRANZACT sale.
Adjusted diluted EPS was $3.07b, up 11%, and adjusted operating margin was 20.4%, up 230 basis points. Segment results were mixed. Health, Wealth & Career ("HWC") revenue was $1.26 billion, down 5% as reported and up 4% organically, with operating margin of 28.6%, up 390 basis points largely due to the TRANZACT sale.
Risk & Broking ("R&B") revenue was $1.01 billionc, up 7% as reported and 6% organically, with operating margin of 18.8%. For the nine months ended September 30, 2025, free cash flow was $838 million compared with $724 million a year earlier, and the company repurchased 1,848,098 shares for $600 million during the quarter.
The company reiterated its 2025 considerations: share repurchases of approximately $1.5 billiond, a foreign currency tailwind of approximately $0.10 to adjusted diluted EPS for the full year, a reinsurance joint venture with Bain Capital expected to be a net headwind of approximately $0.10 per share, and roughly 100 basis points of average annual margin expansion in R&B over the next three years. The amendment itself does not change any financial figures.
02—Key points
Key Highlights
- Q3 2025 revenue of $2.29 billion was flat year over year due to the TRANZACT sale; organic revenue grew 5%.
- GAAP diluted EPS was $3.11 versus a loss of $(16.44) in Q3 2024; adjusted diluted EPS was $3.07, up 11%.
- Adjusted operating margin was 20.4%, up 230 basis points from the prior-year quarter.
- HWC operating margin rose to 28.6% (up 390 basis points), with much of the increase attributed to the TRANZACT sale; organic revenue grew 4%.
- R&B revenue grew 7% as reported and 6% organically to $1.01 billion, with operating margin of 18.8%.
- Nine-month free cash flow was $838 million, up from $724 million; the company repurchased $600 million of shares in the quarter.
- Full-year 2025 outlook includes approximately $1.5 billion in share repurchases and a net reinsurance joint venture headwind of approximately $0.10 per share.
03—Questions
Frequently Asked Questions
Why was this 8-K amended?
Amendment No. 1 corrects a typo in the Operating Margin Percentage data in the Risk & Broking table of the earnings release (Exhibit 99.1). No other changes were made to the original filing.
Why did reported revenue stay flat in Q3 2025?
The filing attributes flat reported revenue of $2.29 billion to the sale of TRANZACT. On an organic basis, revenue increased 5%.
Why is the year-over-year comparison for GAAP net income and EPS not meaningful?
The prior-year third quarter included pre-tax non-cash losses and impairment charges related to the sale of TRANZACT, including a $1,042 million goodwill impairment, which produced a net loss of $(1,672) million and diluted EPS of $(16.44).
What capital allocation and cash flow expectations did WTW give for 2025?
The company expects share repurchases of approximately $1.5 billion, subject to market conditions and potential investment opportunities. It also expects cash outflows in 2025 from payments of accrued Transformation program costs.
04—Continue