Willis Towers Watson Public Limited Company (WTW)
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Nasdaq 36th Investor Program

Jun 15, 2017

David Wicks
VP of Listings, Nasdaq

Morning, everyone. My name is David Wicks. I'm with Nasdaq, and it's my pleasure to welcome our next company and speaker, Willis Towers Watson. For those of you who are not familiar with them, they're a leading global advisory, broking, and solutions company that helps clients around the world turn risk into a path for growth. Joining us today, we are fortunate to have John Haley, the CEO, who has been CEO and director of Willis Towers since January 4th of 2016. With that, I will turn it over to John. John, please join us.

John Haley
CEO, Willis Towers Watson

Thanks very much, David, hello, everybody. It's a pleasure to be here. We have the usual forward-looking statements, we use non-GAAP measures in this presentation. Let me just start here. Willis Towers Watson, as David said, Willis Towers Watson is a leading global advisory, brokerage, and solutions company. We use this advisory, brokering, and solutions, ABS, as we refer to it, to talk about ourselves because Willis Towers Watson is a merger between two organizations, Willis, which was in the brokerage and really solutions area, and Towers Watson, which is a consulting firm, consulted on human resources, retirement, healthcare, talent and rewards, insurance company consulting, et cetera. As we brought the two of them together, it was because we saw their worlds converging.

Willis was moving towards a world where their clients were looking for more advisory and consultative services from their brokers, and Towers Watson saw a world where their clients were asking for more transactional and product and solutions that they would be provided. We saw bringing the two of them together as a way to accelerate both of our movements into this advisory, brokerage, and solutions area. This slide here just gives you a couple of highlights of Willis Towers Watson as we've put it together. One of the things we are really focused on with the new company is this notion of bringing together analyses around risk and people, because we do see that the two of them are related in the longer run. We think our organization is going to be uniquely placed to help clients with that.

We do have our senior management team. It's a team that has been in the business for a while, I think understands the business quite well. A number of us have been through some of these large-scale mergers together. Mergers are always, there's some inherent difficulty, they're a little bit difficult to bring together, we actually have a pretty good track record, we believe, in having done that. As we think about the organization, what we're trying to do as Willis Towers Watson, we are focused on using the free cash flow that we generate, we expect to generate a good bit of that, to enhance shareholder value. I'll touch upon that a minute in one of the later slides.

Willis Towers Watson itself was formed in January 4th of 2016, it's a relatively new company, but the roots of the whole company go back many years. In the case of 1828, in the case of Willis, and back into 1878 in the case of Towers Watson. We have about 40,000 employees. We work in about 140 countries and territories, and we have an impressive roster of clients spanning the globe. This is sort of a snapshot of the company. We are just under $8 billion in revenue. This, by the way, is last year's calendar 2016 financial results. $1.8 billion or just over 22% of adjusted EBITDA. I mentioned about 40,000 colleagues in 140 countries.

As we look at the geography, about 50% of the company is North America, about 22% is Great Britain, 16% in Western Europe and 12% in what we call international Asia Pacific, Latin America, and Eastern Europe together. These things have been reasonably stable. Exchange rates move them a little bit from time to time. Great Britain has been in between 20%-25% of the company, and North America around 50%. Those are pretty constant over time. The business mix we are in main segments, as we call them. About just over 40% of the company, the largest segment is Human Capital and Benefits. In a later slide, I'll go into some more detail about what we do in each of them. This is largely a Towers Watson legacy, although not exclusively.

Actually, a significant portion of it came from Willis before. This is the retirement, healthcare, and human resource consulting operation that we have there. About a third of the company is Corporate Risk and Broking, which is exclusively from the Willis part of the merger. Just under 20% is the Investment, Risk and Reinsurance, a combination of investment consulting from Towers Watson, a large insurance company consulting operation. We have the world's largest actuarial insurance consulting operation, and that's from Towers Watson also. The reinsurance, Willis Re, et cetera. A number of different lines of business that make up the IRR segment. The smallest segment, about 8%, we run private healthcare exchanges in the U.S. Although the smallest segment, it's by far the fastest-growing, and I'll talk a little bit more about that, but it's a very exciting operation we have there.

When we brought the two organizations together, I talked about the concept of ABS and how we both saw our futures moving towards this advisory, brokerage, and solutions area. We were also aware that we had some different clients that we served. Towers Watson was predominantly a large corporate relationship organization. Willis was, in some areas, had some significant large corporate relationships, but in other areas, didn't have as many, and was largely a middle market. That's particularly true in the brokerage operation in, say, North America. One of the things that Towers Watson had been focused on was expanding in the middle market. We thought that to realize some of our ambitions around becoming a company that provided more products and solutions, we needed more of a middle-market distribution capability.

Linking up with that through Willis was vitally important, I think, to Towers Watson. Willis was looking to expand more in the large corporate relationships. Bringing these two together is one of the other things that's not just a byproduct of the merger. Frankly, it's an important reason for doing it, is to link up the two of them. You can see here, the legacy from Towers Watson served 82% of the Fortune 1000, 78% of the Fortune Global 500, 84% of the FTSE 100. Throughout the world, really, served the largest corporate clients. With Willis, we get 20,000 middle-market clients just in the U.S. alone. We like the idea of bringing them together and integrating what we're providing. As we think about Willis Towers Watson and what we were providing to our stakeholders, we identify three stakeholders.

We identify clients, our shareholders, and then our colleagues around the world. When we think about doing mergers or any other major initiatives like this, we always ask ourselves, "Is this something that is good for all of the different stakeholders that we have here?" When we looked at the clients, the merger that we put together is one that we thought provided a powerful client proposition. I talked about the fact that we would be able to enhance our strategy of becoming more of a full-service provider by providing products and solutions that we knew that clients were clamoring for, in addition to consulting services. That by expanding into the middle market, say from the Towers Watson side, would be one that would enable us to have a platform that we could continue to provide those.

We think that in the long run, this notion of linking risk and people is something that provides another powerful client proposition. Most mergers you get, you just take two firms, and you get bigger at what you already do. When Towers Watson was created, that was back in 2010, that was a merger of Towers Perrin and Watson Wyatt, and it was two companies that did almost exactly the same thing in almost exactly the same countries. It was just a scale merger where we get bigger. Willis Towers Watson is a scope merger, where there's not as much overlap of services. In actual fact, very little overlap, but where we're actually providing a much larger scope. It's the kind of thing that enhances the client proposition, I think, a great deal that you bring to people.

I touched already on the acceleration of the growth in our strategic priorities that we have there. That's something that I think is powerful for both our clients and our shareholders and also our colleagues, I guess. The synergies that we get, I'll talk in the next slide about some of the synergies that we saw there, but we thought that there was quite a financially compelling reason for the merger. We identified several billion dollars of value that we thought could be created by the merger that would redound to the benefit of shareholders.

Lastly, for our colleagues, one of the things that we spent a lot of time on, both when we were contemplating the merger and in the first year of doing it, is making sure that we had a set of values that worked for all of our colleagues across the organization, that was one that was true to the roots and the legacy that we had there. We think we have that. We also think that the expanded opportunities that will come for our colleagues as a result of the merger are something that is really working to their benefit. Again, a powerful platform, we think, for all of our stakeholders. As we looked at the shareholder value creation, I mentioned the synergies that we identified, we really identified three major synergies. These are three major revenue synergies.

We focused on, these were run rates that we expected to get by the end of the third year, so the end of 2018. The first was in the global healthcare. Towers Watson had developed a new offering, a new platform in the global healthcare arena and had just started to go to market with that. One of the things that required was a brokerage capability. We were looking to link up with a broker, we had identified another broker that we were going to work with. Because we did the merger, we were able to substitute the Willis brokerage network then hit the ground running in 2016 with that. We thought that we could get to a run rate of $75 million by the end of 2018.

As you see here, with the revenue synergies, they obviously ramp up slower because the first year, you're just beginning to get together with your new colleagues and do this. We had expected that we would get maybe 5%-10% at the end of the first year. We had identified $75 million for that global healthcare. We'd identified somewhere between $100 million-$250 million for this healthcare exchange. That's that business in the U.S. running the private healthcare exchanges, then about $200 million for expanding Willis's presence in the large company P&C market in the U.S. We identified some cost and tax synergies, about $100 million-$125 million of cost savings that we thought we would get from the merger. It's very interesting. We identified, I guess, $100 million-$125 million of cost savings, that quickly becomes $125 million.

Should learn that it's no sense giving a range anymore. Then we identified $75 million of tax savings. Both of those are right on target. In fact, we thought that it would take us about two years to get to the lower tax rate. We got there in the first year. We feel pretty good about those. Targeting the enhanced growth, we expected to get to an adjusted EBITDA margin of 25%. You may remember for 2016, we were at 22.3%, we saw some margin improvement over the years. Where do we stand against those? As I said, we expected to get 5%-10% of the revenue synergies in the first year. For the global health, that was a goal of around $7.5 million.

We actually won 23 global or regional, multi-country regional projects there, and they were valued at over $18 million, and then 120 single country projects that were valued at $5 million. Obviously, the single country projects are smaller projects in general than the others. We way exceeded our goal there, and I think the global healthcare proposition that we have is actually quite compelling, and we expect to continue on this kind of a pace during the next couple of years. When you win these, they do phase in. You don't immediately go and implement them everywhere around the world, so you don't get the revenue quite as fast, but you get at least half of it in the next year. The $75 million run rate, we expect we'll have no problem hitting that.

In the active healthcare exchanges, we had a goal of somewhere in the $5 million-$10 million range. We added about 75,000 total lives from the legacy Willis mid-market distribution network in the first year alone. That's about $15 million worth of revenue. Finally, on the large company P&C, we won about 30 accounts for a total of about $12 million. Eight different industries, so it was a rather broad base in terms of what we were successful at, and again, ahead of our goal there. The one thing I would say about this is It actually looks great because we're ahead of all of our goals here. The fact of the matter is the real work is ahead of us.

I'm comforted that we're ahead of our goals so far, but I don't want to take too much comfort from that because 90% of it is to be gotten in the second and third year. It's good news so far, but it's only limited good news as far as that goes. The goal for the cost savings was about $20 million in the first year. We got to $40 million in merger-related tax savings. We're pretty confident that we're going to hit the $125 million goal that we had here. As I mentioned, we had expected that we would be able to get the tax rate down to, or what we had said to the street was we would get the tax rate down to 25% by the end of year two.

I think the synergy goal was actually at end of year three, but we actually got the tax rate down to 21% in the first year. Some of that is, there are some one-time events there, so maybe the ongoing tax rate is more like 23 or 24 to normalize. It was still better than what we had projected we would get to over a several-year period. We feel pretty good about our progress. As I said, we recognize that in some cases, particularly the revenue synergies, really most of that is ahead of us. I think the cost synergies, even though some of those won't be occurring, we've actually put in place all the things that we feel extraordinarily confident that we will hit those. The revenue synergies are still in front of us to a large degree.

When I look at Towers Watson financial management philosophy, I sort of touched upon this in one of the first things there. We do want to make sure we manage with financial discipline. We are very focused on hitting the 25% EBITDA margin that we have there. We take seriously any goals we set around profitability, and that's going to be the main focus we have there. We want to drive free cash flow. As we think about what we're going to do with our cash, we think that we certainly want to return excess cash to shareholders. We have a low investment grade rating. We want to maintain the low investment grade rating. Within that, we want to return all cash we can to shareholders, too.

We want to make sure that we have some clear and consistent reporting of our financial results. We've been working to make sure that things are as simple and as transparent as possible so that shareholders can understand what we've been doing and that we can clearly communicate and actually clearly manage to certain results. I mentioned we have four business segments. Let me just talk briefly about the four of them. The Human Capital, this is the biggest one. You may remember it's 41% of the firm. Towers Watson had all of their Human Capital. We had a very large retirement consulting operation, very large healthcare consulting operation, et cetera. That all moved into the Human Capital.

Willis had almost $1 billion of revenue, about $900 million of revenue in the healthcare and retirement space also, largely brokerage-related revenue, and that's part of the Human Capital and Benefits also. This is a business that is a hybrid that is merging operations from both of the legacy ones. It's large. It's not a particularly fast-growing operation, but it's a large, stable, and very profitable part of our operation. The second largest, just under a third of the business, is Corporate Risk and Broking. It's an operation that came over unchanged from Willis, so it's one legacy company operation. We do the normal Corporate Risk and Broking. We're the third largest broker in the world, and I think in a number of critical industries like aviation, construction, et cetera, we're the world's leading broker there.

Investment, Risk and Reinsurance is another one that is a merger of some different ones, although it's not a merger in the way the Human Capital and Benefits, we actually merged the complete operations together. In the Investment, Risk and Reinsurance, it's more that we're housing some different lines of business under a similar thing, and we're having them work together, but the lines of business are sort of a little bit the way they were before the merger. Our investment consulting business that we had from Towers Watson is there. In that case, we help organization, and it's mostly pension plans, although some charities and sovereign wealth funds we work with also. We help them set their investment philosophy.

We will help them pick investment managers, although increasingly what we do is we function as sort of the chief investment officer, and we will hire and fire the managers in conjunction with the investment philosophy and the mandates from the plan sponsor. As I said, we have the world's largest actuarial consulting operation to insurance companies. We do extraordinarily sophisticated software to help insurance companies evaluate their risks, manage their portfolio, do capital adequacy tests, and then we do consulting around that. That group, the risk and consulting group, works closely with their colleagues in the reinsurance operation. Willis Re is one of the largest reinsurance consulting firms in the world. They work closely with risk consulting. The kind of tools and analytics that we have are ones that are easily adaptable to their business. We also have a wholesale operation in Investment, Risk and Reinsurance.

In Exchange Solutions , we run private healthcare exchanges in the U.S. It's important to distinguish it. The public ones are the Obamacare exchanges. The ones that are in a bit of a limbo and everything are the public exchanges. The private healthcare exchanges are ones that have been around, actually predate Obama becoming president. We did our first healthcare exchange in 2007. We help corporations who want to use exchange principles to offer the healthcare benefits to their employees. When we do this, it tends to be win-win. The employees get a lot more choice in the benefits and in the particular networks that they can be in. They have more choice than they ever had before. It's also cheaper for the employers. We find that our employers save an average of about $1,400 per employee when they go to an exchange.

Of that 1,400, the employers end up pocketing about 900 and give about 500 to the employees in terms of better benefits. We have a quite compelling proposition there. We also offer exchanges for retirees that are covered under the employer's retiree medical plan. Again, even for the largest employers in the country, if we do it in our exchange, it's cheaper than them doing it themselves. We had one organization bring about 100,000 retirees onto our exchange, and we did it about 20% cheaper than they were able to do it themselves. We have a very compelling proposition there. That's our fastest-growing part of the business. I think I've talked about this slide for the most part. First quarter performance, we had a good first quarter. We had 5% constant currency growth, about 5% organic.

We think that the growth was helped a couple bit for a number of different reasons. One, last year, Easter was in the first quarter, and particularly in Europe, nobody is around two weeks in Easter, and if you're a consulting operation, in particular, it means your revenues go way down. We had a weak comparison last year because of the two weeks in March losing it, and that'll shift around. It'll become a tougher comparison for us. For the second quarter, there were a number of quirky things that we think led some clients to advance projects or revenue that might have otherwise. While we think we had a pretty good first quarter, still, we think it's probably 3%-4% rather than maybe 5% there. Overall, terrific quarter, adjusted EBITDA margin of 30.5%.

The first quarter is seasonally higher than the others, even so, this was a terrific result for us. The guidance for the year, we had constant currency revenue growth we had said would be in the 2%-3% range. We had the very good first quarter. We did not change our guidance, partly because we do think there was some seasonal, there was some shift from the second quarter to the first quarter. We did say we feel pretty confident about being in the 2%-3% range, probably at the higher end of that. We were looking to get an adjusted EBITDA margin in the 23%-24% range. The tax rate, again, in the 23%-24% range. We're looking at EPS of about $8.40-$8.55. That's, again, a healthy increase from adjusted EPS of about $7.95 last year.

We have some restructuring costs. They were running about $140 million. We're looking to phase out these restructurings, we're going to be ending them relatively soon. We feel pretty good about the financial performance and our prospects going forward. Maybe to summarize, I would just say, look, we are a leading global advisory, brokerage, and solutions, that ABS notion of what we are trying to do. We have terrific brand recognition. We have long-standing, stable relationships across many of our clients with a strong recurring base. We think that we can put in place a number of things that are going to enhance our profitability and our performance significantly. We've already done that over the last couple of years. We're going to be continuing that over the next couple.

2016 was a year of transition after the merger, we're pleased with our performance and the things we put in place there, we think we have a terrific base to build from in the future. Thank you very much. I think that's our 30 minutes. Thank you.