UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM
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CURRENT REPORT
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On October 29, 2020, Willis Towers Watson Public Limited Company ("Willis Towers Watson") issued a press release announcing its financial results for the period ended September 30, 2020.
A copy of Willis Towers Watson's press release is attached hereto as an exhibit to this Current Report on Form 8-K and is incorporated by reference herein. A reconciliation between certain non-GAAP financial measures and reported financial results is provided as an attachment to the press release.
Willis Towers Watson also posted a slide presentation to its website, which it may refer to during its conference call to discuss the results. The slide presentation is attached hereto as Exhibit 99.2 and incorporated herein by reference.
The information contained in Item 2.02 and Item 7.01 of this Current Report on Form 8-K (including Exhibits 99.1 and 99.2) is being furnished and shall not be deemed "filed" for the purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), or otherwise subject to the liabilities of that section. Such information shall not be incorporated by reference into any registration statement or other document pursuant to the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by specific reference in any such filing.
(d) Exhibits
| Exhibit No. | Description | |
| 99.1 | Press release, October 29, 2020, announcing the financial results for the period ended September 30, 2020, for Willis Towers Watson plc. | |
| 99.2 | Slide Presentation, supplementing the above press release. | |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) |
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| WILLIS TOWERS WATSON PLC | ||
| (Registrant) | ||
| Date: October 29, 2020 | By: | /s/ Neil D. Falis |
| Name: | Neil D. Falis | |
| Title: | Deputy Corporate Secretary | |
EXHIBIT 99.1
Willis Towers Watson Reports Third Quarter 2020 Earnings
- Revenue1 for the quarter increased 1% to $2.0 billion with flat constant currency revenue
- Year-to-date cash flows from operating activities were $1.2 billion, up 95% compared to $620 million in the prior year
- Year-to-date free cash flow was $1.0 billion, up 130% compared to $445 million in the prior year
- Diluted Earnings per Share were $0.93 for the quarter, up 60% over prior year
- Adjusted Diluted Earnings per Share were $1.33 for the quarter, up 2% over prior year
- Income from Operations was $73 million or 3.6% of revenue, down 180 basis points over the prior year quarter
- Adjusted Operating Income was $238 million or 11.8% of revenue, up 20 basis points over the prior year quarter
ARLINGTON, Va. and LONDON, Oct. 29, 2020 (GLOBE NEWSWIRE) -- Willis Towers Watson (NASDAQ: WLTW) (the “Company”), a leading global advisory, broking and solutions company, today announced financial results for the third quarter ended September 30, 2020.
“I am very pleased with the Company’s financial results for the third quarter and year to date. Despite the challenging operating environment brought on by the COVID-19 pandemic, we delivered solid margins, strong free cash flow growth, and adjusted EPS growth,” said John Haley, Willis Towers Watson’s chief executive officer. “The third quarter results are reflective of our prudent cost-management and liquidity preservation efforts. Though there is looming uncertainty around the duration and severity of business disruptions, I am encouraged by the resilience we have demonstrated to date, and we remain confident in our ability to drive improvements and deliver value for our clients and shareholders.”
Third Quarter Company Highlights
Revenue was $2.01 billion for the third quarter of 2020, an increase of 1% (flat constant currency and 1% decrease organic) as compared to $1.99 billion for the same period in the prior year.
For the nine months ended September 30, 2020, revenue was $6.59 billion, an increase of 4% (5% increase constant currency and 1% increase organic) as compared to $6.35 billion for the same period in the prior year.
Income from operations for the third quarter of 2020 was $73 million, or 3.6% of revenue, a decrease of 180 basis points compared to the third quarter of the prior year. Adjusted operating income was $238 million, or 11.8% of revenue, up 20 basis points compared to the third quarter of the prior year. Net income attributable to Willis Towers Watson for the third quarter of 2020 was $121 million, an increase of 61% from $75 million for the prior-year third quarter. For the quarter, diluted earnings per share were $0.93 and adjusted diluted earnings per share were $1.33. Net income attributable to Willis Towers Watson and diluted earnings per share for the third quarter of 2020 included pre-tax $42 million of transaction and integration expenses mostly related to the pending business combination with Aon plc. The U.S. GAAP tax rate for the quarter was 27.6%, and the adjusted income tax rate for the quarter used in calculating adjusted diluted earnings per share was 30.0%.
For the nine months ended September 30, 2020, income from operations was $596 million, or 9.0% of revenue, a decrease of 110 basis points compared to the same period in the prior year. Adjusted operating income was $1.1 billion, or 16.1% of revenue, flat compared to the same period in the prior year. Net income attributable to Willis Towers Watson for the nine months ended September 30, 2020 was $520 million, an increase of 4% from $500 million for the same period in the prior year. For the nine months ended September 30, 2020, diluted earnings per share were $3.99 and adjusted diluted earnings per share were $6.47. Net income attributable to Willis Towers Watson and diluted earnings per share for the nine months ended September 30, 2020 included pre-tax $65 million of transaction and integration expenses mostly related to the pending business combination with Aon plc. For the nine months ended September 30, 2020, the U.S. GAAP tax rate was 27.1%, and the adjusted income tax rate used in calculating adjusted diluted earnings per share was 23.1%.
1 The revenue amounts included in this release are presented on a U.S. GAAP basis except where stated otherwise. The segment discussion is on an organic basis.
Net income for the third quarter of 2020 was $122 million, or 6.1% of revenue, an increase from net income of $80 million, or 4.0% of revenue for the prior-year third quarter. Adjusted EBITDA for the third quarter of 2020 was $382 million, or 19.0% of revenue, an increase from Adjusted EBITDA of $344 million, or 17.3% of revenue.
For the nine months ended September 30, 2020, net income was $537 million, or 8.2% of revenue, an increase from net income of $522 million, or 8.2% of revenue for the same period in the prior year. Adjusted EBITDA for the nine months ended September 30, 2020 was $1.5 billion, or 22.8% of revenue, an increase from Adjusted EBITDA of $1.4 billion, or 21.6% of revenue.
Cash flows from operating activities for the nine months ended September 30, 2020 were $1.2 billion, up 95% compared to $620 million for the prior-year. Free cash flow for the nine months ended September 30, 2020 were $1.0 billion, up 130% compared to $445 million for the prior-year. The increase in cash flows from operations as compared to the prior year was primarily due to positive cash flows from our improved working capital for the nine months ended September 30, 2020 as compared to September 30, 2019. During the nine months ended September 30, 2020, the Company had no share repurchase activity.
Risks and Uncertainties Related to the COVID-19 Pandemic
The extent to which COVID-19 continues to impact our business and financial position will depend on future developments, which are difficult to predict, including the severity and scope of the COVID-19 pandemic as well as the types of measures imposed by governmental authorities to contain the virus or address its impact and the duration of those actions and measures. We continue to expect that the COVID-19 pandemic will negatively impact our revenue and operating results for the remainder of 2020, and beyond. During the third quarter of 2020, the COVID-19 pandemic had a negative impact on revenue growth, particularly in our businesses that are discretionary in nature, but otherwise it generally had no material impact on our overall results. Some of our discretionary, project-based businesses saw a reduction in demand, and potential negative impacts on our revenue and operating results may lag behind the developments thus far related to the COVID-19 pandemic. We continue to closely monitor the spread and impact of COVID-19 while adhering to government health directives. We have thorough business continuity and incident management processes in place that have been activated. We are prioritizing the safety and wellbeing of our colleagues. We are communicating frequently with clients and critical vendors, while meeting our objectives via remote working capabilities, overseen and coordinated by our incident management response team. For additional information on the risks posed by COVID-19, see additional disclosures in the Company’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2020.
Segment Highlights
Human Capital & Benefits
The Human Capital & Benefits (HCB) segment had revenue of $796 million, a decrease of 1% (2% decrease constant currency and 2% decrease organic) from $807 million in the prior-year third quarter. On an organic basis, the global impact of COVID-19 negatively impacted demand in our Talent and Rewards business, causing the majority of the segment’s revenue to decline. Health and Benefits delivered moderate revenue growth, driven by increased consulting and brokerage services and continued expansion of our client portfolio for both local and global appointments. In our Retirement and Technology and Administration Solutions businesses, revenue declined modestly as a result of reduced de-risking activity in North America and less project work outside North America. The HCB segment had an operating margin of 26.3%, as compared to 26.6% for the prior-year third quarter.
Corporate Risk & Broking
The Corporate Risk & Broking (CRB) segment had revenue of $649 million, a nominal decrease (1% decrease constant currency and 1% decrease organic) from $651 million in the prior-year third quarter. On an organic basis, revenue declined in North America due to the non-recurrence of a one-time benefit reflected in the prior year results in connection with a book of business sale. Revenue decreased in Great Britain due to a change in the remuneration model for certain lines of business. This change, which is neutral to operating income, results in lower revenue and an equal reduction to salaries and benefits expense. Absent this change, Great Britain revenue increased, primarily as a result of new business. Both Western Europe and International revenues increased as a result of new business and strong renewals. The CRB segment had an operating margin of 12.5%, as compared to 12.4% for the prior-year third quarter.
Investment, Risk & Reinsurance
The Investment, Risk & Reinsurance (IRR) segment had revenue of $331 million, an increase of 2% (flat constant currency and 3% increase organic) from $325 million in the prior-year third quarter. On an organic basis, most lines of business contributed to the growth. Reinsurance growth was driven by new business wins and favorable renewal factors while Insurance Consulting and Technology revenue grew from technology sales. Max Matthiessen and Investment revenue increased as a result of positive volatility in financial markets. Modest revenue growth in the Investment businesses resulted from client wins and increased project work in the UK. The IRR segment had an operating margin of 8.6%, as compared to 9.3% for the prior-year third quarter.
Benefits Delivery & Administration
The Benefits Delivery & Administration (BDA) segment had revenue of $226 million, an increase of 26% (26% increase constant currency and 6% increase organic) from $179 million in the prior-year third quarter. BDA’s organic revenue increase was primarily driven by the inclusion of TRANZACT in the organic results beginning in August 2020, with growth across all products. TRANZACT generated $96 million of revenue for the three months ended September 30, 2020. Benefits Outsourcing revenue also grew, driven by its expanded client base in our Health practice. The BDA segment had an operating margin of negative 5.3%, as compared to negative 11.9% for the prior-year third quarter.
2020 Guidance Update
Due to the uncertainties caused by the COVID-19 pandemic, Willis Towers Watson previously withdrew (and consequently fully disclaimed) its full-year 2020 guidance. We continue to be unable to predict the extent of the impact of the COVID-19 pandemic, and remain focused on maintaining a strong balance sheet, liquidity, and financial flexibility.
Conference Call
The Company will host a live webcast and conference call to discuss the financial results for the third quarter. It will be held on Thursday, October 29, 2020, beginning at 9:30 a.m. Eastern Time, and can be accessed via the Internet at www.willistowerswatson.com. The replay of the call will be available shortly after the live call for a period of three months. A telephonic replay of the call will also be available for 24 hours at 404-537-3406, conference ID 7489896.
About Willis Towers Watson
Willis Towers Watson (NASDAQ: WLTW) is a leading global advisory, broking and solutions company that helps clients around the world turn risk into a path for growth. With roots dating to 1828, Willis Towers Watson has more than 45,000 employees and services clients in more than 140 countries. We design and deliver solutions that manage risk, optimize benefits, cultivate talent, and expand the power of capital to protect and strengthen institutions and individuals. Our unique perspective allows us to see the critical intersections between talent, assets and ideas — the dynamic formula that drives business performance. Together, we unlock potential. Learn more at willistowerswatson.com.
Willis Towers Watson Non-GAAP Measures
In order to assist readers of our consolidated financial statements in understanding the core operating results that Willis Towers Watson’s management uses to evaluate the business and for financial planning, we present the following non-GAAP measures: (1) Constant Currency Change, (2) Organic Change, (3) Adjusted Operating Income/Margin, (4) Adjusted EBITDA/Margin, (5) Adjusted Net Income, (6) Adjusted Diluted Earnings Per Share, (7) Adjusted Income Before Taxes, (8) Adjusted Income Taxes/Tax Rate and (9) Free Cash Flow.
The Company believes that these measures are relevant and provide useful information widely used by analysts, investors and other interested parties in our industry to provide a baseline for evaluating and comparing our operating performance, and in the case of free cash flow, our liquidity results.
Within these measures referred to as ‘adjusted’, we adjust for significant items which will not be settled in cash, or which we believe to be items that are not core to our current or future operations. Some of these items may not be applicable for the current quarter, however they are expected to be part of our full-year results. These items include the following:
- Transaction and integration expenses - Management believes it is appropriate to adjust for transaction and integration expenses when they relate to a specific significant program with a defined set of activities and costs that are not expected to continue beyond a defined period of time, or significant acquisition-related transaction expenses. We believe the adjustment is necessary to present how the Company is performing, both now and in the future when the incurrence of these costs will have concluded.
- Gains and losses on disposals of operations - Adjustment to remove the gain or loss resulting from disposed operations.
- Pension settlement and curtailment gains and losses - Adjustment to remove significant pension settlement and curtailment gains and losses to better present how the Company is performing.
- Abandonment of long-lived asset - Adjustment to remove the depreciation expense resulting from internally-developed software that was abandoned prior to being placed into service.
- Provisions for significant litigation - We will include provisions for litigation matters which we believe are not representative of our core business operations.
- Tax effect of the CARES Act - Relates to the incremental tax expense impact, primarily from the Base Erosion and Anti-Abuse Tax (“BEAT”), generated from electing certain income tax provisions of the CARES Act.
- Tax effects of internal reorganization - Relates to the U.S. income tax expense resulting from the completion of internal reorganizations of the ownership of certain businesses that reduced the investments held by our U.S.-controlled subsidiaries.
We evaluate our revenue on an as reported (U.S. GAAP), constant currency and organic basis. We believe presenting constant currency and organic information provides valuable supplemental information regarding our comparable results, consistent with how we evaluate our performance internally.
Willis Towers Watson considers Constant Currency Change, Organic Change, Adjusted Operating Income/Margin, Adjusted EBITDA/Margin, Adjusted Net Income, Adjusted Diluted Earnings Per Share, Adjusted Income Before Taxes, Adjusted Income Taxes/Tax Rate and Free Cash Flow to be important financial measures, which are used to internally evaluate and assess our core operations and to benchmark our operating and liquidity results against our competitors. These non-GAAP measures are important in illustrating what Willis Towers Watson’s comparable operating and liquidity results would have been had the Company not incurred transaction-related and non-recurring items. Willis Towers Watson’s non-GAAP measures and their accompanying definitions are presented as follows:
Constant Currency Change – Represents the year-over-year change in revenue excluding the impact of foreign currency fluctuations. To calculate this impact, the prior year local currency results are first translated using the current year monthly average exchange rates. The change is calculated by comparing the prior year revenue, translated at the current year monthly average exchange rates, to the current year as reported revenue, for the same period. We believe constant currency measures provide useful information to investors because they provide transparency to performance by excluding the effects that foreign currency exchange rate fluctuations have on period-over-period comparability given volatility in foreign currency exchange markets.
Organic Change – Excludes the impact of fluctuations in foreign currency exchange rates, as described above and the period-over-period impact of acquisitions and divestitures on current-year revenue. We believe that excluding transaction-related items from our U.S. GAAP financial measures provides useful supplemental information to our investors, and it is important in illustrating what our core operating results would have been had we not included these transaction-related items, since the nature, size and number of these translation-related items can vary from period to period.
Adjusted Operating Income/Margin – Income from operations adjusted for amortization, transaction and integration expenses and non-recurring items that, in management’s judgment, significantly affect the period-over-period assessment of operating results. Adjusted operating income margin is calculated by dividing adjusted operating income by revenue. We consider adjusted operating income/margin to be important financial measures, which are used internally to evaluate and assess our core operations and to benchmark our operating results against our competitors.
Adjusted EBITDA/Margin – Net Income adjusted for provision for income taxes, interest expense, depreciation and amortization, transaction and integration expenses, (gain)/loss on disposal of operations and non-recurring items that, in management’s judgment, significantly affect the period-over-period assessment of operating results. Adjusted EBITDA Margin is calculated by dividing adjusted EBITDA by revenue. We consider adjusted EBITDA/margin to be important financial measures, which are used internally to evaluate and assess our core operations, to benchmark our operating results against our competitors and to evaluate and measure our performance-based compensation plans.
Adjusted Net Income – Net Income Attributable to Willis Towers Watson adjusted for amortization, transaction and integration expenses, gains and losses on disposal of operations and non-recurring items that, in management’s judgment, significantly affect the period-over-period assessment of operating results and the related tax effect of those adjustments and the tax effects of internal reorganizations. This measure is used solely for the purpose of calculating adjusted diluted earnings per share.
Adjusted Diluted Earnings Per Share – Adjusted Net Income divided by the weighted-average number of shares of common stock, diluted. Adjusted diluted earnings per share is used to internally evaluate and assess our core operations and to benchmark our operating results against our competitors.
Adjusted Income Before Taxes – Income from operations before income taxes adjusted for amortization, transaction and integration expenses, gains and losses on disposal of operations and non-recurring items that, in management’s judgment, significantly affect the period-over-period assessment of operating results. Adjusted income before taxes is used solely for the purpose of calculating the adjusted income tax rate.
Adjusted Income Taxes/Tax Rate – Provision for income taxes adjusted for taxes on certain items of amortization, transaction and integration expenses, gains and losses on disposal of operations, the tax effects of internal reorganizations, and non-recurring items that, in management’s judgment, significantly affect the period-over-period assessment of operating results, divided by adjusted income before taxes. Adjusted income taxes is used solely for the purpose of calculating the adjusted income tax rate. Management believes that the adjusted income tax rate presents a rate that is more closely aligned to the rate that we would incur if not for the reduction of pre-tax income for the adjusted items and the tax effects of internal reorganizations, which are not core to our current and future operations.
Free Cash Flow – Cash flows from operating activities less cash used to purchase fixed assets and software for internal use. Free Cash Flow is a liquidity measure and is not meant to represent residual cash flow available for discretionary expenditures. Management believes that free cash flow presents the core operating performance and cash-generating capabilities of our business operations.
These non-GAAP measures are not defined in the same manner by all companies and may not be comparable to other similarly titled measures of other companies. Non-GAAP measures should be considered in addition to, and not as a substitute for, the information contained within our condensed consolidated financial statements.
Reconciliations of these measures are included in the accompanying tables with the following exception.
The Company does not reconcile its forward-looking non-GAAP financial measures to the corresponding U.S. GAAP measures, due to variability and difficulty in making accurate forecasts and projections and/or certain information not being ascertainable or accessible; and because not all of the information, such as foreign currency impacts necessary for a quantitative reconciliation of these forward-looking non-GAAP financial measures to the most directly comparable U.S. GAAP financial measure, is available to the Company without unreasonable efforts. For the same reasons, the Company is unable to address the probable significance of the unavailable information. The Company provides non-GAAP financial measures that it believes will be achieved, however it cannot accurately predict all of the components of the adjusted calculations and the U.S. GAAP measures may be materially different than the non-GAAP measures.
Willis Towers Watson Forward-Looking Statements
This document contains “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995. You can identify these statements and other forward-looking statements in this document by words such as “may”, “will”, “would”, “expect”, “anticipate”, “believe”, “estimate”, “plan”, “intend”, “continue”, or similar words, expressions or the negative of such terms or other comparable terminology. These statements include, but are not limited to, such things as our outlook, the impact of the COVID-19 pandemic on our business, our pending business combination with Aon plc, future capital expenditures, ongoing working capital efforts, future share repurchases, growth in revenue, the impact of changes to tax laws on our financial results, existing and evolving business strategies and acquisitions and dispositions, demand for our services and competitive strengths, goals, the benefits of new initiatives, growth of our business and operations, our ability to successfully manage ongoing organizational and technology changes, including investments in improving systems and processes, and plans and references to future successes, including our future financial and operating results, plans, objectives, expectations and intentions and other statements that are not historical facts. Such statements are based upon the current beliefs and expectations of Willis Towers Watson’s management and are subject to significant risks and uncertainties. Actual results may differ from those set forth in the forward-looking statements. All forward-looking disclosure is speculative by its nature.
There are important risks, uncertainties, events and factors that could cause our actual results or performance to differ materially from those in the forward-looking statements contained herein, including the following: the ability of the company to successfully establish, execute and achieve its global business strategy as it evolves; changes in demand for our services, including any decline in consulting services, defined benefit pension plans or the purchasing of insurance; changes in general economic, business and political conditions, including changes in the financial markets; the risk that the COVID-19 pandemic substantially and negatively impacts the demand for our products and services and cash flows, and/or continues to materially impact our business operations, including increased demand on our information technology resources and systems and related risks of cybersecurity breaches or incidents; the risks relating to or arising from our pending business combination with Aon plc announced in March 2020, including, among others, our ability to consummate the transaction, including on the terms of the business combination agreement, on the anticipated timeline, and/or with the required regulatory approvals; significant competition that the company faces and the potential for loss of market share and/or profitability; the impact of seasonality and differences in timing of renewals; the failure to protect client data or breaches of information systems or insufficient safeguards against cybersecurity breaches or incidents; the risk of increased liability or new legal claims arising from our new and existing products and services, and expectations, intentions and outcomes relating to outstanding litigation; the risk the Stanford litigation settlement approval will be overturned on appeal, the risk that the Stanford bar order may be challenged in other jurisdictions, and the risk that the charge related to the Stanford settlement may not be deductible; the risk of substantial negative outcomes on existing litigation or investigation matters; changes in the regulatory environment in which the company operates, including, among other risks, the impact of pending competition law and regulatory investigations; various claims, government inquiries or investigations or the potential for regulatory action; the company’s ability to make divestitures or acquisitions and its ability to integrate or manage such acquired businesses (including the recently-completed acquisition in Latin America); our ability to successfully hedge against fluctuations in foreign currency rates; our ability to integrate direct-to-consumer sales and marketing solutions with our existing offerings and solutions; the ability to comply with complex and evolving regulations related to data privacy and cyber security; the ability to successfully manage ongoing organizational changes, including investments in improving systems and processes; disasters or business continuity problems; the impact of Brexit; risks relating to the U.S. 2020 election, including a potential increase in the corporate tax rate; our ability to successfully enhance our billing, collection and other working capital efforts, and thereby increase our free cash flow; the potential impact of the anticipated replacement of LIBOR; the ability of the company to properly identify and manage conflicts of interest; reputational damage, including from association with third parties; reliance on third-party services; the loss of key employees; doing business internationally, including the impact of exchange rates; compliance with extensive government regulation; the risk of sanctions imposed by governments, or changes to associated sanction regulations; our ability to effectively apply technology, data and analytics changes for internal operations, maintaining industry standards and meeting client preferences; changes and developments in the insurance industry or the United States healthcare system, including those related to Medicare; the inability to protect the company’s intellectual property rights, or the potential infringement upon the intellectual property rights of others; fluctuations in the company’s pension assets and liabilities; the company’s capital structure, including indebtedness amounts, the limitations imposed by the covenants in the documents governing such indebtedness and the maintenance of the financial and disclosure controls and procedures of each; the ability of the company to obtain financing on favorable terms or at all; adverse changes in the credit ratings of the company; the impact of recent changes to U.S. tax laws, including on our effective tax rate, and the enactment of additional, or the revision of existing, state, federal, and/or foreign regulatory and tax laws and regulations; U.S. federal income tax consequences to U.S. persons owning at least 10% of the company’s shares; changes in accounting principles, estimates or assumptions; fluctuation in revenue against the company’s relatively fixed or higher than expected expenses; the laws of Ireland being different from the laws of the United States and potentially affording less protections to the holders of our securities; and the company's holding company structure potentially preventing it from being able to receive dividends or other distributions in needed amounts from our subsidiaries. These factors also include those described under “Risk Factors” in the company’s most recent 10-K and 10-Q filings and subsequent filings filed with the SEC, including definitive additional materials, the merger proxy statement and other filings generally applicable to significant transactions and related integrations that are or will be filed with the SEC. Copies are available online at http://www.sec.gov or www.willistowerswatson.com.
Although we believe that the assumptions underlying our forward-looking statements are reasonable, any of these assumptions, and therefore also the forward-looking statements based on these assumptions, could themselves prove to be inaccurate. In light of the significant uncertainties inherent in the forward-looking statements included in this document, our inclusion of this information is not a representation or guarantee by us that our objectives and plans will be achieved.
Our forward-looking statements speak only as of the date made and we will not update these forward-looking statements unless the securities laws require us to do so. In light of these risks, uncertainties and assumptions, the forward-looking events discussed in this document may not occur, and we caution you against relying on these forward-looking statements.
Contact
INVESTORS
Rich Keefe | +1 215 246 3961 | Rich.Keefe@willistowerswatson.com
WILLIS TOWERS WATSON
Supplemental Segment Information
(In millions of U.S. dollars)
(Unaudited)
| REVENUE | |||||||||||||||||||
| Components of Revenue Change(i) | |||||||||||||||||||
| Three Months Ended September 30, | As Reported | Currency | Constant Currency | Acquisitions/ | Organic | ||||||||||||||
| 2020 | 2019 | % Change | Impact | Change | Divestitures | Change | |||||||||||||
| Human Capital & Benefits | $ | 796 | $ | 807 | (1)% | 1% | (2)% | 0% | (2)% | ||||||||||
| Corporate Risk & Broking | 649 | 651 | 0% | 0% | (1)% | 0% | (1)% | ||||||||||||
| Investment, Risk & Reinsurance | 331 | 325 | 2% | 2% | 0% | (3)% | 3% | ||||||||||||
| Benefits Delivery & Administration | 226 | 179 | 26% | 0% | 26% | 19% | 6% | ||||||||||||
| Segment Revenue | 2,002 | 1,962 | 2% | 1% | 1% | 1% | 0% | ||||||||||||
| Reimbursable expenses and other | 7 | 27 | |||||||||||||||||
| Revenue | $ | 2,009 | $ | 1,989 | 1% | 1% | 0% | 1% | (1)% | ||||||||||
| Components of Revenue Change(i) | |||||||||||||||||||
| Nine Months Ended September 30, | As Reported | Currency | Constant Currency | Acquisitions/ | Organic | ||||||||||||||
| 2020 | 2019 | % Change | Impact | Change | Divestitures | Change | |||||||||||||
| Human Capital & Benefits | $ | 2,413 | $ | 2,433 | (1)% | (1)% | 0% | 0% | 0% | ||||||||||
| Corporate Risk & Broking | 2,089 | 2,069 | 1% | (1)% | 2% | 0% | 2% | ||||||||||||
| Investment, Risk & Reinsurance | 1,359 | 1,323 | 3% | (1)% | 3% | (1)% | 4% | ||||||||||||
| Benefits Delivery & Administration | 666 | 440 | 51% | 0% | 51% | 49% | 2% | ||||||||||||
| Segment Revenue | 6,527 | 6,265 | 4% | (1)% | 5% | 3% | 2% | ||||||||||||
| Reimbursable expenses and other | 61 | 84 | |||||||||||||||||
| Revenue | $ | 6,588 | $ | 6,349 | 4% | (1)% | 5% | 3% | 1% | ||||||||||
(i) Components of revenue change may not add due to rounding.
SEGMENT OPERATING INCOME/(LOSS) (i)
| Three Months Ended September 30, | ||||||||
| 2020 | 2019 | |||||||
| Human Capital & Benefits | $ | 209 | $ | 214 | ||||
| Corporate Risk & Broking | 81 | 81 | ||||||
| Investment, Risk & Reinsurance | 28 | 31 | ||||||
| Benefits Delivery & Administration | (11 | ) | (21 | ) | ||||
| Segment Operating Income | $ | 307 | $ | 305 | ||||
| Nine Months Ended September 30, | ||||||||
| 2020 | 2019 | |||||||
| Human Capital & Benefits | $ | 582 | $ | 587 | ||||
| Corporate Risk & Broking | 343 | 312 | ||||||
| Investment, Risk & Reinsurance | 424 | 392 | ||||||
| Benefits Delivery & Administration | (31 | ) | (67 | ) | ||||
| Segment Operating Income | $ | 1,318 | $ | 1,224 | ||||
(i) Segment operating income/(loss) excludes certain costs, including amortization of intangibles, restructuring costs, transaction and integration expenses, certain litigation provisions, and to the extent that the actual expense based upon which allocations are made differs from the forecast/budget amount, a reconciling item will be created between internally-allocated expenses and the actual expenses reported for U.S. GAAP purposes.
SEGMENT OPERATING MARGINS
| Three Months Ended September 30, | ||||
| 2020 | 2019 | |||
| Human Capital & Benefits | 26.3% | 26.6% | ||
| Corporate Risk & Broking | 12.5% | 12.4% | ||
| Investment, Risk & Reinsurance | 8.6% | 9.3% | ||
| Benefits Delivery & Administration | (5.3)% | (11.9)% | ||
| Nine Months Ended September 30, | ||||
| 2020 | 2019 | |||
| Human Capital & Benefits | 24.1% | 24.1% | ||
| Corporate Risk & Broking | 16.4% | 15.1% | ||
| Investment, Risk & Reinsurance | 31.2% | 29.6% | ||
| Benefits Delivery & Administration | (4.7)% | (15.3)% | ||
RECONCILIATIONS OF SEGMENT OPERATING INCOME TO INCOME FROM OPERATIONS BEFORE INCOME TAXES
| Three Months Ended September 30, | ||||||||
| 2020 | 2019 | |||||||
| Segment Operating Income | $ | 307 | $ | 305 | ||||
| Amortization | (108 | ) | (118 | ) | ||||
| Transaction and integration expenses (i) | (42 | ) | (6 | ) | ||||
| Unallocated, net (ii) | (84 | ) | (74 | ) | ||||
| Income from Operations | 73 | 107 | ||||||
| Interest expense | (61 | ) | (62 | ) | ||||
| Other income, net | 156 | 55 | ||||||
| Income from operations before income taxes | $ | 168 | $ | 100 | ||||
| Nine Months Ended September 30, | ||||||||
| 2020 | 2019 | |||||||
| Segment Operating Income | $ | 1,318 | $ | 1,224 | ||||
| Amortization | (348 | ) | (368 | ) | ||||
| Transaction and integration expenses (i) | (65 | ) | (12 | ) | ||||
| Unallocated, net (ii) | (309 | ) | (202 | ) | ||||
| Income from Operations | 596 | 642 | ||||||
| Interest expense | (184 | ) | (172 | ) | ||||
| Other income, net | 324 | 177 | ||||||
| Income from operations before income taxes | $ | 736 | $ | 647 | ||||
(i) Includes transaction costs related to the proposed Aon combination and TRANZACT acquisition in 2019.
(ii) Includes certain costs, primarily related to corporate functions which are not directly related to the segments, and certain differences between budgeted expenses determined at the beginning of the year and actual expenses that we report for U.S. GAAP purposes.
WILLIS TOWERS WATSON
Reconciliations of Non-GAAP Measures
(In millions of U.S. dollars, except per share data)
(Unaudited)
RECONCILIATIONS OF NET INCOME ATTRIBUTABLE TO WILLIS TOWERS WATSON TO ADJUSTED DILUTED EARNINGS PER SHARE
| Three Months Ended September 30, | ||||||||
| 2020 | 2019 | |||||||
| Net Income attributable to Willis Towers Watson | $ | 121 | $ | 75 | ||||
| Adjusted for certain items: | ||||||||
| Amortization | 108 | 118 | ||||||
| Transaction and integration expenses | 42 | 6 | ||||||
| Provision for significant litigation (i) | 15 | — | ||||||
| Gain on disposal of operations | (85 | ) | — | |||||
| Tax effect on certain items listed above (ii) | (31 | ) | (29 | ) | ||||
| Tax effect of the CARES Act | 3 | — | ||||||
| Adjusted Net Income | $ | 173 | $ | 170 | ||||
| Weighted-average shares of common stock, diluted | 130 | 130 | ||||||
| Diluted Earnings Per Share | $ | 0.93 | $ | 0.58 | ||||
| Adjusted for certain items: (iii) | ||||||||
| Amortization | 0.83 | 0.91 | ||||||
| Transaction and integration expenses | 0.32 | 0.05 | ||||||
| Provision for significant litigation (i) | 0.12 | — | ||||||
| Gain on disposal of operations | (0.65 | ) | — | |||||
| Tax effect on certain items listed above (ii) | (0.24 | ) | (0.23 | ) | ||||
| Tax effect of the CARES Act | 0.02 | — | ||||||
| Adjusted Diluted Earnings Per Share | $ | 1.33 | $ | 1.31 | ||||
| Nine Months Ended September 30, | ||||||||
| 2020 | 2019 | |||||||
| Net Income attributable to Willis Towers Watson | $ | 520 | $ | 500 | ||||
| Adjusted for certain items: | ||||||||
| Abandonment of long-lived asset | 35 | — | ||||||
| Amortization | 348 | 368 | ||||||
| Transaction and integration expenses | 65 | 12 | ||||||
| Provision for significant litigation (i) | 15 | — | ||||||
| Gain on disposal of operations | (83 | ) | — | |||||
| Tax effect on certain items listed above (ii) | (96 | ) | (90 | ) | ||||
| Tax effect of the CARES Act | 38 | — | ||||||
| Adjusted Net Income | $ | 842 | $ | 790 | ||||
| Weighted-average shares of common stock, diluted | 130 | 130 | ||||||
| Diluted Earnings Per Share | $ | 3.99 | $ | 3.84 | ||||
| Adjusted for certain items: (iii) | ||||||||
| Abandonment of long-lived asset | 0.27 | — | ||||||
| Amortization | 2.67 | 2.82 | ||||||
| Transaction and integration expenses | 0.50 | 0.09 | ||||||
| Provision for significant litigation (i) | 0.12 | — | ||||||
| Gain on disposal of operations | (0.64 | ) | — | |||||
| Tax effect on certain items listed above (ii) | (0.74 | ) | (0.69 | ) | ||||
| Tax effect of the CARES Act | 0.29 | — | ||||||
| Adjusted Diluted Earnings Per Share | $ | 6.47 | $ | 6.06 | ||||
(i) See ‘Willis Towers Watson Merger-Related Securities Litigation’ within Part 1, Note 13 in the Company’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2020.
(ii) The tax effect was calculated using an effective tax rate for each item.
(iii) Per share values and totals may differ due to rounding.
RECONCILIATIONS OF NET INCOME TO ADJUSTED EBITDA
| Three Months Ended September 30, | |||||||||||||
| 2020 | 2019 | ||||||||||||
| Net Income | $ | 122 | 6.1 | % | $ | 80 | 4.0 | % | |||||
| Provision for income taxes | 46 | 20 | |||||||||||
| Interest expense | 61 | 62 | |||||||||||
| Depreciation | 73 | 58 | |||||||||||
| Amortization | 108 | 118 | |||||||||||
| Transaction and integration expenses | 42 | 6 | |||||||||||
| Provision for significant litigation (ii) | 15 | — | |||||||||||
| Gain on disposal of operations | (85 | ) | — | ||||||||||
| Adjusted EBITDA and Adjusted EBITDA Margin | $ | 382 | 19.0 | % | $ | 344 | 17.3 | % | |||||
| Nine Months Ended September 30, | |||||||||||||
| 2020 | 2019 | ||||||||||||
| Net Income | $ | 537 | 8.2 | % | $ | 522 | 8.2 | % | |||||
| Provision for income taxes | 199 | 125 | |||||||||||
| Interest expense | 184 | 172 | |||||||||||
| Depreciation (i) | 238 | 171 | |||||||||||
| Amortization | 348 | 368 | |||||||||||
| Transaction and integration expenses | 65 | 12 | |||||||||||
| Provision for significant litigation (ii) | 15 | — | |||||||||||
| Gain on disposal of operations | (83 | ) | — | ||||||||||
| Adjusted EBITDA and Adjusted EBITDA Margin | $ | 1,503 | 22.8 | % | $ | 1,370 | 21.6 | % | |||||
(i) Includes abandonment of long-lived asset of $35 million for the nine months ended September 30, 2020.
(ii) See ‘Willis Towers Watson Merger-Related Securities Litigation’ within Part 1, Note 13 in the Company’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2020.
RECONCILIATIONS OF INCOME FROM OPERATIONS TO ADJUSTED OPERATING INCOME
| Three Months Ended September 30, | |||||||||||||
| 2020 | 2019 | ||||||||||||
| Income from operations | $ | 73 | 3.63 | % | $ | 107 | 5.38 | % | |||||
| Adjusted for certain items: | |||||||||||||
| Amortization | 108 | 118 | |||||||||||
| Transaction and integration expenses | 42 | 6 | |||||||||||
| Provision for significant litigation (i) | 15 | — | |||||||||||
| Adjusted operating income | $ | 238 | 11.8 | % | $ | 231 | 11.6 | % | |||||
| Nine Months Ended September 30, | |||||||||||||
| 2020 | 2019 | ||||||||||||
| Income from operations | $ | 596 | 9.0 | % | $ | 642 | 10.1 | % | |||||
| Adjusted for certain items: | |||||||||||||
| Abandonment of long-lived asset | 35 | — | |||||||||||
| Amortization | 348 | 368 | |||||||||||
| Transaction and integration expenses | 65 | 12 | |||||||||||
| Provision for significant litigation (i) | 15 | — | |||||||||||
| Adjusted operating income | $ | 1,059 | 16.1 | % | $ | 1,022 | 16.1 | % | |||||
(i) See ‘Willis Towers Watson Merger-Related Securities Litigation’ within Part 1, Note 13 in the Company’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2020.
RECONCILIATIONS OF GAAP INCOME TAXES/TAX RATE TO ADJUSTED INCOME TAXES/TAX RATE
| Three Months Ended September 30, | ||||||||
| 2020 | 2019 | |||||||
| Income from operations before income taxes | $ | 168 | $ | 100 | ||||
| Adjusted for certain items: | ||||||||
| Amortization | 108 | 118 | ||||||
| Transaction and integration expenses | 42 | 6 | ||||||
| Provision for significant litigation (i) | 15 | — | ||||||
| Gain on disposal of operations | (85 | ) | — | |||||
| Adjusted income before taxes | $ | 248 | $ | 224 | ||||
| Provision for income taxes | $ | 46 | $ | 20 | ||||
| Tax effect on certain items listed above (ii) | 31 | 29 | ||||||
| Tax effect of the CARES Act | (3 | ) | — | |||||
| Adjusted income taxes | $ | 74 | $ | 49 | ||||
| U.S. GAAP tax rate | 27.6 | % | 20.4 | % | ||||
| Adjusted income tax rate | 30.0 | % | 22.2 | % | ||||
| Nine Months Ended September 30, | ||||||||
| 2020 | 2019 | |||||||
| Income from operations before income taxes | $ | 736 | $ | 647 | ||||
| Adjusted for certain items: | ||||||||
| Abandonment of long-lived asset | 35 | — | ||||||
| Amortization | 348 | 368 | ||||||
| Transaction and integration expenses | 65 | 12 | ||||||
| Provision for significant litigation (i) | 15 | — | ||||||
| Gain on disposal of operations | (83 | ) | — | |||||
| Adjusted income before taxes | $ | 1,116 | $ | 1,027 | ||||
| Provision for income taxes | $ | 199 | $ | 125 | ||||
| Tax effect on certain items listed above (ii) | 96 | 90 | ||||||
| Tax effect of the CARES Act | (38 | ) | — | |||||
| Adjusted income taxes | $ | 257 | $ | 215 | ||||
| U.S. GAAP tax rate | 27.1 | % | 19.3 | % | ||||
| Adjusted income tax rate | 23.1 | % | 21.0 | % | ||||
(i) See ‘Willis Towers Watson Merger-Related Securities Litigation’ within Part 1, Note 13 in the Company’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2020.
(ii) The tax effect was calculated using an effective tax rate for each item.
RECONCILIATION OF CASH FLOWS FROM OPERATING ACTIVITIES TO FREE CASH FLOW
| Nine Months Ended September 30, | ||||||||
| 2020 | 2019 | |||||||
| Cash flows from operating activities | $ | 1,206 | $ | 620 | ||||
| Less: Additions to fixed assets and software for internal use | (183 | ) | (175 | ) | ||||
| Free Cash Flow | $ | 1,023 | $ | 445 | ||||
WILLIS TOWERS WATSON
Condensed Consolidated Statements of Income
(In millions of U.S. dollars, except per share data)
(Unaudited)
| Three Months Ended September 30, | Nine Months Ended September 30, | |||||||||||||||
| 2020 | 2019 | 2020 | 2019 | |||||||||||||
| Revenue | $ | 2,009 | $ | 1,989 | $ | 6,588 | $ | 6,349 | ||||||||
| Costs of providing services | ||||||||||||||||
| Salaries and benefits | 1,331 | 1,283 | 4,088 | 3,909 | ||||||||||||
| Other operating expenses | 382 | 417 | 1,253 | 1,247 | ||||||||||||
| Depreciation | 73 | 58 | 238 | 171 | ||||||||||||
| Amortization | 108 | 118 | 348 | 368 | ||||||||||||
| Transaction and integration expenses | 42 | 6 | 65 | 12 | ||||||||||||
| Total costs of providing services | 1,936 | 1,882 | 5,992 | 5,707 | ||||||||||||
| Income from operations | 73 | 107 | 596 | 642 | ||||||||||||
| Interest expense | (61 | ) | (62 | ) | (184 | ) | (172 | ) | ||||||||
| Other income, net | 156 | 55 | 324 | 177 | ||||||||||||
| INCOME FROM OPERATIONS BEFORE INCOME TAXES | 168 | 100 | 736 | 647 | ||||||||||||
| Provision for income taxes | (46 | ) | (20 | ) | (199 | ) | (125 | ) | ||||||||
| NET INCOME | 122 | 80 | 537 | 522 | ||||||||||||
| Income attributable to non-controlling interests | (1 | ) | (5 | ) | (17 | ) | (22 | ) | ||||||||
| NET INCOME ATTRIBUTABLE TO WILLIS TOWERS WATSON | $ | 121 | $ | 75 | $ | 520 | $ | 500 | ||||||||
| Earnings per share | ||||||||||||||||
| Basic earnings per share | $ | 0.93 | $ | 0.58 | $ | 4.01 | $ | 3.86 | ||||||||
| Diluted earnings per share | $ | 0.93 | $ | 0.58 | $ | 3.99 | $ | 3.84 | ||||||||
| Weighted-average shares of common stock, basic | 130 | 130 | 130 | 130 | ||||||||||||
| Weighted-average shares of common stock, diluted | 130 | 130 | 130 | 130 | ||||||||||||
WILLIS TOWERS WATSON
Condensed Consolidated Balance Sheets
(In millions of U.S. dollars, except share data)
(Unaudited)
| September 30, | December 31, | |||||||
| 2020 | 2019 | |||||||
| ASSETS | ||||||||
| Cash and cash equivalents | $ | 1,647 | $ | 887 | ||||
| Fiduciary assets | 15,560 | 13,004 | ||||||
| Accounts receivable, net | 2,223 | 2,621 | ||||||
| Prepaid and other current assets | 484 | 525 | ||||||
| Total current assets | 19,914 | 17,037 | ||||||
| Fixed assets, net | 997 | 1,046 | ||||||
| Goodwill | 11,131 | 11,194 | ||||||
| Other intangible assets, net | 3,125 | 3,478 | ||||||
| Right-of-use assets | 894 | 968 | ||||||
| Pension benefits assets | 1,041 | 868 | ||||||
| Other non-current assets | 935 | 835 | ||||||
| Total non-current assets | 18,123 | 18,389 | ||||||
| TOTAL ASSETS | $ | 38,037 | $ | 35,426 | ||||
| LIABILITIES AND EQUITY | ||||||||
| Fiduciary liabilities | $ | 15,560 | $ | 13,004 | ||||
| Deferred revenue and accrued expenses | 1,733 | 1,784 | ||||||
| Current debt | 973 | 316 | ||||||
| Current lease liabilities | 143 | 164 | ||||||
| Other current liabilities | 811 | 802 | ||||||
| Total current liabilities | 19,220 | 16,070 | ||||||
| Long-term debt | 4,641 | 5,301 | ||||||
| Liability for pension benefits | 1,172 | 1,324 | ||||||
| Deferred tax liabilities | 587 | 526 | ||||||
| Provision for liabilities | 560 | 537 | ||||||
| Long-term lease liabilities | 915 | 964 | ||||||
| Other non-current liabilities | 322 | 335 | ||||||
| Total non-current liabilities | 8,197 | 8,987 | ||||||
| TOTAL LIABILITIES | 27,417 | 25,057 | ||||||
| COMMITMENTS AND CONTINGENCIES | ||||||||
| EQUITY(i) | ||||||||
| Additional paid-in capital | 10,724 | 10,687 | ||||||
| Retained earnings | 2,047 | 1,792 | ||||||
| Accumulated other comprehensive loss, net of tax | (2,253 | ) | (2,227 | ) | ||||
| Treasury shares, at cost, 17,519 shares in 2020 and 2019, and 40,000 shares, €1 nominal value, in 2019 | (3 | ) | (3 | ) | ||||
| Total Willis Towers Watson shareholders' equity | 10,515 | 10,249 | ||||||
| Non-controlling interests | 105 | 120 | ||||||
| Total Equity | 10,620 | 10,369 | ||||||
| TOTAL LIABILITIES AND EQUITY | $ | 38,037 | $ | 35,426 | ||||
(i) Equity includes (a) Ordinary shares $0.000304635 nominal value; Authorized 1,510,003,775; Issued 128,871,332 (2020) and 128,689,930 (2019); Outstanding 128,871,332 (2020) and 128,689,930 (2019); (b) Ordinary shares, €1 nominal value; Authorized and Issued 40,000 shares in 2019; and (c) Preference shares, $0.000115 nominal value; Authorized 1,000,000,000 and Issued none in 2020 and 2019.
WILLIS TOWERS WATSON
Condensed Consolidated Statements of Cash Flows
(In millions of U.S. dollars)
(Unaudited)
| Nine Months Ended September 30, | ||||||||
| 2020 | 2019 | |||||||
| CASH FLOWS FROM OPERATING ACTIVITIES | ||||||||
| NET INCOME | $ | 537 | $ | 522 | ||||
| Adjustments to reconcile net income to total net cash from operating activities: | ||||||||
| Depreciation | 238 | 171 | ||||||
| Amortization | 348 | 368 | ||||||
| Non-cash lease expense | 110 | 107 | ||||||
| Net periodic benefit of defined benefit pension plans | (142 | ) | (93 | ) | ||||
| Provision for doubtful receivables from clients | 28 | 12 | ||||||
| Provision for/(benefit from) deferred income taxes | 55 | (44 | ) | |||||
| Share-based compensation | 59 | 48 | ||||||
| Net gain on disposal of operations | (83 | ) | — | |||||
| Non-cash foreign exchange (gain)/loss | (10 | ) | 16 | |||||
| Other, net | (21 | ) | (11 | ) | ||||
| Changes in operating assets and liabilities, net of effects from purchase of subsidiaries: | ||||||||
| Accounts receivable | 359 | 193 | ||||||
| Fiduciary assets | (2,453 | ) | (1,342 | ) | ||||
| Fiduciary liabilities | 2,453 | 1,342 | ||||||
| Other assets | (78 | ) | (402 | ) | ||||
| Other liabilities | (217 | ) | (296 | ) | ||||
| Provisions | 23 | 29 | ||||||
| Net cash from operating activities | 1,206 | 620 | ||||||
| CASH FLOWS USED IN INVESTING ACTIVITIES | ||||||||
| Additions to fixed assets and software for internal use | (183 | ) | (175 | ) | ||||
| Capitalized software costs | (49 | ) | (43 | ) | ||||
| Acquisitions of operations, net of cash acquired | (66 | ) | (1,324 | ) | ||||
| Net proceeds from sale of operations | 212 | 17 | ||||||
| Other, net | (22 | ) | (6 | ) | ||||
| Net cash used in investing activities | (108 | ) | (1,531 | ) | ||||
| CASH FLOWS (USED IN)/FROM FINANCING ACTIVITIES | ||||||||
| Net payments on revolving credit facility | — | (41 | ) | |||||
| Senior notes issued | 282 | 997 | ||||||
| Proceeds from issuance of other debt | — | 1,100 | ||||||
| Debt issuance costs | (2 | ) | (13 | ) | ||||
| Repayments of debt | (319 | ) | (825 | ) | ||||
| Repurchase of shares | — | (147 | ) | |||||
| Proceeds from issuance of shares | 8 | 31 | ||||||
| Payments of deferred and contingent consideration related to acquisitions | — | (47 | ) | |||||
| Cash paid for employee taxes on withholding shares | (14 | ) | (14 | ) | ||||
| Dividends paid | (259 | ) | (245 | ) | ||||
| Acquisitions of and dividends paid to non-controlling interests | (27 | ) | (22 | ) | ||||
| Other, net | (3 | ) | — | |||||
| Net cash (used in)/financing activities | (334 | ) | 774 | |||||
| INCREASE/(DECREASE) IN CASH, CASH EQUIVALENTS AND RESTRICTED CASH | 764 | (137 | ) | |||||
| Effect of exchange rate changes on cash, cash equivalents and restricted cash | (5 | ) | (22 | ) | ||||
| CASH, CASH EQUIVALENTS AND RESTRICTED CASH, BEGINNING OF PERIOD (i) | 895 | 1,033 | ||||||
| CASH, CASH EQUIVALENTS AND RESTRICTED CASH, END OF PERIOD (i) | $ | 1,654 | $ | 874 | ||||
(i) As a result of the acquired TRANZACT collateralized facility, cash, cash equivalents and restricted cash included $7 million of restricted cash at September 30, 2020 and 2019 and $8 million at December 31, 2019, which is included within prepaid and other current assets on our condensed consolidated balance sheets. There were no restricted cash amounts held at December 31, 2018.
EXHIBIT 99.2
willistowerswatson.com willistowerswatson.com Willis Towers Watson Earnings Release Supplemental Materials 2020 Third Quarter Financial Results October 29, 2020 © 2020 Willis Towers Watson. All rights reserved.
willistowerswatson.com Willis Towers Watson Forward Looking Statements © 2020 Willis Towers Watson. All rights reserved. This document contains “forward - looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995. You can identify these statements and other forward - looking statements in this document by words such as “may”, “will”, “would”, “expect”, “anticipate”, “believe”, “estimate”, “plan”, “intend”, “cont inu e”, or similar words, expressions or the negative of such terms or other comparable terminology. These statements include, but are not limited to, such things as our outlook, the impact of the COVID - 19 pandemic on our business, our pending business combination with Aon plc, future capital expenditures, ongoing working capital efforts, future share repurchases, growth in revenue, the impact of ch anges to tax laws on our financial results, existing and evolving business strategies and acquisitions and dispositions, demand for our services and competitive strengths, goals, the benefits of new i nit iatives, growth of our business and operations, our ability to successfully manage ongoing organizational and technology changes, including investments in improving systems and processes, and plans and re ferences to future successes, including our future financial and operating results, plans, objectives, expectations and intentions and other statements that are not historical facts. Such st ate ments are based upon the current beliefs and expectations of Willis Towers Watson’s management and are subject to significant risks and uncertainties. Actual results may differ from those set forth in th e forward - looking statements. All forward - looking disclosure is speculative by its nature. There are important risks, uncertainties, events and factors that could cause our actual results or performance to differ mat eri ally from those in the forward - looking statements contained herein, including the following: the ability of the company to successfully establish, execute and achieve its global business strategy as it e vol ves; changes in demand for our services, including any decline in consulting services, defined benefit pension plans or the purchasing of insurance; changes in general economic, business and political c ond itions, including changes in the financial markets; the risk that the COVID - 19 pandemic substantially and negatively impacts the demand for our products and services and cash flows, and/or continues to ma terially impact our business operations, including increased demand on our information technology resources and systems and related risks of cybersecurity breaches or incidents; the risks relating to or arising from our pending business combination with Aon plc announced in March 2020, including, among others, our ability to consummate the transaction, including on the terms of the business com bin ation agreement, on the anticipated timeline, and/or with the required regulatory approvals; significant competition that the company faces and the potential for loss of market share and/or profit abi lity; the impact of seasonality and differences in timing of renewals; the failure to protect client data or breaches of information systems or insufficient safeguards against cybersecurity breaches or incide nts ; the risk of increased liability or new legal claims arising from our new and existing products and services, and expectations, intentions and outcomes relating to outstanding litigation; the risk the St anf ord litigation settlement approval will be overturned on appeal, the risk that the Stanford bar order may be challenged in other jurisdictions, and the risk that the charge related to the Stanford settlement may not be deductible; the risk of substantial negative outcomes on existing litigation or investigation matters; changes in the regulatory environment in which the company operates, including, among ot her risks, the impact of pending competition law and regulatory investigations; various claims, government inquiries or investigations or the potential for regulatory action; the company’s ability to make div estitures or acquisitions and its ability to integrate or manage such acquired businesses (including the recently - completed acquisition in Latin America); our ability to successfully hedge against fluctuatio ns in foreign currency rates; our ability to integrate direct - to - consumer sales and marketing solutions with our existing offerings and solutions; the ability to comply with complex and evolving regulation s r elated to data privacy and cyber security; the ability to successfully manage ongoing organizational changes, including investments in improving systems and processes; disasters or business continuity pr obl ems; the impact of Brexit; risks relating to the U.S. 2020 election, including a potential increase in the corporate tax rate; our ability to successfully enhance our billing, collection and other working capital efforts, and thereby increase our free cash fl ow; the potential impact of the anticipated replacement of LIBOR; the ability of the company to properly identify and manage conflicts of inter est ; reputational damage, including from association with third parties; reliance on third - party services; the loss of key employees; doing business internationally, including the impact of exchange rates; comp liance with extensive government regulation; the risk of sanctions imposed by governments, or changes to associated sanction regulations; our ability to effectively apply technology, data and analytic s c hanges for internal operations, maintaining industry standards and meeting client preferences; changes and developments in the insurance industry or the United States healthcare system, including thos e r elated to Medicare; the inability to protect the company’s intellectual property rights, or the potential infringement upon the intellectual property rights of others; fluctuations in the company’s pe nsion assets and liabilities; the company’s capital structure, including indebtedness amounts, the limitations imposed by the covenants in the documents governing such indebtedness and the maintenan ce of the financial and disclosure controls and procedures of each; the ability of the company to obtain financing on favorable terms or at all; adverse changes in the credit ratings of the company ; t he impact of recent changes to U.S. tax laws, including on our effective tax rate, and the enactment of additional, or the revision of existing, state, federal, and/or foreign regulatory and tax laws an d r egulations; U.S. federal income tax consequences to U.S. persons owning at least 10% of the company’s shares; changes in accounting principles, estimates or assumptions; fluctuation in revenue against th e company’s relatively fixed or higher than expected expenses; the laws of Ireland being different from the laws of the United States and potentially affording less protections to the holders of ou r s ecurities; and the company's holding company structure potentially preventing it from being able to receive dividends or other distributions in needed amounts from our subsidiaries. These factors also inclu de those described under “Risk Factors” in the company’s most recent 10 - K and 10 - Q filings and subsequent filings filed with the SEC, including definitive additional materials, the merger proxy statemen t and other filings generally applicable to significant transactions and related integrations that are or will be filed with the SEC. Copies are available online at http://www.sec.gov or www.willistowerswatson .com. Although we believe that the assumptions underlying our forward - looking statements are reasonable, any of these assumptions, and therefore also the forward - looking statements based on these assumptions, could themselves prove to be inaccurate. In light of the significant uncertainties inherent in the forward - looking statements included in this document, our inclusion of this information is not a representation or guarantee by us that our objectives and plans will be achieved. Our forward - looking statements speak only as of the date made and we will not update these forward - looking statements unless the securities laws require us to do so. In light of these risks, uncertainties and assumptions, the forward - looking events discussed in this document may not occur, and we caution you against relying on thes e forward - looking statements. 1
willistowerswatson.com Willis Towers Watson Non - GAAP Measures © 2020 Willis Towers Watson. All rights reserved. In order to assist readers of our consolidated financial statements in understanding the core operating results that Willis T owe rs Watson’s management uses to evaluate the business and for financial planning, we present the following non - GAAP measures: (1) Constant Currency Change, (2) Organic Change, (3) Adjusted O perating Income/Margin, (4) Adjusted EBITDA/Margin, (5) Adjusted Net Income, (6) Adjusted Diluted Earnings Per Share, (7) Adjusted Income Before Taxes, (8) Adjusted Income Taxes/Tax Ra te and (9) Free Cash Flow. The Company believes that these measures are relevant and provide useful information widely used by analysts, investors and o the r interested parties in our industry to provide a baseline for evaluating and comparing our operating performance, and in the case of free cash flow, our liquidity results. Reconciliations of these measures are included in the accompanying appendix of these earning release supplemental materials. The Company does not reconcile its forward - looking non - GAAP financial measures to the corresponding U.S. GAAP measures, due to v ariability and difficulty in making accurate forecasts and projections and/or certain information not being ascertainable or accessible; and because not all of the information, such as fo reign currency impacts necessary for a quantitative reconciliation of these forward - looking non - GAAP financial measures to the most directly comparable U.S. GAAP financial measure, is available to t he Company without unreasonable efforts. For the same reasons, the Company is unable to address the probable significance of the unavailable information. The Company provides non - GAA P financial measures that it believes will be achieved, however it cannot accurately predict all of the components of the adjusted calculations and the U.S. GAAP measures may be mat eri ally different than the non - GAAP measures. 2
willistowerswatson.com Q3 2020 GAAP Financial Results Key Figures © 2020 Willis Towers Watson. All rights reserved. 3 $USD million, except EPS and % Three months ended September 30, Nine months ended September 30, 2019 2020 2019 2020 Revenue as reported % change $1,989 $2,009 +1% $6,349 $6,588 +4% Income from Operations as reported % change $107 $73 - 32% $642 $596 - 7% Operating Margin % as reported change, basis points 5.4% 3.6% - 180 bps 10.1% 9.0% - 110 bps Net Income attributable to Willis Towers Watson as reported % change $75 $121 +61% $500 $520 +4% Diluted EPS as reported % change $0.58 $0.93 +60% $3.84 $3.99 +4% Net Cash From Operating Activities as reported % change $620 $1,206 +95%
willistowerswatson.com Q3 2020 Key Figures, Includes Non - GAAP Financial Results Willis Towers Watson reports third quarter 2020 earnings © 2020 Willis Towers Watson. All rights reserved. $ 2.1 B Q3 2020 Revenue Total Revenue Resilient Recurring Revenue Base Total revenue increased 1%, while organic revenue decreased 1% for the quarter. We remain committed to our clients and to helping them manage their rapidly - evolving needs as they continue to navigate business disruptions from COVID - 19. $ 1.0 B Free Cash Flow nine months ended September 30, 2020 Free Cash Flow 1 + 130 % YTD ‘20 vs. YTD ‘19 Strong Cash Management Discipline Free cash flow is up $578m, or 130%, compared to the first nine months of 2019 driven by significant working capital improvement. Keen focus on liquidity management and cash generation to preserve WTW’s financial strength and flexibility. $ 1.33 Q3 2020 Adj. Diluted EPS Adj. Diluted EPS 1 Modest Earnings Growth Delivered solid earnings despite a challenging global operating environment. 11.8 % Q3 2020 Adj. Operating Margin Adj. Operating Margin 1 Improved Margin Profile Maintained disciplined expense management during a time of economic challenge and uncertainty by quickly reducing discretionary spending in order to preserve our margin profile in a sustainable manner + 2 % Q3 2020 $ 1.31 Q3 2019 11.6 % Q3 2019 4 $ 445 M YTD 2019 1 Signifies Non - GAAP financial measures. See appendix for Non - GAAP reconciliations. + 20 bps Q3 2020 Flat Q3 2020 + 9 % Q3 2019 Constant Currency % - 1 % Q3 2020 + 6 % Q3 2019 Organic %
willistowerswatson.com Organic Revenue Growth % Resilient Business Portfolio At A Time Of Economic Uncertainty Our breadth of services and commitment to our clients were key to our business resilience © 2020 Willis Towers Watson. All rights reserved. 5 HCB saw modest contraction mainly due to the impact of COVID - 19 on the Talent and Reward business. Health and Benefits had moderate revenue growth from increased consulting and brokerage services. Retirement and Technology & Administration Solutions also saw modest contraction CRB had modest revenue contraction due to timing of projects and non - recurring benefit from the sale of business in North America in prior year results. Revenue was also impacted by the change in remuneration model in Great Britain, which required reporting of revenue and expense on a net basis IRR had organic revenue growth in most business lines and was led by Reinsurance with new business wins and solid renewals . Insurance Consulting & Technology revenue grew from technology sales. Investment and Max Matthiessen had revenue growth a result of positive volatility in financial markets . We completed the sale of Max Matthiessen during the third quarter BDA delivered solid organic revenue growth le d by robust growth momentum in the TRANZACT business. The rest of BDA also saw organic growth driven by expanded client base and new projects Q3 2019 Q3 2020 Human Capital & Benefits 6% - 2% Corporate Risk & Broking 7% - 1% Investment, Risk & Reinsurance 3% 3% Benefits Delivery & Administration 1 2% 6% Willis Towers Watson 6% - 1% 1 Benefits Delivery & Administration organic growth as presented includes TRANZACT as of August 1, 2020
willistowerswatson.com Summary of Segment Financial Results Q3 2020 segment results compared to Q3 2019 © 2020 Willis Towers Watson. All rights reserved. 6 1 The Operating Margin percentage is rounded. 2 Revenue includes TRANZACT revenue for Q3 2020 after July 30, 2019 closing. As reported, $USD million, except % Q3 2019 Q3 2020 Revenue Operating Margin % 1 Revenue Operating Margin % 1 Margin Year - over - year Human Capital & Benefits 807 27% 796 26% - 30 bps Corporate Risk & Broking 651 12% 649 13% +10 bps Investment, Risk & Reinsurance 325 9% 331 9% - 70 bps Benefits Delivery & Administration 2 179 - 12% 226 - 5% +660 bps
willistowerswatson.com Maintaining A Flexible Balance Sheet Position Reinforcing our business fundamentals; safeguarding WTW’s financial strength 7 © 2020 Willis Towers Watson. All rights reserved. A disciplined capital management strategy intended to provide Willis Towers Watson with the financial flexibility to reinvest in our businesses, capitalize on market growth opportunities, and support significant value creation for shareholders Our capital structure provides a solid foundation for business strength and growth in the long - term A solid history of effectively managing our leverage with a commitment to maintaining investment grade credit rating Taking a disciplined approach to managing outstanding debt with the near - term focus on liquidity management and the goal to returning our leverage profile to historical level (pre - TRANZACT) 1 Total Debt equals sum of current debt and long - term debt as shown on the Consolidated Balance Sheets. 2 Signifies Non - GAAP financial measure. See appendix for Non - GAAP reconciliations. $USD million Sept 30, 2019 Dec 31, 2019 Sept 30, 2020 Cash and Cash Equivalents 867 887 1,647 Total Debt 1 5,865 5,617 5,614 Total Equity 10,001 10,369 10,620 Debt to Adj. EBITDA 2 Trailing 12 - month 2.7x 2.4x 2.3x
willistowerswatson.com A Capital Strategy Fit For The Short & Long - Term 8 © 2020 Willis Towers Watson. All rights reserved. CASH RETURNED TO SHAREHOLDERS $ 3.2 B FY2016 to Q3 FY2020 $ 396 $ 908 $ 602 $ 199 $ 595 $ 306 2017 2019 2016 $ 709 $ 277 2018 $ 150 $ 329 $ 259 2020 YTD $ 986 $ 479 In progress 1 $ 259 MEANINGFUL DIVIDEND GROWTH + 9 % Cash dividend growth 4 years CAGR $ 0.53 2020 2016 2017 2018 $ 0.60 2019 $ 0.68 $ 0.48 $ 0.65 Dividends Share repurchases Quarterly cash dividend per share +9% $ million Disciplined approach to capital allocation A capital light business model and capital structure allow us to shift capital between growth and value creation based on changes in the businesses and/or the macro environment A strong focus on return on investment to optimize the use of cash A disciplined approach to managing our pipeline of investment opportunities. Matching capital with opportunities that yields the best results for our clients, colleagues, and shareholders Goals to prioritize use of cash 1. Reinvest in our capabilities, businesses, and processes 2. Invest in innovation, technology, and new business opportunities 3. Pursue opportunistic mergers, acquisitions, and divestitures 4. Strengthen balance sheet and liquidity 5. Return excess cash to shareholders through share repurchase 1 6. Sustain dividends and payout ratio 1 With regard to certain prohibitions under the transaction agreement in connection with the pending business combination with Aon , no share repurchase is expected during the remainder of 2020
willistowerswatson.com © 2020 Willis Towers Watson. All rights reserved. 9 Client Winning Solutions Safeguard Our Business Our primary focus during this crisis has been and continues to be 1 Client Winning Solutions Willis Towers Watson is rising to meet our clients’ evolving needs during this extraordinary time. We are creating leading content and providing innovative solutions to help our clients address COVID - 19 related issues such as health and wellbeing program access, remote workforce management, complex claims and heightened risk exposures, and navigating the capital and liquidity uncertainty. 2 Colleague Health & Wellbeing The health and wellbeing of our colleagues, their families, and the communities we serve around the world continue to be our utmost priority and continue to be an important part of every decision we make. Despite the challenges, our colleagues around the world continue to acclimate to the new remote working environment, while simultaneously delivering the high quality services and solutions for our clients. 3 Safeguard Our Business We have a dedicated team with broad scope to reinforce our business fundamentals and safeguard the financial strength of Willis Towers Watson. The pandemic had a manageable impact on Willis Towers Watson’s demand and cash flow so far, but economic future developments remain difficult to predict. We continue to take a proactive approach to manage expenses, reinforce cash and liquidity, and monitor and plan for different scenarios to safeguard the future of Willis Towers Watson. Colleague Health & Wellbeing
willistowerswatson.com © 2020 Willis Towers Watson. All rights reserved. 10 Economic Outlook Remains Challenging & Unpredictable Proactively reinforcing financial management discipline Comprehensive Contingency Planning The pandemic has slowed growth in the short - term, especially for services that are considered discretionary for our clients, but we believe our business model remains resilient. Nevertheless, we are actively evaluating and planning. We are prepared to take swift actions, as necessary, to help mitigate adverse consequences and preserve cash and our margins in the event that we might sustain a prolonged negative impact to our operations Protecting Balance Sheet And Strengthening Liquidity The global nature of the pandemic had a profound impact on our clients and broadly reduced liquidity around the world. While the impact on Willis Towers Watson has been manageable, we are actively shifting our short - term financial management strategies to focus on protecting our balance sheet, maximizing financial flexibility, and securing access to capital Cash Discipline Across Opex , Capex, and Working Capital Willis Towers Watson’s effort to tightly manage discretionary spending and working capital is helping to limit COVID - 19’s financial impact so far. To that effect, we will continue to be disciplined and thoughtful about managing cost and capital to safeguard the future for Willis Towers Watson and our stakeholders
willistowerswatson.com willistowerswatson.com Appendix: Reconciliation of Non - GAAP Measures 11 © 2020 Willis Towers Watson. All rights reserved.
willistowerswatson.com Appendix 1: Constant currency and organic revenue change As reported, USD millions, except % 12 © 2020 Willis Towers Watson. All rights reserved. ( i ) Components of revenue change may not add due to rounding Components of Revenue Change ( i ) Three Months Ended September 30, As Reported Currency Constant Currency Acquisitions/ Organic 2020 2019 % Change Impact Change Divestitures Change Human Capital & Benefits $ 796 $ 807 (1)% 1% (2)% 0% (2)% Corporate Risk & Broking 649 651 0% 0% (1)% 0% (1)% Investment, Risk & Reinsurance 331 325 2% 2% 0% (3)% 3% Benefits Delivery & Administration 226 179 26% 0% 26% 19% 6% Segment Revenue 2,002 1,962 2% 1% 1% 1% 0% Reimbursable expenses and other 7 27 Revenue $ 2,009 $ 1,989 1% 1% 0% 1% (1)% Components of Revenue Change ( i ) Nine Months Ended September 30, As Reported Currency Constant Currency Acquisitions/ Organic 2020 2019 % Change Impact Change Divestitures Change Human Capital & Benefits $ 2,413 $ 2,433 (1)% (1)% 0% 0% 0% Corporate Risk & Broking 2,089 2,069 1% (1)% 2% 0% 2% Investment, Risk & Reinsurance 1,359 1,323 3% (1)% 3% (1)% 4% Benefits Delivery & Administration 666 440 51% 0% 51% 49% 2% Segment Revenue 6,527 6,265 4% (1)% 5% 3% 2% Reimbursable expenses and other 61 84 Revenue $ 6,588 $ 6,349 4% (1)% 5% 3% 1%
willistowerswatson.com Appendix 2: Adjusted operating income and margin, adjusted EBITDA and margin, free cash flow As reported, USD millions, except % 13 © 2020 Willis Towers Watson. All rights reserved. Three Months Ended September 30, 2020 2019 Income from operations $ 73 3.6 % $ 107 5.4 % Adjusted for certain items: Amortization 108 118 Transaction and integration expenses 42 6 Provision for significant litigation ( i ) 15 — Adjusted operating income $ 238 11.8 % $ 231 11.6 % Three Months Ended September 30, 2020 2019 Net Income $ 122 6.1 % $ 80 4.0 % Provision for income taxes 46 20 Interest expense 61 62 Depreciation 73 58 Amortization 108 118 Transaction and integration expenses 42 6 Provision for significant litigation ( i ) 15 — Gain on disposal of operations (85) — Adjusted EBITDA and Adjusted EBITDA Margin $ 382 19.0 % $ 344 17.3 % Nine Months Ended September 30, 2020 2019 Cash flows from operating activities $ 1,206 $ 620 Less: Additions to fixed assets and software for internal use (183) (175) Free Cash Flow $ 1,023 $ 445 Nine Months Ended September 30, 2020 2019 Income from operations $ 596 9.0 % $ 642 10.1 % Adjusted for certain items: Abandonment of long - lived asset 35 — Amortization 348 368 Transaction and integration expenses 65 12 Provision for significant litigation ( i ) 15 — Adjusted operating income $ 1,059 16.1 % $ 1,022 16.1 % Nine Months Ended September 30, 2020 2019 Net Income $ 537 8.2 % $ 552 8.2 % Provision for income taxes 199 125 Interest expense 184 172 Depreciation (ii) 238 171 Amortization 348 368 Transaction and integration expenses 65 12 Provision for significant litigation ( i ) 15 — Gain on disposal of operations (83) — Adjusted EBITDA and Adjusted EBITDA Margin $ 1,503 22.8 % $ 1,370 21.6 % ( i ) See ‘Willis Towers Watson Merger - Related Securities Litigation’ within Part 1, Note 13 in the Company’s Quarterly Report on Form 10 - Q for the quarter ended September 30, 2020. (ii) Includes abandonment of long - lived asset of $35 million for the nine months ended September 30, 2020.
willistowerswatson.com Appendix 3: Adjusted net income and adjusted diluted earnings per share As reported, USD millions, except % and EPS 14 © 2020 Willis Towers Watson. All rights reserved. ( i ) See ‘Willis Towers Watson Merger - Related Securities Litigation’ within Part 1, Note 13 in the Company’s Quarterly Report on Form 10 - Q for the quarter ended September 30, 2020. (ii) The tax effect was calculated using an effective tax rate for each item. (iii) Per share values and totals may differ due to rounding. Three Months Ended September 30, 2020 2019 Net Income attributable to Willis Towers Watson $ 121 $ 75 Adjusted for certain items: Amortization 108 118 Transaction and integration expenses 42 6 Provision for significant litigation ( i ) 15 — Gain on disposal of operations (85) — Tax effect on certain items listed above (ii) (31) (29) Tax effect of the CARES Act 3 — Adjusted Net Income $ 173 $ 170 Weighted - average shares of common stock, diluted 130 130 Diluted Earnings Per Share $ 0.93 $ 0.58 Adjusted for certain items: (iii) Amortization 0.83 0.91 Transaction and integration expenses 0.32 0.05 Provision for significant litigation ( i ) 0.12 — Gain on disposal of operations (0.65) — Tax effect on certain items listed above (ii) (0.24) (0.23) Tax effect of the CARES Act 0.02 — Adjusted Diluted Earnings Per Share $ 1.33 $ 1.31 Nine Months Ended September 30, 2020 2019 Net Income attributable to Willis Towers Watson $ 520 $ 500 Adjusted for certain items: Abandonment of long - lived asset 35 — Amortization 348 368 Transaction and integration expenses 65 12 Provision for significant litigation ( i ) 15 — Gain on disposal of operations (83) — Tax effect on certain items listed above (ii) (96) (90) Tax effect of the CARES Act 38 — Adjusted Net Income $ 842 $ 790 Weighted - average shares of common stock, diluted 130 130 Diluted Earnings Per Share $ 3.99 $ 3.84 Adjusted for certain items: (iii) Abandonment of long - lived asset 0.27 — Amortization 2.67 2.82 Transaction and integration expenses 0.50 0.09 Provision for significant litigation ( i ) 0.12 — Gain on disposal of operations (0.64) — Tax effect on certain items listed above (ii) (0.74) (0.69) Tax effect of the CARES Act 0.29 — Adjusted Diluted Earnings Per Share $ 6.47 $ 6.06
willistowerswatson.com Appendix 4: Adjusted income before taxes and adjusted income tax rate As reported, USD millions, except % and EPS 15 © 2020 Willis Towers Watson. All rights reserved. Three Months Ended September 30, 2020 2019 Income from operations before income taxes $ 168 $ 100 Adjusted for certain items: Amortization 108 118 Transaction and integration expenses 42 6 Provision for significant litigation ( i ) 15 — Gain on disposal of operations (85) — Adjusted income before taxes $ 248 $ 224 Provision for income taxes $ 46 $ 20 Tax effect on certain items listed above (ii) 31 29 Tax effect of the CARES Act (3) — Adjusted income taxes $ 74 $ 49 U.S. GAAP tax rate 27.6 % 20.4 % Adjusted income tax rate 30.0 % 22.2 % Nine Months Ended September 30, 2020 2019 Income from operations before income taxes $ 736 $ 647 Adjusted for certain items: Abandonment of long - lived asset 35 — Amortization 348 368 Transaction and integration expenses 65 12 Provision for significant litigation ( i ) 15 — Gain on disposal of operations (83) — Adjusted income before taxes $ 1,116 $ 1,027 Provision for income taxes $ 199 $ 125 Tax effect on certain items listed above (ii) 96 90 Tax effect of the CARES Act (38) — Adjusted income taxes $ 257 $ 215 U.S. GAAP tax rate 27.1 % 19.3 % Adjusted income tax rate 23.1 % 21.0 % ( i ) See ‘Willis Towers Watson Merger - Related Securities Litigation’ within Part 1, Note 13 in the Company’s Quarterly Report on Form 10 - Q for the quarter ended September 30, 2020. (ii) The tax effect was calculated using an effective tax rate for each item.
willistowerswatson.com About Willis Towers Watson Willis Towers Watson (NASDAQ: WLTW) is a leading global advisory, broking and solutions company that helps clients around the world turn risk into a path for growth. With roots dating to 1828, Willis Towers Watson has more than 45,000 employees and services clients in more than 140 countries. We design and deliver solutions that manage risk, optimize benefits, cultivate talent, and expand the power of capital to protect and strengthen institutions and individuals. Our unique perspective allows us to see the critical intersections between talent, assets and ideas — the dynamic formula that drives business performance. Together, we unlock potential. Learn more at willistowerswatson.com. © 2020 Willis Towers Watson. All rights reserved.