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Towers Watson Reports Strong Second Quarter Earnings

The following factors, among others, could cause actual results to differ from those set forth in the forward-looking statements: the risk that anticipated cost savings and any other synergies from the merger of Towers Perrin and Watson Wyatt may not be fully realized or may take longer to realize than expected; the ability to successfully make and integrate profitable acquisitions; the risk that the acquisition of Extend Health is not profitable or is not otherwise successfully integrated; the ability to successfully address issues surrounding the number of company shares that will become freely tradable on January 1, 2014; the risk that potential changes in federal and state health care regulations, or future interpretation of existing regulations, may have a material adverse impact on our business; the risk that our newly-acquired Extend Health business fails to maintain good relationships with insurance carriers, becomes dependent upon a limited number of insurance carriers or fails to develop new insurance carrier relationships; the risk that changes and developments in the health insurance system in the United States could harm our business; our ability to respond to rapid technological changes; the ability to recruit and retain qualified employees; and to retain client relationships, particularly in the executive compensation business, given recent Securities and Exchange Commission (SEC) and other regulatory actions; and the risk that a significant or prolonged economic downturn could have a material adverse effect on Towers Watson's business, financial condition and results of operations. Additional risks and factors are identified under “Risk Factors” in Towers Watson’s most recent Annual Report on Form 10-K filed with the SEC.

You should not rely upon forward-looking statements as predictions of future events because these statements are based on assumptions that may not come true and are speculative by their nature. Towers Watson does not undertake an obligation to update any of the forward-looking information included in this document, whether as a result of new information, future events, changed expectations or otherwise.

 
TOWERS WATSON & CO.
Supplemental Segment Information
(Thousands of U.S. Dollars)
(Unaudited)
             
 
Segment Revenue
 
Revenue for the Three
Months Ended Dec. 31 % Change Currency Acquisitions/ % Change
2012 2011 GAAP Impact Divestitures Organic
 
Benefits $ 519,418 $ 475,519 9 % -1 % 0 % 10 %
Risk & Financial Services 207,629 205,011 1 % 0 % 0 % 1 %
Talent & Rewards 176,185 169,192 4 % -1 % 0 % 5 %
Exchange Solutions   15,720     -   N/A N/A N/A N/A
Reportable Segments $ 918,952 $ 849,722
 
 
Revenue for the Six
Months Ended Dec. 31 % Change Currency Acquisitions/ % Change
2012 2011 GAAP Impact Divestitures Organic
 
Benefits $ 976,546 $ 930,025 5 % -1 % 0 % 6 %
Risk & Financial Services 400,036 399,149 0 % -1 % 0 % 1 %
Talent & Rewards 316,420 308,983 2 % -2 % 0 % 4 %
Exchange Solutions   29,638     -   N/A N/A N/A N/A
Reportable Segments $ 1,722,640 $ 1,638,157
 
 
Reconciliation of Reportable Segment Revenues to Consolidated Revenues
 
Three Months Ended Dec. 31 Six Months Ended Dec. 31
2012 2011 2012 2011
 
Reportable Segments $ 918,952 $ 849,722 $ 1,722,640 $ 1,638,157
Reimbursable Expenses and Other   27,293     29,988     57,854     51,904  
Consolidated Revenues $ 946,245 $ 879,710 $ 1,780,494 $ 1,690,061
 
 
Segment Net Operating Income
 
Three Months Ended Dec. 31 Six Months Ended Dec. 31
2012 2011 2012 2011
 
Benefits $ 185,817 $ 162,264 $ 321,671 $ 306,544
Risk & Financial Services 45,551 53,956 82,128 103,468
Talent & Rewards 60,078 55,760 85,869 80,974
Exchange Solutions   (10,128 )   -     (15,893 )   -  
Reportable Segments $ 281,318 $ 271,980 $ 473,775 $ 490,986
 
 
Reconciliation of Reportable Segment Net Operating Income to Income from Operations
 
Three Months Ended Dec. 31 Six Months Ended Dec. 31
2012 2011 2012 2011
 
Reportable Segments $ 281,318 $ 271,980 $ 473,775 $ 490,986
Differences in Allocation Methods (4,663 ) (5,378 ) 12,416 9,245
Amortization of Intangible Assets (20,239 ) (17,352 ) (39,842 ) (30,665 )
Transaction and Integration Expenses (9,152 ) (22,903 ) (18,425 ) (43,810 )
Stock-Based Compensation (10,672 ) (18,118 ) (18,764 ) (31,843 )
Discretionary Compensation (102,364 ) (93,985 ) (178,746 ) (184,718 )
Payroll Tax on Discretionary Compensation (5,595 ) (5,365 ) (10,095 ) (10,846 )
Other, net   (11,072 )   (9,745 )   (12,931 )   (4,206 )
Income from Operations $ 117,561 $ 99,134 $ 207,388 $ 194,143
 

 
TOWERS WATSON & CO.
Reconciliation of Non-GAAP Measures
(Thousands of U.S. Dollars, Except Per Share Data)
(Unaudited)
           
 
Three Months Six Months
Ended Dec. 31, 2012 Ended Dec. 31, 2012
 
Diluted EPS per GAAP $ 1.15 $ 1.96
 
Amortization of intangible assets 0.18 0.36
Transaction and integration expenses including severance 0.09 0.17
Stock-based compensation   0.06     0.12  
 
Adjusted Diluted EPS $ 1.48 $ 2.61
 
 
Three Months Ended
Dec. 31, 2012 Dec. 31, 2011
 
Net Income Before Non-Controlling Interests $ 80,607 $ 65,411
Provision for Income Taxes 36,856 36,922
Interest, net 2,794 2,979
Depreciation and Amortization 45,665 38,648
Transaction and Integration Costs 9,152 22,903
Stock-Based Compensation 6,016 11,018
Other Non-Operating Income (a)   (2,696 )   (6,178 )
 
Adjusted EBITDA and EBITDA Margin $ 178,394 18.9 % $ 171,703 19.5 %
 
 
Six Months Ended
Dec. 31, 2012 Dec. 31, 2011
 
Net Income Before Non-Controlling Interests $ 138,393 $ 125,697
Provision for Income Taxes 68,932 72,423
Interest, net 5,055 4,337
Depreciation and Amortization 89,272 73,155
Transaction and Integration Costs 18,425 43,810
Stock-Based Compensation 12,856 22,152
Other Non-Operating Income (a)   (4,992 )   (8,314 )
 
Adjusted EBITDA and EBITDA Margin $ 327,941 18.4 % $ 333,260 19.7 %
 
(a) Other non-operating income includes income from affiliates and other non-operating income
 

 
TOWERS WATSON & CO.
Condensed Consolidated Statements of Operations
(Thousands of U.S. Dollars, Except Per Share Data)
(Unaudited)
         
Three months ended December 31, Six months ended December 31,
2012 2011 2012 2011
 
Revenue $ 946,245   $ 879,710   $ 1,780,494   $ 1,690,061  
 
Costs of providing services:
Salaries and employee benefits 579,569 535,303 1,093,438 1,032,776
Professional and subcontracted services 71,621 78,749 127,696 143,021
Occupancy 35,684 32,689 74,585 68,060
General and administrative expenses 86,993 72,284 169,690 135,096
Depreciation and amortization 45,665 38,648 89,272 73,155
Transaction and integration expenses   9,152     22,903     18,425     43,810  
  828,684     780,576     1,573,106     1,495,918  
 
Income from operations 117,561 99,134 207,388 194,143
 
(Loss)/income from affiliates - (124 ) (56 ) 168
Interest income 811 842 1,505 2,158
Interest expense (3,605 ) (3,821 ) (6,560 ) (6,495 )
Other non-operating income   2,696     6,302     5,048     8,146  
 
Income before income taxes 117,463 102,333 207,325 198,120
 
Provision for income taxes   36,856     36,922     68,932     72,423  
 
Net income before non-controlling interests 80,607 65,411 138,393 125,697
 
Less: Net loss attributable to non-controlling interests   (1,683 )   (1,528 )   (2,624 )   (946 )
 
Net income attributable to controlling interests $ 82,290   $ 66,939   $ 141,017   $ 126,643  
 
Earnings per share:
Net income attributable to controlling interests - basic $ 1.15   $ 0.92   $ 1.98   $ 1.74  
Net income attributable to controlling interests - diluted $ 1.15   $ 0.92   $ 1.96   $ 1.73  
 
Weighted average shares of common stock,
basic (000)   71,257     72,417     71,376     72,753  
Weighted average shares of common stock,
diluted (000)   71,847     72,769     71,920     73,011  
 

 
TOWERS WATSON & CO.
Condensed Consolidated Balance Sheets
(Thousands of U.S. Dollars, Except Share Data)
(Unaudited)
        December 31,   June 30,
2012 2012
 
Assets
Cash and cash equivalents $ 420,786 $ 478,179
Restricted cash 120,726 171,406
Short-term investments 34,912 40,436
Receivables from clients:
 
Billed, net of allowances of $19,491 and $20,871 570,165 564,111
Unbilled, at estimated net realizable value   337,379     320,240  
907,544 884,351
 
Other current assets   189,211     185,025  
Total current assets 1,673,179 1,759,397
 
Fixed assets, net 353,874 315,000
Deferred income taxes 154,862 157,491
Goodwill 2,294,205 2,252,555
Intangible assets, net 735,940 768,848
Other assets   125,140     103,687  
 
Total Assets $ 5,337,200   $ 5,356,978  
 
Liabilities
Accounts payable, accrued liabilities and deferred income $ 356,247 $ 333,443
Employee-related liabilities 422,967 558,222
Fiduciary liabilities 120,726 171,406
Term loan - current 12,500 -
Other current liabilities   50,505     39,911  
Total current liabilities 962,945 1,102,982
 
Revolving credit facility 275,000 208,000
Term loan 237,500 250,000
Accrued retirement benefits and other employee-related liabilities 828,995 880,877
Professional liability claims reserve 260,085 266,619
Other noncurrent liabilities   205,339     191,183  
 
 
Total Liabilities   2,769,864     2,899,661  
 
Commitments and contingencies
 
Stockholders' Equity
Class A Common Stock - $0.01 par value: 300,000,000 shares authorized;
63,490,364 and 63,521,654 issued and 60,001,661 and 60,666,474 outstanding 635 635
Class B Common Stock - $0.01 par value: 93,500,000 shares authorized;
11,035,878 and 11,035,878 issued and 11,035,878 and 11,035,878 outstanding 110 110
Additional paid-in capital 1,851,968 1,833,799
Treasury stock, at cost - 3,488,703 and 2,855,180 shares (203,716 ) (168,901 )
Retained earnings 1,216,051 1,117,622
Accumulated other comprehensive loss   (320,753 )   (350,745 )
Total Stockholders' Equity   2,544,295     2,432,520  
Non-controlling interest   23,041     24,797  
Total Equity   2,567,336     2,457,317  
 
Total Liabilities and Total Equity $ 5,337,200   $ 5,356,978  
 

 
TOWERS WATSON & CO.
Condensed Consolidated Statements of Cash Flows
(Thousands of U.S. Dollars)
(Unaudited)
      Six Months ended December 31,
2012   2011
 
Cash flows from/(used in) operating activities:
Net income before non-controlling interests $ 138,393 $ 125,697
Adjustments to reconcile net income to net cash from/(used in) operating activities:
Provision for doubtful receivables from clients 7,824 7,461
Depreciation 49,380 42,491
Amortization of intangible assets 39,892 30,665
Provision for deferred income taxes 27,936 29,880
Equity from affiliates - 212
Stock-based compensation 23,260 36,401
Other, net (2,651 ) (916 )
Changes in operating assets and liabilities (net of business acquisitions)
Receivables from clients (19,819 ) (81,445 )
Restricted cash 53,063 18,900
Other current assets (18,865 ) (4,900 )
Other noncurrent assets 589 (29,654 )
Accounts payable, accrued liabilities and deferred income 22,717 (6,488 )
Employee-related liabilities (144,650 ) (148,842 )
Fiduciary liabilities (53,063 ) (13,257 )
Accrued retirement benefits and other employee-related liabilities (111,077 ) (30,580 )
Professional liability claims reserves (8,996 ) (38,842 )
Other current liabilities 1,559 1,572
Other noncurrent liabilities 9,099 (1,237 )
Income tax related accounts   6,780     9,423  
Cash flows from/(used in) operating activities $ 21,371   $ (53,459 )
 
Cash flows used in investing activities:
Cash paid for business acquisitions (185 ) (3,012 )
Cash acquired from business acquisitions - 2,101
Fixed assets and software for internal use (54,493 ) (65,464 )
Capitalized software costs (29,007 ) (9,145 )
Purchases of available-for-sale securities (18,083 ) -
Redemptions of available-for-sale securities 27,670 45,919
Proceeds from divestitures   3,682     -  
Cash flows used in investing activities $ (70,416 ) $ (29,601 )
 
Cash flows used in financing activities:
Borrowings under credit facility 376,600 75,000
Repayments under credit facility (309,600 ) (10,000 )
Dividends paid (48,715 ) (11,921 )
Repurchases of common stock (36,531 ) (90,966 )
Payroll tax payments on vested shares (1,750 ) (6,046 )
Issuances of common stock and excess tax benefit   -     1,856  
Cash flows used in financing activities $ (19,996 ) $ (42,077 )
 
Effect of exchange rates on cash $ 11,648   $ (17,699 )
 
Decrease in cash and cash equivalents (57,393 ) (142,836 )
 
Cash and cash equivalents at beginning of period   478,179     528,923  
 
Cash and cash equivalents at end of period $ 420,786   $ 386,087  




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