WTW (NASDAQ: WTW) (the “Company”), a leading global advisory,
broking and solutions company, today announced financial results
for the first quarter ended March 31, 2023.
“The first quarter was a solid start to the year for WTW,” said
Carl Hess, WTW’s chief executive officer. “Our investments in
talent and technology, along with the momentum in our business,
helped us achieve excellent revenue increases on both a reported
and an organic basis. Our top-line revenue growth, together with
our expense discipline, the successful execution of our
transformation efforts and initiatives to simplify our company
drove operating margin expansion over the prior year. We are
proving ourselves to be resilient in a complex risk and economic
environment.”
Consolidated
Results
As reported, USD millions, except %
Key Metrics |
Q1-23 |
Q1-22 |
Y/Y Change |
Revenue1 |
$2,244 |
$2,160 |
Reported 4% | CC 7% | Organic 8% |
Income from Operations |
$285 |
$179 |
59% |
Operating Margin % |
12.7% |
8.3% |
440 bps |
Adjusted Operating Income |
$418 |
$371 |
13% |
Adjusted Operating Margin % |
18.6% |
17.2% |
140 bps |
Net Income |
$206 |
$125 |
65% |
Adjusted Net Income |
$306 |
$315 |
(3)% |
Diluted EPS |
$1.88 |
$1.03 |
83% |
Adjusted Diluted EPS |
$2.84 |
$2.66 |
7% |
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1 The revenue amounts included in this release are
presented on a U.S. GAAP basis except where stated otherwise. This
excludes reinsurance revenue which is reported in discontinued
operations. The segment discussion is on an organic basis.
Revenue was $2.24 billion for the first quarter of 2023, an
increase of 4% as compared to $2.16 billion for the same period in
the prior year. Excluding a 3% foreign currency headwind, revenue
increased 7%. On an organic basis, revenue increased 8%. See
Supplemental Segment Information on page 8 for additional detail on
book-of-business settlements and interest income included in
revenue.
Net Income for the first quarter of 2023 was $206 million, an
increase of 65% compared to Net Income of $125 million in the
prior-year first quarter. Adjusted EBITDA for the first quarter was
$503 million, or 22.4% of revenue, a decrease of 3%, compared to
Adjusted EBITDA of $518 million, or 24.0% of revenue, in the
prior-year first quarter. Book-of-business settlements and interest
income, included in revenue and income, created a tailwind to all
measures of profit, which was offset by the headwind from the
sanction-driven divestiture of our highly-profitable Russian
business. The U.S. GAAP tax rate for the first quarter was 19.5%,
and the adjusted income tax rate for the first quarter used in
calculating adjusted diluted earnings per share was 20.5%.
Cash Flow and Capital
Allocation
Cash flows from operating activities were $134
million for the quarter ended March 31, 2023, compared to $21
million for the prior year. Free cash flow for the quarters ended
March 31, 2023 and 2022 was $92 million and ($10) million,
respectively, an improvement of $102 million. During the quarter
ended March 31, 2023, the Company repurchased $104 million of WTW
outstanding shares. For further discussion on expectation for free
cash flow, see “Updated Free Cash Flow Outlook” below.
Quarterly Business
Highlights
- Realized $75 million of incremental annualized Transformation
Program savings in the first quarter, bringing the total to $224
million in cumulative savings since the program's inception. Refer
to the Supplemental Slides for additional detail.
- Repurchased 432,140 of our shares for $104 million during the
quarter.
- Announced strategic collaborations to help further improve the
insurance placement experience with Zurich, via our Broking
Platform, and Sapiens, a software provider for the insurance
industry.
- Launched the LifeSight Pooled Employer Plan in the U.S., with
Transamerica overseeing administration and recordkeeping, to help
simplify the 401(k) plan sponsorship for employers and provide
better outcomes for their employees.
First Quarter 2023 Segment
Highlights
Health, Wealth & Career
As reported, USD millions, except %
Health, Wealth & Career |
Q1-23 |
Q1-22 |
Y/Y Change |
Total Revenue |
$1,287 |
$1,244 |
Reported 3% | CC 6% | Organic 6% |
Operating Income |
$309 |
$257 |
20% |
Operating Margin % |
24.0% |
20.7% |
330 bps |
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The HWC segment had revenue of $1.29 billion in the first
quarter, an increase of 3% (6% increase constant currency and
organic) from $1.24 billion in the prior year. Organic growth was
led by Health, driven by increased project activity in North
America and the continued expansion of our client portfolio in
International. Benefits Delivery & Outsourcing generated
organic revenue growth through new clients and compliance project
work in Outsourcing and higher volumes and placements of Medicare
Advantage and Life policies in Individual Marketplace. Our Wealth
businesses generated organic revenue growth from higher levels of
Retirement work in Europe and North America, including compliance
and de-risking projects along with new client acquisitions. Our
Career businesses grew revenue organically through increased demand
for Advisory services and increases in data and software license
sales.
Operating margins in the HWC segment increased 330 basis points
from the prior-year first quarter to 24.0%, primarily from higher
operating leverage.
Risk & Broking
As reported, USD millions, except %
Risk & Broking |
Q1-23 |
Q1-22 |
Y/Y Change |
Total Revenue |
$904 |
$891 |
Reported 1% | CC 5% | Organic 10% |
Operating Income |
$180 |
$192 |
(6)% |
Operating Margin % |
19.9% |
21.6% |
(170) bps |
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The R&B segment had revenue of $904 million in the first
quarter, an increase of 1% (5% increase constant currency and 10%
increase organic) from $891 million in the prior year. On an
organic basis, Corporate Risk & Broking generated excellent
organic revenue growth across all geographies, primarily driven by
new business and increased retention in our global lines of
business, most notably in Aerospace, Financial Solutions and
Natural Resources. Insurance Consulting and Technology had organic
revenue growth primarily from software sales.
Operating margins in the R&B segment decreased 170 basis
points from the prior-year first quarter to 19.9%, primarily due to
the divestiture of our Russian operations.
2023 Outlook
Based on current and anticipated market conditions, the
Company's full-year targets for 2023 are as follows:
- Expect to deliver mid-single digit organic revenue growth
- Expect to deliver adjusted operating margin expansion for the
full year 2023
- Expect to deliver approximately $100 million of incremental
run-rate savings from the Transformation Program in 2023
- Expect approximately $112 million in non-cash pension income
for the full year 2023
- Expect a foreign currency headwind on adjusted earnings per
share of approximately $0.05 for the full year 2023 at today’s
rates, up from $0.01 previously
Outlook includes Non-GAAP financial measures. We do not
reconcile forward-looking Non-GAAP measures for reasons explained
below.
Updated Free Cash Flow
Outlook
As part of our strategic plan, we set a target for three-year
cumulative Free Cash Flow (“FCF”). This target reflected our goal
to substantially improve FCF generation. We recognized that there
were – and still are – substantial FCF improvement opportunities
for WTW achievable across various time horizons, with many of the
larger opportunities expected to play out over multiple years.
However, we have now concluded that the paths to realizing these
long-term improvement opportunities will likely take us beyond the
end of 2024. As a result, WTW is modifying its target of generating
$4.3B - $5.3B in cumulative FCF between 2022 and 2024. Over the
near term, we expect FCF as a percentage of revenue to meaningfully
improve from the prior-year base of 8%, primarily reflecting the
absence of the one-time headwinds experienced last year, partially
offset by the acceleration and expansion of our Transformation
program. Over the long-term, we expect continual improvement
towards peers’ free cash flow margins.
Conference Call
The Company will host a live webcast and conference call to
discuss the financial results for the first quarter 2023. It will
be held on Thursday, April 27, 2023, beginning at 9:00 a.m. Eastern
Time. A live broadcast of the conference call will be available on
WTW’s website here. The conference call will include a
question-and-answer session. To participate in the
question-and-answer session, please register here. An online replay
will be available at www.wtwco.com shortly after the call
concludes.
About WTW
At WTW (NASDAQ: WTW), we provide data-driven, insight-led
solutions in the areas of people, risk and capital. Leveraging the
global view and local expertise of our colleagues serving 140
countries and markets, we help organizations sharpen their
strategy, enhance organizational resilience, motivate their
workforce and maximize performance. Working shoulder to shoulder
with our clients, we uncover opportunities for sustainable
success—and provide perspective that moves you. Learn more at
www.wtwco.com.
WTW Non-GAAP Measures
In order to assist readers of our consolidated financial
statements in understanding the core operating results that WTW’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.
We believe that those measures are relevant and provide
pertinent 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 the 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 may be part of our full-year results.
Additionally, we have historically adjusted for certain items which
are not described below, but for which we may adjust in a future
period when applicable. Items applicable to the quarter or full
year results, or the comparable periods, include the following:
- Income and loss from discontinued operations, net of tax –
Adjustment to remove the after-tax income or loss from discontinued
operations and the after-tax gain attributable to the divestiture
of our Willis Re business.
- Restructuring costs and transaction and transformation –
Management believes it is appropriate to adjust for restructuring
costs and transaction and transformation 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.
- Impairment – Adjustment to remove the impairment related to the
net assets of our Russian business that are held outside of our
Russian entities.
- Gains and losses on disposals of operations – Adjustment to
remove the gains or losses resulting from disposed operations that
have not been classified as discontinued operations.
- Tax effect of the Coronavirus Aid, Relief, and Economic
Security (‘CARES’) Act – Relates to the incremental tax expense or
benefit, primarily from the Base Erosion and Anti-Abuse Tax
(‘BEAT’), generated from electing or changing elections of certain
income tax provisions available under the CARES Act.
- Tax effect of internal reorganizations – 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.
We consider 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 our comparable operating and
liquidity results would have been had we not incurred
transaction-related and non-recurring items. Our 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 transaction-related items can vary from
period to period.
Adjusted Operating Income/Margin – Income from operations
adjusted for amortization, restructuring costs, transaction and
transformation 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 loss/(income)
from discontinued operations, net of tax, provision for income
taxes, interest expense, depreciation and amortization,
restructuring costs, transaction and transformation, gains and
losses on disposals 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 WTW adjusted
for loss/(income) from discontinued operations, net of tax,
amortization, restructuring costs, transaction and transformation,
gains and losses on disposals 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 ordinary shares, 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, restructuring costs,
transaction and transformation, gains and losses on disposals 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, restructuring
costs, transaction and transformation, gains and losses on
disposals 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.
WTW Forward-Looking Statements
This document contains ‘forward-looking statements’ within the
meaning of Section 27A of the Securities Act of 1933, and Section
21E of the Securities Exchange Act of 1934, which are intended to
be covered by the safe harbors created by those laws. These
forward-looking statements include information about possible or
assumed future results of our operations. All statements, other
than statements of historical facts, that address activities,
events, or developments that we expect or anticipate may occur in
the future, including such things as our outlook, the potential
impact of natural or man-made disasters like health pandemics and
other world health crises on; future capital expenditures; ongoing
working capital efforts; future share repurchases; financial
results (including our revenue, costs, or margins) and the impact
of changes to tax laws on our financial results; existing and
evolving business strategies and acquisitions and dispositions,
including our completed sale of Willis Re to Arthur J. Gallagher
& Co. (‘Gallagher’) and transitional arrangements related
thereto; demand for our services and competitive strengths;
strategic goals; the benefits of new initiatives; growth of our
business and operations; our ability to successfully manage ongoing
leadership, organizational and technology changes, including
investments in improving systems and processes; our ability to
implement and realize anticipated benefits of any cost-savings
initiatives including the multi-year operational Transformation
program; and plans and references to future successes, including
our future financial and operating results, short-term and
long-term financial goals, plans, objectives, expectations and
intentions are forward-looking statements including with respect to
free cash flow generation, adjusted net revenue, adjusted operating
margin, and adjusted earnings per share. Also, when we use words
such as ‘may’, ‘will’, ‘would’, ‘anticipate’, ‘believe’,
‘estimate’, ‘expect’, ‘intend’, ‘plan’, ‘continues’, ‘seek’,
‘target’, ‘goal’, ‘focus’, ‘probably’, or similar expressions, we
are making forward-looking statements. Such statements are based
upon the current beliefs and expectations of the Company’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
in this document, including the following: our ability to
successfully establish, execute and achieve our global business
strategy as it evolves; our ability to fully realize anticipated
benefits of our growth strategy; our ability to achieve our
short-term and long-term financial goals, such as with respect to
our cash flow generation, and the timing with respect to such
achievement; the risks related to changes in general economic
(including a possible recession), business and political
conditions, including changes in the financial markets, inflation,
credit availability, increased interest rates and trade policies;
the risks to our short-term and long-term financial goals from any
of the risks or uncertainties set forth herein; the risks to our
business, financial condition, results of operations, and long-term
goals that may be materially adversely affected by any negative
impact on the global economy and capital markets resulting from or
relating to inflation, the military conflict between Russia and
Ukraine or any other geopolitical tensions and the withdrawal from
our high margin businesses in Russia and our ability to achieve
cost-mitigation measures; our ability to successfully hedge against
fluctuations in foreign currency rates; the risks relating to the
adverse impacts of natural or man-made disasters like health
pandemics and other world health crises, such as the COVID-19
pandemic, including supply chain, workforce availability,
vaccination rates, and other impacts on the people and businesses
in jurisdictions where we do business, on the demand for our
products and services, our cash flows and our business operations;
material interruptions to or loss of our information processing
capabilities, or failure to effectively maintain and upgrade our
information technology resources and systems and related risks of
cybersecurity breaches or incidents; our ability to comply with
complex and evolving regulations related to data privacy and
cybersecurity; the risks relating to the transitional arrangements
in effect subsequent to our now-completed sale of Willis Re to
Gallagher; significant competition that we face and the potential
for loss of market share and/or profitability; the impact of
seasonality and differences in timing of renewals and non-recurring
revenue increases from disposals and book-of-business sales; 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 of substantial negative outcomes on existing
litigation or investigation matters; changes in the regulatory
environment in which we operate, including, among other risks, the
impacts of pending competition law and regulatory investigations;
various claims, government inquiries or investigations or the
potential for regulatory action; our ability to make divestitures
or acquisitions, including and our ability to integrate or manage
such acquired businesses, as well as identify and successfully
execute on opportunities for strategic collaboration; our ability
to integrate direct-to-consumer sales and marketing solutions with
our existing offerings and solutions; our ability to successfully
manage ongoing organizational changes, including investments in
improving systems and processes; disasters or business continuity
problems; the ongoing impact of Brexit on our business and
operations, including as a result of updated regulatory guidance,
such as that issued by the European Insurance and Occupational
Pensions Authority on February 3, 2023, ongoing efforts and
resources allocated to the post-Brexit evolution of regulations and
laws and the need to relocate talent or roles or both between or
within the E.U. and the U.K., or otherwise; our ability to
successfully enhance our billing, collection and other working
capital efforts, and thereby increase our free cash flow; the
impact of the impending cessation of the London Interbank Offered
Rate; our ability to properly identify and manage conflicts of
interest; reputational damage, including from association with
third parties; reliance on third-party service providers and
suppliers; risks relating to changes in our management structures
and in senior leadership; the loss of key employees or a large
number of employees and rehiring rates; our ability to maintain our
corporate culture; doing business internationally, including the
impact of foreign currency exchange rates; compliance with
extensive government regulation; the risk of sanctions imposed by
governments, or changes to associated sanction regulations (such as
sanctions imposed on Russia) and related counter-sanctions; 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 U.S. healthcare system, including those related to
Medicare and any legislative actions from the current U.S.
Congress, and any other changes and developments in legal,
economic, business or operational conditions impacting our Medicare
benefits businesses such as TRANZACT; the inability to protect our
intellectual property rights, or the potential infringement upon
the intellectual property rights of others; fluctuations in our
pension assets and liabilities and related changes in pension
income, including as a result of, related to, or derived from
movements in the interest rate environment, investment returns,
inflation, or changes in other assumptions that are used to
estimate our benefit obligations and its effect on adjusted
earnings per share; our 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; our ability to
obtain financing on favorable terms or at all; adverse changes in
our credit ratings; the impact of recent or potential changes to
U.S. or foreign laws, and the enactment of additional, or the
revision of existing, state, federal, and/or foreign laws and
regulations, recent judicial decisions and development of case law,
other regulations and any policy changes and legislative actions,
including those that impact our effective tax rate; U.S. federal
income tax consequences to U.S. persons owning at least 10% of our
shares; changes in accounting principles, estimates or assumptions;
risks relating to or arising from environmental, social and
governance (‘ESG’) practices; fluctuation in revenue against our
relatively fixed or higher than expected expenses; the laws of
Ireland being different from the laws of the U.S. and potentially
affording less protections to the holders of our securities; and
our holding company structure potentially preventing us from being
able to receive dividends or other distributions in needed amounts
from our subsidiaries. The foregoing list of factors is not
exhaustive and new factors may emerge from time to time that could
also affect actual performance and results. For more information,
please see Part I, Item 1A in our Annual Report on Form 10-K, and
our subsequent filings with the SEC. Copies are available online at
www.sec.gov or www.wtwco.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. Given 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. With regard to these risks,
uncertainties and assumptions, the forward-looking events discussed
in this document may not occur, and we caution you against unduly
relying on these forward-looking statements.
Contact
INVESTORSClaudia De La Hoz |
Claudia.Delahoz@wtwco.com
WTWSupplemental Segment
Information(In millions of U.S. dollars)(Unaudited)
REVENUE |
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Components of Revenue Change(i) |
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Less: |
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Less: |
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Three Months Ended March 31, |
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As Reported |
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Currency |
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Constant Currency |
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Acquisitions/ |
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Organic |
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2023 |
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2022 |
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% Change |
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Impact |
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Change |
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Divestitures |
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Change |
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Health, Wealth & Career |
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$ |
1,287 |
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$ |
1,244 |
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3 |
% |
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(3 |
)% |
|
6 |
% |
|
0 |
% |
|
6 |
% |
Risk & Broking |
|
|
904 |
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|
891 |
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|
1 |
% |
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(4 |
)% |
|
5 |
% |
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(5 |
)% |
|
10 |
% |
Segment
Revenue |
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2,191 |
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|
2,135 |
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3 |
% |
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(3 |
)% |
|
6 |
% |
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(2 |
)% |
|
8 |
% |
Reimbursable expenses and
other |
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53 |
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|
25 |
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Revenue |
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$ |
2,244 |
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$ |
2,160 |
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4 |
% |
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(3 |
)% |
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7 |
% |
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(1 |
)% |
|
8 |
% |
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|
|
|
|
|
|
|
|
|
|
|
|
|
(i) Components of revenue change may not add due to
rounding.
BOOK-OF-BUSINESS SETTLEMENTS AND INTEREST
INCOME
|
|
Three Months Ended March 31, |
|
|
|
HWC |
|
|
R&B |
|
|
Corporate |
|
|
Total |
|
|
|
2023 |
|
|
2022 |
|
|
2023 |
|
|
2022 |
|
|
2023 |
|
|
2022 |
|
|
2023 |
|
|
2022 |
|
Book-of-business settlements |
|
$ |
— |
|
|
$ |
3 |
|
|
$ |
7 |
|
|
$ |
— |
|
|
$ |
— |
|
|
$ |
— |
|
|
$ |
7 |
|
|
$ |
3 |
|
Interest income |
|
|
5 |
|
|
|
1 |
|
|
|
12 |
|
|
|
3 |
|
|
|
15 |
|
|
|
— |
|
|
|
32 |
|
|
|
4 |
|
Total interest and other
income |
|
$ |
5 |
|
|
$ |
4 |
|
|
$ |
19 |
|
|
$ |
3 |
|
|
$ |
15 |
|
|
$ |
— |
|
|
$ |
39 |
|
|
$ |
7 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
SEGMENT OPERATING INCOME (i)
|
|
Three Months Ended March 31, |
|
|
|
2023 |
|
|
2022 |
|
|
|
|
|
|
|
|
Health, Wealth & Career |
|
$ |
309 |
|
|
$ |
257 |
|
Risk & Broking |
|
|
180 |
|
|
|
192 |
|
Segment Operating
Income |
|
$ |
489 |
|
|
$ |
449 |
|
|
|
|
|
|
|
|
|
|
(i) Segment operating income excludes certain costs, including
amortization of intangibles, restructuring costs, transaction and
transformation 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 March 31, |
|
|
2023 |
|
2022 |
Health, Wealth & Career |
|
24.0 |
% |
|
20.7 |
% |
Risk & Broking |
|
19.9 |
% |
|
21.6 |
% |
|
|
|
|
|
|
|
RECONCILIATION OF SEGMENT OPERATING INCOME TO INCOME
FROM OPERATIONS BEFORE INCOME TAXES
|
Three Months Ended March 31, |
|
2023 |
|
2022 |
|
|
|
|
|
|
Segment Operating Income |
$ |
489 |
|
|
$ |
449 |
|
Impairment (i) |
|
— |
|
|
|
(81 |
) |
Amortization |
|
(71 |
) |
|
|
(85 |
) |
Restructuring costs |
|
(3 |
) |
|
|
(6 |
) |
Transaction and transformation
(ii) |
|
(59 |
) |
|
|
(20 |
) |
Unallocated, net (iii) |
|
(71 |
) |
|
|
(78 |
) |
Income from Operations |
|
285 |
|
|
|
179 |
|
Interest expense |
|
(54 |
) |
|
|
(49 |
) |
Other income, net |
|
25 |
|
|
|
27 |
|
Income from continuing
operations before income taxes |
$ |
256 |
|
|
$ |
157 |
|
|
|
|
|
|
|
|
|
(i) Represents the impairment related to the net assets of our
Russian business that are held outside of our Russian entities.(ii)
In 2023 and 2022, in addition to legal fees and other transaction
costs, includes primarily consulting fees related to the
Transformation program.(iii) 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.
WTWReconciliations of
Non-GAAP Measures (In millions of U.S. dollars, except per
share data)(Unaudited)
RECONCILIATION OF NET INCOME ATTRIBUTABLE TO WTW TO
ADJUSTED DILUTED EARNINGS PER SHARE
|
Three Months Ended March 31, |
|
|
2023 |
|
|
2022 |
|
|
|
|
|
|
|
Net Income attributable to WTW |
$ |
203 |
|
|
$ |
122 |
|
Adjusted for certain
items: |
|
|
|
|
|
Income from discontinued operations, net of tax |
|
— |
|
|
|
(11 |
) |
Impairment |
|
— |
|
|
|
81 |
|
Amortization |
|
71 |
|
|
|
85 |
|
Restructuring costs |
|
3 |
|
|
|
6 |
|
Transaction and transformation |
|
59 |
|
|
|
20 |
|
Loss on disposal of operations |
|
— |
|
|
|
54 |
|
Tax effect on certain items listed above(i) |
|
(34 |
) |
|
|
(42 |
) |
Tax effect of internal reorganizations |
|
4 |
|
|
|
— |
|
Adjusted Net
Income |
$ |
306 |
|
|
$ |
315 |
|
|
|
|
|
|
|
Weighted-average ordinary
shares, diluted |
|
108 |
|
|
|
118 |
|
|
|
|
|
|
|
Diluted Earnings Per
Share |
$ |
1.88 |
|
|
$ |
1.03 |
|
Adjusted for certain
items:(ii) |
|
|
|
|
|
Income from discontinued operations, net of tax |
|
— |
|
|
|
(0.09 |
) |
Impairment |
|
— |
|
|
|
0.68 |
|
Amortization |
|
0.66 |
|
|
|
0.72 |
|
Restructuring costs |
|
0.03 |
|
|
|
0.05 |
|
Transaction and transformation |
|
0.55 |
|
|
|
0.17 |
|
Loss on disposal of operations |
|
— |
|
|
|
0.46 |
|
Tax effect on certain items listed above(i) |
|
(0.32 |
) |
|
|
(0.36 |
) |
Tax effect of internal reorganizations |
|
0.04 |
|
|
|
— |
|
Adjusted Diluted
Earnings Per Share |
$ |
2.84 |
|
|
$ |
2.66 |
|
|
|
|
|
|
|
|
|
(i) The tax effect was calculated using an effective tax rate
for each item.(ii) Per share values and totals may differ due to
rounding.
RECONCILIATION OF NET INCOME TO ADJUSTED
EBITDA
|
Three Months Ended March 31, |
|
|
|
2023 |
|
|
|
|
2022 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net
Income |
$ |
206 |
|
9.2 |
% |
$ |
125 |
|
|
5.8 |
% |
Income from discontinued operations, net of tax |
|
— |
|
|
|
|
(11 |
) |
|
|
|
Provision for income taxes |
|
50 |
|
|
|
|
43 |
|
|
|
|
Interest expense |
|
54 |
|
|
|
|
49 |
|
|
|
|
Impairment |
|
— |
|
|
|
|
81 |
|
|
|
|
Depreciation |
|
60 |
|
|
|
|
66 |
|
|
|
|
Amortization |
|
71 |
|
|
|
|
85 |
|
|
|
|
Restructuring costs |
|
3 |
|
|
|
|
6 |
|
|
|
|
Transaction and transformation |
|
59 |
|
|
|
|
20 |
|
|
|
|
Loss on disposal of operations |
|
— |
|
|
|
|
54 |
|
|
|
|
Adjusted EBITDA and
Adjusted EBITDA Margin |
$ |
503 |
|
22.4 |
% |
$ |
518 |
|
|
24.0 |
% |
|
|
|
|
|
|
|
|
|
|
|
|
RECONCILIATION OF INCOME FROM OPERATIONS TO ADJUSTED
OPERATING INCOME
|
Three Months Ended March 31, |
|
|
|
2023 |
|
|
|
|
2022 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Income from
operations |
$ |
285 |
|
12.7 |
% |
$ |
179 |
|
|
8.3 |
% |
Adjusted for certain
items: |
|
|
|
|
|
|
|
|
|
Impairment |
|
— |
|
|
|
|
81 |
|
|
|
|
Amortization |
|
71 |
|
|
|
|
85 |
|
|
|
|
Restructuring costs |
|
3 |
|
|
|
|
6 |
|
|
|
|
Transaction and transformation |
|
59 |
|
|
|
|
20 |
|
|
|
|
Adjusted operating
income |
$ |
418 |
|
18.6 |
% |
$ |
371 |
|
|
17.2 |
% |
|
|
|
|
|
|
|
|
|
|
|
|
RECONCILIATION OF GAAP INCOME TAXES/TAX RATE TO ADJUSTED
INCOME TAXES/TAX RATE
|
Three Months Ended March 31, |
|
2023 |
|
|
2022 |
|
Income from continuing operations before income
taxes |
$ |
256 |
|
|
$ |
157 |
|
|
|
|
|
|
|
Adjusted for certain
items: |
|
|
|
|
|
Impairment |
|
— |
|
|
|
81 |
|
Amortization |
|
71 |
|
|
|
85 |
|
Restructuring costs |
|
3 |
|
|
|
6 |
|
Transaction and
transformation |
|
59 |
|
|
|
20 |
|
Loss on disposal of
operations |
|
— |
|
|
|
54 |
|
Adjusted income before
taxes |
$ |
389 |
|
|
$ |
403 |
|
|
|
|
|
|
|
Provision for income
taxes |
$ |
50 |
|
|
$ |
43 |
|
Tax effect on certain items
listed above(i) |
|
34 |
|
|
|
42 |
|
Tax effect of internal
reorganizations |
|
(4 |
) |
|
|
— |
|
Adjusted income
taxes |
$ |
80 |
|
|
$ |
85 |
|
|
|
|
|
|
|
U.S. GAAP tax
rate |
|
19.5 |
% |
|
|
27.5 |
% |
Adjusted income tax
rate |
|
20.5 |
% |
|
|
21.1 |
% |
|
|
|
|
|
|
|
|
(i) The tax effect was calculated using an effective tax rate
for each item.
RECONCILIATION OF CASH FLOWS FROM OPERATING ACTIVITIES
TO FREE CASH FLOW
|
Three Months Ended March 31, |
|
|
|
2023 |
|
|
|
2022 |
|
Cash flows from
operating activities |
$ |
134 |
|
|
$ |
21 |
|
Less: Additions to fixed
assets and software for internal use |
|
(42 |
) |
|
|
(31 |
) |
Free Cash
Flow |
$ |
92 |
|
|
$ |
(10 |
) |
|
|
|
|
|
|
|
|
WILLIS TOWERS WATSON PUBLIC LIMITED
COMPANYCondensed Consolidated Statements of
Income(In millions of U.S. dollars, except per share
data)(Unaudited)
|
|
Three Months Ended March 31, |
|
|
|
2023 |
|
|
2022 |
|
Revenue |
|
$ |
2,244 |
|
|
$ |
2,160 |
|
|
|
|
|
|
|
|
Costs of providing
services |
|
|
|
|
|
|
Salaries and benefits |
|
|
1,313 |
|
|
|
1,318 |
|
Other operating expenses |
|
|
453 |
|
|
|
486 |
|
Depreciation |
|
|
60 |
|
|
|
66 |
|
Amortization |
|
|
71 |
|
|
|
85 |
|
Restructuring costs |
|
|
3 |
|
|
|
6 |
|
Transaction and transformation |
|
|
59 |
|
|
|
20 |
|
Total costs of providing
services |
|
|
1,959 |
|
|
|
1,981 |
|
|
|
|
|
|
|
|
Income from operations |
|
|
285 |
|
|
|
179 |
|
|
|
|
|
|
|
|
Interest expense |
|
|
(54 |
) |
|
|
(49 |
) |
Other income, net |
|
|
25 |
|
|
|
27 |
|
|
|
|
|
|
|
|
INCOME FROM
CONTINUING OPERATIONS BEFORE INCOME TAXES |
|
256 |
|
|
|
157 |
|
|
|
|
|
|
|
|
Provision for income
taxes |
|
|
(50 |
) |
|
|
(43 |
) |
|
|
|
|
|
|
|
INCOME FROM CONTINUING
OPERATIONS |
|
|
206 |
|
|
|
114 |
|
|
|
|
|
|
|
|
INCOME FROM DISCONTINUED
OPERATIONS, NET OF TAX |
|
|
— |
|
|
|
11 |
|
|
|
|
|
|
|
|
NET INCOME |
|
206 |
|
|
|
125 |
|
|
|
|
|
|
|
|
Income attributable to
non-controlling interests |
|
|
(3 |
) |
|
|
(3 |
) |
|
|
|
|
|
|
|
NET INCOME ATTRIBUTABLE TO
WTW |
|
$ |
203 |
|
|
$ |
122 |
|
|
|
|
|
|
|
|
EARNINGS PER SHARE |
|
|
|
|
|
|
Basic earnings per share |
|
|
|
|
|
|
Income from continuing operations per share |
|
$ |
1.89 |
|
|
$ |
0.94 |
|
Income from discontinued operations per share |
|
$ |
— |
|
|
$ |
0.09 |
|
Basic earnings per share |
|
$ |
1.89 |
|
|
$ |
1.03 |
|
Diluted earnings per
share |
|
|
|
|
|
|
Income from continuing operations per share |
|
$ |
1.88 |
|
|
$ |
0.94 |
|
Income from discontinued operations per share |
|
$ |
— |
|
|
$ |
0.09 |
|
Diluted earnings per share |
|
$ |
1.88 |
|
|
$ |
1.03 |
|
|
|
|
|
|
|
|
Weighted-average shares of
common stock, basic |
|
|
107 |
|
|
|
118 |
|
Weighted-average shares of
common stock, diluted |
|
|
108 |
|
|
|
118 |
|
|
|
|
|
|
|
|
|
|
WILLIS TOWERS WATSON PUBLIC LIMITED
COMPANYCondensed Consolidated Balance
Sheets(In millions of U.S. dollars, except share
data)(Unaudited)
|
|
March 31, |
|
|
December 31, |
|
|
|
2023 |
|
|
2022 |
|
ASSETS |
|
|
|
|
|
|
Cash and cash equivalents |
|
$ |
1,135 |
|
|
$ |
1,262 |
|
Fiduciary assets |
|
|
12,213 |
|
|
|
11,772 |
|
Accounts receivable, net |
|
|
2,261 |
|
|
|
2,387 |
|
Prepaid and other current
assets |
|
|
337 |
|
|
|
414 |
|
Total current assets |
|
|
15,946 |
|
|
|
15,835 |
|
Fixed assets, net |
|
|
723 |
|
|
|
718 |
|
Goodwill |
|
|
10,193 |
|
|
|
10,173 |
|
Other intangible assets,
net |
|
|
2,212 |
|
|
|
2,273 |
|
Right-of-use assets |
|
|
577 |
|
|
|
586 |
|
Pension benefits assets |
|
|
863 |
|
|
|
827 |
|
Other non-current assets |
|
|
1,392 |
|
|
|
1,357 |
|
Total non-current assets |
|
|
15,960 |
|
|
|
15,934 |
|
TOTAL
ASSETS |
|
$ |
31,906 |
|
|
$ |
31,769 |
|
LIABILITIES AND
EQUITY |
|
|
|
|
|
|
Fiduciary liabilities |
|
$ |
12,213 |
|
|
$ |
11,772 |
|
Deferred revenue and accrued
expenses |
|
|
1,485 |
|
|
|
1,915 |
|
Current debt |
|
|
250 |
|
|
|
250 |
|
Current lease liabilities |
|
|
127 |
|
|
|
126 |
|
Other current liabilities |
|
|
814 |
|
|
|
716 |
|
Total current liabilities |
|
|
14,889 |
|
|
|
14,779 |
|
Long-term debt |
|
|
4,472 |
|
|
|
4,471 |
|
Liability for pension
benefits |
|
|
457 |
|
|
|
480 |
|
Deferred tax liabilities |
|
|
736 |
|
|
|
748 |
|
Provision for liabilities |
|
|
366 |
|
|
|
357 |
|
Long-term lease
liabilities |
|
|
610 |
|
|
|
620 |
|
Other non-current
liabilities |
|
|
200 |
|
|
|
221 |
|
Total non-current liabilities |
|
|
6,841 |
|
|
|
6,897 |
|
TOTAL
LIABILITIES |
|
|
21,730 |
|
|
|
21,676 |
|
COMMITMENTS AND
CONTINGENCIES |
|
|
|
|
|
|
EQUITY(i) |
|
|
|
|
|
|
Additional paid-in
capital |
|
|
10,890 |
|
|
|
10,876 |
|
Retained earnings |
|
|
1,774 |
|
|
|
1,764 |
|
Accumulated other
comprehensive loss, net of tax |
|
|
(2,568 |
) |
|
|
(2,621 |
) |
Treasury shares, at cost,
17,519 shares in 2022 |
|
|
— |
|
|
|
(3 |
) |
Total WTW
shareholders' equity |
|
|
10,096 |
|
|
|
10,016 |
|
Non-controlling interests |
|
|
80 |
|
|
|
77 |
|
Total
Equity |
|
|
10,176 |
|
|
|
10,093 |
|
TOTAL LIABILITIES AND
EQUITY |
|
$ |
31,906 |
|
|
$ |
31,769 |
|
|
|
|
|
|
|
|
|
|
_______________(i) Equity includes (a) Ordinary shares
$0.000304635 nominal value; Authorized 1,510,003,775; Issued
106,382,693 (2023) and 106,756,364 (2022); Outstanding 106,382,693
(2023) and 106,756,364 (2022) and (b) Preference shares, $0.000115
nominal value; Authorized 1,000,000,000 and Issued none in 2023 and
2022.
WILLIS TOWERS WATSON PUBLIC LIMITED
COMPANYCondensed Consolidated Statements of Cash
Flows(In millions of U.S. dollars)(Unaudited)
|
|
Three Months Ended March 31, |
|
|
2023 |
|
2022 |
CASH FLOWS FROM OPERATING
ACTIVITIES |
|
|
|
|
|
|
NET INCOME |
|
$ |
206 |
|
|
$ |
125 |
|
Adjustments to reconcile net
income to total net cash from operating activities: |
|
|
|
|
|
|
Depreciation |
|
|
60 |
|
|
|
66 |
|
Amortization |
|
|
71 |
|
|
|
85 |
|
Impairment |
|
|
— |
|
|
|
81 |
|
Non-cash restructuring
charges |
|
|
2 |
|
|
|
— |
|
Non-cash lease expense |
|
|
27 |
|
|
|
33 |
|
Net periodic benefit of
defined benefit pension plans |
|
|
(8 |
) |
|
|
(40 |
) |
Provision for doubtful
receivables from clients |
|
|
7 |
|
|
|
5 |
|
Benefit from deferred income
taxes |
|
|
(15 |
) |
|
|
(17 |
) |
Share-based compensation |
|
|
26 |
|
|
|
22 |
|
Net loss on disposal of
operations |
|
|
— |
|
|
|
56 |
|
Non-cash foreign exchange
loss/(gain) |
|
|
11 |
|
|
|
(5 |
) |
Other, net |
|
|
10 |
|
|
|
(5 |
) |
Changes in operating assets
and liabilities, net of effects from purchase of subsidiaries: |
|
|
|
|
|
|
Accounts receivable |
|
|
129 |
|
|
|
82 |
|
Other assets |
|
|
11 |
|
|
|
(22 |
) |
Other liabilities |
|
|
(411 |
) |
|
|
(458 |
) |
Provisions |
|
|
8 |
|
|
|
13 |
|
Net cash from operating
activities |
|
|
134 |
|
|
|
21 |
|
|
|
|
|
|
|
|
CASH FLOWS (USED IN)/FROM
INVESTING ACTIVITIES |
|
|
|
|
|
|
Additions to fixed assets and
software for internal use |
|
|
(42 |
) |
|
|
(31 |
) |
Capitalized software
costs |
|
|
(19 |
) |
|
|
(15 |
) |
Acquisitions of operations,
net of cash acquired |
|
|
(4 |
) |
|
|
(68 |
) |
Cash and fiduciary funds
transferred in sale of operations |
|
|
— |
|
|
|
(12 |
) |
Sale of investments |
|
|
4 |
|
|
|
200 |
|
Net cash (used in)/from
investing activities |
|
|
(61 |
) |
|
|
74 |
|
|
|
|
|
|
|
|
CASH FLOWS USED IN FINANCING
ACTIVITIES |
|
|
|
|
|
|
Repayments of debt |
|
|
(1 |
) |
|
|
(1 |
) |
Repurchase of shares |
|
|
(104 |
) |
|
|
(2,250 |
) |
Proceeds from issuance of
shares |
|
|
— |
|
|
|
1 |
|
Net payments from fiduciary
funds held for clients |
|
|
(250 |
) |
|
|
(211 |
) |
Payments of deferred and
contingent consideration related to acquisitions |
|
|
(6 |
) |
|
|
(20 |
) |
Cash paid for employee taxes
on withholding shares |
|
|
(5 |
) |
|
|
(1 |
) |
Dividends paid |
|
|
(87 |
) |
|
|
(98 |
) |
Net cash used in financing
activities |
|
|
(453 |
) |
|
|
(2,580 |
) |
|
|
|
|
|
|
|
DECREASE IN CASH, CASH
EQUIVALENTS AND RESTRICTED CASH |
|
|
(380 |
) |
|
|
(2,485 |
) |
Effect of exchange rate
changes on cash, cash equivalents and restricted cash |
|
|
21 |
|
|
|
(34 |
) |
CASH, CASH EQUIVALENTS AND
RESTRICTED CASH, BEGINNING OF PERIOD (i) |
|
|
4,721 |
|
|
|
7,691 |
|
CASH, CASH EQUIVALENTS AND
RESTRICTED CASH, END OF PERIOD (i) |
|
$ |
4,362 |
|
|
$ |
5,172 |
|
|
|
|
|
|
|
|
|
|
(i) The amounts of cash, cash equivalents and restricted
cash, their respective classification on the condensed consolidated
balance sheets, as well as their respective portions of the
increase or decrease in cash, cash equivalents and restricted cash
for each of the periods presented have been included in the
Supplemental Disclosures of Cash Flow Information section.
SUPPLEMENTAL DISCLOSURES OF CASH FLOW
INFORMATION
|
Three Months Ended March 31, |
|
|
2023 |
|
|
|
2022 |
|
Supplemental disclosures of
cash flow information: |
|
|
|
|
|
Cash and cash equivalents |
$ |
1,135 |
|
|
$ |
2,198 |
|
Fiduciary funds (included in fiduciary assets) |
|
3,227 |
|
|
|
2,967 |
|
Cash and cash equivalents and fiduciary funds (included in
current assets held for sale) |
|
— |
|
|
|
7 |
|
Total cash, cash equivalents and restricted cash |
$ |
4,362 |
|
|
$ |
5,172 |
|
|
|
|
|
|
|
Decrease in cash, cash equivalents and other restricted cash |
$ |
(130 |
) |
|
$ |
(2,274 |
) |
Decrease in fiduciary funds |
|
(250 |
) |
|
|
(211 |
) |
Total |
$ |
(380 |
) |
|
$ |
(2,485 |
) |
|
|
|
|
|
|
|
|
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