Willis Towers Watson Public Limited Company
Q1 2018 Earnings Call Transcript

Published: 7 May 2018

[Operator:]

Good day, ladies and gentlemen, and welcome to the First Quarter 2018 Willis Towers Watson Earnings Call. At this time, all participants are in a listen-only mode. Later we will conduct a question-and-answer session, and instructions will follow at that time. [Operator Instructions] As a reminder, this conference call is being recorded. I would now like to introduce your host for the day's the conference Ms. Aida Sukys, Director of Investor Relations. You may begin.

[Aida Sukys:]

Thanks, Catharine. Good morning everyone. Welcome to the Willis Towers Watson Earnings Call. On the call today with me today are John Haley, Willis Towers Watson's Chief Executive Officer; and Mike Burwell, our Chief Financial Officer. Please refer to our website for the press release issued earlier today as well as our supplemental slides. The supplemental slide is provided to show information and the impact of the new accounting standard ASC 606 on our first quarter 2018 financial statements. Today's call is being recorded and will be available for replay via telephone through tomorrow by dialing 404-537-3406, conference ID 6847517. The replay will also be available for the next three months on our website. This call may include forward-looking statements within the meaning of the U.S. Private Securities Litigation Reform Act of 1995, which may involve risks and uncertainties. For a discussion of forward-looking statements and the risks and other factors that may cause actual results or events to differ materially from those contemplated by our forward-looking statements, investors should review the Forward-Looking Statements section of the earnings press release issued this morning, a copy of which is available on our website at willistowerswatson.com, as well as other disclosures under the heading of Risk Factors and Forward-looking Statements in our most recent annual report on Form 10-K and in other Willis Towers Watson filings with the SEC. Investors are cautioned not to place undue reliance on any forward-looking statements, which speak only as of the date of this earnings call. Except as required by law, we undertake no obligation to revise or publicly update forward-looking statements in light of new information or future events. During the call, we may discuss certain non-GAAP financial measures. For a discussion of these non-GAAP financial measures as well as reconciliations of the non-GAAP financial measures, under Regulation G, to the most directly comparable GAAP measures, investors should review the press release we posted on our website. After our prepared remarks, we'll open the conference call for your questions. Now I'll turn the call over to John Haley.

[John Haley:]

Thanks Aida. Good morning everyone. Today we'll review the first quarter 2018 results and the 2018 outlook. Before getting to the results I'd like to discuss Brexit and the new accounting standards. Now that Brexit is less than a year away, many of our clients as well as well as Wills Towers Watson itself are working hard to put in place the appropriate models and structures to ensure our business continuity. Most importantly we're committed to do what it takes to continue providing our clients with seamless service to the extent possible regardless of what the Brexit regulations. We have a large footprint across Europe and in the case of our broking business we're leveraging this existing footprint and capability by engaging with regulators as we seek to establish the appropriate model for our clients and business. We're adopting similar approaches in our investment business and our other segments. We serve many multinational companies and we've always assembled the best global resources to service our clients. We aim to continue this as we move through the Brexit process. As of January1, 2018, we adopted a new accounting standard ASC 606. A detailed description of the impact of ASC 606 will be provided in the Form 10-Q filing. We also provided the detailed explanations of how the new standard impacted the presentation of our financial statements in our earnings release this morning. The impact of the new standard is a onetime adoption year issue for 2018. We anticipate that approximately $45 million of revenues, which would have been fully recognized in 2018 using the prior accounting standards, will now be recognized in 2019. Once we get past this calendar year, the full year 2019 results should look more comparable to the 2017 results. More import, the accounting change doesn't impact the underlying business momentum and should have no material impact on free cash flow. Mike will discuss this in more detail later in the call. 2018 is a critical year as our merger initiatives went down. We understand the importance of reporting our merger objectives and results in a clear consistent manner. To that end, will continue to provide our 2018 guidance and merger objectives based on the prior accounting standards as you saw in this morning's earnings release. We'll also discuss our results on today's call in terms of both the old and the new accounting standards. Now, I'm pleased to turn to our results. I will first report the results using the prior accounting standard. Based on the prior accounting standard without the impact of ASC 606, reported revenues for the first quarter were $2.6 billion, up 10% as compared to the prior year first quarter and up 4% on a constant currency basis and up 6% on an organic basis. Reported revenues included $123 million of positive currency movement. We observed growth in all of our segments and regions for the quarter. Net income was $447 million or up 27% for the first quarter as compared to the prior year first quarter net income of $352 million. Adjusted EBITDA was $841 million or 33% of total revenues. This is an increase of 19% as compared to the prior year of 708 or 30.5% of total revenues. This was an increase of 250 basis points in the adjusted EBITDA margin. For the quarter diluted earnings per share were $3.31 and adjusted diluted earnings per share were $4.41. Currency fluctuations for 605 revenues had a $0.24 positive impact on our first quarter adjusted diluted EPS. The majority of this currency impact related to our French operations as most of their annual renewals are booked in the first quarter of the calendar year. This currency impact was already incorporated into our original 2018 guidance of $9.88 to $10.12. Now, turning to results based on ASC 606 of the new accounting standard. Reported revenues for the first quarter were $2.3 billion. Net income for the first quarter was $221 million. Adjusted EBITDA for the first quarter was $557 million or 24.3% of total revenues. For the quarter, diluted earnings per share were $1.61 and adjusted diluted earnings per share were $2.71. Now, let's look at each of the segments in more detail. As part of our portfolio review and integration process, we realigned teams which resulted in some movement of revenues and cost between segments. We also implemented a refined segment allocation process, the restructuring and asset allocation charges were applied to our 2017 results. All of the revenue results discussed in the segment detail and guidance reflect revenues on a constant currency basis unless specifically stated otherwise. Please note, in previous years we reported on commissions and fees. We feel revenues are more reflective of overall company performance as revenue is a more comprehensive measure. Segment margins are calculated using segment revenues and exclude unallocated corporate cost such as amortization of intangibles, restructuring cost and certain transaction and integration expenses resulting from mergers and acquisitions as well as other items which we consider non-core to our operating results. The segment results include discretionary compensation. All commentary regarding the segments will be based on the prior accounting standard unless stated otherwise. So for the first quarter, total revenue grew 4% on a constant currency basis and 5% on an organic basis and this is against a very strong first quarter in the prior year. We experienced growth in all regions and segments this quarter. Most of our regions have experienced revenue growth for five consecutive quarters. For the first quarter of2018 the international region led growth with 6% growth, North America and Great Britain both had growth of 4% and Western Europe has growth of 3%. Without the impact of ASC 606, Human Capital and Benefits or HCB had a strong quarter with revenue growth of 3% and organic growth of 4% as compared to the prior year first quarter. As a reminder in the prior year first quarter HCB had 5% constant currency and organic growth. HCB has now had growth for the last five consecutive quarters. Talent and Rewards first quarter revenues grew 5% as compared to the prior year first quarter, primarily due to an increase in advisory software sales and product revenue with very strong growth in Western Europe and international. This growth was slightly offset by lower demand in the advisory businesses in North America. Our Technology and Administration Solutions or TAS revenue increased by 5% as compared to the prior year first quarter, growth was a result of new clients and project work related to change orders. Health and Benefits revenues increased by 5% as compared to the prior year first quarter primarily as a result of strong sales of our global benefit offering in Great Britain, international and Western Europe. North America's revenue growth was muted due to the timing of sales and contracting as well as in internal reorganization. Retirement revenue growth was 2% as compared to the prior year first quarter. North America's growth was as a result of increased tension administration support partially offset by reduced actuarial work in Canada due to their triennial valuation cycle. Great Britain led the revenue growth for the segment as a result of consulting demand for actuarial and risk Solutions. International also had strong growth, notably in Asia driven by strong results in China and Hong Kong. Western Europe's revenues declined in large part due to timing issues in Germany related to our pension brokerage business and the expected contraction in the Netherlands. The HCB first quarter revenue was $1.02 billion with an operating margin of 38%, up 120 basis points from the prior year first quarter. Now turning to the HCB results including the impact of the new revenue standard, the HCB segment had revenues of $832 million and an operating margin of 23%. The primary difference between the accounting standards is that the new standard pro-rates health care policies over a twelve month period rather than recognizing the revenue at the time of the sale. Approximately 40% of our health care policies in the middle market are sold with effective dates other than January 1. Overall we continue to have a positive outlook for the HCB business in 2018. Now turning to Corporate Risk and Broking or CRB, which also had a strong quarter, revenues increased 5.5% on a constant currency basis and 6% on an organic basis as compared to the prior year first quarter. As a reminder, in the prior year first quarter CRB had constant currency and organic growth of 3%. CRB has now had five consecutive quarters of revenue growth and post the 2016 and 2017 restructuring, we have had three strong consecutive quarters of growth in North America. Revenue growth was experienced in every region. International had revenue growth with 9% primarily due to growth in CEEMEA and Asia with a slight offset due to softness in Latin America and Australia. Central and Eastern Europe and Middle East Asia's overall revenue growth included positive timing of a renewal and securing a large construction project. Great Britain and North America both had strong growth at 7%. Great Britain's revenue was impacted by the growth noted in CEEMEA and strong new business in facultative in financial lines. North America's revenue growth was a result of better than expected new business and a retention rate of 95%, up three percentage points as compared to last year and an increase in fees related to the forensic accounting team. Western Europe's growth was led by France's strong renewal season and strengthened specialty offset by slight declines in Germany. The CRB revenues were $758 million with an operating margin of 19%, up 180 basis points to the prior year first quarter. This margin improvement transpired despite a higher corporate allocation for aggressive work. Now, turning to the CRB including the impact in the new revenue standard. For the quarter CRB and revenues of $740 million and an operating margin of 17%. The primary difference between the accounting standards is that affinity products are prorated under the new standard. This will have no impact on the total 2018 annual revenues as all policies were effective as of January 1. The primary difference in expense is that under the new standard expenses are recognized when the sale becomes effective. Under the prior standard they were recognized as incurred. We're pleased with the momentum in our CRB business globally. And now we're into the strong performance by Investment Risk and Reinsurance or IOR. Revenue for the first quarter increased 3% on a constant currency basis and 5% on an organic basis as compared to the prior year first quarter. Both constant currency and organic revenue growth was 5% in the first quarter of 2017. As a reminder, the reinsurance line of business represents treaty based reinsurance with some facultative business produced in wholesale. The bulk of facultative reinsurance results are captured in the CRB segment. Max Matthiessen led the segment with 9% revenue growth as a result of an increase of assets under management and new business. Reinsurance revenue grew by 6% as a result of solid renewals and strong new business especially in North America. While there were pockets of rate increases on catastrophe impacted business, pricing was essentially flat across our multiline global portfolio. Wholesale grew by 5% as a result the new business momentum and some pull forward of business booked in the second quarter last year. Insurance consulting and technology grew by 2% on a constant currency basis and 3% on an organic basis. ICT revenue growth was a result of increased consulting project and software sales. As a reminder we sold the UBI business in 2017. Investment grew 2% as a result of new client implementations slightly offset as a result of market factors impacting performance fees. Underwriting and Capital Management or UCM, experienced a decline of 10% in constant currency revenue as a result of the divestiture of the U.S. programs business in 2017 and Loan Protector businesses in the first quarter of 2018. UCM organic growth was 5%. The IRR segment had revenues of $539 million compared to $491 million for the prior year first quarter and 45% operating margin, up 110 basis points from the prior year first quarter. IRR experiences a seasonally high operating margin in the first quarter primarily driven by the timing of revenues and reinsurance. Now turning to the IRR results including the impact in the new revenue standard, IRR had revenues of $574 million and operating margin of 45%. The primary difference in the accounting standards is related to the revenue recognition for the proportional treaty reinsurance broking arrangements. Under the prior accounting standard the revenue was pro-rata under the new standard the revenue is recognized upon the effective date of the policy. We recently announced the integration of our Insurance Link Securities of ILS portfolio and teams have moved from our securities line of business to Willis Reinsurance. This move reflects our ongoing efforts to evolve our IRR segment and better align our portfolio of businesses to position us for long term sustainable growth. ILS is an important part of the capital advice and solutions that we provide to clients and we're excited to integrate that ILS business within Willis rate. Overall we continue to feel positive about the momentum of IRR business for 2018. Now revenues for the BDA segment increased by 8% from the prior year first quarter. BDA has now had nine consecutive quarters of revenue growth. Individual marketplace revenues increased by 14% as a result of increased membership from the 2017 fall enrollment season. Group marketplace and benefits outsourcing revenues grew 2% as a result of new client wins and special projects. The BDA segment had revenues of 195 million with 22% operating margin, up 50 basis points as compared to the prior year first quarter. The BDA segment reflecting the new revenue standard had revenues of 122 million and an operating margin of negative 26%. The primary driver of the difference due to the accounting standards is related to the individual marketplace. These revenues must now be recognized at the data placement rather than prorating the revenue starting at our effective date. This means that the revenue typically generated by placements in the 2017 fall enrollment period was recorded as an adjustment to the opening balance of retained earnings as of January 1, 2018. This revenue under the prior standard would have started to be recognized in January 2018 on a pro-rata basis throughout the year. However, the overall revenue profile should not change in 2018 as under the new standard the revenues generated by the policies placed in the fall 2018 enrollment season will be recognized immediately, so this will change the seasonality of the revenue recognition to be higher in the second half of the calendar year. We continue to like this business and we're optimistic about the long term growth in this business. So, before concluding my remarks I'd like to provide you with an update regarding the U.K. Financial Conduct Authority or FCA investigation. During this last quarter we received an update from the FCA regarding the previously disclosed investigation of the aviation insurance brokerage sector. We had previously disclosed that the European Commission had taken over the competition law aspects of the investigation, but the FCA retained jurisdiction over the brokerage regulatory matters that do not relate to competition law. The FCA has now informed us that they will not be taking enforcement action against us for the brokerage regulatory matters. The European Commission Civil Competition investigation is ongoing and we have no further update to provide at this point. For additional detail, please refer to our SEC filings on this matter. Again I'm very pleased with the first quarter results. I certainly hope that despite the confusion of adding the additional element of the new accounting standards, we've been able to communicate the strength of our underlying business. I feel very good about the momentum in the overall business, the general state of the global economy and our integrated market approach. Of course I'd like to thank our colleagues who continue to service our clients without fail. And now turn the call over to Mike.

[Mike Burwell:]

Thanks John. And I'd like to add my congratulations to our colleagues for another great quarter, but I'd also like to thank our clients for their continued support and trust in us. Now, let me turn to our overall financial results. Let me first discuss income from operations. Without the adoption of ASC 606, income from operations for the first quarter was 538 million or up 34% from 401 million in the prior year. This was 21.1% of total revenues. Adjusted operating income for the first quarter was 722 million or up 17% from six 619 million in the prior year. This was 28.3% of total revenues. The key drivers of this increase were strong revenue growth and prudent expense management. Now let me turn to adjust to diluted earnings per share or adjusted EPS excluding the new revenue standard. For the first quarter of 2018 our adjusted EPS was up 19% to $4.41 per share versus $3.71 per share in the prior year. And as a reminder, we had a strong revenue growth in the prior year first quarter in terms of a comparable. Our adjusted EPS was $2.71 per share under the new revenue recognition standard for the quarter. We adopted the new revenue standard using the modified retrospective approach. This approach was noted in our earnings release this morning and will be in our footnote disclosures to the financial statements in our 10-Q as required by the new standard. As John mentioned previously, we view this as the best way to assess our performance for 2018. And as a reminder, we anticipate that approximately 45 million of our revenues which would have been fully recognized in 2018 using their prior accounting standard will now be recognized in 2019. We reflected the required change in presentation of the pension expense on our income statement and have restated 2017 to be consistent with the new presentation. This change involve moving non-service cost component from salaries and benefits to other income net. The year-on-year increase in other income net is primarily due to increased pension income. The increase on an allocated net on a restated basis is primarily due to higher Brexit cost and payroll taxes on invested options. Lastly, we've also started reporting revenues this quarter versus commission and fees give the immaterial difference between the two amounts. Now moving to taxes, I'd like to provide you with some additional insight into our U.S. GAAP and adjusted tax rates. Our adjusted tax rate was 19.6%, an increase of 4% over last year's first quarter. The U.S. GAAP tax rate for the first quarter was 19.7. Beginning in 2018, the adjusted and U.S. GAAP tax rate will be more closely aligned to the U.S. corporate rate reduction from 35% to 21%. Deferred tax benefits in the US related to the merger that previously had significant impact on our U.S. get tax rate have now been reduced. There's a possibility there will be further guidance from the U.S. Treasury and others on interpretation or application of new rules. This may result in adjustment to our estimates as we move through the year and we will continue to monitor this and communicate appropriately. Let's move on to the balance sheet. We continue to have a strong financial position. As expected, free cash flow for the first quarter was 47 million, a decrease from free cash flow of 33 million for the prior year first quarter. The year-over-year variance was related to an increase in payments for discretionary compensation as our 2017 company performance was significantly improved from 2016. We did not repurchase shares in the first quarter, resulted in 2017 annual bonus payouts. We have already reinstituted our share buyback program and expect to buy back 600 million to 800 million of shares in 2018. As a reminder we have repurchased our retired approximate 8.4 million shares since the merger and paid 546 million in dividends. The dividend was increased by 30% effective as of April, 2018. Thinking about our full year guidance for 2018, we reported two 2018 financial results in this morning's release based on both the ASC 606 standard and the old accounting standard ASC 605. We want to ensure that investors have a clear line of sight to our progress as we move into the last year of their three year integration period. AS such we are continuing to revise guidance based on the 2017 U.S. GAAP standard. So now let's review our full year 2018 guidance for Willis Towers Watson. For the company, we continue to expect organic revenue growth to be approximately 4%. For the segments, we expect revenues to be in the low single digits for ACB, CRB and IRR and to be in the mid single-digits for BDA. We could to expect adjusted EBITDA to be around 25% for the full year. We are moving the adjusted effective tax rate from 24% to a range of 232% to 24%. This tax guidance is consistent for both the old and new accounting standards. We expect free cash flow of approximately 1.1 billion to 1.3 billion in 2018. There is a non-material difference of free cash flow between the prior and new accounting standards. The difference is a result of moving a portion of capitalized software related to appliance system implementations from investing activities to operating activities in the cash flow statement. This accounting change does not impact or overall guidance nor our capital allocation strategy. We will continue to use the former ASC 605 accounting standard for this year to assess bonus calculations, capital for dividends, share buy backs, internal investments and M&A. Our annual guidance assumes an average currency exchange rate of $1.40 to the pound and $1.23 to the euro. I'd like to say again, how pleased I am with results and the continued momentum of our business and I'll turn the call back to John.

[John Haley:]

Thanks Mike and now we'll take your questions.

[Operator:]

Thank you. [Operator Instructions] And the first question comes from Dave Styblo with Jefferies. Your line is open.

[Dave Styblo:]

Hi there, good morning guys.

[John Haley:]

Good morning.

[Dave Styblo:]

So, you obviously put up some solid organic growth again this quarter despite some really tough comps a year ago and I think back then you were called out that the first quarter of '17 benefited from them one to two points of growth. I guess I'm just wondering, was there anything in terms of timing or change orders that you'd spike out for this quarter that helped the first quarter of '18s results and if not then the 4% to 6% organic growth that you've had in the last few quarters, last three quarters I guess specifically, it's obviously a nice uptick. How much of that you think is your company specific initiatives that you've been pushing through with management structures and implementations versus perhaps an uptick in and market demand?

[John Haley:]

Yeah, so first of all look, we've had –there's always little movements between quarters that occur and we've had our usual share of those, I mean there's a HCB, there's the carry forward for 2017 et cetera, but I would say that in general this first quarter is a - the first quarter of 2018 is sort of a normal first quarter and it's 2017 that was the one that was exceptional. And so just to state the obvious we are delighted, we - that was such a tough comparable and the great revenue growth we've had. And I think it's Mike and I both refer to our colleagues throughout our company working very hard and satisfying client needs and that seems to be paying off.

[Dave Styblo:]

And then I guess the follow-up would be with the strong growth in the quarter and lower taxes at least relative to what the street was expecting and the beat was more narrow and that seems to be because margins want to point to strong as expected. I'm curious did you guys accelerate any sort of spending, how did how did the margin side compared to what you were thinking, I just step back and look at the results you would think you would have had a little bit better earnings upside in margin and upside from having such a stronger organic growth quarter. So just trying to reconcile why we didn't see that benefit for all the way through the bottom line for this quarter?

[John Haley:]

So maybe I'll let Mike talk a little bit about that but I mean just a quick comment for me, I think we had a 230 basis point improvement in area adjusted EBITDA margin. I got to tell you that is not something that is below our expectations. So we would be delighted with a 250 basis point increase for the year.

[Mike Burwell:]

Yeah, John and I just had to do your comments and was last ended last year where we ended it 23.2% on an adjusted EBITDA margin basis, obviously the first quarter is a strong quarter for us overall. And as one of our larger quarters, where we look at that is to John's point were 250 basis points up, as a related to our margin on a 605 basis. And we feel very good about that which is all we had focused on in terms of cost reduction and you see it across all four of our segments in terms of margin improvement.

[Dave Styblo:]

Okay. Thanks, I'll step back for others.

[Operator:]

Thank you. And our next question comes from Elyse Greenspan with Wells Fargo. Your line is open.

[Elyse Greenspan:]

Hi. Good morning. My first question is on a currency, I just want to try to get a couple comments towards last year guidance even though your 24% of currency in a quarter, you told that last quarter there would be a 4% benefit on a year. If I've heard you correctly John you said the $0.24 was in line with your outlook. So two questions do you expect on $0.20 of that come back in our three quarterly or something are offsetting this favorable currency when compared to your initial guidance a few months ago?

[John Haley:]

No. It's the former we're expected $0.20 to come back. The currency impact or $0.04 for the year is still what we think is the right outlook for the year and we always had recognized that there was a seasonality to it.

[Elyse Greenspan:]

Okay and currency didn't have an impact on margin in the quarter, correct?

[John Haley:]

No, no.

[Elyse Greenspan:]

Okay. And then I just want to go back in to the larger margin conversation. So you posted in your a pretty strong 6% organic for the second quarter and I well. But I don't think like a lot of operating leverage here at your margin and coming in a bit short I think what was expected obviously under old and new on standard John. Can you talked to maybe some of the saves that –cost saves that fell to the bottom line in a quarter or how did the overall margin drive with what you would expect, you would get this quarter to hit the full-year 25 and is anything one-off that maybe negatively impacted margin in the quarter?

[John Haley:]

Yes. So maybe again I'll let Mike go into some of the details of this. Let me just give you a couple of thoughts overall on that at least I guess I'm, I was actually surprised with prior question this one on the margins because again I thought a 250 basis point was an incredible improvement in them. Now I guess maybe what's happening as you're looking at some of the 606 numbers, I going to tell you from the viewpoint of something trying to run a business. The 606 numbers are worse than useless as far as I'm concerned I mean day for a standard that, recognizes some revenue not at all and some expenses twice. So this first year of transition I don't find that to provide any useful thing and I and I when I'm focusing on the margin program try to look at it in the 605 basis and I thought those results were spectacular so. Mike?

[Mike Burwell:]

Yeah I know, I would just add to John's comments. I mean I did mention and we did have a couple of expense items in there but which were around BREXIT and our payroll taxes on invested options. But those are not big numbers at least and we look at it I just reiterate what John said, I mean we feel very good about where our margins are going to continue to focus on driving and continued improvement on those. And we look at them on a 605 basis and we've continued to push in very, very hard.

[Elyse Greenspan:]

And can you quantify on what level of expensive you might have been in the quarter?

[Mike Burwell:]

I mean we have a variety of different ones without going into those and I will detail but I mean I guess and if you think about what we've done in real estate we've continued to drive our real estate footprint across the organization as we continue to consolidate offices between the two legacy organizations. And I think which are our driving costs we continue to manage our headcount appropriately and make sure that it week we do drive that operating leverage. So as we're driving our revenue growth, we're not looking at just adding headcount so particularly our back office functions we're looking to manage that and look to do drive that appropriately with the footprint that we have today. I'm sorry I would say those are probably two of the bigger drivers lease.

[Elyse Greenspan:]

Okay. Thank you very much.

[Operator:]

Thank you. Our next question comes from Kai Pan with Morgan Stanley. Your line is open.

[Kai Pan:]

Thank you and good morning. First question on your guidance, you maintain your guidance for the full-year. If you look underneath the organic growth at that guidance would be better tax rate even lower and you maintain your 25% adjusted EBITDA margin so why the guidance would not be higher?

[Mike Burwell:]

Well the guidance was in a range we still think will be in the range.

[Kai Pan:]

Okay, alright. And then the organic fronts, I just wonder because it's the first quarter comparison was tough and that you achieved 6% actually more than last year's 5%. The second quarter last year actually was it weaker at 2% and do you think the second quarter actually be the comp becoming easier for this year or there's a one of timing issues?

[Mike Burwell:]

We think the second quarter comp is easier.

[Kai Pan:]

Alright, that's fair. Thank you so much.

[Operator:]

Thank you. And our next question comes from Greg Peters with Raymond James. Your line is now open.

[Greg Peters:]

Good morning, John, Mike and Aida. Thanks for the call and I guess my first question would be around in your press release, you provided a section where you gave select questions and answers. And I appreciate that question two that you provided an answer was around EPS for 2019 and I'm trying not to get in front or over my key tips here but I'm wondering if you could sort of establish some basic guideposts for the investment community and what they should expect around annual revenue growth, margin improvement, free cash flow et cetera if we think about 2019 and beyond?

[Mike Burwell:]

Greg, I think where we're just not. Right now our focus is so much on 2018 and delivering those results and as we think about 2019 there, we're focused on making sure that we have the right kind of capabilities and investments to do well then but we're not necessarily focused on being able to provide guidance at this point.

[Greg Peters:]

Okay. I'm I guess just a tangent to that is we're almost halfway through 2018 and so I haven't heard word on whether there are we're going to see a contract extension for you and who's going to be the CEO in 2019?

[John Haley:]

Yeah. We don't have anything to say about that either at the moment.

[Greg Peters:]

Okay. I'm striking out. Last area I know in the past you've been our legacy revenue synergies the targets for 2018 perhaps you wanted a circle back and give us an update on how you're performing as were moving through 2018 on those legacy targets?

[John Haley:]

Yeah. I mean thanks and we didn't go through and talk about that at this time, it's partly because it's we already had a long script with this double accounting results and everything there to begin with. But broadly things are going well I mean I would say that there are during line with what we had last quarter if they hadn't been we would have called it out.

[Greg Peters:]

Thank you for the answers.

[Operator:]

Thank you. Our next question comes from Paul Newsome with Sandler O'Neill. Your line is open.

[Paul Newsome:]

I'm sorry, Mike. I had questions on the margin and I couldn't get in queue.

[Operator:]

Our next question comes from Shlomo Rosenbaum with Stifel. Your line is open.

[Shlomo Rosenbaum:]

Hi, thank you for taking my questions. Hey, John, the quarter looked really good, organic growth, margin expansion, the EPS. I mean things they looks like the business momentum is accelerating. What they want to pick it is if things are going this well why do you have to wait for cash flow to buy back stock, it's coming. Why when she just make a decision the first quarter which get ahead of this?

[John Haley:]

Yeah, that's a fair - do you want just answer that question.

[Mike Burwell:]

Yeah we it's we're watching it pretty closely and managing in focusing on cash flow and our DSO efforts, our continued focus. We just being improved I guess and conservative and we could have but we did not and as reality.

[John Haley:]

I think that's right Shlomo. The real answer is we were probably just being a little conservative maybe a little overly conservative in terms of doing that. But the first quarter is as we said it is a quarter where we have the big outflow, bonuses and we had a very good year in 2017. So we had larger bonuses than we did the year before. We could have done that maybe we should have.

[Shlomo Rosenbaum:]

And given where you see the business going in the momentum, is it fair to assume that you gave a range and what you should be tracking towards the higher end of the range if not above that just based on where the stock has been tracking recently?

[John Haley:]

Yeah look we feel very good about fitting the guidance that we have. And I think you've worked with us for a while and we don't we're not into just adjusting the guidance on every little upper or down that occurs in the course of the year. So but we feel pretty good about being able to come out in the range we had there or maybe even better.

[Shlomo Rosenbaum:]

Right. And that's fair. I was just pointing out at the cash flow in terms of the target share repurchases were 6800 million and given where you're coming out of the strength of the business, so we assume and where the stock has tracked you should assume that you should be able to get to the upper end of that?

[John Haley:]

I think that there's a good first quarter it's more likely that will get to the upper end and it wasn't going into it. So yeah that that's.

[Shlomo Rosenbaum:]

Alright, thank you very much.

[Operator:]

Thank you. And our next question comes from Arash Soleimani with KBW. Your line is open.

[Arash Soleimani:]

Thanks. I want to ask one more question on the margin and I agree on a year-over-year basis that looks like there's John. Performance but it seems like for some reason the Street expected something higher I mean did you have you have any thoughts on where maybe the disconnect was but with anything and on unallocated expenses perhaps maybe we were expecting to be in there that was in there. And again just thing one more time but it was definitely a strong performance but seems like there was some kind of disconnect between the Street and?

[Mike Burwell:]

Yeah, I mean you have some accounting application that's been going on obviously the 606 and our people were they get in there comfortable with that and thinking about what success it was going to it was 606 was going to present. What the margin then associated with that was what was I going to be and then you had a pension change that happened as well which moved amounts from unallocated net down to income from operations and so that pension income is included another income net in that line item if you compare it on a year-over-year basis, we've obviously restated them appropriately to reflect that in the accounting standards. But overall, I guess I would retreat back to your opening comments I mean we feel very good about the margins and what's gone on overall we try to be as transparent as we can be to highlight the changes that have been going on. But I think it's, it's not easy to model all those activities that are adding in changes that are there and we try to give as much guidance as week we can both in our comments and our disclosures and what we've included in the supplemental schedules that we've posted on our website to try to enhance everyone's understanding of what that means.

[Arash Soleimani:]

Thanks. And then if you provided us but if you put the margin on the margin obviously but we're looking at on a new accounting basis. What would your expansion have been if we were looking at a new accounting versus new accounting margin number?

[John Haley:]

Yeah so I mean on it was so when you adopted it the accounting standard, it's a perspective basis, so and included in that was equally open contracts method which a certain amount of revenue which we had talked about here and $45 million, $50 million range in that literally did not get booked to retained earnings is gone and when as we have articulated, we think will come back and in fiscal year in 2019 and in some form in terms of thinking about it. But we did not restate back as contrasted with what others have done in terms of looking at that margin, we've really been managing the business on a 605 basis and that's really been our focal point. So I am not sure how relevant that would really be.

[Mike Burwell:]

But our margin for last year which were 23.2% for the year so we were looking if we got to the 25% which people's some people were skeptical about that to get to 25 is 100 and so 100 basis points. And so that's why I was measuring against that 250 and thinking for that's pretty good.

[Arash Soleimani:]

Yeah. I know agreed. And then it might seem like a silly question but on the 5% organic growth for the segment I know you don't break out the investment income anymore but the 5% organic versus 6% of the only difference they're just reimbursable expenses?

[John Haley:]

No, the difference between that that's divestitures, yes. So we divested about 1% of our business is in 2017and I guess January of 2018 accounting I didn't there and these were generally lower performing businesses that we divested I think it cost us $0.03 or $0.04 of earnings, but yeah that's the difference, yeah.

[Arash Soleimani:]

Okay, thanks. And just last question and a change in capital management or buyback philosophy?

[John Haley:]

No, no full steam ahead.

[Arash Soleimani:]

Right. Perfect. Thanks for the answers.

[Operator:]

Thank you. And our next question comes from Adam Klauber with William Blair. Your line is open.

[Adam Klauber:]

Hi, good morning. I think you mentioned free cash of $1.1 billion to $1.2 billion but you mentioned something about a change in capitalization did I get that right and how much does that impact free cash flow?

[Mike Burwell:]

You did get it right and just there's $1.1 billion to $1.3 billion is that number as of now and roughly it's about $10 million for the quarter. That's the impact.

[Adam Klauber:]

Okay, so pretty small.

[Mike Burwell:]

Yes.

[Adam Klauber:]

So this year looks like buybacks and dividend will be the majority of free cash. As we think about next year the merger related activities have do have?

[John Haley:]

I'm sorry you're beating out.

[Adam Klauber:]

Do deals and mergers become more likely in '19 and '20?

[John Haley:]

Yes, yes. I mean I think that when you first do a large complicated merger like we did and errors was complicate it not just on a couple fronts but also it was really three companies coming together, then the first few years after that mergers are relatively unlikely and so each year you go further out it becomes more likely, other M&A activity.

[Adam Klauber:]

Great, thanks a lot.

[Operator:]

Thank you. And our next question comes from Ron Kenner [ph] with Goldman Sachs. Your line is open.

[Unidentified Analyst:]

Good morning, everybody. Just one follow-up on Elyse's question on FX, so we're still targeting 4% of boost from FX, I'm look at the guidance Page and I think Page 21, I do think that the average exchange rates there assumed have gone up a little bit. So I just want to confirm that's all driven by the first quarter or is they so maybe a little more than that coming from FX the rest of the year?

[Mike Burwell:]

So it's all comes in the first quarter.

[Unidentified Analyst:]

Okay. That's helpful. And then my second question is around organic growth or actually I guess currency adjusted growth, so that's 5% growth in the first quarter so targeting 3% to 4% the rest for the full-year. Is that as because you were running in to top for the prior part in the second half of the year are there other drivers that maybe result in slower growth for the remaining nine months?

[Mike Burwell:]

I mean we're looking at what's happening in the marketplace we obviously think we have a little better contracts go into the second and third quarter overall but fourth quarter obviously we had had very good growth and sort of a very tough comparable overall. So it's reflecting what we saw happen obviously in terms of actually on the first quarter. We're looking second and third quarter, feel like we had a reasonable comp in the fourth quarter we got another top comp. So that's how we really kind of manage ourselves in terms of what we think the number will be let's.

[John Haley:]

Right. And I think we actually think the market growth will be somewhere in the 3% to 4% range for the year and we expect to be at least that as fast as the markets growing so that's more or less how we got there.

[Unidentified Analyst:]

Okay. Thank you very much.

[Operator:]

Thank you. Our next question comes from Jay Cohen with Bank of America. Your line is open.

[Jay Cohen:]

Yes. Thank you. It looks like in addition to the accounting changes you made some changes to your own reporting moving things around. Are you provide, we be providing us with that basis of accounting for the final three quarters of 2017, so we can model it affectively for 2018?

[John Haley:]

Yes. We were absolutely we are Jay and it's recast in the slides that are posted on our website so you have on.

[Jay Cohen:]

Great, all the questions are answered. Thank you.

[Operator:]

Thank you. Our next question comes from Mark Hughes with SunTrust. Your line is open.

[Mark Hughes:]

Yes. Thank you. Good morning. Any taught on the bulk some - bulk lump sum work or just broader pension accounting dynamics if we've got those interest rates going up here. What impact you seeing in it in the backlog and all?

[John Haley:]

Yes, so backlog work has bought up and down over the last say half a dozen years or so, it's in a relatively low level right now. We don't have any projections for a pickup this year, it's a little too early to say about next year in some ways a higher interest rates can, they can lower the cost of doing some bulk lump sums of course they also lowered the target liability that you were measuring going to get also, so there's a lot of factors that play in the both lump sums right now we're not projecting a big pick up on that but I think where we are we're just sort looking at this phase and ready to act if we do see some.

[Mark Hughes:]

Thank you very much.

[Operator:]

Thank you. Our next question comes from Mike Zoranski [ph] with Credit Suisse. Your line is open.

[Unidentified Analyst:]

Hey, good morning, thanks. Mike, in the prepared remarks you mentioned IRS guidance potentially. Just trying to a number of companies have mentioned this as well trying to get more color are you guys being conservative and there could be guidance in the coming months or years where the tax rate could materially change or maybe just some more color on that?

[Mike Burwell:]

Yeah, I mean we continue to get –Treasury continues to issue more clarification and guidance and so we continue to incorporate that in all our calculations and analysis and most recently they have done that and provide as additional guidance as a relates to the guilty tax. So we continue to believe as fast as they got that bill passed that there's continued interpreted guidance that comes out. And so we're trying to be thoughtful and making sure we understand exactly what could impact us going forward. But just to be clear, we continue to appropriately plan tax planning strategies to over time to get us more and more aligned with the statutory rates that were or below and so that's what we continued it to try to do. So I if I'd use conservative or aggressive I think we're thinking about it properly and then so that's why we said and I'm sure that's why others are saying because there's that it's getting the same guidance that we're getting

[Unidentified Analyst:]

Okay, so TBD there. Okay, my less question's on the investment segments, you guys in the past have mentioned about launching an asset management exchange. I believe in the U.S. and it's in the U.K. and it's had a good deal of success. I have noticed some there's been at least one or two of some of prominent lawsuits against some of your peers regarding some proprietary products. Is there just launching these exchanges and some proprietary products to your clients come with added risk?

[John Haley:]

I guess in today's world you can't take a breath without having at it risks. So there's always something there but I look we feel very good about the products we have and we that everything very carefully with our legal department so there's nothing that we're aware of that presents any unusual risk.

[Unidentified Analyst:]

Okay. Thank you.

[Operator:]

Thank you. And our next question comes from Ron Kenner [ph] with Goldman Sachs. Your line is open.

[Unidentified Analyst:]

Hey, I have just one quick follow-up on the 2019 EPS, I realize it's surely a good guidance but I do think in the past you talked about double-digit growth in the long term. So when we think about that double-digit growth, is that offer that 988 to 1012 guidance for the full-year 2018?

[Mike Burwell:]

Yeah if that's where we end-up.

[Unidentified Analyst:]

Okay. Thank you very much.

[Operator:]

Thank you. And we have another follow-up from Kai Pan with Morgan Stanley. Your line is open.

[Kai Pan:]

Hi, thank you since I didn't take much of a time last two, want to give to try as is so on your BDA, how is scary change a business that run rate of organic growth slowing down for last two years. Is that is sort of like is maturing of the business? I just wondering the margin profile of the business well that improves given that you are now probably don't need to invest a lot into that system.

[John Haley:]

Yeah so as and as we said the reason it's the growth rate is slower is because the individual market place which is where you get all of the big clients with their all of the retirees that you get ones that all the big cases are pretty much out and there's relatively few of them there and all but one of them are with us so we have a very large in stock base. So the growth rate is slowing down and I guess you could call that a maturing of the market there. We think that the margin impact if we're not investing or maybe I would just say of or not incurring the expense is to enroll very large new clients are some 200,000 life case or something like that then that tends to improve our margins a little bit. I don't think of it so much as investment because we're still doing a lot of investment to make both the individual and the group marketplace keep that at the forefront of technology and keep ahead of any or competitors so we continue to have to do that but we don't have to necessarily hire large people to just implement new big new cases. We prefer of course to be getting several big new cases in hiring people and having the margins be a little bit lower but we'll see what happens.

[Kai Pan:]

Great, my final one is on the pricing side. You see the pricing new neutral to slight up currently and how do you see the momentum going? Is that going to slowing down especially like the mere reinsurance renewals?

[John Haley:]

I don't think we see media being different than what we saw at the beginning of the year. But I think pricing is a dynamic market and these things can change but at the moment we don't see any difference.

[Kai Pan:]

Thank you so much.

[Operator:]

Thank you. And we have another follow-up from Shlomo Rosenbaum with Stifel. Your line is open.

[Shlomo Rosenbaum:]

Hi, thank you for squeezing me back in at the end. Hey John, can you talk a little bit about the competitive environment and some of the areas higher level areas that you're and maybe just in some of the brokerage areas and then some of the consulting areas and it human resources side, I'm just trying to push out a little bit is the organic growth in the business was better than the peers this quarter seems like it has been on par or better of the last several quarters and want to know are you sensing, are you hearing on the ground from your people that they're doing better competitively or is it just you're in different markets in Asia and compare them the same way?

[John Haley:]

Sure. Mike is chomping at the bit to answer this question.

[Mike Burwell:]

Also, I think we feel very good about what we've seen going on in particular in our international operations in terms of strength and international. We've been and equally as translated to strengthen in Great Britain in terms of working together and serving clients and going through that from a risk management standpoint. And our we look at our defined benefits actions and activities where we continue to grow and we see others not growing there because of a strength of our people, our colleagues, as John mentioned earlier in terms of the quality of our resources and what they're delivering in the marketplaces continue to win more than our fair share in my view and that's because we're still retaining clients and winning more and more business. So I think about, you look at us from an international standpoint, you look at what's been happening in Great Britain, you look at our defined benefits activity, you look at our brokerage business overall versus what's been happening in the marketplace and we look - our defined benefits business is growing. And so we feel good about what's happening at the top line. Now look, there are some areas that we continue to focus on and we mention them. Germany is an area that we're continuing to focus on and nothing ever hits perfect on all cylinders, so we're continuing to focus on that part of our business. But, overall that's - we feel very good.

[John Haley:]

But I think Shlomo may be just to add something too, I think one of the things we've been focused on as we - just as we brought this merger together. This is with - this quarter sort of indicates where we think we'd like to be. When you look at it we have growth across all of our regions, we growth across all of our segments and I think that what we see is the kind of company we'd like to be as one where we have no weaknesses and everything is growing and everything is performing well. As Mike says, as you get down to the smaller units, you can always have pluses and minuses there, but we think to make a strong coming by having no weaknesses.

[Shlomo Rosenbaum:]

Okay, great. Thank you for the color.

[John Haley:]

Okay, is that it then? Thanks very much everybody for joining us and then we look forward to updating you on our second quarter earnings call in August.

[Operator:]

Ladies and gentlemen thank you for participating in today's conference. This concludes today's program. You may all disconnect and everyone have a great day.