WILLIS TOWERS WATSON PLC - FORM 8-K - EX-99.2

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8-K - FORM 8-K - WILLIS TOWERS WATSON PLC	d870061d8k.htm
EX-99.1 - EX-99.1 - WILLIS TOWERS WATSON PLC	d870061dex991.htm

FOURTH QUARTER 2014

RESULTS

Willis Group Holdings

February, 2015

Exhibit 99.2

This presentation contains certain “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, included in this document that address activities, events or developments that we expect or anticipate may occur in the future,

including such things as our outlook, potential cost savings and accelerated adjusted operating margin and adjusted earnings per share growth, future capital expenditures, growth in

commissions and fees, business strategies, competitive strengths, goals, the benefits of new initiatives, growth of our business and operations, plans, and references to future successes

are forward-looking statements. Also, when we use the words such as ‘anticipate’, ‘believe’, ‘estimate’, ‘expect’, ‘intend’, ‘plan’, ‘probably’, or similar expressions, we are making forward-

looking statements.

There are important 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: the impact of any regional, national or global political, economic, business, competitive, market, environmental or regulatory conditions on our global

business operations; the impact of current global economic conditions on our results of operations and financial condition, including as a result of those associated with the Eurozone, any

insolvencies of or other difficulties experienced by our clients, insurance companies or financial institutions; our ability to implement and fully realize anticipated benefits of our growth

strategy and revenue generating initiatives; our ability to implement and realize anticipated benefits of any expense reduction initiative, including our ability to achieve expected savings from

the multi-year operational improvement program as a result of unexpected costs or delays and demand on managerial, operational and administrative resources and/or macroeconomic

factors affecting the program; changes in the tax or accounting treatment of our operations and fluctuations in our tax rate; volatility or declines in insurance markets and premiums on which

our commissions are based, but which we do not control; our ability to develop and implement technology solutions and invest in innovative product offerings in an efficient and effective

manner; our ability to continue to manage our significant indebtedness; our ability to compete in our industry; our ability to develop new products and services; material changes in

commercial property and casualty markets generally or the availability of insurance products or changes in premiums resulting from a catastrophic event, such as a hurricane; our ability to

retain key employees and clients and attract new business; the timing or ability to carry out share repurchases and redemptions; the timing or ability to carry out refinancing or take other

steps to manage our capital and the limitations in our long-term debt agreements that may restrict our ability to take these actions; fluctuations in our earnings as a result of potential

changes to our valuation allowance(s) on our deferred tax assets; any fluctuations in exchange and interest rates that could affect expenses and revenue; the potential costs and difficulties

in complying with a wide variety of foreign laws and regulations and any related changes, given the global scope of our operations; rating agency actions, including a downgrade to our

credit rating, that could inhibit our ability to borrow funds or the pricing thereof and in certain circumstances cause us to offer to buy back some of our debt; a significant decline in the value

of investments that fund our pension plans or changes in our pension plan liabilities or funding obligations; our ability to achieve anticipated benefits of any acquisition or other transactions

in which we may engage, including any revenue growth or operational efficiencies; our ability to effectively integrate any acquisition into our business; our inability to exercise full

management control over our associates, such as Gras Savoye; our ability to receive dividends or other distributions in needed amounts from our subsidiaries; any potential impact from the

US healthcare reform legislation; our involvement in and the results of any regulatory investigations, legal proceedings and other contingencies; underwriting, advisory or reputational risks

associated with non-core operations as well as the potential significant impact our non-core operations (including the Willis Capital Markets & Advisory operations) can have on our financial

results; our exposure to potential liabilities arising from errors and omissions and other potential claims against us; the interruption or loss of our information processing systems, data

security breaches or failure to maintain secure information systems; and impairment of the goodwill in one of our reporting units, in which case we may be required to record significant

charges to earnings.

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 additional information see also Part I,

Item 1A “Risk Factors” included in Willis’ Form 10-K for the year ended December 31, 2013, and our subsequent filings with the Securities and Exchange Commission. Copies are available

online at http://www.sec.gov or on request from the Company.

Although we believe that the assumptions underlying our forward-looking statements are reasonable, any of these assumptions, and therefore also the forward-looking statements based on

these assumptions, could themselves prove to be inaccurate. In light of the significant uncertainties inherent in the forward-looking statements included in this presentation, our inclusion of

this information is not a representation or guarantee by us that our objectives and plans will be achieved. Our forward-looking statements speak only as of the date made and we will not

update these forward-looking statements unless the securities laws require us to do so. In light of these risks, uncertainties and assumptions, the forward-looking events discussed in this

Important disclosures regarding forward-looking statements

presentation may not occur, and we caution you against unduly relying on these forward-looking statements.

Important disclosures regarding non-GAAP measures

This presentation contains references to "non-GAAP financial measures" as defined in Regulation G of SEC rules. We present these measures because we believe they

are of interest to the investment community and they provide additional meaningful methods of evaluating certain aspects of the Company’s operating performance from

period to period on a basis that may not be otherwise apparent on a generally accepted accounting principles (GAAP) basis. These financial measures should be viewed

in addition to, not in lieu of, the Company’s condensed consolidated income statements and balance sheet as of the relevant date. Consistent with Regulation G, a

description of such information is provided below and a reconciliation of certain of such items to GAAP information can be found in our periodic filings with the SEC. Our

method of calculating these non-GAAP financial measures may differ from other companies and therefore comparability may be limited.

Definitions of non-GAAP financial measures

We believe that investors’ understanding of the Company’s performance is enhanced by our disclosure of the following non-GAAP financial measures. Our method of

calculating these measures may differ from those used by other companies and therefore comparability may be limited.

Organic commissions and fees growth

Organic commissions and fees growth excludes: (i) the impact of foreign currency translation; (ii) the first twelve months of net commission and fee revenues generated

from acquisitions; and (iii) the net commission and fee revenues related to operations disposed of in each period presented, from reported commissions and fees growth.

We believe organic growth in commissions and fees provides a measure that the investment community may find helpful in assessing the performance of operations that

were part of our operations in both the current and prior periods, and provides a measure against which our businesses may be assessed in the future.

Underlying commissions and fees, underlying revenues, underlying total expenses, underlying salaries and benefits, underlying other operating expenses, underlying

operating income, underlying operating margin, underlying EBITDA, underlying net income and underlying net income per diluted share (“Underlying measures”).

Underlying measures are calculated by excluding the impact of certain items, including foreign currency translation, from the most directly comparable GAAP measures.

We believe that excluding such items provides a more complete and consistent comparative analysis of our results of operations.

Organic revenues, organic total expenses, organic salaries and benefits, organic other operating expenses, organic operating income, organic operating margin and

organic EBITDA (“Organic measures”).

Organic measures are calculated by excluding the twelve month impact from acquisitions and disposals (together with the impact of certain items, including foreign

currency translation noted above), from the most directly comparable GAAP measures. We believe that excluding these items provides a more complete and consistent

comparative analysis of our results of operations.

4Q 2014 EPS growth

See important disclosures regarding non-GAAP measures on page 2 and reconciliations starting on page 20

Net revenue and expense growth increased Underlying EPS by $0.10

Primary driver was organic growth in C&F (+3.6%) outpacing organic expense growth (+2.7%), as well

as net profit derived from net acquisitions and disposals

Also positively impacted by a net settlement for a book of business within our Global segment (included

in other income)

Reported EPS grew 13.5%; Underlying EPS grew 17.9%

4Q 2014

Reported EPS

Adjusting

Items

($0.04)

4Q 2014

Underlying

EPS

Other

($0.03)

Total

Operating

Expenses

($0.22)

Total

Revenues

4Q 2013

Underlying

EPS

Foreign

Currency

Movements

($0.03)

Adjusting

Items

4Q 2013

Reported EPS

Adjusting item:

Deferred tax valuation

allowance = $0.05

Business performance = $0.10

Commissions and fees

= $0.27

Investment & other

income = $0.05

Adjusting items:

Operational Improvement

Program = $0.06

Gain on Disposal = $(0.02)

17.9%

$0.05

$0.32

$0.42

$0.46

$0.39

$0.37

4Q 2014 Commissions and fees growth

•

Reported impacted by FX movements and net M&A

activity

•

Underlying reflects strong M&A activity

•

Excellent organic result driven by strong growth in all

regions

•

Reported impacted by FX movements and net M&A

activity

•

Underlying reflects impact of M&A activity

•

Organic growth driven by International and Willis Re

•

Reported C&F impacted by FX movements

•

Growth in Willis Re offset by decline in UK Insurance

•

Reported and underlying C&F impacted by disposals

and prior year adjustment

•

Human Capital, FINEX up solidly while Construction

down

3.1%

7.2%

3.6%

-4.9%

-2.1%

-4.9%

15.9%

18.6%

32.7%

-0.3%

-2.1%

0.0%

See important disclosures regarding non-GAAP measures on page 2 and reconciliations starting on page 20

Group

North America

International

Global

% Growth Q4 2014 versus 4Q 2013

Reported

Organic

Underlying

Commentary

4Q 2014 Total operating expenses

Increased

net

expenses

from

acquisitions

and

disposals

accounted

for

440

bps

the

underlying

expense growth

Organic expense growth driven by higher salaries and benefits, partially offset by lower other operating

expenses

$ millions

Foreign

Currency

Movement

($24)

4Q 2013

Reported

$774

7.1%

4Q 2014

Reported

$819

Operational

Improvement

Program

4Q 2014

Underlying

$803

$750

4Q 2013

Underlying

Salaries and

Benefits

Other operating

Expenses

($1)

Depreciation

and

Amortization

$40

2.7%

Organic growth

Acquisitions and Disposals

See important disclosures regarding non-GAAP measures on page 2 and reconciliations starting on page 20

$16

$50

$763

$743

Organic total expense growth of 2.7%; underlying expense growth of 7.1% heavily impacted by M&A

4Q 2014 Salaries and benefits

Underlying salaries and benefits growth impacted by net acquisitions and disposals

($19)

$569

9.1%

$600

$575

$25

$550

$545

5.5%

Organic growth

Reported S&B included $19 million from favorable FX movements offset by $20 million increase from M&A

activity (primarily Max Matthiessen)

Underlying

grew

$50

million,

including

$20

million

increase

from

M&A

activity

Organic growth reflects:

Salary increases of between 2%~3% globally, in line with inflation

Period over period organic headcount growth

Increased production incentives driven by higher C&F growth in International

Acquisitions and Disposals

$ millions

See important disclosures regarding non-GAAP measures on page 2 and reconciliations starting on page 20

$50

4Q 2013

Reported

Foreign Currency

Movement

4Q 2013

Underlying

Salaries and Benefits

4Q 2014

Underlying

4Q 2014

Reported

Organic

17,800

17,900

LTM Net M&A

200

500

Total FTEs

18,000

18,400

4Q 2014 Salaries and benefits

Organic S&B relatively flat from 1Q14 through 4Q14

3Q14

$600

$569

$25

4Q14

2Q14

$575

1Q14

$570

4Q13

$550

Organic

Acquisitions and Disposals

Underlying S&B increased in 4Q14 due to net M&A activity

Organic S&B relatively flat throughout 2014

Organic headcount growth of ~1% in 2014

About 50% of the increase in 2014 total FTEs in Mumbai

Underlying

$ millions

See important disclosures regarding non-GAAP measures on page 2 and reconciliations starting on page 20

$545

$567

$573

$566

$575

Spend

$36

$130

$240

$410

Savings

$11

$60

$135

$235

$420

$300

Operational Improvement Program and metrics

$ millions

2014A

2015E

2016E

2017E

Cumulative

2014-2017E

Annualized

2018+E

Key metrics :

3/31/14

12/31/14

•

Ratio of full time employees (FTEs) in higher cost vs. lower cost

near-shore and off-shore centers

•

Ratio of square footage of real estate per FTE (indexed to 100)

•

Ratio of desks per FTE (indexed to 100)

80:20

100

(1)

Excludes the impact from acquisitions which were largely in higher cost geographies

78:22

(1)

11.6%

4Q and FY 2014 underlying EBITDA

Full year underlying EBITDA up modestly; 4Q14 up 11.6%

$ millions

$359

$362

$191

$187

$96

$87

$173

$193

1.2%

2014

$829

2013

$819

See important disclosures regarding non-GAAP measures on page 2 and reconciliations starting on page 20

Full year underlying EBITDA driven by:

Revenue growth

Solid organic revenue growth and growth from acquisitions including Max Matthiessen in 4Q

Expense growth reflects:

Late 2013 investments negatively impacted 1H2014

2H 2014 expense growth moderated resulting in 4Q growth in EBITDA, improved margins and

positive spread between organic revenue and expenses

Corporate uses of cash and cash balance

•

Cash on hand down from prior year primarily due to

significantly increased corporate uses of cash, per above

including:

•

Cash consideration paid for acquisitions, including

Charles Monat and Max Matthiessen

•

Net cash outflow from the issue and repurchase of

Cash as of

Corporate Uses of Cash

$ millions

$113

$193

$210

$213

$112

$241

2013

$30

$335

$777

2014

Dividends

Capex

Share buyback

Acquisitions

$635

$796

•

Significantly higher level of M&A in 2014

•

Announced share buyback program for 2014 completed in

October

•

2014 dividend payout increased 9% from prior year

•

CapEx unchanged

Dec 31

2013

Dec 31

2014

2013 Investor Conference Key Metrics / Goals

Capital Management

70 bps + spread of

organic C&F over organic

expense growth

Improving cash flows

Mid-single digit organic

revenue growth

Ongoing expense

management driving

progress

Operational Improvement

Program

Investments included

Global Wealth Solutions

and Connecting Willis

Increased strategic M&A

in 2014

Increased dividend and

completed buyback

Diversified and resilient

business model

Organic growth in each

segment for full year 2014

Cash flow remains key

focus

EBITDA improving in 4Q

Invest in the business

for growth

Targeted M&A

Steadily increasing

dividend

Repurchase shares

2014

Organic Growth

3.8%

2014

organic spread:

(80) basis points

4Q 2014

organic spread:

+90 basis points

2014

Underlying EBITDA:

+1.2%

4Q14

Underlying EBITDA:

+11.6%

2014 Progress

APPENDICES

4Q 2014 Other operating expenses

Ongoing expense management reflected in 3.1% organic decline

$155

$10

$161

$160

($5)

$166

$165

2.5%

$165

(3.1)%

Organic decline

Reported decline in other operating expenses of (0.6)% included $5 million from favorable FX movements

and $9 million increase from M&A activity

Underlying growth included the $9 million increase from M&A activity

Organic decline reflects ongoing expense management initiatives

$3 million gain on system sale in 4Q14

non-recurrence of $2 million branding-related expenses incurred in 4Q13

Acquisitions and Disposals

$ millions

See important disclosures regarding non-GAAP measures on page 2 and reconciliations starting on page 20

4Q 2013

Reported

Foreign Currency

Movement

4Q 2013

Underlying

Other Operating

Expenses

4Q 2014

Underlying

4Q 2014

Reported

4Q 2014 Non-operating segment items and Corporate & other

•

Improved performance from Associates in 4Q14,

primarily Gras Savoye

•

FY 2014 performance +$14 million up from $nil in

prior year

•

$11 million increase due to higher WNA gains on

disposals

•

No significant year over year change in foreign

exchange gain/loss on revaluation

•

Underlying tax rates for 4Q14 and FY2014 of 24% and 25%, respectively.

•

Most significant underlying adjustment for 2014 was non-cash adjustment to

the deferred tax valuation allowance in the second quarter

Other

income/expense

Tax

Associates

$18

4Q 2014

4Q 2013

($5)

4Q 2014

4Q 2013

($11)

2014 EPS growth

Reported EPS down 2.0%; Underlying EPS down 4.9%

($0.33)

Other

Higher

Tax Rate

($0.15)

Operating

Expenses

($0.75)

Total

Revenues

2013

Underlying

EPS

Foreign

Currency

Movements

Adjusting

Items

2013

Reported

EPS

Adjusting

Items

Adjusting items include:

Loss on debt extinguishment

=$0.34

Expense reduction initiative

= $0.21

Deferred tax valuation

allowance = $0.05

Salaries & benefits = $0.59

Other operating expenses = $0.15

Operational Improvement

Program = $(0.15)

Deferred tax valuation allowance

= $(0.12)

Venezuela devaluation = $(0.07)

Net impact from revenue and expense growth increased Underlying EPS by $0.04

However, impact of higher tax rate outweighed underlying business performance

Other items include improved contributions from Associates of $0.06, offset by increased interest

expense $(0.04) and higher share count $(0.02)

(4.9)%

See important disclosures regarding non-GAAP measures on page 2 and reconciliations starting on page 20

($0.19)

Commissions and fees

= $0.73

Investment & other

income = $0.06

($0.01)

$0.60

$0.79

$2.00

$2.33

$2.45

$2.04

2014

Underlying

EPS

2014

Reported

EPS

•

Mid-single digit organic growth despite challenging

market conditions in reinsurance and moderating rates

across markets

•

Underlying reflects net impact of acquisitions and

disposals

Group

•

Organic reflects growth across most geographic

regions, Employee Benefits and Construction

•

Reported and underlying reflect offices sold

North America

•

Strong organic growth driven by emerging markets and

Western Europe

•

Underlying higher due to acquisitions

International

2014 Commissions and fees growth

% Growth 2014 versus 2013

•

Reported reflects impact of foreign currency movements

•

Willis Re up mid-single digits

•

Willis Insurance UK down low single digits

Global

4.6%

3.8%

3.7%

2.8%

1.2%

1.3%

9.0%

14.8%

9.7%

1.2%

1.4%

2.1%

Reported

Organic

Underlying

See important disclosures regarding non-GAAP measures on page 2 and reconciliations starting on page 20

Commentary

2014 Total operating expenses

$ millions

Expense growth reflects investments for growth made in late 2013

Increased

net

expenses

from

acquisitions

and

disposals

accounted

for

110

bps

the

underlying

expense growth

Organic expense growth primarily driven by higher salaries and benefits

Operational

Improvement

Program

$3,155

$3,119

$53

Depreciation

and

Amortization

Other

operating

Expenses

Salaries and

Benefits

2014

Reported

$2,951

$19

Other

Adjustments

($47)

2013

Underlying

2013

Reported

$2,992

5.7%

2014

Underlying

Foreign

Currency

Movement

4.6%

See important disclosures regarding non-GAAP measures on page 2 and reconciliations starting on page 20

Acquisitions and Disposals

$3,066

$2,932

$133

$34

$36

Total organic operating expense growth of 4.6%; underlying growth of 5.7% driven by M&A activity

2014 Salaries and benefits

Organic S&B of 5.2%; underlying growth of 6.1%

Salaries and Benefits

$2,181

$2,168

$13

Foreign Currency

Movement

Expense

Reduction Initiative

($29)

$2,207

6.1%

$2,314

$2,281

$33

$2,314

5.2%

Organic growth

Reported growth in S&B of 4.8% included $29 million from 2013 Expense Reduction Initiative and $3 million

from FX movements

Underlying S&B up $133 million, including $20 million increase in net S&B from acquisitions and disposals

Organic growth in S&B reflects:

Reflects investments made in late 2013 to drive growth

Global salary increases of between 2%~3%, in line with inflation

Organic headcount growth (excludes FTEs from acquisitions and disposals) of less than 1%

About 50% of the increase in total FTEs in Mumbai

Acquisitions and Disposals

$ millions

See important disclosures regarding non-GAAP measures on page 2 and reconciliations starting on page 20

$133

2013

Reported

2014

2013

Underlying

New Segment Structure

Willis Re

Willis Capital Markets

& Advisory

Wholesale

businesses (e.g.,

Miller)

Willis Portfolio and

Underwriting Services

New Segment structure from January 1, 2015

Report 1Q15 on new basis; expect to file restated financial information in March 2015

Willis Great Britain

Willis North America

Willis International

Willis Capital, Wholesale

and Reinsurance

Focused on serving

corporate clients,

delivering full range of

Willis expertise

across Great Britain

Focused on serving

corporate clients,

delivering full range of

Willis expertise

across the United

States and Canada

Focused on serving

corporate clients,

delivering full range of

Willis expertise

across Asia, CEMEA,

Latin America and

Western Europe

Important disclosures regarding non-GAAP measures

Commissions and fees analysis

2014

2013

Change

Foreign

currency

translation

Acquisitions

and

disposals

Organic

commissions

and fees

growth

($ millions)

Three months ended

December 31, 2014

North America

$328

$345

(4.9)

(2.8)

(2.1)

International

325

274

18.6

(14.1)

16.8

15.9

Global

286

292

(2.1)

0.3

(0.3)

Total

$939

$911

3.1

(4.1)

3.6

2014

2013

Change

Foreign

currency

translation

Acquisitions

and

disposals

Organic

commissions

and fees

growth

($ millions)

Twelve months ended

December 31, 2014

North America

$1,365

$1,349

1.2

(0.1)

(1.5)

2.8

International

1,016

926

9.7

(5.1)

5.8

9.0

Global

1,386

1358

2.1

0.9

(0.2)

1.4

Total

$3,767

$3,633

3.7

(0.9)

0.8

3.8

Important disclosures regarding non-GAAP measures

Operating income to underlying and organic operating income

For prior periods, underlying measures have been rebased to current period exchange rates to remove the impact of foreign currency movements when comparing periods

2013

2014

(In millions)

Total revenue

$1,051

$890

$795

$919

$3,655

$1,097

$935

$812

$958

$3,802

excluding:

Foreign currency movements

(3)

(35)

(30)

Underlying revenue

$1,054

$895

$792

$884

$3,625

$1,097

$935

$812

$958

$3,802

Net revenue from acquisitions and disposals

(5)

(6)

(8)

(11)

(30)

(2)

(4)

(7)

(43)

(56)

Organic revenue

$1,049

$889

$784

$873

$3,595

$1,095

$931

$805

$915

$3,746

Operating income

$281

$167

$70

$145

$663

$326

$148

$34

$139

$647

excluding:

Operational improvement program

Expense reduction initiative

Fees related to extinguishment of debt

Foreign currency movements

(4)

(11)

(10)

(11)

(36)

Underlying operating income

$323

$156

$61

$134

$674

$326

$151

$51

$155

$683

Net operating income from acquisitions and disposals

(2)

(3)

(4)

(11)

(2)

(3)

Organic operating income

$321

$154

$58

$130

$663

$324

$151

$49

$152

$680

Operating margin (operating income as a percentage of

total revenue)

26.7%

18.8%

8.8%

15.8%

18.1%

29.7%

15.8%

4.2%

14.5%

17.0%

Underlying operating margin (underlying operating

income as a percentage of underlying total revenue)

30.6%

17.4%

7.7%

15.2%

18.6%

29.7%

16.1%

6.3%

16.2%

18.0%

Organic operating margin (organic operating income as

a percentage of organic total revenue)

30.6%

17.3%

7.4%

14.9%

18.4%

29.6%

16.2%

6.1%

16.6%

18.2%

Important disclosures regarding non-GAAP measures

Net income (loss) to underlying net income

For prior periods, underlying measures have been rebased to current period exchange rates to remove the impact of foreign currency movements when comparing periods

2013

2014

(In millions, except per share data)

YTD

Net income (loss)

$219

$105

($27)

$68

$365

$246

$47

($7)

$76

$362

Excluding the following, net of tax:

Operational improvement program

Venezuela currency devaluation

Deferred tax valuation allowance

Expense reduction initiative

Net loss (gain) on disposal of operations

(1)

(4)

(2)

Fees related to extinguishment of debt

Loss on extinguishment of debt

Foreign currency movements

(6)

(5)

(18)

(5)

(34)

Underlying net income

$251

$100

$16

$71

$438

$248

$83

$421

Diluted shares outstanding

176

178

177

182

179

182

178

180

181

$1.24

$0.59

($0.15)

$0.37

Net income per diluted share

$ 2.04

$1.35

$0.26

($0.04)

$0.42

$2.00

$1.46

$0.56

$0.10

$0.39

Underlying net income per diluted share

$2.45

$1.36

$0.46

$0.04

$0.46

$2.33

Important disclosures regarding non-GAAP measures

Net income (loss) to underlying and organic EBITDA

For prior periods, underlying measures have been rebased to current period exchange rates to remove the impact of foreign currency movements when comparing periods

2013

2014

Net income (loss) attributable to

Willis Group Holdings

$219

$105

($27)

$68

$365

$246

$47

($7)

$76

$362

Excluding:

Net (loss) income attributable to

noncontrolling interests

(1)

Interest in earnings(losses) of

associates, net of tax

(15)

(19)

(3)

(14)

Income taxes

122

159

Interest expense

126

135

Other expense (income), net

(6)

(4)

(5)

(7)

(22)

(18)

(6)

Loss on extinguishment of debt

Depreciation

Amortization

EBITDA

$321

$202

$105

$184

$812

$362

$184

$70

$177

$793

Excluding:

Operational Improvement Program

Expense reduction initiative

Fees related to extinguishment of

debt

Foreign currency movements

(3)

(11)

(10)

(11)

(36)

Underlying EBITDA

$359

$191

$96

$173

$819

$362

$187

$87

$193

$829

Net EBITDA from acquisitions and

disposals

(2)

(3)

(2)

(4)

(11)

(2)

(8)

(11)

Organic EBITDA

$357

$188

$94

$169

$808

$363

$185

$85

$185

$818

Important disclosures regarding non-GAAP measures

Reported total expenses and salaries and benefits to underlying and organic total expenses and

salaries and benefits

For prior periods, underlying measures have been rebased to current period exchange rates to remove the impact of foreign currency movements when comparing periods

2013

2014

(In millions)

Reported total expenses

$770

$723

$725

$774

$2,992

$771

$787

$778

$819

$3,155

Excluding:

Operational improvement program

(3)

(17)

(16)

(36)

Expense reduction initiative

(46)

Fees related to extinguishment of debt

(1)

Foreign currency movements

(24)

Underlying total expenses

$731

$739

$731

$750

$2,951

$771

$784

$761

$803

$3,119

Net expenses from acquisitions and disposals

(3)

(4)

(5)

(7)

(19)

(4)

(5)

(40)

(53)

Organic total expenses

$728

$735

$726

$743

$2,932

$767

$780

$756

$763

$3,066

Reported salaries and benefits

$568

$529

$541

$569

$2,207

$570

$575

$569

$600

$2,314

Excluding:

Expense reduction initiative

(29)

Foreign currency movements

(19)

Underlying salaries and benefits

$543

$541

$547

$550

$2,181

$570

$575

$569

$600

$2,314

Net expenses from acquisitions and disposals

(2)

(3)

(5)

(13)

(3)

(2)

(3)

(25)

(33)

Organic Salaries and benefits

$541

$538

$544

$545

$2,168

$567

$573

$566

$575

$2,281

IR Contacts Media Contact

Peter Poillon

Tel: +1 212 915-8084

Email:

peter.poillon@willis.com

Mark Jones

Tel: +1 212 915-8796

Email:

mark.p.jones@willis.com

Juliet Massey

Tel: +44 7984 156 739

Email:

juliet.massey@willis.com

WILLIS TOWERS WATSON PLC - FORM 8-K - EX-99.2 - February 10, 2015

Attached files

WILLIS TOWERS WATSON PLC Reports