Good morning. Welcome to the WTW Third Quarter 2023 Earnings Conference Call. Please refer to the wtwco.com for the press release and supplemental information that was issued earlier today. Today's call is being recorded and will be available for the next three months on WTW's website.

Some of the comments in today's call may constitute forward-looking statements within the meaning of the Private Securities Reform Act of 1995. These forward-looking statements are subject to risks and uncertainties.

Actual results may differ materially from those discussed today, and the company undertakes no obligation to update these statements unless required by law.

For a more detailed discussion of these and other risk factors, Investors should review the forward-looking statements section of the earnings press release issued this morning, as well as, other disclosures in the most recent Form 10-K and in other Willis Towers Watson SEC filings.

During the call, certain non-GAAP financial measures may be discussed. For reconciliation of the non-GAAP measures as well as other information regarding these measures, please refer to the most recent earnings release and other materials in the Investor Relations section of the company's website.

I'll now turn the call over to Carl Hess, WTW's Chief Executive Officer. Please go ahead..

Good morning, everyone. Thank you for joining us for WTW’s third quarter 2023 Earnings Call. Joining me today is Andrew Krasner, our Chief Financial Officer.

We had a strong third quarter, delivering 9% organic revenue growth and adjusted diluted earnings per share of $2.24, maintaining our top-line momentum as we continue to execute on our strategic priorities. Excluding book of business activity, organic revenue growth at the enterprise level would have been 10%.

This solid result was fueled by the great efforts of our colleagues, the strength of our global client model, the investments we've made in talent and technology, and the resiliency of our business. Notably, our bottom-line performance this quarter was driven by 170 basis points of year-over-year adjusted operating margin expansion.

The positive impacts of both our recent cost-saving measures and the growing productivity of our new hires led to a strong finish for the quarter. Additionally, we realized $23 million of incremental annualized savings from our transformation program during the third quarter.

This brings the total to $300 million in cumulative annualized savings since the program's inception.

We are well-positioned for further adjusted operating margin expansion over the long term, driven by organic revenue growth from our unique offerings and strategic hires, the continued progress of our transformation program, and a strengthened focus on cost discipline.

In the near term, we expect year-over-year margin expansion for the fourth quarter and the full year as a result of operating leverage and increasing contributions from our expense management initiatives.

We're pleased with our third quarter performance, and our progress gives us confidence in our ability to drive profitable growth and create value over the long-term. As I touched on last quarter, our focus on specialization and our risk and broking segment has been one of the key drivers of our strong organic growth.

We've generated substantial momentum by developing innovative products and services, engaging in strategic partnerships, and building platforms like MGAs, MGUs, and affinity products.

For example, one of our major client wins for the quarter included an affinity solution that delivers compelling insurance products via digital channels to customers of a major manufacturer of luxury vehicles.

This showcased our specialized expertise in the automotive industry and high net worth personal lines of business, as well as our successful track record in global affinity insurance programs. Our strategic focus on specialization continues to drive strong growth in our specialty lines, which continue to grow much faster than our average R&D growth.

As we've mentioned last quarter, based on the strong market response we've seen to date, we're expanding our pursuit of these initiatives. For example, we recently announced the WTW will launch Verita, a new MGU focused on select industries, which will further advance our specialization strategy in risk and broking in North America.

Verita will initially focus on the industry verticals of real estate, hospitality and leisure, financial institutions, and professional services. Our team's deep knowledge of these industries, together with our insurance expertise, will enable Verita to have a comprehensive understanding of our clients' risks.

This will allow us to offer best-in-class, holistic insurance solutions while maintaining underwriting discipline. The target customers for Verita are growing companies seeking more flexible, tailored insurance solutions. And over time, we aim to expand Verita into more industries as we grow the platform.

Our analytic tools and expertise in insurance advisory and brokerage give our clients confidence that they're getting the best value for their premium dollars.

This quarter, our portfolio was expanded to include the global actuarial review for a leading P&C insurer and the brokerage of a global renewal energy program by a world-class player in the energy sector. Data analytics and specialty expertise are also key growth drivers for our health, wealth, and career segment.

For example, we've had record success for our compensation benchmarking participation in sales, with more than 43,000 companies participating in our surveys at the end of September, and we've introduced new talent intelligence reports, which examine hot skills and high-demand jobs across industries to help our clients make better-informed decisions on work and rewards issues.

We've also continued to build our healthcare benchmarking and specialty services. Earlier this year, we enhanced our pharmacy offering with an expansion of our RX collaborative and a new product for mid-market organizations. This past quarter, we launched two new pharmacy partnerships to help plan members save on costs.

Another key to our HWC success is the differentiated smart connections we're making across distances and geographies. A client's simple request for data can lead to additional consulting opportunities for us. It's also done to enhance our solutions systematically.

Our updated workforce management offering, which combines financial analysis, health assessment, and communication tools, is but one example that led to millions of dollars of incremental revenue this past quarter. Another example is our life site solution, our defined contribution pooled employer plan. We've expanded life site to the U.S.

earlier this year and are pleased to report that we've contracted with our first U.S. client, while we added clients with $2.5 billion of asset value in Great Britain, Ireland, and Belgium. Across WTW, the confluence of innovation and collaboration is driving consistent, sustainable growth.

I'm energized by how our journey to one WTW is increasingly delivering new opportunities made possible by bringing together our diverse capabilities. Finally, I want to touch on capital allocation. As we've said in the past, we'll continue to take a balanced approach with a focus on allocating our capital to the highest return opportunities.

In the third quarter, we bought back $350 million of stock and expanded our repurchase authorization, demonstrating that share repurchases remain our top priority. As we enter the fourth quarter, I'm encouraged by the strong client response to the hard work we've done growing, simplifying, and transforming our business.

We continue to see momentum building as our unique offerings help clients evaluate and manage their risks and opportunities in a complex macro environment. We are committed to harnessing this momentum to drive greater operating leverage over time.

We believe that our transformation program and disciplined expense management, combined with consistent and sustainable growth opportunities, will support near-term and long-term margin expansion. I want to thank our colleagues for their performance this quarter.

I'm truly appreciative of their dedication, service, and continued commitment to our vision. Now, before turning it over to Andrew, I'd also like to acknowledge the escalating conflict in the Middle East. The violence, devastation, loss of life, and impact on innocent civilians are profoundly saddening.

Our primary focus in times of tragedy is on the safety of our colleagues and their families. Thankfully, our colleagues who work in the region continue to be safe. We remain in regular contact and are providing the assistance they need.

We support all of our colleagues and clients, as well as their friends and family in the region, as they cope with this difficult situation. And with that, I'll turn the call over to Andrew..

Thanks, Carl. Good morning, everyone. Thanks for joining us today. As Carl mentioned, our third quarter revenue was up 9% on an organic basis, and excluding Book of Business activity, organic revenue growth would have been 10%.

This growth reflects the increasing productivity of our new hires and the impact of our strategic focus on specialization in Risk & Broking and increased demand from clients seeking solutions to manage the impact of inflation on healthcare costs, pensions, retirement plans, and human capital in HWC.

I'm very pleased with the progress of our transformation program, which delivered $23 million of incremental annualized savings during the third quarter. This brings the total to $151 million in cumulative annualized savings this year.

Our progress on the transformation program and our strength and focus on cost management will help us drive continued operating leverage. I will now discuss our detailed segment results.

Note that to provide comparability with prior periods, all commentary regarding the results of our segments will be on an organic basis, unless specifically stated otherwise. Health, wealth, and career generated revenue growth of 9% on an organic basis and 8% on a constant currency basis compared to the third quarter of last year.

We feel confident in our pipeline and anticipate that the segment will finish off the year with good results and in line with historical trends. Revenue for health increased 7% for the quarter or 8% without considering the impact of book of business activity.

We delivered solid growth across all regions driven by the continued expansion of our global benefits management client portfolio, new local clients, expanding consulting work for existing clients and increased brokerage income. Wealth grew 7% in the third quarter.

The growth was primarily attributable to strong momentum in retirement, with increased de-risking activity and consulting work in North America. Retirement also grew in Europe as a result of de-risking work, regulatory compliance support, and pension brokerage.

Investments grew as a result of new client acquisitions and higher fees, which more than offset headwinds from the negative impact of capital market performance.

Career delivered 8% growth in the quarter driven by increased compensation survey sales, executive compensation work, and other work-based advisory services, including pay transparency work and change communication services. Benefits delivery and outsourcing generated 14% growth in the quarter.

The increase was driven by strength in outsourcing for new clients and increased compliance and other project activity in the individual marketplace with growth from higher volumes and placements of life and Medicare Advantage policies.

As a reminder, we typically generate about 50% of the revenue for our individual marketplace business during the fourth quarter, and we expect the growth next quarter to be relatively in line with historical trends. HWC's operating margin increased 350 basis points from the prior year third quarter to 23.8%.

This margin increase was attributable to both improved operating leverage and transformation savings. Operating leverage was driven by a positive spread with revenue outpacing expense growth and some timing between quarters. Risk & Broking revenue was up 10% on both an organic and constant currency basis compared to the prior year of third quarter.

Excluding the $10 million year-over-year impact from book of business activity, Risk & Broking grew at an exceptional 12%. As a reminder, there were about 10 million of book of business sales in R&B in the fourth quarter of 2022.

We currently expect a similar amount of book of business settlements next quarter, and therefore do not expect a meaningful year-over-year impact from book of business activity in Q4. However, the timing for settlements can be difficult to predict and may drag into the following year.

Corporate Risk & Broking had another strong quarter, delivering organic revenue growth of 10% and continuing the positive growth trajectory we have seen over recent quarters. Excluding book of business activity, CRB grew at 12%. This result was primarily driven by strong new business growth and improved client retention.

Pricing had a moderate positive impact on the quarter. Interest income was up $19 million for the quarter due to higher rates and the reclassification of interest income previously recorded in corporate.

As noted last quarter, due to the cessation of the co-broking agreement with Gallagher, interest income directly associated with Risk & Broking fiduciary funds is now allocated to this segment. The exceptional growth in Q3 was also driven by continued strong return on investment in our specialty lines.

Globally, the strongest growth came from our facultative, financial solutions, natural resources, surety and construction lines of business. Europe had the exceptional quarter with double digit growth in a number of countries led by our P&C retail and direct business, as well as construction, aerospace and financial solutions.

International also contributed to strong organic growth led by Latin America. North America benefited from strong new business and increased client retention across most lines of business, despite headwinds in our M&A business and from the impact of book of business activity.

In the insurance consulting and technology business, revenue is up 9% over the prior year period, driven by increased sales and technology solutions, including strong new business and higher project activity. R&B's operating margin was 15.7% for the third quarter, an increase of 200 basis points compared to the prior year third quarter.

The expected ramp up in production from our strategic hiring efforts drew greater operating leverage, while tailwinds from increased interest income were offset by headwinds from gain on sale activity and foreign currency.

Increased contribution from transformation, as well as targeted expense management measures we put in place earlier this year, also contributed meaningfully to margin expansion. We are beginning to see our expense management actions deliver results, including coordinated efforts on reducing spend for internal travel and vendor spend.

We continue to expect these actions to benefit our margin next quarter. Turning back to enterprise level results, our adjusted operating margin was 16.2%, a 170 basis point increase over prior year.

Excluding book of business activity, the margin would have increased 220 basis points year-over-year, benefiting from transformation savings, as well as the impact of interest income. The net result was adjusted diluted earnings per share of $2.24. Foreign exchange had minimal impact on EPS for this third quarter.

Assuming today's rates continue for the remainder of the year, we now expect a foreign currency headwind on adjusted earnings for share of $0.07 for the year. Our U.S. GAAP tax rate for the quarter was 15.5% versus 0.7% in the prior year.

Our adjusted tax rate for the quarter was 24.3% compared to 16.8% in the prior year, reflecting the non-recurring nature of discrete tax benefits reflected in the prior year rate. We continue to expect the full year adjusted tax rate to be modestly above the prior year.

Our strong balance sheet gives us continued confidence in our ability to execute a disciplined capital allocation strategy that balances capital return to shareholders with internal investments and strategic M&A to deploy our capital in what we believe to be the highest return opportunities.

During the quarter, we paid $88 million in dividends and repurchased approximately 1.7 million shares for $350 million. As Carl mentioned, we continue to view share repurchases as an attractive use of capital to create long-term shareholder value.

Last month, we raised our repurchase authorization by $1 billion, of which approximately $1.5 billion remains. In the first half of the year, we had about $450 million of share repurchases. We expect a similar amount for the second half of the year, subject to market conditions, among other relevant factors.

Additionally, we repaid $250 million of debt that matured during the quarter with a portion of the proceeds from our May debt issuance. Year to date, we have generated free cash flow of $707 million compared to free cash flow of $337 million during the same period in the prior year.

The improvement of $370 [ph] million was due to the non-recurrence of prior year headwinds, including realized losses on foreign currency hedges, payments made in the prior year for certain discretionary compensation, and taxes for one-time gains recorded in connection with the Willis resale and the deal termination payment.

These tailwinds were partially offset by increased transformation program-related costs. We are very pleased with our improving business performance and expect this momentum to continue for the rest of the year. I am very proud of the leadership team and the resolve of our colleagues in the continued support of our clients.

Our investments in talent, innovation, and operational transformation have helped drive organic revenue growth, and we are confident that this will translate into sustained growth in margins, EPS, and free cash flow. And with that, let's open it up for Q&A..

[Operator Instructions] Our first question or comment comes from the line of C. Gregory Peters from Raymond James. Mr. Peters, your line is open. Mr. Peters, you may need to unmute your line. Okay. We're returning to the queue. Our next question or comment comes from the line of Christian Gestoff [ph] from Wells Fargo Securities. Mr.

Gestoff, your line is open..

Hi, good morning. How are you? Quick question on the -- so the full-year R&B margin expansion for the full year. So if we do the math, that kind of implies over 300 bps expansion in the Q4.

And assuming the math is correct on that, like what is going to be the biggest driver of that in terms of, is it coming from organic revenue growth? Is it lower growth and expenses? And for that full-year margin expansion, is that inclusive of the higher interest income?.

Yep, thanks for your question. Yes, it is on a reported basis, the full-year margin expansion expectation. And that is something that we still expect to see for the full year. That we believe will be driven by a number of factors. First of all, Q4 has the most operating leverage built into it.

It's historically R&B's highest revenue quarter with the most new business opportunities. And we expect to continue with strong organic revenue growth for the rest of the year. So the potential to drive operating leverage on our fixed expense base is greater.

We also expect to see continued impact of our actions to mitigate some of the expense headwinds. The results of those we've already begun to see this quarter. There are also continuing benefits from our transformation program.

And additionally, the strategic hires that we've made have begun to contribute to our performance in a very meaningful way, which you can see this quarter in organic growth. We continue to expect a ramp up in production, which we anticipate will cover the increase in expenses, especially in Q4, when we seasonally have the most revenue..

Makes sense. And then for my second question, there's been talk about Willis looking to get back into the reinsurance broking business.

Can you comment on this or provide any color or whether or not you would consider re-entering the business?.

Sure. Thanks for the question. Reinsurance is a natural fit with retail broking businesses. Many of our peers operate these businesses. We did so successfully as well. And with our non-compete with AJG soon expiring, we are able to add reinsurance to the universe of capital allocations that we consider.

We've remained well connected to the reinsurance markets. We have both a deep understanding of the strategic value of reinsurance brokerage for our business and a healthy appreciation for current market conditions as well. So, I think I’ll look at it this way.

I'm not going to comment on any hypotheticals regarding capital allocation decisions or potential M&A transactions. When evaluating our opportunity here, we look at it compared to any other opportunity we might have as a business.

The full range of capital allocation opportunities we have, including share repurchases, as we've said in prior quarters, and we'll only pursue something if the expected returns and value creation potential are compelling versus other options we have. So I think I'll leave it at that..

Thank you. Our next question or comment comes from the line. Again, we'll try Mr. Gregory Peters from Raymond James. Mr. Peters, your line is open. Mr. Peters, you may need to unmute your phone. Okay. Our next question or comment comes from the line of Mr. Rob Cox from Goldman Sachs. Mr. Cox, your line is now open. Mr. Cox, you may need to unmute your line..

Hi.

Can you hear me?.

Yes, sir..

Hi. Yes, thanks. So yes, my first question on organic growth. Year-to-date organic growth is 8%, accelerated across the board in the quarter. And comments in the presentations were for expectations for the client pipeline momentum to continue.

So, in that context, should we be interpreting the mid-single-digit guidance for the full year as conservatism? Any more color on that would be appreciated..

Well, I mean, we're quite pleased with our progress and the growth we've shown this year. We see potential upside and we feel optimistic about the paths to achieve that upside to our originally stated objectives. We're looking to capitalize on momentum and there are a number of ways we're trying to do that.

Our strategic focus on specialization R&B continues to drive growth in our specialty lines that substantially outpace R&B as a whole. We are seeing stronger growth in HWC, which is supported by increasing demand in a complex macro environment.

For example, healthcare cost inflation and the changing ways of working are fueling demand for what we offer in terms of smart advice, creative solutions, better data and analytics. And in our wealth business, right, the investments portion of these capital markets remained relatively stable. We should see some improvement there as well..

And just to add to that, in Q4, if you think about some of the segment expectations, in HWC, we're expecting organic revenue growth in line with Q4 rates for the last several years. In Risk & Broking, again, we're confident that we'll continue with the robust organic revenue growth that we've seen so far this year.

And of course, all of that feeds into margin. Year to date, we've generated adjusted operating margin expansion of 70 basis points at the enterprise level. And we continue to expect adjusted operating margin expansion for the full year..

Got it. Appreciate all the color. And then maybe just on buybacks, I think you had previously guided to a similar level of buybacks in the back half of the year, but you're running well ahead of that, sort of thus far.

Can you talk about how you view share buybacks from here and kind of your updated outlook on buybacks in Q4 and beyond?.

Yes, sure. We, going into the quarter, have a baseline of $100 million or so of share repurchase expectations. But we do constantly look for opportunities to deploy capital to the highest return opportunities. And depending on market conditions, et cetera, return profiles, we'll look to be opportunistic to do more if it's appropriate..

Thank you. Our next question or comment comes from the line of Mark Hughes from Truist Securities. Mr. Hughes, your line is open..

Yes, thank you very much. Good morning.

What's the visibility for the de-risking to continue? How much of a pipeline do you have there? And how are market conditions contributing to that?.

Thanks. Yes, I mean, market conditions have been reasonable, especially with respect to bulk lump sum activity, and with pension funds in general still better funded than they were in prior years. We are seeing -- people looking at annuity purchase and buyout options as well.

Part of our strong results in BD&O during the quarter were the result of preparation with bulk lump sum programs. And while those conditions may be more temporal, we do think that plan sponsors have more options and will consider their options. And we are fortunate that they use us to consider those options..

And then Verita, you talked about the meaningful expansion there.

When will that be big enough to kind of influence organic growth?.

It's early days yet. We think we have a very good proposition. For Verita, we are launching it at a controllable size across a number of industry verticals. If the reception is as we hope, we will expand that to additional industries and additional geographies over time..

Thank you. Our next question or comment comes from Michael Zaremski from BMO. Mr. Zaremski, your line is open..

Hey, good morning. I guess back to the commentary about reinsurance. Clearly, we all appreciate that that's a great business. You guys did a great job in that business in the past. So it makes sense what you're saying.

I guess my question is, given that reinsurance has a great margin profile, it's seen -- by some investors it seen as being an expensive proposition to get into -- to grow into over time.

So, if that was the path Willis took, is it -- could it be done within the context of guidance, for the 2024 guidance? Or is that sacred? Or is this a board level conversation where you might be willing to change that guidance if the decision was to make this a big commitment?.

I think the way I would phrase it is it's within the context of the guidance we had. This is the strategic direction. And we look at what the potential path of spend and revenue might be in the context of our overall strategy. And yes, it's an attractive business, but there are other attractive possibilities as well.

We want to be judicious on how we approach any such decision..

Okay. That's helpful. And I guess, switching gears a bit, there's a lot of -- we can clearly see that margins improved more than expected with this quarter, which is great to see. And you had a lot of commentary about strengthened discipline on costs, but you've also had this expense program in place for a while.

Is just kind of – did something change recently that you've put, they're just more hitting the bottom line, or is it really just the operating leverage and the strategic hires and that dynamic really taking fold?.

It's actually all of that. Clearly, with the strong organic growth combined with the expense discipline and the transformation results, we generate strong margin accretion. We've been maintaining discipline with respect to our cost structure, especially as the inflationary environment has put pressure on some of our costs.

We did take some specific actions regarding travel expenses, looking at vendor spend and some targeted management of marketing costs.

In addition, as it specifically relates to the transformation program, now that we've optimized processes and improved our technology as part of that program, we've been able to take some workforce-related actions, which enhanced some of the leverage that you're seeing come through..

Thank you. Our next question or comment comes from the line of Shlomo Rosenbaum from Stefil. Mr. Rosenbaum, your line is open..

Hi. Thank you for taking my questions. I just wanted to ask a little bit about some of the comments on timing of expenses, benefiting margins in health and welfare segment.

Can you just give us a little bit more detail on what that was and how investors should consider that with regard to the fourth quarter expectations? Similarly, sometimes there's timing items that benefit organic revenue growth, like the survey work can sometimes move between third and fourth quarter, where you'll end up with software sales or something.

Was there anything unusual in terms of any of those things? So just kind of timing in both expenses and revenue?.

Yes, sure. Why don't I take you through the pieces of HWC's organic growth? There was 9% for the quarter. Across the segment there was strong demand driven by the complex macro environment, our strategic focus on cross-selling and data and analytics.

We feel very confident about the pipeline that we'll be able to finish off the year with good results in line with recent historical trends for Q4 growth.

Within BD&O, which had 14%, there was organic growth driven by new clients and increased compliance and other project activity and outsourcing and growth from higher volumes and placements of life and Medicare Advantage in individual marketplace.

In wealth, 7% was generated from higher levels of retirement work in North America and Europe, along with new client acquisitions and higher fees and investments. Health, which was 7% or 8% excluding the book of business headwinds.

There was organic growth driven by continued expansion of our global benefits management client portfolio, new local clients, expanded consulting work for existing clients and increased brokerage income.

Career, which was 8%, had organic growth driven by increased compensation survey sales, executive compensation, and other reward-based advisory services, including trade pay transparency and some change communication services.

Within BD&O, which had the 14% growth, I think it's important to point out what was driving that and what we might expect going forward. So that was driven, like I said, by both project work and outsourcing, as well as TRANZACT.

TRANZACT’s growth for the quarter is also timing related, and given that this is one of their lowest revenue quarters of the year-over-year impact becomes magnified. So, and again, the best way to think about TRANZACT's growth is on a full-year basis, and we expect that to be substantially similar to the full year 2022..

We've got a couple points of color commentary in there to address sort of Q2, Q3, Q4 differential. I mean, you talked about our survey business. Demand for there has actually stayed quite strong, and that's the fastest growing area within career. Within health, the uptick in healthcare costs did cause quite a bit of activity during the quarter.

I think that as you look to farther out, for managing healthcare costs will continue to be a priority for our client base, but now we're into sort of enrollment season, and largely sort of those design actions which were taken during Q2 and Q3 in anticipation of enrollment. That's not a Q4 activity typically for our client base.

So -- and then retirement, the business had an awful lot of delivery during the summer months and sort of effective strategic projects and some of the de-risking activity we talked about earlier in the call. So, we were very comfortable with longer-term prospects for the business..

What about the expense items, though? That's part of, like, the question. I see a lot of some of this you're discussing the revenue, but where there's some expense items, it seems like we're moving back.

Timing of some of them, can you just discuss what exactly that meant?.

Yes, nothing of note. It was primarily the expanded growth in the top line that was really flowing through to the margin is what you're seeing..

Okay. Thank you..

Thanks..

Thank you. Our next question or comment comes from the line of David Motemaden from Evercore ISI. Mr. Motemaden, your line is now open..

Thanks. Good morning. I just had a question on the R&B segment organic growth. I'm wondering if you could just size the contribution to organic growth from the new hires or the ramp-up of the hiring that you guys have done over the last several years. And also just wondering, I think we're 9 to twelve months into the ramp-up period.

So if we kind of pass the peak incremental contribution of the new hires. And so we'll just continue to get contribution going forward, incremental contribution going forward.

Would it'll just be at lower levels or am I not thinking about that right?.

Yes. So, we're not going to get into these specific contributions of recent hires. But to your latter point, we're 12 to 18 months in if you think about for the first cohort of folks that we had hired. And those are at or near expected production levels. However we did hire after that first round of hiring as well, it's been a continuous process.

So we do expect increasing contributions from enhanced productivity from those hires as time progresses. So we do think there's more room to run there..

Got it. But the big cohort I guess is fully ramped is what it sounds like.

Is that correct?.

The hiring process was a bit more continuous than that. So there's not just one big lump of people. All hired in the same quarter. It was a more gradual build-up. I think you may be sort of the way you're phrasing it. So I think we still and as we said, in terms of or re-productivity from the group as a whole..

Got it. Understood. And then just my follow-up. So I heard the commentary on the individual marketplace driving the health, wealth, career, organic and the 14 and in BDO, was TRANZACT was a driver there. It didn't look like that had adverse of an impact to free cash flow as I would have thought.

So, was there anything you did in the quarter to help minimize that impact? Or was it just too small of a revenue contribution number given what you said about it being a small base that it just didn't really have an impact on free cash flow in the quarter?.

Yes. I think two things there. One, it is relatively small contributor in that quarter overall.

The second thing I'd say is, one of our key focus areas has been to work to improve the free cash flow dynamics around TRANZACT, and that includes balancing our Medicare Advantage portfolio with the mix of products that have different or better free cash flow conversion profiles, things like life insurance policies.

So we are reorienting the portfolio a bit has helped enhance that profile of that business, and that's one of the steps that we're taking to get that business to be free cash flow positive over the next few years..

Thank you. Our next question or comment comes from a line of Yaron Kinar from Jeffries. Mr. Kinar, your line is now open..

Thank you. Good morning. Follow-up question on one of the comments you made on maybe curtailing T&E expenses and vendor spend. How do you – obviously, one of the challenges you have as managers is balancing between organic growth margin improvement and free cash flows.

Ultimately pushing that lever I would think could impact organic growth to some extent.

So how do you think about the two and the impact you would have on organic?.

Yes, good question. And the answer is, yes, we are balancing between things. But there are places with better just simply to be easier to cover others, right. Internal travel isn't directly tied to client revenue going to see clients. So we've just asked people to be smart about how they spend their travel dollar.

And just being a bit better organized can help tailoring several client visits together perhaps combined if you're a senior management with an office visit can be a far more productive spent. And I'm really pleased how our team has responded to the call for better discipline in this room..

That makes sense. Thank you. And then going back to the appetite for the reinsurance business or getting back into that business, I think one of the challenges that we've looked at from the outside is just scalability and also the absence of any very large assets that you could pursue inorganically.

So assuming that it is something that you'd want to pursue, ultimately does that have an impact on the business over the next few years? Or is it really going to be in build-out mode for a very long time before we actually see more substantial results?.

Yes. If there's something that we decide to act upon, we would expect to do so in a very thoughtful manner, recognizing the obligations and commitments that we've made. And we'll do so in a very disciplined fashion.

And we recognize the what the inorganic options look like and have to balance that from a strategic perspective with what an organic build might look like and the timescale for that. We just got to be disciplined and thoughtful about how we approach that if that is something that we decide to act on in the future..

Thank you. Our next question or comment comes from the line of Michael Ward from Citi. Mr. Ward, your line is now open..

Thanks guys. Good morning..

Would you start the question, Michael?.

Yes, sorry about that.

I was just wondering if you could maybe unpack the sources of organic growth acceleration in CRB, which global lines you see is driving organic growth the most over the next 12 months?.

Yes. So, if you look at our global lines there. In general we're having great success in the marketplace, probably the biggest differentiator is what's happening in rate. And I think it's pretty well known that D&O market particularly has seen significant rate reductions which does have an effect on our overall revenue in the area.

So, good results despite a headwind from rate in that particular line. We are seeing very good success across all our global lines. And I think it's -- what we say is, where we specialize we win and that's a good testament to that.

Probably the other area I call out is facing a headwind has been in our M&A business where simply there's been much less M&A activity. And so as a result our revenues in the area along with everybody else have been under pressure.

Of course this is a very interest rate sensitive business, so we've seen some benefit on the interest income side of the balance sheet that mitigates that..

Yes. And we did see solid performance across the broad portfolio, across all geographies. We did have a large increase in new business which we were very happy to see and versus prior year, and we also had really strong retention rates which did contribute to the top line.

And we do see very clearly the benefits of the specialization and focus, and we did see double-digit growth across almost all of our global lines of business this quarter..

Awesome. Thanks. And then maybe the cash flow improvement in the quarter. It was up over $200 million. I think with $75 from working capital.

Just wondering any actions you can call out, and if you could quantify the transformation in cash flow impact?.

Yes. So the improvement of 370 was primarily due to the non-recurrence of some of the prior year headwinds. We talked a little bit about the FX hedges, discretionary comp payments made in the past and some taxes. And those tailwinds were partially offset by the increased transformation program related costs.

We're continuing to expect an incremental increase of approximately $150 million in cash spent related to the transformation program and that's for the full year..

Thank you our next question or comment comes from the line of Mark Marcon from R.W. Baird. Mr. Marcon, your line is now open..

Good morning Carl, Andrew, I've followed you since the very first days of Watson Wyatt. I don't think I've ever seen a quarter where we had such a broad based improvement with regards to the organic growth rates across every single line of business.

I'm wondering, was there anything that has changed internally in terms of incentive systems, discussions with regards to goals objectives that led to such a broad based improvement. You mentioned that you're becoming more disciplined in terms of T&E.

But I'm wondering if that's part of a broader focus on operational discipline?.

We are trying to become a more disciplined organization. I think I've been saying that since we first announced the grow, simplify, and transform program in late 2021. We are – I'm very proud of the efforts that our colleagues have made to produce these results. And not me and Andrew, that is 46,000 plus of us all pointing in the right direction.

And it's nice when the stars align. But no, there's nothing in terms of underlying change in compensation programs, et cetera, that's driving this. It's 46,000 people's part..

It's always interesting when 46,000 all change over the course of a couple of quarters. So, the second question is, the guide for the full year basically implies a de-sell [ph]. You mentioned that is conservative. Obviously, BDO and TRANZACT are a huge swing factor with regards to the fourth quarter.

Can you just discuss – we only have two months and a few days left in this quarter.

Can you just discuss how does the enrollment season look? What are the trends? Is that the biggest swing factor that is basically keeping you from raising the full year guide given the strong momentum that we currently have?.

Yes. I think it's still way too early in enrollment season to make any predictions about trend, et cetera. We've been at this a while and I think it's a bit of a mug scheme. With respect to how we think demand is within the businesses. I think we alluded to that at a reasonably detailed level earlier in the call.

There is some activity that we enjoyed during the summer, especially with respect to benefit redesign and de-risking that just -- we don't expect to be as big a force in Q4. And the, BDO will do what BDO does in enrollment season..

Thank you. Our next question or comment comes from the line of Mark Shields from KBW. Mr. Shields, your line is now open..

Great. Good morning.

Can you hear me?.

Yes, Mark..

Okay. Sorry. My phone's been a little bit lumpy today. I guess first question, with respect to TRANZACT, I understand that it's still sort of generating negative cash flows.

Do we have line of sight in terms of when the annual negative cash flows don't get worse on a year-over-year basis?.

Sorry, I'm trying to answer your question.

When it won't get worse on a year-over-year basis?.

Right. In other words, I'm looking at two hurdles. One is, ultimately, cash flow positive.

But before that, I would imagine that it generates negative cash flow, but not as much as the prior year?.

Yes. That's right. It's becoming incrementally better every year until we get to being cash flow positive. So we do expect a positive trajectory from that business as we evolve the portfolio and take other actions..

Okay. And I just want to clarify something, because I may be misinterpreting it. On the last quarter call, I think, when you talked about some of the non-transformational expense efforts, the expectation was that would be clearer in the fourth quarter than in the third.

I just want to see whether that's still the case or whether it proved out faster than expected?.

Yes. I think some of it did prove out faster than expected, but we do expect that benefit to carry through to the fourth quarter. There may be a bit more to go there in some of the areas, but I'm very happy with the progress that we've made so far..

Thank you. Our next question or comment comes from the line of Brian Meredith from UBS. Mr. Meredith, your line is now open..

Hey, thank you. Carl, I'm just curious. Nominal GDP has stayed, I think, better than people anticipated, although I know there's some people saying that it's going to slow down at some point next year.

What are your clients saying? What's your crystal ball looking at on nominal GDP? And then, how does it factor into your 2024 guidance? Maybe you can just remind us on that, particularly with respect to revenues?.

Yes. As a company, we are well-positioned to weather macroeconomic uncertainty. And I think if you're asking a prediction for me on GDP, I think it's uncertain, but there's a range of actions that I think we're actually in pretty good shape to handle. Both WTW and our predecessor companies have been able to grow revenue during recessions.

Our clients are facing many uncertainties in this macro environment. Some of our clients have to navigate rising, sustained rising commercial insurance rates that the industry has been enduring amidst the current conditions.

Insurers are still pushing for premium increases, and that causes even greater challenges for our clients as they try and navigate complex risks. But our customized tools, our specialist approach in R&B ensures that the clients get the best return for their premium dollars across the entire portfolio of risk.

And I think that helps us position very well. On the HWC side, these same economic issues can cause our clients to have a more intense need for sound advice and risk management solutions, whether it's pension de-risking or coping with healthcare inflation.

So our clients look for help in navigating these issues, and that creates opportunities that drives demand for our services around benefits, pensions, and workforce management..

Got you. Thank you. And then my second question, there's been some chatter, I think this quarter about some of the major brokers getting back in the wholesale insurance brokerage business.

I'm just curious what your thoughts are with respect to, is that an opportunity maybe for you all to get back into?.

We don't speculate about potential transactions, and I would consider wholesale a transaction, not an extension of what we're doing..

Thank you. Our next question or comment comes from the line of Joshua Shanker from Bank of America. Mr. Shanker, your line is now open..

Yes. Thank you very much. I was wondering if you can give any color, I mean, you're a bunch of different businesses on the broking side.

How are things looking in the middle market here in the United States? How are things looking in your, I guess, I would call them international businesses in some of your places where you're dominant in Francophone countries and whatnot? Can you give us a little color on the geographical differences in performance? I know you say it's broad-based, but I mean, not everything's moving at the exact same gearing, I assume..

Yes. There are some differences in our results around the world, right? I would first point out, we don't have a dominant business anywhere, but we have strong businesses in many places. Growth has been, I think, quite good in both international and Europe, and we are seeing our U.S.

business perform very well in the revamp we've done over the last months to reorganize the business across industry lines.

Andrew did talk a little bit in the beginning of the call about relative performance in the geographies, but we do see that our specially-led approach has really led to very good results in a number of countries within Europe, strong results in Latin America, and as I said, the North America revamp we've made is working well..

And just a quick modeling question, should we assume in 2024 that the book of business sales have basically run their course?.

Yep, I think that's a fairly safe assumption at this point in time. We do expect it to look like the historical average. I did mention in my prepared remarks that we did expect a bit in Q4. Some of that timing, as always, can be uncertain and it can slip, but it should not make a material difference to 2024..

Thank you. Our next question or comment is a follow-up from Mr. Shlomo Rosenbaum from Stiefel. Mr. Rosenbaum, your line is now open..

Thank you. I had a couple just kind of housekeeping questions, probably for Andrew.

First, just in the move up in interest rates in September, is there kind of any update that we should think about in terms of pension income expectation for 2024? And then also, the non-operating income line seemed to have spiked up a little to $66 million in the quarter.

I don't know if that's from the gain of sale, they got just out of the net got just out of the net income, but is there something material in that line item that spiked it positively in the quarter?.

Yes. So first on the pension side, as we've mentioned before, the increase in interest rates and decline in capital market return did create a significant headwind to some of the pension income dynamics.

We continue to expect pension income of about $112 million in 2023, and for 2024, we'll update our expectations there in our fourth quarter call after the annual remeasurement process. However, based on current market conditions, we don't expect the pension headwinds to subside.

And on your question related to the other income line item, the big component that you're seeing there is a gain on the sale of our Saville Assessment business..

Thank you. I'm showing no additional questions in the queue at this time, I would like to turn the conference back over to Mr. Carl Hess for any closing remarks..

Thank you all, again, for joining us today. We do appreciate the continued support of all of our stakeholders. I especially want to reiterate my thanks to all of WTW's colleagues around the globe for their continued hard work and dedication. The results of which are evident in this third quarter performance.

I am proud of their results, and I look forward to working together to keep the momentum going as we finish the year strong. Have a great day..

Ladies and gentlemen, thank you for participating in today's conference. This concludes the program. You may now disconnect. Everyone have a wonderful day..