Willis Towers Watson Public Limited Company

Willis Towers Watson Public Limited Company

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Q4 FY2013 · Earnings Call TranscriptFebruary 12, 2014

APIChat

Operator

Welcome, and thank you, all, for standing by. [Operator Instructions] I would also like to inform all participants that today's conference is being recorded.

If you have any objection, you may disconnect at this time.

Operator

I would now like to turn today's conference over to Mr. Peter Poillon.

Thank you, sir. You may begin.

Peter Poillon

Thank you, and welcome to our fourth quarter 2013 earnings conference call, which is being hosted by Dominic Casserley, Chief Executive Officer of Willis Group Holdings. A webcast replay of the call, along with a slide presentation to which we'll be referring, can be accessed through our website.

If you have any questions after the call, my direct line is +1 (212) 915-8084. Please note that we may make certain statements relating to future results which are forward-looking statements as that term defined on the Private Securities Litigation Reform Act of 1995.

Such statements are subject to certain risks and uncertainties that could cause actual results to differ materially from historical results or those estimated or anticipated. These statements reflect our opinions only as of today's date, and we undertake no obligation to revise or publicly update them in light of new information or future events.

Please refer to our SEC filings, including our annual report on Form 10-K for the year ended December 31, 2012, and for the year ended December 31, 2013, which we expect to file by the end of February and subsequent filings, as well as our earnings press release for more detailed discussions of risk factors that may affect our results. Copies may be obtained from the SEC or by visiting the Investor Relations section of our website.

Peter Poillon

Also, please note that certain financial measures we use on the call are expressed on a non-GAAP basis. Our GAAP results and GAAP to non-GAAP reconciliation can be found in our earnings press release and slides associated with this call.

I'll now turn the call over to Dominic.

Dominic Casserley

Welcome, and thank you for joining our quarterly conference call. By now you've had a chance to read the news release that we put out last night and have a copy of our slides at the ready.

With me today are Michael Neborak, Chief Financial Officer; Steve Hearn, our Deputy CEO and Head of Willis Global; Tim Wright, Head of Willis International; and Todd Jones, Head of Willis North America. As usual, we will be happy to answer your questions after Mike and I offer our introductory remarks.

Dominic Casserley

So let me turn to an overview of our results. This quarter we continued making steady progress in growing our top line, delivering 3.7% organic growth, a number that looks even better when given some added context.

You know from our press release that we had some revenue recognition adjustments that reduced organic growth in the quarter. So if you exclude those adjustments, we actually achieved organic growth of 4.8%.

We are pleased with that growth, and it is on top of the 7.5% we delivered in the fourth quarter of 2012.

Our full year number for organic commissions and fees growth was 4.9%. All of our business contributed well to that performance, with Global at 5.6%, North America at 4.9% and International at 4.1%.

If you exclude those fourth quarter adjustments I just mentioned, organic growth for the year was 5.1%. All in all, our associates around the globe did a great job delivering consistent growth in 2013.

Our team is hard at work building on that success in 2014 and beyond, and we'll talk about some of the things we're doing in that regard later in my remarks.

Now specifically on the fourth quarter. Our reported GAAP earnings were $0.37 per diluted share, and adjusted earnings were $0.42.

That $0.05 difference relates to an increase in the valuation allowance on our deferred tax asset, which Mike will dive into during his remarks.

Our adjusted earnings per share of $0.42 compared to -- compares to $0.45 a year ago. We have to remind you, for the last time, I'm happy to say that, that isn't an apple-to-apples comparison for how we did in the quarter.

Had we accrued our bonuses during 2012 instead of amortizing retention awards, those fourth quarter 2012 adjusted earnings would have been $0.07 lower or $0.38 versus the $0.42 we achieved in the fourth quarter of 2013.

Now let's spend a few minutes looking at each of the businesses in some detail. I'll start with Willis North America.

North America achieved organic growth in commissions and fees of 5.8% in the fourth quarter and 4.9% for the full year 2013. This was a significant improvement over the previous year, for which Todd Jones and his team deserve a lot of credit.

North America has offered its challenges over the years, but this is the fifth consecutive quarter of growth in North America. Looking back at 2013, the business has grown very consistently throughout the year.

Our revenue recognition adjustment increased fourth quarter commissions and fees by approximately $5 million or about 160 basis points of the organic growth. Beyond that, North America's growth was, again, largely driven by new business wins and also helped by improved retention.

Rates during the year remained positive. In the fourth quarter and to this early point in 2014, we are seeing a leveling out of rates in North America and even some declines in some areas.

We estimate that about 50 basis points of our growth in the fourth quarter of 2013 was attributable to overall rate improvement.

Growth in North America was well distributed geographically, with good results in the Metro, New York, New Jersey area and the West, Atlantic and Midwest regions. We also recorded good growth across a number of industries and practices, including financial services, real estate and mergers and acquisitions.

We also continue to see good growth in our Construction Practice.

In our Human Capital practice, organic growth was flat in the fourth quarter, affected in part by seasonality. Having said that, there's a good story evolving with Human Capital and benefits for Willis.

With organic growth of nearly 6% in 2013, the practice performed very well, and we are confident about our ability to grow it further. As we discussed with you on the last call, the Willis Advantage, our health care exchange designed around our midsized corporate clients, has attracted interest among current clients and prospects alike.

We are now engaged in discussions with about 600 prospects for our exchange, of which about half are new to the practice. We believe that the opportunity for growth in this business, both inside the U.S.

and outside, is substantial. We recently announced the launch of our global Human Capital & Benefits practice under Tim Wright, in addition to his Willis International duties, that brings together all of our efforts in the space under one roof.

You should expect to see a coordinated global strategy aimed at delivering the very best of Willis to our clients and increasing our share of this large and growing market.

Let's now move to Willis International. Willis International grew 3% in the fourth quarter, bringing organic growth for the full year to 4.1%.

However, that doesn't really tell the full story of International's growth this quarter as a revenue recognition adjustment in China reduced commissions and fees by $15 million. Excluding the impact of that adjustment, International's organic growth would have been 510 basis points higher or 8.1%.

This was truly an outstanding result from the International team.

Let me provide a little detail on the regions that comprise that business. In Western Europe, we had a very good quarter, with high-single-digit growth, driven by strong new business and solid retention.

This is a laudable result given the generally weak economic conditions in the countries where we have a big footprint. The positive results were spread across the region, with Denmark, Germany and Italy leading the way.

In Eastern Europe, we recorded low-double-digit growth, primarily driven by a strong performance in Russia. Latin America grew solidly once again, with low-double-digit organic growth.

Strong growth in Chile and Venezuela, as well as moderate growth in Brazil were drivers in the quarter.

Now Asia was down in the quarter due to the adjustment in China that I mentioned earlier. The adjustment aside, however, Asia's underlying performance was very good, with strong double-digit growth.

A number of businesses in the region performed well, with very good results in Hong Kong and Singapore.

Australasia, which I had the pleasure of visiting in November, had another solid quarter, with mid-single-digit growth and positive results in both Australia and New Zealand. You've heard us talk in the past about challenges we've experienced in Australasia, but I saw firsthand how the team is working to put those issues behind them.

Finally, in the U.K., our business was down very low single-digits in the quarter as our effort to reshape that business under David Martin continued. You might have read our recent announcement, in which we have combined, under David, our U.K.

retail operations with our specialties division which will now come under Willis Global. We expect this powerful combination to drive greater client value and cross-selling opportunities, thereby accelerating the performance of our business in the U.K.

Let's now focus on Willis Global, which comprises Willis Re, Specialty, Placement and Willis Capital Markets & Advisory. Willis Global recorded organic growth of 1.4% in the fourth quarter and full year growth of 5.6%.

We all knew that the fourth quarter was going to be challenging for Global, given how Willis Capital Markets & Advisory saw so much of its 2012 deal flow coincidentally come to fruition in the final quarter of that year, with over $12 million of revenues. As we shared with you before, WCMA is a lumpy business.

It has a very healthy pipeline, but the timing of the major transactions they work on is not ours to control. So if you exclude WCMA from Global's results, the businesses grew at 4.6%.

This was largely driven by the Specialty businesses, which grew mid-single digits on the back of strong growth in Property & Casualty and Construction and Financial and Executive Risks. These results were partially offset by declines in marine and energy and aerospace.

Willis Re was down very low single digits. In fact, it was almost flat in its seasonally smallest quarter.

North America and international reinsurance were down slightly, partially offset by an increase in specialty reinsurance. The fourth quarter sees few renewals in reinsurance, so that rate movement that you read about had minimal impact on the quarter's results.

However, we expect that lower rates will bring some varying headwinds in 2014. I would expect the North America property cat, typically renewing in the second quarter, to be most affected.

Our 1st View report, which we published in January and which is available on our website, offers a detailed discussion on our views of rates in the reinsurance market.

Looking at our full year 2013 results. I'm satisfied with improvements we've made companywide, both financially and operationally, which are in line with many of the targets that we laid out at our Investor Conference in July.

We achieved solid mid- to single-digit organic growth across all 3 of our segments, the first time we've done that since 2006. And while expense growth outpaced revenue growth, we feel good about how and where we deliberately invested, in the best people, systems and positioning our firm for the long-term.

Importantly, our cash flow from operations grew to more than $560 million. As we said in July, it's not our expectation that we hit the targets we set every quarter, rather that we achieve them on average over the medium term.

All of the changes we put in place in the second half of 2013, changes which we continue to announce and implement, are designed to do just that.

I also feel very good about the progress we've made on our strategic initiatives. As you saw in our news release yesterday, I discussed some of the important changes we've made, many made since we convened on our last earning call in November.

Across the company, our associates can feel the pace quickening. Our clients are beginning to see a more connected Willis serving their needs.

We've also announced some acquisitions that we believe improve our position in certain markets, acquisitions that we expect will be cash flow generative. And we've also announced divestitures of nonstrategic or underperforming assets.

These are things we told you we'd do back in July, and that work continues.

Most gratifying to me is the enthusiasm I see for these changes among our clients and throughout the Willis organization. It makes me all the more confident about the direction in which we are headed.

With that, I'll turn it over to Mike to discuss the rest of the financial results. I'll return later with final comments before turning it over to you for questions.

Michael Neborak

Thank you, Dominic, and good day, everyone. In reviewing the numbers, all comparisons are made to Q4 2012 and full year 2012 unless otherwise stated.

As noted in other earnings calls this year, our change in the compensation policy to bonus accrual distorts the comparison to prior periods' expenses and therefore, to prior periods' EPS and operating margin. This quarter, that difference was about $15 million or $0.07 per diluted share and 180 basis points of operating margin.

I'll walk through those impacts as we go through the numbers. I will also be referring to the slide presentation frequently that we posted to our website.

Michael Neborak

As Dominic mentioned, we delivered organic commissions and fee growth of 3.7% across the group. As you can see on Slide 3, North America led the way with 5.8% growth.

International grew 3% and Global grew 1.4% in its seasonally smallest quarter.

Total organic growth was negatively impacted by 110 basis points from the 2 adjustments we made to conform our revenue recognition policy across the company. First, in North America, we adjusted C&F up by $5.3 million.

Previously, we have accounted for our Personal Lines' direct build business on a cash basis because it comprises a large volume of low-value policies. However, through better quality underlying data, we are now able to move this to an accruals basis in line with the rest of the group.

Second, in International, we adjusted C&F down by $14.7 million in China. We have been continuing to recognize revenue on the accepted local GAAP basis used by our China operation since we acquired it.

As that business has grown and matured, we have now aligned its revenue recognition to the rest of the group.

Let me now turn to the financial results for the quarter on Page 4 of the presentation. Our adjusted EPS came in at $0.42 this quarter, compared to $0.38 last year after normalizing Q4 2012 for the change in our remuneration policy.

On the same basis, operating income was basically flat at $150 million, and our adjusted operating margin declined 100 basis points. These results reflect strong operating performance in Willis North America and International.

They also reflect lower adjusted tax rate for the group. Offsetting these results were lower operating income in Global, higher average shares outstanding and a higher loss from our Associates line.

Global's performance was impacted by a number of things

first was a change to bonus accounting; second was a lower revenue from Willis Capital Markets, which Dominic mentioned; third was a small decrease in reinsurance revenue; and fourth were investments in personnel for our reinsurance and placement organizations. For the group, in the quarter, foreign exchange movements had a positive $0.01 per share impact on EPS.

Global's performance was impacted by a number of things

Now let's take a look at some of the metrics for all of 2013, which you can see on Slide 5. Full year results showed solid organic C&F growth of 4.9%.

After normalizing 2012 results for the change in compensation policy, adjusted EPS increased $0.26 to $2.64 from $2.38. On a same basis, operating income grew modestly from $704 million to $730 million.

And looking at the adjusted operating margin, it declined 20 basis points to 20%.

It's important, I think, to look at our results in this retrospective view, which is how we analyze them internally. Seen in this way, we achieved good revenue growth in excess of 5% and EPS growth of approximately 11%.

We're mindful, however, that our expenses grew 5.7% on an underlying basis, which served to compress our margin by 20 basis points.

To drill down into the expense numbers in more detail, please turn to Slide 6. Underlying growth in total operating expenses in Q4 was 9.9%.

On a like-for-like comparison of our expense base, that number shows growth of 7.6% after adjusting for the change in compensation policy. That expense growth was higher than in the first 3 quarters, which averaged close to 5%.

Let me talk for a few minutes about the drivers of that fourth quarter growth. First, salaries and benefits.

Slide 7 reminds us of the quarterly impact of changing our compensation policy. As we've said before, our S&B expense for all of 2012 would have been $48 million higher had we been accruing for annual cash bonuses as we are doing now instead of amortizing retention awards.

The impact to the fourth quarter 2012 was $15 million.

Turning to Slide 8. You'll see that underlying S&B expense increased 10.7%, of which 320 basis points stemmed from the change in remuneration policy. On a like-for-like comparison, underlying S&B expense was up 7.5%. This was above our recent S&B growth, which ranged from 4% to 6% over the past 3 quarters. The main drivers of that growth, you've heard us talk about on recent calls

first, a combination of headcount increasing by about 3% since the start of 2013; second, the impact of annual salary increases; and third, increased production incentives that accompanied the growth in commissions and fees that we have been reporting.

Turning to Slide 8. You'll see that underlying S&B expense increased 10.7%, of which 320 basis points stemmed from the change in remuneration policy. On a like-for-like comparison, underlying S&B expense was up 7.5%. This was above our recent S&B growth, which ranged from 4% to 6% over the past 3 quarters. The main drivers of that growth, you've heard us talk about on recent calls

The headcount growth has been strategically directed at regions and products where we see growth opportunities, such as emerging and developing markets, reinsurance operations and in placement facilities. Most of the headcount growth came in the second half of the year.

In addition, beyond the normal growth factors I've mentioned, we boosted our 401(k) match in North America, thereby adding to benefit expenses. In doing that, we accrued a full year increase in the fourth quarter.

And like many companies, we also incurred higher medical cost in North America due to increased claims. And in International, we hired some proven producers in key markets that had sign-on incentives as part of the deal.

Added together, those 3 items elevated S&B by approximately $10 million or 180 basis points.

On Slide 9 you'll see the quarterly comparison of our other operating expenses. On an underlying basis, this grew 7.1% in the quarter.

The growth in this area was driven primarily by higher professional fees, marketing and business development expenses. Depreciation expense for the quarter was $26 million, up from $20 million last year and above recent trends, driven by costs associated with a number of IT projects that came online during the quarter.

In addition, we rolled off $2 million of unamortized balances of systems and other assets we replaced. Recall that our initial expected run rate for depreciation in 2013 was $24 million to $25 million per quarter.

This typically happens. Some projects were delayed in coming online, so the run rate was lower until this quarter.

All this activity, of course, affects our operating margins. Looking at them on the apples-to-apples basis that I referred to earlier, the first quarter operating margin was down 50 basis points.

The second quarter was flat. The third quarter was up 100 basis points, and the fourth quarter was down 100 basis points.

The 4 quarters together resulted in the full year 2013 operating margin being down 20 basis points compared to 2012.

Looking ahead, we expect quarterly variability again in 2014. While the variability is expected, we are focused squarely on delivering what we laid out last year, 70 basis points of spread between revenue growth and expense growth on average over the medium term.

Now on taxes. The reported tax rate this quarter was 29% because we booked a further valuation allowance against our North American deferred tax asset.

We established that valuation allowance back in Q4 2012 when we recorded the goodwill impairment charge that put our U.S. operations in a 3-year cumulative loss position.

The impact of that valuation allowance was a higher tax provision of $9 million or $0.05 per share this quarter, representing the entire reconciliation between reported and adjusted EPS. You should note, as we've said before, that the additional tax expense is noncash, and it will turn around sometime in 2015 as part of the entire valuation allowance, which will reverse when North America records enough income to emerge from the 3-year cumulative loss corridors [ph].

When that occurs, we will report a lower or even negative booked tax expense.

After adjusting out the impact from the increased valuation allowance, the fourth quarter tax rate was 21%, which was in line with our expectations. For 2014, our tax rate should fall between 22% and 24%, but that range is very sensitive to the geographic mix of income.

It's worth stating again that the quarterly tax rates could vary meaningfully from the full year rate. In 2013, the overall tax rate was 20% on an adjusted basis, but the quarterly rate ranged as low as 19% in Q1 and as high as 24% in Q3.

Moving now to the Associates line. The fourth quarter of 2013 showed a loss of $11 million, compared to a loss of $7 million a year ago.

That is slightly better than what we had anticipated as the cost of completing the operation review at Gras Savoye came in a little lower than expected. So for the full year 2013, the Associates line was 0 instead of a full year loss of $1 million to $3 million that we anticipated.

For 2014, we expect the Associates line to return to a profit in the range of $10 million to $15 million. Seasonality of income should be consistent with prior years, meaning, the majority of Gras Savoye's income will be recorded in the first quarter followed by flat, with net operational losses in the Associates line over the remainder of the year.

Let me wrap up with some comments on the balance sheet and cash flow. As shown on Slide 10, we ended the fourth quarter with $796 million of cash, up $173 million for September 30 and almost $300 million from last year.

Total debt outstanding, again, was $2.3 billion, down slightly from last year. And at year end, our $800 million revolver was undrawn.

Cash generated from operations during 2013 was $561 million, up $36 million from 2012. The fourth quarter contribution to that was $195 million, down slightly from Q4 last year due to changes in working capital.

Other points to highlight include our CapEx spend in 2013 was $112 million, down from $135 million in 2012, mostly due to project timing. For 2014, we expect capital expenditures to come in between $120 million and $135 million.

Finally, employee options exercises added $155 million to the cash balance in 2013.

Thanks, again, for your patience as I've walked through these numbers. And with that, I'll turn the call back to Dominic.

Dominic Casserley

Thanks, Mike. I want to follow on Mike's conversation about our cash balances.

We told you, at our Investor Conference, that we will use our cash in ways that we think are in the best interest of our shareholders. That could encompass a range of possibilities, including investing selectively into the company to drive growth.

We did that in 2013 as we made highs [ph] in growing businesses and regions and improved our technology and analytics. This is obviously reflected in our expense growth.

Dominic Casserley

Second, strategic acquisitions. We cautiously did some of that in 2013 and already this year.

We expect that to be part of our rhythm.

Third, increased dividend. We've increased our dividend now for the past 3 years, with the increase announced yesterday being our largest since 2006.

This indicates the confidence we have in our business strategies and our ability to drive strong cash flow.

And finally, share buybacks. As you saw in our release, the buyback we announced yesterday is intended to offset the increase in shares outstanding from employee option exercises in 2013.

It's our intention that we will continue this practice moving forward.

With that, let's now turn to the next part of this call by answering your questions. Operator, may we be please begin the Q&A?

Operator

[Operator Instructions] Jay Gelb with Barclays.

Jay Gelb

First, I just wanted to touch base on organic revenue growth, 5% for the year. You mentioned a few headwinds largely driven around P&C insurance and reinsurance pricing.

I'm thinking the economy recovering could be partially offsetting that. So just trying to get your perspective on whether 5% organic revenue growth is still a decent run rate for the company overall.

Dominic Casserley

The -- as you know, we don't give guidance on our major line items. We continue with what we said in July.

Our expectations for this company are mid-single-digit revenue growth and 70 basis points spread to expenses. That's what we said in July, and it still our expectation for the company of the medium term.

Jay Gelb

Okay. And then that -- on the positive operating leverage, that's good to hear that you're still upbeat about your ability to achieve that.

But if we look at the full year, the adjusted margin actually declined by 20 basis points. So to what extent is your comfort on the ability to expand margins be -- and keeping in mind we're starting off of a lower-than-expected base in 2013?

Dominic Casserley

Yes, it's obviously the right question. I'm very comfortable with this.

We're focused, as you know, on driving cash flow. And we need to be driving cash flow at a good clip during -- over the medium term.

That has to be a combination of steady revenue growth. We simply cannot drive the cash flow we need unless we are growing, as I said, in the mid-single-digit revenue number on a sustained basis.

You just don't get the cash flow growth over a sustained period unless you are able to do that. But in order to also do that, we -- mid-single-digits without some operating leverage does not deliver the cash flow we want.

I'm very comfortable that we have been deliberately invested. So the expense growth you saw, which resulted in a 20 basis points decline in margin for the group over the year, is not the result of random expense growth.

It is a result of very deliberate decisions we have made to invest in growth for the medium term. And so I'm very comfortable that, now that we have a steady revenue momentum and we are investing to continue that revenue momentum, that our ability to create that operating leverage is well in place.

But obviously, it's -- legitimately, it's ours to prove, but I'm very comfortable.

Operator

Our next question comes from Bob Glasspiegel with Janney.

Robert Glasspiegel

Your -- with the 20 basis point decline in year 1, and I think you articulated 70 bps over 5 years unevenly or 350 bps by the fifth year. So does that mean you have to do 90 bps a year for 4 years to catch up, or was 2013 a reset year in your mind?

Dominic Casserley

Now look, I said -- I don't want to get tied to 70 exactly, right? I think we actually said a minimum of 70, right?

So, we're going to aim to deliver the right growth over the medium term, to deliver, again, what I'm really focused on here, what we all collectively are really focused on, which is growing cash flow, okay? And you can do the math, right?

If you do the math -- if our revenue growth was to slip, we'd actually have to get an even bigger margin increase, and that's why we're so focused on making sure our revenues keep clicking along. Because if our revenues keep clicking along with the right spread, we can get the performance.

So we have to do both, and that's why we've been investing for the medium term here. But don't -- if I were you, I wouldn't get very focused on it's exactly 70 basis points, multiply it by x years and you get the number, right?

Obviously, we position that as the number we need to achieve, but we're really focused on growing our cash flow. That's the number I want us to see growing every year.

Robert Glasspiegel

Well, I'm with you on cash flow. And moving to that, I wonder if you could go through sort of the 3 legs of pension, which is sort of what's -- what was the balance sheet adjustment year end?

What's the funding changes prospectively from roughly $150 million drag it's been over the next 3 to 5 years perhaps? And is there an EPS pickup from less headwind in 2014 from pension?

Dominic Casserley

Mike?

Michael Neborak

All right. Thank you, Bob.

So I'll make a couple of points to address those questions. First, pension funding should be down modestly in 2014, but I think the benefit of good asset returns and higher discount rate's more apparent in 2015.

And the reason I say that and reason for the delay is that we have to go through a process with the independent trustees in the U.K., and our funding agreements with the trustees will be renegotiated during 2014. So in 2013, we made cash contributions into our pension plans of about $150 million, of which $100 million was related to the U.K.

So we will see some benefit in 2014, but I would consider it to be modest, again, with the apparent benefit coming more in 2015. And then with respect to the P&L impact from some of the changes that we have going forward, the annual pension expense in 2014 will decrease probably between $5 million and $10 million.

And then I think the last point that you -- or the first point that you asked was related to the accumulated or the OCI loss that we have in the stockholders' equity section of the balance sheet. So the year-over-year change in that was a positive $160 million.

So we improved it by $160 million, of which $120 million was related to our pension activity.

Operator

The next question is from Thomas Mitchell with Miller Tabak.

Thomas Mitchell

Actually, it looks like you had a pretty good quarter when you take everything out. One of the issues that we focused on is growth in revenues per share concomitant with flat or rising operating margins as the key to stock performance.

And we're interested in your outlook. Given your statement about buying back the added shares due to stock options, whether that means that we might have double-digit increases in revenues per share in 2014 if we combined mid-single-digit growth in revenues with recouping the 5% dilution that we had from fourth quarter to fourth quarter due to shares outstanding?

Dominic Casserley

Yes. Well, obviously, Thomas, that slightly depends on what happens with option exercises during 2014.

So what I think we've laid out is a process where it is our intention to sort of immunize, if you like, the stock accrete over time by buying back shares based upon option exercises. Whether we will do that on a concurrent basis or look at the end of each year and decide, "Okay, for -- if we had option exercise of x in 2014, that means we need to buy back y in 2015," we need to look into.

But we clearly understand that -- I mean, some of the metrics you were talking about, revenues per share, obviously, EPS, et cetera, are affected by our share count. And what we're saying to you, I think, very clearly is that we do not want, as a group, to be issuing equity, which is obviously the most expensive form of capital that we could issue, we don't want to be issuing equity by chance.

If we ever have to issue equity -- and please, do not take that as a prediction that we will -- but if we ever want to issue, we'd want to do that on a deliberate basis rather than having it rip out year-by-year by accident by the exercising of options. So that's how we think about that.

Operator

Your next question comes from Mike Nannizzi, Goldman Sachs.

Michael Nannizzi

I guess one thing I'm trying to reconcile a bit, I mean, I guess, the idea that revenues grow faster than expenses will expand margin, I mean, that makes sense. But it looks like this quarter you invested for growth, which weighed on margins.

And so I'm just trying to understand -- I mean, as you -- is that something you expect to do, whether it's hiring people or paying upfront bonuses to bring teams on or whatever that is? How should we think about margin improvement if that activity continues?

Does that mean it's a matter of you reaching scale in these particular initiatives for that margin improvement to kind of follow through?

Dominic Casserley

Well, clearly, Mike, it's an excellent question because if we were to tell you that we were planning to continue to invest in hiring people ahead of revenues forever, that would be a bad answer in terms of what happened to our margin. We said very clearly that each -- you have to look over the medium term.

And this particular quarter, we had a series of investments, which I think Mike laid out in some detail, in particular businesses. But obviously, we hope they will drive -- it's our plan that they will continue to drive revenue growth and that we will have -- be able to manage our expenses, that's our plan, while continuing to invest and manage our expenses to create a gap over the medium term of those sort of 70 basis points per annum average that we've talked about.

So we are fully cognizant that a growth policy, right, which repeated the fourth quarter of 2013 on an ongoing basis will produce a very unpleasant result over time, right? So we fully understand that.

Michael Nannizzi

So how should we think then about, like a payback period, if that's the right way -- because it sounds like that's how we should maybe think about it is you will occasionally make investments where you see some greenfield opportunity or some runway for improvement. You'll do your ROI math, you'll make the investment and then you will kind of look to see that growth fall after.

So like what -- how should we think about that return period for investments that you made this quarter, for example?

Dominic Casserley

I would like to be able to tell you that it's an investment, like some big project, of building a bridge for a city or something and here's the return, the results of multiple investments. By the way, we've been investing throughout 2013, right?

We've been investing throughout 2013. We just had a series of negotiations with -- opportunities come to fruition in the fourth quarter, right?

Sort of plump [ph] if you like. But we are investing through 2013, and we will continue to invest throughout 2014.

The trick, of course, is to be able to free up other expenses so that we have space for those investments. And that's what we're obviously focused on, making sure that as we invest in new capabilities, new analytics, new systems, new teams, we're also taking costs out of the installed base to free up space for those investments.

So I wouldn't -- if I were you, I wouldn't think about it of, oh, there's a blip in investment in a quarter, what's the payback. This is a continuous investment in our client-facing capabilities, and we are obviously looking very hard at taking costs out of the rest of the organization to create productivity improvements to allow us to make those investments.

Michael Nannizzi

Got it. And just -- any update on Gras Savoye?

Or can we get an update also on just kind of the operating performance that they've experienced this quarter?

Dominic Casserley

Yes. I mean, Gras Savoye -- generally, I think we're very pleased with the progress Gras Savoye is making.

As you heard from Mike, they have now completed the operational review and made some very important changes in their operating model and their expense base. That is done.

And we now are, therefore, focused on assisting them and helping them grow the top line. So that when we come to make our decision, which, as you know, is really the spring of next year, we want to be looking at not only a more productive but also a growing asset.

When it fully -- if we can make that decision and it fully becomes a member of the Willis family, we would also hope to be able to rev up that revenue growth even more because we'll really be able to work as a member of the family, and that will be the case for the investment. But we definitely are very pleased with the progress that Gras Savoye made in 2013, completely on target in terms of the cost restructuring.

And now that team is focused on taking that more productive phase [ph] and growing the revenues in their core markets, which you know are, obviously, France, the sixth largest insurance market in the world; in Africa; the Middle East; and parts of Eastern Europe; and 1 or 2 assets in Asia. And we are, obviously, trying to help them do that.

Operator

Our next question is Mark Hughes with SunTrust.

Mark Hughes

Could you give us a little insight into how Global is shaping up for the first quarter reinsurance given the puts and takes there? How was organic perhaps trending?

And then, in the Capital Markets business, how's the backlog and the [indiscernible] business there?

Dominic Casserley

So let me hand over to Steve Hearn, the Head of our Global business, to talk about that.

Steven Hearn

Thanks, Dominic. I guess, the question is partly what happened in Q4 in terms of Willis Re and is that going to continue.

I think, as Mike said quite clearly, we had a small decrease in our reinsurance revenue. In fact, Q4 is very much our smallest quarter for Willis Re, with just over 10% of our annual revenue.

We're very dominant in international reinsurance market, as I'm sure you know, which makes Q1 a particularly big quarter for us and Q2 quite a large quarter. We actually had a very good Q4 in 2012 for Willis Re, so we had that issue as well in terms of '13, so down a tiny bit of money in Q4.

Full year, we, again, smashed our 2 peer competitors in terms of growth rate and margin. So we had a great year in Willis Re.

And frankly, I see nothing different in terms of where we move forward. Dominic said, and I'll repeat it, we don't give forward-looking guidance, but we do see continued strong performance from Willis Re.

I guess in there, probably in your question as well, is impact of new capital and maybe what's happening there and what impact will that have on the rating environment. It will have an impact on rating environment.

It certainly is a headwind at one level, and that is having an impact. We've seen that at 1/1.

Refer you, as we said, to the website to get more detail of 1st View from our reinsurance colleagues. But so are a whole host of other things impacting the reinsurance world.

An absence of significant reinsured losses, obviously, being the most critical, interest rates, economic growth, M&A and fundamentally lots of higher retentions from insurers. But it's also an enabler for us.

Clients need advice, and when insurers are retaining more, they often look to the intermediary, but particularly, the analytical and consultative reinsurance broker to them, and we're very well placed in that regard. So we feel good about Willis Re.

Second question, in terms of capital markets, I'd categorize Q4 '12 as great, and Q4 '13 was good, in fact, above our budget. But as we keep saying, Willis Capital Markets is a lumpy business.

That is a lumpy sector and a lumpy business. So yes, of course, some of the pipeline that we might have hoped would turn up in Q4, we hope will turn up in Q1 and moving forward, but we can't be certain of that.

We are absolutely doing everything we can to maximize what is a very strong pipeline. We feel good about that business in the future.

Mark Hughes

Thanks for that color. On the flat Human Capital performance in the fourth quarter, was that new business, rates, retention?

What accounted for that?

Dominic Casserley

Let me turn to Todd Jones to talk about -- now we're talking about Human Capital in North America, right, specifically? So our Human Capital & Benefits business outside North America continues to grow very nicely.

But Todd, why don't you talk about that particular quarter?

Todd Jones

Yes. Mark, it was really a function more of sort of the seasonality in that business.

I think as we look at where that business is, Dominic had mentioned for the full year, the 6% organic growth and what we see both in terms of the activity, pipelines and sort of new business that it's generating, feel great about its prospects in 2014 and got an awful lot accomplished in 2013 to set us up for a good 2014 as well.

Operator

Our next question is Brian Meredith with UBS.

Brian Meredith

Yes, a couple of questions. Actually, Todd, can I -- I just want to follow on to that one.

Does the ACA [ph] or some of the issues going on there have any impact on your Human Capital business? And kind of what's growth prospects?

Because the clients may be in decisions in buying and stuff.

Todd Jones

Yes. Brian, it absolutely does.

I mean, Dominic had mentioned, he gave you some stats around activity for the Willis Advantage, which includes our existing client base that are interested in sort of fully understanding the exchange model, not just our model but the models that exist outside of Willis. And then the prospect activity, obviously, has been off the charts.

And so we've been spending a tremendous amount of time kind of in the education game, I'd say. And we will -- we continue to see that as an opportunity into 2014.

It's clearly, as you know, a very evolving subject. So I suspect it's going to kind of continue to involve -- evolve, I should say, both from the provider side, the carrier side and the intermediary.

So we'll continue to stay poised to try and take advantage of it. We're focused on that midmarket segment, think we've got a very unique proposition there, and we're excited about where we're heading.

But yes, it creates, to your initial question, a tremendous amount of opportunity for sure.

Brian Meredith

Great. And then the second question, maybe with respect to investment spending, is it possible to give us just kind of what your CapEx budget is for '14?

Michael Neborak

Yes. I think, Brian, I mentioned on the call between $120 million and $135 million in 2014.

Operator

Meyer Shields of KBW, your line is open.

Meyer Shields

Two quick questions, if I can. One, Mike, you talked earlier about an increased 401(k) match in the fourth quarter that accounted for the full year increase.

Should we expect that to be more evenly distributed in 2014?

Michael Neborak

Yes, it will be distributed evenly in each of the first, well, the 4 quarters during 2014. So, yes.

Meyer Shields

Okay. And is that just a North American issue or does it go beyond that?

Michael Neborak

No, it's a North America issue. It's not only within Todd's business.

It also has some implications for our Global business that has a presence in North America as well, but it's more concentrated in our North America retail business.

Meyer Shields

Okay. And do you have an estimate for what the actual growth in share count is likely to be before the offsetting impact of repurchases?

Michael Neborak

Well, a lot of that depends on how many options you get exercised during 2014, which we don't know. So to answer your question, what we're looking to do basically with the announced share buyback is to reduce the outstanding count by about 5 million shares from where it is today.

And then the difference between what that result gets and where we end up will relate to the option exercise that will take place during 2014, which Dominic mentioned. Our goal is to immunize against those as well, but that will be handled outside of what we announced in the $200 million buyback.

Operator

Alex Lopez [ph].

Unknown Analyst

I guess this is directed to Steve. Steve, I was wondering if you can give us a progress report in some of the top line initiatives for Global, specifically Global 360, Global Solutions, i.e., catering to the larger accounts.

And also, your cross-sell initiative.

Steven Hearn

Okay. Thanks, Alex [ph].

And we have others, but I can certainly comment on those 3. 360, we have operational on our London specialty portfolio.

As you know, that's providing new capacity -- additional capacity in terms of our London specialty book. We are operating with a carrier at the moment and intend to have other carriers join us.

In fact, we had a healthy pipeline of capacity interest in operating specifically on G360 in London and, in fact, have consideration in terms of extending that capability elsewhere around the world. We're taking our time.

We're being very thoughtful in terms of the way that we're going about this. We say we have a healthy supply, but we need to be sure it's a sustainable supply and provides positive outcome, sustainably, for our customer base.

So we feel good about where we are and watch the space. We expect further announcements in due course.

In terms of Global Solutions, which, you will recall, is about increasing our penetration of the largest accounts in the world, not just a feature of Willis Global. It's actually a feature of Willis.

And they're following the work that we did on strategy last year, the initiation of what we now describe as connecting Willis, which is working with Willis International, Willis North America and Willis Global in terms of getting our industry, geography and broking colleagues to work much closer together in terms of providing better outcomes for our customers. And again, I feel very good about where we've got to there in terms of progress.

We've made 5 industry -- global industry appointments, half a dozen global product appointments and are now rolling out that strategy around the entire organization. In fact, next week, in Atlanta, we'll be doing it to North American leadership group.

So good progress there. And your final point, I think is, cross-selling, which is something we do every day that we possibly can and again, of course, goes back to that connecting Willis strategy.

Operator

Next question is Josh Shanker with Deutsche Bank.

Joshua Shanker

I just wanted to go back to the topic of investments versus personnel a little bit. Obviously -- and I don't want to put words in your mouth.

A year ago, you said that you could add personnel through changing personnel, that you wouldn't need to net add personnel to get the scale you need to grow. Is that still the case?

Dominic Casserley

Thanks for your question. We did add about 3% to our headcount during 2013 very selectively.

Now that's a mixture of different things. It's investments in some of our highest-margin businesses, which you've heard us talk about.

It's also we've increased our headcount in Mumbai, which is our processing and analytical center we have where we've basically been moving rolls [ph] from high cost locations into the Mumbai space, and that can actually have, over time, a positive impact on our cost base. So I've said all along to you that we are growing company, okay?

We need to be a growing company, and we're trying to grow our top line by mid-single digits. We grew our revenues 5%.

We grew our headcount at 3%. And my expectation is as we drive our productivity improvements, we will continue to see, as I hope, strong revenue growth and productivity effects, which will start to mean we're able to drive that revenue growth without driving headcount at exactly the same pace.

But during the year, we grew by 3%. But as I say, that's a mixture of multiple different things, many of them hiring key people to drive revenues going forward, others hiring people to enable us to manage our overall expenses.

Again, I want to emphasize that our focus is on growing our cash flow every year, right? Because that is what we believe drives shareholder value, and so we're very much focused on that metric.

Joshua Shanker

I'm totally sympathetic with the cash flow argument. I'm just trying to understand a little better, should we expect, probably, to net add personnel in 2014?

Dominic Casserley

I would not be surprised if we did.

Operator

And there are no other questions from the phone lines at this time, sir.

Dominic Casserley

Thanks very much. Well, thank you very much, everybody, for taking part on our call.

We greatly appreciate your interest in our firm, and we look forward to talking to you about our progress in 2014.

Operator

This does conclude the conference for today. All participants may disconnect at this time.

Thank you.