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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(D) OF THE
SECURITIES EXCHANGE ACT OF 1934
Date of report (Date of earliest event reported): November 2, 2007
Willis Group Holdings Limited
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(Exact Name of Registrant as Specified in Its Charter)
Bermuda
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(State or Other Jurisdiction of Incorporation)
001-16503 98-0352587
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(Commission File Number) (IRS Employer Identification No.)
c/o Willis Group Limited
Ten Trinity Square
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London EC3P 3AX, England
(Address of Principal Executive Offices)
(44) (20) 7488-8111
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(Registrant's Telephone Number, Including Area Code)
Not Applicable
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(Former Name or Former Address, if Changed Since Last Report)
Check the appropriate box below if the Form 8-K filing is intended to
simultaneously satisfy the filing obligation of the registrant under any of the
following provisions (see General Instruction A.2. below):
[ ] Written communications pursuant to Rule 425 under the Securities Act
(17 CFR 230.425)
[ ] Soliciting material pursuant to Rule 14a-12 under the Exchange Act
(17 CFR 240.14a-12)
[ ] Pre-commencement communications pursuant to Rule 14d-2(b) under the
Exchange Act (17 CFR 240.14d-2(b))
[ ] Pre-commencement communications pursuant to Rule 13e-4(c) under the
Exchange Act (17 CFR 240.13e-4(c))
Item 7.01 Other Events
As previously announced, on November 2, 2007, Willis Group Holdings Limited
("Willis") hosted its Investor Day in New York City. The audio webcast and
accompanying slide materials for this Investor Day are archived at the Investor
Relations section of www.willis.com under "Presentations".
During the conference, Willis reaffirmed its Shaping Our Future strategy and
long term financial goals. A copy of the Press Release describing the event is
attached as Exhibit 99.1 to this Report on Form 8-K and is incorporated herein
by reference.
This information shall not be deemed "filed" for purposes of Section 18 of the
Securities Exchange Act of 1934, as amended (the "Exchange Act"), or
incorporated by reference in any filing under the Securities Act of 1933, as
amended, or the Exchange Act, except as shall be expressly set forth by specific
reference in such a filing.
Item 9.01. Financial Statements and Exhibits.
(c) Exhibits.
99.1 Press Release of Willis dated November 2, 2007.
SIGNATURES
Date: November 2, 2007. By: /s/ Adam G. Ciongoli
------------------------------
Name: Adam G. Ciongoli
Title: General Counsel
EXHIBIT INDEX
Exhibit No. Description
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99.1 Press Release of Willis dated November 2, 2007.
EXHIBIT 99.1
Willis Group Reaffirms Shaping our Future Strategy and
Long Term Financial Goals
Board Authorizes New $1 Billion Stock Buy Back Plan
NEW YORK--(BUSINESS WIRE)--Nov. 2, 2007--Willis Group Holdings
(NYSE:WSH), the global insurance broker, reaffirmed its Shaping our
Future strategy and long term financial goals at its Investor Day
today in New York City.
In a half-day session, Chairman and CEO Joe Plumeri and the Willis
senior management team highlighted the tangible results of its Shaping
our Future strategy, a series of initiatives designed to deliver
profitable growth. Adjusted operating margin in 2007 is expected to be
approximately 24 percent, up from 21 percent in 2005. The Company has
decided to further invest in 2008 in key profitable growth
initiatives. Therefore, the Company expects adjusted operating margins
of 24 percent in 2008 and then expand in 2009 and 2010 to reach its
previously stated goal of 28 percent or more.
Willis will continue to proactively manage capital to maximize
shareholder value. The Board approved a new $1 billion stock buy back
plan. This authorization replaces the Company's previously announced
$1 billion buy back plan and its remaining $308 million authorization.
The buy back is an open-ended plan to purchase, from time to time in
the open market or through negotiated trades with persons who are not
affiliates of the Company, shares of the Company's common stock.
The Company also provided long-term financial guidance and expects
to deliver adjusted EPS in the range of $2.60-$2.70 in 2007,
$2.85-$2.95 in 2008, $3.30-$3.40 in 2009, and $4.00-$4.10 in 2010.
These figures include $0.15 accretion in 2008 increasing to $0.30 by
2010 via share buy backs.
"Willis expects to deliver breakout growth and performance and
increased efficiency," said Mr. Plumeri, "We will proactively manage
capital and we fully believe that the best investment is ourselves. We
continue to execute our successful Shaping our Future strategy. The
additional investments we expect to make in 2008 will set the stage
for an even stronger Willis."
Mr. Plumeri and the senior executive team outlined in detail their
plans for further investments. The Company is considering investing
$30-$50 million. Targeted growth areas include MGAs, Specialisms such
as Energy and Construction, Emerging Markets including China and
Russia, and Reinsurance Capital Markets.
The audio webcast and accompanying slide materials for this
Investor Day will be archived at the Investor Relations section of
www.willis.com under "Presentations."
Willis Group Holdings Limited is a leading global insurance
broker, developing and delivering professional insurance, reinsurance,
risk management, financial and human resource consulting and actuarial
services to corporations, public entities and institutions around the
world. Willis has more than 300 offices in some 100 countries, with a
global team of approximately 16,000 employees serving clients in some
190 countries. Additional information on Willis may be found at
www.willis.com.
This press release contains certain "forward-looking statements"
within the meaning of Section 27A of the Securities Act of 1933, and
Section 21E of the Securities Exchange Act of 1934, which are intended
to be covered by the safe harbors created by those laws. These
forward-looking statements include information about possible or
assumed future results of our operations. All statements, other than
statements of historical facts, included in this press release that
address activities, events or developments that we expect or
anticipate may occur in the future, including such things as our
outlook and guidance regarding future operating margin and adjusted
EPS, future capital expenditures and share buybacks, business
strategies, competitive strengths, goals, the anticipated benefits of
new initiatives, growth of our business and operations, plans, and
references to future successes are forward-looking statements. Also,
when we use the words such as "anticipate", "believe", "estimate",
"expect", "intend", "plan", "probably", or similar expressions, we are
making forward-looking statements.
Many risks and uncertainties may impact the matters addressed in
these forward-looking statements. Many possible events or factors
could affect our future financial results and performance, including
those set forth in the Risk Factors section of our Annual Report on
Form 10-K filed on February 28, 2007. These could cause our results or
performance to differ materially from those we express in our
forward-looking statements. Although we believe that the assumptions
underlying our forward-looking statements are reasonable, any of these
assumptions, and therefore also the forward-looking statements based
on these assumptions, could themselves prove to be inaccurate. In
light of the significant uncertainties inherent in the forward-looking
statements included in this press release, our inclusion of this
information is not a representation or guarantee by us that our
objectives and plans will be achieved.
Our forward-looking statements speak only as of the date made and
we will not update these forward-looking statements unless the
securities laws require us to do so. In light of these risks,
uncertainties and assumptions, the forward-looking events discussed in
this press release may not occur, and we caution you against unduly
relying on these forward-looking statements.
There are important uncertainties, events and factors that could
cause actual results to differ materially from those in the
forward-looking statements contained in this presentation, including
regional, national or global political, economic, business,
competitive, market and regulatory conditions and the following:
-- our ability to implement and realize anticipated benefits of
the Shaping Our Future initiative and other new initiatives,
-- the extent and timing of, and prices paid in connection with,
any share repurchases under existing or future programs,
-- our ability to retain existing clients and attract new
business, and our ability to retain key employees,
-- changes in commercial property and casualty markets, or changes
in premiums and availability of insurance products due to a
catastrophic event such as a hurricane,
-- volatility or declines in other insurance markets and the
premiums on which our commissions are based,
-- impact of competition,
-- fluctuations in exchange and interest rates that could affect
expenses and revenue,
-- rating agency actions that could inhibit ability to borrow
funds or the pricing thereof,
-- legislative and regulatory changes affecting both our ability
to operate and client demand,
-- potential costs and difficulties in complying with a wide
variety of foreign laws and regulations, given the global scope of our
operations,
-- changes in the tax or accounting treatment of our operations,
-- our exposure to potential liabilities arising from errors and
omissions claims against us,
-- the results of regulatory investigations, legal proceedings and
other contingencies, and
-- the timing of any exercise of put and call arrangements with
associated companies.
The foregoing list of factors is not exhaustive and new factors
may emerge from time to time that could also affect actual performance
and results. See also the Risk Factors section of our Annual Report on
Form 10-K filed on February 28, 2007.
This press release includes supplemental financial information
which may contain references to non-GAAP financial measures as defined
in Regulation G of SEC rules. We present such non-GAAP supplemental
financial information, as we believe such information is of interest
to the investment community because it provides additional meaningful
methods of evaluating certain aspects of the Company's operating
performance from period to period on a basis that may not be otherwise
apparent on a GAAP basis. This supplemental financial information
should be viewed in addition to, not in lieu of, the Company's
condensed consolidated statements of operations for the three and nine
months ended September 30, 2007.
Non-GAAP Measures
Adjusted operating margin is defined as adjusted operating income
to total revenues. Adjusted operating income is defined as operating
income excluding gains or losses on disposals and other one-time
items. For 2005 excludes charges for regulatory settlements and
related legal and administrative expenses of $60 million, $20 million
additional charge to increase legal provisions and $28 million of
severance costs.
Adjusted earnings per share (adjusted EPS) is defined as adjusted
net income per diluted share. Adjusted net income is defined as net
income excluding net gain/loss on disposal of operations.
CONTACT: Willis Group Holdings
Investors:
Kerry K. Calaiaro, +1-212-915-8084
kerry.calaiaro@willis.com
or
Media:
Valerie Di Maria, +1-212-915-8272
valerie.dimaria@willis.com