UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 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): July 30, 2013
Willis Group Holdings Public Limited Company
(Exact name of registrant as specified in its charter)
Ireland | 001-16503 | 98-0352587 | ||
(State or other jurisdiction of incorporation) |
(Commission File Number) |
(IRS Employer Identification No.) |
c/o Willis Group Limited, 51 Lime Street, London, EC3M 7DQ, England and Wales
(Address, including Zip Code, of Principal Executive Offices)
Registrants telephone number, including area code: (011) 44-20-3124-6000
Not Applicable
(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:
¨ | 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 | Regulation FD Disclosure. |
As previously announced, on July 30, 2013, Willis Group Holdings Public Company Limited (the Company) will host an Investor Conference in New York City, with presentations and webcast to commence at 1:00 p.m. Eastern time. A live audio and video webcast of the conference, together with downloadable presentation materials, will be available through a link in the Investor Relations section of the Companys website at www.willis.com.
The presentation will include a set of slides, which is attached as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated by reference in this Item 7.01. In addition, on July 30, 2013, the Company issued a press release regarding the Investor Conference, which is attached as Exhibit 99.2 to this Current Report on Form 8-K and is incorporated by reference in this Item 7.01.
The information contained in Item 7.01 of this Current Report on Form 8-K (including Exhibit 99.1 and Exhibit 99.2) are being furnished and shall not be deemed filed for the purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the Exchange Act), or otherwise subject to the liabilities of that Section. Such information shall not be incorporated by reference into any registration statement or other document pursuant to the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by specific reference in any such filing.
Item 9.01 | Financial Statements and Exhibits |
(d) | Exhibits |
Exhibit |
Description | |
99.1 | Willis Group Holdings Public Limited Company July 30, 2013 Investor Conference presentation slides. | |
99.2 | Willis Group Holdings Public Limited Company Press Release issued July 30, 2013. |
SIGNATURES
Pursuant to the requirement of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
Date: July 30, 2013 | WILLIS GROUP HOLDINGS PUBLIC LIMITED COMPANY | |||||||
By: | /s/ Adam L. Rosman | |||||||
Name: | Adam L. Rosman | |||||||
Title: | Group General Counsel |
INDEX TO EXHIBITS
Exhibit |
Description | |
99.1 | Willis Group Holdings Public Limited Company July 30, 2013 Investor Conference presentation slides. | |
99.2 | Willis Group Holdings Public Limited Company Press Release issued July 30, 2013. |
Investor
Conference
July 30, 2013 I
New York
Willis Group Holdings plc.
Exhibit 99.1 |
Disclaaimer
Important disclosures regarding forward-looking statements
Investor Conference, New York, July 30, 2013
2
These presentations contain certain forward-looking
statements within the meaning of Section 27A of the
Securities Act of 1933, and Section 21E of the Securities
Exchange Act of 1934, which are intended to be covered by
the safe harbors created by those laws. These forward-
looking statements include information about possible or
assumed future results of our operations.
All statements, other than statements of historical facts,
included in this document that address activities, events or
developments that we expect or anticipate may occur in the
future, including such things as our outlook, potential cost
savings and accelerated adjusted operating margin and
adjusted earnings per share growth, future capital
expenditures, growth in commissions and fees, business
strategies, competitive strengths, goals, the benefits of new
initiatives, growth of our business and operations, plans,
and references to future successes are forward-looking
statements. Also, when we use the words such as aim,
anticipate, believe, estimate, expect,
intend, plan, probably, or similar expressions, we are
making forward- looking statements.
There are important uncertainties, events and factors that
could cause our actual results or performance to differ
materially from those in the forward-looking statements
contained in this document, including the following: the
impact of any regional, national or global political,
economic, business, competitive, market, environmental or
regulatory conditions on our global business operations; the
impact of current financial market conditions on our results
of operations and financial condition, including as a result of
those associated with the current Eurozone crisis, any
insolvencies of or other difficulties experienced by our
clients, insurance companies or financial institutions; our
ability to implement and realize anticipated benefits of any
expense reduction initiative, charge or any revenue
generating initiatives; volatility or declines in insurance
markets and premiums on which our commissions are
based, but which we do not control; our ability to continue to
manage our significant indebtedness; our ability to compete
effectively in our industry, including the impact of our refusal
to accept contingent commissions from carriers in the non-
Human Capital areas of our retail brokerage business;
material changes in commercial property and casualty
markets generally or the availability of insurance products
or changes in premiums resulting from a catastrophic event,
such as a hurricane; our ability to retain key employees and
clients and attract new business; the timing or ability to
carry out share repurchases and redemptions; the timing or
ability to carry out refinancing or take other steps to
manage our capital and the limitations in our long term debt
agreements that may restrict our ability to take these
actions; fluctuations in our earnings as a result of potential
changes to our valuation allowance(s) on our deferred tax
assets; |
Disclaimer
Important
disclosures
regarding
forward-looking
statements
continued
Investor Conference, New York, July 30, 2013
3
any fluctuations in exchange and interest rates that could
affect expenses and revenue; the potential costs and
difficulties in complying with a wide variety of foreign laws
and regulations and any related changes, given the global
scope of our operations; rating agency actions that could
inhibit our ability to borrow funds or the pricing thereof; a
significant decline in the value of investments that fund our
pension plans or changes in our pension plan liabilities or
funding obligations; our ability to achieve the expected
strategic benefits of transactions, including any growth from
associates; further impairment of the goodwill of one of our
reporting units, in which case we may be required to record
additional significant charges to earnings; our ability to
receive dividends or other distributions in needed amounts
from our subsidiaries; changes in the tax or accounting
treatment of our operations and fluctuations in our tax rate;
any potential impact from the US healthcare reform
legislation; our involvements in and the results of any
regulatory investigations, legal proceedings and other
forward-looking statements are reasonable, any of these
assumptions, and therefore also the forward-looking
statements based on these assumptions, could themselves
prove to be inaccurate. In light of the significant
uncertainties inherent in the forward-looking statements
included in this presentation, our inclusion of this
information is not a representation or guarantee by us that
our objectives and plans will be achieved. Our forward-
looking statements speak only as of the date made and we
will not update these forward-looking statements unless the
securities laws require us to do so. In light of these risks,
uncertainties and assumptions, the forward-looking events
discussed in this presentation may not occur, and we
caution you against unduly relying on these forward-looking
statements.
contingencies; underwriting, advisory or reputational risks
associated with non-core operations as well as the potential
significant impact our non-core operations (including the
Willis Capital Markets & Advisory operations) can have on
our financial results; our exposure to potential liabilities
arising from errors and omissions and other potential claims
against us; and the interruption or loss of our information
processing systems or failure to maintain secure
information systems.
The foregoing list of factors is not exhaustive and new
factors may emerge from time to time that could also affect
actual performance and results. For additional information
see also Part
I, Item
1A Risk Factors included in Willis
Form
10-K for the year ended December
31, 2012, and our
subsequent filings with the Securities and Exchange
Commission. Copies are available online at
http://www.sec.gov or on request from the Company.
Although we believe that the assumptions underlying our |
Disclaimer
Important disclosures regarding non-GAAP measures
Investor Conference, New York, July 30, 2013
4
This
presentation
contains
references
to
non-GAAP
financial measures" as defined in Regulation G of SEC
rules. We present these measures because we believe
they are of interest to the investment community and they
provide additional meaningful methods of evaluating certain
aspects of the Companys operating performance from
period to period on a basis that may not be otherwise
apparent on a generally accepted accounting principles
(GAAP) basis. These financial measures should be viewed
in addition to, not in lieu of, the Companys condensed
consolidated income statements and balance sheet as of
the relevant date. Consistent with Regulation G, a
description of such information is provided below and a
reconciliation of certain of such items to GAAP information
can be found in our periodic filings with the SEC. Our
method of calculating these non
-GAAP financial measures
may differ from other companies and therefore
comparability may be limited. |
Overview
Dominic Casserley
CEO Willis Group Holdings plc
Investor Conference, New York, July 30, 2013
5 |
Global risk advisor and broker
POTENTIAL
Solid fundamentals and room for growth
Where and How to compete
EXECUTION
SUCCESS
Growing revenues with positive operating
leverage to improve cash flow and deliver
compelling shareholder returns
Investor Conference, New York, July 30, 2013
6
1
2
3 |
Global risk advisor and broker
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7 |
Global risk advisor and broker
$3.5 billion
in revenues globally
17,500
associates
400
offices
90
countries
Investor Conference, New York, July 30, 2013
8 |
Global risk advisor and broker
2012
revenue
-
$3.48
billion
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9
North America
International
Global
38%
32%
30% |
Global interconnected core
North
American
Client
Covers specialty risk
International Client
Energy
Specialty
Client
Served by an international office
Covers North American risk
Investor Conference, New York, July 30, 2013
10
GLOBAL
SPECIALTY |
Agenda
13:00
13:40
13:40
14:00
14:00
14:15
14:15
14:30
14:30
15:00
15:00
15:30
15:30
16:00
16:00
16:45
Overview: Dominic Casserley
Finance Overview: Michael Neborak
Q&A
Break
Willis North America: Todd Jones
Willis International: Tim Wright
Willis Global: Steve Hearn
Wrap up and Q&A
Investor Conference, New York, July 30, 2013
11 |
Why risk?
Why risk?
Setting the context
Why risk advisory and broking?
Why Willis?
12
Investor Conference, New York, July 30, 2013 |
Attractive long-term structural drivers for the sector
Source: UN, EIA, Munich Re
Expanding middle class
TODAY
2030
4.8 billion
5% CAGR
Urbanization
TODAY
2030
4.9 billion
2% CAGR
World GDP
$139 trillion
TODAY
2030
3% CAGR
Property & Casualty market
$2.4 trillion
2012
2020
5% CAGR
Total insurance market
$6.5 trillion
2012
2020
5.9% CAGR
Investor Conference, New York, July 30, 2013
13 |
An
expanding set of risks Supply chain uncertainty
Investor Conference, New York, July 30, 2013
14 |
An
expanding set of risks Cyber security
Investor Conference, New York, July 30, 2013
15 |
An
expanding set of risks Seismic activity
Investor Conference, New York, July 30, 2013
16 |
An
expanding set of risks Extreme weather
Investor Conference, New York, July 30, 2013
17 |
An
expanding set of risks Income statement
Balance sheet
Cash flow
Boardroom
Investor Conference, New York, July 30, 2013
18 |
Setting the context
Investor Conference, New York, July 30, 2013
19
Why risk?
Why risk advisory and broking?
Why Willis? |
From product provider to risk advisor
Client
Insurer
Client
Insurer
Investor Conference, New York, July 30, 2013
20
Advisor Broker
Broker |
Setting the context
Why risk advisory and broking?
Why Willis?
Why risk?
Why Willis?
Investor Conference, New York, July 30, 2013
21 |
Willis has strong fundamentals
Investor Conference, New York, July 30, 2013
22
(1) 2011 figures |
Our potential
5%
Average = 3%
Average = 5%
Organic C&F
growth
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23
C&F
Interest income
Other income
$2.3
$2.3
$2.4
$2.6
$2.8
$3.3
$3.3
$3.4
$3.5
$1.9
2004
2005
2006
2007
2008
2009
2010
2011
2012
H1 2013
23% |
What is the plan?
Where
to
compete
Investor Conference, New York, July 30, 2013
24 |
We
will rebalance towards faster growth geographies and sectors
Illustrative and not to scale. Revenue is region of origin not BU reporting.
Geographic revenue mix 2012
Potential geographic revenue mix 2017
Other
developed
markets
Developing
markets
North
America
North
America
Other
developed
markets
Developing
markets
Investor Conference, New York, July 30, 2013
25
49%
17%
34%
38%
28%
34% |
Innovation
Connection
Investment
What is the plan?
Where
to
compete
Investor Conference, New York, July 30, 2013
26
Geography
Sector
Client segment |
We
will segment our client offering, focusing on value
SME Accounts,
Affinity, Personal
Dedicated operations
Commercial network
Product to meet needs
Large Corporate
Accounts
Growing priority
Global proposition
Industry expertise and analytics
Trusted advisor
Product and solution neutral
Deep analytical understanding of Risk
Insurers
Investor Conference, New York, July 30, 2013
27
Mid-Market
Corporate Accounts
Continued development
Local delivery of global expertise |
Geography
Client segment
Innovation
Connection
Investment
What is the plan?
Where
to
compete
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28
Sector |
We
will build business lines around our sector strength
Aerospace
Energy
Healthcare
Mining
Leisure
Construction
Financial
Services
Marine
Real Estate
Utilities
Renewables
Life Sciences
Reinsurance
Tech
Media
Telecom
Agribusiness
Investor Conference, New York, July 30, 2013
29 |
The opportunity in human capital /
employee benefits
Source : United Nations Department of Economic and Social Affairs/Population
Division World Population to 230 Diabetes
Cancer
Obesity
Dementia
Healthcare innovation
Aging
population
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30
39%
54%
7%
0-14
25-64
65
2000
20%
64%
16%
0-14
25-64
65
2050
Challenges |
The opportunity in human capital /
employee benefits
Very strong middle market and
selected large corporate
franchise in North America
Strong position
in other markets
Significant multinational
client base
Growing well in our
focused areas
Healthcare focused
business globally
3% Developing markets
2% Developed markets
9% North America
We estimate global market to be ~$29 billion
Willis line of business breakdown
Investor Conference, New York, July 30, 2013
31
86%
P&C
14%
EB |
What is the plan?
Sector
Geography
Client
segment
Innovation
Connection
Investment
Where
to
compete
How
to
compete
Investor Conference, New York, July 30, 2013
32 |
Connection
leading to more cross-selling
Improved cross-sales targets
Offer incentives
Training and development
Relocation of skills
Retail network use global specialties
Increased geography: geography cross-sales
Improved retention
Client wins from a connected offering
Investor Conference, New York, July 30, 2013
33
The opportunities
Improving connectivity |
What is the plan?
Investor Conference, New York, July 30, 2013
34
Sector
Geography
Client segment
Connection
Investment
How
to
compete
Innovation |
Investor Conference, New York, July 30, 2013
35
Competing on analytics and innovation |
What is the plan?
Sector
Geography
Client segment
Innovation
Connection
Where
to compete
How
to compete
Investor Conference, New York, July 30, 2013
36
Investment |
Investment criteria
Economics
Revenue Growth
NPV
Earnings accretion
Little or no capital risk
Competitive position
Strong and leading
competitive positions
Link to Willis value add
Sustainable talent proposition
Fit
Operational fit
Sustainable
business
managed
regulatory / reputational risk
Cultural fit
Inorganic
Prioritize our growth geographies, segments and industries
Seek and maintain strong competitive positions
Exit lower performing / lower growth businesses
Organic
Redeploy resources to higher growth areas
Build new products with clear returns
Recruit and train required talent
Focus on NPV and earnings accretion
Investor Conference, New York, July 30, 2013
37 |
Gras Savoye
an attractive option
Investor Conference, New York, July 30, 2013
38
Geographical revenues
2012 revenue: ~$430m
France
Rest of
world
Company overview
Market leader for over 25 years
28 offices in France
Offices in 44 countries
3,800 employees worldwide
Willis has a 30% ownership stake with
an option to acquire 100% in 2016
Source :Gras Savoye, Swiss Re, Munich Re
71%
29% |
Gras Savoye
an attractive option
Investor Conference, New York, July 30, 2013
39
Source :Gras Savoye, Swiss Re, Munich Re
Option
decision
April
2015
exercisable
June
2016
Increase stake from 30 to 100%
NPV
Earnings accretion
Decision process
~$430m revenue
Recovery of French economy
short term and long term
prospects
Growth in International business
Management turnaround plan
Revenue and cost synergies
Leadership position in France
Strong in Paris and most successful
regional broker
~30% ex-France footprint in
growing markets (Eastern Europe,
Africa, Middle East and Asia)
France is a top-5 insurance market
Working together for over
35 years
Utilize Willis network in more than
120 countries
Cross business line coverage
Large client relationships
Ownership stake for 16 years
Economics
Competitive position
Fit |
Executing our strategy on the ground
Where
to
compete
How
to
compete
NORTH AMERICA
GLOBAL
INTERNATIONAL
Investor Conference, New York, July 30, 2013
40
Geography
Client segment
Sector
Connection
Innovation
Investment |
Management
incentives
aligned
to
shareholder
value
creation
Long-term incentive program
Annual incentive program
Profit over 3 year period
Investor Conference, New York, July 30, 2013
41
Adjusted EBITDA $ growth
By excluding depreciation and amortization,
avoids in year
impact from decisions taken years
previously
Adjusted EBIT $ growth with cost of capital
modifier for acquisitions / divestitures
Excludes M&A impact within 12 months
% organic commission and fee growth
Revenue
% organic commission and fee growth
Revenue over 3 year period
Profit |
Growth with discipline
Mid-single digits revenue growth
Mid-teens total shareholder return
Positive margin
Investor Conference, New York, July 30, 2013
42
Expense growth
70+
bps
Revenue growth |
Cash allocation strategies
Invest in the business for growth
M&A
Generate a steadily rising dividend
Repurchase shares
Maintain investment grade
Investor Conference, New York, July 30, 2013
43 |
Global risk advisor and broker
Solid fundamentals and room for growth
1
Where and How to compete
2
Growing revenues with positive operating
leverage to improve cash flow and deliver
compelling shareholder returns
3
Investor Conference, New York, July 30, 2013
44
POTENTIAL
EXECUTION
SUCCESS |
Financial Overview
Michael Neborak
Group CFO Willis Group Holdings plc
Investor Conference, New York, July 30, 2013 |
Key takeaways
2
Investor Conference, New York, July 30, 2013
Key takeaways
Willis Group is a growing, highly profitable,
cash generative
business
1
Accelerating earnings growth should generate an increasing
amount of capital for value-creating opportunities
3
We have a disciplined approach to cost
management that will drive operating margins
2
Clear priorities for capital allocation
5
4
We
have
a
healthy
balance
sheet
to
support
our
expected growth |
Willis is a growing company
3
Investor Conference, New York, July 30, 2013
5%
Average = 3%
Average = 5%
Organic C&F
growth
Interest income declines 80%
$18 million
$96 million
$2.3
$2.3
$2.4
$2.6
$2.8
$3.3
$3.3
$3.4
$3.5
$1.9
2004
2005
2006
2007
2008
2009
2010
2011
2012
H1 2013
C&F
Interest income
Other income
Willis is a growing company
Interest income declines 80% |
4
Investor Conference, New York, July 30, 2013
Target at least 70 basis points spread between revenue and cost growth
Strategic framework
2012 adjusted expenses
Amortization
Depreciation
Other
operating
expenses
Salaries
& benefits
Cost discipline
Collaboration between key business leaders
and monthly review of expenses
1
3
2
Productivity improvements
Increased utilization of low-cost hubs
Prioritization of investment
Invest in high growth areas and scale back in low
growth areas
75%
20%
3%
2%
Disciplined cost management |
5
Investor Conference, New York, July 30, 2013
Cashflow
available for
shareholder
value creation
Revenue
Cash from Op.
activities before
pension funding
$3,480
$668
Flattening of capital expenditures and pension funding
Potential
(1)
For illustrative purposes only; not drawn to scale.
Organic investment, M&A,
dividends, debt management
and share repurchases
Funding of defined benefit
plans and capital expenditures
2012
2017 E
¹
0
200
400
600
800
1000
1200
Large and growing pool of capital
available to create shareholder value |
6
Investor Conference, New York, July 30, 2013
Committed to maintaining our investment grade rating
Capital structure
Leverage ratio
(1)
Includes impact from acquisition of HRH as of 10/1/2008.
$1.7
$2.0
$2.3
$2.3
Dec. 31, 2012
Jun. 30, 2013
Total equity
Long-term debt
3.8
2.7
2.5
2.6
2.6
2.6
2008
¹
2009
2010
2011
2012
LTM 2013
Debt / adjusted EBITDA
Capitalization |
7
Investor Conference, New York, July 30, 2013
Maturity profile
Enhanced flexibility from extending maturities
5-year term loan, scheduled amortization: $15m annually 2013-2016, $23m in
2017, balance due in 2018 Revolver
Notes
$500
$207
$300
$500
$600
$300
$350
Scheduled debt maturities
Opportunity
to extend
maturities to
later years at
lower rates |
8
Investor Conference, New York, July 30, 2013
Invest in the business for growth
M&A
Generate a steadily rising dividend
Repurchase shares
Maintain investment grade
Cash allocation strategies |
9
Investor Conference, New York, July 30, 2013
1
2
3
4
5
Willis Group is a growing, highly
profitable, cash
generative
business
We have a disciplined approach to cost
management that will drive operating margins
Accelerating earnings growth should generate an increasing
amount of capital for value-creating opportunities
We
have
a
healthy
balance
sheet
to
support
our
expected growth
Clear priorities for capital allocation
Key takeaways |
Willis North America
Investor Conference, New York, July 30, 2013
Todd Jones
CEO Willis North America |
Key takeaways
Investor Conference, New York, July 30, 2013
2
Business has stabilized and returned to consistent performance
Strong foundations
Significant opportunity in North America for Willis
Growth with discipline
Significant opportunity working more closely with global specialty
Unique positioning in growing fragmented human capital market
1
2
3
4
5
6
Key takeaways |
3
Investor Conference, New York, July 30, 2013
Willis North America
presence
Overview |
4
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$1.3 billion
in revenues
6,000
associates
110
locations
8
regions
Overview |
5
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12%
22%
17%
17%
14%
4%
14%
% of 2012 C&F
Regional contribution to North America
Atlantic
South
Midwest
Other
CAPPPs
¹
Metro (New York)
West
(1)
CAPPPs:
Captives,
Actuarial,
Programs,
Pooling,
and
Personal
Lines
Overview |
Overview
6
Investor Conference, New York, July 30, 2013
Product line contribution to North America
33%
67%
Commission
Fees
Approximate revenue split
% of 2012 C&F
Overview
24%
76%
Human
Capital
P&C |
Q1
11
Q2
11
Q3
11
Q4
11
Q1
12
Q2
12
Q3
12
Q4
12
Q1
13
Q2
13
% YoY change
Returning to form
Revenue growth
$m
358
328
318
319
349
315
318
331
365
335
Revenue
$m
Operating income
23.7%
18.6%
19.5%
19.7%
23.5%
15.2%
16.7%
17.2%
24.4%
17.0%
(% of revenue)
Investor Conference, New York, July 30, 2013
7
Returning to form
-
2.7%
-
1.5%
-
4.8%
-
8.9%
-
2.5%
-
4.0%
0.0%
3.8%
4.6%
5.7%
85
61
62
63
82
48
53
57
89
57 |
Opportunity
Willis is well
positioned
to compete
and win
Focused on client
needs through an
expertise-based model
Expertise and depth in
our growth industries
Global expertise delivered locally
Construction
Financial inst.
Marine
Energy
Selected Willis industry practices
Right geographies
~ 800 producers, 6,000 associates
delivering industry and product
specific solutions to our clients
110 locations, broad geographic
reach with ability to connect with
Willis International network.
Investor Conference, New York, July 30, 2013
8
Aerospace
Real estate /
hotels
Retail
Healthcare |
Sustaining and building upon recent performance
Our strategy consists of four key levers:
Retention, pipelines
and producers
Maintain focus on client needs and improved retention
Enhanced sales process and pipelines
Enabled producers and workforce
1
New business
strategies
Align specialties and geographic footprint with market demands
Leverage industry and product through Sales 2.0 process
2
Client segmentation
Clearly defined business segments
Tailor value proposition to segments
3
Human Capital
Focus on target segment
Enhance offerings e.g. private exchange, voluntary
benefits, consulting and expertise
4
Investor Conference, New York, July 30, 2013
9 |
Sustaining and building upon recent performance
Our strategy consists of four key levers:
Investor Conference, New York, July 30, 2013
10
Retention, pipelines
and producers
Maintain focus on client needs and improved retention
Enhanced sales process and pipelines
Enabled producers and workforce
1 |
Strengthening the basics of our business
Client retention
Service excellence
Responsive and
collaborative
Accuracy and timeliness
Pipelines
Robust pipelines
Meaningful sales metrics
and reporting
Producers
Improved sourcing
Enhanced onboarding
Strong sales leadership
Sales process
Expertise management
Investor Conference, New York, July 30, 2013
11 |
New business
strategies
Align specialties and geographic footprint with market demands
Leverage industry and product through Sales 2.0 process
2
Sustaining and building upon recent performance
Our strategy consists of four key levers:
Investor Conference, New York, July 30, 2013
12 |
Comprehensive
listing of industries
and sub-industries
Investor Conference, New York, July 30, 2013
13
Growth
potential
Industries and sub-
industries that will
drive highest future
growth in the market
Expertise as
key differentiator
Industries where
expertise is critical
to compete
successfully
Competitive
position & current
capabilities
Prioritization based on
current competitive
position and current
capabilities
within
selected
geographies
Industry A
Industry B
Industry C
Industry D
Illustrative
Analysis of industry looking at growth, expertise and our
competitive positioning, and geographies
A
B
C |
Client segmentation
Clearly defined business segments
Tailor value proposition to segments
Our strategy consists of four key levers:
Investor Conference, New York, July 30, 2013
14
Sustaining and building upon recent performance
3 |
Key growth levers:
Deepen value proposition and expertise
delivery in large and middle market
accounts in major growth areas
Bring more expertise through the
specialties to the middle market
segment
Manage small and large / middle market
account businesses with more distinctive
value propositions
Raise aspirations and focus
in Human Capital
Investor Conference, New York, July 30, 2013
15
Client-focused segmentation and enhanced expertise delivery
will drive continued growth
1
3
2
4 |
Human Capital
Focus on target segment
Enhance offerings e.g. private exchange, voluntary
benefits, consulting and expertise
Sustaining and building upon recent performance
Our strategy consists of four key levers:
Investor Conference, New York, July 30, 2013
16
Sustaining and building upon recent performance
4 |
Annual market opportunity:
Revenues
Employers
Willis HCP has ~1.5% to 2% of
a highly fragmented market
Of the middle market, Willis
has ~3% to 4% penetration
Focus of effort is on the
~$5
to
$6b
middle-market
segment
Investor Conference, New York, July 30, 2013
17
(1) Employers of 10+ employees
Source:
US
Census
Bureau
of
Labor
Statistics
&
Willis
management
analysis
Position in the ~$18 to $20b human capital market
provides significant opportunity
100% =
$18-$20b
1.2m
1 |
Small
25 -
99
Middle
100 -
2.9K
Large
3K -
10K
Very large
10K+
Very small
0 -
24
Current
clients
A growth business uniquely positioned to win
Client headcount
A strong foundation
Global footprint / strong local market presence
Regional subject matter experts in partnership with local service teams
Expanded consulting value proposition to address
mid-market human capital risks
Significant HR consulting services
Strong expertise on healthcare reform
Data analytics and reporting
Health outcomes strategies to address rising healthcare costs
Differentiated delivery model
Repeatable, efficient delivery model that provides
an expanded offering for the cost
Innovative e.g. private exchange, Xchange app, Willis advantage
Why Willis is positioned to win
Growth
focus
Investor Conference, New York, July 30, 2013
18
1
2
3
A growth business uniquely positioned to win |
Key takeaways
Business has stabilized and returned to consistent performance
Strong foundations
Significant opportunity in North America for Willis
Growth with discipline
Significant opportunity working more closely with global specialty
Unique positioning in growing fragmented human capital market
Investor Conference, New York, July 30, 2013
19
Key takeaways
1
2
3
4
5
6 |
Willis International
Tim Wright
CEO Willis International
Investor Conference, New York, July 30, 2013 |
Key points
2
Investor Conference, New York, July 30, 2013
Questions
Answers
Improving margins
Goals
Consistent revenue growth in the 4-6% range
Quarterly volatility
Growth in challenged markets
Expanding margin while growing
Annual growth
Turnaround
Share gain
Portfolio mix
Portfolio mix
Productivity
Shared services
Key points |
Overview
3
Investor Conference, New York, July 30, 2013
Willis International
Associates and
correspondents
Overview |
4
Investor Conference, New York, July 30, 2013
$1 billion
in revenues
7,000
associates
170
locations
43
countries
Overview |
Overview
5
Investor Conference, New York, July 30, 2013
International C&F 2012: $1 billion
Overview
CEMEA
Western Europe
Asia
Latin America
Australasia
UK
7%
18%
17%
42%
7%
9% |
6
Investor Conference, New York, July 30, 2013
Overview
Property &
casualty
Employee
benefits
83%
17%
Affinity
Small commercial
Middle market
Large accounts
7%
10%
50%
33%
Consistent growth
Expert capabilities |
International share of Group revenue 2012
Contribution to Group
7
Investor Conference, New York, July 30, 2013
W.Europe
Asia
Latin America
Australasia
UK
CEMEA
Contribution to Group |
8
Investor Conference, New York, July 30, 2013
-2%
+4%
+17%
+5%
-3%
-1%
+1%
Total
-3%
W.Europe
Asia
Latin America
Australasia
UK
CEMEA
% C&F growth
2008-12
Change in operating
margin 2008-12
Segmentation / productivity
Shared services / hubbing
Centers of excellence
Portfolio review
18%
42%
9%
17%
Margin actions
2012 Mix
1
(1) Internal reporting basis, which excludes foreign exchange movements,
stock-based compensation, and certain other items
7%
7%
Financial performance |
Growth strategies
9
Investor Conference, New York, July 30, 2013
Turnaround
Share gain
Portfolio mix
Australasia
UK
7%
18%
Asia
LATAM
CEMEA
7%
9%
17%
42%
W.Europe
2012 Mix |
Growing through turnaround
10
Investor Conference, New York, July 30, 2013
Australasia
UK
7%
18%
2012 Mix
Leadership changes
Portfolio review
Retention & sales
Selective hires
Turnaround actions
UK C&F growth (%)
Australasia C&F growth (%) |
11
Investor Conference, New York, July 30, 2013
W.Europe
42%
3%
5%
10%
23%
Est. Market share
2012 Mix
Source: Finaccord and Willis management analysis
Growth through share gain
Leadership
Connecting with Group
Selective hires /
investments
Affinity
Innovation
Average 2008-2012 C&F growth (%)
Share gain actions
4%
4%
5%
9%
Denmark
Germany
Spain
Italy |
Growth through portfolio mix
12
Investor Conference, New York, July 30, 2013
Asia
LATAM
CEMEA
7%
9%
17%
Insurance penetration (% GDP)
3.3%
1.5%
0.5%
1.6%
1.0%
0.1%
2012 Mix
Source: AXCO, Insurance Intelligence Centre, Willis Management Analysis
Average 2008-2012 C&F growth (%) |
13
Investor Conference, New York, July 30, 2013
Growth through portfolio mix
Build out infrastructure
Joint planning with specialisms
Selective acquisitions
Investment hires
32%
LATAM
Asia
LATAM
CEMEA
45%+
Portfolio mix actions
Indicative 2017
2012 Mix
Asia
CEMEA |
14
Investor Conference, New York, July 30, 2013
Growth strategy
Themes
Turnaround
Share gain
Portfolio mix
Connecting
Innovating
Investing
Key takeaways
1
2
3
3
2
1 |
Willis Global
Steve Hearn
Chairman and Chief Executive Officer,
Willis Global, Deputy CEO Willis Group Holdings plc
Investor Conference, New York, July 30, 2013 |
Key takeaways
Targeted investment
Capitalizing on analytical broker
Connection
Investor Conference, New York, July 30, 2013
2 |
Willis Global
a strong diversified business
Willis Global presence
Investor Conference, New York, July 30, 2013
3 |
Willis Global
a strong diversified business
$1.1 billion
in revenues globally
3,600
associates
170+
countries
Investor Conference, New York, July 30, 2013
4 |
Broad complementary businesses
Capital markets
Specialty insurance
Treaty reinsurance
Investor Conference, New York, July 30, 2013
5
45%
53%
2% |
Organic C&F growth
Operating margin
Strong performance record
Investor Conference, New York, July 30, 2013
6
2%
4%
7%
7%
6%
7%
2008
2009
2010
2011
2012
H1 2013
29%
31%
32%
33%
33%
40%
2008
2009
2010
2011
2012
H1 2013 |
Building on leadership positions
One of the worlds largest
reinsurance brokers
Ability to take share countering
cyclical rate softening
Significant player in major markets,
but room to grow
Complete range of transactional capabilities,
including new capital intermediation
Cutting edge integrated analytical
and advisory services
Willis Research Network
intellectual capital
and connections from insurance industrys
largest partnership with leading academics
Investor Conference, New York, July 30, 2013
7 |
Talent
Technology
M&A
Targeted investment
Investor Conference, New York, July 30, 2013
8 |
Innovation through analytics
Investor Conference, New York, July 30, 2013
9
Example natural hazards assessment
Minimize risk
1.00
1.25
1.50
1.75
2.00
2.25
2.50
0.00
0.25
0.50
0.75
-1.00
-0.75
-0.50
-0.25
15.00
17.50
20.00
22.50
25.00
27.50
millions
Gross
1: xs $3m
2: xs $2m swing
3: xs $2m
4: xs $1.5m |
Terrorism scenarios
Innovation through analytics
Ad hoc Realistic Disaster
Scenarios (RDS)
Created around client exposure
Transparency on assumptions
Investor Conference, New York, July 30, 2013
10 |
Analytical broker: WillPLACE
What makes WillPLACE different?
Client-centric
Carrier appetite
Market security
Willis Quality Index
Factors beyond price
Trading history
Peer group knowledge
Investor Conference, New York, July 30, 2013
11 |
New capital
Investor Conference, New York, July 30, 2013
12 |
Connection
Global Airline Client
Marine & energy
Construction
Financial & executive risks
Financial solutions
Wholesale and facultative solutions
Fine art, jewelry and specie,
bloodstock and kidnap & ransom
Aerospace
Willis Aerospace
Hull Insurance
Investor Conference, New York, July 30, 2013
13
Car
fleets
Human
capital
Board D&O
risks
Real
estate |
Key takeaways
Targeted investment
Capitalizing on analytical broker
Connection
Investor Conference, New York, July 30, 2013
14 |
Investor
Conference
July 30, 2013 I
New York
Willis Group Holdings plc. |
Appendix
Investor Conference, New York, July 30, 2013 |
Important disclosures regarding Non-GAAP measures
These
presentations
contain
references
to
"non-GAAP
financial
measures" as defined in Regulation G of SEC rules. We present these
measures because we believe they are of interest to the investment
community and they provide additional meaningful methods of
evaluating certain aspects of the Companys operating performance
from period to period on a basis that may not be otherwise apparent on
a generally accepted accounting principles (GAAP) basis. These
financial measures should be viewed in addition to, not in lieu of, the
Companys condensed consolidated income statements and balance
sheet as of the relevant date.
Consistent with Regulation G, a
description of such information is provided below and a reconciliation of
certain of such items to GAAP information can be found in our periodic
filings with the SEC.
Our method of calculating these non-GAAP
financial measures may differ from other companies and therefore
comparability may be limited.
Adjusted operating income
is defined as operating income, excluding
certain items as set out on page 3.
Adjusted
operating
margin
is
defined
as
the
percentage
of
adjusted
operating income to total revenues.
Adjusted net income
is defined as net income, excluding certain items.
Adjusted earnings per share (Adjusted EPS)
is defined as adjusted net
income per diluted share.
Adjusted EBITDA
is defined as Adjusted operating income, excluding
depreciation and amortization as set out on page 4.
Organic commissions & fees growth
excludes: (i) the impact of foreign
currency translation; (ii) the first twelve months of net commission and fee
revenues generated from acquisitions; and (iii) the net commission and fee
revenues related to operations disposed of in each period presented, as
set out on pages 7 and 8.
Reconciliations to GAAP measures are provided for selected non-GAAP
measures.
Investor Conference, New York, July 30, 2013
2 |
See related footnotes on page 24
Important disclosures regarding Non-GAAP measures (cont)
Operating Income (loss) to Adjusted Operating Income
(In millions)
2007 FY
2008 FY
2009 FY
2010 FY
2011 FY
2012 FY
Operating Income
$620
$503
$690
$753
$566
($209)
-
Excluding:
-
Goodwill
impairment
charge
(a)
-
-
-
-
-
492
-
Write-off
of
unamortized
cash
retention
awards
(b)
-
-
-
-
-
200
-
2012
cash
bonus
accrual
(c)
-
-
-
-
-
252
-
Insurance
recovery
(d)
-
-
-
-
-
(10)
-
Write-off
of
uncollectible
accounts
receivable
and
legal
fees
(e)
-
-
-
-
22
13
-
India
JV
settlement
(f)
-
-
-
-
-
11
-
2011
Operational
review
(g)
-
-
-
-
180
-
-
Financial Services Authority regulatory settlement
-
-
-
-
11
-
-
Venezuela
currency
devaluation
(h)
-
-
-
12
-
-
-
Net (gain)/loss on disposal of operations
(2)
-
(13)
2
(4)
3
-
Salaries
and
benefits
severance
programs
(i)
-
24
-
-
-
-
-
Salaries
and
benefits
other
(j)
-
42
-
-
-
-
-
HRH
integration
costs
(k)
-
5
18
-
-
-
-
Other
operating
expenses
(l)
-
26
-
-
-
-
-
Accelerated
amortization
of
intangibles
assets
(m)
-
-
7
-
-
-
-
Redomicile
costs
(n)
-
-
6
-
-
-
Adjusted Operating Income
$618
$600
$708
$767
$775
$752
Operating Margin
24.0%
17.8%
21.2%
22.6%
16.4%
(6.0%)
Adjusted Operating Margin
24.0%
21.2%
21.8%
23.0%
22.5%
21.6%
Investor Conference, New York, July 30, 2013
3 |
Important disclosures regarding Non-GAAP measures (cont)
Adjusted EBITDA and Debt/Adjusted EBITDA
Operating Income
$620
$503
$690
$753
$566
($209)
($247)
-
Excluding:
-
Expense reduction initiative
-
-
-
-
-
-
46
-
Goodwill impairment charge
(a)
-
-
-
-
-
492
492
-
Write-off
of
unamortized
cash
retention
awards
(b)
-
-
-
-
-
200
200
-
2012 cash bonus accrual
(c)
-
-
-
-
-
252
252
-
Insurance recovery
(d)
-
-
-
-
-
(10)
-5
-
Write-off
of
uncollectible
accounts
receivable
and
legal
fees
(e)
-
-
-
-
22
13
-
-
India JV settlement
(f)
-
-
-
-
-
11
11
-
2011 Operational review
(g)
-
-
-
-
180
-
-
-
Financial Services Authority regulatory settlement
-
-
-
-
11
-
-
-
Venezuela currency devaluation
(h)
-
-
-
12
-
-
-
-
Net (gain)/loss on disposal of operations
(2)
-
(13)
2
(4)
3
3
-
Salaries
and
benefits
-
severance
programs
(i)
-
24
-
-
-
-
-
-
Salaries
and
benefits
other
(j)
-
42
-
-
-
-
-
-
HRH integration costs
(k)
-
5
18
-
-
-
-
-
Other operating expenses
(l)
-
26
-
-
-
-
-
-
Accelerated
amortization
of
intangibles
assets
(m)
-
-
7
-
-
-
-
-
Redomicile costs
(n)
-
-
6
-
-
-
-
Adjusted Operating Income
$618
$600
$708
$767
$775
$752
$752
Add back
Depreciation
52
54
64
63
69
79
83
Amortization of intangibles
14
36
93
82
68
59
57
Adjusted EBITDA
$684
$690
$865
$912
$912
$890
$892
Debt
1,250
2,650
2,374
2,267
2,369
2,353
2,343
Debt / Adjusted EBITDA
1.8x
3.8x
2.7x
2.5x
2.6x
2.6x
2.6x
Investor Conference, New York, July 30, 2013
4
See related footnotes on page 24
(In millions)
2007 FY
2008 FY
2009 FY
2010 FY
2011 FY
2012 FY
1H13 LTM |
(a)
Impairment charge to reduce carrying value of North America segment goodwill.
(b)
Charge to write-off unamortized balance of past cash retention awards related
to change in remuneration policy
(c)
Accrual for 2012 bonuses paid in 2013 related to change in remuneration
policy (d)
Insurance recovery related to (e) below
(e)
Write-off
of
uncollectible
accounts
receivable
balance,
together
with
associated
legal costs
(f)
Settlement with former partners related to the termination of a joint venture
arrangement in India.
(g)
$180 million pre-tax charge in FY2011 relating to the 2011 operational
review, including $98 million of severance costs relating to the
elimination of approximately 1,200 positions in FY2011.
(h)
With effect from January 1, 2010, the Venezuelan economy was designated as
hyper-inflationary. The Venezuelan government also devalued the Bolivar Fuerte
in January 2010. As a result of these actions, the Company recorded a
one-time charge in other expenses to reflect the re-measurement of
its net assets denominated in Venezuelan Bolivar Fuerte.
Notes to the GAAP to non-GAAP reconciliations
i)
Severance costs excluded from adjusted operating income and adjusted net
income
in
2008
relate
to
approximately
350
positions
through
the
year
ended
December 31, 2008 that were eliminated as part of the 2008 expense review.
Severance costs also arise in the normal course of business and these charges
(pre-tax) amounted to $6 million, $nil, $15 million, $24 million and $2
million for the years ended December 31, 2012, 2011, 2010, 2009 and 2008,
respectively. j)
Other 2008 expense review salaries and benefits costs relate primarily to contract
buyouts.
k)
2009 HRH integration costs include $nil million severance costs ($2 million in
2008).
l)
Other operating expenses primarily relate to property and systems
rationalization. m)
The charge for the accelerated amortization for intangibles relates to the HRH
brand name. Following the successful integration of HRH into our
North American operations, we announced on October 1, 2009 that our North
America retail operations would change their name from Willis HRH to Willis
North America. Consequently,
the
intangible
asset
recognized
on
the
acquisition
of
HRH
relating
to the HRH brand has been fully amortized.
n)
These are legal and professional fees incurred as part of the Companys
redomicile of its parent Company from Bermuda to Ireland.
Investor Conference, New York, July 30, 2013
5 |
Important disclosures regarding Non-GAAP measures (cont)
Cash flow from operating activities before pension funding
(In millions)
2007
2008
2009
2010
2011
2012
Cash from operating activities before
pension funding
478
407
501
619
574
668
Funding of defined pension benefit plans
(203)
(154)
(82)
(130)
(135)
(143)
Cash flow from operating activities
275
253
419
489
439
525
Investor Conference, New York, July 30, 2013
6 |
(In millions)
2004
2005
2006
2007
2008
2009
2010
2011
2012
Reported growth
10%
0%
7%
6%
12%
17%
3%
4%
1%
Acquisitions & Disposals / other
4%
1%
1%
1%
7%
19%
0%
0%
0%
Foreign Currency Movements
2%
0%
0%
2%
1%
(4)%
(1)%
2%
(2)%
Organic growth
4%
(1)%
8%
3%
4%
2%
4%
2%
3%
Investor Conference, New York, July 30, 2013
7
Important disclosures regarding Non-GAAP measures (cont)
Willis Group Commissions and Fees Growth |
Important disclosures regarding Non-GAAP measures (cont)
Commissions and Fees Growth by Segment
2008
2009
2010
2011
2012
H1-13
Willis Global
Reported Growth
5%
5%
7%
9%
5%
6%
Acquisitions & Disposals / other
3%
4%
-
-
-
-
Foreign Currency Movements
-
-3%
-
2%
-1%
-1%
Organic Growth
2%
4%
7%
7%
6%
7%
Willis
International
Reported Growth
10%
-3%
4%
10%
-
3%
Acquisitions & Disposals / other
-
1%
1%
-
-
-
Foreign Currency Movements
1%
-8%
-2%
5%
-5%
-
Organic Growth
9%
4%
5%
5%
5%
3%
Willis North
America
Reported Growth
21%
51%
-1%
-4%
-1%
6%
Acquisitions & Disposals / other
22%
54%
-1%
-
-
1%
Foreign Currency Movements
-
-
-
-
-
-
Organic Growth
-1%
-3%
-
-4%
-1%
5%
Investor Conference, New York, July 30, 2013
8
See related footnotes on page 24 |
Exhibit 99.2
Contacts
|
||||
Investors: |
Peter Poillon +1 212 915-8084 Email: peter.poillon@willis.com | |||
News Release | Media: | Miles Russell +44 203 124-7446 Email: miles.russell@willis.com |
Willis Group Hosts Investor Conference
Management team outlines growth strategy following business review
NEW YORK, July 30, 2013 Willis Group Holdings plc (NYSE: WSH), the global risk advisor, insurance and reinsurance broker, is holding an investor conference today in New York City from 1:00 p.m. to 5:00 p.m. Eastern Time. Willis Group, which last week reported its third consecutive quarter of strong top line growth, will today turn its focus to the road ahead, outlining a strategy for continued growth that closely aligns the companys three business units: Willis North America, Willis International and Willis Global.
Group CEO Dominic Casserley, who joined Willis in January 2013 and launched a full review of operations, will lead the discussion at the investor conference, joined by four members of the companys senior management team, Chief Financial Officer Michael Neborak, Willis North America CEO Todd Jones, Willis International CEO Tim Wright, and Willis Global CEO Steve Hearn, who also serves as Deputy CEO of Willis Group.
In its presentation to investors, the management team will detail where, and how, the company intends to focus its resources and compete across its global footprint in the months and years ahead. The team will emphasize the range of geographies, products and industries where the companys scale, talent and expertise will allow it to grow market share and earnings while maintaining its traditional cost discipline.
Over the past six months, we have taken the measure of our business from both the outside and inside, meeting with our clients from around the world to understand their needs for greater resilience in an increasingly complex world, and also learning from our Associates about what makes Willis unique in how we serve the market, said Casserley. The key to Willis, as we move forward, will be to deploy our deep industry knowledge and analytic expertise more powerfully across our geographies, bringing them to our clients where they need it most.
The strategy to be unveiled by Willis today will involve investing selectively in growth markets, defined by geography, industry sector and client segment. Willis will bring to its clients across the world greater access to Williss leading positions in specialty areas, such as Marine, Energy and Aerospace, among others. The company also expects to rebalance its portfolio of businesses toward high-growth markets, which now comprise approximately 20% of the firms revenues, towards approximately 30% over the medium term. In addition, Willis will increase investment in, and deployment of, its analytical capability. Willis has long enjoyed a reputation in the insurance industry for innovation and use of analytics on behalf of its clients. The management team will discuss how those capabilities will be more broadly distributed to its insurance and reinsurance clients around the world.
Outlining a clear growth plan for the medium term, the company will lay out for investors that it intends to deliver consistent organic revenue growth in the mid-single digits. At the same time, the company will target revenue growth to outpace expense growth by more than 70 basis
points. This will lead to a significant increase in cash flow and, the company expects, will ultimately generate attractive returns for shareholders.
We operate in a world where mitigating risk is a fundamental part of the agenda of corporate boards, and this will be a significant global growth market. With a footprint across 90 countries, strong risk expertise and deep client relationships, we believe there is significant room for us to grow, Casserley added.
Achieving the results outlined at the investor conference will come from greater alignment among Williss three businesses, which will comprise the core of the message laid out in presentations by Williss business unit leaders.
Willis North America, led by Todd Jones, will focus on specific industries in North America that offer outsized growth potential and micro-geographies, down to the zip-code level. Increasing connectivity with Willis Global, it will build on its strong market position. The North America unit also intends to build on recent growth rates in its $300 million Human Capital business.
Willis International, led by Tim Wright, will invest in selective high-growth markets where it already has a presence, including in Latin America, Asia and Central Europe, the Middle East and Africa and, in that context, will seize on growth opportunities in employee benefits in markets such as China and Brazil. The units businesses in the more mature UK and Australasian markets will deploy strategies to resume growth while Willis International will also target markets where it can win more market share in the Eurozone.
Willis Global, led by Steve Hearn, will build on its strength in Willis Re, which has delivered exceptional growth in the first half of the year. Global will also capitalize on its leading specialisms to drive cross-sell opportunities, working closely with colleagues in Willis North America and Willis International. Investments to develop innovative products that respond to specific client needs will continue, helping to grow Willis Groups reputation around the world as the analytical broker.
Details of the Live Audio and Video Webcast
The Willis Group Investor Conference will commence with presentations at 1:00 p.m. Eastern time and conclude at approximately 5:00 p.m. Eastern time, during which there will be two question and answer sessions for conference attendees. Those not attending the Conference may follow the proceedings through a live audio and video webcast of the event. The audio or video, together with downloadable presentation materials, will be available through a link in the Investor Relations section of the Companys Website at www.willis.com. The presentation materials are scheduled to be uploaded to that Website at approximately 11:00 a.m. Eastern Time. A replay of the conference will also be available in the Investor Relations section of the companys web site, shortly after the conference. In addition, Willis has filed a Current Report on Form 8-K with the SEC, including as an exhibit the investor presentations.
About Willis
Willis Group Holdings plc is a leading global risk advisor, insurance and reinsurance broker. With roots dating to 1828, Willis operates today on every continent with more than 17,000 employees in over 400 offices. Willis offers its clients superior expertise, teamwork, innovation and market-leading products and professional services in risk management and transfer. Our experts rank among the worlds leading authorities on analytics, modelling and mitigation strategies at the intersection of global commerce and extreme events. Find more information at our Website, www.willis.com, our leadership journal, Resilience, or our up-to-the-minute blog on breaking news, WillisWire. Across geographies, industries and specialisms, Willis provides its local and multinational clients with resilience for a risky world.
Forward-Looking Statements
This press release contains 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 that address activities, events or developments that we expect or anticipate may occur in the future, including such things as our outlook, future capital expenditures, growth in commissions and fees, business strategies, competitive strengths, goals, the benefits of new initiatives, growth of our business and operations, plans and references to future successes, are forward-looking statements. Also, when we use the words such as, aim, anticipate, believe, estimate, expect, intend, plan, probably, or similar expressions, we are making forward-looking statements.
There are important uncertainties, events and factors that could cause our actual results or performance to differ materially from those in the forward-looking statements contained in this document, including the following:
| the impact of any regional, national or global political, economic, business, competitive, market, environmental or regulatory conditions on our global business operations; |
| the impact of current financial market conditions on our results of operations and financial condition, including as a result of those associated with the current Eurozone crisis, any insolvencies of or other difficulties experienced by our clients, insurance companies or financial institutions; |
| our ability to implement and realize anticipated benefits of any expense reduction initiative, charge or any revenue generating initiatives; |
| our ability to implement and fully realize anticipated benefits of our new growth strategy; |
| volatility or declines in insurance markets and premiums on which our commissions are based, but which we do not control; |
| our ability to continue to manage our significant indebtedness; |
| our ability to compete effectively in our industry, including the impact of our refusal to accept contingent commissions from carriers in the non-Human Capital areas of our retail brokerage business; |
| material changes in commercial property and casualty markets generally or the availability of insurance products or changes in premiums resulting from a catastrophic event, such as a hurricane; |
| our ability to retain key employees and clients and attract new business; |
| the timing or ability to carry out share repurchases and redemptions; |
| the timing or ability to carry out refinancing or take other steps to manage our capital and the limitations in our long term debt agreements that may restrict our ability to take these actions; |
| fluctuations in our earnings as a result of potential changes to our valuation allowance(s) on our deferred tax assets; |
| any fluctuations in exchange and interest rates that could affect expenses and revenue; |
| the potential costs and difficulties in complying with a wide variety of foreign laws and regulations and any related changes, given the global scope of our operations; |
| rating agency actions that could inhibit our ability to borrow funds or the pricing thereof; |
| a significant decline in the value of investments that fund our pension plans or changes in our pension plan liabilities or funding obligations; |
| our ability to achieve the expected strategic benefits of transactions, including any growth from associates; |
| further impairment of the goodwill of one of our reporting units, in which case we may be required to record additional significant charges to earnings; |
| our ability to receive dividends or other distributions in needed amounts from our subsidiaries; |
| changes in the tax or accounting treatment of our operations and fluctuations in our tax rate; |
| any potential impact from the US healthcare reform legislation; |
| our involvements in and the results of any regulatory investigations, legal proceedings and other contingencies; |
| underwriting, advisory or reputational risks associated with non-core operations as well as the potential significant impact our non-core operations (including the Willis Capital Markets & Advisory operations) can have on our financial results; |
| our exposure to potential liabilities arising from errors and omissions and other potential claims against us; and |
| the interruption or loss of our information processing systems or failure to maintain secure information systems. |
The foregoing list of factors is not exhaustive and new factors may emerge from time to time that could also affect actual performance and results. For more information see the section entitled Risk Factors included in Willis Form 10-K for the year ended December 31, 2012 and our subsequent filings with the Securities and Exchange Commission. Copies are available online at http://www.sec.gov or www.willis.com.
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 document, 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 document may not occur, and we caution you against unduly relying on these forward-looking statements.
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