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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section13 or 15(d) of the Securities Exchange Act of 1934
Date of Report (date of earliest event reported): October 22, 2003
WILLIS GROUP HOLDINGS LIMITED
(Exact name of Registrant as specified in its charter)
BERMUDA 001-16503 98-0352587
(Jurisdiction of incorporation (Commission File (IRS Employer
or organization) Number) Identification No.)
Ten Trinity Square
London EC3P 3AX, England
(Address of principal executive offices)
Registrant's telephone number, including area code: +44 20 7488 8111
Not Applicable
(Former name or former address, if changed since last report.)
Item 7. Financial Statements Financial Information and Exhibits.
(c) Exhibits.
Exhibit No. Exhibit Description
---------- --------------------
99 Press release dated October 22, 2003
---------------------------------------------------------
announcing earnings for the third quarter of 2003.
--------------------------------------------------
Item 12. Results of Operations and Financial Condition
On October 22, 2003 Willis Group Holdings Limited issued a press release
announcing its unaudited financial results for the third quarter of 2003. A copy
of this press release is attached hereto as Exhibit 99 and is incorporated
herein by reference.
SIGNATURES
Pursuant to the requirements 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.
WILLIS GROUP HOLDINGS LIMITED
By: /s/ Mary E. Caiazzo
------------------------------------
Mary E. Caiazzo
Assistant General Counsel
Date: October 22, 2003
Exhibit 99.1
Willis Group Reports Record Third Quarter and Nine Months Results;
Declares Regular Quarterly Common Dividend
NEW YORK--(BUSINESS WIRE)--Oct. 22, 2003--Willis Group Holdings
Limited (NYSE: WSH)
-- Track record builds with fifteenth consecutive quarter of
record results
-- New business drives revenue growth - 16% reported (16%
organic) in the quarter; 20% reported (17% organic) for the
first nine months
-- Margins continue to expand
-- Company debt receives investment grade rating
Willis Group Holdings Limited (NYSE: WSH), the global insurance
broker, today reports record results for the quarter and nine months
ended September 30, 2003.
The Company also reported that its Board of Directors has declared
a quarterly cash dividend of 16.25 cents ($0.1625) per share on its
common stock payable January 13, 2004 to shareholders of record
December 31, 2003.
Net income for the quarter ended September 30, 2003 was $99
million, or $0.59 per diluted share compared to $31 million, or $0.19
per diluted share, a year ago. Net income for the nine months ended
September 30, 2003 was $296 million, or $1.75 per diluted share,
compared to $92 million, or $0.57 per diluted share, a year ago.
Excluding non-cash compensation for performance-based stock
options, a related one-time tax benefit arising from a change in UK
tax legislation, and net gain or loss on disposal of operations,
adjusted net income increased 35% to $62 million for the quarter ended
September 30, 2003 from $46 million in the same period last year,
while adjusted net income per diluted share rose 32% to $0.37 for the
third quarter of 2003 from $0.28 a year ago.
For the nine months ended September 30, 2003, adjusted net income
increased 42% to $267 million from $188 million in the first nine
months of 2002, while adjusted net income per diluted share rose 40%
to $1.58 for the nine months ended September 30, 2003 from $1.13 in
the first nine months of 2002.
Total reported revenues for the quarter ended September 30, 2003
increased 16% to $452 million, from $390 million for the same period
last year. Of this 16% increase in reported revenues, approximately 2%
represented the effect of foreign currency exchange rate movements and
approximately (2)% was attributable to the effect of acquisitions and
disposals. Adjusting for these items, organic revenue growth was also
16% in the third quarter of 2003. The adjusted operating margin was
23% for the third quarter 2003 compared with 21% for the same period
last year.
Total reported revenues for the nine months ended September 30,
2003 increased 20% to $1,499 million, up from $1,252 million for the
corresponding period in 2002. Of this 20% increase in reported
revenues, approximately 5% represented the effect of foreign currency
exchange rate movements and approximately (2)% was attributable to the
effect of acquisitions and disposals. Adjusting for these items,
organic revenue growth was 17% in the first nine months of 2003. The
adjusted operating margin was 29% through the nine months ended
September 30, 2003, compared with 27% for the same period last year.
Joe Plumeri, Chairman and Chief Executive Officer said, "I am
pleased to report another strong financial performance. Our quarterly
results are reflective of our core strategy to grow revenues
consistently, recruit great people, maintain expense discipline and
expand margins. In doing so, we are building a great business - one
that will perform well in all market environments.
"The Willis model - to deliver global resources locally to the
client regardless of their geography in a client-focused, creative,
entrepreneurial way - is being validated," Plumeri said. "The role of
our client advocates, working as a single team on behalf of our
clients, is even more valuable in today's business environment, as we
seek innovative ways to identify and mitigate risk for our clients."
At September 30, 2003, total long-term debt was $448 million, down
32% from $658 million a year ago. Total stockholders' equity at
quarter end was approximately $1,149 million. The capitalization
ratio, or the ratio of total long-term debt to total long-term debt
and stockholders' equity, declined to 28% at the quarter end compared
to 41% a year ago. There was approximately $160 million of immediately
available cash at September 30, 2003, providing significant financial
flexibility to support the cash needs of the Company.
On September 23, 2003, Standard & Poor's raised the counterparty
credit rating on the Company to investment grade. The Company has
begun the process of refinancing, and would expect the necessary
facilities to be in place by year end.
"We are very proud to have earned an investment grade rating on
debt within five years of the leveraged buyout, and just a little over
two years since the initial public offering of common stock," Plumeri
commented. "We declared an initial common dividend in February 2003,
increased the dividend rate in July 2003, and the S&P upgrade
represents yet another milestone as we continue to strengthen the
fundamental performance of the Company."
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. With over 300 offices in more than 100 countries, its global
team of 13,000 associates serves clients in some 180 countries.
Additional information on Willis may be found on its web site
www.willis.com.
This press release may contain certain statements relating to
future results, which are forward-looking statements as that term is
defined in the Private Securities Litigation Reform Act of 1995. These
forward-looking statements are subject to certain risks and
uncertainties that could cause actual results to differ materially
from historical results or those anticipated, depending on a variety
of factors such as general economic conditions in different countries
around the world, fluctuations in global equity and fixed income
markets, changes in premium rates, the competitive environment and the
actual cost of resolution of contingent liabilities. Further
information concerning the Company and its business, including factors
that potentially could materially affect the Company's financial
results, are contained in the Company's filings with the Securities
and Exchange Commission.
This press release includes supplemental financial information
which may contain references to non-GAAP financial measures as defined
in Regulation G of SEC rules. Consistent with Regulation G, a
reconciliation of this supplemental financial information to our
generally accepted accounting principles (GAAP) information follows.
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 consolidated statements of
operations for the quarter and nine months ended September 30, 2003
and 2002.
WILLIS GROUP HOLDINGS LIMITED
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
(in millions, except per share data)
(unaudited)
Three months Nine months
ended ended
September September
30, 30,
------------- ---------------
2003 2002 2003 2002
------ ------ ------- -------
Revenues:
Commissions and fees $434 $371 $1,446 $1,200
Interest income 18 19 53 52
------ ------ ------- -------
Total Revenues 452 390 1,499 1,252
------ ------ ------- -------
Expenses:
General and administrative expenses
(excluding non-cash compensation) 339 299 1,036 890
Non-cash compensation - performance
options (Note 1) 4 18 17 114
Depreciation expense 8 9 26 25
Amortization of intangible assets 1 - 2 -
Net (gain) loss on disposal of
operations (6) - (10) 1
------ ------ ------- -------
Total Expenses 346 326 1,071 1,030
------ ------ ------- -------
Operating Income 106 64 428 222
Interest expense 12 16 40 50
------ ------ ------- -------
Income before Income Taxes, Equity in
Net Income of Associates and Minority
Interest 94 48 388 172
Income tax (benefit) expense (Note 2) (3) 20 102 83
------ ------ ------- -------
Income before Equity in Net Income of
Associates and Minority Interest 97 28 286 89
Equity in net income of associates 3 3 14 10
Minority interest (1) - (4) (7)
------ ------ ------- -------
Net Income $99 $31 $296 $92
====== ====== ======= =======
Net Income per Share
- Basic $0.65 $0.21 $1.96 $0.63
- Diluted $0.59 $0.19 $1.75 $0.57
====== ====== ======= =======
Average Number of Shares Outstanding
- Basic 153 147 151 147
- Diluted 168 167 169 162
====== ====== ======= =======
Note 1: Non-Cash Compensation - Performance Options
The non-cash compensation charge recognizes performance-based
stock options granted to management as part of the 1998 buyout
arrangement for meeting or exceeding 2001 and 2002 targets. In
accordance with GAAP, a quarterly charge is recognized, on a
cumulative basis, calculated in accordance with the vesting schedule
and the stock price at the end of the performance period, which ended
on December 31, 2002 when the stock price was $28.67. On a cumulative
basis at September 30, 2003, the Company has recognized $255 million,
or approximately 92% of the total estimated charge. The remaining
estimated charge of $22 million will be recognized quarterly through
2004 in accordance with the vesting schedule.
Note 2: Income tax (benefit) expense
In the third quarter of 2003, certain changes to UK tax
legislation were enacted regarding the taxation of employee stock
options. When UK-based employees exercise their stock options, the
Company now obtains a corporate tax deduction equal to the market
price of the Company's shares on the date of exercise less the option
exercise price paid by the employee. This change largely brings UK tax
legislation into line with US tax legislation.
Non-cash compensation amounting to $123 million in respect of UK
performance options has been expensed in periods prior to June 30,
2003 without any income tax benefit being recognized. Accordingly,
following the change in UK tax legislation, an income tax benefit of
$37 million, and a corresponding deferred asset, has been recognized
in the third quarter of 2003.
WILLIS GROUP HOLDINGS LIMITED
SUPPLEMENTAL FINANCIAL INFORMATION
(in millions, except per share data)
(unaudited)
Definitions of Non-GAAP Financial Measures:
We believe that investors' understanding of the Company's
performance is enhanced by our disclosure of the following non-GAAP
financial measures. Our method of calculating these measures may
differ from those used by other companies and therefore comparability
may be limited.
Because the non-cash compensation charge for performance-based
stock options was based on our stock price at the end of each quarter
until December 31, 2002, changes in our stock price increased the
volatility of our reported operating income and reported net income.
We believe that excluding the non-cash compensation charge from these
measures, along with the GAAP measures, provides a more complete,
comparative analysis of our results of operations.
Adjusted Operating Income:
Adjusted operating income is defined as operating income excluding
non-cash compensation for performance-based stock options and net gain
or loss on disposal of operations. Operating income is the most
directly comparable GAAP measure, and the following table reconciles
adjusted operating income to operating income for the quarters and
nine months ended September 30, 2003 and 2002:
Three months ended
September 30,
---------------------
2003 2002 % Change
----- ----- ---------
Operating Income, GAAP basis $106 $64 66%
Excluding:
Non-cash compensation - performance options 4 18
Net gain on disposal of operations (6) -
----- -----
Adjusted Operating Income $104 $82 27%
===== =====
Operating Margin, GAAP basis, or Operating Income
as a percentage of Total Revenues 23% 16%
===== =====
Adjusted Operating Margin, or Adjusted Operating
Income as a percentage of Total Revenues 23% 21%
===== =====
Nine months ended
September 30,
---------------------
2003 2002 % Change
----- ----- ---------
Operating Income, GAAP basis $428 $222 93%
Excluding:
Non-cash compensation - performance options 17 114
Net (gain) loss on disposal of operations (10) 1
----- -----
Adjusted Operating Income $435 $337 29%
===== =====
Operating Margin, GAAP basis, or Operating Income
as a percentage of Total Revenues 29% 18%
===== =====
Adjusted Operating Margin, or Adjusted Operating
Income as a percentage of Total Revenues 29% 27%
===== =====
WILLIS GROUP HOLDINGS LIMITED
SUPPLEMENTAL FINANCIAL INFORMATION (cont'd)
(in millions, except per share data)
(unaudited)
Adjusted Net Income:
Adjusted net income is defined as net income excluding non-cash
compensation for performance-based stock options and net gain or loss
on disposal of operations. Net income is the most directly comparable
GAAP measure, and the following table reconciles adjusted net income
to net income for the quarters and nine months ended September 30,
2003 and 2002:
Per Diluted Share
Three months ended Three months ended
September 30, September 30,
--------------------- -----------------------
2003 2002 % Change 2003 2002 % Change
----- ----- --------- ------ ------ ---------
Net Income, GAAP basis $99 $31 219% $0.59 $0.19 211%
Excluding:
Non-cash compensation -
performance options,
net of tax ($1, $3) 3 15 0.02 0.09
Net gain on disposal of
operations, net of tax
($(3), nil) (3) - (0.02) -
One-time income tax
benefit - performance
options (Note 2) (37) - (0.22) -
----- ----- ------ ------
Adjusted Net Income $62 $46 35% $0.37 $0.28 32%
===== ===== ====== ======
Diluted shares
outstanding, adjusted
basis 168 167
===== =====
Per Diluted Share
Nine months ended Nine months ended
September 30, September 30,
--------------------- -----------------------
2003 2002 % Change 2003 2002 % Change
----- ----- --------- ------ ------ ---------
Net Income, GAAP basis $296 $92 222% $1.75 $0.57 207%
Excluding:
Non-cash compensation -
performance options,
net of tax ($3, $19) 14 95 0.08 0.59
Net (gain) loss on
disposal of operations,
net of tax ($(4), nil) (6) 1 (0.03) 0.01
One-time income tax
benefit - performance
options (Note 2) (37) - (0.22)
Dilutive effect of
performance options
assumed earned in full
from the beginning of
2002(a) - - - (0.04)
----- ----- ------ ------
Adjusted Net Income $267 $188 42% $1.58 $1.13 40%
===== ===== ====== ======
Diluted shares
outstanding, GAAP basis 169 162
Dilutive effect of
performance options
assumed earned in full
from the beginning of
2002(a) - 5
----- -----
Diluted shares
outstanding, adjusted
basis 169 167
===== =====
(a) Under GAAP, performance options are not included in the reported
number of diluted shares outstanding until the beginning of the period
in which the performance targets are met. This occurred in the third
quarter of 2002. We believe it is a helpful aid to comparability to
show the dilutive effect of performance options for the nine months
ended September 30, 2002 on the assumption that the performance
options had been earned in full from the beginning of 2002.
Forward-Looking Information: Our stated goal is to grow adjusted
net income per diluted share by 25% or better in 2003 and over the
long term by 15% or better each year. The most directly comparable
GAAP measure is net income per diluted share. We are not in a position
to reconcile adjusted net income per diluted share to net income per
diluted share for this forward-looking information. Historically,
reconciling items have consisted of non-cash compensation for
performance-based stock options, estimated at $24 million and $15
million for 2003 and 2004, respectively; net gain or loss on disposal
of operations; and the tax effects thereon. We are unable to provide
estimates for future gains or losses on disposals.
CONTACT: Willis Group Holdings Limited
Investors:
Kerry K. Calaiaro, 212-837-0880
calaiaro_ke@willis.com
Media:
Nicholas Jones, +44 20 7488-8190
jonesnr@willis.com
or
Dan Prince, 212-837-0806
prince_da@willis.com