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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): February 4, 2004
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 February 4, 2004 announcing
earnings for the fourth quarter of 2003.
Item 12. Results of Operations and Financial Condition
On February 4, 2004 Willis Group Holdings Limited issued a press release
announcing its unaudited financial results for the fourth 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: February 4, 2004
EXHIBIT INDEX
Exhibit
Number Title
- ------ -----
99 Press release dated February 4, 2004 announcing earnings for the
fourth quarter of 2003.
Exhibit 99
Willis Group Reports Record Fourth Quarter and 2003 Results;
Increases Common Dividend by 15 Percent;
Stock Buyback Authorization Increased to $300 Million
NEW YORK--(BUSINESS WIRE)--Feb. 4, 2004--Willis Group Holdings
Limited (NYSE: WSH)
-- Builds on Track Record with Sixteenth Consecutive Quarter of
Record Results
-- Drives Revenue Growth: 19 Percent Reported (11 Percent
Organic) in the Quarter; 20 Percent Reported (15 Percent
Organic) for the Full Year 2003
-- Expands Margins: Adjusted Operating Margin 34 Percent in the
Fourth Quarter, up from 31 Percent Last Year; and 30 Percent
for the Full Year 2003, Compared to 28 Percent in 2002
-- Increases Quarterly Dividend by 15 Percent to $0.1875 Per
Share, Annual Rate of $0.75
-- Increases Existing Stock Buyback Authorization to $300 Million
-- New Credit Facilities in Place; Old Term Loan Repaid in the
Fourth Quarter and 9 Percent Senior Subordinated Debt Redeemed
February 2, 2004
Willis Group Holdings Limited (NYSE: WSH), the global insurance
broker, today reports record results for the quarter and year ended
December 31, 2003.
Separately, the Board of Directors today approved a 15 percent
increase in the regular quarterly cash dividend on the Company's
common stock to $0.1875 per share, an annual rate of $0.75 per share.
The dividend is payable on April 15, 2004 to shareholders of record on
March 31, 2004.
Joe Plumeri, Chairman and Chief Executive Officer said, "We are
pleased to raise our quarterly cash dividend again - our second
increase since initiating the dividend just one year ago. This action
reflects our strong cash flow and confidence in the outlook for
growth."
The Board of Directors also approved increasing the Company's
existing common share buyback authorization from $100 million to $300
million. The Company has not yet purchased any shares pursuant to the
authorization.
Commenting on the progress Willis has made over the last few
years, Plumeri said, "Since our initial public offering in June 2001,
we have infused a sense of teamwork, discipline and passion throughout
the organization. And in the year just ended, we accomplished all of
the goals we set for the year - to grow earnings at least 25 percent
and organic revenues at least 15 percent, to expand margins, to obtain
an investment grade rating and to refinance our debt.
"We continued to build on our record results as we remain focused
on our business - providing our clients with local delivery of our
global risk management resources and insurance broking capabilities.
Our double-digit revenue and earnings growth were fueled by the
outstanding cooperative performance of all our Associates - across all
geographic regions and practice groups.
"With our growing sales culture and by running the company with
great discipline and unyielding expense management the Willis model is
being validated every day," Plumeri continued. "We are making steady
progress toward building a great company."
Net income for the quarter ended December 31, 2003 was $118
million, or $0.69 per diluted share, compared with $118 million, or
$0.70 per diluted share, a year ago. Excluding non-cash compensation
for performance-based stock options and net gain on disposal of
operations, adjusted net income increased 45 percent to $119 million
for the quarter ended December 31, 2003 from $82 million in the same
period last year, while adjusted net income per diluted share rose 43
percent to $0.70 for the fourth quarter of 2003 from $0.49 a year ago.
The impact of foreign exchange in the fourth quarter of 2003 was a
benefit of approximately $0.04 per share.
Net income for the year ended December 31, 2003 was $414 million,
or $2.45 per diluted share, compared to $210 million, or $1.28 per
diluted share, a year ago. For the year ended December 31, 2003,
adjusted net income, which for the full year also excluded a one-time
UK tax benefit on performance stock options, increased 43 percent to
$386 million from $270 million in the year ended December 31, 2002,
while adjusted net income per diluted share rose 41 percent to $2.28
from $1.62 in 2002.
Total reported revenues for the quarter ended December 31, 2003
increased 19 percent to $577 million, from $483 million for the same
period last year. Organic revenues, which exclude the effects of
foreign exchange, acquisitions and disposals, rose 11 percent. The
adjusted operating margin was 34 percent for the fourth quarter of
2003 compared with 31 percent for the same period last year.
Total reported revenues for the year ended December 31, 2003
increased 20 percent to $2,076 million, up from $1,735 million for the
corresponding period in 2002, or 15 percent on an organic basis. The
adjusted operating margin was 30 percent for the year ended December
31, 2003, compared with 28 percent for the same period last year.
Through September 30, 2003, the Company provided for a tax rate of
35 percent; however due to the actual geographic mix of our results,
the full year's effective tax rate in 2003 declined to 34 percent. At
December 31, 2003, total long-term debt was $370 million, down 35
percent from $567 million a year ago. During the quarter, the Company
repaid the outstanding $78 million bank term loan and cancelled this
facility and put in place a new $450 million bank credit facility and
$150 million line of credit. On February 2, 2004, the Company redeemed
all of its outstanding 9 percent senior subordinated debentures.
Total stockholders' equity at the year end was approximately
$1,290 million, up 51 percent from a year ago. The capitalization
ratio (total long-term debt to total long-term debt and stockholders'
equity) declined to 22 percent at year end December 31, 2003 (26
percent pro forma for the new $450 million bank credit facility)
compared to 40 percent a year ago. There was approximately $247
million of immediately available cash at December 31, 2003, providing
significant financial flexibility to support the cash needs of the
Company.
In January 2004, consistent with its growth strategy, Willis
acquired the remaining 70 percent interest in Willis A/S, Denmark's
largest insurance broker, with annualized revenues of approximately
$50 million.
Plumeri concluded, "Willis is in great shape. This is our
sixteenth consecutive quarter of record earnings; we raised the
dividend again and refinanced our debt on investment grade terms - all
within six years of the 1998 leveraged buy-out. In addition to our
strong organic growth efforts, we continue to recruit top industry
talent. The caliber of professionals who have joined Willis is proof
positive that we are challenging the conventions of the global
insurance broking sector and are cutting a new path rather than
following industry norms. We are confident in the outlook for future
growth at Willis, and reaffirm our long-term goal to grow adjusted net
income per diluted share by 15 percent or better each year."
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 year ended December 31, 2003 and 2002.
WILLIS GROUP HOLDINGS LIMITED
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
(in millions, except per share data)
(unaudited)
Three months Year ended
ended December 31,
December 31,
------------- ---------------
2003 2002 2003 2002
------ ------ ------- -------
Revenues:
Commissions and fees $558 $461 $2,004 $1,661
Interest income 19 22 72 74
------ ------ ------- -------
Total Revenues 577 483 2,076 1,735
------ ------ ------- -------
Expenses:
General and administrative expenses
(excluding non-cash compensation) 372 324 1,408 1,214
Non-cash compensation - performance
options (Note 1) 3 (34) 20 80
Depreciation expense 10 9 36 34
Amortization of intangible assets 1 1 3 1
Net gain on disposal of operations (1) (14) (11) (13)
------ ------ ------- -------
Total Expenses 385 286 1,456 1,316
------ ------ ------- -------
Operating Income 192 197 620 419
Interest expense 13 15 53 65
------ ------ ------- -------
Income before Income Taxes, Equity in
Net Income of Associates and Minority
Interest 179 182 567 354
Income tax expense (Note 2) 57 58 159 141
------ ------ ------- -------
Income before Equity in Net Income of
Associates and Minority Interest 122 124 408 213
Equity in net income of associates - (1) 14 9
Minority interest (4) (5) (8) (12)
------ ------ ------- -------
Net Income $118 $118 $414 $210
====== ====== ======= =======
Net Income per Share
- Basic $0.76 $0.80 $2.72 $1.43
- Diluted $0.69 $0.70 $2.45 $1.28
====== ====== ======= =======
Average Number of Shares Outstanding
- Basic 156 147 152 147
- Diluted 170 168 169 164
====== ====== ======= =======
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 leveraged 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 December 31, 2003, the Company has recognized $258 million,
or approximately 95 percent of the total estimated charge. The
remaining estimated charge of $15 million will be recognized quarterly
through 2004 in accordance with the vesting schedule.
Note 2: Income tax 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 was 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, was 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
years ended December 31, 2003 and 2002:
Three months ended
December 31,
---------------------
2003 2002 % Change
----- ----- ---------
Operating Income, GAAP basis $192 $197 (3)%
Excluding:
Non-cash compensation - performance options 3 (34)
Net gain on disposal of operations (1) (14)
----- -----
Adjusted Operating Income $194 $149 30%
===== =====
Operating Margin, GAAP basis, or Operating Income
as a percentage of Total Revenues 33% 41%
===== =====
Adjusted Operating Margin, or Adjusted Operating
Income as a percentage of Total Revenues 34% 31%
===== =====
Year ended December
31,
---------------------
2003 2002 % Change
----- ----- ---------
Operating Income, GAAP basis $620 $419 48%
Excluding:
Non-cash compensation - performance options 20 80
Net gain on disposal of operations (11) (13)
----- -----
Adjusted Operating Income $629 $486 29%
===== =====
Operating Margin, GAAP basis, or Operating Income
as a percentage of Total Revenues 30% 24%
===== =====
Adjusted Operating Margin, or Adjusted Operating
Income as a percentage of Total Revenues 30% 28%
===== =====
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 years ended December 31, 2003 and
2002:
Per Diluted Share
Three months ended Three months ended
December 31, December 31,
--------------------- -----------------------
2003 2002 % Change 2003 2002 % Change
----- ----- --------- ------ ------ ---------
Net Income, GAAP basis $118 $118 -% $0.69 $0.70 (1)%
Excluding:
Non-cash compensation -
performance options,
net of tax ($1, $(6)) 2 (28) 0.01 (0.16)
Net gain on disposal of
operations, net of tax
($nil, $(6)) (1) (8) - (0.05)
----- ----- ------ ------
Adjusted Net Income $119 $82 45% $0.70 $0.49 43%
===== ===== ====== ======
Diluted shares
outstanding, GAAP basis 170 168
===== =====
Per Diluted Share
Year ended December Year ended December 31,
31,
--------------------- -----------------------
2003 2002 % Change 2003 2002 % Change
----- ----- --------- ------ ------ ---------
Net Income, GAAP basis $414 $210 97% $2.45 $1.28 91%
Excluding:
Non-cash compensation -
performance options,
net of tax ($4, $13) 16 67 0.09 0.41
Net gain on disposal of
operations, net of tax
($(4), $(6)) (7) (7) (0.04) (0.04)
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* - - - (0.03)
----- ----- ------ ------
Adjusted Net Income $386 $270 43% $2.28 $1.62 41%
===== ===== ====== ======
Diluted shares
outstanding, GAAP basis 169 164
Dilutive effect of
performance options
assumed earned in full
from the beginning of
2002* - 3
----- -----
Diluted shares
outstanding, adjusted
basis 169 167
===== =====
* 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 year ended
December 31, 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 15 percent 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 $15 million for 2004; 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: Investors:
Kerry K. Calaiaro, 212-837-0880
calaiaro_ke@willis.com
OR
Media:
Nicholas Jones, +44-20-7488-8190
jonesnr@willis.com
OR
Dan Prince, 212-837-0806
prince_da@willis.com