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| 8-K - FORM 8-K - WILLIS TOWERS WATSON PLC | d536722d8k.htm |
 WILLIS
GROUP HOLDINGS
Fact Book
First Quarter 2013
May 2013
Exhibit 99.1 |
 Willis
Global
Franchise
2012 Commissions and Fees by Segment
2012 C&F: $3.46 billion
A leading global risk advisor, insurance and
reinsurance broker
| 2
International
30%
Global
32%
North
America
38%
Willis Subsidiaries and Associates
With roots dating to 1828, we operate today on every continent, with more than
17,000 employees in over 400 offices
Market-leading products and professional services in risk management and
transfer Our experts rank among the world’s leading authorities on
analytics, modelling and mitigation
strategies
at
the
intersection
of
global
commerce
and
extreme
events
Across geographies, industries and specialisms, Willis provides its local and
multinational clients with resilience for a risky world
|
 Summary Q1
2013 financial results See important disclosures regarding Non-GAAP
measures starting on page 17 | 3
Q1 2013 organic commission and fee
growth was well balanced across all
three business segments
Q1 2013 adjusted EPS includes :
$0.10 benefit from lower tax rates
$0.01 benefit from favorable F/X
compared to Q1 2012
Q1 2013
Q1 2012
Organic
commission and
fee growth
4.1%
2.1%
Reported
operating margin
27.3%
31.3%
Adjusted
operating margin
31.7%
32.6%
Reported EPS
$1.24
$1.28
Adjusted EPS
$1.46
$1.32 |
 Organic Q1
2013 commissions and fees growth Q1 2013
1Q 2012
Global
4.1%
4.7%
North America
4.3%
(2.0)%
International
3.8%
4.3%
Willis Group
4.1%
2.1%
Growth across all segments
Global
Solid high single-digit growth in
Reinsurance; low single digit growth in
Global Specialty
North America
Growth well distributed across geographic
regions; Human capital business up mid
single-digits; construction business up low
single-digits
International
Solid growth for the segment. Western
Europe down low single-digits; Mid single-
digit growth in Eastern Europe; continued
growth in UK, double-digit growth in Latin
America and Asia, mid single-digit growth in
Australasia
See important disclosures regarding Non-GAAP measures starting on page 17
| 4 |
 Reported operating margin 27.3%; Adjusted operating margin 31.7%
Adjusted operating margin down 90 bps from prior year quarter, primarily driven
by: Higher salaries and benefits and lower investment and other income
Partially offset by positive growth in commissions and fees
Reported EPS of $1.24; Adjusted EPS of $1.46
Reported EPS includes $0.22 impact of previously announced expense reduction
initiative Adjusted EPS up $0.14 or 10.6% against 1q12
Positive $0.10 impact from lower taxes
Positive $0.01 impact from foreign exchange
See important disclosures regarding Non-GAAP measures starting on page 17
Q1 2013 financial results
| 5 |
 WSH &
Peers – Organic growth trends
| 6
Note:
Peer
averages
are
based
on
Willis
estimates
using
public
information
regarding
insurance
brokerage
operations
of
AJG,
AON,
BRO,
MMC
Average 2008-2012:
WSH: 3%
Peers: 1%
See important disclosures regarding Non-GAAP measures starting on page 17
4%
2%
4%
2%
3%
4%
-1%
-2%
1%
2%
4%
6%
2008
2009
2010
2011
2012
1Q13
WSH
Peers |
 ($
millions) 2012 corporate/non-operating uses of cash
Dividends $185 million
Capex $135 million
Share buyback $100 million
M&A expenditures of $69 million
$85 million increase in cash flow from operations in 2012
$531 million of cash and cash equivalents at March 31, 2013
Strong cash flow from operations
| 7
$253
$419
$489
$439
$524
2008
2009
2010
2011
2012 |
 Adjusted EBITDA $894 million in LTM March 2013
Debt outstanding $2.4 billion as at March 31, 2013
(a)
Includes impact from acquisition of HRH as of 10/1/2008.
Leverage ratios
| 8
See important disclosures regarding Non-GAAP measures starting on page 17
3.8x
2.7x
2.5x
2.6x
2.6x
2.7x
2008
2009
2010
2011
2012
LTM Mar
2013 |
 SEGMENT
OVERVIEWS |
 Extensive retail platform
Able to leverage industry and specialty
practice group expertise across Willis
network
Major practice groups include:
Human Capital (approximately 24% of
2012 North America C&F)
Construction (approximately 14% of
2012 North America C&F)
Healthcare
Real Estate/Hospitality
Financial and Executive Risk
110 locations across seven regions
Other includes Canada and Mexico
Segment overview
2012
commissions
and
fees
–
by
region
2012 North America C&F: $1.31 billion
Willis North America overview
| 10
Metro /
Northeast
14%
Midwest
17%
Atlantic
22%
West
14%
South
17%
CAPPPS+
12%
Other
4% |
 Segment overview
2012
commissions
and
fees
–
by
region
Retail operations in
Western and Eastern Europe
United Kingdom
Latin America
Asia Pacific
South Africa
Middle East
Provide services to businesses locally
in over 120 countries
Offices designed to grow business
locally around the world, making use of
the skills, industry knowledge and
expertise available within segment and
elsewhere in the Group
2012 International C&F: $1.03 billion
Willis International overview
| 11
Western
Europe
42%
UK
18%
Latin America
17%
Australasia
7%
South Africa
2%
Asia
9%
Eastern Europe
5% |
 Specialist risk management and
consulting services include Reinsurance,
Specialty, Placement and Willis Capital
Markets & Advisory (WCM&A)
Willis Re
One of the world’s largest reinsurance
brokers with three divisions: North
America, International and Specialty
Significant market share in major
markets, particularly marine and aviation
Complete range of transactional
capabilities including, in conjunction with
WCM&A, a wide variety of capital
markets based products
Cutting edge analytical and advisory
services, including Willis Research
Network, the insurance industry’s largest
partnership with global academic
research
2012 Global C&F: $1.12 billion
Willis Global overview
| 12
Segment overview
2012
commissions
and
fees
–
by
business
Reinsurance
45%
Other
6%
Aerospace /
Inspace
8%
Marine
8%
Construction
3%
Energy
5%
Finex
6%
Faber Global
17%
Willis Capital
Markets
2% |
 Global Specialty, with strong global
positions in:
Aerospace
–
includes
Inspace
Marine & Energy
Construction
Financial & Executive Risks
Financial
Solutions
–
political
risks
and
UK
financial institutions
Faber Global -
wholesale and facultative
solutions through London, European & Bermuda
markets
Fine Art, Jewelry and Specie, Bloodstock and
Kidnap & Ransom
Placement
Specialist placement of risk into worldwide
insurance market
Willis Capital Markets & Advisory
Advises on M&A and capital markets products
Willis Global overview (continued)
2012 Global C&F: $1.12 billion
| 13
Segment overview
2012
commissions
and
fees
–
by
business
Reinsurance
45%
Other
6%
Aerospace /
Inspace
8%
Marine
8%
Construction
3%
Energy
5%
Finex
6%
Faber Global
17%
Willis Capital
Markets
2% |
 APPENDIX |
 The
Willis Cause | 15 |
 Important
disclosures regarding forward-looking statements | 16
This presentation contains certain “forward-looking statements” within the meaning of
Section 27A of the Securities Act of 1933, and Section 21E of the Securities Exchange Act of 1934,
which are intended to be covered by the safe harbors created by those laws. These forward-looking
statements include information about possible or assumed future results of our operations.
All statements, other than statements of historical facts, included in this 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 ‘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; 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; fluctuations in our earnings as a result of potential changes to our
valuation allowance(s) on our deferred tax assets; 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 and 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 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.
|
 Important
disclosures regarding Non-GAAP measures Adjusted operating income
is defined as operating income, excluding certain items as set out on pages 18 and
19. 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
as
set
out
on
pages
20
and
21.
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
pages
22
and 23.
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 24 and 25.
Reconciliations to GAAP measures are provided for selected non-GAAP
measures. | 17
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 Company’s 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 Company’s
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. |
 Important
disclosures regarding Non-GAAP measures (continued) Operating Income to
Adjusted Operating Income See related footnotes on page 26
| 18
2008
2009
2010
2011
2012
(In millions)
FY
FY
FY
FY
FY
Operating Income
$503
$690
$753
$566
($209)
Excluding:
Goodwill
impairment
charge
(b)
-
-
-
-
492
Write-off
of
unamortized
cash
retention
awards
(c)
-
-
-
-
200
2012
cash
bonus
accrual
(d)
-
-
-
-
252
Insurance
recovery
(e)
-
-
-
-
(10)
Write-off of uncollectible accounts receivable and
legal
fees
(f)
-
-
-
22
13
India
JV
settlement
(g)
-
-
-
-
11
2011
Operational
review
(h)
-
-
-
180
-
Financial Services Authority regulatory settlement
-
-
-
11
-
Venezuela
currency
devaluation
(i)
-
-
12
-
-
Net (gain)/loss on disposal of operations
-
(13)
2
(4)
3
Salaries
and
benefits
-
severance
programs
(j)
24
-
-
-
-
Salaries
and
benefits
–
other
(k)
42
-
-
-
-
HRH
integration
costs
(l)
5
18
-
-
-
Other
operating
expenses
(m)
26
-
-
-
-
Accelerated
amortization
of
intangibles
assets
(n)
-
7
-
-
-
Redomicile
costs
(o)
-
6
-
-
-
Adjusted Operating Income
$600
$708
$767
$775
$752
Operating Margin
17.8%
21.2%
22.6%
16.4%
(6.0%)
Adjusted Operating Margin
21.2%
21.8%
23.0%
22.5%
21.6% |
 Important
disclosures regarding Non-GAAP measures (continued) Operating Income to
Adjusted Operating Income See related footnotes on page 26
| 19
2012
2013
(In millions)
1Q
1Q
Operating Income
$317
$287
Excluding:
Expense
reduction
initiative
(a)
-
46
13
-
Adjusted Operating Income
$330
$333
Operating Margin
31.3%
27.3%
Adjusted Operating Margin
32.6%
31.7%
Write-off of uncollectible accounts receivable and legal fees
(f) |
 Important
disclosures regarding Non-GAAP measures (continued) Net Income to Adjusted
Net Income See related footnotes on page 26
| 20
2008
2009
2010
2011
2012
(In millions, except per share data)
FY
FY
FY
FY
FY
Net Income
$302
$434
$455
$203
($446)
Excluding the following, net of tax:
Goodwill impairment charge
(b)
-
-
-
-
458
Write-off
of
unamortized
cash
retention
awards
(c)
-
-
-
-
138
2012 cash bonus accrual
(d)
-
-
-
-
175
Insurance recovery
(e)
-
-
-
-
(6)
Write-off
of
uncollectible
accounts
receivable
and
legal
fees
(f)
-
-
-
13
8
India JV settlement
(g)
-
-
-
-
11
2011
Operational
review
(h)
-
-
-
128
-
Financial Services Authority regulatory settlement
-
-
-
11
-
Deferred tax valuation allowance
-
-
-
-
113
Make-whole amounts on repurchase and redemption of Senior Notes and
write- off of unamortized debt costs
-
-
-
131
-
Net (gain)/loss on disposal of operations
-
(11)
3
(4)
3
Venezuela currency devaluation
(i)
-
-
12
-
-
Salaries
and
benefits
-
severance
programs
(j)
17
-
-
-
-
Salaries
and
benefits
–
other
(k)
30
-
-
-
-
HRH
financing
(pre-close)
and
integration
costs
(l)
10
13
-
-
-
Other
operating
expenses
(m)
19
-
-
-
-
Accelerated
amortization
of
intangibles
assets
(n)
-
4
-
-
-
Redomicile
costs
(o)
-
6
-
-
-
Premium
on
early
redemption
of
2010
bonds
(p)
-
4
-
-
-
Adjusted Net Income
$378
$450
$470
$482
$454
Diluted shares outstanding
148
169
171
176
176
Net income
$2.04
$2.57
$2.66
$1.15
($2.58)
per diluted share
Adjusted net income
$2.55
$2.66
$2.75
$2.74
$2.58
per diluted share |
 Important
disclosures regarding Non-GAAP measures (continued) Net Income to Adjusted
Net Income See related footnotes on page 26
| 21
2012
2013
(In millions, except per share data)
1Q
1Q
Net Income
$225
$219
Excluding the following, net of tax:
Expense
reduction
initiative
(a)
-
38
8
-
Adjusted Net Income
$233
$257
Diluted shares outstanding
176
176
Net income
$1.28
$1.24
per diluted share
Adjusted net income
$1.32
$1.46
per diluted share
Write-off of uncollectible accounts receivable and legal fees
(f) |
 Important
disclosures regarding Non-GAAP measures (continued) Adjusted EBITDA and
Debt/Adjusted EBITDA See related footnotes on page 26
| 22
2008
2009
2010
2011
2012
(In millions)
FY
FY
FY
FY
FY
Operating Income
$503
$690
$753
$566
($209)
Excluding:
Goodwill impairment charge
(b)
-
-
-
-
492
Write-off
of
unamortized
cash
retention
awards
(c)
-
-
-
-
200
2012 cash bonus accrual
(d)
-
-
-
-
252
Insurance recovery
(e)
-
-
-
-
(10)
Write-off
of
uncollectible
accounts
receivable
and
legal
fees
(f)
-
-
-
22
13
India JV settlement
(g)
-
-
-
-
11
2011 Operational review
(h)
-
-
-
180
-
Financial Services Authority regulatory settlement
-
-
-
11
-
Venezuela
currency
devaluation
(i)
-
-
12
-
-
Net (gain)/loss on disposal of operations
-
(13)
2
(4)
3
Salaries
and
benefits
-
severance
programs
(j)
24
-
-
-
-
Salaries
and
benefits
–
other
(k)
42
-
-
-
-
HRH integration costs
(l)
5
18
-
-
-
Other
operating
expenses
(m)
26
-
-
-
-
Accelerated
amortization
of
intangibles
assets
(n)
-
7
-
-
-
Redomicile costs
(o)
-
6
-
-
-
Adjusted Operating Income
$600
$708
$767
$775
$752
Add back
Depreciation
54
64
63
69
79
Amortization of intangibles
36
93
82
68
59
Adjusted EBITDA
$690
$865
$912
$912
$890
Debt
2,650
2,374
2,267
2,369
2,353
Debt / Adjusted EBITDA
3.8x
2.7x
2.5x
2.6x
2.6x |
 Important
disclosures regarding Non-GAAP measures (continued) Adjusted EBITDA and
Debt/Adjusted EBITDA See related footnotes on page 26
| 23
2012
2013
(In millions)
2Q
3Q
4Q
1Q
LTM
Operating Income
$179
$70
($775)
$287
($239)
Excluding:
Expense
reduction
initiative
(a)
46
46
Goodwill
impairment
charge
(b)
492
-
492
Write-off
of
unamortized
cash
retention
awards
(c)
200
-
200
2012
cash
bonus
accrual
(d)
252
252
Insurance
recovery
(e)
(5)
-
(5)
-
(10)
Write-off of uncollectible accounts receivable and legal
fees
(f)
-
-
-
-
-
India
JV
settlement
(g)
-
11
-
-
11
2011
Operational
review
(h)
-
-
-
-
-
Financial Services Authority regulatory settlement
-
-
-
-
-
Net (gain)/loss on disposal of operations
-
1
2
-
3
Adjusted Operating Income
$174
$82
$166
$333
$755
Add back
Depreciation
19
21
20
21
81
Amortization of intangibles
15
14
15
14
58
Adjusted EBITDA
$208
$117
$201
$368
$894
Debt
2,402
Debt / Adjusted EBITDA
2.7x |
 Commissions and Fees Analysis
Important disclosures regarding Non-GAAP measures (continued)
2013
2012
Change
Foreign
currency
translation
Acquisitions
and disposals
Organic
commissions
and fees growth
($ millions)
%
%
%
%
Three months ended March 31,
2013
Global
$383
$370
3.5
(0.4)
(0.2)
4.1
North America
363
346
4.9
0.2
0.4
4.3
International
300
289
3.8
(0.1)
0.1
3.8
Commissions and Fees
$1,046
$1,005
4.1
(0.1)
0.1
4.1
| 24 |
 Important
disclosures regarding Non-GAAP measures (continued) Commissions and Fees
Analysis 2012
2011
Change
Foreign
currency
translation
Acquisitions
and disposals
Organic
commissions and
fees growth
($ millions)
%
%
%
%
2012 Full year
Global
$1,124
$1,073
4.8
(1.3)
-
6.1
North America
1,306
1,314
(0.6)
-
-
(0.6)
International
1,028
1,027
0.1
(4.8)
-
4.9
Commissions and Fees
$3,458
$3,414
1.3
(1.8)
-
3.1
2011
2010
Change
Foreign
currency
translation
Acquisitions
and disposals
Organic
commissions and
fees growth
($ millions)
%
%
%
%
2011 Full year
Global
$1,073
$987
8.7
2.0
-
6.7
North America
1,314
1,369
(4.0)
-
(0.4)
(3.6)
International
1,027
937
9.6
4.8
-
4.8
Commissions and Fees
$3,414
$3,293
3.7
2.1
(0.2)
1.8
| 25 |
 Important
disclosures regarding Non-GAAP measures (continued) Notes to the GAAP to
non-GAAP reconciliations (a)
$46 million pre-tax charge associated with expense reduction initiative in
1Q13. (b)
Impairment charge to reduce carrying value of North America segment goodwill.
(c)
(d)
Accrual for 2012 bonuses paid in 2013 related to change in remuneration
policy (e)
Insurance recovery related to (f) below
(f)
(g)
Settlement with former partners related to the termination of a joint venture
arrangement in India. (h)
(i)
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.
(j)
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. (k)
Other 2008 expense review salaries and benefits costs relate primarily to contract
buyouts. (l)
2009 HRH integration costs include $nil million severance costs ($2 million in
2008). (m)
Other operating expenses primarily relate to property and systems
rationalization. (n)
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. (o)
These are legal and professional fees incurred as part of the Company’s
redomicile of its parent Company from Bermuda to Ireland. (p)
On September 29, 2009 we repurchased $160 million of our 5.125 percent Senior Notes
due July 2010 at a premium of $27.50 per $1,000 face value, resulting in a total
premium on redemption, including fees, of $5 million.
| 26
Charge to write-off unamortized balance of past cash retention awards related to change in
remuneration policy
Write-off of uncollectible accounts receivable balance, together with associated legal costs
$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.
|
 WILLIS
GROUP HOLDINGS
WILLIS GROUP HOLDINGS
Fact Book
First Quarter 2013
May 2013 |