Attached files
| file | filename |
|---|---|
| EX-99.1 - EX-99.1 - WILLIS TOWERS WATSON PLC | d716156dex991.htm |
| EX-99.2 - EX-99.2 - WILLIS TOWERS WATSON PLC | d716156dex992.htm |
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): April 29, 2014
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)
Registrant’s 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 2.02 | Results of Operations and Financial Condition. |
On April 29, 2014, Willis Group Holdings Public Limited Company (the “Company”) issued a press release reporting results for the first quarter ended March 31, 2014 and posted a slide presentation to its website, which it may refer to during its conference call to discuss the results. Copies of the press release and the slide presentation are attached as Exhibit 99.1 and Exhibit 99.2, respectively, to this Current Report on Form 8-K and are incorporated herein by reference.
| Item 2.05 | Costs Associated with Exit or Disposal Activities |
(a), (b), (c) and (d)
On April 23, 2014, the Board of Directors of the Company approved a multi-year operational improvement program (the “Program”) that will allow the Company to continue to strengthen its client service, realize operational efficiencies, and invest in new capabilities for growth. The Program will start in the second quarter of 2014 and is expected to be complete by the end of 2017. The Program is expected to deliver cumulative cost savings of approximately $420 million through 2017 and annual cost savings of approximately $300 million starting in 2018. The estimated phasing of cost savings is: approximately $5 million in 2014, approximately $45 million in 2015, approximately $135 million in 2016 and approximately $235 million in 2017. The estimated cost savings are before any potential reinvestment. However, the Company expects the majority of savings to be reflected in earnings. To achieve these savings, the Company expects to incur cumulative charges amounting to approximately $410 million through the end of 2017. The amounts expected to be incurred with respect to the main elements of the Program are as follows:
| • | Movement of more than 3,500 support roles from higher cost locations to Company facilities in lower cost locations, bringing the ratio of employees in higher cost versus lower cost locations from approximately 80:20 to approximately 60:40 in the amount of approximately $214 million; |
| • | Net workforce reductions in support positions in the amount of approximately $91 million; and |
| • | Lease consolidation in real estate and reductions in ratios of seats per employee and square footage of floor space per employee in the amount of approximately of $105 million. |
Total charges, actual savings and timing may vary positively or negatively from these estimates due to changes in the scope, underlying assumptions or execution risk of the restructuring plan throughout its duration.
| Item 7.01 | Regulation FD. |
The slide presentation referred to in Item 2.02 above is attached hereto as Exhibit 99.2 and incorporated herein by reference.
The information contained in Item 2.02 and 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 Earnings Press Release issued April 29, 2014 | |
| 99.2 | Slide Presentation – Willis Group Holdings First Quarter 2014 Results | |
We have included in this document “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 ‘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 global economic conditions on our results of operations and financial condition, including as a result of those associated with the Eurozone, any insolvencies of or other difficulties experienced by our clients, insurance companies or financial institutions; |
| • | our ability to implement and fully realize anticipated benefits of our new growth strategy and revenue generating initiatives; |
| • | our ability to implement and realize anticipated benefits of any expense reduction initiative, including our ability to achieve expected savings from the multi-year operational improvement program as a result of unexpected costs or delays and demand on managerial, operational and administrative resources and/or macroeconomic factors affecting the program; |
| • | volatility or declines in insurance markets and premiums on which our commissions are based, but which we do not control; |
| • | our ability to develop and implement technology solutions and invest in innovative product offerings in an efficient and effective manner; |
| • | our ability to continue to manage our significant indebtedness; |
| • | our ability to compete in our industry, including any impact if we continue to refuse to accept contingent commissions from carriers in the non-Human Capital areas of our retail brokerage business; |
| • | our ability to develop new products and services; |
| • | 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, including a downgrade to our credit rating, that could inhibit our ability to borrow funds or the pricing thereof and in certain circumstances cause us to offer to buy back some of our debt; |
| • | 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 anticipated benefits of any acquisition or other transactions in which we may engage, including any revenue growth or operational efficiencies; |
| • | our ability to effectively integrate any acquisition into our business; |
| • | our inability to exercise full management control over our associates, such as Gras Savoye; |
| • | 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 involvement 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; |
| • | the interruption or loss of our information processing systems, data security breaches or failure to maintain secure information systems; and |
| • | impairment of the goodwill in one of our reporting units, in which case we may be required to record significant charges to earnings. |
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, 2013 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.
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: April 29, 2014 | 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 Earnings Press Release issued April 29, 2014 | |
| 99.2 | Slide Presentation – Willis Group Holdings First Quarter 2014 Results | |