-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, URzksGie59vxOyeY0rfsakBl5OLhsqU4meYuKPYkFwY+tJS5IthCMPEKNiGEKQ+v tWeNjWFUl2aX8zCRlIvyYg== 0001157523-07-004274.txt : 20070430 0001157523-07-004274.hdr.sgml : 20070430 20070430164510 ACCESSION NUMBER: 0001157523-07-004274 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 3 CONFORMED PERIOD OF REPORT: 20070425 ITEM INFORMATION: Results of Operations and Financial Condition ITEM INFORMATION: Other Events ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20070430 DATE AS OF CHANGE: 20070430 FILER: COMPANY DATA: COMPANY CONFORMED NAME: WILLIS GROUP HOLDINGS LTD CENTRAL INDEX KEY: 0001140536 STANDARD INDUSTRIAL CLASSIFICATION: INSURANCE AGENTS BROKERS & SERVICES [6411] IRS NUMBER: 000000000 STATE OF INCORPORATION: D0 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-16503 FILM NUMBER: 07801143 BUSINESS ADDRESS: STREET 1: TEN TRINITY SQUARE CITY: LONDON ENGLAND STATE: X0 ZIP: 00000 BUSINESS PHONE: 0114402074 MAIL ADDRESS: STREET 1: TEN TRINITY SQUARE CITY: LONDON ENGLAND STATE: X0 ZIP: 00000 8-K 1 a5390334.txt WILLIS GROUP HOLDINGS LIMITED 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 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 25, 2007 Willis Group Holdings Limited - -------------------------------------------------------------------------------- (Exact Name of Registrant as Specified in Its Charter) Bermuda - -------------------------------------------------------------------------------- (State or Other Jurisdiction of Incorporation) 001-16503 98-0352587 - -------------------------------------------------------------------------------- (Commission File Number) (IRS Employer Identification No.) c/o Willis Group Limited Ten Trinity Square London EC3P 3AX, England - -------------------------------------------------------------------------------- (Address of Principal Executive Offices) (44) (20) 7488-8111 - -------------------------------------------------------------------------------- (Registrant's Telephone Number, Including Area Code) 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 (see General Instruction A.2. below): |_| 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 25, 2007, Willis Group Holdings Limited ("WGHL") issued a press release reporting results for the quarter ended March 31, 2007. A copy of the press release is attached as Exhibit 99.1 to this Report on Form 8-K and is incorporated herein by reference. Item 8.01 Other Events. On April 26, 2007, WGHL held its Annual Meeting of Shareholders ("AGM") at the School of Risk Management at St. John's University in New York City. A copy of the press release announcing the results of the AGM is attached as Exhibit 99.2 to this Report on Form 8-K and is incorporated herein by reference. Item 9.01. Financial Statements and Exhibits. (d) Exhibits. 99.1 Press Release of WGHL dated April 25, 2007 99.2 Press Release of WGHL dated April 26, 2007 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 Date: April 30, 2007. By: /s/ Adam G. Ciongoli ------------------------- Name: Adam G. Ciongoli Title: General Counsel EXHIBIT INDEX Exhibit No. Description - ----------- ----------- 99.1 Press Release of WGHL dated April 25, 2007 99.2 Press Release of WGHL dated April 26, 2007 EX-99.1 2 a5390334ex991.txt EXHIBIT 99.1 Exhibit 99.1 Willis Group Reports Strong First Quarter 2007 Results Earnings up 25 Percent to $1.10 per Diluted Share Reported Commissions and Fees up 10 Percent; 6 Percent Organic Revenue Growth Operating Margin Expansion to 32.2 Percent, up 180 Basis Points NEW YORK--(BUSINESS WIRE)--April 25, 2007--Willis Group Holdings Limited (NYSE: WSH), the global insurance broker, today reported results for the quarter ended March 31, 2007. "Our results by every measure show we are off to a solid start in 2007, and we once again delivered good organic revenue growth despite a softening market," said Joe Plumeri, Chairman and Chief Executive Officer. "We continue to execute on our Shaping Our Future strategy creating new opportunities for growth as well as cost efficiencies. Our confidence in the Company is clearly demonstrated by the $457 million buyback of stock in the first quarter." Financial Results Net income for the quarter ended March 31, 2007 was $169 million compared with $140 million a year ago, an increase of 21 percent. Earnings per diluted share increased 25 percent to $1.10 in the first quarter 2007 from $0.88 a year ago. The impact of foreign currency translation increased first quarter 2007 earnings per diluted share by $0.04 compared with the first quarter 2006. Total reported revenues for the quarter ended March 31, 2007 were $739 million compared with $671 million for the same period last year, an increase of 10 percent. The effect of foreign currency translation increased reported revenues by 3 percent. Organic growth in commissions and fees, which excludes market remuneration, was 6 percent in the first quarter 2007. This growth was attributed to net new business won; the net impact of declining premium rates was offset by other market factors. Each business unit contributed to overall organic growth in commissions and fees in the first quarter 2007, with Global at 3 percent, North America at 6 percent and International at 8 percent. Operating margin was 32.2 percent for the quarter ended March 31, 2007 compared with 30.4 percent for the same period last year, an increase of 180 basis points. Salaries and benefits expenses were $377 million, or 51.0 percent of total revenues, in the first quarter 2007. This compares favorably with $348 million, or 51.9 percent of total revenues, in the first quarter 2006. Net benefits delivered by Shaping Our Future initiatives, accretion from recent hires and lower pension costs drove this improvement. Other operating expenses were $111 million, or 15.0 percent of total revenues, in the first quarter 2007. This compares favorably with $105 million, or 15.6 percent of revenues, in the first quarter 2006. This improvement was the result of expense discipline and benefits from Shaping Our Future initiatives. The incremental costs of new buildings in London and New York will start from the second quarter 2007; hence other expenses in the first quarter 2007 were modestly below the run rate for the rest of the year. The Company's Shaping Our Future initiatives are progressing in line with plans and we continue to estimate that the annualized net benefit will be approximately $20 million in 2007, $30 million by 2008 and $45 million by 2009. The Company has provided for an effective underlying tax rate in the first quarter 2007 of 30.5 percent, excluding the tax effects of the disposal of the UK head office, share-based compensation and amortization of intangible assets. Capital Management The Board of Directors declared a regular quarterly cash dividend on the Company's common stock of $0.25 per share, an annual rate of $1.00 per share. The dividend is payable on July 16, 2007 to shareholders of record on June 30, 2007. In the first quarter 2007, the Company issued $600 million of 10-year Senior Notes at 6.20 percent. The cash proceeds of the issue were used to fund share buy backs and to repay outstanding borrowings of $200 million under the revolving credit facility. The Company repurchased 11.5 million shares for $457 million under accelerated share repurchase programs as part of its existing $1 billion authorization program in the first quarter 2007. There is $332 million remaining under this authorization, which is anticipated to be utilized by the end of 2008. As at March 31, 2007, cash and cash equivalents totaled $253 million, total debt was $1.2 billion and total stockholders' equity was approximately $1.1 billion. Outlook For the full year 2007, Willis expects to continue to grow organic revenue and expand adjusted operating margin modestly. The Company expects to deliver breakout financial performance in the next few years. Specifically, by the full year 2010, the Company has set financial targets of salaries and benefits expense as a percentage of total revenues to be below 54 percent, adjusted operating margin of 28 percent or better and industry leading organic revenue growth. "Our plan is to continue to drive revenue growth despite softening insurance markets, while maintaining our expense discipline," said Mr. Plumeri, "We have shown we are executing on our Shaping our Future initiatives by delivering profitable growth, and we are making progress towards our financial targets." Conference Call and Web Cast A conference call to discuss first quarter 2007 results will be held April 26, 2007 at 8:00 a.m. Eastern Time. To participate in the live teleconference, please dial (888) 566-5771 (Domestic) +1 (210) 839-8503 (International) with a passcode of "Willis." The live audio web cast (which will be listen-only) may be accessed at www.willis.com. This call will be available by replay starting at approximately 10:00 a.m., Eastern Time, and ending May 10, 2007 at 11:00 p.m. Eastern Time, by calling (866) 508-6479 (domestic) or +1 (203) 369-1901 (international) with no passcode, or by accessing the website. 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. Including our Associates, we have around 300 offices in some 100 countries, with a global team of approximately 16,000 employees serving clients in some 190 countries. Additional information on Willis may be found on its website 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 condensed consolidated statements of operations for the quarter ended March 31, 2007. WILLIS GROUP HOLDINGS LIMITED CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS (in millions, except per share data) (unaudited) Three months ended March 31, --------------- 2007 2006 ------- ------- Revenues Commissions and fees $ 715 $ 652 Investment income 24 19 ------- ------- Total Revenues 739 671 ------- ------- Expenses Salaries and benefits 377 348 Other operating expenses 111 105 Depreciation expense and amortization of intangible assets 16 14 Gain on disposal of UK head office (3) - ------- ------- Total Expenses 501 467 ------- ------- Operating Income 238 204 Interest expense 12 9 ------- ------- Income before Income Taxes, Interest in Earnings of Associates and Minority Interest 226 195 Income taxes 68 62 ------- ------- Income before Interest in Earnings of Associates and Minority Interest 158 133 Interest in earnings of associates, net of tax 19 14 Minority interest, net of tax (8) (7) ------- ------- Net Income $ 169 $ 140 ======= ======= Earnings per Share - Basic $ 1.11 $ 0.89 - Diluted $ 1.10 $ 0.88 ======= ======= Average Number of Shares Outstanding - Basic 152 157 - Diluted 154 159 ======= ======= WILLIS GROUP HOLDINGS LIMITED SUPPLEMENTAL FINANCIAL INFORMATION (in millions) (unaudited) 1. 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. Organic revenue growth Organic revenue growth excludes the impact of foreign currency translation, acquisitions and disposals and market remuneration from reported revenues. We use organic revenue growth as a measure of business growth generated by operations that were part of the Company at the end of the period. Adjusted operating margin Adjusted operating margin is operating margin excluding net gains and losses on disposals and other one-time items: specifically, in 2006 we excluded our significant expenditure on Shaping Our Future initiatives in the third and fourth quarters. We believe that excluding these items from operating margin, along with the GAAP measures, provides a more complete and consistent comparative analysis of our results of operations. 2. Revenue analysis Organic revenue growth is defined as revenue growth excluding the impact of foreign currency translation, acquisitions and disposals and market remuneration. The percentage change in reported revenues is the most directly comparable GAAP measure, and the following table reconciles this change to organic revenue growth by business unit for the three months ended March 31, 2007: Three months ended March 31, --------------------------- % 2007 2006(1) Change -------- -------- -------- Global $ 261 $ 241 8% North America 188 178 6% International 266 233 14% -------- -------- -------- Commissions and fees $ 715 $ 652 10% Investment income 24 19 26% -------- -------- -------- Total revenues $ 739 $ 671 10% ======== ======== ======== Change attributable to ---------------------------------------------------- Foreign Acquisitions Organic currency and Market revenue translation disposals remuneration growth ------------ ------------ ------------ ---------- Global 2% 3% 0% 3% North America 0% 0% 0% 6% International 6% 0% 0% 8% ------------ ------------ ------------ ---------- Commissions and fees 3% 1% 0% 6% Investment income 4% 2% 0% 20% ------------ ------------ ------------ ---------- Total revenues 3% 1% 0% 6% ============ ============ ============ ========== (1) Effective January 1, 2007, we changed our management structure. Our UK and Irish retail operations, Willis UK and Ireland, which were previously within our Global division, have been combined with our previously existing international units to create a single International segment (Q1 2006 revenue reclassification of $70 million). The new International segment incorporates all our retail operations outside North America. Our Energy business previously reported in our North America division is now reported within our Global division (Q1 2006 revenue reclassification of $3 million). Our prior period revenue analysis has been adjusted to reflect our new internal reporting structure. WILLIS GROUP HOLDINGS LIMITED NON-GAAP FINANCIAL SUPPLEMENT (in millions, except per share data) (unaudited) 2006 2007 ---------------------------------- ------ Q1 Q2 Q3 Q4 FY Q1 ------ ------ ------ ------ ------ ------ Revenues (1) Global $241 $185 $160 $151 $737 $261 North America 178 190 180 208 756 188 International 233 197 179 239 848 266 ------ ------ ------ ------ ------ ------ Commissions and fees 652 572 519 598 2,341 715 Investment income 19 21 24 23 87 24 ------ ------ ------ ------ ------ ------ Total Revenues 671 593 543 621 2,428 739 ------ ------ ------ ------ ------ ------ Expenses Salaries and benefits 348 351 383 375 1,457 377 Other operating expenses 105 108 138 103 454 111 Depreciation expense and amortization of intangible assets 14 15 17 17 63 16 Gain on disposal of UK head office - - (99) (3) (102) (3) Net loss/(gain) on disposal of operations - - 7 (3) 4 - ------ ------ ------ ------ ------ ------ Total Expenses 467 474 446 489 1,876 501 ------ ------ ------ ------ ------ ------ Operating Income 204 119 97 132 552 238 Operating Income margin 30.4% 20.1% 17.9% 21.3% 22.7% 32.2% Interest expense 9 9 9 11 38 12 ------ ------ ------ ------ ------ ------ Income before Income Taxes, Interest in Earnings of Associates and Minority Interest 195 110 88 121 514 226 Income taxes 62 36 3 (38) 63 68 ------ ------ ------ ------ ------ ------ Income before Interest in Earnings of Associates and Minority Interest 133 74 85 159 451 158 Interest in earnings of associates, net of tax 14 - 6 (4) 16 19 Minority interest, net of tax (7) (2) (2) (7) (18) (8) ------ ------ ------ ------ ------ ------ Net Income $140 $72 $89 $148 $449 $169 ====== ====== ====== ====== ====== ====== Earnings per Share - - Diluted $0.88 $0.45 $0.56 $0.94 $2.84 $1.10 ====== ====== ====== ====== ====== ====== Average Number of Shares Outstanding - - Diluted 159 159 159 157 158 154 ====== ====== ====== ====== ====== ====== (1) As described in Note 2, our prior period revenue analysis has been adjusted to reflect our 2007 internal reporting structure. CONTACT: Willis Group Holdings Limited Investors: Kerry K. Calaiaro, +1 212 837-0880 kerry.calaiaro@willis.com or Media: Dan Prince, +1 212 837-0806 daniel.prince@willis.com EX-99.2 3 a5390334ex992.txt EXHIBIT 99.2 Exhibit 99.2 Willis Group Holdings Limited Reports on Annual Meeting of Stockholders NEW YORK--(BUSINESS WIRE)--April 26, 2007--Willis Group Holdings Limited (NYSE: WSH), the global insurance broker, held its Annual Meeting of Shareholders today at the School of Risk Management at St. John's University in New York City. At the meeting, stockholders re-elected Joseph J. Plumeri, Gordon M. Bethune, William W. Bradley, Joseph A. Califano Jr., Anna Catalano, Eric G. Friberg, Sir Roy Gardner, The Rt. Hon. Sir Jeremy Hanley, KCMG, Wendy E. Lane, James F. McCann, and Douglas B. Roberts to the Board of Directors. All will serve until the next Annual General Meeting of Shareholders or until their respective successors are elected or appointed. Stockholders also re-appointed Deloitte & Touche as auditors until the close of the next Annual General Meeting of Shareholders and authorized the Audit Committee on behalf the Board of Directors to fix the auditors remuneration. In remarks to shareholders, Joe Plumeri, Chairman and CEO of Willis, reviewed a number of highlights that the Company marked in 2006: its first-ever Investor Day, the launch and initial execution of Shaping Our Future, the sale of its current London headquarters and the significance of a new building as the future home of Willis; and various financial measures including the increase in organic revenue growth and adjusted operating margin. "We have the right team in place and are executing on our plans," said Plumeri. "Our hard work was recognized by our clients and peers as we received several industry awards and by Standard & Poor's reflected in their up-grading our credit rating. I am proud of what we all accomplished together and look forward to all that is ahead of us." 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 80 countries, its global team of 15,400 Associates serves clients in some 190 countries. Willis is publicly traded on the New York Stock Exchange (NYSE: WSH). Additional information on Willis may be found on its web site: www.willis.com. CONTACT: Willis Group Holdings Limited Investors: Kerry K. Calaiaro, +1 212 837-0880 kerry.calaiaro@willis.com or Media: Dan Prince, +1 212 837-0806 daniel.prince@willis.com -----END PRIVACY-ENHANCED MESSAGE-----