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8-K Filing
Willis Towers Watson Public Limited (WTW) 8-KRegulation FD Disclosure
Filed: 13 Aug 13, 12:00am
![]() WILLIS GROUP HOLDINGS Fact Book Second Quarter 2013 August 2013 Exhibit 99.1 |
![]() With roots dating to 1828, Willis operates today on every continent, with more than 17,500 employees in over 400 offices Across geographies, industries and specialties, Willis provides its local and multinational clients with resilience for a risky world Willis is known for its market-leading products and professional services in risk management and risk transfer Willis experts rank among the world’s leading authorities on analytics, modelling and mitigation strategies at the intersection of global commerce and extreme events 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 Willis Subsidiaries and Associates International 30% Global 32% North America 38% |
![]() Summary Q2 2013 financial results See important disclosures regarding Non-GAAP measures starting on page 17 Q2 2013 Q2 2012 Organic commission and fee growth 6.3% 1.5% Reported operating margin 19.2% 21.3% Adjusted operating margin 19.2% 20.7% Reported EPS $0.59 $0.61 Adjusted EPS $0.59 $0.59 | 3 Positive Q2 2013 organic commission and fee growth across all three business segments, led by double-digit growth in Global Q2 2013 reported and adjusted EPS includes : $0.05 negative impact from F/X compared to Q2 2012 $0.03 benefit from lower tax rates Q2 2012 reported and adjusted EPS does not reflect the $0.05 negative impact from the change in compensation policy |
![]() Organic Q2 2013 commissions and fees growth Q2 2013 Q2 2012 Global 10.3% 6.8% North America 5.5% (3.0)% International 2.6% 2.0% Willis Group 6.3% 1.5% Growth across all segments Global Led by Willis Re, with growth in the mid- teens; Global Specialty grew mid-single- digits North America Growth was reported across all geographic regions; Human Capital and Construction up high single digits and low double digits, respectively International Western Europe grew low single digits while Eastern Europe grew low double digits; Latin America grew high teens; Asia was up mid- single digits; UK and Australasia were both down mid-single digits. See important disclosures regarding Non-GAAP measures starting on page 17 | 4 |
![]() Reported operating margin 19.2%; Adjusted operating margin 19.2% Adjusted operating margin down 150 bps from prior year quarter, primarily driven by: Higher salaries and benefits and other operating expenses, together with negative foreign exchange movements Partially offset by higher commissions and fees Reported EPS of $0.59; Adjusted EPS of $0.59 Adjusted EPS flat to Q2 2012 Positive $0.03 impact from lower taxes Negative $(0.05) impact from foreign exchange Q2 2012 results would have been $0.05 per diluted share lower had the change to compensation policy been in effect from start of 2012 See important disclosures regarding Non-GAAP measures starting on page 17 Q2 2013 financial results | 5 |
![]() WSH & Peers – Organic growth trends | 6 Note: Peer averages are based on Willis estimates using public information regarding insurance brokerage operations of AJG, AON, BRO, MMC Average 2008-2012: WSH: 3% Peers: 1% See important disclosures regarding Non-GAAP measures starting on page 17 4% 2% 4% 2% 3% 4% 6% -1% -2% 1% 2% 4% 6% 5% 2008 2009 2010 2011 2012 1Q13 2Q13 WSH Peers |
![]() ($ millions) 2012 corporate/non-operating uses of cash Dividends $185 million Capex $135 million Share buyback $100 million M&A expenditures of ~$70 million $85 million increase in cash flow from operations in 2012 $503 million of cash and cash equivalents at June 30, 2013 Strong cash flow from operations | 7 $253 $419 $489 $439 $525 2008 2009 2010 2011 2012 |
![]() Adjusted EBITDA $892 million in LTM June 2013 Debt outstanding $2.3 billion as at June 30, 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 (a) 3.8x 2.7x 2.5x 2.6x 2.6x 2.6x 2008 2009 2010 2011 2012 LTM Jun 2013 Debt / Adjusted EBITDA |
![]() 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 6,000 associates 110 locations (Other includes Canada and Mexico) Segment overview 2012 North America C&F: $1.31 billion Willis North America overview | 10 (1) CAPPPS: Captives, Actuarial, Programs, Pooling and Personal Lines Metro / Northeast 14% Midwest 17% Atlantic 22% West 14% South 17% CAPPPS (1) 12% Other 4% 2012 commissions and fees – by region |
![]() Segment overview Retail operations in Western and Eastern Europe United Kingdom Latin America Asia Pacific South Africa Middle East 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 7,000 associates 170 offices in 43 countries 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% 2012 commissions and fees – by region |
![]() Reinsurance, Specialty Insurance and Capital Markets businesses 3,600 associates; clients around the globe Willis Re One of the world’s largest reinsurance brokers with three divisions: North America, International and Specialty Strong 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 Reinsurance 45% Other 6% Aerospace / Inspace 8% Marine 8% Construction 3% Energy 5% Finex 6% Faber Global 17% Willis Capital Markets 2% 2012 commissions and fees – by business |
![]() Global Specialty, with strong global positions in: 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 Reinsurance 45% Other 6% Aerospace / Inspace 8% Marine 8% Construction 3% Energy 5% Finex 6% Faber Global 17% Willis Capital Markets 2% 2012 commissions and fees – by business Aerospace – includes Inspace |
![]() APPENDIX |
![]() The Willis Cause | 15 |
![]() Important disclosures regarding forward-looking statements 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. | 16 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. Copies are available online at http://www.sec.gov or www.willis.com. 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; our ability to implement and fully realize anticipated benefits of our new growth strategy; 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; 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 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; 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 & 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. |
![]() Important disclosures regarding Non-GAAP measures 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. 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 |
![]() 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 2013 2012 (In millions) 2Q 2Q Operating Income $171 $179 Excluding: Insurance recovery (e) - (5) Adjusted Operating Income $171 $174 Operating Margin 19.2% 21.3% Adjusted Operating Margin 19.2% 20.7% |
![]() 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 2013 2012 (In millions, except per share data) 2Q 2Q Net Income $105 $107 Excluding the following, net of tax: Insurance recovery (e) - (3) Adjusted Net Income $105 $104 Diluted shares outstanding 177 176 Net income $0.59 $0.61 per diluted share Adjusted net income $0.59 $0.59 per diluted share |
![]() 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) 3Q 4Q 1Q 2Q LTM Operating Income (loss) $70 ($775) $287 $171 ($247) 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) India JV settlement (g) 11 - - - 11 Net (gain)/loss on disposal of operations 1 2 - - 3 Adjusted Operating Income $82 $166 $333 $171 752 Add back Depreciation 21 20 21 21 83 Amortization of intangibles 14 15 14 14 57 Adjusted EBITDA $117 $201 $368 $206 $892 Debt 2,343 Debt / Adjusted EBITDA 2.6x |
![]() Commissions and Fees Analysis Important disclosures regarding Non-GAAP measures (continued) | 24 2013 2012 Change Foreign currency translation Acquisitions and disposals Organic commissions and fees growth ($ millions) % % % % Three months ended June 30, 2013 Global $305 $282 8.2 (2.3) 0.2 10.3 North America 333 314 6.1 - 0.6 5.5 International 247 241 2.5 (0.2) 0.1 2.6 Commissions and Fees $885 $837 5.7 (1.0) 0.4 6.3 2013 2012 Change Foreign currency translation Acquisitions and disposals Organic commissions and fees growth ($ millions) % % % % Six months ended June 30, 2013 Global $688 $652 5.5 (1.2) (0.1) 6.8 North America 696 660 5.5 0.1 0.5 4.9 International 547 530 3.2 (0.1) 0.1 3.2 Commissions and Fees $1,931 $1,842 4.8 (0.5) 0.2 5.1 |
![]() Important disclosures regarding Non-GAAP measures (continued) Commissions and Fees Analysis 2012 2011 Change Foreign currency translation Acquisitions and disposals Organic commissions and fees growth ($ 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 | 26 (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) Charge to write-off unamortized balance of past cash retention awards related to change in remuneration policy (d) Accrual for 2012 bonuses paid in 2013 related to change in remuneration policy (e) Insurance recovery related to (f) below (f) Write-off of uncollectible accounts receivable balance, together with associated legal costs (g) Settlement with former partners related to the termination of a joint venture arrangement in India. (h) $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. (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. |
![]() WILLIS GROUP HOLDINGS WILLIS GROUP HOLDINGS Fact Book Second Quarter 2013 August 2013 |