
NEW YORK -- (Business Wire)
Willis Group Holdings plc (NYSE: WSH), the global insurance broker,
today reported results for the quarter ended March 31, 2012.
Highlights of the quarter ended March 31, 2012 include:
-
Reported earnings per diluted share from continuing operations of
$1.28 compared to $0.20 in first quarter of 2011; adjusted earnings
per diluted share from continuing operations of $1.32 compared to
$1.29 in year ago quarter;
-
Reported commissions and fees increased 1% compared with the first
quarter of 2011;
-
Organic growth in commissions and fees of 2%; 3% excluding Loan
Protector results;
-
Reported operating margin of 31.3% compared to 23.7% in first quarter
of 2011; adjusted operating margin of 32.6% compared to 33.0% in year
ago quarter;
-
Launched $100 million share repurchase plan.
“Across Willis Group, we generated two percent organic growth in the
quarter with only minimal rate tailwind,” said Joe Plumeri, Chairman and
Chief Executive Officer, Willis Group Holdings. “Growth at Willis this
quarter was led by the Global segment, which continues to do very well.
The International segment reported strong results despite uneven
economic conditions in many of the larger markets in which we operate.
And the North America segment also provided positive organic growth,
excluding the results from our Loan Protector unit, helped by retention
that is returning to normal levels. Across the board, our associates
around the world are squarely focused on growing the business – and
their efforts are reflected in this quarter’s results,” Plumeri added.
First Quarter 2012 Financial Results
Reported net income from continuing operations for the quarter ended
March 31, 2012 was $225 million, or $1.28 per diluted share, compared
with $35 million, or $0.20 per diluted share, in the same period a year
ago. Reported net income in the first quarter of 2012 was impacted by a
$13 million charge for write-off of uncollectible accounts receivable
together with associated legal fees related to previously disclosed
fraudulent activity in a stand-alone North American business. Reported
net income in the first quarter of 2011 was impacted by a $97 million
charge related to the 2011 operational review, $171 million make-whole
amounts related to the repurchase and redemption of Senior Notes and
write-off of unamortized debt issuance costs, and a $4 million gain on
disposal of operations.
Adjusted net income from continuing operations (which excludes the
after-tax impact of those items discussed above) for the quarter ended
March 31, 2012 was $233 million, or $1.32 per diluted share, compared
with $224 million, or $1.29 per diluted share, in the same period a year
ago. Foreign currency movements decreased earnings by $0.02 per diluted
share in the first quarter of 2012 compared with the first quarter of
2011.
Total reported revenues for the quarter ended March 31, 2012 were $1,013
million compared with $1,007 million for the same period last year, an
increase of 1%.
Total commissions and fees were $1,005 million in the first quarter of
2012, up from $999 million in the prior year quarter. Foreign currency
movements negatively impacted reported commissions and fees by 1%
compared with the prior year period. Organic commissions and fees
increased 2% in the first quarter of 2012 compared with the first
quarter of 2011. Loan Protector (a non-core business within the North
America segment) had a negative impact on organic growth in the first
quarter of 2012. Excluding the impact of Loan Protector, organic
commissions and fees grew 3%.
Investment income was $5 million in the first quarter of 2012, compared
to $8 million in the first quarter of 2011 primarily due to declining
net yields on cash and cash equivalents.
North America Segment
Reported commissions and fees in the North America segment declined by
3% compared to the first quarter of 2011 while organic commission and
fees declined by 2% in the same period. Organic commission and fee
growth was negatively impacted by the continued weakness in the Loan
Protector business. Excluding Loan Protector results from both periods,
organic commissions and fees grew 1% compared to the first quarter of
2011. Premium rates in the segment increased period over period, while
exposure levels declined slightly. The North America segment’s operating
margin was 23.5% in the first quarter of 2012, compared with 23.7% in
the first quarter of 2011. Excluding Loan Protector’s results, from both
periods, the North America segment’s operating margin was 22.6% and
21.5% in the first quarters of 2012 and 2011, respectively.
International Segment
The International segment reported 1% growth in commissions and fees
compared with the same period in 2011. Unfavorable foreign currency
movements had a negative 3% impact on commissions and fees during the
quarter. Organic growth in commissions and fees was 4%, driven by growth
across all regions other than the UK and the Australasia region. Eastern
Europe and Latin America reported strong double-digit growth while Asia
reported high single-digit growth. In Europe, the continental business
grew low single-digits while the UK business was down mid single-digits,
as the region continues to suffer from economic weakness. The
International segment’s operating margin was 27.7% in the first quarter
of 2012 compared with 29.8% in the year ago period.
Global Segment
The Global segment, which comprises Reinsurance, Global Specialties,
Willis Faber & Dumas, and Willis Capital Markets & Advisory, reported 4%
growth in commissions and fees in the first quarter of 2012 compared
with the first quarter of 2011. Unfavorable foreign currency movements
had a negative 1% impact on commissions and fees during the quarter.
Organic growth in commissions and fees was 5% compared with the
comparable prior year quarter. Organic growth was led by Reinsurance
which grew high single-digits, driven by new business growth and an
improvement in the rate environment. Willis Faber & Dumas had a positive
quarter, with double-digit growth. Global Specialties was down low
single-digits.
Strong growth in Marine and Energy was offset by the non-recurrence of
the first quarter 2011 $6 million revenue adjustment attributable to a
change in accounting within one of the Global Specialty businesses. The
Global segment’s operating margin was 48.1% in the first quarter of
2012, compared with 48.9% in the year ago quarter.
Expenses
Reported salaries and benefits were $506 million in the first quarter of
2012, compared with $583 million in the first quarter of 2011, a
decrease of 13.2%. Reported salaries and benefits, as a percentage of
revenues, were 50.0% in the first quarter of 2012 compared with 57.9% in
the first quarter of 2011. Salaries and benefits in the first quarter of
2011 included $82 million related to the 2011 operational review.
Excluding the impact of the 2011 operational review charge, first
quarter 2011 salaries and benefits as a percentage of revenues was 49.8%.
The Company made $192 million of cash retention payments in the first
quarter of 2012 compared with $195 million in the first quarter of 2011.
Amortization of cash retention payments was $62 million in the first
quarter of 2012 compared with $44 million in the first quarter of 2011.
As of March 31, 2012 and December 31, 2011, $334 million and $196
million, respectively, are included in other assets on the balance sheet
representing the unamortized portion of cash retention payments.
Reported other operating expenses were $156 million in the first quarter
of 2012 compared with $152 million in the first quarter of 2011. Other
operating expenses in the first quarter of 2012 include the impact of
the $13 million write-off of uncollectible accounts receivable together
with associated legal fees, discussed above. Other operating expenses in
the first quarter 2011 included $11 million related to the 2011
operational review. Adjusted for the items discussed, other operating
expenses as a percentage of revenues were 14.1% in the first quarter of
2012, compared to 14.0% in the year ago quarter.
Operating Margin
Reported operating margin was 31.3% for the first quarter of 2012
compared with 23.7% for the same period of 2011. Adjusted operating
margin (adjusted for the expenses discussed above) was 32.6% for the
quarter ended March 31, 2012, compared with 33.0% a year ago.
Tax
The tax rate for the quarter ended March 31, 2012 was 24%, compared to
4% for the first quarter of 2011. The tax rate in the first quarter of
2011 reflected the recognition of tax on the $171 million make-whole
amounts related to the redemption and repurchase of Senior Notes and
write-off of unamortized debt issuance costs in that quarter. After
excluding the impact of certain non-recurring items, the effective tax
rate for the quarters ended March 31, 2012 and 2011 were 24.5% and
26.0%, respectively.
Debt and Capital
As of March 31, 2012, cash and cash equivalents totaled $464 million and
total debt was $2.45 billion. Total equity was $2.70 billion.
Share Buyback
In February 2012 the Company announced its intention to buy back up to
$100 million of its common stock during 2012. During the first quarter
2012, Willis repurchased 600,000 shares for approximately $21 million.
Dividends
The Board of Directors declared a regular quarterly cash dividend on the
Company’s ordinary shares of $0.27 per share (an annual rate of $1.08
per share). The dividend is payable on July 13, 2012 to shareholders of
record at June 30, 2012.
Outlook and Conclusion
“The results we are posting today are encouraging and are the result of
significant effort across all segments of the Company. We have seen,
however, that unexpected events, such as Loan Protector’s decline and
operational or economic disruptions can significantly affect our
business results. With that kind of uncertainty, it does not make sense
to offer guidance on future financial results. We are therefore
withdrawing the guidance we offered previously and will not provide it
going forward. Everyone at the Company will, nonetheless, stay squarely
focused on producing the best possible results for our shareholders for
the remaining three quarters of the year, and beyond,” said Mr. Plumeri.
Conference Call and Web Cast
A conference call to discuss the first quarter 2012 results will be held
on Friday, April 27, 2012, at 8:00 AM Eastern Time. To participate in
the live teleconference, please dial (866) 803-2143 (domestic) or +1
(210) 795-1098 (international) with a pass code 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 AM
Eastern Time, and through May 28, 2012 at 5:00 PM Eastern Time, by
calling (800) 944-3451 (domestic) or + 1 (203) 369-3877 (international)
with no pass code, or by accessing the website.
About Willis
Willis Group Holdings plc is a leading global insurance broker. Through
its subsidiaries, Willis develops and delivers professional insurance,
reinsurance, risk management, financial and human resource consulting
and actuarial services to corporations, public entities and institutions
around the world. Willis has more than 400 offices in nearly 120
countries, with a global team of approximately 17,000 employees serving
clients in virtually every part of the world. Additional information on
Willis may be found at www.willis.com.
Forward-Looking Statements
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 financial market conditions on our results of
operations and financial condition, including as a result of those
associated with the current Eurozone sovereign debt 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 the 2011
Operational Review or any revenue generating initiatives;
-
the 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-Employee Benefit 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, or otherwise;
-
our ability to retain key employees and clients and attract new
business;
-
the timing and 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;
-
the impairment of the goodwill of one of our reporting units, in which
case we may be required to record 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;
-
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 our Loan Protector 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, 2011 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.
Non-GAAP Supplemental Financial Information
This press release contains 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 GAAP
information is in the note disclosures that follow. 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 financial statements.
|
|
WILLIS GROUP HOLDINGS plc CONDENSED CONSOLIDATED INCOME STATEMENTS
(in millions, except per share data)
(unaudited)
|
|
|
|
| Three months ended March 31, |
| | 2012 |
| 2011 |
| Revenues | | | | | |
|
Commissions and fees
| |
$
|
1,005
| | | |
$
|
999
| |
|
Investment income
| | |
5
| | | | |
8
| |
|
Other income
| |
|
3
|
| | |
|
-
|
|
|
Total revenues
| |
|
1,013
|
| | |
|
1,007
|
|
| Expenses | | | | | |
|
Salaries and benefits (including share-based compensation of $9
million, $14 million)
| | |
506
| | | | |
583
| |
|
Other operating expenses
| | |
156
| | | | |
152
| |
|
Depreciation expense
| | |
19
| | | | |
20
| |
|
Amortization of intangible assets
| | |
15
| | | | |
17
| |
|
Net gain on disposal of operations
| |
|
-
|
| | |
|
(4
|
)
|
|
Total expenses
| |
|
696
|
| | |
|
768
|
|
| Operating Income | | |
317
| | | | |
239
| |
|
Make-whole amounts on repurchase and redemption of Senior Notes and
write-off of unamortized debt issuance costs
| | |
-
| | | | |
171
| |
|
Interest expense
| |
|
32
|
| | |
|
40
|
|
| Income from Continuing Operations before Income Taxes and
Interest in Earnings of Associates | | |
285
| | | | |
28
| |
|
Income taxes
| |
|
68
|
| | |
|
1
|
|
| Income from Continuing Operations before Interest in Earnings of
Associates | | |
217
| | | | |
27
| |
|
Interest in earnings of associates, net of tax
| |
|
15
|
| | |
|
16
|
|
| Income from Continuing Operations | | |
232
| | | | |
43
| |
| Discontinued Operations, net of tax | |
|
-
|
| | |
|
(1
|
)
|
| Net Income | | |
232
| | | | |
42
| |
|
Net income attributable to noncontrolling interests
| |
|
(7
|
)
| | |
|
(8
|
)
|
| Net Income attributable to Willis Group Holdings plc | |
$
|
225
|
| | |
$
|
34
|
|
| | | | |
|
| Amounts attributable to Willis Group Holdings plc shareholder | | | | | |
|
Income from Continuing Operations, net of tax
| |
$
|
225
| | | |
$
|
35
| |
|
Income from Discontinued Operations, net of tax
| |
|
-
|
| | |
|
(1
|
)
|
| Net income attributable to Willis Group Holdings plc | |
$
|
225
|
| | |
$
|
34
|
|
| | | | | | |
|
|
|
WILLIS GROUP HOLDINGS plc CONDENSED CONSOLIDATED INCOME STATEMENTS (Continued)
(in millions, except per share data)
(unaudited)
|
|
|
|
| Three months ended March 31, |
| | 2012 |
| 2011 |
| Earnings per Share – Basic and Diluted | | | | | |
| Basic Earnings per Share: | | | | | |
|
Continuing Operations
| |
$
|
1.29
| | |
$
|
0.20
|
|
Discontinued Operations
| |
|
-
| | |
|
-
|
| Net income attributable to Willis Group Holdings plc shareholders | |
$
|
1.29
| | |
$
|
0.20
|
| Diluted Earnings per Share: | | | | | |
|
Continuing Operations
| |
$
|
1.28
| | |
$
|
0.20
|
|
Discontinued Operations
| |
|
-
| | |
|
-
|
| Net income attributable to Willis Group Holdings plc shareholders | |
$
|
1.28
| | |
$
|
0.20
|
| Average Number of Shares Outstanding: | | | | | |
|
- Basic
| | |
174
| | | |
171
|
|
- Diluted
| | |
176
| | | |
174
|
| Shares Issued as of March 31 (thousands) | | |
173,697
| | | |
171,718
|
|
|
|
|
WILLIS GROUP HOLDINGS plc SUMMARY DRAFT BALANCE SHEETS
(in millions) (unaudited)
|
|
|
|
| March 31, 2012 |
| December 31, 2011 |
| Current Assets | | | | |
|
Cash & cash equivalents
| |
$
|
464
| |
$
|
436
|
|
Accounts receivable, net
| | |
1,009
| | |
910
|
|
Fiduciary assets
| | |
10,368
| | |
9,338
|
|
Deferred tax assets
| | |
51
| | |
44
|
|
Other current assets
| |
|
325
| |
|
259
|
|
Total current assets
| |
|
12,217
| |
|
10,987
|
| | | |
|
| Non-current Assets | | | | |
|
Fixed assets, net
| | |
426
| | |
406
|
|
Goodwill
| | |
3,306
| | |
3,295
|
|
Other intangible assets, net
| | |
406
| | |
420
|
|
Investments in associates
| | |
187
| | |
170
|
|
Deferred tax assets
| | |
24
| | |
22
|
|
Pension benefits asset
| | |
170
| | |
145
|
|
Other non-current assets
| |
|
353
| |
|
283
|
|
Total non-current assets
| |
|
4,872
| |
|
4,741
|
| Total Assets | |
$
|
17,089
| |
$
|
15,728
|
| | | |
|
| Liabilities and Equity | | | | |
| Current Liabilities | | | | |
|
Fiduciary liabilities
| |
$
|
10,368
| |
$
|
9,338
|
|
Deferred revenue and accrued expenses
| | |
285
| | |
320
|
|
Income taxes payable
| | |
62
| | |
15
|
|
Short-term debt and current portion of long term debt
| | |
17
| | |
15
|
|
Deferred tax liabilities
| | |
25
| | |
26
|
|
Other current liabilities
| |
|
338
| |
|
282
|
|
Total current liabilities
| |
|
11,095
| |
|
9,996
|
| | | |
|
| Non-current Liabilities | | | | |
|
Long-term debt
| | |
2,435
| | |
2,354
|
|
Liability for pension benefits
| | |
261
| | |
270
|
|
Deferred tax liabilities
| | |
47
| | |
32
|
|
Provision for liabilities
| | |
182
| | |
196
|
|
Other non-current liabilities
| |
|
367
| |
|
363
|
|
Total non-current liabilities
| |
|
3,292
| |
|
3,215
|
| Total Liabilities | |
|
14,387
| |
|
13,211
|
| | | |
|
|
Equity attributable to Willis Group Holdings plc
| | |
2,673
| | |
2,486
|
|
Noncontrolling interests
| |
|
29
| |
|
31
|
| Total Equity | |
|
2,702
| |
|
2,517
|
| Total Liabilities and Equity | |
$
|
17,089
| |
$
|
15,728
|
|
|
|
|
WILLIS GROUP HOLDINGS plc SUPPLEMENTAL FINANCIAL INFORMATION
(in millions, except per share data) (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 commissions and fees growth |
| |
|
| |
Organic commissions and fees growth excludes: (i) the impact of
foreign currency translation; (ii) the first twelve months of net
commission and fee revenues generated from acquisitions; (iii) the
net commission and fee revenues related to operations disposed of in
each period presented; (iv) in North America, legacy contingent
commissions assumed as part of the HRH acquisition and that had not
been converted into higher standard commission; and (v) investment
income and other income from reported revenues.
|
| |
|
| |
We believe organic growth in commissions and fees provides a measure
that the investment community may find helpful in assessing the
performance of operations that were part of our operations in both
the current and prior periods, and provide a measure against which
our businesses may be assessed in the future.
|
| |
|
| |
As a result of the disproportionate impact of the non-core Loan
Protector business, we have also provided organic commission and fee
growth information in the release for both the Company and the North
America segment excluding Loan Protector.
|
| |
|
| | Adjusted operating income and adjusted net income |
| |
|
| |
Adjusted operating income and adjusted net income are calculated by
excluding the impact of certain items from operating income and net
income, respectively the most directly comparable GAAP measures. We
believe that excluding these items, as applicable, from operating
income and net income, provides a more complete and consistent
comparative analysis of our results of operations.
|
|
|
|
| |
2. | | Analysis of Commissions and Fees |
| |
|
| |
The following table reconciles organic commissions and fees growth
by business unit to the percentage change in reported commissions
and fees for the three months ended March 31, 2012:
|
|
| |
| |
| | Three months ended March 31, | | Change attributable to |
| | |
| |
| | | |
| |
| |
| Organic |
| | | | | | | | Foreign | | Acquisitions | | | | commissions |
| | | | | | % | | | currency | | and | | | | and fees |
| | 2012 | | 2011 | | Change | | translation | | disposals | | | | growth (a) |
|
Global
| |
$
|
370
| |
$
|
357
| |
4
|
%
| |
(1
|
)%
| |
-
|
%
| | | |
5
|
%
|
|
North America
| | |
346
| | |
356
| |
(3
|
)%
| |
-
|
%
| |
(1
|
)%
| | (b) | |
(2
|
)%
|
|
International
| |
|
289
| |
|
286
| |
1
|
%
| |
(3
|
)%
| |
-
|
%
| | | |
4
|
%
|
|
Commissions
and fees
| |
$
|
1,005
| |
$
|
999
| |
1
|
%
| |
(1
|
)%
| |
-
|
%
| | | |
2
|
%
|
| | | | | | | | | | | | | | | |
|
|
(a)
|
|
Organic commission and fees growth excludes: (i) the impact of
foreign currency translation; (ii) the first twelve months of net
commission and fee revenues generated from acquisitions; (iii) the
net commission and fee revenues related to operations disposed of in
each period presented; (iv) in North America, legacy contingent
commissions assumed as part of the HRH acquisition and that had not
been converted into higher standard commission; and (v) investment
income and other income from reported revenues.
|
| |
|
|
(b)
| |
Included in North America reported commissions and fees were legacy
HRH contingent commissions of $1 million in the first quarter of
2012 compared with $4 million in the first quarter of 2011.
|
| |
|
Our methods of calculating these measures may differ from those
used by other companies and therefore comparability may be limited.
|
|
|
|
|
3. |
| Cash Retention Awards |
| |
|
| |
The Company makes annual cash retention awards to its employees.
Employees must repay a proportionate amount of these awards if they
voluntarily leave the Company’s employ (other than in the event of
retirement or permanent disability) before a certain time period,
currently up to three years. The Company makes cash payments to its
employees in the year it grants these retention awards and
recognizes these payments ratably over the period they are subject
to repayment, beginning in the quarter in which the award is made.
The unamortized portion of cash retention awards is recorded within
other assets.
|
| |
|
| |
The following table sets out the amount of cash retention awards
made and the related amortization of those awards for the three
months ended March 31, 2012 and 2011:
|
|
|
|
| |
| | Three months ended March 31, |
| | 2012 |
| 2011 |
| | | |
|
|
Cash retention awards made
| |
$
|
192
| |
$
|
195
|
| | | |
|
|
Amortization of cash awards
(included in Salaries and benefits)
| |
$
|
62
| |
$
|
44
|
| | | |
|
|
Unamortized cash retention awards
(included in other assets)
| |
$
|
334
| |
$
|
328
|
| | | | | |
|
|
| |
4. | | Adjusted Operating Income |
| |
|
| |
The following table reconciles adjusted operating income to
operating income, the most directly comparable GAAP measure, for the
three months ended March 31, 2012 and 2011:
|
| |
|
|
|
|
| Three months ended March 31, |
| | 2012 |
| 2011 |
| % Change |
|
Operating Income
| |
$
|
317
| | |
$
|
239
| | |
33
|
%
|
|
Excluding:
| | | | | | |
Write-off of uncollectible accounts receivable and legal fees(a) | | |
13
| | | |
-
| | | |
|
2011 operational review charge (b) | | |
-
| | | |
97
| | | |
|
Gain on disposal of operations
| | |
-
| | | |
(4
|
)
| | |
| |
| |
| | |
|
Adjusted Operating Income
| |
$
|
330
|
| |
$
|
332
|
| |
(1
|
)%
|
Operating Margin, GAAP basis, or Operating Income as a percentage
of Total Revenues
| |
|
(31.3
|
%)
| |
|
(23.7
|
%)
| | |
Adjusted Operating Margin, or Adjusted Operating Income as a
percentage of Total Revenues
| |
|
(32.6
|
%)
| |
|
(33.0
|
%)
| | |
|
|
|
| |
|
(a)
| |
Write-off of an uncollectible accounts receivable balance, together
with associated legal fees, related to fraudulent overstatement of
Commissions and Fees from the years 2004 to 2011, in a stand-alone
North American business.
|
| |
|
|
(b)
| |
Charge relating to the 2011 Operational Review, including $48
million of severance costs relating to the elimination of
approximately 450 positions in the first quarter of 2011.
|
| |
|
|
| |
5. | | Adjusted Net Income |
| |
|
| |
The following table reconciles adjusted net income to net income,
the most directly comparable GAAP measure, for the three months
ended March 31, 2012 and 2011:
|
| |
|
|
|
|
| Three months ended March 31, |
| Per diluted share Three months ended March 31, |
| |
2012 |
|
2011 |
| % Change | |
2012 |
|
2011 |
| % Change |
|
Net Income from Continuing Operations attributable to Willis Group
Holdings plc
| |
$
|
225
| |
$
|
35
| | |
543
|
%
| |
$
|
1.28
| |
$
|
0.20
| | |
540
|
%
|
| | | | | | | | | | | |
|
|
Excluding:
| | | | | | | | | | | | |
Write-off of uncollectible accounts receivable balance and legal
fees, net of tax ($5, $nil) (a) | | |
8
| | |
-
| | | | | |
0.04
| | |
-
| | | |
|
2011 operational review charge, net of tax ($nil, $28) (b) | | |
-
| | |
69
| | | | | |
-
| | |
0.40
| | | |
|
Gain on disposal of operations, net of tax ($nil, $nil)
| | |
-
| | |
(4
|
)
| | | | |
-
| | |
(0.02
|
)
| | |
|
Make-whole amounts on repurchase and redemption of Senior Notes and
write-off of unamortized debt issuance costs, net of tax ($nil, $47)
| | |
-
| | |
124
| | | | | |
-
| | |
0.71
| | | |
| |
| |
| | | |
| |
| | |
|
Adjusted Net Income
| |
$
|
233
| |
$
|
224
|
| |
4
|
%
| |
$
|
1.32
| |
$
|
1.29
|
| |
2
|
%
|
| | | | | | | | | | | |
|
|
Diluted shares outstanding, GAAP basis
| |
|
176
| |
|
174
|
| | | | | | | | |
|
|
|
(a)
|
|
Write-off of an uncollectible accounts receivable balance, together
with associated legal fees, related to fraudulent overstatement of
Commissions and Fees from the years 2004 to 2011, in a stand-alone
North American business.
|
| |
|
|
(b)
| |
Charge relating to the 2011 Operational Review, including $48
million of severance costs relating to the elimination of
approximately 450 positions.
|
| |
|
|
|
6.Condensed Consolidated Income Statements by Quarter |
|
| |
| |
| | 2011 | | 2012 |
| | Q1 |
| Q2 |
| Q3 |
| Q4 |
| FY | | Q1 |
| Revenues | | | | | | | | | | | | |
|
Commissions and fees
| |
$
|
999
| | |
$
|
852
| | |
$
|
753
| | |
$
|
810
| | |
$
|
3,414
| | |
$
|
1,005
| |
|
Investment income
| | |
8
| | | |
8
| | | |
7
| | | |
8
| | | |
31
| | | |
5
| |
|
Other income
| |
|
-
|
| |
|
1
|
| |
|
-
|
| |
|
1
|
| |
|
2
|
| |
|
3
|
|
|
Total Revenues
| |
|
1,007
|
| |
|
861
|
| |
|
760
|
| |
|
819
|
| |
|
3,447
|
| |
|
1,013
|
|
| Expenses | | | | | | | | | | | | |
|
Salaries and benefits
| | |
583
| | | |
505
| | | |
489
| | | |
510
| | | |
2,087
| | | |
506
| |
|
Other operating expenses
| | |
152
| | | |
164
| | | |
146
| | | |
194
| | | |
656
| | | |
156
| |
|
Depreciation expense
| | |
20
| | | |
19
| | | |
17
| | | |
18
| | | |
74
| | | |
19
| |
|
Amortization of intangible assets
| | |
17
| | | |
17
| | | |
18
| | | |
16
| | | |
68
| | | |
15
| |
|
Net gain on disposal of operations
| |
|
(4
|
)
| |
|
-
|
| |
|
-
|
| |
|
-
|
| |
|
(4
|
)
| |
|
-
|
|
|
Total Expenses
| |
|
768
|
| |
|
705
|
| |
|
670
|
| |
|
738
|
| |
|
2,881
|
| |
|
696
|
|
| Operating Income | | |
239
| | | |
156
| | | |
90
| | | |
81
| | | |
566
| | | |
317
| |
|
Make-whole amounts on repurchase and redemption of Senior Notes and
write-off of unamortized debt issuance costs
| | |
171
| | | |
-
| | | |
-
| | | |
-
| | | |
171
| | | |
-
| |
|
Interest expense
| |
|
40
|
| |
|
34
|
| |
|
38
|
| |
|
44
|
| |
|
156
|
| |
|
32
|
|
| Income from Continuing Operations before Income Taxes and
Interest in Earnings of Associates | | |
28
|
| | |
122
|
| | |
52
|
| | |
37
|
| | |
239
|
| | |
285
|
|
|
Income tax charge/(credit)
| |
|
1
|
| |
|
31
|
| |
|
2
|
| |
|
(2
|
)
| |
|
32
|
| |
|
68
|
|
| Income from Continuing Operations before Interest in Earnings of
Associates | | |
27
|
| | |
91
|
| | |
50
|
| | |
39
|
| | |
207
|
| | |
217
|
|
|
Interest in earnings of associates, net of tax
| |
|
16
|
| |
|
(3
|
)
| |
|
10
|
| |
|
(11
|
)
| |
|
12
|
| |
|
15
|
|
| Income from Continuing Operations | | |
43
| | | |
88
| | | |
60
| | | |
28
| | | |
219
| | | |
232
| |
|
Discontinued operations, net of tax
| |
|
(1
|
)
| |
|
1
|
| |
|
-
|
| |
|
1
|
| |
|
1
|
| |
|
-
|
|
| Net Income | | |
42
| | | |
89
| | | |
60
| | | |
29
| | | |
220
| | | |
232
| |
|
Net income attributable to non-controlling interests
| |
|
(8
|
)
| |
|
(4
|
)
| |
|
-
|
| |
|
(4
|
)
| |
|
(16
|
)
| |
|
(7
|
)
|
| Net Income attributable to Willis Group Holdings plc | |
$
|
34
|
| |
$
|
85
|
| |
$
|
60
|
| |
$
|
25
|
| |
$
|
204
|
| |
$
|
225
|
|
| Diluted Earnings per Share | | | | | | | | | | | | |
|
Net Income attributable to Willis Group Holdings plc shareholders
| |
$
|
0.20
|
| |
$
|
0.48
|
| |
$
|
0.34
|
| |
$
|
0.14
|
| |
$
|
1.15
|
| |
$
|
1.28
|
|
| Average Number of Shares Outstanding | | | | | | | | | | | | |
|
- Diluted
| |
|
174
|
| |
|
176
|
| |
|
176
|
| |
|
176
|
| |
|
176
|
| |
|
176
|
|
|
|
|
|
7.Segment Information by Quarter |
|
|
|
| 2011 |
| 2012 |
| | Q1 |
| Q2 |
| Q3 |
| Q4 |
| |
| FY | | Q1 |
| Commissions and Fees | | | | | | | | | | | | | | |
|
Global
| |
$
|
357
| | |
$
|
269
| | |
$
|
234
| | |
$
|
213
| | | | |
$
|
1,073
| | |
$
|
370
| |
|
North America
| | |
356
| | | |
326
| | | |
316
| | | |
316
| | | (b) | | |
1,314
| | | |
346
| |
|
International
| |
|
286
|
| |
|
257
|
| |
|
203
|
| |
|
281
|
| | | |
|
1,027
|
| |
|
289
|
|
|
Total Commissions and Fees
| |
$
|
999
|
| |
$
|
852
|
| |
$
|
753
|
| |
$
|
810
|
| | (b) | |
$
|
3,414
|
| |
$
|
1,005
|
|
| | | | | | | | | | | | | |
|
| Total Revenues | | | | | | | | | | | | | | |
|
Global
| |
$
|
360
| | |
$
|
272
| | |
$
|
235
| | |
$
|
215
| | | | |
$
|
1,082
| | |
$
|
372
| |
|
North America(a) | | |
358
| | | |
328
| | | |
318
| | | |
319
| | | (b) | | |
1,323
| | | |
349
| |
|
International
| |
|
289
|
| |
|
261
|
| |
|
207
|
| |
|
285
|
| | | |
|
1,042
|
| |
|
292
|
|
|
Total Revenues
| |
$
|
1,007
|
| |
$
|
861
|
| |
$
|
760
|
| |
$
|
819
|
| | (b) | |
$
|
3,447
|
| |
$
|
1,013
|
|
| | | | | | | | | | | | | |
|
| Operating Income | | | | | | | | | | | | | | |
|
Global
| |
$
|
176
| | |
$
|
88
| | |
$
|
53
| | |
$
|
35
| | | | |
$
|
352
| | |
$
|
179
| |
|
North America
| | |
85
| | | |
61
| | | |
62
| | | |
63
| | | (b) | | |
271
| | | |
82
| |
|
International
| | |
86
| | | |
56
| | | |
4
| | | |
75
| | | | | |
221
| | | |
81
| |
|
Corporate and Other (c) | |
|
(108
|
)
| |
|
(49
|
)
| |
|
(29
|
)
| |
|
(92
|
)
| | | |
|
(278
|
)
| |
|
(25
|
)
|
|
Total Operating Income
| |
$
|
239
|
| |
$
|
156
|
| |
$
|
90
|
| |
$
|
81
|
| | (b) | |
$
|
566
|
| |
$
|
317
|
|
| | | | | | | | | | | | | |
|
| Organic Commissions and Fees Growth | | | | | | | | | | | | | | |
|
Global
| | |
8
|
%
| | |
3
|
%
| | |
9
|
%
| | |
6
|
%
| | | | |
7
|
%
| | | 5 | % |
|
North America
| | |
(1
|
)%
| | |
-
|
%
| | |
(4
|
)%
| | |
(9
|
)%
| | (b) | | |
(4
|
)%
| | | (2 | )% |
|
International
| |
|
6
|
%
| |
|
6
|
%
| |
|
5
|
%
| |
|
2
|
%
| | | |
|
5
|
%
| |
| 4 | % |
|
Total Organic Commissions and Fees Growth
| |
|
4
|
%
| |
|
3
|
%
| |
|
2
|
%
| |
|
(2
|
)%
| | (b) | |
|
2
|
%
| |
|
2
|
%
|
| | | | | | | | | | | | | |
|
| Operating Margin | | | | | | | | | | | | | | |
|
Global
| | |
48.9
|
%
| | |
32.4
|
%
| | |
22.6
|
%
| | |
16.3
|
%
| | | | |
32.5
|
%
| | | 48.1 | % |
|
North America
| | |
23.7
|
%
| | |
18.6
|
%
| | |
19.5
|
%
| | |
19.7
|
%
| | (b) | | |
20.5
|
%
| | | 23.5 | % |
|
International
| | |
29.8
|
%
| | |
21.5
|
%
| | |
1.9
|
%
| | |
26.3
|
%
| | | | |
21.2
|
%
| | | 27.7 | % |
|
Total Operating Margin
| |
|
23.7
|
%
| |
|
18.1
|
%
| |
|
11.8
|
%
| |
|
9.9
|
%
| | (b) | |
|
16.4
|
%
| |
| 31.3 | % |
|
| |
|
(a)
| |
Total Revenues in the North America segment includes other income
comprising gains on disposal of intangible assets, which primarily
arise on the sale of books of business.
|
| |
|
|
(b)
| |
North America fourth quarter 2011 results include the reversal of $6
million of Commissions and Fees and the reversal of $2 million of
Salary and Benefits related to the fraudulent activity in a
stand-alone North American business, as disclosed in the Company’s
Form 10-K filed with the Securities and Exchange Commission in
February, 2012.
|
| |
|
|
(c)
| |
Corporate and Other includes the costs of the holding company,
foreign exchange hedging activities, foreign exchange on the UK
pension plan asset, foreign exchange gains and losses from currency
purchases and sales, amortization of intangible assets, net gains
and losses on disposal of operations, certain legal costs, and
write-off of uncollectible accounts receivable and associated legal
fees, related to fraudulent activity in a stand-alone North American
business. Additionally, in 2011, Corporate and Other included the
2011 Operational Review charge.
|

Contacts:
Willis Group Holdings plc
Investors:
Peter Poillon,
212-915-8084
peter.poillon@willis.com
or
Media:
Miles
Russell, +44 203 124-7446
miles.russell@willis.com
Source: Willis Group Holdings plc
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