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    Willis Group Reports Second Quarter 2013 Results

    Reported growth in commissions and fees of 5.7%

    Organic growth in commissions and fees of 6.3%

    NEW YORK, July 24, 2013 – Willis Group Holdings plc (NYSE: WSH), the global risk advisor, insurance and reinsurance broker, today reported results for the three and six months ended June 30, 2013.

     
    Three months ended
    June 30,
    Six months ended
    June 30,
      2013 2012 Change 2013 2012 Change
    Reported net income per diluted share from continuing operations

    $0.59 $0.61 (3.3)% $1.83 $1.89 (3.2)%
    Adjusted net income per diluted share from continuing operations

    $0.59 $0.59 -% $2.05 $1.91 7.3%
    Reported operating margin

    19.2% 21.3% (210) bps 23.6% 26.7% (310) bps
    Adjusted operating margin

    19.2% 20.7% (150) bps 26.0% 27.2% (120) bps
    Reported commissions and fees growth

    5.7% (1.8)%   4.8% (0.5)%  
    Organic commissions and fees growth

    6.3% 1.5%   5.1% 1.8%  

    Willis Group earnings per diluted share, both reported and adjusted, were $0.59 in the second quarter of 2013. Foreign currency movements decreased earnings per diluted share by $0.05. These results compare to reported and adjusted earnings per diluted share of $0.61 and $0.59, respectively in the year ago quarter. Second quarter 2012 results would have been $0.05 per diluted share lower had the previously disclosed change to our compensation policy been effective from the beginning of 2012.

    Willis Group recorded second quarter organic commissions and fees growth of 6.3%, building on comparable growth of 4.1% in the first quarter of 2013. The Group’s three business units each contributed positively to this quarter’s performance, with Willis Global contributing growth of 10.3%, Willis North America contributing growth of 5.5% and Willis International contributing growth of 2.6%.

    “We continued to build on our solid performance at the end of last year and through the first half of 2013, delivering our third consecutive quarter of robust top line growth,” said Willis Group CEO, Dominic Casserley. “I am pleased with the progress we made in our adjusted operating income, after considering the unfavorable foreign exchange and the uneven comparison resulting from the recent change to our compensation policy. Across our Company, our Associates are looking forward to continuing our positive momentum throughout the remainder of 2013.”

    Second Quarter 2013 Financial Results

    Willis Group net income from continuing operations, both reported and adjusted, was $105 million, or $0.59 per diluted share, for the quarter ended June 30, 2013. Foreign currency movements decreased earnings by $0.05 per diluted share in the second quarter of 2013 compared with the second quarter of 2012.

    These results are compared to reported net income from continuing operations of $107 million, or $0.61 per diluted share, in the year ago period. Second quarter 2012 adjusted net income from continuing operations, which excludes the impact of items detailed in note 4 of the supplemental financial information, was $104 million or $0.59 per diluted share.

    Commissions and fees for Willis Group improved to $885 million in the second quarter of 2013, up from $837 million in the prior year quarter. Commissions and fees were unfavorably impacted by $7 million from foreign currency movements. Second quarter 2013 organic commissions and fees, which exclude the net impact of acquisitions, disposals and foreign currency movements, grew 6.3% relative to the second quarter of 2012.

    Investment income for Willis Group declined to $3 million in the second quarter of 2013 from $5 million in the second quarter of 2012.

    Willis North America Segment

    The North America segment reported 6.1% commissions and fees growth in the second quarter of 2013 compared to the second quarter of 2012. The change reflects 5.5% organic commissions and fees growth and a positive 0.6% impact from acquisitions and disposals.

    Growth in commissions and fees was reported across all of North America’s geographic regions. The major industry practices all recorded positive growth with the two largest practices, Human Capital and Construction, growing high single digits and low double digits, respectively, during the quarter.

    Willis International Segment

    The International segment reported a 2.5% increase in commissions and fees in the second quarter 2013 compared with the same period in 2012. The change reflects 2.6% organic growth, a negative 0.2% impact from foreign currency movements, and a positive 0.1% impact from acquisitions and disposals.

    Operations in Western Europe grew low single-digits, while Eastern Europe recorded low double digit growth. Operations in the UK declined low single digits. Latin America operations grew high teens with strong growth from a number of the larger countries in the region. Operations in Asia grew mid-single digits while Australasia was down mid-single digits.

    Willis Global Segment

    The Global segment, which comprises Willis Re, Specialty, Placement and Willis Capital Markets and Advisory, reported 8.2% growth in commissions and fees in the second quarter of 2013, compared with the second quarter of 2012. The change reflects 10.3% organic growth, a negative 2.3% impact from foreign currency movements, and a positive 0.2% impact from acquisitions and disposals.

    Global segment growth was led by Willis Re which recorded growth in the mid-teens. The North America reinsurance business reported strong growth, primarily driven by new business wins. The International and Specialties reinsurance businesses both grew mid-single digits.

    Global Specialty grew mid-single digits, with good growth from new business. Most notable was the strong performance from Energy during the quarter.

    Expenses

    Total reported expenses were $719 million in the second quarter of 2013, compared with $663 million in the second quarter of 2012, an increase of 8.4%. Total expenses were unfavorably impacted by $4 million of foreign currency movements in the second quarter of 2013 and the quarter over quarter comparison is impacted by the previously disclosed change in remuneration policy, discussed below.

    Reported salaries and benefits were $529 million in the second quarter of 2013, compared with $500 million in the second quarter of 2012, an increase of 5.8%. Reported salaries and benefits were equivalent to 59.4% of revenues in both the second quarter of 2013 and 2012.

    The increase in reported salaries and benefits was primarily due to increased headcount relative to the prior year, annual salary reviews, and increased incentive compensation resulting from the increase in commission and fees, partially offset by favorable foreign currency movements amounting to $3 million in the quarter. Additionally, second quarter 2013 salaries and benefits were reduced by approximately $10 million of compensation accrual reversals related to prior periods.

    Salaries and benefits in the second quarter of 2012 are not directly comparable with the current period expense due to the impact from the previously disclosed change in remuneration policy. Had the change in remuneration policy been effective from January 1, 2012, salaries and benefits in the second quarter of 2012 would have been approximately $12 million, or 2.4%, higher.

    Other operating expenses in the second quarter of 2013 were $155 million, compared to $129 million in the year ago period, an increase of 20.2%. The increase in other operating expenses was primarily driven by $7 million of unfavorable foreign currency movements and the non-recurrence of a $5 million benefit related to an insurance recovery in the second quarter 2012. Additionally, Willis Group recorded approximately $7 million of one-time VAT-related charges.

    Operating Margin

    Willis Group operating margin, both reported and adjusted, was 19.2% in the second quarter 2013. This compares to reported and adjusted operating margin in second quarter 2012 of 21.3% and 20.7%, respectively. The decline in margin was primarily driven by higher salary and benefits and other operating expenses (as discussed above), and net unfavorable foreign exchange movements; partially offset by higher commissions and fees.

    Tax

    The tax rate was 21% for the quarter ended June 30, 2013 and 19% for the six months ended June 30, 2013. The effective tax rate was 25% for the quarter ended June 30, 2012 and 24% for the six months ended June 30, 2012. The lower tax rate in second quarter of 2013 was primarily due to the impact of a valuation allowance maintained against U.S. deferred tax assets, which results in a smaller tax charge on U.S. income in the current period compared with prior periods.

    Six Months 2013 Financial Results

    Reported net income from continuing operations, for the six months ended June 30, 2013 was $324 million, or $1.83 per diluted share, compared with $332 million, or $1.89 per diluted share, in the same period a year ago. Reported net income for the first six months of 2013 and 2012 was impacted by certain items, as detailed in note 4 of the supplemental financial information.

    Adjusted earnings from continuing operations per diluted share, which excludes the impact of items detailed in note 4 of the supplemental financial information, was $2.05 for the six months ended June 30, 2013 compared with $1.91 in the comparable period of 2012. Foreign currency movements decreased earnings by $0.04 per diluted share in the six months ended June 30, 2013.

    Total commissions and fees were $1,931 million for the first six months 2013, compared to $1,842 million for the first six months of 2012. Organic growth in commissions and fees was 5.1% in the first half of 2013.

    Reported operating margin was 23.6% for the six months ended June 30, 2013 compared with 26.7% for the same period last year. Excluding items detailed in note 3 of the supplemental financial information, adjusted operating margin was 26.0% for the first half of 2013 compared with 27.2% a year ago.

    Balance Sheet Highlights

    As of June 30, 2013, cash and cash equivalents totaled $503 million, total debt was $2,343 million and total equity was $2,000 million. As of December 31, 2012, cash and cash equivalents were $500 million, total debt was $2,353 million and total equity was $1,725 million.

    On July 23, 2013, Willis Group successfully completed an amendment and extension to its existing senior unsecured credit facility. The maturity date of the $300 million 5-year term loan was extended to July 2018 from December 2016. At the same time, the $500 million revolving credit facility was increased by $300 million to $800 million and the maturity date of any borrowings from that facility was also extended to July 2018 from December 2016.

    Dividends

    At its July 2013 Board meeting, the Board of Directors approved a regular quarterly cash dividend of $0.28 per share (an annual rate of $1.12 per share). The dividend is payable on October 15, 2013 to shareholders of record at September 30, 2013.

    Conference Call and Web Cast

    A conference call to discuss the second quarter 2013 results will be held on Thursday, July 25, 2013, at 8:00 AM Eastern Time. To participate in the live teleconference, please dial (866) 8032143 (U.S.) 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 August 23, 2013 at 5:00 PM Eastern Time, by calling (888) 568-0429 (U.S.) or + 1 (203) 369-3474 (international) with no pass code, or by accessing the website.

    The Company may refer to a slide presentation during its conference call. The slides will be available to view and download from the Investor Relations section of the Company’s website at www.willis.com.

    About Willis

    Willis Group Holdings plc is a leading global risk advisor, insurance and reinsurance broker. With roots dating to 1828, Willis operates today on every continent with more than 17,000 employees in over 400 offices. Willis offers its clients superior expertise, teamwork, innovation and market-leading products and professional services in risk management and transfer. Our experts rank among the world’s leading authorities on analytics, modelling and mitigation strategies at the intersection of global commerce and extreme events. Find more information at our Website, www.willis.com, our leadership journal, Resilience, or our up-to-the-minute blog on breaking news, WillisWire. Across geographies, industries and specialisms, Willis provides its local and multinational clients with resilience for a risky world.


    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 crisis, any insolvencies of or other difficulties experienced by our clients, insurance companies or financial institutions;
    • our ability to implement and realize anticipated benefits of any expense reduction initiative, charge or any revenue generating initiatives;
    • volatility or declines in insurance markets and premiums on which our commissions are based, but which we do not control;
    • our ability to continue to manage our significant indebtedness;
    • our ability to compete effectively in our industry, including the impact of our refusal to accept contingent commissions from carriers in the non-Human Capital areas of our retail brokerage business;
    • material changes in commercial property and casualty markets generally or the availability of insurance products or changes in premiums resulting from a catastrophic event, such as a hurricane;
    • our ability to retain key employees and clients and attract new business;
    • the timing or ability to carry out share repurchases and redemptions;
    • the timing or ability to carry out refinancing or take other steps to manage our capital and the limitations in our long term debt agreements that may restrict our ability to take these actions;
    • 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.

    The foregoing list of factors is not exhaustive and new factors may emerge from time to time that could also affect actual performance and results. For more information see the section entitled ‘‘Risk Factors’’ included in Willis’ Form 10-K for the year ended December 31, 2012 and our subsequent filings with the Securities and Exchange Commission. Copies are available online at http://www.sec.gov or www.willis.com.

    Although we believe that the assumptions underlying our forward-looking statements are reasonable, any of these assumptions, and therefore also the forward-looking statements based on these assumptions, could themselves prove to be inaccurate. In light of the significant uncertainties inherent in the forward-looking statements included in this 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.

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