Willis Towers Watson PLC (WTW) 2012 Q1 法說會逐字稿

Welcome, and thank you for standing by.

At this time, all participants are in a listen only mode.

(Operator Instructions) Today's conference is being recorded.

If you have any objections, you may disconnect at this time.

Now I would like to turn the meeting over to Peter Poillon.

Thank you.

You may begin.

Thank you and welcome to our first quarter 2012 earnings conference call and webcast.

Our call today is hosted today by Joe Plumeri, Willis Group Holdings Chairman and Chief Executive Officer.

A webcast replay of the call can be accessed through the Investor Relations section of our website at www.Willis.com.

If you have any questions after the call, my direct line is 212-915-8084.

As we begin our call, let me remind you that we may make certain statements relating to future results which are forward-looking statements as that term is defined by the Private Securities Litigation Reform Act of 1995.

Such statements are subject to certain risks and uncertainties that could cause actual results to differ materially from historical results or those estimated or anticipated.

Please note that these forward-looking statements reflect our opinions only as of the date of this presentation, and we undertake no obligation to revise or publicly update any of these forward-looking statements in light of new information or future events.

Please refer to our SEC filings including our annual report on form 10-K for the year ended December 31, 2011 and subsequent filings, as well as our earnings press release for a more detailed discussion of the risk factors that may affect our results.

Copies may be obtained from the SEC or by visiting the Investor Relations segment of our website.

Also, please note that certain financial measures we use on the call are expressed on a non-GAAP basis.

Our GAAP results and GAAP to non-GAAP reconciliation can be found in our earnings press release.

I'll now turn the call over to Joe.

Thank you very much, Peter.

Welcome and thank you for joining our call today.

Here with me are Michael Neborak, Chief Financial Officer; and Stephen Hearn, CEO of Willis Global; and other members of the Management team.

As usual, we will be happy to answer your questions at the conclusion of our prepared remarks.

Let me just give you a review of the results if I may.

Our fully diluted adjusted earnings per share came in at $1.32.

Excluding the $0.02 negative impact from foreign exchange, fully diluted adjusted earnings per share came in at $1.34.

Organic commissions and fees growth for the Company came in at 2% Excluding impact from our Loan Protector results, organic growth came in at 3%.

Needless to say, these quarterly results are far better than those that we reported for our fourth quarter 2011, a little over two months ago.

Our North America segment, excluding the impact of Loan Protector, produced positive organic commissions and fees growth.

That's a great result given where it was just a quarter ago, and I will discuss some details a little later on the call.

I'm excited about that result and proud of the team.

Our international segment, other than the UK, continued its strong performance growing nicely even in some of the more challenged economies in Europe.

While that type of growth in Europe may not be sustainable for the full year, the new Management team is making an impact there.

Specifically with regard to the UK, although growth was still negative, it was much improved from the fourth quarter.

Our global segment was also strong once again, led by a strong quarter out of our reinsurance business.

Our organic expense growth was kept in check, coming in at 2% growth for the quarter, and that was a big factor of the financial result for the quarter.

Obviously, I'm pleased with these results.

But I, and every one of our associates knows, there is a lot of room for improvement and much more work to do, that our quarterly results can fluctuate from period to period.

Later in the call, Mike Neborak will be providing an overview of our financial results, and he will discuss with you some of the challenges we can expect in our expense lines over the remainder of the year.

But let me start off by discussing our segment results for the first quarter in some detail.

First of all, North America -- organic commissions and fees declined 2% in the first quarter as expected, and, as we have been telling you, the decline was primarily driven by the difficult comparison in Loan Protector business.

Excluding the impact of Loan Protector, organic commissions and fees in North America increased 1%.

I'm very pleased with the significant improvement over the results from just a quarter ago.

First, let me discuss North America's retention rate for the quarter.

Last year, we saw two ends of the spectrum in terms of retention in North America.

In the first quarter, we saw an extreme high of 94% retention, and in the fourth quarter, we saw a significant low of 89% when we lost an unusual amount of business due to M&A activity amongst our client base and defections.

This quarter, it came in at 92%, well up from last quarter.

Our retention rate in North America has historically ranged in the low 90%s, and we are working very hard to ensure that, that continues.

Moving on to rates, I'm also happy to report that we saw some positive rates during the first quarter.

However, there is not uniform firming as we continue to see differences by geography and line of business.

In property, rates for CAT risks are rising but are tempered by ample capacity and continuing a weak economy.

However, CAT exposed accounts saw increases in the 10% to 15% range.

In Casualty, most insureds are seeing modest increases on renewal.

For Workman's Compensation, around 90% of insured are seeing increases, primarily in California and the Northeast.

Rising healthcare costs are also exerting pressure on the EB side.

Now let me provide a few more comments on the segments' results.

In terms of geographies, we saw good growth in the Northeast, and I'm ecstatic to say the West, for a long -- which is for the first time in a long time, and Mexico.

Across our industry practices, financial services, financial and executive risk, and real estate, hospitality all did well, and employee benefits, our EB businesses was flat quarter-over-quarter.

That business was negatively impacted by the results of the business affected by the fraud that we disclosed in our 10-K and in the quarter's earnings press release.

Otherwise, it would have been up nicely.

The construction practice continues to face challenges in the face of a difficult economy, but it is positioned well for an eventual upturn, and it's getting better quarter by quarter.

North America's new business generation was in the high single-digits.

That is solid, but certainly not enough to overcome the negative impact from Loan Protector.

Finally, North America's margins during the quarter was 23.5%, down 20 basis points on last year's margin driven by the decline in the Loan Protector business.

So, all in all, a very good quarter for North America, a great comeback, and I think we are on our way back.

International, in our international business we reported 4% organic growth in the quarter.

We continued to see strong growth in the number of countries in the fast-growing Eastern Europe, Latin America, and Asia regions.

We delivered strong double-digit growth in Eastern Europe driven by Russia.

Latin America also grew double-digits, both in its retail and reinsurance businesses and across most geographies driven by -- Brazil, Argentina, and Columbia.

Asia, overall, grew high single digits driven by strong growth in China and Korea.

Continental Europe grew only low single-digits as the economic challenges facing many countries across the region impacted a few of our previously strong performing countries like Denmark and Italy.

However, we continued to do relatively well in two of our larger markets, Spain and Germany, but not quite as well as we usually do because of the economic factors.

So we may see some tempering of growth over the remainder of the year in those regions as well.

Similar to last quarter, international growth was again negatively impacted by our UK retail business which was down mid single-digits.

This is a significant improvement, though, from the decline in the fourth quarter of 2011 and reflects the work that is being done to strengthen the business.

We expect the UK business to continue to improve throughout the year.

However, the UK economy, as you have been reading lately, will probably continue to present challenges and, therefore, will likely suppress our ability to get to growth in that region in 2012.

The UK represents about 16% of the international segment's revenues, so you can do the math to figure out what the remainder of the international did excluding the UK.

Let me provide a little bit more insight into the overall international segment results.

New business generation in the international segment was in the high single-digits with no significant rate impact this quarter.

Overall retention remained very healthy at 95%, about the same as last year.

Our operating margin in international declined 210 basis points, but remains at a healthy level, and the decline in margin is primarily, again, attributable to our UK business.

Now let me talk about global.

The global business segment was once again strong in the first quarter, delivering 5% organic B&F growth.

Let me give you some details by business.

First, reinsurance, in the seasonally largest quarter for the reinsurance sector, its organic growth was in the high single-digits.

The growth was pretty evenly distributed between North America, International, and Specialities Reinsurance, meaning all three were up high single-digits.

New business growth was in the double-digits and we benefited from overall rate improvement.

Global Specialties, this business had a tough organic growth comp due to a $6 million positive impact that we called out in the first quarter in 2011 from a change in accounting treatment in our Specs business.

So, Global Specs saw a low single-digit decline in organic growth because of that comparison.

Marine and Energy did well with both businesses growing double-digits while Aerospace was down.

Willis, Faber & Dumas had a very strong quarter generating low double-digit organic growth helped by some favorable timing.

Willis Capital Markets & Advisory had a decent quarter closing a couple of deals in the first quarter and continuing to build its pipeline for the remainder of the year.

But it had a difficult comparison relative to the first quarter of 2011 when it saw heavy M& A advisory deal activity.

As we all expect, this business continues, as you know, to provide lumpy quarter-over-quarter results.

Operating margin in the Global segment was down 80 basis points quarter-over-quarter to a seasonally high adjusted 48.1%, still very, very good.

I would like to now discuss some preliminary results of our revenue initiatives that we have discussed in previous quarters.

I mentioned last quarter that we spent a great amount of time training associates in our Sales 2.0 initiative, and we've continued doing that during the first quarter.

The goal is to improve associates overall knowledge of our clients' and potential clients' businesses and the risks that those businesses and the middle market face.

To date, we've identified over 17,000 prospects in the new -- in the industries and geographies we are targeting.

In the first quarter alone, associates in North America, the UK, and Europe, held over 1,000 Sales 2.0 meetings with clients and we have converted over 12% of those meetings into wins, generating approximately $5 million in revenue.

Now, it is a modest start to a campaign that I expect will be beneficial to our future results and the start of a fundamental change to the way we professionalize our sales.

This is the sales process of Willis.

We recently rolled out 2.0 in Latin America and expect to launch in Asia later this year.

In late 2011 and earlier this year we began the roll out of WillPLACE.

To remind you, WillPLACE is a placement tool that is designed to provide science to the art of broking by providing our clients with the best markets at the best terms and prices.

It is currently live across over 70% of our qualifying direct insurance premium volume, and we continue to roll out across the group.

Now, what I would like to do, is to turn it over to Steve Hearn, who is our new CEO of Willis Global to give you an update on what has been happening since he has become CEO of Willis Global.

Thank you Joe.

Good morning, everyone.

I was appointed as the Chairman and CEO of Willis Global at the very end of last year.

Immediately previous to this I had been the CEO of Willis Re.

I take the opportunity to remind the Global business segment includes our Reinsurance business; our Global Specialty business; and our third-party and wholesale-focused business, Wills, Faber & Dumas.

In addition to this, our Global segment incorporates our central team of placement professionals, responsible for managing our carrier relationships.

Our Global Solutions business led by Martin Sullivan tasked with increasing our penetration of a target list of very large clients, as well as our analytics leadership and other group-wide client facing activities.

Many of these business units and activities are market leaders in terms of market share and/or reputation.

In every case, we have dedicated sales, service, and placement professionals who relentlessly deliver for our clients and other stakeholders.

As you have heard today, these businesses have once again performed well in the quarter, in the aggregate driving growth and margin for the group.

As I took over my new role at the end of last year, I initiated a 90-day review of all of our businesses in this segment.

Whilst it was clear that the businesses that comprise Global were successful, I needed to understand what more we could do to drive growth, improve service, synergies, et cetera.

I engaged with the leadership team of the constituent businesses, carriers with whom we trade, clients, and others, to gain a view of the challenges we face and the opportunities which we could exploit further.

My 90-days ended at the beginning of April, and I'm delighted to report all good news.

In addition to having very strong businesses with good underlying performance, we have considerable opportunity.

The opportunity manifests in two particular ways.

Firstly, opportunity to continue the inherent organic growth in the constituent parts.

Secondly, a new opportunity to bring the businesses closer together.

The businesses are successful -- every one of them.

But we have built a structure that is not as connected as it could be and should be -- a structure that manifests through multiple regulated entities, a plethora of P&Ls and brands, too many management layers, and some missed synergies.

I've concluded that our structure in Global needs be simplified, and I believe that this can be readily achieved and will bring both short term and sustainable benefit to our clients, our associates, and, of course, our shareholders.

I believe we can better maximize the $40 billion of premium that Willis places on behalf of its clients around the world.

We have examples where we have driven significant client benefit through adopting a more coordinated approach, but our structures in Global impede this being consistently delivered.

So I'm restructuring our Global business.

A simpler, more client friendly, placement focused structure will emerge.

So, I am in change mode now.

The good news is that I am pushing on an open door.

Having consulted with the representatives of all of our key stakeholders, it's plain to me there is an overwhelming desire to pursue the new vision for Global, the resultant strategy and the opportunities that are created.

The Management team has been exemplary in helping me manage this process through to the stage that I am now at.

We have a very strong and unique culture at Willis.

We are inherently a collegiate, collaborative group.

This new structure coupled with our key placement strategy this year, WillPLACE will leave us in a position to take these excellent businesses to an even greater level of performance.

I am excited about this opportunity, and I know I can speak on behalf of my entire Senior team in being certain that our future is very bright indeed.

With that I will turn it over to Mike Neborak to discuss our financial results.

Thank you, Steve.

I'm going to focus my comments on areas most important to our first quarter and impacts on 2012.

All comparisons are to Q1 2011 unless otherwise noted.

All references to adjusted figures are adjusted for those items that we disclose in the Supplemental Financial Information in our press release.

I will describe them briefly during this review.

Reported net income from continuing operations was $225 million or $1.28 per diluted share.

That compares to reported net income from continuing operations of $35 million or $0.20 per diluted share in the first quarter of 2011.

These figures were negatively impacted by certain adjusting items as follows.

In the first quarter of 2011, we recorded $97 million of charges related to the 2011 operational review.

Also, in that quarter, we recorded a $171 million charge related to the make-whole on the redemption of senior notes.

In the first quarter of 2012, the adjusting item is for an additional $13 million related to the fraud we disclosed and discussed in our 2011 Form 10-K.

At the time of our 10-K filing, we stated that we were conducting an internal investigation.

That investigation is now complete, and, during the quarter, we took an additional $12 million charge to other expenses to write off remaining uncollectible accounts receivable balances uncovered during the second part of our investigation.

We also recorded $1 million of legal expenses associated with that investigation.

Therefore, adjusted net income from continuing operations, which excludes the items I just mentioned was $233 million or $1.32 per share in the first quarter of 2012, and that compares to $224 million or $1.29 per diluted share in the first quarter of 2011.

Adjusted operating margin from continuing operations was 32.6%, down from 33% in the first quarter of 2011.

I might add that 30 out of that 40 basis point decline is tied to lower investment income.

Our first quarter 2012 results were negatively impacted by $0.02 from foreign currency fluctuations.

On the revenue side, our total reported revenues increased $13 million or 1% to $1 billion.

And similarly, reported commissions and fees also increased 1%.

Since Joe covered organic growth, I will move on to investment income.

Full investment income was $5 million, down from $8 million in the year ago period, primarily due to declining net yields on cash and cash equivalents.

As I discussed last quarter, the decline in net yields was driven mostly by the reduced benefit of a hedge program that has been in place for the past several years that has been running off.

More specifically, we are no longer renewing those hedges because the risk reward relationship is not economical.

So, this decline in investment income was expected.

Fiduciary assets on the balance sheet included cash of $1.8 billion flat with the year-end balance.

Now let me turn to expenses.

Total reported operating expenses were down $72 million or 9% to $696 million.

When you eliminate the irrelevant adjusting items, adjusted operating expense grew by $8 million from $675 million to $683 million or approximately 1%.

During the quarter, currency fluctuations reduced our reported expenses by about $7 million, making our underlying growth in adjusted operating expenses equal to $15 million or 2%.

With respect to compensation, adjusted salaries and benefits were up 1% or $5 million from $501 million to $506 million in the current quarter.

Excluding the $6 million of positive impact from foreign exchange, underlying growth in salaries and benefits was 2% or $11 million.

The primary driver of the growth was the amortization expense related to cash retention awards which grew $18 million from $44 million in the year ago quarter to $62 million in the current quarter.

Adjusted other operating expenses were up $2 million from $141 million to $143 million.

Depreciation expense was $19 million up $3 million from Q1 2011 as systems related projects were placed into service in late 2011 and early 2012.

The reported depreciation expense for Q1 2011 included $4 million of expense related to the operational review.

Finally, amortization expense was $15 million, down from $17 million in Q1 2011 due to the scheduled reduction of HRH related amortization.

Interest expense was $32 million, down from $40 million in the first quarter of last year, primarily due to the refinancing of high cost debt late in the first quarter of 2011.

Lastly, on expenses, I want to make the following comments.

First, I will remind you that in our second and third quarters of 2011, we had expense benefits related to the releases of funds in reserves for favorably settled legal liabilities which amounted to $9 million and $5 million respectively.

While we analyze legal reserves and all reserves for that fact, quarterly, we have no basis at this time that would cause us to expect similar benefits in core spending periods in 2012, so expense comparisons may be challenged as a result.

Second, starting toward the end of the first quarter of 2011, we initiated our operational review and started the expense reduction process that led to an expense benefit of approximately $80 million in 2011 and $135 million annualized.

We started seeing benefits from that expense reduction in the second quarter of last year.

However, starting toward the end of the second quarter and throughout the remainder of 2011, we were hiring associates with appropriate skill sets and in growth regions of our businesses.

In essence, we started reinvesting our savings to help drive future growth.

The full year impact of that investment in new employees who were hired throughout 2011 will impact us in 2012 and comparisons over the next three quarters will be challenged as a result.

We continue to hire modestly in 2012 in regions and businesses where we feel doing so will drive further growth.

Third, I've discussed in past quarters, our significant recent investments in systems such as WillPLACE, our innovative placement system; new global broking systems, and a new general ledger and management information system, to name a few.

All of these technology initiatives are investments in our future and will allow us to continue to deliver the Willis Cause.

As the systems go live, depreciation expense will increase.

These are examples of items that will make expense comparisons to the prior-year more challenging in the quarters ahead, and I just want to make everybody aware.

Turning to tax, reported income tax expense for the quarter was $68 million, resulting in an income tax rate of 24% compared to the reported income tax expense of $1 million and a tax rate of 4% in the year ago quarter.

On an adjusted basis, meaning excluding the adjusting items I discussed earlier, income tax expense for the quarter was $73 million.

Resulting in an income tax rate of 24.5% compared to an income tax expense of $76 million and a rate of 26% in the year ago quarter.

Similarly, the effective tax rate on ordinary income for the quarter was approximately 24.5% compared to 26% for the first quarter of 2011.

We expect the 2012 expected tax rate to be between 24% and 25%.

Turning to the balance sheet, total debt outstanding at the end of the quarter was approximately $2.5 billion, and our debt to adjusted EBITDA ratio was approximately 2.6 times.

Consistent with past years, we did draw down on our revolver during the first quarter and at March 31, approximately $85 million was outstanding.

By comparison, at the end of the first quarter in 2011, we had $100 million outstanding on our revolver.

During the quarter we purchased 600,000 shares of stock for a total price of about $21 million.

You can follow our share buyback activity on our website in the IR section.

We update our activity daily.

On March 31, cash and cash equivalents amounted to $464 million.

That compares to $436 million at December 31.

Approximately $116 million of that cash is available for general corporate purposes.

And, finally, during Q1, we generated approximately $60 million in cash from operations.

With that, I will turn it back to Joe.

Thanks a lot, Mike.

Let me just conclude by telling you that we feel like we've got off to a right foot in the first part of the year, but we've got a lot of work to do.

Everyone here at Willis is absolutely focused on growing the business, and I promise you we will continue to deliver on the Willis Cause.

We are available now for any questions that you may have.

Operator?

Yes, thank you.

We will now begin the question and answer session.

(Operator Instructions)

Keith Walsh, Citigroup.

Joe, just looking at the quarter, definitely against my numbers, at least, a core bead against all the metrics I look at, especially in North America.

Just curious, why would you stop giving guidance?

If you've got these type of metrics in the first quarter, why would you come out with a comment that seems sort of a negative, and if you could --

That's a reasonable question.

Let me put it simply.

Things are uncertain, Keith, and I don't want to be in the guidance business anymore.

For example, right after we reported our fourth quarter results, we learned of a fraud that was uncovered in one of North America's stand-alone businesses, and learned we had to reverse some revenue and take an additional charge, and it may affect that business revenues going forward.

We recently finished up that conversation and that investigation, and it is behind us.

But it's just another example of just how difficult and uncertain and unexpected any of these things can be, and I just don't want to be in that business anymore.

It is as simple as that.

Okay.

And then just for Mike Neborak, looking at the core expenses, you mentioned only grew 2% this quarter.

Well below what you had said last quarter, but then you mentioned the tougher comps, as well as the new hires coming up to think about.

But, I guess the question really is, is there any reason to believe that what you are talking about going forward isn't reflected in your full-year 2012 view you gave last quarter of 3% to 4% expense growth?

Because, I think that's really the key here.

If you can talk to that.

So listen, Keith, as Joe mentioned, we are not in the guidance business anymore.

So, I'm not going to comment any further on that.

We're just not giving guidance.

Well, I have to assume -- Mike, to just follow up on that, because it's an important point.

I have to assume you knew, these things you talked about on the expense side were done over a year ago.

I have to assume you contemplated the implications of that when you are thinking about 2012.

Listen, Keith, I'm not giving guidance.

I'm not going to give guidance on expenses and then back into other figures.

And just, as Joe mentioned, we are out of the guidance business.

All right.

I will talk off-line.

Thanks.

Yaron Kinar, Deutsche Bank.

Can we talk a little bit about the exposure decline in North America?

Where is that coming from?

What lines or geographies do you see as still more challenged than others?

Basically, what we were making reference to is the fact that, the economy, generally speaking, is getting a little bit better.

But, it is not great.

People aren't buying more insurance.

You have rates going up and some exposures.

And you simply don't find people, because they have to pay a little bit more insurance, buying more insurance.

So, you don't see exposures going up, as well as rates going up at the same time.

So, you've got to understand that they mitigate each other as a result of that.

Okay.

And then, can we talk a little bit about buybacks versus M&A?

You repurchased roughly $20 million this quarter.

I would think, for an equivalent acquisition, for $5 million, $10 million, $20 million worth of revenues, you'd probably be buying at lower valuations than Willis' stock is valued today.

How do you reconcile the two or think of the two opportunities?

I think of the opportunities more in terms of the opportunity to buy something that is in the right place, in the right geography, in the right segment, in the right business, and what our needs are more than I do against the mathematics or the economics of whether it is cheaper to buy back your stock or cheaper to buy a company.

Sometimes you've got to look at the long-term effect of your strategy, where you want to be, how you want to grow a particular region, how you want to grow a particular business, and as a result of that, you then make a decision as to what is best.

If you do it purely on an economic basis, the economics will always come out that you should buy stock back.

But, when you do that, at the end of a period of time, all you're going to do is have no company and a lot of stock that you bought back.

So, it's got to be done on a basis of your strategy and what that strategy does to help you grow your Business.

Okay.

And finally one last question if I may, on the Gras Savoye put option that was exercised in the first quarter, I guess I was a little bit surprised by it.

My understanding back in 2009 was that there was no more put option for Gras Savoye in general.

So, did I miss something, or are there other put elements that I should be thinking of?

So, I guess a point of clarification, in the first quarter, we bought the 49% interest in Gras Savoye Re that we did not own.

We'd owned 51%.

It has nothing to do with the large Gras Savoye Re, in terms of the put option you are referring to.

The two are totally separate.

I think that's where you're a little bit --

We had separated the Reinsurance business out a long time ago.

As part of that separation, where we kind of took over that part of the French Reinsurance business.

That put option was put into place years ago when we first initiated that particular program.

Okay.

So, the general, or the overarching Gras Savoye doesn't have a put option on yet.

A couple of its subsidiaries --.

No.

Don't confuse Willis Re -- Gras Savoye Re with Gras Savoye.

Okay.

And the increase in the estimated put values from $40 million to $72 million, year-over-year, what did that stem from?

I'm not clear what --

You're saying the potential amount payable for these options is not expected to exceed $72 million, whereas in 2010 it was $40 million.

That seems like a pretty significant increase.

I don't know.

I think the Reinsurance business has done fairly well.

These things are triggered on certain formulas.

So, it would be based purely on the results of the Business from that period of time until now.

Okay.

Thank you very much.

Jay Gelb, Barclays.

Can you talk about the recovery in North America?

There was a very sharp improvement in Q1 versus 4Q on the organic growth?

I will make a comment, and then I will let Vic Krauze, who is the Chairman and CEO of North America, make a comment.

I said before, when we had our last call, that, you had a whole bunch of things that occurred in the fourth quarter that just caught up to us.

And that we didn't consider it to be fatal or something you would see for a long or extended period of time.

We lost a couple of very big accounts through M&A.

They were huge and it affected our retention and it affected our results.

We had people leave during the course of the HRH integration which happened over a three-year period of time.

When somebody leaves, an account leaves a year later, six years later, two years later, and in that quarter they all happened to leave at the same time.

So it kind of caught up to us.

The retention levels were not good, and as a result, that was the biggest effect.

And then you through the issue of Loan Protector in there.

And, our EB business and our construction business which are our business businesses sp everything kind of caught up.

What you find now is the retention level is kind of returning to normal, our New Business level is starting to gain momentum again, especially with our pipelines growing, our EB business, coming back.

I told you that was up nicely.

So you look at all those things together, and you look at the thing kind of stabilizing after a tough time and integration and a very difficult economic environment.

That is what you're seeing.

Vic, do you want anything to add to that?

Sure, Joe.

Thank you., and good morning everybody.

As Joe pointed out, I think Q4 last year was an usual confluence of events.

Our retention levels, as Joe mentioned, historically are in the low 90%s.

They are back to where we expect them to be and where we work for them.

Obviously, we aspire to higher retention levels, but over time, I see them where they are.

The other thing I would point out is, as we've talked about previously, we spent a lot of time working on Sales 2.0 over the last year.

And, with that, came a lot of intensity on pipeline and pipeline activity.

When I took this job a little over year ago, I felt the pipelines where not where I want them to be.

When we look at the metrics on our pipelines, they have done very well.

In most cases, more than twice what we had a year ago, and I expect that to start coming to fruition over time.

It is still challenging.

We're working very hard at it.

But I feel positive about where we are headed as a team.

Joe.

Okay.

Bob Glasspiegel, Langen McAlenney

Good morning, Joe and Mike.

You've got an old friend back to keep in touch with you guys.

Joe, as someone who has known you for 30 years, you're, for a CEO, you're more mindful of margins than anyone else.

Remind me, what sort of organic growth, in your head, do you think you need to be able to hold margins.

And, if I put a gun to your head, and ask you which is more important, over the balance of the year, holding margins or showing organic growth, which way do you lean, recognizing you care a lot about both?

First of all, thank you for reminding everybody on this call of my age.

I appreciate it very much.

And it is nice to hear your voice again.

I hope you have been well.

Yes.

I look at both, as you know.

I've always been an organic growth guy.

I've always been a sales guy.

And, after that, I've always suggested that it is great to grow your revenue, but if you don't turn revenue into margin, it doesn't matter very much.

So, the answer is both.

I think, you know, we have to be in the 4% or 5% organic growth range to be able to sustain the high margins that we have, and, obviously, we are working, as you hear from everybody, very hard to be able to, at the end of the year, look back and see that we've grown organically 4% or 5% and that is what our goal is, and we hope to sustain our margins by virtue of doing it.

Thank you.

Second question is, the question I hear most from your large investors is, where is Joe at picking a successor?

Maybe you could share with us, in your head, where you think you are timing wise on that important question and when you think you need to let shareholders know your thoughts?

As I said before, and as we have discussed on these calls and individual meetings, we have got a lot to do here.

So I concentrate all my time on running this Business, which is what my job is.

And, I will let the Board worry about succession, which is what they do.

That is the job of a Board.

So, the Board is worrying about succession, and I am worrying about achieving our goals this year, and making this Company the great Company that I think it is.

There's no other timetable there.

So, you don't see it as a high-priority for the Board.

You are on the Board, and you sense where their head is at.

It is a high-priority of the board simply because everybody knows my contract is up July 7, 2013.

It is their job to make it a high-priority.

It is my job to make the highest priority running this Business every day.

Thank you, Joe.

Good luck.

Adam Klauber, William Blair.

I think Steve Hearn had mentioned in the Global business he is looking at, I think one efficiency and two revenue opportunities.

I guess, how long will that process take, and when could we see some benefit?

Thank you.

It is a long-term plan.

No question about it.

This is a restructure that we are just starting.

I would anticipate the restructure itself wouldn't be in place until later in the year.

As I mentioned, we've got regulated entities and various other activities to take into consideration.

So it is going to take us a while to get there in terms of the restructure itself.

So, as I said, one of the focus around it, is our placement activity.

And again, engaging with our carriers in that regard, which will start immediately in terms of rolling out our new strategy, but that will manifest itself over the long-term.

It is very much a long-term plan in terms of a change in strategy for the Global businesses.

Does that involve using the WillPLACE platform?

That is absolutely core to the strategy.

WillPLACE, as you've heard before, is a significant strategic initiative for the group, technology that we are rolling out throughout our operations globally.

And we'll place all of our clients' business through WillPLACE, and that is well ahead of where we expected to be terms of implementation.

It will absolutely be at the core of the relationship between our client, Willis, and the carriers with whom we place the Business into.

Thanks.

A question for Mike.

Mike, I think you said you've added producers -- producers in higher growth areas.

Could you give us any quantification on a percentage basis or a number?

And also along with that, will the impact of those hires, would that have already been seen in the first quarter?

Or, will for some reason, the impact on expenses go up more from these new producers in the second and third quarter?

Well, first of all, I can't really give you numerically, in response to your first part of the question -- numbers associated with where those producers are geography by geography.

And at this point, due to the comments I made in the expense session about some of the challenging comparables that reflect the fact that we did add producers and other staff to areas that will support our growth in the long-term, during -- beginning at the end of the second quarter 2011 and consistently through the remainder of 2011.

Okay.

And then one final question on market, probably for Joe.

Clearly the carriers have been pushing for rate.

Are they accelerating that effort, and are they getting more serious about getting rate on the Casualty side of the Business in the US?

I would say yes on both counts.

They are pushing rate, and they are seriously about continuing pushing rate.

Okay.

Thanks a lot.

Ray Iardella, Macquarie.

Maybe just touching on the global segment.

Obviously, it's been one of the better growth segments for you guys, and obviously, from a margin perspective, one of the better margin segments.

I'm just curious, after Steve, you're doing this review of the Business, what is the longer-term margin upside for Global, do you think?

Well, I'm certainly not going to follow Joe and Mike and put us back into the guidance business.

They are consistently profitable parts of the group, consistently provide growth and, I don't expect that to change.

Let me make a comment on that.

Obviously, when you have a very good part of the Business that has that kind of margin, you don't satisfy yourself by saying, the margin is so good you can't do any better, so that is it.

What Steve has been talking about in terms of reorganizing the Business and looking at Global from a different perspective, is to find ways that we can maximize our ability for all of those various divisions inside of Global to work more cooperatively so that we can increase margins.

The whole point is not be satisfied, even if they are high, you can't be satisfied and say that they're already high and then on these calls, we say to you, they're high, what you expect from me?

We are always looking for better ways and different ways and new ways to improve our margins.

So the issue the question is, we expect the margins to be higher, which is the reason for the restructuring and taking a fresh look at that whole global operation even though it is as good as it is.

Yes.

Just touching on that, 5% organic growth of the first quarter, but margin slightly down.

I mean, is there anything one time in nature in the Global business?

Or is that just, you know, how the Business is running currently?

I think, if you look at the expense growth as I characterized in the first quarter, a lot of it came from the amortization of the retention awards.

Those awards get pushed down into all the businesses.

And so what you see there in terms of margin compression I would attribute to that at the global level.

The other issue, too, in specs in that division, there was a one-time accounting provision that I talked about on a comparable basis that was about $6 million a year ago, which threw the margin off or those numbers would be much higher.

Okay.

Understood.

And I guess one other question.

Given some of the rate commentary that the insurance carriers have talked about, thus far in the first quarter, just curious, do you know, I would expect you guys I would think to be a little bit more leveraged to commercial pricing.

Is there anything particular about your book of business in North America that maybe you're not seeing as much rate as the insurance carriers are talking about, or maybe you can help me reconcile those comments?

If I might jump in.

This is Vic.

I think there's a couple things going on.

Number one is, the carriers are all pushing rate, very aggressively, but all of our business is also then being marketed very aggressively in that case.

Clients are not going to just accept rate increase without having us look at the entire market.

So, that aspect of the businesses is ongoing, and we're busier than ever doing that on behalf of our clients.

Again, as Joe had pointed out earlier, when rate is going up, clients will buy less limit.

They will take higher deductibles.

They will choose not to insure items.

And so the stick rate for us tends to be a lot lower than what those carriers are claiming.

And then lastly, the rate that they tend to claim is on the book that they retain.

They don't talk about rate on new business, and you have to be mindful of that, as well.

And any indication of maybe where you guys are seeing the delta between renewal and new rates at this point in time?

Well, we measure our rate on our renewal book.

On new business, it's not a quantifiable metric, if I understand your question correctly.

But we are seeing an increase in rate on the basis of carriers.

And we are seeing incremental increase in terms of what sticks to us.

Okay.

Thanks for all your answers.

Tom Mitchell, Miller Tabak

I have a couple of questions.

The first one is a rehash of something we went over in the last quarter, which is, given the level of exposure growth in at least a large segment of the development world, it strikes me that -- developed I should've said -- it seems like the underlying condition of the Business overall is that everybody has to run a little harder to stay in place.

Everybody is well-positioned for exposures to start increasing.

Everybody is keeping their producer base or expanding their producer base.

Everybody is looking for tuck under acquisitions.

But, at the same time, the longer this kind of -- it is almost a hangover environment from the recession continues, it seems like everybody in the business really is having a hard time being able to let's say, cut costs without cutting muscle or, find ways of getting positive operating leverage without a little bit of the tide starting to rise.

Is that an accurate description?

I think that's an accurate description of life.

(laughter)

I do.

I don't know that there's been a time that I've been the CEO of this Company, which is 12 years, when that hasn't been the case.

You're always trying to hold onto producers.

You're always trying to hold onto clients.

You're always trying to cut costs, but not too many costs.

You're always trying to invest in the business, but not so much that you spend too much money and your expenses go up.

You're always trying to do those things.

Only difference is that, to the extent that those things happen, based upon the economic environment or the issues that you have to go through, at a particular time, like the economic meltdown of the last three years, or trying to do an HRH deal when that happens, it obviously modulates the course of events that you dictated and did very well.

But those things happen all the time.

That is why you run a business they way you do.

Do you choose to recruit a bunch of producers from a certain place and you say to yourself, are you going to have an expense problem that year?

Or are they going to be accretive, and should you take the chance of hiring them, or take the chance that they are going to bring those accounts at all.

Should you do that acquisition in this particular place to be able to bolster a position and, therefore, take the money out of your balance sheet to do it?

Or you should use that money to buy stock?

Or you should make investments, like Mike said, in the systems that we do, and then suffer the depreciation cost go on with that, which hurts your P&L over a long-term basis.

It is a constant juggling act, against the basis of your strategy.

If your strategy says this is where you want to be, and you look at your strategy when you're making those decisions and you're saying to yourself, is it relevant?

Is it correct?

Does it correlate to what we want to do?

Then you do it.

I think all of the issues that you talked about are absolutely correct.

We do that every day.

Now we are just, we got another ingredient in the mix, which is rate.

Obviously, the carriers would like the rate to go up.

Our job is to make sure that we get the best prices and terms and conditions for our clients.

So, it is a tug of war between those two issues against the backdrop in America, still of an economy that is not that great.

People are not running up and down looking to buy more insurance.

They're looking at more rate or less limit.

They're looking at retention levels; they're looking at all sorts of things to make sure that the rate doesn't affect them a lot.

So, the best I can tell you is, that, you're along all those lines and that's the way we run our Business every day.

Thank you.

It is almost a follow-on, the secondary question is this.

We know that way back when, in the 60s, insurance brokers went public so they could use their stock to make acquisitions on a tax favorable basis.

For sellers it gave you an advantage of using the currency of your stock.

In the current environment, is there really an advantage to being public, in your view?

And I think you've been on both sides of this.

Is there really an advantage to being a public company?

I'm sort of a following on your discussion of not being in the business of giving guidance.

Yes, of course not, you run the Business.

So, is there really a compelling reason to be public instead of private?

I think that's an excellent question if we were still in business school.

Simply because, the conditions differ from time to time.

When it's -- when things are easy, when it's -- markets are going in your direction, the economy's great, you're not dealing with fluctuations around the world of rate, economy, foreign exchange, all of those sorts of things.

If everything is great, then it's terrific to be a public company because you don't have those things to deal with.

When you've got a lot of difficulties to deal with and you've got a lot of issues to deal with, you want to invest in the Business, obviously, it's better to do it on a private basis.

So it is a difficult question to answer.

It's an obvious one.

And I don't think there's an advantage at one point or disadvantage at another point.

It just has to do with where you are, the place and time, how you got there.

We got here because we were purchased by Willa -- by KKR.

Everybody that invests in a business needs an exit strategy.

You either sell it to somebody else, or you go public.

And we went public, and, quite frankly, have done quite well over that period.

Thank you.

Mark Hughes, SunTrust.

You had a real nice snap back in the associates line.

I think you had suggested the Gras Savoye might require some extra investments, something like that in the fourth quarter call.

But, it doesn't look like it impacted your results in Q1.

Is that, should we look for that line to continue to be more profitable?

Mark, what I would say is on the Associates line, if you look at the quarterly progression, typically the first quarter is always the best for the associate line.

And, in fact, in the second and third quarters you'll see negative figures on that line.

Then in fourth quarter is also a decent figure for that line.

So, I wouldn't read anything into the first quarter other than, kind of on a comparable basis, in the quarter, a year ago, basically the numbers are flat.

So, that is how I would look at it.

Yoran Kinar, Deutsche Bank.

Just one quick follow-up on the restructuring of the global segment.

Are there any associated costs that we should be expecting?

No, I haven't anticipated anything unusual in terms of costs to do the restructure.

No.

Thank you.

Operator, is there any other questions?

I show no more questions.

Thank you very much, everybody.

Have a great day.

This concludes today's conference call.

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