Thank you for holding. [Operator Instructions] The conference is being recorded. And I'd like to introduce your speaker, Mr. Peter Poillon, Director of Investor Relations. .

Thank you, and welcome to our First Quarter 2014 Earnings Conference Call, which is being hosted by Dominic Casserley, Chief Executive Officer of Willis Group Holdings. A webcast replay of the call, along with a slide presentation to which we'll be referring can be accessed through our website.

If any questions after the call, my direct line is +1 (212) 915-8084..

Please note 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. These statements reflect our opinions only as of today's date, and we undertake no obligation to revise or publicly update them 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, 2013, 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 section 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 and slides associated with this call..

I'll now turn the call over to Dominic. .

Welcome, and thank you for joining our quarterly conference call..

With me today are Michael Neborak, CFO; Steve Hearn, our Deputy CEO and Head of Willis Global; Tim Wright, Head of Willis International; and Todd Jones, Head of Willis North America..

By now you've had a chance to read the news release that we put out last night, announcing both our first quarter earnings and our multi-year operation improvement program. After we walk you through those areas in our prepared remarks, we will be happy to answer your questions..

So let me start with an overview of our first quarter results. We delivered revenue of almost $1.1 billion, up 4.4% from the prior year. Our growth in commissions and fees, both reported and organic were 4.2% for the group. Over the past 6 quarters, our organic growth has averaged 5.3%..

One of the reasons we have sustained this momentum, is that we have a portfolio of growth businesses across Willis Global, Willis North America, and Willis International. Not all may be firing on all cylinders in every quarter, but we have enough diversity in the global portfolio to underpin good organic growth..

This quarter, Willis International led the way, contributing 7.2% organic growth, Willis North America contributed 4.7% and Willis Global came in at 2%..

Turning to expenses. On an underlining basis, total expenses were up about 5.5% compared to the first quarter of last year. While Mike will provide more detailed commentary on expenses later in the call, this increase does reflect to a large degree our on-going investments in growth, that I just discussed.

We are committed to continuing to invest in our growth businesses in the emerging markets, specialty areas and in [indiscernible] Now with that context, we have also identified a set of opportunities to significantly step up our operational effectiveness and efficiency..

The multi-year operation improvement program, we announced yesterday, captures our planning for even stronger client service and substantial cost savings. Starting in 2014 and building to 2018 and beyond, I'll give more detail on the program later in the call..

Let me turn to our first quarter earnings. Our reported GAAP earnings per share and adjusted earnings per share for the quarter $1.35 and $1.36, respectively. Once again, those results for this quarter includes a negative FX impact equivalent to $0.03 per share in the quarter.

This compares to reported EPS of $1.24 and adjusted EPS of $1.46 in the year ago quarter..

Now let's spend a few minutes looking at each of the businesses in some detail, and I'll start with Willis North America. The North American business achieved organic growth in commissions and fees of 4.7% in the first quarter.

The majority of North America's growth was again largely driven by new business wins combined with solid potential networks [ph]. As we mentioned on our previous earnings call, overall, we are seeing a leveling out of rates in North America. We saw declines in some products at the top of the [indiscernible] some specialty lines such as aerospace.

But we also saw rate increases in other lines, including workers comp, construction, cyber and DNL. However, in total, rates did not materially impact our growth in the first quarter of 2014..

For a more in-depth view of rates and market dynamics in North America, please take a look at our spring update market-based realities [ph] that we published earlier this month. It is available on our website..

Looking at North America by region. From beginning of the year, we've realigned our business into 7 geographic regions, Northeast, Atlantic, South, Midwest, West, California and Canada. Growth was well distributed across most of these areas led by strong results in the Midwest and the South..

Looking at these results from an industry impacted perspective, we saw good growth across a number of lines. Importantly, our 2 largest North American practices, Construction and Human Capital, both had a good start to the year.

The construction Practice grew in the low teens with group project revenue in the quarter, and our Human Capital Practice was up mid-single digits..

I'd like to provide an update on our healthcare exchange strategy, which includes our own exchange offerings from Willis Advantage..

We now have 16 current and committed exchange clients in total, and 4 of these are new to Willis. We continue to attract [indiscernible] from current clients and prospects alike. We are now engaged in discussions with over 750 prospects, of which about half are new to the given [ph] capital practice.

You will remember, when we last talked to you that by pipeline was about 600..

For a company to decide to move to an exchange is a big decision, and involves many months of work by their HR department and a period of communication to staff. So turning prospects into clients, naturally takes time. So we are really pleased with our progress and our pipeline in this important growth area..

Let's now move to Willis International. Our international operations grew 7.2% in the first quarter, with most of the growth coming from emerging and developing markets. Let me provide a little detail in the regions that comprise our international business..

In Western Europe, we saw modest growth driven by new business and solid potential. We are pleased with our ability to continue to grow in Western Europe, given the generally weak economic conditions that persist in many of these countries..

Our growth was spread across the region with strong result from Iberia, Italy and Sweden..

In Eastern Europe, we recorded low double-digit growth, primarily driven by strong performance in Russia..

Latin America delivered low teens growth. Most of the countries in the region continued to do well, with strong growth in Brazil and excellent performances coming from many of the other countries, including Venezuela, Argentina, Chile and Mexico..

Asia also had a very good quarter. Strong results in China and Hong Kong. Australasia was down, but by less than 1%, with growth in New Zealand offset by a decline in Australia..

Let's now turn Willis Global, which comprises Willis Re, Global Insurance, Facultative, Risk, and Willis Capital Markets & Advisory. This is the first quarter in which our U.K.

retail operations are being reported within Willis Global, following the combination early this year of our Willis UK and Global specialty businesses in a new unit called Global Insurance..

Willis Global reported organic growth of 2% in the quarter, reflecting the blend of different results across its component businesses..

The reinsurance business had another excellent quarter, growing high single digits in a seasonally large quarter, and on top of good growth in the first quarter of last year. Excellent results in our specialty reinsurance division led the way with mid-teens growth on the back of strong new business wins..

North America reinsurance was up mid-single digits also on the back of new business wins, while international reinsurance was down slightly..

We've noted a continuation in the trend towards softening reinsurance rates across almost all classes of business and geographies. And we're feeling the impact of these rates to a degree. But as the analytical broker, we are helping to guide our clients through a maze of complex decisions in an evolving market..

With our help, our clients are achieving substantial savings in the cost of their reinsurance protection and some are taking advantage of market opportunity to buy more cover..

For a further discussion of reinsurance rates globally, I've referenced our updated first [indiscernible] report that we published on April 1. You can find it on our website..

Moving on to our Global Insurance business, it was down high single digits, reflecting a disappointing quarter for both the UK retail business and parts of our Global Specialties businesses.

Among the Specialties businesses, marine and aerospace continue to be hampered by challenging market conditions and some negative timing of revenues that we expect will come in later in the year..

Within our construction, property and casualty business, we saw less project related new business in the current quarter compared to last year. This is simply due to the nature of this business, its result and [indiscernible]..

In our UK retail business, weaker performance was driven by a variety of factors. These included revenue timing effect and lower levels of new business for example in our corporate business and reflecting the improving U.K. economy in our installed businesses..

At beginning of the year, we started the process of combining our specialty and retail operations in U.K. under one leadership team. We are confident that over time this combination will enable us to deliver a market-leading proposition for our customers and drive good growth..

So overall, we achieved solid 4.2% organic growth, continuing the trend you had seen from us for the previous 5 quarters, despite some areas of softness that we're actively addressing..

With that, I'll turn it over to Mike to discuss the rest of the financial results before coming back to you to talk to you about our operational improvement program and then moving to Q&A. .

Thank you, Dominic, and good day, everyone. I'll be referring frequently to the slide presentation posted to our website..

I'd like to begin on Slide 3, which summarizes the financial reporting changes we made at the beginning of 2014. The most significant change was combining our UK retail business, which previously formed part of our international segment with our UK Specialties businesses to form a new unit called Global Insurance within the Willis Global segment..

I also want to highlight the movement of revaluation of FX along with gains and losses on disposals out of operating expenses to a new line item below operating income called Other income and expense..

For 2013 and 2012, we moved $22 million and $16 million, respectively from net gains into the new line item. And for 2011, we moved $5 million of net loss..

Now let me turn to the financial results for the quarter on Slide 4, which shows adjusted operating income of $326 million, statistically flat when compared to the year ago number, and adjusted EPS of $1.36, down $0.10 from first quarter last year..

Please note, however, that 3 items negatively impacted EPS comparison to last year. First, FX reduced EPS this quarter by $0.03, while the higher share count, the higher tax rate each lowered EPS by $0.05..

Slide 5 shows 4.2% organic C&F growth broken out by segment. Dominic will provide the color on each of those segments, but let me highlight a carryover impact from the fourth quarter of last year. Recall, that last quarter, our organic commission fee growth was constrained by a revenue recognition adjustment in China.

Essentially, revenue that would have been reported in the fourth quarter last year under the previous revenue recognition policy was pushed to a future period. That situation has now started to reverse with a positive impact, approximately $6 million to our current quarter..

Pulling the positive impact, International organic growth was still very good at 4.7%, and the group's organic growth would have been about 60 basis points lower at 3.6%..

Let’s turn to expenses starting on Slide 6. Dominic mentioned earlier that the underlying growth in total operating expenses, which excludes impact of the expense reduction charge we incurred in the first quarter last year and the negative impact of foreign exchange in the current quarter, was 5.5%..

This is broadly consistent with the underlying expense growth we've seen over the last 6 consecutive quarters. We're going to talk about the drivers of that growth in the current quarter, then Dominic will discuss the operational improvement program and how we expect that program will affect the cost base going forward..

First, salaries and benefits, which accounts for around 75% of our total operating expenses..

Slide 7, shows that underlying S&B expense increased by 5%. This was slightly better than the 5.6% growth we saw for the full year 2013. The main drivers of that growth are similar to what you've heard us talk about in recent calls..

First, headcount, which is up about 3%, since a year ago. And second, the impact of annual salary increases.

The headcount growth has been strategically directed to areas where we see growth opportunities, such as emerging and [indiscernible] markets in reinsurance, specific businesses at Global Wealth Solutions in Asia and revenue initiative, such has our Connecting Willis Program..

Let's now look at other operating expenses. On Slide 8, you'll see the quarter-on-quarter comparison. On an underlying basis, those expenses were up $13 million, or 8.7%. This reflects business development costs relating to Connecting Willis and other growth opportunities. In addition, we had increased spend on systems-related projects..

Depreciation expenses for the quarter was $23 million, up from $21 million last year, driven by costs associated with a number of IP projects that came online late last year. All of this activity, of course, affects our operating margin..

As you can see on Slide 9, the adjusted operating margin declined 140 basis points to 29.7%. Unfavorable FX accounted for 50 basis points, leaving the underlying decline 90 basis points..

Looking at the segment margins. North America and International, achieved margin expansion this quarter of 290 and 60 basis points, respectively. Global's margin declined 310 basis points, driven by comparatively low revenue growth, continued investments in the segment, and approximately 80 basis points of unfavorable foreign exchange..

Now on taxes. The adjusted tax rate for the first quarter was 22% compared to 19% in the year ago quarter. It's worth stating again that the quarterly tax rate will vary meaningfully from the full year rate. In 2013, the overall adjusted tax rate was 20%, but the quarterly rate range is low at 19% in Q1, and is high as 24% in Q3..

On the associates line, the largest component of which is Gras Savoye, first quarter 2014 showed a profit of $19 million compared to a profit of $15 million last year. As we stated on our last call, we expect the associates lines to be profitable in 2014 in a range of $10 million to $15 million..

The seasonality of income to be consistent with prior years with a strong first quarter, as that is when the majority of Gras Savoye's income is recorded. We expect that to be followed by flat to net operating losses in the associates line over the remainder of the year..

Let me wrap up with some comments on the balance sheet and cash flow. As shown on Slide 10, we ended the first quarter with $734 million of cash, down $62 million from year end, but up over $200 million from March 2013. Total debt outstanding at quarter end was $2.3 billion, down slightly from the end of last year..

Cash generated from operations this quarter was $5 million, down from $39 million last year, due to changes in working capital, most notably, the payment of certain bonuses in March of this year that were paid in April last year..

I'd also like to point out that we began repurchasing our stock during the last week of February, and we repurchased 904,000 shares in the quarter at a total of cost $38 million..

Employee stock option exercises added $43 million to cash in the quarter. And finally, unlike prior year, we did not draw down from our revolver in the first quarter as cash on hand was sufficient to cover the seasonally high operating cash outflows associated with the payment of annual expenses in March..

With that, I'll turn the call back to Dom. .

Thank you, Mike. As we announced recently, John Greene will be succeeding Mike as Group CFO.

Since this will be Mike's last earnings call, I wanted to take this opportunity to acknowledge the very significant contributions Mike has made over the last 4 years to the tight financial management of the Willis Group, the ongoing improvement of our balance sheet and the continued focus of the financial team on cash flow.

Mike has also been a great source of advice and support to me as I've taken over the CEO role. So Mike, thank you, on.

behalf of all of us at Willis..

Let me now turn to the multi-year operation improvement program, we announced with our earnings release last night, which I touched on earlier. This program marks a significant step in our continuous pursuit of operational excellence.

It is designed to further strengthen our client service capabilities and to deliver substantial savings starting now with annualized savings in our cost base from 2018..

Let me start with the financial details, and then I'll provide some contextual background of the program. On Slide 12, you can see that we expect that the program starting in 2014 will deliver cumulative savings of approximately $420 million through the end of 2017.

From 2018 onwards, the program results in an annualized reduction in our cost base of around $300 million. To access these efficiencies, we plan to take a cumulative charge of $410 million starting in the second quarter of 2014 through to the end of 2017..

So the savings associated with the program are expected to offset the charge to access them during the life of the program out through the end of 2017. We will then derive significant annual benefit from 2018 and thereafter..

We have given indicative phasing on the $420 million of cumulative savings in 2014 to 2017. We expect modest savings over the remainder of 2014 of about $5 million. Approximately $45 million of savings in 2015, approximately $135 million in 2016, and approximately $235 million in 2017..

We expect that about 70% of our savings will come from workforce relocation or reduction and 30% from real estate, operations, IT and other changes. These estimated savings are before any potential reinvestments. We expect the majority of savings to be reflected in earnings..

Today's announcement follows months of detailed analysis and planning across all of our operations. As you can see on Slide 13, workforce relocation, real estate and technology will be the primary levers in delivering our targeted efficiency gains.

In some areas, we're accelerating existing successful initiative, in others we are bringing fresh thinking. As ever, maintaining and improving client service will continue to be at the heart of everything we do..

On the subject of location, where we see possibly the greatest opportunities, we have a track record of successfully operating across time zones from lower cost locations, including Mumbai, and Ipswich in the U.K. and Nashville. Further possible sites in Europe and Latin America are under active review.

We will now accelerate these successful initiatives to rebalance the footprint of our support functions..

Our current ratio of employees in higher cost office locations to employees in lower cost regions is about 80:20. We will rebalance that ratio to approximately 60:40 by 2018, by moving at least 3,500 support roles out of a current employee population of more than 18,000 into lower cost locations.

Now this is a profound change that will take time to complete, but it will give us a more effective allocation of people to the right places, with the right skills to deliver with maximum effectiveness and efficiency for clients. We also anticipate some reduction in support roles as we rollout best practices and redevelop our operating processes..

Ensuring we are effective in our use of space, is another key focus for us. This is fundamentally about bringing more modern ways of using real estate to Willis, adopting the best practices of peer professional services, we can make our real estate more user friendly and reduce its cost.

The results of this work will be that we'll reduce the ratio of seats per employee and average square footage per employee in line with benchmark norms..

Finally, we will make more effective use of technology by reducing complexity, removing duplications and obsolescence across businesses and geographies, and tailoring systems more closely to client needs. We have managed to grow a powerful suite of IT applications. But in the past, they were developed independently by our various businesses.

The opportunity here is to reuse and rationalize this space and systems, going forward develop our IT in a fully coordinated way. We are known for the power of our analytics. I want that to be just as much a feature of our operational DNA, as it is in the solutions we deliver for clients..

This program will be overseen by a special working group involving key leaders and chaired by our Group Director of Operations and Technology, David Shalders. We are starting this program with significant experience and track record in the space.

Most of the operating committee of the group has significant experience driving programs of this nature and of delivering cost savings at Willis..

We have a track record of successfully moving roles from higher cost to lower cost locations, and of managing those locations ourselves to benchmarks that are in many cases superior to those achieved by the major outsourcing companies.

We will communicate openly with our employees throughout the process, working hard to support all those that are affected as much as possible..

We'll report regularly on the progress we're making on the program. We will provide informational and realized savings and actual charges in the relevant period and cumulative to date..

In addition, we will provide data on the underlined drivers of operational change, including the ratio of staff in higher cost to lower cost locations and how we are changing the number of seats for employee and average square footage for employee..

The savings and charge estimates of the program reflect what we believe is achievable based on current analysis and judgment. We will track these estimates closely and look to drive greater efficiencies where we see opportunities to do so..

Let me now discuss the outcomes for the programs, which are laid out on Slide 14. We see 3 core benefits. First, stepping up on our operational efficiency for the benefit of clients. Second, reducing our operational cost base, helping us to continue to invest for growth.

And third, contributing to the positive operating leverage, which will drive compelling returns for shareholders..

So to summarize, it has been a good start to the year, the diversity of our portfolio and our ongoing targeted investments continue to underpin solid organic growth, 4.2% this quarter and averaging at 5.3% over the last 6.

Our stated strategy is sound, and we remain confident about and committed to growing revenues faster than expenses over the medium-term. The decisive program, we announced yesterday, fully supports that commitment. We will execute with absolute focus against the targets we've set and look forward to reporting progress to you..

With that, operator, may we please begin the Q&A?.

[Operator Instructions] The first question is from John Shanker (sic) [Joshua Shanker] from Deutsche Bank. .

So questions about the strategic plans. The first question is, why don't you take an upfront charge that we can over time analyze whether you're successful on your savings. By taking incremental charges as you save? It makes it difficult for us to understand the degree to which you're making progress. .

I think, we actually want try and match the actions we're takings to the charges we actually take along the way, and if we want you to be able to monitor that very closely. I think it's actually what we believe, I think, it's much better to have more transparency on, we've taken particular actions in this quarter.

They have cost us x and then you can start to track how they -- the savings come. But we feel very strongly that the approach we're taking is actually more transparent and clearer for everyone. .

And is this part of the 70 basis points per annum improvement plan or is this in addition?.

So obviously, as we laid out our plan for 70 basis points or more gap between revenues and costs over the medium term, we had a range of cost-saving actions that we would take over that time. Some of those may be partly involved in this program.

But I think, we definitely believe that as we've added to our analysis, this is an opportunity for additional cost savings. .

So while the incremental spend to achieve these plans going on offset by the savings benefits, are we going to see over the 2014-2017 period, the -- hopefully, the 70 basis points of margin expansion you've laid out or does that really kick in beginning in 2018?.

We laid out a plan -- this is a good question, we laid out a plan to achieve 70 basis points or more improvement in revenue percentages over the medium term, and that would definitely regard 2014 to 2017 as the medium term. So we will be targeting to use that sort of performance during that long time period. .

So just on your -- I don't mean to repeat myself, we should be seeing incremental margin expansion of hopefully about 70 basis points per annum simultaneously as you're taking charges and offsetting them for this operational efficiency.

We -- Josh, I got to repeat what I said, which is that we've set a target in July last year of improving our operating margin on average over the medium-term of about 70 basis points between revenues and costs.

We remain committed to achieving that, and we believe that the operational improvement program both underpins our ability to do that and gives us the opportunity to see that target, too. .

Yes, but the point I would make is that if it's happening concurrently to savings, and then we expect another $300 million in 2018, that would be about 210 basis points over the next 3 years, plus a much, much bigger lump sum in 2018, I guess, is that the right way to think about it?.

Well, as you know, we don't give medium-term guidance exactly on how revenues and costs are going to sort of flow.

But what I think we can -- and we've also said that some elements of the savings we're achieving on the program, we may put towards reinvestment to further drive growth, but have made clear that we think the majority of the savings will fall to the bottom line.

So I think, the way to think about this, as I said this already to you, is that we expect over the medium-term to be meeting the commitment we made in the middle of 2013, and it's this program that helps underpin that and drive further improvements over the medium and longer-term. .

The next question is from Bob Glasspiegel from Janney. .

Dominic, let me echo your positive comments about Mike. I've enjoyed working with you over the 20 years and you're a real pro and I really wish you well and hope we can work with you again in the future, Mike. .

Thank you, Bob. .

Thank you. .

Dominic, maybe looking at Josh's question a little bit differently, how does this financial -- this operational plan affect the cash flow dynamics, I mean, I've been under the impression that cash flow is going to grow faster than operating earnings with capital spending and pension sort of flattish to declining, does this change the dynamics?.

No, I think, Bob, you've got the analysis right. As we've said back in July, we do believe that we have the opportunity to grow cash flow faster than operating profits because some of our CapEx and pension contributions, we believe, will be flat, while we continue to grow the company and that we continue to believe.

I think, the impact of the program on cash flow is really through what it does to operating profits is that we expect, as we said, between now and the end of 2017, that the charges we take and the improvement to profit will basically be a wash. So maybe some slight timing difference between those 2 things.

And we will give you a further update on that later in the year. But broader, we see them being a wash, but quarter-to-quarter, there might be slight differentials. .

And how much was the change in incentive comp timing from Q2 to Q1? How much of that... .

Mike?.

In terms of the cash flow for the first quarter, so that was basically the entirety of the change between the $5 million and the $39 million that I've cited. .

So cash flow was running neutral even though the earnings were little bit behind?.

Yes. .

The next question is from Cliff Gallant from Nomura. .

I wanted to ask about some of the changes that have been announced over the last couple of months in terms of staffing changes. And incidentally, I wanted to echo Bob's comment that, Mike, it's been great working with you and good luck going ahead.

But Dominic, I'd like to know more about the new CFO, what qualities were you looking for in the person you hired? And then, sort of within the management ranks, we saw a number of changes announced during the quarter as well, and I was wondering if you could highlight some of those?.

So let me talk about John Greene. John comes to us from experience in GE and most frequently at HSBC. The qualities I was looking for, well, obviously, many of those qualities that we have in our existing CFO. John also comes with a significant global experience having operated around the world.

And also, I was looking for ability to help us drive and monitor operational improvement. And from his background, John brings that to us, too. Other changes, the most notable might be the appointment of David Martin to be CEO of Willis Ltd. I'll have Steve Hearn talk about that change. .

Thanks, Dominic. Yes, David has been with us over a year now, recruited initially to run our U.K. retail operations. As you recall from previous comment, we brought together a retail business and a local specialty business in a new unit that Dominic has [indiscernible] Global Insurance.

And we've got David running that operation, a combined P&L for us which makes up, by far, the majority of our Willis Ltd. entity, the regulated entity in the U.K. So we felt it appropriate to make some change.

So David will come in to replace me, subject to regulatory approval as the CEO with Willis Ltd working with that board in terms of having responsibility over it. I think, that's what the most significant change is. .

Do you think you have any others you wanted us to talk about?.

No, I think, I still have some, there were some hires in the healthcare practices as well and there's more additions to the high-profile hires you've made. .

I mean, I think, what we can say generically is that we are committed to, I think, to grow and drive our business. We do believe that Willis offers a very exciting platform for talents across both property and casualty and human capital and benefits activities.

And we are having interesting discussions with a number of people who see the growth opportunities with us. That is -- doesn't need proof. The number of incoming calls we are getting from professionals in those areas who are noticing what we are doing and are interested in joining us is significant and we are very excited about it..

I will actually turn to Tim Wright, who will just update you on the comp expense from the human capital space globally. As you know, we asked him to oversee our practice in human capital and benefits globally, as we start to coordinate that business globally. Tim, I just wanted you to talk about the property itself. .

Thank you, Dominic. As we have substantial human capital and benefits practice, both in North America and around the world, and that is a growing business, it's growing at a good rate [indiscernible], and it's an area of focus for us going forward. We're offering [indiscernible] as a practice, which we've matrixed into the geographies.

And we are making a number of important hires as part of that process, including in Europe and in our multinational human capital benefits business, which you may have recognized [ph]. .

The next question is from Michael Nannizzi from Goldman Sachs. .

Dominic, could you -- I mean, it seems like you kind of purposely didn't lay out the timing of the expenses, you kind of -- or the incurrence of costs as opposed to the cost saves.

Can you talk about the thought process around that? And when do you expect those expenses to come through? Do you expect the timing to be up ahead of the saves or more concurrent?.

That's a good question. And we do plan, probably on our October call, to give you an update on that on our view on the timing of the charges we will take. I think, broadly, as I said, we see the timing to be close to the savings, but we wanted to give you more detail on that on our October call.

And I think, it will be -- you're right, there may be some, slightly early you take a charge and you'd see the savings a little later, but we will give you more information on that, on that call. .

Got it. And then, in terms of the expenses, is that related to current costs or projected costs? Like what is the baseline for those saves? So is it -- I mean, you have some growth initiatives internationally, so I imagine that your projections would call for some growth in expenses in those areas as well.

So is that 420, is that relative to the starting point of expenses today, the 3-ish billion today or it in comparison to projected expenses in forward periods?.

Well, maybe the easier number to focus on is our annualized base of 300 in 2018, right? About that number. That is a number against our view of what projected expenses would be in 2018. So it is a reduction against that as for the base. .

Okay.

So we should be thinking about these expenses relative to projected expenses not necessarily current expenses?.

That is correct. .

The next question is from Paul Newsome from Sandler O'Neill. .

I have sort of a related question, when you think about these payoffs timing.

Obviously, this big restructuring charge is, I guess, about a 4-year payout return, when you're looking at these other investments, are you thinking in the same manner that a 4-year kind of timeframe is, roughly speaking, the kind of payback for the investments that you're making kind of -- in particular, the stuff you're talking about that could offset some of these current savings off this bigger structure?.

No. I think, the -- first of all, let me just go through the cost savings economics [ph] again for you. We see the immediate return quite rapid, right? So that's why we're saying that we will take a charge and [indiscernible] savings and those are a wash during the course of 2014 to '17.

In terms of other investments we make, which are almost overwhelmingly in client-facing activities, new businesses, et cetera, the returns are obviously often much faster than that. In some businesses we take, we hire people, they join us, and their impact can be positive in-year.

In most cases, when we hire people, we would except them to be definitely positive in year 2, definitely positive in year 2. So the return on building new businesses and hiring capabilities we tend to find is reasonably rapid. As I sustained [ph], some cases, very rapid indeed.

But we definitely look to see, as we build businesses, see returns in the year after we are investing. .

And are any of these cost savings dependent upon the achievement of a certain level of organic growth and benefits of scale?.

No. These are -- we have are a reasonably scaled business today. We -- I should go back and reiterate, we have said months developing this plan, in great detail.

And it is based upon specific actions we see in the location of our staff in the evolving -- the evolution of our real estate base and in consolidating and rationalizing some of our [indiscernible] IT. Those are actions, which are based upon the days cost save [ph] and the natural way we do growing.

And we're not relying upon further growth or further economies of scale to achieve the savings. .

The next question is from Meyer Shields from U.S.A. (sic) [KBW]. .

This is probably more numeric and you may want to answer, but is there any way to quantify how much of the $300 million of full year run rate savings are already contemplated in the 70 basis point revenue/expense correct [ph]?.

It's a good question. And it's obviously a reiteration of, I think, Josh's question right up front. And the answer is, I think, I was trying to reiterate again, we are committed over the medium term and that includes [indiscernible] 2017 to the 70 basis points or more gap between revenues and expenses.

This program both underpins our confidence in that program and our ability to get those targets and our ability to deliver 70 basis points or more. That's how we see this program. The exact division between how much of this is helping us get to 70 and how much will push us beyond 70 is hard to say.

And definitely, by the time you get to 2018, because the world will have evolved, but we absolutely will say that this should both underpin the 70 basis points commitment and help us exceed it as we move forward. .

Okay. I understand your point.

Similar question though, in terms of the majority of the savings falling to bottom line rather than being reinvested, could refine what the majority means?.

Yes, we will give you guidance along that -- along the way of the program. Obviously, as you would expect and as you would want us to do, that will be based upon the attractiveness of investments along the way. But we do believe that the majority of the savings will fall to the bottom line.

But it obviously -- you would want us to do and would be wise, if in 2016, 2017, we saw specific investment opportunities with spectacular return, we should be investing in those, we will do so. But we absolutely believe that the majority of these savings will fall to earnings. .

That's great. If I could encourage you to maybe quantify it as we go along. I think that would be very helpful and... .

We completely hear you. And as I've said, we are committed to both providing you, on a regular basis, how the business -- how the program is evolving and provide you with underpinnings of the key drivers of those savings, so that you can see that they are really happening on the ground.

So we'll report to you on this, how the 80:20 higher cost to lower cost ratio of where our people[indiscernible] evolves over time. And we will report to you on how our real estate platform evolves over time. .

The next question is from John Campbell from Stephens Inc. .

First question here it follows in line with Josh's question earlier. And Dominic, I know you guys don't give the medium-term guidance, I'm not looking for that.

And just looking beyond that 70 bps kind of medium-term goal, factoring in the cost reduction plan and just if we're to assume kind of steady growth from here, can you guys just give us a expense or maybe just a rough range of what you're kind of targeting for longer-term operating margins?.

I'm sorry, you know we don't give guidance of that nature. Obviously, you can do the math as well as we can. If we deliver medium-term 70, 75 at this point gap between revenues and expenses, you would see our margins improve.

And if we can do better than that in terms of the operational improvement program, helping to drive increased cost savings, we'll do better again. So that's all I can help you with basically, because as you've said, we don't give specific guidance of that nature. .

Okay. That's fair.

Just was looking for a range there, but -- and you -- I mean, do you look at the cost reduction plan, I don't know how much detail you can give us on this, but is any of that plan focused on Gras Savoye that you can see?.

No. Gras Savoye, as you know, went through its own program during 2013 and achieved a very good savings, a very successful program. And you saw some of the benefits of that in the associates line in this first quarter.

Assuming that we go ahead with the acquisition of Gras Savoye, which as you know, is a decision we have to take next year, and we have not made that final decision yet. But assuming that we were to go ahead with them, they would be partners during 2016.

And we would obviously start to look during that period at the opportunities to involve Gras Savoye further in some of the activities we're taking. And that may create additional opportunities. But at this point, we are not including them in those numbers. .

The next question is from Al Copersino from Columbia Management. .

It sounds like a large scale cost savings program of this sort perhaps was not contemplated at the time of the July investor meeting. And if that's correct, I hear what you're saying that this program gives you more confidence in the 70 bps spread and gives you the chance to perhaps exceed that.

My question is did you find that some elements, either the revenue growth or the expense management, had turned out to be more difficult than you had thought a year ago? Or is that not the correct way to think about this?.

I think, that is not the correct way to think about this. When we stood up in July last year and talked about our revenue and cost opportunity, we already had some ideas about where we would find some cost savings, and by the way, we have been taking those activities.

The ratio of -- we have been continuing to move people to lower-cost locations over the last period of time. I was aware -- I have become aware and am more convinced that there were cost opportunities both leading up to July and after July. We were seeking a team that would enable us to drive a very detailed [indiscernible] program.

We were able to hire David Shalders to join us at the tail end of 2013 to help us accelerate our analysis of our cost-saving opportunities. And we have been in deep analysis of the opportunities over the last few months and developed a very, very detailed plan, of which we are providing you the headlines on this announcement.

So I think, what's the best way of thinking about this is that we had some ideas of where we would expect cost savings, we saw some opportunities in July, what we've now done is deepened and strengthened our bench to enable us to drive that in great, great detail.

And in the process of doing so, I've got -- become even more enthusiastic and raised what we believe are the opportunities. That is the program we are announcing today, that if growth reflects our thinking leading up July, and then deeper and deeper analysis of the opportunities which leads to this announcement. .

That's very helpful. Terrific. And Mike, it's been a pleasure meeting with you and working with you over the last few years. .

Thank you, Al. I look forward to seeing you again. .

The next question is from Mark Hughes from SunTrust. .

The headcount growth of 3% in the quarter was fairly healthy, in light of the market opportunity, I guess.

Is there something you see, is there a land grab out there that you need to keep expanding the staff in order to take advantage of some opportunity or still in some part of your strategic offering? And so, therefore, you can't just sort of start pinching pennies today or you couldn't 6 months ago that there's some sort of expense drive that is making you, I guess, want to increase the expense structure, at least in the near to medium term here, which you will then taper off in the longer-term, but why not just start pinching pennies today?.

So first of all, to clarify, that the 3% is the year-on-year increase, so it's comparing the first quarter of '14 versus the first quarter of '13. It's also a net number.

And we have been basically trying to target our headcount at particular areas where we see growth and holding back on headcount in areas where we see less growth and less opportunities. So for instance, in Asia, we're seeing headcounts grow 11% year-on-year, reinsurance is up 6% year-on-year.

In other areas, we have been reducing our headcount where we see lower growth. So the net number absolutely reflects that. We see significant opportunities to grow the business. And we are going to put our resources behind those growth opportunities, and we will cut back in areas where we see less growth.

This operational improvement program enables us to do all that at an accelerated pace and deliver our financial metrics in the way that people will like. .

On a separate topic, the human capital business, if you're able land a reasonable number of those extreme prospects, would you expect the human capital growth to accelerate a little bit because of this exchange opportunity?.

So, obviously, the human capital exchange opportunity you're talking about is in North America, we emphasized, too, that we are thinking about human capital and benefits activities globally, as well as what's within North America.

Within North America, I guess, we do, particularly, as we are finding that the prospect list and actually the new plan includes a fair number of people who either are new to Willis, full stop, or new to Willis in human capital and benefits in North America.

So absolutely, as we drive that exchange forward, we would expect it to add new clients to our base, and therefore, drive revenues. So yes, we are excited about it.

Let me reemphasize what I said back that it takes time to close these transactions because they are major decisions for a company, they're changing their healthcare plans of their employees. You don't do that overnight. So we really started in this in the middle of last year.

We've closed 16 to date, and we have a pipeline of 750 discussions we're having. You can see why we are excited. .

The next question is from Brian Meredith from UBS. .

Two questions for you.

The first one, do the cash outflows with respect to the expense plan here have any impact on share buyback?.

No. We remain -- that's a good question, we remain committed to sort of the capital allocation plan we laid out in July, where we said we'd been looking at organic growth opportunities, inorganic growth opportunities, dividend increases and share repurchases. We delivered on all 4 of those to date.

We delivered organic growth, we've done some M&A, we've raised our dividend, and we started a share repurchase plan. And we continue what we said on our last call that we have a share repurchase plan at the moment targeted at immunizing the impact on share count of share options. And we continue to be committed to that plan. .

Okay. Great. And then, Dominic, the second question, so the insurance brokerage industry right now, and I guess, it always is, is pretty competitive when it comes from a -- to talent and getting good talent. And anytime you kind of go through an expense initiative, like you're going through right now, can cause some internal pain.

So I guess, my question for you is that is there a risk here of any kind of key talent or good kind of client-facing people leaving as a result of what's going on here? Or is there something that you're doing to try to prevent that from happening?.

Well, it's a very good question. And also, we're aware of this, we do not believe that there is a risk that we can't manage. We are very focused on communications around this plan. The consultation with our staff around the plan. And the fact that the plan is fundamentally focused on serving our clients better.

So one small example of what we are going to do and which is included in the provision charge laid out to you before [indiscernible]. It's very important, if we make any changes to the service of our clients, that we parallel run the old process with the new process to make sure that everyone's comfortable -- our clients are comfortable.

That the new approaches work even better than the approaches we have today. We have built a substantial amount of parallel running into our plan, and therefore needed to put $410 million charge we had in place. So we believe that we will be able to work with our new [indiscernible] colleagues.

To be able to be absolutely clear with them that the thing that really drives their behaviors and excites them and get them out of bed in the morning, which is client service and making sure their clients are happy, absolutely has got to be taken care of. .

The next question is from Kai Pan from Willis (sic) [Morgan Stanley]. .

It's Kai Pan, Morgan Stanley.

Just first a quick math question, just trying to understand the $300 million cost-saving, is the 70% that's coming from the relocation of those, that's $210 million? And you said probably impacted about 305 -- 3,500 supporting roles, that's average about $60,000 per employee per year, it sounds sort of like pay cuts, given the average salary of $120,000 for your average employee.

So I was just wondering, is that math right?.

Well, the math is basically, obviously, be the savings come from the delta between the cost of having a role in that higher cost location and the fully loaded cost of that role versus the difference in a lower cost location, that varies obviously from where you are taking a role to where you're moving it to, right? And so if you take that role from some of our highest cost locations and you moved it to Mumbai, that is the big delta, you move it from a location in North America to Nashville is a delta, but it's a smaller delta, the average you have -- you roughly work out would be the average of all those different moves.

But that is the basic economics having roles hopefully better designed roles in lower cost locations at lower overall cost than at present. .

In that light, do you expect the sort of majority of these impacted 3,500 sort of roles like about 20% of your total employee base to be turned over, over the next 3, 4 years?.

Yes, we do believe -- it's a good question, we do believe that the actual impact on our staff to date would be less significant but it might appear more. Two reasons. One, because there is natural turnover in that base, anyways. And so, therefore, managing this process should be easier, but because of natural turnover, anyway.

And secondly, because we are actually obviously going to also take time over moving these roles, it's not all happening at once, it's happening over the course of 3 years. So therefore, we think the actual impact on our current staff in the higher cost locations is less significant than the raw numbers might suggest. .

Okay. So lastly, on the timing of your margin expansion, it looks like most of these savings are kind of back-end loaded, at least a 3 to 4 years process.

Is that fair to assume that the margin expansion would also be more sort of back-end loaded?.

Well, to reiterate what I said in a number of questions about our medium-term commitment. Quite clearly, if we're going to do better than our medium-term commitments with 70 basis points, we'll see more improvement. This program will kick in more aggressively in the later years. Yes, that's exactly it. .

The next question is from Ronny Bobman from Capital Returns. .

I barely know Mike, but I'm going to say goodbye and good luck anyway, since everyone else has. Moving off the topic du jour, if we could just focus on Willis 3, which has consistently done fabulous.

Added question, obviously, we're all aware that the reinsurance business, particularly the underwriting side of it, is undergoing dramatic change, looks like it's here to stay and it's sort of broadening. And obviously, there's a knock-on effect to the intermediary -- to your reinsurance brokerage unit.

And for the most part, it's not really been talked about or a great area of concern from the management and the executive rank, but I'm wondering, Dominic, what's your view, and maybe any other unit heads there could comment on sort of what's your intermediate or longer-term view of the reinsurance brokerage business that it would seem to me that the sort of securitization is not a great trend for the intermediary, but I'd really welcome your input.

.

I'm happy to take it, but I'll hand it over to Steve Hearn for a second. I'm very interested that the question about if securitization is a good thing coming from an investment banking organization.

We've [indiscernible] in the broader investment field because we do believe that -- actually, there was some interesting analogies here, where we're starting to see the evolution of capital in the industry start to move in the questions around intermediation and disintermediation.

As an intermediary involved in that, we do see plenty of opportunities but it does requires to be fleet to foot, and be the analyst or provider and helper to our clients.

But let me have Steve talk a bit more, Steven talk a bit more about how he sees the outlook for the reinsurance business?.

Sure. Thanks, Dominic. Yes, we did have another great quarter in Willis 3, another great quarter for that business as it performed fantastically over years. And unquestionably, as you say, an interesting environment in terms of rating in the reinsurance space. [indiscernible] influenced by what's going on in [indiscernible].

We don't -- as I've said before on calls before, I don't think you should necessarily draw the conclusion that you'll see that impact directly in our reinsurance business' performance. We continue to grow through new business, acquisition business from competitors.

We do have some fee-based earnings in some of the larger reinsurance buyers [ph] and clients. Dominic said it in his remarks, too, often taking the opportunity [indiscernible] more. If I got out of the quarter and perhaps answered the question with a more longer-term view.

We did, I think, that the new -- so-called new capacity coming into the reinsurance world will be sustained, in my opinion. I think, those who have a prognosis that in the event of a major catastrophic event that it would cripple [ph] capacity, I quite don't actually agree with that.

I think we can sustain the impact and it just becomes a matter of pricing. For us, we embrace that and see this as an opportunity as people start to embrace the new capacity, they often need advice and that's exactly what a reinsurance intermediary does.

Again, using the full weaponry of Willis' global capability including the obvious one of Willis Capital Markets. That we see as an opportunity in fact of a great connection between those businesses that are very important part of the shift. So opportunity, I feel good about where our reinsurance business is in the medium and long-term prognosis. .

Okay. I'm aware that we have run somewhat over our time block here. So I think, we probably better bring this call to a close. Let me reiterate what I said on my remarks. We're excited about the revenue momentum that we have -- that we've had over a number of quarters and we saw again in this quarter.

We're excited about our growth opportunities which we discussed on this call in a number of areas. And about our ability to invest behind those growth opportunities and cut back in other areas where we see less [indiscernible].

And to underpin on this, we announced a very important operational improvement program, which has allowed months of detailed growth to lay out where we see opportunities to restructure our cost base, and will be led by an experienced team to deliver this program. And we are committed to reporting back to you on progress in a[indiscernible] quarter.

With that, thank you very much. And we look forward to talking to you further. .

That concludes today's conference. Please disconnect at this time..