01—Abstract
Summary
Summary of the 10-K/A filed April 30, 2014. Cited figures are marked; the original filing is the authoritative source.
This Amendment No. 1 to Willis Group Holdings plc's Form 10-K for fiscal year 2013 was filed solely to add Part III information (Items 10 through 14) that the Original Form 10-K, filed February 27, 2014, had omitted under General Instruction G(3).
The filing states that the Company does not intend to file a definitive proxy statement within the 120-day period, so the governance, executive compensation, beneficial ownership, related-party and auditor-fee disclosures are provided here. It does not modify the financial disclosures in the Original Form 10-K. The Part III content describes a Board of twelve directors and nominees, with Dominic Casserley serving as CEO since January 7, 2013, and James F.
McCann as non-executive Chairman. Adjusted EBITDA was $874 milliona in 2013, down $16 million from $890 million in 2012. Reported commissions and fees grew 5.1% and organic commissions and fees grew 4.9%.
Cash flow from operating activities was $561 millionb, and cash on hand was $796 million at December 31, 2013. The filing states that approximately 89% of votes cast supported the 2013 say-on-pay proposal. Compensation disclosures show Mr. Casserley's 2013 total compensation of $8,931,395, and the Compensation Committee reduced the new CEO's total target pay by over 25% relative to former Group CEO Joseph Plumeri.
The filing reports that Deloitte LLP billed total fees of $7,748 thousandc for 2013, compared with $8,319 thousand for 2012. ValueAct Capital is disclosed as a 5% beneficial owner with 10.29% of shares, and the filing states that no related-person transactions required disclosure under Item 404 of Regulation S-K for 2013.
02—Key points
Key Highlights
- Filed solely to supply Part III (Items 10-14) information omitted from the Original Form 10-K filed February 27, 2014; the Company does not intend to file a proxy statement within the 120-day window
- 2013 Adjusted EBITDA of $874 million, down $16 million from $890 million in 2012; reported commissions and fees growth of 5.1% and organic growth of 4.9%
- Cash flow from operating activities of $561 million in 2013, up $36 million; cash on hand of $796 million at December 31, 2013
- Dominic Casserley became CEO on January 7, 2013; his 2013 total compensation was $8,931,395, and the new CEO's total target pay was lowered by over 25% versus the prior Group CEO
- Approximately 89% of votes cast supported the advisory say-on-pay proposal at the 2013 Annual General Meeting
- ValueAct Capital held 18,422,600 shares, or 10.29%, and the filing discloses a Nomination Agreement under which Jeffrey W. Ubben joined the Board
- Deloitte LLP total fees were $7,748 thousand in 2013 versus $8,319 thousand in 2012; the filing reports no Item 404 related-person transactions for 2013
03—One dollar
04—Financials
Financial Highlights
Figures from 10-K/AFY2013filed April 30, 2014Financial Statements
FY2013 against FY2012
| Line item | FY2013FY2012 | Change |
|---|---|---|
| Revenue | $3.65B$3.48B | +5.0% |
| Operating Expenses | $2.99B$3.71B | −19.2% |
| Operating Income | $663.00M-$225.00M | +394.7% |
| Interest Expense | $126.00M$128.00M | −1.6% |
| Net Income | $365.00M-$446.00M | +181.8% |
| EPS (Basic) | $5.53$-2.58 | +314.3% |
| EPS (Diluted) | $5.37$-2.58 | +308.1% |
| Shares Outstanding (Basic) | 66.00M173.00M | −61.8% |
| Shares Outstanding (Diluted) | 68.00M173.00M | −60.7% |
05—Questions
Frequently Asked Questions
Why was this amendment filed?
The Original Form 10-K omitted Part III information under General Instruction G(3). The Company does not intend to file a definitive proxy statement within the 120 days after fiscal year-end, so it is including the required Part III content by amendment. The amendment does not update other disclosures in the Original Form 10-K.
How was executive pay structured for the new CEO?
Mr. Casserley's 2013 total compensation was $8,931,395, including a $1,500,000 sign-on transition award paid in January 2014. His annual incentive award had a target of 225% of base salary, with a maximum of 400%. His long-term incentive target was 525% of base salary, and 72.5% of his total compensation was described as performance-based.
What were the company's key 2013 financial results cited in the compensation discussion?
The filing reports Adjusted EBITDA of $874 million, compared with $890 million in 2012. Reported commissions and fees grew 5.1% and organic commissions and fees grew 4.9%. Operating cash flow was $561 million, and cash on hand at year-end was $796 million.
Who are the major beneficial owners and how is board independence determined?
ValueAct Capital beneficially owned 18,422,600 shares, or 10.29%, and Harris Associates L.P. owned 17,605,159 shares, or 9.83%. The Board determined that all directors other than Mr. Casserley are independent under SEC rules and NYSE standards, and it found no transactions that impaired independence.
06—Continue