NEW YORK--(BUSINESS WIRE)--October 26, 2009--Willis Group Holdings Limited (NYSE:WSH), the global insurance broker, today reported results for the quarter and nine months ended September 30, 2009.

“Willis continues to maintain its growth momentum in spite of the difficult global economy and soft market conditions – and that’s a tribute to the strength of our diverse global business,” said Joe Plumeri, Chairman and Chief Executive Officer, Willis Group Holdings. “We continue to get strong contributions from each segment, despite the marketplace challenges we face, which are especially pronounced in the US, UK and Ireland. We continue to run the company with discipline and foresight, implementing strict cost controls, right sizing for the current environment, and investing in areas that will drive current and future growth.”

Reported net income from continuing operations for the quarter ended September 30, 2009 was $78 million, or $0.46 per diluted share, compared with $36 million, or $0.25 per diluted share, in the same period a year ago. Reported net income for the third quarters of 2009 and 2008 was affected by certain items, including the acquisition of Hilb Rogal & Hobbs Company (HRH).

Excluding certain items, which are reviewed in detail in this release, adjusted earnings per diluted share from continuing operations were $0.53 in the third quarter of 2009 compared with $0.32 in the third quarter of 2008. Foreign currency movements had a negative $0.05 impact on earnings per diluted share in the third quarter of 2009.

Total reported revenues for the quarter ended September 30, 2009 were $725 million compared with $579 million for the same period last year, an increase of 25 percent. This increase was primarily due to the HRH acquisition. Foreign currency movements decreased reported revenues by 2 percent compared with a year ago.

Organic growth in commissions and fees was 2 percent in the third quarter of 2009 compared with the third quarter of 2008. This growth reflected net new business won of 5 percent, offset by a negative 3 percent impact from declining premium rates and other market factors. Continued strong client retention levels and momentum from Shaping our Future growth initiatives, such as Global Placement and Client Profitability, also contributed to organic growth in commissions and fees.

The International business segment contributed 3 percent organic growth in commissions and fees in the third quarter of 2009 compared with the same period in 2008. This growth came from strong new business and continued traction from Shaping our Future growth initiatives, which more than offset the soft rate environment and weakness in the UK and Ireland retail market. Outside of the UK and Ireland, the International business segment had high single-digit growth. There was strong growth across many regions, including Europe and Latin America.

The North America segment reported an improvement from the second quarter of 2009 with a 3 percent decline in organic commissions and fees compared with the third quarter of 2008, reflecting soft insurance market conditions as well as continued weakness in the US economy. North America remains focused on the integration of HRH and ongoing expense management. As a result, its operating margin expanded 1,140 basis points to 21.5 percent in the third quarter of 2009 compared to the prior year.

The Global segment, which comprises the Global Specialties, Faber & Dumas and Reinsurance divisions, recorded 4 percent organic growth in commissions and fees in the third quarter of 2009 compared with the third quarter of 2008. Each division within the Global segment recorded positive growth, led by continued high single-digit growth in reinsurance, together with strong performance in the aerospace, marine and financial and executive risks specialties.

Reported operating margin was 11.3 percent for the quarter ended September 30, 2009 compared with 11.4 percent for the same period last year. Excluding certain items, which are reviewed in detail in this release, adjusted operating margin was 13.1 percent for the quarter ended September 30, 2009 compared with 12.1 percent a year ago. Foreign currency had an unfavorable 150-basis-point impact on adjusted operating margin in the quarter.

Reported net income from continuing operations for the nine months ended September 30, 2009 was $357 million, or $2.13 per diluted share, compared with $241 million, or $1.70 per diluted share, in the same period a year ago. Reported net income for the first nine months of 2009 and 2008 was affected by certain items, including the acquisition of HRH and 2008 expense review charges for severance and other costs.

Excluding certain items, which are reviewed in detail in this release, adjusted earnings per diluted share from continuing operations were $2.21 for the nine months ended September 30, 2009 compared with $2.24 in the comparable period of 2008, a decrease of 1 percent. Foreign currency movements reduced earnings per diluted share by $0.14 for the nine months ended September 30, 2009.

Total reported revenues for the nine months ended September 30, 2009 were $2,439 million compared with $2,035 million for the same period last year, an increase of 20 percent. The increase was primarily due to the HRH acquisition, while the effect of foreign currency translation decreased reported revenues by 6 percent.

Organic growth in commissions and fees was 2 percent in the first nine months of 2009 compared with the comparable period of 2008. This growth reflected net new business won of 5 percent, offset by a negative 3 percent impact from declining premium rates and other market factors.

Reported operating margin was 21.4 percent for the nine months ended September 30, 2009 compared with 18.1 percent for the same period last year. Excluding certain items, which are reviewed in detail in this release, adjusted operating margin was 22.1 percent for the first nine months of 2009 compared with 22.9 percent a year ago.

The reported income tax credit for the quarter ended September 30, 2009 was $29 million compared to $2 million income tax expense for the comparable period a year ago.

The third quarter 2009 tax credit included a provision of $27 million which had been recorded related to tax that would potentially be payable should the unremitted earnings of our foreign subsidiaries be repatriated. Following a change in UK tax law effective in the third quarter of 2009, these earnings could now be repatriated without additional tax cost and, consequently, the provision has been released. In addition, as in prior years, an $11 million credit has been recognized in the third quarter of 2009, compared with a $5 million credit in the year ago quarter, further to the closure of the statute of limitations on assessments relating to previously unrecognized tax benefits.

The effective underlying tax rate for the quarter and nine months ended September 30, 2009 was approximately 26 percent, the same as the 2008 full-year rate.

Income from discontinued operations, net of tax, was $1 million, or $0.01 per diluted share, in the third quarter of 2009 and $2 million, or $0.01 per diluted share, for the nine months ended September 30, 2009, relating to disposals of Bliss & Glennon and Managing Agency Group, the Company’s US-based wholesale insurance operations. No net gain or loss was recognized relating to either transaction.

The Board of Directors declared a regular quarterly cash dividend on the Company’s common stock of $0.26 per share, or an annual rate of $1.04 per share. The dividend is payable on January 15, 2010 to shareholders of record on December 30, 2009.

As of September 30, 2009, cash and cash equivalents totaled $203 million and total debt was $2.6 billion. The Company issued $300 million of senior notes due 2019 at 7.0 percent, and repurchased $160 million of its 5.125 percent Senior Notes due July 2010 at a premium of $27.50 per $1,000 face value.

In June 2009, the Company announced that it was in discussions regarding the potential sale of a portion of its interest in Gras Savoye. Since that time, the Company and other Gras Savoye shareholders have entered into an exclusive arrangement with Astorg Partners, a private equity fund, but as of the date hereof, we have not entered into any definitive sale agreement. Pending the finalization of the financing terms, we anticipate executing definitive agreements in the next few months. We would expect: (i) elimination of the put presently exercisable by the Gras Savoye shareholders; (ii) receipt of cash proceeds between $100-$150 million, and (iii) retention of a 33 percent interest following the sale as well as the ability to acquire a majority interest in Gras Savoye in 2015. As a result of the significant uncertainties underlying these forward-looking statements, our inclusion of this information is not a representation or guarantee by us that our objectives and plans will be achieved.

“I am proud of what we’ve been able to accomplish this quarter and over the first nine months of 2009. This is a strong, diverse business that is able to perform well even under the worst global economic conditions,” Plumeri said. “As always, we are rigorous about our expenses and keeping our company at the right size for the current environment. Importantly, we remain ahead of plan on achieving HRH integration synergies, and we continue to invest in Shaping our Future. Accelerating growth remains our number one priority.”

A conference call to discuss the third quarter 2009 results will be held on Tuesday, October 27, 2009, at 8:00 AM Eastern Time. To participate in the live teleconference, please dial (866) 803-2143 (domestic) or +1 (210) 795-1098 (international) with a pass code of “Willis”. The live audio web cast (which will be listen-only) may be accessed at www.willis.com. This call will be available by replay starting at approximately 10:00 AM Eastern Time, through November 27, 2009 at 11:59 PM Eastern Time, by calling (877) 611-5293 (domestic) or +1 (203) 369-4862 (international) with no pass code, or by accessing the website.

Willis Group Holdings Limited is a leading global insurance broker, developing and delivering professional insurance, reinsurance, risk management, financial and human resource consulting and actuarial services to corporations, public entities and institutions around the world. Willis has more than 400 offices in nearly 120 countries, with a global team of approximately 20,000 Associates serving clients in approximately 190 countries. Additional information on Willis may be found at www.willis.com.

We have included in this document ‘‘forward-looking statements’’ within the meaning of Section 27A of the Securities Act of 1933, and Section 21E of the Securities Exchange Act of 1934, which are intended to be covered by the safe harbors created by those laws. These forward-looking statements include information about possible or assumed future results of our operations. All statements, other than statements of historical facts that address activities, events or developments that we expect or anticipate may occur in the future, including such things as our redomestication from Bermuda to Ireland, the potential benefits of the HRH acquisition, discussions concerning the sale of a portion of our interest in Gras Savoye, our outlook, future capital expenditures, growth in commissions and fees, business strategies, competitive strengths, goals, the benefits of new initiatives, growth of our business and operations, plans and references to future successes are forward-looking statements. Also, when we use the words such as ‘‘anticipate’’, ‘‘believe’’, ‘‘estimate’’, ‘‘expect’’, ‘‘intend’’, ‘‘plan’’, ‘‘probably’’, or similar expressions, we are making forward-looking statements.

There are important uncertainties, events and factors that could cause our actual results or performance to differ materially from those in the forward-looking statements contained in this document, including the following:

The foregoing list of factors is not exhaustive and new factors may emerge from time to time that could also affect actual performance and results. For additional factors see the section entitled ‘‘Risk Factors’’ included in Willis’ Form 10-K for the year ended December 31, 2008, and our subsequent filings with the Securities and Exchange Commission. Copies are available online at http://www.sec.gov or on request from the Company as set forth in Part I, Item 1 “Business-Available Information” in Willis’ Form 10-K.

Although we believe that the assumptions underlying our forward-looking statements are reasonable, any of these assumptions, and therefore also the forward-looking statements based on these assumptions, could themselves prove to be inaccurate. In light of the significant uncertainties inherent in the forward-looking statements included in this document, our inclusion of this information is not a representation or guarantee by us that our objectives and plans will be achieved.

Our forward-looking statements speak only as of the date made and we will not update these forward-looking statements unless the securities laws require us to do so. In light of these risks, uncertainties and assumptions, the forward-looking events discussed in this document may not occur, and we caution you against unduly relying on these forward-looking statements.

This press release contains references to non-GAAP financial measures as defined in Regulation G of SEC rules. Consistent with Regulation G, a reconciliation of this supplemental financial information to our generally accepted accounting principles (GAAP) information is in the note disclosures that follow. We present such non-GAAP supplemental financial information, as we believe such information is of interest to the investment community because it provides additional meaningful methods of evaluating certain aspects of the Company’s operating performance from period to period on a basis that may not be otherwise apparent on a GAAP basis. This supplemental financial information should be viewed in addition to, not in lieu of, the Company’s condensed consolidated income statements for the three and nine months ended September 30, 2009 and balance sheet as at that date.

WILLIS GROUP HOLDINGS LIMITED CONDENSED CONSOLIDATED INCOME STATEMENTS (in millions, except per share data) (unaudited)

	Three months ended September 30,						Nine months ended September 30,
	2009			2008			2009			2008
Revenues
Commissions and fees	$	714		$	556		$	2,401		$	1,969
Investment income		10			22			35			64
Other income		1			1			3			2
Total Revenues		725			579			2,439			2,035
Expenses
Salaries and benefits		449			359			1,372			1,198
Other operating expenses		151			131			428			421
Depreciation expense		15			14			43			41
Amortization of intangible assets		29			6			76			12
Net gain on disposal of London headquarters		-			-			-			(8	)
Net (gain)/loss on disposal of operations		(1	)		3			(1	)		3
Total Expenses		643			513			1,918			1,667
Operating Income		82			66			521			368
Interest expense		47			32			128			69
Income from Continuing Operations before Income Taxes and Interest in Earnings of Associates		35			34			393			299
Income taxes (credit)/charge		(29	)		2			64			74
Income from Continuing Operations before Interest in Earnings of Associates		64			32			329			225
Interest in earnings of associates, net of tax		16			6			42			29
Income from Continuing Operations		80			38			371			254
Discontinued Operations, net of tax		1			-			2			-
Net Income	$	81		$	38		$	373		$	254
Net income attributable to noncontrolling interests		(2	)		(2	)		(14	)		(13	)
Net income attributable to Willis Group Holdings Limited	$	79		$	36		$	359		$	241


Amounts attributable to Willis Group Holdings Limited common shareholders
Income from Continuing Operations, net of tax	$	78		$	36		$	357		$	241
Income from Discontinued Operations, net of tax		1			-			2			-
Net Income	$	79		$	36		$	359		$	241


WILLIS GROUP HOLDINGS LIMITED CONDENSED CONSOLIDATED INCOME STATEMENTS (Continued) (in millions, except per share data) (unaudited)

	Three months ended September 30,				Nine months ended September 30,
	2009		2008		2009		2008
Earnings per share – Basic and Diluted
Basic Earnings per Share:
Continuing Operations	$	0.46	$	0.25	$	2.13	$	1.70
Discontinued Operations		0.01		-		0.01		-
Net Income attributable to Willis Group Holdings Limited common shareholders Limited common shareholders	$	0.47	$	0.25	$	2.14	$	1.70
Diluted Earnings per Share:
Continuing Operations	$	0.46	$	0.25	$	2.13	$	1.70
Discontinued Operations		0.01		-		0.01		-
Net Income attributable to Willis Group Holdings Limited common shareholders	$	0.47	$	0.25	$	2.14	$	1.70

Average Number of Shares Outstanding
- Basic		168		142		168		142
- Diluted		169		142		168		142
Shares outstanding at September 30		168		142		168		142


WILLIS GROUP HOLDINGS LIMITED SUMMARY DRAFT BALANCE SHEETS (in millions) (unaudited)

	September 30, 2009		December 31, 2008
Assets
Cash & cash equivalents	$	203	$	176
Fiduciary funds—restricted		1,815		1,854
Short-term investments		-		20
Accounts receivable, net		8,980		9,131
Fixed assets, net		353		312
Goodwill and intangibles, net		3,886		3,957
Investments in associates		308		273
Deferred tax assets		8		76
Pension benefits asset		148		111
Other assets		674		492
Total Assets	$	16,375	$	16,402
Liabilities and Stockholders’ Equity
Accounts payable	$	10,152	$	10,314
Deferred revenue and accrued expenses		305		471
Deferred tax liabilities		1		21
Income taxes payable		25		18
Short-term debt		141		785
Long-term debt		2,465		1,865
Liability for pension benefits		222		237
Other liabilities		863		796
Total Liabilities	$	14,174	$	14,507

Equity attributable to Willis Group Holdings Limited		2,155		1,845
Noncontrolling interests		46		50
Total Stockholders’ Equity		2,201		1,895
Total Liabilities and Stockholders’ Equity	$	16,375	$	16,402

WILLIS GROUP HOLDINGS LIMITED SUPPLEMENTAL FINANCIAL INFORMATION (in millions) (unaudited)

1.	Definitions of Non-GAAP Financial Measures

	We believe that investors’ understanding of the Company’s performance is enhanced by our disclosure of the following non-GAAP financial measures. Our method of calculating these measures may differ from those used by other companies and therefore comparability may be limited.

	Organic commissions and fees growth

	Organic commissions and fees growth excludes the impact of foreign currency translation and acquisitions and disposals from reported commissions and fees. We use organic commissions and fees growth as a measure of business growth generated by operations that were part of the Company at the end of the period.

	Adjusted operating income and adjusted net income

	Our results have been impacted by the accelerated amortization of intangible assets, a premium on the early redemption of 2010 bonds, charges related to the 2008 expense review and costs associated with the acquisition of HRH, together with net gains/losses on disposal of operations. We believe that excluding these items from operating income and net income as applicable, along with the GAAP measures, provides a more complete and consistent comparative analysis of our results of operations.

2.	Analysis of Commissions and Fees

	Organic growth in commissions and fees is defined as growth in commissions and fees excluding the impact of foreign currency translation and acquisitions and disposals. The percentage change in reported commissions and fees is the most directly comparable GAAP measure, and the following tables reconcile this change to organic growth in commissions and fees by business unit for the three and nine months ended September 30, 2009:


	Three months ended September 30,					Change attributable to
	2009		2008		% Change	Foreign currency translation	Acquisitions and disposals	Organic commissions and fees growth^(a)
Global	$	175	$	159	10%	0%	6%	4%
North America		320		175	83%	0%	86%	(3)%
International		219		222	(1)%	(5)%	1%	3%
Commissions and fees	$	714	$	556	28%	(3)%	29%	2%

	Nine months ended September 30,					Change attributable to
	2009		2008		% Change	Foreign currency translation	Acquisitions and disposals	Organic commissions and fees growth^(a)
Global	$	657	$	627	5%	(5)%	5%	5%
North America		1,023		559	83%	0%	88%	(5)%
International		721		783	(8)%	(14)%	1%	5%
Commissions and fees	$	2,401	$	1,969	22%	(7)%	27%	2%

WILLIS GROUP HOLDINGS LIMITED SUPPLEMENTAL FINANCIAL INFORMATION (in millions, except per share data) (unaudited)

4.	Adjusted Operating Income

	Adjusted operating income is defined as operating income excluding the accelerated amortization of intangible assets, integration costs associated with the acquisition of HRH, charges related to the 2008 expense review and net gains/losses on disposals. Operating income is the most directly comparable GAAP measure, and the following table reconciles adjusted operating income to operating income for the three and nine months ended September 30, 2009 and 2008:

	Three months ended September 30,
	2009		2008		% Change
Operating Income, GAAP basis	$	82	$	66	24%
Excluding:
HRH integration costs		7		1
Net (gain)/loss on disposal of operations		(1)		3
Accelerated amortization of intangible assets (a)		7		-

Adjusted Operating Income	$	95	$	70	36%
Operating Margin, GAAP basis, or Operating Income as a percentage of Total Revenues	_11.3%		_11.4%
Adjusted Operating Margin, or Adjusted Operating Income as a percentage of Total Revenues	_13.1%		_12.1%


	Nine months ended September 30,
	2009		2008		% Change
Operating Income, GAAP basis	$	521	$	368	42%
Excluding:
HRH integration costs		11		1
Net (gain)/loss on disposal of operations		(1)		3
Salaries and benefits – severance costs (b)		-		24
Salaries and benefits – other (c)		-		42
Accelerated amortization of intangible assets (a)		7		-
Other operating expenses (primarily relating to property and systems rationalization)		-		29

Adjusted Operating Income	$	538	$	467	15%
Operating Margin, GAAP basis, or Operating Income as a percentage of Total Revenues	_21.4%		_18.1%
Adjusted Operating Margin, or Adjusted Operating Income as a percentage of Total Revenues	_22.1%		_22.9%

	a)	The $7 million charge for the accelerated amortization of intangibles relates to the HRH brand name. Following the successful integration of HRH into our North America operations, we announced on October 1, 2009 that our North America retail operations would change their operating name from Willis HRH to Willis North America. Consequently, the intangible asset recognized on the acquisition of HRH relating to the HRH brand has been fully amortized.
	b)	Severance costs excluded from adjusted operating income in 2008 relate to approximately 350 positions through the nine months ended September 30, 2008 that were eliminated as part of the 2008 expense review. None of these costs were incurred in third quarter 2008. Severance costs also arise in the normal course of business and these charges (pre-tax) amounted to $2 million in the third quarter 2009 ($1 million in third quarter 2008). These costs amounted to $20 million and $2 million for the nine months ended September 30, 2009 and 2008, respectively.
	c)	Other 2008 expense review salaries and benefits costs relate primarily to contract buyouts.

WILLIS GROUP HOLDINGS LIMITED SUPPLEMENTAL FINANCIAL INFORMATION (in millions, except per share data) (unaudited)

5.	Adjusted Net Income

	Adjusted net income is defined as net income from continuing operations excluding financing and integration costs associated with the acquisition of HRH, accelerated amortization of intangible assets, premium on redemption of 2010 bonds, charges related to the 2008 expense review and net gains/losses on disposals. Net income from continuing operations is the most directly comparable GAAP measure, and the following table reconciles adjusted net income from continuing operations to net income from continuing operations for the three and nine months ended September 30, 2009 and 2008:

	Three months ended September 30,					Per diluted share Three months ended September 30,
	2009		2008		% Change	2009		2008		% Change
Net Income from Continuing Operations, GAAP basis	$	78	$	36	117%	$	0.46	$	0.25	84%
Excluding:
HRH financing and integration costs, net of tax ($2),($3)		5		7			0.04		0.05
Net (gain)/loss on disposal of operations, net of tax ($nil),($1)		(1)		2			(0.01)		0.02
Accelerated amortization of intangible assets, net of tax ($3), ($nil) (a)		4		-			0.02		-
Premium on early redemption of 2010 bonds, net of tax ($1), ($nil) (b)		4		-			0.02		-
Adjusted Net Income from Continuing Operations	$	90	$	45	100%	$	0.53	$	0.32	66%
Diluted shares outstanding, GAAP basis		169		142

a)	The $7 million pre-tax charge for the accelerated amortization of intangibles relates to the HRH brand name. Following the successful integration of HRH into our North America operations, we announced on October 1, 2009 that our North America retail operations would change their operating name from Willis HRH to Willis North America. Consequently, the intangible asset recognized on the acquisition of HRH relating to the HRH brand has been fully amortized.
b)	On September 29, 2009 we repurchased $160 million of our 5.125% Senior Notes due July 2010 at a premium of $27.50 per $1,000 face value, resulting in a total pre-tax premium on redemption, including fees, of $5 million.

WILLIS GROUP HOLDINGS LIMITED SUPPLEMENTAL FINANCIAL INFORMATION (in millions) (unaudited)

5. Adjusted Net Income (continued)

	Nine months ended September 30,			Per diluted share Nine months ended September 30,
	2009	2008	% Change	2009	2008	% Change
Net Income from Continuing Operations, GAAP basis	$ 357	$ 241	48%	$2.13	$1.70	25%
Excluding:
HRH financing and integration costs, net of tax ($3),($3)	8	7		0.05	0.05
Net (gain)/loss on disposal of operations, net of tax ($nil),($1)	(1)	2		(0.01)	0.02
Salaries and benefits – severance, net of tax ($nil),($7) (c)	-	17		-	0.12
Salaries and benefits – other, net of tax ($nil),($12) (d)	-	30		-	0.21
Accelerated amortization of intangible assets, net of tax ($3),($nil) (a)	4	-		0.02	-
Other operating expenses (primarily relating to property and systems rationalization), net of tax ($nil),($8)	-	21		-	0.14
Premium on early redemption of 2010 bonds, net of tax ($1),($nil) (b)	4	-		0.02	-
Adjusted Net Income from Continuing Operations	$ 372	$ 318	17%	$2.21	$2.24	(1)%
Diluted shares outstanding, GAAP basis	168	142

a)	The $7 million pre-tax charge for the accelerated amortization of intangibles relates to the HRH brand name. Following the successful integration of HRH into our North America operations, we announced on October 1, 2009 that our North America retail operations would change their operating name from Willis HRH to Willis North America. Consequently, the intangible asset recognized on the acquisition of HRH relating to the HRH brand has been fully amortized.
b)	On September 29, 2009 we repurchased $160 million of our 5.125% Senior Notes due July 2010 at a premium of $27.50 per $1,000 face value, resulting in a total pre-tax premium on redemption, including fees, of $5 million.
c)	Severance costs excluded from adjusted operating income in 2008 relate to approximately 350 positions through the nine months ended September 30, 2008 that were eliminated as part of the 2008 expense review. None of these costs were incurred in third quarter 2008. Severance costs also arise in the normal course of business and these charges (pre-tax) amounted to $20 million in the nine months ended September 30, 2009 related to approximately 360 positions ($2 million in the nine months ended September 30, 2008).
d)	Other salaries and benefits costs relate primarily to contract buyouts.


WILLIS GROUP HOLDINGS LIMITED SUPPLEMENTAL FINANCIAL INFORMATION (in millions, except per share data) (unaudited)

	2008																		2009
	Q1			Q2			Q3			Q3 YTD			Q4			FY			Q1			Q2			Q3			Q3 YTD
Revenues
Commissions and fees	$	772		$	641		$	556		$	1,969		$	782		$	2,751		$	915		$	772		$	714		$	2,401
Investment income		22			20			22			64			17			81			13			12			10			35
Other income		1			—			1			2			—			2			2			—			1			3
Total Revenues		795			661			579			2,035			799			2,834			930			784			725			2,439
Expenses
Salaries and benefits		411			428			359			1,198			444			1,642			480			443			449			1,372
Other operating expenses		149			141			131			421			184			605			138			139			151			428
Depreciation expense		13			14			14			41			13			54			14			14			15			43
Amortization of intangible assets		3			3			6			12			24			36			24			23			29			76
Net (gain)/loss on disposal of London headquarters		(6	)		(2	)		—			(8	)		1			(7	)		—			—			—			—
Net loss/(gain) on disposal of operations		—			—			3			3			(3	)		—			—			—			(1	)		(1	)
Total Expenses		570			584			513			1,667			663			2,330			656			619			643			1,918
Operating Income		225			77			66			368			136			504			274			165			82			521
Interest expense		16			21			32			69			36			105			38			43			47			128
		(209	)		(56	)		(34	)					(100	)		(399	)		(236	)		(122	)		(35	)		(393	)
Income from Continuing Operations before Income Taxes and Interest in Earnings of Associates		209			56			34			299			100			399			236			122			(35	)		(393	)
Income taxes charge/(credit)		60			12			2			74			23			97			62			31			(29	)		64
		(149	)		(44	)		(32	)					(77	)		(302	)		(174	)		(91	)
Income from Continuing Operations before Interest in Earnings of Associates		149			44			32			225			77			302			174			91			64			329
Interest in earnings of associates, net of tax		26			(3	)		6			29			(7	)		22			26			—			16			42
Income from Continuing Operations		175			41			38			254			70			324			200			91			80			371
Discontinued operations, net of tax		—			—			—			—			—			—			1			—			1			2
Net Income		175			41			38			254			70			324			201			91			81			373
Net income attributable to noncontrolling interests		(9	)		(2	)		(2	)		(13	)		(8	)		(21	)		(8	)		(4	)		(2	)		(14	)
Net income attributable to Willis Group Holdings Limited	$	166		$	39		$	36		$	241		$	62		$	303		$	193		$	87		$	79		$	359
Diluted Earnings per Share
- Continuing Operations	$	1.16		$	0.27		$	0.25		$	1.70		$	0.37		$	2.05		$	1.15		$	0.52		$	0.46		$	2.13
- Discontinued Operations		—			—			—			—			—			—			0.01			—			0.01			0.01
Net Income attributable to Willis Group Holdings Limited common shareholders	$	1.16		$	0.27		$	0.25		$	1.70		$	0.37		$	2.05		$	1.16		$	0.52		$	0.47		$	2.14
Average Number of Shares Outstanding
- Diluted		143			142			142			142			167			148			167			168			169			168


WILLIS GROUP HOLDINGS LIMITED SUPPLEMENTAL FINANCIAL INFORMATION (in millions, except per share data) (unaudited)

	2008																		2009
	Q1			Q2			Q3			Q3 YTD			Q4			FY			Q1			Q2			Q3			Q3 YTD
Commissions and Fees
Global	$	277		$	191		$	159		$	627		$	157		$	784		$	275		$	207		$	175		$	657
North America		191			193			175			559			353			912			371			332			320			1,023
International		304			257			222			783			272			1,055			269			233			219			721
Total Commissions and Fees	$	772		$	641		$	556		$	1,969		$	782		$	2,751		$	915		$	772		$	714		$	2,401

Total Revenues
Global	$	285		$	199		$	167		$	651		$	163		$	814		$	278		$	209		$	176		$	663
North America		196			197			179			572			357			929			377			336			325			1,038
International		314			265			233			812			279			1,091			275			239			224			738
Total Revenue	$	795		$	661		$	579		$	2,035		$	799		$	2,834		$	930		$	784		$	725		$	2,439

Operating Income ^(c)
Global	$	132		$	60		$	29		$	221		$	19		$	240		$	127		$	74		$	33		$	234
North America		27			31			18			76			67			143			94			75			70			239
International		104			57			38			199			107			306			96			55			30			181
Corporate and Other ^{(a) (b)}		(38	)		(71	)		(19	)		(128	)		(57	)		(185	)		(43	)		(39	)		(51	)		(133	)
Total Operating Income	$	225		$	77		$	66		$	368		$	136		$	504		$	274		$	165		$	82		$	521

Organic Commissions and Fees Growth
Global		2	%		0	%		(2	)%		0	%		9	%		2	%		5	%		7	%		4	%		5	%
North America		3	%		(1	)%		(2	)%		0	%		(4	)%		(1	)%		(5	)%		(8	)%		(3	)%		(5	)%
International		5	%		10	%		10	%		8	%		11	%		9	%		5	%		5	%		3	%		5	%
Total Organic Commissions and fees Growth		3	%		3	%		2	%		3	%		6	%		4	%		2	%		1	%		2	%		2	%

Operating Margin ^(c)
Global		46.3	%		30.2	%		17.4	%		33.9	%		11.7	%		29.5	%		45.7	%		35.4	%		18.8	%		35.3	%
North America		13.8	%		15.7	%		10.1	%		13.3	%		18.8	%		15.4	%		24.9	%		22.3	%		21.5	%		23.0	%
International		33.1	%		21.5	%		16.3	%		24.5	%		38.4	%		28.0	%		34.9	%		23.0	%		13.4	%		24.5	%
Total Operating Margin		28.3	%		11.6	%		11.4	%		18.1	%		17.0	%		17.8	%		29.5	%		21.0	%		11.3	%		21.4	%

	(a)	Corporate and Other includes the costs of the holding company, foreign exchange hedging activities and foreign exchange on the UK pension plan asset, amortization of intangible assets, net gains and losses on disposal of operations, certain legal costs, integration costs associated with the acquisition of HRH and 2008 expense review costs.
	(b)	The Company does not hold business segment management accountable for managing foreign exchange exposure on the retranslation of the UK pension plan asset. Historically, a relatively stable exchange rate environment had led to foreign exchange on the UK pension plan asset having no material impact on segment operating income and margin. However, following significant exchange rate movements in 2008, the Company decided that, effective October 1, 2008, foreign exchange on the UK pension plan asset would be excluded from segment operating income and reported within Corporate and Other.
	(c)	Prior periods restated to conform to current period presentation.

CONTACT:
Willis Group Holdings Limited
Investors:
Kerry K. Calaiaro, 212-915-8084
kerry.calaiaro@willis.com
Media:
Will Thoretz, 212-915-8251
will.thoretz@willis.com


	Three months ended September 30, 2008 Pre-tax	Nine months ended September 30, 2008 Pre-tax
Salaries and benefits – severance (a)	$-	$24
Salaries and benefits – other (b)	-	42
Other operating expenses (primarily relating to property and systems rationalization)	-	29
	$-	$95

_______________
(a)	From fourth quarter 2008, we have changed our methodology for the calculation of organic growth in commissions and fees. Previously, organic growth included growth from acquisitions from the date of acquisition. Under the new method, the first twelve months of commissions and fees generated from acquisitions are excluded from organic growth in commissions and fees.


WILLIS GROUP HOLDINGS LIMITED SUPPLEMENTAL FINANCIAL INFORMATION (in millions) (unaudited)

3.	2008 Expense Review

	In 2008, we conducted a thorough review of all businesses to identify additional opportunities to rationalize the expense base. Consequently, we incurred a pre-tax charge of $nil in the third quarter of 2008 and $95 million ($68 million or $0.47 per diluted share after tax) in the first nine months of 2008 for severance and other costs as analyzed in the following table:

a)	Severance costs relate to approximately 350 positions through the nine months ended September 30, 2008, which were eliminated in 2008. None of these costs were incurred in third quarter 2008.
b)	Other salaries and benefits costs relate primarily to contract buyouts.