Willis Towers Watson Public Limited (WTW) 8-K Bank of America Merrill Lynch Insurance Conference

WILLIS GROUP

HOLDINGS

Bank of America Merrill Lynch Insurance Conference

February 16, 2012

Joe Plumeri

Chairman and Chief Executive Officer

Exhibit 99.1

Willis: A leading global insurance broker

Broad range of professional insurance, reinsurance, risk management, financial

and human resource consulting and actuarial services

Global distribution capabilities to meet risk management needs of large

multinational and middle market clients

More than 400 offices in 120 countries, with approximately 17,000 employees

Strong sales culture and relentless focus on cost control

Willis Global Franchise

2011 Commissions and Fees by Segment

Willis Subsidiaries and Associates

2

2011: A year in transition

2011 challenges

Continued

economic

weakness,

particularly

in

North

America,

U.K.

and

Europe

Rates were soft but less of a headwind in latter half of 2011

Increased operational costs due to:

Continued investment in growth markets

Increased retention award amortization

Reinstatement of salary reviews and 401k match

North America:

Poor performance of Loan Protector

Economy continued to pressure Employee Benefits and Construction

Business lost through M&A and legacy HRH business defections in Q4

Changes in broker compensation in Employee Benefits

International

Significant deterioration of economic conditions in Europe, and UK

Lost business in UK retail business–

including M&A and one-offs

Associates

Gras Savoye performance

3

2011: A year in transition (cont.)

What we achieved

Undertook and completed Company-wide operational review

Aimed at aligning resources and positioning the company for future growth

Total charge of $180m in 2011

Resulting in cost savings of approximately $80m in 2011

Expected annualized savings of ~$135m, ($55 million 2012 benefit)

Reinvesting savings in future growth opportunities

Successfully refinanced debt

Replaced $500m of 12.875% senior notes and $800m bank facility

Reduced interest expense

Extended maturity profile

Increased financial flexibility

Improved capacity to buyback stock

Rolled out revenue initiatives

Sales 2.0

WillPlace

Global Solutions

4

2011: A year in transition (cont.)

What we achieved:

4% reported and 2% Organic C&F growth

Global

-

organic C&F growth of 7% with growth in each business unit

Reinsurance

up high single-digits led by growth in North America

Global Specialties up mid single-digits, led by Energy, Marine and Aerospace

Willis Faber & Dumas and Willis Capital Markets & Advisory both up mid-single digits

International -

organic growth of 5%

Double-digit growth in Latin America and Eastern Europe; high single-digit growth in Asia

Mid single digit growth in continental Europe and low single-digit decline in UK & Ireland with

economic weakness across much of the region

North America -

organic C&F decline of 4%, decline of 2% ex-

Loan Protector

22.5% adjusted operating margin

Down 50 bps from prior year

Adjusted EPS  of $2.75, unchanged from prior year

5

See important disclosures regarding Non-GAAP measures on page 24

Commissions and fees:

$3.42 billion (2011)

Average organic growth

2006 –

2011:

Willis  4%

Peers  0%

Annual premiums written:

~$40 billion +

Relationships with more than

5,000 insurance carriers worldwide

Strong track record of organic growth leadership

8%

3%

4%

2%

4%

2%

3%

0%

(1)%

(2)%

(1)%

2%

2006

2007

2008

2009

2010

2011

Willis

Peer Average

6

Note:

Peer

averages

are

based

on

Willis

estimates

using

public

information

from

AJG,

AON,

BRO,

MMC

See important disclosures regarding Non-GAAP measures on page 24

7

Growth driven by new business production

% Organic growth in commissions and fees

6% average net new underlying business 2006 –

2011

See important disclosures regarding Non-GAAP measures on page 24

8

23%

24%

21%

22%

23%

23%

21%

19%

19%

21%

21%

20%

2006

2007

2008

2009

2010

2011

Willis

Peer Average

Strong adjusted operating margins

Average 2006 –

2011 Willis  23% Peers  20%

Note:

Peer

averages

are

based

on

Willis

estimates

using

public

information

from

AJG,

AON,

BRO,

MMC

See important disclosures regarding Non-GAAP measures on page 24

9

Strong cash flow from operations

2011 uses of cash

Dividends (~ $170 million)

Mandatory debt repayments (~$110 million)

Operational review (~$100 million)

Capex (~ $110 million)

2012 expected uses of cash

Similar to 2011, except

Mandatory debt repayments reduce to ~$8

million following term loan refinancing

Share repurchases (up to $100 million)

See important disclosures regarding forward-looking statements on page 23

2011 decline driven by Operational Review cash outflow of ~$100m

10

10

1.3x

1.8x

3.8x

2.7x

2.6x

2.5x

2006

2007

2008

2009

2010

2011

Leverage Ratios Continue to Improve

Debt / Adjusted EBITDA

•

Adjusted EBITDA $915 million in 2011, an improvement of $3 million versus 2010

•

Debt outstanding $2.4 billion as at December 31, 2011, a reduction of $281 million since 2008

Improvement in leverage ratio reflects improved operating performance and capital

management actions

See important disclosures regarding Non-GAAP measures on page 24

(a)

(a)

Includes impact from acquisition of HRH as of 10/1/2008.

Capital priorities

Reinvestment in the business for future growth

Continue to pay down debt

Aim to reduce Debt/EBITDA to low 2x level

Share repurchase

Announced buyback of up to $100m for 2012

Small “tuck-in”

accretive acquisitions

Dividend

Announced 3.8% increase to annual rate of $1.08 per share

11

See important disclosures regarding forward-looking statements on page 23

*

*

*

*

*

*

12

Looking ahead

2012 -

driving growth

Continue to realign our business model to further grow the Company

Deliver the Willis Cause

Grow each of our businesses

Nurture growth in North America

Harness growth in International

Maximize the Global businesses

Share repurchase

Small “tuck-in”

accretive acquisitions

Adjusted operating margin expansion & adjusted EPS growth

13

See important disclosures regarding forward-looking statements on page 23

14

Rate environment evolving

See important disclosures regarding forward-looking statements on page 23

Seeing early signs of overall improvement

:

Rates were slightly positive in North America in 4Q2011

January survey of Willis brokers in North America

Property up mid-single digits

Casualty and personal lines up low-single digits

Jan 1, 2012 US reinsurance renewals saw positive rate trend on catastrophe

affected property

Willis is well placed to benefit from improvement in rate environment

North America premium volume of over $13 billion

70% commissions and 30% fees

Wrap up

Willis is in great shape

Operational review complete and delivering savings

Revenue initiatives rolled out –

focus on execution

Debt refinanced –

greater flexibility

Strong balance sheet

The right management team in place to lead us forward

Well placed to benefit from rate improvement

15

See important disclosures regarding forward-looking statements on page 23

*

*

*

*

16

Appendix

17

Willis North America overview

Segment overview

Extensive retail platform with leading

positions in major markets

Able to leverage industry and specialty

practice group expertise across network

Major practice groups include:

Employee Benefits (approximately

24% of 2011 North America C&F)

Construction (approximately 12% of

2011 North America C&F)

Healthcare

Real Estate/Hospitality

Financial and Executive Risk

Seven geographic regions, with 120 offices

Other includes Canada and Mexico

See important disclosures regarding Non-GAAP measures on page 24

Northeast

13%

Midwest

18%

Western

14%

South

16%

CAPPPS+

12%

Other

7%

Atlantic

20%

2011

commissions

and

fees

–

by

region

2011 North America C&F: $1.32 billion

18

Segment overview

2011

commissions

and

fees

–

by

region

Willis International overview

Retail operations in Eastern and Western

Europe, the United Kingdom & Ireland,

Asia Pacific, the Middle East, South Africa

and Latin America

Providing services to business locally in

over 120 countries; leading positions in

UK, Scandinavia, China and

Russia

Offices designed to grow business locally

around the world, making use of the skills,

industry knowledge and expertise

available elsewhere in the Group

International Employee Benefits

generated approximately 12 percent of

2011 International C&F

See important disclosures regarding Non-GAAP measures on page 24

2011 International C&F: $1.03 billion

19

Segment overview

2011

commissions

and

fees

–

by

business

Willis Global overview

Reinsurance

Willis Re

One of only three global reinsurance

brokers

Significant market share in major

markets, particularly marine and aviation

Cutting edge analytical and advisory

services, including Willis Research

Network

Complete range of transactional

capabilities including, in conjunction with

Willis Capital Markets & Advisory, risk

transfer via the capital markets

See important disclosures regarding Non-GAAP measures on page 24

2011 Global C&F: $1.07 billion

20

Segment overview

2011 commissions and fees

Willis Global overview (continued)

Global Specialties

Strong global positions in

Aerospace/Inspace

FINEX and Financial Solutions –

political risks

and UK financial institutions

Marine

Energy

Construction

Willis Faber & Dumas includes

Faber

&

Dumas

-

wholesale

brokerage

including:

Glencairn

Limited

-

provides

access

to

London

&

Bermuda markets

Niche –

Fine Art, Jewelry and Specie, Bloodstock

and Kidnap & Ransom

Global Markets International

-

provides access for

retail clients to global markets

Willis Capital Markets & Advisory

Advises on M&A and capital markets products

See important disclosures regarding Non-GAAP measures on page 24

2011 Global C&F: $1.07 billion

21

See important disclosures regarding forward-looking statements on page 24

The Willis Cause

22

Delivering the Willis Cause

See important disclosures regarding forward-looking statements on page 24

Deliver the Willis Cause -

our value proposition to clients –

more consistently and

efficiently. Initiatives include:

Client Advocates to deliver all aspects of the Cause to clients

Growing new business through:

Global Solutions to grow our share of the Global 1,220 accounts

Sales 2.0, our industry focused middle market sales initiative

Recruiting talent

Delivering the best markets, price & terms for our clients:

WillPlace

Willis Quality Index

Continue implementation of target operating models

Service & claims metrics to focus resources on client delivery

Continually orienting our culture around Delivering the Willis Cause

23

Important disclosures regarding forward-looking statements

This

presentation

contains

certain

“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,

included

in

this

document

that

address

activities,

events

or

developments

that

we

expect

or

anticipate

may

occur

in

the

future,

including

such

things

as

our

outlook,

potential

cost

savings

and

accelerated

adjusted

operating

margin

and

adjusted

earnings

per

share

growth,

future

capital

expenditures,

growth

in

commissions

and

fees,

business

strategies,

competitive

strengths,

goals,

the

benefits

of

new

initiatives,

growth

of

our

business

and

operations,

plans,

and

references

to

future

successes

are

forward-looking

statements.

Also,

when

we

use

the

words

such

as

‘anticipate’,

‘believe’,

‘estimate’,

‘expect’,

‘intend’,

‘plan’,

‘probably’,

or

similar

expressions,

we

are

making

forward-looking

statements.

There are important uncertainties, events and factors that could

cause our actual results or performance to differ materially from those in the forward-looking statements

contained in this document, including the following: the impact of regional, national or global political, economic, business, competitive, market, environmental and

regulatory conditions on our global business operations, including as a result of the Eurozone; the impact of current financial market conditions on our results of operations

and financial condition, including as a result of any insolvencies of or other difficulties experienced by our clients, insurance companies or financial institutions; our ability to

compete

effectively

in

our

industry;

our

ability

to

implement

and

realize

anticipated

benefits

of

the

2011

operational

review

or

any

revenue

initiatives;

material

changes

in

commercial

property

and

casualty

markets

generally

or

the

availability

of

insurance

products

or

changes

in

premiums

resulting

from

a

catastrophic

event,

such

as

a

hurricane,

or

otherwise;

the

volatility

or

declines

in

other

insurance

markets

and

premiums

on

which

our

commissions

are

based,

but

which

we

do

not

control;

our

ability

to

retain

key

employees

and

clients

and

attract

new

business;

the

timing

and

ability

to

carry

out

share

repurchases;

the

timing

or

ability

to

carry

out

refinancing

or

take

other

steps

to

manage

our

capital

and

the

limitations

in

our

long-term

debt

agreements

that

may

restrict

our

ability

to

take

these

actions;

any

fluctuations

in

exchange

and

interest

rates

that

could

affect

expenses

and

revenue;

the

potential

costs

and

difficulties

in

complying

with

a

wide

variety

of

foreign

laws

and

regulations

and

any

related

changes,

given

the

global

scope

of

our

operations;

rating

agency

actions

that

could

inhibit

our

ability

to

borrow

funds

or

the

pricing

thereof;

a

significant

decline

in

the

value

of

investments

that

fund

our

pension

plans

or

changes

or

increases

in

our

pension

plan

liabilities

and

funding

obligations;

our

ability

to

continue

to

manage

our

significant

indebtedness;

our

ability

to

achieve

the

expected

strategic

benefits

of

transactions;

changes

in

the

tax

or

accounting

treatment

of

our

operations;

any

potential

impact

from

the

US

healthcare

reform

legislation;

our

involvements

in

and

the

results

of

any

regulatory

investigations,

legal

proceedings

and

other

contingencies;

underwriting,

advisory

or

reputational

risks

associated

with

non-core

operations

as

well

as

the

significant

adverse

impact

the

non-

core

operations

(such

as

Loan

Protector)

may

have

on

our

operations;

our

exposure

to

potential

liabilities

arising

from

errors

and

omissions

and

other

potential

claims

agai

nst

us;

and

the

interruption

or

loss

of

our

information

processing

systems

or

failure

to

maintain

secure

information

systems.

The

foregoing

list

of

factors

is

not

exhaustive

and

new

factors

may

emerge

from

time

to

time

that

could

also

affect

actual

performance

and

results.

For

additional

information

see

also

Part

I,

Item

1A

“Risk

Factors”

included

in

Willis’

Form

10-K

for

the

year

ended

December

31,

2010,

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.

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

presentation,

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

presentation

may

not

occur,

and

we

caution

you

against

unduly

relying

on

these

forward-looking

statements.

24

This

presentation contains references to

"non-GAAP financial measures" as defined in Regulation G of SEC rules.  We

present these measures because we believe they are of interest to the investment community and they provide 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 generally accepted accounting principles (GAAP) basis.  These financial measures

should be viewed in addition to, not in lieu of, the Company’s condensed consolidated income statements and balance sheet

as of the relevant date.

Consistent with Regulation G, a description of such information

is provided below and a reconciliation

of certain of such items to GAAP information can be found in our

periodic filings with the SEC.

Our method of calculating

these non-GAAP financial measures may differ from other companies and therefore comparability may be limited.

Important disclosures regarding Non-GAAP measures

Adjusted earnings per share (Adjusted EPS)

is defined as adjusted net income per diluted share.

Adjusted net income

is defined as net income, excluding certain items as set out on

pages 27 and 28.

Adjusted operating income

is defined as operating income, excluding certain items as set out on pages 25 and 26.

Adjusted operating margin

is defined as the percentage of adjusted operating income to total revenues.

Adjusted EBITDA

is defined as Adjusted operating income, excluding depreciation

and amortization

Organic commissions & fees growth

excludes: (i) the impact of foreign currency translation; (ii) the first twelve months of

net commission and fee revenues generated from acquisitions; (iii) the net commission and fee revenues related to

operations disposed of in each period presented; (iv) in North America, legacy contingent commissions assumed as part of

the HRH acquisition and that had not been converted into higher standard commission; and (v) investment income and other

income from reported revenues, as set out on pages 31 and 32.

Reconciliations to GAAP measures are provided for selected non-GAAP measures.

25

Important disclosures regarding Non-GAAP measures (continued)

See related footnotes on page 30

Operating Income to Adjusted Operating Income

2006

2007

2008

2009

2010

2011

(In millions)

FY

FY

FY

FY

FY

FY

Operating Income

$552

$620

$503

$694

$753

$591

Excluding:

2011 Operational review

(a)

-

-

-

-

-

180

FSA regulatory settlement

(b)

-

-

-

-

-

11

Venezuela currency devaluation

(d)

-

-

-

-

12

-

Net (gain)/loss on disposal of operations

4

(2)

-

(13)

2

(4)

Salaries and benefits -

severance costs

(e)

35

-

24

-

-

-

Salaries and benefits –

other

(f)

-

-

42

-

-

-

Shaping our Future expenditure

(g)

59

-

-

-

-

-

Gain on disposal of London headquarters

(h)

(99)

-

-

-

-

-

HRH integration costs

(i)

-

-

5

18

-

-

Other operating expenses

(j)

-

-

26

-

-

-

Accelerated amortization of intangibles assets

(k)

-

-

-

7

-

-

Redomicile costs

(l)

-

-

-

6

-

-

Adjusted Operating Income

$551

$618

$600

$712

$767

$778

Operating Margin

22.7%

24.0%

17.8%

21.3%

22.6%

17.1%

Adjusted Operating Margin

22.7%

24.0%

21.2%

21.8%

23.0%

22.5%

26

Important disclosures regarding Non-GAAP measures (continued)

Operating Income to Adjusted Operating Income

See related footnotes on page 30

2010

2011

(In millions)

1Q

2Q

3Q

4Q

1Q

2Q

3Q

4Q

Operating Income

$301

$169

$106

$177

$238

$157

$90

$106

Excluding:

2011 Operational review charge

(a)

-

-

-

-

97

18

15

50

FSA regulatory settlement

(b)

-

-

-

-

-

11

-

-

Venezuela currency devaluation

(d)

12

-

-

-

-

-

-

-

Net (gain)/loss on disposal of operations

-

2

-

-

(4)

-

-

-

Adjusted Operating Income

$313

$171

$106

$177

$331

$186

$105

$156

Operating Margin

31.0%

21.2%

14.5%

21.2%

23.6%

18.2%

11.8%

12.8%

Adjusted Operating Margin

32.2%

21.4%

14.5%

21.2%

32.8%

21.6%

13.8%

18.9%

27

Important disclosures regarding Non-GAAP measures (continued)

Net Income to Adjusted Net Income

See related footnotes on page 30

2006

2007

2008

2009

2010

2011

(In millions, except per share data)

FY

FY

FY

FY

FY

FY

Net Income attributable to Willis Group Holdings plc

$449

$409

$302

$436

$455

$218

Excluding the following, net of tax:

2011 Operational review

(a)

-

-

-

-

-

128

FSA regulatory settlement

(b)

-

-

-

-

-

11

Make-whole amounts on repurchase and redemption of

Senior Notes and write-off of unamortized debt costs

(c)

-

-

-

-

-

131

Net (gain)/loss on disposal of operations

3

(2)

-

(11)

3

(4)

Venezuela currency devaluation

(d)

-

-

-

-

12

-

Salaries and benefits -

severance programs

(e)

25

-

17

-

-

-

Salaries and benefits -

other

(f)

-

-

30

-

-

-

Shaping our Future expenditure

(g)

41

-

-

-

-

-

Gain on disposal of London headquarters

(h)

(92)

-

-

-

-

-

HRH financing (pre-close) and integration costs

(i)

-

-

10

13

-

-

Other operating expenses

(j)

-

-

19

-

-

-

Accelerated amortization of intangibles assets

(k)

-

-

-

4

-

-

Redomicile costs

(l)

-

-

-

6

-

-

Premium on early redemption of 2010 bonds

(m)

-

-

-

4

-

-

Adjusted Net Income

$426

$407

$378

$452

$470

$484

Diluted shares outstanding

158

147

148

169

171

176

Net income

per diluted share

Adjusted net income

per diluted share

$1.24

$2.75

$2.66

$2.75

$2.58

$2.70

$2.77

$2.55

$2.67

$2.78

$2.04

$2.84

28

Important disclosures regarding Non-GAAP measures (continued)

Net Income to Adjusted Net Income

See related footnotes on page 30

2010

2011

(In millions, except per share data)

1Q

2Q

3Q

4Q

1Q

2Q

3Q

4Q

Net Income attributable to Willis Group Holdings plc

$204

$89

$64

$98

$34

$85

$60

$39

Excluding the following, net of tax:

2011 operational review charge

(a)

-

-

-

-

69

12

11

36

FSA regulatory settlement

(b)

-

-

-

-

-

11

-

Net (gain)/loss on disposal of operations

-

3

-

-

(4)

-

-

-

Make-whole amounts on repurchase and redemption of

Senior Notes and write-off of unamortized debt costs

(d)

-

-

-

-

124

-

1

6

Venezuela currency devaluation

(e)

12

-

-

-

-

-

-

-

Adjusted Net Income

$216

$92

$64

$98

$223

$108

$72

$81

Diluted shares outstanding

170

171

171

172

174

176

176

176

Net income 

per diluted share

Adjusted net income

per diluted share

$0.57

$0.34

$0.41

$0.54

$0.20

$1.28

$0.37

$0.37

$0.52

$1.27

$0.57

$1.20

$0.22

$0.46

$0.48

$0.61

29

Important disclosures regarding Non-GAAP measures (continued)

Adjusted EBITDA and Debt/Adjusted EBITDA

See related footnotes on page 30

2006

2007

2008

2009

2010

2011

(In millions)

FY

FY

FY

FY

FY

FY

Operating Income

$552

$620

$503

$694

$753

$591

Excluding:

2011 operational review

(a)

-

-

-

-

-

180

FSA regulatory settlement

(b)

-

-

-

-

-

11

Venezuela currency devaluation

(d)

-

-

-

-

12

-

Net (gain)/loss on disposal of operations

4

(2)

-

(13)

2

(4)

Salaries and benefits -

severance costs

(e)

35

-

24

-

-

-

Salaries and benefits –

other

(f)

-

-

42

-

-

-

Shaping our Future expenditure

(g)

59

-

-

-

-

-

Gain on disposal of London headquarters

(h)

(99)

-

-

-

-

-

HRH integration costs

(i)

-

-

5

18

-

-

Other operating expenses

(j)

-

-

26

-

-

-

Accelerated amortization of intangibles assets

(k)

-

-

-

7

-

-

Redomicile costs

(l)

-

-

-

6

-

-

Adjusted Operating Income

$551

$618

$600

$712

$767

$778

Add back

Depreciation

49

52

54

64

63

69

Amortization of intangibles

14

14

36

93

82

68

Adjusted EBITDA

$614

$684

$690

$869

$912

$915

Debt

800

1,250

2,650

2,374

2,267

2,369

Debt / Adjusted EBITDA

1.3

1.8

3.8

2.7

2.5

2.6

30

Important disclosures regarding Non-GAAP measures (continued)

Notes to the Operating Income to Adjusted Operating Income reconciliation and Net Income from Continuing

Operations to Adjusted Net Income from Continuing Operations reconciliation

(a)

$50

million

pre-tax

charge

in

4Q11

($180

million

in

FY2011)

relating

to

the

2011

operational

review,

including

$34

million

of

severance

costs

relating

to

the

elimination

of

approximately

400

positions

in

4Q11

(or

$98

million

of

severance

costs

relating

to

the

elimination

of

approximately

1,200

positions

in

FY2011).

(b)

Regulatory settlement with the Financial Services Authority (FSA).

(c)

Make-whole amounts on repurchase and redemption of Senior Notes and write-off of unamortized debt costs

(d)

With effect from January 1, 2010, the Venezuelan economy was designated as hyper-inflationary. The Venezuelan government also devalued the Bolivar

Fuerte in January 2010. As a result of these actions, the Company recorded a one-time charge in other expenses to reflect the re-measurement of its net

assets denominated in Venezuelan Bolivar Fuerte.

(e)

Severance costs excluded from adjusted operating income and adjusted net income in 2008 relate to approximately 350 positions through the year ended

December 31, 2008 that were eliminated as part of the 2008 expense review. Severance costs also arise in the normal course of business and these charges

(pre-tax) amounted to $24 million and $2 million for the years ended December 31, 2009 and 2008, respectively.

(f)

Other 2008 expense review salaries and benefits costs relate primarily to contract buyouts.

(g)

In

addition

to

severance

costs

and

a

net

loss

on

disposal

of

operations,

the

Company

incurred

significant

additional

expenditure

in

2006

to

launch

its

strategic

initiatives,

including

professional

fees,

lease

termination

costs

and

vacant

space

provisions.

(h)

The gain on disposal of London headquarters is shown net of leaseback costs.

(i)

2009 HRH integration costs include $nil million severance costs ($2 million in 2008).

(j)

Other operating expenses primarily relate to property and systems rationalization.

(k)

The charge for the accelerated amortization for intangibles relates to the HRH brand name.  Following the successful integration

of HRH into our North

American operations, we announced on October 1, 2009 that our North America retail operations would change their 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.

(l)

These

are

legal

and

professional

fees

incurred

as

part

of

the

Company’s

redomicile

of

its

parent

Company

from

Bermuda

to

Ireland.

(m)

On September 29, 2009 we repurchased $160 million of our 5.125 percent Senior Notes due July 2010 at a premium of $27.50 per $1,000 face value,

resulting in a total premium on redemption, including fees, of  $5 million.

31

Commissions and Fees Analysis (a)

Important disclosures regarding Non-GAAP measures (continued)

(a) Effective January 1, 2011, the Company’s internal reporting structure has changed. The primary changes are: Global Markets International, previously reported

within the International segment, is now reported in the Global segment. In addition, Mexico Retail, which was previously reported within the International segment,

is now reported in the North America segment. Comparative data has been restated accordingly.

(b) Included in North America reported commissions and fees were legacy HRH contingent commissions of $nil million in the fourth quarter of 2011 compared with $nil

million in the fourth quarter of 2010 and $5 million in 2011 compared with $11 million in 2010.

(c) Reported

commissions

and

organic

revenue

growth

for

the

twelve

months

ended

December

31,

2011

included

a

first

quarter

2011

favorable

impact

from

a

change

in

accounting

methodology

in

a

Global

Specialty

business

of

$6

million.

2011

2010

Change

Foreign

currency

translation

Acquisitions

and 

disposals

Contingent

Commissions

Organic

commissions

and fees

growth

($ millions)

%

%

%

%

%

Three months ended

December 31, 2011

Global

$213

$202

5

(1)

-

-

6

North America (b)

322

346

(7)

-

-

-

(7)

International

281

275

2

-

-

-

2

Commissions and Fees

$816

$823

(1)

-

-

-

(1)

Twelve months ended

December 31, 2011

Global

$1,073

$987

9

2

-

-

7

North America (b)

1,320

1,369

(4)

-

-

-

(4)

International

1,027

937

10

5

-

-

5

Commissions and Fees (c)

$3,420

$3,293

4

2

-

-

2

32

(a)

Effective January 1, 2011, the Company’s internal reporting structure has changed. The primary changes are: Global Markets International,

previously reported within the International segment, is now reported in the Global segment. In addition, Mexico Retail, which was previously

reported within the International segment, is now reported in the North America segment. Comparative data has been restated accordingly.

(b)

Included in North America reported commissions and fees were legacy HRH contingent commissions of $11 million in 2010 compared with           

$27 million in 2009.

Important disclosures regarding Non-GAAP measures (continued)

Commissions and Fees Analysis (a)

2010

2009

Change

Foreign

currency

translation

Acquisitions

and 

disposals

Contingent

Commissions

Organic

commissions

and fees

growth

($ millions)

%

%

%

%

%

2010 Full year

Global

$994

$931

7

-

-

-

7

North America (b)

1,369

1,381

(1)

-

-

(1)

-

International

937

898

4

(2)

1

-

5

Commissions and Fees

$3,300

$3,210

3

(1)

-

-

4

2009

2008

Change

Foreign

currency

translation

Acquisitions

and 

disposals

Contingent

Commissions

Organic

commissions

and fees

growth

($ millions)

%

%

%

%

%

2009 Full year

Global

$931

$894

4

(3)

3

-

4

North America (b)

1,381

925

49

-

56

(3)

(4)

International

898

925

(3)

(9)

1

-

5

Commissions and Fees

$3,210

$2,744

17

(4)

20

(1)

2

WILLIS GROUP

HOLDINGS

Bank of America Merrill Lynch Insurance Conference

February 16, 2012

Joe Plumeri

Chairman and Chief Executive Officer