View:
Download DOC
Download PDF
Download XLS
Form 8-K

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

 

FORM 8-K

 

 

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the

Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): November 19, 2012

 

 

Willis Group Holdings Public Limited Company

(Exact name of registrant as specified in its charter)

 

 

 

Ireland   001-16503   98-0352587

(State or other jurisdiction of

incorporation)

  

(Commission

File Number)

  

(IRS Employer

Identification No.)

c/o Willis Group Limited, 51 Lime Street, London, EC3M 7DQ, England and Wales

(Address, including Zip Code, of Principal Executive Offices)

Registrant’s telephone number, including area code: (44) (20) 3124 6000

Not Applicable

(Former name or former address, if changed since last report)

 

 

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

 

¨ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

 

¨ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

 

¨ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

 

¨ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

 

 

 

Item 7.01. Regulation FD Disclosure.

On November 19, 2012, Willis Group Holdings Public Limited Company posted its Fact Book for the quarter ended September 30, 2012 to its website. The Fact Book is attached hereto as Exhibit 99.1 and incorporated herein by reference.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits

 

Exhibit
Number

   

Description

99.1

    Willis Group Holdings Fact Book for the Quarter Ended September 30, 2012.

SIGNATURES

Pursuant to the requirement of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

 

Date: November 19, 2012    

WILLIS GROUP HOLDINGS

PUBLIC LIMITED COMPANY

    By:  

/s/ Adam L. Rosman

      Adam L. Rosman
      Group General Counsel

INDEX TO EXHIBITS

 

Exhibit
Number

   

Description

99.1

    Willis Group Holdings Fact Book for the Quarter Ended September 30, 2012.
Fact Book for the Quarter ended September 30, 2012
WILLIS GROUP
HOLDINGS
Fact Book
Third Quarter 2012
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 middle market
and large multinational 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
2
2011 C&F: $3.4 billion
Willis Subsidiaries and Associates
International
30%
North
America
39%
Global
31%

3Q 2012 results
(1%) reported; 2% Organic C&F growth
International –
(2%) reported; 5% organic growth
Mid-teen growth in Asia and Latin America
UK
returned
to
growth
-
low
single
digits
Mild growth in continental Europe, led
Global
–
flat reported; 3% organic growth
Global Specialties up mid-single digits, strong growth in Energy, Financial Solutions and Financial
and Executive Risk
Willis Faber & Dumas up low-single digits
Reinsurance new business up high-single digits offset by non-recurrence of 2011 profitability
initiative revenues
North America –
flat reported and organic growth
New business up low double-digits and client retention steady
Positive rate impact offset by lower exposures
Human Capital business down, primarily due to impact on comparatives from previously disclosed
fraudulent revenues in Chicago recorded in 3q11
Construction business up slightly, with improved recurring and project business
3
See important disclosures regarding Non-GAAP measures starting on page 19

3Q 2012 results (continued)
9.3% reported operating margin; 10.9% adjusted operating margin
Adjusted operating margin down 290 bps from prior year quarter, primarily driven by:
Expense growth, driven by investments in growth regions and infrastructure, outpaced
revenue growth
non-recurrence of certain revenues and expense reductions from 3q11 to 3q12,
partially offset by favorable FX
Reported EPS of $0.15; Adjusted EPS of $0.22, both down $0.19 from prior year
Positive $0.01 impact from foreign exchange
Continued rollout and focus on revenue initiatives
Sales 2.0
WillPlace
Completed 2012 share buy back
Bought back $42 million of shares in 3Q12, $100 million 2012 YTD
4
See important disclosures regarding Non-GAAP measures starting on page 19

Commissions and fees:
$
organic growth
Average organic growth
2007 –
2011:
Willis  3%
Peers  0%
Annual premiums written:
~$40 billion +
Relationships with more than
5,000 insurance carriers worldwide
Strong track record of organic growth
3%
4%
2%
4%
2%
2%
0%
-1%
-2%
-1%
2%
4%
2007
2008
2009
2010
2011
3Q YTD
2012
Willis
Peer Average
5
See important disclosures regarding Non-GAAP measures starting on page 19
749
million
(Q3
2012),
with
2%
Note:   Peer averages are based on Willis estimates using public information regarding insurance brokerage operations of AJG, AON, BRO, MMC

6
24%
21%
22%
23%
23%
23%
19%
19%
21%
21%
20%
22%
2007
2008
2009
2010
2011
3Q YTD 2012
Willis
Peer Average
Strong adjusted operating margins
Average 2007 –
2011 Willis  23% Peers  20%
See important disclosures regarding Non-GAAP measures starting on page 19
Note:   Peer averages are based on Willis estimates using public information regarding insurance brokerage operations of AJG, AON, BRO, MMC

7
($ millions)
Strong cash flow from operations
$275
$253
$419
$489
$439
$477
2007
2008
2009
2010
2011
LTM Q3
2012
Dividends $46 million, $139 million YTD
Capex $34 million, $97 million YTD
Share buyback $42 million, $100 million YTD
Dividends ~$185 million
Capex ~$120 million
Share buyback ~$100 million
See important disclosures regarding forward-looking statements on page 18
2011 decline driven by Operational Review cash outflow of ~$100m
Cash
and
cash
equivalents
of
$424
million
at
September
30,
2012
Q3/YTD corporate/non-operating uses of 
cash
2012 expected corporate/non-operating uses
of cash

8
8
1.8x
3.8x
2.7x
2.5x
2.6x
2.7x
2007
2008
2009
2010
2011
LTM Q3 2012
Leverage Ratios
Debt / Adjusted EBITDA
•
Adjusted EBITDA $876 million for LTM through Q3 2012
•
Debt outstanding $2.4 billion as at September 30, 2012
Continued dedication to further reduction of leverage ratio through improved
operating performance and effective capital management.
(a)
(a)
Includes impact from acquisition of HRH as of 10/1/2008.
See important disclosures regarding Non-GAAP measures starting on page 19

Capital priorities
Strategic reinvestment in the business to drive future growth
Share buyback
Repurchased more than 1 million shares in 3Q12 as part of $100 million share
buyback announced for 2012
Continue to pay down debt
Aim to reduce Debt/EBITDA to low 2x level
“Tuck-in”
accretive acquisitions
Dividend
Annual dividend rate of $1.08 per share
9
See important disclosures regarding forward-looking statements on page  18

10
Segment
Overviews

11
Willis North America overview
Segment overview
Extensive retail platform with Top 3 position
in all major markets
Able to leverage industry and specialty
practice group expertise across Willis
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
120 offices across Seven regions
Other includes Canada and Mexico
2011 North America C&F: $1.31 billion
See important disclosures regarding Non-GAAP measures starting on page 19
Northeast
13%
Western
14%
Other
7%
South
16%
CAPPPS+
12%
Midwest
18%
Atlantic
20%
2011 commissions and fees – by region

12
Segment overview
Willis International overview
Retail operations in the United Kingdom,
Eastern and Western Europe, Asia
Pacific, the Middle East, South Africa and
Latin America
Provide services to businesses 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 within segment and elsewhere in
the Group
International Employee Benefits
generated approximately 12 percent of
2011 International C&F
2011 International C&F: $1.03 billion
See important disclosures regarding Non-GAAP measures starting on page 19
Eastern Europe
6%
Europe
39%
UK
23
Latin America
15%
Australasia
8%
Asia
9%
%
2011 commissions and fees – by region

13
Segment overview
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
2011 Global C&F: $1.07 billion
See important disclosures regarding Non-GAAP measures starting on page 19
Reinsurance
45%
Other
7%
Aerospace /
Inspace
9%
Marine
8%
Construction
3%
Energy
5%
Finex
6%
Willis Faber &
Dumas
17%
2011 commissions and fees – by business

14
Segment overview
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:
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
2011 Global C&F: $1.07 billion
See important disclosures regarding Non-GAAP measures starting on page 19
Reinsurance
45%
Other
7%
Aerospace /
Inspace
10%
Marine
8%
Construction
3%
Energy
5%
Finex
6%
Willis Faber &
Dumas
17%
Glencairn
Limited
-
provides
access
to
London
&
Bermuda markets
2011 commissions and fees – by business

15
Appendix

16
See important disclosures regarding forward-looking statements on page 18
The Willis Cause

17
Delivering the Willis Cause
See important disclosures regarding forward-looking statements on page 18
Our goal is to 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

18
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 any regional, national or global political, economic, business, competitive, market, environmental or regulatory conditions on our
global business operations; the impact of current financial market conditions on our results of operations and financial condition, including as a result of those associated with the
current Eurozone sovereign debt crisis, any insolvencies of or other difficulties experienced by our clients, insurance companies or financial institutions; the likelihood of a significant
impairment charge in the fourth quarter of 2012 associated with our North America reporting unit; our ability to implement and realize anticipated benefits of the 2011 Operational
Review or any revenue generating initiatives; volatility or declines in insurance markets and premiums on which our commissions are based, but which we do not control; our ability to
continue to manage our significant indebtedness; our ability to compete effectively in our industry, including the impact of our refusal to accept contingent commissions from carriers in
the non-Employee Benefit areas of our retail brokerage business; 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; our ability to retain key employees and clients and attract new business; the timing or ability to carry out
share repurchases and redemptions; 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 in our pension plan liabilities or funding obligations; our ability to achieve
the expected strategic benefits of transactions; our ability to receive dividends or other distributions in needed amounts from our subsidiaries; 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 potential significant impact our non-core operations (including the
Willis Capital Markets and Advisory operations) can have on our financial results; our exposure to potential liabilities arising from errors and omissions and other potential claims
against 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, 2011, and our subsequent filings with the Securities and Exchange Commission, including
our Form 10-Q for the quarter ended September 30, 2012.  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.

19
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
22
and
23.
Adjusted operating income
is defined as operating income, excluding certain items as set out on pages 20 and 21.
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
as
set
out
on
pages
24
and
25
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 27 and 28.
Reconciliations to GAAP measures are provided for selected non-GAAP measures.
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.

20
Important disclosures regarding Non-GAAP measures (continued)
See related footnotes on page 26
Operating Income to Adjusted Operating Income
2007
2008
2009
2010
2011
(In millions)
FY
FY
FY
FY
FY
Operating Income
$620
$503
$690
$753
$566
Excluding:
2011
Operational
review
(a)
-
-
-
-
180
FSA
regulatory
settlement
(b)
-
-
-
-
11
Write-off of uncollectible accounts receivable and
legal
fees
(d)
-
-
-
-
22
Venezuela
currency
devaluation
(g)
-
-
-
12
-
Net (gain)/loss on disposal of operations
(2)
-
(13)
2
(4)
Salaries
and
benefits
-
severance
costs
(h)
-
24
-
-
-
Salaries
and
benefits
–
other
(i)
-
42
-
-
-
HRH
integration
costs
(j)
-
5
18
-
-
Other
operating
expenses
(k)
-
26
-
-
-
Accelerated amortization of intangibles assets
(l)
-
-
7
-
-
Redomicile
costs
(m)
-
-
6
-
-
Adjusted Operating Income
$618
$600
$708
$767
$775
Operating Margin
24.0%
17.8%
21.2%
22.6%
16.4%
Adjusted Operating Margin
24.0%
21.2%
21.8%
23.0%
22.5%

21
Important disclosures regarding Non-GAAP measures (continued)
Operating Income to Adjusted Operating Income
See related footnotes on page 26
2011
(In millions)
1Q
2Q
3Q
4Q
1Q
2Q
3Q
YTD
Operating Income
$239
$156
$90
$81
$317
$179
$70
$566
Excluding:
2011 Operational review charge
97
18
15
50
-
-
-
-
FSA regulatory settlement
-
11
-
-
-
-
-
-
Write-off of uncollectible accounts receivable and
legal fees
-
-
-
22
13
-
-
13
Net (gain)/loss on disposal of operations
(4)
-
-
-
-
-
1
1
Insurance recovery
-
-
-
-
-
(5)
(5)
India JV settlement
11
11
Adjusted Operating Income
$332
$185
$105
$153
$330
$174
$82
$586
  Operating Margin
23.7%
18.1%
11.8%
9.9%
31.3%
21.3%
9.3%
21.7%
  Adjusted Operating Margin
33.0%
21.5%
13.8%
18.7%
32.6%
20.7%
10.9%
22.5%
2012
(a)
(b)
(d)
(e)
(f)

22
Important disclosures regarding Non-GAAP measures (continued)
Net Income to Adjusted Net Income
See related footnotes on page 26
2007
2008
2009
2010
2011
(In millions, except per share data)
FY
FY
FY
FY
FY
Net Income
$409
$302
$434
$455
$203
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
Write-off
of
uncollectible
accounts
receivable
and
legal
fees
(d)
-
-
-
-
13
Net (gain)/loss on disposal of operations
(2)
-
(11)
3
(4)
Venezuela
currency
devaluation
(g)
-
-
-
12
-
Salaries
and
benefits
-
severance
programs
(h)
-
17
-
-
-
Salaries
and
benefits
-
other
(i)
-
30
-
-
-
HRH
financing
(pre-close)
and
integration
costs
(j)
-
10
13
-
-
Other
operating
expenses
(k)
-
19
-
-
-
Accelerated
amortization
of
intangibles
assets
(l)
-
-
4
-
-
Redomicile
costs
(m)
-
-
6
-
-
Premium
on
early
redemption
of
2010
bonds
(n)
-
-
4
-
-
Adjusted Net Income
$407
$378
$450
$470
$482
Diluted shares outstanding
147
148
169
171
176
Net income
per diluted share
Adjusted net income
per diluted share
$2.66
$2.75
$1.15
$2.74
$2.57
$2.77
$2.55
$2.66
$2.78
$2.04

23
Important disclosures regarding Non-GAAP measures (continued)
Net Income to Adjusted Net Income
See related footnotes on page 26
2011
2012
(In millions, except per share data)
1Q
2Q
3Q
4Q
1Q
2Q
3Q
YTD
Net Income
$35
$84
$60
$24
$225
$107
$26
$358
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
(4)
-
-
-
-
-
1
1
Make-whole amounts on repurchase and redemption of Senior Notes
and write-off of unamortized debt costs
(c)
124
-
1
6
-
-
-
-
Write-off
of
uncollectible
accounts
receivable
and
legal
fees
(d)
-
-
-
13
8
-
-
8
Insurance recovery
(e)
-
-
-
-
-
(3)
(3)
India JV settlement
11
11
Adjusted Net Income
$224
$107
$72
$79
$233
$104
$38
$375
Diluted shares outstanding
174
176
176
176
176
176
175
176
Net income 
$0.20
$0.48
$0.34
$0.14
$1.28
$0.61
$0.15
$2.03
per diluted share
Adjusted net income
$1.29
$0.61
$0.41
$0.45
$1.32
$0.59
$0.22
$2.13
per diluted share

24
Important disclosures regarding Non-GAAP measures (continued)
Adjusted EBITDA and Debt/Adjusted EBITDA
See related footnotes on page 26
2007
2008
2009
2010
2011
(In millions)
FY
FY
FY
FY
FY
Operating Income
$620
$503
$690
$753
$566
Excluding:
2011 operational review
(a)
-
-
-
-
180
FSA regulatory settlement 
(b)
-
-
-
-
11
Write-off of uncollectible accounts receivable and
legal fees
(d)
-
-
-
-
22
Venezuela currency devaluation  
(g)
-
-
-
12
-
Net (gain)/loss on disposal of operations
(2)
-
(13)
2
(4)
Salaries and benefits - severance costs
(h)
-
24
-
-
-
Salaries and benefits – other
(i)
-
42
-
-
-
HRH integration costs
(j)
-
5
18
-
-
Other operating expenses
(k)
-
26
-
-
-
Accelerated amortization of intangibles assets
(l)
-
-
7
-
-
Redomicile costs
(m)
-
-
6
-
-
Adjusted Operating Income
$618
$600
$708
$767
$775
Add back
Depreciation
52
54
64
63
69
Amortization of intangibles
14
36
93
82
68
Adjusted EBITDA
$684
$690
$865
$912
$912
Debt
1,250
2,650
2,374
2,267
2,369
Debt / Adjusted EBITDA
1.8x
3.8x
2.7x
2.5x
2.6x

25
Important disclosures regarding Non-GAAP measures (continued)
Adjusted EBITDA and Debt/Adjusted EBITDA
See related footnotes on page 26
(In millions)
1Q
2Q
3Q
4Q
1Q
2Q
3Q
LTM
Operating Income
$239
$156
$90
$81
$317
$179
$70
$647
Excluding:
2011 Operational review charge
97
18
15
50
-
-
-
50
FSA regulatory settlement
-
11
-
-
-
-
-
-
Write-off of uncollectible accounts receivable and
legal fees
-
-
-
22
13
-
-
35
Insurance recovery
-
-
-
-
-
(5)
-
(5)
Net (gain)/loss on disposal of operations
(4)
-
-
-
-
-
1
1
India JV settlement
-
-
-
-
-
-
11
11
Adjusted Operating Income
$332
$185
$105
$153
$330
$174
$82
$739
Add back
Depreciation
16
18
17
18
19
19
21
77
Amortization of intangibles
17
17
18
16
15
15
14
60
Adjusted EBITDA
$365
$220
$140
$187
$364
$208
$117
$876
Debt
2,379
Debt / Adjusted EBITDA
2.7x
(a)
(b)
(d)
(e)
(f)

26
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 and Adjusted EBITDA and
Debt/Adjusted EBITDA reconciliations
(a)
$180 million pre-tax charge in FY2011 relating to the 2011 operational review,  including $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)
Write-off
of
uncollectible
accounts
receivable
balance,
together
with
associated
legal
costs,
related
to
a
fraudulent
overstatement
of
Commissions and Fees from the years 2004 to 2011, in a stand-alone North America business.
(e)
Insurance recovery related to (d) above.
(f)
Settlement with former partners related to the termination of a joint venture arrangement in India. In the third quarter of 2012, a $1 million loss
on disposal of operations was recorded related to the termination.
(g)
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.
(h)
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.
(i)
Other 2008 expense review salaries and benefits costs relate primarily to contract buyouts.
(j)
2009 HRH integration costs include $nil million severance costs ($2 million in 2008).
(k)
Other operating expenses primarily relate to property and systems rationalization.
(l)
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.
(m)
These are legal and professional fees incurred as part of the Company’s redomicile of its parent Company from Bermuda to Ireland.
(n)
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.

27
Commissions and Fees Analysis
Important disclosures regarding Non-GAAP measures (continued)
2012
2011
Change
Foreign
currency
translation
Acquisitions
and 
disposals
Contingent
Commissions
Organic
commissions
and fees
growth
($ millions)
%
%
%
%
%
Three months ended
September 30, 2012
Global
$235
$234
0
(3)
-
-
3
North America
(a)
315
316
(0)
-
-
-
-
International
199
203
(2)
(7)
-
-
5
Commissions and Fees
$749
$753
(1)
(3)
-
-
2
Nine months ended
September 30, 2012
Global
$887
$860
3
(2)
-
-
5
North America
(a)
975
998
(2)
-
-
-
(2)
International
729
746
(2)
(6)
-
-
4
Commissions and Fees
$2,591
$2,604
-
(2)
-
-
2
Included in North America reported commissions and fees were legacy HRH contingent commissions of $1 million in the third quarter of 2012 compared with
$1million in the third quarter of 2011 and $2 million in the first nine months of 2012 compared with $5 million in the first nine months of 2011.
(a)

28
(a)
Included in North America reported commissions and fees were legacy HRH contingent commissions of $5 million in 2011 compared with $11
million in 2010 and $27 million in 2009.
Important disclosures regarding Non-GAAP measures (continued)
Commissions and Fees Analysis
2011
2010
Change
Foreign
currency
translation
Acquisitions
and 
disposals
Contingent
Commissions
Organic
commissions
and fees
growth
($ millions)
%
%
%
%
%
2011 Full year
Global
$1,073
$987
9
2
-
-
7
North America (a)
1,314
1,369
(4)
-
-
-
(4)
International
1,027
937
10
5
-
-
5
Commissions and Fees
$3,414
$3,293
4
2
-
-
2
2010
2009
Change
Foreign
currency
translation
Acquisitions
and 
disposals
Contingent
Commissions
Organic
commissions
and fees
growth
($ millions)
%
%
%
%
%
2010 Full year
Global
$987
$921
7
-
-
-
7
North America (a)
1,369
1,381
(1)
-
-
(1)
-
International
937
898
4
(2)
1
-
5
Commissions and Fees
$3,293
$3,200
3
(1)
-
-
4

WILLIS GROUP
HOLDINGS
Fact Book
Third Quarter 2012