1140536--2/27/2009--WILLIS_GROUP_HOLDINGS

related topics

{debt, indebtedness, cash}

{operation, international, foreign}

{financial, litigation, operation}

{regulation, government, change}

{competitive, industry, competition}

{acquisition, growth, future}

{system, service, information}

{cost, contract, operation}

{personnel, key, retain}

{condition, economic, financial}

{capital, credit, financial}

Risks Relating to our Business and the Insurance Industry Our business may be adversely affected by an overall decline in economic activity. We do not control the premiums on which our commissions are based, and volatility or declines in premiums may seriously undermine our profitability. Competition in our industry is intense, and if we are unable to compete effectively, we may lose market share and our business may be materially adversely affected. Dependence on Key Personnel The loss of our Chairman and Chief Executive Officer or a number of our senior management or a significant number of our brokers could significantly impede our financial plans, growth, marketing and other objectives. We are subject to insurance industry regulation worldwide. If we fail to comply with regulatory requirements, we may not be able to conduct our business. We are subject to a number of legal proceedings concerning contingent compensation, other industry practices and certain conduct, which, if determined unfavorably to us, could adversely affect our financial results. Our business, results of operations, financial condition or liquidity may be materially adversely affected by errors and omissions and the outcome of certain actual and potential claims, lawsuits and proceedings. Interruption or loss of our information processing systems or failure to maintain secure information systems could have a material adverse effect on our business. The integration of the businesses and operations of HRH into our company involves risks and we may fail to realize all of the anticipated benefits of the acquisition of HRH. Our incurrence of additional debt to pay a portion of the consideration related to the HRH acquisition significantly increased our interest expense, financial leverage and debt service requirements. A downgrade in the credit ratings of our outstanding debt may adversely affect our borrowing costs and financial flexibility. If we are unable to repay or refinance the interim credit facility, it could have a significant negative effect on our financial condition. Our pension liabilities may increase which could require us to make additional cash contributions to our pension plans. We have entered into significant put and call arrangements which require us to pay substantial amounts to purchase shares in one of our associates. Those payments would reduce our liquidity and short-term cash flow. Our significant non-US operations, particularly our London market operations, expose us to exchange rate fluctuations and various risks that could impact our business. In conducting our businesses around the world, we are subject to political, economic, legal, operational and other risks that are inherent in operating in many countries. We could incur substantial losses if one of the financial institutions we use in our operations would happen to fail.

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1140536--2/27/2009--WILLIS_GROUP_HOLDINGS_LTD