Document and Entity Information (USD $)	6 Months Ended
Document and Entity Information (USD $)	Jun. 30, 2010	Feb. 22, 2010	Jul. 31, 2010 Euro Member	Jul. 31, 2010 United States of America, Dollars Member
Entity Registrant Name	WILLIS GROUP HOLDINGS PLC
Entity Central Index Key	0001140536
Document Type	10-Q
Document Period End Date	Jun. 30, 2010
Amendment Flag	false
Document Fiscal Year Focus	2010
Document Fiscal Period Focus	Q2
Current Fiscal Year End Date	--12-31
Entity Well-known Seasoned Issuer	Yes
Entity Voluntary Filers	No
Entity Current Reporting Status	Yes
Entity Filer Category	Large Accelerated Filer
Entity Public Float		$ 4,787,610,612
Entity Common Stock, Shares Outstanding			40,000	170,276,062

Condensed Consolidated Statements of Operations (Unaudited) (USD $) In Millions, except Per Share data, unless otherwise specified	3 Months Ended		6 Months Ended
	Jun. 30, 2010	Jun. 30, 2009	Jun. 30, 2010	Jun. 30, 2009
REVENUES
Commissions and fees	$ 789	$ 772	$ 1,752	$ 1,687
Investment income	10	12	19	25
Other income				2
Total revenues	799	784	1,771	1,714
EXPENSES
Salaries and benefits (including share based compensation of $13 million, $10 million, $25 million and $15 million (Note 3))	(456)	(443)	(942)	(923)
Other operating expenses	(135)	(139)	(284)	(277)
Depreciation expense	(16)	(14)	(31)	(28)
Amortization of intangible assets	(21)	(23)	(42)	(47)
Net loss on disposal of operations	(2)		(2)
Total expenses	(630)	(619)	(1,301)	(1,275)
OPERATING INCOME	169	165	470	439
Interest expense	(41)	(43)	(84)	(81)
INCOME FROM CONTINUING OPERATIONS BEFORE INCOME TAXES AND INTEREST IN (LOSS) EARNINGS OF ASSOCIATES	128	122	386	358
Income taxes	(35)	(31)	(102)	(93)
INCOME FROM CONTINUING OPERATIONS BEFORE INTEREST IN (LOSS) EARNINGS OF ASSOCIATES	93	91	284	265
Interest in (loss) earnings of associates, net of tax	(2)		18	26
INCOME FROM CONTINUING OPERATIONS	91	91	302	291
Discontinued operations, net of tax (Note 4)				1
NET INCOME	91	91	302	292
Less: net income attributable to noncontrolling interests	(2)	(4)	(9)	(12)
NET INCOME ATTRIBUTABLE TO WILLIS GROUP HOLDINGS	89	87	293	280
AMOUNTS ATTRIBUTABLE TO WILLIS GROUP HOLDINGS SHAREHOLDERS
Income from continuing operations, net of tax	89	87	293	279
Income from discontinued operations, net of tax				1
NET INCOME ATTRIBUTABLE TO WILLIS GROUP HOLDINGS	$ 89	$ 87	$ 293	$ 280
BASIC EARNINGS PER SHARE
- Continuing operations	$ 0.52	$ 0.52	$ 1.73	$ 1.67
DILUTED EARNINGS PER SHARE
- Continuing operations	$ 0.52	$ 0.52	$ 1.71	$ 1.66
CASH DIVIDENDS DECLARED PER SHARE	$ 0.26	$ 0.26	$ 0.52	$ 0.52

Condensed Consolidated Balance Sheets (Unaudited) (USD $) In Millions, unless otherwise specified	6 Months Ended	12 Months Ended
	Jun. 30, 2010	Dec. 31, 2009
ASSETS
Cash and cash equivalents	$ 139	$ 191
Fiduciary funds - restricted	1,977	1,683
Accounts receivable, net of allowance for doubtful accounts of $20 million in 2010 and $20 million in 2009	9,687	8,638
Fixed assets, net of accumulated depreciation of $253 million in 2010 and $257 million in 2009	346	352
Goodwill (Note 10)	3,271	3,277
Other intangible assets, net of accumulated amortization of $221 million in 2010 and $179 million in 2009 (Note 11)	528	572
Investments in associates	151	156
Deferred tax assets	91	82
Pension benefits asset	121	69
Other assets	709	603
TOTAL ASSETS	17,020	15,623
LIABILITIES AND EQUITY
Accounts payable	10,975	9,686
Deferred revenue and accrued expenses	240	301
Deferred tax liabilities	28	29
Income taxes payable	93	46
Short-term debt (Note 12)	193	209
Long-term debt (Note 12)	2,154	2,165
Liability for pension benefits	171	187
Other liabilities	737	771
Total liabilities	14,591	13,394
COMMITMENTS AND CONTINGENCIES (Note 7)
EQUITY
Shares, $0.000115 nominal value; Authorized: 4,000,000,000; Issued and outstanding, 170,216,447 shares in 2010 and 168,661,172 shares in 2009. Shares, Euro 1 nominal value; Authorized: 40,000; Issued and outstanding, 40,000 shares in 2010 and 2009	0	0
Additional paid-in capital	951	918
Retained earnings	2,063	1,859
Accumulated other comprehensive loss, net of tax (Note 14)	(610)	(594)
Treasury shares, at cost, 57,310 shares, $0.000115 nominal value in 2010 and 54,310 shares, $0.000115 nominal value in 2009 and 40,000 shares, Euro 1 nominal value, in 2010 and 2009	(3)	(3)
Total Willis Group Holdings stockholders' equity	2,401	2,180
Noncontrolling interests	28	49
Total equity	2,429	2,229
TOTAL LIABILITIES AND EQUITY	$ 17,020	$ 15,623

Condensed Consolidated Balance Sheets (Unaudited) (Parenthetical) In Millions, except Share data, unless otherwise specified	Jun. 30, 2010 USD ($)	Dec. 31, 2009 USD ($)	Jun. 30, 2010 Euro Member EUR (€)	Dec. 31, 2009 Euro Member EUR (€)	Jun. 30, 2010 United States of America, Dollars Member USD ($)	Dec. 31, 2009 United States of America, Dollars Member USD ($)
ASSETS
Allowance for doubtful accounts	$ 20	$ 20
Accumulated depreciation on fixed assets	253	257
Accumulated amortization on other intangible assets	$ 221	$ 179
EQUITY
Common shares, par value			€ 1	€ 1	$ 0.000115	$ 0.000115
Common shares, Shares Authorized			40,000	40,000	4,000,000,000	4,000,000,000
Common shares, Shares Issued			40,000	40,000	170,216,447	168,661,172
Common shares, Shares Outstanding			40,000	40,000	170,216,447	168,661,172
Treasury stock, shares			40,000	40,000	57,310	54,310

Condensed Consolidated Statements of Cash Flows (Unaudited) (USD $) In Millions, unless otherwise specified	6 Months Ended
	Jun. 30, 2010	Jun. 30, 2009
CASH FLOWS FROM OPERATING ACTIVITIES
Net income	$ 302	$ 292
Adjustments to reconcile net income to total net cash provided by operating activities:
Income from discontinued operations		(1)
Net loss/(gain) on disposal of operations, fixed and intangible assets and short-term investments	3	(3)
Depreciation expense	31	28
Amortization of intangible assets	42	47
Benefit for deferred income taxes	(17)	(17)
Excess tax benefits from share-based payment arrangements	(1)
Share-based compensation (Note 3)	25	15
Undistributed earnings of associates	(14)	(19)
Non-cash Venezuela currency devaluation	12
Effect of exchange rate changes on net income	(2)	18
Changes in operating assets and liabilities, net of effects from purchase of subsidiaries:
Fiduciary funds - restricted	(362)	(60)
Accounts receivable	(1,262)	(1,114)
Accounts payable	1,548	1,164
Additional funding of UK and US pension plans	(19)
Other assets	(111)	(141)
Other liabilities	(19)	3
Net cash provided by continuing operating activities	156	212
Net cash used in discontinued operating activities		(4)
Total net cash provided by operating activities	156	208
CASH FLOWS FROM INVESTING ACTIVITIES
Proceeds on disposal of fixed and intangible assets	4	9
Additions to fixed assets	(45)	(38)
Acquisitions of subsidiaries, net of cash acquired	(15)	(3)
Acquisition of investments in associates	(1)	(41)
Proceeds from sale of operations, net of cash disposed		37
Proceeds on sale of short-term investments		21
Total net cash used in continuing investing activities	(57)	(15)
CASH FLOWS FROM FINANCING ACTIVITIES
Proceeds from draw down of revolving credit facility	30	95
Proceeds from issue of short-term debt, net of debt issuance costs		1
Repayments of debt	(70)	(750)
Senior notes issued, net of debt issuance costs		482
Proceeds from issue of shares	17	12
Excess tax benefits from share-based payment arrangements	1
Dividends paid	(89)	(87)
Acquisition of noncontrolling interests	(4)	(14)
Dividends paid to noncontrolling interests	(22)	(9)
Total net cash used in continuing financing activities	(137)	(270)
DECREASE IN CASH AND CASH EQUIVALENTS	(38)	(77)
Effect of exchange rate changes on cash and cash equivalents	(14)	4
CASH AND CASH EQUIVALENTS, BEGINNING OF PERIOD	191	176
CASH AND CASH EQUIVALENTS, END OF PERIOD	139	103
Segment, Discontinued Operations [Member]
CASH FLOWS FROM FINANCING ACTIVITIES
CASH AND CASH EQUIVALENTS, END OF PERIOD	0	0
Segment, Continuing Operations [Member]
CASH FLOWS FROM FINANCING ACTIVITIES
CASH AND CASH EQUIVALENTS, END OF PERIOD	$ 139	$ 103

Nature of Operations

6 Months Ended

Jun. 30, 2010

Nature of Operations [Abstract]

NATURE OF OPERATIONS


1.	NATURE OF OPERATIONS

Willis Group Holdings and its subsidiaries provide a broad range of insurance and reinsurance broking and risk management consulting services to its clients worldwide, both directly and indirectly through its associates. The Company provides both specialized risk management advisory and consulting services on a global basis to clients engaged in specific industrial and commercial activities, and services to small, medium and major corporates through its retail operations.

In its capacity as an advisor and insurance broker, the Company acts as an intermediary between clients and insurance carriers by advising clients on risk management requirements, helping clients determine the best means of managing risk, and negotiating and placing insurance risk with insurance carriers through the Company’s global distribution network.

Basis of Presentation and Significant Accounting Policies

6 Months Ended

Jun. 30, 2010

Basis of Presentation and Significant Accounting Policies [Abstract]

BASIS OF PRESENTATION AND SIGNIFICANT ACCOUNTING POLICIES


2.	BASIS OF PRESENTATION AND SIGNIFICANT ACCOUNTING POLICIES

The accompanying condensed consolidated financial statements (‘Interim Financial Statements’) have been prepared in accordance with accounting principles generally accepted in the United States of America (‘US GAAP’).

The Interim Financial Statements are unaudited but include all adjustments (consisting of normal recurring adjustments) which the Company’s management considers necessary for a fair presentation of the financial position as of such dates and the operating results and cash flows for those periods. Certain information and footnote disclosures normally included in financial statements prepared in accordance with US GAAP have been condensed or omitted. However, the Company believes that the disclosures are adequate to make the information presented not misleading. The results of operations for the six month period ended June 30, 2010 may not necessarily be indicative of the operating results for the entire fiscal year.

These Interim Financial Statements should be read in conjunction with the Company’s consolidated balance sheets as of December 31, 2009 and 2008, and the related consolidated statements of operations, cash flows and changes in equity for each of the three years in the period ended December 31, 2009 included in the Current Report on Form 10-K filed with the Securities and Exchange Commission on February 26, 2010.

Redomicile to Ireland

On September 24, 2009, Willis Group Holdings was incorporated in Ireland, in order to effectuate the change of the place of incorporation of the parent company of the Group. Willis Group Holdings operated as a wholly-owned subsidiary of Willis-Bermuda until December 31, 2009, when the outstanding common shares of Willis-Bermuda were canceled and Willis Group Holdings issued ordinary shares with substantially the same rights and preferences on a one-for-one basis to the holders of the Willis-Bermuda common shares that were canceled. Upon completion of this transaction, Willis Group Holdings replaced Willis-Bermuda as the ultimate parent company and Willis-Bermuda became a wholly-owned subsidiary of Willis Group Holdings.

This transaction was accounted for as a merger between entities under common control: accordingly, the historical financial statements of Willis-Bermuda for periods prior to this transaction are considered to be the historical financial statements of Willis Group Holdings. No changes in capital structure, assets or liabilities resulted from this transaction, other than Willis Group Holdings has provided a guarantee of amounts due under certain borrowing arrangements of two of its subsidiaries as described in notes 17 and 18.

Devaluation of Venezuelan currency

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 $12 million charge in other operating expenses to reflect the re-measurement of its net assets denominated in Venezuelan Bolivar Fuerte at January 1, 2010.

Recent Accounting Pronouncements

Variable Interest Entities

In June 2009, the FASB issued new accounting guidance which amends the evaluation criteria to identify the primary beneficiary of a Variable Interest Entity (‘VIE’) and requires ongoing reassessment of whether an enterprise is the primary beneficiary of the VIE. This analysis identifies the primary beneficiary of a VIE as the enterprise that has both of the following characteristics:


•	the power to direct the activities of a VIE that most significantly impact the entity’s economic performance; and

•	the obligation to absorb losses of the entity that could potentially be significant to the VIE or the right to receive benefits from the entity that could potentially be significant to the VIE.

This new accounting guidance became effective January 1, 2010. The implementation of this guidance did not have a material effect on the Company’s financial position or results of operations.

Salaries and Benefits

6 Months Ended

Jun. 30, 2010

Salaries and Benefits [Abstract]

SALARIES AND BENEFITS


3.	SALARIES AND BENEFITS

Severance costs

The Company incurred severance costs of $11 million in the six months ended June 30, 2010 (2009: $18 million). These costs relate to approximately 320 positions that have been or will be eliminated as part of the Company’s continuing focus on managing expense. Of these costs, $3 million were incurred in the three months ended June 30, 2010 (2009: $2 million). Severance costs for these employees were recognized pursuant to the terms of their existing benefit arrangements or employment agreements.

Cash retention awards

The Company makes annual cash retention awards to its employees. Employees must repay a proportionate amount of these awards if they voluntarily leave the Company’s employ (other than in the event of retirement or permanent disability) before a certain time period, currently three years. The Company makes cash payments to its employees in the year it grants these retention awards and recognizes these payments ratably over the period they are subject to repayment, beginning in the quarter in which the award is made. The unamortized portion of cash retention awards is recorded within other assets.

The following table sets out the amount of cash retention awards made and the related amortization of those awards for the three and six months ended June 30, 2010 and 2009:


	Three months				Six months
	ended				ended
	June 30,				June 30,
	2010		2009		2010		2009
	(millions)

Cash retention awards made	$	16	$	29	$	185	$	140
Amortization of cash retention awards included in salaries and benefits		32		26		60		44

Unamortized cash retention awards totaled $217 million as of June 30, 2010
(December 31, 2009: $98 million; June 30, 2009: $142 million).

Share-based compensation

The Company incurred share-based compensation, reported within salaries and benefits, of $25 million in the six months ended June 30, 2010 (2009: $15 million) of which $13 million was incurred in the three months ended June 30, 2010 (2009: $10 million).

During the six months ended June 30, 2009, the Company recorded a $7 million credit relating to the accumulated compensation expense for certain 2008 awards which were dependent upon performance targets which the Company no longer expects to achieve.

Discontinued Operations

6 Months Ended

Jun. 30, 2010

Discontinued Operations [Abstract]

DISCONTINUED OPERATIONS


4.	DISCONTINUED OPERATIONS

On April 15, 2009, the Company disposed of Bliss & Glennon, a US-based wholesale insurance operation acquired as part of the acquisition of HRH in 2008. Gross proceeds were $41 million.

Bliss & Glennon’s net assets at April 15, 2009 were $39 million, of which $34 million related to identifiable intangible assets and goodwill. In addition, there were costs and income taxes relating to the transaction of $2 million. No gain or loss was recognized on this disposal.

On September 1, 2009, the Company disposed of Managing Agency Group (‘MAG’), another US-based wholesale insurance operation acquired as part of the acquisition of HRH in 2008. MAG achieved a breakeven result in the first half of 2009.

Amounts of revenue and pre-tax income reported in discontinued operations include the following:


	Six months
	ended
	June 30,
	2009
	(millions)

Revenues	$	7

Income before income taxes		1
Income taxes		—

Income from discontinued operations	$	1

Gain on disposal of discontinued operations, net of tax		—

Discontinued operations, net of tax	$	1

Net assets and liabilities of discontinued operations consist of the following:


	Bliss and
	Glennon
	April 15,
	2009
	(millions)

Assets
Cash and cash equivalents	$	1
Fiduciary funds — restricted		9
Accounts receivable		17
Fixed assets		1
Intangible assets		34
Other assets		2

Total assets	$	64

Liabilities
Accounts payable	$	24
Other liabilities		1

Total liabilities	$	25

Net assets of discontinued operations	$	39

Earnings Per Share

6 Months Ended

Jun. 30, 2010

Earnings Per Share [Abstract]

EARNINGS PER SHARE


5.	EARNINGS PER SHARE

Basic and diluted earnings per share are calculated by dividing net income attributable to Willis Group Holdings by the average number of shares outstanding during each period. The computation of diluted earnings per share reflects the potential dilution that could occur if dilutive securities and other contracts to issue shares were exercised or converted into shares or resulted in the issue of shares that then shared in the net income of the Company. At June 30, 2010, time-based and performance-based options to purchase 12.3 million and 8.6 million (2009: 15.3 million and 9.3 million) shares, respectively, and 1.7 million (2009: 1.2 million) restricted shares, were outstanding.

Basic and diluted earnings per share are as follows:


	Three months ended				Six months ended
	June 30,				June 30,
	2010		2009		2010			2009
	(millions, except per share data)

Net income attributable to Willis Group Holdings	$	89	$	87	$	293		$	280

Basic average number of shares outstanding		170		168		169			167
Dilutive effect of potentially issuable shares		1		—		2			1

Diluted average number of shares outstanding		171		168		171			168

Basic earnings per share:
Continuing operations	$	0.52	$	0.52	$	1.73		$	1.67
Discontinued operations		—		—		—			0.01

Net income attributable to Willis Group Holdings shareholders	$	0.52	$	0.52	$	1.73		$	1.68

Dilutive effect of potentially issuable shares		—		—		(0.02	)		(0.01	)

Diluted earnings per share:
Continuing operations	$	0.52	$	0.52	$	1.71		$	1.66
Discontinued operations		—		—		—			0.01

Net income attributable to Willis Group Holdings shareholders	$	0.52	$	0.52	$	1.71		$	1.67

Options to purchase 13 million shares were not included in the computation of the dilutive effect of stock options for the three and six months ended June 30, 2010 because the effect was antidilutive (three and six months ended June 30, 2009: 23.9 million).

Pension Plans

6 Months Ended

Jun. 30, 2010

Pension Plans [Abstract]

PENSION PLANS


6.	PENSION PLANS

The components of the net periodic benefit cost of the UK, US and international defined benefit plans are as follows:


	Three months ended June 30,
	UK pension						US pension						Intl pension
	benefits						benefits						benefits
	2010			2009			2010			2009			2010			2009
	(millions)

Components of net periodic benefit cost (income):
Service cost	$	9		$	5		$	—		$	1		$	2		$	2
Interest cost		24			24			10			10			2			2
Expected return on plan assets		(33	)		(32	)		(10	)		(8	)		(2	)		(1	)
Amortization of unrecognized prior service gain		(1	)		(1	)		—			—			—			—
Amortization of unrecognized actuarial loss		9			8			—			3			1			—
Curtailment gain		—			—			—			(12	)		—			—

Net periodic benefit cost (income)	$	8		$	4		$	—		$	(6	)	$	3		$	3


	Six months ended June 30,
	UK pension						US pension						Intl pension
	benefits						benefits						benefits
	2010			2009			2010			2009			2010			2009
	(millions)

Components of net periodic benefit cost:
Service cost	$	18		$	10		$	—		$	7		$	3		$	3
Interest cost		49			46			20			20			4			4
Expected return on plan assets		(69	)		(61	)		(21	)		(17	)		(4	)		(3	)
Amortization of unrecognized prior service gain		(2	)		(2	)		—			—			—			—
Amortization of unrecognized actuarial loss		18			16			1			5			1			1
Curtailment gain		—			—			—			(12	)		—			—

Net periodic benefit cost	$	14		$	9		$	—		$	3		$	4		$	5

For the six months ended June 30, 2010, the Company had made contributions of $43 million, $13 million and $4 million to the UK, US and international defined benefit pension plans (2009: $26 million, $7 million and $3 million), respectively. The Company expects to contribute approximately $86 million to the UK defined benefit pension plan, $30 million to the US plan and $8 million to the international plan for the full year 2010.

Effective May 15, 2009, the Company closed the US defined benefit plan to future accrual. Consequently, a curtailment gain of $12 million was recognized during the three and six months ended June 30, 2009.

Commitments and Contingencies

6 Months Ended

Jun. 30, 2010

Commitments and Contingencies [Abstract]

COMMITMENTS AND CONTINGENCIES


7.	COMMITMENTS AND CONTINGENCIES

Claims, Lawsuits and Other Proceedings

The Company is subject to various actual and potential claims, lawsuits and other proceedings relating principally to alleged errors and omissions in connection with the placement of insurance and reinsurance in the ordinary course of business. Similar to other corporations, the Company is also subject to a variety of other claims, including those relating to the Company’s employment practices. Some of the claims, lawsuits and other proceedings seek damages in amounts which could, if assessed, be significant.

Errors and omissions claims, lawsuits and other proceedings arising in the ordinary course of business are covered in part by professional indemnity or other appropriate insurance. The terms of this insurance vary by policy year and self-insured risks have increased significantly in recent years. In respect of self-insured risks, the Company has established provisions which are believed to be adequate in the light of current information and legal advice, and the Company adjusts such provisions from time to time according to developments.

On the basis of current information, the Company does not expect that the actual claims, lawsuits and other proceedings, to which the Company is subject, or potential claims, lawsuits and other proceedings relating to matters of which it is aware will ultimately have a material adverse effect on the Company’s financial condition, results of operations or liquidity. Nonetheless, given the large or indeterminate amounts sought in certain of these actions, and the inherent unpredictability of litigation and disputes with insurance companies, it is possible that an adverse outcome in certain matters could, from time to time, have a material adverse effect on the Company’s results of operations or cash flows in particular quarterly or annual periods.

The material actual or potential claims, lawsuits and other proceedings, of which the Company is currently aware, are:

Inquiries and Investigations

In connection with the investigation commenced by the New York State Attorney General in April 2004 concerning, among other things, contingent commissions paid by insurers to insurance brokers, in April 2005, the Company entered into an Assurance of Discontinuance (‘Original AOD’) with the New York State Attorney General and the Superintendent of the New York Insurance Department and paid $50 million to eligible customers. As part of the Original AOD, the Company also agreed not to accept contingent compensation and to disclose to customers any compensation the Company will receive in connection with providing policy placement services to the customer. The Company also resolved similar investigations commenced by the Minnesota Attorney General, the Florida Attorney General, the Florida Department of Financial Services and the Florida Office of Insurance Regulation for amounts that were not material to the Company.

Similarly, in August 2005 HRH entered into an agreement with the Attorney General of the State of Connecticut (the ‘CT Attorney General’) and the Insurance Commissioner of the State of Connecticut to resolve all issues related to their investigations into certain insurance brokerage and insurance agency practices and to settle a lawsuit brought in August 2005 by the CT Attorney General alleging violations of the Connecticut Unfair Trade Practices Act and the Connecticut Unfair Insurance Practices Act. As part of this settlement, HRH agreed to take certain actions including establishing a $30 million national fund for distribution to certain clients, enhancing disclosure practices for agency and broker clients, and declining contingent compensation on brokerage business. The Company has co-operated fully with other similar investigations by the regulators and/or attorneys general of other jurisdictions, some of which have been concluded with no indication of any finding of wrongdoing.

On February 16, 2010, the Company entered into the Amended and Restated Assurance of Discontinuance with the Attorney General of the State of New York and the Amended and Restated Stipulation with the Superintendent of Insurance of the State of New York (the ‘Amended and Restated AOD’) on behalf of itself and its subsidiaries named therein. The Amended and Restated AOD was effective February 11, 2010 and supersedes and replaces the Original AOD.

The Amended and Restated AOD specifically recognizes that the Company has substantially met its obligations under the Original AOD and ends many of the requirements previously imposed. It relieves the Company of a number of technical compliance obligations that have imposed significant administrative and financial burdens on its operations. The Amended and Restated AOD no longer limits the types of compensation the Company can receive and has lowered the compensation disclosure requirements to clients that the AOD originally imposed.

The Amended and Restated AOD requires the Company to: (i) in New York, and each of the other 49 states of the United States, the District of Columbia and U.S. territories, provide compensation disclosure that will, at a minimum, comply with the terms of the applicable regulations, as may be amended from time to time, or the provisions of the AOD that existed prior to the adoption of the Amended and Restated AOD; and (ii) maintain its compliance programs and continue to provide appropriate training to relevant employees in business ethics, professional obligations, conflicts of interest and antitrust and trade practices compliance. In addition, in placing, renewing, consulting on or servicing any insurance policy, it prohibits the Company from directly or indirectly (a) accepting from or requesting of any insurer any promise or commitment to use any of the Company’s brokerage, agency, producing or consulting services in exchange for production of business to such insurer or (b) knowingly place, renew or consult on or service a client’s insurance business through a wholesale broker in a manner that is contrary to the client’s best interest.

In 2006, the European Commission issued questionnaires pursuant to its Sector Inquiry or, in respect of Norway, the European Free Trade Association Surveillance Authority, related to insurance business practices, including compensation arrangements for brokers, to at least 150 European brokers including our operations in nine European countries. The Company responded to the European Commission questionnaires and has filed responses with the European Free Trade Association Surveillance Authority for two of its Norwegian entities. The European Commission reported on a final basis on September 25, 2007, expressing concerns over potential conflicts of interest in the industry relating to remuneration and binding authorities when assuming a dual role for clients and insurers and also over the nature of the coinsurance market. The Company continues to co-operate with both the European Commission and the European Free Trade Association Surveillance Authority.

Since August 2004, the Company and HRH (along with various other brokers and insurers) have been named as defendants in purported class actions in various courts across the United States. All of these actions have been consolidated into a single action in the US District Court for the District of New Jersey (‘MDL’). There are two amended complaints within the MDL, one that addresses employee benefits (‘EB Complaint’) and one that addresses all other lines of insurance (‘Commercial Complaint’). HRH was a named defendant in the EB Complaint, but has since been voluntarily dismissed. HRH is a named defendant in the Commercial Complaint. The Company is a named defendant in both MDL complaints. Each of the EB Complaint and the Commercial Complaint seeks monetary damages, including punitive damages, and equitable relief and makes allegations regarding the practices and conduct that have been the subject of the investigation of state attorneys general and insurance commissioners, including allegations that the brokers have breached their duties to their clients by entering into contingent compensation agreements with either no disclosure or limited disclosure to clients and participated in other improper activities. The complaints also allege the existence of a conspiracy among insurance carriers and brokers and allege violations of federal antitrust laws, the federal Racketeer Influenced and Corrupt Organizations (‘RICO’) statute and the Employee Retirement Income Security Act of 1974 (‘ERISA’). In separate decisions issued in August and September 2007, the antitrust and RICO Act claims were dismissed with prejudice and the state claims were dismissed without prejudice from the Commercial Complaint.

In January 2008, the Judge dismissed the ERISA claims with prejudice from the EB Complaint and the state law claims without prejudice. Plaintiffs filed a notice of appeal regarding the dismissal of the antitrust and RICO claims and oral arguments on this appeal were heard in April 2009 but there is no indication when a ruling will be issued. Additional actions could be brought in the future by individual policyholders. The Company disputes the allegations in all of these suits and has been and intends to continue to defend itself vigorously against these actions. The outcomes of these lawsuits, however, including any losses or other payments that may occur as a result, cannot be predicted at this time.

Reinsurance Market Dispute

Various legal proceedings are pending, have concluded or may commence between reinsurers, reinsureds and in some cases their intermediaries, including reinsurance brokers, relating to personal accident excess of loss reinsurance for the years 1993 to 1998. The proceedings principally concern allegations by reinsurers that they have sustained substantial losses due to an alleged abnormal ‘spiral’ in the market in which the reinsurance contracts were placed, the existence and nature of which, as well as other information, was not disclosed to them by the reinsureds or their reinsurance broker. A ‘spiral’ is a market term for a situation in which reinsureds and reinsurers reinsure each other with the effect that the same loss or portion of that loss moves through the market multiple times.

The reinsurers concerned have taken the position that, despite their decisions to underwrite risks or a group of risks, they are no longer bound by their reinsurance contracts. As a result, they have stopped settling claims and are seeking to recover claims already paid. The Company also understands that there have been at least two arbitration awards in relation to a ‘spiral’, among other things, in which the reinsurer successfully argued that it was no longer bound by parts of its reinsurance program. Willis Limited, the Company’s principal insurance brokerage subsidiary in the United Kingdom, acted as the reinsurance broker or otherwise as intermediary, but not as an underwriter, for numerous personal accident reinsurance contracts, including two contracts that were involved in one of the arbitrations. Due to the small number of reinsurance brokers generally, Willis Limited also utilized other brokers active in this market as sub-agents, including brokers who are parties to the legal proceedings described above, for certain contracts and may be responsible for any errors and omissions they may have made. In July 2003, one of the reinsurers received a judgment in the English High Court against certain parties, including a sub-broker Willis Limited used to place two of the contracts involved in this trial. Although neither the Company nor any of its subsidiaries were a party to this proceeding or any arbitration, Willis Limited entered into tolling agreements with certain of the principals to the reinsurance contracts tolling the statute of limitations pending the outcome of proceedings between the reinsureds and reinsurers.

Two former clients of Willis Limited, American Reliable Insurance Company and one of its associated companies (collectively, ‘ARIC’), and CNA Insurance Company Limited and two of its associated companies (‘CNA’) terminated their respective tolling agreements with Willis Limited and commenced litigation in September 2007 and January 2008, respectively, in the English Commercial Court against Willis Limited. ARIC alleged conspiracy between a former Willis Limited employee and the ARIC underwriter as well as negligence and CNA alleged deceit and negligence by the same Willis Limited employee both in connection with placements of personal accident reinsurance in the excess of loss market in London and elsewhere. ARIC asserted a claim of approximately $257 million (plus unspecified interest and costs). On June 9, 2009, Willis Limited entered into a settlement agreement pursuant to which Willis Limited agreed to pay a total of $139 million to ARIC in two installments. All installments have been paid by the Company. Each party has also released and waived all claims it may have against any of the other parties arising out of or in connection with the subject matter of the litigation. The settlement includes no admission of wrongdoing by any party. The $139 million required to fund the settlement agreement was covered by errors and omissions insurance.

On September 11, 2009, Willis Limited entered into a settlement agreement pursuant to which Willis Limited agreed to pay a total of $130 million to CNA in two instalments which were paid in 2009. Each party has also released and waived all claims it may have against any of the other parties arising out of or in connection with the subject-matter of the litigation. The settlement includes no admission of wrongdoing by any party. The Company has partially collected and believes it will collect in full the $130 million required to fund the settlement agreement from errors and omissions insurers.

Various arbitrations relating to reinsurance continue to be active and from time to time the principals request co-operation from the Company and suggest that claims may be asserted against the Company. Such claims may be made against the Company if reinsurers do not pay claims on policies issued by them. The Company cannot predict at this time whether any such claims will be made or the damages that may be alleged.

Gender Discrimination Class Action

In March 2008, the Company settled an action in the United States District Court for the Southern District of New York commenced against the Company in 2001 on behalf of an alleged nationwide class of present and former female officer and officer equivalent employees alleging that the Company discriminated against them on the basis of their gender and seeking injunctive relief, money damages, attorneys’ fees and costs. Although the Court had denied plaintiffs’ motions to certify a nationwide class or to grant nationwide discovery, it did certify a class of approximately 200 female officers and officer equivalent employees based in the Company’s offices in New York, New Jersey and Massachusetts. The settlement agreement provides for injunctive relief and a monetary payment, including the amount of attorney fees plaintiffs’ counsel are entitled to receive, which was not material to the Company. In December 2006, a former female employee, whose motion to intervene in the class action was denied, filed a purported class action in the United States District Court, Southern District of New York, with almost identical allegations as those contained in the suit that was settled in 2008, except seeking a class period of 1998 to the time of trial (the class period in the settled suit was 1998 to the end of 2001). The Company’s motion to dismiss this suit was denied and the Court did not grant the Company permission to immediately file an appeal from the denial of its motion to dismiss. The parties are in the discovery phase of the litigation. The suit was amended to include one additional plaintiff and another has filed an arbitration demand that includes a class allegation.

The Court has decided that, to the extent a class is ever certified, the class period will end at the end of 2007 and not up to the time of trial as plaintiffs had sought. The Company cannot predict at this time what, if any, damages might result from this action.

World Trade Center

The Company acted as the insurance broker, but not as an underwriter, for the placement of both property and casualty insurance for a number of entities which were directly impacted by the September 11, 2001, destruction of the World Trade Center complex, including Silverstein Properties LLC, which acquired a 99-year leasehold interest in the twin towers and related facilities from the Port Authority of New York and New Jersey in July 2001. Although the World Trade Center complex insurance was bound at or before the July 2001 closing of the leasehold acquisition, consistent with standard industry practice, the final policy wording for the placements was still in the process of being finalized when the twin towers and other buildings in the complex were destroyed on September 11, 2001. There have been a number of lawsuits in the United States between the insured parties and the insurers for several placements and other disputes may arise in respect of insurance placed by us which could affect the Company including claims by one or more of the insureds that the Company made culpable errors or omissions in connection with our brokerage activities. However, the Company does not believe that our role as broker will lead to liabilities which in the aggregate would have a material adverse effect on our results of operations, financial condition or liquidity.

Stanford Financial Group

On July 2, 2009, a putative class action complaint, captioned Troice, et al. v. Willis of Colorado, Inc., et al., C.A. No. 3:09-CV-01274-N, was filed in the U.S. District Court for the Northern District of Texas against Willis Group Holdings, Willis of Colorado, Inc. and a Willis associate, among others, relating to the collapse of The Stanford Financial Group (‘Stanford’), for which Willis of Colorado, Inc. acted as broker of record on certain lines of insurance. The complaint generally alleged that the defendants actively and materially aided Stanford’s alleged fraud by providing Stanford with certain letters regarding coverage that they knew would be used to help retain or attract actual or prospective Stanford client investors. The complaint alleged that these letters, which contain statements about Stanford and the insurance policies that the defendants placed for Stanford, contained untruths and omitted material facts and were drafted in this manner to help Stanford promote and sell its allegedly fraudulent certificates of deposit. The putative class consisted of Stanford investors in Mexico and the complaint asserted various claims under Texas statutory and common law and sought actual damages in excess of $1 billion, punitive damages and costs. On August 12, 2009, the plaintiffs filed an amended complaint, which, notwithstanding the addition of certain factual allegations and Texas common law claims, largely mirrored the original and sought the same relief.

On July 17, 2009, a putative class action complaint, captioned Ranni v. Willis of Colorado, Inc., et al., C.A. No. 09-22085, was filed against Willis Group Holdings and Willis of Colorado, Inc. in the U.S. District Court for the Southern District of Florida, relating to the same alleged course of conduct as the Troice complaint described above. Based on substantially the same allegations as the Troice complaint, but on behalf of a putative class of Venezuelan and other South American Stanford investors, the Ranni complaint asserts a claim under Section 10(b) of the Securities Exchange Act of 1934 and Rule 10b-5 thereunder, as well as various claims under Florida statutory and common law, and seeks damages in an amount to be determined at trial and costs.

On or about July 24, 2009, a motion was filed by certain individuals (collectively, the ‘Movants’) with the U.S. Judicial Panel on Multidistrict Litigation (the ‘JPML’) to consolidate and coordinate in the Northern District of Texas nine separate putative class actions — including the Troice and Ranni actions described above, as well as other actions against various Stanford-related entities and individuals and the Commonwealth of Antigua and Barbuda — relating to Stanford and its allegedly fraudulent certificates of deposit.

On August 6, 2009, a putative class action complaint, captioned Canabal, et al. v. Willis of Colorado, Inc., et al., C.A. No. 3:09-CV-01474-D, was filed against Willis Group Holdings, Willis of Colorado, Inc. and the same Willis associate, among others, also in the Northern District of Texas, relating to the same alleged course of conduct as the Troice complaint described above. Based on substantially the same allegations as the Troice complaint, but on behalf of a putative class of Venezuelan investors, the Canabal complaint asserted various claims under Texas statutory and common law and sought actual damages in excess of $1 billion, punitive damages, attorneys’ fees and costs.

On or about August 10, 2009, the Movants filed with the JPML a Notice of Related Action that referred the Canabal action to the JPML. On October 6, 2009, the JPML ruled on the transfer motion, transferring seven of the subject actions (including the Troice and Ranni actions) — i.e., the original nine actions minus two that had since been dismissed — for consolidation or coordination in the Northern District of Texas. On October 27, 2009, the parties to the Canabal action stipulated to the designation of that action as an ‘xyz case’ properly part of the new Stanford MDL proceeding in the Northern District of Texas.

On September 14, 2009, a complaint, captioned Rupert, et al. v. Winter, et al., Case No. 2009C115137, was filed on behalf of 97 Stanford investors against Willis Group Holdings, Willis of Colorado, Inc. and the same Willis associate, among others, in Texas state court (Bexar County). Based on substantially the same allegations as the Troice complaint, the Rupert complaint asserts claims under the Securities Act of 1933, as well as various Texas statutory and common law claims, and seeks rescission, damages, special damages and consequential damages of $79.1 million, treble damages of $237.4 million under the Texas Insurance Code, attorneys’ fees and costs. On October 20, 2009, certain defendants, including Willis of Colorado, Inc., (i) removed the Rupert action to the U.S. District Court for the Western District of Texas, (ii) notified the JPML of the pendency of this additional ‘tag-along’ action and (iii) moved to stay the action pending a determination by the JPML as to whether it should be transferred to the Northern District of Texas for consolidation or coordination with the other Stanford-related actions. In November 2009, the JPML issued a conditional transfer order (the ‘CTO’) for the transfer of the Rupert action to the Northern District of Texas. On December 22, 2009, the plaintiffs filed a motion to vacate, or alternatively stay, the CTO, to which Willis of Colorado, Inc. responded on January 4, 2010. On April 1, 2010, the JPML denied the plaintiffs’ motion to vacate the CTO and issued a final transfer order for the transfer of the Rupert action to the Northern District of Texas.

On December 18, 2009, the parties to the Troice and Canabal actions stipulated to the consolidation of those actions and, on December 31, 2009, the plaintiffs therein, collectively, filed a Second Amended Class Action Complaint, which largely mirrors the Troice and Canabal predecessor complaints, but seeks relief on behalf of a worldwide class of Stanford investors. Also on December 31, 2009, the plaintiffs in the Canabal action filed a Notice of Dismissal, dismissing the Canabal action without prejudice. On February 25, 2010, the defendants filed motions to dismiss the Second Amended Class Action Complaint in the consolidated Troice/Canabal action. Those motions are currently pending. On May 24, 2010, the plaintiffs in the consolidated Troice/Canabal action filed a motion for leave to file a Third Amended Class Action Complaint, which, among other things, adds several Texas statutory claims. That motion is also currently pending.

The defendants have not yet responded to the Ranni or Rupert complaints.

Additional actions could be brought in the future by other investors in certificates of deposit issued by Stanford and its affiliates. The Company disputes these allegations and intends to defend itself vigorously against these actions. The outcomes of these actions, however, including any losses or other payments that may occur as a result, cannot be predicted at this time.

St. Jude

In January 2009, Willis of Minnesota, Inc. was named as a third party defendant in a lawsuit between American Insurance Company (‘AIC’) and St. Jude Medical, Inc. (‘St. Jude’) pending in the United States District Court, District of Minnesota, that arose out of a products liability insurance program for St. Jude in which AIC provided one layer of insurance and the Company acted as the broker. St. Jude is seeking a judgment against AIC requiring AIC to pay its policy limits of $50 million plus interest and costs for certain personal injury claims filed against St. Jude and denied by AIC. To the extent there is a finding that AIC does not have to provide coverage for these claims, St. Jude has alternatively alleged standard errors and omissions claims against the Company for the same amount. While the Company cannot predict the outcome of any litigation, the Company believes AIC should provide coverage and believes that St. Jude should have a favorable outcome against AIC. If St. Jude prevails against AIC, St. Jude’s claims against the Company become moot. The Company continues to vigorously defend itself and disputes the allegations made against it. Pending the outcome of summary judgment motions, the case may proceed to trial in November 2010.

Commitments

In December 2009, the Company made a capital commitment of $25 million to Trident V, LP, an investment fund managed by Stone Point Capital. The first capital call was made and met in April 2010 and was for $1 million. As at June 30, 2010 there had been $2 million of capital calls, all of which have been met.

Derivative Financial Instruments and Hedging Activities

6 Months Ended

Jun. 30, 2010

Derivative Financial Instruments and Hedging Activities [Abstract]

DERIVATIVE FINANCIAL INSTRUMENTS AND HEDGING ACTIVITIES


8.	DERIVATIVE FINANCIAL INSTRUMENTS AND HEDGING ACTIVITIES

Accounting for derivative financial instruments

In addition to the note below, see Note 9 for information about the fair value hierarchy for derivatives.

Primary risks managed by derivative financial instruments

The Company uses derivative financial instruments to manage exposures arising from its operating activities. The Company is exposed to market risk from changes in interest rates and foreign currency exchange rates.

Interest rate risk

As a result of its operating activities, the Company receives cash for premiums and claims which it deposits in short-term investments denominated in US dollars and other currencies. The Company earns interest on these funds, which is included in the financial statements as investment income. These funds are regulated in terms of access and the instruments in which they may be invested, most of which are short-term in maturity. In order to manage interest rate risk arising from these financial assets, the Company enters into interest rate swaps to receive a fixed rate of interest and pay a variable rate of interest in the significant currencies of these short-term investments. The use of interest rate contracts essentially converts groups of short-term variable rate investments to fixed rates.

The fair value of these contracts is recorded in other assets and other liabilities. For contracts that qualify as accounting hedges, changes in fair value are recorded as a component of other comprehensive income. Amounts are reclassified from other comprehensive income into earnings when the hedged exposure affects earnings. If contracts are deemed not to qualify for hedge accounting, changes in fair value are recorded in other operating expenses.

At June 30, 2010, the Company had the following derivative financial instruments that were designated as cash flow hedges of interest rate risk:


		Notional		Fair
		amount⁽ⁱ⁾		value
		(millions)

US dollar	Receive fixed — pay variable	$	590	$	16
Pound Sterling	Receive fixed — pay variable		175		6
Euro	Receive fixed — pay variable		102		2


⁽ⁱ⁾		Notional amounts are reported in US dollars translated at spot rates at June 30, 2010.

During the six months ended June 30, 2010, the Company entered into a series of interest rate swaps for a total notional amount of $350 million to receive a fixed rate and pay a variable rate on a semi-annual basis, with a maturity date of July, 15, 2015. The Company has designated and accounts for these instruments as fair value hedges against its $350 million 5.625% senior notes due 2015. The fair values of the interest rate swaps are included within other assets or other liabilities and the fair value of the hedged element of the senior notes is included within the principal amount of the debt.

At June 30, 2010 and December 31, 2009 the Company’s interest rate swaps were designated as hedging instruments.

Foreign currency risk

The Company’s primary foreign exchange risks arise:


•	from changes in the exchange rate between US dollars and Pounds Sterling as its London Market operations earn the majority of their revenues in US dollars and incur expenses predominantly in Pounds Sterling, and may also hold a significant net sterling asset or liability position on the balance sheet. In addition, the London Market operations earn significant revenues in euros and Japanese yen; and

•	from the translation into US dollars of the net income and net assets of its foreign subsidiaries, excluding the London Market operations which are US dollar denominated.

The foreign exchange risks in its London Market operations are hedged as follows:


•	to the extent that forecast Pound Sterling expenses exceed Pound Sterling revenues, the Company limits its exposure to this exchange rate risk by the use of forward contracts matched to specific, clearly identified cash outflows arising in the ordinary course of business;

•	to the extent the UK operations earn significant revenues in euros and Japanese yen, the Company limits its exposure to changes in the exchange rate between the US dollar and these currencies by the use of forward contracts matched to a percentage of forecast cash inflows in specific currencies and periods; and


•	to the extent that the net sterling asset or liability position in its London Market operations relate to short-term cash flows, the Company limits its exposure by the use of forward purchases and sales. These forward purchases and sales are not effective hedges for accounting purposes.

The Company does not hedge net income earned within foreign subsidiaries outside of the UK.

The fair value of foreign currency contracts is recorded in other assets and other liabilities. For contracts that qualify as accounting hedges, changes in fair value resulting from movements in the spot exchange rate are recorded as a component of other comprehensive income whilst changes resulting from a movement in the time value are recorded in interest expense. If contracts are deemed not to qualify for hedge accounting, the total change in fair value is recorded in interest expense. Amounts held in comprehensive income are reclassified into earnings when the hedged exposure affects earnings.

At June 30, 2010 and December 31, 2009 the Company’s foreign currency contracts were all designated as hedging instruments.

The table below summarizes by major currency the contractual amounts of the Company’s forward contracts to exchange foreign currencies for Pounds Sterling and US dollars at June 30, 2010:


			Fair
	Sell⁽ⁱ⁾		value
	(millions)

US dollar	$	363	$	(19	)
Euro		137		19
Japanese yen		63		(3	)


⁽ⁱ⁾		Foreign currency notional amounts are reported in US dollars translated at spot rates at June 30, 2010.

Derivative financial instruments

The table below presents the fair value of the Company’s derivative financial instruments and their balance sheet classification at June 30, 2010:


		Fair value
	Balance sheet	June 30,			December 31,
Derivative financial instruments designated as hedging instruments:	classification	2010			2009
		(millions)

Assets:
Interest rate swaps (cash flow hedges)	Other assets	$	24		$	27
Interest rate swaps (fair value hedges)	Other assets		14			—
Forward exchange contracts	Other assets		21			8

Total derivatives designated as hedging instruments		$	59		$	35

Liabilities:
Interest rate swaps	Other liabilities	$	—		$	(1	)
Forward exchange contracts	Other liabilities		(24	)		(22	)

Total derivatives designated as hedging instruments		$	(24	)	$	(23	)

The table below presents the effects of derivative financial instruments in cash flow hedging relationships on the consolidated statements of operations and the consolidated statements of equity for the three and six months ended June 30, 2010 and 2009:


							Location of	Amount of
							gain (loss)	gain (loss)
			Location of	Amount of			recognized	recognized
			gain (loss)	gain (loss)			in income	in income
			reclassified	reclassified			on derivative	on derivative
	Amount of		from	from			(Ineffective	(Ineffective
	gain (loss)		accumulated	accumulated			hedges and	hedges and
	recognized		OCI⁽ⁱ⁾ into	OCI⁽ⁱ⁾ into			ineffective	ineffective
	in OCI⁽ⁱ⁾		income	income			element of	element of
	on derivative		(Effective	(Effective			effective	effective
Derivatives in cash flow hedging relationships	(Effective element)		element)	element)			hedges)	hedges)
	(millions)			(millions)				(millions)

Three months ended June 30, 2010
Interest rate swaps	$	6	Investment income	$	(6	)	Other operating expenses	$	—
Forward exchange contracts		7	Other operating expenses		2		Interest expense		—

Total	$	13		$	(4	)		$	—

Three months ended June 30, 2009
Interest rate swaps	$	3	Investment income	$	(7	)	Other operating expenses	$	—
Forward exchange contracts		27	Other operating expenses		13		Interest expense		—

Total	$	30		$	6			$	—

Six months ended June 30, 2010
Interest rate swaps	$	11	Investment income	$	(13	)	Other operating expenses	$	—
Forward exchange contracts		4	Other operating expenses		7		Interest expense		—

Total	$	15		$	(6	)		$	—

Six months ended June 30, 2009
Interest rate swaps	$	9	Investment income	$	(12	)	Other operating expenses	$	(1	)
Forward exchange contracts		33	Other operating expenses		30		Interest expense		—

Total	$	42		$	18			$	(1	)


⁽ⁱ⁾		OCI means other comprehensive income. Amounts above shown gross of tax.

For interest rate swaps all components of each derivative’s gain or loss were included in the assessment of hedge effectiveness. For foreign exchange contracts only the changes in fair value resulting from movements in the spot exchange rate are included in this assessment.

At June 30, 2010, the Company estimates there will be no material reclassification of net derivative gains or losses from other comprehensive income into earnings within the next twelve months.

Fair value hedges

The table below presents the effects of derivative financial instruments in fair value hedging relationships on the consolidated statements of operations for the three and six months ended June 30, 2010. The Company did not have any derivative financial instruments in fair value hedging relationships during 2009.

Loss

Ineffectiveness

Gain

recognized

recognized in

Derivatives in fair value hedging

Hedged item in fair value hedging

recognized

for hedged

interest

relationships

relationship

for derivative

item

expense

(millions)

Three months ended June 30, 2010

Interest rate swaps

5.625% Senior notes due 2015

(12

)

—

Six months ended June 30, 2010

Interest rate swaps

5.625% Senior notes due 2015

(14

)

—

All components of each derivative’s gain or loss were included in the assessment of hedge effectiveness.

Fair Value Measurement

6 Months Ended

Jun. 30, 2010

Fair Value Measurement [Abstract]

FAIR VALUE MEASUREMENT


9.	FAIR VALUE MEASUREMENT

The following table presents, for each of the fair value hierarchy levels, the Company’s assets and liabilities that are measured at fair value on a recurring basis:


	June 30, 2010
	Quoted
	prices in
	active
	markets		Significant		Significant
	for		other		other
	identical		observable		unobservable
	assets		inputs		inputs
	Level 1		Level 2		Level 3		Total
	(millions)

Assets at fair value:
Cash and cash equivalents	$	139	$	—	$	—	$	139
Fiduciary funds — restricted		1,977		—		—		1,977
Derivative financial instruments		—		59		—		59

Total assets	$	2,116	$	59	$	—	$	2,175

Liabilities at fair value:
Derivative financial instruments	$	—	$	24	$	—	$	24
Changes in fair value of hedged debt⁽ⁱ⁾		—		14		—		14

Total liabilities	$	—	$	38	$	—	$	38


⁽ⁱ⁾		Changes in the fair value of the underlying hedged debt instrument since inception of the hedging relationship are included in long-term debt.


	December 31, 2009
	Quoted
	prices in
	active		Significant		Significant
	markets for		other		other
	identical		observable		unobservable
	assets		inputs		inputs
	Level 1		Level 2		Level 3		Total
	(millions)

Assets at fair value:
Cash and cash equivalents	$	191	$	—	$	—	$	191
Fiduciary funds — restricted		1,683		—		—		1,683
Derivative financial instruments		—		35		—		35

Total assets	$	1,874	$	35	$	—	$	1,909

Liabilities at fair value:
Derivative financial instruments	$	—	$	23	$	—	$	23

Total liabilities	$	—	$	23	$	—	$	23

The estimated fair value of the Company’s financial instruments held or issued to finance the Company’s operations is summarized below. Certain estimates and judgments were required to develop the fair value amounts. The fair value amounts shown below are not necessarily indicative of the amounts that the Company would realize upon disposition nor do they indicate the Company’s intent or ability to dispose of the financial instrument.


	June 30, 2010				December 31, 2009
	Carrying		Fair		Carrying		Fair
	amount		Value		amount		Value
			(millions)

Assets:
Cash and cash equivalents	$	139	$	139	$	191	$	191
Fiduciary funds — restricted		1,977		1,977		1,683		1,683
Derivative financial instruments		59		59		35		35
Liabilities:
Short-term debt	$	193	$	193	$	209	$	211
Long-term debt		2,154		2,415		2,165		2,409
Derivative financial instruments		24		24		23		23

The following methods and assumptions were used by the Company in estimating its fair value disclosure for financial instruments:

Cash and Cash Equivalents — The estimated fair value of these financial instruments approximates their carrying values due to their short maturities.

Fiduciary Funds — Restricted — Fair values are based on quoted market values.

Short-Term Debt and Long-Term Debt — Fair values are based on quoted market values.

Derivative Financial Instruments — Market values have been used to determine the fair value of interest rate swaps and forward foreign exchange contracts based on estimated amounts the Company would receive or have to pay to terminate the agreements, taking into account the current interest rate environment, current foreign currency forward rates and counterparty risk. The fair value of the Company’s derivative financial instruments is computed based on an income approach using appropriate valuation techniques including discounted future cash flows and other methods that are consistent with accepted methodologies for pricing financial instruments.

- Definition

This element represents the disclosure related to the fair value measurement of assets and liabilities which includes [financial] instruments measured at fair value that are classified in stockholders' equity. Such assets and liabilities may be measured on a recurring or nonrecurring basis. The disclosures which may be required or desired include: (1) for assets and liabilities measured on a recurring basis, disclosure may include: (a) the fair value measurements at the reporting date; (b) the level within the fair value hierarchy in which the fair value measurements in their entirety fall, segregating fair value measurements using quoted prices in active markets for identical assets or liabilities (Level 1), significant other observable inputs (Level 2), and significant unobservable inputs (Level 3); (c) for fair value measurements using significant unobservable inputs (Level 3), a reconciliation of the beginning and ending balances, separately presenting changes during the period attributable to the following: (i) total gains or losses for the period (realized and unrealized), segregating those gains or losses included in earnings (or changes in net assets), and a description of where those gains or losses included in earnings (or changes in net assets) are reported in the statement of income (or activities); (ii) purchases, sales, issuances, and settlements (net); (iii) transfers in and transfers out of Level 3 (for example, transfers due to changes in the observability of significant inputs); (d) the amount of the total gains or losses for the period in subparagraph (c) (i) above included in earnings (or changes in net assets) that are attributable to the change in unrealized gains or losses relating to those assets and liabilities still held at the reporting date and a description of where those unrealized gains or losses are reported in the statement of income (or activities); (e) the valuation technique(s) used to measure fair value and a discussion of changes in valuation techniques, if any, during the period and (2) for assets and liabilities that are measured at fair value on a nonrecurring basis (for example, impaired assets) disclosure may include, in addition to (a) above: (a) the reasons for the fair value measurements recorded; (b) the same as (b) above; (c) for fair value measurements using significant unobservable inputs (Level 3), a description of the inputs and the information used to develop the inputs; and (d) the valuation technique(s) used to measure fair value and a discussion of changes, if any, in the valuation technique(s) used to measure similar assets and/or liabilities in prior periods.

+ References+ Details

Goodwill

6 Months Ended

Jun. 30, 2010

Goodwill [Abstract]

GOODWILL


10.	GOODWILL

Goodwill represents the excess of the cost of businesses acquired over the fair market value of identifiable net assets at the dates of acquisition. Goodwill is not amortized but is subject to impairment testing annually and whenever facts or circumstances indicate that the carrying amounts may not be recoverable. As part of the evaluation the estimated future discounted cash flows associated with the underlying business operation are compared to the carrying amount of goodwill to determine if a write-down is required. If such an assessment indicates that the discounted future cash flows are not sufficient, the carrying amount is reduced to the estimated fair value.

When a business entity is sold, goodwill is allocated to the disposed entity based on the fair value of that entity compared to the fair value of the reporting unit in which it is included.

The changes in the carrying amount of goodwill by operating segment for the six months ended June 30, 2010 and the year ended December 31, 2009 are as follows:


				North
	Global			America			International			Total
				(millions)

Balance at December 31, 2008	$	1,046		$	1,810		$	419		$	3,275
Goodwill acquired during 2009		4			1			14			19
Purchase price allocation adjustments		24			(4	)		—			20
Goodwill disposed of during 2009		—			(27	)		(1	)		(28	)
Foreign exchange		(9	)		—			—			(9	)

Balance at December 31, 2009	$	1,065		$	1,780		$	432		$	3,277
Other movements⁽ⁱ⁾		—			(2	)		1			(1	)
Foreign exchange		(5	)		—			—			(5	)

Balance at June 30, 2010	$	1,060		$	1,778		$	433		$	3,271


⁽ⁱ⁾		North America — tax benefit arising on the exercise of fully vested HRH stock options which were issued as part of the acquisition of HRH in 2008.

Other Intangible Assets

6 Months Ended

Jun. 30, 2010

Other Intangible Assets [Abstract]

OTHER INTANGIBLE ASSETS


11.	OTHER INTANGIBLE ASSETS

Other intangible assets are classified into the following categories:


•	‘Customer and Marketing related’ includes


	•	Client Relationships,

	•	Client Lists,

	•	Non-compete Agreements,

	•	Trade Names; and


•	‘Contract based, Technology and Other’ includes all other purchased intangible assets.

The major classes of amortizable intangible assets are as follows:


	June 30, 2010							December 31, 2009
	Gross					Net		Gross					Net
	carrying		Accumulated			carrying		carrying		Accumulated			carrying
	amount		amortization			amount		amount		amortization			amount
	(millions)

Customer and Marketing Related:
Client Relationships	$	689	$	(170	)	$	519	$	691	$	(138	)	$	553
Client Lists		9		(7	)		2		9		(6	)		3
Non-compete Agreements		36		(32	)		4		36		(23	)		13
Trade Names		11		(10	)		1		11		(10	)		1

Total Customer and Marketing Related		745		(219	)		526		747		(177	)		570

Contract based, Technology and Other		4		(2	)		2		4		(2	)		2

Total amortizable intangible assets	$	749	$	(221	)	$	528	$	751	$	(179	)	$	572

The aggregate amortization of intangible assets for the six months ended June 30, 2010 was $42 million (2009: $47 million), of which $21 million was recognized in the three months ended June 30, 2010 (2009: $23 million). The total amortizable intangible assets are expected to be amortized over the following periods:


	Remainder of
	2010		2011		2012		2013		2014		Thereafter		Total
					(millions)

Amortization of intangible assets	$	39	$	67	$	61	$	56	$	50	$	255	$	528

Debt

6 Months Ended

Jun. 30, 2010

Debt [Abstract]

DEBT


12.	DEBT

Short-term debt consists of the following:


	June 30,		December 31,
	2010		2009
	(millions)

Current portion of 5-year term loan facility	$	110	$	110
5.125% senior notes due 2010		83		90
6.000% loan notes due 2010		—		9

	$	193	$	209

Long-term debt consists of the following:


	June 30,		December 31,
	2010		2009
	(millions)

5-year term loan facility	$	356	$	411
Revolving credit facility		30		—
6.000% senior notes due 2012		4		4
5.625% senior notes due 2015		364		350
12.875% senior notes due 2016		500		500
6.200% senior notes due 2017		600		600
7.000% senior notes due 2019		300		300

	$	2,154	$	2,165

During the six months ended June 30, 2010, the Company entered into a series of interest rate swaps for a total notional amount of $350 million to receive a fixed rate and pay a variable rate on a semi-annual basis, with a maturity date of July 15, 2015. The Company has designated and accounts for these instruments as fair value hedges against its $350 million 5.625% senior notes due 2015. The fair values of the interest rate swaps are included within other assets or other liabilities and the fair value of the hedged element of the senior notes is included within the principal amount of the debt.

The 5-year term loan facility bears interest at LIBOR plus 2.250% and is repayable at $27 million per quarter, with a final payment of $115 million due in the fourth quarter of 2013. Drawings under the revolving credit facility also bear interest at LIBOR plus 2.250% and the facility expires on October 1, 2013.

Supplemental Disclosures of Cash Flow Information

6 Months Ended

Jun. 30, 2010

Supplemental Disclosures of Cash Flow Information [Abstract]

SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION


13.	SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION

Supplemental disclosures regarding cash flow information and non-cash flow investing and financing activities are as follows:


	Six months ended
	June 30,
	2010		2009
	(millions)

Supplemental disclosures of cash flow information:
Cash payments for income taxes, net of cash received	$	56	$	66
Cash payments for interest		82		76

Supplemental disclosures of non-cash flow investing and financing activities:
Issue of stock on acquisitions of subsidiaries	$	—	$	1
Issue of stock on acquisitions of noncontrolling interests		—		10

Acquisitions:
Fair value of assets acquired	$	1	$	6
Less: Liabilities assumed		—		(35	)

Net assets (liabilities) acquired, net of cash acquired	$	1	$	(29	)

Comprehensive Income

6 Months Ended

Jun. 30, 2010

Comprehensive Income [Abstract]

COMPREHENSIVE INCOME


14.	COMPREHENSIVE INCOME

a) The components of comprehensive income are as follows:


	Three months ended June 30,						Six months ended June 30,
	2010			2009			2010			2009
				(millions)

Net income	$	91		$	91		$	302		$	292
Other comprehensive income, net of tax:
Foreign currency translation adjustment (net of tax of $nil, $nil, $nil and $nil)		(29	)		4			(35	)		5
Pension funding adjustment (net of tax of $(2) million, $1 million, $(5) million and $(2) million)		6			—			12			6
Net unrealized gain on derivative instruments (net of tax of $(2) million, $(10) million, $(2) million and $(17) million)		7			26			7			43

Other comprehensive (loss) income (net of tax of $(4) million, $(9) million, $(7) million and $(19) million)		(16	)		30			(16	)		54

Comprehensive income		75			121			286			346
Noncontrolling interests		(2	)		(4	)		(9	)		(12	)

Comprehensive income attributable to Willis Group Holdings	$	73		$	117		$	277		$	334

b) The components of accumulated other comprehensive loss, net of tax, are as follows:


	June 30,			December 31,
	2010			2009
	(millions)

Net foreign currency translation adjustment	$	(81	)	$	(46	)
Net unrealized holding loss		(2	)		(2	)
Pension funding adjustment		(542	)		(554	)
Net unrealized gain on derivative instruments		15			8

Accumulated other comprehensive loss, attributable to Willis Group Holdings	$	(610	)	$	(594	)

- Definition

This label may include the following: 1) the amount of income tax expense or benefit allocated to each component of other comprehensive income, including reclassification adjustments, 2) the reclassification adjustments for each classification of other comprehensive income and 3) the ending accumulated balances for each component of comprehensive income. Components of comprehensive income include: (1) foreign currency translation adjustments; (2) gains and losses on foreign currency transactions that are designated as, and are effective as, economic hedges of a net investment in a foreign entity; (3) gains and losses on intercompany foreign currency transactions that are of a long-term-investment nature, when the entities to the transaction are consolidated, combined, or accounted for by the equity method in the reporting enterprise's financial statements; (4) change in the market value of a futures contract that qualifies as a hedge of an asset reported at fair value; (5) unrealized holding gains and losses on available-for-sale securities and that resulting from transfers of debt securities from the held-to-maturity category to the available-for-sale category; (6) a net loss recognized as an additional pension liability not yet recognized as net periodic pension cost; and (7) the net gain or loss and net prior service cost or credit for pension plans and other postretirement benefit plans.

+ References+ Details

Equity and Noncontrolling Interests

6 Months Ended

Jun. 30, 2010

Equity and Noncontrolling Interests [Abstract]

EQUITY AND NONCONTROLLING INTERESTS


15.	EQUITY AND NONCONTROLLING INTERESTS

The components of equity and noncontrolling interests are as follows:


	June 30, 2010									June 30, 2009
	Willis									Willis
	Group									Group
	Holdings			Noncontrolling			Total			Holdings			Noncontrolling			Total
	stockholders			interests			equity			stockholders			interests			equity
	(millions)

Balance at beginning of period	$	2,180		$	49		$	2,229		$	1,845		$	50		$	1,895
Comprehensive income:
Net income		293			9			302			280			12			292
Other comprehensive (loss) income, net of tax		(16	)		—			(16	)		54			—			54

Comprehensive income		277			9			286			334			12			346
Dividends		(89	)		(22	)		(111	)		(87	)		(9	)		(96	)
Additional paid-in capital		33			—			33			22			—			22
Purchase of subsidiary shares from noncontrolling interests		—			(4	)		(4	)		—			(9	)		(9	)
Foreign currency translation		—			(4	)		(4	)		—			—			—

Balance at end of period	$	2,401		$	28		$	2,429		$	2,114		$	44		$	2,158

The effects on equity of changes in Willis Group Holdings ownership interest in its subsidiaries are as follows:


	June 30,			June 30,
	2010			2009
	(millions)

Net income attributable to Willis Group Holdings	$	293		$	280

Transfers from noncontrolling interest:
Decrease in Willis Group Holdings’ paid-in capital for purchase of noncontrolling interests		(14	)		(15	)

Net transfers from noncontrolling interest		(14	)		(15	)

Change from net income attributable to Willis Group Holdings and transfers from noncontrolling interests	$	279		$	265

- Definition

Disclosures related to accounts comprising shareholders' equity, including other comprehensive income. Includes: (1) balances of common stock, preferred stock, additional paid-in capital, other capital and retained earnings; (2) accumulated balance for each classification of other comprehensive income and total amount of comprehensive income; (3) amount and nature of changes in separate accounts, including the number of shares authorized and outstanding, number of shares issued upon exercise and conversion, and for other comprehensive income, the adjustments for reclassifications to net income; (4) rights and privileges of each class of stock authorized; (5) basis of treasury stock, if other than cost, and amounts paid and accounting treatment for treasury stock purchased significantly in excess of market; (6) dividends paid or payable per share and in the aggregate for each class of stock for each period presented; (7) dividend restrictions and accumulated preferred dividends in arrears (in aggregate and per share amount); (8) retained earnings appropriations or restrictions, such as dividend restrictions; (9) impact of change in accounting principle, initial adoption of new accounting principle and correction of an error in previously issued financial statements; (10) shares held in trust for Employee Stock Ownership Plan (ESOP); (11) deferred compensation related to issuance of capital stock; (12) note received for issuance of stock; (13) unamortized discount on shares; (14) description, terms and number of warrants or rights outstanding; (15) shares under subscription and subscription receivables; effective date of new retained earnings after quasi-reorganization and deficit eliminated by quasi-reorganization and, for a period of at least ten years after the effective date, the point in time from which the new retained dates; and (16) retroactive effective of subsequent change in capital structure.

+ References+ Details

Segment Information

6 Months Ended

Jun. 30, 2010

Segment Information [Abstract]

SEGMENT INFORMATION


16.	SEGMENT INFORMATION

During the periods presented, the Company operated through three segments: Global, North America and International. Global provides specialist brokerage and consulting services to clients worldwide for specific industrial and commercial activities and is organized by specialism. North America and International predominantly comprise our retail operations which provide services to small, medium and major corporates, accessing Global’s specialist expertise when required.

The Company evaluates the performance of its operating segments based on organic revenue growth and operating income. For internal reporting and segmental reporting, the following items for which segmental management are not held accountable are excluded from segmental expenses:


	i)	costs of the holding company;

	ii)	foreign exchange loss from the devaluation of the Venezuelan currency;

	iii)	foreign exchange hedging activities, foreign exchange movements on the UK pension plan asset and foreign exchange gains and losses from currency purchases and sales;

	iv)	amortization of intangible assets;

	v)	gains and losses on the disposal of operations and major properties;

	vi)	significant legal and regulatory settlements which are managed centrally;

	vii)	integration costs associated with the acquisition of HRH; and

	viii)	costs associated with the redomicile of the Company’s parent company from Bermuda to Ireland.

The accounting policies of the operating segments are consistent with those described in Note 2 — Basis of Presentation and Significant Accounting Policies to the Company’s current Report on Form 10-K for the year ended December 31, 2009. There are no inter-segment revenues, with segments operating on a revenue-sharing basis equivalent to that used when sharing business with other third-party brokers.

Selected information regarding the Company’s operating segments is as follows:


	Three months ended June 30, 2010
														Interest in
									Depreciation					Earnings of
	Commissions		Investment		Other		Total		and		Operating			Associates,
	and Fees		Income		Income		Revenues		Amortization		Income			net of tax
	(millions)

Global	$	216	$	1	$	—	$	217	$	5	$	69		$	—

North America		326		5		—		331		6		68			—
International		247		4		—		251		5		59			(2	)

Total Retail		573		9		—		582		11		127			(2	)

Total Operating Segments		789		10		—		799		16		196			(2	)
Corporate and Other⁽ⁱ⁾		—		—		—		—		21		(27	)		—

Total Consolidated	$	789	$	10	$	—	$	799	$	37	$	169		$	(2	)


	Three months ended June 30, 2009
														Interest in
									Depreciation					Earnings of
	Commissions		Investment		Other		Total		and		Operating			Associates,
	and Fees		Income		Income		Revenues		Amortization		Income			net of tax
	(millions)

Global	$	207	$	2	$	—	$	209	$	3	$	74		$	—

North America		332		4		—		336		6		75			—
International		233		6		—		239		5		55			—

Total Retail		565		10		—		575		11		130			—

Total Operating Segments		772		12		—		784		14		204			—
Corporate and Other⁽ⁱ⁾		—		—		—		—		23		(39	)		—

Total Consolidated	$	772	$	12	$	—	$	784	$	37	$	165		$	—


	Six months ended June 30, 2010
														Interest in
									Depreciation					Earnings of
	Commissions		Investment		Other		Total		and		Operating			Associates,
	and Fees		Income		Income		Revenues		Amortization		Income			net of tax
	(millions)

Global	$	517	$	3	$	—	$	520	$	9	$	207		$	—

North America		687		9		—		696		12		161			—
International		548		7		—		555		10		162			18

Total Retail		1,235		16		—		1,251		22		323			18

Total Operating Segments		1,752		19		—		1,771		31		530			18
Corporate and Other⁽ⁱ⁾		—		—		—		—		42		(60	)		—

Total Consolidated	$	1,752	$	19	$	—	$	1,771	$	73	$	470		$	18


	Six months ended June 30, 2009
														Interest in
									Depreciation					Earnings of
	Commissions		Investment		Other		Total		and		Operating			Associates,
	and Fees		Income		Income		Revenues		Amortization		Income			net of tax
	(millions)

Global	$	482	$	5	$	—	$	487	$	6	$	201		$	—

North America		703		8		2		713		11		169			—
International		502		12		—		514		11		151			26

Total Retail		1,205		20		2		1,227		22		320			26

Total Operating Segments		1,687		25		2		1,714		28		521			26
Corporate and Other⁽ⁱ⁾		—		—		—		—		47		(82	)		—

Total Consolidated	$	1,687	$	25	$	2	$	1,714	$	75	$	439		$	26


⁽ⁱ⁾		Corporate and Other includes the costs of the holding company, foreign exchange loss from the devaluation of the Venezuelan currency, foreign exchange hedging activities, foreign exchange movements on the UK pension plan asset, foreign exchange gains and losses from currency purchases and sales, amortization of intangible assets, gains and losses on disposal of operations and major properties, significant legal and regulatory settlements, integration costs associated with the acquisition of HRH and the costs associated with the redomicile of the Company’s parent company from Bermuda to Ireland.

The following table reconciles total consolidated operating income, as disclosed in the operating segment tables above, to consolidated income from continuing operations before income taxes and interest in earnings of associates:


	Three months ended						Six months ended
	June 30,						June 30,
	2010			2009			2010			2009
	(millions)

Total consolidated operating income	$	169		$	165		$	470		$	439
Interest expense		(41	)		(43	)		(84	)		(81	)

Income from continuing operations before income taxes and interest in earnings of associates	$	128		$	122		$	386		$	358

The Company does not routinely evaluate the total asset position by segment, and the following allocations have been made based on reasonable estimates and assumptions:


	June 30,		December 31,
	2010		2009
	(millions)

Total assets:
Global	$	11,192	$	9,542

North America		3,954		4,408
International		1,755		2,246

Total Retail		5,709		6,654

Total Operating Segments		16,901		16,196
Corporate and Other		119		(573	)

Total Consolidated	$	17,020	$	15,623

Financial Information for Parent Guarantor, Other Guarantor Subsidiaries and Non-Guarantor Subsidiaries One

6 Months Ended

Jun. 30, 2010

Financial Information for Parent Guarantor, Other Guarantor Subsidiaries and Non-Guarantor Subsidiaries [Abstract]

FINANCIAL INFORMATION FOR PARENT GUARANTOR, OTHER GUARANTOR SUBSIDIARIES AND NON-GUARANTOR SUBSIDIARIES


17.	FINANCIAL INFORMATION FOR PARENT GUARANTOR, OTHER GUARANTOR SUBSIDIARIES AND NON-GUARANTOR SUBSIDIARIES

On July 1, 2005, Willis North America Inc. (‘Willis North America’) issued senior notes totaling $600 million under its February 2004 registration statement. On March 28, 2007, Willis North America issued further senior notes totaling $600 million under its June 2006 registration statement. On September 29, 2009, Willis North America issued senior notes totaling $300 million under its June 2009 registration statement. The debt securities are jointly and severally, irrevocably and fully and unconditionally guaranteed by Willis Group Holdings, Willis Netherlands Holdings B.V., Willis Investment UK Holdings Limited, Willis Group Limited, Trinity Acquisition plc, TA I Limited, TA II Limited, TA III Limited and TA IV Limited.

Presented below is unaudited condensed consolidating financial information for:


	i)	Willis Group Holdings, which is a guarantor, on a parent company only basis;

	ii)	the Other Guarantors, which are all 100 percent directly or indirectly owned subsidiaries of the parent;

	iii)	the Issuer, Willis North America;

	iv)	Other, which are the non-guarantor subsidiaries, on a combined basis;

	v)	Consolidating adjustments; and

	vi)	Consolidated Company.

The equity method has been used for all investments in subsidiaries in the unaudited condensed consolidating balance sheets of Willis Group Holdings, the Other Guarantors and the Issuer. Investments in subsidiaries in the unaudited condensed consolidating balance sheet for Other represents the cost of investment in subsidiaries recorded in the parent companies of the non-guarantor subsidiaries.

The entities included in the Other Guarantors column are Willis Netherlands Holdings B.V., Willis Investment UK Holdings Limited, Trinity Acquisition plc, TA I Limited, TA II Limited, TA III Limited, TA IV Limited and Willis Group Limited.

Condensed Consolidating Statement of Operations


	Three months ended June 30, 2010
	Willis
	Group			The Other									Consolidating
	Holdings			Guarantors			The Issuer			Other			adjustments			Consolidated
	(millions)

REVENUES
Commissions and fees	$	—		$	—		$	—		$	789		$	—		$	789
Investment income		—			2			—			13			(5	)		10
Other income		—			—			—			—			—			—

Total revenues		—			2			—			802			(5	)		799

EXPENSES
Salaries and benefits		—			—			—			(466	)		10			(456	)
Other operating expenses		369			8			(61	)		(436	)		(15	)		(135	)
Depreciation expense		—			—			(2	)		(14	)		—			(16	)
Amortization of intangible assets		—			—			—			(21	)		—			(21	)
Gain on disposal		—			—			—			2,433			(2,435	)		(2	)

Total expenses		369			8			(63	)		1,496			(2,440	)		(630	)

OPERATING INCOME (LOSS)		369			10			(63	)		2,298			(2,445	)		169
Investment income from Group undertakings		—			218			117			65			(400	)		—
Interest expense		—			(79	)		(38	)		(154	)		230			(41	)

INCOME FROM CONTINUING OPERATIONS BEFORE INCOME TAXES AND INTEREST IN LOSS OF ASSOCIATES		369			149			16			2,209			(2,615	)		128
Income taxes		—			(7	)		16			(45	)		1			(35	)

INCOME FROM CONTINUING OPERATIONS BEFORE INTEREST IN LOSS OF ASSOCIATES		369			142			32			2,164			(2,614	)		93
Interest in loss of associates, net of tax		—			—			—			(6	)		4			(2	)

INCOME FROM CONTINUING OPERATIONS		369			142			32			2,158			(2,610	)		91
Discontinued operations, net of tax		—			—			—			—			—			—

NET INCOME		369			142			32			2,158			(2,610	)		91
Less: Net income attributable to noncontrolling interests		—			—			—			—			(2	)		(2	)
EQUITY ACCOUNT FOR SUBSIDIARIES		(280	)		97			(35	)		—			218			—

NET INCOME (LOSS) ATTRIBUTABLE TO WILLIS GROUP HOLDINGS	$	89		$	239		$	(3	)	$	2,158		$	(2,394	)	$	89

Condensed Consolidating Statement of Operations


	Three months ended June 30, 2009
	Willis
	Group		The Other									Consolidating
	Holdings		Guarantors			The Issuer			Other			adjustments			Consolidated
	(millions)

REVENUES
Commissions and fees	$	—	$	—		$	—		$	772		$	—		$	772
Investment income		—		—			2			(93	)		103			12
Other income		—		—			—			—			—			—

Total revenues		—		—			2			679			103			784

EXPENSES
Salaries and benefits		—		—			—			(445	)		2			(443	)
Other operating expenses		1		79			32			(241	)		(10	)		(139	)
Depreciation expense		—		—			(2	)		(12	)		—			(14	)
Amortization of intangible assets		—		—			—			(26	)		3			(23	)

Total expenses		1		79			30			(724	)		(5	)		(619	)

OPERATING INCOME (LOSS)		1		79			32			(45	)		98			165
Investment income from Group undertakings		23		100			22			175			(320	)		—
Interest expense		—		(113	)		(46	)		(59	)		175			(43	)

INCOME FROM CONTINUING OPERATIONS BEFORE INCOME TAXES AND INTEREST IN EARNINGS OF ASSOCIATES		24		66			8			71			(47	)		122
Income taxes		—		(18	)		(4	)		(18	)		9			(31	)

INCOME FROM CONTINUING OPERATIONS BEFORE INTEREST IN EARNINGS OF ASSOCIATES		24		48			4			53			(38	)		91
Interest in earnings of associates, net of tax		—		—			—			—			—			—

INCOME FROM CONTINUING OPERATIONS		24		48			4			53			(38	)		91
Discontinued operations, net of tax		—		—			—			—			—			—

NET INCOME		24		48			4			53			(38	)		91
Less: Net income attributable to noncontrolling interests		—		—			—			(1	)		(3	)		(4	)
EQUITY ACCOUNT FOR SUBSIDIARIES		63		(46	)		137			—			(154	)		—

NET INCOME ATTRIBUTABLE TO WILLIS GROUP HOLDINGS	$	87	$	2		$	141		$	52		$	(195	)	$	87

Condensed Consolidating Statement of Operations


	Six months ended June 30, 2010
	Willis
	Group			The Other									Consolidating
	Holdings			Guarantors			The Issuer			Other			adjustments			Consolidated
	(millions)

REVENUES
Commissions and fees	$	—		$	—		$	—		$	1,752		$	—		$	1,752
Investment income		—			5			1			18			(5	)		19
Other income		—			—			—			—			—			—

Total revenues		—			5			1			1,770			(5	)		1,771

EXPENSES
Salaries and benefits		—			—			—			(957	)		15			(942	)
Other operating expenses		565			(26	)		(59	)		(730	)		(34	)		(284	)
Depreciation expense		—			—			(4	)		(27	)		—			(31	)
Amortization of intangible assets		—			—			—			(42	)		—			(42	)
Gain on disposal		—			—			—			2,435			(2,437	)		(2	)

Total expenses		565			(26	)		(63	)		679			(2,456	)		(1,301	)

OPERATING INCOME (LOSS)		565			(21	)		(62	)		2,449			(2,461	)		470
Investment income from Group undertakings		—			551			173			488			(1,212	)		—
Interest expense		—			(211	)		(80	)		(211	)		418			(84	)

INCOME FROM CONTINUING OPERATIONS BEFORE INCOME TAXES AND INTEREST IN EARNINGS OF ASSOCIATES		565			319			31			2,726			(3,255	)		386
Income taxes		—			(4	)		9			(119	)		12			(102	)

INCOME FROM CONTINUING OPERATIONS BEFORE INTEREST IN EARNINGS OF ASSOCIATES		565			315			40			2,607			(3,243	)		284
Interest in earnings of associates, net of tax		—			—			—			14			4			18

INCOME FROM CONTINUING OPERATIONS		565			315			40			2,621			(3,239	)		302
Discontinued operations, net of tax		—			—			—			—			—			—

NET INCOME		565			315			40			2,621			(3,239	)		302
Less: Net income attributable to noncontrolling interests		—			—			—			(3	)		(6	)		(9	)
EQUITY ACCOUNT FOR SUBSIDIARIES		(272	)		132			(30	)		—			170			—

NET INCOME ATTRIBUTABLE TO WILLIS GROUP HOLDINGS	$	293		$	447		$	10		$	2,618		$	(3,075	)	$	293

Condensed Consolidating Statement of Operations


	Six months ended June 30, 2009
	Willis
	Group		The Other									Consolidating
	Holdings		Guarantors			The Issuer			Other			adjustments			Consolidated
	(millions)

REVENUES
Commissions and fees	$	—	$	—		$	—		$	1,687		$	—		$	1,687
Investment income		—		—			4			21			—			25
Other income		—		—			—			2			—			2

Total revenues		—		—			4			1,710			—			1,714

EXPENSES
Salaries and benefits		—		—			—			(928	)		5			(923	)
Other operating expenses		—		69			43			(386	)		(3	)		(277	)
Depreciation expense		—		—			(4	)		(24	)		—			(28	)
Amortization of intangible assets		—		—			—			(47	)		—			(47	)

Total expenses		—		69			39			(1,385	)		2			(1,275	)

OPERATING INCOME		—		69			43			325			2			439
Investment income from Group undertakings		45		193			138			181			(557	)		—
Interest expense		—		(199	)		(84	)		(211	)		413			(81	)

INCOME FROM CONTINUING OPERATIONS BEFORE INCOME TAXES AND INTEREST IN EARNINGS OF ASSOCIATES		45		63			97			295			(142	)		358
Income taxes		—		(18	)		(3	)		(79	)		7			(93	)

INCOME FROM CONTINUING OPERATIONS BEFORE INTEREST IN EARNINGS OF ASSOCIATES		45		45			94			216			(135	)		265
Interest in earnings of associates, net of tax		—		—			—			26			—			26

INCOME FROM CONTINUING OPERATIONS		45		45			94			242			(135	)		291
Discontinued operations, net of tax		—		—			—			1			—			1

NET INCOME		45		45			94			243			(135	)		292
Less: Net income attributable to noncontrolling interests		—		—			—			(3	)		(9	)		(12	)
EQUITY ACCOUNT FOR SUBSIDIARIES		235		129			34			—			(398	)		—

NET INCOME ATTRIBUTABLE TO WILLIS GROUP HOLDINGS	$	280	$	174		$	128		$	240		$	(542	)	$	280

Condensed Consolidating Balance Sheet


	As at June 30, 2010
	Willis
	Group		The Other								Consolidating
	Holdings		Guarantors			The Issuer		Other			adjustments			Consolidated
	(millions)

ASSETS
Cash and cash equivalents	$	—	$	—		$	81	$	58		$	—		$	139
Fiduciary funds — restricted		—		—			—		1,977			—			1,977
Accounts receivable		3,726		5,776			4,231		12,443			(16,489	)		9,687
Fixed assets		—		—			44		304			(2	)		346
Goodwill		—		—			—		1,715			1,556			3,271
Other intangible assets		—		—			—		498			30			528
Investments in associates		—		—			—		(48	)		199			151
Deferred tax assets		—		—			—		110			(19	)		91
Pension benefits asset		—		—			—		121			—			121
Other assets		19		254			59		969			(592	)		709
Investments in subsidiaries		2,369		3,781			1,066		3,831			(11,047	)		—

TOTAL ASSETS	$	6,114	$	9,811		$	5,481	$	21,978		$	(26,364	)	$	17,020

LIABILITIES AND EQUITY
Accounts payable	$	3,668	$	10,573		$	3,107	$	10,250		$	(16,623	)	$	10,975
Deferred revenue and accrued expenses		—		—			—		273			(33	)		240
Deferred tax liabilities		—		3			19		25			(19	)		28
Income taxes payable		—		128			—		263			(298	)		93
Short-term debt		—		—			193		—			—			193
Long-term debt		—		500			1,650		4			—			2,154
Liability for pension benefits		—		—			—		171			—			171
Other liabilities		45		14			40		621			17			737

Total liabilities		3,713		11,218			5,009		11,607			(16,956	)		14,591

Total Willis Group Holdings stockholders’ equity		2,401		(1,407	)		472		10,366			(9,431	)		2,401
Noncontrolling interests		—		—			—		5			23			28

Total equity		2,401		(1,407	)		472		10,371			(9,408	)		2,429

TOTAL LIABILITIES AND EQUITY	$	6,114	$	9,811		$	5,481	$	21,978		$	(26,364	)	$	17,020

Condensed Consolidating Balance Sheet


	As at December 31, 2009
	Willis
	Group		The Other						Consolidating
	Holdings		Guarantors		The Issuer		Other		adjustments			Consolidated
	(millions)

ASSETS
Cash and cash equivalents	$	—	$	—	$	104	$	87	$	—		$	191
Fiduciary funds — restricted		—		—		—		1,683		—			1,683
Accounts receivable		—		4,428		4,185		9,294		(9,269	)		8,638
Fixed assets		—		—		35		317		—			352
Goodwill		—		—		—		1,722		1,555			3,277
Other intangible assets		—		—		—		542		30			572
Investments in associates		—		—		—		76		80			156
Deferred tax assets		—		—		—		97		(15	)		82
Pension benefits asset		—		—		—		69		—			69
Other assets		—		99		35		909		(440	)		603
Investments in subsidiaries		2,180		3,693		1,132		3,867		(10,872	)		—

TOTAL ASSETS	$	2,180	$	8,220	$	5,491	$	18,663	$	(18,931	)	$	15,623


LIABILITIES AND EQUITY
Accounts payable	$	—	$	6,887	$	3,169	$	9,042	$	(9,412	)	$	9,686
Deferred revenue and accrued expenses		—		—		—		324		(23	)		301
Deferred tax liabilities		—		—		15		29		(15	)		29
Income taxes payable		—		86		—		205		(245	)		46
Short-term debt		—		—		200		9		—			209
Long-term debt		—		500		1,661		4		—			2,165
Liability for pension benefits		—		—		—		187		—			187
Other liabilities		—		—		40		715		16			771

Total liabilities		—		7,473		5,085		10,515		(9,679	)		13,394

Total Willis Group Holdings stockholders’ equity		2,180		747		406		8,144		(9,297	)		2,180
Noncontrolling interests		—		—		—		4		45			49

Total equity		2,180		747		406		8,148		(9,252	)		2,229

TOTAL LIABILITIES AND EQUITY	$	2,180	$	8,220	$	5,491	$	18,663	$	(18,931	)	$	15,623

Condensed Consolidating Statement of Cash Flows


	Six months ended June 30, 2010
	Willis
	Group			The Other									Consolidating
	Holdings			Guarantors			The Issuer			Other			adjustments			Consolidated
	(millions)

NET CASH PROVIDED BY (USED IN) OPERATING ACTIVITIES	$	569		$	321		$	42		$	(20	)	$	(756	)	$	156

CASH FLOWS FROM INVESTING ACTIVITIES
Proceeds on disposal of fixed and intangible assets		—			—			—			4			—			4
Additions to fixed assets		—			—			(13	)		(32	)		—			(45	)
Acquisitions of subsidiaries, net of cash acquired		—			—			—			(15	)		—			(15	)
Acquisitions of investments in associates		—			—			—			(1	)		—			(1	)
Proceeds on sale of short-term investments		—			—			—			—			—			—

Net cash used in investing activities		—			—			(13	)		(44	)		—			(57	)

CASH FLOWS FROM FINANCING ACTIVITIES
Proceeds from draw down of revolving credit facility		—			—			30			—			—			30
Proceeds from issue of short-term debt, net of debt issuance costs		—			—			—			—			—			—
Repayments of debt		—			—			(61	)		(9	)		—			(70	)
Senior notes issued, net of debt issuance costs		—			—			—			—			—			—
Proceeds from issue of shares		17			—			—			—			—			17
Amounts owed by and to Group undertakings		(542	)		(189	)		(21	)		752			—			—
Excess tax benefits from share-based payment arrangements		—			—			—			1			—			1
Dividends paid		(44	)		(132	)		—			(669	)		756			(89	)
Acquisition of noncontrolling interests		—			—			—			(4	)		—			(4	)
Dividends paid to noncontrolling interests		—			—			—			(22	)		—			(22	)

Net cash (used in) provided by financing activities		(569	)		(321	)		(52	)		49			756			(137	)

DECREASE IN CASH AND CASH EQUIVALENTS		—			—			(23	)		(15	)		—			(38	)
Effect of exchange rate changes on cash and cash equivalents		—			—			—			(14	)		—			(14	)
CASH AND CASH EQUIVALENTS, BEGINNING OF PERIOD		—			—			104			87			—			191

CASH AND CASH EQUIVALENTS, END OF PERIOD	$	—		$	—		$	81		$	58		$	—		$	139

Cash and cash equivalents reported as discontinued operations		—			—			—			—			—			—

Cash and cash equivalents reported as continuing operations	$	—		$	—		$	81		$	58		$	—		$	139

Condensed Consolidating Statement of Cash Flows


	Six months ended June 30, 2009
	Willis
	Group			The Other									Consolidating
	Holdings			Guarantors			The Issuer			Other			adjustments			Consolidated
	(millions)

NET CASH PROVIDED BY OPERATING ACTIVITIES	$	48		$	42		$	143		$	3		$	(28	)	$	208

CASH FLOWS FROM INVESTING ACTIVITIES
Proceeds on disposal of fixed and intangible assets		—			—			—			9			—			9
Additions to fixed assets		—			—			(9	)		(29	)		—			(38	)
Acquisitions of subsidiaries, net of cash acquired		—			—			—			(3	)		—			(3	)
Acquisitions of investments in associates		—			—			—			(41	)		—			(41	)
Proceeds from sale of operations, net of cash disposed		—			—			—			37			—			37
Proceeds on sale of short-term investments		—			—			—			21			—			21

Net cash used in investing activities		—			—			(9	)		(6	)		—			(15	)

CASH FLOWS FROM FINANCING ACTIVITIES
Proceeds from draw down of revolving credit facility		—			—			95			—			—			95
Proceeds from issue of short-term debt, net of debt issuance costs		—			—			—			1			—			1
Repayments of debt		—			—			(750	)		—			—			(750	)
Senior notes issued, net of debt issuance costs		—			482			—			—			—			482
Proceeds from issue of shares		12			—			—			—			—			12
Amounts owed by and to Group undertakings		42			(524	)		532			(50	)		—			—
Dividends paid		(87	)		—			—			(28	)		28			(87	)
Acquisition of noncontrolling interests		(12	)		—			—			(2	)		—			(14	)
Dividends paid to noncontrolling interests		—			—			—			(9	)		—			(9	)

Net cash used in financing activities		(45	)		(42	)		(123	)		(88	)		28			(270	)

INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS		3			—			11			(91	)		—			(77	)
Effect of exchange rate changes on cash and cash equivalents		—			—			—			4			—			4
CASH AND CASH EQUIVALENTS, BEGINNING OF PERIOD		—			—			—			176			—			176

CASH AND CASH EQUIVALENTS, END OF PERIOD	$	3		$	—		$	11		$	89		$	—		$	103

Cash and cash equivalents — reported as discontinued operations		—			—			—			—			—			—

Cash and cash equivalents — continuing operations	$	3		$	—		$	11		$	89		$	—		$	103

- Definition

Text block that encapsulates the detailed table comprising the condensed financial statements (balance sheet, income statement and statement of cash flows), normally using the registrant (parent) as the sole domain member. If condensed consolidating financial statements are being presented, other domain members (in addition to parent) such as guarantor subsidiaries, non-guarantor subsidiaries, and the consolidation eliminations, will be included in order that the respective monetary amounts for each of the domains will aggregate to the respective amounts on the consolidated financial statements. The line items are the various captions used to compile the condensed financial statements. Using extensions, most, if not all, of the elements representing condensed financial statement captions will be the same as those used for the consolidated financial statements captions.

+ References+ Details

Financial Information for Parent Guarantor, Other Guarantor Subsidiaries and Non-Guarantor Subsidiaries Two

6 Months Ended

Jun. 30, 2010

Financial Information for Parent Guarantor, Other Guarantor Subsidiaries and Non-Guarantor Subsidiaries [Abstract]

FINANCIAL INFORMATION FOR PARENT GUARANTOR, OTHER GUARANTOR SUBSIDIARIES AND NON-GUARANTOR SUBSIDIARIES


18.	FINANCIAL INFORMATION FOR PARENT GUARANTOR, OTHER GUARANTOR SUBSIDIARIES AND NON-GUARANTOR SUBSIDIARIES

In March 2009, Trinity Acquisition plc issued senior notes totaling $500 million in a private transaction. The debt securities are jointly and severally, irrevocably and fully and unconditionally guaranteed by Willis Group Holdings, Willis Netherlands B.V., Willis Investment UK Holdings Limited, TA I Limited, TA II Limited, TA III Limited, TA IV Limited, Willis Group Limited and Willis North America. This debt has not been registered with the Securities and Exchange Commission. If and when registered, any necessary financial statements will be provided.

The Company filed a shelf registration on Form S-3 under which Willis Group Holdings may offer debt securities, preferred stock, ordinary stock and other securities. In addition, Trinity Acquisition plc may offer debt securities (‘the Subsidiary Debt Securities’). The Subsidiary Debt Securities, if issued, will be guaranteed by certain of the Company’s subsidiaries.

Presented below is unaudited condensed consolidating financial information required under the existing shelf registration for:


	(i)	Willis Group Holdings, which will be a guarantor, on a parent company only basis;

	(ii)	the Other Guarantors, which are all 100 percent directly or indirectly owned subsidiaries of the parent;

	(iii)	the Issuer, Trinity Acquisition plc;

	(iv)	Other, which are the non-guarantor subsidiaries, on a combined basis;

	(v)	Consolidating adjustments; and

	(vi)	Consolidated Company.

The equity method has been used for investments in subsidiaries in the unaudited condensed consolidating balance sheets of Willis Group Holdings, the Other Guarantors and the Issuer. Investments in subsidiaries in the unaudited condensed consolidating balance sheet for Other, represents the cost of investment in subsidiaries recorded in the parent companies of the non-guarantor subsidiaries.

The entities included in the Other Guarantors column are Willis Netherlands Holdings B.V., Willis Investment UK Holdings Limited, TA I Limited, TA II Limited and TA III Limited.

Condensed Consolidating Statement of Operations


	Three months ended June 30, 2010
	Willis
	Group			The Other									Consolidating
	Holdings			Guarantors			The Issuer			Other			adjustments			Consolidated
	(millions)

REVENUES
Commissions and fees	$	—		$	—		$	—		$	789		$	—		$	789
Investment income		—			2			—			13			(5	)		10
Other income		—			—			—			—			—			—

Total revenues		—			2			—			802			(5	)		799

EXPENSES
Salaries and benefits		—			—			—			(466	)		10			(456	)
Other operating expenses		369			11			2			(502	)		(15	)		(135	)
Depreciation expense		—			—			—			(16	)		—			(16	)
Amortization of intangible assets		—			—			—			(21	)		—			(21	)
Gain on disposal		—			—			—			2,433			(2,435	)		(2	)

Total expenses		369			11			2			1,428			(2,440	)		(630	)

OPERATING INCOME		369			13			2			2,230			(2,445	)		169
Investment income from Group undertakings		—			162			30			208			(400	)		—
Interest expense		—			(43	)		3			(231	)		230			(41	)

INCOME FROM CONTINUING OPERATIONS BEFORE INCOME TAXES AND INTEREST IN LOSS OF ASSOCIATES		369			132			35			2,207			(2,615	)		128
Income taxes		—			(1	)		(10	)		(25	)		1			(35	)

INCOME FROM CONTINUING OPERATIONS BEFORE INTEREST IN LOSS OF ASSOCIATES		369			131			25			2,182			(2,614	)		93
Interest in loss of associates, net of tax		—			—			—			(6	)		4			(2	)

INCOME FROM CONTINUING OPERATIONS		369			131			25			2,176			(2,610	)		91
Discontinued operations, net of tax		—			—			—			—			—			—

NET INCOME		369			131			25			2,176			(2,610	)		91
Less: Net income attributable to noncontrolling interests		—			—			—			—			(2	)		(2	)
EQUITY ACCOUNT FOR SUBSIDIARIES		(280	)		108			36			—			136			—

NET INCOME ATTRIBUTABLE TO WILLIS GROUP HOLDINGS	$	89		$	239		$	61		$	2,176		$	(2,476	)	$	89

Condensed Consolidating Statement of Operations


	Three months ended June 30, 2009
	Willis
	Group		The Other									Consolidating
	Holdings		Guarantors			The Issuer			Other			adjustments			Consolidated
	(millions)

REVENUES
Commissions and fees	$	—	$	—		$	—		$	772		$	—		$	772
Investment income		—		—			—			(91	)		103			12
Other income		—		—			—			—			—			—

Total revenues		—		—			—			681			103			784

EXPENSES
Salaries and benefits		—		—			—			(445	)		2			(443	)
Other operating expenses		1		2			(22	)		(110	)		(10	)		(139	)
Depreciation expense		—		—			—			(14	)		—			(14	)
Amortization of intangible assets		—		—			—			(26	)		3			(23	)

Total expenses		1		2			(22	)		(595	)		(5	)		(619	)

OPERATING INCOME (LOSS)		1		2			(22	)		86			98			165
Investment income from Group undertakings		23		8			62			227			(320	)		—
Interest expense		—		(41	)		(32	)		(145	)		175			(43	)

INCOME (LOSS) FROM CONTINUING OPERATIONS BEFORE INCOME TAXES AND INTEREST IN EARNINGS OF ASSOCIATES		24		(31	)		8			168			(47	)		122
Income taxes		—		11			(5	)		(46	)		9			(31	)

INCOME (LOSS) FROM CONTINUING OPERATIONS BEFORE INTEREST IN EARNINGS OF ASSOCIATES		24		(20	)		3			122			(38	)		91
Interest in earnings of associates, net of tax		—		—			—			—			—			—

INCOME (LOSS) FROM CONTINUING OPERATIONS		24		(20	)		3			122			(38	)		91
Discontinued operations, net of tax		—		—			—			—			—			—

NET INCOME (LOSS)		24		(20	)		3			122			(38	)		91
Less: Net income attributable to noncontrolling interests		—		—			—			(1	)		(3	)		(4	)
EQUITY ACCOUNT FOR SUBSIDIARIES		63		(6	)		13			—			(70	)		—

NET INCOME ATTRIBUTABLE TO WILLIS GROUP HOLDINGS	$	87	$	(26	)	$	16		$	121		$	(111	)	$	87

Condensed Consolidating Statement of Operations


	Six months ended June 30, 2010
	Willis
	Group			The Other									Consolidating
	Holdings			Guarantors			The Issuer			Other			adjustments			Consolidated
	(millions)

REVENUES
Commissions and fees	$	—		$	—		$	—		$	1,752		$	—		$	1,752
Investment income		—			5			—			19			(5	)		19
Other income		—			—			—			—			—			—

Total revenues		—			5			—			1,771			(5	)		1,771

EXPENSES
Salaries and benefits		—			—			—			(957	)		15			(942	)
Other operating expenses		565			15			19			(849	)		(34	)		(284	)
Depreciation expense		—			—			—			(31	)		—			(31	)
Amortization of intangible assets		—			—			—			(42	)		—			(42	)
Gain on disposal		—			—			—			2,435			(2,437	)		(2	)

Total expenses		565			15			19			556			(2,456	)		(1,301	)

OPERATING INCOME		565			20			19			2,327			(2,461	)		470
Investment income from Group undertakings		—			192			111			909			(1,212	)		—
Interest expense		—			(83	)		(49	)		(370	)		418			(84	)

INCOME FROM CONTINUING OPERATIONS BEFORE INCOME TAXES AND INTEREST IN EARNINGS OF ASSOCIATES		565			129			81			2,866			(3,255	)		386
Income taxes		—			(1	)		(22	)		(91	)		12			(102	)

INCOME FROM CONTINUING OPERATIONS BEFORE INTEREST IN EARNINGS OF ASSOCIATES		565			128			59			2,775			(3,243	)		284
Interest in earnings of associates, net of tax		—			—			—			14			4			18

INCOME FROM CONTINUING OPERATIONS		565			128			59			2,789			(3,239	)		302
Discontinued operations, net of tax		—			—			—			—			—			—

NET INCOME		565			128			59			2,789			(3,239	)		302
Less: Net income attributable to noncontrolling interests		—			—			—			(3	)		(6	)		(9	)
EQUITY ACCOUNT FOR SUBSIDIARIES		(272	)		319			209			—			(256	)		—

NET INCOME ATTRIBUTABLE TO WILLIS GROUP HOLDINGS	$	293		$	447		$	268		$	2,786		$	(3,501	)	$	293

Condensed Consolidating Statement of Operations


	Six months ended June 30, 2009
	Willis
	Group		The Other									Consolidating
	Holdings		Guarantors			The Issuer			Other			adjustments			Consolidated
	(millions)

REVENUES
Commissions and fees	$	—	$	—		$	—		$	1,687		$	—		$	1,687
Investment income		—		—			—			25			—			25
Other income		—		—			—			2			—			2

Total revenues		—		—			—			1,714			—			1,714

EXPENSES
Salaries and benefits		—		—			—			(928	)		5			(923	)
Other operating expenses		—		2			(20	)		(256	)		(3	)		(277	)
Depreciation expense		—		—			—			(28	)		—			(28	)
Amortization of intangible assets		—		—			—			(47	)		—			(47	)

Total expenses		—		2			(20	)		(1,259	)		2			(1,275	)

OPERATING INCOME (LOSS)		—		2			(20	)		455			2			439
Investment income from Group undertakings		45		16			100			396			(557	)		—
Interest expense		—		(81	)		(39	)		(374	)		413			(81	)

INCOME (LOSS) FROM CONTINUING OPERATIONS BEFORE INCOME TAXES AND INTEREST IN EARNINGS OF ASSOCIATES		45		(63	)		41			477			(142	)		358
Income taxes		—		20			(14	)		(106	)		7			(93	)

INCOME (LOSS) FROM CONTINUING OPERATIONS BEFORE INTEREST IN EARNINGS OF ASSOCIATES		45		(43	)		27			371			(135	)		265
Interest in earnings of associates, net of tax		—		—			—			26			—			26

INCOME (LOSS) FROM CONTINUING OPERATIONS		45		(43	)		27			397			(135	)		291
Discontinued operations, net of tax		—		—			—			1			—			1

NET INCOME (LOSS)		45		(43	)		27			398			(135	)		292
Less: Net income attributable to noncontrolling interests		—		—			—			(3	)		(9	)		(12	)
EQUITY ACCOUNT FOR SUBSIDIARIES		235		189			161			—			(585	)		—

NET INCOME ATTRIBUTABLE TO WILLIS GROUP HOLDINGS	$	280	$	146		$	188		$	395		$	(729	)	$	280

Condensed Consolidating Balance Sheet


	As at June 30, 2010
	Willis
	Group		The Other								Consolidating
	Holdings		Guarantors			The Issuer		Other			adjustments			Consolidated
	(millions)

ASSETS
Cash and cash equivalents	$	—	$	—		$	—	$	139		$	—		$	139
Fiduciary funds — restricted		—		—			—		1,977			—			1,977
Accounts receivable		3,726		1,972			2,568		17,910			(16,489	)		9,687
Fixed assets		—		—			—		348			(2	)		346
Goodwill		—		—			—		1,715			1,556			3,271
Other intangible assets		—		—			—		498			30			528
Investments in associates		—		—			—		(48	)		199			151
Deferred tax assets		—		—			—		110			(19	)		91
Pension benefits asset		—		—			—		121			—			121
Other assets		19		159			15		1,108			(592	)		709
Investments in subsidiaries		2,369		3,318			2,510		2,878			(11,075	)		—

TOTAL ASSETS	$	6,114	$	5,449		$	5,093	$	26,756		$	(26,392	)	$	17,020

LIABILITIES AND EQUITY
Accounts payable	$	3,668	$	6,838		$	1,287	$	15,805		$	(16,623	)	$	10,975
Deferred revenue and accrued expenses		—		—			—		273			(33	)		240
Deferred tax liabilities		—		—			—		47			(19	)		28
Income taxes payable		—		18			51		322			(298	)		93
Short-term debt		—		—			—		193			—			193
Long-term debt		—		—			500		1,654			—			2,154
Liability for pension benefits		—		—			—		171			—			171
Other liabilities		45		—			—		675			17			737

Total liabilities		3,713		6,856			1,838		19,140			(16,956	)		14,591

Total Willis Group Holdings stockholders’ equity		2,401		(1,407	)		3,255		7,611			(9,459	)		2,401
Noncontrolling interests		—		—			—		5			23			28

Total equity		2,401		(1,407	)		3,255		7,616			(9,436	)		2,429

TOTAL LIABILITIES AND EQUITY	$	6,114	$	5,449		$	5,093	$	26,756		$	(26,392	)	$	17,020

Condensed Consolidating Balance Sheet


	As at December 31, 2009
	Willis
	Group		The Other						Consolidating
	Holdings		Guarantors		The Issuer		Other		adjustments			Consolidated
	(millions)

ASSETS
Cash and cash equivalents	$	—	$	—	$	—	$	191	$	—		$	191
Fiduciary funds — restricted		—		—		—		1,683		—			1,683
Accounts receivable		—		698		2,489		14,720		(9,269	)		8,638
Fixed assets		—		—		—		352		—			352
Goodwill		—		—		—		1,722		1,555			3,277
Other intangible assets		—		—		—		542		30			572
Investments in associates		—		—		—		76		80			156
Deferred tax assets		—		—		—		97		(15	)		82
Pension benefits asset		—		—		—		69		—			69
Other assets		—		37		17		989		(440	)		603
Equity accounted subsidiaries		2,180		3,051		2,366		2,882		(10,479	)		—

TOTAL ASSETS	$	2,180	$	3,786	$	4,872	$	23,323	$	(18,538	)	$	15,623


LIABILITIES AND EQUITY
Accounts payable	$	—	$	3,040	$	1,289	$	14,769	$	(9,412	)	$	9,686
Deferred revenue and accrued expenses		—		—		—		324		(23	)		301
Deferred tax liabilities		—		—		—		44		(15	)		29
Income taxes payable		—		1		32		258		(245	)		46
Short-term debt		—		—		—		209		—			209
Long-term debt		—		—		500		1,665		—			2,165
Liability for pension benefits		—		—		—		187		—			187
Other liabilities		—		—		—		755		16			771

Total liabilities		—		3,041		1,821		18,211		(9,679	)		13,394

Total Willis Group Holdings stockholders’ equity		2,180		745		3,051		5,108		(8,904	)		2,180
Noncontrolling interests		—		—		—		4		45			49

Total equity		2,180		745		3,051		5,112		(8,859	)		2,229

TOTAL LIABILITIES AND EQUITY	$	2,180	$	3,786	$	4,872	$	23,323	$	(18,538	)	$	15,623

Condensed Consolidating Statement of Cash Flows


	Six months ended June 30, 2010
	Willis
	Group			The Other									Consolidating
	Holdings			Guarantors			The Issuer			Other			adjustments			Consolidated
	(millions)

NET CASH PROVIDED BY OPERATING ACTIVITIES	$	569		$	132		$	80		$	131		$	(756	)	$	156

CASH FLOWS FROM INVESTING ACTIVITIES
Proceeds on disposal of fixed and intangible assets		—			—			—			4			—			4
Additions to fixed assets		—			—			—			(45	)		—			(45	)
Acquisitions of subsidiaries, net of cash acquired		—			—			—			(15	)		—			(15	)
Acquisitions of investments in associates		—			—			—			(1	)		—			(1	)
Proceeds on sale of short-term investments		—			—			—			—			—			—

Net cash used in investing activities		—			—			—			(57	)		—			(57	)

CASH FLOWS FROM FINANCING ACTIVITIES
Proceeds from draw down of revolving credit facility		—			—			—			30			—			30
Proceeds from issue of short-term debt, net of debt issuance costs		—			—			—			—			—			—
Repayments of debt		—			—			—			(70	)		—			(70	)
Senior notes issued, net of debt issuance costs		—			—			—			—			—			—
Proceeds from issue of shares		17			—			—			—			—			17
Amounts owed by and to Group undertakings		(542	)		—			(80	)		622			—			—
Excess tax benefits from share-based payment arrangements		—			—			—			1			—			1
Dividends paid		(44	)		(132	)		—			(669	)		756			(89	)
Acquisition of noncontrolling interests		—			—			—			(4	)		—			(4	)
Dividends paid to noncontrolling interests		—			—			—			(22	)		—			(22	)

Net cash used in financing activities		(569	)		(132	)		(80	)		(112	)		756			(137	)

DECREASE IN CASH AND CASH EQUIVALENTS		—			—			—			(38	)		—			(38	)
Effect of exchange rate changes on cash and cash equivalents		—			—			—			(14	)		—			(14	)
CASH AND CASH EQUIVALENTS, BEGINNING OF PERIOD		—			—			—			191			—			191

CASH AND CASH EQUIVALENTS, END OF PERIOD	$	—		$	—		$	—		$	139		$	—		$	139

Cash and cash equivalents reported as discontinued operations		—			—			—			—			—			—

Cash and cash equivalents reported as continuing operations	$	—		$	—		$	—		$	139		$	—		$	139

Condensed Consolidating Statement of Cash Flows


	Six months ended June 30, 2009
	Willis
	Group			The Other									Consolidating
	Holdings			Guarantors			The Issuer			Other			adjustments			Consolidated
	(millions)

NET CASH PROVIDED BY (USED IN) OPERATING ACTIVITIES	$	48		$	(65	)	$	29		$	224		$	(28	)	$	208

CASH FLOWS FROM INVESTING ACTIVITIES
Proceeds on disposal of fixed and intangible assets		—			—			—			9			—			9
Additions to fixed assets		—			—			—			(38	)		—			(38	)
Acquisitions of subsidiaries, net of cash acquired		—			—			—			(3	)		—			(3	)
Investments in associates		—			—			—			(41	)		—			(41	)
Proceeds from sale of operations, net of cash disposed		—			—			—			37			—			37
Proceeds on sale of short-term investments		—			—			—			21			—			21

Net cash used in investing activities		—			—			—			(15	)		—			(15	)

CASH FLOWS FROM FINANCING ACTIVITIES
Proceeds from draw down of revolving credit facility		—			—			—			95			—			95
Proceeds from issue of short-term debt, net of debt issuance costs		—			—			—			1			—			1
Repayments of debt		—			—			—			(750	)		—			(750	)
Senior notes issued, net of debt issuance costs		—			—			482			—			—			482
Proceeds from issue of shares		12			—			—			—			—			12
Amounts owed by and to Group undertakings		42			65			(511	)		404			—			—
Dividends paid		(87	)		—			—			(28	)		28			(87	)
Acquisition of noncontrolling interests		(12	)		—			—			(2	)		—			(14	)
Dividends paid to noncontrolling interests		—			—			—			(9	)		—			(9	)

Net cash (used in) provided by financing activities		(45	)		65			(29	)		(289	)		28			(270	)

INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS		3			—			—			(80	)		—			(77	)
Effect of exchange rate changes on cash and cash equivalents		—			—			—			4			—			4
CASH AND CASH EQUIVALENTS, BEGINNING OF PERIOD		—			—			—			176			—			176

CASH AND CASH EQUIVALENTS, END OF PERIOD	$	3		$	—		$	—		$	100		$	—		$	103

Cash and cash equivalents — reported as discontinued operations		—			—			—			—			—			—

Cash and cash equivalents — continuing operations	$	3		$	—		$	—		$	100		$	—		$	103