Financial Information For Parent Issuer, Guarantor Subsidiaries and Non-Guarantor Subsidiaries

6 Months Ended

Jun. 30, 2011

Financial Information For Parent Issuer, Guarantor Subsidiaries And Non-Guarantor Subsidiaries [Abstract]

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

20.   FINANCIAL INFORMATION FOR PARENT ISSUER, GUARANTOR SUBSIDIARIES AND NON-GUARANTOR SUBSIDIARIES

The Company may offer debt securities, preferred stock, ordinary stock and other securities pursuant to an effective shelf registration on Form S-3. On March 17, 2011, the Company issued senior notes totaling $800 million under its existing registration statement. The debt securities issued (‘Holdings Debt Securities’), are guaranteed by certain of the Company’s subsidiaries. Therefore, the Company is providing the condensed consolidating financial information below. The following 100 percent directly or indirectly owned subsidiaries fully and unconditionally guarantee the Holdings Debt Securities on a joint and several basis: Willis Netherlands Holdings B.V., Willis Investment UK Holdings Limited, TA I Limited, Trinity Acquisition plc, Willis Group Limited and Willis North America (the ‘Guarantors’).

The guarantor structure described above differs from the existing guarantor structure associated with the senior notes issued by Willis North America (the ‘Willis North America Debt Securities’) (and for which condensed consolidating financial information is presented in Note 19) in that Willis Group Holdings is the Parent Issuer and Willis North America is a subsidiary guarantor.

Presented below is condensed consolidating financial information for:

(i)	Willis Group Holdings, which is the Parent Issuer;
(ii)	the Guarantors, which are all 100 percent directly or indirectly owned subsidiaries of the parent;
(iii)	Other, which are the non-guarantor subsidiaries, on a combined basis;
(iv)	Consolidating adjustments; and
(v)	the Consolidated Company.

The equity method has been used for investments in subsidiaries in the condensed consolidating balance sheets of Willis Group Holdings and the Guarantors. Investments in subsidiaries in the 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 Guarantors column as of June 30, 2011 and December 31, 2010 are Willis Netherlands Holdings B.V., Willis Investment UK Holdings Limited, TA I Limited, Trinity Acquisition plc, Willis Group Limited and Willis North America.

Condensed Consolidating Statement of Operations

	Three months ended June 30, 2011
	Willis
	Group
	Holdings —
	the Parent			The						Consolidating
	Issuer			Guarantors			Other			adjustments			Consolidated
	(millions)
REVENUES
Commissions and fees	$	—		$	—		$	854		$	—		$	854
Investment income		—			3			8			(3	)		8
Other income		—			—			24			(23	)		1
Total revenues		—			3			886			(26	)		863
EXPENSES
Salaries and benefits		—			—			(523	)		17			(506	)
Other operating expenses		—			(47	)		(119	)		2			(164	)
Depreciation expense		—			(3	)		(16	)		—			(19	)
Amortization of intangible assets		—			—			(22	)		5			(17	)
Total expenses		—			(50	)		(680	)		24			(706	)
OPERATING (LOSS) INCOME		—			(47	)		206			(2	)		157
Investment income from Group undertakings		1			247			40			(288	)		—
Interest expense		(10	)		(97	)		(102	)		175			(34	)
(LOSS) INCOME BEFORE INCOME TAXES AND INTEREST IN EARNINGS OF ASSOCIATES		(9	)		103			144			(115	)		123
Income taxes		2			3			(39	)		3			(31	)
(LOSS) INCOME BEFORE INTEREST IN EARNINGS OF ASSOCIATES		(7	)		106			105			(112	)		92
Interest in earnings of associates, net of tax		—			—			(5	)		2			(3	)
NET (LOSS) INCOME		(7	)		106			100			(110	)		89
Less: Net income attributable to noncontrolling interests		—			—			(4	)		—			(4	)
EQUITY ACCOUNT FOR SUBSIDIARIES		92			(14	)		—			(78	)		—
NET INCOME ATTRIBUTABLE TO WILLIS GROUP HOLDINGS	$	85		$	92		$	96		$	(188	)	$	85

Condensed Consolidating Statement of Operations

	Three months ended June 30, 2010
	Willis
	Group
	Holdings —
	the Parent			The						Consolidating
	Issuer			Guarantors			Other			adjustments			Consolidated
	(millions)
REVENUES
Commissions and fees	$	—		$	—		$	789		$	—		$	789
Investment income		—			2			13			(5	)		10
Total revenues		—			2			802			(5	)		799
EXPENSES
Salaries and benefits		—			—			(466	)		10			(456	)
Other operating expenses		369			(53	)		(436	)		(15	)		(135	)
Depreciation expense		—			(2	)		(14	)		—			(16	)
Amortization of intangible assets		—			—			(21	)		—			(21	)
Net gain (loss) on disposal of operations		—			—			2,433			(2,435	)		(2	)
Total expenses		369			(55	)		1,496			(2,440	)		(630	)
OPERATING INCOME (LOSS)		369			(53	)		2,298			(2,445	)		169
Investment income from Group undertakings		—			335			65			(400	)		—
Interest expense		—			(117	)		(154	)		230			(41	)
INCOME BEFORE INCOME TAXES AND INTEREST IN EARNINGS OF ASSOCIATES		369			165			2,209			(2,615	)		128
Income taxes		—			9			(45	)		1			(35	)
INCOME BEFORE INTEREST IN EARNINGS OF ASSOCIATES		369			174			2,164			(2,614	)		93
Interest in earnings of associates, net of tax		—			—			(6	)		4			(2	)
NET INCOME		369			174			2,158			(2,610	)		91
Less: Net income attributable to noncontrolling interests		—			—			—			(2	)		(2	)
EQUITY ACCOUNT FOR SUBSIDIARIES		(280	)		65			—			215			—
NET INCOME ATTRIBUTABLE TO WILLIS GROUP HOLDINGS	$	89		$	239		$	2,158		$	(2,397	)	$	89

Condensed Consolidating Statement of Operations

	Six months ended June 30, 2011
	Willis
	Group
	Holdings —
	the Parent			The						Consolidating
	Issuer			Guarantors			Other			adjustments			Consolidated
	(millions)
REVENUES
Commissions and fees	$	—		$	—		$	1,854		$	—		$	1,854
Investment income		—			6			16			(6	)		16
Other income		—			—			24			(23	)		1
Total revenues		—			6			1,894			(29	)		1,871
EXPENSES
Salaries and benefits		—			—			(1,116	)		26			(1,090	)
Other operating expenses		1			(68	)		(253	)		3			(317	)
Depreciation expense		—			(7	)		(32	)		—			(39	)
Amortization of intangible assets		—			—			(39	)		5			(34	)
Net gain on disposal of operations		—			—			6			(2	)		4
Total expenses		1			(75	)		(1,434	)		32			(1,476	)
OPERATING INCOME (LOSS)		1			(69	)		460			3			395
Investment income from Group undertakings		35			391			33			(459	)		—
Make-whole on repurchase and redemption of senior notes and write-off of unamortized debt issuance costs		—			(171	)		—			—			(171	)
Interest expense		(12	)		(198	)		(208	)		344			(74	)
INCOME (LOSS) BEFORE INCOME TAXES AND INTEREST IN EARNINGS OF ASSOCIATES		24			(47	)		285			(112	)		150
Income taxes		2			59			(89	)		(4	)		(32	)
INCOME BEFORE INTEREST IN EARNINGS OF ASSOCIATES		26			12			196			(116	)		118
Interest in earnings of associates, net of tax		—			—			9			4			13
NET INCOME		26			12			205			(112	)		131
Less: Net income attributable to noncontrolling interests		—			—			(12	)		—			(12	)
EQUITY ACCOUNT FOR SUBSIDIARIES		93			119			—			(212	)		—
NET INCOME ATTRIBUTABLE TO WILLIS GROUP HOLDINGS	$	119		$	131		$	193		$	(324	)	$	119

Condensed Consolidating Statement of Operations

	Six months ended June 30, 2010
	Willis
	Group
	Holdings —
	the Parent			The						Consolidating
	Issuer			Guarantors			Other			adjustments			Consolidated
	(millions)
REVENUES
Commissions and fees	$	—		$	—		$	1,752		$	—		$	1,752
Investment income		—			6			18			(5	)		19
Total revenues		—			6			1,770			(5	)		1,771
EXPENSES
Salaries and benefits		—			—			(957	)		15			(942	)
Other operating expenses		565			(85	)		(730	)		(34	)		(284	)
Depreciation expense		—			(4	)		(27	)		—			(31	)
Amortization of intangible assets		—			—			(42	)		—			(42	)
Net gain on disposal of operations		—			—			2,435			(2,437	)		(2	)
Total expenses		565			(89	)		679			(2,456	)		(1,301	)
OPERATING INCOME (LOSS)		565			(83	)		2,449			(2,461	)		470
Investment income from Group undertakings		—			724			488			(1,212	)		—
Interest expense		—			(291	)		(211	)		418			(84	)
INCOME BEFORE INCOME TAXES AND INTEREST IN EARNINGS OF ASSOCIATES		565			350			2,726			(3,255	)		386
Income taxes		—			5			(119	)		12			(102	)
INCOME BEFORE INTEREST IN EARNINGS OF ASSOCIATES		565			355			2,607			(3,243	)		284
Interest in earnings of associates, net of tax		—			—			14			4			18
NET INCOME		565			355			2,621			(3,239	)		302
Less: Net income attributable to noncontrolling interests		—			—			(3	)		(6	)		(9	)
EQUITY ACCOUNT FOR SUBSIDIARIES		(272	)		92			—			180			—
NET INCOME ATTRIBUTABLE TO WILLIS GROUP HOLDINGS	$	293		$	447		$	2,618		$	(3,065	)	$	293

Condensed Consolidating Balance Sheet

	As at June 30, 2011
	Willis
	Group
	Holdings —
	the Parent			The						Consolidating
	Issuer			Guarantors			Other			adjustments			Consolidated
	(millions)
ASSETS
CURRENT ASSETS
Cash and cash equivalents	$	—		$	87		$	230		$	—		$	317
Accounts receivable		—			—			1,021			28			1,049
Fiduciary assets		—			—			11,919			(663	)		11,256
Deferred tax assets		—			—			32			—			32
Other current assets		3			175			434			(285	)		327
Total current assets		3			262			13,636			(920	)		12,981
Investments in subsidiaries		(911	)		4,639			3,875			(7,603	)		—
Amounts owed by (to) Group undertakings		4,462			(4,311	)		(151	)		—			—
NON-CURRENT ASSETS
Fixed assets		—			58			335			(2	)		391
Goodwill		—			—			1,699			1,618			3,317
Other intangible assets		—			—			477			(16	)		461
Investments in associates		—			—			(45	)		231			186
Deferred tax assets		—			—			7			2			9
Pension benefits asset		—			—			231			—			231
Other non-current assets		6			187			172			—			365
Total non-current assets		6			245			2,876			1,833			4,960
TOTAL ASSETS	$	3,560		$	835		$	20,236		$	(6,690	)	$	17,941
LIABILITIES AND STOCKHOLDERS’ EQUITY
CURRENT LIABILITIES
Fiduciary liabilities	$	—		$	—		$	11,919		$	(663	)	$	11,256
Deferred revenue and accrued expenses		1			—			322			—			323
Income taxes payable		—			51			107			(108	)		50
Short-term debt		—			110			4			—			114
Deferred tax liabilities		—			1			21			—			22
Other current liabilities		58			71			222			(33	)		318
Total current liabilities		59			233			12,595			(804	)		12,083
NON-CURRENT LIABILITIES
Long-term debt		794			1,513			—			—			2,307
Liabilities for pension benefits		—			—			150			—			150
Deferred tax liabilities		—			30			81			—			111
Provisions for liabilities		—			—			188			(4	)		184
Other non-current liabilities		—			17			350			—			367
Total non-current liabilities		794			1,560			769			(4	)		3,119
TOTAL LIABILITIES	$	853		$	1,793		$	13,364		$	(808	)	$	15,202
EQUITY
Total Willis Group Holdings stockholders’ equity		2,707			(958	)		6,840			(5,882	)		2,707
Noncontrolling interests		—			—			32			—			32
Total equity		2,707			(958	)		6,872			(5,882	)		2,739
TOTAL LIABILITIES AND EQUITY	$	3,560		$	835		$	20,236		$	(6,690	)	$	17,941

Condensed Consolidating Balance Sheet

	As at December 31, 2010
	Willis
	Group
	Holdings —
	the Parent			The						Consolidating
	Issuer			Guarantors			Other			adjustments			Consolidated
	(millions)
ASSETS
CURRENT ASSETS
Cash and cash equivalents	$	—		$	76		$	240		$	—		$	316
Accounts receivable		2			—			809			28			839
Fiduciary assets		—			—			10,167			(598	)		9,569
Deferred tax assets		—			1			35			—			36
Other current assets		—			80			293			(33	)		340
Total current assets		2			157			11,544			(603	)		11,100
Investments in subsidiaries		(1,039	)		4,429			3,855			(7,245	)		—
Amounts owed by (to) Group undertakings		3,659			(3,588	)		(71	)		—			—
NON-CURRENT ASSETS
Fixed assets		—			52			330			(1	)		381
Goodwill		—			—			1,696			1,598			3,294
Other intangible assets		—			—			492			—			492
Investments in associates		—			—			(51	)		212			161
Deferred tax assets		—			—			7			—			7
Pension benefits asset		—			—			179			—			179
Other non-current assets		—			207			149			(123	)		233
Total non-current assets		—			259			2,802			1,686			4,747
TOTAL ASSETS	$	2,622		$	1,257		$	18,130		$	(6,162	)	$	15,847
LIABILITIES AND STOCKHOLDERS’ EQUITY
CURRENT LIABILITIES
Fiduciary liabilities	$	—		$	—		$	10,167		$	(598	)	$	9,569
Deferred revenue and accrued expenses		1			—			297			—			298
Income taxes payable		—			—			69			(12	)		57
Short-term debt		—			110			—			—			110
Deferred tax liabilities		—			4			5			—			9
Other current liabilities		44			53			189			(20	)		266
Total current liabilities		45			167			10,727			(630	)		10,309
NON-CURRENT LIABILITIES
Long-term debt		—			2,153			4			—			2,157
Liabilities for pension benefits		—			—			164			—			164
Deferred tax liabilities		—			29			54			—			83
Provisions for liabilities		—			—			183			(4	)		179
Other non-current liabilities		—			26			321			—			347
Total non-current liabilities		—			2,208			726			(4	)		2,930
TOTAL LIABILITIES	$	45		$	2,375		$	11,453		$	(634	)	$	13,239
EQUITY
Total Willis Group Holdings stockholders’ equity		2,577			(1,118	)		6,646			(5,528	)		2,577
Noncontrolling interests		—			—			31			—			31
Total equity		2,577			(1,118	)		6,677			(5,528	)		2,608
TOTAL LIABILITIES AND EQUITY	$	2,622		$	1,257		$	18,130		$	(6,162	)	$	15,847

Condensed Consolidating Statement of Cash Flows

	Six months ended June 30, 2011
	Willis
	Group
	Holdings —
	the Parent			The						Consolidating
	Issuer			Guarantors			Other			adjustments			Consolidated
	(millions)
NET CASH PROVIDED BY (USED IN) OPERATING ACTIVITIES	$	3		$	130		$	140		$	(147	)	$	126
CASH FLOWS FROM INVESTING ACTIVITIES
Proceeds on disposal of fixed and intangible assets		—			—			5			—			5
Additions to fixed assets		—			(13	)		(34	)		—			(47	)
Acquisitions of subsidiaries, net of cash acquired		—			—			(4	)		—			(4	)
Acquisitions of investments in associates		—			—			(2	)		—			(2	)
Investment in Trident V Parallel Fund, LP		—			—			(4	)		—			(4	)
Net cash used in investing activities		—			(13	)		(39	)		—			(52	)
CASH FLOWS FROM FINANCING ACTIVITIES
Draw down of revolving credit facility		—			(90	)		—			—			(90	)
Senior notes issued		794			—			—			—			794
Debt issuance costs		(7	)		—			—			—			(7	)
Repayments of debt		—			(555	)		—			—			(555	)
Make-whole on repurchase and redemption of senior notes		—			(158	)		—			—			(158	)
Proceeds from issue of shares		42			—			—			—			42
Amounts owed by and to Group undertakings		(742	)		705			37			—			—
Excess tax benefits from share-based payment arrangement		—			—			4			—			4
Dividends paid		(90	)		—			(147	)		147			(90	)
Acquisition of noncontrolling interests		—			(8	)		(1	)		—			(9	)
Dividends paid to noncontrolling interests		—			—			(12	)		—			(12	)
Net cash used in financing activities		(3	)		(106	)		(119	)		147			(81	)
INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS		—			11			(18	)		—			(7	)
Effect of exchange rate changes on cash and cash equivalents		—			—			8			—			8
CASH AND CASH EQUIVALENTS, BEGINNING OF YEAR		—			76			240			—			316
CASH AND CASH EQUIVALENTS, END OF YEAR		—			87			230			—			317

Condensed Consolidating Statement of Cash Flows

	Six months ended June 30, 2010
	Willis
	Group
	Holdings —
	the Parent			The						Consolidating
	Issuer			Guarantors			Other			adjustments			Consolidated
	(millions)
NET CASH PROVIDED BY (USED IN) OPERATING ACTIVITIES	$	569		$	363		$	(22	)	$	(756	)	$	154
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	)
Net cash used in investing activities		—			(13	)		(44	)		—			(57	)
CASH FLOWS FROM FINANCING ACTIVITIES
Proceeds from draw down of revolving credit facility		—			30			—			—			30
Repayments of debt		—			(61	)		(9	)		—			(70	)
Proceeds from issue of shares		17			—			—			—			17
Amounts owed by and to Group undertakings		(542	)		(210	)		752			—			—
Excess tax benefits from share-based payment arrangement		—			—			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	)		(373	)		49			756			(137	)
DECREASE IN CASH AND CASH EQUIVALENTS		—			(23	)		(17	)		—			(40	)
Effect of exchange rate changes on cash and cash equivalents		—			—			(14	)		—			(14	)
CASH AND CASH EQUIVALENTS, BEGINNING OF YEAR		—			104			117			—			221
CASH AND CASH EQUIVALENTS, END OF YEAR	$	—		$	81		$	86		$	—		$	167