FINANCIAL INFORMATION FOR PARENT GUARANTOR, OTHER GUARANTOR SUBSIDIARIES AND NON-GUARANTOR SUBSIDIARIES (Tables)

6 Months Ended

Jun. 30, 2014

Condensed Financial Information of Parent Company Only Disclosure [Abstract]

Condensed Consolidated Statement of Comprehensive Income

	As previously reported			Reclassifications			As Reclassified
	(millions)
Condensed consolidating statement of comprehensive income for the six months ended 30 June 2013
Willis Group Holdings
Comprehensive income attributable to Willis Group Holdings	$	294		$	—		$	294
The Other Guarantors
Comprehensive income (loss) attributable to Willis Group Holdings	$	318		$	—		$	318
The Issuer
Comprehensive income attributable to Willis Group Holdings	$	54		$	—		$	54
Other
Comprehensive income attributable to Willis Group Holdings	$	138		$	182		$	320
Consolidating adjustments
Comprehensive loss attributable to Willis Group Holdings	$	(510	)	$	(182	)	$	(692	)

	Six months ended June 30, 2013
	Willis Group Holdings		The Other Guarantors		The Issuer		Other			Consolidating adjustments			Consolidated
	(millions)
Comprehensive income	$	294	$	318	$	54	$	325		$	(692	)	$	299
Less: comprehensive income attributable to noncontrolling interests	—		—		—		(5		)	—			(5		)
TOTAL COMPREHENSIVE INCOME ATTRIBUTABLE TO WILLIS GROUP HOLDINGS	$	294	$	318	$	54	$	320		$	(692	)	$	294

Condensed Consolidating Statement of Comprehensive Income

	Three months ended June 30, 2013
	Willis Group Holdings		The Other Guarantors		The Issuer		Other			Consolidating adjustments			Consolidated
	(millions)
Comprehensive income	$	111	$	119	$	16	$	122		$	(255	)	$	113
Less: comprehensive income attributable to noncontrolling interests	—		—		—		(2		)	—			(2		)
TOTAL COMPREHENSIVE INCOME ATTRIBUTABLE TO WILLIS GROUP HOLDINGS	$	111	$	119	$	16	$	120		$	(255	)	$	111

Condensed Consolidating Statement of Comprehensive Income

	Three months ended June 30, 2014
	Willis Group Holdings		The Other Guarantors		The Issuer		Other			Consolidating adjustments			Consolidated
	(millions)
Comprehensive income	$	72	$	88	$	24	$	76		$	(187	)	$	73
Less: comprehensive income attributable to noncontrolling interests	—		—		—		(1		)	—			(1		)
TOTAL COMPREHENSIVE INCOME ATTRIBUTABLE TO WILLIS GROUP HOLDINGS	$	72	$	88	$	24	$	75		$	(187	)	$	72

	Six months ended June 30, 2014
	Willis Group Holdings		The Other Guarantors		The Issuer		Other			Consolidating adjustments			Consolidated
	(millions)
Comprehensive income	$	326	$	352	$	75	$	357		$	(779	)	$	331
Less: comprehensive income attributable to noncontrolling interests	—		—		—		(5		)	—			(5		)
TOTAL COMPREHENSIVE INCOME ATTRIBUTABLE TO WILLIS GROUP HOLDINGS	$	326	$	352	$	75	$	352		$	(779	)	$	326

	As previously reported			Reclassifications			As Reclassified
	(millions)
Condensed consolidating statement of comprehensive income for the three months ended 30 June 2013
Willis Group Holdings
Comprehensive income attributable to Willis Group Holdings	$	111		$	—		$	111
The Other Guarantors
Comprehensive income (loss) attributable to Willis Group Holdings	$	118		$	1		$	119
The Issuer
Comprehensive income attributable to Willis Group Holdings	$	16		$	—		$	16
Other
Comprehensive income attributable to Willis Group Holdings	$	78		$	42		$	120
Consolidating adjustments
Comprehensive loss attributable to Willis Group Holdings	$	(212	)	$	(43	)	$	(255	)

	Three months ended June 30, 2013
	Willis Group Holdings - the Parent Issuer		The Guarantors		Other			Consolidating adjustments			Consolidated
	(millions)
Comprehensive income	$	111	$	119	$	122		$	(239	)	$	113
Less: comprehensive income attributable to noncontrolling interests	—		—		(2		)	—			(2		)
TOTAL COMPREHENSIVE INCOME ATTRIBUTABLE TO WILLIS GROUP HOLDINGS	$	111	$	119	$	120		$	(239	)	$	111

	As previously reported			Reclassifications			As Reclassified
	(millions)
Condensed consolidating statement of comprehensive income for the three months ending 30 June 2013
Willis Group Holdings - the Parent Issuer
Comprehensive income attributable to Willis Group Holdings	$	111		$	—		$	111
The Guarantors
Comprehensive income (loss) attributable to Willis Group Holdings	$	118		$	1		$	119
Other
Comprehensive income attributable to Willis Group Holdings	$	78		$	42		$	120
Consolidating adjustments
Comprehensive loss attributable to Willis Group Holdings	$	(196	)	$	(43	)	$	(239	)

	Three months ended June 30, 2014
	Willis Group Holdings - the Parent Issuer		The Guarantors		Other			Consolidating adjustments			Consolidated
	(millions)
Comprehensive income	$	72	$	88	$	76		$	(163	)	$	73
Less: comprehensive income attributable to noncontrolling interests	—		—		(1		)	—			(1		)
TOTAL COMPREHENSIVE INCOME ATTRIBUTABLE TO WILLIS GROUP HOLDINGS	$	72	$	88	$	75		$	(163	)	$	72

	As previously reported			Reclassifications			As Reclassified
	(millions)
Condensed consolidating statement of comprehensive income for the six months ended 30 June 2013
Willis Group Holdings - the Parent Issuer
Comprehensive income attributable to Willis Group Holdings	$	294		$	—		$	294
The Guarantors
Comprehensive income (loss) attributable to Willis Group Holdings	$	318		$	—		$	318
Other
Comprehensive income attributable to Willis Group Holdings	$	138		$	182		$	320
Consolidating adjustments
Comprehensive loss attributable to Willis Group Holdings	$	(456	)	$	(182	)	$	(638	)

	Six months ended June 30, 2013
	Willis Group Holdings - the Parent Issuer		The Guarantors		Other			Consolidating adjustments			Consolidated
	(millions)
Comprehensive income	$	294	$	318	$	325		$	(638	)	$	299
Less: comprehensive income attributable to noncontrolling interests	—		—		(5		)	—			(5		)
TOTAL COMPREHENSIVE INCOME ATTRIBUTABLE TO WILLIS GROUP HOLDINGS	$	294	$	318	$	320		$	(638	)	$	294

	Six months ended June 30, 2014
	Willis Group Holdings - the Parent Issuer		The Guarantors		Other			Consolidating adjustments			Consolidated
	(millions)
Comprehensive income	$	326	$	352	$	357		$	(704	)	$	331
Less: comprehensive income attributable to noncontrolling interests	—		—		(5		)	—			(5		)
TOTAL COMPREHENSIVE INCOME ATTRIBUTABLE TO WILLIS GROUP HOLDINGS	$	326	$	352	$	352		$	(704	)	$	326

	Three months ended June 30, 2014
	Willis Group Holdings		The Other Guarantors		The Issuer		Other			Consolidating adjustments			Consolidated
	(millions)
Comprehensive income	$	72	$	88	$	71	$	76		$	(234	)	$	73
Less: comprehensive income attributable to noncontrolling interests	—		—		—		(1		)	—			(1		)
TOTAL COMPREHENSIVE INCOME ATTRIBUTABLE TO WILLIS GROUP HOLDINGS	$	72	$	88	$	71	$	75		$	(234	)	$	72

	As previously reported			Reclassifications			As Reclassified
	(millions)
Condensed consolidating statement of comprehensive income for the three months ended 30 June 2013
Willis Group Holdings
Comprehensive income attributable to Willis Group Holdings	$	111		$	—		$	111
The Other Guarantors
Comprehensive income (loss) attributable to Willis Group Holdings	$	118		$	1		$	119
The Issuer
Comprehensive income (loss) attributable to Willis Group Holdings	$	103		$	1		$	104
Other
Comprehensive income attributable to Willis Group Holdings	$	78		$	42		$	120
Consolidating adjustments
Comprehensive loss attributable to Willis Group Holdings	$	(299	)	$	(44	)	$	(343	)

	Three months ended June 30, 2013
	Willis Group Holdings		The Other Guarantors		The Issuer		Other			Consolidating adjustments			Consolidated
	(millions)
Comprehensive income	$	111	$	119	$	104	$	122		$	(343	)	$	113
Less: comprehensive income attributable to noncontrolling interests	—		—		—		(2		)	—			(2		)
TOTAL COMPREHENSIVE INCOME ATTRIBUTABLE TO WILLIS GROUP HOLDINGS	$	111	$	119	$	104	$	120		$	(343	)	$	111

	Six months ended June 30, 2014
	Willis Group Holdings		The Other Guarantors		The Issuer		Other			Consolidating adjustments			Consolidated
	(millions)
Comprehensive income	$	326	$	352	$	299	$	357		$	(1,003	)	$	331
Less: comprehensive income attributable to noncontrolling interests	—		—		—		(5		)	—			(5		)
TOTAL COMPREHENSIVE INCOME ATTRIBUTABLE TO WILLIS GROUP HOLDINGS	$	326	$	352	$	299	$	352		$	(1,003	)	$	326

	As previously reported			Reclassifications			As Reclassified
	(millions)
Condensed consolidating statement of comprehensive income for the six months ended 30 June 2013
Willis Group Holdings
Comprehensive income attributable to Willis Group Holdings	$	294		$	—		$	294
The Other Guarantors
Comprehensive income (loss) attributable to Willis Group Holdings	$	318		$	—		$	318
The Issuer
Comprehensive income (loss) attributable to Willis Group Holdings	$	295		$	—		$	295
Other
Comprehensive income attributable to Willis Group Holdings	$	138		$	182		$	320
Consolidating adjustments
Comprehensive loss attributable to Willis Group Holdings	$	(751	)	$	(182	)	$	(933	)

	Six months ended June 30, 2013
	Willis Group Holdings		The Other Guarantors		The Issuer		Other			Consolidating adjustments			Consolidated
	(millions)
Comprehensive income	$	294	$	318	$	295	$	325		$	(933	)	$	299
Less: comprehensive income attributable to noncontrolling interests	—		—		—		(5		)	—			(5		)
TOTAL COMPREHENSIVE INCOME ATTRIBUTABLE TO WILLIS GROUP HOLDINGS	$	294	$	318	$	295	$	320		$	(933	)	$	294

Condensed Consolidating Statement of Operations

Condensed Consolidating Statement of Operations

	Three months ended June 30, 2014
	Willis Group Holdings			The Other Guarantors			The Issuer			Other			Consolidating adjustments			Consolidated
	(millions)
REVENUES
Commissions and fees	$	—		$	—		$	2		$	928		$	—		$	930
Investment income	—			—			—			4			—			4
Other income	—			—			—			1			—			1
Total revenues	—			—			2			933			—			935
EXPENSES
Salaries and benefits	(1		)	—			(17		)	(557		)	—			(575		)
Other operating expenses	(5		)	(20		)	(19		)	(129		)	—			(173		)
Depreciation expense	—			(1		)	(5		)	(18		)	—			(24		)
Amortization of intangible assets	—			—			—			(12		)	—			(12		)
Restructuring costs	—			(2		)	—			(1		)	—			(3		)
Total expenses	(6		)	(23		)	(41		)	(717		)	—			(787		)
OPERATING (LOSS) INCOME	(6		)	(23		)	(39		)	216			—			148
Other (expense) income	(1		)	(229		)	—			(3		)	230			(3		)
Income from group undertakings	—			57			85			27			(169		)	—
Expenses due to group undertakings	—			(8		)	(46		)	(115		)	169			—
Interest expense	(10		)	(9		)	(12		)	(4		)	—			(35		)
(LOSS) INCOME BEFORE INCOME TAXES AND INTEREST IN EARNINGS OF ASSOCIATES	(17		)	(212		)	(12		)	121			230			110
Income taxes	—			6			(1		)	(64		)	—			(59		)
(LOSS) INCOME BEFORE INTEREST IN EARNINGS OF ASSOCIATES	(17		)	(206		)	(13		)	57			230			51
Interest in earnings / (losses) of associates, net of tax	—			2			—			(5		)	—			(3		)
Equity account for subsidiaries	64			267			35			—			(366		)	—
NET INCOME	47			63			22			52			(136		)	48
Less: Net income attributable to noncontrolling interests	—			—			—			(1		)	—			(1		)
NET INCOME ATTRIBUTABLE TO WILLIS GROUP HOLDINGS	$	47		$	63		$	22		$	51		$	(136	)	$	47

Condensed Consolidating Statement of Operations

	Three months ended June 30, 2013
	Willis Group Holdings			The Other Guarantors			The Issuer			Other			Consolidating adjustments			Consolidated
	(millions)
REVENUES
Commissions and fees	$	—		$	—		$	3		$	882		$	—		$	885
Investment income	—			—			—			3			—			3
Other income	—			—			—			2			—			2
Total revenues	—			—			3			887			—			890
EXPENSES
Salaries and benefits	(1		)	—			(22		)	(506		)	—			(529		)
Other operating expenses	(1		)	(26		)	(41		)	(91		)	—			(159		)
Depreciation expense	—			(1		)	(7		)	(13		)	—			(21		)
Amortization of intangible assets	—			—			—			(14		)	—			(14		)
Total expenses	(2		)	(27		)	(70		)	(624		)	—			(723		)
OPERATING (LOSS) INCOME	(2		)	(27		)	(67		)	263			—			167
Other income (expense)	1			—			—			3			—			4
Income from group undertakings	—			48			89			23			(160		)	—
Expenses due to group undertakings	(1		)	(8		)	(34		)	(117		)	160			—
Interest expense	(10		)	(1		)	(19		)	(2		)	—			(32		)
(LOSS) INCOME BEFORE INCOME TAXES AND INTEREST IN EARNINGS OF ASSOCIATES	(12		)	12			(31		)	170			—			139
Income taxes	—			6			—			(35		)	—			(29		)
(LOSS) INCOME BEFORE INTEREST IN EARNINGS OF ASSOCIATES	(12		)	18			(31		)	135			—			110
Interest in earnings / (losses) of associates, net of tax	—			2			—			(5		)	—			(3		)
Equity account for subsidiaries	117			93			45			—			(255		)	—
NET INCOME	105			113			14			130			(255		)	107
Less: Net income attributable to noncontrolling interests	—			—			—			(2		)	—			(2		)
NET INCOME ATTRIBUTABLE TO WILLIS GROUP HOLDINGS	$	105		$	113		$	14		$	128		$	(255	)	$	105

	Six months ended June 30, 2013
	Willis Group Holdings			The Other Guarantors			The Issuer			Other			Consolidating adjustments			Consolidated
	(millions)
REVENUES
Commissions and fees	$	—		$	—		$	3		$	1,928		$	—		$	1,931
Investment income	—			—			—			7			—			7
Other income	—			—			—			3			—			3
Total revenues	—			—			3			1,938			—			1,941
EXPENSES
Salaries and benefits	(1		)	—			(45		)	(1,051		)	—			(1,097		)
Other operating expenses	(2		)	(32		)	(85		)	(202		)	—			(321		)
Depreciation expense	—			(1		)	(11		)	(35		)	—			(47		)
Amortization of intangible assets	—			—			—			(28		)	—			(28		)
Total expenses	(3		)	(33		)	(141		)	(1,316		)	—			(1,493		)
OPERATING (LOSS) INCOME	(3		)	(33		)	(138		)	622			—			448
Other (expense) income	(2		)	1			—			11			—			10
Income from group undertakings	—			92			171			44			(307		)	—
Expenses due to group undertakings	(1		)	(16		)	(65		)	(225		)	307			—
Interest expense	(21		)	(3		)	(36		)	(3		)	—			(63		)
(LOSS) INCOME BEFORE INCOME TAXES AND INTEREST IN EARNINGS OF ASSOCIATES	(27		)	41			(68		)	449			—			395
Income taxes	—			8			—			(85		)	—			(77		)
(LOSS) INCOME BEFORE INTEREST IN EARNINGS OF ASSOCIATES	(27		)	49			(68		)	364			—			318
Interest in earnings of associates, net of tax	—			4			—			8			—			12
Equity account for subsidiaries	351			295			118			—			(764		)	—
NET INCOME	324			348			50			372			(764		)	330
Less: Net income attributable to noncontrolling interests	—			—			—			(6		)	—			(6		)
NET INCOME ATTRIBUTABLE TO WILLIS GROUP HOLDINGS	$	324		$	348		$	50		$	366		$	(764	)	$	324

	As previously reported			Reclassifications			As Reclassified
	(millions)
Condensed consolidating statement of operations for the six months ended 30 June 2013
Willis Group Holdings
Operating loss	$	(6	)	$	3		$	(3	)
Net income attributable to Willis Group Holdings	324			—			324
The Other Guarantors
Operating loss	$	(26	)	$	(7	)	$	(33	)
Net income (loss) attributable to Willis Group Holdings	348			—			348
The Issuer
Operating loss	$	(141	)	$	3		$	(138	)
Net income attributable to Willis Group Holdings	50			—			50
Other
Operating income	$	394		$	228		$	622
Net income attributable to Willis Group Holdings	184			182			366
Consolidating adjustments
Operating income (loss)	$	237		$	(237	)	$	—
Net loss attributable to Willis Group Holdings	(582		)	(182		)	(764		)

	Six months ended June 30, 2014
	Willis Group Holdings			The Other Guarantors			The Issuer			Other			Consolidating adjustments			Consolidated
	(millions)
REVENUES
Commissions and fees	$	—		$	—		$	4		$	2,016		$	—		$	2,020
Investment income	—			—			—			8			—			8
Other income	—			—			—			4			—			4
Total revenues	—			—			4			2,028			—			2,032
EXPENSES
Salaries and benefits	(1		)	—			(36		)	(1,108		)	—			(1,145		)
Other operating expenses	(9		)	(44		)	(36		)	(249		)	—			(338		)
Depreciation expense	—			(2		)	(9		)	(36		)	—			(47		)
Amortization of intangible assets	—			—			—			(25		)	—			(25		)
Restructuring costs	—			(2		)	—			(1		)	—			(3		)
Total expenses	(10		)	(48		)	(81		)	(1,419		)	—			(1,558		)
OPERATING (LOSS) INCOME	(10		)	(48		)	(77		)	609			—			474
Other (expense) income	(1		)	(228		)	—			(4		)	230			(3		)
Income from group undertakings	—			116			128			54			(298		)	—
Expenses due to group undertakings	—			(16		)	(92		)	(190		)	298			—
Interest expense	(21		)	(18		)	(23		)	(5		)	—			(67		)
(LOSS) INCOME BEFORE INCOME TAXES AND INTEREST IN EARNINGS OF ASSOCIATES	(32		)	(194		)	(64		)	464			230			404
Income taxes	—			11			18			(151		)	—			(122		)
(LOSS) INCOME BEFORE INTEREST IN EARNINGS OF ASSOCIATES	(32		)	(183		)	(46		)	313			230			282
Interest in earnings of associates, net of tax	—			5			—			11			—			16
Equity account for subsidiaries	325			497			118			—			(940		)	—
NET INCOME	293			319			72			324			(710		)	298
Less: Net income attributable to noncontrolling interests	—			—			—			(5		)	—			(5		)
NET INCOME ATTRIBUTABLE TO WILLIS GROUP HOLDINGS	$	293		$	319		$	72		$	319		$	(710	)	$	293

	As previously reported			Reclassifications			As Reclassified
	(millions)
Condensed consolidating statement of operations for the three months ended 30 June 2013
Willis Group Holdings
Operating loss	$	(2	)	$	—		$	(2	)
Net income attributable to Willis Group Holdings	105			—			105
The Other Guarantors
Operating loss	$	(24	)	$	(3	)	$	(27	)
Net income (loss) attributable to Willis Group Holdings	112			1			113
The Issuer
Operating loss	$	(71	)	$	4		$	(67	)
Net income attributable to Willis Group Holdings	14			—			14
Other
Operating income	$	216		$	47		$	263
Net income attributable to Willis Group Holdings	86			42			128
Consolidating adjustments
Operating income (loss)	$	52		$	(52	)	$	—
Net loss attributable to Willis Group Holdings	(212		)	(43		)	(255		)

	Three months ended June 30, 2013
	Willis Group Holdings - the Parent Issuer			The Guarantors			Other			Consolidating adjustments			Consolidated
	(millions)
REVENUES
Commissions and fees	$	—		$	3		$	882		$	—		$	885
Investment income	—			—			3			—			3
Other income	—			—			2			—			2
Total revenues	—			3			887			—			890
EXPENSES
Salaries and benefits	(1		)	(22		)	(506		)	—			(529		)
Other operating expenses	(1		)	(67		)	(91		)	—			(159		)
Depreciation expense	—			(8		)	(13		)	—			(21		)
Amortization of intangible assets	—			—			(14		)	—			(14		)
Total expenses	(2		)	(97		)	(624		)	—			(723		)
OPERATING (LOSS) INCOME	(2		)	(94		)	263			—			167
Other income (expense)	1			—			3			—			4
Income from group undertakings	—			117			23			(140		)	—
Expenses due to group undertakings	(1		)	(22		)	(117		)	140			—
Interest expense	(10		)	(20		)	(2		)	—			(32		)
(LOSS) INCOME BEFORE INCOME TAXES AND INTEREST IN EARNINGS OF ASSOCIATES	(12		)	(19		)	170			—			139
Income taxes	—			6			(35		)	—			(29		)
(LOSS) INCOME BEFORE INTEREST IN EARNINGS OF ASSOCIATES	(12		)	(13		)	135			—			110
Interest in earnings / (losses) of associates, net of tax	—			2			(5		)	—			(3		)
Equity account for subsidiaries	117			124			—			(241		)	—
NET INCOME	105			113			130			(241		)	107
Less: Net income attributable to noncontrolling interests	—			—			(2		)	—			(2		)
NET INCOME ATTRIBUTABLE TO WILLIS GROUP HOLDINGS	$	105		$	113		$	128		$	(241	)	$	105

	Three months ended June 30, 2014
	Willis Group Holdings - the Parent Issuer			The Guarantors			Other			Consolidating adjustments			Consolidated
	(millions)
REVENUES
Commissions and fees	$	—		$	2		$	928		$	—		$	930
Investment income	—			—			4			—			4
Other income	—			—			1			—			1
Total revenues	—			2			933			—			935
EXPENSES
Salaries and benefits	(1		)	(17		)	(557		)	—			(575		)
Other operating expenses	(5		)	(39		)	(129		)	—			(173		)
Depreciation expense	—			(6		)	(18		)	—			(24		)
Amortization of intangible assets	—			—			(12		)	—			(12		)
Restructuring costs	—			(2		)	(1		)	—			(3		)
Total expenses	(6		)	(64		)	(717		)	—			(787		)
OPERATING (LOSS) INCOME	(6		)	(62		)	216			—			148
Other (expense) income	(1		)	(229		)	(3		)	230			(3		)
Income from group undertakings	—			114			27			(141		)	—
Expenses due to group undertakings	—			(26		)	(115		)	141			—
Interest expense	(10		)	(21		)	(4		)	—			(35		)
(LOSS) INCOME BEFORE INCOME TAXES AND INTEREST IN EARNINGS OF ASSOCIATES	(17		)	(224		)	121			230			110
Income taxes	—			5			(64		)	—			(59		)
(LOSS) INCOME BEFORE INTEREST IN EARNINGS OF ASSOCIATES	(17		)	(219		)	57			230			51
Interest in earnings / (losses) of associates, net of tax	—			2			(5		)	—			(3		)
Equity account for subsidiaries	64			280			—			(344		)	—
NET INCOME	47			63			52			(114		)	48
Less: Net income attributable to noncontrolling interests	—			—			(1		)	—			(1		)
NET INCOME ATTRIBUTABLE TO WILLIS GROUP HOLDINGS	$	47		$	63		$	51		$	(114	)	$	47

	As previously reported			Reclassifications			As Reclassified
	(millions)
Condensed consolidating statement of operations for the six months ended 30 June 2013
Willis Group Holdings - the Parent Issuer
Operating (loss) income	$	(6	)	$	3		$	(3	)
Net income attributable to Willis Group Holdings	324			—			324
The Guarantors
Operating loss	$	(167	)	$	(4	)	$	(171	)
Net income (loss) attributable to Willis Group Holdings	348			—			348
Other
Operating income	$	394		$	228		$	622
Net income attributable to Willis Group Holdings	184			182			366
Consolidating adjustments
Operating income (loss)	$	237		$	(237	)	$	—
Net loss attributable to Willis Group Holdings	(532		)	(182		)	(714		)

	Six months ended June 30, 2014
	Willis Group Holdings - the Parent Issuer			The Guarantors			Other			Consolidating adjustments			Consolidated
	(millions)
REVENUES
Commissions and fees	$	—		$	4		$	2,016		$	—		$	2,020
Investment income	—			—			8			—			8
Other income	—			—			4			—			4
Total revenues	—			4			2,028			—			2,032
EXPENSES
Salaries and benefits	(1		)	(36		)	(1,108		)	—			(1,145		)
Other operating expenses	(9		)	(80		)	(249		)	—			(338		)
Depreciation expense	—			(11		)	(36		)	—			(47		)
Amortization of intangible assets	—			—			(25		)	—			(25		)
Restructuring costs	—			(2		)	(1		)	—			(3		)
Total expenses	(10		)	(129		)	(1,419		)	—			(1,558		)
OPERATING (LOSS) INCOME	(10		)	(125		)	609			—			474
Other (expense) income	(1		)	(228		)	(4		)	230			(3		)
Income from group undertakings	—			189			54			(243		)	—
Expenses due to group undertakings	—			(53		)	(190		)	243			—
Interest expense	(21		)	(41		)	(5		)	—			(67		)
(LOSS) INCOME BEFORE INCOME TAXES AND INTEREST IN EARNINGS OF ASSOCIATES	(32		)	(258		)	464			230			404
Income taxes	—			29			(151		)	—			(122		)
(LOSS) INCOME BEFORE INTEREST IN EARNINGS OF ASSOCIATES	(32		)	(229		)	313			230			282
Interest in earnings of associates, net of tax	—			5			11			—			16
Equity account for subsidiaries	325			543			—			(868		)	—
NET INCOME	293			319			324			(638		)	298
Less: Net income attributable to noncontrolling interests	—			—			(5		)	—			(5		)
NET INCOME ATTRIBUTABLE TO WILLIS GROUP HOLDINGS	$	293		$	319		$	319		$	(638	)	$	293

	Six months ended June 30, 2013
	Willis Group Holdings - the Parent Issuer			The Guarantors			Other			Consolidating adjustments			Consolidated
	(millions)
REVENUES
Commissions and fees	$	—		$	3		$	1,928		$	—		$	1,931
Investment income	—			—			7			—			7
Other income	—			—			3			—			3
Total revenues	—			3			1,938			—			1,941
EXPENSES
Salaries and benefits	(1		)	(45		)	(1,051		)	—			(1,097		)
Other operating expenses	(2		)	(117		)	(202		)	—			(321		)
Depreciation expense	—			(12		)	(35		)	—			(47		)
Amortization of intangible assets	—			—			(28		)	—			(28		)
Total expenses	(3		)	(174		)	(1,316		)	—			(1,493		)
OPERATING (LOSS) INCOME	(3		)	(171		)	622			—			448
Other (expense) income	(2		)	1			11			—			10
Income from group undertakings	—			225			44			(269		)	—
Expenses due to group undertakings	(1		)	(43		)	(225		)	269			—
Interest expense	(21		)	(39		)	(3		)	—			(63		)
(LOSS) INCOME BEFORE INCOME TAXES AND INTEREST IN EARNINGS OF ASSOCIATES	(27		)	(27		)	449			—			395
Income taxes	—			8			(85		)	—			(77		)
(LOSS) INCOME BEFORE INTEREST IN EARNINGS OF ASSOCIATES	(27		)	(19		)	364			—			318
Interest in earnings of associates, net of tax	—			4			8			—			12
Equity account for subsidiaries	351			363			—			(714		)	—
NET INCOME	324			348			372			(714		)	330
Less: Net income attributable to noncontrolling interests	—			—			(6		)	—			(6		)
NET INCOME ATTRIBUTABLE TO WILLIS GROUP HOLDINGS	$	324		$	348		$	366		$	(714	)	$	324

	As previously reported			Reclassifications			As Reclassified
	(millions)
Condensed consolidating statement of operations for the three months ended 30 June 2013
Willis Group Holdings - the Parent Issuer
Operating (loss) income	$	(2	)	$	—		$	(2	)
Net income attributable to Willis Group Holdings	105			—			105
The Guarantors
Operating loss	$	(95	)	$	1		$	(94	)
Net income (loss) attributable to Willis Group Holdings	112			1			113
Other
Operating income	$	216		$	47		$	263
Net income attributable to Willis Group Holdings	86			42			128
Consolidating adjustments
Operating income (loss)	$	52		$	(52	)	$	—
Net loss attributable to Willis Group Holdings	(198		)	(43		)	(241		)

	Three months ended June 30, 2013
	Willis Group Holdings			The Other Guarantors			The Issuer			Other			Consolidating adjustments			Consolidated
	(millions)
REVENUES
Commissions and fees	$	—		$	3		$	—		$	882		$	—		$	885
Investment income	—			—			—			3			—			3
Other income	—			—			—			2			—			2
Total revenues	—			3			—			887			—			890
EXPENSES
Salaries and benefits	(1		)	(22		)	—			(506		)	—			(529		)
Other operating expenses	(1		)	(67		)	—			(91		)	—			(159		)
Depreciation expense	—			(8		)	—			(13		)	—			(21		)
Amortization of intangible assets	—			—			—			(14		)	—			(14		)
Total expenses	(2		)	(97		)	—			(624		)	—			(723		)
OPERATING (LOSS) INCOME	(2		)	(94		)	—			263			—			167
Other income (expense)	1			—			—			3			—			4
Income from group undertakings	—			124			15			23			(162		)	—
Expenses due to group undertakings	(1		)	(37		)	(7		)	(117		)	162			—
Interest expense	(10		)	(18		)	(2		)	(2		)	—			(32		)
(LOSS) INCOME BEFORE INCOME TAXES AND INTEREST IN EARNINGS OF ASSOCIATES	(12		)	(25		)	6			170			—			139
Income taxes	—			8			(2		)	(35		)	—			(29		)
(LOSS) INCOME BEFORE INTEREST IN EARNINGS OF ASSOCIATES	(12		)	(17		)	4			135			—			110
Interest in earnings / (losses) of associates, net of tax	—			2			—			(5		)	—			(3		)
Equity account for subsidiaries	117			128			94			—			(339		)	—
NET INCOME	105			113			98			130			(339		)	107
Less: Net income attributable to noncontrolling interests	—			—			—			(2		)	—			(2		)
NET INCOME ATTRIBUTABLE TO WILLIS GROUP HOLDINGS	$	105		$	113		$	98		$	128		$	(339	)	$	105

	Six months ended June 30, 2013
	Willis Group Holdings			The Other Guarantors			The Issuer			Other			Consolidating adjustments			Consolidated
	(millions)
REVENUES
Commissions and fees	$	—		$	3		$	—		$	1,928		$	—		$	1,931
Investment income	—			—			—			7			—			7
Other income	—			—			—			3			—			3
Total revenues	—			3			—			1,938			—			1,941
EXPENSES
Salaries and benefits	(1		)	(45		)	—			(1,051		)	—			(1,097		)
Other operating expenses	(2		)	(117		)	—			(202		)	—			(321		)
Depreciation expense	—			(12		)	—			(35		)	—			(47		)
Amortization of intangible assets	—			—			—			(28		)	—			(28		)
Total expenses	(3		)	(174		)	—			(1,316		)	—			(1,493		)
OPERATING (LOSS) INCOME	(3		)	(171		)	—			622			—			448
Other (expense) income	(2		)	1			—			11			—			10
Income from group undertakings	—			238			28			44			(310		)	—
Expenses due to group undertakings	(1		)	(71		)	(13		)	(225		)	310			—
Interest expense	(21		)	(35		)	(4		)	(3		)	—			(63		)
(LOSS) INCOME BEFORE INCOME TAXES AND INTEREST IN EARNINGS OF ASSOCIATES	(27		)	(38		)	11			449			—			395
Income taxes	—			10			(2		)	(85		)	—			(77		)
(LOSS) INCOME BEFORE INTEREST IN EARNINGS OF ASSOCIATES	(27		)	(28		)	9			364			—			318
Interest in earnings of associates, net of tax	—			4			—			8			—			12
Equity account for subsidiaries	351			372			311			—			(1,034		)	—
NET INCOME	324			348			320			372			(1,034		)	330
Less: Net income attributable to noncontrolling interests	—			—			—			(6		)	—			(6		)
NET INCOME ATTRIBUTABLE TO WILLIS GROUP HOLDINGS	$	324		$	348		$	320		$	366		$	(1,034	)	$	324

	Six months ended June 30, 2014
	Willis Group Holdings			The Other Guarantors			The Issuer			Other			Consolidating adjustments			Consolidated
	(millions)
REVENUES
Commissions and fees	$	—		$	4		$	—		$	2,016		$	—		$	2,020
Investment income	—			—			—			8			—			8
Other income	—			—			—			4			—			4
Total revenues	—			4			—			2,028			—			2,032
EXPENSES
Salaries and benefits	(1		)	(36		)	—			(1,108		)	—			(1,145		)
Other operating expenses	(9		)	(80		)	—			(249		)	—			(338		)
Depreciation expense	—			(11		)	—			(36		)	—			(47		)
Amortization of intangible assets	—			—			—			(25		)	—			(25		)
Restructuring costs	—			(2		)	—			(1		)	—			(3		)
Total expenses	(10		)	(129		)	—			(1,419		)	—			(1,558		)
OPERATING (LOSS) INCOME	(10		)	(125		)	—			609			—			474
Other (expense) income	(1		)	(228		)	—			(4		)	230			(3		)
Income from group undertakings	—			203			45			54			(302		)	—
Expenses due to group undertakings	—			(98		)	(14		)	(190		)	302			—
Interest expense	(21		)	(23		)	(18		)	(5		)	—			(67		)
(LOSS) INCOME BEFORE INCOME TAXES AND INTEREST IN EARNINGS OF ASSOCIATES	(32		)	(271		)	13			464			230			404
Income taxes	—			32			(3		)	(151		)	—			(122		)
(LOSS) INCOME BEFORE INTEREST IN EARNINGS OF ASSOCIATES	(32		)	(239		)	10			313			230			282
Interest in earnings of associates, net of tax	—			5			—			11			—			16
Equity account for subsidiaries	325			553			257			—			(1,135		)	—
NET INCOME	293			319			267			324			(905		)	298
Less: Net income attributable to noncontrolling interests	—			—			—			(5		)	—			(5		)
NET INCOME ATTRIBUTABLE TO WILLIS GROUP HOLDINGS	$	293		$	319		$	267		$	319		$	(905	)	$	293

	As previously reported			Reclassifications			As Reclassified
	(millions)
Condensed consolidating statement of operations for the three months ended 30 June 2013
Willis Group Holdings
Operating (loss) income	$	(2	)	$	—		$	(2	)
Net income attributable to Willis Group Holdings	105			—			105
The Other Guarantors
Operating loss	$	(95	)	$	1		$	(94	)
Net income (loss) attributable to Willis Group Holdings	112			1			113
The Issuer
Operating income	$	—		$	—		$	—
Net income (loss) attributable to Willis Group Holdings	97			1			98
Other
Operating income	$	216		$	47		$	263
Net income attributable to Willis Group Holdings	86			42			128
Consolidating adjustments
Operating income (loss)	$	52		$	(52	)	$	—
Net loss attributable to Willis Group Holdings	(295		)	(44		)	(339		)

	As previously reported			Reclassifications			As Reclassified
	(millions)
Condensed consolidating statement of operations for the six months ended 30 June 2013
Willis Group Holdings
Operating loss	$	(6	)	$	3		$	(3	)
Net loss attributable to Willis Group Holdings	324			—			324
The Other Guarantors
Operating loss	$	(167	)	$	(4	)	$	(171	)
Net loss attributable to Willis Group Holdings	348			—			348
The Issuer
Operating income	$	—		$	—		$	—
Net loss attributable to Willis Group Holdings	320			—			320
Other
Operating income (loss)	$	394		$	228		$	622
Net loss attributable to Willis Group Holdings	184			182			366
Consolidating adjustments
Operating (loss) income	$	237		$	(237	)	$	—
Net income attributable to Willis Group Holdings	(852		)	(182		)	(1,034		)

	Three months ended June 30, 2014
	Willis Group Holdings			The Other Guarantors			The Issuer			Other			Consolidating adjustments			Consolidated
	(millions)
REVENUES
Commissions and fees	$	—		$	2		$	—		$	928		$	—		$	930
Investment income	—			—			—			4			—			4
Other income	—			—			—			1			—			1
Total revenues	—			2			—			933			—			935
EXPENSES
Salaries and benefits	(1		)	(17		)	—			(557		)	—			(575		)
Other operating expenses	(5		)	(39		)	—			(129		)	—			(173		)
Depreciation expense	—			(6		)	—			(18		)	—			(24		)
Amortization of intangible assets	—			—			—			(12		)	—			(12		)
Restructuring costs	—			(2		)	—			(1		)	—			(3		)
Total expenses	(6		)	(64		)	—			(717		)	—			(787		)
OPERATING (LOSS) INCOME	(6		)	(62		)	—			216			—			148
Other (expense) income	(1		)	(229		)	—			(3		)	230			(3		)
Income from group undertakings	—			121			23			27			(171		)	—
Expenses due to group undertakings	—			(49		)	(7		)	(115		)	171			—
Interest expense	(10		)	(12		)	(9		)	(4		)	—			(35		)
(LOSS) INCOME BEFORE INCOME TAXES AND INTEREST IN EARNINGS OF ASSOCIATES	(17		)	(231		)	7			121			230			110
Income taxes	—			7			(2		)	(64		)	—			(59		)
(LOSS) INCOME BEFORE INTEREST IN EARNINGS OF ASSOCIATES	(17		)	(224		)	5			57			230			51
Interest in earnings / (losses) of associates, net of tax	—			2			—			(5		)	—			(3		)
Equity account for subsidiaries	64			285			42			—			(391		)	—
NET INCOME	47			63			47			52			(161		)	48
Less: Net income attributable to noncontrolling interests	—			—			—			(1		)	—			(1		)
NET INCOME ATTRIBUTABLE TO WILLIS GROUP HOLDINGS	$	47		$	63		$	47		$	51		$	(161	)	$	47

Condensed Consolidated Balance Sheet

Condensed Consolidating Balance Sheet

	As of June 30, 2014
	Willis Group Holdings		The Other Guarantors		The Issuer		Other		Consolidating adjustments			Consolidated
	(millions)
ASSETS
CURRENT ASSETS
Cash and cash equivalents	$	3	$	4	$	—	$	701	$	—		$	708
Accounts receivable, net	—		—		3		1,172		—			1,175
Fiduciary assets	—		—		—		9,983		—			9,983
Deferred tax assets	—		—		—		11		—			11
Other current assets	1		33		6		186		(31		)	195
Amounts due from group undertakings	3,906		1,025		1,092		1,234		(7,257		)	—
Total current assets	3,910		1,062		1,101		13,287		(7,288		)	12,072
NON-CURRENT ASSETS
Investments in subsidiaries	—		2,925		929		—		(3,854		)	—
Fixed assets, net	—		17		48		431		—			496
Goodwill	—		—		—		2,870		—			2,870
Other intangible assets, net	—		—		—		360		—			360
Investments in associates	—		159		—		31		—			190
Deferred tax assets	—		—		—		10		—			10
Pension benefits asset	—		—		—		359		—			359
Other non-current assets	3		9		4		178		—			194
Non-current amounts due from group undertakings	—		518		716		—		(1,234		)	—
Total non-current assets	3		3,628		1,697		4,239		(5,088		)	4,479
TOTAL ASSETS	$	3,913	$	4,690	$	2,798	$	17,526	$	(12,376	)	$	16,551
LIABILITIES AND STOCKHOLDERS’ EQUITY
CURRENT LIABILITIES
Fiduciary liabilities	$	—	$	—	$	—	$	9,983	$	—		$	9,983
Deferred revenue and accrued expenses	2		3		16		397		—			418
Income taxes payable	—		—		4		100		(31		)	73
Short-term debt and current portion of long-term debt	—		15		—		—		—			15
Deferred tax liabilities	—		—		—		28		—			28
Other current liabilities	67		12		34		354		—			467
Amounts due to group undertakings	—		4,627		1,567		1,063		(7,257		)	—
Total current liabilities	69		4,657		1,621		11,925		(7,288		)	10,984
NON-CURRENT LIABILITIES
Investments in subsidiaries	605		—		—		—		(605		)	—
Long-term debt	795		774		732		1		—			2,302
Liabilities for pension benefits	—		—		—		126		—			126
Deferred tax liabilities	—		—		—		103		—			103
Provisions for liabilities	—		—		1		211		—			212
Other non-current liabilities	—		—		9		353		—			362
Non-current amounts due to group undertakings	—		—		518		716		(1,234		)	—
Total non-current liabilities	1,400		774		1,260		1,510		(1,839		)	3,105
TOTAL LIABILITIES	$	1,469	$	5,431	$	2,881	$	13,435	$	(9,127	)	$	14,089

Condensed Consolidating Balance Sheet (continued)

	As of June 30, 2014
	Willis Group Holdings		The Other Guarantors			The Issuer			Other		Consolidating adjustments			Consolidated
	(millions)
EQUITY
Total Willis Group Holdings stockholders’ equity	2,444		(741		)	(83		)	4,073		(3,249		)	2,444
Noncontrolling interests	—		—			—			18		—			18
Total equity	2,444		(741		)	(83		)	4,091		(3,249		)	2,462
TOTAL LIABILITIES AND EQUITY	$	3,913	$	4,690		$	2,798		$	17,526	$	(12,376	)	$	16,551

Condensed Consolidating Balance Sheet

	As of December 31, 2013
	Willis Group Holdings		The Other Guarantors		The Issuer		Other		Consolidating adjustments			Consolidated
	(millions)
ASSETS
CURRENT ASSETS
Cash and cash equivalents	$	3	$	3	$	—	$	790	$	—		$	796
Accounts receivable, net	—		—		4		1,037		—			1,041
Fiduciary assets	—		—		—		8,412		—			8,412
Deferred tax assets	—		—		—		16		(1		)	15
Other current assets	1		21		10		186		(21		)	197
Amounts due from group undertakings	4,051		903		1,317		1,484		(7,755		)	—
Total current assets	4,055		927		1,331		11,925		(7,777		)	10,461
NON-CURRENT ASSETS
Investments in subsidiaries	—		2,838		1,021		—		(3,859		)	—
Fixed assets, net	—		15		51		415		—			481
Goodwill	—		—		—		2,838		—			2,838
Other intangible assets, net	—		—		—		353		—			353
Investments in associates	—		156		—		20		—			176
Deferred tax assets	—		—		—		7		—			7
Pension benefits asset	—		—		—		278		—			278
Other non-current assets	4		9		5		188		—			206
Non-current amounts due from group undertakings	—		518		690		—		(1,208		)	—
Total non-current assets	4		3,536		1,767		4,099		(5,067		)	4,339
TOTAL ASSETS	$	4,059	$	4,463	$	3,098	$	16,024	$	(12,844	)	$	14,800
LIABILITIES AND STOCKHOLDERS’ EQUITY
CURRENT LIABILITIES
Fiduciary liabilities	$	—	$	—	$	—	$	8,412	$	—		$	8,412
Deferred revenue and accrued expenses	2		1		28		555		—			586
Income taxes payable	—		3		—		39		(21		)	21
Short-term debt and current portion of long-term debt	—		15		—		—		—			15
Deferred tax liabilities	—		—		—		25		—			25
Other current liabilities	62		15		38		300		—			415
Amounts due to Group undertakings	—		4,760		1,662		1,333		(7,755		)	—
Total current liabilities	64		4,794		1,728		10,664		(7,776		)	9,474
NON-CURRENT LIABILITIES
Investments in subsidiaries	985		—		—		—		(985		)	—
Long-term debt	795		782		733		1		—			2,311
Liabilities for pension benefits	—		—		—		136		—			136
Deferred tax liabilities	—		1		—		55		—			56
Provisions for liabilities	—		—		—		206		—			206
Other non-current liabilities	—		—		48		326		—			374
Non-current amounts due to Group undertakings	—		—		518		690		(1,208		)	—
Total non-current liabilities	1,780		783		1,299		1,414		(2,193		)	3,083
TOTAL LIABILITIES	$	1,844	$	5,577	$	3,027	$	12,078	$	(9,969	)	$	12,557

Condensed Consolidating Balance Sheet (continued)

	As of December 31, 2013
	Willis Group Holdings		The Other Guarantors			The Issuer		Other		Consolidating adjustments			Consolidated
	(millions)
EQUITY
Total Willis Group Holdings stockholders’ equity	2,215		(1,114		)	71		3,918		(2,875		)	2,215
Noncontrolling interests	—		—			—		28		—			28
Total equity	2,215		(1,114		)	71		3,946		(2,875		)	2,243
TOTAL LIABILITIES AND EQUITY	$	4,059	$	4,463		$	3,098	$	16,024	$	(12,844	)	$	14,800

Condensed Consolidating Balance Sheet

	As of June 30, 2014
	Willis Group Holdings - the Parent Issuer		The Guarantors		Other		Consolidating adjustments			Consolidated
	(millions)
ASSETS
CURRENT ASSETS
Cash and cash equivalents	$	3	$	4	$	701	$	—		$	708
Accounts receivable, net	—		3		1,172		—			1,175
Fiduciary assets	—		—		9,983		—			9,983
Deferred tax assets	—		—		11		—			11
Other current assets	1		39		186		(31		)	195
Amounts due from group undertakings	3,906		830		1,234		(5,970		)	—
Total current assets	3,910		876		13,287		(6,001		)	12,072
NON-CURRENT ASSETS
Investments in subsidiaries	—		3,937		—		(3,937		)	—
Fixed assets, net	—		65		431		—			496
Goodwill	—		—		2,870		—			2,870
Other intangible assets, net	—		—		360		—			360
Investments in associates	—		159		31		—			190
Deferred tax assets	—		—		10		—			10
Pension benefits asset	—		—		359		—			359
Other non-current assets	3		13		178		—			194
Non-current amounts due from group undertakings	—		716		—		(716		)	—
Total non-current assets	3		4,890		4,239		(4,653		)	4,479
TOTAL ASSETS	$	3,913	$	5,766	$	17,526	$	(10,654	)	$	16,551
LIABILITIES AND STOCKHOLDERS’ EQUITY
CURRENT LIABILITIES
Fiduciary liabilities	$	—	$	—	$	9,983	$	—		$	9,983
Deferred revenue and accrued expenses	2		19		397		—			418
Income taxes payable	—		4		100		(31		)	73
Short-term debt and current portion of long-term debt	—		15		—		—			15
Deferred tax liabilities	—		—		28		—			28
Other current liabilities	67		46		354		—			467
Amounts due to group undertakings	—		4,907		1,063		(5,970		)	—
Total current liabilities	69		4,991		11,925		(6,001		)	10,984
NON-CURRENT LIABILITIES
Investments in subsidiaries	605		—		—		(605		)	—
Long-term debt	795		1,506		1		—			2,302
Liabilities for pension benefits	—		—		126		—			126
Deferred tax liabilities	—		—		103		—			103
Provisions for liabilities	—		1		211		—			212
Other non-current liabilities	—		9		353		—			362
Non-current amounts due to group undertakings	—		—		716		(716		)	—
Total non-current liabilities	1,400		1,516		1,510		(1,321		)	3,105
TOTAL LIABILITIES	$	1,469	$	6,507	$	13,435	$	(7,322	)	$	14,089

Condensed Consolidating Balance Sheet (continued)

	As of June 30, 2014
	Willis Group Holdings - the Parent Issuer		The Guarantors			Other		Consolidating adjustments			Consolidated
	(millions)
EQUITY
Total Willis Group Holdings stockholders’ equity	2,444		(741		)	4,073		(3,332		)	2,444
Noncontrolling interests	—		—			18		—			18
Total equity	2,444		(741		)	4,091		(3,332		)	2,462
TOTAL LIABILITIES AND EQUITY	$	3,913	$	5,766		$	17,526	$	(10,654	)	$	16,551

Condensed Consolidating Balance Sheet

	As of December 31, 2013
	Willis Group Holdings - the Parent Issuer		The Guarantors		Other		Consolidating adjustments			Consolidated
	(millions)
ASSETS
CURRENT ASSETS
Cash and cash equivalents	$	3	$	3	$	790	$	—		$	796
Accounts receivable, net	—		4		1,037		—			1,041
Fiduciary assets	—		—		8,412		—			8,412
Deferred tax assets	—		—		16		(1		)	15
Other current assets	1		31		186		(21		)	197
Amounts due to group undertakings	4,051		975		1,484		(6,510		)	—
Total current assets	4,055		1,013		11,925		(6,532		)	10,461
NON-CURRENT ASSETS
Investments in subsidiaries	—		3,788		—		(3,788		)	—
Fixed assets, net	—		66		415		—			481
Goodwill	—		—		2,838		—			2,838
Other intangible assets, net	—		—		353		—			353
Investments in associates	—		156		20		—			176
Deferred tax assets	—		—		7		—			7
Pension benefits asset	—		—		278		—			278
Other non-current assets	4		14		188		—			206
Non-current amounts due to group undertakings	—		690		—		(690		)	—
Total non-current assets	4		4,714		4,099		(4,478		)	4,339
TOTAL ASSETS	$	4,059	$	5,727	$	16,024	$	(11,010	)	$	14,800
LIABILITIES AND STOCKHOLDERS’ EQUITY
CURRENT LIABILITIES
Fiduciary liabilities	$	—	$	—	$	8,412	$	—		$	8,412
Deferred revenue and accrued expenses	2		29		555		—			586
Income taxes payable	—		3		39		(21		)	21
Short-term debt and current portion of long-term debt	—		15		—		—			15
Deferred tax liabilities	—		—		25		—			25
Other current liabilities	62		53		300		—			415
Amounts due to group undertakings	—		5,177		1,333		(6,510		)	—
Total current liabilities	64		5,277		10,664		(6,531		)	9,474
NON-CURRENT LIABILITIES
Investments in subsidiaries	985		—		—		(985		)	—
Long-term debt	795		1,515		1		—			2,311
Liabilities for pension benefits	—		—		136		—			136
Deferred tax liabilities	—		1		55		—			56
Provisions for liabilities	—		—		206		—			206
Other non-current liabilities	—		48		326		—			374
Non-current amounts due to group undertakings	—		—		690		(690		)	—
Total non-current liabilities	1,780		1,564		1,414		(1,675		)	3,083
TOTAL LIABILITIES	$	1,844	$	6,841	$	12,078	$	(8,206	)	$	12,557

Condensed Consolidating Balance Sheet (continued)

	As of December 31, 2013
	Willis Group Holdings - the Parent Issuer		The Guarantors			Other		Consolidating adjustments			Consolidated
	(millions)
EQUITY
Total Willis Group Holdings stockholders’ equity	2,215		(1,114		)	3,918		(2,804		)	2,215
Noncontrolling interests	—		—			28		—			28
Total equity	2,215		(1,114		)	3,946		(2,804		)	2,243
TOTAL LIABILITIES AND EQUITY	$	4,059	$	5,727		$	16,024	$	(11,010	)	$	14,800

Condensed Consolidating Statement of Cash Flows

	As previously reported			Reclassifications			As Reclassified
	(millions)
Condensed consolidating statement of cash flows for the six months ended 30 June 2013
Willis Group Holdings
Net cash (used in) provided by operating activities	$	(26	)	$	15		$	(11	)
Net cash provided by investing activities	—			44			44
Net cash provided by (used in) financing activities	26			(59		)	(33		)
The Other Guarantors
Net cash provided by (used in) operating activities	$	41		$	(163	)	$	(122	)
Net cash (used in) provided by investing activities	(1		)	177			176
Net cash (used in) provided by financing activities	(35		)	(14		)	(49		)
The Issuer
Net cash provided by (used in) operating activities	$	(25	)	$	9		$	(16	)
Net cash provided by investing activities	(6		)	25			19
Net cash (used in) provided by financing activities	31			(34		)	(3		)
Other
Net cash provided by operating activities	$	147		$	139		$	286
Net cash used in investing activities	(68		)	(208		)	(276		)
Net cash provided by (used in) financing activities	(72		)	69			(3		)
Consolidating adjustments
Net cash provided by operating activities	$	—		$	—		$	—
Net cash provided by investing activities	—			(38		)	(38		)
Net cash used in financing activities	—			38			38

Condensed Consolidating Statement of Cash Flows

	Six months ended June 30, 2013
	Willis Group Holdings			The Other Guarantors			The Issuer			Other			Consolidating adjustments			Consolidated
	(millions)
NET CASH (USED IN) PROVIDED BY OPERATING ACTIVITIES	$	(11	)	$	(122	)	$	(16	)	$	286		$	—		$	137
CASH FLOWS FROM INVESTING ACTIVITIES
Proceeds on disposal of fixed and intangible assets	—			—			2			6			—			8
Additions to fixed assets	—			(1		)	(8		)	(42		)	—			(51		)
Additions to intangible assets	—			—			—			(1		)	—			(1		)
Acquisitions of subsidiaries, net of cash acquired	—			—			—			(29		)	—			(29		)
Payments to acquire other investments	—			—			—			(2		)	—			(2		)
Proceeds from intercompany investing activities	191			177			25			3			(396		)	—
Repayments of intercompany investing activities	(147		)	—			—			(211		)	358			—
Net cash provided by (used in) investing activities	44			176			19			(276		)	(38		)	(75		)
CASH FLOWS FROM FINANCING ACTIVITIES
Proceeds from draw down of revolving credit facility	—			—			—			2			—			2
Repayments of debt	—			(8		)	—			—			—			(8		)
Proceeds from issue of shares	62			—			—			—			—			62
Excess tax benefits from share-based payment arrangements	—			—			—			1			—			1
Dividends paid	(95		)	—			—			—			—			(95		)
Acquisition of noncontrolling interests	—			—			—			(4		)	—			(4		)
Dividends paid to noncontrolling interests	—			—			—			(8		)	—			(8		)
Proceeds from intercompany financing activities	—			168			43			147			(358		)	—
Repayments of intercompany financing activities	—			(209		)	(46		)	(141		)	396			—
Net cash (used in) provided by financing activities	(33		)	(49		)	(3		)	(3		)	38			(50		)
INCREASE IN CASH AND CASH EQUIVALENTS	—			5			—			7			—			12
Effect of exchange rate changes on cash and cash equivalents	—			—			—			(9		)	—			(9		)
CASH AND CASH EQUIVALENTS, BEGINNING OF PERIOD	1			—			—			499			—			500
CASH AND CASH EQUIVALENTS, END OF PERIOD	$	1		$	5		$	—		$	497		$	—		$	503

Condensed Consolidating Statement of Cash Flows

	Six months ended June 30, 2014
	Willis Group Holdings			The Other Guarantors			The Issuer			Other			Consolidating adjustments			Consolidated
	(millions)
NET CASH (USED IN) PROVIDED BY OPERATING ACTIVITIES	$	(18	)	$	124		$	44		$	238		$	(236	)	$	152
CASH FLOWS FROM INVESTING ACTIVITIES
Proceeds on disposal of fixed and intangible assets	—			—			1			2			(1		)	2
Additions to fixed assets	—			(4		)	(7		)	(44		)	1			(54		)
Additions to intangible assets	—			—			—			(1		)	—			(1		)
Acquisitions of subsidiaries, net of cash acquired	—			—			—			(41		)	—			(41		)
Payments to acquire other investments	—			—			—			(6		)	—			(6		)
Proceeds from sales of operations, net of cash disposed	—			—			—			18			—			18
Proceeds from intercompany investing activities	145			12			120			283			(560		)	—
Repayments of intercompany investing activities	—			—			—			(37		)	37			—
Net cash provided by investing activities	145			8			114			174			(523		)	(82		)
CASH FLOWS FROM FINANCING ACTIVITIES
Debt issuance costs	—			—			—			(3		)	—			(3		)
Repayments of debt	—			(8		)	—			—			—			(8		)
Repurchase of shares	(117		)	—			—			—			—			(117		)
Proceeds from issue of shares	93			—			—			—			—			93
Excess tax benefits from share-based payment arrangements	—			—			—			2			—			2
Dividends paid	(103		)	—			—			(236		)	236			(103		)
Acquisition of noncontrolling interests	—			(4		)	—			—			—			(4		)
Dividends paid to noncontrolling interests	—			—			—			(15		)	—			(15		)
Proceeds from intercompany financing activities	—			37			—			—			(37		)	—
Repayments of intercompany financing activities	—			(156		)	(158		)	(246		)	560			—
Net cash used in financing activities	(127		)	(131		)	(158		)	(498		)	759			(155		)
DECREASE IN CASH AND CASH EQUIVALENTS	—			1			—			(86		)	—			(85		)
Effect of exchange rate changes on cash and cash equivalents	—			—			—			(3		)	—			(3		)
CASH AND CASH EQUIVALENTS, BEGINNING OF PERIOD	3			3			—			790			—			796
CASH AND CASH EQUIVALENTS, END OF PERIOD	$	3		$	4		$	—		$	701		$	—		$	708

	As previously reported			Reclassifications			As Reclassified
	(millions)
Condensed consolidating statement of cash flows for the six months ending 30 June 2013
Willis Group Holdings - the Parent Issuer
Net cash (used in) provided by operating activities	$	(26	)	$	15		$	(11	)
Net cash provided by investing activities	—			44			44
Net cash provided by (used in) financing activities	26			(59		)	(33		)
The Guarantors
Net cash provided by (used in) operating activities	$	16		$	(154	)	$	(138	)
Net cash provided by investing activities	(7		)	141			134
Net cash (used in) provided by financing activities	(4		)	13			9
Other
Net cash provided by operating activities	$	147		$	139		$	286
Net cash used in investing activities	(68		)	(208		)	(276		)
Net cash provided by (used in) financing activities	(72		)	69			(3		)
Consolidating adjustments
Net cash provided by operating activities	$	—		$	—		$	—
Net cash provided by investing activities	—			23			23
Net cash used in financing activities	—			(23		)	(23		)

Condensed Consolidating Statement of Cash Flows

	Six months ended June 30, 2014
	Willis Group Holdings - the Parent Issuer			The Guarantors			Other			Consolidating adjustments			Consolidated
	(millions)
NET CASH (USED IN) PROVIDED BY OPERATING ACTIVITIES	$	(18	)	$	168		$	238		$	(236	)	$	152
CASH FLOWS FROM INVESTING ACTIVITIES
Proceeds on disposal of fixed and intangible assets	—			1			2			(1		)	2
Additions to fixed assets	—			(11		)	(44		)	1			(54		)
Additions to intangible assets	—			—			(1		)	—			(1		)
Acquisitions of subsidiaries, net of cash acquired	—			—			(41		)	—			(41		)
Payments to acquire other investments	—			—			(6		)	—			(6		)
Proceeds from disposal of operations, net of cash disposed	—			—			18			—			18
Proceeds from intercompany investing activities	145			120			283			(548		)	—
Repayments of intercompany investing activities	—			—			(37		)	37			—
Net cash provided by investing activities	145			110			174			(511		)	(82		)
CASH FLOWS FROM FINANCING ACTIVITIES
Debt issuance costs	—			—			(3		)	—			(3		)
Repayments of debt	—			(8		)	—			—			(8		)
Repurchase of shares	(117		)	—			—			—			(117		)
Proceeds from issue of shares	93			—			—			—			93
Excess tax benefits from share-based payment arrangement	—			—			2			—			2
Dividends paid	(103		)	—			(236		)	236			(103		)
Acquisition of noncontrolling interests	—			(4		)	—			—			(4		)
Dividends paid to noncontrolling interests	—			—			(15		)	—			(15		)
Proceeds from intercompany financing activities	—			37			—			(37		)	—
Repayments of intercompany financing activities	—			(302		)	(246		)	548			—
Net cash used in financing activities	(127		)	(277		)	(498		)	747			(155		)
DECREASE IN CASH AND CASH EQUIVALENTS	—			1			(86		)	—			(85		)
Effect of exchange rate changes on cash and cash equivalents	—			—			(3		)	—			(3		)
CASH AND CASH EQUIVALENTS, BEGINNING OF PERIOD	3			3			790			—			796
CASH AND CASH EQUIVALENTS, END OF PERIOD	$	3		$	4		$	701		$	—		$	708

Condensed Consolidating Statement of Cash Flows

	Six months ended June 30, 2013
	Willis Group Holdings - the Parent Issuer			The Guarantors			Other			Consolidating adjustments			Consolidated
	(millions)
NET CASH (USED IN) PROVIDED BY OPERATING ACTIVITIES	$	(11	)	$	(138	)	$	286		$	—		$	137
CASH FLOWS FROM INVESTING ACTIVITIES
Proceeds on disposal of fixed and intangible assets	—			2			6			—			8
Additions to fixed assets	—			(9		)	(42		)	—			(51		)
Additions to intangible assets	—			—			(1		)	—			(1		)
Acquisitions of subsidiaries, net of cash acquired	—			—			(29		)	—			(29		)
Payments to acquire other investments	—			—			(2		)	—			(2		)
Proceeds from intercompany investing activities	191			141			3			(335		)	—
Repayments of intercompany investing activities	(147		)	—			(211		)	358			—
Net cash provided by (used in) investing activities	44			134			(276		)	23			(75		)
CASH FLOWS FROM FINANCING ACTIVITIES
Proceeds from draw down of revolving credit facility	—			—			2			—			2
Repayments of debt	—			(8		)	—			—			(8		)
Proceeds from issue of shares	62			—			—			—			62
Excess tax benefits from share-based payment arrangement	—			—			1			—			1
Dividends paid	(95		)	—			—			—			(95		)
Acquisition of noncontrolling interests	—			—			(4		)	—			(4		)
Dividends paid to noncontrolling interests	—			—			(8		)	—			(8		)
Proceeds from intercompany financing activities	—			211			147			(358		)	—
Repayments of intercompany financing activities	—			(194		)	(141		)	335			—
Net cash (used in) provided by financing activities	(33		)	9			(3		)	(23		)	(50		)
INCREASE IN CASH AND CASH EQUIVALENTS	—			5			7			—			12
Effect of exchange rate changes on cash and cash equivalents	—			—			(9		)	—			(9		)
CASH AND CASH EQUIVALENTS, BEGINNING OF PERIOD	1			—			499			—			500
CASH AND CASH EQUIVALENTS, END OF PERIOD	$	1		$	5		$	497		$	—		$	503

	As previously reported			Reclassifications			As Reclassified
	(millions)
Condensed consolidating statement of cash flows for the six months ending 30 June 2013
Willis Group Holdings
Net cash (used in) provided by operating activities	$	(26	)	$	15		$	(11	)
Net cash provided by investing activities	—			44			44
Net cash provided by (used in) financing activities	26			(59		)	(33		)
The Other Guarantors
Net cash provided by (used in) operating activities	$	4		$	575		$	579
Net cash provided by (used in) investing activities	(7		)	(491		)	(498		)
Net cash (used in) provided by financing activities	8			(84		)	(76		)
The Issuer
Net cash provided by (used in) operating activities	$	12		$	(172	)	$	(160	)
Net cash provided by investing activities	—			177			177
Net cash (used in) provided by financing activities	(12		)	(5		)	(17		)
Other
Net cash provided by (used in) operating activities	$	147		$	139		$	286
Net cash used in investing activities	(68		)	(208		)	(276		)
Net cash provided by (used in) financing activities	(72		)	69			(3		)
Consolidating adjustments
Net cash used in operating activities	$	—		$	(557	)	$	(557	)
Net cash provided by investing activities	—			478			478
Net cash provided by (used in) financing activities	—			79			79

Condensed Consolidating Statement of Cash Flows

	Six months ended June 30, 2014
	Willis Group Holdings			The Other Guarantors			The Issuer			Other			Consolidating adjustments			Consolidated
	(millions)
NET CASH (USED IN) PROVIDED BY OPERATING ACTIVITIES	$	(18	)	$	186		$	(18	)	$	238		$	(236	)	$	152
CASH FLOWS FROM INVESTING ACTIVITIES
Proceeds on disposal of fixed and intangible assets	—			1			—			2			(1		)	2
Additions to fixed assets	—			(11		)	—			(44		)	1			(54		)
Additions to intangible assets	—			—			—			(1		)	—			(1		)
Acquisitions of subsidiaries, net of cash acquired	—			—			—			(41		)	—			(41		)
Payments to acquire other investments	—			—			—			(6		)	—			(6		)
Proceeds from disposal of operations, net of cash disposed	—			—			—			18			—			18
Proceeds from intercompany investing activities	145			120			13			283			(561		)	—
Repayments of intercompany investing activities	—			—			—			(37		)	37			—
Net cash provided by investing activities	145			110			13			174			(524		)	(82		)
CASH FLOWS FROM FINANCING ACTIVITIES
Debt issuance costs	—			—			—			(3		)	—			(3		)
Repayments of debt	—			—			(8		)	—			—			(8		)
Repurchase of shares	(117		)	—			—			—			—			(117		)
Proceeds from issue of shares	93			—			—			—			—			93
Excess tax benefits from share-based payment arrangements	—			—			—			2			—			2
Dividends paid	(103		)	—			—			(236		)	236			(103		)
Acquisition of noncontrolling interests	—			(4		)	—			—			—			(4		)
Dividends paid to noncontrolling interests	—			—			—			(15		)	—			(15		)
Proceeds from intercompany financing activities	—			24			13			—			(37		)	—
Repayments of intercompany financing activities	—			(315		)	—			(246		)	561			—
Net cash (used in) provided by financing activities	(127		)	(295		)	5			(498		)	760			(155		)
DECREASE IN CASH AND CASH EQUIVALENTS	—			1			—			(86		)	—			(85		)
Effect of exchange rate changes on cash and cash equivalents	—			—			—			(3		)	—			(3		)
CASH AND CASH EQUIVALENTS, BEGINNING OF PERIOD	3			3			—			790			—			796
CASH AND CASH EQUIVALENTS, END OF PERIOD	$	3		$	4		$	—		$	701		$	—		$	708

Condensed Consolidating Statement of Cash Flows

	Six months ended June 30, 2013
	Willis Group Holdings			The Other Guarantors			The Issuer			Other			Consolidating adjustments			Consolidated
	(millions)
NET CASH (USED IN) PROVIDED BY OPERATING ACTIVITIES	$	(11	)	$	579		$	(160	)	$	286		$	(557	)	$	137
CASH FLOWS FROM INVESTING ACTIVITIES
Proceeds on disposal of fixed and intangible assets	—			2			—			6			—			8
Additions to fixed assets	—			(9		)	—			(42		)	—			(51		)
Additions to intangible assets	—			—			—			(1		)	—			(1		)
Acquisitions of subsidiaries, net of cash acquired	—			—			—			(29		)	—			(29		)
Payments to acquire other investments	—			—			—			(2		)	—			(2		)
Proceeds from intercompany investing activities	191			66			177			3			(437		)	—
Repayments of intercompany investing activities	(147		)	(557		)	—			(211		)	915			—
Net cash provided by (used in) investing activities	44			(498		)	177			(276		)	478			(75		)
CASH FLOWS FROM FINANCING ACTIVITIES
Proceeds from draw down of revolving credit facility	—			—			—			2			—			2
Repayments of debt	—			—			(8		)	—			—			(8		)
Proceeds from issue of shares	62			—			—			—			—			62
Excess tax benefits from share-based payment arrangements	—			—			—			1			—			1
Dividends paid	(95		)	—			(557		)	—			557			(95		)
Acquisition of noncontrolling interests	—			—			—			(4		)	—			(4		)
Dividends paid to noncontrolling interests	—			—			—			(8		)	—			(8		)
Proceeds from intercompany financing activities	—			164			604			147			(915		)	—
Repayments of intercompany financing activities	—			(240		)	(56		)	(141		)	437			—
Net cash (used in) provided by financing activities	(33		)	(76		)	(17		)	(3		)	79			(50		)
INCREASE IN CASH AND CASH EQUIVALENTS	—			5			—			7			—			12
Effect of exchange rate changes on cash and cash equivalents	—			—			—			(9		)	—			(9		)
CASH AND CASH EQUIVALENTS, BEGINNING OF PERIOD	1			—			—			499			—			500
CASH AND CASH EQUIVALENTS, END OF PERIOD	$	1		$	5		$	—		$	497		$	—		$	503