

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

On March 17, 2011, the Company issued senior notes totaling $800 million in a registered public offering. These debt securities were issued by Willis Group Holdings (‘Holdings Debt Securities’) and 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 Limited (previously registered as Trinity Acquisition plc), Willis Group Limited and Willis North America (the ‘Guarantors’).

The guarantor structure described above differs from the 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 30) 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 for the year ended December 31, 2014 of Willis Group Holdings and the Guarantors.

Condensed Consolidating Statement of Operations



	Year Ended December 31, 2014
	Willis Group Holdings — the Parent Issuer			The Guarantors			Other			Consolidating adjustments			Consolidated
	(millions)
REVENUES
Commissions and fees	$	—		$	8		$	3,759		$	—		$	3,767
Investment income	—			—			16			—			16
Other income	—			—			19			—			19
Total revenues	—			8			3,794			—			3,802
EXPENSES
Salaries and benefits	(1		)	(81		)	(2,232		)	—			(2,314		)
Other operating expenses	(16		)	(133		)	(510		)	—			(659		)
Depreciation expense	—			(21		)	(71		)	—			(92		)
Amortization of intangible assets	—			—			(54		)	—			(54		)
Restructuring expenses	—			(14		)	(22		)	—			(36		)
Total expenses	(17		)	(249		)	(2,889		)	—			(3,155		)
OPERATING (LOSS) INCOME	(17		)	(241		)	905			—			647
Other (expense) income, net	(15		)	(220		)	11			230			6
Income from Group undertakings	—			424			102			(526		)	—
Expenses due to Group undertakings	—			(102		)	(424		)	526			—
Interest expense	(43		)	(80		)	(12		)	—			(135		)
(LOSS) INCOME FROM CONTINUING OPERATIONS BEFORE INCOME TAXES AND INTEREST IN EARNINGS OF ASSOCIATES	(75		)	(219		)	582			230			518
Income taxes	—			49			(208		)	—			(159		)
(LOSS) INCOME FROM CONTINUING OPERATIONS BEFORE INTEREST IN EARNINGS OF ASSOCIATES	(75		)	(170		)	374			230			359
Interest in earnings of associates, net of tax	—			10			4			—			14
Equity account for subsidiaries	437			588			—			(1,025		)	—
NET INCOME	362			428			378			(795		)	373
Less: Net income attributable to noncontrolling interests	—			—			(11		)	—			(11		)
NET INCOME ATTRIBUTABLE TO WILLIS GROUP HOLDINGS	$	362		$	428		$	367		$	(795	)	$	362

Condensed Consolidating Statement of Comprehensive Income



	Year Ended December 31, 2014
	Willis Group Holdings—the Parent Issuer			The Guarantors		Other			Consolidating adjustments			Consolidated
	(millions)
Comprehensive (loss) income	$	(11	)	$	69	$	49		$	(113	)	$	(6	)
Less: Comprehensive income attributable to noncontrolling interests	—			—		(5		)	—			(5		)
Comprehensive (loss) income attributable to Willis Group Holdings	$	(11	)	$	69	$	44		$	(113	)	$	(11	)

Condensed Consolidating Statement of Operations



	Year Ended December 31, 2013
	Willis Group Holdings — the Parent Issuer			The Guarantors			Other			Consolidating adjustments			Consolidated
	(millions)
REVENUES
Commissions and fees	$	—		$	8		$	3,625		$	—		$	3,633
Investment income	—			—			15			—			15
Other income	—			—			7			—			7
Total revenues	—			8			3,647			—			3,655
EXPENSES
Salaries and benefits	(1		)	(103		)	(2,103		)	—			(2,207		)
Other operating expenses	(5		)	(232		)	(399		)	—			(636		)
Depreciation expense	—			(23		)	(71		)	—			(94		)
Amortization of intangible assets	—			—			(55		)	—			(55		)
Total expenses	(6		)	(358		)	(2,628		)	—			(2,992		)
OPERATING (LOSS) INCOME	(6		)	(350		)	1,019			—			663
Other income (expense), net	5			(4		)	31			(10		)	22
Income from Group undertakings	—			466			86			(552		)	—
Expenses due to Group undertakings	(10		)	(86		)	(456		)	552			—
Loss on extinguishment of debt	—			(60		)	—			—			(60		)
Interest expense	(42		)	(79		)	(5		)	—			(126		)
(LOSS) INCOME FROM CONTINUING OPERATIONS BEFORE INCOME TAXES AND INTEREST IN EARNINGS OF ASSOCIATES	(53		)	(113		)	675			(10		)	499
Income taxes	—			23			(145		)	—			(122		)
(LOSS) INCOME FROM CONTINUING OPERATIONS BEFORE INTEREST IN EARNINGS OF ASSOCIATES	(53		)	(90		)	530			(10		)	377
Interest in earnings of associates, net of tax	—			9			(9		)	—			—
Equity account for subsidiaries	418			498			—			(916		)	—
NET INCOME	365			417			521			(926		)	377
Less: Net income attributable to noncontrolling interests	—			—			(12		)	—			(12		)
NET INCOME ATTRIBUTABLE TO WILLIS GROUP HOLDINGS	$	365		$	417		$	509		$	(926	)	$	365

Condensed Consolidating Statement of Comprehensive Income



	Year Ended December 31, 2013
	Willis Group Holdings—the Parent Issuer		The Guarantors		Other			Consolidating adjustments			Consolidated
	(millions)
Comprehensive income	$	522	$	565	$	636		$	(1,189	)	$	534
Less: Comprehensive income attributable to noncontrolling interests	—		—		(12		)	—			(12		)
Comprehensive income attributable to Willis Group Holdings	$	522	$	565	$	624		$	(1,189	)	$	522

Condensed Consolidating Statement of Operations



	Year Ended December 31, 2012
	Willis Group Holdings — the Parent Issuer			The Guarantors			Other			Consolidating adjustments			Consolidated
	(millions)
REVENUES
Commissions and fees	$	—		$	—		$	3,458		$	—		$	3,458
Investment income	—			1			17			—			18
Other income	—			—			4			—			4
Total revenues	—			1			3,479			—			3,480
EXPENSES
Salaries and benefits	(2		)	(96		)	(2,377		)	—			(2,475		)
Other operating expenses	(6		)	(158		)	(436		)	—			(600		)
Depreciation expense	—			(16		)	(63		)	—			(79		)
Amortization of intangible assets	—			—			(59		)	—			(59		)
Goodwill impairment charge	—			—			(492		)	—			(492		)
Total expenses	(8		)	(270		)	(3,427		)	—			(3,705		)
OPERATING (LOSS) INCOME	(8		)	(269		)	52			—			(225		)
Other income (expense), net	2			(3		)	17			—			16
Income from Group undertakings	—			409			111			(520		)	—
Expenses due to Group undertakings	—			(106		)	(414		)	520			—
Interest expense	(43		)	(77		)	(8		)	—			(128		)
LOSS FROM CONTINUING OPERATIONS BEFORE INCOME TAXES AND INTEREST IN EARNINGS OF ASSOCIATES	(49		)	(46		)	(242		)	—			(337		)
Income taxes	—			65			(166		)	—			(101		)
(LOSS) INCOME FROM CONTINUING OPERATIONS BEFORE INTEREST IN EARNINGS OF ASSOCIATES	(49		)	19			(408		)	—			(438		)
Interest in earnings of associates, net of tax	—			8			(3		)	—			5
Equity account for subsidiaries	(397		)	(424		)	—			821			—
NET LOSS	(446		)	(397		)	(411		)	821			(433		)
Less: Net income attributable to noncontrolling interests	—			—			(13		)	—			(13		)
NET LOSS ATTRIBUTABLE TO WILLIS GROUP HOLDINGS	$	(446	)	$	(397	)	$	(424	)	$	821		$	(446	)

Condensed Consolidating Statement of Comprehensive Income



	Year Ended December 31, 2012
	Willis Group Holdings—the Parent Issuer			The Guarantors			Other			Consolidating adjustments		Consolidated
	(millions)
Comprehensive loss	$	(552	)	$	(494	)	$	(519	)	$	1,026	$	(539	)
Less: Comprehensive income attributable to noncontrolling interests	—			—			(13		)	—		(13		)
Comprehensive loss attributable to Willis Group Holdings	$	(552	)	$	(494	)	$	(532	)	$	1,026	$	(552	)

Condensed Consolidating Balance Sheet



	As at December 31, 2014
	Willis Group Holdings — the Parent Issuer		The Guarantors		Other		Consolidating adjustments			Consolidated
	(millions)
ASSETS
CURRENT ASSETS
Cash and cash equivalents	$	9	$	2	$	624	$	—		$	635
Accounts receivable, net	—		4		1,040		—			1,044
Fiduciary assets	—		—		8,948		—			8,948
Deferred tax assets	—		—		12		—			12
Other current assets	1		37		205		(29		)	214
Amounts due from group undertakings	3,674		731		1,114		(5,519		)	—
Total current assets	3,684		774		11,943		(5,548		)	10,853
NON-CURRENT ASSETS
Investments in subsidiaries	—		3,528		—		(3,528		)	—
Fixed assets, net	—		62		421		—			483
Goodwill	—		—		2,937		—			2,937
Other intangible assets, net	—		—		450		—			450
Investments in associates	—		147		22		—			169
Deferred tax assets	—		—		9		—			9
Pension benefits asset	—		—		314		—			314
Other non-current assets	3		10		207		—			220
Non-current amounts due from group undertakings	—		740		—		(740		)	—
Total non-current assets	3		4,487		4,360		(4,268		)	4,582
TOTAL ASSETS	$	3,687	$	5,261	$	16,303	$	(9,816	)	$	15,435
LIABILITIES AND STOCKHOLDERS’ EQUITY
CURRENT LIABILITIES
Fiduciary liabilities	$	—	$	—	$	8,948	$	—		$	8,948
Deferred revenue and accrued expenses	1		34		584		—			619
Income taxes payable	—		7		55		(29		)	33
Short-term debt and current portion on long-term debt	—		166		1		—			167
Deferred tax liabilities	—		—		21		—			21
Other current liabilities	67		57		320		—			444
Amounts due to group undertakings	—		4,623		896		(5,519		)	—
Total current liabilities	68		4,887		10,825		(5,548		)	10,232
NON-CURRENT LIABILITIES
Investments in subsidiaries	838		—		—		(838		)	—
Long-term debt	796		1,346		—		—			2,142
Liabilities for pension benefits	—		—		284		—			284
Deferred tax liabilities	—		—		128		—			128
Provisions for liabilities	—		—		194		—			194
Other non-current liabilities	—		17		372		—			389
Non-current amounts due to group undertakings	—		—		740		(740		)	—
Total non-current liabilities	1,634		1,363		1,718		(1,578		)	3,137
TOTAL LIABILITIES	$	1,702	$	6,250	$	12,543	$	(7,126	)	$	13,369

Condensed Consolidating Balance Sheet



	As at December 31, 2014
	Willis Group Holdings — the Parent Issuer		The Guarantors			Other		Consolidating adjustments			Consolidated
	(millions)
REDEEMABLE NONCONTROLLING INTEREST	—		—			59		—			59

EQUITY
Total Willis Group Holdings stockholders’ equity	1,985		(989		)	3,679		(2,690		)	1,985
Noncontrolling interests	—		—			22		—			22
Total equity	1,985		(989		)	3,701		(2,690		)	2,007
TOTAL LIABILITIES AND EQUITY	$	3,687	$	5,261		$	16,303	$	(9,816	)	$	15,435

Condensed Consolidating Balance Sheet



	As at 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 from 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 from 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



	As at 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



	Year Ended December 31, 2014
	Willis Group Holdings — the Parent Issuer			The Guarantors			Other			Consolidating adjustments			Consolidated
	(millions)
NET CASH (USED IN) PROVIDED BY OPERATING ACTIVITIES	$	(35	)	$	652		$	212		$	(352	)	$	477
CASH FLOWS FROM INVESTING ACTIVITIES
Proceeds on disposal of fixed and intangible assets	—			1			6			(1		)	6
Additions to fixed assets	—			(19		)	(95		)	1			(113		)
Additions to intangibles assets	—			—			(4		)	—			(4		)
Acquisitions of subsidiaries, net of cash acquired	—			—			(241		)	—			(241		)
Payments to acquire other investments	—			—			(10		)	—			(10		)
Proceeds from disposal of operations, net of cash disposed	—			—			86			—			86
Proceeds from intercompany investing activities	361			120			435			(916		)	—
Repayments of intercompany investing activities	—			(180		)	(46		)	226			—
Additional investment in subsidiaries	(31		)	—			—			31			—
Net cash provided by (used in) investing activities	330			(78		)	131			(659		)	(276		)
CASH FLOWS FROM FINANCING ACTIVITIES
Debt issuance costs	—			—			(3		)	—			(3		)
Repayments of debt	—			(15		)	—			—			(15		)
Repurchase of shares	(213		)	—			—			—			(213		)
Proceeds from the issue of shares	134			—			31			(31		)	134
Excess tax benefits from share-based payment arrangements	—			—			5			—			5
Dividends paid	(210		)	—			(352		)	352			(210		)
Acquisition of noncontrolling interests	—			(4		)	—			—			(4		)
Dividends paid to noncontrolling interests	—			—			(17		)	—			(17		)
Proceeds from intercompany financing activities	—			46			180			(226		)	—
Repayments of intercompany financing activities	—			(602		)	(314		)	916			—
Net cash used in financing activities	(289		)	(575		)	(470		)	1,011			(323		)
INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS	6			(1		)	(127		)	—			(122		)
Effect of exchange rate changes on cash and cash equivalents	—			—			(39		)	—			(39		)
CASH AND CASH EQUIVALENTS, BEGINNING OF YEAR	3			3			790			—			796
CASH AND CASH EQUIVALENTS, END OF YEAR	$	9		$	2		$	624		$	—		$	635

Condensed Consolidating Statement of Cash Flows



	Year Ended December 31, 2013
	Willis Group Holdings — the Parent Issuer			The Guarantors			Other			Consolidating adjustments			Consolidated
	(millions)
NET CASH PROVIDED BY (USED IN) OPERATING ACTIVITIES	$	4		$	(98	)	$	662		$	(7	)	$	561
CASH FLOWS FROM INVESTING ACTIVITIES
Proceeds on disposal of fixed and intangible assets	—			3			9			—			12
Additions to fixed assets	—			(18		)	(94		)	—			(112		)
Additions to intangible assets	—			—			(7		)	—			(7		)
Acquisitions of subsidiaries, net of cash acquired	—			(237		)	(30		)	237			(30		)
Payments to acquire other investments	—			—			(7		)	—			(7		)
Proceeds from sale of associates	—			—			4			—			4
Proceeds from sale of operations, net of cash disposed	—			—			257			(237		)	20
Proceeds from intercompany investing activities	383			223			60			(666		)	—
Repayments of intercompany investing activities	(347		)	(120		)	(780		)	1,247			—
Net cash provided by (used in) investing activities	36			(149		)	(588		)	581			(120		)
CASH FLOWS FROM FINANCING ACTIVITIES
Senior notes issued	—			522			—			—			522
Debt issuance costs	—			(8		)	—			—			(8		)
Repayments of debt	—			(536		)	—			—			(536		)
Tender premium on extinguishment of senior notes	—			(65		)	—			—			(65		)
Proceeds from the issue of shares	155			—			—			—			155
Excess tax benefits from share-based payment arrangements	—			—			2			—			2
Dividends paid	(193		)	—			(7		)	7			(193		)
Acquisition of noncontrolling interests	—			—			(4		)	—			(4		)
Dividends paid to noncontrolling interests	—			—			(10		)	—			(10		)
Proceeds from intercompany financing activities	—			780			467			(1,247		)	—
Repayments of intercompany financing activities	—			(443		)	(223		)	666			—
Net cash (used in) provided by financing activities	(38		)	250			225			(574		)	(137		)
INCREASE IN CASH AND CASH EQUIVALENTS	2			3			299			—			304
Effect of exchange rate changes on cash and cash equivalents	—			—			(8		)	—			(8		)
CASH AND CASH EQUIVALENTS, BEGINNING OF YEAR	1			—			499			—			500
CASH AND CASH EQUIVALENTS, END OF YEAR	$	3		$	3		$	790		$	—		$	796

Condensed Consolidating Statement of Cash Flows



	Year Ended December 31, 2012
	Willis Group Holdings — the Parent Issuer			The Guarantors			Other			Consolidating adjustments			Consolidated
	(millions)
NET CASH (USED IN) PROVIDED BY OPERATING ACTIVITIES	$	(23	)	$	1,460		$	(97	)	$	(815	)	$	525
CASH FLOWS FROM INVESTING ACTIVITIES
Proceeds on disposal of fixed and intangible assets	—			—			5			—			5
Additions to fixed assets	—			(26		)	(109		)	—			(135		)
Additions to intangible assets	—			—			(2		)	—			(2		)
Acquisitions of subsidiaries, net of cash acquired	—			—			(33		)	—			(33		)
Payments to acquire other investments	—			—			(7		)	—			(7		)
Proceeds from intercompany investing activities	256			150			1,230			(1,636		)	—
Repayments of intercompany investing activities	—			(328		)	(81		)	409			—
Net cash provided by (used in) investing activities	256			(204		)	1,003			(1,227		)	(172		)
CASH FLOWS FROM FINANCING ACTIVITIES
Repayments of debt	—			(15		)	—			—			(15		)
Proceeds from the issue of other debt	—			1			—			—			1
Repurchase of shares	(100		)	—			—			—			(100		)
Proceeds from issue of shares	53			—			—			—			53
Excess tax benefits from share-based payment arrangements	—			—			2			—			2
Dividends paid	(185		)	—			(815		)	815			(185		)
Proceeds from sale of noncontrolling interest	—			—			3			—			3
Acquisition of noncontrolling interests	—			—			(39		)	—			(39		)
Dividends paid to noncontrolling interests	—			—			(11		)	—			(11		)
Proceeds from intercompany financing activities	—			81			328			(409		)	—
Repayments of intercompany financing activities	—			(1,486		)	(150		)	1,636			—
Net cash used in financing activities	(232		)	(1,419		)	(682		)	2,042			(291		)
INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS	1			(163		)	224			—			62
Effect of exchange rate changes on cash and cash equivalents	—			—			2			—			2
CASH AND CASH EQUIVALENTS, BEGINNING OF YEAR	—			163			273			—			436
CASH AND CASH EQUIVALENTS, END OF YEAR	$	1		$	—		$	499		$	—		$	500