The change in equity [net assets] of a business enterprise during a period from transactions and other events and circumstances from non-owner sources which are attributable to noncontrolling interests. It includes all changes in equity during a period except those resulting from investments by owners and distributions to owners, which are directly or indirectly attributable to that ownership interest in subsidiary equity which is not attributable to the parent.

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The change in equity [net assets] of a business enterprise during a period from transactions and other events and circumstances from non-owner sources which are attributable to the economic entity, including both controlling (parent) and noncontrolling interests. It includes all changes in equity during a period except those resulting from investments by owners and distributions to owners, including any and all transactions which are directly or indirectly attributable to that ownership interest in subsidiary equity which is not attributable to the parent.

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CONDENSED CONSOLIDATED BALANCE SHEETS (USD $) In Millions, unless otherwise specified	Sep. 30, 2013	Dec. 31, 2012
CURRENT ASSETS
Cash and cash equivalents	$ 623	$ 500
Accounts receivable, net	985	933
Fiduciary assets	9,197	9,271
Deferred tax assets	14	13
Other current assets	195	181
Total current assets	11,014	10,898
NON-CURRENT ASSETS
Fixed assets, net	472	468
Goodwill	2,846	2,827
Other intangible assets, net	361	385
Investments in associates	184	174
Deferred tax assets	6	18
Pension benefits asset	253	136
Other non-current assets	187	206
Total non-current assets	4,309	4,214
TOTAL ASSETS	15,323	15,112
CURRENT LIABILITIES
Fiduciary liabilities	9,197	9,271
Deferred revenue and accrued expenses	489	541
Income taxes payable	33	19
Short-term debt and current portion of long-term debt	17	15
Deferred tax liabilities	18	21
Other current liabilities	381	327
Total current liabilities	10,135	10,194
NON-CURRENT LIABILITIES
Long-term debt	2,315	2,338
Liability for pension benefits	229	282
Deferred tax liabilities	36	18
Provisions for liabilities	208	180
Other non-current liabilities	353	375
Total non-current liabilities	3,141	3,193
Total liabilities	13,276	13,387
COMMITMENTS AND CONTINGENCIES
EQUITY
Preference shares, $0.000115 nominal value; Authorized: 1,000,000,000; Issued nil shares in 2013 and 2012	0	0
Additional paid-in capital	1,258	1,125
Retained earnings	1,577	1,427
Accumulated other comprehensive loss, net of tax	(808)	(850)
Treasury shares, at cost, 46,408 shares, $0.000115 nominal value, in 2013 and 2012 and 40,000 shares, €1 nominal value, in 2013 and 2012	(3)	(3)
Total Willis Group Holdings stockholders’ equity	2,024	1,699
Noncontrolling interests	23	26
Total equity	2,047	1,725
TOTAL LIABILITIES AND EQUITY	15,323	15,112
Nominal Value In Dollars [Member]
EQUITY
Ordinary shares	0	0
Nominal Value In Euros [Member]
EQUITY
Ordinary shares	$ 0	$ 0

CONDENSED CONSOLIDATED BALANCE SHEETS (Parenthetical)	Sep. 30, 2013 USD ($)	Dec. 31, 2012 USD ($)	Sep. 30, 2013 Nominal Value In Dollars [Member] USD ($)	Dec. 31, 2012 Nominal Value In Dollars [Member] USD ($)	Sep. 30, 2013 Nominal Value In Euros [Member] EUR (€)	Dec. 31, 2012 Nominal Value In Euros [Member] EUR (€)
Ordinary shares, nominal value			$ 0.000115	$ 0.000115	€ 1	€ 1
Ordinary shares, shares authorized			4,000,000,000	4,000,000,000	40,000	40,000
Ordinary shares, shares issued			177,299,202	173,178,733	40,000	40,000
Preference shares, nominal value	$ 0.000115	$ 0.000115
Preference shares, shares authorized	1,000,000,000	1,000,000,000
Preference shares, shares issued	0	0
Treasury shares, nominal value			$ 0.000115	$ 0.000115	€ 1	€ 1
Treasury stock, shares			46,408	46,408	40,000	40,000

Face amount or stated value per share of nonredeemable preferred stock (or preferred stock redeemable solely at the option of the issuer); generally not indicative of the fair market value per share.

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CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (USD $) In Millions, unless otherwise specified	9 Months Ended
	Sep. 30, 2013	Sep. 30, 2012
CASH FLOWS FROM OPERATING ACTIVITIES
Net income	$ 303	$ 368
Adjustments to reconcile net income to total net cash provided by operating activities:
Income (Loss) from Discontinued Operations, Net of Tax, Attributable to Parent	0	(1)
Net gain on disposal of operations and fixed and intangible assets	(3)	(2)
Depreciation expense	68	59
Amortization of intangible assets	42	44
Amortization of cash retention awards	5	165
Net periodic (income) cost of defined benefit pension plans	(3)	1
Provision for doubtful debts	3	9
Provision for deferred income taxes	18	47
Excess Tax Benefit (Tax Deficiency) from Share-based Compensation, Operating Activities	(1)	(2)
Share-based compensation	31	24
Gain on derivative instruments	20	14
Redemption Premium	65	0
Undistributed earnings of associates	(3)	(8)
Effect of exchange rate changes on net income	(6)	(10)
Change in operating assets and liabilities, net of effects from purchase of subsidiaries:
Accounts receivable	(56)	8
Fiduciary assets	27	(1,009)
Fiduciary liabilities	(27)	1,009
Cash incentives paid	(328)	(304)
Funding of defined benefit pension plans	(125)	(115)
Other assets	14	(37)
Other liabilities	294	68
Movement on provisions	28	(18)
Net cash provided by continuing operating activities	366	310
CASH FLOWS FROM INVESTING ACTIVITIES
Proceeds on disposal of fixed and intangible assets	9	8
Additions to fixed assets	(78)	(97)
Payments to Acquire Intangible Assets	(1)	(1)
Acquisitions of subsidiaries, net of cash acquired	(30)	(4)
Payments to acquire other investments	(5)	(5)
Net cash used in continuing investing activities	(105)	(99)
INCREASE IN CASH AND CASH EQUIVALENTS FROM OPERATING AND INVESTING ACTIVITIES	261	211
CASH FLOWS FROM FINANCING ACTIVITIES
Proceeds from draw down of revolving credit facilities	2	20
Proceeds from Issuance of Senior Long-term Debt	522	0
Payments of Debt Issuance Costs	(8)	0
Repayments of debt	(532)	(11)
Payments of Debt Extinguishment Costs	(65)	0
Repurchase of shares	0	(100)
Proceeds from issue of shares	105	41
Excess Tax Benefit (Tax Deficiency) from Share-based Compensation, Financing Activities	1	2
Dividends paid	(144)	(139)
Proceeds from Noncontrolling Interests	0	3
Acquisition of noncontrolling interests	(4)	(29)
Dividends paid to noncontrolling interests	(9)	(11)
Net cash used in continuing financing activities	(132)	(224)
INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS	129	(13)
Effect of exchange rate changes on cash and cash equivalents	(6)	1
CASH AND CASH EQUIVALENTS, BEGINNING OF PERIOD	500	436
CASH AND CASH EQUIVALENTS, END OF PERIOD	$ 623	$ 424

NATURE OF OPERATIONS	9 Months Ended
NATURE OF OPERATIONS	Sep. 30, 2013
Organization, Consolidation and Presentation of Financial Statements [Abstract]
NATURE OF OPERATIONS	NATURE OF OPERATIONS Willis provides a broad range of insurance and reinsurance broking and risk management consulting services to its clients worldwide, both directly and indirectly through its associates. The Company provides both specialized risk management advisory and consulting services on a global basis to clients engaged in specific industrial and commercial activities, and services to small, medium and large corporations through its retail operations. In its capacity as an advisor, insurance and reinsurance broker, the Company acts as an intermediary between clients and insurance carriers by advising clients on risk management requirements, helping clients determine the best means of managing risk, and negotiating and placing insurance risk with insurance carriers through the Company’s global distribution network.

BASIS OF PRESENTATION AND SIGNIFICANT ACCOUNTING POLICIES	9 Months Ended
	Sep. 30, 2013
Accounting Policies [Abstract]
BASIS OF PRESENTATION AND SIGNIFICANT ACCOUNTING POLICIES	BASIS OF PRESENTATION AND SIGNIFICANT ACCOUNTING POLICIES The accompanying condensed consolidated financial statements (‘Interim Financial Statements’) have been prepared in accordance with accounting principles generally accepted in the United States of America (‘US GAAP’). The Interim Financial Statements are unaudited but include all adjustments (consisting of normal recurring adjustments) which the Company’s management considers necessary for a fair presentation of the financial position as of such dates and the operating results and cash flows for those periods. Certain information and footnote disclosures normally included in financial statements prepared in accordance with US GAAP have been condensed or omitted. However, the Company believes that the disclosures are adequate to make the information presented not misleading. The results of operations for the nine months ended September 30, 2013 may not necessarily be indicative of the operating results for the entire fiscal year. These Interim Financial Statements should be read in conjunction with the Company’s consolidated balance sheets as of December 31, 2012 and 2011, and the related consolidated statements of operations, comprehensive income, cash flows and changes in equity for each of the three years in the period ended December 31, 2012 included in the Annual Report on Form 10-K filed with the Securities and Exchange Commission on February 28, 2013 (‘2012 10-K’) and as amended by Current Report on Form 8-K subsequently filed on August 8, 2013. In February 2013, the Financial Accounting Standards Board ('FASB') issued Accounting Standards Update ('ASU') No. 2013-02, Reporting of Amounts Reclassified Out of Accumulated Other Comprehensive Income (ASU 2013-02). This guidance is the culmination of the FASB's deliberation on reporting reclassification adjustments from accumulated other comprehensive income (AOCI). The amendments in ASU 2013-02 do not change the current requirements for reporting net income or other comprehensive income but do require disclosure of amounts reclassified out of AOCI in its entirety, by component, on the face of the statement of operations or in the notes thereto. Amounts that are not required to be reclassified in their entirety to net income must be cross-referenced to other disclosures that provide additional detail. This standard is effective prospectively for annual and interim reporting periods beginning after December 15, 2012 and has been applied for this third quarter 2013 - see Note 16 - 'Comprehensive Income'. In July 2013, the FASB issued ASU No. 2013-11, Presentation of an Unrecognized Tax Benefit When a Net Operating Loss Carryforward, a Similar Tax Loss, or a Tax Credit Carryforward Exists - a consensus of the FASB Emerging Issues Task Force (ASU 2013-11) which provides guidance on financial statement presentation of an unrecognized tax benefit when a net operating loss carryforward (NOL), or similar tax loss, or a tax credit carryforward exists. Such unrecognized tax benefits are required to be presented as a reduction of a deferred tax asset for a NOL or other tax credit carryforward whenever the NOL or tax credit carryforward would be available to reduce the additional taxable income or tax due if the tax position is disallowed. This standard is effective prospectively for annual and interim reporting periods beginning after December 15, 2013 although early adoption is permitted. The Company is currently evaluating the impact that adoption of this guidance will have on the consolidated financial statements.

SALARIES AND BENEFITS EXPENSE	9 Months Ended
SALARIES AND BENEFITS EXPENSE	Sep. 30, 2013
Compensation Related Costs [Abstract]
SALARIES AND BENEFITS EXPENSE	SALARIES AND BENEFITS EXPENSE Severance Costs Severance costs arise in the normal course of business and these charges amounted to $2 million in the nine months ended September 30, 2013 (nine months ended September 30, 2012: $2 million). Of these costs, $nil was incurred in the three months ended September 30, 2013 (three months ended September 30, 2012: $nil). During the nine months ended September 30, 2013, the Company incurred additional salaries and benefits costs of $29 million, of which $28 million related to severance costs, in relation to an Expense Reduction Initiative in the first quarter. These costs related to 207 positions that have been eliminated.

The entire disclosure for compensation costs, including compensated absences accruals, compensated absences liability, deferred compensation arrangements and income statement compensation items. Deferred compensation arrangements may include a description of an arrangement with an individual employee, which is generally an employment contract between the entity and a selected officer or key employee containing a promise by the employer to pay certain amounts at designated future dates, usually including a period after retirement, upon compliance with stipulated requirements. This type of arrangement is distinguished from broader based employee benefit plans as it is usually tailored to the employee. Disclosure also typically includes the amount of related compensation expense recognized during the reporting period, the number of shares (units) issued during the period under such arrangements, and the carrying amount as of the balance sheet date of the related liability.

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INCOME TAXES

9 Months Ended

Sep. 30, 2013

Income Tax Disclosure [Abstract]

INCOME TAXES

The tables below reflect the components of the three and nine months ended September 30, 2013 and 2012 tax charge:



	Income before tax			Tax			Effective tax rate
	(millions, except percentages)
Three months ended September 30, 2013
Non-US ordinary income taxed at estimated annual effective tax rate	$	45		$	(9	)	20	%
US ordinary income and tax charge	(60		)	(4		)	(7	)%
Items where tax effect is treated discretely:
Impact of reduction in UK tax rate on deferred tax balances	—			1			—	%
Benefit derived from the reduction in estimate of annual effective tax rate applied to ordinary income of the prior two quarters	—			1			—	%
As reported	$	(15	)	$	(11	)	(73	)%
Three months ended September 30, 2012
Ordinary income taxed at estimated annual effective tax rate	$	39		$	(9	)	24	%
Items where tax effect is treated discretely:
Impact of reduction in UK tax rate on deferred tax balances	—			1			—	%
Net adjustment in respect of prior periods	—			(3		)	—	%
Non-tax deductible loss on disposal of operations	(1		)	—			—	%
Benefit derived from the reduction in estimate of annual effective tax rate applied to ordinary income of the prior two quarters	—			1			—	%
As reported	$	38		$	(10	)	26	%



	Income before tax			Tax			Effective tax rate
	(millions, except percentages)
Nine months ended September 30, 2013
Non-US ordinary income taxed at estimated annual effective tax rate	$	386		$	(79	)	20	%
US ordinary income and tax charge	(6		)	(10		)	(167	)%
Items where tax effect is treated discretely:
Impact of reduction in UK tax rate on deferred tax balances	$	—		$	1		—	%
As reported	$	380		$	(88	)	23	%
Nine months ended September 30, 2012
Ordinary income taxed at estimated annual effective tax rate	$	482		$	(117	)	24	%
Items where tax effect is treated discretely:
Write-off of uncollectible accounts receivable balance in North America	(12		)	5			41	%
Net adjustment is respect of prior periods	—			(3		)	—	%
Non-tax deductible loss on disposal of operations	(1		)	—			—	%
Impact of reduction in UK tax rate on deferred tax balances	—			1			—	%
As reported	$	469		$	(114	)	24	%

For interim income tax reporting purposes, the Company generally determines its best estimate of an annual effective tax rate and applies that rate to its year-to-date ordinary income. The Company's estimated annual effective tax rate excludes significant, unusual or infrequently occurring items and certain other items excluded pursuant to the US GAAP authoritative guidance where applicable. The income tax expense (or benefit) related to all other items is individually computed and recognized when the items occur.

An $11 million tax expense was recorded on a pre-tax net loss of $15 million which was driven by the charges related to the early extinguishment of debt that was issued by Willis North America. As previously disclosed, the Company has maintained a valuation allowance against net US deferred tax assets. Therefore, no tax benefit was recognized for the debt extinguishment charges recorded during the quarter, resulting in a higher consolidated tax expense. When looking at the quarter’s results excluding the extinguishment charges, the tax rate was approximately 24 percent.

For the nine months ended September 30, 2013, the reported tax rate was approximately 23 percent. The reported tax rate for the three and nine months ended September 30, 2012 was 26 percent and 24 percent, respectively.

The Company's tax rate differs from the US statutory income tax rate of 35 percent primarily due to income being subject to tax in numerous non-US jurisdictions with varying tax rates, as well as the valuation allowance maintained in the US due to losses incurred in recent years.

The entire disclosure for income taxes. Disclosures may include net deferred tax liability or asset recognized in an enterprise's statement of financial position, net change during the year in the total valuation allowance, approximate tax effect of each type of temporary difference and carryforward that gives rise to a significant portion of deferred tax liabilities and deferred tax assets, utilization of a tax carryback, and tax uncertainties information.

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-Name Regulation S-X (SX)

-Number 210

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-Article 4

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-Publisher FASB

-Name Statement of Financial Accounting Standard (FAS)

-Number 109

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EARNINGS PER SHARE

9 Months Ended

Sep. 30, 2013

Earnings Per Share [Abstract]

EARNINGS PER SHARE

Basic and diluted earnings per share are calculated by dividing net income attributable to Willis Group Holdings by the average number of shares outstanding during each period. The computation of diluted earnings per share reflects the potential dilution that could occur if dilutive securities and other contracts to issue shares were exercised or converted into shares or resulted in the issuance of shares that then shared in the net income of the Company.

In periods where losses are reported the weighted average shares outstanding excludes the potentially issuable shares described above, because their inclusion would be antidilutive.

At September 30, 2013, time-based and performance-based options to purchase 7.8 million and 5.6 million shares (September 30, 2012: 9.2 million and 7.2 million), respectively, and 1.7 million restricted stock units (September 30, 2012: 1.2 million) were outstanding.

Basic and diluted earnings per share are as follows:



	Three months ended September 30,					Nine months ended September 30,
	2013			2012		2013			2012
	(millions, except per share data)
Net (loss) income attributable to Willis Group Holdings	$	(27	)	$	26	$	297		$	359

Basic average number of shares outstanding	177			173		175			173
Dilutive effect of potentially issuable shares	—			2		3			3
Diluted average number of shares outstanding	177			175		178			176
Basic earnings per share:
Continuing operations	$	(0.15	)	$	0.15	$	1.70		$	2.07
Discontinued operations	—			—		—			0.01
Net (loss) income attributable to Willis Group Holdings shareholders	$	(0.15	)	$	0.15	$	1.70		$	2.08

Dilutive effect of potentially issuable shares	—			—		(0.03		)	(0.04		)
Diluted earnings per share:
Continuing operations	$	(0.15	)	$	0.15	$	1.67		$	2.03
Discontinued operations	—			—		—			0.01
Net (loss) income attributable to Willis Group Holdings shareholders	$	(0.15	)	$	0.15	$	1.67		$	2.04

Options to purchase 15.1 million and 3.8 million shares were not included in the computation of the dilutive effect of stock options for the three and nine months ended September 30, 2013 respectively because the effect was antidilutive (three and nine months ended September 30, 2012: 6.1 million and 6.2 million).

Defined Contribution Pension and Other Postretirement Plans Disclosure [Abstract]

The entire disclosure for earnings per share.

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PENSION PLANS

9 Months Ended

Sep. 30, 2013

PENSION PLANS

The components of the net periodic benefit (income) cost of the UK, US and international and US non-qualified defined benefit plans are as follows:



	Three months ended September 30,
	UK Pension Benefits						US Pension Benefits						International and US non-qualified Pension Benefits
	2013			2012			2013			2012			2013			2012
	(millions)
Components of net periodic benefit (income) cost:
Service cost	$	10		$	9		$	—		$	—		$	—		$	1
Interest cost	26			27			10			11			2			1
Expected return on plan assets	(47		)	(45		)	(13		)	(12		)	(2		)	(2		)
Amortization of unrecognized prior service gain	(1		)	(1		)	—			—			—			—
Amortization of unrecognized actuarial loss	11			9			3			2			—			—
Net periodic benefit (income) cost	$	(1	)	$	(1	)	$	—		$	1		$	—		$	—



	Nine months ended September 30,
	UK Pension Benefits						US Pension Benefits						International and US non-qualified Pension Benefits
	2013			2012			2013			2012			2013			2012
	(millions)
Components of net periodic benefit (income) cost:
Service cost	$	28		$	26		$	—		$	—		$	2		$	3
Interest cost	80			81			29			31			5			4
Expected return on plan assets	(141		)	(135		)	(38		)	(35		)	(5		)	(5		)
Amortization of unrecognized prior service gain	(4		)	(4		)	—			—			—			—
Amortization of unrecognized actuarial loss	33			29			7			6			1			—
Net periodic benefit (income) cost	$	(4	)	$	(3	)	$	(2	)	$	2		$	3		$	2

During the nine months ended September 30, 2013, the Company made cash contributions of $68 million (2012: $60 million) into the UK defined benefit pension plan. This includes a $10 million payment that arose as a result of the share buyback program discussed below. In addition to this, a further payment of $9 million (2012: $9 million) was made in respect of employees’ salary sacrifice contributions. Cash contributions of $40 million and $8 million (2012: $40 million and $6 million) were made to the US plan and international and US non-qualified defined benefit pension plans, respectively.

Contributions to the UK defined benefit pension plan in 2013 are expected to total $88 million, of which approximately $22 million relates to on-going contributions calculated as 15.9 percent of active plan members’ pensionable salaries, approximately $56 million relates to contributions towards funding the deficit and $10 million exceptional return payment related to 10 percent of the $100 million share buyback program completed during 2012, as required under the current agreed schedule of contributions.

In addition, for full year 2013, the Company will contribute approximately $12 million to the UK defined benefit pension plan related to employees’ salary sacrifice contributions. The Company also expects to contribute approximately $40 million to the US plan and $11 million to the international and US non-qualified plans for the full year 2013 (inclusive of amounts contributed in the year to date).

In addition, under the current schedule of contributions, further contributions will be payable based on a profit share calculation (equal to 20 percent of EBITDA in excess of $900 million per annum as defined by the revised schedule of contributions) and an exceptional return calculation (equal to 10 percent of any exceptional returns made to shareholders, for example, share buybacks and special dividends). Aggregate contributions under the deficit funding contribution and the profit share calculation are capped at £312 million ($505 million) over the six-year period ended December 31, 2017.

The schedule of contributions is automatically renegotiated after three years and at any earlier time jointly agreed by the Company and the Trustee.

The entire disclosure for pension and other postretirement benefits.

Commitments and Contingencies Disclosure [Abstract]

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-Name Statement of Financial Accounting Standard (FAS)

-Number 132R

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-Subparagraph q

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-Number FAS106-2

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+ Details

COMMITMENTS AND CONTINGENCIES

9 Months Ended

Sep. 30, 2013

COMMITMENTS AND CONTINGENCIES

Contractual Obligations

Pensions

The Company’s pension funding obligations are set out in Note 6 — ‘Pension Plans’.

Other Contractual Obligations

In July 2010, the Company made a capital commitment of $25 million to Trident V Parallel Fund, LP. As of September 30, 2013 there had been approximately $15 million of capital contributions.

In May 2011, the Company made a capital commitment of $10 million to Dowling Capital Partners I, LP. As of September 30, 2013 there had been approximately $2 million of capital contributions.

Claims, Lawsuits and Other Proceedings

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

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

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

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

Stanford Financial Group Litigation

The Company has been named as a defendant in 13 similar lawsuits relating to the collapse of The Stanford Financial Group (‘Stanford’), for which Willis of Colorado, Inc. acted as broker of record on certain lines of insurance. The complaints in these actions generally allege that the defendants actively and materially aided Stanford’s alleged fraud by providing Stanford with certain letters regarding coverage that they knew would be used to help retain or attract actual or prospective Stanford client investors. The complaints further allege that these letters, which contain statements about Stanford and the insurance policies that the defendants placed for Stanford, contained untruths and omitted material facts and were drafted in this manner to help Stanford promote and sell its allegedly fraudulent certificates of deposit.

The 13 actions are as follows:

•

Troice, et al. v. Willis of Colorado, Inc., et al., C.A. No. 3:9-CV-1274-N, was filed on July 2, 2009 in the U.S. District Court for the Northern District of Texas against Willis Group Holdings plc, Willis of Colorado, Inc. and a Willis associate, among others. On April 1, 2011, plaintiffs filed the operative Third Amended Class Action Complaint individually and on behalf of a putative, worldwide class of Stanford investors, adding Willis Limited as a defendant and alleging claims under Texas statutory and common law and seeking damages in excess of $1 billion, punitive damages and costs. On May 2, 2011, the defendants filed motions to dismiss the Third Amended Class Action Complaint, arguing, inter alia, that the plaintiffs’ claims are precluded by the Securities Litigation Uniform Standards Act of 1998 (‘SLUSA’).

On May 10, 2011, the court presiding over the Stanford-related actions in the Northern District of Texas entered an order providing that it would consider the applicability of SLUSA to the Stanford-related actions based on the decision in a separate Stanford action not involving a Willis entity, Roland v. Green, Civil Action No. 3:10-CV-0224-N. On August 31, 2011, the court issued its decision in Roland, dismissing that action with prejudice under SLUSA.

On October 27, 2011, the court in Troice entered an order (i) dismissing with prejudice those claims asserted in the Third Amended Class Action Complaint on a class basis on the grounds set forth in the Roland decision discussed above and (ii) dismissing without prejudice those claims asserted the Third Amended Class Action Complaint on an individual basis. Also on October 27, 2011, the court entered a final judgment in the action.

On October 28, 2011, the plaintiffs in Troice filed a notice of appeal to the U.S. Court of Appeals for the Fifth Circuit. Subsequently, Troice, Roland and a third action captioned Troice, et al. v. Proskauer Rose LLP, Civil Action No. 3:09-CV-01600-N, which also was dismissed on the grounds set forth in the Roland decision discussed above and on appeal to the U.S. Court of Appeals for the Fifth Circuit, were consolidated for purposes of briefing and oral argument. Following the completion of briefing and oral argument, on March 19, 2012, the Fifth Circuit reversed and remanded the actions. On April 2, 2012, the defendants-appellees filed petitions for rehearing en banc. On April 19, 2012, the petitions for rehearing en banc were denied. On July 18, 2012, defendants-appellees filed a petition for writ of certiorari with the United States Supreme Court regarding the Fifth Circuit's reversal in Troice. On January 18, 2013, the Supreme Court granted our petition and will hear our appeal. Opening briefs were filed on May 3, 2013 and the Supreme Court heard oral argument on October 7, 2013. We expect a ruling in late 2013 or early 2014.

•

Ranni v. Willis of Colorado, Inc., et al., C.A. No. 9-22085, was filed on July 17, 2009 against Willis Group Holdings plc and Willis of Colorado, Inc. in the U.S. District Court for the Southern District of Florida. The complaint was filed on behalf of a putative class of Venezuelan and other South American Stanford investors and alleges claims under Section 10(b) of the Securities Exchange Act of 1934 (and Rule 10b-5 thereunder) and Florida statutory and common law and seeks damages in an amount to be determined at trial. On October 6, 2009, Ranni was transferred, for consolidation or coordination with other Stanford-related actions (including Troice), to the Northern District of Texas by the U.S. Judicial Panel on Multidistrict Litigation (the ‘JPML’). The defendants have not yet responded to the complaint in Ranni.

•

Canabal, et al. v. Willis of Colorado, Inc., et al., C.A. No. 3:9-CV-1474-D, was filed on August 6, 2009 against Willis Group Holdings plc, Willis of Colorado, Inc. and the same Willis associate named as a defendant in Troice, among others, also in the Northern District of Texas. The complaint was filed individually and on behalf of a putative class of Venezuelan Stanford investors, alleged claims under Texas statutory and common law and sought damages in excess of $1 billion, punitive damages, attorneys’ fees and costs. On December 18, 2009, the parties in Troice and Canabal stipulated to the consolidation of those actions (under the Troice civil action number), and, on December 31, 2009, the plaintiffs in Canabal filed a notice of dismissal, dismissing the action without prejudice.

•

Rupert, et al. v. Winter, et al., Case No. 2009C115137, was filed on September 14, 2009 on behalf of 97 Stanford investors against Willis Group Holdings plc, Willis of Colorado, Inc. and the same Willis associate, among others, in Texas state court (Bexar County). The complaint alleges claims under the Securities Act of 1933, Texas and Colorado statutory law and Texas common law and seeks special, consequential and treble damages of more than $300 million, attorneys’ fees and costs. On October 20, 2009, certain defendants, including Willis of Colorado, Inc., (i) removed Rupert to the U.S. District Court for the Western District of Texas, (ii) notified the JPML of the pendency of this related action and (iii) moved to stay the action pending a determination by the JPML as to whether it should be transferred to the Northern District of Texas for consolidation or coordination with the other Stanford-related actions. On April 1, 2010, the JPML issued a final transfer order for the transfer of Rupert to the Northern District of Texas. On January 24, 2012, the court remanded Rupert to Texas State Court (Bexar County), but stayed the action until further order of the court. The defendants have not yet responded to the complaint in Rupert.

•

Casanova, et al. v. Willis of Colorado, Inc., et al., C.A. No. 3:10-CV-1862-O, was filed on September 16, 2010 on behalf of seven Stanford investors against Willis Group Holdings plc, Willis Limited, Willis of Colorado, Inc. and the same Willis associate, among others, also in the Northern District of Texas. The complaint alleges claims under Texas statutory and common law and seeks actual damages in excess of $5 million, punitive damages, attorneys’ fees and costs. The defendants have not yet responded to the complaint in Casanova.

•

Rishmague, et ano. v. Winter, et al., Case No. 2011CI2585, was filed on March 11, 2011 on behalf of two Stanford investors, individually and as representatives of certain trusts, against Willis Group Holdings plc, Willis of Colorado, Inc., Willis of Texas, Inc. and the same Willis associate, among others, in Texas state court (Bexar County). The complaint alleges claims under Texas and Colorado statutory law and Texas common law and seeks special, consequential and treble damages of more than $37 million and attorneys’ fees and costs. On April 11, 2011, certain defendants, including Willis of Colorado, Inc., (i) removed Rishmague to the Western District of Texas, (ii) notified the JPML of the pendency of this related action and (iii) moved to stay the action pending a determination by the JPML as to whether it should be transferred to the Northern District of Texas for consolidation or coordination with the other Stanford-related actions. On August 8, 2011, the JPML issued a final transfer order for the transfer of Rishmague to the Northern District of Texas, where it is currently pending. The defendants have not yet responded to the complaint in Rishmague.

•

MacArthur v. Winter, et al., Case No. 2013-07840, was filed on February 8, 2013 on behalf of two Stanford investors against Willis Group Holdings plc, Willis of Colorado, Inc., Willis of Texas, Inc. and the same Willis associate, among others, in Texas state court (Harris County). The complaint alleges claims under Texas and Colorado statutory law and Texas common law and seeks actual, special, consequential and treble damages of approximately $4 million and attorneys' fees and costs. On March 29, 2013, Willis of Colorado, Inc. and Willis of Texas, Inc. (i) removed MacArthur to the U.S. District Court for the Southern District of Texas and (ii) notified the JPML of the pendency of this related action. On April 2, 2013, Willis of Colorado, Inc. and Willis of Texas, Inc. filed a motion in the Southern District of Texas to stay the action pending a determination by the JPML as to whether it should be transferred to the Northern District of Texas for consolidation or coordination with the other Stanford-related actions. Also on April 2, 2013, the court presiding over MacArthur in the Southern District of Texas transferred the action to the Northern District of Texas for consolidation or coordination with the other Stanford-related actions. The defendants have not yet responded to the complaint in MacArthur.

•

Florida suits: On February 14, 2013, five law suits were filed against Willis Group Holdings plc, Willis Limited and Willis of Colorado, Inc. in Florida state court (Miami-Dade County) alleging violations of Florida common law. The five suits are: (1) Barbar, et al. v. Willis Group Holdings Public Limited Company, et al., Case No. 13-05666CA27, filed on behalf of 35 Stanford investors seeking compensatory damages in excess of $30 million; (2) de Gadala-Maria, et al. v. Willis Group Holdings Public Limited Company, et al., Case No. 13-05669CA30, filed on behalf of 64 Stanford investors seeking compensatory damages in excess of $83.5 million; (3) Ranni, et ano. v. Willis Group Holdings Public Limited Company, et al., Case No. 13-05673CA06, filed on behalf of two Stanford investors seeking compensatory damages in excess of $3 million; (4) Tisminesky, et al. v. Willis Group Holdings Public Limited Company, et al., Case No. 13-05676CA09, filed on behalf of 11 Stanford investors seeking compensatory damages in excess of $6.5 million; and (5) Zacarias, et al. v. Willis Group Holdings Public Limited Company, et al., Case No. 13-05678CA11, filed on behalf of 10 Stanford investors seeking compensatory damages in excess of $12.5 million. On June 3, 2013, Willis of Colorado, Inc. removed all five cases to the Southern District of Florida and, on June 4, 2013, notified the JPML of the pendency of these related actions. On June 10, 2013, the court in Tisminesky issued an order sua sponte staying and administratively closing that action pending a determination by the JPML as to whether it should be transferred to the Northern District of Texas for consolidation and coordination with the other Stanford-related actions. On June 11, 2013, Willis of Colorado, Inc. moved to stay the other four actions pending the JPML's transfer decision. On June 20, 2013, the JPML issued a conditional transfer order for the transfer of the five actions to the Northern District of Texas, the transmittal of which was stayed for seven days to allow for any opposition to be filed. On June 28, 2013, with no opposition having been filed, the JPML lifted the stay, enabling the transfer to go forward. The defendants have not yet responded to the complaints in these actions.

•

Janvey, et al. v. Willis of Colorado, Inc., et al., Case No. 3:13-CV-03980-D, was filed on October 1, 2013 in the U.S. District Court for the Northern District of Texas against Willis Group Holdings plc, Willis Limited, Willis North America Inc., Willis of Colorado, Inc. and the same Willis associate. The complaint was filed (i) by Ralph S. Janvey, in his capacity as Court-Appointed Receiver for the Stanford Receivership Estate, and the Official Stanford Investors Committee (the ‘OSIC’) against all defendants and (ii) on behalf of a putative, worldwide class of Stanford investors against Willis North America Inc. Plaintiffs Janvey and the OSIC allege claims under Texas common law and the court’s Amended Order Appointing Receiver, and the putative class plaintiffs allege claims under Texas statutory and common law. Plaintiffs seek actual damages in excess of $1 billion, punitive damages and costs. The defendants have not yet responded to the complaint in Janvey.

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

European Commission Sector Inquiry

In 2006, the European Commission ('EC') issued questionnaires pursuant to its Sector Inquiry (or, in respect of Norway, the European Free Trade Association Surveillance Authority ('EFTAS')), related to insurance business practices, including compensation arrangements for brokers, to at least 150 European brokers including our operations in nine European countries. The Company filed responses to the questionnaires. On September 25, 2007, the EC and EFTAS issued a joint report expressing concerns over potential conflicts of interest in the industry relating to remuneration and binding authorities and also over the nature of the coinsurance market.

The Company cooperated with both the EC and the EFTAS to resolve issues raised in their final joint report regarding coinsurance. In 2012, the EC appointed Ernst & Young to conduct a review of the coinsurance market and Ernst & Young approached one broking firm in each Member State. Three of our European subsidiaries (UK, Spain and the Netherlands) either met with Ernst & Young or received questionnaires from them on this matter in 2012. The EC published Ernst & Young's report on February 11, 2013, which described the nature and benefits of the coinsurance and subscription markets. The EC intends to consult further on these findings during 2013 before determining next steps.

Regulatory Investigation

In 2011, we and the UK Financial Services Authority (the 'FSA') announced a settlement for lapses by Willis Limited, our UK brokerage subsidiary, in its implementation and documentation of its controls to counter the risks of improper payments being made to non-FSA authorized overseas third parties engaged to help win business, particularly in high risk jurisdictions.

As a result of an FSA settlement in 2011, we conducted a further internal review of certain high-risk payments made by our UK subsidiary between 2005 and 2009. We do not believe that this further internal review will result in any material fines or sanctions, but there can be no assurance that any resolution will not have an adverse impact on us or our ability to conduct our business in certain jurisdictions. While we believe that our current systems and controls are adequate and in accordance with all applicable laws and regulations, we cannot assure that such systems and controls will prevent any violations of applicable laws and regulations.

The entire disclosure for commitments and contingencies.

Derivative Instruments and Hedging Activities Disclosure [Abstract]

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher FASB

-Name FASB Interpretation (FIN)

-Number 14

-Paragraph 3

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Reference 2: http://www.xbrl.org/2003/role/presentationRef

-Publisher FASB

-Name Accounting Standards Codification

-Topic 210

-SubTopic 10

-Section S99

-Paragraph 1

-Subparagraph (SX 210.5-02.25)

-URI http://asc.fasb.org/extlink&oid=6877327&loc=d3e13212-122682

Reference 3: http://www.xbrl.org/2003/role/presentationRef

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-Name Accounting Standards Codification

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-Section 50

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-Section 50

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-Name Accounting Standards Codification

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-Section 50

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-URI http://asc.fasb.org/extlink&oid=6952336&loc=d3e14435-108349

Reference 6: http://www.xbrl.org/2003/role/presentationRef

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-Publisher FASB

-Name Statement of Financial Accounting Standard (FAS)

-Number 5

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+ Details

DERIVATIVE FINANCIAL INSTRUMENTS AND HEDGING ACTIVITIES

9 Months Ended

Sep. 30, 2013

DERIVATIVE FINANCIAL INSTRUMENTS AND HEDGING ACTIVITIES

Fair Value of Derivative Financial Instruments

In addition to the note below, see Note 9 — ‘Fair Value Measurement’ for information about the fair value hierarchy of derivatives.

Primary Risks Managed by Derivative Financial Instruments

The main risks managed by derivative financial instruments are interest rate risk and foreign currency risk. The Company’s Board of Directors reviews and approves policies for managing each of these risks as summarized below.

The Company enters into derivative transactions (principally interest rate swaps and forward foreign currency contracts) in order to manage interest rate and foreign currency risks arising from the Company’s operations and its sources of finance. The Company does not hold financial or derivative instruments for trading purposes.

Interest Rate Risk — Investment Income

As a result of the Company’s operating activities, the Company receives cash for premiums and claims which it deposits in short-term investments denominated in US dollars and other currencies. The Company earns interest on these funds, which is included in the Company’s financial statements as investment income. These funds are regulated in terms of access and the instruments in which they may be invested, most of which are short-term in maturity.

In order to manage interest rate risk arising from these financial assets, the Company entered into interest rate swaps to receive a fixed rate of interest and pay a variable rate of interest denominated in the various currencies related to the short-term investments. The use of interest rate contracts essentially converted groups of short-term variable rate investments to fixed rate investments. The fair value of these contracts was recorded in other assets and other liabilities. For contracts that qualified as cash flow hedges for accounting purposes, the effective portions of changes in fair value were recorded as a component of other comprehensive income, to the extent that the hedge relationships were highly effective.

From the fourth quarter of 2011, the Company stopped entering into any new hedging transactions relating to interest rate risk from investments, given the flat yield curve environment at that time. Further to this, during second quarter 2012, the Company closed out its legacy position for these interest rate swap contracts.

The fair value of these swaps at the close out date was $16 million, representing a cash settlement amount on termination. In connection with the terminated swaps, the Company retained a gain of $15 million in other comprehensive income as the forecasted short-term investment transactions in relation to which the swaps qualified as cash flow hedges were still considered probable. These amounts are reclassified into earnings consistent with when the forecasted swap transactions affect earnings. We expect approximately $5 million of the gain to be recognized in the consolidated statement of operations in 2013 including $4 million already recognized in the nine months ended September 30, 2013.

At September 30, 2013, the Company had no derivative financial instruments that were designated as cash flow hedges of interest rate risk on investments.

Interest Rate Risk — Interest Expense

The Company's operations are financed principally by $2,054 million fixed rate senior notes maturing through 2043 and $278 million under a 7-year term loan facility. The Company has access to $800 million under a revolving credit facility expiring July 23, 2018, and $22 million under two further revolving credit facilities.

The 7-year term loan facility bears interest at LIBOR plus 1.50%. As of September 30, 2013, $nil was drawn on the $800 million revolving credit facility. Drawings under that facility bear interest at LIBOR plus 1.50%. These margins apply while the Company’s debt rating remains BBB-/Baa3. Should the Company’s debt rating change, then the margin will change in accordance with the credit facilities agreements. The fixed rate senior notes bear interest at various rates as detailed in Note 14 — ‘Debt’.

During the three months ended March 31, 2010, the Company entered into a series of interest rate swaps for a total notional amount of $350 million to receive a fixed rate and pay a variable rate on a semi-annual basis, with a maturity date of July 15, 2015. The Company had previously designated these instruments as fair value hedges against its $350 million 5.625% senior notes due 2015 and accounted for them accordingly until the first quarter of 2013 at which point these swaps, although remaining as economic hedges, no longer qualified for hedge accounting.

During the three months ended September 30, 2013, the Company closed out the above interest rate swaps and received a cash settlement of $13 million on termination.

Following the partial extinguishment of the 5.625% senior notes due 2015 on August 15, 2013, we have recorded a credit of $7 million to remove a corresponding partial amount of the fair value adjustment to the carrying values of the notes originally recognized in connection with the interest rate swaps. The remaining $5 million fair value adjustment will be amortized through interest expense over the period to maturity.

To hedge against the potential variability in benchmark interest rates in advance of the anticipated debt issuance, the Company entered into two short-term treasury locks during the three months ended June 30, 2013. These were closed out during the three months ended September 30, 2013 following the issue of the new senior notes described in Note 14 - 'Debt'. The fair value of these treasury locks at the close out date was $21 million, received as a cash settlement on termination.

The Company had designated the Treasury locks as effective hedges of the anticipated transaction and had recognized a gain of $19 million in other comprehensive income in relation to the effective element that qualified for hedge accounting. This amount will be reclassified into earnings consistent with the recognition of interest expense on the 4.625% senior notes due 2023 and the 6.125% senior notes due 2043. In addition, the Company recognized a $2 million gain in interest expense for the portion of the treasury locks determined as ineffective.

Foreign Currency Risk

The Company’s primary foreign exchange risks arise:

•

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


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

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


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

•

to the extent the UK operations earn significant revenues in Euros and Japanese yen, the Company limits its exposure to changes in the exchange rate between the US dollar and these currencies by the use of forward contracts matched to a percentage of forecast cash inflows in specific currencies and periods. In addition, we are also exposed to foreign exchange risk on any net sterling asset or liability position in our London market operations.

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

At September 30, 2013 and December 31, 2012, the Company’s foreign currency contracts were all designated as hedging instruments except those relating to short-term cash flows and hedges of certain intercompany loans.

The table below summarizes by major currency the contractual amounts of the Company’s forward contracts to exchange foreign currencies for Pounds sterling in the case of US dollars and US dollars for Euro and Japanese yen. Foreign currency notional amounts are reported in US dollars translated at contracted exchange rates.



	Sell		Fair value
	(millions)
US dollar	$	240	$	14
Euro	80		(2		)
Japanese yen	39		3

In addition to forward exchange contracts we undertake short-term foreign exchange swaps for liquidity purposes. These are not designated as hedges and do not qualify for hedge accounting. The fair values at September 30, 2013 and December 31, 2012 were immaterial.

During the nine months ended September 30, 2013, the Company entered into a number of foreign currency transactions in order to hedge certain intercompany loans. These derivatives were not designated as hedging instruments and were for a total notional amount of $118 million (December 31, 2012: $63 million). In respect of these transactions, an immaterial amount has been recognized as an asset within other current assets and a nominal gain has been recognized in other operating expenses for the period.

Derivative Financial Instruments

The table below presents the fair value of the Company’s derivative financial instruments and their balance sheet classification at September 30, 2013 and December 31, 2012:



		Fair value
Derivative financial instruments designated as hedging instruments:	Balance sheet classification	September 30, 2013		December 31, 2012
		(millions)
Assets:
Forward exchange contracts	Other assets	$	17	$	9
Interest rate swaps (fair value hedges)	Other assets	—		22
Total derivatives designated as hedging instruments		$	17	$	31
Liabilities:
Forward exchange contracts	Other liabilities	$	2	$	—
Total derivatives designated as hedging instruments		$	2	$	—

Cash Flow Hedges

The table below presents the effects of derivative financial instruments in cash flow hedging relationships on the consolidated statements of operations and the consolidated statements of equity for the three and nine months ended September 30, 2013 and 2012:



Derivatives in cash flow hedging relationships	Amount of gain (loss) recognized in OCI⁽ⁱ⁾on derivative (effective element)		Location of gain (loss) reclassified from accumulated OCI⁽ⁱ⁾ into income (effective element)	Amount of gain (loss) reclassified from accumulated OCI⁽ⁱ⁾ into income (effective element)			Location of gain (loss) recognized in income on derivative (ineffective hedges and ineffective element of effective hedges)	Amount of gain (loss) recognized in income on derivative (ineffective hedges and ineffective element of effective hedges)
	(millions)			(millions)				(millions)
Three months ended September 30, 2013
Interest rate swaps	$	—	Investment income	$	(1	)	Other operating expenses	$	—
Treasury locks	3		Interest expense	—			Interest expense	1
Forward exchange contracts	21		Other operating expenses	—			Interest expense	—
Total	$	24		$	(1	)		$	1
Three months ended September 30, 2012
Interest rate swaps	$	—	Investment income	$	(2	)	Other operating expenses	$	—
Forward exchange contracts	—		Other operating expenses	—			Interest expense	—
Total	$	—		$	(2	)		$	—
Nine months ended September 30, 2013
Interest rate swaps	$	—	Investment income	$	(4	)	Other operating expenses	$	—
Treasury locks	19		Interest expense	—			Interest expense	2
Forward exchange contracts	7		Other operating expenses	(1		)	Interest expense	—
Total	$	26		$	(5	)		$	2
Nine months ended September 30, 2012
Interest rate swaps	$	3	Investment income	$	(5	)	Other operating expenses	$	—
Forward exchange contracts	7		Other operating expenses	—			Interest expense	—
Total	$	10		$	(5	)		$	—

____________________

Amounts above shown gross of tax.

⁽ⁱ⁾ Other Comprehensive Income

For interest rate swaps, all components of each derivative’s gain or loss were included in the assessment of hedge effectiveness. For foreign exchange contracts, only the changes in fair value resulting from movements in the spot exchange rates are included in this assessment. In instances where the timing of expected cash flows can be matched exactly to the maturity of the foreign exchange contract, then changes in fair value attributable to movement in the forward points are also included.

At September 30, 2013, the Company estimates there will be $15 million of net derivative gains reclassified from accumulated comprehensive income into earnings within the next twelve months as the forecasted transactions affect earnings.

Fair Value Hedges

The Company had previously designated interest rate swaps as fair value hedges against its $350 million 5.625% senior notes due 2015 and accounted for them accordingly until the first quarter of 2013 at which point these swaps, although remaining as economic hedges, no longer qualified for hedge accounting.

The table below presents the effects of derivative financial instruments in fair value hedging relationships on the consolidated statements of operations for the three and nine months ended September 30, 2013 and 2012.



Derivative in fair value hedging relationships	Hedged item in fair value hedging relationship	(Loss) gain recognized for derivative			Gain (loss) recognized for hedged item			Ineffectiveness recognized in interest expense
		(millions)
Three months ended September 30, 2013
Interest rate swaps	5.625% senior notes due 2015	$	—		$	—		$	—
Three months ended September 30, 2012
Interest rate swaps	5.625% senior notes due 2015	$	(1	)	$	—		$	1
Nine months ended September 30, 2013
Interest rate swaps	5.625% senior notes due 2015	$	—		$	—		$	—
Nine months ended September 30, 2012
Interest rate swaps	5.625% senior notes due 2015	$	(1	)	$	(1	)	$	2

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

The table below presents the effects of derivative financial instruments no longer in fair value hedging relationships on the consolidated statements of operations for the three and nine months ended September 30, 2013 and 2012.



Derivative no longer in fair value hedging relationships	Hedged item no longer in fair value hedging relationship	(Loss) gain recognized for derivative			Amortization of prior loss recognized on hedged item			Net (loss) gain recognized ⁽ⁱ⁾
		(millions)
Three months ended September 30, 2013
Interest rate swaps	5.625% senior notes due 2015	$	(2	)	$	(9	)	$	(7	)
Three months ended September 30, 2012
Interest rate swaps	5.625% senior notes due 2015	$	—		$	—		$	—
Nine months ended September 30, 2013
Interest rate swaps	5.625% senior notes due 2015	$	(5	)	$	(13	)	$	(8	)
Nine months ended September 30, 2012
Interest rate swaps	5.625% senior notes due 2015	$	—		$	—		$	—

____________________

⁽ⁱ⁾ the net loss was included entirely in interest expense, except for $7 million in the three and nine months ended September 30, 2013 which formed part of the loss on extinguishment of debt.

Credit Risk and Concentrations of Credit Risk

Credit risk represents the loss that would be recognized at the reporting date if counterparties failed to perform as contracted and from movements in interest rates and foreign exchange rates. The Company currently does not anticipate non-performance by its counterparties. The Company generally does not require collateral or other security to support financial instruments with credit risk.

Concentrations of credit risk that arise from financial instruments exist for groups of customers or counterparties when they have similar economic characteristics that would cause their ability to meet contractual obligations to be similarly affected by changes in economic or other conditions. Financial instruments on the balance sheet that potentially subject the Company to concentrations of credit risk consist primarily of cash and cash equivalents, accounts receivable and derivatives which are recorded at fair value.

The Company maintains a policy providing for the diversification of cash and cash equivalent investments and places such investments in an extensive number of financial institutions to limit the amount of credit risk exposure. These financial institutions are monitored on an ongoing basis for credit quality predominantly using information provided by credit agencies.

Concentrations of credit risk with respect to receivables are limited due to the large number of clients and markets in which the Company does business, as well as the dispersion across many geographic areas. Management does not believe significant risk exists in connection with the Company's concentrations of credit as of September 30, 2013.

The entire disclosure for the entity's entire derivative instruments and hedging activities. Describes an entity's risk management strategies, derivatives in hedging activities and non-hedging derivative instruments, the assets, obligations, liabilities, revenues and expenses arising therefrom, and the amounts of and methodologies and assumptions used in determining the amounts of such items.

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+ Details

FAIR VALUE MEASUREMENT

9 Months Ended

Sep. 30, 2013

Fair Value Disclosures [Abstract]

FAIR VALUE MEASUREMENT

The Company has categorized its assets and liabilities that are measured at fair value on a recurring basis into a three-level fair value hierarchy, based on the reliability of the inputs used to determine fair value as follows:


•	Level 1: refers to fair values determined based on quoted market prices in active markets for identical assets;


•	Level 2: refers to fair values estimated using observable market based inputs or unobservable inputs that are corroborated by market data; and


•	Level 3: includes fair values estimated using unobservable inputs that are not corroborated by market data.

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


•	Long-term debt excluding the fair value hedge - Fair values are based on quoted market values and so classified as Level 1 measurements.


•	Derivative financial instruments - Market values have been used to determine the fair value of interest rate swaps and forward foreign exchange contracts based on estimated amounts the Company would receive or have to pay to terminate the agreements, taking into account the current interest rate environment or current foreign currency forward rates.

Recurring basis

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



	September 30, 2013
	Quoted prices in active markets for identical assets		Significant other observable inputs		Significant other unobservable inputs
	Level 1		Level 2		Level 3		Total
	(millions)
Assets at fair value:
Cash and cash equivalents	$	623	$	—	$	—	$	623
Fiduciary funds (included within Fiduciary assets)	2,099		—		—		2,099
Derivative financial instruments	—		17		—		17
Total assets	$	2,722	$	17	$	—	$	2,739
Liabilities at fair value:
Derivative financial instruments	—		2		—		2
Total liabilities	$	—	$	2	$	—	$	2



	December 31, 2012
	Quoted prices in active markets for identical assets		Significant other observable inputs		Significant other unobservable inputs
	Level 1		Level 2		Level 3		Total
	(millions)
Assets at fair value:
Cash and cash equivalents	$	500	$	—	$	—	$	500
Fiduciary funds (included within Fiduciary assets)	1,796		—		—		1,796
Derivative financial instruments	—		31		—		31
Total assets	$	2,296	$	31	$	—	$	2,327
Liabilities at fair value:
Changes in fair value of hedged debt ⁽ⁱ⁾	$	—	$	18	$	—	$	18
Total liabilities	$	—	$	18	$	—	$	18

____________________


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

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



	September 30, 2013				December 31, 2012
	Carrying amount		Fair value		Carrying amount		Fair value
	(millions)
Assets:
Derivative financial instruments	$	17	$	17	$	31	$	31
Liabilities:
Short-term debt	$	17	$	17	$	15	$	15
Long-term debt	2,315		2,440		2,338		2,576
Derivative financial instruments	2		2		—		—

The entire disclosure for the fair value of financial instruments (as defined), including financial assets and financial liabilities (collectively, as defined), and the measurements of those instruments as well as disclosures related to the fair value of non-financial assets and liabilities. Such disclosures about the financial instruments, assets, and liabilities would include: (1) the fair value of the required items together with their carrying amounts (as appropriate); (2) for items for which it is not practicable to estimate fair value, disclosure would include: (a) information pertinent to estimating fair value (including, carrying amount, effective interest rate, and maturity, and (b) the reasons why it is not practicable to estimate fair value; (3) significant concentrations of credit risk including: (a) information about the activity, region, or economic characteristics identifying a concentration, (b) the maximum amount of loss the entity is exposed to based on the gross fair value of the related item, (c) policy for requiring collateral or other security and information as to accessing such collateral or security, and (d) the nature and brief description of such collateral or security; (4) quantitative information about market risks and how such risks are managed; (5) for items measured on both a recurring and nonrecurring basis information regarding the inputs used to develop the fair value measurement; and (6) for items presented in the financial statement for which fair value measurement is elected: (a) information necessary to understand the reasons for the election, (b) discussion of the effect of fair value changes on earnings, (c) a description of [similar groups] items for which the election is made and the relation thereof to the balance sheet, the aggregate carrying value of items included in the balance sheet that are not eligible for the election; (7) all other required (as defined) and desired information.

Goodwill and Intangible Assets Disclosure [Abstract]

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+ Details

GOODWILL

9 Months Ended

Sep. 30, 2013

GOODWILL

Goodwill represents the excess of the cost of businesses acquired over the fair market value of identifiable net assets at the dates of acquisition. Goodwill is not amortized but is subject to impairment testing annually and whenever facts or circumstances indicate that the carrying amounts may not be recoverable.

The Company has determined that its reporting units are consistent with its operating segments: North America; International and Global. Goodwill is allocated to these reporting units based on the original purchase price allocation for acquisitions within the reporting units. When a business entity is sold, goodwill is allocated to the disposed entity based on the fair value of that entity compared with the fair value of the reporting unit in which it is included.

The changes in the carrying amount of goodwill by segment for the nine months ended September 30, 2013 and the year ended December 31, 2012 are as follows:



	Global		North America			International			Total
	(millions)
Balance at January 1, 2012
Goodwill, gross	$	1,122	$	1,782		$	391		$	3,295
Accumulated impairment losses	—		—			—			—
Goodwill, net	$	1,122	$	1,782		$	391		$	3,295
Purchase price allocation adjustments	—		—			2			2
Goodwill acquired during the year	—		10			2			12
Goodwill disposed of during the year	—		—			(1		)	(1		)
Goodwill impairment charge	—		(492		)	—			(492		)
Foreign exchange	5		—			6			11
Balance at December 31, 2012
Goodwill, gross	$	1,127	$	1,792		$	400		$	3,319
Accumulated impairment losses	—		(492		)	—			(492		)
Goodwill, net	$	1,127	$	1,300		$	400		$	2,827
Goodwill acquired during the period	15		—			1			16
Other movements ⁽ⁱ⁾	—		(1		)	—			(1		)
Foreign exchange	—		—			4			4
Balance at September 30, 2013
Goodwill, gross	$	1,142	$	1,791		$	405		$	3,338
Accumulated impairment losses	—		(492		)	—			(492		)
Goodwill, net	$	1,142	$	1,299		$	405		$	2,846

________________________________


⁽ⁱ⁾	North America — $(1) million (2012: $nil) tax benefit arising on the exercise of fully vested HRH stock options which were issued as part of the acquisition of HRH in 2008.

OTHER INTANGIBLE ASSETS, NET

9 Months Ended

Sep. 30, 2013

Intangible Assets, Net (Excluding Goodwill) [Abstract]

OTHER INTANGIBLE ASSETS, NET

Other intangible assets are classified into the following categories:


•	‘Customer and Marketing Related’, including:


•	client relationships;


•	client lists;


•	non-compete agreements;


•	trade names; and


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

The major classes of amortizable intangible assets are as follows:



	September 30, 2013							December 31, 2012
	Gross carrying amount		Accumulated amortization			Net carrying amount		Gross carrying amount		Accumulated amortization			Net carrying amount
	(millions)
Customer and Marketing Related:
Client Relationships	$	696	$	(344	)	$	352	$	717	$	(340	)	$	377
Client Lists	3		(1		)	2		3		(1		)	2
Non-compete Agreements	4		—			4		3		—			3
Trade Names	2		(1		)	1		11		(10		)	1
Total Customer and Marketing Related	705		(346		)	359		734		(351		)	383
Contract based, Technology and Other	5		(3		)	2		4		(2		)	2
Total amortizable intangible assets	$	710	$	(349	)	$	361	$	738	$	(353	)	$	385

The aggregate amortization of intangible assets for the nine months ended September 30, 2013 was $42 million (nine months ended September 30, 2012: $44 million), of which $14 million was recognized in the three months ended September 30, 2013 (three months ended September 30, 2012: $14 million). The estimated aggregate amortization of intangible assets for each of the next five years ended December 31 is as follows:



	Remainder of 2013		2014		2015		2016		2017		Thereafter		Total
	(millions)
Amortization of intangible assets	$	14	$	49	$	41	$	36	$	32	$	189	$	361

The entire disclosure for all or part of the information related to intangible assets.

+ References+ Details

OTHER LIABILITIES

9 Months Ended

Sep. 30, 2013

Other Liabilities [Abstract]

OTHER LIABILITIES

An analysis of other liabilities is as follows:



	September 30, 2013		December 31, 2012
	(millions)
Other current liabilities
Accounts payable	$	134	$	88
Accrued dividends payable	50		47
Other taxes payable	51		44
Accrued interest payable	7		34
Derivatives	1		—
Deferred compensation plan liability	24		12
Other payables	114		102
Total other current liabilities	$	381	$	327
Other non-current liabilities
Incentives from lessors	$	176	$	173
Deferred compensation plan liability	80		101
Capital lease obligation	24		28
Other payables	73		73
Total other non-current liabilities	$	353	$	375
Total other liabilities	$	734	$	702

DEBT

9 Months Ended

Sep. 30, 2013

Debt Disclosure [Abstract]

DEBT

Short-term debt and current portion of the long-term debt consists of the following:



	September 30, 2013		December 31, 2012
	(millions)
Current portion of 7-year term loan facility expires 2018	$	15	$	15
Revolving credit facility	2		—
	$	17	$	15

Long-term debt consists of the following:



	September 30, 2013		December 31, 2012
	(millions)

7-year term loan facility expires 2018	$	263	$	274
5.625% senior notes due 2015	148		350
Fair value adjustment on 5.625% senior notes due 2015	5		18
4.125% senior notes due 2016	299		299
6.200% senior notes due 2017	394		600
7.000% senior notes due 2019	187		300
5.750% senior notes due 2021	496		496
4.625% senior notes due 2023	249		—
6.125% senior notes due 2043	273		—
3-year term loan facility expires 2015	1		1
	$	2,315	$	2,338

On July 23, 2013 we entered into an amendment to our existing credit facilities to extend both the amount of financing and the maturity date of the facilities. As a result of this amendment, our revolving credit facility was increased from $500 million to $800 million. The maturity date on the $300 million term loan was extended to July 23, 2018, from December 16, 2016. There has been no increase to the remaining $278 million outstanding on that loan.

The 7-year term loan facility expiring 2018 bears interest at LIBOR plus 1.50% and is repayable in quarterly installments and a final repayment of $186 million is due in the third quarter of 2018. Drawings under the $800 million revolving credit facility bear interest at LIBOR plus 1.50% and the facility expires on July 23, 2018. These margins apply while the Company’s debt rating remains BBB-/Baa3. As of September 30, 2013 $nil was outstanding under this revolving credit facility.

On August 15, 2013 the Company issued $250 million of 4.625% senior notes due 2023 and $275 million of 6.125% senior notes due 2043. The effective interest rates of these senior notes are 4.696% and 6.154%, respectively, which include the impact of the discount upon issuance.

On July 25, 2013 the Company commenced an offer to purchase for cash any and all of its 5.625% senior notes due 2015 and a portion of its 6.200% senior notes due 2017 and its 7.000% senior notes due 2019 for an aggregate purchase price of up to $525 million. On August 22, 2013 the proceeds from the issue of the senior notes due 2023 and 2043 were used to fund the purchase of $202 million of 5.625% senior notes due 2015, $206 million of 6.200% senior notes due 2017 and $113 million of 7.000% senior notes due 2019.

The Company incurred total losses on extinguishment of debt of $60 million during the three months ended September 30, 2013. This was made up of a tender premium of $65 million, the write-off of unamortized debt issuance costs of $2 million and a credit for the reduction of the fair value adjustment on 5.625% senior notes due 2015 of $7 million.

Supplemental Cash Flow Information [Abstract]

The entire disclosure for information about short-term and long-term debt arrangements, which includes amounts of borrowings under each line of credit, note payable, commercial paper issue, bonds indenture, debenture issue, own-share lending arrangements and any other contractual agreement to repay funds, and about the underlying arrangements, rationale for a classification as long-term, including repayment terms, interest rates, collateral provided, restrictions on use of assets and activities, whether or not in compliance with debt covenants, and other matters important to users of the financial statements, such as the effects of refinancing and noncompliance with debt covenants.

+ References+ Details

SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION

9 Months Ended

Sep. 30, 2013

SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION

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



	Nine months ended September 30,
	2013			2012
	(millions)
Supplemental disclosures of cash flow information:
Cash payments for income taxes, net	$	36		$	43
Cash payments for interest	115			117
Supplemental disclosures of non-cash investing and financing income (expenses):
Write-off of unamortized debt issuance costs	(2		)	—
Write-back of fair value adjustment on 5.625% senior notes due 2015	7			—
Acquisitions:
Fair value of assets acquired, net of cash acquired	$	46		$	—
Less: Fair value of liabilities assumed	(30		)	—
Net assets acquired, net of cash acquired	$	16		$	—

Comprehensive Income (Loss), Net of Tax, Including Portion Attributable to Noncontrolling Interest [Abstract]

The entire disclosure for supplemental cash flow activities, including cash, noncash, and part noncash transactions, for the period. Noncash is defined as information about all investing and financing activities of an enterprise during a period that affect recognized assets or liabilities but that do not result in cash receipts or cash payments in the period. "Part noncash" refers to that portion of the transaction not resulting in cash receipts or cash payments in the period.

+ References+ Details

COMPREHENSIVE INCOME

9 Months Ended

Sep. 30, 2013

Comprehensive Income (Loss) Note

COMPREHENSIVE INCOME

The components of comprehensive income are as follows:



	Three months ended September 30,
	2013									2012
	Before tax amount			Tax			Net of tax amount			Before tax amount			Tax			Net of tax amount
	(millions)
Other comprehensive income:
Foreign currency translation adjustments	$	82		$	—		$	82		$	35		$	—		$	35
Pension funding adjustments:
Foreign currency translation on pension funding adjustments	(51		)	14			(37		)	(19		)	5			(14		)
Amortization of unrecognized actuarial loss	14			(3		)	11			11			(2		)	9
Amortization of unrecognized prior service gain	(1		)	—			(1		)	(1		)	—			(1		)
	(38		)	11			(27		)	(9		)	3			(6		)
Derivative instruments:
Interest rate swap reclassification adjustment	(1		)	—			(1		)	(2		)	—			(2		)
Gain on forward exchange contracts (effective element)	21			(4		)	17			—			—			—
Gain on treasury lock (effective element)	3			(1		)	2			—			—			—
	23			(5		)	18			(2		)	—			(2		)
Other comprehensive income	67			6			73			24			3			27
Less: Other comprehensive income attributable to noncontrolling interests	(1		)	—			(1		)	—			—			—
Other comprehensive income attributable to Willis Group Holdings	$	66		$	6		$	72		$	24		$	3		$	27



	Nine months ended September 30,
	2013									2012
	Before tax amount			Tax			Net of tax amount			Before tax amount			Tax			Net of tax amount
	(millions)
Other comprehensive income:
Foreign currency translation adjustments	$	(7	)	$	—		$	(7	)	$	21		$	—		$	21
Pension funding adjustments:
Foreign currency translation on pension funding adjustments	3			(1		)	2			(27		)	7			(20		)
Amortization of unrecognized actuarial loss	41			(8		)	33			35			(9		)	26
Amortization of unrecognized prior service gain	(4		)	1			(3		)	(4		)	1			(3		)
	40			(8		)	32			4			(1		)	3
Derivative instruments:
Gain on interest rate swaps (effective element)	—			—			—			3			(1		)	2
Interest rate swap reclassification adjustment	(4		)	1			(3		)	(5		)	1			(4		)
Gain on forward exchange contracts (effective element)	7			(1		)	6			7			(2		)	5
Forward exchange contracts reclassification adjustment	(1		)	—			(1		)	—			—			—
Gain on treasury lock (effective element)	19			(4		)	15			—			—			—
	21			(4		)	17			5			(2		)	3
Other comprehensive income (loss)	54			(12		)	42			30			(3		)	27
Less: Other comprehensive income attributable to noncontrolling interests	—			—			—			—			—			—
Other comprehensive income (loss) attributable to Willis Group Holdings	$	54		$	(12	)	$	42		$	30		$	(3	)	$	27

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



	Net foreign currency translation adjustment			Pension funding adjustment			Net unrealized gain on derivative instruments			Total
	(millions)
Balance at December 31, 2012	$	(34	)	$	(831	)	$	15		$	(850	)
Other comprehensive income before reclassifications	(7		)	2			21			16
Amounts reclassified from accumulated other comprehensive income	—			30			(4		)	26
Net current-period other comprehensive income, net of tax and noncontrolling interests	(7		)	32			17			42
Balance at September 30, 2013	$	(41	)	$	(799	)	$	32		$	(808	)

Amounts reclassified out of accumulated other comprehensive income into the statement of operations are as follows:



Details about accumulated other comprehensive income components	Amount reclassified from accumulated other comprehensive income						Affected line item in the statement of operations
	Three months ended September 30,
	2013			2012
	(millions)
Gains and losses on cash flow hedges (Note 8)
Interest rate swaps	$	(1	)	$	(2	)	Investment income
Foreign exchange contracts	—			—			Other operating expenses
	(1		)	(2		)	Total before tax
Tax	—			—
	$	(1	)	$	(2	)	Net of tax
Amortization of defined benefit pension items (Note 6)
Prior service gain	$	(1	)	$	(1	)	Salaries and benefits
Net actuarial loss	14			11			Salaries and benefits
	13			10			Total before tax
Tax	(3		)	(2		)
	$	10		$	8		Net of tax

Total reclassifications for the period	$	9		$	6



Details about accumulated other comprehensive income components	Amount reclassified from accumulated other comprehensive income						Affected line item in the statement of operations
	Nine months ended September 30,
	2013			2012
	(millions)
Gains and losses on cash flow hedges (Note 8)
Interest rate swaps	$	(4	)	$	(5	)	Investment income
Foreign exchange contracts	(1		)	—			Other operating expenses
	(5		)	(5		)	Total before tax
Tax	1			1
	$	(4	)	$	(4	)	Net of tax
Amortization of defined benefit pension items (Note 6)
Prior service gain	$	(4	)	$	(4	)	Salaries and benefits
Net actuarial loss	41			35			Salaries and benefits
	37			31			Total before tax
Tax	(7		)	(8		)
	$	30		$	23		Net of tax

Total reclassifications for the period	$	26		$	19

The entire disclosure for comprehensive income, which includes, but is not limited to, 1) the amount of income tax expense or benefit allocated to each component of other comprehensive income, including reclassification adjustments, 2) the reclassification adjustments for each classification of other comprehensive income and 3) the ending accumulated balances for each component of comprehensive income.

Stockholders' Equity Note [Abstract]

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher FASB

-Name Statement of Financial Accounting Standard (FAS)

-Number 130

-Paragraph 14-26

-LegacyDoc This reference is SUPERSEDED by the Accounting Standards Codification effective for interim and annual periods ending after September 15, 2009. This reference is included to help users transition from the previous accounting hierarchy and will be removed from future versions of this taxonomy.

Reference 2: http://www.xbrl.org/2003/role/presentationRef

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-Glossary Reclassification Adjustments

-URI http://asc.fasb.org/extlink&oid=6522872

+ Details

EQUITY AND NONCONTROLLING INTERESTS

9 Months Ended

Sep. 30, 2013

EQUITY AND NONCONTROLLING INTERESTS

The components of stockholders’ equity and noncontrolling interests are as follows:



	September 30, 2013									September 30, 2012
	Willis Group Holdings stockholders			Noncontrolling interests			Total equity			Willis Group Holdings stockholders			Noncontrolling interests			Total equity
	(millions)
Balance at beginning of period	$	1,699		$	26		$	1,725		$	2,486		$	31		$	2,517
Comprehensive income:
Net income	297			6			303			359			9			368
Other comprehensive income, net of tax	42			—			42			27			—			27
Comprehensive income	339			6			345			386			9			395
Dividends	(147		)	(9		)	(156		)	(141		)	(11		)	(152		)
Additional paid-in capital	137			—			137			64			—			64
Repurchase of shares ⁽ⁱ⁾	—			—			—			(100		)	—			(100		)
Additional noncontrolling interests	—			—			—			2			1			3
Purchase of subsidiary shares from noncontrolling interests	(4		)	—			(4		)	(23		)	(6		)	(29		)
Balance at end of period	$	2,024		$	23		$	2,047		$	2,674		$	24		$	2,698

_________________________________


⁽ⁱ⁾	Based on settlement date we repurchased 2,796,546 shares at an average price of $35.87 in the nine months ended September 30, 2012.

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



	September 30, 2013			September 30, 2012
	(millions)
Net income attributable to Willis Group Holdings	$	297		$	359
Transfers from noncontrolling interest:
Decrease in Willis Group Holdings paid-in capital for purchase of noncontrolling interests	(4		)	(23		)
Increase in Willis Group Holdings paid-in capital for sale of noncontrolling interests	—			2
Net transfers to noncontrolling interests	(4		)	(21		)
Change from net income attributable to Willis Group Holdings and transfers from noncontrolling interests	$	293		$	338

The entire disclosure for shareholders' equity, comprised of portions attributable to the parent entity and noncontrolling interest, if any, including other comprehensive income (as applicable). Including, but not limited to: (1) balances of common stock, preferred stock, additional paid-in capital, other capital and retained earnings; (2) accumulated balance for each classification of other comprehensive income and total amount of comprehensive income; (3) amount and nature of changes in separate accounts, including the number of shares authorized and outstanding, number of shares issued upon exercise and conversion, and for other comprehensive income, the adjustments for reclassifications to net income; (4) rights and privileges of each class of stock authorized; (5) basis of treasury stock, if other than cost, and amounts paid and accounting treatment for treasury stock purchased significantly in excess of market; (6) dividends paid or payable per share and in the aggregate for each class of stock for each period presented; (7) dividend restrictions and accumulated preferred dividends in arrears (in aggregate and per share amount); (8) retained earnings appropriations or restrictions, such as dividend restrictions; (9) impact of change in accounting principle, initial adoption of new accounting principle and correction of an error in previously issued financial statements; (10) shares held in trust for Employee Stock Ownership Plan (ESOP); (11) deferred compensation related to issuance of capital stock; (12) note received for issuance of stock; (13) unamortized discount on shares; (14) description, terms, and number of warrants or rights outstanding; (15) shares under subscription and subscription receivables, effective date of new retained earnings after quasi-reorganization and deficit eliminated by quasi-reorganization and, for a period of at least ten years after the effective date, the point in time from which the new retained dates; and (16) retroactive effective of subsequent change in capital structure.

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Regulation S-X (SX)

-Number 210

-Section 08

-Article 4

Reference 2: http://www.xbrl.org/2003/role/presentationRef

-Publisher FASB

-Name Accounting Standards Codification

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-Paragraph 29, 30, 31

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-Name Accounting Research Bulletin (ARB)

-Number 43

-Section B

-Paragraph 7, 11A

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-Publisher SEC

-Name Regulation S-X (SX)

-Number 210

-Section 08

-Paragraph d

-Article 4

+ Details

SEGMENT INFORMATION

9 Months Ended

Sep. 30, 2013

Segment Reporting [Abstract]

SEGMENT INFORMATION

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

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


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


(ii)	amortization of intangible assets;


(iii)	gains and losses on the disposal of operations;


(iv)	significant legal and regulatory settlements which are managed centrally;


(v)	write-off of uncollectible accounts receivable balance and associated legal fees and insurance recoveries arising in Chicago due to fraudulent overstatement of commissions and fees;


(vi)	fees related to the extinguishment of debt; and


(vii)	costs associated with the Expense Reduction Initiative.

The accounting policies of the segments are consistent with those described in Note 2 — ‘Basis of Presentation and Significant Accounting Policies’ to the Company’s Annual Report on Form 10-K for the year ended December 31, 2012 and as amended by Current Report on Form 8-K subsequently filed on August 8, 2013.

There are no inter-segment revenues, with segments operating on a revenue-sharing basis equivalent to that used when sharing business with other third-party brokers.

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



	Three months ended September 30, 2013
	Commissions and fees		Investment income		Other income		Total revenues		Depreciation and amortization		Operating income			Interest in earnings of associates, net of tax
	(millions)
Global	$	250	$	1	$	—	$	251	$	7	$	36		$	—
North America	328		1		—		329		9		57			—
International	213		2		—		215		5		(9		)	(1		)
Total Retail	541		3		—		544		14		48			(1		)
Total Segments	791		4		—		795		21		84			(1		)
Corporate and Other ⁽ⁱ⁾	—		—		—		—		14		(9		)	—
Total Consolidated	$	791	$	4	$	—	$	795	$	35	$	75		$	(1	)


	Three months ended September 30, 2012
	Commissions and fees		Investment income		Other income		Total revenues		Depreciation and amortization		Operating income			Interest in earnings of associates, net of tax
	(millions)
Global	$	235	$	—	$	—	$	235	$	7	$	52		$	—
North America	315		2		1		318		7		53			—
International	199		2		—		201		7		(9		)	(2		)
Total Retail	514		4		1		519		14		44			(2		)
Total Segments	749		4		1		754		21		96			(2		)
Corporate and Other ⁽ⁱ⁾	—		—		—		—		14		(26		)	—
Total Consolidated	$	749	$	4	$	1	$	754	$	35	$	70		$	(2	)

_________________________________


⁽ⁱ⁾	See the following table for an analysis of the ‘Corporate and Other’ line.



	Three months ended September 30,
	2013			2012
	(millions)
Amortization of intangible assets	$	(14	)	$	(14	)
Net loss on disposal of operations ^(a)	—			(1		)
India joint venture settlement ^(a)	—			(11		)
Foreign exchange hedging	—			1
Foreign exchange gain on the UK pension plan asset	4			—
Fees related to the extinguishment of debt ^(b)	(1		)	—
Other	2			(1		)
Total Corporate and Other	$	(9	)	$	(26	)

_________________________________


^(a)	$11 million settlement with former partners related to the termination of a joint venture arrangement in India. In addition, $1 million loss on disposal of operations was recorded related to the termination.


^(b)	$1 million of fees associated with the extinguishment of debt completed on August 15, 2013.



	Nine months ended September 30, 2013
	Commissions and fees		Investment income		Other income		Total revenues		Depreciation and amortization		Operating income			Interest in earnings of associates, net of tax
	(millions)
Global	$	938	$	3	$	—	$	941	$	21	$	313		$	—
North America	1,024		2		3		1,029		27		203			—
International	760		6		—		766		15		104			11
Total Retail	1,784		8		3		1,795		42		307			11
Total Segments	2,722		11		3		2,736		63		620			11
Corporate and Other ⁽ⁱ⁾	—		—		—		—		47		(87		)	—
Total Consolidated	$	2,722	$	11	$	3	$	2,736	$	110	$	533		$	11

	Nine months ended September 30, 2012
	Commissions and fees		Investment income		Other income		Total revenues		Depreciation and amortization		Operating income			Interest in earnings of associates, net of tax
	(millions)
Global	$	887	$	3	$	—	$	890	$	20	$	325		$	—
North America	975		3		4		982		23		183			—
International	729		8		—		737		16		112			12
Total Retail	1,704		11		4		1,719		39		295			12
Total Segments	2,591		14		4		2,609		59		620			12
Corporate and Other ⁽ⁱ⁾	—		—		—		—		44		(54		)	—
Total Consolidated	$	2,591	$	14	$	4	$	2,609	$	103	$	566		$	12

_________________________________


⁽ⁱ⁾	See the following table for an analysis of the ‘Corporate and Other’ line.



	Nine months ended September 30,
	2013			2012
	(millions)
Amortization of intangible assets	$	(42	)	$	(44	)
Net loss on disposal of operations ^(a)	—			(1		)
India joint venture settlement ^(a)	—			(11		)
Foreign exchange hedging	—			3
Foreign exchange gain on the UK pension plan asset	5			(1		)
Write-off of uncollectible accounts receivable balance in Chicago and associated legal fees^(b)	—			(13		)
Expense reduction initiative ^(c)	(46		)	—
Insurance recovery ^(d)	—			5
Fees related to the extinguishment of debt ^(e)	(1		)	—
Other	(3		)	8
Total Corporate and Other	$	(87	)	$	(54	)

_________________________________


^(a)	$11 million settlement with former partners related to the termination of a joint venture arrangement in India. In addition, $1 million loss on disposal of operations was recorded related to the termination.


^(b)	Write-off of uncollectible accounts receivable balance in relation to a previously disclosed fraudulent overstatement of Commissions and fees.


^(c)	Charge related to the assessment of the Company's organizational design.


^(d)	Insurance recovery, recorded in Other operating expenses, related to a previously disclosed fraudulent activity in Chicago.


^(e)	$1 million of fees associated with the extinguishment of debt completed on August 15, 2013.

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



	Three months ended September 30,						Nine months ended September 30,
	2013			2012			2013			2012
	(millions)
Total consolidated operating income	$	75		$	70		$	533		$	566
Loss on extinguishment of debt	(60		)	—			(60		)	—
Interest expense	(30		)	(32		)	(93		)	(97		)
(Loss) income before income taxes and interest in earnings of associates	$	(15	)	$	38		$	380		$	469

The entire disclosure for reporting segments including data and tables. Reportable segments include those that meet any of the following quantitative thresholds a) it's reported revenue, including sales to external customers and intersegment sales or transfers is 10 percent or more of the combined revenue, internal and external, of all operating segments b) the absolute amount of its reported profit or loss is 10 percent or more of the greater, in absolute amount of 1) the combined reported profit of all operating segments that did not report a loss or 2) the combined reported loss of all operating segments that did report a loss c) its assets are 10 percent or more of the combined assets of all operating segments.

Condensed Financial Information of Parent Company Only Disclosure [Abstract]

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-LegacyDoc This reference is SUPERSEDED by the Accounting Standards Codification effective for interim and annual periods ending after September 15, 2009. This reference is included to help users transition from the previous accounting hierarchy and will be removed from future versions of this taxonomy.

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+ Details

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

9 Months Ended

Sep. 30, 2013

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

Willis North America Inc. (‘Willis North America’) has $148 million senior notes outstanding that were issued on July 1, 2005, $394 million of senior notes issued on March 28, 2007 and $187 million of senior notes issued on September 29, 2009.

All direct obligations under the senior notes were jointly and severally, irrevocably and fully and unconditionally guaranteed by Willis Netherlands Holdings B.V., Willis Investment UK Holdings Limited, TA I Limited, Trinity Acquisition plc and Willis Group Limited, collectively the ‘Other Guarantors’, and with Willis Group Holdings, the ‘Guarantor Companies’.

The debt securities that were issued by Willis North America and guaranteed by the entities described above, and for which the disclosures set forth below relate and are required under applicable SEC rules, were issued under an effective registration statement.

Presented below is condensed consolidating financial information for:


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


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


(iii)	the Issuer, Willis North America;


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


(v)	Consolidating adjustments; and


(vi)	the Consolidated Company.

The equity method has been used for investments in subsidiaries in the unaudited condensed consolidating balance sheets as of September 30, 2013 of Willis Group Holdings, the Other Guarantors and the Issuer. Investments in subsidiaries in the unaudited condensed consolidating balance sheet for Other represents the cost of investment in subsidiaries recorded in the parent companies of the non-guarantor subsidiaries.

The entities included in the Other Guarantors column as of September 30, 2013 are Willis Netherlands Holdings B.V., Willis Investment UK Holdings Limited, TA I Limited, Trinity Acquisition plc and Willis Group Limited.

Condensed Consolidating Statement of Operations



	Three months ended September 30, 2013
	Willis Group Holdings			The Other Guarantors			The Issuer			Other			Consolidating adjustments			Consolidated
	(millions)
REVENUES
Commissions and fees	$	—		$	—		$	—		$	791		$	—		$	791
Investment income	—			3			—			4			(3		)	4
Other income	—			—			—			34			(34		)	—
Total revenues	—			3			—			829			(37		)	795
EXPENSES
Salaries and benefits	—			—			(48		)	(493		)	—			(541		)
Other operating expenses	3			(7		)	(43		)	(122		)	25			(144		)
Depreciation expense	—			(1		)	(5		)	(15		)	—			(21		)
Amortization of intangible assets	—			—			—			(16		)	2			(14		)
Net loss on disposal of operations	—			—			—			(8		)	8			—
Total expenses	3			(8		)	(96		)	(654		)	35			(720		)
OPERATING INCOME (LOSS)	3			(5		)	(96		)	175			(2		)	75
Investment income from Group undertakings	—			93			60			20			(173		)	—
Loss on extinguishment of debt	—			—			(60		)	—			—			(60		)
Interest expense	(11		)	(52		)	(31		)	(83		)	147			(30		)
(LOSS) INCOME BEFORE INCOME TAXES AND INTEREST IN EARNINGS OF ASSOCIATES	(8		)	36			(127		)	112			(28		)	(15		)
Income taxes	—			2			—			(7		)	(6		)	(11		)
(LOSS) INCOME BEFORE INTEREST IN EARNINGS OF ASSOCIATES	(8		)	38			(127		)	105			(34		)	(26		)
Interest in earnings of associates, net of tax	—			—			—			(4		)	3			(1		)
Equity account for subsidiaries	(19		)	(58		)	62			—			15			—
NET (LOSS) INCOME	(27		)	(20		)	(65		)	101			(16		)	(27		)
Less: Net income attributable to noncontrolling interests	—			—			—			—			—			—
NET (LOSS) INCOME ATTRIBUTABLE TO WILLIS GROUP HOLDINGS	$	(27	)	$	(20	)	$	(65	)	$	101		$	(16	)	$	(27	)

Condensed Consolidating Statement of Comprehensive Income



	Three months ended September 30, 2013
	Willis Group Holdings		The Other Guarantors		The Issuer			Other			Consolidating adjustments			Consolidated
	(millions)

Comprehensive income (loss)	$	45	$	51	$	(62	)	$	155		$	(143	)	$	46
Less: comprehensive income attributable to noncontrolling interests	—		—		—			(1		)	—			(1		)
TOTAL COMPREHENSIVE INCOME (LOSS) ATTRIBUTABLE TO WILLIS GROUP HOLDINGS	$	45	$	51	$	(62	)	$	154		$	(143	)	$	45

Condensed Consolidating Statement of Operations



	Three months ended September 30, 2012
	Willis Group Holdings			The Other Guarantors			The Issuer			Other			Consolidating adjustments			Consolidated
	(millions)
REVENUES
Commissions and fees	$	—		$	—		$	—		$	749		$	—		$	749
Investment income	—			2			—			4			(2		)	4
Other income	—			—			—			1			—			1
Total revenues	—			2			—			754			(2		)	754
EXPENSES
Salaries and benefits	—			—			(28		)	(474		)	—			(502		)
Other operating expenses	(1		)	(1		)	(8		)	(139		)	3			(146		)
Depreciation expense	—			—			(4		)	(17		)	—			(21		)
Amortization of intangible assets	—			—			—			(17		)	3			(14		)
Net gain on disposal of operations	—			—			—			4			(5		)	(1		)
Total expenses	(1		)	(1		)	(40		)	(643		)	1			(684		)
OPERATING (LOSS) INCOME	(1		)	1			(40		)	111			(1		)	70
Investment income from Group undertakings	6			808			63			104			(981		)	—
Interest expense	(11		)	(61		)	(48		)	(68		)	156			(32		)
(LOSS) INCOME BEFORE INCOME TAXES AND INTEREST IN EARNINGS OF ASSOCIATES	(6		)	748			(25		)	147			(826		)	38
Income taxes	(6		)	—			9			(19		)	6			(10		)
(LOSS) INCOME BEFORE INTEREST IN EARNINGS OF ASSOCIATES	(12		)	748			(16		)	128			(820		)	28
Interest in earnings of associates, net of tax	—			—			—			(5		)	3			(2		)
Equity account for subsidiaries	38			(701		)	17			—			646			—
INCOME FROM CONTINUING OPERATIONS	26			47			1			123			(171		)	26
Discontinued operations, net of tax	—			—			—			—			—			—
NET INCOME	26			47			1			123			(171		)	26
Less: Net income attributable to noncontrolling interests	—			—			—			—			—			—
NET INCOME ATTRIBUTABLE TO WILLIS GROUP HOLDINGS	$	26		$	47		$	1		$	123		$	(171	)	$	26

Condensed Consolidating Statement of Comprehensive Income



	Three months ended September 30, 2012
	Willis Group Holdings		The Other Guarantors		The Issuer		Other		Consolidating adjustments			Consolidated
	(millions)

Comprehensive income	$	53	$	74	$	2	$	144	$	(220	)	$	53
Less: comprehensive income attributable to noncontrolling interests	—		—		—		—		—			—
TOTAL COMPREHENSIVE INCOME ATTRIBUTABLE TO WILLIS GROUP HOLDINGS	$	53	$	74	$	2	$	144	$	(220	)	$	53

Condensed Consolidating Statement of Operations



	Nine months ended September 30, 2013
	Willis Group Holdings			The Other Guarantors			The Issuer			Other			Consolidating adjustments			Consolidated
	(millions)
REVENUES
Commissions and fees	$	—		$	—		$	—		$	2,722		$	—		$	2,722
Investment income	—			9			—			11			(9		)	11
Other income	—			—			—			(149		)	152			3
Total revenues	—			9			—			2,584			143			2,736
EXPENSES
Salaries and benefits	(1		)	—			(93		)	(1,544		)	—			(1,638		)
Other operating expenses	(2		)	(38		)	(128		)	(368		)	81			(455		)
Depreciation expense	—			(2		)	(16		)	(50		)	—			(68		)
Amortization of intangible assets	—			—			—			(48		)	6			(42		)
Net loss on disposal of operations	—			—			—			(5		)	5			—
Total expenses	(3		)	(40		)	(237		)	(2,015		)	92			(2,203		)
OPERATING (LOSS) INCOME	(3		)	(31		)	(237		)	569			235			533
Investment income from Group undertakings	—			265			195			68			(528		)	—
Loss on extinguishment of debt	—			—			(60		)	—			—			(60		)
Interest expense	(32		)	(151		)	(97		)	(256		)	443			(93		)
(LOSS) INCOME BEFORE INCOME TAXES AND INTEREST IN EARNINGS OF ASSOCIATES	(35		)	83			(199		)	381			150			380
Income taxes	—			8			—			(94		)	(2		)	(88		)
(LOSS) INCOME BEFORE INTEREST IN EARNINGS OF ASSOCIATES	(35		)	91			(199		)	287			148			292
Interest in earnings of associates, net of tax	—			—			—			4			7			11
Equity account for subsidiaries	332			237			184			—			(753		)	—
NET INCOME (LOSS)	297			328			(15		)	291			(598		)	303
Less: Net income attributable to noncontrolling interests	—			—			—			(6		)	—			(6		)
NET INCOME (LOSS) ATTRIBUTABLE TO WILLIS GROUP HOLDINGS	$	297		$	328		$	(15	)	$	285		$	(598	)	$	297

Condensed Consolidating Statement of Comprehensive Income



	Nine months ended September 30, 2013
	Willis Group Holdings		The Other Guarantors		The Issuer			Other			Consolidating adjustments			Consolidated
	(millions)

Comprehensive income (loss)	$	339	$	369	$	(8	)	$	298		$	(653	)	$	345
Less: comprehensive income attributable to noncontrolling interests	—		—		—			(6		)	—			(6		)
TOTAL COMPREHENSIVE INCOME (LOSS) ATTRIBUTABLE TO WILLIS GROUP HOLDINGS	$	339	$	369	$	(8	)	$	292		$	(653	)	$	339

Condensed Consolidating Statement of Operations



	Nine months ended September 30, 2012
	Willis Group Holdings			The Other Guarantors			The Issuer			Other			Consolidating adjustments			Consolidated
	(millions)
REVENUES
Commissions and fees	$	—		$	—		$	—		$	2,591		$	—		$	2,591
Investment income	—			8			—			14			(8		)	14
Other income	—			—			—			97			(93		)	4
Total revenues	—			8			—			2,702			(101		)	2,609
EXPENSES
Salaries and benefits	(1		)	—			(50		)	(1,457		)	—			(1,508		)
Other operating expenses	(8		)	1			(63		)	(367		)	6			(431		)
Depreciation expense	—			(1		)	(11		)	(47		)	—			(59		)
Amortization of intangible assets	—			—			—			(53		)	9			(44		)
Net loss on disposal of operations	—			—			—			(19		)	18			(1		)
Total expenses	(9		)	—			(124		)	(1,943		)	33			(2,043		)
OPERATING (LOSS) INCOME	(9		)	8			(124		)	759			(68		)	566
Investment income from Group undertakings	6			994			193			118			(1,311		)	—
Interest expense	(32		)	(188		)	(122		)	(210		)	455			(97		)
(LOSS) INCOME BEFORE INCOME TAXES AND INTEREST IN EARNINGS OF ASSOCIATES	(35		)	814			(53		)	667			(924		)	469
Income taxes	1			3			19			(136		)	(1		)	(114		)
(LOSS) INCOME BEFORE INTEREST IN EARNINGS OF ASSOCIATES	(34		)	817			(34		)	531			(925		)	355
Interest in earnings of associates, net of tax	—			—			—			5			7			12
Equity account for subsidiaries	393			(416		)	70			—			(47		)	—
INCOME FROM CONTINUING OPERATIONS	359			401			36			536			(965		)	367
Discontinued operations, net of tax	—			—			—			1			—			1
NET INCOME	359			401			36			537			(965		)	368
Less: Net income attributable to noncontrolling interests	—			—			—			(9		)	—			(9		)
NET INCOME ATTRIBUTABLE TO WILLIS GROUP HOLDINGS	$	359		$	401		$	36		$	528		$	(965	)	$	359

Condensed Consolidating Statement of Comprehensive Income



	Nine months ended September 30, 2012
	Willis Group Holdings		The Other Guarantors		The Issuer		Other			Consolidating adjustments			Consolidated
	(millions)

Comprehensive income	$	386	$	428	$	41	$	574		$	(1,034	)	$	395
Less: comprehensive income attributable to noncontrolling interests	—		—		—		(9		)	—			(9		)
TOTAL COMPREHENSIVE INCOME ATTRIBUTABLE TO WILLIS GROUP HOLDINGS	$	386	$	428	$	41	$	565		$	(1,034	)	$	386

Condensed Consolidating Balance Sheet



	As of September 30, 2013
	Willis Group Holdings			The Other Guarantors			The Issuer			Other			Consolidating adjustments			Consolidated
	(millions)
ASSETS
CURRENT ASSETS
Cash and cash equivalents	$	3		$	3		$	—		$	617		$	—		$	623
Accounts receivable, net	—			—			26			930			29			985
Fiduciary assets	—			—			—			10,123			(926		)	9,197
Deferred tax assets	1			—			—			16			(3		)	14
Other current assets	1			93			11			287			(197		)	195
Total current assets	5			96			37			11,973			(1,097		)	11,014
Investments in subsidiaries	(1,187		)	2,747			844			3,824			(6,228		)	—
Amounts owed by (to) Group undertakings	4,053			(3,361		)	(123		)	(569		)	—			—
NON-CURRENT ASSETS
Fixed assets, net	—			13			56			404			(1		)	472
Goodwill	—			—			—			1,233			1,613			2,846
Other intangible assets, net	—			—			—			523			(162		)	361
Investments in associates	—			—			—			(53		)	237			184
Deferred tax assets	—			—			—			29			(23		)	6
Pension benefits asset	—			—			—			253			—			253
Other non-current assets	4			151			7			167			(142		)	187
Total non-current assets	4			164			63			2,556			1,522			4,309
TOTAL ASSETS	$	2,875		$	(354	)	$	821		$	17,784		$	(5,803	)	$	15,323
LIABILITIES AND STOCKHOLDERS’ EQUITY
CURRENT LIABILITIES
Fiduciary liabilities	$	—		$	—		$	—		$	10,123		$	(926	)	$	9,197
Deferred revenue and accrued expenses	3			—			26			469			(9		)	489
Income taxes payable	—			50			—			132			(149		)	33
Short-term debt and current portion of long-term debt	—			15			—			2			—			17
Deferred tax liabilities	1			—			—			19			(2		)	18
Other current liabilities	52			8			20			327			(26		)	381
Total current liabilities	56			73			46			11,072			(1,112		)	10,135
NON-CURRENT LIABILITIES
Long-term debt	795			785			734			1			—			2,315
Liabilities for pension benefits	—			—			—			229			—			229
Deferred tax liabilities	—			—			—			59			(23		)	36
Provisions for liabilities	—			—			—			221			(13		)	208
Other non-current liabilities	—			—			47			307			(1		)	353
Total non-current liabilities	795			785			781			817			(37		)	3,141
TOTAL LIABILITIES	$	851		$	858		$	827		$	11,889		$	(1,149	)	$	13,276



EQUITY
Total Willis Group Holdings stockholders’ equity	2,024		(1,212		)	(6		)	5,872		(4,654		)	2,024
Noncontrolling interests	—		—			—			23		—			23
Total equity	2,024		(1,212		)	(6		)	5,895		(4,654		)	2,047
TOTAL LIABILITIES AND EQUITY	$	2,875	$	(354	)	$	821		$	17,784	$	(5,803	)	$	15,323

Condensed Consolidating Balance Sheet



	As of December 31, 2012
	Willis Group Holdings			The Other Guarantors			The Issuer		Other			Consolidating adjustments			Consolidated
	(millions)
ASSETS
CURRENT ASSETS
Cash and cash equivalents	$	1		$	—		$	—	$	499		$	—		$	500
Accounts receivable, net	—			—			—		904			29			933
Fiduciary assets	—			—			—		10,071			(800		)	9,271
Deferred tax assets	1			—			—		18			(6		)	13
Other current assets	1			65			38		241			(164		)	181
Total current assets	3			65			38		11,733			(941		)	10,898
Investments in subsidiaries	(1,542		)	2,493			553		3,824			(5,328		)	—
Amounts owed by (to) Group undertakings	4,091			(3,959		)	687		(819		)	—			—
NON-CURRENT ASSETS
Fixed assets, net	—			11			63		395			(1		)	468
Goodwill	—			—			—		1,226			1,601			2,827
Other intangible assets, net	—			—			—		484			(99		)	385
Investments in associates	—			—			—		(53		)	227			174
Deferred tax assets	—			—			—		42			(24		)	18
Pension benefits asset	—			—			—		136			—			136
Other non-current assets	5			134			41		157			(131		)	206
Total non-current assets	5			145			104		2,387			1,573			4,214
TOTAL ASSETS	$	2,557		$	(1,256	)	$	1,382	$	17,125		$	(4,696	)	$	15,112
LIABILITIES AND STOCKHOLDERS’ EQUITY
CURRENT LIABILITIES
Fiduciary liabilities	$	—		$	—		$	—	$	10,071		$	(800	)	$	9,271
Deferred revenue and accrued expenses	2			—			—		543			(4		)	541
Income taxes payable	—			25			—		120			(126		)	19
Short-term debt and current portion of long-term debt	—			15			—		—			—			15
Deferred tax liabilities	1			—			—		25			(5		)	21
Other current liabilities	60			—			73		216			(22		)	327
Total current liabilities	63			40			73		10,975			(957		)	10,194
NON-CURRENT LIABILITIES
Long-term debt	795			274			1,268		1			—			2,338
Liabilities for pension benefits	—			—			—		282			—			282
Deferred tax liabilities	—			—			—		42			(24		)	18
Provisions for liabilities	—			—			—		188			(8		)	180
Other non-current liabilities	—			5			7		363			—			375
Total non-current liabilities	795			279			1,275		876			(32		)	3,193
TOTAL LIABILITIES	$	858		$	319		$	1,348	$	11,851		$	(989	)	$	13,387



EQUITY
Total Willis Group Holdings stockholders’ equity	1,699		(1,575		)	34		5,248		(3,707		)	1,699
Noncontrolling interests	—		—			—		26		—			26
Total equity	1,699		(1,575		)	34		5,274		(3,707		)	1,725
TOTAL LIABILITIES AND EQUITY	$	2,557	$	(1,256	)	$	1,382	$	17,125	$	(4,696	)	$	15,112

Condensed Consolidating Statement of Cash Flows



	Nine months ended September 30, 2013
	Willis Group Holdings			The Other Guarantors			The Issuer			Other			Consolidating adjustments		Consolidated
	(millions)
NET CASH (USED IN) PROVIDED BY OPERATING ACTIVITIES	$	(43	)	$	103		$	(202	)	$	508		$	—	$	366
CASH FLOWS FROM INVESTING ACTIVITIES
Proceeds on disposal of fixed and intangible assets	—			—			2			7			—		9
Additions to fixed assets	—			(4		)	(11		)	(63		)	—		(78		)
Additions to intangible assets	—			—			—			(1		)	—		(1		)
Acquisitions of subsidiaries, net of cash acquired	—			—			—			(30		)	—		(30		)
Payments to acquire other investments	—			—			—			(5		)	—		(5		)
Net cash used in investing activities	—			(4		)	(9		)	(92		)	—		(105		)
CASH FLOWS FROM FINANCING ACTIVITIES
Proceeds from draw down of revolving credit facility	—			—			—			2			—		2
Senior notes issued	—			522			—			—			—		522
Debt issuance costs	—			(8		)	—			—			—		(8		)
Repayments of debt	—			(11		)	(521		)	—			—		(532		)
Tender premium on extinguishment of senior notes	—			—			(65		)	—			—		(65		)
Proceeds from issue of shares	105			—			—			—			—		105
Excess tax benefits from share-based payment arrangements	1			—			—			—			—		1
Dividends paid	(144		)	—			—			—			—		(144		)
Acquisition of noncontrolling interests	—			—			—			(4		)	—		(4		)
Dividends paid to noncontrolling interests	—			—			—			(9		)	—		(9		)
Amounts owed by (to) Group undertakings	83			(599		)	797			(281		)	—		—
Net cash provided by (used in) financing activities	45			(96		)	211			(292		)	—		(132		)
INCREASE IN CASH AND CASH EQUIVALENTS	2			3			—			124			—		129
Effect of exchange rate changes on cash and cash equivalents	—			—			—			(6		)	—		(6		)
CASH AND CASH EQUIVALENTS, BEGINNING OF PERIOD	1			—			—			499			—		500
CASH AND CASH EQUIVALENTS, END OF PERIOD	$	3		$	3		$	—		$	617		$	—	$	623

Condensed Consolidating Statement of Cash Flows



	Nine months ended September 30, 2012
	Willis Group Holdings			The Other Guarantors			The Issuer			Other			Consolidating adjustments			Consolidated
	(millions)
NET CASH (USED IN) PROVIDED BY OPERATING ACTIVITIES	$	(43	)	$	803		$	61		$	146		$	(657	)	$	310
CASH FLOWS FROM INVESTING ACTIVITIES
Proceeds on disposal of fixed and intangible assets	—			—			—			8			—			8
Additions to fixed assets	—			(6		)	(13		)	(78		)	—			(97		)
Additions to intangible assets	—			—			—			(1		)	—			(1		)
Acquisitions of subsidiaries, net of cash acquired	—			—			—			(4		)	—			(4		)
Payments to acquire other investments	—			—			—			(5		)	—			(5		)
Net cash used in investing activities	—			(6		)	(13		)	(80		)	—			(99		)
CASH FLOWS FROM FINANCING ACTIVITIES
Proceeds from draw down of revolving credit facility	—			20			—			—			—			20
Repayments of debt	—			(7		)	—			(4		)	—			(11		)
Repurchase of shares	(100		)	—			—			—			—			(100		)
Proceeds from issue of shares	41			—			—			—			—			41
Excess tax benefits from share-based payment arrangements	—			—			—			2			—			2
Dividends paid	(139		)	—			—			(657		)	657			(139		)
Proceeds from sale of noncontrolling interests	—			—			—			3			—			3
Acquisition of noncontrolling interests	—			—			—			(29		)	—			(29		)
Dividends paid to noncontrolling interests	—			—			—			(11		)	—			(11		)
Amounts owed by (to) Group undertakings	242			(810		)	(211		)	779			—			—
Net cash provided by (used in) financing activities	44			(797		)	(211		)	83			657			(224		)
INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS	1			—			(163		)	149			—			(13		)
Effect of exchange rate changes on cash and cash equivalents	—			—			—			1			—			1
CASH AND CASH EQUIVALENTS, BEGINNING OF PERIOD	—			—			163			273			—			436
CASH AND CASH EQUIVALENTS, END OF PERIOD	$	1		$	—		$	—		$	423		$	—		$	424

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

Trinity Acquisition plc has $525 million senior notes outstanding that were issued on August 15, 2013.

All direct obligations under the senior notes were jointly and severally, irrevocably and fully and unconditionally guaranteed by Willis Netherlands Holdings B.V, Willis Investment UK Holdings Limited, TA I Limited, Willis Group Limited and Willis North America, Inc, collectively the 'Other Guarantors', and with Willis Group Holdings, the 'Guarantor Companies'.

The guarantor structure described above differs from the guarantor structure associated with the senior notes issued by the Company and Willis North America (the ‘Willis North America Debt Securities’) in that Trinity Acquisition plc is the issuer and not a subsidiary guarantor, and Willis North America, Inc. is a subsidiary guarantor.

Presented below is condensed consolidating financial information for:


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


(ii)	the Other Guarantors, which are all 100 percent directly or indirectly owned subsidiaries of the parent. Willis Netherlands B.V, Willis Investment UK Holdings Limited and TA 1 Limited are all direct or indirect parents of the issuer and Willis Group Limited and Willis North America, Inc, are 100 percent direct or indirectly owned subsidiaries or the issuer;


(iii)	Trinity Acquisition plc, which is the issuer and is a 100 percent indirectly owned subsidiary of the parent;


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


(v)	Consolidating adjustments; and


(vi)	the Consolidated Company.

The equity method has been used for investments in subsidiaries in the condensed consolidating balance sheets as of September 30, 2013 of Willis Group Holdings, the Other Guarantors and the Issuer. 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 Other Guarantors column as of September 30, 2013 are Willis Netherlands Holdings B.V., Willis Investment UK Holdings Limited, Willis North America, TA I Limited and Willis Group Limited.

Condensed Consolidating Statement of Operations



	Three months ended September 30, 2013
	Willis Group Holdings			The Other Guarantors			The Issuer			Other			Consolidating adjustments			Consolidated
	(millions)
REVENUES
Commissions and fees	$	—		$	—		$	—		$	791		$	—		$	791
Investment income	—			3			—			4			(3		)	4
Other income	—			—			—			34			(34		)	—
Total revenues	—			3			—			829			(37		)	795
EXPENSES
Salaries and benefits	—			(48		)	—			(493		)	—			(541		)
Other operating expenses	3			(50		)	—			(122		)	25			(144		)
Depreciation expense	—			(6		)	—			(15		)	—			(21		)
Amortization of intangible assets	—			—			—			(16		)	2			(14		)
Net loss on disposal of operations	—			—			—			(8		)	8			—
Total expenses	3			(104		)	—			(654		)	35			(720		)
OPERATING INCOME (LOSS)	3			(101		)	—			175			(2		)	75
Investment income from Group undertakings	—			137			16			20			(173		)	—
Loss on extinguishment of debt	—			(60		)	—			—			—			(60		)
Interest expense	(11		)	(71		)	(12		)	(83		)	147			(30		)
(LOSS) INCOME BEFORE INCOME TAXES AND INTEREST IN EARNINGS OF ASSOCIATES	(8		)	(95		)	4			112			(28		)	(15		)
Income taxes	—			4			(2		)	(7		)	(6		)	(11		)
(LOSS) INCOME BEFORE INTEREST IN EARNINGS OF ASSOCIATES	(8		)	(91		)	2			105			(34		)	(26		)
Interest in earnings of associates, net of tax	—			—			—			(4		)	3			(1		)
Equity account for subsidiaries	(19		)	71			(35		)	—			(17		)	—
NET (LOSS) INCOME	(27		)	(20		)	(33		)	101			(48		)	(27		)
Less: Net income attributable to noncontrolling interests	—			—			—			—			—			—
NET (LOSS) INCOME ATTRIBUTABLE TO WILLIS GROUP HOLDINGS	$	(27	)	$	(20	)	$	(33	)	$	101		$	(48	)	$	(27	)

Condensed Consolidating Statement of Comprehensive Income



	Three months ended September 30, 2013
	Willis Group Holdings		The Other Guarantors		The Issuer		Other			Consolidating adjustments			Consolidated
	(millions)

Comprehensive income	$	45	$	51	$	31	$	155		$	(236	)	$	46
Less: comprehensive income attributable to noncontrolling interests	—		—		—		(1		)	—			(1		)
TOTAL COMPREHENSIVE INCOME ATTRIBUTABLE TO WILLIS GROUP HOLDINGS	$	45	$	51	$	31	$	154		$	(236	)	$	45

Condensed Consolidating Statement of Operations



	Three months ended September 30, 2012
	Willis Group Holdings			The Other Guarantors			The Issuer			Other			Consolidating adjustments			Consolidated
	(millions)
REVENUES
Commissions and fees	$	—		$	—		$	—		$	749		$	—		$	749
Investment income	—			2			—			4			(2		)	4
Other income	—			—			—			1			—			1
Total revenues	—			2			—			754			(2		)	754
EXPENSES
Salaries and benefits	—			(28		)	—			(474		)	—			(502		)
Other operating expenses	(1		)	(9		)	—			(139		)	3			(146		)
Depreciation expense	—			(4		)	—			(17		)	—			(21		)
Amortization of intangible assets	—			—			—			(17		)	3			(14		)
Net gain on disposal of operations	—			—			—			4			(5		)	(1		)
Total expenses	(1		)	(41		)	—			(643		)	1			(684		)
OPERATING (LOSS) INCOME	(1		)	(39		)	—			111			(1		)	70
Investment income from Group undertakings	6			1,743			966			104			(2,819		)	—
Interest expense	(11		)	(100		)	(9		)	(68		)	156			(32		)
(LOSS) INCOME BEFORE INCOME TAXES AND INTEREST IN EARNINGS OF ASSOCIATES	(6		)	1,604			957			147			(2,664		)	38
Income taxes	(6		)	14			(5		)	(19		)	6			(10		)
(LOSS) INCOME BEFORE INTEREST IN EARNINGS OF ASSOCIATES	(12		)	1,618			952			128			(2,658		)	28
Interest in earnings of associates, net of tax	—			—			—			(5		)	3			(2		)
Equity account for subsidiaries	38			(1,571		)	(913		)	—			2,446			—
INCOME FROM CONTINUING OPERATIONS	26			47			39			123			(209		)	26
Discontinued operations, net of tax	—			—			—			—			—			—
NET INCOME	26			47			39			123			(209		)	26
Less: Net income attributable to noncontrolling interests	—			—			—			—			—			—
NET INCOME ATTRIBUTABLE TO WILLIS GROUP HOLDINGS	$	26		$	47		$	39		$	123		$	(209	)	$	26

Condensed Consolidating Statement of Comprehensive Income



	Three months ended September 30, 2012
	Willis Group Holdings		The Other Guarantors		The Issuer		Other		Consolidating adjustments			Consolidated
	(millions)

Comprehensive income	$	53	$	74	$	8	$	144	$	(226	)	$	53
Less: comprehensive income attributable to noncontrolling interests	—		—		—		—		—			—
TOTAL COMPREHENSIVE INCOME ATTRIBUTABLE TO WILLIS GROUP HOLDINGS	$	53	$	74	$	8	$	144	$	(226	)	$	53

Condensed Consolidating Statement of Operations



	Nine months ended September 30, 2013
	Willis Group Holdings			The Other Guarantors			The Issuer			Other			Consolidating adjustments			Consolidated
	(millions)
REVENUES
Commissions and fees	$	—		$	—		$	—		$	2,722		$	—		$	2,722
Investment income	—			9			—			11			(9		)	11
Other income	—			—			—			(149		)	152			3
Total revenues	—			9			—			2,584			143			2,736
EXPENSES
Salaries and benefits	(1		)	(93		)	—			(1,544		)	—			(1,638		)
Other operating expenses	(2		)	(166		)	—			(368		)	81			(455		)
Depreciation expense	—			(18		)	—			(50		)	—			(68		)
Amortization of intangible assets	—			—			—			(48		)	6			(42		)
Net loss on disposal of operations	—			—			—			(5		)	5			—
Total expenses	(3		)	(277		)	—			(2,015		)	92			(2,203		)
OPERATING (LOSS) INCOME	(3		)	(268		)	—			569			235			533
Investment income from Group undertakings	—			415			45			68			(528		)	—
Loss on extinguishment of debt	—			(60		)	—			—			—			(60		)
Interest expense	(32		)	(219		)	(29		)	(256		)	443			(93		)
(LOSS) INCOME BEFORE INCOME TAXES AND INTEREST IN EARNINGS OF ASSOCIATES	(35		)	(132		)	16			381			150			380
Income taxes	—			12			(4		)	(94		)	(2		)	(88		)
(LOSS) INCOME BEFORE INTEREST IN EARNINGS OF ASSOCIATES	(35		)	(120		)	12			287			148			292
Interest in earnings of associates, net of tax	—			—			—			4			7			11
Equity account for subsidiaries	332			448			275			—			(1,055		)	—
NET INCOME	297			328			287			291			(900		)	303
Less: Net income attributable to noncontrolling interests	—			—			—			(6		)	—			(6		)
NET INCOME ATTRIBUTABLE TO WILLIS GROUP HOLDINGS	$	297		$	328		$	287		$	285		$	(900	)	$	297

Condensed Consolidating Statement of Comprehensive Income



	Nine months ended September 30, 2013
	Willis Group Holdings		The Other Guarantors		The Issuer		Other			Consolidating adjustments			Consolidated
	(millions)

Comprehensive income	$	339	$	369	$	326	$	298		$	(987	)	$	345
Less: comprehensive income attributable to noncontrolling interests	—		—		—		(6		)	—			(6		)
TOTAL COMPREHENSIVE INCOME ATTRIBUTABLE TO WILLIS GROUP HOLDINGS	$	339	$	369	$	326	$	292		$	(987	)	$	339

Condensed Consolidating Statement of Operations



	Nine months ended September 30, 2012
	Willis Group Holdings			The Other Guarantors			The Issuer			Other			Consolidating adjustments			Consolidated
	(millions)
REVENUES
Commissions and fees	$	—		$	—		$	—		$	2,591		$	—		$	2,591
Investment income	—			8			—			14			(8		)	14
Other income	—			—			—			97			(93		)	4
Total revenues	—			8			—			2,702			(101		)	2,609
EXPENSES
Salaries and benefits	(1		)	(50		)	—			(1,457		)	—			(1,508		)
Other operating expenses	(8		)	(63		)	1			(367		)	6			(431		)
Depreciation expense	—			(12		)	—			(47		)	—			(59		)
Amortization of intangible assets	—			—			—			(53		)	9			(44		)
Net loss on disposal of operations	—			—			—			(19		)	18			(1		)
Total expenses	(9		)	(125		)	1			(1,943		)	33			(2,043		)
OPERATING (LOSS) INCOME	(9		)	(117		)	1			759			(68		)	566
Investment income from Group undertakings	6			2,191			1,284			118			(3,599		)	—
Interest expense	(32		)	(284		)	(26		)	(210		)	455			(97		)
(LOSS) INCOME BEFORE INCOME TAXES AND INTEREST IN EARNINGS OF ASSOCIATES	(35		)	1,790			1,259			667			(3,212		)	469
Income taxes	1			32			(10		)	(136		)	(1		)	(114		)
(LOSS) INCOME BEFORE INTEREST IN EARNINGS OF ASSOCIATES	(34		)	1,822			1,249			531			(3,213		)	355
Interest in earnings of associates, net of tax	—			—			—			5			7			12
Equity account for subsidiaries	393			(1,421		)	(877		)	—			1,905			—
INCOME FROM CONTINUING OPERATIONS	359			401			372			536			(1,301		)	367
Discontinued operations, net of tax	—			—			—			1			—			1
NET INCOME	359			401			372			537			(1,301		)	368
Less: Net income attributable to noncontrolling interests	—			—			—			(9		)	—			(9		)
NET INCOME ATTRIBUTABLE TO WILLIS GROUP HOLDINGS	$	359		$	401		$	372		$	528		$	(1,301	)	$	359

Condensed Consolidating Statement of Comprehensive Income



	Nine months ended September 30, 2012
	Willis Group Holdings		The Other Guarantors		The Issuer		Other			Consolidating adjustments			Consolidated
	(millions)

Comprehensive income	$	386	$	428	$	342	$	574		$	(1,335	)	$	395
Less: comprehensive income attributable to noncontrolling interests	—		—		—		(9		)	—			(9		)
TOTAL COMPREHENSIVE INCOME ATTRIBUTABLE TO WILLIS GROUP HOLDINGS	$	386	$	428	$	342	$	565		$	(1,335	)	$	386

Condensed Consolidating Balance Sheet



	As of September 30, 2013
	Willis Group Holdings			The Other Guarantors			The Issuer		Other			Consolidating adjustments			Consolidated
	(millions)
ASSETS
CURRENT ASSETS
Cash and cash equivalents	$	3		$	3		$	—	$	617		$	—		$	623
Accounts receivable, net	—			26			—		930			29			985
Fiduciary assets	—			—			—		10,123			(926		)	9,197
Deferred tax assets	1			—			—		16			(3		)	14
Other current assets	1			103			1		287			(197		)	195
Total current assets	5			132			1		11,973			(1,097		)	11,014
Investments in subsidiaries	(1,187		)	3,066			3,398		3,824			(9,101		)	—
Amounts owed by (to) Group undertakings	4,053			(3,761		)	277		(569		)	—			—
NON-CURRENT ASSETS
Fixed assets, net	—			69			—		404			(1		)	472
Goodwill	—			—			—		1,233			1,613			2,846
Other intangible assets, net	—			—			—		523			(162		)	361
Investments in associates	—			—			—		(53		)	237			184
Deferred tax assets	—			—			—		29			(23		)	6
Pension benefits asset	—			—			—		253			—			253
Other non-current assets	4			148			10		167			(142		)	187
Total non-current assets	4			217			10		2,556			1,522			4,309
TOTAL ASSETS	$	2,875		$	(346	)	$	3,686	$	17,784		$	(8,676	)	$	15,323
LIABILITIES AND STOCKHOLDERS’ EQUITY
CURRENT LIABILITIES
Fiduciary liabilities	$	—		$	—		$	—	$	10,123		$	(926	)	$	9,197
Deferred revenue and accrued expenses	3			26			—		469			(9		)	489
Income taxes payable	—			35			15		132			(149		)	33
Short-term debt and current portion of long-term debt	—			—			15		2			—			17
Deferred tax liabilities	1			—			—		19			(2		)	18
Other current liabilities	52			24			4		327			(26		)	381
Total current liabilities	56			85			34		11,072			(1,112		)	10,135
NON-CURRENT LIABILITIES
Long-term debt	795			734			785		1			—			2,315
Liabilities for pension benefits	—			—			—		229			—			229
Deferred tax liabilities	—			—			—		59			(23		)	36
Provisions for liabilities	—			—			—		221			(13		)	208
Other non-current liabilities	—			47			—		307			(1		)	353
Total non-current liabilities	795			781			785		817			(37		)	3,141
TOTAL LIABILITIES	$	851		$	866		$	819	$	11,889		$	(1,149	)	$	13,276
EQUITY
Total Willis Group Holdings stockholders’ equity	2,024			(1,212		)	2,867		5,872			(7,527		)	2,024
Noncontrolling interests	—			—			—		23			—			23
Total equity	2,024			(1,212		)	2,867		5,895			(7,527		)	2,047
TOTAL LIABILITIES AND EQUITY	$	2,875		$	(346	)	$	3,686	$	17,784		$	(8,676	)	$	15,323

Condensed Consolidating Balance Sheet



	As of December 31, 2012
	Willis Group Holdings			The Other Guarantors			The Issuer		Other			Consolidating adjustments			Consolidated
	(millions)
ASSETS
CURRENT ASSETS
Cash and cash equivalents	$	1		$	—		$	—	$	499		$	—		$	500
Accounts receivable, net	—			—			—		904			29			933
Fiduciary assets	—			—			—		10,071			(800		)	9,271
Deferred tax assets	1			—			—		18			(6		)	13
Other current assets	1			102			1		241			(164		)	181
Total current assets	3			102			1		11,733			(941		)	10,898
Investments in subsidiaries	(1,542		)	3,025			2,548		3,824			(7,855		)	—
Amounts owed by (to) Group undertakings	4,091			(3,581		)	309		(819		)	—			—
NON-CURRENT ASSETS
Fixed assets, net	—			74			—		395			(1		)	468
Goodwill	—			—			—		1,226			1,601			2,827
Other intangible assets, net	—			—			—		484			(99		)	385
Investments in associates	—			—			—		(53		)	227			174
Deferred tax assets	—			—			—		42			(24		)	18
Pension benefits asset	—			—			—		136			—			136
Other non-current assets	5			172			3		157			(131		)	206
Total non-current assets	5			246			3		2,387			1,573			4,214
TOTAL ASSETS	$	2,557		$	(208	)	$	2,861	$	17,125		$	(7,223	)	$	15,112
LIABILITIES AND STOCKHOLDERS’ EQUITY
CURRENT LIABILITIES
Fiduciary liabilities	$	—		$	—		$	—	$	10,071		$	(800	)	$	9,271
Deferred revenue and accrued expenses	2			—			—		543			(4		)	541
Income taxes payable	—			14			11		120			(126		)	19
Short-term debt and current portion of long-term debt	—			—			15		—			—			15
Deferred tax liabilities	1			—			—		25			(5		)	21
Other current liabilities	60			73			—		216			(22		)	327
Total current liabilities	63			87			26		10,975			(957		)	10,194
NON-CURRENT LIABILITIES
Long-term debt	795			1,268			274		1			—			2,338
Liabilities for pension benefits	—			—			—		282			—			282
Deferred tax liabilities	—			—			—		42			(24		)	18
Provisions for liabilities	—			—			—		188			(8		)	180
Other non-current liabilities	—			12			—		363			—			375
Total non-current liabilities	795			1,280			274		876			(32		)	3,193
TOTAL LIABILITIES	$	858		$	1,367		$	300	$	11,851		$	(989	)	$	13,387
EQUITY
Total Willis Group Holdings stockholders’ equity	1,699			(1,575		)	2,561		5,248			(6,234		)	1,699
Noncontrolling interests	—			—			—		26			—			26
Total equity	1,699			(1,575		)	2,561		5,274			(6,234		)	1,725
TOTAL LIABILITIES AND EQUITY	$	2,557		$	(208	)	$	2,861	$	17,125		$	(7,223	)	$	15,112

Condensed Consolidating Statement of Cash Flows



	Nine months ended September 30, 2013
	Willis Group Holdings			The Other Guarantors			The Issuer			Other			Consolidating adjustments		Consolidated
	(millions)
NET CASH (USED IN) PROVIDED BY OPERATING ACTIVITIES	$	(43	)	$	(120	)	$	21		$	508		$	—	$	366
CASH FLOWS FROM INVESTING ACTIVITIES
Proceeds on disposal of fixed and intangible assets	—			2			—			7			—		9
Additions to fixed assets	—			(15		)	—			(63		)	—		(78		)
Additions to intangible assets	—			—			—			(1		)	—		(1		)
Acquisitions of subsidiaries, net of cash acquired	—			—			—			(30		)	—		(30		)
Payments to acquire other investments	—			—			—			(5		)	—		(5		)
Net cash used in investing activities	—			(13		)	—			(92		)	—		(105		)
CASH FLOWS FROM FINANCING ACTIVITIES
Proceeds from draw down of revolving credit facility	—			—			—			2			—		2
Senior notes issued	—			—			522			—			—		522
Debt issuance costs	—			—			(8		)	—			—		(8		)
Repayments of debt	—			(521		)	(11		)	—			—		(532		)
Tender premium on extinguishment of debt	—			(65		)	—			—			—		(65		)
Proceeds from issue of shares	105			—			—			—			—		105
Excess tax benefits from share-based payment arrangements	1			—			—			—			—		1
Dividends paid	(144		)	—			—			—			—		(144		)
Acquisition of noncontrolling interests	—			—			—			(4		)	—		(4		)
Dividends paid to noncontrolling interests	—			—			—			(9		)	—		(9		)
Amounts owed by (to) Group undertakings	83			722			(524		)	(281		)	—		—
Net cash provided by (used in) financing activities	45			136			(21		)	(292		)	—		(132		)
INCREASE IN CASH AND CASH EQUIVALENTS	2			3			—			124			—		129
Effect of exchange rate changes on cash and cash equivalents	—			—			—			(6		)	—		(6		)
CASH AND CASH EQUIVALENTS, BEGINNING OF PERIOD	1			—			—			499			—		500
CASH AND CASH EQUIVALENTS, END OF PERIOD	$	3		$	3		$	—		$	617		$	—	$	623

Condensed Consolidating Statement of Cash Flows



	Nine months ended September 30, 2012
	Willis Group Holdings			The Other Guarantors			The Issuer			Other			Consolidating adjustments			Consolidated
	(millions)
NET CASH (USED IN) PROVIDED BY OPERATING ACTIVITIES	$	(43	)	$	1,894		$	1,259		$	146		$	(2,946	)	$	310
CASH FLOWS FROM INVESTING ACTIVITIES
Proceeds on disposal of fixed and intangible assets	—			—			—			8			—			8
Additions to fixed assets	—			(19		)	—			(78		)	—			(97		)
Additions to intangible assets	—			—			—			(1		)	—			(1		)
Acquisitions of subsidiaries, net of cash acquired	—			—			—			(4		)	—			(4		)
Payments to acquire other investments	—			—			—			(5		)	—			(5		)
Net cash used in investing activities	—			(19		)	—			(80		)	—			(99		)
CASH FLOWS FROM FINANCING ACTIVITIES
Proceeds from draw down of revolving credit facility	—			—			20			—			—			20
Repayments of debt	—			—			(7		)	(4		)	—			(11		)
Repurchase of shares	(100		)	—			—			—			—			(100		)
Proceeds from issue of shares	41			—			—			—			—			41
Excess tax benefits from share-based payment arrangements	—			—			—			2			—			2
Dividends paid	(139		)	(1,220		)	(1,069		)	(657		)	2,946			(139		)
Proceeds from sale of noncontrolling interests	—			—			—			3			—			3
Acquisition of noncontrolling interests	—			—			—			(29		)	—			(29		)
Dividends paid to noncontrolling interests	—			—			—			(11		)	—			(11		)
Amounts owed by (to) Group undertakings	242			(818		)	(203		)	779			—			—
Net cash provided by (used in) financing activities	44			(2,038		)	(1,259		)	83			2,946			(224		)
INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS	1			(163		)	—			149			—			(13		)
Effect of exchange rate changes on cash and cash equivalents	—			—			—			1			—			1
CASH AND CASH EQUIVALENTS, BEGINNING OF PERIOD	—			163			—			273			—			436
CASH AND CASH EQUIVALENTS, END OF PERIOD	$	1		$	—		$	—		$	423		$	—		$	424

Financial Information for Parent Issuer Guarantor Subsidiaries and Non-Guarantor Subsidiaries Disclosure [Abstract]

The entire disclosure for condensed financial information, including the financial position, cash flows, and the results of operations of the registrant (parent company) as of the same dates or for the same periods for which audited consolidated financial statements are being presented. Alternatively, the details of this disclosure can be reported by the specific parent company taxonomy elements, indicating the appropriate date and period contexts in an instance document.

+ References+ Details

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

9 Months Ended

Sep. 30, 2013

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


20.	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 are issued by Willis Group Holdings (‘Holdings Debt Securities’) and are guaranteed by certain of the Company’s subsidiaries. Therefore, the Company is providing the unaudited 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 guarantor structure associated with the senior notes issued by Willis North America (the ‘Willis North America Debt Securities’) (and for which unaudited 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 unaudited condensed consolidating balance sheets as of September 30, 2013 of Willis Group Holdings and the Guarantors. Investments in subsidiaries in the unaudited condensed consolidating balance sheet for Other represents the cost of investment in subsidiaries recorded in the parent companies of the non-guarantor subsidiaries.

The entities included in the Guarantors column as of September 30, 2013 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 September 30, 2013
	Willis Group Holdings - the Parent Issuer			The Guarantors			Other			Consolidating adjustments			Consolidated
	(millions)
REVENUES
Commissions and fees	$	—		$	—		$	791		$	—		$	791
Investment income	—			3			4			(3		)	4
Other income	—			—			34			(34		)	—
Total revenues	—			3			829			(37		)	795
EXPENSES
Salaries and benefits	—			(48		)	(493		)	—			(541		)
Other operating expenses	3			(50		)	(122		)	25			(144		)
Depreciation expense	—			(6		)	(15		)	—			(21		)
Amortization of intangible assets	—			—			(16		)	2			(14		)
Net loss on disposal of operations	—			—			(8		)	8			—
Total expenses	3			(104		)	(654		)	35			(720		)
OPERATING INCOME (LOSS)	3			(101		)	175			(2		)	75
Investment income from Group undertakings	—			153			20			(173		)	—
Loss on extinguishment of debt	—			(60		)	—			—			(60		)
Interest expense	(11		)	(83		)	(83		)	147			(30		)
(LOSS) INCOME BEFORE INCOME TAXES AND INTEREST IN EARNINGS OF ASSOCIATES	(8		)	(91		)	112			(28		)	(15		)
Income taxes	—			2			(7		)	(6		)	(11		)
(LOSS) INCOME BEFORE INTEREST IN EARNINGS OF ASSOCIATES	(8		)	(89		)	105			(34		)	(26		)
Interest in earnings of associates, net of tax	—			—			(4		)	3			(1		)
Equity account for subsidiaries	(19		)	69			—			(50		)	—
NET (LOSS) INCOME	(27		)	(20		)	101			(81		)	(27		)
Less: Net income attributable to noncontrolling interests	—			—			—			—			—
NET (LOSS) INCOME ATTRIBUTABLE TO WILLIS GROUP HOLDINGS	$	(27	)	$	(20	)	$	101		$	(81	)	$	(27	)

Condensed Consolidating Statement of Comprehensive Income



	Three months ended September 30, 2013
	Willis Group Holdings - the Parent Issuer		The Guarantors		Other			Consolidating adjustments			Consolidated
	(millions)

Comprehensive income	$	45	$	51	$	155		$	(205	)	$	46
Less: comprehensive income attributable to noncontrolling interests	—		—		(1		)	—			(1		)
TOTAL COMPREHENSIVE INCOME ATTRIBUTABLE TO WILLIS GROUP HOLDINGS	$	45	$	51	$	154		$	(205	)	$	45

Condensed Consolidating Statement of Operations



	Three months ended September 30, 2012
	Willis Group Holdings - the Parent Issuer			The Guarantors			Other			Consolidating adjustments			Consolidated
	(millions)
REVENUES
Commissions and fees	$	—		$	—		$	749		$	—		$	749
Investment income	—			2			4			(2		)	4
Other income	—			—			1			—			1
Total revenues	—			2			754			(2		)	754
EXPENSES
Salaries and benefits	—			(28		)	(474		)	—			(502		)
Other operating expenses	(1		)	(9		)	(139		)	3			(146		)
Depreciation expense	—			(4		)	(17		)	—			(21		)
Amortization of intangible assets	—			—			(17		)	3			(14		)
Net gain on disposal of operations	—			—			4			(5		)	(1		)
Total expenses	(1		)	(41		)	(643		)	1			(684		)
OPERATING (LOSS) INCOME	(1		)	(39		)	111			(1		)	70
Investment income from Group undertakings	6			871			104			(981		)	—
Interest expense	(11		)	(109		)	(68		)	156			(32		)
(LOSS) INCOME BEFORE INCOME TAXES AND INTEREST IN EARNINGS OF ASSOCIATES	(6		)	723			147			(826		)	38
Income taxes	(6		)	9			(19		)	6			(10		)
(LOSS) INCOME BEFORE INTEREST IN EARNINGS OF ASSOCIATES	(12		)	732			128			(820		)	28
Interest in earnings of associates, net of tax	—			—			(5		)	3			(2		)
Equity account for subsidiaries	38			(685		)	—			647			—
INCOME FROM CONTINUING OPERATIONS	26			47			123			(170		)	26
NET INCOME	26			47			123			(170		)	26
Less: Net income attributable to noncontrolling interests	—			—			—			—			—
NET INCOME ATTRIBUTABLE TO WILLIS GROUP HOLDINGS	$	26		$	47		$	123		$	(170	)	$	26

Condensed Consolidating Statement of Comprehensive Income



	Three months ended September 30, 2012
	Willis Group Holdings - the Parent Issuer		The Guarantors		Other		Consolidating adjustments			Consolidated
	(millions)

Comprehensive income	$	53	$	74	$	144	$	(218	)	$	53
Less: comprehensive income attributable to noncontrolling interests	—		—		—		—			—
TOTAL COMPREHENSIVE INCOME ATTRIBUTABLE TO WILLIS GROUP HOLDINGS	$	53	$	74	$	144	$	(218	)	$	53

Condensed Consolidating Statement of Operations



	Nine months ended September 30, 2013
	Willis Group Holdings - the Parent Issuer			The Guarantors			Other			Consolidating adjustments			Consolidated
	(millions)
REVENUES
Commissions and fees	$	—		$	—		$	2,722		$	—		$	2,722
Investment income	—			9			11			(9		)	11
Other income	—			—			(149		)	152			3
Total revenues	—			9			2,584			143			2,736
EXPENSES
Salaries and benefits	(1		)	(93		)	(1,544		)	—			(1,638		)
Other operating expenses	(2		)	(166		)	(368		)	81			(455		)
Depreciation expense	—			(18		)	(50		)	—			(68		)
Amortization of intangible assets	—			—			(48		)	6			(42		)
Net loss on disposal of operations	—			—			(5		)	5			—
Total expenses	(3		)	(277		)	(2,015		)	92			(2,203		)
OPERATING (LOSS) INCOME	(3		)	(268		)	569			235			533
Investment income from Group undertakings	—			460			68			(528		)	—
Loss on extinguishment of debt	—			(60		)	—			—			(60		)
Interest expense	(32		)	(248		)	(256		)	443			(93		)
(LOSS) INCOME BEFORE INCOME TAXES AND INTEREST IN EARNINGS OF ASSOCIATES	(35		)	(116		)	381			150			380
Income taxes	—			8			(94		)	(2		)	(88		)
(LOSS) INCOME BEFORE INTEREST IN EARNINGS OF ASSOCIATES	(35		)	(108		)	287			148			292
Interest in earnings of associates, net of tax	—			—			4			7			11
Equity account for subsidiaries	332			436			—			(768		)	—
NET INCOME	297			328			291			(613		)	303
Less: Net income attributable to noncontrolling interests	—			—			(6		)	—			(6		)
NET INCOME ATTRIBUTABLE TO WILLIS GROUP HOLDINGS	$	297		$	328		$	285		$	(613	)	$	297

Condensed Consolidating Statement of Comprehensive Income



	Nine months ended September 30, 2013
	Willis Group Holdings - the Parent Issuer		The Guarantors		Other			Consolidating adjustments			Consolidated
	(millions)

Comprehensive income	$	339	$	369	$	298		$	(661	)	$	345
Less: comprehensive income attributable to noncontrolling interests	—		—		(6		)	—			(6		)
TOTAL COMPREHENSIVE INCOME ATTRIBUTABLE TO WILLIS GROUP HOLDINGS	$	339	$	369	$	292		$	(661	)	$	339

Condensed Consolidating Statement of Operations



	Nine months ended September 30, 2012
	Willis Group Holdings - the Parent Issuer			The Guarantors			Other			Consolidating adjustments			Consolidated
	(millions)
REVENUES
Commissions and fees	$	—		$	—		$	2,591		$	—		$	2,591
Investment income	—			8			14			(8		)	14
Other income	—			—			97			(93		)	4
Total revenues	—			8			2,702			(101		)	2,609
EXPENSES
Salaries and benefits	(1		)	(50		)	(1,457		)	—			(1,508		)
Other operating expenses	(8		)	(62		)	(367		)	6			(431		)
Depreciation expense	—			(12		)	(47		)	—			(59		)
Amortization of intangible assets	—			—			(53		)	9			(44		)
Net loss on disposal of operations	—			—			(19		)	18			(1		)
Total expenses	(9		)	(124		)	(1,943		)	33			(2,043		)
OPERATING (LOSS) INCOME	(9		)	(116		)	759			(68		)	566
Investment income from Group undertakings	6			1,187			118			(1,311		)	—
Interest expense	(32		)	(310		)	(210		)	455			(97		)
(LOSS) INCOME BEFORE INCOME TAXES AND INTEREST IN EARNINGS OF ASSOCIATES	(35		)	761			667			(924		)	469
Income taxes	1			22			(136		)	(1		)	(114		)
(LOSS) INCOME BEFORE INTEREST IN EARNINGS OF ASSOCIATES	(34		)	783			531			(925		)	355
Interest in earnings of associates, net of tax	—			—			5			7			12
Equity account for subsidiaries	393			(382		)	—			(11		)	—
INCOME FROM CONTINUING OPERATIONS	359			401			536			(929		)	367
Discontinued operations, net of tax	—			—			1			—			1
NET INCOME	359			401			537			(929		)	368
Less: Net income attributable to noncontrolling interests	—			—			(9		)	—			(9		)
NET INCOME ATTRIBUTABLE TO WILLIS GROUP HOLDINGS	$	359		$	401		$	528		$	(929	)	$	359

Condensed Consolidating Statement of Comprehensive Income



	Nine months ended September 30, 2012
	Willis Group Holdings - the Parent Issuer		The Guarantors		Other			Consolidating adjustments			Consolidated
	(millions)

Comprehensive income	$	386	$	428	$	574		$	(993	)	$	395
Less: comprehensive income attributable to noncontrolling interests	—		—		(9		)	—			(9		)
TOTAL COMPREHENSIVE INCOME ATTRIBUTABLE TO WILLIS GROUP HOLDINGS	$	386	$	428	$	565		$	(993	)	$	386

Condensed Consolidating Balance Sheet



	As of September 30, 2013
	Willis Group Holdings - the Parent Issuer			The Guarantors			Other			Consolidating adjustments			Consolidated
	(millions)
ASSETS
CURRENT ASSETS
Cash and cash equivalents	$	3		$	3		$	617		$	—		$	623
Accounts receivable, net	—			26			930			29			985
Fiduciary assets	—			—			10,123			(926		)	9,197
Deferred tax assets	1			—			16			(3		)	14
Other current assets	1			104			287			(197		)	195
Total current assets	5			133			11,973			(1,097		)	11,014
Investments in subsidiaries	(1,187		)	3,597			3,824			(6,234		)	—
Amounts owed by (to) Group undertakings	4,053			(3,484		)	(569		)	—			—
NON-CURRENT ASSETS
Fixed assets, net	—			69			404			(1		)	472
Goodwill	—			—			1,233			1,613			2,846
Other intangible assets, net	—			—			523			(162		)	361
Investments in associates	—			—			(53		)	237			184
Deferred tax assets	—			—			29			(23		)	6
Pension benefits asset	—			—			253			—			253
Other non-current assets	4			158			167			(142		)	187
Total non-current assets	4			227			2,556			1,522			4,309
TOTAL ASSETS	$	2,875		$	473		$	17,784		$	(5,809	)	$	15,323
LIABILITIES AND STOCKHOLDERS’ EQUITY
CURRENT LIABILITIES
Fiduciary liabilities	$	—		$	—		$	10,123		$	(926	)	$	9,197
Deferred revenue and accrued expenses	3			26			469			(9		)	489
Income taxes payable	—			50			132			(149		)	33
Short-term debt and current portion of long-term debt	—			15			2			—			17
Deferred tax liabilities	1			—			19			(2		)	18
Other current liabilities	52			28			327			(26		)	381
Total current liabilities	56			119			11,072			(1,112		)	10,135
NON-CURRENT LIABILITIES
Long-term debt	795			1,519			1			—			2,315
Liabilities for pension benefits	—			—			229			—			229
Deferred tax liabilities	—			—			59			(23		)	36
Provisions for liabilities	—			—			221			(13		)	208
Other non-current liabilities	—			47			307			(1		)	353
Total non-current liabilities	795			1,566			817			(37		)	3,141
TOTAL LIABILITIES	$	851		$	1,685		$	11,889		$	(1,149	)	$	13,276



EQUITY
Total Willis Group Holdings stockholders’ equity	2,024		(1,212		)	5,872		(4,660		)	2,024
Noncontrolling interests	—		—			23		—			23
Total equity	2,024		(1,212		)	5,895		(4,660		)	2,047
TOTAL LIABILITIES AND EQUITY	$	2,875	$	473		$	17,784	$	(5,809	)	$	15,323

Condensed Consolidating Balance Sheet



	As of December 31, 2012
	Willis Group Holdings - the Parent Issuer			The Guarantors			Other			Consolidating adjustments			Consolidated
	(millions)
ASSETS
CURRENT ASSETS
Cash and cash equivalents	$	1		$	—		$	499		$	—		$	500
Accounts receivable, net	—			—			904			29			933
Fiduciary assets	—			—			10,071			(800		)	9,271
Deferred tax assets	1			—			18			(6		)	13
Other current assets	1			103			241			(164		)	181
Total current assets	3			103			11,733			(941		)	10,898
Investments in subsidiaries	(1,542		)	3,012			3,824			(5,294		)	—
Amounts owed by (to) Group undertakings	4,091			(3,272		)	(819		)	—			—
NON-CURRENT ASSETS
Fixed assets, net	—			74			395			(1		)	468
Goodwill	—			—			1,226			1,601			2,827
Other intangible assets, net	—			—			484			(99		)	385
Investments in associates	—			—			(53		)	227			174
Deferred tax assets	—			—			42			(24		)	18
Pension benefits asset	—			—			136			—			136
Other non-current assets	5			175			157			(131		)	206
Total non-current assets	5			249			2,387			1,573			4,214
TOTAL ASSETS	$	2,557		$	92		$	17,125		$	(4,662	)	$	15,112
LIABILITIES AND STOCKHOLDERS’ EQUITY
CURRENT LIABILITIES
Fiduciary liabilities	$	—		$	—		$	10,071		$	(800	)	$	9,271
Deferred revenue and accrued expenses	2			—			543			(4		)	541
Income taxes payable	—			25			120			(126		)	19
Short-term debt and current portion of long-term debt	—			15			—			—			15
Deferred tax liabilities	1			—			25			(5		)	21
Other current liabilities	60			73			216			(22		)	327
Total current liabilities	63			113			10,975			(957		)	10,194
NON-CURRENT LIABILITIES
Long-term debt	795			1,542			1			—			2,338
Liabilities for pension benefits	—			—			282			—			282
Deferred tax liabilities	—			—			42			(24		)	18
Provisions for liabilities	—			—			188			(8		)	180
Other non-current liabilities	—			12			363			—			375
Total non-current liabilities	795			1,554			876			(32		)	3,193
TOTAL LIABILITIES	$	858		$	1,667		$	11,851		$	(989	)	$	13,387



EQUITY
Total Willis Group Holdings stockholders’ equity	1,699		(1,575		)	5,248		(3,673		)	1,699
Noncontrolling interests	—		—			26		—			26
Total equity	1,699		(1,575		)	5,274		(3,673		)	1,725
TOTAL LIABILITIES AND EQUITY	$	2,557	$	92		$	17,125	$	(4,662	)	$	15,112

Condensed Consolidating Statement of Cash Flows



	Nine months ended September 30, 2013
	Willis Group Holdings - the Parent Issuer			The Guarantors			Other			Consolidating adjustments		Consolidated
	(millions)
NET CASH (USED IN) PROVIDED BY OPERATING ACTIVITIES	$	(43	)	$	(99	)	$	508		$	—	$	366
CASH FLOWS FROM INVESTING ACTIVITIES
Proceeds on disposal of fixed and intangible assets	—			2			7			—		9
Additions to fixed assets	—			(15		)	(63		)	—		(78		)
Additions to intangible assets	—			—			(1		)	—		(1		)
Acquisitions of subsidiaries, net of cash acquired	—			—			(30		)	—		(30		)
Payments to acquire other investments	—			—			(5		)	—		(5		)
Net cash used in investing activities	—			(13		)	(92		)	—		(105		)
CASH FLOWS FROM FINANCING ACTIVITIES
Proceeds from draw down of revolving credit facility	—			—			2			—		2
Senior notes issued	—			522			—			—		522
Debt issuance costs	—			(8		)	—			—		(8		)
Repayments of debt	—			(532		)	—			—		(532		)
Tender premium on extinguishment of debt	—			(65		)	—			—		(65		)
Proceeds from issue of shares	105			—			—			—		105
Excess tax benefits from share-based payment arrangement	1			—			—			—		1
Dividends paid	(144		)	—			—			—		(144		)
Acquisition of noncontrolling interests	—			—			(4		)	—		(4		)
Dividends paid to noncontrolling interests	—			—			(9		)	—		(9		)
Amounts owed by (to) Group undertakings	83			198			(281		)	—		—
Net cash provided by (used in) financing activities	45			115			(292		)	—		(132		)
INCREASE IN CASH AND CASH EQUIVALENTS	2			3			124			—		129
Effect of exchange rate changes on cash and cash equivalents	—			—			(6		)	—		(6		)
CASH AND CASH EQUIVALENTS, BEGINNING OF PERIOD	1			—			499			—		500
CASH AND CASH EQUIVALENTS, END OF PERIOD	$	3		$	3		$	617		$	—	$	623

Condensed Consolidating Statement of Cash Flows



	Nine months ended September 30, 2012
	Willis Group Holdings - the Parent Issuer			The Guarantors			Other			Consolidating adjustments			Consolidated
	(millions)
NET CASH (USED IN) PROVIDED BY OPERATING ACTIVITIES	$	(43	)	$	864		$	146		$	(657	)	$	310
CASH FLOWS FROM INVESTING ACTIVITIES
Proceeds on disposal of fixed and intangible assets	—			—			8			—			8
Additions to fixed assets	—			(19		)	(78		)	—			(97		)
Additions to intangible assets	—			—			(1		)	—			(1		)
Acquisitions of subsidiaries, net of cash acquired	—			—			(4		)	—			(4		)
Payments to acquire other investments	—			—			(5		)	—			(5		)
Net cash used in investing activities	—			(19		)	(80		)	—			(99		)
CASH FLOWS FROM FINANCING ACTIVITIES
Proceeds from draw down of revolving credit facility	—			20			—			—			20
Repayments of debt	—			(7		)	(4		)	—			(11		)
Repurchase of shares	(100		)	—			—			—			(100		)
Proceeds from issue of shares	41			—			—			—			41
Excess tax benefits from share-based payment arrangement	—			—			2			—			2
Dividends paid	(139		)	—			(657		)	657			(139		)
Proceeds from sale of noncontrolling interests	—			—			3			—			3
Acquisition of noncontrolling interests	—			—			(29		)	—			(29		)
Dividends paid to noncontrolling interests	—			—			(11		)	—			(11		)
Amounts owed by (to) Group undertakings	242			(1,021		)	779			—			—
Net cash provided by (used in) financing activities	44			(1,008		)	83			657			(224		)
INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS	1			(163		)	149			—			(13		)
Effect of exchange rate changes on cash and cash equivalents	—			—			1			—			1
CASH AND CASH EQUIVALENTS, BEGINNING OF PERIOD	—			163			273			—			436
CASH AND CASH EQUIVALENTS, END OF PERIOD	$	1		$	—		$	423		$	—		$	424

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

9 Months Ended

Sep. 30, 2013

Condensed Financial Statements, Captions [Line Items]

Financial Information for issuer, Parent guarantor, guarantor subsidiaries and non-guarantor subsidiaries [Text Block]

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

Presented below is condensed consolidating financial information for:


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


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


(iii)	the Issuer, Willis North America;


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


(v)	Consolidating adjustments; and


(vi)	the Consolidated Company.

Condensed Consolidating Statement of Operations



	Three months ended September 30, 2013
	Willis Group Holdings			The Other Guarantors			The Issuer			Other			Consolidating adjustments			Consolidated
	(millions)
REVENUES
Commissions and fees	$	—		$	—		$	—		$	791		$	—		$	791
Investment income	—			3			—			4			(3		)	4
Other income	—			—			—			34			(34		)	—
Total revenues	—			3			—			829			(37		)	795
EXPENSES
Salaries and benefits	—			—			(48		)	(493		)	—			(541		)
Other operating expenses	3			(7		)	(43		)	(122		)	25			(144		)
Depreciation expense	—			(1		)	(5		)	(15		)	—			(21		)
Amortization of intangible assets	—			—			—			(16		)	2			(14		)
Net loss on disposal of operations	—			—			—			(8		)	8			—
Total expenses	3			(8		)	(96		)	(654		)	35			(720		)
OPERATING INCOME (LOSS)	3			(5		)	(96		)	175			(2		)	75
Investment income from Group undertakings	—			93			60			20			(173		)	—
Loss on extinguishment of debt	—			—			(60		)	—			—			(60		)
Interest expense	(11		)	(52		)	(31		)	(83		)	147			(30		)
(LOSS) INCOME BEFORE INCOME TAXES AND INTEREST IN EARNINGS OF ASSOCIATES	(8		)	36			(127		)	112			(28		)	(15		)
Income taxes	—			2			—			(7		)	(6		)	(11		)
(LOSS) INCOME BEFORE INTEREST IN EARNINGS OF ASSOCIATES	(8		)	38			(127		)	105			(34		)	(26		)
Interest in earnings of associates, net of tax	—			—			—			(4		)	3			(1		)
Equity account for subsidiaries	(19		)	(58		)	62			—			15			—
NET (LOSS) INCOME	(27		)	(20		)	(65		)	101			(16		)	(27		)
Less: Net income attributable to noncontrolling interests	—			—			—			—			—			—
NET (LOSS) INCOME ATTRIBUTABLE TO WILLIS GROUP HOLDINGS	$	(27	)	$	(20	)	$	(65	)	$	101		$	(16	)	$	(27	)

Condensed Consolidating Statement of Comprehensive Income



	Three months ended September 30, 2013
	Willis Group Holdings		The Other Guarantors		The Issuer			Other			Consolidating adjustments			Consolidated
	(millions)

Comprehensive income (loss)	$	45	$	51	$	(62	)	$	155		$	(143	)	$	46
Less: comprehensive income attributable to noncontrolling interests	—		—		—			(1		)	—			(1		)
TOTAL COMPREHENSIVE INCOME (LOSS) ATTRIBUTABLE TO WILLIS GROUP HOLDINGS	$	45	$	51	$	(62	)	$	154		$	(143	)	$	45

Condensed Consolidating Statement of Operations



	Three months ended September 30, 2012
	Willis Group Holdings			The Other Guarantors			The Issuer			Other			Consolidating adjustments			Consolidated
	(millions)
REVENUES
Commissions and fees	$	—		$	—		$	—		$	749		$	—		$	749
Investment income	—			2			—			4			(2		)	4
Other income	—			—			—			1			—			1
Total revenues	—			2			—			754			(2		)	754
EXPENSES
Salaries and benefits	—			—			(28		)	(474		)	—			(502		)
Other operating expenses	(1		)	(1		)	(8		)	(139		)	3			(146		)
Depreciation expense	—			—			(4		)	(17		)	—			(21		)
Amortization of intangible assets	—			—			—			(17		)	3			(14		)
Net gain on disposal of operations	—			—			—			4			(5		)	(1		)
Total expenses	(1		)	(1		)	(40		)	(643		)	1			(684		)
OPERATING (LOSS) INCOME	(1		)	1			(40		)	111			(1		)	70
Investment income from Group undertakings	6			808			63			104			(981		)	—
Interest expense	(11		)	(61		)	(48		)	(68		)	156			(32		)
(LOSS) INCOME BEFORE INCOME TAXES AND INTEREST IN EARNINGS OF ASSOCIATES	(6		)	748			(25		)	147			(826		)	38
Income taxes	(6		)	—			9			(19		)	6			(10		)
(LOSS) INCOME BEFORE INTEREST IN EARNINGS OF ASSOCIATES	(12		)	748			(16		)	128			(820		)	28
Interest in earnings of associates, net of tax	—			—			—			(5		)	3			(2		)
Equity account for subsidiaries	38			(701		)	17			—			646			—
INCOME FROM CONTINUING OPERATIONS	26			47			1			123			(171		)	26
Discontinued operations, net of tax	—			—			—			—			—			—
NET INCOME	26			47			1			123			(171		)	26
Less: Net income attributable to noncontrolling interests	—			—			—			—			—			—
NET INCOME ATTRIBUTABLE TO WILLIS GROUP HOLDINGS	$	26		$	47		$	1		$	123		$	(171	)	$	26

Condensed Consolidating Statement of Comprehensive Income



	Three months ended September 30, 2012
	Willis Group Holdings		The Other Guarantors		The Issuer		Other		Consolidating adjustments			Consolidated
	(millions)

Comprehensive income	$	53	$	74	$	2	$	144	$	(220	)	$	53
Less: comprehensive income attributable to noncontrolling interests	—		—		—		—		—			—
TOTAL COMPREHENSIVE INCOME ATTRIBUTABLE TO WILLIS GROUP HOLDINGS	$	53	$	74	$	2	$	144	$	(220	)	$	53

Condensed Consolidating Statement of Operations



	Nine months ended September 30, 2013
	Willis Group Holdings			The Other Guarantors			The Issuer			Other			Consolidating adjustments			Consolidated
	(millions)
REVENUES
Commissions and fees	$	—		$	—		$	—		$	2,722		$	—		$	2,722
Investment income	—			9			—			11			(9		)	11
Other income	—			—			—			(149		)	152			3
Total revenues	—			9			—			2,584			143			2,736
EXPENSES
Salaries and benefits	(1		)	—			(93		)	(1,544		)	—			(1,638		)
Other operating expenses	(2		)	(38		)	(128		)	(368		)	81			(455		)
Depreciation expense	—			(2		)	(16		)	(50		)	—			(68		)
Amortization of intangible assets	—			—			—			(48		)	6			(42		)
Net loss on disposal of operations	—			—			—			(5		)	5			—
Total expenses	(3		)	(40		)	(237		)	(2,015		)	92			(2,203		)
OPERATING (LOSS) INCOME	(3		)	(31		)	(237		)	569			235			533
Investment income from Group undertakings	—			265			195			68			(528		)	—
Loss on extinguishment of debt	—			—			(60		)	—			—			(60		)
Interest expense	(32		)	(151		)	(97		)	(256		)	443			(93		)
(LOSS) INCOME BEFORE INCOME TAXES AND INTEREST IN EARNINGS OF ASSOCIATES	(35		)	83			(199		)	381			150			380
Income taxes	—			8			—			(94		)	(2		)	(88		)
(LOSS) INCOME BEFORE INTEREST IN EARNINGS OF ASSOCIATES	(35		)	91			(199		)	287			148			292
Interest in earnings of associates, net of tax	—			—			—			4			7			11
Equity account for subsidiaries	332			237			184			—			(753		)	—
NET INCOME (LOSS)	297			328			(15		)	291			(598		)	303
Less: Net income attributable to noncontrolling interests	—			—			—			(6		)	—			(6		)
NET INCOME (LOSS) ATTRIBUTABLE TO WILLIS GROUP HOLDINGS	$	297		$	328		$	(15	)	$	285		$	(598	)	$	297

Condensed Consolidating Statement of Comprehensive Income



	Nine months ended September 30, 2013
	Willis Group Holdings		The Other Guarantors		The Issuer			Other			Consolidating adjustments			Consolidated
	(millions)

Comprehensive income (loss)	$	339	$	369	$	(8	)	$	298		$	(653	)	$	345
Less: comprehensive income attributable to noncontrolling interests	—		—		—			(6		)	—			(6		)
TOTAL COMPREHENSIVE INCOME (LOSS) ATTRIBUTABLE TO WILLIS GROUP HOLDINGS	$	339	$	369	$	(8	)	$	292		$	(653	)	$	339

Condensed Consolidating Statement of Operations



	Nine months ended September 30, 2012
	Willis Group Holdings			The Other Guarantors			The Issuer			Other			Consolidating adjustments			Consolidated
	(millions)
REVENUES
Commissions and fees	$	—		$	—		$	—		$	2,591		$	—		$	2,591
Investment income	—			8			—			14			(8		)	14
Other income	—			—			—			97			(93		)	4
Total revenues	—			8			—			2,702			(101		)	2,609
EXPENSES
Salaries and benefits	(1		)	—			(50		)	(1,457		)	—			(1,508		)
Other operating expenses	(8		)	1			(63		)	(367		)	6			(431		)
Depreciation expense	—			(1		)	(11		)	(47		)	—			(59		)
Amortization of intangible assets	—			—			—			(53		)	9			(44		)
Net loss on disposal of operations	—			—			—			(19		)	18			(1		)
Total expenses	(9		)	—			(124		)	(1,943		)	33			(2,043		)
OPERATING (LOSS) INCOME	(9		)	8			(124		)	759			(68		)	566
Investment income from Group undertakings	6			994			193			118			(1,311		)	—
Interest expense	(32		)	(188		)	(122		)	(210		)	455			(97		)
(LOSS) INCOME BEFORE INCOME TAXES AND INTEREST IN EARNINGS OF ASSOCIATES	(35		)	814			(53		)	667			(924		)	469
Income taxes	1			3			19			(136		)	(1		)	(114		)
(LOSS) INCOME BEFORE INTEREST IN EARNINGS OF ASSOCIATES	(34		)	817			(34		)	531			(925		)	355
Interest in earnings of associates, net of tax	—			—			—			5			7			12
Equity account for subsidiaries	393			(416		)	70			—			(47		)	—
INCOME FROM CONTINUING OPERATIONS	359			401			36			536			(965		)	367
Discontinued operations, net of tax	—			—			—			1			—			1
NET INCOME	359			401			36			537			(965		)	368
Less: Net income attributable to noncontrolling interests	—			—			—			(9		)	—			(9		)
NET INCOME ATTRIBUTABLE TO WILLIS GROUP HOLDINGS	$	359		$	401		$	36		$	528		$	(965	)	$	359

Condensed Consolidating Statement of Comprehensive Income



	Nine months ended September 30, 2012
	Willis Group Holdings		The Other Guarantors		The Issuer		Other			Consolidating adjustments			Consolidated
	(millions)

Comprehensive income	$	386	$	428	$	41	$	574		$	(1,034	)	$	395
Less: comprehensive income attributable to noncontrolling interests	—		—		—		(9		)	—			(9		)
TOTAL COMPREHENSIVE INCOME ATTRIBUTABLE TO WILLIS GROUP HOLDINGS	$	386	$	428	$	41	$	565		$	(1,034	)	$	386

Condensed Consolidating Balance Sheet



	As of September 30, 2013
	Willis Group Holdings			The Other Guarantors			The Issuer			Other			Consolidating adjustments			Consolidated
	(millions)
ASSETS
CURRENT ASSETS
Cash and cash equivalents	$	3		$	3		$	—		$	617		$	—		$	623
Accounts receivable, net	—			—			26			930			29			985
Fiduciary assets	—			—			—			10,123			(926		)	9,197
Deferred tax assets	1			—			—			16			(3		)	14
Other current assets	1			93			11			287			(197		)	195
Total current assets	5			96			37			11,973			(1,097		)	11,014
Investments in subsidiaries	(1,187		)	2,747			844			3,824			(6,228		)	—
Amounts owed by (to) Group undertakings	4,053			(3,361		)	(123		)	(569		)	—			—
NON-CURRENT ASSETS
Fixed assets, net	—			13			56			404			(1		)	472
Goodwill	—			—			—			1,233			1,613			2,846
Other intangible assets, net	—			—			—			523			(162		)	361
Investments in associates	—			—			—			(53		)	237			184
Deferred tax assets	—			—			—			29			(23		)	6
Pension benefits asset	—			—			—			253			—			253
Other non-current assets	4			151			7			167			(142		)	187
Total non-current assets	4			164			63			2,556			1,522			4,309
TOTAL ASSETS	$	2,875		$	(354	)	$	821		$	17,784		$	(5,803	)	$	15,323
LIABILITIES AND STOCKHOLDERS’ EQUITY
CURRENT LIABILITIES
Fiduciary liabilities	$	—		$	—		$	—		$	10,123		$	(926	)	$	9,197
Deferred revenue and accrued expenses	3			—			26			469			(9		)	489
Income taxes payable	—			50			—			132			(149		)	33
Short-term debt and current portion of long-term debt	—			15			—			2			—			17
Deferred tax liabilities	1			—			—			19			(2		)	18
Other current liabilities	52			8			20			327			(26		)	381
Total current liabilities	56			73			46			11,072			(1,112		)	10,135
NON-CURRENT LIABILITIES
Long-term debt	795			785			734			1			—			2,315
Liabilities for pension benefits	—			—			—			229			—			229
Deferred tax liabilities	—			—			—			59			(23		)	36
Provisions for liabilities	—			—			—			221			(13		)	208
Other non-current liabilities	—			—			47			307			(1		)	353
Total non-current liabilities	795			785			781			817			(37		)	3,141
TOTAL LIABILITIES	$	851		$	858		$	827		$	11,889		$	(1,149	)	$	13,276



EQUITY
Total Willis Group Holdings stockholders’ equity	2,024		(1,212		)	(6		)	5,872		(4,654		)	2,024
Noncontrolling interests	—		—			—			23		—			23
Total equity	2,024		(1,212		)	(6		)	5,895		(4,654		)	2,047
TOTAL LIABILITIES AND EQUITY	$	2,875	$	(354	)	$	821		$	17,784	$	(5,803	)	$	15,323

Condensed Consolidating Balance Sheet



	As of December 31, 2012
	Willis Group Holdings			The Other Guarantors			The Issuer		Other			Consolidating adjustments			Consolidated
	(millions)
ASSETS
CURRENT ASSETS
Cash and cash equivalents	$	1		$	—		$	—	$	499		$	—		$	500
Accounts receivable, net	—			—			—		904			29			933
Fiduciary assets	—			—			—		10,071			(800		)	9,271
Deferred tax assets	1			—			—		18			(6		)	13
Other current assets	1			65			38		241			(164		)	181
Total current assets	3			65			38		11,733			(941		)	10,898
Investments in subsidiaries	(1,542		)	2,493			553		3,824			(5,328		)	—
Amounts owed by (to) Group undertakings	4,091			(3,959		)	687		(819		)	—			—
NON-CURRENT ASSETS
Fixed assets, net	—			11			63		395			(1		)	468
Goodwill	—			—			—		1,226			1,601			2,827
Other intangible assets, net	—			—			—		484			(99		)	385
Investments in associates	—			—			—		(53		)	227			174
Deferred tax assets	—			—			—		42			(24		)	18
Pension benefits asset	—			—			—		136			—			136
Other non-current assets	5			134			41		157			(131		)	206
Total non-current assets	5			145			104		2,387			1,573			4,214
TOTAL ASSETS	$	2,557		$	(1,256	)	$	1,382	$	17,125		$	(4,696	)	$	15,112
LIABILITIES AND STOCKHOLDERS’ EQUITY
CURRENT LIABILITIES
Fiduciary liabilities	$	—		$	—		$	—	$	10,071		$	(800	)	$	9,271
Deferred revenue and accrued expenses	2			—			—		543			(4		)	541
Income taxes payable	—			25			—		120			(126		)	19
Short-term debt and current portion of long-term debt	—			15			—		—			—			15
Deferred tax liabilities	1			—			—		25			(5		)	21
Other current liabilities	60			—			73		216			(22		)	327
Total current liabilities	63			40			73		10,975			(957		)	10,194
NON-CURRENT LIABILITIES
Long-term debt	795			274			1,268		1			—			2,338
Liabilities for pension benefits	—			—			—		282			—			282
Deferred tax liabilities	—			—			—		42			(24		)	18
Provisions for liabilities	—			—			—		188			(8		)	180
Other non-current liabilities	—			5			7		363			—			375
Total non-current liabilities	795			279			1,275		876			(32		)	3,193
TOTAL LIABILITIES	$	858		$	319		$	1,348	$	11,851		$	(989	)	$	13,387



EQUITY
Total Willis Group Holdings stockholders’ equity	1,699		(1,575		)	34		5,248		(3,707		)	1,699
Noncontrolling interests	—		—			—		26		—			26
Total equity	1,699		(1,575		)	34		5,274		(3,707		)	1,725
TOTAL LIABILITIES AND EQUITY	$	2,557	$	(1,256	)	$	1,382	$	17,125	$	(4,696	)	$	15,112

Condensed Consolidating Statement of Cash Flows



	Nine months ended September 30, 2013
	Willis Group Holdings			The Other Guarantors			The Issuer			Other			Consolidating adjustments		Consolidated
	(millions)
NET CASH (USED IN) PROVIDED BY OPERATING ACTIVITIES	$	(43	)	$	103		$	(202	)	$	508		$	—	$	366
CASH FLOWS FROM INVESTING ACTIVITIES
Proceeds on disposal of fixed and intangible assets	—			—			2			7			—		9
Additions to fixed assets	—			(4		)	(11		)	(63		)	—		(78		)
Additions to intangible assets	—			—			—			(1		)	—		(1		)
Acquisitions of subsidiaries, net of cash acquired	—			—			—			(30		)	—		(30		)
Payments to acquire other investments	—			—			—			(5		)	—		(5		)
Net cash used in investing activities	—			(4		)	(9		)	(92		)	—		(105		)
CASH FLOWS FROM FINANCING ACTIVITIES
Proceeds from draw down of revolving credit facility	—			—			—			2			—		2
Senior notes issued	—			522			—			—			—		522
Debt issuance costs	—			(8		)	—			—			—		(8		)
Repayments of debt	—			(11		)	(521		)	—			—		(532		)
Tender premium on extinguishment of senior notes	—			—			(65		)	—			—		(65		)
Proceeds from issue of shares	105			—			—			—			—		105
Excess tax benefits from share-based payment arrangements	1			—			—			—			—		1
Dividends paid	(144		)	—			—			—			—		(144		)
Acquisition of noncontrolling interests	—			—			—			(4		)	—		(4		)
Dividends paid to noncontrolling interests	—			—			—			(9		)	—		(9		)
Amounts owed by (to) Group undertakings	83			(599		)	797			(281		)	—		—
Net cash provided by (used in) financing activities	45			(96		)	211			(292		)	—		(132		)
INCREASE IN CASH AND CASH EQUIVALENTS	2			3			—			124			—		129
Effect of exchange rate changes on cash and cash equivalents	—			—			—			(6		)	—		(6		)
CASH AND CASH EQUIVALENTS, BEGINNING OF PERIOD	1			—			—			499			—		500
CASH AND CASH EQUIVALENTS, END OF PERIOD	$	3		$	3		$	—		$	617		$	—	$	623

Condensed Consolidating Statement of Cash Flows



	Nine months ended September 30, 2012
	Willis Group Holdings			The Other Guarantors			The Issuer			Other			Consolidating adjustments			Consolidated
	(millions)
NET CASH (USED IN) PROVIDED BY OPERATING ACTIVITIES	$	(43	)	$	803		$	61		$	146		$	(657	)	$	310
CASH FLOWS FROM INVESTING ACTIVITIES
Proceeds on disposal of fixed and intangible assets	—			—			—			8			—			8
Additions to fixed assets	—			(6		)	(13		)	(78		)	—			(97		)
Additions to intangible assets	—			—			—			(1		)	—			(1		)
Acquisitions of subsidiaries, net of cash acquired	—			—			—			(4		)	—			(4		)
Payments to acquire other investments	—			—			—			(5		)	—			(5		)
Net cash used in investing activities	—			(6		)	(13		)	(80		)	—			(99		)
CASH FLOWS FROM FINANCING ACTIVITIES
Proceeds from draw down of revolving credit facility	—			20			—			—			—			20
Repayments of debt	—			(7		)	—			(4		)	—			(11		)
Repurchase of shares	(100		)	—			—			—			—			(100		)
Proceeds from issue of shares	41			—			—			—			—			41
Excess tax benefits from share-based payment arrangements	—			—			—			2			—			2
Dividends paid	(139		)	—			—			(657		)	657			(139		)
Proceeds from sale of noncontrolling interests	—			—			—			3			—			3
Acquisition of noncontrolling interests	—			—			—			(29		)	—			(29		)
Dividends paid to noncontrolling interests	—			—			—			(11		)	—			(11		)
Amounts owed by (to) Group undertakings	242			(810		)	(211		)	779			—			—
Net cash provided by (used in) financing activities	44			(797		)	(211		)	83			657			(224		)
INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS	1			—			(163		)	149			—			(13		)
Effect of exchange rate changes on cash and cash equivalents	—			—			—			1			—			1
CASH AND CASH EQUIVALENTS, BEGINNING OF PERIOD	—			—			163			273			—			436
CASH AND CASH EQUIVALENTS, END OF PERIOD	$	1		$	—		$	—		$	423		$	—		$	424

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

Trinity Acquisition plc has $525 million senior notes outstanding that were issued on August 15, 2013.

Presented below is condensed consolidating financial information for:


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


(ii)	the Other Guarantors, which are all 100 percent directly or indirectly owned subsidiaries of the parent. Willis Netherlands B.V, Willis Investment UK Holdings Limited and TA 1 Limited are all direct or indirect parents of the issuer and Willis Group Limited and Willis North America, Inc, are 100 percent direct or indirectly owned subsidiaries or the issuer;


(iii)	Trinity Acquisition plc, which is the issuer and is a 100 percent indirectly owned subsidiary of the parent;


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


(v)	Consolidating adjustments; and


(vi)	the Consolidated Company.

Condensed Consolidating Statement of Operations



	Three months ended September 30, 2013
	Willis Group Holdings			The Other Guarantors			The Issuer			Other			Consolidating adjustments			Consolidated
	(millions)
REVENUES
Commissions and fees	$	—		$	—		$	—		$	791		$	—		$	791
Investment income	—			3			—			4			(3		)	4
Other income	—			—			—			34			(34		)	—
Total revenues	—			3			—			829			(37		)	795
EXPENSES
Salaries and benefits	—			(48		)	—			(493		)	—			(541		)
Other operating expenses	3			(50		)	—			(122		)	25			(144		)
Depreciation expense	—			(6		)	—			(15		)	—			(21		)
Amortization of intangible assets	—			—			—			(16		)	2			(14		)
Net loss on disposal of operations	—			—			—			(8		)	8			—
Total expenses	3			(104		)	—			(654		)	35			(720		)
OPERATING INCOME (LOSS)	3			(101		)	—			175			(2		)	75
Investment income from Group undertakings	—			137			16			20			(173		)	—
Loss on extinguishment of debt	—			(60		)	—			—			—			(60		)
Interest expense	(11		)	(71		)	(12		)	(83		)	147			(30		)
(LOSS) INCOME BEFORE INCOME TAXES AND INTEREST IN EARNINGS OF ASSOCIATES	(8		)	(95		)	4			112			(28		)	(15		)
Income taxes	—			4			(2		)	(7		)	(6		)	(11		)
(LOSS) INCOME BEFORE INTEREST IN EARNINGS OF ASSOCIATES	(8		)	(91		)	2			105			(34		)	(26		)
Interest in earnings of associates, net of tax	—			—			—			(4		)	3			(1		)
Equity account for subsidiaries	(19		)	71			(35		)	—			(17		)	—
NET (LOSS) INCOME	(27		)	(20		)	(33		)	101			(48		)	(27		)
Less: Net income attributable to noncontrolling interests	—			—			—			—			—			—
NET (LOSS) INCOME ATTRIBUTABLE TO WILLIS GROUP HOLDINGS	$	(27	)	$	(20	)	$	(33	)	$	101		$	(48	)	$	(27	)

Condensed Consolidating Statement of Comprehensive Income



	Three months ended September 30, 2013
	Willis Group Holdings		The Other Guarantors		The Issuer		Other			Consolidating adjustments			Consolidated
	(millions)

Comprehensive income	$	45	$	51	$	31	$	155		$	(236	)	$	46
Less: comprehensive income attributable to noncontrolling interests	—		—		—		(1		)	—			(1		)
TOTAL COMPREHENSIVE INCOME ATTRIBUTABLE TO WILLIS GROUP HOLDINGS	$	45	$	51	$	31	$	154		$	(236	)	$	45

Condensed Consolidating Statement of Operations



	Three months ended September 30, 2012
	Willis Group Holdings			The Other Guarantors			The Issuer			Other			Consolidating adjustments			Consolidated
	(millions)
REVENUES
Commissions and fees	$	—		$	—		$	—		$	749		$	—		$	749
Investment income	—			2			—			4			(2		)	4
Other income	—			—			—			1			—			1
Total revenues	—			2			—			754			(2		)	754
EXPENSES
Salaries and benefits	—			(28		)	—			(474		)	—			(502		)
Other operating expenses	(1		)	(9		)	—			(139		)	3			(146		)
Depreciation expense	—			(4		)	—			(17		)	—			(21		)
Amortization of intangible assets	—			—			—			(17		)	3			(14		)
Net gain on disposal of operations	—			—			—			4			(5		)	(1		)
Total expenses	(1		)	(41		)	—			(643		)	1			(684		)
OPERATING (LOSS) INCOME	(1		)	(39		)	—			111			(1		)	70
Investment income from Group undertakings	6			1,743			966			104			(2,819		)	—
Interest expense	(11		)	(100		)	(9		)	(68		)	156			(32		)
(LOSS) INCOME BEFORE INCOME TAXES AND INTEREST IN EARNINGS OF ASSOCIATES	(6		)	1,604			957			147			(2,664		)	38
Income taxes	(6		)	14			(5		)	(19		)	6			(10		)
(LOSS) INCOME BEFORE INTEREST IN EARNINGS OF ASSOCIATES	(12		)	1,618			952			128			(2,658		)	28
Interest in earnings of associates, net of tax	—			—			—			(5		)	3			(2		)
Equity account for subsidiaries	38			(1,571		)	(913		)	—			2,446			—
INCOME FROM CONTINUING OPERATIONS	26			47			39			123			(209		)	26
Discontinued operations, net of tax	—			—			—			—			—			—
NET INCOME	26			47			39			123			(209		)	26
Less: Net income attributable to noncontrolling interests	—			—			—			—			—			—
NET INCOME ATTRIBUTABLE TO WILLIS GROUP HOLDINGS	$	26		$	47		$	39		$	123		$	(209	)	$	26

Condensed Consolidating Statement of Comprehensive Income



	Three months ended September 30, 2012
	Willis Group Holdings		The Other Guarantors		The Issuer		Other		Consolidating adjustments			Consolidated
	(millions)

Comprehensive income	$	53	$	74	$	8	$	144	$	(226	)	$	53
Less: comprehensive income attributable to noncontrolling interests	—		—		—		—		—			—
TOTAL COMPREHENSIVE INCOME ATTRIBUTABLE TO WILLIS GROUP HOLDINGS	$	53	$	74	$	8	$	144	$	(226	)	$	53

Condensed Consolidating Statement of Operations



	Nine months ended September 30, 2013
	Willis Group Holdings			The Other Guarantors			The Issuer			Other			Consolidating adjustments			Consolidated
	(millions)
REVENUES
Commissions and fees	$	—		$	—		$	—		$	2,722		$	—		$	2,722
Investment income	—			9			—			11			(9		)	11
Other income	—			—			—			(149		)	152			3
Total revenues	—			9			—			2,584			143			2,736
EXPENSES
Salaries and benefits	(1		)	(93		)	—			(1,544		)	—			(1,638		)
Other operating expenses	(2		)	(166		)	—			(368		)	81			(455		)
Depreciation expense	—			(18		)	—			(50		)	—			(68		)
Amortization of intangible assets	—			—			—			(48		)	6			(42		)
Net loss on disposal of operations	—			—			—			(5		)	5			—
Total expenses	(3		)	(277		)	—			(2,015		)	92			(2,203		)
OPERATING (LOSS) INCOME	(3		)	(268		)	—			569			235			533
Investment income from Group undertakings	—			415			45			68			(528		)	—
Loss on extinguishment of debt	—			(60		)	—			—			—			(60		)
Interest expense	(32		)	(219		)	(29		)	(256		)	443			(93		)
(LOSS) INCOME BEFORE INCOME TAXES AND INTEREST IN EARNINGS OF ASSOCIATES	(35		)	(132		)	16			381			150			380
Income taxes	—			12			(4		)	(94		)	(2		)	(88		)
(LOSS) INCOME BEFORE INTEREST IN EARNINGS OF ASSOCIATES	(35		)	(120		)	12			287			148			292
Interest in earnings of associates, net of tax	—			—			—			4			7			11
Equity account for subsidiaries	332			448			275			—			(1,055		)	—
NET INCOME	297			328			287			291			(900		)	303
Less: Net income attributable to noncontrolling interests	—			—			—			(6		)	—			(6		)
NET INCOME ATTRIBUTABLE TO WILLIS GROUP HOLDINGS	$	297		$	328		$	287		$	285		$	(900	)	$	297

Condensed Consolidating Statement of Comprehensive Income



	Nine months ended September 30, 2013
	Willis Group Holdings		The Other Guarantors		The Issuer		Other			Consolidating adjustments			Consolidated
	(millions)

Comprehensive income	$	339	$	369	$	326	$	298		$	(987	)	$	345
Less: comprehensive income attributable to noncontrolling interests	—		—		—		(6		)	—			(6		)
TOTAL COMPREHENSIVE INCOME ATTRIBUTABLE TO WILLIS GROUP HOLDINGS	$	339	$	369	$	326	$	292		$	(987	)	$	339

Condensed Consolidating Statement of Operations



	Nine months ended September 30, 2012
	Willis Group Holdings			The Other Guarantors			The Issuer			Other			Consolidating adjustments			Consolidated
	(millions)
REVENUES
Commissions and fees	$	—		$	—		$	—		$	2,591		$	—		$	2,591
Investment income	—			8			—			14			(8		)	14
Other income	—			—			—			97			(93		)	4
Total revenues	—			8			—			2,702			(101		)	2,609
EXPENSES
Salaries and benefits	(1		)	(50		)	—			(1,457		)	—			(1,508		)
Other operating expenses	(8		)	(63		)	1			(367		)	6			(431		)
Depreciation expense	—			(12		)	—			(47		)	—			(59		)
Amortization of intangible assets	—			—			—			(53		)	9			(44		)
Net loss on disposal of operations	—			—			—			(19		)	18			(1		)
Total expenses	(9		)	(125		)	1			(1,943		)	33			(2,043		)
OPERATING (LOSS) INCOME	(9		)	(117		)	1			759			(68		)	566
Investment income from Group undertakings	6			2,191			1,284			118			(3,599		)	—
Interest expense	(32		)	(284		)	(26		)	(210		)	455			(97		)
(LOSS) INCOME BEFORE INCOME TAXES AND INTEREST IN EARNINGS OF ASSOCIATES	(35		)	1,790			1,259			667			(3,212		)	469
Income taxes	1			32			(10		)	(136		)	(1		)	(114		)
(LOSS) INCOME BEFORE INTEREST IN EARNINGS OF ASSOCIATES	(34		)	1,822			1,249			531			(3,213		)	355
Interest in earnings of associates, net of tax	—			—			—			5			7			12
Equity account for subsidiaries	393			(1,421		)	(877		)	—			1,905			—
INCOME FROM CONTINUING OPERATIONS	359			401			372			536			(1,301		)	367
Discontinued operations, net of tax	—			—			—			1			—			1
NET INCOME	359			401			372			537			(1,301		)	368
Less: Net income attributable to noncontrolling interests	—			—			—			(9		)	—			(9		)
NET INCOME ATTRIBUTABLE TO WILLIS GROUP HOLDINGS	$	359		$	401		$	372		$	528		$	(1,301	)	$	359

Condensed Consolidating Statement of Comprehensive Income



	Nine months ended September 30, 2012
	Willis Group Holdings		The Other Guarantors		The Issuer		Other			Consolidating adjustments			Consolidated
	(millions)

Comprehensive income	$	386	$	428	$	342	$	574		$	(1,335	)	$	395
Less: comprehensive income attributable to noncontrolling interests	—		—		—		(9		)	—			(9		)
TOTAL COMPREHENSIVE INCOME ATTRIBUTABLE TO WILLIS GROUP HOLDINGS	$	386	$	428	$	342	$	565		$	(1,335	)	$	386

Condensed Consolidating Balance Sheet



	As of September 30, 2013
	Willis Group Holdings			The Other Guarantors			The Issuer		Other			Consolidating adjustments			Consolidated
	(millions)
ASSETS
CURRENT ASSETS
Cash and cash equivalents	$	3		$	3		$	—	$	617		$	—		$	623
Accounts receivable, net	—			26			—		930			29			985
Fiduciary assets	—			—			—		10,123			(926		)	9,197
Deferred tax assets	1			—			—		16			(3		)	14
Other current assets	1			103			1		287			(197		)	195
Total current assets	5			132			1		11,973			(1,097		)	11,014
Investments in subsidiaries	(1,187		)	3,066			3,398		3,824			(9,101		)	—
Amounts owed by (to) Group undertakings	4,053			(3,761		)	277		(569		)	—			—
NON-CURRENT ASSETS
Fixed assets, net	—			69			—		404			(1		)	472
Goodwill	—			—			—		1,233			1,613			2,846
Other intangible assets, net	—			—			—		523			(162		)	361
Investments in associates	—			—			—		(53		)	237			184
Deferred tax assets	—			—			—		29			(23		)	6
Pension benefits asset	—			—			—		253			—			253
Other non-current assets	4			148			10		167			(142		)	187
Total non-current assets	4			217			10		2,556			1,522			4,309
TOTAL ASSETS	$	2,875		$	(346	)	$	3,686	$	17,784		$	(8,676	)	$	15,323
LIABILITIES AND STOCKHOLDERS’ EQUITY
CURRENT LIABILITIES
Fiduciary liabilities	$	—		$	—		$	—	$	10,123		$	(926	)	$	9,197
Deferred revenue and accrued expenses	3			26			—		469			(9		)	489
Income taxes payable	—			35			15		132			(149		)	33
Short-term debt and current portion of long-term debt	—			—			15		2			—			17
Deferred tax liabilities	1			—			—		19			(2		)	18
Other current liabilities	52			24			4		327			(26		)	381
Total current liabilities	56			85			34		11,072			(1,112		)	10,135
NON-CURRENT LIABILITIES
Long-term debt	795			734			785		1			—			2,315
Liabilities for pension benefits	—			—			—		229			—			229
Deferred tax liabilities	—			—			—		59			(23		)	36
Provisions for liabilities	—			—			—		221			(13		)	208
Other non-current liabilities	—			47			—		307			(1		)	353
Total non-current liabilities	795			781			785		817			(37		)	3,141
TOTAL LIABILITIES	$	851		$	866		$	819	$	11,889		$	(1,149	)	$	13,276
EQUITY
Total Willis Group Holdings stockholders’ equity	2,024			(1,212		)	2,867		5,872			(7,527		)	2,024
Noncontrolling interests	—			—			—		23			—			23
Total equity	2,024			(1,212		)	2,867		5,895			(7,527		)	2,047
TOTAL LIABILITIES AND EQUITY	$	2,875		$	(346	)	$	3,686	$	17,784		$	(8,676	)	$	15,323

Condensed Consolidating Balance Sheet



	As of December 31, 2012
	Willis Group Holdings			The Other Guarantors			The Issuer		Other			Consolidating adjustments			Consolidated
	(millions)
ASSETS
CURRENT ASSETS
Cash and cash equivalents	$	1		$	—		$	—	$	499		$	—		$	500
Accounts receivable, net	—			—			—		904			29			933
Fiduciary assets	—			—			—		10,071			(800		)	9,271
Deferred tax assets	1			—			—		18			(6		)	13
Other current assets	1			102			1		241			(164		)	181
Total current assets	3			102			1		11,733			(941		)	10,898
Investments in subsidiaries	(1,542		)	3,025			2,548		3,824			(7,855		)	—
Amounts owed by (to) Group undertakings	4,091			(3,581		)	309		(819		)	—			—
NON-CURRENT ASSETS
Fixed assets, net	—			74			—		395			(1		)	468
Goodwill	—			—			—		1,226			1,601			2,827
Other intangible assets, net	—			—			—		484			(99		)	385
Investments in associates	—			—			—		(53		)	227			174
Deferred tax assets	—			—			—		42			(24		)	18
Pension benefits asset	—			—			—		136			—			136
Other non-current assets	5			172			3		157			(131		)	206
Total non-current assets	5			246			3		2,387			1,573			4,214
TOTAL ASSETS	$	2,557		$	(208	)	$	2,861	$	17,125		$	(7,223	)	$	15,112
LIABILITIES AND STOCKHOLDERS’ EQUITY
CURRENT LIABILITIES
Fiduciary liabilities	$	—		$	—		$	—	$	10,071		$	(800	)	$	9,271
Deferred revenue and accrued expenses	2			—			—		543			(4		)	541
Income taxes payable	—			14			11		120			(126		)	19
Short-term debt and current portion of long-term debt	—			—			15		—			—			15
Deferred tax liabilities	1			—			—		25			(5		)	21
Other current liabilities	60			73			—		216			(22		)	327
Total current liabilities	63			87			26		10,975			(957		)	10,194
NON-CURRENT LIABILITIES
Long-term debt	795			1,268			274		1			—			2,338
Liabilities for pension benefits	—			—			—		282			—			282
Deferred tax liabilities	—			—			—		42			(24		)	18
Provisions for liabilities	—			—			—		188			(8		)	180
Other non-current liabilities	—			12			—		363			—			375
Total non-current liabilities	795			1,280			274		876			(32		)	3,193
TOTAL LIABILITIES	$	858		$	1,367		$	300	$	11,851		$	(989	)	$	13,387
EQUITY
Total Willis Group Holdings stockholders’ equity	1,699			(1,575		)	2,561		5,248			(6,234		)	1,699
Noncontrolling interests	—			—			—		26			—			26
Total equity	1,699			(1,575		)	2,561		5,274			(6,234		)	1,725
TOTAL LIABILITIES AND EQUITY	$	2,557		$	(208	)	$	2,861	$	17,125		$	(7,223	)	$	15,112

Condensed Consolidating Statement of Cash Flows



	Nine months ended September 30, 2013
	Willis Group Holdings			The Other Guarantors			The Issuer			Other			Consolidating adjustments		Consolidated
	(millions)
NET CASH (USED IN) PROVIDED BY OPERATING ACTIVITIES	$	(43	)	$	(120	)	$	21		$	508		$	—	$	366
CASH FLOWS FROM INVESTING ACTIVITIES
Proceeds on disposal of fixed and intangible assets	—			2			—			7			—		9
Additions to fixed assets	—			(15		)	—			(63		)	—		(78		)
Additions to intangible assets	—			—			—			(1		)	—		(1		)
Acquisitions of subsidiaries, net of cash acquired	—			—			—			(30		)	—		(30		)
Payments to acquire other investments	—			—			—			(5		)	—		(5		)
Net cash used in investing activities	—			(13		)	—			(92		)	—		(105		)
CASH FLOWS FROM FINANCING ACTIVITIES
Proceeds from draw down of revolving credit facility	—			—			—			2			—		2
Senior notes issued	—			—			522			—			—		522
Debt issuance costs	—			—			(8		)	—			—		(8		)
Repayments of debt	—			(521		)	(11		)	—			—		(532		)
Tender premium on extinguishment of debt	—			(65		)	—			—			—		(65		)
Proceeds from issue of shares	105			—			—			—			—		105
Excess tax benefits from share-based payment arrangements	1			—			—			—			—		1
Dividends paid	(144		)	—			—			—			—		(144		)
Acquisition of noncontrolling interests	—			—			—			(4		)	—		(4		)
Dividends paid to noncontrolling interests	—			—			—			(9		)	—		(9		)
Amounts owed by (to) Group undertakings	83			722			(524		)	(281		)	—		—
Net cash provided by (used in) financing activities	45			136			(21		)	(292		)	—		(132		)
INCREASE IN CASH AND CASH EQUIVALENTS	2			3			—			124			—		129
Effect of exchange rate changes on cash and cash equivalents	—			—			—			(6		)	—		(6		)
CASH AND CASH EQUIVALENTS, BEGINNING OF PERIOD	1			—			—			499			—		500
CASH AND CASH EQUIVALENTS, END OF PERIOD	$	3		$	3		$	—		$	617		$	—	$	623

Condensed Consolidating Statement of Cash Flows



	Nine months ended September 30, 2012
	Willis Group Holdings			The Other Guarantors			The Issuer			Other			Consolidating adjustments			Consolidated
	(millions)
NET CASH (USED IN) PROVIDED BY OPERATING ACTIVITIES	$	(43	)	$	1,894		$	1,259		$	146		$	(2,946	)	$	310
CASH FLOWS FROM INVESTING ACTIVITIES
Proceeds on disposal of fixed and intangible assets	—			—			—			8			—			8
Additions to fixed assets	—			(19		)	—			(78		)	—			(97		)
Additions to intangible assets	—			—			—			(1		)	—			(1		)
Acquisitions of subsidiaries, net of cash acquired	—			—			—			(4		)	—			(4		)
Payments to acquire other investments	—			—			—			(5		)	—			(5		)
Net cash used in investing activities	—			(19		)	—			(80		)	—			(99		)
CASH FLOWS FROM FINANCING ACTIVITIES
Proceeds from draw down of revolving credit facility	—			—			20			—			—			20
Repayments of debt	—			—			(7		)	(4		)	—			(11		)
Repurchase of shares	(100		)	—			—			—			—			(100		)
Proceeds from issue of shares	41			—			—			—			—			41
Excess tax benefits from share-based payment arrangements	—			—			—			2			—			2
Dividends paid	(139		)	(1,220		)	(1,069		)	(657		)	2,946			(139		)
Proceeds from sale of noncontrolling interests	—			—			—			3			—			3
Acquisition of noncontrolling interests	—			—			—			(29		)	—			(29		)
Dividends paid to noncontrolling interests	—			—			—			(11		)	—			(11		)
Amounts owed by (to) Group undertakings	242			(818		)	(203		)	779			—			—
Net cash provided by (used in) financing activities	44			(2,038		)	(1,259		)	83			2,946			(224		)
INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS	1			(163		)	—			149			—			(13		)
Effect of exchange rate changes on cash and cash equivalents	—			—			—			1			—			1
CASH AND CASH EQUIVALENTS, BEGINNING OF PERIOD	—			163			—			273			—			436
CASH AND CASH EQUIVALENTS, END OF PERIOD	$	1		$	—		$	—		$	423		$	—		$	424

Basic and Diluted Earnings Per Share

+ References+ Details

INCOME TAXES (Tables)

9 Months Ended

Sep. 30, 2013

Income Tax Disclosure [Abstract]

Components of Tax Charge

The tables below reflect the components of the three and nine months ended September 30, 2013 and 2012 tax charge:



	Income before tax			Tax			Effective tax rate
	(millions, except percentages)
Three months ended September 30, 2013
Non-US ordinary income taxed at estimated annual effective tax rate	$	45		$	(9	)	20	%
US ordinary income and tax charge	(60		)	(4		)	(7	)%
Items where tax effect is treated discretely:
Impact of reduction in UK tax rate on deferred tax balances	—			1			—	%
Benefit derived from the reduction in estimate of annual effective tax rate applied to ordinary income of the prior two quarters	—			1			—	%
As reported	$	(15	)	$	(11	)	(73	)%
Three months ended September 30, 2012
Ordinary income taxed at estimated annual effective tax rate	$	39		$	(9	)	24	%
Items where tax effect is treated discretely:
Impact of reduction in UK tax rate on deferred tax balances	—			1			—	%
Net adjustment in respect of prior periods	—			(3		)	—	%
Non-tax deductible loss on disposal of operations	(1		)	—			—	%
Benefit derived from the reduction in estimate of annual effective tax rate applied to ordinary income of the prior two quarters	—			1			—	%
As reported	$	38		$	(10	)	26	%



	Income before tax			Tax			Effective tax rate
	(millions, except percentages)
Nine months ended September 30, 2013
Non-US ordinary income taxed at estimated annual effective tax rate	$	386		$	(79	)	20	%
US ordinary income and tax charge	(6		)	(10		)	(167	)%
Items where tax effect is treated discretely:
Impact of reduction in UK tax rate on deferred tax balances	$	—		$	1		—	%
As reported	$	380		$	(88	)	23	%
Nine months ended September 30, 2012
Ordinary income taxed at estimated annual effective tax rate	$	482		$	(117	)	24	%
Items where tax effect is treated discretely:
Write-off of uncollectible accounts receivable balance in North America	(12		)	5			41	%
Net adjustment is respect of prior periods	—			(3		)	—	%
Non-tax deductible loss on disposal of operations	(1		)	—			—	%
Impact of reduction in UK tax rate on deferred tax balances	—			1			—	%
As reported	$	469		$	(114	)	24	%

EARNINGS PER SHARE (Tables)

9 Months Ended

Sep. 30, 2013

Earnings Per Share [Abstract]

Basic and diluted earnings per share are as follows:



	Three months ended September 30,					Nine months ended September 30,
	2013			2012		2013			2012
	(millions, except per share data)
Net (loss) income attributable to Willis Group Holdings	$	(27	)	$	26	$	297		$	359

Basic average number of shares outstanding	177			173		175			173
Dilutive effect of potentially issuable shares	—			2		3			3
Diluted average number of shares outstanding	177			175		178			176
Basic earnings per share:
Continuing operations	$	(0.15	)	$	0.15	$	1.70		$	2.07
Discontinued operations	—			—		—			0.01
Net (loss) income attributable to Willis Group Holdings shareholders	$	(0.15	)	$	0.15	$	1.70		$	2.08

Dilutive effect of potentially issuable shares	—			—		(0.03		)	(0.04		)
Diluted earnings per share:
Continuing operations	$	(0.15	)	$	0.15	$	1.67		$	2.03
Discontinued operations	—			—		—			0.01
Net (loss) income attributable to Willis Group Holdings shareholders	$	(0.15	)	$	0.15	$	1.67		$	2.04

PENSION PLANS (Tables)

9 Months Ended

Sep. 30, 2013

Defined Contribution Pension and Other Postretirement Plans Disclosure [Abstract]

Components of Net Periodic Benefit (Income) Cost

The components of the net periodic benefit (income) cost of the UK, US and international and US non-qualified defined benefit plans are as follows:



	Three months ended September 30,
	UK Pension Benefits						US Pension Benefits						International and US non-qualified Pension Benefits
	2013			2012			2013			2012			2013			2012
	(millions)
Components of net periodic benefit (income) cost:
Service cost	$	10		$	9		$	—		$	—		$	—		$	1
Interest cost	26			27			10			11			2			1
Expected return on plan assets	(47		)	(45		)	(13		)	(12		)	(2		)	(2		)
Amortization of unrecognized prior service gain	(1		)	(1		)	—			—			—			—
Amortization of unrecognized actuarial loss	11			9			3			2			—			—
Net periodic benefit (income) cost	$	(1	)	$	(1	)	$	—		$	1		$	—		$	—



	Nine months ended September 30,
	UK Pension Benefits						US Pension Benefits						International and US non-qualified Pension Benefits
	2013			2012			2013			2012			2013			2012
	(millions)
Components of net periodic benefit (income) cost:
Service cost	$	28		$	26		$	—		$	—		$	2		$	3
Interest cost	80			81			29			31			5			4
Expected return on plan assets	(141		)	(135		)	(38		)	(35		)	(5		)	(5		)
Amortization of unrecognized prior service gain	(4		)	(4		)	—			—			—			—
Amortization of unrecognized actuarial loss	33			29			7			6			1			—
Net periodic benefit (income) cost	$	(4	)	$	(3	)	$	(2	)	$	2		$	3		$	2

DERIVATIVE FINANCIAL INSTRUMENTS AND HEDGING ACTIVITIES (Tables)

9 Months Ended

Sep. 30, 2013

Derivative Instruments and Hedging Activities Disclosure [Abstract]

Summary of Contractual Amounts of Company's Forward Contracts by Major Currency



	Sell		Fair value
	(millions)
US dollar	$	240	$	14
Euro	80		(2		)
Japanese yen	39		3

Fair Value of Company's Derivative Financial Instruments and their Balance Sheet Classification

The table below presents the fair value of the Company’s derivative financial instruments and their balance sheet classification at September 30, 2013 and December 31, 2012:



		Fair value
Derivative financial instruments designated as hedging instruments:	Balance sheet classification	September 30, 2013		December 31, 2012
		(millions)
Assets:
Forward exchange contracts	Other assets	$	17	$	9
Interest rate swaps (fair value hedges)	Other assets	—		22
Total derivatives designated as hedging instruments		$	17	$	31
Liabilities:
Forward exchange contracts	Other liabilities	$	2	$	—
Total derivatives designated as hedging instruments		$	2	$	—

Effects of Gains/(Losses) on Derivative Financial Instruments in Cash Flow Hedging Relationships on Consolidated Statements of Comprehensive Income and Consolidated Statements of Equity



Derivatives in cash flow hedging relationships	Amount of gain (loss) recognized in OCI⁽ⁱ⁾on derivative (effective element)		Location of gain (loss) reclassified from accumulated OCI⁽ⁱ⁾ into income (effective element)	Amount of gain (loss) reclassified from accumulated OCI⁽ⁱ⁾ into income (effective element)			Location of gain (loss) recognized in income on derivative (ineffective hedges and ineffective element of effective hedges)	Amount of gain (loss) recognized in income on derivative (ineffective hedges and ineffective element of effective hedges)
	(millions)			(millions)				(millions)
Three months ended September 30, 2013
Interest rate swaps	$	—	Investment income	$	(1	)	Other operating expenses	$	—
Treasury locks	3		Interest expense	—			Interest expense	1
Forward exchange contracts	21		Other operating expenses	—			Interest expense	—
Total	$	24		$	(1	)		$	1
Three months ended September 30, 2012
Interest rate swaps	$	—	Investment income	$	(2	)	Other operating expenses	$	—
Forward exchange contracts	—		Other operating expenses	—			Interest expense	—
Total	$	—		$	(2	)		$	—
Nine months ended September 30, 2013
Interest rate swaps	$	—	Investment income	$	(4	)	Other operating expenses	$	—
Treasury locks	19		Interest expense	—			Interest expense	2
Forward exchange contracts	7		Other operating expenses	(1		)	Interest expense	—
Total	$	26		$	(5	)		$	2
Nine months ended September 30, 2012
Interest rate swaps	$	3	Investment income	$	(5	)	Other operating expenses	$	—
Forward exchange contracts	7		Other operating expenses	—			Interest expense	—
Total	$	10		$	(5	)		$	—

____________________

Amounts above shown gross of tax.

⁽ⁱ⁾ Other Comprehensive Income

Effects of Derivative Financial Instruments in Fair Value Hedging Relationships on Consolidated Statements of Comprehensive Income



Derivative in fair value hedging relationships	Hedged item in fair value hedging relationship	(Loss) gain recognized for derivative			Gain (loss) recognized for hedged item			Ineffectiveness recognized in interest expense
		(millions)
Three months ended September 30, 2013
Interest rate swaps	5.625% senior notes due 2015	$	—		$	—		$	—
Three months ended September 30, 2012
Interest rate swaps	5.625% senior notes due 2015	$	(1	)	$	—		$	1
Nine months ended September 30, 2013
Interest rate swaps	5.625% senior notes due 2015	$	—		$	—		$	—
Nine months ended September 30, 2012
Interest rate swaps	5.625% senior notes due 2015	$	(1	)	$	(1	)	$	2

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



Derivative no longer in fair value hedging relationships	Hedged item no longer in fair value hedging relationship	(Loss) gain recognized for derivative			Amortization of prior loss recognized on hedged item			Net (loss) gain recognized ⁽ⁱ⁾
		(millions)
Three months ended September 30, 2013
Interest rate swaps	5.625% senior notes due 2015	$	(2	)	$	(9	)	$	(7	)
Three months ended September 30, 2012
Interest rate swaps	5.625% senior notes due 2015	$	—		$	—		$	—
Nine months ended September 30, 2013
Interest rate swaps	5.625% senior notes due 2015	$	(5	)	$	(13	)	$	(8	)
Nine months ended September 30, 2012
Interest rate swaps	5.625% senior notes due 2015	$	—		$	—		$	—

____________________

⁽ⁱ⁾ the net loss was included entirely in interest expense, except for $7 million in the three and nine months ended September 30, 2013 which formed part of the loss on extinguishment of debt.

Tabular disclosure of the location and amount of gains and losses reported in the statement of financial performance, or when applicable, the statement of financial position. For example, (a) gains and losses recognized in the income statement on derivative instruments designated and qualifying as hedging instruments in fair value hedges and related hedged items designated and qualifying in fair value hedges and (b) gains and losses initially recognized in other comprehensive income on derivative instruments designated and qualifying as cash flow hedges.

+ References+ Details

Assets and Liabilities Measured at Fair Value on Recurring Basis

Tabular disclosure of the location and fair value amounts of derivative instruments (and nonderivative instruments that are designated and qualify as hedging instruments) reported in the statement of financial position.

+ References+ Details

FAIR VALUE MEASUREMENT (Tables)

9 Months Ended

Sep. 30, 2013

Fair Value Disclosures [Abstract]



	September 30, 2013
	Quoted prices in active markets for identical assets		Significant other observable inputs		Significant other unobservable inputs
	Level 1		Level 2		Level 3		Total
	(millions)
Assets at fair value:
Cash and cash equivalents	$	623	$	—	$	—	$	623
Fiduciary funds (included within Fiduciary assets)	2,099		—		—		2,099
Derivative financial instruments	—		17		—		17
Total assets	$	2,722	$	17	$	—	$	2,739
Liabilities at fair value:
Derivative financial instruments	—		2		—		2
Total liabilities	$	—	$	2	$	—	$	2



	December 31, 2012
	Quoted prices in active markets for identical assets		Significant other observable inputs		Significant other unobservable inputs
	Level 1		Level 2		Level 3		Total
	(millions)
Assets at fair value:
Cash and cash equivalents	$	500	$	—	$	—	$	500
Fiduciary funds (included within Fiduciary assets)	1,796		—		—		1,796
Derivative financial instruments	—		31		—		31
Total assets	$	2,296	$	31	$	—	$	2,327
Liabilities at fair value:
Changes in fair value of hedged debt ⁽ⁱ⁾	$	—	$	18	$	—	$	18
Total liabilities	$	—	$	18	$	—	$	18

____________________


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

Summary of Estimated Fair Value of Company's Financial Instruments Held or Issued to Finance Company's Operations



	September 30, 2013				December 31, 2012
	Carrying amount		Fair value		Carrying amount		Fair value
	(millions)
Assets:
Derivative financial instruments	$	17	$	17	$	31	$	31
Liabilities:
Short-term debt	$	17	$	17	$	15	$	15
Long-term debt	2,315		2,440		2,338		2,576
Derivative financial instruments	2		2		—		—

Tabular disclosure of the fair value of financial instruments (as defined), including financial assets and financial liabilities (collectively, as defined), and the measurements of those instruments, assets, and liabilities. Such certain disclosures about the financial instruments, assets, and liabilities include: (1) the fair value of the required items together with their carrying amounts (as appropriate) and (2) the methodology and assumptions used in developing such estimates of fair value.

Goodwill and Intangible Assets Disclosure [Abstract]

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher FASB

-Name Statement of Financial Accounting Standard (FAS)

-Number 107

-Paragraph 15

-Subparagraph b-d

-LegacyDoc This reference is SUPERSEDED by the Accounting Standards Codification effective for interim and annual periods ending after September 15, 2009. This reference is included to help users transition from the previous accounting hierarchy and will be removed from future versions of this taxonomy.

Reference 2: http://www.xbrl.org/2003/role/presentationRef

-Publisher FASB

-Name Statement of Financial Accounting Standard (FAS)

-Number 159

-Paragraph 18

-Subparagraph c(2), d, e, f

-LegacyDoc This reference is SUPERSEDED by the Accounting Standards Codification effective for interim and annual periods ending after September 15, 2009. This reference is included to help users transition from the previous accounting hierarchy and will be removed from future versions of this taxonomy.

Reference 3: http://www.xbrl.org/2003/role/presentationRef

-Publisher FASB

-Name Statement of Financial Accounting Standard (FAS)

-Number 157

-Paragraph 32

-Subparagraph a, c(1), c(2), c(3), d

-LegacyDoc This reference is SUPERSEDED by the Accounting Standards Codification effective for interim and annual periods ending after September 15, 2009. This reference is included to help users transition from the previous accounting hierarchy and will be removed from future versions of this taxonomy.

Reference 4: http://www.xbrl.org/2003/role/presentationRef

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-Name Accounting Standards Codification

-Topic 820

-SubTopic 10

-Section 50

-Paragraph 2

-Subparagraph (a)

-URI http://asc.fasb.org/extlink&oid=7578670&loc=d3e19207-110258

Reference 5: http://www.xbrl.org/2003/role/presentationRef

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-URI http://asc.fasb.org/extlink&oid=7491637&loc=d3e13476-108611

Reference 8: http://www.xbrl.org/2003/role/presentationRef

-Publisher FASB

-Name Statement of Financial Accounting Standard (FAS)

-Number 107

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-LegacyDoc This reference is SUPERSEDED by the Accounting Standards Codification effective for interim and annual periods ending after September 15, 2009. This reference is included to help users transition from the previous accounting hierarchy and will be removed from future versions of this taxonomy.

Reference 9: http://www.xbrl.org/2003/role/presentationRef

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Reference 10: http://www.xbrl.org/2003/role/presentationRef

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-Name Statement of Financial Accounting Standard (FAS)

-Number 107

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-LegacyDoc This reference is SUPERSEDED by the Accounting Standards Codification effective for interim and annual periods ending after September 15, 2009. This reference is included to help users transition from the previous accounting hierarchy and will be removed from future versions of this taxonomy.

Reference 11: http://www.xbrl.org/2003/role/presentationRef

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Reference 12: http://www.xbrl.org/2003/role/presentationRef

-Publisher FASB

-Name Statement of Financial Accounting Standard (FAS)

-Number 159

-Paragraph 19

-Subparagraph a, b, c(1), d(1)

-LegacyDoc This reference is SUPERSEDED by the Accounting Standards Codification effective for interim and annual periods ending after September 15, 2009. This reference is included to help users transition from the previous accounting hierarchy and will be removed from future versions of this taxonomy.

+ Details

GOODWILL (Tables)

9 Months Ended

Sep. 30, 2013

Changes in Carrying Amount of Goodwill by Segment

The changes in the carrying amount of goodwill by segment for the nine months ended September 30, 2013 and the year ended December 31, 2012 are as follows:



	Global		North America			International			Total
	(millions)
Balance at January 1, 2012
Goodwill, gross	$	1,122	$	1,782		$	391		$	3,295
Accumulated impairment losses	—		—			—			—
Goodwill, net	$	1,122	$	1,782		$	391		$	3,295
Purchase price allocation adjustments	—		—			2			2
Goodwill acquired during the year	—		10			2			12
Goodwill disposed of during the year	—		—			(1		)	(1		)
Goodwill impairment charge	—		(492		)	—			(492		)
Foreign exchange	5		—			6			11
Balance at December 31, 2012
Goodwill, gross	$	1,127	$	1,792		$	400		$	3,319
Accumulated impairment losses	—		(492		)	—			(492		)
Goodwill, net	$	1,127	$	1,300		$	400		$	2,827
Goodwill acquired during the period	15		—			1			16
Other movements ⁽ⁱ⁾	—		(1		)	—			(1		)
Foreign exchange	—		—			4			4
Balance at September 30, 2013
Goodwill, gross	$	1,142	$	1,791		$	405		$	3,338
Accumulated impairment losses	—		(492		)	—			(492		)
Goodwill, net	$	1,142	$	1,299		$	405		$	2,846

________________________________


⁽ⁱ⁾	North America — $(1) million (2012: $nil) tax benefit arising on the exercise of fully vested HRH stock options which were issued as part of the acquisition of HRH in 2008.

Intangible Assets, Net (Excluding Goodwill) [Abstract]

Tabular disclosure of goodwill by reportable segment and in total which includes a rollforward schedule.

+ References+ Details

OTHER INTANGIBLE ASSETS, NET (Tables)

9 Months Ended

Sep. 30, 2013

Major Classes of Amortizable Intangible Assets

The major classes of amortizable intangible assets are as follows:



	September 30, 2013							December 31, 2012
	Gross carrying amount		Accumulated amortization			Net carrying amount		Gross carrying amount		Accumulated amortization			Net carrying amount
	(millions)
Customer and Marketing Related:
Client Relationships	$	696	$	(344	)	$	352	$	717	$	(340	)	$	377
Client Lists	3		(1		)	2		3		(1		)	2
Non-compete Agreements	4		—			4		3		—			3
Trade Names	2		(1		)	1		11		(10		)	1
Total Customer and Marketing Related	705		(346		)	359		734		(351		)	383
Contract based, Technology and Other	5		(3		)	2		4		(2		)	2
Total amortizable intangible assets	$	710	$	(349	)	$	361	$	738	$	(353	)	$	385

Estimated Aggregate Amortization of Intangible Assets for Each of Next Five Years

The estimated aggregate amortization of intangible assets for each of the next five years ended December 31 is as follows:



	Remainder of 2013		2014		2015		2016		2017		Thereafter		Total
	(millions)
Amortization of intangible assets	$	14	$	49	$	41	$	36	$	32	$	189	$	361

DEBT (Tables)

9 Months Ended

Sep. 30, 2013

Debt Disclosure [Abstract]

Short-Term Debt and Current Portion of Long-Term Debt

Short-term debt and current portion of the long-term debt consists of the following:



	September 30, 2013		December 31, 2012
	(millions)
Current portion of 7-year term loan facility expires 2018	$	15	$	15
Revolving credit facility	2		—
	$	17	$	15

Long-Term Debt

Long-term debt consists of the following:



	September 30, 2013		December 31, 2012
	(millions)

7-year term loan facility expires 2018	$	263	$	274
5.625% senior notes due 2015	148		350
Fair value adjustment on 5.625% senior notes due 2015	5		18
4.125% senior notes due 2016	299		299
6.200% senior notes due 2017	394		600
7.000% senior notes due 2019	187		300
5.750% senior notes due 2021	496		496
4.625% senior notes due 2023	249		—
6.125% senior notes due 2043	273		—
3-year term loan facility expires 2015	1		1
	$	2,315	$	2,338

Tabular disclosure of long-debt instruments or arrangements, including identification, terms, features, collateral requirements and other information necessary to a fair presentation. These are debt arrangements that originally required repayment more than twelve months after issuance or greater than the normal operating cycle of the entity, if longer.

Supplemental Cash Flow Information [Abstract]

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher FASB

-Name Accounting Standards Codification

-Topic 235

-SubTopic 10

-Section S99

-Paragraph 1

-Subparagraph (SX 210.4-08.(e),(f))

-URI http://asc.fasb.org/extlink&oid=6881521&loc=d3e23780-122690

Reference 2: http://www.xbrl.org/2003/role/presentationRef

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Reference 4: http://www.xbrl.org/2003/role/presentationRef

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-Topic 835

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-Paragraph 1A

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Reference 5: http://www.xbrl.org/2003/role/presentationRef

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-Name Accounting Standards Codification

-Topic 505

-SubTopic 10

-Section 50

-Paragraph 3

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-Name Accounting Standards Codification

-Topic 210

-SubTopic 10

-Section S99

-Paragraph 1

-Subparagraph (SX 210.5-02.22)

-URI http://asc.fasb.org/extlink&oid=6877327&loc=d3e13212-122682

Reference 7: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Regulation S-X (SX)

-Number 210

-Section 02

-Paragraph 22

-Article 5

Reference 8: http://www.xbrl.org/2003/role/presentationRef

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-Topic 505

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Reference 9: http://www.xbrl.org/2003/role/presentationRef

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-Topic 505

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Reference 10: http://www.xbrl.org/2003/role/presentationRef

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-Name Accounting Standards Codification

-Topic 505

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-Paragraph 8

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Reference 11: http://www.xbrl.org/2003/role/presentationRef

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-Name Accounting Standards Codification

-Topic 942

-SubTopic 470

-Section 50

-Paragraph 3

-URI http://asc.fasb.org/extlink&oid=6479336&loc=d3e64711-112823

+ Details

SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION (Tables)

9 Months Ended

Sep. 30, 2013

Supplemental Disclosures Regarding Cash Flow Information and Non-Cash Flow Investing And Financing Activities

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



	Nine months ended September 30,
	2013			2012
	(millions)
Supplemental disclosures of cash flow information:
Cash payments for income taxes, net	$	36		$	43
Cash payments for interest	115			117
Supplemental disclosures of non-cash investing and financing income (expenses):
Write-off of unamortized debt issuance costs	(2		)	—
Write-back of fair value adjustment on 5.625% senior notes due 2015	7			—
Acquisitions:
Fair value of assets acquired, net of cash acquired	$	46		$	—
Less: Fair value of liabilities assumed	(30		)	—
Net assets acquired, net of cash acquired	$	16		$	—

COMPREHENSIVE INCOME (Tables)

9 Months Ended

Sep. 30, 2013

Comprehensive Income (Loss), Net of Tax, Including Portion Attributable to Noncontrolling Interest [Abstract]

Components of Comprehensive Income

The components of comprehensive income are as follows:



	Three months ended September 30,
	2013									2012
	Before tax amount			Tax			Net of tax amount			Before tax amount			Tax			Net of tax amount
	(millions)
Other comprehensive income:
Foreign currency translation adjustments	$	82		$	—		$	82		$	35		$	—		$	35
Pension funding adjustments:
Foreign currency translation on pension funding adjustments	(51		)	14			(37		)	(19		)	5			(14		)
Amortization of unrecognized actuarial loss	14			(3		)	11			11			(2		)	9
Amortization of unrecognized prior service gain	(1		)	—			(1		)	(1		)	—			(1		)
	(38		)	11			(27		)	(9		)	3			(6		)
Derivative instruments:
Interest rate swap reclassification adjustment	(1		)	—			(1		)	(2		)	—			(2		)
Gain on forward exchange contracts (effective element)	21			(4		)	17			—			—			—
Gain on treasury lock (effective element)	3			(1		)	2			—			—			—
	23			(5		)	18			(2		)	—			(2		)
Other comprehensive income	67			6			73			24			3			27
Less: Other comprehensive income attributable to noncontrolling interests	(1		)	—			(1		)	—			—			—
Other comprehensive income attributable to Willis Group Holdings	$	66		$	6		$	72		$	24		$	3		$	27



	Nine months ended September 30,
	2013									2012
	Before tax amount			Tax			Net of tax amount			Before tax amount			Tax			Net of tax amount
	(millions)
Other comprehensive income:
Foreign currency translation adjustments	$	(7	)	$	—		$	(7	)	$	21		$	—		$	21
Pension funding adjustments:
Foreign currency translation on pension funding adjustments	3			(1		)	2			(27		)	7			(20		)
Amortization of unrecognized actuarial loss	41			(8		)	33			35			(9		)	26
Amortization of unrecognized prior service gain	(4		)	1			(3		)	(4		)	1			(3		)
	40			(8		)	32			4			(1		)	3
Derivative instruments:
Gain on interest rate swaps (effective element)	—			—			—			3			(1		)	2
Interest rate swap reclassification adjustment	(4		)	1			(3		)	(5		)	1			(4		)
Gain on forward exchange contracts (effective element)	7			(1		)	6			7			(2		)	5
Forward exchange contracts reclassification adjustment	(1		)	—			(1		)	—			—			—
Gain on treasury lock (effective element)	19			(4		)	15			—			—			—
	21			(4		)	17			5			(2		)	3
Other comprehensive income (loss)	54			(12		)	42			30			(3		)	27
Less: Other comprehensive income attributable to noncontrolling interests	—			—			—			—			—			—
Other comprehensive income (loss) attributable to Willis Group Holdings	$	54		$	(12	)	$	42		$	30		$	(3	)	$	27

Components of Accumulated Other Comprehensive Loss, Net of Tax

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



	Net foreign currency translation adjustment			Pension funding adjustment			Net unrealized gain on derivative instruments			Total
	(millions)
Balance at December 31, 2012	$	(34	)	$	(831	)	$	15		$	(850	)
Other comprehensive income before reclassifications	(7		)	2			21			16
Amounts reclassified from accumulated other comprehensive income	—			30			(4		)	26
Net current-period other comprehensive income, net of tax and noncontrolling interests	(7		)	32			17			42
Balance at September 30, 2013	$	(41	)	$	(799	)	$	32		$	(808	)

Schedule of Amounts Recognized in Other Comprehensive Income (Loss) [Table Text Block]

Amounts reclassified out of accumulated other comprehensive income into the statement of operations are as follows:



Details about accumulated other comprehensive income components	Amount reclassified from accumulated other comprehensive income						Affected line item in the statement of operations
	Three months ended September 30,
	2013			2012
	(millions)
Gains and losses on cash flow hedges (Note 8)
Interest rate swaps	$	(1	)	$	(2	)	Investment income
Foreign exchange contracts	—			—			Other operating expenses
	(1		)	(2		)	Total before tax
Tax	—			—
	$	(1	)	$	(2	)	Net of tax
Amortization of defined benefit pension items (Note 6)
Prior service gain	$	(1	)	$	(1	)	Salaries and benefits
Net actuarial loss	14			11			Salaries and benefits
	13			10			Total before tax
Tax	(3		)	(2		)
	$	10		$	8		Net of tax

Total reclassifications for the period	$	9		$	6



Details about accumulated other comprehensive income components	Amount reclassified from accumulated other comprehensive income						Affected line item in the statement of operations
	Nine months ended September 30,
	2013			2012
	(millions)
Gains and losses on cash flow hedges (Note 8)
Interest rate swaps	$	(4	)	$	(5	)	Investment income
Foreign exchange contracts	(1		)	—			Other operating expenses
	(5		)	(5		)	Total before tax
Tax	1			1
	$	(4	)	$	(4	)	Net of tax
Amortization of defined benefit pension items (Note 6)
Prior service gain	$	(4	)	$	(4	)	Salaries and benefits
Net actuarial loss	41			35			Salaries and benefits
	37			31			Total before tax
Tax	(7		)	(8		)
	$	30		$	23		Net of tax

Total reclassifications for the period	$	26		$	19

Stockholders' Equity Note [Abstract]

Tabular disclosure of components of comprehensive income (loss) including, but not limited to: (a) foreign currency translation adjustments; (b) gains (losses) on foreign currency transactions that are designated as, and are effective as, economic hedges of a net investment in a foreign entity; (c) gains (losses) on intercompany foreign currency transactions that are of a long-term-investment nature, when the entities to the transaction are consolidated, combined, or accounted for by the equity method in the reporting enterprise's financial statements; (d) change in the market value of a futures contract that qualifies as a hedge of an asset reported at fair value; (e) unrealized holding gains (losses) on available-for-sale securities and that resulting from transfers of debt securities from the held-to-maturity category to the available-for-sale category; (f) a net loss recognized as an additional pension liability not yet recognized as net periodic pension cost; and (g) the net gain (loss) and net prior service cost or credit for pension plans and other postretirement benefit plans.

+ References+ Details

EQUITY AND NONCONTROLLING INTERESTS (Tables)

9 Months Ended

Sep. 30, 2013

Equity and Noncontrolling Interests

The components of stockholders’ equity and noncontrolling interests are as follows:



	September 30, 2013									September 30, 2012
	Willis Group Holdings stockholders			Noncontrolling interests			Total equity			Willis Group Holdings stockholders			Noncontrolling interests			Total equity
	(millions)
Balance at beginning of period	$	1,699		$	26		$	1,725		$	2,486		$	31		$	2,517
Comprehensive income:
Net income	297			6			303			359			9			368
Other comprehensive income, net of tax	42			—			42			27			—			27
Comprehensive income	339			6			345			386			9			395
Dividends	(147		)	(9		)	(156		)	(141		)	(11		)	(152		)
Additional paid-in capital	137			—			137			64			—			64
Repurchase of shares ⁽ⁱ⁾	—			—			—			(100		)	—			(100		)
Additional noncontrolling interests	—			—			—			2			1			3
Purchase of subsidiary shares from noncontrolling interests	(4		)	—			(4		)	(23		)	(6		)	(29		)
Balance at end of period	$	2,024		$	23		$	2,047		$	2,674		$	24		$	2,698

_________________________________


⁽ⁱ⁾	Based on settlement date we repurchased 2,796,546 shares at an average price of $35.87 in the nine months ended September 30, 2012

Effects of Changes in Ownership Interest in Subsidiaries

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



	September 30, 2013			September 30, 2012
	(millions)
Net income attributable to Willis Group Holdings	$	297		$	359
Transfers from noncontrolling interest:
Decrease in Willis Group Holdings paid-in capital for purchase of noncontrolling interests	(4		)	(23		)
Increase in Willis Group Holdings paid-in capital for sale of noncontrolling interests	—			2
Net transfers to noncontrolling interests	(4		)	(21		)
Change from net income attributable to Willis Group Holdings and transfers from noncontrolling interests	$	293		$	338

Information Regarding Company's Segments

The tabular disclosure of the effects of any changes in a parent's ownership interest in a subsidiary on the equity attributable to the parent if the ownership interests in a subsidiary changes during the period. The changes represented by this element did not result in the deconsolidation of the subsidiary.

+ References+ Details

SEGMENT INFORMATION (Tables)

3 Months Ended

9 Months Ended

Sep. 30, 2013

Segment Reporting [Abstract]

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



	Three months ended September 30, 2013
	Commissions and fees		Investment income		Other income		Total revenues		Depreciation and amortization		Operating income			Interest in earnings of associates, net of tax
	(millions)
Global	$	250	$	1	$	—	$	251	$	7	$	36		$	—
North America	328		1		—		329		9		57			—
International	213		2		—		215		5		(9		)	(1		)
Total Retail	541		3		—		544		14		48			(1		)
Total Segments	791		4		—		795		21		84			(1		)
Corporate and Other ⁽ⁱ⁾	—		—		—		—		14		(9		)	—
Total Consolidated	$	791	$	4	$	—	$	795	$	35	$	75		$	(1	)


	Three months ended September 30, 2012
	Commissions and fees		Investment income		Other income		Total revenues		Depreciation and amortization		Operating income			Interest in earnings of associates, net of tax
	(millions)
Global	$	235	$	—	$	—	$	235	$	7	$	52		$	—
North America	315		2		1		318		7		53			—
International	199		2		—		201		7		(9		)	(2		)
Total Retail	514		4		1		519		14		44			(2		)
Total Segments	749		4		1		754		21		96			(2		)
Corporate and Other ⁽ⁱ⁾	—		—		—		—		14		(26		)	—
Total Consolidated	$	749	$	4	$	1	$	754	$	35	$	70		$	(2	)

_________________________________


⁽ⁱ⁾	See the following table for an analysis of the ‘Corporate and Other’ line.



	Three months ended September 30,
	2013			2012
	(millions)
Amortization of intangible assets	$	(14	)	$	(14	)
Net loss on disposal of operations ^(a)	—			(1		)
India joint venture settlement ^(a)	—			(11		)
Foreign exchange hedging	—			1
Foreign exchange gain on the UK pension plan asset	4			—
Fees related to the extinguishment of debt ^(b)	(1		)	—
Other	2			(1		)
Total Corporate and Other	$	(9	)	$	(26	)

_________________________________


^(a)	$11 million settlement with former partners related to the termination of a joint venture arrangement in India. In addition, $1 million loss on disposal of operations was recorded related to the termination.


^(b)	$1 million of fees associated with the extinguishment of debt completed on August 15, 2013.



	Nine months ended September 30, 2013
	Commissions and fees		Investment income		Other income		Total revenues		Depreciation and amortization		Operating income			Interest in earnings of associates, net of tax
	(millions)
Global	$	938	$	3	$	—	$	941	$	21	$	313		$	—
North America	1,024		2		3		1,029		27		203			—
International	760		6		—		766		15		104			11
Total Retail	1,784		8		3		1,795		42		307			11
Total Segments	2,722		11		3		2,736		63		620			11
Corporate and Other ⁽ⁱ⁾	—		—		—		—		47		(87		)	—
Total Consolidated	$	2,722	$	11	$	3	$	2,736	$	110	$	533		$	11

	Nine months ended September 30, 2012
	Commissions and fees		Investment income		Other income		Total revenues		Depreciation and amortization		Operating income			Interest in earnings of associates, net of tax
	(millions)
Global	$	887	$	3	$	—	$	890	$	20	$	325		$	—
North America	975		3		4		982		23		183			—
International	729		8		—		737		16		112			12
Total Retail	1,704		11		4		1,719		39		295			12
Total Segments	2,591		14		4		2,609		59		620			12
Corporate and Other ⁽ⁱ⁾	—		—		—		—		44		(54		)	—
Total Consolidated	$	2,591	$	14	$	4	$	2,609	$	103	$	566		$	12

_________________________________


⁽ⁱ⁾	See the following table for an analysis of the ‘Corporate and Other’ line.



	Nine months ended September 30,
	2013			2012
	(millions)
Amortization of intangible assets	$	(42	)	$	(44	)
Net loss on disposal of operations ^(a)	—			(1		)
India joint venture settlement ^(a)	—			(11		)
Foreign exchange hedging	—			3
Foreign exchange gain on the UK pension plan asset	5			(1		)
Write-off of uncollectible accounts receivable balance in Chicago and associated legal fees^(b)	—			(13		)
Expense reduction initiative ^(c)	(46		)	—
Insurance recovery ^(d)	—			5
Fees related to the extinguishment of debt ^(e)	(1		)	—
Other	(3		)	8
Total Corporate and Other	$	(87	)	$	(54	)

_________________________________


^(a)	$11 million settlement with former partners related to the termination of a joint venture arrangement in India. In addition, $1 million loss on disposal of operations was recorded related to the termination.


^(b)	Write-off of uncollectible accounts receivable balance in relation to a previously disclosed fraudulent overstatement of Commissions and fees.


^(c)	Charge related to the assessment of the Company's organizational design.


^(d)	Insurance recovery, recorded in Other operating expenses, related to a previously disclosed fraudulent activity in Chicago.


^(e)	$1 million of fees associated with the extinguishment of debt completed on August 15, 2013.

Total Consolidated Operating Income



	Three months ended September 30,						Nine months ended September 30,
	2013			2012			2013			2012
	(millions)
Total consolidated operating income	$	75		$	70		$	533		$	566
Loss on extinguishment of debt	(60		)	—			(60		)	—
Interest expense	(30		)	(32		)	(93		)	(97		)
(Loss) income before income taxes and interest in earnings of associates	$	(15	)	$	38		$	380		$	469

Condensed Financial Information of Parent Company Only Disclosure [Abstract]

Tabular disclosure of the profit or loss and total assets for each reportable segment. An entity discloses certain information on each reportable segment if the amounts (a) are included in the measure of segment profit or loss reviewed by the chief operating decision maker or (b) are otherwise regularly provided to the chief operating decision maker, even if not included in that measure of segment profit or loss.

+ References+ Details

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

3 Months Ended

9 Months Ended

Sep. 30, 2013

Sep. 30, 2012

Sep. 30, 2013

Condensed Consolidating Statement of Operations



	Three months ended September 30, 2013
	Willis Group Holdings			The Other Guarantors			The Issuer			Other			Consolidating adjustments			Consolidated
	(millions)
REVENUES
Commissions and fees	$	—		$	—		$	—		$	791		$	—		$	791
Investment income	—			3			—			4			(3		)	4
Other income	—			—			—			34			(34		)	—
Total revenues	—			3			—			829			(37		)	795
EXPENSES
Salaries and benefits	—			—			(48		)	(493		)	—			(541		)
Other operating expenses	3			(7		)	(43		)	(122		)	25			(144		)
Depreciation expense	—			(1		)	(5		)	(15		)	—			(21		)
Amortization of intangible assets	—			—			—			(16		)	2			(14		)
Net loss on disposal of operations	—			—			—			(8		)	8			—
Total expenses	3			(8		)	(96		)	(654		)	35			(720		)
OPERATING INCOME (LOSS)	3			(5		)	(96		)	175			(2		)	75
Investment income from Group undertakings	—			93			60			20			(173		)	—
Loss on extinguishment of debt	—			—			(60		)	—			—			(60		)
Interest expense	(11		)	(52		)	(31		)	(83		)	147			(30		)
(LOSS) INCOME BEFORE INCOME TAXES AND INTEREST IN EARNINGS OF ASSOCIATES	(8		)	36			(127		)	112			(28		)	(15		)
Income taxes	—			2			—			(7		)	(6		)	(11		)
(LOSS) INCOME BEFORE INTEREST IN EARNINGS OF ASSOCIATES	(8		)	38			(127		)	105			(34		)	(26		)
Interest in earnings of associates, net of tax	—			—			—			(4		)	3			(1		)
Equity account for subsidiaries	(19		)	(58		)	62			—			15			—
NET (LOSS) INCOME	(27		)	(20		)	(65		)	101			(16		)	(27		)
Less: Net income attributable to noncontrolling interests	—			—			—			—			—			—
NET (LOSS) INCOME ATTRIBUTABLE TO WILLIS GROUP HOLDINGS	$	(27	)	$	(20	)	$	(65	)	$	101		$	(16	)	$	(27	)

Condensed Consolidating Statement of Operations



	Three months ended September 30, 2012
	Willis Group Holdings			The Other Guarantors			The Issuer			Other			Consolidating adjustments			Consolidated
	(millions)
REVENUES
Commissions and fees	$	—		$	—		$	—		$	749		$	—		$	749
Investment income	—			2			—			4			(2		)	4
Other income	—			—			—			1			—			1
Total revenues	—			2			—			754			(2		)	754
EXPENSES
Salaries and benefits	—			—			(28		)	(474		)	—			(502		)
Other operating expenses	(1		)	(1		)	(8		)	(139		)	3			(146		)
Depreciation expense	—			—			(4		)	(17		)	—			(21		)
Amortization of intangible assets	—			—			—			(17		)	3			(14		)
Net gain on disposal of operations	—			—			—			4			(5		)	(1		)
Total expenses	(1		)	(1		)	(40		)	(643		)	1			(684		)
OPERATING (LOSS) INCOME	(1		)	1			(40		)	111			(1		)	70
Investment income from Group undertakings	6			808			63			104			(981		)	—
Interest expense	(11		)	(61		)	(48		)	(68		)	156			(32		)
(LOSS) INCOME BEFORE INCOME TAXES AND INTEREST IN EARNINGS OF ASSOCIATES	(6		)	748			(25		)	147			(826		)	38
Income taxes	(6		)	—			9			(19		)	6			(10		)
(LOSS) INCOME BEFORE INTEREST IN EARNINGS OF ASSOCIATES	(12		)	748			(16		)	128			(820		)	28
Interest in earnings of associates, net of tax	—			—			—			(5		)	3			(2		)
Equity account for subsidiaries	38			(701		)	17			—			646			—
INCOME FROM CONTINUING OPERATIONS	26			47			1			123			(171		)	26
Discontinued operations, net of tax	—			—			—			—			—			—
NET INCOME	26			47			1			123			(171		)	26
Less: Net income attributable to noncontrolling interests	—			—			—			—			—			—
NET INCOME ATTRIBUTABLE TO WILLIS GROUP HOLDINGS	$	26		$	47		$	1		$	123		$	(171	)	$	26

Condensed Consolidating Statement of Comprehensive Income



	Three months ended September 30, 2013
	Willis Group Holdings		The Other Guarantors		The Issuer			Other			Consolidating adjustments			Consolidated
	(millions)

Comprehensive income (loss)	$	45	$	51	$	(62	)	$	155		$	(143	)	$	46
Less: comprehensive income attributable to noncontrolling interests	—		—		—			(1		)	—			(1		)
TOTAL COMPREHENSIVE INCOME (LOSS) ATTRIBUTABLE TO WILLIS GROUP HOLDINGS	$	45	$	51	$	(62	)	$	154		$	(143	)	$	45

Condensed Consolidating Statement of Comprehensive Income



	Three months ended September 30, 2012
	Willis Group Holdings		The Other Guarantors		The Issuer		Other		Consolidating adjustments			Consolidated
	(millions)

Comprehensive income	$	53	$	74	$	2	$	144	$	(220	)	$	53
Less: comprehensive income attributable to noncontrolling interests	—		—		—		—		—			—
TOTAL COMPREHENSIVE INCOME ATTRIBUTABLE TO WILLIS GROUP HOLDINGS	$	53	$	74	$	2	$	144	$	(220	)	$	53

Condensed Consolidating Balance Sheet



	As of September 30, 2013
	Willis Group Holdings			The Other Guarantors			The Issuer			Other			Consolidating adjustments			Consolidated
	(millions)
ASSETS
CURRENT ASSETS
Cash and cash equivalents	$	3		$	3		$	—		$	617		$	—		$	623
Accounts receivable, net	—			—			26			930			29			985
Fiduciary assets	—			—			—			10,123			(926		)	9,197
Deferred tax assets	1			—			—			16			(3		)	14
Other current assets	1			93			11			287			(197		)	195
Total current assets	5			96			37			11,973			(1,097		)	11,014
Investments in subsidiaries	(1,187		)	2,747			844			3,824			(6,228		)	—
Amounts owed by (to) Group undertakings	4,053			(3,361		)	(123		)	(569		)	—			—
NON-CURRENT ASSETS
Fixed assets, net	—			13			56			404			(1		)	472
Goodwill	—			—			—			1,233			1,613			2,846
Other intangible assets, net	—			—			—			523			(162		)	361
Investments in associates	—			—			—			(53		)	237			184
Deferred tax assets	—			—			—			29			(23		)	6
Pension benefits asset	—			—			—			253			—			253
Other non-current assets	4			151			7			167			(142		)	187
Total non-current assets	4			164			63			2,556			1,522			4,309
TOTAL ASSETS	$	2,875		$	(354	)	$	821		$	17,784		$	(5,803	)	$	15,323
LIABILITIES AND STOCKHOLDERS’ EQUITY
CURRENT LIABILITIES
Fiduciary liabilities	$	—		$	—		$	—		$	10,123		$	(926	)	$	9,197
Deferred revenue and accrued expenses	3			—			26			469			(9		)	489
Income taxes payable	—			50			—			132			(149		)	33
Short-term debt and current portion of long-term debt	—			15			—			2			—			17
Deferred tax liabilities	1			—			—			19			(2		)	18
Other current liabilities	52			8			20			327			(26		)	381
Total current liabilities	56			73			46			11,072			(1,112		)	10,135
NON-CURRENT LIABILITIES
Long-term debt	795			785			734			1			—			2,315
Liabilities for pension benefits	—			—			—			229			—			229
Deferred tax liabilities	—			—			—			59			(23		)	36
Provisions for liabilities	—			—			—			221			(13		)	208
Other non-current liabilities	—			—			47			307			(1		)	353
Total non-current liabilities	795			785			781			817			(37		)	3,141
TOTAL LIABILITIES	$	851		$	858		$	827		$	11,889		$	(1,149	)	$	13,276



EQUITY
Total Willis Group Holdings stockholders’ equity	2,024		(1,212		)	(6		)	5,872		(4,654		)	2,024
Noncontrolling interests	—		—			—			23		—			23
Total equity	2,024		(1,212		)	(6		)	5,895		(4,654		)	2,047
TOTAL LIABILITIES AND EQUITY	$	2,875	$	(354	)	$	821		$	17,784	$	(5,803	)	$	15,323

Condensed Consolidating Balance Sheet



	As of December 31, 2012
	Willis Group Holdings			The Other Guarantors			The Issuer		Other			Consolidating adjustments			Consolidated
	(millions)
ASSETS
CURRENT ASSETS
Cash and cash equivalents	$	1		$	—		$	—	$	499		$	—		$	500
Accounts receivable, net	—			—			—		904			29			933
Fiduciary assets	—			—			—		10,071			(800		)	9,271
Deferred tax assets	1			—			—		18			(6		)	13
Other current assets	1			65			38		241			(164		)	181
Total current assets	3			65			38		11,733			(941		)	10,898
Investments in subsidiaries	(1,542		)	2,493			553		3,824			(5,328		)	—
Amounts owed by (to) Group undertakings	4,091			(3,959		)	687		(819		)	—			—
NON-CURRENT ASSETS
Fixed assets, net	—			11			63		395			(1		)	468
Goodwill	—			—			—		1,226			1,601			2,827
Other intangible assets, net	—			—			—		484			(99		)	385
Investments in associates	—			—			—		(53		)	227			174
Deferred tax assets	—			—			—		42			(24		)	18
Pension benefits asset	—			—			—		136			—			136
Other non-current assets	5			134			41		157			(131		)	206
Total non-current assets	5			145			104		2,387			1,573			4,214
TOTAL ASSETS	$	2,557		$	(1,256	)	$	1,382	$	17,125		$	(4,696	)	$	15,112
LIABILITIES AND STOCKHOLDERS’ EQUITY
CURRENT LIABILITIES
Fiduciary liabilities	$	—		$	—		$	—	$	10,071		$	(800	)	$	9,271
Deferred revenue and accrued expenses	2			—			—		543			(4		)	541
Income taxes payable	—			25			—		120			(126		)	19
Short-term debt and current portion of long-term debt	—			15			—		—			—			15
Deferred tax liabilities	1			—			—		25			(5		)	21
Other current liabilities	60			—			73		216			(22		)	327
Total current liabilities	63			40			73		10,975			(957		)	10,194
NON-CURRENT LIABILITIES
Long-term debt	795			274			1,268		1			—			2,338
Liabilities for pension benefits	—			—			—		282			—			282
Deferred tax liabilities	—			—			—		42			(24		)	18
Provisions for liabilities	—			—			—		188			(8		)	180
Other non-current liabilities	—			5			7		363			—			375
Total non-current liabilities	795			279			1,275		876			(32		)	3,193
TOTAL LIABILITIES	$	858		$	319		$	1,348	$	11,851		$	(989	)	$	13,387



EQUITY
Total Willis Group Holdings stockholders’ equity	1,699		(1,575		)	34		5,248		(3,707		)	1,699
Noncontrolling interests	—		—			—		26		—			26
Total equity	1,699		(1,575		)	34		5,274		(3,707		)	1,725
TOTAL LIABILITIES AND EQUITY	$	2,557	$	(1,256	)	$	1,382	$	17,125	$	(4,696	)	$	15,112

Condensed Consolidating Statement of Cash Flows



	Nine months ended September 30, 2013
	Willis Group Holdings			The Other Guarantors			The Issuer			Other			Consolidating adjustments		Consolidated
	(millions)
NET CASH (USED IN) PROVIDED BY OPERATING ACTIVITIES	$	(43	)	$	103		$	(202	)	$	508		$	—	$	366
CASH FLOWS FROM INVESTING ACTIVITIES
Proceeds on disposal of fixed and intangible assets	—			—			2			7			—		9
Additions to fixed assets	—			(4		)	(11		)	(63		)	—		(78		)
Additions to intangible assets	—			—			—			(1		)	—		(1		)
Acquisitions of subsidiaries, net of cash acquired	—			—			—			(30		)	—		(30		)
Payments to acquire other investments	—			—			—			(5		)	—		(5		)
Net cash used in investing activities	—			(4		)	(9		)	(92		)	—		(105		)
CASH FLOWS FROM FINANCING ACTIVITIES
Proceeds from draw down of revolving credit facility	—			—			—			2			—		2
Senior notes issued	—			522			—			—			—		522
Debt issuance costs	—			(8		)	—			—			—		(8		)
Repayments of debt	—			(11		)	(521		)	—			—		(532		)
Tender premium on extinguishment of senior notes	—			—			(65		)	—			—		(65		)
Proceeds from issue of shares	105			—			—			—			—		105
Excess tax benefits from share-based payment arrangements	1			—			—			—			—		1
Dividends paid	(144		)	—			—			—			—		(144		)
Acquisition of noncontrolling interests	—			—			—			(4		)	—		(4		)
Dividends paid to noncontrolling interests	—			—			—			(9		)	—		(9		)
Amounts owed by (to) Group undertakings	83			(599		)	797			(281		)	—		—
Net cash provided by (used in) financing activities	45			(96		)	211			(292		)	—		(132		)
INCREASE IN CASH AND CASH EQUIVALENTS	2			3			—			124			—		129
Effect of exchange rate changes on cash and cash equivalents	—			—			—			(6		)	—		(6		)
CASH AND CASH EQUIVALENTS, BEGINNING OF PERIOD	1			—			—			499			—		500
CASH AND CASH EQUIVALENTS, END OF PERIOD	$	3		$	3		$	—		$	617		$	—	$	623

Condensed Consolidating Statement of Cash Flows



	Nine months ended September 30, 2012
	Willis Group Holdings			The Other Guarantors			The Issuer			Other			Consolidating adjustments			Consolidated
	(millions)
NET CASH (USED IN) PROVIDED BY OPERATING ACTIVITIES	$	(43	)	$	803		$	61		$	146		$	(657	)	$	310
CASH FLOWS FROM INVESTING ACTIVITIES
Proceeds on disposal of fixed and intangible assets	—			—			—			8			—			8
Additions to fixed assets	—			(6		)	(13		)	(78		)	—			(97		)
Additions to intangible assets	—			—			—			(1		)	—			(1		)
Acquisitions of subsidiaries, net of cash acquired	—			—			—			(4		)	—			(4		)
Payments to acquire other investments	—			—			—			(5		)	—			(5		)
Net cash used in investing activities	—			(6		)	(13		)	(80		)	—			(99		)
CASH FLOWS FROM FINANCING ACTIVITIES
Proceeds from draw down of revolving credit facility	—			20			—			—			—			20
Repayments of debt	—			(7		)	—			(4		)	—			(11		)
Repurchase of shares	(100		)	—			—			—			—			(100		)
Proceeds from issue of shares	41			—			—			—			—			41
Excess tax benefits from share-based payment arrangements	—			—			—			2			—			2
Dividends paid	(139		)	—			—			(657		)	657			(139		)
Proceeds from sale of noncontrolling interests	—			—			—			3			—			3
Acquisition of noncontrolling interests	—			—			—			(29		)	—			(29		)
Dividends paid to noncontrolling interests	—			—			—			(11		)	—			(11		)
Amounts owed by (to) Group undertakings	242			(810		)	(211		)	779			—			—
Net cash provided by (used in) financing activities	44			(797		)	(211		)	83			657			(224		)
INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS	1			—			(163		)	149			—			(13		)
Effect of exchange rate changes on cash and cash equivalents	—			—			—			1			—			1
CASH AND CASH EQUIVALENTS, BEGINNING OF PERIOD	—			—			163			273			—			436
CASH AND CASH EQUIVALENTS, END OF PERIOD	$	1		$	—		$	—		$	423		$	—		$	424

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

9 Months Ended

Sep. 30, 2013

Financial Information for Parent Issuer Guarantor Subsidiaries and Non-Guarantor Subsidiaries Disclosure [Abstract]

Condensed Consolidated Statement of Comprehensive Income

Condensed Consolidating Statement of Operations



	Three months ended September 30, 2013
	Willis Group Holdings - the Parent Issuer			The Guarantors			Other			Consolidating adjustments			Consolidated
	(millions)
REVENUES
Commissions and fees	$	—		$	—		$	791		$	—		$	791
Investment income	—			3			4			(3		)	4
Other income	—			—			34			(34		)	—
Total revenues	—			3			829			(37		)	795
EXPENSES
Salaries and benefits	—			(48		)	(493		)	—			(541		)
Other operating expenses	3			(50		)	(122		)	25			(144		)
Depreciation expense	—			(6		)	(15		)	—			(21		)
Amortization of intangible assets	—			—			(16		)	2			(14		)
Net loss on disposal of operations	—			—			(8		)	8			—
Total expenses	3			(104		)	(654		)	35			(720		)
OPERATING INCOME (LOSS)	3			(101		)	175			(2		)	75
Investment income from Group undertakings	—			153			20			(173		)	—
Loss on extinguishment of debt	—			(60		)	—			—			(60		)
Interest expense	(11		)	(83		)	(83		)	147			(30		)
(LOSS) INCOME BEFORE INCOME TAXES AND INTEREST IN EARNINGS OF ASSOCIATES	(8		)	(91		)	112			(28		)	(15		)
Income taxes	—			2			(7		)	(6		)	(11		)
(LOSS) INCOME BEFORE INTEREST IN EARNINGS OF ASSOCIATES	(8		)	(89		)	105			(34		)	(26		)
Interest in earnings of associates, net of tax	—			—			(4		)	3			(1		)
Equity account for subsidiaries	(19		)	69			—			(50		)	—
NET (LOSS) INCOME	(27		)	(20		)	101			(81		)	(27		)
Less: Net income attributable to noncontrolling interests	—			—			—			—			—
NET (LOSS) INCOME ATTRIBUTABLE TO WILLIS GROUP HOLDINGS	$	(27	)	$	(20	)	$	101		$	(81	)	$	(27	)

Condensed Consolidating Statement of Comprehensive Income



	Three months ended September 30, 2013
	Willis Group Holdings - the Parent Issuer		The Guarantors		Other			Consolidating adjustments			Consolidated
	(millions)

Comprehensive income	$	45	$	51	$	155		$	(205	)	$	46
Less: comprehensive income attributable to noncontrolling interests	—		—		(1		)	—			(1		)
TOTAL COMPREHENSIVE INCOME ATTRIBUTABLE TO WILLIS GROUP HOLDINGS	$	45	$	51	$	154		$	(205	)	$	45

Condensed Consolidating Statement of Operations



	Three months ended September 30, 2012
	Willis Group Holdings - the Parent Issuer			The Guarantors			Other			Consolidating adjustments			Consolidated
	(millions)
REVENUES
Commissions and fees	$	—		$	—		$	749		$	—		$	749
Investment income	—			2			4			(2		)	4
Other income	—			—			1			—			1
Total revenues	—			2			754			(2		)	754
EXPENSES
Salaries and benefits	—			(28		)	(474		)	—			(502		)
Other operating expenses	(1		)	(9		)	(139		)	3			(146		)
Depreciation expense	—			(4		)	(17		)	—			(21		)
Amortization of intangible assets	—			—			(17		)	3			(14		)
Net gain on disposal of operations	—			—			4			(5		)	(1		)
Total expenses	(1		)	(41		)	(643		)	1			(684		)
OPERATING (LOSS) INCOME	(1		)	(39		)	111			(1		)	70
Investment income from Group undertakings	6			871			104			(981		)	—
Interest expense	(11		)	(109		)	(68		)	156			(32		)
(LOSS) INCOME BEFORE INCOME TAXES AND INTEREST IN EARNINGS OF ASSOCIATES	(6		)	723			147			(826		)	38
Income taxes	(6		)	9			(19		)	6			(10		)
(LOSS) INCOME BEFORE INTEREST IN EARNINGS OF ASSOCIATES	(12		)	732			128			(820		)	28
Interest in earnings of associates, net of tax	—			—			(5		)	3			(2		)
Equity account for subsidiaries	38			(685		)	—			647			—
INCOME FROM CONTINUING OPERATIONS	26			47			123			(170		)	26
NET INCOME	26			47			123			(170		)	26
Less: Net income attributable to noncontrolling interests	—			—			—			—			—
NET INCOME ATTRIBUTABLE TO WILLIS GROUP HOLDINGS	$	26		$	47		$	123		$	(170	)	$	26

Condensed Consolidating Statement of Comprehensive Income



	Three months ended September 30, 2012
	Willis Group Holdings - the Parent Issuer		The Guarantors		Other		Consolidating adjustments			Consolidated
	(millions)

Comprehensive income	$	53	$	74	$	144	$	(218	)	$	53
Less: comprehensive income attributable to noncontrolling interests	—		—		—		—			—
TOTAL COMPREHENSIVE INCOME ATTRIBUTABLE TO WILLIS GROUP HOLDINGS	$	53	$	74	$	144	$	(218	)	$	53

Condensed Consolidating Statement of Operations



	Nine months ended September 30, 2013
	Willis Group Holdings - the Parent Issuer			The Guarantors			Other			Consolidating adjustments			Consolidated
	(millions)
REVENUES
Commissions and fees	$	—		$	—		$	2,722		$	—		$	2,722
Investment income	—			9			11			(9		)	11
Other income	—			—			(149		)	152			3
Total revenues	—			9			2,584			143			2,736
EXPENSES
Salaries and benefits	(1		)	(93		)	(1,544		)	—			(1,638		)
Other operating expenses	(2		)	(166		)	(368		)	81			(455		)
Depreciation expense	—			(18		)	(50		)	—			(68		)
Amortization of intangible assets	—			—			(48		)	6			(42		)
Net loss on disposal of operations	—			—			(5		)	5			—
Total expenses	(3		)	(277		)	(2,015		)	92			(2,203		)
OPERATING (LOSS) INCOME	(3		)	(268		)	569			235			533
Investment income from Group undertakings	—			460			68			(528		)	—
Loss on extinguishment of debt	—			(60		)	—			—			(60		)
Interest expense	(32		)	(248		)	(256		)	443			(93		)
(LOSS) INCOME BEFORE INCOME TAXES AND INTEREST IN EARNINGS OF ASSOCIATES	(35		)	(116		)	381			150			380
Income taxes	—			8			(94		)	(2		)	(88		)
(LOSS) INCOME BEFORE INTEREST IN EARNINGS OF ASSOCIATES	(35		)	(108		)	287			148			292
Interest in earnings of associates, net of tax	—			—			4			7			11
Equity account for subsidiaries	332			436			—			(768		)	—
NET INCOME	297			328			291			(613		)	303
Less: Net income attributable to noncontrolling interests	—			—			(6		)	—			(6		)
NET INCOME ATTRIBUTABLE TO WILLIS GROUP HOLDINGS	$	297		$	328		$	285		$	(613	)	$	297

Condensed Consolidated Balance Sheet

Condensed Consolidating Balance Sheet



	As of September 30, 2013
	Willis Group Holdings - the Parent Issuer			The Guarantors			Other			Consolidating adjustments			Consolidated
	(millions)
ASSETS
CURRENT ASSETS
Cash and cash equivalents	$	3		$	3		$	617		$	—		$	623
Accounts receivable, net	—			26			930			29			985
Fiduciary assets	—			—			10,123			(926		)	9,197
Deferred tax assets	1			—			16			(3		)	14
Other current assets	1			104			287			(197		)	195
Total current assets	5			133			11,973			(1,097		)	11,014
Investments in subsidiaries	(1,187		)	3,597			3,824			(6,234		)	—
Amounts owed by (to) Group undertakings	4,053			(3,484		)	(569		)	—			—
NON-CURRENT ASSETS
Fixed assets, net	—			69			404			(1		)	472
Goodwill	—			—			1,233			1,613			2,846
Other intangible assets, net	—			—			523			(162		)	361
Investments in associates	—			—			(53		)	237			184
Deferred tax assets	—			—			29			(23		)	6
Pension benefits asset	—			—			253			—			253
Other non-current assets	4			158			167			(142		)	187
Total non-current assets	4			227			2,556			1,522			4,309
TOTAL ASSETS	$	2,875		$	473		$	17,784		$	(5,809	)	$	15,323
LIABILITIES AND STOCKHOLDERS’ EQUITY
CURRENT LIABILITIES
Fiduciary liabilities	$	—		$	—		$	10,123		$	(926	)	$	9,197
Deferred revenue and accrued expenses	3			26			469			(9		)	489
Income taxes payable	—			50			132			(149		)	33
Short-term debt and current portion of long-term debt	—			15			2			—			17
Deferred tax liabilities	1			—			19			(2		)	18
Other current liabilities	52			28			327			(26		)	381
Total current liabilities	56			119			11,072			(1,112		)	10,135
NON-CURRENT LIABILITIES
Long-term debt	795			1,519			1			—			2,315
Liabilities for pension benefits	—			—			229			—			229
Deferred tax liabilities	—			—			59			(23		)	36
Provisions for liabilities	—			—			221			(13		)	208
Other non-current liabilities	—			47			307			(1		)	353
Total non-current liabilities	795			1,566			817			(37		)	3,141
TOTAL LIABILITIES	$	851		$	1,685		$	11,889		$	(1,149	)	$	13,276



EQUITY
Total Willis Group Holdings stockholders’ equity	2,024		(1,212		)	5,872		(4,660		)	2,024
Noncontrolling interests	—		—			23		—			23
Total equity	2,024		(1,212		)	5,895		(4,660		)	2,047
TOTAL LIABILITIES AND EQUITY	$	2,875	$	473		$	17,784	$	(5,809	)	$	15,323

Condensed Consolidating Balance Sheet



	As of December 31, 2012
	Willis Group Holdings - the Parent Issuer			The Guarantors			Other			Consolidating adjustments			Consolidated
	(millions)
ASSETS
CURRENT ASSETS
Cash and cash equivalents	$	1		$	—		$	499		$	—		$	500
Accounts receivable, net	—			—			904			29			933
Fiduciary assets	—			—			10,071			(800		)	9,271
Deferred tax assets	1			—			18			(6		)	13
Other current assets	1			103			241			(164		)	181
Total current assets	3			103			11,733			(941		)	10,898
Investments in subsidiaries	(1,542		)	3,012			3,824			(5,294		)	—
Amounts owed by (to) Group undertakings	4,091			(3,272		)	(819		)	—			—
NON-CURRENT ASSETS
Fixed assets, net	—			74			395			(1		)	468
Goodwill	—			—			1,226			1,601			2,827
Other intangible assets, net	—			—			484			(99		)	385
Investments in associates	—			—			(53		)	227			174
Deferred tax assets	—			—			42			(24		)	18
Pension benefits asset	—			—			136			—			136
Other non-current assets	5			175			157			(131		)	206
Total non-current assets	5			249			2,387			1,573			4,214
TOTAL ASSETS	$	2,557		$	92		$	17,125		$	(4,662	)	$	15,112
LIABILITIES AND STOCKHOLDERS’ EQUITY
CURRENT LIABILITIES
Fiduciary liabilities	$	—		$	—		$	10,071		$	(800	)	$	9,271
Deferred revenue and accrued expenses	2			—			543			(4		)	541
Income taxes payable	—			25			120			(126		)	19
Short-term debt and current portion of long-term debt	—			15			—			—			15
Deferred tax liabilities	1			—			25			(5		)	21
Other current liabilities	60			73			216			(22		)	327
Total current liabilities	63			113			10,975			(957		)	10,194
NON-CURRENT LIABILITIES
Long-term debt	795			1,542			1			—			2,338
Liabilities for pension benefits	—			—			282			—			282
Deferred tax liabilities	—			—			42			(24		)	18
Provisions for liabilities	—			—			188			(8		)	180
Other non-current liabilities	—			12			363			—			375
Total non-current liabilities	795			1,554			876			(32		)	3,193
TOTAL LIABILITIES	$	858		$	1,667		$	11,851		$	(989	)	$	13,387



EQUITY
Total Willis Group Holdings stockholders’ equity	1,699		(1,575		)	5,248		(3,673		)	1,699
Noncontrolling interests	—		—			26		—			26
Total equity	1,699		(1,575		)	5,274		(3,673		)	1,725
TOTAL LIABILITIES AND EQUITY	$	2,557	$	92		$	17,125	$	(4,662	)	$	15,112

Condensed Consolidated Statement of Cash Flows

Condensed Consolidating Statement of Cash Flows



	Nine months ended September 30, 2013
	Willis Group Holdings - the Parent Issuer			The Guarantors			Other			Consolidating adjustments		Consolidated
	(millions)
NET CASH (USED IN) PROVIDED BY OPERATING ACTIVITIES	$	(43	)	$	(99	)	$	508		$	—	$	366
CASH FLOWS FROM INVESTING ACTIVITIES
Proceeds on disposal of fixed and intangible assets	—			2			7			—		9
Additions to fixed assets	—			(15		)	(63		)	—		(78		)
Additions to intangible assets	—			—			(1		)	—		(1		)
Acquisitions of subsidiaries, net of cash acquired	—			—			(30		)	—		(30		)
Payments to acquire other investments	—			—			(5		)	—		(5		)
Net cash used in investing activities	—			(13		)	(92		)	—		(105		)
CASH FLOWS FROM FINANCING ACTIVITIES
Proceeds from draw down of revolving credit facility	—			—			2			—		2
Senior notes issued	—			522			—			—		522
Debt issuance costs	—			(8		)	—			—		(8		)
Repayments of debt	—			(532		)	—			—		(532		)
Tender premium on extinguishment of debt	—			(65		)	—			—		(65		)
Proceeds from issue of shares	105			—			—			—		105
Excess tax benefits from share-based payment arrangement	1			—			—			—		1
Dividends paid	(144		)	—			—			—		(144		)
Acquisition of noncontrolling interests	—			—			(4		)	—		(4		)
Dividends paid to noncontrolling interests	—			—			(9		)	—		(9		)
Amounts owed by (to) Group undertakings	83			198			(281		)	—		—
Net cash provided by (used in) financing activities	45			115			(292		)	—		(132		)
INCREASE IN CASH AND CASH EQUIVALENTS	2			3			124			—		129
Effect of exchange rate changes on cash and cash equivalents	—			—			(6		)	—		(6		)
CASH AND CASH EQUIVALENTS, BEGINNING OF PERIOD	1			—			499			—		500
CASH AND CASH EQUIVALENTS, END OF PERIOD	$	3		$	3		$	617		$	—	$	623

Condensed Consolidating Statement of Cash Flows



	Nine months ended September 30, 2012
	Willis Group Holdings - the Parent Issuer			The Guarantors			Other			Consolidating adjustments			Consolidated
	(millions)
NET CASH (USED IN) PROVIDED BY OPERATING ACTIVITIES	$	(43	)	$	864		$	146		$	(657	)	$	310
CASH FLOWS FROM INVESTING ACTIVITIES
Proceeds on disposal of fixed and intangible assets	—			—			8			—			8
Additions to fixed assets	—			(19		)	(78		)	—			(97		)
Additions to intangible assets	—			—			(1		)	—			(1		)
Acquisitions of subsidiaries, net of cash acquired	—			—			(4		)	—			(4		)
Payments to acquire other investments	—			—			(5		)	—			(5		)
Net cash used in investing activities	—			(19		)	(80		)	—			(99		)
CASH FLOWS FROM FINANCING ACTIVITIES
Proceeds from draw down of revolving credit facility	—			20			—			—			20
Repayments of debt	—			(7		)	(4		)	—			(11		)
Repurchase of shares	(100		)	—			—			—			(100		)
Proceeds from issue of shares	41			—			—			—			41
Excess tax benefits from share-based payment arrangement	—			—			2			—			2
Dividends paid	(139		)	—			(657		)	657			(139		)
Proceeds from sale of noncontrolling interests	—			—			3			—			3
Acquisition of noncontrolling interests	—			—			(29		)	—			(29		)
Dividends paid to noncontrolling interests	—			—			(11		)	—			(11		)
Amounts owed by (to) Group undertakings	242			(1,021		)	779			—			—
Net cash provided by (used in) financing activities	44			(1,008		)	83			657			(224		)
INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS	1			(163		)	149			—			(13		)
Effect of exchange rate changes on cash and cash equivalents	—			—			1			—			1
CASH AND CASH EQUIVALENTS, BEGINNING OF PERIOD	—			163			273			—			436
CASH AND CASH EQUIVALENTS, END OF PERIOD	$	1		$	—		$	423		$	—		$	424

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

9 Months Ended

Sep. 30, 2013

Condensed Financial Statements, Captions [Line Items]

Condensed Financial Statements [Text Block]

Condensed Consolidating Statement of Operations



	Three months ended September 30, 2013
	Willis Group Holdings			The Other Guarantors			The Issuer			Other			Consolidating adjustments			Consolidated
	(millions)
REVENUES
Commissions and fees	$	—		$	—		$	—		$	791		$	—		$	791
Investment income	—			3			—			4			(3		)	4
Other income	—			—			—			34			(34		)	—
Total revenues	—			3			—			829			(37		)	795
EXPENSES
Salaries and benefits	—			(48		)	—			(493		)	—			(541		)
Other operating expenses	3			(50		)	—			(122		)	25			(144		)
Depreciation expense	—			(6		)	—			(15		)	—			(21		)
Amortization of intangible assets	—			—			—			(16		)	2			(14		)
Net loss on disposal of operations	—			—			—			(8		)	8			—
Total expenses	3			(104		)	—			(654		)	35			(720		)
OPERATING INCOME (LOSS)	3			(101		)	—			175			(2		)	75
Investment income from Group undertakings	—			137			16			20			(173		)	—
Loss on extinguishment of debt	—			(60		)	—			—			—			(60		)
Interest expense	(11		)	(71		)	(12		)	(83		)	147			(30		)
(LOSS) INCOME BEFORE INCOME TAXES AND INTEREST IN EARNINGS OF ASSOCIATES	(8		)	(95		)	4			112			(28		)	(15		)
Income taxes	—			4			(2		)	(7		)	(6		)	(11		)
(LOSS) INCOME BEFORE INTEREST IN EARNINGS OF ASSOCIATES	(8		)	(91		)	2			105			(34		)	(26		)
Interest in earnings of associates, net of tax	—			—			—			(4		)	3			(1		)
Equity account for subsidiaries	(19		)	71			(35		)	—			(17		)	—
NET (LOSS) INCOME	(27		)	(20		)	(33		)	101			(48		)	(27		)
Less: Net income attributable to noncontrolling interests	—			—			—			—			—			—
NET (LOSS) INCOME ATTRIBUTABLE TO WILLIS GROUP HOLDINGS	$	(27	)	$	(20	)	$	(33	)	$	101		$	(48	)	$	(27	)

Condensed Consolidating Statement of Comprehensive Income



	Three months ended September 30, 2013
	Willis Group Holdings		The Other Guarantors		The Issuer		Other			Consolidating adjustments			Consolidated
	(millions)

Comprehensive income	$	45	$	51	$	31	$	155		$	(236	)	$	46
Less: comprehensive income attributable to noncontrolling interests	—		—		—		(1		)	—			(1		)
TOTAL COMPREHENSIVE INCOME ATTRIBUTABLE TO WILLIS GROUP HOLDINGS	$	45	$	51	$	31	$	154		$	(236	)	$	45

Condensed Consolidating Statement of Operations



	Three months ended September 30, 2012
	Willis Group Holdings			The Other Guarantors			The Issuer			Other			Consolidating adjustments			Consolidated
	(millions)
REVENUES
Commissions and fees	$	—		$	—		$	—		$	749		$	—		$	749
Investment income	—			2			—			4			(2		)	4
Other income	—			—			—			1			—			1
Total revenues	—			2			—			754			(2		)	754
EXPENSES
Salaries and benefits	—			(28		)	—			(474		)	—			(502		)
Other operating expenses	(1		)	(9		)	—			(139		)	3			(146		)
Depreciation expense	—			(4		)	—			(17		)	—			(21		)
Amortization of intangible assets	—			—			—			(17		)	3			(14		)
Net gain on disposal of operations	—			—			—			4			(5		)	(1		)
Total expenses	(1		)	(41		)	—			(643		)	1			(684		)
OPERATING (LOSS) INCOME	(1		)	(39		)	—			111			(1		)	70
Investment income from Group undertakings	6			1,743			966			104			(2,819		)	—
Interest expense	(11		)	(100		)	(9		)	(68		)	156			(32		)
(LOSS) INCOME BEFORE INCOME TAXES AND INTEREST IN EARNINGS OF ASSOCIATES	(6		)	1,604			957			147			(2,664		)	38
Income taxes	(6		)	14			(5		)	(19		)	6			(10		)
(LOSS) INCOME BEFORE INTEREST IN EARNINGS OF ASSOCIATES	(12		)	1,618			952			128			(2,658		)	28
Interest in earnings of associates, net of tax	—			—			—			(5		)	3			(2		)
Equity account for subsidiaries	38			(1,571		)	(913		)	—			2,446			—
INCOME FROM CONTINUING OPERATIONS	26			47			39			123			(209		)	26
Discontinued operations, net of tax	—			—			—			—			—			—
NET INCOME	26			47			39			123			(209		)	26
Less: Net income attributable to noncontrolling interests	—			—			—			—			—			—
NET INCOME ATTRIBUTABLE TO WILLIS GROUP HOLDINGS	$	26		$	47		$	39		$	123		$	(209	)	$	26

Condensed Consolidating Statement of Comprehensive Income



	Three months ended September 30, 2012
	Willis Group Holdings		The Other Guarantors		The Issuer		Other		Consolidating adjustments			Consolidated
	(millions)

Comprehensive income	$	53	$	74	$	8	$	144	$	(226	)	$	53
Less: comprehensive income attributable to noncontrolling interests	—		—		—		—		—			—
TOTAL COMPREHENSIVE INCOME ATTRIBUTABLE TO WILLIS GROUP HOLDINGS	$	53	$	74	$	8	$	144	$	(226	)	$	53

Condensed Consolidating Statement of Operations



	Nine months ended September 30, 2013
	Willis Group Holdings			The Other Guarantors			The Issuer			Other			Consolidating adjustments			Consolidated
	(millions)
REVENUES
Commissions and fees	$	—		$	—		$	—		$	2,722		$	—		$	2,722
Investment income	—			9			—			11			(9		)	11
Other income	—			—			—			(149		)	152			3
Total revenues	—			9			—			2,584			143			2,736
EXPENSES
Salaries and benefits	(1		)	(93		)	—			(1,544		)	—			(1,638		)
Other operating expenses	(2		)	(166		)	—			(368		)	81			(455		)
Depreciation expense	—			(18		)	—			(50		)	—			(68		)
Amortization of intangible assets	—			—			—			(48		)	6			(42		)
Net loss on disposal of operations	—			—			—			(5		)	5			—
Total expenses	(3		)	(277		)	—			(2,015		)	92			(2,203		)
OPERATING (LOSS) INCOME	(3		)	(268		)	—			569			235			533
Investment income from Group undertakings	—			415			45			68			(528		)	—
Loss on extinguishment of debt	—			(60		)	—			—			—			(60		)
Interest expense	(32		)	(219		)	(29		)	(256		)	443			(93		)
(LOSS) INCOME BEFORE INCOME TAXES AND INTEREST IN EARNINGS OF ASSOCIATES	(35		)	(132		)	16			381			150			380
Income taxes	—			12			(4		)	(94		)	(2		)	(88		)
(LOSS) INCOME BEFORE INTEREST IN EARNINGS OF ASSOCIATES	(35		)	(120		)	12			287			148			292
Interest in earnings of associates, net of tax	—			—			—			4			7			11
Equity account for subsidiaries	332			448			275			—			(1,055		)	—
NET INCOME	297			328			287			291			(900		)	303
Less: Net income attributable to noncontrolling interests	—			—			—			(6		)	—			(6		)
NET INCOME ATTRIBUTABLE TO WILLIS GROUP HOLDINGS	$	297		$	328		$	287		$	285		$	(900	)	$	297

Condensed Consolidating Statement of Comprehensive Income



	Nine months ended September 30, 2013
	Willis Group Holdings		The Other Guarantors		The Issuer		Other			Consolidating adjustments			Consolidated
	(millions)

Comprehensive income	$	339	$	369	$	326	$	298		$	(987	)	$	345
Less: comprehensive income attributable to noncontrolling interests	—		—		—		(6		)	—			(6		)
TOTAL COMPREHENSIVE INCOME ATTRIBUTABLE TO WILLIS GROUP HOLDINGS	$	339	$	369	$	326	$	292		$	(987	)	$	339

Condensed Consolidating Statement of Operations



	Nine months ended September 30, 2012
	Willis Group Holdings			The Other Guarantors			The Issuer			Other			Consolidating adjustments			Consolidated
	(millions)
REVENUES
Commissions and fees	$	—		$	—		$	—		$	2,591		$	—		$	2,591
Investment income	—			8			—			14			(8		)	14
Other income	—			—			—			97			(93		)	4
Total revenues	—			8			—			2,702			(101		)	2,609
EXPENSES
Salaries and benefits	(1		)	(50		)	—			(1,457		)	—			(1,508		)
Other operating expenses	(8		)	(63		)	1			(367		)	6			(431		)
Depreciation expense	—			(12		)	—			(47		)	—			(59		)
Amortization of intangible assets	—			—			—			(53		)	9			(44		)
Net loss on disposal of operations	—			—			—			(19		)	18			(1		)
Total expenses	(9		)	(125		)	1			(1,943		)	33			(2,043		)
OPERATING (LOSS) INCOME	(9		)	(117		)	1			759			(68		)	566
Investment income from Group undertakings	6			2,191			1,284			118			(3,599		)	—
Interest expense	(32		)	(284		)	(26		)	(210		)	455			(97		)
(LOSS) INCOME BEFORE INCOME TAXES AND INTEREST IN EARNINGS OF ASSOCIATES	(35		)	1,790			1,259			667			(3,212		)	469
Income taxes	1			32			(10		)	(136		)	(1		)	(114		)
(LOSS) INCOME BEFORE INTEREST IN EARNINGS OF ASSOCIATES	(34		)	1,822			1,249			531			(3,213		)	355
Interest in earnings of associates, net of tax	—			—			—			5			7			12
Equity account for subsidiaries	393			(1,421		)	(877		)	—			1,905			—
INCOME FROM CONTINUING OPERATIONS	359			401			372			536			(1,301		)	367
Discontinued operations, net of tax	—			—			—			1			—			1
NET INCOME	359			401			372			537			(1,301		)	368
Less: Net income attributable to noncontrolling interests	—			—			—			(9		)	—			(9		)
NET INCOME ATTRIBUTABLE TO WILLIS GROUP HOLDINGS	$	359		$	401		$	372		$	528		$	(1,301	)	$	359

Condensed Consolidating Statement of Comprehensive Income



	Nine months ended September 30, 2012
	Willis Group Holdings		The Other Guarantors		The Issuer		Other			Consolidating adjustments			Consolidated
	(millions)

Comprehensive income	$	386	$	428	$	342	$	574		$	(1,335	)	$	395
Less: comprehensive income attributable to noncontrolling interests	—		—		—		(9		)	—			(9		)
TOTAL COMPREHENSIVE INCOME ATTRIBUTABLE TO WILLIS GROUP HOLDINGS	$	386	$	428	$	342	$	565		$	(1,335	)	$	386

Condensed Consolidating Balance Sheet



	As of September 30, 2013
	Willis Group Holdings			The Other Guarantors			The Issuer		Other			Consolidating adjustments			Consolidated
	(millions)
ASSETS
CURRENT ASSETS
Cash and cash equivalents	$	3		$	3		$	—	$	617		$	—		$	623
Accounts receivable, net	—			26			—		930			29			985
Fiduciary assets	—			—			—		10,123			(926		)	9,197
Deferred tax assets	1			—			—		16			(3		)	14
Other current assets	1			103			1		287			(197		)	195
Total current assets	5			132			1		11,973			(1,097		)	11,014
Investments in subsidiaries	(1,187		)	3,066			3,398		3,824			(9,101		)	—
Amounts owed by (to) Group undertakings	4,053			(3,761		)	277		(569		)	—			—
NON-CURRENT ASSETS
Fixed assets, net	—			69			—		404			(1		)	472
Goodwill	—			—			—		1,233			1,613			2,846
Other intangible assets, net	—			—			—		523			(162		)	361
Investments in associates	—			—			—		(53		)	237			184
Deferred tax assets	—			—			—		29			(23		)	6
Pension benefits asset	—			—			—		253			—			253
Other non-current assets	4			148			10		167			(142		)	187
Total non-current assets	4			217			10		2,556			1,522			4,309
TOTAL ASSETS	$	2,875		$	(346	)	$	3,686	$	17,784		$	(8,676	)	$	15,323
LIABILITIES AND STOCKHOLDERS’ EQUITY
CURRENT LIABILITIES
Fiduciary liabilities	$	—		$	—		$	—	$	10,123		$	(926	)	$	9,197
Deferred revenue and accrued expenses	3			26			—		469			(9		)	489
Income taxes payable	—			35			15		132			(149		)	33
Short-term debt and current portion of long-term debt	—			—			15		2			—			17
Deferred tax liabilities	1			—			—		19			(2		)	18
Other current liabilities	52			24			4		327			(26		)	381
Total current liabilities	56			85			34		11,072			(1,112		)	10,135
NON-CURRENT LIABILITIES
Long-term debt	795			734			785		1			—			2,315
Liabilities for pension benefits	—			—			—		229			—			229
Deferred tax liabilities	—			—			—		59			(23		)	36
Provisions for liabilities	—			—			—		221			(13		)	208
Other non-current liabilities	—			47			—		307			(1		)	353
Total non-current liabilities	795			781			785		817			(37		)	3,141
TOTAL LIABILITIES	$	851		$	866		$	819	$	11,889		$	(1,149	)	$	13,276
EQUITY
Total Willis Group Holdings stockholders’ equity	2,024			(1,212		)	2,867		5,872			(7,527		)	2,024
Noncontrolling interests	—			—			—		23			—			23
Total equity	2,024			(1,212		)	2,867		5,895			(7,527		)	2,047
TOTAL LIABILITIES AND EQUITY	$	2,875		$	(346	)	$	3,686	$	17,784		$	(8,676	)	$	15,323

Condensed Consolidating Balance Sheet



	As of December 31, 2012
	Willis Group Holdings			The Other Guarantors			The Issuer		Other			Consolidating adjustments			Consolidated
	(millions)
ASSETS
CURRENT ASSETS
Cash and cash equivalents	$	1		$	—		$	—	$	499		$	—		$	500
Accounts receivable, net	—			—			—		904			29			933
Fiduciary assets	—			—			—		10,071			(800		)	9,271
Deferred tax assets	1			—			—		18			(6		)	13
Other current assets	1			102			1		241			(164		)	181
Total current assets	3			102			1		11,733			(941		)	10,898
Investments in subsidiaries	(1,542		)	3,025			2,548		3,824			(7,855		)	—
Amounts owed by (to) Group undertakings	4,091			(3,581		)	309		(819		)	—			—
NON-CURRENT ASSETS
Fixed assets, net	—			74			—		395			(1		)	468
Goodwill	—			—			—		1,226			1,601			2,827
Other intangible assets, net	—			—			—		484			(99		)	385
Investments in associates	—			—			—		(53		)	227			174
Deferred tax assets	—			—			—		42			(24		)	18
Pension benefits asset	—			—			—		136			—			136
Other non-current assets	5			172			3		157			(131		)	206
Total non-current assets	5			246			3		2,387			1,573			4,214
TOTAL ASSETS	$	2,557		$	(208	)	$	2,861	$	17,125		$	(7,223	)	$	15,112
LIABILITIES AND STOCKHOLDERS’ EQUITY
CURRENT LIABILITIES
Fiduciary liabilities	$	—		$	—		$	—	$	10,071		$	(800	)	$	9,271
Deferred revenue and accrued expenses	2			—			—		543			(4		)	541
Income taxes payable	—			14			11		120			(126		)	19
Short-term debt and current portion of long-term debt	—			—			15		—			—			15
Deferred tax liabilities	1			—			—		25			(5		)	21
Other current liabilities	60			73			—		216			(22		)	327
Total current liabilities	63			87			26		10,975			(957		)	10,194
NON-CURRENT LIABILITIES
Long-term debt	795			1,268			274		1			—			2,338
Liabilities for pension benefits	—			—			—		282			—			282
Deferred tax liabilities	—			—			—		42			(24		)	18
Provisions for liabilities	—			—			—		188			(8		)	180
Other non-current liabilities	—			12			—		363			—			375
Total non-current liabilities	795			1,280			274		876			(32		)	3,193
TOTAL LIABILITIES	$	858		$	1,367		$	300	$	11,851		$	(989	)	$	13,387
EQUITY
Total Willis Group Holdings stockholders’ equity	1,699			(1,575		)	2,561		5,248			(6,234		)	1,699
Noncontrolling interests	—			—			—		26			—			26
Total equity	1,699			(1,575		)	2,561		5,274			(6,234		)	1,725
TOTAL LIABILITIES AND EQUITY	$	2,557		$	(208	)	$	2,861	$	17,125		$	(7,223	)	$	15,112

Condensed Consolidating Statement of Cash Flows



	Nine months ended September 30, 2013
	Willis Group Holdings			The Other Guarantors			The Issuer			Other			Consolidating adjustments		Consolidated
	(millions)
NET CASH (USED IN) PROVIDED BY OPERATING ACTIVITIES	$	(43	)	$	(120	)	$	21		$	508		$	—	$	366
CASH FLOWS FROM INVESTING ACTIVITIES
Proceeds on disposal of fixed and intangible assets	—			2			—			7			—		9
Additions to fixed assets	—			(15		)	—			(63		)	—		(78		)
Additions to intangible assets	—			—			—			(1		)	—		(1		)
Acquisitions of subsidiaries, net of cash acquired	—			—			—			(30		)	—		(30		)
Payments to acquire other investments	—			—			—			(5		)	—		(5		)
Net cash used in investing activities	—			(13		)	—			(92		)	—		(105		)
CASH FLOWS FROM FINANCING ACTIVITIES
Proceeds from draw down of revolving credit facility	—			—			—			2			—		2
Senior notes issued	—			—			522			—			—		522
Debt issuance costs	—			—			(8		)	—			—		(8		)
Repayments of debt	—			(521		)	(11		)	—			—		(532		)
Tender premium on extinguishment of debt	—			(65		)	—			—			—		(65		)
Proceeds from issue of shares	105			—			—			—			—		105
Excess tax benefits from share-based payment arrangements	1			—			—			—			—		1
Dividends paid	(144		)	—			—			—			—		(144		)
Acquisition of noncontrolling interests	—			—			—			(4		)	—		(4		)
Dividends paid to noncontrolling interests	—			—			—			(9		)	—		(9		)
Amounts owed by (to) Group undertakings	83			722			(524		)	(281		)	—		—
Net cash provided by (used in) financing activities	45			136			(21		)	(292		)	—		(132		)
INCREASE IN CASH AND CASH EQUIVALENTS	2			3			—			124			—		129
Effect of exchange rate changes on cash and cash equivalents	—			—			—			(6		)	—		(6		)
CASH AND CASH EQUIVALENTS, BEGINNING OF PERIOD	1			—			—			499			—		500
CASH AND CASH EQUIVALENTS, END OF PERIOD	$	3		$	3		$	—		$	617		$	—	$	623

Condensed Consolidating Statement of Cash Flows



	Nine months ended September 30, 2012
	Willis Group Holdings			The Other Guarantors			The Issuer			Other			Consolidating adjustments			Consolidated
	(millions)
NET CASH (USED IN) PROVIDED BY OPERATING ACTIVITIES	$	(43	)	$	1,894		$	1,259		$	146		$	(2,946	)	$	310
CASH FLOWS FROM INVESTING ACTIVITIES
Proceeds on disposal of fixed and intangible assets	—			—			—			8			—			8
Additions to fixed assets	—			(19		)	—			(78		)	—			(97		)
Additions to intangible assets	—			—			—			(1		)	—			(1		)
Acquisitions of subsidiaries, net of cash acquired	—			—			—			(4		)	—			(4		)
Payments to acquire other investments	—			—			—			(5		)	—			(5		)
Net cash used in investing activities	—			(19		)	—			(80		)	—			(99		)
CASH FLOWS FROM FINANCING ACTIVITIES
Proceeds from draw down of revolving credit facility	—			—			20			—			—			20
Repayments of debt	—			—			(7		)	(4		)	—			(11		)
Repurchase of shares	(100		)	—			—			—			—			(100		)
Proceeds from issue of shares	41			—			—			—			—			41
Excess tax benefits from share-based payment arrangements	—			—			—			2			—			2
Dividends paid	(139		)	(1,220		)	(1,069		)	(657		)	2,946			(139		)
Proceeds from sale of noncontrolling interests	—			—			—			3			—			3
Acquisition of noncontrolling interests	—			—			—			(29		)	—			(29		)
Dividends paid to noncontrolling interests	—			—			—			(11		)	—			(11		)
Amounts owed by (to) Group undertakings	242			(818		)	(203		)	779			—			—
Net cash provided by (used in) financing activities	44			(2,038		)	(1,259		)	83			2,946			(224		)
INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS	1			(163		)	—			149			—			(13		)
Effect of exchange rate changes on cash and cash equivalents	—			—			—			1			—			1
CASH AND CASH EQUIVALENTS, BEGINNING OF PERIOD	—			163			—			273			—			436
CASH AND CASH EQUIVALENTS, END OF PERIOD	$	1		$	—		$	—		$	423		$	—		$	424

SALARIES AND BENEFITS EXPENSE (Additional Information) (Details) (USD $) In Millions, unless otherwise specified	3 Months Ended			9 Months Ended
	Sep. 30, 2013	Mar. 31, 2013 Positions	Sep. 30, 2012	Sep. 30, 2013	Sep. 30, 2012
Restructuring Cost and Reserve [Line Items]
Restructuring and Related Cost, Number of Positions Eliminated		207
Labor and Related Expense	$ 541		$ 502	$ 1,638	$ 1,508
Employee Severance [Member]
Restructuring Cost and Reserve [Line Items]
Severance costs	0		0	2	2
Expense Reduction Initiative [Member]
Restructuring Cost and Reserve [Line Items]
Severance costs		28
Labor and Related Expense		$ 29

The charge against earnings in the period for known and estimated costs of termination benefits provided to current employees that are involuntarily terminated under a benefit arrangement associated with exit from or disposal of business activities or restructurings pursuant to a duly authorized plan, excluding costs or losses pertaining to an entity newly acquired in a business combination or a discontinued operation as defined by generally accepted accounting principles and costs associated with one-time termination benefits.

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher FASB

-Name Statement of Financial Accounting Standard (FAS)

-Number 146

-Paragraph 8-13, 20

-LegacyDoc This reference is SUPERSEDED by the Accounting Standards Codification effective for interim and annual periods ending after September 15, 2009. This reference is included to help users transition from the previous accounting hierarchy and will be removed from future versions of this taxonomy.

Reference 2: http://www.xbrl.org/2003/role/presentationRef

-Publisher FASB

-Name Accounting Standards Codification

-Topic 230

-SubTopic 10

-Section 45

-Paragraph 28

-Subparagraph (b)

-URI http://asc.fasb.org/extlink&oid=6943989&loc=d3e3602-108585

Reference 3: http://www.xbrl.org/2003/role/presentationRef

-Publisher FASB

-Name Accounting Standards Codification

-Topic 420

-SubTopic 10

-Section 50

-Paragraph 1

-Subparagraph (b)

-URI http://asc.fasb.org/extlink&oid=6394359&loc=d3e17939-110869

Reference 4: http://www.xbrl.org/2003/role/presentationRef

-Publisher FASB

-Name Accounting Standards Codification

-Topic 420

-SubTopic 10

-Section S99

-Paragraph 2

-Subparagraph (SAB TOPIC 5.P.4(b))

-URI http://asc.fasb.org/extlink&oid=6394695&loc=d3e140904-122747

Reference 5: http://www.xbrl.org/2003/role/presentationRef

-Publisher FASB

-Name Accounting Standards Codification

-Topic 420

-SubTopic 10

-Section S99

-Paragraph 1

-Subparagraph (SAB TOPIC 5.P.3)

-URI http://asc.fasb.org/extlink&oid=6394695&loc=d3e140864-122747

Reference 6: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Staff Accounting Bulletin (SAB)

-Number Topic 5

-Section P

-Subsection 3, 4

Reference 7: http://www.xbrl.org/2003/role/presentationRef

-Publisher FASB

-Name FASB Staff Position (FSP)

-Number FAS146-1

-LegacyDoc This reference is SUPERSEDED by the Accounting Standards Codification effective for interim and annual periods ending after September 15, 2009. This reference is included to help users transition from the previous accounting hierarchy and will be removed from future versions of this taxonomy.

Reference 8: http://www.xbrl.org/2003/role/presentationRef

-Publisher FASB

-Name Accounting Standards Codification

-Topic 715

-SubTopic 20

-Section 50

-Paragraph 1

-Subparagraph (a)(10)

-URI http://asc.fasb.org/extlink&oid=21915506&loc=d3e1928-114920

Reference 9: http://www.xbrl.org/2003/role/presentationRef

-Publisher FASB

-Name Statement of Financial Accounting Standard (FAS)

-Number 112

-Paragraph 7

-LegacyDoc This reference is SUPERSEDED by the Accounting Standards Codification effective for interim and annual periods ending after September 15, 2009. This reference is included to help users transition from the previous accounting hierarchy and will be removed from future versions of this taxonomy.

Reference 10: http://www.xbrl.org/2003/role/presentationRef

-Publisher FASB

-Name Statement of Financial Accounting Standard (FAS)

-Number 132R

-Paragraph 5-8

-LegacyDoc This reference is SUPERSEDED by the Accounting Standards Codification effective for interim and annual periods ending after September 15, 2009. This reference is included to help users transition from the previous accounting hierarchy and will be removed from future versions of this taxonomy.

+ Details

INCOME TAXES (Components of Tax Charge) (Details) (USD $) In Millions, unless otherwise specified	3 Months Ended		9 Months Ended
	Sep. 30, 2013	Sep. 30, 2012	Sep. 30, 2013	Sep. 30, 2012
Income Tax Examination [Line Items]
Ordinary income taxed at estimated annual effective tax rate, Income before tax		$ 39		$ 482
INCOME BEFORE INCOME TAXES AND INTEREST IN EARNINGS OF ASSOCIATES	(15)	38	380	469
Ordinary income taxed at estimated annual effective tax rate, Tax amount		(9)		(117)
Effective Income Tax Rate On Ordinary Continuing Operations		24.00%		24.00%
Write Off Of Uncollectible Accounts Receivable Balance				(12)
Write-off of uncollectible accounts receivable balance in North America, Tax amount				5
Tax amount as reported	11	10	88	114
Estimated annual effective tax rate on Non-GAAP Adjusted Income	24.00%
Effective tax rate on write-off of uncollectible accounts receivable balance in North America				41.00%
Effective tax rate as reported	(73.00%)	26.00%	23.00%	24.00%
Impact Of Reduction In Uk Tax Rate On Deferred Tax Balances Before Tax	0	0	0	0
Income Tax Reconciliation, Change in Enacted Tax Rate		1		1
Effective Income Tax Rate Reconciliation, Change in Enacted Tax Rate		0.00%		0.00%
Net Adjustment In Respect Of Prior Periods Income Before Tax		0		0
Income Tax Reconciliation, Prior Year Income Taxes		(3)		(3)
Effective Income Tax Rate Reconciliation, Prior Year Income Taxes		0.00%		0.00%
Net Gain Loss On Disposal Of Operations	0	(1)	0	(1)
Non Tax Deductible Gain Loss On Disposal Of Operations Tax Amount		0		0
Effective Income Tax Rate Reconciliation, Nondeductible Expense		0.00%		0.00%
Expense Benefit Derived From Increment Reduction In Estimate Of Annual Effective Tax Rate Applied To Ordinary Before Income Tax Rate	0	0
Expense Benefit Derived From Increment Reduction In Estimate Of Annual Effective Tax Rate Applied To Ordinary Income	1	1
Expense Benefit Derived From Change In Tax Rates	0.00%	0.00%
Effective Income Tax Rate Reconciliation, at Federal Statutory Income Tax Rate			35.00%
Non-US income tax authorities [Member]
Income Tax Examination [Line Items]
Ordinary income taxed at estimated annual effective tax rate, Income before tax	45		386
Ordinary income taxed at estimated annual effective tax rate, Tax amount	(9)		(79)
Effective tax rate as reported	20.00%		20.00%
Income Tax Reconciliation, Change in Enacted Tax Rate	1		1
Effective Income Tax Rate Reconciliation, Change in Enacted Tax Rate	0.00%		0.00%
UNITED STATES
Income Tax Examination [Line Items]
Ordinary income taxed at estimated annual effective tax rate, Income before tax	(60)		(6)
Ordinary income taxed at estimated annual effective tax rate, Tax amount	$ (4)		$ (10)
Effective tax rate as reported	(7.00%)		(167.00%)

EARNINGS PER SHARE (Additional Information) (Details) In Millions, unless otherwise specified	3 Months Ended		9 Months Ended
	Sep. 30, 2013	Sep. 30, 2012	Sep. 30, 2013	Sep. 30, 2012
Earnings Per Share [Abstract]
Outstanding Time Based Stock Options	7.8	9.2	7.8	9.2
Outstanding performance-based stock options	5.6	7.2	5.6	7.2
Restricted stock units outstanding	1.7	1.2	1.7	1.2
Antidilutive stock options	15.1	6.1	3.8	6.2

Securities (including those issuable pursuant to contingent stock agreements) that could potentially dilute basic earnings per share (EPS) or earnings per unit (EPU) in the future that were not included in the computation of diluted EPS or EPU because to do so would increase EPS or EPU amounts or decrease loss per share or unit amounts for the period presented.

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher FASB

-Name Accounting Standards Codification

-Glossary Antidilution

-URI http://asc.fasb.org/extlink&oid=6505113

Reference 2: http://www.xbrl.org/2003/role/presentationRef

-Publisher FASB

-Name Accounting Standards Codification

-Glossary Diluted Earnings Per Share

-URI http://asc.fasb.org/extlink&oid=6510752

Reference 3: http://www.xbrl.org/2003/role/presentationRef

-Publisher FASB

-Name Accounting Standards Codification

-Glossary Contingent Stock Agreement

-URI http://asc.fasb.org/extlink&oid=6508534

Reference 4: http://www.xbrl.org/2003/role/presentationRef

-Publisher FASB

-Name Accounting Standards Codification

-Topic 260

-SubTopic 10

-Section 50

-Paragraph 1

-Subparagraph (c)

-URI http://asc.fasb.org/extlink&oid=6371337&loc=d3e3550-109257

Reference 5: http://www.xbrl.org/2003/role/presentationRef

-Publisher FASB

-Name Statement of Financial Accounting Standard (FAS)

-Number 128

-Paragraph 40

-Subparagraph c

-LegacyDoc This reference is SUPERSEDED by the Accounting Standards Codification effective for interim and annual periods ending after September 15, 2009. This reference is included to help users transition from the previous accounting hierarchy and will be removed from future versions of this taxonomy.

Reference 6: http://www.xbrl.org/2003/role/presentationRef

-Publisher FASB

-Name Statement of Financial Accounting Standard (FAS)

-Number 128

-Paragraph 13, 14

-LegacyDoc This reference is SUPERSEDED by the Accounting Standards Codification effective for interim and annual periods ending after September 15, 2009. This reference is included to help users transition from the previous accounting hierarchy and will be removed from future versions of this taxonomy.

Reference 7: http://www.xbrl.org/2003/role/presentationRef

-Publisher FASB

-Name Emerging Issues Task Force (EITF)

-Number 07-4

-Paragraph 4

-LegacyDoc This reference is SUPERSEDED by the Accounting Standards Codification effective for interim and annual periods ending after September 15, 2009. This reference is included to help users transition from the previous accounting hierarchy and will be removed from future versions of this taxonomy.

Reference 8: http://www.xbrl.org/2003/role/presentationRef

-Publisher FASB

-Name Statement of Financial Accounting Standard (FAS)

-Number 128

-Paragraph 171

-LegacyDoc This reference is SUPERSEDED by the Accounting Standards Codification effective for interim and annual periods ending after September 15, 2009. This reference is included to help users transition from the previous accounting hierarchy and will be removed from future versions of this taxonomy.

+ Details

EARNINGS PER SHARE (Basic and Diluted Earnings Per Share) (Details) (USD $) In Millions, except Per Share data, unless otherwise specified	3 Months Ended		9 Months Ended
	Sep. 30, 2013	Sep. 30, 2012	Sep. 30, 2013	Sep. 30, 2012
Earnings Per Share [Abstract]
Net income attributable to Willis Group Holdings	$ (27)	$ 26	$ 297	$ 359
Basic average number of shares outstanding	177	173	175	173
Dilutive effect of potentially issuable shares	0	2	3	3
Diluted average number of shares outstanding	177	175	178	176
Income (Loss) from Continuing Operations, Per Basic Share	$ (0.15)	$ 0.15	$ 1.70	$ 2.07
Income (Loss) from Discontinued Operations, Net of Tax, Per Basic Share	$ 0.00	$ 0.00	$ 0.00	$ 0.01
Net income attributable to Willis Group Holdings shareholders	$ (0.15)	$ 0.15	$ 1.70	$ 2.08
Dilutive effect of potentially issuable shares	$ 0.00	$ 0.00	$ (0.03)	$ (0.04)
Income (Loss) from Continuing Operations, Per Diluted Share	$ (0.15)	$ 0.15	$ 1.67	$ 2.03
Income (Loss) from Discontinued Operations, Net of Tax, Per Diluted Share	$ 0.00	$ 0.00	$ 0.00	$ 0.01
Net income attributable to Willis Group Holdings shareholders	$ (0.15)	$ 0.15	$ 1.67	$ 2.04

PENSION PLANS (Components of Net Periodic Benefit (Income) Cost) (Details) (USD $) In Millions, unless otherwise specified	3 Months Ended		9 Months Ended
	Sep. 30, 2013	Sep. 30, 2012	Sep. 30, 2013	Sep. 30, 2012
Defined Benefit Plan Disclosure [Line Items]
Net periodic benefit (income) cost			$ (3)	$ 1
UK Defined Benefit Pension Plan [Member]
Defined Benefit Plan Disclosure [Line Items]
Service cost	10	9	28	26
Interest cost	26	27	80	81
Expected return on plan assets	(47)	(45)	(141)	(135)
Amortization of unrecognized prior service gain	(1)	(1)	(4)	(4)
Amortization of unrecognized actuarial loss	11	9	33	29
Net periodic benefit (income) cost	(1)	(1)	(4)	(3)
US Defined Benefit Pension Plans [Member]
Defined Benefit Plan Disclosure [Line Items]
Service cost	0	0	0	0
Interest cost	10	11	29	31
Expected return on plan assets	(13)	(12)	(38)	(35)
Amortization of unrecognized prior service gain	0	0	0	0
Amortization of unrecognized actuarial loss	3	2	7	6
Net periodic benefit (income) cost	0	1	(2)	2
International and US non-qualified Defined Benefit Pension Plans [Member]
Defined Benefit Plan Disclosure [Line Items]
Service cost	0	1	2	3
Interest cost	2	1	5	4
Expected return on plan assets	(2)	(2)	(5)	(5)
Amortization of unrecognized prior service gain	0	0	0	0
Amortization of unrecognized actuarial loss	0	0	1	0
Net periodic benefit (income) cost	$ 0	$ 0	$ 3	$ 2

The amounts in accumulated other comprehensive income related to gains and losses that are not recognized immediately and are expected to be recognized as components of net periodic benefit cost over the next fiscal year that follows the most recent annual statement of financial position presented.

+ References+ Details

An amount calculated as a basis for determining the extent of delayed recognition of the effects of changes in the fair value of assets. The expected return on plan assets is determined based on the expected long-term rate of return on plan assets and the market-related value of plan assets.

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher FASB

-Name Statement of Financial Accounting Standard (FAS)

-Number 87

-Paragraph 264

-LegacyDoc This reference is SUPERSEDED by the Accounting Standards Codification effective for interim and annual periods ending after September 15, 2009. This reference is included to help users transition from the previous accounting hierarchy and will be removed from future versions of this taxonomy.

Reference 2: http://www.xbrl.org/2003/role/presentationRef

-Publisher FASB

-Name Statement of Financial Accounting Standard (FAS)

-Number 106

-Paragraph 518

-LegacyDoc This reference is SUPERSEDED by the Accounting Standards Codification effective for interim and annual periods ending after September 15, 2009. This reference is included to help users transition from the previous accounting hierarchy and will be removed from future versions of this taxonomy.

Reference 3: http://www.xbrl.org/2003/role/presentationRef

-Publisher FASB

-Name Statement of Financial Accounting Standard (FAS)

-Number 132R

-Paragraph 5

-Subparagraph h

-LegacyDoc This reference is SUPERSEDED by the Accounting Standards Codification effective for interim and annual periods ending after September 15, 2009. This reference is included to help users transition from the previous accounting hierarchy and will be removed from future versions of this taxonomy.

Reference 4: http://www.xbrl.org/2003/role/presentationRef

-Publisher FASB

-Name Accounting Standards Codification

-Topic 715

-SubTopic 30

-Glossary Expected Return on Plan Assets

-URI http://asc.fasb.org/extlink&oid=6512136

Reference 5: http://www.xbrl.org/2003/role/presentationRef

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-Name Accounting Standards Codification

-Topic 715

-SubTopic 60

-Glossary Expected Return on Plan Assets

-URI http://asc.fasb.org/extlink&oid=6512171

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-Name Accounting Standards Codification

-Topic 715

-SubTopic 20

-Section 50

-Paragraph 1

-Subparagraph (h)(3)

-URI http://asc.fasb.org/extlink&oid=21915506&loc=d3e1928-114920

+ Details

The increase in a defined benefit pension plan's projected benefit obligation or a defined benefit postretirement plan's accumulated postretirement benefit obligation due to the passage of time.

+ References+ Details

The actuarial present value of benefits attributed by the pension benefit formula to services rendered by employees during the period. The portion of the expected postretirement benefit obligation attributed to employee service during the period. The service cost component is a portion of the benefit obligation and is unaffected by the funded status of the plan.

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher FASB

-Name Statement of Financial Accounting Standard (FAS)

-Number 87

-Paragraph 264

-LegacyDoc This reference is SUPERSEDED by the Accounting Standards Codification effective for interim and annual periods ending after September 15, 2009. This reference is included to help users transition from the previous accounting hierarchy and will be removed from future versions of this taxonomy.

Reference 2: http://www.xbrl.org/2003/role/presentationRef

-Publisher FASB

-Name Statement of Financial Accounting Standard (FAS)

-Number 106

-Paragraph 518

-LegacyDoc This reference is SUPERSEDED by the Accounting Standards Codification effective for interim and annual periods ending after September 15, 2009. This reference is included to help users transition from the previous accounting hierarchy and will be removed from future versions of this taxonomy.

Reference 3: http://www.xbrl.org/2003/role/presentationRef

-Publisher FASB

-Name Accounting Standards Codification

-Topic 715

-SubTopic 20

-Section 50

-Paragraph 1

-Subparagraph (h)(1)

-URI http://asc.fasb.org/extlink&oid=21915506&loc=d3e1928-114920

Reference 4: http://www.xbrl.org/2003/role/presentationRef

-Publisher FASB

-Name Statement of Financial Accounting Standard (FAS)

-Number 132R

-Paragraph 5

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-LegacyDoc This reference is SUPERSEDED by the Accounting Standards Codification effective for interim and annual periods ending after September 15, 2009. This reference is included to help users transition from the previous accounting hierarchy and will be removed from future versions of this taxonomy.

Reference 5: http://www.xbrl.org/2003/role/presentationRef

-Publisher FASB

-Name Accounting Standards Codification

-Glossary Service Cost (Component of Net Periodic Pension Cost)

-URI http://asc.fasb.org/extlink&oid=6525008

Reference 6: http://www.xbrl.org/2003/role/presentationRef

-Publisher FASB

-Name Accounting Standards Codification

-Topic 715

-SubTopic 20

-Section 50

-Paragraph 1

-Subparagraph (a)(1)

-URI http://asc.fasb.org/extlink&oid=21915506&loc=d3e1928-114920

+ Details

PENSION PLANS (Additional Information) (Details) In Millions, unless otherwise specified	9 Months Ended		12 Months Ended	9 Months Ended
	Sep. 30, 2013 USD ($)	Sep. 30, 2013 GBP (£)	Dec. 31, 2012 USD ($)	Sep. 30, 2013 UK Defined Benefit Pension Plan [Member] USD ($)	Sep. 30, 2012 UK Defined Benefit Pension Plan [Member] USD ($)	Sep. 30, 2013 US Defined Benefit Pension Plans [Member] USD ($)	Sep. 30, 2012 US Defined Benefit Pension Plans [Member] USD ($)	Sep. 30, 2013 International and US non-qualified Defined Benefit Pension Plans [Member] USD ($)	Sep. 30, 2012 International and US non-qualified Defined Benefit Pension Plans [Member] USD ($)
Defined Benefit Plan Disclosure [Line Items]
Cash contributions made to defined benefit pension plans				$ 68	$ 60	$ 40	$ 40	$ 8	$ 6
Employee cash contributions made to defined benefit pension plans				9	9
Estimated contributions made to defined benefit pension plans				88
Contribution related to on going calculations				22
Contribution rate for normal on-going contributions				15.90%
Contributions towards funding the deficit				56
Exceptional Contributions arising as a result of the share buyback program			10
Percentage of contribution based on profit share calculation expected for the current fiscal year	20.00%	20.00%
EBITDA required to trigger additional profit share contributions	900
Percentage of exceptional return calculations made to shareholders	10.00%	10.00%
USD value of shares repurchased in the period			100
Maximum contributions payable from deficit funding contributions and profit share contributions over the six years ended December 31, 2017	505	312
Estimated full year employee contributions				12		40
Contributions made to defined benefit pension plans								$ 11

COMMITMENTS AND CONTINGENCIES (Additional Information) (Details) (USD $) In Millions, unless otherwise specified	9 Months Ended							1 Months Ended	9 Months Ended	1 Months Ended	9 Months Ended
	Sep. 30, 2013	Sep. 30, 2012	Jul. 02, 2009 Troice [Member]	Aug. 06, 2009 Canabal [Member]	Sep. 14, 2009 Rupert [Member]	Sep. 16, 2010 Casanova [Member]	Mar. 11, 2011 Rishmague [Member]	Jul. 31, 2010 Trident V Parallel Fund [Member]	Sep. 30, 2013 Trident V Parallel Fund [Member]	May 31, 2011 Dowling Capital Partners I [Member]	Sep. 30, 2013 Dowling Capital Partners I [Member]	Feb. 08, 2013 MacArthur [Member]	Feb. 14, 2013 Barbar [Member]	Feb. 14, 2013 de Gadala-Maria [Member]	Feb. 14, 2013 Ranni et ano [Member]	Feb. 14, 2013 Tisminesky [Member]	Feb. 14, 2013 Zacarias [Member]	Oct. 01, 2013 Janvey [Member]
Loss Contingencies [Line Items]
Capital commitments								$ 25		$ 10
Capital contributions	5	5							15		2
Minimum damage sought			$ 1,000.0	$ 1,000.0	$ 300.0	$ 5.0	$ 37.0					$ 4.0	$ 30.0	$ 83.5	$ 3.0	$ 6.5	$ 12.5	$ 1,000.0

DERIVATIVE FINANCIAL INSTRUMENTS AND HEDGING ACTIVITIES (Additional Information) (Details) (USD $) In Millions, unless otherwise specified	9 Months Ended		0 Months Ended	9 Months Ended			9 Months Ended					3 Months Ended		9 Months Ended					9 Months Ended
	Sep. 30, 2013	Sep. 30, 2013 Senior Notes [Member]	Jul. 22, 2013 Seven Year Term Loan Facility [Member]	Sep. 30, 2013 Seven Year Term Loan Facility [Member]	Sep. 30, 2013 Revolving Credit Facility Three [Member]	Dec. 31, 2012 Revolving Credit Facility Three [Member]	Sep. 30, 2013 Revolving Credit Facility [Member] CreditFacility	Jul. 22, 2013 Revolving Credit Facility [Member]	Sep. 30, 2013 Senior Notes Due 2015 [Member]	Dec. 31, 2012 Senior Notes Due 2015 [Member]	Mar. 31, 2010 Senior Notes Due 2015 [Member]	Sep. 30, 2013 Interest Rate Swaps [Member]	Sep. 30, 2012 Interest Rate Swaps [Member]	Sep. 30, 2013 Interest Rate Swaps [Member]	Sep. 30, 2012 Interest Rate Swaps [Member]	Sep. 30, 2013 Treasury Lock [Member]	Sep. 30, 2013 Currency Swap [Member]	Dec. 31, 2012 Currency Swap [Member]	Sep. 30, 2013 Term Loan Facility [Member]	Sep. 30, 2013 Fair Value Adjustment On Five Point Six Two Five Percentage Senior Notes Due Two Thousand Fifteen [Member]	Dec. 31, 2012 Fair Value Adjustment On Five Point Six Two Five Percentage Senior Notes Due Two Thousand Fifteen [Member]	Sep. 30, 2013 Cash Flow Hedges [Member] Interest Rate Swaps [Member]	Sep. 30, 2013 Fair Value Hedging [Member] Interest Rate Swaps [Member]
Derivative Instruments, Gain (Loss) [Line Items]
Amortization of prior loss recognized on item no longer in hedging relationship												$ (9)	$ 0	$ (13)	$ 0
Derivative, Notional Amount																	118	63
Fair value of swaps at close out date																21						16	13
Gain in Other comprehensive income in connection with the terminated derivative instruments														15		19
Derivative Instruments, Gain (Loss) Expected to be Recognized in Income, Net														5
Debt Instrument, Face Amount		2,054							350
5-year term loan facility balance				278
Maturity Period Of Term Loan				7 years
Line of Credit Facility, Interest Rate Description							LIBOR plus 1.50%												LIBOR plus 1.50%
Revolving credit facilities available					22		800	500
Debt Instrument, Maturity Date			Dec. 16, 2016	Jul. 23, 2018			Jul. 23, 2018
Number of Revolving Facilities							2
Revolving credit facility					2	0	0
Maturity date of interest rate swaps	Jul. 15, 2015
Percentage of loan notes									5.625%	5.625%	5.625%									5.625%	5.625%
Write down of the fair value adjustment to the carrying value of senior notes in connection with interest rate swap														7	0
Senior Notes, Noncurrent																				5	18
Net derivative (gains) reclassified from accumulated comprehensive income into earnings within the next twelve months	15
Gain (Loss) on Cash Flow Hedge Ineffectiveness, Net																$ 2

DERIVATIVE FINANCIAL INSTRUMENTS AND HEDGING ACTIVITIES (Forward Contracts by Major Currency) (Details) (USD $) In Millions, unless otherwise specified	Sep. 30, 2013
US Dollar [Member]
Derivative [Line Items]
Foreign currency derivatives cash flow hedges, Sell	$ 240
Foreign Currency Fair Value Hedge Derivative at Fair Value	14
Euro [Member]
Derivative [Line Items]
Foreign currency derivatives cash flow hedges, Sell	80
Foreign Currency Fair Value Hedge Derivative at Fair Value	(2)
Japanese Yen [Member]
Derivative [Line Items]
Foreign currency derivatives cash flow hedges, Sell	39
Foreign Currency Fair Value Hedge Derivative at Fair Value	$ 3

DERIVATIVE FINANCIAL INSTRUMENTS AND HEDGING ACTIVITIES (Balance Sheet Disclosures) (Details) (USD $) In Millions, unless otherwise specified	Sep. 30, 2013	Dec. 31, 2012
Assets:
Derivative assets financial and hedging instruments, fair value	$ 17	$ 31
Liabilities:
Derivative liabilities financial and hedging instruments, fair value	2	0
Other Assets [Member] \| Forward Exchange Contracts [Member]
Assets:
Derivative assets financial and hedging instruments, fair value	17	9
Other Assets [Member] \| Fair Value Hedging [Member] \| Interest Rate Swaps [Member]
Assets:
Derivative assets financial and hedging instruments, fair value	0	22
Other Liabilities [Member] \| Forward Exchange Contracts [Member]
Liabilities:
Derivative liabilities financial and hedging instruments, fair value	$ 2	$ 0

Fair value of derivative asset, presented on a gross basis even when the derivative instrument is subject to master netting arrangements and qualifies for net presentation in the statement of financial position.

+ References+ Details

Derivative Instruments, Gain (Loss) [Line Items]

Fair value of derivative liability, presented on a gross basis even when the derivative instrument is subject to master netting arrangements and qualifies for net presentation in the statement of financial position.

+ References+ Details

DERIVATIVE FINANCIAL INSTRUMENTS AND HEDGING ACTIVITIES (Effects of Gains/(Losses) on Derivative Financial Instruments) (Details) (USD $)
In Millions, unless otherwise specified

3 Months Ended

9 Months Ended

Sep. 30, 2013

Sep. 30, 2012

Sep. 30, 2013

Sep. 30, 2012

Amount of gain (loss) recognized in OCI(i) (effective element)

$ 24

^[1]

$ 0

^[1]

$ 26

^[1]

$ 10

^[1]

Amount of gain (loss) reclassified from accumulated OCI(i) into income (effective element)

(1)

^[1]

(2)

^[1]

(5)

^[1]

(5)

^[1]

Amount of gain (loss) recognized in income (ineffective hedges and ineffective element of effective hedges)

Interest Rate Swaps [Member]

Derivative Instruments, Gain (Loss) [Line Items]

Amount of gain (loss) recognized in OCI(i) (effective element)

^[1]

Ineffectiveness recognized in interest expense

(7)

(8)

Interest Rate Swaps [Member] | Other Operating Expenses [Member]

Derivative Instruments, Gain (Loss) [Line Items]

Amount of gain (loss) recognized in income (ineffective hedges and ineffective element of effective hedges)

Interest Rate Swaps [Member] | Interest Expense [Member]

Derivative Instruments, Gain (Loss) [Line Items]

Amount of gain (loss) reclassified from accumulated OCI(i) into income (effective element)

Interest Rate Swaps [Member] | Investment Income [Member]

Derivative Instruments, Gain (Loss) [Line Items]

Amount of gain (loss) reclassified from accumulated OCI(i) into income (effective element)

(1)

^[1]

(2)

^[1]

(4)

^[1]

(5)

^[1]

Treasury Lock [Member]

Derivative Instruments, Gain (Loss) [Line Items]

Amount of gain (loss) recognized in OCI(i) (effective element)

Treasury Lock [Member] | Interest Expense [Member]

Derivative Instruments, Gain (Loss) [Line Items]

Amount of gain (loss) recognized in income (ineffective hedges and ineffective element of effective hedges)

Interest Expense [Member] | Investment Income [Member]

Derivative Instruments, Gain (Loss) [Line Items]

Amount of gain (loss) reclassified from accumulated OCI(i) into income (effective element)

Forward Exchange Contracts [Member]

Derivative Instruments, Gain (Loss) [Line Items]

Amount of gain (loss) recognized in OCI(i) (effective element)

^[1]

Forward Exchange Contracts [Member] | Other Operating Expenses [Member]

Derivative Instruments, Gain (Loss) [Line Items]

Amount of gain (loss) reclassified from accumulated OCI(i) into income (effective element)

^[1]

(1)

^[1]

Forward Exchange Contracts [Member] | Interest Expense [Member]

Derivative Instruments, Gain (Loss) [Line Items]

Amount of gain (loss) recognized in income (ineffective hedges and ineffective element of effective hedges)

Fair Value Hedging [Member] | Interest Rate Swaps [Member]

Derivative Instruments, Gain (Loss) [Line Items]

Change in Unrealized Gain (Loss) on Fair Value Hedging Instruments

(1)

Change in Unrealized Gain (Loss) on Hedged Item in Fair Value Hedge

(1)

Ineffectiveness recognized in interest expense

$ 0

$ 1

$ 0

$ 2

[1]	Other Comprehensive Income

The effective portion of net gain (loss) reclassified from accumulated other comprehensive income into income on derivative instruments designated and qualifying as hedging instruments.

+ References+ Details

The portion of gains and losses (net) on derivative instruments designated and qualifying as hedging instruments representing (a) the amount of the hedge ineffectiveness and (b) the amount, if any, excluded from the assessment of hedge effectiveness.

+ References+ Details

Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]

The effective portion of gains and losses (net) on derivative instruments designated and qualifying as hedging instruments that was recognized in other comprehensive income during the current period.

+ References+ Details

DERIVATIVE FINANCIAL INSTRUMENTS AND HEDGING ACTIVITIES (Fair Value Hedging Relationships) (Details) (Interest Rate Swaps [Member], USD $) In Millions, unless otherwise specified	3 Months Ended		9 Months Ended
	Sep. 30, 2013	Sep. 30, 2012	Sep. 30, 2013	Sep. 30, 2012
Derivative Instruments, Gain (Loss) [Line Items]
Hedged item in fair value hedging relationship	5.625% senior notes due 2015	5.625% senior notes due 2015	5.625% senior notes due 2015	5.625% senior notes due 2015
Change in unrecognized gain (loss) from derivatives no longer in fair value hedging relationships	$ (2)	$ 0	$ (5)	$ 0
Amortization of prior loss recognized on item no longer in hedging relationship	(9)	0	(13)	0
Ineffectiveness recognized in interest expense	(7)	0	(8)	0
Fair Value Hedging [Member]
Derivative Instruments, Gain (Loss) [Line Items]
Ineffectiveness recognized in interest expense	$ 0	$ 1	$ 0	$ 2

FAIR VALUE MEASUREMENT (Assets and Liabilities Measured on Recurring Basis) (Details) (USD $)
In Millions, unless otherwise specified

Sep. 30, 2013

Dec. 31, 2012

Sep. 30, 2012

Dec. 31, 2011

$ 623

$ 500

$ 424

$ 436

Fair Value, Measurements, Recurring [Member]

623

500

2,099

1,796

2,739

2,327

^[1]

Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]

Quoted Prices In Active Markets For Identical Assets Level 1 [Member] | Fair Value, Measurements, Recurring [Member]

623

500

2,099

1,796

2,722

2,296

^[1]

Significant Other Observable Inputs Level 2 [Member] | Fair Value, Measurements, Recurring [Member]

^[1]

Significant Other Unobservable Inputs Level 3 [Member] | Fair Value, Measurements, Recurring [Member]

^[1]

$ 0

[1]	Changes in the fair value of the underlying hedged debt instrument since inception of the hedging relationship are included in long-term debt.

FAIR VALUE MEASUREMENT (Estimated Fair Values) (Details) (USD $) In Millions, unless otherwise specified	Sep. 30, 2013	Dec. 31, 2012
Liabilities:
Long-term debt	$ 2,315	$ 2,338
Fair Value [Member]
Assets:
Derivative financial instruments	17	31
Liabilities:
Current portion of long-term debt	17	15
Long-term debt	2,440	2,576
Derivative financial instruments	2	0
Carrying Amount [Member]
Assets:
Derivative financial instruments	17	31
Liabilities:
Current portion of long-term debt	17	15
Long-term debt	2,315	2,338
Derivative financial instruments	$ 2	$ 0

Derivative instrument obligations meeting the definition of a liability which the Company is a party to as of the balance sheet date.

+ References+ Details

GOODWILL (Goodwill by Segment) (Details) (USD $) In Millions, unless otherwise specified	9 Months Ended	12 Months Ended
	Sep. 30, 2013	Dec. 31, 2012	Dec. 31, 2011
Goodwill [Line Items]
Tax Benefit Arising On Exercise Of Fully Vested Stock Options	$ 1	$ 0
Goodwill, Gross	3,338	3,319	3,295
Goodwill, Impaired, Accumulated Impairment Loss	(492)	(492)	0
Goodwill, Net	2,846	2,827	3,295
Purchase price allocation adjustments		2
Goodwill acquired during the period	16	12
Goodwill disposed of during the year		(1)
Goodwill, Other Changes	(1)
Goodwill, Impairment Loss		(492)
Foreign exchange	4	11
Goodwill, Ending Balance	2,846	2,827	3,295
Global
Goodwill [Line Items]
Goodwill, Gross	1,142	1,127	1,122
Goodwill, Impaired, Accumulated Impairment Loss	0	0	0
Goodwill, Net	1,142	1,127	1,122
Purchase price allocation adjustments		0
Goodwill acquired during the period	15	0
Goodwill disposed of during the year		0
Goodwill, Other Changes	0
Goodwill, Impairment Loss		0
Foreign exchange	0	5
Goodwill, Ending Balance	1,142	1,127	1,122
North America
Goodwill [Line Items]
Goodwill, Gross	1,791	1,792	1,782
Goodwill, Impaired, Accumulated Impairment Loss	(492)	(492)	0
Goodwill, Net	1,299	1,300	1,782
Purchase price allocation adjustments		0
Goodwill acquired during the period	0	10
Goodwill disposed of during the year		0
Goodwill, Other Changes	(1)
Goodwill, Impairment Loss		(492)
Foreign exchange	0	0
Goodwill, Ending Balance	1,299	1,300	1,782
International
Goodwill [Line Items]
Goodwill, Gross	405	400	391
Goodwill, Impaired, Accumulated Impairment Loss	0	0	0
Goodwill, Net	405	400	391
Purchase price allocation adjustments		2
Goodwill acquired during the period	1	2
Goodwill disposed of during the year		(1)
Goodwill, Other Changes	0
Goodwill, Impairment Loss		0
Foreign exchange	4	6
Goodwill, Ending Balance	$ 405	$ 400	$ 391

OTHER INTANGIBLE ASSETS, NET (Major Classes of Amortizable Intangible Assets) (Details) (USD $) In Millions, unless otherwise specified	3 Months Ended		9 Months Ended
	Sep. 30, 2013	Sep. 30, 2012	Sep. 30, 2013	Sep. 30, 2012	Dec. 31, 2012
Finite-Lived Intangible Assets [Line Items]
Amortization of intangible assets	$ 14	$ 14	$ 42	$ 44
Gross carrying amount	710		710		738
Accumulated amortization	(349)		(349)		(353)
Net carrying amount	361		361		385
Client Relationships [Member]
Finite-Lived Intangible Assets [Line Items]
Gross carrying amount	696		696		717
Accumulated amortization	(344)		(344)		(340)
Net carrying amount	352		352		377
Client Lists [Member]
Finite-Lived Intangible Assets [Line Items]
Gross carrying amount	3		3		3
Accumulated amortization	(1)		(1)		(1)
Net carrying amount	2		2		2
Non-compete Agreements [Member]
Finite-Lived Intangible Assets [Line Items]
Gross carrying amount	4		4		3
Accumulated amortization	0		0		0
Net carrying amount	4		4		3
Trade Names [Member]
Finite-Lived Intangible Assets [Line Items]
Gross carrying amount	2		2		11
Accumulated amortization	(1)		(1)		(10)
Net carrying amount	1		1		1
Total Customer and Marketing Related [Member]
Finite-Lived Intangible Assets [Line Items]
Gross carrying amount	705		705		734
Accumulated amortization	(346)		(346)		(351)
Net carrying amount	359		359		383
Contract based, Technology and Other [Member]
Finite-Lived Intangible Assets [Line Items]
Gross carrying amount	5		5		4
Accumulated amortization	(3)		(3)		(2)
Net carrying amount	$ 2		$ 2		$ 2

The aggregate expense charged against earnings to allocate the cost of intangible assets (nonphysical assets not used in production) in a systematic and rational manner to the periods expected to benefit from such assets. As a noncash expense, this element is added back to net income when calculating cash provided by or used in operations using the indirect method.

+ References+ Details

OTHER INTANGIBLE ASSETS, NET (Additional Information) (Details) (USD $) In Millions, unless otherwise specified	3 Months Ended		9 Months Ended
	Sep. 30, 2013	Sep. 30, 2012	Sep. 30, 2013	Sep. 30, 2012
Intangible Assets, Net (Excluding Goodwill) [Abstract]
Amortization of intangible assets	$ 14	$ 14	$ 42	$ 44

+ References+ Details

OTHER INTANGIBLE ASSETS, NET (Estimated Aggregate Amortization) (Details) (USD $) In Millions, unless otherwise specified	Sep. 30, 2013	Dec. 31, 2012
Intangible Assets, Net (Excluding Goodwill) [Abstract]
Remainder of 2013	$ 14
2014	49
2015	41
2016	36
2017	32
Thereafter	189
Net carrying amount	$ 361	$ 385

OTHER ASSETS (Details) (USD $) In Millions, unless otherwise specified	Sep. 30, 2013	Dec. 31, 2012
Other current assets
Prepayments and accrued income	$ 82	$ 61
Income tax receivable	34	50
Derivatives	9	14
Debt issuance costs	3	3
Deferred compensation plan asset current	24	12
Other receivables	43	41
Total other current assets	195	181
Other non-current assets
Deferred compensation plan assets	80	97
Derivatives	8	17
Prepayments and accrued income	18	24
Debt issuance costs	16	12
Other receivables	65	56
Total other non-current assets	187	206
Total other assets	$ 382	$ 387

OTHER LIABILITIES (Details) (USD $) In Millions, unless otherwise specified	Sep. 30, 2013	Dec. 31, 2012
Other current liabilities
Accounts payable	$ 134	$ 88
Accrued dividends payable	50	47
Other taxes payable	51	44
Accrued interest payable	7	34
Derivatives	1	0
Deferred Compensation Liability, Current	24	12
Other payables	114	102
Total other current liabilities	381	327
Other non-current liabilities
Incentives from lessors	176	173
Deferred compensation plan liability	80	101
Capital lease obligation	24	28
Other payables	73	73
Total other non-current liabilities	353	375
Total other liabilities	$ 734	$ 702

DEBT (Short term debt and current portion of long-term debt) (Details) (USD $) In Millions, unless otherwise specified			9 Months Ended
	Sep. 30, 2013	Dec. 31, 2012	Sep. 30, 2013 Seven Year Term Loan Facility [Member]	Dec. 31, 2012 Term Loan Facility Expires 2016 [Member]	Sep. 30, 2013 Revolving Credit Facility Three [Member]	Dec. 31, 2012 Revolving Credit Facility Three [Member]
Short-term Debt [Line Items]
Current portion of 7-year term loan facility expires 2016			$ 15	$ 15
Revolving credit facility outstanding balance at balance sheet date					2	0
Short-term debt and current portion of long-term debt	$ 17	$ 15
Maturity Period Of Term Loan			7 years

DEBT (Long-term debt) (Details) (USD $) In Millions, unless otherwise specified																												9 Months Ended
	Sep. 30, 2013	Dec. 31, 2012	Sep. 30, 2013 Term Loan Facility Expires Twenty Fifteen [Member]	Dec. 31, 2012 Term Loan Facility Expires Twenty Fifteen [Member]	Sep. 30, 2013 Four Point Six Two Five Senior Notes Due Two Thousand Twenty Three [Member]	Aug. 15, 2013 Four Point Six Two Five Senior Notes Due Two Thousand Twenty Three [Member]	Dec. 31, 2012 Four Point Six Two Five Senior Notes Due Two Thousand Twenty Three [Member]	Sep. 30, 2013 Revolving Credit Facility [Member]	Dec. 31, 2012 Revolving Credit Facility [Member]	Sep. 30, 2013 Seven Year Term Loan Facility [Member]	Dec. 31, 2012 Seven Year Term Loan Facility [Member]	Sep. 30, 2013 Six Point One Two Five Senior Notes Due Two Thousand Forty Three [Member]	Aug. 15, 2013 Six Point One Two Five Senior Notes Due Two Thousand Forty Three [Member]	Dec. 31, 2012 Six Point One Two Five Senior Notes Due Two Thousand Forty Three [Member]	Sep. 30, 2013 Five Point Six Two Five Senior Notes Due Two Thousand Fifteen [Member]	Sep. 30, 2013 Five Point Seven Five Zero Senior Notes Due Two Thousand Twenty One [Member]	Dec. 31, 2012 Five Point Seven Five Zero Senior Notes Due Two Thousand Twenty One [Member]	Sep. 30, 2013 Seven Percentage Senior Notes Due Two Thousand Nineteen [Member]	Dec. 31, 2012 Seven Percentage Senior Notes Due Two Thousand Nineteen [Member]	Sep. 30, 2013 Six Point Two Percentage Senior Notes Due Two Thousand Seventeen [Member]	Dec. 31, 2012 Six Point Two Percentage Senior Notes Due Two Thousand Seventeen [Member]	Sep. 30, 2013 Four Point One Two Five Percent Senior Notes Due Two Thousand Sixteen [Member]	Dec. 31, 2012 Four Point One Two Five Percent Senior Notes Due Two Thousand Sixteen [Member]	Sep. 30, 2013 Fair Value Adjustment On Five Point Six Two Five Percentage Senior Notes Due Two Thousand Fifteen [Member]	Dec. 31, 2012 Fair Value Adjustment On Five Point Six Two Five Percentage Senior Notes Due Two Thousand Fifteen [Member]	Sep. 30, 2013 Five Point Six Two Five Percent Senior Notes Due Two Thousand Fifteen [Member]	Dec. 31, 2012 Five Point Six Two Five Percent Senior Notes Due Two Thousand Fifteen [Member]	Sep. 30, 2013 Revolving Credit Facility [Member]	Jul. 22, 2013 Revolving Credit Facility [Member]
Debt Instrument [Line Items]
Long term debt			$ 1	$ 1						$ 263	$ 274
Revolving credit facility																												0
Senior Notes, Noncurrent					249	250	0					273	275	0		496	496	187	300	394	600	299	299	5	18	148	350
Revolving credit facilities available								800	500																			800	500
Long-term debt, Total	$ 2,315	$ 2,338
Percentage of loan notes					4.625%							6.125%			4.625%	5.75%	5.75%	7.00%	7.00%	6.20%	6.20%	4.125%	4.125%	5.625%	5.625%	5.625%	5.625%
Debt Instrument, Maturity Date																												Jul. 23, 2018
Debt Instrument, Interest Rate, Effective Percentage					4.696%							6.154%

DEBT (Additional Information) (Details) (USD $) In Millions, unless otherwise specified	3 Months Ended		9 Months Ended		0 Months Ended	9 Months Ended									9 Months Ended		3 Months Ended		3 Months Ended		3 Months Ended				9 Months Ended
	Sep. 30, 2013	Sep. 30, 2012	Sep. 30, 2013	Sep. 30, 2012	Jul. 22, 2013 Seven Year Term Loan Facility [Member]	Sep. 30, 2013 Seven Year Term Loan Facility [Member]	Sep. 30, 2013 Revolving Credit Facility [Member]	Jul. 22, 2013 Revolving Credit Facility [Member]	Sep. 30, 2013 Four Point Six Two Five Senior Notes Due Two Thousand Twenty Three [Member]	Aug. 15, 2013 Four Point Six Two Five Senior Notes Due Two Thousand Twenty Three [Member]	Dec. 31, 2012 Four Point Six Two Five Senior Notes Due Two Thousand Twenty Three [Member]	Sep. 30, 2013 Six Point One Two Five Senior Notes Due Two Thousand Forty Three [Member]	Aug. 15, 2013 Six Point One Two Five Senior Notes Due Two Thousand Forty Three [Member]	Dec. 31, 2012 Six Point One Two Five Senior Notes Due Two Thousand Forty Three [Member]	Sep. 30, 2013 Seven Year Term Loan Facility [Member]	Dec. 31, 2012 Seven Year Term Loan Facility [Member]	Sep. 30, 2013 Five Point Six Two Five Percent Senior Notes Due Two Thousand Fifteen [Member]	Dec. 31, 2012 Five Point Six Two Five Percent Senior Notes Due Two Thousand Fifteen [Member]	Sep. 30, 2013 Six Point Two Percentage Senior Notes Due Two Thousand Seventeen [Member]	Dec. 31, 2012 Six Point Two Percentage Senior Notes Due Two Thousand Seventeen [Member]	Sep. 30, 2013 Seven Percent Senior Notes Due Two Thousand Nineteen [Member]	Sep. 30, 2013 Seven Percentage Senior Notes Due Two Thousand Nineteen [Member]	Dec. 31, 2012 Seven Percentage Senior Notes Due Two Thousand Nineteen [Member]	Sep. 30, 2013 Seven Year Term Loan Facility [Member]	Sep. 30, 2013 Interest Rate Swaps [Member]	Sep. 30, 2012 Interest Rate Swaps [Member]
Debt Instrument [Line Items]
Debt 5-year term loan															$ 263	$ 274
Revolving credit facilities available							800	500
Principal amount of specific notes tendered and accepted for purchase	525		525
Early Repayment of Senior Debt																	202		206		113
Final repayment for credit facility						186
Line of Credit Facility, Interest Rate Description							LIBOR plus 1.50%								LIBOR plus 1.50%
Facility expiration date					Dec. 16, 2016	Jul. 23, 2018	Jul. 23, 2018
Revolving credit facility outstanding balance at balance sheet date							0
Outstanding Term Loan Facility Balance						278																		300
Senior Notes, Noncurrent									249	250	0	273	275	0			148	350	394	600		187	300
Debt Instrument, Interest Rate, Stated Percentage									4.625%			6.125%					5.625%	5.625%	6.20%	6.20%		7.00%	7.00%
Debt Instrument, Interest Rate, Effective Percentage									4.696%			6.154%
Gains (Losses) on Extinguishment of Debt	60	0	60	0
Payments of Debt Extinguishment Costs	65		65	0
Write off of Deferred Debt Issuance Cost			2	0
Write down of the fair value adjustment to the carrying value of senior notes in connection with interest rate swap																									$ 7	$ 0

SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION (Details) (USD $) In Millions, unless otherwise specified	9 Months Ended
	Sep. 30, 2013	Sep. 30, 2012
Supplemental Cash Flow Information [Abstract]
Cash payments for income taxes, net	$ 36	$ 43
Cash payments for interest	115	117
Write off of Deferred Debt Issuance Cost	(2)	0
Fair value of assets acquired, net of cash acquired	46	0
Less: Fair value of liabilities assumed	(30)	0
Net assets acquired, net of cash acquired	16	0
Interest Rate Swaps [Member]
Supplemental Cash Flow Information [Abstract]
Write down of the fair value adjustment to the carrying value of senior notes in connection with interest rate swap	$ 7	$ 0

The fair value of assets acquired in noncash investing or financing activities.

+ References+ Details

The amount of cash paid during the current period to foreign, federal, state, and local authorities as taxes on income, net of any cash received during the current period as refunds for the overpayment of taxes.

+ References+ Details

The amount of cash paid for interest during the period net of cash paid for interest that is capitalized.

+ References+ Details

Derivative Instruments, Gain (Loss) Reclassified from Accumulated OCI into Income, Effective Portion, Net

The fair value of liabilities assumed in noncash investing or financing activities.

+ References+ Details

COMPREHENSIVE INCOME (Components of OCI) (Details) (USD $) In Millions, unless otherwise specified	3 Months Ended		9 Months Ended
	Sep. 30, 2013	Sep. 30, 2012	Sep. 30, 2013	Sep. 30, 2012
Other Comprehensive Income (Loss), Foreign Currency Transaction and Translation Adjustment, before Tax	$ 82	$ 35
Tax on Foreign Currency Translation Adjustment	0	0	0	0
Other Comprehensive Income (Loss), Foreign Currency Transaction and Translation Adjustment, Net of Tax	82	35	(7)	21
Foreign Currency Translation on Pension Funding Adjustments, Before Tax	(51)	(19)	3	(27)
Tax on Foreign Currency Translation on Pension Funding Adjustments	14	5	(1)	7
Foreign Currency Translation on Pension Funding Adjustments, Net of Tax	(37)	(14)	2	(20)
Amortization of unrecognized actuarial loss	14	11	41	35
Tax on amortization of unrecognized actuarial loss	(3)	(2)	(8)	(9)
Amortization of unrecognized actuarial loss, Net of tax	11	9	33	26
Amortization of unrecognized prior service gain, before Tax	(1)	(1)	(4)	(4)
Tax on Amortization of unrecognized prior service gain	0	0	1	1
Amortization of unrecognized prior service gain, Net of Tax	(1)	(1)	(3)	(3)
Total Pension and Other Postretirement Benefit Plans, Adjustment, before Tax	(38)	(9)	40	4
Pension and Other Postretirement Benefit Plans, Tax	11	3	(8)	(1)
Pension and Other Postretirement Benefit Plans, Adjustment, Net of Tax	(27)	(6)	32	3
Unrealized Gain (Loss) on Derivatives Arising During Period, Net of Tax			21
Reclassification Adjustment on Derivatives Included in Net Income, Net of Tax	(1)	(2)	(4)	(4)
Derivatives Qualifying as Hedges, before Tax	23	(2)	21	5
Derivatives Qualifying as Hedges, Tax	(5)	0	(4)	(2)
Derivatives Qualifying as Hedges, Net of Tax	18	(2)	17	3
Other Comprehensive Income (Loss), before Tax	67	24	54	30
Other comprehensive income, Tax	6	3	(12)	(3)
Other Comprehensive Income (Loss), Net of Tax	73	27	42	27
Other Comprehensive Income (Loss), before Tax, Portion Attributable to Noncontrolling Interest	(1)	0	0	0
Other Comprehensive Income (Loss), Tax, Portion Attributable to Noncontrolling Interest	0	0	0	0
Other Comprehensive Income (Loss), Net of Tax, Portion Attributable to Noncontrolling Interest	(1)	0	0	0
Other Comprehensive Income (Loss), before Tax, Portion Attributable to Parent	66	24	54	30
Other Comprehensive Income (Loss), Tax, Portion Attributable to Parent	6	3	(12)	(3)
Other Comprehensive Income (Loss), Net of Tax, Portion Attributable to Parent	72	27	42	27
Foreign Exchange Forward [Member]
Unrealized Gain (Loss) on Derivatives Arising During Period, before Tax	21	0	7	7
Net gain (loss) on derivative instruments, tax	(4)	0	(1)	(2)
Unrealized Gain (Loss) on Derivatives Arising During Period, Net of Tax	17	0	6	5
Reclassification Adjustment on Derivatives Included in Net Income, before Tax			(1)	0
Reclassification Adjustment on Derivatives Included in Net Income, Tax			0	0
Reclassification Adjustment on Derivatives Included in Net Income, Net of Tax			(1)	0
Interest Rate Swaps [Member]
Unrealized Gain (Loss) on Derivatives Arising During Period, before Tax			0	3
Net gain (loss) on derivative instruments, tax			0	(1)
Unrealized Gain (Loss) on Derivatives Arising During Period, Net of Tax			0	2
Reclassification Adjustment on Derivatives Included in Net Income, before Tax	(1)	(2)	(4)	(5)
Reclassification Adjustment on Derivatives Included in Net Income, Tax	0	0	1	1
Reclassification Adjustment on Derivatives Included in Net Income, Net of Tax	(1)	(2)	(3)	(4)
Treasury Lock [Member]
Unrealized Gain (Loss) on Derivatives Arising During Period, before Tax	3	0	19	0
Net gain (loss) on derivative instruments, tax	(1)	0	(4)	0
Unrealized Gain (Loss) on Derivatives Arising During Period, Net of Tax	$ 2	$ 0	$ 15	$ 0

COMPREHENSIVE INCOME (Components of AOCI) (Details) (USD $) In Millions, unless otherwise specified	3 Months Ended		9 Months Ended
	Sep. 30, 2013	Sep. 30, 2012	Sep. 30, 2013	Sep. 30, 2012	Dec. 31, 2012
Comprehensive Income (Loss), Net of Tax, Including Portion Attributable to Noncontrolling Interest [Abstract]
Foreign Currency Translation Adjustment in AOCI, Net of Tax	$ (41)		$ (41)		$ (34)
Pension and Other Postretirement Benefit Plans in AOCI, Net of Tax	(799)		(799)		(831)
Net unrealized gain on derivative instruments	32		32		15
Accumulated other comprehensive loss, attributable to Willis Group Holdings, net of tax	(808)		(808)		(850)
Foreign Currency Transaction and Translation Gain (Loss) IN AOCI Arising During Period, Net of Tax			(7)
Pension and Other Postretirement Benefit Plans, Adjustment in AOCI, before Reclassification Adjustments, Net of Tax			2
Unrealized Gain (Loss) on Derivatives in AOCI Arising During Period, Net of Tax			21
Other Comprehensive Income (Loss), Before Reclassification Adjustments, Net of Tax			16
Reclassification Adjustment on Foreign Currency Transaction and Translation Gain Loss Included in Net Income, Net of Tax			0
Reclassification, Pension and Other Postretirement Benefit Plans, Net Gain (Loss) Recognized in Net Periodic Benefit Cost, Net of Tax	10	8	30	23
Reclassification Adjustment on Derivatives Included in Net Income, Net of Tax	(1)	(2)	(4)	(4)
Other Comprehensive Income (Loss), Total Reclassification Adjustment on in Net Income, Net of Tax	9	6	26	19
Pension and Other Postretirement Benefit Plans, Adjustment, Net of Tax	27	6	(32)	(3)
Derivatives Qualifying as Hedges, Net of Tax	18	(2)	17	3
Other Comprehensive Income (Loss), Net of Tax, Portion Attributable to Parent	$ 72	$ 27	$ 42	$ 27

COMPREHENSIVE INCOME (Reclassifications from OCI) (Details) (USD $)
In Millions, unless otherwise specified

3 Months Ended

9 Months Ended

Sep. 30, 2013

Sep. 30, 2012

Sep. 30, 2013

Sep. 30, 2012

$ (1)

^[1]

$ (2)

^[1]

$ (5)

^[1]

$ (5)

^[1]

Other Comprehensive Income (Loss), Tax, Portion Attributable to Parent

(12)

(3)

Reclassification, Pension and Other Postretirement Benefit Plans, Net Gain (Loss) Recognized in Net Periodic Benefit Cost, Net of Tax

Reclassification Adjustment on Derivatives Included in Net Income, Net of Tax

(1)

(2)

(4)

Other Comprehensive Income (Loss), Pension and Other Postretirement Benefit Plans, Net Prior Service Cost Arising During Period, before Tax

(1)

(4)

Other Comprehensive Income (Loss), Total Reclassification Adjustment on in Net Income, Net of Tax

Pension, Total Reclassification from Other Comprehensive Income (Loss) into Net Income

Other Comprehensive Income (Loss), Total Reclassification Adjustment on in Net Income, Net of Tax

Derivative [Member]

Other Comprehensive Income (Loss), Tax, Portion Attributable to Parent

Interest Rate Swaps [Member]

Reclassification Adjustment on Derivatives Included in Net Income, Net of Tax

(1)

(2)

(3)

(4)

Investment Income [Member] | Interest Rate Swaps [Member]

Derivative Instruments, Gain (Loss) Reclassified from Accumulated OCI into Income, Effective Portion, Net

(1)

^[1]

(2)

^[1]

(4)

^[1]

(5)

^[1]

Other Operating Expenses [Member] | Forward Exchange Contracts [Member]

Derivative Instruments, Gain (Loss) Reclassified from Accumulated OCI into Income, Effective Portion, Net

^[1]

(1)

^[1]

Interest Expense [Member] | Interest Rate Swaps [Member]

Derivative Instruments, Gain (Loss) Reclassified from Accumulated OCI into Income, Effective Portion, Net

Cash Flow Hedges [Member]

Derivative Instruments, Gain (Loss) Reclassified from Accumulated OCI into Income, Effective Portion, Net

(1)

(2)

(5)

Cash Flow Hedges [Member] | Investment Income [Member] | Interest Rate Swaps [Member]

Derivative Instruments, Gain (Loss) Reclassified from Accumulated OCI into Income, Effective Portion, Net

(1)

(2)

(4)

(5)

Cash Flow Hedges [Member] | Other Operating Expenses [Member] | Forward Exchange Contracts [Member]

Derivative Instruments, Gain (Loss) Reclassified from Accumulated OCI into Income, Effective Portion, Net

(1)

Pensions [Member]

Other Comprehensive Income (Loss), Tax, Portion Attributable to Parent

$ (3)

$ (2)

$ (7)

$ (8)

[1]	Other Comprehensive Income

The effective portion of net gain (loss) reclassified from accumulated other comprehensive income into income on derivative instruments designated and qualifying as hedging instruments.

+ References+ Details

Before tax amount of the benefit improvement costs resulting from a plan amendment that occurred that has not been recognized in net periodic benefit cost.

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher FASB

-Name Accounting Standards Codification

-Topic 220

-SubTopic 10

-Section 45

-Paragraph 11

-URI http://asc.fasb.org/extlink&oid=20435746&loc=d3e637-108580

Reference 2: http://www.xbrl.org/2003/role/presentationRef

-Publisher FASB

-Name Accounting Standards Codification

-Topic 715

-SubTopic 20

-Section 50

-Paragraph 1

-Subparagraph (i)

-URI http://asc.fasb.org/extlink&oid=21915506&loc=d3e1928-114920

Reference 3: http://www.xbrl.org/2003/role/presentationRef

-Publisher FASB

-Name Statement of Financial Accounting Standard (FAS)

-Number 132R

-Paragraph 5

-Subparagraph i

-LegacyDoc This reference is SUPERSEDED by the Accounting Standards Codification effective for interim and annual periods ending after September 15, 2009. This reference is included to help users transition from the previous accounting hierarchy and will be removed from future versions of this taxonomy.

Reference 4: http://www.xbrl.org/2003/role/presentationRef

-Publisher AICPA

-Name Accounting Research Bulletin (ARB)

-Number 51

-Paragraph 38

-Subparagraph c(3)

-LegacyDoc This reference is SUPERSEDED by the Accounting Standards Codification effective for interim and annual periods ending after September 15, 2009. This reference is included to help users transition from the previous accounting hierarchy and will be removed from future versions of this taxonomy.

Reference 5: http://www.xbrl.org/2003/role/presentationRef

-Publisher FASB

-Name Accounting Standards Codification

-Topic 220

-SubTopic 10

-Section 45

-Paragraph 10A

-Subparagraph (j)

-URI http://asc.fasb.org/extlink&oid=20435746&loc=SL7669646-108580

Reference 6: http://www.xbrl.org/2003/role/presentationRef

-Publisher FASB

-Name Statement of Financial Accounting Standard (FAS)

-Number 158

-Paragraph 7

-Subparagraph a

-LegacyDoc This reference is SUPERSEDED by the Accounting Standards Codification effective for interim and annual periods ending after September 15, 2009. This reference is included to help users transition from the previous accounting hierarchy and will be removed from future versions of this taxonomy.

Reference 7: http://www.xbrl.org/2003/role/presentationRef

-Publisher FASB

-Name Statement of Financial Accounting Standard (FAS)

-Number 130

-Paragraph 17, 19, 24

-LegacyDoc This reference is SUPERSEDED by the Accounting Standards Codification effective for interim and annual periods ending after September 15, 2009. This reference is included to help users transition from the previous accounting hierarchy and will be removed from future versions of this taxonomy.

Reference 8: http://www.xbrl.org/2003/role/presentationRef

-Publisher FASB

-Name Statement of Financial Accounting Standard (FAS)

-Number 158

-Paragraph 4

-Subparagraph c, d

-LegacyDoc This reference is SUPERSEDED by the Accounting Standards Codification effective for interim and annual periods ending after September 15, 2009. This reference is included to help users transition from the previous accounting hierarchy and will be removed from future versions of this taxonomy.

Reference 9: http://www.xbrl.org/2003/role/presentationRef

-Publisher FASB

-Name Statement of Financial Accounting Standard (FAS)

-Number 87

-Paragraph 37

-LegacyDoc This reference is SUPERSEDED by the Accounting Standards Codification effective for interim and annual periods ending after September 15, 2009. This reference is included to help users transition from the previous accounting hierarchy and will be removed from future versions of this taxonomy.

+ Details

Net of tax amount of the income statement impact of the reclassification adjustment of accumulated gain (loss) from derivative instruments designated and qualifying as the effective portion of cash flow hedges realized in net income. Also includes reclassification adjustments of an entity's share of an equity investee's deferred hedging gain (loss) realized in net income.

Balance, beginning of period

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher FASB

-Name Accounting Standards Codification

-Topic 220

-SubTopic 10

-Section 45

-Paragraph 11

-URI http://asc.fasb.org/extlink&oid=20435746&loc=d3e637-108580

Reference 2: http://www.xbrl.org/2003/role/presentationRef

-Publisher FASB

-Name Accounting Standards Codification

-Topic 815

-SubTopic 10

-Section 50

-Paragraph 4C

-Subparagraph (c)

-URI http://asc.fasb.org/extlink&oid=7476318&loc=SL5624171-113959

Reference 3: http://www.xbrl.org/2003/role/presentationRef

-Publisher AICPA

-Name Accounting Research Bulletin (ARB)

-Number 51

-Paragraph 38

-Subparagraph c(3)

-LegacyDoc This reference is SUPERSEDED by the Accounting Standards Codification effective for interim and annual periods ending after September 15, 2009. This reference is included to help users transition from the previous accounting hierarchy and will be removed from future versions of this taxonomy.

Reference 4: http://www.xbrl.org/2003/role/presentationRef

-Publisher FASB

-Name Accounting Standards Codification

-Topic 220

-SubTopic 10

-Section 45

-Paragraph 15

-URI http://asc.fasb.org/extlink&oid=20435746&loc=d3e689-108580

Reference 5: http://www.xbrl.org/2003/role/presentationRef

-Publisher FASB

-Name Accounting Standards Codification

-Glossary Reclassification Adjustments

-URI http://asc.fasb.org/extlink&oid=6522872

Reference 6: http://www.xbrl.org/2003/role/presentationRef

-Publisher FASB

-Name Statement of Financial Accounting Standard (FAS)

-Number 130

-Paragraph 18, 19

-LegacyDoc This reference is SUPERSEDED by the Accounting Standards Codification effective for interim and annual periods ending after September 15, 2009. This reference is included to help users transition from the previous accounting hierarchy and will be removed from future versions of this taxonomy.

Reference 7: http://www.xbrl.org/2003/role/presentationRef

-Publisher FASB

-Name Statement of Financial Accounting Standard (FAS)

-Number 130

-Paragraph 24

-Subparagraph b

-LegacyDoc This reference is SUPERSEDED by the Accounting Standards Codification effective for interim and annual periods ending after September 15, 2009. This reference is included to help users transition from the previous accounting hierarchy and will be removed from future versions of this taxonomy.

Reference 8: http://www.xbrl.org/2003/role/presentationRef

-Publisher FASB

-Name Statement of Financial Accounting Standard (FAS)

-Number 133

-Paragraph 31, 46

-LegacyDoc This reference is SUPERSEDED by the Accounting Standards Codification effective for interim and annual periods ending after September 15, 2009. This reference is included to help users transition from the previous accounting hierarchy and will be removed from future versions of this taxonomy.

+ Details

EQUITY AND NONCONTROLLING INTERESTS (Components of Equity) (Details) (USD $)
In Millions, except Share data, unless otherwise specified

3 Months Ended

9 Months Ended

Sep. 30, 2013

Sep. 30, 2012

Sep. 30, 2013

Sep. 30, 2012

$ 1,699

Net income attributable to Willis Group Holdings

(27)

297

359

Other Comprehensive Income (Loss), Net of Tax, Portion Attributable to Parent

Comprehensive income

339

386

Dividends

(156)

(152)

Additional paid-in capital

137

Repurchase of shares (i)

^[1]

(100)

^[1]

Additional noncontrolling interests

Purchase of subsidiary shares from noncontrolling interests

(4)

(29)

Balance, end of period

2,024

Balance, beginning of period, noncontrolling interest

Net Income (Loss) Attributable to Noncontrolling Interest

Other comprehensive income, net of tax, portion attributable to noncontrolling interest

Comprehensive income attributable noncontrolling interest

Comprehensive income

345

395

Balance, end of period, noncontrolling interest

Balance, beginning of period, total

1,725

2,517

Net income

(27)

303

368

Other Comprehensive Income (Loss), Net of Tax

Balance, end of period, total

2,047

2,698

2,047

2,698

Shares repurchased

2,796,546

Shares repurchased, average price

$ 35.87

Noncontrolling interests

Dividends

(9)

(11)

Additional paid-in capital

Repurchase of shares (i)

^[1]

Additional noncontrolling interests

Purchase of subsidiary shares from noncontrolling interests

(6)

Balance, beginning of period, noncontrolling interest

Net Income (Loss) Attributable to Noncontrolling Interest

Other comprehensive income, net of tax, portion attributable to noncontrolling interest

Comprehensive income attributable noncontrolling interest

Balance, end of period, noncontrolling interest

Willis Group Holdings stockholders

Balance, beginning of period

1,699

2,486

Net income attributable to Willis Group Holdings

297

359

Other Comprehensive Income (Loss), Net of Tax, Portion Attributable to Parent

Comprehensive income

339

386

Dividends

(147)

(141)

Additional paid-in capital

137

Repurchase of shares (i)

^[1]

(100)

^[1]

Additional noncontrolling interests

Purchase of subsidiary shares from noncontrolling interests

(4)

(23)

Balance, end of period

$ 2,024

$ 2,674

$ 2,024

$ 2,674

[1]	Based on settlement date we repurchased 2,796,546 shares at an average price of $35.87 in the nine months ended September 30, 2012.

EQUITY AND NONCONTROLLING INTERESTS (Effects of Changes in Ownership Interest in Subsidiaries) (Details) (USD $) In Millions, unless otherwise specified	3 Months Ended		9 Months Ended
	Sep. 30, 2013	Sep. 30, 2012	Sep. 30, 2013	Sep. 30, 2012
Stockholders' Equity Note [Abstract]
Net income attributable to Willis Group Holdings	$ (27)	$ 26	$ 297	$ 359
Decrease in Willis Group Holdings paid-in capital for purchase of noncontrolling interests			(4)	(23)
Increase in Willis Group Holdings paid-in capital for sale of noncontrolling interests			0	2
Net transfers to noncontrolling interests			(4)	(21)
Change from net income attributable to Willis Group Holdings and transfers from noncontrolling interests			$ 293	$ 338

This element represents the total net income attributable to the parent for the period and the effect of net changes during the period impacting the parent's ownership interest in a subsidiary as it relates to the total (consolidated) equity attributable to the parent. The changes to the parent's ownership interest in a subsidiary represented by this element did not result in a deconsolidation of the subsidiary from the consolidated financial statements.

+ References+ Details

The increase (decrease) during the period impacting the parent's ownership interest in a subsidiary as it relates to the total (consolidated) equity attributable to the parent. The changes to the parent's ownership interest in a subsidiary represented by this element did not arise in a deconsolidation of the subsidiary from the consolidated financial statements.

+ References+ Details

Represents the purchase by the parent of an additional equity interest in a subsidiary during the period, thereby effecting a change in total (consolidated) equity attributable to the parent. The purchase of the additional equity interest represented by this element increases the parent's controlling interest in the subsidiary.

+ References+ Details

Represents a sale by the parent of a portion of its equity interest in a subsidiary during the period, thereby effecting a change in total (consolidated) equity attributable to the parent. The sale of the equity interest represented by this element does not result in a loss of control by the parent.

+ References+ Details

The portion of profit or loss for the period, net of income taxes, which is attributable to the parent.

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher FASB

-Name Statement of Financial Accounting Standard (FAS)

-Number 95

-Paragraph 28, 29, 30

-LegacyDoc This reference is SUPERSEDED by the Accounting Standards Codification effective for interim and annual periods ending after September 15, 2009. This reference is included to help users transition from the previous accounting hierarchy and will be removed from future versions of this taxonomy.

Reference 2: http://www.xbrl.org/2003/role/presentationRef

-Publisher FASB

-Name Accounting Standards Codification

-Topic 225

-SubTopic 10

-Section S99

-Paragraph 2

-Subparagraph (SX 210.5-03.18)

-URI http://asc.fasb.org/extlink&oid=6880815&loc=d3e20235-122688

Reference 3: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Regulation S-X (SX)

-Number 210

-Section 04

-Paragraph 20

-Article 9

Reference 4: http://www.xbrl.org/2003/role/presentationRef

-Publisher FASB

-Name Accounting Standards Codification

-Topic 944

-SubTopic 225

-Section S99

-Paragraph 1

-Subparagraph (SX 210.7-04.22)

-URI http://asc.fasb.org/extlink&oid=6879464&loc=d3e573970-122913

Reference 5: http://www.xbrl.org/2003/role/presentationRef

-Publisher FASB

-Name Statement of Financial Accounting Standard (FAS)

-Number 130

-Paragraph 10, 15

-LegacyDoc This reference is SUPERSEDED by the Accounting Standards Codification effective for interim and annual periods ending after September 15, 2009. This reference is included to help users transition from the previous accounting hierarchy and will be removed from future versions of this taxonomy.

Reference 6: http://www.xbrl.org/2003/role/presentationRef

-Publisher FASB

-Name Accounting Standards Codification

-Topic 220

-SubTopic 10

-Section 45

-Paragraph 6

-URI http://asc.fasb.org/extlink&oid=20435746&loc=d3e565-108580

Reference 7: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Regulation S-X (SX)

-Number 210

-Section 03

-Paragraph 19

-Article 5

Reference 8: http://www.xbrl.org/2003/role/presentationRef

-Publisher FASB

-Name Accounting Standards Codification

-Topic 230

-SubTopic 10

-Section 45

-Paragraph 28

-URI http://asc.fasb.org/extlink&oid=6943989&loc=d3e3602-108585

Reference 9: http://www.xbrl.org/2003/role/presentationRef

-Publisher FASB

-Name Accounting Standards Codification

-Glossary Other Comprehensive Income

-URI http://asc.fasb.org/extlink&oid=6519514

Reference 10: http://www.xbrl.org/2003/role/presentationRef

-Publisher FASB

-Name Accounting Standards Codification

-Glossary Net Income

-URI http://asc.fasb.org/extlink&oid=6518256

Reference 11: http://www.xbrl.org/2003/role/presentationRef

-Publisher AICPA

-Name Accounting Research Bulletin (ARB)

-Number 51

-Paragraph 38

-Subparagraph a

-LegacyDoc This reference is SUPERSEDED by the Accounting Standards Codification effective for interim and annual periods ending after September 15, 2009. This reference is included to help users transition from the previous accounting hierarchy and will be removed from future versions of this taxonomy.

Reference 12: http://www.xbrl.org/2003/role/presentationRef

-Publisher AICPA

-Name Accounting Research Bulletin (ARB)

-Number 51

-Paragraph A7

-Appendix A

Reference 13: http://www.xbrl.org/2003/role/presentationRef

-Publisher AICPA

-Name Accounting Research Bulletin (ARB)

-Number 51

-Paragraph 38

-Subparagraph d

-LegacyDoc This reference is SUPERSEDED by the Accounting Standards Codification effective for interim and annual periods ending after September 15, 2009. This reference is included to help users transition from the previous accounting hierarchy and will be removed from future versions of this taxonomy.

Reference 14: http://www.xbrl.org/2003/role/presentationRef

-Publisher FASB

-Name Accounting Standards Codification

-Topic 260

-SubTopic 10

-Section 50

-Paragraph 1

-URI http://asc.fasb.org/extlink&oid=6371337&loc=d3e3550-109257

Reference 15: http://www.xbrl.org/2003/role/presentationRef

-Publisher FASB

-Name Accounting Standards Codification

-Topic 944

-SubTopic 225

-Section S99

-Paragraph 1

-Subparagraph (SX 210.7-04.19)

-URI http://asc.fasb.org/extlink&oid=6879464&loc=d3e573970-122913

Reference 16: http://www.xbrl.org/2003/role/presentationRef

-Publisher FASB

-Name Emerging Issues Task Force (EITF)

-Number 87-21

-LegacyDoc This reference is SUPERSEDED by the Accounting Standards Codification effective for interim and annual periods ending after September 15, 2009. This reference is included to help users transition from the previous accounting hierarchy and will be removed from future versions of this taxonomy.

+ Details

SEGMENT INFORMATION (Information Regarding Company's Segments) (Details) (USD $)
In Millions, unless otherwise specified

3 Months Ended

9 Months Ended

Sep. 30, 2013

Sep. 30, 2012

Sep. 30, 2013

Sep. 30, 2012

$ 791

$ 749

$ 2,722

$ 2,591

795

754

2,736

2,609

110

103

533

566

(1)

(2)

Global

250

235

938

887

251

235

941

890

313

325

North America

328

315

1,024

975

329

318

1,029

982

203

183

International

213

199

760

729

215

201

766

737

(9)

104

112

(1)

(2)

Total Retail

541

514

1,784

1,704

544

519

1,795

1,719

307

295

(1)

(2)

Total Segments

791

749

2,722

2,591

795

754

2,736

2,609

620

(1)

(2)

Corporate [Member]

^[1]

^[1]

^[1]

^[1]

^[1]

(9)

^[1]

(26)

^[1]

(87)

^[1]

(54)

^[1]

$ 0

^[1]

$ 0

^[1]

$ 0

^[1]

$ 0

^[1]

[1]	See the following table for an analysis of the ‘Corporate and Other’ line.

The current period expense charged against earnings on long-lived, physical assets not used in production, and which are not intended for resale, to allocate or recognize the cost of such assets over their useful lives; or to record the reduction in book value of an intangible asset over the benefit period of such asset; or to reflect consumption during the period of an asset that is not used in production.

+ References+ Details

This item represents the entity's proportionate share for the period of the net income (loss) of its investee (such as unconsolidated subsidiaries and joint ventures) to which the equity method of accounting is applied. This item includes income or expense related to stock-based compensation based on the investor's grant of stock to employees of an equity method investee.

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher FASB

-Name Statement of Financial Accounting Standard (FAS)

-Number 95

-Paragraph 28

-LegacyDoc This reference is SUPERSEDED by the Accounting Standards Codification effective for interim and annual periods ending after September 15, 2009. This reference is included to help users transition from the previous accounting hierarchy and will be removed from future versions of this taxonomy.

Reference 2: http://www.xbrl.org/2003/role/presentationRef

-Publisher FASB

-Name Accounting Standards Codification

-Topic 230

-SubTopic 10

-Section 45

-Paragraph 28

-Subparagraph (b)

-URI http://asc.fasb.org/extlink&oid=6943989&loc=d3e3602-108585

Reference 3: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Regulation S-X (SX)

-Number 210

-Section 03

-Paragraph 9

-Article 5

Reference 4: http://www.xbrl.org/2003/role/presentationRef

-Publisher AICPA

-Name Accounting Principles Board Opinion (APB)

-Number 18

-Paragraph 6

-Subparagraph b

-LegacyDoc This reference is SUPERSEDED by the Accounting Standards Codification effective for interim and annual periods ending after September 15, 2009. This reference is included to help users transition from the previous accounting hierarchy and will be removed from future versions of this taxonomy.

Reference 5: http://www.xbrl.org/2003/role/presentationRef

-Publisher FASB

-Name Accounting Standards Codification

-Topic 323

-SubTopic 10

-Section 45

-Paragraph 1

-URI http://asc.fasb.org/extlink&oid=16385135&loc=d3e33749-111570

Reference 6: http://www.xbrl.org/2003/role/presentationRef

-Publisher AICPA

-Name Accounting Principles Board Opinion (APB)

-Number 18

-Paragraph 19

-Subparagraph c

-LegacyDoc This reference is SUPERSEDED by the Accounting Standards Codification effective for interim and annual periods ending after September 15, 2009. This reference is included to help users transition from the previous accounting hierarchy and will be removed from future versions of this taxonomy.

Reference 7: http://www.xbrl.org/2003/role/presentationRef

-Publisher FASB

-Name Accounting Standards Codification

-Topic 225

-SubTopic 10

-Section S99

-Paragraph 2

-Subparagraph (SX 210.5-03.12)

-URI http://asc.fasb.org/extlink&oid=6880815&loc=d3e20235-122688

Reference 8: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Regulation S-X (SX)

-Number 210

-Section 04

-Paragraph 11

-Article 7

+ Details

SEGMENT INFORMATION (Corporate and Other Information) (Details) (USD $) In Millions, unless otherwise specified	3 Months Ended		9 Months Ended
	Sep. 30, 2013	Sep. 30, 2012	Sep. 30, 2013	Sep. 30, 2012
Segment Reporting Information [Line Items]
Amortization of intangible assets	$ (14)	$ (14)	$ (42)	$ (44)
Net Gain Loss On Disposal Of Operations	0	(1)	0	(1)
Joint Venture Settlement	0	(11)	0	(11)
Insurance Recoveries			0	5
Fees related to the extinguishment of debt	(1)	0	(1)	0
OPERATING INCOME	75	70	533	566
All Other Segments [Member]
Segment Reporting Information [Line Items]
Amortization of intangible assets	(14)	(14)	(42)	(44)
Foreign exchange hedging	0	1	0	3
Foreign exchange gain on the UK pension plan asset	4	0	5	(1)
Write Off Of Uncollectible Trade Receivable Balance And Associated Legal Costs			0	(13)
Expense reduction initiative			(46)	0
Other	2	(1)	(3)	8
Corporate [Member]
Segment Reporting Information [Line Items]
OPERATING INCOME	$ (9)	$ (26)	$ (87)	$ (54)

SEGMENT INFORMATION (Consolidated Operating Income) (Details) (USD $) In Millions, unless otherwise specified	3 Months Ended		9 Months Ended
	Sep. 30, 2013	Sep. 30, 2012	Sep. 30, 2013	Sep. 30, 2012
Segment Reporting [Abstract]
Total consolidated operating income	$ 75	$ 70	$ 533	$ 566
Gains (Losses) on Extinguishment of Debt	(60)	0	(60)	0
Interest expense	(30)	(32)	(93)	(97)
(Loss) income before income taxes and interest in earnings of associates	$ (15)	$ 38	$ 380	$ 469

Difference between the fair value of payments made and the carrying amount of debt which is extinguished prior to maturity.

+ References+ Details

The cost of borrowed funds accounted for as interest that was charged against earnings during the period.

+ References+ Details

FINANCIAL INFORMATION FOR PARENT GUARANTOR, OTHER GUARANTOR SUBSIDIARIES AND NON-GUARANTOR SUBSIDIARIES (Details) (USD $) In Millions, unless otherwise specified	Aug. 15, 2013	Sep. 29, 2009 Willis North America, Inc. [Member]	Mar. 28, 2007 Willis North America, Inc. [Member]	Jul. 01, 2005 Willis North America, Inc. [Member]
Condensed Financial Statements, Captions [Line Items]
Senior Notes	$ 525
Senior notes, outstanding balance		$ 187	$ 394	$ 148

FINANCIAL INFORMATION FOR PARENT GUARANTOR, OTHER GUARANTOR SUBSIDIARIES AND NON-GUARANTOR SUBSIDIARIES (Statement of Operations) (Details) (USD $) In Millions, unless otherwise specified	3 Months Ended		9 Months Ended
	Sep. 30, 2013	Sep. 30, 2012	Sep. 30, 2013	Sep. 30, 2012
REVENUES
Commissions and fees	$ 791	$ 749	$ 2,722	$ 2,591
Investment income	4	4	11	14
Other income	0	1	3	4
Total revenues	795	754	2,736	2,609
EXPENSES
Salaries and benefits	(541)	(502)	(1,638)	(1,508)
Other operating expenses	(144)	(146)	(455)	(431)
Depreciation expense	(21)	(21)	(68)	(59)
Amortization of intangible assets	(14)	(14)	(42)	(44)
Net Gain Loss On Disposal Of Operations	0	(1)	0	(1)
Total expenses	(720)	(684)	(2,203)	(2,043)
Operating income	75	70	533	566
Investment income from Group undertakings	0	0	0	0
Gains (Losses) on Extinguishment of Debt	(60)	0	(60)	0
Interest expense	(30)	(32)	(93)	(97)
INCOME BEFORE INCOME TAXES AND INTEREST IN EARNINGS OF ASSOCIATES	(15)	38	380	469
Income taxes	(11)	(10)	(88)	(114)
Income Loss From Continuing Operations Before Interest In Earnings Of Associates	(26)	28	292	355
Interest in earnings of associates, net of tax	(1)	(2)	11	12
Income (Loss) from Discontinued Operations, Net of Tax, Attributable to Parent	0	0	0	1
NET (LOSS) INCOME	(27)	26	303	368
Net Income (Loss) Attributable to Noncontrolling Interest	0	0	(6)	(9)
Equity account for subsidiaries	0	0	0	0
Income (Loss) from Continuing Operations, Including Portion Attributable to Noncontrolling Interest	(27)	26	303	367
NET INCOME ATTRIBUTABLE TO WILLIS GROUP HOLDINGS	(27)	26	297	359
Willis Group Holdings
REVENUES
Commissions and fees	0	0	0	0
Investment income	0	0	0	0
Other income	0	0	0	0
Total revenues	0	0	0	0
EXPENSES
Salaries and benefits	0	0	(1)	(1)
Other operating expenses	3	(1)	(2)	(8)
Depreciation expense	0	0	0	0
Amortization of intangible assets	0	0	0	0
Net Gain Loss On Disposal Of Operations	0	0	0	0
Total expenses	3	(1)	(3)	(9)
Operating income	3	(1)	(3)	(9)
Investment income from Group undertakings	0	6	0	6
Gains (Losses) on Extinguishment of Debt	0		0
Interest expense	(11)	(11)	(32)	(32)
INCOME BEFORE INCOME TAXES AND INTEREST IN EARNINGS OF ASSOCIATES	(8)	(6)	(35)	(35)
Income taxes	0	(6)	0	1
Income Loss From Continuing Operations Before Interest In Earnings Of Associates	(8)	(12)	(35)	(34)
Interest in earnings of associates, net of tax	0	0	0	0
Income (Loss) from Discontinued Operations, Net of Tax, Attributable to Parent		0		0
NET (LOSS) INCOME	(27)	26	297	359
Net Income (Loss) Attributable to Noncontrolling Interest	0	0	0	0
Equity account for subsidiaries	(19)	38	332	393
Income (Loss) from Continuing Operations, Including Portion Attributable to Noncontrolling Interest	(27)	26		359
NET INCOME ATTRIBUTABLE TO WILLIS GROUP HOLDINGS	(27)	26	297	359
The Other Guarantors
REVENUES
Commissions and fees	0	0	0	0
Investment income	3	2	9	8
Other income	0	0	0	0
Total revenues	3	2	9	8
EXPENSES
Salaries and benefits	0	0	0	0
Other operating expenses	(7)	(1)	(38)	1
Depreciation expense	(1)	0	(2)	(1)
Amortization of intangible assets	0	0	0	0
Net Gain Loss On Disposal Of Operations	0	0	0	0
Total expenses	(8)	(1)	(40)	0
Operating income	(5)	1	(31)	8
Investment income from Group undertakings	93	808	265	994
Gains (Losses) on Extinguishment of Debt	0		0
Interest expense	(52)	(61)	(151)	(188)
INCOME BEFORE INCOME TAXES AND INTEREST IN EARNINGS OF ASSOCIATES	36	748	83	814
Income taxes	2	0	8	3
Income Loss From Continuing Operations Before Interest In Earnings Of Associates	38	748	91	817
Interest in earnings of associates, net of tax	0	0	0	0
Income (Loss) from Discontinued Operations, Net of Tax, Attributable to Parent		0		0
NET (LOSS) INCOME	(20)	47	328	401
Net Income (Loss) Attributable to Noncontrolling Interest	0	0	0	0
Equity account for subsidiaries	(58)	(701)	237	(416)
Income (Loss) from Continuing Operations, Including Portion Attributable to Noncontrolling Interest		47		401
NET INCOME ATTRIBUTABLE TO WILLIS GROUP HOLDINGS	(20)	47	328	401
The Issuer
REVENUES
Commissions and fees	0	0	0	0
Investment income	0	0	0	0
Other income	0	0	0	0
Total revenues	0	0	0	0
EXPENSES
Salaries and benefits	(48)	(28)	(93)	(50)
Other operating expenses	(43)	(8)	(128)	(63)
Depreciation expense	(5)	(4)	(16)	(11)
Amortization of intangible assets	0	0	0	0
Net Gain Loss On Disposal Of Operations	0	0	0	0
Total expenses	(96)	(40)	(237)	(124)
Operating income	(96)	(40)	(237)	(124)
Investment income from Group undertakings	60	63	195	193
Gains (Losses) on Extinguishment of Debt	(60)		(60)
Interest expense	(31)	(48)	(97)	(122)
INCOME BEFORE INCOME TAXES AND INTEREST IN EARNINGS OF ASSOCIATES	(127)	(25)	(199)	(53)
Income taxes	0	9	0	19
Income Loss From Continuing Operations Before Interest In Earnings Of Associates	(127)	(16)	(199)	(34)
Interest in earnings of associates, net of tax	0	0	0	0
Income (Loss) from Discontinued Operations, Net of Tax, Attributable to Parent		0		0
NET (LOSS) INCOME	(65)	1	(15)	36
Net Income (Loss) Attributable to Noncontrolling Interest	0	0	0	0
Equity account for subsidiaries	62	17	184	70
Income (Loss) from Continuing Operations, Including Portion Attributable to Noncontrolling Interest		1		36
NET INCOME ATTRIBUTABLE TO WILLIS GROUP HOLDINGS	(65)	1	(15)	36
Other
REVENUES
Commissions and fees	791	749	2,722	2,591
Investment income	4	4	11	14
Other income	34	1	(149)	97
Total revenues	829	754	2,584	2,702
EXPENSES
Salaries and benefits	(493)	(474)	(1,544)	(1,457)
Other operating expenses	(122)	(139)	(368)	(367)
Depreciation expense	(15)	(17)	(50)	(47)
Amortization of intangible assets	(16)	(17)	(48)	(53)
Net Gain Loss On Disposal Of Operations	(8)	4	(5)	(19)
Total expenses	(654)	(643)	(2,015)	(1,943)
Operating income	175	111	569	759
Investment income from Group undertakings	20	104	68	118
Gains (Losses) on Extinguishment of Debt	0		0
Interest expense	(83)	(68)	(256)	(210)
INCOME BEFORE INCOME TAXES AND INTEREST IN EARNINGS OF ASSOCIATES	112	147	381	667
Income taxes	(7)	(19)	(94)	(136)
Income Loss From Continuing Operations Before Interest In Earnings Of Associates	105	128	287	531
Interest in earnings of associates, net of tax	(4)	(5)	4	5
Income (Loss) from Discontinued Operations, Net of Tax, Attributable to Parent		0		1
NET (LOSS) INCOME	101	123	291	537
Net Income (Loss) Attributable to Noncontrolling Interest	0	0	(6)	(9)
Equity account for subsidiaries	0	0	0	0
Income (Loss) from Continuing Operations, Including Portion Attributable to Noncontrolling Interest	101	123		536
NET INCOME ATTRIBUTABLE TO WILLIS GROUP HOLDINGS	101	123	285	528
Consolidating adjustments
REVENUES
Commissions and fees	0	0	0	0
Investment income	(3)	(2)	(9)	(8)
Other income	(34)	0	152	(93)
Total revenues	(37)	(2)	143	(101)
EXPENSES
Salaries and benefits	0	0	0	0
Other operating expenses	25	3	81	6
Depreciation expense	0	0	0	0
Amortization of intangible assets	2	3	6	9
Net Gain Loss On Disposal Of Operations	8	(5)	5	18
Total expenses	35	1	92	33
Operating income	(2)	(1)	235	(68)
Investment income from Group undertakings	(173)	(981)	(528)	(1,311)
Gains (Losses) on Extinguishment of Debt	0		0
Interest expense	147	156	443	455
INCOME BEFORE INCOME TAXES AND INTEREST IN EARNINGS OF ASSOCIATES	(28)	(826)	150	(924)
Income taxes	(6)	6	(2)	(1)
Income Loss From Continuing Operations Before Interest In Earnings Of Associates	(34)	(820)	148	(925)
Interest in earnings of associates, net of tax	3	3	7	7
Income (Loss) from Discontinued Operations, Net of Tax, Attributable to Parent		0		0
NET (LOSS) INCOME	(16)	(171)	(598)	(965)
Net Income (Loss) Attributable to Noncontrolling Interest	0	0	0	0
Equity account for subsidiaries	15	646	(753)	(47)
Income (Loss) from Continuing Operations, Including Portion Attributable to Noncontrolling Interest		(171)		(965)
NET INCOME ATTRIBUTABLE TO WILLIS GROUP HOLDINGS	$ (16)	$ (171)	$ (598)	$ (965)

FINANCIAL INFORMATION FOR PARENT GUARANTOR, OTHER GUARANTOR SUBSIDIARIES AND NON-GUARANTOR SUBSIDIARIES (Comprehensive Income) (Details) (USD $) In Millions, unless otherwise specified	3 Months Ended		9 Months Ended
	Sep. 30, 2013	Sep. 30, 2012	Sep. 30, 2013	Sep. 30, 2012
Comprehensive income	$ 46	$ 53	$ 345	$ 395
Less: comprehensive income attributable to noncontrolling interests	(1)	0	(6)	(9)
Comprehensive income	45	53	339	386
Willis Group Holdings
Comprehensive income	45	53	339	386
Less: comprehensive income attributable to noncontrolling interests	0	0	0	0
Comprehensive income	45	53	339	386
The Other Guarantors
Comprehensive income	51	74	369	428
Less: comprehensive income attributable to noncontrolling interests	0	0	0	0
Comprehensive income	51	74	369	428
The Issuer
Comprehensive income	(62)	2	(8)	41
Less: comprehensive income attributable to noncontrolling interests	0	0	0	0
Comprehensive income	(62)	2	(8)	41
Other
Comprehensive income	155	144	298	574
Less: comprehensive income attributable to noncontrolling interests	(1)	0	(6)	(9)
Comprehensive income	154	144	292	565
Consolidating adjustments
Comprehensive income	(143)	(220)	(653)	(1,034)
Less: comprehensive income attributable to noncontrolling interests	0	0	0	0
Comprehensive income	$ (143)	$ (220)	$ (653)	$ (1,034)

+ References+ Details

The change in equity [net assets] of a business enterprise during a period from transactions and other events and circumstances from non-owner sources which are attributable to noncontrolling interests. It includes all changes in equity during a period except those resulting from investments by owners and distributions to owners, which are directly or indirectly attributable to that ownership interest in subsidiary equity which is not attributable to the parent.

+ References+ Details

The change in equity [net assets] of a business enterprise during a period from transactions and other events and circumstances from non-owner sources which are attributable to the economic entity, including both controlling (parent) and noncontrolling interests. It includes all changes in equity during a period except those resulting from investments by owners and distributions to owners, including any and all transactions which are directly or indirectly attributable to that ownership interest in subsidiary equity which is not attributable to the parent.

+ References+ Details

FINANCIAL INFORMATION FOR PARENT GUARANTOR, OTHER GUARANTOR SUBSIDIARIES AND NON-GUARANTOR SUBSIDIARIES (Balance Sheet) (Details) (USD $) In Millions, unless otherwise specified	Sep. 30, 2013	Dec. 31, 2012	Sep. 30, 2012	Dec. 31, 2011
Condensed Financial Statements, Captions [Line Items]
Cash and cash equivalents	$ 623	$ 500	$ 424	$ 436
Accounts receivable, net	985	933
Fiduciary assets	9,197	9,271
Deferred tax assets	14	13
Other current assets	195	181
Total current assets	11,014	10,898
Investments in subsidiaries	0	0
Amounts owed by (to) Group undertakings	0	0
Fixed assets, net	472	468
Goodwill	2,846	2,827		3,295
Other intangible assets, net	361	385
Investments in associates	184	174
Deferred tax assets	6	18
Pension benefits asset	253	136
Other non-current assets	187	206
Total non-current assets	4,309	4,214
TOTAL ASSETS	15,323	15,112
Fiduciary liabilities	9,197	9,271
Deferred revenue and accrued expenses	489	541
Income taxes payable	33	19
Short-term debt and current portion of long-term debt	17	15
Deferred tax liabilities	18	21
Other current liabilities	381	327
Total current liabilities	10,135	10,194
Long-term debt	2,315	2,338
Liabilities for pension benefits	229	282
Deferred tax liabilities	36	18
Provisions for liabilities	208	180
Other non-current liabilities	353	375
Total non-current liabilities	3,141	3,193
TOTAL LIABILITIES	13,276	13,387
Total Willis Group Holdings stockholders’ equity	2,024	1,699
Noncontrolling interests	23	26
Total equity	2,047	1,725	2,698	2,517
TOTAL LIABILITIES AND EQUITY	15,323	15,112
Willis Group Holdings
Condensed Financial Statements, Captions [Line Items]
Cash and cash equivalents	3	1	1	0
Accounts receivable, net	0	0
Fiduciary assets	0	0
Deferred tax assets	1	1
Other current assets	1	1
Total current assets	5	3
Investments in subsidiaries	(1,187)	(1,542)
Amounts owed by (to) Group undertakings	4,053	4,091
Fixed assets, net	0	0
Goodwill	0	0
Other intangible assets, net	0	0
Investments in associates	0	0
Deferred tax assets	0	0
Pension benefits asset	0	0
Other non-current assets	4	5
Total non-current assets	4	5
TOTAL ASSETS	2,875	2,557
Fiduciary liabilities	0	0
Deferred revenue and accrued expenses	3	2
Income taxes payable	0	0
Short-term debt and current portion of long-term debt	0	0
Deferred tax liabilities	1	1
Other current liabilities	52	60
Total current liabilities	56	63
Long-term debt	795	795
Liabilities for pension benefits	0	0
Deferred tax liabilities	0	0
Provisions for liabilities	0	0
Other non-current liabilities	0	0
Total non-current liabilities	795	795
TOTAL LIABILITIES	851	858
Total Willis Group Holdings stockholders’ equity	2,024	1,699
Noncontrolling interests	0	0
Total equity	2,024	1,699
TOTAL LIABILITIES AND EQUITY	2,875	2,557
The Other Guarantors
Condensed Financial Statements, Captions [Line Items]
Cash and cash equivalents	3	0	0	0
Accounts receivable, net	0	0
Fiduciary assets	0	0
Deferred tax assets	0	0
Other current assets	93	65
Total current assets	96	65
Investments in subsidiaries	2,747	2,493
Amounts owed by (to) Group undertakings	(3,361)	(3,959)
Fixed assets, net	13	11
Goodwill	0	0
Other intangible assets, net	0	0
Investments in associates	0	0
Deferred tax assets	0	0
Pension benefits asset	0	0
Other non-current assets	151	134
Total non-current assets	164	145
TOTAL ASSETS	(354)	(1,256)
Fiduciary liabilities	0	0
Deferred revenue and accrued expenses	0	0
Income taxes payable	50	25
Short-term debt and current portion of long-term debt	15	15
Deferred tax liabilities	0	0
Other current liabilities	8	0
Total current liabilities	73	40
Long-term debt	785	274
Liabilities for pension benefits	0	0
Deferred tax liabilities	0	0
Provisions for liabilities	0	0
Other non-current liabilities	0	5
Total non-current liabilities	785	279
TOTAL LIABILITIES	858	319
Total Willis Group Holdings stockholders’ equity	(1,212)	(1,575)
Noncontrolling interests	0	0
Total equity	(1,212)	(1,575)
TOTAL LIABILITIES AND EQUITY	(354)	(1,256)
The Issuer
Condensed Financial Statements, Captions [Line Items]
Cash and cash equivalents	0	0	0	163
Accounts receivable, net	26	0
Fiduciary assets	0	0
Deferred tax assets	0	0
Other current assets	11	38
Total current assets	37	38
Investments in subsidiaries	844	553
Amounts owed by (to) Group undertakings	(123)	687
Fixed assets, net	56	63
Goodwill	0	0
Other intangible assets, net	0	0
Investments in associates	0	0
Deferred tax assets	0	0
Pension benefits asset	0	0
Other non-current assets	7	41
Total non-current assets	63	104
TOTAL ASSETS	821	1,382
Fiduciary liabilities	0	0
Deferred revenue and accrued expenses	26	0
Income taxes payable	0	0
Short-term debt and current portion of long-term debt	0	0
Deferred tax liabilities	0	0
Other current liabilities	20	73
Total current liabilities	46	73
Long-term debt	734	1,268
Liabilities for pension benefits	0	0
Deferred tax liabilities	0	0
Provisions for liabilities	0	0
Other non-current liabilities	47	7
Total non-current liabilities	781	1,275
TOTAL LIABILITIES	827	1,348
Total Willis Group Holdings stockholders’ equity	(6)	34
Noncontrolling interests	0	0
Total equity	(6)	34
TOTAL LIABILITIES AND EQUITY	821	1,382
Other
Condensed Financial Statements, Captions [Line Items]
Cash and cash equivalents	617	499	423	273
Accounts receivable, net	930	904
Fiduciary assets	10,123	10,071
Deferred tax assets	16	18
Other current assets	287	241
Total current assets	11,973	11,733
Investments in subsidiaries	3,824	3,824
Amounts owed by (to) Group undertakings	(569)	(819)
Fixed assets, net	404	395
Goodwill	1,233	1,226
Other intangible assets, net	523	484
Investments in associates	(53)	(53)
Deferred tax assets	29	42
Pension benefits asset	253	136
Other non-current assets	167	157
Total non-current assets	2,556	2,387
TOTAL ASSETS	17,784	17,125
Fiduciary liabilities	10,123	10,071
Deferred revenue and accrued expenses	469	543
Income taxes payable	132	120
Short-term debt and current portion of long-term debt	2	0
Deferred tax liabilities	19	25
Other current liabilities	327	216
Total current liabilities	11,072	10,975
Long-term debt	1	1
Liabilities for pension benefits	229	282
Deferred tax liabilities	59	42
Provisions for liabilities	221	188
Other non-current liabilities	307	363
Total non-current liabilities	817	876
TOTAL LIABILITIES	11,889	11,851
Total Willis Group Holdings stockholders’ equity	5,872	5,248
Noncontrolling interests	23	26
Total equity	5,895	5,274
TOTAL LIABILITIES AND EQUITY	17,784	17,125
Consolidating adjustments
Condensed Financial Statements, Captions [Line Items]
Cash and cash equivalents	0	0	0	0
Accounts receivable, net	29	29
Fiduciary assets	(926)	(800)
Deferred tax assets	(3)	(6)
Other current assets	(197)	(164)
Total current assets	(1,097)	(941)
Investments in subsidiaries	(6,228)	(5,328)
Amounts owed by (to) Group undertakings	0	0
Fixed assets, net	(1)	(1)
Goodwill	1,613	1,601
Other intangible assets, net	(162)	(99)
Investments in associates	237	227
Deferred tax assets	(23)	(24)
Pension benefits asset	0	0
Other non-current assets	(142)	(131)
Total non-current assets	1,522	1,573
TOTAL ASSETS	(5,803)	(4,696)
Fiduciary liabilities	(926)	(800)
Deferred revenue and accrued expenses	(9)	(4)
Income taxes payable	(149)	(126)
Short-term debt and current portion of long-term debt	0	0
Deferred tax liabilities	(2)	(5)
Other current liabilities	(26)	(22)
Total current liabilities	(1,112)	(957)
Long-term debt	0	0
Liabilities for pension benefits	0	0
Deferred tax liabilities	(23)	(24)
Provisions for liabilities	(13)	(8)
Other non-current liabilities	(1)	0
Total non-current liabilities	(37)	(32)
TOTAL LIABILITIES	(1,149)	(989)
Total Willis Group Holdings stockholders’ equity	(4,654)	(3,707)
Noncontrolling interests	0	0
Total equity	(4,654)	(3,707)
TOTAL LIABILITIES AND EQUITY	$ (5,803)	$ (4,696)

FINANCIAL INFORMATION FOR PARENT GUARANTOR, OTHER GUARANTOR SUBSIDIARIES AND NON-GUARANTOR SUBSIDIARIES (Cash Flows) (Details) (USD $) In Millions, unless otherwise specified	0 Months Ended	3 Months Ended	9 Months Ended
	Mar. 17, 2011	Sep. 30, 2013	Sep. 30, 2013	Sep. 30, 2012	Dec. 31, 2012	Dec. 31, 2011
Condensed Financial Statements, Captions [Line Items]
Net Cash Provided by (Used in) Operating Activities			$ 366	$ 310
CASH FLOWS FROM INVESTING ACTIVITIES
Proceeds on disposal of fixed and intangible assets			9	8
Additions to fixed assets			(78)	(97)
Payments to Acquire Intangible Assets			(1)	(1)
Acquisitions of subsidiaries, net of cash acquired			(30)	(4)
Payments to acquire other investments			(5)	(5)
Net cash used in investing activities			(105)	(99)
CASH FLOWS FROM FINANCING ACTIVITIES
Proceeds from draw down of revolving credit facility			2	20
Payments of Debt Issuance Costs			(8)	0
Senior notes issued	800
Repayments of debt			(532)	(11)
Proceeds from Issuance of Senior Long-term Debt			522	0
Payments of Debt Extinguishment Costs		(65)	(65)	0
Repurchase of shares			0	(100)
Proceeds from issue of shares			105	41
Amounts owed by (to) Group undertakings			0	0
Excess Tax Benefit (Tax Deficiency) from Share-based Compensation, Financing Activities			1	2
Dividends paid			(144)	(139)
Proceeds from Noncontrolling Interests			0	3
Acquisition of noncontrolling interests			(4)	(29)
Dividends paid to noncontrolling interests			(9)	(11)
Net cash used in continuing financing activities			(132)	(224)
INCREASE IN CASH AND CASH EQUIVALENTS			129	(13)
Effect of exchange rate changes on cash and cash equivalents			(6)	1
Cash and cash equivalents		623	623	424	500	436
CASH AND CASH EQUIVALENTS, END OF PERIOD		623	623	424	500	436
Willis Group Holdings
Condensed Financial Statements, Captions [Line Items]
Net Cash Provided by (Used in) Operating Activities			(43)	(43)
CASH FLOWS FROM INVESTING ACTIVITIES
Proceeds on disposal of fixed and intangible assets			0	0
Additions to fixed assets			0	0
Payments to Acquire Intangible Assets			0	0
Acquisitions of subsidiaries, net of cash acquired			0	0
Payments to acquire other investments			0	0
Net cash used in investing activities			0	0
CASH FLOWS FROM FINANCING ACTIVITIES
Proceeds from draw down of revolving credit facility			0	0
Payments of Debt Issuance Costs			0
Repayments of debt			0	0
Proceeds from Issuance of Senior Long-term Debt			0
Payments of Debt Extinguishment Costs			0
Repurchase of shares				(100)
Proceeds from issue of shares			105	41
Amounts owed by (to) Group undertakings			83	242
Excess Tax Benefit (Tax Deficiency) from Share-based Compensation, Financing Activities			1	0
Dividends paid			(144)	(139)
Proceeds from Noncontrolling Interests
Acquisition of noncontrolling interests			0	0
Dividends paid to noncontrolling interests			0	0
Net cash used in continuing financing activities			45	44
INCREASE IN CASH AND CASH EQUIVALENTS			2	1
Effect of exchange rate changes on cash and cash equivalents			0	0
Cash and cash equivalents		3	3	1	1	0
CASH AND CASH EQUIVALENTS, END OF PERIOD		3	3	1	1	0
The Other Guarantors
Condensed Financial Statements, Captions [Line Items]
Net Cash Provided by (Used in) Operating Activities			103	803
CASH FLOWS FROM INVESTING ACTIVITIES
Proceeds on disposal of fixed and intangible assets			0	0
Additions to fixed assets			(4)	(6)
Payments to Acquire Intangible Assets			0	0
Acquisitions of subsidiaries, net of cash acquired			0	0
Payments to acquire other investments			0	0
Net cash used in investing activities			(4)	(6)
CASH FLOWS FROM FINANCING ACTIVITIES
Proceeds from draw down of revolving credit facility			0	20
Payments of Debt Issuance Costs			(8)
Repayments of debt			(11)	(7)
Proceeds from Issuance of Senior Long-term Debt			522
Payments of Debt Extinguishment Costs			0
Repurchase of shares				0
Proceeds from issue of shares			0	0
Amounts owed by (to) Group undertakings			(599)	(810)
Excess Tax Benefit (Tax Deficiency) from Share-based Compensation, Financing Activities			0	0
Dividends paid			0	0
Proceeds from Noncontrolling Interests
Acquisition of noncontrolling interests			0	0
Dividends paid to noncontrolling interests			0	0
Net cash used in continuing financing activities			(96)	(797)
INCREASE IN CASH AND CASH EQUIVALENTS			3	0
Effect of exchange rate changes on cash and cash equivalents			0	0
Cash and cash equivalents		3	3	0	0	0
CASH AND CASH EQUIVALENTS, END OF PERIOD		3	3	0	0	0
The Issuer
Condensed Financial Statements, Captions [Line Items]
Net Cash Provided by (Used in) Operating Activities			(202)	61
CASH FLOWS FROM INVESTING ACTIVITIES
Proceeds on disposal of fixed and intangible assets			2	0
Additions to fixed assets			(11)	(13)
Payments to Acquire Intangible Assets			0	0
Acquisitions of subsidiaries, net of cash acquired			0	0
Payments to acquire other investments			0	0
Net cash used in investing activities			(9)	(13)
CASH FLOWS FROM FINANCING ACTIVITIES
Proceeds from draw down of revolving credit facility			0	0
Payments of Debt Issuance Costs			0
Repayments of debt			(521)	0
Proceeds from Issuance of Senior Long-term Debt			0
Payments of Debt Extinguishment Costs			(65)
Repurchase of shares				0
Proceeds from issue of shares			0	0
Amounts owed by (to) Group undertakings			797	(211)
Excess Tax Benefit (Tax Deficiency) from Share-based Compensation, Financing Activities			0	0
Dividends paid			0	0
Proceeds from Noncontrolling Interests
Acquisition of noncontrolling interests			0	0
Dividends paid to noncontrolling interests			0	0
Net cash used in continuing financing activities			211	(211)
INCREASE IN CASH AND CASH EQUIVALENTS			0	(163)
Effect of exchange rate changes on cash and cash equivalents			0	0
Cash and cash equivalents		0	0	0	0	163
CASH AND CASH EQUIVALENTS, END OF PERIOD		0	0	0	0	163
Other
Condensed Financial Statements, Captions [Line Items]
Net Cash Provided by (Used in) Operating Activities			508	146
CASH FLOWS FROM INVESTING ACTIVITIES
Proceeds on disposal of fixed and intangible assets			7	8
Additions to fixed assets			(63)	(78)
Payments to Acquire Intangible Assets			(1)	(1)
Acquisitions of subsidiaries, net of cash acquired			(30)	(4)
Payments to acquire other investments			(5)	(5)
Net cash used in investing activities			(92)	(80)
CASH FLOWS FROM FINANCING ACTIVITIES
Proceeds from draw down of revolving credit facility			2	0
Payments of Debt Issuance Costs			0
Repayments of debt			0	(4)
Proceeds from Issuance of Senior Long-term Debt			0
Payments of Debt Extinguishment Costs			0
Repurchase of shares				0
Proceeds from issue of shares			0	0
Amounts owed by (to) Group undertakings			(281)	779
Excess Tax Benefit (Tax Deficiency) from Share-based Compensation, Financing Activities			0	2
Dividends paid			0	(657)
Proceeds from Noncontrolling Interests				3
Acquisition of noncontrolling interests			(4)	(29)
Dividends paid to noncontrolling interests			(9)	(11)
Net cash used in continuing financing activities			(292)	83
INCREASE IN CASH AND CASH EQUIVALENTS			124	149
Effect of exchange rate changes on cash and cash equivalents			(6)	1
Cash and cash equivalents		617	617	423	499	273
CASH AND CASH EQUIVALENTS, END OF PERIOD		617	617	423	499	273
Consolidating adjustments
Condensed Financial Statements, Captions [Line Items]
Net Cash Provided by (Used in) Operating Activities			0	(657)
CASH FLOWS FROM INVESTING ACTIVITIES
Proceeds on disposal of fixed and intangible assets			0	0
Additions to fixed assets			0	0
Payments to Acquire Intangible Assets			0	0
Acquisitions of subsidiaries, net of cash acquired			0	0
Payments to acquire other investments			0	0
Net cash used in investing activities			0	0
CASH FLOWS FROM FINANCING ACTIVITIES
Proceeds from draw down of revolving credit facility			0	0
Payments of Debt Issuance Costs			0
Repayments of debt			0	0
Proceeds from Issuance of Senior Long-term Debt			0
Payments of Debt Extinguishment Costs			0
Repurchase of shares				0
Proceeds from issue of shares			0	0
Amounts owed by (to) Group undertakings			0	0
Excess Tax Benefit (Tax Deficiency) from Share-based Compensation, Financing Activities			0	0
Dividends paid			0	657
Proceeds from Noncontrolling Interests
Acquisition of noncontrolling interests			0	0
Dividends paid to noncontrolling interests			0	0
Net cash used in continuing financing activities			0	657
INCREASE IN CASH AND CASH EQUIVALENTS			0	0
Effect of exchange rate changes on cash and cash equivalents			0	0
Cash and cash equivalents		0	0	0	0	0
CASH AND CASH EQUIVALENTS, END OF PERIOD		$ 0	$ 0	$ 0	$ 0	$ 0

FINANCIAL INFORMATION FOR PARENT ISSUER, GUARANTOR SUBSIDIARIES AND NON-GUARANTOR SUBSIDIARIES (Details) (USD $) In Millions, unless otherwise specified	0 Months Ended
	Mar. 17, 2011
Financial Information for Parent Issuer Guarantor Subsidiaries and Non-Guarantor Subsidiaries Disclosure [Abstract]
Senior notes issued	$ 800

The cash inflow from a debt funding received on a regular basis with maturities ranging from 5-10 years.

+ References+ Details

FINANCIAL INFORMATION FOR PARENT ISSUER, GUARANTOR SUBSIDIARIES AND NON-GUARANTOR SUBSIDIARIES (Statement of Operations) (Details) (USD $) In Millions, unless otherwise specified	3 Months Ended		9 Months Ended
	Sep. 30, 2013	Sep. 30, 2012	Sep. 30, 2013	Sep. 30, 2012
Commissions and fees	$ 791	$ 749	$ 2,722	$ 2,591
Investment income	4	4	11	14
Other income	0	1	3	4
Total revenues	795	754	2,736	2,609
Labor and Related Expense	(541)	(502)	(1,638)	(1,508)
Other Cost and Expense, Operating	(144)	(146)	(455)	(431)
Depreciation expense	(21)	(21)	(68)	(59)
Amortization of intangible assets	(14)	(14)	(42)	(44)
Net Gain Loss On Disposal Of Operations	0	(1)	0	(1)
Operating Expenses	(720)	(684)	(2,203)	(2,043)
Operating Income (Loss)	75	70	533	566
Investment income from Group undertakings	0	0	0	0
Gains (Losses) on Extinguishment of Debt	(60)	0	(60)	0
Interest Expense	(30)	(32)	(93)	(97)
(Loss) income before income taxes and interest in earnings of associates	(15)	38	380	469
Income Tax Expense (Benefit)	(11)	(10)	(88)	(114)
Income Loss From Continuing Operations Before Interest In Earnings Of Associates	(26)	28	292	355
Interest in earnings of associates, net of tax	(1)	(2)	11	12
Income (Loss) from Discontinued Operations, Net of Tax, Attributable to Parent	0	0	0	1
Equity account for subsidiaries	0	0	0	0
Income (Loss) from Continuing Operations, Including Portion Attributable to Noncontrolling Interest	(27)	26	303	367
NET (LOSS) INCOME	(27)	26	303	368
Net Income (Loss) Attributable to Noncontrolling Interest	0	0	(6)	(9)
NET INCOME ATTRIBUTABLE TO WILLIS GROUP HOLDINGS	(27)	26	297	359
Guarantor Subsidiaries [Member]
Commissions and fees	0	0	0	0
Investment income	3	2	9	8
Other income	0	0	0	0
Total revenues	3	2	9	8
Labor and Related Expense	(48)	(28)	(93)	(50)
Other Cost and Expense, Operating	(50)	(9)	(166)	(62)
Depreciation expense	(6)	(4)	(18)	(12)
Amortization of intangible assets	0	0	0	0
Net Gain Loss On Disposal Of Operations	0	0	0	0
Operating Expenses	(104)	(41)	(277)	(124)
Operating Income (Loss)	(101)	(39)	(268)	(116)
Investment income from Group undertakings	153	871	460	1,187
Gains (Losses) on Extinguishment of Debt			(60)
Extinguishment of Debt, Amount	(60)
Interest Expense	(83)	(109)	(248)	(310)
(Loss) income before income taxes and interest in earnings of associates	(91)	723	(116)	761
Income Tax Expense (Benefit)	2	9	8	22
Income Loss From Continuing Operations Before Interest In Earnings Of Associates	(89)	732	(108)	783
Interest in earnings of associates, net of tax	0	0	0	0
Income (Loss) from Discontinued Operations, Net of Tax, Attributable to Parent				0
Equity account for subsidiaries	69	(685)	436	(382)
Income (Loss) from Continuing Operations, Including Portion Attributable to Noncontrolling Interest		47		401
NET (LOSS) INCOME	(20)	47	328	401
Net Income (Loss) Attributable to Noncontrolling Interest	0	0	0	0
NET INCOME ATTRIBUTABLE TO WILLIS GROUP HOLDINGS	(20)	47	328	401
Other
Commissions and fees	791	749	2,722	2,591
Investment income	4	4	11	14
Other income	34	1	(149)	97
Total revenues	829	754	2,584	2,702
Labor and Related Expense	(493)	(474)	(1,544)	(1,457)
Other Cost and Expense, Operating	(122)	(139)	(368)	(367)
Depreciation expense	(15)	(17)	(50)	(47)
Amortization of intangible assets	(16)	(17)	(48)	(53)
Net Gain Loss On Disposal Of Operations	(8)	4	(5)	(19)
Operating Expenses	(654)	(643)	(2,015)	(1,943)
Operating Income (Loss)	175	111	569	759
Investment income from Group undertakings	20	104	68	118
Gains (Losses) on Extinguishment of Debt	0		0
Extinguishment of Debt, Amount	0
Interest Expense	(83)	(68)	(256)	(210)
(Loss) income before income taxes and interest in earnings of associates	112	147	381	667
Income Tax Expense (Benefit)	(7)	(19)	(94)	(136)
Income Loss From Continuing Operations Before Interest In Earnings Of Associates	105	128	287	531
Interest in earnings of associates, net of tax	(4)	(5)	4	5
Income (Loss) from Discontinued Operations, Net of Tax, Attributable to Parent		0		1
Equity account for subsidiaries	0	0	0	0
Income (Loss) from Continuing Operations, Including Portion Attributable to Noncontrolling Interest	101	123		536
NET (LOSS) INCOME	101	123	291	537
Net Income (Loss) Attributable to Noncontrolling Interest	0	0	(6)	(9)
NET INCOME ATTRIBUTABLE TO WILLIS GROUP HOLDINGS	101	123	285	528
Consolidating adjustments
Commissions and fees	0	0	0	0
Investment income	(3)	(2)	(9)	(8)
Other income	(34)	0	152	(93)
Total revenues	(37)	(2)	143	(101)
Labor and Related Expense	0	0	0	0
Other Cost and Expense, Operating	25	3	81	6
Depreciation expense	0	0	0	0
Amortization of intangible assets	2	3	6	9
Net Gain Loss On Disposal Of Operations	8	(5)	5	18
Operating Expenses	35	1	92	33
Operating Income (Loss)	(2)	(1)	235	(68)
Investment income from Group undertakings	(173)	(981)	(528)	(1,311)
Gains (Losses) on Extinguishment of Debt			0
Extinguishment of Debt, Amount	0
Interest Expense	147	156	443	455
(Loss) income before income taxes and interest in earnings of associates	(28)	(826)	150	(924)
Income Tax Expense (Benefit)	(6)	6	(2)	(1)
Income Loss From Continuing Operations Before Interest In Earnings Of Associates	(34)	(820)	148	(925)
Interest in earnings of associates, net of tax	3	3	7	7
Income (Loss) from Discontinued Operations, Net of Tax, Attributable to Parent				0
Equity account for subsidiaries	(50)	647	(768)	(11)
Income (Loss) from Continuing Operations, Including Portion Attributable to Noncontrolling Interest		(170)		(929)
NET (LOSS) INCOME	(81)	(170)	(613)	(929)
Net Income (Loss) Attributable to Noncontrolling Interest	0	0	0	0
NET INCOME ATTRIBUTABLE TO WILLIS GROUP HOLDINGS	(81)	(170)	(613)	(929)
Willis Group Holdings
Commissions and fees	0	0	0	0
Investment income	0	0	0	0
Other income	0	0	0	0
Total revenues	0	0	0	0
Labor and Related Expense	0	0	(1)	(1)
Other Cost and Expense, Operating	3	(1)	(2)	(8)
Depreciation expense	0	0	0	0
Amortization of intangible assets	0	0	0	0
Net Gain Loss On Disposal Of Operations	0	0	0	0
Operating Expenses	3	(1)	(3)	(9)
Operating Income (Loss)	3	(1)	(3)	(9)
Investment income from Group undertakings	0	6	0	6
Gains (Losses) on Extinguishment of Debt	0		0
Extinguishment of Debt, Amount	0
Interest Expense	(11)	(11)	(32)	(32)
(Loss) income before income taxes and interest in earnings of associates	(8)	(6)	(35)	(35)
Income Tax Expense (Benefit)	0	(6)	0	1
Income Loss From Continuing Operations Before Interest In Earnings Of Associates	(8)	(12)	(35)	(34)
Interest in earnings of associates, net of tax	0	0	0	0
Income (Loss) from Discontinued Operations, Net of Tax, Attributable to Parent		0		0
Equity account for subsidiaries	(19)	38	332	393
Income (Loss) from Continuing Operations, Including Portion Attributable to Noncontrolling Interest	(27)	26		359
NET (LOSS) INCOME	(27)	26	297	359
Net Income (Loss) Attributable to Noncontrolling Interest	0	0	0	0
NET INCOME ATTRIBUTABLE TO WILLIS GROUP HOLDINGS	$ (27)	$ 26	$ 297	$ 359

FINANCIAL INFORMATION FOR PARENT ISSUER, GUARANTOR SUBSIDIARIES AND NON-GUARANTOR SUBSIDIARIES (Comprehensive Income) (Details) (USD $) In Millions, unless otherwise specified	3 Months Ended		9 Months Ended
	Sep. 30, 2013	Sep. 30, 2012	Sep. 30, 2013	Sep. 30, 2012
Condensed Financial Statements, Captions [Line Items]
Comprehensive income	$ 46	$ 53	$ 345	$ 395
Less: comprehensive income attributable to noncontrolling interests	(1)	0	(6)	(9)
Comprehensive income	45	53	339	386
Willis Group Holdings
Condensed Financial Statements, Captions [Line Items]
Comprehensive income	45	53	339	386
Less: comprehensive income attributable to noncontrolling interests	0	0	0	0
Comprehensive income	45	53	339	386
Guarantor Subsidiaries [Member]
Condensed Financial Statements, Captions [Line Items]
Comprehensive income	51	74	369	428
Less: comprehensive income attributable to noncontrolling interests	0	0	0	0
Comprehensive income	51	74	369	428
Other
Condensed Financial Statements, Captions [Line Items]
Comprehensive income	155	144	298	574
Less: comprehensive income attributable to noncontrolling interests	(1)	0	(6)	(9)
Comprehensive income	154	144	292	565
Consolidating adjustments
Condensed Financial Statements, Captions [Line Items]
Comprehensive income	(205)	(218)	(661)	(993)
Less: comprehensive income attributable to noncontrolling interests	0	0	0	0
Comprehensive income	$ (205)	$ (218)	$ (661)	$ (993)

+ References+ Details

The change in equity [net assets] of a business enterprise during a period from transactions and other events and circumstances from non-owner sources which are attributable to noncontrolling interests. It includes all changes in equity during a period except those resulting from investments by owners and distributions to owners, which are directly or indirectly attributable to that ownership interest in subsidiary equity which is not attributable to the parent.

+ References+ Details

The change in equity [net assets] of a business enterprise during a period from transactions and other events and circumstances from non-owner sources which are attributable to the economic entity, including both controlling (parent) and noncontrolling interests. It includes all changes in equity during a period except those resulting from investments by owners and distributions to owners, including any and all transactions which are directly or indirectly attributable to that ownership interest in subsidiary equity which is not attributable to the parent.

+ References+ Details

FINANCIAL INFORMATION FOR PARENT ISSUER, GUARANTOR SUBSIDIARIES AND NON-GUARANTOR SUBSIDIARIES (Balance Sheet) (Details) (USD $) In Millions, unless otherwise specified	Sep. 30, 2013	Dec. 31, 2012	Sep. 30, 2012	Dec. 31, 2011
Condensed Financial Statements, Captions [Line Items]
Cash and cash equivalents	$ 623	$ 500	$ 424	$ 436
Accounts receivable, net	985	933
Fiduciary assets	9,197	9,271
Deferred tax assets	14	13
Other current assets	195	181
Total current assets	11,014	10,898
Investments in subsidiaries	0	0
Amounts owed by (to) Group undertakings	0	0
Fixed assets, net	472	468
Goodwill	2,846	2,827		3,295
Other intangible assets, net	361	385
Investments in associates	184	174
Deferred tax assets	6	18
Pension benefits asset	253	136
Other non-current assets	187	206
Total non-current assets	4,309	4,214
TOTAL ASSETS	15,323	15,112
Fiduciary liabilities	9,197	9,271
Deferred revenue and accrued expenses	489	541
Income taxes payable	33	19
Short-term debt and current portion of long-term debt	17	15
Deferred tax liabilities	18	21
Other current liabilities	381	327
Total current liabilities	10,135	10,194
Long-term debt	2,315	2,338
Liabilities for pension benefits	229	282
Deferred tax liabilities	36	18
Provisions for liabilities	208	180
Other non-current liabilities	353	375
Total non-current liabilities	3,141	3,193
TOTAL LIABILITIES	13,276	13,387
Total Willis Group Holdings stockholders’ equity	2,024	1,699
Noncontrolling interests	23	26
Total equity	2,047	1,725	2,698	2,517
TOTAL LIABILITIES AND EQUITY	15,323	15,112
Willis Group Holdings
Condensed Financial Statements, Captions [Line Items]
Cash and cash equivalents	3	1	1	0
Accounts receivable, net	0	0
Fiduciary assets	0	0
Deferred tax assets	1	1
Other current assets	1	1
Total current assets	5	3
Investments in subsidiaries	(1,187)	(1,542)
Amounts owed by (to) Group undertakings	4,053	4,091
Fixed assets, net	0	0
Goodwill	0	0
Other intangible assets, net	0	0
Investments in associates	0	0
Deferred tax assets	0	0
Pension benefits asset	0	0
Other non-current assets	4	5
Total non-current assets	4	5
TOTAL ASSETS	2,875	2,557
Fiduciary liabilities	0	0
Deferred revenue and accrued expenses	3	2
Income taxes payable	0	0
Short-term debt and current portion of long-term debt	0	0
Deferred tax liabilities	1	1
Other current liabilities	52	60
Total current liabilities	56	63
Long-term debt	795	795
Liabilities for pension benefits	0	0
Deferred tax liabilities	0	0
Provisions for liabilities	0	0
Other non-current liabilities	0	0
Total non-current liabilities	795	795
TOTAL LIABILITIES	851	858
Total Willis Group Holdings stockholders’ equity	2,024	1,699
Noncontrolling interests	0	0
Total equity	2,024	1,699
TOTAL LIABILITIES AND EQUITY	2,875	2,557
Guarantor Subsidiaries [Member]
Condensed Financial Statements, Captions [Line Items]
Cash and cash equivalents	3	0	0	163
Accounts receivable, net	26	0
Fiduciary assets	0	0
Deferred tax assets	0	0
Other current assets	104	103
Total current assets	133	103
Investments in subsidiaries	3,597	3,012
Amounts owed by (to) Group undertakings	(3,484)	(3,272)
Fixed assets, net	69	74
Goodwill	0	0
Other intangible assets, net	0	0
Investments in associates	0	0
Deferred tax assets	0	0
Pension benefits asset	0	0
Other non-current assets	158	175
Total non-current assets	227	249
TOTAL ASSETS	473	92
Fiduciary liabilities	0	0
Deferred revenue and accrued expenses	26	0
Income taxes payable	50	25
Short-term debt and current portion of long-term debt	15	15
Deferred tax liabilities	0	0
Other current liabilities	28	73
Total current liabilities	119	113
Long-term debt	1,519	1,542
Liabilities for pension benefits	0	0
Deferred tax liabilities	0	0
Provisions for liabilities	0	0
Other non-current liabilities	47	12
Total non-current liabilities	1,566	1,554
TOTAL LIABILITIES	1,685	1,667
Total Willis Group Holdings stockholders’ equity	(1,212)	(1,575)
Noncontrolling interests	0	0
Total equity	(1,212)	(1,575)
TOTAL LIABILITIES AND EQUITY	473	92
Other
Condensed Financial Statements, Captions [Line Items]
Cash and cash equivalents	617	499	423	273
Accounts receivable, net	930	904
Fiduciary assets	10,123	10,071
Deferred tax assets	16	18
Other current assets	287	241
Total current assets	11,973	11,733
Investments in subsidiaries	3,824	3,824
Amounts owed by (to) Group undertakings	(569)	(819)
Fixed assets, net	404	395
Goodwill	1,233	1,226
Other intangible assets, net	523	484
Investments in associates	(53)	(53)
Deferred tax assets	29	42
Pension benefits asset	253	136
Other non-current assets	167	157
Total non-current assets	2,556	2,387
TOTAL ASSETS	17,784	17,125
Fiduciary liabilities	10,123	10,071
Deferred revenue and accrued expenses	469	543
Income taxes payable	132	120
Short-term debt and current portion of long-term debt	2	0
Deferred tax liabilities	19	25
Other current liabilities	327	216
Total current liabilities	11,072	10,975
Long-term debt	1	1
Liabilities for pension benefits	229	282
Deferred tax liabilities	59	42
Provisions for liabilities	221	188
Other non-current liabilities	307	363
Total non-current liabilities	817	876
TOTAL LIABILITIES	11,889	11,851
Total Willis Group Holdings stockholders’ equity	5,872	5,248
Noncontrolling interests	23	26
Total equity	5,895	5,274
TOTAL LIABILITIES AND EQUITY	17,784	17,125
Consolidating adjustments
Condensed Financial Statements, Captions [Line Items]
Cash and cash equivalents	0	0	0	0
Accounts receivable, net	29	29
Fiduciary assets	(926)	(800)
Deferred tax assets	(3)	(6)
Other current assets	(197)	(164)
Total current assets	(1,097)	(941)
Investments in subsidiaries	(6,234)	(5,294)
Amounts owed by (to) Group undertakings	0	0
Fixed assets, net	(1)	(1)
Goodwill	1,613	1,601
Other intangible assets, net	(162)	(99)
Investments in associates	237	227
Deferred tax assets	(23)	(24)
Pension benefits asset	0	0
Other non-current assets	(142)	(131)
Total non-current assets	1,522	1,573
TOTAL ASSETS	(5,809)	(4,662)
Fiduciary liabilities	(926)	(800)
Deferred revenue and accrued expenses	(9)	(4)
Income taxes payable	(149)	(126)
Short-term debt and current portion of long-term debt	0	0
Deferred tax liabilities	(2)	(5)
Other current liabilities	(26)	(22)
Total current liabilities	(1,112)	(957)
Long-term debt	0	0
Liabilities for pension benefits	0	0
Deferred tax liabilities	(23)	(24)
Provisions for liabilities	(13)	(8)
Other non-current liabilities	(1)	0
Total non-current liabilities	(37)	(32)
TOTAL LIABILITIES	(1,149)	(989)
Total Willis Group Holdings stockholders’ equity	(4,660)	(3,673)
Noncontrolling interests	0	0
Total equity	(4,660)	(3,673)
TOTAL LIABILITIES AND EQUITY	$ (5,809)	$ (4,662)

FINANCIAL INFORMATION FOR PARENT ISSUER, GUARANTOR SUBSIDIARIES AND NON-GUARANTOR SUBSIDIARIES (Cash Flows) (Details) (USD $) In Millions, unless otherwise specified	0 Months Ended	3 Months Ended	9 Months Ended
	Mar. 17, 2011	Sep. 30, 2013	Sep. 30, 2013	Sep. 30, 2012
Condensed Financial Statements, Captions [Line Items]
Net Cash Provided by (Used in) Operating Activities			$ 366	$ 310
CASH FLOWS FROM INVESTING ACTIVITIES
Proceeds on disposal of fixed and intangible assets			9	8
Additions to fixed assets			(78)	(97)
Payments to Acquire Intangible Assets			(1)	(1)
Acquisitions of subsidiaries, net of cash acquired			(30)	(4)
Payments to acquire other investments			(5)	(5)
Net cash used in investing activities			(105)	(99)
CASH FLOWS FROM FINANCING ACTIVITIES
Proceeds from draw down of revolving credit facility			2	20
Proceeds from Issuance of Senior Long-term Debt			522	0
Payments of Debt Issuance Costs			8	0
Senior notes issued	800
Repayments of debt			(532)	(11)
Payments of Debt Extinguishment Costs		65	65	0
Repurchase of shares			0	(100)
Proceeds from issue of shares			105	41
Excess Tax Benefit (Tax Deficiency) from Share-based Compensation, Financing Activities			1	2
Dividends paid			(144)	(139)
Proceeds from Noncontrolling Interests			0	3
Acquisition of noncontrolling interests			(4)	(29)
Dividends paid to noncontrolling interests			(9)	(11)
Amounts owed by (to) Group undertakings			0	0
Net cash used in continuing financing activities			(132)	(224)
INCREASE IN CASH AND CASH EQUIVALENTS			129	(13)
Effect of exchange rate changes on cash and cash equivalents			(6)	1
CASH AND CASH EQUIVALENTS, BEGINNING OF PERIOD			500	436
CASH AND CASH EQUIVALENTS, END OF PERIOD		623	623	424
Willis Group Holdings
Condensed Financial Statements, Captions [Line Items]
Net Cash Provided by (Used in) Operating Activities			(43)	(43)
CASH FLOWS FROM INVESTING ACTIVITIES
Proceeds on disposal of fixed and intangible assets			0	0
Additions to fixed assets			0	0
Payments to Acquire Intangible Assets			0	0
Acquisitions of subsidiaries, net of cash acquired			0	0
Payments to acquire other investments			0	0
Net cash used in investing activities			0	0
CASH FLOWS FROM FINANCING ACTIVITIES
Proceeds from draw down of revolving credit facility			0	0
Proceeds from Issuance of Senior Long-term Debt			0
Payments of Debt Issuance Costs			0
Repayments of debt			0	0
Payments of Debt Extinguishment Costs			0
Repurchase of shares				(100)
Proceeds from issue of shares			105	41
Excess Tax Benefit (Tax Deficiency) from Share-based Compensation, Financing Activities			1	0
Dividends paid			(144)	(139)
Proceeds from Noncontrolling Interests
Acquisition of noncontrolling interests			0	0
Dividends paid to noncontrolling interests			0	0
Amounts owed by (to) Group undertakings			83	242
Net cash used in continuing financing activities			45	44
INCREASE IN CASH AND CASH EQUIVALENTS			2	1
Effect of exchange rate changes on cash and cash equivalents			0	0
CASH AND CASH EQUIVALENTS, BEGINNING OF PERIOD			1	0
CASH AND CASH EQUIVALENTS, END OF PERIOD		3	3	1
Guarantor Subsidiaries [Member]
Condensed Financial Statements, Captions [Line Items]
Net Cash Provided by (Used in) Operating Activities			(99)	864
CASH FLOWS FROM INVESTING ACTIVITIES
Proceeds on disposal of fixed and intangible assets			2	0
Additions to fixed assets			(15)	(19)
Payments to Acquire Intangible Assets			0	0
Acquisitions of subsidiaries, net of cash acquired			0	0
Payments to acquire other investments			0	0
Net cash used in investing activities			(13)	(19)
CASH FLOWS FROM FINANCING ACTIVITIES
Proceeds from draw down of revolving credit facility			0	20
Proceeds from Issuance of Senior Long-term Debt			522
Payments of Debt Issuance Costs			8
Repayments of debt			(532)	(7)
Payments of Debt Extinguishment Costs			65
Repurchase of shares
Proceeds from issue of shares			0	0
Excess Tax Benefit (Tax Deficiency) from Share-based Compensation, Financing Activities			0	0
Dividends paid			0	0
Proceeds from Noncontrolling Interests
Acquisition of noncontrolling interests			0	0
Dividends paid to noncontrolling interests			0	0
Amounts owed by (to) Group undertakings			198	(1,021)
Net cash used in continuing financing activities			115	(1,008)
INCREASE IN CASH AND CASH EQUIVALENTS			3	(163)
Effect of exchange rate changes on cash and cash equivalents			0	0
CASH AND CASH EQUIVALENTS, BEGINNING OF PERIOD			0	163
CASH AND CASH EQUIVALENTS, END OF PERIOD		3	3	0
Other
Condensed Financial Statements, Captions [Line Items]
Net Cash Provided by (Used in) Operating Activities			508	146
CASH FLOWS FROM INVESTING ACTIVITIES
Proceeds on disposal of fixed and intangible assets			7	8
Additions to fixed assets			(63)	(78)
Payments to Acquire Intangible Assets			(1)	(1)
Acquisitions of subsidiaries, net of cash acquired			(30)	(4)
Payments to acquire other investments			(5)	(5)
Net cash used in investing activities			(92)	(80)
CASH FLOWS FROM FINANCING ACTIVITIES
Proceeds from draw down of revolving credit facility			2	0
Proceeds from Issuance of Senior Long-term Debt			0
Payments of Debt Issuance Costs			0
Repayments of debt			0	(4)
Payments of Debt Extinguishment Costs			0
Repurchase of shares				0
Proceeds from issue of shares			0	0
Excess Tax Benefit (Tax Deficiency) from Share-based Compensation, Financing Activities			0	2
Dividends paid			0	(657)
Proceeds from Noncontrolling Interests				3
Acquisition of noncontrolling interests			(4)	(29)
Dividends paid to noncontrolling interests			(9)	(11)
Amounts owed by (to) Group undertakings			(281)	779
Net cash used in continuing financing activities			(292)	83
INCREASE IN CASH AND CASH EQUIVALENTS			124	149
Effect of exchange rate changes on cash and cash equivalents			(6)	1
CASH AND CASH EQUIVALENTS, BEGINNING OF PERIOD			499	273
CASH AND CASH EQUIVALENTS, END OF PERIOD		617	617	423
Consolidating adjustments
Condensed Financial Statements, Captions [Line Items]
Net Cash Provided by (Used in) Operating Activities			0	(657)
CASH FLOWS FROM INVESTING ACTIVITIES
Proceeds on disposal of fixed and intangible assets			0	0
Additions to fixed assets			0	0
Payments to Acquire Intangible Assets			0	0
Acquisitions of subsidiaries, net of cash acquired			0	0
Payments to acquire other investments			0	0
Net cash used in investing activities			0	0
CASH FLOWS FROM FINANCING ACTIVITIES
Proceeds from draw down of revolving credit facility			0	0
Proceeds from Issuance of Senior Long-term Debt			0
Payments of Debt Issuance Costs			0
Repayments of debt			0	0
Payments of Debt Extinguishment Costs			0
Repurchase of shares
Proceeds from issue of shares			0	0
Excess Tax Benefit (Tax Deficiency) from Share-based Compensation, Financing Activities			0	0
Dividends paid			0	657
Proceeds from Noncontrolling Interests
Acquisition of noncontrolling interests			0	0
Dividends paid to noncontrolling interests			0	0
Amounts owed by (to) Group undertakings			0	0
Net cash used in continuing financing activities			0	657
INCREASE IN CASH AND CASH EQUIVALENTS			0	0
Effect of exchange rate changes on cash and cash equivalents			0	0
CASH AND CASH EQUIVALENTS, BEGINNING OF PERIOD			0	0
CASH AND CASH EQUIVALENTS, END OF PERIOD		$ 0	$ 0	$ 0

FINANCIAL INFORMATION FOR ISSUER, PARENT GUARANTOR, OTHER GUARANTOR SUBSIDIARIES AND NON-GUARANTOR SUBSIDIARIES (Statement of operations) (Details) (USD $) In Millions, unless otherwise specified	3 Months Ended		9 Months Ended
	Sep. 30, 2013	Sep. 30, 2012	Sep. 30, 2013	Sep. 30, 2012
Condensed Financial Statements, Captions [Line Items]
Commissions and fees	$ 791	$ 749	$ 2,722	$ 2,591
Investment income	4	4	11	14
Other income	0	1	3	4
Total revenues	795	754	2,736	2,609
Labor and Related Expense	(541)	(502)	(1,638)	(1,508)
Other Cost and Expense, Operating	(144)	(146)	(455)	(431)
Depreciation	(21)	(21)	(68)	(59)
Amortization of Intangible Assets	(14)	(14)	(42)	(44)
Net Gain Loss On Disposal Of Operations	0	(1)	0	(1)
Operating Expenses	(720)	(684)	(2,203)	(2,043)
Operating Income (Loss)	75	70	533	566
Investment income from Group undertakings	0	0	0	0
Gains (Losses) on Extinguishment of Debt	(60)	0	(60)	0
Interest Expense	(30)	(32)	(93)	(97)
(Loss) income before income taxes and interest in earnings of associates	(15)	38	380	469
Income Tax Expense (Benefit)	(11)	(10)	(88)	(114)
Income Loss From Continuing Operations Before Interest In Earnings Of Associates	(26)	28	292	355
Interest in earnings of associates, net of tax	(1)	(2)	11	12
Equity account for subsidiaries	0	0	0	0
Income (Loss) from Continuing Operations, Including Portion Attributable to Noncontrolling Interest	(27)	26	303	367
Net Income (Loss) Attributable to Noncontrolling Interest	0	0	(6)	(9)
NET INCOME ATTRIBUTABLE TO WILLIS GROUP HOLDINGS	(27)	26	297	359
Income (Loss) from Discontinued Operations, Net of Tax, Attributable to Parent	0	0	0	1
NET (LOSS) INCOME	(27)	26	303	368
Willis Group Holdings
Condensed Financial Statements, Captions [Line Items]
Commissions and fees	0	0	0	0
Investment income	0	0	0	0
Other income	0	0	0	0
Total revenues	0	0	0	0
Labor and Related Expense	0	0	(1)	(1)
Other Cost and Expense, Operating	3	(1)	(2)	(8)
Depreciation	0	0	0	0
Amortization of Intangible Assets	0	0	0	0
Net Gain Loss On Disposal Of Operations	0	0	0	0
Operating Expenses	3	(1)	(3)	(9)
Operating Income (Loss)	3	(1)	(3)	(9)
Investment income from Group undertakings	0	6	0	6
Gains (Losses) on Extinguishment of Debt	0		0
Interest Expense	(11)	(11)	(32)	(32)
(Loss) income before income taxes and interest in earnings of associates	(8)	(6)	(35)	(35)
Income Tax Expense (Benefit)	0	(6)	0	1
Income Loss From Continuing Operations Before Interest In Earnings Of Associates	(8)	(12)	(35)	(34)
Interest in earnings of associates, net of tax	0	0	0	0
Equity account for subsidiaries	(19)	38	332	393
Income (Loss) from Continuing Operations, Including Portion Attributable to Noncontrolling Interest	(27)	26		359
Net Income (Loss) Attributable to Noncontrolling Interest	0	0	0	0
NET INCOME ATTRIBUTABLE TO WILLIS GROUP HOLDINGS	(27)	26	297	359
Income (Loss) from Discontinued Operations, Net of Tax, Attributable to Parent		0		0
NET (LOSS) INCOME	(27)	26	297	359
Guarantor companies [Member]
Condensed Financial Statements, Captions [Line Items]
Commissions and fees	0	0	0	0
Investment income	3	2	9	8
Other income	0	0	0	0
Total revenues	3	2	9	8
Labor and Related Expense	(48)	(28)	(93)	(50)
Other Cost and Expense, Operating	(50)	(9)	(166)	(63)
Depreciation	(6)	(4)	(18)	(12)
Amortization of Intangible Assets	0	0	0	0
Net Gain Loss On Disposal Of Operations	0	0	0	0
Operating Expenses	(104)	(41)	(277)	(125)
Operating Income (Loss)	(101)	(39)	(268)	(117)
Investment income from Group undertakings	137	1,743	415	2,191
Gains (Losses) on Extinguishment of Debt	(60)		(60)
Interest Expense	(71)	(100)	(219)	(284)
(Loss) income before income taxes and interest in earnings of associates	(95)	1,604	(132)	1,790
Income Tax Expense (Benefit)	4	14	12	32
Income Loss From Continuing Operations Before Interest In Earnings Of Associates	(91)	1,618	(120)	1,822
Interest in earnings of associates, net of tax	0	0	0	0
Equity account for subsidiaries	71	(1,571)	448	(1,421)
Income (Loss) from Continuing Operations, Including Portion Attributable to Noncontrolling Interest	(20)	47		401
Net Income (Loss) Attributable to Noncontrolling Interest	0	0	0	0
NET INCOME ATTRIBUTABLE TO WILLIS GROUP HOLDINGS	(20)	47	328	401
Income (Loss) from Discontinued Operations, Net of Tax, Attributable to Parent		0		0
NET (LOSS) INCOME		47	328	401
Trinity Acquisition Plc [Member]
Condensed Financial Statements, Captions [Line Items]
Commissions and fees	0	0	0	0
Investment income	0	0	0	0
Other income	0	0	0	0
Total revenues	0	0	0	0
Labor and Related Expense	0	0	0	0
Other Cost and Expense, Operating	0	0	0	1
Depreciation	0	0	0	0
Amortization of Intangible Assets	0	0	0	0
Net Gain Loss On Disposal Of Operations	0	0	0	0
Operating Expenses	0	0	0	1
Operating Income (Loss)	0	0	0	1
Investment income from Group undertakings	16	966	45	1,284
Gains (Losses) on Extinguishment of Debt	0		0
Interest Expense	(12)	(9)	(29)	(26)
(Loss) income before income taxes and interest in earnings of associates	4	957	16	1,259
Income Tax Expense (Benefit)	(2)	(5)	(4)	(10)
Income Loss From Continuing Operations Before Interest In Earnings Of Associates	2	952	12	1,249
Interest in earnings of associates, net of tax	0	0	0	0
Equity account for subsidiaries	(35)	(913)	275	(877)
Income (Loss) from Continuing Operations, Including Portion Attributable to Noncontrolling Interest	(33)	39		372
Net Income (Loss) Attributable to Noncontrolling Interest	0	0	0	0
NET INCOME ATTRIBUTABLE TO WILLIS GROUP HOLDINGS	(33)	39	287	372
Income (Loss) from Discontinued Operations, Net of Tax, Attributable to Parent		0		0
NET (LOSS) INCOME		39	287	372
Other
Condensed Financial Statements, Captions [Line Items]
Commissions and fees	791	749	2,722	2,591
Investment income	4	4	11	14
Other income	34	1	(149)	97
Total revenues	829	754	2,584	2,702
Labor and Related Expense	(493)	(474)	(1,544)	(1,457)
Other Cost and Expense, Operating	(122)	(139)	(368)	(367)
Depreciation	(15)	(17)	(50)	(47)
Amortization of Intangible Assets	(16)	(17)	(48)	(53)
Net Gain Loss On Disposal Of Operations	(8)	4	(5)	(19)
Operating Expenses	(654)	(643)	(2,015)	(1,943)
Operating Income (Loss)	175	111	569	759
Investment income from Group undertakings	20	104	68	118
Gains (Losses) on Extinguishment of Debt	0		0
Interest Expense	(83)	(68)	(256)	(210)
(Loss) income before income taxes and interest in earnings of associates	112	147	381	667
Income Tax Expense (Benefit)	(7)	(19)	(94)	(136)
Income Loss From Continuing Operations Before Interest In Earnings Of Associates	105	128	287	531
Interest in earnings of associates, net of tax	(4)	(5)	4	5
Equity account for subsidiaries	0	0	0	0
Income (Loss) from Continuing Operations, Including Portion Attributable to Noncontrolling Interest	101	123		536
Net Income (Loss) Attributable to Noncontrolling Interest	0	0	(6)	(9)
NET INCOME ATTRIBUTABLE TO WILLIS GROUP HOLDINGS	101	123	285	528
Income (Loss) from Discontinued Operations, Net of Tax, Attributable to Parent		0		1
NET (LOSS) INCOME	101	123	291	537
Consolidation entries [Member]
Condensed Financial Statements, Captions [Line Items]
Commissions and fees	0	0	0	0
Investment income	(3)	(2)	(9)	(8)
Other income	(34)	0	152	(93)
Total revenues	(37)	(2)	143	(101)
Labor and Related Expense	0	0	0	0
Other Cost and Expense, Operating	25	3	81	6
Depreciation	0	0	0	0
Amortization of Intangible Assets	2	3	6	9
Net Gain Loss On Disposal Of Operations	8	(5)	5	18
Operating Expenses	35	1	92	33
Operating Income (Loss)	(2)	(1)	235	(68)
Investment income from Group undertakings	(173)	(2,819)	(528)	(3,599)
Gains (Losses) on Extinguishment of Debt	0		0
Interest Expense	147	156	443	455
(Loss) income before income taxes and interest in earnings of associates	(28)	(2,664)	150	(3,212)
Income Tax Expense (Benefit)	(6)	6	(2)	(1)
Income Loss From Continuing Operations Before Interest In Earnings Of Associates	(34)	(2,658)	148	(3,213)
Interest in earnings of associates, net of tax	3	3	7	7
Equity account for subsidiaries	(17)	2,446	(1,055)	1,905
Income (Loss) from Continuing Operations, Including Portion Attributable to Noncontrolling Interest	(48)	(209)		(1,301)
Net Income (Loss) Attributable to Noncontrolling Interest	0	0	0	0
NET INCOME ATTRIBUTABLE TO WILLIS GROUP HOLDINGS	(48)	(209)	(900)	(1,301)
Income (Loss) from Discontinued Operations, Net of Tax, Attributable to Parent		0		0
NET (LOSS) INCOME		$ (209)	$ (900)	$ (1,301)

FINANCIAL INFORMATION FOR ISSUER, PARENT GUARANTOR, OTHER GUARANTOR SUBSIDIARIES AND NON-GUARANTOR SUBSIDIARIES (Comprehensive income) (Details) (USD $) In Millions, unless otherwise specified	3 Months Ended		9 Months Ended
	Sep. 30, 2013	Sep. 30, 2012	Sep. 30, 2013	Sep. 30, 2012
Condensed Financial Statements, Captions [Line Items]
Comprehensive Income (Loss), Net of Tax, Including Portion Attributable to Noncontrolling Interest	$ 46	$ 53	$ 345	$ 395
Comprehensive Income (Loss), Net of Tax, Attributable to Noncontrolling Interest	(1)	0	(6)	(9)
Comprehensive Income (Loss), Net of Tax, Attributable to Parent	45	53	339	386
Willis Group Holdings
Condensed Financial Statements, Captions [Line Items]
Comprehensive Income (Loss), Net of Tax, Including Portion Attributable to Noncontrolling Interest	45	53	339	386
Comprehensive Income (Loss), Net of Tax, Attributable to Noncontrolling Interest	0	0	0	0
Comprehensive Income (Loss), Net of Tax, Attributable to Parent	45	53	339	386
Guarantor companies [Member]
Condensed Financial Statements, Captions [Line Items]
Comprehensive Income (Loss), Net of Tax, Including Portion Attributable to Noncontrolling Interest	51	74	369	428
Comprehensive Income (Loss), Net of Tax, Attributable to Noncontrolling Interest	0	0	0	0
Comprehensive Income (Loss), Net of Tax, Attributable to Parent	51	74	369	428
Trinity Acquisition Plc [Member]
Condensed Financial Statements, Captions [Line Items]
Comprehensive Income (Loss), Net of Tax, Including Portion Attributable to Noncontrolling Interest	31	8	326	342
Comprehensive Income (Loss), Net of Tax, Attributable to Noncontrolling Interest	0	0	0	0
Comprehensive Income (Loss), Net of Tax, Attributable to Parent	31	8	326	342
Other
Condensed Financial Statements, Captions [Line Items]
Comprehensive Income (Loss), Net of Tax, Including Portion Attributable to Noncontrolling Interest	155	144	298	574
Comprehensive Income (Loss), Net of Tax, Attributable to Noncontrolling Interest	(1)	0	(6)	(9)
Comprehensive Income (Loss), Net of Tax, Attributable to Parent	154	144	292	565
Consolidation entries [Member]
Condensed Financial Statements, Captions [Line Items]
Comprehensive Income (Loss), Net of Tax, Including Portion Attributable to Noncontrolling Interest	(236)	(226)	(987)	(1,335)
Comprehensive Income (Loss), Net of Tax, Attributable to Noncontrolling Interest	0	0	0	0
Comprehensive Income (Loss), Net of Tax, Attributable to Parent	$ (236)	$ (226)	$ (987)	$ (1,335)

+ References+ Details

The change in equity [net assets] of a business enterprise during a period from transactions and other events and circumstances from non-owner sources which are attributable to noncontrolling interests. It includes all changes in equity during a period except those resulting from investments by owners and distributions to owners, which are directly or indirectly attributable to that ownership interest in subsidiary equity which is not attributable to the parent.

+ References+ Details