220

204

(195)

(180)

(15)

Other comprehensive (loss) income

^[1]

(204)

(203)

Purchase of subsidiary shares from noncontrolling interests, net

Noncontrolling Interest, Increase from Sale of Parent Equity Interest

Balance, end of year at Dec. 31, 2011

(1)

2,517

1,073

2,160

(744)

(3)

2,486

Balance, end of year, shares at Dec. 31, 2011

173,830,000

Change in equity and other comprehensive income

Shares issued

24,000

Shares repurchased

(2,796,546)

Exercise of stock options and release of non-vested shares

2,122,000

Issue of shares under employee stock compensation plans and related tax benefits

Issue of shares for acquisitions

Share-based compensation

(2)

(433)

(446)

(198)

(187)

(11)

Other comprehensive (loss) income

(100)

^[1]

(100)

(106)

Purchase of subsidiary shares from noncontrolling interests, net

(39)

(31)

(8)

Noncontrolling Interest, Increase from Sale of Parent Equity Interest

Balance, end of year at Dec. 31, 2012

1,725

1,125

1,427

(850)

(3)

1,699

Balance, end of year, shares at Dec. 31, 2012

173,179,000

Change in equity and other comprehensive income

Shares issued

Shares repurchased

Exercise of stock options and release of non-vested shares

5,682,000

Issue of shares under employee stock compensation plans and related tax benefits

153

Issue of shares for acquisitions

Share-based compensation

377

365

(207)

(197)

(10)

Other comprehensive (loss) income

^[1]

157

Purchase of subsidiary shares from noncontrolling interests, net

(4)

Noncontrolling Interest, Increase from Sale of Parent Equity Interest

Balance, end of year at Dec. 31, 2013

$ 2,243

$ 1,316

$ 1,595

$ (693)

$ (3)

$ 2,215

$ 28

Balance, end of year, shares at Dec. 31, 2013

178,861,000

[1]	Based on settlement date the Company repurchased 2,796,546 shares at an average price of $35.87 in 2012.

Nature of Operations

12 Months Ended

Dec. 31, 2013

Organization, Consolidation and Presentation of Financial Statements [Abstract]

NATURE OF OPERATIONS



1.	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

12 Months Ended

Dec. 31, 2013

Accounting Policies [Abstract]

BASIS OF PRESENTATION AND SIGNIFICANT ACCOUNTING POLICIES



2.	BASIS OF PRESENTATION AND SIGNIFICANT ACCOUNTING POLICIES

Recent Accounting Pronouncements

Other Comprehensive Income

In June 2011, the Financial Accounting Standards Board (FASB) issued Accounting Standards Update (ASU) No. 2011-05, Presentation of Comprehensive Income to revise the manner in which entities present comprehensive income in their financial statements. These changes require that components of comprehensive income be presented in either a single continuous statement of comprehensive income or in two separate but consecutive statements. The amendments do not change the items that must be reported in other comprehensive income or when an item of other comprehensive income must be reclassified to net income.This guidance is effective for interim and annual periods beginning after December 15, 2011 and has been applied retrospectively.

ASU No. 2011-05 also requires entities to present on the face of the financial statements reclassification adjustments for items that are reclassified from other comprehensive income to net income in the statement(s) where the components of net income and the components of other comprehensive income are presented. In December 2011, the FASB issued ASU No. 2011-12 in order to defer those changes in ASU No. 2011-05 that relate to the presentation of reclassification adjustments. In February 2013, the FASB issued ASU No. 2013-02, Reporting of Amounts Reclassified Out of Accumulated Other Comprehensive (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 guidance is effective for interim and annual periods beginning after December 15, 2012 and has been applied retrospectively.

Presentation of Unrecognized Tax Benefits

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. The ASU does not affect the recognition or measurement of uncertain tax positions under US GAAP.

However, under the ASU, unrecognized tax benefits, or portions of unrecognised tax benefits, must be presented in the financial statements as a reduction to deferred tax assets when a net operating loss carryforward, a similar tax loss or a tax credit carryforward exists except when:


•	a net operating loss carryforward, a similar tax loss or a tax credit carryfoward is not available at the reporting date under the governing tax laws to settle taxes that would result from the disallowance of the tax position; or


•	the entity does not intend to use the deferred tax asset for this purpose, provided that the tax law permits a choice.

If either of these conditions exists, an entity should present an unrecognized tax benefit in the financial statements as a liability and should not net the unrecognized tax benefit with a deferred tax asset.

The amendments under the ASU:


•	are effective prospectively for annual and interim periods beginning after December 15, 2013 although early adoption is permitted; and


•	should be applied to all unrecognized tax benefits that exist as of the effective date although entities may choose to apply the amendments retrospectively to each prior reporting period presented.

The Company has decided to not adopt this guidance early. However, as an indication of the likely balance sheet reclassification based on the position at December 31, 2013, the Company had recognized $22 million of unrecognized tax benefits within Other non-current liabilities that would be reclassified to Non-current deferred tax assets. The Company has not yet determined whether it will apply the amendments to the prior reporting period for its first quarter 2014 reporting.

Significant Accounting Policies

These consolidated financial statements conform to accounting principles generally accepted in the United States of America (‘US GAAP’). Presented below are summaries of significant accounting policies followed in the preparation of the consolidated financial statements.

Certain reclassifications have been made to prior year amounts to conform to current year presentation.

Principles of Consolidation

The accompanying consolidated financial statements include the accounts of Willis Group Holdings and its subsidiaries, which are controlled through the ownership of a majority voting interest. Intercompany balances and transactions have been eliminated on consolidation.

Foreign Currency Translation

Transactions in currencies other than the functional currency of the entity are recorded at the rates of exchange prevailing at the date of the transaction. Monetary assets and liabilities in currencies other than the functional currency are translated at the rates of exchange prevailing at the balance sheet date and the related transaction gains and losses are reported in the statements of operations. Certain intercompany loans are determined to be of a long-term investment nature. The Company records transaction gains and losses from remeasuring such loans as a component of other comprehensive income.

Upon consolidation, the results of operations of subsidiaries and associates whose functional currency is other than the US dollar are translated into US dollars at the average exchange rate and assets and liabilities are translated at year-end exchange rates. Translation adjustments are presented as a separate component of other comprehensive income in the financial statements and are included in net income only upon sale or liquidation of the underlying foreign subsidiary or associated company.

Use of Estimates

The preparation of financial statements in conformity with US GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosures of contingent assets and liabilities as of the dates of the financial statements and the reported amounts of revenues and expenses during the year. In the preparation of these consolidated financial statements, estimates and assumptions have been made by management concerning: the valuation of intangible assets and goodwill (including those acquired through business combinations); the selection of useful lives of fixed and intangible assets; impairment testing; provisions necessary for accounts receivable, commitments and contingencies and accrued liabilities; long-term asset returns, discount rates and mortality rates in order to estimate pension liabilities and pension expense; income tax valuation allowances; and other similar evaluations. Actual results could differ from the estimates underlying these consolidated financial statements.

Cash and Cash Equivalents

Cash and cash equivalents primarily consist of time deposits with original maturities of three months or less.

Fiduciary Assets and Fiduciary Liabilities

In its capacity as an insurance agent or broker, the Company collects premiums from insureds and, after deducting its commissions, remits the premiums to the respective insurers; the Company also collects claims or refunds from insurers which it then remits to insureds.

Fiduciary Receivables

Fiduciary receivables represent uncollected premiums from insureds and uncollected claims or refunds from insurers.

Fiduciary Funds

Fiduciary funds represent unremitted premiums received from insureds and unremitted claims or refunds received from insurers. Fiduciary funds are generally required to be kept in certain regulated bank accounts subject to guidelines which emphasize capital preservation and liquidity. Such funds are not available to service the Company’s debt or for other corporate purposes. Notwithstanding the legal relationships with insureds and insurers, the Company is entitled to retain investment income earned on fiduciary funds in accordance with industry custom and practice and, in some cases, as supported by agreements with insureds.

In certain instances, the Company advances premiums, refunds or claims to insurance underwriters or insureds prior to collection. Such advances are made from fiduciary funds and are reflected in the accompanying consolidated balance sheets as fiduciary assets.

Fiduciary Liabilities

The obligations to remit these funds to insurers or insureds are recorded as fiduciary liabilities on the Company’s consolidated balance sheets. The period for which the Company holds such funds is dependent upon the date the insured remits the payment of the premium to the Company and the date the Company is required to forward such payment to the insurer. Balances arising from insurance brokerage transactions are reported as separate assets or liabilities.

Accounts Receivable

Accounts receivable are stated at estimated net realizable values. Allowances are recorded, when necessary, in an amount considered by management to be sufficient to meet probable future losses related to uncollectible accounts.

Fixed Assets

Fixed assets are stated at cost less accumulated depreciation. Expenditures for improvements are capitalized; repairs and maintenance are charged to expenses as incurred. Depreciation is computed using the straight-line method based on the estimated useful lives of assets.

Depreciation on buildings and long leaseholds is calculated over the lesser of 50 years or the lease term. Depreciation on leasehold improvements is calculated over the lesser of the useful life of the assets or the remaining lease term. Depreciation on furniture and equipment is calculated based on a range of 3 to 10 years. Freehold land is not depreciated.

Recoverability of Fixed Assets

Long-lived assets are tested for recoverability whenever events or changes in circumstance indicate that their carrying amounts may not be recoverable. An impairment loss is recognized if the carrying amount of a long-lived asset is not recoverable and exceeds its fair value. Recoverability is determined based on the undiscounted cash flows expected to result from the use and eventual disposition of the asset or asset group. Long-lived assets and certain identifiable intangible assets to be disposed of are reported at the lower of carrying amount or fair value less cost to sell.

Operating Leases

Rentals payable on operating leases are charged straight line to expenses over the lease term as the rentals become payable.

Goodwill and Other Intangible Assets

Goodwill represents the excess of the cost of businesses acquired over the fair value of identifiable net assets at the dates of acquisition. The Company reviews goodwill for impairment annually and whenever facts or circumstances indicate that the carrying amounts may not be recoverable. In testing for impairment, the fair value of each reporting unit is compared with its carrying value, including goodwill. If the carrying amount of a reporting unit exceeds its fair value, the amount of an impairment loss, if any, is calculated by comparing the implied fair value of reporting unit goodwill with the carrying amount of that goodwill.

Acquired intangible assets are amortized over the following periods:



		Expected
	Amortization basis	life (years)
Acquired other intangible assets	Straight line	10
Acquired client relationships	In line with underlying cashflows	10 to 20
Acquired non-compete agreements	Straight line	5
Acquired trade names	Straight line	3 to 4

Amortizable intangible assets are reviewed for impairment whenever events or changes in circumstances indicate that their carrying amounts may not be recoverable.

Investments in Associates

Investments are accounted for using the equity method of accounting if the Company has the ability to exercise significant influence, but not control, over the investee. Significant influence is generally deemed to exist if the Company has an equity ownership in the voting stock of the investee between 20 and 50 percent, although other factors, such as representation on the Board of Directors and the impact of commercial arrangements, are considered in determining whether the equity method of accounting is appropriate. Under the equity method of accounting the investment is carried at cost of acquisition, plus the Company’s equity in undistributed net income since acquisition, less any dividends received since acquisition.

The Company periodically reviews its investments in associates for which fair value is less than cost to determine if the decline in value is other than temporary. If the decline in value is judged to be other than temporary, the cost basis of the investment is written down to fair value. The amount of any write-down is included in the statements of operations as a realized loss.

All other equity investments where the Company does not have the ability to exercise significant influence are accounted for by the cost method. Such investments are not publicly traded.

Derivative Financial Instruments

The Company uses derivative financial instruments for other than trading purposes to alter the risk profile of an existing underlying exposure. Interest rate swaps are used to manage interest risk exposures. Forward foreign currency exchange contracts are used to manage currency exposures arising from future income and expenses. The fair values of derivative contracts are recorded in other assets and other liabilities. The effective portions of changes in the fair value of derivatives that qualify for hedge accounting as cash flow hedges are recorded in other comprehensive income. Amounts are reclassified from other comprehensive income into earnings when the hedged exposure affects earnings. If the derivative is designated as and qualifies as an effective fair value hedge, the changes in the fair value of the derivative and of the hedged item attributable to the hedged risk are both recognized in earnings. The amount of hedge ineffectiveness recognized in earnings is based on the extent to which an offset between the fair value of the derivative and hedged item is not achieved. Changes in fair value of derivatives that do not qualify for hedge accounting, together with any hedge ineffectiveness on those that do qualify, are recorded in other operating expenses or interest expense as appropriate.

Income Taxes

The Company recognizes deferred tax assets and liabilities for the estimated future tax consequences of events attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases and operating and capital loss and tax credit carry forwards. Deferred tax assets and liabilities are measured using enacted rates in effect for the year in which the differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of changes in tax rates is recognized in the statement of operations in the period in which the change is enacted. Deferred tax assets are reduced through the establishment of a valuation allowance at such time as, based on available evidence, it is more likely than not that the deferred tax assets will not be realized. The Company adjusts valuation allowances to measure deferred tax assets at the amount considered realizable in future periods if the Company’s facts and assumptions change. In making such determination, the Company considers all available positive and negative evidence, including future reversals of existing taxable temporary differences, projected future taxable income, tax planning strategies and recent financial operations.

Positions taken in the Company’s tax returns may be subject to challenge by the taxing authorities upon examination. The Company recognizes the benefit of uncertain tax positions in the financial statements when it is more likely than not that the position will be sustained on examination by the tax authorities upon lapse of the relevant statute of limitations, or when positions are effectively settled. The benefit recognized is the largest amount of tax benefit that is greater than 50 percent likely to be realized on settlement with the tax authority, assuming full knowledge of the position and all relevant facts. The Company adjusts its recognition of these uncertain tax benefits in the period in which new information is available impacting either the recognition or measurement of its uncertain tax positions. These differences will be reflected as increases or decreases to income tax expense in the period in which they are determined.

Changes in tax laws and rates could also affect recorded deferred tax assets and liabilities in the future. Management is not aware of any such changes that would have a material effect on the Company’s results of operations, cash flows or financial position.

The Company recognizes interest and penalties relating to unrecognized tax benefits within income taxes.

Provisions for Liabilities

The Company is subject to various actual and potential claims, lawsuits and other proceedings. The Company records liabilities for such contingencies including legal costs when it is probable that a liability has been incurred before the balance sheet date and the amount can be reasonably estimated. To the extent such losses can be recovered under the Company’s insurance programs, estimated recoveries are recorded when losses for insured events are realized. Significant management judgment is required to estimate the amounts of such contingent liabilities and the related insurance recoveries. The Company analyzes its litigation exposure based on available information, including consultation with outside counsel handling the defense of these matters, to assess its potential liability. Contingent liabilities are not discounted.

Pensions

The Company has two principal defined benefit pension plans which cover approximately half of employees in the United States and United Kingdom. Both these plans are now closed to new entrants. New employees in the United Kingdom are offered the opportunity to join a defined contribution plan and in the United States are offered the opportunity to join a 401(k) plan. In addition, there are smaller plans in certain other countries in which the Company operates, including a non-qualified plan in the United States. Elsewhere, pension benefits are typically provided through defined contribution plans.

Defined benefit plans

The net periodic cost of the Company’s defined benefit plans are measured on an actuarial basis using the projected unit credit method and several actuarial assumptions the most significant of which are the discount rate and the expected long-term rate of return on plan assets. Other material assumptions include rates of participant mortality, the expected long-term rate of compensation and pension increases and rates of employee termination. Gains and losses occur when actual experience differs from actuarial assumptions. If such gains or losses exceed ten percent of the greater of plan assets or plan liabilities the Company amortizes those gains or losses over the average remaining service period or average remaining life expectancy as appropriate of the plan participants.

In accordance with US GAAP the Company records on the balance sheet the funded status of its pension plans based on the projected benefit obligation.

Defined contribution plans

Contributions to the Company’s defined contribution plans are recognized as they fall due. Differences between contributions payable in the year and contributions actually paid are shown as either other assets or other liabilities in the consolidated balance sheets.

Share-Based Compensation

The Company accounts for share-based compensation as follows:


•	the cost resulting from all equity awards is recognized in the financial statements at fair value estimated at the grant date;


•	the fair value is recognized (generally as compensation cost) over the requisite service period for all awards that vest; and


•	compensation cost is not recognized for awards that do not vest because service or performance conditions are not satisfied.

Revenue Recognition

Revenue includes insurance commissions, fees for services rendered, certain commissions receivable from insurance carriers, investment income and other income.

Brokerage income and fees negotiated in lieu of brokerage are recognized at the later of policy inception date or when the policy placement is complete. Commissions on additional premiums and adjustments are recognized when approved by or agreed between the parties and collectability is reasonably assured.

Fees for risk management and other services are recognized as the services are provided. Consideration for negotiated fee arrangements for an agreed period covering multiple insurance placements, the provision of risk management and/or other services are allocated to all deliverables on the basis of their relative selling prices. The Company establishes contract cancellation reserves where appropriate: at December 31, 2013, 2012 and 2011, such amounts were not material.

During the year ended December 31, 2013, the Company aligned the recognition of revenue in China and its North America Personal Lines business with the rest of the Group. The impact of these realignments was not material for prior periods and, consequently, the impacts of the realignments have been made in 2013.

Investment income is recognized as earned.

Other income comprises gains on disposal of intangible assets, which primarily arise on the disposal of books of business. Although the Company is not in the business of selling intangible assets, from time to time the Company will dispose of a book of business (a customer list) or other intangible assets that do not produce adequate margins or fit with the Company’s strategy.

Employees

12 Months Ended

Dec. 31, 2013

EMPLOYEES



3.	EMPLOYEES

The average number of persons, including Executive Directors, employed by the Company is as follows:



	Years ended December 31,
	2013	2012	2011
Global	4,545	4,304	4,042

North America	6,334	6,323	6,479
International	7,072	6,843	6,634
Total Retail	13,406	13,166	13,113
Total average number of employees for the year	17,951	17,470	17,155

Salaries and benefits expense comprises the following:



	Years ended December 31,
	2013			2012		2011
	(millions)
Salaries and other compensation awards including amortization and write-off of cash retention awards of $6 million, $416 million and $185 million (see below)	$	1,953		$	2,258	$	1,776
Share-based compensation	42			32		41
Severance costs	32			6		89
Social security costs	135			133		130
Retirement benefits — defined benefit plan (income) expense	(4		)	2		11
Retirement benefits — defined contribution plan expense	49			44		40
Total salaries and benefits expense	$	2,207		$	2,475	$	2,087

Severance Costs

Severance costs arise in the normal course of business and these charges amounted to $4 million in the year ended December 31, 2013 (2012: $6 million; 2011: $nil).

During the year ended December 31, 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.

During 2011, the Company incurred additional severance costs of $89 million relating to the Company's 2011 Operational Review. These costs relate to approximately 1,200 positions that were eliminated.

Cash Retention Awards

For the past several years, certain cash retention awards under the Company's annual incentive programs included a feature which required the recipient to repay a proportionate amount of the annual award if the employee voluntarily left the Company before a specified date, which was generally three years following the award. As previously disclosed, the Company made the cash payment to the recipient in the year of grant and recognized the payment in expense ratably over the period it was subject to repayment, beginning in the quarter in which the award was made. The unamortized portion of cash retention awards was recorded within 'other current assets' and 'other non-current assets' in the consolidated balance sheet.

The following table sets out the amount of cash retention awards made and the related amortization of those awards for the years ended December 31, 2013, 2012 and 2011:



	Years ended December 31,
	2013		2012		2011
	(millions)
Cash retention awards made	$	12	$	221	$	210
Amortization of cash retention awards included in salaries and benefits	6		216		185

In December 2012, the Company decided to eliminate the repayment requirement from the past annual cash retention awards and, as a result, recognized a one-time, non-cash, pre-tax charge of $200 million which represented the write-off of the unamortized balance of past awards at that date.

There were however, a number of off-cycle awards with a fixed guarantee attached, for which the Company has not waived the repayment requirement. The unamortized portion of retention awards amounted to $15 million at December 31, 2013 (2012: $9 million; 2011: $196 million).

In addition, in 2012, the Company replaced annual cash retention awards with annual cash bonuses which did not include a repayment requirement. As at December 31, 2012, the Company had accrued $252 million for these bonuses.

Disclosure of Compensation Related Costs, Share-based Payments [Abstract]

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.

+ References+ Details

Share-Based Compensation

12 Months Ended

Dec. 31, 2013

SHARE-BASED COMPENSATION



4.	SHARE-BASED COMPENSATION

On December 31, 2013, the Company had a number of open share-based compensation plans, which provide for the grant of time-based options and performance-based options, time-based restricted stock units and performance-based restricted stock units, and various other share-based grants to employees. All of the Company’s share-based compensation plans under which any options, restricted stock units or other share-based grants are outstanding as at December 31, 2013 are described below. The compensation cost that has been recognized for those plans for the year ended December 31, 2013 was $42 million (2012: $32 million; 2011: $41 million). The total income tax benefit recognized in the statement of operations for share-based compensation arrangements for the year ended December 31, 2013 was $9 million (2012: $9 million; 2011: $11 million).

2012 Equity Incentive Plan

This plan, which was established on April 25, 2012, provides for the granting of ISOs, time-based or performance-based non-statutory stock options, share appreciation rights ('SARs'), restricted shares, time-based or performance-based restricted share units ('RSUs'), performance-based awards and other share-based grants or any combination thereof (collectively referred to as 'Awards') to employees, officers, directors and consultants ('Eligible Individuals') of the Company and any of its subsidiaries (the 'Willis Group'). The Board of Directors also adopted a sub-plan under the 2012 plan to provide an employee sharesave scheme in the UK.

There are 13,776,935 shares available for grant under this plan. In addition, Shares subject to awards that were granted under the Willis Group Holdings 2008 Share Purchase and Option Plan, that terminate, expire or lapse for any reason will be made available for future Awards under this Plan. Options are exercisable on a variety of dates, including from the second, third, fourth or fifth anniversary of grant. Unless terminated sooner by the Board of Directors, the 2012 Plan will expire 10 years after the date of its adoption. That termination will not affect the validity of any grants outstanding at that date.

2008 Share Purchase and Option Plan

This plan, which was established on April 23, 2008, provides for the granting of time and performance-based options, restricted stock units and various other share-based grants at fair market value to employees of the Company. The 2008 plan was terminated as at April 25, 2012 and no further grants will be made under this plan. Any shares available for grant under the 2008 plan were included in the 2012 Equity Incentive Plan availability.

Options are exercisable on a variety of dates, including from the third, fourth or fifth anniversary of grant.

2001 Share Purchase and Option Plan

This plan, which was established on May 3, 2001, provides for the granting of time-based options, restricted stock units and various other share-based grants at fair market value to employees of the Company. The Board of Directors has adopted several sub-plans under the 2001 plan to provide employee sharesave schemes in the UK, Ireland and internationally. The 2001 Plan (and all sub-plans) expired on May 3, 2011 and no further grants will be made under the plan. Options are exercisable on a variety of dates, including from the first, second, third, sixth or eighth anniversary of grant, although for certain options the exercisable date may accelerate depending on the achievement of certain performance goals.

HRH Option Plans

Options granted under the Hilb Rogal and Hamilton Company 2000 Stock Incentive Plan (‘HRH 2000 Plan’) and the Hilb Rogal & Hobbs Company 2007 Stock Incentive Plan (the ‘HRH 2007 Plan’) were converted into options to acquire shares of Willis Group Holdings. No further grants are to be made under the HRH 2000 Plan. Willis is authorized to grant equity awards under the HRH 2007 Plan until 2017 to employees who were formerly employed by HRH and to new employees who have joined Willis or one of its subsidiaries since October 1, 2008, the date that the acquisition of HRH was completed.

Employee Stock Purchase Plans

The Company has adopted the Willis Group Holdings 2001 North America Employee Share Purchase Plan, which expired on May 31, 2011 and the Willis Group Holdings 2010 North America Employee Stock Purchase Plan, which expires on May 31, 2020. They provide certain eligible employees to the Company’s subsidiaries in the US and Canada the ability to contribute payroll deductions to the purchase of Willis Shares at the end of each offering period.

Option Valuation Assumptions

The fair value of each option is estimated on the date of grant using the Black-Scholes option pricing model that uses the assumptions noted in the following table. Expected volatility is based on historical volatility of the Company’s stock. The Company uses the simplified method set out in Accounting Standard Codification (‘ASC’) 718-10-S99 to derive the expected term of options granted as it does not have sufficient historical exercise data to provide a reasonable basis upon which to estimate expected term. The risk-free rate for periods within the expected life of the option is based on the US Treasury yield curve in effect at the time of grant.



	Years ended December 31,
	2013		2012		2011
Expected volatility	24.7	%	32.1	%	31.4	%
Expected dividends	2.6	%	3.2	%	2.5	%
Expected life (years)	4		5		6
Risk-free interest rate	1.5	%	0.9	%	2.2	%

A summary of option activity under the plans at December 31, 2013, and changes during the year then ended is presented below:



			Weighted Average Exercise		Weighted Average Remaining Contractual	Aggregate Intrinsic
(Options in thousands)	Options		Price⁽ⁱ⁾		Term	Value
						(millions)
Time-based stock options
Balance, beginning of year	10,152		$	33.44
Granted	1,612		$	42.77
Exercised	(3,697	)	$	32.10
Forfeited	(47	)	$	38.42
Expired	(37	)	$	26.68
Balance, end of year	7,983		$	35.95	4 years	$	71
Options vested or expected to vest at December 31, 2013	7,308		$	35.99	4 years	$	64
Options exercisable at December 31, 2013	3,976		$	35.38	1 year	$	37
Performance-based stock options
Balance, beginning of year	6,517		$	32.19
Exercised	(1,111	)	$	29.27
Forfeited	(146	)	$	32.40
Balance, end of year	5,260		$	32.80	4 years	$	63
Options vested or expected to vest at December 31, 2013	4,675		$	32.61	4 years	$	57
Options exercisable at December 31, 2013	2,716		$	31.48	3 years	$	36

_________________________________


⁽ⁱ⁾	Certain options are exercisable in pounds sterling and are converted to dollars using the exchange rate at December 31, 2013.

The weighted average grant-date fair value of time-based options granted during the year ended December 31, 2013 was $7.74 (2012: $6.98; 2011: $9.49). The total intrinsic value of options exercised during the year ended December 31, 2013 was $32 million (2012: $8 million; 2011: $17 million). At December 31, 2013 there was $20 million of total unrecognized compensation cost related to nonvested share-based compensation arrangements under time-based stock option plans; that cost is expected to be recognized over a weighted average period of 2 years.

There were no performance-based options granted during the year ended December 31, 2013. The weighted average grant-date fair value of performance-based options was $7.61 in the year ended December 31, 2012 (2011: $10.26). The total intrinsic value of options exercised during the year ended December 31, 2013 was $14 million (2012: $5 million; 2011: $1 million). At December 31, 2013 there was $7 million of total unrecognized compensation cost related to nonvested share-based compensation arrangements under performance-based stock option plans; that cost is expected to be recognized over a weighted-average period of 1 year.

A summary of restricted stock unit activity under the Plans at December 31, 2013, and changes during the year then ended is presented below:



			Weighted Average Grant Date
(Units awarded in thousands)	Shares		Fair Value
Nonvested shares (restricted stock units)
Balance, beginning of year	2,525		$	33.80
Granted	1,377		$	44.33
Vested	(874	)	$	34.02
Forfeited	(99	)	$	33.09
Balance, end of year	2,929		$	38.71

The total number of restricted stock units vested during the year ended December 31, 2013 was 873,670 shares at an average share price of $41.10 (2012: 408,005 shares at an average share price of $35.82). At December 31, 2013 there was $82 million of total unrecognized compensation cost related to nonvested share-based compensation arrangements under the plan; that cost is expected to be recognized over a weighted average period of 3 years.

Cash received from option exercises under all share-based payment arrangements for the year ended December 31, 2013 was $155 million (2012: $53 million; 2011: $60 million). The actual tax benefit recognized for the tax deductions from option exercises of the share-based payment arrangements totaled $28 million for the year ended December 31, 2013 (2012: $8 million; 2011: $18 million).

Discontinued Operations and Disposal Groups [Abstract]

The entire disclosure for compensation-related costs for equity-based compensation, which may include disclosure of policies, compensation plan details, allocation of equity compensation, incentive distributions, equity-based arrangements to obtain goods and services, deferred compensation arrangements, employee stock ownership plan details and employee stock purchase plan details.

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Net (Loss) Gain on Disposal of Operations

12 Months Ended

Dec. 31, 2013

NET (LOSS) GAIN ON DISPOSAL OF OPERATIONS



6.	NET GAIN (LOSS) ON DISPOSAL OF OPERATIONS

A gain on disposal of $2 million is recorded in the consolidated statements of operations for the year ended December 31, 2013. This principally relates to the disposal of an associated undertaking based in Spain.

A loss on disposal of $3 million is recorded in the consolidated statements of operations for the year ended December 31, 2012. This principally relates to the termination of a joint venture arrangement in India.

A gain on disposal of $4 million is recorded in the consolidated statements of operations for the year ended December 31, 2011 following conclusion of the accounting for the Gras Savoye December 2009 leveraged transaction — see Note 15 — 'Investments in Associates'.

The entire disclosure for the facts and circumstances leading to the completed or expected disposal, manner and timing of disposal, the gain (loss) recognized in the income statement and the income statement caption that includes that gain (loss), amounts of revenues and pretax profit or loss reported in discontinued operations, the segment in which the disposal group was reported, and the classification (whether sold or classified as held for sale) and carrying value of the assets and liabilities comprising the disposal group. Includes all disposal groups, including those classified as components of the entity (discontinued operations).

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+ Details

Income Taxes

12 Months Ended

Dec. 31, 2013

Income Tax Disclosure [Abstract]

INCOME TAXES



7.	INCOME TAXES

An analysis of income from continuing operations before income taxes and interest in earnings of associates by location of the taxing jurisdiction is as follows:



	Years ended December 31,
	2013			2012			2011
	(millions)
Ireland	$	(52	)	$	(47	)	$	(39	)
US	(11		)	(615		)	(25		)
UK	282			25			(58		)
Other jurisdictions	280			300			361
Income (loss) from continuing operations before income taxes and interest in earnings of associates	$	499		$	(337	)	$	239

The provision for income taxes by location of the taxing jurisdiction consisted of the following:



	Years ended December 31,
	2013		2012			2011
	(millions)
Current income taxes:
US federal tax	$	7	$	3		$	5
US state and local taxes	3		1			1
UK corporation tax	28		2			(37		)
Other jurisdictions	45		41			46
Total current taxes	83		47			15
Deferred taxes:
US federal tax	10		(44		)	(6		)
US state and local taxes	1		(41		)	1
Effect of additional US valuation allowance	2		113			—
UK corporation tax	17		27			20
Other jurisdictions	9		(1		)	2
Total deferred taxes	39		54			17
Total income taxes	$	122	$	101		$	32

The reconciliation between US federal income taxes at the statutory rate and the Company’s provision for income taxes on continuing operations is as follows:



	Years ended December 31,
	2013			2012			2011
	(millions, except percentages)
Income (loss) from continuing operations before income taxes and interest in earnings of associates	$	499		$	(337	)	$	239
US federal statutory income tax rate	35		%	35		%	35		%
Income tax expense at US federal tax rate	175			(118		)	84
Adjustments to derive effective rate:
Non-deductible expenditure	19			15			15
Tax impact of internal restructurings	11			—			—
Movement in provision for unrecognized tax benefits	(1		)	6			3
Impairment of non-qualifying goodwill	—			137			—
Impact of change in tax rate on deferred tax balances	(4		)	(3		)	(3		)
Adjustment in respect of prior periods	1			6			(13		)
Effect of foreign exchange and other differences	1			2			1
Changes in valuation allowances applied to deferred tax assets	—			114			5
Net tax effect of intra-group items	(30		)	(31		)	(31		)
Tax differentials of foreign earnings:
Foreign jurisdictions	(54		)	(12		)	(31		)
US state taxes and local taxes	4			(15		)	2
Provision for income taxes	$	122		$	101		$	32

Willis Group Holdings plc is a non-trading holding company tax resident in Ireland where it is taxed at the statutory rate of 25%. The provision for income tax on continuing operations has been reconciled above to the US federal statutory tax rate of 35% to be consistent with prior periods.

The net tax effect of intra-group items principally relates to transactions, the pre-tax effect of which has been eliminated in arriving at the Company’s consolidated income from continuing operations before income taxes.

The significant components of deferred income tax assets and liabilities and their balance sheet classifications are as follows:



	December 31,
	2013			2012
	(millions)
Deferred tax assets:
Accrued expenses not currently deductible	$	153		$	120
US state net operating losses	70			64
US federal net operating losses	—			28
UK net operating losses	3			—
Other net operating losses	5			8
UK capital losses	43			42
Accrued retirement benefits	47			101
Deferred compensation	37			48
Stock options	25			40
Gross deferred tax assets	383			451
Less: valuation allowance	(196		)	(221		)
Net deferred tax assets	$	187		$	230
Deferred tax liabilities:
Cost of intangible assets, net of related amortization	$	120		$	118
Cost of tangible assets, net of related amortization	44			51
Prepaid retirement benefits	56			35
Accrued revenue not currently taxable	23			29
Cash retention award	—			2
Tax-leasing transactions	—			1
Financial derivative transactions	3			2
Deferred tax liabilities	246			238
Net deferred tax (liability) asset	$	(59	)	$	(8	)



	December 31,
	2013			2012
	(millions)
Balance sheet classifications:
Current:
Deferred tax assets	$	15		$	13
Deferred tax liabilities	(25		)	(21		)
Net current deferred tax liabilities	(10		)	(8		)
Non-current:
Deferred tax assets	7			18
Deferred tax liabilities	(56		)	(18		)
Net non-current deferred tax liabilities	(49		)	—
Net deferred tax liabilities	$	(59	)	$	(8	)

As a result of certain realization requirements of ASC 718 Compensation - Stock Compensation, the table of deferred tax assets and liabilities shown above does not include certain deferred tax assets of $8 million (2012: $nil), that arose directly from tax deductions related to equity compensation greater than compensation recognized for financial reporting. Equity will be increased by $8 million if and when such deferred tax assets are ultimately realized. The Company uses a 'with and without' basis when determining when excess tax benefits have been realized.

At December 31, 2013 the Company had valuation allowances of $196 million (2012: $221 million) to reduce its deferred tax assets to estimated realizable value. The valuation allowances at December 31, 2013 relate to deferred tax assets arising from UK capital loss carryforwards ($43 million) and other net operating losses ($4 million), which have no expiration date, and to the deferred tax assets in the US ($149 million). US Federal net operating losses will expire between 2028 and 2032 and US State net operating losses will expire by 2032. Capital loss carryforwards can only be offset against future UK capital gains.



	Balance at beginning of year		Additions/ (releases) charged to costs and expenses		Other movements			Foreign exchange differences			Balance at end of year
Description	Balance at beginning of year		Additions/ (releases) charged to costs and expenses		Other movements			Foreign exchange differences			Balance at end of year
	(millions)
Year Ended December 31, 2013
Deferred tax valuation allowance	$	221	$	15	$	(40	)	$	—		$	196
Year Ended December 31, 2012
Deferred tax valuation allowance	102		110		12			(3		)	221
Year Ended December 31, 2011
Deferred tax valuation allowance	87		—		15			—			102

The amount charged to tax expense in the table above differs from the effect of $nil disclosed in the rate reconciliation primarily because the movement in this table includes effects of state taxes, which are disclosed separately in the rate reconciliation. The impact of Other movements is primarily recorded in other comprehensive income.

At December 31, 2013 the Company had deferred tax assets of $187 million (2012: $230 million), net of the valuation allowance. Management believes, based upon the level of historical taxable income and projections for future taxable income, it is more likely than not that the Company will realize the benefits of these deductible differences, net of the valuation allowance. However, the amount of the deferred tax asset considered realizable could be adjusted in the future if estimates of taxable income are revised.

The Company recognizes deferred tax balances related to the undistributed earnings of subsidiaries when the Company expects that it will recover those undistributed earnings in a taxable manner, such as through receipt of dividends or sale of the investments. The Company does not, however, provide for income taxes on the unremitted earnings of certain other subsidiaries where, in management’s opinion, such earnings have been indefinitely reinvested in those operations, or will be remitted either in a tax free liquidation or as dividends with taxes substantially offset by foreign tax credits. It is not practical to determine the amount of unrecognized deferred tax liabilities for temporary differences related to these investments.

Unrecognized tax benefits

Total unrecognized tax benefits as at December 31, 2013, totaled $41 million. During the next 12 months it is reasonably possible that the Company will recognize approximately $1 million of tax benefits related to the release of provisions for potential inter company pricing adjustments no longer required due to either settlement through negotiation or closure of the statute of limitations on assessment.

A reconciliation of the beginning and ending amounts of unrecognized tax benefits is as follows:



	2013			2012			2011
	(millions)
Balance at January 1	$	37		$	16		$	13
Reductions due to a lapse of the applicable statute of limitation	(5		)	(3		)	—
Increases for positions taken in current period	9			8			—
Increases for positions taken in prior periods	—			16			—
Other movements	—			—			3
Balance at December 31	$	41		$	37		$	16

$12 million of the unrecognized tax benefits at December 31, 2013 would, if recognized, favorably affect the effective tax rate in future periods.

The Company files tax returns in the various tax jurisdictions in which it operates. The 2009 US tax year closed in 2013 upon the expiration of the statute of limitations on assessment. Although tax years 2008 and 2009 are closed, the IRS could make adjustments (but not assess additional tax) up to the amount of the net operating losses carried forward from those years. US tax returns have been filed timely. The Company has not extended the federal statute of limitations for assessment in the US.

All UK tax returns have been filed timely and are in the normal process of being reviewed, with HM Revenue & Customs making inquiries to obtain additional information. There are no material ongoing inquiries in relation to filed UK returns. In other jurisdictions the Company is no longer subject to examinations prior to 2004.

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.

+ References+ Details

Earnings Per Share

12 Months Ended

Dec. 31, 2013

Earnings Per Share [Abstract]

EARNINGS PER SHARE



9.	EARNINGS PER SHARE

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

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

For the year ended December 31, 2013, time-based and performance-based options to purchase 8.0 million and 5.3 million shares (2012: 10.2 million and 6.5 million; 2011: 9.2 million and 7.3 million), respectively, and 2.9 million restricted stock units (2012: 2.5 million; 2011: 1.2 million) were outstanding.

Basic and diluted earnings per share are as follows:



	Years ended December 31,
	2013			2012			2011
	(millions, except per share data)
Net income (loss) attributable to Willis Group Holdings	$	365		$	(446	)	$	204
Basic average number of shares outstanding	176			173			173
Dilutive effect of potentially issuable shares	3			—			3
Diluted average number of shares outstanding	179			173			176
Basic earnings per share:
Continuing operations	$	2.07		$	(2.58	)	$	1.17
Discontinued operations	—			—			0.01
Net income (loss) attributable to Willis Group Holdings shareholders	$	2.07		$	(2.58	)	$	1.18
Dilutive effect of potentially issuable shares	(0.03		)	—			(0.02		)
Diluted earnings per share:
Continuing operations	$	2.04		$	(2.58	)	$	1.15
Discontinued operations	—			—			0.01
Net income (loss) attributable to Willis Group Holdings shareholders	$	2.04		$	(2.58	)	$	1.16

Options to purchase 2.1 million shares and 1.3 million restricted stock units for the year ended December 31, 2013 were not included in the computation of the dilutive effect of stock options because the effect was antidilutive (2012: 16.7 million shares and 2.5 million restricted stock units; 2011: 4.1 million shares).

The entire disclosure for earnings per share.

+ References+ Details

Acquisitions

12 Months Ended

Dec. 31, 2013

Business Combinations [Abstract]

ACQUISITIONS



10.	ACQUISITIONS

In first quarter 2013, the Company acquired 100 percent of CBC Broker Srl, an Italian broker, at a cost of $1 million.

In second quarter 2013, the Company acquired 100 percent of PPH Limited and its subsidiary Prime Professions Limited (together referred to as Prime Professions), a leading UK based professional indemnity insurance broker, for cash consideration of $29 million. Additional consideration of up to approximately $2 million is payable in 2015 based on the achievement of certain revenue targets.

In relation to the acquisition of Prime Professions, the Company recognized acquired intangible assets of $17 million of which $16 million was in respect of customer relationships, which are being amortized over an expected life of 15 years. The remaining intangible assets relate to non-compete agreements and the Prime trade name which are being amortized over 8 years and 3 years, respectively. Goodwill of $15 million was recognized on the transaction.

On December 31, 2012 the Company acquired Avalon Actuarial Inc., a Canadian actuarial consulting firm for cash consideration of $25 million. Additional consideration of up to approximately $5 million is payable in 2016 based on the achievement of certain revenue targets.

In relation to the acquisition of Avalon Actuarial, the Company recognized acquired intangible assets of $20 million of which $17 million was in respect of customer relationships, which are being amortized over an expected life of 14 years. The remaining intangible assets relate to non-compete agreements and the Avalon trade name which are being amortized over 5 years and 3 years, respectively. Goodwill of $9 million was recognized on the transaction.

The entire disclosure for a business combination (or series of individually immaterial business combinations) completed during the period, including background, timing, and recognized assets and liabilities. The disclosure may include leverage buyout transactions (as applicable).

Property, Plant and Equipment [Abstract]

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+ Details

Fixed Assets, Net

12 Months Ended

Dec. 31, 2013

FIXED ASSETS, NET



12.	FIXED ASSETS, NET

An analysis of fixed asset activity for the years ended December 31, 2013 and 2012 are as follows:



	Land and buildings ⁽ⁱ⁾			Leasehold improvements			Furniture and equipment			Total
	(millions)
Cost: at January 1, 2012	$	73		$	210		$	509		$	792
Additions	3			16			116			135
Disposals	—			(4		)	(59		)	(63		)
Foreign exchange	2			5			10			17
Cost: at December 31, 2012	78			227			576			881
Additions	10			22			80			112
Disposals	—			(7		)	(43		)	(50		)
Foreign exchange	1			—			5			6
Cost: at December 31, 2013	$	89		$	242		$	618		$	949

Depreciation: at January 1, 2012	$	(28	)	$	(61	)	$	(297	)	$	(386	)
Depreciation expense provided	(3		)	(17		)	(59		)	(79		)
Disposals	—			4			56			60
Foreign exchange	(1		)	(1		)	(6		)	(8		)
Depreciation: at December 31, 2012	(32		)	(75		)	(306		)	(413		)
Depreciation expense provided	(3		)	(18		)	(73		)	(94		)
Disposals	—			6			36			42
Foreign exchange	(1		)	—			(2		)	(3		)
Depreciation: at December 31, 2013	$	(36	)	$	(87	)	$	(345	)	$	(468	)
Net book value:
At December 31, 2012	$	46		$	152		$	270		$	468

At December 31, 2013	$	53		$	155		$	273		$	481

_________________________________


⁽ⁱ⁾	Included within land and buildings are assets held under capital leases: At December 31, 2013, cost and accumulated depreciation were $31 million and $6 million respectively (2012: $25 million and $4 million, respectively; 2011: $23 million and $2 million respectively). Depreciation in the year ended December 31, 2013 was $2 million (2012: $1 million; 2011: $1 million).

Goodwill and Intangible Assets Disclosure [Abstract]

The entire disclosure for long-lived, physical assets used in the normal conduct of business and not intended for resale. Includes, but is not limited to, accounting policies and methodology, roll forwards, depreciation, depletion and amortization expense, including composite depreciation, accumulated depreciation, depletion and amortization expense, useful lives and method used, income statement disclosures, assets held for sale and public utility disclosures.

+ References+ Details

Goodwill

12 Months Ended

Dec. 31, 2013

GOODWILL



13.	GOODWILL

Goodwill represents the excess of the cost of businesses acquired over the fair 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 to the fair value of the reporting unit in which it is included.

The changes in the carrying amount of goodwill by segment for the years ended December 31, 2013 and 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
Purchase price allocation adjustments	—		(1		)	—			(1		)
Goodwill acquired during the year	15		—			1			16
Goodwill disposed of during the year	—		(14		)	—			(14		)
Other movements ⁽ⁱ⁾	—		(1		)	—			(1		)
Foreign exchange	3		—			8			11
Balance at December 31, 2013
Goodwill, gross	1,145		1,776			409			3,330
Accumulated impairment losses	—		(492		)	—			(492		)
Goodwill, net	$	1,145	$	1,284		$	409		$	2,838

_________________________________


⁽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.

Impairment Review

The Company reviews goodwill for impairment annually. In the first step of the impairment test, the fair value of each reporting unit is compared with its carrying value, including goodwill. If the carrying value of a reporting unit exceeds its fair value, the amount of an impairment loss, if any, is calculated in the second step of the impairment test by comparing the implied fair value of reporting unit goodwill with the carrying amount of that goodwill.

The Company's goodwill impairment test for 2013 has not resulted in an impairment charge (2012: $492 million; 2011: $nil).

In 2012, the Company concluded that an impairment charge was required to reduce the carrying value of the goodwill associated with the Company's North America reporting unit. The goodwill impairment charge for the North America reporting unit amounted to $492 million. There was no impairment for the Global and International reporting units, as the fair values of these units were significantly in excess of their carrying value.

The decline in the fair value of the North America reporting unit, as well as differences between fair values and carrying values for other assets and liabilities in the second step of the goodwill impairment test, resulted in an implied fair value of goodwill substantially below the carrying value of the goodwill for the reporting unit. As a result, the Company recorded a goodwill impairment charge of $492 million as of October 1, 2012.

As previously disclosed, the North America reporting unit had been hampered by the declining Loan Protector business results, the effect of the soft economy in the U.S., which had significantly impacted the Construction and Human Capital sectors, and declining retention rates primarily related to merger and acquisition activity and lost legacy HRH businesses.

The decline in the estimated fair value of the reporting unit resulted from lower projected revenue growth rates and profitability levels as well as an increase in the discount rate used to calculate the discounted cash flows. The increase in the discount rate was due to increases in the risk-free rate and small company premium offset by a reduction to the expected market rate of return. The lower projected profitability levels reflected changes in assumptions related to organic revenue growth and cost rates which could be attributed to the declines discussed above and also included consideration of the uncertainty related to the business's ability to execute on the projected cash flows.

Other Intangible Assets, Net

12 Months Ended

Dec. 31, 2013

Goodwill and Intangible Assets Disclosure [Abstract]

OTHER INTANGIBLE ASSETS, NET



14.	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


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

The major classes of amortizable intangible assets are as follows:



	December 31, 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	$	671	$	(326	)	$	345	$	717	$	(340	)	$	377
Client Lists	3		(1		)	2		3		(1		)	2
Non-compete Agreements	4		(1		)	3		3		—			3
Trade Names	2		(1		)	1		11		(10		)	1
Total Customer and Marketing Related	680		(329		)	351		734		(351		)	383
Contract based, Technology and Other	5		(3		)	2		4		(2		)	2
Total amortizable intangible assets	$	685	$	(332	)	$	353	$	738	$	(353	)	$	385

The aggregate amortization of intangible assets for the year ended December 31, 2013 was $55 million (2012: $59 million; 2011: $68 million). The estimated aggregate amortization of intangible assets for each of the next five years ended December 31 is as follows:



	(millions)
2014	$	50
2015	43
2016	38
2017	33
2018	29
Thereafter	160
Total	$	353

Investments in Associates

12 Months Ended

Dec. 31, 2013

Equity Method Investments and Joint Ventures [Abstract]

INVESTMENTS IN ASSOCIATES



15.	INVESTMENTS IN ASSOCIATES

The Company holds a number of investments which it accounts for using the equity method. The Company’s approximate interest in the outstanding stock of the more significant associates is as follows:



		December 31,
	Country	2013		2012
Al-Futtaim Willis Co. L.L.C.	Dubai	49	%	49	%
GS & Cie Groupe	France	30	%	30	%

The Company’s principal investment as of December 31, 2013 and 2012 is GS & Cie Groupe (‘Gras Savoye’), France’s leading insurance broker.

The Company’s original investment in Gras Savoye was made in 1997, when it acquired a 33 percent ownership interest. Between 1997 and December 2009 this interest was increased by a series of incremental investments to 49 percent.

On December 17, 2009, the Company completed a leveraged transaction with the original family shareholders of Gras Savoye and Astorg Partners, a private equity fund, to reorganize the capital of Gras Savoye (‘December 2009 leveraged transaction’). The Company, the original family shareholders and Astorg now own equal stakes of 30 percent in the capital structure of Gras Savoye and have equal representation of one third of the voting rights on its board. The remaining shareholding is held by a large pool of Gras Savoye managers and minority shareholders.

A put option that was in place prior to the December 2009 leveraged transaction, and which could have increased the Company’s interest to 90 percent, has been amended and the Company now has a call option to purchase 100 percent of the capital of Gras Savoye. If the Company does not waive the call option before April 30, 2015, then it must exercise the call option in 2016 or the other shareholders may initiate procedures to sell Gras Savoye. Except with the unanimous consent of the supervisory board and other customary exceptions, the parties are prohibited from transferring any shares of Gras Savoye until 2016. At the end of this period, shareholders are entitled to pre-emptive and tag-along rights.

In 2011 the Company’s ownership of Gras Savoye reduced from 31 percent to 30 percent following issuance of additional share capital as part of an employee share incentive scheme.

The carrying amount of the Gras Savoye investment as of December 31, 2013 includes goodwill of $84 million (2012: $83 million) and interest bearing vendor loans and convertible bonds issued by Gras Savoye of $46 million and $110 million respectively (2012: $47 million and $96 million, respectively).

A gain of $4 million was recorded in 2011 following conclusion of the accounting for the December 2009 leveraged transaction.

As of December 31, 2013 and 2012, the Company’s other investments in associates, individually and in the aggregate, were not material to the Company’s operations.

Condensed financial information for associates, in the aggregate, as of and for the three years ended December 31, 2013, is presented below. For convenience purposes: (i) balance sheet data has been translated to US dollars at the relevant year-end exchange rate, and (ii) condensed statements of operations data has been translated to US dollars at the relevant average exchange rate.



	2013			2012			2011
	(millions)
Condensed statements of operations data ⁽ⁱ⁾:
Total revenues	$	502		$	497		$	527
(Loss) income before income taxes	(48		)	(17		)	5
Net loss	(36		)	(14		)	(2		)
Condensed balance sheets data ⁽ⁱ⁾:
Total assets	1,685			1,670			1,882
Total liabilities	1,611			1,559			1,736
Stockholders’ equity	74			111			146

_________________________________


⁽ⁱ⁾	Disclosure is based on the Company’s best estimate of the results of its associates and is subject to change upon receipt of their financial statements for 2013.

For the year ended December 31, 2013, the Company recognized $3 million (2012: $3 million; 2011: $4 million) in respect of dividends received from associates.

Compensation and Retirement Disclosure [Abstract]

The entire disclosure for equity method investments and joint ventures. Equity method investments are investments that give the investor the ability to exercise significant influence over the operating and financial policies of an investee. Joint ventures are entities owned and operated by a small group of businesses as a separate and specific business or project for the mutual benefit of the members of the group.

+ References+ Details

Pension Plans

12 Months Ended

Dec. 31, 2013

Pension Plans



19.	PENSION PLANS

The Company maintains two principal defined benefit pension plans that cover approximately half of our employees in the United States and United Kingdom. Both of these plans are now closed to new entrants and with effect from May 15, 2009, the Company closed the US defined benefit plan to future accrual. New employees in the United Kingdom are offered the opportunity to join a defined contribution plan and in the United States are offered the opportunity to join a 401(k) plan. In addition to the Company’s UK and US defined benefit pension plans, the Company has several smaller defined benefit pension plans in certain other countries in which it operates including a US non-qualified plan and an unfunded plan in the UK. Elsewhere, pension benefits are typically provided through defined contribution plans. It is the Company’s policy to fund pension costs as required by applicable laws and regulations.

At December 31, 2013, the Company recorded, on the Consolidated Balance Sheets:


•	a pension benefit asset of $278 million (2012: $136 million) representing:


•	$276 million (2012: $134 million) in respect of the UK defined benefit pension plan; and


•	$2 million (2012: $2 million) in respect of the international defined benefit pension plans.


•	a total liability for pension benefits of $136 million (2012: $282 million) representing:


•	$107 million (2012: $250 million) in respect of the US defined benefit pension plan; and


•	$29 million (2012: $32 million) in respect of the international, US non-qualified and UK unfunded defined benefit pension plans.

UK and US defined benefit plans

The following schedules provide information concerning the Company’s UK and US defined benefit pension plans as of and for the years ended December 31:



	UK Pension Benefits						US Pension Benefits
	2013			2012			2013			2012
	(millions)
Change in benefit obligation:
Benefit obligation, beginning of year	$	2,582		$	2,217		$	958		$	895
Service cost	37			35			—			—
Interest cost	109			108			38			41
Employee contributions	2			2			—			—
Actuarial loss (gain)	79			186			(81		)	71
Benefits paid	(78		)	(77		)	(51		)	(49		)
Foreign currency changes	54			111			—			—
Benefit obligations, end of year	2,785			2,582			864			958
Change in plan assets:
Fair value of plan assets, beginning of year	2,716			2,353			708			637
Actual return on plan assets	255			226			60			80
Employee contributions	2			2			—			—
Employer contributions	100			92			40			40
Benefits paid	(78		)	(77		)	(51		)	(49		)
Foreign currency changes	66			120			—			—
Fair value of plan assets, end of year	3,061			2,716			757			708
Funded status at end of year	$	276		$	134		$	(107	)	$	(250	)
Components on the Consolidated Balance Sheets:
Pension benefits asset	$	276		$	134		$	—		$	—
Liability for pension benefits	—			—			(107		)	(250		)

Amounts recognized in accumulated other comprehensive loss consist of:



	UK Pension Benefits						US Pension Benefits
	2013			2012			2013		2012
				(millions)
Net actuarial loss	$	815		$	831		$	233	$	332
Prior service gain	(24		)	(29		)	—		—

The accumulated benefit obligations for the Company’s UK and US defined benefit pension plans were $2,701 million and $864 million, respectively (2012: $2,519 million and $958 million, respectively).

The components of the net periodic benefit (income) cost and other amounts recognized in other comprehensive loss for the UK and US defined benefit plans are as follows:



	Years ended December 31,
	UK Pension Benefits									US Pension Benefits
	2013			2012			2011			2013			2012			2011
							(millions)
Components of net periodic benefit (income) cost:
Service cost	$	37		$	35		$	36		$	—		$	—		$	—
Interest cost	109			108			106			38			41			41
Expected return on plan assets	(191		)	(181		)	(161		)	(51		)	(46		)	(44		)
Amortization of unrecognized prior service gain	(5		)	(6		)	(5		)	—			—			—
Amortization of unrecognized actuarial loss	45			39			30			9			8			3
Net periodic benefit (income) cost	$	(5	)	$	(5	)	$	6		$	(4	)	$	3		$	—
Other changes in plan assets and benefit obligations recognized in other comprehensive income (loss):
Net actuarial loss (gain)	$	15		$	141		$	164		$	(90	)	$	37		$	137
Amortization of unrecognized actuarial loss	(45		)	(39		)	(30		)	(9		)	(8		)	(3		)
Prior service gain	—			—			(10		)	—			—			—
Amortization of unrecognized prior service gain	5			6			5			—			—			—
Total recognized in other comprehensive income (loss)	$	(25	)	$	108		$	129		$	(99	)	$	29		$	134
Total recognized in net periodic benefit cost and other comprehensive income	$	(30	)	$	103		$	135		$	(103	)	$	32		$	134

The estimated net loss and prior service cost for the UK and US defined benefit plans that will be amortized from accumulated other comprehensive loss into net periodic benefit cost over the next fiscal year are:



	UK Pension Benefits			US Pension Benefits
	(millions)
Estimated net loss	$	42		$	6
Prior service gain	(3		)	—

The following schedule provides other information concerning the Company’s UK and US defined benefit pension plans:



	Years ended December 31,
	UK Pension Benefits				US Pension Benefits
	2013		2012		2013		2012
Weighted-average assumptions to determine benefit obligations:
Discount rate	4.4	%	4.4	%	4.8	%	4.1	%
Rate of compensation increase	3.2	%	2.3	%	N/A		N/A
Weighted-average assumptions to determine net periodic benefit cost:
Discount rate	4.4	%	4.8	%	4.1	%	4.6	%
Expected return on plan assets	7.3	%	7.5	%	7.3	%	7.3	%
Rate of compensation increase	2.3	%	2.1	%	N/A		N/A

The expected return on plan assets was determined on the basis of the weighted-average of the expected future returns of the various asset classes, using the target allocations shown below. The expected returns on UK plan assets are: UK and foreign equities 9.27 percent, debt securities 4.42 percent, hedge funds 7.86 percent and real estate 6.53 percent. The expected returns on US plan assets are: US and foreign equities 10.40 percent and debt securities 4.10 percent.

The Company’s pension plan asset allocations based on fair values were as follows:



	Years ended December 31,
	UK Pension Benefits				US Pension Benefits
Asset Category	2013		2012		2013		2012
Equity securities	36	%	41	%	52	%	49	%
Debt securities	38	%	37	%	46	%	50	%
Hedge funds	17	%	17	%	—	%	—	%
Real estate	3	%	3	%	—	%	—	%
Cash	6	%	2	%	—	%	—	%
Other	—	%	—	%	2	%	1	%
Total	100	%	100	%	100	%	100	%

In the UK the pension trustees in consultation with the Company maintain a diversified asset portfolio and this together with contributions made by the Company is expected to meet the pension scheme’s liabilities as they become due. The UK plan’s assets are divided into 13 separate portfolios according to asset class and managed by 10 investment managers. The broad target allocations are UK and foreign equities (31.5 percent), debt securities (45 percent), hedge funds (17.5 percent) and real estate (6 percent). In the US the Company’s investment policy is to maintain a diversified asset portfolio, which together with contributions made by the Company is expected to meet the pension scheme’s liabilities as they become due. The US plan’s assets are currently invested in 17 funds representing most standard equity and debt security classes. The broad target allocations are US and foreign equities (50 percent) and debt securities (50 percent).

Fair Value Hierarchy

The fair value hierarchy has three levels based on the reliability of the inputs used to determine fair value:


•	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 tables present, at December 31, 2013 and 2012, for each of the fair value hierarchy levels, the Company’s UK pension plan assets that are measured at fair value on a recurring basis.



	UK Pension Plan
December 31, 2013	Level 1		Level 2		Level 3		Total
			(millions)
Equity securities:
US equities	$	659	$	81	$	—	$	740
UK equities	239		17		—		256
Other equities	40		63		—		103
Fixed income securities:
US Government bonds	31		—		—		31
UK Government bonds	656		—		—		656
Other Government bonds	7		—		100		107
UK corporate bonds	75		—		—		75
Other corporate bonds	151		—		—		151
Derivatives	—		154		—		154
Real estate	—		—		92		92
Cash	163		—		—		163
Other investments:
Hedge funds	—		28		477		505
Other	—		28		—		28
Total	$	2,021	$	371	$	669	$	3,061



	UK Pension Plan
December 31, 2012	Level 1		Level 2		Level 3		Total
			(millions)
Equity securities:
US equities	$	492	$	108	$	—	$	600
UK equities	317		59		—		376
Other equities	28		97		—		125
Fixed income securities:
US Government bonds	11		—		—		11
UK Government bonds	625		—		—		625
Other Government bonds	13		—		—		13
UK corporate bonds	112		—		—		112
Other corporate bonds	29		—		—		29
Derivatives	—		217		—		217
Real estate	—		—		76		76
Cash	53		—		—		53
Other investments:
Hedge funds	—		27		431		458
Other	8		13		—		21
Total	$	1,688	$	521	$	507	$	2,716

The UK plan’s real estate investment comprises UK property and infrastructure investments which are valued by the fund manager taking into account cost, independent appraisals and market based comparable data. The UK plan’s hedge fund investments are primarily invested in various ‘fund of funds’ and are valued based on net asset values calculated by the fund and are not publicly available. Liquidity is typically monthly and is subject to liquidity of the underlying funds.

The following tables present, at December 31, 2013 and 2012, for each of the fair value hierarchy levels, the Company’s US pension plan assets that are measured at fair value on a recurring basis.



	US Pension Plan
December 31, 2013	Level 1		Level 2		Level 3		Total
			(millions)
Equity securities:
US equities	$	120	$	125	$	—	$	245
Non US equities	116		33		—		149
Fixed income securities:
US Government bonds	—		55		—		55
US corporate bonds	—		151		—		151
International fixed income securities	58		42		—		100
Municipal & Non US government bonds	—		30		—		30
Other investments:
Mortgage backed securities	—		12		—		12
Other	9		6		—		15
Total	$	303	$	454	$	—	$	757



	US Pension Plan
December 31, 2012	Level 1		Level 2		Level 3		Total
			(millions)
Equity securities:
US equities	$	144	$	78	$	—	$	222
Non US equities	98		27		—		125
Fixed income securities:
US Government bonds	—		69		—		69
US corporate bonds	—		144		—		144
International fixed income securities	52		39		—		91
Municipal & Non US government bonds	—		35		—		35
Other investments:
Mortgage backed securities	—		13		—		13
Other	3		6		—		9
Total	$	297	$	411	$	—	$	708

Equity securities comprise:


•	common stock and preferred stock which are valued using quoted market prices; and


•	pooled investment vehicles which are valued at their net asset values as calculated by the investment manager and typically have daily or weekly liquidity.

Fixed income securities comprise US, UK and other Government Treasury Bills, loan stock, index linked loan stock and UK and other corporate bonds which are typically valued using quoted market prices.

As a result of the inherent limitations related to the valuations of the Level 3 investments, due to the unobservable inputs of the underlying funds, the estimated fair value may differ significantly from the values that would have been used had a market for those investments existed.

The following table summarizes the changes in the UK pension plan’s Level 3 assets for the years ended December 31, 2013 and 2012:



	UK Pension
	Plan
	Level 3
	(millions)
Balance at January 1, 2012	$	476
Purchases, sales, issuances and settlements, net	(2		)
Unrealized and realized gains relating to instruments still held at end of year	17
Foreign exchange	16
Balance at December 31, 2012	$	507
Purchases, sales, issuances and settlements, net	121
Unrealized and realized gains relating to instruments still held at end of year	29
Foreign exchange	12
Balance at December 31, 2013	$	669

In 2014, the Company expects to make contributions to the UK plan of approximately $83 million and $30 million to the US plan. In addition, approximately $12 million will be paid in 2014 into the UK defined benefit plan related to employee's salary sacrifice contributions.

The following benefit payments, which reflect expected future service, as appropriate, are estimated to be paid by the UK and US defined benefit pension plans:



Expected future benefit payments	UK Pension Benefits	US Pension Benefits
	(millions)
2014	84	38
2015	88	42
2016	89	44
2017	93	46
2018	94	49
2019-2023	518	271

Willis North America has a 401(k) plan covering all eligible employees of Willis North America and its subsidiaries. The plan allows participants to make pre-tax contributions which the Company, at its discretion may match. During 2009, the Company had decided not to make any matching contributions other than for former HRH employees whose contributions were matched up to 75 percent under the terms of the acquisition. All investment assets of the plan are held in a trust account administered by independent trustees. The Company’s 401(k) matching contributions for 2013 were $15 million (2012: $10 million; 2011: $10 million), matching contributions were increased 1 percent during 2013.

Other defined benefit pension plans

In addition to the Company’s UK and US defined benefit pension plans, the Company has several smaller defined benefit pension plans in certain other countries in which it operates together with a non-qualified defined benefit pension plan in the US and an unfunded defined benefit pension plan in the UK.

These smaller additional US and UK plans are incorporated with the Company's other defined benefit pension plans.

In total, a $27 million net pension benefit liability (2012: $30 million) has been recognized in respect of these other schemes.

The following schedules provide information concerning the Company’s international, US non-qualified and UK unfunded defined benefit pension plans:



	Other defined benefit plans
	2013			2012
	(millions)
Change in benefit obligation:
Benefit obligation, beginning of year	$	180		$	131
Service cost	3			3
Interest cost	7			7
Actuarial (gain) loss	(5		)	30
Benefits paid	(6		)	(6		)
Employee contributions	—			1
Reclassification from other non-current liabilities ⁽ⁱ⁾	10			9
Foreign currency changes	6			5
Benefit obligations, end of year	195			180
Change in plan assets:
Fair value of plan assets, beginning of year	150			128
Actual return on plan assets	9			11
Employer contributions	10			11
Employee contributions	—			1
Benefits paid	(6		)	(6		)
Foreign currency changes	5			5
Fair value of plan assets, end of year	168			150
Funded status at end of year	$	(27	)	$	(30	)
Components on the Consolidated Balance Sheets:
Pension benefits asset	$	2		$	2
Liability for pension benefits	$	(29	)	$	(32	)

_________________________________


⁽ⁱ⁾	Transfer in of benefit obligation for UK unfunded and US non-qualified plans from non-current other liabilities.

Amounts recognized in accumulated other comprehensive loss consist of a net actuarial loss of $27 million (2012: $35 million).

The accumulated benefit obligation for the Company’s other defined benefit pension plans was $191 million (2012: $177 million).

The components of the net periodic benefit cost and other amounts recognized in other comprehensive loss for the other defined benefit pension plans are as follows:



	Other defined benefit plans
	2013			2012			2011
	(millions)
Components of net periodic benefit cost:
Service cost	$	3		$	3		$	4
Interest cost	7			7			7
Expected return on plan assets	(6		)	(6		)	(6		)
Amortization of unrecognized actuarial loss	1			—			1
Curtailment gain	—			—			(1		)
Net periodic benefit cost	$	5		$	4		$	5
Other changes in plan assets and benefit obligations recognized in other comprehensive income (loss):
Amortization of unrecognized actuarial loss	$	(1	)	$	—		$	(1	)
Net actuarial (gain) loss	(8		)	25			2
Total recognized in other comprehensive (income) loss	(9		)	25			1
Total recognized in net periodic benefit cost and other comprehensive (income) loss	$	(4	)	$	29		$	6

The estimated net loss for the other defined benefit pension plans that will be amortized from accumulated other comprehensive loss into net periodic benefit cost over the next fiscal year is $nil.

The following schedule provides other information concerning the Company’s other defined benefit pension plans:



	Other defined benefit plans
	2013	2012
Weighted-average assumptions to determine benefit obligations:
Discount rate	3.30% - 4.40%	2.50% - 3.75%
Rate of compensation increase	2.00% - 2.50%	2.00%
Weighted-average assumptions to determine net periodic benefit cost:
Discount rate	2.50% - 4.40%	3.30% - 5.30%
Expected return on plan assets	2.00% - 4.66%	2.00% - 5.73%
Rate of compensation increase	2.00% - 2.50%	2.50% - 3.00%

The determination of the expected long-term rate of return on the other defined benefit plan assets is dependent upon the specific circumstances of each individual plan. The assessment may include analyzing historical investment performance, investment community forecasts and current market conditions to develop expected returns for each asset class used by the plans.

The Company’s other defined benefit pension plan asset allocations at December 31, 2013 based on fair values were as follows:



	Other defined benefit plans
Asset Category	2013		2012
Equity securities	35	%	35	%
Debt securities	39	%	39	%
Real estate	3	%	3	%
Derivatives	14	%	16	%
Other	9	%	7	%
Total	100	%	100	%

The investment policies for the international plans vary by jurisdiction but are typically established by the local pension plan trustees, where applicable, and seek to maintain the plans’ ability to meet liabilities of the plans as they fall due and to comply with local minimum funding requirements.

Fair Value Hierarchy

The following tables present, at December 31, 2013 and 2012, for each of the fair value hierarchy levels, the Company’s other defined benefit pension plan assets that are measured at fair value on a recurring basis.



	Other defined benefit plans
December 31, 2013	Level 1		Level 2		Level 3		Total
			(millions)
Equity securities:
US equities	$	29	$	—	$	—	$	29
UK equities	5		—		—		5
Overseas equities	26		—		—		26
Fixed income securities:
Other Government bonds	61		—		—		61
Corporate bonds	4		—		—		4
Derivative instruments	—		23		—		23
Real estate	—		—		5		5
Cash	8		—		—		8
Other investments:
Other investments	—		—		7		7
Total	$	133	$	23	$	12	$	168



	Other defined benefit plans
December 31, 2012	Level 1		Level 2		Level 3		Total
			(millions)
Equity securities:
US equities	$	24	$	—	$	—	$	24
UK equities	5		—		—		5
Overseas equities	22		—		1		23
Fixed income securities:
Other Government bonds	49		—		—		49
Corporate bonds	—		9		—		9
Derivative instruments	—		24		—		24
Real estate	—		—		5		5
Cash	5		—		—		5
Other investments:
Other investments	—		1		5		6
Total	$	105	$	34	$	11	$	150

Equity securities comprise:


•	common stock which are valued using quoted market prices; and


•	unit linked funds which are valued at their net asset values as calculated by the investment manager and typically have daily liquidity.

Fixed income securities comprise overseas Government loan stock which is typically valued using quoted market prices. Real estate investment comprises overseas property and infrastructure investments which are valued by the fund manager taking into account cost, independent appraisals and market based comparable data. Derivative instruments are valued using an income approach typically using swap curves as an input.

Assets classified as Level 3 investments did not materially change during the year ended December 31, 2013.

In 2014, the Company expects to contribute $9 million to the other defined benefit pension plans.

The following benefit payments, which reflect expected future service, as appropriate, are estimated to be paid by the other defined benefit pension plans:



	Other defined benefit plans
	Pension
Expected future benefit payments	Benefits
	(millions)
2014	$	6
2015	6
2016	6
2017	6
2018	7
2019-2023	35

Debt

12 Months Ended

Dec. 31, 2013

Debt Disclosure [Abstract]

Debt



20.	DEBT

Current portion of the long-term debt consists of the following:



	December 31,
	2013		2012
	(millions)
Current portion of 7-year term loan facility expires 2018	$	15	$	15

Long-term debt consists of the following:



	December 31,
	2013		2012
	(millions)
7-year term loan facility expires 2018	$	259	$	274
5.625% senior notes due 2015	148		350
Fair value adjustment on 5.625% senior notes due 2015	4		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	274		—
3-year term loan facility expires 2015	1		1
	$	2,311	$	2,338

All direct obligations under the 5.625%, 6.200% and 7.000% senior notes are guaranteed by Willis Group Holdings, Willis Netherlands B.V., Willis Investment UK Holdings Limited, TA I Limited, Trinity Acquisition plc and Willis Group Limited.

All direct obligations under the 4.625% and 6.125% senior notes are guaranteed by Willis Group Holdings, Willis Netherlands Holdings B.V., Willis Investment UK Holdings Limited, TA I Limited, Willis North America Inc. and Willis Group Limited.

All direct obligations under the 4.125% and 5.750% senior notes are guaranteed by Trinity Acquisition plc, Willis Netherlands Holdings B.V., Willis Investment UK Holdings Limited, TA I Limited, Willis North America Inc. and Willis Group Limited.

Debt issuance

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 both the revolving credit facility and the $300 million term loan was extended to July 23, 2018, from December 16, 2016. At the amendment date we owed $281 million on the term loan and there was no change to this amount as a result of the refinancing.

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. In 2013, we made $15 million of mandatory repayments against this 7-year term loan. Drawings under the $800 million revolving credit facility bear interest at LIBOR plus 1.50%. These margins apply while the Company’s debt rating remains BBB-/Baa3. As of December 31, 2013 $nil was outstanding under this revolving credit facility (December 31, 2012: $nil).

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 year ended December 31, 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.

The agreements relating to our 7-year term loan facility expiring 2018 and the revolving $800 million credit facility contain requirements to maintain maximum levels of consolidated funded indebtedness in relation to consolidated EBITDA and minimum level of consolidated EBITDA to consolidated cash interest expense, subject to certain adjustments. In addition, the agreements relating to our credit facilities and senior notes include, in the aggregate covenants relating to the delivery of financial statements, reports and notices, limitations on liens, limitations on sales and other disposals of assets, limitations on indebtedness and other liabilities, limitations on sale and leaseback transactions, limitations on mergers and other fundamental changes, maintenance of property, maintenance of insurance, nature of business, compliance with applicable laws, maintenance of corporate existence and rights, payment of taxes and access to information and properties. At December 31, 2013, the Company was in compliance with all covenants.

During the year ended December 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 year ended December 31, 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, the Company has 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 as at that date will be amortized through interest expense over the period to maturity.

On November 7, 2012, a further revolving credit facility of $20 million, available solely for the use of our main UK regulated entity and available for use in certain circumstances, was renewed. The facility bears interest at LIBOR plus 1.55% until 2014 and LIBOR plus 1.700% thereafter. The facility expires on November 6, 2015. As at December 31, 2013 no drawings had been made on the facility. The facility is secured against the freehold of the UK regulated entity’s freehold property in Ipswich.

On July 11, 2013, a revolving credit facility of 15 million Chinese Yuan Renminbi 'RMB' ($2 million) was renewed. This facility bears interest at 110 percent of the applicable short term interest rate an RMB loan having a term equal to the tenor of that drawing as published by the People's Bank of China 'PBOC' prevailing as at the drawdown date of that drawing. The facility expires on July 10, 2014. As at December 31, 2013 ¥nil ($nil) (2012: ¥nil ($nil)) had been drawn down on the facility. This facility was solely for the use of our Chinese subsidiary and is available for general working capital purposes.

Lines of credit

The Company also has available $4 million (2012: $4 million) in lines of credit, of which $nil was drawn as of December 31, 2013 (2012: $nil).

Analysis of interest expense

The following table shows an analysis of the interest expense for the years ended December 31:



	Year ended December 31,
	2013		2012		2011
	(millions)
5.625% senior notes due 2015	$	12	$	12	$	12
12.875% senior notes due 2016	—		—		15
4.125% senior notes due 2016	13		13		10
6.200% senior notes due 2017	33		38		38
7.000% senior notes due 2019	18		21		21
5.750% senior notes due 2021	29		29		23
4.625% senior notes due 2023	4		—		—
6.125% senior notes due 2043	6		—		—
7-year term loan facility expires 2018	6		6		—
5-year term loan facility repaid 2011	—		—		14
Revolving $800 million credit facility	2		1		—
Revolving $300 million credit facility	—		—		4
Other⁽ⁱ⁾	3		8		19
Total interest expense	$	126	$	128	$	156

_________________________________


⁽ⁱ⁾	In 2013, Other includes $nil (2012: $nil; 2011:$10 million ) relating to the write-off of unamortized debt issuance fees.

Provisions for Liabilities [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

Provisions for Liabilities

12 Months Ended

Dec. 31, 2013

PROVISIONS FOR LIABILITIES



21.	PROVISIONS FOR LIABILITIES

An analysis of movements on provisions for liabilities is as follows:



	Claims, lawsuits and other proceedings⁽ⁱ⁾			Other provisions⁽ⁱⁱ⁾			Total
				(millions)
Balance at January 1, 2012	$	158		$	38		$	196
Net provisions made during the year	23			(2		)	21
Utilized in the year	(31		)	(10		)	(41		)
Foreign currency translation adjustment	2			2			4
Balance at December 31, 2012	$	152		$	28		$	180
Net provisions made during the year	28			6			34
Balances transferred in during the year ⁽ⁱⁱⁱ⁾	—			13			13
Utilized in the year	(17		)	(6		)	(23		)
Foreign currency translation adjustment	1			1			2
Balance at December 31, 2013	$	164		$	42		$	206

_________________________________

⁽ⁱ⁾

The claims, lawsuits and other proceedings provision includes E&O cases which represents management’s assessment of liabilities that may arise from asserted and unasserted claims for alleged errors and omissions that arise in the ordinary course of the Group’s business. Where some of the potential liability is recoverable under the Group’s external insurance arrangements, the full assessment of the liability is included in the provision with the associated insurance recovery shown separately as an asset. Insurance recoveries recognized at December 31, 2013 amounted to $nil (2012: $6 million).


⁽ⁱⁱ⁾	The ‘Other’ category includes amounts relating to vacant property provisions of $10 million (2012: $13 million).


⁽ⁱⁱⁱ⁾	Provisions held in the UK for ongoing post placement services, long term disability provisions and legal claim provisions all previously recognized within Deferred Revenue and Accrued Expenses were transferred to Provisions for Liabilities during 2013.

Commitments and Contingencies

12 Months Ended

Dec. 31, 2013

Commitments and Contingencies Disclosure [Abstract]

COMMITMENTS AND CONTINGENCIES



22.	COMMITMENTS AND CONTINGENCIES

The Company’s contractual obligations as at December 31, 2013 are presented below:



	Payments due by
Obligations ⁽ⁱⁱⁱ⁾	Total		2014		2015-2016		2017-2018		After 2018
	(millions)
7-year term loan facility expires 2018	$	274	$	15	$	39	$	220	$	—
Interest on term loan	19		5		9		5		—
Revolving $800 million credit facility commitment fees	9		2		4		3		—
5.625% senior notes due 2015	148		—		148		—		—
Fair value adjustments on 5.625% senior notes due 2015	4		—		4		—		—
4.125% senior notes due 2016	300		—		300		—		—
6.200% senior notes due 2017	394		—		—		394		—
7.000% senior notes due 2019	187		—		—		—		187
5.750% senior notes due 2021	500		—		—		—		500
4.625% senior notes due 2023	250		—		—		—		250
6.125% senior notes due 2043	275		—		—		—		275
Interest on senior notes	1,011		115		209		146		541
Total debt and related interest	3,371		137		713		768		1,753
Operating leases⁽ⁱ⁾	1,235		131		213		167		724
Pensions	566		122		244		161		39
Other contractual obligations⁽ⁱⁱ⁾	91		24		16		12		39
Total contractual obligations	$	5,263	$	414	$	1,186	$	1,108	$	2,555

_________________________________


⁽ⁱ⁾	Presented gross of sublease income.


⁽ⁱⁱ⁾	Other contractual obligations include capital lease commitments, put option obligations and investment fund capital call obligations, the timing of which are included at the earliest point they may fall due.


⁽ⁱⁱⁱ⁾	The above excludes $41 million of liabilities for unrecognized tax benefits as the Company is unable to reasonably predict the timing of settlement of these liabilities.

Debt obligations and facilities

The Company’s debt and related interest obligations at December 31, 2013 are shown in the above table.

On July 23, 2013 we entered into an amendment to our existing credit facilities to extend the amount of financing of the facilities. As a result of this amendment, our revolving credit facility was increased from $500 million to $800 million. As at December 31, 2013 $nil was outstanding under the revolving credit facility.

This facility is in addition to the remaining availability of $22 million under the Company’s two other previously existing revolving credit facilities.

The only mandatory repayments of debt over the next 12 months are the scheduled repayment of $15 million current portion of the Company’s 7-year term loan. We also have the right, at our option, to prepay indebtedness under the credit facility without further penalty and to redeem the senior notes at our option by paying a ‘make-whole’ premium as provided under the applicable debt instrument.

Operating leases

The Company leases certain land, buildings and equipment under various operating lease arrangements. Original non-cancellable lease terms typically are between 10 and 20 years and may contain escalation clauses, along with options that permit early withdrawal. The total amount of the minimum rent is expensed on a straight-line basis over the term of the lease.

As of December 31, 2013, the aggregate future minimum rental commitments under all non-cancellable operating lease agreements are as follows:



	Gross rental commitments		Rentals from subleases			Net rental commitments
			(millions)
2014	$	131	$	(15	)	$	116
2015	114		(14		)	100
2016	99		(13		)	86
2017	88		(12		)	76
2018	79		(8		)	71
Thereafter	724		(16		)	708
Total	$	1,235	$	(78	)	$	1,157

The Company leases its main London building under a 25-year operating lease, which expires in 2032. The Company’s contractual obligations in relation to this commitment included in the table above total $719 million (2012: $730 million). Annual rentals are $36 million (2012: $32 million) per year and the Company has subleased approximately 29 percent (2012: 29 percent) of the premises under leases up to 15 years. The amounts receivable from subleases, included in the table above, total $66 million (2012: $76 million; 2011: $82 million).

Rent expense amounted to $141 million for the year ended December 31, 2013 (2012: $135 million; 2011: $127 million). The Company’s rental income from subleases was $15 million for the year ended December 31, 2013 (2012: $17 million; 2011: $18 million).

Pensions

Contractual obligations for our pension plans reflect the contributions we expect to make over the next five years into our US and UK plans. These contributions are based on current funding positions and may increase or decrease dependent on the future performance of the two plans.

In the UK, we are required to agree a funding strategy for our UK defined benefit plan with the plan's trustees. In March 2012, the Company agreed to a revised schedule of contributions towards on-going accrual of benefits and deficit funding contributions the Company will make to the UK plan over the six years ended December 31, 2017. Contributions in each of the next four years are expected to total approximately $83 million, of which approximately $23 million relates to on-going contributions calculated as 15.9 percent of active plan members' pensionable salary and approximately $60 million that relates to contributions towards the funding deficit.

In addition, 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 ($517 million) over the six years ended December 31, 2017.

During 2014 we will be required to negotiate a new funding arrangement which may further change the contributions we are required to make during 2014 and beyond.

In addition, approximately $12 million will be paid annually into the UK defined benefit plan related to employee's salary sacrifice contributions.

The total contracted contributions for all plans in 2014 are expected to be approximately $122 million, excluding approximately $12 million in respect of the salary sacrifice scheme.

Guarantees

Guarantees issued by certain of Willis Group Holdings’ subsidiaries with respect to the senior notes and revolving credit facilities are discussed in Note 20 — Debt in these consolidated financial statements.

Certain of Willis Group Holdings’ subsidiaries have given the landlords of some leasehold properties occupied by the Company in the United Kingdom and the United States guarantees in respect of the performance of the lease obligations of the subsidiary holding the lease. The operating lease obligations subject to such guarantees amounted to $828 million and $829 million at December 31, 2013 and 2012, respectively. The capital lease obligations subject to such guarantees amounted to $11 million as at December 31, 2013 (2012: $nil).

In addition, the Company has given guarantees to bankers and other third parties relating principally to letters of credit amounting to $11 million and $10 million at December 31, 2013 and 2012, respectively. Willis Group Holdings also guarantees certain of its UK and Irish subsidiaries’ obligations to fund the UK and Irish defined benefit plans.

Other contractual obligations

For certain subsidiaries and associates, the Company has the right to purchase shares (a call option) from co-shareholders at various dates in the future. In addition, the co-shareholders of certain subsidiaries and associates have the right to sell their shares (a put option) to the Company at various dates in the future. Generally, the exercise price of such put options and call options is formula-based (using revenues and earnings) and is designed to reflect fair value. Based on current projections of profitability and exchange rates and assuming the put options are exercised, the potential amount payable from these options is not expected to exceed $12 million (2012: $19 million).

In July 2010, the Company made a capital commitment of $25 million to Trident V Parallel Fund, LP, an investment fund managed by Stone Point Capital. This replaced a capital commitment of $25 million that had been made to Trident V, LP in December 2009. As at December 31, 2013 there have 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 at December 31, 2013 there had been approximately $4 million of capital contributions.

Other contractual obligations at December 31, 2013, also include certain capital lease obligations totaling $63 million (2012: $53 million), primarily in respect of the Company's Nashville property.

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 in 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. Opening briefs were filed on May 3, 2013 and the Supreme Court heard oral argument on October 7, 2013. On February 26, 2014, the Supreme Court affirmed the Fifth Circuit’s decision.

•

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 also in 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. On November 15, 2013, plaintiffs filed the operative First Amended Complaint, which added certain defendants unaffiliated with Willis. On February 28, 2014, the defendants will file motions to dismiss the First Amended Complaint.

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.

The entire disclosure for commitments and contingencies.

+ References+ Details

Accumulated Other Comprehensive Loss, Net of Tax

12 Months Ended

Dec. 31, 2013

ACCUMULATED OTHER COMPREHENSIVE LOSS, NET OF TAX



23.	ACCUMULATED OTHER COMPREHENSIVE LOSS, NET OF TAX

The components of other comprehensive income (loss) are as follows:



	December 31, 2013									December 31, 2012									December 31, 2011
	Before tax amount			Tax			Net of tax amount			Before tax amount			Tax			Net of tax amount			Before tax amount			Tax			Net of tax amount
	(millions)
Other comprehensive income:
Foreign currency translation adjustments	$	20		$	—		$	20		$	46		$	—		$	46		$	(29	)	$	—		$	(29	)
Pension funding adjustments:
Foreign currency translation on pension funding adjustments	(15		)	5			(10		)	(31		)	9			(22		)	8			—			8
Net actuarial gain (loss)	83			2			85			(203		)	36			(167		)	(303		)	95			(208		)
Prior service gain	—			—			—			—			—			—			10			(3		)	7
Amortization of unrecognized actuarial loss	55			(9		)	46			47			(9		)	38			34			(9		)	25
Amortization of unrecognized prior service gain	(5		)	1			(4		)	(6		)	1			(5		)	(5		)	1			(4		)
	118			(1		)	117			(193		)	37			(156		)	(256		)	84			(172		)
Derivative instruments:
Gain on interest rate swaps (effective element)	—			—			—			3			(1		)	2			13			(3		)	10
Interest rate reclassification adjustment	(5		)	1			(4		)	(5		)	1			(4		)	(14		)	4			(10		)
Gain on forward exchange contracts (effective element)	10			(2		)	8			11			(2		)	9			3			(1		)	2
Forward exchange contract reclassification adjustment	1			—			1			(4		)	1			(3		)	(7		)	2			(5		)
Gain on treasury lock (effective element)	19			(4		)	15			—			—			—			—			—			—
	25			(5		)	20			5			(1		)	4			(5		)	2			(3		)
Other comprehensive income (loss)	163			(6		)	157			(142		)	36			(106		)	(290		)	86			(204		)
Less: Other comprehensive income attributable to noncontrolling interests	—			—			—			—			—			—			1			—			1
Other comprehensive income (loss) attributable to Willis Group Holdings	$	163		$	(6	)	$	157		$	(142	)	$	36		$	(106	)	$	(289	)	$	86		$	(203	)

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, December 31, 2010	$	(52	)	$	(503	)	$	14		$	(541	)
Other comprehensive (loss) income before reclassifications	(28		)	(193		)	12			(209		)
Amounts reclassified from accumulated other comprehensive income	—			21			(15		)	6
Net current year other comprehensive income (loss), net of tax and noncontrolling interests	(28		)	(172		)	(3		)	(203		)
Balance, December 31, 2011	$	(80	)	$	(675	)	$	11		$	(744	)
Other comprehensive income (loss) before reclassifications	46			(189		)	11			(132		)
Amounts reclassified from accumulated other comprehensive income	—			33			(7		)	26
Net current year other comprehensive income (loss), net of tax and noncontrolling interests	46			(156		)	4			(106		)
Balance, December 31, 2012	$	(34	)	$	(831	)	$	15		$	(850	)
Other comprehensive income (loss) before reclassifications	20			75			23			118
Amounts reclassified from accumulated other comprehensive income	—			42			(3		)	39
Net current year other comprehensive income (loss), net of tax and noncontrolling interests	20			117			20			157
Balance, December 31, 2013	$	(14	)	$	(714	)	$	35		$	(693	)

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
	Years ended December 31,
	2013			2012			2011
	(millions)
Gains and losses on cash flow hedges (Note 26)
Interest rate swaps	$	(5	)	$	(5	)	$	(14	)	Investment income
Foreign exchange contracts	1			(4		)	(7		)	Other operating expenses
	(4		)	(9		)	(21		)	Total before tax
Tax	1			2			6
	$	(3	)	$	(7	)	$	(15	)	Net of tax
Amortization of defined benefit pension items (Note 19)
Prior service gain	$	(5	)	$	(6	)	$	(5	)	Salaries and benefits
Net actuarial loss	55			47			34			Salaries and benefits
	50			41			29			Total before tax
Tax	(8		)	(8		)	(8		)
	$	42		$	33		$	21		Net of tax

Total reclassifications for the period	$	39		$	26		$	6

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.

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-Glossary Reclassification Adjustments

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+ Details

Equity and Noncontrolling Interests

12 Months Ended

Dec. 31, 2013

EQUITY AND NONCONTROLLING INTERESTS



24.	EQUITY AND NONCONTROLLING INTEREST

The components of equity and noncontrolling interests are as follows:



	December 31, 2013									December 31, 2012									December 31, 2011
	Willis Group Holdings’ stockholders			Noncontrolling interests			Total equity			Willis Group Holdings’ stockholders			Noncontrolling interests			Total equity			Willis Group Holdings’ stockholders			Noncontrolling interests			Total equity
	(millions)
Balance at January 1,	$	1,699		$	26		$	1,725		$	2,486		$	31		$	2,517		$	2,577		$	31		$	2,608
Comprehensive income:
Net income (loss)	365			12			377			(446		)	13			(433		)	204			16			220
Other comprehensive income (loss), net of tax	157			—			157			(106		)	—			(106		)	(203		)	(1		)	(204		)
Comprehensive income (loss)	522			12			534			(552		)	13			(539		)	1			15			16
Dividends	(197		)	(10		)	(207		)	(187		)	(11		)	(198		)	(180		)	(15		)	(195		)
Additional paid-in capital	195			—			195			81			—			81			88			—			88
Repurchase of shares ⁽ⁱ⁾	—			—			—			(100		)	—			(100		)	—			—			—
Purchase of subsidiary shares from noncontrolling interests	(4		)	—			(4		)	(31		)	(8		)	(39		)	—			—			—
Additional noncontrolling interests	—			—			—			2			1			3			—			—			—
Balance at December 31,	$	2,215		$	28		$	2,243		$	1,699		$	26		$	1,725		$	2,486		$	31		$	2,517

_________________________________


⁽ⁱ⁾	Based on settlement date the Company repurchased 2,796,546 shares at an average price of $35.87 in 2012.

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



	Years ended December 31,
	2013			2012			2011
				(millions)
Net income (loss) attributable to Willis Group Holdings	$	365		$	(446	)	$	204
Transfers from noncontrolling interest:
Decrease in Willis Group Holdings’ paid-in capital for purchase of noncontrolling interest	(4		)	(31		)	—
Increase in Willis Group Holdings’ paid-in capital for sale of noncontrolling interest	—			2			—
Net transfers from noncontrolling interest	(4		)	(29		)	—
Change from net income (loss) attributable to Willis Group Holdings and transfers from noncontrolling interests	$	361		$	(475	)	$	204

The entire disclosure for shareholders' equity comprised of portions attributable to the parent entity and noncontrolling interest, including other comprehensive income. Includes, but is not limited to, balances of common stock, preferred stock, additional paid-in capital, other capital and retained earnings, accumulated balance for each classification of other comprehensive income and amount of comprehensive income.

Supplemental Cash Flow Elements [Abstract]

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+ Details

Supplemental Disclosures of Cash Flow Information

12 Months Ended

Dec. 31, 2013

SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION



25.	SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION

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



	Years Ended December 31,
	2013			2012		2011
	(millions)
Supplemental disclosures of cash flow information:
Cash payments for income taxes, net	$	61		$	63	$	15
Cash payments for interest	117			118		128
Supplemental disclosures of non-cash investing and financing activities:
Write-off of unamortized debt issuance costs	$	(2	)	$	—	$	(23	)
Write-back of fair value adjustment on 5.625% senior notes due 2015	7			—		—
Assets acquired under capital leases	7			2		—
Deferred payments on acquisitions of subsidiaries	2			4		6
Acquisitions:
Fair value of assets acquired	$	47		$	23	$	6
Less:
Liabilities assumed	30			3		3
Cash acquired	1			—		3
Net assets acquired, net of cash acquired	$	16		$	20	$	—

Derivative Financial Instruments and Hedging Activities

12 Months Ended

Dec. 31, 2013

Derivative Instruments and Hedging Activities Disclosure [Abstract]

DERIVATIVE FINANCIAL INSTRUMENTS AND HEDGING ACTIVITIES



26.	DERIVATIVE FINANCIAL INSTRUMENTS AND HEDGING ACTIVITIES

Fair value of derivative financial instruments

In addition to the note below, see Note 27 - Fair Value Measurements 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 are 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 2014.

At December 31, 2013 and 2012, the Company had no derivative financial instruments that were designated as cash flow hedges of interest rate risk in investments.

Interest Rate Risk — Interest Expense

The Company's operations are financed principally by $2,054 million fixed rate senior notes and $274 million under a 7-year term loan facility. The Company has access to $800 million under its main revolving credit facility expiring July 23, 2018, and $22 million under two further revolving credit facilities. As of December 31, 2013 $nil was drawn on these facilities.

The 7-year term loan facility bears interest at LIBOR plus 1.50% and drawings under the revolving credit 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 20 — ‘Debt’.

During the year ended December 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 had 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 year ended December 31, 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 as at that date 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 20 - '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 Pound sterling expenses exceed Pound sterling revenues, the Company limits its exposure to this exchange rate risk by the use of forward contracts matched to specific, clearly identified cash outflows arising in the ordinary course of business; 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 whilst 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 December 31, 2013 and 2012, the Company’s foreign currency contracts were all designated as hedging instruments except for 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.



	December 31,
	Sell 2013⁽ⁱ⁾		Sell 2012
	(millions)
US dollar	$	303	$	255
Euro	97		55
Japanese yen	35		32

_________________________________


⁽ⁱ⁾	Forward exchange contracts range in maturity from 2014 to 2015.

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 December 31, 2013 and 2012 were immaterial.

During the year ended December 31, 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 $228 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 income within 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 December 31:



		Fair value
	Balance sheet	December 31,		December 31,
Derivative financial instruments designated as hedging instruments:	classification	2013		2012
		(millions)
Assets:
Interest rate swaps (fair value hedges)	Other assets	—		22
Forward exchange contracts	Other assets	23		9
Total derivatives designated as hedging instruments		$	23	$	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 years ended December 31, 2013, 2012 and 2011:



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)
Year Ended December 31, 2013
Interest rate swaps	$	—	Investment income	$	(5	)	Other operating expenses	$	—
Treasury locks	19		Interest expense	—			Interest expense	2
Forward exchange contracts	10		Other operating expenses	1			Interest expense	1
Total	$	29		$	(4	)		$	3
Year Ended December 31, 2012
Interest rate swaps	$	3	Investment income	$	(5	)	Other operating expenses	$	—
Forward exchange contracts	11		Other operating expenses	(4		)	Interest expense	1
Total	$	14		$	(9	)		$	1
Year Ended December 31, 2011
Interest rate swaps	$	13	Investment income	$	(14	)	Other operating expenses	$	—
Forward exchange contracts	3		Other operating expenses	(7		)	Interest expense	(2		)
Total	$	16		$	(21	)		$	(2	)

_________________________________

Amounts above shown gross of tax.


⁽ⁱ⁾	OCI means 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 rate 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 December 31, 2013 the Company estimates there will be $20 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 years ended December 31, 2013, 2012 and 2011.



Derivatives 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)
Year Ended December 31, 2013
Interest rate swaps	5.625% senior notes due 2015	$	—		$	—		$	—
Year Ended December 31, 2012
Interest rate swaps	5.625% senior notes due 2015	$	(3	)	$	2		$	1
Year Ended December 31, 2011
Interest rate swaps	5.625% senior notes due 2015	$	7		$	(8	)	$	1

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 years ended December 31, 2013, 2012 and 2011.



Derivatives no longer in fair value hedging relationships	Hedged item in fair value hedging relationship	Loss recognized for derivative			Amortization or prior loss recognized on hedged item		Net gain recognized ⁽ⁱ⁾
		(millions)
Year Ended December 31, 2013
Interest rate swaps	5.625% senior notes due 2015	$	(5	)	$	14	$	9
Year Ended December 31, 2012
Interest rate swaps	5.625% senior notes due 2015	$	—		$	—	$	—
Year Ended December 31, 2011
Interest rate swaps	5.625% senior notes due 2015	$	—		$	—	$	—

____________________

⁽ⁱ⁾ The net gain was included entirely in interest expense, except for $7 million in the year ended December 31, 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 December 31, 2013.

The entire disclosure for derivative instruments and hedging activities including, but not limited to, risk management strategies, non-hedging derivative instruments, assets, liabilities, revenue and expenses, and methodologies and assumptions used in determining the amounts.

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+ Details

Fair Value Measurements

12 Months Ended

Dec. 31, 2013

Fair Value Disclosures [Abstract]

FAIR VALUE MEASUREMENTS



27.	FAIR VALUE MEASUREMENTS

The Company has categorized its assets and liabilities that are measured at fair value on a recurring and non-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.



	December 31, 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	$	796	$	—	$	—	$	796
Fiduciary funds (included within Fiduciary assets)	1,662		—		—		1,662
Derivative financial instruments	—		23		—		23
Total assets	$	2,458	$	23	$	—	$	2,481
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.



	December 31,
	2013				2012
	Carrying amount		Fair value		Carrying amount		Fair value
			(millions)
Assets:
Derivative financial instruments	$	23	$	23	$	31	$	31
Liabilities:
Short-term debt	$	15	$	15	$	15	$	15
Long-term debt	2,311		2,444		2,338		2,576
Derivative financial instruments	2		2		—		—

Non-recurring basis

The remeasurement of goodwill is classified as non-recurring level 3 fair value assessment due to the significance of unobservable inputs developed using company-specific information. The Company recognized an impairment charge in its North America reporting unit during 2012. The pre-tax impairment charge of $492 million was recognized as a result of the Company's annual goodwill impairment testing performed as of October 1, 2012, which reduced the carrying value of the North America reporting unit goodwill as of that date of $1,782 million to its implied fair value of $1,290 million.

The Company used the income approach to measure the fair value of the North America reporting unit which involves calculating the fair value of a reporting unit based on the present value of the estimated future cash flows. Cash flow projections were based on management's estimates of revenue growth rates and operating margins, taking into consideration industry and market conditions and the uncertainty related to the business's ability to execute on the projected cash flows. The discount rate used was based on the weighted-average cost of capital adjusted for the relevant risk associated with the market participant expectations of characteristics of the individual reporting units. The unobservable inputs used to fair value this reporting unit include projected revenue growth rates, profitability and the market participant assumptions within the discount rate.

The inputs used to measure the fair value of the intangibles assets of the North America reporting unit in step two of the impairment test were largely unobservable, and accordingly, are also classified as Level 3. The fair value was estimated using a multiple period excess earnings method, which is based on management's cash flow projections of revenue growth rates, operating margins and expected customer attrition, taking into consideration industry and market conditions. The discount rate used in the fair value calculations for the intangibles was based on a weighted average cost of capital adjusted for the relevant risk associated with those assets. The unobservable inputs used in these valuations include projected revenue growth rates, and the market participant assumptions within the discount rate. For more information on this impairment measured as a nonrecurring fair value adjustment, see Note 13 - Goodwill.

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.

+ References+ Details

Segment Information

12 Months Ended

Dec. 31, 2013

Segment Reporting [Abstract]

SEGMENT INFORMATION



28.	SEGMENT INFORMATION

During the periods presented, the Company operated through three reporting 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)	costs associated with the 2011 Operational Review;


(vi)	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;


(vii)	the additional incentive accrual recognized following the replacement of annual cash retention awards with annual cash bonuses which will not feature a repayment requirement;


(viii)	write-off of unamortized cash retention awards following the decision to eliminate repayment requirement on past awards;


(ix)	goodwill impairment charge;


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


(xi)	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'. 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:



	Commissions and fees		Investment income		Other income		Total revenues		Depreciation and amortization		Operating income (loss)			Interest in earnings of associates, net of tax
							(millions)
Year Ended December 31, 2013
Global	$	1,188	$	3	$	—	$	1,191	$	31	$	334		$	—
North America	1,377		2		7		1,386		37		269			—
International	1,068		10		—		1,078		21		181			—
Total Retail	2,445		12		7		2,464		58		450			—
Total Operating Segments	3,633		15		7		3,655		89		784			—
Corporate and Other⁽ⁱ⁾	—		—		—		—		60		(99		)	—
Total Consolidated	$	3,633	$	15	$	7	$	3,655	$	149	$	685		$	—

Year Ended December 31, 2012
Global	$	1,124	$	5	$	—	$	1,129	$	27	$	372		$	—
North America	1,306		3		4		1,313		31		240			—
International	1,028		10		—		1,038		21		183			5
Total Retail	2,334		13		4		2,351		52		423			5
Total Operating Segments	3,458		18		4		3,480		79		795			5
Corporate and Other⁽ⁱ⁾	—		—		—		—		59		(1,004		)	—
Total Consolidated	$	3,458	$	18	$	4	$	3,480	$	138	$	(209	)	$	5

Year Ended December 31, 2011
Global	$	1,073	$	9	$	—	$	1,082	$	23	$	352		$	—
North America	1,314		7		2		1,323		28		271			—
International	1,027		15		—		1,042		18		221			12
Total Retail	2,341		22		2		2,365		46		492			12
Total Operating Segments	3,414		31		2		3,447		69		844			12
Corporate and Other⁽ⁱ⁾	—		—		—		—		73		(278		)	—
Total Consolidated	$	3,414	$	31	$	2	$	3,447	$	142	$	566		$	12

_________________________________


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



	Years ended December 31,
	2013			2012			2011
	(millions)
Amortization of intangible assets	$	(55	)	$	(59	)	$	(68	)
Additional incentive accrual for change in remuneration policy^(a)	—			(252		)	—
Write-off of unamortized cash retention awards debtor ^(b)	—			(200		)	—
Goodwill impairment charge ^(c)	—			(492		)	—
India joint venture settlement ^(d)	—			(11		)	—
Insurance recovery^(e)	—			10			—
Write-off of uncollectible accounts receivable balance in Chicago ^(f)	—			(13		)	(22		)
Net gain (loss) on disposal of operations^(d)	2			(3		)	4
Foreign exchange hedging	3			8			5
Foreign exchange gain (loss) on the UK pension plan asset	8			(1		)	—
2011 Operational Review	—			—			(180		)
FSA regulatory settlement	—			—			(11		)
Expense Reduction Initiative	(46		)	—			—
Fees related to the extinguishment of debt^(h)	(1		)	—			—
Other^(g)	(10		)	9			(6		)
Total Corporate and Other	$	(99	)	$	(1,004	)	$	(278	)

_________________________________


^(a)	Additional incentive accrual recognized following the replacement of annual incentive awards with annual cash bonuses which will not feature a repayment requirement.


^(b)	Write-off of unamortized cash retention award debtor following the decision to eliminate the repayment requirement on past awards.


^(c)	Non-cash charge recognized related to the impairment of the carrying value of the North America reporting unit's goodwill.


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


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

^(f)

In early 2012 the Company identified an uncollectible accounts receivable balance of approximately $28 million in Chicago due to fraudulent overstatements of Commissions and fees. For the year ended December 31, 2011, the Company recorded an estimate of the misstatement of Commissions and fees from prior periods by recognizing in the fourth quarter of 2011 a $22 million charge to Other operating expenses to write off the uncollectible receivable at January 1, 2011.

The Company concluded its internal investigation into these matters in the three months ended March 31, 2012 and identified an additional $12 million in fraudulent overstatement of Commissions and fees, and has corrected the additional misstatement by recognizing a $13 million charge (including legal expenses) to Other operating expenses in the first quarter of 2012. The above amount represents the additional charge taken.


^(g)	Other includes $7 million (2012: $7 million, 2011: $12 million) from the release of funds and reserves related to potential legal liabilities.


^(h)	$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 operating segment tables above, to consolidated income from continuing operations before income taxes and interest in earnings of associates.



	Years ended December 31,
	2013			2012			2011
	(millions)
Total consolidated operating income	$	685		$	(209	)	$	566
Make-whole on repurchase and redemption of senior notes and write-off of unamortized debt issuance costs	—			—			(171		)
Loss on extinguishment of debt	(60		)	—			—
Interest expense	(126		)	(128		)	(156		)
Income (loss) from continuing operations before income taxes and interest in earnings of associates	$	499		$	(337	)	$	239

The Company does not currently provide asset information by reportable segment as it does not routinely evaluate the total asset position by segment, and as such, no segmental analysis of assets has been disclosed. Segments are evaluated on organic commissions and fees growth and operating margin.

Segment revenue by product is as follows:



	Years ended December 31,
	2013		2012		2011		2013		2012		2011		2013		2012		2011		2013		2012		2011
	Global						North America						International						Total
	(millions)
Commissions and fees:
Retail insurance services	$	—	$	—	$	—	$	1,377	$	1,306	$	1,314	$	1,068	$	1,028	$	1,027	$	2,445	$	2,334	$	2,341
Specialty insurance services	1,188		1,124		1,073		—		—		—		—		—		—		1,188		1,124		1,073
Total commissions and fees	1,188		1,124		1,073		1,377		1,306		1,314		1,068		1,028		1,027		3,633		3,458		3,414
Investment income	3		5		9		2		3		7		10		10		15		15		18		31
Other income	—		—		—		7		4		2		—		—		—		7		4		2
Total Revenues	$	1,191	$	1,129	$	1,082	$	1,386	$	1,313	$	1,323	$	1,078	$	1,038	$	1,042	$	3,655	$	3,480	$	3,447

None of the Company’s customers represented more than 10 percent of the Company’s consolidated commissions and fees for the years ended December 31, 2013, 2012 and 2011.

Information regarding the Company’s geographic locations is as follows:



	Years Ended December 31,
	2013		2012		2011
	(millions)
Commissions and fees⁽ⁱ⁾
UK	$	1,026	$	980	$	963
US	1,549		1,484		1,461
Other⁽ⁱⁱ⁾	1,058		994		990
Total	$	3,633	$	3,458	$	3,414



	December 31,
	2013		2012
	(millions)
Fixed assets
UK	$	233	$	218
US	203		207
Other⁽ⁱⁱ⁾	45		43
Total	$	481	$	468

_________________________________


⁽ⁱ⁾	Commissions and fees are attributed to countries based upon the location of the subsidiary generating the revenue.


⁽ⁱⁱ⁾	Other than in the United Kingdom and the United States, the Company does not conduct business in any country in which its commissions and fees and or fixed assets exceed 10 percent of consolidated commissions and fees and or fixed assets, respectively.

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.

Investments in and Advances to Affiliates, Schedule of Investments [Abstract]

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+ Details

Subsidiary Undertakings

12 Months Ended

Dec. 31, 2013

SUBSIDIARY UNDERTAKINGS



29.	SUBSIDIARY UNDERTAKINGS

The Company has investments in the following subsidiary undertakings which principally affect the net income or net assets of the Group.

A full list of the Group’s subsidiary undertakings is included within the Company’s annual return.



Subsidiary name	Country of registration	Class of share	Percentage ownership
Holding companies
TAI Limited	England and Wales	Ordinary shares	100	%
Trinity Acquisition plc	England and Wales	Ordinary shares	100	%
Willis Faber Limited	England and Wales	Ordinary shares	100	%
Willis Group Limited	England and Wales	Ordinary shares	100	%
Willis Investment UK Holdings Limited	England and Wales	Ordinary shares	100	%
Willis Netherlands Holdings B.V.	Netherlands	Ordinary shares	100	%
Willis Europe B.V.	England and Wales	Ordinary shares	100	%
Insurance broking companies
Willis HRH, Inc.	USA	Common shares	100	%
Willis Limited	England and Wales	Ordinary shares	100	%
Willis North America, Inc.	USA	Common shares	100	%
Willis Re, Inc.	USA	Common shares	100	%

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

12 Months Ended

Dec. 31, 2013

Condensed Financial Information of Parent Company Only Disclosure [Abstract]

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



30.	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 are 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 condensed consolidating balance sheets for the year ended December 31, 2013 of Willis Group Holdings, the Other Guarantors and the Issuer.

Restatement to 2011 and 2012 financial information

Regulation S-X, Article 3, Rule 3-10, allows for the presentation of condensed consolidating financial information. In accordance with these rules, the condensed consolidating financial information should be presented in accordance with U.S. GAAP, except that (i) the guarantor and non-guarantor information is presented on a combined rather than consolidated basis, which requires the elimination of intra-entity activity and (ii) investments in subsidiaries are required to be presented under the equity method of accounting. Subsequent to the issuance of our 2012 financial statements, management determined that certain balances were not presented in accordance with the above principles and have therefore restated our condensed consolidating financial information to reflect (i) gross, rather than net, presentation of intercompany balance sheet positions, (ii) dividends received from subsidiaries as reductions to the equity method investment balances opposed to as component of investment income from group undertakings, and (iii) appropriate push down accounting for goodwill.

The impacts of these changes on the previously reported 2012 and 2011 financial statements are shown in the tables below.



	As previously reported			Reclassifications			As Reclassified
	(millions)
Condensed consolidating statement of operations for the year ended 31 December 2012
Willis Group Holdings
Operating loss	$	(6	)	$	—		$	(6	)
Net loss attributable to Willis Group Holdings	(446		)	—			(446		)
The Other Guarantors
Operating loss	$	(72	)	$	(11	)	$	(83	)
Net loss attributable to Willis Group Holdings	(389		)	(8		)	(397		)
The Issuer
Operating loss	$	(189	)	$	—		$	(189	)
Net loss attributable to Willis Group Holdings	(228		)	—			(228		)
Other
Operating income (loss)	$	122		$	(53	)	$	69
Net loss attributable to Willis Group Holdings	(118		)	(306		)	(424		)
Consolidating adjustments
Operating (loss) income	$	(64	)	$	64		$	—
Net income attributable to Willis Group Holdings	735			314			1,049

	As previously reported			Reclassifications			As Reclassified
	(millions)
Condensed consolidating statement of operations for the year ended 31 December 2011
Willis Group Holdings
Operating loss	$	(20	)	$	—		$	(20	)
Net income attributable to Willis Group Holdings	204			—			204
The Other Guarantors
Operating income (loss)	$	43		$	(11	)	$	32
Net income attributable to Willis Group Holdings	174			72			246
The Issuer
Operating loss	$	(179	)	$	—		$	(179	)
Net loss attributable to Willis Group Holdings	(36		)	(31		)	(67		)
Other
Operating income (loss)	$	754		$	(21	)	$	733
Net income attributable to Willis Group Holdings	137			164			301
Consolidating adjustments
Operating (loss) income	$	(32	)	$	32		$	—
Net loss attributable to Willis Group Holdings	(275		)	(205		)	(480		)



	As previously reported			Reclassifications			As Reclassified
	(millions)
Condensed consolidating statement of comprehensive income for the year ended 31 December 2012
Willis Group Holdings
Comprehensive loss attributable to Willis Group Holdings	$	(552	)	$	—		$	(552	)
The Other Guarantors
Comprehensive loss attributable to Willis Group Holdings	$	(486	)	$	(8	)	$	(494	)
The Issuer
Comprehensive loss attributable to Willis Group Holdings	$	(263	)	$	—		$	(263	)
Other
Comprehensive loss attributable to Willis Group Holdings	$	(226	)	$	(306	)	$	(532	)
Consolidating adjustments
Comprehensive income attributable to Willis Group Holdings	$	975		$	314		$	1,289

	As previously reported			Reclassifications			As Reclassified
	(millions)
Condensed consolidating statement of comprehensive income for the year ended 31 December 2011
Willis Group Holdings
Comprehensive income attributable to Willis Group Holdings	$	1		$	—		$	1
The Other Guarantors
Comprehensive (loss) income attributable to Willis Group Holdings	$	(24	)	$	72		$	48
The Issuer
Comprehensive loss attributable to Willis Group Holdings	$	(117	)	$	(31	)	$	(148	)
Other
Comprehensive (loss) income attributable to Willis Group Holdings	$	(65	)	$	164		$	99
Consolidating adjustments
Comprehensive income (loss) attributable to Willis Group Holdings	$	206		$	(205	)	$	1



	As previously reported			Reclassifications			As Reclassified
	(millions)
Condensed consolidating balance sheet at 31 December 2012
Willis Group Holdings
Total assets	$	2,557		$	1,541		$	4,098
Total liabilities	858			1,541			2,399
Total equity	1,699			—			1,699
The Other Guarantors
Total assets	$	(1,256	)	$	4,844		$	3,588
Total liabilities	319			4,930			5,249
Total equity	(1,575		)	(86		)	(1,661		)
The Issuer
Total assets	$	1,382		$	1,246		$	2,628
Total liabilities	1,348			1,246			2,594
Total equity	34			—			34
Other
Total assets	$	17,125		$	(1,483	)	$	15,642
Total liabilities	11,851			720			12,571
Total equity	5,274			(2,203		)	3,071
Consolidating adjustments
Total assets	$	(4,696	)	$	(6,148	)	$	(10,844	)
Total liabilities	(989		)	(8,437		)	(9,426		)
Total equity	(3,707		)	2,289			(1,418		)



	As previously reported			Reclassifications			As Reclassified
	(millions)
Condensed consolidating statement of cash flows for the year ended 31 December 2012
Willis Group Holdings
Net cash (used in) provided by operating activities	$	(42	)	$	19		$	(23	)
Net cash provided by investing activities	—			256			256
Net cash provided by (used in) financing activities	43			(275		)	(232		)
The Other Guarantors
Net cash provided by operating activities	$	780		$	724		$	1,504
Net cash used in investing activities	(7		)	(102		)	(109		)
Net cash used in financing activities	(773		)	(622		)	(1,395		)
The Issuer
Net cash provided by (used in) operating activities	$	69		$	(113	)	$	(44	)
Net cash (used in) provided by investing activities	(19		)	34			15
Net cash (used in) provided by financing activities	(213		)	79			(134		)
Other
Net cash provided by (used in) operating activities	$	431		$	(528	)	$	(97	)
Net cash (used in) provided by investing activities	(146		)	1,149			1,003
Net cash used in financing activities	(61		)	(621		)	(682		)
Consolidating adjustments
Net cash used in operating activities	$	(713	)	$	(102	)	$	(815	)
Net cash used in investing activities	—			(1,337		)	(1,337		)
Net cash provided by financing activities	713			1,439			2,152

	As previously reported			Reclassifications			As Reclassified
	(millions)
Condensed consolidating statement of cash flows for the year ended 31 December 2011
Willis Group Holdings
Net cash (used in) provided by operating activities	$	(41	)	$	85		$	44
Net cash used in investing activities	—			(711		)	(711		)
Net cash provided by financing activities	41			626			667
The Other Guarantors
Net cash provided by operating activities	$	184		$	132		$	316
Net cash used in investing activities	(4		)	(430		)	(434		)
Net cash (used in) provided by financing activities	(180		)	298			118
The Issuer
Net cash provided by operating activities	$	88		$	46		$	134
Net cash (used in) provided by investing activities	(21		)	128			107
Net cash provided by (used in) financing activities	20			(174		)	(154		)
Other
Net cash provided by (used in) operating activities	$	1,269		$	(1,138	)	$	131
Net cash (used in) provided by investing activities	(76		)	123			47
Net cash (used in) provided by financing activities	(1,156		)	1,015			(141		)
Consolidating adjustments
Net cash (used in) provided by operating activities	$	(1,061	)	$	875		$	(186	)
Net cash provided by investing activities	—			890			890
Net cash provided by (used in) financing activities	1,061			(1,765		)	(704		)

Condensed Consolidating Statement of Operations



	Year Ended December 31, 2013
	Willis Group Holdings			The Other Guarantors			The Issuer			Other			Consolidating adjustments			Consolidated
							(millions)
REVENUES
Commissions and fees	$	—		$	—		$	8		$	3,625		$	—		$	3,633
Investment income	—			—			—			15			—			15
Other income	—			—			—			7			—			7
Total revenues	—			—			8			3,647			—			3,655
EXPENSES
Salaries and benefits	(1		)	—			(103		)	(2,103		)	—			(2,207		)
Other operating expenses	—			(73		)	(163		)	(380		)	—			(616		)
Depreciation expense	—			(3		)	(20		)	(71		)	—			(94		)
Amortization of intangible assets	—			—			—			(55		)	—			(55		)
Net gain on disposal of operations	—			—			—			12			(10		)	2
Total expenses	(1		)	(76		)	(286		)	(2,597		)	(10		)	(2,970		)
OPERATING (LOSS) INCOME	(1		)	(76		)	(278		)	1,050			(10		)	685
Income from Group undertakings	—			191			364			86			(641		)	—
Expenses due to Group undertakings	(10		)	(34		)	(141		)	(456		)	641			—
Loss on extinguishment of debt	—			—			(60		)	—			—			(60		)
Interest expense	(42		)	(16		)	(63		)	(5		)	—			(126		)
(LOSS) INCOME FROM CONTINUING OPERATIONS BEFORE INCOME TAXES AND INTEREST IN EARNINGS OF ASSOCIATES	(53		)	65			(178		)	675			(10		)	499
Income taxes	—			23			—			(145		)	—			(122		)
(LOSS) INCOME FROM CONTINUING OPERATIONS BEFORE INTEREST IN EARNINGS OF ASSOCIATES	(53		)	88			(178		)	530			(10		)	377
Interest in earnings of associates, net of tax	—			9			—			(9		)	—			—
Equity account for subsidiaries	418			320			150			—			(888		)	—
INCOME (LOSS) FROM CONTINUING OPERATIONS	365			417			(28		)	521			(898		)	377
Discontinued operations, net of tax	—			—			—			—			—			—
NET INCOME (LOSS)	365			417			(28		)	521			(898		)	377
Less: Net loss attributable to noncontrolling interests	—			—			—			(12		)	—			(12		)
NET INCOME (LOSS) ATTRIBUTABLE TO WILLIS GROUP HOLDINGS	$	365		$	417		$	(28	)	$	509		$	(898	)	$	365

Condensed Consolidating Statement of Comprehensive Income



	Year Ended December 31, 2013
	Willis Group Holdings		The Other Guarantors		The Issuer		Other			Consolidating adjustments			Consolidated
					(millions)
Comprehensive income	$	522	$	565	$	74	$	636		$	(1,263	)	$	534
Less: Comprehensive income attributable to noncontrolling interests	—		—		—		(12		)	—			(12		)
Comprehensive income attributable to Willis Group Holdings	$	522	$	565	$	74	$	624		$	(1,263	)	$	522

Condensed Consolidating Statement of Operations



	Year Ended December 31, 2012
	Willis Group Holdings			The Other Guarantors			The Issuer			Other			Consolidating adjustments			Consolidated
							(millions)
REVENUES
Commissions and fees	$	—		$	—		$	—		$	3,458		$	—		$	3,458
Investment income	—			—			1			17			—			18
Other income	—			—			—			4			—			4
Total revenues	—			—			1			3,479			—			3,480
EXPENSES
Salaries and benefits	(2		)	—			(96		)	(2,377		)	—			(2,475		)
Other operating expenses	(4		)	(82		)	(79		)	(416		)	—			(581		)
Depreciation expense	—			(1		)	(15		)	(63		)	—			(79		)
Amortization of intangible assets	—			—			—			(59		)	—			(59		)
Goodwill impairment charge	—			—			—			(492		)	—			(492		)
Net loss on disposal of operations	—			—			—			(3		)	—			(3		)
Total expenses	(6		)	(83		)	(190		)	(3,410		)	—			(3,689		)
OPERATING (LOSS) INCOME	(6		)	(83		)	(189		)	69			—			(209		)
Income from Group undertakings	—			201			316			111			(628		)	—
Expenses due to Group undertakings	—			(67		)	(147		)	(414		)	628			—
Interest expense	(43		)	(7		)	(70		)	(8		)	—			(128		)
(LOSS) INCOME FROM CONTINUING OPERATIONS BEFORE INCOME TAXES AND INTEREST IN EARNINGS OF ASSOCIATES	(49		)	44			(90		)	(242		)	—			(337		)
Income taxes	—			31			34			(166		)	—			(101		)
(LOSS) INCOME FROM CONTINUING OPERATIONS BEFORE INTEREST IN EARNINGS OF ASSOCIATES	(49		)	75			(56		)	(408		)	—			(438		)
Interest in earnings of associates, net of tax	—			8			—			(3		)	—			5
Equity account for subsidiaries	(397		)	(480		)	(172		)	—			1,049			—
(LOSS) INCOME FROM CONTINUING OPERATIONS	(446		)	(397		)	(228		)	(411		)	1,049			(433		)
Discontinued operations, net of tax	—			—			—			—			—			—
NET (LOSS) INCOME	(446		)	(397		)	(228		)	(411		)	1,049			(433		)
Less: Net income attributable to noncontrolling interests	—			—			—			(13		)	—			(13		)
NET (LOSS) INCOME ATTRIBUTABLE TO WILLIS GROUP HOLDINGS	$	(446	)	$	(397	)	$	(228	)	$	(424	)	$	1,049		$	(446	)

Condensed Consolidating Statement of Comprehensive Income



	Year Ended December 31, 2012
	Willis Group Holdings			The Other Guarantors			The Issuer			Other			Consolidating adjustments		Consolidated
							(millions)
Comprehensive loss	$	(552	)	$	(494	)	$	(263	)	$	(519	)	$	1,289	$	(539	)
Less: Comprehensive income attributable to noncontrolling interests	—			—			—			(13		)	—		(13		)
Comprehensive loss attributable to Willis Group Holdings	$	(552	)	$	(494	)	$	(263	)	$	(532	)	$	1,289	$	(552	)

Condensed Consolidating Statement of Operations



	Year Ended December 31, 2011
	Willis Group Holdings			The Other Guarantors			The Issuer			Other			Consolidating adjustments			Consolidated
							(millions)
REVENUES
Commissions and fees	$	—		$	—		$	—		$	3,414		$	—		$	3,414
Investment income	—			—			2			29			—			31
Other income	—			—			—			2			—			2
Total revenues	—			—			2			3,445			—			3,447
EXPENSES
Salaries and benefits	(3		)	—			(69		)	(2,015		)	—			(2,087		)
Other operating expenses	(17		)	32			(98		)	(573		)	—			(656		)
Depreciation expense	—			—			(14		)	(60		)	—			(74		)
Amortization of intangible assets	—			—			—			(68		)	—			(68		)
Net gain on disposal of operations	—			—			—			4			—			4
Total expenses	(20		)	32			(181		)	(2,712		)	—			(2,881		)
OPERATING (LOSS) INCOME	(20		)	32			(179		)	733			—			566
Income from Group undertakings	—			186			324			119			(629		)	—
Expenses due to Group undertakings	—			(80		)	(134		)	(415		)	629			—
Make-whole on repurchase and redemption of senior notes and write-off of unamortized debt issuance costs	—			(171		)	—			—			—			(171		)
Interest expense	(34		)	(17		)	(97		)	(8		)	—			(156		)
(LOSS) INCOME FROM CONTINUING OPERATIONS BEFORE INCOME TAXES AND INTEREST IN EARNINGS OF ASSOCIATES	(54		)	(50		)	(86		)	429			—			239
Income taxes	—			59			27			(117		)	(1		)	(32		)
(LOSS) INCOME FROM CONTINUING OPERATIONS BEFORE INTEREST IN EARNINGS OF ASSOCIATES	(54		)	9			(59		)	312			(1		)	207
Interest in earnings of associates, net of tax	—			8			—			4			—			12
Equity account for subsidiaries	258			229			(8		)	—			(479		)	—
INCOME (LOSS) FROM CONTINUING OPERATIONS	204			246			(67		)	316			(480		)	219
Discontinued operations, net of tax	—			—			—			1			—			1
NET INCOME (LOSS)	204			246			(67		)	317			(480		)	220
Less: Net income attributable to noncontrolling interests	—			—			—			(16		)	—			(16		)
NET INCOME (LOSS) ATTRIBUTABLE TO WILLIS GROUP HOLDINGS	$	204		$	246		$	(67	)	$	301		$	(480	)	$	204

Condensed Consolidating Statement of Comprehensive Income



	Year Ended December 31, 2011
	Willis Group Holdings		The Other Guarantors		The Issuer			Other			Consolidating adjustments		Consolidated
					(millions)
Comprehensive income (loss)	$	1	$	48	$	(148	)	$	114		$	1	$	16
Less: Comprehensive income attributable to noncontrolling interests	—		—		—			(15		)	—		(15		)
Comprehensive income (loss) attributable to Willis Group Holdings	$	1	$	48	$	(148	)	$	99		$	1	$	1

Condensed Consolidating Balance Sheet



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

Condensed Consolidating Balance Sheet



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

Condensed Consolidating Balance Sheet



	As at 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	—		—		—		933		—			933
Fiduciary assets	—		—		—		9,271		—			9,271
Deferred tax assets	—		—		—		13		—			13
Other current assets	1		31		38		114		(3		)	181
Amounts due by group undertakings	4,091		993		1,292		864		(7,240		)	—
Total current assets	4,093		1,024		1,330		11,694		(7,243		)	10,898
NON-CURRENT ASSETS
Investments in subsidiaries	—		2,407		553		—		(2,960		)	—
Fixed assets, net	—		11		63		394		—			468
Goodwill	—		—		—		2,827		—			2,827
Other intangible assets, net	—		—		—		385		—			385
Investments in associates	—		143		—		31		—			174
Deferred tax assets	—		—		—		18		—			18
Pension benefits asset	—		—		—		136		—			136
Other non-current assets	5		3		41		157		—			206
Non-current amounts due by group undertakings	—		—		641		—		(641		)	—
Total non-current assets	5		2,564		1,298		3,948		(3,601		)	4,214
TOTAL ASSETS	$	4,098	$	3,588	$	2,628	$	15,642	$	(10,844	)	$	15,112
LIABILITIES AND STOCKHOLDERS’ EQUITY
CURRENT LIABILITIES
Fiduciary liabilities	$	—	$	—	$	—	$	9,271	$	—		$	9,271
Deferred revenue and accrued expenses	2		—		—		539		—			541
Income taxes payable	—		4		—		18		(3		)	19
Short-term debt and current portion of long-term debt	—		15		—		—		—			15
Deferred tax liabilities	—		—		—		21		—			21
Other current liabilities	60		—		73		194		—			327
Amounts due to group undertakings	—		4,951		1,246		1,043		(7,240		)	—
Total current liabilities	62		4,970		1,319		11,086		(7,243		)	10,194
NON-CURRENT LIABILITIES
Investments in subsidiaries	1,542		—		—		—		(1,542		)	—
Long-term debt	795		274		1,268		1		—			2,338
Liabilities for pension benefits	—		—		—		282		—			282
Deferred tax liabilities	—		—		—		18		—			18
Provisions for liabilities	—		—		—		180		—			180
Other non-current liabilities	—		5		7		363		—			375
Non-current amounts due to group undertakings	—		—		—		641		(641		)	—
Total non-current liabilities	2,337		279		1,275		1,485		(2,183		)	3,193
TOTAL LIABILITIES	$	2,399	$	5,249	$	2,594	$	12,571	$	(9,426	)	$	13,387

Condensed Consolidating Balance Sheet



	As at December 31, 2012
	Willis Group Holdings		The Other Guarantors			The Issuer		Other		Consolidating adjustments			Consolidated
						(millions)
EQUITY
Total Willis Group Holdings stockholders’ equity	1,699		(1,661		)	34		3,045		(1,418		)	1,699
Noncontrolling interests	—		—			—		26		—			26
Total equity	1,699		(1,661		)	34		3,071		(1,418		)	1,725
TOTAL LIABILITIES AND EQUITY	$	4,098	$	3,588		$	2,628	$	15,642	$	(10,844	)	$	15,112

Condensed Consolidating Statement of Cash Flows



	Year Ended December 31, 2013
	Willis Group Holdings			The Other Guarantors			The Issuer			Other			Consolidating adjustments			Consolidated
							(millions)
NET CASH (USED IN) PROVIDED BY OPERATING ACTIVITIES	$	4		$	125		$	7		$	662		$	(237	)	$	561
CASH FLOWS FROM INVESTING ACTIVITIES
Proceeds on disposal of fixed and intangible assets	—			—			3			9			—			12
Additions to fixed assets	—			(7		)	(11		)	(94		)	—			(112		)
Additions to intangibles assets	—			—			—			(7		)	—			(7		)
Acquisitions of subsidiaries, net of cash acquired	—			(237		)	(230		)	(30		)	467			(30		)
Payments to acquire other investments	—			—			—			(7		)	—			(7		)
Proceeds from sale of associates	—			—			—			4			—			4
Proceeds from sale of operations, net of cash disposed	—			—			230			257			(467		)	20
Proceeds from intercompany investing activities	383			211			36			60			(690		)	—
Repayments of intercompany investing activities	(347		)	(442		)	(120		)	(780		)	1,689			—
Net cash provided by (used in) investing activities	36			(475		)	(92		)	(588		)	999			(120		)
CASH FLOWS FROM FINANCING ACTIVITIES
Senior notes issued	—			522			—			—			—			522
Debt issuance costs	—			(8		)	—			—			—			(8		)
Repayments of debt	—			(15		)	(521		)	—			—			(536		)
Tender premium on extinguishment of senior notes	—			—			(65		)	—			—			(65		)
Proceeds from issue of shares	155			—			—			—			—			155
Excess tax benefits from share-based payment arrangements	—			—			—			2			—			2
Dividends paid	(193		)	—			(230		)	(7		)	237			(193		)
Acquisition of noncontrolling interests	—			—			—			(4		)	—			(4		)
Dividends paid to noncontrolling interests	—			—			—			(10		)	—			(10		)
Proceeds from intercompany financing activities	—			321			901			467			(1,689		)	—
Repayments of intercompany financing activities	—			(467		)	—			(223		)	690			—
Net cash (used in) provided by financing activities	(38		)	353			85			225			(762		)	(137		)
INCREASE IN CASH AND CASH EQUIVALENTS	2			3			—			299			—			304
Effect of exchange rate changes on cash and cash equivalents	—			—			—			(8		)	—			(8		)
CASH AND CASH EQUIVALENTS, BEGINNING OF YEAR	1			—			—			499			—			500
CASH AND CASH EQUIVALENTS, END OF YEAR	$	3		$	3		$	—		$	790		$	—		$	796

Condensed Consolidating Statement of Cash Flows



	Year Ended December 31, 2012
	Willis Group Holdings			The Other Guarantors			The Issuer			Other			Consolidating adjustments			Consolidated
							(millions)
NET CASH (USED IN) PROVIDED BY OPERATING ACTIVITIES	$	(23	)	$	1,504		$	(44	)	$	(97	)	$	(815	)	$	525
CASH FLOWS FROM INVESTING ACTIVITIES
Proceeds on disposal of fixed and intangible assets	—			—			—			5			—			5
Additions to fixed assets	—			(7		)	(19		)	(109		)	—			(135		)
Additions to intangible assets	—			—			—			(2		)	—			(2		)
Acquisitions of subsidiaries, net of cash acquired	—			—			—			(33		)	—			(33		)
Payments to acquire other investments	—			—			—			(7		)	—			(7		)
Proceeds from sale of operations, net of cash disposed	—			—			—			—			—			—
Proceeds from intercompany investing activities	256			216			44			1,230			(1,746		)	—
Repayments of intercompany investing activities	—			(318		)	(10		)	(81		)	409			—
Net cash provided by (used in) investing activities	256			(109		)	15			1,003			(1,337		)	(172		)
CASH FLOWS FROM FINANCING ACTIVITIES
Repayments of debt	—			(15		)	—			—			—			(15		)
Proceeds from issue of other debt	—			1			—			—			—			1
Repurchase of shares	(100		)	—			—			—			—			(100		)
Proceeds from issue of shares	53			—			—			—			—			53
Excess tax benefits from share-based payment arrangements	—			—			—			2			—			2
Dividends paid	(185		)	—			—			(815		)	815			(185		)
Proceeds from sale of noncontrolling interest	—			—			—			3			—			3
Acquisition of noncontrolling interests	—			—			—			(39		)	—			(39		)
Dividends paid to noncontrolling interests	—			—			—			(11		)	—			(11		)
Proceeds from intercompany financing activities	—			81			—			328			(409		)	—
Repayments of intercompany financing activities	—			(1,462		)	(134		)	(150		)	1,746			—
Net cash (used in) provided by financing activities	(232		)	(1,395		)	(134		)	(682		)	2,152			(291		)
INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS	1			—			(163		)	224			—			62
Effect of exchange rate changes on cash and cash equivalents	—			—			—			2			—			2
CASH AND CASH EQUIVALENTS, BEGINNING OF YEAR	—			—			163			273			—			436
CASH AND CASH EQUIVALENTS, END OF YEAR	$	1		$	—		$	—		$	499		$	—		$	500

Condensed Consolidating Statement of Cash Flows



	Year Ended December 31, 2011
	Willis Group Holdings			The Other Guarantors			The Issuer			Other			Consolidating adjustments			Consolidated
							(millions)
NET CASH PROVIDED BY (USED IN) OPERATING ACTIVITIES	$	44		$	316		$	134		$	131		$	(186	)	$	439
CASH FLOWS FROM INVESTING ACTIVITIES
Proceeds on disposal of fixed and intangible assets	—			—			—			13			—			13
Additions to fixed assets	—			(4		)	(21		)	(86		)	—			(111		)
Acquisitions of subsidiaries, net of cash acquired	—			—			—			(10		)	—			(10		)
Acquisitions of investments in associates	—			—			—			(2		)	—			(2		)
Payments to acquire other investments	—			—			—			(5		)	—			(5		)
Proceeds from sale of operations, net of cash disposed	—			—			—			14			—			14
Proceeds from intercompany investing activities	—			—			128			224			(352		)	—
Repayments of intercompany investing activities	(711		)	(430		)	—			(101		)	1,242			—
Net cash (used in) provided by investing activities	(711		)	(434		)	107			47			890			(101		)
CASH FLOWS FROM FINANCING ACTIVITIES
Repayments of revolving credit facility	—			—			(90		)	—			—			(90		)
Senior notes issued	794			—			—			—			—			794
Debt issuance costs	(7		)	(5		)	—			—			—			(12		)
Repayments of debt	—			(500		)	(411		)	—			—			(911		)
Proceeds from issue of term loan	—			300			—			—			—			300
Make-whole on repurchase and redemption of senior notes	—			(158		)	—			—			—			(158		)
Proceeds from issue of shares	60			—			—			—			—			60
Excess tax benefits from share-based payment arrangements	—			—			—			5			—			5
Dividends paid	(180		)	—			—			(186		)	186			(180		)
Acquisition of noncontrolling interests	—			(4		)	—			(5		)	—			(9		)
Dividends paid to noncontrolling interests	—			—			—			(13		)	—			(13		)
Cash received on intercompany financing activities	—			741			347			154			(1,242		)	—
Cash paid on intercompany financing activities	—			(256		)	—			(96		)	352			—
Net cash provided by (used in) financing activities	667			118			(154		)	(141		)	(704		)	(214		)
(DECREASE) INCREASE IN CASH AND CASH EQUIVALENTS	—			—			87			37			—			124
Effect of exchange rate changes on cash and cash equivalents	—			—			—			(4		)	—			(4		)
CASH AND CASH EQUIVALENTS, BEGINNING OF YEAR	—			—			76			240			—			316
CASH AND CASH EQUIVALENTS, END OF YEAR	$	—		$	—		$	163		$	273		$	—		$	436



32.	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 Holdings B.V, Willis Investment UK Holdings Limited and TA I Limited are all direct or indirect parents of the issuer and Willis Group Limited and Willis North America Inc., are 100 percent directly 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 of Willis Group Holdings, the Other Guarantors and the Issuer.

Restatement to 2011 and 2012 financial information

The impacts of these changes on the previously reported 2012 and 2011 financial statements are shown in the tables below.



	As previously reported			Reclassifications			As Reclassified
	(millions)
Condensed consolidating statement of operations for the year ended 31 December 2012
Willis Group Holdings
Operating loss	$	(6	)	$	—		$	(6	)
Net loss attributable to Willis Group Holdings	(446		)	—			(446		)
The Other Guarantors
Operating loss	$	(262	)	$	(11	)	$	(273	)
Net loss attributable to Willis Group Holdings	(389		)	(8		)	(397		)
The Issuer
Operating income	$	1		$	—		$	1
Net loss attributable to Willis Group Holdings	(427		)	—			(427		)
Other
Operating income (loss)	$	122		$	(53	)	$	69
Net loss attributable to Willis Group Holdings	(118		)	(306		)	(424		)
Consolidating adjustments
Operating (loss) income	$	(64	)	$	64		$	—
Net income attributable to Willis Group Holdings	934			314			1,248

	As previously reported			Reclassifications			As Reclassified
	(millions)
Condensed consolidating statement of operations for the year ended 31 December 2011
Willis Group Holdings
Operating loss	$	(20	)	$	—		$	(20	)
Net income attributable to Willis Group Holdings	204			—			204
The Other Guarantors
Operating loss	$	(140	)	$	(11	)	$	(151	)
Net income attributable to Willis Group Holdings	174			72			246
The Issuer
Operating income	$	4		$	—		$	4
Net income (loss) attributable to Willis Group Holdings	218			(1		)	217
Other
Operating income (loss)	$	754		$	(21	)	$	733
Net income attributable to Willis Group Holdings	137			164			301
Consolidating adjustments
Operating (loss) income	$	(32	)	$	32		$	—
Net loss attributable to Willis Group Holdings	(529		)	(235		)	(764		)



	As previously reported			Reclassifications			As Reclassified
	(millions)
Condensed consolidating statement of comprehensive income for the year ended 31 December 2012
Willis Group Holdings
Comprehensive loss attributable to Willis Group Holdings	$	(552	)	$	—		$	(552	)
The Other Guarantors
Comprehensive loss attributable to Willis Group Holdings	$	(486	)	$	(8	)	$	(494	)
The Issuer
Comprehensive (loss) income attributable to Willis Group Holdings	$	(528	)	$	—		$	(528	)
Other
Comprehensive loss attributable to Willis Group Holdings	$	(226	)	$	(306	)	$	(532	)
Consolidating adjustments
Comprehensive income attributable to Willis Group Holdings	$	1,240		$	314		$	1,554

	As previously reported			Reclassifications			As Reclassified
	(millions)
Condensed consolidating statement of comprehensive income for the year ended 31 December 2011
Willis Group Holdings
Comprehensive income attributable to Willis Group Holdings	$	1		$	—		$	1
The Other Guarantors
Comprehensive (loss) income attributable to Willis Group Holdings	$	(24	)	$	72		$	48
The Issuer
Comprehensive income attributable to Willis Group Holdings	$	21		$	(1	)	$	20
Other
Comprehensive (loss) income attributable to Willis Group Holdings	$	(65	)	$	164		$	99
Consolidating adjustments
Comprehensive income (loss) attributable to Willis Group Holdings	$	68		$	(235	)	$	(167	)



	As previously reported			Reclassifications			As Reclassified
	(millions)
Condensed consolidating balance sheet at 31 December 2012
Willis Group Holdings
Total assets	$	2,557		$	1,541		$	4,098
Total liabilities	858			1,541			2,399
Total equity	1,699			—			1,699
The Other Guarantors
Total assets	$	(208	)	$	5,618		$	5,410
Total liabilities	1,367			5,704			7,071
Total equity	(1,575		)	(86		)	(1,661		)
The Issuer
Total assets	$	2,861		$	408		$	3,269
Total liabilities	300			492			792
Total equity	2,561			(84		)	2,477
Other
Total assets	$	17,125		$	(1,483	)	$	15,642
Total liabilities	11,851			720			12,571
Total equity	5,274			(2,203		)	3,071
Consolidating adjustments
Total assets	$	(7,223	)	$	(6,084	)	$	(13,307	)
Total liabilities	(989		)	(8,457		)	(9,446		)
Total equity	(6,234		)	2,373			(3,861		)



	As previously reported			Reclassifications			As Reclassified
	(millions)
Condensed consolidating statement of cash flows for the year ended 31 December 2012
Willis Group Holdings
Net cash (used in) provided by operating activities	$	(42	)	$	19		$	(23	)
Net cash provided by investing activities	—			256			256
Net cash provided by (used in) financing activities	43			(275		)	(232		)
The Other Guarantors
Net cash provided by operating activities	$	1,869		$	524		$	2,393
Net cash used in investing activities	(26		)	(21		)	(47		)
Net cash used in financing activities	(2,006		)	(503		)	(2,509		)
The Issuer
Net cash provided by operating activities	$	1,269		$	87		$	1,356
Net cash used in investing activities	—			(53		)	(53		)
Net cash (used in) provided by financing activities	(1,269		)	(34		)	(1,303		)
Other
Net cash provided by (used in) operating activities	$	431		$	(528	)	$	(97	)
Net cash (used in) provided by investing activities	(146		)	1,149			1,003
Net cash used in financing activities	(61		)	(621		)	(682		)
Consolidating adjustments
Net cash used in operating activities	$	(3,002	)	$	(102	)	$	(3,104	)
Net cash used in investing activities	—			(1,331		)	(1,331		)
Net cash provided by financing activities	3,002			1,433			4,435

	As previously reported			Reclassifications			As Reclassified
	(millions)
Condensed consolidating statement of cash flows for the year ended 31 December 2011
Willis Group Holdings
Net cash (used in) provided by operating activities	$	(41	)	$	85		$	44
Net cash used in investing activities	—			(711		)	(711		)
Net cash provided by financing activities	41			626			667
The Other Guarantors
Net cash provided by (used in) operating activities	$	209		$	(568	)	$	(359	)
Net cash used in investing activities	(25		)	(33		)	(58		)
Net cash (used in) provided by financing activities	(97		)	601			504
The Issuer
Net cash provided by operating activities	$	110		$	746		$	856
Net cash used in investing activities	—			(292		)	(292		)
Net cash used in financing activities	(110		)	(454		)	(564		)
Other
Net cash provided by (used in) operating activities	$	1,269		$	(1,138	)	$	131
Net cash (used in) provided by investing activities	(76		)	123			47
Net cash (used in) provided by financing activities	(1,156		)	1,015			(141		)
Consolidating adjustments
Net cash (used in) provided by operating activities	$	(1,108	)	$	875		$	(233	)
Net cash provided by investing activities	—			913			913
Net cash provided by (used in) financing activities	1,108			(1,788		)	(680		)

Condensed Consolidating Statement of Operations



	Year Ended December 31, 2013
	Willis Group Holdings			The Other Guarantors			The Issuer			Other			Consolidating adjustments			Consolidated
							(millions)
REVENUES
Commissions and fees	$	—		$	8		$	—		$	3,625		$	—		$	3,633
Investment income	—			—			—			15			—			15
Other income	—			—			—			7			—			7
Total revenues	—			8			—			3,647			—			3,655
EXPENSES
Salaries and benefits	(1		)	(103		)	—			(2,103		)	—			(2,207		)
Other operating expenses	—			(235		)	(1		)	(380		)	—			(616		)
Depreciation expense	—			(23		)	—			(71		)	—			(94		)
Amortization of intangible assets	—			—			—			(55		)	—			(55		)
Net gain on disposal of operations	—			—			—			12			(10		)	2
Total expenses	(1		)	(361		)	(1		)	(2,597		)	(10		)	(2,970		)
OPERATING (LOSS) INCOME	(1		)	(353		)	(1		)	1,050			(10		)	685
Income from Group undertakings	—			491			68			86			(645		)	—
Expenses due to Group undertakings	(10		)	(153		)	(26		)	(456		)	645			—
Loss from extinguishment of debt	—			(60		)	—			—			—			(60		)
Interest expense	(42		)	(61		)	(18		)	(5		)	—			(126		)
(LOSS) INCOME FROM CONTINUING OPERATIONS BEFORE INCOME TAXES AND INTEREST IN EARNINGS OF ASSOCIATES	(53		)	(136		)	23			675			(10		)	499
Income taxes	—			29			(6		)	(145		)	—			(122		)
(LOSS) INCOME FROM CONTINUING OPERATIONS BEFORE INTEREST IN EARNINGS OF ASSOCIATES	(53		)	(107		)	17			530			(10		)	377
Interest in earnings of associates, net of tax	—			9			—			(9		)	—			—
Equity account for subsidiaries	418			515			344			—			(1,277		)	—
INCOME FROM CONTINUING OPERATIONS	365			417			361			521			(1,287		)	377
Discontinued operations, net of tax	—			—			—			—			—			—
NET INCOME	365			417			361			521			(1,287		)	377
Less: Net income attributable to noncontrolling interests	—			—			—			(12		)	—			(12		)
NET INCOME ATTRIBUTABLE TO WILLIS GROUP HOLDINGS	$	365		$	417		$	361		$	509		$	(1,287	)	$	365

Condensed Consolidating Statement of Comprehensive Income



	Year Ended December 31, 2013
	Willis Group Holdings		The Other Guarantors		The Issuer		Other			Consolidating adjustments			Consolidated
					(millions)
Comprehensive income	$	522	$	565	$	504	$	636		$	(1,693	)	$	534
Less: Comprehensive income attributable to noncontrolling interests	—		—		—		(12		)	—			(12		)
Comprehensive income attributable to Willis Group Holdings	$	522	$	565	$	504	$	624		$	(1,693	)	$	522

Condensed Consolidating Statement of Operations



	Year Ended December 31, 2012
	Willis Group Holdings			The Other Guarantors			The Issuer			Other			Consolidating adjustments			Consolidated
							(millions)
REVENUES
Commissions and fees	$	—		$	—		$	—		$	3,458		$	—		$	3,458
Investment income	—			1			—			17			—			18
Other income	—			—			—			4			—			4
Total revenues	—			1			—			3,479			—			3,480
EXPENSES
Salaries and benefits	(2		)	(96		)	—			(2,377		)	—			(2,475		)
Other operating expenses	(4		)	(162		)	1			(416		)	—			(581		)
Depreciation expense	—			(16		)	—			(63		)	—			(79		)
Amortization of intangible assets	—			—			—			(59		)	—			(59		)
Goodwill impairment	—			—			—			(492		)	—			(492		)
Net loss on disposal of operations	—			—			—			(3		)	—			(3		)
Total expenses	(6		)	(274		)	1			(3,410		)	—			(3,689		)
OPERATING (LOSS) INCOME	(6		)	(273		)	1			69			—			(209		)
Income from Group undertakings	—			436			79			111			(626		)	—
Expenses due to Group undertakings	—			(185		)	(27		)	(414		)	626			—
Interest expense	(43		)	(69		)	(8		)	(8		)	—			(128		)
(LOSS) INCOME FROM CONTINUING OPERATIONS BEFORE INCOME TAXES AND INTEREST IN EARNINGS OF ASSOCIATES	(49		)	(91		)	45			(242		)	—			(337		)
Income taxes	—			76			(11		)	(166		)	—			(101		)
(LOSS) INCOME FROM CONTINUING OPERATIONS BEFORE INTEREST IN EARNINGS OF ASSOCIATES	(49		)	(15		)	34			(408		)	—			(438		)
Interest in earnings of associates, net of tax	—			8			—			(3		)	—			5
Equity account for subsidiaries	(397		)	(390		)	(461		)	—			1,248			—
LOSS FROM CONTINUING OPERATIONS	(446		)	(397		)	(427		)	(411		)	1,248			(433		)
Discontinued operations, net of tax	—			—			—			—			—			—
NET LOSS	(446		)	(397		)	(427		)	(411		)	1,248			(433		)
Less: Net income attributable to noncontrolling interests	—			—			—			(13		)	—			(13		)
NET LOSS ATTRIBUTABLE TO WILLIS GROUP HOLDINGS	$	(446	)	$	(397	)	$	(427	)	$	(424	)	$	1,248		$	(446	)

Condensed Consolidating Statement of Comprehensive Income



	Year Ended December 31, 2012
	Willis Group Holdings			The Other Guarantors			The Issuer			Other			Consolidating adjustments		Consolidated
							(millions)
Comprehensive loss	$	(552	)	$	(494	)	$	(528	)	$	(519	)	$	1,554	$	(539	)
Less: Comprehensive income attributable to noncontrolling interests	—			—			—			(13		)	—		(13		)
Comprehensive loss attributable to Willis Group Holdings	$	(552	)	$	(494	)	$	(528	)	$	(532	)	$	1,554	$	(552	)

Condensed Consolidating Statement of Operations



	Year Ended December 31, 2011
	Willis Group Holdings			The Other Guarantors			The Issuer			Other			Consolidating adjustments			Consolidated
							(millions)
REVENUES
Commissions and fees	$	—		$	—		$	—		$	3,414		$	—		$	3,414
Investment income	—			2			—			29			—			31
Other income	—			—			—			2			—			2
Total revenues	—			2			—			3,445			—			3,447
EXPENSES
Salaries and benefits	(3		)	(69		)	—			(2,015		)	—			(2,087		)
Other operating expenses	(17		)	(70		)	4			(573		)	—			(656		)
Depreciation expense	—			(14		)	—			(60		)	—			(74		)
Amortization of intangible assets	—			—			—			(68		)	—			(68		)
Net gain on disposal of operations	—			—			—			4			—			4
Total expenses	(20		)	(153		)	4			(2,712		)	—			(2,881		)
OPERATING (LOSS) INCOME	(20		)	(151		)	4			733			—			566
Income from Group undertakings	—			438			64			119			(621		)	—
Expenses due to Group undertakings	—			(180		)	(26		)	(415		)	621			—
Make-whole on repurchase and redemption of senior notes and write-off of unamortized debt issuance costs	—			—			(171		)	—			—			(171		)
Interest expense	(34		)	(99		)	(15		)	(8		)	—			(156		)
(LOSS) INCOME FROM CONTINUING OPERATIONS BEFORE INCOME TAXES AND INTEREST IN EARNINGS OF ASSOCIATES	(54		)	8			(144		)	429			—			239
Income taxes	—			47			39			(117		)	(1		)	(32		)
(LOSS) INCOME FROM CONTINUING OPERATIONS BEFORE INTEREST IN EARNINGS OF ASSOCIATES	(54		)	55			(105		)	312			(1		)	207
Interest in earnings of associates, net of tax	—			8			—			4			—			12
Equity account for subsidiaries	258			183			322			—			(763		)	—
INCOME FROM CONTINUING OPERATIONS	204			246			217			316			(764		)	219
Discontinued operations, net of tax	—			—			—			1			—			1
NET INCOME	204			246			217			317			(764		)	220
Less: Net income attributable to noncontrolling interests	—			—			—			(16		)	—			(16		)
NET INCOME ATTRIBUTABLE TO WILLIS GROUP HOLDINGS	$	204		$	246		$	217		$	301		$	(764	)	$	204

Condensed Consolidating Statement of Comprehensive Income



	Year Ended December 31, 2011
	Willis Group Holdings		The Other Guarantors		The Issuer		Other			Consolidating adjustments			Consolidated
					(millions)
Comprehensive income	$	1	$	48	$	20	$	114		$	(167	)	$	16
Less: Comprehensive income attributable to noncontrolling interests	—		—		—		(15		)	—			(15		)
Comprehensive income attributable to Willis Group Holdings	$	1	$	48	$	20	$	99		$	(167	)	$	1

Condensed Consolidating Balance Sheet



	As at December 31, 2013
	Willis Group Holdings		The Other Guarantors		The Issuer		Other		Consolidating adjustments			Consolidated
					(millions)
ASSETS
CURRENT ASSETS
Cash and cash equivalents	$	3	$	3	$	—	$	790	$	—		$	796
Accounts receivable, net	—		4		—		1,037		—			1,041
Fiduciary assets	—		—		—		8,412		—			8,412
Deferred tax assets	—		—		—		16		(1		)	15
Other current assets	1		36		1		186		(27		)	197
Amounts due from group undertakings	4,051		975		793		1,484		(7,303		)	—
Total current assets	4,055		1,018		794		11,925		(7,331		)	10,461
NON-CURRENT ASSETS
Investments in subsidiaries	—		3,716		2,705		—		(6,421		)	—
Fixed assets, net	—		66		—		415		—			481
Goodwill	—		—		—		2,838		—			2,838
Other intangible assets, net	—		—		—		353		—			353
Investments in associates	—		156		—		20		—			176
Deferred tax assets	—		—		—		7		—			7
Pension benefits asset	—		—		—		278		—			278
Other non-current assets	4		5		9		188		—			206
Non-current amounts due from group undertakings	—		1,113		518		—		(1,631		)	—
Total non-current assets	4		5,056		3,232		4,099		(8,052		)	4,339
TOTAL ASSETS	$	4,059	$	6,074	$	4,026	$	16,024	$	(15,383	)	$	14,800
LIABILITIES AND STOCKHOLDERS’ EQUITY
CURRENT LIABILITIES
Fiduciary liabilities	$	—	$	—	$	—	$	8,412	$	—		$	8,412
Deferred revenue and accrued expenses	2		29		—		555		—			586
Income taxes payable	—		4		5		39		(27		)	21
Short-term debt and current portion of long-term debt	—		—		15		—		—			15
Deferred tax liabilities	—		—		—		25		—			25
Other current liabilities	62		42		11		300		—			415
Amounts due to group undertakings	—		5,813		157		1,333		(7,303		)	—
Total current liabilities	64		5,888		188		10,664		(7,330		)	9,474
NON-CURRENT LIABILITIES
Investments in subsidiaries	985		—		—		—		(985		)	—
Long-term debt	795		733		782		1		—			2,311
Liabilities for pension benefits	—		—		—		136		—			136
Deferred tax liabilities	—		1		—		55		—			56
Provisions for liabilities	—		—		—		206		—			206
Other non-current liabilities	—		48		—		326		—			374
Non-current amounts due to group undertakings	—		518		423		690		(1,631		)	—
Total non-current liabilities	1,780		1,300		1,205		1,414		(2,616		)	3,083
TOTAL LIABILITIES	$	1,844	$	7,188	$	1,393	$	12,078	$	(9,946	)	$	12,557

Condensed Consolidating Balance Sheet



	As at December 31, 2013
	Willis Group Holdings		The Other Guarantors			The Issuer		Other		Consolidating adjustments			Consolidated
						(millions)
EQUITY
Total Willis Group Holdings stockholders’ equity	2,215		(1,114		)	2,633		3,918		(5,437		)	2,215
Noncontrolling interests	—		—			—		28		—			28
Total equity	2,215		(1,114		)	2,633		3,946		(5,437		)	2,243
TOTAL LIABILITIES AND EQUITY	$	4,059	$	6,074		$	4,026	$	16,024	$	(15,383	)	$	14,800

Condensed Consolidating Balance Sheet



	As at 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	—		—		—		933		—			933
Fiduciary assets	—		—		—		9,271		—			9,271
Deferred tax assets	—		—		—		13		—			13
Other current assets	1		79		1		114		(14		)	181
Amounts due from group undertakings	4,091		1,070		801		864		(6,826		)	—
Total current assets	4,093		1,149		802		11,694		(6,840		)	10,898
NON-CURRENT ASSETS
Investments in subsidiaries	—		2,939		2,464		—		(5,403		)	—
Fixed assets, net	—		74		—		394		—			468
Goodwill	—		—		—		2,827		—			2,827
Other intangible assets, net	—		—		—		385		—			385
Investments in associates	—		143		—		31		—			174
Deferred tax assets	—		—		—		18		—			18
Pension benefits asset	—		—		—		136		—			136
Other non-current assets	5		41		3		157		—			206
Non-current amounts due from group undertakings	—		1,064		—		—		(1,064		)	—
Total non-current assets	5		4,261		2,467		3,948		(6,467		)	4,214
TOTAL ASSETS	$	4,098	$	5,410	$	3,269	$	15,642	$	(13,307	)	$	15,112
LIABILITIES AND STOCKHOLDERS’ EQUITY
CURRENT LIABILITIES
Fiduciary liabilities	$	—	$	—	$	—	$	9,271	$	—		$	9,271
Deferred revenue and accrued expenses	2		—		—		539		—			541
Income taxes payable	—		4		11		18		(14		)	19
Short-term debt and current portion of long-term debt	—		—		15		—		—			15
Deferred tax liabilities	—		—		—		21		—			21
Other current liabilities	60		73		—		194		—			327
Amounts due to group undertakings	—		5,714		69		1,043		(6,826		)	—
Total current liabilities	62		5,791		95		11,086		(6,840		)	10,194
NON-CURRENT LIABILITIES
Investments in subsidiaries	1,542		—		—		—		(1,542		)	—
Long-term debt	795		1,268		274		1		—			2,338
Liabilities for pension benefits	—		—		—		282		—			282
Deferred tax liabilities	—		—		—		18		—			18
Provisions for liabilities	—		—		—		180		—			180
Other non-current liabilities	—		12		—		363		—			375
Non-current amounts due to group undertakings	—		—		423		641		(1,064		)	—
Total non-current liabilities	2,337		1,280		697		1,485		(2,606		)	3,193
TOTAL LIABILITIES	$	2,399	$	7,071	$	792	$	12,571	$	(9,446	)	$	13,387

Condensed Consolidating Balance Sheet



	As at December 31, 2012
	Willis Group Holdings		The Other Guarantors			The Issuer		Other		Consolidating adjustments			Consolidated
						(millions)
EQUITY
Total Willis Group Holdings stockholders’ equity	1,699		(1,661		)	2,477		3,045		(3,861		)	1,699
Noncontrolling interests	—		—			—		26		—			26
Total equity	1,699		(1,661		)	2,477		3,071		(3,861		)	1,725
TOTAL LIABILITIES AND EQUITY	$	4,098	$	5,410		$	3,269	$	15,642	$	(13,307	)	$	15,112

Condensed Consolidating Statement of Cash Flows



	Year Ended December 31, 2013
	Willis Group Holdings			The Other Guarantors			The Issuer			Other			Consolidating adjustments			Consolidated
							(millions)
NET CASH PROVIDED BY (USED IN) OPERATING ACTIVITIES	$	4		$	399		$	63		$	662		$	(567	)	$	561
CASH FLOWS FROM INVESTING ACTIVITIES
Proceeds on disposal of fixed and intangible assets	—			3			—			9			—			12
Additions to fixed assets	—			(18		)	—			(94		)	—			(112		)
Additions to intangible assets	—			—			—			(7		)	—			(7		)
Acquisitions of subsidiaries, net of cash acquired	—			(237		)	—			(30		)	237			(30		)
Payments to acquire other investments	—			—			—			(7		)	—			(7		)
Proceeds from sale of associates	—			—			—			4			—			4
Proceeds from sale of operations, net of cash disposed	—			—			—			257			(237		)	20
Proceeds from intercompany investing activities	383			160			132			60			(735		)	—
Repayments of intercompany investing activities	(347		)	(120		)	(442		)	(780		)	1,689			—
Net cash provided by (used in) investing activities	36			(212		)	(310		)	(588		)	954			(120		)
CASH FLOWS FROM FINANCING ACTIVITIES
Senior notes issued	—			—			522			—			—			522
Debt issuance costs	—			—			(8		)	—			—			(8		)
Repayments of debt	—			(521		)	(15		)	—			—			(536		)
Tender premium on extinguishment of senior notes	—			(65		)	—			—			—			(65		)
Proceeds from issue of shares	155			—			—			—			—			155
Excess tax benefits from share-based payment arrangement	—			—			—			2			—			2
Dividends paid	(193		)	(230		)	(330		)	(7		)	567			(193		)
Acquisition of noncontrolling interests	—			—			—			(4		)	—			(4		)
Dividends paid to noncontrolling interests	—			—			—			(10		)	—			(10		)
Proceeds from intercompany financing activities	—			1,075			147			467			(1,689		)	—
Repayments of intercompany financing activities	—			(443		)	(69		)	(223		)	735			—
Net cash (used in) provided by financing activities	(38		)	(184		)	247			225			(387		)	(137		)
INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS	2			3			—			299			—			304
Effect of exchange rate changes on cash and cash equivalents	—			—			—			(8		)	—			(8		)
CASH AND CASH EQUIVALENTS, BEGINNING OF YEAR	1			—			—			499			—			500
CASH AND CASH EQUIVALENTS, END OF YEAR	$	3		$	3		$	—		$	790		$	—		$	796

Condensed Consolidating Statement of Cash Flows



	Year Ended December 31, 2012
	Willis Group Holdings			The Other Guarantors			The Issuer			Other			Consolidating adjustments			Consolidated
							(millions)
NET CASH (USED IN) PROVIDED BY OPERATING ACTIVITIES	$	(23	)	$	2,393		$	1,356		$	(97	)	$	(3,104	)	$	525
CASH FLOWS FROM INVESTING ACTIVITIES
Proceeds on disposal of fixed and intangible assets	—			—			—			5			—			5
Additions to fixed assets	—			(26		)	—			(109		)	—			(135		)
Additions to intangible assets	—			—			—			(2		)	—			(2		)
Acquisitions of subsidiaries, net of cash acquired	—			—			—			(33		)	—			(33		)
Payments to acquire other investments	—			—			—			(7		)	—			(7		)
Proceeds from sale of operations, net of cash disposed	—			—			—			—			—			—
Proceeds from intercompany investing activities	256			176			78			1,230			(1,740		)	—
Repayments of intercompany investing activities	—			(197		)	(131		)	(81		)	409			—
Net cash provided by (used in) investing activities	256			(47		)	(53		)	1,003			(1,331		)	(172		)
CASH FLOWS FROM FINANCING ACTIVITIES
Repayments of debt	—			(4		)	(11		)	—			—			(15		)
Proceeds from issue of other debt	—			—			1			—			—			1
Repurchase of shares	(100		)	—			—			—			—			(100		)
Proceeds from issue of shares	53			—			—			—			—			53
Excess tax benefits from share-based payment arrangement	—			—			—			2			—			2
Dividends paid	(185		)	(1,220		)	(1,069		)	(815		)	3,104			(185		)
Proceeds from sale of noncontrolling interests	—			—			—			3			—			3
Acquisition of noncontrolling interests	—			—			—			(39		)	—			(39		)
Dividends paid to noncontrolling interests	—			—			—			(11		)	—			(11		)
Proceeds from intercompany financing activities	—			81			—			328			(409		)	—
Repayments of intercompany financing activities	—			(1,366		)	(224		)	(150		)	1,740			—
Net cash used in financing activities	(232		)	(2,509		)	(1,303		)	(682		)	4,435			(291		)
INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS	1			(163		)	—			224			—			62
Effect of exchange rate changes on cash and cash equivalents	—			—			—			2			—			2
CASH AND CASH EQUIVALENTS, BEGINNING OF YEAR	—			163			—			273			—			436
CASH AND CASH EQUIVALENTS, END OF YEAR	$	1		$	—		$	—		$	499		$	—		$	500

Condensed Consolidating Statement of Cash Flows



	Year Ended December 31, 2011
	Willis Group Holdings			The Other Guarantors			The Issuer			Other			Consolidating adjustments			Consolidated
							(millions)
NET CASH PROVIDED BY (USED IN) OPERATING ACTIVITIES	$	44		$	(359	)	$	856		$	131		$	(233	)	$	439
CASH FLOWS FROM INVESTING ACTIVITIES
Proceeds on disposal of fixed and intangible assets	—			—			—			13			—			13
Additions to fixed assets	—			(25		)	—			(86		)	—			(111		)
Acquisitions of subsidiaries, net of cash acquired	—			—			—			(10		)	—			(10		)
Acquisitions of investments in associates	—			—			—			(2		)	—			(2		)
Payments to acquire other investments	—			—			—			(5		)	—			(5		)
Proceeds from sale of operations, net of cash disposed	—			—			—			14			—			14
Proceeds from intercompany investing activities	—			105			—			224			(329		)	—
Repayments of intercompany investing activities	(711		)	(138		)	(292		)	(101		)	1,242			—
Net cash (used in) investing activities	(711		)	(58		)	(292		)	47			913			(101		)
CASH FLOWS FROM FINANCING ACTIVITIES
Repayments of revolving credit facility	—			(90		)	—			—			—			(90		)
Senior notes issued	794			—			—			—			—			794
Debt issuance costs	(7		)	—			(5		)	—			—			(12		)
Repayments of debt	—			(411		)	(500		)	—			—			(911		)
Proceeds from issue of term loan	—			—			300			—			—			300
Make-whole on repurchase and redemption of senior notes	—			—			(158		)	—			—			(158		)
Proceeds from issue of shares	60			—			—			—			—			60
Excess tax benefits from share-based payment arrangements	—			—			—			5			—			5
Dividends paid	(180		)	(47		)	—			(186		)	233			(180		)
Acquisition of noncontrolling interests	—			(4		)	—			(5		)	—			(9		)
Dividends paid to noncontrolling interests	—			—			—			(13		)	—			(13		)
Proceeds from intercompany financing activities	—			1,088			—			154			(1,242		)	—
Repayments of intercompany financing activities	—			(32		)	(201		)	(96		)	329			—
Net cash provided by (used in) financing activities	667			504			(564		)	(141		)	(680		)	(214		)
INCREASE IN CASH AND CASH EQUIVALENTS	—			87			—			37			—			124
Effect of exchange rate changes on cash and cash equivalents	—			—			—			(4		)	—			(4		)
CASH AND CASH EQUIVALENTS, BEGINNING OF YEAR	—			76			—			240			—			316
CASH AND CASH EQUIVALENTS, END OF YEAR	$	—		$	163		$	—		$	273		$	—		$	436

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

12 Months Ended

Dec. 31, 2013

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



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

On March 17, 2011, the Company issued senior notes totaling $800 million in a registered public offering. These debt securities were issued by Willis Group Holdings (‘Holdings Debt Securities’) and are guaranteed by certain of the Company’s subsidiaries. Therefore, the Company is providing the condensed consolidating financial information below. The following 100 percent directly or indirectly owned subsidiaries fully and unconditionally guarantee the Holdings Debt Securities on a joint and several basis: Willis Netherlands Holdings B.V., Willis Investment UK Holdings Limited, TA I Limited, Trinity Acquisition plc, Willis Group Limited and Willis North America (the ‘Guarantors’).

The guarantor structure described above differs from the guarantor structure associated with the senior notes issued by Willis North America (the ‘Willis North America Debt Securities’) (and for which condensed consolidating financial information is presented in Note 30) in that Willis Group Holdings is the Parent Issuer and Willis North America is a subsidiary guarantor.

Presented below is condensed consolidating financial information for:


(i)	Willis Group Holdings, which is the Parent Issuer;


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


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


(iv)	Consolidating adjustments; and


(v)	the Consolidated Company.

The equity method has been used for investments in subsidiaries in the condensed consolidating balance sheets for the year ended December 31, 2013 of Willis Group Holdings and the Guarantors.

Restatement to 2011 and 2012 financial information

The impacts of these changes on the previously reported 2012 and 2011 financial statements are shown in the tables below.



	As previously reported			Reclassifications			As Reclassified
	(millions)
Condensed consolidating statement of operations for the year ended 31 December 2012
Willis Group Holdings - the Parent Issuer
Operating loss	$	(6	)	$	—		$	(6	)
Net loss attributable to Willis Group Holdings	(446		)	—			(446		)
The Guarantors
Operating loss	$	(261	)	$	(11	)	$	(272	)
Net loss attributable to Willis Group Holdings	(389		)	(8		)	(397		)
Other
Operating income (loss)	$	122		$	(53	)	$	69
Net loss attributable to Willis Group Holdings	(118		)	(306		)	(424		)
Consolidating adjustments
Operating (loss) income	$	(64	)	$	64		$	—
Net income attributable to Willis Group Holdings	507			314			821

	As previously reported			Reclassifications			As Reclassified
	(millions)
Condensed consolidating statement of operations for the year ended 31 December 2011
Willis Group Holdings - the Parent Issuer
Operating loss	$	(20	)	$	—		$	(20	)
Net income attributable to Willis Group Holdings	204			—			204
The Guarantors
Operating loss	$	(136	)	$	(11	)	$	(147	)
Net income attributable to Willis Group Holdings	174			72			246
Other
Operating income (loss)	$	754		$	(21	)	$	733
Net income attributable to Willis Group Holdings	137			164			301
Consolidating adjustments
Operating (loss) income	$	(32	)	$	32		$	—
Net loss attributable to Willis Group Holdings	(311		)	(236		)	(547		)



	As previously reported			Reclassifications			As Reclassified
	(millions)
Condensed consolidating statement of comprehensive income for the year ended 31 December 2012
Willis Group Holdings - the Parent Issuer
Comprehensive loss attributable to Willis Group Holdings	$	(552	)	$	—		$	(552	)
The Guarantors
Comprehensive loss attributable to Willis Group Holdings	$	(486	)	$	(8	)	$	(494	)
Other
Comprehensive loss attributable to Willis Group Holdings	$	(226	)	$	(306	)	$	(532	)
Consolidating adjustments
Comprehensive income attributable to Willis Group Holdings	$	712		$	314		$	1,026

	As previously reported			Reclassifications			As Reclassified
	(millions)
Condensed consolidating statement of comprehensive income for the year ended 31 December 2011
Willis Group Holdings - the Parent Issuer
Comprehensive income attributable to Willis Group Holdings	$	1		$	—		$	1
The Guarantors
Comprehensive (loss) income attributable to Willis Group Holdings	$	(24	)	$	72		$	48
Other
Comprehensive (loss) income attributable to Willis Group Holdings	$	(65	)	$	164		$	99
Consolidating adjustments
Comprehensive income (loss) attributable to Willis Group Holdings	$	89		$	(236	)	$	(147	)



	As previously reported			Reclassifications			As Reclassified
	(millions)
Condensed consolidating balance sheet at 31 December 2012
Willis Group Holdings - the Parent Issuer
Total assets	$	2,557		$	1,541		$	4,098
Total liabilities	858			1,541			2,399
Total equity	1,699			—			1,699
The Guarantors
Total assets	$	92		$	4,832		$	4,924
Total liabilities	1,667			4,918			6,585
Total equity	(1,575		)	(86		)	(1,661		)
Other
Total assets	$	17,125		$	(1,483	)	$	15,642
Total liabilities	11,851			720			12,571
Total equity	5,274			(2,203		)	3,071
Consolidating adjustments
Total assets	$	(4,662	)	$	(4,890	)	$	(9,552	)
Total liabilities	(989		)	(7,179		)	(8,168		)
Total equity	(3,673		)	2,289			(1,384		)



	As previously reported			Reclassifications			As Reclassified
	(millions)
Condensed consolidating statement of cash flows for the year ended 31 December 2012
Willis Group Holdings - the Parent Issuer
Net cash (used in) provided by operating activities	$	(42	)	$	19		$	(23	)
Net cash provided by investing activities	—			256			256
Net cash provided by (used in) financing activities	43			(275		)	(232		)
The Guarantors
Net cash provided by operating activities	$	849		$	611		$	1,460
Net cash used in investing activities	(26		)	(178		)	(204		)
Net cash used in financing activities	(986		)	(433		)	(1,419		)
Other
Net cash provided by (used in) operating activities	$	431		$	(528	)	$	(97	)
Net cash (used in) provided by investing activities	(146		)	1,149			1,003
Net cash used in financing activities	(61		)	(621		)	(682		)
Consolidating adjustments
Net cash used in operating activities	$	(713	)	$	(102	)	$	(815	)
Net cash used in investing activities	—			(1,227		)	(1,227		)
Net cash provided by financing activities	713			1,329			2,042

	As previously reported			Reclassifications			As Reclassified
	(millions)
Condensed consolidating statement of cash flows for the year ended 31 December 2011
Willis Group Holdings - the Parent Issuer
Net cash (used in) provided by operating activities	$	(41	)	$	85		$	44
Net cash used in investing activities	—			(711		)	(711		)
Net cash provided by financing activities	41			626			667
The Guarantors
Net cash provided by operating activities	$	272		$	178		$	450
Net cash used in investing activities	(25		)	(42		)	(67		)
Net cash used in financing activities	(160		)	(136		)	(296		)
Other
Net cash provided by (used in) operating activities	$	1,269		$	(1,138	)	$	131
Net cash (used in) provided by investing activities	(76		)	123			47
Net cash (used in) provided by financing activities	(1,156		)	1,015			(141		)
Consolidating adjustments
Net cash (used in) provided by operating activities	$	(1,061	)	$	875		$	(186	)
Net cash provided by investing activities	—			630			630
Net cash provided by (used in) financing activities	1,061			(1,505		)	(444		)

Condensed Consolidating Statement of Operations



	Year Ended December 31, 2013
	Willis Group Holdings — the Parent Issuer			The Guarantors			Other			Consolidating adjustments			Consolidated
	(millions)
REVENUES
Commissions and fees	$	—		$	8		$	3,625		$	—		$	3,633
Investment income	—			—			15			—			15
Other income	—			—			7			—			7
Total revenues	—			8			3,647			—			3,655
EXPENSES
Salaries and benefits	(1		)	(103		)	(2,103		)	—			(2,207		)
Other operating expenses	—			(236		)	(380		)	—			(616		)
Depreciation expense	—			(23		)	(71		)	—			(94		)
Amortization of intangible assets	—			—			(55		)	—			(55		)
Net gain on disposal of operations	—			—			12			(10		)	2
Total expenses	(1		)	(362		)	(2,597		)	(10		)	(2,970		)
OPERATING (LOSS) INCOME	(1		)	(354		)	1,050			(10		)	685
Income from Group undertakings	—			466			86			(552		)	—
Expenses due to Group undertakings	(10		)	(86		)	(456		)	552			—
Loss on extinguishment of debt	—			(60		)	—			—			(60		)
Interest expense	(42		)	(79		)	(5		)	—			(126		)
(LOSS) INCOME FROM CONTINUING OPERATIONS BEFORE INCOME TAXES AND INTEREST IN EARNINGS OF ASSOCIATES	(53		)	(113		)	675			(10		)	499
Income taxes	—			23			(145		)	—			(122		)
(LOSS) INCOME FROM CONTINUING OPERATIONS BEFORE INTEREST IN EARNINGS OF ASSOCIATES	(53		)	(90		)	530			(10		)	377
Interest in earnings of associates, net of tax	—			9			(9		)	—			—
Equity account for subsidiaries	418			498			—			(916		)	—
INCOME FROM CONTINUING OPERATIONS	365			417			521			(926		)	377
Discontinued operations, net of tax	—			—			—			—			—
NET INCOME	365			417			521			(926		)	377
Less: Net income attributable to noncontrolling interests	—			—			(12		)	—			(12		)
NET INCOME ATTRIBUTABLE TO WILLIS GROUP HOLDINGS	$	365		$	417		$	509		$	(926	)	$	365

Condensed Consolidating Statement of Comprehensive Income



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

Condensed Consolidating Statement of Operations



	Year Ended December 31, 2012
	Willis Group Holdings — the Parent Issuer			The Guarantors			Other			Consolidating adjustments			Consolidated
	(millions)
REVENUES
Commissions and fees	$	—		$	—		$	3,458		$	—		$	3,458
Investment income	—			1			17			—			18
Other income	—			—			4			—			4
Total revenues	—			1			3,479			—			3,480
EXPENSES
Salaries and benefits	(2		)	(96		)	(2,377		)	—			(2,475		)
Other operating expenses	(4		)	(161		)	(416		)	—			(581		)
Depreciation expense	—			(16		)	(63		)	—			(79		)
Amortization of intangible assets	—			—			(59		)	—			(59		)
Goodwill impairment charge	—			—			(492		)	—			(492		)
Net loss on disposal of operations	—			—			(3		)	—			(3		)
Total expenses	(6		)	(273		)	(3,410		)	—			(3,689		)
OPERATING (LOSS) INCOME	(6		)	(272		)	69			—			(209		)
Income from Group undertakings	—			409			111			(520		)	—
Expenses due to Group undertakings	—			(106		)	(414		)	520			—
Interest expense	(43		)	(77		)	(8		)	—			(128		)
LOSS FROM CONTINUING OPERATIONS BEFORE INCOME TAXES AND INTEREST IN EARNINGS OF ASSOCIATES	(49		)	(46		)	(242		)	—			(337		)
Income taxes	—			65			(166		)	—			(101		)
(LOSS) INCOME FROM CONTINUING OPERATIONS BEFORE INTEREST IN EARNINGS OF ASSOCIATES	(49		)	19			(408		)	—			(438		)
Interest in earnings of associates, net of tax	—			8			(3		)	—			5
Equity account for subsidiaries	(397		)	(424		)	—			821			—
LOSS FROM CONTINUING OPERATIONS	(446		)	(397		)	(411		)	821			(433		)
Discontinued operations, net of tax	—			—			—			—			—
NET LOSS	(446		)	(397		)	(411		)	821			(433		)
Less: Net income attributable to noncontrolling interests	—			—			(13		)	—			(13		)
NET LOSS ATTRIBUTABLE TO WILLIS GROUP HOLDINGS	$	(446	)	$	(397	)	$	(424	)	$	821		$	(446	)

Condensed Consolidating Statement of Comprehensive Income



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

Condensed Consolidating Statement of Operations



	Year Ended December 31, 2011
	Willis Group Holdings — the Parent Issuer			The Guarantors			Other			Consolidating adjustments			Consolidated
	(millions)
REVENUES
Commissions and fees	$	—		$	—		$	3,414		$	—		$	3,414
Investment income	—			2			29			—			31
Other income	—			—			2			—			2
Total revenues	—			2			3,445			—			3,447
EXPENSES
Salaries and benefits	(3		)	(69		)	(2,015		)	—			(2,087		)
Other operating expenses	(17		)	(66		)	(573		)	—			(656		)
Depreciation expense	—			(14		)	(60		)	—			(74		)
Amortization of intangible assets	—			—			(68		)	—			(68		)
Net gain on disposal of operations	—			—			4			—			4
Total expenses	(20		)	(149		)	(2,712		)	—			(2,881		)
OPERATING (LOSS) INCOME	(20		)	(147		)	733			—			566
Income from Group undertakings	—			412			119			(531		)	—
Expenses due to Group undertakings	—			(116		)	(415		)	531			—
Make-whole on repurchase and redemption of senior notes and write-off of unamortized debt issuance costs	—			(171		)	—			—			(171		)
Interest expense	(34		)	(114		)	(8		)	—			(156		)
(LOSS) INCOME FROM CONTINUING OPERATIONS BEFORE INCOME TAXES AND INTEREST IN EARNINGS OF ASSOCIATES	(54		)	(136		)	429			—			239
Income taxes	—			86			(117		)	(1		)	(32		)
(LOSS) INCOME FROM CONTINUING OPERATIONS BEFORE INTEREST IN EARNINGS OF ASSOCIATES	(54		)	(50		)	312			(1		)	207
Interest in earnings of associates, net of tax	—			8			4			—			12
Equity account for subsidiaries	258			288			—			(546		)	—
INCOME FROM CONTINUING OPERATIONS	204			246			316			(547		)	219
Discontinued operations, net of tax	—			—			1			—			1
NET INCOME	204			246			317			(547		)	220
Less: Net income attributable to noncontrolling interests	—			—			(16		)	—			(16		)
NET INCOME ATTRIBUTABLE TO WILLIS GROUP HOLDINGS	$	204		$	246		$	301		$	(547	)	$	204

Condensed Consolidating Statement of Comprehensive Income



	Year Ended December 31, 2011
	Willis Group Holdings—the Parent Issuer		The Guarantors		Other			Consolidating adjustments			Consolidated
	(millions)
Comprehensive income	$	1	$	48	$	114		$	(147	)	$	16
Less: Comprehensive income attributable to noncontrolling interests	—		—		(15		)	—			(15		)
Comprehensive income attributable to Willis Group Holdings	$	1	$	48	$	99		$	(147	)	$	1

Condensed Consolidating Balance Sheet



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

Condensed Consolidating Balance Sheet



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

Condensed Consolidating Balance Sheet



	As at 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	—		—		933		—			933
Fiduciary assets	—		—		9,271		—			9,271
Deferred tax assets	—		—		13		—			13
Other current assets	1		69		114		(3		)	181
Amounts due from group undertakings	4,091		1,027		864		(5,982		)	—
Total current assets	4,093		1,096		11,694		(5,985		)	10,898
NON-CURRENT ASSETS
Investments in subsidiaries	—		2,926		—		(2,926		)	—
Fixed assets, net	—		74		394		—			468
Goodwill	—		—		2,827		—			2,827
Other intangible assets, net	—		—		385		—			385
Investments in associates	—		143		31		—			174
Deferred tax assets	—		—		18		—			18
Pension benefits asset	—		—		136		—			136
Other non-current assets	5		44		157		—			206
Non-current amounts due from group undertakings	—		641		—		(641		)	—
Total non-current assets	5		3,828		3,948		(3,567		)	4,214
TOTAL ASSETS	$	4,098	$	4,924	$	15,642	$	(9,552	)	$	15,112
LIABILITIES AND STOCKHOLDERS’ EQUITY
CURRENT LIABILITIES
Fiduciary liabilities	$	—	$	—	$	9,271	$	—		$	9,271
Deferred revenue and accrued expenses	2		—		539		—			541
Income taxes payable	—		4		18		(3		)	19
Short-term debt and current portion of long-term debt	—		15		—		—			15
Deferred tax liabilities	—		—		21		—			21
Other current liabilities	60		73		194		—			327
Amounts due to group undertakings	—		4,939		1,043		(5,982		)	—
Total current liabilities	62		5,031		11,086		(5,985		)	10,194
NON-CURRENT LIABILITIES
Investments in subsidiaries	1,542		—		—		(1,542		)	—
Long-term debt	795		1,542		1		—			2,338
Liabilities for pension benefits	—		—		282		—			282
Deferred tax liabilities	—		—		18		—			18
Provisions for liabilities	—		—		180		—			180
Other non-current liabilities	—		12		363		—			375
Non-current amounts due to group undertakings	—		—		641		(641		)	—
Total non-current liabilities	2,337		1,554		1,485		(2,183		)	3,193
TOTAL LIABILITIES	$	2,399	$	6,585	$	12,571	$	(8,168	)	$	13,387

Condensed Consolidating Balance Sheet



	As at December 31, 2012
	Willis Group Holdings — the Parent Issuer		The Guarantors			Other		Consolidating adjustments			Consolidated
	(millions)
EQUITY
Total Willis Group Holdings stockholders’ equity	1,699		(1,661		)	3,045		(1,384		)	1,699
Noncontrolling interests	—		—			26		—			26
Total equity	1,699		(1,661		)	3,071		(1,384		)	1,725
TOTAL LIABILITIES AND EQUITY	$	4,098	$	4,924		$	15,642	$	(9,552	)	$	15,112

Condensed Consolidating Statement of Cash Flows



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

Condensed Consolidating Statement of Cash Flows



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

Condensed Consolidating Statement of Cash Flows



	Year Ended December 31, 2011
	Willis Group Holdings — the Parent Issuer			The Guarantors			Other			Consolidating adjustments			Consolidated
	(millions)
NET CASH PROVIDED BY OPERATING ACTIVITIES	$	44		$	450		$	131		$	(186	)	$	439
CASH FLOWS FROM INVESTING ACTIVITIES
Proceeds on disposal of fixed and intangible assets	—			—			13			—			13
Additions to fixed assets	—			(25		)	(86		)	—			(111		)
Acquisitions of subsidiaries, net of cash acquired	—			—			(10		)	—			(10		)
Acquisitions of investments in associates	—			—			(2		)	—			(2		)
Payments to acquire other investments	—			—			(5		)	—			(5		)
Proceeds from sale of operations, net of cash disposed	—			—			14			—			14
Proceeds from intercompany investing activities	—			96			224			(320		)	—
Repayments of intercompany investing activities	(711		)	(138		)	(101		)	950			—
Net cash used in investing activities	(711		)	(67		)	47			630			(101		)
CASH FLOWS FROM FINANCING ACTIVITIES
Repayments of revolving credit facility	—			(90		)	—			—			(90		)
Senior notes issued	794			—			—			—			794
Debt issuance costs	(7		)	(5		)	—			—			(12		)
Repayments of debt	—			(911		)	—			—			(911		)
Proceeds from the issue of term loan	—			300			—			—			300
Make-whole on repurchase and redemption of senior notes	—			(158		)	—			—			(158		)
Proceeds from issue of shares	60			—			—			—			60
Excess tax benefits from share-based payment arrangements	—			—			5			—			5
Dividends paid	(180		)	—			(186		)	186			(180		)
Acquisition of noncontrolling interests	—			(4		)	(5		)	—			(9		)
Dividends paid to noncontrolling interests	—			—			(13		)	—			(13		)
Proceeds from intercompany financing activities	—			796			154			(950		)	—
Repayments of intercompany financing activities	—			(224		)	(96		)	320			—
Net cash provided by (used in) financing activities	667			(296		)	(141		)	(444		)	(214		)
INCREASE IN CASH AND CASH EQUIVALENTS	—			87			37			—			124
Effect of exchange rate changes on cash and cash equivalents	—			—			(4		)	—			(4		)
CASH AND CASH EQUIVALENTS, BEGINNING OF YEAR	—			76			240			—			316
CASH AND CASH EQUIVALENTS, END OF YEAR	$	—		$	163		$	273		$	—		$	436

Financial Information for Issuer, Parent Guarantor, Other Guarantor Subsidiaries and Non-Guarantor Subsidiaries (Notes)

12 Months Ended

Dec. 31, 2013

Condensed Financial Information of Parent Company Only Disclosure [Abstract]

Condensed Financial Information of Parent Company Only Disclosure [Text Block]



30.	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.

Restatement to 2011 and 2012 financial information

The impacts of these changes on the previously reported 2012 and 2011 financial statements are shown in the tables below.



	As previously reported			Reclassifications			As Reclassified
	(millions)
Condensed consolidating statement of operations for the year ended 31 December 2012
Willis Group Holdings
Operating loss	$	(6	)	$	—		$	(6	)
Net loss attributable to Willis Group Holdings	(446		)	—			(446		)
The Other Guarantors
Operating loss	$	(72	)	$	(11	)	$	(83	)
Net loss attributable to Willis Group Holdings	(389		)	(8		)	(397		)
The Issuer
Operating loss	$	(189	)	$	—		$	(189	)
Net loss attributable to Willis Group Holdings	(228		)	—			(228		)
Other
Operating income (loss)	$	122		$	(53	)	$	69
Net loss attributable to Willis Group Holdings	(118		)	(306		)	(424		)
Consolidating adjustments
Operating (loss) income	$	(64	)	$	64		$	—
Net income attributable to Willis Group Holdings	735			314			1,049

	As previously reported			Reclassifications			As Reclassified
	(millions)
Condensed consolidating statement of operations for the year ended 31 December 2011
Willis Group Holdings
Operating loss	$	(20	)	$	—		$	(20	)
Net income attributable to Willis Group Holdings	204			—			204
The Other Guarantors
Operating income (loss)	$	43		$	(11	)	$	32
Net income attributable to Willis Group Holdings	174			72			246
The Issuer
Operating loss	$	(179	)	$	—		$	(179	)
Net loss attributable to Willis Group Holdings	(36		)	(31		)	(67		)
Other
Operating income (loss)	$	754		$	(21	)	$	733
Net income attributable to Willis Group Holdings	137			164			301
Consolidating adjustments
Operating (loss) income	$	(32	)	$	32		$	—
Net loss attributable to Willis Group Holdings	(275		)	(205		)	(480		)



	As previously reported			Reclassifications			As Reclassified
	(millions)
Condensed consolidating statement of comprehensive income for the year ended 31 December 2012
Willis Group Holdings
Comprehensive loss attributable to Willis Group Holdings	$	(552	)	$	—		$	(552	)
The Other Guarantors
Comprehensive loss attributable to Willis Group Holdings	$	(486	)	$	(8	)	$	(494	)
The Issuer
Comprehensive loss attributable to Willis Group Holdings	$	(263	)	$	—		$	(263	)
Other
Comprehensive loss attributable to Willis Group Holdings	$	(226	)	$	(306	)	$	(532	)
Consolidating adjustments
Comprehensive income attributable to Willis Group Holdings	$	975		$	314		$	1,289

	As previously reported			Reclassifications			As Reclassified
	(millions)
Condensed consolidating statement of comprehensive income for the year ended 31 December 2011
Willis Group Holdings
Comprehensive income attributable to Willis Group Holdings	$	1		$	—		$	1
The Other Guarantors
Comprehensive (loss) income attributable to Willis Group Holdings	$	(24	)	$	72		$	48
The Issuer
Comprehensive loss attributable to Willis Group Holdings	$	(117	)	$	(31	)	$	(148	)
Other
Comprehensive (loss) income attributable to Willis Group Holdings	$	(65	)	$	164		$	99
Consolidating adjustments
Comprehensive income (loss) attributable to Willis Group Holdings	$	206		$	(205	)	$	1



	As previously reported			Reclassifications			As Reclassified
	(millions)
Condensed consolidating balance sheet at 31 December 2012
Willis Group Holdings
Total assets	$	2,557		$	1,541		$	4,098
Total liabilities	858			1,541			2,399
Total equity	1,699			—			1,699
The Other Guarantors
Total assets	$	(1,256	)	$	4,844		$	3,588
Total liabilities	319			4,930			5,249
Total equity	(1,575		)	(86		)	(1,661		)
The Issuer
Total assets	$	1,382		$	1,246		$	2,628
Total liabilities	1,348			1,246			2,594
Total equity	34			—			34
Other
Total assets	$	17,125		$	(1,483	)	$	15,642
Total liabilities	11,851			720			12,571
Total equity	5,274			(2,203		)	3,071
Consolidating adjustments
Total assets	$	(4,696	)	$	(6,148	)	$	(10,844	)
Total liabilities	(989		)	(8,437		)	(9,426		)
Total equity	(3,707		)	2,289			(1,418		)



	As previously reported			Reclassifications			As Reclassified
	(millions)
Condensed consolidating statement of cash flows for the year ended 31 December 2012
Willis Group Holdings
Net cash (used in) provided by operating activities	$	(42	)	$	19		$	(23	)
Net cash provided by investing activities	—			256			256
Net cash provided by (used in) financing activities	43			(275		)	(232		)
The Other Guarantors
Net cash provided by operating activities	$	780		$	724		$	1,504
Net cash used in investing activities	(7		)	(102		)	(109		)
Net cash used in financing activities	(773		)	(622		)	(1,395		)
The Issuer
Net cash provided by (used in) operating activities	$	69		$	(113	)	$	(44	)
Net cash (used in) provided by investing activities	(19		)	34			15
Net cash (used in) provided by financing activities	(213		)	79			(134		)
Other
Net cash provided by (used in) operating activities	$	431		$	(528	)	$	(97	)
Net cash (used in) provided by investing activities	(146		)	1,149			1,003
Net cash used in financing activities	(61		)	(621		)	(682		)
Consolidating adjustments
Net cash used in operating activities	$	(713	)	$	(102	)	$	(815	)
Net cash used in investing activities	—			(1,337		)	(1,337		)
Net cash provided by financing activities	713			1,439			2,152

	As previously reported			Reclassifications			As Reclassified
	(millions)
Condensed consolidating statement of cash flows for the year ended 31 December 2011
Willis Group Holdings
Net cash (used in) provided by operating activities	$	(41	)	$	85		$	44
Net cash used in investing activities	—			(711		)	(711		)
Net cash provided by financing activities	41			626			667
The Other Guarantors
Net cash provided by operating activities	$	184		$	132		$	316
Net cash used in investing activities	(4		)	(430		)	(434		)
Net cash (used in) provided by financing activities	(180		)	298			118
The Issuer
Net cash provided by operating activities	$	88		$	46		$	134
Net cash (used in) provided by investing activities	(21		)	128			107
Net cash provided by (used in) financing activities	20			(174		)	(154		)
Other
Net cash provided by (used in) operating activities	$	1,269		$	(1,138	)	$	131
Net cash (used in) provided by investing activities	(76		)	123			47
Net cash (used in) provided by financing activities	(1,156		)	1,015			(141		)
Consolidating adjustments
Net cash (used in) provided by operating activities	$	(1,061	)	$	875		$	(186	)
Net cash provided by investing activities	—			890			890
Net cash provided by (used in) financing activities	1,061			(1,765		)	(704		)

Condensed Consolidating Statement of Operations



	Year Ended December 31, 2013
	Willis Group Holdings			The Other Guarantors			The Issuer			Other			Consolidating adjustments			Consolidated
							(millions)
REVENUES
Commissions and fees	$	—		$	—		$	8		$	3,625		$	—		$	3,633
Investment income	—			—			—			15			—			15
Other income	—			—			—			7			—			7
Total revenues	—			—			8			3,647			—			3,655
EXPENSES
Salaries and benefits	(1		)	—			(103		)	(2,103		)	—			(2,207		)
Other operating expenses	—			(73		)	(163		)	(380		)	—			(616		)
Depreciation expense	—			(3		)	(20		)	(71		)	—			(94		)
Amortization of intangible assets	—			—			—			(55		)	—			(55		)
Net gain on disposal of operations	—			—			—			12			(10		)	2
Total expenses	(1		)	(76		)	(286		)	(2,597		)	(10		)	(2,970		)
OPERATING (LOSS) INCOME	(1		)	(76		)	(278		)	1,050			(10		)	685
Income from Group undertakings	—			191			364			86			(641		)	—
Expenses due to Group undertakings	(10		)	(34		)	(141		)	(456		)	641			—
Loss on extinguishment of debt	—			—			(60		)	—			—			(60		)
Interest expense	(42		)	(16		)	(63		)	(5		)	—			(126		)
(LOSS) INCOME FROM CONTINUING OPERATIONS BEFORE INCOME TAXES AND INTEREST IN EARNINGS OF ASSOCIATES	(53		)	65			(178		)	675			(10		)	499
Income taxes	—			23			—			(145		)	—			(122		)
(LOSS) INCOME FROM CONTINUING OPERATIONS BEFORE INTEREST IN EARNINGS OF ASSOCIATES	(53		)	88			(178		)	530			(10		)	377
Interest in earnings of associates, net of tax	—			9			—			(9		)	—			—
Equity account for subsidiaries	418			320			150			—			(888		)	—
INCOME (LOSS) FROM CONTINUING OPERATIONS	365			417			(28		)	521			(898		)	377
Discontinued operations, net of tax	—			—			—			—			—			—
NET INCOME (LOSS)	365			417			(28		)	521			(898		)	377
Less: Net loss attributable to noncontrolling interests	—			—			—			(12		)	—			(12		)
NET INCOME (LOSS) ATTRIBUTABLE TO WILLIS GROUP HOLDINGS	$	365		$	417		$	(28	)	$	509		$	(898	)	$	365

Condensed Consolidating Statement of Comprehensive Income



	Year Ended December 31, 2013
	Willis Group Holdings		The Other Guarantors		The Issuer		Other			Consolidating adjustments			Consolidated
					(millions)
Comprehensive income	$	522	$	565	$	74	$	636		$	(1,263	)	$	534
Less: Comprehensive income attributable to noncontrolling interests	—		—		—		(12		)	—			(12		)
Comprehensive income attributable to Willis Group Holdings	$	522	$	565	$	74	$	624		$	(1,263	)	$	522

Condensed Consolidating Statement of Operations



	Year Ended December 31, 2012
	Willis Group Holdings			The Other Guarantors			The Issuer			Other			Consolidating adjustments			Consolidated
							(millions)
REVENUES
Commissions and fees	$	—		$	—		$	—		$	3,458		$	—		$	3,458
Investment income	—			—			1			17			—			18
Other income	—			—			—			4			—			4
Total revenues	—			—			1			3,479			—			3,480
EXPENSES
Salaries and benefits	(2		)	—			(96		)	(2,377		)	—			(2,475		)
Other operating expenses	(4		)	(82		)	(79		)	(416		)	—			(581		)
Depreciation expense	—			(1		)	(15		)	(63		)	—			(79		)
Amortization of intangible assets	—			—			—			(59		)	—			(59		)
Goodwill impairment charge	—			—			—			(492		)	—			(492		)
Net loss on disposal of operations	—			—			—			(3		)	—			(3		)
Total expenses	(6		)	(83		)	(190		)	(3,410		)	—			(3,689		)
OPERATING (LOSS) INCOME	(6		)	(83		)	(189		)	69			—			(209		)
Income from Group undertakings	—			201			316			111			(628		)	—
Expenses due to Group undertakings	—			(67		)	(147		)	(414		)	628			—
Interest expense	(43		)	(7		)	(70		)	(8		)	—			(128		)
(LOSS) INCOME FROM CONTINUING OPERATIONS BEFORE INCOME TAXES AND INTEREST IN EARNINGS OF ASSOCIATES	(49		)	44			(90		)	(242		)	—			(337		)
Income taxes	—			31			34			(166		)	—			(101		)
(LOSS) INCOME FROM CONTINUING OPERATIONS BEFORE INTEREST IN EARNINGS OF ASSOCIATES	(49		)	75			(56		)	(408		)	—			(438		)
Interest in earnings of associates, net of tax	—			8			—			(3		)	—			5
Equity account for subsidiaries	(397		)	(480		)	(172		)	—			1,049			—
(LOSS) INCOME FROM CONTINUING OPERATIONS	(446		)	(397		)	(228		)	(411		)	1,049			(433		)
Discontinued operations, net of tax	—			—			—			—			—			—
NET (LOSS) INCOME	(446		)	(397		)	(228		)	(411		)	1,049			(433		)
Less: Net income attributable to noncontrolling interests	—			—			—			(13		)	—			(13		)
NET (LOSS) INCOME ATTRIBUTABLE TO WILLIS GROUP HOLDINGS	$	(446	)	$	(397	)	$	(228	)	$	(424	)	$	1,049		$	(446	)

Condensed Consolidating Statement of Comprehensive Income



	Year Ended December 31, 2012
	Willis Group Holdings			The Other Guarantors			The Issuer			Other			Consolidating adjustments		Consolidated
							(millions)
Comprehensive loss	$	(552	)	$	(494	)	$	(263	)	$	(519	)	$	1,289	$	(539	)
Less: Comprehensive income attributable to noncontrolling interests	—			—			—			(13		)	—		(13		)
Comprehensive loss attributable to Willis Group Holdings	$	(552	)	$	(494	)	$	(263	)	$	(532	)	$	1,289	$	(552	)

Condensed Consolidating Statement of Operations



	Year Ended December 31, 2011
	Willis Group Holdings			The Other Guarantors			The Issuer			Other			Consolidating adjustments			Consolidated
							(millions)
REVENUES
Commissions and fees	$	—		$	—		$	—		$	3,414		$	—		$	3,414
Investment income	—			—			2			29			—			31
Other income	—			—			—			2			—			2
Total revenues	—			—			2			3,445			—			3,447
EXPENSES
Salaries and benefits	(3		)	—			(69		)	(2,015		)	—			(2,087		)
Other operating expenses	(17		)	32			(98		)	(573		)	—			(656		)
Depreciation expense	—			—			(14		)	(60		)	—			(74		)
Amortization of intangible assets	—			—			—			(68		)	—			(68		)
Net gain on disposal of operations	—			—			—			4			—			4
Total expenses	(20		)	32			(181		)	(2,712		)	—			(2,881		)
OPERATING (LOSS) INCOME	(20		)	32			(179		)	733			—			566
Income from Group undertakings	—			186			324			119			(629		)	—
Expenses due to Group undertakings	—			(80		)	(134		)	(415		)	629			—
Make-whole on repurchase and redemption of senior notes and write-off of unamortized debt issuance costs	—			(171		)	—			—			—			(171		)
Interest expense	(34		)	(17		)	(97		)	(8		)	—			(156		)
(LOSS) INCOME FROM CONTINUING OPERATIONS BEFORE INCOME TAXES AND INTEREST IN EARNINGS OF ASSOCIATES	(54		)	(50		)	(86		)	429			—			239
Income taxes	—			59			27			(117		)	(1		)	(32		)
(LOSS) INCOME FROM CONTINUING OPERATIONS BEFORE INTEREST IN EARNINGS OF ASSOCIATES	(54		)	9			(59		)	312			(1		)	207
Interest in earnings of associates, net of tax	—			8			—			4			—			12
Equity account for subsidiaries	258			229			(8		)	—			(479		)	—
INCOME (LOSS) FROM CONTINUING OPERATIONS	204			246			(67		)	316			(480		)	219
Discontinued operations, net of tax	—			—			—			1			—			1
NET INCOME (LOSS)	204			246			(67		)	317			(480		)	220
Less: Net income attributable to noncontrolling interests	—			—			—			(16		)	—			(16		)
NET INCOME (LOSS) ATTRIBUTABLE TO WILLIS GROUP HOLDINGS	$	204		$	246		$	(67	)	$	301		$	(480	)	$	204

Condensed Consolidating Statement of Comprehensive Income



	Year Ended December 31, 2011
	Willis Group Holdings		The Other Guarantors		The Issuer			Other			Consolidating adjustments		Consolidated
					(millions)
Comprehensive income (loss)	$	1	$	48	$	(148	)	$	114		$	1	$	16
Less: Comprehensive income attributable to noncontrolling interests	—		—		—			(15		)	—		(15		)
Comprehensive income (loss) attributable to Willis Group Holdings	$	1	$	48	$	(148	)	$	99		$	1	$	1

Condensed Consolidating Balance Sheet



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

Condensed Consolidating Balance Sheet



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

Condensed Consolidating Balance Sheet



	As at 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	—		—		—		933		—			933
Fiduciary assets	—		—		—		9,271		—			9,271
Deferred tax assets	—		—		—		13		—			13
Other current assets	1		31		38		114		(3		)	181
Amounts due by group undertakings	4,091		993		1,292		864		(7,240		)	—
Total current assets	4,093		1,024		1,330		11,694		(7,243		)	10,898
NON-CURRENT ASSETS
Investments in subsidiaries	—		2,407		553		—		(2,960		)	—
Fixed assets, net	—		11		63		394		—			468
Goodwill	—		—		—		2,827		—			2,827
Other intangible assets, net	—		—		—		385		—			385
Investments in associates	—		143		—		31		—			174
Deferred tax assets	—		—		—		18		—			18
Pension benefits asset	—		—		—		136		—			136
Other non-current assets	5		3		41		157		—			206
Non-current amounts due by group undertakings	—		—		641		—		(641		)	—
Total non-current assets	5		2,564		1,298		3,948		(3,601		)	4,214
TOTAL ASSETS	$	4,098	$	3,588	$	2,628	$	15,642	$	(10,844	)	$	15,112
LIABILITIES AND STOCKHOLDERS’ EQUITY
CURRENT LIABILITIES
Fiduciary liabilities	$	—	$	—	$	—	$	9,271	$	—		$	9,271
Deferred revenue and accrued expenses	2		—		—		539		—			541
Income taxes payable	—		4		—		18		(3		)	19
Short-term debt and current portion of long-term debt	—		15		—		—		—			15
Deferred tax liabilities	—		—		—		21		—			21
Other current liabilities	60		—		73		194		—			327
Amounts due to group undertakings	—		4,951		1,246		1,043		(7,240		)	—
Total current liabilities	62		4,970		1,319		11,086		(7,243		)	10,194
NON-CURRENT LIABILITIES
Investments in subsidiaries	1,542		—		—		—		(1,542		)	—
Long-term debt	795		274		1,268		1		—			2,338
Liabilities for pension benefits	—		—		—		282		—			282
Deferred tax liabilities	—		—		—		18		—			18
Provisions for liabilities	—		—		—		180		—			180
Other non-current liabilities	—		5		7		363		—			375
Non-current amounts due to group undertakings	—		—		—		641		(641		)	—
Total non-current liabilities	2,337		279		1,275		1,485		(2,183		)	3,193
TOTAL LIABILITIES	$	2,399	$	5,249	$	2,594	$	12,571	$	(9,426	)	$	13,387

Condensed Consolidating Balance Sheet



	As at December 31, 2012
	Willis Group Holdings		The Other Guarantors			The Issuer		Other		Consolidating adjustments			Consolidated
						(millions)
EQUITY
Total Willis Group Holdings stockholders’ equity	1,699		(1,661		)	34		3,045		(1,418		)	1,699
Noncontrolling interests	—		—			—		26		—			26
Total equity	1,699		(1,661		)	34		3,071		(1,418		)	1,725
TOTAL LIABILITIES AND EQUITY	$	4,098	$	3,588		$	2,628	$	15,642	$	(10,844	)	$	15,112

Condensed Consolidating Statement of Cash Flows



	Year Ended December 31, 2013
	Willis Group Holdings			The Other Guarantors			The Issuer			Other			Consolidating adjustments			Consolidated
							(millions)
NET CASH (USED IN) PROVIDED BY OPERATING ACTIVITIES	$	4		$	125		$	7		$	662		$	(237	)	$	561
CASH FLOWS FROM INVESTING ACTIVITIES
Proceeds on disposal of fixed and intangible assets	—			—			3			9			—			12
Additions to fixed assets	—			(7		)	(11		)	(94		)	—			(112		)
Additions to intangibles assets	—			—			—			(7		)	—			(7		)
Acquisitions of subsidiaries, net of cash acquired	—			(237		)	(230		)	(30		)	467			(30		)
Payments to acquire other investments	—			—			—			(7		)	—			(7		)
Proceeds from sale of associates	—			—			—			4			—			4
Proceeds from sale of operations, net of cash disposed	—			—			230			257			(467		)	20
Proceeds from intercompany investing activities	383			211			36			60			(690		)	—
Repayments of intercompany investing activities	(347		)	(442		)	(120		)	(780		)	1,689			—
Net cash provided by (used in) investing activities	36			(475		)	(92		)	(588		)	999			(120		)
CASH FLOWS FROM FINANCING ACTIVITIES
Senior notes issued	—			522			—			—			—			522
Debt issuance costs	—			(8		)	—			—			—			(8		)
Repayments of debt	—			(15		)	(521		)	—			—			(536		)
Tender premium on extinguishment of senior notes	—			—			(65		)	—			—			(65		)
Proceeds from issue of shares	155			—			—			—			—			155
Excess tax benefits from share-based payment arrangements	—			—			—			2			—			2
Dividends paid	(193		)	—			(230		)	(7		)	237			(193		)
Acquisition of noncontrolling interests	—			—			—			(4		)	—			(4		)
Dividends paid to noncontrolling interests	—			—			—			(10		)	—			(10		)
Proceeds from intercompany financing activities	—			321			901			467			(1,689		)	—
Repayments of intercompany financing activities	—			(467		)	—			(223		)	690			—
Net cash (used in) provided by financing activities	(38		)	353			85			225			(762		)	(137		)
INCREASE IN CASH AND CASH EQUIVALENTS	2			3			—			299			—			304
Effect of exchange rate changes on cash and cash equivalents	—			—			—			(8		)	—			(8		)
CASH AND CASH EQUIVALENTS, BEGINNING OF YEAR	1			—			—			499			—			500
CASH AND CASH EQUIVALENTS, END OF YEAR	$	3		$	3		$	—		$	790		$	—		$	796

Condensed Consolidating Statement of Cash Flows



	Year Ended December 31, 2012
	Willis Group Holdings			The Other Guarantors			The Issuer			Other			Consolidating adjustments			Consolidated
							(millions)
NET CASH (USED IN) PROVIDED BY OPERATING ACTIVITIES	$	(23	)	$	1,504		$	(44	)	$	(97	)	$	(815	)	$	525
CASH FLOWS FROM INVESTING ACTIVITIES
Proceeds on disposal of fixed and intangible assets	—			—			—			5			—			5
Additions to fixed assets	—			(7		)	(19		)	(109		)	—			(135		)
Additions to intangible assets	—			—			—			(2		)	—			(2		)
Acquisitions of subsidiaries, net of cash acquired	—			—			—			(33		)	—			(33		)
Payments to acquire other investments	—			—			—			(7		)	—			(7		)
Proceeds from sale of operations, net of cash disposed	—			—			—			—			—			—
Proceeds from intercompany investing activities	256			216			44			1,230			(1,746		)	—
Repayments of intercompany investing activities	—			(318		)	(10		)	(81		)	409			—
Net cash provided by (used in) investing activities	256			(109		)	15			1,003			(1,337		)	(172		)
CASH FLOWS FROM FINANCING ACTIVITIES
Repayments of debt	—			(15		)	—			—			—			(15		)
Proceeds from issue of other debt	—			1			—			—			—			1
Repurchase of shares	(100		)	—			—			—			—			(100		)
Proceeds from issue of shares	53			—			—			—			—			53
Excess tax benefits from share-based payment arrangements	—			—			—			2			—			2
Dividends paid	(185		)	—			—			(815		)	815			(185		)
Proceeds from sale of noncontrolling interest	—			—			—			3			—			3
Acquisition of noncontrolling interests	—			—			—			(39		)	—			(39		)
Dividends paid to noncontrolling interests	—			—			—			(11		)	—			(11		)
Proceeds from intercompany financing activities	—			81			—			328			(409		)	—
Repayments of intercompany financing activities	—			(1,462		)	(134		)	(150		)	1,746			—
Net cash (used in) provided by financing activities	(232		)	(1,395		)	(134		)	(682		)	2,152			(291		)
INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS	1			—			(163		)	224			—			62
Effect of exchange rate changes on cash and cash equivalents	—			—			—			2			—			2
CASH AND CASH EQUIVALENTS, BEGINNING OF YEAR	—			—			163			273			—			436
CASH AND CASH EQUIVALENTS, END OF YEAR	$	1		$	—		$	—		$	499		$	—		$	500

Condensed Consolidating Statement of Cash Flows



	Year Ended December 31, 2011
	Willis Group Holdings			The Other Guarantors			The Issuer			Other			Consolidating adjustments			Consolidated
							(millions)
NET CASH PROVIDED BY (USED IN) OPERATING ACTIVITIES	$	44		$	316		$	134		$	131		$	(186	)	$	439
CASH FLOWS FROM INVESTING ACTIVITIES
Proceeds on disposal of fixed and intangible assets	—			—			—			13			—			13
Additions to fixed assets	—			(4		)	(21		)	(86		)	—			(111		)
Acquisitions of subsidiaries, net of cash acquired	—			—			—			(10		)	—			(10		)
Acquisitions of investments in associates	—			—			—			(2		)	—			(2		)
Payments to acquire other investments	—			—			—			(5		)	—			(5		)
Proceeds from sale of operations, net of cash disposed	—			—			—			14			—			14
Proceeds from intercompany investing activities	—			—			128			224			(352		)	—
Repayments of intercompany investing activities	(711		)	(430		)	—			(101		)	1,242			—
Net cash (used in) provided by investing activities	(711		)	(434		)	107			47			890			(101		)
CASH FLOWS FROM FINANCING ACTIVITIES
Repayments of revolving credit facility	—			—			(90		)	—			—			(90		)
Senior notes issued	794			—			—			—			—			794
Debt issuance costs	(7		)	(5		)	—			—			—			(12		)
Repayments of debt	—			(500		)	(411		)	—			—			(911		)
Proceeds from issue of term loan	—			300			—			—			—			300
Make-whole on repurchase and redemption of senior notes	—			(158		)	—			—			—			(158		)
Proceeds from issue of shares	60			—			—			—			—			60
Excess tax benefits from share-based payment arrangements	—			—			—			5			—			5
Dividends paid	(180		)	—			—			(186		)	186			(180		)
Acquisition of noncontrolling interests	—			(4		)	—			(5		)	—			(9		)
Dividends paid to noncontrolling interests	—			—			—			(13		)	—			(13		)
Cash received on intercompany financing activities	—			741			347			154			(1,242		)	—
Cash paid on intercompany financing activities	—			(256		)	—			(96		)	352			—
Net cash provided by (used in) financing activities	667			118			(154		)	(141		)	(704		)	(214		)
(DECREASE) INCREASE IN CASH AND CASH EQUIVALENTS	—			—			87			37			—			124
Effect of exchange rate changes on cash and cash equivalents	—			—			—			(4		)	—			(4		)
CASH AND CASH EQUIVALENTS, BEGINNING OF YEAR	—			—			76			240			—			316
CASH AND CASH EQUIVALENTS, END OF YEAR	$	—		$	—		$	163		$	273		$	—		$	436



32.	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 Holdings B.V, Willis Investment UK Holdings Limited and TA I Limited are all direct or indirect parents of the issuer and Willis Group Limited and Willis North America Inc., are 100 percent directly 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 of Willis Group Holdings, the Other Guarantors and the Issuer.

Restatement to 2011 and 2012 financial information

The impacts of these changes on the previously reported 2012 and 2011 financial statements are shown in the tables below.



	As previously reported			Reclassifications			As Reclassified
	(millions)
Condensed consolidating statement of operations for the year ended 31 December 2012
Willis Group Holdings
Operating loss	$	(6	)	$	—		$	(6	)
Net loss attributable to Willis Group Holdings	(446		)	—			(446		)
The Other Guarantors
Operating loss	$	(262	)	$	(11	)	$	(273	)
Net loss attributable to Willis Group Holdings	(389		)	(8		)	(397		)
The Issuer
Operating income	$	1		$	—		$	1
Net loss attributable to Willis Group Holdings	(427		)	—			(427		)
Other
Operating income (loss)	$	122		$	(53	)	$	69
Net loss attributable to Willis Group Holdings	(118		)	(306		)	(424		)
Consolidating adjustments
Operating (loss) income	$	(64	)	$	64		$	—
Net income attributable to Willis Group Holdings	934			314			1,248

	As previously reported			Reclassifications			As Reclassified
	(millions)
Condensed consolidating statement of operations for the year ended 31 December 2011
Willis Group Holdings
Operating loss	$	(20	)	$	—		$	(20	)
Net income attributable to Willis Group Holdings	204			—			204
The Other Guarantors
Operating loss	$	(140	)	$	(11	)	$	(151	)
Net income attributable to Willis Group Holdings	174			72			246
The Issuer
Operating income	$	4		$	—		$	4
Net income (loss) attributable to Willis Group Holdings	218			(1		)	217
Other
Operating income (loss)	$	754		$	(21	)	$	733
Net income attributable to Willis Group Holdings	137			164			301
Consolidating adjustments
Operating (loss) income	$	(32	)	$	32		$	—
Net loss attributable to Willis Group Holdings	(529		)	(235		)	(764		)



	As previously reported			Reclassifications			As Reclassified
	(millions)
Condensed consolidating statement of comprehensive income for the year ended 31 December 2012
Willis Group Holdings
Comprehensive loss attributable to Willis Group Holdings	$	(552	)	$	—		$	(552	)
The Other Guarantors
Comprehensive loss attributable to Willis Group Holdings	$	(486	)	$	(8	)	$	(494	)
The Issuer
Comprehensive (loss) income attributable to Willis Group Holdings	$	(528	)	$	—		$	(528	)
Other
Comprehensive loss attributable to Willis Group Holdings	$	(226	)	$	(306	)	$	(532	)
Consolidating adjustments
Comprehensive income attributable to Willis Group Holdings	$	1,240		$	314		$	1,554

	As previously reported			Reclassifications			As Reclassified
	(millions)
Condensed consolidating statement of comprehensive income for the year ended 31 December 2011
Willis Group Holdings
Comprehensive income attributable to Willis Group Holdings	$	1		$	—		$	1
The Other Guarantors
Comprehensive (loss) income attributable to Willis Group Holdings	$	(24	)	$	72		$	48
The Issuer
Comprehensive income attributable to Willis Group Holdings	$	21		$	(1	)	$	20
Other
Comprehensive (loss) income attributable to Willis Group Holdings	$	(65	)	$	164		$	99
Consolidating adjustments
Comprehensive income (loss) attributable to Willis Group Holdings	$	68		$	(235	)	$	(167	)



	As previously reported			Reclassifications			As Reclassified
	(millions)
Condensed consolidating balance sheet at 31 December 2012
Willis Group Holdings
Total assets	$	2,557		$	1,541		$	4,098
Total liabilities	858			1,541			2,399
Total equity	1,699			—			1,699
The Other Guarantors
Total assets	$	(208	)	$	5,618		$	5,410
Total liabilities	1,367			5,704			7,071
Total equity	(1,575		)	(86		)	(1,661		)
The Issuer
Total assets	$	2,861		$	408		$	3,269
Total liabilities	300			492			792
Total equity	2,561			(84		)	2,477
Other
Total assets	$	17,125		$	(1,483	)	$	15,642
Total liabilities	11,851			720			12,571
Total equity	5,274			(2,203		)	3,071
Consolidating adjustments
Total assets	$	(7,223	)	$	(6,084	)	$	(13,307	)
Total liabilities	(989		)	(8,457		)	(9,446		)
Total equity	(6,234		)	2,373			(3,861		)



	As previously reported			Reclassifications			As Reclassified
	(millions)
Condensed consolidating statement of cash flows for the year ended 31 December 2012
Willis Group Holdings
Net cash (used in) provided by operating activities	$	(42	)	$	19		$	(23	)
Net cash provided by investing activities	—			256			256
Net cash provided by (used in) financing activities	43			(275		)	(232		)
The Other Guarantors
Net cash provided by operating activities	$	1,869		$	524		$	2,393
Net cash used in investing activities	(26		)	(21		)	(47		)
Net cash used in financing activities	(2,006		)	(503		)	(2,509		)
The Issuer
Net cash provided by operating activities	$	1,269		$	87		$	1,356
Net cash used in investing activities	—			(53		)	(53		)
Net cash (used in) provided by financing activities	(1,269		)	(34		)	(1,303		)
Other
Net cash provided by (used in) operating activities	$	431		$	(528	)	$	(97	)
Net cash (used in) provided by investing activities	(146		)	1,149			1,003
Net cash used in financing activities	(61		)	(621		)	(682		)
Consolidating adjustments
Net cash used in operating activities	$	(3,002	)	$	(102	)	$	(3,104	)
Net cash used in investing activities	—			(1,331		)	(1,331		)
Net cash provided by financing activities	3,002			1,433			4,435

	As previously reported			Reclassifications			As Reclassified
	(millions)
Condensed consolidating statement of cash flows for the year ended 31 December 2011
Willis Group Holdings
Net cash (used in) provided by operating activities	$	(41	)	$	85		$	44
Net cash used in investing activities	—			(711		)	(711		)
Net cash provided by financing activities	41			626			667
The Other Guarantors
Net cash provided by (used in) operating activities	$	209		$	(568	)	$	(359	)
Net cash used in investing activities	(25		)	(33		)	(58		)
Net cash (used in) provided by financing activities	(97		)	601			504
The Issuer
Net cash provided by operating activities	$	110		$	746		$	856
Net cash used in investing activities	—			(292		)	(292		)
Net cash used in financing activities	(110		)	(454		)	(564		)
Other
Net cash provided by (used in) operating activities	$	1,269		$	(1,138	)	$	131
Net cash (used in) provided by investing activities	(76		)	123			47
Net cash (used in) provided by financing activities	(1,156		)	1,015			(141		)
Consolidating adjustments
Net cash (used in) provided by operating activities	$	(1,108	)	$	875		$	(233	)
Net cash provided by investing activities	—			913			913
Net cash provided by (used in) financing activities	1,108			(1,788		)	(680		)

Condensed Consolidating Statement of Operations



	Year Ended December 31, 2013
	Willis Group Holdings			The Other Guarantors			The Issuer			Other			Consolidating adjustments			Consolidated
							(millions)
REVENUES
Commissions and fees	$	—		$	8		$	—		$	3,625		$	—		$	3,633
Investment income	—			—			—			15			—			15
Other income	—			—			—			7			—			7
Total revenues	—			8			—			3,647			—			3,655
EXPENSES
Salaries and benefits	(1		)	(103		)	—			(2,103		)	—			(2,207		)
Other operating expenses	—			(235		)	(1		)	(380		)	—			(616		)
Depreciation expense	—			(23		)	—			(71		)	—			(94		)
Amortization of intangible assets	—			—			—			(55		)	—			(55		)
Net gain on disposal of operations	—			—			—			12			(10		)	2
Total expenses	(1		)	(361		)	(1		)	(2,597		)	(10		)	(2,970		)
OPERATING (LOSS) INCOME	(1		)	(353		)	(1		)	1,050			(10		)	685
Income from Group undertakings	—			491			68			86			(645		)	—
Expenses due to Group undertakings	(10		)	(153		)	(26		)	(456		)	645			—
Loss from extinguishment of debt	—			(60		)	—			—			—			(60		)
Interest expense	(42		)	(61		)	(18		)	(5		)	—			(126		)
(LOSS) INCOME FROM CONTINUING OPERATIONS BEFORE INCOME TAXES AND INTEREST IN EARNINGS OF ASSOCIATES	(53		)	(136		)	23			675			(10		)	499
Income taxes	—			29			(6		)	(145		)	—			(122		)
(LOSS) INCOME FROM CONTINUING OPERATIONS BEFORE INTEREST IN EARNINGS OF ASSOCIATES	(53		)	(107		)	17			530			(10		)	377
Interest in earnings of associates, net of tax	—			9			—			(9		)	—			—
Equity account for subsidiaries	418			515			344			—			(1,277		)	—
INCOME FROM CONTINUING OPERATIONS	365			417			361			521			(1,287		)	377
Discontinued operations, net of tax	—			—			—			—			—			—
NET INCOME	365			417			361			521			(1,287		)	377
Less: Net income attributable to noncontrolling interests	—			—			—			(12		)	—			(12		)
NET INCOME ATTRIBUTABLE TO WILLIS GROUP HOLDINGS	$	365		$	417		$	361		$	509		$	(1,287	)	$	365

Condensed Consolidating Statement of Comprehensive Income



	Year Ended December 31, 2013
	Willis Group Holdings		The Other Guarantors		The Issuer		Other			Consolidating adjustments			Consolidated
					(millions)
Comprehensive income	$	522	$	565	$	504	$	636		$	(1,693	)	$	534
Less: Comprehensive income attributable to noncontrolling interests	—		—		—		(12		)	—			(12		)
Comprehensive income attributable to Willis Group Holdings	$	522	$	565	$	504	$	624		$	(1,693	)	$	522

Condensed Consolidating Statement of Operations



	Year Ended December 31, 2012
	Willis Group Holdings			The Other Guarantors			The Issuer			Other			Consolidating adjustments			Consolidated
							(millions)
REVENUES
Commissions and fees	$	—		$	—		$	—		$	3,458		$	—		$	3,458
Investment income	—			1			—			17			—			18
Other income	—			—			—			4			—			4
Total revenues	—			1			—			3,479			—			3,480
EXPENSES
Salaries and benefits	(2		)	(96		)	—			(2,377		)	—			(2,475		)
Other operating expenses	(4		)	(162		)	1			(416		)	—			(581		)
Depreciation expense	—			(16		)	—			(63		)	—			(79		)
Amortization of intangible assets	—			—			—			(59		)	—			(59		)
Goodwill impairment	—			—			—			(492		)	—			(492		)
Net loss on disposal of operations	—			—			—			(3		)	—			(3		)
Total expenses	(6		)	(274		)	1			(3,410		)	—			(3,689		)
OPERATING (LOSS) INCOME	(6		)	(273		)	1			69			—			(209		)
Income from Group undertakings	—			436			79			111			(626		)	—
Expenses due to Group undertakings	—			(185		)	(27		)	(414		)	626			—
Interest expense	(43		)	(69		)	(8		)	(8		)	—			(128		)
(LOSS) INCOME FROM CONTINUING OPERATIONS BEFORE INCOME TAXES AND INTEREST IN EARNINGS OF ASSOCIATES	(49		)	(91		)	45			(242		)	—			(337		)
Income taxes	—			76			(11		)	(166		)	—			(101		)
(LOSS) INCOME FROM CONTINUING OPERATIONS BEFORE INTEREST IN EARNINGS OF ASSOCIATES	(49		)	(15		)	34			(408		)	—			(438		)
Interest in earnings of associates, net of tax	—			8			—			(3		)	—			5
Equity account for subsidiaries	(397		)	(390		)	(461		)	—			1,248			—
LOSS FROM CONTINUING OPERATIONS	(446		)	(397		)	(427		)	(411		)	1,248			(433		)
Discontinued operations, net of tax	—			—			—			—			—			—
NET LOSS	(446		)	(397		)	(427		)	(411		)	1,248			(433		)
Less: Net income attributable to noncontrolling interests	—			—			—			(13		)	—			(13		)
NET LOSS ATTRIBUTABLE TO WILLIS GROUP HOLDINGS	$	(446	)	$	(397	)	$	(427	)	$	(424	)	$	1,248		$	(446	)

Condensed Consolidating Statement of Comprehensive Income



	Year Ended December 31, 2012
	Willis Group Holdings			The Other Guarantors			The Issuer			Other			Consolidating adjustments		Consolidated
							(millions)
Comprehensive loss	$	(552	)	$	(494	)	$	(528	)	$	(519	)	$	1,554	$	(539	)
Less: Comprehensive income attributable to noncontrolling interests	—			—			—			(13		)	—		(13		)
Comprehensive loss attributable to Willis Group Holdings	$	(552	)	$	(494	)	$	(528	)	$	(532	)	$	1,554	$	(552	)

Condensed Consolidating Statement of Operations



	Year Ended December 31, 2011
	Willis Group Holdings			The Other Guarantors			The Issuer			Other			Consolidating adjustments			Consolidated
							(millions)
REVENUES
Commissions and fees	$	—		$	—		$	—		$	3,414		$	—		$	3,414
Investment income	—			2			—			29			—			31
Other income	—			—			—			2			—			2
Total revenues	—			2			—			3,445			—			3,447
EXPENSES
Salaries and benefits	(3		)	(69		)	—			(2,015		)	—			(2,087		)
Other operating expenses	(17		)	(70		)	4			(573		)	—			(656		)
Depreciation expense	—			(14		)	—			(60		)	—			(74		)
Amortization of intangible assets	—			—			—			(68		)	—			(68		)
Net gain on disposal of operations	—			—			—			4			—			4
Total expenses	(20		)	(153		)	4			(2,712		)	—			(2,881		)
OPERATING (LOSS) INCOME	(20		)	(151		)	4			733			—			566
Income from Group undertakings	—			438			64			119			(621		)	—
Expenses due to Group undertakings	—			(180		)	(26		)	(415		)	621			—
Make-whole on repurchase and redemption of senior notes and write-off of unamortized debt issuance costs	—			—			(171		)	—			—			(171		)
Interest expense	(34		)	(99		)	(15		)	(8		)	—			(156		)
(LOSS) INCOME FROM CONTINUING OPERATIONS BEFORE INCOME TAXES AND INTEREST IN EARNINGS OF ASSOCIATES	(54		)	8			(144		)	429			—			239
Income taxes	—			47			39			(117		)	(1		)	(32		)
(LOSS) INCOME FROM CONTINUING OPERATIONS BEFORE INTEREST IN EARNINGS OF ASSOCIATES	(54		)	55			(105		)	312			(1		)	207
Interest in earnings of associates, net of tax	—			8			—			4			—			12
Equity account for subsidiaries	258			183			322			—			(763		)	—
INCOME FROM CONTINUING OPERATIONS	204			246			217			316			(764		)	219
Discontinued operations, net of tax	—			—			—			1			—			1
NET INCOME	204			246			217			317			(764		)	220
Less: Net income attributable to noncontrolling interests	—			—			—			(16		)	—			(16		)
NET INCOME ATTRIBUTABLE TO WILLIS GROUP HOLDINGS	$	204		$	246		$	217		$	301		$	(764	)	$	204

Condensed Consolidating Statement of Comprehensive Income



	Year Ended December 31, 2011
	Willis Group Holdings		The Other Guarantors		The Issuer		Other			Consolidating adjustments			Consolidated
					(millions)
Comprehensive income	$	1	$	48	$	20	$	114		$	(167	)	$	16
Less: Comprehensive income attributable to noncontrolling interests	—		—		—		(15		)	—			(15		)
Comprehensive income attributable to Willis Group Holdings	$	1	$	48	$	20	$	99		$	(167	)	$	1

Condensed Consolidating Balance Sheet



	As at December 31, 2013
	Willis Group Holdings		The Other Guarantors		The Issuer		Other		Consolidating adjustments			Consolidated
					(millions)
ASSETS
CURRENT ASSETS
Cash and cash equivalents	$	3	$	3	$	—	$	790	$	—		$	796
Accounts receivable, net	—		4		—		1,037		—			1,041
Fiduciary assets	—		—		—		8,412		—			8,412
Deferred tax assets	—		—		—		16		(1		)	15
Other current assets	1		36		1		186		(27		)	197
Amounts due from group undertakings	4,051		975		793		1,484		(7,303		)	—
Total current assets	4,055		1,018		794		11,925		(7,331		)	10,461
NON-CURRENT ASSETS
Investments in subsidiaries	—		3,716		2,705		—		(6,421		)	—
Fixed assets, net	—		66		—		415		—			481
Goodwill	—		—		—		2,838		—			2,838
Other intangible assets, net	—		—		—		353		—			353
Investments in associates	—		156		—		20		—			176
Deferred tax assets	—		—		—		7		—			7
Pension benefits asset	—		—		—		278		—			278
Other non-current assets	4		5		9		188		—			206
Non-current amounts due from group undertakings	—		1,113		518		—		(1,631		)	—
Total non-current assets	4		5,056		3,232		4,099		(8,052		)	4,339
TOTAL ASSETS	$	4,059	$	6,074	$	4,026	$	16,024	$	(15,383	)	$	14,800
LIABILITIES AND STOCKHOLDERS’ EQUITY
CURRENT LIABILITIES
Fiduciary liabilities	$	—	$	—	$	—	$	8,412	$	—		$	8,412
Deferred revenue and accrued expenses	2		29		—		555		—			586
Income taxes payable	—		4		5		39		(27		)	21
Short-term debt and current portion of long-term debt	—		—		15		—		—			15
Deferred tax liabilities	—		—		—		25		—			25
Other current liabilities	62		42		11		300		—			415
Amounts due to group undertakings	—		5,813		157		1,333		(7,303		)	—
Total current liabilities	64		5,888		188		10,664		(7,330		)	9,474
NON-CURRENT LIABILITIES
Investments in subsidiaries	985		—		—		—		(985		)	—
Long-term debt	795		733		782		1		—			2,311
Liabilities for pension benefits	—		—		—		136		—			136
Deferred tax liabilities	—		1		—		55		—			56
Provisions for liabilities	—		—		—		206		—			206
Other non-current liabilities	—		48		—		326		—			374
Non-current amounts due to group undertakings	—		518		423		690		(1,631		)	—
Total non-current liabilities	1,780		1,300		1,205		1,414		(2,616		)	3,083
TOTAL LIABILITIES	$	1,844	$	7,188	$	1,393	$	12,078	$	(9,946	)	$	12,557

Condensed Consolidating Balance Sheet



	As at December 31, 2013
	Willis Group Holdings		The Other Guarantors			The Issuer		Other		Consolidating adjustments			Consolidated
						(millions)
EQUITY
Total Willis Group Holdings stockholders’ equity	2,215		(1,114		)	2,633		3,918		(5,437		)	2,215
Noncontrolling interests	—		—			—		28		—			28
Total equity	2,215		(1,114		)	2,633		3,946		(5,437		)	2,243
TOTAL LIABILITIES AND EQUITY	$	4,059	$	6,074		$	4,026	$	16,024	$	(15,383	)	$	14,800

Condensed Consolidating Balance Sheet



	As at 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	—		—		—		933		—			933
Fiduciary assets	—		—		—		9,271		—			9,271
Deferred tax assets	—		—		—		13		—			13
Other current assets	1		79		1		114		(14		)	181
Amounts due from group undertakings	4,091		1,070		801		864		(6,826		)	—
Total current assets	4,093		1,149		802		11,694		(6,840		)	10,898
NON-CURRENT ASSETS
Investments in subsidiaries	—		2,939		2,464		—		(5,403		)	—
Fixed assets, net	—		74		—		394		—			468
Goodwill	—		—		—		2,827		—			2,827
Other intangible assets, net	—		—		—		385		—			385
Investments in associates	—		143		—		31		—			174
Deferred tax assets	—		—		—		18		—			18
Pension benefits asset	—		—		—		136		—			136
Other non-current assets	5		41		3		157		—			206
Non-current amounts due from group undertakings	—		1,064		—		—		(1,064		)	—
Total non-current assets	5		4,261		2,467		3,948		(6,467		)	4,214
TOTAL ASSETS	$	4,098	$	5,410	$	3,269	$	15,642	$	(13,307	)	$	15,112
LIABILITIES AND STOCKHOLDERS’ EQUITY
CURRENT LIABILITIES
Fiduciary liabilities	$	—	$	—	$	—	$	9,271	$	—		$	9,271
Deferred revenue and accrued expenses	2		—		—		539		—			541
Income taxes payable	—		4		11		18		(14		)	19
Short-term debt and current portion of long-term debt	—		—		15		—		—			15
Deferred tax liabilities	—		—		—		21		—			21
Other current liabilities	60		73		—		194		—			327
Amounts due to group undertakings	—		5,714		69		1,043		(6,826		)	—
Total current liabilities	62		5,791		95		11,086		(6,840		)	10,194
NON-CURRENT LIABILITIES
Investments in subsidiaries	1,542		—		—		—		(1,542		)	—
Long-term debt	795		1,268		274		1		—			2,338
Liabilities for pension benefits	—		—		—		282		—			282
Deferred tax liabilities	—		—		—		18		—			18
Provisions for liabilities	—		—		—		180		—			180
Other non-current liabilities	—		12		—		363		—			375
Non-current amounts due to group undertakings	—		—		423		641		(1,064		)	—
Total non-current liabilities	2,337		1,280		697		1,485		(2,606		)	3,193
TOTAL LIABILITIES	$	2,399	$	7,071	$	792	$	12,571	$	(9,446	)	$	13,387

Condensed Consolidating Balance Sheet



	As at December 31, 2012
	Willis Group Holdings		The Other Guarantors			The Issuer		Other		Consolidating adjustments			Consolidated
						(millions)
EQUITY
Total Willis Group Holdings stockholders’ equity	1,699		(1,661		)	2,477		3,045		(3,861		)	1,699
Noncontrolling interests	—		—			—		26		—			26
Total equity	1,699		(1,661		)	2,477		3,071		(3,861		)	1,725
TOTAL LIABILITIES AND EQUITY	$	4,098	$	5,410		$	3,269	$	15,642	$	(13,307	)	$	15,112

Condensed Consolidating Statement of Cash Flows



	Year Ended December 31, 2013
	Willis Group Holdings			The Other Guarantors			The Issuer			Other			Consolidating adjustments			Consolidated
							(millions)
NET CASH PROVIDED BY (USED IN) OPERATING ACTIVITIES	$	4		$	399		$	63		$	662		$	(567	)	$	561
CASH FLOWS FROM INVESTING ACTIVITIES
Proceeds on disposal of fixed and intangible assets	—			3			—			9			—			12
Additions to fixed assets	—			(18		)	—			(94		)	—			(112		)
Additions to intangible assets	—			—			—			(7		)	—			(7		)
Acquisitions of subsidiaries, net of cash acquired	—			(237		)	—			(30		)	237			(30		)
Payments to acquire other investments	—			—			—			(7		)	—			(7		)
Proceeds from sale of associates	—			—			—			4			—			4
Proceeds from sale of operations, net of cash disposed	—			—			—			257			(237		)	20
Proceeds from intercompany investing activities	383			160			132			60			(735		)	—
Repayments of intercompany investing activities	(347		)	(120		)	(442		)	(780		)	1,689			—
Net cash provided by (used in) investing activities	36			(212		)	(310		)	(588		)	954			(120		)
CASH FLOWS FROM FINANCING ACTIVITIES
Senior notes issued	—			—			522			—			—			522
Debt issuance costs	—			—			(8		)	—			—			(8		)
Repayments of debt	—			(521		)	(15		)	—			—			(536		)
Tender premium on extinguishment of senior notes	—			(65		)	—			—			—			(65		)
Proceeds from issue of shares	155			—			—			—			—			155
Excess tax benefits from share-based payment arrangement	—			—			—			2			—			2
Dividends paid	(193		)	(230		)	(330		)	(7		)	567			(193		)
Acquisition of noncontrolling interests	—			—			—			(4		)	—			(4		)
Dividends paid to noncontrolling interests	—			—			—			(10		)	—			(10		)
Proceeds from intercompany financing activities	—			1,075			147			467			(1,689		)	—
Repayments of intercompany financing activities	—			(443		)	(69		)	(223		)	735			—
Net cash (used in) provided by financing activities	(38		)	(184		)	247			225			(387		)	(137		)
INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS	2			3			—			299			—			304
Effect of exchange rate changes on cash and cash equivalents	—			—			—			(8		)	—			(8		)
CASH AND CASH EQUIVALENTS, BEGINNING OF YEAR	1			—			—			499			—			500
CASH AND CASH EQUIVALENTS, END OF YEAR	$	3		$	3		$	—		$	790		$	—		$	796

Condensed Consolidating Statement of Cash Flows



	Year Ended December 31, 2012
	Willis Group Holdings			The Other Guarantors			The Issuer			Other			Consolidating adjustments			Consolidated
							(millions)
NET CASH (USED IN) PROVIDED BY OPERATING ACTIVITIES	$	(23	)	$	2,393		$	1,356		$	(97	)	$	(3,104	)	$	525
CASH FLOWS FROM INVESTING ACTIVITIES
Proceeds on disposal of fixed and intangible assets	—			—			—			5			—			5
Additions to fixed assets	—			(26		)	—			(109		)	—			(135		)
Additions to intangible assets	—			—			—			(2		)	—			(2		)
Acquisitions of subsidiaries, net of cash acquired	—			—			—			(33		)	—			(33		)
Payments to acquire other investments	—			—			—			(7		)	—			(7		)
Proceeds from sale of operations, net of cash disposed	—			—			—			—			—			—
Proceeds from intercompany investing activities	256			176			78			1,230			(1,740		)	—
Repayments of intercompany investing activities	—			(197		)	(131		)	(81		)	409			—
Net cash provided by (used in) investing activities	256			(47		)	(53		)	1,003			(1,331		)	(172		)
CASH FLOWS FROM FINANCING ACTIVITIES
Repayments of debt	—			(4		)	(11		)	—			—			(15		)
Proceeds from issue of other debt	—			—			1			—			—			1
Repurchase of shares	(100		)	—			—			—			—			(100		)
Proceeds from issue of shares	53			—			—			—			—			53
Excess tax benefits from share-based payment arrangement	—			—			—			2			—			2
Dividends paid	(185		)	(1,220		)	(1,069		)	(815		)	3,104			(185		)
Proceeds from sale of noncontrolling interests	—			—			—			3			—			3
Acquisition of noncontrolling interests	—			—			—			(39		)	—			(39		)
Dividends paid to noncontrolling interests	—			—			—			(11		)	—			(11		)
Proceeds from intercompany financing activities	—			81			—			328			(409		)	—
Repayments of intercompany financing activities	—			(1,366		)	(224		)	(150		)	1,740			—
Net cash used in financing activities	(232		)	(2,509		)	(1,303		)	(682		)	4,435			(291		)
INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS	1			(163		)	—			224			—			62
Effect of exchange rate changes on cash and cash equivalents	—			—			—			2			—			2
CASH AND CASH EQUIVALENTS, BEGINNING OF YEAR	—			163			—			273			—			436
CASH AND CASH EQUIVALENTS, END OF YEAR	$	1		$	—		$	—		$	499		$	—		$	500

Condensed Consolidating Statement of Cash Flows



	Year Ended December 31, 2011
	Willis Group Holdings			The Other Guarantors			The Issuer			Other			Consolidating adjustments			Consolidated
							(millions)
NET CASH PROVIDED BY (USED IN) OPERATING ACTIVITIES	$	44		$	(359	)	$	856		$	131		$	(233	)	$	439
CASH FLOWS FROM INVESTING ACTIVITIES
Proceeds on disposal of fixed and intangible assets	—			—			—			13			—			13
Additions to fixed assets	—			(25		)	—			(86		)	—			(111		)
Acquisitions of subsidiaries, net of cash acquired	—			—			—			(10		)	—			(10		)
Acquisitions of investments in associates	—			—			—			(2		)	—			(2		)
Payments to acquire other investments	—			—			—			(5		)	—			(5		)
Proceeds from sale of operations, net of cash disposed	—			—			—			14			—			14
Proceeds from intercompany investing activities	—			105			—			224			(329		)	—
Repayments of intercompany investing activities	(711		)	(138		)	(292		)	(101		)	1,242			—
Net cash (used in) investing activities	(711		)	(58		)	(292		)	47			913			(101		)
CASH FLOWS FROM FINANCING ACTIVITIES
Repayments of revolving credit facility	—			(90		)	—			—			—			(90		)
Senior notes issued	794			—			—			—			—			794
Debt issuance costs	(7		)	—			(5		)	—			—			(12		)
Repayments of debt	—			(411		)	(500		)	—			—			(911		)
Proceeds from issue of term loan	—			—			300			—			—			300
Make-whole on repurchase and redemption of senior notes	—			—			(158		)	—			—			(158		)
Proceeds from issue of shares	60			—			—			—			—			60
Excess tax benefits from share-based payment arrangements	—			—			—			5			—			5
Dividends paid	(180		)	(47		)	—			(186		)	233			(180		)
Acquisition of noncontrolling interests	—			(4		)	—			(5		)	—			(9		)
Dividends paid to noncontrolling interests	—			—			—			(13		)	—			(13		)
Proceeds from intercompany financing activities	—			1,088			—			154			(1,242		)	—
Repayments of intercompany financing activities	—			(32		)	(201		)	(96		)	329			—
Net cash provided by (used in) financing activities	667			504			(564		)	(141		)	(680		)	(214		)
INCREASE IN CASH AND CASH EQUIVALENTS	—			87			—			37			—			124
Effect of exchange rate changes on cash and cash equivalents	—			—			—			(4		)	—			(4		)
CASH AND CASH EQUIVALENTS, BEGINNING OF YEAR	—			76			—			240			—			316
CASH AND CASH EQUIVALENTS, END OF YEAR	$	—		$	163		$	—		$	273		$	—		$	436

Quarterly Financial Information Disclosure [Abstract]

+ References+ Details

Quarterly Financial Data (Unaudited)

12 Months Ended

Dec. 31, 2013

QUARTERLY FINANCIAL DATA (UNAUDITED)



33.	QUARTERLY FINANCIAL DATA (UNAUDITED)

Quarterly financial data for 2013 and 2012 were as follows:



	Three Months Ended
	March 31,			June 30,			September 30,			December 31,
	(millions, except per share data)
2013
Total revenues	$	1,051		$	890		$	795		$	919
Total expenses	(764		)	(719		)	(720		)	(767		)
Net income (loss)	223			107			(27		)	74
Net income (loss) attributable to Willis Group Holdings	219			105			(27		)	68
Earnings per share — continuing operations
— Basic	$	1.27		$	0.60		$	(0.15	)	$	0.38
— Diluted	$	1.24		$	0.59		$	(0.15	)	$	0.37
2012
Total revenues	$	1,013		$	842		$	754		$	871
Total expenses	(696		)	(663		)	(684		)	(1,646		)
Net income (loss)	232			110			26			(801		)
Net income (loss) attributable to Willis Group Holdings	225			108			26			(805		)
Earnings per share — continuing operations
— Basic	$	1.29		$	0.62		$	0.15		$	(4.65	)
— Diluted	$	1.28		$	0.61		$	0.15		$	(4.65	)

Recent Accounting Pronouncements

The entire disclosure for the quarterly financial data in the annual financial statements. The disclosure may include a tabular presentation of financial information for each fiscal quarter for the current and previous year, including revenues, gross profit, income or loss before extraordinary items and earnings per share data. It also includes an indication if the information in the note is unaudited, comments on the aggregate effect of year-end adjustments, and an explanation of matters or transactions that affect comparability or are pertinent to an understanding of the information furnished.

+ References+ Details

Basis of Presentation and Significant Accounting Policies (Policies)

12 Months Ended

Dec. 31, 2013

Accounting Policies [Abstract]

Other Comprehensive Income

Presentation of Unrecognized Tax Benefits


•	a net operating loss carryforward, a similar tax loss or a tax credit carryfoward is not available at the reporting date under the governing tax laws to settle taxes that would result from the disallowance of the tax position; or


•	the entity does not intend to use the deferred tax asset for this purpose, provided that the tax law permits a choice.

The amendments under the ASU:


•	are effective prospectively for annual and interim periods beginning after December 15, 2013 although early adoption is permitted; and


•	should be applied to all unrecognized tax benefits that exist as of the effective date although entities may choose to apply the amendments retrospectively to each prior reporting period presented.

Principles of Consolidation

Foreign Currency Translation

Use of Estimates

Cash and Cash Equivalents

Cash and cash equivalents primarily consist of time deposits with original maturities of three months or less.

Fiduciary Assets and Fiduciary Liabilities

Fiduciary Receivables

Fiduciary receivables represent uncollected premiums from insureds and uncollected claims or refunds from insurers.

Fiduciary Funds

Fiduciary Liabilities

Accounts Receivable

Fixed Assets

Recoverability of Fixed Assets

Operating Leases

Rentals payable on operating leases are charged straight line to expenses over the lease term as the rentals become payable.

Goodwill and Other Intangible Assets

Acquired intangible assets are amortized over the following periods:



		Expected
	Amortization basis	life (years)
Acquired other intangible assets	Straight line	10
Acquired client relationships	In line with underlying cashflows	10 to 20
Acquired non-compete agreements	Straight line	5
Acquired trade names	Straight line	3 to 4

Amortizable intangible assets are reviewed for impairment whenever events or changes in circumstances indicate that their carrying amounts may not be recoverable.

Investments in Associates

All other equity investments where the Company does not have the ability to exercise significant influence are accounted for by the cost method. Such investments are not publicly traded.

Derivative Financial Instruments

Income Taxes

The Company recognizes interest and penalties relating to unrecognized tax benefits within income taxes.

Provisions for Liabilities

Pensions

Defined benefit plans

In accordance with US GAAP the Company records on the balance sheet the funded status of its pension plans based on the projected benefit obligation.

Defined contribution plans

Share-Based Compensation

The Company accounts for share-based compensation as follows:


•	the cost resulting from all equity awards is recognized in the financial statements at fair value estimated at the grant date;


•	the fair value is recognized (generally as compensation cost) over the requisite service period for all awards that vest; and


•	compensation cost is not recognized for awards that do not vest because service or performance conditions are not satisfied.

Revenue Recognition

Revenue includes insurance commissions, fees for services rendered, certain commissions receivable from insurance carriers, investment income and other income.

Investment income is recognized as earned.

Employees (Tables)

12 Months Ended

Dec. 31, 2013

Average number of persons, including Executive Directors, employed by the Company

The average number of persons, including Executive Directors, employed by the Company is as follows:



	Years ended December 31,
	2013	2012	2011
Global	4,545	4,304	4,042

North America	6,334	6,323	6,479
International	7,072	6,843	6,634
Total Retail	13,406	13,166	13,113
Total average number of employees for the year	17,951	17,470	17,155

Salaries and benefit expenses

Salaries and benefits expense comprises the following:



	Years ended December 31,
	2013			2012		2011
	(millions)
Salaries and other compensation awards including amortization and write-off of cash retention awards of $6 million, $416 million and $185 million (see below)	$	1,953		$	2,258	$	1,776
Share-based compensation	42			32		41
Severance costs	32			6		89
Social security costs	135			133		130
Retirement benefits — defined benefit plan (income) expense	(4		)	2		11
Retirement benefits — defined contribution plan expense	49			44		40
Total salaries and benefits expense	$	2,207		$	2,475	$	2,087

Cash retention awards

The following table sets out the amount of cash retention awards made and the related amortization of those awards for the years ended December 31, 2013, 2012 and 2011:



	Years ended December 31,
	2013		2012		2011
	(millions)
Cash retention awards made	$	12	$	221	$	210
Amortization of cash retention awards included in salaries and benefits	6		216		185

Share-Based Compensation (Tables)

12 Months Ended

Dec. 31, 2013

Disclosure of Compensation Related Costs, Share-based Payments [Abstract]

Option valuation assumptions



	Years ended December 31,
	2013		2012		2011
Expected volatility	24.7	%	32.1	%	31.4	%
Expected dividends	2.6	%	3.2	%	2.5	%
Expected life (years)	4		5		6
Risk-free interest rate	1.5	%	0.9	%	2.2	%

Summary of option activity under share based compensation plans

A summary of option activity under the plans at December 31, 2013, and changes during the year then ended is presented below:



			Weighted Average Exercise		Weighted Average Remaining Contractual	Aggregate Intrinsic
(Options in thousands)	Options		Price⁽ⁱ⁾		Term	Value
						(millions)
Time-based stock options
Balance, beginning of year	10,152		$	33.44
Granted	1,612		$	42.77
Exercised	(3,697	)	$	32.10
Forfeited	(47	)	$	38.42
Expired	(37	)	$	26.68
Balance, end of year	7,983		$	35.95	4 years	$	71
Options vested or expected to vest at December 31, 2013	7,308		$	35.99	4 years	$	64
Options exercisable at December 31, 2013	3,976		$	35.38	1 year	$	37
Performance-based stock options
Balance, beginning of year	6,517		$	32.19
Exercised	(1,111	)	$	29.27
Forfeited	(146	)	$	32.40
Balance, end of year	5,260		$	32.80	4 years	$	63
Options vested or expected to vest at December 31, 2013	4,675		$	32.61	4 years	$	57
Options exercisable at December 31, 2013	2,716		$	31.48	3 years	$	36

_________________________________


⁽ⁱ⁾	Certain options are exercisable in pounds sterling and are converted to dollars using the exchange rate at December 31, 2013.

Summary of restricted stock unit activity under share based compensation plans



			Weighted Average Grant Date
(Units awarded in thousands)	Shares		Fair Value
Nonvested shares (restricted stock units)
Balance, beginning of year	2,525		$	33.80
Granted	1,377		$	44.33
Vested	(874	)	$	34.02
Forfeited	(99	)	$	33.09
Balance, end of year	2,929		$	38.71

Income Taxes (Tables)

12 Months Ended

Dec. 31, 2013

Income Tax Disclosure [Abstract]

Income from continuing operations before income taxes and interest in earnings of associates by location of taxing jurisdiction

An analysis of income from continuing operations before income taxes and interest in earnings of associates by location of the taxing jurisdiction is as follows:



	Years ended December 31,
	2013			2012			2011
	(millions)
Ireland	$	(52	)	$	(47	)	$	(39	)
US	(11		)	(615		)	(25		)
UK	282			25			(58		)
Other jurisdictions	280			300			361
Income (loss) from continuing operations before income taxes and interest in earnings of associates	$	499		$	(337	)	$	239

Provision for income taxes by location of the taxing jurisdiction

The provision for income taxes by location of the taxing jurisdiction consisted of the following:



	Years ended December 31,
	2013		2012			2011
	(millions)
Current income taxes:
US federal tax	$	7	$	3		$	5
US state and local taxes	3		1			1
UK corporation tax	28		2			(37		)
Other jurisdictions	45		41			46
Total current taxes	83		47			15
Deferred taxes:
US federal tax	10		(44		)	(6		)
US state and local taxes	1		(41		)	1
Effect of additional US valuation allowance	2		113			—
UK corporation tax	17		27			20
Other jurisdictions	9		(1		)	2
Total deferred taxes	39		54			17
Total income taxes	$	122	$	101		$	32

Reconciliation between US federal income taxes at the statutory rate and the Company's provision for income taxes on continuing operations

The reconciliation between US federal income taxes at the statutory rate and the Company’s provision for income taxes on continuing operations is as follows:



	Years ended December 31,
	2013			2012			2011
	(millions, except percentages)
Income (loss) from continuing operations before income taxes and interest in earnings of associates	$	499		$	(337	)	$	239
US federal statutory income tax rate	35		%	35		%	35		%
Income tax expense at US federal tax rate	175			(118		)	84
Adjustments to derive effective rate:
Non-deductible expenditure	19			15			15
Tax impact of internal restructurings	11			—			—
Movement in provision for unrecognized tax benefits	(1		)	6			3
Impairment of non-qualifying goodwill	—			137			—
Impact of change in tax rate on deferred tax balances	(4		)	(3		)	(3		)
Adjustment in respect of prior periods	1			6			(13		)
Effect of foreign exchange and other differences	1			2			1
Changes in valuation allowances applied to deferred tax assets	—			114			5
Net tax effect of intra-group items	(30		)	(31		)	(31		)
Tax differentials of foreign earnings:
Foreign jurisdictions	(54		)	(12		)	(31		)
US state taxes and local taxes	4			(15		)	2
Provision for income taxes	$	122		$	101		$	32

Significant components of deferred income tax assets and liabilities and their balance sheet classifications

The significant components of deferred income tax assets and liabilities and their balance sheet classifications are as follows:



	December 31,
	2013			2012
	(millions)
Deferred tax assets:
Accrued expenses not currently deductible	$	153		$	120
US state net operating losses	70			64
US federal net operating losses	—			28
UK net operating losses	3			—
Other net operating losses	5			8
UK capital losses	43			42
Accrued retirement benefits	47			101
Deferred compensation	37			48
Stock options	25			40
Gross deferred tax assets	383			451
Less: valuation allowance	(196		)	(221		)
Net deferred tax assets	$	187		$	230
Deferred tax liabilities:
Cost of intangible assets, net of related amortization	$	120		$	118
Cost of tangible assets, net of related amortization	44			51
Prepaid retirement benefits	56			35
Accrued revenue not currently taxable	23			29
Cash retention award	—			2
Tax-leasing transactions	—			1
Financial derivative transactions	3			2
Deferred tax liabilities	246			238
Net deferred tax (liability) asset	$	(59	)	$	(8	)



	December 31,
	2013			2012
	(millions)
Balance sheet classifications:
Current:
Deferred tax assets	$	15		$	13
Deferred tax liabilities	(25		)	(21		)
Net current deferred tax liabilities	(10		)	(8		)
Non-current:
Deferred tax assets	7			18
Deferred tax liabilities	(56		)	(18		)
Net non-current deferred tax liabilities	(49		)	—
Net deferred tax liabilities	$	(59	)	$	(8	)

Summary valuation allowances



	Balance at beginning of year		Additions/ (releases) charged to costs and expenses		Other movements			Foreign exchange differences			Balance at end of year
Description	Balance at beginning of year		Additions/ (releases) charged to costs and expenses		Other movements			Foreign exchange differences			Balance at end of year
	(millions)
Year Ended December 31, 2013
Deferred tax valuation allowance	$	221	$	15	$	(40	)	$	—		$	196
Year Ended December 31, 2012
Deferred tax valuation allowance	102		110		12			(3		)	221
Year Ended December 31, 2011
Deferred tax valuation allowance	87		—		15			—			102

Reconciliation of the beginning and ending amounts of unrecognized tax benefits

A reconciliation of the beginning and ending amounts of unrecognized tax benefits is as follows:



	2013			2012			2011
	(millions)
Balance at January 1	$	37		$	16		$	13
Reductions due to a lapse of the applicable statute of limitation	(5		)	(3		)	—
Increases for positions taken in current period	9			8			—
Increases for positions taken in prior periods	—			16			—
Other movements	—			—			3
Balance at December 31	$	41		$	37		$	16

Basic and diluted earnings per share

Tabular disclosure of tax positions taken in the tax returns filed or to be filed for which it is more likely than not that the tax position will not be sustained upon examination by taxing authorities (i.e., uncertain tax positions) and other types of income tax contingencies, including: (1) the policy on classification of interest and penalties; (2) a tabular reconciliation of the total amounts of unrecognized tax benefits at the beginning and end of the period; the total amount(s) of: (3) unrecognized tax benefits that, if recognized, would affect the effective tax rate, and (4) interest and penalties recognized in each of the income statement and balance sheet; (5) for positions for which it is reasonably possible that the total amounts unrecognized will significantly change within 12 months of the reporting date the: (i) nature of the uncertainty, (ii) nature of the event that could occur that would cause the change, and (iii) an estimate of the range of the reasonably possible change or a statement that an estimate of the range cannot be made; and (6) a description of tax years that remain subject to examination by major tax jurisdictions.

+ References+ Details

Earnings Per Share (Tables)

12 Months Ended

Dec. 31, 2013

Earnings Per Share [Abstract]



	Years ended December 31,
	2013			2012			2011
	(millions, except per share data)
Net income (loss) attributable to Willis Group Holdings	$	365		$	(446	)	$	204
Basic average number of shares outstanding	176			173			173
Dilutive effect of potentially issuable shares	3			—			3
Diluted average number of shares outstanding	179			173			176
Basic earnings per share:
Continuing operations	$	2.07		$	(2.58	)	$	1.17
Discontinued operations	—			—			0.01
Net income (loss) attributable to Willis Group Holdings shareholders	$	2.07		$	(2.58	)	$	1.18
Dilutive effect of potentially issuable shares	(0.03		)	—			(0.02		)
Diluted earnings per share:
Continuing operations	$	2.04		$	(2.58	)	$	1.15
Discontinued operations	—			—			0.01
Net income (loss) attributable to Willis Group Holdings shareholders	$	2.04		$	(2.58	)	$	1.16

Fixed Assets, Net (Tables)

12 Months Ended

Dec. 31, 2013

Property, Plant and Equipment [Abstract]

Analysis of fixed asset activity



	Land and buildings ⁽ⁱ⁾			Leasehold improvements			Furniture and equipment			Total
	(millions)
Cost: at January 1, 2012	$	73		$	210		$	509		$	792
Additions	3			16			116			135
Disposals	—			(4		)	(59		)	(63		)
Foreign exchange	2			5			10			17
Cost: at December 31, 2012	78			227			576			881
Additions	10			22			80			112
Disposals	—			(7		)	(43		)	(50		)
Foreign exchange	1			—			5			6
Cost: at December 31, 2013	$	89		$	242		$	618		$	949

Depreciation: at January 1, 2012	$	(28	)	$	(61	)	$	(297	)	$	(386	)
Depreciation expense provided	(3		)	(17		)	(59		)	(79		)
Disposals	—			4			56			60
Foreign exchange	(1		)	(1		)	(6		)	(8		)
Depreciation: at December 31, 2012	(32		)	(75		)	(306		)	(413		)
Depreciation expense provided	(3		)	(18		)	(73		)	(94		)
Disposals	—			6			36			42
Foreign exchange	(1		)	—			(2		)	(3		)
Depreciation: at December 31, 2013	$	(36	)	$	(87	)	$	(345	)	$	(468	)
Net book value:
At December 31, 2012	$	46		$	152		$	270		$	468

At December 31, 2013	$	53		$	155		$	273		$	481

_________________________________


⁽ⁱ⁾	Included within land and buildings are assets held under capital leases: At December 31, 2013, cost and accumulated depreciation were $31 million and $6 million respectively (2012: $25 million and $4 million, respectively; 2011: $23 million and $2 million respectively). Depreciation in the year ended December 31, 2013 was $2 million (2012: $1 million; 2011: $1 million).

Goodwill (Tables)

12 Months Ended

Dec. 31, 2013

Goodwill and Intangible Assets Disclosure [Abstract]

Changes in the carrying amount of goodwill by operating segment

The changes in the carrying amount of goodwill by segment for the years ended December 31, 2013 and 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
Purchase price allocation adjustments	—		(1		)	—			(1		)
Goodwill acquired during the year	15		—			1			16
Goodwill disposed of during the year	—		(14		)	—			(14		)
Other movements ⁽ⁱ⁾	—		(1		)	—			(1		)
Foreign exchange	3		—			8			11
Balance at December 31, 2013
Goodwill, gross	1,145		1,776			409			3,330
Accumulated impairment losses	—		(492		)	—			(492		)
Goodwill, net	$	1,145	$	1,284		$	409		$	2,838

_________________________________


⁽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 (Tables)

12 Months Ended

Dec. 31, 2013

Goodwill and Intangible Assets Disclosure [Abstract]

Summary of major classes of amortizable intangible assets



	December 31, 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	$	671	$	(326	)	$	345	$	717	$	(340	)	$	377
Client Lists	3		(1		)	2		3		(1		)	2
Non-compete Agreements	4		(1		)	3		3		—			3
Trade Names	2		(1		)	1		11		(10		)	1
Total Customer and Marketing Related	680		(329		)	351		734		(351		)	383
Contract based, Technology and Other	5		(3		)	2		4		(2		)	2
Total amortizable intangible assets	$	685	$	(332	)	$	353	$	738	$	(353	)	$	385

Estimated aggregate amortization of intangible assets for each of the next five years



	(millions)
2014	$	50
2015	43
2016	38
2017	33
2018	29
Thereafter	160
Total	$	353

Investments in Associates (Tables)

12 Months Ended

Dec. 31, 2013

Equity Method Investments and Joint Ventures [Abstract]

Approximate interest in the outstanding stock of the more significant associates



		December 31,
	Country	2013		2012
Al-Futtaim Willis Co. L.L.C.	Dubai	49	%	49	%
GS & Cie Groupe	France	30	%	30	%

Condensed financial information for associates



	2013			2012			2011
	(millions)
Condensed statements of operations data ⁽ⁱ⁾:
Total revenues	$	502		$	497		$	527
(Loss) income before income taxes	(48		)	(17		)	5
Net loss	(36		)	(14		)	(2		)
Condensed balance sheets data ⁽ⁱ⁾:
Total assets	1,685			1,670			1,882
Total liabilities	1,611			1,559			1,736
Stockholders’ equity	74			111			146

_________________________________


⁽ⁱ⁾	Disclosure is based on the Company’s best estimate of the results of its associates and is subject to change upon receipt of their financial statements for 2013.

Pension Plans (Tables)

12 Months Ended

Dec. 31, 2013

Amounts recognized in accumulated other comprehensive loss



	UK Pension Benefits						US Pension Benefits
	2013			2012			2013		2012
				(millions)
Net actuarial loss	$	815		$	831		$	233	$	332
Prior service gain	(24		)	(29		)	—		—

Components of the net periodic benefit cost and other amounts



	Years ended December 31,
	UK Pension Benefits									US Pension Benefits
	2013			2012			2011			2013			2012			2011
							(millions)
Components of net periodic benefit (income) cost:
Service cost	$	37		$	35		$	36		$	—		$	—		$	—
Interest cost	109			108			106			38			41			41
Expected return on plan assets	(191		)	(181		)	(161		)	(51		)	(46		)	(44		)
Amortization of unrecognized prior service gain	(5		)	(6		)	(5		)	—			—			—
Amortization of unrecognized actuarial loss	45			39			30			9			8			3
Net periodic benefit (income) cost	$	(5	)	$	(5	)	$	6		$	(4	)	$	3		$	—
Other changes in plan assets and benefit obligations recognized in other comprehensive income (loss):
Net actuarial loss (gain)	$	15		$	141		$	164		$	(90	)	$	37		$	137
Amortization of unrecognized actuarial loss	(45		)	(39		)	(30		)	(9		)	(8		)	(3		)
Prior service gain	—			—			(10		)	—			—			—
Amortization of unrecognized prior service gain	5			6			5			—			—			—
Total recognized in other comprehensive income (loss)	$	(25	)	$	108		$	129		$	(99	)	$	29		$	134
Total recognized in net periodic benefit cost and other comprehensive income	$	(30	)	$	103		$	135		$	(103	)	$	32		$	134

Estimated net loss and prior service cost to be amortized from accumulated other comprehensive loss into net periodic benefit cost



	UK Pension Benefits			US Pension Benefits
	(millions)
Estimated net loss	$	42		$	6
Prior service gain	(3		)	—

Schedule of other information concerning defined benefit pension plans



	Years ended December 31,
	UK Pension Benefits				US Pension Benefits
	2013		2012		2013		2012
Weighted-average assumptions to determine benefit obligations:
Discount rate	4.4	%	4.4	%	4.8	%	4.1	%
Rate of compensation increase	3.2	%	2.3	%	N/A		N/A
Weighted-average assumptions to determine net periodic benefit cost:
Discount rate	4.4	%	4.8	%	4.1	%	4.6	%
Expected return on plan assets	7.3	%	7.5	%	7.3	%	7.3	%
Rate of compensation increase	2.3	%	2.1	%	N/A		N/A

Pension plan asset allocations based on fair values



	Years ended December 31,
	UK Pension Benefits				US Pension Benefits
Asset Category	2013		2012		2013		2012
Equity securities	36	%	41	%	52	%	49	%
Debt securities	38	%	37	%	46	%	50	%
Hedge funds	17	%	17	%	—	%	—	%
Real estate	3	%	3	%	—	%	—	%
Cash	6	%	2	%	—	%	—	%
Other	—	%	—	%	2	%	1	%
Total	100	%	100	%	100	%	100	%

Changes in the UK pension plan's Level 3 assets



	UK Pension
	Plan
	Level 3
	(millions)
Balance at January 1, 2012	$	476
Purchases, sales, issuances and settlements, net	(2		)
Unrealized and realized gains relating to instruments still held at end of year	17
Foreign exchange	16
Balance at December 31, 2012	$	507
Purchases, sales, issuances and settlements, net	121
Unrealized and realized gains relating to instruments still held at end of year	29
Foreign exchange	12
Balance at December 31, 2013	$	669

Expected future benefit payments



Expected future benefit payments	UK Pension Benefits	US Pension Benefits
	(millions)
2014	84	38
2015	88	42
2016	89	44
2017	93	46
2018	94	49
2019-2023	518	271

UK Pension Plan [Member]

Schedule of defined benefit pension plan assets fair value measured on a recurring basis



	UK Pension Plan
December 31, 2013	Level 1		Level 2		Level 3		Total
			(millions)
Equity securities:
US equities	$	659	$	81	$	—	$	740
UK equities	239		17		—		256
Other equities	40		63		—		103
Fixed income securities:
US Government bonds	31		—		—		31
UK Government bonds	656		—		—		656
Other Government bonds	7		—		100		107
UK corporate bonds	75		—		—		75
Other corporate bonds	151		—		—		151
Derivatives	—		154		—		154
Real estate	—		—		92		92
Cash	163		—		—		163
Other investments:
Hedge funds	—		28		477		505
Other	—		28		—		28
Total	$	2,021	$	371	$	669	$	3,061



	UK Pension Plan
December 31, 2012	Level 1		Level 2		Level 3		Total
			(millions)
Equity securities:
US equities	$	492	$	108	$	—	$	600
UK equities	317		59		—		376
Other equities	28		97		—		125
Fixed income securities:
US Government bonds	11		—		—		11
UK Government bonds	625		—		—		625
Other Government bonds	13		—		—		13
UK corporate bonds	112		—		—		112
Other corporate bonds	29		—		—		29
Derivatives	—		217		—		217
Real estate	—		—		76		76
Cash	53		—		—		53
Other investments:
Hedge funds	—		27		431		458
Other	8		13		—		21
Total	$	1,688	$	521	$	507	$	2,716

US Pension Plan [Member]

Schedule of defined benefit pension plan assets fair value measured on a recurring basis



	US Pension Plan
December 31, 2013	Level 1		Level 2		Level 3		Total
			(millions)
Equity securities:
US equities	$	120	$	125	$	—	$	245
Non US equities	116		33		—		149
Fixed income securities:
US Government bonds	—		55		—		55
US corporate bonds	—		151		—		151
International fixed income securities	58		42		—		100
Municipal & Non US government bonds	—		30		—		30
Other investments:
Mortgage backed securities	—		12		—		12
Other	9		6		—		15
Total	$	303	$	454	$	—	$	757



	US Pension Plan
December 31, 2012	Level 1		Level 2		Level 3		Total
			(millions)
Equity securities:
US equities	$	144	$	78	$	—	$	222
Non US equities	98		27		—		125
Fixed income securities:
US Government bonds	—		69		—		69
US corporate bonds	—		144		—		144
International fixed income securities	52		39		—		91
Municipal & Non US government bonds	—		35		—		35
Other investments:
Mortgage backed securities	—		13		—		13
Other	3		6		—		9
Total	$	297	$	411	$	—	$	708

US and UK Pension Plan [Member]

Schedule of defined benefit pension plans



	UK Pension Benefits						US Pension Benefits
	2013			2012			2013			2012
	(millions)
Change in benefit obligation:
Benefit obligation, beginning of year	$	2,582		$	2,217		$	958		$	895
Service cost	37			35			—			—
Interest cost	109			108			38			41
Employee contributions	2			2			—			—
Actuarial loss (gain)	79			186			(81		)	71
Benefits paid	(78		)	(77		)	(51		)	(49		)
Foreign currency changes	54			111			—			—
Benefit obligations, end of year	2,785			2,582			864			958
Change in plan assets:
Fair value of plan assets, beginning of year	2,716			2,353			708			637
Actual return on plan assets	255			226			60			80
Employee contributions	2			2			—			—
Employer contributions	100			92			40			40
Benefits paid	(78		)	(77		)	(51		)	(49		)
Foreign currency changes	66			120			—			—
Fair value of plan assets, end of year	3,061			2,716			757			708
Funded status at end of year	$	276		$	134		$	(107	)	$	(250	)
Components on the Consolidated Balance Sheets:
Pension benefits asset	$	276		$	134		$	—		$	—
Liability for pension benefits	—			—			(107		)	(250		)

International Pension Benefits [Member]

Schedule of defined benefit pension plans



	Other defined benefit plans
	2013			2012
	(millions)
Change in benefit obligation:
Benefit obligation, beginning of year	$	180		$	131
Service cost	3			3
Interest cost	7			7
Actuarial (gain) loss	(5		)	30
Benefits paid	(6		)	(6		)
Employee contributions	—			1
Reclassification from other non-current liabilities ⁽ⁱ⁾	10			9
Foreign currency changes	6			5
Benefit obligations, end of year	195			180
Change in plan assets:
Fair value of plan assets, beginning of year	150			128
Actual return on plan assets	9			11
Employer contributions	10			11
Employee contributions	—			1
Benefits paid	(6		)	(6		)
Foreign currency changes	5			5
Fair value of plan assets, end of year	168			150
Funded status at end of year	$	(27	)	$	(30	)
Components on the Consolidated Balance Sheets:
Pension benefits asset	$	2		$	2
Liability for pension benefits	$	(29	)	$	(32	)

_________________________________


⁽ⁱ⁾	Transfer in of benefit obligation for UK unfunded and US non-qualified plans from non-current other liabilities.

Amounts recognized in accumulated other comprehensive loss



	Other defined benefit plans
	2013			2012			2011
	(millions)
Components of net periodic benefit cost:
Service cost	$	3		$	3		$	4
Interest cost	7			7			7
Expected return on plan assets	(6		)	(6		)	(6		)
Amortization of unrecognized actuarial loss	1			—			1
Curtailment gain	—			—			(1		)
Net periodic benefit cost	$	5		$	4		$	5
Other changes in plan assets and benefit obligations recognized in other comprehensive income (loss):
Amortization of unrecognized actuarial loss	$	(1	)	$	—		$	(1	)
Net actuarial (gain) loss	(8		)	25			2
Total recognized in other comprehensive (income) loss	(9		)	25			1
Total recognized in net periodic benefit cost and other comprehensive (income) loss	$	(4	)	$	29		$	6

Schedule of other information concerning defined benefit pension plans



	Other defined benefit plans
	2013	2012
Weighted-average assumptions to determine benefit obligations:
Discount rate	3.30% - 4.40%	2.50% - 3.75%
Rate of compensation increase	2.00% - 2.50%	2.00%
Weighted-average assumptions to determine net periodic benefit cost:
Discount rate	2.50% - 4.40%	3.30% - 5.30%
Expected return on plan assets	2.00% - 4.66%	2.00% - 5.73%
Rate of compensation increase	2.00% - 2.50%	2.50% - 3.00%

Pension plan asset allocations based on fair values



	Other defined benefit plans
Asset Category	2013		2012
Equity securities	35	%	35	%
Debt securities	39	%	39	%
Real estate	3	%	3	%
Derivatives	14	%	16	%
Other	9	%	7	%
Total	100	%	100	%



	Other defined benefit plans
December 31, 2013	Level 1		Level 2		Level 3		Total
			(millions)
Equity securities:
US equities	$	29	$	—	$	—	$	29
UK equities	5		—		—		5
Overseas equities	26		—		—		26
Fixed income securities:
Other Government bonds	61		—		—		61
Corporate bonds	4		—		—		4
Derivative instruments	—		23		—		23
Real estate	—		—		5		5
Cash	8		—		—		8
Other investments:
Other investments	—		—		7		7
Total	$	133	$	23	$	12	$	168



	Other defined benefit plans
December 31, 2012	Level 1		Level 2		Level 3		Total
			(millions)
Equity securities:
US equities	$	24	$	—	$	—	$	24
UK equities	5		—		—		5
Overseas equities	22		—		1		23
Fixed income securities:
Other Government bonds	49		—		—		49
Corporate bonds	—		9		—		9
Derivative instruments	—		24		—		24
Real estate	—		—		5		5
Cash	5		—		—		5
Other investments:
Other investments	—		1		5		6
Total	$	105	$	34	$	11	$	150

Expected future benefit payments



	Other defined benefit plans
	Pension
Expected future benefit payments	Benefits
	(millions)
2014	$	6
2015	6
2016	6
2017	6
2018	7
2019-2023	35

Debt (Tables)

12 Months Ended

Dec. 31, 2013

Debt Disclosure [Abstract]

Short term debt and current portion of long-term debt



	December 31,
	2013		2012
	(millions)
Current portion of 7-year term loan facility expires 2018	$	15	$	15

Analysis of interest expense



	December 31,
	2013		2012
	(millions)
7-year term loan facility expires 2018	$	259	$	274
5.625% senior notes due 2015	148		350
Fair value adjustment on 5.625% senior notes due 2015	4		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	274		—
3-year term loan facility expires 2015	1		1
	$	2,311	$	2,338



	Year ended December 31,
	2013		2012		2011
	(millions)
5.625% senior notes due 2015	$	12	$	12	$	12
12.875% senior notes due 2016	—		—		15
4.125% senior notes due 2016	13		13		10
6.200% senior notes due 2017	33		38		38
7.000% senior notes due 2019	18		21		21
5.750% senior notes due 2021	29		29		23
4.625% senior notes due 2023	4		—		—
6.125% senior notes due 2043	6		—		—
7-year term loan facility expires 2018	6		6		—
5-year term loan facility repaid 2011	—		—		14
Revolving $800 million credit facility	2		1		—
Revolving $300 million credit facility	—		—		4
Other⁽ⁱ⁾	3		8		19
Total interest expense	$	126	$	128	$	156

_________________________________


⁽ⁱ⁾	In 2013, Other includes $nil (2012: $nil; 2011:$10 million ) relating to the write-off of unamortized debt issuance fees.

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.

Provisions for Liabilities [Abstract]

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

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-Number 210

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-Article 5

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

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+ Details

Provisions for Liabilities (Tables)

12 Months Ended

Dec. 31, 2013

Analysis of movements on provisions for liabilities



	Claims, lawsuits and other proceedings⁽ⁱ⁾			Other provisions⁽ⁱⁱ⁾			Total
				(millions)
Balance at January 1, 2012	$	158		$	38		$	196
Net provisions made during the year	23			(2		)	21
Utilized in the year	(31		)	(10		)	(41		)
Foreign currency translation adjustment	2			2			4
Balance at December 31, 2012	$	152		$	28		$	180
Net provisions made during the year	28			6			34
Balances transferred in during the year ⁽ⁱⁱⁱ⁾	—			13			13
Utilized in the year	(17		)	(6		)	(23		)
Foreign currency translation adjustment	1			1			2
Balance at December 31, 2013	$	164		$	42		$	206

_________________________________

⁽ⁱ⁾


⁽ⁱⁱ⁾	The ‘Other’ category includes amounts relating to vacant property provisions of $10 million (2012: $13 million).


⁽ⁱⁱⁱ⁾	Provisions held in the UK for ongoing post placement services, long term disability provisions and legal claim provisions all previously recognized within Deferred Revenue and Accrued Expenses were transferred to Provisions for Liabilities during 2013.

Commitments and Contingencies (Tables)

12 Months Ended

Dec. 31, 2013

Commitments and Contingencies Disclosure [Abstract]

Contractual obligations



	Payments due by
Obligations ⁽ⁱⁱⁱ⁾	Total		2014		2015-2016		2017-2018		After 2018
	(millions)
7-year term loan facility expires 2018	$	274	$	15	$	39	$	220	$	—
Interest on term loan	19		5		9		5		—
Revolving $800 million credit facility commitment fees	9		2		4		3		—
5.625% senior notes due 2015	148		—		148		—		—
Fair value adjustments on 5.625% senior notes due 2015	4		—		4		—		—
4.125% senior notes due 2016	300		—		300		—		—
6.200% senior notes due 2017	394		—		—		394		—
7.000% senior notes due 2019	187		—		—		—		187
5.750% senior notes due 2021	500		—		—		—		500
4.625% senior notes due 2023	250		—		—		—		250
6.125% senior notes due 2043	275		—		—		—		275
Interest on senior notes	1,011		115		209		146		541
Total debt and related interest	3,371		137		713		768		1,753
Operating leases⁽ⁱ⁾	1,235		131		213		167		724
Pensions	566		122		244		161		39
Other contractual obligations⁽ⁱⁱ⁾	91		24		16		12		39
Total contractual obligations	$	5,263	$	414	$	1,186	$	1,108	$	2,555

_________________________________


⁽ⁱ⁾	Presented gross of sublease income.


⁽ⁱⁱ⁾	Other contractual obligations include capital lease commitments, put option obligations and investment fund capital call obligations, the timing of which are included at the earliest point they may fall due.


⁽ⁱⁱⁱ⁾	The above excludes $41 million of liabilities for unrecognized tax benefits as the Company is unable to reasonably predict the timing of settlement of these liabilities

Future minimum rental commitments under all non-cancellable operating lease agreements



	Gross rental commitments		Rentals from subleases			Net rental commitments
			(millions)
2014	$	131	$	(15	)	$	116
2015	114		(14		)	100
2016	99		(13		)	86
2017	88		(12		)	76
2018	79		(8		)	71
Thereafter	724		(16		)	708
Total	$	1,235	$	(78	)	$	1,157

Accumulated Other Comprehensive Loss, Net of Tax (Tables)

12 Months Ended

Dec. 31, 2013

Components of comprehensive income (loss)

The components of other comprehensive income (loss) are as follows:



	December 31, 2013									December 31, 2012									December 31, 2011
	Before tax amount			Tax			Net of tax amount			Before tax amount			Tax			Net of tax amount			Before tax amount			Tax			Net of tax amount
	(millions)
Other comprehensive income:
Foreign currency translation adjustments	$	20		$	—		$	20		$	46		$	—		$	46		$	(29	)	$	—		$	(29	)
Pension funding adjustments:
Foreign currency translation on pension funding adjustments	(15		)	5			(10		)	(31		)	9			(22		)	8			—			8
Net actuarial gain (loss)	83			2			85			(203		)	36			(167		)	(303		)	95			(208		)
Prior service gain	—			—			—			—			—			—			10			(3		)	7
Amortization of unrecognized actuarial loss	55			(9		)	46			47			(9		)	38			34			(9		)	25
Amortization of unrecognized prior service gain	(5		)	1			(4		)	(6		)	1			(5		)	(5		)	1			(4		)
	118			(1		)	117			(193		)	37			(156		)	(256		)	84			(172		)
Derivative instruments:
Gain on interest rate swaps (effective element)	—			—			—			3			(1		)	2			13			(3		)	10
Interest rate reclassification adjustment	(5		)	1			(4		)	(5		)	1			(4		)	(14		)	4			(10		)
Gain on forward exchange contracts (effective element)	10			(2		)	8			11			(2		)	9			3			(1		)	2
Forward exchange contract reclassification adjustment	1			—			1			(4		)	1			(3		)	(7		)	2			(5		)
Gain on treasury lock (effective element)	19			(4		)	15			—			—			—			—			—			—
	25			(5		)	20			5			(1		)	4			(5		)	2			(3		)
Other comprehensive income (loss)	163			(6		)	157			(142		)	36			(106		)	(290		)	86			(204		)
Less: Other comprehensive income attributable to noncontrolling interests	—			—			—			—			—			—			1			—			1
Other comprehensive income (loss) attributable to Willis Group Holdings	$	163		$	(6	)	$	157		$	(142	)	$	36		$	(106	)	$	(289	)	$	86		$	(203	)

Components of accumulated other comprehensive loss, net of tax



	Net foreign currency translation adjustment			Pension funding adjustment			Net unrealized gain on derivative instruments			Total
	(millions)
Balance, December 31, 2010	$	(52	)	$	(503	)	$	14		$	(541	)
Other comprehensive (loss) income before reclassifications	(28		)	(193		)	12			(209		)
Amounts reclassified from accumulated other comprehensive income	—			21			(15		)	6
Net current year other comprehensive income (loss), net of tax and noncontrolling interests	(28		)	(172		)	(3		)	(203		)
Balance, December 31, 2011	$	(80	)	$	(675	)	$	11		$	(744	)
Other comprehensive income (loss) before reclassifications	46			(189		)	11			(132		)
Amounts reclassified from accumulated other comprehensive income	—			33			(7		)	26
Net current year other comprehensive income (loss), net of tax and noncontrolling interests	46			(156		)	4			(106		)
Balance, December 31, 2012	$	(34	)	$	(831	)	$	15		$	(850	)
Other comprehensive income (loss) before reclassifications	20			75			23			118
Amounts reclassified from accumulated other comprehensive income	—			42			(3		)	39
Net current year other comprehensive income (loss), net of tax and noncontrolling interests	20			117			20			157
Balance, December 31, 2013	$	(14	)	$	(714	)	$	35		$	(693	)

Schedule of amounts reclassified out of accumulated other comprehensive income

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
	Years ended December 31,
	2013			2012			2011
	(millions)
Gains and losses on cash flow hedges (Note 26)
Interest rate swaps	$	(5	)	$	(5	)	$	(14	)	Investment income
Foreign exchange contracts	1			(4		)	(7		)	Other operating expenses
	(4		)	(9		)	(21		)	Total before tax
Tax	1			2			6
	$	(3	)	$	(7	)	$	(15	)	Net of tax
Amortization of defined benefit pension items (Note 19)
Prior service gain	$	(5	)	$	(6	)	$	(5	)	Salaries and benefits
Net actuarial loss	55			47			34			Salaries and benefits
	50			41			29			Total before tax
Tax	(8		)	(8		)	(8		)
	$	42		$	33		$	21		Net of tax

Total reclassifications for the period	$	39		$	26		$	6

Equity and Noncontrolling Interest (Tables)

12 Months Ended

Dec. 31, 2013

Equity and noncontrolling interests



	December 31, 2013									December 31, 2012									December 31, 2011
	Willis Group Holdings’ stockholders			Noncontrolling interests			Total equity			Willis Group Holdings’ stockholders			Noncontrolling interests			Total equity			Willis Group Holdings’ stockholders			Noncontrolling interests			Total equity
	(millions)
Balance at January 1,	$	1,699		$	26		$	1,725		$	2,486		$	31		$	2,517		$	2,577		$	31		$	2,608
Comprehensive income:
Net income (loss)	365			12			377			(446		)	13			(433		)	204			16			220
Other comprehensive income (loss), net of tax	157			—			157			(106		)	—			(106		)	(203		)	(1		)	(204		)
Comprehensive income (loss)	522			12			534			(552		)	13			(539		)	1			15			16
Dividends	(197		)	(10		)	(207		)	(187		)	(11		)	(198		)	(180		)	(15		)	(195		)
Additional paid-in capital	195			—			195			81			—			81			88			—			88
Repurchase of shares ⁽ⁱ⁾	—			—			—			(100		)	—			(100		)	—			—			—
Purchase of subsidiary shares from noncontrolling interests	(4		)	—			(4		)	(31		)	(8		)	(39		)	—			—			—
Additional noncontrolling interests	—			—			—			2			1			3			—			—			—
Balance at December 31,	$	2,215		$	28		$	2,243		$	1,699		$	26		$	1,725		$	2,486		$	31		$	2,517

_________________________________


⁽ⁱ⁾	Based on settlement date the Company repurchased 2,796,546 shares at an average price of $35.87 in 2012.

Effects of changes in ownership interest in subsidiaries



	Years ended December 31,
	2013			2012			2011
				(millions)
Net income (loss) attributable to Willis Group Holdings	$	365		$	(446	)	$	204
Transfers from noncontrolling interest:
Decrease in Willis Group Holdings’ paid-in capital for purchase of noncontrolling interest	(4		)	(31		)	—
Increase in Willis Group Holdings’ paid-in capital for sale of noncontrolling interest	—			2			—
Net transfers from noncontrolling interest	(4		)	(29		)	—
Change from net income (loss) attributable to Willis Group Holdings and transfers from noncontrolling interests	$	361		$	(475	)	$	204

Derivative Financial Instruments and Hedging Activities (Tables)

12 Months Ended

Dec. 31, 2013

Derivative Instruments and Hedging Activities Disclosure [Abstract]

Foreign currency risk



	December 31,
	Sell 2013⁽ⁱ⁾		Sell 2012
	(millions)
US dollar	$	303	$	255
Euro	97		55
Japanese yen	35		32

_________________________________


⁽ⁱ⁾	Forward exchange contracts range in maturity from 2014 to 2015.

Derivative financial and hedging instruments



		Fair value
	Balance sheet	December 31,		December 31,
Derivative financial instruments designated as hedging instruments:	classification	2013		2012
		(millions)
Assets:
Interest rate swaps (fair value hedges)	Other assets	—		22
Forward exchange contracts	Other assets	23		9
Total derivatives designated as hedging instruments		$	23	$	31
Liabilities:
Forward exchange contracts	Other liabilities	2		—
Total derivatives designated as hedging instruments		$	2	$	—

Derivatives in cash flow hedging relationships



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)
Year Ended December 31, 2013
Interest rate swaps	$	—	Investment income	$	(5	)	Other operating expenses	$	—
Treasury locks	19		Interest expense	—			Interest expense	2
Forward exchange contracts	10		Other operating expenses	1			Interest expense	1
Total	$	29		$	(4	)		$	3
Year Ended December 31, 2012
Interest rate swaps	$	3	Investment income	$	(5	)	Other operating expenses	$	—
Forward exchange contracts	11		Other operating expenses	(4		)	Interest expense	1
Total	$	14		$	(9	)		$	1
Year Ended December 31, 2011
Interest rate swaps	$	13	Investment income	$	(14	)	Other operating expenses	$	—
Forward exchange contracts	3		Other operating expenses	(7		)	Interest expense	(2		)
Total	$	16		$	(21	)		$	(2	)

_________________________________

Amounts above shown gross of tax.


⁽ⁱ⁾	OCI means other comprehensive income.

Derivative in fair value hedging relationships



Derivatives 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)
Year Ended December 31, 2013
Interest rate swaps	5.625% senior notes due 2015	$	—		$	—		$	—
Year Ended December 31, 2012
Interest rate swaps	5.625% senior notes due 2015	$	(3	)	$	2		$	1
Year Ended December 31, 2011
Interest rate swaps	5.625% senior notes due 2015	$	7		$	(8	)	$	1

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



Derivatives no longer in fair value hedging relationships	Hedged item in fair value hedging relationship	Loss recognized for derivative			Amortization or prior loss recognized on hedged item		Net gain recognized ⁽ⁱ⁾
		(millions)
Year Ended December 31, 2013
Interest rate swaps	5.625% senior notes due 2015	$	(5	)	$	14	$	9
Year Ended December 31, 2012
Interest rate swaps	5.625% senior notes due 2015	$	—		$	—	$	—
Year Ended December 31, 2011
Interest rate swaps	5.625% senior notes due 2015	$	—		$	—	$	—

____________________

⁽ⁱ⁾ The net gain was included entirely in interest expense, except for $7 million in the year ended December 31, 2013 which formed part of the loss on extinguishment of debt.

Fair Value Measurement (Tables)

12 Months Ended

Dec. 31, 2013

Fair Value Disclosures [Abstract]

Assets and liabilities measured at fair value on a recurring basis



	December 31, 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	$	796	$	—	$	—	$	796
Fiduciary funds (included within Fiduciary assets)	1,662		—		—		1,662
Derivative financial instruments	—		23		—		23
Total assets	$	2,458	$	23	$	—	$	2,481
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

Summary of the estimated fair value of the company's financial instruments held or issued to finance the company's operations



	December 31,
	2013				2012
	Carrying amount		Fair value		Carrying amount		Fair value
			(millions)
Assets:
Derivative financial instruments	$	23	$	23	$	31	$	31
Liabilities:
Short-term debt	$	15	$	15	$	15	$	15
Long-term debt	2,311		2,444		2,338		2,576
Derivative financial instruments	2		2		—		—

Information regarding operating segments

Tabular disclosure of the fair value of financial instruments, including financial assets and financial liabilities, and the measurements of those instruments, assets, and liabilities.

+ References+ Details

Segment Information (Tables)

12 Months Ended

Dec. 31, 2013

Segment Reporting [Abstract]



	Commissions and fees		Investment income		Other income		Total revenues		Depreciation and amortization		Operating income (loss)			Interest in earnings of associates, net of tax
							(millions)
Year Ended December 31, 2013
Global	$	1,188	$	3	$	—	$	1,191	$	31	$	334		$	—
North America	1,377		2		7		1,386		37		269			—
International	1,068		10		—		1,078		21		181			—
Total Retail	2,445		12		7		2,464		58		450			—
Total Operating Segments	3,633		15		7		3,655		89		784			—
Corporate and Other⁽ⁱ⁾	—		—		—		—		60		(99		)	—
Total Consolidated	$	3,633	$	15	$	7	$	3,655	$	149	$	685		$	—

Year Ended December 31, 2012
Global	$	1,124	$	5	$	—	$	1,129	$	27	$	372		$	—
North America	1,306		3		4		1,313		31		240			—
International	1,028		10		—		1,038		21		183			5
Total Retail	2,334		13		4		2,351		52		423			5
Total Operating Segments	3,458		18		4		3,480		79		795			5
Corporate and Other⁽ⁱ⁾	—		—		—		—		59		(1,004		)	—
Total Consolidated	$	3,458	$	18	$	4	$	3,480	$	138	$	(209	)	$	5

Year Ended December 31, 2011
Global	$	1,073	$	9	$	—	$	1,082	$	23	$	352		$	—
North America	1,314		7		2		1,323		28		271			—
International	1,027		15		—		1,042		18		221			12
Total Retail	2,341		22		2		2,365		46		492			12
Total Operating Segments	3,414		31		2		3,447		69		844			12
Corporate and Other⁽ⁱ⁾	—		—		—		—		73		(278		)	—
Total Consolidated	$	3,414	$	31	$	2	$	3,447	$	142	$	566		$	12

_________________________________


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

Corporate and other information



	Years ended December 31,
	2013			2012			2011
	(millions)
Amortization of intangible assets	$	(55	)	$	(59	)	$	(68	)
Additional incentive accrual for change in remuneration policy^(a)	—			(252		)	—
Write-off of unamortized cash retention awards debtor ^(b)	—			(200		)	—
Goodwill impairment charge ^(c)	—			(492		)	—
India joint venture settlement ^(d)	—			(11		)	—
Insurance recovery^(e)	—			10			—
Write-off of uncollectible accounts receivable balance in Chicago ^(f)	—			(13		)	(22		)
Net gain (loss) on disposal of operations^(d)	2			(3		)	4
Foreign exchange hedging	3			8			5
Foreign exchange gain (loss) on the UK pension plan asset	8			(1		)	—
2011 Operational Review	—			—			(180		)
FSA regulatory settlement	—			—			(11		)
Expense Reduction Initiative	(46		)	—			—
Fees related to the extinguishment of debt^(h)	(1		)	—			—
Other^(g)	(10		)	9			(6		)
Total Corporate and Other	$	(99	)	$	(1,004	)	$	(278	)

_________________________________


^(a)	Additional incentive accrual recognized following the replacement of annual incentive awards with annual cash bonuses which will not feature a repayment requirement.


^(b)	Write-off of unamortized cash retention award debtor following the decision to eliminate the repayment requirement on past awards.


^(c)	Non-cash charge recognized related to the impairment of the carrying value of the North America reporting unit's goodwill.


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


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

^(f)


^(g)	Other includes $7 million (2012: $7 million, 2011: $12 million) from the release of funds and reserves related to potential legal liabilities.


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

Total consolidated operating income



	Years ended December 31,
	2013			2012			2011
	(millions)
Total consolidated operating income	$	685		$	(209	)	$	566
Make-whole on repurchase and redemption of senior notes and write-off of unamortized debt issuance costs	—			—			(171		)
Loss on extinguishment of debt	(60		)	—			—
Interest expense	(126		)	(128		)	(156		)
Income (loss) from continuing operations before income taxes and interest in earnings of associates	$	499		$	(337	)	$	239

Operating segment revenue by product



	Years ended December 31,
	2013		2012		2011		2013		2012		2011		2013		2012		2011		2013		2012		2011
	Global						North America						International						Total
	(millions)
Commissions and fees:
Retail insurance services	$	—	$	—	$	—	$	1,377	$	1,306	$	1,314	$	1,068	$	1,028	$	1,027	$	2,445	$	2,334	$	2,341
Specialty insurance services	1,188		1,124		1,073		—		—		—		—		—		—		1,188		1,124		1,073
Total commissions and fees	1,188		1,124		1,073		1,377		1,306		1,314		1,068		1,028		1,027		3,633		3,458		3,414
Investment income	3		5		9		2		3		7		10		10		15		15		18		31
Other income	—		—		—		7		4		2		—		—		—		7		4		2
Total Revenues	$	1,191	$	1,129	$	1,082	$	1,386	$	1,313	$	1,323	$	1,078	$	1,038	$	1,042	$	3,655	$	3,480	$	3,447

Information regarding geographic locations



	Years Ended December 31,
	2013		2012		2011
	(millions)
Commissions and fees⁽ⁱ⁾
UK	$	1,026	$	980	$	963
US	1,549		1,484		1,461
Other⁽ⁱⁱ⁾	1,058		994		990
Total	$	3,633	$	3,458	$	3,414



	December 31,
	2013		2012
	(millions)
Fixed assets
UK	$	233	$	218
US	203		207
Other⁽ⁱⁱ⁾	45		43
Total	$	481	$	468

_________________________________


⁽ⁱ⁾	Commissions and fees are attributed to countries based upon the location of the subsidiary generating the revenue.


⁽ⁱⁱ⁾	Other than in the United Kingdom and the United States, the Company does not conduct business in any country in which its commissions and fees and or fixed assets exceed 10 percent of consolidated commissions and fees and or fixed assets, respectively.

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

12 Months Ended

Dec. 31, 2013

Condensed Consolidating Statement of Operations



	Year Ended December 31, 2011
	Willis Group Holdings			The Other Guarantors			The Issuer			Other			Consolidating adjustments			Consolidated
							(millions)
REVENUES
Commissions and fees	$	—		$	—		$	—		$	3,414		$	—		$	3,414
Investment income	—			—			2			29			—			31
Other income	—			—			—			2			—			2
Total revenues	—			—			2			3,445			—			3,447
EXPENSES
Salaries and benefits	(3		)	—			(69		)	(2,015		)	—			(2,087		)
Other operating expenses	(17		)	32			(98		)	(573		)	—			(656		)
Depreciation expense	—			—			(14		)	(60		)	—			(74		)
Amortization of intangible assets	—			—			—			(68		)	—			(68		)
Net gain on disposal of operations	—			—			—			4			—			4
Total expenses	(20		)	32			(181		)	(2,712		)	—			(2,881		)
OPERATING (LOSS) INCOME	(20		)	32			(179		)	733			—			566
Income from Group undertakings	—			186			324			119			(629		)	—
Expenses due to Group undertakings	—			(80		)	(134		)	(415		)	629			—
Make-whole on repurchase and redemption of senior notes and write-off of unamortized debt issuance costs	—			(171		)	—			—			—			(171		)
Interest expense	(34		)	(17		)	(97		)	(8		)	—			(156		)
(LOSS) INCOME FROM CONTINUING OPERATIONS BEFORE INCOME TAXES AND INTEREST IN EARNINGS OF ASSOCIATES	(54		)	(50		)	(86		)	429			—			239
Income taxes	—			59			27			(117		)	(1		)	(32		)
(LOSS) INCOME FROM CONTINUING OPERATIONS BEFORE INTEREST IN EARNINGS OF ASSOCIATES	(54		)	9			(59		)	312			(1		)	207
Interest in earnings of associates, net of tax	—			8			—			4			—			12
Equity account for subsidiaries	258			229			(8		)	—			(479		)	—
INCOME (LOSS) FROM CONTINUING OPERATIONS	204			246			(67		)	316			(480		)	219
Discontinued operations, net of tax	—			—			—			1			—			1
NET INCOME (LOSS)	204			246			(67		)	317			(480		)	220
Less: Net income attributable to noncontrolling interests	—			—			—			(16		)	—			(16		)
NET INCOME (LOSS) ATTRIBUTABLE TO WILLIS GROUP HOLDINGS	$	204		$	246		$	(67	)	$	301		$	(480	)	$	204



	As previously reported			Reclassifications			As Reclassified
	(millions)
Condensed consolidating statement of operations for the year ended 31 December 2012
Willis Group Holdings
Operating loss	$	(6	)	$	—		$	(6	)
Net loss attributable to Willis Group Holdings	(446		)	—			(446		)
The Other Guarantors
Operating loss	$	(72	)	$	(11	)	$	(83	)
Net loss attributable to Willis Group Holdings	(389		)	(8		)	(397		)
The Issuer
Operating loss	$	(189	)	$	—		$	(189	)
Net loss attributable to Willis Group Holdings	(228		)	—			(228		)
Other
Operating income (loss)	$	122		$	(53	)	$	69
Net loss attributable to Willis Group Holdings	(118		)	(306		)	(424		)
Consolidating adjustments
Operating (loss) income	$	(64	)	$	64		$	—
Net income attributable to Willis Group Holdings	735			314			1,049

	As previously reported			Reclassifications			As Reclassified
	(millions)
Condensed consolidating statement of operations for the year ended 31 December 2011
Willis Group Holdings
Operating loss	$	(20	)	$	—		$	(20	)
Net income attributable to Willis Group Holdings	204			—			204
The Other Guarantors
Operating income (loss)	$	43		$	(11	)	$	32
Net income attributable to Willis Group Holdings	174			72			246
The Issuer
Operating loss	$	(179	)	$	—		$	(179	)
Net loss attributable to Willis Group Holdings	(36		)	(31		)	(67		)
Other
Operating income (loss)	$	754		$	(21	)	$	733
Net income attributable to Willis Group Holdings	137			164			301
Consolidating adjustments
Operating (loss) income	$	(32	)	$	32		$	—
Net loss attributable to Willis Group Holdings	(275		)	(205		)	(480		)

Condensed Consolidating Statement of Operations



	Year Ended December 31, 2012
	Willis Group Holdings			The Other Guarantors			The Issuer			Other			Consolidating adjustments			Consolidated
							(millions)
REVENUES
Commissions and fees	$	—		$	—		$	—		$	3,458		$	—		$	3,458
Investment income	—			—			1			17			—			18
Other income	—			—			—			4			—			4
Total revenues	—			—			1			3,479			—			3,480
EXPENSES
Salaries and benefits	(2		)	—			(96		)	(2,377		)	—			(2,475		)
Other operating expenses	(4		)	(82		)	(79		)	(416		)	—			(581		)
Depreciation expense	—			(1		)	(15		)	(63		)	—			(79		)
Amortization of intangible assets	—			—			—			(59		)	—			(59		)
Goodwill impairment charge	—			—			—			(492		)	—			(492		)
Net loss on disposal of operations	—			—			—			(3		)	—			(3		)
Total expenses	(6		)	(83		)	(190		)	(3,410		)	—			(3,689		)
OPERATING (LOSS) INCOME	(6		)	(83		)	(189		)	69			—			(209		)
Income from Group undertakings	—			201			316			111			(628		)	—
Expenses due to Group undertakings	—			(67		)	(147		)	(414		)	628			—
Interest expense	(43		)	(7		)	(70		)	(8		)	—			(128		)
(LOSS) INCOME FROM CONTINUING OPERATIONS BEFORE INCOME TAXES AND INTEREST IN EARNINGS OF ASSOCIATES	(49		)	44			(90		)	(242		)	—			(337		)
Income taxes	—			31			34			(166		)	—			(101		)
(LOSS) INCOME FROM CONTINUING OPERATIONS BEFORE INTEREST IN EARNINGS OF ASSOCIATES	(49		)	75			(56		)	(408		)	—			(438		)
Interest in earnings of associates, net of tax	—			8			—			(3		)	—			5
Equity account for subsidiaries	(397		)	(480		)	(172		)	—			1,049			—
(LOSS) INCOME FROM CONTINUING OPERATIONS	(446		)	(397		)	(228		)	(411		)	1,049			(433		)
Discontinued operations, net of tax	—			—			—			—			—			—
NET (LOSS) INCOME	(446		)	(397		)	(228		)	(411		)	1,049			(433		)
Less: Net income attributable to noncontrolling interests	—			—			—			(13		)	—			(13		)
NET (LOSS) INCOME ATTRIBUTABLE TO WILLIS GROUP HOLDINGS	$	(446	)	$	(397	)	$	(228	)	$	(424	)	$	1,049		$	(446	)

Condensed Consolidating Statement of Operations



	Year Ended December 31, 2013
	Willis Group Holdings			The Other Guarantors			The Issuer			Other			Consolidating adjustments			Consolidated
							(millions)
REVENUES
Commissions and fees	$	—		$	—		$	8		$	3,625		$	—		$	3,633
Investment income	—			—			—			15			—			15
Other income	—			—			—			7			—			7
Total revenues	—			—			8			3,647			—			3,655
EXPENSES
Salaries and benefits	(1		)	—			(103		)	(2,103		)	—			(2,207		)
Other operating expenses	—			(73		)	(163		)	(380		)	—			(616		)
Depreciation expense	—			(3		)	(20		)	(71		)	—			(94		)
Amortization of intangible assets	—			—			—			(55		)	—			(55		)
Net gain on disposal of operations	—			—			—			12			(10		)	2
Total expenses	(1		)	(76		)	(286		)	(2,597		)	(10		)	(2,970		)
OPERATING (LOSS) INCOME	(1		)	(76		)	(278		)	1,050			(10		)	685
Income from Group undertakings	—			191			364			86			(641		)	—
Expenses due to Group undertakings	(10		)	(34		)	(141		)	(456		)	641			—
Loss on extinguishment of debt	—			—			(60		)	—			—			(60		)
Interest expense	(42		)	(16		)	(63		)	(5		)	—			(126		)
(LOSS) INCOME FROM CONTINUING OPERATIONS BEFORE INCOME TAXES AND INTEREST IN EARNINGS OF ASSOCIATES	(53		)	65			(178		)	675			(10		)	499
Income taxes	—			23			—			(145		)	—			(122		)
(LOSS) INCOME FROM CONTINUING OPERATIONS BEFORE INTEREST IN EARNINGS OF ASSOCIATES	(53		)	88			(178		)	530			(10		)	377
Interest in earnings of associates, net of tax	—			9			—			(9		)	—			—
Equity account for subsidiaries	418			320			150			—			(888		)	—
INCOME (LOSS) FROM CONTINUING OPERATIONS	365			417			(28		)	521			(898		)	377
Discontinued operations, net of tax	—			—			—			—			—			—
NET INCOME (LOSS)	365			417			(28		)	521			(898		)	377
Less: Net loss attributable to noncontrolling interests	—			—			—			(12		)	—			(12		)
NET INCOME (LOSS) ATTRIBUTABLE TO WILLIS GROUP HOLDINGS	$	365		$	417		$	(28	)	$	509		$	(898	)	$	365

Condensed Consolidating Statement of Comprehensive Income



	Year Ended December 31, 2013
	Willis Group Holdings		The Other Guarantors		The Issuer		Other			Consolidating adjustments			Consolidated
					(millions)
Comprehensive income	$	522	$	565	$	74	$	636		$	(1,263	)	$	534
Less: Comprehensive income attributable to noncontrolling interests	—		—		—		(12		)	—			(12		)
Comprehensive income attributable to Willis Group Holdings	$	522	$	565	$	74	$	624		$	(1,263	)	$	522

Condensed Consolidating Statement of Comprehensive Income



	Year Ended December 31, 2011
	Willis Group Holdings		The Other Guarantors		The Issuer			Other			Consolidating adjustments		Consolidated
					(millions)
Comprehensive income (loss)	$	1	$	48	$	(148	)	$	114		$	1	$	16
Less: Comprehensive income attributable to noncontrolling interests	—		—		—			(15		)	—		(15		)
Comprehensive income (loss) attributable to Willis Group Holdings	$	1	$	48	$	(148	)	$	99		$	1	$	1

Condensed Consolidating Statement of Comprehensive Income



	Year Ended December 31, 2012
	Willis Group Holdings			The Other Guarantors			The Issuer			Other			Consolidating adjustments		Consolidated
							(millions)
Comprehensive loss	$	(552	)	$	(494	)	$	(263	)	$	(519	)	$	1,289	$	(539	)
Less: Comprehensive income attributable to noncontrolling interests	—			—			—			(13		)	—		(13		)
Comprehensive loss attributable to Willis Group Holdings	$	(552	)	$	(494	)	$	(263	)	$	(532	)	$	1,289	$	(552	)



	As previously reported			Reclassifications			As Reclassified
	(millions)
Condensed consolidating statement of comprehensive income for the year ended 31 December 2012
Willis Group Holdings
Comprehensive loss attributable to Willis Group Holdings	$	(552	)	$	—		$	(552	)
The Other Guarantors
Comprehensive loss attributable to Willis Group Holdings	$	(486	)	$	(8	)	$	(494	)
The Issuer
Comprehensive loss attributable to Willis Group Holdings	$	(263	)	$	—		$	(263	)
Other
Comprehensive loss attributable to Willis Group Holdings	$	(226	)	$	(306	)	$	(532	)
Consolidating adjustments
Comprehensive income attributable to Willis Group Holdings	$	975		$	314		$	1,289

	As previously reported			Reclassifications			As Reclassified
	(millions)
Condensed consolidating statement of comprehensive income for the year ended 31 December 2011
Willis Group Holdings
Comprehensive income attributable to Willis Group Holdings	$	1		$	—		$	1
The Other Guarantors
Comprehensive (loss) income attributable to Willis Group Holdings	$	(24	)	$	72		$	48
The Issuer
Comprehensive loss attributable to Willis Group Holdings	$	(117	)	$	(31	)	$	(148	)
Other
Comprehensive (loss) income attributable to Willis Group Holdings	$	(65	)	$	164		$	99
Consolidating adjustments
Comprehensive income (loss) attributable to Willis Group Holdings	$	206		$	(205	)	$	1

Condensed Consolidating Statement of Comprehensive Income



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

Condensed Consolidating Statement of Comprehensive Income



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



	As previously reported			Reclassifications			As Reclassified
	(millions)
Condensed consolidating statement of comprehensive income for the year ended 31 December 2012
Willis Group Holdings - the Parent Issuer
Comprehensive loss attributable to Willis Group Holdings	$	(552	)	$	—		$	(552	)
The Guarantors
Comprehensive loss attributable to Willis Group Holdings	$	(486	)	$	(8	)	$	(494	)
Other
Comprehensive loss attributable to Willis Group Holdings	$	(226	)	$	(306	)	$	(532	)
Consolidating adjustments
Comprehensive income attributable to Willis Group Holdings	$	712		$	314		$	1,026

	As previously reported			Reclassifications			As Reclassified
	(millions)
Condensed consolidating statement of comprehensive income for the year ended 31 December 2011
Willis Group Holdings - the Parent Issuer
Comprehensive income attributable to Willis Group Holdings	$	1		$	—		$	1
The Guarantors
Comprehensive (loss) income attributable to Willis Group Holdings	$	(24	)	$	72		$	48
Other
Comprehensive (loss) income attributable to Willis Group Holdings	$	(65	)	$	164		$	99
Consolidating adjustments
Comprehensive income (loss) attributable to Willis Group Holdings	$	89		$	(236	)	$	(147	)

Condensed Consolidating Statement of Comprehensive Income



	Year Ended December 31, 2011
	Willis Group Holdings—the Parent Issuer		The Guarantors		Other			Consolidating adjustments			Consolidated
	(millions)
Comprehensive income	$	1	$	48	$	114		$	(147	)	$	16
Less: Comprehensive income attributable to noncontrolling interests	—		—		(15		)	—			(15		)
Comprehensive income attributable to Willis Group Holdings	$	1	$	48	$	99		$	(147	)	$	1



	As previously reported			Reclassifications			As Reclassified
	(millions)
Condensed consolidating statement of comprehensive income for the year ended 31 December 2012
Willis Group Holdings
Comprehensive loss attributable to Willis Group Holdings	$	(552	)	$	—		$	(552	)
The Other Guarantors
Comprehensive loss attributable to Willis Group Holdings	$	(486	)	$	(8	)	$	(494	)
The Issuer
Comprehensive (loss) income attributable to Willis Group Holdings	$	(528	)	$	—		$	(528	)
Other
Comprehensive loss attributable to Willis Group Holdings	$	(226	)	$	(306	)	$	(532	)
Consolidating adjustments
Comprehensive income attributable to Willis Group Holdings	$	1,240		$	314		$	1,554

	As previously reported			Reclassifications			As Reclassified
	(millions)
Condensed consolidating statement of comprehensive income for the year ended 31 December 2011
Willis Group Holdings
Comprehensive income attributable to Willis Group Holdings	$	1		$	—		$	1
The Other Guarantors
Comprehensive (loss) income attributable to Willis Group Holdings	$	(24	)	$	72		$	48
The Issuer
Comprehensive income attributable to Willis Group Holdings	$	21		$	(1	)	$	20
Other
Comprehensive (loss) income attributable to Willis Group Holdings	$	(65	)	$	164		$	99
Consolidating adjustments
Comprehensive income (loss) attributable to Willis Group Holdings	$	68		$	(235	)	$	(167	)

Condensed Consolidating Statement of Comprehensive Income



	Year Ended December 31, 2011
	Willis Group Holdings		The Other Guarantors		The Issuer		Other			Consolidating adjustments			Consolidated
					(millions)
Comprehensive income	$	1	$	48	$	20	$	114		$	(167	)	$	16
Less: Comprehensive income attributable to noncontrolling interests	—		—		—		(15		)	—			(15		)
Comprehensive income attributable to Willis Group Holdings	$	1	$	48	$	20	$	99		$	(167	)	$	1

Condensed Consolidating Statement of Comprehensive Income



	Year Ended December 31, 2012
	Willis Group Holdings			The Other Guarantors			The Issuer			Other			Consolidating adjustments		Consolidated
							(millions)
Comprehensive loss	$	(552	)	$	(494	)	$	(528	)	$	(519	)	$	1,554	$	(539	)
Less: Comprehensive income attributable to noncontrolling interests	—			—			—			(13		)	—		(13		)
Comprehensive loss attributable to Willis Group Holdings	$	(552	)	$	(494	)	$	(528	)	$	(532	)	$	1,554	$	(552	)

Condensed Consolidating Statement of Comprehensive Income



	Year Ended December 31, 2013
	Willis Group Holdings		The Other Guarantors		The Issuer		Other			Consolidating adjustments			Consolidated
					(millions)
Comprehensive income	$	522	$	565	$	504	$	636		$	(1,693	)	$	534
Less: Comprehensive income attributable to noncontrolling interests	—		—		—		(12		)	—			(12		)
Comprehensive income attributable to Willis Group Holdings	$	522	$	565	$	504	$	624		$	(1,693	)	$	522

Condensed Consolidating Balance Sheet



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

Condensed Consolidating Balance Sheet



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

Condensed Consolidating Balance Sheet



	As at 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	—		—		—		933		—			933
Fiduciary assets	—		—		—		9,271		—			9,271
Deferred tax assets	—		—		—		13		—			13
Other current assets	1		31		38		114		(3		)	181
Amounts due by group undertakings	4,091		993		1,292		864		(7,240		)	—
Total current assets	4,093		1,024		1,330		11,694		(7,243		)	10,898
NON-CURRENT ASSETS
Investments in subsidiaries	—		2,407		553		—		(2,960		)	—
Fixed assets, net	—		11		63		394		—			468
Goodwill	—		—		—		2,827		—			2,827
Other intangible assets, net	—		—		—		385		—			385
Investments in associates	—		143		—		31		—			174
Deferred tax assets	—		—		—		18		—			18
Pension benefits asset	—		—		—		136		—			136
Other non-current assets	5		3		41		157		—			206
Non-current amounts due by group undertakings	—		—		641		—		(641		)	—
Total non-current assets	5		2,564		1,298		3,948		(3,601		)	4,214
TOTAL ASSETS	$	4,098	$	3,588	$	2,628	$	15,642	$	(10,844	)	$	15,112
LIABILITIES AND STOCKHOLDERS’ EQUITY
CURRENT LIABILITIES
Fiduciary liabilities	$	—	$	—	$	—	$	9,271	$	—		$	9,271
Deferred revenue and accrued expenses	2		—		—		539		—			541
Income taxes payable	—		4		—		18		(3		)	19
Short-term debt and current portion of long-term debt	—		15		—		—		—			15
Deferred tax liabilities	—		—		—		21		—			21
Other current liabilities	60		—		73		194		—			327
Amounts due to group undertakings	—		4,951		1,246		1,043		(7,240		)	—
Total current liabilities	62		4,970		1,319		11,086		(7,243		)	10,194
NON-CURRENT LIABILITIES
Investments in subsidiaries	1,542		—		—		—		(1,542		)	—
Long-term debt	795		274		1,268		1		—			2,338
Liabilities for pension benefits	—		—		—		282		—			282
Deferred tax liabilities	—		—		—		18		—			18
Provisions for liabilities	—		—		—		180		—			180
Other non-current liabilities	—		5		7		363		—			375
Non-current amounts due to group undertakings	—		—		—		641		(641		)	—
Total non-current liabilities	2,337		279		1,275		1,485		(2,183		)	3,193
TOTAL LIABILITIES	$	2,399	$	5,249	$	2,594	$	12,571	$	(9,426	)	$	13,387

Condensed Consolidating Balance Sheet



	As at December 31, 2012
	Willis Group Holdings		The Other Guarantors			The Issuer		Other		Consolidating adjustments			Consolidated
						(millions)
EQUITY
Total Willis Group Holdings stockholders’ equity	1,699		(1,661		)	34		3,045		(1,418		)	1,699
Noncontrolling interests	—		—			—		26		—			26
Total equity	1,699		(1,661		)	34		3,071		(1,418		)	1,725
TOTAL LIABILITIES AND EQUITY	$	4,098	$	3,588		$	2,628	$	15,642	$	(10,844	)	$	15,112



	As previously reported			Reclassifications			As Reclassified
	(millions)
Condensed consolidating balance sheet at 31 December 2012
Willis Group Holdings
Total assets	$	2,557		$	1,541		$	4,098
Total liabilities	858			1,541			2,399
Total equity	1,699			—			1,699
The Other Guarantors
Total assets	$	(1,256	)	$	4,844		$	3,588
Total liabilities	319			4,930			5,249
Total equity	(1,575		)	(86		)	(1,661		)
The Issuer
Total assets	$	1,382		$	1,246		$	2,628
Total liabilities	1,348			1,246			2,594
Total equity	34			—			34
Other
Total assets	$	17,125		$	(1,483	)	$	15,642
Total liabilities	11,851			720			12,571
Total equity	5,274			(2,203		)	3,071
Consolidating adjustments
Total assets	$	(4,696	)	$	(6,148	)	$	(10,844	)
Total liabilities	(989		)	(8,437		)	(9,426		)
Total equity	(3,707		)	2,289			(1,418		)

Condensed Consolidating Statement of Cash Flows



	As previously reported			Reclassifications			As Reclassified
	(millions)
Condensed consolidating statement of cash flows for the year ended 31 December 2012
Willis Group Holdings
Net cash (used in) provided by operating activities	$	(42	)	$	19		$	(23	)
Net cash provided by investing activities	—			256			256
Net cash provided by (used in) financing activities	43			(275		)	(232		)
The Other Guarantors
Net cash provided by operating activities	$	780		$	724		$	1,504
Net cash used in investing activities	(7		)	(102		)	(109		)
Net cash used in financing activities	(773		)	(622		)	(1,395		)
The Issuer
Net cash provided by (used in) operating activities	$	69		$	(113	)	$	(44	)
Net cash (used in) provided by investing activities	(19		)	34			15
Net cash (used in) provided by financing activities	(213		)	79			(134		)
Other
Net cash provided by (used in) operating activities	$	431		$	(528	)	$	(97	)
Net cash (used in) provided by investing activities	(146		)	1,149			1,003
Net cash used in financing activities	(61		)	(621		)	(682		)
Consolidating adjustments
Net cash used in operating activities	$	(713	)	$	(102	)	$	(815	)
Net cash used in investing activities	—			(1,337		)	(1,337		)
Net cash provided by financing activities	713			1,439			2,152

	As previously reported			Reclassifications			As Reclassified
	(millions)
Condensed consolidating statement of cash flows for the year ended 31 December 2011
Willis Group Holdings
Net cash (used in) provided by operating activities	$	(41	)	$	85		$	44
Net cash used in investing activities	—			(711		)	(711		)
Net cash provided by financing activities	41			626			667
The Other Guarantors
Net cash provided by operating activities	$	184		$	132		$	316
Net cash used in investing activities	(4		)	(430		)	(434		)
Net cash (used in) provided by financing activities	(180		)	298			118
The Issuer
Net cash provided by operating activities	$	88		$	46		$	134
Net cash (used in) provided by investing activities	(21		)	128			107
Net cash provided by (used in) financing activities	20			(174		)	(154		)
Other
Net cash provided by (used in) operating activities	$	1,269		$	(1,138	)	$	131
Net cash (used in) provided by investing activities	(76		)	123			47
Net cash (used in) provided by financing activities	(1,156		)	1,015			(141		)
Consolidating adjustments
Net cash (used in) provided by operating activities	$	(1,061	)	$	875		$	(186	)
Net cash provided by investing activities	—			890			890
Net cash provided by (used in) financing activities	1,061			(1,765		)	(704		)

Condensed Consolidating Statement of Cash Flows



	Year Ended December 31, 2013
	Willis Group Holdings			The Other Guarantors			The Issuer			Other			Consolidating adjustments			Consolidated
							(millions)
NET CASH (USED IN) PROVIDED BY OPERATING ACTIVITIES	$	4		$	125		$	7		$	662		$	(237	)	$	561
CASH FLOWS FROM INVESTING ACTIVITIES
Proceeds on disposal of fixed and intangible assets	—			—			3			9			—			12
Additions to fixed assets	—			(7		)	(11		)	(94		)	—			(112		)
Additions to intangibles assets	—			—			—			(7		)	—			(7		)
Acquisitions of subsidiaries, net of cash acquired	—			(237		)	(230		)	(30		)	467			(30		)
Payments to acquire other investments	—			—			—			(7		)	—			(7		)
Proceeds from sale of associates	—			—			—			4			—			4
Proceeds from sale of operations, net of cash disposed	—			—			230			257			(467		)	20
Proceeds from intercompany investing activities	383			211			36			60			(690		)	—
Repayments of intercompany investing activities	(347		)	(442		)	(120		)	(780		)	1,689			—
Net cash provided by (used in) investing activities	36			(475		)	(92		)	(588		)	999			(120		)
CASH FLOWS FROM FINANCING ACTIVITIES
Senior notes issued	—			522			—			—			—			522
Debt issuance costs	—			(8		)	—			—			—			(8		)
Repayments of debt	—			(15		)	(521		)	—			—			(536		)
Tender premium on extinguishment of senior notes	—			—			(65		)	—			—			(65		)
Proceeds from issue of shares	155			—			—			—			—			155
Excess tax benefits from share-based payment arrangements	—			—			—			2			—			2
Dividends paid	(193		)	—			(230		)	(7		)	237			(193		)
Acquisition of noncontrolling interests	—			—			—			(4		)	—			(4		)
Dividends paid to noncontrolling interests	—			—			—			(10		)	—			(10		)
Proceeds from intercompany financing activities	—			321			901			467			(1,689		)	—
Repayments of intercompany financing activities	—			(467		)	—			(223		)	690			—
Net cash (used in) provided by financing activities	(38		)	353			85			225			(762		)	(137		)
INCREASE IN CASH AND CASH EQUIVALENTS	2			3			—			299			—			304
Effect of exchange rate changes on cash and cash equivalents	—			—			—			(8		)	—			(8		)
CASH AND CASH EQUIVALENTS, BEGINNING OF YEAR	1			—			—			499			—			500
CASH AND CASH EQUIVALENTS, END OF YEAR	$	3		$	3		$	—		$	790		$	—		$	796

Condensed Consolidating Statement of Cash Flows



	Year Ended December 31, 2012
	Willis Group Holdings			The Other Guarantors			The Issuer			Other			Consolidating adjustments			Consolidated
							(millions)
NET CASH (USED IN) PROVIDED BY OPERATING ACTIVITIES	$	(23	)	$	1,504		$	(44	)	$	(97	)	$	(815	)	$	525
CASH FLOWS FROM INVESTING ACTIVITIES
Proceeds on disposal of fixed and intangible assets	—			—			—			5			—			5
Additions to fixed assets	—			(7		)	(19		)	(109		)	—			(135		)
Additions to intangible assets	—			—			—			(2		)	—			(2		)
Acquisitions of subsidiaries, net of cash acquired	—			—			—			(33		)	—			(33		)
Payments to acquire other investments	—			—			—			(7		)	—			(7		)
Proceeds from sale of operations, net of cash disposed	—			—			—			—			—			—
Proceeds from intercompany investing activities	256			216			44			1,230			(1,746		)	—
Repayments of intercompany investing activities	—			(318		)	(10		)	(81		)	409			—
Net cash provided by (used in) investing activities	256			(109		)	15			1,003			(1,337		)	(172		)
CASH FLOWS FROM FINANCING ACTIVITIES
Repayments of debt	—			(15		)	—			—			—			(15		)
Proceeds from issue of other debt	—			1			—			—			—			1
Repurchase of shares	(100		)	—			—			—			—			(100		)
Proceeds from issue of shares	53			—			—			—			—			53
Excess tax benefits from share-based payment arrangements	—			—			—			2			—			2
Dividends paid	(185		)	—			—			(815		)	815			(185		)
Proceeds from sale of noncontrolling interest	—			—			—			3			—			3
Acquisition of noncontrolling interests	—			—			—			(39		)	—			(39		)
Dividends paid to noncontrolling interests	—			—			—			(11		)	—			(11		)
Proceeds from intercompany financing activities	—			81			—			328			(409		)	—
Repayments of intercompany financing activities	—			(1,462		)	(134		)	(150		)	1,746			—
Net cash (used in) provided by financing activities	(232		)	(1,395		)	(134		)	(682		)	2,152			(291		)
INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS	1			—			(163		)	224			—			62
Effect of exchange rate changes on cash and cash equivalents	—			—			—			2			—			2
CASH AND CASH EQUIVALENTS, BEGINNING OF YEAR	—			—			163			273			—			436
CASH AND CASH EQUIVALENTS, END OF YEAR	$	1		$	—		$	—		$	499		$	—		$	500

Condensed Consolidating Statement of Cash Flows



	Year Ended December 31, 2011
	Willis Group Holdings			The Other Guarantors			The Issuer			Other			Consolidating adjustments			Consolidated
							(millions)
NET CASH PROVIDED BY (USED IN) OPERATING ACTIVITIES	$	44		$	316		$	134		$	131		$	(186	)	$	439
CASH FLOWS FROM INVESTING ACTIVITIES
Proceeds on disposal of fixed and intangible assets	—			—			—			13			—			13
Additions to fixed assets	—			(4		)	(21		)	(86		)	—			(111		)
Acquisitions of subsidiaries, net of cash acquired	—			—			—			(10		)	—			(10		)
Acquisitions of investments in associates	—			—			—			(2		)	—			(2		)
Payments to acquire other investments	—			—			—			(5		)	—			(5		)
Proceeds from sale of operations, net of cash disposed	—			—			—			14			—			14
Proceeds from intercompany investing activities	—			—			128			224			(352		)	—
Repayments of intercompany investing activities	(711		)	(430		)	—			(101		)	1,242			—
Net cash (used in) provided by investing activities	(711		)	(434		)	107			47			890			(101		)
CASH FLOWS FROM FINANCING ACTIVITIES
Repayments of revolving credit facility	—			—			(90		)	—			—			(90		)
Senior notes issued	794			—			—			—			—			794
Debt issuance costs	(7		)	(5		)	—			—			—			(12		)
Repayments of debt	—			(500		)	(411		)	—			—			(911		)
Proceeds from issue of term loan	—			300			—			—			—			300
Make-whole on repurchase and redemption of senior notes	—			(158		)	—			—			—			(158		)
Proceeds from issue of shares	60			—			—			—			—			60
Excess tax benefits from share-based payment arrangements	—			—			—			5			—			5
Dividends paid	(180		)	—			—			(186		)	186			(180		)
Acquisition of noncontrolling interests	—			(4		)	—			(5		)	—			(9		)
Dividends paid to noncontrolling interests	—			—			—			(13		)	—			(13		)
Cash received on intercompany financing activities	—			741			347			154			(1,242		)	—
Cash paid on intercompany financing activities	—			(256		)	—			(96		)	352			—
Net cash provided by (used in) financing activities	667			118			(154		)	(141		)	(704		)	(214		)
(DECREASE) INCREASE IN CASH AND CASH EQUIVALENTS	—			—			87			37			—			124
Effect of exchange rate changes on cash and cash equivalents	—			—			—			(4		)	—			(4		)
CASH AND CASH EQUIVALENTS, BEGINNING OF YEAR	—			—			76			240			—			316
CASH AND CASH EQUIVALENTS, END OF YEAR	$	—		$	—		$	163		$	273		$	—		$	436



	As previously reported			Reclassifications			As Reclassified
	(millions)
Condensed consolidating statement of cash flows for the year ended 31 December 2012
Willis Group Holdings
Net cash (used in) provided by operating activities	$	(42	)	$	19		$	(23	)
Net cash provided by investing activities	—			256			256
Net cash provided by (used in) financing activities	43			(275		)	(232		)
The Other Guarantors
Net cash provided by operating activities	$	1,869		$	524		$	2,393
Net cash used in investing activities	(26		)	(21		)	(47		)
Net cash used in financing activities	(2,006		)	(503		)	(2,509		)
The Issuer
Net cash provided by operating activities	$	1,269		$	87		$	1,356
Net cash used in investing activities	—			(53		)	(53		)
Net cash (used in) provided by financing activities	(1,269		)	(34		)	(1,303		)
Other
Net cash provided by (used in) operating activities	$	431		$	(528	)	$	(97	)
Net cash (used in) provided by investing activities	(146		)	1,149			1,003
Net cash used in financing activities	(61		)	(621		)	(682		)
Consolidating adjustments
Net cash used in operating activities	$	(3,002	)	$	(102	)	$	(3,104	)
Net cash used in investing activities	—			(1,331		)	(1,331		)
Net cash provided by financing activities	3,002			1,433			4,435

	As previously reported			Reclassifications			As Reclassified
	(millions)
Condensed consolidating statement of cash flows for the year ended 31 December 2011
Willis Group Holdings
Net cash (used in) provided by operating activities	$	(41	)	$	85		$	44
Net cash used in investing activities	—			(711		)	(711		)
Net cash provided by financing activities	41			626			667
The Other Guarantors
Net cash provided by (used in) operating activities	$	209		$	(568	)	$	(359	)
Net cash used in investing activities	(25		)	(33		)	(58		)
Net cash (used in) provided by financing activities	(97		)	601			504
The Issuer
Net cash provided by operating activities	$	110		$	746		$	856
Net cash used in investing activities	—			(292		)	(292		)
Net cash used in financing activities	(110		)	(454		)	(564		)
Other
Net cash provided by (used in) operating activities	$	1,269		$	(1,138	)	$	131
Net cash (used in) provided by investing activities	(76		)	123			47
Net cash (used in) provided by financing activities	(1,156		)	1,015			(141		)
Consolidating adjustments
Net cash (used in) provided by operating activities	$	(1,108	)	$	875		$	(233	)
Net cash provided by investing activities	—			913			913
Net cash provided by (used in) financing activities	1,108			(1,788		)	(680		)

Condensed Consolidating Statement of Cash Flows



	Year Ended December 31, 2013
	Willis Group Holdings			The Other Guarantors			The Issuer			Other			Consolidating adjustments			Consolidated
							(millions)
NET CASH PROVIDED BY (USED IN) OPERATING ACTIVITIES	$	4		$	399		$	63		$	662		$	(567	)	$	561
CASH FLOWS FROM INVESTING ACTIVITIES
Proceeds on disposal of fixed and intangible assets	—			3			—			9			—			12
Additions to fixed assets	—			(18		)	—			(94		)	—			(112		)
Additions to intangible assets	—			—			—			(7		)	—			(7		)
Acquisitions of subsidiaries, net of cash acquired	—			(237		)	—			(30		)	237			(30		)
Payments to acquire other investments	—			—			—			(7		)	—			(7		)
Proceeds from sale of associates	—			—			—			4			—			4
Proceeds from sale of operations, net of cash disposed	—			—			—			257			(237		)	20
Proceeds from intercompany investing activities	383			160			132			60			(735		)	—
Repayments of intercompany investing activities	(347		)	(120		)	(442		)	(780		)	1,689			—
Net cash provided by (used in) investing activities	36			(212		)	(310		)	(588		)	954			(120		)
CASH FLOWS FROM FINANCING ACTIVITIES
Senior notes issued	—			—			522			—			—			522
Debt issuance costs	—			—			(8		)	—			—			(8		)
Repayments of debt	—			(521		)	(15		)	—			—			(536		)
Tender premium on extinguishment of senior notes	—			(65		)	—			—			—			(65		)
Proceeds from issue of shares	155			—			—			—			—			155
Excess tax benefits from share-based payment arrangement	—			—			—			2			—			2
Dividends paid	(193		)	(230		)	(330		)	(7		)	567			(193		)
Acquisition of noncontrolling interests	—			—			—			(4		)	—			(4		)
Dividends paid to noncontrolling interests	—			—			—			(10		)	—			(10		)
Proceeds from intercompany financing activities	—			1,075			147			467			(1,689		)	—
Repayments of intercompany financing activities	—			(443		)	(69		)	(223		)	735			—
Net cash (used in) provided by financing activities	(38		)	(184		)	247			225			(387		)	(137		)
INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS	2			3			—			299			—			304
Effect of exchange rate changes on cash and cash equivalents	—			—			—			(8		)	—			(8		)
CASH AND CASH EQUIVALENTS, BEGINNING OF YEAR	1			—			—			499			—			500
CASH AND CASH EQUIVALENTS, END OF YEAR	$	3		$	3		$	—		$	790		$	—		$	796

Condensed Consolidating Statement of Cash Flows



	Year Ended December 31, 2012
	Willis Group Holdings			The Other Guarantors			The Issuer			Other			Consolidating adjustments			Consolidated
							(millions)
NET CASH (USED IN) PROVIDED BY OPERATING ACTIVITIES	$	(23	)	$	2,393		$	1,356		$	(97	)	$	(3,104	)	$	525
CASH FLOWS FROM INVESTING ACTIVITIES
Proceeds on disposal of fixed and intangible assets	—			—			—			5			—			5
Additions to fixed assets	—			(26		)	—			(109		)	—			(135		)
Additions to intangible assets	—			—			—			(2		)	—			(2		)
Acquisitions of subsidiaries, net of cash acquired	—			—			—			(33		)	—			(33		)
Payments to acquire other investments	—			—			—			(7		)	—			(7		)
Proceeds from sale of operations, net of cash disposed	—			—			—			—			—			—
Proceeds from intercompany investing activities	256			176			78			1,230			(1,740		)	—
Repayments of intercompany investing activities	—			(197		)	(131		)	(81		)	409			—
Net cash provided by (used in) investing activities	256			(47		)	(53		)	1,003			(1,331		)	(172		)
CASH FLOWS FROM FINANCING ACTIVITIES
Repayments of debt	—			(4		)	(11		)	—			—			(15		)
Proceeds from issue of other debt	—			—			1			—			—			1
Repurchase of shares	(100		)	—			—			—			—			(100		)
Proceeds from issue of shares	53			—			—			—			—			53
Excess tax benefits from share-based payment arrangement	—			—			—			2			—			2
Dividends paid	(185		)	(1,220		)	(1,069		)	(815		)	3,104			(185		)
Proceeds from sale of noncontrolling interests	—			—			—			3			—			3
Acquisition of noncontrolling interests	—			—			—			(39		)	—			(39		)
Dividends paid to noncontrolling interests	—			—			—			(11		)	—			(11		)
Proceeds from intercompany financing activities	—			81			—			328			(409		)	—
Repayments of intercompany financing activities	—			(1,366		)	(224		)	(150		)	1,740			—
Net cash used in financing activities	(232		)	(2,509		)	(1,303		)	(682		)	4,435			(291		)
INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS	1			(163		)	—			224			—			62
Effect of exchange rate changes on cash and cash equivalents	—			—			—			2			—			2
CASH AND CASH EQUIVALENTS, BEGINNING OF YEAR	—			163			—			273			—			436
CASH AND CASH EQUIVALENTS, END OF YEAR	$	1		$	—		$	—		$	499		$	—		$	500

Condensed Consolidating Statement of Cash Flows



	Year Ended December 31, 2011
	Willis Group Holdings			The Other Guarantors			The Issuer			Other			Consolidating adjustments			Consolidated
							(millions)
NET CASH PROVIDED BY (USED IN) OPERATING ACTIVITIES	$	44		$	(359	)	$	856		$	131		$	(233	)	$	439
CASH FLOWS FROM INVESTING ACTIVITIES
Proceeds on disposal of fixed and intangible assets	—			—			—			13			—			13
Additions to fixed assets	—			(25		)	—			(86		)	—			(111		)
Acquisitions of subsidiaries, net of cash acquired	—			—			—			(10		)	—			(10		)
Acquisitions of investments in associates	—			—			—			(2		)	—			(2		)
Payments to acquire other investments	—			—			—			(5		)	—			(5		)
Proceeds from sale of operations, net of cash disposed	—			—			—			14			—			14
Proceeds from intercompany investing activities	—			105			—			224			(329		)	—
Repayments of intercompany investing activities	(711		)	(138		)	(292		)	(101		)	1,242			—
Net cash (used in) investing activities	(711		)	(58		)	(292		)	47			913			(101		)
CASH FLOWS FROM FINANCING ACTIVITIES
Repayments of revolving credit facility	—			(90		)	—			—			—			(90		)
Senior notes issued	794			—			—			—			—			794
Debt issuance costs	(7		)	—			(5		)	—			—			(12		)
Repayments of debt	—			(411		)	(500		)	—			—			(911		)
Proceeds from issue of term loan	—			—			300			—			—			300
Make-whole on repurchase and redemption of senior notes	—			—			(158		)	—			—			(158		)
Proceeds from issue of shares	60			—			—			—			—			60
Excess tax benefits from share-based payment arrangements	—			—			—			5			—			5
Dividends paid	(180		)	(47		)	—			(186		)	233			(180		)
Acquisition of noncontrolling interests	—			(4		)	—			(5		)	—			(9		)
Dividends paid to noncontrolling interests	—			—			—			(13		)	—			(13		)
Proceeds from intercompany financing activities	—			1,088			—			154			(1,242		)	—
Repayments of intercompany financing activities	—			(32		)	(201		)	(96		)	329			—
Net cash provided by (used in) financing activities	667			504			(564		)	(141		)	(680		)	(214		)
INCREASE IN CASH AND CASH EQUIVALENTS	—			87			—			37			—			124
Effect of exchange rate changes on cash and cash equivalents	—			—			—			(4		)	—			(4		)
CASH AND CASH EQUIVALENTS, BEGINNING OF YEAR	—			76			—			240			—			316
CASH AND CASH EQUIVALENTS, END OF YEAR	$	—		$	163		$	—		$	273		$	—		$	436

Financial Information for Parent Issuer, Guarantor Subsidiaries and Non-Guarantor Subsidiaries (Tables)

12 Months Ended

Dec. 31, 2013

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

Condensed Consolidated Statement of Operations



	As previously reported			Reclassifications			As Reclassified
	(millions)
Condensed consolidating statement of operations for the year ended 31 December 2012
Willis Group Holdings - the Parent Issuer
Operating loss	$	(6	)	$	—		$	(6	)
Net loss attributable to Willis Group Holdings	(446		)	—			(446		)
The Guarantors
Operating loss	$	(261	)	$	(11	)	$	(272	)
Net loss attributable to Willis Group Holdings	(389		)	(8		)	(397		)
Other
Operating income (loss)	$	122		$	(53	)	$	69
Net loss attributable to Willis Group Holdings	(118		)	(306		)	(424		)
Consolidating adjustments
Operating (loss) income	$	(64	)	$	64		$	—
Net income attributable to Willis Group Holdings	507			314			821

	As previously reported			Reclassifications			As Reclassified
	(millions)
Condensed consolidating statement of operations for the year ended 31 December 2011
Willis Group Holdings - the Parent Issuer
Operating loss	$	(20	)	$	—		$	(20	)
Net income attributable to Willis Group Holdings	204			—			204
The Guarantors
Operating loss	$	(136	)	$	(11	)	$	(147	)
Net income attributable to Willis Group Holdings	174			72			246
Other
Operating income (loss)	$	754		$	(21	)	$	733
Net income attributable to Willis Group Holdings	137			164			301
Consolidating adjustments
Operating (loss) income	$	(32	)	$	32		$	—
Net loss attributable to Willis Group Holdings	(311		)	(236		)	(547		)

Condensed Consolidating Statement of Operations



	Year Ended December 31, 2012
	Willis Group Holdings — the Parent Issuer			The Guarantors			Other			Consolidating adjustments			Consolidated
	(millions)
REVENUES
Commissions and fees	$	—		$	—		$	3,458		$	—		$	3,458
Investment income	—			1			17			—			18
Other income	—			—			4			—			4
Total revenues	—			1			3,479			—			3,480
EXPENSES
Salaries and benefits	(2		)	(96		)	(2,377		)	—			(2,475		)
Other operating expenses	(4		)	(161		)	(416		)	—			(581		)
Depreciation expense	—			(16		)	(63		)	—			(79		)
Amortization of intangible assets	—			—			(59		)	—			(59		)
Goodwill impairment charge	—			—			(492		)	—			(492		)
Net loss on disposal of operations	—			—			(3		)	—			(3		)
Total expenses	(6		)	(273		)	(3,410		)	—			(3,689		)
OPERATING (LOSS) INCOME	(6		)	(272		)	69			—			(209		)
Income from Group undertakings	—			409			111			(520		)	—
Expenses due to Group undertakings	—			(106		)	(414		)	520			—
Interest expense	(43		)	(77		)	(8		)	—			(128		)
LOSS FROM CONTINUING OPERATIONS BEFORE INCOME TAXES AND INTEREST IN EARNINGS OF ASSOCIATES	(49		)	(46		)	(242		)	—			(337		)
Income taxes	—			65			(166		)	—			(101		)
(LOSS) INCOME FROM CONTINUING OPERATIONS BEFORE INTEREST IN EARNINGS OF ASSOCIATES	(49		)	19			(408		)	—			(438		)
Interest in earnings of associates, net of tax	—			8			(3		)	—			5
Equity account for subsidiaries	(397		)	(424		)	—			821			—
LOSS FROM CONTINUING OPERATIONS	(446		)	(397		)	(411		)	821			(433		)
Discontinued operations, net of tax	—			—			—			—			—
NET LOSS	(446		)	(397		)	(411		)	821			(433		)
Less: Net income attributable to noncontrolling interests	—			—			(13		)	—			(13		)
NET LOSS ATTRIBUTABLE TO WILLIS GROUP HOLDINGS	$	(446	)	$	(397	)	$	(424	)	$	821		$	(446	)

Condensed Consolidating Statement of Operations



	Year Ended December 31, 2013
	Willis Group Holdings — the Parent Issuer			The Guarantors			Other			Consolidating adjustments			Consolidated
	(millions)
REVENUES
Commissions and fees	$	—		$	8		$	3,625		$	—		$	3,633
Investment income	—			—			15			—			15
Other income	—			—			7			—			7
Total revenues	—			8			3,647			—			3,655
EXPENSES
Salaries and benefits	(1		)	(103		)	(2,103		)	—			(2,207		)
Other operating expenses	—			(236		)	(380		)	—			(616		)
Depreciation expense	—			(23		)	(71		)	—			(94		)
Amortization of intangible assets	—			—			(55		)	—			(55		)
Net gain on disposal of operations	—			—			12			(10		)	2
Total expenses	(1		)	(362		)	(2,597		)	(10		)	(2,970		)
OPERATING (LOSS) INCOME	(1		)	(354		)	1,050			(10		)	685
Income from Group undertakings	—			466			86			(552		)	—
Expenses due to Group undertakings	(10		)	(86		)	(456		)	552			—
Loss on extinguishment of debt	—			(60		)	—			—			(60		)
Interest expense	(42		)	(79		)	(5		)	—			(126		)
(LOSS) INCOME FROM CONTINUING OPERATIONS BEFORE INCOME TAXES AND INTEREST IN EARNINGS OF ASSOCIATES	(53		)	(113		)	675			(10		)	499
Income taxes	—			23			(145		)	—			(122		)
(LOSS) INCOME FROM CONTINUING OPERATIONS BEFORE INTEREST IN EARNINGS OF ASSOCIATES	(53		)	(90		)	530			(10		)	377
Interest in earnings of associates, net of tax	—			9			(9		)	—			—
Equity account for subsidiaries	418			498			—			(916		)	—
INCOME FROM CONTINUING OPERATIONS	365			417			521			(926		)	377
Discontinued operations, net of tax	—			—			—			—			—
NET INCOME	365			417			521			(926		)	377
Less: Net income attributable to noncontrolling interests	—			—			(12		)	—			(12		)
NET INCOME ATTRIBUTABLE TO WILLIS GROUP HOLDINGS	$	365		$	417		$	509		$	(926	)	$	365

Condensed Consolidating Statement of Operations



	Year Ended December 31, 2011
	Willis Group Holdings — the Parent Issuer			The Guarantors			Other			Consolidating adjustments			Consolidated
	(millions)
REVENUES
Commissions and fees	$	—		$	—		$	3,414		$	—		$	3,414
Investment income	—			2			29			—			31
Other income	—			—			2			—			2
Total revenues	—			2			3,445			—			3,447
EXPENSES
Salaries and benefits	(3		)	(69		)	(2,015		)	—			(2,087		)
Other operating expenses	(17		)	(66		)	(573		)	—			(656		)
Depreciation expense	—			(14		)	(60		)	—			(74		)
Amortization of intangible assets	—			—			(68		)	—			(68		)
Net gain on disposal of operations	—			—			4			—			4
Total expenses	(20		)	(149		)	(2,712		)	—			(2,881		)
OPERATING (LOSS) INCOME	(20		)	(147		)	733			—			566
Income from Group undertakings	—			412			119			(531		)	—
Expenses due to Group undertakings	—			(116		)	(415		)	531			—
Make-whole on repurchase and redemption of senior notes and write-off of unamortized debt issuance costs	—			(171		)	—			—			(171		)
Interest expense	(34		)	(114		)	(8		)	—			(156		)
(LOSS) INCOME FROM CONTINUING OPERATIONS BEFORE INCOME TAXES AND INTEREST IN EARNINGS OF ASSOCIATES	(54		)	(136		)	429			—			239
Income taxes	—			86			(117		)	(1		)	(32		)
(LOSS) INCOME FROM CONTINUING OPERATIONS BEFORE INTEREST IN EARNINGS OF ASSOCIATES	(54		)	(50		)	312			(1		)	207
Interest in earnings of associates, net of tax	—			8			4			—			12
Equity account for subsidiaries	258			288			—			(546		)	—
INCOME FROM CONTINUING OPERATIONS	204			246			316			(547		)	219
Discontinued operations, net of tax	—			—			1			—			1
NET INCOME	204			246			317			(547		)	220
Less: Net income attributable to noncontrolling interests	—			—			(16		)	—			(16		)
NET INCOME ATTRIBUTABLE TO WILLIS GROUP HOLDINGS	$	204		$	246		$	301		$	(547	)	$	204

Condensed Consolidating Statement of Comprehensive Income



	Year Ended December 31, 2013
	Willis Group Holdings		The Other Guarantors		The Issuer		Other			Consolidating adjustments			Consolidated
					(millions)
Comprehensive income	$	522	$	565	$	74	$	636		$	(1,263	)	$	534
Less: Comprehensive income attributable to noncontrolling interests	—		—		—		(12		)	—			(12		)
Comprehensive income attributable to Willis Group Holdings	$	522	$	565	$	74	$	624		$	(1,263	)	$	522

Condensed Consolidating Statement of Comprehensive Income



	Year Ended December 31, 2011
	Willis Group Holdings		The Other Guarantors		The Issuer			Other			Consolidating adjustments		Consolidated
					(millions)
Comprehensive income (loss)	$	1	$	48	$	(148	)	$	114		$	1	$	16
Less: Comprehensive income attributable to noncontrolling interests	—		—		—			(15		)	—		(15		)
Comprehensive income (loss) attributable to Willis Group Holdings	$	1	$	48	$	(148	)	$	99		$	1	$	1

Condensed Consolidating Statement of Comprehensive Income



	Year Ended December 31, 2012
	Willis Group Holdings			The Other Guarantors			The Issuer			Other			Consolidating adjustments		Consolidated
							(millions)
Comprehensive loss	$	(552	)	$	(494	)	$	(263	)	$	(519	)	$	1,289	$	(539	)
Less: Comprehensive income attributable to noncontrolling interests	—			—			—			(13		)	—		(13		)
Comprehensive loss attributable to Willis Group Holdings	$	(552	)	$	(494	)	$	(263	)	$	(532	)	$	1,289	$	(552	)



	As previously reported			Reclassifications			As Reclassified
	(millions)
Condensed consolidating statement of comprehensive income for the year ended 31 December 2012
Willis Group Holdings
Comprehensive loss attributable to Willis Group Holdings	$	(552	)	$	—		$	(552	)
The Other Guarantors
Comprehensive loss attributable to Willis Group Holdings	$	(486	)	$	(8	)	$	(494	)
The Issuer
Comprehensive loss attributable to Willis Group Holdings	$	(263	)	$	—		$	(263	)
Other
Comprehensive loss attributable to Willis Group Holdings	$	(226	)	$	(306	)	$	(532	)
Consolidating adjustments
Comprehensive income attributable to Willis Group Holdings	$	975		$	314		$	1,289

	As previously reported			Reclassifications			As Reclassified
	(millions)
Condensed consolidating statement of comprehensive income for the year ended 31 December 2011
Willis Group Holdings
Comprehensive income attributable to Willis Group Holdings	$	1		$	—		$	1
The Other Guarantors
Comprehensive (loss) income attributable to Willis Group Holdings	$	(24	)	$	72		$	48
The Issuer
Comprehensive loss attributable to Willis Group Holdings	$	(117	)	$	(31	)	$	(148	)
Other
Comprehensive (loss) income attributable to Willis Group Holdings	$	(65	)	$	164		$	99
Consolidating adjustments
Comprehensive income (loss) attributable to Willis Group Holdings	$	206		$	(205	)	$	1

Condensed Consolidating Statement of Comprehensive Income



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

Condensed Consolidating Statement of Comprehensive Income



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



	As previously reported			Reclassifications			As Reclassified
	(millions)
Condensed consolidating statement of comprehensive income for the year ended 31 December 2012
Willis Group Holdings - the Parent Issuer
Comprehensive loss attributable to Willis Group Holdings	$	(552	)	$	—		$	(552	)
The Guarantors
Comprehensive loss attributable to Willis Group Holdings	$	(486	)	$	(8	)	$	(494	)
Other
Comprehensive loss attributable to Willis Group Holdings	$	(226	)	$	(306	)	$	(532	)
Consolidating adjustments
Comprehensive income attributable to Willis Group Holdings	$	712		$	314		$	1,026

	As previously reported			Reclassifications			As Reclassified
	(millions)
Condensed consolidating statement of comprehensive income for the year ended 31 December 2011
Willis Group Holdings - the Parent Issuer
Comprehensive income attributable to Willis Group Holdings	$	1		$	—		$	1
The Guarantors
Comprehensive (loss) income attributable to Willis Group Holdings	$	(24	)	$	72		$	48
Other
Comprehensive (loss) income attributable to Willis Group Holdings	$	(65	)	$	164		$	99
Consolidating adjustments
Comprehensive income (loss) attributable to Willis Group Holdings	$	89		$	(236	)	$	(147	)

Condensed Consolidating Statement of Comprehensive Income



	Year Ended December 31, 2011
	Willis Group Holdings—the Parent Issuer		The Guarantors		Other			Consolidating adjustments			Consolidated
	(millions)
Comprehensive income	$	1	$	48	$	114		$	(147	)	$	16
Less: Comprehensive income attributable to noncontrolling interests	—		—		(15		)	—			(15		)
Comprehensive income attributable to Willis Group Holdings	$	1	$	48	$	99		$	(147	)	$	1



	As previously reported			Reclassifications			As Reclassified
	(millions)
Condensed consolidating statement of comprehensive income for the year ended 31 December 2012
Willis Group Holdings
Comprehensive loss attributable to Willis Group Holdings	$	(552	)	$	—		$	(552	)
The Other Guarantors
Comprehensive loss attributable to Willis Group Holdings	$	(486	)	$	(8	)	$	(494	)
The Issuer
Comprehensive (loss) income attributable to Willis Group Holdings	$	(528	)	$	—		$	(528	)
Other
Comprehensive loss attributable to Willis Group Holdings	$	(226	)	$	(306	)	$	(532	)
Consolidating adjustments
Comprehensive income attributable to Willis Group Holdings	$	1,240		$	314		$	1,554

	As previously reported			Reclassifications			As Reclassified
	(millions)
Condensed consolidating statement of comprehensive income for the year ended 31 December 2011
Willis Group Holdings
Comprehensive income attributable to Willis Group Holdings	$	1		$	—		$	1
The Other Guarantors
Comprehensive (loss) income attributable to Willis Group Holdings	$	(24	)	$	72		$	48
The Issuer
Comprehensive income attributable to Willis Group Holdings	$	21		$	(1	)	$	20
Other
Comprehensive (loss) income attributable to Willis Group Holdings	$	(65	)	$	164		$	99
Consolidating adjustments
Comprehensive income (loss) attributable to Willis Group Holdings	$	68		$	(235	)	$	(167	)

Condensed Consolidating Statement of Comprehensive Income



	Year Ended December 31, 2011
	Willis Group Holdings		The Other Guarantors		The Issuer		Other			Consolidating adjustments			Consolidated
					(millions)
Comprehensive income	$	1	$	48	$	20	$	114		$	(167	)	$	16
Less: Comprehensive income attributable to noncontrolling interests	—		—		—		(15		)	—			(15		)
Comprehensive income attributable to Willis Group Holdings	$	1	$	48	$	20	$	99		$	(167	)	$	1

Condensed Consolidating Statement of Comprehensive Income



	Year Ended December 31, 2012
	Willis Group Holdings			The Other Guarantors			The Issuer			Other			Consolidating adjustments		Consolidated
							(millions)
Comprehensive loss	$	(552	)	$	(494	)	$	(528	)	$	(519	)	$	1,554	$	(539	)
Less: Comprehensive income attributable to noncontrolling interests	—			—			—			(13		)	—		(13		)
Comprehensive loss attributable to Willis Group Holdings	$	(552	)	$	(494	)	$	(528	)	$	(532	)	$	1,554	$	(552	)

Condensed Consolidating Statement of Comprehensive Income



	Year Ended December 31, 2013
	Willis Group Holdings		The Other Guarantors		The Issuer		Other			Consolidating adjustments			Consolidated
					(millions)
Comprehensive income	$	522	$	565	$	504	$	636		$	(1,693	)	$	534
Less: Comprehensive income attributable to noncontrolling interests	—		—		—		(12		)	—			(12		)
Comprehensive income attributable to Willis Group Holdings	$	522	$	565	$	504	$	624		$	(1,693	)	$	522

Condensed Consolidated Balance Sheet



	As previously reported			Reclassifications			As Reclassified
	(millions)
Condensed consolidating balance sheet at 31 December 2012
Willis Group Holdings - the Parent Issuer
Total assets	$	2,557		$	1,541		$	4,098
Total liabilities	858			1,541			2,399
Total equity	1,699			—			1,699
The Guarantors
Total assets	$	92		$	4,832		$	4,924
Total liabilities	1,667			4,918			6,585
Total equity	(1,575		)	(86		)	(1,661		)
Other
Total assets	$	17,125		$	(1,483	)	$	15,642
Total liabilities	11,851			720			12,571
Total equity	5,274			(2,203		)	3,071
Consolidating adjustments
Total assets	$	(4,662	)	$	(4,890	)	$	(9,552	)
Total liabilities	(989		)	(7,179		)	(8,168		)
Total equity	(3,673		)	2,289			(1,384		)

Condensed Consolidating Balance Sheet



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

Condensed Consolidating Balance Sheet



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

Condensed Consolidating Balance Sheet



	As at 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	—		—		933		—			933
Fiduciary assets	—		—		9,271		—			9,271
Deferred tax assets	—		—		13		—			13
Other current assets	1		69		114		(3		)	181
Amounts due from group undertakings	4,091		1,027		864		(5,982		)	—
Total current assets	4,093		1,096		11,694		(5,985		)	10,898
NON-CURRENT ASSETS
Investments in subsidiaries	—		2,926		—		(2,926		)	—
Fixed assets, net	—		74		394		—			468
Goodwill	—		—		2,827		—			2,827
Other intangible assets, net	—		—		385		—			385
Investments in associates	—		143		31		—			174
Deferred tax assets	—		—		18		—			18
Pension benefits asset	—		—		136		—			136
Other non-current assets	5		44		157		—			206
Non-current amounts due from group undertakings	—		641		—		(641		)	—
Total non-current assets	5		3,828		3,948		(3,567		)	4,214
TOTAL ASSETS	$	4,098	$	4,924	$	15,642	$	(9,552	)	$	15,112
LIABILITIES AND STOCKHOLDERS’ EQUITY
CURRENT LIABILITIES
Fiduciary liabilities	$	—	$	—	$	9,271	$	—		$	9,271
Deferred revenue and accrued expenses	2		—		539		—			541
Income taxes payable	—		4		18		(3		)	19
Short-term debt and current portion of long-term debt	—		15		—		—			15
Deferred tax liabilities	—		—		21		—			21
Other current liabilities	60		73		194		—			327
Amounts due to group undertakings	—		4,939		1,043		(5,982		)	—
Total current liabilities	62		5,031		11,086		(5,985		)	10,194
NON-CURRENT LIABILITIES
Investments in subsidiaries	1,542		—		—		(1,542		)	—
Long-term debt	795		1,542		1		—			2,338
Liabilities for pension benefits	—		—		282		—			282
Deferred tax liabilities	—		—		18		—			18
Provisions for liabilities	—		—		180		—			180
Other non-current liabilities	—		12		363		—			375
Non-current amounts due to group undertakings	—		—		641		(641		)	—
Total non-current liabilities	2,337		1,554		1,485		(2,183		)	3,193
TOTAL LIABILITIES	$	2,399	$	6,585	$	12,571	$	(8,168	)	$	13,387

Condensed Consolidating Balance Sheet



	As at December 31, 2012
	Willis Group Holdings — the Parent Issuer		The Guarantors			Other		Consolidating adjustments			Consolidated
	(millions)
EQUITY
Total Willis Group Holdings stockholders’ equity	1,699		(1,661		)	3,045		(1,384		)	1,699
Noncontrolling interests	—		—			26		—			26
Total equity	1,699		(1,661		)	3,071		(1,384		)	1,725
TOTAL LIABILITIES AND EQUITY	$	4,098	$	4,924		$	15,642	$	(9,552	)	$	15,112

Condensed Consolidated Statement of Cash Flows



	As previously reported			Reclassifications			As Reclassified
	(millions)
Condensed consolidating statement of cash flows for the year ended 31 December 2012
Willis Group Holdings - the Parent Issuer
Net cash (used in) provided by operating activities	$	(42	)	$	19		$	(23	)
Net cash provided by investing activities	—			256			256
Net cash provided by (used in) financing activities	43			(275		)	(232		)
The Guarantors
Net cash provided by operating activities	$	849		$	611		$	1,460
Net cash used in investing activities	(26		)	(178		)	(204		)
Net cash used in financing activities	(986		)	(433		)	(1,419		)
Other
Net cash provided by (used in) operating activities	$	431		$	(528	)	$	(97	)
Net cash (used in) provided by investing activities	(146		)	1,149			1,003
Net cash used in financing activities	(61		)	(621		)	(682		)
Consolidating adjustments
Net cash used in operating activities	$	(713	)	$	(102	)	$	(815	)
Net cash used in investing activities	—			(1,227		)	(1,227		)
Net cash provided by financing activities	713			1,329			2,042

	As previously reported			Reclassifications			As Reclassified
	(millions)
Condensed consolidating statement of cash flows for the year ended 31 December 2011
Willis Group Holdings - the Parent Issuer
Net cash (used in) provided by operating activities	$	(41	)	$	85		$	44
Net cash used in investing activities	—			(711		)	(711		)
Net cash provided by financing activities	41			626			667
The Guarantors
Net cash provided by operating activities	$	272		$	178		$	450
Net cash used in investing activities	(25		)	(42		)	(67		)
Net cash used in financing activities	(160		)	(136		)	(296		)
Other
Net cash provided by (used in) operating activities	$	1,269		$	(1,138	)	$	131
Net cash (used in) provided by investing activities	(76		)	123			47
Net cash (used in) provided by financing activities	(1,156		)	1,015			(141		)
Consolidating adjustments
Net cash (used in) provided by operating activities	$	(1,061	)	$	875		$	(186	)
Net cash provided by investing activities	—			630			630
Net cash provided by (used in) financing activities	1,061			(1,505		)	(444		)

Condensed Consolidating Statement of Cash Flows



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

Condensed Consolidating Statement of Cash Flows



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

Condensed Consolidating Statement of Cash Flows



	Year Ended December 31, 2011
	Willis Group Holdings — the Parent Issuer			The Guarantors			Other			Consolidating adjustments			Consolidated
	(millions)
NET CASH PROVIDED BY OPERATING ACTIVITIES	$	44		$	450		$	131		$	(186	)	$	439
CASH FLOWS FROM INVESTING ACTIVITIES
Proceeds on disposal of fixed and intangible assets	—			—			13			—			13
Additions to fixed assets	—			(25		)	(86		)	—			(111		)
Acquisitions of subsidiaries, net of cash acquired	—			—			(10		)	—			(10		)
Acquisitions of investments in associates	—			—			(2		)	—			(2		)
Payments to acquire other investments	—			—			(5		)	—			(5		)
Proceeds from sale of operations, net of cash disposed	—			—			14			—			14
Proceeds from intercompany investing activities	—			96			224			(320		)	—
Repayments of intercompany investing activities	(711		)	(138		)	(101		)	950			—
Net cash used in investing activities	(711		)	(67		)	47			630			(101		)
CASH FLOWS FROM FINANCING ACTIVITIES
Repayments of revolving credit facility	—			(90		)	—			—			(90		)
Senior notes issued	794			—			—			—			794
Debt issuance costs	(7		)	(5		)	—			—			(12		)
Repayments of debt	—			(911		)	—			—			(911		)
Proceeds from the issue of term loan	—			300			—			—			300
Make-whole on repurchase and redemption of senior notes	—			(158		)	—			—			(158		)
Proceeds from issue of shares	60			—			—			—			60
Excess tax benefits from share-based payment arrangements	—			—			5			—			5
Dividends paid	(180		)	—			(186		)	186			(180		)
Acquisition of noncontrolling interests	—			(4		)	(5		)	—			(9		)
Dividends paid to noncontrolling interests	—			—			(13		)	—			(13		)
Proceeds from intercompany financing activities	—			796			154			(950		)	—
Repayments of intercompany financing activities	—			(224		)	(96		)	320			—
Net cash provided by (used in) financing activities	667			(296		)	(141		)	(444		)	(214		)
INCREASE IN CASH AND CASH EQUIVALENTS	—			87			37			—			124
Effect of exchange rate changes on cash and cash equivalents	—			—			(4		)	—			(4		)
CASH AND CASH EQUIVALENTS, BEGINNING OF YEAR	—			76			240			—			316
CASH AND CASH EQUIVALENTS, END OF YEAR	$	—		$	163		$	273		$	—		$	436

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

12 Months Ended

Dec. 31, 2013

Condensed Financial Information of Parent Company Only Disclosure [Abstract]

Condensed Income Statement [Table Text Block]

Condensed Consolidating Statement of Operations



	Year Ended December 31, 2011
	Willis Group Holdings			The Other Guarantors			The Issuer			Other			Consolidating adjustments			Consolidated
							(millions)
REVENUES
Commissions and fees	$	—		$	—		$	—		$	3,414		$	—		$	3,414
Investment income	—			2			—			29			—			31
Other income	—			—			—			2			—			2
Total revenues	—			2			—			3,445			—			3,447
EXPENSES
Salaries and benefits	(3		)	(69		)	—			(2,015		)	—			(2,087		)
Other operating expenses	(17		)	(70		)	4			(573		)	—			(656		)
Depreciation expense	—			(14		)	—			(60		)	—			(74		)
Amortization of intangible assets	—			—			—			(68		)	—			(68		)
Net gain on disposal of operations	—			—			—			4			—			4
Total expenses	(20		)	(153		)	4			(2,712		)	—			(2,881		)
OPERATING (LOSS) INCOME	(20		)	(151		)	4			733			—			566
Income from Group undertakings	—			438			64			119			(621		)	—
Expenses due to Group undertakings	—			(180		)	(26		)	(415		)	621			—
Make-whole on repurchase and redemption of senior notes and write-off of unamortized debt issuance costs	—			—			(171		)	—			—			(171		)
Interest expense	(34		)	(99		)	(15		)	(8		)	—			(156		)
(LOSS) INCOME FROM CONTINUING OPERATIONS BEFORE INCOME TAXES AND INTEREST IN EARNINGS OF ASSOCIATES	(54		)	8			(144		)	429			—			239
Income taxes	—			47			39			(117		)	(1		)	(32		)
(LOSS) INCOME FROM CONTINUING OPERATIONS BEFORE INTEREST IN EARNINGS OF ASSOCIATES	(54		)	55			(105		)	312			(1		)	207
Interest in earnings of associates, net of tax	—			8			—			4			—			12
Equity account for subsidiaries	258			183			322			—			(763		)	—
INCOME FROM CONTINUING OPERATIONS	204			246			217			316			(764		)	219
Discontinued operations, net of tax	—			—			—			1			—			1
NET INCOME	204			246			217			317			(764		)	220
Less: Net income attributable to noncontrolling interests	—			—			—			(16		)	—			(16		)
NET INCOME ATTRIBUTABLE TO WILLIS GROUP HOLDINGS	$	204		$	246		$	217		$	301		$	(764	)	$	204

Condensed Consolidating Statement of Operations



	Year Ended December 31, 2012
	Willis Group Holdings			The Other Guarantors			The Issuer			Other			Consolidating adjustments			Consolidated
							(millions)
REVENUES
Commissions and fees	$	—		$	—		$	—		$	3,458		$	—		$	3,458
Investment income	—			1			—			17			—			18
Other income	—			—			—			4			—			4
Total revenues	—			1			—			3,479			—			3,480
EXPENSES
Salaries and benefits	(2		)	(96		)	—			(2,377		)	—			(2,475		)
Other operating expenses	(4		)	(162		)	1			(416		)	—			(581		)
Depreciation expense	—			(16		)	—			(63		)	—			(79		)
Amortization of intangible assets	—			—			—			(59		)	—			(59		)
Goodwill impairment	—			—			—			(492		)	—			(492		)
Net loss on disposal of operations	—			—			—			(3		)	—			(3		)
Total expenses	(6		)	(274		)	1			(3,410		)	—			(3,689		)
OPERATING (LOSS) INCOME	(6		)	(273		)	1			69			—			(209		)
Income from Group undertakings	—			436			79			111			(626		)	—
Expenses due to Group undertakings	—			(185		)	(27		)	(414		)	626			—
Interest expense	(43		)	(69		)	(8		)	(8		)	—			(128		)
(LOSS) INCOME FROM CONTINUING OPERATIONS BEFORE INCOME TAXES AND INTEREST IN EARNINGS OF ASSOCIATES	(49		)	(91		)	45			(242		)	—			(337		)
Income taxes	—			76			(11		)	(166		)	—			(101		)
(LOSS) INCOME FROM CONTINUING OPERATIONS BEFORE INTEREST IN EARNINGS OF ASSOCIATES	(49		)	(15		)	34			(408		)	—			(438		)
Interest in earnings of associates, net of tax	—			8			—			(3		)	—			5
Equity account for subsidiaries	(397		)	(390		)	(461		)	—			1,248			—
LOSS FROM CONTINUING OPERATIONS	(446		)	(397		)	(427		)	(411		)	1,248			(433		)
Discontinued operations, net of tax	—			—			—			—			—			—
NET LOSS	(446		)	(397		)	(427		)	(411		)	1,248			(433		)
Less: Net income attributable to noncontrolling interests	—			—			—			(13		)	—			(13		)
NET LOSS ATTRIBUTABLE TO WILLIS GROUP HOLDINGS	$	(446	)	$	(397	)	$	(427	)	$	(424	)	$	1,248		$	(446	)



	As previously reported			Reclassifications			As Reclassified
	(millions)
Condensed consolidating statement of operations for the year ended 31 December 2012
Willis Group Holdings
Operating loss	$	(6	)	$	—		$	(6	)
Net loss attributable to Willis Group Holdings	(446		)	—			(446		)
The Other Guarantors
Operating loss	$	(262	)	$	(11	)	$	(273	)
Net loss attributable to Willis Group Holdings	(389		)	(8		)	(397		)
The Issuer
Operating income	$	1		$	—		$	1
Net loss attributable to Willis Group Holdings	(427		)	—			(427		)
Other
Operating income (loss)	$	122		$	(53	)	$	69
Net loss attributable to Willis Group Holdings	(118		)	(306		)	(424		)
Consolidating adjustments
Operating (loss) income	$	(64	)	$	64		$	—
Net income attributable to Willis Group Holdings	934			314			1,248

	As previously reported			Reclassifications			As Reclassified
	(millions)
Condensed consolidating statement of operations for the year ended 31 December 2011
Willis Group Holdings
Operating loss	$	(20	)	$	—		$	(20	)
Net income attributable to Willis Group Holdings	204			—			204
The Other Guarantors
Operating loss	$	(140	)	$	(11	)	$	(151	)
Net income attributable to Willis Group Holdings	174			72			246
The Issuer
Operating income	$	4		$	—		$	4
Net income (loss) attributable to Willis Group Holdings	218			(1		)	217
Other
Operating income (loss)	$	754		$	(21	)	$	733
Net income attributable to Willis Group Holdings	137			164			301
Consolidating adjustments
Operating (loss) income	$	(32	)	$	32		$	—
Net loss attributable to Willis Group Holdings	(529		)	(235		)	(764		)



	Year Ended December 31, 2013
	Willis Group Holdings			The Other Guarantors			The Issuer			Other			Consolidating adjustments			Consolidated
							(millions)
REVENUES
Commissions and fees	$	—		$	8		$	—		$	3,625		$	—		$	3,633
Investment income	—			—			—			15			—			15
Other income	—			—			—			7			—			7
Total revenues	—			8			—			3,647			—			3,655
EXPENSES
Salaries and benefits	(1		)	(103		)	—			(2,103		)	—			(2,207		)
Other operating expenses	—			(235		)	(1		)	(380		)	—			(616		)
Depreciation expense	—			(23		)	—			(71		)	—			(94		)
Amortization of intangible assets	—			—			—			(55		)	—			(55		)
Net gain on disposal of operations	—			—			—			12			(10		)	2
Total expenses	(1		)	(361		)	(1		)	(2,597		)	(10		)	(2,970		)
OPERATING (LOSS) INCOME	(1		)	(353		)	(1		)	1,050			(10		)	685
Income from Group undertakings	—			491			68			86			(645		)	—
Expenses due to Group undertakings	(10		)	(153		)	(26		)	(456		)	645			—
Loss from extinguishment of debt	—			(60		)	—			—			—			(60		)
Interest expense	(42		)	(61		)	(18		)	(5		)	—			(126		)
(LOSS) INCOME FROM CONTINUING OPERATIONS BEFORE INCOME TAXES AND INTEREST IN EARNINGS OF ASSOCIATES	(53		)	(136		)	23			675			(10		)	499
Income taxes	—			29			(6		)	(145		)	—			(122		)
(LOSS) INCOME FROM CONTINUING OPERATIONS BEFORE INTEREST IN EARNINGS OF ASSOCIATES	(53		)	(107		)	17			530			(10		)	377
Interest in earnings of associates, net of tax	—			9			—			(9		)	—			—
Equity account for subsidiaries	418			515			344			—			(1,277		)	—
INCOME FROM CONTINUING OPERATIONS	365			417			361			521			(1,287		)	377
Discontinued operations, net of tax	—			—			—			—			—			—
NET INCOME	365			417			361			521			(1,287		)	377
Less: Net income attributable to noncontrolling interests	—			—			—			(12		)	—			(12		)
NET INCOME ATTRIBUTABLE TO WILLIS GROUP HOLDINGS	$	365		$	417		$	361		$	509		$	(1,287	)	$	365

Condensed Consolidating Statement of Operations



	Year Ended December 31, 2011
	Willis Group Holdings			The Other Guarantors			The Issuer			Other			Consolidating adjustments			Consolidated
							(millions)
REVENUES
Commissions and fees	$	—		$	—		$	—		$	3,414		$	—		$	3,414
Investment income	—			2			—			29			—			31
Other income	—			—			—			2			—			2
Total revenues	—			2			—			3,445			—			3,447
EXPENSES
Salaries and benefits	(3		)	(69		)	—			(2,015		)	—			(2,087		)
Other operating expenses	(17		)	(70		)	4			(573		)	—			(656		)
Depreciation expense	—			(14		)	—			(60		)	—			(74		)
Amortization of intangible assets	—			—			—			(68		)	—			(68		)
Net gain on disposal of operations	—			—			—			4			—			4
Total expenses	(20		)	(153		)	4			(2,712		)	—			(2,881		)
OPERATING (LOSS) INCOME	(20		)	(151		)	4			733			—			566
Income from Group undertakings	—			438			64			119			(621		)	—
Expenses due to Group undertakings	—			(180		)	(26		)	(415		)	621			—
Make-whole on repurchase and redemption of senior notes and write-off of unamortized debt issuance costs	—			—			(171		)	—			—			(171		)
Interest expense	(34		)	(99		)	(15		)	(8		)	—			(156		)
(LOSS) INCOME FROM CONTINUING OPERATIONS BEFORE INCOME TAXES AND INTEREST IN EARNINGS OF ASSOCIATES	(54		)	8			(144		)	429			—			239
Income taxes	—			47			39			(117		)	(1		)	(32		)
(LOSS) INCOME FROM CONTINUING OPERATIONS BEFORE INTEREST IN EARNINGS OF ASSOCIATES	(54		)	55			(105		)	312			(1		)	207
Interest in earnings of associates, net of tax	—			8			—			4			—			12
Equity account for subsidiaries	258			183			322			—			(763		)	—
INCOME FROM CONTINUING OPERATIONS	204			246			217			316			(764		)	219
Discontinued operations, net of tax	—			—			—			1			—			1
NET INCOME	204			246			217			317			(764		)	220
Less: Net income attributable to noncontrolling interests	—			—			—			(16		)	—			(16		)
NET INCOME ATTRIBUTABLE TO WILLIS GROUP HOLDINGS	$	204		$	246		$	217		$	301		$	(764	)	$	204

Condensed Consolidating Statement of Comprehensive Income



	Year Ended December 31, 2013
	Willis Group Holdings		The Other Guarantors		The Issuer		Other			Consolidating adjustments			Consolidated
					(millions)
Comprehensive income	$	522	$	565	$	74	$	636		$	(1,263	)	$	534
Less: Comprehensive income attributable to noncontrolling interests	—		—		—		(12		)	—			(12		)
Comprehensive income attributable to Willis Group Holdings	$	522	$	565	$	74	$	624		$	(1,263	)	$	522

Condensed Consolidating Statement of Comprehensive Income



	Year Ended December 31, 2011
	Willis Group Holdings		The Other Guarantors		The Issuer			Other			Consolidating adjustments		Consolidated
					(millions)
Comprehensive income (loss)	$	1	$	48	$	(148	)	$	114		$	1	$	16
Less: Comprehensive income attributable to noncontrolling interests	—		—		—			(15		)	—		(15		)
Comprehensive income (loss) attributable to Willis Group Holdings	$	1	$	48	$	(148	)	$	99		$	1	$	1

Condensed Consolidating Statement of Comprehensive Income



	Year Ended December 31, 2012
	Willis Group Holdings			The Other Guarantors			The Issuer			Other			Consolidating adjustments		Consolidated
							(millions)
Comprehensive loss	$	(552	)	$	(494	)	$	(263	)	$	(519	)	$	1,289	$	(539	)
Less: Comprehensive income attributable to noncontrolling interests	—			—			—			(13		)	—		(13		)
Comprehensive loss attributable to Willis Group Holdings	$	(552	)	$	(494	)	$	(263	)	$	(532	)	$	1,289	$	(552	)



	As previously reported			Reclassifications			As Reclassified
	(millions)
Condensed consolidating statement of comprehensive income for the year ended 31 December 2012
Willis Group Holdings
Comprehensive loss attributable to Willis Group Holdings	$	(552	)	$	—		$	(552	)
The Other Guarantors
Comprehensive loss attributable to Willis Group Holdings	$	(486	)	$	(8	)	$	(494	)
The Issuer
Comprehensive loss attributable to Willis Group Holdings	$	(263	)	$	—		$	(263	)
Other
Comprehensive loss attributable to Willis Group Holdings	$	(226	)	$	(306	)	$	(532	)
Consolidating adjustments
Comprehensive income attributable to Willis Group Holdings	$	975		$	314		$	1,289

	As previously reported			Reclassifications			As Reclassified
	(millions)
Condensed consolidating statement of comprehensive income for the year ended 31 December 2011
Willis Group Holdings
Comprehensive income attributable to Willis Group Holdings	$	1		$	—		$	1
The Other Guarantors
Comprehensive (loss) income attributable to Willis Group Holdings	$	(24	)	$	72		$	48
The Issuer
Comprehensive loss attributable to Willis Group Holdings	$	(117	)	$	(31	)	$	(148	)
Other
Comprehensive (loss) income attributable to Willis Group Holdings	$	(65	)	$	164		$	99
Consolidating adjustments
Comprehensive income (loss) attributable to Willis Group Holdings	$	206		$	(205	)	$	1

Condensed Consolidating Statement of Comprehensive Income



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

Condensed Consolidating Statement of Comprehensive Income



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



	As previously reported			Reclassifications			As Reclassified
	(millions)
Condensed consolidating statement of comprehensive income for the year ended 31 December 2012
Willis Group Holdings - the Parent Issuer
Comprehensive loss attributable to Willis Group Holdings	$	(552	)	$	—		$	(552	)
The Guarantors
Comprehensive loss attributable to Willis Group Holdings	$	(486	)	$	(8	)	$	(494	)
Other
Comprehensive loss attributable to Willis Group Holdings	$	(226	)	$	(306	)	$	(532	)
Consolidating adjustments
Comprehensive income attributable to Willis Group Holdings	$	712		$	314		$	1,026

	As previously reported			Reclassifications			As Reclassified
	(millions)
Condensed consolidating statement of comprehensive income for the year ended 31 December 2011
Willis Group Holdings - the Parent Issuer
Comprehensive income attributable to Willis Group Holdings	$	1		$	—		$	1
The Guarantors
Comprehensive (loss) income attributable to Willis Group Holdings	$	(24	)	$	72		$	48
Other
Comprehensive (loss) income attributable to Willis Group Holdings	$	(65	)	$	164		$	99
Consolidating adjustments
Comprehensive income (loss) attributable to Willis Group Holdings	$	89		$	(236	)	$	(147	)

Condensed Consolidating Statement of Comprehensive Income



	Year Ended December 31, 2011
	Willis Group Holdings—the Parent Issuer		The Guarantors		Other			Consolidating adjustments			Consolidated
	(millions)
Comprehensive income	$	1	$	48	$	114		$	(147	)	$	16
Less: Comprehensive income attributable to noncontrolling interests	—		—		(15		)	—			(15		)
Comprehensive income attributable to Willis Group Holdings	$	1	$	48	$	99		$	(147	)	$	1



	As previously reported			Reclassifications			As Reclassified
	(millions)
Condensed consolidating statement of comprehensive income for the year ended 31 December 2012
Willis Group Holdings
Comprehensive loss attributable to Willis Group Holdings	$	(552	)	$	—		$	(552	)
The Other Guarantors
Comprehensive loss attributable to Willis Group Holdings	$	(486	)	$	(8	)	$	(494	)
The Issuer
Comprehensive (loss) income attributable to Willis Group Holdings	$	(528	)	$	—		$	(528	)
Other
Comprehensive loss attributable to Willis Group Holdings	$	(226	)	$	(306	)	$	(532	)
Consolidating adjustments
Comprehensive income attributable to Willis Group Holdings	$	1,240		$	314		$	1,554

	As previously reported			Reclassifications			As Reclassified
	(millions)
Condensed consolidating statement of comprehensive income for the year ended 31 December 2011
Willis Group Holdings
Comprehensive income attributable to Willis Group Holdings	$	1		$	—		$	1
The Other Guarantors
Comprehensive (loss) income attributable to Willis Group Holdings	$	(24	)	$	72		$	48
The Issuer
Comprehensive income attributable to Willis Group Holdings	$	21		$	(1	)	$	20
Other
Comprehensive (loss) income attributable to Willis Group Holdings	$	(65	)	$	164		$	99
Consolidating adjustments
Comprehensive income (loss) attributable to Willis Group Holdings	$	68		$	(235	)	$	(167	)

Condensed Consolidating Statement of Comprehensive Income



	Year Ended December 31, 2011
	Willis Group Holdings		The Other Guarantors		The Issuer		Other			Consolidating adjustments			Consolidated
					(millions)
Comprehensive income	$	1	$	48	$	20	$	114		$	(167	)	$	16
Less: Comprehensive income attributable to noncontrolling interests	—		—		—		(15		)	—			(15		)
Comprehensive income attributable to Willis Group Holdings	$	1	$	48	$	20	$	99		$	(167	)	$	1

Condensed Consolidating Statement of Comprehensive Income



	Year Ended December 31, 2012
	Willis Group Holdings			The Other Guarantors			The Issuer			Other			Consolidating adjustments		Consolidated
							(millions)
Comprehensive loss	$	(552	)	$	(494	)	$	(528	)	$	(519	)	$	1,554	$	(539	)
Less: Comprehensive income attributable to noncontrolling interests	—			—			—			(13		)	—		(13		)
Comprehensive loss attributable to Willis Group Holdings	$	(552	)	$	(494	)	$	(528	)	$	(532	)	$	1,554	$	(552	)

Condensed Consolidating Statement of Comprehensive Income



	Year Ended December 31, 2013
	Willis Group Holdings		The Other Guarantors		The Issuer		Other			Consolidating adjustments			Consolidated
					(millions)
Comprehensive income	$	522	$	565	$	504	$	636		$	(1,693	)	$	534
Less: Comprehensive income attributable to noncontrolling interests	—		—		—		(12		)	—			(12		)
Comprehensive income attributable to Willis Group Holdings	$	522	$	565	$	504	$	624		$	(1,693	)	$	522

Condensed Balance Sheet [Table Text Block]

Condensed Consolidating Balance Sheet



	As at December 31, 2013
	Willis Group Holdings		The Other Guarantors		The Issuer		Other		Consolidating adjustments			Consolidated
					(millions)
ASSETS
CURRENT ASSETS
Cash and cash equivalents	$	3	$	3	$	—	$	790	$	—		$	796
Accounts receivable, net	—		4		—		1,037		—			1,041
Fiduciary assets	—		—		—		8,412		—			8,412
Deferred tax assets	—		—		—		16		(1		)	15
Other current assets	1		36		1		186		(27		)	197
Amounts due from group undertakings	4,051		975		793		1,484		(7,303		)	—
Total current assets	4,055		1,018		794		11,925		(7,331		)	10,461
NON-CURRENT ASSETS
Investments in subsidiaries	—		3,716		2,705		—		(6,421		)	—
Fixed assets, net	—		66		—		415		—			481
Goodwill	—		—		—		2,838		—			2,838
Other intangible assets, net	—		—		—		353		—			353
Investments in associates	—		156		—		20		—			176
Deferred tax assets	—		—		—		7		—			7
Pension benefits asset	—		—		—		278		—			278
Other non-current assets	4		5		9		188		—			206
Non-current amounts due from group undertakings	—		1,113		518		—		(1,631		)	—
Total non-current assets	4		5,056		3,232		4,099		(8,052		)	4,339
TOTAL ASSETS	$	4,059	$	6,074	$	4,026	$	16,024	$	(15,383	)	$	14,800
LIABILITIES AND STOCKHOLDERS’ EQUITY
CURRENT LIABILITIES
Fiduciary liabilities	$	—	$	—	$	—	$	8,412	$	—		$	8,412
Deferred revenue and accrued expenses	2		29		—		555		—			586
Income taxes payable	—		4		5		39		(27		)	21
Short-term debt and current portion of long-term debt	—		—		15		—		—			15
Deferred tax liabilities	—		—		—		25		—			25
Other current liabilities	62		42		11		300		—			415
Amounts due to group undertakings	—		5,813		157		1,333		(7,303		)	—
Total current liabilities	64		5,888		188		10,664		(7,330		)	9,474
NON-CURRENT LIABILITIES
Investments in subsidiaries	985		—		—		—		(985		)	—
Long-term debt	795		733		782		1		—			2,311
Liabilities for pension benefits	—		—		—		136		—			136
Deferred tax liabilities	—		1		—		55		—			56
Provisions for liabilities	—		—		—		206		—			206
Other non-current liabilities	—		48		—		326		—			374
Non-current amounts due to group undertakings	—		518		423		690		(1,631		)	—
Total non-current liabilities	1,780		1,300		1,205		1,414		(2,616		)	3,083
TOTAL LIABILITIES	$	1,844	$	7,188	$	1,393	$	12,078	$	(9,946	)	$	12,557

Condensed Consolidating Balance Sheet



	As at December 31, 2013
	Willis Group Holdings		The Other Guarantors			The Issuer		Other		Consolidating adjustments			Consolidated
						(millions)
EQUITY
Total Willis Group Holdings stockholders’ equity	2,215		(1,114		)	2,633		3,918		(5,437		)	2,215
Noncontrolling interests	—		—			—		28		—			28
Total equity	2,215		(1,114		)	2,633		3,946		(5,437		)	2,243
TOTAL LIABILITIES AND EQUITY	$	4,059	$	6,074		$	4,026	$	16,024	$	(15,383	)	$	14,800

Condensed Consolidating Balance Sheet



	As at 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	—		—		—		933		—			933
Fiduciary assets	—		—		—		9,271		—			9,271
Deferred tax assets	—		—		—		13		—			13
Other current assets	1		79		1		114		(14		)	181
Amounts due from group undertakings	4,091		1,070		801		864		(6,826		)	—
Total current assets	4,093		1,149		802		11,694		(6,840		)	10,898
NON-CURRENT ASSETS
Investments in subsidiaries	—		2,939		2,464		—		(5,403		)	—
Fixed assets, net	—		74		—		394		—			468
Goodwill	—		—		—		2,827		—			2,827
Other intangible assets, net	—		—		—		385		—			385
Investments in associates	—		143		—		31		—			174
Deferred tax assets	—		—		—		18		—			18
Pension benefits asset	—		—		—		136		—			136
Other non-current assets	5		41		3		157		—			206
Non-current amounts due from group undertakings	—		1,064		—		—		(1,064		)	—
Total non-current assets	5		4,261		2,467		3,948		(6,467		)	4,214
TOTAL ASSETS	$	4,098	$	5,410	$	3,269	$	15,642	$	(13,307	)	$	15,112
LIABILITIES AND STOCKHOLDERS’ EQUITY
CURRENT LIABILITIES
Fiduciary liabilities	$	—	$	—	$	—	$	9,271	$	—		$	9,271
Deferred revenue and accrued expenses	2		—		—		539		—			541
Income taxes payable	—		4		11		18		(14		)	19
Short-term debt and current portion of long-term debt	—		—		15		—		—			15
Deferred tax liabilities	—		—		—		21		—			21
Other current liabilities	60		73		—		194		—			327
Amounts due to group undertakings	—		5,714		69		1,043		(6,826		)	—
Total current liabilities	62		5,791		95		11,086		(6,840		)	10,194
NON-CURRENT LIABILITIES
Investments in subsidiaries	1,542		—		—		—		(1,542		)	—
Long-term debt	795		1,268		274		1		—			2,338
Liabilities for pension benefits	—		—		—		282		—			282
Deferred tax liabilities	—		—		—		18		—			18
Provisions for liabilities	—		—		—		180		—			180
Other non-current liabilities	—		12		—		363		—			375
Non-current amounts due to group undertakings	—		—		423		641		(1,064		)	—
Total non-current liabilities	2,337		1,280		697		1,485		(2,606		)	3,193
TOTAL LIABILITIES	$	2,399	$	7,071	$	792	$	12,571	$	(9,446	)	$	13,387

Condensed Consolidating Balance Sheet



	As at December 31, 2012
	Willis Group Holdings		The Other Guarantors			The Issuer		Other		Consolidating adjustments			Consolidated
						(millions)
EQUITY
Total Willis Group Holdings stockholders’ equity	1,699		(1,661		)	2,477		3,045		(3,861		)	1,699
Noncontrolling interests	—		—			—		26		—			26
Total equity	1,699		(1,661		)	2,477		3,071		(3,861		)	1,725
TOTAL LIABILITIES AND EQUITY	$	4,098	$	5,410		$	3,269	$	15,642	$	(13,307	)	$	15,112



	As previously reported			Reclassifications			As Reclassified
	(millions)
Condensed consolidating balance sheet at 31 December 2012
Willis Group Holdings
Total assets	$	2,557		$	1,541		$	4,098
Total liabilities	858			1,541			2,399
Total equity	1,699			—			1,699
The Other Guarantors
Total assets	$	(208	)	$	5,618		$	5,410
Total liabilities	1,367			5,704			7,071
Total equity	(1,575		)	(86		)	(1,661		)
The Issuer
Total assets	$	2,861		$	408		$	3,269
Total liabilities	300			492			792
Total equity	2,561			(84		)	2,477
Other
Total assets	$	17,125		$	(1,483	)	$	15,642
Total liabilities	11,851			720			12,571
Total equity	5,274			(2,203		)	3,071
Consolidating adjustments
Total assets	$	(7,223	)	$	(6,084	)	$	(13,307	)
Total liabilities	(989		)	(8,457		)	(9,446		)
Total equity	(6,234		)	2,373			(3,861		)

Condensed Cash Flow Statement [Table Text Block]



	As previously reported			Reclassifications			As Reclassified
	(millions)
Condensed consolidating statement of cash flows for the year ended 31 December 2012
Willis Group Holdings
Net cash (used in) provided by operating activities	$	(42	)	$	19		$	(23	)
Net cash provided by investing activities	—			256			256
Net cash provided by (used in) financing activities	43			(275		)	(232		)
The Other Guarantors
Net cash provided by operating activities	$	780		$	724		$	1,504
Net cash used in investing activities	(7		)	(102		)	(109		)
Net cash used in financing activities	(773		)	(622		)	(1,395		)
The Issuer
Net cash provided by (used in) operating activities	$	69		$	(113	)	$	(44	)
Net cash (used in) provided by investing activities	(19		)	34			15
Net cash (used in) provided by financing activities	(213		)	79			(134		)
Other
Net cash provided by (used in) operating activities	$	431		$	(528	)	$	(97	)
Net cash (used in) provided by investing activities	(146		)	1,149			1,003
Net cash used in financing activities	(61		)	(621		)	(682		)
Consolidating adjustments
Net cash used in operating activities	$	(713	)	$	(102	)	$	(815	)
Net cash used in investing activities	—			(1,337		)	(1,337		)
Net cash provided by financing activities	713			1,439			2,152

	As previously reported			Reclassifications			As Reclassified
	(millions)
Condensed consolidating statement of cash flows for the year ended 31 December 2011
Willis Group Holdings
Net cash (used in) provided by operating activities	$	(41	)	$	85		$	44
Net cash used in investing activities	—			(711		)	(711		)
Net cash provided by financing activities	41			626			667
The Other Guarantors
Net cash provided by operating activities	$	184		$	132		$	316
Net cash used in investing activities	(4		)	(430		)	(434		)
Net cash (used in) provided by financing activities	(180		)	298			118
The Issuer
Net cash provided by operating activities	$	88		$	46		$	134
Net cash (used in) provided by investing activities	(21		)	128			107
Net cash provided by (used in) financing activities	20			(174		)	(154		)
Other
Net cash provided by (used in) operating activities	$	1,269		$	(1,138	)	$	131
Net cash (used in) provided by investing activities	(76		)	123			47
Net cash (used in) provided by financing activities	(1,156		)	1,015			(141		)
Consolidating adjustments
Net cash (used in) provided by operating activities	$	(1,061	)	$	875		$	(186	)
Net cash provided by investing activities	—			890			890
Net cash provided by (used in) financing activities	1,061			(1,765		)	(704		)

Condensed Consolidating Statement of Cash Flows



	Year Ended December 31, 2013
	Willis Group Holdings			The Other Guarantors			The Issuer			Other			Consolidating adjustments			Consolidated
							(millions)
NET CASH (USED IN) PROVIDED BY OPERATING ACTIVITIES	$	4		$	125		$	7		$	662		$	(237	)	$	561
CASH FLOWS FROM INVESTING ACTIVITIES
Proceeds on disposal of fixed and intangible assets	—			—			3			9			—			12
Additions to fixed assets	—			(7		)	(11		)	(94		)	—			(112		)
Additions to intangibles assets	—			—			—			(7		)	—			(7		)
Acquisitions of subsidiaries, net of cash acquired	—			(237		)	(230		)	(30		)	467			(30		)
Payments to acquire other investments	—			—			—			(7		)	—			(7		)
Proceeds from sale of associates	—			—			—			4			—			4
Proceeds from sale of operations, net of cash disposed	—			—			230			257			(467		)	20
Proceeds from intercompany investing activities	383			211			36			60			(690		)	—
Repayments of intercompany investing activities	(347		)	(442		)	(120		)	(780		)	1,689			—
Net cash provided by (used in) investing activities	36			(475		)	(92		)	(588		)	999			(120		)
CASH FLOWS FROM FINANCING ACTIVITIES
Senior notes issued	—			522			—			—			—			522
Debt issuance costs	—			(8		)	—			—			—			(8		)
Repayments of debt	—			(15		)	(521		)	—			—			(536		)
Tender premium on extinguishment of senior notes	—			—			(65		)	—			—			(65		)
Proceeds from issue of shares	155			—			—			—			—			155
Excess tax benefits from share-based payment arrangements	—			—			—			2			—			2
Dividends paid	(193		)	—			(230		)	(7		)	237			(193		)
Acquisition of noncontrolling interests	—			—			—			(4		)	—			(4		)
Dividends paid to noncontrolling interests	—			—			—			(10		)	—			(10		)
Proceeds from intercompany financing activities	—			321			901			467			(1,689		)	—
Repayments of intercompany financing activities	—			(467		)	—			(223		)	690			—
Net cash (used in) provided by financing activities	(38		)	353			85			225			(762		)	(137		)
INCREASE IN CASH AND CASH EQUIVALENTS	2			3			—			299			—			304
Effect of exchange rate changes on cash and cash equivalents	—			—			—			(8		)	—			(8		)
CASH AND CASH EQUIVALENTS, BEGINNING OF YEAR	1			—			—			499			—			500
CASH AND CASH EQUIVALENTS, END OF YEAR	$	3		$	3		$	—		$	790		$	—		$	796

Condensed Consolidating Statement of Cash Flows



	Year Ended December 31, 2012
	Willis Group Holdings			The Other Guarantors			The Issuer			Other			Consolidating adjustments			Consolidated
							(millions)
NET CASH (USED IN) PROVIDED BY OPERATING ACTIVITIES	$	(23	)	$	1,504		$	(44	)	$	(97	)	$	(815	)	$	525
CASH FLOWS FROM INVESTING ACTIVITIES
Proceeds on disposal of fixed and intangible assets	—			—			—			5			—			5
Additions to fixed assets	—			(7		)	(19		)	(109		)	—			(135		)
Additions to intangible assets	—			—			—			(2		)	—			(2		)
Acquisitions of subsidiaries, net of cash acquired	—			—			—			(33		)	—			(33		)
Payments to acquire other investments	—			—			—			(7		)	—			(7		)
Proceeds from sale of operations, net of cash disposed	—			—			—			—			—			—
Proceeds from intercompany investing activities	256			216			44			1,230			(1,746		)	—
Repayments of intercompany investing activities	—			(318		)	(10		)	(81		)	409			—
Net cash provided by (used in) investing activities	256			(109		)	15			1,003			(1,337		)	(172		)
CASH FLOWS FROM FINANCING ACTIVITIES
Repayments of debt	—			(15		)	—			—			—			(15		)
Proceeds from issue of other debt	—			1			—			—			—			1
Repurchase of shares	(100		)	—			—			—			—			(100		)
Proceeds from issue of shares	53			—			—			—			—			53
Excess tax benefits from share-based payment arrangements	—			—			—			2			—			2
Dividends paid	(185		)	—			—			(815		)	815			(185		)
Proceeds from sale of noncontrolling interest	—			—			—			3			—			3
Acquisition of noncontrolling interests	—			—			—			(39		)	—			(39		)
Dividends paid to noncontrolling interests	—			—			—			(11		)	—			(11		)
Proceeds from intercompany financing activities	—			81			—			328			(409		)	—
Repayments of intercompany financing activities	—			(1,462		)	(134		)	(150		)	1,746			—
Net cash (used in) provided by financing activities	(232		)	(1,395		)	(134		)	(682		)	2,152			(291		)
INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS	1			—			(163		)	224			—			62
Effect of exchange rate changes on cash and cash equivalents	—			—			—			2			—			2
CASH AND CASH EQUIVALENTS, BEGINNING OF YEAR	—			—			163			273			—			436
CASH AND CASH EQUIVALENTS, END OF YEAR	$	1		$	—		$	—		$	499		$	—		$	500

Condensed Consolidating Statement of Cash Flows



	Year Ended December 31, 2011
	Willis Group Holdings			The Other Guarantors			The Issuer			Other			Consolidating adjustments			Consolidated
							(millions)
NET CASH PROVIDED BY (USED IN) OPERATING ACTIVITIES	$	44		$	316		$	134		$	131		$	(186	)	$	439
CASH FLOWS FROM INVESTING ACTIVITIES
Proceeds on disposal of fixed and intangible assets	—			—			—			13			—			13
Additions to fixed assets	—			(4		)	(21		)	(86		)	—			(111		)
Acquisitions of subsidiaries, net of cash acquired	—			—			—			(10		)	—			(10		)
Acquisitions of investments in associates	—			—			—			(2		)	—			(2		)
Payments to acquire other investments	—			—			—			(5		)	—			(5		)
Proceeds from sale of operations, net of cash disposed	—			—			—			14			—			14
Proceeds from intercompany investing activities	—			—			128			224			(352		)	—
Repayments of intercompany investing activities	(711		)	(430		)	—			(101		)	1,242			—
Net cash (used in) provided by investing activities	(711		)	(434		)	107			47			890			(101		)
CASH FLOWS FROM FINANCING ACTIVITIES
Repayments of revolving credit facility	—			—			(90		)	—			—			(90		)
Senior notes issued	794			—			—			—			—			794
Debt issuance costs	(7		)	(5		)	—			—			—			(12		)
Repayments of debt	—			(500		)	(411		)	—			—			(911		)
Proceeds from issue of term loan	—			300			—			—			—			300
Make-whole on repurchase and redemption of senior notes	—			(158		)	—			—			—			(158		)
Proceeds from issue of shares	60			—			—			—			—			60
Excess tax benefits from share-based payment arrangements	—			—			—			5			—			5
Dividends paid	(180		)	—			—			(186		)	186			(180		)
Acquisition of noncontrolling interests	—			(4		)	—			(5		)	—			(9		)
Dividends paid to noncontrolling interests	—			—			—			(13		)	—			(13		)
Cash received on intercompany financing activities	—			741			347			154			(1,242		)	—
Cash paid on intercompany financing activities	—			(256		)	—			(96		)	352			—
Net cash provided by (used in) financing activities	667			118			(154		)	(141		)	(704		)	(214		)
(DECREASE) INCREASE IN CASH AND CASH EQUIVALENTS	—			—			87			37			—			124
Effect of exchange rate changes on cash and cash equivalents	—			—			—			(4		)	—			(4		)
CASH AND CASH EQUIVALENTS, BEGINNING OF YEAR	—			—			76			240			—			316
CASH AND CASH EQUIVALENTS, END OF YEAR	$	—		$	—		$	163		$	273		$	—		$	436



	As previously reported			Reclassifications			As Reclassified
	(millions)
Condensed consolidating statement of cash flows for the year ended 31 December 2012
Willis Group Holdings
Net cash (used in) provided by operating activities	$	(42	)	$	19		$	(23	)
Net cash provided by investing activities	—			256			256
Net cash provided by (used in) financing activities	43			(275		)	(232		)
The Other Guarantors
Net cash provided by operating activities	$	1,869		$	524		$	2,393
Net cash used in investing activities	(26		)	(21		)	(47		)
Net cash used in financing activities	(2,006		)	(503		)	(2,509		)
The Issuer
Net cash provided by operating activities	$	1,269		$	87		$	1,356
Net cash used in investing activities	—			(53		)	(53		)
Net cash (used in) provided by financing activities	(1,269		)	(34		)	(1,303		)
Other
Net cash provided by (used in) operating activities	$	431		$	(528	)	$	(97	)
Net cash (used in) provided by investing activities	(146		)	1,149			1,003
Net cash used in financing activities	(61		)	(621		)	(682		)
Consolidating adjustments
Net cash used in operating activities	$	(3,002	)	$	(102	)	$	(3,104	)
Net cash used in investing activities	—			(1,331		)	(1,331		)
Net cash provided by financing activities	3,002			1,433			4,435

	As previously reported			Reclassifications			As Reclassified
	(millions)
Condensed consolidating statement of cash flows for the year ended 31 December 2011
Willis Group Holdings
Net cash (used in) provided by operating activities	$	(41	)	$	85		$	44
Net cash used in investing activities	—			(711		)	(711		)
Net cash provided by financing activities	41			626			667
The Other Guarantors
Net cash provided by (used in) operating activities	$	209		$	(568	)	$	(359	)
Net cash used in investing activities	(25		)	(33		)	(58		)
Net cash (used in) provided by financing activities	(97		)	601			504
The Issuer
Net cash provided by operating activities	$	110		$	746		$	856
Net cash used in investing activities	—			(292		)	(292		)
Net cash used in financing activities	(110		)	(454		)	(564		)
Other
Net cash provided by (used in) operating activities	$	1,269		$	(1,138	)	$	131
Net cash (used in) provided by investing activities	(76		)	123			47
Net cash (used in) provided by financing activities	(1,156		)	1,015			(141		)
Consolidating adjustments
Net cash (used in) provided by operating activities	$	(1,108	)	$	875		$	(233	)
Net cash provided by investing activities	—			913			913
Net cash provided by (used in) financing activities	1,108			(1,788		)	(680		)

Condensed Consolidating Statement of Cash Flows



	Year Ended December 31, 2013
	Willis Group Holdings			The Other Guarantors			The Issuer			Other			Consolidating adjustments			Consolidated
							(millions)
NET CASH PROVIDED BY (USED IN) OPERATING ACTIVITIES	$	4		$	399		$	63		$	662		$	(567	)	$	561
CASH FLOWS FROM INVESTING ACTIVITIES
Proceeds on disposal of fixed and intangible assets	—			3			—			9			—			12
Additions to fixed assets	—			(18		)	—			(94		)	—			(112		)
Additions to intangible assets	—			—			—			(7		)	—			(7		)
Acquisitions of subsidiaries, net of cash acquired	—			(237		)	—			(30		)	237			(30		)
Payments to acquire other investments	—			—			—			(7		)	—			(7		)
Proceeds from sale of associates	—			—			—			4			—			4
Proceeds from sale of operations, net of cash disposed	—			—			—			257			(237		)	20
Proceeds from intercompany investing activities	383			160			132			60			(735		)	—
Repayments of intercompany investing activities	(347		)	(120		)	(442		)	(780		)	1,689			—
Net cash provided by (used in) investing activities	36			(212		)	(310		)	(588		)	954			(120		)
CASH FLOWS FROM FINANCING ACTIVITIES
Senior notes issued	—			—			522			—			—			522
Debt issuance costs	—			—			(8		)	—			—			(8		)
Repayments of debt	—			(521		)	(15		)	—			—			(536		)
Tender premium on extinguishment of senior notes	—			(65		)	—			—			—			(65		)
Proceeds from issue of shares	155			—			—			—			—			155
Excess tax benefits from share-based payment arrangement	—			—			—			2			—			2
Dividends paid	(193		)	(230		)	(330		)	(7		)	567			(193		)
Acquisition of noncontrolling interests	—			—			—			(4		)	—			(4		)
Dividends paid to noncontrolling interests	—			—			—			(10		)	—			(10		)
Proceeds from intercompany financing activities	—			1,075			147			467			(1,689		)	—
Repayments of intercompany financing activities	—			(443		)	(69		)	(223		)	735			—
Net cash (used in) provided by financing activities	(38		)	(184		)	247			225			(387		)	(137		)
INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS	2			3			—			299			—			304
Effect of exchange rate changes on cash and cash equivalents	—			—			—			(8		)	—			(8		)
CASH AND CASH EQUIVALENTS, BEGINNING OF YEAR	1			—			—			499			—			500
CASH AND CASH EQUIVALENTS, END OF YEAR	$	3		$	3		$	—		$	790		$	—		$	796

Condensed Consolidating Statement of Cash Flows



	Year Ended December 31, 2012
	Willis Group Holdings			The Other Guarantors			The Issuer			Other			Consolidating adjustments			Consolidated
							(millions)
NET CASH (USED IN) PROVIDED BY OPERATING ACTIVITIES	$	(23	)	$	2,393		$	1,356		$	(97	)	$	(3,104	)	$	525
CASH FLOWS FROM INVESTING ACTIVITIES
Proceeds on disposal of fixed and intangible assets	—			—			—			5			—			5
Additions to fixed assets	—			(26		)	—			(109		)	—			(135		)
Additions to intangible assets	—			—			—			(2		)	—			(2		)
Acquisitions of subsidiaries, net of cash acquired	—			—			—			(33		)	—			(33		)
Payments to acquire other investments	—			—			—			(7		)	—			(7		)
Proceeds from sale of operations, net of cash disposed	—			—			—			—			—			—
Proceeds from intercompany investing activities	256			176			78			1,230			(1,740		)	—
Repayments of intercompany investing activities	—			(197		)	(131		)	(81		)	409			—
Net cash provided by (used in) investing activities	256			(47		)	(53		)	1,003			(1,331		)	(172		)
CASH FLOWS FROM FINANCING ACTIVITIES
Repayments of debt	—			(4		)	(11		)	—			—			(15		)
Proceeds from issue of other debt	—			—			1			—			—			1
Repurchase of shares	(100		)	—			—			—			—			(100		)
Proceeds from issue of shares	53			—			—			—			—			53
Excess tax benefits from share-based payment arrangement	—			—			—			2			—			2
Dividends paid	(185		)	(1,220		)	(1,069		)	(815		)	3,104			(185		)
Proceeds from sale of noncontrolling interests	—			—			—			3			—			3
Acquisition of noncontrolling interests	—			—			—			(39		)	—			(39		)
Dividends paid to noncontrolling interests	—			—			—			(11		)	—			(11		)
Proceeds from intercompany financing activities	—			81			—			328			(409		)	—
Repayments of intercompany financing activities	—			(1,366		)	(224		)	(150		)	1,740			—
Net cash used in financing activities	(232		)	(2,509		)	(1,303		)	(682		)	4,435			(291		)
INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS	1			(163		)	—			224			—			62
Effect of exchange rate changes on cash and cash equivalents	—			—			—			2			—			2
CASH AND CASH EQUIVALENTS, BEGINNING OF YEAR	—			163			—			273			—			436
CASH AND CASH EQUIVALENTS, END OF YEAR	$	1		$	—		$	—		$	499		$	—		$	500

Condensed Consolidating Statement of Cash Flows



	Year Ended December 31, 2011
	Willis Group Holdings			The Other Guarantors			The Issuer			Other			Consolidating adjustments			Consolidated
							(millions)
NET CASH PROVIDED BY (USED IN) OPERATING ACTIVITIES	$	44		$	(359	)	$	856		$	131		$	(233	)	$	439
CASH FLOWS FROM INVESTING ACTIVITIES
Proceeds on disposal of fixed and intangible assets	—			—			—			13			—			13
Additions to fixed assets	—			(25		)	—			(86		)	—			(111		)
Acquisitions of subsidiaries, net of cash acquired	—			—			—			(10		)	—			(10		)
Acquisitions of investments in associates	—			—			—			(2		)	—			(2		)
Payments to acquire other investments	—			—			—			(5		)	—			(5		)
Proceeds from sale of operations, net of cash disposed	—			—			—			14			—			14
Proceeds from intercompany investing activities	—			105			—			224			(329		)	—
Repayments of intercompany investing activities	(711		)	(138		)	(292		)	(101		)	1,242			—
Net cash (used in) investing activities	(711		)	(58		)	(292		)	47			913			(101		)
CASH FLOWS FROM FINANCING ACTIVITIES
Repayments of revolving credit facility	—			(90		)	—			—			—			(90		)
Senior notes issued	794			—			—			—			—			794
Debt issuance costs	(7		)	—			(5		)	—			—			(12		)
Repayments of debt	—			(411		)	(500		)	—			—			(911		)
Proceeds from issue of term loan	—			—			300			—			—			300
Make-whole on repurchase and redemption of senior notes	—			—			(158		)	—			—			(158		)
Proceeds from issue of shares	60			—			—			—			—			60
Excess tax benefits from share-based payment arrangements	—			—			—			5			—			5
Dividends paid	(180		)	(47		)	—			(186		)	233			(180		)
Acquisition of noncontrolling interests	—			(4		)	—			(5		)	—			(9		)
Dividends paid to noncontrolling interests	—			—			—			(13		)	—			(13		)
Proceeds from intercompany financing activities	—			1,088			—			154			(1,242		)	—
Repayments of intercompany financing activities	—			(32		)	(201		)	(96		)	329			—
Net cash provided by (used in) financing activities	667			504			(564		)	(141		)	(680		)	(214		)
INCREASE IN CASH AND CASH EQUIVALENTS	—			87			—			37			—			124
Effect of exchange rate changes on cash and cash equivalents	—			—			—			(4		)	—			(4		)
CASH AND CASH EQUIVALENTS, BEGINNING OF YEAR	—			76			—			240			—			316
CASH AND CASH EQUIVALENTS, END OF YEAR	$	—		$	163		$	—		$	273		$	—		$	436

Quarterly Financial Data (Unaudited) (Tables)

12 Months Ended

Dec. 31, 2013

Quarterly Financial Information Disclosure [Abstract]

Quarterly financial data



	Three Months Ended
	March 31,			June 30,			September 30,			December 31,
	(millions, except per share data)
2013
Total revenues	$	1,051		$	890		$	795		$	919
Total expenses	(764		)	(719		)	(720		)	(767		)
Net income (loss)	223			107			(27		)	74
Net income (loss) attributable to Willis Group Holdings	219			105			(27		)	68
Earnings per share — continuing operations
— Basic	$	1.27		$	0.60		$	(0.15	)	$	0.38
— Diluted	$	1.24		$	0.59		$	(0.15	)	$	0.37
2012
Total revenues	$	1,013		$	842		$	754		$	871
Total expenses	(696		)	(663		)	(684		)	(1,646		)
Net income (loss)	232			110			26			(801		)
Net income (loss) attributable to Willis Group Holdings	225			108			26			(805		)
Earnings per share — continuing operations
— Basic	$	1.29		$	0.62		$	0.15		$	(4.65	)
— Diluted	$	1.28		$	0.61		$	0.15		$	(4.65	)

Basis of Presentation and Significant Accounting Policies (Details Textual) (USD $) In Millions, unless otherwise specified	12 Months Ended
	Dec. 31, 2013	Dec. 31, 2012	Dec. 31, 2011
Goodwill [Line Items]
Depreciation on Buildings and Long Leaseholds, Term	50 years
Threshold for Amortization of Gain Loss on Defined Benefit Plan, Percent	10.00%
Basis of presentation and significant accounting policies (Textual) [Abstract]
Depreciation on buildings and long leaseholds	calculated over the lesser of 50 years or the lease term.
Unrecognized tax benefits that would be reclassified to deferred tax assets	$ 22
Depreciation on furniture and equipment	calculated based on a range of 3 to 10 years.
Goodwill impairment charge	$ 0	$ (492)	$ 0
Equity ownership	Company has an equity ownership in the voting stock of the investee between 20 and 50 percent
Tax benefit	greater than 50 percent likely to be realized on settlement with the tax authority, assuming full knowledge of the position and all relevant facts.
Minimum [Member]
Goodwill [Line Items]
Depreciation on Furniture and Equipment, Term	3 years
Maximum [Member]
Goodwill [Line Items]
Depreciation on Furniture and Equipment, Term	10 years
Acquired client relationships \| Minimum [Member]
Goodwill [Line Items]
Finite-Lived Intangible Asset, Useful Life	10 years
Acquired client relationships \| Maximum [Member]
Goodwill [Line Items]
Finite-Lived Intangible Asset, Useful Life	20 years
Non-compete Agreements
Goodwill [Line Items]
Finite-Lived Intangible Asset, Useful Life	5 years
Acquired trade names \| Minimum [Member]
Goodwill [Line Items]
Finite-Lived Intangible Asset, Useful Life	3 years
Acquired trade names \| Maximum [Member]
Goodwill [Line Items]
Finite-Lived Intangible Asset, Useful Life	4 years
Acquired other intangible assets
Goodwill [Line Items]
Finite-Lived Intangible Asset, Useful Life	10 years

Employees (Details 1) (USD $) In Millions, unless otherwise specified	12 Months Ended
	Dec. 31, 2013 Person	Dec. 31, 2012 Person	Dec. 31, 2011 Person
Entity Number of Employees	17,951	17,470	17,155
Salaries and benefits expense
Salaries and other compensation awards	$ 1,953	$ 2,258	$ 1,776
Share-based Compensation	42	32	41
Severance costs	32	6	89
Social security costs	135	133	130
Retirement benefits — defined benefit plan (income) expense	(4)	2	11
Retirement benefits — defined contribution plan expense	49	44	40
Total salaries benefit expense	2,207	2,475	2,087
Amortization and write-off of cash retention awards	$ 6	$ 416	$ 185
Global [Member]
Entity Number of Employees	4,545	4,304	4,042
North America [Member]
Entity Number of Employees	6,334	6,323	6,479
International [Member]
Entity Number of Employees	7,072	6,843	6,634
Total Retail [Member]
Entity Number of Employees	13,406	13,166	13,113

Employees (Details Textual) (USD $)
In Millions, unless otherwise specified

12 Months Ended

Dec. 31, 2013

Position

Dec. 31, 2012

Dec. 31, 2011

Position

Write off of unamortized cash retention awards

$ 0

^[1]

$ 200

^[1]

$ 0

^[1]

Severance cost arising in normal course of business

Operational Review

Operational Review Severance Costs

Operational Review Average Number Of Positions Eliminated

207

1,200

Accrued annual incentive awards

252

Unamortized cash retention awards

196

Other Expense [Member]

Severance cost arising in normal course of business

$ 4

$ 6

$ 0

[1]	Write-off of unamortized cash retention award debtor following the decision to eliminate the repayment requirement on past awards.

Summary of restricted stock unit activity under share based compensation plans

Amount of expenses for special or contractual termination benefits provided to current employees involuntarily terminated under a benefit arrangement associated exit or disposal activities pursuant to an authorized plan. Excludes expenses related to one-time termination benefits, a discontinued operation or an asset retirement obligation.

+ References+ Details

Share-Based Compensation (Details)	12 Months Ended
Share-Based Compensation (Details)	Dec. 31, 2013	Dec. 31, 2012	Dec. 31, 2011
Option valuation assumptions
Expected volatility	24.70%	32.10%	31.40%
Expected dividends	2.60%	3.20%	2.50%
Expected life (years)	4 years	5 years	6 years
Risk-free interest rate	1.50%	0.90%	2.20%

Share-Based Compensation (Details 1) (USD $)
In Millions, except Share data, unless otherwise specified

12 Months Ended

Dec. 31, 2013

Dec. 31, 2011

Shares, Balance beginning of year

2,525,000

Weighted Average Grant Date Fair Value, Balance beginning of year

$ 33.80

Shares, Granted

1,377,000

Weighted Average Grant Date Fair Value, Granted

$ 44.33

Shares, Vested

(874,000)

Weighted Average Grant Date Fair Value, Vested

$ 34.02

Shares, Forfeited

(99,000)

Weighted Average Grant Date Fair Value, Forfeited

$ 33.09

Shares, Balance end of year

2,929,000

Weighted Average Grant Date Fair Value, Balance end of year

$ 38.71

Time Based Stock Options [Member]

Summary of option activity under share based compensation plans

Shares, Balance beginning of year

10,152,000

9,200,000

Weighted Average Exercise Price, Balance beginning of year

$ 33.44

^[1]

Options, Granted

1,612,000

Weighted Average Exercise Price, Granted

$ 42.77

^[1]

Options, Exercised

(3,697,000)

Weighted Average Exercise Price, Exercised

$ 32.10

^[1]

Options, Forfeited

(47,000)

Weighted Average Exercise Price, Forfeited

$ 38.42

^[1]

Options, Expired

(37,000)

Share-based Compensation Arrangement by Share-based Payment Award, Options, Expirations in Period, Weighted Average Exercise Price

$ 26.68

^[1]

Shares, Balance end of year

7,983,000

9,200,000

Weighted Average Exercise Price, Balance end of year

$ 35.95

^[1]

Weighted Average Remaining Contractual Term, end of year

4 years

Aggregate Intrinsic Value, end of year

$ 71

Options vested or expected to vest at December 31, 2011

7,308,000

Weighted Average Exercise Price, Options vested or expected to vest at December 31,2011

$ 35.99

^[1]

Weighted Average Remaining Contractual Term, Options vested or expected to vest at December 31,2011

4 years

Aggregate Intrinsic Value, Options vested or expected to vest at December 31,2011

Options exercisable at December 31, 2011

3,976,000

Weighted Average Exercise Price, Options exercisable at December 31,2011

$ 35.38

^[1]

Share-based Compensation Arrangement by Share-based Payment Award, Options, Exercisable, Weighted Average Remaining Contractual Term

1 year

Aggregate Intrinsic Value, Options Exercisable at December 31,2011

Performance Based Stock Options [Member]

Summary of option activity under share based compensation plans

Shares, Balance beginning of year

6,517,000

7,300,000

Weighted Average Exercise Price, Balance beginning of year

$ 32.19

^[1]

Options, Exercised

(1,111,000)

Weighted Average Exercise Price, Exercised

$ 29.27

^[1]

Options, Forfeited

(146,000)

Weighted Average Exercise Price, Forfeited

$ 32.40

^[1]

Shares, Balance end of year

5,260,000

7,300,000

Weighted Average Exercise Price, Balance end of year

$ 32.80

^[1]

Weighted Average Remaining Contractual Term, end of year

4 years

Aggregate Intrinsic Value, end of year

Options vested or expected to vest at December 31, 2011

4,675,000

Weighted Average Exercise Price, Options vested or expected to vest at December 31,2011

$ 32.61

^[1]

Weighted Average Remaining Contractual Term, Options vested or expected to vest at December 31,2011

4 years

Aggregate Intrinsic Value, Options vested or expected to vest at December 31,2011

Options exercisable at December 31, 2011

2,716,000

Weighted Average Exercise Price, Options exercisable at December 31,2011

$ 31.48

^[1]

Share-based Compensation Arrangement by Share-based Payment Award, Options, Exercisable, Weighted Average Remaining Contractual Term

3 years

Aggregate Intrinsic Value, Options Exercisable at December 31,2011

$ 36

[1]	Certain options are exercisable in pounds sterling and are converted to dollars using the exchange rate at December 31, 2013.

Share-Based Compensation (Details Textual) (USD $) In Millions, except Share data, unless otherwise specified	12 Months Ended
	Dec. 31, 2013	Dec. 31, 2012	Dec. 31, 2011
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Number of restricted stock units	874,000
Share-based compensation	$ 42	$ 32	$ 41
Income tax benefit for share based compensation arrangements	9	9	11
Cash received from option exercises	155	53	60
Tax benefit realized from option exercises	28	8	18
2012 Equity Incentive Plan [Member]
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Shares available for grant under this plan	13,776,935
Plan adoption date	April 25, 2012
Two Thousand Eight Share Purchase and Option Plan Member
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Plan adoption date	April 23, 2008
Plan expiry date	Apr. 25, 2012
2001 Share Purchase And Option Plan [Member]
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Plan adoption date	May 3, 2001
Plan expiry date	May 03, 2011
Employee Stock Purchase Plans [Member]
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Plan expiry date	May 31, 2011
Two Thousand Ten North America Employee Stock Purchase Plan [Member]
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Plan expiry date	May 31, 2020
Time Based Stock Options [Member]
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Weighted average grant-date fair value	$ 7.74	$ 6.98	$ 9.49
Intrinsic value of options exercised	32	8	17
Unrecognized compensation cost related to nonvested share-based compensation	20
Weighted average period in which cost is expected to be recognized	2 years
Performance Based Stock Options [Member]
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Weighted average grant-date fair value		$ 7.61	$ 10.26
Intrinsic value of options exercised	14	5	1
Unrecognized compensation cost related to nonvested share-based compensation	7
Weighted average period in which cost is expected to be recognized	1 year
Restricted Stock [Member]
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Unrecognized compensation cost related to nonvested share-based compensation	$ 82
Weighted average period in which cost is expected to be recognized	3 years
Number of restricted stock units	873,670	408,005
Average share price	$ 41.10	$ 35.82

Auditors' Remuneration (Details) (USD $) In Millions, unless otherwise specified	12 Months Ended
	Dec. 31, 2013	Dec. 31, 2012	Dec. 31, 2011
Analysis of auditor's remuneration
Audit of group consolidated financial statements	$ 4	$ 4	$ 4
Other assurance services	3	3	3
Other non-audit services	1	1	1
Total auditors’ remuneration	$ 8	$ 8	$ 8

Income Taxes (Details) (USD $) In Millions, unless otherwise specified	12 Months Ended
	Dec. 31, 2013	Dec. 31, 2012	Dec. 31, 2011
Income from continuing operations before income taxes and interest in earnings of associates by location of taxing jurisdiction
Income (loss) from continuing operations before income taxes and interest in earnings of associates	$ 499	$ (337)	$ 239
Current income taxes:
US federal tax	7	3	5
US state and local taxes	3	1	1
UK corporation tax	28	2	(37)
Other jurisdictions	45	41	46
Total current taxes	83	47	15
Deferred taxes:
US federal tax	10	(44)	(6)
US state and local taxes	1	(41)	1
Effect of additional US valuation allowance	2	113	0
UK corporation tax	17	27	20
Other jurisdictions	9	(1)	2
Total deferred taxes	39	54	17
Total income tax	122	101	32
Ireland
Income from continuing operations before income taxes and interest in earnings of associates by location of taxing jurisdiction
Income (loss) from continuing operations before income taxes and interest in earnings of associates	(52)	(47)	(39)
US
Income from continuing operations before income taxes and interest in earnings of associates by location of taxing jurisdiction
Income (loss) from continuing operations before income taxes and interest in earnings of associates	(11)	(615)	(25)
UK
Income from continuing operations before income taxes and interest in earnings of associates by location of taxing jurisdiction
Income (loss) from continuing operations before income taxes and interest in earnings of associates	282	25	(58)
Other jurisdictions
Income from continuing operations before income taxes and interest in earnings of associates by location of taxing jurisdiction
Income (loss) from continuing operations before income taxes and interest in earnings of associates	$ 280	$ 300	$ 361

Income Taxes (Details 1) (USD $) In Millions, unless otherwise specified	12 Months Ended
	Dec. 31, 2013	Dec. 31, 2012	Dec. 31, 2011
Reconciliation between US federal income taxes at the statutory rate and the Company's provision for income taxes on continuing operations
Income (loss) from continuing operations before income taxes and interest in earnings of associates	$ 499	$ (337)	$ 239
US federal statutory income tax rate	35.00%	35.00%	35.00%
Income tax expense at US federal tax rate	175	(118)	84
Adjustments to derive effective rate:
Non-deductible expenditure	19	15	15
Tax impact of internal restructurings	11	0	0
Movement in provision for non-current taxes	(1)	6	3
Impairment of non-qualifying goodwill	0	137	0
Impact of change in tax rate on deferred tax balances	(4)	(3)	(3)
Adjustment in respect of prior periods	1	6	(13)
Effect of foreign exchange and other differences	1	2	1
Changes in valuation allowances applied to deferred tax assets	0	114	5
Net tax effect of intra-group items	(30)	(31)	(31)
Tax differentials of foreign earnings:
UK earnings	(54)	(12)	(31)
Other jurisdictions and US state taxes	4	(15)	2
Total income tax	$ 122	$ 101	$ 32

Income Taxes (Details 2) (USD $) In Millions, unless otherwise specified	Dec. 31, 2013	Dec. 31, 2012	Dec. 31, 2011	Dec. 31, 2010
Deferred tax assets:
Accrued expenses not currently deductible	$ 153	$ 120
US state net operating losses	70	64
US federal net operating losses	0	28
UK net operating losses	3	0
Other net operating losses	5	8
UK capital losses	43	42
Accrued retirement benefits	47	101
Deferred compensation	37	48
Deferred Tax Assets, Tax Deferred Expense, Compensation and Benefits, Share-based Compensation Cost	25	40
Gross deferred tax assets	383	451
Less: valuation allowance	(196)	(221)	(102)	(87)
Net deferred tax assets	187	230
Deferred tax liabilities:
Cost of intangible assets, net of related amortization	120	118
Cost of tangible assets, net of related amortization	44	51
Deferred Tax Liabilities, Prepaid Expenses	56	35
Accrued revenue not currently taxable	23	29
Cash retention award	0	2
Tax-leasing transactions	0	1
Financial derivative transactions	3	2
Deferred tax liabilities	246	238
Net deferred tax (liability) asset	(59)	(8)
Current:
Deferred tax assets	15	13
Deferred tax liabilities	(25)	(21)
Net current deferred tax assets	(10)	(8)
Non-current:
Deferred tax assets	7	18
Deferred tax liabilities	(56)	(18)
Net non-current deferred tax liabilities	(49)	0
Net deferred tax (liability) asset	$ (59)	$ (8)

Income Taxes (Details 3) (USD $) In Millions, unless otherwise specified	12 Months Ended
	Dec. 31, 2013	Dec. 31, 2012	Dec. 31, 2011
Summary valuation allowances
Beginning balance	$ 221	$ 102	$ 87
Additions/ (releases) charged to costs and expenses	15	110	0
Other movements	(40)	12	15
Foreign exchange differences	0	(3)	0
Ending balance	$ 196	$ 221	$ 102

Income Taxes (Details 4) (USD $) In Millions, unless otherwise specified	12 Months Ended
	Dec. 31, 2013	Dec. 31, 2012	Dec. 31, 2011
Income Tax Disclosure [Abstract]
Unrecognized Tax Benefits, Increases Resulting from Current Period Tax Positions	$ 9	$ 8	$ 0
Unrecognized Tax Benefits, Increases Resulting from Prior Period Tax Positions	0	16	0
Reconciliation of the beginning and ending amounts of unrecognized tax benefits
Beginning balance	37	16	13
Reductions due to a lapse of the applicable statute of limitation	(5)	(3)	0
Other movements	0	0	3
Ending balance	$ 41	$ 37	$ 16

Income Taxes (Details Textual) (USD $) In Millions, unless otherwise specified	12 Months Ended
	Dec. 31, 2013	Dec. 31, 2012	Dec. 31, 2011	Dec. 31, 2010
Operating Loss Carryforwards [Line Items]
Effective Income Tax Rate Reconciliation, Change in Deferred Tax Assets Valuation Allowance, Amount	$ 0	$ 114	$ 5
Deferred tax assets from equity compensation greater than compensation recognized for financial reporting	8
Deferred Tax Assets, Tax Deferred Expense, Compensation and Benefits, Share-based Compensation Cost	25	40
Unrecognized Tax Benefits that Would Impact Effective Tax Rate	12
Income Taxes (Additional Textual) [Abstract]
US federal statutory income tax rate	35.00%	35.00%	35.00%
Valuation allowances to reduce deferred tax assets to estimated realizable value	196	221	102	87
Deferred tax assets net of valuation allowance	187	230
Unrecognized Tax Benefits	41	37	16	13
Approximate tax benefits to be recognized relating to release of provisions no longer required	1
Ireland
Income Taxes (Additional Textual) [Abstract]
Ireland federal statutory income tax rate	25.00%
UK
Income Taxes (Additional Textual) [Abstract]
Valuation allowances relating to deferred tax assets arising from UK other net operating losses	4
Valuation allowances relating to deferred tax assets arising from UK capital loss carryforwards	43
US
Income Taxes (Additional Textual) [Abstract]
Valuation allowances to reduce deferred tax assets to estimated realizable value	$ 149

Earnings Per Share (Details) (USD $) In Millions, except Per Share data, unless otherwise specified	3 Months Ended								12 Months Ended
	Dec. 31, 2013	Sep. 30, 2013	Jun. 30, 2013	Mar. 31, 2013	Dec. 31, 2012	Sep. 30, 2012	Jun. 30, 2012	Mar. 31, 2012	Dec. 31, 2013	Dec. 31, 2012	Dec. 31, 2011
Basic and diluted earnings per share
Net Income (Loss) Attributable to Parent	$ 68	$ (27)	$ 105	$ 219	$ (805)	$ 26	$ 108	$ 225	$ 365	$ (446)	$ 204
Basic average number of shares outstanding									176	173	173
Dilutive effect of potentially issuable shares									3	0	3
Diluted average number of shares outstanding									179	173	176
Basic earnings per share:
— Continuing operations	$ 0.38	$ (0.15)	$ 0.60	$ 1.27	$ (4.65)	$ 0.15	$ 0.62	$ 1.29	$ 2.07	$ (2.58)	$ 1.17
Discontinued operations									$ 0.00	$ 0.00	$ 0.01
Dilutive effect of potentially issuable shares									$ (0.03)	$ 0.00	$ (0.02)
Net (loss) income attributable to Willis Group Holdings shareholders, Basic									$ 2.07	$ (2.58)	$ 1.18
Diluted Earnings per share:
— Continuing operations	$ 0.37	$ (0.15)	$ 0.59	$ 1.24	$ (4.65)	$ 0.15	$ 0.61	$ 1.28	$ 2.04	$ (2.58)	$ 1.15
Discontinued operations									$ 0.00	$ 0.00	$ 0.01
Net (loss) income attributable to Willis Group Holdings shareholders, Diluted									$ 2.04	$ (2.58)	$ 1.16

Earnings Per Share (Details Textual) In Thousands, unless otherwise specified	12 Months Ended									12 Months Ended
	Dec. 31, 2011	Dec. 31, 2013 Time Based Stock Options [Member]	Dec. 31, 2012 Time Based Stock Options [Member]	Dec. 31, 2011 Time Based Stock Options [Member]	Dec. 31, 2013 Performance Based Stock Options [Member]	Dec. 31, 2012 Performance Based Stock Options [Member]	Dec. 31, 2011 Performance Based Stock Options [Member]	Dec. 31, 2013 Restricted Stock Units (RSUs) [Member]	Dec. 31, 2011 Restricted Stock Units (RSUs) [Member]	Dec. 31, 2013 Restricted stock units [Member]	Dec. 31, 2012 Restricted stock units [Member]	Dec. 31, 2013 Share options [Member]	Dec. 31, 2012 Share options [Member]
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Share-based compensation, options outstanding		7,983	10,152	9,200	5,260	6,517	7,300	2,929	1,200
Antidilutive stock options	4,100									1,300	2,525	2,100	16,700

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.

+ References+ Details

Acquisitions (Details) (USD $) In Millions, unless otherwise specified				12 Months Ended				12 Months Ended
	Dec. 31, 2013	Dec. 31, 2012	Dec. 31, 2011	Dec. 31, 2013 CBC Broker Srl [Member] [Member]	Dec. 31, 2013 Prime Professions [Member]	Dec. 31, 2012 Avalon Actuarial Inc [Member]	Dec. 31, 2013 Avalon Actuarial Inc [Member]	Dec. 31, 2013 Acquired trade names Prime Professions [Member]	Dec. 31, 2013 Acquired trade names Avalon Actuarial Inc [Member]	Dec. 31, 2013 Non-compete Agreements	Dec. 31, 2013 Non-compete Agreements Prime Professions [Member]	Dec. 31, 2013 Non-compete Agreements Avalon Actuarial Inc [Member]	Dec. 31, 2013 Acquired client relationships Prime Professions [Member]	Dec. 31, 2013 Acquired client relationships Avalon Actuarial Inc [Member]
Business Acquisition [Line Items]
Cash consideration				$ 1	$ 29	$ 25
Additional consideration up to					2	5
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Finite-Lived Intangibles					17		20						16	17
Acquired intangible assets, expected life								3 years	3 years	5 years	8 years	5 years	15 years	14 years
Goodwill	$ 2,838	$ 2,827	$ 3,295										$ 15	$ 9

Fiduciary Assets (Details) (USD $) In Millions, unless otherwise specified	Dec. 31, 2013	Dec. 31, 2012
Fiduciary Assets [Abstract]
Time deposits constituting Fiduciary funds	$ 1,662	$ 1,796

Any certificate of deposit or savings account held by a bank or other financial institution for a short-term specified period of time. Because of their short-term, time deposits are considered highly liquid investments that are both readily convertible to known amounts of cash and so near their maturity that they present insignificant risk of changes in value because of changes in interest rates. Generally, only investments with original maturities of three months or less qualify under that definition. Original maturity means original maturity to the entity holding the investment. For example, both a three-month US Treasury bill and a three-year Treasury note purchased three months from maturity qualify as cash equivalents. However, a Treasury note purchased three-years ago does not become a cash equivalent when its remaining maturity is three months.

+ References+ Details

Fixed Assets, Net (Details) (USD $)
In Millions, unless otherwise specified

12 Months Ended

Dec. 31, 2013

Dec. 31, 2012

Dec. 31, 2011

$ (94)

$ (79)

$ (74)

881

792

112

135

(50)

(63)

949

881

792

(413)

(386)

(42)

(60)

(3)

(8)

(468)

(413)

(386)

468

481

468

Land and buildings (i)

(3)

^[1]

(3)

^[1]

^[1]

^[1]

^[1]

^[1]

^[1]

(32)

^[1]

(28)

^[1]

^[1]

(1)

^[1]

(1)

^[1]

(36)

^[1]

(32)

^[1]

^[1]

^[1]

Leasehold improvements

(18)

(17)

227

210

(7)

(4)

242

227

(75)

(61)

(6)

(4)

(1)

(87)

(75)

152

155

152

Furniture and equipment

(73)

(59)

576

509

116

(43)

(59)

618

576

(306)

(297)

(36)

(56)

(2)

(6)

(345)

(306)

270

Accumulated impairment losses

$ 273

$ 270

[1]

Included within land and buildings are assets held under capital leases: At December 31, 2013, cost and accumulated depreciation were $31 million and $6 million respectively (2012: $25 million and $4 million, respectively; 2011: $23 million and $2 million respectively). Depreciation in the year ended December 31, 2013 was $2 million (2012: $1 million; 2011: $1 million).

Fixed Assets, Net (Details Textual) (USD $) In Millions, unless otherwise specified	12 Months Ended
	Dec. 31, 2013	Dec. 31, 2012	Dec. 31, 2011
Fixed Assets (Textual) [Abstract]
Cost	$ 949	$ 881	$ 792
Accumulated depreciation	468	413	386
Depreciation expense	94	79	74
Assets Held under Capital Leases [Member]
Fixed Assets (Textual) [Abstract]
Cost	31	25	23
Accumulated depreciation	6	4	2
Depreciation, Depletion and Amortization	$ 2	$ 1	$ 1

Goodwill (Details) (USD $)
In Millions, unless otherwise specified

12 Months Ended

3 Months Ended

12 Months Ended

Dec. 31, 2013

Dec. 31, 2012

Dec. 31, 2011

Dec. 31, 2013

Global

Dec. 31, 2012

Global

Dec. 31, 2011

Global

Dec. 31, 2013

North America

Dec. 31, 2013

North America

Dec. 31, 2012

North America

Dec. 31, 2011

North America

Dec. 31, 2013

International

Dec. 31, 2012

International

Dec. 31, 2011

International

Goodwill [Line Items]

Goodwill, Gross

$ 3,330

$ 3,319

$ 3,295

$ 1,145

$ 1,127

$ 1,122

$ 1,776

$ 1,792

$ 1,782

$ 409

$ 400

$ 391

(492)

Changes in the carrying amount of goodwill by operating segment

Goodwill, Beginning Balance

2,827

3,295

1,127

1,122

1,300

1,782

400

391

Purchase price allocation adjustments

(1)

Goodwill acquired during the year

Goodwill disposed of during the year

(14)

(1)

(14)

(1)

Goodwill impairment charge

(492)

Tax benefit arising on exercise of fully vested stock options

Other movements

(1)

^[1]

(1)

^[1]

Goodwill, Ending Balance

2,838

2,827

3,295

1,145

1,127

1,284

1,300

409

400

$ 1

$ 0

[1]	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 (Details) (USD $) In Millions, unless otherwise specified	Dec. 31, 2013	Dec. 31, 2012
Summary of major classes of amortizable intangible assets
Gross carrying amount	$ 685	$ 738
Accumulated amortization	(332)	(353)
Total	353	385
Total Customer and Marketing Related [Member]
Summary of major classes of amortizable intangible assets
Gross carrying amount	680	734
Accumulated amortization	(329)	(351)
Total	351	383
Client Relationships
Summary of major classes of amortizable intangible assets
Gross carrying amount	671	717
Accumulated amortization	(326)	(340)
Total	345	377
Client Lists
Summary of major classes of amortizable intangible assets
Gross carrying amount	3	3
Accumulated amortization	(1)	(1)
Total	2	2
Non-compete Agreements
Summary of major classes of amortizable intangible assets
Gross carrying amount	4	3
Accumulated amortization	(1)	0
Total	3	3
Acquired trade names
Summary of major classes of amortizable intangible assets
Gross carrying amount	2	11
Accumulated amortization	(1)	(10)
Total	1	1
Other Intangible Assets [Member]
Summary of major classes of amortizable intangible assets
Gross carrying amount	5	4
Accumulated amortization	(3)	(2)
Total	$ 2	$ 2

Other Intangible Assets, Net (Details 1) (USD $) In Millions, unless otherwise specified	12 Months Ended
	Dec. 31, 2013	Dec. 31, 2012	Dec. 31, 2011
Estimated aggregate amortization of intangible assets for each of the next five years
2014	$ 50
2015	43
2016	38
2017	33
2018	29
Thereafter	160
Total	353	385
Aggregate amortization of intangible assets	$ 55	$ 59	$ 68

Investments in Associates (Details 1) (USD $)
In Millions, unless otherwise specified

12 Months Ended

Dec. 31, 2013

Dec. 31, 2012

Dec. 31, 2011

Condensed statements of operations data:

Total revenues

$ 502

^[1]

$ 497

^[1]

$ 527

^[1]

Income (loss) before income taxes

(48)

^[1]

(17)

^[1]

Net income

(36)

^[1]

(14)

^[1]

(2)

^[1]

Condensed balance sheets data:

1,685

^[1]

1,670

^[1]

1,882

^[1]

Total liabilities

1,611

^[1]

1,559

^[1]

1,736

^[1]

Stockholders' equity

$ 74

^[1]

$ 111

^[1]

$ 146

^[1]

[1]	Disclosure is based on the Company’s best estimate of the results of its associates and is subject to change upon receipt of their financial statements for 2013.

The amount of assets reported by an equity method investment of the entity.

+ References+ Details

The amount of liabilities reported by an equity method investment of the entity.

+ References+ Details

Revolving credit facility

The amount of net income (loss) reported by an equity method investment of the entity.

+ References+ Details

Investments In Associates (Details Textual) (USD $) In Millions, unless otherwise specified	1 Months Ended	12 Months Ended
	Dec. 31, 2009	Dec. 31, 2013	Dec. 31, 2012	Dec. 31, 2011	Dec. 17, 2009	Dec. 31, 1997
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items]
Percentage owned by Group					30.00%	33.00%
Goodwill		$ 2,838	$ 2,827	$ 3,295
Investments in Associates (Textual) [Abstract]
Resultant equity interest percentage as a result of a series of incremental investments				49.00%
Voting rights of Shareholder on its board					33.00%
Potential shareholding if put option is exercised	90.00%
Potential shareholding if call option is exercised		100.00%
Reduction of interest in Gras Savoye		49 percent to 31 percent		49 percent to 31 percent
Gain on disposal of discontinued operations, net of tax				4
Interest bearing vendor loans By Gras Savoye		46	47
Convertible Bonds Issued By Gras Savoye		110	96
Dividends received from associates		3	3	4
Gras Savoye [Member]
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items]
Percentage owned by Group			30.00%	31.00%
Goodwill		$ 84	$ 83

Other Assets (Details) (USD $) In Millions, unless otherwise specified	Dec. 31, 2013	Dec. 31, 2012
Other current assets
Prepayments and accrued income	$ 73	$ 61
Income taxes receivable	32	50
Deferred Compensation Plan Assets Current	26	12
Other receivables	66	58
Total other current assets	197	181
Other non-current assets
Prepayments and accrued income	16	24
Deferred compensation plan assets	88	97
Income Taxes Receivable, Noncurrent	21	12
Accounts Receivable, Net, Noncurrent	28	25
Investments and Other Noncurrent Assets	19	12
Other receivables	34	36
Total other non-current assets	206	206
Total other assets	$ 403	$ 387

Other Liabilities (Details) (USD $) In Millions, unless otherwise specified	Dec. 31, 2013	Dec. 31, 2012
Other current liabilities
Accounts payable	$ 123	$ 88
Accrued dividends payable	51	47
Other taxes payable	51	44
Deferred Compensation Liability, Current	26	12
Accrued Rent, Current	12	9
Other payables	152	127
Total other current liabilities	415	327
Other non-current liabilities
Incentives from lessors	183	173
Deferred compensation plan liability	89	101
Taxes Payable	40	33
Other payables	62	68
Total other non-current liabilities	374	375
Total other liabilities	$ 789	$ 702

Allowance for Doubtful Accounts (Details) (USD $) In Millions, unless otherwise specified	12 Months Ended
	Dec. 31, 2013	Dec. 31, 2012	Dec. 31, 2011
Provision for Liabilities
Beginning balance	$ 14	$ 13	$ 12
Additions/ (releases) charged to costs and expenses	3	16	4
Deductions / Other movements	(4)	(15)	(3)
Foreign exchange differences
Ending balance	$ 13	$ 14	$ 13

Pension Plans (Details) (USD $) In Millions, unless otherwise specified	12 Months Ended
	Dec. 31, 2013	Dec. 31, 2012	Dec. 31, 2011
Change in plan assets
Employer contributions	$ (150)	$ (143)	$ (135)
Components on the Consolidated Balance Sheets
Pension benefits asset	278	136
Liability for pension benefits	(136)	(282)
UK Pension Benefits
Change in benefit obligation
Benefit obligation, beginning of year	2,582	2,217
Service cost	37	35	36
Interest cost	109	108	106
Employee contributions	2	2
Actuarial loss (gain)	79	186
Benefits paid	(78)	(77)
Foreign currency changes	54	111
Benefit obligations, end of year	2,785	2,582	2,217
Change in plan assets
Fair value of plan assets, beginning of year	2,716	2,353
Actual return on plan assets	255	226
Employee contributions	2	2
Employer contributions	100	92
Benefits paid	(78)	(77)
Foreign currency changes	66	120
Fair value of plan assets, end of year	3,061	2,716	2,353
Funded status at end of year	276	134
Components on the Consolidated Balance Sheets
Pension benefits asset	276	134
Liability for pension benefits	0	0
US Pension Benefits
Change in benefit obligation
Benefit obligation, beginning of year	958	895
Service cost	0	0	0
Interest cost	38	41	41
Employee contributions	0	0
Actuarial loss (gain)	(81)	71
Benefits paid	(51)	(49)
Foreign currency changes	0	0
Benefit obligations, end of year	864	958	895
Change in plan assets
Fair value of plan assets, beginning of year	708	637
Actual return on plan assets	60	80
Employee contributions	0	0
Employer contributions	40	40
Benefits paid	(51)	(49)
Foreign currency changes	0	0
Fair value of plan assets, end of year	757	708	637
Funded status at end of year	(107)	(250)
Components on the Consolidated Balance Sheets
Pension benefits asset	0	0
Liability for pension benefits	$ (107)	$ (250)

Pension Plans (Details 1) (USD $) In Millions, unless otherwise specified	Dec. 31, 2013	Dec. 31, 2012
UK Pension Benefits
Amounts recognized in accumulated other comprehensive loss
Net actuarial loss	$ 815	$ 831
Prior service gain	(24)	(29)
US Pension Benefits
Amounts recognized in accumulated other comprehensive loss
Net actuarial loss	233	332
Prior service gain	$ 0	$ 0

Pension Plans (Details 2) (USD $) In Millions, unless otherwise specified	12 Months Ended
	Dec. 31, 2013	Dec. 31, 2012	Dec. 31, 2011
Components of net periodic benefit cost
Net periodic benefit cost (income)	$ (4)	$ 2	$ 11
Net actuarial loss (gain)	(83)	203	303
Amortization of unrecognized actuarial loss, Before tax amount	(55)	(47)	(34)
Other Comprehensive Income (Loss), Pension and Other Postretirement Benefit Plans, Net Prior Service Cost Arising During Period, before Tax	0	0	(10)
Other changes in plan assets and benefit obligations recognized in other comprehensive income (loss)
Prior service gain	5	6	5
Other Comprehensive Income (Loss), Pension and Other Postretirement Benefit Plans, Adjustment, before Tax	(118)	193	256
UK Pension Benefits
Components of net periodic benefit cost
Service cost	37	35	36
Interest cost	109	108	106
Expected return on plan assets	(191)	(181)	(161)
Amortization of unrecognized prior service gain	(5)	(6)	(5)
Amortization of unrecognized actuarial loss	45	39	30
Net periodic benefit cost (income)	(5)	(5)	6
Net actuarial loss (gain)	15	141	164
Amortization of unrecognized actuarial loss, Before tax amount	(45)	(39)	(30)
Other Comprehensive Income (Loss), Pension and Other Postretirement Benefit Plans, Net Prior Service Cost Arising During Period, before Tax	0	0	(10)
Other changes in plan assets and benefit obligations recognized in other comprehensive income (loss)
Prior service gain	5	6	5
Pension and Other Postretirement Benefit Plans, Accumulated Other Comprehensive Income (Loss), Net Prior Service Cost (Credit), before Tax	(24)	(29)
Other Comprehensive Income (Loss), Pension and Other Postretirement Benefit Plans, Adjustment, before Tax	(25)	108	129
Total recognized in net periodic benefit cost and other comprehensive loss (income)	(30)	103	135
US Pension Benefits
Components of net periodic benefit cost
Service cost	0	0	0
Interest cost	38	41	41
Expected return on plan assets	(51)	(46)	(44)
Amortization of unrecognized prior service gain	0	0	0
Amortization of unrecognized actuarial loss	9	8	3
Net periodic benefit cost (income)	(4)	3	0
Net actuarial loss (gain)	(90)	37	137
Amortization of unrecognized actuarial loss, Before tax amount	(9)	(8)	(3)
Other Comprehensive Income (Loss), Pension and Other Postretirement Benefit Plans, Net Prior Service Cost Arising During Period, before Tax	0	0	0
Other changes in plan assets and benefit obligations recognized in other comprehensive income (loss)
Prior service gain	0	0	0
Pension and Other Postretirement Benefit Plans, Accumulated Other Comprehensive Income (Loss), Net Prior Service Cost (Credit), before Tax	0	0
Other Comprehensive Income (Loss), Pension and Other Postretirement Benefit Plans, Adjustment, before Tax	(99)	29	134
Total recognized in net periodic benefit cost and other comprehensive loss (income)	$ (103)	$ 32	$ 134

Pension Plans (Details 3) (USD $) In Millions, unless otherwise specified	12 Months Ended
	Dec. 31, 2013
UK Pension Benefits
Estimated net loss and prior service cost to be amortized from accumulated other comprehensive loss into net periodic benefit cost
Estimated net loss	$ 42
Prior service gain	(3)
US Pension Benefits
Estimated net loss and prior service cost to be amortized from accumulated other comprehensive loss into net periodic benefit cost
Estimated net loss	6
Prior service gain	$ 0

Pension Plans (Details 4)	12 Months Ended
Pension Plans (Details 4)	Dec. 31, 2013	Dec. 31, 2012
UK Pension Benefits
Weighted-average assumptions to determine benefit obligations:
Discount rate	4.40%	4.40%
Rate of compensation increase	3.20%	2.30%
Weighted-average assumptions to determine net periodic benefit cost:
Discount rate	4.40%	4.80%
Expected return on plan assets	7.30%	7.50%
Rate of compensation increase	2.30%	2.10%
US Pension Benefits
Weighted-average assumptions to determine benefit obligations:
Discount rate	4.80%	4.10%
Weighted-average assumptions to determine net periodic benefit cost:
Discount rate	4.10%	4.60%
Expected return on plan assets	7.30%	7.30%

Pension Plans (Details 5)	Dec. 31, 2013	Dec. 31, 2012
UK Pension Benefits
Pension plan asset allocations based on fair values:
Plan assets	100.00%	100.00%
US Pension Benefits
Pension plan asset allocations based on fair values:
Plan assets	100.00%	100.00%
Equity securities \| UK Pension Benefits
Pension plan asset allocations based on fair values:
Plan assets	36.00%	41.00%
Equity securities \| US Pension Benefits
Pension plan asset allocations based on fair values:
Plan assets	52.00%	49.00%
Debt securities \| UK Pension Benefits
Pension plan asset allocations based on fair values:
Plan assets	38.00%	37.00%
Debt securities \| US Pension Benefits
Pension plan asset allocations based on fair values:
Plan assets	46.00%	50.00%
Hedge funds \| UK Pension Benefits
Pension plan asset allocations based on fair values:
Plan assets	17.00%	17.00%
Hedge funds \| US Pension Benefits
Pension plan asset allocations based on fair values:
Plan assets	0.00%	0.00%
Real estate \| UK Pension Benefits
Pension plan asset allocations based on fair values:
Plan assets	3.00%	3.00%
Real estate \| US Pension Benefits
Pension plan asset allocations based on fair values:
Plan assets	0.00%	0.00%
Cash \| UK Pension Benefits
Pension plan asset allocations based on fair values:
Plan assets	6.00%	2.00%
Cash \| US Pension Benefits
Pension plan asset allocations based on fair values:
Plan assets	0.00%	0.00%
Other \| UK Pension Benefits
Pension plan asset allocations based on fair values:
Plan assets	0.00%	0.00%
Other \| US Pension Benefits
Pension plan asset allocations based on fair values:
Plan assets	2.00%	1.00%

Pension Plans (Details 6) (USD $) In Millions, unless otherwise specified	Dec. 31, 2013	Dec. 31, 2012	Dec. 31, 2011
UK Pension Plan [Member]
Schedule of defined benefit pension plan assets fair value measured on a recurring basis
Pension benefits asset	$ 3,061	$ 2,716	$ 2,353
UK Pension Plan [Member] \| Fair Value, Measurements, Recurring [Member]
Schedule of defined benefit pension plan assets fair value measured on a recurring basis
Pension benefits asset	3,061	2,716
UK Pension Plan [Member] \| Level 1 \| Fair Value, Measurements, Recurring [Member]
Schedule of defined benefit pension plan assets fair value measured on a recurring basis
Pension benefits asset	2,021	1,688
UK Pension Plan [Member] \| Level 2 \| Fair Value, Measurements, Recurring [Member]
Schedule of defined benefit pension plan assets fair value measured on a recurring basis
Pension benefits asset	371	521
UK Pension Plan [Member] \| Level 3
Schedule of defined benefit pension plan assets fair value measured on a recurring basis
Pension benefits asset	669	507	476
UK Pension Plan [Member] \| Level 3 \| Fair Value, Measurements, Recurring [Member]
Schedule of defined benefit pension plan assets fair value measured on a recurring basis
Pension benefits asset	669	507
UK Pension Plan [Member] \| US equities \| Fair Value, Measurements, Recurring [Member]
Schedule of defined benefit pension plan assets fair value measured on a recurring basis
Pension benefits asset	740	600
UK Pension Plan [Member] \| US equities \| Level 1 \| Fair Value, Measurements, Recurring [Member]
Schedule of defined benefit pension plan assets fair value measured on a recurring basis
Pension benefits asset	659	492
UK Pension Plan [Member] \| US equities \| Level 2 \| Fair Value, Measurements, Recurring [Member]
Schedule of defined benefit pension plan assets fair value measured on a recurring basis
Pension benefits asset	81	108
UK Pension Plan [Member] \| US equities \| Level 3 \| Fair Value, Measurements, Recurring [Member]
Schedule of defined benefit pension plan assets fair value measured on a recurring basis
Pension benefits asset	0	0
UK Pension Plan [Member] \| UK equities \| Fair Value, Measurements, Recurring [Member]
Schedule of defined benefit pension plan assets fair value measured on a recurring basis
Pension benefits asset	256	376
UK Pension Plan [Member] \| UK equities \| Level 1 \| Fair Value, Measurements, Recurring [Member]
Schedule of defined benefit pension plan assets fair value measured on a recurring basis
Pension benefits asset	239	317
UK Pension Plan [Member] \| UK equities \| Level 2 \| Fair Value, Measurements, Recurring [Member]
Schedule of defined benefit pension plan assets fair value measured on a recurring basis
Pension benefits asset	17	59
UK Pension Plan [Member] \| UK equities \| Level 3 \| Fair Value, Measurements, Recurring [Member]
Schedule of defined benefit pension plan assets fair value measured on a recurring basis
Pension benefits asset	0	0
UK Pension Plan [Member] \| Other equities \| Fair Value, Measurements, Recurring [Member]
Schedule of defined benefit pension plan assets fair value measured on a recurring basis
Pension benefits asset	103	125
UK Pension Plan [Member] \| Other equities \| Level 1 \| Fair Value, Measurements, Recurring [Member]
Schedule of defined benefit pension plan assets fair value measured on a recurring basis
Pension benefits asset	40	28
UK Pension Plan [Member] \| Other equities \| Level 2 \| Fair Value, Measurements, Recurring [Member]
Schedule of defined benefit pension plan assets fair value measured on a recurring basis
Pension benefits asset	63	97
UK Pension Plan [Member] \| Other equities \| Level 3 \| Fair Value, Measurements, Recurring [Member]
Schedule of defined benefit pension plan assets fair value measured on a recurring basis
Pension benefits asset	0	0
UK Pension Plan [Member] \| US Government bonds \| Fair Value, Measurements, Recurring [Member]
Schedule of defined benefit pension plan assets fair value measured on a recurring basis
Pension benefits asset	31	11
UK Pension Plan [Member] \| US Government bonds \| Level 1 \| Fair Value, Measurements, Recurring [Member]
Schedule of defined benefit pension plan assets fair value measured on a recurring basis
Pension benefits asset	31	11
UK Pension Plan [Member] \| US Government bonds \| Level 2 \| Fair Value, Measurements, Recurring [Member]
Schedule of defined benefit pension plan assets fair value measured on a recurring basis
Pension benefits asset	0	0
UK Pension Plan [Member] \| US Government bonds \| Level 3 \| Fair Value, Measurements, Recurring [Member]
Schedule of defined benefit pension plan assets fair value measured on a recurring basis
Pension benefits asset	0	0
UK Pension Plan [Member] \| UK Government bonds \| Fair Value, Measurements, Recurring [Member]
Schedule of defined benefit pension plan assets fair value measured on a recurring basis
Pension benefits asset	656	625
UK Pension Plan [Member] \| UK Government bonds \| Level 1 \| Fair Value, Measurements, Recurring [Member]
Schedule of defined benefit pension plan assets fair value measured on a recurring basis
Pension benefits asset	656	625
UK Pension Plan [Member] \| UK Government bonds \| Level 2 \| Fair Value, Measurements, Recurring [Member]
Schedule of defined benefit pension plan assets fair value measured on a recurring basis
Pension benefits asset	0	0
UK Pension Plan [Member] \| UK Government bonds \| Level 3 \| Fair Value, Measurements, Recurring [Member]
Schedule of defined benefit pension plan assets fair value measured on a recurring basis
Pension benefits asset	0	0
UK Pension Plan [Member] \| Other Government bonds \| Fair Value, Measurements, Recurring [Member]
Schedule of defined benefit pension plan assets fair value measured on a recurring basis
Pension benefits asset	107	13
UK Pension Plan [Member] \| Other Government bonds \| Level 1 \| Fair Value, Measurements, Recurring [Member]
Schedule of defined benefit pension plan assets fair value measured on a recurring basis
Pension benefits asset	7	13
UK Pension Plan [Member] \| Other Government bonds \| Level 2 \| Fair Value, Measurements, Recurring [Member]
Schedule of defined benefit pension plan assets fair value measured on a recurring basis
Pension benefits asset	0	0
UK Pension Plan [Member] \| Other Government bonds \| Level 3 \| Fair Value, Measurements, Recurring [Member]
Schedule of defined benefit pension plan assets fair value measured on a recurring basis
Pension benefits asset	100	0
UK Pension Plan [Member] \| UK corporate bonds \| Fair Value, Measurements, Recurring [Member]
Schedule of defined benefit pension plan assets fair value measured on a recurring basis
Pension benefits asset	75	112
UK Pension Plan [Member] \| UK corporate bonds \| Level 1 \| Fair Value, Measurements, Recurring [Member]
Schedule of defined benefit pension plan assets fair value measured on a recurring basis
Pension benefits asset	75	112
UK Pension Plan [Member] \| UK corporate bonds \| Level 2 \| Fair Value, Measurements, Recurring [Member]
Schedule of defined benefit pension plan assets fair value measured on a recurring basis
Pension benefits asset	0	0
UK Pension Plan [Member] \| UK corporate bonds \| Level 3 \| Fair Value, Measurements, Recurring [Member]
Schedule of defined benefit pension plan assets fair value measured on a recurring basis
Pension benefits asset	0	0
UK Pension Plan [Member] \| All Other Corporate Bonds [Member] \| Fair Value, Measurements, Recurring [Member]
Schedule of defined benefit pension plan assets fair value measured on a recurring basis
Pension benefits asset	151	29
UK Pension Plan [Member] \| All Other Corporate Bonds [Member] \| Level 1 \| Fair Value, Measurements, Recurring [Member]
Schedule of defined benefit pension plan assets fair value measured on a recurring basis
Pension benefits asset	151	29
UK Pension Plan [Member] \| All Other Corporate Bonds [Member] \| Level 2 \| Fair Value, Measurements, Recurring [Member]
Schedule of defined benefit pension plan assets fair value measured on a recurring basis
Pension benefits asset	0	0
UK Pension Plan [Member] \| All Other Corporate Bonds [Member] \| Level 3 \| Fair Value, Measurements, Recurring [Member]
Schedule of defined benefit pension plan assets fair value measured on a recurring basis
Pension benefits asset	0	0
UK Pension Plan [Member] \| Derivatives \| Fair Value, Measurements, Recurring [Member]
Schedule of defined benefit pension plan assets fair value measured on a recurring basis
Pension benefits asset	154	217
UK Pension Plan [Member] \| Derivatives \| Level 1 \| Fair Value, Measurements, Recurring [Member]
Schedule of defined benefit pension plan assets fair value measured on a recurring basis
Pension benefits asset	0	0
UK Pension Plan [Member] \| Derivatives \| Level 2 \| Fair Value, Measurements, Recurring [Member]
Schedule of defined benefit pension plan assets fair value measured on a recurring basis
Pension benefits asset	154	217
UK Pension Plan [Member] \| Derivatives \| Level 3 \| Fair Value, Measurements, Recurring [Member]
Schedule of defined benefit pension plan assets fair value measured on a recurring basis
Pension benefits asset	0	0
UK Pension Plan [Member] \| Real estate \| Fair Value, Measurements, Recurring [Member]
Schedule of defined benefit pension plan assets fair value measured on a recurring basis
Pension benefits asset	92	76
UK Pension Plan [Member] \| Real estate \| Level 1 \| Fair Value, Measurements, Recurring [Member]
Schedule of defined benefit pension plan assets fair value measured on a recurring basis
Pension benefits asset	0	0
UK Pension Plan [Member] \| Real estate \| Level 2 \| Fair Value, Measurements, Recurring [Member]
Schedule of defined benefit pension plan assets fair value measured on a recurring basis
Pension benefits asset	0	0
UK Pension Plan [Member] \| Real estate \| Level 3 \| Fair Value, Measurements, Recurring [Member]
Schedule of defined benefit pension plan assets fair value measured on a recurring basis
Pension benefits asset	92	76
UK Pension Plan [Member] \| Cash \| Fair Value, Measurements, Recurring [Member]
Schedule of defined benefit pension plan assets fair value measured on a recurring basis
Pension benefits asset	163	53
UK Pension Plan [Member] \| Cash \| Level 1 \| Fair Value, Measurements, Recurring [Member]
Schedule of defined benefit pension plan assets fair value measured on a recurring basis
Pension benefits asset	163	53
UK Pension Plan [Member] \| Cash \| Level 2 \| Fair Value, Measurements, Recurring [Member]
Schedule of defined benefit pension plan assets fair value measured on a recurring basis
Pension benefits asset	0	0
UK Pension Plan [Member] \| Cash \| Level 3 \| Fair Value, Measurements, Recurring [Member]
Schedule of defined benefit pension plan assets fair value measured on a recurring basis
Pension benefits asset	0	0
UK Pension Plan [Member] \| Hedge funds \| Fair Value, Measurements, Recurring [Member]
Schedule of defined benefit pension plan assets fair value measured on a recurring basis
Pension benefits asset	505	458
UK Pension Plan [Member] \| Hedge funds \| Level 1 \| Fair Value, Measurements, Recurring [Member]
Schedule of defined benefit pension plan assets fair value measured on a recurring basis
Pension benefits asset	0	0
UK Pension Plan [Member] \| Hedge funds \| Level 2 \| Fair Value, Measurements, Recurring [Member]
Schedule of defined benefit pension plan assets fair value measured on a recurring basis
Pension benefits asset	28	27
UK Pension Plan [Member] \| Hedge funds \| Level 3 \| Fair Value, Measurements, Recurring [Member]
Schedule of defined benefit pension plan assets fair value measured on a recurring basis
Pension benefits asset	477	431
UK Pension Plan [Member] \| Other Other Investments [Member] \| Fair Value, Measurements, Recurring [Member]
Schedule of defined benefit pension plan assets fair value measured on a recurring basis
Pension benefits asset	28	21
UK Pension Plan [Member] \| Other Other Investments [Member] \| Level 1 \| Fair Value, Measurements, Recurring [Member]
Schedule of defined benefit pension plan assets fair value measured on a recurring basis
Pension benefits asset	0	8
UK Pension Plan [Member] \| Other Other Investments [Member] \| Level 2 \| Fair Value, Measurements, Recurring [Member]
Schedule of defined benefit pension plan assets fair value measured on a recurring basis
Pension benefits asset	28	13
UK Pension Plan [Member] \| Other Other Investments [Member] \| Level 3 \| Fair Value, Measurements, Recurring [Member]
Schedule of defined benefit pension plan assets fair value measured on a recurring basis
Pension benefits asset	0	0
US Pension Plan [Member]
Schedule of defined benefit pension plan assets fair value measured on a recurring basis
Pension benefits asset	757	708	637
US Pension Plan [Member] \| Fair Value, Measurements, Recurring [Member]
Schedule of defined benefit pension plan assets fair value measured on a recurring basis
Pension benefits asset	757	708
US Pension Plan [Member] \| Level 1 \| Fair Value, Measurements, Recurring [Member]
Schedule of defined benefit pension plan assets fair value measured on a recurring basis
Pension benefits asset	303	297
US Pension Plan [Member] \| Level 2 \| Fair Value, Measurements, Recurring [Member]
Schedule of defined benefit pension plan assets fair value measured on a recurring basis
Pension benefits asset	454	411
US Pension Plan [Member] \| Level 3 \| Fair Value, Measurements, Recurring [Member]
Schedule of defined benefit pension plan assets fair value measured on a recurring basis
Pension benefits asset	0	0
US Pension Plan [Member] \| US equities \| Fair Value, Measurements, Recurring [Member]
Schedule of defined benefit pension plan assets fair value measured on a recurring basis
Pension benefits asset	245	222
US Pension Plan [Member] \| US equities \| Level 1 \| Fair Value, Measurements, Recurring [Member]
Schedule of defined benefit pension plan assets fair value measured on a recurring basis
Pension benefits asset	120	144
US Pension Plan [Member] \| US equities \| Level 2 \| Fair Value, Measurements, Recurring [Member]
Schedule of defined benefit pension plan assets fair value measured on a recurring basis
Pension benefits asset	125	78
US Pension Plan [Member] \| US equities \| Level 3 \| Fair Value, Measurements, Recurring [Member]
Schedule of defined benefit pension plan assets fair value measured on a recurring basis
Pension benefits asset	0	0
US Pension Plan [Member] \| Other equities \| Fair Value, Measurements, Recurring [Member]
Schedule of defined benefit pension plan assets fair value measured on a recurring basis
Pension benefits asset	149	125
US Pension Plan [Member] \| Other equities \| Level 1 \| Fair Value, Measurements, Recurring [Member]
Schedule of defined benefit pension plan assets fair value measured on a recurring basis
Pension benefits asset	116	98
US Pension Plan [Member] \| Other equities \| Level 2 \| Fair Value, Measurements, Recurring [Member]
Schedule of defined benefit pension plan assets fair value measured on a recurring basis
Pension benefits asset	33	27
US Pension Plan [Member] \| Other equities \| Level 3 \| Fair Value, Measurements, Recurring [Member]
Schedule of defined benefit pension plan assets fair value measured on a recurring basis
Pension benefits asset	0	0
US Pension Plan [Member] \| US Government bonds \| Fair Value, Measurements, Recurring [Member]
Schedule of defined benefit pension plan assets fair value measured on a recurring basis
Pension benefits asset	55	69
US Pension Plan [Member] \| US Government bonds \| Level 1 \| Fair Value, Measurements, Recurring [Member]
Schedule of defined benefit pension plan assets fair value measured on a recurring basis
Pension benefits asset	0	0
US Pension Plan [Member] \| US Government bonds \| Level 2 \| Fair Value, Measurements, Recurring [Member]
Schedule of defined benefit pension plan assets fair value measured on a recurring basis
Pension benefits asset	55	69
US Pension Plan [Member] \| US Government bonds \| Level 3 \| Fair Value, Measurements, Recurring [Member]
Schedule of defined benefit pension plan assets fair value measured on a recurring basis
Pension benefits asset	0	0
US Pension Plan [Member] \| Mortgage backed securities \| Fair Value, Measurements, Recurring [Member]
Schedule of defined benefit pension plan assets fair value measured on a recurring basis
Pension benefits asset	12	13
US Pension Plan [Member] \| Mortgage backed securities \| Level 1 \| Fair Value, Measurements, Recurring [Member]
Schedule of defined benefit pension plan assets fair value measured on a recurring basis
Pension benefits asset	0	0
US Pension Plan [Member] \| Mortgage backed securities \| Level 2 \| Fair Value, Measurements, Recurring [Member]
Schedule of defined benefit pension plan assets fair value measured on a recurring basis
Pension benefits asset	12	13
US Pension Plan [Member] \| Mortgage backed securities \| Level 3 \| Fair Value, Measurements, Recurring [Member]
Schedule of defined benefit pension plan assets fair value measured on a recurring basis
Pension benefits asset	0	0
US Pension Plan [Member] \| Other Other Investments [Member] \| Fair Value, Measurements, Recurring [Member]
Schedule of defined benefit pension plan assets fair value measured on a recurring basis
Pension benefits asset	15	9
US Pension Plan [Member] \| Other Other Investments [Member] \| Level 1 \| Fair Value, Measurements, Recurring [Member]
Schedule of defined benefit pension plan assets fair value measured on a recurring basis
Pension benefits asset	9	3
US Pension Plan [Member] \| Other Other Investments [Member] \| Level 2 \| Fair Value, Measurements, Recurring [Member]
Schedule of defined benefit pension plan assets fair value measured on a recurring basis
Pension benefits asset	6	6
US Pension Plan [Member] \| Other Other Investments [Member] \| Level 3 \| Fair Value, Measurements, Recurring [Member]
Schedule of defined benefit pension plan assets fair value measured on a recurring basis
Pension benefits asset	0	0
US Pension Plan [Member] \| Domestic Corporate Debt Securities [Member] \| Fair Value, Measurements, Recurring [Member]
Schedule of defined benefit pension plan assets fair value measured on a recurring basis
Pension benefits asset	151	144
US Pension Plan [Member] \| Domestic Corporate Debt Securities [Member] \| Level 1 \| Fair Value, Measurements, Recurring [Member]
Schedule of defined benefit pension plan assets fair value measured on a recurring basis
Pension benefits asset	0	0
US Pension Plan [Member] \| Domestic Corporate Debt Securities [Member] \| Level 2 \| Fair Value, Measurements, Recurring [Member]
Schedule of defined benefit pension plan assets fair value measured on a recurring basis
Pension benefits asset	151	144
US Pension Plan [Member] \| Domestic Corporate Debt Securities [Member] \| Level 3 \| Fair Value, Measurements, Recurring [Member]
Schedule of defined benefit pension plan assets fair value measured on a recurring basis
Pension benefits asset	0	0
US Pension Plan [Member] \| Fixed Income Securities [Member] \| Fair Value, Measurements, Recurring [Member]
Schedule of defined benefit pension plan assets fair value measured on a recurring basis
Pension benefits asset	100	91
US Pension Plan [Member] \| Fixed Income Securities [Member] \| Level 1 \| Fair Value, Measurements, Recurring [Member]
Schedule of defined benefit pension plan assets fair value measured on a recurring basis
Pension benefits asset	58	52
US Pension Plan [Member] \| Fixed Income Securities [Member] \| Level 2 \| Fair Value, Measurements, Recurring [Member]
Schedule of defined benefit pension plan assets fair value measured on a recurring basis
Pension benefits asset	42	39
US Pension Plan [Member] \| Fixed Income Securities [Member] \| Level 3 \| Fair Value, Measurements, Recurring [Member]
Schedule of defined benefit pension plan assets fair value measured on a recurring basis
Pension benefits asset	0	0
US Pension Plan [Member] \| Municipal Bonds [Member] \| Fair Value, Measurements, Recurring [Member]
Schedule of defined benefit pension plan assets fair value measured on a recurring basis
Pension benefits asset	30	35
US Pension Plan [Member] \| Municipal Bonds [Member] \| Level 1 \| Fair Value, Measurements, Recurring [Member]
Schedule of defined benefit pension plan assets fair value measured on a recurring basis
Pension benefits asset	0	0
US Pension Plan [Member] \| Municipal Bonds [Member] \| Level 2 \| Fair Value, Measurements, Recurring [Member]
Schedule of defined benefit pension plan assets fair value measured on a recurring basis
Pension benefits asset	30	35
US Pension Plan [Member] \| Municipal Bonds [Member] \| Level 3 \| Fair Value, Measurements, Recurring [Member]
Schedule of defined benefit pension plan assets fair value measured on a recurring basis
Pension benefits asset	$ 0	$ 0

Pension Plans (Details 7) (UK Pension Plan [Member], USD $) In Millions, unless otherwise specified	12 Months Ended
	Dec. 31, 2013	Dec. 31, 2012	Dec. 31, 2011
Changes in the UK pension plan's Level 3 assets
Benefit obligations, end of year	$ 2,785	$ 2,582	$ 2,217
Foreign currency changes	66	120
Level 3
Changes in the UK pension plan's Level 3 assets
Purchases, sales, issuances and settlements, net	121	(2)
Defined Benefit Plan, Actual Return on Plan Assets Still Held	29	17
Foreign currency changes	$ 12	$ 16

Pension Plans (Details 8) (USD $) In Millions, unless otherwise specified	Dec. 31, 2013
UK Pension Plan [Member]
Expected future benefit payments
2014	$ 84
2015	88
2016	89
2017	93
2018	94
2019-2023	518
US Pension Plan [Member]
Expected future benefit payments
2014	38
2015	42
2016	44
2017	46
2018	49
2019-2023	$ 271

Pension Plans (Details 9) (USD $) In Millions, unless otherwise specified	12 Months Ended
	Dec. 31, 2013	Dec. 31, 2012	Dec. 31, 2011
Change in plan assets
Employer contributions	$ (150)	$ (143)	$ (135)
Components on the Consolidated Balance Sheets
Pension benefits asset	278	136
Liability for pension benefits	(136)	(282)
International Pension Benefits [Member]
Change in benefit obligation
Benefit obligation, beginning of year	180	131
Service cost	3	3	4
Interest cost	7	7	7
Actuarial (gain) loss	(5)	30
Benefits paid	(6)	(6)
Employee contributions	0	1
Reclassification from other non-current liabilities (i)	10	9
Foreign currency changes	6	5
Benefit obligations, end of year	195	180	131
Change in plan assets
Fair value of plan assets, beginning of year	150	128
Actual return on plan assets	9	11
Employer contributions	10	11
Benefits paid	(6)	(6)
Employee contributions	0	1
Foreign currency changes	5	5
Fair value of plan assets, end of year	168	150	128
Funded status at end of year	(27)	(30)
Components on the Consolidated Balance Sheets
Pension benefits asset	2	2
Liability for pension benefits	$ (29)	$ (32)

Pension Plans (Details 10) (USD $) In Millions, unless otherwise specified	12 Months Ended
	Dec. 31, 2013	Dec. 31, 2012	Dec. 31, 2011
Components of net periodic benefit cost
Net periodic benefit cost (income)	$ (4)	$ 2	$ 11
Other changes in plan assets and benefit obligations recognized in other comprehensive income (loss)
Amortization of unrecognized actuarial loss	(55)	(47)	(34)
Net actuarial loss (gain)	(83)	203	303
Domestic Pension Plans of Foreign Entity, Defined Benefit [Member]
Components of net periodic benefit cost
Service cost	3	3	4
Interest cost	7	7	7
Expected return on plan assets	(6)	(6)	(6)
Amortization of unrecognized actuarial loss	1	0	1
Curtailment (gain) loss	0	0	(1)
Net periodic benefit cost (income)	5	4	5
Other changes in plan assets and benefit obligations recognized in other comprehensive income (loss)
Amortization of unrecognized actuarial loss	(1)	0	(1)
Net actuarial loss (gain)	(8)	25	2
Total recognized in other comprehensive loss (income)	(9)	25	1
Total recognized in net periodic benefit cost and other comprehensive loss (income)	$ (4)	$ 29	$ 6

Pension Plans (Details 11) (International Pension Benefits [Member])	12 Months Ended
	Dec. 31, 2013	Dec. 31, 2012
Minimum [Member]
Weighted-average assumptions to determine benefit obligations:
Discount rate	3.30%	2.50%
Rate of compensation increase	2.00%	2.00%
Weighted-average assumptions to determine net periodic benefit cost:
Discount rate	2.50%	3.30%
Expected return on plan assets	2.00%	2.00%
Rate of compensation increase	2.00%	2.50%
Maximum [Member]
Weighted-average assumptions to determine benefit obligations:
Discount rate	4.40%	3.75%
Rate of compensation increase	2.50%	2.00%
Weighted-average assumptions to determine net periodic benefit cost:
Discount rate	4.40%	5.30%
Expected return on plan assets	4.66%	5.73%
Rate of compensation increase	2.50%	3.00%

Pension Plans (Details 13) (International Pension Benefits [Member], USD $) In Millions, unless otherwise specified	Dec. 31, 2013	Dec. 31, 2012	Dec. 31, 2011
Schedule of defined benefit pension plan assets fair value measured on a recurring basis
Pension benefits asset	$ 168	$ 150	$ 128
Fair Value, Measurements, Recurring [Member]
Schedule of defined benefit pension plan assets fair value measured on a recurring basis
Pension benefits asset	168	150
Level 1 \| Fair Value, Measurements, Recurring [Member]
Schedule of defined benefit pension plan assets fair value measured on a recurring basis
Pension benefits asset	133	105
Level 2 \| Fair Value, Measurements, Recurring [Member]
Schedule of defined benefit pension plan assets fair value measured on a recurring basis
Pension benefits asset	23	34
Level 3 \| Fair Value, Measurements, Recurring [Member]
Schedule of defined benefit pension plan assets fair value measured on a recurring basis
Pension benefits asset	12	11
US equities \| Fair Value, Measurements, Recurring [Member]
Schedule of defined benefit pension plan assets fair value measured on a recurring basis
Pension benefits asset	29	24
US equities \| Level 1 \| Fair Value, Measurements, Recurring [Member]
Schedule of defined benefit pension plan assets fair value measured on a recurring basis
Pension benefits asset	29	24
US equities \| Level 2 \| Fair Value, Measurements, Recurring [Member]
Schedule of defined benefit pension plan assets fair value measured on a recurring basis
Pension benefits asset	0	0
US equities \| Level 3 \| Fair Value, Measurements, Recurring [Member]
Schedule of defined benefit pension plan assets fair value measured on a recurring basis
Pension benefits asset	0	0
UK equities \| Fair Value, Measurements, Recurring [Member]
Schedule of defined benefit pension plan assets fair value measured on a recurring basis
Pension benefits asset	5	5
UK equities \| Level 1 \| Fair Value, Measurements, Recurring [Member]
Schedule of defined benefit pension plan assets fair value measured on a recurring basis
Pension benefits asset	5	5
UK equities \| Level 2 \| Fair Value, Measurements, Recurring [Member]
Schedule of defined benefit pension plan assets fair value measured on a recurring basis
Pension benefits asset	0	0
UK equities \| Level 3 \| Fair Value, Measurements, Recurring [Member]
Schedule of defined benefit pension plan assets fair value measured on a recurring basis
Pension benefits asset	0	0
Overseas equities [Member] \| Fair Value, Measurements, Recurring [Member]
Schedule of defined benefit pension plan assets fair value measured on a recurring basis
Pension benefits asset	26	23
Overseas equities [Member] \| Level 1 \| Fair Value, Measurements, Recurring [Member]
Schedule of defined benefit pension plan assets fair value measured on a recurring basis
Pension benefits asset	26	22
Overseas equities [Member] \| Level 2 \| Fair Value, Measurements, Recurring [Member]
Schedule of defined benefit pension plan assets fair value measured on a recurring basis
Pension benefits asset	0	0
Overseas equities [Member] \| Level 3 \| Fair Value, Measurements, Recurring [Member]
Schedule of defined benefit pension plan assets fair value measured on a recurring basis
Pension benefits asset	0	1
Other Government bonds \| Fair Value, Measurements, Recurring [Member]
Schedule of defined benefit pension plan assets fair value measured on a recurring basis
Pension benefits asset	61	49
Other Government bonds \| Level 1 \| Fair Value, Measurements, Recurring [Member]
Schedule of defined benefit pension plan assets fair value measured on a recurring basis
Pension benefits asset	61	49
Other Government bonds \| Level 2 \| Fair Value, Measurements, Recurring [Member]
Schedule of defined benefit pension plan assets fair value measured on a recurring basis
Pension benefits asset	0	0
Other Government bonds \| Level 3 \| Fair Value, Measurements, Recurring [Member]
Schedule of defined benefit pension plan assets fair value measured on a recurring basis
Pension benefits asset	0	0
Corporate bonds [Member] \| Fair Value, Measurements, Recurring [Member]
Schedule of defined benefit pension plan assets fair value measured on a recurring basis
Pension benefits asset	4	9
Corporate bonds [Member] \| Level 1 \| Fair Value, Measurements, Recurring [Member]
Schedule of defined benefit pension plan assets fair value measured on a recurring basis
Pension benefits asset	4	0
Corporate bonds [Member] \| Level 2 \| Fair Value, Measurements, Recurring [Member]
Schedule of defined benefit pension plan assets fair value measured on a recurring basis
Pension benefits asset	0	9
Corporate bonds [Member] \| Level 3 \| Fair Value, Measurements, Recurring [Member]
Schedule of defined benefit pension plan assets fair value measured on a recurring basis
Pension benefits asset	0	0
Derivative instruments [Member] \| Fair Value, Measurements, Recurring [Member]
Schedule of defined benefit pension plan assets fair value measured on a recurring basis
Pension benefits asset	23	24
Derivative instruments [Member] \| Level 1 \| Fair Value, Measurements, Recurring [Member]
Schedule of defined benefit pension plan assets fair value measured on a recurring basis
Pension benefits asset	0	0
Derivative instruments [Member] \| Level 2 \| Fair Value, Measurements, Recurring [Member]
Schedule of defined benefit pension plan assets fair value measured on a recurring basis
Pension benefits asset	23	24
Derivative instruments [Member] \| Level 3 \| Fair Value, Measurements, Recurring [Member]
Schedule of defined benefit pension plan assets fair value measured on a recurring basis
Pension benefits asset	0	0
Real estate [Member] \| Fair Value, Measurements, Recurring [Member]
Schedule of defined benefit pension plan assets fair value measured on a recurring basis
Pension benefits asset	5	5
Real estate [Member] \| Level 1 \| Fair Value, Measurements, Recurring [Member]
Schedule of defined benefit pension plan assets fair value measured on a recurring basis
Pension benefits asset	0	0
Real estate [Member] \| Level 2 \| Fair Value, Measurements, Recurring [Member]
Schedule of defined benefit pension plan assets fair value measured on a recurring basis
Pension benefits asset	0	0
Real estate [Member] \| Level 3 \| Fair Value, Measurements, Recurring [Member]
Schedule of defined benefit pension plan assets fair value measured on a recurring basis
Pension benefits asset	5	5
Cash [Member] \| Fair Value, Measurements, Recurring [Member]
Schedule of defined benefit pension plan assets fair value measured on a recurring basis
Pension benefits asset	8	5
Cash [Member] \| Level 1 \| Fair Value, Measurements, Recurring [Member]
Schedule of defined benefit pension plan assets fair value measured on a recurring basis
Pension benefits asset	8	5
Cash [Member] \| Level 2 \| Fair Value, Measurements, Recurring [Member]
Schedule of defined benefit pension plan assets fair value measured on a recurring basis
Pension benefits asset	0	0
Cash [Member] \| Level 3 \| Fair Value, Measurements, Recurring [Member]
Schedule of defined benefit pension plan assets fair value measured on a recurring basis
Pension benefits asset	0	0
Other Investments [member] \| Fair Value, Measurements, Recurring [Member]
Schedule of defined benefit pension plan assets fair value measured on a recurring basis
Pension benefits asset	7	6
Other Investments [member] \| Level 1 \| Fair Value, Measurements, Recurring [Member]
Schedule of defined benefit pension plan assets fair value measured on a recurring basis
Pension benefits asset	0	0
Other Investments [member] \| Level 2 \| Fair Value, Measurements, Recurring [Member]
Schedule of defined benefit pension plan assets fair value measured on a recurring basis
Pension benefits asset	0	1
Other Investments [member] \| Level 3 \| Fair Value, Measurements, Recurring [Member]
Schedule of defined benefit pension plan assets fair value measured on a recurring basis
Pension benefits asset	$ 7	$ 5

Pension Plans (Details 14) (International Pension Benefits [Member], USD $) In Millions, unless otherwise specified	Dec. 31, 2013
International Pension Benefits [Member]
Expected future benefit payments
2014	$ 6
2015	6
2016	6
2017	6
2018	7
2019-2023	$ 35

Pension Plans (Details Textual) (USD $) In Millions, unless otherwise specified	12 Months Ended
	Dec. 31, 2013	Dec. 31, 2012	Dec. 31, 2011
Defined Benefit Plan Disclosure (Textual) [Abstract]
Pension benefits asset	$ 278	$ 136
Liability for pension benefits	136	282
Expected contribution to defined pension plan for the full year 2012	122
Defined benefit plan estimated employer contributions including exceptional contributions in next fiscal year	83
US Pension Benefits
Defined Benefit Plan Disclosure (Textual) [Abstract]
Pension benefits asset	0	0
Liability for pension benefits	107	250
Expected return on plan assets	7.30%	7.30%
Number of funds invested in assets	17
Expected contribution to defined pension plan for the full year 2012	30
Accumulated other comprehensive income (loss) net actuarial	233	332
Accumulated benefit obligation	864	958
US Pension Benefits \| US and foreign equities [Member]
Defined Benefit Plan Disclosure (Textual) [Abstract]
Expected return on plan assets	10.40%
Defined benefit plan broad target allocation percentage of assets	50.00%
US Pension Benefits \| Debt securities
Defined Benefit Plan Disclosure (Textual) [Abstract]
Expected return on plan assets	4.10%
Defined benefit plan broad target allocation percentage of assets	50.00%
UK Pension Benefits
Defined Benefit Plan Disclosure (Textual) [Abstract]
Pension benefits asset	276	134
Liability for pension benefits	0	0
Expected return on plan assets	7.30%	7.50%
Number of portfolios in which plan's assets divided	13
Number of managers managing plan's assets portfolios	10
Expected contribution to defined pension plan for the full year 2012	83
Defined Benefit Contributions salary sacrifice next fiscal year	12
Accumulated other comprehensive income (loss) net actuarial	815	831
Accumulated benefit obligation	2,701	2,519
UK Pension Benefits \| UK and foreign equities [Member]
Defined Benefit Plan Disclosure (Textual) [Abstract]
Expected return on plan assets	9.27%
Defined benefit plan broad target allocation percentage of assets	31.50%
UK Pension Benefits \| Real estate [Member]
Defined Benefit Plan Disclosure (Textual) [Abstract]
Expected return on plan assets	6.53%
Defined benefit plan broad target allocation percentage of assets	6.00%
UK Pension Benefits \| Debt securities
Defined Benefit Plan Disclosure (Textual) [Abstract]
Expected return on plan assets	4.42%
Defined benefit plan broad target allocation percentage of assets	45.00%
UK Pension Benefits \| Hedge funds
Defined Benefit Plan Disclosure (Textual) [Abstract]
Expected return on plan assets	7.86%
Defined benefit plan broad target allocation percentage of assets	17.50%
401(k) Plan [Member]
Defined Benefit Plan Disclosure (Textual) [Abstract]
Percentage matching contributions other than for former HRH employees			75.00%
Matching contributions under 401 (k) plan	15	10	10
International Pension Benefits [Member]
Defined Benefit Plan Disclosure (Textual) [Abstract]
Pension benefits asset	2	2
Liability for pension benefits	29	32
Expected contribution to defined pension plan for the full year 2012	9
Net pension benefit liability	27	30
Accumulated other comprehensive income (loss) net actuarial	(27)	(35)
Accumulated benefit obligation	191	177
Estimated net loss for the international defined benefit plans amortized from accumulated other comprehensive loss into net periodic benefit cost over the next fiscal year	0
Curtailment gain	$ 0	$ 0	$ 1

Debt (Short-Term Debt) (Details) (USD $) In Millions, unless otherwise specified	12 Months Ended
	Dec. 31, 2013	Dec. 31, 2012
Short-term debt and current portion of long-term debt
Short-term debt and current portion of long-term debt	$ 15	$ 15
Seven Year Term Loan Facility [Member]
Short-term debt and current portion of long-term debt
Current portion of 7-year term loan facility expires 2018	$ 15	$ 15
Maturity period of debt instrument	7 years

Debt (Long-Term Debt) (Details) (USD $)
In Millions, unless otherwise specified

12 Months Ended

Dec. 31, 2013

Dec. 31, 2012

Dec. 31, 2011

Dec. 31, 2013

Revolving $300 million credit facility [Member]

Dec. 31, 2012

Revolving $300 million credit facility [Member]

Dec. 31, 2011

Revolving $300 million credit facility [Member]

Dec. 31, 2013

Revolving Credit Facility [Member]

Dec. 31, 2012

Revolving Credit Facility [Member]

Dec. 31, 2011

Revolving Credit Facility [Member]

Dec. 31, 2013

Seven Year Term Loan Facility [Member]

Dec. 31, 2012

Seven Year Term Loan Facility [Member]

Dec. 31, 2011

Seven Year Term Loan Facility [Member]

Dec. 31, 2013

Term Loan Facility Repaid [Member]

Dec. 31, 2012

Term Loan Facility Repaid [Member]

Dec. 31, 2011

Term Loan Facility Repaid [Member]

Dec. 31, 2013

5.625% senior notes due 2015

Dec. 31, 2012

5.625% senior notes due 2015

Dec. 31, 2011

5.625% senior notes due 2015

Dec. 31, 2013

Twelve Point Eight Seven Five Percent Senior Notes Due Two Thousand Sixteen [Member]

Dec. 31, 2012

Twelve Point Eight Seven Five Percent Senior Notes Due Two Thousand Sixteen [Member]

Dec. 31, 2011

Twelve Point Eight Seven Five Percent Senior Notes Due Two Thousand Sixteen [Member]

Dec. 31, 2013

Fair Value adjustment on 5.625% senior notes due 2015 [Member]

Aug. 15, 2013

Fair Value adjustment on 5.625% senior notes due 2015 [Member]

Dec. 31, 2012

Fair Value adjustment on 5.625% senior notes due 2015 [Member]

Dec. 31, 2013

4.125% senior notes due 2016 [Member]

Dec. 31, 2012

4.125% senior notes due 2016 [Member]

Dec. 31, 2011

4.125% senior notes due 2016 [Member]

Dec. 31, 2013

6.200% senior notes due 2017 [Member]

Dec. 31, 2012

6.200% senior notes due 2017 [Member]

Dec. 31, 2011

6.200% senior notes due 2017 [Member]

Dec. 31, 2013

7.000% senior notes due 2019 [Member]

Dec. 31, 2012

7.000% senior notes due 2019 [Member]

Dec. 31, 2011

7.000% senior notes due 2019 [Member]

Dec. 31, 2013

5.750% senior notes due 2021 [Member]

Dec. 31, 2012

5.750% senior notes due 2021 [Member]

Dec. 31, 2011

5.750% senior notes due 2021 [Member]

Dec. 31, 2013

4.625% Senior Notes Due 2023 [Member]

Dec. 31, 2012

4.625% Senior Notes Due 2023 [Member]

Dec. 31, 2011

4.625% Senior Notes Due 2023 [Member]

Dec. 31, 2013

Six Point One Two Five Percent Senior Notes Due Two Thousand Forty Three [Member]

Dec. 31, 2012

Six Point One Two Five Percent Senior Notes Due Two Thousand Forty Three [Member]

Dec. 31, 2011

Six Point One Two Five Percent Senior Notes Due Two Thousand Forty Three [Member]

Dec. 31, 2013

3-year term loan facility expires 2015 [Member]

Dec. 31, 2012

3-year term loan facility expires 2015 [Member]

Dec. 31, 2013

Other [Member]

Dec. 31, 2012

Other [Member]

Dec. 31, 2011

Other [Member]

Dec. 31, 2012

Fair Value, Measurements, Recurring [Member]

Dec. 31, 2012

Fair Value, Measurements, Recurring [Member]

Level 2

Long - term debt

Long term debt

$ 259

$ 274

$ 1

Debt Instrument, Fair Value Disclosure

148

350

299

394

600

187

300

496

249

274

^[1]

Maturity period of debt instrument

2,311

2,338

7 years

3 years

Analysis of movements on provisions for liabilities

5.625%

4.125%

6.20%

7.00%

5.75%

4.625%

6.125%

Analysis of interest expense

Total interest expense

$ 126

$ 128

$ 156

$ 0

$ 4

$ 2

$ 1

$ 0

$ 6

$ 0

$ 14

$ 12

$ 0

$ 15

$ 13

$ 10

$ 33

$ 38

$ 18

$ 21

$ 29

$ 23

$ 4

$ 0

$ 6

$ 0

$ 3

$ 8

^[2]

$ 19

[1]	Changes in the fair value of the underlying hedged debt instrument since inception of the hedging relationship are included in long-term debt.
[2]	In 2013, Other includes $nil (2012: $nil; 2011:$10 million ) relating to the write-off of unamortized debt issuance fees.

Debt (Details Textual) In Millions, unless otherwise specified	1 Months Ended	12 Months Ended							12 Months Ended						12 Months Ended		12 Months Ended					12 Months Ended		12 Months Ended		7 Months Ended	12 Months Ended			12 Months Ended													12 Months Ended
	Mar. 31, 2011 USD ($)	Dec. 31, 2013 USD ($)	Dec. 31, 2012 USD ($)	Dec. 31, 2011 USD ($)	Dec. 31, 2013 Senior Notes Due 2015 [Member] USD ($)	Dec. 31, 2013 Revolving Credit Facility [Member] USD ($)	Dec. 31, 2012 Revolving Credit Facility [Member] USD ($)	Dec. 31, 2013 Revolving $200 million credit facility [Member] USD ($)	Dec. 31, 2013 Revolving $20 million credit facility [Member]	Nov. 07, 2012 Revolving $20 million credit facility [Member] USD ($)	Dec. 31, 2013 Other Lines Credit Facility [Member] USD ($)	Dec. 31, 2012 Other Lines Credit Facility [Member] USD ($)	Dec. 31, 2013 4.625% Senior Notes Due 2023 [Member] USD ($)	Dec. 31, 2012 4.625% Senior Notes Due 2023 [Member] USD ($)	Dec. 31, 2013 5.625% senior notes due 2015 USD ($)	Dec. 31, 2012 5.625% senior notes due 2015 USD ($)	Dec. 31, 2013 Fair Value adjustment on 5.625% senior notes due 2015 [Member] USD ($)	Aug. 15, 2013 Fair Value adjustment on 5.625% senior notes due 2015 [Member] USD ($)	Dec. 31, 2012 Fair Value adjustment on 5.625% senior notes due 2015 [Member] USD ($)	Dec. 31, 2013 4.125% senior notes due 2016 [Member] USD ($)	Dec. 31, 2012 4.125% senior notes due 2016 [Member] USD ($)	Dec. 31, 2013 6.200% senior notes due 2017 [Member] USD ($)	Dec. 31, 2012 6.200% senior notes due 2017 [Member] USD ($)	Dec. 31, 2013 7.000% senior notes due 2019 [Member] USD ($)	Dec. 31, 2012 7.000% senior notes due 2019 [Member] USD ($)	Jul. 23, 2013 Seven Year Term Loan Facility [Member] USD ($)	Dec. 31, 2013 Seven Year Term Loan Facility [Member] USD ($)	Jul. 23, 2018 Seven Year Term Loan Facility [Member] USD ($)	Dec. 31, 2012 Seven Year Term Loan Facility [Member] USD ($)	Dec. 31, 2013 Revolving Credit Facility [Member] USD ($)	Jul. 23, 2013 Revolving Credit Facility [Member] USD ($)	Jul. 11, 2012 Revolving Credit Facility [Member] Revolving $2 Million credit facility [Member] USD ($)	Dec. 31, 2013 5.750% senior notes due 2021 [Member]	Dec. 31, 2013 Six Point One Two Five Percent Senior Notes Due Two Thousand Forty Three [Member] USD ($)	Dec. 31, 2012 Six Point One Two Five Percent Senior Notes Due Two Thousand Forty Three [Member] USD ($)	Dec. 31, 2013 China, Yuan Renminbi [Member] Revolving Credit Facility [Member] Revolving $2 Million credit facility [Member] JPY (¥)	Dec. 31, 2012 China, Yuan Renminbi [Member] Revolving Credit Facility [Member] Revolving $2 Million credit facility [Member] JPY (¥)	Jul. 11, 2012 China, Yuan Renminbi [Member] Revolving Credit Facility [Member] Revolving $2 Million credit facility [Member] USD ($)	Dec. 31, 2013 US, Dollar [Member] Revolving Credit Facility [Member] Revolving $2 Million credit facility [Member] USD ($)	Dec. 31, 2012 US, Dollar [Member] Revolving Credit Facility [Member] Revolving $2 Million credit facility [Member] USD ($)	Dec. 31, 2013 Fair Value Hedging [Member] Interest Rate Swaps [Member] USD ($)	Dec. 31, 2011 Fair Value Hedging [Member] Interest Rate Swaps [Member] USD ($)	Dec. 31, 2013 Interest Expense [Member] USD ($)	Dec. 31, 2012 Interest Expense [Member] USD ($)	Dec. 31, 2011 Interest Expense [Member] USD ($)
Debt (Textual) [Abstract]
Interest rate on debt					5.625%								4.625%		5.625%		5.625%			4.125%		6.20%		7.00%								110.00%	5.75%	6.125%
Settlement received on close out of interest rate swap		$ 13
Loss on extinguishment of debt		(60)	0	0
Payments of Debt Extinguishment Costs		65	0	0
Principal amount of specific notes tendered and accepted for purchase		525
Early Repayment of Senior Debt															202							206		113
Debt 5-year term loan																											259		274
Revolving credit facility								22		20	4	4																		800	500	2						15
Debt Instrument, Face Amount					350								250														300							275
Proceeds from Issuance of Medium-term Notes	800	522	0	794
Repayments of debt		536	15	911																							15
Fair value hedges															350
Revolving credit facility						0	0				0	0																								0	0		0	0
Interest of Loan facility Description									LIBOR plus 1.55% until 2014 and LIBOR plus 1.700% thereafter																		LIBOR plus 1.50%			LIBOR plus 1.50%
Facility expiration date									Nov. 06, 2015																	Dec. 16, 2016	Jul. 23, 2018
Outstanding Term Loan Facility Balance																										281
Final repayment for credit facility																												186
Excess of interest rate over LIBOR Year 2016		1.50%
Excess of interest rate over LIBOR Year One		1.70%
Excess of interest rate over LIBOR Thereafter		1.85%
Effective interest rate													4.696%																					6.154%
Write off of unamortized debt issuance costs associated with debt repurchase		2	0	23																																							0	0	10
Write Down Of The Fair Value Adjustment To The Carrying Value Of Senior Notes In Connection With Interest Rate Swap		7	0	0													7
Senior notes, outstanding balance													249	0	148	350	4	5	18	299	299	394	600	187	300									274	0
Make Whole On Repurchase And Redemption Of Senior Notes		0	0	158
Notional amount of interest rate swaps																																									$ 350	$ 350
Maturity date of interest rate swaps		Jul. 15, 2015

Provisions for Liabilities (Details) (USD $)
In Millions, unless otherwise specified

12 Months Ended

Dec. 31, 2013

Dec. 31, 2012

Dec. 31, 2011

Beginning Balance

$ 180

$ 196

Net provisions made during the year

Amounts transferred to provisions in year

Utilized in the year

(23)

(41)

Foreign currency translation adjustment

Ending Balance

206

180

196

Insurance recoveries recognized

^[1]

Claims, lawsuits and other proceedings

Analysis of movements on provisions for liabilities

Beginning Balance

152

^[2]

158

^[2]

Net provisions made during the year

^[2]

Amounts transferred to provisions in year

Utilized in the year

(17)

^[2]

(31)

^[2]

Foreign currency translation adjustment

^[2]

Ending Balance

164

^[2]

152

^[2]

Insurance recoveries recognized

Other provisions

Analysis of movements on provisions for liabilities

Beginning Balance

^[3]

Net provisions made during the year

^[3]

(2)

^[3]

Amounts transferred to provisions in year

Utilized in the year

(6)

^[3]

(10)

^[3]

Foreign currency translation adjustment

^[3]

Ending Balance

^[3]

Provision for vacant property

$ 10

$ 13

[1]	Insurance recovery, recorded in Other operating expenses, related to a previously disclosed fraudulent activity in Chicago, discussed above.
[2]	The claims, lawsuits and other proceedings provision includes E&O cases which represents management’s assessment of liabilities that may arise from asserted and unasserted claims for alleged errors and omissions that arise in the ordinary course of the Group’s business. Where some of the potential liability is recoverable under the Group’s external insurance arrangements, the full assessment of the liability is included in the provision with the associated insurance recovery shown separately as an asset. Insurance recoveries recognized at December 31, 2013 amounted to $nil (2012: $6 million).
[3]	The ‘Other’ category includes amounts relating to vacant property provisions of $10 million (2012: $13 million).

Commitments and Contingencies (Details) (USD $)
In Millions, unless otherwise specified

Dec. 31, 2013

Dec. 31, 2012

Dec. 31, 2011

Dec. 31, 2010

Capital Lease Obligations

$ 11

$ 0

Unrecognized Tax Benefits

5,263

414

1,186

1,108

Unrecognised tax benefits - net liability

2,555

Revolving $500 million credit facility [Member]

5-year term loan facility expires 2016 [Member]

274

220

Interest on term loan [Member]

5.625% senior notes due 2015

5.625%

148

148

Fair Value adjustment on 5.625% senior notes due 2015 [Member]

5.625%

4.125% senior notes due 2016 [Member]

4.125%

300

300

6.200% senior notes due 2017 [Member]

6.20%

394

394

7.000% senior notes due 2019 [Member]

7.00%

187

187

5.750% senior notes due 2021 [Member]

5.75%

500

500

4.625% Senior Notes Due 2023 [Member]

4.625%

250

250

Six Point One Two Five Percent Senior Notes Due Two Thousand Forty Three [Member]

6.125%

275

275

Interest on Senior Notes [Member]

1,011

115

209

146

541

Total debt and related interest [Member]

3,371

137

713

768

1,753

Operating leases [Member]

1,235

^[1]

131

^[1]

213

^[1]

167

^[1]

724

^[1]

Pensions [Member]

566

122

244

161

Other contractual obligations [Member]

^[2]

^[2]

^[2]

^[2]

Reclassification Adjustment out of Accumulated Other Comprehensive Income [Line Items]

$ 39

^[2]

[1]	Presented gross of sublease income.
[2]	Other contractual obligations include capital lease commitments, put option obligations and investment fund capital call obligations, the timing of which are included at the earliest point they may fall due.

Commitments and Contingencies (Details 1) (USD $) In Millions, unless otherwise specified	Dec. 31, 2013
Future minimum rental commitments under all non-cancellable operating lease agreements
2014	$ 414
Thereafter	2,555
Contractual Obligation	5,263
Gross rental commitments
Future minimum rental commitments under all non-cancellable operating lease agreements
2014	131
2015	114
2016	99
2017	88
2018	79
Thereafter	724
Contractual Obligation	1,235
Rentals from subleases
Future minimum rental commitments under all non-cancellable operating lease agreements
2014	(15)
2015	(14)
2016	(13)
2017	(12)
2018	(8)
Thereafter	(16)
Contractual Obligation	(78)
Net rental commitments
Future minimum rental commitments under all non-cancellable operating lease agreements
2014	116
2015	100
2016	86
2017	76
2018	71
Thereafter	708
Contractual Obligation	$ 1,157

Commitments and Contingencies (Details Textual) In Millions, unless otherwise specified	1 Months Ended	12 Months Ended			1 Months Ended		12 Months Ended	1 Months Ended	12 Months Ended															12 Months Ended								12 Months Ended
	Mar. 31, 2012	Dec. 31, 2013 USD ($)	Dec. 31, 2012 USD ($)	Dec. 31, 2011 USD ($)	Dec. 31, 2009 Trident V LP [Member] USD ($)	Jul. 31, 2010 Trident V Parallel Fund [Member] USD ($)	Dec. 31, 2013 Trident V Parallel Fund [Member] USD ($)	May 31, 2011 Dowling Capital Partners I [Member] USD ($)	Dec. 31, 2013 Dowling Capital Partners I [Member] USD ($)	Dec. 31, 2013 Nashville property [Member] USD ($)	Dec. 31, 2012 Nashville property [Member] USD ($)	Jul. 02, 2009 Troice [Member] USD ($)	Aug. 06, 2009 Canabal [Member] USD ($)	Sep. 14, 2009 Rupert [Member] USD ($)	Sep. 16, 2010 Casanova [Member] USD ($)	Mar. 11, 2011 Rishmague [Member] USD ($)	Feb. 08, 2013 MacArthur [Member] USD ($)	Feb. 14, 2013 Barbar [Member] USD ($)	Feb. 14, 2013 de Gadala-Maria [Member] USD ($)	Feb. 14, 2013 Ranni et ano [Member] USD ($)	Feb. 14, 2013 Tisminesky [Member] USD ($)	Feb. 14, 2013 Zacarias [Member] USD ($)	Feb. 14, 2013 Janvey [Member] USD ($)	Dec. 31, 2013 UK Pension Benefits USD ($)	Dec. 31, 2013 London headquarters building [Member] USD ($)	Dec. 31, 2012 London headquarters building [Member] USD ($)	Dec. 31, 2011 London headquarters building [Member] USD ($)	Dec. 31, 2013 Revolving Credit Facility [Member] USD ($)	Jul. 23, 2013 Revolving Credit Facility [Member] USD ($)	Dec. 31, 2013 Revolving Credit Facility Two and Three [Member] USD ($)	Dec. 31, 2013 5-year term loan facility expires 2016 [Member] USD ($)	Dec. 31, 2013 United Kingdom, Pounds GBP (£)	Dec. 31, 2013 US, Dollar [Member] USD ($)	Jul. 11, 2012 Revolving $2 Million credit facility [Member] Revolving Credit Facility [Member] USD ($)	Dec. 31, 2013 Revolving $2 Million credit facility [Member] China, Yuan Renminbi [Member] Revolving Credit Facility [Member] JPY (¥)	Dec. 31, 2012 Revolving $2 Million credit facility [Member] China, Yuan Renminbi [Member] Revolving Credit Facility [Member] JPY (¥)	Jul. 11, 2012 Revolving $2 Million credit facility [Member] China, Yuan Renminbi [Member] Revolving Credit Facility [Member] USD ($)	Dec. 31, 2013 Revolving $2 Million credit facility [Member] US, Dollar [Member] Revolving Credit Facility [Member] USD ($)	Dec. 31, 2012 Revolving $2 Million credit facility [Member] US, Dollar [Member] Revolving Credit Facility [Member] USD ($)
Line of Credit Facility [Abstract]
Line of Credit Facility, Amount Outstanding																																			¥ 0	¥ 0		$ 0	$ 0
Remaining credit facility																														22
Revolving credit facility																												800	500					2			15
Total repayments on the 5-year term loan due over the next 12 months																															15
Operating Leases [Abstract]
Term of operating lease																									25 years
Gross rental commitments																									719	730
Annual rentals per year		141	135	127																					36	32
Subleased premises																									29.00%	29.00%
Term of sublease																									15 years
Amount received from sublease																									66	76	82
Compensation and Retirement Disclosure [Abstract]
Expected contribution to defined pension plan for the full year 2012		122																						83
Loss Contingency [Abstract]
Capital contributions		7	7	5			15		4
Other contractual obligations										63	53
Capital commitments					25	25		10
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
Defined Contribution Plan, On-going Contribution, Percent	15.90%
Defined Benefit Plan, On-going Contribution, Funding Deficit		60
Contingent Pension Commitment Profit		20.00%
Earnings Before Interest Tax Depreciation and Amortization		900
Contingent Pension Commitment Exceptional Shareholder Returns		10.00%
Maximum Contributions Payable																																312	517
Defined Benefit Contributions salary sacrifice next fiscal year																								12
Original non cancellable lease term		Original non-cancellable lease terms typically are between 10 and 20 years
Rental income from subleases		15	17	18
Operating lease obligations subject to guarantees		828	829
Capital Lease Obligations		11	0
Guarantees to bankers and other third parties		11	10
Amount payable from options		12	19
Defined Benefit Plan, On-going Contribution, Pensionable Salary		$ 23

Accumulated Other Comprehensive Loss, Net of Tax (Other Comprehensive Income (Loss)) (Details) (USD $) In Millions, unless otherwise specified	12 Months Ended
	Dec. 31, 2013	Dec. 31, 2012	Dec. 31, 2011
Accumulated Other Comprehensive Income (Loss) [Line Items]
Foreign currency translation adjustments, Before tax amount	$ 20	$ 46	$ (29)
Foreign currency translation adjustments, Tax	0	0	0
Foreign currency translation adjustment, Net of tax amount	20	46	(29)
Foreign currency translation on pension funding adjustments, Before tax amount	(15)	(31)	8
Foreign currency translation on pension funding adjustments, Tax	5	9	0
Foreign currency translation on pension funding adjustments, Net of tax amount	(10)	(22)	8
Net actuarial (loss) gain, Before tax amount	83	(203)	(303)
Net actuarial (loss) gain, Tax	2	36	95
Net actuarial (loss) gain, Net of tax amount	85	(167)	(208)
Prior service gain, Before tax amount	0	0	10
Prior service gain, Tax	0	0	(3)
Prior service gain, Net of tax amount	0	0	7
Amortization of unrecognized actuarial loss, Before tax amount	55	47	34
Amortization of unrecognized actuarial loss, Tax	(9)	(9)	(9)
Amortization of unrecognized actuarial loss, Net of tax amount	46	38	25
Amortization of unrecognized prior service gain, Before tax amount	(5)	(6)	(5)
Amortization of unrecognized prior service gain, Tax	1	1	1
Amortization of unrecognized prior service gain, Net of tax amount	(4)	(5)	(4)
Pension funding adjustments, Before tax amount	118	(193)	(256)
Pension funding adjustments, Tax	(1)	37	84
Pension funding adjustments, Net of tax amount	(117)	156	172
Gain on derivatives (effective element), Before tax amount	23	11	12
Reclassification adjustment on derivatives, Net of tax amount	3	7	15
Derivative instruments adjustment, Before tax amount	25	5	(5)
Derivative instruments adjustment, Tax	(5)	(1)	2
Derivative instruments adjustment, net of tax	20	4	(3)
Other comprehensive income, Before tax amount	163	(142)	(290)
Other comprehensive income, Tax	(6)	36	86
Other comprehensive income (loss), net of tax	157	(106)	(204)
Less: Other comprehensive income attributable to noncontrolling interests, Before tax amount	0	0	1
Less: Other comprehensive income attributable to noncontrolling interests, Tax	0	0	0
Less: Other comprehensive income attributable to noncontrolling interests, Net of tax amount	0	0	1
Other comprehensive income attributable to Willis Group Holdings, Before tax amount	163	(142)	(289)
Other comprehensive income attributable to Willis Group Holdings, Tax	(6)	36	86
Comprehensive income attributable to Willis Group Holdings, Net of tax amount	157	(106)	(203)
Interest Rate Swaps [Member]
Accumulated Other Comprehensive Income (Loss) [Line Items]
Gain on derivatives (effective element), Before tax amount	0	3	13
Gain on derivatives (effecitve element), Tax	0	(1)	(3)
Gain on derivatives (effecitve element), Net of tax amount	0	2	10
Reclassification adjustment on derivatives, Before tax amount	(5)	(5)	(14)
Reclassification adjustment on derivatives, Tax	1	1	4
Reclassification adjustment on derivatives, Net of tax amount	4	4	10
Forward Exchange Contracts [Member]
Accumulated Other Comprehensive Income (Loss) [Line Items]
Gain on derivatives (effective element), Before tax amount	10	11	3
Gain on derivatives (effecitve element), Tax	(2)	(2)	(1)
Gain on derivatives (effecitve element), Net of tax amount	8	9	2
Reclassification adjustment on derivatives, Before tax amount	1	(4)	(7)
Reclassification adjustment on derivatives, Tax	0	1	2
Reclassification adjustment on derivatives, Net of tax amount	(1)	3	5
Treasury Lock [Member]
Accumulated Other Comprehensive Income (Loss) [Line Items]
Gain on derivatives (effective element), Before tax amount	19	0	0
Gain on derivatives (effecitve element), Tax	(4)	0	0
Gain on derivatives (effecitve element), Net of tax amount	$ 15	$ 0	$ 0

Accumulated Other Comprehensive Loss, Net of Tax (Accumuulated Other Comprehensive Loss) (Details) (USD $) In Millions, unless otherwise specified	12 Months Ended
	Dec. 31, 2013	Dec. 31, 2012	Dec. 31, 2011
Net foreign currency translation adjustment
Net foreign currency translation adjustment, beginning balance	$ (34)	$ (80)	$ (52)
Net foreign currency translation adjustment, Other comprehensive (loss) income before reclassifications	20	46	(28)
Net foreign currency translation adjustment, Amounts reclassified from accumulated other comprehensive income	0	0	0
Net foreign currency translation adjustment, Net current year other comprehensive income (loss), net of tax and noncontrolling interest	20	46	(28)
Net foreign currency translation adjustment, ending balance	(14)	(34)	(80)
Pension funding adjustment
Pension funding adjustment, beginning balance	(831)	(675)	(503)
Pension funding adjustment, Other comprehensive (loss) income before reclassifications	75	(189)	(193)
Pension funding adjustment, Amounts reclassified from accumulated other comprehensive income	42	33	21
Pension funding adjustment, Net current year other comprehensive income (loss), net of tax and noncontrolling interest	117	(156)	(172)
Pension funding adjustment, ending balance	(714)	(831)	(675)
Net unrealized gain on derivative instruments
Net unrealized gain on derivative instruments, beginning balance	15	11	14
Net unrealized gain on derivative instruments, Other comprehensive (loss) income before reclassifications	23	11	12
Net unrealized gain on derivative instruments, Amounts reclassified from accumulated other comprehensive income	(3)	(7)	(15)
Net unrealized gain on derivative instruments, Net current year other comprehensive income (loss), net of tax and noncontrolling interest	20	4	(3)
Net unrealized gain on derivative instruments, ending balance	35	15	11
Total
Accumulated other comprehensive loss, net of tax, beginning balance	(850)	(744)	(541)
Accumulated other comprehensive loss, net of tax, Other comprehensive (loss) income before reclassifications	118	(132)	(209)
Accumulated other comprehensive loss, net of tax, Amounts reclassified from accumulated other comprehensive income	39	26	6
Accumulated other comprehensive loss, net of tax, Net current year other comprehensive income (loss), net of tax and noncontrolling interest	157	(106)	(203)
Accumulated other comprehensive loss, net of tax, ending balance	$ (693)	$ (850)	$ (744)

Accumulated Other Comprehensive Loss, Net of Tax (Reclassification from AOCI) (Details) (USD $)
In Millions, unless otherwise specified

3 Months Ended

12 Months Ended

Dec. 31, 2013

Sep. 30, 2013

Jun. 30, 2013

Mar. 31, 2013

Dec. 31, 2012

Sep. 30, 2012

Jun. 30, 2012

Mar. 31, 2012

Dec. 31, 2013

Dec. 31, 2012

Dec. 31, 2011

Prior service gain

$ (5)

$ (6)

$ (5)

Net actuarial loss

Total income tax

(122)

(101)

(32)

Reclassification Adjustment out of Accumulated Other Comprehensive Income [Line Items]

(27)

107

223

(801)

110

232

377

(433)

220

Reclassification out of AOCI [Member]

Reclassification Adjustment out of Accumulated Other Comprehensive Income [Line Items]

Reclassification out of AOCI [Member] | Gains and Losses on Cash Flow Hedges [Member]

Total before tax

(4)

(9)

(21)

Total income tax

Reclassification Adjustment out of Accumulated Other Comprehensive Income [Line Items]

(3)

(7)

(15)

Reclassification out of AOCI [Member] | Gains and Losses on Cash Flow Hedges [Member] | Interest Rate Swaps [Member]

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

(5)

^[1]

(5)

^[1]

(14)

^[1]

Reclassification out of AOCI [Member] | Gains and Losses on Cash Flow Hedges [Member] | Forward Contracts [Member]

Reclassification Adjustment out of Accumulated Other Comprehensive Income [Line Items]

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

^[1]

(4)

^[1]

(7)

^[1]

Reclassification out of AOCI [Member] | Amortization of Defined Benefit Pension Items [Member]

Reclassification Adjustment out of Accumulated Other Comprehensive Income [Line Items]

Prior service gain

(5)

(6)

(5)

(8)

$ 42

$ 33

$ 21

[1]	OCI means other comprehensive income.

Equity and Noncontrolling Interests (Details) (USD $)
In Millions, except Share data, unless otherwise specified

3 Months Ended

12 Months Ended

Dec. 31, 2013

Sep. 30, 2013

Jun. 30, 2013

Mar. 31, 2013

Dec. 31, 2012

Sep. 30, 2012

Jun. 30, 2012

Mar. 31, 2012

Dec. 31, 2013

Dec. 31, 2012

Dec. 31, 2011

Equity and noncontrolling interests

Balance, beginning of year, noncontrolling interest

$ 1,699

Other comprehensive income (loss), net of tax:

1,725

2,517

1,725

2,517

2,608

Net Income (Loss) Attributable to Parent

(27)

105

219

(805)

108

225

365

(446)

204

Net income

Other comprehensive (loss) income, net of tax

(27)

107

223

(801)

110

232

377

(433)

220

157

(106)

(203)

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

(1)

Other comprehensive (loss) income, net of tax

157

(106)

(204)

Comprehensive income

522

(552)

Comprehensive income attributable noncontrolling interest

Comprehensive (loss) income

534

(539)

Additional paid-in capital

(207)

(198)

(195)

195

Purchase of subsidiary shares from noncontrolling interests, net

^[1]

(100)

^[1]

(4)

(39)

Noncontrolling Interest, Increase from Sale of Parent Equity Interest

Balance, end of year, noncontrolling interest

2,215

1,699

2,215

1,699

Average price of repurchased shares

2,243

1,725

2,243

1,725

2,517

$ 35.87

Common Stock [Member]

Number of shares repurchased in the period

2,796,546

Willis Group Holdings shareholders [Member]

Equity and noncontrolling interests

1,699

2,486

1,699

2,486

2,577

Other comprehensive income (loss), net of tax:

1,699

2,486

1,699

2,486

Net Income (Loss) Attributable to Parent

365

(446)

204

Other comprehensive (loss) income, net of tax

157

Comprehensive income

522

Additional paid-in capital

(197)

(187)

(180)

195

Purchase of subsidiary shares from noncontrolling interests, net

(100)

(4)

(31)

Noncontrolling Interest, Increase from Sale of Parent Equity Interest

2,215

1,699

2,215

1,699

2,486

Balance, beginning of year, noncontrolling interest

2,215

1,699

2,215

1,699

2,486

Noncontrolling Interest [Member]

Equity and noncontrolling interests

Other comprehensive income (loss), net of tax:

Net income

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

(1)

Comprehensive income attributable noncontrolling interest

Purchase of subsidiary shares from noncontrolling interests, net

(10)

(11)

(15)

(8)

Noncontrolling Interest, Increase from Sale of Parent Equity Interest

Balance, end of year, noncontrolling interest

$ 28

$ 26

$ 28

$ 26

$ 31

[1]	Based on settlement date the Company repurchased 2,796,546 shares at an average price of $35.87 in 2012.

Equity and Noncontrolling Interests (Details 1) (USD $) In Millions, unless otherwise specified	3 Months Ended								12 Months Ended
	Dec. 31, 2013	Sep. 30, 2013	Jun. 30, 2013	Mar. 31, 2013	Dec. 31, 2012	Sep. 30, 2012	Jun. 30, 2012	Mar. 31, 2012	Dec. 31, 2013	Dec. 31, 2012	Dec. 31, 2011
Net Income (Loss) Attributable to Parent	$ 68	$ (27)	$ 105	$ 219	$ (805)	$ 26	$ 108	$ 225	$ 365	$ (446)	$ 204
Transfers from Noncontrolling Interest:
Decrease in Willis Group Holdings’ paid-in capital for purchase of noncontrolling interest									(4)	(31)	0
Increase in Willis Group Holdings’ paid-in capital for sale of noncontrolling interest									0	2	0
Net transfers from noncontrolling interests									(4)	(29)	0
Change from net income attributable to Willis Group Holdings and transfers from noncontrolling interests									361	(475)	204
Willis Group Holdings shareholders [Member]
Net Income (Loss) Attributable to Parent									$ 365	$ (446)	$ 204

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

Derivatives in cash flow hedging relationships [Abstract]

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

-Publisher SEC

-Name Regulation S-X (SX)

-Number 210

-Section 04

-Paragraph 20

-Article 9

Reference 2: 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=31042434&loc=d3e3602-108585

Reference 3: 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 4: 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 5: 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 6: 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 7: http://www.xbrl.org/2003/role/presentationRef

-Publisher FASB

-Name Accounting Standards Codification

-Topic 225

-SubTopic 10

-Section S99

-Paragraph 2

-Subparagraph (SX 210.5-03.18)

-URI http://asc.fasb.org/extlink&oid=26872669&loc=d3e20235-122688

Reference 8: 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 9: 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=28358780&loc=d3e565-108580

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

-Publisher SEC

-Name Regulation S-X (SX)

-Number 210

-Section 03

-Paragraph 19

-Article 5

+ Details

Supplemental Disclosures of Cash Flow Information (Details) (USD $) In Millions, unless otherwise specified	12 Months Ended
	Dec. 31, 2013	Dec. 31, 2012	Dec. 31, 2011
Supplemental disclosures of cash flow information:
Cash payments for income taxes, net	$ 61	$ 63	$ 15
Cash payments for interest	117	118	128
Supplemental disclosures of non-cash flow investing and financing activities:
Write-off of unamortized debt issuance costs	(2)	0	(23)
Write Down Of The Fair Value Adjustment To The Carrying Value Of Senior Notes In Connection With Interest Rate Swap	7	0	0
Assets acquired under capital leases	7	2	0
Deferred payments on acquisitions of subsidiaries	2	4	6
Acquisitions:
Fair value of assets acquired	47	23	6
Less:
Liabilities assumed	30	3	3
Cash acquired	1	0	3
Net assets acquired, net of cash acquired	$ 16	$ 20	$ 0

Derivative Financial Instruments and Hedging Activities (Details 2) (USD $) In Millions, unless otherwise specified	Dec. 31, 2013	Dec. 31, 2012	Jun. 30, 2012 Interest Rate Swaps [Member] Cash Flow Hedging [Member]	Dec. 31, 2013 Interest Rate Swaps [Member] Other Assets [Member] Fair Value Hedging [Member]	Dec. 31, 2012 Interest Rate Swaps [Member] Other Assets [Member] Fair Value Hedging [Member]	Dec. 31, 2013 Forward Contracts [Member] Other Assets [Member]	Dec. 31, 2012 Forward Contracts [Member] Other Assets [Member]	Dec. 31, 2013 Forward Contracts [Member] Other Liabilities [Member]	Dec. 31, 2012 Forward Contracts [Member] Other Liabilities [Member]
Assets:
Derivative assets financial and hedging instruments, fair value	$ 23	$ 31	$ 16	$ 0	$ 22	$ 23	$ 9
Liabilities:
Derivative liabilities financial and hedging instruments, fair value	$ 2	$ 0						$ 2	$ 0

Derivative Financial Instruments and Hedging Activities (Details 3) (Cash Flow Hedging [Member], USD $)
In Millions, unless otherwise specified

12 Months Ended

3 Months Ended

12 Months Ended

Dec. 31, 2013

Dec. 31, 2012

Dec. 31, 2011

Dec. 31, 2013

Interest Rate Swaps [Member]

Dec. 31, 2012

Interest Rate Swaps [Member]

Dec. 31, 2011

Interest Rate Swaps [Member]

Dec. 31, 2013

Interest Rate Swaps [Member]

Investment Income [Member]

Dec. 31, 2012

Interest Rate Swaps [Member]

Investment Income [Member]

Dec. 31, 2011

Interest Rate Swaps [Member]

Investment Income [Member]

Dec. 31, 2013

Interest Rate Swaps [Member]

Other Operating Expense [Member]

Dec. 31, 2012

Interest Rate Swaps [Member]

Other Operating Expense [Member]

Dec. 31, 2011

Interest Rate Swaps [Member]

Other Operating Expense [Member]

Sep. 30, 2013

Treasury Lock [Member]

Dec. 31, 2013

Treasury Lock [Member]

Dec. 31, 2013

Treasury Lock [Member]

Interest Expense [Member]

Dec. 31, 2013

Forward Contracts [Member]

Dec. 31, 2012

Forward Contracts [Member]

Dec. 31, 2011

Forward Contracts [Member]

Dec. 31, 2013

Forward Contracts [Member]

Other Operating Expense [Member]

Dec. 31, 2012

Forward Contracts [Member]

Other Operating Expense [Member]

Dec. 31, 2011

Forward Contracts [Member]

Other Operating Expense [Member]

Dec. 31, 2013

Forward Contracts [Member]

Interest Expense [Member]

Dec. 31, 2012

Forward Contracts [Member]

Interest Expense [Member]

Dec. 31, 2011

Forward Contracts [Member]

Interest Expense [Member]

Amount of gain (loss) recognized in OCI on derivative (effective element)

$ 29

^[1]

$ 3

^[1]

$ 16

^[1]

$ 0

^[1]

$ 14

^[1]

$ 13

^[1]

$ 19

^[1]

$ 19

^[1]

$ 10

^[1]

$ 11

^[1]

$ 3

^[1]

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

(4)

^[1]

(9)

^[1]

(21)

^[1]

(5)

^[1]

(5)

^[1]

(14)

^[1]

(4)

^[1]

(7)

^[1]

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

$ 3

$ 1

$ (2)

$ 0

$ 2

$ 1

$ (2)

[1]	OCI means other comprehensive income.

Derivative Financial Instruments and Hedging Activities (Details 4) (Interest Rate Swaps [Member], USD $) In Millions, unless otherwise specified	12 Months Ended
	Dec. 31, 2013	Dec. 31, 2012	Dec. 31, 2011
Derivative Instruments, Gain (Loss) [Line Items]
Change in unrecognized Gain (Loss) From Derivatives No Longer In Fair Value Hedging Relationships	$ (5)	$ 0	$ 0
Amortization Of Prior Loss Recognized On Item No Longer In Hedging Relationship	14	0	0
Derivative in fair value hedging relationships [Abstract]
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
Ineffectiveness recognized in interest expense	(9)	0	0
Fair Value Hedging [Member]
Derivative in fair value hedging relationships [Abstract]
(Loss) gain recognized for derivative	0	(3)	7
Gain (loss) recognized for hedged item	0	2	(8)
Ineffectiveness recognized in interest expense	$ 0	$ 1	$ 1

Derivative Financial Instruments and Hedging Activities (Details Textual) (USD $)
In Millions, unless otherwise specified

12 Months Ended

3 Months Ended

12 Months Ended

3 Months Ended

12 Months Ended

Dec. 31, 2013

Dec. 31, 2012

Dec. 31, 2011

Dec. 31, 2013

Senior Notes [Member]

Dec. 31, 2013

Senior Notes Due 2015 [Member]

Dec. 31, 2013

Seven Year Term Loan Facility [Member]

Dec. 31, 2013

Revolving credit facility [Member]

Dec. 31, 2012

Revolving credit facility [Member]

Dec. 31, 2013

Revolving $200 million credit facility [Member]

Dec. 31, 2013

Currency Swap [Member]

Dec. 31, 2012

Currency Swap [Member]

Dec. 31, 2013

Cash Flow Hedging [Member]

Interest Rate Swaps [Member]

Dec. 31, 2012

Cash Flow Hedging [Member]

Interest Rate Swaps [Member]

Jun. 30, 2012

Cash Flow Hedging [Member]

Interest Rate Swaps [Member]

Sep. 30, 2013

Cash Flow Hedging [Member]

Treasury Lock [Member]

Dec. 31, 2013

Fair Value Hedging [Member]

Interest Rate Swaps [Member]

Dec. 31, 2011

Fair Value Hedging [Member]

Interest Rate Swaps [Member]

Dec. 31, 2013

Other Assets [Member]

Fair Value Hedging [Member]

Interest Rate Swaps [Member]

Dec. 31, 2012

Other Assets [Member]

Fair Value Hedging [Member]

Interest Rate Swaps [Member]

Dec. 31, 2013

4.625% Senior Notes Due 2023 [Member]

Dec. 31, 2012

4.625% Senior Notes Due 2023 [Member]

Dec. 31, 2013

Six Point One Two Five Percent Senior Notes Due Two Thousand Forty Three [Member]

Dec. 31, 2012

Six Point One Two Five Percent Senior Notes Due Two Thousand Forty Three [Member]

Dec. 31, 2013

Fair Value adjustment on 5.625% senior notes due 2015 [Member]

Aug. 15, 2013

Fair Value adjustment on 5.625% senior notes due 2015 [Member]

Dec. 31, 2012

Fair Value adjustment on 5.625% senior notes due 2015 [Member]

Dec. 31, 2013

Cash Flow Hedging [Member]

Dec. 31, 2012

Cash Flow Hedging [Member]

Dec. 31, 2011

Cash Flow Hedging [Member]

Dec. 31, 2013

Cash Flow Hedging [Member]

Interest Rate Swaps [Member]

Dec. 31, 2012

Cash Flow Hedging [Member]

Interest Rate Swaps [Member]

Dec. 31, 2011

Cash Flow Hedging [Member]

Interest Rate Swaps [Member]

Sep. 30, 2013

Cash Flow Hedging [Member]

Treasury Lock [Member]

Dec. 31, 2013

Cash Flow Hedging [Member]

Treasury Lock [Member]

Dec. 31, 2013

Cash Flow Hedging [Member]

Interest Expense [Member]

Treasury Lock [Member]

Derivative Instruments, Gain (Loss) [Line Items]

Derivative Instruments, Gain (Loss) Recognized in Other Comprehensive Income (Loss), Effective Portion, Net

$ 29

^[1]

$ 3

^[1]

$ 16

^[1]

$ 0

^[1]

$ 14

^[1]

$ 13

^[1]

$ 19

^[1]

$ 19

^[1]

Net derivative (gains) reclassified from accumulated comprehensive income into earnings within the next twelve months

Derivative Instruments, Gain (Loss) Recognized in Income, Ineffective Portion and Amount Excluded from Effectiveness Testing, Net

(2)

Derivative Financial Instruments and Hedging Activities (Textual) [Abstract]

Offer to repurchase 5.125% senior notes due July 2010

2,054

350

250

275

Percentage of loan notes

5.625%

4.625%

6.125%

5.625%

5-year term loan facility balance

274

Maturity period of term loan

7 years

Revolving credit facility

Revolving credit facilities available

Description of variable rate basis

LIBOR

Basis spread on variable rate

1.50%

Derivative Asset, Fair Value, Gross Asset

Derivative, Notional Amount

228

350

Settlement received on close out of interest rate swap

Gain on derivative

Write Down Of The Fair Value Adjustment To The Carrying Value Of Senior Notes In Connection With Interest Rate Swap

Expected gain to be recognized in income, next fiscal year

Maturity date of interest rate swaps

$ 249

$ 0

$ 274

$ 0

$ 4

$ 5

$ 18

Jul. 15, 2015

[1]	OCI means other comprehensive income.

Fair Value Measurement (Details) (Fair Value, Measurements, Recurring [Member], USD $)
In Millions, unless otherwise specified

Dec. 31, 2013

Dec. 31, 2012

$ 796

$ 500

1,662

1,796

2,481

2,327

^[1]

Quoted prices in active markets for identical assets Level 1 [Member]

796

500

1,662

1,796

2,458

2,296

^[1]

Significant other observable inputs Level 2 [Member]

^[1]

Significant other unobservable inputs Level 3 [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, after the effects of master netting arrangements, of a financial asset or other contract with one or more underlyings, notional amount or payment provision or both, and the contract can be net settled by means outside the contract or delivery of an asset. Includes assets not subject to a master netting arrangement and not elected to be offset.

+ References+ Details

Fair value, after the effects of master netting arrangements, of a financial liability or contract with one or more underlyings, notional amount or payment provision or both, and the contract can be net settled by means outside the contract or delivery of an asset. Includes assets not subject to a master netting arrangement and not elected to be offset.

+ References+ Details

Fair Value Measurements Fair Value Measurements (Details 2) (USD $) In Millions, unless otherwise specified	Dec. 31, 2013	Dec. 31, 2012
Liabilities [Abstract]
Shot-term debt	$ 15	$ 15
Long-term debt	2,311	2,338
Carrying Amount [Member]
Assets [Abstract]
Derivative financial instruments	23	31
Liabilities [Abstract]
Shot-term debt	15	15
Long-term debt	2,311	2,338
Derivative financial instruments	2	0
Fair Value [Member]
Assets [Abstract]
Derivative financial instruments	23	31
Liabilities [Abstract]
Short-term debt, Fair Value	15	15
Long-term debt, Fair Value	2,444	2,576
Derivative financial instruments	$ 2	$ 0

+ References+ Details

+ References+ Details

Fair Value Measurements Fair Value Measurements (Details 3) (USD $) In Millions, unless otherwise specified				12 Months Ended
	Dec. 31, 2013	Dec. 31, 2012	Dec. 31, 2011	Dec. 31, 2013 Level 3
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Asset impairment charges				$ 492
Goodwill, fair value	2,838	2,827	3,295	1,782
Goodwill, carry value				$ 1,290

Segment Information (Details) (USD $)
In Millions, unless otherwise specified

3 Months Ended

12 Months Ended

Dec. 31, 2013

Sep. 30, 2013

Jun. 30, 2013

Mar. 31, 2013

Dec. 31, 2012

Sep. 30, 2012

Jun. 30, 2012

Mar. 31, 2012

Dec. 31, 2013

Dec. 31, 2012

Dec. 31, 2011

$ 3,633

$ 3,458

$ 3,414

919

795

890

1,051

871

754

842

1,013

3,655

3,480

3,447

149

138

142

685

(209)

566

International [Member]

1,068

1,028

1,027

1,078

1,038

1,042

181

183

221

North America [Member]

1,377

1,306

1,314

1,386

1,313

1,323

269

240

271

Global [Member]

1,188

1,124

1,073

1,191

1,129

1,082

334

372

352

Total Retail [Member]

2,445

2,334

2,341

2,464

2,351

2,365

450

423

492

Total Operating Segments [Member]

3,633

3,458

3,414

3,655

3,480

3,447

784

795

844

Corporate [Member]

^[1]

$ (99)

^[1]

$ (1,004)

^[1]

$ (278)

^[1]

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

Amortization of intangible assets

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.

+ References+ Details

Segment Information (Details 1) (USD $)
In Millions, unless otherwise specified

12 Months Ended

Dec. 31, 2013

Dec. 31, 2012

Dec. 31, 2011

Corporate and other information

$ (55)

$ (59)

$ (68)

Additional incentive accrual, change in remuneration policy

^[1]

(252)

^[1]

Write off of unamortized cash retention awards

^[2]

(200)

^[2]

Goodwill and intangible asset impairment

^[3]

(492)

^[3]

Joint venture settlement

^[4]

(11)

^[4]

Insurance recoveries

^[5]

Write-off of uncollectible accounts receivable

Net gain (loss) on disposal of operations

(3)

Operational Review

(29)

OPERATING (LOSS) INCOME

685

(209)

566

All Other Segments [Member]

Corporate and other information

Amortization of intangible assets

(55)

(59)

(68)

Write-off of uncollectible accounts receivable

^[6]

(13)

^[6]

(22)

^[6]

Net gain (loss) on disposal of operations

^[4]

(3)

^[4]

Foreign exchange hedging

Foreign exchange gain (loss) on the UK pension plan asset

(1)

Operational Review

(180)

FSA regulatory settlement

(11)

Expense Reduction Initiative

(46)

(1)

^[7]

Other

(10)

^[8]

(6)

^[8]

Corporate [Member]

Corporate and other information

OPERATING (LOSS) INCOME

$ (99)

^[9]

$ (1,004)

^[9]

$ (278)

^[9]

[1]	Additional incentive accrual recognized following the replacement of annual incentive awards with annual cash bonuses which will not feature a repayment requirement.
[2]	Write-off of unamortized cash retention award debtor following the decision to eliminate the repayment requirement on past awards.
[3]	Non-cash charge recognized related to the impairment of the carrying value of the North America reporting unit's goodwill.
[4]	$11 million settlement with former partners related to the termination of a joint venture arrangement in India. In addition, a $1 million loss on disposal of operations was recorded related to the termination.
[5]	Insurance recovery, recorded in Other operating expenses, related to a previously disclosed fraudulent activity in Chicago, discussed above.
[6]	In early 2012 the Company identified an uncollectible accounts receivable balance of approximately $28 million in Chicago due to fraudulent overstatements of Commissions and fees. For the year ended December 31, 2011, the Company recorded an estimate of the misstatement of Commissions and fees from prior periods by recognizing in the fourth quarter of 2011 a $22 million charge to Other operating expenses to write off the uncollectible receivable at January 1, 2011. The Company concluded its internal investigation into these matters in the three months ended March 31, 2012 and identified an additional $12 million in fraudulent overstatement of Commissions and fees, and has corrected the additional misstatement by recognizing a $13 million charge (including legal expenses) to Other operating expenses in the first quarter of 2012. The above amount represents the additional charge taken.
[7]	$1 million of fees associated with the extinguishment of debt completed on August 15, 2013.
[8]	Other includes $7 million (2012: $7 million, 2011: $12 million) from the release of funds and reserves related to potential legal liabilities.
[9]	See the following table for an analysis of the ‘Corporate and other’ line.

Segment Information (Details 2) (USD $) In Millions, unless otherwise specified	12 Months Ended
	Dec. 31, 2013	Dec. 31, 2012	Dec. 31, 2011
Total consolidated operating income
Total consolidated operating income	$ 685	$ (209)	$ 566
Make-whole on repurchase and redemption of senior notes and write-off of unamortized debt issuance costs	0	0	(171)
Loss on extinguishment of debt	(60)	0	0
Interest expense	(126)	(128)	(156)
Income (loss) from continuing operations before income taxes and interest in earnings of associates	$ 499	$ (337)	$ 239

Segment Information (Details 3) (USD $) In Millions, unless otherwise specified	3 Months Ended								12 Months Ended
	Dec. 31, 2013	Sep. 30, 2013	Jun. 30, 2013	Mar. 31, 2013	Dec. 31, 2012	Sep. 30, 2012	Jun. 30, 2012	Mar. 31, 2012	Dec. 31, 2013	Dec. 31, 2012	Dec. 31, 2011
Commissions and fees:
Retail insurance services									$ 2,445	$ 2,334	$ 2,341
Specialty insurance services									1,188	1,124	1,073
Total commissions and fees									3,633	3,458	3,414
Investment income									15	18	31
Other income									7	4	2
Total Revenues	919	795	890	1,051	871	754	842	1,013	3,655	3,480	3,447
International [Member]
Commissions and fees:
Retail insurance services									1,068	1,028	1,027
Total commissions and fees									1,068	1,028	1,027
Investment income									10	10	15
Total Revenues									1,078	1,038	1,042
North America [Member]
Commissions and fees:
Retail insurance services									1,377	1,306	1,314
Total commissions and fees									1,377	1,306	1,314
Investment income									2	3	7
Other income									7	4	2
Total Revenues									1,386	1,313	1,323
Global [Member]
Commissions and fees:
Specialty insurance services									1,188	1,124	1,073
Total commissions and fees									1,188	1,124	1,073
Investment income									3	5	9
Total Revenues									$ 1,191	$ 1,129	$ 1,082

Segment Information (Details 4) (USD $)
In Millions, unless otherwise specified

3 Months Ended

12 Months Ended

Dec. 31, 2013

Sep. 30, 2013

Jun. 30, 2013

Mar. 31, 2013

Dec. 31, 2012

Sep. 30, 2012

Jun. 30, 2012

Mar. 31, 2012

Dec. 31, 2013

Dec. 31, 2012

Dec. 31, 2011

$ 919

$ 795

$ 890

$ 1,051

$ 871

$ 754

$ 842

$ 1,013

$ 3,655

$ 3,480

$ 3,447

3,633

3,458

3,414

Fixed assets

481

468

481

468

UNITED KINGDOM

1,026

^[1]

980

^[1]

963

^[1]

Fixed assets for foreign country

233

218

233

218

US [Member]

1,549

^[1]

1,484

^[1]

1,461

^[1]

Fixed assets for foreign country

203

207

203

207

Other [Member]

1,058

^[1],[2]

994

^[1],[2]

990

^[1],[2]