10-Q/A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q/A
(Amendment No. 1)

(Mark One)
þ	QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended June 30, 2011
or
o	TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

Commission file number: 001-16503

WILLIS GROUP HOLDINGS PUBLIC

LIMITED COMPANY

(Exact name of registrant as specified in its charter)

Ireland	98-0352587
(Jurisdiction of incorporation or organization)	(I.R.S. Employer Identification No.)

c/o Willis Group Limited
51 Lime Street, London, EC3M 7DQ, England
(Address of principal executive offices)

(011) 44-20-3124-6000

(Registrant’s telephone number, including area code)

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.  Yes þ     No o

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate website, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).  Yes þ     No o

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of ‘large accelerated filer’, ‘accelerated filer’ and ‘smaller reporting company’ in Rule 12b-2 of the Exchange Act. (Check one):

Large accelerated filer þ Accelerated filer o Non-accelerated filer o Smaller reporting company o

(Do not check if a smaller reporting company)

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).  Yes o     No þ

As of July 29, 2011, there were outstanding 173,040,762 ordinary shares, nominal value $0.000115 per share, of the Registrant.

TABLE OF CONTENTS

	Item 6—Exhibits
SIGNATURES
EX-101 INSTANCE DOCUMENT
EX-101 SCHEMA DOCUMENT
EX-101 CALCULATION LINKBASE DOCUMENT
EX-101 LABELS LINKBASE DOCUMENT
EX-101 PRESENTATION LINKBASE DOCUMENT
EX-101 DEFINITION LINKBASE DOCUMENT

Willis Group Holdings plc

EXPLANATORY NOTE

This Amendment No. 1 to Willis Group Holdings plc Quarterly Report on Form 10-Q for the period ended June 30, 2011 is being filed solely for the purpose of furnishing Exhibit 101 to the Form 10-Q in accordance with Rule 405 of Regulation S-T. Exhibit 101 provides financial information from Willis Group Holdings plc Quarterly Report on Form 10-Q for the quarter ended June 30, 2011, formatted in XBRL. This Amendment No. 1 does not reflect any subsequent events occurring after the original filing date of the Form 10-Q or modify or update in any way disclosures made in the original filing.

2

Other information

Item 6—Exhibits

10	.1	First Amendment to the Amended and Restated Willis U.S. 2005 Deferred Compensation Plan, effective June 1, 2011 †
10	.2	Form of Time-Based Restricted Share Unit Award Agreement granted under the Willis Group Holdings 2001 Share Purchase and Option Plan (for executive officers) †
10	.3	Form of Performance-Based Share Option Award Agreement granted under the Willis Group Holdings 2008 Share Purchase and Option Plan (for executive officers) †
10	.4	Form of Performance-Based Restricted Share Unit Award Agreement granted under the Willis Group Holdings 2008 Share Purchase and Option Plan (for executive officers) †
10	.5	Form of Performance-Based Share Options Award Agreement granted under the Hilb Rogal & Hobbs Company 2007 Share Incentive Plan (for executive officers) †
10	.6	Form of Performance-Based Restricted Share Unit Award Agreement granted under the Hilb Rogal & Hobbs Company 2007 Share Incentive Plan (for executive officers) †
10	.7	Form of Performance-Based Restricted Share Unit Award Agreement granted under the Willis Group Holdings 2008 Share Purchase and Option Plan, dated May 2, 2011, between Joseph J. Plumeri and Willis Group Holdings Public Limited Company †
10	.8	Form of Performance-Based Restricted Share Unit Award Agreement granted under the Hilb Rogal & Hobbs Company 2007 Share Incentive Plan, dated May 2, 2011, between Martin Sullivan and Willis Group Holdings Public Limited Company †
31	.1	Certification Pursuant to Rule 13a-14(a) †
31	.2	Certification Pursuant to Rule 13a-14(a) †
32	.1	Certification Pursuant to 18 U.S.C. Section 1350 †
32	.2	Certification Pursuant to 18 U.S.C. Section 1350 †
101	.INS*	XBRL Instance Document
101	.SCH*	XBRL Taxonomy Extension Schema Document
101	.CAL*	XBRL Taxonomy Extension Calculation Linkbase Document
101	.DEF*	XBRL Taxonomy Extension Definition Linkbase Document
101	.LAB*	XBRL Taxonomy Extension Label Linkbase Document
101	.PRE*	XBRL Taxonomy Extension Presentation Linkbase Document

†

Previously filed

*

Pursuant to Rule 406T of Regulation S-T, the Interactive Data Files on Exhibit 101 hereto are deemed not filed or part of a registration statement or prospectus for purposes of Sections 11 or 12 of the Securities Act of 1933, as amended, are deemed not filed for purposes of Section 18 of the Securities and Exchange Act of 1934, as amended, and otherwise are not subject to liability under those sections.

3

Willis Group Holdings plc

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

Willis Group Holdings plc
(Registrant)

By:  /s/  Michael K. Neborak

Michael K. Neborak

Group Chief Financial Officer

(Principal Financial and Accounting Officer)

Dated: August 19, 2011

4

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Financial Information for Parent Issuer, Guarantor Subsidiaries and Non-Guarantor Subsidiaries (Details 1) (USD $) In Millions	Jun. 30, 2011	Dec. 31, 2010	Jun. 30, 2010		Dec. 31, 2009
CURRENT ASSETS
Cash and cash equivalents	$ 317	$ 316	$ 167	[1]	$ 221	[1]
Accounts receivable	1,049	839
Fiduciary assets	11,256	9,569
Deferred tax assets	32	36
Other current assets	327	340
Total current assets	12,981	11,100
Investments in subsidiaries	0	0
Amounts owed by (to) Group undertakings	0	0
NON-CURRENT ASSETS
Fixed assets	391	381
Goodwill	3,317	3,294			3,277
Other intangible assets, net	461	492
Investments in associates	186	161
Deferred tax assets	9	7
Pension benefits asset	231	179
Total other non-current assets	365	233
Total non-current assets	4,960	4,747
TOTAL ASSETS	17,941	15,847
CURRENT LIABILITIES
Fiduciary liabilities	11,256	9,569
Deferred revenue and accrued expenses	323	298
Income taxes payable	50	57
Short-term debt and current portion of long-term debt	114	110
Deferred tax liabilities	22	9
Total other current liabilities	318	266
Total current liabilities	12,083	10,309
NON-CURRENT LIABILITIES
Long-term debt	2,307	2,157
Liabilities for pension benefits	150	164
Deferred tax liabilities	111	83
Provisions for liabilities	184	179
Total other non-current liabilities	367	347
Total non-current liabilities	3,119	2,930
Total Liabilities	15,202	13,239
EQUITY
Total Willis Group Holdings shareholders' equity	2,707	2,577
Noncontrolling interests	32	31
Total equity	2,739	2,608	2,429		2,229
TOTAL LIABILITIES AND EQUITY	17,941	15,847
Willis Group Holdings
CURRENT ASSETS
Cash and cash equivalents	0	0	0		0
Accounts receivable	0	2
Fiduciary assets	0	0
Deferred tax assets	0	0
Other current assets	3	0
Total current assets	3	2
Investments in subsidiaries	(911)	(1,039)
Amounts owed by (to) Group undertakings	4,462	3,659
NON-CURRENT ASSETS
Fixed assets	0	0
Goodwill	0	0
Other intangible assets, net	0	0
Investments in associates	0	0
Deferred tax assets	0	0
Pension benefits asset	0	0
Total other non-current assets	6	0
Total non-current assets	6	0
TOTAL ASSETS	3,560	2,622
CURRENT LIABILITIES
Fiduciary liabilities	0	0
Deferred revenue and accrued expenses	1	1
Income taxes payable	0	0
Short-term debt and current portion of long-term debt	0	0
Deferred tax liabilities	0	0
Total other current liabilities	58	44
Total current liabilities	59	45
NON-CURRENT LIABILITIES
Long-term debt	794	0
Liabilities for pension benefits	0	0
Deferred tax liabilities	0	0
Provisions for liabilities	0	0
Total other non-current liabilities	0	0
Total non-current liabilities	794	0
Total Liabilities	853	45
EQUITY
Total Willis Group Holdings shareholders' equity	2,707	2,577
Noncontrolling interests	0	0
Total equity	2,707	2,577
TOTAL LIABILITIES AND EQUITY	3,560	2,622
The Guarantors
CURRENT ASSETS
Cash and cash equivalents	87	76	81		104
Accounts receivable	0	0
Fiduciary assets	0	0
Deferred tax assets	0	1
Other current assets	175	80
Total current assets	262	157
Investments in subsidiaries	4,639	4,429
Amounts owed by (to) Group undertakings	(4,311)	(3,588)
NON-CURRENT ASSETS
Fixed assets	58	52
Goodwill	0	0
Other intangible assets, net	0	0
Investments in associates	0	0
Deferred tax assets	0	0
Pension benefits asset	0	0
Total other non-current assets	187	207
Total non-current assets	245	259
TOTAL ASSETS	835	1,257
CURRENT LIABILITIES
Fiduciary liabilities	0	0
Deferred revenue and accrued expenses	0	0
Income taxes payable	51	0
Short-term debt and current portion of long-term debt	110	110
Deferred tax liabilities	1	4
Total other current liabilities	71	53
Total current liabilities	233	167
NON-CURRENT LIABILITIES
Long-term debt	1,513	2,153
Liabilities for pension benefits	0	0
Deferred tax liabilities	30	29
Provisions for liabilities	0	0
Total other non-current liabilities	17	26
Total non-current liabilities	1,560	2,208
Total Liabilities	1,793	2,375
EQUITY
Total Willis Group Holdings shareholders' equity	(958)	(1,118)
Noncontrolling interests	0	0
Total equity	(958)	(1,118)
TOTAL LIABILITIES AND EQUITY	835	1,257
Other [Member]
CURRENT ASSETS
Cash and cash equivalents	230	240	86		117
Accounts receivable	1,021	809
Fiduciary assets	11,919	10,167
Deferred tax assets	32	35
Other current assets	434	293
Total current assets	13,636	11,544
Investments in subsidiaries	3,875	3,855
Amounts owed by (to) Group undertakings	(151)	(71)
NON-CURRENT ASSETS
Fixed assets	335	330
Goodwill	1,699	1,696
Other intangible assets, net	477	492
Investments in associates	(45)	(51)
Deferred tax assets	7	7
Pension benefits asset	231	179
Total other non-current assets	172	149
Total non-current assets	2,876	2,802
TOTAL ASSETS	20,236	18,130
CURRENT LIABILITIES
Fiduciary liabilities	11,919	10,167
Deferred revenue and accrued expenses	322	297
Income taxes payable	107	69
Short-term debt and current portion of long-term debt	4	0
Deferred tax liabilities	21	5
Total other current liabilities	222	189
Total current liabilities	12,595	10,727
NON-CURRENT LIABILITIES
Long-term debt	0	4
Liabilities for pension benefits	150	164
Deferred tax liabilities	81	54
Provisions for liabilities	188	183
Total other non-current liabilities	350	321
Total non-current liabilities	769	726
Total Liabilities	13,364	11,453
EQUITY
Total Willis Group Holdings shareholders' equity	6,840	6,646
Noncontrolling interests	32	31
Total equity	6,872	6,677
TOTAL LIABILITIES AND EQUITY	20,236	18,130
Consolidating Adjustments [Member]
CURRENT ASSETS
Cash and cash equivalents	0	0	0		0
Accounts receivable	28	28
Fiduciary assets	(663)	(598)
Deferred tax assets	0	0
Other current assets	(285)	(33)
Total current assets	(920)	(603)
Investments in subsidiaries	(7,603)	(7,245)
Amounts owed by (to) Group undertakings	0	0
NON-CURRENT ASSETS
Fixed assets	(2)	(1)
Goodwill	1,618	1,598
Other intangible assets, net	(16)	0
Investments in associates	231	212
Deferred tax assets	2	0
Pension benefits asset	0	0
Total other non-current assets	0	(123)
Total non-current assets	1,833	1,686
TOTAL ASSETS	(6,690)	(6,162)
CURRENT LIABILITIES
Fiduciary liabilities	(663)	(598)
Deferred revenue and accrued expenses	0	0
Income taxes payable	(108)	(12)
Short-term debt and current portion of long-term debt	0	0
Deferred tax liabilities	0	0
Total other current liabilities	(33)	(20)
Total current liabilities	(804)	(630)
NON-CURRENT LIABILITIES
Long-term debt	0	0
Liabilities for pension benefits	0	0
Deferred tax liabilities	0	0
Provisions for liabilities	(4)	(4)
Total other non-current liabilities	0	0
Total non-current liabilities	(4)	(4)
Total Liabilities	(808)	(634)
EQUITY
Total Willis Group Holdings shareholders' equity	(5,882)	(5,528)
Noncontrolling interests	0	0
Total equity	(5,882)	(5,528)
TOTAL LIABILITIES AND EQUITY	$ (6,690)	$ (6,162)

[1] The 2010 Unaudited Condensed Consolidated Statement of Cash Flows has been recast to conform to the new balance sheet presentation. See Note 2 - Basis of Presentation and Significant Accounting Policies for details.

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Earnings Per Share (Details Textuals) In Millions	3 Months Ended		6 Months Ended
	Jun. 30, 2011	Jun. 30, 2010	Jun. 30, 2011	Jun. 30, 2010
Additional Earnings Per Share (Textuals) [Abstract]
Restricted stock units outstanding	1.4	1.7	1.4	1.7
Antidilutive stock options	2	13	2	13	[1]
Time Based Options [Member]
Earnings Per Share (Textuals) [Abstract]
Outstanding time-based stock options	9.9	12.3	9.9	12.3
Performance Based Options [Member]
Earnings Per Share (Textuals) [Abstract]
Outstanding performance-based stock options	7.5	8.6	7.5	8.6

[1] The 2010 Unaudited Condensed Consolidated Statement of Cash Flows has been recast to conform to the new balance sheet presentation. See Note 2 - Basis of Presentation and Significant Accounting Policies for details.

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Condensed Consolidated Balance Sheets (Unaudited) (USD $) In Millions	6 Months Ended
	Jun. 30, 2011	Jun. 30, 2010		Dec. 31, 2010
CURRENT ASSETS
Cash and cash equivalents	$ 317	$ 167	[1]	$ 316
Accounts receivable, net	1,049			839
Fiduciary assets	11,256			9,569
Deferred tax assets	32			36
Other current assets	327			340
Total current assets	12,981			11,100
NON-CURRENT ASSETS
Fixed assets, net	391			381
Goodwill	3,317			3,294
Other intangible assets, net	461			492
Investments in associates	186			161
Deferred tax assets	9			7
Pension benefits asset	231			179
Total other non-current assets	365			233
Total non-current assets	4,960			4,747
TOTAL ASSETS	17,941			15,847
CURRENT LIABILITIES
Fiduciary liabilities	11,256			9,569
Deferred revenue and accrued expenses	323			298
Income taxes payable	50			57
Short-term debt and current portion of long-term debt	114			110
Deferred tax liabilities	22			9
Total other current liabilities	318			266
Total current liabilities	12,083			10,309
NON-CURRENT LIABILITIES
Long-term debt	2,307			2,157
Liability for pension benefits	150			164
Deferred tax liabilities	111			83
Provisions for liabilities	184			179
Total other non-current liabilities	367			347
Total non-current liabilities	3,119			2,930
Total Liabilities	15,202			13,239
COMMITMENTS AND CONTINGENCIES
EQUITY
Ordinary shares, $0.000115 nominal value; Authorized: 4,000,000,000; Issued 172,949,656 shares in 2011 and 170,883,865 shares in 2010 Ordinary shares, EURO 1 nominal value; Authorized: 40,000; Issued 40,000 shares in 2011 and 2010	0			0
Preference shares, $0.000115 nominal value; Authorized:1,000,000,000; Issued nil shares in 2011 and 2010	0			0
Additional paid-in capital	1,033			985
Retained earnings	2,165			2,136
Accumulated other comprehensive loss, net of tax	(488)			(541)
Treasury shares, at cost, 46,408 shares, $0.000115 nominal value, in 2011 and 2010 and 40,000 shares, EURO 1 nominal value, in 2011 and 2010	(3)			(3)
Total Willis Group Holdings stockholder's equity	2,707			2,577
Noncontrolling interests	32			31
Total equity	2,739	2,429		2,608
TOTAL LIABILITIES AND EQUITY	$ 17,941			$ 15,847

[1] The 2010 Unaudited Condensed Consolidated Statement of Cash Flows has been recast to conform to the new balance sheet presentation. See Note 2 - Basis of Presentation and Significant Accounting Policies for details.

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Condensed Consolidated Balance Sheets (Unaudited) (Parenthetical)	Jun. 30, 2011	Dec. 31, 2010	Jun. 30, 2011 Euro [Member] EUR (€)	Dec. 31, 2010 Euro [Member] EUR (€)	Jun. 30, 2011 United States of America, Dollars [Member] USD ($)	Dec. 31, 2010 United States of America, Dollars [Member] USD ($)
EQUITY
Common stock, par value			€ 1	€ 1	$ 0.000115	$ 0.000115
Common stock, shares authorized			40,000	40,000	4,000,000,000	4,000,000,000
Common stock, shares Issued			40,000	40,000	172,949,656	170,883,865
Preference stock, nominal value					$ 0.000115	$ 0.000115
Preference stock, shares authorized	1,000,000,000	1,000,000,000
Preference stock, shares issued					0	0
Treasury stock, nominal value			€ 1	€ 1	$ 0.000115	$ 0.000115
Treasury stock, shares			40,000	40,000	46,408	46,408

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Comprehensive Income (Textuals) (USD $) In Millions	3 Months Ended		6 Months Ended
	Jun. 30, 2011	Jun. 30, 2010	Jun. 30, 2011	Jun. 30, 2010
Comprehensive Income (Textuals) [Abstract]
Foreign currency translation adjustment, Tax	$ 0	$ 0	$ 0	$ 0
Pension funding adjustment, Tax	0	(2)	(1)	(5)
Net loss on derivative instruments, Tax	1	(2)	3	(2)
Other Comprehensive Income, Tax	$ 1	$ (4)	$ 2	$ (7)

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Derivative Financial Instruments and Hedging Activities (Details) (USD $) In Millions	Jun. 30, 2011
US dollar [Member]
Interest Rate Risk
Interest rate derivatives cashflow hedges, Notional Amount	$ 840
Interest rate derivatives cashflow hedges, Fair value	10
Pounds sterling [Member]
Interest Rate Risk
Interest rate derivatives cashflow hedges, Notional Amount	250
Interest rate derivatives cashflow hedges, Fair value	3
Euro [Member]
Interest Rate Risk
Interest rate derivatives cashflow hedges, Notional Amount	146
Interest rate derivatives cashflow hedges, Fair value	$ 0

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Segment Information

6 Months Ended

Jun. 30, 2011

Segment Information [Abstract]

SEGMENT INFORMATION

18.   SEGMENT INFORMATION

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

The Company evaluates the performance of its operating segments based on organic revenue 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)	costs of the holding company;
(ii)	foreign exchange loss from the devaluation of the Venezuelan currency;
(iii)	foreign exchange hedging activities, foreign exchange movements on the UK pension plan asset and foreign exchange gains and losses from currency purchases and sales;
(iv)	amortization of intangible assets;
(v)	gains and losses on the disposal of operations;
(vi)	significant legal and regulatory settlements which are managed centrally; and
(vii)	costs associated with the 2011 Operational Review.

The accounting policies of the operating segments are consistent with those described in Note 2 — Basis of Presentation and Significant Accounting Policies to the Company’s Annual Report on Form 10-K for the year ended December 31, 2010. 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.

Effective January 1, 2011, the Company changed its internal reporting structure: Global Markets International, previously reported within the International segment, is now reported in the Global segment. In addition, Mexico Retail, which was previously reported within the International segment, is now reported in the North America segment. Comparative data have been adjusted accordingly.

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

	Three months ended June 30, 2011
														Interest in
									Depreciation					Earnings of
	Commissions		Investment		Other		Total		and		Operating			Associates,
	and Fees		Income		Income		Revenues		Amortization		Income			net of tax
	(millions)
Global	$	271	$	3	$	—	$	274	$	5	$	89		$	—
North America		326		1		1		328		3		61			—
International		257		4		—		261		10		56			(3	)
Total Retail		583		5		1		589		13		117			(3	)
Total Operating Segments		854		8		1		863		18		206			(3	)
Corporate and Other(ii)		—		—		—		—		18		(49	)		—
Total Consolidated	$	854	$	8	$	1	$	863	$	36	$	157		$	(3	)

	Three months ended June 30, 2010(i)
														Interest in
									Depreciation					Earnings of
	Commissions		Investment		Other		Total		and		Operating			Associates,
	and Fees		Income		Income		Revenues		Amortization		Income			net of tax
	(millions)
Global	$	249	$	2	$	—	$	251	$	5	$	87		$	—
North America		328		5		—		333		6		68			—
International		212		3		—		215		5		41			(2	)
Total Retail		540		8		—		548		11		109			(2	)
Total Operating Segments		789		10		—		799		16		196			(2	)
Corporate and Other(ii)		—		—		—		—		21		(27	)		—
Total Consolidated	$	789	$	10	$	—	$	799	$	37	$	169		$	(2	)

(i)

Effective January 1, 2011, the Company changed its internal reporting structure: Global Markets International, previously reported within the International segment, is now reported in the Global segment. In addition, Mexico Retail, which was previously reported within the International segment, is now reported in the North America segment. As a result of these changes, second quarter 2010 revenues of $36 million, previously allocated to our International segment, have been included in Global: $34 million; and North America: $2 million. Operating income of $18 million previously allocated to our International segment has been included in Global: $18 million; and North America: $nil.

(ii)

Corporate and Other includes the following:

	Three months ended
	June 30,
	2011			2010
	(millions)
Amortization of intangible assets	$	(17	)	$	(21	)
Foreign exchange hedging		1			(2	)
Foreign exchange on the UK pension plan asset		—			2
Net gain on disposal of operations		—			(2	)
2011 Operational Review		(18	)		—
FSA regulatory settlement		(11	)		—
Other(a)		(4	)		(4	)
Total Corporate and Other	$	(49	)	$	(27	)

^(a) Other includes $6 million of the $9 million total benefit in second quarter 2011 from the release of funds and reserves related to potential legal liabilities.

	Six months ended June 30, 2011
														Interest in
									Depreciation					Earnings of
	Commissions		Investment		Other		Total		and		Operating			Associates,
	and Fees		Income		Income		Revenues		Amortization		Income			net of tax
	(millions)
Global	$	629	$	6	$	—	$	635	$	9	$	264		$	—
North America		682		3		1		686		10		146			—
International		543		7		—		550		15		142			13
Total Retail		1,225		10		1		1,236		25		288			13
Total Operating Segments		1,854		16		1		1,871		34		552			13
Corporate and Other(ii)		—		—		—		—		39		(157	)		—
Total Consolidated	$	1,854	$	16	$	1	$	1,871	$	73	$	395		$	13

	Six months ended June 30, 2010(i)
														Interest in
									Depreciation					Earnings of
	Commissions		Investment		Other		Total		and		Operating			Associates,
	and Fees		Income		Income		Revenues		Amortization		Income			net of tax
	(millions)
Global	$	580	$	5	$	—	$	585	$	9	$	241		$	—
North America		693		8		—		701		12		161			—
International		479		6		—		485		10		128			18
Total Retail		1,172		14		—		1,186		22		289			18
Total Operating Segments		1,752		19		—		1,771		31		530			18
Corporate and Other(ii)		—		—		—		—		42		(60	)		—
Total Consolidated	$	1,752	$	19	$	—	$	1,771	$	73	$	470		$	18

(i)

Effective January 1, 2011, the Company changed its internal reporting structure: Global Markets International, previously reported within the International segment, is now reported in the Global segment. In addition, Mexico Retail, which was previously reported within the International segment, is now reported in the North America segment. As a result of these changes, first half year 2010 total revenues of $70 million, previously allocated to our International segment, have been included in Global: $65 million; and North America: $5 million. Operating income of $34 million previously allocated to our International segment has been included in Global: $34 million; and North America: $nil.

(ii)

Corporate and Other includes the following:

	Six months ended
	June 30,
	2011			2010
	(millions)
Amortization of intangible assets	$	(34	)	$	(42	)
Foreign exchange hedging		2			(6	)
Foreign exchange on the UK pension plan asset		1			6
Net gain (loss) on disposal of operations		4			(2	)
2011 Operational Review		(115	)		—
FSA regulatory settlement		(11	)		—
Venezuela currency devaluation		—			(12	)
Other(a)		(4	)		(4	)
Total Corporate and Other	$	(157	)	$	(60	)

^(a) Other includes $6 million of the $9 million total benefit in second quarter 2011 from the release of funds and reserves related to potential legal liabilities.

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

	Three months ended						Six months ended
	June 30,						June 30,
	2011			2010			2011			2010
	(millions)
Total consolidated operating income	$	157		$	169		$	395		$	470
Make-whole on repurchase and redemption of senior notes and write-off of unamortized debt issuance costs		—			—			(171	)		—
Interest expense		(34	)		(41	)		(74	)		(84	)
Income before income taxes and interest in earnings of associates	$	123		$	128		$	150		$	386

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Financial Information for Parent Guarantor, Other Guarantor Subsidiaries and Non-Guarantor Subsidiaries (Details 2) (USD $) In Millions	6 Months Ended
	Jun. 30, 2011	Jun. 30, 2010
Condensed Consolidated Statements of Cash Flows [Abstract]
NET CASH PROVIDED BY (USED IN) OPERATING ACTIVITIES	$ 126	$ 154	[1]
CASH FLOWS FROM INVESTING ACTIVITIES
Proceeds on disposal of fixed and intangible assets	5	4	[1]
Additions to fixed assets	(47)	(45)	[1]
Acquisitions of subsidiaries, net of cash acquired	(4)	(15)	[1]
Acquisition of investments in associates	(2)	(1)	[1]
Investment in Trident V Parallel Fund, LP	(4)
Net cash used in investing activities	(52)	(57)	[1]
CASH FLOWS FROM FINANCING ACTIVITIES
(Repayment) proceeds from draw down of revolving credit facility	(90)	30	[1]
Senior notes issued	794
Debt issuance costs	(7)
Repayments of debt	(555)	(70)	[1]
Make-whole on repurchase and redemption of senior notes	(158)
Proceeds from issue of shares	42	17	[1]
Excess tax benefits from share-based payment arrangement	4	1	[1]
Dividends paid	(90)	(89)	[1]
Acquisition of noncontrolling interests	(9)	(4)	[1]
Dividends paid to noncontrolling interests	(12)	(22)	[1]
Net cash used in financing activities	(81)	(137)	[1]
INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS	(7)	(40)	[1]
Effect of exchange rate changes on cash and cash equivalents	8	(14)	[1]
CASH AND CASH EQUIVALENTS, BEGINNING OF PERIOD	316	221	[1]
CASH AND CASH EQUIVALENTS, END OF PERIOD	317	167	[1]
Willis Group Holdings
Condensed Consolidated Statements of Cash Flows [Abstract]
NET CASH PROVIDED BY (USED IN) OPERATING ACTIVITIES	3	569
CASH FLOWS FROM FINANCING ACTIVITIES
Senior notes issued	794
Debt issuance costs	(7)
Proceeds from issue of shares	42	17
Amounts owed by and to Group undertakings	(742)	(542)
Dividends paid	(90)	(44)
Net cash used in financing activities	(3)	(569)
CASH AND CASH EQUIVALENTS, BEGINNING OF PERIOD	0	0
CASH AND CASH EQUIVALENTS, END OF PERIOD	0	0
The Other Guarantors [Member]
Condensed Consolidated Statements of Cash Flows [Abstract]
NET CASH PROVIDED BY (USED IN) OPERATING ACTIVITIES	76	321
CASH FLOWS FROM FINANCING ACTIVITIES
Repayments of debt	(500)
Make-whole on repurchase and redemption of senior notes	(158)
Amounts owed by and to Group undertakings	590	(189)
Dividends paid		(132)
Acquisition of noncontrolling interests	(8)
Net cash used in financing activities	(76)	(321)
CASH AND CASH EQUIVALENTS, BEGINNING OF PERIOD	0	0
CASH AND CASH EQUIVALENTS, END OF PERIOD	0	0
The Issuer [Member]
Condensed Consolidated Statements of Cash Flows [Abstract]
NET CASH PROVIDED BY (USED IN) OPERATING ACTIVITIES	54	42
CASH FLOWS FROM INVESTING ACTIVITIES
Additions to fixed assets	(13)	(13)
Net cash used in investing activities	(13)	(13)
CASH FLOWS FROM FINANCING ACTIVITIES
(Repayment) proceeds from draw down of revolving credit facility	(90)	30
Repayments of debt	(55)	(61)
Amounts owed by and to Group undertakings	115	(21)
Net cash used in financing activities	(30)	(52)
INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS	11	(23)
CASH AND CASH EQUIVALENTS, BEGINNING OF PERIOD	76	104
CASH AND CASH EQUIVALENTS, END OF PERIOD	87	81
Other [Member]
Condensed Consolidated Statements of Cash Flows [Abstract]
NET CASH PROVIDED BY (USED IN) OPERATING ACTIVITIES	140	(22)
CASH FLOWS FROM INVESTING ACTIVITIES
Proceeds on disposal of fixed and intangible assets	5	4
Additions to fixed assets	(34)	(32)
Acquisitions of subsidiaries, net of cash acquired	(4)	(15)
Acquisition of investments in associates	(2)	(1)
Investment in Trident V Parallel Fund, LP	(4)
Net cash used in investing activities	(39)	(44)
CASH FLOWS FROM FINANCING ACTIVITIES
Repayments of debt		(9)
Amounts owed by and to Group undertakings	37	752
Excess tax benefits from share-based payment arrangement	4	1
Dividends paid	(147)	(669)
Acquisition of noncontrolling interests	(1)	(4)
Dividends paid to noncontrolling interests	(12)	(22)
Net cash used in financing activities	(119)	49
INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS	(18)	(17)
Effect of exchange rate changes on cash and cash equivalents	8	(14)
CASH AND CASH EQUIVALENTS, BEGINNING OF PERIOD	240	117
CASH AND CASH EQUIVALENTS, END OF PERIOD	230	86
Consolidating adjustments [Member]
Condensed Consolidated Statements of Cash Flows [Abstract]
NET CASH PROVIDED BY (USED IN) OPERATING ACTIVITIES	(147)	(756)
CASH FLOWS FROM FINANCING ACTIVITIES
Dividends paid	147	756
Net cash used in financing activities	147	756
CASH AND CASH EQUIVALENTS, BEGINNING OF PERIOD	0	0
CASH AND CASH EQUIVALENTS, END OF PERIOD	$ 0	$ 0

[1] The 2010 Unaudited Condensed Consolidated Statement of Cash Flows has been recast to conform to the new balance sheet presentation. See Note 2 - Basis of Presentation and Significant Accounting Policies for details.

XML



Document and Entity Information (USD $)	6 Months Ended
	Jun. 30, 2011	Jul. 29, 2011	Feb. 18, 2011
Document and Entity Information [Abstract]
Entity Registrant Name	WILLIS GROUP HOLDINGS PLC
Entity Central Index Key	0001140536
Document Type	10-Q
Document Period End Date	Jun. 30, 2011
Amendment Flag	false
Document Fiscal Year Focus	2011
Document Fiscal Period Focus	Q2
Current Fiscal Year End Date	--12-31
Entity Well-known Seasoned Issuer	Yes
Entity Voluntary Filers	No
Entity Current Reporting Status	Yes
Entity Filer Category	Large Accelerated Filer
Entity Public Float			$ 6,651,075,613
Entity Common Stock, Shares Outstanding		173,040,762

XML



Income Taxes (Details) (USD $) In Millions, unless otherwise specified	3 Months Ended		6 Months Ended
	Jun. 30, 2011	Jun. 30, 2010	Jun. 30, 2011	Jun. 30, 2010
Components of tax charge
Ordinary income estimated at annual effective tax rate before tax	$ 123		$ 317
Ordinary income taxed at estimated annual effective tax rate tax amount	(31)		(79)
Ordinary income taxed at estimated annual effective tax rate	25.00%		25.00%
Items where tax effect is treated discretely:
Make-whole on repurchase and redemption of senior notes and write-off of unamortized debt issuance costs			(171)
Current tax on make-whole on repurchase and redemption of senior notes and write-off of unamortized debt issuance costs			47
Effective Income Tax Rate on the make-whole on repurchase and redemption of senior notes and write-off of unamortized debt issuance costs			27.00%
Non-taxable gain on disposal of operations before tax		(2)	4	(2)
Non-taxable gain on disposal of operations tax			0
Non-taxable gain on disposal of operations effective tax rate			0.00%
Income before income taxes as reported	123	128	150	386
Tax amount as reported	$ (31)	$ (35)	$ (32)	$ (102)
Effective tax rate	25.00%		21.00%
Income Taxes (Textuals) [Abstract]
Ordinary income taxed at estimated annual effective tax rate	25.00%		25.00%
Effective tax rate absent impact of 2011 operational review			25.00%

XML



Basis of Presentation and Significant Accounting Policies (Policies)

6 Months Ended

Jun. 30, 2011

Basis of Presentation and Significant Accounting Policies (Policies) [Abstract]

Balance sheet presentation

Balance Sheet Presentation

As disclosed in the Company’s 2010 10-K, the Company now provides additional disclosure within the unaudited condensed consolidated balance sheet of:

•   the Group’s non-fiduciary balances; and

•   the further distinction between those assets and liabilities that are expected to be realized within or later than twelve months of the balance sheet date.

The Company believes this amended presentation better reflects the Company’s liquidity position and exposures to credit risk. Accordingly, the unaudited condensed consolidated statement of cash flows for the six months ended June 30, 2010 has been recast to conform with the new balance sheet presentation.

Devaluation of Venezuelan currency

Devaluation of Venezuelan Currency

With effect from January 1, 2010, the Venezuelan economy was designated as hyper-inflationary. The Venezuelan government also devalued the Bolivar Fuerte in January 2010. As a result of these actions, the Company recorded a $12 million charge in other operating expenses in the three month period ended March 31, 2010 to reflect the re-measurement of its net monetary assets denominated in Venezuelan Bolivar Fuerte at January 1, 2010.

Recent Accounting Pronouncements

Fair Value Measurement and Disclosure

In May 2011, the Financial Accounting Standards Board (‘FASB’) issued Accounting Standards Update (‘ASU’) No. 2011-04, Fair Value Measurement: Amendments to Achieve Common Fair Value Measurement and Disclosure Requirements in U.S. GAAP and IFRSs. The new guidance was issued to provide a consistent definition of fair value and ensure that fair value measurements and disclosure requirements are similar between US GAAP and International Financial Reporting Standards (‘IFRS’). The guidance changes certain fair value measurement principles and enhances the disclosure requirements for fair value measurements.

This guidance is effective for interim and annual periods beginning after December 15, 2011 and is applied prospectively.

The Company is currently evaluating the impact that adoption of this guidance will have on the consolidated financial statements.

Other Comprehensive Income

In June 2011, the FASB issued 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 is applied retrospectively, although early adoption is permitted.

The Company is currently evaluating the impact that adoption of this guidance will have on the consolidated financial statements.

XML



Salaries and Benefits Expense (Details Textuals) (USD $) In Millions, unless otherwise specified	3 Months Ended	6 Months Ended			3 Months Ended		6 Months Ended
	Jun. 30, 2011	Jun. 30, 2011	Dec. 31, 2010	Jun. 30, 2010	Jun. 30, 2011 Employee Severance [Member]	Jun. 30, 2010 Employee Severance [Member]	Jun. 30, 2011 Employee Severance [Member]	Jun. 30, 2010 Employee Severance [Member]
Salaries and Benefits Expense (Textuals) [Abstract]
Severance costs		$ 0			$ 0	$ 3		$ 11
Salaries and Benefits Expense (Textuals) [Abstract]
Operational Review - total severance costs	9	55					55
Positions eliminated	150	600
Operational Review - waiver of retention award cost	0	2
Operational Review - total expected charge for the year		70
Operational Review - one-time benefit arrangement severance costs		49
Operational Review - existing benefit arrangement severance costs		6
Operational Review - buy-out of previously existing incentive schemes and other contractual arrangements	1	35
Unamortized cash retention awards	$ 293	$ 293	$ 173	$ 217

XML



Segment Information (Details Textuals) (USD $) In Millions	3 Months Ended		6 Months Ended
	Jun. 30, 2011	Jun. 30, 2010	Jun. 30, 2011	Jun. 30, 2010
Segment information
Segment revenue reallocated to other segments		$ 36		$ 70
Segment operating income reallocated to other segments		18		34
Total Benefits related to potential legal liabilities	9		9
Other Benefits related to potential legal liabilities	6		6
Global [Member]
Segment information
Segment revenue reallocated from other segment		34		65
Segment operating income reallocated from other segment		18		34
North America [Member]
Segment information
Segment revenue reallocated from other segment		2		5
Segment operating income reallocated from other segment		$ 0		$ 0

XML



Commitments and Contingencies

6 Months Ended

Jun. 30, 2011

Commitments and Contingencies [Abstract]

COMMITMENTS AND CONTINGENCIES

7.   COMMITMENTS AND CONTINGENCIES

Debt Obligations and Facilities

Changes in the Company’s debt obligations are set out in Note 14 — ‘Debt’ to the Condensed Consolidated Financial Statements.

Guarantees

Guarantees issued by Willis Group Holdings and certain of its subsidiaries with respect to the senior notes are discussed in Note 19—‘Financial information for parent guarantor, other guarantor subsidiaries and non-guarantor subsidiaries’ and Note 20—‘Financial information for parent issuer, guarantor subsidiaries and non-guarantor subsidiaries’.

The revolving credit facilities are fully and unconditionally guaranteed on a joint and several basis by Willis Netherlands Holdings B.V., Willis Investment UK Holdings Limited, TA1 Limited, Trinity Acquisition plc, Willis Group Limited and Willis Group Holdings plc.

Other Contractual Obligations

In July 2010, the Company made a capital commitment of $25 million to Trident V Parallel Fund, LP. As at June 30, 2011 there had been approximately $5 million of capital contributions.

In May 2011, the Company made a capital commitment of $10 million to Dowling Capital Partners I, LP. As at June 30, 2011 there had been no capital contributions.

Claims, Lawsuits, and Other Proceedings

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

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

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

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

Assurance of Discontinuance

In connection with the investigation launched by the New York State Attorney General in April 2004 concerning, among other things, contingent commissions paid by insurers to insurance brokers, in April 2005, the Company entered into an Assurance of Discontinuance (‘Original AOD’) with the New York State Attorney General and the Superintendent of the New York Insurance Department and paid $50 million to eligible clients. As part of the Original AOD, the Company also agreed not to accept contingent compensation and to disclose to customers any compensation the Company will receive in connection with providing policy placement services to the customer. The Company also resolved similar investigations launched by the Minnesota Attorney General, the Florida Attorney General, the Florida Department of Financial Services, and the Florida Office of Insurance Regulation for amounts that were not material to the Company.

Similarly, in August 2005, HRH entered into an agreement with the Attorney General of the State of Connecticut and the Insurance Commissioner of the State of Connecticut to resolve all issues related to their investigations into certain insurance brokerage and insurance agency practices and to settle a lawsuit brought in August 2005 by the Connecticut Attorney General alleging violations of the Connecticut Unfair Trade Practices Act and the Connecticut Unfair Insurance Practices Act. As part of this settlement, HRH agreed to take certain actions including establishing a $30 million national fund for distribution to certain clients; enhancing disclosure practices for agency and broker clients; and declining to accept contingent compensation on brokerage business.

On February 16, 2010, the Company entered into the Amended and Restated Assurance of Discontinuance with the Attorney General of the State of New York and the Amended and Restated Stipulation with the Superintendent of Insurance of the State of New York (the ‘Amended and Restated AOD’) on behalf of itself and its named subsidiaries. The Amended and Restated AOD was effective February 11, 2010 and supersedes and replaces the Original AOD.

The Amended and Restated AOD specifically recognizes that the Company has substantially met its obligations under the Original AOD and ends many of the requirements previously imposed. It relieves the Company of a number of technical compliance obligations that have imposed significant administrative and financial burdens on its operations. The Amended and Restated AOD no longer limits the types of compensation the Company can receive and has lowered the compensation disclosure requirements. The Amended and Restated AOD requires the Company among, other things to: (i) in New York, and each of the other 49 states of the United States, the District of Columbia and U.S. territories, provide compensation disclosure that will, at a minimum, comply with the terms of the applicable regulations, as may be amended from time to time, or the provisions of the AOD that existed prior to the adoption of the Amended and Restated AOD; and (ii) maintain its compliance programs and continue to provide appropriate training to relevant employees in business ethics, professional obligations, conflicts of interest, and antitrust and trade practices compliance.

European Commission Sector Inquiry

In 2006, the European Commission issued questionnaires pursuant to its Sector Inquiry or, in respect of Norway, the European Free Trade Association Surveillance Authority, related to insurance business practices, including compensation arrangements for brokers, to at least 150 European brokers including our operations in nine European countries. The Company filed responses to the European Commission and the European Free Trade Association Surveillance Authority questionnaires. The European Commission reported on September 25, 2007, expressing concerns over potential conflicts of interest in the industry relating to remuneration and binding authorities and also over the nature of the coinsurance market. The Company cooperated with both the European Free Trade Association Surveillance Authority and the European Commission to resolve issues raised in its final report regarding coinsurance as required of the industry by the European Commission. The Company has recently learned that the European Commission has renewed its interest in the coinsurance market and we anticipate that, like our competitors and insurers, our European subsidiaries will receive further questionnaires on this matter later this year or early 2012.

Contingent Compensation Class Action

Since August 2004, the Company and HRH (along with various other brokers and insurers) have been named as defendants in purported class actions in various courts across the United States. All of these actions have been consolidated into a single action in the US District Court for the District of New Jersey (‘MDL’). These actions allege that the brokers breached their duties to their clients by entering into contingent compensation agreements with either no disclosure or limited disclosure to clients and participated in other improper activities. Plaintiffs seek monetary damages, including punitive damages, and certain equitable relief. In May 2011, the majority of defendants, including the Company and HRH, entered into a written settlement agreement with plaintiffs. On June 28, 2011, the Judge entered an Order granting preliminary approval to the settlement agreement. Notice of the settlement will be sent to all members of the class and each member will have the opportunity to opt out of the settlement and pursue its own individual claim against any defendant. A Fairness Hearing to decide if the settlement should be given final approval is scheduled for September 14, 2011. The amount of the proposed settlement to be paid by the Company and HRH is immaterial and was previously reserved.

Additional actions could be brought in the future by individual policyholders. The Company disputes the allegations in all of these suits and has been and intends to continue to defend itself vigorously against these actions. The outcomes of these lawsuits, however, including any losses or other payments that may occur as a result, cannot be predicted at this time.

Reinsurance Market Dispute

Various legal proceedings are pending, have concluded, or may commence between reinsurers, reinsureds and in some cases their intermediaries, including reinsurance brokers, relating to personal accident excess of loss reinsurance for the years 1993 to 1998. The proceedings principally concern allegations by reinsurers that they have sustained substantial losses due to an alleged abnormal ‘spiral’ in the market in which the reinsurance contracts were placed, the existence and nature of which, as well as other information, was not disclosed to them by the reinsureds or their reinsurance broker.

A ‘spiral’ is a market term for a situation in which reinsureds and reinsurers reinsure each other with the effect that the same loss or portion of that loss moves through the market multiple times.

The reinsurers concerned have taken the position that, despite their decisions to underwrite risks or a group of risks, they are no longer bound by their reinsurance contracts. As a result, they have stopped settling claims and are seeking to recover claims already paid. The Company also understands that there have been arbitration awards in relation to a ‘spiral,’ among other things, in which the reinsurer successfully argued that it was no longer bound by parts of its reinsurance program. Willis Limited, the Company’s principal insurance brokerage subsidiary in the United Kingdom, acted as the reinsurance broker or otherwise as intermediary, but not as an underwriter, for numerous personal accident reinsurance contracts. Due to the small number of reinsurance brokers generally, Willis Limited also utilized other brokers active in this market as sub-agents, including brokers who are parties to the legal proceedings described above, for certain contracts and may be responsible for any errors and omissions they may have made. In July 2003, one of the reinsurers received a judgment in the English High Court against certain parties, including a sub-broker Willis Limited used to place two of the contracts involved in this trial. Although neither the Company nor any of its subsidiaries were a party to this proceeding or any arbitration, Willis Limited entered into tolling agreements with certain of the principals to the reinsurance contracts tolling the statute of limitations pending the outcome of proceedings between the reinsureds and reinsurers.

Two former clients of Willis Limited, American Reliable Insurance Company and one of its associated companies (‘ARIC’), and CNA Insurance Company Limited and two of its associated companies (‘CNA’) terminated their respective tolling agreements with Willis Limited and commenced litigation in September 2007 and January 2008, respectively, in the English Commercial Court against Willis Limited. ARIC alleged conspiracy between a former Willis Limited employee and the ARIC underwriter as well as negligence and CNA alleged deceit and negligence by the same Willis Limited employee both in connection with placements of personal accident reinsurance in the excess of loss market in London and elsewhere. On June 9, 2009, Willis Limited entered into a settlement agreement under which Willis Limited paid a total of $139 million to ARIC, which was covered by errors and omissions insurance. On September 11, 2009, Willis Limited entered into a settlement agreement under which Willis Limited paid a total of $130 million to CNA. The Company has collected in full from errors and omissions insurers. The settlements include no admission of wrongdoing by any party. Each party also realized and waived all claims it may have against any of the other parties arising out of or in connection with the subject matter of the litigation.

From time to time, former clients or their reinsurers request co-operation from the Company and suggest that claims may be asserted against the Company. Such claims may be made against the Company if reinsurers do not pay claims on policies issued by them. A number of mutual releases have been entered by the Company or its subsidiaries with former clients and/or reinsurers for no financial consideration. The Company cannot predict at this time whether any further claims will be made or the damages that may be alleged.

Gender Discrimination Class Action

In December 2006, a purported class action was filed against the Company in the United States District Court, Southern District of New York, alleging that the Company discriminated against female officers and officer equivalent employees on the basis of their gender and seeking injunctive relief, monetary damages and attorneys’ fees and costs. In January 2011, the Company reached a monetary settlement with plaintiffs that resolves all individual and class claims. The amount of this settlement is not material. However, this matter cannot be formally and finally settled until the Court approves the settlement and until members of the class are given an opportunity to object to the terms of the settlement.

World Trade Center

The Company acted as the insurance broker, but not as an underwriter, for the placement of both property and casualty insurance for a number of entities which were directly impacted by the September 11, 2001 destruction of the World Trade Center complex, including Silverstein Properties LLC, which acquired a 99-year leasehold interest in the twin towers and related facilities from the Port Authority of New York and New Jersey in July 2001. Although the World Trade Center complex insurance was bound at or before the July 2001 closing of the leasehold acquisition, consistent with standard industry practice, the final policy wording for the placements was still in the process of being finalized when the twin towers and other buildings in the complex were destroyed on September 11, 2001. There have been a number of lawsuits in the United States between the insured parties and the insurers for several placements. Other disputes may arise in respect of insurance placed by us which could affect the Company including claims by one or more of the insureds that the Company made culpable errors or omissions in connection with our brokerage activities. However, the Company does not believe that our role as broker will lead to liabilities which in the aggregate would have a material adverse effect on our results of operations, financial condition or liquidity.

Stanford Financial Group Litigation

The Company has been named as a defendant in six 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 six actions are as follows:

•   Troice, et al. v. Willis of Colorado, Inc., et al., C.A. No. 3:09-CV-01274-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, 2010, plaintiffs filed the operative Third Amended Class Action Complaint 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, which motions are currently pending. It may be several months or longer before rulings are issued on these motions.

•   Ranni v. Willis of Colorado, Inc., et al., C.A. No. 09-22085, 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. 3:09-CV-01474-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 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, where it is currently pending. 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-01862-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. 2011CI02585, 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 April 13, 2011, the JPML issued a conditional transfer order for the transfer of Rishmague to the Northern District of Texas, which the plaintiffs moved to vacate on May 13, 2011. That motion is currently pending. The defendants have not yet responded to the complaint in Rishmague.

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.

Regulatory Investigation

Given the increased interest expressed by US and UK regulators in the effectiveness of compliance controls relating to financial crime in our market sector in particular, we began a voluntary internal review of our policies and controls four years ago. This review includes analysis and advice from external experts on best practices, review of public regulatory decisions, and discussions with government regulators in the US and UK. In addition, the UK Financial Services Authority (the ‘FSA’) conducted an investigation of Willis Limited’s, our UK brokerage subsidiary, compliance systems and controls between 2005 and 2009. On July 21, 2011, we and the FSA announced a settlement under which the FSA concluded its investigation by assessing a £7 million ($11 million) fine on Willis Limited for lapses in its implementation and documentation of its controls to counter the risks of improper payments being made to non-FSA authorized overseas third parties engaged to help win business, particularly in high risk jurisdictions.

As a result of the FSA settlement, we will also be conducting a further internal review of all payments made between 2005 and 2009. We also continue to fully cooperate with our US regulators, however we are unable to predict at this time when our discussions with them will be concluded. We do not believe that this further internal review or our discussions with the US regulators will result in any material fines or sanctions, but there can be no assurance that any resolution will not have an adverse impact on our ability to conduct our business in certain jurisdictions. While we believe that our current systems and controls are adequate and in accordance with all applicable laws and regulations, we cannot assure that such systems and controls will prevent any violations of applicable laws and regulations.

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Salaries and Benefits Expense (Tables)

6 Months Ended

Jun. 30, 2011

Salaries and Benefits Expense (Tables) [Abstract]

Severance liability

	June 30,
	2011
	(millions)
Balance at January 1, 2011	$	—
Severance costs accrued		55
Cash payments		(29	)
Foreign exchange		—
Balance at end of period	$	26

Cash retention awards

	Three months ended				Six months ended
	June 30,				June 30,
	2011		2010		2011		2010
	(millions)
Cash retention awards made	$	11	$	16	$	206	$	185
Amortization of cash retention awards included in salaries and benefits		44		32		88		60

XML



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

6 Months Ended

Jun. 30, 2011

Financial Information For Parent Issuer Guarantor Subsidiaries and Non-Guarantor Subsidiaries (Tables) [Abstract]

Condensed Consolidated Statement of Operations

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

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

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

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

Condensed Consolidated Statement of Cash Flows

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

	Six months ended June 30, 2010
	Willis
	Group
	Holdings —
	the Parent			The						Consolidating
	Issuer			Guarantors			Other			adjustments			Consolidated
	(millions)
NET CASH PROVIDED BY (USED IN) OPERATING ACTIVITIES	$	569		$	363		$	(22	)	$	(756	)	$	154
CASH FLOWS FROM INVESTING ACTIVITIES
Proceeds on disposal of fixed and intangible assets		—			—			4			—			4
Additions to fixed assets		—			(13	)		(32	)		—			(45	)
Acquisitions of subsidiaries, net of cash acquired		—			—			(15	)		—			(15	)
Acquisitions of investments in associates		—			—			(1	)		—			(1	)
Net cash used in investing activities		—			(13	)		(44	)		—			(57	)
CASH FLOWS FROM FINANCING ACTIVITIES
Proceeds from draw down of revolving credit facility		—			30			—			—			30
Repayments of debt		—			(61	)		(9	)		—			(70	)
Proceeds from issue of shares		17			—			—			—			17
Amounts owed by and to Group undertakings		(542	)		(210	)		752			—			—
Excess tax benefits from share-based payment arrangement		—			—			1			—			1
Dividends paid		(44	)		(132	)		(669	)		756			(89	)
Acquisition of noncontrolling interests		—			—			(4	)		—			(4	)
Dividends paid to noncontrolling interests		—			—			(22	)		—			(22	)
Net cash (used in) provided by financing activities		(569	)		(373	)		49			756			(137	)
DECREASE IN CASH AND CASH EQUIVALENTS		—			(23	)		(17	)		—			(40	)
Effect of exchange rate changes on cash and cash equivalents		—			—			(14	)		—			(14	)
CASH AND CASH EQUIVALENTS, BEGINNING OF YEAR		—			104			117			—			221
CASH AND CASH EQUIVALENTS, END OF YEAR	$	—		$	81		$	86		$	—		$	167

Condensed Consolidated Balance Sheet

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

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

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Supplemental Disclosures of Cash Flow Information (Tables)

6 Months Ended

Jun. 30, 2011

Supplemental Disclosures Of Cash Flow Information (Tables) [Abstract]

Supplemental disclosures regarding cash flow information and non-cash flow investing and financing activities

	Six months ended
	June 30,
	2011			2010
	(millions)
Supplemental disclosures of cash flow information:
Cash (receipts) payments for income taxes, net of cash received	$	(24	)	$	56
Cash payments for interest		62			82
Supplemental disclosures of non-cash flow investing and financing activities:
Write-off of unamortized debt issuance costs	$	(13	)	$	—
Acquisitions:
Fair value of assets acquired	$	2		$	1
Less: Liabilities assumed		—			—
Net assets acquired, net of cash acquired	$	2		$	1

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

6 Months Ended

Jun. 30, 2011

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

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

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

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

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

Presented below is condensed consolidating financial information for:

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

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

The entities included in the Guarantors column as of June 30, 2011 and December 31, 2010 are Willis Netherlands Holdings B.V., Willis Investment UK Holdings Limited, TA I Limited, Trinity Acquisition plc, Willis Group Limited and Willis North America.

Condensed Consolidating Statement of Operations

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

Condensed Consolidating Statement of Operations

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

Condensed Consolidating Statement of Operations

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

Condensed Consolidating Statement of Operations

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

Condensed Consolidating Balance Sheet

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

Condensed Consolidating Balance Sheet

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

Condensed Consolidating Statement of Cash Flows

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

Condensed Consolidating Statement of Cash Flows

	Six months ended June 30, 2010
	Willis
	Group
	Holdings —
	the Parent			The						Consolidating
	Issuer			Guarantors			Other			adjustments			Consolidated
	(millions)
NET CASH PROVIDED BY (USED IN) OPERATING ACTIVITIES	$	569		$	363		$	(22	)	$	(756	)	$	154
CASH FLOWS FROM INVESTING ACTIVITIES
Proceeds on disposal of fixed and intangible assets		—			—			4			—			4
Additions to fixed assets		—			(13	)		(32	)		—			(45	)
Acquisitions of subsidiaries, net of cash acquired		—			—			(15	)		—			(15	)
Acquisitions of investments in associates		—			—			(1	)		—			(1	)
Net cash used in investing activities		—			(13	)		(44	)		—			(57	)
CASH FLOWS FROM FINANCING ACTIVITIES
Proceeds from draw down of revolving credit facility		—			30			—			—			30
Repayments of debt		—			(61	)		(9	)		—			(70	)
Proceeds from issue of shares		17			—			—			—			17
Amounts owed by and to Group undertakings		(542	)		(210	)		752			—			—
Excess tax benefits from share-based payment arrangement		—			—			1			—			1
Dividends paid		(44	)		(132	)		(669	)		756			(89	)
Acquisition of noncontrolling interests		—			—			(4	)		—			(4	)
Dividends paid to noncontrolling interests		—			—			(22	)		—			(22	)
Net cash (used in) provided by financing activities		(569	)		(373	)		49			756			(137	)
DECREASE IN CASH AND CASH EQUIVALENTS		—			(23	)		(17	)		—			(40	)
Effect of exchange rate changes on cash and cash equivalents		—			—			(14	)		—			(14	)
CASH AND CASH EQUIVALENTS, BEGINNING OF YEAR		—			104			117			—			221
CASH AND CASH EQUIVALENTS, END OF YEAR	$	—		$	81		$	86		$	—		$	167

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Other Assets

6 Months Ended

Jun. 30, 2011

Other Assets [Abstract]

OTHER ASSETS

12.   OTHER ASSETS

An analysis of other assets is as follows:

	June 30,		December 31,
	2011		2010
	(millions)
Other current assets
Unamortized cash retention awards	$	148	$	125
Prepayments and accrued income		58		73
Derivatives		17		17
Debt issuance costs		8		8
Income tax receivable		42		69
Other receivables		54		48
Total other current assets	$	327	$	340
Other non-current assets
Unamortized cash retention awards	$	145	$	48
Deferred compensation plan assets		115		114
Prepayments and accrued income		17		—
Debt issuance costs		19		27
Derivatives		33		30
Income taxes receivable		11		—
Other receivables		25		14
Total other non-current assets	$	365	$	233
Total other assets	$	692	$	573

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Salaries and Benefits Expense

6 Months Ended

Jun. 30, 2011

Salaries and Benefits Expense [Abstract]

SALARIES AND BENEFITS EXPENSE

3.   SALARIES AND BENEFITS EXPENSE

Severance Costs

As part of the Company’s 2011 Operational Review, the Company incurred severance costs of $55 million in the six months ended June 30, 2011 (three months ended June 30, 2011: $9 million). These costs relate to approximately 600 positions that have been eliminated (three months ended June 30, 2011: approximately 150 positions).

$49 million of these severance costs for these employees were recognized pursuant to a one-time benefit arrangement, with the remaining $6 million recognized pursuant to the terms of employees’ existing benefit arrangements or employee arrangements. All of these costs have been recognized within salaries and benefits.

In addition to the severance incurred as part of the 2011 Operational Review, an additional charge of $2 million in the six months ended June 30, 2011 (three months ended June 30, 2011: $nil) was recognised within salaries and benefits relating to the waiver of retention awards held on the balance sheet for the approximately 600 positions that have been eliminated.

The Company’s severance liability under the 2011 Operational Review was:

	June 30,
	2011
	(millions)
Balance at January 1, 2011	$	—
Severance costs accrued		55
Cash payments		(29	)
Foreign exchange		—
Balance at end of period	$	26

It is estimated that a total of $70 million will be incurred under the 2011 Operational Review for severance throughout 2011 across the Group.

The Company evaluates the performance of its operating segments based on organic revenue growth and operating income. For internal reporting and segmental reporting, segmental management are not held accountable for certain items deemed to be centrally-controlled costs and initiatives, which includes the 2011 Operational Review. See Note 18 — Segment Information for an analysis of centrally-controlled costs and initiatives, including the 2011 Operational Review costs, disclosed within ‘Corporate and Other’.

Severance costs also arise in the normal course of business and these charges amounted to $nil in the six months ended June 30, 2011 (2010: $11 million). Of these costs, $nil was incurred in the three months ended June 30, 2011 (2010: $3 million).

Other Salaries and Benefits Expense

The Company also incurred other salaries and benefits costs as part of the 2011 Operational Review of $35 million in the six months ended June 30, 2011 (three months ended June 30, 2011: $1 million) relating primarily to the buy out of previously existing incentive schemes and other contractual arrangements.

Cash Retention Awards

As part of the Company’s incentive compensation, the Company makes annual cash retention awards to its employees. Employees must repay a proportionate amount of these awards if they voluntarily leave the Company’s employ (other than in the event of retirement or permanent disability) before a certain time period, currently up to three years. The Company makes cash payments to its employees in the year it grants these retention awards and recognizes these payments ratably over the period they are subject to repayment, beginning in the quarter in which the award is made. The unamortized portion of cash retention awards is recorded within Other Assets.

The following table sets out the amount of cash retention awards made and the related amortization of those awards for the three and six months ended June 30, 2011 and 2010:

	Three months ended				Six months ended
	June 30,				June 30,
	2011		2010		2011		2010
	(millions)
Cash retention awards made	$	11	$	16	$	206	$	185
Amortization of cash retention awards included in salaries and benefits		44		32		88		60

Unamortized cash retention awards totaled $293 million as of June 30, 2011 (December 31, 2010: $173 million; June 30, 2010: $217 million).

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Other Assets (Tables)

6 Months Ended

Jun. 30, 2011

Other Assets (Tables) [Abstract]

Analysis of other assets

	June 30,		December 31,
	2011		2010
	(millions)
Other current assets
Unamortized cash retention awards	$	148	$	125
Prepayments and accrued income		58		73
Derivatives		17		17
Debt issuance costs		8		8
Income tax receivable		42		69
Other receivables		54		48
Total other current assets	$	327	$	340
Other non-current assets
Unamortized cash retention awards	$	145	$	48
Deferred compensation plan assets		115		114
Prepayments and accrued income		17		—
Debt issuance costs		19		27
Derivatives		33		30
Income taxes receivable		11		—
Other receivables		25		14
Total other non-current assets	$	365	$	233
Total other assets	$	692	$	573

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Fair Value Measurement

6 Months Ended

Jun. 30, 2011

Fair Value Measurement [Abstract]

FAIR VALUE MEASUREMENT

9.   FAIR VALUE MEASUREMENT

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:

	June 30, 2011
	Quoted
	prices in
	active markets
	for		Significant other		Significant other
	identical assets		observable inputs		unobservable inputs
	Level 1		Level 2		Level 3		Total
	(millions)
Assets at fair value:
Cash and cash equivalents	$	317	$	—	$	—	$	317
Fiduciary funds—restricted (included within Fiduciary assets)		1,957		—		—		1,957
Derivative financial instruments		—		50		—		50
Total assets	$	2,274	$	50	$	—	$	2,324
Liabilities at fair value:
Derivative financial instruments	$	—	$	14	$	—	$	14
Changes in fair value of hedged debt(i)		—		16		—		16
Total liabilities	$	—	$	30	$	—	$	30

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

	December 31, 2010
	Level 1		Level 2		Level 3		Total
	(millions)
Assets at fair value:
Cash and cash equivalents	$	316	$	—	$	—	$	316
Fiduciary funds—restricted (included within Fiduciary assets)		1,764		—		—		1,764
Derivative financial instruments		—		47		—		47
Total assets	$	2,080	$	47	$	—	$	2,127
Liabilities at fair value:
Derivative financial instruments	$	—	$	12	$	—	$	12
Changes in fair value of hedged debt(i)		—		12		—		12
Total liabilities	$	—	$	24	$	—	$	24

⁽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.

	June 30, 2011				December 31, 2010
	Carrying		Fair		Carrying		Fair
	amount		value		amount		value
	(millions)
Assets:
Cash and cash equivalents	$	317	$	317	$	316	$	316
Fiduciary funds—restricted (included within Fiduciary assets)		1,957		1,957		1,764		1,764
Derivative financial instruments		50		50		47		47
Liabilities:
Short-term debt	$	114	$	114	$	110	$	110
Long-term debt		2,307		2,436		2,157		2,450
Derivative financial instruments		14		14		12		12

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

Cash and cash equivalents — The estimated fair value of these financial instruments approximates their carrying values due to their short maturities.

Fiduciary funds-restricted — Fair values are based on quoted market values.

Long-term debt excluding the fair value hedge — Fair values are based on quoted market values.

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.

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Debt

6 Months Ended

Jun. 30, 2011

Debt [Abstract]

DEBT

14.   DEBT

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

	June 30,		December 31,
	2011		2010
	(millions)
Current portion of 5-year term loan facility	$	110	$	110
6.000% loan notes due 2012		4		—
	$	114	$	110

Long-term debt consists of the following:

	June 30,		December 31,
	2011		2010
	(millions)
5-year term loan facility	$	246	$	301
Revolving $300 million credit facility		—		90
6.000% loan notes due 2012		—		4
5.625% senior notes due 2015		350		350
Fair value adjustment on 5.625% senior notes due 2015		16		12
12.875% senior notes due 2016		—		500
4.125% senior notes due 2016		299		—
6.200% senior notes due 2017		600		600
7.000% senior notes due 2019		300		300
5.750% senior notes due 2021		496		—
	$	2,307	$	2,157

The 5-year term loan facility bears interest at LIBOR plus 2.250% and is repayable at $27 million per quarter, with a final payment of $115 million currently due in the fourth quarter of 2013.

In March 2011, the Company issued $300 million of 4.125% senior notes due 2016 and $500 million of 5.750% senior notes due 2021. The effective interest rates of these senior notes are 4.240% and 5.871% respectively, which include the impact of the discount upon issuance. The proceeds were used to repurchase $465 million of 12.875% senior notes due 2016 including a make-whole payment (representing a slight discount to the contractual make-whole amount) of $146 million. Following the repurchase the Company wrote off $13 million of unamortized debt issuance costs in first quarter 2011.

In March 2011, the Company irrevocably called the remaining $35 million of the 12.875% senior notes due 2016, which required a contractual make-whole redemption amount of approximately $12 million, expensed in first quarter 2011. The redemption was completed on April 18, 2011.

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Equity and Noncontrolling Interests (Details 1) (USD $) In Millions	3 Months Ended		6 Months Ended
	Jun. 30, 2011	Jun. 30, 2010	Jun. 30, 2011	Jun. 30, 2010
Effects of changes in ownership interest in subsidiaries
Net income attributable to Willis Group Holdings	$ 85	$ 89	$ 119	$ 293
Transfers From Noncontrolling Interest:
Decrease in Willis Group Holdings paid-in capital for purchase of noncontrolling interests			0	(14)
Net Transfers to Noncontrolling Interests			0	(14)
Change from net income attributable to Willis Group Holdings and transfers from noncontrolling interests			119	279
Willis Group Holdings stockholders [Member]
Effects of changes in ownership interest in subsidiaries
Net income attributable to Willis Group Holdings			$ 119	$ 293

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Goodwill

6 Months Ended

Jun. 30, 2011

Goodwill [Abstract]

Goodwill

10.   GOODWILL

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

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 operating segment for the three and six months ended June 30, 2011 and the year ended December 31, 2010 are as follows:

				North
	Global			America			International			Total
	(millions)
Balance at January 1, 2010	$	1,065		$	1,780		$	432		$	3,277
Purchase price allocation adjustments		—			6			—			6
Other movements(i)		—			(3	)		—			(3	)
Foreign exchange		(2	)		—			16			14
Balance at December 31, 2010	$	1,063		$	1,783		$	448		$	3,294
Purchase price allocation adjustments		—			—			2			2
Other movements(i)(ii)		60			—			(61	)		(1	)
Foreign exchange		3			—			19			22
Balance at June 30, 2011	$	1,126		$	1,783		$	408		$	3,317

(i)

North America—$1 million (2010 : $3 million) tax benefit arising on the exercise of fully vested HRH stock options which were issued as part of the acquisition of HRH in 2008.

(ii)

Effective January 1, 2011, the Company changed its internal reporting structure: Global Markets International, previously reported within the International segment, is now reported in the Global segment; and Mexico Retail, which was previously reported within the International segment, is now reported in the North America segment. As a result of these changes, goodwill of $60 million has been reallocated from the International segment into the Global segment for Global Markets International, and $1 million has been reallocated from the International segment into the North America segment for Mexico Retail. Goodwill has been reallocated between segments using the relative fair value allocation approach.

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Fair Value Measurement (Tables)

6 Months Ended

Jun. 30, 2011

Fair Value Measurement (Tables) [Abstract]

Assets and liabilities measured at fair value on a recurring basis

	June 30, 2011
	Quoted
	prices in
	active markets
	for		Significant other		Significant other
	identical assets		observable inputs		unobservable inputs
	Level 1		Level 2		Level 3		Total
	(millions)
Assets at fair value:
Cash and cash equivalents	$	317	$	—	$	—	$	317
Fiduciary funds—restricted (included within Fiduciary assets)		1,957		—		—		1,957
Derivative financial instruments		—		50		—		50
Total assets	$	2,274	$	50	$	—	$	2,324
Liabilities at fair value:
Derivative financial instruments	$	—	$	14	$	—	$	14
Changes in fair value of hedged debt(i)		—		16		—		16
Total liabilities	$	—	$	30	$	—	$	30

	December 31, 2010
	Level 1		Level 2		Level 3		Total
	(millions)
Assets at fair value:
Cash and cash equivalents	$	316	$	—	$	—	$	316
Fiduciary funds—restricted (included within Fiduciary assets)		1,764		—		—		1,764
Derivative financial instruments		—		47		—		47
Total assets	$	2,080	$	47	$	—	$	2,127
Liabilities at fair value:
Derivative financial instruments	$	—	$	12	$	—	$	12
Changes in fair value of hedged debt(i)		—		12		—		12
Total liabilities	$	—	$	24	$	—	$	24

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

	June 30, 2011				December 31, 2010
	Carrying		Fair		Carrying		Fair
	amount		value		amount		value
	(millions)
Assets:
Cash and cash equivalents	$	317	$	317	$	316	$	316
Fiduciary funds—restricted (included within Fiduciary assets)		1,957		1,957		1,764		1,764
Derivative financial instruments		50		50		47		47
Liabilities:
Short-term debt	$	114	$	114	$	110	$	110
Long-term debt		2,307		2,436		2,157		2,450
Derivative financial instruments		14		14		12		12

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Derivative Financial Instruments and Hedging Activities

6 Months Ended

Jun. 30, 2011

Derivative Financial Instruments and Hedging Activities [Abstract]

DERIVATIVE FINANCIAL INSTRUMENTS AND HEDGING ACTIVITIES

8.   DERIVATIVE FINANCIAL INSTRUMENTS AND HEDGING ACTIVITIES

Fair value of derivative financial instruments

In addition to the note below, see Note 9 for information about the fair value hierarchy of derivatives.

Primary risks managed by derivative financial instruments

The main risks arising from the Company’s financial instruments are interest rate risk, liquidity risk, foreign currency risk and credit risk. The Company’s board of directors reviews and agrees to 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 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

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 enters 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 converts groups of short-term variable rate investments to fixed rates.

The fair value of these contracts is recorded in other assets and other liabilities. For contracts that qualify as cash flow hedges for accounting purposes, the effective portions of changes in fair value are recorded as a component of other comprehensive income.

At June 30, 2011, the Company had the following derivative financial instruments that were designated as cash flow hedges of interest rate risk:

		Notional		Fair
		amount(i)		value
		(millions)
US dollar	Receive fixed-pay variable	$	840	$	10
Pounds sterling	Receive fixed-pay variable		250		3
Euro	Receive fixed-pay variable		146		—

⁽ⁱ⁾ Notional amounts represent US dollar equivalents translated at the spot rate as of June 30, 2011.

The Company’s operations are financed principally by $2,050 million fixed rate senior notes and $356 million under a 5-year term loan facility. Of the fixed rate senior notes, $350 million are due 2015, $300 million are due 2016, $600 million are due 2017, $300 million are due 2019 and $500 million are due 2021. At June 30, 2011, we had $nil million outstanding under our $300 million revolving credit facility and $nil outstanding under both our $200 million facility and our $20 million UK facility which is solely for use by our main regulated UK entity in certain exceptional circumstances.

The 5-year term loan facility bears interest at LIBOR plus 2.250%. Drawings under the revolving $300 million credit facility bear interest at LIBOR plus 2.250%. Drawings under the revolving $200 million credit facility bear interest at LIBOR plus a margin of either 1.750% or 2.750% depending upon the currency of the loan. This margin applies 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.

During the six months ended June 30, 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 has designated and accounts for these instruments as fair value hedges against its $350 million 5.625% senior notes due 2015. The fair values of the interest rate swaps are included within other assets or other liabilities and the fair value of the hedged element of the senior notes is included within long-term debt.

At June 30, 2011 and December 31, 2010, the Company’s interest rate swaps were all designated as hedging instruments.

Liquidity risk

The Company’s objective is to ensure that it has the ability to generate sufficient cash either from internal or external sources, in a timely and cost-effective manner, to meet its commitments as they fall due. The Company’s management of liquidity risk is embedded within its overall risk management framework. Scenario analysis is continually undertaken to ensure that the Company’s resources can meet its liquidity requirements. These resources are supplemented by access to a total $520 million under three revolving credit facilities.

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;

•   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; and

•   to the extent that the net sterling asset or liability position in its London market operations relate to short-term cash flows, the Company limits its exposure by the use of forward purchases and sales. These forward purchases and sales are not effective hedges for accounting purposes.

The Company does not hedge net income earned within foreign subsidiaries outside of the UK.

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 June 30, 2011 and December 31, 2010, the Company’s foreign currency contracts were all designated as hedging instruments except for those relating to short-term cash flows in its London market operations.

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 at June 30, 2011.

			Fair
	Sell(i)		value
	(millions)
US dollar	$	325	$	10
Euro		161		(5	)
Japanese yen		64		(4	)

⁽ⁱ⁾ Foreign currency notional amounts are reported in US dollars translated at contracted exchange rates.

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; however, it is the Company’s policy to enter into master netting arrangements with counterparties as practical.

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 June 30, 2011.

Derivative financial instruments

The table below presents the fair value of the Company’s derivative financial instruments and their balance sheet classification at June 30, 2011 and December 31, 2010:

		Fair value
	Balance sheet	June 30,
Derivative financial instruments designated as hedging instruments:	classification	2011			December 31, 2010
		(millions)
Assets:
Interest rate swaps (cash flow hedges)	Other assets	$	15		$	17
Interest rate swaps (fair value hedges)	Other assets		22			14
Forward exchange contracts	Other assets		13			16
Total derivatives designated as hedging instruments		$	50		$	47
Liabilities:
Interest rate swaps (cash flow hedges)	Other liabilities		(2	)		(2	)
Forward exchange contracts	Other liabilities		(12	)		(10	)
Total derivatives designated as hedging instruments		$	(14	)	$	(12	)

Cashflow hedges

The table below presents the effects of derivative financial instruments in cash flow hedging relationships on the consolidated statements of operations and the consolidated statements of equity for the three and six months ended June 30, 2011 and 2010:

									Amount of
									gain (loss)
					Amount of				recognized
					gain (loss)				in income
	Amount of				reclassified				on derivative
	gain (loss)				from				(ineffective
	recognized				accumulated			Location of gain (loss)	hedges and
	in OCI(i)			Location of gain (loss)	OCI(i) into			recognized in income	ineffective
	on derivative			reclassified from	income			on derivative (ineffective	element of
Derivatives in cash flow	(effective			accumulated OCI(i) into	(effective			hedges and ineffective	effective
hedging relationships	element)			income (effective element)	element)			element of effective hedges)	hedges)
	(millions)				(millions)				(millions)
Three months ended June 30, 2011
Interest rate swaps	$	6		Investment income	$	(4	)	Other operating expenses	$	—
Forward exchange contracts		(7	)	Other operating expenses		—		Interest expense		—
Total	$	(1	)		$	(4	)		$	—
Three months ended June 30, 2010
Interest rate swaps	$	6		Investment income	$	(6	)	Other operating expenses	$	—
Forward exchange contracts		7		Other operating expenses		2		Interest expense		—
Total	$	13			$	(4	)		$	—
Six months ended June 30, 2011
Interest rate swaps	$	4		Investment income	$	(8	)	Other operating expenses	$	—
Forward exchange contracts		(5	)	Other operating expenses		(1	)	Interest expense		1
Total	$	(1	)		$	(9	)		$	1
Six months ended June 30, 2010
Interest rate swaps	$	11		Investment income	$	(13	)	Other operating expenses	$	—
Forward exchange contracts		4		Other operating expenses		7		Interest expense		—
Total	$	15			$	(6	)		$	—

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 rates are included in this assessment. In instances where the timing of expected cashflows 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 June 30, 2011 the Company estimates there will be $2 million of net derivative gains reclassified from accumulated comprehensive income into earnings within the next twelve months.

Fair value hedges

The table below presents the effects of derivative financial instruments in fair value hedging relationships on the consolidated statements of operations for the three and six months ended June 30, 2011 and 2010.

					Gain (loss)			Ineffectiveness
		Gain (loss)			recognized			recognized in
	Hedged item in fair value	recognized			for hedged			interest
Derivatives in fair value hedging relationships	hedging relationship	for derivative			item			expense
					(millions)
Three months ended June 30, 2011
Interest rate swaps	5.625% senior notes due 2015	$	(6	)	$	6		$	—
Three months ended June 30, 2010
Interest rate swaps	5.625% senior notes due 2015	$	12		$	(12	)	$	—
Six months ended June 30, 2011
Interest rate swaps	5.625% senior notes due 2015	$	5		$	(4	)	$	(1	)
Six months ended June 30, 2010
Interest rate swaps	5.625% senior notes due 2015	$	14		$	(14	)	$	—

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

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Commitments and Contingencies (Details) In Millions	6 Months Ended							1 Months Ended	6 Months Ended	1 Months Ended	6 Months Ended
	Jun. 30, 2011 USD ($)	Jul. 21, 2011 USD ($)	Jul. 21, 2011 GBP (£)	Jun. 09, 2009 ARIC [Member] USD ($)	Sep. 11, 2009 CNA [Member] USD ($)	Jul. 02, 2009 Troice [Member] USD ($)	Aug. 06, 2009 Canabal [Member] USD ($)	Jul. 31, 2010 Trident V Parallel Fund [Member] USD ($)	Jun. 30, 2011 Trident V Parallel Fund [Member] USD ($)	May 31, 2011 Dowling Capital Partners I [Member] USD ($)	Jun. 30, 2011 Dowling Capital Partners I [Member] USD ($)	Jun. 30, 2011 Casanova [Member] USD ($)	Mar. 11, 2011 Rishmague [Member] USD ($)	Jun. 30, 2011 Rupert [Member] USD ($)
Additional Commitments and Contingencies (Textuals) [Abstract]
Legal settlements paid				$ 139	$ 130
Minimum damage sought						1,000	1,000					5	37	300
Capital commitments								25		10
Capital contributions	4								5		0
Commitments and Contingencies (Textuals) [Abstract]
Payments made to eligible clients under Assurance of Discontinuance	50
Amount of national fund for distribution to certain clients	30
Amount of settlement of fine regarding investigation		$ 11	£ 7

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Nature of Operations

6 Months Ended

Jun. 30, 2011

Nature of Operations [Abstract]

NATURE OF OPERATIONS

1.   NATURE OF OPERATIONS

Willis Group Holdings and its subsidiaries provide 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 major corporates through its retail operations.

In its capacity as an advisor and insurance 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.

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Financial Information for Parent Issuer, Guarantor Subsidiaries and Non-Guarantor Subsidiaries (Details 2) (USD $) In Millions	6 Months Ended
	Jun. 30, 2011	Jun. 30, 2010		Dec. 31, 2010
Condensed Consolidated Statements of Cash Flows [Abstract]
NET CASH PROVIDED BY (USED IN) OPERATING ACTIVITIES	$ 126	$ 154	[1]
CASH FLOWS FROM INVESTING ACTIVITIES
Proceeds on disposal of fixed and intangible assets	5	4	[1]
Additions to fixed assets	(47)	(45)	[1]
Acquisitions of subsidiaries, net of cash acquired	(4)	(15)	[1]
Acquisition of investments in associates	(2)	(1)	[1]
Investment in Trident V Parallel Fund, LP	(4)
Net cash used in investing activities	(52)	(57)	[1]
CASH FLOWS FROM FINANCING ACTIVITIES
(Repayment of ) proceeds from draw down of revolving credit facility	(90)	30	[1]
Senior notes issued	794
Debt issuance costs	(7)
Repayments of debt	(555)	(70)	[1]
Make-whole on repurchase and redemption of senior notes	(158)
Proceeds from issue of shares	42	17	[1]
Amounts owed by (to) Group undertakings	0			0
Excess tax benefits from share-based payment arrangement	4	1	[1]
Dividends paid	(90)	(89)	[1]
Acquisition of noncontrolling interests	(9)	(4)	[1]
Dividends paid to noncontrolling interests	(12)	(22)	[1]
Net cash used in financing activities	(81)	(137)	[1]
INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS	(7)	(40)	[1]
Effect of exchange rate changes on cash and cash equivalents	8	(14)	[1]
CASH AND CASH EQUIVALENTS, BEGINNING OF PERIOD	316	221	[1]
CASH AND CASH EQUIVALENTS, END OF PERIOD	317	167	[1]
Willis Group Holdings
Condensed Consolidated Statements of Cash Flows [Abstract]
NET CASH PROVIDED BY (USED IN) OPERATING ACTIVITIES	3	569
CASH FLOWS FROM FINANCING ACTIVITIES
Senior notes issued	794
Debt issuance costs	(7)
Proceeds from issue of shares	42	17
Amounts owed by and to Group undertakings	(742)	(542)
Amounts owed by (to) Group undertakings	4,462			3,659
Dividends paid	(90)	(44)
Net cash used in financing activities	(3)	(569)
CASH AND CASH EQUIVALENTS, BEGINNING OF PERIOD	0	0
CASH AND CASH EQUIVALENTS, END OF PERIOD	0	0
The Guarantors
Condensed Consolidated Statements of Cash Flows [Abstract]
NET CASH PROVIDED BY (USED IN) OPERATING ACTIVITIES	130	363
CASH FLOWS FROM INVESTING ACTIVITIES
Additions to fixed assets	(13)	(13)
Net cash used in investing activities	(13)	(13)
CASH FLOWS FROM FINANCING ACTIVITIES
(Repayment of ) proceeds from draw down of revolving credit facility	(90)	30
Repayments of debt	(555)	(61)
Make-whole on repurchase and redemption of senior notes	(158)
Amounts owed by and to Group undertakings	705	(210)
Amounts owed by (to) Group undertakings	(4,311)			(3,588)
Dividends paid		(132)
Acquisition of noncontrolling interests	(8)
Net cash used in financing activities	(106)	(373)
INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS	11	(23)
CASH AND CASH EQUIVALENTS, BEGINNING OF PERIOD	76	104
CASH AND CASH EQUIVALENTS, END OF PERIOD	87	81
Other [Member]
Condensed Consolidated Statements of Cash Flows [Abstract]
NET CASH PROVIDED BY (USED IN) OPERATING ACTIVITIES	140	(22)
CASH FLOWS FROM INVESTING ACTIVITIES
Proceeds on disposal of fixed and intangible assets	5	4
Additions to fixed assets	(34)	(32)
Acquisitions of subsidiaries, net of cash acquired	(4)	(15)
Acquisition of investments in associates	(2)	(1)
Investment in Trident V Parallel Fund, LP	(4)
Net cash used in investing activities	(39)	(44)
CASH FLOWS FROM FINANCING ACTIVITIES
Repayments of debt		(9)
Amounts owed by and to Group undertakings	37	752
Amounts owed by (to) Group undertakings	(151)			(71)
Excess tax benefits from share-based payment arrangement	4	1
Dividends paid	(147)	(669)
Acquisition of noncontrolling interests	(1)	(4)
Dividends paid to noncontrolling interests	(12)	(22)
Net cash used in financing activities	(119)	49
INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS	(18)	(17)
Effect of exchange rate changes on cash and cash equivalents	8	(14)
CASH AND CASH EQUIVALENTS, BEGINNING OF PERIOD	240	117
CASH AND CASH EQUIVALENTS, END OF PERIOD	230	86
Consolidating Adjustments [Member]
Condensed Consolidated Statements of Cash Flows [Abstract]
NET CASH PROVIDED BY (USED IN) OPERATING ACTIVITIES	(147)	(756)
CASH FLOWS FROM FINANCING ACTIVITIES
Amounts owed by (to) Group undertakings	0			0
Dividends paid	147	756
Net cash used in financing activities	147	756
CASH AND CASH EQUIVALENTS, BEGINNING OF PERIOD	0	0
CASH AND CASH EQUIVALENTS, END OF PERIOD	$ 0	$ 0

[1] The 2010 Unaudited Condensed Consolidated Statement of Cash Flows has been recast to conform to the new balance sheet presentation. See Note 2 - Basis of Presentation and Significant Accounting Policies for details.

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Income Taxes

6 Months Ended

Jun. 30, 2011

Income Taxes [Abstract]

Income Taxes

4.   INCOME TAXES

The tables below reflect the components of the tax charge for the three and six months ended June 30, 2011:

	Three months ended June 30, 2011
	Income					Effective
	before tax		Tax			tax rate
	(millions, except percentages)
Ordinary income taxed at estimated annual effective tax rate	$	123	$	(31	)		25	%
As reported	$	123	$	(31	)		25	%

	Six months ended June 30, 2011
	Income						Effective
	before tax			Tax			tax rate
	(millions, except percentages)
Ordinary income taxed at estimated annual effective tax rate	$	317		$	(79	)		25	%
Items where tax effect is treated discretely:
Make-whole on repurchase and redemption of senior notes and write-off of unamortized debt issuance costs		(171	)		47			27	%
Non-taxable gain on disposal of operations		4			—			—	%
As reported	$	150		$	(32	)		21	%

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

The estimated annual effective tax rate applicable to ordinary income of 25 percent includes the tax benefit of expenses relating to the 2011 Operational Review, which are generally relieved at a higher rate than the Company’s annual effective tax rate calculated excluding these expenses, and the impact of the UK Financial Services Authority (‘FSA’) regulatory fine for which no tax relief is available. The tax rate effect of these items broadly nets out such that, after adjusting for their impact, the effective tax rate for the six months ended June 30, 2011 would also have been approximately 25 percent.

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Equity and Noncontrolling Interest (Tables)

6 Months Ended

Jun. 30, 2011

Equity and Noncontrolling Interest (Tables) [Abstract]

Equity and Noncontrolling Interests

	June 30, 2011									June 30, 2010
	Willis									Willis
	Group									Group
	Holdings			Noncontrolling			Total			Holdings			Noncontrolling			Total
	stockholders			interests			equity			stockholders			interests			equity
	(millions)
Balance at beginning of period	$	2,577		$	31		$	2,608		$	2,180		$	49		$	2,229
Comprehensive income:
Net income		119			12			131			293			9			302
Other comprehensive income (loss), net of tax		53			—			53			(16	)		—			(16	)
Comprehensive income		172			12			184			277			9			286
Dividends		(90	)		(12	)		(102	)		(89	)		(22	)		(111	)
Additional paid-in capital		48			—			48			33			—			33
Purchase of subsidiary shares from noncontrolling interests		—			—			—			—			(4	)		(4	)
Foreign currency translation		—			1			1			—			(4	)		(4	)
Balance at end of period	$	2,707		$	32		$	2,739		$	2,401		$	28		$	2,429

Effects of changes in ownership interest in subsidiaries

	June 30,		June 30,
	2011		2010
	(millions)
Net income attributable to Willis Group Holdings	$	119	$	293
Transfers from noncontrolling interest:
Decrease in Willis Group Holdings paid-in capital for purchase of noncontrolling interests		—		(14	)
Net transfers to noncontrolling interests		—		(14	)
Change from net income attributable to Willis Group Holdings and transfers from noncontrolling interests	$	119	$	279

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Derivative Financial Instruments and Hedging Activities (Tables)

6 Months Ended

Jun. 30, 2011

Derivative Financial Instruments And Hedging Activities (Tables) [Abstract]

Interest Rate Risk

		Notional		Fair
		amount(i)		value
		(millions)
US dollar	Receive fixed-pay variable	$	840	$	10
Pounds sterling	Receive fixed-pay variable		250		3
Euro	Receive fixed-pay variable		146		—

Foreign Currency Risk

			Fair
	Sell(i)		value
	(millions)
US dollar	$	325	$	10
Euro		161		(5	)
Japanese yen		64		(4	)

Derivative financial and hedging instruments

		Fair value
	Balance sheet	June 30,
Derivative financial instruments designated as hedging instruments:	classification	2011			December 31, 2010
		(millions)
Assets:
Interest rate swaps (cash flow hedges)	Other assets	$	15		$	17
Interest rate swaps (fair value hedges)	Other assets		22			14
Forward exchange contracts	Other assets		13			16
Total derivatives designated as hedging instruments		$	50		$	47
Liabilities:
Interest rate swaps (cash flow hedges)	Other liabilities		(2	)		(2	)
Forward exchange contracts	Other liabilities		(12	)		(10	)
Total derivatives designated as hedging instruments		$	(14	)	$	(12	)

Cashflow Hedges

									Amount of
									gain (loss)
					Amount of				recognized
					gain (loss)				in income
	Amount of				reclassified				on derivative
	gain (loss)				from				(ineffective
	recognized				accumulated			Location of gain (loss)	hedges and
	in OCI(i)			Location of gain (loss)	OCI(i) into			recognized in income	ineffective
	on derivative			reclassified from	income			on derivative (ineffective	element of
Derivatives in cash flow	(effective			accumulated OCI(i) into	(effective			hedges and ineffective	effective
hedging relationships	element)			income (effective element)	element)			element of effective hedges)	hedges)
	(millions)				(millions)				(millions)
Three months ended June 30, 2011
Interest rate swaps	$	6		Investment income	$	(4	)	Other operating expenses	$	—
Forward exchange contracts		(7	)	Other operating expenses		—		Interest expense		—
Total	$	(1	)		$	(4	)		$	—
Three months ended June 30, 2010
Interest rate swaps	$	6		Investment income	$	(6	)	Other operating expenses	$	—
Forward exchange contracts		7		Other operating expenses		2		Interest expense		—
Total	$	13			$	(4	)		$	—
Six months ended June 30, 2011
Interest rate swaps	$	4		Investment income	$	(8	)	Other operating expenses	$	—
Forward exchange contracts		(5	)	Other operating expenses		(1	)	Interest expense		1
Total	$	(1	)		$	(9	)		$	1
Six months ended June 30, 2010
Interest rate swaps	$	11		Investment income	$	(13	)	Other operating expenses	$	—
Forward exchange contracts		4		Other operating expenses		7		Interest expense		—
Total	$	15			$	(6	)		$	—

Fair Value Hedges

					Gain (loss)			Ineffectiveness
		Gain (loss)			recognized			recognized in
	Hedged item in fair value	recognized			for hedged			interest
Derivatives in fair value hedging relationships	hedging relationship	for derivative			item			expense
					(millions)
Three months ended June 30, 2011
Interest rate swaps	5.625% senior notes due 2015	$	(6	)	$	6		$	—
Three months ended June 30, 2010
Interest rate swaps	5.625% senior notes due 2015	$	12		$	(12	)	$	—
Six months ended June 30, 2011
Interest rate swaps	5.625% senior notes due 2015	$	5		$	(4	)	$	(1	)
Six months ended June 30, 2010
Interest rate swaps	5.625% senior notes due 2015	$	14		$	(14	)	$	—

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Derivative Financial Instruments and Hedging Activities (Details Textuals) (USD $) In Millions, unless otherwise specified	6 Months Ended
	Jun. 30, 2011
Derivative Instruments, Gain (Loss) [Line Items]
Cash Flow Hedge Gain (Loss) to be Reclassified within Twelve Months	$ 2
Notional amount of interest rate swaps	350
Debt Instrument, Maturity Date	Jul. 15, 2015
Senior Notes [Member]
Derivative Instruments, Gain (Loss) [Line Items]
Debt instrument, face amount	2,050
Senior Notes Due 2015 [Member]
Derivative Instruments, Gain (Loss) [Line Items]
Debt instrument, face amount	350
Debt Instrument, Interest Rate, Stated Percentage	5.625%
Senior Notes Due 2016 [Member]
Derivative Instruments, Gain (Loss) [Line Items]
Debt instrument, face amount	300
Senior Notes Due 2017 [Member]
Derivative Instruments, Gain (Loss) [Line Items]
Debt instrument, face amount	600
Senior Notes Due 2019 [Member]
Derivative Instruments, Gain (Loss) [Line Items]
Debt instrument, face amount	300
Senior Notes Due 2021 [Member]
Derivative Instruments, Gain (Loss) [Line Items]
Debt instrument, face amount	500
Five Year Term Loan Facility [Member]
Derivative Instruments, Gain (Loss) [Line Items]
Operations financed by 5-year term loan facility	356
Debt Instrument Interest	LIBOR plus 2.250%
Maturity period of term loan	5-years
Revolving credit facility [Member]
Derivative Instruments, Gain (Loss) [Line Items]
Revolving credit facilities available	520
Revolving $300 million credit facility [Member]
Derivative Instruments, Gain (Loss) [Line Items]
Debt Instrument Interest	LIBOR plus 2.250%
Line of Credit Facility, Amount Outstanding	0
Revolving credit facilities available	300
Revolving $200 million credit facility [Member]
Derivative Instruments, Gain (Loss) [Line Items]
Debt Instrument Interest	LIBOR plus either 1.750% or 2.750%
Line of Credit Facility, Amount Outstanding	0
Revolving credit facilities available	200
Revolving $20 million credit facility [Member]
Derivative Instruments, Gain (Loss) [Line Items]
Line of Credit Facility, Amount Outstanding	0
Revolving credit facilities available	$ 20

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Fair Value Measurement (Details 1) (USD $) In Millions	Jun. 30, 2011	Dec. 31, 2010	Jun. 30, 2010		Dec. 31, 2009
Assets:
Cash and cash equivalents, carrying value	$ 317	$ 316	$ 167	[1]	$ 221	[1]
Cash and cash equivalents, fair value	317	316
Fiduciary funds-restricted (included within Fiduciary assets), carrying value	1,957	1,764
Fiduciary funds-restricted (included within Fiduciary assets), fair value	1,957	1,764
Derivative financial instruments	50	47
Liabilities:
Short-term debt	114	110
Short-term Debt, fair value	114	110
Long-term debt	2,307	2,157
Long term debt, fair value	2,436	2,450
Derivative financial instruments	14	12
Estimate of Fair Value, Fair Value Disclosure [Member]
Assets:
Derivative financial instruments	50	47
Liabilities:
Derivative financial instruments	$ 14	$ 12

[1] The 2010 Unaudited Condensed Consolidated Statement of Cash Flows has been recast to conform to the new balance sheet presentation. See Note 2 - Basis of Presentation and Significant Accounting Policies for details.

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Pension Plans (Details) (USD $) In Millions	3 Months Ended		6 Months Ended
	Jun. 30, 2011	Jun. 30, 2010	Jun. 30, 2011	Jun. 30, 2010
UK Pension Benefit [Member]
Components of net periodic benefit cost (income):
Service cost	$ 10	$ 9	$ 19	$ 18
Interest cost	27	24	53	49
Expected return on plan assets	(41)	(33)	(81)	(69)
Amortization of unrecognized prior service gain	(1)	(1)	(2)	(2)
Amortization of unrecognized actuarial loss	7	9	15	18
Net periodic benefit cost	2	8	4	14
Pension Plans (Textuals) [Abstract]
Contributions made to defined benefit pension plans			46	43
Approximate expected contribution to defined pension plan for the full year 2011	92		92
US Pension Benefits [Member]
Components of net periodic benefit cost (income):
Interest cost	11	10	21	20
Expected return on plan assets	(12)	(10)	(23)	(21)
Amortization of unrecognized actuarial loss	1		2	1
Net periodic benefit cost	0		0
Pension Plans (Textuals) [Abstract]
Contributions made to defined benefit pension plans			13	13
Approximate expected contribution to defined pension plan for the full year 2011	30		30
Intl Pension Benefits [Member]
Components of net periodic benefit cost (income):
Service cost	1	2	2	3
Interest cost	2	2	4	4
Expected return on plan assets	(2)	(2)	(4)	(4)
Amortization of unrecognized actuarial loss		1		1
Net periodic benefit cost	1	3	2	4	[1]
Pension Plans (Textuals) [Abstract]
Contributions made to defined benefit pension plans			4	4
Approximate expected contribution to defined pension plan for the full year 2011	$ 7		$ 7

[1] The 2010 Unaudited Condensed Consolidated Statement of Cash Flows has been recast to conform to the new balance sheet presentation. See Note 2 - Basis of Presentation and Significant Accounting Policies for details.

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Other Assets (Details) (USD $) In Millions	Jun. 30, 2011	Dec. 31, 2010
Other current assets
Unamortized cash retention awards	$ 148	$ 125
Prepayments and accrued income	58	73
Derivatives	17	17
Debt issuance costs	8	8
Income tax receivable	42	69
Other Receivables	54	48
Total other current assets	327	340
Other non-current assets
Unamortized cash retention awards	145	48
Deferred compensation plan assets	115	114
Prepayments and accrued income	17
Debt issuance costs	19	27
Derivatives	33	30
Income Taxes Receivable, Noncurrent	11
Other receivables	25	14
Total other non-current assets	365	233
Total other assets	$ 692	$ 573

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Earnings Per Share

6 Months Ended

Jun. 30, 2011

Earnings Per Share [Abstract]

EARNINGS PER SHARE

5.   EARNINGS PER SHARE

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

At June 30, 2011, time-based and performance-based options to purchase 9.9 million and 7.5 million (2010: 12.3 million and 8.6 million) shares, respectively, and 1.4 million restricted stock units (2010: 1.7 million), respectively, were outstanding.

Basic and diluted earnings per share are as follows:

	Three months ended					Six months ended
	June 30,					June 30,
	2011			2010		2011			2010
	(millions, except per share data)
Net income attributable to Willis Group Holdings	$	85		$	89	$	119		$	293
Basic weighted average number of shares outstanding		172			170		172			169
Dilutive effect of potentially issuable shares		4			1		3			2
Diluted weighted average number of shares outstanding		176			171		175			171
Basic earnings per share:
Net income attributable to Willis Group Holdings shareholders	$	0.49		$	0.52	$	0.69		$	1.73
Dilutive effect of potentially issuable shares		(0.01	)		—		(0.01	)		(0.02	)
Diluted earnings per share:
Net income attributable to Willis Group Holdings shareholders	$	0.48		$	0.52	$	0.68		$	1.71

Options to purchase 2 million shares were not included in the computation of the dilutive effect of stock options for the three and six months ended June 30, 2011 because the effect was antidilutive (three and six months ended June 30, 2010: 13 million).

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Segment Information (Details 2) (USD $) In Millions	3 Months Ended		6 Months Ended
	Jun. 30, 2011	Jun. 30, 2010	Jun. 30, 2011	Jun. 30, 2010
Total consolidated operating income
Total consolidated operating income	$ 157	$ 169	$ 395	$ 470
Make-whole charge on repurchase and redemption of senior notes and write-off of debt issuance costs			(171)
Interest expense	(34)	(41)	(74)	(84)
Income before income taxes and interest in earnings of associates	$ 123	$ 128	$ 150	$ 386

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

6 Months Ended

Jun. 30, 2011

Financial Information for Parent Guarantor, Other Guarantor Subsidiaries and Non Guarantor Subsidiaries (Tables) [Abstract]

Condensed Consolidating Statement of Operations

	Three months ended June 30, 2011
	Willis
	Group			The Other									Consolidating
	Holdings			Guarantors			The Issuer			Other			adjustments			Consolidated
	(millions)
REVENUES
Commissions and fees	$	—		$	—		$	—		$	854		$	—		$	854
Investment income		—			3			1			7			(3	)		8
Other income		—			—			—			24			(23	)		1
Total revenues		—			3			1			885			(26	)		863
EXPENSES
Salaries and benefits		—			—			—			(523	)		17			(506	)
Other operating expenses		—			1			(48	)		(119	)		2			(164	)
Depreciation expense		—			—			(3	)		(16	)		—			(19	)
Amortization of intangible assets		—			—			—			(22	)		5			(17	)
Total expenses		—			1			(51	)		(680	)		24			(706	)
OPERATING INCOME (LOSS)		—			4			(50	)		205			(2	)		157
Investment income from Group undertakings		1			137			110			40			(288	)		—
Interest expense		(10	)		(60	)		(37	)		(102	)		175			(34	)
(LOSS) INCOME BEFORE INCOME TAXES AND INTEREST IN EARNINGS OF ASSOCIATES		(9	)		81			23			143			(115	)		123
Income taxes		2			2			1			(39	)		3			(31	)
(LOSS) INCOME BEFORE INTEREST IN EARNINGS OF ASSOCIATES		(7	)		83			24			104			(112	)		92
Interest in earnings of associates, net of tax		—			—			—			(5	)		2			(3	)
(LOSS) NET INCOME		(7	)		83			24			99			(110	)		89
Less: Net income attributable to noncontrolling interests		—			—			—			(4	)		—			(4	)
EQUITY ACCOUNT FOR SUBSIDIARIES		92			9			(42	)		—			(59	)		—
NET INCOME (LOSS) ATTRIBUTABLE TO WILLIS GROUP HOLDINGS	$	85		$	92		$	(18	)	$	95		$	(169	)	$	85

	Three months ended June 30, 2010
	Willis
	Group			The Other									Consolidating
	Holdings			Guarantors			The Issuer			Other			adjustments			Consolidated
	(millions)
REVENUES
Commissions and fees	$	—		$	—		$	—		$	789		$	—		$	789
Investment income		—			2			—			13			(5	)		10
Total revenues		—			2			—			802			(5	)		799
EXPENSES
Salaries and benefits		—			—			—			(466	)		10			(456	)
Other operating expenses		369			8			(61	)		(436	)		(15	)		(135	)
Depreciation expense		—			—			(2	)		(14	)		—			(16	)
Amortization of intangible assets		—			—			—			(21	)		—			(21	)
Net gain on disposal of operations		—			—			—			2,433			(2,435	)		(2	)
Total expenses		369			8			(63	)		1,496			(2,440	)		(630	)
OPERATING INCOME (LOSS)		369			10			(63	)		2,298			(2,445	)		169
Investment income from Group undertakings		—			218			117			65			(400	)		—
Interest expense		—			(79	)		(38	)		(154	)		230			(41	)
INCOME BEFORE INCOME TAXES AND INTEREST IN EARNINGS OF ASSOCIATES		369			149			16			2,209			(2,615	)		128
Income taxes		—			(7	)		16			(45	)		1			(35	)
INCOME BEFORE INTEREST IN EARNINGS OF ASSOCIATES		369			142			32			2,164			(2,614	)		93
Interest in earnings of associates, net of tax		—			—			—			(6	)		4			(2	)
NET INCOME		369			142			32			2,158			(2,610	)		91
Less: Net income attributable to noncontrolling interests		—			—			—			—			(2	)		(2	)
EQUITY ACCOUNT FOR SUBSIDIARIES		(280	)		97			(35	)		—			218			—
NET INCOME (LOSS) ATTRIBUTABLE TO WILLIS GROUP HOLDINGS	$	89		$	239		$	(3	)	$	2,158		$	(2,394	)	$	89

	Six months ended June 30, 2011
	Willis
	Group			The Other									Consolidating
	Holdings			Guarantors			The Issuer			Other			adjustments			Consolidated
	(millions)
REVENUES
Commissions and fees	$	—		$	—		$	—		$	1,854		$	—		$	1,854
Investment income		—			6			1			15			(6	)		16
Other income		—			—			—			24			(23	)		1
Total revenues		—			6			1			1,893			(29	)		1,871
EXPENSES
Salaries and benefits		—			—			—			(1,116	)		26			(1,090	)
Other operating expenses		1			25			(93	)		(253	)		3			(317	)
Depreciation expense		—			—			(7	)		(32	)		—			(39	)
Amortization of intangible assets		—			—			—			(39	)		5			(34	)
Net gain on disposal of operations		—			—			—			6			(2	)		4
Total expenses		1			25			(100	)		(1,434	)		32			(1,476	)
OPERATING INCOME (LOSS)		1			31			(99	)		459			3			395
Investment income from Group undertakings		35			218			173			33			(459	)		—
Make-whole on repurchase and redemption of senior notes and write-off of unamortized debt issuance costs		—			(171	)		—			—			—			(171	)
Interest expense		(12	)		(125	)		(73	)		(208	)		344			(74	)
INCOME (LOSS) BEFORE INCOME TAXES AND INTEREST IN EARNINGS OF ASSOCIATES		24			(47	)		1			284			(112	)		150
Income taxes		2			45			14			(89	)		(4	)		(32	)
INCOME (LOSS) BEFORE INTEREST IN EARNINGS OF ASSOCIATES		26			(2	)		15			195			(116	)		118
Interest in earnings of associates, net of tax		—			—			—			9			4			13
NET INCOME (LOSS)		26			(2	)		15			204			(112	)		131
Less: Net income attributable to noncontrolling interests		—			—			—			(12	)		—			(12	)
EQUITY ACCOUNT FOR SUBSIDIARIES		93			133			(37	)		—			(189	)		—
NET INCOME (LOSS) ATTRIBUTABLE TO WILLIS GROUP HOLDINGS	$	119		$	131		$	(22	)	$	192		$	(301	)	$	119

	Six months ended June 30, 2010
	Willis
	Group			The Other									Consolidating
	Holdings			Guarantors			The Issuer			Other			adjustments			Consolidated
	(millions)
REVENUES
Commissions and fees	$	—		$	—		$	—		$	1,752		$	—		$	1,752
Investment income		—			5			1			18			(5	)		19
Total revenues		—			5			1			1,770			(5	)		1,771
EXPENSES
Salaries and benefits		—			—			—			(957	)		15			(942	)
Other operating expenses		565			(26	)		(59	)		(730	)		(34	)		(284	)
Depreciation expense		—			—			(4	)		(27	)		—			(31	)
Amortization of intangible assets		—			—			—			(42	)		—			(42	)
Net gain (loss) on disposal of operations		—			—			—			2,435			(2,437	)		(2	)
Total expenses		565			(26	)		(63	)		679			(2,456	)		(1,301	)
OPERATING INCOME (LOSS)		565			(21	)		(62	)		2,449			(2,461	)		470
Investment income from Group undertakings		—			551			173			488			(1,212	)		—
Interest expense		—			(211	)		(80	)		(211	)		418			(84	)
INCOME BEFORE INCOME TAXES AND INTEREST IN EARNINGS OF ASSOCIATES		565			319			31			2,726			(3,255	)		386
Income taxes		—			(4	)		9			(119	)		12			(102	)
INCOME BEFORE INTEREST IN EARNINGS OF ASSOCIATES		565			315			40			2,607			(3,243	)		284
Interest in earnings of associates, net of tax		—			—			—			14			4			18
NET INCOME		565			315			40			2,621			(3,239	)		302
Less: Net income attributable to noncontrolling interests		—			—			—			(3	)		(6	)		(9	)
EQUITY ACCOUNT FOR SUBSIDIARIES		(272	)		132			(30	)		—			170			—
NET INCOME ATTRIBUTABLE TO WILLIS GROUP HOLDINGS	$	293		$	447		$	10		$	2,618		$	(3,075	)	$	293

Condensed Consolidating Balance Sheet

	As at June 30, 2011
	Willis
	Group			The Other			The					Consolidating
	Holdings			Guarantors			Issuer		Other			adjustments			Consolidated
	(millions)
ASSETS
CURRENT ASSETS
Cash and cash equivalents	$	—		$	—		$	87	$	230		$	—		$	317
Accounts receivable		—			—			—		1,021			28			1,049
Fiduciary assets		—			—			—		11,919			(663	)		11,256
Deferred tax assets		—			—			—		32			—			32
Other current assets		3			138			37		434			(285	)		327
Total current assets		3			138			124		13,636			(920	)		12,981
Investments in subsidiaries		(911	)		4,031			1,423		3,875			(8,418	)		—
Amounts owed by (to) Group undertakings		4,462			(5,193	)		882		(151	)		—			—
NON-CURRENT ASSETS
Fixed assets		—			—			58		335			(2	)		391
Goodwill		—			—			—		1,699			1,618			3,317
Other intangible assets		—			—			—		477			(16	)		461
Investments in associates		—			—			—		(45	)		231			186
Deferred tax assets		—			—			—		7			2			9
Pension benefits asset		—			—			—		231			—			231
Other non-current assets		6			139			48		172			—			365
Total non-current assets		6			139			106		2,876			1,833			4,960
TOTAL ASSETS	$	3,560		$	(885	)	$	2,535	$	20,236		$	(7,505	)	$	17,941
LIABILITIES AND STOCKHOLDERS’ EQUITY
CURRENT LIABILITIES
Fiduciary liabilities	$	—		$	—		$	—	$	11,919		$	(663	)	$	11,256
Deferred revenue and accrued expenses		1			—			—		322			—			323
Income taxes payable		—			51			—		107			(108	)		50
Short-term debt		—			—			110		4			—			114
Deferred tax liabilities		—			1			—		21			—			22
Other current liabilities		58			14			57		222			(33	)		318
Total current liabilities		59			66			167		12,595			(804	)		12,083
NON-CURRENT LIABILITIES
Long-term debt		794			—			1,513		—			—			2,307
Liabilities for pension benefits		—			—			—		150			—			150
Deferred tax liabilities		—			2			28		81			—			111
Provisions for liabilities		—			—			—		188			(4	)		184
Other non-current liabilities		—			5			12		350			—			367
Total non-current liabilities		794			7			1,553		769			(4	)		3,119
TOTAL LIABILITIES	$	853		$	73		$	1,720	$	13,364		$	(808	)	$	15,202
EQUITY
Total Willis Group Holdings stockholders’ equity		2,707			(958	)		815		6,840			(6,697	)		2,707
Noncontrolling interests		—			—			—		32			—			32
Total equity		2,707			(958	)		815		6,872			(6,697	)		2,739
TOTAL LIABILITIES AND EQUITY	$	3,560		$	(885	)	$	2,535	$	20,236		$	(7,505	)	$	17,941

	As at December 31, 2010
	Willis
	Group			The Other			The					Consolidating
	Holdings			Guarantors			Issuer		Other			adjustments			Consolidated
	(millions)
ASSETS
CURRENT ASSETS
Cash and cash equivalents	$	—		$	—		$	76	$	240		$	—		$	316
Accounts receivable		2			—			—		809			28			839
Fiduciary assets		—			—			—		10,167			(598	)		9,569
Deferred tax assets		—			—			1		35			—			36
Other current assets		—			23			57		293			(33	)		340
Total current assets		2			23			134		11,544			(603	)		11,100
Investments in subsidiaries		(1,039	)		3,814			1,455		3,855			(8,085	)		—
Amounts owed by (to) Group undertakings		3,659			(4,590	)		1,002		(71	)		—			—
NON-CURRENT ASSETS
Fixed assets		—			—			52		330			(1	)		381
Goodwill		—			—			—		1,696			1,598			3,294
Other intangible assets		—			—			—		492			—			492
Investments in associates		—			—			—		(51	)		212			161
Deferred tax assets		—			—			—		7			—			7
Pension benefits asset		—			—			—		179			—			179
Other non-current assets		—			166			41		149			(123	)		233
Total non-current assets		—			166			93		2,802			1,686			4,747
TOTAL ASSETS	$	2,622		$	(587	)	$	2,684	$	18,130		$	(7,002	)	$	15,847
LIABILITIES AND STOCKHOLDERS’ EQUITY
CURRENT LIABILITIES
Fiduciary liabilities	$	—		$	—		$	—	$	10,167		$	(598	)	$	9,569
Deferred revenue and accrued expenses		1			—			—		297			—			298
Income taxes payable		—			—			—		69			(12	)		57
Short-term debt		—			—			110		—			—			110
Deferred tax liabilities		—			3			1		5			—			9
Other current liabilities		44			15			38		189			(20	)		266
Total current liabilities		45			18			149		10,727			(630	)		10,309
NON-CURRENT LIABILITIES
Long-term debt		—			500			1,653		4			—			2,157
Liabilities for pension benefits		—			—			—		164			—			164
Deferred tax liabilities		—			3			26		54			—			83
Provisions for liabilities		—			—			—		183			(4	)		179
Other non-current liabilities		—			10			16		321			—			347
Total non-current liabilities		—			513			1,695		726			(4	)		2,930
TOTAL LIABILITIES	$	45		$	531		$	1,844	$	11,453		$	(634	)	$	13,239
EQUITY
Total Willis Group Holdings stockholders’ equity		2,577			(1,118	)		840		6,646			(6,368	)		2,577
Noncontrolling interests		—			—			—		31			—			31
Total equity		2,577			(1,118	)		840		6,677			(6,368	)		2,608
TOTAL LIABILITIES AND EQUITY	$	2,622		$	(587	)	$	2,684	$	18,130		$	(7,002	)	$	15,847

Condensed Consolidating Statement of Cash Flows

	Six months ended June 30, 2011
	Willis
	Group			The Other									Consolidating
	Holdings			Guarantors			The Issuer			Other			adjustments			Consolidated
	(millions)
NET CASH PROVIDED BY (USED IN) OPERATING ACTIVITIES	$	3		$	76		$	54		$	140		$	(147	)	$	126
CASH FLOWS FROM INVESTING ACTIVITIES
Proceeds on disposal of fixed and intangible assets		—			—			—			5			—			5
Additions to fixed assets		—			—			(13	)		(34	)		—			(47	)
Acquisitions of subsidiaries, net of cash acquired		—			—			—			(4	)		—			(4	)
Acquisitions of investments in associates		—			—			—			(2	)		—			(2	)
Investment in Trident V Parallel Fund, LP		—			—			—			(4	)		—			(4	)
Net cash used in investing activities		—			—			(13	)		(39	)		—			(52	)
CASH FLOWS FROM FINANCING ACTIVITIES
Proceeds from draw down of revolving credit facility		—			—			(90	)		—			—			(90	)
Senior notes issued		794			—			—			—			—			794
Debt issuance costs		(7	)		—			—			—			—			(7	)
Repayments of debt		—			(500	)		(55	)		—			—			(555	)
Make-whole on repurchase and redemption of senior notes		—			(158	)		—			—			—			(158	)
Proceeds from issue of shares		42			—			—			—			—			42
Amounts owed by and to Group undertakings		(742	)		590			115			37			—			—
Excess tax benefits from share-based payment arrangements		—			—			—			4			—			4
Dividends paid		(90	)		—			—			(147	)		147			(90	)
Acquisition of noncontrolling interests		—			(8	)		—			(1	)		—			(9	)
Dividends paid to noncontrolling interests		—			—			—			(12	)		—			(12	)
Net cash used in financing activities		(3	)		(76	)		(30	)		(119	)		147			(81	)
INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS		—			—			11			(18	)		—			(7	)
Effect of exchange rate changes on cash and cash equivalents		—			—			—			8			—			8
CASH AND CASH EQUIVALENTS, BEGINNING OF PERIOD		—			—			76			240			—			316
CASH AND CASH EQUIVALENTS, END OF PERIOD	$	—		$	—		$	87		$	230		$	—		$	317

	Six months ended June 30, 2010(i)
	Willis
	Group			The Other									Consolidating
	Holdings			Guarantors			The Issuer			Other			adjustments			Consolidated
							(millions)
NET CASH PROVIDED BY (USED IN) OPERATING ACTIVITIES	$	569		$	321		$	42		$	(22	)	$	(756	)	$	154
CASH FLOWS FROM INVESTING ACTIVITIES
Proceeds on disposal of fixed and intangible assets		—			—			—			4			—			4
Additions to fixed assets		—			—			(13	)		(32	)		—			(45	)
Acquisitions of subsidiaries, net of cash acquired		—			—			—			(15	)		—			(15	)
Acquisitions of investments in associates		—			—			—			(1	)		—			(1	)
Net cash used in investing activities		—			—			(13	)		(44	)		—			(57	)
CASH FLOWS FROM FINANCING ACTIVITIES
Proceeds from draw down of revolving credit facility		—			—			30			—			—			30
Repayments of debt		—			—			(61	)		(9	)		—			(70	)
Proceeds from issue of shares		17			—			—			—			—			17
Amounts owed by and to Group undertakings		(542	)		(189	)		(21	)		752			—			—
Excess tax benefits from share-based payment arrangements		—			—			—			1			—			1
Dividends paid		(44	)		(132	)		—			(669	)		756			(89	)
Acquisition of noncontrolling interests		—			—			—			(4	)		—			(4	)
Dividends paid to noncontrolling interests		—			—			—			(22	)		—			(22	)
Net cash (used in) provided by financing activities		(569	)		(321	)		(52	)		49			756			(137	)
(DECREASE) INCREASE IN CASH AND CASH EQUIVALENTS		—			—			(23	)		(17	)		—			(40	)
Effect of exchange rate changes on cash and cash equivalents		—			—			—			(14	)		—			(14	)
CASH AND CASH EQUIVALENTS, BEGINNING OF PERIOD		—			—			104			117			—			221
CASH AND CASH EQUIVALENTS, END OF PERIOD	$	—		$	—		$	81		$	86		$	—		$	167

XML



Income Taxes (Tables)

6 Months Ended

Jun. 30, 2011

Income Taxes (Tables) [Abstract]

Components of tax charge

	Three months ended June 30, 2011
	Income					Effective
	before tax		Tax			tax rate
	(millions, except percentages)
Ordinary income taxed at estimated annual effective tax rate	$	123	$	(31	)		25	%
As reported	$	123	$	(31	)		25	%

	Six months ended June 30, 2011
	Income						Effective
	before tax			Tax			tax rate
	(millions, except percentages)
Ordinary income taxed at estimated annual effective tax rate	$	317		$	(79	)		25	%
Items where tax effect is treated discretely:
Make-whole on repurchase and redemption of senior notes and write-off of unamortized debt issuance costs		(171	)		47			27	%
Non-taxable gain on disposal of operations		4			—			—	%
As reported	$	150		$	(32	)		21	%

XML



Debt (Details) (USD $) In Millions	Jun. 30, 2011	Dec. 31, 2010
Long - term debt
Long-term debt	$ 2,307	$ 2,157
Short-term debt and current portion of long-term debt
Current portion of 5-year term loan	110	110
6% loan notes due 2012	4	0
Short-term debt and current portion of long-term debt	114	110
5-year term loan facility [Member]
Long - term debt
Long term debt	246	301
Revolving $300 million credit facility [Member]
Long - term debt
Revolving credit facility	0	90
6.000% loan notes due 2012 [Member]
Long - term debt
Loan notes due	0	4
5.625% senior notes due 2015 [Member]
Long - term debt
Long-term debt	350	350
Fair Value adjustment on 5.625% senior notes due 2015 [Member]
Long - term debt
Long-term debt	16	12
12.875% senior notes due 2016 [Member]
Long - term debt
Long-term debt	0	500
4.125% senior notes due 2016 [Member]
Long - term debt
Long-term debt	299	0
6.200% senior notes due 2017 [Member]
Long - term debt
Long-term debt	600	600
7.000% senior notes due 2019 [Member]
Long - term debt
Long-term debt	300	300
5.750% senior notes due 2021 [Member]
Long - term debt
Long-term debt	$ 496	$ 0

XML



Financial Information for Parent Guarantor, Other Guarantor Subsidiaries and Non-Guarantor Subsidiaries (Details) (USD $) In Millions	3 Months Ended		6 Months Ended
	Jun. 30, 2011	Jun. 30, 2010	Jun. 30, 2011	Jun. 30, 2010
REVENUES
Commissions and fees	$ 854	$ 789	$ 1,854	$ 1,752
Investment income	8	10	16	19
Other income	1		1
Total revenues	863	799	1,871	1,771
EXPENSES
Salaries and benefits	(506)	(456)	(1,090)	(942)
Other operating expenses	(164)	(135)	(317)	(284)
Depreciation expense	(19)	(16)	(39)	(31)	[1]
Amortization of intangible assets	(17)	(21)	(34)	(42)	[1]
Net gain (loss) on disposal of operations		(2)	4	(2)
Total expenses	706	630	1,476	1,301
OPERATING INCOME	157	169	395	470
Make-whole on repurchase and redemption of senior notes and write-off of debt issuance costs			(171)
Interest expense	(34)	(41)	(74)	(84)
INCOME BEFORE INCOME TAXES AND INTEREST IN EARNINGS OF ASSOCIATES	123	128	150	386
Income taxes	(31)	(35)	(32)	(102)
INCOME BEFORE INTEREST IN EARNINGS OF ASSOCIATES	92	93	118	284
Interest in earnings of associates, net of tax	(3)	(2)	13	18
NET INCOME	89	91	131	302	[1]
Less: net income attributable to noncontrolling interests	(4)	(2)	(12)	(9)
NET INCOME ATTRIBUTABLE TO WILLIS GROUP HOLDINGS	85	89	119	293
Willis Group Holdings
EXPENSES
Other operating expenses		369	1	565
Total expenses		(369)	(1)	(565)
OPERATING INCOME		369	1	565
Investment income from Group undertakings	1		35
Interest expense	(10)		(12)
INCOME BEFORE INCOME TAXES AND INTEREST IN EARNINGS OF ASSOCIATES	(9)	369	24	565
Income taxes	2		2
INCOME BEFORE INTEREST IN EARNINGS OF ASSOCIATES	(7)	369	26	565
NET INCOME	(7)	369	26	565
EQUITY ACCOUNT FOR SUBSIDIARIES	92	(280)	93	(272)
NET INCOME ATTRIBUTABLE TO WILLIS GROUP HOLDINGS	85	89	119	293
The Other Guarantors [Member]
REVENUES
Investment income	3	2	6	5
Total revenues	3	2	6	5
EXPENSES
Other operating expenses	1	8	25	(26)
Total expenses	(1)	(8)	(25)	26
OPERATING INCOME	4	10	31	(21)
Investment income from Group undertakings	137	218	218	551
Make-whole on repurchase and redemption of senior notes and write-off of debt issuance costs			(171)
Interest expense	(60)	(79)	(125)	(211)
INCOME BEFORE INCOME TAXES AND INTEREST IN EARNINGS OF ASSOCIATES	81	149	(47)	319
Income taxes	2	(7)	45	(4)
INCOME BEFORE INTEREST IN EARNINGS OF ASSOCIATES	83	142	(2)	315
NET INCOME	83	142	(2)	315
EQUITY ACCOUNT FOR SUBSIDIARIES	9	97	133	132
NET INCOME ATTRIBUTABLE TO WILLIS GROUP HOLDINGS	92	239	131	447
The Issuer [Member]
REVENUES
Investment income	1		1	1
Total revenues	1		1	1
EXPENSES
Other operating expenses	(48)	(61)	(93)	(59)
Depreciation expense	(3)	(2)	(7)	(4)
Total expenses	51	63	100	63
OPERATING INCOME	(50)	(63)	(99)	(62)
Investment income from Group undertakings	110	117	173	173
Interest expense	(37)	(38)	(73)	(80)
INCOME BEFORE INCOME TAXES AND INTEREST IN EARNINGS OF ASSOCIATES	23	16	1	31
Income taxes	1	16	14	9
INCOME BEFORE INTEREST IN EARNINGS OF ASSOCIATES	24	32	15	40
NET INCOME	24	32	15	40
EQUITY ACCOUNT FOR SUBSIDIARIES	(42)	(35)	(37)	(30)
NET INCOME ATTRIBUTABLE TO WILLIS GROUP HOLDINGS	(18)	(3)	(22)	10
Other [Member]
REVENUES
Commissions and fees	854	789	1,854	1,752
Investment income	7	13	15	18
Other income	24		24
Total revenues	885	802	1,893	1,770
EXPENSES
Salaries and benefits	(523)	(466)	(1,116)	(957)
Other operating expenses	(119)	(436)	(253)	(730)
Depreciation expense	(16)	(14)	(32)	(27)
Amortization of intangible assets	(22)	(21)	(39)	(42)
Net gain (loss) on disposal of operations		2,433	6	2,435
Total expenses	680	(1,496)	1,434	(679)
OPERATING INCOME	205	2,298	459	2,449
Investment income from Group undertakings	40	65	33	488
Interest expense	(102)	(154)	(208)	(211)
INCOME BEFORE INCOME TAXES AND INTEREST IN EARNINGS OF ASSOCIATES	143	2,209	284	2,726
Income taxes	(39)	(45)	(89)	(119)
INCOME BEFORE INTEREST IN EARNINGS OF ASSOCIATES	104	2,164	195	2,607
Interest in earnings of associates, net of tax	(5)	(6)	9	14
NET INCOME	99	2,158	204	2,621
Less: net income attributable to noncontrolling interests	(4)		(12)	(3)
NET INCOME ATTRIBUTABLE TO WILLIS GROUP HOLDINGS	95	2,158	192	2,618
Consolidating adjustments [Member]
REVENUES
Investment income	(3)	(5)	(6)	(5)
Other income	(23)		(23)
Total revenues	(26)	(5)	(29)	(5)
EXPENSES
Salaries and benefits	17	10	26	15
Other operating expenses	2	(15)	3	(34)
Amortization of intangible assets	5		5
Net gain (loss) on disposal of operations		(2,435)	(2)	(2,437)
Total expenses	(24)	2,440	(32)	2,456
OPERATING INCOME	(2)	(2,445)	3	(2,461)
Investment income from Group undertakings	(288)	(400)	(459)	(1,212)
Interest expense	175	230	344	418
INCOME BEFORE INCOME TAXES AND INTEREST IN EARNINGS OF ASSOCIATES	(115)	(2,615)	(112)	(3,255)
Income taxes	3	1	(4)	12
INCOME BEFORE INTEREST IN EARNINGS OF ASSOCIATES	(112)	(2,614)	(116)	(3,243)
Interest in earnings of associates, net of tax	2	4	4	4
NET INCOME	(110)	(2,610)	(112)	(3,239)
Less: net income attributable to noncontrolling interests		(2)		(6)
EQUITY ACCOUNT FOR SUBSIDIARIES	(59)	218	(189)	170
NET INCOME ATTRIBUTABLE TO WILLIS GROUP HOLDINGS	$ (169)	$ (2,394)	$ (301)	$ (3,075)

[1] The 2010 Unaudited Condensed Consolidated Statement of Cash Flows has been recast to conform to the new balance sheet presentation. See Note 2 - Basis of Presentation and Significant Accounting Policies for details.

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Other Intangible Assets, Net (Details) (USD $) In Millions	Jun. 30, 2011	Dec. 31, 2010
Summary of major classes of amortizable intangible assets
Total amortizable intangible assets, Gross carrying amount	$ 764	$ 755
Total amortizable intangible assets, Accumulated amortization	(303)	(263)
Total amortizable intangible assets, Net carrying amount	461	492
Client Relationships [Member]
Summary of major classes of amortizable intangible assets
Total amortizable intangible assets, Gross carrying amount	705	695
Total amortizable intangible assets, Accumulated amortization	(247)	(207)
Total amortizable intangible assets, Net carrying amount	458	488
Client Lists [Member]
Summary of major classes of amortizable intangible assets
Total amortizable intangible assets, Gross carrying amount	8	9
Total amortizable intangible assets, Accumulated amortization	(7)	(7)
Total amortizable intangible assets, Net carrying amount	1	2
Non-compete Agreements [Member]
Summary of major classes of amortizable intangible assets
Total amortizable intangible assets, Gross carrying amount	36	36
Total amortizable intangible assets, Accumulated amortization	(36)	(36)
Total amortizable intangible assets, Net carrying amount	0	0
Trade Names [Member]
Summary of major classes of amortizable intangible assets
Total amortizable intangible assets, Gross carrying amount	11	11
Total amortizable intangible assets, Accumulated amortization	(10)	(10)
Total amortizable intangible assets, Net carrying amount	1	1
Total Customer and Marketing Related [Member]
Summary of major classes of amortizable intangible assets
Total amortizable intangible assets, Gross carrying amount	760	751
Total amortizable intangible assets, Accumulated amortization	(300)	(260)
Total amortizable intangible assets, Net carrying amount	460	491
Contract Based, Technology and Other [Member]
Summary of major classes of amortizable intangible assets
Total amortizable intangible assets, Gross carrying amount	4	4
Total amortizable intangible assets, Accumulated amortization	(3)	(3)
Total amortizable intangible assets, Net carrying amount	$ 1	$ 1

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Goodwill (Tables)

6 Months Ended

Jun. 30, 2011

Goodwill (Tables) [Abstract]

Changes in the carrying amount of goodwill by operating segment

				North
	Global			America			International			Total
	(millions)
Balance at January 1, 2010	$	1,065		$	1,780		$	432		$	3,277
Purchase price allocation adjustments		—			6			—			6
Other movements(i)		—			(3	)		—			(3	)
Foreign exchange		(2	)		—			16			14
Balance at December 31, 2010	$	1,063		$	1,783		$	448		$	3,294
Purchase price allocation adjustments		—			—			2			2
Other movements(i)(ii)		60			—			(61	)		(1	)
Foreign exchange		3			—			19			22
Balance at June 30, 2011	$	1,126		$	1,783		$	408		$	3,317

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Segment Information (Tables)

6 Months Ended

Jun. 30, 2011

Segment Information (Tables) [Abstract]

Information regarding operating segment

	Three months ended June 30, 2011
														Interest in
									Depreciation					Earnings of
	Commissions		Investment		Other		Total		and		Operating			Associates,
	and Fees		Income		Income		Revenues		Amortization		Income			net of tax
	(millions)
Global	$	271	$	3	$	—	$	274	$	5	$	89		$	—
North America		326		1		1		328		3		61			—
International		257		4		—		261		10		56			(3	)
Total Retail		583		5		1		589		13		117			(3	)
Total Operating Segments		854		8		1		863		18		206			(3	)
Corporate and Other(ii)		—		—		—		—		18		(49	)		—
Total Consolidated	$	854	$	8	$	1	$	863	$	36	$	157		$	(3	)

	Three months ended June 30, 2010(i)
														Interest in
									Depreciation					Earnings of
	Commissions		Investment		Other		Total		and		Operating			Associates,
	and Fees		Income		Income		Revenues		Amortization		Income			net of tax
	(millions)
Global	$	249	$	2	$	—	$	251	$	5	$	87		$	—
North America		328		5		—		333		6		68			—
International		212		3		—		215		5		41			(2	)
Total Retail		540		8		—		548		11		109			(2	)
Total Operating Segments		789		10		—		799		16		196			(2	)
Corporate and Other(ii)		—		—		—		—		21		(27	)		—
Total Consolidated	$	789	$	10	$	—	$	799	$	37	$	169		$	(2	)

	Six months ended June 30, 2011
														Interest in
									Depreciation					Earnings of
	Commissions		Investment		Other		Total		and		Operating			Associates,
	and Fees		Income		Income		Revenues		Amortization		Income			net of tax
	(millions)
Global	$	629	$	6	$	—	$	635	$	9	$	264		$	—
North America		682		3		1		686		10		146			—
International		543		7		—		550		15		142			13
Total Retail		1,225		10		1		1,236		25		288			13
Total Operating Segments		1,854		16		1		1,871		34		552			13
Corporate and Other(ii)		—		—		—		—		39		(157	)		—
Total Consolidated	$	1,854	$	16	$	1	$	1,871	$	73	$	395		$	13

	Six months ended June 30, 2010(i)
														Interest in
									Depreciation					Earnings of
	Commissions		Investment		Other		Total		and		Operating			Associates,
	and Fees		Income		Income		Revenues		Amortization		Income			net of tax
	(millions)
Global	$	580	$	5	$	—	$	585	$	9	$	241		$	—
North America		693		8		—		701		12		161			—
International		479		6		—		485		10		128			18
Total Retail		1,172		14		—		1,186		22		289			18
Total Operating Segments		1,752		19		—		1,771		31		530			18
Corporate and Other(ii)		—		—		—		—		42		(60	)		—
Total Consolidated	$	1,752	$	19	$	—	$	1,771	$	73	$	470		$	18

Corporate and other information

	Three months ended
	June 30,
	2011			2010
	(millions)
Amortization of intangible assets	$	(17	)	$	(21	)
Foreign exchange hedging		1			(2	)
Foreign exchange on the UK pension plan asset		—			2
Net gain on disposal of operations		—			(2	)
2011 Operational Review		(18	)		—
FSA regulatory settlement		(11	)		—
Other(a)		(4	)		(4	)
Total Corporate and Other	$	(49	)	$	(27	)

^(a) Other includes $6 million of the $9 million total benefit in second quarter 2011 from the release of funds and reserves related to potential legal liabilities.

	Six months ended
	June 30,
	2011			2010
	(millions)
Amortization of intangible assets	$	(34	)	$	(42	)
Foreign exchange hedging		2			(6	)
Foreign exchange on the UK pension plan asset		1			6
Net gain (loss) on disposal of operations		4			(2	)
2011 Operational Review		(115	)		—
FSA regulatory settlement		(11	)		—
Venezuela currency devaluation		—			(12	)
Other(a)		(4	)		(4	)
Total Corporate and Other	$	(157	)	$	(60	)

^(a) Other includes $6 million of the $9 million total benefit in second quarter 2011 from the release of funds and reserves related to potential legal liabilities.

Total consolidated operating income

	Three months ended						Six months ended
	June 30,						June 30,
	2011			2010			2011			2010
	(millions)
Total consolidated operating income	$	157		$	169		$	395		$	470
Make-whole on repurchase and redemption of senior notes and write-off of unamortized debt issuance costs		—			—			(171	)		—
Interest expense		(34	)		(41	)		(74	)		(84	)
Income before income taxes and interest in earnings of associates	$	123		$	128		$	150		$	386

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Pension Plans (Tables)

6 Months Ended

Jun. 30, 2011

Pension Plans (Tables) [Abstract]

Components of the net periodic benefit cost

	Three months ended June 30,
	UK Pension						US Pension						Intl Pension
	Benefits						Benefits						Benefits
	2011			2010			2011			2010			2011			2010
	(millions)
Components of net periodic benefit cost:
Service cost	$	10		$	9		$	—		$	—		$	1		$	2
Interest cost		27			24			11			10			2			2
Expected return on plan assets		(41	)		(33	)		(12	)		(10	)		(2	)		(2	)
Amortization of unrecognized prior service gain		(1	)		(1	)		—			—			—			—
Amortization of unrecognized actuarial loss		7			9			1			—			—			1
Net periodic benefit cost	$	2		$	8		$	—		$	—		$	1		$	3

	Six months ended June 30,
	UK Pension						US Pension						Intl Pension
	Benefits						Benefits						Benefits
	2011			2010			2011			2010			2011			2010
	(millions)
Components of net periodic benefit cost:
Service cost	$	19		$	18		$	—		$	—		$	2		$	3
Interest cost		53			49			21			20			4			4
Expected return on plan assets		(81	)		(69	)		(23	)		(21	)		(4	)		(4	)
Amortization of unrecognized prior service gain		(2	)		(2	)		—			—			—			—
Amortization of unrecognized actuarial loss		15			18			2			1			—			1
Net periodic benefit cost	$	4		$	14		$	—		$	—		$	2		$	4

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Other Liabilities

6 Months Ended

Jun. 30, 2011

Other Liabilities [Abstract]

OTHER LIABILITIES

13.   OTHER LIABILITIES

An analysis of other liabilities is as follows:

	June 30,		December 31,
	2011		2010
	(millions)
Other current liabilities
Other taxes payable	$	46	$	41
Accounts payable		72		39
Accrued dividends payable		46		46
Accrued interest payable		37		21
Derivatives		7		6
Other payables		110		113
Total other current liabilities	$	318	$	266
Other non-current liabilities
Incentives from lessors	$	156	$	150
Deferred compensation plan liability		122		120
Capital lease obligation		25		23
Derivatives		7		6
Other payables		57		48
Total other non-current liabilities	$	367	$	347
Total other liabilities	$	685	$	613

XML



Derivative Financial Instruments and Hedging Activities (Details 3) (USD $) In Millions	3 Months Ended		6 Months Ended
	Jun. 30, 2011	Jun. 30, 2010	Jun. 30, 2011	Jun. 30, 2010
Derivative Instruments, Gain (Loss) [Line Items]
Derivative Instruments, Gain (Loss) Recognized in Other Comprehensive Income, Effective Portion, Net, Total	$ (1)	$ 13	$ (1)	$ 15
Derivative Instruments, Gain (Loss) Reclassified from Accumulated OCI into Income, Effective Portion, Net, Total	(4)	(4)	(9)	(6)
Derivative Instruments, Gain (Loss) Recognized in Income, Ineffective Portion and Amount Excluded from Effectiveness Testing, Net, Total	0	0	1	0
Cash Flow Hedging [Member] | Interest Rate Swap [Member]
Derivative Instruments, Gain (Loss) [Line Items]
Derivative Instruments, Gain (Loss) Recognized in Other Comprehensive Income, Effective Portion, Net, Total	6	6	4	11
Cash Flow Hedging [Member] | Interest Rate Swap [Member] | Investment Income [Member]
Derivative Instruments, Gain (Loss) [Line Items]
Derivative Instruments, Gain (Loss) Reclassified from Accumulated OCI into Income, Effective Portion, Net, Total	(4)	(6)	(8)	(13)
Cash Flow Hedging [Member] | Interest Rate Swap [Member] | Other Operating Expense [Member]
Derivative Instruments, Gain (Loss) [Line Items]
Derivative Instruments, Gain (Loss) Recognized in Income, Ineffective Portion and Amount Excluded from Effectiveness Testing, Net, Total	0	0	0	0
Cash Flow Hedging [Member] | Forward Contracts [Member]
Derivative Instruments, Gain (Loss) [Line Items]
Derivative Instruments, Gain (Loss) Recognized in Other Comprehensive Income, Effective Portion, Net, Total	(7)	7	(5)	4
Cash Flow Hedging [Member] | Forward Contracts [Member] | Other Operating Expense [Member]
Derivative Instruments, Gain (Loss) [Line Items]
Derivative Instruments, Gain (Loss) Reclassified from Accumulated OCI into Income, Effective Portion, Net, Total	0	2	(1)	7
Cash Flow Hedging [Member] | Forward Contracts [Member] | Interest Expense [Member]
Derivative Instruments, Gain (Loss) [Line Items]
Derivative Instruments, Gain (Loss) Recognized in Income, Ineffective Portion and Amount Excluded from Effectiveness Testing, Net, Total	$ 0	$ 0	$ 1	$ 0

XML



Financial Information for Parent Issuer, Guarantor Subsidiaries and Non-Guarantor Subsidiaries (Details) (USD $) In Millions	3 Months Ended		6 Months Ended
	Jun. 30, 2011	Jun. 30, 2010	Jun. 30, 2011	Jun. 30, 2010
REVENUES
Commissions and fees	$ 854	$ 789	$ 1,854	$ 1,752
Investment income	8	10	16	19
Other income	1		1
Total revenues	863	799	1,871	1,771
EXPENSES
Salaries and benefits	(506)	(456)	(1,090)	(942)
Other operating expenses	(164)	(135)	(317)	(284)
Depreciation expense	(19)	(16)	(39)	(31)	[1]
Amortization of intangible assets	(17)	(21)	(34)	(42)	[1]
Net gain (loss) on disposal of operations		(2)	4	(2)
Total expenses	706	630	1,476	1,301
OPERATING INCOME	157	169	395	470
Make-whole on repurchase and redemption of senior notes and write-off of debt issuance costs			(171)
Interest expense	(34)	(41)	(74)	(84)
INCOME BEFORE INCOME TAXES AND INTEREST IN EARNINGS OF ASSOCIATES	123	128	150	386
Income taxes	(31)	(35)	(32)	(102)
INCOME BEFORE INTEREST IN EARNINGS OF ASSOCIATES	92	93	118	284
Interest in earnings of associates, net of tax	(3)	(2)	13	18
NET INCOME	89	91	131	302	[1]
Less: net income attributable to noncontrolling interests	(4)	(2)	(12)	(9)
NET INCOME ATTRIBUTABLE TO WILLIS GROUP HOLDINGS	85	89	119	293
Willis Group Holdings
EXPENSES
Other operating expenses		369	1	565
Total expenses		(369)	(1)	(565)
OPERATING INCOME		369	1	565
Investment income from Group undertakings	1		35
Interest expense	(10)		(12)
INCOME BEFORE INCOME TAXES AND INTEREST IN EARNINGS OF ASSOCIATES	(9)	369	24	565
Income taxes	2		2
INCOME BEFORE INTEREST IN EARNINGS OF ASSOCIATES	(7)	369	26	565
NET INCOME	(7)	369	26	565
EQUITY ACCOUNT FOR SUBSIDIARIES	92	(280)	93	(272)
NET INCOME ATTRIBUTABLE TO WILLIS GROUP HOLDINGS	85	89	119	293
The Guarantors
REVENUES
Investment income	3	2	6	6
Total revenues	3	2	6	6
EXPENSES
Other operating expenses	(47)	(53)	(68)	(85)
Depreciation expense	(3)	(2)	(7)	(4)
Total expenses	50	55	75	89
OPERATING INCOME	(47)	(53)	(69)	(83)
Investment income from Group undertakings	247	335	391	724
Make-whole on repurchase and redemption of senior notes and write-off of debt issuance costs			(171)
Interest expense	(97)	(117)	(198)	(291)
INCOME BEFORE INCOME TAXES AND INTEREST IN EARNINGS OF ASSOCIATES	103	165	(47)	350
Income taxes	3	9	59	5
INCOME BEFORE INTEREST IN EARNINGS OF ASSOCIATES	106	174	12	355
NET INCOME	106	174	12	355
EQUITY ACCOUNT FOR SUBSIDIARIES	(14)	65	119	92
NET INCOME ATTRIBUTABLE TO WILLIS GROUP HOLDINGS	92	239	131	447
Other [Member]
REVENUES
Commissions and fees	854	789	1,854	1,752
Investment income	8	13	16	18
Other income	24		24
Total revenues	886	802	1,894	1,770
EXPENSES
Salaries and benefits	(523)	(466)	(1,116)	(957)
Other operating expenses	(119)	(436)	(253)	(730)
Depreciation expense	(16)	(14)	(32)	(27)
Amortization of intangible assets	(22)	(21)	(39)	(42)
Net gain (loss) on disposal of operations		2,433	6	2,435
Total expenses	680	(1,496)	1,434	(679)
OPERATING INCOME	206	2,298	460	2,449
Investment income from Group undertakings	40	65	33	488
Interest expense	(102)	(154)	(208)	(211)
INCOME BEFORE INCOME TAXES AND INTEREST IN EARNINGS OF ASSOCIATES	144	2,209	285	2,726
Income taxes	(39)	(45)	(89)	(119)
INCOME BEFORE INTEREST IN EARNINGS OF ASSOCIATES	105	2,164	196	2,607
Interest in earnings of associates, net of tax	(5)	(6)	9	14
NET INCOME	100	2,158	205	2,621
Less: net income attributable to noncontrolling interests	(4)		(12)	(3)
NET INCOME ATTRIBUTABLE TO WILLIS GROUP HOLDINGS	96	2,158	193	2,618
Consolidating Adjustments [Member]
REVENUES
Investment income	(3)	(5)	(6)	(5)
Other income	(23)		(23)
Total revenues	(26)	(5)	(29)	(5)
EXPENSES
Salaries and benefits	17	10	26	15
Other operating expenses	2	(15)	3	(34)
Amortization of intangible assets	5		5
Net gain (loss) on disposal of operations		(2,435)	(2)	(2,437)
Total expenses	(24)	2,440	(32)	2,456
OPERATING INCOME	(2)	(2,445)	3	(2,461)
Investment income from Group undertakings	(288)	(400)	(459)	(1,212)
Interest expense	175	230	344	418
INCOME BEFORE INCOME TAXES AND INTEREST IN EARNINGS OF ASSOCIATES	(115)	(2,615)	(112)	(3,255)
Income taxes	3	1	(4)	12
INCOME BEFORE INTEREST IN EARNINGS OF ASSOCIATES	(112)	(2,614)	(116)	(3,243)
Interest in earnings of associates, net of tax	2	4	4	4
NET INCOME	(110)	(2,610)	(112)	(3,239)
Less: net income attributable to noncontrolling interests		(2)		(6)
EQUITY ACCOUNT FOR SUBSIDIARIES	(78)	215	(212)	180
NET INCOME ATTRIBUTABLE TO WILLIS GROUP HOLDINGS	$ (188)	$ (2,397)	$ (324)	$ (3,065)

[1] The 2010 Unaudited Condensed Consolidated Statement of Cash Flows has been recast to conform to the new balance sheet presentation. See Note 2 - Basis of Presentation and Significant Accounting Policies for details.

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Segment Information (Details) (USD $) In Millions	3 Months Ended		6 Months Ended
	Jun. 30, 2011	Jun. 30, 2010	Jun. 30, 2011	Jun. 30, 2010
Information regarding operating segment
Commissions and Fees	$ 854	$ 789	$ 1,854	$ 1,752
Investment income	8	10	16	19
Other Income	1		1
Total Revenues	863	799	1,871	1,771
Depreciation and Amortization	36	37	73	73
Total consolidated operating income	157	169	395	470
Interest in Earnings of Associates, net of tax	(3)	(2)	13	18
Global [Member]
Information regarding operating segment
Commissions and Fees	271	249	629	580
Investment income	3	2	6	5
Other Income	0	0	0	0
Total Revenues	274	251	635	585
Depreciation and Amortization	5	5	9	9
Total consolidated operating income	89	87	264	241
Interest in Earnings of Associates, net of tax	0	0	0	0
North America [Member]
Information regarding operating segment
Commissions and Fees	326	328	682	693
Investment income	1	5	3	8
Other Income	1	0	1	0
Total Revenues	328	333	686	701
Depreciation and Amortization	3	6	10	12
Total consolidated operating income	61	68	146	161
Interest in Earnings of Associates, net of tax	0	0	0	0
International [Member]
Information regarding operating segment
Commissions and Fees	257	212	543	479
Investment income	4	3	7	6
Other Income	0	0	0	0
Total Revenues	261	215	550	485
Depreciation and Amortization	10	5	15	10
Total consolidated operating income	56	41	142	128
Interest in Earnings of Associates, net of tax	(3)	(2)	13	18
Retail [Member]
Information regarding operating segment
Commissions and Fees	583	540	1,225	1,172
Investment income	5	8	10	14
Other Income	1	0	1	0
Total Revenues	589	548	1,236	1,186
Depreciation and Amortization	13	11	25	22
Total consolidated operating income	117	109	288	289
Interest in Earnings of Associates, net of tax	(3)	(2)	13	18
Operating Segments [Member]
Information regarding operating segment
Commissions and Fees	854	789	1,854	1,752
Investment income	8	10	16	19
Other Income	1	0	1	0
Total Revenues	863	799	1,871	1,771
Depreciation and Amortization	18	16	34	31
Total consolidated operating income	206	196	552	530
Interest in Earnings of Associates, net of tax	(3)	(2)	13	18
Corporate and Other [Member]
Information regarding operating segment
Commissions and Fees	0	0	0	0
Investment income	0	0	0	0
Other Income	0	0	0	0
Total Revenues	0	0	0	0
Depreciation and Amortization	18	21	39	42
Total consolidated operating income	(49)	(27)	(157)	(60)
Interest in Earnings of Associates, net of tax	$ 0	$ 0	$ 0	$ 0

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Goodwill (Details) (USD $) In Millions	6 Months Ended	12 Months Ended
	Jun. 30, 2011	Dec. 31, 2010
Changes in the carrying amount of goodwill by operating segment
Goodwill, Beginning Balance	$ 3,294	$ 3,277
Purchase price allocation adjustments	2	6
Other movements	(1)	(3)
Foreign exchange	22	14
Goodwill, Ending Balance	3,317	3,294
Goodwill (Textuals) [Abstract]
Tax Benefit Arising On The Exercise Of Fully Vested Stock Options	1	3
Global [Member]
Changes in the carrying amount of goodwill by operating segment
Goodwill, Beginning Balance	1,063	1,065
Other movements	60
Foreign exchange	3	(2)
Goodwill, Ending Balance	1,126	1,063
North America [Member]
Changes in the carrying amount of goodwill by operating segment
Goodwill, Beginning Balance		1,780
Purchase price allocation adjustments		6
Other movements		(3)
Goodwill, Ending Balance	1,783	1,783
International [Member]
Changes in the carrying amount of goodwill by operating segment
Goodwill, Beginning Balance	448	432
Purchase price allocation adjustments	2
Other movements	(61)
Foreign exchange	19	16
Goodwill, Ending Balance	$ 408	$ 448

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Pension Plans

6 Months Ended

Jun. 30, 2011

Pension Plans [Abstract]

PENSION PLANS

6.   PENSION PLANS

The components of the net periodic benefit cost of the UK, US and international defined benefit plans are as follows:

	Three months ended June 30,
	UK Pension						US Pension						Intl Pension
	Benefits						Benefits						Benefits
	2011			2010			2011			2010			2011			2010
	(millions)
Components of net periodic benefit cost:
Service cost	$	10		$	9		$	—		$	—		$	1		$	2
Interest cost		27			24			11			10			2			2
Expected return on plan assets		(41	)		(33	)		(12	)		(10	)		(2	)		(2	)
Amortization of unrecognized prior service gain		(1	)		(1	)		—			—			—			—
Amortization of unrecognized actuarial loss		7			9			1			—			—			1
Net periodic benefit cost	$	2		$	8		$	—		$	—		$	1		$	3

	Six months ended June 30,
	UK Pension						US Pension						Intl Pension
	Benefits						Benefits						Benefits
	2011			2010			2011			2010			2011			2010
	(millions)
Components of net periodic benefit cost:
Service cost	$	19		$	18		$	—		$	—		$	2		$	3
Interest cost		53			49			21			20			4			4
Expected return on plan assets		(81	)		(69	)		(23	)		(21	)		(4	)		(4	)
Amortization of unrecognized prior service gain		(2	)		(2	)		—			—			—			—
Amortization of unrecognized actuarial loss		15			18			2			1			—			1
Net periodic benefit cost	$	4		$	14		$	—		$	—		$	2		$	4

As of June 30, 2011, the Company had made contributions of $46 million, $13 million and $4 million to the UK, US and international defined benefit pension plans (2010: $43 million, $13 million and $4 million), respectively. The Company expects to contribute a total of approximately $92 million to the UK defined benefit pension plan, $30 million to the US plan and $7 million to the international plans for the full year 2011 (inclusive of amounts contributed in the first six months).

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Comprehensive Income

6 Months Ended

Jun. 30, 2011

Comprehensive Income [Abstract]

COMPREHENSIVE INCOME

16.   COMPREHENSIVE INCOME

a) The components of comprehensive income are as follows:

	Three months ended						Six months ended
	June 30,						June 30,
	2011			2010			2011			2010
	(millions)						(millions)
Net income	$	89		$	91		$	131		$	302
Other comprehensive income, net of tax:
Foreign currency translation adjustment (net of tax of $nil, $nil, $nil and $nil)		25			(29	)		65			(35	)
Pension funding adjustment (net of tax of $nil, $(2) million, $(1) million and $(5) million)		—			6			(5	)		12
Net loss on derivative instruments (net of tax of $1 million, $(2) million, $3 million and $(2) million)		(4	)		7			(7	)		7
Other comprehensive income (net of tax of $1 million, $(4) million, $2 million and $(7) million)		21			(16	)		53			(16	)
Comprehensive income		110			75			184			286
Noncontrolling interest		(4	)		(2	)		(12	)		(9	)
Comprehensive income attributable to Willis Group Holdings	$	106		$	73		$	172		$	277

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

	June 30,			December 31,
	2011			2010
	(millions)
Net foreign currency translation adjustment	$	13		$	(52	)
Pension funding adjustment		(508	)		(503	)
Net unrealized gain on derivative instruments		7			14
Accumulated other comprehensive loss, attributable to Willis Group Holdings, net of tax	$	(488	)	$	(541	)

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Other Liabilities (Details) (USD $) In Millions	Jun. 30, 2011	Dec. 31, 2010
Other current liabilities
Other taxes payable	$ 46	$ 41
Accounts payable	72	39
Accrued dividends payable	46	46
Accrued interest payable	37	21
Derivatives	7	6
Other payables	110	113
Total other current liabilities	318	266
Other non-current liabilities
Incentives from lessors	156	150
Deferred compensation plan liability	122	120
Capital lease obligation	25	23
Derivatives	7	6
Other payables	57	48
Total other non-current liabilities	367	347
Total other liabilities	$ 685	$ 613

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Other Intangible Assets, Net (Details 1) (USD $) In Millions	3 Months Ended		6 Months Ended
	Jun. 30, 2011	Jun. 30, 2010	Jun. 30, 2011	Jun. 30, 2010
Estimated aggregate amortization of intangible assets for each of the next five years
Remainder of 2011			$ 34
2012			61
2013			53
2014			45
2015			38
Thereafter			230
Total			461
Other Intangible Assets, Net (Textuals) [Abstract]
Aggregate amortization of intangible assets	$ 17	$ 21	$ 34	$ 42	[1]

[1] The 2010 Unaudited Condensed Consolidated Statement of Cash Flows has been recast to conform to the new balance sheet presentation. See Note 2 - Basis of Presentation and Significant Accounting Policies for details.

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Comprehensive Income (Tables)

6 Months Ended

Jun. 30, 2011

Comprehensive Income (Tables) [Abstract]

Components of comprehensive income

	Three months ended						Six months ended
	June 30,						June 30,
	2011			2010			2011			2010
	(millions)						(millions)
Net income	$	89		$	91		$	131		$	302
Other comprehensive income, net of tax:
Foreign currency translation adjustment (net of tax of $nil, $nil, $nil and $nil)		25			(29	)		65			(35	)
Pension funding adjustment (net of tax of $nil, $(2) million, $(1) million and $(5) million)		—			6			(5	)		12
Net loss on derivative instruments (net of tax of $1 million, $(2) million, $3 million and $(2) million)		(4	)		7			(7	)		7
Other comprehensive income (net of tax of $1 million, $(4) million, $2 million and $(7) million)		21			(16	)		53			(16	)
Comprehensive income		110			75			184			286
Noncontrolling interest		(4	)		(2	)		(12	)		(9	)
Comprehensive income attributable to Willis Group Holdings	$	106		$	73		$	172		$	277

Components of accumulated other comprehensive loss, net of tax

	June 30,			December 31,
	2011			2010
	(millions)
Net foreign currency translation adjustment	$	13		$	(52	)
Pension funding adjustment		(508	)		(503	)
Net unrealized gain on derivative instruments		7			14
Accumulated other comprehensive loss, attributable to Willis Group Holdings, net of tax	$	(488	)	$	(541	)

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Comprehensive Income (Details 1) (USD $) In Millions	Jun. 30, 2011	Dec. 31, 2010
Components of Accumulated Other Comprehensive Loss, Net of Tax
Net foreign currency translation adjustment	$ 13	$ (52)
Pension funding adjustment	(508)	(503)
Net unrealized [gain] on derivative instruments	7	14
Accumulated other comprehensive loss, attributable to Willis Group Holdings, net of tax	$ (488)	$ (541)

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Earnings Per Share (Tables)

6 Months Ended

Jun. 30, 2011

Earnings Per Share (Tables) [Abstract]

Basic and diluted earnings per share

	Three months ended					Six months ended
	June 30,					June 30,
	2011			2010		2011			2010
	(millions, except per share data)
Net income attributable to Willis Group Holdings	$	85		$	89	$	119		$	293
Basic weighted average number of shares outstanding		172			170		172			169
Dilutive effect of potentially issuable shares		4			1		3			2
Diluted weighted average number of shares outstanding		176			171		175			171
Basic earnings per share:
Net income attributable to Willis Group Holdings shareholders	$	0.49		$	0.52	$	0.69		$	1.73
Dilutive effect of potentially issuable shares		(0.01	)		—		(0.01	)		(0.02	)
Diluted earnings per share:
Net income attributable to Willis Group Holdings shareholders	$	0.48		$	0.52	$	0.68		$	1.71

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Condensed Consolidated Statements of Cash Flows (Unaudited) (USD $) In Millions	6 Months Ended
	Jun. 30, 2011	Jun. 30, 2010
CASH FLOWS FROM OPERATING ACTIVITIES
Net income	$ 131	$ 302	[1]
Adjustments to reconcile net income to total net cash provided by operating activities:
Net (gain) loss on disposal of operations and fixed and intangible assets	(5)	3	[1]
Depreciation expense	39	31	[1]
Amortization of intangible assets	34	42	[1]
Provision for doubtful debts	1
Provision (benefit) for deferred income taxes	49	(17)	[1]
Excess tax benefits from share-based payment arrangements	(4)	(1)	[1]
Share-based compensation	24	25	[1]
Make-whole on repurchase and redemption of senior notes and write-off of debt issuance costs	171
Undistributed earnings of associates	(6)	(14)	[1]
Non-cash Venezuela currency devaluation		12	[1]
Effect of exchange rate changes on net income	3	(2)	[1]
Changes in operating assets and liabilities, net of effects from purchase of subsidiaries:
Accounts receivable, net	(188)	(119)	[1]
Fiduciary funds	(1,510)	(1,525)	[1]
Fiduciary liabilities	1,510	1,525
Other assets	(145)	(110)	[1]
Other liabilities	21	22	[1]
Movement on provisions	1	(20)
Net cash provided by operating activities	126	154	[1]
CASH FLOWS FROM INVESTING ACTIVITIES
Proceeds on disposal of fixed and intangible assets	5	4	[1]
Additions to fixed assets	(47)	(45)	[1]
Acquisitions of subsidiaries, net of cash acquired	(4)	(15)	[1]
Acquisition of investments in associates	(2)	(1)	[1]
Investment in Trident V Parallel Fund, LP	(4)
Net cash used in investing activities	(52)	(57)	[1]
INCREASE IN CASH AND CASH EQUIVALENTS FROM OPERATING AND INVESTING ACTIVITIES	74	97	[1]
CASH FLOWS FROM FINANCING ACTIVITIES
(Repayment of ) proceeds from draw down of revolving credit facility	(90)	30	[1]
Senior notes issued	794
Debt issuance costs	(7)
Repayments of debt	(555)	(70)	[1]
Make-whole on repurchase and redemption of senior notes	(158)
Proceeds from issue of shares	42	17	[1]
Excess tax benefits from share-based payment arrangement	4	1	[1]
Dividends paid	(90)	(89)	[1]
Acquisition of noncontrolling interests	(9)	(4)	[1]
Dividends paid to noncontrolling interests	(12)	(22)	[1]
Net cash used in financing activities	(81)	(137)	[1]
INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS	(7)	(40)	[1]
Effect of exchange rate changes on cash and cash equivalents	8	(14)	[1]
CASH AND CASH EQUIVALENTS, BEGINNING OF PERIOD	316	221	[1]
CASH AND CASH EQUIVALENTS, END OF PERIOD	$ 317	$ 167	[1]

[1] The 2010 Unaudited Condensed Consolidated Statement of Cash Flows has been recast to conform to the new balance sheet presentation. See Note 2 - Basis of Presentation and Significant Accounting Policies for details.

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Equity and Noncontrolling Interests

6 Months Ended

Jun. 30, 2011

Equity [Abstract]

EQUITY AND NONCONTROLLING INTERESTS

17.   EQUITY AND NONCONTROLLING INTERESTS

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

	June 30, 2011									June 30, 2010
	Willis									Willis
	Group									Group
	Holdings			Noncontrolling			Total			Holdings			Noncontrolling			Total
	stockholders			interests			equity			stockholders			interests			equity
	(millions)
Balance at beginning of period	$	2,577		$	31		$	2,608		$	2,180		$	49		$	2,229
Comprehensive income:
Net income		119			12			131			293			9			302
Other comprehensive income (loss), net of tax		53			—			53			(16	)		—			(16	)
Comprehensive income		172			12			184			277			9			286
Dividends		(90	)		(12	)		(102	)		(89	)		(22	)		(111	)
Additional paid-in capital		48			—			48			33			—			33
Purchase of subsidiary shares from noncontrolling interests		—			—			—			—			(4	)		(4	)
Foreign currency translation		—			1			1			—			(4	)		(4	)
Balance at end of period	$	2,707		$	32		$	2,739		$	2,401		$	28		$	2,429

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

	June 30,		June 30,
	2011		2010
	(millions)
Net income attributable to Willis Group Holdings	$	119	$	293
Transfers from noncontrolling interest:
Decrease in Willis Group Holdings paid-in capital for purchase of noncontrolling interests		—		(14	)
Net transfers to noncontrolling interests		—		(14	)
Change from net income attributable to Willis Group Holdings and transfers from noncontrolling interests	$	119	$	279

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Basis of Presentation and Significant Accounting Policies (Details) (USD $) In Millions	3 Months Ended
	Mar. 31, 2010
Basis of Presentation and Significant Accounting Policies (Details) [Abstract]
Re-measurement of net assets denominated in foreign currency	$ 12

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

6 Months Ended

Jun. 30, 2011

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

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

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

Willis North America Inc. (‘Willis North America’) has $350 million senior notes outstanding that were issued on July 1, 2005. On March 28, 2007, Willis North America issued further senior notes totaling $600 million under its June 2006 registration statement. On September 29, 2009, Willis North America issued senior notes totaling $300 million.

Until December 22, 2010, all direct obligations under the senior notes were jointly and severally, irrevocably and fully and unconditionally guaranteed by Willis Group Holdings, Willis Netherlands Holdings B.V., Willis Investment UK Holdings Limited, TA I Limited, TA II Limited, Trinity Acquisition plc, TA III Limited, TA IV Limited and Willis Group Limited, the Guarantor Companies. On that date and in connection with an internal group reorganization, TA II Limited, TA III Limited and TA IV Limited transferred their obligations as guarantors to the Other Guarantor Companies. TA II Limited, TA III Limited and TA IV Limited entered voluntary liquidation on December 31, 2010. The assets of these companies were distributed to the Other Guarantor Companies, either directly or indirectly, as a final distribution paid prior to their entering voluntary liquidation. As such, these transactions did not have a material impact on the guarantees of the senior notes and did not require the consent of the noteholders under the applicable indentures.

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 of Willis Group Holdings, the Other Guarantors and the Issuer. Investments in subsidiaries in the condensed consolidating balance sheet for Other represents the cost of investment in subsidiaries recorded in the parent companies of the non-guarantor subsidiaries.

The entities included in the Other Guarantors column as of June 30, 2011 and December 31, 2010 are Willis Netherlands Holdings B.V., Willis Investment UK Holdings Limited, TA I Limited, Trinity Acquisition plc and Willis Group Limited.

Condensed Consolidating Statement of Operations

	Three months ended June 30, 2011
	Willis
	Group			The Other									Consolidating
	Holdings			Guarantors			The Issuer			Other			adjustments			Consolidated
	(millions)
REVENUES
Commissions and fees	$	—		$	—		$	—		$	854		$	—		$	854
Investment income		—			3			1			7			(3	)		8
Other income		—			—			—			24			(23	)		1
Total revenues		—			3			1			885			(26	)		863
EXPENSES
Salaries and benefits		—			—			—			(523	)		17			(506	)
Other operating expenses		—			1			(48	)		(119	)		2			(164	)
Depreciation expense		—			—			(3	)		(16	)		—			(19	)
Amortization of intangible assets		—			—			—			(22	)		5			(17	)
Total expenses		—			1			(51	)		(680	)		24			(706	)
OPERATING INCOME (LOSS)		—			4			(50	)		205			(2	)		157
Investment income from Group undertakings		1			137			110			40			(288	)		—
Interest expense		(10	)		(60	)		(37	)		(102	)		175			(34	)
(LOSS) INCOME BEFORE INCOME TAXES AND INTEREST IN EARNINGS OF ASSOCIATES		(9	)		81			23			143			(115	)		123
Income taxes		2			2			1			(39	)		3			(31	)
(LOSS) INCOME BEFORE INTEREST IN EARNINGS OF ASSOCIATES		(7	)		83			24			104			(112	)		92
Interest in earnings of associates, net of tax		—			—			—			(5	)		2			(3	)
(LOSS) NET INCOME		(7	)		83			24			99			(110	)		89
Less: Net income attributable to noncontrolling interests		—			—			—			(4	)		—			(4	)
EQUITY ACCOUNT FOR SUBSIDIARIES		92			9			(42	)		—			(59	)		—
NET INCOME (LOSS) ATTRIBUTABLE TO WILLIS GROUP HOLDINGS	$	85		$	92		$	(18	)	$	95		$	(169	)	$	85

Condensed Consolidating Statement of Operations

	Three months ended June 30, 2010
	Willis
	Group			The Other									Consolidating
	Holdings			Guarantors			The Issuer			Other			adjustments			Consolidated
	(millions)
REVENUES
Commissions and fees	$	—		$	—		$	—		$	789		$	—		$	789
Investment income		—			2			—			13			(5	)		10
Total revenues		—			2			—			802			(5	)		799
EXPENSES
Salaries and benefits		—			—			—			(466	)		10			(456	)
Other operating expenses		369			8			(61	)		(436	)		(15	)		(135	)
Depreciation expense		—			—			(2	)		(14	)		—			(16	)
Amortization of intangible assets		—			—			—			(21	)		—			(21	)
Net gain on disposal of operations		—			—			—			2,433			(2,435	)		(2	)
Total expenses		369			8			(63	)		1,496			(2,440	)		(630	)
OPERATING INCOME (LOSS)		369			10			(63	)		2,298			(2,445	)		169
Investment income from Group undertakings		—			218			117			65			(400	)		—
Interest expense		—			(79	)		(38	)		(154	)		230			(41	)
INCOME BEFORE INCOME TAXES AND INTEREST IN EARNINGS OF ASSOCIATES		369			149			16			2,209			(2,615	)		128
Income taxes		—			(7	)		16			(45	)		1			(35	)
INCOME BEFORE INTEREST IN EARNINGS OF ASSOCIATES		369			142			32			2,164			(2,614	)		93
Interest in earnings of associates, net of tax		—			—			—			(6	)		4			(2	)
NET INCOME		369			142			32			2,158			(2,610	)		91
Less: Net income attributable to noncontrolling interests		—			—			—			—			(2	)		(2	)
EQUITY ACCOUNT FOR SUBSIDIARIES		(280	)		97			(35	)		—			218			—
NET INCOME (LOSS) ATTRIBUTABLE TO WILLIS GROUP HOLDINGS	$	89		$	239		$	(3	)	$	2,158		$	(2,394	)	$	89

Condensed Consolidating Statement of Operations

	Six months ended June 30, 2011
	Willis
	Group			The Other									Consolidating
	Holdings			Guarantors			The Issuer			Other			adjustments			Consolidated
	(millions)
REVENUES
Commissions and fees	$	—		$	—		$	—		$	1,854		$	—		$	1,854
Investment income		—			6			1			15			(6	)		16
Other income		—			—			—			24			(23	)		1
Total revenues		—			6			1			1,893			(29	)		1,871
EXPENSES
Salaries and benefits		—			—			—			(1,116	)		26			(1,090	)
Other operating expenses		1			25			(93	)		(253	)		3			(317	)
Depreciation expense		—			—			(7	)		(32	)		—			(39	)
Amortization of intangible assets		—			—			—			(39	)		5			(34	)
Net gain on disposal of operations		—			—			—			6			(2	)		4
Total expenses		1			25			(100	)		(1,434	)		32			(1,476	)
OPERATING INCOME (LOSS)		1			31			(99	)		459			3			395
Investment income from Group undertakings		35			218			173			33			(459	)		—
Make-whole on repurchase and redemption of senior notes and write-off of unamortized debt issuance costs		—			(171	)		—			—			—			(171	)
Interest expense		(12	)		(125	)		(73	)		(208	)		344			(74	)
INCOME (LOSS) BEFORE INCOME TAXES AND INTEREST IN EARNINGS OF ASSOCIATES		24			(47	)		1			284			(112	)		150
Income taxes		2			45			14			(89	)		(4	)		(32	)
INCOME (LOSS) BEFORE INTEREST IN EARNINGS OF ASSOCIATES		26			(2	)		15			195			(116	)		118
Interest in earnings of associates, net of tax		—			—			—			9			4			13
NET INCOME (LOSS)		26			(2	)		15			204			(112	)		131
Less: Net income attributable to noncontrolling interests		—			—			—			(12	)		—			(12	)
EQUITY ACCOUNT FOR SUBSIDIARIES		93			133			(37	)		—			(189	)		—
NET INCOME (LOSS) ATTRIBUTABLE TO WILLIS GROUP HOLDINGS	$	119		$	131		$	(22	)	$	192		$	(301	)	$	119

Condensed Consolidating Statement of Operations

	Six months ended June 30, 2010
	Willis
	Group			The Other									Consolidating
	Holdings			Guarantors			The Issuer			Other			adjustments			Consolidated
	(millions)
REVENUES
Commissions and fees	$	—		$	—		$	—		$	1,752		$	—		$	1,752
Investment income		—			5			1			18			(5	)		19
Total revenues		—			5			1			1,770			(5	)		1,771
EXPENSES
Salaries and benefits		—			—			—			(957	)		15			(942	)
Other operating expenses		565			(26	)		(59	)		(730	)		(34	)		(284	)
Depreciation expense		—			—			(4	)		(27	)		—			(31	)
Amortization of intangible assets		—			—			—			(42	)		—			(42	)
Net gain (loss) on disposal of operations		—			—			—			2,435			(2,437	)		(2	)
Total expenses		565			(26	)		(63	)		679			(2,456	)		(1,301	)
OPERATING INCOME (LOSS)		565			(21	)		(62	)		2,449			(2,461	)		470
Investment income from Group undertakings		—			551			173			488			(1,212	)		—
Interest expense		—			(211	)		(80	)		(211	)		418			(84	)
INCOME BEFORE INCOME TAXES AND INTEREST IN EARNINGS OF ASSOCIATES		565			319			31			2,726			(3,255	)		386
Income taxes		—			(4	)		9			(119	)		12			(102	)
INCOME BEFORE INTEREST IN EARNINGS OF ASSOCIATES		565			315			40			2,607			(3,243	)		284
Interest in earnings of associates, net of tax		—			—			—			14			4			18
NET INCOME		565			315			40			2,621			(3,239	)		302
Less: Net income attributable to noncontrolling interests		—			—			—			(3	)		(6	)		(9	)
EQUITY ACCOUNT FOR SUBSIDIARIES		(272	)		132			(30	)		—			170			—
NET INCOME ATTRIBUTABLE TO WILLIS GROUP HOLDINGS	$	293		$	447		$	10		$	2,618		$	(3,075	)	$	293

Condensed Consolidating Balance Sheet

	As at June 30, 2011
	Willis
	Group			The Other			The					Consolidating
	Holdings			Guarantors			Issuer		Other			adjustments			Consolidated
	(millions)
ASSETS
CURRENT ASSETS
Cash and cash equivalents	$	—		$	—		$	87	$	230		$	—		$	317
Accounts receivable		—			—			—		1,021			28			1,049
Fiduciary assets		—			—			—		11,919			(663	)		11,256
Deferred tax assets		—			—			—		32			—			32
Other current assets		3			138			37		434			(285	)		327
Total current assets		3			138			124		13,636			(920	)		12,981
Investments in subsidiaries		(911	)		4,031			1,423		3,875			(8,418	)		—
Amounts owed by (to) Group undertakings		4,462			(5,193	)		882		(151	)		—			—
NON-CURRENT ASSETS
Fixed assets		—			—			58		335			(2	)		391
Goodwill		—			—			—		1,699			1,618			3,317
Other intangible assets		—			—			—		477			(16	)		461
Investments in associates		—			—			—		(45	)		231			186
Deferred tax assets		—			—			—		7			2			9
Pension benefits asset		—			—			—		231			—			231
Other non-current assets		6			139			48		172			—			365
Total non-current assets		6			139			106		2,876			1,833			4,960
TOTAL ASSETS	$	3,560		$	(885	)	$	2,535	$	20,236		$	(7,505	)	$	17,941
LIABILITIES AND STOCKHOLDERS’ EQUITY
CURRENT LIABILITIES
Fiduciary liabilities	$	—		$	—		$	—	$	11,919		$	(663	)	$	11,256
Deferred revenue and accrued expenses		1			—			—		322			—			323
Income taxes payable		—			51			—		107			(108	)		50
Short-term debt		—			—			110		4			—			114
Deferred tax liabilities		—			1			—		21			—			22
Other current liabilities		58			14			57		222			(33	)		318
Total current liabilities		59			66			167		12,595			(804	)		12,083
NON-CURRENT LIABILITIES
Long-term debt		794			—			1,513		—			—			2,307
Liabilities for pension benefits		—			—			—		150			—			150
Deferred tax liabilities		—			2			28		81			—			111
Provisions for liabilities		—			—			—		188			(4	)		184
Other non-current liabilities		—			5			12		350			—			367
Total non-current liabilities		794			7			1,553		769			(4	)		3,119
TOTAL LIABILITIES	$	853		$	73		$	1,720	$	13,364		$	(808	)	$	15,202
EQUITY
Total Willis Group Holdings stockholders’ equity		2,707			(958	)		815		6,840			(6,697	)		2,707
Noncontrolling interests		—			—			—		32			—			32
Total equity		2,707			(958	)		815		6,872			(6,697	)		2,739
TOTAL LIABILITIES AND EQUITY	$	3,560		$	(885	)	$	2,535	$	20,236		$	(7,505	)	$	17,941

Condensed Consolidating Balance Sheet

	As at December 31, 2010
	Willis
	Group			The Other			The					Consolidating
	Holdings			Guarantors			Issuer		Other			adjustments			Consolidated
	(millions)
ASSETS
CURRENT ASSETS
Cash and cash equivalents	$	—		$	—		$	76	$	240		$	—		$	316
Accounts receivable		2			—			—		809			28			839
Fiduciary assets		—			—			—		10,167			(598	)		9,569
Deferred tax assets		—			—			1		35			—			36
Other current assets		—			23			57		293			(33	)		340
Total current assets		2			23			134		11,544			(603	)		11,100
Investments in subsidiaries		(1,039	)		3,814			1,455		3,855			(8,085	)		—
Amounts owed by (to) Group undertakings		3,659			(4,590	)		1,002		(71	)		—			—
NON-CURRENT ASSETS
Fixed assets		—			—			52		330			(1	)		381
Goodwill		—			—			—		1,696			1,598			3,294
Other intangible assets		—			—			—		492			—			492
Investments in associates		—			—			—		(51	)		212			161
Deferred tax assets		—			—			—		7			—			7
Pension benefits asset		—			—			—		179			—			179
Other non-current assets		—			166			41		149			(123	)		233
Total non-current assets		—			166			93		2,802			1,686			4,747
TOTAL ASSETS	$	2,622		$	(587	)	$	2,684	$	18,130		$	(7,002	)	$	15,847
LIABILITIES AND STOCKHOLDERS’ EQUITY
CURRENT LIABILITIES
Fiduciary liabilities	$	—		$	—		$	—	$	10,167		$	(598	)	$	9,569
Deferred revenue and accrued expenses		1			—			—		297			—			298
Income taxes payable		—			—			—		69			(12	)		57
Short-term debt		—			—			110		—			—			110
Deferred tax liabilities		—			3			1		5			—			9
Other current liabilities		44			15			38		189			(20	)		266
Total current liabilities		45			18			149		10,727			(630	)		10,309
NON-CURRENT LIABILITIES
Long-term debt		—			500			1,653		4			—			2,157
Liabilities for pension benefits		—			—			—		164			—			164
Deferred tax liabilities		—			3			26		54			—			83
Provisions for liabilities		—			—			—		183			(4	)		179
Other non-current liabilities		—			10			16		321			—			347
Total non-current liabilities		—			513			1,695		726			(4	)		2,930
TOTAL LIABILITIES	$	45		$	531		$	1,844	$	11,453		$	(634	)	$	13,239
EQUITY
Total Willis Group Holdings stockholders’ equity		2,577			(1,118	)		840		6,646			(6,368	)		2,577
Noncontrolling interests		—			—			—		31			—			31
Total equity		2,577			(1,118	)		840		6,677			(6,368	)		2,608
TOTAL LIABILITIES AND EQUITY	$	2,622		$	(587	)	$	2,684	$	18,130		$	(7,002	)	$	15,847

Condensed Consolidating Statement of Cash Flows

	Six months ended June 30, 2011
	Willis
	Group			The Other									Consolidating
	Holdings			Guarantors			The Issuer			Other			adjustments			Consolidated
	(millions)
NET CASH PROVIDED BY (USED IN) OPERATING ACTIVITIES	$	3		$	76		$	54		$	140		$	(147	)	$	126
CASH FLOWS FROM INVESTING ACTIVITIES
Proceeds on disposal of fixed and intangible assets		—			—			—			5			—			5
Additions to fixed assets		—			—			(13	)		(34	)		—			(47	)
Acquisitions of subsidiaries, net of cash acquired		—			—			—			(4	)		—			(4	)
Acquisitions of investments in associates		—			—			—			(2	)		—			(2	)
Investment in Trident V Parallel Fund, LP		—			—			—			(4	)		—			(4	)
Net cash used in investing activities		—			—			(13	)		(39	)		—			(52	)
CASH FLOWS FROM FINANCING ACTIVITIES
Proceeds from draw down of revolving credit facility		—			—			(90	)		—			—			(90	)
Senior notes issued		794			—			—			—			—			794
Debt issuance costs		(7	)		—			—			—			—			(7	)
Repayments of debt		—			(500	)		(55	)		—			—			(555	)
Make-whole on repurchase and redemption of senior notes		—			(158	)		—			—			—			(158	)
Proceeds from issue of shares		42			—			—			—			—			42
Amounts owed by and to Group undertakings		(742	)		590			115			37			—			—
Excess tax benefits from share-based payment arrangements		—			—			—			4			—			4
Dividends paid		(90	)		—			—			(147	)		147			(90	)
Acquisition of noncontrolling interests		—			(8	)		—			(1	)		—			(9	)
Dividends paid to noncontrolling interests		—			—			—			(12	)		—			(12	)
Net cash used in financing activities		(3	)		(76	)		(30	)		(119	)		147			(81	)
INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS		—			—			11			(18	)		—			(7	)
Effect of exchange rate changes on cash and cash equivalents		—			—			—			8			—			8
CASH AND CASH EQUIVALENTS, BEGINNING OF PERIOD		—			—			76			240			—			316
CASH AND CASH EQUIVALENTS, END OF PERIOD	$	—		$	—		$	87		$	230		$	—		$	317

Condensed Consolidating Statement of Cash Flows

	Six months ended June 30, 2010(i)
	Willis
	Group			The Other									Consolidating
	Holdings			Guarantors			The Issuer			Other			adjustments			Consolidated
							(millions)
NET CASH PROVIDED BY (USED IN) OPERATING ACTIVITIES	$	569		$	321		$	42		$	(22	)	$	(756	)	$	154
CASH FLOWS FROM INVESTING ACTIVITIES
Proceeds on disposal of fixed and intangible assets		—			—			—			4			—			4
Additions to fixed assets		—			—			(13	)		(32	)		—			(45	)
Acquisitions of subsidiaries, net of cash acquired		—			—			—			(15	)		—			(15	)
Acquisitions of investments in associates		—			—			—			(1	)		—			(1	)
Net cash used in investing activities		—			—			(13	)		(44	)		—			(57	)
CASH FLOWS FROM FINANCING ACTIVITIES
Proceeds from draw down of revolving credit facility		—			—			30			—			—			30
Repayments of debt		—			—			(61	)		(9	)		—			(70	)
Proceeds from issue of shares		17			—			—			—			—			17
Amounts owed by and to Group undertakings		(542	)		(189	)		(21	)		752			—			—
Excess tax benefits from share-based payment arrangements		—			—			—			1			—			1
Dividends paid		(44	)		(132	)		—			(669	)		756			(89	)
Acquisition of noncontrolling interests		—			—			—			(4	)		—			(4	)
Dividends paid to noncontrolling interests		—			—			—			(22	)		—			(22	)
Net cash (used in) provided by financing activities		(569	)		(321	)		(52	)		49			756			(137	)
(DECREASE) INCREASE IN CASH AND CASH EQUIVALENTS		—			—			(23	)		(17	)		—			(40	)
Effect of exchange rate changes on cash and cash equivalents		—			—			—			(14	)		—			(14	)
CASH AND CASH EQUIVALENTS, BEGINNING OF PERIOD		—			—			104			117			—			221
CASH AND CASH EQUIVALENTS, END OF PERIOD	$	—		$	—		$	81		$	86		$	—		$	167

⁽ⁱ⁾ The 2010 Condensed Consolidating Statement of Cash Flows has been recast to conform to the new balance sheet presentation. See Note 2 — Basis of Presentation and Significant Accounting Policies for details

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Equity and Noncontrolling Interests (Details) (USD $) In Millions	3 Months Ended		6 Months Ended
	Jun. 30, 2011	Jun. 30, 2010	Jun. 30, 2011	Jun. 30, 2010
Equity and Noncontrolling Interests
Balance at beginning of period			$ 2,577
Balance at beginning of period, noncontrolling interest			31
Balance at beginning of period, total			2,608	2,229
Comprehensive income
Net Income (Loss) Attributable to Parent	85	89	119	293
Net income	89	91	131	302	[1]
Other comprehensive income, net of tax	21	(16)	53	(16)
Comprehensive income attributable to parent	106	73	172	277
Comprehensive income attributable noncontrolling interest	4	2	12	9
Comprehensive income, total	110	75	184	286
Dividends			(102)	(111)
Additional paid-in capital			48	33
Purchase of subsidiary shares from noncontrolling interests			0	(4)
Foreign currency translation			1	(4)
Balance at end of period	2,707		2,707
Balance at end of period, noncontrolling interest	32		32
Balance at end of period, total	2,739	2,429	2,739	2,429
Willis Group Holdings stockholders [Member]
Equity and Noncontrolling Interests
Balance at beginning of period			2,577	2,180
Comprehensive income
Net Income (Loss) Attributable to Parent			119	293
Other Comprehensive Income (Loss), Net of Tax, Portion Attributable to Parent			53	(16)
Comprehensive income attributable to parent			172	277
Dividends			(90)	(89)
Additional paid-in capital			48	33
Purchase of subsidiary shares from noncontrolling interests			0
Foreign currency translation, attributable to parent			0
Balance at end of period	2,707	2,401	2,707	2,401
Noncontrolling Interest [Member]
Equity and Noncontrolling Interests
Balance at beginning of period, noncontrolling interest			31	49
Comprehensive income
Net income			12	9
Other Comprehensive Income (Loss), Net of Tax, Portion Attributable to Noncontrolling Interest			0
Comprehensive income attributable noncontrolling interest			12	9
Dividends			(12)	(22)
Additional paid-in capital			0
Purchase of subsidiary shares from noncontrolling interests			0	(4)
Foreign currency translation, portion attributable to noncontrolling interest			1	(4)
Balance at end of period, noncontrolling interest	$ 32	$ 28	$ 32	$ 28

[1] The 2010 Unaudited Condensed Consolidated Statement of Cash Flows has been recast to conform to the new balance sheet presentation. See Note 2 - Basis of Presentation and Significant Accounting Policies for details.

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Supplemental Disclosures of Cash Flow Information (Details) (USD $) In Millions	6 Months Ended
	Jun. 30, 2011	Jun. 30, 2010
Supplemental disclosures of cash flow information:
Cash (receipts) payments for income taxes, net of cash received	$ (24)	$ 56
Cash payments for interest	62	82
Supplemental disclosures of non-cash flow investing and financing activities:
Write-off of unamortized debt issuance costs	(13)
Acquisitions:
Fair Value of Assets Acquired	2	1
Less: Liabilities assumed
Net assets (liabilities) acquired, net of cash acquired	$ 2	$ 1

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Basis of Presentation and Significant Accounting Policies

6 Months Ended

Jun. 30, 2011

Basis of Presentation and Significant Accounting Policies [Abstract]

BASIS OF PRESENTATION AND SIGNIFICANT ACCOUNTING POLICIES

2.  BASIS OF PRESENTATION AND SIGNIFICANT ACCOUNTING POLICIES

The accompanying condensed consolidated financial statements (‘Interim Financial Statements’) have been prepared in accordance with accounting principles generally accepted in the United States of America (‘US GAAP’).

The Interim Financial Statements are unaudited but include all adjustments (consisting of normal recurring adjustments) which the Company’s management considers necessary for a fair presentation of the financial position as of such dates and the operating results and cash flows for those periods. Certain information and footnote disclosures normally included in financial statements prepared in accordance with US GAAP have been condensed or omitted. However, the Company believes that the disclosures are adequate to make the information presented not misleading. The results of operations for the six month period ended June 30, 2011 may not necessarily be indicative of the operating results for the entire fiscal year.

These Interim Financial Statements should be read in conjunction with the Company’s consolidated balance sheets as of December 31, 2010 and 2009, and the related consolidated statements of operations, cash flows and changes in equity for each of the three years in the period ended December 31, 2010 included in the Annual Report on Form 10-K filed with the Securities and Exchange Commission on February 25, 2011 (‘2010 10-K’) and Current Report on Form 8-K subsequently filed on March 14, 2011.

Balance Sheet Presentation

As disclosed in the Company’s 2010 10-K, the Company now provides additional disclosure within the unaudited condensed consolidated balance sheet of:

•   the Group’s non-fiduciary balances; and

•   the further distinction between those assets and liabilities that are expected to be realized within or later than twelve months of the balance sheet date.

The Company believes this amended presentation better reflects the Company’s liquidity position and exposures to credit risk. Accordingly, the unaudited condensed consolidated statement of cash flows for the six months ended June 30, 2010 has been recast to conform with the new balance sheet presentation.

Devaluation of Venezuelan Currency

With effect from January 1, 2010, the Venezuelan economy was designated as hyper-inflationary. The Venezuelan government also devalued the Bolivar Fuerte in January 2010. As a result of these actions, the Company recorded a $12 million charge in other operating expenses in the three month period ended March 31, 2010 to reflect the re-measurement of its net monetary assets denominated in Venezuelan Bolivar Fuerte at January 1, 2010.

Recent Accounting Pronouncements

Fair Value Measurement and Disclosure

In May 2011, the Financial Accounting Standards Board (‘FASB’) issued Accounting Standards Update (‘ASU’) No. 2011-04, Fair Value Measurement: Amendments to Achieve Common Fair Value Measurement and Disclosure Requirements in U.S. GAAP and IFRSs. The new guidance was issued to provide a consistent definition of fair value and ensure that fair value measurements and disclosure requirements are similar between US GAAP and International Financial Reporting Standards (‘IFRS’). The guidance changes certain fair value measurement principles and enhances the disclosure requirements for fair value measurements.

This guidance is effective for interim and annual periods beginning after December 15, 2011 and is applied prospectively.

The Company is currently evaluating the impact that adoption of this guidance will have on the consolidated financial statements.

Other Comprehensive Income

In June 2011, the FASB issued 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 is applied retrospectively, although early adoption is permitted.

The Company is currently evaluating the impact that adoption of this guidance will have on the consolidated financial statements.

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Other Intangible Assets, Net

6 Months Ended

Jun. 30, 2011

Other Intangible Assets, Net [Abstract]

OTHER INTANGIBLE ASSETS, NET

11.   OTHER INTANGIBLE ASSETS, NET

Other intangible assets are classified into the following categories:

•   ‘Customer and Marketing Related’, including:

•   client relationships;

•   client lists;

•   non-compete agreements;

•   trade names; and

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

The major classes of amortizable intangible assets are as follows:

	June 30, 2011							December 31, 2010
	Gross					Net		Gross					Net
	carrying		Accumulated			carrying		carrying		Accumulated			carrying
	amount		amortization			amount		amount		amortization			amount
	(millions)
Customer and Marketing Related:
Client Relationships	$	705	$	(247	)	$	458	$	695	$	(207	)	$	488
Client Lists		8		(7	)		1		9		(7	)		2
Non-compete Agreements		36		(36	)		—		36		(36	)		—
Trade Names		11		(10	)		1		11		(10	)		1
Total Customer and Marketing Related		760		(300	)		460		751		(260	)		491
Contract based, Technology and Other		4		(3	)		1		4		(3	)		1
Total amortizable intangible assets	$	764	$	(303	)	$	461	$	755	$	(263	)	$	492

The aggregate amortization of intangible assets for the six months ended June 30, 2011 was $34 million (2010: $42 million), of which $17 million was recognized in the three months ended June 30, 2011 (2010: $21 million). The estimated aggregate amortization of intangible assets for each of the next five years ended December 31 is as follows:

	Remainder of
	2011		2012		2013		2014		2015		Thereafter		Total
	(millions)
Amortization of intangible assets	$	34	$	61	$	53	$	45	$	38	$	230	$	461

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Derivative Financial Instruments and Hedging Activities (Details 2) (USD $) In Millions	Jun. 30, 2011	Dec. 31, 2010
Assets:
Derivative assets financial and hedging instruments, fair value	$ 50	$ 47
Liabilities:
Derivative liabilities financial and hedging instruments, fair value	(14)	(12)
Interest Rate Swap [Member] | Other Assets [Member] | Cash Flow Hedging [Member]
Assets:
Derivative assets financial and hedging instruments, fair value	15	17
Interest Rate Swap [Member] | Other Assets [Member] | Fair Value Hedging [Member]
Assets:
Derivative assets financial and hedging instruments, fair value	22	14
Interest Rate Swap [Member] | Other Liabilities [Member] | Cash Flow Hedging [Member]
Liabilities:
Derivative liabilities financial and hedging instruments, fair value	(2)	(2)
Forward Contracts [Member] | Other Assets [Member]
Assets:
Derivative assets financial and hedging instruments, fair value	13	16
Forward Contracts [Member] | Other Liabilities [Member]
Liabilities:
Derivative liabilities financial and hedging instruments, fair value	$ (12)	$ (10)

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Fair Value Measurement (Details) (USD $) In Millions	Jun. 30, 2011	Dec. 31, 2010
Assets at fair value:
Cash and cash equivalents	$ 317	$ 316
Fiduciary funds - restricted (included within Fiduciary assets)	1,957	1,764
Derivative financial instruments	50	47
Total assets	2,324	2,127
Liabilities at fair value:
Derivative financial instruments	14	12
Changes in fair value of hedged debt	16	12
Total liabilities	30	24
Quoted prices in active markets for identical assets Level 1 [Member]
Assets at fair value:
Cash and cash equivalents	317	316
Fiduciary funds - restricted (included within Fiduciary assets)	1,957	1,764
Derivative financial instruments	0	0
Total assets	2,274	2,080
Quoted prices in active markets for identical assets Level 1 [Member]
Liabilities at fair value:
Derivative financial instruments	0	0
Changes in fair value of hedged debt	0	0
Total liabilities	0	0
Significant other observable inputs Level 2 [Member]
Assets at fair value:
Cash and cash equivalents	0	0
Fiduciary funds - restricted (included within Fiduciary assets)	0	0
Derivative financial instruments	50	47
Total assets	50	47
Significant other observable inputs Level 2 [Member]
Liabilities at fair value:
Derivative financial instruments	14	12
Changes in fair value of hedged debt	16	12
Total liabilities	30	24
Significant other unobservable inputs Level 3 [Member]
Assets at fair value:
Cash and cash equivalents	0	0
Fiduciary funds - restricted (included within Fiduciary assets)	0	0
Derivative financial instruments	0	0
Total assets	0	0
Significant other unobservable inputs Level 3 [Member]
Liabilities at fair value:
Derivative financial instruments	0	0
Changes in fair value of hedged debt	0	0
Total liabilities	$ 0	$ 0

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Comprehensive Income (Details) (USD $) In Millions	3 Months Ended		6 Months Ended
	Jun. 30, 2011	Jun. 30, 2010	Jun. 30, 2011	Jun. 30, 2010
Comprehensive Income, Net of Tax, Attributable to Parent [Abstract]
NET (LOSS) INCOME	$ 89	$ 91	$ 131	$ 302	[1]
Comprehensive income
Foreign currency translation adjustment (net of tax of $nil, $nil, $nil and $nil)	25	(29)	65	(35)
Pension funding adjustment (net of tax of $nil million, $(2) million, $(1) million and $(5) million)	0	6	(5)	12
Net loss on derivative instruments (net of tax of $1 million, $ (2) million, $ 3 million and $ (2) million)	(4)	7	(7)	7
Other comprehensive income (net of tax of $1 million, $(4) million, $2 million and $(7) million)	21	(16)	53	(16)
Comprehensive income, total	110	75	184	286
Noncontrolling interest	(4)	(2)	(12)	(9)
Comprehensive income attributable to Willis Group Holdings	$ 106	$ 73	$ 172	$ 277

[1] The 2010 Unaudited Condensed Consolidated Statement of Cash Flows has been recast to conform to the new balance sheet presentation. See Note 2 - Basis of Presentation and Significant Accounting Policies for details.

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Other Intangible Assets, Net (Tables)

6 Months Ended

Jun. 30, 2011

Other Intangible Assets, Net (Tables) [Abstract]

Major classes of amortizable intangible assets

	June 30, 2011							December 31, 2010
	Gross					Net		Gross					Net
	carrying		Accumulated			carrying		carrying		Accumulated			carrying
	amount		amortization			amount		amount		amortization			amount
	(millions)
Customer and Marketing Related:
Client Relationships	$	705	$	(247	)	$	458	$	695	$	(207	)	$	488
Client Lists		8		(7	)		1		9		(7	)		2
Non-compete Agreements		36		(36	)		—		36		(36	)		—
Trade Names		11		(10	)		1		11		(10	)		1
Total Customer and Marketing Related		760		(300	)		460		751		(260	)		491
Contract based, Technology and Other		4		(3	)		1		4		(3	)		1
Total amortizable intangible assets	$	764	$	(303	)	$	461	$	755	$	(263	)	$	492

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

	Remainder of
	2011		2012		2013		2014		2015		Thereafter		Total
	(millions)
Amortization of intangible assets	$	34	$	61	$	53	$	45	$	38	$	230	$	461

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Supplemental Disclosures of Cash Flow Information

6 Months Ended

Jun. 30, 2011

Supplemental Disclosures of Cash Flow Information [Abstract]

SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION

15.   SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION

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

	Six months ended
	June 30,
	2011			2010
	(millions)
Supplemental disclosures of cash flow information:
Cash (receipts) payments for income taxes, net of cash received	$	(24	)	$	56
Cash payments for interest		62			82
Supplemental disclosures of non-cash flow investing and financing activities:
Write-off of unamortized debt issuance costs	$	(13	)	$	—
Acquisitions:
Fair value of assets acquired	$	2		$	1
Less: Liabilities assumed		—			—
Net assets acquired, net of cash acquired	$	2		$	1

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Condensed Consolidated Statements of Operations (Unaudited) (USD $) In Millions, except Per Share data	3 Months Ended		6 Months Ended
	Jun. 30, 2011	Jun. 30, 2010	Jun. 30, 2011	Jun. 30, 2010
REVENUES
Commissions and fees	$ 854	$ 789	$ 1,854	$ 1,752
Investment income	8	10	16	19
Other income	1		1
Total revenues	863	799	1,871	1,771
EXPENSES
Salaries and benefits	(506)	(456)	(1,090)	(942)
Other operating expenses	(164)	(135)	(317)	(284)
Depreciation expense	(19)	(16)	(39)	(31)	[1]
Amortization of intangible assets	(17)	(21)	(34)	(42)	[1]
Net gain (loss) on disposal of operations		(2)	4	(2)
Total expenses	706	630	1,476	1,301
OPERATING INCOME	157	169	395	470
Make-whole on repurchase and redemption of senior notes and write-off of debt issuance costs			(171)
Interest expense	(34)	(41)	(74)	(84)
INCOME BEFORE INCOME TAXES AND INTEREST IN EARNINGS OF ASSOCIATES	123	128	150	386
Income taxes	(31)	(35)	(32)	(102)
INCOME BEFORE INTEREST IN EARNINGS OF ASSOCIATES	92	93	118	284
Interest in earnings of associates, net of tax	(3)	(2)	13	18
NET INCOME	89	91	131	302	[1]
Less: net income attributable to noncontrolling interests	(4)	(2)	(12)	(9)
NET INCOME ATTRIBUTABLE TO WILLIS GROUP HOLDINGS	$ 85	$ 89	$ 119	$ 293
EARNINGS PER SHARE - BASIC AND DILUTED
Basic earnings per share	$ 0.49	$ 0.52	$ 0.69	$ 1.73
Diluted earnings per share	$ 0.48	$ 0.52	$ 0.68	$ 1.71
CASH DIVIDENDS DECLARED PER SHARE	$ 0.26	$ 0.26	$ 0.52	$ 0.52

[1] The 2010 Unaudited Condensed Consolidated Statement of Cash Flows has been recast to conform to the new balance sheet presentation. See Note 2 - Basis of Presentation and Significant Accounting Policies for details.

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Other Liabilities (Tables)

6 Months Ended

Jun. 30, 2011

Other Liabilities (Tables) [Abstract]

Analysis of other liabilities

	June 30,		December 31,
	2011		2010
	(millions)
Other current liabilities
Other taxes payable	$	46	$	41
Accounts payable		72		39
Accrued dividends payable		46		46
Accrued interest payable		37		21
Derivatives		7		6
Other payables		110		113
Total other current liabilities	$	318	$	266
Other non-current liabilities
Incentives from lessors	$	156	$	150
Deferred compensation plan liability		122		120
Capital lease obligation		25		23
Derivatives		7		6
Other payables		57		48
Total other non-current liabilities	$	367	$	347
Total other liabilities	$	685	$	613

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Financial Information for Parent Guarantor, Other Guarantor Subsidiaries and Non-Guarantor Subsidiaries (Details 1) (USD $) In Millions	Jun. 30, 2011	Dec. 31, 2010	Jun. 30, 2010		Dec. 31, 2009
CURRENT ASSETS
Cash and cash equivalents	$ 317	$ 316	$ 167	[1]	$ 221	[1]
Accounts receivable	1,049	839
Fiduciary assets	11,256	9,569
Deferred tax assets	32	36
Other current assets	327	340
Total current assets	12,981	11,100
Investments in subsidiaries	0	0
Amounts owed by (to) Group undertakings	0	0
NON-CURRENT ASSETS
Fixed assets	391	381
Goodwill	3,317	3,294			3,277
Other intangible assets, net	461	492
Investments in associates	186	161
Deferred tax assets	9	7
Pension benefits asset	231	179
Total other non-current assets	365	233
Total non-current assets	4,960	4,747
TOTAL ASSETS	17,941	15,847
CURRENT LIABILITIES
Fiduciary liabilities	11,256	9,569
Deferred revenue and accrued expenses	323	298
Income taxes payable	50	57
Short-term debt and current portion of long-term debt	114	110
Deferred tax liabilities	22	9
Total other current liabilities	318	266
Total current liabilities	12,083	10,309
NON-CURRENT LIABILITIES
Long-term debt	2,307	2,157
Liabilities for pension benefits	150	164
Deferred tax liabilities	111	83
Provisions for liabilities	184	179
Total other non-current liabilities	367	347
Total non-current liabilities	3,119	2,930
Total Liabilities	15,202	13,239
EQUITY
Total Willis Group Holdings shareholders' equity	2,707	2,577
Noncontrolling interests	32	31
Total equity	2,739	2,608	2,429		2,229
TOTAL LIABILITIES AND EQUITY	17,941	15,847
Willis Group Holdings
CURRENT ASSETS
Cash and cash equivalents	0	0	0		0
Accounts receivable	0	2
Fiduciary assets	0	0
Deferred tax assets	0	0
Other current assets	3	0
Total current assets	3	2
Investments in subsidiaries	(911)	(1,039)
Amounts owed by (to) Group undertakings	4,462	3,659
NON-CURRENT ASSETS
Fixed assets	0	0
Goodwill	0	0
Other intangible assets, net	0	0
Investments in associates	0	0
Deferred tax assets	0	0
Pension benefits asset	0	0
Total other non-current assets	6	0
Total non-current assets	6	0
TOTAL ASSETS	3,560	2,622
CURRENT LIABILITIES
Fiduciary liabilities	0	0
Deferred revenue and accrued expenses	1	1
Income taxes payable	0	0
Short-term debt and current portion of long-term debt	0	0
Deferred tax liabilities	0	0
Total other current liabilities	58	44
Total current liabilities	59	45
NON-CURRENT LIABILITIES
Long-term debt	794	0
Liabilities for pension benefits	0	0
Deferred tax liabilities	0	0
Provisions for liabilities	0	0
Total other non-current liabilities	0	0
Total non-current liabilities	794	0
Total Liabilities	853	45
EQUITY
Total Willis Group Holdings shareholders' equity	2,707	2,577
Noncontrolling interests	0	0
Total equity	2,707	2,577
TOTAL LIABILITIES AND EQUITY	3,560	2,622
The Other Guarantors [Member]
CURRENT ASSETS
Cash and cash equivalents	0	0	0		0
Accounts receivable	0	0
Fiduciary assets	0	0
Deferred tax assets	0	0
Other current assets	138	23
Total current assets	138	23
Investments in subsidiaries	4,031	3,814
Amounts owed by (to) Group undertakings	(5,193)	(4,590)
NON-CURRENT ASSETS
Fixed assets	0	0
Goodwill	0	0
Other intangible assets, net	0	0
Investments in associates	0	0
Deferred tax assets	0	0
Pension benefits asset	0	0
Total other non-current assets	139	166
Total non-current assets	139	166
TOTAL ASSETS	(885)	(587)
CURRENT LIABILITIES
Fiduciary liabilities	0	0
Deferred revenue and accrued expenses	0	0
Income taxes payable	51	0
Short-term debt and current portion of long-term debt	0	0
Deferred tax liabilities	1	3
Total other current liabilities	14	15
Total current liabilities	66	18
NON-CURRENT LIABILITIES
Long-term debt	0	500
Liabilities for pension benefits	0	0
Deferred tax liabilities	2	3
Provisions for liabilities	0	0
Total other non-current liabilities	5	10
Total non-current liabilities	7	513
Total Liabilities	73	531
EQUITY
Total Willis Group Holdings shareholders' equity	(958)	(1,118)
Noncontrolling interests	0	0
Total equity	(958)	(1,118)
TOTAL LIABILITIES AND EQUITY	(885)	(587)
The Issuer [Member]
CURRENT ASSETS
Cash and cash equivalents	87	76	81		104
Accounts receivable	0	0
Fiduciary assets	0	0
Deferred tax assets	0	1
Other current assets	37	57
Total current assets	124	134
Investments in subsidiaries	1,423	1,455
Amounts owed by (to) Group undertakings	882	1,002
NON-CURRENT ASSETS
Fixed assets	58	52
Goodwill	0	0
Other intangible assets, net	0	0
Investments in associates	0	0
Deferred tax assets	0	0
Pension benefits asset	0	0
Total other non-current assets	48	41
Total non-current assets	106	93
TOTAL ASSETS	2,535	2,684
CURRENT LIABILITIES
Fiduciary liabilities	0	0
Deferred revenue and accrued expenses	0	0
Income taxes payable	0	0
Short-term debt and current portion of long-term debt	110	110
Deferred tax liabilities	0	1
Total other current liabilities	57	38
Total current liabilities	167	149
NON-CURRENT LIABILITIES
Long-term debt	1,513	1,653
Liabilities for pension benefits	0	0
Deferred tax liabilities	28	26
Provisions for liabilities	0	0
Total other non-current liabilities	12	16
Total non-current liabilities	1,553	1,695
Total Liabilities	1,720	1,844
EQUITY
Total Willis Group Holdings shareholders' equity	815	840
Noncontrolling interests	0	0
Total equity	815	840
TOTAL LIABILITIES AND EQUITY	2,535	2,684
Other [Member]
CURRENT ASSETS
Cash and cash equivalents	230	240	86		117
Accounts receivable	1,021	809
Fiduciary assets	11,919	10,167
Deferred tax assets	32	35
Other current assets	434	293
Total current assets	13,636	11,544
Investments in subsidiaries	3,875	3,855
Amounts owed by (to) Group undertakings	(151)	(71)
NON-CURRENT ASSETS
Fixed assets	335	330
Goodwill	1,699	1,696
Other intangible assets, net	477	492
Investments in associates	(45)	(51)
Deferred tax assets	7	7
Pension benefits asset	231	179
Total other non-current assets	172	149
Total non-current assets	2,876	2,802
TOTAL ASSETS	20,236	18,130
CURRENT LIABILITIES
Fiduciary liabilities	11,919	10,167
Deferred revenue and accrued expenses	322	297
Income taxes payable	107	69
Short-term debt and current portion of long-term debt	4	0
Deferred tax liabilities	21	5
Total other current liabilities	222	189
Total current liabilities	12,595	10,727
NON-CURRENT LIABILITIES
Long-term debt	0	4
Liabilities for pension benefits	150	164
Deferred tax liabilities	81	54
Provisions for liabilities	188	183
Total other non-current liabilities	350	321
Total non-current liabilities	769	726
Total Liabilities	13,364	11,453
EQUITY
Total Willis Group Holdings shareholders' equity	6,840	6,646
Noncontrolling interests	32	31
Total equity	6,872	6,677
TOTAL LIABILITIES AND EQUITY	20,236	18,130
Consolidating adjustments [Member]
CURRENT ASSETS
Cash and cash equivalents	0	0	0		0
Accounts receivable	28	28
Fiduciary assets	(663)	(598)
Deferred tax assets	0	0
Other current assets	(285)	(33)
Total current assets	(920)	(603)
Investments in subsidiaries	(8,418)	(8,085)
Amounts owed by (to) Group undertakings	0	0
NON-CURRENT ASSETS
Fixed assets	(2)	(1)
Goodwill	1,618	1,598
Other intangible assets, net	(16)	0
Investments in associates	231	212
Deferred tax assets	2	0
Pension benefits asset	0	0
Total other non-current assets	0	(123)
Total non-current assets	1,833	1,686
TOTAL ASSETS	(7,505)	(7,002)
CURRENT LIABILITIES
Fiduciary liabilities	(663)	(598)
Deferred revenue and accrued expenses	0	0
Income taxes payable	(108)	(12)
Short-term debt and current portion of long-term debt	0	0
Deferred tax liabilities	0	0
Total other current liabilities	(33)	(20)
Total current liabilities	(804)	(630)
NON-CURRENT LIABILITIES
Long-term debt	0	0
Liabilities for pension benefits	0	0
Deferred tax liabilities	0	0
Provisions for liabilities	(4)	(4)
Total other non-current liabilities	0	0
Total non-current liabilities	(4)	(4)
Total Liabilities	(808)	(634)
EQUITY
Total Willis Group Holdings shareholders' equity	(6,697)	(6,368)
Noncontrolling interests	0	0
Total equity	(6,697)	(6,368)
TOTAL LIABILITIES AND EQUITY	$ (7,505)	$ (7,002)

[1] The 2010 Unaudited Condensed Consolidated Statement of Cash Flows has been recast to conform to the new balance sheet presentation. See Note 2 - Basis of Presentation and Significant Accounting Policies for details.

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Segment Information (Details 1) (USD $) In Millions	3 Months Ended		6 Months Ended
	Jun. 30, 2011	Jun. 30, 2010	Jun. 30, 2011	Jun. 30, 2010
Corporate and other information
Amortization of intangible assets	$ (17)	$ (21)	$ (34)	$ (42)	[1]
Venezuela currency devaluation				(12)	[1]
Other operating expenses	(164)	(135)	(317)	(284)
Total Corporate and Other	157	169	395	470
Corporate and Other [Member]
Corporate and other information
Amortization of intangible assets	(17)	(21)	(34)	(42)
Foreign exchange hedging	1	(2)	2	(6)
Foreign exchange on the UK pension plan asset	0	2	1	6
Non-taxable gain on disposal of operations before tax	0	(2)	4	(2)
Q1 2011 operational review	(18)		(115)
FSA regulatory settlement	(11)		(11)
Venezuela currency devaluation			0	(12)
Other operating expenses	(4)	(4)	(4)	(4)
Total Corporate and Other	$ (49)	$ (27)	$ (157)	$ (60)

[1] The 2010 Unaudited Condensed Consolidated Statement of Cash Flows has been recast to conform to the new balance sheet presentation. See Note 2 - Basis of Presentation and Significant Accounting Policies for details.

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Earnings Per Share (Details) (USD $) In Millions, except Per Share data	3 Months Ended		6 Months Ended
	Jun. 30, 2011	Jun. 30, 2010	Jun. 30, 2011	Jun. 30, 2010
Basic and diluted earnings per share
Net income attributable to Willis Group Holdings	$ 85	$ 89	$ 119	$ 293
Basic weighted average number of shares outstanding	172	170	172	169
Dilutive effect of potentially issuable shares	4	1	3	2
Diluted weighted average number of shares outstanding	176	171	175	171
Basic earnings per share:
Net income attributable to Willis Group Holdings shareholders, Basic	$ 0.49	$ 0.52	$ 0.69	$ 1.73
Dilutive effect of potentially issuable shares	$ (0.01)		$ (0.01)	$ (0.02)
Diluted earnings per share:
Net income attributable to Willis Group Holdings shareholders, Diluted	$ 0.48	$ 0.52	$ 0.68	$ 1.71

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Derivative Financial Instruments and Hedging Activities (Details 4) (Interest Rate Swap [Member], USD $) In Millions	3 Months Ended		6 Months Ended
	Jun. 30, 2011	Jun. 30, 2010	Jun. 30, 2011	Jun. 30, 2010
Interest Rate Swap [Member]
Derivative Instruments, Gain (Loss) [Line Items]
Derivative, Description of Hedged Item	5.625% senior notes due 2015		5.625% senior notes due 2015
Gain (loss) recognized for derivative	$ (6)	$ 12	$ 5	$ 14
Gain (loss) recognized for hedged item	6	(12)	(4)	(14)
Ineffectiveness recognized in interest expense	$ 0		$ (1)

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Debt (Textuals) (USD $) In Millions, unless otherwise specified	3 Months Ended	6 Months Ended
	Mar. 31, 2011	Jun. 30, 2011	Dec. 31, 2010
5-year term loan facility [Member]
Debt (Textuals) [Abstract]
Number of years of loan facility		5 years
Interest of loan facility		LIBOR plus 2.250%
Repayable of term loan Per Quarter		$ 27
Repayable of term loan in Last Quarter of 2013		115
Revolving $300 million credit facility [Member]
Debt (Textuals) [Abstract]
Revolving credit facility		300
6.000% loan notes due 2012 [Member]
Debt (Textuals) [Abstract]
Percentage of loan notes		6.00%
5.625% senior notes due 2015 [Member]
Debt (Textuals) [Abstract]
Percentage of loan notes		5.625%
Long-term debt		350	350
12.875% senior notes due 2016 [Member]
Debt (Textuals) [Abstract]
Percentage of loan notes		12.875%
Long-term debt		0	500
Redemption of senior notes	465	35
Make-whole on repurchase of senior notes		146
Make-whole on redemption of senior notes	12
Write off of unamortized debt issuance costs associated with debt repurchase	13
4.125% senior notes due 2016 [Member]
Debt (Textuals) [Abstract]
Percentage of loan notes		4.125%
Effective interest rate		4.24%
Long-term debt		299	0
6.200% senior notes due 2017 [Member]
Debt (Textuals) [Abstract]
Percentage of loan notes		6.20%
Long-term debt		600	600
7.000% senior notes due 2019 [Member]
Debt (Textuals) [Abstract]
Percentage of loan notes		7.00%
Long-term debt		300	300
5.750% senior notes due 2021 [Member]
Debt (Textuals) [Abstract]
Percentage of loan notes		5.75%
Effective interest rate		5.871%
Long-term debt		$ 496	$ 0

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Salaries and Benefits Expense (Details) (USD $) In Millions	3 Months Ended	6 Months Ended
	Jun. 30, 2011	Jun. 30, 2011
Severance liability
Beginning Balance		$ 0
Severance costs accrued	9	55
Ending Balance	26	26
Employee Severance [Member]
Severance liability
Severance costs accrued		55
Cash payments		(29)
Foreign exchange		$ 0

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Salaries and Benefits Expense (Details 1) (USD $) In Millions	3 Months Ended		6 Months Ended
	Jun. 30, 2011	Jun. 30, 2010	Jun. 30, 2011	Jun. 30, 2010
Cash Retention Awards
Cash retention awards made	$ 11	$ 16	$ 206	$ 185
Amortization of cash retention awards included in salaries and benefits	$ 44	$ 32	$ 88	$ 60

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Derivative Financial Instruments and Hedging Activities (Details 1) (USD $) In Millions	Jun. 30, 2011
US dollar [Member]
Foreign Currency Derivatives Cashflow Hedges, Sell
Foreign currency derivatives cashflow hedges, Sell	$ 325
Foreign currency derivatives cashflow hedges, Fair value	10
Euro [Member]
Foreign Currency Derivatives Cashflow Hedges, Sell
Foreign currency derivatives cashflow hedges, Sell	161
Foreign currency derivatives cashflow hedges, Fair value	(5)
Japanese yen [Member]
Foreign Currency Derivatives Cashflow Hedges, Sell
Foreign currency derivatives cashflow hedges, Sell	64
Foreign currency derivatives cashflow hedges, Fair value	$ (4)

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Debt (Tables)

6 Months Ended

Jun. 30, 2011

Debt (Tables) [Abstract]

Short term debt and current portion of long-term debt

	June 30,		December 31,
	2011		2010
	(millions)
Current portion of 5-year term loan facility	$	110	$	110
6.000% loan notes due 2012		4		—
	$	114	$	110

Long-term debt

	June 30,		December 31,
	2011		2010
	(millions)
5-year term loan facility	$	246	$	301
Revolving $300 million credit facility		—		90
6.000% loan notes due 2012		—		4
5.625% senior notes due 2015		350		350
Fair value adjustment on 5.625% senior notes due 2015		16		12
12.875% senior notes due 2016		—		500
4.125% senior notes due 2016		299		—
6.200% senior notes due 2017		600		600
7.000% senior notes due 2019		300		300
5.750% senior notes due 2021		496		—
	$	2,307	$	2,157