Willis Towers Watson Public Limited (WTW) 8-K Other Events

Exhibit 99.2 Financial Statements and Supplementary Data Q2 2013

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Willis Group Holdings plc

PART I — FINANCIAL INFORMATION

Item 1 — Financial Statements

UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

		Three months ended June 30,						Six months ended June 30,
	Note	2013			2012			2013			2012
		(millions, except per share data)
REVENUES
Commissions and fees		$	885		$	837		$	1,931		$	1,842
Investment income		3			5			7			10
Other income		2			—			3			3
Total revenues		890			842			1,941			1,855
EXPENSES
Salaries and benefits	3	(529		)	(500		)	(1,097		)	(1,006		)
Other operating expenses		(155		)	(129		)	(311		)	(285		)
Depreciation expense		(21		)	(19		)	(47		)	(38		)
Amortization of intangible assets	11	(14		)	(15		)	(28		)	(30		)
Total expenses		(719		)	(663		)	(1,483		)	(1,359		)
OPERATING INCOME		171			179			458			496
Interest expense		(32		)	(33		)	(63		)	(65		)
INCOME BEFORE INCOME TAXES AND INTEREST IN EARNINGS OF ASSOCIATES		139			146			395			431
Income taxes	4	(29		)	(36		)	(77		)	(104		)
INCOME BEFORE INTEREST IN EARNINGS OF ASSOCIATES		110			110			318			327
Interest in earnings of associates, net of tax		(3		)	(1		)	12			14
INCOME FROM CONTINUING OPERATIONS		107			109			330			341
Discontinued operations, net of tax		—			1			—			1
NET INCOME		107			110			330			342
Less: net income attributable to noncontrolling interests		(2		)	(2		)	(6		)	(9		)
NET INCOME ATTRIBUTABLE TO WILLIS GROUP HOLDINGS		$	105		$	108		$	324		$	333
AMOUNTS ATTRIBUTABLE TO WILLIS GROUP HOLDINGS SHAREHOLDERS
Income from continuing operations, net of tax		$	105		$	107		$	324		$	332
Income from discontinued operations, net of tax		—			1			—			1
NET INCOME ATTRIBUTABLE TO WILLIS GROUP HOLDINGS		$	105		$	108		$	324		$	333

EARNINGS PER SHARE — BASIC AND DILUTED
— Basic earnings per share - continuing operations	5	$	0.60	$	0.62	$	1.86	$	1.91
— Diluted earnings per share - continuing operations	5	$	0.59	$	0.61	$	1.83	$	1.89
CASH DIVIDENDS DECLARED PER SHARE		$	0.28	$	0.27	$	0.56	$	0.54

The accompanying notes are an integral part of these condensed consolidated financial statements.

2

Financial statements

UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME

		Three months ended June 30,						Six months ended June 30,
	Note	2013			2012			2013			2012
		(millions)
Comprehensive income		$	113		$	78		$	299		$	342
Less: comprehensive income attributable to noncontrolling interests		(2		)	(1		)	(5		)	(9		)
TOTAL COMPREHENSIVE INCOME ATTRIBUTABLE TO WILLIS GROUP HOLDINGS	17	$	111		$	77		$	294		$	333

The accompanying notes are an integral part of these condensed consolidated financial statements.

3

Willis Group Holdings plc

UNAUDITED CONDENSED CONSOLIDATED BALANCE SHEETS

	Note	June 30, 2013		December 31, 2012
		(millions, except share data)
ASSETS
CURRENT ASSETS
Cash and cash equivalents		$	503	$	500
Accounts receivable, net		1,044		933
Fiduciary assets		9,910		9,271
Deferred tax assets		10		13
Other current assets	12	207		181
Total current assets		11,674		10,898
NON-CURRENT ASSETS
Fixed assets, net		452		468
Goodwill	10	2,829		2,827
Other intangible assets, net	11	373		385
Investments in associates		177		174
Deferred tax assets		15		18
Pension benefits asset		213		136
Other non-current assets	12	205		206
Total non-current assets		4,264		4,214
TOTAL ASSETS		$	15,938	$	15,112
LIABILITIES AND STOCKHOLDERS’ EQUITY
CURRENT LIABILITIES
Fiduciary liabilities		$	9,910	$	9,271
Deferred revenue and accrued expenses		414		541
Income taxes payable		34		19
Short-term debt and current portion of long-term debt	14	17		15
Deferred tax liabilities		32		21
Other current liabilities	13	358		327
Total current liabilities		10,765		10,194
NON-CURRENT LIABILITIES
Long-term debt	14	2,326		2,338
Liability for pension benefits		256		282
Deferred tax liabilities		18		18
Provisions for liabilities		202		180
Other non-current liabilities	13	371		375
Total non-current liabilities		3,173		3,193
Total liabilities		13,938		13,387

(Continued on next page)

4

Financial statements

UNAUDITED CONDENSED CONSOLIDATED BALANCE SHEETS (Continued)

	Note	June 30, 2013			December 31, 2012
		(millions, except share data)
COMMITMENTS AND CONTINGENCIES	7
EQUITY
Ordinary shares, $0.000115 nominal value; Authorized: 4,000,000,000; Issued 175,276,936 shares in 2013 and 173,178,733 shares in 2012		—			—
Ordinary shares, €1 nominal value; Authorized: 40,000; Issued 40,000 shares in 2013 and 2012		—			—
Preference shares, $0.000115 nominal value; Authorized: 1,000,000,000; Issued nil shares in 2013 and 2012		—			—
Additional paid-in capital		1,207			1,125
Retained earnings		1,653			1,427
Accumulated other comprehensive loss, net of tax	16	(880		)	(850		)
Treasury shares, at cost, 46,408 shares, $0.000115 nominal value, in 2013 and 2012 and 40,000 shares, €1 nominal value, in 2013 and 2012		(3		)	(3		)
Total Willis Group Holdings stockholders’ equity	17	1,977			1,699
Noncontrolling interests	17	23			26
Total equity		2,000			1,725
TOTAL LIABILITIES AND EQUITY		$	15,938		$	15,112

The accompanying notes are an integral part of these condensed consolidated financial statements.

5

Willis Group Holdings plc

UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

		Six months ended June 30,
	Note	2013			2012
		(millions)
CASH FLOWS FROM OPERATING ACTIVITIES
Net income		$	330		$	342
Adjustments to reconcile net income to total net cash provided by operating activities:
Income from discontinued operations		—			(1		)
Net gain on disposal of operations and fixed and intangible assets		(3		)	(3		)
Depreciation expense		47			38
Amortization of intangible assets	11	28			30
Amortization of cash retention awards		3			116
Net periodic (income) cost of defined benefit pension plans	6	(2		)	1
Provision for doubtful debts		2			6
Provision for deferred income taxes		11			16
Excess tax benefits from share-based payment arrangements		(1		)	(1		)
Share-based compensation		21			17
Gain (loss) on derivative instruments		(5		)	1
Undistributed earnings of associates		(4		)	(10		)
Effect of exchange rate changes on net income		(9		)	(13		)
Change in operating assets and liabilities, net of effects from purchase of subsidiaries:
Accounts receivable		(124		)	(111		)
Fiduciary assets		(803		)	(1,607		)
Fiduciary liabilities		803			1,607
Cash incentives paid		(300		)	(279		)
Funding of defined benefit pension plans		(77		)	(66		)
Other assets		(21		)	(10		)
Other liabilities		214			100
Movement on provisions		27			(15		)
Net cash provided by operating activities		137			158
CASH FLOWS FROM INVESTING ACTIVITIES
Proceeds on disposal of fixed and intangible assets		8			5
Additions to fixed assets		(51		)	(63		)
Additions to intangible assets		(1		)	—
Acquisitions of subsidiaries, net of cash acquired		(29		)	(4		)
Payments to acquire other investments		(2		)	(4		)
Net cash used in investing activities		(75		)	(66		)

(Continued on next page)

6

Financial statements

UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (Continued)

		Six months ended June 30,
	Note	2013			2012
		(millions)
INCREASE IN CASH AND CASH EQUIVALENTS FROM OPERATING AND INVESTING ACTIVITIES		$	62		$	92
CASH FLOWS FROM FINANCING ACTIVITIES
Proceeds from draw down of revolving credit facilities	14	2			50
Repayments of debt	14	(8		)	(9		)
Repurchase of shares	17	—			(56		)
Proceeds from issue of shares		62			23
Excess tax benefits from share-based payment arrangements		1			1
Dividends paid		(95		)	(93		)
Proceeds from sale of noncontrolling interests		—			3
Acquisition of noncontrolling interests		(4		)	(29		)
Dividends paid to noncontrolling interests		(8		)	(10		)
Net cash used in financing activities		(50		)	(120		)
INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS		12			(28		)
Effect of exchange rate changes on cash and cash equivalents		(9		)	(1		)
CASH AND CASH EQUIVALENTS, BEGINNING OF PERIOD		500			436
CASH AND CASH EQUIVALENTS, END OF PERIOD		$	503		$	407

The accompanying notes are an integral part of these condensed consolidated financial statements.

7

Willis Group Holdings plc

1.    NATURE OF OPERATIONS

Willis provides a broad range of insurance and reinsurance broking and risk management consulting services to its clients worldwide, both directly and indirectly through its associates. The Company provides both specialized risk management advisory and consulting services on a global basis to clients engaged in specific industrial and commercial activities, and services to small, medium and large corporations through its retail operations.

In its capacity as an advisor, insurance and reinsurance broker, the Company acts as an intermediary between clients and insurance carriers by advising clients on risk management requirements, helping clients determine the best means of managing risk, and negotiating and placing insurance risk with insurance carriers through the Company’s global distribution network.

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 months ended June 30, 2013 may not necessarily be indicative of the operating results for the entire fiscal year.

These Interim Financial Statements should be read in conjunction with the Company’s consolidated balance sheets as of December 31, 2012 and 2011, and the related consolidated statements of operations, comprehensive income, cash flows and changes in equity for each of the three years in the period ended December 31, 2012 included in the Annual Report on Form 10-K filed with the Securities and Exchange Commission on February 28, 2013 (‘2012 10-K’).

In February 2013, the Financial Accounting Standards Board ('FASB') issued Accounting Standards Update ('ASU') No. 2013-02, Reporting of Amounts Reclassified Out of Accumulated Other Comprehensive Income (ASU 2013-02). This guidance is the culmination of the FASB's deliberation on reporting reclassification adjustments from accumulated other comprehensive income (AOCI). The amendments in ASU 2013-02 do not change the current requirements for reporting net income or other comprehensive income but do require disclosure of amounts reclassified out of AOCI in its entirety, by component, on the face of the statement of operations or in the notes thereto. Amounts that are not required to be reclassified in their entirety to net income must be cross-referenced to other disclosures that provide additional detail. This standard is effective prospectively for annual and interim reporting periods beginning after December 15, 2012 and has been applied for this second quarter 2013 - see Note 16 - 'Comprehensive Income'.

In July 2013, the FASB issued ASU No. 2013-11, Presentation of an Unrecognized Tax Benefit When a Net Operating Loss Carryforward, a Similar Tax Loss, or a Tax Credit Carryforward Exists - a consensus of the FASB Emerging Issues Task Force (ASU 2013-11) which provides guidance on financial statement presentation of an unrecognized tax benefit when a net operating loss carryforward (NOL), or similar tax loss, or a tax credit carryforward exists. Such unrecognized tax benefits are required to be presented as a reduction of a deferred tax asset for a NOL or other tax credit carryforward whenever the NOL or tax credit carryforward would be available to reduce the additional taxable income or tax due if the tax position is disallowed.

This standard is effective prospectively for annual and interim reporting periods beginning after December 15, 2013 although early adoption is permitted. The Company is currently evaluating the impact that adoption of this guidance will have on the consolidated financial statements.

8

Notes to the financial statements

(Unaudited)

3.    SALARIES AND BENEFITS EXPENSE

Severance Costs

Severance costs arise in the normal course of business and these charges amounted to $2 million in the six months ended June 30, 2013 (six months ended June 30, 2012: $2 million). Of these costs, $2 million was incurred in the three months ended June 30, 2013 (three months ended June 30, 2012: $2 million).

During the six months ended June 30, 2013, the Company incurred additional salaries and benefits costs of $29 million, of which $28 million related to severance costs, in relation to an Expense Reduction Initiative in the first quarter. These costs related to 207 positions that have been or are in the process of being eliminated.

4.    INCOME TAXES

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

	Income before tax			Tax			Effective tax rate
	(millions, except percentages)
Three months ended June 30, 2013
Non-US ordinary income taxed at estimated annual effective tax rate	$	123		$	(26	)	21	%
US ordinary income and tax charge	16			(3		)	19	%
As reported	$	139		$	(29	)	21	%
Three months ended June 30, 2012
Ordinary income taxed at estimated annual effective tax rate	$	146		$	(36	)	25	%
As reported	$	146		$	(36	)	25	%
	Income before tax			Tax			Effective tax rate
	(millions, except percentages)
Six months ended June 30, 2013
Non-US ordinary income taxed at estimated annual effective tax rate	$	341		$	(71	)	21	%
US ordinary income and tax charge	54			(6		)	11	%
As reported	$	395		$	(77	)	19	%
Six months ended June 30, 2012
Ordinary income taxed at estimated annual effective tax rate	$	443		$	(109	)	25	%
Items where tax effect is treated discretely:
Write-off of uncollectible accounts receivable balance in North America	(12		)	5			41	%
As reported	$	431		$	(104	)	24	%

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

The tax rate in second quarter 2013 was 21 percent compared with 25 percent for the same period of 2012. The tax rate in first half 2013 was 19 percent, compared with 24 percent for the same period of 2012. The reason both the quarter to date and year to date tax rates are lower in 2013 compared to 2012, is primarily due to the impact of a valuation allowance maintained against US deferred tax assets, which results in a smaller tax charge on US profits in the current interim period compared with prior interim periods.

9

Willis Group Holdings plc

4. INCOME TAXES (Continued)

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

5.    EARNINGS PER SHARE

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

At June 30, 2013, time-based and performance-based options to purchase 8.8 million and 6.0 million shares (June 30, 2012: 8.7 million and 6.9 million), respectively, and 2.4 million restricted stock units (June 30, 2012: 1.2 million) were outstanding.

Basic and diluted earnings per share are as follows:

	Three months ended June 30,						Six months ended June 30,
	2013			2012			2013			2012
	(millions, except per share data)
Net income attributable to Willis Group Holdings	$	105		$	108		$	324		$	333
Basic average number of shares outstanding	175			173			174			174
Dilutive effect of potentially issuable shares	3			3			3			2
Diluted average number of shares outstanding	178			176			177			176
Basic earnings per share:
Continuing operations	$	0.60		$	0.62		$	1.86		$	1.91
Discontinued operations	—			—			—			—
Net income attributable to Willis Group Holdings shareholders	$	0.60		$	0.62		$	1.86		$	1.91
Dilutive effect of potentially issuable shares	(0.01		)	(0.01		)	(0.03		)	(0.02		)
Diluted earnings per share:
Continuing operations	$	0.59		$	0.61		$	1.83		$	1.89
Discontinued operations	—			—			—			—
Net income attributable to Willis Group Holdings shareholders	$	0.59		$	0.61		$	1.83		$	1.89

Options to purchase 2.4 million and 5.1 million shares were not included in the computation of the dilutive effect of stock options for the three and six months ended June 30,2013 respectively because the effect was antidilutive (three and six months ended June 30,2012: 6.5 million and 6.2 million).

10

Notes to the financial statements

(Unaudited)

6.    PENSION PLANS

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

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

	Six months ended June 30,
	UK Pension Benefits						US Pension Benefits						International and US non-qualified Pension Benefits
	2013			2012			2013			2012			2013			2012
	(millions)
Components of net periodic benefit (income) cost:
Service cost	$	18		$	17		$	—		$	—		$	2		$	2
Interest cost	54			54			19			20			3			3
Expected return on plan assets	(94		)	(90		)	(25		)	(23		)	(3		)	(3		)
Amortization of unrecognized prior service gain	(3		)	(3		)	—			—			—			—
Amortization of unrecognized actuarial loss	22			20			4			4			1			—
Net periodic benefit (income) cost	$	(3	)	$	(2	)	$	(2	)	$	1		$	3		$	2

During the six months ended June 30, 2013, the Company made cash contributions of $49 million (2012: $40 million) into the UK defined benefit pension plan. This includes a $10 million payment that arose as a result of the share-buy back program discussed below. In addition to this, a further payment of $6 million (2012: $6 million) was made in respect of employees’ salary sacrifice contributions. Cash contributions of $18 million and $4 million (2012: $16 million and $4 million) were made to the US plan and international and US non-qualified defined benefit pension plans, respectively.

Contributions to the UK defined benefit pension plan in 2013 are expected to total $87 million, of which approximately $22 million relates to on-going contributions calculated as 15.9 percent of active plan members’ pensionable salaries, approximately $55 million relates to contributions towards funding the deficit and $10 million relates to 10 percent of the $100 million share buy-back program completed during 2012, as required under the current agreed schedule of contributions.

In addition, under the current schedule of contributions, further contributions will be payable based on a profit share calculation (equal to 20 percent of EBITDA in excess of $900 million per annum as defined by the revised schedule of contributions) and an exceptional return calculation (equal to 10 percent of any exceptional returns made to shareholders, for example, share buybacks and special dividends). Aggregate contributions under the deficit funding contribution and the profit share calculation are capped at £312 million ($473 million) over the six-year period ended December 31, 2017.

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

11

Willis Group Holdings plc

6. PENSION PLANS (Continued)

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

7.     COMMITMENTS AND CONTINGENCIES

Contractual Obligations

Pensions

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

Other Contractual Obligations

In July 2010, the Company made a capital commitment of $25 million to Trident V Parallel Fund, LP. As of June 30, 2013 there had been approximately $12 million of capital contributions.

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

Claims, Lawsuits and Other Proceedings

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

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

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

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

Stanford Financial Group Litigation

The Company has been named as a defendant in 12 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 12 actions are as follows:

12

Notes to the financial statements

(Unaudited)

7. COMMITMENTS AND CONTINGENCIES (Continued)

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

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

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

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

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

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

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

13

Willis Group Holdings plc

7. COMMITMENTS AND CONTINGENCIES (Continued)

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

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

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

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

Additional actions could be brought in the future by other investors in certificates of deposit issued by Stanford and its affiliates, including by the Stanford Receiver and/or the Stanford Investor Committee, with whom we have a tolling agreement that expires on August 31, 2013. If that tolling agreement is not extended, the Receiver and/or the Stanford Investor Committee may file suit based on substantially similar allegations to those above. 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.

14

Notes to the financial statements

(Unaudited)

7. COMMITMENTS AND CONTINGENCIES (Continued)

European Commission Sector Inquiry

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

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

Regulatory Investigation

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

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

8.    DERIVATIVE FINANCIAL INSTRUMENTS AND HEDGING ACTIVITIES

Fair Value of Derivative Financial Instruments

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

Primary Risks Managed by Derivative Financial Instruments

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

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

Interest Rate Risk — Investment Income

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

In order to manage interest rate risk arising from these financial assets, the Company entered into interest rate swaps to receive a fixed rate of interest and pay a variable rate of interest denominated in the various currencies related to the short-term investments. The use of interest rate contracts essentially converted groups of short-term variable rate investments to fixed rate investments. The fair value of these contracts was recorded in other assets and other liabilities. For contracts that qualified as

15

Willis Group Holdings plc

8. DERIVATIVE FINANCIAL INSTRUMENTS AND HEDGING ACTIVITIES (Continued)

cash flow hedges for accounting purposes, the effective portions of changes in fair value were recorded as a component of other comprehensive income, to the extent that the hedge relationships were highly effective.

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

The fair value of these swaps at the close out date was $16 million, representing a cash settlement amount on termination. In connection with the terminated swaps, the Company retained a gain of $15 million in other comprehensive income as the forecasted short-term investment transactions in relation to which the swaps qualified as cash flow hedges were still considered probable. These amounts are reclassified into earnings consistent with when the forecasted swap transactions affect earnings. We expect approximately $5 million of the gain to be recognized in the consolidated statement of operations in 2013 including $3 million already recognized in the six months ended June 30, 2013.

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

Interest Rate Risk — Interest Expense

The Company's operations are financed principally by $2,050 million fixed rate senior notes and $281 million under a 5-year term loan facility. The Company also has access to $522 million under three revolving credit facilities.

The 5-year term loan facility bears interest at LIBOR plus 1.50%. As of June 30, 2013, $nil was drawn on the $500 million revolving credit facility. Drawings under that facility bear interest at LIBOR plus 1.50%. These margins apply while the Company’s debt rating remains BBB-/Baa3. Should the Company’s debt rating change, then the margin will change in accordance with the credit facilities agreements. The fixed rate senior notes bear interest at various rates as detailed in Note 14 — ‘Debt’.

During the three months ended March 31, 2010, the Company entered into a series of interest rate swaps for a total notional amount of $350 million to receive a fixed rate and pay a variable rate on a semi-annual basis, with a maturity date of July 15, 2015. The Company had previously designated and accounted for these instruments as fair value hedges against its $350 million5.625% senior notes due 2015 until the first quarter of 2013 at which point these swaps, although remaining as economic hedges, no longer qualified for hedge accounting. The fair value of the interest rate swaps continues to be included within other assets and the fair value of the hedged element of the senior notes previously recognized within long-term debt will be amortized through interest expense over the period to maturity.

To hedge against the potential variability in benchmark interest rates ahead of future debt financing transactions, during the quarter ended June 30, 2013 the Company entered into two short-term treasury locks, having an aggregate notional amount of $440 million. Both treasury locks were designated as being in cash flow hedging relationships.

The treasury lock contracts are recorded at fair value in other assets and other liabilities; to the extent that the hedges are highly effective and qualify for hedge accounting, a gain or loss will be recognized as a component of other comprehensive income; any ineffectiveness will be recognized within interest expense.

Any gain or loss accumulated in other comprehensive income, will be amortized as an adjustment to interest expense over the life of the corresponding debt, when issued.

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.

16

Notes to the financial statements

(Unaudited)

8. DERIVATIVE FINANCIAL INSTRUMENTS AND HEDGING ACTIVITIES (Continued)

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

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

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

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

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

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

	Sell		Fair value
	(millions)
US dollar	$	205	$	(13	)
Euro	87		2
Japanese yen	38		4

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

During the six months ended June 30, 2013, the Company entered into a number of foreign currency transactions in order to hedge certain intercompany loans.  These derivatives were not designated as hedging instruments and were for a total notional amount of $123 million (December 31, 2012: $63 million).  In respect of these transactions, an immaterial amount has been recognized as an asset within other current assets and a nominal gain has been recognized in other operating expenses for the period.

17

Willis Group Holdings plc

8. DERIVATIVE FINANCIAL INSTRUMENTS AND HEDGING ACTIVITIES (Continued)

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, 2013 and December 31, 2012:

		Fair value
Derivative financial instruments designated as hedging instruments:	Balance sheet classification	June 30, 2013		December 31, 2012
		(millions)
Assets:
Forward exchange contracts	Other assets	$	7	$	9
Interest rate swaps (fair value hedges)	Other assets	—		22
Treasury locks (cash flow hedges)	Other assets	17		—
Total derivatives designated as hedging instruments		$	24	$	31
Liabilities:
Forward exchange contracts	Other liabilities	$	14	$	—
Treasury locks (cash flow hedges)	Other liabilities	—		—
Total derivatives designated as hedging instruments		$	14	$	—

The table below presents the fair value of the Company’s derivative financial instruments that are no longer in a hedging relationship and their balance sheet classification at June 30, 2013 and December 31, 2012:

		Fair value
Derivative financial instruments no longer designated as hedging instruments:	Balance sheet classification	June 30, 2013		December 31, 2012
		(millions)
Assets:
Interest rate swaps	Other assets	$	19	$	—

18

Notes to the financial statements

(Unaudited)

8. DERIVATIVE FINANCIAL INSTRUMENTS AND HEDGING ACTIVITIES (Continued)

Cash Flow Hedges

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

Derivatives in cash flow hedging relationships	Amount of gain (loss) recognized in OCI(i)on derivative (effective element)			Location of gain (loss) reclassified from accumulated OCI(i) into income (effective element)	Amount of gain (loss) reclassified from accumulated OCI(i) into income (effective element)			Location of gain (loss) recognized in income on derivative (ineffective hedges and ineffective element of effective hedges)	Amount of gain (loss) recognized in income on derivative (ineffective hedges and ineffective element of effective hedges)
	(millions)				(millions)				(millions)
Three months ended June 30, 2013
Interest rate swaps	$	—		Investment income	$	(2	)	Other operating expenses	$	—
Treasury locks	16			Interest expense	—			Interest expense	1
Forward exchange contracts	(1		)	Other operating expenses	1			Interest expense	—
Total	$	15			$	(1	)		$	1
Three months ended June 30, 2012
Interest rate swaps	$	5		Investment income	$	(5	)	Other operating expenses	$	—
Forward exchange contracts	4			Other operating expenses	(2		)	Interest expense	(1		)
Total	$	9			$	(7	)		$	(1	)
Six months ended June 30, 2013
Interest rate swaps	$	—		Investment income	$	(3	)	Other operating expenses	$	—
Treasury locks	16			Interest expense	—			Interest expense	1
Forward exchange contracts	(14		)	Other operating expenses	(1		)	Interest expense	—
Total	$	2			$	(4	)		$	1
Six months ended June 30, 2012
Interest rate swaps	$	3		Investment income	$	(3	)	Other operating expenses	$	—
Forward exchange contracts	7			Other operating expenses	—			Interest expense	—
Total	$	10			$	(3	)		$	—

 ____________________

Amounts above shown gross of tax.

⁽ⁱ⁾ Other Comprehensive Income

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

At June 30, 2013, the Company estimates there will be $3 million of net derivative gains reclassified from accumulated comprehensive income into earnings within the next twelve months as the forecasted transactions affect earnings.

Fair Value Hedges

The Company had previously designated and accounted for interest rate swaps as fair value hedges against its $350 million5.625% senior notes due 2015 until the first quarter of 2013 at which point these swaps, although remaining as economic hedges, no longer qualified for hedge accounting.

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

19

Willis Group Holdings plc

8. DERIVATIVE FINANCIAL INSTRUMENTS AND HEDGING ACTIVITIES (Continued)

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

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

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

Derivative no longer in fair value hedging relationships	Hedged item no longer in fair value hedging relationship	(Loss) gain recognized for derivative			Amortization of prior loss recognized on hedged item			Net (loss) gain recognized in interest expense
		(millions)
Three months ended June 30, 2013
Interest rate swaps	5.625% senior notes due 2015	$	(3	)	$	(2	)	$	(1	)
Three months ended June 30, 2012
Interest rate swaps	5.625% senior notes due 2015	$	—		$	—		$	—
Six months ended June 30, 2013
Interest rate swaps	5.625% senior notes due 2015	$	(3	)	$	(4	)	$	1
Six months ended June 30, 2012
Interest rate swaps	5.625% senior notes due 2015	$	—		$	—		$	—

Credit Risk and Concentrations of Credit Risk

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

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

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

20

Notes to the financial statements

(Unaudited)

8. DERIVATIVE FINANCIAL INSTRUMENTS AND HEDGING ACTIVITIES (Continued)

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, 2013.

9.    FAIR VALUE MEASUREMENT

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

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

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

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

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

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

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

Recurring basis

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

	June 30, 2013
	Quoted prices in active markets for identical assets		Significant other observable inputs		Significant other unobservable inputs
	Level 1		Level 2		Level 3		Total
	(millions)
Assets at fair value:
Cash and cash equivalents	$	503	$	—	$	—	$	503
Fiduciary funds (included within Fiduciary assets)	1,950		—		—		1,950
Derivative financial instruments	—		43		—		43
Total assets	$	2,453	$	43	$	—	$	2,496

21

Willis Group Holdings plc

9. FAIR VALUE MEASUREMENT (Continued)

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

____________________ 

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

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

	June 30, 2013				December 31, 2012
	Carrying amount		Fair value		Carrying amount		Fair value
	(millions)
Assets:
Derivative financial instruments	$	43	$	43	$	31	$	31
Liabilities:
Short-term debt	$	17	$	17	$	15	$	15
Long-term debt	2,326		2,509		2,338		2,576
Derivative financial instruments	14		14		—		—

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.

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

22

Notes to the financial statements

 (Unaudited)

10. GOODWILL (Continued)

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

	Global			North America			International			Total
	(millions)
Balance at January 1, 2012:
Goodwill, gross	$	1,122		$	1,782		$	391		$	3,295
Accumulated impairment losses	—			—			—			—
Goodwill, net	$	1,122		$	1,782		$	391		$	3,295
Purchase price allocation adjustments	—			—			2			2
Goodwill acquired during the year	—			10			2			12
Goodwill disposed of during the year	—			—			(1		)	(1		)
Goodwill impairment charge	—			(492		)	—			(492		)
Foreign exchange	5			—			6			11
Balance at December 31, 2012:
Goodwill, gross	$	1,127		$	1,792		$	400		$	3,319
Accumulated impairment losses	—			(492		)	—			(492		)
Goodwill, net	$	1,127		$	1,300		$	400		$	2,827
Goodwill acquired during the period	16			—			1			17
Foreign exchange	(7		)	—			(8		)	(15		)
Balance at June 30, 2013:
Goodwill, gross	$	1,136		$	1,792		$	393		$	3,321
Accumulated impairment losses	—			(492		)	—			(492		)
Goodwill, net	$	1,136		$	1,300		$	393		$	2,829

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.

23

Willis Group Holdings plc

11. OTHER INTANGIBLE ASSETS, NET (Continued)

The major classes of amortizable intangible assets are as follows:

	June 30, 2013							December 31, 2012
	Gross carrying amount		Accumulated amortization			Net carrying amount		Gross carrying amount		Accumulated amortization			Net carrying amount
	(millions)
Customer and Marketing Related:
Client Relationships	$	690	$	(326	)	$	364	$	717	$	(340	)	$	377
Client Lists	3		(1		)	2		3		(1		)	2
Non-compete Agreements	4		—			4		3		—			3
Trade Names	2		(1		)	1		11		(10		)	1
Total Customer and Marketing Related	699		(328		)	371		734		(351		)	383
Contract based, Technology and Other	5		(3		)	2		4		(2		)	2
Total amortizable intangible assets	$	704	$	(331	)	$	373	$	738	$	(353	)	$	385

The aggregate amortization of intangible assets for the six months ended June 30, 2013 was $28 million (six months ended June 30, 2012: $30 million), of which $14 million was recognized in the three months ended June 30, 2013 (three months ended June 30, 2012: $15 million). The estimated aggregate amortization of intangible assets for each of the next five years ended December 31 is as follows:

	Remainder of 2013		2014		2015		2016		2017		Thereafter		Total
	(millions)
Amortization of intangible assets	$	29	$	49	$	41	$	36	$	31	$	187	$	373

24

Notes to the financial statements

(Unaudited)

12.    OTHER ASSETS

An analysis of other assets is as follows:

	June 30, 2013		December 31, 2012
	(millions)
Other current assets
Prepayments and accrued income	$	75	$	61
Income tax receivable	32		50
Derivatives	26		14
Debt issuance costs	3		3
Other	71		53
Total other current assets	$	207	$	181
Other non-current assets
Deferred compensation plan assets	$	97	$	97
Derivatives	17		17
Prepayments and accrued income	21		24
Debt issuance costs	11		12
Other receivables	59		56
Total other non-current assets	$	205	$	206
Total other assets	$	412	$	387

13.    OTHER LIABILITIES

An analysis of other liabilities is as follows:

	June 30, 2013		December 31, 2012
	(millions)
Other current liabilities
Accounts payable	$	88	$	88
Accrued dividends payable	50		47
Other taxes payable	52		44
Accrued interest payable	37		34
Derivatives	9		—
Other payables	122		114
Total other current liabilities	$	358	$	327
Other non-current liabilities
Incentives from lessors	$	168	$	173
Deferred compensation plan liability	97		101
Capital lease obligation	25		28
Other payables	81		73
Total other non-current liabilities	$	371	$	375
Total other liabilities	$	729	$	702

25

Willis Group Holdings plc

14.    DEBT

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

	June 30, 2013		December 31, 2012
	(millions)
Current portion of 5-year term loan facility expires 2016	$	15	$	15
Revolving credit facility	2		—
	$	17	$	15

Long-term debt consists of the following:

	June 30, 2013		December 31, 2012
	(millions)
5-year term loan facility expires 2016	$	266	$	274
5.625% senior notes due 2015	350		350
Fair value adjustment on 5.625% senior notes due 2015	14		18
4.125% senior notes due 2016	299		299
6.200% senior notes due 2017	600		600
7.000% senior notes due 2019	300		300
5.750% senior notes due 2021	496		496
3-year term loan facility expires 2015	1		1
	$	2,326	$	2,338

The 5-year term loan facility expiring 2016 bears interest at LIBOR plus 1.50% and is repayable in quarterly installments and a final repayment of $225 million is due in the fourth quarter of 2016. Drawings under the revolving $500 million credit facility bear interest at LIBOR plus 1.50% and the facility expires on December 16, 2016. These margins apply while the Company’s debt rating remains BBB-/Baa3. As of June 30, 2013 $nil was outstanding under this revolving credit facility.

On July 23, 2013 we entered into an amendment to our existing credit facilities to extend both the amount of financing and the maturity date of the facilities. As a result of this amendment, our revolving credit facility has been increased from $500 million to $800 million. There has been no increase to the remaining $281 million outstanding on the $300 million term loan. The maturity date has been extended to July 23, 2018, from December 16, 2016.

There were no changes to the previously disclosed interest rates or on-going fees payable with respect to the term loan or the revolving credit facility.

The amended term loan is repayable in quarterly installments and a final repayment of $186 million is due in the third quarter of 2018.

The agreements relating to these facilities continue to contain requirements to maintain maximum levels of consolidated funded indebtedness in relation to consolidated EBITDA and minimum levels of consolidated EBITDA to consolidated interest expense, subject to certain adjustments. In connection with the amendment discussed above, we can request an increase in the maximum consolidated leverage ratio for up to four fiscal quarters following the completion of one or more acquisitions in a 15 month period where the aggregate consideration equals or exceeds an agreed threshold.

On July 25, 2013 the Company commenced cash tender offers for (1) any of its 5.625% Senior Notes due 2015 and (2) up to a maximum amount of the 6.200% Senior Notes due 2017 and 7.000% Senior Notes due 2019 such that the aggregate principal amount of the notes tendered and accepted for purchase is equal to $500 million principal amount of Notes less the aggregate principal amount of the 5.625% Senior Note due 2015 tendered and accepted for purchase.

26

Notes to the financial statements

 (Unaudited)

14. DEBT (Continued)

On August 8, 2013 the maximum tender offer notes tendered and accepted for purchase was increased to $525 million.

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,
	2013			2012
	(millions)
Supplemental disclosures of cash flow information:
Cash payments for income taxes, net	$	26		$	21
Cash payments for interest	59			57
Acquisitions:
Fair value of assets acquired	$	46		$	—
Less: Liabilities assumed	(30		)	—
Net assets acquired, net of cash acquired	$	16		$	—

16.    COMPREHENSIVE INCOME

The components of comprehensive income are as follows:

	Three months ended June 30, 2013									Three months ended June 30, 2012
	Before tax amount			Tax			Net of tax amount			Before tax amount			Tax			Net of tax amount
	(millions)									(millions)
Other comprehensive income:
Foreign currency translation adjustments	$	(15	)	$	—		$	(15	)	$	(49	)	$	—		$	(49	)
Pension funding adjustments:
Foreign currency translation on pension funding adjustments	1			(2		)	(1		)	13			(4		)	9
Amortization of unrecognized actuarial loss	14			(2		)	12			12			(4		)	8
Amortization of unrecognized prior service gain	(2		)	1			(1		)	(2		)	1			(1		)
	13			(3		)	10			23			(7		)	16
Derivative instruments:
Gain on interest rate swaps (effective element)	—			—			—			5			(1		)	4
Interest rate swap reclassification adjustment	(2		)	1			(1		)	(5		)	1			(4		)
Gain on forward exchange contracts (effective element)	(1		)	—			(1		)	4			(1		)	3
Forward exchange contracts reclassification adjustment	1			(1		)	—			(2		)	—			(2		)
Gain on treasury lock (effective element)	16			(3		)	13			—			—			—
	14			(3		)	11			2			(1		)	1
Other comprehensive income (loss)	12			(6		)	6			(24		)	(8		)	(32		)
Less: Other comprehensive income attributable to noncontrolling interests	—			—			—			1			—			1
Other comprehensive income (loss) attributable to Willis Group Holdings	$	12		$	(6	)	$	6		$	(23	)	$	(8	)	$	(31	)

27

Willis Group Holdings plc

16. COMPREHENSIVE INCOME (Continued)

	Six months ended June 30, 2013									Six months ended June 30, 2012
	Before tax amount			Tax			Net of tax amount			Before tax amount			Tax			Net of tax amount
	(millions)									(millions)
Other comprehensive income:
Foreign currency translation adjustments	$	(89	)	$	—		$	(89	)	$	(14	)	$	—		$	(14	)
Pension funding adjustments:
Foreign currency translation on pension funding adjustments	54			(15		)	39			(8		)	2			(6		)
Amortization of unrecognized actuarial loss	27			(5		)	22			24			(7		)	17
Amortization of unrecognized prior service gain	(3		)	1			(2		)	(3		)	1			(2		)
	78			(19		)	59			13			(4		)	9
Derivative instruments:
Gain on interest rate swaps (effective element)	—			—			—			3			(1		)	2
Interest rate swap reclassification adjustment	(3		)	1			(2		)	(3		)	1			(2		)
Gain on forward exchange contracts (effective element)	(14		)	3			(11		)	7			(2		)	5
Forward exchange contracts reclassification adjustment	(1		)	—			(1		)	—			—			—
Gain on treasury lock (effective element)	16			(3		)	13			—			—			—
	(2		)	1			(1		)	7			(2		)	5
Other comprehensive (loss) income	(13		)	(18		)	(31		)	6			(6		)	—
Less: Other comprehensive income attributable to noncontrolling interests	1			—			1			—			—			—
Other comprehensive (loss) income attributable to Willis Group Holdings	$	(12	)	$	(18	)	$	(30	)	$	6		$	(6	)	$	—

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

	Net foreign currency translation adjustment			Pension funding adjustment			Net unrealized gain on derivative instruments			Total
	(millions)
Balance at December 31, 2012	$	(34	)	$	(831	)	$	15		$	(850	)
Other comprehensive income before reclassifications	(88		)	39			2			(47		)
Amounts reclassified from accumulated other comprehensive income	—			20			(3		)	17
Net current-period other comprehensive income, net of tax and noncontrolling interests	(88		)	59			(1		)	(30		)
Balance at June 30, 2013	$	(122	)	$	(772	)	$	14		$	(880	)

28

Notes to the financial statements

 (Unaudited)

16. COMPREHENSIVE INCOME (Continued)

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

Details about accumulated other comprehensive income components	Amount reclassified from accumulated other comprehensive income						Affected line item in the statement of operations
	Three months ended June 30,
	2013			2012
	(millions)
Gains and losses on cash flow hedges (Note 8)
Interest rate swaps	$	(2	)	$	(5	)	Investment income
Foreign exchange contracts	1			(2		)	Other operating expenses
	(1		)	(7		)	Total before tax
Tax	—			1
	$	(1	)	$	(6	)	Net of tax
Amortization of defined benefit pension items (Note 6)
Prior service gain	$	(2	)	$	(2	)	Salaries and benefits
Net actuarial loss	14			12			Salaries and benefits
	12			10			Total before tax
Tax	(1		)	(3		)
	$	11		$	7		Net of tax
Total reclassifications for the period	$	10		$	1

Details about accumulated other comprehensive income components	Amount reclassified from accumulated other comprehensive income						Affected line item in the statement of operations
	Six months ended June 30,
	2013			2012
	(millions)
Gains and losses on cash flow hedges (Note 8)
Interest rate swaps	$	(3	)	$	(3	)	Investment income
Foreign exchange contracts	(1		)	—			Other operating expenses
	(4		)	(3		)	Total before tax
Tax	1			1
	$	(3	)	$	(2	)	Net of tax
Amortization of defined benefit pension items (Note 6)
Prior service gain	$	(3	)	$	(3	)	Salaries and benefits
Net actuarial loss	27			24			Salaries and benefits
	24			21			Total before tax
Tax	(4		)	(6		)
	$	20		$	15		Net of tax
Total reclassifications for the period	$	17		$	13

29

Willis Group Holdings plc

17.    EQUITY AND NONCONTROLLING INTERESTS

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

	June 30, 2013									June 30, 2012
	Willis Group Holdings stockholders			Noncontrolling interests			Total equity			Willis Group Holdings stockholders			Noncontrolling interests			Total equity
	(millions)
Balance at beginning of period	$	1,699		$	26		$	1,725		$	2,486		$	31		$	2,517
Comprehensive income:
Net income	324			6			330			333			9			342
Other comprehensive income, net of tax	(30		)	(1		)	(31		)	—			—			—
Comprehensive income	294			5			299			333			9			342
Dividends	(98		)	(8		)	(106		)	(94		)	(11		)	(105		)
Additional paid-in capital	86			—			86			39			—			39
Repurchase of shares (i)	—			—			—			(56		)	—			(56		)
Additional noncontrolling interests	—			—			—			2			1			3
Purchase of subsidiary shares from noncontrolling interests	(4		)	—			(4		)	(23		)	(6		)	(29		)
Balance at end of period	$	1,977		$	23		$	2,000		$	2,687		$	24		$	2,711

_________________________________

⁽ⁱ⁾  Based on settlement date we repurchased 1,579,849 shares at an average price of $35.31 in the six months ended June 30, 2012.

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

	June 30, 2013			June 30, 2012
	(millions)
Net income attributable to Willis Group Holdings	$	324		$	333
Transfers from noncontrolling interest:
Decrease in Willis Group Holdings paid-in capital for purchase of noncontrolling interests	(4		)	(23		)
Increase in Willis Group Holdings paid-in capital for sale of noncontrolling interests	—			2
Net transfers to noncontrolling interests	(4		)	(21		)
Change from net income attributable to Willis Group Holdings and transfers from noncontrolling interests	$	320		$	312

30

Notes to the financial statements

(Unaudited)

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 large corporations, accessing Global’s specialist expertise when required.

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

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

(ii) amortization of intangible assets;

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

(iv) costs associated with the Expense Reduction Initiative.

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

31

Willis Group Holdings plc

18. SEGMENT INFORMATION (Continued)

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

	Three months ended June 30, 2013
	Commissions and fees		Investment income		Other income		Total revenues		Depreciation and amortization		Operating income			Interest in earnings of associates, net of tax
	(millions)
Global	$	305	$	1	$	—	$	306	$	7	$	106		$	—
North America	333		—		2		335		9		57			—
International	247		2		—		249		5		27			(3		)
Total Retail	580		2		2		584		14		84			(3		)
Total Segments	885		3		2		890		21		190			(3		)
Corporate and Other (i)	—		—		—		—		14		(19		)	—
Total Consolidated	$	885	$	3	$	2	$	890	$	35	$	171		$	(3	)
	Three months ended June 30, 2012
	Commissions and fees		Investment income		Other income		Total revenues		Depreciation and amortization		Operating income			Interest in earnings of associates, net of tax
	(millions)
Global	$	282	$	1	$	—	$	283	$	6	$	94		$	—
North America	314		1		—		315		8		48			—
International	241		3		—		244		5		40			(1		)
Total Retail	555		4		—		559		13		88			(1		)
Total Segments	837		5		—		842		19		182			(1		)
Corporate and Other (i)	—		—		—		—		15		(3		)	—
Total Consolidated	$	837	$	5	$	—	$	842	$	34	$	179		$	(1	)

_________________________________

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

	Three months ended June 30,
	2013			2012
	(millions)
Amortization of intangible assets	$	(14	)	$	(15	)
Foreign exchange gain on the UK pension plan asset	1			(2		)
Insurance recovery (a)	—			5
Other	(6		)	9
Total Corporate and Other	$	(19	)	$	(3	)

_________________________________

^(a)  Insurance recovery, recorded in Other operating expenses, related to a previously disclosed fraudulent activity in a stand-alone North America business.

32

Notes to the financial statements

(Unaudited)

18. SEGMENT INFORMATION (Continued)

	Six months ended June 30, 2013
	Commissions and fees		Investment income		Other income		Total revenues		Depreciation and amortization		Operating income			Interest in earnings of associates, net of tax
	(millions)
Global	$	688	$	2	$	—	$	690	$	14	$	277		$	—
North America	696		1		3		700		18		146			—
International	547		4		—		551		10		113			12
Total Retail	1,243		5		3		1,251		28		259			12
Total Segments	1,931		7		3		1,941		42		536			12
Corporate and Other (i)	—		—		—		—		33		(78		)	—
Total Consolidated	$	1,931	$	7	$	3	$	1,941	$	75	$	458		$	12
	Six months ended June 30, 2012
	Commissions and fees		Investment income		Other income		Total revenues		Depreciation and amortization		Operating income			Interest in earnings of associates, net of tax
	(millions)
Global	$	652	$	3	$	—	$	655	$	13	$	273		$	—
North America	660		1		3		664		16		130			—
International	530		6		—		536		9		121			14
Total Retail	1,190		7		3		1,200		25		251			14
Total Segments	1,842		10		3		1,855		38		524			14
Corporate and Other (i)	—		—		—		—		30		(28		)	—
Total Consolidated	$	1,842	$	10	$	3	$	1,855	$	68	$	496		$	14

_________________________________

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

	Six months ended June 30,
	2013			2012
	(millions)
Amortization of intangible assets	$	(28	)	$	(30	)
Foreign exchange hedging	—			2
Foreign exchange gain on the UK pension plan asset	1			(1		)
Write-off of uncollectible accounts receivable balance in Chicago and associated legal fees (a)	—			(13		)
Expense reduction initiative (b)	(46		)	—
Insurance recovery (c)	—			5
Other	(5		)	9
Total Corporate and Other	$	(78	)	$	(28	)

_________________________________

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

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

^(c)  Insurance recovery, recorded in Other operating expenses, related to a previously disclosed fraudulent activity in a stand-alone North America business.

33

Willis Group Holdings plc

18. SEGMENT INFORMATION (Continued)

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

	Three months ended June 30,						Six months ended June 30,
	2013			2012			2013			2012
	(millions)
Total consolidated operating income	$	171		$	179		$	458		$	496
Interest expense	(32		)	(33		)	(63		)	(65		)
Income before income taxes and interest in earnings of associates	$	139		$	146		$	395		$	431

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. Willis North America issued an additional $600 million of senior notes on March 28, 2007 and $300 million of senior notes on September 29, 2009.

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

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

Presented below is condensed consolidating financial information for:

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

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

(iii) the Issuer, Willis North America;

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

(v) Consolidating adjustments; and

(vi) the Consolidated Company.

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

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

34

Notes to the financial statements

(Unaudited)

Condensed Consolidating Statement of Operations

	Three months ended June 30, 2013
	Willis Group Holdings			The Other Guarantors			The Issuer			Other			Consolidating adjustments			Consolidated
	(millions)
REVENUES
Commissions and fees	$	—		$	—		$	—		$	885		$	—		$	885
Investment income	—			3			—			3			(3		)	3
Other income	—			—			—			2			—			2
Total revenues	—			3			—			890			(3		)	890
EXPENSES
Salaries and benefits	(1		)	—			(22		)	(506		)	—			(529		)
Other operating expenses	(1		)	(26		)	(42		)	(142		)	56			(155		)
Depreciation expense	—			(1		)	(7		)	(13		)	—			(21		)
Amortization of intangible assets	—			—			—			(16		)	2			(14		)
Net gain on disposal of operations	—			—			—			3			(3		)	—
Total expenses	(2		)	(27		)	(71		)	(674		)	55			(719		)
OPERATING (LOSS) INCOME	(2		)	(24		)	(71		)	216			52			171
Investment income from Group undertakings	—			88			73			5			(166		)	—
Interest expense	(10		)	(50		)	(36		)	(88		)	152			(32		)
(LOSS) INCOME BEFORE INCOME TAXES AND INTEREST IN EARNINGS OF ASSOCIATES	(12		)	14			(34		)	133			38			139
Income taxes	—			5			—			(40		)	6			(29		)
(LOSS) INCOME BEFORE INTEREST IN EARNINGS OF ASSOCIATES	(12		)	19			(34		)	93			44			110
Interest in earnings of associates, net of tax	—			—			—			(5		)	2			(3		)
Equity account for subsidiaries	117			93			48			—			(258		)	—
NET INCOME	105			112			14			88			(212		)	107
Less: Net income attributable to noncontrolling interests	—			—			—			(2		)	—			(2		)
NET INCOME ATTRIBUTABLE TO WILLIS GROUP HOLDINGS	$	105		$	112		$	14		$	86		$	(212	)	$	105

35

Willis Group Holdings plc

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

Condensed Consolidating Statement of Comprehensive Income

	Three months ended June 30, 2013
	Willis Group Holdings		The Other Guarantors		The Issuer		Other			Consolidating adjustments			Consolidated
	(millions)
Comprehensive income	$	111	$	118	$	16	$	80		$	(212	)	$	113
Less: comprehensive income attributable to noncontrolling interests	—		—		—		(2		)	—			(2		)
TOTAL COMPREHENSIVE INCOME ATTRIBUTABLE TO WILLIS GROUP HOLDINGS	$	111	$	118	$	16	$	78		$	(212	)	$	111

36

Notes to the financial statements

(Unaudited)

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

Condensed Consolidating Statement of Operations

	Three months ended June 30, 2012
	Willis Group Holdings			The Other Guarantors			The Issuer			Other			Consolidating adjustments			Consolidated
	(millions)
REVENUES
Commissions and fees	$	—		$	—		$	—		$	837		$	—		$	837
Investment income	—			3			—			5			(3		)	5
Other income	—			—			—			—			—			—
Total revenues	—			3			—			842			(3		)	842
EXPENSES
Salaries and benefits	—			—			(6		)	(494		)	—			(500		)
Other operating expenses	(10		)	(2		)	(33		)	(87		)	3			(129		)
Depreciation expense	—			(1		)	(4		)	(14		)	—			(19		)
Amortization of intangible assets	—			—			—			(19		)	4			(15		)
Net loss on disposal of operations	—			—			—			(7		)	7			—
Total expenses	(10		)	(3		)	(43		)	(621		)	14			(663		)
OPERATING (LOSS) INCOME	(10		)	—			(43		)	221			11			179
Investment income from Group undertakings	—			93			66			19			(178		)	—
Interest expense	(10		)	(64		)	(37		)	(73		)	151			(33		)
(LOSS) INCOME BEFORE INCOME TAXES AND INTEREST IN EARNINGS OF ASSOCIATES	(20		)	29			(14		)	167			(16		)	146
Income taxes	5			1			5			(41		)	(6		)	(36		)
(LOSS) INCOME BEFORE INTEREST IN EARNINGS OF ASSOCIATES	(15		)	30			(9		)	126			(22		)	110
Interest in earnings of associates, net of tax	—			—			—			(3		)	2			(1		)
Equity account for subsidiaries	123			92			18			—			(233		)	—
INCOME FROM CONTINUING OPERATIONS	108			122			9			123			(253		)	109
Discontinued operations, net of tax	—			—			—			1			—			1
NET INCOME	108			122			9			124			(253		)	110
Less: Net income attributable to noncontrolling interests	—			—			—			(2		)	—			(2		)
NET INCOME ATTRIBUTABLE TO WILLIS GROUP HOLDINGS	$	108		$	122		$	9		$	122		$	(253	)	$	108

37

Willis Group Holdings plc

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

Condensed Consolidating Statement of Comprehensive Income

	Three months ended June 30, 2012
	Willis Group Holdings		The Other Guarantors		The Issuer		Other			Consolidating adjustments			Consolidated
	(millions)
Comprehensive income	$	77	$	94	$	12	$	79		$	(184	)	$	78
Less: comprehensive income attributable to noncontrolling interests	—		—		—		(1		)	—			(1		)
TOTAL COMPREHENSIVE INCOME ATTRIBUTABLE TO WILLIS GROUP HOLDINGS	$	77	$	94	$	12	$	78		$	(184	)	$	77

38

Notes to the financial statements

(Unaudited)

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

Condensed Consolidating Statement of Operations

	Six months ended June 30, 2013
	Willis Group Holdings			The Other Guarantors			The Issuer			Other			Consolidating adjustments			Consolidated
	(millions)
REVENUES
Commissions and fees	$	—		$	—		$	—		$	1,931		$	—		$	1,931
Investment income	—			6			—			7			(6		)	7
Other income	—			—			—			(183		)	186			3
Total revenues	—			6			—			1,755			180			1,941
EXPENSES
Salaries and benefits	(1		)	—			(45		)	(1,051		)	—			(1,097		)
Other operating expenses	(5		)	(31		)	(85		)	(246		)	56			(311		)
Depreciation expense	—			(1		)	(11		)	(35		)	—			(47		)
Amortization of intangible assets	—			—			—			(32		)	4			(28		)
Net gain on disposal of operations	—			—			—			3			(3		)	—
Total expenses	(6		)	(32		)	(141		)	(1,361		)	57			(1,483		)
OPERATING (LOSS) INCOME	(6		)	(26		)	(141		)	394			237			458
Investment income from Group undertakings	—			172			135			48			(355		)	—
Interest expense	(21		)	(99		)	(66		)	(173		)	296			(63		)
(LOSS) INCOME BEFORE INCOME TAXES AND INTEREST IN EARNINGS OF ASSOCIATES	(27		)	47			(72		)	269			178			395
Income taxes	—			6			—			(87		)	4			(77		)
(LOSS) INCOME BEFORE INTEREST IN EARNINGS OF ASSOCIATES	(27		)	53			(72		)	182			182			318
Interest in earnings of associates, net of tax	—			—			—			8			4			12
Equity account for subsidiaries	351			295			122			—			(768		)	—
NET INCOME	324			348			50			190			(582		)	330
Less: Net income attributable to noncontrolling interests	—			—			—			(6		)	—			(6		)
NET INCOME ATTRIBUTABLE TO WILLIS GROUP HOLDINGS	$	324		$	348		$	50		$	184		$	(582	)	$	324

39

Willis Group Holdings plc

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

Condensed Consolidating Statement of Comprehensive Income

	Six months ended June 30, 2013
	Willis Group Holdings		The Other Guarantors		The Issuer		Other			Consolidating adjustments			Consolidated
	(millions)
Comprehensive income	$	294	$	318	$	54	$	143		$	(510	)	$	299
Less: comprehensive income attributable to noncontrolling interests	—		—		—		(5		)	—			(5		)
TOTAL COMPREHENSIVE INCOME ATTRIBUTABLE TO WILLIS GROUP HOLDINGS	$	294	$	318	$	54	$	138		$	(510	)	$	294

40

Notes to the financial statements

(Unaudited)

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

Condensed Consolidating Statement of Operations

	Six months ended June 30, 2012
	Willis Group Holdings			The Other Guarantors			The Issuer			Other			Consolidating adjustments			Consolidated
	(millions)
REVENUES
Commissions and fees	$	—		$	—		$	—		$	1,842		$	—		$	1,842
Investment income	—			6			—			10			(6		)	10
Other income	—			—			—			96			(93		)	3
Total revenues	—			6			—			1,948			(99		)	1,855
EXPENSES
Salaries and benefits	(1		)	—			(22		)	(983		)	—			(1,006		)
Other operating expenses	(7		)	1			(55		)	(228		)	4			(285		)
Depreciation expense	—			(1		)	(7		)	(30		)	—			(38		)
Amortization of intangible assets	—			—			—			(36		)	6			(30		)
Net loss on disposal of operations	—			—			—			(23		)	23			—
Total expenses	(8		)	—			(84		)	(1,300		)	33			(1,359		)
OPERATING (LOSS) INCOME	(8		)	6			(84		)	648			(66		)	496
Investment income from Group undertakings	—			186			130			14			(330		)	—
Interest expense	(21		)	(127		)	(74		)	(142		)	299			(65		)
(LOSS) INCOME BEFORE INCOME TAXES AND INTEREST IN EARNINGS OF ASSOCIATES	(29		)	65			(28		)	520			(97		)	431
Income taxes	7			3			10			(117		)	(7		)	(104		)
(LOSS) INCOME BEFORE INTEREST IN EARNINGS OF ASSOCIATES	(22		)	68			(18		)	403			(104		)	327
Interest in earnings of associates, net of tax	—			—			—			10			4			14
Equity account for subsidiaries	355			285			53			—			(693		)	—
INCOME FROM CONTINUING OPERATIONS	333			353			35			413			(793		)	341
Discontinued operations, net of tax	—			—			—			1			—			1
NET INCOME	333			353			35			414			(793		)	342
Less: Net income attributable to noncontrolling interests	—			—			—			(9		)	—			(9		)
NET INCOME ATTRIBUTABLE TO WILLIS GROUP HOLDINGS	$	333		$	353		$	35		$	405		$	(793	)	$	333

41

Willis Group Holdings plc

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

Condensed Consolidating Statement of Comprehensive Income

	Six months ended June 30, 2012
	Willis Group Holdings		The Other Guarantors		The Issuer		Other			Consolidating adjustments			Consolidated
	(millions)
Comprehensive income	$	333	$	354	$	39	$	430		$	(814	)	$	342
Less: comprehensive income attributable to noncontrolling interests	—		—		—		(9		)	—			(9		)
TOTAL COMPREHENSIVE INCOME ATTRIBUTABLE TO WILLIS GROUP HOLDINGS	$	333	$	354	$	39	$	421		$	(814	)	$	333

42

Notes to the financial statements

(Unaudited)

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

Condensed Consolidating Balance Sheet

	As of June 30, 2013
	Willis Group Holdings			The Other Guarantors			The Issuer		Other			Consolidating adjustments			Consolidated
	(millions)
ASSETS
CURRENT ASSETS
Cash and cash equivalents	$	1		$	5		$	—	$	497		$	—		$	503
Accounts receivable, net	—			—			2		1,015			27			1,044
Fiduciary assets	—			—			—		10,799			(889		)	9,910
Deferred tax assets	—			—			—		11			(1		)	10
Other current assets	1			91			25		263			(173		)	207
Total current assets	2			96			27		12,585			(1,036		)	11,674
Investments in subsidiaries	(1,215		)	2,763			646		3,807			(6,001		)	—
Amounts owed by (to) Group undertakings	4,047			(3,926		)	653		(774		)	—			—
NON-CURRENT ASSETS
Fixed assets, net	—			12			57		385			(2		)	452
Goodwill	—			—			—		1,211			1,618			2,829
Other intangible assets, net	—			—			—		502			(129		)	373
Investments in associates	—			—			—		(48		)	225			177
Deferred tax assets	—			—			—		40			(25		)	15
Pension benefits asset	—			—			—		213			—			213
Other non-current assets	4			138			34		165			(136		)	205
Total non-current assets	4			150			91		2,468			1,551			4,264
TOTAL ASSETS	$	2,838		$	(917	)	$	1,417	$	18,086		$	(5,486	)	$	15,938
LIABILITIES AND STOCKHOLDERS’ EQUITY
CURRENT LIABILITIES
Fiduciary liabilities	$	—		$	—		$	—	$	10,799		$	(889	)	$	9,910
Deferred revenue and accrued expenses	3			—			15		397			(1		)	414
Income taxes payable	—			34			—		137			(137		)	34
Short-term debt and current portion of long-term debt	—			15			—		2			—			17
Deferred tax liabilities	1			4			—		28			(1		)	32
Other current liabilities	62			—			49		277			(30		)	358
Total current liabilities	66			53			64		11,640			(1,058		)	10,765
NON-CURRENT LIABILITIES
Long-term debt	795			266			1,264		1			—			2,326
Liabilities for pension benefits	—			—			—		256			—			256
Deferred tax liabilities	—			—			—		43			(25		)	18
Provisions for liabilities	—			—			—		213			(11		)	202
Other non-current liabilities	—			5			6		361			(1		)	371
Total non-current liabilities	795			271			1,270		874			(37		)	3,173
TOTAL LIABILITIES	$	861		$	324		$	1,334	$	12,514		$	(1,095	)	$	13,938

EQUITY
Total Willis Group Holdings stockholders’ equity	1,977		(1,241		)	83		5,549		(4,391		)	1,977
Noncontrolling interests	—		—			—		23		—			23
Total equity	1,977		(1,241		)	83		5,572		(4,391		)	2,000
TOTAL LIABILITIES AND EQUITY	$	2,838	$	(917	)	$	1,417	$	18,086	$	(5,486	)	$	15,938

43

Willis Group Holdings plc

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

Condensed Consolidating Balance Sheet

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

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

44

Notes to the financial statements

(Unaudited)

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

Condensed Consolidating Statement of Cash Flows

	Six months ended June 30, 2013
	Willis Group Holdings			The Other Guarantors			The Issuer			Other			Consolidating adjustments		Consolidated
	(millions)
NET CASH (USED IN) PROVIDED BY OPERATING ACTIVITIES	$	(26	)	$	41		$	(25	)	$	147		$	—	$	137
CASH FLOWS FROM INVESTING ACTIVITIES
Proceeds on disposal of fixed and intangible assets	—			—			2			6			—		8
Additions to fixed assets	—			(1		)	(8		)	(42		)	—		(51		)
Additions to intangible assets	—			—			—			(1		)	—		(1		)
Acquisitions of subsidiaries, net of cash acquired	—			—			—			(29		)	—		(29		)
Payments to acquire other investments	—			—			—			(2		)	—		(2		)
Net cash used in investing activities	—			(1		)	(6		)	(68		)	—		(75		)
CASH FLOWS FROM FINANCING ACTIVITIES
Proceeds from draw down of revolving credit facility	—			—			—			2			—		2
Repayments of debt	—			(8		)	—			—			—		(8		)
Proceeds from issue of shares	62			—			—			—			—		62
Amounts owed by (to) Group undertakings	58			(27		)	31			(62		)	—		—
Excess tax benefits from share-based payment arrangements	1			—			—			—			—		1
Dividends paid	(95		)	—			—			—			—		(95		)
Acquisition of noncontrolling interests	—			—			—			(4		)	—		(4		)
Dividends paid to noncontrolling interests	—			—			—			(8		)	—		(8		)
Net cash provided by (used in) financing activities	26			(35		)	31			(72		)	—		(50		)
INCREASE IN CASH AND CASH EQUIVALENTS	—			5			—			7			—		12
Effect of exchange rate changes on cash and cash equivalents	—			—			—			(9		)	—		(9		)
CASH AND CASH EQUIVALENTS, BEGINNING OF PERIOD	1			—			—			499			—		500
CASH AND CASH EQUIVALENTS, END OF PERIOD	$	1		$	5		$	—		$	497		$	—	$	503

45

Willis Group Holdings plc

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

Condensed Consolidating Statement of Cash Flows

	Six months ended June 30, 2012
	Willis Group Holdings			The Other Guarantors			The Issuer			Other			Consolidating adjustments			Consolidated
	(millions)
NET CASH (USED IN) PROVIDED BY OPERATING ACTIVITIES	$	(25	)	$	59		$	35		$	142		$	(53	)	$	158
CASH FLOWS FROM INVESTING ACTIVITIES
Proceeds on disposal of fixed and intangible assets	—			—			—			5			—			5
Additions to fixed assets	—			(5		)	(7		)	(51		)	—			(63		)
Acquisitions of subsidiaries, net of cash acquired	—			—			—			(4		)	—			(4		)
Payments to acquire other investments	—			—			—			(4		)	—			(4		)
Net cash used in investing activities	—			(5		)	(7		)	(54		)	—			(66		)
CASH FLOWS FROM FINANCING ACTIVITIES
Proceeds from draw down of revolving credit facility	—			50			—			—			—			50
Repayments of debt	—			(5		)	—			(4		)	—			(9		)
Repurchase of shares	(56		)	—			—			—			—			(56		)
Proceeds from issue of shares	23			—			—			—			—			23
Amounts owed by (to) Group undertakings	151			(99		)	(191		)	139			—			—
Excess tax benefits from share-based payment arrangements	—			—			—			1			—			1
Dividends paid	(93		)	—			—			(53		)	53			(93		)
Proceeds from sale of noncontrolling interests	—			—			—			3			—			3
Acquisition of noncontrolling interests	—			—			—			(29		)	—			(29		)
Dividends paid to noncontrolling interests	—			—			—			(10		)	—			(10		)
Net cash provided by (used in) financing activities	25			(54		)	(191		)	47			53			(120		)
(DECREASE) INCREASE IN CASH AND CASH EQUIVALENTS	—			—			(163		)	135			—			(28		)
Effect of exchange rate changes on cash and cash equivalents	—			—			—			(1		)	—			(1		)
CASH AND CASH EQUIVALENTS, BEGINNING OF PERIOD	—			—			163			273			—			436
CASH AND CASH EQUIVALENTS, END OF PERIOD	$	—		$	—		$	—		$	407		$	—		$	407

46

Notes to the financial statements

(Unaudited)

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

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

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

Presented below is condensed consolidating financial information for:

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

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

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

(iv) Consolidating adjustments; and

(v) the Consolidated Company.

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

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

47

Willis Group Holdings plc

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

Condensed Consolidating Statement of Operations

	Three months ended June 30, 2013
	Willis Group Holdings - the Parent Issuer			The Guarantors			Other			Consolidating adjustments			Consolidated
	(millions)
REVENUES
Commissions and fees	$	—		$	—		$	885		$	—		$	885
Investment income	—			3			3			(3		)	3
Other income	—			—			2			—			2
Total revenues	—			3			890			(3		)	890
EXPENSES
Salaries and benefits	(1		)	(22		)	(506		)	—			(529		)
Other operating expenses	(1		)	(68		)	(142		)	56			(155		)
Depreciation expense	—			(8		)	(13		)	—			(21		)
Amortization of intangible assets	—			—			(16		)	2			(14		)
Net gain on disposal of operations	—			—			3			(3		)	—
Total expenses	(2		)	(98		)	(674		)	55			(719		)
OPERATING (LOSS) INCOME	(2		)	(95		)	216			52			171
Investment income from Group undertakings	—			161			5			(166		)	—
Interest expense	(10		)	(86		)	(88		)	152			(32		)
(LOSS) INCOME BEFORE INCOME TAXES AND INTEREST IN EARNINGS OF ASSOCIATES	(12		)	(20		)	133			38			139
Income taxes	—			5			(40		)	6			(29		)
(LOSS) INCOME BEFORE INTEREST IN EARNINGS OF ASSOCIATES	(12		)	(15		)	93			44			110
Interest in earnings of associates, net of tax	—			—			(5		)	2			(3		)
Equity account for subsidiaries	117			127			—			(244		)	—
NET INCOME	105			112			88			(198		)	107
Less: Net income attributable to noncontrolling interests	—			—			(2		)	—			(2		)
NET INCOME ATTRIBUTABLE TO WILLIS GROUP HOLDINGS	$	105		$	112		$	86		$	(198	)	$	105

48

Notes to the financial statements

(Unaudited)

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

Condensed Consolidating Statement of Comprehensive Income

	Three months ended June 30, 2013
	Willis Group Holdings - the Parent Issuer		The Guarantors		Other			Consolidating adjustments			Consolidated
	(millions)
Comprehensive income	$	111	$	118	$	80		$	(196	)	$	113
Less: comprehensive income attributable to noncontrolling interests	—		—		(2		)	—			(2		)
TOTAL COMPREHENSIVE INCOME ATTRIBUTABLE TO WILLIS GROUP HOLDINGS	$	111	$	118	$	78		$	(196	)	$	111

49

Willis Group Holdings plc

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

Condensed Consolidating Statement of Operations

	Three months ended June 30, 2012
	Willis Group Holdings - the Parent Issuer			The Guarantors			Other			Consolidating adjustments			Consolidated
	(millions)
REVENUES
Commissions and fees	$	—		$	—		$	837		$	—		$	837
Investment income	—			3			5			(3		)	5
Other income	—			—			—			—			—
Total revenues	—			3			842			(3		)	842
EXPENSES
Salaries and benefits	—			(6		)	(494		)	—			(500		)
Other operating expenses	(10		)	(35		)	(87		)	3			(129		)
Depreciation expense	—			(5		)	(14		)	—			(19		)
Amortization of intangible assets	—			—			(19		)	4			(15		)
Net loss on disposal of operations	—			—			(7		)	7			—
Total expenses	(10		)	(46		)	(621		)	14			(663		)
OPERATING (LOSS) INCOME	(10		)	(43		)	221			11			179
Investment income from Group undertakings	—			159			19			(178		)	—
Interest expense	(10		)	(101		)	(73		)	151			(33		)
(LOSS) INCOME BEFORE INCOME TAXES AND INTEREST IN EARNINGS OF ASSOCIATES	(20		)	15			167			(16		)	146
Income taxes	5			6			(41		)	(6		)	(36		)
(LOSS) INCOME BEFORE INTEREST IN EARNINGS OF ASSOCIATES	(15		)	21			126			(22		)	110
Interest in earnings of associates, net of tax	—			—			(3		)	2			(1		)
Equity account for subsidiaries	123			101			—			(224		)	—
INCOME FROM CONTINUING OPERATIONS	108			122			123			(244		)	109
Discontinued operations, net of tax	—			—			1			—			1
NET INCOME	108			122			124			(244		)	110
Less: Net income attributable to noncontrolling interests	—			—			(2		)	—			(2		)
NET INCOME ATTRIBUTABLE TO WILLIS GROUP HOLDINGS	$	108		$	122		$	122		$	(244	)	$	108

50

Notes to the financial statements

(Unaudited)

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

Condensed Consolidating Statement of Comprehensive Income

	Three months ended June 30, 2012
	Willis Group Holdings - the Parent Issuer		The Guarantors		Other			Consolidating adjustments			Consolidated
	(millions)
Comprehensive income	$	77	$	94	$	79		$	(172	)	$	78
Less: comprehensive income attributable to noncontrolling interests	—		—		(1		)	—			(1		)
TOTAL COMPREHENSIVE INCOME ATTRIBUTABLE TO WILLIS GROUP HOLDINGS	$	77	$	94	$	78		$	(172	)	$	77

51

Willis Group Holdings plc

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

Condensed Consolidating Statement of Operations

	Six months ended June 30, 2013
	Willis Group Holdings - the Parent Issuer			The Guarantors			Other			Consolidating adjustments			Consolidated
	(millions)
REVENUES
Commissions and fees	$	—		$	—		$	1,931		$	—		$	1,931
Investment income	—			6			7			(6		)	7
Other income	—			—			(183		)	186			3
Total revenues	—			6			1,755			180			1,941
EXPENSES
Salaries and benefits	(1		)	(45		)	(1,051		)	—			(1,097		)
Other operating expenses	(5		)	(116		)	(246		)	56			(311		)
Depreciation expense	—			(12		)	(35		)	—			(47		)
Amortization of intangible assets	—			—			(32		)	4			(28		)
Net gain on disposal of operations	—			—			3			(3		)	—
Total expenses	(6		)	(173		)	(1,361		)	57			(1,483		)
OPERATING (LOSS) INCOME	(6		)	(167		)	394			237			458
Investment income from Group undertakings	—			307			48			(355		)	—
Interest expense	(21		)	(165		)	(173		)	296			(63		)
(LOSS) INCOME BEFORE INCOME TAXES AND INTEREST IN EARNINGS OF ASSOCIATES	(27		)	(25		)	269			178			395
Income taxes	—			6			(87		)	4			(77		)
(LOSS) INCOME BEFORE INTEREST IN EARNINGS OF ASSOCIATES	(27		)	(19		)	182			182			318
Interest in earnings of associates, net of tax	—			—			8			4			12
Equity account for subsidiaries	351			367			—			(718		)	—
NET INCOME	324			348			190			(532		)	330
Less: Net income attributable to noncontrolling interests	—			—			(6		)	—			(6		)
NET INCOME ATTRIBUTABLE TO WILLIS GROUP HOLDINGS	$	324		$	348		$	184		$	(532	)	$	324

52

Notes to the financial statements

(Unaudited)

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

Condensed Consolidating Statement of Comprehensive Income

	Six months ended June 30, 2013
	Willis Group Holdings - the Parent Issuer		The Guarantors		Other			Consolidating adjustments			Consolidated
	(millions)
Comprehensive income	$	294	$	318	$	143		$	(456	)	$	299
Less: comprehensive income attributable to noncontrolling interests	—		—		(5		)	—			(5		)
TOTAL COMPREHENSIVE INCOME ATTRIBUTABLE TO WILLIS GROUP HOLDINGS	$	294	$	318	$	138		$	(456	)	$	294

53

Willis Group Holdings plc

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

Condensed Consolidating Statement of Operations

	Six months ended June 30, 2012
	Willis Group Holdings - the Parent Issuer			The Guarantors			Other			Consolidating adjustments			Consolidated
	(millions)
REVENUES
Commissions and fees	$	—		$	—		$	1,842		$	—		$	1,842
Investment income	—			6			10			(6		)	10
Other income	—			—			96			(93		)	3
Total revenues	—			6			1,948			(99		)	1,855
EXPENSES
Salaries and benefits	(1		)	(22		)	(983		)	—			(1,006		)
Other operating expenses	(7		)	(54		)	(228		)	4			(285		)
Depreciation expense	—			(8		)	(30		)	—			(38		)
Amortization of intangible assets	—			—			(36		)	6			(30		)
Net loss on disposal of operations	—			—			(23		)	23			—
Total expenses	(8		)	(84		)	(1,300		)	33			(1,359		)
OPERATING (LOSS) INCOME	(8		)	(78		)	648			(66		)	496
Investment income from Group undertakings	—			316			14			(330		)	—
Interest expense	(21		)	(201		)	(142		)	299			(65		)
(LOSS) INCOME BEFORE INCOME TAXES AND INTEREST IN EARNINGS OF ASSOCIATES	(29		)	37			520			(97		)	431
Income taxes	7			13			(117		)	(7		)	(104		)
(LOSS) INCOME BEFORE INTEREST IN EARNINGS OF ASSOCIATES	(22		)	50			403			(104		)	327
Interest in earnings of associates, net of tax	—			—			10			4			14
Equity account for subsidiaries	355			303			—			(658		)	—
INCOME FROM CONTINUING OPERATIONS	333			353			413			(758		)	341
Discontinued operations, net of tax	—			—			1			—			1
NET INCOME	333			353			414			(758		)	342
Less: Net income attributable to noncontrolling interests	—			—			(9		)	—			(9		)
NET INCOME ATTRIBUTABLE TO WILLIS GROUP HOLDINGS	$	333		$	353		$	405		$	(758	)	$	333

54

Notes to the financial statements

(Unaudited)

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

Condensed Consolidating Statement of Comprehensive Income

	Six months ended June 30, 2012
	Willis Group Holdings - the Parent Issuer		The Guarantors		Other			Consolidating adjustments			Consolidated
	(millions)
Comprehensive income	$	333	$	354	$	430		$	(775	)	$	342
Less: comprehensive income attributable to noncontrolling interests	—		—		(9		)	—			(9		)
TOTAL COMPREHENSIVE INCOME ATTRIBUTABLE TO WILLIS GROUP HOLDINGS	$	333	$	354	$	421		$	(775	)	$	333

55

Willis Group Holdings plc

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

Condensed Consolidating Balance Sheet

	As of June 30, 2013
	Willis Group Holdings - the Parent Issuer			The Guarantors			Other			Consolidating adjustments			Consolidated
	(millions)
ASSETS
CURRENT ASSETS
Cash and cash equivalents	$	1		$	5		$	497		$	—		$	503
Accounts receivable, net	—			2			1,015			27			1,044
Fiduciary assets	—			—			10,799			(889		)	9,910
Deferred tax assets	—			—			11			(1		)	10
Other current assets	1			116			263			(173		)	207
Total current assets	2			123			12,585			(1,036		)	11,674
Investments in subsidiaries	(1,215		)	3,326			3,807			(5,918		)	—
Amounts owed by (to) Group undertakings	4,047			(3,273		)	(774		)	—			—
NON-CURRENT ASSETS
Fixed assets, net	—			69			385			(2		)	452
Goodwill	—			—			1,211			1,618			2,829
Other intangible assets, net	—			—			502			(129		)	373
Investments in associates	—			—			(48		)	225			177
Deferred tax assets	—			—			40			(25		)	15
Pension benefits asset	—			—			213			—			213
Other non-current assets	4			172			165			(136		)	205
Total non-current assets	4			241			2,468			1,551			4,264
TOTAL ASSETS	$	2,838		$	417		$	18,086		$	(5,403	)	$	15,938
LIABILITIES AND STOCKHOLDERS’ EQUITY
CURRENT LIABILITIES
Fiduciary liabilities	$	—		$	—		$	10,799		$	(889	)	$	9,910
Deferred revenue and accrued expenses	3			15			397			(1		)	414
Income taxes payable	—			34			137			(137		)	34
Short-term debt and current portion of long-term debt	—			15			2			—			17
Deferred tax liabilities	1			4			28			(1		)	32
Other current liabilities	62			49			277			(30		)	358
Total current liabilities	66			117			11,640			(1,058		)	10,765
NON-CURRENT LIABILITIES
Long-term debt	795			1,530			1			—			2,326
Liabilities for pension benefits	—			—			256			—			256
Deferred tax liabilities	—			—			43			(25		)	18
Provisions for liabilities	—			—			213			(11		)	202
Other non-current liabilities	—			11			361			(1		)	371
Total non-current liabilities	795			1,541			874			(37		)	3,173
TOTAL LIABILITIES	$	861		$	1,658		$	12,514		$	(1,095	)	$	13,938

EQUITY
Total Willis Group Holdings stockholders’ equity	1,977		(1,241		)	5,549		(4,308		)	1,977
Noncontrolling interests	—		—			23		—			23
Total equity	1,977		(1,241		)	5,572		(4,308		)	2,000
TOTAL LIABILITIES AND EQUITY	$	2,838	$	417		$	18,086	$	(5,403	)	$	15,938

56

Notes to the financial statements

(Unaudited)

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

Condensed Consolidating Balance Sheet

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

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

57

Willis Group Holdings plc

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

Condensed Consolidating Statement of Cash Flows

	Six months ended June 30, 2013
	Willis Group Holdings - the Parent Issuer			The Guarantors			Other			Consolidating adjustments		Consolidated
	(millions)
NET CASH (USED IN) PROVIDED BY OPERATING ACTIVITIES	$	(26	)	$	16		$	147		$	—	$	137
CASH FLOWS FROM INVESTING ACTIVITIES
Proceeds on disposal of fixed and intangible assets	—			2			6			—		8
Additions to fixed assets	—			(9		)	(42		)	—		(51		)
Additions to intangible assets	—			—			(1		)	—		(1		)
Acquisitions of subsidiaries, net of cash acquired	—			—			(29		)	—		(29		)
Payments to acquire other investments	—			—			(2		)	—		(2		)
Net cash used in investing activities	—			(7		)	(68		)	—		(75		)
CASH FLOWS FROM FINANCING ACTIVITIES
Proceeds from draw down of revolving credit facility	—			—			2			—		2
Repayments of debt	—			(8		)	—			—		(8		)
Proceeds from issue of shares	62			—			—			—		62
Amounts owed by (to) Group undertakings	58			4			(62		)	—		—
Excess tax benefits from share-based payment arrangement	1			—			—			—		1
Dividends paid	(95		)	—			—			—		(95		)
Acquisition of noncontrolling interests	—			—			(4		)	—		(4		)
Dividends paid to noncontrolling interests	—			—			(8		)	—		(8		)
Net cash provided by (used in) financing activities	26			(4		)	(72		)	—		(50		)
INCREASE IN CASH AND CASH EQUIVALENTS	—			5			7			—		12
Effect of exchange rate changes on cash and cash equivalents	—			—			(9		)	—		(9		)
CASH AND CASH EQUIVALENTS, BEGINNING OF PERIOD	1			—			499			—		500
CASH AND CASH EQUIVALENTS, END OF PERIOD	$	1		$	5		$	497		$	—	$	503

58

Notes to the financial statements

(Unaudited)

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

Condensed Consolidating Statement of Cash Flows

	Six months ended June 30, 2012
	Willis Group Holdings - the Parent Issuer			The Guarantors			Other			Consolidating adjustments			Consolidated
	(millions)
NET CASH (USED IN) PROVIDED BY OPERATING ACTIVITIES	$	(25	)	$	94		$	142		$	(53	)	$	158
CASH FLOWS FROM INVESTING ACTIVITIES
Proceeds on disposal of fixed and intangible assets	—			—			5			—			5
Additions to fixed assets	—			(12		)	(51		)	—			(63		)
Acquisitions of subsidiaries, net of cash acquired	—			—			(4		)	—			(4		)
Payments to acquire other investments	—			—			(4		)	—			(4		)
Net cash used in investing activities	—			(12		)	(54		)	—			(66		)
CASH FLOWS FROM FINANCING ACTIVITIES
Proceeds from draw down of revolving credit facility	—			50			—			—			50
Repayments of debt	—			(5		)	(4		)	—			(9		)
Repurchase of shares	(56		)	—			—			—			(56		)
Proceeds from issue of shares	23			—			—			—			23
Amounts owed by (to) Group undertakings	151			(290		)	139			—			—
Excess tax benefits from share-based payment arrangement	—			—			1			—			1
Dividends paid	(93		)	—			(53		)	53			(93		)
Proceeds from sale of noncontrolling interests	—			—			3			—			3
Acquisition of noncontrolling interests	—			—			(29		)	—			(29		)
Dividends paid to noncontrolling interests	—			—			(10		)	—			(10		)
Net cash provided by (used in) financing activities	25			(245		)	47			53			(120		)
(DECREASE) INCREASE IN CASH AND CASH EQUIVALENTS	—			(163		)	135			—			(28		)
Effect of exchange rate changes on cash and cash equivalents	—			—			(1		)	—			(1		)
CASH AND CASH EQUIVALENTS, BEGINNING OF PERIOD	—			163			273			—			436
CASH AND CASH EQUIVALENTS, END OF PERIOD	$	—		$	—		$	407		$	—		$	407

59

Willis Group Holdings plc

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

Trinity Acquisition plc may offer debt securities pursuant to an effective shelf registration on Form S-3. Debt securities offered('Trinity Acquisition Debt Securities'), if issued, will be guaranteed by the Company and certain of its subsidiaries. Therefore Trinity Acquisition plc is providing condensed consolidating financial information below. If Trinity Acquisition plc issues debt securities, the following 100 percent directly or indirectly owned subsidiaries of the parent could fully and unconditionally guarantee the debt securities on a joint and several basis: Willis Netherlands Holdings B.V, Willis Investment UK Holdings Limited, TA I Limited, Willis Group Limited and Willis North America, Inc..

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

Presented below is condensed consolidating financial information for:

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

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

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

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

(v) Consolidating adjustments; and

(vi) the Consolidated Company.

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

60

Notes to the financial statements

(Unaudited)

21. FINANCIAL INFORMATION FOR ISSUER, PARENT GUARANTOR, GUARANTOR SUBSIDIARIES AND NON-GUARANTOR SUBSIDIARIES (Continued)

Condensed Consolidating Statement of Operations

	Three months ended June 30, 2013
	Willis Group Holdings			The Other Guarantors			The Issuer			Other			Consolidating adjustments				Consolidated
	(millions)
REVENUES
Commissions and fees	$	—		$	—		$	—		$	885		$	—			$	885
Investment income	—			3			—			3			(3		)		3
Other income	—			—			—			2			—				2
Total revenues	—			3			—			890			(3		)		890
EXPENSES
Salaries and benefits	(1		)	(22		)	—			(506		)	—				(529		)
Other operating expenses	(1		)	(68		)	—			(142		)	56				(155		)
Depreciation expense	—			(8		)	—			(13		)	—				(21		)
Amortization of intangible assets	—			—			—			(16		)	2				(14		)
Net gain on disposal of operations	—			—			—			3			(3		)		—
Total expenses	(2		)	(98		)	—			(674		)	55				(719		)
OPERATING (LOSS) INCOME	(2		)	(95		)	—			216			52				171
Investment income from Group undertakings	—			145			16			5			(166		)		—
Interest expense	(10		)	(77		)	(9		)	(88		)	152				(32		)
(LOSS) INCOME BEFORE INCOME TAXES AND INTEREST IN EARNINGS OF ASSOCIATES	(12		)	(27		)	7			133			38				139
Income taxes	—			7			(2		)	(40		)	6				(29		)
(LOSS) INCOME BEFORE INTEREST IN EARNINGS OF ASSOCIATES	(12		)	(20		)	5			93			44			��	110
Interest in earnings of associates, net of tax	—			—			—			(5		)	2				(3		)
Equity account for subsidiaries	117			132			92			—			(341		)		—
NET INCOME	105			112			97			88			(295		)		107
Less: Net income attributable to noncontrolling interests	—			—			—			(2		)	—				(2		)
NET INCOME ATTRIBUTABLE TO WILLIS GROUP HOLDINGS	$	105		$	112		$	97		$	86		$	(295	)		$	105

61

Willis Group Holdings plc

21. FINANCIAL INFORMATION FOR ISSUER, PARENT GUARANTOR, GUARANTOR SUBSIDIARIES AND NON-GUARANTOR SUBSIDIARIES (Continued)

Condensed Consolidating Statement of Comprehensive Income

	Three months ended June 30, 2013
	Willis Group Holdings		The Other Guarantors		The Issuer		Other			Consolidating adjustments			Consolidated
	(millions)
Comprehensive income	$	111	$	118	$	103	$	80		$	(299	)	$	113
Less: comprehensive income attributable to noncontrolling interests	—		—		—		(2		)	—			(2		)
TOTAL COMPREHENSIVE INCOME ATTRIBUTABLE TO WILLIS GROUP HOLDINGS	$	111	$	118	$	103	$	78		$	(299	)	$	111

62

Notes to the financial statements

(Unaudited)

21. FINANCIAL INFORMATION FOR ISSUER, PARENT GUARANTOR, GUARANTOR SUBSIDIARIES AND NON-GUARANTOR SUBSIDIARIES (Continued)

Condensed Consolidating Statement of Operations

	Three months ended June 30, 2012
	Willis Group Holdings			The Other Guarantors			The Issuer			Other			Consolidating adjustments			Consolidated
	(millions)
REVENUES
Commissions and fees	$	—		$	—		$	—		$	837		$	—		$	837
Investment income	—			3			—			5			(3		)	5
Other income	—			—			—			—			—			—
Total revenues	—			3			—			842			(3		)	842
EXPENSES
Salaries and benefits	—			(6		)	—			(494		)	—			(500		)
Other operating expenses	(10		)	(35		)	—			(87		)	3			(129		)
Depreciation expense	—			(5		)	—			(14		)	—			(19		)
Amortization of intangible assets	—			—			—			(19		)	4			(15		)
Net loss on disposal of operations	—			—			—			(7		)	7			—
Total expenses	(10		)	(46		)	—			(621		)	14			(663		)
OPERATING (LOSS) INCOME	(10		)	(43		)	—			221			11			179
Investment income from Group undertakings	—			144			18			19			(181		)	—
Interest expense	(10		)	(93		)	(8		)	(73		)	151			(33		)
(LOSS) INCOME BEFORE INCOME TAXES AND INTEREST IN EARNINGS OF ASSOCIATES	(20		)	8			10			167			(19		)	146
Income taxes	5			9			(3		)	(41		)	(6		)	(36		)
(LOSS) INCOME BEFORE INTEREST IN EARNINGS OF ASSOCIATES	(15		)	17			7			126			(25		)	110
Interest in earnings of associates, net of tax	—			—			—			(3		)	2			(1		)
Equity account for subsidiaries	123			105			103			—			(331		)	—
INCOME FROM CONTINUING OPERATIONS	108			122			110			123			(354		)	109
Discontinued operations, net of tax	—			—			—			1			—			1
NET INCOME	108			122			110			124			(354		)	110
Less: Net income attributable to noncontrolling interests	—			—			—			(2		)	—			(2		)
NET INCOME ATTRIBUTABLE TO WILLIS GROUP HOLDINGS	$	108		$	122		$	110		$	122		$	(354	)	$	108

63

Willis Group Holdings plc

21. FINANCIAL INFORMATION FOR ISSUER, PARENT GUARANTOR, GUARANTOR SUBSIDIARIES AND NON-GUARANTOR SUBSIDIARIES (Continued)

Condensed Consolidating Statement of Comprehensive Income

	Three months ended June 30, 2012
	Willis Group Holdings		The Other Guarantors		The Issuer		Other			Consolidating adjustments			Consolidated
	(millions)
Comprehensive income	$	77	$	94	$	84	$	79		$	(256	)	$	78
Less: comprehensive income attributable to noncontrolling interests	—		—		—		(1		)	—			(1		)
TOTAL COMPREHENSIVE INCOME ATTRIBUTABLE TO WILLIS GROUP HOLDINGS	$	77	$	94	$	84	$	78		$	(256	)	$	77

64

Notes to the financial statements

(Unaudited)

21. FINANCIAL INFORMATION FOR ISSUER, PARENT GUARANTOR, GUARANTOR SUBSIDIARIES AND NON-GUARANTOR SUBSIDIARIES (Continued)

Condensed Consolidating Statement of Operations

	Six months ended June 30, 2013
	Willis Group Holdings			The Other Guarantors			The Issuer			Other			Consolidating adjustments			Consolidated
	(millions)
REVENUES
Commissions and fees	$	—		$	—		$	—		$	1,931		$	—		$	1,931
Investment income	—			6			—			7			(6		)	7
Other income	—			—			—			(183		)	186			3
Total revenues	—			6			—			1,755			180			1,941
EXPENSES
Salaries and benefits	(1		)	(45		)	—			(1,051		)	—			(1,097		)
Other operating expenses	(5		)	(116		)	—			(246		)	56			(311		)
Depreciation expense	—			(12		)	—			(35		)	—			(47		)
Amortization of intangible assets	—			—			—			(32		)	4			(28		)
Net gain on disposal of operations	—			—			—			3			(3		)	—
Total expenses	(6		)	(173		)	—			(1,361		)	57			(1,483		)
OPERATING (LOSS) INCOME	(6		)	(167		)	—			394			237			458
Investment income from Group undertakings	—			278			29			48			(355		)	—
Interest expense	(21		)	(148		)	(17		)	(173		)	296			(63		)
(LOSS) INCOME BEFORE INCOME TAXES AND INTEREST IN EARNINGS OF ASSOCIATES	(27		)	(37		)	12			269			178			395
Income taxes	—			8			(2		)	(87		)	4			(77		)
(LOSS) INCOME BEFORE INTEREST IN EARNINGS OF ASSOCIATES	(27		)	(29		)	10			182			182			318
Interest in earnings of associates, net of tax	—			—			—			8			4			12
Equity account for subsidiaries	351			377			310			—			(1,038		)	—
NET INCOME	324			348			320			190			(852		)	330
Less: Net income attributable to noncontrolling interests	—			—			—			(6		)	—			(6		)
NET INCOME ATTRIBUTABLE TO WILLIS GROUP HOLDINGS	$	324		$	348		$	320		$	184		$	(852	)	$	324

65

Willis Group Holdings plc

21. FINANCIAL INFORMATION FOR ISSUER, PARENT GUARANTOR, GUARANTOR SUBSIDIARIES AND NON-GUARANTOR SUBSIDIARIES (Continued)

Condensed Consolidating Statement of Comprehensive Income

	Six months ended June 30, 2013
	Willis Group Holdings		The Other Guarantors		The Issuer		Other			Consolidating adjustments			Consolidated
	(millions)
Comprehensive income	$	294	$	318	$	295	$	143		$	(751	)	$	299
Less: comprehensive income attributable to noncontrolling interests	—		—		—		(5		)	—			(5		)
TOTAL COMPREHENSIVE INCOME ATTRIBUTABLE TO WILLIS GROUP HOLDINGS	$	294	$	318	$	295	$	138		$	(751	)	$	294

66

Notes to the financial statements

(Unaudited)

21. FINANCIAL INFORMATION FOR ISSUER, PARENT GUARANTOR, GUARANTOR SUBSIDIARIES AND NON-GUARANTOR SUBSIDIARIES (Continued)

Condensed Consolidating Statement of Operations

	Six months ended June 30, 2012
	Willis Group Holdings			The Other Guarantors			The Issuer			Other			Consolidating adjustments			Consolidated
	(millions)
REVENUES
Commissions and fees	$	—		$	—		$	—		$	1,842		$	—		$	1,842
Investment income	—			6			—			10			(6		)	10
Other income	—			—			—			96			(93		)	3
Total revenues	—			6			—			1,948			(99		)	1,855
EXPENSES
Salaries and benefits	(1		)	(22		)	—			(983		)	—			(1,006		)
Other operating expenses	(7		)	(55		)	1			(228		)	4			(285		)
Depreciation expense	—			(8		)	—			(30		)	—			(38		)
Amortization of intangible assets	—			—			—			(36		)	6			(30		)
Net loss on disposal of operations	—			—			—			(23		)	23			—
Total expenses	(8		)	(85		)	1			(1,300		)	33			(1,359		)
OPERATING (LOSS) INCOME	(8		)	(79		)	1			648			(66		)	496
Investment income from Group undertakings	—			448			318			14			(780		)	—
Interest expense	(21		)	(184		)	(17		)	(142		)	299			(65		)
(LOSS) INCOME BEFORE INCOME TAXES AND INTEREST IN EARNINGS OF ASSOCIATES	(29		)	185			302			520			(547		)	431
Income taxes	7			18			(5		)	(117		)	(7		)	(104		)
(LOSS) INCOME BEFORE INTEREST IN EARNINGS OF ASSOCIATES	(22		)	203			297			403			(554		)	327
Interest in earnings of associates, net of tax	—			—			—			10			4			14
Equity account for subsidiaries	355			150			36			—			(541		)	—
INCOME FROM CONTINUING OPERATIONS	333			353			333			413			(1,091		)	341
Discontinued operations, net of tax	—			—			—			1			—			1
NET INCOME	333			353			333			414			(1,091		)	342
Less: Net income attributable to noncontrolling interests	—			—			—			(9		)	—			(9		)
NET INCOME ATTRIBUTABLE TO WILLIS GROUP HOLDINGS	$	333		$	353		$	333		$	405		$	(1,091	)	$	333

67

Willis Group Holdings plc

21. FINANCIAL INFORMATION FOR ISSUER, PARENT GUARANTOR, GUARANTOR SUBSIDIARIES AND NON-GUARANTOR SUBSIDIARIES (Continued)

Condensed Consolidating Statement of Comprehensive Income

	Six months ended June 30, 2012
	Willis Group Holdings		The Other Guarantors		The Issuer		Other			Consolidating adjustments			Consolidated
	(millions)
Comprehensive income	$	333	$	354	$	334	$	430		$	(1,109	)	$	342
Less: comprehensive income attributable to noncontrolling interests	—		—		—		(9		)	—			(9		)
TOTAL COMPREHENSIVE INCOME ATTRIBUTABLE TO WILLIS GROUP HOLDINGS	$	333	$	354	$	334	$	421		$	(1,109	)	$	333

68

Notes to the financial statements

(Unaudited)

21. FINANCIAL INFORMATION FOR ISSUER, PARENT GUARANTOR, GUARANTOR SUBSIDIARIES AND NON-GUARANTOR SUBSIDIARIES (Continued)

Condensed Consolidating Balance Sheet

	As of June 30, 2013
	Willis Group Holdings			The Other Guarantors			The Issuer			Other			Consolidating adjustments			Consolidated
	(millions)
ASSETS
CURRENT ASSETS
Cash and cash equivalents	$	1		$	5		$	—		$	497		$	—		$	503
Accounts receivable, net	—			2			—			1,015			27			1,044
Fiduciary assets	—			—			—			10,799			(889		)	9,910
Deferred tax assets	—			—			—			11			(1		)	10
Other current assets	1			115			1			263			(173		)	207
Total current assets	2			122			1			12,585			(1,036		)	11,674
Investments in subsidiaries	(1,215		)	2,792			3,393			3,807			(8,777		)	—
Amounts owed by (to) Group undertakings	4,047			(3,030		)	(243		)	(774		)	—			—
NON-CURRENT ASSETS
Fixed assets, net	—			69			—			385			(2		)	452
Goodwill	—			—			—			1,211			1,618			2,829
Other intangible assets, net	—			—			—			502			(129		)	373
Investments in associates	—			—			—			(48		)	225			177
Deferred tax assets	—			—			—			40			(25		)	15
Pension benefits asset	—			—			—			213			—			213
Other non-current assets	4			170			2			165			(136		)	205
Total non-current assets	4			239			2			2,468			1,551			4,264
TOTAL ASSETS	$	2,838		$	123		$	3,153		$	18,086		$	(8,262	)	$	15,938
LIABILITIES AND STOCKHOLDERS’ EQUITY
CURRENT LIABILITIES
Fiduciary liabilities	$	—		$	—		$	—		$	10,799		$	(889	)	$	9,910
Deferred revenue and accrued expenses	3			15			—			397			(1		)	414
Income taxes payable	—			21			13			137			(137		)	34
Short-term debt and current portion of long-term debt	—			—			15			2			—			17
Deferred tax liabilities	1			4			—			28			(1		)	32
Other current liabilities	62			49			—			277			(30		)	358
Total current liabilities	66			89			28			11,640			(1,058		)	10,765
NON-CURRENT LIABILITIES
Long-term debt	795			1,264			266			1			—			2,326
Liabilities for pension benefits	—			—			—			256			—			256
Deferred tax liabilities	—			—			—			43			(25		)	18
Provisions for liabilities	—			—			—			213			(11		)	202
Other non-current liabilities	—			11			—			361			(1		)	371
Total non-current liabilities	795			1,275			266			874			(37		)	3,173
TOTAL LIABILITIES	$	861		$	1,364		$	294		$	12,514		$	(1,095	)	$	13,938
EQUITY
Total Willis Group Holdings stockholders’ equity	1,977			(1,241		)	2,859			5,549			(7,167		)	1,977
Noncontrolling interests	—			—			—			23			—			23
Total equity	1,977			(1,241		)	2,859			5,572			(7,167		)	2,000
TOTAL LIABILITIES AND EQUITY	$	2,838		$	123		$	3,153		$	18,086		$	(8,262	)	$	15,938

69

Willis Group Holdings plc

21. FINANCIAL INFORMATION FOR ISSUER, PARENT GUARANTOR, GUARANTOR SUBSIDIARIES AND NON-GUARANTOR SUBSIDIARIES (Continued)

Condensed Consolidating Balance Sheet

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

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Notes to the financial statements

(Unaudited)

21. FINANCIAL INFORMATION FOR ISSUER, PARENT GUARANTOR, GUARANTOR SUBSIDIARIES AND NON-GUARANTOR SUBSIDIARIES (Continued)

Condensed Consolidating Statement of Cash Flows

	Six months ended June 30, 2013
	Willis Group Holdings			The Other Guarantors			The Issuer			Other			Consolidating adjustments		Consolidated
	(millions)
NET CASH (USED IN) PROVIDED BY OPERATING ACTIVITIES	$	(26	)	$	4		$	12		$	147		$	—	$	137
CASH FLOWS FROM INVESTING ACTIVITIES
Proceeds on disposal of fixed and intangible assets	—			2			—			6			—		8
Additions to fixed assets	—			(9		)	—			(42		)	—		(51		)
Additions to intangible assets	—			—			—			(1		)	—		(1		)
Acquisitions of subsidiaries, net of cash acquired	—			—			—			(29		)	—		(29		)
Payments to acquire other investments	—			—			—			(2		)	—		(2		)
Net cash used in investing activities	—			(7		)	—			(68		)	—		(75		)
CASH FLOWS FROM FINANCING ACTIVITIES
Proceeds from draw down of revolving credit facility	—			—			—			2			—		2
Repayments of debt	—			—			(8		)	—			—		(8		)
Proceeds from issue of shares	62			—			—			—			—		62
Amounts owed by (to) Group undertakings	58			8			(4		)	(62		)	—		—
Excess tax benefits from share-based payment arrangements	1			—			—			—			—		1
Dividends paid	(95		)	—			—			—			—		(95		)
Acquisition of noncontrolling interests	—			—			—			(4		)	—		(4		)
Dividends paid to noncontrolling interests	—			—			—			(8		)	—		(8		)
Net cash provided by (used in) financing activities	26			8			(12		)	(72		)	—		(50		)
INCREASE IN CASH AND CASH EQUIVALENTS	—			5			—			7			—		12
Effect of exchange rate changes on cash and cash equivalents	—			—			—			(9		)	—		(9		)
CASH AND CASH EQUIVALENTS, BEGINNING OF PERIOD	1			—			—			499			—		500
CASH AND CASH EQUIVALENTS, END OF PERIOD	$	1		$	5		$	—		$	497		$	—	$	503

71

Willis Group Holdings plc

21. FINANCIAL INFORMATION FOR ISSUER, PARENT GUARANTOR, GUARANTOR SUBSIDIARIES AND NON-GUARANTOR SUBSIDIARIES (Continued)

Condensed Consolidating Statement of Cash Flows

	Six months ended June 30, 2012
	Willis Group Holdings			The Other Guarantors			The Issuer			Other			Consolidating adjustments			Consolidated
	(millions)
NET CASH (USED IN) PROVIDED BY OPERATING ACTIVITIES	$	(25	)	$	239		$	302		$	142		$	(500	)	$	158
CASH FLOWS FROM INVESTING ACTIVITIES
Proceeds on disposal of fixed and intangible assets	—			—			—			5			—			5
Additions to fixed assets	—			(12		)	—			(51		)	—			(63		)
Acquisitions of subsidiaries, net of cash acquired	—			—			—			(4		)	—			(4		)
Payments to acquire other investments	—			—			—			(4		)	—			(4		)
Net cash used in investing activities	—			(12		)	—			(54		)	—			(66		)
CASH FLOWS FROM FINANCING ACTIVITIES
Proceeds from draw down of revolving credit facility	—			—			50			—			—			50
Repayments of debt	—			—			(5		)	(4		)	—			(9		)
Repurchase of shares	(56		)	—			—			—			—			(56		)
Proceeds from issue of shares	23			—			—			—			—			23
Amounts owed by (to) Group undertakings	151			(108		)	(182		)	139			—			—
Excess tax benefits from share-based payment arrangements	—			—			—			1			—			1
Dividends paid	(93		)	(282		)	(165		)	(53		)	500			(93		)
Proceeds from sale of noncontrolling interests	—			—			—			3			—			3
Acquisition of noncontrolling interests	—			—			—			(29		)	—			(29		)
Dividends paid to noncontrolling interests	—			—			—			(10		)	—			(10		)
Net cash provided by (used in) financing activities	25			(390		)	(302		)	47			500			(120		)
(DECREASE) INCREASE IN CASH AND CASH EQUIVALENTS	—			(163		)	—			135			—			(28		)
Effect of exchange rate changes on cash and cash equivalents	—			—			—			(1		)	—			(1		)
CASH AND CASH EQUIVALENTS, BEGINNING OF PERIOD	—			163			—			273			—			436
CASH AND CASH EQUIVALENTS, END OF PERIOD	$	—		$	—		$	—		$	407		$	—		$	407

72