FINANCIAL INFORMATION FOR ISSUER, PARENT GUARANTOR, OTHER GUARANTOR SUBSIDIARIES AND NON-GUARANTOR SUBSIDIARIES (Notes) | 9 Months Ended |
Sep. 30, 2013 |
Condensed Financial Statements, Captions [Line Items] | ' |
Financial Information for issuer, Parent guarantor, guarantor subsidiaries and non-guarantor subsidiaries [Text Block] | ' |
FINANCIAL INFORMATION FOR PARENT GUARANTOR, OTHER GUARANTOR SUBSIDIARIES AND NON-GUARANTOR SUBSIDIARIES |
Willis North America Inc. (‘Willis North America’) has $148 million senior notes outstanding that were issued on July 1, 2005, $394 million of senior notes issued on March 28, 2007 and $187 million of senior notes issued on September 29, 2009. |
All direct obligations under the senior notes were jointly and severally, irrevocably and fully and unconditionally guaranteed by Willis Netherlands Holdings B.V., Willis Investment UK Holdings Limited, TA I Limited, Trinity Acquisition plc and Willis Group Limited, collectively the ‘Other Guarantors’, and with Willis Group Holdings, the ‘Guarantor Companies’. |
The debt securities that were issued by Willis North America and guaranteed by the entities described above, and for which the disclosures set forth below relate and are required under applicable SEC rules, were issued under an effective registration statement. |
Presented below is condensed consolidating financial information for: |
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(i) | Willis Group Holdings, which is a guarantor, on a parent company only basis; | | | | | | | | | | | | | | | | | | | | | | |
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(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; | | | | | | | | | | | | | | | | | | | | | | |
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(iii) | the Issuer, Willis North America; | | | | | | | | | | | | | | | | | | | | | | |
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(iv) | Other, which are the non-guarantor subsidiaries, on a combined basis; | | | | | | | | | | | | | | | | | | | | | | |
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(v) | Consolidating adjustments; and | | | | | | | | | | | | | | | | | | | | | | |
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(vi) | the Consolidated Company. | | | | | | | | | | | | | | | | | | | | | | |
The equity method has been used for investments in subsidiaries in the unaudited condensed consolidating balance sheets as of September 30, 2013 of Willis Group Holdings, the Other Guarantors and the Issuer. Investments in subsidiaries in the unaudited condensed consolidating balance sheet for Other represents the cost of investment in subsidiaries recorded in the parent companies of the non-guarantor subsidiaries. |
The entities included in the Other Guarantors column as of September 30, 2013 are Willis Netherlands Holdings B.V., Willis Investment UK Holdings Limited, TA I Limited, Trinity Acquisition plc and Willis Group Limited. |
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Condensed Consolidating Statement of Operations |
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| Three months ended September 30, 2013 |
| Willis | | The Other | | The Issuer | | Other | | Consolidating | | Consolidated |
Group | Guarantors | adjustments |
Holdings | | |
| (millions) |
REVENUES | | | | | | | | | | | |
Commissions and fees | $ | — | | | $ | — | | | $ | — | | | $ | 791 | | | $ | — | | | $ | 791 | |
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Investment income | — | | | 3 | | | — | | | 4 | | | (3 | ) | | 4 | |
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Other income | — | | | — | | | — | | | 34 | | | (34 | ) | | — | |
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Total revenues | — | | | 3 | | | — | | | 829 | | | (37 | ) | | 795 | |
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EXPENSES | | | | | | | | | | | |
Salaries and benefits | — | | | — | | | (48 | ) | | (493 | ) | | — | | | (541 | ) |
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Other operating expenses | 3 | | | (7 | ) | | (43 | ) | | (122 | ) | | 25 | | | (144 | ) |
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Depreciation expense | — | | | (1 | ) | | (5 | ) | | (15 | ) | | — | | | (21 | ) |
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Amortization of intangible assets | — | | | — | | | — | | | (16 | ) | | 2 | | | (14 | ) |
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Net loss on disposal of operations | — | | | — | | | — | | | (8 | ) | | 8 | | | — | |
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Total expenses | 3 | | | (8 | ) | | (96 | ) | | (654 | ) | | 35 | | | (720 | ) |
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OPERATING INCOME (LOSS) | 3 | | | (5 | ) | | (96 | ) | | 175 | | | (2 | ) | | 75 | |
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Investment income from Group undertakings | — | | | 93 | | | 60 | | | 20 | | | (173 | ) | | — | |
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Loss on extinguishment of debt | — | | | — | | | (60 | ) | | — | | | — | | | (60 | ) |
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Interest expense | (11 | ) | | (52 | ) | | (31 | ) | | (83 | ) | | 147 | | | (30 | ) |
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(LOSS) INCOME BEFORE INCOME TAXES AND INTEREST IN EARNINGS OF ASSOCIATES | (8 | ) | | 36 | | | (127 | ) | | 112 | | | (28 | ) | | (15 | ) |
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Income taxes | — | | | 2 | | | — | | | (7 | ) | | (6 | ) | | (11 | ) |
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(LOSS) INCOME BEFORE INTEREST IN EARNINGS OF ASSOCIATES | (8 | ) | | 38 | | | (127 | ) | | 105 | | | (34 | ) | | (26 | ) |
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Interest in earnings of associates, net of tax | — | | | — | | | — | | | (4 | ) | | 3 | | | (1 | ) |
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Equity account for subsidiaries | (19 | ) | | (58 | ) | | 62 | | | — | | | 15 | | | — | |
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NET (LOSS) INCOME | (27 | ) | | (20 | ) | | (65 | ) | | 101 | | | (16 | ) | | (27 | ) |
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Less: Net income attributable to noncontrolling interests | — | | | — | | | — | | | — | | | — | | | — | |
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NET (LOSS) INCOME ATTRIBUTABLE TO WILLIS GROUP HOLDINGS | $ | (27 | ) | | $ | (20 | ) | | $ | (65 | ) | | $ | 101 | | | $ | (16 | ) | | $ | (27 | ) |
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Condensed Consolidating Statement of Comprehensive Income |
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| Three months ended September 30, 2013 |
| Willis | | The Other | | The Issuer | | Other | | Consolidating | | Consolidated |
Group | Guarantors | adjustments |
Holdings | | |
| (millions) |
| | | | | | | | | | | |
Comprehensive income (loss) | $ | 45 | | | $ | 51 | | | $ | (62 | ) | | $ | 155 | | | $ | (143 | ) | | $ | 46 | |
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Less: comprehensive income attributable to noncontrolling interests | — | | | — | | | — | | | (1 | ) | | — | | | (1 | ) |
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TOTAL COMPREHENSIVE INCOME (LOSS) ATTRIBUTABLE TO WILLIS GROUP HOLDINGS | $ | 45 | | | $ | 51 | | | $ | (62 | ) | | $ | 154 | | | $ | (143 | ) | | $ | 45 | |
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Condensed Consolidating Statement of Operations |
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| | | | | | | | | | | | | | | | | | | | | | | |
| Three months ended September 30, 2012 |
| Willis | | The Other | | The Issuer | | Other | | Consolidating | | Consolidated |
Group | Guarantors | adjustments |
Holdings | | |
| (millions) |
REVENUES | | | | | | | | | | | |
Commissions and fees | $ | — | | | $ | — | | | $ | — | | | $ | 749 | | | $ | — | | | $ | 749 | |
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Investment income | — | | | 2 | | | — | | | 4 | | | (2 | ) | | 4 | |
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Other income | — | | | — | | | — | | | 1 | | | — | | | 1 | |
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Total revenues | — | | | 2 | | | — | | | 754 | | | (2 | ) | | 754 | |
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EXPENSES | | | | | | | | | | | |
Salaries and benefits | — | | | — | | | (28 | ) | | (474 | ) | | — | | | (502 | ) |
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Other operating expenses | (1 | ) | | (1 | ) | | (8 | ) | | (139 | ) | | 3 | | | (146 | ) |
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Depreciation expense | — | | | — | | | (4 | ) | | (17 | ) | | — | | | (21 | ) |
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Amortization of intangible assets | — | | | — | | | — | | | (17 | ) | | 3 | | | (14 | ) |
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Net gain on disposal of operations | — | | | — | | | — | | | 4 | | | (5 | ) | | (1 | ) |
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Total expenses | (1 | ) | | (1 | ) | | (40 | ) | | (643 | ) | | 1 | | | (684 | ) |
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OPERATING (LOSS) INCOME | (1 | ) | | 1 | | | (40 | ) | | 111 | | | (1 | ) | | 70 | |
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Investment income from Group undertakings | 6 | | | 808 | | | 63 | | | 104 | | | (981 | ) | | — | |
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Interest expense | (11 | ) | | (61 | ) | | (48 | ) | | (68 | ) | | 156 | | | (32 | ) |
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(LOSS) INCOME BEFORE INCOME TAXES AND INTEREST IN EARNINGS OF ASSOCIATES | (6 | ) | | 748 | | | (25 | ) | | 147 | | | (826 | ) | | 38 | |
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Income taxes | (6 | ) | | — | | | 9 | | | (19 | ) | | 6 | | | (10 | ) |
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(LOSS) INCOME BEFORE INTEREST IN EARNINGS OF ASSOCIATES | (12 | ) | | 748 | | | (16 | ) | | 128 | | | (820 | ) | | 28 | |
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Interest in earnings of associates, net of tax | — | | | — | | | — | | | (5 | ) | | 3 | | | (2 | ) |
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Equity account for subsidiaries | 38 | | | (701 | ) | | 17 | | | — | | | 646 | | | — | |
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INCOME FROM CONTINUING OPERATIONS | 26 | | | 47 | | | 1 | | | 123 | | | (171 | ) | | 26 | |
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Discontinued operations, net of tax | — | | | — | | | — | | | — | | | — | | | — | |
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NET INCOME | 26 | | | 47 | | | 1 | | | 123 | | | (171 | ) | | 26 | |
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Less: Net income attributable to noncontrolling interests | — | | | — | | | — | | | — | | | — | | | — | |
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NET INCOME ATTRIBUTABLE TO WILLIS GROUP HOLDINGS | $ | 26 | | | $ | 47 | | | $ | 1 | | | $ | 123 | | | $ | (171 | ) | | $ | 26 | |
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Condensed Consolidating Statement of Comprehensive Income |
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| | | | | | | | | | | | | | | | | | | | | | | |
| Three months ended September 30, 2012 |
| Willis | | The Other | | The Issuer | | Other | | Consolidating | | Consolidated |
Group | Guarantors | adjustments |
Holdings | | |
| (millions) |
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Comprehensive income | $ | 53 | | | $ | 74 | | | $ | 2 | | | $ | 144 | | | $ | (220 | ) | | $ | 53 | |
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Less: comprehensive income attributable to noncontrolling interests | — | | | — | | | — | | | — | | | — | | | — | |
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TOTAL COMPREHENSIVE INCOME ATTRIBUTABLE TO WILLIS GROUP HOLDINGS | $ | 53 | | | $ | 74 | | | $ | 2 | | | $ | 144 | | | $ | (220 | ) | | $ | 53 | |
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Condensed Consolidating Statement of Operations |
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| | | | | | | | | | | | | | | | | | | | | | | |
| Nine months ended September 30, 2013 |
| Willis | | The Other | | The Issuer | | Other | | Consolidating | | Consolidated |
Group | Guarantors | adjustments |
Holdings | | |
| (millions) |
REVENUES | | | | | | | | | | | |
Commissions and fees | $ | — | | | $ | — | | | $ | — | | | $ | 2,722 | | | $ | — | | | $ | 2,722 | |
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Investment income | — | | | 9 | | | — | | | 11 | | | (9 | ) | | 11 | |
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Other income | — | | | — | | | — | | | (149 | ) | | 152 | | | 3 | |
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Total revenues | — | | | 9 | | | — | | | 2,584 | | | 143 | | | 2,736 | |
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EXPENSES | | | | | | | | | | | |
Salaries and benefits | (1 | ) | | — | | | (93 | ) | | (1,544 | ) | | — | | | (1,638 | ) |
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Other operating expenses | (2 | ) | | (38 | ) | | (128 | ) | | (368 | ) | | 81 | | | (455 | ) |
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Depreciation expense | — | | | (2 | ) | | (16 | ) | | (50 | ) | | — | | | (68 | ) |
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Amortization of intangible assets | — | | | — | | | — | | | (48 | ) | | 6 | | | (42 | ) |
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Net loss on disposal of operations | — | | | — | | | — | | | (5 | ) | | 5 | | | — | |
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Total expenses | (3 | ) | | (40 | ) | | (237 | ) | | (2,015 | ) | | 92 | | | (2,203 | ) |
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OPERATING (LOSS) INCOME | (3 | ) | | (31 | ) | | (237 | ) | | 569 | | | 235 | | | 533 | |
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Investment income from Group undertakings | — | | | 265 | | | 195 | | | 68 | | | (528 | ) | | — | |
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Loss on extinguishment of debt | — | | | — | | | (60 | ) | | — | | | — | | | (60 | ) |
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Interest expense | (32 | ) | | (151 | ) | | (97 | ) | | (256 | ) | | 443 | | | (93 | ) |
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(LOSS) INCOME BEFORE INCOME TAXES AND INTEREST IN EARNINGS OF ASSOCIATES | (35 | ) | | 83 | | | (199 | ) | | 381 | | | 150 | | | 380 | |
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Income taxes | — | | | 8 | | | — | | | (94 | ) | | (2 | ) | | (88 | ) |
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(LOSS) INCOME BEFORE INTEREST IN EARNINGS OF ASSOCIATES | (35 | ) | | 91 | | | (199 | ) | | 287 | | | 148 | | | 292 | |
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Interest in earnings of associates, net of tax | — | | | — | | | — | | | 4 | | | 7 | | | 11 | |
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Equity account for subsidiaries | 332 | | | 237 | | | 184 | | | — | | | (753 | ) | | — | |
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NET INCOME (LOSS) | 297 | | | 328 | | | (15 | ) | | 291 | | | (598 | ) | | 303 | |
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Less: Net income attributable to noncontrolling interests | — | | | — | | | — | | | (6 | ) | | — | | | (6 | ) |
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NET INCOME (LOSS) ATTRIBUTABLE TO WILLIS GROUP HOLDINGS | $ | 297 | | | $ | 328 | | | $ | (15 | ) | | $ | 285 | | | $ | (598 | ) | | $ | 297 | |
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Condensed Consolidating Statement of Comprehensive Income |
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| | | | | | | | | | | | | | | | | | | | | | | |
| Nine months ended September 30, 2013 |
| Willis | | The Other | | The Issuer | | Other | | Consolidating | | Consolidated |
Group | Guarantors | adjustments |
Holdings | | |
| (millions) |
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Comprehensive income (loss) | $ | 339 | | | $ | 369 | | | $ | (8 | ) | | $ | 298 | | | $ | (653 | ) | | $ | 345 | |
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Less: comprehensive income attributable to noncontrolling interests | — | | | — | | | — | | | (6 | ) | | — | | | (6 | ) |
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TOTAL COMPREHENSIVE INCOME (LOSS) ATTRIBUTABLE TO WILLIS GROUP HOLDINGS | $ | 339 | | | $ | 369 | | | $ | (8 | ) | | $ | 292 | | | $ | (653 | ) | | $ | 339 | |
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Condensed Consolidating Statement of Operations |
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| | | | | | | | | | | | | | | | | | | | | | | |
| Nine months ended September 30, 2012 |
| Willis | | The Other | | The Issuer | | Other | | Consolidating | | Consolidated |
Group | Guarantors | adjustments |
Holdings | | |
| (millions) |
REVENUES | | | | | | | | | | | |
Commissions and fees | $ | — | | | $ | — | | | $ | — | | | $ | 2,591 | | | $ | — | | | $ | 2,591 | |
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Investment income | — | | | 8 | | | — | | | 14 | | | (8 | ) | | 14 | |
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Other income | — | | | — | | | — | | | 97 | | | (93 | ) | | 4 | |
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Total revenues | — | | | 8 | | | — | | | 2,702 | | | (101 | ) | | 2,609 | |
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EXPENSES | | | | | | | | | | | |
Salaries and benefits | (1 | ) | | — | | | (50 | ) | | (1,457 | ) | | — | | | (1,508 | ) |
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Other operating expenses | (8 | ) | | 1 | | | (63 | ) | | (367 | ) | | 6 | | | (431 | ) |
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Depreciation expense | — | | | (1 | ) | | (11 | ) | | (47 | ) | | — | | | (59 | ) |
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Amortization of intangible assets | — | | | — | | | — | | | (53 | ) | | 9 | | | (44 | ) |
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Net loss on disposal of operations | — | | | — | | | — | | | (19 | ) | | 18 | | | (1 | ) |
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Total expenses | (9 | ) | | — | | | (124 | ) | | (1,943 | ) | | 33 | | | (2,043 | ) |
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OPERATING (LOSS) INCOME | (9 | ) | | 8 | | | (124 | ) | | 759 | | | (68 | ) | | 566 | |
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Investment income from Group undertakings | 6 | | | 994 | | | 193 | | | 118 | | | (1,311 | ) | | — | |
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Interest expense | (32 | ) | | (188 | ) | | (122 | ) | | (210 | ) | | 455 | | | (97 | ) |
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(LOSS) INCOME BEFORE INCOME TAXES AND INTEREST IN EARNINGS OF ASSOCIATES | (35 | ) | | 814 | | | (53 | ) | | 667 | | | (924 | ) | | 469 | |
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Income taxes | 1 | | | 3 | | | 19 | | | (136 | ) | | (1 | ) | | (114 | ) |
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(LOSS) INCOME BEFORE INTEREST IN EARNINGS OF ASSOCIATES | (34 | ) | | 817 | | | (34 | ) | | 531 | | | (925 | ) | | 355 | |
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Interest in earnings of associates, net of tax | — | | | — | | | — | | | 5 | | | 7 | | | 12 | |
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Equity account for subsidiaries | 393 | | | (416 | ) | | 70 | | | — | | | (47 | ) | | — | |
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INCOME FROM CONTINUING OPERATIONS | 359 | | | 401 | | | 36 | | | 536 | | | (965 | ) | | 367 | |
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Discontinued operations, net of tax | — | | | — | | | — | | | 1 | | | — | | | 1 | |
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NET INCOME | 359 | | | 401 | | | 36 | | | 537 | | | (965 | ) | | 368 | |
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Less: Net income attributable to noncontrolling interests | — | | | — | | | — | | | (9 | ) | | — | | | (9 | ) |
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NET INCOME ATTRIBUTABLE TO WILLIS GROUP HOLDINGS | $ | 359 | | | $ | 401 | | | $ | 36 | | | $ | 528 | | | $ | (965 | ) | | $ | 359 | |
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Condensed Consolidating Statement of Comprehensive Income |
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| Nine months ended September 30, 2012 |
| Willis | | The Other | | The Issuer | | Other | | Consolidating | | Consolidated |
Group | Guarantors | adjustments |
Holdings | | |
| (millions) |
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Comprehensive income | $ | 386 | | | $ | 428 | | | $ | 41 | | | $ | 574 | | | $ | (1,034 | ) | | $ | 395 | |
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Less: comprehensive income attributable to noncontrolling interests | — | | | — | | | — | | | (9 | ) | | — | | | (9 | ) |
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TOTAL COMPREHENSIVE INCOME ATTRIBUTABLE TO WILLIS GROUP HOLDINGS | $ | 386 | | | $ | 428 | | | $ | 41 | | | $ | 565 | | | $ | (1,034 | ) | | $ | 386 | |
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Condensed Consolidating Balance Sheet |
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| As of September 30, 2013 |
| Willis | | The Other | | The Issuer | | Other | | Consolidating | | Consolidated |
Group | Guarantors | adjustments |
Holdings | | |
| (millions) |
ASSETS | | | | | | | | | | | |
CURRENT ASSETS | | | | | | | | | | | |
Cash and cash equivalents | $ | 3 | | | $ | 3 | | | $ | — | | | $ | 617 | | | $ | — | | | $ | 623 | |
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Accounts receivable, net | — | | | — | | | 26 | | | 930 | | | 29 | | | 985 | |
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Fiduciary assets | — | | | — | | | — | | | 10,123 | | | (926 | ) | | 9,197 | |
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Deferred tax assets | 1 | | | — | | | — | | | 16 | | | (3 | ) | | 14 | |
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Other current assets | 1 | | | 93 | | | 11 | | | 287 | | | (197 | ) | | 195 | |
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Total current assets | 5 | | | 96 | | | 37 | | | 11,973 | | | (1,097 | ) | | 11,014 | |
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Investments in subsidiaries | (1,187 | ) | | 2,747 | | | 844 | | | 3,824 | | | (6,228 | ) | | — | |
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Amounts owed by (to) Group undertakings | 4,053 | | | (3,361 | ) | | (123 | ) | | (569 | ) | | — | | | — | |
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NON-CURRENT ASSETS | | | | | | | | | | | |
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Fixed assets, net | — | | | 13 | | | 56 | | | 404 | | | (1 | ) | | 472 | |
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Goodwill | — | | | — | | | — | | | 1,233 | | | 1,613 | | | 2,846 | |
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Other intangible assets, net | — | | | — | | | — | | | 523 | | | (162 | ) | | 361 | |
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Investments in associates | — | | | — | | | — | | | (53 | ) | | 237 | | | 184 | |
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Deferred tax assets | — | | | — | | | — | | | 29 | | | (23 | ) | | 6 | |
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Pension benefits asset | — | | | — | | | — | | | 253 | | | — | | | 253 | |
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Other non-current assets | 4 | | | 151 | | | 7 | | | 167 | | | (142 | ) | | 187 | |
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Total non-current assets | 4 | | | 164 | | | 63 | | | 2,556 | | | 1,522 | | | 4,309 | |
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TOTAL ASSETS | $ | 2,875 | | | $ | (354 | ) | | $ | 821 | | | $ | 17,784 | | | $ | (5,803 | ) | | $ | 15,323 | |
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LIABILITIES AND STOCKHOLDERS’ EQUITY | | | | | | | | | | | |
CURRENT LIABILITIES | | | | | | | | | | | |
Fiduciary liabilities | $ | — | | | $ | — | | | $ | — | | | $ | 10,123 | | | $ | (926 | ) | | $ | 9,197 | |
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Deferred revenue and accrued expenses | 3 | | | — | | | 26 | | | 469 | | | (9 | ) | | 489 | |
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Income taxes payable | — | | | 50 | | | — | | | 132 | | | (149 | ) | | 33 | |
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Short-term debt and current portion of long-term debt | — | | | 15 | | | — | | | 2 | | | — | | | 17 | |
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Deferred tax liabilities | 1 | | | — | | | — | | | 19 | | | (2 | ) | | 18 | |
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Other current liabilities | 52 | | | 8 | | | 20 | | | 327 | | | (26 | ) | | 381 | |
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Total current liabilities | 56 | | | 73 | | | 46 | | | 11,072 | | | (1,112 | ) | | 10,135 | |
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NON-CURRENT LIABILITIES | | | | | | | | | | | |
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Long-term debt | 795 | | | 785 | | | 734 | | | 1 | | | — | | | 2,315 | |
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Liabilities for pension benefits | — | | | — | | | — | | | 229 | | | — | | | 229 | |
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Deferred tax liabilities | — | | | — | | | — | | | 59 | | | (23 | ) | | 36 | |
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Provisions for liabilities | — | | | — | | | — | | | 221 | | | (13 | ) | | 208 | |
|
Other non-current liabilities | — | | | — | | | 47 | | | 307 | | | (1 | ) | | 353 | |
|
Total non-current liabilities | 795 | | | 785 | | | 781 | | | 817 | | | (37 | ) | | 3,141 | |
|
TOTAL LIABILITIES | $ | 851 | | | $ | 858 | | | $ | 827 | | | $ | 11,889 | | | $ | (1,149 | ) | | $ | 13,276 | |
|
|
| | | | | | | | | | | | | | | | | | | | | | | |
EQUITY | | | | | | | | | | | |
Total Willis Group Holdings stockholders’ equity | 2,024 | | | (1,212 | ) | | (6 | ) | | 5,872 | | | (4,654 | ) | | 2,024 | |
|
Noncontrolling interests | — | | | — | | | — | | | 23 | | | — | | | 23 | |
|
Total equity | 2,024 | | | (1,212 | ) | | (6 | ) | | 5,895 | | | (4,654 | ) | | 2,047 | |
|
TOTAL LIABILITIES AND EQUITY | $ | 2,875 | | | $ | (354 | ) | | $ | 821 | | | $ | 17,784 | | | $ | (5,803 | ) | | $ | 15,323 | |
|
Condensed Consolidating Balance Sheet |
|
| | | | | | | | | | | | | | | | | | | | | | | |
| As of December 31, 2012 |
| Willis | | The Other | | The Issuer | | Other | | Consolidating | | Consolidated |
Group | Guarantors | adjustments |
Holdings | | |
| (millions) |
ASSETS | | | | | | | | | | | |
CURRENT ASSETS | | | | | | | | | | | |
Cash and cash equivalents | $ | 1 | | | $ | — | | | $ | — | | | $ | 499 | | | $ | — | | | $ | 500 | |
|
Accounts receivable, net | — | | | — | | | — | | | 904 | | | 29 | | | 933 | |
|
Fiduciary assets | — | | | — | | | — | | | 10,071 | | | (800 | ) | | 9,271 | |
|
Deferred tax assets | 1 | | | — | | | — | | | 18 | | | (6 | ) | | 13 | |
|
Other current assets | 1 | | | 65 | | | 38 | | | 241 | | | (164 | ) | | 181 | |
|
Total current assets | 3 | | | 65 | | | 38 | | | 11,733 | | | (941 | ) | | 10,898 | |
|
Investments in subsidiaries | (1,542 | ) | | 2,493 | | | 553 | | | 3,824 | | | (5,328 | ) | | — | |
|
Amounts owed by (to) Group undertakings | 4,091 | | | (3,959 | ) | | 687 | | | (819 | ) | | — | | | — | |
|
NON-CURRENT ASSETS | | | | | | | | | | | |
|
Fixed assets, net | — | | | 11 | | | 63 | | | 395 | | | (1 | ) | | 468 | |
|
Goodwill | — | | | — | | | — | | | 1,226 | | | 1,601 | | | 2,827 | |
|
Other intangible assets, net | — | | | — | | | — | | | 484 | | | (99 | ) | | 385 | |
|
Investments in associates | — | | | — | | | — | | | (53 | ) | | 227 | | | 174 | |
|
Deferred tax assets | — | | | — | | | — | | | 42 | | | (24 | ) | | 18 | |
|
Pension benefits asset | — | | | — | | | — | | | 136 | | | — | | | 136 | |
|
Other non-current assets | 5 | | | 134 | | | 41 | | | 157 | | | (131 | ) | | 206 | |
|
Total non-current assets | 5 | | | 145 | | | 104 | | | 2,387 | | | 1,573 | | | 4,214 | |
|
TOTAL ASSETS | $ | 2,557 | | | $ | (1,256 | ) | | $ | 1,382 | | | $ | 17,125 | | | $ | (4,696 | ) | | $ | 15,112 | |
|
LIABILITIES AND STOCKHOLDERS’ EQUITY | | | | | | | | | | | |
CURRENT LIABILITIES | | | | | | | | | | | |
Fiduciary liabilities | $ | — | | | $ | — | | | $ | — | | | $ | 10,071 | | | $ | (800 | ) | | $ | 9,271 | |
|
Deferred revenue and accrued expenses | 2 | | | — | | | — | | | 543 | | | (4 | ) | | 541 | |
|
Income taxes payable | — | | | 25 | | | — | | | 120 | | | (126 | ) | | 19 | |
|
Short-term debt and current portion of long-term debt | — | | | 15 | | | — | | | — | | | — | | | 15 | |
|
Deferred tax liabilities | 1 | | | — | | | — | | | 25 | | | (5 | ) | | 21 | |
|
Other current liabilities | 60 | | | — | | | 73 | | | 216 | | | (22 | ) | | 327 | |
|
Total current liabilities | 63 | | | 40 | | | 73 | | | 10,975 | | | (957 | ) | | 10,194 | |
|
NON-CURRENT LIABILITIES | | | | | | | | | | | |
|
Long-term debt | 795 | | | 274 | | | 1,268 | | | 1 | | | — | | | 2,338 | |
|
Liabilities for pension benefits | — | | | — | | | — | | | 282 | | | — | | | 282 | |
|
Deferred tax liabilities | — | | | — | | | — | | | 42 | | | (24 | ) | | 18 | |
|
Provisions for liabilities | — | | | — | | | — | | | 188 | | | (8 | ) | | 180 | |
|
Other non-current liabilities | — | | | 5 | | | 7 | | | 363 | | | — | | | 375 | |
|
Total non-current liabilities | 795 | | | 279 | | | 1,275 | | | 876 | | | (32 | ) | | 3,193 | |
|
TOTAL LIABILITIES | $ | 858 | | | $ | 319 | | | $ | 1,348 | | | $ | 11,851 | | | $ | (989 | ) | | $ | 13,387 | |
|
|
| | | | | | | | | | | | | | | | | | | | | | | |
EQUITY | | | | | | | | | | | |
Total Willis Group Holdings stockholders’ equity | 1,699 | | | (1,575 | ) | | 34 | | | 5,248 | | | (3,707 | ) | | 1,699 | |
|
Noncontrolling interests | — | | | — | | | — | | | 26 | | | — | | | 26 | |
|
Total equity | 1,699 | | | (1,575 | ) | | 34 | | | 5,274 | | | (3,707 | ) | | 1,725 | |
|
TOTAL LIABILITIES AND EQUITY | $ | 2,557 | | | $ | (1,256 | ) | | $ | 1,382 | | | $ | 17,125 | | | $ | (4,696 | ) | | $ | 15,112 | |
|
Condensed Consolidating Statement of Cash Flows |
|
| | | | | | | | | | | | | | | | | | | | | | | |
| Nine months ended September 30, 2013 |
| Willis | | The Other | | The Issuer | | Other | | Consolidating | | Consolidated |
Group | Guarantors | adjustments |
Holdings | | |
| (millions) |
NET CASH (USED IN) PROVIDED BY OPERATING ACTIVITIES | $ | (43 | ) | | $ | 103 | | | $ | (202 | ) | | $ | 508 | | | $ | — | | | $ | 366 | |
|
CASH FLOWS FROM INVESTING ACTIVITIES | | | | | | | | | | | |
Proceeds on disposal of fixed and intangible assets | — | | | — | | | 2 | | | 7 | | | — | | | 9 | |
|
Additions to fixed assets | — | | | (4 | ) | | (11 | ) | | (63 | ) | | — | | | (78 | ) |
|
Additions to intangible assets | — | | | — | | | — | | | (1 | ) | | — | | | (1 | ) |
|
Acquisitions of subsidiaries, net of cash acquired | — | | | — | | | — | | | (30 | ) | | — | | | (30 | ) |
|
Payments to acquire other investments | — | | | — | | | — | | | (5 | ) | | — | | | (5 | ) |
|
Net cash used in investing activities | — | | | (4 | ) | | (9 | ) | | (92 | ) | | — | | | (105 | ) |
|
CASH FLOWS FROM FINANCING ACTIVITIES | | | | | | | | | | | |
|
Proceeds from draw down of revolving credit facility | — | | | — | | | — | | | 2 | | | — | | | 2 | |
|
Senior notes issued | — | | | 522 | | | — | | | — | | | — | | | 522 | |
|
Debt issuance costs | — | | | (8 | ) | | — | | | — | | | — | | | (8 | ) |
|
Repayments of debt | — | | | (11 | ) | | (521 | ) | | — | | | — | | | (532 | ) |
|
Tender premium on extinguishment of senior notes | — | | | — | | | (65 | ) | | — | | | — | | | (65 | ) |
|
Proceeds from issue of shares | 105 | | | — | | | — | | | — | | | — | | | 105 | |
|
Excess tax benefits from share-based payment arrangements | 1 | | | — | | | — | | | — | | | — | | | 1 | |
|
Dividends paid | (144 | ) | | — | | | — | | | — | | | — | | | (144 | ) |
|
Acquisition of noncontrolling interests | — | | | — | | | — | | | (4 | ) | | — | | | (4 | ) |
|
Dividends paid to noncontrolling interests | — | | | — | | | — | | | (9 | ) | | — | | | (9 | ) |
|
Amounts owed by (to) Group undertakings | 83 | | | (599 | ) | | 797 | | | (281 | ) | | — | | | — | |
|
Net cash provided by (used in) financing activities | 45 | | | (96 | ) | | 211 | | | (292 | ) | | — | | | (132 | ) |
|
INCREASE IN CASH AND CASH EQUIVALENTS | 2 | | | 3 | | | — | | | 124 | | | — | | | 129 | |
|
Effect of exchange rate changes on cash and cash equivalents | — | | | — | | | — | | | (6 | ) | | — | | | (6 | ) |
|
CASH AND CASH EQUIVALENTS, BEGINNING OF PERIOD | 1 | | | — | | | — | | | 499 | | | — | | | 500 | |
|
CASH AND CASH EQUIVALENTS, END OF PERIOD | $ | 3 | | | $ | 3 | | | $ | — | | | $ | 617 | | | $ | — | | | $ | 623 | |
|
|
Condensed Consolidating Statement of Cash Flows |
|
| | | | | | | | | | | | | | | | | | | | | | | |
| Nine months ended September 30, 2012 |
| Willis | | The Other | | The Issuer | | Other | | Consolidating | | Consolidated |
Group | Guarantors | adjustments |
Holdings | | |
| (millions) |
NET CASH (USED IN) PROVIDED BY OPERATING ACTIVITIES | $ | (43 | ) | | $ | 803 | | | $ | 61 | | | $ | 146 | | | $ | (657 | ) | | $ | 310 | |
|
CASH FLOWS FROM INVESTING ACTIVITIES | | | | | | | | | | | |
Proceeds on disposal of fixed and intangible assets | — | | | — | | | — | | | 8 | | | — | | | 8 | |
|
Additions to fixed assets | — | | | (6 | ) | | (13 | ) | | (78 | ) | | — | | | (97 | ) |
|
Additions to intangible assets | — | | | — | | | — | | | (1 | ) | | — | | | (1 | ) |
|
Acquisitions of subsidiaries, net of cash acquired | — | | | — | | | — | | | (4 | ) | | — | | | (4 | ) |
|
Payments to acquire other investments | — | | | — | | | — | | | (5 | ) | | — | | | (5 | ) |
|
Net cash used in investing activities | — | | | (6 | ) | | (13 | ) | | (80 | ) | | — | | | (99 | ) |
|
CASH FLOWS FROM FINANCING ACTIVITIES | | | | | | | | | | | |
Proceeds from draw down of revolving credit facility | — | | | 20 | | | — | | | — | | | — | | | 20 | |
|
Repayments of debt | — | | | (7 | ) | | — | | | (4 | ) | | — | | | (11 | ) |
|
Repurchase of shares | (100 | ) | | — | | | — | | | — | | | — | | | (100 | ) |
|
Proceeds from issue of shares | 41 | | | — | | | — | | | — | | | — | | | 41 | |
|
Excess tax benefits from share-based payment arrangements | — | | | — | | | — | | | 2 | | | — | | | 2 | |
|
Dividends paid | (139 | ) | | — | | | — | | | (657 | ) | | 657 | | | (139 | ) |
|
Proceeds from sale of noncontrolling interests | — | | | — | | | — | | | 3 | | | — | | | 3 | |
|
Acquisition of noncontrolling interests | — | | | — | | | — | | | (29 | ) | | — | | | (29 | ) |
|
Dividends paid to noncontrolling interests | — | | | — | | | — | | | (11 | ) | | — | | | (11 | ) |
|
Amounts owed by (to) Group undertakings | 242 | | | (810 | ) | | (211 | ) | | 779 | | | — | | | — | |
|
Net cash provided by (used in) financing activities | 44 | | | (797 | ) | | (211 | ) | | 83 | | | 657 | | | (224 | ) |
|
INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS | 1 | | | — | | | (163 | ) | | 149 | | | — | | | (13 | ) |
|
Effect of exchange rate changes on cash and cash equivalents | — | | | — | | | — | | | 1 | | | — | | | 1 | |
|
CASH AND CASH EQUIVALENTS, BEGINNING OF PERIOD | — | | | — | | | 163 | | | 273 | | | — | | | 436 | |
|
CASH AND CASH EQUIVALENTS, END OF PERIOD | $ | 1 | | | $ | — | | | $ | — | | | $ | 423 | | | $ | — | | | $ | 424 | |
|
FINANCIAL INFORMATION FOR ISSUER, PARENT GUARANTOR, OTHER GUARANTOR SUBSIDIARIES AND NON-GUARANTOR SUBSIDIARIES |
Trinity Acquisition plc has $525 million senior notes outstanding that were issued on August 15, 2013. |
All direct obligations under the senior notes were jointly and severally, irrevocably and fully and unconditionally guaranteed by Willis Netherlands Holdings B.V, Willis Investment UK Holdings Limited, TA I Limited, Willis Group Limited and Willis North America, Inc, collectively the 'Other Guarantors', and with Willis Group Holdings, the 'Guarantor Companies'. |
The guarantor structure described above differs from the guarantor structure associated with the senior notes issued by the Company and Willis North America (the ‘Willis North America Debt Securities’) in that Trinity Acquisition plc is the issuer and not a subsidiary guarantor, and Willis North America, Inc. is a subsidiary guarantor. |
Presented below is condensed consolidating financial information for: |
|
| | | | | | | | | | | | | | | | | | | | | | | |
(i) | Willis Group Holdings, which is a guarantor, on a parent company only basis; | | | | | | | | | | | | | | | | | | | | | | |
|
| | | | | | | | | | | | | | | | | | | | | | | |
(ii) | the Other Guarantors, which are all 100 percent directly or indirectly owned subsidiaries of the parent. Willis Netherlands B.V, Willis Investment UK Holdings Limited and TA 1 Limited are all direct or indirect parents of the issuer and Willis Group Limited and Willis North America, Inc, are 100 percent direct or indirectly owned subsidiaries or the issuer; | | | | | | | | | | | | | | | | | | | | | | |
|
| | | | | | | | | | | | | | | | | | | | | | | |
(iii) | Trinity Acquisition plc, which is the issuer and is a 100 percent indirectly owned subsidiary of the parent; | | | | | | | | | | | | | | | | | | | | | | |
|
| | | | | | | | | | | | | | | | | | | | | | | |
(iv) | Other, which are the non-guarantor subsidiaries, on a combined basis; | | | | | | | | | | | | | | | | | | | | | | |
|
| | | | | | | | | | | | | | | | | | | | | | | |
(v) | Consolidating adjustments; and | | | | | | | | | | | | | | | | | | | | | | |
|
| | | | | | | | | | | | | | | | | | | | | | | |
(vi) | the Consolidated Company. | | | | | | | | | | | | | | | | | | | | | | |
The equity method has been used for investments in subsidiaries in the condensed consolidating balance sheets as of September 30, 2013 of Willis Group Holdings, the Other Guarantors and the Issuer. Investments in subsidiaries in the condensed consolidating balance sheet for Other represents the cost of investment in subsidiaries recorded in the parent companies of the non-guarantor subsidiaries. |
The entities included in the Other Guarantors column as of September 30, 2013 are Willis Netherlands Holdings B.V., Willis Investment UK Holdings Limited, Willis North America, TA I Limited and Willis Group Limited. |
Condensed Consolidating Statement of Operations |
|
|
| | | | | | | | | | | | | | | | | | | | | | | |
| Three months ended September 30, 2013 |
| Willis | | The Other | | The Issuer | | Other | | Consolidating | | Consolidated |
Group | Guarantors | adjustments |
Holdings | | |
| (millions) |
REVENUES | | | | | | | | | | | |
Commissions and fees | $ | — | | | $ | — | | | $ | — | | | $ | 791 | | | $ | — | | | $ | 791 | |
|
Investment income | — | | | 3 | | | — | | | 4 | | | (3 | ) | | 4 | |
|
Other income | — | | | — | | | — | | | 34 | | | (34 | ) | | — | |
|
Total revenues | — | | | 3 | | | — | | | 829 | | | (37 | ) | | 795 | |
|
EXPENSES | | | | | | | | | | | |
Salaries and benefits | — | | | (48 | ) | | — | | | (493 | ) | | — | | | (541 | ) |
|
Other operating expenses | 3 | | | (50 | ) | | — | | | (122 | ) | | 25 | | | (144 | ) |
|
Depreciation expense | — | | | (6 | ) | | — | | | (15 | ) | | — | | | (21 | ) |
|
Amortization of intangible assets | — | | | — | | | — | | | (16 | ) | | 2 | | | (14 | ) |
|
Net loss on disposal of operations | — | | | — | | | — | | | (8 | ) | | 8 | | | — | |
|
Total expenses | 3 | | | (104 | ) | | — | | | (654 | ) | | 35 | | | (720 | ) |
|
OPERATING INCOME (LOSS) | 3 | | | (101 | ) | | — | | | 175 | | | (2 | ) | | 75 | |
|
Investment income from Group undertakings | — | | | 137 | | | 16 | | | 20 | | | (173 | ) | | — | |
|
Loss on extinguishment of debt | — | | | (60 | ) | | — | | | — | | | — | | | (60 | ) |
|
Interest expense | (11 | ) | | (71 | ) | | (12 | ) | | (83 | ) | | 147 | | | (30 | ) |
|
(LOSS) INCOME BEFORE INCOME TAXES AND INTEREST IN EARNINGS OF ASSOCIATES | (8 | ) | | (95 | ) | | 4 | | | 112 | | | (28 | ) | | (15 | ) |
|
Income taxes | — | | | 4 | | | (2 | ) | | (7 | ) | | (6 | ) | | (11 | ) |
|
(LOSS) INCOME BEFORE INTEREST IN EARNINGS OF ASSOCIATES | (8 | ) | | (91 | ) | | 2 | | | 105 | | | (34 | ) | | (26 | ) |
|
Interest in earnings of associates, net of tax | — | | | — | | | — | | | (4 | ) | | 3 | | | (1 | ) |
|
Equity account for subsidiaries | (19 | ) | | 71 | | | (35 | ) | | — | | | (17 | ) | | — | |
|
NET (LOSS) INCOME | (27 | ) | | (20 | ) | | (33 | ) | | 101 | | | (48 | ) | | (27 | ) |
|
Less: Net income attributable to noncontrolling interests | — | | | — | | | — | | | — | | | — | | | — | |
|
NET (LOSS) INCOME ATTRIBUTABLE TO WILLIS GROUP HOLDINGS | $ | (27 | ) | | $ | (20 | ) | | $ | (33 | ) | | $ | 101 | | | $ | (48 | ) | | $ | (27 | ) |
|
|
|
Condensed Consolidating Statement of Comprehensive Income |
|
| | | | | | | | | | | | | | | | | | | | | | | |
| Three months ended September 30, 2013 |
| Willis | | The Other | | The Issuer | | Other | | Consolidating | | Consolidated |
Group | Guarantors | adjustments |
Holdings | | |
| (millions) |
| | | | | | | | | | | |
Comprehensive income | $ | 45 | | | $ | 51 | | | $ | 31 | | | $ | 155 | | | $ | (236 | ) | | $ | 46 | |
|
Less: comprehensive income attributable to noncontrolling interests | — | | | — | | | — | | | (1 | ) | | — | | | (1 | ) |
|
TOTAL COMPREHENSIVE INCOME ATTRIBUTABLE TO WILLIS GROUP HOLDINGS | $ | 45 | | | $ | 51 | | | $ | 31 | | | $ | 154 | | | $ | (236 | ) | | $ | 45 | |
|
|
Condensed Consolidating Statement of Operations |
|
|
| | | | | | | | | | | | | | | | | | | | | | | |
| Three months ended September 30, 2012 |
| Willis | | The Other | | The Issuer | | Other | | Consolidating | | Consolidated |
Group | Guarantors | adjustments |
Holdings | | |
| (millions) |
REVENUES | | | | | | | | | | | |
Commissions and fees | $ | — | | | $ | — | | | $ | — | | | $ | 749 | | | $ | — | | | $ | 749 | |
|
Investment income | — | | | 2 | | | — | | | 4 | | | (2 | ) | | 4 | |
|
Other income | — | | | — | | | — | | | 1 | | | — | | | 1 | |
|
Total revenues | — | | | 2 | | | — | | | 754 | | | (2 | ) | | 754 | |
|
EXPENSES | | | | | | | | | | | |
Salaries and benefits | — | | | (28 | ) | | — | | | (474 | ) | | — | | | (502 | ) |
|
Other operating expenses | (1 | ) | | (9 | ) | | — | | | (139 | ) | | 3 | | | (146 | ) |
|
Depreciation expense | — | | | (4 | ) | | — | | | (17 | ) | | — | | | (21 | ) |
|
Amortization of intangible assets | — | | | — | | | — | | | (17 | ) | | 3 | | | (14 | ) |
|
Net gain on disposal of operations | — | | | — | | | — | | | 4 | | | (5 | ) | | (1 | ) |
|
Total expenses | (1 | ) | | (41 | ) | | — | | | (643 | ) | | 1 | | | (684 | ) |
|
OPERATING (LOSS) INCOME | (1 | ) | | (39 | ) | | — | | | 111 | | | (1 | ) | | 70 | |
|
Investment income from Group undertakings | 6 | | | 1,743 | | | 966 | | | 104 | | | (2,819 | ) | | — | |
|
Interest expense | (11 | ) | | (100 | ) | | (9 | ) | | (68 | ) | | 156 | | | (32 | ) |
|
(LOSS) INCOME BEFORE INCOME TAXES AND INTEREST IN EARNINGS OF ASSOCIATES | (6 | ) | | 1,604 | | | 957 | | | 147 | | | (2,664 | ) | | 38 | |
|
Income taxes | (6 | ) | | 14 | | | (5 | ) | | (19 | ) | | 6 | | | (10 | ) |
|
(LOSS) INCOME BEFORE INTEREST IN EARNINGS OF ASSOCIATES | (12 | ) | | 1,618 | | | 952 | | | 128 | | | (2,658 | ) | | 28 | |
|
Interest in earnings of associates, net of tax | — | | | — | | | — | | | (5 | ) | | 3 | | | (2 | ) |
|
Equity account for subsidiaries | 38 | | | (1,571 | ) | | (913 | ) | | — | | | 2,446 | | | — | |
|
INCOME FROM CONTINUING OPERATIONS | 26 | | | 47 | | | 39 | | | 123 | | | (209 | ) | | 26 | |
|
Discontinued operations, net of tax | — | | | — | | | — | | | — | | | — | | | — | |
|
NET INCOME | 26 | | | 47 | | | 39 | | | 123 | | | (209 | ) | | 26 | |
|
Less: Net income attributable to noncontrolling interests | — | | | — | | | — | | | — | | | — | | | — | |
|
NET INCOME ATTRIBUTABLE TO WILLIS GROUP HOLDINGS | $ | 26 | | | $ | 47 | | | $ | 39 | | | $ | 123 | | | $ | (209 | ) | | $ | 26 | |
|
|
Condensed Consolidating Statement of Comprehensive Income |
|
| | | | | | | | | | | | | | | | | | | | | | | |
| Three months ended September 30, 2012 |
| Willis | | The Other | | The Issuer | | Other | | Consolidating | | Consolidated |
Group | Guarantors | adjustments |
Holdings | | |
| (millions) |
| | | | | | | | | | | |
Comprehensive income | $ | 53 | | | $ | 74 | | | $ | 8 | | | $ | 144 | | | $ | (226 | ) | | $ | 53 | |
|
Less: comprehensive income attributable to noncontrolling interests | — | | | — | | | — | | | — | | | — | | | — | |
|
TOTAL COMPREHENSIVE INCOME ATTRIBUTABLE TO WILLIS GROUP HOLDINGS | $ | 53 | | | $ | 74 | | | $ | 8 | | | $ | 144 | | | $ | (226 | ) | | $ | 53 | |
|
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|
Condensed Consolidating Statement of Operations |
|
|
| | | | | | | | | | | | | | | | | | | | | | | |
| Nine months ended September 30, 2013 |
| Willis | | The Other | | The Issuer | | Other | | Consolidating | | Consolidated |
Group | Guarantors | adjustments |
Holdings | | |
| (millions) |
REVENUES | | | | | | | | | | | |
Commissions and fees | $ | — | | | $ | — | | | $ | — | | | $ | 2,722 | | | $ | — | | | $ | 2,722 | |
|
Investment income | — | | | 9 | | | — | | | 11 | | | (9 | ) | | 11 | |
|
Other income | — | | | — | | | — | | | (149 | ) | | 152 | | | 3 | |
|
Total revenues | — | | | 9 | | | — | | | 2,584 | | | 143 | | | 2,736 | |
|
EXPENSES | | | | | | | | | | | |
Salaries and benefits | (1 | ) | | (93 | ) | | — | | | (1,544 | ) | | — | | | (1,638 | ) |
|
Other operating expenses | (2 | ) | | (166 | ) | | — | | | (368 | ) | | 81 | | | (455 | ) |
|
Depreciation expense | — | | | (18 | ) | | — | | | (50 | ) | | — | | | (68 | ) |
|
Amortization of intangible assets | — | | | — | | | — | | | (48 | ) | | 6 | | | (42 | ) |
|
Net loss on disposal of operations | — | | | — | | | — | | | (5 | ) | | 5 | | | — | |
|
Total expenses | (3 | ) | | (277 | ) | | — | | | (2,015 | ) | | 92 | | | (2,203 | ) |
|
OPERATING (LOSS) INCOME | (3 | ) | | (268 | ) | | — | | | 569 | | | 235 | | | 533 | |
|
Investment income from Group undertakings | — | | | 415 | | | 45 | | | 68 | | | (528 | ) | | — | |
|
Loss on extinguishment of debt | — | | | (60 | ) | | — | | | — | | | — | | | (60 | ) |
|
Interest expense | (32 | ) | | (219 | ) | | (29 | ) | | (256 | ) | | 443 | | | (93 | ) |
|
(LOSS) INCOME BEFORE INCOME TAXES AND INTEREST IN EARNINGS OF ASSOCIATES | (35 | ) | | (132 | ) | | 16 | | | 381 | | | 150 | | | 380 | |
|
Income taxes | — | | | 12 | | | (4 | ) | | (94 | ) | | (2 | ) | | (88 | ) |
|
(LOSS) INCOME BEFORE INTEREST IN EARNINGS OF ASSOCIATES | (35 | ) | | (120 | ) | | 12 | | | 287 | | | 148 | | | 292 | |
|
Interest in earnings of associates, net of tax | — | | | — | | | — | | | 4 | | | 7 | | | 11 | |
|
Equity account for subsidiaries | 332 | | | 448 | | | 275 | | | — | | | (1,055 | ) | | — | |
|
NET INCOME | 297 | | | 328 | | | 287 | | | 291 | | | (900 | ) | | 303 | |
|
Less: Net income attributable to noncontrolling interests | — | | | — | | | — | | | (6 | ) | | — | | | (6 | ) |
|
NET INCOME ATTRIBUTABLE TO WILLIS GROUP HOLDINGS | $ | 297 | | | $ | 328 | | | $ | 287 | | | $ | 285 | | | $ | (900 | ) | | $ | 297 | |
|
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|
|
Condensed Consolidating Statement of Comprehensive Income |
|
| | | | | | | | | | | | | | | | | | | | | | | |
| Nine months ended September 30, 2013 |
| Willis | | The Other | | The Issuer | | Other | | Consolidating | | Consolidated |
Group | Guarantors | adjustments |
Holdings | | |
| (millions) |
| | | | | | | | | | | |
Comprehensive income | $ | 339 | | | $ | 369 | | | $ | 326 | | | $ | 298 | | | $ | (987 | ) | | $ | 345 | |
|
Less: comprehensive income attributable to noncontrolling interests | — | | | — | | | — | | | (6 | ) | | — | | | (6 | ) |
|
TOTAL COMPREHENSIVE INCOME ATTRIBUTABLE TO WILLIS GROUP HOLDINGS | $ | 339 | | | $ | 369 | | | $ | 326 | | | $ | 292 | | | $ | (987 | ) | | $ | 339 | |
|
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|
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|
|
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|
Condensed Consolidating Statement of Operations |
|
|
| | | | | | | | | | | | | | | | | | | | | | | |
| Nine months ended September 30, 2012 |
| Willis | | The Other | | The Issuer | | Other | | Consolidating | | Consolidated |
Group | Guarantors | adjustments |
Holdings | | |
| (millions) |
REVENUES | | | | | | | | | | | |
Commissions and fees | $ | — | | | $ | — | | | $ | — | | | $ | 2,591 | | | $ | — | | | $ | 2,591 | |
|
Investment income | — | | | 8 | | | — | | | 14 | | | (8 | ) | | 14 | |
|
Other income | — | | | — | | | — | | | 97 | | | (93 | ) | | 4 | |
|
Total revenues | — | | | 8 | | | — | | | 2,702 | | | (101 | ) | | 2,609 | |
|
EXPENSES | | | | | | | | | | | |
Salaries and benefits | (1 | ) | | (50 | ) | | — | | | (1,457 | ) | | — | | | (1,508 | ) |
|
Other operating expenses | (8 | ) | | (63 | ) | | 1 | | | (367 | ) | | 6 | | | (431 | ) |
|
Depreciation expense | — | | | (12 | ) | | — | | | (47 | ) | | — | | | (59 | ) |
|
Amortization of intangible assets | — | | | — | | | — | | | (53 | ) | | 9 | | | (44 | ) |
|
Net loss on disposal of operations | — | | | — | | | — | | | (19 | ) | | 18 | | | (1 | ) |
|
Total expenses | (9 | ) | | (125 | ) | | 1 | | | (1,943 | ) | | 33 | | | (2,043 | ) |
|
OPERATING (LOSS) INCOME | (9 | ) | | (117 | ) | | 1 | | | 759 | | | (68 | ) | | 566 | |
|
Investment income from Group undertakings | 6 | | | 2,191 | | | 1,284 | | | 118 | | | (3,599 | ) | | — | |
|
Interest expense | (32 | ) | | (284 | ) | | (26 | ) | | (210 | ) | | 455 | | | (97 | ) |
|
(LOSS) INCOME BEFORE INCOME TAXES AND INTEREST IN EARNINGS OF ASSOCIATES | (35 | ) | | 1,790 | | | 1,259 | | | 667 | | | (3,212 | ) | | 469 | |
|
Income taxes | 1 | | | 32 | | | (10 | ) | | (136 | ) | | (1 | ) | | (114 | ) |
|
(LOSS) INCOME BEFORE INTEREST IN EARNINGS OF ASSOCIATES | (34 | ) | | 1,822 | | | 1,249 | | | 531 | | | (3,213 | ) | | 355 | |
|
Interest in earnings of associates, net of tax | — | | | — | | | — | | | 5 | | | 7 | | | 12 | |
|
Equity account for subsidiaries | 393 | | | (1,421 | ) | | (877 | ) | | — | | | 1,905 | | | — | |
|
INCOME FROM CONTINUING OPERATIONS | 359 | | | 401 | | | 372 | | | 536 | | | (1,301 | ) | | 367 | |
|
Discontinued operations, net of tax | — | | | — | | | — | | | 1 | | | — | | | 1 | |
|
NET INCOME | 359 | | | 401 | | | 372 | | | 537 | | | (1,301 | ) | | 368 | |
|
Less: Net income attributable to noncontrolling interests | — | | | — | | | — | | | (9 | ) | | — | | | (9 | ) |
|
NET INCOME ATTRIBUTABLE TO WILLIS GROUP HOLDINGS | $ | 359 | | | $ | 401 | | | $ | 372 | | | $ | 528 | | | $ | (1,301 | ) | | $ | 359 | |
|
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|
Condensed Consolidating Statement of Comprehensive Income |
|
| | | | | | | | | | | | | | | | | | | | | | | |
| Nine months ended September 30, 2012 |
| Willis | | The Other | | The Issuer | | Other | | Consolidating | | Consolidated |
Group | Guarantors | adjustments |
Holdings | | |
| (millions) |
| | | | | | | | | | | |
Comprehensive income | $ | 386 | | | $ | 428 | | | $ | 342 | | | $ | 574 | | | $ | (1,335 | ) | | $ | 395 | |
|
Less: comprehensive income attributable to noncontrolling interests | — | | | — | | | — | | | (9 | ) | | — | | | (9 | ) |
|
TOTAL COMPREHENSIVE INCOME ATTRIBUTABLE TO WILLIS GROUP HOLDINGS | $ | 386 | | | $ | 428 | | | $ | 342 | | | $ | 565 | | | $ | (1,335 | ) | | $ | 386 | |
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|
Condensed Consolidating Balance Sheet |
|
| | | | | | | | | | | | | | | | | | | | | | | |
| As of September 30, 2013 |
| Willis | | The Other | | The Issuer | | Other | | Consolidating | | Consolidated |
Group | Guarantors | adjustments |
Holdings | | |
| (millions) |
ASSETS | | | | | | | | | | | |
CURRENT ASSETS | | | | | | | | | | | |
Cash and cash equivalents | $ | 3 | | | $ | 3 | | | $ | — | | | $ | 617 | | | $ | — | | | $ | 623 | |
|
Accounts receivable, net | — | | | 26 | | | — | | | 930 | | | 29 | | | 985 | |
|
Fiduciary assets | — | | | — | | | — | | | 10,123 | | | (926 | ) | | 9,197 | |
|
Deferred tax assets | 1 | | | — | | | — | | | 16 | | | (3 | ) | | 14 | |
|
Other current assets | 1 | | | 103 | | | 1 | | | 287 | | | (197 | ) | | 195 | |
|
Total current assets | 5 | | | 132 | | | 1 | | | 11,973 | | | (1,097 | ) | | 11,014 | |
|
Investments in subsidiaries | (1,187 | ) | | 3,066 | | | 3,398 | | | 3,824 | | | (9,101 | ) | | — | |
|
Amounts owed by (to) Group undertakings | 4,053 | | | (3,761 | ) | | 277 | | | (569 | ) | | — | | | — | |
|
NON-CURRENT ASSETS | | | | | | | | | | | |
Fixed assets, net | — | | | 69 | | | — | | | 404 | | | (1 | ) | | 472 | |
|
Goodwill | — | | | — | | | — | | | 1,233 | | | 1,613 | | | 2,846 | |
|
Other intangible assets, net | — | | | — | | | — | | | 523 | | | (162 | ) | | 361 | |
|
Investments in associates | — | | | — | | | — | | | (53 | ) | | 237 | | | 184 | |
|
Deferred tax assets | — | | | — | | | — | | | 29 | | | (23 | ) | | 6 | |
|
Pension benefits asset | — | | | — | | | — | | | 253 | | | — | | | 253 | |
|
Other non-current assets | 4 | | | 148 | | | 10 | | | 167 | | | (142 | ) | | 187 | |
|
Total non-current assets | 4 | | | 217 | | | 10 | | | 2,556 | | | 1,522 | | | 4,309 | |
|
TOTAL ASSETS | $ | 2,875 | | | $ | (346 | ) | | $ | 3,686 | | | $ | 17,784 | | | $ | (8,676 | ) | | $ | 15,323 | |
|
LIABILITIES AND STOCKHOLDERS’ EQUITY | | | | | | | | | | | |
CURRENT LIABILITIES | | | | | | | | | | | |
Fiduciary liabilities | $ | — | | | $ | — | | | $ | — | | | $ | 10,123 | | | $ | (926 | ) | | $ | 9,197 | |
|
Deferred revenue and accrued expenses | 3 | | | 26 | | | — | | | 469 | | | (9 | ) | | 489 | |
|
Income taxes payable | — | | | 35 | | | 15 | | | 132 | | | (149 | ) | | 33 | |
|
Short-term debt and current portion of long-term debt | — | | | — | | | 15 | | | 2 | | | — | | | 17 | |
|
Deferred tax liabilities | 1 | | | — | | | — | | | 19 | | | (2 | ) | | 18 | |
|
Other current liabilities | 52 | | | 24 | | | 4 | | | 327 | | | (26 | ) | | 381 | |
|
Total current liabilities | 56 | | | 85 | | | 34 | | | 11,072 | | | (1,112 | ) | | 10,135 | |
|
NON-CURRENT LIABILITIES | | | | | | | | | | | |
Long-term debt | 795 | | | 734 | | | 785 | | | 1 | | | — | | | 2,315 | |
|
Liabilities for pension benefits | — | | | — | | | — | | | 229 | | | — | | | 229 | |
|
Deferred tax liabilities | — | | | — | | | — | | | 59 | | | (23 | ) | | 36 | |
|
Provisions for liabilities | — | | | — | | | — | | | 221 | | | (13 | ) | | 208 | |
|
Other non-current liabilities | — | | | 47 | | | — | | | 307 | | | (1 | ) | | 353 | |
|
Total non-current liabilities | 795 | | | 781 | | | 785 | | | 817 | | | (37 | ) | | 3,141 | |
|
TOTAL LIABILITIES | $ | 851 | | | $ | 866 | | | $ | 819 | | | $ | 11,889 | | | $ | (1,149 | ) | | $ | 13,276 | |
|
EQUITY | | | | | | | | | | | |
Total Willis Group Holdings stockholders’ equity | 2,024 | | | (1,212 | ) | | 2,867 | | | 5,872 | | | (7,527 | ) | | 2,024 | |
|
Noncontrolling interests | — | | | — | | | — | | | 23 | | | — | | | 23 | |
|
Total equity | 2,024 | | | (1,212 | ) | | 2,867 | | | 5,895 | | | (7,527 | ) | | 2,047 | |
|
TOTAL LIABILITIES AND EQUITY | $ | 2,875 | | | $ | (346 | ) | | $ | 3,686 | | | $ | 17,784 | | | $ | (8,676 | ) | | $ | 15,323 | |
|
|
Condensed Consolidating Balance Sheet |
|
| | | | | | | | | | | | | | | | | | | | | | | |
| As of December 31, 2012 |
| Willis | | The Other | | The Issuer | | Other | | Consolidating | | Consolidated |
Group | Guarantors | adjustments |
Holdings | | |
| (millions) |
ASSETS | | | | | | | | | | | |
CURRENT ASSETS | | | | | | | | | | | |
Cash and cash equivalents | $ | 1 | | | $ | — | | | $ | — | | | $ | 499 | | | $ | — | | | $ | 500 | |
|
Accounts receivable, net | — | | | — | | | — | | | 904 | | | 29 | | | 933 | |
|
Fiduciary assets | — | | | — | | | — | | | 10,071 | | | (800 | ) | | 9,271 | |
|
Deferred tax assets | 1 | | | — | | | — | | | 18 | | | (6 | ) | | 13 | |
|
Other current assets | 1 | | | 102 | | | 1 | | | 241 | | | (164 | ) | | 181 | |
|
Total current assets | 3 | | | 102 | | | 1 | | | 11,733 | | | (941 | ) | | 10,898 | |
|
Investments in subsidiaries | (1,542 | ) | | 3,025 | | | 2,548 | | | 3,824 | | | (7,855 | ) | | — | |
|
Amounts owed by (to) Group undertakings | 4,091 | | | (3,581 | ) | | 309 | | | (819 | ) | | — | | | — | |
|
NON-CURRENT ASSETS | | | | | | | | | | | |
Fixed assets, net | — | | | 74 | | | — | | | 395 | | | (1 | ) | | 468 | |
|
Goodwill | — | | | — | | | — | | | 1,226 | | | 1,601 | | | 2,827 | |
|
Other intangible assets, net | — | | | — | | | — | | | 484 | | | (99 | ) | | 385 | |
|
Investments in associates | — | | | — | | | — | | | (53 | ) | | 227 | | | 174 | |
|
Deferred tax assets | — | | | — | | | — | | | 42 | | | (24 | ) | | 18 | |
|
Pension benefits asset | — | | | — | | | — | | | 136 | | | — | | | 136 | |
|
Other non-current assets | 5 | | | 172 | | | 3 | | | 157 | | | (131 | ) | | 206 | |
|
Total non-current assets | 5 | | | 246 | | | 3 | | | 2,387 | | | 1,573 | | | 4,214 | |
|
TOTAL ASSETS | $ | 2,557 | | | $ | (208 | ) | | $ | 2,861 | | | $ | 17,125 | | | $ | (7,223 | ) | | $ | 15,112 | |
|
LIABILITIES AND STOCKHOLDERS’ EQUITY | | | | | | | | | | | |
CURRENT LIABILITIES | | | | | | | | | | | |
Fiduciary liabilities | $ | — | | | $ | — | | | $ | — | | | $ | 10,071 | | | $ | (800 | ) | | $ | 9,271 | |
|
Deferred revenue and accrued expenses | 2 | | | — | | | — | | | 543 | | | (4 | ) | | 541 | |
|
Income taxes payable | — | | | 14 | | | 11 | | | 120 | | | (126 | ) | | 19 | |
|
Short-term debt and current portion of long-term debt | — | | | — | | | 15 | | | — | | | — | | | 15 | |
|
Deferred tax liabilities | 1 | | | — | | | — | | | 25 | | | (5 | ) | | 21 | |
|
Other current liabilities | 60 | | | 73 | | | — | | | 216 | | | (22 | ) | | 327 | |
|
Total current liabilities | 63 | | | 87 | | | 26 | | | 10,975 | | | (957 | ) | | 10,194 | |
|
NON-CURRENT LIABILITIES | | | | | | | | | | | |
Long-term debt | 795 | | | 1,268 | | | 274 | | | 1 | | | — | | | 2,338 | |
|
Liabilities for pension benefits | — | | | — | | | — | | | 282 | | | — | | | 282 | |
|
Deferred tax liabilities | — | | | — | | | — | | | 42 | | | (24 | ) | | 18 | |
|
Provisions for liabilities | — | | | — | | | — | | | 188 | | | (8 | ) | | 180 | |
|
Other non-current liabilities | — | | | 12 | | | — | | | 363 | | | — | | | 375 | |
|
Total non-current liabilities | 795 | | | 1,280 | | | 274 | | | 876 | | | (32 | ) | | 3,193 | |
|
TOTAL LIABILITIES | $ | 858 | | | $ | 1,367 | | | $ | 300 | | | $ | 11,851 | | | $ | (989 | ) | | $ | 13,387 | |
|
EQUITY | | | | | | | | | | | |
Total Willis Group Holdings stockholders’ equity | 1,699 | | | (1,575 | ) | | 2,561 | | | 5,248 | | | (6,234 | ) | | 1,699 | |
|
Noncontrolling interests | — | | | — | | | — | | | 26 | | | — | | | 26 | |
|
Total equity | 1,699 | | | (1,575 | ) | | 2,561 | | | 5,274 | | | (6,234 | ) | | 1,725 | |
|
TOTAL LIABILITIES AND EQUITY | $ | 2,557 | | | $ | (208 | ) | | $ | 2,861 | | | $ | 17,125 | | | $ | (7,223 | ) | | $ | 15,112 | |
|
Condensed Consolidating Statement of Cash Flows |
|
| | | | | | | | | | | | | | | | | | | | | | | |
| Nine months ended September 30, 2013 |
| Willis | | The Other | | The Issuer | | Other | | Consolidating | | Consolidated |
Group | Guarantors | adjustments |
Holdings | | |
| (millions) |
NET CASH (USED IN) PROVIDED BY OPERATING ACTIVITIES | $ | (43 | ) | | $ | (120 | ) | | $ | 21 | | | $ | 508 | | | $ | — | | | $ | 366 | |
|
CASH FLOWS FROM INVESTING ACTIVITIES | | | | | | | | | | | |
Proceeds on disposal of fixed and intangible assets | — | | | 2 | | | — | | | 7 | | | — | | | 9 | |
|
Additions to fixed assets | — | | | (15 | ) | | — | | | (63 | ) | | — | | | (78 | ) |
|
Additions to intangible assets | — | | | — | | | — | | | (1 | ) | | — | | | (1 | ) |
|
Acquisitions of subsidiaries, net of cash acquired | — | | | — | | | — | | | (30 | ) | | — | | | (30 | ) |
|
Payments to acquire other investments | — | | | — | | | — | | | (5 | ) | | — | | | (5 | ) |
|
Net cash used in investing activities | — | | | (13 | ) | | — | | | (92 | ) | | — | | | (105 | ) |
|
CASH FLOWS FROM FINANCING ACTIVITIES | | | | | | | | | | | |
Proceeds from draw down of revolving credit facility | — | | | — | | | — | | | 2 | | | — | | | 2 | |
|
Senior notes issued | — | | | — | | | 522 | | | — | | | — | | | 522 | |
|
Debt issuance costs | — | | | — | | | (8 | ) | | — | | | — | | | (8 | ) |
|
Repayments of debt | — | | | (521 | ) | | (11 | ) | | — | | | — | | | (532 | ) |
|
Tender premium on extinguishment of debt | — | | | (65 | ) | | — | | | — | | | — | | | (65 | ) |
|
Proceeds from issue of shares | 105 | | | — | | | — | | | — | | | — | | | 105 | |
|
Excess tax benefits from share-based payment arrangements | 1 | | | — | | | — | | | — | | | — | | | 1 | |
|
Dividends paid | (144 | ) | | — | | | — | | | — | | | — | | | (144 | ) |
|
Acquisition of noncontrolling interests | — | | | — | | | — | | | (4 | ) | | — | | | (4 | ) |
|
Dividends paid to noncontrolling interests | — | | | — | | | — | | | (9 | ) | | — | | | (9 | ) |
|
Amounts owed by (to) Group undertakings | 83 | | | 722 | | | (524 | ) | | (281 | ) | | — | | | — | |
|
Net cash provided by (used in) financing activities | 45 | | | 136 | | | (21 | ) | | (292 | ) | | — | | | (132 | ) |
|
INCREASE IN CASH AND CASH EQUIVALENTS | 2 | | | 3 | | | — | | | 124 | | | — | | | 129 | |
|
Effect of exchange rate changes on cash and cash equivalents | — | | | — | | | — | | | (6 | ) | | — | | | (6 | ) |
|
CASH AND CASH EQUIVALENTS, BEGINNING OF PERIOD | 1 | | | — | | | — | | | 499 | | | — | | | 500 | |
|
CASH AND CASH EQUIVALENTS, END OF PERIOD | $ | 3 | | | $ | 3 | | | $ | — | | | $ | 617 | | | $ | — | | | $ | 623 | |
|
|
Condensed Consolidating Statement of Cash Flows |
|
| | | | | | | | | | | | | | | | | | | | | | | |
| Nine months ended September 30, 2012 |
| Willis | | The Other | | The Issuer | | Other | | Consolidating | | Consolidated |
Group | Guarantors | adjustments |
Holdings | | |
| (millions) |
NET CASH (USED IN) PROVIDED BY OPERATING ACTIVITIES | $ | (43 | ) | | $ | 1,894 | | | $ | 1,259 | | | $ | 146 | | | $ | (2,946 | ) | | $ | 310 | |
|
CASH FLOWS FROM INVESTING ACTIVITIES | | | | | | | | | | | |
Proceeds on disposal of fixed and intangible assets | — | | | — | | | — | | | 8 | | | — | | | 8 | |
|
Additions to fixed assets | — | | | (19 | ) | | — | | | (78 | ) | | — | | | (97 | ) |
|
Additions to intangible assets | — | | | — | | | — | | | (1 | ) | | — | | | (1 | ) |
|
Acquisitions of subsidiaries, net of cash acquired | — | | | — | | | — | | | (4 | ) | | — | | | (4 | ) |
|
Payments to acquire other investments | — | | | — | | | — | | | (5 | ) | | — | | | (5 | ) |
|
Net cash used in investing activities | — | | | (19 | ) | | — | | | (80 | ) | | — | | | (99 | ) |
|
CASH FLOWS FROM FINANCING ACTIVITIES | | | | | | | | | | | |
Proceeds from draw down of revolving credit facility | — | | | — | | | 20 | | | — | | | — | | | 20 | |
|
Repayments of debt | — | | | — | | | (7 | ) | | (4 | ) | | — | | | (11 | ) |
|
Repurchase of shares | (100 | ) | | — | | | — | | | — | | | — | | | (100 | ) |
|
Proceeds from issue of shares | 41 | | | — | | | — | | | — | | | — | | | 41 | |
|
Excess tax benefits from share-based payment arrangements | — | | | — | | | — | | | 2 | | | — | | | 2 | |
|
Dividends paid | (139 | ) | | (1,220 | ) | | (1,069 | ) | | (657 | ) | | 2,946 | | | (139 | ) |
|
Proceeds from sale of noncontrolling interests | — | | | — | | | — | | | 3 | | | — | | | 3 | |
|
Acquisition of noncontrolling interests | — | | | — | | | — | | | (29 | ) | | — | | | (29 | ) |
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Dividends paid to noncontrolling interests | — | | | — | | | — | | | (11 | ) | | — | | | (11 | ) |
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Amounts owed by (to) Group undertakings | 242 | | | (818 | ) | | (203 | ) | | 779 | | | — | | | — | |
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Net cash provided by (used in) financing activities | 44 | | | (2,038 | ) | | (1,259 | ) | | 83 | | | 2,946 | | | (224 | ) |
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INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS | 1 | | | (163 | ) | | — | | | 149 | | | — | | | (13 | ) |
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Effect of exchange rate changes on cash and cash equivalents | — | | | — | | | — | | | 1 | | | — | | | 1 | |
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CASH AND CASH EQUIVALENTS, BEGINNING OF PERIOD | — | | | 163 | | | — | | | 273 | | | — | | | 436 | |
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CASH AND CASH EQUIVALENTS, END OF PERIOD | $ | 1 | | | $ | — | | | $ | — | | | $ | 423 | | | $ | — | | | $ | 424 | |
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