SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (date of earliest event reported): February 4, 2004 WILLIS GROUP HOLDINGS LIMITED (Exact name of Registrant as specified in its charter) BERMUDA 001-16503 98-0352587 (Jurisdiction of incorporation (Commission File (IRS Employer or organization) Number) Identification No.) Ten Trinity Square London EC3P 3AX, England (Address of principal executive offices) Registrant's telephone number, including area code: +44 20 7488 8111 Not Applicable (Former name or former address, if changed since last report.) Item 7. Financial Statements Financial Information and Exhibits. (c) Exhibits. Exhibit No. Exhibit Description ---------- ------------------- 99 Press release dated February 4, 2004 announcing earnings for the fourth quarter of 2003. Item 12. Results of Operations and Financial Condition On February 4, 2004 Willis Group Holdings Limited issued a press release announcing its unaudited financial results for the fourth quarter of 2003. A copy of this press release is attached hereto as Exhibit 99 and is incorporated herein by reference. SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized. WILLIS GROUP HOLDINGS LIMITED By: /s/ Mary E. Caiazzo --------------------------------- Mary E. Caiazzo Assistant General Counsel Date: February 4, 2004 EXHIBIT INDEX Exhibit Number Title - ------ ----- 99 Press release dated February 4, 2004 announcing earnings for the fourth quarter of 2003.