Telephone: 212-915-8888
Website: www.willis.com
Direct Line: 212-915-7810
Direct Fax: 212-519-5497
E-mail: Adam.Ciongoli@willis.com
May 30, 2007
VIA EDGAR
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Securities and Exchange Commission
Division of Corporation Finance
100 F Street, N.E.
Washington, D.C. 20549
Attention: Cecilia D. Blye
RE: SEC Letter dated April 24, 2007
Willis Group Holdings Limited
Form 10-K for Fiscal Year Ended December 31, 2005
Filed March 2, 2006
File No. 1-16503
Dear Ms. Blye:
On behalf of Willis Group Holdings Limited, a Bermuda corporation, (the
"Company"), please find the Company's response to the follow up comment letter
to Patrick Regan of the Company, dated April 24, 2007 from the Staff of the
Securities and Exchange Commission (the "Commission") relating to the above
referenced Form 10-K (the "2005 10-K").
For reference purposes, the Staff's follow up comments as reflected in the
Staff's letter of April 24, 2007, are reproduced in boldface text in numerical
sequence in this letter, and the response of the Company are shown in plain text
immediately below each comment.
General -
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1. You state in your response to our prior comments that your non-US
subsidiaries are commencing an orderly termination of all business
comprising the provision of services for the Iranian or Sudanese
governments or Iranian or Sudanese-owned business entities. Please
advise us of the anticipated timeframe for termination of such
business. Additionally, please confirm if true that the business being
terminated includes all such business conducted without a written
agreement.
The Company's non-US subsidiaries are in the process of terminating all business
with Iranian and Sudanese governmental and non-governmental entities and have
begun informing such entities of that fact. As previously noted, the termination
of this business is being conducted in an orderly fashion and consistent with
applicable law. All renewal work for current Iranian and Sudanese clients
conducted in 2007 was commenced prior to the Company's letter to the Commission
of March 28, 2007, and the renewal work for all but two of those clients was
commenced prior to the Company's receipt of the Commission's initial letter to
the Company of February 21, 2007. All of the renewed policies expire during the
first quarter of 2008 except for one two-year policy which expires in the
beginning of 2009. With respect to any incidental servicing activities related
to those renewals, most of that activity will end upon policy expiration.
Because the resolution of claims and other events requiring incidental servicing
Willis Group Holdings Limited
One World Financial Center
200 Liberty Street, 7th Floor
New York, NY 10281
occasionally extend beyond the term of a policy, there may be some incidental
services that extend beyond those dates and we cannot project the likelihood of
such activity with any certainty. We will, however, endeavor to end all such
incidental servicing by policy expiration or as expeditiously thereafter as
possible. Any such renewal business and/or incidental servicing activities, to
the extent they are required during the balance of the policy period, would be
provided by non-US subsidiaries of the Company in accordance with applicable
law.
The nature of the insurance renewal process for what are often large and/or
complex commercial and governmental entities does not permit instantaneous
termination of such activities. For example, the renewal process often begins
sixty to ninety days prior to the expiration date of the old insurance policy.
In addition, once an insurance policy is placed, there may be claims, accounting
and other servicing activities incidental to the placement of the policy which
the broker is often legally obligated to handle that may arise periodically
until the expiration of the policy.
Additionally, we can confirm that the business to be terminated will include the
business conducted without a written agreement, although as advised in our
letter of March 28, 2007, our non-US subsidiaries would have provided these
clients with a copy of the general terms of business upon which they conduct
business for such clients.
2. You refer in your response to the possibility that some of your other
clients may occasionally conduct activities in Iran or Sudan. Please
describe for us the types of business conducted by the clients you
anticipate may conduct activities in those countries, and the services
you provide to those clients.
As set forth in our letter of March 28, 2007 the Company provides insurance
brokerage, reinsurance and risk management consulting services to clients
located in approximately 190 countries outside the United States of America.
These non-US clients include major non-Iranian and non-Sudanese multinational
and middle-market companies in a variety of industries, as well as non-Iranian
and non-Sudanese public institutions and individuals. Currently, such clients'
activities are in the construction, energy, airport support services, banking,
charitable and general manufacturing fields. Our non-US subsidiaries provide
these clients with services typically provided by an advisor and broker,
including providing advice and assistance in managing risk and negotiating and
placing insurance risks with insurance or reinsurance markets around the world.
Sometimes these services are provided to the client on a generalized, global
basis without necessarily focusing on each specific country in which a given
company may provide services or have a facility. On some occasions this may
include our non-US subsidiaries obtaining global insurance coverage or providing
other services in connection with a company's world-wide assets and employees
and may incidentally include assets and/or employees in Iran or Sudan. This
could also include placing insurance with local insurance companies if required
by local law and then providing reinsurance coverage to the local insurance
company. These activities are done solely for the purpose of servicing these
non-Iranian and non-Sudanese clients and any such services would be provided by
non-US subsidiaries of the Company in accordance with applicable law.
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3. It appears from your response that since 2003 you have provided
services to no business entities conducting business in Iran other
than the Iranian private and government-owned entities to which you
refer. It further appears that since 2003 you have provided services
to no business entities conducting business in Sudan other than the
Sudanese private and government-owned entities to which you refer,
with the exception of one international client's branch in Sudan.
Please confirm. Please describe for us the business conducted by that
international client's branch in Sudan, and the nature of the services
you provide to that client and its branch in Sudan.
As set forth in our letter of March 28, 2007, to the best of our belief, there
was only one written agreement between a non-US subsidiary of the Company and an
international client's branch in Sudan. The client is an energy company with
production operations in Sudan. Willis provides insurance placement and related
services for the company. In addition, as indicated in response to the
Commission's comment No. 2, above, because of the global nature of the business
activities of clients of some of the Company's non-US subsidiaries, some of
those clients may incidentally have insurable interests in Iran and Sudan. For
example, a non-US subsidiary of the non-Iranian or non-Sudanese client may
provide services or have operations in Iran or Sudan which would be covered by
an insurance policy placed by the Company's non-US subsidiary insuring all of
the client's property around the world, incidentally including property located
in Iran or Sudan. This type of incidental coverage may exist for other lines of
insurance as well, such as casualty, marine, aviation or employee benefits. All
services provided on behalf of such clients are provided by non-US subsidiaries
of the Company in accordance with applicable law.
Our non-US subsidiaries have provided services to clients from Argentina,
Bahrain/Oman, France, Italy, Germany, Netherland Antilles, Singapore, South
Africa, South Korea, Syria, Switzerland, UAE and UK with insurable interests in
Iran or cargo being transported to Iran and for clients from China, Italy,
Malaysia, Switzerland and UK with insurable interests in Sudan.
The Company acknowledges that it is responsible for the adequacy and accuracy of
the disclosure in the filings; Securities & Exchange Commission (the
"Commission") staff comments or changes to disclosure in response to staff
comments do not foreclose the Commission from taking any action with respect to
the Company's filings; and the Company may not assert staff comments as a
defense in any proceeding initiated by the Commission or any person under the
federal securities laws of the United States.
Sincerely,
Adam G. Ciongoli
General Counsel
cc: Jeffrey Riedler
Pradip Bhaumik
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