Document and Entity Information
Document and Entity Information - shares | 3 Months Ended | |
Mar. 31, 2023 | Apr. 24, 2023 | |
Cover [Abstract] | ||
Amendment Flag | false | |
Document Type | 10-Q | |
Document Period End Date | Mar. 31, 2023 | |
Document Fiscal Year Focus | 2023 | |
Document Fiscal Period Focus | Q1 | |
Entity Registrant Name | WILLIS TOWERS WATSON PLC | |
Entity Central Index Key | 0001140536 | |
Entity Current Reporting Status | Yes | |
Entity Interactive Data Current | Yes | |
Current Fiscal Year End Date | --12-31 | |
Entity Filer Category | Large Accelerated Filer | |
Entity Common Stock, Shares Outstanding | 106,413,057 | |
Entity Shell Company | false | |
Entity Small Business | false | |
Entity Emerging Growth Company | false | |
Trading Symbol | WTW | |
Title of 12(b) Security | Ordinary Shares, nominal value $0.000304635 per share | |
Security Exchange Name | NASDAQ | |
Entity File Number | 001-16503 | |
Entity Incorporation, State or Country Code | L2 | |
Entity Tax Identification Number | 98-0352587 | |
Entity Address, Address Line One | c/o Willis Group Limited | |
Entity Address, Address Line Two | 51 Lime Street | |
Entity Address, City or Town | London | |
Entity Address, Country | GB | |
Entity Address, Postal Zip Code | EC3M 7DQ | |
City Area Code | 011 | |
Local Phone Number | 44-20-3124-6000 | |
Document Quarterly Report | true | |
Document Transition Report | false |
Condensed Consolidated Statemen
Condensed Consolidated Statements of Comprehensive Income (Unaudited) - USD ($) $ in Millions | 3 Months Ended | |
Mar. 31, 2023 | Mar. 31, 2022 | |
Income Statement [Abstract] | ||
Revenue | $ 2,244 | $ 2,160 |
Costs of providing services | ||
Salaries and benefits | 1,313 | 1,318 |
Other operating expenses | 453 | 486 |
Depreciation | 60 | 66 |
Amortization | 71 | 85 |
Restructuring costs | 3 | 6 |
Transaction and transformation | 59 | 20 |
Total costs of providing services | 1,959 | 1,981 |
Income from operations | 285 | 179 |
Interest expense | (54) | (49) |
Other income, net | 25 | 27 |
INCOME FROM CONTINUING OPERATIONS BEFORE INCOME TAXES | 256 | 157 |
Provision for income taxes | (50) | (43) |
INCOME FROM CONTINUING OPERATIONS | 206 | 114 |
Income from discontinued operations, net of tax | 0 | 11 |
NET INCOME | 206 | 125 |
Income attributable to non-controlling interests | (3) | (3) |
NET INCOME ATTRIBUTABLE TO WTW | $ 203 | $ 122 |
Basic earnings per share: | ||
Income from continuing operations per share | $ 1.89 | $ 0.94 |
Income from discontinued operations per share | 0 | 0.09 |
Basic earnings per share | 1.89 | 1.03 |
Diluted earnings per share: | ||
Income from continuing operations per share | 1.88 | 0.94 |
Income from discontinued operations per share | 0 | 0.09 |
Diluted earnings per share | $ 1.88 | $ 1.03 |
Comprehensive income before non-controlling interests | $ 259 | $ 69 |
Comprehensive income attributable to non-controlling interests | (3) | (3) |
Comprehensive income attributable to WTW | $ 256 | $ 66 |
Condensed Consolidated Balance
Condensed Consolidated Balance Sheets (Unaudited) - USD ($) $ in Millions | Mar. 31, 2023 | Dec. 31, 2022 |
ASSETS | ||
Cash and cash equivalents | $ 1,135 | $ 1,262 |
Fiduciary assets | 12,213 | 11,772 |
Accounts receivable, net | 2,261 | 2,387 |
Prepaid and other current assets | 337 | 414 |
Total current assets | 15,946 | 15,835 |
Fixed assets, net | 723 | 718 |
Goodwill | 10,193 | 10,173 |
Other intangible assets, net | 2,212 | 2,273 |
Right-of-use assets | 577 | 586 |
Pension benefits assets | 863 | 827 |
Other non-current assets | 1,392 | 1,357 |
Total non-current assets | 15,960 | 15,934 |
TOTAL ASSETS | 31,906 | 31,769 |
LIABILITIES AND EQUITY | ||
Fiduciary liabilities | 12,213 | 11,772 |
Deferred revenue and accrued expenses | 1,485 | 1,915 |
Current debt | 250 | 250 |
Current lease liabilities | 127 | 126 |
Other current liabilities | 814 | 716 |
Total current liabilities | 14,889 | 14,779 |
Long-term debt | 4,472 | 4,471 |
Liability for pension benefits | 457 | 480 |
Deferred tax liabilities | 736 | 748 |
Provision for liabilities | 366 | 357 |
Long-term lease liabilities | 610 | 620 |
Other non-current liabilities | 200 | 221 |
Total non-current liabilities | 6,841 | 6,897 |
TOTAL LIABILITIES | 21,730 | 21,676 |
COMMITMENTS AND CONTINGENCIES | ||
EQUITY | ||
Additional paid-in capital | 10,890 | 10,876 |
Retained earnings | 1,774 | 1,764 |
Accumulated other comprehensive loss, net of tax | (2,568) | (2,621) |
Treasury shares, at cost, 17,519 shares in 2022 | 0 | (3) |
Total WTW shareholders' equity | 10,096 | 10,016 |
Non-controlling interests | 80 | 77 |
Total equity | 10,176 | 10,093 |
TOTAL LIABILITIES AND EQUITY | $ 31,906 | $ 31,769 |
Condensed Consolidated Balanc_2
Condensed Consolidated Balance Sheets (Unaudited) (Parenthetical) - $ / shares | Mar. 31, 2023 | Dec. 31, 2022 |
Preference shares, nominal value (USD per share) | $ 0.000115 | $ 0.000115 |
Preference shares, shares authorized | 1,000,000,000 | 1,000,000,000 |
Preference shares, shares issued | 0 | 0 |
Ordinary shares, $0.000304635 nominal value [Member] | ||
Ordinary shares, nominal value | $ 0.000304635 | $ 0.000304635 |
Ordinary shares, shares authorized | 1,510,003,775 | 1,510,003,775 |
Ordinary shares, shares issued | 106,382,693 | 106,756,364 |
Ordinary shares, shares outstanding | 106,382,693 | 106,756,364 |
Treasury shares | 17,519 |
Condensed Consolidated Statem_2
Condensed Consolidated Statements of Cash Flows (Unaudited) - USD ($) $ in Millions | 3 Months Ended | ||
Mar. 31, 2023 | Mar. 31, 2022 | ||
CASH FLOWS FROM OPERATING ACTIVITIES | |||
NET INCOME | $ 206 | $ 125 | |
Adjustments to reconcile net income to total net cash from operating activities: | |||
Depreciation | 60 | 66 | |
Amortization | 71 | 85 | |
Impairment | 0 | 81 | |
Non-cash restructuring charges | 2 | 0 | |
Non-cash lease expense | 27 | 33 | |
Net periodic benefit of defined benefit pension plans | (8) | (40) | |
Provision for doubtful receivables from clients | 7 | 5 | |
Benefit from deferred income taxes | (15) | (17) | |
Share-based compensation | 26 | 22 | |
Net loss on disposal of operations | 0 | 56 | |
Non-cash foreign exchange loss/(gain) | 11 | (5) | |
Other, net | 10 | (5) | |
Changes in operating assets and liabilities, net of effects from purchase of subsidiaries: | |||
Accounts receivable | 129 | 82 | |
Other assets | 11 | (22) | |
Other liabilities | (411) | (458) | |
Provisions | 8 | 13 | |
Net cash from operating activities | 134 | 21 | |
CASH FLOWS (USED IN)/FROM INVESTING ACTIVITIES | |||
Additions to fixed assets and software for internal use | (42) | (31) | |
Capitalized software costs | (19) | (15) | |
Acquisitions of operations, net of cash acquired | (4) | (68) | |
Cash and fiduciary funds transferred in sale of operations | 0 | (12) | |
Sale of investments | 4 | 200 | |
Net cash (used in)/from investing activities | (61) | 74 | |
CASH FLOWS USED IN FINANCING ACTIVITIES | |||
Repayments of debt | (1) | (1) | |
Repurchase of shares | (104) | (2,250) | |
Proceeds from issuance of shares | 0 | 1 | |
Net payments from fiduciary funds held for clients | (250) | (211) | |
Payments of deferred and contingent consideration related to acquisitions | (6) | (20) | |
Cash paid for employee taxes on withholding shares | (5) | (1) | |
Dividends paid | (87) | (98) | |
Net cash used in financing activities | (453) | (2,580) | |
DECREASE IN CASH, CASH EQUIVALENTS AND RESTRICTED CASH | [1] | (380) | (2,485) |
Effect of exchange rate changes on cash, cash equivalents and restricted cash | 21 | (34) | |
CASH, CASH EQUIVALENTS AND RESTRICTED CASH, BEGINNING OF PERIOD | [1] | 4,721 | 7,691 |
CASH, CASH EQUIVALENTS AND RESTRICTED CASH, END OF PERIOD | [1] | $ 4,362 | $ 5,172 |
[1] The amounts of cash, cash equivalents and restricted cash, their respective classification on the condensed consolidated balance sheets as well as their respective portions of the increase or decrease in cash, cash equivalents and restricted cash for each of the periods presented have been included in Note 19 — Supplemental Disclosures of Cash Flow Information. |
Condensed Consolidated Statem_3
Condensed Consolidated Statements of Changes in Equity (Unaudited) - USD ($) shares in Thousands, $ in Millions | Total | Shares outstanding [Member] | Ordinary shares and APIC [Member] | Retained earnings [Member] | Treasury shares [Member] | AOCL [Member] | [1] | Total WTW shareholders' equity [Member] | Non-controlling interests [Member] |
Equity, beginning balance at Dec. 31, 2021 | $ 13,308 | $ 10,804 | $ 4,645 | $ (3) | $ (2,186) | $ 13,260 | $ 48 | ||
Equity, beginning balance (in shares) at Dec. 31, 2021 | 122,056 | ||||||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||||||
Net income | 125 | 122 | 122 | 3 | |||||
Shares repurchased (in shares) | (9,860) | ||||||||
Shares repurchased | (2,250) | (2,250) | (2,250) | ||||||
Dividends declared | (94) | (94) | (94) | ||||||
Dividends attributable to non-controlling interests | (1) | (1) | |||||||
Other comprehensive income (loss) | (56) | (56) | (56) | ||||||
Issuance of shares under employee stock compensation plans | 1 | 1 | 1 | ||||||
Issuance of shares under employee stock compensation plans (in shares) | 17 | ||||||||
Share-based compensation and net settlements | 20 | 20 | 20 | ||||||
Additional non-controlling interests | 21 | 21 | |||||||
Foreign currency translation | 1 | 1 | 1 | ||||||
Equity, ending balance at Mar. 31, 2022 | 11,075 | 10,826 | 2,423 | (3) | (2,242) | 11,004 | 71 | ||
Equity, ending balance (in shares) at Mar. 31, 2022 | 112,213 | ||||||||
Equity, beginning balance at Dec. 31, 2022 | 10,093 | $ 10,876 | 1,764 | $ (3) | (2,621) | 10,016 | 77 | ||
Equity, beginning balance (in shares) at Dec. 31, 2022 | 106,756 | ||||||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||||||
Net income | 206 | 203 | 203 | 3 | |||||
Shares repurchased (in shares) | (432) | 3 | (3) | ||||||
Shares repurchased | (104) | (104) | (104) | ||||||
Dividends declared | (89) | (89) | (89) | ||||||
Other comprehensive income (loss) | 53 | 53 | 53 | ||||||
Issuance of shares under employee stock compensation plans (in shares) | 59 | ||||||||
Share-based compensation and net settlements | 18 | $ 18 | 18 | ||||||
Foreign currency translation | (1) | (1) | (1) | ||||||
Equity, ending balance at Mar. 31, 2023 | $ 10,176 | $ 10,890 | $ 1,774 | $ 0 | $ (2,568) | $ 10,096 | $ 80 | ||
Equity, ending balance (in shares) at Mar. 31, 2023 | 106,383 | ||||||||
[1] Accumulated other comprehensive loss, net of tax (‘AOCL’) |
Condensed Consolidated Statem_4
Condensed Consolidated Statements of Changes in Equity (Unaudited) (Parenthetical) - $ / shares | 3 Months Ended | |
Mar. 31, 2023 | Mar. 31, 2022 | |
Statement of Stockholders' Equity [Abstract] | ||
Dividends declared per share | $ 0.84 | $ 0.82 |
Nature of Operations
Nature of Operations | 3 Months Ended |
Mar. 31, 2023 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Nature of Operations | Note 1 — Nature of Operations Willis Towers Watson Public Limited Company is a leading global advisory, broking and solutions company that provides data-driven, insight-led solutions in the areas of people, risk and capital. The Company has more than 46,000 colleagues serving more than 140 countries and markets. We design and deliver solutions that manage risk, optimize benefits, cultivate talent and expand the power of capital to protect and strengthen institutions and individuals. Our risk management services include strategic risk consulting (including providing actuarial analysis), a variety of due diligence services, the provision of practical on-site risk control services (such as health and safety and property loss control consulting), and analytical and advisory services (such as hazard modeling). We also assist our clients with planning for addressing incidents or crises when they occur. These services include contingency planning, security audits and product tampering plans. We help our clients enhance business performance by delivering consulting services, technology and solutions that optimize benefits and cultivate talent. Our services and solutions encompass such areas as employee benefits, work and rewards, employee experience and benefits outsourcing. In addition, we provide investment advice to help our clients develop disciplined and efficient strategies to meet their investment goals and expand the power of capital. As an insurance broker, we act as an intermediary between our clients and insurance carriers by advising on their risk management requirements, helping them to determine the best means of managing risk and negotiating and placing insurance with insurance carriers through our global distribution network. We operate a private Medicare marketplace in the U.S. through which, along with our active employee marketplace, we help our clients move to a more sustainable economic model by capping and controlling the costs associated with healthcare benefits. We also provide direct-to-consumer sales of Medicare coverage. We are not an insurance company, and therefore we do not underwrite insurable risks for our own account. We help sharpen strategies, enhance organizational resilience, motivate workforces and maximize performance to uncover opportunities for sustainable success. |
Basis of Presentation and Recen
Basis of Presentation and Recent Accounting Pronouncements | 3 Months Ended |
Mar. 31, 2023 | |
Accounting Policies [Abstract] | |
Basis of Presentation and Recent Accounting Pronouncements | Note 2 — Basis of Presentation and Recent Accounting Pronouncements Basis of Presentation The accompanying unaudited quarterly condensed consolidated financial statements of WTW and our subsidiaries are presented in accordance with the rules and regulations of the SEC for quarterly reports on Form 10-Q and therefore certain footnote disclosures have been condensed or omitted from these financial statements as they are not required for interim reporting under U.S. GAAP. In the opinion of management, these condensed consolidated financial statements reflect all adjustments, consisting of normal recurring adjustments, which are necessary for a fair presentation of the condensed consolidated financial statements and results for the interim periods. All intercompany accounts and transactions have been eliminated in consolidation. The condensed consolidated financial statements should be read together with the Company’s Annual Report on Form 10-K, filed with the SEC on February 24, 2023, and may be accessed via EDGAR on the SEC’s web site at www.sec.gov. The results of operations for the three months ended March 31, 2023 are not necessarily indicative of the results that can be expected for the entire year. The Company experiences seasonal fluctuations of its revenue. Revenue is typically higher during the Company’s first and fourth quarters due primarily to the timing of broking-related activities. The results reflect certain estimates and assumptions made by management, including those estimates used in calculating acquisition consideration and fair value of tangible and intangible assets and acquisition-related liabilities, professional liability claims, estimated bonuses, valuation of billed and unbilled receivables, and anticipated tax liabilities that affect the amounts reported in the condensed consolidated financial statements and related notes. Recent Accounting Pronouncements There were no new pronouncements that are expected to have a significant impact to the Company or its condensed consolidated financial statements. Other Legislation Inflation Reduction Act The Inflation Reduction Act of 2022 (the ‘IRA’) was enacted into law on August 16, 2022 and certain portions of the IRA became effective January 1, 2023. The IRA introduced, among other provisions, a share repurchase excise tax and a new Corporate Alternative Minimum Tax (‘CAMT’) which imposes a 15% tax on the adjusted financial statement income of ‘applicable corporations’. The Company does not expect the excise tax or CAMT to have a significant impact on its condensed consolidated financial statements. Pillar Two On December 12, 2022, E.U. member states reached an agreement to implement Pillar Two, which introduces a global corporate minimum tax of 15% for certain large multinational companies beginning in 2023. For the rules to take effect, E.U. member states are required to enact domestic legislation by the end of 2023 to be effective January 1, 2024. The Company is currently evaluating the impact Pillar Two will have on its condensed consolidated financial statements. |
Acquisitions and Divestitures
Acquisitions and Divestitures | 3 Months Ended |
Mar. 31, 2023 | |
Dispositions [Abstract] | |
Acquisitions and Divestitures | Note 3 — Acquisitions and Divestitures Divestitures Divestment of Russian Business During the first quarter of 2022, WTW announced its intention to transfer ownership of its Russian subsidiaries to local management who will operate independently in the Russian market. Due to the sanctions and prohibitions on certain types of business and activities, WTW deconsolidated its Russian entities on March 14, 2022. The transfer of its Russian subsidiaries to local management was completed on the agreed-upon terms on July 18, 2022, and the transfer was registered in Russia on July 25, 2022. The deconsolidation in the first quarter of 2022 resulted in a loss of $ 57 million, which includes an allocation of Risk & Broking goodwill, and was recognized as a loss on disposal of a business within Other income, net on our condensed consolidated statements of comprehensive income. Further, certain Russian insurance contracts were placed historically by our U.K. brokers into the London market, the majority of which were under multi-year terms resulting in both current and non-current accounts receivables. Total net assets impaired, including accounts receivable balances related to our Russian business that are held outside of our Russian entities, were $ 81 million recorded during the three months ended March 31, 2022 in Other operating expenses on our condensed consolidated statements of comprehensive income. Willis Re Divestiture On August 13, 2021, the Company entered into a definitive agreement to sell its treaty-reinsurance business (‘Willis Re’) to Arthur J. Gallagher & Co. (‘Gallagher’), a leading global provider of insurance, risk management and consulting services, for total upfront cash consideration of $ 3.25 billion plus an earnout payable in 2025 of up to $ 750 million in cash, subject to certain adjustments. The deal was subject to required regulatory approvals and clearances, as well as other customary closing conditions, and was completed on December 1, 2021 (‘Principal Closing’). Although the majority of the Willis Re businesses transferred to Gallagher at Principal Closing, the assets and liabilities of certain Willis Re businesses were not transferred to Gallagher at the time due to local territory restrictions (‘Deferred Closing’). The Deferred Closing for all but one business was completed during the second quarter of 2022, and all net earnings of the Deferred Closing businesses accumulated between the Principal Closing and Deferred Closing remained payable to Gallagher at June 30, 2022 and September 30, 2022. The Company recognized a preliminary pre-tax gain of $ 2.3 billion upon completion of the sale in 2021, and during the second quarter of 2022, WTW recognized a $ 60 million reduction to the pre-tax gain related to an updated estimate of the working capital transferred upon disposal. The Company recognized the final allocation of the proceeds and related tax expense, as well as an adjustment of certain indemnities for the three months ended September 30, 2022. These amounts as well as the amounts payable with respect to the settled Deferred Closing businesses were remitted to Gallagher in October 2022. The remaining Deferred Closing business transferred during the fourth quarter of 2022, and all businesses have now been transferred to Gallagher. The gain is subject to tax in certain jurisdictions, mainly in the U.S., and is predominantly tax-exempt in the U.K. In connection with the transaction, the Company reclassified the results of its Willis Re operations as discontinued operations on its condensed consolidated statements of comprehensive income and reclassified Willis Re assets and liabilities as held for sale on its condensed consolidated balance sheets. The condensed consolidated cash flow statements were not adjusted for the divestiture. Willis Re was previously included in the Company's former Investment, Risk and Reinsurance segment. As noted above, the results of the Deferred Closing businesses following the Principal Closing until their respective Deferred Closing dates have been included in income from discontinued operations on the condensed consolidated statements of comprehensive income during 2022. The Company will account for the earnout as a gain contingency and therefore did not record any receivables upon close. Rather, the earnout will be recognized in the Company’s condensed consolidated financial statements, if it is received, in 2025. A number of services are continuing under a cost reimbursement Transition Services Agreement (‘TSA’) in which WTW is providing Gallagher support including real estate leases, information technology, payroll, human resources and accounting. These services are expected to be provided for a period not to exceed two years from the Principal Closing. Fees earned under the TSA were $ 9 million and $ 12 million during the three months ended March 31, 2023 and 2022, respectively, and have been recognized as a reduction to the costs incurred to service the TSA and are included in continuing operations within Other operating expenses on the condensed consolidated statements of comprehensive income. Costs incurred to service the TSA are expected to be reduced as part of the Company’s Transformation program (see Note 6 — Restructuring Costs for a description of the program) as quickly as possible when the services are no longer required by Gallagher. The following selected financial information relates to the operations of Willis Re for the period presented: Three Months Ended Revenue from discontinued operations $ 28 Costs of providing services Salaries and benefits 6 Other operating expenses — Total costs of providing services 6 Other income, net — Income from discontinued operations before income taxes 22 Adjustment to gain on disposal of Willis Re ( 2 ) Provision for income taxes ( 3 ) Net income payable to Gallagher on Deferred Closing ( 6 ) Income from discontinued operations, net of tax $ 11 The expense amounts reflected above represent only the direct costs attributable to the Willis Re business and exclude allocations of corporate costs that will be retained following the sale. Neither the discontinued operations presented above, nor the unallocated corporate costs, reflect the impact of any cost reimbursement that will be received under the TSA. Certain amounts included in the condensed consolidated balance sheets did not transfer under the terms of the sale agreement, and instead will be settled by the Company. At March 31, 2023 and December 31, 2022, the amounts of significant assets and liabilities related to the Willis Re businesses which were not transferred in the sale are $ 3.8 billion and $ 3.2 billion of fiduciary assets and liabilities, $ 31 million and $ 29 million of accounts receivable and $ 78 million and $ 73 million of other current liabilities, respectively. These amounts will be settled over time. |
Revenue
Revenue | 3 Months Ended |
Mar. 31, 2023 | |
Revenue from Contract with Customer [Abstract] | |
Revenue | Note 4 — Revenue Disaggregation of Revenue The Company reports revenue by segment in Note 5 — Segment Information. The following table presents revenue by service offering and segment, as well as reconciliations to total revenue for the three months ended March 31, 2023 and 2022. Along with reimbursable expenses and other, total revenue by service offering represents our revenue from customer contracts. Three Months Ended March 31, HWC R&B Corporate (i) Total 2023 2022 2023 2022 2023 2022 2023 2022 Broking $ 289 $ 271 $ 691 $ 696 $ 5 $ 4 $ 985 $ 971 Consulting 661 653 98 104 4 2 763 759 Outsourced administration 262 250 29 27 — — 291 277 Other 69 64 67 61 — — 136 125 Total revenue by service offering 1,281 1,238 885 888 9 6 2,175 2,132 Reimbursable expenses and other (i) 15 13 3 3 10 2 28 18 Total revenue from customer contracts $ 1,296 $ 1,251 $ 888 $ 891 $ 19 $ 8 $ 2,203 $ 2,150 Interest and other income 6 6 19 3 16 1 41 10 Total revenue $ 1,302 $ 1,257 $ 907 $ 894 $ 35 $ 9 $ 2,244 $ 2,160 (i) Reimbursable expenses and other, as well as Corporate revenue, are excluded from segment revenue, but included in total revenue on the condensed consolidated statements of comprehensive income. Amounts included in Corporate revenue may include eliminations, adjustments to reserves and impacts from hedged revenue transactions. Interest and other income is included in segment revenue and total revenue, however it has been presented separately in the above table because it does not arise directly from contracts with customers. The significant components of interest and other income are as follows: Three Months Ended March 31, HWC R&B Corporate Total 2023 2022 2023 2022 2023 2022 2023 2022 Book-of-business settlements $ — $ 3 $ 7 $ — $ — $ — $ 7 $ 3 Interest income 5 1 12 3 15 — 32 4 Other income 1 2 — — 1 1 2 3 Total interest and other income $ 6 $ 6 $ 19 $ 3 $ 16 $ 1 $ 41 $ 10 The following table presents revenue from service offerings by the geography where our work was performed for the three months ended March 31, 2023 and 2022. The reconciliation to total revenue on our condensed consolidated statements of comprehensive income and to segment revenue is shown in the table above. Three Months Ended March 31, HWC R&B Corporate Total 2023 2022 2023 2022 2023 2022 2023 2022 North America $ 823 $ 779 $ 291 $ 277 $ 1 $ 2 $ 1,115 $ 1,058 Europe 346 353 471 480 7 4 824 837 International 112 106 123 131 1 — 236 237 Total revenue by geography $ 1,281 $ 1,238 $ 885 $ 888 $ 9 $ 6 $ 2,175 $ 2,132 Contract Balances The Company reports accounts receivable, net on the condensed consolidated balance sheets, which includes billed and unbilled receivables and current contract assets. In addition to accounts receivable, net, the Company had the following non-current contract assets and deferred revenue balances at March 31, 2023 and December 31, 2022: March 31, 2023 December 31, 2022 Billed receivables, net of allowance for doubtful accounts of $ 44 million and $ 46 million $ 1,412 $ 1,464 Unbilled receivables 494 457 Current contract assets 355 466 Accounts receivable, net $ 2,261 $ 2,387 Non-current accounts receivable, net $ 7 $ 9 Non-current contract assets $ 787 $ 745 Deferred revenue $ 684 $ 646 During the three months ended March 31, 2023, revenue of approximately $ 327 million was recognized that was reflected as deferred revenue at December 31, 2022. During the three months ended March 31, 2023, the Company recognized revenue of approximately $ 4 million related to performance obligations satisfied in a prior period. Performance Obligations The Company has contracts for which performance obligations have not been satisfied as of March 31, 2023 or have been partially satisfied as of this date. The following table shows the expected timing for the satisfaction of the remaining performance obligations. This table does not include contract renewals or variable consideration, which was excluded from the transaction prices in accordance with the guidance on constraining estimates of variable consideration. In addition, in accordance with ASC 606, Revenue From Contracts With Customers (‘ASC 606’), the Company has elected not to disclose the remaining performance obligations when one or both of the following circumstances apply: • Performance obligations which are part of a contract that has an original expected duration of less than one year , and • Performance obligations satisfied in accordance with ASC 606-10-55-18 (‘right to invoice’). Remainder of 2023 2024 2025 onward Total Revenue expected to be recognized on contracts as of March 31, 2023 $ 589 $ 514 $ 625 $ 1,728 Since most of the Company’s contracts are cancellable with less than one year’s notice and have no substantive penalty for cancellation, the majority of the Company’s remaining performance obligations as of March 31, 2023 have been excluded from the table above. |
Segment Information
Segment Information | 3 Months Ended |
Mar. 31, 2023 | |
Segment Reporting [Abstract] | |
Segment Information | Note 5 — Segment Information WTW has two reportable operating segments or business areas: • Health, Wealth & Career (‘HWC’); and • Risk & Broking (‘R&B’). WTW’s chief operating decision maker is its chief executive officer. We determined that the operational data used by the chief operating decision maker is at the segment level. Management bases strategic goals and decisions on these segments and the data presented below is used to assess the adequacy of strategic decisions and the methods of achieving these strategies and related financial results. Management evaluates the performance of its segments and allocates resources to them based on net operating income on a pre-tax basis. The Company experiences seasonal fluctuations of its revenue. Revenue is typically higher during the Company’s first and fourth quarters due primarily to the timing of broking-related activities. The following table presents segment revenue and segment operating income for our reportable segments for the three months ended March 31, 2023 and 2022. Three Months Ended March 31, HWC R&B Total 2023 2022 2023 2022 2023 2022 Segment revenue $ 1,287 $ 1,244 $ 904 $ 891 $ 2,191 $ 2,135 Segment operating income $ 309 $ 257 $ 180 $ 192 $ 489 $ 449 The following table presents reconciliations of the information reported by segment to the Company’s condensed consolidated statements of comprehensive income amounts reported for the three months ended March 31, 2023 and 2022. Three Months Ended 2023 2022 Revenue: Total segment revenue $ 2,191 $ 2,135 Reimbursable expenses and other 53 25 Revenue $ 2,244 $ 2,160 Total segment operating income $ 489 $ 449 Impairment (i) — ( 81 ) Amortization ( 71 ) ( 85 ) Restructuring costs (ii) ( 3 ) ( 6 ) Transaction and transformation (iii) ( 59 ) ( 20 ) Unallocated, net (iv) ( 71 ) ( 78 ) Income from operations 285 179 Interest expense ( 54 ) ( 49 ) Other income, net 25 27 Income from continuing operations before income taxes $ 256 $ 157 (i) Represents the impairment related to the net assets of our Russian business that are held outside of our Russian entities (see Note 3 — Acquisitions and Divestitures for further information). (ii) See Note 6 — Restructuring Costs for the composition of costs for 2023 and 2022. (iii) In 2023 and 2022, in addition to legal fees and other transaction costs, includes primarily consulting fees related to the Transformation program (see Note 6 — Restructuring Costs). (iv) Includes certain costs, primarily related to corporate functions which are not directly related to the segments, and certain differences between budgeted expenses determined at the beginning of the year and actual expenses that we report for U.S. GAAP purposes. The Company does not currently provide asset information by reportable segment as it does not routinely evaluate the total asset position by segment. |
Restructuring Costs
Restructuring Costs | 3 Months Ended |
Mar. 31, 2023 | |
Restructuring and Related Activities [Abstract] | |
Restructuring Costs | Note 6 — Restructuring Costs In the fourth quarter of 2021, the Company initiated a three-year ‘Transformation program’ designed to enhance operations, optimize technology and align its real estate footprint to its new ways of working . During the third quarter of 2022, we revised the expected costs and savings under the program and we now expect the program to generate annual cost savings in excess of $ 360 million by the end of 2024. The program is expected to incur cumulative costs of approximately $ 630 million and capital expenditures of approximately $ 270 million, for a total investment of $ 900 million. The main categories of charges will be in the following four areas: • Real estate rationalization — includes costs to align the real estate footprint to the new ways of working (hybrid work) and includes breakage fees and the impairment of right-of-use (‘ROU’) assets and other related leasehold assets. • Technology modernization — these charges are incurred in moving to common platforms and technologies, including migrating certain platforms and applications to the cloud. This category will include the impairment of technology assets that are duplicative or no longer revenue-producing, as well as costs for technology investments that do not qualify for capitalization. • Process optimization — these costs will be incurred in the right-shoring strategy and automation of our operations, which will include optimizing resource deployment and appropriate colleague alignment. These costs will include process and organizational design costs, severance and separation-related costs and temporary retention costs. • Other — other costs not included above including fees for professional services, other contract terminations not related to the above categories and supplier migration costs. Certain costs under the Transformation program are accounted for under ASC 420, Exit or Disposal Cost Obligation, and are included as restructuring costs in the condensed consolidated statements of comprehensive income. Other costs incurred under the Transformation program are included in transaction and transformation and were $ 45 million and $ 5 million for the three months ended March 31, 2023 and 2022, respectively. An analysis of total restructuring costs incurred under the Transformation program by category and by segment and corporate functions, from commencement to March 31, 2023, is as follows: HWC R&B Corporate Total 2021 Real estate rationalization $ — $ — $ 19 $ 19 Technology modernization — 5 — 5 Process optimization — — — — Other — — 2 2 2022 Real estate rationalization — — 79 79 Technology modernization — 3 16 19 Process optimization 1 — — 1 Other — — — — 2023 Real estate rationalization — — 3 3 Technology modernization — — — — Process optimization — — — — Other — — — — Total Real estate rationalization — — 101 101 Technology modernization — 8 16 24 Process optimization 1 — — 1 Other — — 2 2 Total $ 1 $ 8 $ 119 $ 128 A rollforward of the liability associated with cash-based charges related to restructuring costs associated with the Transformation program is as follows: Real estate rationalization Technology modernization Process optimization Other Total Balance at October 1, 2021 $ — $ — $ — $ — $ — Charges incurred — — — 2 2 Cash payments — — — ( 1 ) ( 1 ) Balance at December 31, 2021 — — — 1 1 Charges incurred 27 — 1 — 28 Cash payments ( 21 ) — ( 1 ) ( 1 ) ( 23 ) Balance at December 31, 2022 6 — — — 6 Charges incurred 1 — — — 1 Cash payments ( 5 ) — — — ( 5 ) Balance at March 31, 2023 $ 2 $ — $ — $ — $ 2 |
Income Taxes
Income Taxes | 3 Months Ended |
Mar. 31, 2023 | |
Income Tax Disclosure [Abstract] | |
Income Taxes | Note 7 — Income Taxes Provision for income taxes for the three months ended March 31, 2023 was $ 50 million compared to $ 43 million for the three months ended March 31, 2022. The effective tax rate was 19.5 % for the three months ended March 31, 2023 and 27.5 % for the three months ended March 31, 2022. These effective tax rates are calculated using extended values from our condensed consolidated statements of comprehensive income and are therefore more precise tax rates than can be calculated from rounded values. The prior-year quarter’s effective tax rate was higher due to the tax effect of the divestment of our Russian business. The Company recognizes deferred tax balances related to the undistributed earnings of subsidiaries when it expects that it will recover those undistributed earnings in a taxable manner, such as through receipt of dividends or sale of the investments. Historically, the Company has not provided taxes on cumulative earnings of its subsidiaries that have been reinvested indefinitely. As a result of its plans to restructure or distribute accumulated earnings of certain foreign operations, the Company has recorded an estimate of non-U.S. withholding and state income taxes. However, the Company asserts that the historical cumulative earnings of its other subsidiaries are reinvested indefinitely and therefore does not provide deferred tax liabilities on these amounts. The Company records valuation allowances against net deferred tax assets based on whether it is more likely than not that the deferred tax assets will be realized. We have liabilities for uncertain tax positions under ASC 740, Income Taxes of $ 39 million, excluding interest and penalties. The Company believes the outcomes that are reasonably possible within the next 12 months may result in a reduction in the liability for uncertain tax positions of approximately $ 2 million to $ 3 million, excluding interest and penalties. |
Goodwill and Other Intangible A
Goodwill and Other Intangible Assets | 3 Months Ended |
Mar. 31, 2023 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Goodwill and Other Intangible Assets | Note 8 — Goodwill and Other Intangible Assets The components of goodwill are outlined below for the three months ended March 31, 2023. HWC R&B Total Balance at December 31, 2022: Goodwill, gross $ 7,870 $ 2,795 $ 10,665 Accumulated impairment losses ( 130 ) ( 362 ) ( 492 ) Goodwill, net - December 31, 2022 7,740 2,433 10,173 Foreign exchange 8 12 20 Balance at March 31, 2023: Goodwill, gross 7,878 2,807 10,685 Accumulated impairment losses ( 130 ) ( 362 ) ( 492 ) Goodwill, net - March 31, 2023 $ 7,748 $ 2,445 $ 10,193 Other Intangible Assets The following table reflects changes in the net carrying amounts of the components of finite-lived intangible assets for the three months ended March 31, 2023: Client relationships Software Trademark and trade name Other Total Balance at December 31, 2022: Intangible assets, gross $ 3,760 $ 725 $ 1,038 $ 98 $ 5,621 Accumulated amortization ( 2,282 ) ( 712 ) ( 298 ) ( 56 ) ( 3,348 ) Intangible assets, net - December 31, 2022 1,478 13 740 42 2,273 Intangible assets acquired 4 — — — 4 Amortization ( 54 ) ( 4 ) ( 11 ) ( 2 ) ( 71 ) Foreign exchange 6 — — — 6 Balance at March 31, 2023: Intangible assets, gross 3,781 730 1,038 100 5,649 Accumulated amortization ( 2,347 ) ( 721 ) ( 309 ) ( 60 ) ( 3,437 ) Intangible assets, net - March 31, 2023 $ 1,434 $ 9 $ 729 $ 40 $ 2,212 The weighted-average remaining life of amortizable intangible assets at March 31, 2023 was 12.2 years. The table below reflects the future estimated amortization expense for amortizable intangible assets for the remainder of 2023 and for subsequent years: Amortization Remainder of 2023 $ 194 2024 231 2025 211 2026 202 2027 198 Thereafter 1,176 Total $ 2,212 |
Derivative Financial Instrument
Derivative Financial Instruments | 3 Months Ended |
Mar. 31, 2023 | |
Derivative Instruments and Hedging Activities Disclosure [Abstract] | |
Derivative Financial Instruments | Note 9 — Derivative Financial Instruments We are exposed to certain foreign currency risks. Where possible, we identify exposures in our business that can be offset internally. Where no natural offset is identified, we may choose to enter into various derivative transactions. These instruments have the effect of reducing our exposure to unfavorable changes in foreign currency rates. The Company’s board of directors reviews and approves policies for managing this risk as summarized below. Additional information regarding our derivative financial instruments can be found in Note 11 — Fair Value Measurements and Note 17 — Accumulated Other Comprehensive Loss. Foreign Currency Risk Certain non-U.S. subsidiaries receive revenue and incur expenses in currencies other than their functional currency, and as a result, the foreign subsidiary’s functional currency revenue and/or expenses will fluctuate as the currency rates change. Additionally, the forecast Pounds sterling expenses of our London brokerage market operations may exceed their Pounds sterling revenue, and the entity with such operations may also hold significant foreign currency asset or liability positions in the condensed consolidated balance sheets. To reduce such variability, we use foreign exchange contracts to hedge against this currency risk. These derivatives were designated as hedging instruments and at March 31, 2023 and December 31, 2022 had total notional amounts of $ 123 million and $ 134 million, respectively, and had net fair value liabilities of less than $ 1 million and $ 3 million, respectively. At March 31, 2023 , the Company estimates, based on current exchange rates, there will be $ 1 million of net derivative losses on forward exchange rates reclassified from accumulated other comprehensive loss into earnings within the next twelve months as the forecast transactions affect earnings. At March 31, 2023 , our longest outstanding maturity was 1.7 years. The effects of the material derivative instruments that are designated as hedging instruments on the condensed consolidated statements of comprehensive income for the three months ended March 31, 2023 and 2022 are below. Amounts pertaining to the ineffective portion of hedging instruments and those excluded from effectiveness testing were immaterial for the three months ended March 31, 2023 and 2022. Three Months Ended March 31, Gain/(loss) recognized in OCI (effective element) 2023 2022 Forward exchange contracts $ 1 $ ( 1 ) Location of (loss)/gain reclassified from Accumulated OCL into income (effective element) (Loss)/gain reclassified from Accumulated OCL into income (effective element) 2023 2022 Revenue $ — $ — Salaries and benefits ( 1 ) 2 $ ( 1 ) $ 2 The Company engages in intercompany borrowing and lending between subsidiaries, primarily through its in-house banking operations which give rise to foreign exchange exposures. The Company mitigates these risks through the use of short-term foreign currency forward and swap transactions that offset the underlying exposure created when the borrower and lender have different functional currencies. These derivatives are not generally designated as hedging instruments, and at March 31, 2023 and December 31, 2022, we had notional amounts of $ 1.2 billion and $ 1.7 billion, respectively. At March 31, 2023 and December 31, 2022, we had net fair value assets of $ 7 million and $ 24 million, respectively. Such derivatives typically mature within three months. The effects of derivatives that have not been designated as hedging instruments on the condensed consolidated statements of comprehensive income for the three months ended March 31, 2023 and 2022 are as follows (see Note 16 — Other Income, Net for the net foreign currency impact on the Company’s condensed consolidated statements of comprehensive income which includes the results of the offset of underlying exposures): Gain(loss) recognized in income Three Months Ended Derivatives not designated as hedging instruments: Location of gain/(loss) 2023 2022 Forward exchange contracts Other income, net $ 8 $ ( 6 ) |
Debt
Debt | 3 Months Ended |
Mar. 31, 2023 | |
Debt Disclosure [Abstract] | |
Debt | Note 10 — Debt Current debt consists of the following: March 31, December 31, 4.625 % senior notes due 2023 $ 250 $ 250 $ 250 $ 250 Long-term debt consists of the following: March 31, December 31, Revolving $ 1.5 billion credit facility $ — $ — 3.600 % senior notes due 2024 649 649 4.400 % senior notes due 2026 547 547 4.650 % senior notes due 2027 744 744 4.500 % senior notes due 2028 597 597 2.950 % senior notes due 2029 726 726 6.125 % senior notes due 2043 272 271 5.050 % senior notes due 2048 395 395 3.875 % senior notes due 2049 542 542 $ 4,472 $ 4,471 At March 31, 2023 and December 31, 2022, we were in compliance with all financial covenants. |
Fair Value Measurements
Fair Value Measurements | 3 Months Ended |
Mar. 31, 2023 | |
Fair Value Disclosures [Abstract] | |
Fair Value Measurements | Note 11 — Fair Value Measurements The Company has categorized its assets and liabilities that are measured at fair value on a recurring and non-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: • Available-for-sale securities are classified as Level 1 because we use quoted market prices in active markets in determining the fair value of these securities. • Market values for our derivative instruments have been used to determine the fair values of forward foreign exchange contracts based on estimated amounts the Company would receive or have to pay to terminate the agreements, taking into account observable information about the current foreign currency forward rates. Such financial instruments are classified as Level 2 in the fair value hierarchy. • Contingent consideration payable is classified as Level 3, and we estimate fair value based on the likelihood and timing of achieving the relevant milestones of each arrangement, applying a probability assessment to each of the potential outcomes, which at times includes the use of a Monte Carlo simulation and discounting the probability-weighted payout. Typically, milestones are based on revenue or earnings growth for the acquired business. The following tables present our assets and liabilities measured at fair value on a recurring basis at March 31, 2023 and December 31, 2022: Fair Value Measurements on a Recurring Basis at Balance Sheet Location Level 1 Level 2 Level 3 Total Assets: Available-for-sale securities: Mutual funds / exchange traded funds Prepaid and other current assets and other non-current assets $ 8 $ — $ — $ 8 Fiduciary assets 163 — — 163 Derivatives: Derivative financial instruments (i) Prepaid and other current assets and other non-current assets $ — $ 9 $ — $ 9 Liabilities: Contingent consideration: Contingent consideration (ii) (iii) Other current liabilities and other non-current liabilities $ — $ — $ 44 $ 44 Derivatives: Derivative financial instruments (i) Other current liabilities and other non-current liabilities $ — $ 2 $ — $ 2 Fair Value Measurements on a Recurring Basis at Balance Sheet Location Level 1 Level 2 Level 3 Total Assets: Available-for-sale securities: Mutual funds / exchange traded funds Prepaid and other current assets and other non-current assets $ 7 $ — $ — $ 7 Fiduciary assets 142 — — 142 Derivatives: Derivative financial instruments (i) Prepaid and other current assets and other non-current assets $ — $ 26 $ — $ 26 Liabilities: Contingent consideration: Contingent consideration (ii) (iii) Other current liabilities and other non-current liabilities $ — $ — $ 40 $ 40 Derivatives: Derivative financial instruments (i) Other current liabilities and other non-current liabilities $ — $ 5 $ — $ 5 (i) See Note 9 — Derivative Financial Instruments for further information on our derivative investments. (ii) Probability weightings are based on our knowledge of the past and planned performance of the acquired entity to which the contingent consideration applies. The fair value weighted-average discount rates used in our material contingent consideration calculations were 10.04 % and 10.26 % at March 31, 2023 and December 31, 2022, respectively. The range of these discount rates was 3.53 % - 13.80 % at March 31, 2023. Using different probability weightings and discount rates could result in an increase or decrease of the contingent consideration payable. (iii) Consideration due to be paid across multiple years until 2027. The following table summarizes the change in fair value of the Level 3 liabilities: Fair Value Measurements Using Significant Unobservable Inputs (Level 3) March 31, 2023 Balance at December 31, 2022 $ 40 Obligations assumed — Payments — Realized and unrealized losses (i) 4 Foreign exchange — Balance at March 31, 2023 $ 44 (i) Realized and unrealized losses include accretion and adjustments to contingent consideration liabilities, which are included within Interest expense and Other operating expenses, respectively, on the condensed consolidated statements of comprehensive income. There were no significant transfers to or from Level 3 in the three months ended March 31, 2023. Fair value information about financial instruments not measured at fair value The following tables present our liabilities not measured at fair value on a recurring basis at March 31, 2023 and December 31, 2022: March 31, 2023 December 31, 2022 Carrying Value Fair Value Carrying Value Fair Value Assets: Long-term note receivable $ 70 $ 64 $ 68 $ 63 Liabilities: Current debt $ 250 $ 249 $ 250 $ 248 Long-term debt $ 4,472 $ 4,175 $ 4,471 $ 4,069 The carrying value of our revolving credit facility approximates its fair value. The fair values above, which exclude accrued interest, 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 instruments. The fair values of our respective senior notes and long-term note receivable are considered Level 2 financial instruments as they are corroborated by observable market data. |
Retirement Benefits
Retirement Benefits | 3 Months Ended |
Mar. 31, 2023 | |
Retirement Benefits [Abstract] | |
Retirement Benefits | Note 12 — Retirement Benefits Defined Benefit Plans WTW sponsors both qualified and non-qualified defined benefit pension plans throughout the world. The majority of our plan assets and obligations are in the U.S. and the U.K. We have also included disclosures related to defined benefit plans in certain other countries, including Canada, France, Germany, Switzerland and Ireland. Together, these disclosed funded and unfunded plans represent 98 % of WTW’s pension obligations and are disclosed herein. We have removed prior-period disclosures pertaining to our post-retirement welfare plans as the Company considers such disclosure to no longer be material. Components of Net Periodic Benefit (Income)/Cost for Defined Benefit Pension Plans The following table sets forth the components of net periodic benefit (income)/cost for the Company’s defined benefit pension plans for the three months ended March 31, 2023 and 2022: Three Months Ended March 31, 2023 2022 U.S. U.K. Other U.S. U.K. Other Service cost $ 14 $ 1 $ 3 $ 19 $ 3 $ 6 Interest cost 49 29 7 29 19 4 Expected return on plan assets ( 76 ) ( 39 ) ( 9 ) ( 83 ) ( 39 ) ( 10 ) Amortization of net loss 3 12 — 4 8 1 Amortization of prior service credit — ( 3 ) — — ( 3 ) — Net periodic benefit (income)/cost $ ( 10 ) $ — $ 1 $ ( 31 ) $ ( 12 ) $ 1 Employer Contributions to Defined Benefit Pension Plans The Company did no t make any contributions to its U.S. plans during the three months ended March 31, 2023 and currently does no t anticipate making contributions over the remainder of the fiscal year . The Company made contributions of $ 7 million to its U.K. plans for the three months ended March 31, 2023 and anticipates making additional contributions of $ 24 million for the remainder of the fiscal year. The Company made contributions of $ 13 million to its other plans for the three months ended March 31, 2023 and anticipates making additional contributions of $ 10 million for the remainder of the fiscal year. Defined Contribution Plans The Company made contributions to its defined contribution plans of $ 40 million and $ 42 million during the three months ended March 31, 2023 and 2022, respectively. |
Leases
Leases | 3 Months Ended |
Mar. 31, 2023 | |
Leases [Abstract] | |
Leases | Note 13 — Leases The following table presents lease costs recorded on our condensed consolidated statements of comprehensive income for the three months ended March 31, 2023 and 2022: Three Months Ended March 31, 2023 2022 Finance lease cost: Interest on lease liabilities $ 1 $ 1 Operating lease cost 34 39 Variable lease cost 12 18 Sublease income ( 3 ) ( 4 ) Total lease cost, net $ 44 $ 54 The total lease cost is recognized in different locations in our condensed consolidated statements of comprehensive income. Amortization of the finance lease ROU assets is included in depreciation, while the interest cost component of these finance leases is included in interest expense. All other costs are included in other operating expenses, with the exception of $ 1 million and $ 5 million incurred during the three months ended March 31, 2023 and 2022, respectively, that were included in restructuring costs (see Note 6 — Restructuring Costs) that primarily related to the acceleration of amortization of certain abandoned ROU assets and the payment of early termination fees. There are no significant lease costs that have been included as discontinued operations in the condensed consolidated statements of comprehensive income during the three months ended March 31, 2022. |
Commitments and Contingencies
Commitments and Contingencies | 3 Months Ended |
Mar. 31, 2023 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments and Contingencies | Note 14 — Commitments and Contingencies Indemnification Agreements WTW has various agreements which provide that it may be obligated to indemnify the other party to the agreement with respect to certain matters. Generally, these indemnification provisions are included in contracts arising in the normal course of business and in connection with the purchase and sale of certain businesses, including the disposal of Willis Re. It is not possible to predict the maximum potential amount of future payments that may become due under these indemnification agreements because of the conditional nature of the Company’s obligations and the unique facts of each particular agreement. However, we do not believe that any potential liability that may arise from such indemnity provisions is probable or material. Legal Proceedings In the ordinary course of business, the Company is subject to various actual and potential claims, lawsuits and other proceedings. Some of the claims, lawsuits and other proceedings seek damages in amounts which could, if assessed, be significant. The Company also receives subpoenas in the ordinary course of business and, from time to time, receives requests for information in connection with governmental investigations. 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. Regarding self-insured risks, the Company has established provisions which are believed to be adequate in light of current information and legal advice, or, in certain cases, where a range of loss exists, the Company accrues the minimum amount in the range if no amount within the range is a better estimate than any other amount. The Company adjusts such provisions from time to time according to developments. See Note 15 — Supplementary Information for Certain Balance Sheet Accounts for the amounts accrued at March 31, 2023 and December 31, 2022 in the condensed consolidated balance sheets. On the basis of current information, the Company does not expect that the actual claims, lawsuits and other proceedings to which it 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 its 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 or settlement in certain matters could, from time to time, have a material adverse effect on the Company’s results of operations or cash flows in a particular quarterly or annual period. The Company provides for contingent liabilities based on ASC 450, Contingencies, when it is determined that a liability, inclusive of defense costs, is probable and reasonably estimable. The contingent liabilities recorded are primarily developed actuarially. Litigation is subject to many factors which are difficult to predict so there can be no assurance that in the event of a material unfavorable result in one or more claims, we will not incur material costs. |
Supplementary Information for C
Supplementary Information for Certain Balance Sheet Accounts | 3 Months Ended |
Mar. 31, 2023 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Supplementary Information for Certain Balance Sheet Accounts | Note 15 — Supplementary Information for Certain Balance Sheet Accounts Additional details of specific balance sheet accounts are detailed below. Prepaid and other current assets consist of the following: March 31, December 31, Prepayments and accrued income $ 124 $ 132 Deferred contract costs 67 71 Derivatives and investments 7 43 Deferred compensation plan assets 11 16 Corporate income and other taxes 77 89 Acquired renewal commissions receivable 8 9 Other current assets 43 54 Total prepaid and other current assets $ 337 $ 414 Deferred revenue and accrued expenses consist of the following: March 31, December 31, Accounts payable, accrued liabilities and deferred revenue $ 1,002 $ 975 Accrued discretionary and incentive compensation 251 708 Accrued vacation 168 142 Other employee-related liabilities 64 90 Total deferred revenue and accrued expenses $ 1,485 $ 1,915 Other current liabilities consist of the following: March 31, December 31, Dividends payable $ 104 $ 102 Income taxes payable 82 83 Interest payable 28 49 Deferred compensation plan liabilities 11 14 Contingent and deferred consideration on acquisitions 15 17 Accrued retirement benefits 32 32 Payroll and other benefits-related liabilities 321 225 Derivatives 2 4 Third-party commissions 167 124 Other current liabilities 52 66 Total other current liabilities $ 814 $ 716 Provision for liabilities consists of the following: March 31, December 31, Claims, lawsuits and other proceedings $ 299 $ 296 Other provisions 67 61 Total provision for liabilities $ 366 $ 357 Other non-current liabilities consist of the following: March 31, December 31, Deferred compensation plan liability $ 76 $ 74 Contingent and deferred consideration on acquisitions 30 29 Liabilities for uncertain tax positions 32 40 Finance leases 11 12 Other non-current liabilities 51 66 Total other non-current liabilities $ 200 $ 221 |
Other Income, Net
Other Income, Net | 3 Months Ended |
Mar. 31, 2023 | |
Other Income and Expenses [Abstract] | |
Other Income, Net | Note 16 — Other Income, Net Other income, net consists of the following: Three Months Ended 2023 2022 Loss on disposal of operations $ — $ ( 54 ) Net periodic pension and postretirement benefit credits 28 71 Interest in earnings of associates and other investments 1 2 Foreign exchange (loss)/gain (i) ( 5 ) 6 Other 1 2 Other income, net $ 25 $ 27 (i) Includes the offsetting effects of the Company's foreign currency hedging program. See Note 9 — Derivative Financial Instruments. |
Accumulated Other Comprehensive
Accumulated Other Comprehensive Loss | 3 Months Ended |
Mar. 31, 2023 | |
Equity [Abstract] | |
Accumulated Other Comprehensive Loss | Note 17 — Accumulated Other Comprehensive Loss Changes in accumulated other comprehensive loss, net of non-controlling interests, and net of tax are provided in the following table for the three months ended March 31, 2023 and 2022. This table excludes amounts attributable to non-controlling interests, which are not material for further disclosure. Foreign currency (i) Derivative (i) Defined pension and (ii) Total 2023 2022 2023 2022 2023 2022 2023 2022 Balance at December 31, 2022 and 2021, respectively $ ( 987 ) $ ( 489 ) $ 9 $ 11 $ ( 1,643 ) $ ( 1,708 ) $ ( 2,621 ) $ ( 2,186 ) Other comprehensive income/(loss) before 43 ( 59 ) 2 ( 1 ) ( 1 ) 2 44 ( 58 ) (Gain)/loss reclassified from accumulated other 3 for both periods) — — — ( 2 ) 9 4 9 2 Net current-period other comprehensive income/(loss) 43 ( 59 ) 2 ( 3 ) 8 6 53 ( 56 ) Balance at March 31, 2023 and 2022, respectively $ ( 944 ) $ ( 548 ) $ 11 $ 8 $ ( 1,635 ) $ ( 1,702 ) $ ( 2,568 ) $ ( 2,242 ) (i) Reclassification adjustments from accumulated other comprehensive loss related to derivative instruments are included in Revenue and Salaries and benefits in the accompanying condensed consolidated statements of comprehensive income. See Note 9 — Derivative Financial Instruments for additional details regarding the reclassification adjustments for the derivative settlements. (ii) Reclassification adjustments from accumulated other comprehensive loss are included in the computation of net periodic pension cost (see Note 12 — Retirement Benefits). These components are included in Other income, net in the accompanying condensed consolidated statements of comprehensive income. |
Earnings Per Share
Earnings Per Share | 3 Months Ended |
Mar. 31, 2023 | |
Earnings Per Share [Abstract] | |
Earnings Per Share | Note 18 — Earnings Per Share Basic and diluted earnings per share from continuing operations attributable to WTW and discontinued operations, net of tax are calculated by dividing net income from continuing operations attributable to WTW and discontinued operations, net of tax, respectively, by the average number of ordinary 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 March 31, 2023 and 2022, there were 0.5 million restricted performance-based stock units outstanding at each period presented and 0.4 million restricted time-based stock units outstanding at each period presented. The Company’s time-based share options were immaterial at both March 31, 2023 and 2022. The were no performance-based options outstanding at March 31, 2023; there were 0.1 million performance-based options outstanding at March 31, 2022. Basic and diluted earnings per share are as follows: Three Months Ended March 31, 2023 2022 Income from continuing operations $ 206 $ 114 Less: income attributable to non-controllable interests ( 3 ) ( 3 ) Income from continuing operations attributable to WTW $ 203 $ 111 Income from discontinued operations, net of tax $ — $ 11 Basic average number of shares outstanding 107 118 Dilutive effect of potentially issuable shares 1 — Diluted average number of shares outstanding 108 118 Basic earnings per share from continuing operations attributable to WTW $ 1.89 $ 0.94 Dilutive effect of potentially issuable shares ( 0.01 ) — Diluted earnings per share from continuing operations attributable to WTW $ 1.88 $ 0.94 Basic earnings per share from discontinued operations, net of tax $ — $ 0.09 Dilutive effect of potentially issuable shares — — Diluted earnings per share from discontinued operations, net of tax $ — $ 0.09 There were no anti-dilutive restricted stock units for the three months ended March 31, 2023; for the three months ended March 31, 2022, 0.1 million restricted stock units were not included in the computation of the dilutive effect of potentially issuable shares because their effect was anti-dilutive. There were no anti-dilutive options for the three months ended March 31, 2023 and 2022. |
Supplemental Disclosures of Cas
Supplemental Disclosures of Cash Flow Information | 3 Months Ended |
Mar. 31, 2023 | |
Supplemental Cash Flow Elements [Abstract] | |
Supplemental Disclosures of Cash Flow Information | Note 19 — Supplemental Disclosures of Cash Flow Information Supplemental disclosures regarding cash flow information are as follows: Three months ended March 31, 2023 2022 Supplemental disclosures of cash flow information: Cash and cash equivalents $ 1,135 $ 2,198 Fiduciary funds (included in fiduciary assets) 3,227 2,967 Cash and cash equivalents and fiduciary funds (included in current assets held — 7 Total cash, cash equivalents and restricted cash $ 4,362 $ 5,172 Decrease in cash, cash equivalents and other restricted cash $ ( 130 ) $ ( 2,274 ) Decrease in fiduciary funds ( 250 ) ( 211 ) Total $ ( 380 ) $ ( 2,485 ) |
Basis of Presentation and Rec_2
Basis of Presentation and Recent Accounting Pronouncements (Policies) | 3 Months Ended |
Mar. 31, 2023 | |
Accounting Policies [Abstract] | |
Basis of Presentation | Basis of Presentation The accompanying unaudited quarterly condensed consolidated financial statements of WTW and our subsidiaries are presented in accordance with the rules and regulations of the SEC for quarterly reports on Form 10-Q and therefore certain footnote disclosures have been condensed or omitted from these financial statements as they are not required for interim reporting under U.S. GAAP. In the opinion of management, these condensed consolidated financial statements reflect all adjustments, consisting of normal recurring adjustments, which are necessary for a fair presentation of the condensed consolidated financial statements and results for the interim periods. All intercompany accounts and transactions have been eliminated in consolidation. The condensed consolidated financial statements should be read together with the Company’s Annual Report on Form 10-K, filed with the SEC on February 24, 2023, and may be accessed via EDGAR on the SEC’s web site at www.sec.gov. The results of operations for the three months ended March 31, 2023 are not necessarily indicative of the results that can be expected for the entire year. The Company experiences seasonal fluctuations of its revenue. Revenue is typically higher during the Company’s first and fourth quarters due primarily to the timing of broking-related activities. The results reflect certain estimates and assumptions made by management, including those estimates used in calculating acquisition consideration and fair value of tangible and intangible assets and acquisition-related liabilities, professional liability claims, estimated bonuses, valuation of billed and unbilled receivables, and anticipated tax liabilities that affect the amounts reported in the condensed consolidated financial statements and related notes. |
Recent Accounting Pronouncements | Recent Accounting Pronouncements There were no new pronouncements that are expected to have a significant impact to the Company or its condensed consolidated financial statements. |
Other Legislation | Other Legislation Inflation Reduction Act The Inflation Reduction Act of 2022 (the ‘IRA’) was enacted into law on August 16, 2022 and certain portions of the IRA became effective January 1, 2023. The IRA introduced, among other provisions, a share repurchase excise tax and a new Corporate Alternative Minimum Tax (‘CAMT’) which imposes a 15% tax on the adjusted financial statement income of ‘applicable corporations’. The Company does not expect the excise tax or CAMT to have a significant impact on its condensed consolidated financial statements. Pillar Two On December 12, 2022, E.U. member states reached an agreement to implement Pillar Two, which introduces a global corporate minimum tax of 15% for certain large multinational companies beginning in 2023. For the rules to take effect, E.U. member states are required to enact domestic legislation by the end of 2023 to be effective January 1, 2024. The Company is currently evaluating the impact Pillar Two will have on its condensed consolidated financial statements. |
Fair Value of Financial Instruments | The Company has categorized its assets and liabilities that are measured at fair value on a recurring and non-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: • Available-for-sale securities are classified as Level 1 because we use quoted market prices in active markets in determining the fair value of these securities. • Market values for our derivative instruments have been used to determine the fair values of forward foreign exchange contracts based on estimated amounts the Company would receive or have to pay to terminate the agreements, taking into account observable information about the current foreign currency forward rates. Such financial instruments are classified as Level 2 in the fair value hierarchy. • Contingent consideration payable is classified as Level 3, and we estimate fair value based on the likelihood and timing of achieving the relevant milestones of each arrangement, applying a probability assessment to each of the potential outcomes, which at times includes the use of a Monte Carlo simulation and discounting the probability-weighted payout. Typically, milestones are based on revenue or earnings growth for the acquired business. |
Acquisitions and Divestitures (
Acquisitions and Divestitures (Tables) | 3 Months Ended |
Mar. 31, 2023 | |
Business Combinations [Abstract] | |
Schedule of Selected Financial Information and Summary of Total Assets and Liabilities Relates to the Operations of Willis Re | The following selected financial information relates to the operations of Willis Re for the period presented: Three Months Ended Revenue from discontinued operations $ 28 Costs of providing services Salaries and benefits 6 Other operating expenses — Total costs of providing services 6 Other income, net — Income from discontinued operations before income taxes 22 Adjustment to gain on disposal of Willis Re ( 2 ) Provision for income taxes ( 3 ) Net income payable to Gallagher on Deferred Closing ( 6 ) Income from discontinued operations, net of tax $ 11 |
Revenue (Tables)
Revenue (Tables) | 3 Months Ended |
Mar. 31, 2023 | |
Revenue from Contract with Customer [Abstract] | |
Disaggregation of Revenue | The following table presents revenue by service offering and segment, as well as reconciliations to total revenue for the three months ended March 31, 2023 and 2022. Along with reimbursable expenses and other, total revenue by service offering represents our revenue from customer contracts. Three Months Ended March 31, HWC R&B Corporate (i) Total 2023 2022 2023 2022 2023 2022 2023 2022 Broking $ 289 $ 271 $ 691 $ 696 $ 5 $ 4 $ 985 $ 971 Consulting 661 653 98 104 4 2 763 759 Outsourced administration 262 250 29 27 — — 291 277 Other 69 64 67 61 — — 136 125 Total revenue by service offering 1,281 1,238 885 888 9 6 2,175 2,132 Reimbursable expenses and other (i) 15 13 3 3 10 2 28 18 Total revenue from customer contracts $ 1,296 $ 1,251 $ 888 $ 891 $ 19 $ 8 $ 2,203 $ 2,150 Interest and other income 6 6 19 3 16 1 41 10 Total revenue $ 1,302 $ 1,257 $ 907 $ 894 $ 35 $ 9 $ 2,244 $ 2,160 (i) Reimbursable expenses and other, as well as Corporate revenue, are excluded from segment revenue, but included in total revenue on the condensed consolidated statements of comprehensive income. Amounts included in Corporate revenue may include eliminations, adjustments to reserves and impacts from hedged revenue transactions. Interest and other income is included in segment revenue and total revenue, however it has been presented separately in the above table because it does not arise directly from contracts with customers. The significant components of interest and other income are as follows: Three Months Ended March 31, HWC R&B Corporate Total 2023 2022 2023 2022 2023 2022 2023 2022 Book-of-business settlements $ — $ 3 $ 7 $ — $ — $ — $ 7 $ 3 Interest income 5 1 12 3 15 — 32 4 Other income 1 2 — — 1 1 2 3 Total interest and other income $ 6 $ 6 $ 19 $ 3 $ 16 $ 1 $ 41 $ 10 The following table presents revenue from service offerings by the geography where our work was performed for the three months ended March 31, 2023 and 2022. The reconciliation to total revenue on our condensed consolidated statements of comprehensive income and to segment revenue is shown in the table above. Three Months Ended March 31, HWC R&B Corporate Total 2023 2022 2023 2022 2023 2022 2023 2022 North America $ 823 $ 779 $ 291 $ 277 $ 1 $ 2 $ 1,115 $ 1,058 Europe 346 353 471 480 7 4 824 837 International 112 106 123 131 1 — 236 237 Total revenue by geography $ 1,281 $ 1,238 $ 885 $ 888 $ 9 $ 6 $ 2,175 $ 2,132 |
Contract with Customer, Asset and Liability | The Company reports accounts receivable, net on the condensed consolidated balance sheets, which includes billed and unbilled receivables and current contract assets. In addition to accounts receivable, net, the Company had the following non-current contract assets and deferred revenue balances at March 31, 2023 and December 31, 2022: March 31, 2023 December 31, 2022 Billed receivables, net of allowance for doubtful accounts of $ 44 million and $ 46 million $ 1,412 $ 1,464 Unbilled receivables 494 457 Current contract assets 355 466 Accounts receivable, net $ 2,261 $ 2,387 Non-current accounts receivable, net $ 7 $ 9 Non-current contract assets $ 787 $ 745 Deferred revenue $ 684 $ 646 |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction | In addition, in accordance with ASC 606, Revenue From Contracts With Customers (‘ASC 606’), the Company has elected not to disclose the remaining performance obligations when one or both of the following circumstances apply: • Performance obligations which are part of a contract that has an original expected duration of less than one year , and • Performance obligations satisfied in accordance with ASC 606-10-55-18 (‘right to invoice’). Remainder of 2023 2024 2025 onward Total Revenue expected to be recognized on contracts as of March 31, 2023 $ 589 $ 514 $ 625 $ 1,728 |
Segment Information (Tables)
Segment Information (Tables) | 3 Months Ended |
Mar. 31, 2023 | |
Segment Reporting [Abstract] | |
Schedule of Segment Reporting Information, by Segment | The following table presents segment revenue and segment operating income for our reportable segments for the three months ended March 31, 2023 and 2022. Three Months Ended March 31, HWC R&B Total 2023 2022 2023 2022 2023 2022 Segment revenue $ 1,287 $ 1,244 $ 904 $ 891 $ 2,191 $ 2,135 Segment operating income $ 309 $ 257 $ 180 $ 192 $ 489 $ 449 |
Net Operating Income of the Reported Segments | The following table presents reconciliations of the information reported by segment to the Company’s condensed consolidated statements of comprehensive income amounts reported for the three months ended March 31, 2023 and 2022. Three Months Ended 2023 2022 Revenue: Total segment revenue $ 2,191 $ 2,135 Reimbursable expenses and other 53 25 Revenue $ 2,244 $ 2,160 Total segment operating income $ 489 $ 449 Impairment (i) — ( 81 ) Amortization ( 71 ) ( 85 ) Restructuring costs (ii) ( 3 ) ( 6 ) Transaction and transformation (iii) ( 59 ) ( 20 ) Unallocated, net (iv) ( 71 ) ( 78 ) Income from operations 285 179 Interest expense ( 54 ) ( 49 ) Other income, net 25 27 Income from continuing operations before income taxes $ 256 $ 157 (i) Represents the impairment related to the net assets of our Russian business that are held outside of our Russian entities (see Note 3 — Acquisitions and Divestitures for further information). (ii) See Note 6 — Restructuring Costs for the composition of costs for 2023 and 2022. (iii) In 2023 and 2022, in addition to legal fees and other transaction costs, includes primarily consulting fees related to the Transformation program (see Note 6 — Restructuring Costs). (iv) Includes certain costs, primarily related to corporate functions which are not directly related to the segments, and certain differences between budgeted expenses determined at the beginning of the year and actual expenses that we report for U.S. GAAP purposes. |
Restructuring Costs (Tables)
Restructuring Costs (Tables) | 3 Months Ended |
Mar. 31, 2023 | |
Restructuring and Related Activities [Abstract] | |
Summary of Total Restructuring Costs | An analysis of total restructuring costs incurred under the Transformation program by category and by segment and corporate functions, from commencement to March 31, 2023, is as follows: HWC R&B Corporate Total 2021 Real estate rationalization $ — $ — $ 19 $ 19 Technology modernization — 5 — 5 Process optimization — — — — Other — — 2 2 2022 Real estate rationalization — — 79 79 Technology modernization — 3 16 19 Process optimization 1 — — 1 Other — — — — 2023 Real estate rationalization — — 3 3 Technology modernization — — — — Process optimization — — — — Other — — — — Total Real estate rationalization — — 101 101 Technology modernization — 8 16 24 Process optimization 1 — — 1 Other — — 2 2 Total $ 1 $ 8 $ 119 $ 128 |
Rollforward of Liability Associated with Cash-based Charges | A rollforward of the liability associated with cash-based charges related to restructuring costs associated with the Transformation program is as follows: Real estate rationalization Technology modernization Process optimization Other Total Balance at October 1, 2021 $ — $ — $ — $ — $ — Charges incurred — — — 2 2 Cash payments — — — ( 1 ) ( 1 ) Balance at December 31, 2021 — — — 1 1 Charges incurred 27 — 1 — 28 Cash payments ( 21 ) — ( 1 ) ( 1 ) ( 23 ) Balance at December 31, 2022 6 — — — 6 Charges incurred 1 — — — 1 Cash payments ( 5 ) — — — ( 5 ) Balance at March 31, 2023 $ 2 $ — $ — $ — $ 2 |
Goodwill and Other Intangible_2
Goodwill and Other Intangible Assets (Tables) | 3 Months Ended |
Mar. 31, 2023 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Components of Goodwill | The components of goodwill are outlined below for the three months ended March 31, 2023. HWC R&B Total Balance at December 31, 2022: Goodwill, gross $ 7,870 $ 2,795 $ 10,665 Accumulated impairment losses ( 130 ) ( 362 ) ( 492 ) Goodwill, net - December 31, 2022 7,740 2,433 10,173 Foreign exchange 8 12 20 Balance at March 31, 2023: Goodwill, gross 7,878 2,807 10,685 Accumulated impairment losses ( 130 ) ( 362 ) ( 492 ) Goodwill, net - March 31, 2023 $ 7,748 $ 2,445 $ 10,193 |
Changes in the Net Carrying Amount of the Components of Finite-Lived Intangible Assets | The following table reflects changes in the net carrying amounts of the components of finite-lived intangible assets for the three months ended March 31, 2023: Client relationships Software Trademark and trade name Other Total Balance at December 31, 2022: Intangible assets, gross $ 3,760 $ 725 $ 1,038 $ 98 $ 5,621 Accumulated amortization ( 2,282 ) ( 712 ) ( 298 ) ( 56 ) ( 3,348 ) Intangible assets, net - December 31, 2022 1,478 13 740 42 2,273 Intangible assets acquired 4 — — — 4 Amortization ( 54 ) ( 4 ) ( 11 ) ( 2 ) ( 71 ) Foreign exchange 6 — — — 6 Balance at March 31, 2023: Intangible assets, gross 3,781 730 1,038 100 5,649 Accumulated amortization ( 2,347 ) ( 721 ) ( 309 ) ( 60 ) ( 3,437 ) Intangible assets, net - March 31, 2023 $ 1,434 $ 9 $ 729 $ 40 $ 2,212 |
Schedule of Future Estimated Amortization Expense for Amortizable Intangible Assets | The table below reflects the future estimated amortization expense for amortizable intangible assets for the remainder of 2023 and for subsequent years: Amortization Remainder of 2023 $ 194 2024 231 2025 211 2026 202 2027 198 Thereafter 1,176 Total $ 2,212 |
Derivative Financial Instrume_2
Derivative Financial Instruments (Tables) | 3 Months Ended |
Mar. 31, 2023 | |
Designated [Member] | |
Schedule of Derivative Instruments Designated/Nondesignated As Hedging Instrument Effect on Condensed Consolidated Statements of Comprehensive Income | The effects of the material derivative instruments that are designated as hedging instruments on the condensed consolidated statements of comprehensive income for the three months ended March 31, 2023 and 2022 are below. Three Months Ended March 31, Gain/(loss) recognized in OCI (effective element) 2023 2022 Forward exchange contracts $ 1 $ ( 1 ) Location of (loss)/gain reclassified from Accumulated OCL into income (effective element) (Loss)/gain reclassified from Accumulated OCL into income (effective element) 2023 2022 Revenue $ — $ — Salaries and benefits ( 1 ) 2 $ ( 1 ) $ 2 |
Nondesignated [Member] | |
Schedule of Derivative Instruments Designated/Nondesignated As Hedging Instrument Effect on Condensed Consolidated Statements of Comprehensive Income | The effects of derivatives that have not been designated as hedging instruments on the condensed consolidated statements of comprehensive income for the three months ended March 31, 2023 and 2022 are as follows (see Note 16 — Other Income, Net for the net foreign currency impact on the Company’s condensed consolidated statements of comprehensive income which includes the results of the offset of underlying exposures): Gain(loss) recognized in income Three Months Ended Derivatives not designated as hedging instruments: Location of gain/(loss) 2023 2022 Forward exchange contracts Other income, net $ 8 $ ( 6 ) |
Debt (Tables)
Debt (Tables) | 3 Months Ended |
Mar. 31, 2023 | |
Debt Disclosure [Abstract] | |
Schedule of Current and Long-term Debt | Current debt consists of the following: March 31, December 31, 4.625 % senior notes due 2023 $ 250 $ 250 $ 250 $ 250 Long-term debt consists of the following: March 31, December 31, Revolving $ 1.5 billion credit facility $ — $ — 3.600 % senior notes due 2024 649 649 4.400 % senior notes due 2026 547 547 4.650 % senior notes due 2027 744 744 4.500 % senior notes due 2028 597 597 2.950 % senior notes due 2029 726 726 6.125 % senior notes due 2043 272 271 5.050 % senior notes due 2048 395 395 3.875 % senior notes due 2049 542 542 $ 4,472 $ 4,471 |
Fair Value Measurements (Tables
Fair Value Measurements (Tables) | 3 Months Ended |
Mar. 31, 2023 | |
Fair Value Disclosures [Abstract] | |
Schedule of Assets and Liabilities Measured at Fair Value on Recurring Basis | The following tables present our assets and liabilities measured at fair value on a recurring basis at March 31, 2023 and December 31, 2022: Fair Value Measurements on a Recurring Basis at Balance Sheet Location Level 1 Level 2 Level 3 Total Assets: Available-for-sale securities: Mutual funds / exchange traded funds Prepaid and other current assets and other non-current assets $ 8 $ — $ — $ 8 Fiduciary assets 163 — — 163 Derivatives: Derivative financial instruments (i) Prepaid and other current assets and other non-current assets $ — $ 9 $ — $ 9 Liabilities: Contingent consideration: Contingent consideration (ii) (iii) Other current liabilities and other non-current liabilities $ — $ — $ 44 $ 44 Derivatives: Derivative financial instruments (i) Other current liabilities and other non-current liabilities $ — $ 2 $ — $ 2 Fair Value Measurements on a Recurring Basis at Balance Sheet Location Level 1 Level 2 Level 3 Total Assets: Available-for-sale securities: Mutual funds / exchange traded funds Prepaid and other current assets and other non-current assets $ 7 $ — $ — $ 7 Fiduciary assets 142 — — 142 Derivatives: Derivative financial instruments (i) Prepaid and other current assets and other non-current assets $ — $ 26 $ — $ 26 Liabilities: Contingent consideration: Contingent consideration (ii) (iii) Other current liabilities and other non-current liabilities $ — $ — $ 40 $ 40 Derivatives: Derivative financial instruments (i) Other current liabilities and other non-current liabilities $ — $ 5 $ — $ 5 (i) See Note 9 — Derivative Financial Instruments for further information on our derivative investments. (ii) Probability weightings are based on our knowledge of the past and planned performance of the acquired entity to which the contingent consideration applies. The fair value weighted-average discount rates used in our material contingent consideration calculations were 10.04 % and 10.26 % at March 31, 2023 and December 31, 2022, respectively. The range of these discount rates was 3.53 % - 13.80 % at March 31, 2023. Using different probability weightings and discount rates could result in an increase or decrease of the contingent consideration payable. (iii) Consideration due to be paid across multiple years until 2027. |
Schedule of Change in Fair Value of Level 3 Liabilities | The following table summarizes the change in fair value of the Level 3 liabilities: Fair Value Measurements Using Significant Unobservable Inputs (Level 3) March 31, 2023 Balance at December 31, 2022 $ 40 Obligations assumed — Payments — Realized and unrealized losses (i) 4 Foreign exchange — Balance at March 31, 2023 $ 44 (i) Realized and unrealized losses include accretion and adjustments to contingent consideration liabilities, which are included within Interest expense and Other operating expenses, respectively, on the condensed consolidated statements of comprehensive income. |
Schedule of Liabilities Whose Carrying Values Differ From the Fair Value and are Not Measured on a Recurring Basis | The following tables present our liabilities not measured at fair value on a recurring basis at March 31, 2023 and December 31, 2022: March 31, 2023 December 31, 2022 Carrying Value Fair Value Carrying Value Fair Value Assets: Long-term note receivable $ 70 $ 64 $ 68 $ 63 Liabilities: Current debt $ 250 $ 249 $ 250 $ 248 Long-term debt $ 4,472 $ 4,175 $ 4,471 $ 4,069 |
Retirement Benefits (Tables)
Retirement Benefits (Tables) | 3 Months Ended |
Mar. 31, 2023 | |
Retirement Benefits [Abstract] | |
Schedule of Net Periodic Benefit Cost | The following table sets forth the components of net periodic benefit (income)/cost for the Company’s defined benefit pension plans for the three months ended March 31, 2023 and 2022: Three Months Ended March 31, 2023 2022 U.S. U.K. Other U.S. U.K. Other Service cost $ 14 $ 1 $ 3 $ 19 $ 3 $ 6 Interest cost 49 29 7 29 19 4 Expected return on plan assets ( 76 ) ( 39 ) ( 9 ) ( 83 ) ( 39 ) ( 10 ) Amortization of net loss 3 12 — 4 8 1 Amortization of prior service credit — ( 3 ) — — ( 3 ) — Net periodic benefit (income)/cost $ ( 10 ) $ — $ 1 $ ( 31 ) $ ( 12 ) $ 1 |
Leases (Tables)
Leases (Tables) | 3 Months Ended |
Mar. 31, 2023 | |
Leases [Abstract] | |
Schedule of Lease Costs Recorded in Condensed Consolidated Statements of Comprehensive Income | The following table presents lease costs recorded on our condensed consolidated statements of comprehensive income for the three months ended March 31, 2023 and 2022: Three Months Ended March 31, 2023 2022 Finance lease cost: Interest on lease liabilities $ 1 $ 1 Operating lease cost 34 39 Variable lease cost 12 18 Sublease income ( 3 ) ( 4 ) Total lease cost, net $ 44 $ 54 |
Supplementary Information for_2
Supplementary Information for Certain Balance Sheet Accounts (Tables) | 3 Months Ended |
Mar. 31, 2023 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Schedule of Prepaid and Other Current Assets | Prepaid and other current assets consist of the following: March 31, December 31, Prepayments and accrued income $ 124 $ 132 Deferred contract costs 67 71 Derivatives and investments 7 43 Deferred compensation plan assets 11 16 Corporate income and other taxes 77 89 Acquired renewal commissions receivable 8 9 Other current assets 43 54 Total prepaid and other current assets $ 337 $ 414 |
Deferred Revenue and Accrued Expenses | Deferred revenue and accrued expenses consist of the following: March 31, December 31, Accounts payable, accrued liabilities and deferred revenue $ 1,002 $ 975 Accrued discretionary and incentive compensation 251 708 Accrued vacation 168 142 Other employee-related liabilities 64 90 Total deferred revenue and accrued expenses $ 1,485 $ 1,915 |
Schedule of Other Current Liabilities | Other current liabilities consist of the following: March 31, December 31, Dividends payable $ 104 $ 102 Income taxes payable 82 83 Interest payable 28 49 Deferred compensation plan liabilities 11 14 Contingent and deferred consideration on acquisitions 15 17 Accrued retirement benefits 32 32 Payroll and other benefits-related liabilities 321 225 Derivatives 2 4 Third-party commissions 167 124 Other current liabilities 52 66 Total other current liabilities $ 814 $ 716 |
Provisions for Liabilities | Provision for liabilities consists of the following: March 31, December 31, Claims, lawsuits and other proceedings $ 299 $ 296 Other provisions 67 61 Total provision for liabilities $ 366 $ 357 |
Schedule of Other Non-current Liabilities | Other non-current liabilities consist of the following: March 31, December 31, Deferred compensation plan liability $ 76 $ 74 Contingent and deferred consideration on acquisitions 30 29 Liabilities for uncertain tax positions 32 40 Finance leases 11 12 Other non-current liabilities 51 66 Total other non-current liabilities $ 200 $ 221 |
Other Income, Net (Tables)
Other Income, Net (Tables) | 3 Months Ended |
Mar. 31, 2023 | |
Other Income and Expenses [Abstract] | |
Schedule of Other Nonoperating Income | Other income, net consists of the following: Three Months Ended 2023 2022 Loss on disposal of operations $ — $ ( 54 ) Net periodic pension and postretirement benefit credits 28 71 Interest in earnings of associates and other investments 1 2 Foreign exchange (loss)/gain (i) ( 5 ) 6 Other 1 2 Other income, net $ 25 $ 27 (i) Includes the offsetting effects of the Company's foreign currency hedging program. See Note 9 — Derivative Financial Instruments. |
Accumulated Other Comprehensi_2
Accumulated Other Comprehensive Loss (Tables) | 3 Months Ended |
Mar. 31, 2023 | |
Equity [Abstract] | |
Schedule of Accumulated Other Comprehensive Income (Loss) | Changes in accumulated other comprehensive loss, net of non-controlling interests, and net of tax are provided in the following table for the three months ended March 31, 2023 and 2022. This table excludes amounts attributable to non-controlling interests, which are not material for further disclosure. Foreign currency (i) Derivative (i) Defined pension and (ii) Total 2023 2022 2023 2022 2023 2022 2023 2022 Balance at December 31, 2022 and 2021, respectively $ ( 987 ) $ ( 489 ) $ 9 $ 11 $ ( 1,643 ) $ ( 1,708 ) $ ( 2,621 ) $ ( 2,186 ) Other comprehensive income/(loss) before 43 ( 59 ) 2 ( 1 ) ( 1 ) 2 44 ( 58 ) (Gain)/loss reclassified from accumulated other 3 for both periods) — — — ( 2 ) 9 4 9 2 Net current-period other comprehensive income/(loss) 43 ( 59 ) 2 ( 3 ) 8 6 53 ( 56 ) Balance at March 31, 2023 and 2022, respectively $ ( 944 ) $ ( 548 ) $ 11 $ 8 $ ( 1,635 ) $ ( 1,702 ) $ ( 2,568 ) $ ( 2,242 ) (i) Reclassification adjustments from accumulated other comprehensive loss related to derivative instruments are included in Revenue and Salaries and benefits in the accompanying condensed consolidated statements of comprehensive income. See Note 9 — Derivative Financial Instruments for additional details regarding the reclassification adjustments for the derivative settlements. (ii) Reclassification adjustments from accumulated other comprehensive loss are included in the computation of net periodic pension cost (see Note 12 — Retirement Benefits). These components are included in Other income, net in the accompanying condensed consolidated statements of comprehensive income. |
Earnings Per Share (Tables)
Earnings Per Share (Tables) | 3 Months Ended |
Mar. 31, 2023 | |
Earnings Per Share [Abstract] | |
Schedule of Basic and Diluted Earnings Per Share | Basic and diluted earnings per share are as follows: Three Months Ended March 31, 2023 2022 Income from continuing operations $ 206 $ 114 Less: income attributable to non-controllable interests ( 3 ) ( 3 ) Income from continuing operations attributable to WTW $ 203 $ 111 Income from discontinued operations, net of tax $ — $ 11 Basic average number of shares outstanding 107 118 Dilutive effect of potentially issuable shares 1 — Diluted average number of shares outstanding 108 118 Basic earnings per share from continuing operations attributable to WTW $ 1.89 $ 0.94 Dilutive effect of potentially issuable shares ( 0.01 ) — Diluted earnings per share from continuing operations attributable to WTW $ 1.88 $ 0.94 Basic earnings per share from discontinued operations, net of tax $ — $ 0.09 Dilutive effect of potentially issuable shares — — Diluted earnings per share from discontinued operations, net of tax $ — $ 0.09 |
Supplemental Disclosures of C_2
Supplemental Disclosures of Cash Flow Information (Tables) | 3 Months Ended |
Mar. 31, 2023 | |
Supplemental Cash Flow Elements [Abstract] | |
Supplemental Disclosures Regarding Cash Flow Information and Non-cash Flow Investing and Financing Activities | Supplemental disclosures regarding cash flow information are as follows: Three months ended March 31, 2023 2022 Supplemental disclosures of cash flow information: Cash and cash equivalents $ 1,135 $ 2,198 Fiduciary funds (included in fiduciary assets) 3,227 2,967 Cash and cash equivalents and fiduciary funds (included in current assets held — 7 Total cash, cash equivalents and restricted cash $ 4,362 $ 5,172 Decrease in cash, cash equivalents and other restricted cash $ ( 130 ) $ ( 2,274 ) Decrease in fiduciary funds ( 250 ) ( 211 ) Total $ ( 380 ) $ ( 2,485 ) |
Nature of Operations (Details)
Nature of Operations (Details) | Mar. 31, 2023 Employee Country |
Minority Interest [Line Items] | |
Number of employees employed (more than 46,000) | Employee | 46,000 |
Number of countries in which entity operates (more than 140) | Country | 140 |
Acquisitions and Divestitures -
Acquisitions and Divestitures - Divestment of Russian Business (Details) - USD ($) $ in Millions | 3 Months Ended | |
Mar. 31, 2023 | Mar. 31, 2022 | |
Discontinued Operations and Disposal Groups [Abstract] | ||
Deconsolidation gain or loss amount | $ (57) | |
Impairment | $ 0 | $ 81 |
Acquisitions and Divestitures_2
Acquisitions and Divestitures - Willis Re Divestiture (Details) - USD ($) $ in Millions | 3 Months Ended | |||||
Mar. 31, 2023 | Jun. 30, 2022 | Mar. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2022 | Aug. 13, 2021 | |
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | ||||||
Preliminary pre-tax gain on sale | $ 0 | $ (56) | ||||
Gallagher [Member] | Transition Services Agreement [Member] | ||||||
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | ||||||
Maximum expected service period | 2 years | |||||
Fees earned under service agreement | $ 9 | $ 12 | ||||
Willis Re [Member] | ||||||
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | ||||||
Total consideration received from sale of subsidiary | $ 3,250 | |||||
Preliminary pre-tax gain on sale | $ (60) | $ 2,300 | ||||
Fiduciary assets excluded from held-for-sale | 3,800 | $ 3,200 | ||||
Accounts receivable, net balances excluded from held-for-sale | 31 | 29 | ||||
Other current liabilities excluded from held for sale | $ 78 | $ 73 | ||||
Willis Re [Member] | Maximum [Member] | ||||||
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | ||||||
Earnout receivable in cash in 2025 | $ 750 |
Acquisitions and Divestitures_3
Acquisitions and Divestitures - Schedule of Selected Financial Information Relates to the Operations of Willis Re (Details) - USD ($) $ in Millions | 3 Months Ended | |
Mar. 31, 2023 | Mar. 31, 2022 | |
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | ||
Adjustment to gain on disposal of Willis Re | $ 0 | $ (56) |
Income from discontinued operations, net of tax | $ 0 | 11 |
Willis Re [Member] | ||
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | ||
Revenue from discontinued operations | 28 | |
Salaries and benefits | 6 | |
Other operating expenses | 0 | |
Total costs of providing services | 6 | |
Other income, net | 0 | |
Income from discontinued operations before income taxes | 22 | |
Adjustment to gain on disposal of Willis Re | (2) | |
Provision for income taxes | (3) | |
Net income payable to Gallagher on Deferred Closing | (6) | |
Income from discontinued operations, net of tax | $ 11 |
Acquisitions and Divestitures_4
Acquisitions and Divestitures - Miller Divestiture (Details) - USD ($) $ in Millions | 3 Months Ended | |
Mar. 31, 2023 | Mar. 31, 2022 | |
Income Statement Balance Sheet And Additional Disclosures By Disposal Groups Including Discontinued Operations [Line Items] | ||
Tax exempt gain on sale | $ 0 | $ (56) |
Revenue - Schedule of Disaggreg
Revenue - Schedule of Disaggregation of Revenue (Details) - USD ($) $ in Millions | 3 Months Ended | ||
Mar. 31, 2023 | Mar. 31, 2022 | ||
Disaggregation Of Revenue [Line Items] | |||
Revenue from Contract with Customer, Excluding Assessed Tax | $ 2,203 | $ 2,150 | |
Reimbursable expenses and other | [1] | 28 | 18 |
Interest and other income | 41 | 10 | |
Total revenue | 2,244 | 2,160 | |
HWC [Member] | |||
Disaggregation Of Revenue [Line Items] | |||
Revenue from Contract with Customer, Excluding Assessed Tax | 1,296 | 1,251 | |
Reimbursable expenses and other | [1] | 15 | 13 |
Interest and other income | 6 | 6 | |
Total revenue | 1,302 | 1,257 | |
R&B [Member] | |||
Disaggregation Of Revenue [Line Items] | |||
Revenue from Contract with Customer, Excluding Assessed Tax | 888 | 891 | |
Reimbursable expenses and other | [1] | 3 | 3 |
Interest and other income | 19 | 3 | |
Total revenue | 907 | 894 | |
Corporate, Non-Segment | |||
Disaggregation Of Revenue [Line Items] | |||
Revenue from Contract with Customer, Excluding Assessed Tax | [1] | 19 | 8 |
Reimbursable expenses and other | [1] | 10 | 2 |
Interest and other income | [1] | 16 | 1 |
Total revenue | [1] | 35 | 9 |
Broking [Member] | |||
Disaggregation Of Revenue [Line Items] | |||
Revenue from Contract with Customer, Excluding Assessed Tax | 985 | 971 | |
Broking [Member] | HWC [Member] | |||
Disaggregation Of Revenue [Line Items] | |||
Revenue from Contract with Customer, Excluding Assessed Tax | 289 | 271 | |
Broking [Member] | R&B [Member] | |||
Disaggregation Of Revenue [Line Items] | |||
Revenue from Contract with Customer, Excluding Assessed Tax | 691 | 696 | |
Broking [Member] | Corporate, Non-Segment | |||
Disaggregation Of Revenue [Line Items] | |||
Revenue from Contract with Customer, Excluding Assessed Tax | [1] | 5 | 4 |
Consulting [Member] | |||
Disaggregation Of Revenue [Line Items] | |||
Revenue from Contract with Customer, Excluding Assessed Tax | 763 | 759 | |
Consulting [Member] | HWC [Member] | |||
Disaggregation Of Revenue [Line Items] | |||
Revenue from Contract with Customer, Excluding Assessed Tax | 661 | 653 | |
Consulting [Member] | R&B [Member] | |||
Disaggregation Of Revenue [Line Items] | |||
Revenue from Contract with Customer, Excluding Assessed Tax | 98 | 104 | |
Consulting [Member] | Corporate, Non-Segment | |||
Disaggregation Of Revenue [Line Items] | |||
Revenue from Contract with Customer, Excluding Assessed Tax | [1] | 4 | 2 |
Outsourced administration [Member] | |||
Disaggregation Of Revenue [Line Items] | |||
Revenue from Contract with Customer, Excluding Assessed Tax | 291 | 277 | |
Outsourced administration [Member] | HWC [Member] | |||
Disaggregation Of Revenue [Line Items] | |||
Revenue from Contract with Customer, Excluding Assessed Tax | 262 | 250 | |
Outsourced administration [Member] | R&B [Member] | |||
Disaggregation Of Revenue [Line Items] | |||
Revenue from Contract with Customer, Excluding Assessed Tax | 29 | 27 | |
Outsourced administration [Member] | Corporate, Non-Segment | |||
Disaggregation Of Revenue [Line Items] | |||
Revenue from Contract with Customer, Excluding Assessed Tax | [1] | 0 | 0 |
Other [Member] | |||
Disaggregation Of Revenue [Line Items] | |||
Revenue from Contract with Customer, Excluding Assessed Tax | 136 | 125 | |
Other [Member] | HWC [Member] | |||
Disaggregation Of Revenue [Line Items] | |||
Revenue from Contract with Customer, Excluding Assessed Tax | 69 | 64 | |
Other [Member] | R&B [Member] | |||
Disaggregation Of Revenue [Line Items] | |||
Revenue from Contract with Customer, Excluding Assessed Tax | 67 | 61 | |
Other [Member] | Corporate, Non-Segment | |||
Disaggregation Of Revenue [Line Items] | |||
Revenue from Contract with Customer, Excluding Assessed Tax | [1] | 0 | 0 |
Service | |||
Disaggregation Of Revenue [Line Items] | |||
Revenue from Contract with Customer, Excluding Assessed Tax | 2,175 | 2,132 | |
Service | HWC [Member] | |||
Disaggregation Of Revenue [Line Items] | |||
Revenue from Contract with Customer, Excluding Assessed Tax | 1,281 | 1,238 | |
Service | R&B [Member] | |||
Disaggregation Of Revenue [Line Items] | |||
Revenue from Contract with Customer, Excluding Assessed Tax | 885 | 888 | |
Service | Corporate, Non-Segment | |||
Disaggregation Of Revenue [Line Items] | |||
Revenue from Contract with Customer, Excluding Assessed Tax | [1] | $ 9 | $ 6 |
[1] Reimbursable expenses and other, as well as Corporate revenue, are excluded from segment revenue, but included in total revenue on the condensed consolidated statements of comprehensive income. Amounts included in Corporate revenue may include eliminations, adjustments to reserves and impacts from hedged revenue transactions. |
Revenue - Schedule of Component
Revenue - Schedule of Components of Interest and Other Income (Details) - USD ($) $ in Millions | 3 Months Ended | ||
Mar. 31, 2023 | Mar. 31, 2022 | ||
Disaggregation of Revenue [Line Items] | |||
Book-of-Business Settlements | $ 7 | $ 3 | |
Interest income | 32 | 4 | |
Other income | 2 | 3 | |
Total interest and other income | 41 | 10 | |
HWC [Member] | |||
Disaggregation of Revenue [Line Items] | |||
Book-of-Business Settlements | 0 | 3 | |
Interest income | 5 | 1 | |
Other income | 1 | 2 | |
Total interest and other income | 6 | 6 | |
R&B [Member] | |||
Disaggregation of Revenue [Line Items] | |||
Book-of-Business Settlements | 7 | 0 | |
Interest income | 12 | 3 | |
Other income | 0 | 0 | |
Total interest and other income | 19 | 3 | |
Corporate, Non-Segment | |||
Disaggregation of Revenue [Line Items] | |||
Book-of-Business Settlements | 0 | 0 | |
Interest income | 15 | 0 | |
Other income | 1 | 1 | |
Total interest and other income | [1] | $ 16 | $ 1 |
[1] Reimbursable expenses and other, as well as Corporate revenue, are excluded from segment revenue, but included in total revenue on the condensed consolidated statements of comprehensive income. Amounts included in Corporate revenue may include eliminations, adjustments to reserves and impacts from hedged revenue transactions. |
Revenue - Narrative (Details)
Revenue - Narrative (Details) $ in Millions | 3 Months Ended |
Mar. 31, 2023 USD ($) | |
Disaggregation Of Revenue [Line Items] | |
Contract with Customer, Performance Obligation Satisfied in Previous Period | $ 4 |
Dec 31, 2022 [Member] | |
Disaggregation Of Revenue [Line Items] | |
Contract with Customer, Liability, Revenue Recognized | $ 327 |
Revenue - Schedule of Revenue b
Revenue - Schedule of Revenue by Geography (Detail) - USD ($) $ in Millions | 3 Months Ended | ||
Mar. 31, 2023 | Mar. 31, 2022 | ||
Disaggregation Of Revenue [Line Items] | |||
Revenue from Contract with Customer, Excluding Assessed Tax | $ 2,203 | $ 2,150 | |
Service | |||
Disaggregation Of Revenue [Line Items] | |||
Revenue from Contract with Customer, Excluding Assessed Tax | 2,175 | 2,132 | |
Operating Segments [Member] | Service | |||
Disaggregation Of Revenue [Line Items] | |||
Revenue from Contract with Customer, Excluding Assessed Tax | 2,175 | 2,132 | |
Corporate, Non-Segment | |||
Disaggregation Of Revenue [Line Items] | |||
Revenue from Contract with Customer, Excluding Assessed Tax | [1] | 19 | 8 |
Corporate, Non-Segment | Service | |||
Disaggregation Of Revenue [Line Items] | |||
Revenue from Contract with Customer, Excluding Assessed Tax | [1] | 9 | 6 |
HWC [Member] | |||
Disaggregation Of Revenue [Line Items] | |||
Revenue from Contract with Customer, Excluding Assessed Tax | 1,296 | 1,251 | |
HWC [Member] | Service | |||
Disaggregation Of Revenue [Line Items] | |||
Revenue from Contract with Customer, Excluding Assessed Tax | 1,281 | 1,238 | |
HWC [Member] | Operating Segments [Member] | Service | |||
Disaggregation Of Revenue [Line Items] | |||
Revenue from Contract with Customer, Excluding Assessed Tax | 1,281 | 1,238 | |
R&B [Member] | |||
Disaggregation Of Revenue [Line Items] | |||
Revenue from Contract with Customer, Excluding Assessed Tax | 888 | 891 | |
R&B [Member] | Service | |||
Disaggregation Of Revenue [Line Items] | |||
Revenue from Contract with Customer, Excluding Assessed Tax | 885 | 888 | |
R&B [Member] | Operating Segments [Member] | Service | |||
Disaggregation Of Revenue [Line Items] | |||
Revenue from Contract with Customer, Excluding Assessed Tax | 885 | 888 | |
North America [Member] | Operating Segments [Member] | Service | |||
Disaggregation Of Revenue [Line Items] | |||
Revenue from Contract with Customer, Excluding Assessed Tax | 1,115 | 1,058 | |
North America [Member] | Corporate, Non-Segment | Service | |||
Disaggregation Of Revenue [Line Items] | |||
Revenue from Contract with Customer, Excluding Assessed Tax | 1 | 2 | |
North America [Member] | HWC [Member] | Operating Segments [Member] | Service | |||
Disaggregation Of Revenue [Line Items] | |||
Revenue from Contract with Customer, Excluding Assessed Tax | 823 | 779 | |
North America [Member] | R&B [Member] | Operating Segments [Member] | Service | |||
Disaggregation Of Revenue [Line Items] | |||
Revenue from Contract with Customer, Excluding Assessed Tax | 291 | 277 | |
Europe [Member] | Operating Segments [Member] | Service | |||
Disaggregation Of Revenue [Line Items] | |||
Revenue from Contract with Customer, Excluding Assessed Tax | 824 | 837 | |
Europe [Member] | Corporate, Non-Segment | Service | |||
Disaggregation Of Revenue [Line Items] | |||
Revenue from Contract with Customer, Excluding Assessed Tax | 7 | 4 | |
Europe [Member] | HWC [Member] | Operating Segments [Member] | Service | |||
Disaggregation Of Revenue [Line Items] | |||
Revenue from Contract with Customer, Excluding Assessed Tax | 346 | 353 | |
Europe [Member] | R&B [Member] | Operating Segments [Member] | Service | |||
Disaggregation Of Revenue [Line Items] | |||
Revenue from Contract with Customer, Excluding Assessed Tax | 471 | 480 | |
International [Member] | Operating Segments [Member] | Service | |||
Disaggregation Of Revenue [Line Items] | |||
Revenue from Contract with Customer, Excluding Assessed Tax | 236 | 237 | |
International [Member] | Corporate, Non-Segment | Service | |||
Disaggregation Of Revenue [Line Items] | |||
Revenue from Contract with Customer, Excluding Assessed Tax | 1 | 0 | |
International [Member] | HWC [Member] | Operating Segments [Member] | Service | |||
Disaggregation Of Revenue [Line Items] | |||
Revenue from Contract with Customer, Excluding Assessed Tax | 112 | 106 | |
International [Member] | R&B [Member] | Operating Segments [Member] | Service | |||
Disaggregation Of Revenue [Line Items] | |||
Revenue from Contract with Customer, Excluding Assessed Tax | $ 123 | $ 131 | |
[1] Reimbursable expenses and other, as well as Corporate revenue, are excluded from segment revenue, but included in total revenue on the condensed consolidated statements of comprehensive income. Amounts included in Corporate revenue may include eliminations, adjustments to reserves and impacts from hedged revenue transactions. |
Revenue - Schedule of Contract
Revenue - Schedule of Contract Balances (Details) - USD ($) $ in Millions | Mar. 31, 2023 | Dec. 31, 2022 |
Revenue from Contract with Customer [Abstract] | ||
Billed Receivable, Current | $ 1,412 | $ 1,464 |
Unbilled Receivable, Current | 494 | 457 |
Contract asset, Current | 355 | 466 |
Accounts receivable, net | 2,261 | 2,387 |
Non-current accounts receivable, net | 7 | 9 |
Contract asset, Noncurrent | 787 | 745 |
Deferred revenue | $ 684 | $ 646 |
Revenue - Schedule of Contrac_2
Revenue - Schedule of Contract Balances (Parenthetical) (Details) - USD ($) $ in Millions | Mar. 31, 2023 | Dec. 31, 2022 |
Revenue from Contract with Customer [Abstract] | ||
Allowance for doubtful debts | $ 44 | $ 46 |
Revenue - Schedule of Remaining
Revenue - Schedule of Remaining Performance Obligations (Details) $ in Millions | Mar. 31, 2023 USD ($) |
Revenue Remaining Performance Obligation Expected Timing Of Satisfaction [Line Items] | |
Revenue, Remaining Performance Obligation | $ 1,728 |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date: 2023-04-01 | |
Revenue Remaining Performance Obligation Expected Timing Of Satisfaction [Line Items] | |
Revenue, Remaining Performance Obligation | $ 589 |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Period | 1 year |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date: 2024-01-01 | |
Revenue Remaining Performance Obligation Expected Timing Of Satisfaction [Line Items] | |
Revenue, Remaining Performance Obligation | $ 514 |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Period | 1 year |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date: 2025-01-01 | |
Revenue Remaining Performance Obligation Expected Timing Of Satisfaction [Line Items] | |
Revenue, Remaining Performance Obligation | $ 625 |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Period | 1 year |
Revenue - Schedule of Remaini_2
Revenue - Schedule of Remaining Performance Obligations (Details1) $ in Millions | Mar. 31, 2023 USD ($) |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items] | |
Revenue, Remaining Performance Obligation | $ 1,728 |
Segment Information - Narrative
Segment Information - Narrative (Details) | 3 Months Ended |
Mar. 31, 2023 Segment | |
Segment Reporting [Abstract] | |
Number of reportable segments | 2 |
Segment Information - Revenue (
Segment Information - Revenue (Net of Reimbursable Expenses) of the Reported Segments (Details) - USD ($) $ in Millions | 3 Months Ended | |
Mar. 31, 2023 | Mar. 31, 2022 | |
Segment Reporting Information [Line Items] | ||
Revenues | $ 2,244 | $ 2,160 |
Income from operations | 285 | 179 |
HWC [Member] | ||
Segment Reporting Information [Line Items] | ||
Revenues | 1,302 | 1,257 |
R&B [Member] | ||
Segment Reporting Information [Line Items] | ||
Revenues | 907 | 894 |
Operating Segments [Member] | ||
Segment Reporting Information [Line Items] | ||
Revenues | 2,191 | 2,135 |
Income from operations | 489 | 449 |
Operating Segments [Member] | HWC [Member] | ||
Segment Reporting Information [Line Items] | ||
Revenues | 1,287 | 1,244 |
Income from operations | 309 | 257 |
Operating Segments [Member] | R&B [Member] | ||
Segment Reporting Information [Line Items] | ||
Revenues | 904 | 891 |
Income from operations | $ 180 | $ 192 |
Segment Information - Reconcili
Segment Information - Reconciliation of Information Reported by Segment to Condensed Consolidated Statement of Comprehensive Income Amounts (Details) - USD ($) $ in Millions | 3 Months Ended | ||
Mar. 31, 2023 | Mar. 31, 2022 | ||
Revenue: | |||
Revenue | $ 2,244 | $ 2,160 | |
Income/(loss) from operations | 285 | 179 | |
Impairment | 0 | (81) | |
Amortization | (71) | (85) | |
Restructuring costs | (3) | (6) | |
Interest expense | (54) | (49) | |
Other income, net | 25 | 27 | |
Income from continuing operations before income taxes | 256 | 157 | |
Operating Segments [Member] | |||
Revenue: | |||
Revenue | 2,191 | 2,135 | |
Income/(loss) from operations | 489 | 449 | |
Segment Reconciling Items [Member] | |||
Revenue: | |||
Revenue | 53 | 25 | |
Income/(loss) from operations | 285 | 179 | |
Impairment | [1] | 0 | (81) |
Amortization | (71) | (85) | |
Restructuring costs | (3) | (6) | |
Transaction and transformation | [2] | (59) | (20) |
Unallocated, net | [3] | (71) | (78) |
Interest expense | (54) | (49) | |
Other income, net | $ 25 | $ 27 | |
[1] Represents the impairment related to the net assets of our Russian business that are held outside of our Russian entities (see Note 3 — Acquisitions and Divestitures for further information). (ii) See Note 6 — Restructuring Costs for the composition of costs for 2023 and 2022. In 2023 and 2022, in addition to legal fees and other transaction costs, includes primarily consulting fees related to the Transformation program (see Note 6 — Restructuring Costs). Includes certain costs, primarily related to corporate functions which are not directly related to the segments, and certain differences between budgeted expenses determined at the beginning of the year and actual expenses that we report for U.S. GAAP purposes. |
Restructuring Costs - Narrative
Restructuring Costs - Narrative (Details) - USD ($) $ in Millions | 3 Months Ended | ||
Mar. 31, 2023 | Sep. 30, 2022 | Mar. 31, 2022 | |
Restructuring Cost and Reserve [Line Items] | |||
Transaction and transformation | $ 59 | $ 20 | |
Transformation Program [Member] | |||
Restructuring Cost and Reserve [Line Items] | |||
Restructuring, description | the Company initiated a three-year ‘Transformation program’ designed to enhance operations, optimize technology and align its real estate footprint to its new ways of working | ||
Restructuring, Expected future effects | $ 900 | ||
Transaction and transformation | $ 45 | $ 5 | |
Transformation Program [Member] | Projected Annual Cost Savings by End of 2024 [Member] | |||
Restructuring Cost and Reserve [Line Items] | |||
Annual cost savings of program | 360 | ||
Transformation Program [Member] | Cumulative Costs [Member] | |||
Restructuring Cost and Reserve [Line Items] | |||
Restructuring, Expected future effects | 630 | ||
Transformation Program [Member] | Capital Expenditures [Member] | |||
Restructuring Cost and Reserve [Line Items] | |||
Restructuring, Expected future effects | $ 270 |
Restructuring Costs - Summary o
Restructuring Costs - Summary of Total Restructuring Costs (Details) - Transformation Program [Member] - USD ($) $ in Millions | 3 Months Ended | 12 Months Ended | 18 Months Ended | |
Mar. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | Mar. 31, 2023 | |
Restructuring Cost and Reserve [Line Items] | ||||
Total | $ 128 | |||
Real Estate Rationalization [Member] | ||||
Restructuring Cost and Reserve [Line Items] | ||||
Total | $ 3 | $ 79 | $ 19 | 101 |
Technology Modernization [Member] | ||||
Restructuring Cost and Reserve [Line Items] | ||||
Total | 19 | 5 | 24 | |
Process optimization [Member] | ||||
Restructuring Cost and Reserve [Line Items] | ||||
Total | 1 | 1 | ||
Other [Member] | ||||
Restructuring Cost and Reserve [Line Items] | ||||
Total | 2 | 2 | ||
Corporate, Non-Segment | ||||
Restructuring Cost and Reserve [Line Items] | ||||
Total | 119 | |||
Corporate, Non-Segment | Real Estate Rationalization [Member] | ||||
Restructuring Cost and Reserve [Line Items] | ||||
Total | $ 3 | 79 | 19 | 101 |
Corporate, Non-Segment | Technology Modernization [Member] | ||||
Restructuring Cost and Reserve [Line Items] | ||||
Total | 16 | 16 | ||
Corporate, Non-Segment | Other [Member] | ||||
Restructuring Cost and Reserve [Line Items] | ||||
Total | 2 | 2 | ||
HWC [Member] | ||||
Restructuring Cost and Reserve [Line Items] | ||||
Total | 1 | |||
HWC [Member] | Process optimization [Member] | ||||
Restructuring Cost and Reserve [Line Items] | ||||
Total | 1 | 1 | ||
R&B [Member] | ||||
Restructuring Cost and Reserve [Line Items] | ||||
Total | 8 | |||
R&B [Member] | Technology Modernization [Member] | ||||
Restructuring Cost and Reserve [Line Items] | ||||
Total | $ 3 | $ 5 | $ 8 |
Restructuring Costs - Rollforwa
Restructuring Costs - Rollforward of Liability Associated with Cash-based Charges (Details) - USD ($) $ in Millions | 3 Months Ended | 12 Months Ended | ||
Mar. 31, 2023 | Mar. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2022 | |
Restructuring Cost and Reserve [Line Items] | ||||
Charges incurred | $ 3 | $ 6 | ||
Transformation Program [Member] | ||||
Restructuring Cost and Reserve [Line Items] | ||||
Beginning Balance | 6 | 1 | $ 0 | $ 1 |
Charges incurred | 1 | 2 | 28 | |
Cash payments | (5) | (1) | (23) | |
Ending Balance | 2 | 1 | 6 | |
Transformation Program [Member] | Real Estate Rationalization [Member] | ||||
Restructuring Cost and Reserve [Line Items] | ||||
Beginning Balance | 6 | |||
Charges incurred | 1 | 27 | ||
Cash payments | (5) | (21) | ||
Ending Balance | 2 | 6 | ||
Transformation Program [Member] | Process optimization [Member] | ||||
Restructuring Cost and Reserve [Line Items] | ||||
Charges incurred | 1 | |||
Cash payments | (1) | |||
Transformation Program [Member] | Other [Member] | ||||
Restructuring Cost and Reserve [Line Items] | ||||
Beginning Balance | $ 1 | 0 | 1 | |
Charges incurred | 2 | |||
Cash payments | (1) | $ (1) | ||
Ending Balance | $ 0 | $ 1 |
Income Taxes - Narrative (Detai
Income Taxes - Narrative (Details) - USD ($) $ in Millions | 3 Months Ended | |
Mar. 31, 2023 | Mar. 31, 2022 | |
Operating Loss Carryforwards [Line Items] | ||
Provision for income taxes | $ (50) | $ (43) |
Effective tax rate | 19.50% | 27.50% |
Liabilities for uncertain tax positions | $ 39 | |
Minimum [Member] | ||
Operating Loss Carryforwards [Line Items] | ||
Expected decrease in liability for uncertain tax position | 2 | |
Maximum [Member] | ||
Operating Loss Carryforwards [Line Items] | ||
Expected decrease in liability for uncertain tax position | $ 3 |
Goodwill and Other Intangible_3
Goodwill and Other Intangible Assets - Components of Goodwill (Details) $ in Millions | 3 Months Ended |
Mar. 31, 2023 USD ($) | |
Goodwill [Roll Forward] | |
Goodwill, gross, beginning balance | $ 10,665 |
Accumulated impairment losses, beginning balance | (492) |
Goodwill, net, beginning balance | 10,173 |
Foreign exchange | (20) |
Goodwill, gross, ending balance | 10,685 |
Accumulated impairment losses, ending balance | (492) |
Goodwill, net, ending balance | 10,193 |
HWC [Member] | |
Goodwill [Roll Forward] | |
Goodwill, gross, beginning balance | 7,870 |
Accumulated impairment losses, beginning balance | (130) |
Goodwill, net, beginning balance | 7,740 |
Foreign exchange | (8) |
Goodwill, gross, ending balance | 7,878 |
Accumulated impairment losses, ending balance | (130) |
Goodwill, net, ending balance | 7,748 |
R&B [Member] | |
Goodwill [Roll Forward] | |
Goodwill, gross, beginning balance | 2,795 |
Accumulated impairment losses, beginning balance | (362) |
Goodwill, net, beginning balance | 2,433 |
Foreign exchange | (12) |
Goodwill, gross, ending balance | 2,807 |
Accumulated impairment losses, ending balance | (362) |
Goodwill, net, ending balance | $ 2,445 |
Goodwill and Other Intangible_4
Goodwill and Other Intangible Assets - Changes in the Net Carrying Amount of the Components of Finite-Lived Intangible Assets (Details) - USD ($) $ in Millions | 3 Months Ended | ||
Mar. 31, 2023 | Mar. 31, 2022 | Dec. 31, 2022 | |
Finite-lived Intangible Assets [Roll Forward] | |||
Finite-lived intangible assets, gross carrying amount | $ 5,649 | $ 5,621 | |
Finite-lived intangible assets, accumulated amortization | (3,437) | (3,348) | |
Finite-lived intangible assets, net amount | 2,212 | 2,273 | |
Intangible assets acquired | 4 | ||
Amortization | (71) | $ (85) | |
Foreign exchange | (6) | ||
Client relationships [Member] | |||
Finite-lived Intangible Assets [Roll Forward] | |||
Finite-lived intangible assets, gross carrying amount | 3,781 | 3,760 | |
Finite-lived intangible assets, accumulated amortization | (2,347) | (2,282) | |
Finite-lived intangible assets, net amount | 1,434 | 1,478 | |
Intangible assets acquired | 4 | ||
Amortization | (54) | ||
Foreign exchange | (6) | ||
Software [Member] | |||
Finite-lived Intangible Assets [Roll Forward] | |||
Finite-lived intangible assets, gross carrying amount | 730 | 725 | |
Finite-lived intangible assets, accumulated amortization | (721) | (712) | |
Finite-lived intangible assets, net amount | 9 | 13 | |
Intangible assets acquired | 0 | ||
Amortization | (4) | ||
Foreign exchange | 0 | ||
Trademark and trade name [Member] | |||
Finite-lived Intangible Assets [Roll Forward] | |||
Finite-lived intangible assets, gross carrying amount | 1,038 | 1,038 | |
Finite-lived intangible assets, accumulated amortization | (309) | (298) | |
Finite-lived intangible assets, net amount | 729 | 740 | |
Intangible assets acquired | 0 | ||
Amortization | (11) | ||
Foreign exchange | 0 | ||
Other [Member] | |||
Finite-lived Intangible Assets [Roll Forward] | |||
Finite-lived intangible assets, gross carrying amount | 100 | 98 | |
Finite-lived intangible assets, accumulated amortization | (60) | (56) | |
Finite-lived intangible assets, net amount | 40 | $ 42 | |
Intangible assets acquired | 0 | ||
Amortization | (2) | ||
Foreign exchange | $ 0 |
Goodwill and Other Intangible_5
Goodwill and Other Intangible Assets - Narrative (Details) | 3 Months Ended |
Mar. 31, 2023 | |
Finite-lived Intangible Assets [Roll Forward] | |
Weighted average remaining life of amortizable intangible assets | 12 years 2 months 12 days |
Goodwill and Other Intangible_6
Goodwill and Other Intangible Assets - Schedule of Future Estimated Amortization Expense for Amortizable Intangible Assets (Details) - USD ($) $ in Millions | Mar. 31, 2023 | Dec. 31, 2022 |
Finite-Lived Intangible Assets, Amortization Expense, Maturity Schedule [Abstract] | ||
Remainder of 2023 | $ 194 | |
2024 | 231 | |
2025 | 211 | |
2026 | 202 | |
2027 | 198 | |
Thereafter | 1,176 | |
Total | $ 2,212 | $ 2,273 |
Derivative Financial Instrume_3
Derivative Financial Instruments - Narrative (Details) - USD ($) $ in Millions | 3 Months Ended | |
Mar. 31, 2023 | Dec. 31, 2022 | |
Derivative [Line Items] | ||
Gains/losses on derivatives to be reclassified within the next twelve months | $ 1 | |
Maximum [Member] | ||
Derivative [Line Items] | ||
Longest outstanding maturity | 1 year 8 months 12 days | |
Not Designated as Hedging Instrument [Member] | Foreign exchange contracts [Member] | ||
Derivative [Line Items] | ||
Derivative, notional amount | $ 1,200 | $ 1,700 |
Derivative assets, fair value | 7 | 24 |
Cash Flow Hedging [Member] | Designated as Hedging Instrument [Member] | Foreign exchange contracts [Member] | ||
Derivative [Line Items] | ||
Derivative, notional amount | $ 123 | $ 134 |
Derivative Liability, Statement of Financial Position [Extensible Enumeration] | Other Liabilities, Noncurrent | Other Liabilities, Noncurrent |
Derivative liability, fair value | $ 1 | $ 3 |
Derivative Financial Instrume_4
Derivative Financial Instruments - Schedule of Derivative Instruments Designated As Hedging Instrument Effect on Condensed Consolidated Statements of Comprehensive Income (Details) - Cash Flow Hedging [Member] - Designated as Hedging Instrument [Member] - Foreign exchange contracts [Member] - USD ($) $ in Millions | 3 Months Ended | |
Mar. 31, 2023 | Mar. 31, 2022 | |
Derivative [Line Items] | ||
Gain/(loss) recognized in OCI (effective element) | $ 1 | $ (1) |
(Loss)/gain reclassified from Accumulated OCL into income (effective element) | $ (1) | $ 2 |
Revenue [Member] | ||
Derivative [Line Items] | ||
Derivative Instrument, Gain (Loss) Reclassified from AOCI into Income, Effective Portion, Statement of Income or Comprehensive Income [Extensible Enumeration] | Revenues | Revenues |
(Loss)/gain reclassified from Accumulated OCL into income (effective element) | $ 0 | $ 0 |
Salaries and Benefits [Member] | ||
Derivative [Line Items] | ||
Derivative Instrument, Gain (Loss) Reclassified from AOCI into Income, Effective Portion, Statement of Income or Comprehensive Income [Extensible Enumeration] | Labor and Related Expense | Labor and Related Expense |
(Loss)/gain reclassified from Accumulated OCL into income (effective element) | $ (1) | $ 2 |
Derivative Financial Instrume_5
Derivative Financial Instruments - Schedule of Derivative Instruments, Effect on Condensed Consolidated Statements of Comprehensive Income (Details) - USD ($) $ in Millions | 3 Months Ended | |
Mar. 31, 2023 | Mar. 31, 2022 | |
Other income, net [Member] | Not Designated as Hedging Instrument [Member] | Foreign exchange contracts [Member] | ||
Derivative [Line Items] | ||
Loss recognized in income | $ 8 | $ (6) |
Debt - Schedule of Current and
Debt - Schedule of Current and Long-term Debt (Details) - USD ($) | 3 Months Ended | 12 Months Ended |
Mar. 31, 2023 | Dec. 31, 2022 | |
Debt Instrument [Line Items] | ||
Current debt | $ 250,000,000 | $ 250,000,000 |
Long-term debt, excluding current maturities | 4,472,000,000 | 4,471,000,000 |
Revolving15 Billion Dollar Credit Facility Member | Revolving Credit Facility [Member] | ||
Debt Instrument [Line Items] | ||
Maximum borrowing capacity | 1,500,000,000 | |
4.625% senior notes due 2023 [Member] | ||
Debt Instrument [Line Items] | ||
Current debt | $ 250,000,000 | $ 250,000,000 |
Stated interest rate | 4.625% | 4.625% |
Debt instrument maturity year | 2023 | 2023 |
3.600% senior notes due 2024 [Member] | ||
Debt Instrument [Line Items] | ||
Stated interest rate | 3.60% | 3.60% |
Debt instrument maturity year | 2024 | 2024 |
Long-term debt, excluding current maturities | $ 649,000,000 | $ 649,000,000 |
4.400% senior notes due 2026 [Member] | ||
Debt Instrument [Line Items] | ||
Stated interest rate | 4.40% | 4.40% |
Debt instrument maturity year | 2026 | 2026 |
Long-term debt, excluding current maturities | $ 547,000,000 | $ 547,000,000 |
4.650% senior notes due 2027 [ Member] | ||
Debt Instrument [Line Items] | ||
Stated interest rate | 4.65% | 4.65% |
Debt instrument maturity year | 2027 | 2027 |
Long-term debt, excluding current maturities | $ 744,000,000 | $ 744,000,000 |
4.500% senior notes due 2028 [Member] | ||
Debt Instrument [Line Items] | ||
Stated interest rate | 4.50% | 4.50% |
Debt instrument maturity year | 2028 | 2028 |
Long-term debt, excluding current maturities | $ 597,000,000 | $ 597,000,000 |
2.950% senior notes due 2029 [Member] | ||
Debt Instrument [Line Items] | ||
Stated interest rate | 2.95% | 2.95% |
Debt instrument maturity year | 2029 | 2029 |
Long-term debt, excluding current maturities | $ 726,000,000 | $ 726,000,000 |
6.125% senior notes due 2043 [Member] | ||
Debt Instrument [Line Items] | ||
Stated interest rate | 6.125% | 6.125% |
Debt instrument maturity year | 2043 | 2043 |
Long-term debt, excluding current maturities | $ 272,000,000 | $ 271,000,000 |
5.050% senior notes due 2048 [Member] | ||
Debt Instrument [Line Items] | ||
Stated interest rate | 5.05% | 5.05% |
Debt instrument maturity year | 2048 | 2048 |
Long-term debt, excluding current maturities | $ 395,000,000 | $ 395,000,000 |
3.875% senior notes due 2049 [Member] | ||
Debt Instrument [Line Items] | ||
Stated interest rate | 3.875% | 3.875% |
Debt instrument maturity year | 2049 | 2049 |
Long-term debt, excluding current maturities | $ 542,000,000 | $ 542,000,000 |
Fair Value Measurements - Sched
Fair Value Measurements - Schedule of Assets and Liabilities Measured at Fair Value on Recurring Basis (Details) $ in Millions | Mar. 31, 2023 USD ($) | Dec. 31, 2022 USD ($) | |
Contingent consideration [Member] | Fair Value Inputs, Discount Rate [Member] | |||
Liabilities: | |||
Fair value inputs, weighted-average discount rate | 0.1004 | 0.1026 | |
Contingent consideration [Member] | Fair Value Inputs, Discount Rate [Member] | Minimum [Member] | |||
Liabilities: | |||
Fair value inputs, weighted-average discount rate | 0.0353 | ||
Contingent consideration [Member] | Fair Value Inputs, Discount Rate [Member] | Maximum [Member] | |||
Liabilities: | |||
Fair value inputs, weighted-average discount rate | 0.1380 | ||
Recurring [Member] | |||
Assets: | |||
Mutual funds / exchange traded funds | $ 8 | $ 7 | |
Derivative financial instruments | [1] | 9 | 26 |
Liabilities: | |||
Contingent consideration | [2],[3] | 44 | 40 |
Derivative financial instruments | [1] | 2 | 5 |
Recurring [Member] | Fiduciary Assets [Member] | |||
Assets: | |||
Mutual funds / exchange traded funds | 163 | 142 | |
Recurring [Member] | Level 1 [Member] | |||
Assets: | |||
Mutual funds / exchange traded funds | 8 | 7 | |
Derivative financial instruments | [1] | 0 | 0 |
Liabilities: | |||
Contingent consideration | [2],[3] | 0 | 0 |
Derivative financial instruments | [1] | 0 | 0 |
Recurring [Member] | Level 1 [Member] | Fiduciary Assets [Member] | |||
Assets: | |||
Mutual funds / exchange traded funds | 163 | 142 | |
Recurring [Member] | Level 2 [Member] | |||
Assets: | |||
Mutual funds / exchange traded funds | 0 | 0 | |
Derivative financial instruments | [1] | 9 | 26 |
Liabilities: | |||
Contingent consideration | [2],[3] | 0 | 0 |
Derivative financial instruments | [1] | 2 | 5 |
Recurring [Member] | Level 2 [Member] | Fiduciary Assets [Member] | |||
Assets: | |||
Mutual funds / exchange traded funds | 0 | 0 | |
Recurring [Member] | Level 3 [Member] | |||
Assets: | |||
Mutual funds / exchange traded funds | 0 | 0 | |
Derivative financial instruments | [1] | 0 | 0 |
Liabilities: | |||
Contingent consideration | [2],[3] | 44 | 40 |
Derivative financial instruments | [1] | 0 | 0 |
Recurring [Member] | Level 3 [Member] | Fiduciary Assets [Member] | |||
Assets: | |||
Mutual funds / exchange traded funds | $ 0 | $ 0 | |
[1] See Note 9 — Derivative Financial Instruments for further information on our derivative investments. Consideration due to be paid across multiple years until 2027. Probability weightings are based on our knowledge of the past and planned performance of the acquired entity to which the contingent consideration applies. The fair value weighted-average discount rates used in our material contingent consideration calculations were 10.04 % and 10.26 % at March 31, 2023 and December 31, 2022, respectively. The range of these discount rates was 3.53 % - 13.80 % at March 31, 2023. Using different probability weightings and discount rates could result in an increase or decrease of the contingent consideration payable. |
Fair Value Measurements - Fair
Fair Value Measurements - Fair Value Liabilities Measured Using Significant Unobservable Inputs Level 3 (Details) $ in Millions | 3 Months Ended | |
Mar. 31, 2023 USD ($) | ||
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward] | ||
Balance as of beginning of period | $ 40 | |
Obligations assumed | 0 | |
Payments | 0 | |
Realized and unrealized losses | $ 4 | [1] |
Fair Value, Liability, Recurring Basis, Unobservable Input Reconciliation, Gain (Loss), Statement of Income or Comprehensive Income [Extensible Enumeration] | Other Cost and Expense, Operating | |
Foreign exchange | $ 0 | |
Fair Value, Liability, Recurring Basis, Unobservable Input Reconciliation, Liability, Gain (Loss), Statement of Other Comprehensive Income or Comprehensive Income [Extensible Enumeration] | Other Cost and Expense, Operating | |
Balance as of end of period | $ 44 | |
[1] Realized and unrealized losses include accretion and adjustments to contingent consideration liabilities, which are included within Interest expense and Other operating expenses, respectively, on the condensed consolidated statements of comprehensive income. |
Fair Value Measurements - Narra
Fair Value Measurements - Narrative (Details) | 3 Months Ended |
Mar. 31, 2023 USD ($) | |
Fair Value Disclosures [Abstract] | |
Fair value significant transfers to or from Level 3 | $ 0 |
Fair Value Measurements - Sch_2
Fair Value Measurements - Schedule of Liabilities Whose Carrying Values Differ From the Fair Value and are Not Measured on a Recurring Basis (Details) - USD ($) $ in Millions | Mar. 31, 2023 | Dec. 31, 2022 |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Current debt | $ 250 | $ 250 |
Long-term debt | 4,472 | 4,471 |
Carrying Value [Member] | Nonrecurring [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Long-term note receivable | 70 | 68 |
Current debt | 250 | 250 |
Long-term debt | 4,472 | 4,471 |
Fair Value [Member] | Nonrecurring [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Long-term note receivable | 64 | 63 |
Current debt | 249 | 248 |
Long-term debt | $ 4,175 | $ 4,069 |
Retirement Benefits - Narrative
Retirement Benefits - Narrative (Details) - USD ($) $ in Millions | 3 Months Ended | |
Mar. 31, 2023 | Mar. 31, 2022 | |
Compensation and Retirement Disclosure [Line Items] | ||
Portion of pension and OPEB obligation attributed to disclosed plans (as a percent) | 98% | |
Defined contribution plan, employer contribution | $ 40 | $ 42 |
Pension Plan [Member] | United States [Member] | ||
Compensation and Retirement Disclosure [Line Items] | ||
Defined benefit pension plans, employer contributions | 0 | |
Defined benefit plan, estimated future employer additional contributions, remainder of fiscal year | 0 | |
Pension Plan [Member] | United Kingdom [Member] | ||
Compensation and Retirement Disclosure [Line Items] | ||
Defined benefit pension plans, employer contributions | 7 | |
Defined benefit plan, estimated future employer additional contributions, remainder of fiscal year | 24 | |
Pension Plan [Member] | Other Foreign Plans [Member] | ||
Compensation and Retirement Disclosure [Line Items] | ||
Defined benefit pension plans, employer contributions | 13 | |
Defined benefit plan, estimated future employer additional contributions, remainder of fiscal year | $ 10 |
Retirement Benefits - Net Perio
Retirement Benefits - Net Periodic Benefit Cost (Details) - Pension Plan [Member] - USD ($) $ in Millions | 3 Months Ended | |
Mar. 31, 2023 | Mar. 31, 2022 | |
United States [Member] | ||
Defined Benefit Plan Disclosure [Line Items] | ||
Service cost | $ 14 | $ 19 |
Interest cost | 49 | 29 |
Expected return on plan assets | (76) | (83) |
Amortization of net loss | 3 | 4 |
Amortization of prior service credit | 0 | 0 |
Net periodic benefit (income)/cost | (10) | (31) |
United Kingdom [Member] | ||
Defined Benefit Plan Disclosure [Line Items] | ||
Service cost | 1 | 3 |
Interest cost | 29 | 19 |
Expected return on plan assets | (39) | (39) |
Amortization of net loss | 12 | 8 |
Amortization of prior service credit | (3) | (3) |
Net periodic benefit (income)/cost | 0 | (12) |
Other Foreign Plans [Member] | ||
Defined Benefit Plan Disclosure [Line Items] | ||
Service cost | 3 | 6 |
Interest cost | 7 | 4 |
Expected return on plan assets | (9) | (10) |
Amortization of net loss | 0 | 1 |
Amortization of prior service credit | 0 | 0 |
Net periodic benefit (income)/cost | $ 1 | $ 1 |
Leases - Schedule of Lease Cost
Leases - Schedule of Lease Costs Recorded in Condensed Consolidated Statements of Comprehensive Income (Details) - USD ($) $ in Millions | 3 Months Ended | |
Mar. 31, 2023 | Mar. 31, 2022 | |
Finance lease cost: | ||
Interest on lease liabilities | $ 1 | $ 1 |
Operating lease cost | 34 | 39 |
Variable lease cost | 12 | 18 |
Sublease income | (3) | (4) |
Total lease cost, net | $ 44 | $ 54 |
Leases - Narrative (Details)
Leases - Narrative (Details) - USD ($) $ in Millions | 3 Months Ended | |
Mar. 31, 2023 | Mar. 31, 2022 | |
Lessee, Lease, Description [Line Items] | ||
Lease Cost | $ 44 | $ 54 |
Restructuring Charges [Member] | ||
Lessee, Lease, Description [Line Items] | ||
Lease Cost | $ 1 | $ 5 |
Supplementary Information for_3
Supplementary Information for Certain Balance Sheet Accounts - Prepaid and Other Current Assets (Details) - USD ($) $ in Millions | Mar. 31, 2023 | Dec. 31, 2022 |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | ||
Prepayments and accrued income | $ 124 | $ 132 |
Deferred contract costs | 67 | 71 |
Derivatives and investments | 7 | 43 |
Deferred compensation plan assets | 11 | 16 |
Corporate income and other taxes | 77 | 89 |
Acquired renewal commissions receivable | 8 | 9 |
Other current assets | 43 | 54 |
Total prepaid and other current assets | $ 337 | $ 414 |
Supplementary Information for_4
Supplementary Information for Certain Balance Sheet Accounts - Deferred Revenue and Accrued Expenses (Details) - USD ($) $ in Millions | Mar. 31, 2023 | Dec. 31, 2022 |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | ||
Accounts payable, accrued liabilities and deferred revenue | $ 1,002 | $ 975 |
Accrued discretionary and incentive compensation | 251 | 708 |
Accrued vacation | 168 | 142 |
Other employee-related liabilities | 64 | 90 |
Total deferred revenue and accrued expenses | $ 1,485 | $ 1,915 |
Supplementary Information for_5
Supplementary Information for Certain Balance Sheet Accounts - Other Current Liabilities (Details) - USD ($) $ in Millions | Mar. 31, 2023 | Dec. 31, 2022 |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | ||
Dividends payable | $ 104 | $ 102 |
Income taxes payable | 82 | 83 |
Interest payable | 28 | 49 |
Deferred compensation plan liabilities | 11 | 14 |
Contingent and deferred consideration on acquisitions | 15 | 17 |
Accrued retirement benefits | 32 | 32 |
Payroll and other benefits-related liabilities | 321 | 225 |
Derivatives | 2 | 4 |
Third-party commissions | 167 | 124 |
Other current liabilities | 52 | 66 |
Total other current liabilities | $ 814 | $ 716 |
Supplementary Information for_6
Supplementary Information for Certain Balance Sheet Accounts - Provision For Liabilities (Details) - USD ($) $ in Millions | Mar. 31, 2023 | Dec. 31, 2022 |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | ||
Claims, lawsuits and other proceedings | $ 299 | $ 296 |
Other provisions | 67 | 61 |
Total provision for liabilities | $ 366 | $ 357 |
Supplementary Information for_7
Supplementary Information for Certain Balance Sheet Accounts - Schedule of Other Non-current Liabilities (Details) - USD ($) $ in Millions | Mar. 31, 2023 | Dec. 31, 2022 |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | ||
Deferred compensation plan liability | $ 76 | $ 74 |
Contingent and deferred consideration on acquisitions | 30 | 29 |
Liabilities for uncertain tax positions | 32 | 40 |
Finance leases | 11 | 12 |
Other non-current liabilities | 51 | 66 |
Total other non-current liabilities | $ 200 | $ 221 |
Other Income, Net (Details)
Other Income, Net (Details) - USD ($) $ in Millions | 3 Months Ended | ||
Mar. 31, 2023 | Mar. 31, 2022 | ||
Other Income and Expenses [Abstract] | |||
Loss on disposal of operations | $ 0 | $ (54) | |
Net periodic pension and postretirement benefit credits | 28 | 71 | |
Interest in earnings of associates and other investments | 1 | 2 | |
Foreign exchange (loss)/gain | [1] | (5) | 6 |
Other | 1 | 2 | |
Other income, net | $ 25 | $ 27 | |
[1] Includes the offsetting effects of the Company's foreign currency hedging program. See Note 9 — Derivative Financial Instruments. |
Accumulated Other Comprehensi_3
Accumulated Other Comprehensive Loss - Schedule of Accumulated Other Comprehensive Income (Loss) (Details) - USD ($) $ in Millions | 3 Months Ended | ||
Mar. 31, 2023 | Mar. 31, 2022 | ||
AOCI Attributable to Parent, Net of Tax [Roll Forward] | |||
Stockholders' equity attributable to parent, beginning balance | $ 10,016 | ||
Stockholders' equity attributable to parent, ending balance | 10,096 | ||
Foreign currency translation [Member] | |||
AOCI Attributable to Parent, Net of Tax [Roll Forward] | |||
Stockholders' equity attributable to parent, beginning balance | [1] | (987) | $ (489) |
Other comprehensive income/ (loss) before reclassifications | [1] | 43 | (59) |
(Gain)/loss reclassified from accumulated other comprehensive loss (net of income tax) | [1] | 0 | 0 |
Net current-period other comprehensive income/(loss) | [1] | 43 | (59) |
Stockholders' equity attributable to parent, ending balance | [1] | (944) | (548) |
Derivative instruments [Member] | |||
AOCI Attributable to Parent, Net of Tax [Roll Forward] | |||
Stockholders' equity attributable to parent, beginning balance | [1] | 9 | 11 |
Other comprehensive income/ (loss) before reclassifications | [1] | 2 | (1) |
(Gain)/loss reclassified from accumulated other comprehensive loss (net of income tax) | [1] | 0 | (2) |
Net current-period other comprehensive income/(loss) | [1] | 2 | (3) |
Stockholders' equity attributable to parent, ending balance | [1] | 11 | 8 |
Defined pension and post-retirement benefit costs [Member] | |||
AOCI Attributable to Parent, Net of Tax [Roll Forward] | |||
Stockholders' equity attributable to parent, beginning balance | [2] | (1,643) | (1,708) |
Other comprehensive income/ (loss) before reclassifications | [2] | (1) | 2 |
(Gain)/loss reclassified from accumulated other comprehensive loss (net of income tax) | [2] | 9 | 4 |
Net current-period other comprehensive income/(loss) | [2] | 8 | 6 |
Stockholders' equity attributable to parent, ending balance | [2] | (1,635) | (1,702) |
Total [Member] | |||
AOCI Attributable to Parent, Net of Tax [Roll Forward] | |||
Stockholders' equity attributable to parent, beginning balance | (2,621) | (2,186) | |
Other comprehensive income/ (loss) before reclassifications | 44 | (58) | |
(Gain)/loss reclassified from accumulated other comprehensive loss (net of income tax) | 9 | 2 | |
Net current-period other comprehensive income/(loss) | 53 | (56) | |
Stockholders' equity attributable to parent, ending balance | $ (2,568) | $ (2,242) | |
[1] Reclassification adjustments from accumulated other comprehensive loss related to derivative instruments are included in Revenue and Salaries and benefits in the accompanying condensed consolidated statements of comprehensive income. See Note 9 — Derivative Financial Instruments for additional details regarding the reclassification adjustments for the derivative settlements. Reclassification adjustments from accumulated other comprehensive loss are included in the computation of net periodic pension cost (see Note 12 — Retirement Benefits). These components are included in Other income, net in the accompanying condensed consolidated statements of comprehensive income. |
Accumulated Other Comprehensi_4
Accumulated Other Comprehensive Loss - Schedule of Accumulated Other Comprehensive Income (Loss) (Parenthetical) (Details) - USD ($) $ in Millions | 3 Months Ended | |
Mar. 31, 2023 | Mar. 31, 2022 | |
AOCI Attributable to Parent, Net of Tax [Roll Forward] | ||
Reclassification from AOCI, Current Period, Tax | $ (3) | $ (3) |
Earnings Per Share - Narrative
Earnings Per Share - Narrative (Details) - shares | 3 Months Ended | |
Mar. 31, 2023 | Mar. 31, 2022 | |
Restricted share units [Member] | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Antidilutive securities excluded from computation of earnings per share | 0 | 100,000 |
Stock Options [Member] | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Antidilutive securities excluded from computation of earnings per share | 0 | 0 |
Time-based award [Member] | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Restricted share units outstanding | 400,000 | 400,000 |
Performance-Based Stock Units [Member] | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Stock options outstanding | 0 | 100,000 |
Restricted share units outstanding | 500,000 | 500,000 |
Earnings Per Share - Basic and
Earnings Per Share - Basic and Diluted Earnings Per Share (Details) - USD ($) $ / shares in Units, shares in Millions, $ in Millions | 3 Months Ended | |
Mar. 31, 2023 | Mar. 31, 2022 | |
Earnings Per Share [Abstract] | ||
Income from continuing operations | $ 206 | $ 114 |
Less: income attributable to non-controllable interests | (3) | (3) |
Income from continuing operations attributable to WTW | 203 | 111 |
Income from discontinued operations, net of tax | $ 0 | $ 11 |
Basic average number of shares outstanding (shares) | 107 | 118 |
Dilutive effect of potentially issuable shares (shares) | 1 | 0 |
Diluted average number of shares outstanding (shares) | 108 | 118 |
Basic earnings per share from continuing operations attributable to WTW | $ 1.89 | $ 0.94 |
Dilutive effect of potentially issuable shares | (0.01) | 0 |
Diluted earnings per share from continuing operations attributable to WTW | 1.88 | 0.94 |
Basic earnings per share from discontinued operations, net of tax | 0 | 0.09 |
Dilutive effect of potentially issuable shares | 0 | 0 |
Diluted earnings per share from discontinued operations, net of tax | $ 0 | $ 0.09 |
Supplemental Disclosures of C_3
Supplemental Disclosures of Cash Flow Information (Details) - USD ($) $ in Millions | 3 Months Ended | |||
Mar. 31, 2023 | Mar. 31, 2022 | Dec. 31, 2022 | ||
Supplemental disclosures of cash flow information: | ||||
Cash and cash equivalents | $ 1,135 | $ 2,198 | $ 1,262 | |
Fiduciary funds (included in fiduciary assets) | 3,227 | 2,967 | ||
Cash and cash equivalents and fiduciary funds (included in current assets held for sale) | 0 | 7 | ||
Total cash, cash equivalents and restricted cash | 4,362 | 5,172 | ||
DECREASE IN CASH, CASH EQUIVALENTS AND RESTRICTED CASH | [1] | (380) | (2,485) | |
Non-Fiduciary [Member] | ||||
Supplemental disclosures of cash flow information: | ||||
DECREASE IN CASH, CASH EQUIVALENTS AND RESTRICTED CASH | (130) | (2,274) | ||
Fiduciary [Member] | ||||
Supplemental disclosures of cash flow information: | ||||
DECREASE IN CASH, CASH EQUIVALENTS AND RESTRICTED CASH | $ (250) | $ (211) | ||
[1] The amounts of cash, cash equivalents and restricted cash, their respective classification on the condensed consolidated balance sheets as well as their respective portions of the increase or decrease in cash, cash equivalents and restricted cash for each of the periods presented have been included in Note 19 — Supplemental Disclosures of Cash Flow Information. |
Supplemental Disclosures of C_4
Supplemental Disclosures of Cash Flow Information - Narrative (Details) - USD ($) $ in Millions | Mar. 31, 2023 | Dec. 31, 2022 | Mar. 31, 2022 | Dec. 31, 2021 | |
Error Corrections and Prior Period Adjustments Restatement [Line Items] | |||||
Cash, cash equivalents and restricted cash | [1] | $ 4,362 | $ 4,721 | $ 5,172 | $ 7,691 |
[1] The amounts of cash, cash equivalents and restricted cash, their respective classification on the condensed consolidated balance sheets as well as their respective portions of the increase or decrease in cash, cash equivalents and restricted cash for each of the periods presented have been included in Note 19 — Supplemental Disclosures of Cash Flow Information. |