Document and Entity Information
Document and Entity Information - shares | 9 Months Ended | |
Sep. 30, 2017 | Nov. 01, 2017 | |
Document and Entity Information [Abstract] | ||
Entity Registrant Name | Willis Towers Watson Plc. | |
Entity Central Index Key | 1,140,536 | |
Current Fiscal Year End Date | --12-31 | |
Entity Filer Category | Large Accelerated Filer | |
Document Type | 10-Q | |
Document Period End Date | Sep. 30, 2017 | |
Document Fiscal Year Focus | 2,017 | |
Document Fiscal Period Focus | Q3 | |
Amendment Flag | false | |
Entity Common Stock, Shares Outstanding | 132,038,819 |
Condensed Consolidated Statemen
Condensed Consolidated Statements of Comprehensive Income (Unaudited) - USD ($) $ in Millions | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2017 | Sep. 30, 2016 | Sep. 30, 2017 | Sep. 30, 2016 | |
Revenues | ||||
Commissions and fees | $ 1,832 | $ 1,761 | $ 6,065 | $ 5,874 |
Interest and other income | 20 | 16 | 59 | 86 |
Total revenues | 1,852 | 1,777 | 6,124 | 5,960 |
Costs of providing services | ||||
Salaries and benefits | 1,145 | 1,119 | 3,484 | 3,519 |
Other operating expenses | 366 | 370 | 1,158 | 1,171 |
Depreciation | 54 | 45 | 151 | 132 |
Amortization | 141 | 157 | 441 | 443 |
Restructuring costs | 31 | 49 | 85 | 115 |
Transaction and integration expenses | 74 | 36 | 177 | 117 |
Total costs of providing services | 1,811 | 1,776 | 5,496 | 5,497 |
Income from operations | 41 | 1 | 628 | 463 |
Interest expense | 47 | 45 | 139 | 138 |
Other expense, net | 29 | 14 | 79 | 26 |
(LOSS)/INCOME FROM OPERATIONS BEFORE INCOME TAXES AND INTEREST IN EARNINGS OF ASSOCIATES | (35) | (58) | 410 | 299 |
Provision for/(benefit from) income taxes | 19 | (26) | 73 | 11 |
(LOSS)/INCOME FROM OPERATIONS BEFORE INTEREST IN EARNINGS OF ASSOCIATES | (54) | (32) | 337 | 288 |
Interest in earnings of associates, net of tax | 0 | 1 | 2 | 2 |
NET (LOSS)/INCOME | (54) | (31) | 339 | 290 |
Income attributable to non-controlling interests | 0 | (1) | (16) | (12) |
NET (LOSS)/INCOME ATTRIBUTABLE TO WILLIS TOWERS WATSON | $ (54) | $ (32) | $ 323 | $ 278 |
EARNINGS PER SHARE | ||||
Basic (loss)/earnings per share (usd per share) | $ (0.40) | $ (0.23) | $ 2.38 | $ 2.03 |
Diluted (loss)/earnings per share (usd per share) | (0.40) | (0.23) | 2.36 | 2 |
Cash dividends declared per share (usd per share) | $ 0.53 | $ 0.48 | $ 1.59 | $ 1.44 |
Comprehensive income/(loss) before non-controlling interests | $ 34 | $ (73) | $ 546 | $ 96 |
Comprehensive loss/(income) attributable to non-controlling interests | 12 | 1 | (15) | (2) |
Comprehensive income/(loss) attributable to Willis Towers Watson | $ 46 | $ (72) | $ 531 | $ 94 |
Condensed Consolidated Balance
Condensed Consolidated Balance Sheets (Unaudited) - USD ($) $ in Millions | Sep. 30, 2017 | Dec. 31, 2016 | |
ASSETS | |||
Cash and cash equivalents | $ 912 | $ 870 | |
Fiduciary assets | 12,206 | 10,505 | |
Accounts receivable, net | 2,155 | 2,080 | |
Prepaid and other current assets | 418 | 337 | |
Total current assets | 15,691 | 13,792 | |
Fixed assets, net | 937 | 839 | |
Goodwill | 10,529 | 10,413 | |
Other intangible assets, net | 4,034 | 4,368 | |
Pension benefits assets | 649 | 488 | |
Other non-current assets | 432 | 353 | |
Total non-current assets | 16,581 | 16,461 | |
TOTAL ASSETS | 32,272 | 30,253 | |
LIABILITIES AND EQUITY | |||
Fiduciary liabilities | 12,206 | 10,505 | |
Deferred revenue and accrued expenses | 1,472 | 1,481 | |
Short-term debt and current portion of long-term debt | 85 | 508 | |
Other current liabilities | 793 | 876 | |
Total current liabilities | 14,556 | 13,370 | |
Long-term debt | 4,493 | 3,357 | |
Liability for pension benefits | 1,207 | 1,321 | |
Deferred tax liabilities | 856 | 864 | |
Provision for liabilities | 603 | 575 | |
Other non-current liabilities | 476 | 532 | |
Total non-current liabilities | 7,635 | 6,649 | |
TOTAL LIABILITIES | 22,191 | 20,019 | |
COMMITMENTS AND CONTINGENCIES | |||
REDEEMABLE NON-CONTROLLING INTEREST | 55 | 51 | |
EQUITY (i) | |||
Additional paid-in capital | 10,501 | 10,596 | |
Retained earnings | 1,130 | 1,452 | |
Accumulated other comprehensive loss, net of tax | (1,676) | (1,884) | |
Treasury shares, at cost, 263,899 shares in 2017 and 795,816 shares in 2016, and 40,000 shares, €1 nominal value, in 2017 and 2016 | (40) | (99) | |
Total Willis Towers Watson shareholders’ equity | [1] | 9,915 | 10,065 |
Non-controlling interests | 111 | 118 | |
Total equity | 10,026 | 10,183 | |
TOTAL LIABILITIES AND EQUITY | $ 32,272 | $ 30,253 | |
[1] | Equity includes (a) Ordinary shares $0.000304635 nominal value; Authorized 1,510,003,775; Issued 132,529,824 (2017) and 137,075,068 (2016); Outstanding 132,283,444 (2017) and 136,296,771 (2016); (b) Ordinary shares, €1 nominal value; Authorized and Issued 40,000 shares in 2017 and 2016; and (c) Preference shares, $0.000115 nominal value; Authorized 1,000,000,000 and Issued none in 2017 and 2016. |
Condensed Consolidated Balance4
Condensed Consolidated Balance Sheets (Unaudited) (Parenthetical) | Sep. 30, 2017$ / sharesshares | Sep. 30, 2017€ / sharesshares | Dec. 31, 2016$ / sharesshares | Dec. 31, 2016€ / sharesshares |
Ordinary shares, $0.000304635 nominal value | ||||
Ordinary shares, nominal value (euro per share) | $ / shares | $ 0.000304635 | $ 0.000304635 | ||
Ordinary shares, shares authorized | 1,510,003,775 | 1,510,003,775 | 1,510,003,775 | 1,510,003,775 |
Ordinary shares, shares issued | 132,529,824 | 132,529,824 | 137,075,068 | 137,075,068 |
Ordinary shares, shares outstanding | 132,283,444 | 132,283,444 | 136,296,771 | 136,296,771 |
Preference shares, nominal value (usd per share) | $ / shares | $ 0.000115 | $ 0.000115 | ||
Preference shares, shares authorized | 1,000,000,000 | 1,000,000,000 | 1,000,000,000 | 1,000,000,000 |
Preference shares, shares issued | 0 | 0 | 0 | 0 |
Treasury shares | 263,899 | 263,899 | 795,816 | 795,816 |
Ordinary shares, €1 nominal value | ||||
Ordinary shares, nominal value (euro per share) | € / shares | € 1 | € 1 | ||
Ordinary shares, shares authorized | 40,000 | 40,000 | 40,000 | 40,000 |
Ordinary shares, shares issued | 40,000 | 40,000 | 40,000 | 40,000 |
Treasury shares | 40,000 | 40,000 | 40,000 | 40,000 |
Condensed Consolidated Stateme5
Condensed Consolidated Statements of Cash Flows (Unaudited) - USD ($) $ in Millions | 9 Months Ended | |
Sep. 30, 2017 | Sep. 30, 2016 | |
CASH FLOWS FROM OPERATING ACTIVITIES | ||
NET INCOME | $ 339 | $ 290 |
Adjustments to reconcile net income to total net cash from operating activities: | ||
Depreciation | 169 | 132 |
Amortization | 441 | 443 |
Net periodic benefit of defined benefit pension plans | (106) | (68) |
Provision for doubtful receivables from clients | 15 | 25 |
Benefit from deferred income taxes | (56) | (120) |
Share-based compensation | 48 | 94 |
Net loss on disposal of operations | 10 | 0 |
Non-cash foreign exchange loss/(gain) | 79 | (23) |
Other, net | (21) | 15 |
Changes in operating assets and liabilities, net of effects from purchase of subsidiaries: | ||
Accounts receivable | 31 | 20 |
Fiduciary assets | (1,233) | (1,076) |
Fiduciary liabilities | 1,233 | 1,076 |
Other assets | (95) | (211) |
Other liabilities | (351) | (48) |
Provisions | 12 | 72 |
Net cash from operating activities | 515 | 621 |
CASH FLOWS (USED IN)/FROM INVESTING ACTIVITIES | ||
Additions to fixed assets and software for internal use | (198) | (151) |
Capitalized software costs | (52) | (64) |
Acquisitions of operations, net of cash acquired | (13) | 476 |
Other, net | 1 | 22 |
Net cash (used in)/from investing activities | (262) | 283 |
CASH FLOWS USED IN FINANCING ACTIVITIES | ||
Net borrowings/(payments) on revolving credit facility | 675 | (389) |
Senior notes issued | 650 | 1,606 |
Proceeds from issuance of other debt | 32 | 404 |
Debt issuance costs | (9) | (14) |
Repayments of debt | (714) | (1,861) |
Repurchase of shares | (462) | (222) |
Proceeds from issuance of shares | 44 | 44 |
Payments related to share cancellation | (177) | 0 |
Payments of deferred and contingent consideration related to acquisitions | (43) | (64) |
Cash paid for employee taxes on withholding shares | (14) | (13) |
Dividends paid | (209) | (133) |
Acquisitions of and dividends paid to non-controlling interests | (19) | (17) |
Net cash provided by (used in) financing activities | (246) | (659) |
INCREASE IN CASH AND CASH EQUIVALENTS | 7 | 245 |
Effect of exchange rate changes on cash and cash equivalents | 35 | (10) |
CASH AND CASH EQUIVALENTS, BEGINNING OF PERIOD | 870 | 532 |
CASH AND CASH EQUIVALENTS, END OF PERIOD | $ 912 | $ 767 |
Condensed Consolidated Stateme6
Condensed Consolidated Statements of Changes in Equity (Unaudited) - USD ($) shares in Thousands, $ in Millions | Total | Shares outstanding | Ordinary shares and APIC | Retained earnings | Treasury shares | AOCL | [2] | Total WTW shareholders’ equity | Non-controlling interests | Redeemable Noncontrolling interests | |||
Equity, beginning balance (in shares) at Dec. 31, 2015 | [1] | 68,625 | |||||||||||
Equity, beginning balance at Dec. 31, 2015 | $ 2,360 | $ 1,672 | [2] | $ 1,597 | $ (3) | $ (1,037) | $ 2,229 | $ 131 | |||||
Temporary equity, beginning balance at Dec. 31, 2015 | [3] | $ 53 | |||||||||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||||||||||
Shares repurchased (in shares) | [1] | (1,791) | |||||||||||
Shares repurchased | (222) | (222) | (222) | ||||||||||
Net income | 284 | 278 | 278 | 6 | |||||||||
Net income | [3] | 6 | |||||||||||
Net income | 290 | ||||||||||||
Dividends | (206) | (198) | (198) | (8) | (4) | [3] | |||||||
Other comprehensive income/(loss) | (192) | (184) | (184) | (8) | |||||||||
Other comprehensive income/(loss) | [3] | (2) | |||||||||||
Other comprehensive (loss)/income | (194) | ||||||||||||
Issue of shares under employee stock compensation plans and related tax benefits (in shares) | [1] | 873 | |||||||||||
Issuance of shares under employee stock compensation plans | 44 | 44 | [2] | 44 | |||||||||
Issue of shares for acquisitions (in shares) | [1] | 69,500 | |||||||||||
Issuance of shares for acquisitions | 8,686 | 8,686 | [2] | 8,686 | |||||||||
Replacement share-based compensation awards issued on acquisition | 37 | 37 | [2] | 37 | |||||||||
Share-based compensation | 94 | 94 | [2] | 94 | |||||||||
Additional non-controlling interests | 18 | 5 | [2] | 5 | 13 | ||||||||
Foreign currency translation | (2) | (2) | [2] | (2) | |||||||||
Equity, ending balance (in shares) at Sep. 30, 2016 | [1] | 137,207 | |||||||||||
Equity, ending balance at Sep. 30, 2016 | 10,901 | 10,536 | [2] | 1,455 | (3) | (1,221) | 10,767 | 134 | |||||
Temporary equity, ending balance at Sep. 30, 2016 | [3] | 53 | |||||||||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||||||||||
Net income | (31) | ||||||||||||
Equity, ending balance (in shares) at Sep. 30, 2016 | [1] | 137,207 | |||||||||||
Equity, ending balance at Sep. 30, 2016 | 10,901 | 10,536 | [2] | 1,455 | (3) | (1,221) | 10,767 | 134 | |||||
Temporary equity, ending balance at Sep. 30, 2016 | [3] | 53 | |||||||||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||||||||||
Adoption of ASU 2016-16 (See Note 2) | Accounting Standards Update 2016-16 | (3) | (3) | (3) | ||||||||||
Equity, beginning balance (in shares) at Dec. 31, 2016 | [1] | 136,297 | |||||||||||
Equity, beginning balance at Dec. 31, 2016 | 10,183 | 10,596 | [2] | 1,452 | (99) | (1,884) | 10,065 | 118 | |||||
Temporary equity, beginning balance at Dec. 31, 2016 | [3] | 51 | |||||||||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||||||||||
Shares repurchased (in shares) | [1] | (3,354) | |||||||||||
Shares repurchased | $ (462) | (425) | (37) | (462) | |||||||||
Shares canceled, shares | (1,415) | ||||||||||||
Shares canceled | $ (81) | (177) | 96 | (81) | |||||||||
Net income | 332 | 323 | 323 | 9 | |||||||||
Net income | [3] | 7 | |||||||||||
Net income | 339 | ||||||||||||
Dividends | (232) | (217) | (217) | (15) | (3) | [3] | |||||||
Other comprehensive income/(loss) | 207 | 208 | 208 | (1) | |||||||||
Other comprehensive income/(loss) | [3] | 0 | |||||||||||
Other comprehensive (loss)/income | 207 | ||||||||||||
Issue of shares under employee stock compensation plans and related tax benefits (in shares) | [1] | 755 | |||||||||||
Issuance of shares under employee stock compensation plans | 44 | 44 | [2] | 44 | |||||||||
Share-based compensation | 48 | 48 | [2] | 48 | |||||||||
Additional non-controlling interests | (1) | (1) | [2] | (1) | 0 | ||||||||
Foreign currency translation | (9) | (9) | [2] | (9) | |||||||||
Equity, ending balance (in shares) at Sep. 30, 2017 | [1] | 132,283 | |||||||||||
Equity, ending balance at Sep. 30, 2017 | 10,026 | 10,501 | [2] | 1,130 | (40) | (1,676) | 9,915 | 111 | |||||
Temporary equity, ending balance at Sep. 30, 2017 | [3] | 55 | |||||||||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||||||||||
Net income | (54) | ||||||||||||
Equity, ending balance (in shares) at Sep. 30, 2017 | [1] | 132,283 | |||||||||||
Equity, ending balance at Sep. 30, 2017 | $ 10,026 | $ 10,501 | [2] | $ 1,130 | $ (40) | $ (1,676) | $ 9,915 | $ 111 | |||||
Temporary equity, ending balance at Sep. 30, 2017 | [3] | $ 55 | |||||||||||
[1] | The nominal value of the ordinary shares and the number of ordinary shares issued in the balance as of December 31, 2015 have been retroactively adjusted to reflect the reverse stock split on January 4, 2016. See Note 3 — Merger for further details. | ||||||||||||
[2] | Accumulated other comprehensive loss, net of tax (‘AOCL’). | ||||||||||||
[3] | The non-controlling interest is related to Max Matthiessen Holding AB. |
Nature of Operations
Nature of Operations | 9 Months Ended |
Sep. 30, 2017 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Nature of Operations | Nature of Operations Willis Towers Watson plc was formed upon completion of the Merger on January 4, 2016, between Willis and Towers Watson. See Note 3 — Merger for additional information pertaining to this transaction. Willis Towers Watson is a leading global advisory, broking and solutions company that helps clients around the world turn risk into a path for growth. The Company has more than 41,000 employees and services clients in more than 140 countries and territories. We offer clients a broad range of services to help them to identify and control their risks, and to enhance business performance by improving their ability to attract, retain and engage a talented workforce. Our risk control services range from strategic risk consulting (including providing actuarial analysis), to a variety of due diligence services, to the provision of practical on-site risk control services (such as health and safety or property loss control consulting), as well as analytical and advisory services (such as hazard modeling and reinsurance optimization studies). We assist clients in planning how to manage incidents or crises when they occur. These services include contingency planning, security audits and product tampering plans. We help our clients enhance their business performance by delivering consulting services, technology and solutions that help organizations anticipate, identify and capitalize on emerging opportunities in human capital management as well as investment advice to help our clients develop disciplined and efficient strategies to meet their investment goals. As an insurance broker, we act as an intermediary between our clients and insurance carriers by advising our clients on their risk management requirements, helping clients determine the best means of managing risk and negotiating and placing insurance with insurance carriers through our global distribution network. We operate the largest private Medicare exchange in the United States (‘U.S.’). Through this exchange and those for active employees, we help our clients move to a more sustainable economic model by capping and controlling the costs associated with healthcare benefits. We are not an insurance company, and therefore we do not underwrite insurable risks for our own account. We believe our broad perspective allows us to see the critical intersections between talent, assets and ideas - the dynamic formula that drives business performance. |
Basis of Presentation and Recen
Basis of Presentation and Recent Accounting Policies | 9 Months Ended |
Sep. 30, 2017 | |
Accounting Policies [Abstract] | |
Basis of Presentation and Recent Accounting Policies | Basis of Presentation and Recent Accounting Pronouncements Basis of Presentation The accompanying unaudited quarterly condensed consolidated financial statements of Willis Towers Watson and our subsidiaries are presented in accordance with the rules and regulations of the Securities and Exchange Commission (‘SEC’) for quarterly reports on Form 10-Q and therefore do not include all of the information and footnotes required by U.S. generally accepted accounting principles (‘GAAP’). We have reclassified certain prior period amounts to conform to current period presentation due to the adoption of certain updated accounting standards (see below for further discussion). In the opinion of management, these condensed consolidated financial statements reflect all adjustments, consisting only 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 March 1, 2017, and may be accessed via EDGAR on the SEC’s web site at www.sec.gov. The results of operations for the three and nine months ended September 30, 2017 are not necessarily indicative of the results that can be expected for the entire year. The Company experiences seasonal fluctuations of its commissions and fees revenue. Commissions and fees are typically higher during the Company’s first and fourth quarters due 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 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 Not yet adopted In May 2014, the Financial Accounting Standards Board (‘FASB’) issued Accounting Standard Update (‘ASU’) No. 2014-09, Revenue From Contracts With Customers . The new standard supersedes most current revenue recognition guidance and eliminates industry-specific guidance. The ASU is based on the principle that an entity should recognize revenue to depict the transfer of goods or services to customers in an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods or services. The ASU also requires additional disclosure about the nature, amount, timing and uncertainty of revenue and cash flows arising from customer contracts, including significant judgments and changes in judgments and assets recognized from costs incurred to fulfill a contract. Entities have the option of using either a full retrospective or a modified retrospective approach for the adoption of the new standard. Additional ASUs have since been issued which provide additional guidance, examples and technical corrections for the implementation of ASU No. 2014-09. The guidance is effective for the Company at the beginning of its 2018 fiscal year, with early adoption permitted. While we are still in the process of analyzing our various revenue streams to determine the full impact this standard will have on our revenue recognition, cost deferral, systems and processes, the Company has determined the following: • The Company will adopt the standard using the modified retrospective approach on January 1, 2018. • We expect certain revenue streams to have accelerated revenue recognition timing. In particular, the revenue recognition for our Retiree Medicare Exchange is expected to move from monthly ratable recognition over the policy period, to the recognition upon placement of the policy during the Company’s fourth quarter of the preceding calendar year in the amount of one year of expected commissions. Therefore, upon adoption, we will reflect an adjustment to retained earnings for the revenue that would otherwise have been recognized during our 2018 calendar year since our earnings process will have been completed during the fourth quarter of 2017. • We expect our accounting for deferred costs will change. First, for those portions of the business that currently defer costs (related to system implementation activities), the length of time over which we amortize those costs is expected to extend to a longer estimated contract term. Currently these costs are amortized over a typical period of 3 - 5 years in accordance with the initial stated terms of the customer agreement. Second, we believe there will be other types of arrangements with associated costs that do not meet the criteria for cost deferral under current U.S. GAAP but do meet the criteria under the new standard. We are still evaluating the types of arrangements that might now have cost deferral impacts, however we expect this guidance to apply to our broking arrangements and certain consulting engagements. To prepare for the additional disclosure requirements, we are currently implementing additional tools to support our revenue recognition and data collection processes, which will be in place and effective on January 1, 2018. The Company continues to update its assessment of the impacts of the accounting standard, and related updates, to its condensed consolidated financial statements, and will note material impacts when known. In February 2016, the FASB issued ASU No. 2016-02, Leases , which requires a lessee to recognize in the statement of financial position a liability to make lease payments (the lease liability) and a right-of-use asset representing its right to use the underlying asset for the lease term. The ASU becomes effective for the Company at the beginning of its 2019 fiscal year, at which time the Company will adopt it, although early adoption is permitted. In transition, the Company is required to recognize and measure leases at the beginning of the earliest period presented using a modified retrospective approach, which includes a number of optional practical expedients. While the Company continues to assess the impact of the ASU to its condensed consolidated financial statements, the majority of its leases are currently considered operating leases and will be capitalized as a lease asset on its balance sheet with a related lease liability for the obligated lease payments. In August 2016, the FASB issued ASU No. 2016-15, Statement of Cash Flows - Classification of Certain Cash Receipts and Cash Payments , which amends guidance on presentation and classification of eight specific cash flow issues with the objective of reducing diversity in practice. The ASU becomes effective for the Company at the beginning of its 2018 fiscal year, at which time the Company will adopt it, although early adoption is permitted. Any adjustments should be reflected as of the beginning of the fiscal year that includes that interim period. An entity that elects early adoption must adopt all of the amendments in the same period. The Company is still assessing the impact of this ASU, but it believes the impact on its financial statements will be immaterial as it is currently largely in compliance with its requirements. In January 2017, the FASB issued ASU No. 2017-04, Simplifying the Test for Goodwill Impairment , which simplifies the subsequent measurement of goodwill by eliminating Step 2 from the goodwill impairment test. In computing the implied fair value of goodwill under Step 2, current U.S. GAAP requires the performance of procedures to determine the fair value at the impairment testing date of assets and liabilities (including unrecognized assets and liabilities) following the procedure that would be required in determining the fair value of assets acquired and liabilities assumed in a business combination. Instead, the amendments under this ASU require the goodwill impairment test to be performed by comparing the fair value of a reporting unit with its carrying amount. An impairment charge should be recognized for the amount by which the carrying amount exceeds the reporting unit’s fair value; however, the loss recognized should not exceed the total amount of goodwill allocated to that reporting unit. The ASU becomes effective for the Company on January 1, 2020. The amendments in this ASU should be applied on a prospective basis. Early adoption is permitted for interim or annual goodwill impairment tests performed on testing dates after January 1, 2017, and the Company is still evaluating when to adopt this ASU. The Company does not expect an immediate impact to its condensed consolidated financial statements upon adopting this ASU since the most recent Step 1 goodwill impairment test resulted in fair values in excess of carrying values for all reporting units at October 1, 2016. In March 2017, the FASB issued ASU No. 2017-07, Improving the Presentation of Net Periodic Pension Cost and Net Periodic Postretirement Benefit Cost , which requires entities to (1) disaggregate the current service-cost component from the other components of net benefit cost (the ‘other components’) and present it in the income statement with other current compensation costs for related employees and (2) present the other components elsewhere in the income statement and outside of income from operations if that subtotal is presented. In addition, the ASU requires entities to disclose the income statement lines that contain the other components if they are not presented or included in appropriately described separate lines. The ASU becomes effective for the Company on January 1, 2018, and should be applied retrospectively. Early adoption is permitted as of the beginning of a financial year. The Company will adopt this standard on January 1, 2018, and is currently assessing the impact that this standard will have on its condensed consolidated financial statements. In May 2017, the FASB issued ASU No. 2017-09, Stock Compensation - Scope of Modification Accounting , which provides guidance on which changes to the terms or conditions of a share-based payment award require an entity to apply modification accounting. The ASU requires that an entity should account for the effects of a modification unless the fair value (or calculated value or intrinsic value, if used), vesting conditions and classification (as equity or liability) of the modified award are all the same as for the original award immediately before the modification. The ASU becomes effective for the Company on January 1, 2018, and should be applied prospectively to an award modified on or after the adoption date. Early adoption is permitted, including adoption in any interim period. The Company will adopt this standard on January 1, 2018, and is currently assessing the impact that this standard will have on any awards that are modified once this standard is adopted. In August 2017, the FASB issued ASU No. 2017-12, Derivatives and Hedging: Targeted Improvements to Accounting for Hedging Activities , which provides amendments under six specific objectives to better align risk management activities and financial reporting, and to simplify disclosure, presentation, hedging and the testing and measurement of ineffectiveness. The ASU becomes effective for the Company on January 1, 2019. Early adoption is permitted, and any adjustments should be reflected as of the beginning of the fiscal year that includes that interim period. The Company is currently assessing when it will adopt this standard, and the impact that this standard will have on its condensed consolidated financial statements. Adopted In March 2016, the FASB issued ASU No. 2016-09, Compensation - Stock Compensation , which simplifies several aspects of the accounting for share-based payment transactions, including the income tax consequences, classification of awards as either equity or liabilities, and classification on the statement of cash flows. The ASU became effective for the Company on January 1, 2017. In accordance with the prospective adoption of the recognition of excess tax benefits and deficiencies in the condensed consolidated statements of comprehensive income, we recognized a $3 million and $5 million tax benefit in provision for income taxes during the three and nine months ended September 30, 2017 , respectively. In addition, we elected to prospectively adopt the amendment to present excess tax benefits on share-based compensation as an operating activity, resulting in the recognition of a $5 million excess tax benefit as an operating activity in the condensed consolidated statement of cash flows for the nine months ended September 30, 2017 . We elected to continue to estimate expected forfeitures. We also retrospectively adopted the amendment to present cash payments to tax authorities in connection with shares withheld to meet statutory tax withholding requirements as a financing activity. As a result, this $ 13 million use of cash was reclassified from net cash from operating activities to net cash used in financing activities in the condensed consolidated statement of cash flows for the nine months ended September 30, 2016 . In October 2016, the FASB issued ASU No. 2016-16, Accounting for Income Taxes: Intra-Entity Asset Transfers of Assets Other than Inventory , which amends guidance regarding the recognition of current and deferred income taxes for intra-entity asset transfers. Current U.S. GAAP prohibits the recognition of current and deferred income taxes for an intra-entity asset transfer until the asset has been sold to an outside party. The ASU states that an entity should recognize the income tax consequences of an intra-entity transfer of an asset other than inventory when the transfer occurs. The amendments in this ASU should be applied on a modified retrospective basis through a cumulative-effect adjustment directly to retained earnings as of the beginning of the period of adoption. The Company elected to early adopt this standard on January 1, 2017, and recorded a cumulative reduction to retained earnings of $3 million . |
Merger
Merger | 9 Months Ended |
Sep. 30, 2017 | |
Business Combinations [Abstract] | |
Merger | Merger On January 4, 2016, pursuant to the Agreement and Plan of Merger, dated June 29, 2015, as amended on November 19, 2015, between Willis, Towers Watson, and Citadel Merger Sub, Inc., a wholly-owned subsidiary of Willis formed for the purpose of facilitating this transaction (‘Merger Sub’), Merger Sub merged with and into Towers Watson, with Towers Watson continuing as the surviving corporation and as a wholly-owned subsidiary of Willis. At the effective time of the Merger (the ‘Effective Time’), each issued and outstanding share of Towers Watson common stock (the ‘Towers Watson shares’) was converted into the right to receive 2.6490 validly issued, fully paid and nonassessable ordinary shares of Willis (the ‘Willis ordinary shares’), $0.000115 nominal value per share, other than any Towers Watson shares owned by Towers Watson, Willis or Merger Sub at the Effective Time and the Towers Watson shares held by stockholders who are entitled to, and who properly exercised, dissenter’s rights under Delaware law. Immediately following the Merger, Willis effected (i) a consolidation (i.e., a reverse stock split under Irish law) of Willis ordinary shares whereby every 2.6490 Willis ordinary shares were consolidated into one Willis ordinary share ( $0.000304635 nominal value per share) and (ii) an amendment to its Constitution and other organizational documents to change its name from Willis Group Holdings Public Limited Company to Willis Towers Watson Public Limited Company. On December 29, 2015, the third business day immediately prior to the closing date of the Merger, Towers Watson declared and paid a pre-merger special dividend of $10.00 per share of its common stock, and approximately $694 million in the aggregate based on approximately 69 million Towers Watson shares issued and outstanding at December 29, 2015. On December 30, 2015, all Towers Watson treasury stock was canceled. The Merger was accounted for using the acquisition method of accounting, with Willis considered the accounting acquirer of Towers Watson. The table below presents the final calculation of aggregate Merger consideration . January 4, 2016 Number of shares of Towers Watson common stock outstanding as of January 4, 2016 69 million Exchange ratio 2.6490 Number of Willis Group Holdings shares issued (prior to reverse stock split) 184 million Willis Group Holdings price per share on January 4, 2016 $ 47.18 Fair value of 184 million Willis ordinary shares $ 8,686 Value of equity awards assumed 37 Aggregate Merger consideration $ 8,723 A summary of the fair values of the identifiable assets acquired, and liabilities assumed, of Towers Watson at January 4, 2016 are summarized in the following table. January 4, 2016 Cash and cash equivalents $ 476 Accounts receivable, net 825 Other current assets 82 Fixed assets, net 204 Goodwill 6,783 Intangible assets 3,991 Pension benefits assets 67 Other non-current assets 115 Deferred tax liabilities (1,151 ) Liability for pension benefits (923 ) Other current liabilities (i) (667 ) Other non-current liabilities (ii) (331 ) Long-term debt, including current portion (iii) (740 ) Net assets acquired $ 8,731 Non-controlling interests acquired (8 ) Allocated aggregate Merger consideration $ 8,723 ____________________ i. Includes $ 348 million in accounts payable, accrued liabilities and deferred revenue, $ 308 million in employee-related liabilities and $ 11 million in other current liabilities. ii. Includes acquired contingent liabilities of $ 242 million . See Note 12 - Commitments and Contingencies for a discussion of our material acquired contingencies related to Legacy Towers Watson. iii. Represents both debt due upon change of control of $400 million borrowed under Towers Watson’s term loan ( $188 million ) and revolving credit facility ( $212 million ) and a draw down under a new term loan of $340 million . The $400 million debt was repaid by Willis borrowings under the 1 -year term loan facility on January 4, 2016. The $340 million new term loan partially funded the $694 million Towers Watson pre-merger special dividend. The purchase price allocation as of the date of acquisition was based on a valuation of the assets acquired and liabilities assumed in the acquisition. The purchase price allocation was complete as of December 31, 2016. Goodwill is calculated as the difference between aggregate Merger consideration and the acquisition date fair value of the net assets acquired, and represents the value of the Legacy Towers Watson assembled workforce and the future economic benefits that we expect to realize as a result of the Merger. None of the goodwill recognized on the transaction is tax deductible. The acquired intangible assets are attributable to the following categories: Amortization basis Fair Value Expected life (years) Customer relationships In line with underlying cash flows $ 2,221 15.0 Software - income approach In line with underlying cash flows or straight-line basis 567 6.4 Software - cost approach Straight-line basis 108 4.9 Product In line with underlying cash flows 42 17.5 IPR&D (i) n/a 39 n/a Trade name Straight-line basis 1,003 25.0 Favorable lease agreements Straight-line basis 11 6.5 $ 3,991 ____________________ i. Represents individual in-process research and development (‘IPR&D’) software components not placed into service as of the acquisition date. These assets were subsequently placed into service during the three months ended March 31, 2017, were reclassified into finite-lived software intangible assets, and are being amortized in line with underlying cash flows or on a straight-line basis. Acquired Share-Based Compensation Plans In connection with the Merger, we assumed certain stock options and restricted stock units (‘RSUs’) issued under the Towers Watson & Co. 2009 Long Term Incentive Plan (‘LTIP’), the Liazon Corporation 2011 Equity Incentive Plan, and the Extend Health, Inc. 2007 Equity Incentive Plan. Stock Options. The outstanding unvested employee stock options were converted into 592,486 Willis Towers Watson stock options using the conversion ratios stated in the Merger agreement for the number of options. The fair value of the stock options was calculated using the Black-Scholes model with a volatility and risk-free interest rate over the expected term of each group of options and Willis Towers Watson’s closing share price on the date of acquisition. We determined the fair value of the portion of the outstanding options related to pre-acquisition employee service using the straight-line expense methodology from the date of grant to the acquisition date to be $7 million , which was added to the transaction consideration. The fair value of the remaining portion of options related to the post-acquisition employee services was $13 million , and will be recognized over the future vesting periods. Restricted Stock Units. The outstanding unvested RSUs were converted into 597,307 Willis Towers Watson RSUs using the conversion ratios as stated in the Merger agreement. The fair value of these RSUs was calculated using Willis Towers Watson’s closing share price on the date of acquisition. We determined the fair value of the portion of the outstanding RSUs related to pre-acquisition employee service using the straight-line expense methodology from the date of grant to the acquisition date to be $30 million , which was added to the transaction consideration. The fair value of the remaining portion of RSUs related to the post-acquisition employee services was $32 million , and will be recognized over the future vesting periods. |
Segment Information
Segment Information | 9 Months Ended |
Sep. 30, 2017 | |
Segment Reporting [Abstract] | |
Segment Information | Segment Information Willis Towers Watson has four reportable operating segments or business areas: • Human Capital and Benefits (‘HCB’) • Corporate Risk and Broking (‘CRB’) • Investment, Risk and Reinsurance (‘IRR’) • Benefits Delivery and Administration (‘BDA’) - formerly known as Exchange Solutions (i) ____________________ i. This segment and the businesses within the segment were renamed to better reflect the nature of the services we offer. Willis Towers Watson’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, the method of achieving these strategies and related financial results. The Company experiences seasonal fluctuations of its commissions and fees revenue. Revenue is typically higher during the Company’s first and fourth quarters due to timing of broking-related activities. Beginning in 2017, we made certain changes that affect our segment results. These changes, which are detailed in the Form 8-K filed with the SEC on April 7, 2017, include the following: • First, to better align our business within our segments, we moved Max Matthiessen, which specializes in pension investment advice, to Investment, Risk and Reinsurance from Human Capital and Benefits; and moved Fine Art, Jewellery and Specie, which is a specialty broker, to Corporate Risk and Broking from Investment, Risk and Reinsurance. • Second, we recast operating income to better reflect the new segment reporting basis. As part of the further integration of our Willis Towers Watson businesses, we updated our corporate expense allocations to standardize our methodologies and allocate those expenses which are directly related to the business segment operations. Additionally, we revised the presentation of certain adjustments which arose from the purchase accounting for the Merger. Due to the long-term nature of these adjustments, which impact fixed asset and internally-developed software, we aligned the presentation within the respective segments and consolidated operating income, thereby eliminating a reconciling adjustment. The prior period comparatives reflected in the tables below have been retrospectively adjusted to reflect our current segment presentation. The following table presents segment commissions and fees, segment interest and other income, segment revenues, and segment operating income for our reportable segments for the three months ended September 30, 2017 and 2016. Three Months Ended September 30, HCB CRB IRR BDA Total 2017 2016 2017 2016 2017 2016 2017 2016 2017 2016 Segment commissions and fees $ 736 $ 720 $ 581 $ 553 $ 320 $ 312 $ 179 $ 161 $ 1,816 $ 1,746 Segment interest and other income — — 5 8 14 7 — — 19 15 Segment revenues $ 736 $ 720 $ 586 $ 561 $ 334 $ 319 $ 179 $ 161 $ 1,835 $ 1,761 Segment operating income $ 143 $ 127 $ 48 $ 46 $ 39 $ 38 $ 36 $ 23 $ 266 $ 234 The following table presents segment commissions and fees, segment interest and other income, segment revenues, and segment operating income for our reportable segments for the nine months ended September 30, 2017 and 2016. Nine Months Ended September 30, HCB CRB IRR BDA Total 2017 2016 2017 2016 2017 2016 2017 2016 2017 2016 Segment commissions and fees $ 2,405 $ 2,377 $ 1,855 $ 1,821 $ 1,205 $ 1,190 $ 536 $ 478 $ 6,001 $ 5,866 Segment interest and other income 15 9 16 20 25 55 — 1 56 85 Segment revenues $ 2,420 $ 2,386 $ 1,871 $ 1,841 $ 1,230 $ 1,245 $ 536 $ 479 $ 6,057 $ 5,951 Segment operating income $ 615 $ 568 $ 270 $ 255 $ 358 $ 360 $ 108 $ 100 $ 1,351 $ 1,283 The following table presents a reconciliation of the information reported by segment to the Company’s consolidated amounts reported for the three and nine months ended September 30, 2017 and 2016 . Three Months Ended Nine Months Ended 2017 2016 2017 2016 Revenues: Total segment revenues $ 1,835 $ 1,761 $ 6,057 $ 5,951 Fair value adjustment for deferred revenue — — — (58 ) Reimbursable expenses and other 17 16 67 67 Total revenues $ 1,852 $ 1,777 $ 6,124 $ 5,960 Total segment operating income $ 266 $ 234 $ 1,351 $ 1,283 Fair value adjustment for deferred revenue — — — (58 ) Amortization (141 ) (157 ) (441 ) (443 ) Restructuring costs (31 ) (49 ) (85 ) (115 ) Transaction and integration expenses (74 ) (36 ) (177 ) (117 ) Provision for the Stanford litigation — — — (50 ) Unallocated, net (i) 21 9 (20 ) (37 ) Income from operations 41 1 628 463 Interest expense 47 45 139 138 Other expense, net 29 14 79 26 (Loss)/income from operations before income taxes and interest in earnings of associates $ (35 ) $ (58 ) $ 410 $ 299 ________________________ i. 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 | 9 Months Ended |
Sep. 30, 2017 | |
Restructuring and Related Activities [Abstract] | |
Restructuring Costs | Restructuring Costs The Company has two major elements of the restructuring costs included in its condensed consolidated financial statements, which are the Operational Improvement Program, continuing through 2017, and the Business Restructure Program, which was fully accrued by the end of 2016. Operational Improvement Program - In April 2014, Legacy Willis announced a multi-year operational improvement program designed to strengthen its client service capabilities and to deliver future cost savings. The main elements of the program, which will be completed by the end of 2017, include: moving more than 3,500 support roles from higher cost locations to facilities in lower cost locations; net workforce reductions in support positions; lease consolidation in real estate; and information technology systems simplification and rationalization. The Company recognized restructuring costs of $31 million and $85 million for the three and nine months ended September 30, 2017 , respectively, and $36 million and $98 million for the three and nine months ended September 30, 2016 , respectively, related to the Operational Improvement Program. The Company expects to incur $130 million of restructuring costs related to the Operational Improvement Program during fiscal year 2017, bringing the cumulative restructuring charges for this program to approximately $440 million . Business Restructure Program - In the second quarter of 2016, we began planning targeted staffing reductions in certain portions of the business due to a reduction in business demand or change in business focus (hereinafter referred to as the Business Restructure Program). The main element of the program included workforce reductions, and was completed in 2016. The Company recognized $13 million and $17 million of restructuring costs related to the Business Restructure Program for the three and nine months ended September 30, 2016 , respectively. An analysis of total restructuring costs recognized in the statements of comprehensive income for the three and nine months ended September 30, 2017 and 2016 by segment is as follows: Three Months Ended September 30, 2017 HCB CRB IRR BDA Corporate Total Termination benefits $ — $ 5 $ — $ — $ 1 $ 6 Professional services and other 1 20 2 — 2 25 Total $ 1 $ 25 $ 2 $ — $ 3 $ 31 Three Months Ended September 30, 2016 HCB CRB IRR BDA Corporate Total Termination benefits $ 12 $ 3 $ — $ — $ 1 $ 16 Professional services and other — 23 1 — 9 33 Total $ 12 $ 26 $ 1 $ — $ 10 $ 49 Nine Months Ended September 30, 2017 HCB CRB IRR BDA Corporate Total Termination benefits $ — $ 14 $ 3 $ — $ 2 $ 19 Professional services and other 2 50 4 — 10 66 Total $ 2 $ 64 $ 7 $ — $ 12 $ 85 Nine Months Ended September 30, 2016 HCB CRB IRR BDA Corporate Total Termination benefits $ 14 $ 11 $ 3 $ — $ 2 $ 30 Professional services and other — 60 2 — 23 85 Total $ 14 $ 71 $ 5 $ — $ 25 $ 115 An analysis of the total cumulative restructuring costs recognized for the Operational Improvement Program from its commencement to September 30, 2017 by segment is as follows: HCB CRB IRR BDA Corporate Total 2014 Termination benefits $ — $ 15 $ 1 $ — $ — $ 16 Professional services and other (i) — 3 — — 17 20 2015 Termination benefits 2 24 7 — 3 36 Professional services and other (i) 1 57 2 — 30 90 2016 Termination benefits 1 18 3 — 1 23 Professional services and other (i) 1 81 4 — 36 122 2017 Termination benefits — 14 3 — 2 19 Professional services and other (i) 2 50 4 — 10 66 Total Termination benefits 3 71 14 — 6 94 Professional services and other (i) 4 191 10 — 93 298 Total $ 7 $ 262 $ 24 $ — $ 99 $ 392 ____________________ i. Other includes salaries and benefits, premises, and other expenses incurred to support the ongoing management and facilitation of the program. The changes in the Company’s liability under the Operational Improvement Program from its commencement to September 30, 2017 are as follows: Termination Benefits Professional Services and Other Total Balance at January 1, 2014 $ — $ — $ — Charges incurred 16 20 36 Cash payments (11 ) (14 ) (25 ) Balance at December 31, 2014 5 6 11 Charges incurred 36 90 126 Cash payments (26 ) (85 ) (111 ) Balance at December 31, 2015 15 11 26 Charges incurred 23 122 145 Cash payments (31 ) (115 ) (146 ) Balance at December 31, 2016 7 18 25 Charges incurred 19 66 85 Cash payments (16 ) (78 ) (94 ) Balance at September 30, 2017 $ 10 $ 6 $ 16 The changes in the Company’s liability under the Business Restructure Program from its commencement to September 30, 2017 are as follows: Termination Benefits Professional Services and Other Total Balance at January 1, 2016 $ — $ — $ — Charges incurred 45 3 48 Cash payments (19 ) (3 ) (22 ) Balance at December 31, 2016 26 — 26 Cash payments (21 ) — (21 ) Balance at September 30, 2017 $ 5 $ — $ 5 |
Income Taxes
Income Taxes | 9 Months Ended |
Sep. 30, 2017 | |
Income Tax Disclosure [Abstract] | |
Income Taxes | Income Taxes Provision for income taxes for the three and nine months ended September 30, 2017 was $19 million and $73 million , respectively, compared to a benefit from income taxes of $26 million and a provision for income taxes of $11 million for the three and nine months ended September 30, 2016, respectively. The effective tax rate was (53.0)% and 17.7% for the three and nine months ended September 30, 2017 , respectively, and 45.9% and 3.5% for the three and nine months ended September 30, 2016 , respectively. 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. Our effective tax rate is generally lower than the U.S. statutory rate of 35% . This is primarily due to our global mix of income which creates deductions in jurisdictions with high statutory income tax rates. The (53.0)% effective tax rate for the three months ended September 30, 2017 was the result of a discrete income tax charge for an internal reorganization. The increase in tax expense for the three months ended September 30, 2017 as compared to the three months ended September 30, 2016 was primarily due to an internal restructuring for certain legacy Towers Watson businesses. The increase in the effective tax rate for the nine months ended September 30, 2017 as compared to the nine months ended September 30, 2016 was primarily due to a current year U.S. tax expense resulting from internal reorganizations for certain legacy Towers Watson businesses, and a prior year tax benefit resulting from an enacted statutory tax rate reduction in the U.K. Historically, we have not provided deferred taxes on cumulative earnings of our subsidiaries that have been reinvested indefinitely. As a result of our plan to restructure or distribute accumulated earnings of certain acquired Towers Watson foreign operations, we continue to accrue deferred taxes on current year earnings of those subsidiaries. However, we assert that the historical cumulative earnings of our other subsidiaries are reinvested indefinitely, and therefore do 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 Accounting Standards Codification (‘ASC’) 740, Income Taxes of $57 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 $4 million to $7 million , excluding interest and penalties. |
Goodwill and Other Intangible A
Goodwill and Other Intangible Assets | 9 Months Ended |
Sep. 30, 2017 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Goodwill and Other Intangible Assets | Goodwill and Other Intangible Assets Goodwill represents the excess of the cost of businesses acquired over the fair market value of identifiable net assets at the dates of acquisition. Goodwill is not amortized but is subject to impairment testing annually and whenever facts or circumstances indicate that the carrying amounts may not be recoverable. Goodwill is allocated to our reporting units primarily based on the original purchase price allocation for acquisitions within the reporting units, or relative fair value when an acquisition covers multiple reporting units. When a business entity is sold, goodwill is allocated to the disposed entity based on the relative fair value of that entity compared with the fair value of the reporting unit in which it was included. The components of goodwill are outlined below for the nine months ended September 30, 2017 : HCB CRB IRR BDA Total Balance at December 31, 2016: Goodwill, gross $ 4,412 $ 2,178 $ 1,758 $ 2,557 $ 10,905 Accumulated impairment losses (130 ) (362 ) — — (492 ) Goodwill, net - December 31, 2016 4,282 1,816 1,758 2,557 10,413 Goodwill reassigned in segment realignment (i) (113 ) 13 100 — — Goodwill acquired during the period — 8 — — 8 Goodwill disposed of during the period (31 ) — — — (31 ) Foreign exchange 64 57 18 — 139 Balance at September 30, 2017: Goodwill, gross 4,332 2,256 1,876 2,557 11,021 Accumulated impairment losses (130 ) (362 ) — — (492 ) Goodwill, net - September 30, 2017 $ 4,202 $ 1,894 $ 1,876 $ 2,557 $ 10,529 ____________________ i. Represents the preliminary reallocation of goodwill related to certain businesses which were realigned among the segments as of January 1, 2017. See Note 4 — Segment Information for further information. Other Intangible Assets The following table reflects changes in the net carrying amounts of the components of finite-lived intangible assets for the nine months ended September 30, 2017 : Balance at December 31, 2016 Intangible assets acquired Intangible assets disposed Amortization (ii) Foreign Exchange Balance at September 30, 2017 Client relationships $ 2,655 $ 13 $ (22 ) $ (289 ) $ 89 $ 2,446 Management contracts 54 — — (3 ) 7 58 Software (i) 570 36 — (112 ) 14 508 Trademark and trade name 1,006 — (1 ) (34 ) 5 976 Product 33 — — (2 ) 2 33 Favorable agreements 11 — — (1 ) 1 11 Other 3 — — (1 ) — 2 Total amortizable intangible assets $ 4,332 $ 49 $ (23 ) $ (442 ) $ 118 $ 4,034 i. All in-process research and development intangible assets acquired as part of the Merger on January 4, 2016 of $39 million ( $36 million at the date placed into service due to changes in foreign currency exchange rates) have been placed into service during the nine months ended September 30, 2017 and have been included as intangible assets acquired in this presentation. ii. Amortization associated with favorable lease agreements is recorded in Other operating expenses in the condensed consolidated statements of comprehensive income. We recorded amortization related to our finite-lived intangible assets, exclusive of the amortization of our favorable lease agreements, of $141 million and $441 million , for the three and nine months ended September 30, 2017 , respectively, and $157 million and $443 million for the three and nine months ended September 30, 2016, respectively. Our acquired unfavorable lease liabilities were $27 million and $29 million at September 30, 2017 and December 31, 2016 , respectively, and are recorded in other non-current liabilities in the condensed consolidated balance sheet. The following table reflects the carrying value of finite-lived intangible assets and liabilities at September 30, 2017 and December 31, 2016 : September 30, 2017 December 31, 2016 Gross Carrying Amount Accumulated Amortization Gross Carrying Amount Accumulated Amortization Client relationships $ 3,476 $ (1,030 ) $ 3,396 $ (741 ) Management contracts 69 (11 ) 62 (8 ) Software 762 (254 ) 711 (141 ) Trademark and trade name 1,054 (78 ) 1,051 (45 ) Product 38 (5 ) 36 (3 ) Favorable agreements 14 (3 ) 13 (2 ) Other 5 (3 ) 6 (3 ) Total finite-lived assets $ 5,418 $ (1,384 ) $ 5,275 $ (943 ) Unfavorable agreements $ 34 $ (7 ) $ 34 $ (5 ) Total finite-lived intangible liabilities $ 34 $ (7 ) $ 34 $ (5 ) The weighted average remaining life of amortizable intangible assets and liabilities at September 30, 2017 was 14.5 years. The table below reflects the future estimated amortization expense for amortizable intangible assets and the rent offset resulting from amortization of the net lease intangible assets and liabilities for the remainder of 2017 and for subsequent years: Amortization Rent offset Remainder of 2017 $ 142 $ (1 ) 2018 536 (4 ) 2019 478 (2 ) 2020 427 (2 ) 2021 348 (2 ) Thereafter 2,092 (5 ) Total $ 4,023 $ (16 ) |
Derivative Financial Instrument
Derivative Financial Instruments | 9 Months Ended |
Sep. 30, 2017 | |
Derivative Instruments and Hedging Activities Disclosure [Abstract] | |
Derivative Financial Instruments | Derivative Financial Instruments We are exposed to certain interest rate and 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 interest and foreign currency rates. The Company’s board of directors reviews and approves policies for managing each of these risks as summarized below. Interest Rate Risk - Investment Income As a result of the Company’s operating activities, the Company holds fiduciary funds. The Company earns interest on these funds, which is included in the Company’s condensed consolidated financial statements in interest and other income. These funds are regulated in terms of access as are the instruments in which they may be invested, most of which are short-term in nature. During 2015, in order to manage interest rate risk arising from these financial assets, the Company entered into interest rate swaps to receive a fixed rate of interest and pay a variable rate of interest. These derivatives, with total notional amounts of $300 million , were designated as hedging instruments at September 30, 2017 and December 31, 2016 , and had net fair value liabilities of $1 million and nil , respectively. Foreign Currency Risk Certain non-U.S. subsidiaries receive revenues and incur expenses in currencies other than their functional currency and as a result, the foreign subsidiary’s functional currency revenues will fluctuate as the currency rates change. Additionally, the forecast Pounds sterling expenses of our London brokerage market operations may exceed their Pounds sterling revenues, and they may also hold a significant net Pounds sterling asset or liability position in the consolidated balance sheet. To reduce such variability, we use foreign exchange forward contracts to hedge against this currency risk. These derivatives were designated as hedging instruments and at September 30, 2017 and December 31, 2016 had total notional amounts of $776 million and $945 million , respectively, and net fair value liabilities of $34 million and $110 million , respectively. At September 30, 2017 , the Company estimates, based on current interest and exchange rates, there will be $33 million of net derivative losses on forward exchange rates, interest rate swaps, and treasury locks reclassified from accumulated other comprehensive income/(loss) into earnings within the next twelve months as the forecast transactions affect earnings. At September 30, 2017 , our longest outstanding maturity was 2.7 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 and nine months ended September 30, 2017 and 2016 are as follows: Three Months Ended September 30, Gain/(loss) recognized in OCI (effective portion) Location of loss reclassified from Accumulated OCI into income (effective element) Loss reclassified from Accumulated OCI into income (effective element) Location of gain/(loss) recognized in income (ineffective portion and amount excluded from effectiveness testing) Gain/(loss) recognized in income (ineffective portion and amount excluded from effectiveness testing) 2017 2016 2017 2016 2017 2016 Forward exchange contracts $ 12 $ (6 ) Other expense, net $ (10 ) $ (14 ) Interest expense $ — $ — Nine Months Ended September 30, Gain/(loss) recognized in OCI (effective portion) Location of loss reclassified from Accumulated OCI into income (effective element) Loss reclassified from Accumulated OCI into income (effective element) Location of gain/(loss) recognized in income (ineffective portion and amount excluded from effectiveness testing) Gain/(loss) recognized in income (ineffective portion and amount excluded from effectiveness testing) 2017 2016 2017 2016 2017 2016 Forward exchange contracts $ 24 $ (81 ) Other expense, net $ (53 ) $ (28 ) Interest expense $ 1 $ (1 ) We also enter into foreign currency transactions, primarily to hedge certain intercompany loans. These derivatives are not generally designated as hedging instruments and at September 30, 2017 and December 31, 2016 , we had notional amounts of $569 million and $630 million , respectively, and had net fair value liabilities of $1 million and $8 million , respectively. The effects of derivatives that have not been designated as hedging instruments on the condensed consolidated statements of comprehensive income for the three and nine months ended September 30, 2017 and 2016 are as follows: (Loss)/gain recognized in income Three Months Ended Nine Months Ended Derivatives not designated as hedging instruments: Location of (loss)/gain 2017 2016 2017 2016 Forward exchange contracts Other expense, net $ (3 ) $ 4 $ 6 $ (6 ) |
Debt
Debt | 9 Months Ended |
Sep. 30, 2017 | |
Debt Disclosure [Abstract] | |
Debt | Debt Short-term debt and current portion of long-term debt consists of the following: September 30, 2017 December 31, 2016 6.200% senior notes due 2017 $ — $ 394 Current portion of 7-year term loan facility — 22 Current portion of term loan due 2019 85 85 Short-term borrowing under bank overdraft arrangement — 5 Other debt — 2 $ 85 $ 508 Long-term debt consists of the following: September 30, 2017 December 31, 2016 Revolving $1.25 billion credit facility $ 917 $ — Revolving $800 million credit facility — 238 7-year term loan facility — 196 Term loan due 2019 105 169 7.000% senior notes due 2019 186 186 5.750% senior notes due 2021 496 496 3.500% senior notes due 2021 447 446 2.125% senior notes due 2022 (i) 635 565 4.625% senior notes due 2023 248 247 3.600% senior notes due 2024 645 — 4.400% senior notes due 2026 543 543 6.125% senior notes due 2043 271 271 $ 4,493 $ 3,357 ________________________ i. Notes issued in Euro (€540 million) Revolving credit facility On March 7, 2017, the Company, together with its wholly-owned subsidiary, Trinity Acquisition plc (see Note 19 for further information), entered into a $1.25 billion amended and restated revolving credit facility (the ‘RCF’), that will mature on March 7, 2022. The RCF replaced the previous $800 million revolving credit facility. Amounts outstanding under the RCF shall bear interest at LIBOR plus a margin of 1.00% to 1.75% , or alternatively, the base rate plus a margin of 0.00% to 0.75% , based upon the Company’s guaranteed senior unsecured long-term debt rating. Borrowings of $409 million and €45 million against the RCF were used to repay all outstanding borrowings against the previous $800 million credit facility and the 7 -year term loan due July 23, 2018. Additionally, on March 28, 2017, $407 million was used to repay the 6.200% senior notes due 2017, including accrued interest. At September 30, 2017 and December 31, 2016, we were in compliance with all financial covenants. Senior notes On May 16, 2017, the Company, together with its wholly-owned subsidiary, Willis North America Inc. (see Note 17 for further information), completed an offering of $650 million of 3.600% senior notes due 2024 (‘2024 senior notes’). The effective interest rate of the 2024 senior notes is 3.614% , which includes the impact of the discount upon issuance. The 2024 senior notes will mature on May 15, 2024, and interest accrues on the 2024 senior notes from May 16, 2017 and will be paid in cash on May 15 and November 15 of each year. The net proceeds from this offering, after deducting underwriter discounts and commissions and estimated offering expenses, were $644 million , and were used to pay down amounts outstanding under the RCF and for general corporate purposes. |
Fair Value Measurements
Fair Value Measurements | 9 Months Ended |
Sep. 30, 2017 | |
Fair Value Disclosures [Abstract] | |
Fair Value Measurements | 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 determining the fair value of these securities. • Market values for our derivative instruments have been used to determine the fair value of interest rate swaps and forward foreign exchange contracts based on estimated amounts the Company would receive or have to pay to terminate the agreements, taking into account the current interest rate environment or current foreign currency forward rates. 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, and discounting the probability-weighted payout. Typically, milestones are based on revenue or Earnings Before Interest, Tax, Depreciation and Amortization (‘EBITDA’) growth for the acquired business. The following table presents our assets and liabilities measured at fair value on a recurring basis at September 30, 2017 and December 31, 2016 : Fair Value Measurements on a Recurring Basis at September 30, 2017 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 $ 40 $ — $ — $ 40 Derivatives: Derivative financial instruments (i) Prepaid and other current assets and other non-current assets $ — $ 11 $ — $ 11 Liabilities: Contingent consideration: Contingent consideration (ii) Other current liabilities and other non-current liabilities $ — $ — $ 44 $ 44 Derivatives: Derivative financial instruments (i) Other current liabilities and other non-current liabilities $ — $ 47 $ — $ 47 Fair Value Measurements on a Recurring Basis at December 31, 2016 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 $ 37 $ — $ — $ 37 Derivatives: Derivative financial instruments (i) Prepaid and other current assets and other non-current assets $ — $ 15 $ — $ 15 Liabilities: Contingent consideration: Contingent consideration (ii) Other current liabilities and other non-current liabilities $ — $ — $ 55 $ 55 Derivatives: Derivative financial instruments (i) Other current liabilities and other non-current liabilities $ — $ 133 $ — $ 133 _________________________ i. See Note 8 — 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 weighted average discount rate used on our material contingent consideration calculations was 9.39% and 10.76% at September 30, 2017 and December 31, 2016, respectively. Using different probability weightings and discount rates could result in an increase or decrease of the contingent consideration payable. The following table summarizes the change in fair value of the Level 3 liabilities: Fair Value Measurements Using Significant Unobservable Inputs (Level 3) September 30, 2017 Balance at December 31, 2016 $ 55 Obligations assumed — Payments (9 ) Realized and unrealized losses (6 ) Foreign exchange 4 Balance at September 30, 2017 $ 44 There were no significant transfers between Levels 1, 2 or 3 in the three and nine months ended September 30, 2017 and 2016, respectively. The following tables present our liabilities not measured at fair value on a recurring basis at September 30, 2017 and December 31, 2016 : September 30, 2017 December 31, 2016 Carrying Value Fair Value Carrying Value Fair Value Liabilities: Short-term debt and current portion of long-term debt $ 85 $ 85 $ 508 $ 513 Long-term debt $ 4,493 $ 4,332 $ 3,357 $ 3,504 The carrying values of our revolving lines of credit and term loans approximate their fair values. The fair values above are not necessarily indicative of the amounts that the Company would realize upon disposition nor do they indicate the Company’s intent or ability to dispose of the financial instrument. The fair value of our respective senior notes are considered level 2 financial instruments as they are corroborated by observable market data. |
Retirement Benefits
Retirement Benefits | 9 Months Ended |
Sep. 30, 2017 | |
Compensation and Retirement Disclosure [Abstract] | |
Retirement Benefits | Retirement Benefits Defined Benefit Plans and Post-retirement Welfare Plan Willis Towers Watson sponsors both qualified and non-qualified defined benefit pension plans and other post-retirement welfare plans (‘PRW’) plans throughout the world. The majority of our plan assets and obligations are in the United States and the United Kingdom. We have also included disclosures related to defined benefit plans in certain other countries, including Canada, France, Germany, Ireland and the Netherlands. Together, these disclosed funded and unfunded plans represent 99% of Willis Towers Watson’s pension and PRW obligations and are disclosed herein. Components of Net Periodic Benefit (Income)/Cost for Defined Benefit Pension and Post-retirement Welfare Plans The following table sets forth the components of net periodic benefit (income)/cost for the Company’s defined benefit pension and PRW plans for the three and nine months ended September 30, 2017 and 2016 : Three Months Ended September 30, 2017 2016 U.S. U.K. Other PRW U.S. U.K. Other PRW Service cost $ 16 $ 8 $ 6 $ — $ 15 $ 6 $ 5 $ — Interest cost 34 23 4 1 34 26 6 1 Expected return on plan assets (61 ) (72 ) (7 ) — (61 ) (58 ) (8 ) — Settlement 1 — — — — — — — Amortization of net loss 4 13 — — 3 10 — — Amortization of prior service credit — (4 ) — — — (5 ) — — Net periodic benefit (income)/cost $ (6 ) $ (32 ) $ 3 $ 1 $ (9 ) $ (21 ) $ 3 $ 1 Nine Months Ended September 30, 2017 2016 U.S. U.K. Other PRW U.S. U.K. Other PRW Service cost $ 49 $ 23 $ 15 $ — $ 44 $ 19 $ 14 $ — Interest cost 104 69 13 3 102 83 20 3 Expected return on plan assets (184 ) (211 ) (22 ) — (180 ) (186 ) (26 ) — Settlement 1 — — — — — 2 — Amortization of net loss 10 39 1 — 8 32 1 — Amortization of prior service credit — (13 ) — — — (15 ) — — Net periodic benefit (income)/cost $ (20 ) $ (93 ) $ 7 $ 3 $ (26 ) $ (67 ) $ 11 $ 3 Employer Contributions to Defined Benefit Pension Plans The Company made $50 million contributions to its U.S. plans for the nine months ended September 30, 2017 and anticipates making no further contributions for the remainder of the fiscal year. The Company made contributions of $45 million to its U.K. plans for the nine months ended September 30, 2017 and anticipates making additional contributions of $18 million for the remainder of the fiscal year. The Company made contributions of $11 million to its other plans for the nine months ended September 30, 2017 and anticipates making additional contributions of $4 million for the remainder of the fiscal year. Defined Contribution Plans The Company made contributions to its defined contribution plans of $39 million and $118 million for the three and nine months ended September 30, 2017 , respectively, and $37 million and $118 million for the three and nine months ended September 30, 2016 , respectively. |
Commitments and Contingencies
Commitments and Contingencies | 9 Months Ended |
Sep. 30, 2017 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments and Contingencies | Commitments and Contingencies Indemnification Agreements Willis Towers Watson 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. Although 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 Willis Towers Watson’s obligations and the unique facts of each particular agreement, the Company does not believe that any potential liability that might arise from such indemnity provisions is probable or material. There are no provisions for recourse to third parties, nor are any assets held by any third parties that any guarantor can liquidate to recover amounts paid under such indemnities. 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. We do not expect the impact of claims or demands not described below to be material to the Company’s financial statements. 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. On the basis of current information, the Company does not expect that the actual claims, lawsuits and other proceedings to which the Company is subject, or potential claims, lawsuits, and other proceedings relating to matters of which it is aware, will ultimately have a material adverse effect on the Company’s financial condition, results of operations or liquidity. Nonetheless, given the large or indeterminate amounts sought in certain of these actions, and the inherent unpredictability of litigation and disputes with insurance companies, it is possible that an adverse outcome 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 particular quarterly or annual periods. In addition, given the early stages of some litigation or regulatory proceedings described below, it is not possible to predict their outcome or resolution, and it is possible that these events may have a material adverse effect on the Company. 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. Merger-related Appraisal Demands Between November 12, 2015 and December 10, 2015, in connection with the then-proposed Merger, Towers Watson received demands for appraisal under Section 262 of the Delaware General Corporation Law on behalf of ten purported beneficial owners of an aggregate of approximately 2.4% of the shares of Towers Watson common stock outstanding at the time of the Merger. Between March 3, 2016 and March 23, 2016, three appraisal petitions were filed in the Court of Chancery for the State of Delaware on behalf of three purported beneficial owners of Towers Watson common stock, captioned Rangeley Capital LLC v. Towers Watson & Co., C.A. No. 12063-CB, Merion Capital L.P. v. Towers Watson & Co., C.A. No. 12064-CB, and College Retirement Equities Fund v. Towers Watson & Co., C.A. No. 12126-CB. The appraisal petitions seek, among other things, a determination of the fair value of the appraisal petitioners’ shares at the time of the Merger; an order that Towers Watson pay that value to the appraisal petitioners, together with interest at the statutory rate; and an award of costs, attorneys’ fees, and other expenses. Towers Watson answered the appraisal petitions between March 24, 2016 and April 18, 2016. On May 9, 2016, the court consolidated the three pending appraisal proceedings under the caption In re Appraisal of Towers Watson & Co. , Consolidated C.A. No. 12064-CB. A fourth owner filed an appraisal demand, but did not file an appraisal petition. The aggregate amount of shares subject to appraisal from these four owners was 1,415,199 . The court provisionally scheduled trial for October 2, 2017. On September 15, 2017, the Company reached a settlement with all shareholders who made demands for appraisal, resolving all claims related to the appraised shares. Under the terms of the settlement, these shareholders surrendered all rights to the Towers Watson shares and all potential Merger consideration issuable for the legacy shares. In exchange, the Company made a payment to these shareholders of approximately $211 million , which represented $134.75 per share plus accrued interest at the statutory rate of interest. As a result of the settlement, the Court, on September 18, 2017, dismissed all claims in the case with prejudice. The Company thereafter canceled all of the Towers Watson common shares at issue in the appraisal proceeding. Stanford Financial Group The Company has been named as a defendant in 15 similar lawsuits relating to the collapse of The Stanford Financial Group (‘Stanford’), for which Willis of Colorado, Inc. acted as broker of record on certain lines of insurance. The complaints in these actions generally allege that the defendants actively and materially aided Stanford’s alleged fraud by providing Stanford with certain letters regarding coverage that they knew would be used to help retain or attract actual or prospective Stanford client investors. The complaints further allege that these letters, which contain statements about Stanford and the insurance policies that the defendants placed for Stanford, contained untruths and omitted material facts and were drafted in this manner to help Stanford promote and sell its allegedly fraudulent certificates of deposit. The 15 actions are as follows: • Troice, et al. v. Willis of Colorado, Inc., et al. , C.A. No. 3:9-CV-1274-N, was filed on July 2, 2009 in the U.S. District Court for the Northern District of Texas against Willis Group Holdings plc, Willis of Colorado, Inc. and a Willis associate, among others. On April 1, 2011, plaintiffs filed the operative Third Amended Class Action Complaint individually and on behalf of a putative, worldwide class of Stanford investors, adding Willis Limited as a defendant and alleging claims under Texas statutory and common law and seeking damages in excess of $1 billion , punitive damages and costs. On May 2, 2011, the defendants filed motions to dismiss the Third Amended Class Action Complaint, arguing, inter alia , that the plaintiffs’ claims are precluded by the Securities Litigation Uniform Standards Act of 1998 (‘SLUSA’). On May 10, 2011, the court presiding over the Stanford-related actions in the Northern District of Texas entered an order providing that it would consider the applicability of SLUSA to the Stanford-related actions based on the decision in a separate Stanford action not involving a Willis entity, Roland v. Green , Civil Action No. 3:10-CV-0224-N (‘Roland’). On August 31, 2011, the court issued its decision in Roland , dismissing that action with prejudice under SLUSA. On October 27, 2011, the court in Troice entered an order (i) dismissing with prejudice those claims asserted in the Third Amended Class Action Complaint on a class basis on the grounds set forth in the Roland decision discussed above and (ii) dismissing without prejudice those claims asserted in the Third Amended Class Action Complaint on an individual basis. Also on October 27, 2011, the court entered a final judgment in the action. On October 28, 2011, the plaintiffs in Troice filed a notice of appeal to the U.S. Court of Appeals for the Fifth Circuit. Subsequently, Troice , Roland and a third action captioned Troice, et al. v. Proskauer Rose LLP, Civil Action No. 3:09-CV-01600-N, which also was dismissed on the grounds set forth in the Roland decision discussed above and on appeal to the U.S. Court of Appeals for the Fifth Circuit, were consolidated for purposes of briefing and oral argument. Following the completion of briefing and oral argument, on March 19, 2012, the Fifth Circuit reversed and remanded the actions. On April 2, 2012, the defendants-appellees filed petitions for rehearing en banc . On April 19, 2012, the petitions for rehearing en banc were denied. On July 18, 2012, defendants-appellees filed a petition for writ of certiorari with the United States Supreme Court regarding the Fifth Circuit’s reversal in Troice . On January 18, 2013, the Supreme Court granted our petition. Opening briefs were filed on May 3, 2013 and the Supreme Court heard oral argument on October 7, 2013. On February 26, 2014, the Supreme Court affirmed the Fifth Circuit’s decision. On March 19, 2014, the plaintiffs in Troice filed a Motion to Defer Resolution of Motions to Dismiss, to Compel Rule 26(f) Conference and For Entry of Scheduling Order. On March 25, 2014, the parties in Troice and the Janvey, et al. v. Willis of Colorado, Inc., et al. action discussed below stipulated to the consolidation of the two actions for pre-trial purposes under Rule 42(a) of the Federal Rules of Civil Procedure. On March 28, 2014, the Court ‘so ordered’ that stipulation and, thus, consolidated Troice and Janvey for pre-trial purposes under Rule 42(a). On September 16, 2014, the court (a) denied the plaintiffs’ request to defer resolution of the defendants’ motions to dismiss, but granted the plaintiffs’ request to enter a scheduling order; (b) requested the submission of supplemental briefing by all parties on the defendants’ motions to dismiss, which the parties submitted on September 30, 2014; and (c) entered an order setting a schedule for briefing and discovery regarding plaintiffs’ motion for class certification, which schedule, among other things, provided for the submission of the plaintiffs’ motion for class certification (following the completion of briefing and discovery) on April 20, 2015. On December 15, 2014, the court granted in part and denied in part the defendants’ motions to dismiss. On January 30, 2015, the defendants except Willis Group Holdings plc answered the Third Amended Class Action Complaint. On April 20, 2015, the plaintiffs filed their motion for class certification, the defendants filed their opposition to plaintiffs’ motion, and the plaintiffs filed their reply in further support of the motion. Pursuant to an agreed stipulation also filed with the court on April 20, 2015, the defendants on June 4, 2015 filed sur-replies in further opposition to the motion. The Court has not yet scheduled a hearing on the motion. On June 19, 2015, Willis Group Holdings plc filed a motion to dismiss the complaint for lack of personal jurisdiction. On November 17, 2015, Willis Group Holdings plc withdrew the motion. On March 31, 2016, the parties in the Troice and Janvey actions entered into a settlement in principle that is described in more detail below. • Ranni v. Willis of Colorado, Inc., et al., C.A. No. 9-22085, was filed on July 17, 2009 against Willis Group Holdings plc and Willis of Colorado, Inc. in the U.S. District Court for the Southern District of Florida. The complaint was filed on behalf of a putative class of Venezuelan and other South American Stanford investors and alleges claims under Section 10(b) of the Securities Exchange Act of 1934 (and Rule 10b-5 thereunder) and Florida statutory and common law and seeks damages in an amount to be determined at trial. On October 6, 2009, Ranni was transferred, for consolidation or coordination with other Stanford-related actions (including Troice ), to the Northern District of Texas by the U.S. Judicial Panel on Multidistrict Litigation (the ‘JPML’). The defendants have not yet responded to the complaint in Ranni . On August 26, 2014, the plaintiff filed a notice of voluntary dismissal of the action without prejudice. • Canabal, et al. v. Willis of Colorado, Inc., et al., C.A. No. 3:9-CV-1474-D, was filed on August 6, 2009 against Willis Group Holdings plc, Willis of Colorado, Inc. and the same Willis associate named as a defendant in Troice , among others, also in the Northern District of Texas. The complaint was filed individually and on behalf of a putative class of Venezuelan Stanford investors, alleged claims under Texas statutory and common law and sought damages in excess of $1 billion , punitive damages, attorneys’ fees and costs. On December 18, 2009, the parties in Troice and Canabal stipulated to the consolidation of those actions (under the Troice civil action number), and, on December 31, 2009, the plaintiffs in Canabal filed a notice of dismissal, dismissing the action without prejudice. • Rupert, et al. v. Winter, et al., Case No. 2009C115137, was filed on September 14, 2009 on behalf of 97 Stanford investors against Willis Group Holdings plc, Willis of Colorado, Inc. and the same Willis associate, among others, in Texas state court (Bexar County). The complaint alleges claims under the Securities Act of 1933, Texas and Colorado statutory law and Texas common law and seeks special, consequential and treble damages of more than $300 million , attorneys’ fees and costs. On October 20, 2009, certain defendants, including Willis of Colorado, Inc., (i) removed Rupert to the U.S. District Court for the Western District of Texas, (ii) notified the JPML of the pendency of this related action and (iii) moved to stay the action pending a determination by the JPML as to whether it should be transferred to the Northern District of Texas for consolidation or coordination with the other Stanford-related actions. On April 1, 2010, the JPML issued a final transfer order for the transfer of Rupert to the Northern District of Texas. On January 24, 2012, the court remanded Rupert to Texas state court (Bexar County), but stayed the action until further order of the court. On August 13, 2012, the plaintiffs filed a motion to lift the stay, which motion was denied by the court on September 16, 2014. On October 10, 2014, the plaintiffs appealed the court’s denial of their motion to lift the stay to the U.S. Court of Appeals for the Fifth Circuit. On January 5, 2015, the Fifth Circuit consolidated the appeal with the appeal in the Rishmague, et ano. v. Winter, et al. action discussed below, and the consolidated appeal, was fully briefed as of March 24, 2015. Oral argument on the consolidated appeal was held on September 2, 2015. On September 16, 2015, the Fifth Circuit affirmed. The defendants have not yet responded to the complaint in Rupert . • Casanova, et al. v. Willis of Colorado, Inc., et al., C.A. No. 3:10-CV-1862-O, was filed on September 16, 2010 on behalf of seven Stanford investors against Willis Group Holdings plc, Willis Limited, Willis of Colorado, Inc. and the same Willis associate, among others, also in the Northern District of Texas. The complaint alleges claims under Texas statutory and common law and seeks actual damages in excess of $5 million , punitive damages, attorneys’ fees and costs. On February 13, 2015, the parties filed an Agreed Motion for Partial Dismissal pursuant to which they agreed to the dismissal of certain claims pursuant to the motion to dismiss decisions in the Troice action discussed above and the Janvey action discussed below. Also on February 13, 2015, the defendants except Willis Group Holdings plc answered the complaint in the Casanova action. On June 19, 2015, Willis Group Holdings plc filed a motion to dismiss the complaint for lack of personal jurisdiction. Plaintiffs have not opposed the motion. • Rishmague, et ano. v. Winter, et al., Case No. 2011CI2585, was filed on March 11, 2011 on behalf of two Stanford investors, individually and as representatives of certain trusts, against Willis Group Holdings plc, Willis of Colorado, Inc., Willis of Texas, Inc. and the same Willis associate, among others, in Texas state court (Bexar County). The complaint alleges claims under Texas and Colorado statutory law and Texas common law and seeks special, consequential and treble damages of more than $37 million and attorneys’ fees and costs. On April 11, 2011, certain defendants, including Willis of Colorado, Inc., (i) removed Rishmague to the Western District of Texas, (ii) notified the JPML of the pendency of this related action and (iii) moved to stay the action pending a determination by the JPML as to whether it should be transferred to the Northern District of Texas for consolidation or coordination with the other Stanford-related actions. On August 8, 2011, the JPML issued a final transfer order for the transfer of Rishmague to the Northern District of Texas, where it is currently pending. On August 13, 2012, the plaintiffs joined with the plaintiffs in the Rupert action in their motion to lift the court’s stay of the Rupert action. On September 9, 2014, the court remanded Rishmague to Texas state court (Bexar County), but stayed the action until further order of the court and denied the plaintiffs’ motion to lift the stay. On October 10, 2014, the plaintiffs appealed the court’s denial of their motion to lift the stay to the Fifth Circuit. On January 5, 2015, the Fifth Circuit consolidated the appeal with the appeal in the Rupert action, and the consolidated appeal was fully briefed as of March 24, 2015. Oral argument on the consolidated appeal was held on September 2, 2015. On September 16, 2015, the Fifth Circuit affirmed. The defendants have not yet responded to the complaint in Rishmague . • MacArthur v. Winter, et al., Case No. 2013-07840, was filed on February 8, 2013 on behalf of two Stanford investors against Willis Group Holdings plc, Willis of Colorado, Inc., Willis of Texas, Inc. and the same Willis associate, among others, in Texas state court (Harris County). The complaint alleges claims under Texas and Colorado statutory law and Texas common law and seeks actual, special, consequential and treble damages of approximately $4 million and attorneys’ fees and costs. On March 29, 2013, Willis of Colorado, Inc. and Willis of Texas, Inc. (i) removed MacArthur to the U.S. District Court for the Southern District of Texas and (ii) notified the JPML of the pendency of this related action. On April 2, 2013, Willis of Colorado, Inc. and Willis of Texas, Inc. filed a motion in the Southern District of Texas to stay the action pending a determination by the JPML as to whether it should be transferred to the Northern District of Texas for consolidation or coordination with the other Stanford-related actions. Also on April 2, 2013, the court presiding over MacArthur in the Southern District of Texas transferred the action to the Northern District of Texas for consolidation or coordination with the other Stanford-related actions. On September 29, 2014, the parties stipulated to the remand (to Texas state court (Harris County)) and stay of MacArthur until further order of the court (in accordance with the court’s September 9, 2014 decision in Rishmague (discussed above)), which stipulation was ‘so ordered’ by the court on October 14, 2014. The defendants have not yet responded to the complaint in MacArthur . • Florida suits : On February 14, 2013, five lawsuits were filed against Willis Group Holdings plc, Willis Limited and Willis of Colorado, Inc. in Florida state court (Miami-Dade County) alleging violations of Florida common law. The five suits are: (1) Barbar, et al. v. Willis Group Holdings Public Limited Company, et al. , Case No. 13-05666CA27, filed on behalf of 35 Stanford investors seeking compensatory damages in excess of $30 million ; (2) de Gadala-Maria, et al. v. Willis Group Holdings Public Limited Company, et al. , Case No. 13-05669CA30, filed on behalf of 64 Stanford investors seeking compensatory damages in excess of $83.5 million ; (3) Ranni, et ano. v. Willis Group Holdings Public Limited Company, et al. , Case No. 13-05673CA06, filed on behalf of two Stanford investors seeking compensatory damages in excess of $3 million ; (4) Tisminesky, et al. v. Willis Group Holdings Public Limited Company, et al. , Case No. 13-05676CA09, filed on behalf of 11 Stanford investors seeking compensatory damages in excess of $6.5 million ; and (5) Zacarias, et al. v. Willis Group Holdings Public Limited Company, et al. , Case No. 13-05678CA11, filed on behalf of 10 Stanford investors seeking compensatory damages in excess of $12.5 million . On June 3, 2013, Willis of Colorado, Inc. removed all five cases to the Southern District of Florida and, on June 4, 2013, notified the JPML of the pendency of these related actions. On June 10, 2013, the court in Tisminesky issued an order sua sponte staying and administratively closing that action pending a determination by the JPML as to whether it should be transferred to the Northern District of Texas for consolidation and coordination with the other Stanford-related actions. On June 11, 2013, Willis of Colorado, Inc. moved to stay the other four actions pending the JPML’s transfer decision. On June 20, 2013, the JPML issued a conditional transfer order for the transfer of the five actions to the Northern District of Texas, the transmittal of which was stayed for 7 days to allow for any opposition to be filed. On June 28, 2013, with no opposition having been filed, the JPML lifted the stay, enabling the transfer to go forward. On September 30, 2014, the court denied the plaintiffs’ motion to remand in Zacarias , and, on October 3, 2014, the court denied the plaintiffs’ motions to remand in Tisminesky and de Gadala Maria . On December 3, 2014 and March 3, 2015, the court granted the plaintiffs’ motions to remand in Barbar and Ranni , respectively, remanded both actions to Florida state court (Miami-Dade County) and stayed both actions until further order of the court. On January 2, 2015 and April 1, 2015, the plaintiffs in Barbar and Ranni , respectively, appealed the court’s December 3, 2014 and March 3, 2015 decisions to the Fifth Circuit. On April 22, 2015 and July 22, 2015, respectively, the Fifth Circuit dismissed the Barbar and Ranni appeals sua sponte for lack of jurisdiction. The defendants have not yet responded to the complaints in Ranni or Barbar . On April 1, 2015, the defendants except Willis Group Holdings plc filed motions to dismiss the complaints in Zacarias , Tisminesky and de Gadala-Maria . On June 19, 2015, Willis Group Holdings plc filed motions to dismiss the complaints in Zacarias , Tisminesky and de Gadala-Maria for lack of personal jurisdiction. On July 15, 2015, the court dismissed the complaint in Zacarias in its entirety with leave to replead within 21 days . On July 21, 2015, the court dismissed the complaints in Tisminesky and de Gadala-Maria in their entirety with leave to replead within 21 days . On August 6, 2015, the plaintiffs in Zacarias , Tisminesky and de Gadala-Maria filed amended complaints (in which, among other things, Willis Group Holdings plc was no longer named as a defendant). On September 11, 2015, the defendants filed motions to dismiss the amended complaints. The motions await disposition by the court. • Janvey, et al. v. Willis of Colorado, Inc., et al. , Case No. 3:13-CV-03980-D, was filed on October 1, 2013 also in the Northern District of Texas against Willis Group Holdings plc, Willis Limited, Willis North America Inc., Willis of Colorado, Inc. and the same Willis associate. The complaint was filed (i) by Ralph S. Janvey, in his capacity as Court-Appointed Receiver for the Stanford Receivership Estate, and the Official Stanford Investors Committee (the ‘OSIC’) against all defendants and (ii) on behalf of a putative, worldwide class of Stanford investors against Willis North America Inc. Plaintiffs Janvey and the OSIC allege claims under Texas common law and the court’s Amended Order Appointing Receiver, and the putative class plaintiffs allege claims under Texas statutory and common law. Plaintiffs seek actual damages in excess of $1 billion , punitive damages and costs. As alleged by the Stanford Receiver, the total amount of collective losses allegedly sustained by all investors in Stanford certificates of deposit is approximately $4.6 billion . On November 15, 2013, plaintiffs in Janvey filed the operative First Amended Complaint, which added certain defendants unaffiliated with Willis. On February 28, 2014, the defendants filed motions to dismiss the First Amended Complaint, which motions, other than with respect to Willis Group Holding plc’s motion to dismiss for lack of personal jurisdiction, were granted in part and denied in part by the court on December 5, 2014. On December 22, 2014, Willis filed a motion to amend the court’s December 5 order to certify an interlocutory appeal to the Fifth Circuit, and, on December 23, 2014, Willis filed a motion to amend and, to the extent necessary, reconsider the court’s December 5 order. On January 16, 2015, the defendants answered the First Amended Complaint. On January 28, 2015, the court denied Willis’s motion to amend the court’s December 5 order to certify an interlocutory appeal to the Fifth Circuit. On February 4, 2015, the court granted Willis’s motion to amend and, to the extent necessary, reconsider the December 5 order. As discussed above, on March 25, 2014, the parties in Troice and Janvey stipulated to the consolidation of the two actions for pre-trial purposes under Rule 42(a) of the Federal Rules of Civil Procedure. On March 28, 2014, the Court ‘so ordered’ that stipulation and, thus, consolidated Troice and Janvey for pre-trial purposes under Rule 42(a). On January 26, 2015, the court entered an order setting a schedule for briefing and discovery regarding the plaintiffs’ motion for class certification, which schedule, among other things, provided for the submission of the plaintiffs’ motion for class certification (following the completion of briefing and discovery) on July 20, 2015. By letter dated March 4, 2015, the parties requested that the court consolidate the scheduling orders entered in Troice and Janvey to provide for a class certification submission date of April 20, 2015 in both cases. On March 6, 2015, the court entered an order consolidating the scheduling orders in Troice and Janvey , providing for a class certification submission date of April 20, 2015 in both cases, and vacating the July 20, 2015 class certification submission date in the original Janvey scheduling order. On November 17, 2015, Willis Group Holdings plc withdrew its motion to dismiss for lack of personal jurisdiction. On March 31, 2016, the parties in the Troice and Janvey actions entered into a settlement in principle that is described in more detail below. • Martin v. Willis of Colorado, Inc., et al. , Case No. 201652115, was filed on August 5, 2016, on behalf of one Stanford investor against Willis Group Holdings plc, Willis Limited, Willis of Colorado, Inc. and the same Willis associate in Texas state court (Harris County). The complaint alleges claims under Texas statutory and common law and seeks actual damages of less than $100,000 , exemplary damages, attorneys’ fees and costs. On September 12, 2016, the plaintiff filed an amended complaint, which added five more Stanford investors as plaintiffs and seeks damages in excess of $1 million . The defendants have not yet responded to the amended complaint in Martin . • Abel, et al. v. Willis of Colorado, Inc., et al ., C.A. No. 3:16-cv-2601, was filed on September 12, 2016, on behalf of more than 300 Stanford investors against Willis Group Holdings plc, Willis Limited, Willis of Colorado, Inc. and the same Willis associate, also in the Northern District of Texas. The complaint alleges claims under Texas statutory and common law and seeks actual damages in excess of $135 million , exemplary damages, attorneys’ fees and costs. On November 10, 2016, the plaintiffs filed an amended complaint, which, among other things, added several more Stanford investors as plaintiffs. The defendants have not yet responded to the complaint in Abel . The plaintiffs in Janvey and Troice and the other actions above seek overlapping damages, representing either the entirety or a portion of the total alleged collective losses incurred by investors in Stanford certificates of deposit, notwithstanding the fact that Legacy Willis acted as broker of record for only a portion of time that Stanford issued certificates of deposit. In the fourth quarter of 2015, the Company recognized a $70 million litigation provision for loss contingencies relating to the Stanford matters based on its ongoing review of a variety of factors as required by accounting standards. On March 31, 2016, the Company entered into a settlement in principle for $120 million relating to this litigation, and increased its provisions by $50 million during that quarter. Further details on this settlement in principle are given below. The settlement is contingent on a number of conditions, including court approval of the settlement and a bar order prohibiting any continued or future litigation against Willis related to Stanford, which may not be given. Therefore, the ultimate resolution of these matters may differ from the amount provided for. The Company continues to dispute the allegations and, to the extent litigation proceeds, to defend the lawsuits vigorously. Settlement . On March 31, 2016, the Company entered into a settlement in principle, as reflected in a Settlement Term Sheet, relating to the Stanford litigation matter. The Company agreed to the Settlement Term Sheet to eliminate the distraction, burden, expense and uncertainty of further litigation. In particular, the settlement and the related bar orders described below, if upheld through any appeals, would enable the Company (a newly-combined firm) to conduct itself with the bar orders’ protection from the continued overhang of matters alleged to have occurred approximately a decade ago. Further, the Settlement Term Sheet provided that the parties understood and agreed that there is no admission of liability or wrongdoing by the Company. The Company expressly denies any liability or wrongdoing with respect to the matters alleged in the Stanford litigation. On or about August 31, 2016, the parties to the settlement signed a formal Settlement Agreement memorializing the terms of the settlement as originally set forth in the Settlement Term Sheet. The parties to the Settlement Agreement are Ralph S. Janvey (in his capacity as the Court-appointed receiver (the ‘Receiver’) for The Stanford Financial Group and its affiliated entities in receivership (collectively, ‘Stanford’)), the Official Stanford Investors Committee, Samuel Troice, Martha Diaz, Paula Gilly-Flores, Punga Punga Financial, Ltd., Manuel Canabal, Daniel Gomez Ferreiro and Promotora Villa Marina, C.A. (collectively, ‘Plaintiffs’), on the one hand, and Willis Towers Watson Public Limited Company (formerly Willis Group Holdings Public Limited Company), Willis Limited, Willis North America Inc., Willis of Colorado, Inc. and the Willis associate referenced above (collectively, ‘Defendants’), on the other hand. Under the terms of the Settlement Agreement, the parties agreed to settle and dismiss the Janvey and Troice actions (collectively, the ‘Actions’) and all current or future claims arising from or related to Stanford in exchange for a one-time cash payment to the Receiver by the Company of $120 million to be distributed to all Stanford investors who have claims recognized by the Receiver pursuant to the distribution plan in place at the time the payment is made. The Settlement Agreement also provides the pa |
Supplementary Information for C
Supplementary Information for Certain Balance Sheet Accounts Supplementary Information for Certain Balance Sheet Accounts (Notes) | 9 Months Ended |
Sep. 30, 2017 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Supplemental Balance Sheet Disclosures [Text Block] | Supplementary Information for Certain Balance Sheet Accounts Related Party Transaction - During the three months ended September 30, 2017, the Company divested its Global Wealth Solutions business through a sale to an employee of the business. As part of that transaction, WTW financed a $50 million note payable from the employee to purchase the business. The note amortizes over 10 years, bears interest at 3% and is guaranteed by $3 million of assets. Following the sale, employees of this business are no longer employees of WTW, and the purchasing employee is no longer considered a related party. The current and non-current portions of the note receivable are included in the tables below as Other current assets and Other non-current assets. Additional details of specific balance sheet accounts are detailed below. Accounts receivable, net consists of the following: September 30, December 31, Billed, net of allowance for doubtful debts of $47 million and $40 million $ 1,790 $ 1,789 Accrued and unbilled, at estimated net realizable value 365 291 Accounts receivable, net $ 2,155 $ 2,080 Prepaid and other current assets consist of the following: September 30, December 31, Prepayments and accrued income $ 162 $ 131 Derivatives and investments 24 32 Deferred compensation plan assets 18 15 Retention incentives 8 7 Corporate income and other taxes 139 97 Other current assets 67 55 Total prepaid and other current assets $ 418 $ 337 Other non-current assets consists of the following: September 30, December 31, Prepayments and accrued income $ 15 $ 15 Deferred compensation plan assets 125 111 Deferred tax assets 50 50 Accounts receivable, net 33 27 Other investments 29 30 Other non-current assets 180 120 Total other non-current assets $ 432 $ 353 Provision for liabilities consists of the following: September 30, December 31, Claims, lawsuits and other proceedings $ 478 $ 456 Other provisions 125 119 Total provision for liabilities $ 603 $ 575 Other non-current liabilities consist of the following: September 30, December 31, Incentives from lessors $ 140 $ 133 Deferred compensation plan liability 127 111 Contingent and deferred consideration on acquisitions 36 89 Derivatives 7 51 Other non-current liabilities 166 148 Total other non-current liabilities $ 476 $ 532 |
Accumulated Other Comprehensive
Accumulated Other Comprehensive Income/(Loss) | 9 Months Ended |
Sep. 30, 2017 | |
Equity [Abstract] | |
Accumulated Other Comprehensive Income/(Loss) | 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 both the three and nine months ended September 30, 2017 and 2016. This table excludes amounts attributable to non-controlling interests, which are not material for further disclosure. Amounts related to available-for-sale securities are immaterial. Foreign currency translation (i) Cash flow hedges (i) Defined pension and post-retirement benefit costs (ii) Total 2017 2016 2017 2016 2017 2016 2017 2016 Quarter-to-date activity: Balance at June 30, 2017 and 2016, respectively $ (647 ) $ (398 ) $ (39 ) $ (73 ) $ (1,090 ) $ (710 ) $ (1,776 ) $ (1,181 ) Other comprehensive income/(loss) before reclassifications 78 (36 ) 6 (1 ) (5 ) (6 ) 79 (43 ) Loss/(income) reclassified from accumulated other comprehensive loss (net of income tax benefit of $4 and $1, respectively) — — 11 (6 ) 10 9 21 3 Net current-period other comprehensive income/(loss) 78 (36 ) 17 (7 ) 5 3 100 (40 ) Balance at September 30, 2017 and 2016, respectively $ (569 ) $ (434 ) $ (22 ) $ (80 ) $ (1,085 ) $ (707 ) $ (1,676 ) $ (1,221 ) Year-to-date activity: Balance at December 31, 2016 and 2015, respectively $ (650 ) $ (314 ) $ (82 ) $ (10 ) $ (1,152 ) $ (713 ) $ (1,884 ) $ (1,037 ) Other comprehensive income/(loss) before reclassifications 81 (120 ) 15 (56 ) 39 (26 ) 135 (202 ) Loss/(income) reclassified from accumulated other comprehensive loss (net of income tax benefit of $17 and income tax expense of $3, respectively) — — 45 (14 ) 28 32 73 18 Net current-period other comprehensive income/(loss) 81 (120 ) 60 (70 ) 67 6 208 (184 ) Balance at September 30, 2017 and 2016, respectively $ (569 ) $ (434 ) $ (22 ) $ (80 ) $ (1,085 ) $ (707 ) $ (1,676 ) $ (1,221 ) ________________________ i Reclassification adjustments from accumulated other comprehensive loss related to foreign currency translation and cash flow hedges are included in Other expense, net in the accompanying condensed consolidated statements of comprehensive income. See Note 8 — Derivative Financial Instruments for additional details regarding the reclassification adjustments for the hedge settlements. ii Reclassification adjustments from accumulated other comprehensive loss are included in the computation of net periodic pension cost (see Note 11 — Retirement Benefits ) which is included in Salaries and benefits in the accompanying condensed consolidated statements of comprehensive income. |
Earnings Per Share
Earnings Per Share | 9 Months Ended |
Sep. 30, 2017 | |
Earnings Per Share [Abstract] | |
Earnings Per Share | Earnings Per Share Basic and diluted earnings per share are calculated by dividing net income attributable to Willis Towers Watson 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 September 30, 2017 and 2016 , there were 0.9 million and 1.3 million time-based share options; 1.0 million and 1.2 million performance-based options; 0.4 million and 0.9 million restricted time-based stock units; and 0.6 million and 0.7 million restricted performance-based stock units outstanding, respectively. Basic and diluted earnings per share are as follows: Three Months Ended September 30, Nine Months Ended September 30, 2017 2016 2017 2016 Net (loss)/income attributable to Willis Towers Watson $ (54 ) $ (32 ) $ 323 $ 278 Basic average number of shares outstanding 134 138 136 137 Dilutive effect of potentially issuable shares — — 1 2 Diluted average number of shares outstanding 134 138 137 139 Basic (loss)/earnings per share $ (0.40 ) $ (0.23 ) $ 2.38 $ 2.03 Dilutive effect of potentially issuable shares — — (0.02 ) (0.03 ) Diluted (loss)/earnings per share $ (0.40 ) $ (0.23 ) $ 2.36 $ 2.00 The dilutive effect of stock options was not computed for the three months ended September 30, 2017 and 2016 as the Company reported a net loss within its condensed consolidated statements of comprehensive income. There were no anti-dilutive options for the nine months ended September 30, 2017. Options to purchase 0.6 million shares for the nine months ended September 30, 2016 were not included in the computation of the dilutive effect of stock options because their effect was anti-dilutive. |
Subsequent Event Subsequent Eve
Subsequent Event Subsequent Event | 9 Months Ended |
Sep. 30, 2017 | |
Subsequent Events [Abstract] | |
Subsequent Events [Text Block] | Subsequent Events On November 1, 2017 , the Company sold a portion of its programs business in North America . The revenue associated with the divested programs represents less than 2% of our IRR segment’s total revenues. |
Financial Information for Paren
Financial Information for Parent Guarantor, Other Guarantor Subsidiaries and Non-Guarantor Subsidiaries | 9 Months Ended |
Sep. 30, 2017 | |
Condensed Financial Information of Parent Company Only Disclosure [Abstract] | |
Financial Information for Parent Guarantor, Other Guarantor Subsidiaries and Non-Guarantor Subsidiaries | Financial Information for Parent Guarantor, Other Guarantor Subsidiaries and Non-Guarantor Subsidiaries Willis North America Inc. (‘Willis North America’) has $837 million senior notes outstanding of which $187 million were issued on September 29, 2009, and $650 million were issued on May 16, 2017. Additionally, Willis North America had $394 million of senior notes issued on March 28, 2007; these were subsequently repaid on March 28, 2017. All direct obligations under the senior notes are jointly and severally, irrevocably and fully and unconditionally guaranteed by Willis Netherlands Holdings B.V., Willis Investment U.K. Holdings Limited, TA I Limited, Trinity Acquisition plc, Willis Group Limited, Willis Towers Watson Sub Holdings Unlimited Company and Willis Towers Watson UK Holdings Limited, collectively the ‘Other Guarantors’, and with Willis Towers Watson, the ‘Guarantor Companies’. On August 11, 2017 a newly formed entity, Willis Towers Watson UK Holdings Limited, became the successor to, and assumed all guarantees of, WTW Bermuda Holdings Limited under the outstanding indentures for the senior notes described above. As both entities are direct subsidiaries of TA I Limited, and sub-consolidate within the ‘Other Guarantors’ columns of the financial statements presented herein, there is no significant impact on the condensed consolidated financial statements from what has previously been disclosed. Please refer to the Current Report on Form 8-K filed on August 16, 2017 for additional information regarding this change. The guarantor structure described above differs from the guarantor structure associated with the senior notes issued by Willis Towers Watson described in Note 18 and the guarantor structure associated with the senior notes and revolving credit facility issued by Trinity Acquisition plc described in Note 19 . Presented below is condensed consolidating financial information for: (i) Willis Towers Watson, which is a guarantor, on a parent company only basis; (ii) the Other Guarantors, which are all 100 percent directly or indirectly owned subsidiaries of the parent and are all direct or indirect parents of the issuer; (iii) the Issuer, Willis North America; (iv) Other, which are the non-guarantor subsidiaries, on a combined basis; (v) Consolidating adjustments; and (vi) the Consolidated Company. The equity method has been used for investments in subsidiaries in the condensed consolidating balance sheets of Willis Towers Watson, the Other Guarantors and the Issuer. Unaudited Condensed Consolidating Statement of Comprehensive Income Three Months Ended September 30, 2017 Willis The Other The Other Consolidating Consolidated Revenues Commissions and fees $ — $ — $ 3 $ 1,829 $ — $ 1,832 Interest and other income — — — 20 — 20 Total revenues — — 3 1,849 — 1,852 Costs of providing services Salaries and benefits 2 — 20 1,123 — 1,145 Other operating expenses — 30 6 330 — 366 Depreciation — 2 — 52 — 54 Amortization — 1 — 143 (3 ) 141 Restructuring costs — 1 1 29 — 31 Transaction and integration expenses — 2 4 68 — 74 Total costs of providing services 2 36 31 1,745 (3 ) 1,811 (Loss)/income from operations (2 ) (36 ) (28 ) 104 3 41 Income from Group undertakings — (136 ) (46 ) (39 ) 221 — Expenses due to Group undertakings — 13 48 160 (221 ) — Interest expense 8 25 9 5 — 47 Other (income)/expense, net — (48 ) — (120 ) 197 29 (LOSS)/INCOME FROM OPERATIONS BEFORE INCOME TAXES AND INTEREST IN EARNINGS OF ASSOCIATES (10 ) 110 (39 ) 98 (194 ) (35 ) (Benefit from)/provision for income taxes (1 ) 10 (4 ) 14 — 19 (LOSS)/INCOME FROM OPERATIONS BEFORE INTEREST IN EARNINGS OF ASSOCIATES (9 ) 100 (35 ) 84 (194 ) (54 ) Interest in earnings of associates, net of tax — — — — — — Equity account for subsidiaries (45 ) (142 ) (248 ) — 435 — NET (LOSS)/INCOME (54 ) (42 ) (283 ) 84 241 (54 ) Income attributable to non-controlling interests — — — — — — NET (LOSS)/INCOME ATTRIBUTABLE TO WILLIS TOWERS WATSON $ (54 ) $ (42 ) $ (283 ) $ 84 $ 241 $ (54 ) Comprehensive income/(loss) before non-controlling interests $ 46 $ 62 $ (215 ) $ (4 ) $ 145 $ 34 Comprehensive loss attributable to non-controlling interest — — — 12 — 12 Comprehensive income/(loss) attributable to Willis Towers Watson $ 46 $ 62 $ (215 ) $ 8 $ 145 $ 46 Unaudited Condensed Consolidating Statement of Comprehensive Income Three Months Ended September 30, 2016 Willis The Other The Other Consolidating Consolidated Revenues Commissions and fees $ — $ — $ 5 $ 1,756 $ — $ 1,761 Interest and other income — — — 16 — 16 Total revenues — — 5 1,772 — 1,777 Costs of providing services Salaries and benefits — — 14 1,105 — 1,119 Other operating expenses 1 27 10 332 — 370 Depreciation — 1 4 40 — 45 Amortization — — — 157 — 157 Restructuring costs — 7 7 35 — 49 Transaction and integration expenses — 1 5 30 — 36 Total costs of providing services 1 36 40 1,699 — 1,776 (Loss)/income from operations (1 ) (36 ) (35 ) 73 — 1 Income from Group undertakings — (126 ) (61 ) (34 ) 221 — Expenses due to Group undertakings — 13 48 160 (221 ) — Interest expense 8 22 10 5 — 45 Other expense, net — — — 14 — 14 (LOSS)/INCOME FROM OPERATIONS BEFORE INCOME TAXES AND INTEREST IN EARNINGS OF ASSOCIATES (9 ) 55 (32 ) (72 ) — (58 ) Benefit from income taxes — (9 ) (10 ) (7 ) — (26 ) (LOSS)/INCOME FROM OPERATIONS BEFORE INTEREST IN EARNINGS OF ASSOCIATES (9 ) 64 (22 ) (65 ) — (32 ) Interest in earnings of associates, net of tax — — — 1 — 1 Equity account for subsidiaries (23 ) (82 ) (29 ) — 134 — NET LOSS (32 ) (18 ) (51 ) (64 ) 134 (31 ) Income attributable to non-controlling interests — — — (1 ) — (1 ) NET LOSS ATTRIBUTABLE TO WILLIS TOWERS WATSON $ (32 ) $ (18 ) $ (51 ) $ (65 ) $ 134 $ (32 ) Comprehensive loss before non-controlling interests $ (72 ) $ (58 ) $ (77 ) $ (91 ) $ 225 $ (73 ) Comprehensive loss attributable to non-controlling interest — — — 1 — 1 Comprehensive loss attributable to Willis Towers Watson $ (72 ) $ (58 ) $ (77 ) $ (90 ) $ 225 $ (72 ) Unaudited Condensed Consolidating Statement of Comprehensive Income Nine Months Ended September 30, 2017 Willis The Other The Other Consolidating Consolidated Revenues Commissions and fees $ — $ — $ 14 $ 6,051 $ — $ 6,065 Interest and other income — — — 59 — 59 Total revenues — — 14 6,110 — 6,124 Costs of providing services Salaries and benefits 4 — 40 3,440 — 3,484 Other operating expenses 2 74 16 1,066 — 1,158 Depreciation — 5 — 146 — 151 Amortization — 3 — 441 (3 ) 441 Restructuring costs — 5 1 79 — 85 Transaction and integration expenses — 32 6 139 — 177 Total costs of providing services 6 119 63 5,311 (3 ) 5,496 (Loss)/income from operations (6 ) (119 ) (49 ) 799 3 628 Income from Group undertakings — (402 ) (160 ) (112 ) 674 — Expenses due to Group undertakings — 52 144 478 (674 ) — Interest expense 23 75 25 16 — 139 Other (income)/expense, net — (48 ) — (70 ) 197 79 (LOSS)/INCOME FROM OPERATIONS BEFORE INCOME TAXES AND INTEREST IN EARNINGS OF ASSOCIATES (29 ) 204 (58 ) 487 (194 ) 410 (Benefit from)/provision for income taxes (2 ) 19 (7 ) 63 — 73 (LOSS)/INCOME FROM OPERATIONS BEFORE INTEREST IN EARNINGS OF ASSOCIATES (27 ) 185 (51 ) 424 (194 ) 337 Interest in earnings of associates, net of tax — — — 2 — 2 Equity account for subsidiaries 350 158 (23 ) — (485 ) — NET INCOME/(LOSS) 323 343 (74 ) 426 (679 ) 339 Income attributable to non-controlling interests — — — (16 ) — (16 ) NET INCOME/(LOSS) ATTRIBUTABLE TO WILLIS TOWERS WATSON $ 323 $ 343 $ (74 ) $ 410 $ (679 ) $ 323 Comprehensive income before non-controlling interests $ 531 $ 552 $ 68 $ 434 $ (1,039 ) $ 546 Comprehensive income attributable to non-controlling interests — — — (15 ) — (15 ) Comprehensive income attributable to Willis Towers Watson $ 531 $ 552 $ 68 $ 419 $ (1,039 ) $ 531 Unaudited Condensed Consolidating Statement of Comprehensive Income Nine Months Ended September 30, 2016 Willis The Other The Other Consolidating Consolidated Revenues Commissions and fees $ — $ — $ 16 $ 5,858 $ — $ 5,874 Interest and other income — 1 — 85 — 86 Total revenues — 1 16 5,943 — 5,960 Costs of providing services Salaries and benefits 1 1 38 3,479 — 3,519 Other operating expenses 4 84 82 1,001 — 1,171 Depreciation — 3 11 118 — 132 Amortization — — — 443 — 443 Restructuring costs — 18 23 74 — 115 Transaction and integration expenses — 13 15 89 — 117 Total costs of providing services 5 119 169 5,204 — 5,497 (Loss)/income from operations (5 ) (118 ) (153 ) 739 — 463 Income from Group undertakings — (367 ) (177 ) (104 ) 648 — Expenses due to Group undertakings — 53 134 461 (648 ) — Interest expense 25 65 29 19 — 138 Other expense/(income), net 1 (2 ) — 27 — 26 (LOSS)/INCOME FROM OPERATIONS BEFORE INCOME TAXES AND INTEREST IN EARNINGS OF ASSOCIATES (31 ) 133 (139 ) 336 — 299 (Benefit from)/provision for income taxes — (32 ) (41 ) 84 — 11 (LOSS)/INCOME FROM OPERATIONS BEFORE INTEREST IN EARNINGS OF ASSOCIATES (31 ) 165 (98 ) 252 — 288 Interest in earnings of associates, net of tax — — — 2 — 2 Equity account for subsidiaries 309 124 92 — (525 ) — NET INCOME/(LOSS) 278 289 (6 ) 254 (525 ) 290 Income attributable to non-controlling interests — — — (12 ) — (12 ) NET INCOME/(LOSS) ATTRIBUTABLE TO WILLIS TOWERS WATSON $ 278 $ 289 $ (6 ) $ 242 $ (525 ) $ 278 Comprehensive income/(loss) before non-controlling interests $ 94 $ 104 $ (107 ) $ 88 $ (83 ) $ 96 Comprehensive income attributable to non-controlling interest — — — (2 ) — (2 ) Comprehensive income/(loss) attributable to Willis Towers Watson $ 94 $ 104 $ (107 ) $ 86 $ (83 ) $ 94 Unaudited Condensed Consolidating Balance Sheet As of September 30, 2017 Willis The Other The Other Consolidating Consolidated ASSETS Cash and cash equivalents $ — $ 5 $ — $ 907 $ — $ 912 Fiduciary assets — — — 12,206 — 12,206 Accounts receivable, net — — 5 2,150 — 2,155 Prepaid and other current assets 2 26 143 298 (51 ) 418 Amounts due from group undertakings 6,131 1,478 1,360 2,576 (11,545 ) — Total current assets 6,133 1,509 1,508 18,137 (11,596 ) 15,691 Investments in subsidiaries 4,357 8,895 6,209 — (19,461 ) — Fixed assets, net — 35 — 902 — 937 Goodwill — — — 10,529 — 10,529 Other intangible assets, net — 61 — 4,034 (61 ) 4,034 Pension benefits assets — — — 649 — 649 Other non-current assets — 14 246 373 (201 ) 432 Non-current amounts due from group undertakings — 4,918 861 48 (5,827 ) — Total non-current assets 4,357 13,923 7,316 16,535 (25,550 ) 16,581 TOTAL ASSETS $ 10,490 $ 15,432 $ 8,824 $ 34,672 $ (37,146 ) $ 32,272 LIABILITIES AND EQUITY Fiduciary liabilities $ — $ — $ — $ 12,206 $ — $ 12,206 Deferred revenue and accrued expenses 1 9 82 1,380 — 1,472 Short-term debt and current portion of long-term debt — — — 85 — 85 Other current liabilities 78 43 117 546 9 793 Amounts due to group undertakings — 7,537 2,402 1,607 (11,546 ) — Total current liabilities 79 7,589 2,601 15,824 (11,537 ) 14,556 Long-term debt 496 2,945 946 106 — 4,493 Liability for pension benefits — — — 1,207 — 1,207 Deferred tax liabilities — — — 1,057 (201 ) 856 Provision for liabilities — — 120 483 — 603 Other non-current liabilities — 7 59 410 — 476 Non-current amounts due to group undertakings — — 519 5,308 (5,827 ) — Total non-current liabilities 496 2,952 1,644 8,571 (6,028 ) 7,635 TOTAL LIABILITIES 575 10,541 4,245 24,395 (17,565 ) 22,191 REDEEMABLE NON-CONTROLLING INTEREST — — — 55 — 55 EQUITY Total Willis Towers Watson shareholders’ equity 9,915 4,891 4,579 10,111 (19,581 ) 9,915 Non-controlling interests — — — 111 — 111 Total equity 9,915 4,891 4,579 10,222 (19,581 ) 10,026 TOTAL LIABILITIES AND EQUITY $ 10,490 $ 15,432 $ 8,824 $ 34,672 $ (37,146 ) $ 32,272 Unaudited Condensed Consolidating Balance Sheet As of December 31, 2016 Willis The Other The Other Consolidating Consolidated ASSETS Cash and cash equivalents $ — $ — $ — $ 870 $ — $ 870 Fiduciary assets — — — 10,505 — 10,505 Accounts receivable, net — — 7 2,073 — 2,080 Prepaid and other current assets — 49 23 324 (59 ) 337 Amounts due from group undertakings 7,229 1,706 1,190 2,370 (12,495 ) — Total current assets 7,229 1,755 1,220 16,142 (12,554 ) 13,792 Investments in subsidiaries 3,409 7,733 5,480 — (16,622 ) — Fixed assets, net — 34 — 805 — 839 Goodwill — — — 10,413 — 10,413 Other intangible assets, net — 64 — 4,368 (64 ) 4,368 Pension benefits assets — — — 488 — 488 Other non-current assets — 10 80 310 (47 ) 353 Non-current amounts due from group undertakings — 4,655 836 — (5,491 ) — Total non-current assets 3,409 12,496 6,396 16,384 (22,224 ) 16,461 TOTAL ASSETS $ 10,638 $ 14,251 $ 7,616 $ 32,526 $ (34,778 ) $ 30,253 LIABILITIES AND EQUITY Fiduciary liabilities $ — $ — $ — $ 10,505 $ — $ 10,505 Deferred revenue and accrued expenses — 15 27 1,488 (49 ) 1,481 Short-term debt and current portion of long-term debt — 22 394 92 — 508 Other current liabilities 77 94 23 684 (2 ) 876 Amounts due to group undertakings — 8,323 2,075 2,097 (12,495 ) — Total current liabilities 77 8,454 2,519 14,866 (12,546 ) 13,370 Long-term debt 496 2,506 186 169 — 3,357 Liability for pension benefits — — — 1,321 — 1,321 Deferred tax liabilities — — — 1,013 (149 ) 864 Provision for liabilities — — 120 455 — 575 Other non-current liabilities — 48 15 483 (14 ) 532 Non-current amounts due to group undertakings — — 518 4,973 (5,491 ) — Total non-current liabilities 496 2,554 839 8,414 (5,654 ) 6,649 TOTAL LIABILITIES 573 11,008 3,358 23,280 (18,200 ) 20,019 REDEEMABLE NON-CONTROLLING INTEREST — — — 51 — 51 EQUITY Total Willis Towers Watson shareholders’ equity 10,065 3,243 4,258 9,077 (16,578 ) 10,065 Non-controlling interests — — — 118 — 118 Total equity 10,065 3,243 4,258 9,195 (16,578 ) 10,183 TOTAL LIABILITIES AND EQUITY $ 10,638 $ 14,251 $ 7,616 $ 32,526 $ (34,778 ) $ 30,253 Unaudited Condensed Consolidating Statement of Cash Flows Nine Months Ended September 30, 2017 Willis The Other The Other Consolidating Consolidated NET CASH FROM/(USED IN) OPERATING ACTIVITIES $ 525 $ (498 ) $ (99 ) $ 774 $ (187 ) $ 515 CASH FLOWS FROM/(USED IN) INVESTING ACTIVITIES Additions to fixed assets and software for internal use — (6 ) — (192 ) — (198 ) Capitalized software costs — — — (52 ) — (52 ) Acquisitions of operations, net of cash acquired — — — (13 ) — (13 ) Other, net — — — 1 — 1 Proceeds from intercompany investing activities 1,102 336 10 223 (1,671 ) — Repayments of intercompany investing activities — (195 ) — (311 ) 506 — Reduction in investment in subsidiaries — 1,148 — 59 (1,207 ) — Additional investment in subsidiaries (1,000 ) (207 ) — — 1,207 — Net cash from/(used in) investing activities $ 102 $ 1,076 $ 10 $ (285 ) $ (1,165 ) $ (262 ) CASH FLOWS USED IN FINANCING ACTIVITIES Net borrowings on revolving credit facility — 560 115 — — 675 Senior notes issued — — 650 — — 650 Proceeds from issuance of other debt — — — 32 — 32 Debt issuance costs — (4 ) (5 ) — — (9 ) Repayments of debt — (219 ) (400 ) (95 ) — (714 ) Repurchase of shares (462 ) — — — — (462 ) Proceeds from issuance of shares 44 — — — — 44 Payments related to share cancellation — — — (177 ) — (177 ) Payments of deferred and contingent consideration related to acquisitions — — — (43 ) — (43 ) Cash paid for employee taxes on withholding shares — — — (14 ) — (14 ) Dividends paid (209 ) — (58 ) (129 ) 187 (209 ) Acquisitions of and dividends paid to non-controlling interests — — — (19 ) — (19 ) Proceeds from intercompany financing activities — 163 148 195 (506 ) — Repayments of intercompany financing activities — (1,073 ) (361 ) (237 ) 1,671 — Net cash (used in)/from financing activities $ (627 ) $ (573 ) $ 89 $ (487 ) $ 1,352 $ (246 ) INCREASE IN CASH AND CASH EQUIVALENTS — 5 — 2 — 7 Effect of exchange rate changes on cash and cash equivalents — — — 35 — 35 CASH AND CASH EQUIVALENTS, BEGINNING OF PERIOD — — — 870 — 870 CASH AND CASH EQUIVALENTS, END OF PERIOD $ — $ 5 $ — $ 907 $ — $ 912 Unaudited Condensed Consolidating Statement of Cash Flows Nine Months Ended September 30, 2016 Willis The Other The Other Consolidating Consolidated NET CASH FROM/(USED IN) OPERATING ACTIVITIES $ 6 $ (130 ) $ (175 ) $ 989 $ (69 ) $ 621 CASH FLOWS FROM/(USED IN) INVESTING ACTIVITIES Additions to fixed assets and software for internal use — (76 ) (8 ) (131 ) 64 (151 ) Capitalized software costs — — — (64 ) — (64 ) Acquisitions of operations, net of cash acquired — — — 476 — 476 Other, net — — 1 16 5 22 Proceeds from intercompany investing activities 47 47 — 18 (112 ) — Repayments of intercompany investing activities (4,015 ) (3,953 ) — (805 ) 8,773 — Reduction in investment in subsidiaries 4,600 3,600 — — (8,200 ) — Additional investment in subsidiaries — (4,600 ) — (3,600 ) 8,200 — Net cash from/(used in) investing activities $ 632 $ (4,982 ) $ (7 ) $ (4,090 ) $ 8,730 $ 283 CASH FLOWS (USED IN)/FROM FINANCING ACTIVITIES Net payments on revolving credit facility — (389 ) — — — (389 ) Senior notes issued — 1,606 — — — 1,606 Proceeds from issuance of other debt — 400 — 4 — 404 Debt issuance costs — (14 ) — — — (14 ) Repayments of debt (300 ) (1,032 ) — (529 ) — (1,861 ) Repurchase of shares (222 ) — — — — (222 ) Proceeds from issuance of shares 44 — — — — 44 Payments of deferred and contingent consideration related to acquisitions — — — (64 ) — (64 ) Dividends paid (133 ) — — — — (133 ) Cash paid for employee taxes on withholding shares — — — (13 ) — (13 ) Acquisitions of and dividends paid to non-controlling interests — — — (17 ) — (17 ) Proceeds from intercompany financing activities — 4,557 199 4,017 (8,773 ) — Repayments of intercompany financing activities (30 ) (18 ) (17 ) (47 ) 112 — Net cash (used in)/from financing activities $ (641 ) $ 5,110 $ 182 $ 3,351 $ (8,661 ) $ (659 ) (DECREASE)/INCREASE IN CASH AND CASH EQUIVALENTS (3 ) (2 ) — 250 — 245 Effect of exchange rate changes on cash and cash equivalents — — — (10 ) — (10 ) CASH AND CASH EQUIVALENTS, BEGINNING OF PERIOD 3 2 — 527 — 532 CASH AND CASH EQUIVALENTS, END OF PERIOD $ — $ — $ — $ 767 $ — $ 767 Financial Information for Parent Issuer, Guarantor Subsidiaries and Non-Guarantor Subsidiaries On March 17, 2011, the Company issued senior notes totaling $800 million in a registered public offering. On March 15, 2016, $300 million of these senior notes was repaid, leaving $500 million outstanding. These debt securities were issued by Willis Towers Watson (‘WTW Debt Securities’) and are guaranteed by certain of the Company’s subsidiaries. Therefore, the Company is providing the condensed consolidating financial information below. The following wholly owned subsidiaries (directly or indirectly) fully and unconditionally guarantee the WTW Debt Securities on a joint and several basis: Willis Netherlands Holdings B.V., Willis Investment U.K. Holdings Limited, TA I Limited, Trinity Acquisition plc, Willis Group Limited, Willis North America Inc., Willis Towers Watson Sub Holdings Unlimited Company and Willis Towers Watson UK Holdings Limited (the ‘Guarantors’). On August 11, 2017 a newly formed entity, Willis Towers Watson UK Holdings Limited, became the successor to, and assumed all guarantees of, WTW Bermuda Holdings Limited under the outstanding indentures for the senior notes described above. As both entities are direct subsidiaries of TA I Limited, and sub-consolidate within the ‘Other Guarantors’ columns of the financial statements presented herein, there is no significant impact on the condensed consolidated financial statements from what has previously been disclosed. Please refer to the Current Report on Form 8-K filed on August 16, 2017 for additional information regarding this change. The guarantor structure described above differs from the guarantor structure associated with the senior notes issued by Willis North America described in Note 17 and the guarantor structure associated with the senior notes and revolving credit facility issued by Trinity Acquisition plc described in Note 19 . Presented below is condensed consolidating financial information for: (i) Willis Towers Watson, which is the Parent Issuer; (ii) the Guarantors, which are all 100 percent directly or indirectly owned subsidiaries of the parent; (iii) Other, which are the non-guarantor subsidiaries, on a combined basis; (iv) Consolidating adjustments; and (v) the Consolidated Company. The equity method has been used for investments in subsidiaries in the condensed consolidating balance sheets of Willis Towers Watson and the Guarantors. Unaudited Condensed Consolidating Statement of Comprehensive Income Three Months Ended September 30, 2017 Willis The Other Consolidating Consolidated Revenues Commissions and fees $ — $ 3 $ 1,829 $ — $ 1,832 Interest and other income — — 20 — 20 Total revenues — 3 1,849 — 1,852 Costs of providing services Salaries and benefits 2 20 1,123 — 1,145 Other operating expenses — 36 330 366 Depreciation — 2 52 — 54 Amortization — 1 143 (3 ) 141 Restructuring costs — 2 29 — 31 Transaction and integration expenses — 6 68 — 74 Total costs of providing services 2 67 1,745 (3 ) 1,811 (Loss)/income from operations (2 ) (64 ) 104 3 41 Income from Group undertakings — (155 ) (39 ) 194 — Expenses due to Group undertakings — 34 160 (194 ) — Interest expense 8 34 5 — 47 Other (income)/expense, net — (48 ) (120 ) 197 29 (LOSS)/INCOME FROM OPERATIONS BEFORE INCOME TAXES AND INTEREST IN EARNINGS OF ASSOCIATES (10 ) 71 98 (194 ) (35 ) (Benefit from)/provision for income taxes (1 ) 6 14 — 19 (LOSS)/INCOME FROM OPERATIONS BEFORE INTEREST IN EARNINGS OF ASSOCIATES (9 ) 65 84 (194 ) (54 ) Interest in earnings of associates, net of tax — — — — — Equity account for subsidiaries (45 ) (107 ) — 152 — NET (LOSS)/INCOME (54 ) (42 ) 84 (42 ) (54 ) Income attributable to non-controlling interests — — — — — NET (LOSS)/INCOME ATTRIBUTABLE TO WILLIS TOWERS WATSON $ (54 ) $ (42 ) $ 84 $ (42 ) $ (54 ) Comprehensive income before non-controlling interests $ 46 $ 62 $ (4 ) $ (70 ) $ 34 Comprehensive loss attributable to non-controlling interests — — 12 — 12 Comprehensive income attributable to Willis Towers Watson $ 46 $ 62 $ 8 $ (70 ) $ 46 Unaudited Condensed Consolidating Statement of Comprehensive Income Three Months Ended September 30, 2016 Willis The Other Consolidating Consolidated Revenues Commissions and fees $ — $ 5 $ 1,756 $ — $ 1,761 Interest and other income — — 16 — 16 Total revenues — 5 1,772 — 1,777 Costs of providing services Salaries and benefits — 14 1,105 — 1,119 Other operating expenses 1 37 332 — 370 Depreciation — 5 40 — 45 Amortization — — 157 — 157 Restructuring costs — 14 35 — 49 Transaction and integration expenses — 6 30 — 36 Total costs of providing services 1 76 1,699 — 1,776 (Loss)/income from operations (1 ) (71 ) 73 — 1 Income from Group undertakings — (159 ) (34 ) 193 — Expenses due to Group undertakings — 33 160 (193 ) — Interest expense 8 32 5 — 45 Other expense, net — — 14 — 14 (LOSS)/INCOME FROM OPERATIONS BEFORE INCOME TAXES AND INTEREST IN EARNINGS OF ASSOCIATES (9 ) 23 (72 ) — (58 ) Benefit from income taxes — (19 ) (7 ) — (26 ) (LOSS)/INCOME FROM OPERATIONS BEFORE INTEREST IN EARNINGS OF ASSOCIATES (9 ) 42 (65 ) — (32 ) Interest in earnings of associates, net of tax — — 1 — 1 Equity account for subsidiaries (23 ) (60 ) — 83 — NET LOSS (32 ) (18 ) (64 ) 83 (31 ) Income attributable to non-controlling interests — — (1 ) — (1 ) NET LOSS ATTRIBUTABLE TO WILLIS TOWERS WATSON $ (32 ) $ (18 ) $ (65 ) $ 83 $ (32 ) Comprehensive loss before non-controlling interests $ (72 ) $ (58 ) $ (91 ) $ 148 $ (73 ) Comprehensive loss attributable to non-controlling interests — — 1 — 1 Comprehensive loss attributable to Willis Towers Watson $ (72 ) $ (58 ) $ (90 ) $ 148 $ (72 ) Unaudited Condensed Consolidating Statement of Comprehensive Income Nine Months Ended September 30, 2017 Willis The Other Consolidating Consolidated Revenues Commissions and fees $ — $ 14 $ 6,051 $ — $ 6,065 Interest and other income — — 59 — 59 Total revenues — 14 6,110 — 6,124 Costs of providing services Salaries and benefits 4 40 3,440 — 3,484 Other operating expenses 2 90 1,066 — 1,158 Depreciation — 5 146 — 151 Amortization — 3 441 (3 ) 441 Restructuring costs — 6 79 — 85 Transaction and integration expenses — 38 139 — 177 Total costs of providing services 6 182 5,311 (3 ) 5,496 (Loss)/income from operations (6 ) (168 ) 799 3 628 Income from Group undertakings — (478 ) (112 ) 590 — Expenses due to Group undertakings — 112 478 (590 ) — Interest expense 23 100 16 — 139 Other (income)/expense, net — (48 ) (70 ) 197 79 (LOSS)/INCOME FROM OPERATIONS BEFORE INCOME TAXES AND INTEREST IN EARNINGS OF ASSOCIATES (29 ) 146 487 (194 ) 410 (Benefit from)/provision for income taxes (2 ) 12 63 — 73 (LOSS)/INCOME FROM OPERATIONS BEFORE INTEREST IN EARNINGS OF ASSOCIATES (27 ) 134 424 (194 ) 337 Interest in earnings of associates, net of tax — — 2 — 2 Equity account for subsidiaries 350 209 — (559 ) — NET INCOME 323 343 426 (753 ) 339 Income attributable to non-controlling interests — — (16 ) — (16 ) NET INCOME ATTRIBUTABLE TO WILLIS TOWERS WATSON $ 323 $ 343 $ 410 $ (753 ) $ 323 Comprehensive income before non-controlling interests $ 531 $ 552 $ 434 $ (971 ) $ 546 Comprehensive income attributable to non-controlling interests — — (15 ) — (15 ) Comprehensive income attributable to Willis Towers Watson $ 531 $ 552 $ 419 $ (971 ) $ 531 Unaudited Condensed Consolidating Statement of Comprehensive Income Nine Months Ended September 30, 2016 Willis The Other Consolidating Consolidated Revenues Commissions and fees $ — $ 16 $ 5,858 $ — $ 5,874 Interest and other income — 1 85 — 86 Total revenues — 17 5,943 — 5,960 Costs of providing services Salaries and benefits 1 39 3,479 — 3,519 Other operating expenses 4 166 1,001 — 1,171 Depreciation — 14 118 — 132 Amortization — — 443 — 443 Restructuring costs — 41 74 — 115 Transaction and integration expenses — 28 89 — 117 Total costs of providing services 5 288 5,204 — 5,497 (Loss)/income from operations (5 ) (271 ) 739 — 463 Income from Group undertakings — (461 ) (104 ) 565 — Expenses due to Group undertakings — 104 461 (565 ) — Interest expense 25 94 19 — 138 Other expense/(income), net 1 (2 ) 27 — 26 (LOSS)/INCOME FROM OPERATIONS BEFORE INCOME TAXES AND INTEREST IN EARNINGS OF ASSOCIATES (31 ) (6 ) 336 — 299 (Benefit from)/provision for income taxes — (73 ) 84 — 11 (LOSS)/INCOME FROM OPERATIONS BEFORE INTEREST IN EARNINGS OF ASSOCIATES (31 ) 67 252 — 288 Interest in earnings of associates, net of tax — — 2 — 2 Equity account for subsidiaries 309 222 — (531 ) — NET INCOME 278 289 254 (531 ) 290 Income attributable to non-controlling interests — — (12 ) — (12 ) NET INCOME ATTRIBUTABLE TO WILLIS TOWERS WATSON $ 278 $ 289 $ 242 $ (531 ) $ 278 Comprehensive income before non-controlling interests $ 94 $ 104 $ 88 $ (190 ) $ 96 Comprehensive income attributable to non-controlling interests — — (2 ) — (2 ) Comprehensive income attributable to Willis Towers Watson $ 94 $ 104 $ 86 $ (190 ) $ 94 Unaudited Condensed Consolidating Balance Sheet As of September 30, 2017 Willis The Other Consolidating Consolidated ASSETS Cash and cash equivalents $ — $ 5 $ 907 $ — $ 912 Fiduciary assets — — 12,206 — 12,206 Accounts receivable, net — 5 2,150 — 2,155 Prepaid and other current assets 2 169 298 (51 ) 418 Amounts due from group undertakings 6,131 1,728 2,576 (10,435 ) — Total current assets 6,133 1,907 18,137 (10,486 ) 15,691 Investments in subsidiaries 4,357 10,524 — (14,881 ) — Fixed assets, net — 35 902 — 937 Goodwill — — 10,529 — 10,529 Other intangible assets, net — 61 4,034 (61 ) 4,034 Pension benefits assets — — 649 — 649 Other non-current assets — 261 373 (202 ) 432 Non-current amounts due from group undertakings — 5,260 48 (5,308 ) — Total non-current assets 4,357 16,141 16,535 (20,452 ) 16,581 TOTAL ASSETS $ 10,490 $ 18,048 $ 34,672 $ (30,938 ) $ 32,272 LIABILITIES AND EQUITY Fiduciary liabilities $ — $ — $ 12,206 $ — $ 12,206 Deferred revenue and accrued expenses 1 91 1,380 — 1,472 Short-term debt and current portion of long-term debt — — 85 — 85 Other current liabilities 78 160 546 9 793 Amounts due to group undertakings — 8,829 1,607 (10,436 ) — Total current liabilities 79 9,080 15,824 (10,427 ) 14,556 Long-term debt 496 3,891 106 — 4,493 Liability for pension benefits — — 1,207 — 1,207 Deferred tax liabilities — — 1,057 (201 ) 856 Provision for liabilities — 120 483 — 603 Other non-current liabilities — 66 410 — 476 Non-current amounts due to group undertakings — — 5,308 (5,308 ) — Total non-current liabilities 496 4,077 8,571 (5,509 ) 7,635 TOTAL LIABILITIES 575 13,157 24,395 (15,936 ) 22,191 REDEEMABLE NON-CONTROLLING INTEREST — — 55 — 55 EQUITY Total Willis Towers Watson shareholders’ equity 9,915 4,891 10,111 (15,002 ) 9,915 Non-controlling interests — — 111 — 111 Total equity 9,915 4,891 10,222 (15,002 ) 10,026 TOTAL LIABILITIES AND EQUITY $ 10,490 $ 18,048 $ 34,672 $ (30,938 ) $ 32,272 Unaudited Condensed Consolidating Balance Sheet As of December 31, 2016 Willis Towers Watson — the Parent Issuer The Guarantors Other Consolidating adjustments Consolidated ASSETS Cash and cash equivalents $ — $ — $ 870 $ — $ 870 Fiduciary assets — — 10,505 — 10,505 Accounts receivable, net — 7 2,073 — 2,080 Prepaid and other current assets — 72 324 (59 ) 337 Amounts due from group undertakings 7,229 1,648 2,370 (11,247 ) — Total current assets 7,229 1,727 16,142 (11,306 ) 13,792 Investments in subsidiaries 3,409 8,955 — (12,364 ) — Fixed assets, net — 34 805 — 839 Goodwill — — 10,413 — 10,413 Other intangible assets, net — 64 4,368 (64 ) 4,368 Pension benefits assets — — 488 — 488 Other non-current assets — 90 310 (47 ) 353 Non-current amounts due from group undertakings — 4,973 — (4,973 ) — Total non-current assets 3,409 14,116 16,384 (17,448 ) 16,461 TOTAL ASSETS $ 10,638 $ 15,843 $ 32,526 $ (28,754 ) $ 30,253 LIABILITIES AND EQUITY Fiduciary liabilities $ — $ — $ 10,505 $ — $ 10,505 Deferred revenue and accrued expenses — 42 1,488 (49 ) 1,481 Short-term debt and current portion of long-term debt — 416 92 — 508 Other current liabilities 77 117 684 (2 ) 876 Amounts due to group undertakings — 9,150 2,097 (11,247 ) — Total current liabilities 77 9,725 14,866 (11,298 ) 13,370 Long-term debt 496 2,692 169 — 3,357 Liability for pension benefits — — 1,321 — 1,321 Deferred tax liabilities — — 1,013 (149 ) 864 Provision for liabilities — 120 455 — 575 Other non-current liabilities — 63 483 (14 ) 532 Non-current amounts due to group undertakings — — 4,973 (4,973 ) — Total non-current liabilities 496 2,875 8,414 (5,136 ) 6,649 TOTAL LIABILITIES 573 12,600 23,280 (16,434 ) 20,019 REDEEMABLE NON-CONTROLLING INTEREST — — 51 — 51 EQUITY Total Willis Towers Watson shareholders’ equity 10,065 3,243 9,077 (12,320 ) 10,065 Non-controlling interests — — 118 — 118 Total equity 10,065 3,243 9,195 (12,320 ) 10,183 TOTAL LIABILITIES AND EQUITY $ 10,638 $ 15,843 $ 32,526 $ (28,754 ) $ 30,253 Unaudited Condensed Consolidating Statement of Cash Flows Nine Months Ended September 30, 2017 Willis The Other Consolidating Consolidated NET CASH FROM/(USED IN) OPERATING ACTIVITIES $ 525 $ (655 ) $ 774 $ (129 ) $ 515 CASH FLOWS FROM/(USED IN) INVESTING ACTIVITIES Additions to fixed assets and software for internal use — (6 ) (192 ) — (198 ) Capitalized software costs — — (52 ) — (52 ) Acquisitions of operations, net of cash acquired — — (13 ) — (13 ) Other, net — — 1 — 1 Proceeds from intercompany investing activities 1,102 143 223 (1,468 ) — Repayments of intercompany investing activities — (195 ) (311 ) 506 — Reduction in investment in subsidiaries — 1,148 59 (1,207 ) — Additional investment in subsidiaries (1,000 ) (207 ) — 1,207 — Net cash from/(used in) investing activities $ 102 $ 883 $ (285 ) $ (962 ) $ (262 ) CASH FLOWS USED IN FINANCING ACTIVITIES Net borrowings on revolving credit facility — 675 — — 675 Senior notes issued — 650 — — 650 Proceeds from issuance of other debt — — 32 — 32 Debt issuance costs — (9 ) — — (9 ) Repayments of debt — (619 ) (95 ) — (714 ) Repurchase of shares (462 ) — — — (462 ) Proceeds from issuance of shares 44 — — — 44 Payments related to share cancellation — — (177 ) — (177 ) Payments of deferred and contingent consideration related to acquisitions — — (43 ) — (43 ) Cash paid for employee taxes on withholding shares — — (14 ) — (14 ) Dividends paid (209 ) — (129 ) 129 (209 ) Acquisitions of and dividends paid to non-controlling interests — — (19 ) — (19 ) Proceeds from intercompany financing activities — 311 195 (506 ) — Repayments of intercompany financing activities — (1,231 ) (237 ) 1,468 — Net cash used in financing activities $ (627 ) $ (223 ) $ (487 ) $ 1,091 $ (246 ) INCREASE IN CASH AND CASH EQUIVALENTS — 5 2 — 7 Effect of exchange rate changes on cash and cash equivalents — — 35 — 35 CASH AND CASH EQUIVALENTS, BEGINNING OF PERIOD — — 870 — 870 CASH AND CASH EQUIVALENTS, END OF PERIOD $ — $ 5 $ 907 $ — $ |
Financial Information for Par24
Financial Information for Parent Issuer, Guarantor Subsidiaries and Non-Guarantor Subsidiaries | 9 Months Ended |
Sep. 30, 2017 | |
Condensed Financial Information of Parent Company Only Disclosure [Abstract] | |
Financial Information for Parent Issuer, Guarantor Subsidiaries and Non-Guarantor Subsidiaries | Financial Information for Parent Guarantor, Other Guarantor Subsidiaries and Non-Guarantor Subsidiaries Willis North America Inc. (‘Willis North America’) has $837 million senior notes outstanding of which $187 million were issued on September 29, 2009, and $650 million were issued on May 16, 2017. Additionally, Willis North America had $394 million of senior notes issued on March 28, 2007; these were subsequently repaid on March 28, 2017. All direct obligations under the senior notes are jointly and severally, irrevocably and fully and unconditionally guaranteed by Willis Netherlands Holdings B.V., Willis Investment U.K. Holdings Limited, TA I Limited, Trinity Acquisition plc, Willis Group Limited, Willis Towers Watson Sub Holdings Unlimited Company and Willis Towers Watson UK Holdings Limited, collectively the ‘Other Guarantors’, and with Willis Towers Watson, the ‘Guarantor Companies’. On August 11, 2017 a newly formed entity, Willis Towers Watson UK Holdings Limited, became the successor to, and assumed all guarantees of, WTW Bermuda Holdings Limited under the outstanding indentures for the senior notes described above. As both entities are direct subsidiaries of TA I Limited, and sub-consolidate within the ‘Other Guarantors’ columns of the financial statements presented herein, there is no significant impact on the condensed consolidated financial statements from what has previously been disclosed. Please refer to the Current Report on Form 8-K filed on August 16, 2017 for additional information regarding this change. The guarantor structure described above differs from the guarantor structure associated with the senior notes issued by Willis Towers Watson described in Note 18 and the guarantor structure associated with the senior notes and revolving credit facility issued by Trinity Acquisition plc described in Note 19 . Presented below is condensed consolidating financial information for: (i) Willis Towers Watson, which is a guarantor, on a parent company only basis; (ii) the Other Guarantors, which are all 100 percent directly or indirectly owned subsidiaries of the parent and are all direct or indirect parents of the issuer; (iii) the Issuer, Willis North America; (iv) Other, which are the non-guarantor subsidiaries, on a combined basis; (v) Consolidating adjustments; and (vi) the Consolidated Company. The equity method has been used for investments in subsidiaries in the condensed consolidating balance sheets of Willis Towers Watson, the Other Guarantors and the Issuer. Unaudited Condensed Consolidating Statement of Comprehensive Income Three Months Ended September 30, 2017 Willis The Other The Other Consolidating Consolidated Revenues Commissions and fees $ — $ — $ 3 $ 1,829 $ — $ 1,832 Interest and other income — — — 20 — 20 Total revenues — — 3 1,849 — 1,852 Costs of providing services Salaries and benefits 2 — 20 1,123 — 1,145 Other operating expenses — 30 6 330 — 366 Depreciation — 2 — 52 — 54 Amortization — 1 — 143 (3 ) 141 Restructuring costs — 1 1 29 — 31 Transaction and integration expenses — 2 4 68 — 74 Total costs of providing services 2 36 31 1,745 (3 ) 1,811 (Loss)/income from operations (2 ) (36 ) (28 ) 104 3 41 Income from Group undertakings — (136 ) (46 ) (39 ) 221 — Expenses due to Group undertakings — 13 48 160 (221 ) — Interest expense 8 25 9 5 — 47 Other (income)/expense, net — (48 ) — (120 ) 197 29 (LOSS)/INCOME FROM OPERATIONS BEFORE INCOME TAXES AND INTEREST IN EARNINGS OF ASSOCIATES (10 ) 110 (39 ) 98 (194 ) (35 ) (Benefit from)/provision for income taxes (1 ) 10 (4 ) 14 — 19 (LOSS)/INCOME FROM OPERATIONS BEFORE INTEREST IN EARNINGS OF ASSOCIATES (9 ) 100 (35 ) 84 (194 ) (54 ) Interest in earnings of associates, net of tax — — — — — — Equity account for subsidiaries (45 ) (142 ) (248 ) — 435 — NET (LOSS)/INCOME (54 ) (42 ) (283 ) 84 241 (54 ) Income attributable to non-controlling interests — — — — — — NET (LOSS)/INCOME ATTRIBUTABLE TO WILLIS TOWERS WATSON $ (54 ) $ (42 ) $ (283 ) $ 84 $ 241 $ (54 ) Comprehensive income/(loss) before non-controlling interests $ 46 $ 62 $ (215 ) $ (4 ) $ 145 $ 34 Comprehensive loss attributable to non-controlling interest — — — 12 — 12 Comprehensive income/(loss) attributable to Willis Towers Watson $ 46 $ 62 $ (215 ) $ 8 $ 145 $ 46 Unaudited Condensed Consolidating Statement of Comprehensive Income Three Months Ended September 30, 2016 Willis The Other The Other Consolidating Consolidated Revenues Commissions and fees $ — $ — $ 5 $ 1,756 $ — $ 1,761 Interest and other income — — — 16 — 16 Total revenues — — 5 1,772 — 1,777 Costs of providing services Salaries and benefits — — 14 1,105 — 1,119 Other operating expenses 1 27 10 332 — 370 Depreciation — 1 4 40 — 45 Amortization — — — 157 — 157 Restructuring costs — 7 7 35 — 49 Transaction and integration expenses — 1 5 30 — 36 Total costs of providing services 1 36 40 1,699 — 1,776 (Loss)/income from operations (1 ) (36 ) (35 ) 73 — 1 Income from Group undertakings — (126 ) (61 ) (34 ) 221 — Expenses due to Group undertakings — 13 48 160 (221 ) — Interest expense 8 22 10 5 — 45 Other expense, net — — — 14 — 14 (LOSS)/INCOME FROM OPERATIONS BEFORE INCOME TAXES AND INTEREST IN EARNINGS OF ASSOCIATES (9 ) 55 (32 ) (72 ) — (58 ) Benefit from income taxes — (9 ) (10 ) (7 ) — (26 ) (LOSS)/INCOME FROM OPERATIONS BEFORE INTEREST IN EARNINGS OF ASSOCIATES (9 ) 64 (22 ) (65 ) — (32 ) Interest in earnings of associates, net of tax — — — 1 — 1 Equity account for subsidiaries (23 ) (82 ) (29 ) — 134 — NET LOSS (32 ) (18 ) (51 ) (64 ) 134 (31 ) Income attributable to non-controlling interests — — — (1 ) — (1 ) NET LOSS ATTRIBUTABLE TO WILLIS TOWERS WATSON $ (32 ) $ (18 ) $ (51 ) $ (65 ) $ 134 $ (32 ) Comprehensive loss before non-controlling interests $ (72 ) $ (58 ) $ (77 ) $ (91 ) $ 225 $ (73 ) Comprehensive loss attributable to non-controlling interest — — — 1 — 1 Comprehensive loss attributable to Willis Towers Watson $ (72 ) $ (58 ) $ (77 ) $ (90 ) $ 225 $ (72 ) Unaudited Condensed Consolidating Statement of Comprehensive Income Nine Months Ended September 30, 2017 Willis The Other The Other Consolidating Consolidated Revenues Commissions and fees $ — $ — $ 14 $ 6,051 $ — $ 6,065 Interest and other income — — — 59 — 59 Total revenues — — 14 6,110 — 6,124 Costs of providing services Salaries and benefits 4 — 40 3,440 — 3,484 Other operating expenses 2 74 16 1,066 — 1,158 Depreciation — 5 — 146 — 151 Amortization — 3 — 441 (3 ) 441 Restructuring costs — 5 1 79 — 85 Transaction and integration expenses — 32 6 139 — 177 Total costs of providing services 6 119 63 5,311 (3 ) 5,496 (Loss)/income from operations (6 ) (119 ) (49 ) 799 3 628 Income from Group undertakings — (402 ) (160 ) (112 ) 674 — Expenses due to Group undertakings — 52 144 478 (674 ) — Interest expense 23 75 25 16 — 139 Other (income)/expense, net — (48 ) — (70 ) 197 79 (LOSS)/INCOME FROM OPERATIONS BEFORE INCOME TAXES AND INTEREST IN EARNINGS OF ASSOCIATES (29 ) 204 (58 ) 487 (194 ) 410 (Benefit from)/provision for income taxes (2 ) 19 (7 ) 63 — 73 (LOSS)/INCOME FROM OPERATIONS BEFORE INTEREST IN EARNINGS OF ASSOCIATES (27 ) 185 (51 ) 424 (194 ) 337 Interest in earnings of associates, net of tax — — — 2 — 2 Equity account for subsidiaries 350 158 (23 ) — (485 ) — NET INCOME/(LOSS) 323 343 (74 ) 426 (679 ) 339 Income attributable to non-controlling interests — — — (16 ) — (16 ) NET INCOME/(LOSS) ATTRIBUTABLE TO WILLIS TOWERS WATSON $ 323 $ 343 $ (74 ) $ 410 $ (679 ) $ 323 Comprehensive income before non-controlling interests $ 531 $ 552 $ 68 $ 434 $ (1,039 ) $ 546 Comprehensive income attributable to non-controlling interests — — — (15 ) — (15 ) Comprehensive income attributable to Willis Towers Watson $ 531 $ 552 $ 68 $ 419 $ (1,039 ) $ 531 Unaudited Condensed Consolidating Statement of Comprehensive Income Nine Months Ended September 30, 2016 Willis The Other The Other Consolidating Consolidated Revenues Commissions and fees $ — $ — $ 16 $ 5,858 $ — $ 5,874 Interest and other income — 1 — 85 — 86 Total revenues — 1 16 5,943 — 5,960 Costs of providing services Salaries and benefits 1 1 38 3,479 — 3,519 Other operating expenses 4 84 82 1,001 — 1,171 Depreciation — 3 11 118 — 132 Amortization — — — 443 — 443 Restructuring costs — 18 23 74 — 115 Transaction and integration expenses — 13 15 89 — 117 Total costs of providing services 5 119 169 5,204 — 5,497 (Loss)/income from operations (5 ) (118 ) (153 ) 739 — 463 Income from Group undertakings — (367 ) (177 ) (104 ) 648 — Expenses due to Group undertakings — 53 134 461 (648 ) — Interest expense 25 65 29 19 — 138 Other expense/(income), net 1 (2 ) — 27 — 26 (LOSS)/INCOME FROM OPERATIONS BEFORE INCOME TAXES AND INTEREST IN EARNINGS OF ASSOCIATES (31 ) 133 (139 ) 336 — 299 (Benefit from)/provision for income taxes — (32 ) (41 ) 84 — 11 (LOSS)/INCOME FROM OPERATIONS BEFORE INTEREST IN EARNINGS OF ASSOCIATES (31 ) 165 (98 ) 252 — 288 Interest in earnings of associates, net of tax — — — 2 — 2 Equity account for subsidiaries 309 124 92 — (525 ) — NET INCOME/(LOSS) 278 289 (6 ) 254 (525 ) 290 Income attributable to non-controlling interests — — — (12 ) — (12 ) NET INCOME/(LOSS) ATTRIBUTABLE TO WILLIS TOWERS WATSON $ 278 $ 289 $ (6 ) $ 242 $ (525 ) $ 278 Comprehensive income/(loss) before non-controlling interests $ 94 $ 104 $ (107 ) $ 88 $ (83 ) $ 96 Comprehensive income attributable to non-controlling interest — — — (2 ) — (2 ) Comprehensive income/(loss) attributable to Willis Towers Watson $ 94 $ 104 $ (107 ) $ 86 $ (83 ) $ 94 Unaudited Condensed Consolidating Balance Sheet As of September 30, 2017 Willis The Other The Other Consolidating Consolidated ASSETS Cash and cash equivalents $ — $ 5 $ — $ 907 $ — $ 912 Fiduciary assets — — — 12,206 — 12,206 Accounts receivable, net — — 5 2,150 — 2,155 Prepaid and other current assets 2 26 143 298 (51 ) 418 Amounts due from group undertakings 6,131 1,478 1,360 2,576 (11,545 ) — Total current assets 6,133 1,509 1,508 18,137 (11,596 ) 15,691 Investments in subsidiaries 4,357 8,895 6,209 — (19,461 ) — Fixed assets, net — 35 — 902 — 937 Goodwill — — — 10,529 — 10,529 Other intangible assets, net — 61 — 4,034 (61 ) 4,034 Pension benefits assets — — — 649 — 649 Other non-current assets — 14 246 373 (201 ) 432 Non-current amounts due from group undertakings — 4,918 861 48 (5,827 ) — Total non-current assets 4,357 13,923 7,316 16,535 (25,550 ) 16,581 TOTAL ASSETS $ 10,490 $ 15,432 $ 8,824 $ 34,672 $ (37,146 ) $ 32,272 LIABILITIES AND EQUITY Fiduciary liabilities $ — $ — $ — $ 12,206 $ — $ 12,206 Deferred revenue and accrued expenses 1 9 82 1,380 — 1,472 Short-term debt and current portion of long-term debt — — — 85 — 85 Other current liabilities 78 43 117 546 9 793 Amounts due to group undertakings — 7,537 2,402 1,607 (11,546 ) — Total current liabilities 79 7,589 2,601 15,824 (11,537 ) 14,556 Long-term debt 496 2,945 946 106 — 4,493 Liability for pension benefits — — — 1,207 — 1,207 Deferred tax liabilities — — — 1,057 (201 ) 856 Provision for liabilities — — 120 483 — 603 Other non-current liabilities — 7 59 410 — 476 Non-current amounts due to group undertakings — — 519 5,308 (5,827 ) — Total non-current liabilities 496 2,952 1,644 8,571 (6,028 ) 7,635 TOTAL LIABILITIES 575 10,541 4,245 24,395 (17,565 ) 22,191 REDEEMABLE NON-CONTROLLING INTEREST — — — 55 — 55 EQUITY Total Willis Towers Watson shareholders’ equity 9,915 4,891 4,579 10,111 (19,581 ) 9,915 Non-controlling interests — — — 111 — 111 Total equity 9,915 4,891 4,579 10,222 (19,581 ) 10,026 TOTAL LIABILITIES AND EQUITY $ 10,490 $ 15,432 $ 8,824 $ 34,672 $ (37,146 ) $ 32,272 Unaudited Condensed Consolidating Balance Sheet As of December 31, 2016 Willis The Other The Other Consolidating Consolidated ASSETS Cash and cash equivalents $ — $ — $ — $ 870 $ — $ 870 Fiduciary assets — — — 10,505 — 10,505 Accounts receivable, net — — 7 2,073 — 2,080 Prepaid and other current assets — 49 23 324 (59 ) 337 Amounts due from group undertakings 7,229 1,706 1,190 2,370 (12,495 ) — Total current assets 7,229 1,755 1,220 16,142 (12,554 ) 13,792 Investments in subsidiaries 3,409 7,733 5,480 — (16,622 ) — Fixed assets, net — 34 — 805 — 839 Goodwill — — — 10,413 — 10,413 Other intangible assets, net — 64 — 4,368 (64 ) 4,368 Pension benefits assets — — — 488 — 488 Other non-current assets — 10 80 310 (47 ) 353 Non-current amounts due from group undertakings — 4,655 836 — (5,491 ) — Total non-current assets 3,409 12,496 6,396 16,384 (22,224 ) 16,461 TOTAL ASSETS $ 10,638 $ 14,251 $ 7,616 $ 32,526 $ (34,778 ) $ 30,253 LIABILITIES AND EQUITY Fiduciary liabilities $ — $ — $ — $ 10,505 $ — $ 10,505 Deferred revenue and accrued expenses — 15 27 1,488 (49 ) 1,481 Short-term debt and current portion of long-term debt — 22 394 92 — 508 Other current liabilities 77 94 23 684 (2 ) 876 Amounts due to group undertakings — 8,323 2,075 2,097 (12,495 ) — Total current liabilities 77 8,454 2,519 14,866 (12,546 ) 13,370 Long-term debt 496 2,506 186 169 — 3,357 Liability for pension benefits — — — 1,321 — 1,321 Deferred tax liabilities — — — 1,013 (149 ) 864 Provision for liabilities — — 120 455 — 575 Other non-current liabilities — 48 15 483 (14 ) 532 Non-current amounts due to group undertakings — — 518 4,973 (5,491 ) — Total non-current liabilities 496 2,554 839 8,414 (5,654 ) 6,649 TOTAL LIABILITIES 573 11,008 3,358 23,280 (18,200 ) 20,019 REDEEMABLE NON-CONTROLLING INTEREST — — — 51 — 51 EQUITY Total Willis Towers Watson shareholders’ equity 10,065 3,243 4,258 9,077 (16,578 ) 10,065 Non-controlling interests — — — 118 — 118 Total equity 10,065 3,243 4,258 9,195 (16,578 ) 10,183 TOTAL LIABILITIES AND EQUITY $ 10,638 $ 14,251 $ 7,616 $ 32,526 $ (34,778 ) $ 30,253 Unaudited Condensed Consolidating Statement of Cash Flows Nine Months Ended September 30, 2017 Willis The Other The Other Consolidating Consolidated NET CASH FROM/(USED IN) OPERATING ACTIVITIES $ 525 $ (498 ) $ (99 ) $ 774 $ (187 ) $ 515 CASH FLOWS FROM/(USED IN) INVESTING ACTIVITIES Additions to fixed assets and software for internal use — (6 ) — (192 ) — (198 ) Capitalized software costs — — — (52 ) — (52 ) Acquisitions of operations, net of cash acquired — — — (13 ) — (13 ) Other, net — — — 1 — 1 Proceeds from intercompany investing activities 1,102 336 10 223 (1,671 ) — Repayments of intercompany investing activities — (195 ) — (311 ) 506 — Reduction in investment in subsidiaries — 1,148 — 59 (1,207 ) — Additional investment in subsidiaries (1,000 ) (207 ) — — 1,207 — Net cash from/(used in) investing activities $ 102 $ 1,076 $ 10 $ (285 ) $ (1,165 ) $ (262 ) CASH FLOWS USED IN FINANCING ACTIVITIES Net borrowings on revolving credit facility — 560 115 — — 675 Senior notes issued — — 650 — — 650 Proceeds from issuance of other debt — — — 32 — 32 Debt issuance costs — (4 ) (5 ) — — (9 ) Repayments of debt — (219 ) (400 ) (95 ) — (714 ) Repurchase of shares (462 ) — — — — (462 ) Proceeds from issuance of shares 44 — — — — 44 Payments related to share cancellation — — — (177 ) — (177 ) Payments of deferred and contingent consideration related to acquisitions — — — (43 ) — (43 ) Cash paid for employee taxes on withholding shares — — — (14 ) — (14 ) Dividends paid (209 ) — (58 ) (129 ) 187 (209 ) Acquisitions of and dividends paid to non-controlling interests — — — (19 ) — (19 ) Proceeds from intercompany financing activities — 163 148 195 (506 ) — Repayments of intercompany financing activities — (1,073 ) (361 ) (237 ) 1,671 — Net cash (used in)/from financing activities $ (627 ) $ (573 ) $ 89 $ (487 ) $ 1,352 $ (246 ) INCREASE IN CASH AND CASH EQUIVALENTS — 5 — 2 — 7 Effect of exchange rate changes on cash and cash equivalents — — — 35 — 35 CASH AND CASH EQUIVALENTS, BEGINNING OF PERIOD — — — 870 — 870 CASH AND CASH EQUIVALENTS, END OF PERIOD $ — $ 5 $ — $ 907 $ — $ 912 Unaudited Condensed Consolidating Statement of Cash Flows Nine Months Ended September 30, 2016 Willis The Other The Other Consolidating Consolidated NET CASH FROM/(USED IN) OPERATING ACTIVITIES $ 6 $ (130 ) $ (175 ) $ 989 $ (69 ) $ 621 CASH FLOWS FROM/(USED IN) INVESTING ACTIVITIES Additions to fixed assets and software for internal use — (76 ) (8 ) (131 ) 64 (151 ) Capitalized software costs — — — (64 ) — (64 ) Acquisitions of operations, net of cash acquired — — — 476 — 476 Other, net — — 1 16 5 22 Proceeds from intercompany investing activities 47 47 — 18 (112 ) — Repayments of intercompany investing activities (4,015 ) (3,953 ) — (805 ) 8,773 — Reduction in investment in subsidiaries 4,600 3,600 — — (8,200 ) — Additional investment in subsidiaries — (4,600 ) — (3,600 ) 8,200 — Net cash from/(used in) investing activities $ 632 $ (4,982 ) $ (7 ) $ (4,090 ) $ 8,730 $ 283 CASH FLOWS (USED IN)/FROM FINANCING ACTIVITIES Net payments on revolving credit facility — (389 ) — — — (389 ) Senior notes issued — 1,606 — — — 1,606 Proceeds from issuance of other debt — 400 — 4 — 404 Debt issuance costs — (14 ) — — — (14 ) Repayments of debt (300 ) (1,032 ) — (529 ) — (1,861 ) Repurchase of shares (222 ) — — — — (222 ) Proceeds from issuance of shares 44 — — — — 44 Payments of deferred and contingent consideration related to acquisitions — — — (64 ) — (64 ) Dividends paid (133 ) — — — — (133 ) Cash paid for employee taxes on withholding shares — — — (13 ) — (13 ) Acquisitions of and dividends paid to non-controlling interests — — — (17 ) — (17 ) Proceeds from intercompany financing activities — 4,557 199 4,017 (8,773 ) — Repayments of intercompany financing activities (30 ) (18 ) (17 ) (47 ) 112 — Net cash (used in)/from financing activities $ (641 ) $ 5,110 $ 182 $ 3,351 $ (8,661 ) $ (659 ) (DECREASE)/INCREASE IN CASH AND CASH EQUIVALENTS (3 ) (2 ) — 250 — 245 Effect of exchange rate changes on cash and cash equivalents — — — (10 ) — (10 ) CASH AND CASH EQUIVALENTS, BEGINNING OF PERIOD 3 2 — 527 — 532 CASH AND CASH EQUIVALENTS, END OF PERIOD $ — $ — $ — $ 767 $ — $ 767 Financial Information for Parent Issuer, Guarantor Subsidiaries and Non-Guarantor Subsidiaries On March 17, 2011, the Company issued senior notes totaling $800 million in a registered public offering. On March 15, 2016, $300 million of these senior notes was repaid, leaving $500 million outstanding. These debt securities were issued by Willis Towers Watson (‘WTW Debt Securities’) and are guaranteed by certain of the Company’s subsidiaries. Therefore, the Company is providing the condensed consolidating financial information below. The following wholly owned subsidiaries (directly or indirectly) fully and unconditionally guarantee the WTW Debt Securities on a joint and several basis: Willis Netherlands Holdings B.V., Willis Investment U.K. Holdings Limited, TA I Limited, Trinity Acquisition plc, Willis Group Limited, Willis North America Inc., Willis Towers Watson Sub Holdings Unlimited Company and Willis Towers Watson UK Holdings Limited (the ‘Guarantors’). On August 11, 2017 a newly formed entity, Willis Towers Watson UK Holdings Limited, became the successor to, and assumed all guarantees of, WTW Bermuda Holdings Limited under the outstanding indentures for the senior notes described above. As both entities are direct subsidiaries of TA I Limited, and sub-consolidate within the ‘Other Guarantors’ columns of the financial statements presented herein, there is no significant impact on the condensed consolidated financial statements from what has previously been disclosed. Please refer to the Current Report on Form 8-K filed on August 16, 2017 for additional information regarding this change. The guarantor structure described above differs from the guarantor structure associated with the senior notes issued by Willis North America described in Note 17 and the guarantor structure associated with the senior notes and revolving credit facility issued by Trinity Acquisition plc described in Note 19 . Presented below is condensed consolidating financial information for: (i) Willis Towers Watson, which is the Parent Issuer; (ii) the Guarantors, which are all 100 percent directly or indirectly owned subsidiaries of the parent; (iii) Other, which are the non-guarantor subsidiaries, on a combined basis; (iv) Consolidating adjustments; and (v) the Consolidated Company. The equity method has been used for investments in subsidiaries in the condensed consolidating balance sheets of Willis Towers Watson and the Guarantors. Unaudited Condensed Consolidating Statement of Comprehensive Income Three Months Ended September 30, 2017 Willis The Other Consolidating Consolidated Revenues Commissions and fees $ — $ 3 $ 1,829 $ — $ 1,832 Interest and other income — — 20 — 20 Total revenues — 3 1,849 — 1,852 Costs of providing services Salaries and benefits 2 20 1,123 — 1,145 Other operating expenses — 36 330 366 Depreciation — 2 52 — 54 Amortization — 1 143 (3 ) 141 Restructuring costs — 2 29 — 31 Transaction and integration expenses — 6 68 — 74 Total costs of providing services 2 67 1,745 (3 ) 1,811 (Loss)/income from operations (2 ) (64 ) 104 3 41 Income from Group undertakings — (155 ) (39 ) 194 — Expenses due to Group undertakings — 34 160 (194 ) — Interest expense 8 34 5 — 47 Other (income)/expense, net — (48 ) (120 ) 197 29 (LOSS)/INCOME FROM OPERATIONS BEFORE INCOME TAXES AND INTEREST IN EARNINGS OF ASSOCIATES (10 ) 71 98 (194 ) (35 ) (Benefit from)/provision for income taxes (1 ) 6 14 — 19 (LOSS)/INCOME FROM OPERATIONS BEFORE INTEREST IN EARNINGS OF ASSOCIATES (9 ) 65 84 (194 ) (54 ) Interest in earnings of associates, net of tax — — — — — Equity account for subsidiaries (45 ) (107 ) — 152 — NET (LOSS)/INCOME (54 ) (42 ) 84 (42 ) (54 ) Income attributable to non-controlling interests — — — — — NET (LOSS)/INCOME ATTRIBUTABLE TO WILLIS TOWERS WATSON $ (54 ) $ (42 ) $ 84 $ (42 ) $ (54 ) Comprehensive income before non-controlling interests $ 46 $ 62 $ (4 ) $ (70 ) $ 34 Comprehensive loss attributable to non-controlling interests — — 12 — 12 Comprehensive income attributable to Willis Towers Watson $ 46 $ 62 $ 8 $ (70 ) $ 46 Unaudited Condensed Consolidating Statement of Comprehensive Income Three Months Ended September 30, 2016 Willis The Other Consolidating Consolidated Revenues Commissions and fees $ — $ 5 $ 1,756 $ — $ 1,761 Interest and other income — — 16 — 16 Total revenues — 5 1,772 — 1,777 Costs of providing services Salaries and benefits — 14 1,105 — 1,119 Other operating expenses 1 37 332 — 370 Depreciation — 5 40 — 45 Amortization — — 157 — 157 Restructuring costs — 14 35 — 49 Transaction and integration expenses — 6 30 — 36 Total costs of providing services 1 76 1,699 — 1,776 (Loss)/income from operations (1 ) (71 ) 73 — 1 Income from Group undertakings — (159 ) (34 ) 193 — Expenses due to Group undertakings — 33 160 (193 ) — Interest expense 8 32 5 — 45 Other expense, net — — 14 — 14 (LOSS)/INCOME FROM OPERATIONS BEFORE INCOME TAXES AND INTEREST IN EARNINGS OF ASSOCIATES (9 ) 23 (72 ) — (58 ) Benefit from income taxes — (19 ) (7 ) — (26 ) (LOSS)/INCOME FROM OPERATIONS BEFORE INTEREST IN EARNINGS OF ASSOCIATES (9 ) 42 (65 ) — (32 ) Interest in earnings of associates, net of tax — — 1 — 1 Equity account for subsidiaries (23 ) (60 ) — 83 — NET LOSS (32 ) (18 ) (64 ) 83 (31 ) Income attributable to non-controlling interests — — (1 ) — (1 ) NET LOSS ATTRIBUTABLE TO WILLIS TOWERS WATSON $ (32 ) $ (18 ) $ (65 ) $ 83 $ (32 ) Comprehensive loss before non-controlling interests $ (72 ) $ (58 ) $ (91 ) $ 148 $ (73 ) Comprehensive loss attributable to non-controlling interests — — 1 — 1 Comprehensive loss attributable to Willis Towers Watson $ (72 ) $ (58 ) $ (90 ) $ 148 $ (72 ) Unaudited Condensed Consolidating Statement of Comprehensive Income Nine Months Ended September 30, 2017 Willis The Other Consolidating Consolidated Revenues Commissions and fees $ — $ 14 $ 6,051 $ — $ 6,065 Interest and other income — — 59 — 59 Total revenues — 14 6,110 — 6,124 Costs of providing services Salaries and benefits 4 40 3,440 — 3,484 Other operating expenses 2 90 1,066 — 1,158 Depreciation — 5 146 — 151 Amortization — 3 441 (3 ) 441 Restructuring costs — 6 79 — 85 Transaction and integration expenses — 38 139 — 177 Total costs of providing services 6 182 5,311 (3 ) 5,496 (Loss)/income from operations (6 ) (168 ) 799 3 628 Income from Group undertakings — (478 ) (112 ) 590 — Expenses due to Group undertakings — 112 478 (590 ) — Interest expense 23 100 16 — 139 Other (income)/expense, net — (48 ) (70 ) 197 79 (LOSS)/INCOME FROM OPERATIONS BEFORE INCOME TAXES AND INTEREST IN EARNINGS OF ASSOCIATES (29 ) 146 487 (194 ) 410 (Benefit from)/provision for income taxes (2 ) 12 63 — 73 (LOSS)/INCOME FROM OPERATIONS BEFORE INTEREST IN EARNINGS OF ASSOCIATES (27 ) 134 424 (194 ) 337 Interest in earnings of associates, net of tax — — 2 — 2 Equity account for subsidiaries 350 209 — (559 ) — NET INCOME 323 343 426 (753 ) 339 Income attributable to non-controlling interests — — (16 ) — (16 ) NET INCOME ATTRIBUTABLE TO WILLIS TOWERS WATSON $ 323 $ 343 $ 410 $ (753 ) $ 323 Comprehensive income before non-controlling interests $ 531 $ 552 $ 434 $ (971 ) $ 546 Comprehensive income attributable to non-controlling interests — — (15 ) — (15 ) Comprehensive income attributable to Willis Towers Watson $ 531 $ 552 $ 419 $ (971 ) $ 531 Unaudited Condensed Consolidating Statement of Comprehensive Income Nine Months Ended September 30, 2016 Willis The Other Consolidating Consolidated Revenues Commissions and fees $ — $ 16 $ 5,858 $ — $ 5,874 Interest and other income — 1 85 — 86 Total revenues — 17 5,943 — 5,960 Costs of providing services Salaries and benefits 1 39 3,479 — 3,519 Other operating expenses 4 166 1,001 — 1,171 Depreciation — 14 118 — 132 Amortization — — 443 — 443 Restructuring costs — 41 74 — 115 Transaction and integration expenses — 28 89 — 117 Total costs of providing services 5 288 5,204 — 5,497 (Loss)/income from operations (5 ) (271 ) 739 — 463 Income from Group undertakings — (461 ) (104 ) 565 — Expenses due to Group undertakings — 104 461 (565 ) — Interest expense 25 94 19 — 138 Other expense/(income), net 1 (2 ) 27 — 26 (LOSS)/INCOME FROM OPERATIONS BEFORE INCOME TAXES AND INTEREST IN EARNINGS OF ASSOCIATES (31 ) (6 ) 336 — 299 (Benefit from)/provision for income taxes — (73 ) 84 — 11 (LOSS)/INCOME FROM OPERATIONS BEFORE INTEREST IN EARNINGS OF ASSOCIATES (31 ) 67 252 — 288 Interest in earnings of associates, net of tax — — 2 — 2 Equity account for subsidiaries 309 222 — (531 ) — NET INCOME 278 289 254 (531 ) 290 Income attributable to non-controlling interests — — (12 ) — (12 ) NET INCOME ATTRIBUTABLE TO WILLIS TOWERS WATSON $ 278 $ 289 $ 242 $ (531 ) $ 278 Comprehensive income before non-controlling interests $ 94 $ 104 $ 88 $ (190 ) $ 96 Comprehensive income attributable to non-controlling interests — — (2 ) — (2 ) Comprehensive income attributable to Willis Towers Watson $ 94 $ 104 $ 86 $ (190 ) $ 94 Unaudited Condensed Consolidating Balance Sheet As of September 30, 2017 Willis The Other Consolidating Consolidated ASSETS Cash and cash equivalents $ — $ 5 $ 907 $ — $ 912 Fiduciary assets — — 12,206 — 12,206 Accounts receivable, net — 5 2,150 — 2,155 Prepaid and other current assets 2 169 298 (51 ) 418 Amounts due from group undertakings 6,131 1,728 2,576 (10,435 ) — Total current assets 6,133 1,907 18,137 (10,486 ) 15,691 Investments in subsidiaries 4,357 10,524 — (14,881 ) — Fixed assets, net — 35 902 — 937 Goodwill — — 10,529 — 10,529 Other intangible assets, net — 61 4,034 (61 ) 4,034 Pension benefits assets — — 649 — 649 Other non-current assets — 261 373 (202 ) 432 Non-current amounts due from group undertakings — 5,260 48 (5,308 ) — Total non-current assets 4,357 16,141 16,535 (20,452 ) 16,581 TOTAL ASSETS $ 10,490 $ 18,048 $ 34,672 $ (30,938 ) $ 32,272 LIABILITIES AND EQUITY Fiduciary liabilities $ — $ — $ 12,206 $ — $ 12,206 Deferred revenue and accrued expenses 1 91 1,380 — 1,472 Short-term debt and current portion of long-term debt — — 85 — 85 Other current liabilities 78 160 546 9 793 Amounts due to group undertakings — 8,829 1,607 (10,436 ) — Total current liabilities 79 9,080 15,824 (10,427 ) 14,556 Long-term debt 496 3,891 106 — 4,493 Liability for pension benefits — — 1,207 — 1,207 Deferred tax liabilities — — 1,057 (201 ) 856 Provision for liabilities — 120 483 — 603 Other non-current liabilities — 66 410 — 476 Non-current amounts due to group undertakings — — 5,308 (5,308 ) — Total non-current liabilities 496 4,077 8,571 (5,509 ) 7,635 TOTAL LIABILITIES 575 13,157 24,395 (15,936 ) 22,191 REDEEMABLE NON-CONTROLLING INTEREST — — 55 — 55 EQUITY Total Willis Towers Watson shareholders’ equity 9,915 4,891 10,111 (15,002 ) 9,915 Non-controlling interests — — 111 — 111 Total equity 9,915 4,891 10,222 (15,002 ) 10,026 TOTAL LIABILITIES AND EQUITY $ 10,490 $ 18,048 $ 34,672 $ (30,938 ) $ 32,272 Unaudited Condensed Consolidating Balance Sheet As of December 31, 2016 Willis Towers Watson — the Parent Issuer The Guarantors Other Consolidating adjustments Consolidated ASSETS Cash and cash equivalents $ — $ — $ 870 $ — $ 870 Fiduciary assets — — 10,505 — 10,505 Accounts receivable, net — 7 2,073 — 2,080 Prepaid and other current assets — 72 324 (59 ) 337 Amounts due from group undertakings 7,229 1,648 2,370 (11,247 ) — Total current assets 7,229 1,727 16,142 (11,306 ) 13,792 Investments in subsidiaries 3,409 8,955 — (12,364 ) — Fixed assets, net — 34 805 — 839 Goodwill — — 10,413 — 10,413 Other intangible assets, net — 64 4,368 (64 ) 4,368 Pension benefits assets — — 488 — 488 Other non-current assets — 90 310 (47 ) 353 Non-current amounts due from group undertakings — 4,973 — (4,973 ) — Total non-current assets 3,409 14,116 16,384 (17,448 ) 16,461 TOTAL ASSETS $ 10,638 $ 15,843 $ 32,526 $ (28,754 ) $ 30,253 LIABILITIES AND EQUITY Fiduciary liabilities $ — $ — $ 10,505 $ — $ 10,505 Deferred revenue and accrued expenses — 42 1,488 (49 ) 1,481 Short-term debt and current portion of long-term debt — 416 92 — 508 Other current liabilities 77 117 684 (2 ) 876 Amounts due to group undertakings — 9,150 2,097 (11,247 ) — Total current liabilities 77 9,725 14,866 (11,298 ) 13,370 Long-term debt 496 2,692 169 — 3,357 Liability for pension benefits — — 1,321 — 1,321 Deferred tax liabilities — — 1,013 (149 ) 864 Provision for liabilities — 120 455 — 575 Other non-current liabilities — 63 483 (14 ) 532 Non-current amounts due to group undertakings — — 4,973 (4,973 ) — Total non-current liabilities 496 2,875 8,414 (5,136 ) 6,649 TOTAL LIABILITIES 573 12,600 23,280 (16,434 ) 20,019 REDEEMABLE NON-CONTROLLING INTEREST — — 51 — 51 EQUITY Total Willis Towers Watson shareholders’ equity 10,065 3,243 9,077 (12,320 ) 10,065 Non-controlling interests — — 118 — 118 Total equity 10,065 3,243 9,195 (12,320 ) 10,183 TOTAL LIABILITIES AND EQUITY $ 10,638 $ 15,843 $ 32,526 $ (28,754 ) $ 30,253 Unaudited Condensed Consolidating Statement of Cash Flows Nine Months Ended September 30, 2017 Willis The Other Consolidating Consolidated NET CASH FROM/(USED IN) OPERATING ACTIVITIES $ 525 $ (655 ) $ 774 $ (129 ) $ 515 CASH FLOWS FROM/(USED IN) INVESTING ACTIVITIES Additions to fixed assets and software for internal use — (6 ) (192 ) — (198 ) Capitalized software costs — — (52 ) — (52 ) Acquisitions of operations, net of cash acquired — — (13 ) — (13 ) Other, net — — 1 — 1 Proceeds from intercompany investing activities 1,102 143 223 (1,468 ) — Repayments of intercompany investing activities — (195 ) (311 ) 506 — Reduction in investment in subsidiaries — 1,148 59 (1,207 ) — Additional investment in subsidiaries (1,000 ) (207 ) — 1,207 — Net cash from/(used in) investing activities $ 102 $ 883 $ (285 ) $ (962 ) $ (262 ) CASH FLOWS USED IN FINANCING ACTIVITIES Net borrowings on revolving credit facility — 675 — — 675 Senior notes issued — 650 — — 650 Proceeds from issuance of other debt — — 32 — 32 Debt issuance costs — (9 ) — — (9 ) Repayments of debt — (619 ) (95 ) — (714 ) Repurchase of shares (462 ) — — — (462 ) Proceeds from issuance of shares 44 — — — 44 Payments related to share cancellation — — (177 ) — (177 ) Payments of deferred and contingent consideration related to acquisitions — — (43 ) — (43 ) Cash paid for employee taxes on withholding shares — — (14 ) — (14 ) Dividends paid (209 ) — (129 ) 129 (209 ) Acquisitions of and dividends paid to non-controlling interests — — (19 ) — (19 ) Proceeds from intercompany financing activities — 311 195 (506 ) — Repayments of intercompany financing activities — (1,231 ) (237 ) 1,468 — Net cash used in financing activities $ (627 ) $ (223 ) $ (487 ) $ 1,091 $ (246 ) INCREASE IN CASH AND CASH EQUIVALENTS — 5 2 — 7 Effect of exchange rate changes on cash and cash equivalents — — 35 — 35 CASH AND CASH EQUIVALENTS, BEGINNING OF PERIOD — — 870 — 870 CASH AND CASH EQUIVALENTS, END OF PERIOD $ — $ 5 $ 907 $ — $ |
Financial Information for Issue
Financial Information for Issuer, Parent Guarantor, Other Guarantor Subsidiaries and Non-Guarantor Subsidiaries | 9 Months Ended |
Sep. 30, 2017 | |
Condensed Financial Information of Parent Company Only Disclosure [Abstract] | |
Financial Information for Issuer, Parent Guarantor, Other Guarantor Subsidiaries and Non-Guarantor Subsidiaries | Financial Information for Parent Guarantor, Other Guarantor Subsidiaries and Non-Guarantor Subsidiaries Willis North America Inc. (‘Willis North America’) has $837 million senior notes outstanding of which $187 million were issued on September 29, 2009, and $650 million were issued on May 16, 2017. Additionally, Willis North America had $394 million of senior notes issued on March 28, 2007; these were subsequently repaid on March 28, 2017. All direct obligations under the senior notes are jointly and severally, irrevocably and fully and unconditionally guaranteed by Willis Netherlands Holdings B.V., Willis Investment U.K. Holdings Limited, TA I Limited, Trinity Acquisition plc, Willis Group Limited, Willis Towers Watson Sub Holdings Unlimited Company and Willis Towers Watson UK Holdings Limited, collectively the ‘Other Guarantors’, and with Willis Towers Watson, the ‘Guarantor Companies’. On August 11, 2017 a newly formed entity, Willis Towers Watson UK Holdings Limited, became the successor to, and assumed all guarantees of, WTW Bermuda Holdings Limited under the outstanding indentures for the senior notes described above. As both entities are direct subsidiaries of TA I Limited, and sub-consolidate within the ‘Other Guarantors’ columns of the financial statements presented herein, there is no significant impact on the condensed consolidated financial statements from what has previously been disclosed. Please refer to the Current Report on Form 8-K filed on August 16, 2017 for additional information regarding this change. The guarantor structure described above differs from the guarantor structure associated with the senior notes issued by Willis Towers Watson described in Note 18 and the guarantor structure associated with the senior notes and revolving credit facility issued by Trinity Acquisition plc described in Note 19 . Presented below is condensed consolidating financial information for: (i) Willis Towers Watson, which is a guarantor, on a parent company only basis; (ii) the Other Guarantors, which are all 100 percent directly or indirectly owned subsidiaries of the parent and are all direct or indirect parents of the issuer; (iii) the Issuer, Willis North America; (iv) Other, which are the non-guarantor subsidiaries, on a combined basis; (v) Consolidating adjustments; and (vi) the Consolidated Company. The equity method has been used for investments in subsidiaries in the condensed consolidating balance sheets of Willis Towers Watson, the Other Guarantors and the Issuer. Unaudited Condensed Consolidating Statement of Comprehensive Income Three Months Ended September 30, 2017 Willis The Other The Other Consolidating Consolidated Revenues Commissions and fees $ — $ — $ 3 $ 1,829 $ — $ 1,832 Interest and other income — — — 20 — 20 Total revenues — — 3 1,849 — 1,852 Costs of providing services Salaries and benefits 2 — 20 1,123 — 1,145 Other operating expenses — 30 6 330 — 366 Depreciation — 2 — 52 — 54 Amortization — 1 — 143 (3 ) 141 Restructuring costs — 1 1 29 — 31 Transaction and integration expenses — 2 4 68 — 74 Total costs of providing services 2 36 31 1,745 (3 ) 1,811 (Loss)/income from operations (2 ) (36 ) (28 ) 104 3 41 Income from Group undertakings — (136 ) (46 ) (39 ) 221 — Expenses due to Group undertakings — 13 48 160 (221 ) — Interest expense 8 25 9 5 — 47 Other (income)/expense, net — (48 ) — (120 ) 197 29 (LOSS)/INCOME FROM OPERATIONS BEFORE INCOME TAXES AND INTEREST IN EARNINGS OF ASSOCIATES (10 ) 110 (39 ) 98 (194 ) (35 ) (Benefit from)/provision for income taxes (1 ) 10 (4 ) 14 — 19 (LOSS)/INCOME FROM OPERATIONS BEFORE INTEREST IN EARNINGS OF ASSOCIATES (9 ) 100 (35 ) 84 (194 ) (54 ) Interest in earnings of associates, net of tax — — — — — — Equity account for subsidiaries (45 ) (142 ) (248 ) — 435 — NET (LOSS)/INCOME (54 ) (42 ) (283 ) 84 241 (54 ) Income attributable to non-controlling interests — — — — — — NET (LOSS)/INCOME ATTRIBUTABLE TO WILLIS TOWERS WATSON $ (54 ) $ (42 ) $ (283 ) $ 84 $ 241 $ (54 ) Comprehensive income/(loss) before non-controlling interests $ 46 $ 62 $ (215 ) $ (4 ) $ 145 $ 34 Comprehensive loss attributable to non-controlling interest — — — 12 — 12 Comprehensive income/(loss) attributable to Willis Towers Watson $ 46 $ 62 $ (215 ) $ 8 $ 145 $ 46 Unaudited Condensed Consolidating Statement of Comprehensive Income Three Months Ended September 30, 2016 Willis The Other The Other Consolidating Consolidated Revenues Commissions and fees $ — $ — $ 5 $ 1,756 $ — $ 1,761 Interest and other income — — — 16 — 16 Total revenues — — 5 1,772 — 1,777 Costs of providing services Salaries and benefits — — 14 1,105 — 1,119 Other operating expenses 1 27 10 332 — 370 Depreciation — 1 4 40 — 45 Amortization — — — 157 — 157 Restructuring costs — 7 7 35 — 49 Transaction and integration expenses — 1 5 30 — 36 Total costs of providing services 1 36 40 1,699 — 1,776 (Loss)/income from operations (1 ) (36 ) (35 ) 73 — 1 Income from Group undertakings — (126 ) (61 ) (34 ) 221 — Expenses due to Group undertakings — 13 48 160 (221 ) — Interest expense 8 22 10 5 — 45 Other expense, net — — — 14 — 14 (LOSS)/INCOME FROM OPERATIONS BEFORE INCOME TAXES AND INTEREST IN EARNINGS OF ASSOCIATES (9 ) 55 (32 ) (72 ) — (58 ) Benefit from income taxes — (9 ) (10 ) (7 ) — (26 ) (LOSS)/INCOME FROM OPERATIONS BEFORE INTEREST IN EARNINGS OF ASSOCIATES (9 ) 64 (22 ) (65 ) — (32 ) Interest in earnings of associates, net of tax — — — 1 — 1 Equity account for subsidiaries (23 ) (82 ) (29 ) — 134 — NET LOSS (32 ) (18 ) (51 ) (64 ) 134 (31 ) Income attributable to non-controlling interests — — — (1 ) — (1 ) NET LOSS ATTRIBUTABLE TO WILLIS TOWERS WATSON $ (32 ) $ (18 ) $ (51 ) $ (65 ) $ 134 $ (32 ) Comprehensive loss before non-controlling interests $ (72 ) $ (58 ) $ (77 ) $ (91 ) $ 225 $ (73 ) Comprehensive loss attributable to non-controlling interest — — — 1 — 1 Comprehensive loss attributable to Willis Towers Watson $ (72 ) $ (58 ) $ (77 ) $ (90 ) $ 225 $ (72 ) Unaudited Condensed Consolidating Statement of Comprehensive Income Nine Months Ended September 30, 2017 Willis The Other The Other Consolidating Consolidated Revenues Commissions and fees $ — $ — $ 14 $ 6,051 $ — $ 6,065 Interest and other income — — — 59 — 59 Total revenues — — 14 6,110 — 6,124 Costs of providing services Salaries and benefits 4 — 40 3,440 — 3,484 Other operating expenses 2 74 16 1,066 — 1,158 Depreciation — 5 — 146 — 151 Amortization — 3 — 441 (3 ) 441 Restructuring costs — 5 1 79 — 85 Transaction and integration expenses — 32 6 139 — 177 Total costs of providing services 6 119 63 5,311 (3 ) 5,496 (Loss)/income from operations (6 ) (119 ) (49 ) 799 3 628 Income from Group undertakings — (402 ) (160 ) (112 ) 674 — Expenses due to Group undertakings — 52 144 478 (674 ) — Interest expense 23 75 25 16 — 139 Other (income)/expense, net — (48 ) — (70 ) 197 79 (LOSS)/INCOME FROM OPERATIONS BEFORE INCOME TAXES AND INTEREST IN EARNINGS OF ASSOCIATES (29 ) 204 (58 ) 487 (194 ) 410 (Benefit from)/provision for income taxes (2 ) 19 (7 ) 63 — 73 (LOSS)/INCOME FROM OPERATIONS BEFORE INTEREST IN EARNINGS OF ASSOCIATES (27 ) 185 (51 ) 424 (194 ) 337 Interest in earnings of associates, net of tax — — — 2 — 2 Equity account for subsidiaries 350 158 (23 ) — (485 ) — NET INCOME/(LOSS) 323 343 (74 ) 426 (679 ) 339 Income attributable to non-controlling interests — — — (16 ) — (16 ) NET INCOME/(LOSS) ATTRIBUTABLE TO WILLIS TOWERS WATSON $ 323 $ 343 $ (74 ) $ 410 $ (679 ) $ 323 Comprehensive income before non-controlling interests $ 531 $ 552 $ 68 $ 434 $ (1,039 ) $ 546 Comprehensive income attributable to non-controlling interests — — — (15 ) — (15 ) Comprehensive income attributable to Willis Towers Watson $ 531 $ 552 $ 68 $ 419 $ (1,039 ) $ 531 Unaudited Condensed Consolidating Statement of Comprehensive Income Nine Months Ended September 30, 2016 Willis The Other The Other Consolidating Consolidated Revenues Commissions and fees $ — $ — $ 16 $ 5,858 $ — $ 5,874 Interest and other income — 1 — 85 — 86 Total revenues — 1 16 5,943 — 5,960 Costs of providing services Salaries and benefits 1 1 38 3,479 — 3,519 Other operating expenses 4 84 82 1,001 — 1,171 Depreciation — 3 11 118 — 132 Amortization — — — 443 — 443 Restructuring costs — 18 23 74 — 115 Transaction and integration expenses — 13 15 89 — 117 Total costs of providing services 5 119 169 5,204 — 5,497 (Loss)/income from operations (5 ) (118 ) (153 ) 739 — 463 Income from Group undertakings — (367 ) (177 ) (104 ) 648 — Expenses due to Group undertakings — 53 134 461 (648 ) — Interest expense 25 65 29 19 — 138 Other expense/(income), net 1 (2 ) — 27 — 26 (LOSS)/INCOME FROM OPERATIONS BEFORE INCOME TAXES AND INTEREST IN EARNINGS OF ASSOCIATES (31 ) 133 (139 ) 336 — 299 (Benefit from)/provision for income taxes — (32 ) (41 ) 84 — 11 (LOSS)/INCOME FROM OPERATIONS BEFORE INTEREST IN EARNINGS OF ASSOCIATES (31 ) 165 (98 ) 252 — 288 Interest in earnings of associates, net of tax — — — 2 — 2 Equity account for subsidiaries 309 124 92 — (525 ) — NET INCOME/(LOSS) 278 289 (6 ) 254 (525 ) 290 Income attributable to non-controlling interests — — — (12 ) — (12 ) NET INCOME/(LOSS) ATTRIBUTABLE TO WILLIS TOWERS WATSON $ 278 $ 289 $ (6 ) $ 242 $ (525 ) $ 278 Comprehensive income/(loss) before non-controlling interests $ 94 $ 104 $ (107 ) $ 88 $ (83 ) $ 96 Comprehensive income attributable to non-controlling interest — — — (2 ) — (2 ) Comprehensive income/(loss) attributable to Willis Towers Watson $ 94 $ 104 $ (107 ) $ 86 $ (83 ) $ 94 Unaudited Condensed Consolidating Balance Sheet As of September 30, 2017 Willis The Other The Other Consolidating Consolidated ASSETS Cash and cash equivalents $ — $ 5 $ — $ 907 $ — $ 912 Fiduciary assets — — — 12,206 — 12,206 Accounts receivable, net — — 5 2,150 — 2,155 Prepaid and other current assets 2 26 143 298 (51 ) 418 Amounts due from group undertakings 6,131 1,478 1,360 2,576 (11,545 ) — Total current assets 6,133 1,509 1,508 18,137 (11,596 ) 15,691 Investments in subsidiaries 4,357 8,895 6,209 — (19,461 ) — Fixed assets, net — 35 — 902 — 937 Goodwill — — — 10,529 — 10,529 Other intangible assets, net — 61 — 4,034 (61 ) 4,034 Pension benefits assets — — — 649 — 649 Other non-current assets — 14 246 373 (201 ) 432 Non-current amounts due from group undertakings — 4,918 861 48 (5,827 ) — Total non-current assets 4,357 13,923 7,316 16,535 (25,550 ) 16,581 TOTAL ASSETS $ 10,490 $ 15,432 $ 8,824 $ 34,672 $ (37,146 ) $ 32,272 LIABILITIES AND EQUITY Fiduciary liabilities $ — $ — $ — $ 12,206 $ — $ 12,206 Deferred revenue and accrued expenses 1 9 82 1,380 — 1,472 Short-term debt and current portion of long-term debt — — — 85 — 85 Other current liabilities 78 43 117 546 9 793 Amounts due to group undertakings — 7,537 2,402 1,607 (11,546 ) — Total current liabilities 79 7,589 2,601 15,824 (11,537 ) 14,556 Long-term debt 496 2,945 946 106 — 4,493 Liability for pension benefits — — — 1,207 — 1,207 Deferred tax liabilities — — — 1,057 (201 ) 856 Provision for liabilities — — 120 483 — 603 Other non-current liabilities — 7 59 410 — 476 Non-current amounts due to group undertakings — — 519 5,308 (5,827 ) — Total non-current liabilities 496 2,952 1,644 8,571 (6,028 ) 7,635 TOTAL LIABILITIES 575 10,541 4,245 24,395 (17,565 ) 22,191 REDEEMABLE NON-CONTROLLING INTEREST — — — 55 — 55 EQUITY Total Willis Towers Watson shareholders’ equity 9,915 4,891 4,579 10,111 (19,581 ) 9,915 Non-controlling interests — — — 111 — 111 Total equity 9,915 4,891 4,579 10,222 (19,581 ) 10,026 TOTAL LIABILITIES AND EQUITY $ 10,490 $ 15,432 $ 8,824 $ 34,672 $ (37,146 ) $ 32,272 Unaudited Condensed Consolidating Balance Sheet As of December 31, 2016 Willis The Other The Other Consolidating Consolidated ASSETS Cash and cash equivalents $ — $ — $ — $ 870 $ — $ 870 Fiduciary assets — — — 10,505 — 10,505 Accounts receivable, net — — 7 2,073 — 2,080 Prepaid and other current assets — 49 23 324 (59 ) 337 Amounts due from group undertakings 7,229 1,706 1,190 2,370 (12,495 ) — Total current assets 7,229 1,755 1,220 16,142 (12,554 ) 13,792 Investments in subsidiaries 3,409 7,733 5,480 — (16,622 ) — Fixed assets, net — 34 — 805 — 839 Goodwill — — — 10,413 — 10,413 Other intangible assets, net — 64 — 4,368 (64 ) 4,368 Pension benefits assets — — — 488 — 488 Other non-current assets — 10 80 310 (47 ) 353 Non-current amounts due from group undertakings — 4,655 836 — (5,491 ) — Total non-current assets 3,409 12,496 6,396 16,384 (22,224 ) 16,461 TOTAL ASSETS $ 10,638 $ 14,251 $ 7,616 $ 32,526 $ (34,778 ) $ 30,253 LIABILITIES AND EQUITY Fiduciary liabilities $ — $ — $ — $ 10,505 $ — $ 10,505 Deferred revenue and accrued expenses — 15 27 1,488 (49 ) 1,481 Short-term debt and current portion of long-term debt — 22 394 92 — 508 Other current liabilities 77 94 23 684 (2 ) 876 Amounts due to group undertakings — 8,323 2,075 2,097 (12,495 ) — Total current liabilities 77 8,454 2,519 14,866 (12,546 ) 13,370 Long-term debt 496 2,506 186 169 — 3,357 Liability for pension benefits — — — 1,321 — 1,321 Deferred tax liabilities — — — 1,013 (149 ) 864 Provision for liabilities — — 120 455 — 575 Other non-current liabilities — 48 15 483 (14 ) 532 Non-current amounts due to group undertakings — — 518 4,973 (5,491 ) — Total non-current liabilities 496 2,554 839 8,414 (5,654 ) 6,649 TOTAL LIABILITIES 573 11,008 3,358 23,280 (18,200 ) 20,019 REDEEMABLE NON-CONTROLLING INTEREST — — — 51 — 51 EQUITY Total Willis Towers Watson shareholders’ equity 10,065 3,243 4,258 9,077 (16,578 ) 10,065 Non-controlling interests — — — 118 — 118 Total equity 10,065 3,243 4,258 9,195 (16,578 ) 10,183 TOTAL LIABILITIES AND EQUITY $ 10,638 $ 14,251 $ 7,616 $ 32,526 $ (34,778 ) $ 30,253 Unaudited Condensed Consolidating Statement of Cash Flows Nine Months Ended September 30, 2017 Willis The Other The Other Consolidating Consolidated NET CASH FROM/(USED IN) OPERATING ACTIVITIES $ 525 $ (498 ) $ (99 ) $ 774 $ (187 ) $ 515 CASH FLOWS FROM/(USED IN) INVESTING ACTIVITIES Additions to fixed assets and software for internal use — (6 ) — (192 ) — (198 ) Capitalized software costs — — — (52 ) — (52 ) Acquisitions of operations, net of cash acquired — — — (13 ) — (13 ) Other, net — — — 1 — 1 Proceeds from intercompany investing activities 1,102 336 10 223 (1,671 ) — Repayments of intercompany investing activities — (195 ) — (311 ) 506 — Reduction in investment in subsidiaries — 1,148 — 59 (1,207 ) — Additional investment in subsidiaries (1,000 ) (207 ) — — 1,207 — Net cash from/(used in) investing activities $ 102 $ 1,076 $ 10 $ (285 ) $ (1,165 ) $ (262 ) CASH FLOWS USED IN FINANCING ACTIVITIES Net borrowings on revolving credit facility — 560 115 — — 675 Senior notes issued — — 650 — — 650 Proceeds from issuance of other debt — — — 32 — 32 Debt issuance costs — (4 ) (5 ) — — (9 ) Repayments of debt — (219 ) (400 ) (95 ) — (714 ) Repurchase of shares (462 ) — — — — (462 ) Proceeds from issuance of shares 44 — — — — 44 Payments related to share cancellation — — — (177 ) — (177 ) Payments of deferred and contingent consideration related to acquisitions — — — (43 ) — (43 ) Cash paid for employee taxes on withholding shares — — — (14 ) — (14 ) Dividends paid (209 ) — (58 ) (129 ) 187 (209 ) Acquisitions of and dividends paid to non-controlling interests — — — (19 ) — (19 ) Proceeds from intercompany financing activities — 163 148 195 (506 ) — Repayments of intercompany financing activities — (1,073 ) (361 ) (237 ) 1,671 — Net cash (used in)/from financing activities $ (627 ) $ (573 ) $ 89 $ (487 ) $ 1,352 $ (246 ) INCREASE IN CASH AND CASH EQUIVALENTS — 5 — 2 — 7 Effect of exchange rate changes on cash and cash equivalents — — — 35 — 35 CASH AND CASH EQUIVALENTS, BEGINNING OF PERIOD — — — 870 — 870 CASH AND CASH EQUIVALENTS, END OF PERIOD $ — $ 5 $ — $ 907 $ — $ 912 Unaudited Condensed Consolidating Statement of Cash Flows Nine Months Ended September 30, 2016 Willis The Other The Other Consolidating Consolidated NET CASH FROM/(USED IN) OPERATING ACTIVITIES $ 6 $ (130 ) $ (175 ) $ 989 $ (69 ) $ 621 CASH FLOWS FROM/(USED IN) INVESTING ACTIVITIES Additions to fixed assets and software for internal use — (76 ) (8 ) (131 ) 64 (151 ) Capitalized software costs — — — (64 ) — (64 ) Acquisitions of operations, net of cash acquired — — — 476 — 476 Other, net — — 1 16 5 22 Proceeds from intercompany investing activities 47 47 — 18 (112 ) — Repayments of intercompany investing activities (4,015 ) (3,953 ) — (805 ) 8,773 — Reduction in investment in subsidiaries 4,600 3,600 — — (8,200 ) — Additional investment in subsidiaries — (4,600 ) — (3,600 ) 8,200 — Net cash from/(used in) investing activities $ 632 $ (4,982 ) $ (7 ) $ (4,090 ) $ 8,730 $ 283 CASH FLOWS (USED IN)/FROM FINANCING ACTIVITIES Net payments on revolving credit facility — (389 ) — — — (389 ) Senior notes issued — 1,606 — — — 1,606 Proceeds from issuance of other debt — 400 — 4 — 404 Debt issuance costs — (14 ) — — — (14 ) Repayments of debt (300 ) (1,032 ) — (529 ) — (1,861 ) Repurchase of shares (222 ) — — — — (222 ) Proceeds from issuance of shares 44 — — — — 44 Payments of deferred and contingent consideration related to acquisitions — — — (64 ) — (64 ) Dividends paid (133 ) — — — — (133 ) Cash paid for employee taxes on withholding shares — — — (13 ) — (13 ) Acquisitions of and dividends paid to non-controlling interests — — — (17 ) — (17 ) Proceeds from intercompany financing activities — 4,557 199 4,017 (8,773 ) — Repayments of intercompany financing activities (30 ) (18 ) (17 ) (47 ) 112 — Net cash (used in)/from financing activities $ (641 ) $ 5,110 $ 182 $ 3,351 $ (8,661 ) $ (659 ) (DECREASE)/INCREASE IN CASH AND CASH EQUIVALENTS (3 ) (2 ) — 250 — 245 Effect of exchange rate changes on cash and cash equivalents — — — (10 ) — (10 ) CASH AND CASH EQUIVALENTS, BEGINNING OF PERIOD 3 2 — 527 — 532 CASH AND CASH EQUIVALENTS, END OF PERIOD $ — $ — $ — $ 767 $ — $ 767 Financial Information for Parent Issuer, Guarantor Subsidiaries and Non-Guarantor Subsidiaries On March 17, 2011, the Company issued senior notes totaling $800 million in a registered public offering. On March 15, 2016, $300 million of these senior notes was repaid, leaving $500 million outstanding. These debt securities were issued by Willis Towers Watson (‘WTW Debt Securities’) and are guaranteed by certain of the Company’s subsidiaries. Therefore, the Company is providing the condensed consolidating financial information below. The following wholly owned subsidiaries (directly or indirectly) fully and unconditionally guarantee the WTW Debt Securities on a joint and several basis: Willis Netherlands Holdings B.V., Willis Investment U.K. Holdings Limited, TA I Limited, Trinity Acquisition plc, Willis Group Limited, Willis North America Inc., Willis Towers Watson Sub Holdings Unlimited Company and Willis Towers Watson UK Holdings Limited (the ‘Guarantors’). On August 11, 2017 a newly formed entity, Willis Towers Watson UK Holdings Limited, became the successor to, and assumed all guarantees of, WTW Bermuda Holdings Limited under the outstanding indentures for the senior notes described above. As both entities are direct subsidiaries of TA I Limited, and sub-consolidate within the ‘Other Guarantors’ columns of the financial statements presented herein, there is no significant impact on the condensed consolidated financial statements from what has previously been disclosed. Please refer to the Current Report on Form 8-K filed on August 16, 2017 for additional information regarding this change. The guarantor structure described above differs from the guarantor structure associated with the senior notes issued by Willis North America described in Note 17 and the guarantor structure associated with the senior notes and revolving credit facility issued by Trinity Acquisition plc described in Note 19 . Presented below is condensed consolidating financial information for: (i) Willis Towers Watson, which is the Parent Issuer; (ii) the Guarantors, which are all 100 percent directly or indirectly owned subsidiaries of the parent; (iii) Other, which are the non-guarantor subsidiaries, on a combined basis; (iv) Consolidating adjustments; and (v) the Consolidated Company. The equity method has been used for investments in subsidiaries in the condensed consolidating balance sheets of Willis Towers Watson and the Guarantors. Unaudited Condensed Consolidating Statement of Comprehensive Income Three Months Ended September 30, 2017 Willis The Other Consolidating Consolidated Revenues Commissions and fees $ — $ 3 $ 1,829 $ — $ 1,832 Interest and other income — — 20 — 20 Total revenues — 3 1,849 — 1,852 Costs of providing services Salaries and benefits 2 20 1,123 — 1,145 Other operating expenses — 36 330 366 Depreciation — 2 52 — 54 Amortization — 1 143 (3 ) 141 Restructuring costs — 2 29 — 31 Transaction and integration expenses — 6 68 — 74 Total costs of providing services 2 67 1,745 (3 ) 1,811 (Loss)/income from operations (2 ) (64 ) 104 3 41 Income from Group undertakings — (155 ) (39 ) 194 — Expenses due to Group undertakings — 34 160 (194 ) — Interest expense 8 34 5 — 47 Other (income)/expense, net — (48 ) (120 ) 197 29 (LOSS)/INCOME FROM OPERATIONS BEFORE INCOME TAXES AND INTEREST IN EARNINGS OF ASSOCIATES (10 ) 71 98 (194 ) (35 ) (Benefit from)/provision for income taxes (1 ) 6 14 — 19 (LOSS)/INCOME FROM OPERATIONS BEFORE INTEREST IN EARNINGS OF ASSOCIATES (9 ) 65 84 (194 ) (54 ) Interest in earnings of associates, net of tax — — — — — Equity account for subsidiaries (45 ) (107 ) — 152 — NET (LOSS)/INCOME (54 ) (42 ) 84 (42 ) (54 ) Income attributable to non-controlling interests — — — — — NET (LOSS)/INCOME ATTRIBUTABLE TO WILLIS TOWERS WATSON $ (54 ) $ (42 ) $ 84 $ (42 ) $ (54 ) Comprehensive income before non-controlling interests $ 46 $ 62 $ (4 ) $ (70 ) $ 34 Comprehensive loss attributable to non-controlling interests — — 12 — 12 Comprehensive income attributable to Willis Towers Watson $ 46 $ 62 $ 8 $ (70 ) $ 46 Unaudited Condensed Consolidating Statement of Comprehensive Income Three Months Ended September 30, 2016 Willis The Other Consolidating Consolidated Revenues Commissions and fees $ — $ 5 $ 1,756 $ — $ 1,761 Interest and other income — — 16 — 16 Total revenues — 5 1,772 — 1,777 Costs of providing services Salaries and benefits — 14 1,105 — 1,119 Other operating expenses 1 37 332 — 370 Depreciation — 5 40 — 45 Amortization — — 157 — 157 Restructuring costs — 14 35 — 49 Transaction and integration expenses — 6 30 — 36 Total costs of providing services 1 76 1,699 — 1,776 (Loss)/income from operations (1 ) (71 ) 73 — 1 Income from Group undertakings — (159 ) (34 ) 193 — Expenses due to Group undertakings — 33 160 (193 ) — Interest expense 8 32 5 — 45 Other expense, net — — 14 — 14 (LOSS)/INCOME FROM OPERATIONS BEFORE INCOME TAXES AND INTEREST IN EARNINGS OF ASSOCIATES (9 ) 23 (72 ) — (58 ) Benefit from income taxes — (19 ) (7 ) — (26 ) (LOSS)/INCOME FROM OPERATIONS BEFORE INTEREST IN EARNINGS OF ASSOCIATES (9 ) 42 (65 ) — (32 ) Interest in earnings of associates, net of tax — — 1 — 1 Equity account for subsidiaries (23 ) (60 ) — 83 — NET LOSS (32 ) (18 ) (64 ) 83 (31 ) Income attributable to non-controlling interests — — (1 ) — (1 ) NET LOSS ATTRIBUTABLE TO WILLIS TOWERS WATSON $ (32 ) $ (18 ) $ (65 ) $ 83 $ (32 ) Comprehensive loss before non-controlling interests $ (72 ) $ (58 ) $ (91 ) $ 148 $ (73 ) Comprehensive loss attributable to non-controlling interests — — 1 — 1 Comprehensive loss attributable to Willis Towers Watson $ (72 ) $ (58 ) $ (90 ) $ 148 $ (72 ) Unaudited Condensed Consolidating Statement of Comprehensive Income Nine Months Ended September 30, 2017 Willis The Other Consolidating Consolidated Revenues Commissions and fees $ — $ 14 $ 6,051 $ — $ 6,065 Interest and other income — — 59 — 59 Total revenues — 14 6,110 — 6,124 Costs of providing services Salaries and benefits 4 40 3,440 — 3,484 Other operating expenses 2 90 1,066 — 1,158 Depreciation — 5 146 — 151 Amortization — 3 441 (3 ) 441 Restructuring costs — 6 79 — 85 Transaction and integration expenses — 38 139 — 177 Total costs of providing services 6 182 5,311 (3 ) 5,496 (Loss)/income from operations (6 ) (168 ) 799 3 628 Income from Group undertakings — (478 ) (112 ) 590 — Expenses due to Group undertakings — 112 478 (590 ) — Interest expense 23 100 16 — 139 Other (income)/expense, net — (48 ) (70 ) 197 79 (LOSS)/INCOME FROM OPERATIONS BEFORE INCOME TAXES AND INTEREST IN EARNINGS OF ASSOCIATES (29 ) 146 487 (194 ) 410 (Benefit from)/provision for income taxes (2 ) 12 63 — 73 (LOSS)/INCOME FROM OPERATIONS BEFORE INTEREST IN EARNINGS OF ASSOCIATES (27 ) 134 424 (194 ) 337 Interest in earnings of associates, net of tax — — 2 — 2 Equity account for subsidiaries 350 209 — (559 ) — NET INCOME 323 343 426 (753 ) 339 Income attributable to non-controlling interests — — (16 ) — (16 ) NET INCOME ATTRIBUTABLE TO WILLIS TOWERS WATSON $ 323 $ 343 $ 410 $ (753 ) $ 323 Comprehensive income before non-controlling interests $ 531 $ 552 $ 434 $ (971 ) $ 546 Comprehensive income attributable to non-controlling interests — — (15 ) — (15 ) Comprehensive income attributable to Willis Towers Watson $ 531 $ 552 $ 419 $ (971 ) $ 531 Unaudited Condensed Consolidating Statement of Comprehensive Income Nine Months Ended September 30, 2016 Willis The Other Consolidating Consolidated Revenues Commissions and fees $ — $ 16 $ 5,858 $ — $ 5,874 Interest and other income — 1 85 — 86 Total revenues — 17 5,943 — 5,960 Costs of providing services Salaries and benefits 1 39 3,479 — 3,519 Other operating expenses 4 166 1,001 — 1,171 Depreciation — 14 118 — 132 Amortization — — 443 — 443 Restructuring costs — 41 74 — 115 Transaction and integration expenses — 28 89 — 117 Total costs of providing services 5 288 5,204 — 5,497 (Loss)/income from operations (5 ) (271 ) 739 — 463 Income from Group undertakings — (461 ) (104 ) 565 — Expenses due to Group undertakings — 104 461 (565 ) — Interest expense 25 94 19 — 138 Other expense/(income), net 1 (2 ) 27 — 26 (LOSS)/INCOME FROM OPERATIONS BEFORE INCOME TAXES AND INTEREST IN EARNINGS OF ASSOCIATES (31 ) (6 ) 336 — 299 (Benefit from)/provision for income taxes — (73 ) 84 — 11 (LOSS)/INCOME FROM OPERATIONS BEFORE INTEREST IN EARNINGS OF ASSOCIATES (31 ) 67 252 — 288 Interest in earnings of associates, net of tax — — 2 — 2 Equity account for subsidiaries 309 222 — (531 ) — NET INCOME 278 289 254 (531 ) 290 Income attributable to non-controlling interests — — (12 ) — (12 ) NET INCOME ATTRIBUTABLE TO WILLIS TOWERS WATSON $ 278 $ 289 $ 242 $ (531 ) $ 278 Comprehensive income before non-controlling interests $ 94 $ 104 $ 88 $ (190 ) $ 96 Comprehensive income attributable to non-controlling interests — — (2 ) — (2 ) Comprehensive income attributable to Willis Towers Watson $ 94 $ 104 $ 86 $ (190 ) $ 94 Unaudited Condensed Consolidating Balance Sheet As of September 30, 2017 Willis The Other Consolidating Consolidated ASSETS Cash and cash equivalents $ — $ 5 $ 907 $ — $ 912 Fiduciary assets — — 12,206 — 12,206 Accounts receivable, net — 5 2,150 — 2,155 Prepaid and other current assets 2 169 298 (51 ) 418 Amounts due from group undertakings 6,131 1,728 2,576 (10,435 ) — Total current assets 6,133 1,907 18,137 (10,486 ) 15,691 Investments in subsidiaries 4,357 10,524 — (14,881 ) — Fixed assets, net — 35 902 — 937 Goodwill — — 10,529 — 10,529 Other intangible assets, net — 61 4,034 (61 ) 4,034 Pension benefits assets — — 649 — 649 Other non-current assets — 261 373 (202 ) 432 Non-current amounts due from group undertakings — 5,260 48 (5,308 ) — Total non-current assets 4,357 16,141 16,535 (20,452 ) 16,581 TOTAL ASSETS $ 10,490 $ 18,048 $ 34,672 $ (30,938 ) $ 32,272 LIABILITIES AND EQUITY Fiduciary liabilities $ — $ — $ 12,206 $ — $ 12,206 Deferred revenue and accrued expenses 1 91 1,380 — 1,472 Short-term debt and current portion of long-term debt — — 85 — 85 Other current liabilities 78 160 546 9 793 Amounts due to group undertakings — 8,829 1,607 (10,436 ) — Total current liabilities 79 9,080 15,824 (10,427 ) 14,556 Long-term debt 496 3,891 106 — 4,493 Liability for pension benefits — — 1,207 — 1,207 Deferred tax liabilities — — 1,057 (201 ) 856 Provision for liabilities — 120 483 — 603 Other non-current liabilities — 66 410 — 476 Non-current amounts due to group undertakings — — 5,308 (5,308 ) — Total non-current liabilities 496 4,077 8,571 (5,509 ) 7,635 TOTAL LIABILITIES 575 13,157 24,395 (15,936 ) 22,191 REDEEMABLE NON-CONTROLLING INTEREST — — 55 — 55 EQUITY Total Willis Towers Watson shareholders’ equity 9,915 4,891 10,111 (15,002 ) 9,915 Non-controlling interests — — 111 — 111 Total equity 9,915 4,891 10,222 (15,002 ) 10,026 TOTAL LIABILITIES AND EQUITY $ 10,490 $ 18,048 $ 34,672 $ (30,938 ) $ 32,272 Unaudited Condensed Consolidating Balance Sheet As of December 31, 2016 Willis Towers Watson — the Parent Issuer The Guarantors Other Consolidating adjustments Consolidated ASSETS Cash and cash equivalents $ — $ — $ 870 $ — $ 870 Fiduciary assets — — 10,505 — 10,505 Accounts receivable, net — 7 2,073 — 2,080 Prepaid and other current assets — 72 324 (59 ) 337 Amounts due from group undertakings 7,229 1,648 2,370 (11,247 ) — Total current assets 7,229 1,727 16,142 (11,306 ) 13,792 Investments in subsidiaries 3,409 8,955 — (12,364 ) — Fixed assets, net — 34 805 — 839 Goodwill — — 10,413 — 10,413 Other intangible assets, net — 64 4,368 (64 ) 4,368 Pension benefits assets — — 488 — 488 Other non-current assets — 90 310 (47 ) 353 Non-current amounts due from group undertakings — 4,973 — (4,973 ) — Total non-current assets 3,409 14,116 16,384 (17,448 ) 16,461 TOTAL ASSETS $ 10,638 $ 15,843 $ 32,526 $ (28,754 ) $ 30,253 LIABILITIES AND EQUITY Fiduciary liabilities $ — $ — $ 10,505 $ — $ 10,505 Deferred revenue and accrued expenses — 42 1,488 (49 ) 1,481 Short-term debt and current portion of long-term debt — 416 92 — 508 Other current liabilities 77 117 684 (2 ) 876 Amounts due to group undertakings — 9,150 2,097 (11,247 ) — Total current liabilities 77 9,725 14,866 (11,298 ) 13,370 Long-term debt 496 2,692 169 — 3,357 Liability for pension benefits — — 1,321 — 1,321 Deferred tax liabilities — — 1,013 (149 ) 864 Provision for liabilities — 120 455 — 575 Other non-current liabilities — 63 483 (14 ) 532 Non-current amounts due to group undertakings — — 4,973 (4,973 ) — Total non-current liabilities 496 2,875 8,414 (5,136 ) 6,649 TOTAL LIABILITIES 573 12,600 23,280 (16,434 ) 20,019 REDEEMABLE NON-CONTROLLING INTEREST — — 51 — 51 EQUITY Total Willis Towers Watson shareholders’ equity 10,065 3,243 9,077 (12,320 ) 10,065 Non-controlling interests — — 118 — 118 Total equity 10,065 3,243 9,195 (12,320 ) 10,183 TOTAL LIABILITIES AND EQUITY $ 10,638 $ 15,843 $ 32,526 $ (28,754 ) $ 30,253 Unaudited Condensed Consolidating Statement of Cash Flows Nine Months Ended September 30, 2017 Willis The Other Consolidating Consolidated NET CASH FROM/(USED IN) OPERATING ACTIVITIES $ 525 $ (655 ) $ 774 $ (129 ) $ 515 CASH FLOWS FROM/(USED IN) INVESTING ACTIVITIES Additions to fixed assets and software for internal use — (6 ) (192 ) — (198 ) Capitalized software costs — — (52 ) — (52 ) Acquisitions of operations, net of cash acquired — — (13 ) — (13 ) Other, net — — 1 — 1 Proceeds from intercompany investing activities 1,102 143 223 (1,468 ) — Repayments of intercompany investing activities — (195 ) (311 ) 506 — Reduction in investment in subsidiaries — 1,148 59 (1,207 ) — Additional investment in subsidiaries (1,000 ) (207 ) — 1,207 — Net cash from/(used in) investing activities $ 102 $ 883 $ (285 ) $ (962 ) $ (262 ) CASH FLOWS USED IN FINANCING ACTIVITIES Net borrowings on revolving credit facility — 675 — — 675 Senior notes issued — 650 — — 650 Proceeds from issuance of other debt — — 32 — 32 Debt issuance costs — (9 ) — — (9 ) Repayments of debt — (619 ) (95 ) — (714 ) Repurchase of shares (462 ) — — — (462 ) Proceeds from issuance of shares 44 — — — 44 Payments related to share cancellation — — (177 ) — (177 ) Payments of deferred and contingent consideration related to acquisitions — — (43 ) — (43 ) Cash paid for employee taxes on withholding shares — — (14 ) — (14 ) Dividends paid (209 ) — (129 ) 129 (209 ) Acquisitions of and dividends paid to non-controlling interests — — (19 ) — (19 ) Proceeds from intercompany financing activities — 311 195 (506 ) — Repayments of intercompany financing activities — (1,231 ) (237 ) 1,468 — Net cash used in financing activities $ (627 ) $ (223 ) $ (487 ) $ 1,091 $ (246 ) INCREASE IN CASH AND CASH EQUIVALENTS — 5 2 — 7 Effect of exchange rate changes on cash and cash equivalents — — 35 — 35 CASH AND CASH EQUIVALENTS, BEGINNING OF PERIOD — — 870 — 870 CASH AND CASH EQUIVALENTS, END OF PERIOD $ — $ 5 $ 907 $ — $ |
Basis of Presentation and Rec26
Basis of Presentation and Recent Accounting Policies (Policies) | 9 Months Ended |
Sep. 30, 2017 | |
Accounting Policies [Abstract] | |
Basis of Presentation | The accompanying unaudited quarterly condensed consolidated financial statements of Willis Towers Watson and our subsidiaries are presented in accordance with the rules and regulations of the Securities and Exchange Commission (‘SEC’) for quarterly reports on Form 10-Q and therefore do not include all of the information and footnotes required by U.S. generally accepted accounting principles (‘GAAP’). We have reclassified certain prior period amounts to conform to current period presentation due to the adoption of certain updated accounting standards (see below for further discussion). In the opinion of management, these condensed consolidated financial statements reflect all adjustments, consisting only 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 March 1, 2017, and may be accessed via EDGAR on the SEC’s web site at www.sec.gov. The results of operations for the three and nine months ended September 30, 2017 are not necessarily indicative of the results that can be expected for the entire year. The Company experiences seasonal fluctuations of its commissions and fees revenue. Commissions and fees are typically higher during the Company’s first and fourth quarters due 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 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 Not yet adopted In May 2014, the Financial Accounting Standards Board (‘FASB’) issued Accounting Standard Update (‘ASU’) No. 2014-09, Revenue From Contracts With Customers . The new standard supersedes most current revenue recognition guidance and eliminates industry-specific guidance. The ASU is based on the principle that an entity should recognize revenue to depict the transfer of goods or services to customers in an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods or services. The ASU also requires additional disclosure about the nature, amount, timing and uncertainty of revenue and cash flows arising from customer contracts, including significant judgments and changes in judgments and assets recognized from costs incurred to fulfill a contract. Entities have the option of using either a full retrospective or a modified retrospective approach for the adoption of the new standard. Additional ASUs have since been issued which provide additional guidance, examples and technical corrections for the implementation of ASU No. 2014-09. The guidance is effective for the Company at the beginning of its 2018 fiscal year, with early adoption permitted. While we are still in the process of analyzing our various revenue streams to determine the full impact this standard will have on our revenue recognition, cost deferral, systems and processes, the Company has determined the following: • The Company will adopt the standard using the modified retrospective approach on January 1, 2018. • We expect certain revenue streams to have accelerated revenue recognition timing. In particular, the revenue recognition for our Retiree Medicare Exchange is expected to move from monthly ratable recognition over the policy period, to the recognition upon placement of the policy during the Company’s fourth quarter of the preceding calendar year in the amount of one year of expected commissions. Therefore, upon adoption, we will reflect an adjustment to retained earnings for the revenue that would otherwise have been recognized during our 2018 calendar year since our earnings process will have been completed during the fourth quarter of 2017. • We expect our accounting for deferred costs will change. First, for those portions of the business that currently defer costs (related to system implementation activities), the length of time over which we amortize those costs is expected to extend to a longer estimated contract term. Currently these costs are amortized over a typical period of 3 - 5 years in accordance with the initial stated terms of the customer agreement. Second, we believe there will be other types of arrangements with associated costs that do not meet the criteria for cost deferral under current U.S. GAAP but do meet the criteria under the new standard. We are still evaluating the types of arrangements that might now have cost deferral impacts, however we expect this guidance to apply to our broking arrangements and certain consulting engagements. To prepare for the additional disclosure requirements, we are currently implementing additional tools to support our revenue recognition and data collection processes, which will be in place and effective on January 1, 2018. The Company continues to update its assessment of the impacts of the accounting standard, and related updates, to its condensed consolidated financial statements, and will note material impacts when known. In February 2016, the FASB issued ASU No. 2016-02, Leases , which requires a lessee to recognize in the statement of financial position a liability to make lease payments (the lease liability) and a right-of-use asset representing its right to use the underlying asset for the lease term. The ASU becomes effective for the Company at the beginning of its 2019 fiscal year, at which time the Company will adopt it, although early adoption is permitted. In transition, the Company is required to recognize and measure leases at the beginning of the earliest period presented using a modified retrospective approach, which includes a number of optional practical expedients. While the Company continues to assess the impact of the ASU to its condensed consolidated financial statements, the majority of its leases are currently considered operating leases and will be capitalized as a lease asset on its balance sheet with a related lease liability for the obligated lease payments. In August 2016, the FASB issued ASU No. 2016-15, Statement of Cash Flows - Classification of Certain Cash Receipts and Cash Payments , which amends guidance on presentation and classification of eight specific cash flow issues with the objective of reducing diversity in practice. The ASU becomes effective for the Company at the beginning of its 2018 fiscal year, at which time the Company will adopt it, although early adoption is permitted. Any adjustments should be reflected as of the beginning of the fiscal year that includes that interim period. An entity that elects early adoption must adopt all of the amendments in the same period. The Company is still assessing the impact of this ASU, but it believes the impact on its financial statements will be immaterial as it is currently largely in compliance with its requirements. In January 2017, the FASB issued ASU No. 2017-04, Simplifying the Test for Goodwill Impairment , which simplifies the subsequent measurement of goodwill by eliminating Step 2 from the goodwill impairment test. In computing the implied fair value of goodwill under Step 2, current U.S. GAAP requires the performance of procedures to determine the fair value at the impairment testing date of assets and liabilities (including unrecognized assets and liabilities) following the procedure that would be required in determining the fair value of assets acquired and liabilities assumed in a business combination. Instead, the amendments under this ASU require the goodwill impairment test to be performed by comparing the fair value of a reporting unit with its carrying amount. An impairment charge should be recognized for the amount by which the carrying amount exceeds the reporting unit’s fair value; however, the loss recognized should not exceed the total amount of goodwill allocated to that reporting unit. The ASU becomes effective for the Company on January 1, 2020. The amendments in this ASU should be applied on a prospective basis. Early adoption is permitted for interim or annual goodwill impairment tests performed on testing dates after January 1, 2017, and the Company is still evaluating when to adopt this ASU. The Company does not expect an immediate impact to its condensed consolidated financial statements upon adopting this ASU since the most recent Step 1 goodwill impairment test resulted in fair values in excess of carrying values for all reporting units at October 1, 2016. In March 2017, the FASB issued ASU No. 2017-07, Improving the Presentation of Net Periodic Pension Cost and Net Periodic Postretirement Benefit Cost , which requires entities to (1) disaggregate the current service-cost component from the other components of net benefit cost (the ‘other components’) and present it in the income statement with other current compensation costs for related employees and (2) present the other components elsewhere in the income statement and outside of income from operations if that subtotal is presented. In addition, the ASU requires entities to disclose the income statement lines that contain the other components if they are not presented or included in appropriately described separate lines. The ASU becomes effective for the Company on January 1, 2018, and should be applied retrospectively. Early adoption is permitted as of the beginning of a financial year. The Company will adopt this standard on January 1, 2018, and is currently assessing the impact that this standard will have on its condensed consolidated financial statements. In May 2017, the FASB issued ASU No. 2017-09, Stock Compensation - Scope of Modification Accounting , which provides guidance on which changes to the terms or conditions of a share-based payment award require an entity to apply modification accounting. The ASU requires that an entity should account for the effects of a modification unless the fair value (or calculated value or intrinsic value, if used), vesting conditions and classification (as equity or liability) of the modified award are all the same as for the original award immediately before the modification. The ASU becomes effective for the Company on January 1, 2018, and should be applied prospectively to an award modified on or after the adoption date. Early adoption is permitted, including adoption in any interim period. The Company will adopt this standard on January 1, 2018, and is currently assessing the impact that this standard will have on any awards that are modified once this standard is adopted. In August 2017, the FASB issued ASU No. 2017-12, Derivatives and Hedging: Targeted Improvements to Accounting for Hedging Activities , which provides amendments under six specific objectives to better align risk management activities and financial reporting, and to simplify disclosure, presentation, hedging and the testing and measurement of ineffectiveness. The ASU becomes effective for the Company on January 1, 2019. Early adoption is permitted, and any adjustments should be reflected as of the beginning of the fiscal year that includes that interim period. The Company is currently assessing when it will adopt this standard, and the impact that this standard will have on its condensed consolidated financial statements. Adopted In March 2016, the FASB issued ASU No. 2016-09, Compensation - Stock Compensation , which simplifies several aspects of the accounting for share-based payment transactions, including the income tax consequences, classification of awards as either equity or liabilities, and classification on the statement of cash flows. The ASU became effective for the Company on January 1, 2017. In accordance with the prospective adoption of the recognition of excess tax benefits and deficiencies in the condensed consolidated statements of comprehensive income, we recognized a $3 million and $5 million tax benefit in provision for income taxes during the three and nine months ended September 30, 2017 , respectively. In addition, we elected to prospectively adopt the amendment to present excess tax benefits on share-based compensation as an operating activity, resulting in the recognition of a $5 million excess tax benefit as an operating activity in the condensed consolidated statement of cash flows for the nine months ended September 30, 2017 . We elected to continue to estimate expected forfeitures. We also retrospectively adopted the amendment to present cash payments to tax authorities in connection with shares withheld to meet statutory tax withholding requirements as a financing activity. As a result, this $ 13 million use of cash was reclassified from net cash from operating activities to net cash used in financing activities in the condensed consolidated statement of cash flows for the nine months ended September 30, 2016 . In October 2016, the FASB issued ASU No. 2016-16, Accounting for Income Taxes: Intra-Entity Asset Transfers of Assets Other than Inventory , which amends guidance regarding the recognition of current and deferred income taxes for intra-entity asset transfers. Current U.S. GAAP prohibits the recognition of current and deferred income taxes for an intra-entity asset transfer until the asset has been sold to an outside party. The ASU states that an entity should recognize the income tax consequences of an intra-entity transfer of an asset other than inventory when the transfer occurs. The amendments in this ASU should be applied on a modified retrospective basis through a cumulative-effect adjustment directly to retained earnings as of the beginning of the period of adoption. The Company elected to early adopt this standard on January 1, 2017, and recorded a cumulative reduction to retained earnings of $3 million . |
Merger (Tables)
Merger (Tables) | 9 Months Ended |
Sep. 30, 2017 | |
Business Combinations [Abstract] | |
Preliminary Calculation of Aggregate Merger Consideration | The table below presents the final calculation of aggregate Merger consideration . January 4, 2016 Number of shares of Towers Watson common stock outstanding as of January 4, 2016 69 million Exchange ratio 2.6490 Number of Willis Group Holdings shares issued (prior to reverse stock split) 184 million Willis Group Holdings price per share on January 4, 2016 $ 47.18 Fair value of 184 million Willis ordinary shares $ 8,686 Value of equity awards assumed 37 Aggregate Merger consideration $ 8,723 |
Schedule of Fair Values of the Identifiable Assets Acquired and Liabilities Assumed | A summary of the fair values of the identifiable assets acquired, and liabilities assumed, of Towers Watson at January 4, 2016 are summarized in the following table. January 4, 2016 Cash and cash equivalents $ 476 Accounts receivable, net 825 Other current assets 82 Fixed assets, net 204 Goodwill 6,783 Intangible assets 3,991 Pension benefits assets 67 Other non-current assets 115 Deferred tax liabilities (1,151 ) Liability for pension benefits (923 ) Other current liabilities (i) (667 ) Other non-current liabilities (ii) (331 ) Long-term debt, including current portion (iii) (740 ) Net assets acquired $ 8,731 Non-controlling interests acquired (8 ) Allocated aggregate Merger consideration $ 8,723 ____________________ i. Includes $ 348 million in accounts payable, accrued liabilities and deferred revenue, $ 308 million in employee-related liabilities and $ 11 million in other current liabilities. ii. Includes acquired contingent liabilities of $ 242 million . See Note 12 - Commitments and Contingencies for a discussion of our material acquired contingencies related to Legacy Towers Watson. iii. Represents both debt due upon change of control of $400 million borrowed under Towers Watson’s term loan ( $188 million ) and revolving credit facility ( $212 million ) and a draw down under a new term loan of $340 million . The $400 million debt was repaid by Willis borrowings under the 1 -year term loan facility on January 4, 2016. The $340 million new term loan partially funded the $694 million Towers Watson pre-merger special dividend. |
Schedule of Acquired Intangible Assets | The acquired intangible assets are attributable to the following categories: Amortization basis Fair Value Expected life (years) Customer relationships In line with underlying cash flows $ 2,221 15.0 Software - income approach In line with underlying cash flows or straight-line basis 567 6.4 Software - cost approach Straight-line basis 108 4.9 Product In line with underlying cash flows 42 17.5 IPR&D (i) n/a 39 n/a Trade name Straight-line basis 1,003 25.0 Favorable lease agreements Straight-line basis 11 6.5 $ 3,991 ____________________ i. Represents individual in-process research and development (‘IPR&D’) software components not placed into service as of the acquisition date. These assets were subsequently placed into service during the three months ended March 31, 2017, were reclassified into finite-lived software intangible assets, and are being amortized in line with underlying cash flows or on a straight-line basis. |
Segment Information (Tables)
Segment Information (Tables) | 9 Months Ended |
Sep. 30, 2017 | |
Segment Reporting [Abstract] | |
Revenue (Net of Reimbursable Expenses) of the Reported Segments | The following table presents segment commissions and fees, segment interest and other income, segment revenues, and segment operating income for our reportable segments for the three months ended September 30, 2017 and 2016. Three Months Ended September 30, HCB CRB IRR BDA Total 2017 2016 2017 2016 2017 2016 2017 2016 2017 2016 Segment commissions and fees $ 736 $ 720 $ 581 $ 553 $ 320 $ 312 $ 179 $ 161 $ 1,816 $ 1,746 Segment interest and other income — — 5 8 14 7 — — 19 15 Segment revenues $ 736 $ 720 $ 586 $ 561 $ 334 $ 319 $ 179 $ 161 $ 1,835 $ 1,761 Segment operating income $ 143 $ 127 $ 48 $ 46 $ 39 $ 38 $ 36 $ 23 $ 266 $ 234 The following table presents segment commissions and fees, segment interest and other income, segment revenues, and segment operating income for our reportable segments for the nine months ended September 30, 2017 and 2016. Nine Months Ended September 30, HCB CRB IRR BDA Total 2017 2016 2017 2016 2017 2016 2017 2016 2017 2016 Segment commissions and fees $ 2,405 $ 2,377 $ 1,855 $ 1,821 $ 1,205 $ 1,190 $ 536 $ 478 $ 6,001 $ 5,866 Segment interest and other income 15 9 16 20 25 55 — 1 56 85 Segment revenues $ 2,420 $ 2,386 $ 1,871 $ 1,841 $ 1,230 $ 1,245 $ 536 $ 479 $ 6,057 $ 5,951 Segment operating income $ 615 $ 568 $ 270 $ 255 $ 358 $ 360 $ 108 $ 100 $ 1,351 $ 1,283 |
Net Operating Income of the Reported Segments | The following table presents a reconciliation of the information reported by segment to the Company’s consolidated amounts reported for the three and nine months ended September 30, 2017 and 2016 . Three Months Ended Nine Months Ended 2017 2016 2017 2016 Revenues: Total segment revenues $ 1,835 $ 1,761 $ 6,057 $ 5,951 Fair value adjustment for deferred revenue — — — (58 ) Reimbursable expenses and other 17 16 67 67 Total revenues $ 1,852 $ 1,777 $ 6,124 $ 5,960 Total segment operating income $ 266 $ 234 $ 1,351 $ 1,283 Fair value adjustment for deferred revenue — — — (58 ) Amortization (141 ) (157 ) (441 ) (443 ) Restructuring costs (31 ) (49 ) (85 ) (115 ) Transaction and integration expenses (74 ) (36 ) (177 ) (117 ) Provision for the Stanford litigation — — — (50 ) Unallocated, net (i) 21 9 (20 ) (37 ) Income from operations 41 1 628 463 Interest expense 47 45 139 138 Other expense, net 29 14 79 26 (Loss)/income from operations before income taxes and interest in earnings of associates $ (35 ) $ (58 ) $ 410 $ 299 ________________________ i. 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) | 9 Months Ended |
Sep. 30, 2017 | |
Restructuring and Related Activities [Abstract] | |
Analysis of the Cost for Restructuring | An analysis of total restructuring costs recognized in the statements of comprehensive income for the three and nine months ended September 30, 2017 and 2016 by segment is as follows: Three Months Ended September 30, 2017 HCB CRB IRR BDA Corporate Total Termination benefits $ — $ 5 $ — $ — $ 1 $ 6 Professional services and other 1 20 2 — 2 25 Total $ 1 $ 25 $ 2 $ — $ 3 $ 31 Three Months Ended September 30, 2016 HCB CRB IRR BDA Corporate Total Termination benefits $ 12 $ 3 $ — $ — $ 1 $ 16 Professional services and other — 23 1 — 9 33 Total $ 12 $ 26 $ 1 $ — $ 10 $ 49 Nine Months Ended September 30, 2017 HCB CRB IRR BDA Corporate Total Termination benefits $ — $ 14 $ 3 $ — $ 2 $ 19 Professional services and other 2 50 4 — 10 66 Total $ 2 $ 64 $ 7 $ — $ 12 $ 85 Nine Months Ended September 30, 2016 HCB CRB IRR BDA Corporate Total Termination benefits $ 14 $ 11 $ 3 $ — $ 2 $ 30 Professional services and other — 60 2 — 23 85 Total $ 14 $ 71 $ 5 $ — $ 25 $ 115 analysis of the total cumulative restructuring costs recognized for the Operational Improvement Program from its commencement to September 30, 2017 by segment is as follows: HCB CRB IRR BDA Corporate Total 2014 Termination benefits $ — $ 15 $ 1 $ — $ — $ 16 Professional services and other (i) — 3 — — 17 20 2015 Termination benefits 2 24 7 — 3 36 Professional services and other (i) 1 57 2 — 30 90 2016 Termination benefits 1 18 3 — 1 23 Professional services and other (i) 1 81 4 — 36 122 2017 Termination benefits — 14 3 — 2 19 Professional services and other (i) 2 50 4 — 10 66 Total Termination benefits 3 71 14 — 6 94 Professional services and other (i) 4 191 10 — 93 298 Total $ 7 $ 262 $ 24 $ — $ 99 $ 392 ____________________ i. Other includes salaries and benefits, premises, and other expenses incurred to support the ongoing management and facilitation of the program. |
Schedule of Restructuring Liability | The changes in the Company’s liability under the Operational Improvement Program from its commencement to September 30, 2017 are as follows: Termination Benefits Professional Services and Other Total Balance at January 1, 2014 $ — $ — $ — Charges incurred 16 20 36 Cash payments (11 ) (14 ) (25 ) Balance at December 31, 2014 5 6 11 Charges incurred 36 90 126 Cash payments (26 ) (85 ) (111 ) Balance at December 31, 2015 15 11 26 Charges incurred 23 122 145 Cash payments (31 ) (115 ) (146 ) Balance at December 31, 2016 7 18 25 Charges incurred 19 66 85 Cash payments (16 ) (78 ) (94 ) Balance at September 30, 2017 $ 10 $ 6 $ 16 The changes in the Company’s liability under the Business Restructure Program from its commencement to September 30, 2017 are as follows: Termination Benefits Professional Services and Other Total Balance at January 1, 2016 $ — $ — $ — Charges incurred 45 3 48 Cash payments (19 ) (3 ) (22 ) Balance at December 31, 2016 26 — 26 Cash payments (21 ) — (21 ) Balance at September 30, 2017 $ 5 $ — $ 5 |
Goodwill and Other Intangible30
Goodwill and Other Intangible Assets (Tables) | 9 Months Ended |
Sep. 30, 2017 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Components of Goodwill | The components of goodwill are outlined below for the nine months ended September 30, 2017 : HCB CRB IRR BDA Total Balance at December 31, 2016: Goodwill, gross $ 4,412 $ 2,178 $ 1,758 $ 2,557 $ 10,905 Accumulated impairment losses (130 ) (362 ) — — (492 ) Goodwill, net - December 31, 2016 4,282 1,816 1,758 2,557 10,413 Goodwill reassigned in segment realignment (i) (113 ) 13 100 — — Goodwill acquired during the period — 8 — — 8 Goodwill disposed of during the period (31 ) — — — (31 ) Foreign exchange 64 57 18 — 139 Balance at September 30, 2017: Goodwill, gross 4,332 2,256 1,876 2,557 11,021 Accumulated impairment losses (130 ) (362 ) — — (492 ) Goodwill, net - September 30, 2017 $ 4,202 $ 1,894 $ 1,876 $ 2,557 $ 10,529 ____________________ i. Represents the preliminary reallocation of goodwill related to certain businesses which were realigned among the segments as of January 1, 2017. See Note 4 — Segment Information for further information. |
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 nine months ended September 30, 2017 : Balance at December 31, 2016 Intangible assets acquired Intangible assets disposed Amortization (ii) Foreign Exchange Balance at September 30, 2017 Client relationships $ 2,655 $ 13 $ (22 ) $ (289 ) $ 89 $ 2,446 Management contracts 54 — — (3 ) 7 58 Software (i) 570 36 — (112 ) 14 508 Trademark and trade name 1,006 — (1 ) (34 ) 5 976 Product 33 — — (2 ) 2 33 Favorable agreements 11 — — (1 ) 1 11 Other 3 — — (1 ) — 2 Total amortizable intangible assets $ 4,332 $ 49 $ (23 ) $ (442 ) $ 118 $ 4,034 i. All in-process research and development intangible assets acquired as part of the Merger on January 4, 2016 of $39 million ( $36 million at the date placed into service due to changes in foreign currency exchange rates) have been placed into service during the nine months ended September 30, 2017 and have been included as intangible assets acquired in this presentation. ii. Amortization associated with favorable lease agreements is recorded in Other operating expenses in the condensed consolidated statements of comprehensive income. |
Schedule of Carrying Values of Finite-Lived Intangible Assets and Liabilities | The following table reflects the carrying value of finite-lived intangible assets and liabilities at September 30, 2017 and December 31, 2016 : September 30, 2017 December 31, 2016 Gross Carrying Amount Accumulated Amortization Gross Carrying Amount Accumulated Amortization Client relationships $ 3,476 $ (1,030 ) $ 3,396 $ (741 ) Management contracts 69 (11 ) 62 (8 ) Software 762 (254 ) 711 (141 ) Trademark and trade name 1,054 (78 ) 1,051 (45 ) Product 38 (5 ) 36 (3 ) Favorable agreements 14 (3 ) 13 (2 ) Other 5 (3 ) 6 (3 ) Total finite-lived assets $ 5,418 $ (1,384 ) $ 5,275 $ (943 ) Unfavorable agreements $ 34 $ (7 ) $ 34 $ (5 ) Total finite-lived intangible liabilities $ 34 $ (7 ) $ 34 $ (5 ) |
Schedule of Future Amortization Expense and Rent Offset | The table below reflects the future estimated amortization expense for amortizable intangible assets and the rent offset resulting from amortization of the net lease intangible assets and liabilities for the remainder of 2017 and for subsequent years: Amortization Rent offset Remainder of 2017 $ 142 $ (1 ) 2018 536 (4 ) 2019 478 (2 ) 2020 427 (2 ) 2021 348 (2 ) Thereafter 2,092 (5 ) Total $ 4,023 $ (16 ) |
Derivative Financial Instrume31
Derivative Financial Instruments (Tables) | 9 Months Ended |
Sep. 30, 2017 | |
Derivative Instruments and Hedging Activities Disclosure [Abstract] | |
Schedule of Derivative Instruments, Designated As Hedging Instrument, Effect on Other Comprehensive Income (Loss) | The effects of the material derivative instruments that are designated as hedging instruments on the condensed consolidated statements of comprehensive income for the three and nine months ended September 30, 2017 and 2016 are as follows: Three Months Ended September 30, Gain/(loss) recognized in OCI (effective portion) Location of loss reclassified from Accumulated OCI into income (effective element) Loss reclassified from Accumulated OCI into income (effective element) Location of gain/(loss) recognized in income (ineffective portion and amount excluded from effectiveness testing) Gain/(loss) recognized in income (ineffective portion and amount excluded from effectiveness testing) 2017 2016 2017 2016 2017 2016 Forward exchange contracts $ 12 $ (6 ) Other expense, net $ (10 ) $ (14 ) Interest expense $ — $ — Nine Months Ended September 30, Gain/(loss) recognized in OCI (effective portion) Location of loss reclassified from Accumulated OCI into income (effective element) Loss reclassified from Accumulated OCI into income (effective element) Location of gain/(loss) recognized in income (ineffective portion and amount excluded from effectiveness testing) Gain/(loss) recognized in income (ineffective portion and amount excluded from effectiveness testing) 2017 2016 2017 2016 2017 2016 Forward exchange contracts $ 24 $ (81 ) Other expense, net $ (53 ) $ (28 ) Interest expense $ 1 $ (1 ) |
Schedule of Derivative Instruments, Effect on Other Comprehensive Income (Loss) | The effects of derivatives that have not been designated as hedging instruments on the condensed consolidated statements of comprehensive income for the three and nine months ended September 30, 2017 and 2016 are as follows: (Loss)/gain recognized in income Three Months Ended Nine Months Ended Derivatives not designated as hedging instruments: Location of (loss)/gain 2017 2016 2017 2016 Forward exchange contracts Other expense, net $ (3 ) $ 4 $ 6 $ (6 ) |
Debt (Tables)
Debt (Tables) | 9 Months Ended |
Sep. 30, 2017 | |
Debt Disclosure [Abstract] | |
Schedule of Debt | Short-term debt and current portion of long-term debt consists of the following: September 30, 2017 December 31, 2016 6.200% senior notes due 2017 $ — $ 394 Current portion of 7-year term loan facility — 22 Current portion of term loan due 2019 85 85 Short-term borrowing under bank overdraft arrangement — 5 Other debt — 2 $ 85 $ 508 Long-term debt consists of the following: September 30, 2017 December 31, 2016 Revolving $1.25 billion credit facility $ 917 $ — Revolving $800 million credit facility — 238 7-year term loan facility — 196 Term loan due 2019 105 169 7.000% senior notes due 2019 186 186 5.750% senior notes due 2021 496 496 3.500% senior notes due 2021 447 446 2.125% senior notes due 2022 (i) 635 565 4.625% senior notes due 2023 248 247 3.600% senior notes due 2024 645 — 4.400% senior notes due 2026 543 543 6.125% senior notes due 2043 271 271 $ 4,493 $ 3,357 ________________________ i. Notes issued in Euro (€540 million) |
Fair Value Measurements (Tables
Fair Value Measurements (Tables) | 9 Months Ended |
Sep. 30, 2017 | |
Fair Value Disclosures [Abstract] | |
Schedule of Assets and Liabilities Measured at Fair Value on Recurring Basis | The following table presents our assets and liabilities measured at fair value on a recurring basis at September 30, 2017 and December 31, 2016 : Fair Value Measurements on a Recurring Basis at September 30, 2017 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 $ 40 $ — $ — $ 40 Derivatives: Derivative financial instruments (i) Prepaid and other current assets and other non-current assets $ — $ 11 $ — $ 11 Liabilities: Contingent consideration: Contingent consideration (ii) Other current liabilities and other non-current liabilities $ — $ — $ 44 $ 44 Derivatives: Derivative financial instruments (i) Other current liabilities and other non-current liabilities $ — $ 47 $ — $ 47 Fair Value Measurements on a Recurring Basis at December 31, 2016 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 $ 37 $ — $ — $ 37 Derivatives: Derivative financial instruments (i) Prepaid and other current assets and other non-current assets $ — $ 15 $ — $ 15 Liabilities: Contingent consideration: Contingent consideration (ii) Other current liabilities and other non-current liabilities $ — $ — $ 55 $ 55 Derivatives: Derivative financial instruments (i) Other current liabilities and other non-current liabilities $ — $ 133 $ — $ 133 _________________________ i. See Note 8 — 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 weighted average discount rate used on our material contingent consideration calculations was 9.39% and 10.76% at September 30, 2017 and December 31, 2016, respectively. Using different probability weightings and discount rates could result in an increase or decrease of the contingent consideration payable. |
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) September 30, 2017 Balance at December 31, 2016 $ 55 Obligations assumed — Payments (9 ) Realized and unrealized losses (6 ) Foreign exchange 4 Balance at September 30, 2017 $ 44 |
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 September 30, 2017 and December 31, 2016 : September 30, 2017 December 31, 2016 Carrying Value Fair Value Carrying Value Fair Value Liabilities: Short-term debt and current portion of long-term debt $ 85 $ 85 $ 508 $ 513 Long-term debt $ 4,493 $ 4,332 $ 3,357 $ 3,504 |
Retirement Benefits (Tables)
Retirement Benefits (Tables) | 9 Months Ended |
Sep. 30, 2017 | |
Compensation and Retirement Disclosure [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 and PRW plans for the three and nine months ended September 30, 2017 and 2016 : Three Months Ended September 30, 2017 2016 U.S. U.K. Other PRW U.S. U.K. Other PRW Service cost $ 16 $ 8 $ 6 $ — $ 15 $ 6 $ 5 $ — Interest cost 34 23 4 1 34 26 6 1 Expected return on plan assets (61 ) (72 ) (7 ) — (61 ) (58 ) (8 ) — Settlement 1 — — — — — — — Amortization of net loss 4 13 — — 3 10 — — Amortization of prior service credit — (4 ) — — — (5 ) — — Net periodic benefit (income)/cost $ (6 ) $ (32 ) $ 3 $ 1 $ (9 ) $ (21 ) $ 3 $ 1 Nine Months Ended September 30, 2017 2016 U.S. U.K. Other PRW U.S. U.K. Other PRW Service cost $ 49 $ 23 $ 15 $ — $ 44 $ 19 $ 14 $ — Interest cost 104 69 13 3 102 83 20 3 Expected return on plan assets (184 ) (211 ) (22 ) — (180 ) (186 ) (26 ) — Settlement 1 — — — — — 2 — Amortization of net loss 10 39 1 — 8 32 1 — Amortization of prior service credit — (13 ) — — — (15 ) — — Net periodic benefit (income)/cost $ (20 ) $ (93 ) $ 7 $ 3 $ (26 ) $ (67 ) $ 11 $ 3 |
Supplementary Information for35
Supplementary Information for Certain Balance Sheet Accounts Supplementary Information for Certain Balance Sheet Accounts (Tables) | 9 Months Ended |
Sep. 30, 2017 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Schedule of Accounts, Notes, Loans and Financing Receivable [Table Text Block] | Accounts receivable, net consists of the following: September 30, December 31, Billed, net of allowance for doubtful debts of $47 million and $40 million $ 1,790 $ 1,789 Accrued and unbilled, at estimated net realizable value 365 291 Accounts receivable, net $ 2,155 $ 2,080 |
Schedule of Other Current Assets [Table Text Block] | Prepaid and other current assets consist of the following: September 30, December 31, Prepayments and accrued income $ 162 $ 131 Derivatives and investments 24 32 Deferred compensation plan assets 18 15 Retention incentives 8 7 Corporate income and other taxes 139 97 Other current assets 67 55 Total prepaid and other current assets $ 418 $ 337 |
Schedule of Other Assets, Noncurrent [Table Text Block] | Other non-current assets consists of the following: September 30, December 31, Prepayments and accrued income $ 15 $ 15 Deferred compensation plan assets 125 111 Deferred tax assets 50 50 Accounts receivable, net 33 27 Other investments 29 30 Other non-current assets 180 120 Total other non-current assets $ 432 $ 353 |
Provisions for Liabilities [Table Text Block] | Provision for liabilities consists of the following: September 30, December 31, Claims, lawsuits and other proceedings $ 478 $ 456 Other provisions 125 119 Total provision for liabilities $ 603 $ 575 |
Other Noncurrent Liabilities [Table Text Block] | Other non-current liabilities consist of the following: September 30, December 31, Incentives from lessors $ 140 $ 133 Deferred compensation plan liability 127 111 Contingent and deferred consideration on acquisitions 36 89 Derivatives 7 51 Other non-current liabilities 166 148 Total other non-current liabilities $ 476 $ 532 |
Accumulated Other Comprehensi36
Accumulated Other Comprehensive Income/(Loss) (Tables) | 9 Months Ended |
Sep. 30, 2017 | |
Equity [Abstract] | |
Schedule of Accumulated Other Comprehensive Income (Loss) | Foreign currency translation (i) Cash flow hedges (i) Defined pension and post-retirement benefit costs (ii) Total 2017 2016 2017 2016 2017 2016 2017 2016 Quarter-to-date activity: Balance at June 30, 2017 and 2016, respectively $ (647 ) $ (398 ) $ (39 ) $ (73 ) $ (1,090 ) $ (710 ) $ (1,776 ) $ (1,181 ) Other comprehensive income/(loss) before reclassifications 78 (36 ) 6 (1 ) (5 ) (6 ) 79 (43 ) Loss/(income) reclassified from accumulated other comprehensive loss (net of income tax benefit of $4 and $1, respectively) — — 11 (6 ) 10 9 21 3 Net current-period other comprehensive income/(loss) 78 (36 ) 17 (7 ) 5 3 100 (40 ) Balance at September 30, 2017 and 2016, respectively $ (569 ) $ (434 ) $ (22 ) $ (80 ) $ (1,085 ) $ (707 ) $ (1,676 ) $ (1,221 ) Year-to-date activity: Balance at December 31, 2016 and 2015, respectively $ (650 ) $ (314 ) $ (82 ) $ (10 ) $ (1,152 ) $ (713 ) $ (1,884 ) $ (1,037 ) Other comprehensive income/(loss) before reclassifications 81 (120 ) 15 (56 ) 39 (26 ) 135 (202 ) Loss/(income) reclassified from accumulated other comprehensive loss (net of income tax benefit of $17 and income tax expense of $3, respectively) — — 45 (14 ) 28 32 73 18 Net current-period other comprehensive income/(loss) 81 (120 ) 60 (70 ) 67 6 208 (184 ) Balance at September 30, 2017 and 2016, respectively $ (569 ) $ (434 ) $ (22 ) $ (80 ) $ (1,085 ) $ (707 ) $ (1,676 ) $ (1,221 ) ________________________ i Reclassification adjustments from accumulated other comprehensive loss related to foreign currency translation and cash flow hedges are included in Other expense, net in the accompanying condensed consolidated statements of comprehensive income. See Note 8 — Derivative Financial Instruments for additional details regarding the reclassification adjustments for the hedge settlements. ii Reclassification adjustments from accumulated other comprehensive loss are included in the computation of net periodic pension cost (see Note 11 — Retirement Benefits ) which is included in Salaries and benefits in the accompanying condensed consolidated statements of comprehensive income. |
Earnings Per Share (Tables)
Earnings Per Share (Tables) | 9 Months Ended |
Sep. 30, 2017 | |
Earnings Per Share [Abstract] | |
Schedule of Basic and Diluted Earnings Per Share | Basic and diluted earnings per share are as follows: Three Months Ended September 30, Nine Months Ended September 30, 2017 2016 2017 2016 Net (loss)/income attributable to Willis Towers Watson $ (54 ) $ (32 ) $ 323 $ 278 Basic average number of shares outstanding 134 138 136 137 Dilutive effect of potentially issuable shares — — 1 2 Diluted average number of shares outstanding 134 138 137 139 Basic (loss)/earnings per share $ (0.40 ) $ (0.23 ) $ 2.38 $ 2.03 Dilutive effect of potentially issuable shares — — (0.02 ) (0.03 ) Diluted (loss)/earnings per share $ (0.40 ) $ (0.23 ) $ 2.36 $ 2.00 |
Financial Information for Par38
Financial Information for Parent Guarantor, Other Guarantor Subsidiaries and Non-Guarantor Subsidiaries (Tables) | 9 Months Ended |
Sep. 30, 2017 | |
Condensed Financial Information of Parent Company Only Disclosure [Abstract] | |
Unaudited Condensed Consolidated Statement of Comprehensive Income | Unaudited Condensed Consolidating Statement of Comprehensive Income Three Months Ended September 30, 2017 Willis The Other The Other Consolidating Consolidated Revenues Commissions and fees $ — $ — $ 3 $ 1,829 $ — $ 1,832 Interest and other income — — — 20 — 20 Total revenues — — 3 1,849 — 1,852 Costs of providing services Salaries and benefits 2 — 20 1,123 — 1,145 Other operating expenses — 30 6 330 — 366 Depreciation — 2 — 52 — 54 Amortization — 1 — 143 (3 ) 141 Restructuring costs — 1 1 29 — 31 Transaction and integration expenses — 2 4 68 — 74 Total costs of providing services 2 36 31 1,745 (3 ) 1,811 (Loss)/income from operations (2 ) (36 ) (28 ) 104 3 41 Income from Group undertakings — (136 ) (46 ) (39 ) 221 — Expenses due to Group undertakings — 13 48 160 (221 ) — Interest expense 8 25 9 5 — 47 Other (income)/expense, net — (48 ) — (120 ) 197 29 (LOSS)/INCOME FROM OPERATIONS BEFORE INCOME TAXES AND INTEREST IN EARNINGS OF ASSOCIATES (10 ) 110 (39 ) 98 (194 ) (35 ) (Benefit from)/provision for income taxes (1 ) 10 (4 ) 14 — 19 (LOSS)/INCOME FROM OPERATIONS BEFORE INTEREST IN EARNINGS OF ASSOCIATES (9 ) 100 (35 ) 84 (194 ) (54 ) Interest in earnings of associates, net of tax — — — — — — Equity account for subsidiaries (45 ) (142 ) (248 ) — 435 — NET (LOSS)/INCOME (54 ) (42 ) (283 ) 84 241 (54 ) Income attributable to non-controlling interests — — — — — — NET (LOSS)/INCOME ATTRIBUTABLE TO WILLIS TOWERS WATSON $ (54 ) $ (42 ) $ (283 ) $ 84 $ 241 $ (54 ) Comprehensive income/(loss) before non-controlling interests $ 46 $ 62 $ (215 ) $ (4 ) $ 145 $ 34 Comprehensive loss attributable to non-controlling interest — — — 12 — 12 Comprehensive income/(loss) attributable to Willis Towers Watson $ 46 $ 62 $ (215 ) $ 8 $ 145 $ 46 Unaudited Condensed Consolidating Statement of Comprehensive Income Three Months Ended September 30, 2016 Willis The Other The Other Consolidating Consolidated Revenues Commissions and fees $ — $ — $ 5 $ 1,756 $ — $ 1,761 Interest and other income — — — 16 — 16 Total revenues — — 5 1,772 — 1,777 Costs of providing services Salaries and benefits — — 14 1,105 — 1,119 Other operating expenses 1 27 10 332 — 370 Depreciation — 1 4 40 — 45 Amortization — — — 157 — 157 Restructuring costs — 7 7 35 — 49 Transaction and integration expenses — 1 5 30 — 36 Total costs of providing services 1 36 40 1,699 — 1,776 (Loss)/income from operations (1 ) (36 ) (35 ) 73 — 1 Income from Group undertakings — (126 ) (61 ) (34 ) 221 — Expenses due to Group undertakings — 13 48 160 (221 ) — Interest expense 8 22 10 5 — 45 Other expense, net — — — 14 — 14 (LOSS)/INCOME FROM OPERATIONS BEFORE INCOME TAXES AND INTEREST IN EARNINGS OF ASSOCIATES (9 ) 55 (32 ) (72 ) — (58 ) Benefit from income taxes — (9 ) (10 ) (7 ) — (26 ) (LOSS)/INCOME FROM OPERATIONS BEFORE INTEREST IN EARNINGS OF ASSOCIATES (9 ) 64 (22 ) (65 ) — (32 ) Interest in earnings of associates, net of tax — — — 1 — 1 Equity account for subsidiaries (23 ) (82 ) (29 ) — 134 — NET LOSS (32 ) (18 ) (51 ) (64 ) 134 (31 ) Income attributable to non-controlling interests — — — (1 ) — (1 ) NET LOSS ATTRIBUTABLE TO WILLIS TOWERS WATSON $ (32 ) $ (18 ) $ (51 ) $ (65 ) $ 134 $ (32 ) Comprehensive loss before non-controlling interests $ (72 ) $ (58 ) $ (77 ) $ (91 ) $ 225 $ (73 ) Comprehensive loss attributable to non-controlling interest — — — 1 — 1 Comprehensive loss attributable to Willis Towers Watson $ (72 ) $ (58 ) $ (77 ) $ (90 ) $ 225 $ (72 ) Unaudited Condensed Consolidating Statement of Comprehensive Income Nine Months Ended September 30, 2017 Willis The Other The Other Consolidating Consolidated Revenues Commissions and fees $ — $ — $ 14 $ 6,051 $ — $ 6,065 Interest and other income — — — 59 — 59 Total revenues — — 14 6,110 — 6,124 Costs of providing services Salaries and benefits 4 — 40 3,440 — 3,484 Other operating expenses 2 74 16 1,066 — 1,158 Depreciation — 5 — 146 — 151 Amortization — 3 — 441 (3 ) 441 Restructuring costs — 5 1 79 — 85 Transaction and integration expenses — 32 6 139 — 177 Total costs of providing services 6 119 63 5,311 (3 ) 5,496 (Loss)/income from operations (6 ) (119 ) (49 ) 799 3 628 Income from Group undertakings — (402 ) (160 ) (112 ) 674 — Expenses due to Group undertakings — 52 144 478 (674 ) — Interest expense 23 75 25 16 — 139 Other (income)/expense, net — (48 ) — (70 ) 197 79 (LOSS)/INCOME FROM OPERATIONS BEFORE INCOME TAXES AND INTEREST IN EARNINGS OF ASSOCIATES (29 ) 204 (58 ) 487 (194 ) 410 (Benefit from)/provision for income taxes (2 ) 19 (7 ) 63 — 73 (LOSS)/INCOME FROM OPERATIONS BEFORE INTEREST IN EARNINGS OF ASSOCIATES (27 ) 185 (51 ) 424 (194 ) 337 Interest in earnings of associates, net of tax — — — 2 — 2 Equity account for subsidiaries 350 158 (23 ) — (485 ) — NET INCOME/(LOSS) 323 343 (74 ) 426 (679 ) 339 Income attributable to non-controlling interests — — — (16 ) — (16 ) NET INCOME/(LOSS) ATTRIBUTABLE TO WILLIS TOWERS WATSON $ 323 $ 343 $ (74 ) $ 410 $ (679 ) $ 323 Comprehensive income before non-controlling interests $ 531 $ 552 $ 68 $ 434 $ (1,039 ) $ 546 Comprehensive income attributable to non-controlling interests — — — (15 ) — (15 ) Comprehensive income attributable to Willis Towers Watson $ 531 $ 552 $ 68 $ 419 $ (1,039 ) $ 531 Unaudited Condensed Consolidating Statement of Comprehensive Income Nine Months Ended September 30, 2016 Willis The Other The Other Consolidating Consolidated Revenues Commissions and fees $ — $ — $ 16 $ 5,858 $ — $ 5,874 Interest and other income — 1 — 85 — 86 Total revenues — 1 16 5,943 — 5,960 Costs of providing services Salaries and benefits 1 1 38 3,479 — 3,519 Other operating expenses 4 84 82 1,001 — 1,171 Depreciation — 3 11 118 — 132 Amortization — — — 443 — 443 Restructuring costs — 18 23 74 — 115 Transaction and integration expenses — 13 15 89 — 117 Total costs of providing services 5 119 169 5,204 — 5,497 (Loss)/income from operations (5 ) (118 ) (153 ) 739 — 463 Income from Group undertakings — (367 ) (177 ) (104 ) 648 — Expenses due to Group undertakings — 53 134 461 (648 ) — Interest expense 25 65 29 19 — 138 Other expense/(income), net 1 (2 ) — 27 — 26 (LOSS)/INCOME FROM OPERATIONS BEFORE INCOME TAXES AND INTEREST IN EARNINGS OF ASSOCIATES (31 ) 133 (139 ) 336 — 299 (Benefit from)/provision for income taxes — (32 ) (41 ) 84 — 11 (LOSS)/INCOME FROM OPERATIONS BEFORE INTEREST IN EARNINGS OF ASSOCIATES (31 ) 165 (98 ) 252 — 288 Interest in earnings of associates, net of tax — — — 2 — 2 Equity account for subsidiaries 309 124 92 — (525 ) — NET INCOME/(LOSS) 278 289 (6 ) 254 (525 ) 290 Income attributable to non-controlling interests — — — (12 ) — (12 ) NET INCOME/(LOSS) ATTRIBUTABLE TO WILLIS TOWERS WATSON $ 278 $ 289 $ (6 ) $ 242 $ (525 ) $ 278 Comprehensive income/(loss) before non-controlling interests $ 94 $ 104 $ (107 ) $ 88 $ (83 ) $ 96 Comprehensive income attributable to non-controlling interest — — — (2 ) — (2 ) Comprehensive income/(loss) attributable to Willis Towers Watson $ 94 $ 104 $ (107 ) $ 86 $ (83 ) $ 94 Unaudited Condensed Consolidating Statement of Comprehensive Income Three Months Ended September 30, 2017 Willis The Other Consolidating Consolidated Revenues Commissions and fees $ — $ 3 $ 1,829 $ — $ 1,832 Interest and other income — — 20 — 20 Total revenues — 3 1,849 — 1,852 Costs of providing services Salaries and benefits 2 20 1,123 — 1,145 Other operating expenses — 36 330 366 Depreciation — 2 52 — 54 Amortization — 1 143 (3 ) 141 Restructuring costs — 2 29 — 31 Transaction and integration expenses — 6 68 — 74 Total costs of providing services 2 67 1,745 (3 ) 1,811 (Loss)/income from operations (2 ) (64 ) 104 3 41 Income from Group undertakings — (155 ) (39 ) 194 — Expenses due to Group undertakings — 34 160 (194 ) — Interest expense 8 34 5 — 47 Other (income)/expense, net — (48 ) (120 ) 197 29 (LOSS)/INCOME FROM OPERATIONS BEFORE INCOME TAXES AND INTEREST IN EARNINGS OF ASSOCIATES (10 ) 71 98 (194 ) (35 ) (Benefit from)/provision for income taxes (1 ) 6 14 — 19 (LOSS)/INCOME FROM OPERATIONS BEFORE INTEREST IN EARNINGS OF ASSOCIATES (9 ) 65 84 (194 ) (54 ) Interest in earnings of associates, net of tax — — — — — Equity account for subsidiaries (45 ) (107 ) — 152 — NET (LOSS)/INCOME (54 ) (42 ) 84 (42 ) (54 ) Income attributable to non-controlling interests — — — — — NET (LOSS)/INCOME ATTRIBUTABLE TO WILLIS TOWERS WATSON $ (54 ) $ (42 ) $ 84 $ (42 ) $ (54 ) Comprehensive income before non-controlling interests $ 46 $ 62 $ (4 ) $ (70 ) $ 34 Comprehensive loss attributable to non-controlling interests — — 12 — 12 Comprehensive income attributable to Willis Towers Watson $ 46 $ 62 $ 8 $ (70 ) $ 46 Unaudited Condensed Consolidating Statement of Comprehensive Income Three Months Ended September 30, 2016 Willis The Other Consolidating Consolidated Revenues Commissions and fees $ — $ 5 $ 1,756 $ — $ 1,761 Interest and other income — — 16 — 16 Total revenues — 5 1,772 — 1,777 Costs of providing services Salaries and benefits — 14 1,105 — 1,119 Other operating expenses 1 37 332 — 370 Depreciation — 5 40 — 45 Amortization — — 157 — 157 Restructuring costs — 14 35 — 49 Transaction and integration expenses — 6 30 — 36 Total costs of providing services 1 76 1,699 — 1,776 (Loss)/income from operations (1 ) (71 ) 73 — 1 Income from Group undertakings — (159 ) (34 ) 193 — Expenses due to Group undertakings — 33 160 (193 ) — Interest expense 8 32 5 — 45 Other expense, net — — 14 — 14 (LOSS)/INCOME FROM OPERATIONS BEFORE INCOME TAXES AND INTEREST IN EARNINGS OF ASSOCIATES (9 ) 23 (72 ) — (58 ) Benefit from income taxes — (19 ) (7 ) — (26 ) (LOSS)/INCOME FROM OPERATIONS BEFORE INTEREST IN EARNINGS OF ASSOCIATES (9 ) 42 (65 ) — (32 ) Interest in earnings of associates, net of tax — — 1 — 1 Equity account for subsidiaries (23 ) (60 ) — 83 — NET LOSS (32 ) (18 ) (64 ) 83 (31 ) Income attributable to non-controlling interests — — (1 ) — (1 ) NET LOSS ATTRIBUTABLE TO WILLIS TOWERS WATSON $ (32 ) $ (18 ) $ (65 ) $ 83 $ (32 ) Comprehensive loss before non-controlling interests $ (72 ) $ (58 ) $ (91 ) $ 148 $ (73 ) Comprehensive loss attributable to non-controlling interests — — 1 — 1 Comprehensive loss attributable to Willis Towers Watson $ (72 ) $ (58 ) $ (90 ) $ 148 $ (72 ) Unaudited Condensed Consolidating Statement of Comprehensive Income Nine Months Ended September 30, 2017 Willis The Other Consolidating Consolidated Revenues Commissions and fees $ — $ 14 $ 6,051 $ — $ 6,065 Interest and other income — — 59 — 59 Total revenues — 14 6,110 — 6,124 Costs of providing services Salaries and benefits 4 40 3,440 — 3,484 Other operating expenses 2 90 1,066 — 1,158 Depreciation — 5 146 — 151 Amortization — 3 441 (3 ) 441 Restructuring costs — 6 79 — 85 Transaction and integration expenses — 38 139 — 177 Total costs of providing services 6 182 5,311 (3 ) 5,496 (Loss)/income from operations (6 ) (168 ) 799 3 628 Income from Group undertakings — (478 ) (112 ) 590 — Expenses due to Group undertakings — 112 478 (590 ) — Interest expense 23 100 16 — 139 Other (income)/expense, net — (48 ) (70 ) 197 79 (LOSS)/INCOME FROM OPERATIONS BEFORE INCOME TAXES AND INTEREST IN EARNINGS OF ASSOCIATES (29 ) 146 487 (194 ) 410 (Benefit from)/provision for income taxes (2 ) 12 63 — 73 (LOSS)/INCOME FROM OPERATIONS BEFORE INTEREST IN EARNINGS OF ASSOCIATES (27 ) 134 424 (194 ) 337 Interest in earnings of associates, net of tax — — 2 — 2 Equity account for subsidiaries 350 209 — (559 ) — NET INCOME 323 343 426 (753 ) 339 Income attributable to non-controlling interests — — (16 ) — (16 ) NET INCOME ATTRIBUTABLE TO WILLIS TOWERS WATSON $ 323 $ 343 $ 410 $ (753 ) $ 323 Comprehensive income before non-controlling interests $ 531 $ 552 $ 434 $ (971 ) $ 546 Comprehensive income attributable to non-controlling interests — — (15 ) — (15 ) Comprehensive income attributable to Willis Towers Watson $ 531 $ 552 $ 419 $ (971 ) $ 531 Unaudited Condensed Consolidating Statement of Comprehensive Income Nine Months Ended September 30, 2016 Willis The Other Consolidating Consolidated Revenues Commissions and fees $ — $ 16 $ 5,858 $ — $ 5,874 Interest and other income — 1 85 — 86 Total revenues — 17 5,943 — 5,960 Costs of providing services Salaries and benefits 1 39 3,479 — 3,519 Other operating expenses 4 166 1,001 — 1,171 Depreciation — 14 118 — 132 Amortization — — 443 — 443 Restructuring costs — 41 74 — 115 Transaction and integration expenses — 28 89 — 117 Total costs of providing services 5 288 5,204 — 5,497 (Loss)/income from operations (5 ) (271 ) 739 — 463 Income from Group undertakings — (461 ) (104 ) 565 — Expenses due to Group undertakings — 104 461 (565 ) — Interest expense 25 94 19 — 138 Other expense/(income), net 1 (2 ) 27 — 26 (LOSS)/INCOME FROM OPERATIONS BEFORE INCOME TAXES AND INTEREST IN EARNINGS OF ASSOCIATES (31 ) (6 ) 336 — 299 (Benefit from)/provision for income taxes — (73 ) 84 — 11 (LOSS)/INCOME FROM OPERATIONS BEFORE INTEREST IN EARNINGS OF ASSOCIATES (31 ) 67 252 — 288 Interest in earnings of associates, net of tax — — 2 — 2 Equity account for subsidiaries 309 222 — (531 ) — NET INCOME 278 289 254 (531 ) 290 Income attributable to non-controlling interests — — (12 ) — (12 ) NET INCOME ATTRIBUTABLE TO WILLIS TOWERS WATSON $ 278 $ 289 $ 242 $ (531 ) $ 278 Comprehensive income before non-controlling interests $ 94 $ 104 $ 88 $ (190 ) $ 96 Comprehensive income attributable to non-controlling interests — — (2 ) — (2 ) Comprehensive income attributable to Willis Towers Watson $ 94 $ 104 $ 86 $ (190 ) $ 94 Unaudited Condensed Consolidating Statement of Comprehensive Income Three Months Ended September 30, 2017 Willis The Other The Other Consolidating Consolidated Revenues Commissions and fees $ — $ 3 $ — $ 1,829 $ — $ 1,832 Interest and other income — — — 20 — 20 Total revenues — 3 — 1,849 — 1,852 Costs of providing services Salaries and benefits 2 20 — 1,123 — 1,145 Other operating expenses — 35 1 330 — 366 Depreciation — 2 — 52 — 54 Amortization — 1 — 143 (3 ) 141 Restructuring costs — 2 — 29 — 31 Transaction and integration expenses — 6 — 68 — 74 Total costs of providing services 2 66 1 1,745 (3 ) 1,811 (Loss)/income from operations (2 ) (63 ) (1 ) 104 3 41 Income from Group undertakings — (148 ) (36 ) (39 ) 223 — Expenses due to Group undertakings — 57 6 160 (223 ) — Interest expense 8 9 25 5 — 47 Other (income)/expense, net — (48 ) — (120 ) 197 29 (LOSS)/INCOME FROM OPERATIONS BEFORE INCOME TAXES AND INTEREST IN EARNINGS OF ASSOCIATES (10 ) 67 4 98 (194 ) (35 ) (Benefit from)/provision for income taxes (1 ) 6 — 14 — 19 (LOSS)/INCOME FROM OPERATIONS BEFORE INTEREST IN EARNINGS OF ASSOCIATES (9 ) 61 4 84 (194 ) (54 ) Interest in earnings of associates, net of tax — — — — — — Equity account for subsidiaries (45 ) (103 ) (108 ) — 256 — NET (LOSS)/INCOME (54 ) (42 ) (104 ) 84 62 (54 ) Income attributable to non-controlling interests — — — — — — NET (LOSS)/INCOME ATTRIBUTABLE TO WILLIS TOWERS WATSON $ (54 ) $ (42 ) $ (104 ) $ 84 $ 62 $ (54 ) Comprehensive income before non-controlling interests $ 46 $ 62 $ 2 $ (4 ) $ (72 ) $ 34 Comprehensive loss attributable to non-controlling interests — — — 12 — 12 Comprehensive income attributable to Willis Towers Watson $ 46 $ 62 $ 2 $ 8 $ (72 ) $ 46 Unaudited Condensed Consolidating Statement of Comprehensive Income Three Months Ended September 30, 2016 Willis The Other The Other Consolidating Consolidated Revenues Commissions and fees $ — $ 5 $ — $ 1,756 $ — $ 1,761 Interest and other income — — — 16 — 16 Total revenues — 5 — 1,772 — 1,777 Costs of providing services Salaries and benefits — 14 — 1,105 — 1,119 Other operating expenses 1 37 — 332 — 370 Depreciation — 5 — 40 — 45 Amortization — — — 157 — 157 Restructuring costs — 14 — 35 — 49 Transaction and integration expenses — 6 — 30 — 36 Total costs of providing services 1 76 — 1,699 — 1,776 (Loss)/income from operations (1 ) (71 ) — 73 — 1 Income from Group undertakings — (155 ) (34 ) (34 ) 223 — Expenses due to Group undertakings — 57 6 160 (223 ) — Interest expense 8 10 22 5 — 45 Other expense, net — — — 14 — 14 (LOSS)/INCOME FROM OPERATIONS BEFORE INCOME TAXES AND INTEREST IN EARNINGS OF ASSOCIATES (9 ) 17 6 (72 ) — (58 ) Benefit from income taxes — (19 ) — (7 ) — (26 ) (LOSS)/INCOME FROM OPERATIONS BEFORE INTEREST IN EARNINGS OF ASSOCIATES (9 ) 36 6 (65 ) — (32 ) Interest in earnings of associates, net of tax — — — 1 — 1 Equity account for subsidiaries (23 ) (54 ) (55 ) — 132 — NET LOSS (32 ) (18 ) (49 ) (64 ) 132 (31 ) Income attributable to non-controlling interests — — — (1 ) — (1 ) NET LOSS ATTRIBUTABLE TO WILLIS TOWERS WATSON $ (32 ) $ (18 ) $ (49 ) $ (65 ) $ 132 $ (32 ) Comprehensive loss before non-controlling interests $ (72 ) $ (58 ) $ (59 ) $ (91 ) $ 207 $ (73 ) Comprehensive loss attributable to non-controlling interests — — — 1 — 1 Comprehensive loss attributable to Willis Towers Watson $ (72 ) $ (58 ) $ (59 ) $ (90 ) $ 207 $ (72 ) Unaudited Condensed Consolidating Statement of Comprehensive Income Nine Months Ended September 30, 2017 Willis The Other The Other Consolidating Consolidated Revenues Commissions and fees $ — $ 14 $ — $ 6,051 $ — $ 6,065 Interest and other income — — — 59 — 59 Total revenues — 14 — 6,110 — 6,124 Costs of providing services Salaries and benefits 4 40 — 3,440 — 3,484 Other operating expenses 2 89 1 1,066 — 1,158 Depreciation — 5 — 146 — 151 Amortization — 3 — 441 (3 ) 441 Restructuring costs — 6 — 79 — 85 Transaction and integration expenses — 38 — 139 — 177 Total costs of providing services 6 181 1 5,311 (3 ) 5,496 (Loss)/income from operations (6 ) (167 ) (1 ) 799 3 628 Income from Group undertakings — (457 ) (108 ) (112 ) 677 — Expenses due to Group undertakings — 180 19 478 (677 ) — Interest expense 23 24 76 16 — 139 Other (income)/expense, net — (48 ) — (70 ) 197 79 (LOSS)/INCOME FROM OPERATIONS BEFORE INCOME TAXES AND INTEREST IN EARNINGS OF ASSOCIATES (29 ) 134 12 487 (194 ) 410 (Benefit from)/provision for income taxes (2 ) 11 1 63 — 73 (LOSS)/INCOME FROM OPERATIONS BEFORE INTEREST IN EARNINGS OF ASSOCIATES (27 ) 123 11 424 (194 ) 337 Interest in earnings of associates, net of tax — — — 2 — 2 Equity account for subsidiaries 350 220 117 — (687 ) — NET INCOME 323 343 128 426 (881 ) 339 Income attributable to non-controlling interests — — — (16 ) — (16 ) NET INCOME ATTRIBUTABLE TO WILLIS TOWERS WATSON $ 323 $ 343 $ 128 $ 410 $ (881 ) $ 323 Comprehensive income before non-controlling interests $ 531 $ 552 $ 336 $ 434 $ (1,307 ) $ 546 Comprehensive income attributable to non-controlling interests — — — (15 ) — (15 ) Comprehensive income attributable to Willis Towers Watson $ 531 $ 552 $ 336 $ 419 $ (1,307 ) $ 531 Unaudited Condensed Consolidating Statement of Comprehensive Income Nine Months Ended September 30, 2016 Willis The Other The Other Consolidating Consolidated Revenues Commissions and fees $ — $ 16 $ — $ 5,858 $ — $ 5,874 Interest and other income — 1 — 85 — 86 Total revenues — 17 — 5,943 — 5,960 Costs of providing services Salaries and benefits 1 39 — 3,479 — 3,519 Other operating expenses 4 166 — 1,001 — 1,171 Depreciation — 14 — 118 — 132 Amortization — — — 443 — 443 Restructuring costs — 41 — 74 — 115 Transaction and integration expenses — 28 — 89 — 117 Total costs of providing services 5 288 — 5,204 — 5,497 (Loss)/income from operations (5 ) (271 ) — 739 — 463 Income from Group undertakings — (451 ) (98 ) (104 ) 653 — Expenses due to Group undertakings — 173 19 461 (653 ) — Interest expense 25 28 66 19 — 138 Other expense/(income), net 1 (2 ) — 27 — 26 (LOSS)/INCOME FROM OPERATIONS BEFORE INCOME TAXES AND INTEREST IN EARNINGS OF ASSOCIATES (31 ) (19 ) 13 336 — 299 (Benefit from)/provision for income taxes — (74 ) 1 84 — 11 (LOSS)/INCOME FROM OPERATIONS BEFORE INTEREST IN EARNINGS OF ASSOCIATES (31 ) 55 12 252 — 288 Interest in earnings of associates, net of tax — — — 2 — 2 Equity account for subsidiaries 309 234 57 — (600 ) — NET INCOME 278 289 69 254 (600 ) 290 Income attributable to non-controlling interests — — — (12 ) — (12 ) NET INCOME ATTRIBUTABLE TO WILLIS TOWERS WATSON $ 278 $ 289 $ 69 $ 242 $ (600 ) $ 278 Comprehensive income/(loss) before non-controlling interests $ 94 $ 104 $ (3 ) $ 88 $ (187 ) $ 96 Comprehensive income attributable to non-controlling interests — — — (2 ) — (2 ) Comprehensive income/(loss) attributable to Willis Towers Watson $ 94 $ 104 $ (3 ) $ 86 $ (187 ) $ 94 |
Unaudited Condensed Consolidated Balance Sheet | Unaudited Condensed Consolidating Balance Sheet As of September 30, 2017 Willis The Other The Other Consolidating Consolidated ASSETS Cash and cash equivalents $ — $ 5 $ — $ 907 $ — $ 912 Fiduciary assets — — — 12,206 — 12,206 Accounts receivable, net — — 5 2,150 — 2,155 Prepaid and other current assets 2 26 143 298 (51 ) 418 Amounts due from group undertakings 6,131 1,478 1,360 2,576 (11,545 ) — Total current assets 6,133 1,509 1,508 18,137 (11,596 ) 15,691 Investments in subsidiaries 4,357 8,895 6,209 — (19,461 ) — Fixed assets, net — 35 — 902 — 937 Goodwill — — — 10,529 — 10,529 Other intangible assets, net — 61 — 4,034 (61 ) 4,034 Pension benefits assets — — — 649 — 649 Other non-current assets — 14 246 373 (201 ) 432 Non-current amounts due from group undertakings — 4,918 861 48 (5,827 ) — Total non-current assets 4,357 13,923 7,316 16,535 (25,550 ) 16,581 TOTAL ASSETS $ 10,490 $ 15,432 $ 8,824 $ 34,672 $ (37,146 ) $ 32,272 LIABILITIES AND EQUITY Fiduciary liabilities $ — $ — $ — $ 12,206 $ — $ 12,206 Deferred revenue and accrued expenses 1 9 82 1,380 — 1,472 Short-term debt and current portion of long-term debt — — — 85 — 85 Other current liabilities 78 43 117 546 9 793 Amounts due to group undertakings — 7,537 2,402 1,607 (11,546 ) — Total current liabilities 79 7,589 2,601 15,824 (11,537 ) 14,556 Long-term debt 496 2,945 946 106 — 4,493 Liability for pension benefits — — — 1,207 — 1,207 Deferred tax liabilities — — — 1,057 (201 ) 856 Provision for liabilities — — 120 483 — 603 Other non-current liabilities — 7 59 410 — 476 Non-current amounts due to group undertakings — — 519 5,308 (5,827 ) — Total non-current liabilities 496 2,952 1,644 8,571 (6,028 ) 7,635 TOTAL LIABILITIES 575 10,541 4,245 24,395 (17,565 ) 22,191 REDEEMABLE NON-CONTROLLING INTEREST — — — 55 — 55 EQUITY Total Willis Towers Watson shareholders’ equity 9,915 4,891 4,579 10,111 (19,581 ) 9,915 Non-controlling interests — — — 111 — 111 Total equity 9,915 4,891 4,579 10,222 (19,581 ) 10,026 TOTAL LIABILITIES AND EQUITY $ 10,490 $ 15,432 $ 8,824 $ 34,672 $ (37,146 ) $ 32,272 Unaudited Condensed Consolidating Balance Sheet As of December 31, 2016 Willis The Other The Other Consolidating Consolidated ASSETS Cash and cash equivalents $ — $ — $ — $ 870 $ — $ 870 Fiduciary assets — — — 10,505 — 10,505 Accounts receivable, net — — 7 2,073 — 2,080 Prepaid and other current assets — 49 23 324 (59 ) 337 Amounts due from group undertakings 7,229 1,706 1,190 2,370 (12,495 ) — Total current assets 7,229 1,755 1,220 16,142 (12,554 ) 13,792 Investments in subsidiaries 3,409 7,733 5,480 — (16,622 ) — Fixed assets, net — 34 — 805 — 839 Goodwill — — — 10,413 — 10,413 Other intangible assets, net — 64 — 4,368 (64 ) 4,368 Pension benefits assets — — — 488 — 488 Other non-current assets — 10 80 310 (47 ) 353 Non-current amounts due from group undertakings — 4,655 836 — (5,491 ) — Total non-current assets 3,409 12,496 6,396 16,384 (22,224 ) 16,461 TOTAL ASSETS $ 10,638 $ 14,251 $ 7,616 $ 32,526 $ (34,778 ) $ 30,253 LIABILITIES AND EQUITY Fiduciary liabilities $ — $ — $ — $ 10,505 $ — $ 10,505 Deferred revenue and accrued expenses — 15 27 1,488 (49 ) 1,481 Short-term debt and current portion of long-term debt — 22 394 92 — 508 Other current liabilities 77 94 23 684 (2 ) 876 Amounts due to group undertakings — 8,323 2,075 2,097 (12,495 ) — Total current liabilities 77 8,454 2,519 14,866 (12,546 ) 13,370 Long-term debt 496 2,506 186 169 — 3,357 Liability for pension benefits — — — 1,321 — 1,321 Deferred tax liabilities — — — 1,013 (149 ) 864 Provision for liabilities — — 120 455 — 575 Other non-current liabilities — 48 15 483 (14 ) 532 Non-current amounts due to group undertakings — — 518 4,973 (5,491 ) — Total non-current liabilities 496 2,554 839 8,414 (5,654 ) 6,649 TOTAL LIABILITIES 573 11,008 3,358 23,280 (18,200 ) 20,019 REDEEMABLE NON-CONTROLLING INTEREST — — — 51 — 51 EQUITY Total Willis Towers Watson shareholders’ equity 10,065 3,243 4,258 9,077 (16,578 ) 10,065 Non-controlling interests — — — 118 — 118 Total equity 10,065 3,243 4,258 9,195 (16,578 ) 10,183 TOTAL LIABILITIES AND EQUITY $ 10,638 $ 14,251 $ 7,616 $ 32,526 $ (34,778 ) $ 30,253 Unaudited Condensed Consolidating Balance Sheet As of September 30, 2017 Willis The Other Consolidating Consolidated ASSETS Cash and cash equivalents $ — $ 5 $ 907 $ — $ 912 Fiduciary assets — — 12,206 — 12,206 Accounts receivable, net — 5 2,150 — 2,155 Prepaid and other current assets 2 169 298 (51 ) 418 Amounts due from group undertakings 6,131 1,728 2,576 (10,435 ) — Total current assets 6,133 1,907 18,137 (10,486 ) 15,691 Investments in subsidiaries 4,357 10,524 — (14,881 ) — Fixed assets, net — 35 902 — 937 Goodwill — — 10,529 — 10,529 Other intangible assets, net — 61 4,034 (61 ) 4,034 Pension benefits assets — — 649 — 649 Other non-current assets — 261 373 (202 ) 432 Non-current amounts due from group undertakings — 5,260 48 (5,308 ) — Total non-current assets 4,357 16,141 16,535 (20,452 ) 16,581 TOTAL ASSETS $ 10,490 $ 18,048 $ 34,672 $ (30,938 ) $ 32,272 LIABILITIES AND EQUITY Fiduciary liabilities $ — $ — $ 12,206 $ — $ 12,206 Deferred revenue and accrued expenses 1 91 1,380 — 1,472 Short-term debt and current portion of long-term debt — — 85 — 85 Other current liabilities 78 160 546 9 793 Amounts due to group undertakings — 8,829 1,607 (10,436 ) — Total current liabilities 79 9,080 15,824 (10,427 ) 14,556 Long-term debt 496 3,891 106 — 4,493 Liability for pension benefits — — 1,207 — 1,207 Deferred tax liabilities — — 1,057 (201 ) 856 Provision for liabilities — 120 483 — 603 Other non-current liabilities — 66 410 — 476 Non-current amounts due to group undertakings — — 5,308 (5,308 ) — Total non-current liabilities 496 4,077 8,571 (5,509 ) 7,635 TOTAL LIABILITIES 575 13,157 24,395 (15,936 ) 22,191 REDEEMABLE NON-CONTROLLING INTEREST — — 55 — 55 EQUITY Total Willis Towers Watson shareholders’ equity 9,915 4,891 10,111 (15,002 ) 9,915 Non-controlling interests — — 111 — 111 Total equity 9,915 4,891 10,222 (15,002 ) 10,026 TOTAL LIABILITIES AND EQUITY $ 10,490 $ 18,048 $ 34,672 $ (30,938 ) $ 32,272 Unaudited Condensed Consolidating Balance Sheet As of December 31, 2016 Willis Towers Watson — the Parent Issuer The Guarantors Other Consolidating adjustments Consolidated ASSETS Cash and cash equivalents $ — $ — $ 870 $ — $ 870 Fiduciary assets — — 10,505 — 10,505 Accounts receivable, net — 7 2,073 — 2,080 Prepaid and other current assets — 72 324 (59 ) 337 Amounts due from group undertakings 7,229 1,648 2,370 (11,247 ) — Total current assets 7,229 1,727 16,142 (11,306 ) 13,792 Investments in subsidiaries 3,409 8,955 — (12,364 ) — Fixed assets, net — 34 805 — 839 Goodwill — — 10,413 — 10,413 Other intangible assets, net — 64 4,368 (64 ) 4,368 Pension benefits assets — — 488 — 488 Other non-current assets — 90 310 (47 ) 353 Non-current amounts due from group undertakings — 4,973 — (4,973 ) — Total non-current assets 3,409 14,116 16,384 (17,448 ) 16,461 TOTAL ASSETS $ 10,638 $ 15,843 $ 32,526 $ (28,754 ) $ 30,253 LIABILITIES AND EQUITY Fiduciary liabilities $ — $ — $ 10,505 $ — $ 10,505 Deferred revenue and accrued expenses — 42 1,488 (49 ) 1,481 Short-term debt and current portion of long-term debt — 416 92 — 508 Other current liabilities 77 117 684 (2 ) 876 Amounts due to group undertakings — 9,150 2,097 (11,247 ) — Total current liabilities 77 9,725 14,866 (11,298 ) 13,370 Long-term debt 496 2,692 169 — 3,357 Liability for pension benefits — — 1,321 — 1,321 Deferred tax liabilities — — 1,013 (149 ) 864 Provision for liabilities — 120 455 — 575 Other non-current liabilities — 63 483 (14 ) 532 Non-current amounts due to group undertakings — — 4,973 (4,973 ) — Total non-current liabilities 496 2,875 8,414 (5,136 ) 6,649 TOTAL LIABILITIES 573 12,600 23,280 (16,434 ) 20,019 REDEEMABLE NON-CONTROLLING INTEREST — — 51 — 51 EQUITY Total Willis Towers Watson shareholders’ equity 10,065 3,243 9,077 (12,320 ) 10,065 Non-controlling interests — — 118 — 118 Total equity 10,065 3,243 9,195 (12,320 ) 10,183 TOTAL LIABILITIES AND EQUITY $ 10,638 $ 15,843 $ 32,526 $ (28,754 ) $ 30,253 Unaudited Condensed Consolidating Balance Sheet As of September 30, 2017 Willis The Other The Other Consolidating Consolidated ASSETS Cash and cash equivalents $ — $ 5 $ — $ 907 $ — $ 912 Fiduciary assets — — — 12,206 — 12,206 Accounts receivable, net — 5 — 2,150 — 2,155 Prepaid and other current assets 2 172 1 298 (55 ) 418 Amounts due from group undertakings 6,131 1,449 1,655 2,576 (11,811 ) — Total current assets 6,133 1,631 1,656 18,137 (11,866 ) 15,691 Investments in subsidiaries 4,357 10,112 2,143 — (16,612 ) — Fixed assets, net — 35 — 902 — 937 Goodwill — — — 10,529 — 10,529 Other intangible assets, net — 61 — 4,034 (61 ) 4,034 Pension benefits assets — — — 649 — 649 Other non-current assets — 259 1 373 (201 ) 432 Non-current amounts due from group undertakings — 4,461 1,318 48 (5,827 ) — Total non-current assets 4,357 14,928 3,462 16,535 (22,701 ) 16,581 TOTAL ASSETS $ 10,490 $ 16,559 $ 5,118 $ 34,672 $ (34,567 ) $ 32,272 LIABILITIES AND EQUITY Fiduciary liabilities $ — $ — $ — $ 12,206 $ — $ 12,206 Deferred revenue and accrued expenses 1 91 — 1,380 — 1,472 Short-term debt and current portion of long-term debt — — — 85 — 85 Other current liabilities 78 150 14 546 5 793 Amounts due to group undertakings — 9,775 7 1,607 (11,389 ) — Total current liabilities 79 10,016 21 15,824 (11,384 ) 14,556 Long-term debt 496 946 2,945 106 — 4,493 Liability for pension benefits — — — 1,207 — 1,207 Deferred tax liabilities — — — 1,057 (201 ) 856 Provision for liabilities — 120 — 483 — 603 Other non-current liabilities — 66 — 410 — 476 Non-current amounts due to group undertakings — 519 423 5,308 (6,250 ) — Total non-current liabilities 496 1,651 3,368 8,571 (6,451 ) 7,635 TOTAL LIABILITIES 575 11,667 3,389 24,395 (17,835 ) 22,191 REDEEMABLE NON-CONTROLLING INTEREST — — — 55 — 55 EQUITY Total Willis Towers Watson shareholders’ equity 9,915 4,892 1,729 10,111 (16,732 ) 9,915 Non-controlling interests — — — 111 — 111 Total equity 9,915 4,892 1,729 10,222 (16,732 ) 10,026 TOTAL LIABILITIES AND EQUITY $ 10,490 $ 16,559 $ 5,118 $ 34,672 $ (34,567 ) $ 32,272 Unaudited Condensed Consolidating Balance Sheet As of December 31, 2016 Willis The Other The Other Consolidating Consolidated ASSETS Cash and cash equivalents $ — $ — $ — $ 870 $ — $ 870 Fiduciary assets — — — 10,505 — 10,505 Accounts receivable, net — 7 — 2,073 — 2,080 Prepaid and other current assets — 74 1 324 (62 ) 337 Amounts due from group undertakings 7,229 849 1,595 2,370 (12,043 ) — Total current assets 7,229 930 1,596 16,142 (12,105 ) 13,792 Investments in subsidiaries 3,409 8,621 7,309 — (19,339 ) — Fixed assets, net — 34 — 805 — 839 Goodwill — — — 10,413 — 10,413 Other intangible assets, net — 64 — 4,368 (64 ) 4,368 Pension benefits assets — — — 488 — 488 Other non-current assets — 90 — 310 (47 ) 353 Non-current amounts due from group undertakings — 4,859 1,055 — (5,914 ) — Total non-current assets 3,409 13,668 8,364 16,384 (25,364 ) 16,461 TOTAL ASSETS $ 10,638 $ 14,598 $ 9,960 $ 32,526 $ (37,469 ) $ 30,253 LIABILITIES AND EQUITY Fiduciary liabilities $ — $ — $ — $ 10,505 $ — $ 10,505 Deferred revenue and accrued expenses — 41 1 1,488 (49 ) 1,481 Short-term debt and current portion of long-term debt — 394 22 92 — 508 Other current liabilities 77 87 33 684 (5 ) 876 Amounts due to group undertakings — 9,946 — 2,097 (12,043 ) — Total current liabilities 77 10,468 56 14,866 (12,097 ) 13,370 Long-term debt 496 186 2,506 169 — 3,357 Liability for pension benefits — — — 1,321 — 1,321 Deferred tax liabilities — — — 1,013 (149 ) 864 Provision for liabilities — 120 — 455 — 575 Other non-current liabilities — 63 — 483 (14 ) 532 Non-current amounts due to group undertakings — 518 423 4,973 (5,914 ) — Total non-current liabilities 496 887 2,929 8,414 (6,077 ) 6,649 TOTAL LIABILITIES 573 11,355 2,985 23,280 (18,174 ) 20,019 REDEEMABLE NON-CONTROLLING INTEREST — — — 51 — 51 EQUITY Total Willis Towers Watson shareholders’ equity 10,065 3,243 6,975 9,077 (19,295 ) 10,065 Non-controlling interests — — — 118 — 118 Total equity 10,065 3,243 6,975 9,195 (19,295 ) 10,183 TOTAL LIABILITIES AND EQUITY $ 10,638 $ 14,598 $ 9,960 $ 32,526 $ (37,469 ) $ 30,253 |
Unaudited Condensed Consolidated Statement of Cash Flows | Unaudited Condensed Consolidating Statement of Cash Flows Nine Months Ended September 30, 2017 Willis The Other The Other Consolidating Consolidated NET CASH FROM/(USED IN) OPERATING ACTIVITIES $ 525 $ (498 ) $ (99 ) $ 774 $ (187 ) $ 515 CASH FLOWS FROM/(USED IN) INVESTING ACTIVITIES Additions to fixed assets and software for internal use — (6 ) — (192 ) — (198 ) Capitalized software costs — — — (52 ) — (52 ) Acquisitions of operations, net of cash acquired — — — (13 ) — (13 ) Other, net — — — 1 — 1 Proceeds from intercompany investing activities 1,102 336 10 223 (1,671 ) — Repayments of intercompany investing activities — (195 ) — (311 ) 506 — Reduction in investment in subsidiaries — 1,148 — 59 (1,207 ) — Additional investment in subsidiaries (1,000 ) (207 ) — — 1,207 — Net cash from/(used in) investing activities $ 102 $ 1,076 $ 10 $ (285 ) $ (1,165 ) $ (262 ) CASH FLOWS USED IN FINANCING ACTIVITIES Net borrowings on revolving credit facility — 560 115 — — 675 Senior notes issued — — 650 — — 650 Proceeds from issuance of other debt — — — 32 — 32 Debt issuance costs — (4 ) (5 ) — — (9 ) Repayments of debt — (219 ) (400 ) (95 ) — (714 ) Repurchase of shares (462 ) — — — — (462 ) Proceeds from issuance of shares 44 — — — — 44 Payments related to share cancellation — — — (177 ) — (177 ) Payments of deferred and contingent consideration related to acquisitions — — — (43 ) — (43 ) Cash paid for employee taxes on withholding shares — — — (14 ) — (14 ) Dividends paid (209 ) — (58 ) (129 ) 187 (209 ) Acquisitions of and dividends paid to non-controlling interests — — — (19 ) — (19 ) Proceeds from intercompany financing activities — 163 148 195 (506 ) — Repayments of intercompany financing activities — (1,073 ) (361 ) (237 ) 1,671 — Net cash (used in)/from financing activities $ (627 ) $ (573 ) $ 89 $ (487 ) $ 1,352 $ (246 ) INCREASE IN CASH AND CASH EQUIVALENTS — 5 — 2 — 7 Effect of exchange rate changes on cash and cash equivalents — — — 35 — 35 CASH AND CASH EQUIVALENTS, BEGINNING OF PERIOD — — — 870 — 870 CASH AND CASH EQUIVALENTS, END OF PERIOD $ — $ 5 $ — $ 907 $ — $ 912 Unaudited Condensed Consolidating Statement of Cash Flows Nine Months Ended September 30, 2016 Willis The Other The Other Consolidating Consolidated NET CASH FROM/(USED IN) OPERATING ACTIVITIES $ 6 $ (130 ) $ (175 ) $ 989 $ (69 ) $ 621 CASH FLOWS FROM/(USED IN) INVESTING ACTIVITIES Additions to fixed assets and software for internal use — (76 ) (8 ) (131 ) 64 (151 ) Capitalized software costs — — — (64 ) — (64 ) Acquisitions of operations, net of cash acquired — — — 476 — 476 Other, net — — 1 16 5 22 Proceeds from intercompany investing activities 47 47 — 18 (112 ) — Repayments of intercompany investing activities (4,015 ) (3,953 ) — (805 ) 8,773 — Reduction in investment in subsidiaries 4,600 3,600 — — (8,200 ) — Additional investment in subsidiaries — (4,600 ) — (3,600 ) 8,200 — Net cash from/(used in) investing activities $ 632 $ (4,982 ) $ (7 ) $ (4,090 ) $ 8,730 $ 283 CASH FLOWS (USED IN)/FROM FINANCING ACTIVITIES Net payments on revolving credit facility — (389 ) — — — (389 ) Senior notes issued — 1,606 — — — 1,606 Proceeds from issuance of other debt — 400 — 4 — 404 Debt issuance costs — (14 ) — — — (14 ) Repayments of debt (300 ) (1,032 ) — (529 ) — (1,861 ) Repurchase of shares (222 ) — — — — (222 ) Proceeds from issuance of shares 44 — — — — 44 Payments of deferred and contingent consideration related to acquisitions — — — (64 ) — (64 ) Dividends paid (133 ) — — — — (133 ) Cash paid for employee taxes on withholding shares — — — (13 ) — (13 ) Acquisitions of and dividends paid to non-controlling interests — — — (17 ) — (17 ) Proceeds from intercompany financing activities — 4,557 199 4,017 (8,773 ) — Repayments of intercompany financing activities (30 ) (18 ) (17 ) (47 ) 112 — Net cash (used in)/from financing activities $ (641 ) $ 5,110 $ 182 $ 3,351 $ (8,661 ) $ (659 ) (DECREASE)/INCREASE IN CASH AND CASH EQUIVALENTS (3 ) (2 ) — 250 — 245 Effect of exchange rate changes on cash and cash equivalents — — — (10 ) — (10 ) CASH AND CASH EQUIVALENTS, BEGINNING OF PERIOD 3 2 — 527 — 532 CASH AND CASH EQUIVALENTS, END OF PERIOD $ — $ — $ — $ 767 $ — $ 767 Unaudited Condensed Consolidating Statement of Cash Flows Nine Months Ended September 30, 2017 Willis The Other Consolidating Consolidated NET CASH FROM/(USED IN) OPERATING ACTIVITIES $ 525 $ (655 ) $ 774 $ (129 ) $ 515 CASH FLOWS FROM/(USED IN) INVESTING ACTIVITIES Additions to fixed assets and software for internal use — (6 ) (192 ) — (198 ) Capitalized software costs — — (52 ) — (52 ) Acquisitions of operations, net of cash acquired — — (13 ) — (13 ) Other, net — — 1 — 1 Proceeds from intercompany investing activities 1,102 143 223 (1,468 ) — Repayments of intercompany investing activities — (195 ) (311 ) 506 — Reduction in investment in subsidiaries — 1,148 59 (1,207 ) — Additional investment in subsidiaries (1,000 ) (207 ) — 1,207 — Net cash from/(used in) investing activities $ 102 $ 883 $ (285 ) $ (962 ) $ (262 ) CASH FLOWS USED IN FINANCING ACTIVITIES Net borrowings on revolving credit facility — 675 — — 675 Senior notes issued — 650 — — 650 Proceeds from issuance of other debt — — 32 — 32 Debt issuance costs — (9 ) — — (9 ) Repayments of debt — (619 ) (95 ) — (714 ) Repurchase of shares (462 ) — — — (462 ) Proceeds from issuance of shares 44 — — — 44 Payments related to share cancellation — — (177 ) — (177 ) Payments of deferred and contingent consideration related to acquisitions — — (43 ) — (43 ) Cash paid for employee taxes on withholding shares — — (14 ) — (14 ) Dividends paid (209 ) — (129 ) 129 (209 ) Acquisitions of and dividends paid to non-controlling interests — — (19 ) — (19 ) Proceeds from intercompany financing activities — 311 195 (506 ) — Repayments of intercompany financing activities — (1,231 ) (237 ) 1,468 — Net cash used in financing activities $ (627 ) $ (223 ) $ (487 ) $ 1,091 $ (246 ) INCREASE IN CASH AND CASH EQUIVALENTS — 5 2 — 7 Effect of exchange rate changes on cash and cash equivalents — — 35 — 35 CASH AND CASH EQUIVALENTS, BEGINNING OF PERIOD — — 870 — 870 CASH AND CASH EQUIVALENTS, END OF PERIOD $ — $ 5 $ 907 $ — $ 912 Unaudited Condensed Consolidating Statement of Cash Flows Nine Months Ended September 30, 2016 Willis The Other Consolidating Consolidated NET CASH FROM/(USED IN) OPERATING ACTIVITIES $ 6 $ (305 ) $ 989 $ (69 ) $ 621 CASH FLOWS FROM/(USED IN) INVESTING ACTIVITIES Additions to fixed assets and software for internal use — (84 ) (131 ) 64 (151 ) Capitalized software costs — — (64 ) — (64 ) Acquisitions of operations, net of cash acquired — — 476 — 476 Other, net — 1 16 5 22 Proceeds from intercompany investing activities 47 30 18 (95 ) — Repayments of intercompany investing activities (4,015 ) (3,953 ) (805 ) 8,773 — Reduction in investment in subsidiaries 4,600 3,600 — (8,200 ) — Additional investment in subsidiaries — (4,600 ) (3,600 ) 8,200 — Net cash from/(used in) investing activities $ 632 $ (5,006 ) $ (4,090 ) $ 8,747 $ 283 CASH FLOWS (USED IN)/FROM FINANCING ACTIVITIES Net payments on revolving credit facility — (389 ) — — (389 ) Senior notes issued — 1,606 — — 1,606 Proceeds from issuance of other debt — 400 4 — 404 Debt issuance costs — (14 ) — — (14 ) Repayments of debt (300 ) (1,032 ) (529 ) — (1,861 ) Repurchase of shares (222 ) — — — (222 ) Proceeds from issuance of shares 44 — — — 44 Payments of deferred and contingent consideration related to acquisitions — — (64 ) — (64 ) Dividends paid (133 ) — — — (133 ) Cash paid for employee taxes on withholding shares — — (13 ) — (13 ) Acquisitions of and dividends paid to non-controlling interests — — (17 ) — (17 ) Proceeds from intercompany financing activities — 4,756 4,017 (8,773 ) — Repayments of intercompany financing activities (30 ) (18 ) (47 ) 95 — Net cash (used in)/from financing activities $ (641 ) $ 5,309 $ 3,351 $ (8,678 ) $ (659 ) (DECREASE)/INCREASE IN CASH AND CASH EQUIVALENTS (3 ) (2 ) 250 — 245 Effect of exchange rate changes on cash and cash equivalents — — (10 ) — (10 ) CASH AND CASH EQUIVALENTS, BEGINNING OF PERIOD 3 2 527 — 532 CASH AND CASH EQUIVALENTS, END OF PERIOD $ — $ — $ 767 $ — $ 767 Unaudited Condensed Consolidating Statement of Cash Flows Nine Months Ended September 30, 2017 Willis The Other The Other Consolidating Consolidated NET CASH FROM/(USED IN) OPERATING ACTIVITIES $ 525 $ (649 ) $ 50 $ 774 $ (185 ) $ 515 CASH FLOWS FROM/(USED IN) INVESTING ACTIVITIES Additions to fixed assets and software for internal use — (6 ) — (192 ) — (198 ) Capitalized software costs — — — (52 ) — (52 ) Acquisitions of operations, net of cash acquired — — — (13 ) — (13 ) Other, net — — — 1 — 1 Proceeds from intercompany investing activities 1,102 137 212 223 (1,674 ) — Repayments of intercompany investing activities — (48 ) (438 ) (311 ) 797 — Reduction in investment in subsidiaries — 1,148 — 59 (1,207 ) — Additional investment in subsidiaries (1,000 ) (59 ) (148 ) — 1,207 — Net cash from/(used in) investing activities $ 102 $ 1,172 $ (374 ) $ (285 ) $ (877 ) $ (262 ) CASH FLOWS (USED IN)/FROM FINANCING ACTIVITIES Net borrowings on revolving credit facility — 115 560 — — 675 Senior notes issued — 650 — — — 650 Proceeds from issuance of other debt — — — 32 — 32 Debt issuance costs — (5 ) (4 ) — — (9 ) Repayments of debt — (400 ) (219 ) (95 ) — (714 ) Repurchase of shares (462 ) — — — — (462 ) Proceeds from issuance of shares 44 — — — — 44 Payments related to share cancellation — — — (177 ) — (177 ) Payments of deferred and contingent consideration related to acquisitions — — — (43 ) — (43 ) Cash paid for employee taxes on withholding shares — — — (14 ) — (14 ) Dividends paid (209 ) (56 ) — (129 ) 185 (209 ) Acquisitions of and dividends paid to non-controlling interests — — — (19 ) — (19 ) Proceeds from intercompany financing activities — 602 — 195 (797 ) — Repayments of intercompany financing activities — (1,424 ) (13 ) (237 ) 1,674 — Net cash (used in)/from financing activities $ (627 ) $ (518 ) $ 324 $ (487 ) $ 1,062 $ (246 ) INCREASE IN CASH AND CASH EQUIVALENTS — 5 — 2 — 7 Effect of exchange rate changes on cash and cash equivalents — — — 35 — 35 CASH AND CASH EQUIVALENTS, BEGINNING OF PERIOD — — — 870 — 870 CASH AND CASH EQUIVALENTS, END OF PERIOD $ — $ 5 $ — $ 907 $ — $ 912 Unaudited Condensed Consolidating Statement of Cash Flows Nine Months Ended September 30, 2016 Willis The Other The Other Consolidating Consolidated NET CASH FROM/(USED IN) OPERATING ACTIVITIES $ 6 $ (314 ) $ 9 $ 989 $ (69 ) $ 621 CASH FLOWS FROM/(USED IN) INVESTING ACTIVITIES Additions to fixed assets and software for internal use — (84 ) — (131 ) 64 (151 ) Capitalized software costs — — — (64 ) — (64 ) Acquisitions of operations, net of cash acquired — — — 476 — 476 Other, net — 1 — 16 5 22 Proceeds from intercompany investing activities 47 42 17 18 (124 ) — Repayments of intercompany investing activities (4,015 ) (3,386 ) (567 ) (805 ) 8,773 — Reduction in investment subsidiaries 4,600 3,600 — — (8,200 ) — Additional investment in subsidiaries — (4,600 ) — (3,600 ) 8,200 — Net cash from/(used in) investing activities $ 632 $ (4,427 ) $ (550 ) $ (4,090 ) $ 8,718 $ 283 CASH FLOWS (USED IN)/FROM FINANCING ACTIVITIES Net payments on revolving credit facility — — (389 ) — — (389 ) Senior notes issued — — 1,606 — — 1,606 Proceeds from issuance of other debt — — 400 4 — 404 Debt issuance costs — — (14 ) — — (14 ) Repayments of debt (300 ) — (1,032 ) (529 ) — (1,861 ) Repurchase of shares (222 ) — — — — (222 ) Proceeds from issuance of shares 44 — — — — 44 Payments of deferred and contingent consideration related to acquisitions — — — (64 ) — (64 ) Dividends paid (133 ) — — — — (133 ) Cash paid for employee taxes on withholding shares — — — (13 ) — (13 ) Acquisitions of and dividends paid to non-controlling interests — — — (17 ) — (17 ) Proceeds from intercompany financing activities — 4,756 — 4,017 (8,773 ) — Repayments of intercompany financing activities (30 ) (17 ) (30 ) (47 ) 124 — Net cash (used in)/from financing activities $ (641 ) $ 4,739 $ 541 $ 3,351 $ (8,649 ) $ (659 ) (DECREASE)/INCREASE IN CASH AND CASH EQUIVALENTS (3 ) (2 ) — 250 — 245 Effect of exchange rate changes on cash and cash equivalents — — — (10 ) — (10 ) CASH AND CASH EQUIVALENTS, BEGINNING OF PERIOD 3 2 — 527 — 532 CASH AND CASH EQUIVALENTS, END OF PERIOD $ — $ — $ — $ 767 $ — $ 767 |
Financial Information for Par39
Financial Information for Parent Issuer, Guarantor Subsidiaries and Non-Guarantor Subsidiaries (Tables) | 9 Months Ended |
Sep. 30, 2017 | |
Condensed Financial Information of Parent Company Only Disclosure [Abstract] | |
Unaudited Condensed Consolidated Statement of Comprehensive Income | Unaudited Condensed Consolidating Statement of Comprehensive Income Three Months Ended September 30, 2017 Willis The Other The Other Consolidating Consolidated Revenues Commissions and fees $ — $ — $ 3 $ 1,829 $ — $ 1,832 Interest and other income — — — 20 — 20 Total revenues — — 3 1,849 — 1,852 Costs of providing services Salaries and benefits 2 — 20 1,123 — 1,145 Other operating expenses — 30 6 330 — 366 Depreciation — 2 — 52 — 54 Amortization — 1 — 143 (3 ) 141 Restructuring costs — 1 1 29 — 31 Transaction and integration expenses — 2 4 68 — 74 Total costs of providing services 2 36 31 1,745 (3 ) 1,811 (Loss)/income from operations (2 ) (36 ) (28 ) 104 3 41 Income from Group undertakings — (136 ) (46 ) (39 ) 221 — Expenses due to Group undertakings — 13 48 160 (221 ) — Interest expense 8 25 9 5 — 47 Other (income)/expense, net — (48 ) — (120 ) 197 29 (LOSS)/INCOME FROM OPERATIONS BEFORE INCOME TAXES AND INTEREST IN EARNINGS OF ASSOCIATES (10 ) 110 (39 ) 98 (194 ) (35 ) (Benefit from)/provision for income taxes (1 ) 10 (4 ) 14 — 19 (LOSS)/INCOME FROM OPERATIONS BEFORE INTEREST IN EARNINGS OF ASSOCIATES (9 ) 100 (35 ) 84 (194 ) (54 ) Interest in earnings of associates, net of tax — — — — — — Equity account for subsidiaries (45 ) (142 ) (248 ) — 435 — NET (LOSS)/INCOME (54 ) (42 ) (283 ) 84 241 (54 ) Income attributable to non-controlling interests — — — — — — NET (LOSS)/INCOME ATTRIBUTABLE TO WILLIS TOWERS WATSON $ (54 ) $ (42 ) $ (283 ) $ 84 $ 241 $ (54 ) Comprehensive income/(loss) before non-controlling interests $ 46 $ 62 $ (215 ) $ (4 ) $ 145 $ 34 Comprehensive loss attributable to non-controlling interest — — — 12 — 12 Comprehensive income/(loss) attributable to Willis Towers Watson $ 46 $ 62 $ (215 ) $ 8 $ 145 $ 46 Unaudited Condensed Consolidating Statement of Comprehensive Income Three Months Ended September 30, 2016 Willis The Other The Other Consolidating Consolidated Revenues Commissions and fees $ — $ — $ 5 $ 1,756 $ — $ 1,761 Interest and other income — — — 16 — 16 Total revenues — — 5 1,772 — 1,777 Costs of providing services Salaries and benefits — — 14 1,105 — 1,119 Other operating expenses 1 27 10 332 — 370 Depreciation — 1 4 40 — 45 Amortization — — — 157 — 157 Restructuring costs — 7 7 35 — 49 Transaction and integration expenses — 1 5 30 — 36 Total costs of providing services 1 36 40 1,699 — 1,776 (Loss)/income from operations (1 ) (36 ) (35 ) 73 — 1 Income from Group undertakings — (126 ) (61 ) (34 ) 221 — Expenses due to Group undertakings — 13 48 160 (221 ) — Interest expense 8 22 10 5 — 45 Other expense, net — — — 14 — 14 (LOSS)/INCOME FROM OPERATIONS BEFORE INCOME TAXES AND INTEREST IN EARNINGS OF ASSOCIATES (9 ) 55 (32 ) (72 ) — (58 ) Benefit from income taxes — (9 ) (10 ) (7 ) — (26 ) (LOSS)/INCOME FROM OPERATIONS BEFORE INTEREST IN EARNINGS OF ASSOCIATES (9 ) 64 (22 ) (65 ) — (32 ) Interest in earnings of associates, net of tax — — — 1 — 1 Equity account for subsidiaries (23 ) (82 ) (29 ) — 134 — NET LOSS (32 ) (18 ) (51 ) (64 ) 134 (31 ) Income attributable to non-controlling interests — — — (1 ) — (1 ) NET LOSS ATTRIBUTABLE TO WILLIS TOWERS WATSON $ (32 ) $ (18 ) $ (51 ) $ (65 ) $ 134 $ (32 ) Comprehensive loss before non-controlling interests $ (72 ) $ (58 ) $ (77 ) $ (91 ) $ 225 $ (73 ) Comprehensive loss attributable to non-controlling interest — — — 1 — 1 Comprehensive loss attributable to Willis Towers Watson $ (72 ) $ (58 ) $ (77 ) $ (90 ) $ 225 $ (72 ) Unaudited Condensed Consolidating Statement of Comprehensive Income Nine Months Ended September 30, 2017 Willis The Other The Other Consolidating Consolidated Revenues Commissions and fees $ — $ — $ 14 $ 6,051 $ — $ 6,065 Interest and other income — — — 59 — 59 Total revenues — — 14 6,110 — 6,124 Costs of providing services Salaries and benefits 4 — 40 3,440 — 3,484 Other operating expenses 2 74 16 1,066 — 1,158 Depreciation — 5 — 146 — 151 Amortization — 3 — 441 (3 ) 441 Restructuring costs — 5 1 79 — 85 Transaction and integration expenses — 32 6 139 — 177 Total costs of providing services 6 119 63 5,311 (3 ) 5,496 (Loss)/income from operations (6 ) (119 ) (49 ) 799 3 628 Income from Group undertakings — (402 ) (160 ) (112 ) 674 — Expenses due to Group undertakings — 52 144 478 (674 ) — Interest expense 23 75 25 16 — 139 Other (income)/expense, net — (48 ) — (70 ) 197 79 (LOSS)/INCOME FROM OPERATIONS BEFORE INCOME TAXES AND INTEREST IN EARNINGS OF ASSOCIATES (29 ) 204 (58 ) 487 (194 ) 410 (Benefit from)/provision for income taxes (2 ) 19 (7 ) 63 — 73 (LOSS)/INCOME FROM OPERATIONS BEFORE INTEREST IN EARNINGS OF ASSOCIATES (27 ) 185 (51 ) 424 (194 ) 337 Interest in earnings of associates, net of tax — — — 2 — 2 Equity account for subsidiaries 350 158 (23 ) — (485 ) — NET INCOME/(LOSS) 323 343 (74 ) 426 (679 ) 339 Income attributable to non-controlling interests — — — (16 ) — (16 ) NET INCOME/(LOSS) ATTRIBUTABLE TO WILLIS TOWERS WATSON $ 323 $ 343 $ (74 ) $ 410 $ (679 ) $ 323 Comprehensive income before non-controlling interests $ 531 $ 552 $ 68 $ 434 $ (1,039 ) $ 546 Comprehensive income attributable to non-controlling interests — — — (15 ) — (15 ) Comprehensive income attributable to Willis Towers Watson $ 531 $ 552 $ 68 $ 419 $ (1,039 ) $ 531 Unaudited Condensed Consolidating Statement of Comprehensive Income Nine Months Ended September 30, 2016 Willis The Other The Other Consolidating Consolidated Revenues Commissions and fees $ — $ — $ 16 $ 5,858 $ — $ 5,874 Interest and other income — 1 — 85 — 86 Total revenues — 1 16 5,943 — 5,960 Costs of providing services Salaries and benefits 1 1 38 3,479 — 3,519 Other operating expenses 4 84 82 1,001 — 1,171 Depreciation — 3 11 118 — 132 Amortization — — — 443 — 443 Restructuring costs — 18 23 74 — 115 Transaction and integration expenses — 13 15 89 — 117 Total costs of providing services 5 119 169 5,204 — 5,497 (Loss)/income from operations (5 ) (118 ) (153 ) 739 — 463 Income from Group undertakings — (367 ) (177 ) (104 ) 648 — Expenses due to Group undertakings — 53 134 461 (648 ) — Interest expense 25 65 29 19 — 138 Other expense/(income), net 1 (2 ) — 27 — 26 (LOSS)/INCOME FROM OPERATIONS BEFORE INCOME TAXES AND INTEREST IN EARNINGS OF ASSOCIATES (31 ) 133 (139 ) 336 — 299 (Benefit from)/provision for income taxes — (32 ) (41 ) 84 — 11 (LOSS)/INCOME FROM OPERATIONS BEFORE INTEREST IN EARNINGS OF ASSOCIATES (31 ) 165 (98 ) 252 — 288 Interest in earnings of associates, net of tax — — — 2 — 2 Equity account for subsidiaries 309 124 92 — (525 ) — NET INCOME/(LOSS) 278 289 (6 ) 254 (525 ) 290 Income attributable to non-controlling interests — — — (12 ) — (12 ) NET INCOME/(LOSS) ATTRIBUTABLE TO WILLIS TOWERS WATSON $ 278 $ 289 $ (6 ) $ 242 $ (525 ) $ 278 Comprehensive income/(loss) before non-controlling interests $ 94 $ 104 $ (107 ) $ 88 $ (83 ) $ 96 Comprehensive income attributable to non-controlling interest — — — (2 ) — (2 ) Comprehensive income/(loss) attributable to Willis Towers Watson $ 94 $ 104 $ (107 ) $ 86 $ (83 ) $ 94 Unaudited Condensed Consolidating Statement of Comprehensive Income Three Months Ended September 30, 2017 Willis The Other Consolidating Consolidated Revenues Commissions and fees $ — $ 3 $ 1,829 $ — $ 1,832 Interest and other income — — 20 — 20 Total revenues — 3 1,849 — 1,852 Costs of providing services Salaries and benefits 2 20 1,123 — 1,145 Other operating expenses — 36 330 366 Depreciation — 2 52 — 54 Amortization — 1 143 (3 ) 141 Restructuring costs — 2 29 — 31 Transaction and integration expenses — 6 68 — 74 Total costs of providing services 2 67 1,745 (3 ) 1,811 (Loss)/income from operations (2 ) (64 ) 104 3 41 Income from Group undertakings — (155 ) (39 ) 194 — Expenses due to Group undertakings — 34 160 (194 ) — Interest expense 8 34 5 — 47 Other (income)/expense, net — (48 ) (120 ) 197 29 (LOSS)/INCOME FROM OPERATIONS BEFORE INCOME TAXES AND INTEREST IN EARNINGS OF ASSOCIATES (10 ) 71 98 (194 ) (35 ) (Benefit from)/provision for income taxes (1 ) 6 14 — 19 (LOSS)/INCOME FROM OPERATIONS BEFORE INTEREST IN EARNINGS OF ASSOCIATES (9 ) 65 84 (194 ) (54 ) Interest in earnings of associates, net of tax — — — — — Equity account for subsidiaries (45 ) (107 ) — 152 — NET (LOSS)/INCOME (54 ) (42 ) 84 (42 ) (54 ) Income attributable to non-controlling interests — — — — — NET (LOSS)/INCOME ATTRIBUTABLE TO WILLIS TOWERS WATSON $ (54 ) $ (42 ) $ 84 $ (42 ) $ (54 ) Comprehensive income before non-controlling interests $ 46 $ 62 $ (4 ) $ (70 ) $ 34 Comprehensive loss attributable to non-controlling interests — — 12 — 12 Comprehensive income attributable to Willis Towers Watson $ 46 $ 62 $ 8 $ (70 ) $ 46 Unaudited Condensed Consolidating Statement of Comprehensive Income Three Months Ended September 30, 2016 Willis The Other Consolidating Consolidated Revenues Commissions and fees $ — $ 5 $ 1,756 $ — $ 1,761 Interest and other income — — 16 — 16 Total revenues — 5 1,772 — 1,777 Costs of providing services Salaries and benefits — 14 1,105 — 1,119 Other operating expenses 1 37 332 — 370 Depreciation — 5 40 — 45 Amortization — — 157 — 157 Restructuring costs — 14 35 — 49 Transaction and integration expenses — 6 30 — 36 Total costs of providing services 1 76 1,699 — 1,776 (Loss)/income from operations (1 ) (71 ) 73 — 1 Income from Group undertakings — (159 ) (34 ) 193 — Expenses due to Group undertakings — 33 160 (193 ) — Interest expense 8 32 5 — 45 Other expense, net — — 14 — 14 (LOSS)/INCOME FROM OPERATIONS BEFORE INCOME TAXES AND INTEREST IN EARNINGS OF ASSOCIATES (9 ) 23 (72 ) — (58 ) Benefit from income taxes — (19 ) (7 ) — (26 ) (LOSS)/INCOME FROM OPERATIONS BEFORE INTEREST IN EARNINGS OF ASSOCIATES (9 ) 42 (65 ) — (32 ) Interest in earnings of associates, net of tax — — 1 — 1 Equity account for subsidiaries (23 ) (60 ) — 83 — NET LOSS (32 ) (18 ) (64 ) 83 (31 ) Income attributable to non-controlling interests — — (1 ) — (1 ) NET LOSS ATTRIBUTABLE TO WILLIS TOWERS WATSON $ (32 ) $ (18 ) $ (65 ) $ 83 $ (32 ) Comprehensive loss before non-controlling interests $ (72 ) $ (58 ) $ (91 ) $ 148 $ (73 ) Comprehensive loss attributable to non-controlling interests — — 1 — 1 Comprehensive loss attributable to Willis Towers Watson $ (72 ) $ (58 ) $ (90 ) $ 148 $ (72 ) Unaudited Condensed Consolidating Statement of Comprehensive Income Nine Months Ended September 30, 2017 Willis The Other Consolidating Consolidated Revenues Commissions and fees $ — $ 14 $ 6,051 $ — $ 6,065 Interest and other income — — 59 — 59 Total revenues — 14 6,110 — 6,124 Costs of providing services Salaries and benefits 4 40 3,440 — 3,484 Other operating expenses 2 90 1,066 — 1,158 Depreciation — 5 146 — 151 Amortization — 3 441 (3 ) 441 Restructuring costs — 6 79 — 85 Transaction and integration expenses — 38 139 — 177 Total costs of providing services 6 182 5,311 (3 ) 5,496 (Loss)/income from operations (6 ) (168 ) 799 3 628 Income from Group undertakings — (478 ) (112 ) 590 — Expenses due to Group undertakings — 112 478 (590 ) — Interest expense 23 100 16 — 139 Other (income)/expense, net — (48 ) (70 ) 197 79 (LOSS)/INCOME FROM OPERATIONS BEFORE INCOME TAXES AND INTEREST IN EARNINGS OF ASSOCIATES (29 ) 146 487 (194 ) 410 (Benefit from)/provision for income taxes (2 ) 12 63 — 73 (LOSS)/INCOME FROM OPERATIONS BEFORE INTEREST IN EARNINGS OF ASSOCIATES (27 ) 134 424 (194 ) 337 Interest in earnings of associates, net of tax — — 2 — 2 Equity account for subsidiaries 350 209 — (559 ) — NET INCOME 323 343 426 (753 ) 339 Income attributable to non-controlling interests — — (16 ) — (16 ) NET INCOME ATTRIBUTABLE TO WILLIS TOWERS WATSON $ 323 $ 343 $ 410 $ (753 ) $ 323 Comprehensive income before non-controlling interests $ 531 $ 552 $ 434 $ (971 ) $ 546 Comprehensive income attributable to non-controlling interests — — (15 ) — (15 ) Comprehensive income attributable to Willis Towers Watson $ 531 $ 552 $ 419 $ (971 ) $ 531 Unaudited Condensed Consolidating Statement of Comprehensive Income Nine Months Ended September 30, 2016 Willis The Other Consolidating Consolidated Revenues Commissions and fees $ — $ 16 $ 5,858 $ — $ 5,874 Interest and other income — 1 85 — 86 Total revenues — 17 5,943 — 5,960 Costs of providing services Salaries and benefits 1 39 3,479 — 3,519 Other operating expenses 4 166 1,001 — 1,171 Depreciation — 14 118 — 132 Amortization — — 443 — 443 Restructuring costs — 41 74 — 115 Transaction and integration expenses — 28 89 — 117 Total costs of providing services 5 288 5,204 — 5,497 (Loss)/income from operations (5 ) (271 ) 739 — 463 Income from Group undertakings — (461 ) (104 ) 565 — Expenses due to Group undertakings — 104 461 (565 ) — Interest expense 25 94 19 — 138 Other expense/(income), net 1 (2 ) 27 — 26 (LOSS)/INCOME FROM OPERATIONS BEFORE INCOME TAXES AND INTEREST IN EARNINGS OF ASSOCIATES (31 ) (6 ) 336 — 299 (Benefit from)/provision for income taxes — (73 ) 84 — 11 (LOSS)/INCOME FROM OPERATIONS BEFORE INTEREST IN EARNINGS OF ASSOCIATES (31 ) 67 252 — 288 Interest in earnings of associates, net of tax — — 2 — 2 Equity account for subsidiaries 309 222 — (531 ) — NET INCOME 278 289 254 (531 ) 290 Income attributable to non-controlling interests — — (12 ) — (12 ) NET INCOME ATTRIBUTABLE TO WILLIS TOWERS WATSON $ 278 $ 289 $ 242 $ (531 ) $ 278 Comprehensive income before non-controlling interests $ 94 $ 104 $ 88 $ (190 ) $ 96 Comprehensive income attributable to non-controlling interests — — (2 ) — (2 ) Comprehensive income attributable to Willis Towers Watson $ 94 $ 104 $ 86 $ (190 ) $ 94 Unaudited Condensed Consolidating Statement of Comprehensive Income Three Months Ended September 30, 2017 Willis The Other The Other Consolidating Consolidated Revenues Commissions and fees $ — $ 3 $ — $ 1,829 $ — $ 1,832 Interest and other income — — — 20 — 20 Total revenues — 3 — 1,849 — 1,852 Costs of providing services Salaries and benefits 2 20 — 1,123 — 1,145 Other operating expenses — 35 1 330 — 366 Depreciation — 2 — 52 — 54 Amortization — 1 — 143 (3 ) 141 Restructuring costs — 2 — 29 — 31 Transaction and integration expenses — 6 — 68 — 74 Total costs of providing services 2 66 1 1,745 (3 ) 1,811 (Loss)/income from operations (2 ) (63 ) (1 ) 104 3 41 Income from Group undertakings — (148 ) (36 ) (39 ) 223 — Expenses due to Group undertakings — 57 6 160 (223 ) — Interest expense 8 9 25 5 — 47 Other (income)/expense, net — (48 ) — (120 ) 197 29 (LOSS)/INCOME FROM OPERATIONS BEFORE INCOME TAXES AND INTEREST IN EARNINGS OF ASSOCIATES (10 ) 67 4 98 (194 ) (35 ) (Benefit from)/provision for income taxes (1 ) 6 — 14 — 19 (LOSS)/INCOME FROM OPERATIONS BEFORE INTEREST IN EARNINGS OF ASSOCIATES (9 ) 61 4 84 (194 ) (54 ) Interest in earnings of associates, net of tax — — — — — — Equity account for subsidiaries (45 ) (103 ) (108 ) — 256 — NET (LOSS)/INCOME (54 ) (42 ) (104 ) 84 62 (54 ) Income attributable to non-controlling interests — — — — — — NET (LOSS)/INCOME ATTRIBUTABLE TO WILLIS TOWERS WATSON $ (54 ) $ (42 ) $ (104 ) $ 84 $ 62 $ (54 ) Comprehensive income before non-controlling interests $ 46 $ 62 $ 2 $ (4 ) $ (72 ) $ 34 Comprehensive loss attributable to non-controlling interests — — — 12 — 12 Comprehensive income attributable to Willis Towers Watson $ 46 $ 62 $ 2 $ 8 $ (72 ) $ 46 Unaudited Condensed Consolidating Statement of Comprehensive Income Three Months Ended September 30, 2016 Willis The Other The Other Consolidating Consolidated Revenues Commissions and fees $ — $ 5 $ — $ 1,756 $ — $ 1,761 Interest and other income — — — 16 — 16 Total revenues — 5 — 1,772 — 1,777 Costs of providing services Salaries and benefits — 14 — 1,105 — 1,119 Other operating expenses 1 37 — 332 — 370 Depreciation — 5 — 40 — 45 Amortization — — — 157 — 157 Restructuring costs — 14 — 35 — 49 Transaction and integration expenses — 6 — 30 — 36 Total costs of providing services 1 76 — 1,699 — 1,776 (Loss)/income from operations (1 ) (71 ) — 73 — 1 Income from Group undertakings — (155 ) (34 ) (34 ) 223 — Expenses due to Group undertakings — 57 6 160 (223 ) — Interest expense 8 10 22 5 — 45 Other expense, net — — — 14 — 14 (LOSS)/INCOME FROM OPERATIONS BEFORE INCOME TAXES AND INTEREST IN EARNINGS OF ASSOCIATES (9 ) 17 6 (72 ) — (58 ) Benefit from income taxes — (19 ) — (7 ) — (26 ) (LOSS)/INCOME FROM OPERATIONS BEFORE INTEREST IN EARNINGS OF ASSOCIATES (9 ) 36 6 (65 ) — (32 ) Interest in earnings of associates, net of tax — — — 1 — 1 Equity account for subsidiaries (23 ) (54 ) (55 ) — 132 — NET LOSS (32 ) (18 ) (49 ) (64 ) 132 (31 ) Income attributable to non-controlling interests — — — (1 ) — (1 ) NET LOSS ATTRIBUTABLE TO WILLIS TOWERS WATSON $ (32 ) $ (18 ) $ (49 ) $ (65 ) $ 132 $ (32 ) Comprehensive loss before non-controlling interests $ (72 ) $ (58 ) $ (59 ) $ (91 ) $ 207 $ (73 ) Comprehensive loss attributable to non-controlling interests — — — 1 — 1 Comprehensive loss attributable to Willis Towers Watson $ (72 ) $ (58 ) $ (59 ) $ (90 ) $ 207 $ (72 ) Unaudited Condensed Consolidating Statement of Comprehensive Income Nine Months Ended September 30, 2017 Willis The Other The Other Consolidating Consolidated Revenues Commissions and fees $ — $ 14 $ — $ 6,051 $ — $ 6,065 Interest and other income — — — 59 — 59 Total revenues — 14 — 6,110 — 6,124 Costs of providing services Salaries and benefits 4 40 — 3,440 — 3,484 Other operating expenses 2 89 1 1,066 — 1,158 Depreciation — 5 — 146 — 151 Amortization — 3 — 441 (3 ) 441 Restructuring costs — 6 — 79 — 85 Transaction and integration expenses — 38 — 139 — 177 Total costs of providing services 6 181 1 5,311 (3 ) 5,496 (Loss)/income from operations (6 ) (167 ) (1 ) 799 3 628 Income from Group undertakings — (457 ) (108 ) (112 ) 677 — Expenses due to Group undertakings — 180 19 478 (677 ) — Interest expense 23 24 76 16 — 139 Other (income)/expense, net — (48 ) — (70 ) 197 79 (LOSS)/INCOME FROM OPERATIONS BEFORE INCOME TAXES AND INTEREST IN EARNINGS OF ASSOCIATES (29 ) 134 12 487 (194 ) 410 (Benefit from)/provision for income taxes (2 ) 11 1 63 — 73 (LOSS)/INCOME FROM OPERATIONS BEFORE INTEREST IN EARNINGS OF ASSOCIATES (27 ) 123 11 424 (194 ) 337 Interest in earnings of associates, net of tax — — — 2 — 2 Equity account for subsidiaries 350 220 117 — (687 ) — NET INCOME 323 343 128 426 (881 ) 339 Income attributable to non-controlling interests — — — (16 ) — (16 ) NET INCOME ATTRIBUTABLE TO WILLIS TOWERS WATSON $ 323 $ 343 $ 128 $ 410 $ (881 ) $ 323 Comprehensive income before non-controlling interests $ 531 $ 552 $ 336 $ 434 $ (1,307 ) $ 546 Comprehensive income attributable to non-controlling interests — — — (15 ) — (15 ) Comprehensive income attributable to Willis Towers Watson $ 531 $ 552 $ 336 $ 419 $ (1,307 ) $ 531 Unaudited Condensed Consolidating Statement of Comprehensive Income Nine Months Ended September 30, 2016 Willis The Other The Other Consolidating Consolidated Revenues Commissions and fees $ — $ 16 $ — $ 5,858 $ — $ 5,874 Interest and other income — 1 — 85 — 86 Total revenues — 17 — 5,943 — 5,960 Costs of providing services Salaries and benefits 1 39 — 3,479 — 3,519 Other operating expenses 4 166 — 1,001 — 1,171 Depreciation — 14 — 118 — 132 Amortization — — — 443 — 443 Restructuring costs — 41 — 74 — 115 Transaction and integration expenses — 28 — 89 — 117 Total costs of providing services 5 288 — 5,204 — 5,497 (Loss)/income from operations (5 ) (271 ) — 739 — 463 Income from Group undertakings — (451 ) (98 ) (104 ) 653 — Expenses due to Group undertakings — 173 19 461 (653 ) — Interest expense 25 28 66 19 — 138 Other expense/(income), net 1 (2 ) — 27 — 26 (LOSS)/INCOME FROM OPERATIONS BEFORE INCOME TAXES AND INTEREST IN EARNINGS OF ASSOCIATES (31 ) (19 ) 13 336 — 299 (Benefit from)/provision for income taxes — (74 ) 1 84 — 11 (LOSS)/INCOME FROM OPERATIONS BEFORE INTEREST IN EARNINGS OF ASSOCIATES (31 ) 55 12 252 — 288 Interest in earnings of associates, net of tax — — — 2 — 2 Equity account for subsidiaries 309 234 57 — (600 ) — NET INCOME 278 289 69 254 (600 ) 290 Income attributable to non-controlling interests — — — (12 ) — (12 ) NET INCOME ATTRIBUTABLE TO WILLIS TOWERS WATSON $ 278 $ 289 $ 69 $ 242 $ (600 ) $ 278 Comprehensive income/(loss) before non-controlling interests $ 94 $ 104 $ (3 ) $ 88 $ (187 ) $ 96 Comprehensive income attributable to non-controlling interests — — — (2 ) — (2 ) Comprehensive income/(loss) attributable to Willis Towers Watson $ 94 $ 104 $ (3 ) $ 86 $ (187 ) $ 94 |
Unaudited Condensed Consolidated Balance Sheet | Unaudited Condensed Consolidating Balance Sheet As of September 30, 2017 Willis The Other The Other Consolidating Consolidated ASSETS Cash and cash equivalents $ — $ 5 $ — $ 907 $ — $ 912 Fiduciary assets — — — 12,206 — 12,206 Accounts receivable, net — — 5 2,150 — 2,155 Prepaid and other current assets 2 26 143 298 (51 ) 418 Amounts due from group undertakings 6,131 1,478 1,360 2,576 (11,545 ) — Total current assets 6,133 1,509 1,508 18,137 (11,596 ) 15,691 Investments in subsidiaries 4,357 8,895 6,209 — (19,461 ) — Fixed assets, net — 35 — 902 — 937 Goodwill — — — 10,529 — 10,529 Other intangible assets, net — 61 — 4,034 (61 ) 4,034 Pension benefits assets — — — 649 — 649 Other non-current assets — 14 246 373 (201 ) 432 Non-current amounts due from group undertakings — 4,918 861 48 (5,827 ) — Total non-current assets 4,357 13,923 7,316 16,535 (25,550 ) 16,581 TOTAL ASSETS $ 10,490 $ 15,432 $ 8,824 $ 34,672 $ (37,146 ) $ 32,272 LIABILITIES AND EQUITY Fiduciary liabilities $ — $ — $ — $ 12,206 $ — $ 12,206 Deferred revenue and accrued expenses 1 9 82 1,380 — 1,472 Short-term debt and current portion of long-term debt — — — 85 — 85 Other current liabilities 78 43 117 546 9 793 Amounts due to group undertakings — 7,537 2,402 1,607 (11,546 ) — Total current liabilities 79 7,589 2,601 15,824 (11,537 ) 14,556 Long-term debt 496 2,945 946 106 — 4,493 Liability for pension benefits — — — 1,207 — 1,207 Deferred tax liabilities — — — 1,057 (201 ) 856 Provision for liabilities — — 120 483 — 603 Other non-current liabilities — 7 59 410 — 476 Non-current amounts due to group undertakings — — 519 5,308 (5,827 ) — Total non-current liabilities 496 2,952 1,644 8,571 (6,028 ) 7,635 TOTAL LIABILITIES 575 10,541 4,245 24,395 (17,565 ) 22,191 REDEEMABLE NON-CONTROLLING INTEREST — — — 55 — 55 EQUITY Total Willis Towers Watson shareholders’ equity 9,915 4,891 4,579 10,111 (19,581 ) 9,915 Non-controlling interests — — — 111 — 111 Total equity 9,915 4,891 4,579 10,222 (19,581 ) 10,026 TOTAL LIABILITIES AND EQUITY $ 10,490 $ 15,432 $ 8,824 $ 34,672 $ (37,146 ) $ 32,272 Unaudited Condensed Consolidating Balance Sheet As of December 31, 2016 Willis The Other The Other Consolidating Consolidated ASSETS Cash and cash equivalents $ — $ — $ — $ 870 $ — $ 870 Fiduciary assets — — — 10,505 — 10,505 Accounts receivable, net — — 7 2,073 — 2,080 Prepaid and other current assets — 49 23 324 (59 ) 337 Amounts due from group undertakings 7,229 1,706 1,190 2,370 (12,495 ) — Total current assets 7,229 1,755 1,220 16,142 (12,554 ) 13,792 Investments in subsidiaries 3,409 7,733 5,480 — (16,622 ) — Fixed assets, net — 34 — 805 — 839 Goodwill — — — 10,413 — 10,413 Other intangible assets, net — 64 — 4,368 (64 ) 4,368 Pension benefits assets — — — 488 — 488 Other non-current assets — 10 80 310 (47 ) 353 Non-current amounts due from group undertakings — 4,655 836 — (5,491 ) — Total non-current assets 3,409 12,496 6,396 16,384 (22,224 ) 16,461 TOTAL ASSETS $ 10,638 $ 14,251 $ 7,616 $ 32,526 $ (34,778 ) $ 30,253 LIABILITIES AND EQUITY Fiduciary liabilities $ — $ — $ — $ 10,505 $ — $ 10,505 Deferred revenue and accrued expenses — 15 27 1,488 (49 ) 1,481 Short-term debt and current portion of long-term debt — 22 394 92 — 508 Other current liabilities 77 94 23 684 (2 ) 876 Amounts due to group undertakings — 8,323 2,075 2,097 (12,495 ) — Total current liabilities 77 8,454 2,519 14,866 (12,546 ) 13,370 Long-term debt 496 2,506 186 169 — 3,357 Liability for pension benefits — — — 1,321 — 1,321 Deferred tax liabilities — — — 1,013 (149 ) 864 Provision for liabilities — — 120 455 — 575 Other non-current liabilities — 48 15 483 (14 ) 532 Non-current amounts due to group undertakings — — 518 4,973 (5,491 ) — Total non-current liabilities 496 2,554 839 8,414 (5,654 ) 6,649 TOTAL LIABILITIES 573 11,008 3,358 23,280 (18,200 ) 20,019 REDEEMABLE NON-CONTROLLING INTEREST — — — 51 — 51 EQUITY Total Willis Towers Watson shareholders’ equity 10,065 3,243 4,258 9,077 (16,578 ) 10,065 Non-controlling interests — — — 118 — 118 Total equity 10,065 3,243 4,258 9,195 (16,578 ) 10,183 TOTAL LIABILITIES AND EQUITY $ 10,638 $ 14,251 $ 7,616 $ 32,526 $ (34,778 ) $ 30,253 Unaudited Condensed Consolidating Balance Sheet As of September 30, 2017 Willis The Other Consolidating Consolidated ASSETS Cash and cash equivalents $ — $ 5 $ 907 $ — $ 912 Fiduciary assets — — 12,206 — 12,206 Accounts receivable, net — 5 2,150 — 2,155 Prepaid and other current assets 2 169 298 (51 ) 418 Amounts due from group undertakings 6,131 1,728 2,576 (10,435 ) — Total current assets 6,133 1,907 18,137 (10,486 ) 15,691 Investments in subsidiaries 4,357 10,524 — (14,881 ) — Fixed assets, net — 35 902 — 937 Goodwill — — 10,529 — 10,529 Other intangible assets, net — 61 4,034 (61 ) 4,034 Pension benefits assets — — 649 — 649 Other non-current assets — 261 373 (202 ) 432 Non-current amounts due from group undertakings — 5,260 48 (5,308 ) — Total non-current assets 4,357 16,141 16,535 (20,452 ) 16,581 TOTAL ASSETS $ 10,490 $ 18,048 $ 34,672 $ (30,938 ) $ 32,272 LIABILITIES AND EQUITY Fiduciary liabilities $ — $ — $ 12,206 $ — $ 12,206 Deferred revenue and accrued expenses 1 91 1,380 — 1,472 Short-term debt and current portion of long-term debt — — 85 — 85 Other current liabilities 78 160 546 9 793 Amounts due to group undertakings — 8,829 1,607 (10,436 ) — Total current liabilities 79 9,080 15,824 (10,427 ) 14,556 Long-term debt 496 3,891 106 — 4,493 Liability for pension benefits — — 1,207 — 1,207 Deferred tax liabilities — — 1,057 (201 ) 856 Provision for liabilities — 120 483 — 603 Other non-current liabilities — 66 410 — 476 Non-current amounts due to group undertakings — — 5,308 (5,308 ) — Total non-current liabilities 496 4,077 8,571 (5,509 ) 7,635 TOTAL LIABILITIES 575 13,157 24,395 (15,936 ) 22,191 REDEEMABLE NON-CONTROLLING INTEREST — — 55 — 55 EQUITY Total Willis Towers Watson shareholders’ equity 9,915 4,891 10,111 (15,002 ) 9,915 Non-controlling interests — — 111 — 111 Total equity 9,915 4,891 10,222 (15,002 ) 10,026 TOTAL LIABILITIES AND EQUITY $ 10,490 $ 18,048 $ 34,672 $ (30,938 ) $ 32,272 Unaudited Condensed Consolidating Balance Sheet As of December 31, 2016 Willis Towers Watson — the Parent Issuer The Guarantors Other Consolidating adjustments Consolidated ASSETS Cash and cash equivalents $ — $ — $ 870 $ — $ 870 Fiduciary assets — — 10,505 — 10,505 Accounts receivable, net — 7 2,073 — 2,080 Prepaid and other current assets — 72 324 (59 ) 337 Amounts due from group undertakings 7,229 1,648 2,370 (11,247 ) — Total current assets 7,229 1,727 16,142 (11,306 ) 13,792 Investments in subsidiaries 3,409 8,955 — (12,364 ) — Fixed assets, net — 34 805 — 839 Goodwill — — 10,413 — 10,413 Other intangible assets, net — 64 4,368 (64 ) 4,368 Pension benefits assets — — 488 — 488 Other non-current assets — 90 310 (47 ) 353 Non-current amounts due from group undertakings — 4,973 — (4,973 ) — Total non-current assets 3,409 14,116 16,384 (17,448 ) 16,461 TOTAL ASSETS $ 10,638 $ 15,843 $ 32,526 $ (28,754 ) $ 30,253 LIABILITIES AND EQUITY Fiduciary liabilities $ — $ — $ 10,505 $ — $ 10,505 Deferred revenue and accrued expenses — 42 1,488 (49 ) 1,481 Short-term debt and current portion of long-term debt — 416 92 — 508 Other current liabilities 77 117 684 (2 ) 876 Amounts due to group undertakings — 9,150 2,097 (11,247 ) — Total current liabilities 77 9,725 14,866 (11,298 ) 13,370 Long-term debt 496 2,692 169 — 3,357 Liability for pension benefits — — 1,321 — 1,321 Deferred tax liabilities — — 1,013 (149 ) 864 Provision for liabilities — 120 455 — 575 Other non-current liabilities — 63 483 (14 ) 532 Non-current amounts due to group undertakings — — 4,973 (4,973 ) — Total non-current liabilities 496 2,875 8,414 (5,136 ) 6,649 TOTAL LIABILITIES 573 12,600 23,280 (16,434 ) 20,019 REDEEMABLE NON-CONTROLLING INTEREST — — 51 — 51 EQUITY Total Willis Towers Watson shareholders’ equity 10,065 3,243 9,077 (12,320 ) 10,065 Non-controlling interests — — 118 — 118 Total equity 10,065 3,243 9,195 (12,320 ) 10,183 TOTAL LIABILITIES AND EQUITY $ 10,638 $ 15,843 $ 32,526 $ (28,754 ) $ 30,253 Unaudited Condensed Consolidating Balance Sheet As of September 30, 2017 Willis The Other The Other Consolidating Consolidated ASSETS Cash and cash equivalents $ — $ 5 $ — $ 907 $ — $ 912 Fiduciary assets — — — 12,206 — 12,206 Accounts receivable, net — 5 — 2,150 — 2,155 Prepaid and other current assets 2 172 1 298 (55 ) 418 Amounts due from group undertakings 6,131 1,449 1,655 2,576 (11,811 ) — Total current assets 6,133 1,631 1,656 18,137 (11,866 ) 15,691 Investments in subsidiaries 4,357 10,112 2,143 — (16,612 ) — Fixed assets, net — 35 — 902 — 937 Goodwill — — — 10,529 — 10,529 Other intangible assets, net — 61 — 4,034 (61 ) 4,034 Pension benefits assets — — — 649 — 649 Other non-current assets — 259 1 373 (201 ) 432 Non-current amounts due from group undertakings — 4,461 1,318 48 (5,827 ) — Total non-current assets 4,357 14,928 3,462 16,535 (22,701 ) 16,581 TOTAL ASSETS $ 10,490 $ 16,559 $ 5,118 $ 34,672 $ (34,567 ) $ 32,272 LIABILITIES AND EQUITY Fiduciary liabilities $ — $ — $ — $ 12,206 $ — $ 12,206 Deferred revenue and accrued expenses 1 91 — 1,380 — 1,472 Short-term debt and current portion of long-term debt — — — 85 — 85 Other current liabilities 78 150 14 546 5 793 Amounts due to group undertakings — 9,775 7 1,607 (11,389 ) — Total current liabilities 79 10,016 21 15,824 (11,384 ) 14,556 Long-term debt 496 946 2,945 106 — 4,493 Liability for pension benefits — — — 1,207 — 1,207 Deferred tax liabilities — — — 1,057 (201 ) 856 Provision for liabilities — 120 — 483 — 603 Other non-current liabilities — 66 — 410 — 476 Non-current amounts due to group undertakings — 519 423 5,308 (6,250 ) — Total non-current liabilities 496 1,651 3,368 8,571 (6,451 ) 7,635 TOTAL LIABILITIES 575 11,667 3,389 24,395 (17,835 ) 22,191 REDEEMABLE NON-CONTROLLING INTEREST — — — 55 — 55 EQUITY Total Willis Towers Watson shareholders’ equity 9,915 4,892 1,729 10,111 (16,732 ) 9,915 Non-controlling interests — — — 111 — 111 Total equity 9,915 4,892 1,729 10,222 (16,732 ) 10,026 TOTAL LIABILITIES AND EQUITY $ 10,490 $ 16,559 $ 5,118 $ 34,672 $ (34,567 ) $ 32,272 Unaudited Condensed Consolidating Balance Sheet As of December 31, 2016 Willis The Other The Other Consolidating Consolidated ASSETS Cash and cash equivalents $ — $ — $ — $ 870 $ — $ 870 Fiduciary assets — — — 10,505 — 10,505 Accounts receivable, net — 7 — 2,073 — 2,080 Prepaid and other current assets — 74 1 324 (62 ) 337 Amounts due from group undertakings 7,229 849 1,595 2,370 (12,043 ) — Total current assets 7,229 930 1,596 16,142 (12,105 ) 13,792 Investments in subsidiaries 3,409 8,621 7,309 — (19,339 ) — Fixed assets, net — 34 — 805 — 839 Goodwill — — — 10,413 — 10,413 Other intangible assets, net — 64 — 4,368 (64 ) 4,368 Pension benefits assets — — — 488 — 488 Other non-current assets — 90 — 310 (47 ) 353 Non-current amounts due from group undertakings — 4,859 1,055 — (5,914 ) — Total non-current assets 3,409 13,668 8,364 16,384 (25,364 ) 16,461 TOTAL ASSETS $ 10,638 $ 14,598 $ 9,960 $ 32,526 $ (37,469 ) $ 30,253 LIABILITIES AND EQUITY Fiduciary liabilities $ — $ — $ — $ 10,505 $ — $ 10,505 Deferred revenue and accrued expenses — 41 1 1,488 (49 ) 1,481 Short-term debt and current portion of long-term debt — 394 22 92 — 508 Other current liabilities 77 87 33 684 (5 ) 876 Amounts due to group undertakings — 9,946 — 2,097 (12,043 ) — Total current liabilities 77 10,468 56 14,866 (12,097 ) 13,370 Long-term debt 496 186 2,506 169 — 3,357 Liability for pension benefits — — — 1,321 — 1,321 Deferred tax liabilities — — — 1,013 (149 ) 864 Provision for liabilities — 120 — 455 — 575 Other non-current liabilities — 63 — 483 (14 ) 532 Non-current amounts due to group undertakings — 518 423 4,973 (5,914 ) — Total non-current liabilities 496 887 2,929 8,414 (6,077 ) 6,649 TOTAL LIABILITIES 573 11,355 2,985 23,280 (18,174 ) 20,019 REDEEMABLE NON-CONTROLLING INTEREST — — — 51 — 51 EQUITY Total Willis Towers Watson shareholders’ equity 10,065 3,243 6,975 9,077 (19,295 ) 10,065 Non-controlling interests — — — 118 — 118 Total equity 10,065 3,243 6,975 9,195 (19,295 ) 10,183 TOTAL LIABILITIES AND EQUITY $ 10,638 $ 14,598 $ 9,960 $ 32,526 $ (37,469 ) $ 30,253 |
Unaudited Condensed Consolidated Statement of Cash Flows | Unaudited Condensed Consolidating Statement of Cash Flows Nine Months Ended September 30, 2017 Willis The Other The Other Consolidating Consolidated NET CASH FROM/(USED IN) OPERATING ACTIVITIES $ 525 $ (498 ) $ (99 ) $ 774 $ (187 ) $ 515 CASH FLOWS FROM/(USED IN) INVESTING ACTIVITIES Additions to fixed assets and software for internal use — (6 ) — (192 ) — (198 ) Capitalized software costs — — — (52 ) — (52 ) Acquisitions of operations, net of cash acquired — — — (13 ) — (13 ) Other, net — — — 1 — 1 Proceeds from intercompany investing activities 1,102 336 10 223 (1,671 ) — Repayments of intercompany investing activities — (195 ) — (311 ) 506 — Reduction in investment in subsidiaries — 1,148 — 59 (1,207 ) — Additional investment in subsidiaries (1,000 ) (207 ) — — 1,207 — Net cash from/(used in) investing activities $ 102 $ 1,076 $ 10 $ (285 ) $ (1,165 ) $ (262 ) CASH FLOWS USED IN FINANCING ACTIVITIES Net borrowings on revolving credit facility — 560 115 — — 675 Senior notes issued — — 650 — — 650 Proceeds from issuance of other debt — — — 32 — 32 Debt issuance costs — (4 ) (5 ) — — (9 ) Repayments of debt — (219 ) (400 ) (95 ) — (714 ) Repurchase of shares (462 ) — — — — (462 ) Proceeds from issuance of shares 44 — — — — 44 Payments related to share cancellation — — — (177 ) — (177 ) Payments of deferred and contingent consideration related to acquisitions — — — (43 ) — (43 ) Cash paid for employee taxes on withholding shares — — — (14 ) — (14 ) Dividends paid (209 ) — (58 ) (129 ) 187 (209 ) Acquisitions of and dividends paid to non-controlling interests — — — (19 ) — (19 ) Proceeds from intercompany financing activities — 163 148 195 (506 ) — Repayments of intercompany financing activities — (1,073 ) (361 ) (237 ) 1,671 — Net cash (used in)/from financing activities $ (627 ) $ (573 ) $ 89 $ (487 ) $ 1,352 $ (246 ) INCREASE IN CASH AND CASH EQUIVALENTS — 5 — 2 — 7 Effect of exchange rate changes on cash and cash equivalents — — — 35 — 35 CASH AND CASH EQUIVALENTS, BEGINNING OF PERIOD — — — 870 — 870 CASH AND CASH EQUIVALENTS, END OF PERIOD $ — $ 5 $ — $ 907 $ — $ 912 Unaudited Condensed Consolidating Statement of Cash Flows Nine Months Ended September 30, 2016 Willis The Other The Other Consolidating Consolidated NET CASH FROM/(USED IN) OPERATING ACTIVITIES $ 6 $ (130 ) $ (175 ) $ 989 $ (69 ) $ 621 CASH FLOWS FROM/(USED IN) INVESTING ACTIVITIES Additions to fixed assets and software for internal use — (76 ) (8 ) (131 ) 64 (151 ) Capitalized software costs — — — (64 ) — (64 ) Acquisitions of operations, net of cash acquired — — — 476 — 476 Other, net — — 1 16 5 22 Proceeds from intercompany investing activities 47 47 — 18 (112 ) — Repayments of intercompany investing activities (4,015 ) (3,953 ) — (805 ) 8,773 — Reduction in investment in subsidiaries 4,600 3,600 — — (8,200 ) — Additional investment in subsidiaries — (4,600 ) — (3,600 ) 8,200 — Net cash from/(used in) investing activities $ 632 $ (4,982 ) $ (7 ) $ (4,090 ) $ 8,730 $ 283 CASH FLOWS (USED IN)/FROM FINANCING ACTIVITIES Net payments on revolving credit facility — (389 ) — — — (389 ) Senior notes issued — 1,606 — — — 1,606 Proceeds from issuance of other debt — 400 — 4 — 404 Debt issuance costs — (14 ) — — — (14 ) Repayments of debt (300 ) (1,032 ) — (529 ) — (1,861 ) Repurchase of shares (222 ) — — — — (222 ) Proceeds from issuance of shares 44 — — — — 44 Payments of deferred and contingent consideration related to acquisitions — — — (64 ) — (64 ) Dividends paid (133 ) — — — — (133 ) Cash paid for employee taxes on withholding shares — — — (13 ) — (13 ) Acquisitions of and dividends paid to non-controlling interests — — — (17 ) — (17 ) Proceeds from intercompany financing activities — 4,557 199 4,017 (8,773 ) — Repayments of intercompany financing activities (30 ) (18 ) (17 ) (47 ) 112 — Net cash (used in)/from financing activities $ (641 ) $ 5,110 $ 182 $ 3,351 $ (8,661 ) $ (659 ) (DECREASE)/INCREASE IN CASH AND CASH EQUIVALENTS (3 ) (2 ) — 250 — 245 Effect of exchange rate changes on cash and cash equivalents — — — (10 ) — (10 ) CASH AND CASH EQUIVALENTS, BEGINNING OF PERIOD 3 2 — 527 — 532 CASH AND CASH EQUIVALENTS, END OF PERIOD $ — $ — $ — $ 767 $ — $ 767 Unaudited Condensed Consolidating Statement of Cash Flows Nine Months Ended September 30, 2017 Willis The Other Consolidating Consolidated NET CASH FROM/(USED IN) OPERATING ACTIVITIES $ 525 $ (655 ) $ 774 $ (129 ) $ 515 CASH FLOWS FROM/(USED IN) INVESTING ACTIVITIES Additions to fixed assets and software for internal use — (6 ) (192 ) — (198 ) Capitalized software costs — — (52 ) — (52 ) Acquisitions of operations, net of cash acquired — — (13 ) — (13 ) Other, net — — 1 — 1 Proceeds from intercompany investing activities 1,102 143 223 (1,468 ) — Repayments of intercompany investing activities — (195 ) (311 ) 506 — Reduction in investment in subsidiaries — 1,148 59 (1,207 ) — Additional investment in subsidiaries (1,000 ) (207 ) — 1,207 — Net cash from/(used in) investing activities $ 102 $ 883 $ (285 ) $ (962 ) $ (262 ) CASH FLOWS USED IN FINANCING ACTIVITIES Net borrowings on revolving credit facility — 675 — — 675 Senior notes issued — 650 — — 650 Proceeds from issuance of other debt — — 32 — 32 Debt issuance costs — (9 ) — — (9 ) Repayments of debt — (619 ) (95 ) — (714 ) Repurchase of shares (462 ) — — — (462 ) Proceeds from issuance of shares 44 — — — 44 Payments related to share cancellation — — (177 ) — (177 ) Payments of deferred and contingent consideration related to acquisitions — — (43 ) — (43 ) Cash paid for employee taxes on withholding shares — — (14 ) — (14 ) Dividends paid (209 ) — (129 ) 129 (209 ) Acquisitions of and dividends paid to non-controlling interests — — (19 ) — (19 ) Proceeds from intercompany financing activities — 311 195 (506 ) — Repayments of intercompany financing activities — (1,231 ) (237 ) 1,468 — Net cash used in financing activities $ (627 ) $ (223 ) $ (487 ) $ 1,091 $ (246 ) INCREASE IN CASH AND CASH EQUIVALENTS — 5 2 — 7 Effect of exchange rate changes on cash and cash equivalents — — 35 — 35 CASH AND CASH EQUIVALENTS, BEGINNING OF PERIOD — — 870 — 870 CASH AND CASH EQUIVALENTS, END OF PERIOD $ — $ 5 $ 907 $ — $ 912 Unaudited Condensed Consolidating Statement of Cash Flows Nine Months Ended September 30, 2016 Willis The Other Consolidating Consolidated NET CASH FROM/(USED IN) OPERATING ACTIVITIES $ 6 $ (305 ) $ 989 $ (69 ) $ 621 CASH FLOWS FROM/(USED IN) INVESTING ACTIVITIES Additions to fixed assets and software for internal use — (84 ) (131 ) 64 (151 ) Capitalized software costs — — (64 ) — (64 ) Acquisitions of operations, net of cash acquired — — 476 — 476 Other, net — 1 16 5 22 Proceeds from intercompany investing activities 47 30 18 (95 ) — Repayments of intercompany investing activities (4,015 ) (3,953 ) (805 ) 8,773 — Reduction in investment in subsidiaries 4,600 3,600 — (8,200 ) — Additional investment in subsidiaries — (4,600 ) (3,600 ) 8,200 — Net cash from/(used in) investing activities $ 632 $ (5,006 ) $ (4,090 ) $ 8,747 $ 283 CASH FLOWS (USED IN)/FROM FINANCING ACTIVITIES Net payments on revolving credit facility — (389 ) — — (389 ) Senior notes issued — 1,606 — — 1,606 Proceeds from issuance of other debt — 400 4 — 404 Debt issuance costs — (14 ) — — (14 ) Repayments of debt (300 ) (1,032 ) (529 ) — (1,861 ) Repurchase of shares (222 ) — — — (222 ) Proceeds from issuance of shares 44 — — — 44 Payments of deferred and contingent consideration related to acquisitions — — (64 ) — (64 ) Dividends paid (133 ) — — — (133 ) Cash paid for employee taxes on withholding shares — — (13 ) — (13 ) Acquisitions of and dividends paid to non-controlling interests — — (17 ) — (17 ) Proceeds from intercompany financing activities — 4,756 4,017 (8,773 ) — Repayments of intercompany financing activities (30 ) (18 ) (47 ) 95 — Net cash (used in)/from financing activities $ (641 ) $ 5,309 $ 3,351 $ (8,678 ) $ (659 ) (DECREASE)/INCREASE IN CASH AND CASH EQUIVALENTS (3 ) (2 ) 250 — 245 Effect of exchange rate changes on cash and cash equivalents — — (10 ) — (10 ) CASH AND CASH EQUIVALENTS, BEGINNING OF PERIOD 3 2 527 — 532 CASH AND CASH EQUIVALENTS, END OF PERIOD $ — $ — $ 767 $ — $ 767 Unaudited Condensed Consolidating Statement of Cash Flows Nine Months Ended September 30, 2017 Willis The Other The Other Consolidating Consolidated NET CASH FROM/(USED IN) OPERATING ACTIVITIES $ 525 $ (649 ) $ 50 $ 774 $ (185 ) $ 515 CASH FLOWS FROM/(USED IN) INVESTING ACTIVITIES Additions to fixed assets and software for internal use — (6 ) — (192 ) — (198 ) Capitalized software costs — — — (52 ) — (52 ) Acquisitions of operations, net of cash acquired — — — (13 ) — (13 ) Other, net — — — 1 — 1 Proceeds from intercompany investing activities 1,102 137 212 223 (1,674 ) — Repayments of intercompany investing activities — (48 ) (438 ) (311 ) 797 — Reduction in investment in subsidiaries — 1,148 — 59 (1,207 ) — Additional investment in subsidiaries (1,000 ) (59 ) (148 ) — 1,207 — Net cash from/(used in) investing activities $ 102 $ 1,172 $ (374 ) $ (285 ) $ (877 ) $ (262 ) CASH FLOWS (USED IN)/FROM FINANCING ACTIVITIES Net borrowings on revolving credit facility — 115 560 — — 675 Senior notes issued — 650 — — — 650 Proceeds from issuance of other debt — — — 32 — 32 Debt issuance costs — (5 ) (4 ) — — (9 ) Repayments of debt — (400 ) (219 ) (95 ) — (714 ) Repurchase of shares (462 ) — — — — (462 ) Proceeds from issuance of shares 44 — — — — 44 Payments related to share cancellation — — — (177 ) — (177 ) Payments of deferred and contingent consideration related to acquisitions — — — (43 ) — (43 ) Cash paid for employee taxes on withholding shares — — — (14 ) — (14 ) Dividends paid (209 ) (56 ) — (129 ) 185 (209 ) Acquisitions of and dividends paid to non-controlling interests — — — (19 ) — (19 ) Proceeds from intercompany financing activities — 602 — 195 (797 ) — Repayments of intercompany financing activities — (1,424 ) (13 ) (237 ) 1,674 — Net cash (used in)/from financing activities $ (627 ) $ (518 ) $ 324 $ (487 ) $ 1,062 $ (246 ) INCREASE IN CASH AND CASH EQUIVALENTS — 5 — 2 — 7 Effect of exchange rate changes on cash and cash equivalents — — — 35 — 35 CASH AND CASH EQUIVALENTS, BEGINNING OF PERIOD — — — 870 — 870 CASH AND CASH EQUIVALENTS, END OF PERIOD $ — $ 5 $ — $ 907 $ — $ 912 Unaudited Condensed Consolidating Statement of Cash Flows Nine Months Ended September 30, 2016 Willis The Other The Other Consolidating Consolidated NET CASH FROM/(USED IN) OPERATING ACTIVITIES $ 6 $ (314 ) $ 9 $ 989 $ (69 ) $ 621 CASH FLOWS FROM/(USED IN) INVESTING ACTIVITIES Additions to fixed assets and software for internal use — (84 ) — (131 ) 64 (151 ) Capitalized software costs — — — (64 ) — (64 ) Acquisitions of operations, net of cash acquired — — — 476 — 476 Other, net — 1 — 16 5 22 Proceeds from intercompany investing activities 47 42 17 18 (124 ) — Repayments of intercompany investing activities (4,015 ) (3,386 ) (567 ) (805 ) 8,773 — Reduction in investment subsidiaries 4,600 3,600 — — (8,200 ) — Additional investment in subsidiaries — (4,600 ) — (3,600 ) 8,200 — Net cash from/(used in) investing activities $ 632 $ (4,427 ) $ (550 ) $ (4,090 ) $ 8,718 $ 283 CASH FLOWS (USED IN)/FROM FINANCING ACTIVITIES Net payments on revolving credit facility — — (389 ) — — (389 ) Senior notes issued — — 1,606 — — 1,606 Proceeds from issuance of other debt — — 400 4 — 404 Debt issuance costs — — (14 ) — — (14 ) Repayments of debt (300 ) — (1,032 ) (529 ) — (1,861 ) Repurchase of shares (222 ) — — — — (222 ) Proceeds from issuance of shares 44 — — — — 44 Payments of deferred and contingent consideration related to acquisitions — — — (64 ) — (64 ) Dividends paid (133 ) — — — — (133 ) Cash paid for employee taxes on withholding shares — — — (13 ) — (13 ) Acquisitions of and dividends paid to non-controlling interests — — — (17 ) — (17 ) Proceeds from intercompany financing activities — 4,756 — 4,017 (8,773 ) — Repayments of intercompany financing activities (30 ) (17 ) (30 ) (47 ) 124 — Net cash (used in)/from financing activities $ (641 ) $ 4,739 $ 541 $ 3,351 $ (8,649 ) $ (659 ) (DECREASE)/INCREASE IN CASH AND CASH EQUIVALENTS (3 ) (2 ) — 250 — 245 Effect of exchange rate changes on cash and cash equivalents — — — (10 ) — (10 ) CASH AND CASH EQUIVALENTS, BEGINNING OF PERIOD 3 2 — 527 — 532 CASH AND CASH EQUIVALENTS, END OF PERIOD $ — $ — $ — $ 767 $ — $ 767 |
Financial Information for Iss40
Financial Information for Issuer, Parent Guarantor, Other Guarantor Subsidiaries and Non-Guarantor Subsidiaries (Tables) | 9 Months Ended |
Sep. 30, 2017 | |
Condensed Financial Information of Parent Company Only Disclosure [Abstract] | |
Unaudited Condensed Consolidated Statement of Comprehensive Income | Unaudited Condensed Consolidating Statement of Comprehensive Income Three Months Ended September 30, 2017 Willis The Other The Other Consolidating Consolidated Revenues Commissions and fees $ — $ — $ 3 $ 1,829 $ — $ 1,832 Interest and other income — — — 20 — 20 Total revenues — — 3 1,849 — 1,852 Costs of providing services Salaries and benefits 2 — 20 1,123 — 1,145 Other operating expenses — 30 6 330 — 366 Depreciation — 2 — 52 — 54 Amortization — 1 — 143 (3 ) 141 Restructuring costs — 1 1 29 — 31 Transaction and integration expenses — 2 4 68 — 74 Total costs of providing services 2 36 31 1,745 (3 ) 1,811 (Loss)/income from operations (2 ) (36 ) (28 ) 104 3 41 Income from Group undertakings — (136 ) (46 ) (39 ) 221 — Expenses due to Group undertakings — 13 48 160 (221 ) — Interest expense 8 25 9 5 — 47 Other (income)/expense, net — (48 ) — (120 ) 197 29 (LOSS)/INCOME FROM OPERATIONS BEFORE INCOME TAXES AND INTEREST IN EARNINGS OF ASSOCIATES (10 ) 110 (39 ) 98 (194 ) (35 ) (Benefit from)/provision for income taxes (1 ) 10 (4 ) 14 — 19 (LOSS)/INCOME FROM OPERATIONS BEFORE INTEREST IN EARNINGS OF ASSOCIATES (9 ) 100 (35 ) 84 (194 ) (54 ) Interest in earnings of associates, net of tax — — — — — — Equity account for subsidiaries (45 ) (142 ) (248 ) — 435 — NET (LOSS)/INCOME (54 ) (42 ) (283 ) 84 241 (54 ) Income attributable to non-controlling interests — — — — — — NET (LOSS)/INCOME ATTRIBUTABLE TO WILLIS TOWERS WATSON $ (54 ) $ (42 ) $ (283 ) $ 84 $ 241 $ (54 ) Comprehensive income/(loss) before non-controlling interests $ 46 $ 62 $ (215 ) $ (4 ) $ 145 $ 34 Comprehensive loss attributable to non-controlling interest — — — 12 — 12 Comprehensive income/(loss) attributable to Willis Towers Watson $ 46 $ 62 $ (215 ) $ 8 $ 145 $ 46 Unaudited Condensed Consolidating Statement of Comprehensive Income Three Months Ended September 30, 2016 Willis The Other The Other Consolidating Consolidated Revenues Commissions and fees $ — $ — $ 5 $ 1,756 $ — $ 1,761 Interest and other income — — — 16 — 16 Total revenues — — 5 1,772 — 1,777 Costs of providing services Salaries and benefits — — 14 1,105 — 1,119 Other operating expenses 1 27 10 332 — 370 Depreciation — 1 4 40 — 45 Amortization — — — 157 — 157 Restructuring costs — 7 7 35 — 49 Transaction and integration expenses — 1 5 30 — 36 Total costs of providing services 1 36 40 1,699 — 1,776 (Loss)/income from operations (1 ) (36 ) (35 ) 73 — 1 Income from Group undertakings — (126 ) (61 ) (34 ) 221 — Expenses due to Group undertakings — 13 48 160 (221 ) — Interest expense 8 22 10 5 — 45 Other expense, net — — — 14 — 14 (LOSS)/INCOME FROM OPERATIONS BEFORE INCOME TAXES AND INTEREST IN EARNINGS OF ASSOCIATES (9 ) 55 (32 ) (72 ) — (58 ) Benefit from income taxes — (9 ) (10 ) (7 ) — (26 ) (LOSS)/INCOME FROM OPERATIONS BEFORE INTEREST IN EARNINGS OF ASSOCIATES (9 ) 64 (22 ) (65 ) — (32 ) Interest in earnings of associates, net of tax — — — 1 — 1 Equity account for subsidiaries (23 ) (82 ) (29 ) — 134 — NET LOSS (32 ) (18 ) (51 ) (64 ) 134 (31 ) Income attributable to non-controlling interests — — — (1 ) — (1 ) NET LOSS ATTRIBUTABLE TO WILLIS TOWERS WATSON $ (32 ) $ (18 ) $ (51 ) $ (65 ) $ 134 $ (32 ) Comprehensive loss before non-controlling interests $ (72 ) $ (58 ) $ (77 ) $ (91 ) $ 225 $ (73 ) Comprehensive loss attributable to non-controlling interest — — — 1 — 1 Comprehensive loss attributable to Willis Towers Watson $ (72 ) $ (58 ) $ (77 ) $ (90 ) $ 225 $ (72 ) Unaudited Condensed Consolidating Statement of Comprehensive Income Nine Months Ended September 30, 2017 Willis The Other The Other Consolidating Consolidated Revenues Commissions and fees $ — $ — $ 14 $ 6,051 $ — $ 6,065 Interest and other income — — — 59 — 59 Total revenues — — 14 6,110 — 6,124 Costs of providing services Salaries and benefits 4 — 40 3,440 — 3,484 Other operating expenses 2 74 16 1,066 — 1,158 Depreciation — 5 — 146 — 151 Amortization — 3 — 441 (3 ) 441 Restructuring costs — 5 1 79 — 85 Transaction and integration expenses — 32 6 139 — 177 Total costs of providing services 6 119 63 5,311 (3 ) 5,496 (Loss)/income from operations (6 ) (119 ) (49 ) 799 3 628 Income from Group undertakings — (402 ) (160 ) (112 ) 674 — Expenses due to Group undertakings — 52 144 478 (674 ) — Interest expense 23 75 25 16 — 139 Other (income)/expense, net — (48 ) — (70 ) 197 79 (LOSS)/INCOME FROM OPERATIONS BEFORE INCOME TAXES AND INTEREST IN EARNINGS OF ASSOCIATES (29 ) 204 (58 ) 487 (194 ) 410 (Benefit from)/provision for income taxes (2 ) 19 (7 ) 63 — 73 (LOSS)/INCOME FROM OPERATIONS BEFORE INTEREST IN EARNINGS OF ASSOCIATES (27 ) 185 (51 ) 424 (194 ) 337 Interest in earnings of associates, net of tax — — — 2 — 2 Equity account for subsidiaries 350 158 (23 ) — (485 ) — NET INCOME/(LOSS) 323 343 (74 ) 426 (679 ) 339 Income attributable to non-controlling interests — — — (16 ) — (16 ) NET INCOME/(LOSS) ATTRIBUTABLE TO WILLIS TOWERS WATSON $ 323 $ 343 $ (74 ) $ 410 $ (679 ) $ 323 Comprehensive income before non-controlling interests $ 531 $ 552 $ 68 $ 434 $ (1,039 ) $ 546 Comprehensive income attributable to non-controlling interests — — — (15 ) — (15 ) Comprehensive income attributable to Willis Towers Watson $ 531 $ 552 $ 68 $ 419 $ (1,039 ) $ 531 Unaudited Condensed Consolidating Statement of Comprehensive Income Nine Months Ended September 30, 2016 Willis The Other The Other Consolidating Consolidated Revenues Commissions and fees $ — $ — $ 16 $ 5,858 $ — $ 5,874 Interest and other income — 1 — 85 — 86 Total revenues — 1 16 5,943 — 5,960 Costs of providing services Salaries and benefits 1 1 38 3,479 — 3,519 Other operating expenses 4 84 82 1,001 — 1,171 Depreciation — 3 11 118 — 132 Amortization — — — 443 — 443 Restructuring costs — 18 23 74 — 115 Transaction and integration expenses — 13 15 89 — 117 Total costs of providing services 5 119 169 5,204 — 5,497 (Loss)/income from operations (5 ) (118 ) (153 ) 739 — 463 Income from Group undertakings — (367 ) (177 ) (104 ) 648 — Expenses due to Group undertakings — 53 134 461 (648 ) — Interest expense 25 65 29 19 — 138 Other expense/(income), net 1 (2 ) — 27 — 26 (LOSS)/INCOME FROM OPERATIONS BEFORE INCOME TAXES AND INTEREST IN EARNINGS OF ASSOCIATES (31 ) 133 (139 ) 336 — 299 (Benefit from)/provision for income taxes — (32 ) (41 ) 84 — 11 (LOSS)/INCOME FROM OPERATIONS BEFORE INTEREST IN EARNINGS OF ASSOCIATES (31 ) 165 (98 ) 252 — 288 Interest in earnings of associates, net of tax — — — 2 — 2 Equity account for subsidiaries 309 124 92 — (525 ) — NET INCOME/(LOSS) 278 289 (6 ) 254 (525 ) 290 Income attributable to non-controlling interests — — — (12 ) — (12 ) NET INCOME/(LOSS) ATTRIBUTABLE TO WILLIS TOWERS WATSON $ 278 $ 289 $ (6 ) $ 242 $ (525 ) $ 278 Comprehensive income/(loss) before non-controlling interests $ 94 $ 104 $ (107 ) $ 88 $ (83 ) $ 96 Comprehensive income attributable to non-controlling interest — — — (2 ) — (2 ) Comprehensive income/(loss) attributable to Willis Towers Watson $ 94 $ 104 $ (107 ) $ 86 $ (83 ) $ 94 Unaudited Condensed Consolidating Statement of Comprehensive Income Three Months Ended September 30, 2017 Willis The Other Consolidating Consolidated Revenues Commissions and fees $ — $ 3 $ 1,829 $ — $ 1,832 Interest and other income — — 20 — 20 Total revenues — 3 1,849 — 1,852 Costs of providing services Salaries and benefits 2 20 1,123 — 1,145 Other operating expenses — 36 330 366 Depreciation — 2 52 — 54 Amortization — 1 143 (3 ) 141 Restructuring costs — 2 29 — 31 Transaction and integration expenses — 6 68 — 74 Total costs of providing services 2 67 1,745 (3 ) 1,811 (Loss)/income from operations (2 ) (64 ) 104 3 41 Income from Group undertakings — (155 ) (39 ) 194 — Expenses due to Group undertakings — 34 160 (194 ) — Interest expense 8 34 5 — 47 Other (income)/expense, net — (48 ) (120 ) 197 29 (LOSS)/INCOME FROM OPERATIONS BEFORE INCOME TAXES AND INTEREST IN EARNINGS OF ASSOCIATES (10 ) 71 98 (194 ) (35 ) (Benefit from)/provision for income taxes (1 ) 6 14 — 19 (LOSS)/INCOME FROM OPERATIONS BEFORE INTEREST IN EARNINGS OF ASSOCIATES (9 ) 65 84 (194 ) (54 ) Interest in earnings of associates, net of tax — — — — — Equity account for subsidiaries (45 ) (107 ) — 152 — NET (LOSS)/INCOME (54 ) (42 ) 84 (42 ) (54 ) Income attributable to non-controlling interests — — — — — NET (LOSS)/INCOME ATTRIBUTABLE TO WILLIS TOWERS WATSON $ (54 ) $ (42 ) $ 84 $ (42 ) $ (54 ) Comprehensive income before non-controlling interests $ 46 $ 62 $ (4 ) $ (70 ) $ 34 Comprehensive loss attributable to non-controlling interests — — 12 — 12 Comprehensive income attributable to Willis Towers Watson $ 46 $ 62 $ 8 $ (70 ) $ 46 Unaudited Condensed Consolidating Statement of Comprehensive Income Three Months Ended September 30, 2016 Willis The Other Consolidating Consolidated Revenues Commissions and fees $ — $ 5 $ 1,756 $ — $ 1,761 Interest and other income — — 16 — 16 Total revenues — 5 1,772 — 1,777 Costs of providing services Salaries and benefits — 14 1,105 — 1,119 Other operating expenses 1 37 332 — 370 Depreciation — 5 40 — 45 Amortization — — 157 — 157 Restructuring costs — 14 35 — 49 Transaction and integration expenses — 6 30 — 36 Total costs of providing services 1 76 1,699 — 1,776 (Loss)/income from operations (1 ) (71 ) 73 — 1 Income from Group undertakings — (159 ) (34 ) 193 — Expenses due to Group undertakings — 33 160 (193 ) — Interest expense 8 32 5 — 45 Other expense, net — — 14 — 14 (LOSS)/INCOME FROM OPERATIONS BEFORE INCOME TAXES AND INTEREST IN EARNINGS OF ASSOCIATES (9 ) 23 (72 ) — (58 ) Benefit from income taxes — (19 ) (7 ) — (26 ) (LOSS)/INCOME FROM OPERATIONS BEFORE INTEREST IN EARNINGS OF ASSOCIATES (9 ) 42 (65 ) — (32 ) Interest in earnings of associates, net of tax — — 1 — 1 Equity account for subsidiaries (23 ) (60 ) — 83 — NET LOSS (32 ) (18 ) (64 ) 83 (31 ) Income attributable to non-controlling interests — — (1 ) — (1 ) NET LOSS ATTRIBUTABLE TO WILLIS TOWERS WATSON $ (32 ) $ (18 ) $ (65 ) $ 83 $ (32 ) Comprehensive loss before non-controlling interests $ (72 ) $ (58 ) $ (91 ) $ 148 $ (73 ) Comprehensive loss attributable to non-controlling interests — — 1 — 1 Comprehensive loss attributable to Willis Towers Watson $ (72 ) $ (58 ) $ (90 ) $ 148 $ (72 ) Unaudited Condensed Consolidating Statement of Comprehensive Income Nine Months Ended September 30, 2017 Willis The Other Consolidating Consolidated Revenues Commissions and fees $ — $ 14 $ 6,051 $ — $ 6,065 Interest and other income — — 59 — 59 Total revenues — 14 6,110 — 6,124 Costs of providing services Salaries and benefits 4 40 3,440 — 3,484 Other operating expenses 2 90 1,066 — 1,158 Depreciation — 5 146 — 151 Amortization — 3 441 (3 ) 441 Restructuring costs — 6 79 — 85 Transaction and integration expenses — 38 139 — 177 Total costs of providing services 6 182 5,311 (3 ) 5,496 (Loss)/income from operations (6 ) (168 ) 799 3 628 Income from Group undertakings — (478 ) (112 ) 590 — Expenses due to Group undertakings — 112 478 (590 ) — Interest expense 23 100 16 — 139 Other (income)/expense, net — (48 ) (70 ) 197 79 (LOSS)/INCOME FROM OPERATIONS BEFORE INCOME TAXES AND INTEREST IN EARNINGS OF ASSOCIATES (29 ) 146 487 (194 ) 410 (Benefit from)/provision for income taxes (2 ) 12 63 — 73 (LOSS)/INCOME FROM OPERATIONS BEFORE INTEREST IN EARNINGS OF ASSOCIATES (27 ) 134 424 (194 ) 337 Interest in earnings of associates, net of tax — — 2 — 2 Equity account for subsidiaries 350 209 — (559 ) — NET INCOME 323 343 426 (753 ) 339 Income attributable to non-controlling interests — — (16 ) — (16 ) NET INCOME ATTRIBUTABLE TO WILLIS TOWERS WATSON $ 323 $ 343 $ 410 $ (753 ) $ 323 Comprehensive income before non-controlling interests $ 531 $ 552 $ 434 $ (971 ) $ 546 Comprehensive income attributable to non-controlling interests — — (15 ) — (15 ) Comprehensive income attributable to Willis Towers Watson $ 531 $ 552 $ 419 $ (971 ) $ 531 Unaudited Condensed Consolidating Statement of Comprehensive Income Nine Months Ended September 30, 2016 Willis The Other Consolidating Consolidated Revenues Commissions and fees $ — $ 16 $ 5,858 $ — $ 5,874 Interest and other income — 1 85 — 86 Total revenues — 17 5,943 — 5,960 Costs of providing services Salaries and benefits 1 39 3,479 — 3,519 Other operating expenses 4 166 1,001 — 1,171 Depreciation — 14 118 — 132 Amortization — — 443 — 443 Restructuring costs — 41 74 — 115 Transaction and integration expenses — 28 89 — 117 Total costs of providing services 5 288 5,204 — 5,497 (Loss)/income from operations (5 ) (271 ) 739 — 463 Income from Group undertakings — (461 ) (104 ) 565 — Expenses due to Group undertakings — 104 461 (565 ) — Interest expense 25 94 19 — 138 Other expense/(income), net 1 (2 ) 27 — 26 (LOSS)/INCOME FROM OPERATIONS BEFORE INCOME TAXES AND INTEREST IN EARNINGS OF ASSOCIATES (31 ) (6 ) 336 — 299 (Benefit from)/provision for income taxes — (73 ) 84 — 11 (LOSS)/INCOME FROM OPERATIONS BEFORE INTEREST IN EARNINGS OF ASSOCIATES (31 ) 67 252 — 288 Interest in earnings of associates, net of tax — — 2 — 2 Equity account for subsidiaries 309 222 — (531 ) — NET INCOME 278 289 254 (531 ) 290 Income attributable to non-controlling interests — — (12 ) — (12 ) NET INCOME ATTRIBUTABLE TO WILLIS TOWERS WATSON $ 278 $ 289 $ 242 $ (531 ) $ 278 Comprehensive income before non-controlling interests $ 94 $ 104 $ 88 $ (190 ) $ 96 Comprehensive income attributable to non-controlling interests — — (2 ) — (2 ) Comprehensive income attributable to Willis Towers Watson $ 94 $ 104 $ 86 $ (190 ) $ 94 Unaudited Condensed Consolidating Statement of Comprehensive Income Three Months Ended September 30, 2017 Willis The Other The Other Consolidating Consolidated Revenues Commissions and fees $ — $ 3 $ — $ 1,829 $ — $ 1,832 Interest and other income — — — 20 — 20 Total revenues — 3 — 1,849 — 1,852 Costs of providing services Salaries and benefits 2 20 — 1,123 — 1,145 Other operating expenses — 35 1 330 — 366 Depreciation — 2 — 52 — 54 Amortization — 1 — 143 (3 ) 141 Restructuring costs — 2 — 29 — 31 Transaction and integration expenses — 6 — 68 — 74 Total costs of providing services 2 66 1 1,745 (3 ) 1,811 (Loss)/income from operations (2 ) (63 ) (1 ) 104 3 41 Income from Group undertakings — (148 ) (36 ) (39 ) 223 — Expenses due to Group undertakings — 57 6 160 (223 ) — Interest expense 8 9 25 5 — 47 Other (income)/expense, net — (48 ) — (120 ) 197 29 (LOSS)/INCOME FROM OPERATIONS BEFORE INCOME TAXES AND INTEREST IN EARNINGS OF ASSOCIATES (10 ) 67 4 98 (194 ) (35 ) (Benefit from)/provision for income taxes (1 ) 6 — 14 — 19 (LOSS)/INCOME FROM OPERATIONS BEFORE INTEREST IN EARNINGS OF ASSOCIATES (9 ) 61 4 84 (194 ) (54 ) Interest in earnings of associates, net of tax — — — — — — Equity account for subsidiaries (45 ) (103 ) (108 ) — 256 — NET (LOSS)/INCOME (54 ) (42 ) (104 ) 84 62 (54 ) Income attributable to non-controlling interests — — — — — — NET (LOSS)/INCOME ATTRIBUTABLE TO WILLIS TOWERS WATSON $ (54 ) $ (42 ) $ (104 ) $ 84 $ 62 $ (54 ) Comprehensive income before non-controlling interests $ 46 $ 62 $ 2 $ (4 ) $ (72 ) $ 34 Comprehensive loss attributable to non-controlling interests — — — 12 — 12 Comprehensive income attributable to Willis Towers Watson $ 46 $ 62 $ 2 $ 8 $ (72 ) $ 46 Unaudited Condensed Consolidating Statement of Comprehensive Income Three Months Ended September 30, 2016 Willis The Other The Other Consolidating Consolidated Revenues Commissions and fees $ — $ 5 $ — $ 1,756 $ — $ 1,761 Interest and other income — — — 16 — 16 Total revenues — 5 — 1,772 — 1,777 Costs of providing services Salaries and benefits — 14 — 1,105 — 1,119 Other operating expenses 1 37 — 332 — 370 Depreciation — 5 — 40 — 45 Amortization — — — 157 — 157 Restructuring costs — 14 — 35 — 49 Transaction and integration expenses — 6 — 30 — 36 Total costs of providing services 1 76 — 1,699 — 1,776 (Loss)/income from operations (1 ) (71 ) — 73 — 1 Income from Group undertakings — (155 ) (34 ) (34 ) 223 — Expenses due to Group undertakings — 57 6 160 (223 ) — Interest expense 8 10 22 5 — 45 Other expense, net — — — 14 — 14 (LOSS)/INCOME FROM OPERATIONS BEFORE INCOME TAXES AND INTEREST IN EARNINGS OF ASSOCIATES (9 ) 17 6 (72 ) — (58 ) Benefit from income taxes — (19 ) — (7 ) — (26 ) (LOSS)/INCOME FROM OPERATIONS BEFORE INTEREST IN EARNINGS OF ASSOCIATES (9 ) 36 6 (65 ) — (32 ) Interest in earnings of associates, net of tax — — — 1 — 1 Equity account for subsidiaries (23 ) (54 ) (55 ) — 132 — NET LOSS (32 ) (18 ) (49 ) (64 ) 132 (31 ) Income attributable to non-controlling interests — — — (1 ) — (1 ) NET LOSS ATTRIBUTABLE TO WILLIS TOWERS WATSON $ (32 ) $ (18 ) $ (49 ) $ (65 ) $ 132 $ (32 ) Comprehensive loss before non-controlling interests $ (72 ) $ (58 ) $ (59 ) $ (91 ) $ 207 $ (73 ) Comprehensive loss attributable to non-controlling interests — — — 1 — 1 Comprehensive loss attributable to Willis Towers Watson $ (72 ) $ (58 ) $ (59 ) $ (90 ) $ 207 $ (72 ) Unaudited Condensed Consolidating Statement of Comprehensive Income Nine Months Ended September 30, 2017 Willis The Other The Other Consolidating Consolidated Revenues Commissions and fees $ — $ 14 $ — $ 6,051 $ — $ 6,065 Interest and other income — — — 59 — 59 Total revenues — 14 — 6,110 — 6,124 Costs of providing services Salaries and benefits 4 40 — 3,440 — 3,484 Other operating expenses 2 89 1 1,066 — 1,158 Depreciation — 5 — 146 — 151 Amortization — 3 — 441 (3 ) 441 Restructuring costs — 6 — 79 — 85 Transaction and integration expenses — 38 — 139 — 177 Total costs of providing services 6 181 1 5,311 (3 ) 5,496 (Loss)/income from operations (6 ) (167 ) (1 ) 799 3 628 Income from Group undertakings — (457 ) (108 ) (112 ) 677 — Expenses due to Group undertakings — 180 19 478 (677 ) — Interest expense 23 24 76 16 — 139 Other (income)/expense, net — (48 ) — (70 ) 197 79 (LOSS)/INCOME FROM OPERATIONS BEFORE INCOME TAXES AND INTEREST IN EARNINGS OF ASSOCIATES (29 ) 134 12 487 (194 ) 410 (Benefit from)/provision for income taxes (2 ) 11 1 63 — 73 (LOSS)/INCOME FROM OPERATIONS BEFORE INTEREST IN EARNINGS OF ASSOCIATES (27 ) 123 11 424 (194 ) 337 Interest in earnings of associates, net of tax — — — 2 — 2 Equity account for subsidiaries 350 220 117 — (687 ) — NET INCOME 323 343 128 426 (881 ) 339 Income attributable to non-controlling interests — — — (16 ) — (16 ) NET INCOME ATTRIBUTABLE TO WILLIS TOWERS WATSON $ 323 $ 343 $ 128 $ 410 $ (881 ) $ 323 Comprehensive income before non-controlling interests $ 531 $ 552 $ 336 $ 434 $ (1,307 ) $ 546 Comprehensive income attributable to non-controlling interests — — — (15 ) — (15 ) Comprehensive income attributable to Willis Towers Watson $ 531 $ 552 $ 336 $ 419 $ (1,307 ) $ 531 Unaudited Condensed Consolidating Statement of Comprehensive Income Nine Months Ended September 30, 2016 Willis The Other The Other Consolidating Consolidated Revenues Commissions and fees $ — $ 16 $ — $ 5,858 $ — $ 5,874 Interest and other income — 1 — 85 — 86 Total revenues — 17 — 5,943 — 5,960 Costs of providing services Salaries and benefits 1 39 — 3,479 — 3,519 Other operating expenses 4 166 — 1,001 — 1,171 Depreciation — 14 — 118 — 132 Amortization — — — 443 — 443 Restructuring costs — 41 — 74 — 115 Transaction and integration expenses — 28 — 89 — 117 Total costs of providing services 5 288 — 5,204 — 5,497 (Loss)/income from operations (5 ) (271 ) — 739 — 463 Income from Group undertakings — (451 ) (98 ) (104 ) 653 — Expenses due to Group undertakings — 173 19 461 (653 ) — Interest expense 25 28 66 19 — 138 Other expense/(income), net 1 (2 ) — 27 — 26 (LOSS)/INCOME FROM OPERATIONS BEFORE INCOME TAXES AND INTEREST IN EARNINGS OF ASSOCIATES (31 ) (19 ) 13 336 — 299 (Benefit from)/provision for income taxes — (74 ) 1 84 — 11 (LOSS)/INCOME FROM OPERATIONS BEFORE INTEREST IN EARNINGS OF ASSOCIATES (31 ) 55 12 252 — 288 Interest in earnings of associates, net of tax — — — 2 — 2 Equity account for subsidiaries 309 234 57 — (600 ) — NET INCOME 278 289 69 254 (600 ) 290 Income attributable to non-controlling interests — — — (12 ) — (12 ) NET INCOME ATTRIBUTABLE TO WILLIS TOWERS WATSON $ 278 $ 289 $ 69 $ 242 $ (600 ) $ 278 Comprehensive income/(loss) before non-controlling interests $ 94 $ 104 $ (3 ) $ 88 $ (187 ) $ 96 Comprehensive income attributable to non-controlling interests — — — (2 ) — (2 ) Comprehensive income/(loss) attributable to Willis Towers Watson $ 94 $ 104 $ (3 ) $ 86 $ (187 ) $ 94 |
Unaudited Condensed Consolidated Balance Sheet | Unaudited Condensed Consolidating Balance Sheet As of September 30, 2017 Willis The Other The Other Consolidating Consolidated ASSETS Cash and cash equivalents $ — $ 5 $ — $ 907 $ — $ 912 Fiduciary assets — — — 12,206 — 12,206 Accounts receivable, net — — 5 2,150 — 2,155 Prepaid and other current assets 2 26 143 298 (51 ) 418 Amounts due from group undertakings 6,131 1,478 1,360 2,576 (11,545 ) — Total current assets 6,133 1,509 1,508 18,137 (11,596 ) 15,691 Investments in subsidiaries 4,357 8,895 6,209 — (19,461 ) — Fixed assets, net — 35 — 902 — 937 Goodwill — — — 10,529 — 10,529 Other intangible assets, net — 61 — 4,034 (61 ) 4,034 Pension benefits assets — — — 649 — 649 Other non-current assets — 14 246 373 (201 ) 432 Non-current amounts due from group undertakings — 4,918 861 48 (5,827 ) — Total non-current assets 4,357 13,923 7,316 16,535 (25,550 ) 16,581 TOTAL ASSETS $ 10,490 $ 15,432 $ 8,824 $ 34,672 $ (37,146 ) $ 32,272 LIABILITIES AND EQUITY Fiduciary liabilities $ — $ — $ — $ 12,206 $ — $ 12,206 Deferred revenue and accrued expenses 1 9 82 1,380 — 1,472 Short-term debt and current portion of long-term debt — — — 85 — 85 Other current liabilities 78 43 117 546 9 793 Amounts due to group undertakings — 7,537 2,402 1,607 (11,546 ) — Total current liabilities 79 7,589 2,601 15,824 (11,537 ) 14,556 Long-term debt 496 2,945 946 106 — 4,493 Liability for pension benefits — — — 1,207 — 1,207 Deferred tax liabilities — — — 1,057 (201 ) 856 Provision for liabilities — — 120 483 — 603 Other non-current liabilities — 7 59 410 — 476 Non-current amounts due to group undertakings — — 519 5,308 (5,827 ) — Total non-current liabilities 496 2,952 1,644 8,571 (6,028 ) 7,635 TOTAL LIABILITIES 575 10,541 4,245 24,395 (17,565 ) 22,191 REDEEMABLE NON-CONTROLLING INTEREST — — — 55 — 55 EQUITY Total Willis Towers Watson shareholders’ equity 9,915 4,891 4,579 10,111 (19,581 ) 9,915 Non-controlling interests — — — 111 — 111 Total equity 9,915 4,891 4,579 10,222 (19,581 ) 10,026 TOTAL LIABILITIES AND EQUITY $ 10,490 $ 15,432 $ 8,824 $ 34,672 $ (37,146 ) $ 32,272 Unaudited Condensed Consolidating Balance Sheet As of December 31, 2016 Willis The Other The Other Consolidating Consolidated ASSETS Cash and cash equivalents $ — $ — $ — $ 870 $ — $ 870 Fiduciary assets — — — 10,505 — 10,505 Accounts receivable, net — — 7 2,073 — 2,080 Prepaid and other current assets — 49 23 324 (59 ) 337 Amounts due from group undertakings 7,229 1,706 1,190 2,370 (12,495 ) — Total current assets 7,229 1,755 1,220 16,142 (12,554 ) 13,792 Investments in subsidiaries 3,409 7,733 5,480 — (16,622 ) — Fixed assets, net — 34 — 805 — 839 Goodwill — — — 10,413 — 10,413 Other intangible assets, net — 64 — 4,368 (64 ) 4,368 Pension benefits assets — — — 488 — 488 Other non-current assets — 10 80 310 (47 ) 353 Non-current amounts due from group undertakings — 4,655 836 — (5,491 ) — Total non-current assets 3,409 12,496 6,396 16,384 (22,224 ) 16,461 TOTAL ASSETS $ 10,638 $ 14,251 $ 7,616 $ 32,526 $ (34,778 ) $ 30,253 LIABILITIES AND EQUITY Fiduciary liabilities $ — $ — $ — $ 10,505 $ — $ 10,505 Deferred revenue and accrued expenses — 15 27 1,488 (49 ) 1,481 Short-term debt and current portion of long-term debt — 22 394 92 — 508 Other current liabilities 77 94 23 684 (2 ) 876 Amounts due to group undertakings — 8,323 2,075 2,097 (12,495 ) — Total current liabilities 77 8,454 2,519 14,866 (12,546 ) 13,370 Long-term debt 496 2,506 186 169 — 3,357 Liability for pension benefits — — — 1,321 — 1,321 Deferred tax liabilities — — — 1,013 (149 ) 864 Provision for liabilities — — 120 455 — 575 Other non-current liabilities — 48 15 483 (14 ) 532 Non-current amounts due to group undertakings — — 518 4,973 (5,491 ) — Total non-current liabilities 496 2,554 839 8,414 (5,654 ) 6,649 TOTAL LIABILITIES 573 11,008 3,358 23,280 (18,200 ) 20,019 REDEEMABLE NON-CONTROLLING INTEREST — — — 51 — 51 EQUITY Total Willis Towers Watson shareholders’ equity 10,065 3,243 4,258 9,077 (16,578 ) 10,065 Non-controlling interests — — — 118 — 118 Total equity 10,065 3,243 4,258 9,195 (16,578 ) 10,183 TOTAL LIABILITIES AND EQUITY $ 10,638 $ 14,251 $ 7,616 $ 32,526 $ (34,778 ) $ 30,253 Unaudited Condensed Consolidating Balance Sheet As of September 30, 2017 Willis The Other Consolidating Consolidated ASSETS Cash and cash equivalents $ — $ 5 $ 907 $ — $ 912 Fiduciary assets — — 12,206 — 12,206 Accounts receivable, net — 5 2,150 — 2,155 Prepaid and other current assets 2 169 298 (51 ) 418 Amounts due from group undertakings 6,131 1,728 2,576 (10,435 ) — Total current assets 6,133 1,907 18,137 (10,486 ) 15,691 Investments in subsidiaries 4,357 10,524 — (14,881 ) — Fixed assets, net — 35 902 — 937 Goodwill — — 10,529 — 10,529 Other intangible assets, net — 61 4,034 (61 ) 4,034 Pension benefits assets — — 649 — 649 Other non-current assets — 261 373 (202 ) 432 Non-current amounts due from group undertakings — 5,260 48 (5,308 ) — Total non-current assets 4,357 16,141 16,535 (20,452 ) 16,581 TOTAL ASSETS $ 10,490 $ 18,048 $ 34,672 $ (30,938 ) $ 32,272 LIABILITIES AND EQUITY Fiduciary liabilities $ — $ — $ 12,206 $ — $ 12,206 Deferred revenue and accrued expenses 1 91 1,380 — 1,472 Short-term debt and current portion of long-term debt — — 85 — 85 Other current liabilities 78 160 546 9 793 Amounts due to group undertakings — 8,829 1,607 (10,436 ) — Total current liabilities 79 9,080 15,824 (10,427 ) 14,556 Long-term debt 496 3,891 106 — 4,493 Liability for pension benefits — — 1,207 — 1,207 Deferred tax liabilities — — 1,057 (201 ) 856 Provision for liabilities — 120 483 — 603 Other non-current liabilities — 66 410 — 476 Non-current amounts due to group undertakings — — 5,308 (5,308 ) — Total non-current liabilities 496 4,077 8,571 (5,509 ) 7,635 TOTAL LIABILITIES 575 13,157 24,395 (15,936 ) 22,191 REDEEMABLE NON-CONTROLLING INTEREST — — 55 — 55 EQUITY Total Willis Towers Watson shareholders’ equity 9,915 4,891 10,111 (15,002 ) 9,915 Non-controlling interests — — 111 — 111 Total equity 9,915 4,891 10,222 (15,002 ) 10,026 TOTAL LIABILITIES AND EQUITY $ 10,490 $ 18,048 $ 34,672 $ (30,938 ) $ 32,272 Unaudited Condensed Consolidating Balance Sheet As of December 31, 2016 Willis Towers Watson — the Parent Issuer The Guarantors Other Consolidating adjustments Consolidated ASSETS Cash and cash equivalents $ — $ — $ 870 $ — $ 870 Fiduciary assets — — 10,505 — 10,505 Accounts receivable, net — 7 2,073 — 2,080 Prepaid and other current assets — 72 324 (59 ) 337 Amounts due from group undertakings 7,229 1,648 2,370 (11,247 ) — Total current assets 7,229 1,727 16,142 (11,306 ) 13,792 Investments in subsidiaries 3,409 8,955 — (12,364 ) — Fixed assets, net — 34 805 — 839 Goodwill — — 10,413 — 10,413 Other intangible assets, net — 64 4,368 (64 ) 4,368 Pension benefits assets — — 488 — 488 Other non-current assets — 90 310 (47 ) 353 Non-current amounts due from group undertakings — 4,973 — (4,973 ) — Total non-current assets 3,409 14,116 16,384 (17,448 ) 16,461 TOTAL ASSETS $ 10,638 $ 15,843 $ 32,526 $ (28,754 ) $ 30,253 LIABILITIES AND EQUITY Fiduciary liabilities $ — $ — $ 10,505 $ — $ 10,505 Deferred revenue and accrued expenses — 42 1,488 (49 ) 1,481 Short-term debt and current portion of long-term debt — 416 92 — 508 Other current liabilities 77 117 684 (2 ) 876 Amounts due to group undertakings — 9,150 2,097 (11,247 ) — Total current liabilities 77 9,725 14,866 (11,298 ) 13,370 Long-term debt 496 2,692 169 — 3,357 Liability for pension benefits — — 1,321 — 1,321 Deferred tax liabilities — — 1,013 (149 ) 864 Provision for liabilities — 120 455 — 575 Other non-current liabilities — 63 483 (14 ) 532 Non-current amounts due to group undertakings — — 4,973 (4,973 ) — Total non-current liabilities 496 2,875 8,414 (5,136 ) 6,649 TOTAL LIABILITIES 573 12,600 23,280 (16,434 ) 20,019 REDEEMABLE NON-CONTROLLING INTEREST — — 51 — 51 EQUITY Total Willis Towers Watson shareholders’ equity 10,065 3,243 9,077 (12,320 ) 10,065 Non-controlling interests — — 118 — 118 Total equity 10,065 3,243 9,195 (12,320 ) 10,183 TOTAL LIABILITIES AND EQUITY $ 10,638 $ 15,843 $ 32,526 $ (28,754 ) $ 30,253 Unaudited Condensed Consolidating Balance Sheet As of September 30, 2017 Willis The Other The Other Consolidating Consolidated ASSETS Cash and cash equivalents $ — $ 5 $ — $ 907 $ — $ 912 Fiduciary assets — — — 12,206 — 12,206 Accounts receivable, net — 5 — 2,150 — 2,155 Prepaid and other current assets 2 172 1 298 (55 ) 418 Amounts due from group undertakings 6,131 1,449 1,655 2,576 (11,811 ) — Total current assets 6,133 1,631 1,656 18,137 (11,866 ) 15,691 Investments in subsidiaries 4,357 10,112 2,143 — (16,612 ) — Fixed assets, net — 35 — 902 — 937 Goodwill — — — 10,529 — 10,529 Other intangible assets, net — 61 — 4,034 (61 ) 4,034 Pension benefits assets — — — 649 — 649 Other non-current assets — 259 1 373 (201 ) 432 Non-current amounts due from group undertakings — 4,461 1,318 48 (5,827 ) — Total non-current assets 4,357 14,928 3,462 16,535 (22,701 ) 16,581 TOTAL ASSETS $ 10,490 $ 16,559 $ 5,118 $ 34,672 $ (34,567 ) $ 32,272 LIABILITIES AND EQUITY Fiduciary liabilities $ — $ — $ — $ 12,206 $ — $ 12,206 Deferred revenue and accrued expenses 1 91 — 1,380 — 1,472 Short-term debt and current portion of long-term debt — — — 85 — 85 Other current liabilities 78 150 14 546 5 793 Amounts due to group undertakings — 9,775 7 1,607 (11,389 ) — Total current liabilities 79 10,016 21 15,824 (11,384 ) 14,556 Long-term debt 496 946 2,945 106 — 4,493 Liability for pension benefits — — — 1,207 — 1,207 Deferred tax liabilities — — — 1,057 (201 ) 856 Provision for liabilities — 120 — 483 — 603 Other non-current liabilities — 66 — 410 — 476 Non-current amounts due to group undertakings — 519 423 5,308 (6,250 ) — Total non-current liabilities 496 1,651 3,368 8,571 (6,451 ) 7,635 TOTAL LIABILITIES 575 11,667 3,389 24,395 (17,835 ) 22,191 REDEEMABLE NON-CONTROLLING INTEREST — — — 55 — 55 EQUITY Total Willis Towers Watson shareholders’ equity 9,915 4,892 1,729 10,111 (16,732 ) 9,915 Non-controlling interests — — — 111 — 111 Total equity 9,915 4,892 1,729 10,222 (16,732 ) 10,026 TOTAL LIABILITIES AND EQUITY $ 10,490 $ 16,559 $ 5,118 $ 34,672 $ (34,567 ) $ 32,272 Unaudited Condensed Consolidating Balance Sheet As of December 31, 2016 Willis The Other The Other Consolidating Consolidated ASSETS Cash and cash equivalents $ — $ — $ — $ 870 $ — $ 870 Fiduciary assets — — — 10,505 — 10,505 Accounts receivable, net — 7 — 2,073 — 2,080 Prepaid and other current assets — 74 1 324 (62 ) 337 Amounts due from group undertakings 7,229 849 1,595 2,370 (12,043 ) — Total current assets 7,229 930 1,596 16,142 (12,105 ) 13,792 Investments in subsidiaries 3,409 8,621 7,309 — (19,339 ) — Fixed assets, net — 34 — 805 — 839 Goodwill — — — 10,413 — 10,413 Other intangible assets, net — 64 — 4,368 (64 ) 4,368 Pension benefits assets — — — 488 — 488 Other non-current assets — 90 — 310 (47 ) 353 Non-current amounts due from group undertakings — 4,859 1,055 — (5,914 ) — Total non-current assets 3,409 13,668 8,364 16,384 (25,364 ) 16,461 TOTAL ASSETS $ 10,638 $ 14,598 $ 9,960 $ 32,526 $ (37,469 ) $ 30,253 LIABILITIES AND EQUITY Fiduciary liabilities $ — $ — $ — $ 10,505 $ — $ 10,505 Deferred revenue and accrued expenses — 41 1 1,488 (49 ) 1,481 Short-term debt and current portion of long-term debt — 394 22 92 — 508 Other current liabilities 77 87 33 684 (5 ) 876 Amounts due to group undertakings — 9,946 — 2,097 (12,043 ) — Total current liabilities 77 10,468 56 14,866 (12,097 ) 13,370 Long-term debt 496 186 2,506 169 — 3,357 Liability for pension benefits — — — 1,321 — 1,321 Deferred tax liabilities — — — 1,013 (149 ) 864 Provision for liabilities — 120 — 455 — 575 Other non-current liabilities — 63 — 483 (14 ) 532 Non-current amounts due to group undertakings — 518 423 4,973 (5,914 ) — Total non-current liabilities 496 887 2,929 8,414 (6,077 ) 6,649 TOTAL LIABILITIES 573 11,355 2,985 23,280 (18,174 ) 20,019 REDEEMABLE NON-CONTROLLING INTEREST — — — 51 — 51 EQUITY Total Willis Towers Watson shareholders’ equity 10,065 3,243 6,975 9,077 (19,295 ) 10,065 Non-controlling interests — — — 118 — 118 Total equity 10,065 3,243 6,975 9,195 (19,295 ) 10,183 TOTAL LIABILITIES AND EQUITY $ 10,638 $ 14,598 $ 9,960 $ 32,526 $ (37,469 ) $ 30,253 |
Unaudited Condensed Consolidated Statement of Cash Flows | Unaudited Condensed Consolidating Statement of Cash Flows Nine Months Ended September 30, 2017 Willis The Other The Other Consolidating Consolidated NET CASH FROM/(USED IN) OPERATING ACTIVITIES $ 525 $ (498 ) $ (99 ) $ 774 $ (187 ) $ 515 CASH FLOWS FROM/(USED IN) INVESTING ACTIVITIES Additions to fixed assets and software for internal use — (6 ) — (192 ) — (198 ) Capitalized software costs — — — (52 ) — (52 ) Acquisitions of operations, net of cash acquired — — — (13 ) — (13 ) Other, net — — — 1 — 1 Proceeds from intercompany investing activities 1,102 336 10 223 (1,671 ) — Repayments of intercompany investing activities — (195 ) — (311 ) 506 — Reduction in investment in subsidiaries — 1,148 — 59 (1,207 ) — Additional investment in subsidiaries (1,000 ) (207 ) — — 1,207 — Net cash from/(used in) investing activities $ 102 $ 1,076 $ 10 $ (285 ) $ (1,165 ) $ (262 ) CASH FLOWS USED IN FINANCING ACTIVITIES Net borrowings on revolving credit facility — 560 115 — — 675 Senior notes issued — — 650 — — 650 Proceeds from issuance of other debt — — — 32 — 32 Debt issuance costs — (4 ) (5 ) — — (9 ) Repayments of debt — (219 ) (400 ) (95 ) — (714 ) Repurchase of shares (462 ) — — — — (462 ) Proceeds from issuance of shares 44 — — — — 44 Payments related to share cancellation — — — (177 ) — (177 ) Payments of deferred and contingent consideration related to acquisitions — — — (43 ) — (43 ) Cash paid for employee taxes on withholding shares — — — (14 ) — (14 ) Dividends paid (209 ) — (58 ) (129 ) 187 (209 ) Acquisitions of and dividends paid to non-controlling interests — — — (19 ) — (19 ) Proceeds from intercompany financing activities — 163 148 195 (506 ) — Repayments of intercompany financing activities — (1,073 ) (361 ) (237 ) 1,671 — Net cash (used in)/from financing activities $ (627 ) $ (573 ) $ 89 $ (487 ) $ 1,352 $ (246 ) INCREASE IN CASH AND CASH EQUIVALENTS — 5 — 2 — 7 Effect of exchange rate changes on cash and cash equivalents — — — 35 — 35 CASH AND CASH EQUIVALENTS, BEGINNING OF PERIOD — — — 870 — 870 CASH AND CASH EQUIVALENTS, END OF PERIOD $ — $ 5 $ — $ 907 $ — $ 912 Unaudited Condensed Consolidating Statement of Cash Flows Nine Months Ended September 30, 2016 Willis The Other The Other Consolidating Consolidated NET CASH FROM/(USED IN) OPERATING ACTIVITIES $ 6 $ (130 ) $ (175 ) $ 989 $ (69 ) $ 621 CASH FLOWS FROM/(USED IN) INVESTING ACTIVITIES Additions to fixed assets and software for internal use — (76 ) (8 ) (131 ) 64 (151 ) Capitalized software costs — — — (64 ) — (64 ) Acquisitions of operations, net of cash acquired — — — 476 — 476 Other, net — — 1 16 5 22 Proceeds from intercompany investing activities 47 47 — 18 (112 ) — Repayments of intercompany investing activities (4,015 ) (3,953 ) — (805 ) 8,773 — Reduction in investment in subsidiaries 4,600 3,600 — — (8,200 ) — Additional investment in subsidiaries — (4,600 ) — (3,600 ) 8,200 — Net cash from/(used in) investing activities $ 632 $ (4,982 ) $ (7 ) $ (4,090 ) $ 8,730 $ 283 CASH FLOWS (USED IN)/FROM FINANCING ACTIVITIES Net payments on revolving credit facility — (389 ) — — — (389 ) Senior notes issued — 1,606 — — — 1,606 Proceeds from issuance of other debt — 400 — 4 — 404 Debt issuance costs — (14 ) — — — (14 ) Repayments of debt (300 ) (1,032 ) — (529 ) — (1,861 ) Repurchase of shares (222 ) — — — — (222 ) Proceeds from issuance of shares 44 — — — — 44 Payments of deferred and contingent consideration related to acquisitions — — — (64 ) — (64 ) Dividends paid (133 ) — — — — (133 ) Cash paid for employee taxes on withholding shares — — — (13 ) — (13 ) Acquisitions of and dividends paid to non-controlling interests — — — (17 ) — (17 ) Proceeds from intercompany financing activities — 4,557 199 4,017 (8,773 ) — Repayments of intercompany financing activities (30 ) (18 ) (17 ) (47 ) 112 — Net cash (used in)/from financing activities $ (641 ) $ 5,110 $ 182 $ 3,351 $ (8,661 ) $ (659 ) (DECREASE)/INCREASE IN CASH AND CASH EQUIVALENTS (3 ) (2 ) — 250 — 245 Effect of exchange rate changes on cash and cash equivalents — — — (10 ) — (10 ) CASH AND CASH EQUIVALENTS, BEGINNING OF PERIOD 3 2 — 527 — 532 CASH AND CASH EQUIVALENTS, END OF PERIOD $ — $ — $ — $ 767 $ — $ 767 Unaudited Condensed Consolidating Statement of Cash Flows Nine Months Ended September 30, 2017 Willis The Other Consolidating Consolidated NET CASH FROM/(USED IN) OPERATING ACTIVITIES $ 525 $ (655 ) $ 774 $ (129 ) $ 515 CASH FLOWS FROM/(USED IN) INVESTING ACTIVITIES Additions to fixed assets and software for internal use — (6 ) (192 ) — (198 ) Capitalized software costs — — (52 ) — (52 ) Acquisitions of operations, net of cash acquired — — (13 ) — (13 ) Other, net — — 1 — 1 Proceeds from intercompany investing activities 1,102 143 223 (1,468 ) — Repayments of intercompany investing activities — (195 ) (311 ) 506 — Reduction in investment in subsidiaries — 1,148 59 (1,207 ) — Additional investment in subsidiaries (1,000 ) (207 ) — 1,207 — Net cash from/(used in) investing activities $ 102 $ 883 $ (285 ) $ (962 ) $ (262 ) CASH FLOWS USED IN FINANCING ACTIVITIES Net borrowings on revolving credit facility — 675 — — 675 Senior notes issued — 650 — — 650 Proceeds from issuance of other debt — — 32 — 32 Debt issuance costs — (9 ) — — (9 ) Repayments of debt — (619 ) (95 ) — (714 ) Repurchase of shares (462 ) — — — (462 ) Proceeds from issuance of shares 44 — — — 44 Payments related to share cancellation — — (177 ) — (177 ) Payments of deferred and contingent consideration related to acquisitions — — (43 ) — (43 ) Cash paid for employee taxes on withholding shares — — (14 ) — (14 ) Dividends paid (209 ) — (129 ) 129 (209 ) Acquisitions of and dividends paid to non-controlling interests — — (19 ) — (19 ) Proceeds from intercompany financing activities — 311 195 (506 ) — Repayments of intercompany financing activities — (1,231 ) (237 ) 1,468 — Net cash used in financing activities $ (627 ) $ (223 ) $ (487 ) $ 1,091 $ (246 ) INCREASE IN CASH AND CASH EQUIVALENTS — 5 2 — 7 Effect of exchange rate changes on cash and cash equivalents — — 35 — 35 CASH AND CASH EQUIVALENTS, BEGINNING OF PERIOD — — 870 — 870 CASH AND CASH EQUIVALENTS, END OF PERIOD $ — $ 5 $ 907 $ — $ 912 Unaudited Condensed Consolidating Statement of Cash Flows Nine Months Ended September 30, 2016 Willis The Other Consolidating Consolidated NET CASH FROM/(USED IN) OPERATING ACTIVITIES $ 6 $ (305 ) $ 989 $ (69 ) $ 621 CASH FLOWS FROM/(USED IN) INVESTING ACTIVITIES Additions to fixed assets and software for internal use — (84 ) (131 ) 64 (151 ) Capitalized software costs — — (64 ) — (64 ) Acquisitions of operations, net of cash acquired — — 476 — 476 Other, net — 1 16 5 22 Proceeds from intercompany investing activities 47 30 18 (95 ) — Repayments of intercompany investing activities (4,015 ) (3,953 ) (805 ) 8,773 — Reduction in investment in subsidiaries 4,600 3,600 — (8,200 ) — Additional investment in subsidiaries — (4,600 ) (3,600 ) 8,200 — Net cash from/(used in) investing activities $ 632 $ (5,006 ) $ (4,090 ) $ 8,747 $ 283 CASH FLOWS (USED IN)/FROM FINANCING ACTIVITIES Net payments on revolving credit facility — (389 ) — — (389 ) Senior notes issued — 1,606 — — 1,606 Proceeds from issuance of other debt — 400 4 — 404 Debt issuance costs — (14 ) — — (14 ) Repayments of debt (300 ) (1,032 ) (529 ) — (1,861 ) Repurchase of shares (222 ) — — — (222 ) Proceeds from issuance of shares 44 — — — 44 Payments of deferred and contingent consideration related to acquisitions — — (64 ) — (64 ) Dividends paid (133 ) — — — (133 ) Cash paid for employee taxes on withholding shares — — (13 ) — (13 ) Acquisitions of and dividends paid to non-controlling interests — — (17 ) — (17 ) Proceeds from intercompany financing activities — 4,756 4,017 (8,773 ) — Repayments of intercompany financing activities (30 ) (18 ) (47 ) 95 — Net cash (used in)/from financing activities $ (641 ) $ 5,309 $ 3,351 $ (8,678 ) $ (659 ) (DECREASE)/INCREASE IN CASH AND CASH EQUIVALENTS (3 ) (2 ) 250 — 245 Effect of exchange rate changes on cash and cash equivalents — — (10 ) — (10 ) CASH AND CASH EQUIVALENTS, BEGINNING OF PERIOD 3 2 527 — 532 CASH AND CASH EQUIVALENTS, END OF PERIOD $ — $ — $ 767 $ — $ 767 Unaudited Condensed Consolidating Statement of Cash Flows Nine Months Ended September 30, 2017 Willis The Other The Other Consolidating Consolidated NET CASH FROM/(USED IN) OPERATING ACTIVITIES $ 525 $ (649 ) $ 50 $ 774 $ (185 ) $ 515 CASH FLOWS FROM/(USED IN) INVESTING ACTIVITIES Additions to fixed assets and software for internal use — (6 ) — (192 ) — (198 ) Capitalized software costs — — — (52 ) — (52 ) Acquisitions of operations, net of cash acquired — — — (13 ) — (13 ) Other, net — — — 1 — 1 Proceeds from intercompany investing activities 1,102 137 212 223 (1,674 ) — Repayments of intercompany investing activities — (48 ) (438 ) (311 ) 797 — Reduction in investment in subsidiaries — 1,148 — 59 (1,207 ) — Additional investment in subsidiaries (1,000 ) (59 ) (148 ) — 1,207 — Net cash from/(used in) investing activities $ 102 $ 1,172 $ (374 ) $ (285 ) $ (877 ) $ (262 ) CASH FLOWS (USED IN)/FROM FINANCING ACTIVITIES Net borrowings on revolving credit facility — 115 560 — — 675 Senior notes issued — 650 — — — 650 Proceeds from issuance of other debt — — — 32 — 32 Debt issuance costs — (5 ) (4 ) — — (9 ) Repayments of debt — (400 ) (219 ) (95 ) — (714 ) Repurchase of shares (462 ) — — — — (462 ) Proceeds from issuance of shares 44 — — — — 44 Payments related to share cancellation — — — (177 ) — (177 ) Payments of deferred and contingent consideration related to acquisitions — — — (43 ) — (43 ) Cash paid for employee taxes on withholding shares — — — (14 ) — (14 ) Dividends paid (209 ) (56 ) — (129 ) 185 (209 ) Acquisitions of and dividends paid to non-controlling interests — — — (19 ) — (19 ) Proceeds from intercompany financing activities — 602 — 195 (797 ) — Repayments of intercompany financing activities — (1,424 ) (13 ) (237 ) 1,674 — Net cash (used in)/from financing activities $ (627 ) $ (518 ) $ 324 $ (487 ) $ 1,062 $ (246 ) INCREASE IN CASH AND CASH EQUIVALENTS — 5 — 2 — 7 Effect of exchange rate changes on cash and cash equivalents — — — 35 — 35 CASH AND CASH EQUIVALENTS, BEGINNING OF PERIOD — — — 870 — 870 CASH AND CASH EQUIVALENTS, END OF PERIOD $ — $ 5 $ — $ 907 $ — $ 912 Unaudited Condensed Consolidating Statement of Cash Flows Nine Months Ended September 30, 2016 Willis The Other The Other Consolidating Consolidated NET CASH FROM/(USED IN) OPERATING ACTIVITIES $ 6 $ (314 ) $ 9 $ 989 $ (69 ) $ 621 CASH FLOWS FROM/(USED IN) INVESTING ACTIVITIES Additions to fixed assets and software for internal use — (84 ) — (131 ) 64 (151 ) Capitalized software costs — — — (64 ) — (64 ) Acquisitions of operations, net of cash acquired — — — 476 — 476 Other, net — 1 — 16 5 22 Proceeds from intercompany investing activities 47 42 17 18 (124 ) — Repayments of intercompany investing activities (4,015 ) (3,386 ) (567 ) (805 ) 8,773 — Reduction in investment subsidiaries 4,600 3,600 — — (8,200 ) — Additional investment in subsidiaries — (4,600 ) — (3,600 ) 8,200 — Net cash from/(used in) investing activities $ 632 $ (4,427 ) $ (550 ) $ (4,090 ) $ 8,718 $ 283 CASH FLOWS (USED IN)/FROM FINANCING ACTIVITIES Net payments on revolving credit facility — — (389 ) — — (389 ) Senior notes issued — — 1,606 — — 1,606 Proceeds from issuance of other debt — — 400 4 — 404 Debt issuance costs — — (14 ) — — (14 ) Repayments of debt (300 ) — (1,032 ) (529 ) — (1,861 ) Repurchase of shares (222 ) — — — — (222 ) Proceeds from issuance of shares 44 — — — — 44 Payments of deferred and contingent consideration related to acquisitions — — — (64 ) — (64 ) Dividends paid (133 ) — — — — (133 ) Cash paid for employee taxes on withholding shares — — — (13 ) — (13 ) Acquisitions of and dividends paid to non-controlling interests — — — (17 ) — (17 ) Proceeds from intercompany financing activities — 4,756 — 4,017 (8,773 ) — Repayments of intercompany financing activities (30 ) (17 ) (30 ) (47 ) 124 — Net cash (used in)/from financing activities $ (641 ) $ 4,739 $ 541 $ 3,351 $ (8,649 ) $ (659 ) (DECREASE)/INCREASE IN CASH AND CASH EQUIVALENTS (3 ) (2 ) — 250 — 245 Effect of exchange rate changes on cash and cash equivalents — — — (10 ) — (10 ) CASH AND CASH EQUIVALENTS, BEGINNING OF PERIOD 3 2 — 527 — 532 CASH AND CASH EQUIVALENTS, END OF PERIOD $ — $ — $ — $ 767 $ — $ 767 |
Nature of Operations (Details)
Nature of Operations (Details) | Sep. 30, 2017employeeCountry |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Number of employees employed (more than 41,000) | employee | 41,000 |
Number of countries in which entity operates (more than 140) | Country | 140 |
Basis of Presentation and Rec42
Basis of Presentation and Recent Accounting Policies (Details) - USD ($) $ in Millions | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2017 | Sep. 30, 2017 | Sep. 30, 2016 | Dec. 31, 2016 | |
Deferred Revenue Arrangement [Line Items] | ||||
Excess tax benefit, amount | $ 3 | $ 5 | ||
Net cash from operating activities | 515 | $ 621 | ||
Net cash from financing activities | (246) | (659) | ||
Accounting Standards Update 2016-09 | ||||
Deferred Revenue Arrangement [Line Items] | ||||
Net cash from operating activities | (13) | |||
Net cash from financing activities | $ 13 | |||
Accounting Standards Update 2016-16 | ||||
Deferred Revenue Arrangement [Line Items] | ||||
Cumulative-effect adjustment of new ASU adoption | $ 3 | |||
Accounting Standards Update 2016-16 | Retained earnings | ||||
Deferred Revenue Arrangement [Line Items] | ||||
Cumulative-effect adjustment of new ASU adoption | $ 3 | |||
Accounting Standards Update 2019-09, Excess Tax Benefit Component | ||||
Deferred Revenue Arrangement [Line Items] | ||||
Net cash from operating activities | $ 5 | |||
Minimum | ||||
Deferred Revenue Arrangement [Line Items] | ||||
Deferred costs, amortization period | 3 years | |||
Maximum | ||||
Deferred Revenue Arrangement [Line Items] | ||||
Deferred costs, amortization period | 5 years |
Merger - Narrative (Details)
Merger - Narrative (Details) $ / shares in Units, $ in Millions | Jan. 05, 2016shares | Jan. 04, 2016USD ($)$ / sharesshares | Dec. 29, 2015USD ($)$ / sharesshares | Sep. 30, 2016USD ($) | Sep. 30, 2017$ / sharesshares | Dec. 31, 2016$ / sharesshares |
Business Acquisition [Line Items] | ||||||
Stock split ratio | 0.3775009438 | |||||
Value of equity awards assumed | $ 37 | |||||
Towers Watson | ||||||
Business Acquisition [Line Items] | ||||||
Dividends paid per share (usd per share) | $ / shares | $ 10 | |||||
Dividends paid | $ 694 | |||||
Common shares outstanding | shares | 69,000,000 | 69,000,000 | ||||
Common shares issued | shares | 69,000,000 | |||||
Towers Watson | ||||||
Business Acquisition [Line Items] | ||||||
Conversion of Towers Watson stock to Willis stock, conversion ratio | 2.6490 | |||||
Value of equity awards assumed | $ 37 | |||||
Towers Watson | Stock options | ||||||
Business Acquisition [Line Items] | ||||||
Number of stock options resulting from conversion to acquirer | shares | 592,486 | |||||
Value of equity awards assumed | $ 7 | |||||
Fair value of outstanding options related to post-acquisition employee service | $ 13 | |||||
Towers Watson | Restricted Stock Units | ||||||
Business Acquisition [Line Items] | ||||||
Number of stock options resulting from conversion to acquirer | shares | 597,307 | |||||
Value of equity awards assumed | $ 30 | |||||
Fair value of outstanding units related to post-acquisition employee service | $ 32 | |||||
Ordinary shares, $0.000304635 nominal value | ||||||
Business Acquisition [Line Items] | ||||||
Ordinary shares, nominal value (usd per share) | $ / shares | $ 0.000304635000 | $ 0.000304635 | $ 0.000304635 | |||
Common shares outstanding | shares | 132,283,444 | 136,296,771 | ||||
Common shares issued | shares | 132,529,824 | 137,075,068 | ||||
Ordinary shares, $0.000304635 nominal value | Towers Watson | ||||||
Business Acquisition [Line Items] | ||||||
Conversion of Towers Watson stock to Willis stock, conversion ratio | 2.6490 | |||||
Ordinary shares, $0.000115 nominal value | Towers Watson | ||||||
Business Acquisition [Line Items] | ||||||
Ordinary shares, nominal value (usd per share) | $ / shares | $ 0.000115 |
Merger - Preliminary Calculatio
Merger - Preliminary Calculation of Aggregate Merger Consideration (Details) $ / shares in Units, shares in Millions, $ in Millions | Jan. 04, 2016USD ($)$ / sharesshares | Sep. 30, 2016USD ($) | Dec. 29, 2015shares |
Business Acquisition [Line Items] | |||
Value of equity awards assumed | $ 37 | ||
Towers Watson | |||
Business Acquisition [Line Items] | |||
Number of shares of Towers Watson common stock outstanding as of January 4, 2016 | shares | 69 | 69 | |
Towers Watson | |||
Business Acquisition [Line Items] | |||
Exchange ratio | 2.6490 | ||
Fair value of 184 million Willis ordinary shares | $ 8,686 | ||
Value of equity awards assumed | 37 | ||
Aggregate Merger consideration | $ 8,723 | ||
Towers Watson | Willis Group Holdings | |||
Business Acquisition [Line Items] | |||
Number of Willis Group Holdings shares issued (prior to reverse stock split) | shares | 184 | ||
Willis Group Holdings price per share on January 4, 2016 (usd per share) | $ / shares | $ 47.18 |
Merger - Schedule of Fair Value
Merger - Schedule of Fair Values of the Identifiable Assets Acquired and Liabilities Assumed (Details) - USD ($) $ in Millions | Jan. 04, 2016 | Dec. 29, 2015 | Sep. 30, 2017 | Dec. 31, 2016 |
Business Acquisition [Line Items] | ||||
Goodwill | $ 10,529 | $ 10,413 | ||
Term loan due 2019 | Term Loan Facility | ||||
Business Acquisition [Line Items] | ||||
Term loan period | 1 year | |||
Towers Watson | ||||
Business Acquisition [Line Items] | ||||
Dividends paid | $ 694 | |||
Towers Watson | Towers Watson Debt, Due on Change of Control | ||||
Business Acquisition [Line Items] | ||||
Long-term debt | $ 400 | |||
Repayments of debt | 400 | |||
Towers Watson | Towers Watson Debt, Due on Change of Control | Term Loan | ||||
Business Acquisition [Line Items] | ||||
Face amount of note | 188 | |||
Towers Watson | Towers Watson Debt, Due on Change of Control | Line of Credit | Revolving Credit Facility | ||||
Business Acquisition [Line Items] | ||||
Maximum borrowing capacity | 212 | |||
Towers Watson | Towers Watson New Term Loan | Term Loan | ||||
Business Acquisition [Line Items] | ||||
Proceeds from issuance of debt | 340 | |||
Towers Watson | ||||
Business Acquisition [Line Items] | ||||
Cash and cash equivalents | 476 | |||
Accounts receivable, net | 825 | |||
Other current assets | 82 | |||
Fixed assets, net | 204 | |||
Goodwill | 6,783 | |||
Intangible assets | 3,991 | |||
Pension benefits assets | 67 | |||
Other non-current assets | 115 | |||
Deferred tax liabilities | (1,151) | |||
Liability for pension benefits | (923) | |||
Other current liabilities | (667) | |||
Other non-current liabilities | (331) | |||
Long term debt, including current portion | (740) | |||
Net assets acquired | 8,731 | |||
Non-controlling interests acquired | (8) | |||
Allocated aggregate Merger consideration | 8,723 | |||
Towers Watson | Towers Watson Accounts Payable, Accrued Liabilities, and Deferred Compensation | ||||
Business Acquisition [Line Items] | ||||
Other current liabilities | (348) | |||
Towers Watson | Towers Watson Employee-related Liabilities | ||||
Business Acquisition [Line Items] | ||||
Other current liabilities | (308) | |||
Towers Watson | Towers Watson Other Current Liabilities | ||||
Business Acquisition [Line Items] | ||||
Other current liabilities | (11) | |||
Towers Watson | Towers Watson Acquired Contingent Liabilities | ||||
Business Acquisition [Line Items] | ||||
Other non-current liabilities | $ (242) |
Merger - Schedule of Acquired I
Merger - Schedule of Acquired Intangible Assets (Details) - USD ($) $ in Millions | Jan. 04, 2016 | Sep. 30, 2017 |
Acquired Finite-Lived Intangible Assets [Line Items] | ||
Intangible assets acquired | $ 49 | |
Customer relationships | ||
Acquired Finite-Lived Intangible Assets [Line Items] | ||
Intangible assets acquired | 13 | |
Software - income approach | ||
Acquired Finite-Lived Intangible Assets [Line Items] | ||
Intangible assets acquired | 36 | |
Product | ||
Acquired Finite-Lived Intangible Assets [Line Items] | ||
Intangible assets acquired | 0 | |
Favorable agreements | ||
Acquired Finite-Lived Intangible Assets [Line Items] | ||
Intangible assets acquired | $ 0 | |
Towers Watson | ||
Acquired Finite-Lived Intangible Assets [Line Items] | ||
Intangible assets acquired | $ 3,991 | |
Towers Watson | Customer relationships | ||
Acquired Finite-Lived Intangible Assets [Line Items] | ||
Intangible assets acquired | $ 2,221 | |
Expected life (years) | 15 years | |
Towers Watson | Software - income approach | Income Approach | ||
Acquired Finite-Lived Intangible Assets [Line Items] | ||
Intangible assets acquired | $ 567 | |
Expected life (years) | 6 years 4 months 24 days | |
Towers Watson | Software - income approach | Cost Approach | ||
Acquired Finite-Lived Intangible Assets [Line Items] | ||
Intangible assets acquired | $ 108 | |
Expected life (years) | 4 years 10 months 24 days | |
Towers Watson | Product | ||
Acquired Finite-Lived Intangible Assets [Line Items] | ||
Intangible assets acquired | $ 42 | |
Expected life (years) | 17 years 6 months | |
Towers Watson | IPR&D | ||
Acquired Finite-Lived Intangible Assets [Line Items] | ||
Intangible assets acquired | $ 39 | |
Towers Watson | Trade name | ||
Acquired Finite-Lived Intangible Assets [Line Items] | ||
Intangible assets acquired | $ 1,003 | |
Expected life (years) | 25 years | |
Towers Watson | Favorable agreements | ||
Acquired Finite-Lived Intangible Assets [Line Items] | ||
Intangible assets acquired | $ 11 | |
Expected life (years) | 6 years 6 months |
Segment Information - Narrative
Segment Information - Narrative (Details) | 9 Months Ended |
Sep. 30, 2017segment | |
Segment Reporting [Abstract] | |
Number of operating segments | 4 |
Number of reportable segments | 4 |
Segment Information - Revenue (
Segment Information - Revenue (Net of Reimbursable Expenses) of the Reported Segments (Details) - USD ($) $ in Millions | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2017 | Sep. 30, 2016 | Sep. 30, 2017 | Sep. 30, 2016 | |
Segment Reporting Information [Line Items] | ||||
Segment commissions and fees | $ 1,832 | $ 1,761 | $ 6,065 | $ 5,874 |
Segment interest and other income | 20 | 16 | 59 | 86 |
Segment operating income | 41 | 1 | 628 | 463 |
Operating Segments | ||||
Segment Reporting Information [Line Items] | ||||
Segment commissions and fees | 1,816 | 1,746 | 6,001 | 5,866 |
Segment interest and other income | 19 | 15 | 56 | 85 |
Segment revenues | 1,835 | 1,761 | 6,057 | 5,951 |
Segment operating income | 266 | 234 | 1,351 | 1,283 |
Operating Segments | HCB | ||||
Segment Reporting Information [Line Items] | ||||
Segment commissions and fees | 736 | 720 | 2,405 | 2,377 |
Segment interest and other income | 0 | 0 | 15 | 9 |
Segment revenues | 736 | 720 | 2,420 | 2,386 |
Segment operating income | 143 | 127 | 615 | 568 |
Operating Segments | CRB | ||||
Segment Reporting Information [Line Items] | ||||
Segment commissions and fees | 581 | 553 | 1,855 | 1,821 |
Segment interest and other income | 5 | 8 | 16 | 20 |
Segment revenues | 586 | 561 | 1,871 | 1,841 |
Segment operating income | 48 | 46 | 270 | 255 |
Operating Segments | IRR | ||||
Segment Reporting Information [Line Items] | ||||
Segment commissions and fees | 320 | 312 | 1,205 | 1,190 |
Segment interest and other income | 14 | 7 | 25 | 55 |
Segment revenues | 334 | 319 | 1,230 | 1,245 |
Segment operating income | 39 | 38 | 358 | 360 |
Operating Segments | BDA | ||||
Segment Reporting Information [Line Items] | ||||
Segment commissions and fees | 179 | 161 | 536 | 478 |
Segment interest and other income | 0 | 0 | 0 | 1 |
Segment revenues | 179 | 161 | 536 | 479 |
Segment operating income | $ 36 | $ 23 | $ 108 | $ 100 |
Segment Information - Reconcili
Segment Information - Reconciliation of Information Reported by Segment to Consolidated Amounts (Details) - USD ($) $ in Millions | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2017 | Sep. 30, 2016 | Sep. 30, 2017 | Sep. 30, 2016 | |
Revenues: | ||||
Fair value adjustment for deferred revenue | $ 0 | $ 0 | $ 0 | $ (58) |
Reimbursable expenses and other | 17 | 16 | 67 | 67 |
Total revenues | 1,852 | 1,777 | 6,124 | 5,960 |
Total segment operating income | 41 | 1 | 628 | 463 |
Amortization | (141) | (157) | (441) | (443) |
Restructuring costs | (31) | (49) | (85) | (115) |
Transaction and integration expenses | (74) | (36) | (177) | (117) |
Provision for the Stanford litigation | 0 | 0 | 0 | (50) |
Other, net | 21 | 9 | (20) | (37) |
Interest expense | 47 | 45 | 139 | 138 |
Other expense, net | 29 | 14 | 79 | 26 |
(LOSS)/INCOME FROM OPERATIONS BEFORE INCOME TAXES AND INTEREST IN EARNINGS OF ASSOCIATES | (35) | (58) | 410 | 299 |
Operating Segments | ||||
Revenues: | ||||
Total segment revenues | 1,835 | 1,761 | 6,057 | 5,951 |
Fair value adjustment for deferred revenue | (58) | |||
Total segment operating income | $ 266 | $ 234 | $ 1,351 | $ 1,283 |
Restructuring Costs - Narrative
Restructuring Costs - Narrative (Details) $ in Millions | 3 Months Ended | 9 Months Ended | 12 Months Ended | 42 Months Ended | ||||
Sep. 30, 2017USD ($) | Sep. 30, 2016USD ($) | Sep. 30, 2017USD ($)Position | Sep. 30, 2016USD ($) | Dec. 31, 2016USD ($) | Dec. 31, 2015USD ($) | Dec. 31, 2014USD ($) | Jun. 30, 2017USD ($) | |
Restructuring Cost and Reserve [Line Items] | ||||||||
Restructuring costs | $ 31 | $ 49 | $ 85 | $ 115 | ||||
Expected cost | 130 | 130 | ||||||
Cumulative expected restructuring cost | 440 | $ 440 | ||||||
Operational Improvement Program | ||||||||
Restructuring Cost and Reserve [Line Items] | ||||||||
Number of support roles moved from higher cost locations to lower cost locations (more than) | Position | 3,500 | |||||||
Restructuring costs | $ 31 | 36 | $ 85 | 98 | $ 145 | $ 126 | $ 36 | $ 392 |
Business Restructure Program | ||||||||
Restructuring Cost and Reserve [Line Items] | ||||||||
Restructuring costs | $ 13 | $ 17 | $ 48 |
Restructuring Costs - Analysis
Restructuring Costs - Analysis of the Cost for Restructuring (Details) - USD ($) $ in Millions | 3 Months Ended | 9 Months Ended | 12 Months Ended | 42 Months Ended | ||||
Sep. 30, 2017 | Sep. 30, 2016 | Sep. 30, 2017 | Sep. 30, 2016 | Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2014 | Jun. 30, 2017 | |
Restructuring Cost and Reserve [Line Items] | ||||||||
Restructuring costs | $ 31 | $ 49 | $ 85 | $ 115 | ||||
Termination benefits | ||||||||
Restructuring Cost and Reserve [Line Items] | ||||||||
Restructuring costs | 6 | 16 | 19 | 30 | ||||
Professional services and other | ||||||||
Restructuring Cost and Reserve [Line Items] | ||||||||
Restructuring costs | 25 | 33 | 66 | 85 | ||||
Operating Segments | HCB | ||||||||
Restructuring Cost and Reserve [Line Items] | ||||||||
Restructuring costs | 1 | 12 | 2 | 14 | ||||
Operating Segments | HCB | Termination benefits | ||||||||
Restructuring Cost and Reserve [Line Items] | ||||||||
Restructuring costs | 0 | 12 | 0 | 14 | ||||
Operating Segments | HCB | Professional services and other | ||||||||
Restructuring Cost and Reserve [Line Items] | ||||||||
Restructuring costs | 1 | 0 | 2 | 0 | ||||
Operating Segments | CRB | ||||||||
Restructuring Cost and Reserve [Line Items] | ||||||||
Restructuring costs | 25 | 26 | 64 | 71 | ||||
Operating Segments | CRB | Termination benefits | ||||||||
Restructuring Cost and Reserve [Line Items] | ||||||||
Restructuring costs | 5 | 3 | 14 | 11 | ||||
Operating Segments | CRB | Professional services and other | ||||||||
Restructuring Cost and Reserve [Line Items] | ||||||||
Restructuring costs | 20 | 23 | 50 | 60 | ||||
Operating Segments | IRR | ||||||||
Restructuring Cost and Reserve [Line Items] | ||||||||
Restructuring costs | 2 | 1 | 7 | 5 | ||||
Operating Segments | IRR | Termination benefits | ||||||||
Restructuring Cost and Reserve [Line Items] | ||||||||
Restructuring costs | 0 | 0 | 3 | 3 | ||||
Operating Segments | IRR | Professional services and other | ||||||||
Restructuring Cost and Reserve [Line Items] | ||||||||
Restructuring costs | 2 | 1 | 4 | 2 | ||||
Operating Segments | BDA | ||||||||
Restructuring Cost and Reserve [Line Items] | ||||||||
Restructuring costs | 0 | 0 | 0 | 0 | ||||
Operating Segments | BDA | Termination benefits | ||||||||
Restructuring Cost and Reserve [Line Items] | ||||||||
Restructuring costs | 0 | 0 | 0 | 0 | ||||
Operating Segments | BDA | Professional services and other | ||||||||
Restructuring Cost and Reserve [Line Items] | ||||||||
Restructuring costs | 0 | 0 | 0 | 0 | ||||
Legacy Willis Corporate & Other | ||||||||
Restructuring Cost and Reserve [Line Items] | ||||||||
Restructuring costs | 3 | 10 | 12 | 25 | ||||
Legacy Willis Corporate & Other | Termination benefits | ||||||||
Restructuring Cost and Reserve [Line Items] | ||||||||
Restructuring costs | 1 | 1 | 2 | 2 | ||||
Legacy Willis Corporate & Other | Professional services and other | ||||||||
Restructuring Cost and Reserve [Line Items] | ||||||||
Restructuring costs | 2 | 9 | 10 | 23 | ||||
Operational Improvement Program | ||||||||
Restructuring Cost and Reserve [Line Items] | ||||||||
Restructuring costs | $ 31 | $ 36 | 85 | $ 98 | $ 145 | $ 126 | $ 36 | $ 392 |
Operational Improvement Program | Termination benefits | ||||||||
Restructuring Cost and Reserve [Line Items] | ||||||||
Restructuring costs | 19 | 23 | 36 | 16 | 94 | |||
Operational Improvement Program | Professional services and other | ||||||||
Restructuring Cost and Reserve [Line Items] | ||||||||
Restructuring costs | 66 | 122 | 90 | 20 | 298 | |||
Operational Improvement Program | Operating Segments | HCB | ||||||||
Restructuring Cost and Reserve [Line Items] | ||||||||
Restructuring costs | 7 | |||||||
Operational Improvement Program | Operating Segments | HCB | Termination benefits | ||||||||
Restructuring Cost and Reserve [Line Items] | ||||||||
Restructuring costs | 0 | 1 | 2 | 0 | 3 | |||
Operational Improvement Program | Operating Segments | HCB | Professional services and other | ||||||||
Restructuring Cost and Reserve [Line Items] | ||||||||
Restructuring costs | 2 | 1 | 1 | 0 | 4 | |||
Operational Improvement Program | Operating Segments | CRB | ||||||||
Restructuring Cost and Reserve [Line Items] | ||||||||
Restructuring costs | 262 | |||||||
Operational Improvement Program | Operating Segments | CRB | Termination benefits | ||||||||
Restructuring Cost and Reserve [Line Items] | ||||||||
Restructuring costs | 14 | 18 | 24 | 15 | 71 | |||
Operational Improvement Program | Operating Segments | CRB | Professional services and other | ||||||||
Restructuring Cost and Reserve [Line Items] | ||||||||
Restructuring costs | 50 | 81 | 57 | 3 | 191 | |||
Operational Improvement Program | Operating Segments | IRR | ||||||||
Restructuring Cost and Reserve [Line Items] | ||||||||
Restructuring costs | 24 | |||||||
Operational Improvement Program | Operating Segments | IRR | Termination benefits | ||||||||
Restructuring Cost and Reserve [Line Items] | ||||||||
Restructuring costs | 3 | 3 | 7 | 1 | 14 | |||
Operational Improvement Program | Operating Segments | IRR | Professional services and other | ||||||||
Restructuring Cost and Reserve [Line Items] | ||||||||
Restructuring costs | 4 | 4 | 2 | 0 | 10 | |||
Operational Improvement Program | Operating Segments | BDA | ||||||||
Restructuring Cost and Reserve [Line Items] | ||||||||
Restructuring costs | 0 | |||||||
Operational Improvement Program | Operating Segments | BDA | Termination benefits | ||||||||
Restructuring Cost and Reserve [Line Items] | ||||||||
Restructuring costs | 0 | 0 | 0 | 0 | 0 | |||
Operational Improvement Program | Operating Segments | BDA | Professional services and other | ||||||||
Restructuring Cost and Reserve [Line Items] | ||||||||
Restructuring costs | 0 | 0 | 0 | 0 | 0 | |||
Operational Improvement Program | Legacy Willis Corporate & Other | ||||||||
Restructuring Cost and Reserve [Line Items] | ||||||||
Restructuring costs | 99 | |||||||
Operational Improvement Program | Legacy Willis Corporate & Other | Termination benefits | ||||||||
Restructuring Cost and Reserve [Line Items] | ||||||||
Restructuring costs | 2 | 1 | 3 | 0 | 6 | |||
Operational Improvement Program | Legacy Willis Corporate & Other | Professional services and other | ||||||||
Restructuring Cost and Reserve [Line Items] | ||||||||
Restructuring costs | $ 10 | $ 36 | $ 30 | $ 17 | $ 93 |
Restructuring Costs - Restructu
Restructuring Costs - Restructuring Liability (Details) - USD ($) $ in Millions | 3 Months Ended | 9 Months Ended | 12 Months Ended | 42 Months Ended | ||||
Sep. 30, 2017 | Sep. 30, 2016 | Sep. 30, 2017 | Sep. 30, 2016 | Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2014 | Jun. 30, 2017 | |
Restructuring Reserve [Roll Forward] | ||||||||
Charges incurred | $ 31 | $ 49 | $ 85 | $ 115 | ||||
Operational Improvement Program | ||||||||
Restructuring Reserve [Roll Forward] | ||||||||
Restructuring liability, beginning balance | 25 | 26 | $ 26 | $ 11 | $ 0 | $ 0 | ||
Charges incurred | 31 | 36 | 85 | 98 | 145 | 126 | 36 | 392 |
Cash payments | (94) | (146) | (111) | (25) | ||||
Restructuring liability, ending balance | 16 | 16 | 25 | 26 | 11 | |||
Business Restructure Program | ||||||||
Restructuring Reserve [Roll Forward] | ||||||||
Restructuring liability, beginning balance | 26 | 0 | 0 | |||||
Charges incurred | 13 | 17 | 48 | |||||
Cash payments | (21) | (22) | ||||||
Restructuring liability, ending balance | 5 | 5 | 26 | 0 | ||||
Termination benefits | ||||||||
Restructuring Reserve [Roll Forward] | ||||||||
Charges incurred | 6 | 16 | 19 | 30 | ||||
Termination benefits | Operational Improvement Program | ||||||||
Restructuring Reserve [Roll Forward] | ||||||||
Restructuring liability, beginning balance | 7 | 15 | 15 | 5 | 0 | 0 | ||
Charges incurred | 19 | 23 | 36 | 16 | 94 | |||
Cash payments | (16) | (31) | (26) | (11) | ||||
Restructuring liability, ending balance | 10 | 10 | 7 | 15 | 5 | |||
Termination benefits | Business Restructure Program | ||||||||
Restructuring Reserve [Roll Forward] | ||||||||
Restructuring liability, beginning balance | 26 | 0 | 0 | |||||
Charges incurred | 45 | |||||||
Cash payments | (21) | (19) | ||||||
Restructuring liability, ending balance | 5 | 5 | 26 | 0 | ||||
Professional services and other | ||||||||
Restructuring Reserve [Roll Forward] | ||||||||
Charges incurred | 25 | $ 33 | 66 | 85 | ||||
Professional services and other | Operational Improvement Program | ||||||||
Restructuring Reserve [Roll Forward] | ||||||||
Restructuring liability, beginning balance | 18 | 11 | 11 | 6 | 0 | 0 | ||
Charges incurred | 66 | 122 | 90 | 20 | $ 298 | |||
Cash payments | (78) | (115) | (85) | (14) | ||||
Restructuring liability, ending balance | 6 | 6 | 18 | 11 | $ 6 | |||
Professional services and other | Business Restructure Program | ||||||||
Restructuring Reserve [Roll Forward] | ||||||||
Restructuring liability, beginning balance | 0 | $ 0 | 0 | |||||
Charges incurred | 3 | |||||||
Cash payments | 0 | (3) | ||||||
Restructuring liability, ending balance | $ 0 | $ 0 | $ 0 | $ 0 |
Income Taxes (Details)
Income Taxes (Details) - USD ($) $ in Millions | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2017 | Sep. 30, 2016 | Sep. 30, 2017 | Sep. 30, 2016 | |
Operating Loss Carryforwards [Line Items] | ||||
Provision for/(benefit from) income taxes | $ 19 | $ (26) | $ 73 | $ 11 |
Effective tax rate | (53.00%) | 45.90% | 17.70% | 3.50% |
U.S. statutory tax rate | 35.00% | |||
Liability for uncertain tax position | $ 57 | $ 57 | ||
Minimum | ||||
Operating Loss Carryforwards [Line Items] | ||||
Expected decrease in liability for uncertain tax position | 4 | 4 | ||
Maximum | ||||
Operating Loss Carryforwards [Line Items] | ||||
Expected decrease in liability for uncertain tax position | $ 7 | $ 7 |
Goodwill and Other Intangible54
Goodwill and Other Intangible Assets - Components of Goodwill (Details) $ in Millions | 9 Months Ended |
Sep. 30, 2017USD ($) | |
Goodwill [Roll Forward] | |
Goodwill, gross, beginning balance | $ 10,905 |
Accumulated impairment losses, beginning balance | (492) |
Goodwill, net, beginning balance | 10,413 |
Goodwill reassigned in segment realignment | 0 |
Goodwill acquired during the period | 8 |
Goodwill disposed of during the period | 31 |
Foreign exchange | 139 |
Goodwill, gross, ending balance | 11,021 |
Accumulated impairment losses, ending balance | (492) |
Goodwill, net, ending balance | 10,529 |
HCB | |
Goodwill [Roll Forward] | |
Goodwill, gross, beginning balance | 4,412 |
Accumulated impairment losses, beginning balance | (130) |
Goodwill, net, beginning balance | 4,282 |
Goodwill reassigned in segment realignment | (113) |
Goodwill acquired during the period | 0 |
Goodwill disposed of during the period | 31 |
Foreign exchange | 64 |
Goodwill, gross, ending balance | 4,332 |
Accumulated impairment losses, ending balance | (130) |
Goodwill, net, ending balance | 4,202 |
CRB | |
Goodwill [Roll Forward] | |
Goodwill, gross, beginning balance | 2,178 |
Accumulated impairment losses, beginning balance | (362) |
Goodwill, net, beginning balance | 1,816 |
Goodwill reassigned in segment realignment | 13 |
Goodwill acquired during the period | 8 |
Goodwill disposed of during the period | 0 |
Foreign exchange | 57 |
Goodwill, gross, ending balance | 2,256 |
Accumulated impairment losses, ending balance | (362) |
Goodwill, net, ending balance | 1,894 |
IRR | |
Goodwill [Roll Forward] | |
Goodwill, gross, beginning balance | 1,758 |
Accumulated impairment losses, beginning balance | 0 |
Goodwill, net, beginning balance | 1,758 |
Goodwill reassigned in segment realignment | 100 |
Goodwill acquired during the period | 0 |
Goodwill disposed of during the period | 0 |
Foreign exchange | 18 |
Goodwill, gross, ending balance | 1,876 |
Accumulated impairment losses, ending balance | 0 |
Goodwill, net, ending balance | 1,876 |
BDA | |
Goodwill [Roll Forward] | |
Goodwill, gross, beginning balance | 2,557 |
Accumulated impairment losses, beginning balance | 0 |
Goodwill, net, beginning balance | 2,557 |
Goodwill reassigned in segment realignment | 0 |
Goodwill acquired during the period | 0 |
Goodwill disposed of during the period | 0 |
Foreign exchange | 0 |
Goodwill, gross, ending balance | 2,557 |
Accumulated impairment losses, ending balance | 0 |
Goodwill, net, ending balance | $ 2,557 |
Goodwill and Other Intangible55
Goodwill and Other Intangible Assets - Finite-Lived Intangible Assets and Liabilities (Details) - USD ($) $ in Millions | 3 Months Ended | 9 Months Ended | |||
Sep. 30, 2017 | Sep. 30, 2016 | Sep. 30, 2017 | Sep. 30, 2016 | Dec. 31, 2016 | |
Finite-lived Intangible Assets [Roll Forward] | |||||
Balance at December 31, 2016 | $ 4,332 | ||||
Intangible assets acquired | 49 | ||||
Intangible assets disposed | (23) | ||||
Amortization(ii) | $ (141) | $ (157) | (441) | $ (443) | |
Foreign Exchange | 118 | ||||
Balance at September 30, 2017 | 4,034 | 4,034 | |||
Finite-lived intangible assets, gross carrying amount | 5,418 | 5,418 | $ 5,275 | ||
Finite-lived intangible assets, accumulated amortization | (1,384) | (1,384) | (943) | ||
Amortization of intangible assets, excluding above market leases | 442 | ||||
Finite-lived intangible liabilities, gross carrying amount | 34 | 34 | 34 | ||
Finite-lived intangible liabilities, accumulated amortization | (7) | (7) | (5) | ||
Client relationships | |||||
Finite-lived Intangible Assets [Roll Forward] | |||||
Balance at December 31, 2016 | 2,655 | ||||
Intangible assets acquired | 13 | ||||
Intangible assets disposed | (22) | ||||
Amortization(ii) | (289) | ||||
Foreign Exchange | 89 | ||||
Balance at September 30, 2017 | 2,446 | 2,446 | |||
Finite-lived intangible assets, gross carrying amount | 3,476 | 3,476 | 3,396 | ||
Finite-lived intangible assets, accumulated amortization | (1,030) | (1,030) | (741) | ||
Management contracts | |||||
Finite-lived Intangible Assets [Roll Forward] | |||||
Balance at December 31, 2016 | 54 | ||||
Intangible assets acquired | 0 | ||||
Intangible assets disposed | 0 | ||||
Amortization(ii) | (3) | ||||
Foreign Exchange | 7 | ||||
Balance at September 30, 2017 | 58 | 58 | |||
Finite-lived intangible assets, gross carrying amount | 69 | 69 | 62 | ||
Finite-lived intangible assets, accumulated amortization | (11) | (11) | (8) | ||
Software | |||||
Finite-lived Intangible Assets [Roll Forward] | |||||
Balance at December 31, 2016 | 570 | ||||
Intangible assets acquired | 36 | ||||
Intangible assets disposed | 0 | ||||
Amortization(ii) | (112) | ||||
Foreign Exchange | 14 | ||||
Balance at September 30, 2017 | 508 | 508 | |||
Finite-lived intangible assets, gross carrying amount | 762 | 762 | 711 | ||
Finite-lived intangible assets, accumulated amortization | (254) | (254) | (141) | ||
Trademark and trade name | |||||
Finite-lived Intangible Assets [Roll Forward] | |||||
Balance at December 31, 2016 | 1,006 | ||||
Intangible assets acquired | 0 | ||||
Intangible assets disposed | (1) | ||||
Amortization(ii) | (34) | ||||
Foreign Exchange | 5 | ||||
Balance at September 30, 2017 | 976 | 976 | |||
Finite-lived intangible assets, gross carrying amount | 1,054 | 1,054 | 1,051 | ||
Finite-lived intangible assets, accumulated amortization | (78) | (78) | (45) | ||
Product | |||||
Finite-lived Intangible Assets [Roll Forward] | |||||
Balance at December 31, 2016 | 33 | ||||
Intangible assets acquired | 0 | ||||
Intangible assets disposed | 0 | ||||
Amortization(ii) | (2) | ||||
Foreign Exchange | 2 | ||||
Balance at September 30, 2017 | 33 | 33 | |||
Finite-lived intangible assets, gross carrying amount | 38 | 38 | 36 | ||
Finite-lived intangible assets, accumulated amortization | (5) | (5) | (3) | ||
Favorable agreements | |||||
Finite-lived Intangible Assets [Roll Forward] | |||||
Balance at December 31, 2016 | 11 | ||||
Intangible assets acquired | 0 | ||||
Intangible assets disposed | 0 | ||||
Amortization(ii) | (1) | ||||
Foreign Exchange | 1 | ||||
Balance at September 30, 2017 | 11 | 11 | |||
Finite-lived intangible assets, gross carrying amount | 14 | 14 | 13 | ||
Finite-lived intangible assets, accumulated amortization | (3) | (3) | (2) | ||
Other | |||||
Finite-lived Intangible Assets [Roll Forward] | |||||
Balance at December 31, 2016 | 3 | ||||
Intangible assets acquired | 0 | ||||
Intangible assets disposed | 0 | ||||
Amortization(ii) | (1) | ||||
Foreign Exchange | 0 | ||||
Balance at September 30, 2017 | 2 | 2 | |||
Finite-lived intangible assets, gross carrying amount | 5 | 5 | 6 | ||
Finite-lived intangible assets, accumulated amortization | $ (3) | $ (3) | $ (3) |
Goodwill and Other Intangible56
Goodwill and Other Intangible Assets - Narrative (Details) - USD ($) $ in Millions | 3 Months Ended | 9 Months Ended | |||||
Sep. 30, 2017 | Sep. 30, 2016 | Sep. 30, 2017 | Sep. 30, 2016 | Mar. 31, 2017 | Dec. 31, 2016 | Jan. 04, 2016 | |
Finite-Lived Intangible Assets [Line Items] | |||||||
Amortization of Intangible Assets | $ 141 | $ 157 | $ 441 | $ 443 | |||
Amortization of intangible assets, excluding above market leases | 442 | ||||||
Acquired unfavorable lease liabilities | $ 27 | $ 27 | $ 29 | ||||
Weighted average remaining life of amortizable intangible assets | 14 years 6 months | ||||||
In Process Research and Development | |||||||
Finite-Lived Intangible Assets [Line Items] | |||||||
Intangible asset | $ 36 | $ 39 |
Goodwill and Other Intangible57
Goodwill and Other Intangible Assets - Schedule of Future Amortization Expense and Rent Offset (Details) $ in Millions | Sep. 30, 2017USD ($) |
Finite-Lived Intangible Assets, Amortization Expense, Maturity Schedule [Abstract] | |
Remainder of 2017 | $ 142 |
2,018 | 536 |
2,019 | 478 |
2,020 | 427 |
2,021 | 348 |
Thereafter | 2,092 |
Total | 4,023 |
Rent offset | |
Remainder of 2017 | (1) |
2,018 | (4) |
2,019 | (2) |
2,020 | (2) |
2,021 | (2) |
Thereafter | (5) |
Total | $ (16) |
Derivative Financial Instrume58
Derivative Financial Instruments (Details) - USD ($) | 3 Months Ended | 9 Months Ended | |||
Sep. 30, 2017 | Sep. 30, 2016 | Sep. 30, 2017 | Sep. 30, 2016 | Dec. 31, 2016 | |
Derivative [Line Items] | |||||
Loss on derivatives to be reclassified within the next twelve months | $ 33,000,000 | ||||
Maximum | |||||
Derivative [Line Items] | |||||
Longest outstanding maturity | 2 years 8 months | ||||
Not Designated as Hedging Instrument | Forward exchange contracts | |||||
Derivative [Line Items] | |||||
Derivative, notional amount | $ 569,000,000 | $ 569,000,000 | $ 630,000,000 | ||
Derivative liability, fair value | 1,000,000 | 1,000,000 | 8,000,000 | ||
Cash Flow Hedges | Designated as Hedging Instrument | Interest rate swaps | |||||
Derivative [Line Items] | |||||
Derivative, notional amount | 300,000,000 | 300,000,000 | 300,000,000 | ||
Derivative liability, fair value | 1,000,000 | 1,000,000 | 0 | ||
Cash Flow Hedges | Designated as Hedging Instrument | Forward exchange contracts | |||||
Derivative [Line Items] | |||||
Derivative, notional amount | 776,000,000 | 776,000,000 | 945,000,000 | ||
Derivative liability, fair value | 34,000,000 | 34,000,000 | $ 110,000,000 | ||
Gain/(loss) recognized in OCI (effective portion) | 12,000,000 | $ (6,000,000) | 24,000,000 | $ (81,000,000) | |
Loss reclassified from Accumulated OCI into income (effective element) | (10,000,000) | (14,000,000) | (53,000,000) | (28,000,000) | |
Gain/(loss) recognized in income (ineffective portion and amount excluded from effectiveness testing) | 0 | 0 | 1,000,000 | (1,000,000) | |
Other expense, net | Not Designated as Hedging Instrument | Forward exchange contracts | |||||
Derivative [Line Items] | |||||
(Loss)/gain recognized in income | $ (3,000,000) | $ 4,000,000 | $ 6,000,000 | $ (6,000,000) |
Debt - Schedule of Short-term D
Debt - Schedule of Short-term Debt and Current Maturities of Long-Term Debt (Details) - USD ($) $ in Millions | Jan. 04, 2016 | Sep. 30, 2017 | Jun. 30, 2017 | Dec. 31, 2016 |
Short-term Debt [Line Items] | ||||
Short-term debt and current portion of long-term debt | $ 85 | $ 508 | ||
Senior Notes | 6.200% senior notes due 2017 | ||||
Short-term Debt [Line Items] | ||||
Short-term debt and current portion of long-term debt | $ 0 | 394 | ||
Stated interest rate | 6.20% | 6.20% | ||
Term Loan Facility | 7-year term loan facility | ||||
Short-term Debt [Line Items] | ||||
Short-term debt and current portion of long-term debt | $ 0 | 22 | ||
Term loan period | 7 years | |||
Term Loan Facility | Term loan due 2019 | ||||
Short-term Debt [Line Items] | ||||
Short-term debt and current portion of long-term debt | $ 85 | 85 | ||
Term loan period | 1 year | |||
Bank Overdrafts | ||||
Short-term Debt [Line Items] | ||||
Short-term debt and current portion of long-term debt | 0 | 5 | ||
Other debt | ||||
Short-term Debt [Line Items] | ||||
Short-term debt and current portion of long-term debt | $ 0 | $ 2 |
Debt - Schedule of Long-term De
Debt - Schedule of Long-term Debt (Details) - USD ($) | 9 Months Ended | |||
Sep. 30, 2017 | May 16, 2017 | Mar. 07, 2017 | Dec. 31, 2016 | |
Debt Instrument [Line Items] | ||||
Short-term debt and current portion of long-term debt | $ 85,000,000 | $ 508,000,000 | ||
Long-term debt, excluding current maturities | 4,493,000,000 | 3,357,000,000 | ||
Line of Credit | Revolving Credit Facility | Revolving $1.25 billion credit facility | ||||
Debt Instrument [Line Items] | ||||
Long-term debt, excluding current maturities | 917,000,000 | 0 | ||
Maximum borrowing capacity | 1,250,000,000 | $ 1,250,000,000 | ||
Line of Credit | Revolving Credit Facility | Revolving $800 million credit facility | ||||
Debt Instrument [Line Items] | ||||
Long-term debt, excluding current maturities | 0 | 238,000,000 | ||
Maximum borrowing capacity | 800,000,000 | 800,000,000 | ||
Term Loan | 7-year term loan facility | ||||
Debt Instrument [Line Items] | ||||
Long-term debt, excluding current maturities | $ 0 | 196,000,000 | ||
Term loan period | 7 years | |||
Term Loan | Term loan due 2019 | ||||
Debt Instrument [Line Items] | ||||
Long-term debt, excluding current maturities | $ 105,000,000 | 169,000,000 | ||
Senior Notes | 7.000% senior notes due 2019 | ||||
Debt Instrument [Line Items] | ||||
Long-term debt, excluding current maturities | $ 186,000,000 | 186,000,000 | ||
Stated interest rate | 7.00% | |||
Senior Notes | 5.750% senior notes due 2021 | ||||
Debt Instrument [Line Items] | ||||
Long-term debt, excluding current maturities | $ 496,000,000 | 496,000,000 | ||
Stated interest rate | 5.75% | |||
Senior Notes | 3.500% senior notes due 2021 | ||||
Debt Instrument [Line Items] | ||||
Long-term debt, excluding current maturities | $ 447,000,000 | 446,000,000 | ||
Stated interest rate | 3.50% | |||
Senior Notes | 2.125% senior notes due 2022 (i) | ||||
Debt Instrument [Line Items] | ||||
Long-term debt, excluding current maturities | $ 635,000,000 | 565,000,000 | ||
Stated interest rate | 2.125% | |||
Senior Notes | 4.625% senior notes due 2023 | ||||
Debt Instrument [Line Items] | ||||
Long-term debt, excluding current maturities | $ 248,000,000 | 247,000,000 | ||
Stated interest rate | 4.625% | |||
Senior Notes | 3.600% senior notes due 2024 | ||||
Debt Instrument [Line Items] | ||||
Long-term debt, excluding current maturities | $ 645,000,000 | 0 | ||
Stated interest rate | 3.60% | |||
Senior Notes | 4.625% senior notes due 2023 | ||||
Debt Instrument [Line Items] | ||||
Long-term debt, excluding current maturities | $ 543,000,000 | 543,000,000 | ||
Stated interest rate | 4.40% | |||
Senior Notes | 4.400% senior notes due 2026 | ||||
Debt Instrument [Line Items] | ||||
Long-term debt, excluding current maturities | $ 271,000,000 | $ 271,000,000 | ||
Stated interest rate | 6.125% |
Debt - Narrative (Details)
Debt - Narrative (Details) € in Millions | May 16, 2017USD ($) | Mar. 28, 2017USD ($) | Mar. 07, 2017USD ($) | Sep. 30, 2017USD ($) | Jun. 30, 2017USD ($) | Jun. 30, 2017EUR (€) | Dec. 31, 2016USD ($) |
Line of Credit | Revolving Credit Facility | Revolving $1.25 billion credit facility | |||||||
Debt Instrument [Line Items] | |||||||
Maximum borrowing capacity | $ 1,250,000,000 | $ 1,250,000,000 | |||||
Long-term borrowings outstanding | $ 409,000,000 | € 45 | |||||
Line of Credit | Revolving Credit Facility | Revolving $1.25 billion credit facility | LIBOR | Minimum | |||||||
Debt Instrument [Line Items] | |||||||
Interest rate spread (as a percent) | 1.00% | ||||||
Line of Credit | Revolving Credit Facility | Revolving $1.25 billion credit facility | LIBOR | Maximum | |||||||
Debt Instrument [Line Items] | |||||||
Interest rate spread (as a percent) | 1.75% | ||||||
Line of Credit | Revolving Credit Facility | Revolving $1.25 billion credit facility | Bank Base Rate | Minimum | |||||||
Debt Instrument [Line Items] | |||||||
Interest rate spread (as a percent) | 0.00% | ||||||
Line of Credit | Revolving Credit Facility | Revolving $1.25 billion credit facility | Bank Base Rate | Maximum | |||||||
Debt Instrument [Line Items] | |||||||
Interest rate spread (as a percent) | 0.75% | ||||||
Line of Credit | Revolving Credit Facility | Revolving $800 million Credit Facility | |||||||
Debt Instrument [Line Items] | |||||||
Maximum borrowing capacity | $ 800,000,000 | $ 800,000,000 | |||||
Term Loan | 7-year term loan facility | |||||||
Debt Instrument [Line Items] | |||||||
Term loan period | 7 years | ||||||
Senior Notes | 3.600% senior notes due 2024 | |||||||
Debt Instrument [Line Items] | |||||||
Stated interest rate | 3.60% | ||||||
Face amount of note | $ 650,000,000 | ||||||
Effective interest rate | 3.614% | ||||||
Proceeds from offering, net | $ 644,000,000 | ||||||
Senior Notes | 6.200% senior notes due 2017 | |||||||
Debt Instrument [Line Items] | |||||||
Repayments of debt | $ 407,000,000 | ||||||
Senior Notes | 6.200% senior notes due 2017 | |||||||
Debt Instrument [Line Items] | |||||||
Stated interest rate | 6.20% | 6.20% | 6.20% |
Fair Value Measurements - Sched
Fair Value Measurements - Schedule of Assets and Liabilities Measured at Fair Value on Recurring Basis (Details) - USD ($) $ in Millions | Sep. 30, 2017 | Dec. 31, 2016 |
Contingent consideration | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Fair Value Inputs, Discount Rate | 9.39% | 10.76% |
Recurring | ||
Assets: | ||
Mutual funds / exchange traded funds | $ 40 | $ 37 |
Derivative financial instruments | 11 | 15 |
Liabilities: | ||
Contingent consideration | 44 | 55 |
Derivative financial instruments | 47 | 133 |
Recurring | Level 1 | ||
Assets: | ||
Mutual funds / exchange traded funds | 40 | 37 |
Derivative financial instruments | 0 | 0 |
Liabilities: | ||
Contingent consideration | 0 | 0 |
Derivative financial instruments | 0 | 0 |
Recurring | Level 2 | ||
Assets: | ||
Mutual funds / exchange traded funds | 0 | 0 |
Derivative financial instruments | 11 | 15 |
Liabilities: | ||
Contingent consideration | 0 | 0 |
Derivative financial instruments | 47 | 133 |
Recurring | Level 3 | ||
Assets: | ||
Mutual funds / exchange traded funds | 0 | 0 |
Derivative financial instruments | 0 | 0 |
Liabilities: | ||
Contingent consideration | 44 | 55 |
Derivative financial instruments | $ 0 | $ 0 |
Fair Value Measurements - Fair
Fair Value Measurements - Fair Value Liabilities Measured Using Significant Unobservable Inputs Level 3 (Details) $ in Millions | 9 Months Ended |
Sep. 30, 2017USD ($) | |
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward] | |
Balance as of beginning of period | $ 55 |
Obligations assumed | 0 |
Payments | (9) |
Realized and unrealized losses | (6) |
Foreign exchange | 4 |
Balance as of end of period | $ 44 |
Fair Value Measurements - Sch64
Fair Value Measurements - Schedule of Liabilities Whose Carrying Values Differ From the Fair Value and are Not Measured on a Recurring Basis (Details) - Nonrecurring - USD ($) $ in Millions | Sep. 30, 2017 | Dec. 31, 2016 |
Carrying Value | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Short-term debt and current portion of long-term debt | $ 85 | $ 508 |
Long-term debt | 4,493 | 3,357 |
Fair Value | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Short-term debt and current portion of long-term debt | 85 | 513 |
Long-term debt | $ 4,332 | $ 3,504 |
Retirement Benefits - Narrative
Retirement Benefits - Narrative (Details) - USD ($) | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2017 | Sep. 30, 2016 | Sep. 30, 2017 | Sep. 30, 2016 | |
Defined Benefit Plan Disclosure [Line Items] | ||||
Portion of pension and OPEB obligation attributed to disclosed plans (as a percent) | 99.00% | |||
Defined contribution plan, employer contribution | $ 39,000,000 | $ 37,000,000 | $ 118,000,000 | $ 118,000,000 |
U.S. | ||||
Defined Benefit Plan Disclosure [Line Items] | ||||
Funding of defined benefit pension plans | 50,000,000 | |||
Defined benefit plan, estimated future employer contributions, remainder of fiscal year | 0 | |||
U.K. | ||||
Defined Benefit Plan Disclosure [Line Items] | ||||
Funding of defined benefit pension plans | 45,000,000 | |||
Defined benefit plan, estimated future employer contributions, remainder of fiscal year | $ 18,000,000 | |||
Other | ||||
Defined Benefit Plan Disclosure [Line Items] | ||||
Funding of defined benefit pension plans | 11,000,000 | |||
Defined benefit plan, estimated future employer contributions, remainder of fiscal year | $ 4,000,000 |
Retirement Benefits - Net Perio
Retirement Benefits - Net Periodic Benefit Cost (Details) - USD ($) $ in Millions | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2017 | Sep. 30, 2016 | Sep. 30, 2017 | Sep. 30, 2016 | |
U.S. | ||||
Defined Benefit Plan Disclosure [Line Items] | ||||
Service cost | $ 16 | $ 15 | $ 49 | $ 44 |
Interest cost | 34 | 34 | 104 | 102 |
Expected return on plan assets | (61) | (61) | (184) | (180) |
Settlement | 1 | 0 | 1 | 0 |
Amortization of net loss | 4 | 3 | 10 | 8 |
Amortization of prior service credit | 0 | 0 | 0 | 0 |
Net periodic benefit (income)/cost | (6) | (9) | (20) | (26) |
U.K. | ||||
Defined Benefit Plan Disclosure [Line Items] | ||||
Service cost | 8 | 6 | 23 | 19 |
Interest cost | 23 | 26 | 69 | 83 |
Expected return on plan assets | (72) | (58) | (211) | (186) |
Settlement | 0 | 0 | 0 | 0 |
Amortization of net loss | 13 | 10 | 39 | 32 |
Amortization of prior service credit | (4) | (5) | (13) | (15) |
Net periodic benefit (income)/cost | (32) | (21) | (93) | (67) |
Other | ||||
Defined Benefit Plan Disclosure [Line Items] | ||||
Service cost | 6 | 5 | 15 | 14 |
Interest cost | 4 | 6 | 13 | 20 |
Expected return on plan assets | (7) | (8) | (22) | (26) |
Settlement | 0 | 0 | 0 | 2 |
Amortization of net loss | 0 | 0 | 1 | 1 |
Amortization of prior service credit | 0 | 0 | 0 | 0 |
Net periodic benefit (income)/cost | 3 | 3 | 7 | 11 |
PRW | ||||
Defined Benefit Plan Disclosure [Line Items] | ||||
Service cost | 0 | 0 | 0 | 0 |
Interest cost | 1 | 1 | 3 | 3 |
Expected return on plan assets | 0 | 0 | 0 | 0 |
Settlement | 0 | 0 | 0 | 0 |
Amortization of net loss | 0 | 0 | 0 | 0 |
Amortization of prior service credit | 0 | 0 | 0 | 0 |
Net periodic benefit (income)/cost | $ 1 | $ 1 | $ 3 | $ 3 |
Commitments and Contingencies (
Commitments and Contingencies (Details) | Mar. 01, 2017USD ($) | Sep. 12, 2016USD ($)plaintiff | Aug. 05, 2016USD ($)plaintiff | Mar. 31, 2016USD ($) | Jul. 21, 2015 | Jul. 15, 2015 | Aug. 01, 2014USD ($) | Jan. 10, 2014plaintiff | Oct. 01, 2013USD ($) | Aug. 06, 2013plaintiff | Jun. 20, 2013lawsuit | Jun. 11, 2013lawsuit | Jun. 03, 2013lawsuit | Feb. 14, 2013USD ($)lawsuitplaintiff | Feb. 08, 2013USD ($)plaintiff | Mar. 11, 2011USD ($)plaintiff | Sep. 16, 2010USD ($)plaintiff | Sep. 14, 2009USD ($)plaintiff | Aug. 06, 2009USD ($) | Jul. 02, 2009USD ($) | Mar. 23, 2016complaintshareholdershares | Dec. 10, 2015plaintiff | Sep. 30, 2017USD ($)$ / shares | Sep. 30, 2016USD ($) | Mar. 31, 2016USD ($) | Dec. 31, 2015USD ($) | Sep. 30, 2017USD ($)lawsuit | Sep. 30, 2016USD ($) | Dec. 31, 2015USD ($) | Jul. 01, 2017USD ($) | May 09, 2016complaint | Mar. 25, 2014action |
Loss Contingencies [Line Items] | ||||||||||||||||||||||||||||||||
Provision for litigation losses | $ 0 | $ 0 | $ 0 | $ 50,000,000 | ||||||||||||||||||||||||||||
Stanford Financial Group | ||||||||||||||||||||||||||||||||
Loss Contingencies [Line Items] | ||||||||||||||||||||||||||||||||
Number of complaints filed | lawsuit | 15 | |||||||||||||||||||||||||||||||
de Gadala-Maria, et al. v. Willis Group Holdings Public Limited Company, et al. | ||||||||||||||||||||||||||||||||
Loss Contingencies [Line Items] | ||||||||||||||||||||||||||||||||
Period to replead dismissed claim | 21 days | |||||||||||||||||||||||||||||||
Pending Litigation | Canabal, et al. v. Willis of Colorado, Inc., et al. | ||||||||||||||||||||||||||||||||
Loss Contingencies [Line Items] | ||||||||||||||||||||||||||||||||
Damages sought (in excess of) | $ 1,000,000,000 | |||||||||||||||||||||||||||||||
Pending Litigation | Rupert, et al. v. Winter, et al. | ||||||||||||||||||||||||||||||||
Loss Contingencies [Line Items] | ||||||||||||||||||||||||||||||||
Number of plaintiffs | plaintiff | 97 | |||||||||||||||||||||||||||||||
Damages sought (in excess of) | $ 300,000,000 | |||||||||||||||||||||||||||||||
Pending Litigation | Casanova, et al. v. Willis of Colorado, Inc., et al. | ||||||||||||||||||||||||||||||||
Loss Contingencies [Line Items] | ||||||||||||||||||||||||||||||||
Number of plaintiffs | plaintiff | 7 | |||||||||||||||||||||||||||||||
Damages sought (in excess of) | $ 5,000,000 | |||||||||||||||||||||||||||||||
Pending Litigation | Rishmague, et ano. v. Winter, et al. | ||||||||||||||||||||||||||||||||
Loss Contingencies [Line Items] | ||||||||||||||||||||||||||||||||
Number of plaintiffs | plaintiff | 2 | |||||||||||||||||||||||||||||||
Damages sought (in excess of) | $ 37,000,000 | |||||||||||||||||||||||||||||||
Pending Litigation | MacArthur v. Winter, et al. | ||||||||||||||||||||||||||||||||
Loss Contingencies [Line Items] | ||||||||||||||||||||||||||||||||
Number of plaintiffs | plaintiff | 2 | |||||||||||||||||||||||||||||||
Damages sought (in excess of) | $ 4,000,000 | |||||||||||||||||||||||||||||||
Pending Litigation | Stanford Financial Group, Florida Suits | ||||||||||||||||||||||||||||||||
Loss Contingencies [Line Items] | ||||||||||||||||||||||||||||||||
Number of complaints filed | lawsuit | 5 | |||||||||||||||||||||||||||||||
Number of cases removed | lawsuit | 5 | |||||||||||||||||||||||||||||||
Number of cases moved to stay | lawsuit | 4 | |||||||||||||||||||||||||||||||
Number of cases transferred | lawsuit | 5 | |||||||||||||||||||||||||||||||
Period that case is stayed | 7 days | |||||||||||||||||||||||||||||||
Pending Litigation | Barbar, et al. v. Willis Group Holdings Public Limited Company, et al. | ||||||||||||||||||||||||||||||||
Loss Contingencies [Line Items] | ||||||||||||||||||||||||||||||||
Number of plaintiffs | plaintiff | 35 | |||||||||||||||||||||||||||||||
Damages sought (in excess of) | $ 30,000,000 | |||||||||||||||||||||||||||||||
Pending Litigation | de Gadala-Maria, et al. v. Willis Group Holdings Public Limited Company, et al. | ||||||||||||||||||||||||||||||||
Loss Contingencies [Line Items] | ||||||||||||||||||||||||||||||||
Number of plaintiffs | plaintiff | 64 | |||||||||||||||||||||||||||||||
Damages sought (in excess of) | $ 83,500,000 | |||||||||||||||||||||||||||||||
Pending Litigation | Ranni, et ano. v. Willis Group Holdings Public Limited Company, et al. | ||||||||||||||||||||||||||||||||
Loss Contingencies [Line Items] | ||||||||||||||||||||||||||||||||
Number of plaintiffs | plaintiff | 2 | |||||||||||||||||||||||||||||||
Damages sought (in excess of) | $ 3,000,000 | |||||||||||||||||||||||||||||||
Pending Litigation | Tisminesky, et al. v. Willis Group Holdings Public Limited Company, et al. | ||||||||||||||||||||||||||||||||
Loss Contingencies [Line Items] | ||||||||||||||||||||||||||||||||
Number of plaintiffs | plaintiff | 11 | |||||||||||||||||||||||||||||||
Damages sought (in excess of) | $ 6,500,000 | |||||||||||||||||||||||||||||||
Period to replead dismissed claim | 21 days | |||||||||||||||||||||||||||||||
Pending Litigation | Zacarias, et al. v. Willis Group Holdings Public Limited Company, et al. | ||||||||||||||||||||||||||||||||
Loss Contingencies [Line Items] | ||||||||||||||||||||||||||||||||
Number of plaintiffs | plaintiff | 10 | |||||||||||||||||||||||||||||||
Damages sought (in excess of) | $ 12,500,000 | |||||||||||||||||||||||||||||||
Period to replead dismissed claim | 21 days | |||||||||||||||||||||||||||||||
Pending Litigation | Martin v. Willis of Colorado, Inc., et. al. [Member] | ||||||||||||||||||||||||||||||||
Loss Contingencies [Line Items] | ||||||||||||||||||||||||||||||||
Number of plaintiffs | plaintiff | 5 | 1 | ||||||||||||||||||||||||||||||
Damages sought (in excess of) | $ 1,000,000 | $ 100,000 | ||||||||||||||||||||||||||||||
Pending Litigation | Abel, et al. v. Willis of Colorado, Inc., et al [Member] | ||||||||||||||||||||||||||||||||
Loss Contingencies [Line Items] | ||||||||||||||||||||||||||||||||
Number of plaintiffs | plaintiff | 300 | |||||||||||||||||||||||||||||||
Damages sought (in excess of) | $ 135,000,000 | |||||||||||||||||||||||||||||||
Pending Litigation | City of Houston | ||||||||||||||||||||||||||||||||
Loss Contingencies [Line Items] | ||||||||||||||||||||||||||||||||
Increase to actuarial accrued liability alleged by plaintiff | $ 163,000,000 | |||||||||||||||||||||||||||||||
Estimated damages incurred (through July 1, 2017) | $ 430,000,000 | |||||||||||||||||||||||||||||||
Estimated future damages incurred (as of July 1, 2017) | $ 400,000,000 | |||||||||||||||||||||||||||||||
Pending Litigation | Meriter | ||||||||||||||||||||||||||||||||
Loss Contingencies [Line Items] | ||||||||||||||||||||||||||||||||
Damages sought (in excess of) | $ 190,000,000 | |||||||||||||||||||||||||||||||
Settled Litigation | Stanford Financial Group | ||||||||||||||||||||||||||||||||
Loss Contingencies [Line Items] | ||||||||||||||||||||||||||||||||
Provision for litigation losses | $ 70,000,000 | |||||||||||||||||||||||||||||||
Settled Litigation | Troice and Janvey Cases | ||||||||||||||||||||||||||||||||
Loss Contingencies [Line Items] | ||||||||||||||||||||||||||||||||
Provision for litigation losses | $ 50,000,000 | |||||||||||||||||||||||||||||||
Settlement amount against the Company | $ 120,000,000 | $ (120,000,000) | ||||||||||||||||||||||||||||||
Settled Litigation | Troice, et al. v. Willis of Colorado, Inc., et al. | ||||||||||||||||||||||||||||||||
Loss Contingencies [Line Items] | ||||||||||||||||||||||||||||||||
Number of actions consolidated | action | 2 | |||||||||||||||||||||||||||||||
Damages sought (in excess of) | $ 1,000,000,000 | |||||||||||||||||||||||||||||||
Settled Litigation | Janvey, et al. v. Willis of Colorado, Inc., et al. | ||||||||||||||||||||||||||||||||
Loss Contingencies [Line Items] | ||||||||||||||||||||||||||||||||
Damages sought (in excess of) | $ 1,000,000,000 | |||||||||||||||||||||||||||||||
Total losses incurred by plaintiff | $ 4,600,000,000 | |||||||||||||||||||||||||||||||
Settled Litigation | Elma Sanchez, et al. | ||||||||||||||||||||||||||||||||
Loss Contingencies [Line Items] | ||||||||||||||||||||||||||||||||
Number of plaintiffs | plaintiff | 3 | 3 | ||||||||||||||||||||||||||||||
Damages paid | $ 9,750,000 | |||||||||||||||||||||||||||||||
Premium rate increase | 85.00% | |||||||||||||||||||||||||||||||
Settled Litigation | Towers Watson | Towers Watson Merger, Demand for Appraisal | ||||||||||||||||||||||||||||||||
Loss Contingencies [Line Items] | ||||||||||||||||||||||||||||||||
Number of plaintiffs | 3 | 10 | ||||||||||||||||||||||||||||||
Percentage of stock owned by plaintiffs | 2.40% | |||||||||||||||||||||||||||||||
Number of complaints filed | complaint | 3 | |||||||||||||||||||||||||||||||
Number of shares owned by plaintiffs | shares | 1,415,199 | |||||||||||||||||||||||||||||||
Number of actions consolidated | complaint | 3 | |||||||||||||||||||||||||||||||
Settlement amount against the Company | $ (211,000,000) | |||||||||||||||||||||||||||||||
Settlement Per Share | $ / shares | $ 134.75 | |||||||||||||||||||||||||||||||
Settled Litigation | Meriter | ||||||||||||||||||||||||||||||||
Loss Contingencies [Line Items] | ||||||||||||||||||||||||||||||||
Damages paid | $ 82,000,000 |
Supplementary Information for68
Supplementary Information for Certain Balance Sheet Accounts - Related party transaction (Details) - Affiliated Entity [Member] $ in Millions | 3 Months Ended |
Sep. 30, 2017USD ($) | |
Global Wealth Solutions Transaction [Line Items] | |
Global Wealth Solutions Transaction, Amounts of Transaction | $ 50 |
Global Wealth Solutions Transaction, Rate | 3.00% |
Global Wealth Solutions Transaction, Related Party Loan Collateral | $ 3 |
Global Wealth Solutions Transaction, Loan Receivable Term | 10 years |
Supplementary Information for69
Supplementary Information for Certain Balance Sheet Accounts - Accounts Receivable, Net (Details) - USD ($) $ in Millions | Sep. 30, 2017 | Dec. 31, 2016 |
Accounts, Notes, Loans and Financing Receivable [Line Items] | ||
Accounts receivable, net | $ 2,155 | $ 2,080 |
Billed, net of allowance for doubtful debts of $47 million and $40 million | ||
Accounts, Notes, Loans and Financing Receivable [Line Items] | ||
Accounts receivable, net | 1,790 | 1,789 |
Allowance for doubtful debts | 47 | 40 |
Accrued and unbilled, at estimated net realizable value | ||
Accounts, Notes, Loans and Financing Receivable [Line Items] | ||
Accounts receivable, net | $ 365 | $ 291 |
Supplementary Information for70
Supplementary Information for Certain Balance Sheet Accounts - Prepaid and Other Current Assets (Details) - USD ($) $ in Millions | Sep. 30, 2017 | Dec. 31, 2016 |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | ||
Prepayments and accrued income | $ 162 | $ 131 |
Derivatives and investments | 24 | 32 |
Deferred compensation plan assets | 18 | 15 |
Retention incentives | 8 | 7 |
Corporate income and other taxes | 139 | 97 |
Other current assets | 67 | 55 |
Prepaid and other current assets | $ 418 | $ 337 |
Supplementary Information for71
Supplementary Information for Certain Balance Sheet Accounts - Other Non-current Assets (Details) - USD ($) $ in Millions | Sep. 30, 2017 | Dec. 31, 2016 |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | ||
Prepayments and accrued income | $ 15 | $ 15 |
Deferred compensation plan assets | 125 | 111 |
Deferred tax assets | 50 | 50 |
Accounts receivable, net | 33 | 27 |
Other investments | 29 | 30 |
Other non-current assets | 180 | 120 |
Other non-current assets | $ 432 | $ 353 |
Supplementary Information for72
Supplementary Information for Certain Balance Sheet Accounts - Provision for Liabilities (Details) - USD ($) $ in Millions | Sep. 30, 2017 | Dec. 31, 2016 |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | ||
Claims, lawsuits and other proceedings | $ 478 | $ 456 |
Other provisions | 125 | 119 |
Total provision for liabilities | $ 603 | $ 575 |
Supplementary Information for73
Supplementary Information for Certain Balance Sheet Accounts - Other Noncurrent Liabilities (Details) - USD ($) $ in Millions | Sep. 30, 2017 | Dec. 31, 2016 |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | ||
Incentives from lessors | $ 140 | $ 133 |
Deferred compensation plan liability | 127 | 111 |
Contingent and deferred consideration on acquisitions | 36 | 89 |
Derivatives | 7 | 51 |
Other non-current liabilities | 166 | 148 |
Total other non-current liabilities | $ 476 | $ 532 |
Accumulated Other Comprehensi74
Accumulated Other Comprehensive Income/(Loss) - Schedule of Accumulated Other Comprehensive Income (Loss) (Details) - USD ($) $ in Millions | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2017 | Sep. 30, 2016 | Sep. 30, 2017 | Sep. 30, 2016 | |
AOCI Attributable to Parent, Net of Tax [Roll Forward] | ||||
Equity, beginning balance | $ 10,183 | $ 2,360 | ||
Equity, ending balance | $ 10,026 | $ 10,901 | 10,026 | 10,901 |
Loss/(income) reclassified from accumulated other comprehensive loss (net of income tax benefit of $17 and income tax expense of $3, respectively) | 4 | 1 | 17 | 3 |
Foreign currency translation | ||||
AOCI Attributable to Parent, Net of Tax [Roll Forward] | ||||
Equity, beginning balance | (647) | (398) | (650) | (314) |
Other comprehensive income/(loss) before reclassifications | 78 | (36) | 81 | (120) |
Amounts reclassified from accumulated other comprehensive income/(loss) (net of income tax) | 0 | 0 | 0 | 0 |
Net current-period other comprehensive income/(loss) | 78 | (36) | 81 | (120) |
Equity, ending balance | (569) | (434) | (569) | (434) |
Gains and losses on cash flow hedges | ||||
AOCI Attributable to Parent, Net of Tax [Roll Forward] | ||||
Equity, beginning balance | (39) | (73) | (82) | (10) |
Other comprehensive income/(loss) before reclassifications | 6 | (1) | 15 | (56) |
Amounts reclassified from accumulated other comprehensive income/(loss) (net of income tax) | 11 | (6) | 45 | (14) |
Net current-period other comprehensive income/(loss) | 17 | (7) | 60 | (70) |
Equity, ending balance | (22) | (80) | (22) | (80) |
Defined pension and post-retirement benefit costs | ||||
AOCI Attributable to Parent, Net of Tax [Roll Forward] | ||||
Equity, beginning balance | (1,090) | (710) | (1,152) | (713) |
Other comprehensive income/(loss) before reclassifications | (5) | (6) | 39 | (26) |
Amounts reclassified from accumulated other comprehensive income/(loss) (net of income tax) | 10 | 9 | 28 | 32 |
Net current-period other comprehensive income/(loss) | 5 | 3 | 67 | 6 |
Equity, ending balance | (1,085) | (707) | (1,085) | (707) |
Total | ||||
AOCI Attributable to Parent, Net of Tax [Roll Forward] | ||||
Equity, beginning balance | (1,776) | (1,181) | (1,884) | (1,037) |
Other comprehensive income/(loss) before reclassifications | 79 | (43) | 135 | (202) |
Amounts reclassified from accumulated other comprehensive income/(loss) (net of income tax) | 21 | 3 | 73 | 18 |
Net current-period other comprehensive income/(loss) | 100 | (40) | 208 | (184) |
Equity, ending balance | $ (1,676) | $ (1,221) | $ (1,676) | $ (1,221) |
Earnings Per Share - Narrative
Earnings Per Share - Narrative (Details) - USD ($) $ / shares in Units, shares in Millions, $ in Millions | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2017 | Sep. 30, 2016 | Sep. 30, 2017 | Sep. 30, 2016 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Net (loss)/income attributable to Willis Towers Watson | $ (54) | $ (32) | $ 323 | $ 278 |
Basic average number of shares outstanding (shares) | 134 | 138 | 136 | 137 |
Dilutive effect of potentially issuable shares (shares) | 0 | 0 | 1 | 2 |
Diluted average number of shares outstanding (shares) | 134 | 138 | 137 | 139 |
Basic earnings per share (usd per share) | $ (0.40) | $ (0.23) | $ 2.38 | $ 2.03 |
Dilutive effect of potentially issuable shares (usd per share) | 0 | 0 | (0.02) | (0.03) |
Diluted earnings per share (usd per share) | $ (0.40) | $ (0.23) | $ 2.36 | $ 2 |
Time-based share options | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Antidilutive securities excluded from computation of earnings per share | 0.6 | |||
Time-based share options | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Stock options outstanding | 0.9 | 1.3 | 0.9 | 1.3 |
Performance-based | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Stock options outstanding | 1 | 1.2 | 1 | 1.2 |
Restricted share units outstanding | 0.6 | 0.7 | 0.6 | 0.7 |
Restricted share units | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Restricted share units outstanding | 0.4 | 0.9 | 0.4 | 0.9 |
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 | 9 Months Ended | ||
Sep. 30, 2017 | Sep. 30, 2016 | Sep. 30, 2017 | Sep. 30, 2016 | |
Earnings Per Share [Abstract] | ||||
Net (loss)/income attributable to Willis Towers Watson | $ (54) | $ (32) | $ 323 | $ 278 |
Basic average number of shares outstanding (shares) | 134 | 138 | 136 | 137 |
Dilutive effect of potentially issuable shares (shares) | 0 | 0 | 1 | 2 |
Diluted average number of shares outstanding (shares) | 134 | 138 | 137 | 139 |
Basic earnings per share (usd per share) | $ (0.40) | $ (0.23) | $ 2.38 | $ 2.03 |
Dilutive effect of potentially issuable shares (usd per share) | 0 | 0 | (0.02) | (0.03) |
Diluted earnings per share (usd per share) | $ (0.40) | $ (0.23) | $ 2.36 | $ 2 |
Subsequent Event Subsequent E77
Subsequent Event Subsequent Event (Details) | Nov. 01, 2017 | Sep. 30, 2017 |
Subsequent Event [Line Items] | ||
Subsequent Event, Date | Nov. 1, 2017 | |
Subsequent Event, Description | the Company sold a portion of its programs business in North America | |
IRR | ||
Subsequent Event [Line Items] | ||
Portion Of Segment | 2.00% |
Financial Information for Par78
Financial Information for Parent Guarantor, Other Guarantor Subsidiaries and Non-Guarantor Subsidiaries - Narrative (Details) - USD ($) | Sep. 30, 2017 | May 16, 2017 | Sep. 29, 2009 | Mar. 28, 2007 |
Willis North America | Senior Notes | ||||
Debt Instrument [Line Items] | ||||
Long-term debt | $ 837,000,000 | |||
Face amount of note | $ 650,000,000 | $ 187,000,000 | ||
The Other Guarantors | ||||
Debt Instrument [Line Items] | ||||
Subsidiary, ownership percentage by parent | 100.00% | |||
6.200% senior notes due 2017 | Willis North America | Senior Notes | ||||
Debt Instrument [Line Items] | ||||
Long-term debt | $ 394,000,000 |
Financial Information for Par79
Financial Information for Parent Guarantor, Other Guarantor Subsidiaries and Non-Guarantor Subsidiaries - Unaudited Condensed Consolidated Statement of Comprehensive Income (Details) - USD ($) $ in Millions | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2017 | Sep. 30, 2016 | Sep. 30, 2017 | Sep. 30, 2016 | |
Revenues | ||||
Commissions and fees | $ 1,832 | $ 1,761 | $ 6,065 | $ 5,874 |
Interest and other income | 20 | 16 | 59 | 86 |
Total revenues | 1,852 | 1,777 | 6,124 | 5,960 |
Costs of providing services | ||||
Salaries and benefits | 1,145 | 1,119 | 3,484 | 3,519 |
Other operating expenses | 366 | 370 | 1,158 | 1,171 |
Depreciation | 54 | 45 | 151 | 132 |
Amortization | 141 | 157 | 441 | 443 |
Restructuring costs | 31 | 49 | 85 | 115 |
Transaction and integration expenses | 74 | 36 | 177 | 117 |
Total costs of providing services | 1,811 | 1,776 | 5,496 | 5,497 |
Income from operations | 41 | 1 | 628 | 463 |
Income from Group undertakings | 0 | 0 | 0 | 0 |
Expenses due to Group undertakings | 0 | 0 | 0 | 0 |
Interest expense | 47 | 45 | 139 | 138 |
Other expense, net | 29 | 14 | 79 | 26 |
(LOSS)/INCOME FROM OPERATIONS BEFORE INCOME TAXES AND INTEREST IN EARNINGS OF ASSOCIATES | (35) | (58) | 410 | 299 |
Provision for/(benefit from) income taxes | 19 | (26) | 73 | 11 |
(LOSS)/INCOME FROM OPERATIONS BEFORE INTEREST IN EARNINGS OF ASSOCIATES | (54) | (32) | 337 | 288 |
Interest in earnings of associates, net of tax | 0 | 1 | 2 | 2 |
Equity account for subsidiaries | 0 | 0 | 0 | 0 |
NET (LOSS)/INCOME | (54) | (31) | 339 | 290 |
Income attributable to non-controlling interests | 0 | (1) | (16) | (12) |
NET (LOSS)/INCOME ATTRIBUTABLE TO WILLIS TOWERS WATSON | (54) | (32) | 323 | 278 |
Comprehensive income/(loss) before non-controlling interests | 34 | (73) | 546 | 96 |
Comprehensive loss attributable to non-controlling interest | 12 | 1 | (15) | (2) |
Comprehensive income/(loss) attributable to Willis Towers Watson | 46 | (72) | 531 | 94 |
Consolidating adjustments | Parent Guarantor | ||||
Revenues | ||||
Commissions and fees | 0 | 0 | 0 | 0 |
Interest and other income | 0 | 0 | 0 | 0 |
Total revenues | 0 | 0 | 0 | 0 |
Costs of providing services | ||||
Salaries and benefits | 0 | 0 | 0 | 0 |
Other operating expenses | 0 | 0 | 0 | 0 |
Depreciation | 0 | 0 | 0 | 0 |
Amortization | (3) | 0 | (3) | 0 |
Restructuring costs | 0 | 0 | 0 | 0 |
Transaction and integration expenses | 0 | 0 | 0 | 0 |
Total costs of providing services | (3) | 0 | (3) | 0 |
Income from operations | 3 | 0 | 3 | 0 |
Income from Group undertakings | 221 | 221 | 674 | 648 |
Expenses due to Group undertakings | (221) | (221) | (674) | (648) |
Interest expense | 0 | 0 | 0 | 0 |
Other expense, net | 197 | 0 | 197 | 0 |
(LOSS)/INCOME FROM OPERATIONS BEFORE INCOME TAXES AND INTEREST IN EARNINGS OF ASSOCIATES | (194) | 0 | (194) | 0 |
Provision for/(benefit from) income taxes | 0 | 0 | 0 | 0 |
(LOSS)/INCOME FROM OPERATIONS BEFORE INTEREST IN EARNINGS OF ASSOCIATES | (194) | 0 | (194) | 0 |
Interest in earnings of associates, net of tax | 0 | 0 | 0 | 0 |
Equity account for subsidiaries | 435 | 134 | (485) | (525) |
NET (LOSS)/INCOME | 241 | 134 | (679) | (525) |
Income attributable to non-controlling interests | 0 | 0 | 0 | 0 |
NET (LOSS)/INCOME ATTRIBUTABLE TO WILLIS TOWERS WATSON | 241 | 134 | (679) | (525) |
Comprehensive income/(loss) before non-controlling interests | 145 | 225 | (1,039) | (83) |
Comprehensive loss attributable to non-controlling interest | 0 | 0 | 0 | 0 |
Comprehensive income/(loss) attributable to Willis Towers Watson | 145 | 225 | (1,039) | (83) |
Willis Towers Watson | Reportable Legal Entities | ||||
Revenues | ||||
Commissions and fees | 0 | 0 | 0 | 0 |
Interest and other income | 0 | 0 | 0 | 0 |
Total revenues | 0 | 0 | 0 | 0 |
Costs of providing services | ||||
Salaries and benefits | 2 | 0 | 4 | 1 |
Other operating expenses | 0 | 1 | 2 | 4 |
Depreciation | 0 | 0 | 0 | 0 |
Amortization | 0 | 0 | 0 | 0 |
Restructuring costs | 0 | 0 | 0 | 0 |
Transaction and integration expenses | 0 | 0 | 0 | 0 |
Total costs of providing services | 2 | 1 | 6 | 5 |
Income from operations | (2) | (1) | (6) | (5) |
Income from Group undertakings | 0 | 0 | 0 | 0 |
Expenses due to Group undertakings | 0 | 0 | 0 | 0 |
Interest expense | 8 | 8 | 23 | 25 |
Other expense, net | 0 | 0 | 0 | 1 |
(LOSS)/INCOME FROM OPERATIONS BEFORE INCOME TAXES AND INTEREST IN EARNINGS OF ASSOCIATES | (10) | (9) | (29) | (31) |
Provision for/(benefit from) income taxes | (1) | 0 | (2) | 0 |
(LOSS)/INCOME FROM OPERATIONS BEFORE INTEREST IN EARNINGS OF ASSOCIATES | (9) | (9) | (27) | (31) |
Interest in earnings of associates, net of tax | 0 | 0 | 0 | 0 |
Equity account for subsidiaries | (45) | (23) | 350 | 309 |
NET (LOSS)/INCOME | (54) | (32) | 323 | 278 |
Income attributable to non-controlling interests | 0 | 0 | 0 | 0 |
NET (LOSS)/INCOME ATTRIBUTABLE TO WILLIS TOWERS WATSON | (54) | (32) | 323 | 278 |
Comprehensive income/(loss) before non-controlling interests | 46 | (72) | 531 | 94 |
Comprehensive loss attributable to non-controlling interest | 0 | 0 | 0 | 0 |
Comprehensive income/(loss) attributable to Willis Towers Watson | 46 | (72) | 531 | 94 |
The Other Guarantors | Reportable Legal Entities | ||||
Revenues | ||||
Commissions and fees | 0 | 0 | 0 | 0 |
Interest and other income | 0 | 0 | 0 | 1 |
Total revenues | 0 | 0 | 0 | 1 |
Costs of providing services | ||||
Salaries and benefits | 0 | 0 | 0 | 1 |
Other operating expenses | 30 | 27 | 74 | 84 |
Depreciation | 2 | 1 | 5 | 3 |
Amortization | 1 | 0 | 3 | 0 |
Restructuring costs | 1 | 7 | 5 | 18 |
Transaction and integration expenses | 2 | 1 | 32 | 13 |
Total costs of providing services | 36 | 36 | 119 | 119 |
Income from operations | (36) | (36) | (119) | (118) |
Income from Group undertakings | (136) | (126) | (402) | (367) |
Expenses due to Group undertakings | 13 | 13 | 52 | 53 |
Interest expense | 25 | 22 | 75 | 65 |
Other expense, net | (48) | 0 | (48) | (2) |
(LOSS)/INCOME FROM OPERATIONS BEFORE INCOME TAXES AND INTEREST IN EARNINGS OF ASSOCIATES | 110 | 55 | 204 | 133 |
Provision for/(benefit from) income taxes | 10 | (9) | 19 | (32) |
(LOSS)/INCOME FROM OPERATIONS BEFORE INTEREST IN EARNINGS OF ASSOCIATES | 100 | 64 | 185 | 165 |
Interest in earnings of associates, net of tax | 0 | 0 | 0 | 0 |
Equity account for subsidiaries | (142) | (82) | 158 | 124 |
NET (LOSS)/INCOME | (42) | (18) | 343 | 289 |
Income attributable to non-controlling interests | 0 | 0 | 0 | 0 |
NET (LOSS)/INCOME ATTRIBUTABLE TO WILLIS TOWERS WATSON | (42) | (18) | 343 | 289 |
Comprehensive income/(loss) before non-controlling interests | 62 | (58) | 552 | 104 |
Comprehensive loss attributable to non-controlling interest | 0 | 0 | 0 | 0 |
Comprehensive income/(loss) attributable to Willis Towers Watson | 62 | (58) | 552 | 104 |
The Issuer | Reportable Legal Entities | ||||
Revenues | ||||
Commissions and fees | 3 | 5 | 14 | 16 |
Interest and other income | 0 | 0 | 0 | 0 |
Total revenues | 3 | 5 | 14 | 16 |
Costs of providing services | ||||
Salaries and benefits | 20 | 14 | 40 | 38 |
Other operating expenses | 6 | 10 | 16 | 82 |
Depreciation | 0 | 4 | 0 | 11 |
Amortization | 0 | 0 | 0 | 0 |
Restructuring costs | 1 | 7 | 1 | 23 |
Transaction and integration expenses | 4 | 5 | 6 | 15 |
Total costs of providing services | 31 | 40 | 63 | 169 |
Income from operations | (28) | (35) | (49) | (153) |
Income from Group undertakings | (46) | (61) | (160) | (177) |
Expenses due to Group undertakings | 48 | 48 | 144 | 134 |
Interest expense | 9 | 10 | 25 | 29 |
Other expense, net | 0 | 0 | 0 | 0 |
(LOSS)/INCOME FROM OPERATIONS BEFORE INCOME TAXES AND INTEREST IN EARNINGS OF ASSOCIATES | (39) | (32) | (58) | (139) |
Provision for/(benefit from) income taxes | (4) | (10) | (7) | (41) |
(LOSS)/INCOME FROM OPERATIONS BEFORE INTEREST IN EARNINGS OF ASSOCIATES | (35) | (22) | (51) | (98) |
Interest in earnings of associates, net of tax | 0 | 0 | 0 | 0 |
Equity account for subsidiaries | (248) | (29) | (23) | 92 |
NET (LOSS)/INCOME | (283) | (51) | (74) | (6) |
Income attributable to non-controlling interests | 0 | 0 | 0 | 0 |
NET (LOSS)/INCOME ATTRIBUTABLE TO WILLIS TOWERS WATSON | (283) | (51) | (74) | (6) |
Comprehensive income/(loss) before non-controlling interests | (215) | (77) | 68 | (107) |
Comprehensive loss attributable to non-controlling interest | 0 | 0 | 0 | 0 |
Comprehensive income/(loss) attributable to Willis Towers Watson | (215) | (77) | 68 | (107) |
Other | Reportable Legal Entities | ||||
Revenues | ||||
Commissions and fees | 1,829 | 1,756 | 6,051 | 5,858 |
Interest and other income | 20 | 16 | 59 | 85 |
Total revenues | 1,849 | 1,772 | 6,110 | 5,943 |
Costs of providing services | ||||
Salaries and benefits | 1,123 | 1,105 | 3,440 | 3,479 |
Other operating expenses | 330 | 332 | 1,066 | 1,001 |
Depreciation | 52 | 40 | 146 | 118 |
Amortization | 143 | 157 | 441 | 443 |
Restructuring costs | 29 | 35 | 79 | 74 |
Transaction and integration expenses | 68 | 30 | 139 | 89 |
Total costs of providing services | 1,745 | 1,699 | 5,311 | 5,204 |
Income from operations | 104 | 73 | 799 | 739 |
Income from Group undertakings | (39) | (34) | (112) | (104) |
Expenses due to Group undertakings | 160 | 160 | 478 | 461 |
Interest expense | 5 | 5 | 16 | 19 |
Other expense, net | (120) | 14 | (70) | 27 |
(LOSS)/INCOME FROM OPERATIONS BEFORE INCOME TAXES AND INTEREST IN EARNINGS OF ASSOCIATES | 98 | (72) | 487 | 336 |
Provision for/(benefit from) income taxes | 14 | (7) | 63 | 84 |
(LOSS)/INCOME FROM OPERATIONS BEFORE INTEREST IN EARNINGS OF ASSOCIATES | 84 | (65) | 424 | 252 |
Interest in earnings of associates, net of tax | 0 | 1 | 2 | 2 |
Equity account for subsidiaries | 0 | 0 | 0 | 0 |
NET (LOSS)/INCOME | 84 | (64) | 426 | 254 |
Income attributable to non-controlling interests | 0 | (1) | (16) | (12) |
NET (LOSS)/INCOME ATTRIBUTABLE TO WILLIS TOWERS WATSON | 84 | (65) | 410 | 242 |
Comprehensive income/(loss) before non-controlling interests | (4) | (91) | 434 | 88 |
Comprehensive loss attributable to non-controlling interest | 12 | 1 | (15) | (2) |
Comprehensive income/(loss) attributable to Willis Towers Watson | $ 8 | $ (90) | $ 419 | $ 86 |
Financial Information for Par80
Financial Information for Parent Guarantor, Other Guarantor Subsidiaries and Non-Guarantor Subsidiaries - Unaudited Condensed Consolidated Balance Sheet (Details) - USD ($) $ in Millions | Sep. 30, 2017 | Dec. 31, 2016 | Sep. 30, 2016 | Dec. 31, 2015 | |
ASSETS | |||||
Cash and cash equivalents | $ 912 | $ 870 | $ 767 | $ 532 | |
Fiduciary assets | 12,206 | 10,505 | |||
Accounts receivable, net | 2,155 | 2,080 | |||
Prepaid and other current assets | 418 | 337 | |||
Amounts due from group undertakings | 0 | 0 | |||
Total current assets | 15,691 | 13,792 | |||
Investments in subsidiaries | 0 | 0 | |||
Fixed assets, net | 937 | 839 | |||
Goodwill | 10,529 | 10,413 | |||
Other intangible assets, net | 4,034 | 4,368 | |||
Pension benefits assets | 649 | 488 | |||
Other non-current assets | 432 | 353 | |||
Non-current amounts due from group undertakings | 0 | 0 | |||
Total non-current assets | 16,581 | 16,461 | |||
TOTAL ASSETS | 32,272 | 30,253 | |||
LIABILITIES AND EQUITY | |||||
Fiduciary liabilities | 12,206 | 10,505 | |||
Deferred revenue and accrued expenses | 1,472 | 1,481 | |||
Short-term debt and current portion of long-term debt | 85 | 508 | |||
Other current liabilities | 793 | 876 | |||
Amounts due to group undertakings | 0 | 0 | |||
Total current liabilities | 14,556 | 13,370 | |||
Long-term debt | 4,493 | 3,357 | |||
Liability for pension benefits | 1,207 | 1,321 | |||
Deferred tax liabilities | 856 | 864 | |||
Provision for liabilities | 603 | 575 | |||
Other non-current liabilities | 476 | 532 | |||
Non-current amounts due to group undertakings | 0 | 0 | |||
Total non-current liabilities | 7,635 | 6,649 | |||
TOTAL LIABILITIES | 22,191 | 20,019 | |||
REDEEMABLE NON-CONTROLLING INTEREST | 55 | 51 | |||
EQUITY (i) | |||||
Total Willis Towers Watson shareholders’ equity | [1] | 9,915 | 10,065 | ||
Non-controlling interests | 111 | 118 | |||
Total equity | 10,026 | 10,183 | 10,901 | 2,360 | |
TOTAL LIABILITIES AND EQUITY | 32,272 | 30,253 | |||
Consolidating adjustments | Parent Guarantor | |||||
ASSETS | |||||
Cash and cash equivalents | 0 | 0 | 0 | 0 | |
Fiduciary assets | 0 | 0 | |||
Accounts receivable, net | 0 | 0 | |||
Prepaid and other current assets | (51) | (59) | |||
Amounts due from group undertakings | (11,545) | (12,495) | |||
Total current assets | (11,596) | (12,554) | |||
Investments in subsidiaries | (19,461) | (16,622) | |||
Fixed assets, net | 0 | 0 | |||
Goodwill | 0 | 0 | |||
Other intangible assets, net | (61) | (64) | |||
Pension benefits assets | 0 | 0 | |||
Other non-current assets | (201) | (47) | |||
Non-current amounts due from group undertakings | (5,827) | (5,491) | |||
Total non-current assets | (25,550) | (22,224) | |||
TOTAL ASSETS | (37,146) | (34,778) | |||
LIABILITIES AND EQUITY | |||||
Fiduciary liabilities | 0 | 0 | |||
Deferred revenue and accrued expenses | 0 | (49) | |||
Short-term debt and current portion of long-term debt | 0 | 0 | |||
Other current liabilities | 9 | (2) | |||
Amounts due to group undertakings | (11,546) | (12,495) | |||
Total current liabilities | (11,537) | (12,546) | |||
Long-term debt | 0 | 0 | |||
Liability for pension benefits | 0 | 0 | |||
Deferred tax liabilities | (201) | (149) | |||
Provision for liabilities | 0 | 0 | |||
Other non-current liabilities | 0 | (14) | |||
Non-current amounts due to group undertakings | (5,827) | (5,491) | |||
Total non-current liabilities | (6,028) | (5,654) | |||
TOTAL LIABILITIES | (17,565) | (18,200) | |||
REDEEMABLE NON-CONTROLLING INTEREST | 0 | 0 | |||
EQUITY (i) | |||||
Total Willis Towers Watson shareholders’ equity | (19,581) | (16,578) | |||
Non-controlling interests | 0 | 0 | |||
Total equity | (19,581) | (16,578) | |||
TOTAL LIABILITIES AND EQUITY | (37,146) | (34,778) | |||
Willis Towers Watson | Reportable Legal Entities | |||||
ASSETS | |||||
Cash and cash equivalents | 0 | 0 | 0 | 3 | |
Fiduciary assets | 0 | 0 | |||
Accounts receivable, net | 0 | 0 | |||
Prepaid and other current assets | 2 | 0 | |||
Amounts due from group undertakings | 6,131 | 7,229 | |||
Total current assets | 6,133 | 7,229 | |||
Investments in subsidiaries | 4,357 | 3,409 | |||
Fixed assets, net | 0 | 0 | |||
Goodwill | 0 | 0 | |||
Other intangible assets, net | 0 | 0 | |||
Pension benefits assets | 0 | 0 | |||
Other non-current assets | 0 | 0 | |||
Non-current amounts due from group undertakings | 0 | 0 | |||
Total non-current assets | 4,357 | 3,409 | |||
TOTAL ASSETS | 10,490 | 10,638 | |||
LIABILITIES AND EQUITY | |||||
Fiduciary liabilities | 0 | 0 | |||
Deferred revenue and accrued expenses | 1 | 0 | |||
Short-term debt and current portion of long-term debt | 0 | 0 | |||
Other current liabilities | 78 | 77 | |||
Amounts due to group undertakings | 0 | 0 | |||
Total current liabilities | 79 | 77 | |||
Long-term debt | 496 | 496 | |||
Liability for pension benefits | 0 | 0 | |||
Deferred tax liabilities | 0 | 0 | |||
Provision for liabilities | 0 | 0 | |||
Other non-current liabilities | 0 | 0 | |||
Non-current amounts due to group undertakings | 0 | 0 | |||
Total non-current liabilities | 496 | 496 | |||
TOTAL LIABILITIES | 575 | 573 | |||
REDEEMABLE NON-CONTROLLING INTEREST | 0 | 0 | |||
EQUITY (i) | |||||
Total Willis Towers Watson shareholders’ equity | 9,915 | 10,065 | |||
Non-controlling interests | 0 | 0 | |||
Total equity | 9,915 | 10,065 | |||
TOTAL LIABILITIES AND EQUITY | 10,490 | 10,638 | |||
The Other Guarantors | Reportable Legal Entities | |||||
ASSETS | |||||
Cash and cash equivalents | 5 | 0 | 0 | 2 | |
Fiduciary assets | 0 | 0 | |||
Accounts receivable, net | 0 | 0 | |||
Prepaid and other current assets | 26 | 49 | |||
Amounts due from group undertakings | 1,478 | 1,706 | |||
Total current assets | 1,509 | 1,755 | |||
Investments in subsidiaries | 8,895 | 7,733 | |||
Fixed assets, net | 35 | 34 | |||
Goodwill | 0 | 0 | |||
Other intangible assets, net | 61 | 64 | |||
Pension benefits assets | 0 | 0 | |||
Other non-current assets | 14 | 10 | |||
Non-current amounts due from group undertakings | 4,918 | 4,655 | |||
Total non-current assets | 13,923 | 12,496 | |||
TOTAL ASSETS | 15,432 | 14,251 | |||
LIABILITIES AND EQUITY | |||||
Fiduciary liabilities | 0 | 0 | |||
Deferred revenue and accrued expenses | 9 | 15 | |||
Short-term debt and current portion of long-term debt | 0 | 22 | |||
Other current liabilities | 43 | 94 | |||
Amounts due to group undertakings | 7,537 | 8,323 | |||
Total current liabilities | 7,589 | 8,454 | |||
Long-term debt | 2,945 | 2,506 | |||
Liability for pension benefits | 0 | 0 | |||
Deferred tax liabilities | 0 | 0 | |||
Provision for liabilities | 0 | 0 | |||
Other non-current liabilities | 7 | 48 | |||
Non-current amounts due to group undertakings | 0 | 0 | |||
Total non-current liabilities | 2,952 | 2,554 | |||
TOTAL LIABILITIES | 10,541 | 11,008 | |||
REDEEMABLE NON-CONTROLLING INTEREST | 0 | 0 | |||
EQUITY (i) | |||||
Total Willis Towers Watson shareholders’ equity | 4,891 | 3,243 | |||
Non-controlling interests | 0 | 0 | |||
Total equity | 4,891 | 3,243 | |||
TOTAL LIABILITIES AND EQUITY | 15,432 | 14,251 | |||
The Issuer | Reportable Legal Entities | |||||
ASSETS | |||||
Cash and cash equivalents | 0 | 0 | 0 | 0 | |
Fiduciary assets | 0 | 0 | |||
Accounts receivable, net | 5 | 7 | |||
Prepaid and other current assets | 143 | 23 | |||
Amounts due from group undertakings | 1,360 | 1,190 | |||
Total current assets | 1,508 | 1,220 | |||
Investments in subsidiaries | 6,209 | 5,480 | |||
Fixed assets, net | 0 | 0 | |||
Goodwill | 0 | 0 | |||
Other intangible assets, net | 0 | 0 | |||
Pension benefits assets | 0 | 0 | |||
Other non-current assets | 246 | 80 | |||
Non-current amounts due from group undertakings | 861 | 836 | |||
Total non-current assets | 7,316 | 6,396 | |||
TOTAL ASSETS | 8,824 | 7,616 | |||
LIABILITIES AND EQUITY | |||||
Fiduciary liabilities | 0 | 0 | |||
Deferred revenue and accrued expenses | 82 | 27 | |||
Short-term debt and current portion of long-term debt | 0 | 394 | |||
Other current liabilities | 117 | 23 | |||
Amounts due to group undertakings | 2,402 | 2,075 | |||
Total current liabilities | 2,601 | 2,519 | |||
Long-term debt | 946 | 186 | |||
Liability for pension benefits | 0 | 0 | |||
Deferred tax liabilities | 0 | 0 | |||
Provision for liabilities | 120 | 120 | |||
Other non-current liabilities | 59 | 15 | |||
Non-current amounts due to group undertakings | 519 | 518 | |||
Total non-current liabilities | 1,644 | 839 | |||
TOTAL LIABILITIES | 4,245 | 3,358 | |||
REDEEMABLE NON-CONTROLLING INTEREST | 0 | 0 | |||
EQUITY (i) | |||||
Total Willis Towers Watson shareholders’ equity | 4,579 | 4,258 | |||
Non-controlling interests | 0 | 0 | |||
Total equity | 4,579 | 4,258 | |||
TOTAL LIABILITIES AND EQUITY | 8,824 | 7,616 | |||
Other | Reportable Legal Entities | |||||
ASSETS | |||||
Cash and cash equivalents | 907 | 870 | $ 767 | $ 527 | |
Fiduciary assets | 12,206 | 10,505 | |||
Accounts receivable, net | 2,150 | 2,073 | |||
Prepaid and other current assets | 298 | 324 | |||
Amounts due from group undertakings | 2,576 | 2,370 | |||
Total current assets | 18,137 | 16,142 | |||
Investments in subsidiaries | 0 | 0 | |||
Fixed assets, net | 902 | 805 | |||
Goodwill | 10,529 | 10,413 | |||
Other intangible assets, net | 4,034 | 4,368 | |||
Pension benefits assets | 649 | 488 | |||
Other non-current assets | 373 | 310 | |||
Non-current amounts due from group undertakings | 48 | 0 | |||
Total non-current assets | 16,535 | 16,384 | |||
TOTAL ASSETS | 34,672 | 32,526 | |||
LIABILITIES AND EQUITY | |||||
Fiduciary liabilities | 12,206 | 10,505 | |||
Deferred revenue and accrued expenses | 1,380 | 1,488 | |||
Short-term debt and current portion of long-term debt | 85 | 92 | |||
Other current liabilities | 546 | 684 | |||
Amounts due to group undertakings | 1,607 | 2,097 | |||
Total current liabilities | 15,824 | 14,866 | |||
Long-term debt | 106 | 169 | |||
Liability for pension benefits | 1,207 | 1,321 | |||
Deferred tax liabilities | 1,057 | 1,013 | |||
Provision for liabilities | 483 | 455 | |||
Other non-current liabilities | 410 | 483 | |||
Non-current amounts due to group undertakings | 5,308 | 4,973 | |||
Total non-current liabilities | 8,571 | 8,414 | |||
TOTAL LIABILITIES | 24,395 | 23,280 | |||
REDEEMABLE NON-CONTROLLING INTEREST | 55 | 51 | |||
EQUITY (i) | |||||
Total Willis Towers Watson shareholders’ equity | 10,111 | 9,077 | |||
Non-controlling interests | 111 | 118 | |||
Total equity | 10,222 | 9,195 | |||
TOTAL LIABILITIES AND EQUITY | $ 34,672 | $ 32,526 | |||
[1] | Equity includes (a) Ordinary shares $0.000304635 nominal value; Authorized 1,510,003,775; Issued 132,529,824 (2017) and 137,075,068 (2016); Outstanding 132,283,444 (2017) and 136,296,771 (2016); (b) Ordinary shares, €1 nominal value; Authorized and Issued 40,000 shares in 2017 and 2016; and (c) Preference shares, $0.000115 nominal value; Authorized 1,000,000,000 and Issued none in 2017 and 2016. |
Financial Information for Par81
Financial Information for Parent Guarantor, Other Guarantor Subsidiaries and Non-Guarantor Subsidiaries - Unaudited Condensed Consolidated Statement of Cash Flows (Details) - USD ($) $ in Millions | 9 Months Ended | |
Sep. 30, 2017 | Sep. 30, 2016 | |
Condensed Financial Statements, Captions [Line Items] | ||
NET CASH FROM/(USED IN) OPERATING ACTIVITIES | $ 515 | $ 621 |
CASH FLOWS (USED IN)/FROM INVESTING ACTIVITIES | ||
Additions to fixed assets and software for internal use | (198) | (151) |
Capitalized software costs | (52) | (64) |
Acquisitions of operations, net of cash acquired | (13) | 476 |
Other, net | 1 | 22 |
Proceeds from intercompany investing activities | 0 | 0 |
Repayments of intercompany investing activities | 0 | 0 |
Reduction in investment in subsidiaries | 0 | 0 |
Additional investment in subsidiaries | 0 | 0 |
Net cash (used in)/from investing activities | (262) | 283 |
CASH FLOWS USED IN FINANCING ACTIVITIES | ||
Net borrowings/(payments) on revolving credit facility | 675 | (389) |
Senior notes issued | 650 | 1,606 |
Proceeds from issuance of other debt | 32 | 404 |
Debt issuance costs | (9) | (14) |
Repayments of debt | (714) | (1,861) |
Repurchase of shares | (462) | (222) |
Proceeds from issuance of shares | 44 | 44 |
Payments related to share cancellation | (177) | 0 |
Cash paid for employee taxes on withholding shares | (14) | (13) |
Payments of deferred and contingent consideration related to acquisitions | (43) | (64) |
Dividends paid | (209) | (133) |
Acquisitions of and dividends paid to non-controlling interests | (19) | (17) |
Proceeds from intercompany financing activities | 0 | 0 |
Repayments of intercompany financing activities | 0 | 0 |
Net cash provided by (used in) financing activities | (246) | (659) |
INCREASE IN CASH AND CASH EQUIVALENTS | 7 | 245 |
Effect of exchange rate changes on cash and cash equivalents | 35 | (10) |
CASH AND CASH EQUIVALENTS, BEGINNING OF PERIOD | 870 | 532 |
CASH AND CASH EQUIVALENTS, END OF PERIOD | 912 | 767 |
Consolidating adjustments | Parent Guarantor | ||
Condensed Financial Statements, Captions [Line Items] | ||
NET CASH FROM/(USED IN) OPERATING ACTIVITIES | (187) | (69) |
CASH FLOWS (USED IN)/FROM INVESTING ACTIVITIES | ||
Additions to fixed assets and software for internal use | 0 | 64 |
Capitalized software costs | 0 | 0 |
Acquisitions of operations, net of cash acquired | 0 | 0 |
Other, net | 0 | 5 |
Proceeds from intercompany investing activities | (1,671) | (112) |
Repayments of intercompany investing activities | 506 | 8,773 |
Reduction in investment in subsidiaries | (1,207) | (8,200) |
Additional investment in subsidiaries | 1,207 | 8,200 |
Net cash (used in)/from investing activities | (1,165) | 8,730 |
CASH FLOWS USED IN FINANCING ACTIVITIES | ||
Net borrowings/(payments) on revolving credit facility | 0 | 0 |
Senior notes issued | 0 | 0 |
Proceeds from issuance of other debt | 0 | 0 |
Debt issuance costs | 0 | 0 |
Repayments of debt | 0 | 0 |
Repurchase of shares | 0 | 0 |
Proceeds from issuance of shares | 0 | 0 |
Payments related to share cancellation | 0 | |
Cash paid for employee taxes on withholding shares | 0 | 0 |
Payments of deferred and contingent consideration related to acquisitions | 0 | 0 |
Dividends paid | 187 | 0 |
Acquisitions of and dividends paid to non-controlling interests | 0 | 0 |
Proceeds from intercompany financing activities | (506) | (8,773) |
Repayments of intercompany financing activities | 1,671 | 112 |
Net cash provided by (used in) financing activities | 1,352 | (8,661) |
INCREASE IN CASH AND CASH EQUIVALENTS | 0 | 0 |
Effect of exchange rate changes on cash and cash equivalents | 0 | 0 |
CASH AND CASH EQUIVALENTS, BEGINNING OF PERIOD | 0 | 0 |
CASH AND CASH EQUIVALENTS, END OF PERIOD | 0 | 0 |
Willis Towers Watson | Reportable Legal Entities | ||
Condensed Financial Statements, Captions [Line Items] | ||
NET CASH FROM/(USED IN) OPERATING ACTIVITIES | 525 | 6 |
CASH FLOWS (USED IN)/FROM INVESTING ACTIVITIES | ||
Additions to fixed assets and software for internal use | 0 | 0 |
Capitalized software costs | 0 | 0 |
Acquisitions of operations, net of cash acquired | 0 | 0 |
Other, net | 0 | 0 |
Proceeds from intercompany investing activities | 1,102 | 47 |
Repayments of intercompany investing activities | 0 | (4,015) |
Reduction in investment in subsidiaries | 0 | 4,600 |
Additional investment in subsidiaries | (1,000) | 0 |
Net cash (used in)/from investing activities | 102 | 632 |
CASH FLOWS USED IN FINANCING ACTIVITIES | ||
Net borrowings/(payments) on revolving credit facility | 0 | 0 |
Senior notes issued | 0 | 0 |
Proceeds from issuance of other debt | 0 | 0 |
Debt issuance costs | 0 | 0 |
Repayments of debt | 0 | (300) |
Repurchase of shares | (462) | (222) |
Proceeds from issuance of shares | 44 | 44 |
Payments related to share cancellation | 0 | |
Cash paid for employee taxes on withholding shares | 0 | 0 |
Payments of deferred and contingent consideration related to acquisitions | 0 | 0 |
Dividends paid | (209) | (133) |
Acquisitions of and dividends paid to non-controlling interests | 0 | 0 |
Proceeds from intercompany financing activities | 0 | 0 |
Repayments of intercompany financing activities | 0 | (30) |
Net cash provided by (used in) financing activities | (627) | (641) |
INCREASE IN CASH AND CASH EQUIVALENTS | 0 | (3) |
Effect of exchange rate changes on cash and cash equivalents | 0 | 0 |
CASH AND CASH EQUIVALENTS, BEGINNING OF PERIOD | 0 | 3 |
CASH AND CASH EQUIVALENTS, END OF PERIOD | 0 | 0 |
The Other Guarantors | Reportable Legal Entities | ||
Condensed Financial Statements, Captions [Line Items] | ||
NET CASH FROM/(USED IN) OPERATING ACTIVITIES | (498) | (130) |
CASH FLOWS (USED IN)/FROM INVESTING ACTIVITIES | ||
Additions to fixed assets and software for internal use | (6) | (76) |
Capitalized software costs | 0 | 0 |
Acquisitions of operations, net of cash acquired | 0 | 0 |
Other, net | 0 | 0 |
Proceeds from intercompany investing activities | 336 | 47 |
Repayments of intercompany investing activities | (195) | (3,953) |
Reduction in investment in subsidiaries | 1,148 | 3,600 |
Additional investment in subsidiaries | (207) | (4,600) |
Net cash (used in)/from investing activities | 1,076 | (4,982) |
CASH FLOWS USED IN FINANCING ACTIVITIES | ||
Net borrowings/(payments) on revolving credit facility | 560 | (389) |
Senior notes issued | 0 | 1,606 |
Proceeds from issuance of other debt | 0 | 400 |
Debt issuance costs | (4) | (14) |
Repayments of debt | (219) | (1,032) |
Repurchase of shares | 0 | 0 |
Proceeds from issuance of shares | 0 | 0 |
Payments related to share cancellation | 0 | |
Cash paid for employee taxes on withholding shares | 0 | 0 |
Payments of deferred and contingent consideration related to acquisitions | 0 | 0 |
Dividends paid | 0 | 0 |
Acquisitions of and dividends paid to non-controlling interests | 0 | 0 |
Proceeds from intercompany financing activities | 163 | 4,557 |
Repayments of intercompany financing activities | (1,073) | (18) |
Net cash provided by (used in) financing activities | (573) | 5,110 |
INCREASE IN CASH AND CASH EQUIVALENTS | 5 | (2) |
Effect of exchange rate changes on cash and cash equivalents | 0 | 0 |
CASH AND CASH EQUIVALENTS, BEGINNING OF PERIOD | 0 | 2 |
CASH AND CASH EQUIVALENTS, END OF PERIOD | 5 | 0 |
The Issuer | Reportable Legal Entities | ||
Condensed Financial Statements, Captions [Line Items] | ||
NET CASH FROM/(USED IN) OPERATING ACTIVITIES | (99) | (175) |
CASH FLOWS (USED IN)/FROM INVESTING ACTIVITIES | ||
Additions to fixed assets and software for internal use | 0 | (8) |
Capitalized software costs | 0 | 0 |
Acquisitions of operations, net of cash acquired | 0 | 0 |
Other, net | 0 | 1 |
Proceeds from intercompany investing activities | 10 | 0 |
Repayments of intercompany investing activities | 0 | 0 |
Reduction in investment in subsidiaries | 0 | 0 |
Additional investment in subsidiaries | 0 | 0 |
Net cash (used in)/from investing activities | 10 | (7) |
CASH FLOWS USED IN FINANCING ACTIVITIES | ||
Net borrowings/(payments) on revolving credit facility | 115 | 0 |
Senior notes issued | 650 | 0 |
Proceeds from issuance of other debt | 0 | 0 |
Debt issuance costs | (5) | 0 |
Repayments of debt | (400) | 0 |
Repurchase of shares | 0 | 0 |
Proceeds from issuance of shares | 0 | 0 |
Payments related to share cancellation | 0 | |
Cash paid for employee taxes on withholding shares | 0 | 0 |
Payments of deferred and contingent consideration related to acquisitions | 0 | 0 |
Dividends paid | (58) | 0 |
Acquisitions of and dividends paid to non-controlling interests | 0 | 0 |
Proceeds from intercompany financing activities | 148 | 199 |
Repayments of intercompany financing activities | (361) | (17) |
Net cash provided by (used in) financing activities | 89 | 182 |
INCREASE IN CASH AND CASH EQUIVALENTS | 0 | 0 |
Effect of exchange rate changes on cash and cash equivalents | 0 | 0 |
CASH AND CASH EQUIVALENTS, BEGINNING OF PERIOD | 0 | 0 |
CASH AND CASH EQUIVALENTS, END OF PERIOD | 0 | 0 |
Other | Reportable Legal Entities | ||
Condensed Financial Statements, Captions [Line Items] | ||
NET CASH FROM/(USED IN) OPERATING ACTIVITIES | 774 | 989 |
CASH FLOWS (USED IN)/FROM INVESTING ACTIVITIES | ||
Additions to fixed assets and software for internal use | (192) | (131) |
Capitalized software costs | (52) | (64) |
Acquisitions of operations, net of cash acquired | (13) | 476 |
Other, net | 1 | 16 |
Proceeds from intercompany investing activities | 223 | 18 |
Repayments of intercompany investing activities | (311) | (805) |
Reduction in investment in subsidiaries | 59 | 0 |
Additional investment in subsidiaries | 0 | (3,600) |
Net cash (used in)/from investing activities | (285) | (4,090) |
CASH FLOWS USED IN FINANCING ACTIVITIES | ||
Net borrowings/(payments) on revolving credit facility | 0 | 0 |
Senior notes issued | 0 | 0 |
Proceeds from issuance of other debt | 32 | 4 |
Debt issuance costs | 0 | 0 |
Repayments of debt | (95) | (529) |
Repurchase of shares | 0 | 0 |
Proceeds from issuance of shares | 0 | 0 |
Payments related to share cancellation | (177) | |
Cash paid for employee taxes on withholding shares | (14) | (13) |
Payments of deferred and contingent consideration related to acquisitions | (43) | (64) |
Dividends paid | (129) | 0 |
Acquisitions of and dividends paid to non-controlling interests | (19) | (17) |
Proceeds from intercompany financing activities | 195 | 4,017 |
Repayments of intercompany financing activities | (237) | (47) |
Net cash provided by (used in) financing activities | (487) | 3,351 |
INCREASE IN CASH AND CASH EQUIVALENTS | 2 | 250 |
Effect of exchange rate changes on cash and cash equivalents | 35 | (10) |
CASH AND CASH EQUIVALENTS, BEGINNING OF PERIOD | 870 | 527 |
CASH AND CASH EQUIVALENTS, END OF PERIOD | $ 907 | $ 767 |
Financial Information for Par82
Financial Information for Parent Issuer, Guarantor Subsidiaries and Non-Guarantor Subsidiaries - Narrative (Details) - USD ($) | Mar. 15, 2016 | Sep. 30, 2017 | Mar. 16, 2016 | Mar. 17, 2011 |
Senior Notes | 5.750% senior notes due 2021 | ||||
Debt Instrument [Line Items] | ||||
Face amount of note | $ 800,000,000 | |||
Repayments of debt | $ 300,000,000 | |||
Long-term debt | $ 500,000,000 | |||
The Guarantors | ||||
Debt Instrument [Line Items] | ||||
Subsidiary, ownership percentage by parent | 100.00% |
Financial Information for Par83
Financial Information for Parent Issuer, Guarantor Subsidiaries and Non-Guarantor Subsidiaries - Unaudited Condensed Consolidated Statement of Comprehensive Income (Details) - USD ($) $ in Millions | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2017 | Sep. 30, 2016 | Sep. 30, 2017 | Sep. 30, 2016 | |
Revenues | ||||
Commissions and fees | $ 1,832 | $ 1,761 | $ 6,065 | $ 5,874 |
Interest and other income | 20 | 16 | 59 | 86 |
Total revenues | 1,852 | 1,777 | 6,124 | 5,960 |
Costs of providing services | ||||
Salaries and benefits | 1,145 | 1,119 | 3,484 | 3,519 |
Other operating expenses | 366 | 370 | 1,158 | 1,171 |
Depreciation | 54 | 45 | 151 | 132 |
Amortization | 141 | 157 | 441 | 443 |
Restructuring costs | 31 | 49 | 85 | 115 |
Transaction and integration expenses | 74 | 36 | 177 | 117 |
Total costs of providing services | 1,811 | 1,776 | 5,496 | 5,497 |
Income from operations | 41 | 1 | 628 | 463 |
Income from Group undertakings | 0 | 0 | 0 | 0 |
Expenses due to Group undertakings | 0 | 0 | 0 | 0 |
Interest expense | 47 | 45 | 139 | 138 |
Other expense, net | 29 | 14 | 79 | 26 |
(LOSS)/INCOME FROM OPERATIONS BEFORE INCOME TAXES AND INTEREST IN EARNINGS OF ASSOCIATES | (35) | (58) | 410 | 299 |
Provision for/(benefit from) income taxes | 19 | (26) | 73 | 11 |
(LOSS)/INCOME FROM OPERATIONS BEFORE INTEREST IN EARNINGS OF ASSOCIATES | (54) | (32) | 337 | 288 |
Interest in earnings of associates, net of tax | 0 | 1 | 2 | 2 |
Equity account for subsidiaries | 0 | 0 | 0 | 0 |
NET (LOSS)/INCOME | (54) | (31) | 339 | 290 |
Income attributable to non-controlling interests | 0 | (1) | (16) | (12) |
NET (LOSS)/INCOME ATTRIBUTABLE TO WILLIS TOWERS WATSON | (54) | (32) | 323 | 278 |
Comprehensive income/(loss) before non-controlling interests | 34 | (73) | 546 | 96 |
Comprehensive loss attributable to non-controlling interest | 12 | 1 | (15) | (2) |
Comprehensive income/(loss) attributable to Willis Towers Watson | 46 | (72) | 531 | 94 |
Consolidating adjustments | Parent Issuer | ||||
Revenues | ||||
Commissions and fees | 0 | 0 | 0 | 0 |
Interest and other income | 0 | 0 | 0 | 0 |
Total revenues | 0 | 0 | 0 | 0 |
Costs of providing services | ||||
Salaries and benefits | 0 | 0 | 0 | 0 |
Other operating expenses | 0 | 0 | 0 | |
Depreciation | 0 | 0 | 0 | 0 |
Amortization | (3) | 0 | (3) | 0 |
Restructuring costs | 0 | 0 | 0 | 0 |
Transaction and integration expenses | 0 | 0 | 0 | 0 |
Total costs of providing services | (3) | 0 | (3) | 0 |
Income from operations | 3 | 0 | 3 | 0 |
Income from Group undertakings | 194 | 193 | 590 | 565 |
Expenses due to Group undertakings | (194) | (193) | (590) | (565) |
Interest expense | 0 | 0 | 0 | 0 |
Other expense, net | 197 | 0 | 197 | 0 |
(LOSS)/INCOME FROM OPERATIONS BEFORE INCOME TAXES AND INTEREST IN EARNINGS OF ASSOCIATES | (194) | 0 | (194) | 0 |
Provision for/(benefit from) income taxes | 0 | 0 | 0 | 0 |
(LOSS)/INCOME FROM OPERATIONS BEFORE INTEREST IN EARNINGS OF ASSOCIATES | (194) | 0 | (194) | 0 |
Interest in earnings of associates, net of tax | 0 | 0 | 0 | 0 |
Equity account for subsidiaries | 152 | 83 | (559) | (531) |
NET (LOSS)/INCOME | (42) | 83 | (753) | (531) |
Income attributable to non-controlling interests | 0 | 0 | 0 | 0 |
NET (LOSS)/INCOME ATTRIBUTABLE TO WILLIS TOWERS WATSON | (42) | 83 | (753) | (531) |
Comprehensive income/(loss) before non-controlling interests | (70) | 148 | (971) | (190) |
Comprehensive loss attributable to non-controlling interest | 0 | 0 | 0 | 0 |
Comprehensive income/(loss) attributable to Willis Towers Watson | (70) | 148 | (971) | (190) |
Willis Towers Watson — the Parent Issuer | Reportable Legal Entities | ||||
Revenues | ||||
Commissions and fees | 0 | 0 | 0 | 0 |
Interest and other income | 0 | 0 | 0 | 0 |
Total revenues | 0 | 0 | 0 | 0 |
Costs of providing services | ||||
Salaries and benefits | 2 | 0 | 4 | 1 |
Other operating expenses | 0 | 1 | 2 | 4 |
Depreciation | 0 | 0 | 0 | 0 |
Amortization | 0 | 0 | 0 | 0 |
Restructuring costs | 0 | 0 | 0 | 0 |
Transaction and integration expenses | 0 | 0 | 0 | 0 |
Total costs of providing services | 2 | 1 | 6 | 5 |
Income from operations | (2) | (1) | (6) | (5) |
Income from Group undertakings | 0 | 0 | 0 | 0 |
Expenses due to Group undertakings | 0 | 0 | 0 | 0 |
Interest expense | 8 | 8 | 23 | 25 |
Other expense, net | 0 | 0 | 0 | 1 |
(LOSS)/INCOME FROM OPERATIONS BEFORE INCOME TAXES AND INTEREST IN EARNINGS OF ASSOCIATES | (10) | (9) | (29) | (31) |
Provision for/(benefit from) income taxes | (1) | 0 | (2) | 0 |
(LOSS)/INCOME FROM OPERATIONS BEFORE INTEREST IN EARNINGS OF ASSOCIATES | (9) | (9) | (27) | (31) |
Interest in earnings of associates, net of tax | 0 | 0 | 0 | 0 |
Equity account for subsidiaries | (45) | (23) | 350 | 309 |
NET (LOSS)/INCOME | (54) | (32) | 323 | 278 |
Income attributable to non-controlling interests | 0 | 0 | 0 | 0 |
NET (LOSS)/INCOME ATTRIBUTABLE TO WILLIS TOWERS WATSON | (54) | (32) | 323 | 278 |
Comprehensive income/(loss) before non-controlling interests | 46 | (72) | 531 | 94 |
Comprehensive loss attributable to non-controlling interest | 0 | 0 | 0 | 0 |
Comprehensive income/(loss) attributable to Willis Towers Watson | 46 | (72) | 531 | 94 |
The Guarantors | Reportable Legal Entities | ||||
Revenues | ||||
Commissions and fees | 3 | 5 | 14 | 16 |
Interest and other income | 0 | 0 | 0 | 1 |
Total revenues | 3 | 5 | 14 | 17 |
Costs of providing services | ||||
Salaries and benefits | 20 | 14 | 40 | 39 |
Other operating expenses | 36 | 37 | 90 | 166 |
Depreciation | 2 | 5 | 5 | 14 |
Amortization | 1 | 0 | 3 | 0 |
Restructuring costs | 2 | 14 | 6 | 41 |
Transaction and integration expenses | 6 | 6 | 38 | 28 |
Total costs of providing services | 67 | 76 | 182 | 288 |
Income from operations | (64) | (71) | (168) | (271) |
Income from Group undertakings | (155) | (159) | (478) | (461) |
Expenses due to Group undertakings | 34 | 33 | 112 | 104 |
Interest expense | 34 | 32 | 100 | 94 |
Other expense, net | (48) | 0 | (48) | (2) |
(LOSS)/INCOME FROM OPERATIONS BEFORE INCOME TAXES AND INTEREST IN EARNINGS OF ASSOCIATES | 71 | 23 | 146 | (6) |
Provision for/(benefit from) income taxes | 6 | (19) | 12 | (73) |
(LOSS)/INCOME FROM OPERATIONS BEFORE INTEREST IN EARNINGS OF ASSOCIATES | 65 | 42 | 134 | 67 |
Interest in earnings of associates, net of tax | 0 | 0 | 0 | 0 |
Equity account for subsidiaries | (107) | (60) | 209 | 222 |
NET (LOSS)/INCOME | (42) | (18) | 343 | 289 |
Income attributable to non-controlling interests | 0 | 0 | 0 | 0 |
NET (LOSS)/INCOME ATTRIBUTABLE TO WILLIS TOWERS WATSON | (42) | (18) | 343 | 289 |
Comprehensive income/(loss) before non-controlling interests | 62 | (58) | 552 | 104 |
Comprehensive loss attributable to non-controlling interest | 0 | 0 | 0 | 0 |
Comprehensive income/(loss) attributable to Willis Towers Watson | 62 | (58) | 552 | 104 |
Other | Reportable Legal Entities | ||||
Revenues | ||||
Commissions and fees | 1,829 | 1,756 | 6,051 | 5,858 |
Interest and other income | 20 | 16 | 59 | 85 |
Total revenues | 1,849 | 1,772 | 6,110 | 5,943 |
Costs of providing services | ||||
Salaries and benefits | 1,123 | 1,105 | 3,440 | 3,479 |
Other operating expenses | 330 | 332 | 1,066 | 1,001 |
Depreciation | 52 | 40 | 146 | 118 |
Amortization | 143 | 157 | 441 | 443 |
Restructuring costs | 29 | 35 | 79 | 74 |
Transaction and integration expenses | 68 | 30 | 139 | 89 |
Total costs of providing services | 1,745 | 1,699 | 5,311 | 5,204 |
Income from operations | 104 | 73 | 799 | 739 |
Income from Group undertakings | (39) | (34) | (112) | (104) |
Expenses due to Group undertakings | 160 | 160 | 478 | 461 |
Interest expense | 5 | 5 | 16 | 19 |
Other expense, net | (120) | 14 | (70) | 27 |
(LOSS)/INCOME FROM OPERATIONS BEFORE INCOME TAXES AND INTEREST IN EARNINGS OF ASSOCIATES | 98 | (72) | 487 | 336 |
Provision for/(benefit from) income taxes | 14 | (7) | 63 | 84 |
(LOSS)/INCOME FROM OPERATIONS BEFORE INTEREST IN EARNINGS OF ASSOCIATES | 84 | (65) | 424 | 252 |
Interest in earnings of associates, net of tax | 0 | 1 | 2 | 2 |
Equity account for subsidiaries | 0 | 0 | 0 | 0 |
NET (LOSS)/INCOME | 84 | (64) | 426 | 254 |
Income attributable to non-controlling interests | 0 | (1) | (16) | (12) |
NET (LOSS)/INCOME ATTRIBUTABLE TO WILLIS TOWERS WATSON | 84 | (65) | 410 | 242 |
Comprehensive income/(loss) before non-controlling interests | (4) | (91) | 434 | 88 |
Comprehensive loss attributable to non-controlling interest | 12 | 1 | (15) | (2) |
Comprehensive income/(loss) attributable to Willis Towers Watson | $ 8 | $ (90) | $ 419 | $ 86 |
Financial Information for Par84
Financial Information for Parent Issuer, Guarantor Subsidiaries and Non-Guarantor Subsidiaries - Unaudited Condensed Consolidated Balance Sheet (Details) - USD ($) $ in Millions | Sep. 30, 2017 | Dec. 31, 2016 | Sep. 30, 2016 | Dec. 31, 2015 | |
ASSETS | |||||
Cash and cash equivalents | $ 912 | $ 870 | $ 767 | $ 532 | |
Fiduciary assets | 12,206 | 10,505 | |||
Accounts receivable, net | 2,155 | 2,080 | |||
Prepaid and other current assets | 418 | 337 | |||
Amounts due from group undertakings | 0 | 0 | |||
Total current assets | 15,691 | 13,792 | |||
Investments in subsidiaries | 0 | 0 | |||
Fixed assets, net | 937 | 839 | |||
Goodwill | 10,529 | 10,413 | |||
Other intangible assets, net | 4,034 | 4,368 | |||
Pension benefits assets | 649 | 488 | |||
Other non-current assets | 432 | 353 | |||
Non-current amounts due from group undertakings | 0 | 0 | |||
Total non-current assets | 16,581 | 16,461 | |||
TOTAL ASSETS | 32,272 | 30,253 | |||
LIABILITIES AND EQUITY | |||||
Fiduciary liabilities | 12,206 | 10,505 | |||
Deferred revenue and accrued expenses | 1,472 | 1,481 | |||
Short-term debt and current portion of long-term debt | 85 | 508 | |||
Other current liabilities | 793 | 876 | |||
Amounts due to group undertakings | 0 | 0 | |||
Total current liabilities | 14,556 | 13,370 | |||
Long-term debt | 4,493 | 3,357 | |||
Liability for pension benefits | 1,207 | 1,321 | |||
Deferred tax liabilities | 856 | 864 | |||
Provision for liabilities | 603 | 575 | |||
Other non-current liabilities | 476 | 532 | |||
Non-current amounts due to group undertakings | 0 | 0 | |||
Total non-current liabilities | 7,635 | 6,649 | |||
TOTAL LIABILITIES | 22,191 | 20,019 | |||
REDEEMABLE NON-CONTROLLING INTEREST | 55 | 51 | |||
EQUITY (i) | |||||
Total Willis Towers Watson shareholders’ equity | [1] | 9,915 | 10,065 | ||
Non-controlling interests | 111 | 118 | |||
Total equity | 10,026 | 10,183 | 10,901 | 2,360 | |
TOTAL LIABILITIES AND EQUITY | 32,272 | 30,253 | |||
Consolidating adjustments | Parent Issuer | |||||
ASSETS | |||||
Cash and cash equivalents | 0 | 0 | 0 | 0 | |
Fiduciary assets | 0 | 0 | |||
Accounts receivable, net | 0 | 0 | |||
Prepaid and other current assets | (51) | (59) | |||
Amounts due from group undertakings | (10,435) | (11,247) | |||
Total current assets | (10,486) | (11,306) | |||
Investments in subsidiaries | (14,881) | (12,364) | |||
Fixed assets, net | 0 | 0 | |||
Goodwill | 0 | 0 | |||
Other intangible assets, net | (61) | (64) | |||
Pension benefits assets | 0 | 0 | |||
Other non-current assets | (202) | (47) | |||
Non-current amounts due from group undertakings | (5,308) | (4,973) | |||
Total non-current assets | (20,452) | (17,448) | |||
TOTAL ASSETS | (30,938) | (28,754) | |||
LIABILITIES AND EQUITY | |||||
Fiduciary liabilities | 0 | 0 | |||
Deferred revenue and accrued expenses | 0 | (49) | |||
Short-term debt and current portion of long-term debt | 0 | 0 | |||
Other current liabilities | 9 | (2) | |||
Amounts due to group undertakings | (10,436) | (11,247) | |||
Total current liabilities | (10,427) | (11,298) | |||
Long-term debt | 0 | 0 | |||
Liability for pension benefits | 0 | 0 | |||
Deferred tax liabilities | (201) | (149) | |||
Provision for liabilities | 0 | 0 | |||
Other non-current liabilities | 0 | (14) | |||
Non-current amounts due to group undertakings | (5,308) | (4,973) | |||
Total non-current liabilities | (5,509) | (5,136) | |||
TOTAL LIABILITIES | (15,936) | (16,434) | |||
REDEEMABLE NON-CONTROLLING INTEREST | 0 | 0 | |||
EQUITY (i) | |||||
Total Willis Towers Watson shareholders’ equity | (15,002) | (12,320) | |||
Non-controlling interests | 0 | 0 | |||
Total equity | (15,002) | (12,320) | |||
TOTAL LIABILITIES AND EQUITY | (30,938) | (28,754) | |||
Willis Towers Watson — the Parent Issuer | Reportable Legal Entities | |||||
ASSETS | |||||
Cash and cash equivalents | 0 | 0 | 0 | 3 | |
Fiduciary assets | 0 | 0 | |||
Accounts receivable, net | 0 | 0 | |||
Prepaid and other current assets | 2 | 0 | |||
Amounts due from group undertakings | 6,131 | 7,229 | |||
Total current assets | 6,133 | 7,229 | |||
Investments in subsidiaries | 4,357 | 3,409 | |||
Fixed assets, net | 0 | 0 | |||
Goodwill | 0 | 0 | |||
Other intangible assets, net | 0 | 0 | |||
Pension benefits assets | 0 | 0 | |||
Other non-current assets | 0 | 0 | |||
Non-current amounts due from group undertakings | 0 | 0 | |||
Total non-current assets | 4,357 | 3,409 | |||
TOTAL ASSETS | 10,490 | 10,638 | |||
LIABILITIES AND EQUITY | |||||
Fiduciary liabilities | 0 | 0 | |||
Deferred revenue and accrued expenses | 1 | 0 | |||
Short-term debt and current portion of long-term debt | 0 | 0 | |||
Other current liabilities | 78 | 77 | |||
Amounts due to group undertakings | 0 | 0 | |||
Total current liabilities | 79 | 77 | |||
Long-term debt | 496 | 496 | |||
Liability for pension benefits | 0 | 0 | |||
Deferred tax liabilities | 0 | 0 | |||
Provision for liabilities | 0 | 0 | |||
Other non-current liabilities | 0 | 0 | |||
Non-current amounts due to group undertakings | 0 | 0 | |||
Total non-current liabilities | 496 | 496 | |||
TOTAL LIABILITIES | 575 | 573 | |||
REDEEMABLE NON-CONTROLLING INTEREST | 0 | 0 | |||
EQUITY (i) | |||||
Total Willis Towers Watson shareholders’ equity | 9,915 | 10,065 | |||
Non-controlling interests | 0 | 0 | |||
Total equity | 9,915 | 10,065 | |||
TOTAL LIABILITIES AND EQUITY | 10,490 | 10,638 | |||
The Guarantors | Reportable Legal Entities | |||||
ASSETS | |||||
Cash and cash equivalents | 5 | 0 | 0 | 2 | |
Fiduciary assets | 0 | 0 | |||
Accounts receivable, net | 5 | 7 | |||
Prepaid and other current assets | 169 | 72 | |||
Amounts due from group undertakings | 1,728 | 1,648 | |||
Total current assets | 1,907 | 1,727 | |||
Investments in subsidiaries | 10,524 | 8,955 | |||
Fixed assets, net | 35 | 34 | |||
Goodwill | 0 | 0 | |||
Other intangible assets, net | 61 | 64 | |||
Pension benefits assets | 0 | 0 | |||
Other non-current assets | 261 | 90 | |||
Non-current amounts due from group undertakings | 5,260 | 4,973 | |||
Total non-current assets | 16,141 | 14,116 | |||
TOTAL ASSETS | 18,048 | 15,843 | |||
LIABILITIES AND EQUITY | |||||
Fiduciary liabilities | 0 | 0 | |||
Deferred revenue and accrued expenses | 91 | 42 | |||
Short-term debt and current portion of long-term debt | 0 | 416 | |||
Other current liabilities | 160 | 117 | |||
Amounts due to group undertakings | 8,829 | 9,150 | |||
Total current liabilities | 9,080 | 9,725 | |||
Long-term debt | 3,891 | 2,692 | |||
Liability for pension benefits | 0 | 0 | |||
Deferred tax liabilities | 0 | 0 | |||
Provision for liabilities | 120 | 120 | |||
Other non-current liabilities | 66 | 63 | |||
Non-current amounts due to group undertakings | 0 | 0 | |||
Total non-current liabilities | 4,077 | 2,875 | |||
TOTAL LIABILITIES | 13,157 | 12,600 | |||
REDEEMABLE NON-CONTROLLING INTEREST | 0 | 0 | |||
EQUITY (i) | |||||
Total Willis Towers Watson shareholders’ equity | 4,891 | 3,243 | |||
Non-controlling interests | 0 | 0 | |||
Total equity | 4,891 | 3,243 | |||
TOTAL LIABILITIES AND EQUITY | 18,048 | 15,843 | |||
Other | Reportable Legal Entities | |||||
ASSETS | |||||
Cash and cash equivalents | 907 | 870 | $ 767 | $ 527 | |
Fiduciary assets | 12,206 | 10,505 | |||
Accounts receivable, net | 2,150 | 2,073 | |||
Prepaid and other current assets | 298 | 324 | |||
Amounts due from group undertakings | 2,576 | 2,370 | |||
Total current assets | 18,137 | 16,142 | |||
Investments in subsidiaries | 0 | 0 | |||
Fixed assets, net | 902 | 805 | |||
Goodwill | 10,529 | 10,413 | |||
Other intangible assets, net | 4,034 | 4,368 | |||
Pension benefits assets | 649 | 488 | |||
Other non-current assets | 373 | 310 | |||
Non-current amounts due from group undertakings | 48 | 0 | |||
Total non-current assets | 16,535 | 16,384 | |||
TOTAL ASSETS | 34,672 | 32,526 | |||
LIABILITIES AND EQUITY | |||||
Fiduciary liabilities | 12,206 | 10,505 | |||
Deferred revenue and accrued expenses | 1,380 | 1,488 | |||
Short-term debt and current portion of long-term debt | 85 | 92 | |||
Other current liabilities | 546 | 684 | |||
Amounts due to group undertakings | 1,607 | 2,097 | |||
Total current liabilities | 15,824 | 14,866 | |||
Long-term debt | 106 | 169 | |||
Liability for pension benefits | 1,207 | 1,321 | |||
Deferred tax liabilities | 1,057 | 1,013 | |||
Provision for liabilities | 483 | 455 | |||
Other non-current liabilities | 410 | 483 | |||
Non-current amounts due to group undertakings | 5,308 | 4,973 | |||
Total non-current liabilities | 8,571 | 8,414 | |||
TOTAL LIABILITIES | 24,395 | 23,280 | |||
REDEEMABLE NON-CONTROLLING INTEREST | 55 | 51 | |||
EQUITY (i) | |||||
Total Willis Towers Watson shareholders’ equity | 10,111 | 9,077 | |||
Non-controlling interests | 111 | 118 | |||
Total equity | 10,222 | 9,195 | |||
TOTAL LIABILITIES AND EQUITY | $ 34,672 | $ 32,526 | |||
[1] | Equity includes (a) Ordinary shares $0.000304635 nominal value; Authorized 1,510,003,775; Issued 132,529,824 (2017) and 137,075,068 (2016); Outstanding 132,283,444 (2017) and 136,296,771 (2016); (b) Ordinary shares, €1 nominal value; Authorized and Issued 40,000 shares in 2017 and 2016; and (c) Preference shares, $0.000115 nominal value; Authorized 1,000,000,000 and Issued none in 2017 and 2016. |
Financial Information for Par85
Financial Information for Parent Issuer, Guarantor Subsidiaries and Non-Guarantor Subsidiaries - Unaudited Condensed Consolidated Statement of Cash Flows (Details) - USD ($) $ in Millions | 9 Months Ended | |
Sep. 30, 2017 | Sep. 30, 2016 | |
Condensed Financial Statements, Captions [Line Items] | ||
NET CASH FROM/(USED IN) OPERATING ACTIVITIES | $ 515 | $ 621 |
CASH FLOWS (USED IN)/FROM INVESTING ACTIVITIES | ||
Additions to fixed assets and software for internal use | (198) | (151) |
Capitalized software costs | (52) | (64) |
Acquisitions of operations, net of cash acquired | (13) | 476 |
Other, net | 1 | 22 |
Proceeds from intercompany investing activities | 0 | 0 |
Repayments of intercompany investing activities | 0 | 0 |
Reduction in investment in subsidiaries | 0 | 0 |
Additional investment in subsidiaries | 0 | 0 |
Net cash (used in)/from investing activities | (262) | 283 |
CASH FLOWS USED IN FINANCING ACTIVITIES | ||
Net borrowings/(payments) on revolving credit facility | 675 | (389) |
Senior notes issued | 650 | 1,606 |
Proceeds from issuance of other debt | 32 | 404 |
Debt issuance costs | (9) | (14) |
Repayments of debt | (714) | (1,861) |
Repurchase of shares | (462) | (222) |
Proceeds from issuance of shares | 44 | 44 |
Payments related to share cancellation | (177) | 0 |
Payments of deferred and contingent consideration related to acquisitions | (43) | (64) |
Cash paid for employee taxes on withholding shares | (14) | (13) |
Dividends paid | (209) | (133) |
Acquisitions of and dividends paid to non-controlling interests | (19) | (17) |
Proceeds from intercompany financing activities | 0 | 0 |
Repayments of intercompany financing activities | 0 | 0 |
Net cash provided by (used in) financing activities | (246) | (659) |
INCREASE IN CASH AND CASH EQUIVALENTS | 7 | 245 |
Effect of exchange rate changes on cash and cash equivalents | 35 | (10) |
CASH AND CASH EQUIVALENTS, BEGINNING OF PERIOD | 870 | 532 |
CASH AND CASH EQUIVALENTS, END OF PERIOD | 912 | 767 |
Consolidating adjustments | Parent Issuer | ||
Condensed Financial Statements, Captions [Line Items] | ||
NET CASH FROM/(USED IN) OPERATING ACTIVITIES | (129) | (69) |
CASH FLOWS (USED IN)/FROM INVESTING ACTIVITIES | ||
Additions to fixed assets and software for internal use | 0 | 64 |
Capitalized software costs | 0 | 0 |
Acquisitions of operations, net of cash acquired | 0 | 0 |
Other, net | 0 | 5 |
Proceeds from intercompany investing activities | (1,468) | (95) |
Repayments of intercompany investing activities | 506 | 8,773 |
Reduction in investment in subsidiaries | (1,207) | (8,200) |
Additional investment in subsidiaries | 1,207 | 8,200 |
Net cash (used in)/from investing activities | (962) | 8,747 |
CASH FLOWS USED IN FINANCING ACTIVITIES | ||
Net borrowings/(payments) on revolving credit facility | 0 | 0 |
Senior notes issued | 0 | 0 |
Proceeds from issuance of other debt | 0 | 0 |
Debt issuance costs | 0 | 0 |
Repayments of debt | 0 | 0 |
Repurchase of shares | 0 | 0 |
Proceeds from issuance of shares | 0 | 0 |
Payments related to share cancellation | 0 | |
Payments of deferred and contingent consideration related to acquisitions | 0 | 0 |
Cash paid for employee taxes on withholding shares | 0 | 0 |
Dividends paid | 129 | 0 |
Acquisitions of and dividends paid to non-controlling interests | 0 | 0 |
Proceeds from intercompany financing activities | (506) | (8,773) |
Repayments of intercompany financing activities | 1,468 | 95 |
Net cash provided by (used in) financing activities | 1,091 | (8,678) |
INCREASE IN CASH AND CASH EQUIVALENTS | 0 | 0 |
Effect of exchange rate changes on cash and cash equivalents | 0 | 0 |
CASH AND CASH EQUIVALENTS, BEGINNING OF PERIOD | 0 | 0 |
CASH AND CASH EQUIVALENTS, END OF PERIOD | 0 | 0 |
Willis Towers Watson — the Parent Issuer | Reportable Legal Entities | ||
Condensed Financial Statements, Captions [Line Items] | ||
NET CASH FROM/(USED IN) OPERATING ACTIVITIES | 525 | 6 |
CASH FLOWS (USED IN)/FROM INVESTING ACTIVITIES | ||
Additions to fixed assets and software for internal use | 0 | 0 |
Capitalized software costs | 0 | 0 |
Acquisitions of operations, net of cash acquired | 0 | 0 |
Other, net | 0 | 0 |
Proceeds from intercompany investing activities | 1,102 | 47 |
Repayments of intercompany investing activities | 0 | (4,015) |
Reduction in investment in subsidiaries | 0 | 4,600 |
Additional investment in subsidiaries | (1,000) | 0 |
Net cash (used in)/from investing activities | 102 | 632 |
CASH FLOWS USED IN FINANCING ACTIVITIES | ||
Net borrowings/(payments) on revolving credit facility | 0 | 0 |
Senior notes issued | 0 | 0 |
Proceeds from issuance of other debt | 0 | 0 |
Debt issuance costs | 0 | 0 |
Repayments of debt | 0 | (300) |
Repurchase of shares | (462) | (222) |
Proceeds from issuance of shares | 44 | 44 |
Payments related to share cancellation | 0 | |
Payments of deferred and contingent consideration related to acquisitions | 0 | 0 |
Cash paid for employee taxes on withholding shares | 0 | 0 |
Dividends paid | (209) | (133) |
Acquisitions of and dividends paid to non-controlling interests | 0 | 0 |
Proceeds from intercompany financing activities | 0 | 0 |
Repayments of intercompany financing activities | 0 | (30) |
Net cash provided by (used in) financing activities | (627) | (641) |
INCREASE IN CASH AND CASH EQUIVALENTS | 0 | (3) |
Effect of exchange rate changes on cash and cash equivalents | 0 | 0 |
CASH AND CASH EQUIVALENTS, BEGINNING OF PERIOD | 0 | 3 |
CASH AND CASH EQUIVALENTS, END OF PERIOD | 0 | 0 |
The Guarantors | Reportable Legal Entities | ||
Condensed Financial Statements, Captions [Line Items] | ||
NET CASH FROM/(USED IN) OPERATING ACTIVITIES | (655) | (305) |
CASH FLOWS (USED IN)/FROM INVESTING ACTIVITIES | ||
Additions to fixed assets and software for internal use | (6) | (84) |
Capitalized software costs | 0 | 0 |
Acquisitions of operations, net of cash acquired | 0 | 0 |
Other, net | 0 | 1 |
Proceeds from intercompany investing activities | 143 | 30 |
Repayments of intercompany investing activities | (195) | (3,953) |
Reduction in investment in subsidiaries | 1,148 | 3,600 |
Additional investment in subsidiaries | (207) | (4,600) |
Net cash (used in)/from investing activities | 883 | (5,006) |
CASH FLOWS USED IN FINANCING ACTIVITIES | ||
Net borrowings/(payments) on revolving credit facility | 675 | (389) |
Senior notes issued | 650 | 1,606 |
Proceeds from issuance of other debt | 0 | 400 |
Debt issuance costs | (9) | (14) |
Repayments of debt | (619) | (1,032) |
Repurchase of shares | 0 | 0 |
Proceeds from issuance of shares | 0 | 0 |
Payments related to share cancellation | 0 | |
Payments of deferred and contingent consideration related to acquisitions | 0 | 0 |
Cash paid for employee taxes on withholding shares | 0 | 0 |
Dividends paid | 0 | 0 |
Acquisitions of and dividends paid to non-controlling interests | 0 | 0 |
Proceeds from intercompany financing activities | 311 | 4,756 |
Repayments of intercompany financing activities | (1,231) | (18) |
Net cash provided by (used in) financing activities | (223) | 5,309 |
INCREASE IN CASH AND CASH EQUIVALENTS | 5 | (2) |
Effect of exchange rate changes on cash and cash equivalents | 0 | 0 |
CASH AND CASH EQUIVALENTS, BEGINNING OF PERIOD | 0 | 2 |
CASH AND CASH EQUIVALENTS, END OF PERIOD | 5 | 0 |
Other | Reportable Legal Entities | ||
Condensed Financial Statements, Captions [Line Items] | ||
NET CASH FROM/(USED IN) OPERATING ACTIVITIES | 774 | 989 |
CASH FLOWS (USED IN)/FROM INVESTING ACTIVITIES | ||
Additions to fixed assets and software for internal use | (192) | (131) |
Capitalized software costs | (52) | (64) |
Acquisitions of operations, net of cash acquired | (13) | 476 |
Other, net | 1 | 16 |
Proceeds from intercompany investing activities | 223 | 18 |
Repayments of intercompany investing activities | (311) | (805) |
Reduction in investment in subsidiaries | 59 | 0 |
Additional investment in subsidiaries | 0 | (3,600) |
Net cash (used in)/from investing activities | (285) | (4,090) |
CASH FLOWS USED IN FINANCING ACTIVITIES | ||
Net borrowings/(payments) on revolving credit facility | 0 | 0 |
Senior notes issued | 0 | 0 |
Proceeds from issuance of other debt | 32 | 4 |
Debt issuance costs | 0 | 0 |
Repayments of debt | (95) | (529) |
Repurchase of shares | 0 | 0 |
Proceeds from issuance of shares | 0 | 0 |
Payments related to share cancellation | (177) | |
Payments of deferred and contingent consideration related to acquisitions | (43) | (64) |
Cash paid for employee taxes on withholding shares | (14) | (13) |
Dividends paid | (129) | 0 |
Acquisitions of and dividends paid to non-controlling interests | (19) | (17) |
Proceeds from intercompany financing activities | 195 | 4,017 |
Repayments of intercompany financing activities | (237) | (47) |
Net cash provided by (used in) financing activities | (487) | 3,351 |
INCREASE IN CASH AND CASH EQUIVALENTS | 2 | 250 |
Effect of exchange rate changes on cash and cash equivalents | 35 | (10) |
CASH AND CASH EQUIVALENTS, BEGINNING OF PERIOD | 870 | 527 |
CASH AND CASH EQUIVALENTS, END OF PERIOD | $ 907 | $ 767 |
Financial Information for Iss86
Financial Information for Issuer, Parent Guarantor, Other Guarantor Subsidiaries and Non-Guarantor Subsidiaries - Narrative (Details) € in Millions | Sep. 30, 2017USD ($) | Mar. 07, 2017USD ($) | Dec. 31, 2016USD ($) | May 26, 2016USD ($) | May 26, 2016EUR (€) | Mar. 22, 2016USD ($) | Aug. 15, 2013USD ($) |
Debt Instrument [Line Items] | |||||||
Long-term debt | $ 4,493,000,000 | $ 3,357,000,000 | |||||
Line of Credit | Revolving $1.25 billion credit facility | Revolving Credit Facility | |||||||
Debt Instrument [Line Items] | |||||||
Long-term debt | 917,000,000 | $ 0 | |||||
Maximum borrowing capacity | 1,250,000,000 | $ 1,250,000,000 | |||||
Trinity Acquisition plc | Senior Notes | |||||||
Debt Instrument [Line Items] | |||||||
Face amount of note | $ 2,134,000,000 | $ 609,000,000 | € 540 | $ 1,000,000,000 | $ 525,000,000 | ||
The Other Guarantors | |||||||
Debt Instrument [Line Items] | |||||||
Subsidiary, ownership percentage by parent | 100.00% |
Financial Information for Iss87
Financial Information for Issuer, Parent Guarantor, Other Guarantor Subsidiaries and Non-Guarantor Subsidiaries - Unaudited Condensed Consolidated Statement of Comprehensive Income (Details) - USD ($) $ in Millions | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2017 | Sep. 30, 2016 | Sep. 30, 2017 | Sep. 30, 2016 | |
Revenues | ||||
Commissions and fees | $ 1,832 | $ 1,761 | $ 6,065 | $ 5,874 |
Interest and other income | 20 | 16 | 59 | 86 |
Total revenues | 1,852 | 1,777 | 6,124 | 5,960 |
Costs of providing services | ||||
Salaries and benefits | 1,145 | 1,119 | 3,484 | 3,519 |
Other operating expenses | 366 | 370 | 1,158 | 1,171 |
Depreciation | 54 | 45 | 151 | 132 |
Amortization | 141 | 157 | 441 | 443 |
Restructuring costs | 31 | 49 | 85 | 115 |
Transaction and integration expenses | 74 | 36 | 177 | 117 |
Total costs of providing services | 1,811 | 1,776 | 5,496 | 5,497 |
Income from operations | 41 | 1 | 628 | 463 |
Income from Group undertakings | 0 | 0 | 0 | 0 |
Expenses due to Group undertakings | 0 | 0 | 0 | 0 |
Interest expense | 47 | 45 | 139 | 138 |
Other expense, net | 29 | 14 | 79 | 26 |
(LOSS)/INCOME FROM OPERATIONS BEFORE INCOME TAXES AND INTEREST IN EARNINGS OF ASSOCIATES | (35) | (58) | 410 | 299 |
Provision for/(benefit from) income taxes | 19 | (26) | 73 | 11 |
(LOSS)/INCOME FROM OPERATIONS BEFORE INTEREST IN EARNINGS OF ASSOCIATES | (54) | (32) | 337 | 288 |
Interest in earnings of associates, net of tax | 0 | 1 | 2 | 2 |
Equity account for subsidiaries | 0 | 0 | 0 | 0 |
NET (LOSS)/INCOME | (54) | (31) | 339 | 290 |
Income attributable to non-controlling interests | 0 | (1) | (16) | (12) |
NET (LOSS)/INCOME ATTRIBUTABLE TO WILLIS TOWERS WATSON | (54) | (32) | 323 | 278 |
Comprehensive income/(loss) before non-controlling interests | 34 | (73) | 546 | 96 |
Comprehensive loss attributable to non-controlling interest | 12 | 1 | (15) | (2) |
Comprehensive income/(loss) attributable to Willis Towers Watson | 46 | (72) | 531 | 94 |
Consolidating adjustments | Issuer | ||||
Revenues | ||||
Commissions and fees | 0 | 0 | 0 | 0 |
Interest and other income | 0 | 0 | 0 | 0 |
Total revenues | 0 | 0 | 0 | 0 |
Costs of providing services | ||||
Salaries and benefits | 0 | 0 | 0 | 0 |
Other operating expenses | 0 | 0 | 0 | 0 |
Depreciation | 0 | 0 | 0 | 0 |
Amortization | (3) | 0 | (3) | 0 |
Restructuring costs | 0 | 0 | 0 | 0 |
Transaction and integration expenses | 0 | 0 | 0 | 0 |
Total costs of providing services | (3) | 0 | (3) | 0 |
Income from operations | 3 | 0 | 3 | 0 |
Income from Group undertakings | 223 | 223 | 677 | 653 |
Expenses due to Group undertakings | (223) | (223) | (677) | (653) |
Interest expense | 0 | 0 | 0 | 0 |
Other expense, net | 197 | 0 | 197 | 0 |
(LOSS)/INCOME FROM OPERATIONS BEFORE INCOME TAXES AND INTEREST IN EARNINGS OF ASSOCIATES | (194) | 0 | (194) | 0 |
Provision for/(benefit from) income taxes | 0 | 0 | 0 | 0 |
(LOSS)/INCOME FROM OPERATIONS BEFORE INTEREST IN EARNINGS OF ASSOCIATES | (194) | 0 | (194) | 0 |
Interest in earnings of associates, net of tax | 0 | 0 | 0 | 0 |
Equity account for subsidiaries | 256 | 132 | (687) | (600) |
NET (LOSS)/INCOME | 62 | 132 | (881) | (600) |
Income attributable to non-controlling interests | 0 | 0 | 0 | 0 |
NET (LOSS)/INCOME ATTRIBUTABLE TO WILLIS TOWERS WATSON | 62 | 132 | (881) | (600) |
Comprehensive income/(loss) before non-controlling interests | (72) | 207 | (1,307) | (187) |
Comprehensive loss attributable to non-controlling interest | 0 | 0 | 0 | 0 |
Comprehensive income/(loss) attributable to Willis Towers Watson | (72) | 207 | (1,307) | (187) |
Willis Towers Watson | Reportable Legal Entities | ||||
Revenues | ||||
Commissions and fees | 0 | 0 | 0 | 0 |
Interest and other income | 0 | 0 | 0 | 0 |
Total revenues | 0 | 0 | 0 | 0 |
Costs of providing services | ||||
Salaries and benefits | 2 | 0 | 4 | 1 |
Other operating expenses | 0 | 1 | 2 | 4 |
Depreciation | 0 | 0 | 0 | 0 |
Amortization | 0 | 0 | 0 | 0 |
Restructuring costs | 0 | 0 | 0 | 0 |
Transaction and integration expenses | 0 | 0 | 0 | 0 |
Total costs of providing services | 2 | 1 | 6 | 5 |
Income from operations | (2) | (1) | (6) | (5) |
Income from Group undertakings | 0 | 0 | 0 | 0 |
Expenses due to Group undertakings | 0 | 0 | 0 | 0 |
Interest expense | 8 | 8 | 23 | 25 |
Other expense, net | 0 | 0 | 0 | 1 |
(LOSS)/INCOME FROM OPERATIONS BEFORE INCOME TAXES AND INTEREST IN EARNINGS OF ASSOCIATES | (10) | (9) | (29) | (31) |
Provision for/(benefit from) income taxes | (1) | 0 | (2) | 0 |
(LOSS)/INCOME FROM OPERATIONS BEFORE INTEREST IN EARNINGS OF ASSOCIATES | (9) | (9) | (27) | (31) |
Interest in earnings of associates, net of tax | 0 | 0 | 0 | 0 |
Equity account for subsidiaries | (45) | (23) | 350 | 309 |
NET (LOSS)/INCOME | (54) | (32) | 323 | 278 |
Income attributable to non-controlling interests | 0 | 0 | 0 | 0 |
NET (LOSS)/INCOME ATTRIBUTABLE TO WILLIS TOWERS WATSON | (54) | (32) | 323 | 278 |
Comprehensive income/(loss) before non-controlling interests | 46 | (72) | 531 | 94 |
Comprehensive loss attributable to non-controlling interest | 0 | 0 | 0 | 0 |
Comprehensive income/(loss) attributable to Willis Towers Watson | 46 | (72) | 531 | 94 |
The Other Guarantors | Reportable Legal Entities | ||||
Revenues | ||||
Commissions and fees | 3 | 5 | 14 | 16 |
Interest and other income | 0 | 0 | 0 | 1 |
Total revenues | 3 | 5 | 14 | 17 |
Costs of providing services | ||||
Salaries and benefits | 20 | 14 | 40 | 39 |
Other operating expenses | 35 | 37 | 89 | 166 |
Depreciation | 2 | 5 | 5 | 14 |
Amortization | 1 | 0 | 3 | 0 |
Restructuring costs | 2 | 14 | 6 | 41 |
Transaction and integration expenses | 6 | 6 | 38 | 28 |
Total costs of providing services | 66 | 76 | 181 | 288 |
Income from operations | (63) | (71) | (167) | (271) |
Income from Group undertakings | (148) | (155) | (457) | (451) |
Expenses due to Group undertakings | 57 | 57 | 180 | 173 |
Interest expense | 9 | 10 | 24 | 28 |
Other expense, net | (48) | 0 | (48) | (2) |
(LOSS)/INCOME FROM OPERATIONS BEFORE INCOME TAXES AND INTEREST IN EARNINGS OF ASSOCIATES | 67 | 17 | 134 | (19) |
Provision for/(benefit from) income taxes | 6 | (19) | 11 | (74) |
(LOSS)/INCOME FROM OPERATIONS BEFORE INTEREST IN EARNINGS OF ASSOCIATES | 61 | 36 | 123 | 55 |
Interest in earnings of associates, net of tax | 0 | 0 | 0 | 0 |
Equity account for subsidiaries | (103) | (54) | 220 | 234 |
NET (LOSS)/INCOME | (42) | (18) | 343 | 289 |
Income attributable to non-controlling interests | 0 | 0 | 0 | 0 |
NET (LOSS)/INCOME ATTRIBUTABLE TO WILLIS TOWERS WATSON | (42) | (18) | 343 | 289 |
Comprehensive income/(loss) before non-controlling interests | 62 | (58) | 552 | 104 |
Comprehensive loss attributable to non-controlling interest | 0 | 0 | 0 | 0 |
Comprehensive income/(loss) attributable to Willis Towers Watson | 62 | (58) | 552 | 104 |
The Issuer | Reportable Legal Entities | ||||
Revenues | ||||
Commissions and fees | 0 | 0 | 0 | 0 |
Interest and other income | 0 | 0 | 0 | 0 |
Total revenues | 0 | 0 | 0 | 0 |
Costs of providing services | ||||
Salaries and benefits | 0 | 0 | 0 | 0 |
Other operating expenses | 1 | 0 | 1 | 0 |
Depreciation | 0 | 0 | 0 | 0 |
Amortization | 0 | 0 | 0 | 0 |
Restructuring costs | 0 | 0 | 0 | 0 |
Transaction and integration expenses | 0 | 0 | 0 | 0 |
Total costs of providing services | 1 | 0 | 1 | 0 |
Income from operations | (1) | 0 | (1) | 0 |
Income from Group undertakings | (36) | (34) | (108) | (98) |
Expenses due to Group undertakings | 6 | 6 | 19 | 19 |
Interest expense | 25 | 22 | 76 | 66 |
Other expense, net | 0 | 0 | 0 | 0 |
(LOSS)/INCOME FROM OPERATIONS BEFORE INCOME TAXES AND INTEREST IN EARNINGS OF ASSOCIATES | 4 | 6 | 12 | 13 |
Provision for/(benefit from) income taxes | 0 | 0 | 1 | 1 |
(LOSS)/INCOME FROM OPERATIONS BEFORE INTEREST IN EARNINGS OF ASSOCIATES | 4 | 6 | 11 | 12 |
Interest in earnings of associates, net of tax | 0 | 0 | 0 | 0 |
Equity account for subsidiaries | (108) | (55) | 117 | 57 |
NET (LOSS)/INCOME | (104) | (49) | 128 | 69 |
Income attributable to non-controlling interests | 0 | 0 | 0 | 0 |
NET (LOSS)/INCOME ATTRIBUTABLE TO WILLIS TOWERS WATSON | (104) | (49) | 128 | 69 |
Comprehensive income/(loss) before non-controlling interests | 2 | (59) | 336 | (3) |
Comprehensive loss attributable to non-controlling interest | 0 | 0 | 0 | 0 |
Comprehensive income/(loss) attributable to Willis Towers Watson | 2 | (59) | 336 | (3) |
Other | Reportable Legal Entities | ||||
Revenues | ||||
Commissions and fees | 1,829 | 1,756 | 6,051 | 5,858 |
Interest and other income | 20 | 16 | 59 | 85 |
Total revenues | 1,849 | 1,772 | 6,110 | 5,943 |
Costs of providing services | ||||
Salaries and benefits | 1,123 | 1,105 | 3,440 | 3,479 |
Other operating expenses | 330 | 332 | 1,066 | 1,001 |
Depreciation | 52 | 40 | 146 | 118 |
Amortization | 143 | 157 | 441 | 443 |
Restructuring costs | 29 | 35 | 79 | 74 |
Transaction and integration expenses | 68 | 30 | 139 | 89 |
Total costs of providing services | 1,745 | 1,699 | 5,311 | 5,204 |
Income from operations | 104 | 73 | 799 | 739 |
Income from Group undertakings | (39) | (34) | (112) | (104) |
Expenses due to Group undertakings | 160 | 160 | 478 | 461 |
Interest expense | 5 | 5 | 16 | 19 |
Other expense, net | (120) | 14 | (70) | 27 |
(LOSS)/INCOME FROM OPERATIONS BEFORE INCOME TAXES AND INTEREST IN EARNINGS OF ASSOCIATES | 98 | (72) | 487 | 336 |
Provision for/(benefit from) income taxes | 14 | (7) | 63 | 84 |
(LOSS)/INCOME FROM OPERATIONS BEFORE INTEREST IN EARNINGS OF ASSOCIATES | 84 | (65) | 424 | 252 |
Interest in earnings of associates, net of tax | 0 | 1 | 2 | 2 |
Equity account for subsidiaries | 0 | 0 | 0 | 0 |
NET (LOSS)/INCOME | 84 | (64) | 426 | 254 |
Income attributable to non-controlling interests | 0 | (1) | (16) | (12) |
NET (LOSS)/INCOME ATTRIBUTABLE TO WILLIS TOWERS WATSON | 84 | (65) | 410 | 242 |
Comprehensive income/(loss) before non-controlling interests | (4) | (91) | 434 | 88 |
Comprehensive loss attributable to non-controlling interest | 12 | 1 | (15) | (2) |
Comprehensive income/(loss) attributable to Willis Towers Watson | $ 8 | $ (90) | $ 419 | $ 86 |
Financial Information for Iss88
Financial Information for Issuer, Parent Guarantor, Other Guarantor Subsidiaries and Non-Guarantor Subsidiaries - Unaudited Condensed Consolidated Balance Sheet (Details) - USD ($) $ in Millions | Sep. 30, 2017 | Dec. 31, 2016 | Sep. 30, 2016 | Dec. 31, 2015 | |
ASSETS | |||||
Cash and cash equivalents | $ 912 | $ 870 | $ 767 | $ 532 | |
Fiduciary assets | 12,206 | 10,505 | |||
Accounts receivable, net | 2,155 | 2,080 | |||
Prepaid and other current assets | 418 | 337 | |||
Amounts due from group undertakings | 0 | 0 | |||
Total current assets | 15,691 | 13,792 | |||
Investments in subsidiaries | 0 | 0 | |||
Fixed assets, net | 937 | 839 | |||
Goodwill | 10,529 | 10,413 | |||
Other intangible assets, net | 4,034 | 4,368 | |||
Pension benefits assets | 649 | 488 | |||
Other non-current assets | 432 | 353 | |||
Non-current amounts due from group undertakings | 0 | 0 | |||
Total non-current assets | 16,581 | 16,461 | |||
TOTAL ASSETS | 32,272 | 30,253 | |||
LIABILITIES AND EQUITY | |||||
Fiduciary liabilities | 12,206 | 10,505 | |||
Deferred revenue and accrued expenses | 1,472 | 1,481 | |||
Short-term debt and current portion of long-term debt | 85 | 508 | |||
Other current liabilities | 793 | 876 | |||
Amounts due to group undertakings | 0 | 0 | |||
Total current liabilities | 14,556 | 13,370 | |||
Long-term debt | 4,493 | 3,357 | |||
Liability for pension benefits | 1,207 | 1,321 | |||
Deferred tax liabilities | 856 | 864 | |||
Provision for liabilities | 603 | 575 | |||
Other non-current liabilities | 476 | 532 | |||
Non-current amounts due to group undertakings | 0 | 0 | |||
Total non-current liabilities | 7,635 | 6,649 | |||
TOTAL LIABILITIES | 22,191 | 20,019 | |||
REDEEMABLE NON-CONTROLLING INTEREST | 55 | 51 | |||
EQUITY (i) | |||||
Total Willis Towers Watson shareholders’ equity | [1] | 9,915 | 10,065 | ||
Non-controlling interests | 111 | 118 | |||
Total equity | 10,026 | 10,183 | 10,901 | 2,360 | |
TOTAL LIABILITIES AND EQUITY | 32,272 | 30,253 | |||
Consolidating adjustments | Issuer | |||||
ASSETS | |||||
Cash and cash equivalents | 0 | 0 | 0 | 0 | |
Fiduciary assets | 0 | 0 | |||
Accounts receivable, net | 0 | 0 | |||
Prepaid and other current assets | (55) | (62) | |||
Amounts due from group undertakings | (11,811) | (12,043) | |||
Total current assets | (11,866) | (12,105) | |||
Investments in subsidiaries | (16,612) | (19,339) | |||
Fixed assets, net | 0 | 0 | |||
Goodwill | 0 | 0 | |||
Other intangible assets, net | (61) | (64) | |||
Pension benefits assets | 0 | 0 | |||
Other non-current assets | (201) | (47) | |||
Non-current amounts due from group undertakings | (5,827) | (5,914) | |||
Total non-current assets | (22,701) | (25,364) | |||
TOTAL ASSETS | (34,567) | (37,469) | |||
LIABILITIES AND EQUITY | |||||
Fiduciary liabilities | 0 | 0 | |||
Deferred revenue and accrued expenses | 0 | (49) | |||
Short-term debt and current portion of long-term debt | 0 | 0 | |||
Other current liabilities | 5 | (5) | |||
Amounts due to group undertakings | (11,389) | (12,043) | |||
Total current liabilities | (11,384) | (12,097) | |||
Long-term debt | 0 | 0 | |||
Liability for pension benefits | 0 | 0 | |||
Deferred tax liabilities | (201) | (149) | |||
Provision for liabilities | 0 | 0 | |||
Other non-current liabilities | 0 | (14) | |||
Non-current amounts due to group undertakings | (6,250) | (5,914) | |||
Total non-current liabilities | (6,451) | (6,077) | |||
TOTAL LIABILITIES | (17,835) | (18,174) | |||
REDEEMABLE NON-CONTROLLING INTEREST | 0 | 0 | |||
EQUITY (i) | |||||
Total Willis Towers Watson shareholders’ equity | (16,732) | (19,295) | |||
Non-controlling interests | 0 | 0 | |||
Total equity | (16,732) | (19,295) | |||
TOTAL LIABILITIES AND EQUITY | (34,567) | (37,469) | |||
Willis Towers Watson | Reportable Legal Entities | |||||
ASSETS | |||||
Cash and cash equivalents | 0 | 0 | 0 | 3 | |
Fiduciary assets | 0 | 0 | |||
Accounts receivable, net | 0 | 0 | |||
Prepaid and other current assets | 2 | 0 | |||
Amounts due from group undertakings | 6,131 | 7,229 | |||
Total current assets | 6,133 | 7,229 | |||
Investments in subsidiaries | 4,357 | 3,409 | |||
Fixed assets, net | 0 | 0 | |||
Goodwill | 0 | 0 | |||
Other intangible assets, net | 0 | 0 | |||
Pension benefits assets | 0 | 0 | |||
Other non-current assets | 0 | 0 | |||
Non-current amounts due from group undertakings | 0 | 0 | |||
Total non-current assets | 4,357 | 3,409 | |||
TOTAL ASSETS | 10,490 | 10,638 | |||
LIABILITIES AND EQUITY | |||||
Fiduciary liabilities | 0 | 0 | |||
Deferred revenue and accrued expenses | 1 | 0 | |||
Short-term debt and current portion of long-term debt | 0 | 0 | |||
Other current liabilities | 78 | 77 | |||
Amounts due to group undertakings | 0 | 0 | |||
Total current liabilities | 79 | 77 | |||
Long-term debt | 496 | 496 | |||
Liability for pension benefits | 0 | 0 | |||
Deferred tax liabilities | 0 | 0 | |||
Provision for liabilities | 0 | 0 | |||
Other non-current liabilities | 0 | 0 | |||
Non-current amounts due to group undertakings | 0 | 0 | |||
Total non-current liabilities | 496 | 496 | |||
TOTAL LIABILITIES | 575 | 573 | |||
REDEEMABLE NON-CONTROLLING INTEREST | 0 | 0 | |||
EQUITY (i) | |||||
Total Willis Towers Watson shareholders’ equity | 9,915 | 10,065 | |||
Non-controlling interests | 0 | 0 | |||
Total equity | 9,915 | 10,065 | |||
TOTAL LIABILITIES AND EQUITY | 10,490 | 10,638 | |||
The Other Guarantors | Reportable Legal Entities | |||||
ASSETS | |||||
Cash and cash equivalents | 5 | 0 | 0 | 2 | |
Fiduciary assets | 0 | 0 | |||
Accounts receivable, net | 5 | 7 | |||
Prepaid and other current assets | 172 | 74 | |||
Amounts due from group undertakings | 1,449 | 849 | |||
Total current assets | 1,631 | 930 | |||
Investments in subsidiaries | 10,112 | 8,621 | |||
Fixed assets, net | 35 | 34 | |||
Goodwill | 0 | 0 | |||
Other intangible assets, net | 61 | 64 | |||
Pension benefits assets | 0 | 0 | |||
Other non-current assets | 259 | 90 | |||
Non-current amounts due from group undertakings | 4,461 | 4,859 | |||
Total non-current assets | 14,928 | 13,668 | |||
TOTAL ASSETS | 16,559 | 14,598 | |||
LIABILITIES AND EQUITY | |||||
Fiduciary liabilities | 0 | 0 | |||
Deferred revenue and accrued expenses | 91 | 41 | |||
Short-term debt and current portion of long-term debt | 0 | 394 | |||
Other current liabilities | 150 | 87 | |||
Amounts due to group undertakings | 9,775 | 9,946 | |||
Total current liabilities | 10,016 | 10,468 | |||
Long-term debt | 946 | 186 | |||
Liability for pension benefits | 0 | 0 | |||
Deferred tax liabilities | 0 | 0 | |||
Provision for liabilities | 120 | 120 | |||
Other non-current liabilities | 66 | 63 | |||
Non-current amounts due to group undertakings | 519 | 518 | |||
Total non-current liabilities | 1,651 | 887 | |||
TOTAL LIABILITIES | 11,667 | 11,355 | |||
REDEEMABLE NON-CONTROLLING INTEREST | 0 | 0 | |||
EQUITY (i) | |||||
Total Willis Towers Watson shareholders’ equity | 4,892 | 3,243 | |||
Non-controlling interests | 0 | 0 | |||
Total equity | 4,892 | 3,243 | |||
TOTAL LIABILITIES AND EQUITY | 16,559 | 14,598 | |||
The Issuer | Reportable Legal Entities | |||||
ASSETS | |||||
Cash and cash equivalents | 0 | 0 | 0 | 0 | |
Fiduciary assets | 0 | 0 | |||
Accounts receivable, net | 0 | 0 | |||
Prepaid and other current assets | 1 | 1 | |||
Amounts due from group undertakings | 1,655 | 1,595 | |||
Total current assets | 1,656 | 1,596 | |||
Investments in subsidiaries | 2,143 | 7,309 | |||
Fixed assets, net | 0 | 0 | |||
Goodwill | 0 | 0 | |||
Other intangible assets, net | 0 | 0 | |||
Pension benefits assets | 0 | 0 | |||
Other non-current assets | 1 | 0 | |||
Non-current amounts due from group undertakings | 1,318 | 1,055 | |||
Total non-current assets | 3,462 | 8,364 | |||
TOTAL ASSETS | 5,118 | 9,960 | |||
LIABILITIES AND EQUITY | |||||
Fiduciary liabilities | 0 | 0 | |||
Deferred revenue and accrued expenses | 0 | 1 | |||
Short-term debt and current portion of long-term debt | 0 | 22 | |||
Other current liabilities | 14 | 33 | |||
Amounts due to group undertakings | 7 | 0 | |||
Total current liabilities | 21 | 56 | |||
Long-term debt | 2,945 | 2,506 | |||
Liability for pension benefits | 0 | 0 | |||
Deferred tax liabilities | 0 | 0 | |||
Provision for liabilities | 0 | 0 | |||
Other non-current liabilities | 0 | 0 | |||
Non-current amounts due to group undertakings | 423 | 423 | |||
Total non-current liabilities | 3,368 | 2,929 | |||
TOTAL LIABILITIES | 3,389 | 2,985 | |||
REDEEMABLE NON-CONTROLLING INTEREST | 0 | 0 | |||
EQUITY (i) | |||||
Total Willis Towers Watson shareholders’ equity | 1,729 | 6,975 | |||
Non-controlling interests | 0 | 0 | |||
Total equity | 1,729 | 6,975 | |||
TOTAL LIABILITIES AND EQUITY | 5,118 | 9,960 | |||
Other | Reportable Legal Entities | |||||
ASSETS | |||||
Cash and cash equivalents | 907 | 870 | $ 767 | $ 527 | |
Fiduciary assets | 12,206 | 10,505 | |||
Accounts receivable, net | 2,150 | 2,073 | |||
Prepaid and other current assets | 298 | 324 | |||
Amounts due from group undertakings | 2,576 | 2,370 | |||
Total current assets | 18,137 | 16,142 | |||
Investments in subsidiaries | 0 | 0 | |||
Fixed assets, net | 902 | 805 | |||
Goodwill | 10,529 | 10,413 | |||
Other intangible assets, net | 4,034 | 4,368 | |||
Pension benefits assets | 649 | 488 | |||
Other non-current assets | 373 | 310 | |||
Non-current amounts due from group undertakings | 48 | 0 | |||
Total non-current assets | 16,535 | 16,384 | |||
TOTAL ASSETS | 34,672 | 32,526 | |||
LIABILITIES AND EQUITY | |||||
Fiduciary liabilities | 12,206 | 10,505 | |||
Deferred revenue and accrued expenses | 1,380 | 1,488 | |||
Short-term debt and current portion of long-term debt | 85 | 92 | |||
Other current liabilities | 546 | 684 | |||
Amounts due to group undertakings | 1,607 | 2,097 | |||
Total current liabilities | 15,824 | 14,866 | |||
Long-term debt | 106 | 169 | |||
Liability for pension benefits | 1,207 | 1,321 | |||
Deferred tax liabilities | 1,057 | 1,013 | |||
Provision for liabilities | 483 | 455 | |||
Other non-current liabilities | 410 | 483 | |||
Non-current amounts due to group undertakings | 5,308 | 4,973 | |||
Total non-current liabilities | 8,571 | 8,414 | |||
TOTAL LIABILITIES | 24,395 | 23,280 | |||
REDEEMABLE NON-CONTROLLING INTEREST | 55 | 51 | |||
EQUITY (i) | |||||
Total Willis Towers Watson shareholders’ equity | 10,111 | 9,077 | |||
Non-controlling interests | 111 | 118 | |||
Total equity | 10,222 | 9,195 | |||
TOTAL LIABILITIES AND EQUITY | $ 34,672 | $ 32,526 | |||
[1] | Equity includes (a) Ordinary shares $0.000304635 nominal value; Authorized 1,510,003,775; Issued 132,529,824 (2017) and 137,075,068 (2016); Outstanding 132,283,444 (2017) and 136,296,771 (2016); (b) Ordinary shares, €1 nominal value; Authorized and Issued 40,000 shares in 2017 and 2016; and (c) Preference shares, $0.000115 nominal value; Authorized 1,000,000,000 and Issued none in 2017 and 2016. |
Financial Information for Iss89
Financial Information for Issuer, Parent Guarantor, Other Guarantor Subsidiaries and Non-Guarantor Subsidiaries - Unaudited Condensed Consolidated Statement of Cash Flows (Details) - USD ($) $ in Millions | 9 Months Ended | |
Sep. 30, 2017 | Sep. 30, 2016 | |
Condensed Financial Statements, Captions [Line Items] | ||
NET CASH FROM/(USED IN) OPERATING ACTIVITIES | $ 515 | $ 621 |
CASH FLOWS (USED IN)/FROM INVESTING ACTIVITIES | ||
Additions to fixed assets and software for internal use | (198) | (151) |
Capitalized software costs | (52) | (64) |
Acquisitions of operations, net of cash acquired | (13) | 476 |
Other, net | 1 | 22 |
Proceeds from intercompany investing activities | 0 | 0 |
Repayments of intercompany investing activities | 0 | 0 |
Reduction in investment in subsidiaries | 0 | 0 |
Additional investment in subsidiaries | 0 | 0 |
Net cash (used in)/from investing activities | (262) | 283 |
CASH FLOWS USED IN FINANCING ACTIVITIES | ||
Net borrowings/(payments) on revolving credit facility | 675 | (389) |
Senior notes issued | 650 | 1,606 |
Proceeds from issuance of other debt | 32 | 404 |
Debt issuance costs | (9) | (14) |
Repayments of debt | (714) | (1,861) |
Repurchase of shares | (462) | (222) |
Proceeds from issuance of shares | 44 | 44 |
Payments related to share cancellation | (177) | 0 |
Cash paid for employee taxes on withholding shares | (14) | (13) |
Payments of deferred and contingent consideration related to acquisitions | (43) | (64) |
Dividends paid | (209) | (133) |
Acquisitions of and dividends paid to non-controlling interests | (19) | (17) |
Proceeds from intercompany financing activities | 0 | 0 |
Repayments of intercompany financing activities | 0 | 0 |
Net cash provided by (used in) financing activities | (246) | (659) |
INCREASE IN CASH AND CASH EQUIVALENTS | 7 | 245 |
Effect of exchange rate changes on cash and cash equivalents | 35 | (10) |
CASH AND CASH EQUIVALENTS, BEGINNING OF PERIOD | 870 | 532 |
CASH AND CASH EQUIVALENTS, END OF PERIOD | 912 | 767 |
Consolidating adjustments | Issuer | ||
Condensed Financial Statements, Captions [Line Items] | ||
NET CASH FROM/(USED IN) OPERATING ACTIVITIES | (185) | (69) |
CASH FLOWS (USED IN)/FROM INVESTING ACTIVITIES | ||
Additions to fixed assets and software for internal use | 0 | 64 |
Capitalized software costs | 0 | 0 |
Acquisitions of operations, net of cash acquired | 0 | 0 |
Other, net | 0 | 5 |
Proceeds from intercompany investing activities | (1,674) | (124) |
Repayments of intercompany investing activities | 797 | 8,773 |
Reduction in investment in subsidiaries | (1,207) | (8,200) |
Additional investment in subsidiaries | 1,207 | 8,200 |
Net cash (used in)/from investing activities | (877) | 8,718 |
CASH FLOWS USED IN FINANCING ACTIVITIES | ||
Net borrowings/(payments) on revolving credit facility | 0 | 0 |
Senior notes issued | 0 | 0 |
Proceeds from issuance of other debt | 0 | 0 |
Debt issuance costs | 0 | 0 |
Repayments of debt | 0 | 0 |
Repurchase of shares | 0 | 0 |
Proceeds from issuance of shares | 0 | 0 |
Payments related to share cancellation | 0 | |
Cash paid for employee taxes on withholding shares | 0 | 0 |
Payments of deferred and contingent consideration related to acquisitions | 0 | 0 |
Dividends paid | 185 | 0 |
Acquisitions of and dividends paid to non-controlling interests | 0 | 0 |
Proceeds from intercompany financing activities | (797) | (8,773) |
Repayments of intercompany financing activities | 1,674 | 124 |
Net cash provided by (used in) financing activities | 1,062 | (8,649) |
INCREASE IN CASH AND CASH EQUIVALENTS | 0 | 0 |
Effect of exchange rate changes on cash and cash equivalents | 0 | 0 |
CASH AND CASH EQUIVALENTS, BEGINNING OF PERIOD | 0 | 0 |
CASH AND CASH EQUIVALENTS, END OF PERIOD | 0 | 0 |
Willis Towers Watson | Reportable Legal Entities | ||
Condensed Financial Statements, Captions [Line Items] | ||
NET CASH FROM/(USED IN) OPERATING ACTIVITIES | 525 | 6 |
CASH FLOWS (USED IN)/FROM INVESTING ACTIVITIES | ||
Additions to fixed assets and software for internal use | 0 | 0 |
Capitalized software costs | 0 | 0 |
Acquisitions of operations, net of cash acquired | 0 | 0 |
Other, net | 0 | 0 |
Proceeds from intercompany investing activities | 1,102 | 47 |
Repayments of intercompany investing activities | 0 | (4,015) |
Reduction in investment in subsidiaries | 0 | 4,600 |
Additional investment in subsidiaries | (1,000) | 0 |
Net cash (used in)/from investing activities | 102 | 632 |
CASH FLOWS USED IN FINANCING ACTIVITIES | ||
Net borrowings/(payments) on revolving credit facility | 0 | 0 |
Senior notes issued | 0 | 0 |
Proceeds from issuance of other debt | 0 | 0 |
Debt issuance costs | 0 | 0 |
Repayments of debt | 0 | (300) |
Repurchase of shares | (462) | (222) |
Proceeds from issuance of shares | 44 | 44 |
Payments related to share cancellation | 0 | |
Cash paid for employee taxes on withholding shares | 0 | 0 |
Payments of deferred and contingent consideration related to acquisitions | 0 | 0 |
Dividends paid | (209) | (133) |
Acquisitions of and dividends paid to non-controlling interests | 0 | 0 |
Proceeds from intercompany financing activities | 0 | 0 |
Repayments of intercompany financing activities | 0 | (30) |
Net cash provided by (used in) financing activities | (627) | (641) |
INCREASE IN CASH AND CASH EQUIVALENTS | 0 | (3) |
Effect of exchange rate changes on cash and cash equivalents | 0 | 0 |
CASH AND CASH EQUIVALENTS, BEGINNING OF PERIOD | 0 | 3 |
CASH AND CASH EQUIVALENTS, END OF PERIOD | 0 | 0 |
The Other Guarantors | Reportable Legal Entities | ||
Condensed Financial Statements, Captions [Line Items] | ||
NET CASH FROM/(USED IN) OPERATING ACTIVITIES | (649) | (314) |
CASH FLOWS (USED IN)/FROM INVESTING ACTIVITIES | ||
Additions to fixed assets and software for internal use | (6) | (84) |
Capitalized software costs | 0 | 0 |
Acquisitions of operations, net of cash acquired | 0 | 0 |
Other, net | 0 | 1 |
Proceeds from intercompany investing activities | 137 | 42 |
Repayments of intercompany investing activities | (48) | (3,386) |
Reduction in investment in subsidiaries | 1,148 | 3,600 |
Additional investment in subsidiaries | (59) | (4,600) |
Net cash (used in)/from investing activities | 1,172 | (4,427) |
CASH FLOWS USED IN FINANCING ACTIVITIES | ||
Net borrowings/(payments) on revolving credit facility | 115 | 0 |
Senior notes issued | 650 | 0 |
Proceeds from issuance of other debt | 0 | 0 |
Debt issuance costs | (5) | 0 |
Repayments of debt | (400) | 0 |
Repurchase of shares | 0 | 0 |
Proceeds from issuance of shares | 0 | 0 |
Payments related to share cancellation | 0 | |
Cash paid for employee taxes on withholding shares | 0 | 0 |
Payments of deferred and contingent consideration related to acquisitions | 0 | 0 |
Dividends paid | (56) | 0 |
Acquisitions of and dividends paid to non-controlling interests | 0 | 0 |
Proceeds from intercompany financing activities | 602 | 4,756 |
Repayments of intercompany financing activities | (1,424) | (17) |
Net cash provided by (used in) financing activities | (518) | 4,739 |
INCREASE IN CASH AND CASH EQUIVALENTS | 5 | (2) |
Effect of exchange rate changes on cash and cash equivalents | 0 | 0 |
CASH AND CASH EQUIVALENTS, BEGINNING OF PERIOD | 0 | 2 |
CASH AND CASH EQUIVALENTS, END OF PERIOD | 5 | 0 |
The Issuer | Reportable Legal Entities | ||
Condensed Financial Statements, Captions [Line Items] | ||
NET CASH FROM/(USED IN) OPERATING ACTIVITIES | 50 | 9 |
CASH FLOWS (USED IN)/FROM INVESTING ACTIVITIES | ||
Additions to fixed assets and software for internal use | 0 | 0 |
Capitalized software costs | 0 | 0 |
Acquisitions of operations, net of cash acquired | 0 | 0 |
Other, net | 0 | 0 |
Proceeds from intercompany investing activities | 212 | 17 |
Repayments of intercompany investing activities | (438) | (567) |
Reduction in investment in subsidiaries | 0 | 0 |
Additional investment in subsidiaries | (148) | 0 |
Net cash (used in)/from investing activities | (374) | (550) |
CASH FLOWS USED IN FINANCING ACTIVITIES | ||
Net borrowings/(payments) on revolving credit facility | 560 | (389) |
Senior notes issued | 0 | 1,606 |
Proceeds from issuance of other debt | 0 | 400 |
Debt issuance costs | (4) | (14) |
Repayments of debt | (219) | (1,032) |
Repurchase of shares | 0 | 0 |
Proceeds from issuance of shares | 0 | 0 |
Payments related to share cancellation | 0 | |
Cash paid for employee taxes on withholding shares | 0 | 0 |
Payments of deferred and contingent consideration related to acquisitions | 0 | 0 |
Dividends paid | 0 | 0 |
Acquisitions of and dividends paid to non-controlling interests | 0 | 0 |
Proceeds from intercompany financing activities | 0 | 0 |
Repayments of intercompany financing activities | (13) | (30) |
Net cash provided by (used in) financing activities | 324 | 541 |
INCREASE IN CASH AND CASH EQUIVALENTS | 0 | 0 |
Effect of exchange rate changes on cash and cash equivalents | 0 | 0 |
CASH AND CASH EQUIVALENTS, BEGINNING OF PERIOD | 0 | 0 |
CASH AND CASH EQUIVALENTS, END OF PERIOD | 0 | 0 |
Other | Reportable Legal Entities | ||
Condensed Financial Statements, Captions [Line Items] | ||
NET CASH FROM/(USED IN) OPERATING ACTIVITIES | 774 | 989 |
CASH FLOWS (USED IN)/FROM INVESTING ACTIVITIES | ||
Additions to fixed assets and software for internal use | (192) | (131) |
Capitalized software costs | (52) | (64) |
Acquisitions of operations, net of cash acquired | (13) | 476 |
Other, net | 1 | 16 |
Proceeds from intercompany investing activities | 223 | 18 |
Repayments of intercompany investing activities | (311) | (805) |
Reduction in investment in subsidiaries | 59 | 0 |
Additional investment in subsidiaries | 0 | (3,600) |
Net cash (used in)/from investing activities | (285) | (4,090) |
CASH FLOWS USED IN FINANCING ACTIVITIES | ||
Net borrowings/(payments) on revolving credit facility | 0 | 0 |
Senior notes issued | 0 | 0 |
Proceeds from issuance of other debt | 32 | 4 |
Debt issuance costs | 0 | 0 |
Repayments of debt | (95) | (529) |
Repurchase of shares | 0 | 0 |
Proceeds from issuance of shares | 0 | 0 |
Payments related to share cancellation | (177) | |
Cash paid for employee taxes on withholding shares | (14) | (13) |
Payments of deferred and contingent consideration related to acquisitions | (43) | (64) |
Dividends paid | (129) | 0 |
Acquisitions of and dividends paid to non-controlling interests | (19) | (17) |
Proceeds from intercompany financing activities | 195 | 4,017 |
Repayments of intercompany financing activities | (237) | (47) |
Net cash provided by (used in) financing activities | (487) | 3,351 |
INCREASE IN CASH AND CASH EQUIVALENTS | 2 | 250 |
Effect of exchange rate changes on cash and cash equivalents | 35 | (10) |
CASH AND CASH EQUIVALENTS, BEGINNING OF PERIOD | 870 | 527 |
CASH AND CASH EQUIVALENTS, END OF PERIOD | $ 907 | $ 767 |