Document and Entity Information
Document and Entity Information - USD ($) | 12 Months Ended | ||
Dec. 31, 2018 | Feb. 22, 2019 | Jun. 30, 2018 | |
Document And Entity Information [Abstract] | |||
Entity Registrant Name | Willis Towers Watson Plc. | ||
Entity Central Index Key | 1,140,536 | ||
Trading Symbol | WLTW | ||
Current Fiscal Year End Date | --12-31 | ||
Entity Filer Category | Large Accelerated Filer | ||
Document Type | 10-K | ||
Document Period End Date | Dec. 31, 2018 | ||
Document Fiscal Year Focus | 2,018 | ||
Document Fiscal Period Focus | FY | ||
Amendment Flag | false | ||
Entity Small Business | false | ||
Entity Emerging Growth Company | false | ||
Entity Shell Company | false | ||
Entity Common Stock, Shares Outstanding | 129,101,873 | ||
Entity Well-known Seasoned Issuer | Yes | ||
Entity Voluntary Filers | No | ||
Entity Current Reporting Status | Yes | ||
Entity Public Float | $ 19,734,737,970 |
Consolidated Statements of Comp
Consolidated Statements of Comprehensive Income - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2016 | |
Income Statement [Abstract] | |||
Revenue | $ 8,513 | $ 8,202 | $ 7,887 |
Costs of providing services | |||
Salaries and benefits | 5,123 | 4,967 | 4,849 |
Other operating expenses | 1,637 | 1,534 | 1,551 |
Depreciation | 208 | 203 | 178 |
Amortization | 534 | 581 | 591 |
Restructuring costs | 0 | 132 | 193 |
Transaction and integration expenses | 202 | 269 | 177 |
Total costs of providing services | 7,704 | 7,686 | 7,539 |
Income from operations | 809 | 516 | 348 |
Interest expense | (208) | (188) | (184) |
Other income, net | 250 | 164 | 178 |
INCOME FROM OPERATIONS BEFORE INCOME TAXES | 851 | 492 | 342 |
(Provision for)/benefit from income taxes | (136) | 100 | 96 |
NET INCOME | 715 | 592 | 438 |
Income attributable to non-controlling interests | (20) | (24) | (18) |
NET INCOME ATTRIBUTABLE TO WILLIS TOWERS WATSON | $ 695 | $ 568 | $ 420 |
EARNINGS PER SHARE | |||
Basic earnings per share | $ 5.29 | $ 4.21 | $ 3.07 |
Diluted earnings per share | $ 5.27 | $ 4.18 | $ 3.04 |
NET INCOME | $ 715 | $ 592 | $ 438 |
Other comprehensive (loss)/income, net of tax: | |||
Foreign currency translation | (251) | 295 | (353) |
Defined pension and post-retirement benefits | (199) | 14 | (439) |
Derivative instruments | 2 | 75 | (75) |
Other comprehensive (loss)/income, net of tax, before non-controlling interests | (448) | 384 | (867) |
Comprehensive income/(loss) before non-controlling interests | 267 | 976 | (429) |
Comprehensive (income)/loss attributable to non-controlling interests | (20) | (37) | 2 |
Comprehensive income/(loss) attributable to Willis Towers Watson | $ 247 | $ 939 | $ (427) |
Consolidated Balance Sheets
Consolidated Balance Sheets - USD ($) $ in Millions | Dec. 31, 2018 | Dec. 31, 2017 | |
ASSETS | |||
Cash and cash equivalents | $ 1,033 | $ 1,030 | |
Fiduciary assets | 12,604 | 12,155 | |
Accounts receivable, net | 2,379 | 2,246 | |
Prepaid and other current assets | 404 | 430 | |
Total current assets | 16,420 | 15,861 | |
Fixed assets, net | 942 | 985 | |
Goodwill | 10,465 | 10,519 | |
Other intangible assets, net | 3,318 | 3,882 | |
Pension benefits assets | 773 | 764 | |
Other non-current assets | 467 | 447 | |
Total non-current assets | 15,965 | 16,597 | |
TOTAL ASSETS | 32,385 | 32,458 | |
LIABILITIES AND EQUITY | |||
Fiduciary liabilities | 12,604 | 12,155 | |
Deferred revenue and accrued expenses | 1,647 | 1,711 | |
Short-term debt and current portion of long-term debt | 186 | 85 | |
Other current liabilities | 864 | 804 | |
Total current liabilities | 15,301 | 14,755 | |
Long-term debt | 4,389 | 4,450 | |
Liability for pension benefits | 1,170 | 1,259 | |
Deferred tax liabilities | 559 | 615 | |
Provision for liabilities | 540 | 558 | |
Other non-current liabilities | 429 | 544 | |
Total non-current liabilities | 7,087 | 7,426 | |
TOTAL LIABILITIES | 22,388 | 22,181 | |
COMMITMENTS AND CONTINGENCIES | |||
REDEEMABLE NON-CONTROLLING INTEREST | 26 | 28 | |
EQUITY | |||
Additional paid-in capital | [1] | 10,615 | 10,538 |
Retained earnings | [1] | 1,201 | 1,104 |
Accumulated other comprehensive loss, net of tax | [1] | (1,961) | (1,513) |
Treasury shares, at cost, 17,519 in 2018 and 2017 and 40,000 shares, €1 nominal value, in 2018 and 2017 | [1] | (3) | (3) |
Total Willis Towers Watson shareholders’ equity | [1] | 9,852 | 10,126 |
Non-controlling interests | [1] | 119 | 123 |
Total equity | [1] | 9,971 | 10,249 |
TOTAL LIABILITIES AND EQUITY | [1] | $ 32,385 | $ 32,458 |
[1] | Equity includes (a) Ordinary shares $0.000304635 nominal value; Authorized 1,510,003,775; Issued 128,921,530 (2018) and 132,139,581 (2017); Outstanding 128,921,530 (2018) and 132,139,581 (2017); (b) Ordinary shares, €1 nominal value; Authorized and Issued 40,000 shares in 2018 and 2017; and (c) Preference shares, $0.000115 nominal value; Authorized 1,000,000,000 and Issued none in 2018 and 2017. |
Consolidated Balance Sheets (Pa
Consolidated Balance Sheets (Parenthetical) | Dec. 31, 2018$ / sharesshares | Dec. 31, 2018€ / sharesshares | Dec. 31, 2017$ / sharesshares | Dec. 31, 2017€ / sharesshares |
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 |
Ordinary shares, $0.000304635 nominal value [Member] | ||||
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 | 128,921,530 | 128,921,530 | 132,139,581 | 132,139,581 |
Ordinary shares, shares outstanding | 128,921,530 | 128,921,530 | 132,139,581 | 132,139,581 |
Treasury shares | 17,519 | 17,519 | 17,519 | 17,519 |
Ordinary shares, €1 nominal value [Member] | ||||
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 |
Consolidated Statements of Cash
Consolidated Statements of Cash Flows - USD ($) $ in Millions | 12 Months Ended | ||||
Dec. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2016 | |||
CASH FLOWS FROM OPERATING ACTIVITIES | |||||
NET INCOME | $ 715 | $ 592 | $ 438 | ||
Adjustments to reconcile net income to total net cash from operating activities: | |||||
Depreciation | 213 | [1] | 252 | [1] | 178 |
Amortization | 534 | 581 | 591 | ||
Net periodic benefit of defined benefit pension plans | (163) | (91) | (93) | ||
Provision for doubtful receivables from clients | 8 | 17 | 36 | ||
Benefit from deferred income taxes | (115) | (285) | (244) | ||
Share-based compensation | 50 | 67 | 123 | ||
Non-cash foreign exchange loss/(gain) | 26 | 77 | (28) | ||
Net loss/(gain) on disposal of operations | 9 | (13) | 0 | ||
Other, net | 8 | (57) | 27 | ||
Changes in operating assets and liabilities, net of effects from purchase of subsidiaries: | |||||
Accounts receivable | 68 | (64) | (101) | ||
Fiduciary assets | (839) | (1,167) | (249) | ||
Fiduciary liabilities | 839 | 1,167 | 249 | ||
Other assets | (22) | (128) | (233) | ||
Other liabilities | (20) | (51) | 174 | ||
Provisions | (23) | (35) | 65 | ||
Net cash from operating activities | 1,288 | 862 | 933 | ||
CASH FLOWS (USED IN)/FROM INVESTING ACTIVITIES | |||||
Additions to fixed assets and software for internal use | (268) | (300) | (218) | ||
Capitalized software costs | (54) | (75) | (85) | ||
Acquisitions of operations, net of cash acquired | (36) | (13) | 476 | ||
Net proceeds from sale of operations | 4 | 57 | (1) | ||
Other, net | 13 | (4) | 23 | ||
Net cash (used in)/from investing activities | (341) | (335) | 195 | ||
CASH FLOWS USED IN FINANCING ACTIVITIES | |||||
Net (payments)/borrowings on revolving credit facility | (754) | 642 | (237) | ||
Senior notes issued | 998 | 649 | 1,606 | ||
Proceeds from issuance of other debt | 0 | 32 | 404 | ||
Debt issuance costs | (8) | (9) | (14) | ||
Repayments of debt | (170) | (734) | (1,901) | ||
Repurchase of shares | (602) | (532) | (396) | ||
Proceeds from issuance of shares | 45 | 61 | 63 | ||
Payments related to share cancellation | 0 | (177) | 0 | ||
Payments of deferred and contingent consideration related to acquisitions | (50) | (65) | (67) | ||
Cash paid for employee taxes on withholding shares | (30) | (18) | (13) | ||
Dividends paid | (306) | (277) | (199) | ||
Acquisitions of and dividends paid to non-controlling interests | (26) | (51) | (21) | ||
Net cash used in financing activities | (903) | (479) | (775) | ||
INCREASE IN CASH AND CASH EQUIVALENTS | 44 | 48 | 353 | ||
Effect of exchange rate changes on cash and cash equivalents | (41) | 112 | (15) | ||
CASH AND CASH EQUIVALENTS, BEGINNING OF PERIOD | 1,030 | 870 | 532 | ||
CASH AND CASH EQUIVALENTS, END OF PERIOD | $ 1,033 | $ 1,030 | $ 870 | ||
[1] | Depreciation expense included here does not equal the depreciation expense on the statements of comprehensive income for the years ended December 31, 2018 and 2017 due to the inclusion of $5 million and $49 million, respectively, which have been classified as transaction and integration expenses. |
Consolidated Statements of Chan
Consolidated Statements of Changes in Equity - USD ($) shares in Thousands, $ in Millions | Total | Shares outstanding [Member] | Ordinary shares and APIC [Member] | Retained earnings [Member] | Treasury shares [Member] | AOCL [Member] | [1] | Total WTW shareholders’ equity [Member] | Non-controlling interests [Member] | Redeemable Noncontrolling interests [Member] | |||
Equity, beginning balance at Dec. 31, 2015 | $ 2,360 | $ 1,672 | $ 1,597 | $ (3) | $ (1,037) | $ 2,229 | $ 131 | ||||||
Equity, beginning balance (in shares) at Dec. 31, 2015 | 68,625 | ||||||||||||
Temporary equity, beginning balance at Dec. 31, 2015 | [2] | $ 53 | |||||||||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||||||||||
Shares repurchased | (396) | (300) | (96) | (396) | |||||||||
Shares repurchased (in shares) | (3,170) | ||||||||||||
Net income | 431 | 420 | 420 | 11 | |||||||||
Net income, redeemable | [2] | 7 | |||||||||||
Net income, total | 438 | ||||||||||||
Dividends | (274) | (265) | (265) | (9) | (5) | [2] | |||||||
Other comprehensive (loss)/income | (863) | (847) | (847) | (16) | |||||||||
Other comprehensive (loss)/income, redeemable | [2] | (4) | |||||||||||
Other comprehensive (loss)/income, total | (867) | ||||||||||||
Issuance of shares under employee stock compensation plans | 66 | 66 | 66 | ||||||||||
Issuance of shares under employee stock compensation plans (in shares) | 1,342 | ||||||||||||
Issuance of shares for acquisitions | 8,686 | 8,686 | 8,686 | ||||||||||
Issuance of shares for acquisitions (in shares) | 69,500 | ||||||||||||
Replacement share-based compensation awards issued on acquisition | 37 | 37 | 37 | ||||||||||
Share-based compensation | 123 | 123 | 123 | ||||||||||
Additional non-controlling interests | 8 | 7 | 7 | 1 | |||||||||
Foreign currency translation | 5 | 5 | 5 | ||||||||||
Equity, ending balance at Dec. 31, 2016 | 10,183 | 10,596 | 1,452 | (99) | (1,884) | 10,065 | 118 | ||||||
Equity, ending balance (in shares) at Dec. 31, 2016 | 136,297 | ||||||||||||
Temporary equity, ending balance at Dec. 31, 2016 | [2] | 51 | |||||||||||
Adoption of New Pronouncement (Accounting Standards Update 2016-16 [Member]) at Dec. 31, 2016 | (3) | (3) | (3) | ||||||||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||||||||||
Shares repurchased | (532) | (532) | (532) | ||||||||||
Shares repurchased (in shares) | (3,797) | ||||||||||||
Shares canceled | (177) | (177) | (96) | 96 | (177) | ||||||||
Shares canceled, shares | (1,415) | ||||||||||||
Net income | 584 | 568 | 568 | 16 | |||||||||
Net income, redeemable | [2] | 8 | |||||||||||
Net income, total | 592 | ||||||||||||
Dividends | (300) | (285) | (285) | (15) | (3) | [2] | |||||||
Other comprehensive (loss)/income | 378 | 371 | 371 | 7 | |||||||||
Other comprehensive (loss)/income, redeemable | [2] | 6 | |||||||||||
Other comprehensive (loss)/income, total | 384 | ||||||||||||
Issuance of shares under employee stock compensation plans | 62 | 62 | 62 | ||||||||||
Issuance of shares under employee stock compensation plans (in shares) | 1,055 | ||||||||||||
Share-based compensation | 67 | 67 | 67 | ||||||||||
Acquisition of non-controlling interests | (3) | (3) | (34) | [2] | |||||||||
Foreign currency translation | (10) | (10) | (10) | ||||||||||
Equity, ending balance at Dec. 31, 2017 | 10,249 | [3] | 10,538 | 1,104 | (3) | (1,513) | 10,126 | 123 | |||||
Equity, ending balance (in shares) at Dec. 31, 2017 | 132,140 | ||||||||||||
Temporary equity, ending balance at Dec. 31, 2017 | [2] | 28 | |||||||||||
Adoption of New Pronouncement (Accounting Standards Update 2014-09 [Member]) at Dec. 31, 2017 | 317 | 317 | 317 | ||||||||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||||||||||
Shares repurchased | (602) | (602) | (602) | ||||||||||
Shares repurchased (in shares) | (3,919) | ||||||||||||
Net income | 713 | 695 | 695 | 18 | |||||||||
Net income, redeemable | [2] | 2 | |||||||||||
Net income, total | 715 | ||||||||||||
Dividends | (337) | (313) | (313) | (24) | (2) | [2] | |||||||
Other comprehensive (loss)/income | (446) | (448) | (448) | 2 | |||||||||
Other comprehensive (loss)/income, redeemable | [2] | (2) | |||||||||||
Other comprehensive (loss)/income, total | (448) | ||||||||||||
Issuance of shares under employee stock compensation plans | 45 | 45 | 45 | ||||||||||
Issuance of shares under employee stock compensation plans (in shares) | 701 | ||||||||||||
Share-based compensation | 27 | 27 | 27 | ||||||||||
Foreign currency translation | 5 | 5 | 5 | ||||||||||
Equity, ending balance at Dec. 31, 2018 | $ 9,971 | [3] | $ 10,615 | $ 1,201 | $ (3) | $ (1,961) | $ 9,852 | $ 119 | |||||
Equity, ending balance (in shares) at Dec. 31, 2018 | 128,922 | ||||||||||||
Temporary equity, ending balance at Dec. 31, 2018 | [2] | $ 26 | |||||||||||
[1] | Accumulated other comprehensive loss, net of tax (‘AOCL’) | ||||||||||||
[2] | The non-controlling interest is related to Max Matthiessen Holding AB. | ||||||||||||
[3] | Equity includes (a) Ordinary shares $0.000304635 nominal value; Authorized 1,510,003,775; Issued 128,921,530 (2018) and 132,139,581 (2017); Outstanding 128,921,530 (2018) and 132,139,581 (2017); (b) Ordinary shares, €1 nominal value; Authorized and Issued 40,000 shares in 2018 and 2017; and (c) Preference shares, $0.000115 nominal value; Authorized 1,000,000,000 and Issued none in 2018 and 2017. |
Consolidated Statements of Ch_2
Consolidated Statements of Changes in Equity (Parenthetical) - $ / shares | 12 Months Ended | ||
Dec. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2016 | |
Statement Of Stockholders Equity [Abstract] | |||
Dividends declared per share | $ 2.40 | $ 2.12 | $ 1.92 |
Nature of Operations
Nature of Operations | 12 Months Ended |
Dec. 31, 2018 | |
Organization Consolidation And Presentation Of Financial Statements [Abstract] | |
Nature of Operations | Note 1 — Nature of Operations Willis Towers Watson plc 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 43,000 employees and services clients in more than 140 countries. We design and deliver solutions that manage risk, optimize benefits, cultivate talent, and expand the power of capital to protect and strengthen institutions and individuals. We believe our broad perspective allows us to see the critical intersections between talent, assets and ideas - the dynamic formula that drives business performance. We offer our clients a broad range of services to help them 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 them anticipate, identify and capitalize on emerging opportunities in human capital management as well as offer investment advice to help them 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 them to determine the best means of managing risk and negotiating and placing insurance with insurance carriers through our global distribution network. We operate a private Medicare exchange in the 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. |
Basis of Presentation, Signific
Basis of Presentation, Significant Accounting Policies and Recent Accounting Pronouncements | 12 Months Ended |
Dec. 31, 2018 | |
Accounting Policies [Abstract] | |
Basis of Presentation, Significant Accounting Policies and Recent Accounting Pronouncements | Note 2 Basis of Presentation The accompanying audited consolidated financial statements of Willis Towers Watson and our subsidiaries are presented in accordance with the rules and regulations of the SEC for annual reports on Form 10-K and are prepared in accordance with U.S. GAAP. All intercompany accounts and transactions have been eliminated in consolidation. We have reclassified certain prior year amounts to conform to the current year presentation. Significant Accounting Policies Principles of Consolidation — The accompanying consolidated financial statements include the accounts of Willis Towers Watson and those of our majority-owned and controlled subsidiaries. Intercompany accounts and transactions have been eliminated. We determine whether we have a controlling financial interest in an entity by first evaluating whether the entity is a voting interest entity or a variable interest entity (‘VIE’). Variable interest entities are entities that lack one or more of the characteristics of a voting interest entity and therefore require a different approach in determining which party involved with the VIE should consolidate the entity. With a VIE, either the entity does not have sufficient equity at risk to finance its activities without additional subordinated financial support from other parties, or the equity holders, as a group, do not have the power to direct the activities that most significantly impact its financial performance, the obligation to absorb expected losses of the entity, or the right to receive the expected residual returns of the entity. The entity that has a controlling financial interest in a VIE is referred to as the primary beneficiary and is required to consolidate the VIE. Voting interest entities are entities that have sufficient equity and provide equity investors voting rights that give them the power to make significant decisions related to the entity’s operations. The usual condition for a controlling financial interest in a voting interest entity is ownership of a majority voting interest. Accordingly, we consolidate our voting interest entity investments in which we hold, directly or indirectly, more than 50% of the voting rights. Use of Estimates — These consolidated financial statements conform to U.S. GAAP, which requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities as well as disclosures of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenue and expenses during the reporting periods. Our estimates, judgments and assumptions are continually evaluated based on available information and experience. Because of the use of estimates inherent in the financial reporting process, actual results could differ from those estimates. Estimates are used when accounting for revenue recognition and related costs, the selection of useful lives of fixed and intangible assets, impairment testing, valuation of billed and unbilled receivables from clients, discretionary compensation, income taxes, pension assumptions, incurred but not reported claims, legal reserves and goodwill and intangible assets. Going Concern — Management evaluates at each annual and interim period whether there are conditions or events, considered in the aggregate, that raise substantial doubt about our ability to continue as a going concern within one year after the date that the consolidated financial statements are issued. Management’s evaluation is based on relevant conditions and events that are known and reasonably knowable at the date that the consolidated financial statements are issued. Management has concluded that there are no conditions or events, considered in the aggregate, that raise substantial doubt about our ability to continue as a going concern within one year after the date of these financial statements. Fair Value of Financial Instruments — The carrying values of our cash and cash equivalents, accounts receivable, accrued expenses, revolving lines of credit and term loans approximate their fair values because of the short maturity and liquidity of those instruments. We consider the difference between carrying value and fair value to be immaterial for our senior notes. The fair value of our senior notes are considered Level 2 financial instruments as they are corroborated by observable market data. See Note 12 — Fair Value Measurements for additional information about our measurements of fair value. Investments in Associates Investments are accounted for using the equity method of accounting, included within other non-current assets in the consolidated balance sheets, if the Company has the ability to exercise significant influence, but not control, over the investee. Significant influence is generally deemed to exist if the Company has an equity ownership in the voting stock of the investee between 20 and 50 percent, although other factors, such as representation on the board of directors, the existence of substantive participation rights, and the impact of commercial arrangements, are considered in determining whether the equity method of accounting is appropriate. Under the equity method of accounting, the investment is carried at the cost of acquisition, plus the Company’s equity in undistributed net income since acquisition, less any dividends received since acquisition. The Company periodically reviews its investments in associates for which fair value is less than cost to determine if the decline in value is other than temporary. If the decline in value is judged to be other than temporary, the cost basis of the investment is written down to fair value. The amount of any write-down is included in the consolidated statements of comprehensive income. Common Shares Split — On January 4, 2016, the Company effected a 1 to 2.6490 reverse share split to shareholders of record as of January 4, 2016. All share and per share information has been retroactively adjusted to reflect the reverse share split and show the new number of shares. See Note 3 — Merger, Acquisitions and Divestitures for additional information about our Merger and reverse share split. Cash and Cash Equivalents — Cash and cash equivalents primarily consist of time deposits with original maturities of 90 days or less. In certain of the countries in which we conduct business, we are subject to capital adequacy requirements. Most significantly, Willis Limited, our U.K. brokerage subsidiary regulated by the Financial Conduct Authority, is currently required to maintain $140 million in unencumbered and available financial resources, of which at least $79 million must be in cash, for regulatory purposes. Term deposits and certificates of deposits with original maturities greater than 90 days are considered to be short-term investments. There is no restricted cash included in our cash and cash equivalents balance, as these amounts are included in fiduciary assets. Fiduciary Assets and Liabilities — The Company collects premiums from insureds and, after deducting commissions, remits the premiums to the respective insurers. The Company also collects claims or refunds from insurers on behalf of insureds. Certain of our health and welfare benefits administration outsourcing agreements require us to hold funds on behalf of clients to pay obligations on their behalf. Each of these transactions is reported on our consolidated balance sheet as assets and corresponding liabilities unless such balances are due to or from the same party and a right of offset exists, in which case the balances are recorded net. Fiduciary assets Fiduciary Funds – Unremitted insurance premiums and claims are recorded within fiduciary assets on the consolidated balance sheets. Fiduciary funds are generally required to be kept in certain regulated bank accounts subject to guidelines which emphasize capital preservation and liquidity. Such funds are not available to service the Company’s debt or for other corporate purposes. Notwithstanding the legal relationships with insureds and insurers, the Company is entitled to retain investment income earned on fiduciary funds in accordance with industry custom and practice and, in some cases, as supported by agreements with insureds. The period for which the Company holds such funds is dependent upon the date the insured remits the payment of the premium to the Company, or the date the Company receives refunds from the insurers, and the date the Company is required to forward such payments to the insurer or insured, respectively. Fiduciary receivables – Uncollected premiums from insureds and uncollected claims or refunds from insurers are recorded as fiduciary assets on the consolidated balance sheets. In certain instances, the Company advances premiums, refunds or claims to insurance underwriters or insureds prior to collection. Such advances are made from fiduciary funds and are reflected in the consolidated balance sheets as fiduciary assets. Fiduciary liabilities on the consolidated balance sheets represent the obligations to remit all fiduciary funds and fiduciary receivables to insurers or insureds. Accounts Receivable — Accounts receivable includes both billed and unbilled receivables and is stated at estimated net realizable values. Provision for billed receivables is recorded, when necessary, in an amount considered by management to be sufficient to meet probable future losses related to uncollectible accounts. Accrued and unbilled receivables are stated at net realizable value which includes an allowance for accrued and unbillable amounts. See Note 4 — Revenue for additional information about our accounts receivable. Income Taxes — The Company recognizes deferred tax assets and liabilities for the estimated future tax consequences of events attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases and operating and capital loss and tax credit carry forwards. Deferred tax assets and liabilities are measured using enacted rates in effect for the year in which the differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of changes in tax rates is recognized in the consolidated statement of comprehensive income in the period in which the change is enacted. Deferred tax assets are reduced through the establishment of a valuation allowance at such time as, based on available evidence, it is more likely than not that the deferred tax assets will not be realized. The Company adjusts valuation allowances to measure deferred tax assets at the amounts considered realizable in future periods if the Company’s facts and assumptions change. In making such determinations, the Company considers all available positive and negative evidence, including future reversals of existing taxable temporary differences, projected future taxable income, tax planning strategies and the results of recent financial operations. We place more reliance on evidence that is objectively verifiable. Positions taken in the Company’s tax returns may be subject to challenge by the taxing authorities upon examination. The Company recognizes the benefit of uncertain tax positions in the financial statements when it is more likely than not that the position will be sustained on the basis of the technical merits of the position assuming the tax authorities have full knowledge of the position and all relevant facts. Recognition also occurs upon either the lapse of the relevant statute of limitations, or when positions are effectively settled. The benefit recognized is the largest amount of tax benefit that is greater than 50 percent likely to be realized on settlement with the tax authority. The Company adjusts its recognition of uncertain tax benefits in the period in which new information is available impacting either the recognition or measurement of its uncertain tax positions. Such adjustments are reflected as increases or decreases to income taxes in the period in which they are determined. The Company recognizes interest and penalties relating to unrecognized tax benefits within income taxes. See Note 7 — Income Taxes for additional information regarding the Company’s income taxes. Foreign Currency — Transactions in currencies other than the functional currency of the entity are recorded at the rates of exchange prevailing at the date of the transaction. Monetary assets and liabilities in currencies other than the functional currency are translated at the rates of exchange prevailing at the balance sheet date and the related transaction gains and losses are reported as income or expense in the consolidated statements of comprehensive income. Certain intercompany loans are determined to be of a long-term investment nature. The Company records transaction gains and losses from re-measuring such loans as other comprehensive income in the consolidated statements of comprehensive income. Upon consolidation, the results of operations of subsidiaries and associates whose functional currency is other than the U.S. dollar are translated into U.S. dollars at the average exchange rates and assets and liabilities are translated at year-end exchange rates. Translation adjustments are presented as a separate component of other comprehensive income in the financial statements and are included in net income only upon sale or liquidation of the underlying foreign subsidiary or associated company. Derivatives — The Company uses derivative financial instruments for other than trading purposes to alter the risk profile of an existing underlying exposure. Interest rate swaps have been used to manage interest risk exposures. Forward foreign currency exchange contracts are used to manage currency exposures arising from future income and expenses. The fair values of derivative contracts are recorded in other assets and other liabilities in the consolidated balance sheets. The effective portions of changes in the fair value of derivatives that qualify for hedge accounting as cash flow hedges are recorded in other comprehensive income. Amounts are reclassified from other comprehensive income into earnings when the hedged exposure affects earnings. If the derivative is designated and qualifies as an effective fair value hedge, the changes in the fair value of the derivative and of the hedged item associated with the hedged risk are both recognized in earnings. The amount of hedge ineffectiveness recognized in earnings is based on the extent to which an offset between the fair value of the derivative and hedged item is not achieved. Changes in fair value of derivatives that do not qualify for hedge accounting, together with any hedge ineffectiveness on those that do qualify, are recorded in other income, net or interest expense as appropriate. The Company evaluates whether its contracts include clauses or conditions which would be required to be separately accounted for at fair value as embedded derivatives. See Note 10 — Derivative Financial Instruments for additional information about the Company’s derivatives. Commitments, Contingencies and Provisions for Liabilities — The Company establishes provisions against various actual and potential claims, lawsuits and other proceedings relating principally to alleged errors and omissions in the ordinary course of business. Such provisions cover claims that have been reported but not paid and also unasserted claims and related legal fees. These provisions are established based on actuarial estimates together with individual case reviews and are believed to be adequate in light of current information and legal advice. In certain cases, where a range of loss exists, we accrue the minimum amount in the range if no amount within the range is a better estimate than any other amount. To the extent such losses can be recovered under the Company’s insurance programs, estimated recoveries are recorded when losses for insured events are recognized and the recoveries are likely to be realized. Significant management judgment is required to estimate the amounts of such unasserted claims and the related insurance recoveries. The Company analyzes its litigation exposure based on available information, including consultation with outside counsel handling the defense of these matters, to assess its potential liability. These contingent liabilities are not discounted. See Note 14 — Commitments and Contingencies and Note 15 — Supplementary Information for Certain Balance Sheet Accounts for additional information about our commitments, contingencies and provisions for liabilities. Share-Based Compensation — The Company has equity-based compensation plans that provide for grants of restricted stock units and stock options to employees and non-employee directors of the Company. Additionally, the Company has cash-settled share-based compensation plans that provide for grants to employees. The Company expenses equity-based compensation, which is included in Salaries and benefits in the consolidated statements of comprehensive income, primarily on a straight-line basis over the requisite service period. The significant assumptions underlying our expense calculations include the fair value of the award on the date of grant, the estimated achievement of any performance targets and estimated forfeiture rates. The awards under equity-based compensation are classified as equity and are included as a component of equity on the Company’s consolidated balance sheets, as the ultimate payment of such awards will not be achieved through use of the Company’s cash or other assets. For the cash-settled share-based compensation, the Company recognizes a liability for the fair-value of the awards as of each reporting date included within other non-current liabilities in the consolidated balance sheets. Expense is recognized over the service period, and as the liability is remeasured at the end of each reporting period, changes in fair value are recognized as compensation cost within Salaries and benefits in the consolidated statements of comprehensive income. The significant assumptions underlying our expense calculations include the estimated achievement of any performance targets and estimated forfeiture rates. See Note 18 — Share-based Compensation for additional information about the Company’s share-based compensation. Fixed Assets — Fixed assets are stated at cost less accumulated depreciation. Expenditures for improvements are capitalized; repairs and maintenance are charged to expense as incurred. Depreciation is computed primarily using the straight-line method based on the estimated useful lives of assets. Depreciation on internally-developed software is amortized over the estimated useful life of the asset ranging from 3 to 10 years. Buildings include assets held under capital leases and are depreciated over the lesser of 50 years, the asset lives or the lease terms. Depreciation on leasehold improvements is calculated over the lesser of the useful lives of the assets or the remaining lease terms. Depreciation on furniture and equipment is calculated based on a range of 3 to 10 years. Land is not depreciated. Long-lived assets are tested for recoverability whenever events or changes in circumstance indicate that their carrying amounts may not be recoverable. An impairment loss is recognized if the carrying amount of a long-lived asset is not recoverable and exceeds its fair value. Recoverability is determined based on the undiscounted cash flows expected to result from the use and eventual disposition of the asset or asset group. Long-lived assets and certain identifiable intangible assets to be disposed of are reported at the lower of carrying amount or fair value less cost to sell. See Note 8 — Fixed Assets for additional information about our fixed assets. Operating Leases — Rentals payable on operating leases are charged on a straight-line basis to Other operating expenses in the consolidated statements of comprehensive income over the lease terms. Goodwill and Other Intangible Assets — In applying the acquisition method of accounting for business combinations, amounts assigned to identifiable assets and liabilities acquired were based on estimated fair values as of the date of acquisition, with the remainder recorded as goodwill. Intangible assets are initially valued at fair value using generally accepted valuation methods appropriate for the type of intangible asset. Intangible assets with definite lives are amortized over their estimated useful lives and are reviewed for impairment if indicators of impairment arise. Intangible assets with indefinite lives are tested for impairment annually as of October 1, and whenever indicators of impairment exist. The fair values of intangible assets are compared with their carrying values, and an impairment loss would be recognized for the amount by which a carrying amount exceeds its fair value. Acquired intangible assets are amortized over the following periods: Amortization basis Expected life (years) Client relationships In line with underlying cash flows 5 to 20 Software In line with underlying cash flows or straight-line basis 4 to 7 Product In line with underlying cash flows 17.5 Trademark and trade name Straight-line basis 14 to 25 Favorable agreements Straight-line basis 7 Management contracts Straight-line basis 18 Goodwill is tested for impairment annually as of October 1, and whenever indicators of impairment exist. Goodwill is tested at the reporting unit level, and the Company had nine reporting units as of October 1, 2018. In the first step of the impairment test, the fair value of each reporting unit is compared with its carrying value, including goodwill. If the carrying value of a reporting unit exceeds its fair value, the amount of an impairment loss, if any, is calculated in the second step of the impairment test by comparing the implied fair value of reporting unit goodwill with the carrying amount of that goodwill. The Company’s goodwill impairment tests for the years ended December 31, 2018 and 2017 have not resulted in any impairment charges. See Note 9 — Goodwill and Other Intangible Assets for additional information about our goodwill and other intangible assets. Pensions — The Company has multiple defined benefit pension and defined contribution plans. The net periodic cost of the Company’s defined benefit plans is measured on an actuarial basis using various methods and actuarial assumptions. The most significant assumptions are the discount rates (calculated using the granular approach to calculating service and interest cost) and the expected long-term rates of return on plan assets. Other material assumptions include rates of participant mortality, the expected long-term rates of compensation and pension increases and rates of employee termination. Gains and losses occur when actual experience differs from actuarial assumptions. If such gains or losses exceed ten percent of the greater of the market-related value of plan assets or the projected benefit obligation, the Company amortizes those gains or losses over the average remaining service period or average remaining life expectancy, as appropriate, of the plan participants. In accordance with U.S. GAAP, the Company records on its consolidated balance sheets the funded status of its pension plans based on the projected benefit obligation. Contributions to the Company’s defined contribution plans are recognized as incurred. Differences between contributions payable in the year and contributions actually paid are shown as either other assets or other liabilities in the consolidated balance sheets. See Note 13 — Retirement Benefits for additional information about our pensions. Revenue Recognition (effective from January 1, 2018) — The following policies were effective for the 2018 fiscal year as a result of the adoption, on January 1, 2018, of ASC 606, (‘ASC 606’). The revenue recognition policies in effect prior to 2018 are reflected in the next section. We recognize revenue from a variety of services, with broking, consulting and outsourced administration representing our most significant offerings. All other revenue streams, which can be recognized at either point in time or over time, are individually less significant and are grouped in Other in our revenue disaggregation disclosures in Note 4 — Broking — Representing approximately 48% of customer contract revenue for the year ended December 31, 2018, in our broking arrangements, we earn revenue by acting as an intermediary in the placement of effective insurance policies. Generally, we act as an agent and view our client to be the party looking to obtain insurance coverage for various risks, or an employer or sponsoring organization looking to obtain insurance coverage for its employees or members. Also, we act as an agent in reinsurance broking arrangements where our client is the party looking to cede risks to the reinsurance markets. Our primary performance obligation under the majority of these arrangements is to place an effective insurance or reinsurance policy, but there can also be significant post-placement obligations in certain contracts to which we need to allocate revenue. The most common of these is for claims handling or call center support. The revenue recognition method for these, after the relative fair value allocation, is described further as part of the ‘Outsourced Administration’ description below. Due to the nature of the majority of our broking arrangements, no single document constitutes the contract for ASC 606 purposes. Our services may be governed by a mixture of different types of contractual arrangements depending on the jurisdiction or type of coverage, including terms of business agreements, broker-of-record letters, statements of work or local custom and practice. This is then confirmed by the client’s acceptance of the underlying insurance contract. Prior to the policy inception date, the client has not accepted nor formally committed to perform under the arrangement (i.e. pay for the insurance coverage in place). Therefore in the majority of broking arrangements, the contract date is the date the insurance policy incepts. However, in certain instances such as Medicare broking or Affinity arrangements, where the employer or sponsoring organization is our customer, client acceptance of underlying individual policy placements is not required, and therefore the date at which we have a contract with a customer is not dependent upon placement. As noted, our primary performance obligations typically consist of only the placement of an effective insurance policy which precedes the inception date of the policy. Therefore, most of our fulfillment costs are incurred before we can recognize revenue, and are thus deferred during the pre-placement process. Where we have material post-placement services obligations, we estimate the relative fair value of the post-placement services using either the expected cost-plus-margin or the market assessment approach. Fees for our broking services consist of commissions or fees negotiated in lieu of commissions. At times, we may receive additional income for performing these services from the insurance and reinsurance carriers’ markets, which is collectively referred to as ‘market derived income’. In situations in which our fees are not fixed but are variable, we must estimate the likely commission per policy, taking into account the likelihood of cancellation before the end of the policy. For Medicare broking, Affinity arrangements and proportional treaty reinsurance broking, the commissions to which we will be entitled can vary based on the underlying individual insurance policies that are placed. For Medicare broking and proportional treaty reinsurance broking in particular, we base the estimates of transaction prices on supportable evidence from an analysis of past transactions, and only include amounts that are probable of being received or not refunded (referred to as applying ‘constraint’ under ASC 606). This is an area requiring significant judgment and results in us estimating a transaction price that may be significantly lower than the ultimate amount of commissions we may collect. The transaction price is then adjusted over time as we receive confirmation of our remuneration through receipt of treaty statements, or as other information becomes available. We recognize revenue for most broking arrangements as of a point in time at the later of the policy inception date or when the policy placement is complete, because this is viewed as the date when control is transferred to the client. For Medicare broking, we recognize revenue over time, as we stand ready under our agreements to place retiree Medicare coverage. For this type of broking arrangement, we recognize the majority of our placement revenue in the fourth quarter of the calendar year when the majority of the placement or renewal activity occurs. Consulting — We earn revenue for advisory and consulting work that may be structured as different types of service offerings, including annual recurring projects, projects of a short duration or stand-ready obligations. Collectively, our consulting arrangements represent approximately 34% of customer contract revenue for the year ended December 31, 2018. We have engagement letters with our clients that specify the terms and conditions upon which the engagements are based. These terms and conditions can only be changed upon agreement by both parties. In assessing our performance obligations, our consulting work is typically highly integrated, with the various promised services representing inputs of the combined overall output. We view these arrangements to represent a single performance obligation. To the extent we do not integrate our services, as is the case with unrelated services that may be sourced from different areas of our business, we consider these separate performance obligations. Fee terms can be in the form of fixed-fees (including fixed-fees offset by commissions), time-and-expense fees, commissions, per-participant fees, or fees based on assets under management. Payment is typically due on a monthly basis as we perform under the contract, and we are entitled to be reimbursed for work performed to date in the event of termination. The majority of our revenue from these consulting engagements is recognized over time, either because our clients are simultaneously receiving and consuming the benefits of our services, or because we have an enforceable right to payment for performance rendered to date. Additionally, from time to time, we may be entitled to an additional fee based on achieving certain performance criteria. To the extent that we cannot estimate with reasonable assurance the likelihood that we will achieve the performance target, we will ‘constrain’ this portion of the transaction price and recognize it when or as the uncertainty is resolved. We use different progress measures to determine our revenue depending on the nature of the engagement: • Annual recurring projects and projects of short duration. These projects are typically straightforward and highly predictable in nature with either time-and-expense or fixed fee terms. Time-and-expense fees are recognized as hours or expenses are incurred using the ‘right to invoice’ practical expedient allowed under ASC 606. For fixed-fee arrangements, to the extent estimates can be made of the remaining work required under the arrangement, revenue is based upon the proportional performance method, using the value of labor hours compared to the estimated total value of labor hours. We believe that cost represents a faithful depiction of transfer of value because the completion of these performance obligations is based upon the professional services of employees of differing experience levels and thereby costs. It is appropriate that satisfaction of these performance obligations considers both the number of hours incurred by each employee and the value of each labor hour worked (as opposed to simply the hours worked). • Stand-ready obligations. These projects consist of repetitive monthly or quarterly services performed consistently each period. As none of the activities provided under these services are performed at specified times and quantities, but at the discretion of each customer, our obligation is to stand ready to perform these services on an as-needed basis. These arrangements represent a ‘series’ performance obligation in accordance with ASC 606. Each time increment (i.e. each month or quarter) of standing ready to provide the o |
Merger Acquisitions and Divesti
Merger Acquisitions and Divestitures | 12 Months Ended |
Dec. 31, 2018 | |
Business Combinations [Abstract] | |
Merger Acquisitions and Divestitures | Note 3 The following paragraphs describe significant transactions during the three year period ending December 31, 2018. There have been other less significant transactions during this time period which have not been discussed. 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. Towers Watson was a leading global professional services firm operating throughout the world, dating back more than 100 years. The Merger allows the combined firm to go to market with complementary strategic product and services offerings. 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. 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 The Company acquired cash and cash equivalents of $476 million as a result of the Merger. Acquisitions Alston Gayler Acquisition On December 21, 2018, the Company, through its majority-owned subsidiary, Miller, completed the transaction to acquire Alston Gayler, a U.K.-based insurance and reinsurance broker, for total consideration of $67 million. Cash consideration of $35 million was paid upon completion of the acquisition, with the remaining $32 million deferred consideration to be paid in equal installments on the first, second and third anniversaries of the date of acquisition. The Company has preliminarily recognized $36 million of intangible assets, primarily arising from client relationships, and $24 million of goodwill. The purchase price allocation as of the acquisition date and our accounting for the related tax assets and liabilities is not yet complete. Divestitures Related Party Transaction - In the third quarter of 2017, the Company divested its Global Wealth Solutions business through a sale to an employee of the business. As part of that transaction, we financed a $50 million note payable from the employee to purchase the business. The note amortizes over 10 years, bears interest at a weighted-average rate of 3% and is guaranteed by $3 million in assets. Following the sale, employees of this business are no longer employees of the Company, 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 found in Note 15 — Supplementary Information for Certain Balance Sheet Accounts to these consolidated financial statements as Other current assets and Other non-current assets. 2017 Cumulative Divestiture Impact - Including the divestiture of Global Wealth Solutions, we sold five businesses during the second half of 2017. For the year ended December 31, 2017, the total gain recognized related to business disposals was $13 million, which was recorded in Other income, net on the accompanying consolidated statements of comprehensive income. Results from these disposals prior to the sales represented $54 million of revenue and $13 million of operating income for the year ended December 31, 2017. |
Revenue
Revenue | 12 Months Ended |
Dec. 31, 2018 | |
Revenue From Contract With Customer [Abstract] | |
Revenue | Note 4 As of January 1, 2018, the Company adopted ASC 606. The adoption of this new guidance had a material impact to the amounts and classification of certain balances within our consolidated financial statements and disclosures in the accompanying notes. We adopted ASC 606 using the modified retrospective approach, and elected to apply the following ‘practical expedients’ during adoption: • We elected to apply the new standard only to contracts that were not completed as of the transition date. This had the net effect of reducing revenue recognized under ASC 606 due to the change in method in our Health and Benefits broking business. See a further discussion and quantification for the annual results below. • We elected to reflect the aggregate effect of all modifications made to contracts prior to the transition date, January 1, 2018, rather than retrospectively restating the contracts for each of these modifications. We recognized the cumulative effect of initially applying ASC 606 as an adjustment to the opening balance of retained earnings. The comparative periods included within this Annual Report on Form 10-K have not been restated and continue to be reported under the accounting standards in effect for those periods. The cumulative effect of the changes made to our consolidated January 1, 2018 balance sheet for the adoption of ASC 606 were as follows: Balance Sheet Balance at December 31, 2017 Adjustments due to ASC 606 Balance at January 1, 2018 ASSETS Accounts receivable, net $ 2,246 $ 309 a $ 2,555 Prepaid and other current assets 430 89 b 519 Fixed assets, net 985 (83 ) c 902 Other non-current assets 447 39 c 486 LIABILITIES Deferred revenue and accrued expenses 1,711 (74 ) d 1,637 Deferred tax liabilities 615 99 e 714 Provision for liabilities 558 12 f 570 EQUITY Retained earnings 1,104 317 g 1,421 In accordance with the modified retrospective adoption requirements of ASC 606, the following disclosures represent the impact of adoption on our consolidated statement of comprehensive income, balance sheet and statement of cash flows: Year Ended December 31, 2018 Statement of Comprehensive Income As Reported Balances Without Adoption of ASC 606 Effect of Change Revenue $ 8,513 $ 8,613 $ (100 ) h Costs of providing services Salaries and benefits 5,123 5,098 25 i Depreciation 208 235 (27 ) i Income from operations 809 907 (98 ) INCOME FROM OPERATIONS BEFORE INCOME TAXES 851 949 (98 ) Provision for income taxes (136 ) (154 ) 18 j NET INCOME 715 795 (80 ) NET INCOME ATTRIBUTABLE TO WILLIS TOWERS WATSON 695 775 (80 ) EARNINGS PER SHARE Basic earnings per share $ 5.29 $ 5.90 $ (0.61 ) Diluted earnings per share $ 5.27 $ 5.87 $ (0.60 ) As of December 31, 2018 Balance Sheet As Reported Balances Without Adoption of ASC 606 Effect of Change ASSETS Accounts receivable, net $ 2,379 $ 2,198 $ 181 a Prepaid and other current assets 404 302 102 b Fixed assets, net 942 1,051 (109 ) c Other non-current assets 467 419 48 c LIABILITIES Deferred revenue and accrued expenses 1,647 1,754 (107 ) d Other current liabilities 864 863 1 e Deferred tax liabilities 559 479 80 e Provision for liabilities 540 529 11 f EQUITY Retained earnings 1,201 964 237 g Year Ended December 31, 2018 Statement of Cash Flows As Reported Balances Without Adoption of ASC 606 Effect of Change Net cash from operating activities $ 1,288 $ 1,338 $ (50 ) k Capitalized software costs (54 ) (104 ) 50 k Explanation of Changes The adoption of ASC 606 had the following impacts to our balance sheets at January 1, 2018 and December 31, 2018: a. Accounts receivable, net, now includes receivables that have been billed, not yet billed and short-term contract assets. This adjustment is the result of the cumulative adjustments to revenue that have not yet been collected from our customers, but are expected to be collected within the next twelve months. The most significant increases to this balance result from revenue acceleration under ASC 606 for Medicare and proportional treaty broking commissions. b. Prepaid and other current assets include the impact of costs deferred in connection with our broking pre-placement activities. These costs are being deferred while the related pre-placement work is performed, and amortized as the related revenue is recognized, typically upon policy inception. Since the amortization period associated with these fulfillment costs is less than one year, these deferred costs have been classified as a current asset. c. Prior to the adoption of ASC 606, costs that we deferred related to certain system implementation activities had been included in fixed assets, net. These costs, adjusted based on the guidance in ASC 606, have now been included in other non-current assets. Additionally we have included less significant impacts of adjustments to deferred tax assets and have classified non-current contract assets within non-current assets. d. Deferred revenue has been adjusted primarily to reflect revenue acceleration in our Medicare broking business. Additional adjustments were included to accelerate the license component of certain software arrangements and to net deferred revenue with contract assets. e. Other current liabilities, which include current taxes payable, and deferred tax liabilities, have been adjusted for the tax effects of the individual changes resulting from the adoption of ASC 606. The income tax expense was calculated based on the U.S. and foreign statutory rates applicable to adjustments made. Where applicable, a U.S. statutory rate of 21% was used. f. Provision for liabilities has been adjusted for additional reserves for long-term post-placement obligations in our broking business. g. Retained earnings has been adjusted for the net impact of the adoption of ASC 606. See the discussion of the significant pre-tax changes by revenue in the following section. The following changes are now reflected in our consolidated statements of comprehensive income for the year ended December 31, 2018. Each description also includes a discussion of the impact to retained earnings as of the adoption date. Retained Earnings Increase/(Decrease) at January 1, 2018 Increase/(Decrease) for the Year Ended December 31, 2018 Revenue adjustments Medicare broking $ 311 $ (38 ) Proportional treaty reinsurance broking 50 2 Health and benefits broking — (57 ) Other adjustments 28 (7 ) Total adjustments related to revenue 389 (100 ) Cost adjustments System implementation activities (46 ) 6 Other cost adjustments 75 (8 ) Total adjustments related to costs 29 (2 ) Tax effect (101 ) (18 ) Total net adjustments $ 317 $ (80 ) h. Revenue was adjusted for the following significant changes: • Medicare broking — The majority of revenue recognition for this offering, within our Individual Marketplace business, has moved from monthly ratable recognition over the policy period, to recognition upon placement of the policy. Consequently, the Company will now recognize approximately two-thirds of one calendar year of expected commissions during its fourth quarter of the preceding calendar year. The remainder of the revenue is recognized consistently with methods used prior to the adoption of ASC 606. Therefore, at the adoption date, we have reflected a $271 million pre-tax increase to retained earnings for the portion of the revenue that would otherwise have been recognized during our 2018 calendar year since our earnings process was largely completed during the fourth quarter of 2017. Additionally, we have reflected a $40 million pretax adjustment to increase retained earnings related to previously deferred contingent revenue from placements made prior to 2018 because the earnings process was complete under ASC 606. During the year ended December 31, 2018, the accounting for this revenue stream under ASC 606 represented a reduction of revenue from ASC 605, Revenue Recognition (‘ASC 605’) accounting methods of $38 million. • Proportional treaty reinsurance broking — The revenue recognition for proportional treaty reinsurance broking commissions, within our Investment, Risk and Reinsurance segment, has moved from recognition upon the receipt of the monthly or quarterly treaty statements from the ceding insurance carriers, to the recognition of an estimate of expected commissions upon the policy effective date. Since the majority of revenue recognized historically based on these monthly or quarterly statements was received over a two-year period, we reflected a $50 million pretax increase to retained earnings at the adoption date for the portion of revenue that would otherwise have been recognized during our 2018 calendar year related to policies effective in 2017 or prior years. For the year ended December 31, 2018, this accounting change resulted in a revenue increase of $2 million related to this adjustment • Health and benefits broking — Revenue for certain Health and Benefits broking arrangements, in our Human Capital and Benefits segment, will now be recognized evenly over the year to reflect the nature of the ongoing obligations to our customers as well as receipt of the monthly commissions. These contracts are monthly or annual in nature, and are considered complete as of the transition date. Therefore, no retained earnings adjustment is required. The total effect to revenue as a result of this accounting change for the year ended December 31, 2018 was a decrease of $57 million • Other adjustments — Certain other revenue changes with individually less significant adjustments were made to retained earnings as of the adoption date totaling a net $28 million. The cumulative change to revenue for the year ended December 31, 2018 for other revenue streams not discussed above resulting from the ASC 606 adoption was a decrease of $7 million i . Salaries and benefits and depreciation expense have been impacted by the guidance for deferred costs. Our accounting for these deferred costs has changed for certain revenue streams with system implementation activities, and other types of arrangements with associated costs, that now meet the criteria for cost deferral under ASC 606: • System implementation activities — For those portions of the business that previously deferred costs, the length of time over which we amortize those costs will extend to a longer estimated contract term. For 2017 and prior years, these costs were amortized over a typical period of 3-5 years in accordance with the initial stated terms of the customer agreements. Additionally, the composition of deferred costs has been adjusted to reflect the guidance in ASC 606. A reduction adjustment to retained earnings of $46 million was recorded on the adoption date to reflect these changes. Further, the amortization of the costs are no longer classified as depreciation expense, but rather included in salaries and benefits. These adjustments resulted in an increase in expense of $6 million for the year ended December 31, 2018 • Other cost adjustments — This guidance now applies to our broking arrangements and certain consulting engagements. While the costs deferred for our broking arrangements will typically be amortized within one year, costs now deferred related to certain consulting arrangements will be amortized over a longer term. We have increased pre-tax retained earnings by $75 million, primarily to reflect the total changes to contract costs as of the adoption date. For the year ended December 31, 2018, these changes resulted in a decrease in expense of $8 million j. The provision for income taxes for the year ended December 31, 2018 was $18 million lower than our provision on an ASC 605 basis. The income tax expense was calculated based on the U.S. and foreign statutory rates applicable to adjustments made. Where applicable, a U.S. statutory rate of 21% was used. There was a $101 million net tax reduction to retained earnings upon adoption of ASC 606 The following changes are now reflected in our consolidated statement of cash flows for the year ended December 31, 2018. k. As part of the changes in accounting for deferred costs, amounts capitalized relating to system implementation activities are now classified as operating cash flows. Prior to 2018, those costs capitalized under previous guidance were included in Capitalized software costs as an investing cash outflow. Disaggregation of Revenue The Company reports revenue by segment in Note 5 — — Year ended December 31, 2018 HCB CRB IRR BDA Corporate ( i ) Total Broking $ 266 $ 2,578 $ 905 $ 272 $ — $ 4,021 Consulting 2,224 163 430 — 13 2,830 Outsourced administration 484 65 — 486 — 1,035 Other 235 9 185 — 4 433 Total revenue by service offering 3,209 2,815 1,520 758 17 8,319 Reimbursable expenses and other ( i ) 62 — 8 7 17 94 Total revenue from customer contracts $ 3,271 $ 2,815 $ 1,528 $ 765 $ 34 $ 8,413 Interest and other income (ii) 24 37 36 — 3 100 Total revenue $ 3,295 $ 2,852 $ 1,564 $ 765 $ 37 $ 8,513 _________ ( i ) Reimbursable expenses and other, as well as Corporate revenue, are excluded from segment revenue, but included in total revenue on the consolidated statements of comprehensive income (ii) Interest and other income is included in segment revenue and total revenue, however it has been presented separately in the above tables because it does not arise directly from contracts with customers. Individual revenue streams aggregating to 5% of total revenue for the year ended December 31, 2018 have been included within the Other line in the table above. The following table presents revenue by the geography where our work was performed for the year ended December 31, 2018. The reconciliation to total revenue on our consolidated statements of comprehensive income and to segment revenue is shown in the table above. Year ended December 31, 2018 HCB CRB IRR BDA Corporate Total North America $ 1,849 $ 1,044 $ 416 $ 758 $ 16 $ 4,083 Great Britain 481 648 732 — — 1,861 Western Europe 562 631 218 — 1 1,412 International 317 492 154 — — 963 Total revenue by geography $ 3,209 $ 2,815 $ 1,520 $ 758 $ 17 $ 8,319 Contract Balances The Company reports accounts receivable, net on the consolidated balance sheet, which includes billed and unbilled receivables and current contract assets. In addition to accounts receivable, net, the Company had the following non-current contract assets and deferred revenue balances at December 31, 2018 and January 1, 2018: December 31, 2018 January 1, 2018 Billed receivables, net of allowance for doubtful accounts of $40 million and $45 million $ 1,702 $ 1,933 Unbilled receivables 356 276 Current contract assets 321 346 Accounts receivable, net $ 2,379 $ 2,555 Non-current accounts receivable, net $ 20 $ 33 Non-current contract assets $ 3 $ 5 Deferred revenue $ 448 $ 463 The Company receives payments from customers based on billing schedules or terms as written in our contracts. Those balances denoted as contract assets relate to situations where we have completed some or all performance under the contract, however our right to consideration is conditional. Contract assets result most materially in our Medicare broking and proportional treaty broking businesses. Billed and unbilled receivables are recorded when the right to consideration becomes unconditional. Deferred revenue relates to payments received in advance of performance under the contract, and is recognized as revenue as (or when) we perform under the contract. Accounts receivable are stated at estimated net realizable values. The following table presents the changes in our allowance for doubtful accounts for the years ended December 31, 2018, 2017 and 2016. December 31, 2018 December 31, 2017 December 31, 2016 Balance at beginning of year $ 45 $ 40 $ 22 Additions charged to costs and expenses 9 17 36 Charges to other accounts - acquisitions — — 8 Deductions/other movements (15 ) (9 ) (27 ) Foreign exchange 1 (3 ) 1 Balance at end of year $ 40 $ 45 $ 40 During the year ended December 31, 2018, revenue of approximately $389 million was recognized that was reflected as deferred revenue at January 1, 2018. During the year ended December 31, 2018, the Company recognized no material revenue related to performance obligations satisfied in a prior period. Performance Obligations The Company has contracts for which performance obligations have not been satisfied as of December 31, 2018 or have been partially satisfied as of December 31, 2018. The following table shows the expected timing for the satisfaction of the remaining performance obligations. This table does not include contract renewals nor variable consideration, which was excluded from the transaction prices in accordance with the guidance on constraining estimates of variable consideration. In addition, the Company has elected not to disclose the remaining performance obligations when one or both of the following circumstances apply: • Performance obligations which are part of a contract that has an original expected duration of less than one year, and • Performance obligations satisfied in accordance with ASC 606-10-55-18 (‘right to invoice’). 2019 2020 2021 onward Total Revenue expected to be recognized on contracts as of December 31, 2018 $ 441 $ 357 $ 466 $ 1,264 Since most of the Company’s contracts are cancellable with less than one year’s notice, and have no substantive penalty for cancellation, the majority of the Company’s remaining performance obligations as of December 31, 2018 has been excluded from the table above. Costs to obtain or fulfill a contract The Company incurs costs to obtain or fulfill contracts which it would not incur if a contract with a customer was not executed. The following table shows the categories of costs that are capitalized and deferred over the expected life of a contract. Costs to fulfill Balance at January 1, 2018 $ 126 New capitalized costs 465 Amortization (442 ) Impairments — Foreign currency translation (1 ) Balance at December 31, 2018 $ 148 |
Segment Information
Segment Information | 12 Months Ended |
Dec. 31, 2018 | |
Segment Reporting [Abstract] | |
Segment Information | Note 5 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’) 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 and the method of achieving these strategies and related financial results. Management evaluates the performance of its segments and allocates resources to them based on net operating income on a pre-bonus, pre-tax basis. The Company experiences seasonal fluctuations of its revenue. Revenue is typically higher during the Company’s first and fourth quarters due to the timing of broking-related activities, and although the mix of quarterly income changed as a result of the adoption of ASC 606, we expect our revenue to remain highest in our first and fourth quarters. Beginning in 2018, we made certain changes that affect our segment results that are not material. These changes include the following: • To better align our business within our segments, we (1) moved portions of our Insurance, Consulting and Technology business from IRR to CRB; (2) moved certain resources that support our outsourced administration offerings from HCB to BDA; and (3) moved our CEEMEA-based strategy study business from our Health and Benefits business in HCB to CRB. • As part of the continued integration of our businesses, we have applied our 2018 corporate expense allocation methodology to our 2017 and 2016 segment results in order to standardize our methodologies and allocate those expenses for period over period comparatives. Such methodology updates include (1) an increased allocation for Gras Savoye as it no longer benefits as a new acquisition; (2) adjustments relating to changes in segment and total headcount; and (3) the addition of certain allocable direct expenses, which lowers the corporate expense allocation. In connection with our segment realignment, we reassigned a proportional amount of the carrying value of goodwill between the CRB and IRR segments. See Note 9 — Goodwill and Other Intangible Assets for further information. Previously during the year ended December 31, 2017, the Company made changes to our segment results which standardized the allocation of corporate expenses directly attributable to business segments, reassigned Max Matthiessen to IRR and Fine Art, Jewellery & Specie to CRB to better align with their specializations, and revised the presentation of certain costs impacting fixed assets and internally-developed software which arose from the purchase accounting for the Merger. The prior period comparatives reflected in the tables below have been retroactively adjusted to reflect our current segment presentation. Under the segment structure and for internal and segment reporting, Willis Towers Watson segment revenue includes commissions and fees, interest and other income. U.S. GAAP revenue includes amounts that were directly incurred on behalf of our clients and reimbursed by them (reimbursable expenses), which are removed from segment revenue. Segment operating income excludes certain costs, including (i) amortization of intangibles; (ii) restructuring costs; (iii) certain transaction and integration expenses; (iv) certain litigation provisions; (v) significant pension settlement and curtailment gains or losses; and (vi) to the extent that the actual expense based upon which allocations are made differs from the forecast/budget amount, a reconciling item will be created between internally-allocated expenses and the actual expenses that we report for U.S. GAAP purposes. During 2016, segment revenue and operating income both include revenue that was deferred by Towers Watson at the time of the Merger, and eliminated due to purchase accounting. The impact of the elimination from purchase accounting (which is the reduction to 2016 consolidated revenue and operating income) has been included in the reconciliation to our consolidated results in order to provide the actual revenue that the segments would have recognized on an unadjusted basis. The following table presents segment revenue and segment operating income for our reportable segments for the years ended December 31, 2018, 2017 and 2016. Segment revenue Segment operating income Years ended December 31 Years ended December 31 2018 2017 2016 2018 2017 2016 HCB $ 3,233 $ 3,176 $ 3,100 $ 789 $ 774 $ 722 CRB 2,852 2,709 2,608 528 483 458 IRR 1,556 1,474 1,473 384 329 346 BDA 758 734 660 144 153 120 Total $ 8,399 $ 8,093 $ 7,841 $ 1,845 $ 1,739 $ 1,646 The following table presents reconciliations of the information reported by segment to the Company’s consolidated amounts reported for the years ended December 31, 2018, 2017 and 2016. Years ended December 31, 2018 2017 2016 Revenue: Total segment revenue $ 8,399 $ 8,093 $ 7,841 Fair value adjustment to deferred revenue — — (58 ) Reimbursable expenses and other 114 109 104 Revenue $ 8,513 $ 8,202 $ 7,887 Total segment operating income $ 1,845 $ 1,739 $ 1,646 Fair value adjustment for deferred revenue — — (58 ) Amortization (534 ) (581 ) (591 ) Restructuring costs — (132 ) (193 ) Transaction and integration expenses (i) (202 ) (269 ) (177 ) Provisions for significant litigation — (11 ) (50 ) Unallocated, net (ii) (300 ) (230 ) (229 ) Income from operations 809 516 348 Interest expense (208 ) (188 ) (184 ) Other income, net 250 164 178 Income from operations before income taxes $ 851 $ 492 $ 342 (i) Includes transaction and integration expenses related to the Merger and the acquisition of Gras Savoye. (ii) 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. None of the Company’s customers represented a significant amount of the Company’s consolidated revenue for the years ended December 31, 2018, 2017 and 2016. Below are our revenue and long-lived assets for Ireland, our country of domicile, countries with significant concentrations, and all other foreign countries for each of the years ended December 31, 2018, 2017 and 2016: Revenue Long-Lived Assets (i) 2018 2017 2016 2018 2017 2016 Ireland $ 138 $ 107 $ 92 $ 78 $ 127 $ 114 United States 3,970 3,821 3,395 11,068 9,988 11,400 United Kingdom 1,926 1,815 2,236 2,349 3,173 2,431 Rest of World 2,479 2,459 2,164 2,411 3,263 2,466 Total Foreign Countries 8,375 8,095 7,795 15,828 16,424 16,297 $ 8,513 $ 8,202 $ 7,887 $ 15,906 $ 16,551 $ 16,411 (i) Long-lived assets do not include deferred tax assets. |
Restructuring Costs
Restructuring Costs | 12 Months Ended |
Dec. 31, 2018 | |
Restructuring And Related Activities [Abstract] | |
Restructuring Costs | Note 6 The Company had two major elements of the restructuring costs included in its consolidated financial statements, which were the Operational Improvement Program and the Business Restructure Program. Costs for each program were fully accrued and completed by the end of 2017 and 2016, respectively. No additional costs for either program were incurred during 2018. 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 included: 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 $134 million and $145 million for the years ended December 31, 2017 and 2016, respectively, related to the Operational Improvement Program. The Company spent a cumulative amount of $441 million on restructuring costs for this program. 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, however, cash payments pertaining to the program were made primarily in 2017. During the year ended December 31, 2017, the Company recognized a $2 million reversal of expense related to an estimate of previously incurred termination benefits. The Company recognized restructuring costs of $48 million for the year ended December 31, 2016. An analysis of total restructuring costs recognized in the consolidated statements of comprehensive income, with costs by segment, and costs attributable to corporate functions, for the years ended December 31, 2017 and 2016 is as follows: HCB CRB IRR BDA Corporate Total Year ended December 31, 2017 Termination benefits $ — $ 25 $ 4 $ — $ 17 $ 46 Professional services and other (i) 3 63 6 — 14 86 Total $ 3 $ 88 $ 10 $ — $ 31 $ 132 Year ended December 31, 2016 Termination benefits $ 33 $ 26 $ 6 $ 1 $ 2 $ 68 Professional services and other (i) 4 81 4 — 36 125 Total $ 37 $ 107 $ 10 $ 1 $ 38 $ 193 (i) Other includes salary and benefits, premises, and other expenses incurred to support the ongoing management and facilitation of the programs. An analysis of the total cumulative restructuring costs recognized for the Operational Improvement Program from its commencement to December 31, 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 $ — $ 25 $ 4 $ — $ 19 $ 48 Professional services and other (i) 3 63 6 — 14 86 Total Termination benefits $ 3 $ 82 $ 15 $ — $ 23 $ 123 Professional services and other (i) 5 204 12 — 97 318 Total $ 8 $ 286 $ 27 $ — $ 120 $ 441 (i) Other includes salary 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 December 31, 2018, 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 48 86 134 Cash payments (41 ) (97 ) (138 ) Balance at December 31, 2017 14 7 21 Cash payments (12 ) (6 ) (18 ) Balance at December 31, 2018 $ 2 $ 1 $ 3 Restructuring costs related to the Business Restructuring Program for the year ended December 31, 2016 by segment are as follows: HCB CRB IRR BDA Corporate Total (in millions) 2016 Termination benefits $ 32 $ 8 $ 3 $ 1 $ 1 $ 45 Professional services and other (i) 3 — — — — 3 Total $ 35 $ 8 $ 3 $ 1 $ 1 $ 48 (i) Other includes salary 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 Business Restructure Program from its commencement to December 31, 2018, 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 Adjustment to prior charges incurred (2 ) — (2 ) Cash payments (23 ) — (23 ) Balance at December 31, 2017 1 — 1 Cash payments (1 ) — (1 ) Balance at December 31, 2018 $ — $ — $ — |
Income Taxes
Income Taxes | 12 Months Ended |
Dec. 31, 2018 | |
Income Tax Disclosure [Abstract] | |
Income Taxes | Note 7 Impact of U.S. Tax Reform On December 22, 2017, the U.S. government enacted comprehensive tax legislation, commonly referred to as ‘U.S. Tax Reform’. U.S. Tax Reform makes broad and complex changes to the U.S. tax code, including, but not limited to: (1) requiring a one-time transition tax on certain unremitted earnings of foreign subsidiaries that may be payable over eight years; (2) bonus depreciation that will allow for full expensing of qualified property; (3) reduction of the federal corporate tax rate from 35% to 21%; (4) a new provision designed to tax global intangible low-taxed income (‘GILTI’), which allows for the possibility of using foreign tax credits (‘FTCs’) and a deduction of up to 50% to offset the income tax liability (subject to some limitations); (5) a new limitation on deductible interest expense; (6) limitations on the deductibility of certain executive compensation; (7) limitations on the use of FTCs to reduce the U.S. income tax liability; (8) the creation of the base erosion anti-abuse tax (‘BEAT’), a new minimum tax; and (9) a general elimination of U.S. federal income taxes on dividends from foreign subsidiaries. Also on December 22, 2017, the SEC staff issued Staff Accounting Bulletin No. 118 (‘SAB 118’), which provided guidance on accounting for the tax effects of the U.S. Tax Reform. SAB 118 provided a measurement period that should not extend beyond one year from the U.S. Tax Reform enactment date for companies to complete the accounting under ASC 740, Income Taxes While the measurement period under SAB 118 is now closed, the Company may in future periods need to further refine its U.S. federal and state calculations related to U.S. Tax Reform as the taxing authorities provide additional guidance and clarification. However, as of December 31, 2018, the Company's accounting for U.S. Tax Reform is complete based on its interpretation of the guidance issued as of the balance sheet date. As such, the Company has revised and finalized the provisional adjustments for the following items: Reduction of the federal corporate tax rate – Beginning January 1, 2018, the Company’s U.S. income is taxed at a 21% federal corporate tax rate. Under ASC 740, deferred tax assets or liabilities must be recalculated as of the enactment date using current tax laws and rates expected to be in effect when the deferred tax items reverse in future periods, which is 21%. Consequently, the Company recorded a provisional decrease in its net deferred tax liabilities of $208 million, with a corresponding deferred income tax benefit of $208 million during the year ended December 31, 2017. On October 12, 2018, the Company filed its 2017 U.S. federal corporate income tax return. After refining our analysis of those items directly related to U.S. Tax Reform, the Company recorded additional deferred tax benefit of approximately $8 million related to deferred tax items that are now subject to tax at 21%. The effect of the measurement period adjustment on the 2018 effective tax rate is approximately 1%. One-time transition tax – The one-time transition tax is based on the Company’s total post-1986 earnings and profits (‘E&P’) that it previously deferred from U.S. income taxes. At December 31, 2017, the Company recorded a provisional amount for the one-time transition tax liability for our foreign subsidiaries owned by U.S. corporate shareholders, resulting in an increase in U.S. Federal income tax expense of $70 million and state income tax expense of $2 million. This transition tax liability was recorded as a long-term liability in the 2017 financial statements. Subsequent to the December 31, 2017 reporting period, the Internal Revenue Service (‘IRS’) clarified the application of the ‘with’ and ‘without’ approach for calculating the transition tax liability in determining the amount payable over eight years. Based on this guidance the Company revised its provisional estimate for the U.S. federal transition tax liability in the first quarter of 2018, which was reduced by $64 million due to the utilization of interest loss carryforwards resulting from the transition tax income inclusion. This reduction has no impact on the 2018 effective tax rate. Additionally, on the basis of revised E&P computations that were completed during the year ended December 31, 2018, we recognized an additional increase to income tax expense of $8 million, which was recorded in current income tax payable. This has an approximate 1% impact on the Company’s 2018 effective tax rate. The tax expense recorded includes the final measurement period adjustment related to the Company’s November 30, 2018 foreign subsidiaries. While the measurement period under SAB 118 is now closed, we may in future periods need to further refine the U.S. federal and state transition tax calculations of the November 30, 2018 foreign subsidiaries as the taxing authorities provide additional guidance and clarification. Indefinite reinvestment assertion – Beginning in 2018, U.S. Tax Reform provides a 100% deduction for dividends received from 10-percent owned foreign corporations by U.S. corporate shareholders, subject to a one-year holding period. Although dividend income is now exempt from U.S. federal tax for U.S. corporate shareholders, companies must still account for the tax consequences of outside basis differences and other tax impacts of their investments in non-U.S. subsidiaries. At December 31, 2017, we analyzed our global working capital and cash requirements and the potential tax liabilities attributable to a repatriation and determined we might repatriate up to $219 million which was previously deemed indefinitely reinvested. For those investments from which we were able to make a reasonable estimate of the tax effects of such repatriation, we recorded a provisional estimate for foreign withholding and state income taxes of $1 million. In addition, we re-measured the existing deferred tax liability accrued on certain acquired Towers Watson subsidiaries and released the associated deferred tax liability. This resulted in an income tax benefit of $76 million as these foreign earnings were subject to the one-time transition tax. These estimates are now considered final and no further adjustments have been made in the year ended December 31, 2018 as a result of U.S. Tax Reform. Bonus Depreciation – The Company completed its determination of all capital expenditures that qualify for immediate expensing. For the year ended December 31, 2017, the Company recorded a provisional deduction of $40 million based on its current intent to fully expense all qualifying expenditures. This resulted in an increase of approximately $14 million to the Company's U.S. federal current income taxes receivable and a corresponding increase in its net deferred tax liabilities of approximately $14 million. However, as a result of further analysis on assets placed in service after September 27, 2017, the Company concluded its tax deduction to be $8 million. The tax benefit was reflected on the Company’s 2017 U.S. federal corporate income tax return filed on October 12, 2018. The effect of the measurement-period adjustment on the 2018 effective tax rate is included in the reduction of the federal corporate tax rate above. Executive compensation – Starting with compensation paid in 2018, Section 162(m) will limit the Company from deducting compensation, including performance-based compensation, in excess of $1 million paid to anyone who, starting in 2018, serves as the Chief Executive Officer or Chief Financial Officer, or who is among the three most highly compensated executive officers. The only exception to this rule is for compensation that is paid pursuant to a binding contract in effect on November 2, 2017 that would have otherwise been deductible under the prior Section 162(m) rules. Accordingly, any compensation paid in the future pursuant to new compensation arrangements entered into after November 2, 2017, even if performance-based, will count towards the $1 million deduction limit if paid to a covered executive. The Company recorded a provisional income tax expense of $8 million relating to our compensation plans not qualifying as a binding contract exception. During the fourth quarter the Company finalized its analysis and review of the executive compensation plans and IRS guidance released throughout the year. The Company has concluded that the reviewed plans are not subject to future limitation under the binding contract exception and grandfathering rules. This resulted in the re-establishment of the deferred tax asset through the recording of an income tax benefit of $8 million. The effect of the measurement period adjustment on the 2018 effective tax rate is approximately 1%. GILTI – U.S. Tax Reform creates a new requirement that certain income (i.e., GILTI) earned by controlled foreign corporations (‘CFCs’) must be included currently in the gross income of the CFCs’ U.S. shareholders. GILTI is the excess of the shareholder’s ‘net CFC tested income’ over the net deemed tangible income return, which is currently defined as the excess of (1) 10 percent of the aggregate of the U.S. shareholder’s pro rata share of the qualified business asset investment of each CFC with respect to which it is a U.S. shareholder over (2) the amount of certain interest expense taken into account in the determination of net CFC-tested income. Under U.S. GAAP, the Company is allowed to make an accounting policy choice of either (1) treating taxes due on future U.S. inclusions in taxable income related to GILTI as a current-period expense when incurred (the ‘period cost method’) or (2) factoring such amounts into a company’s measurement of its deferred taxes (the ‘deferred method’). The Company has concluded it is treating the taxes due on U.S. inclusions in taxable income related to GILTI as a current-period expense when incurred (the ‘period cost method’). The estimated tax impact of GILTI, net of available foreign tax credits, is approximately $15 million at December 31, 2018. Valuation allowances – The Company has concluded there have been no changes to valuation allowances as a result of U.S. Tax Reform. Provision for income taxes An analysis of income from operations before income taxes by taxing jurisdiction is shown below: Years ended December 31, 2018 2017 2016 Ireland $ (16 ) $ (23 ) $ (27 ) U.S. (101 ) (198 ) (311 ) U.K. 182 31 123 Other jurisdictions 786 682 557 Total $ 851 $ 492 $ 342 The components of the (provision for)/benefit from income taxes include: Years ended December 31, 2018 2017 2016 Current tax expense: U.S. federal taxes $ (98 ) $ (65 ) $ (35 ) U.S. state and local taxes (25 ) (7 ) (14 ) U.K. corporation tax (16 ) (14 ) (28 ) Other jurisdictions (112 ) (99 ) (71 ) Total current tax expense (251 ) (185 ) (148 ) Deferred tax benefit: U.S. federal taxes 79 268 214 U.S. state and local taxes 12 (6 ) 5 U.K. corporation tax (6 ) 9 (10 ) Other jurisdictions 30 14 35 Total deferred tax benefit 115 285 244 Total (provision for)/benefit from income taxes $ (136 ) $ 100 $ 96 Included in the 2018 U.S. state and local tax expense is an approximate $25 million deferred tax benefit related to a valuation allowance release on certain state deferred tax assets offset with the write-off of certain state net operating losses that are no longer realizable. Effective tax rate reconciliation The reported (provision for)/benefit from income taxes differs from the amounts that would have resulted had the reported income before income taxes been taxed at the U.S. federal statutory rate. The principal reasons for the differences between the amounts provided and those that would have resulted from the application of the U.S. federal statutory tax rate are as follows: Years ended December 31, 2018 2017 2016 INCOME FROM OPERATIONS BEFORE INCOME TAXES $ 851 $ 492 $ 342 U.S. federal statutory income tax rate 21 % 35 % 35 % Income tax expense at U.S. federal tax rate (179 ) (172 ) (120 ) Adjustments to derive effective tax rate: Non-deductible expenses and dividends (44 ) (68 ) (15 ) Non-deductible acquisition costs (2 ) (11 ) (1 ) Disposal of non-deductible goodwill 1 (11 ) (2 ) Impact of change in rate on deferred tax balances 7 — 15 Effect of foreign exchange and other differences 1 (3 ) (6 ) Non-deductible Venezuelan foreign exchange loss — (2 ) (4 ) Changes in valuation allowances 80 (13 ) 74 Net tax effect of intra-group items 99 97 98 Tax differentials of non-U.S. jurisdictions (2 ) 69 80 Tax differentials of U.S. state taxes and local taxes (77 ) 6 (14 ) Global Intangible Low-Taxed Income (GILTI) (15 ) — — Impact of U.S. Tax Reform — 204 — Other items, net (5 ) 4 (9 ) (Provision for)/benefit from income taxes $ (136 ) $ 100 $ 96 Included in the changes in valuation allowance for 2018, the Company recorded a deferred income tax benefit for approximately $71 million related to the valuation allowance release of certain state deferred tax assets. In 2017, in connection with our initial analysis of U.S. Tax Reform, the Company recorded a provisional net tax benefit of $204 million, which consisted of a net benefit of $208 million due to the reduction of the federal corporate tax rate and re-measurement of our net U.S. deferred tax liabilities primarily related to acquisition-based intangibles, and a $76 million benefit related to the release of a deferred tax liability we had previously recorded on the accumulated earnings of certain Towers Watson subsidiaries. These net benefit items were offset by provisional expenses of $8 million recognized as a write-off of a deferred tax asset the Company had previously recorded on executive compensation as well as the U.S. federal and state income tax expense of $72 million associated with the one-time transition tax on foreign earnings of our subsidiaries. Willis Towers Watson plc is a non-trading holding company tax resident in Ireland where it is taxed at the statutory rate of 25%. In 2018, the provision for income tax on operations has been reconciled above to the U.S. federal statutory tax rate of 21% due to significant operations in the U.S. The prior year effective tax rates have not been restated to reflect a U.S. federal statutory tax rate of 21%. Deferred income taxes Deferred income tax assets and liabilities reflect the effect of temporary differences between the assets and liabilities recognized for financial reporting purposes and the amounts recognized for income tax purposes. We recognize deferred tax assets if it is more likely than not that a benefit will be realized. Deferred income tax assets and liabilities included in the consolidated balance sheets at December 31, 2018 and 2017 are comprised of the following: December 31, 2018 2017 Deferred tax assets: Accrued expenses not currently deductible $ 177 $ 131 Net operating losses 91 145 Capital loss carryforwards 30 28 Accrued retirement benefits 285 339 Deferred compensation 82 69 Stock options 22 24 Financial derivative transactions 1 18 Gross deferred tax assets 688 754 Less: valuation allowance (81 ) (162 ) Net deferred tax assets $ 607 $ 592 Deferred tax liabilities: Cost of intangible assets, net of related amortization $ 825 $ 929 Cost of tangible assets, net of related depreciation 37 56 Prepaid retirement benefits 101 114 Accrued revenue not currently taxable 144 62 Deferred tax liabilities $ 1,107 $ 1,161 Net deferred tax liabilities $ 500 $ 569 During December 2017, the Company re-measured its U.S. deferred tax assets and liabilities as a result of U.S. Tax Reform to the newly enacted federal tax rate, which is 21%. The net deferred income tax assets are included in other non-current assets and the net deferred tax liabilities are included in deferred tax liabilities in our consolidated balance sheets. December 31, 2018 2017 Balance sheet classifications: Other non-current assets $ 59 $ 46 Deferred tax liabilities 559 615 Net deferred tax liability $ 500 $ 569 At December 31, 2018, we had U.S. federal and non-U.S. net operating loss carryforwards amounting to $288 million of which $239 million can be indefinitely carried forward under local statutes. The remaining $49 million of net operating loss carryforwards will expire, if unused, in varying amounts from 2019 through 2038. In addition, we had U.S. state net operating loss carryforwards of $515 million, which will expire in varying amounts from 2019 to 2038. Management believes, based on the evaluation of positive and negative evidence, including the future reversal of existing taxable temporary differences, it is more likely than not that the Company will realize the benefits of net deferred tax assets of $607 million, net of the valuation allowance. During 2018, the Company decreased its valuation allowance by $81 million primarily related to the completion of an internal U.S. restructuring. The U.S. restructuring provided a source of positive evidence and enabled the Company to release valuation allowance on certain state deferred tax assets now considered realizable. In addition, the Company reassessed certain state net operating losses and determined these losses and related valuation allowance would never be realized. During 2017, the Company increased its valuation allowance by $28 million primarily due to state net operating losses. At December 31, 2018 and 2017, the Company had valuation allowances of $81 million and $162 million, respectively, to reduce its deferred tax assets to estimated realizable value. The valuation allowance at December 31, 2018 primarily relates to deferred tax assets for U.K. capital loss carryforwards of $30 million, which have an unlimited carryforward period but can only be utilized against capital gains and U.S. and non-U.S. net operating losses of $27 million and $20 million, respectively. The valuation allowance at December 31, 2017 related to deferred tax assets for U.K. capital loss carryforwards of $28 million, which have an unlimited carryforward period and U.S. and non-U.S. net operating losses of $80 million and $34 million, respectively. An analysis of our valuation allowance is shown below. Years ended December 31, 2018 2017 2016 Balance at beginning of year $ 162 $ 134 $ 187 Additions charged to costs and expenses 18 35 — Additions charged against other accounts — — 21 Deductions (99 ) (7 ) (74 ) Balance at end of year $ 81 $ 162 $ 134 In 2018, the net change in valuation allowance was an $81 million decrease, of which $80 million was a reduction to tax expense primarily related to an internal U.S. restructuring. In 2017, the amount charged to tax expense in the table above differs from the 2017 rate reconciliation of $13 million because a portion of the valuation allowance increase is related to the U.S. federal corporate tax rate reduction impact on the U.S. state valuation allowance and is included in the impact of U.S. Tax Reform. The amount charged to tax expense in the table above for 2016 differs from the effect of $74 million disclosed in the 2016 rate reconciliation primarily because the movement in this table includes the effects of acquisition accounting, which does not impact tax expense. The Company recognizes deferred tax balances related to the undistributed earnings of subsidiaries when the Company expects that it will recover those undistributed earnings in a taxable manner, such as through receipt of dividends or sale of the investments. In 2016 we began accruing deferred taxes on the cumulative earnings of certain acquired Towers Watson subsidiaries. The historical cumulative earnings of our other subsidiaries have been reinvested indefinitely. As a result of U.S. Tax Reform we analyzed our global working capital and cash requirements and the potential tax liabilities attributable to a repatriation and determined we might repatriate up to $219 million, the majority of which was previously deemed indefinitely reinvested. For those investments from which we were able to make a reasonable estimate of the tax effects of such repatriation, we recorded a provisional estimate for foreign withholding taxes and state income taxes of $1 million. In addition, we re-measured the existing deferred tax liability accrued on certain acquired Towers Watson subsidiaries and released the associated deferred tax liability for this item. This resulted in an income tax benefit of $76 million as these foreign earnings were subject to the one-time transition tax. These estimates are now considered final and no further adjustments have been made in the period ended December 31, 2018 as a result of U.S. Tax Reform. At December 31, 2018, as a result of an international restructuring, we have determined that we may repatriate an additional $2.1 billion, which was previously deemed indefinitely reinvested. As a result we recorded an estimate for foreign withholding and state income tax expense of approximately $11 million. The cumulative earnings related to amounts reinvested indefinitely as of December 31, 2018 were approximately $7.2 billion, the majority of which are non-U.S. earnings not subject to U.S. tax. As a result, it is not practicable to calculate the tax cost of repatriating these unremitted earnings. If future events, including material changes in estimates of cash, working capital, long-term investment requirements or additional guidance relating to U.S. Tax Reform necessitate that these earnings be distributed, an additional provision for income and foreign withholding taxes, net of credits, may be necessary. Uncertain tax positions At December 31, 2018, the amount of unrecognized tax benefits associated with uncertain tax positions, determined in accordance with ASC 740-10, excluding interest and penalties, was $49 million. A reconciliation of the beginning and ending balances of the liability for unrecognized tax benefits is as follows: 2018 2017 2016 Balance at beginning of year $ 59 $ 56 $ 22 Increases related to acquisitions — — 33 Increases related to tax positions in prior years 2 2 1 Decreases related to tax positions in prior years (4 ) (5 ) (9 ) Decreases related to settlements (4 ) — (1 ) Decreases related to lapse in statute of limitations (5 ) (2 ) (1 ) Increases related to current year tax positions 3 9 11 Cumulative translation adjustment and other adjustments (2 ) (1 ) — Balance at end of year $ 49 $ 59 $ 56 The liability for unrecognized tax benefits for the years ended December 31, 2018, 2017 and 2016 can be reduced by $2 million, $3 million and $4 million, respectively, of offsetting deferred tax benefits associated with timing differences, foreign tax credits and the federal tax benefit of state income taxes. If these offsetting deferred tax benefits were recognized, there would have been a favorable impact on our effective tax rate. There are no material balances that would result in adjustments to other tax accounts. Interest and penalties related to unrecognized tax benefits are included as a component of income tax expense. At December 31, 2018, we had cumulative accrued interest of $3 million. At December 31, 2017, the cumulative accrued interest was $5 million. Penalties accrued in 2018 were immaterial and $2 million in 2017. Tax expense for the years ended December 31, 2018 and 2017 included immaterial interest benefits. The Company believes that the outcomes which are reasonably possible within the next 12 months may result in a reduction in the liability for unrecognized tax benefits in the range of $1 million to $3 million, excluding interest and penalties. The Company and its subsidiaries file income tax returns in various tax jurisdictions in which it operates. Willis North America Inc. is not currently under examination by the IRS. We have ongoing state income tax examinations in certain states for tax years ranging from calendar years ended December 31, 2013 through December 31, 2016. The statute of limitations in certain states extends back to the fiscal year ended June 30, 2014. All U.K. tax returns have been filed timely and are in the normal process of being reviewed by HM Revenue & Customs. The Company is not currently subject to any material examinations in other jurisdictions. A summary of the tax years that remain open to tax examination in our major tax jurisdictions are as follows: Open Tax Years (fiscal year ending in) U.S. — federal 2015 and forward U.S. — various states 2013 and forward U.K. 2010 and forward Ireland 2014 and forward France 2010 and forward Germany 2010 and forward Canada - federal 2011 and forward |
Fixed Assets
Fixed Assets | 12 Months Ended |
Dec. 31, 2018 | |
Property Plant And Equipment [Abstract] | |
Fixed Assets | Note 8 — The following table reflects changes in the net carrying amount of the components of fixed assets for the year ended December 31, 2018 and 2017: Furniture, equipment and software Leasehold improvements Land and buildings Total Cost: at January 1, 2017 $ 1,009 $ 382 $ 90 $ 1,481 Additions 303 91 — 394 Disposals (61 ) (21 ) — (82 ) Foreign exchange 49 16 4 69 Cost: at December 31, 2017 1,300 468 94 1,862 Additions 249 70 — 319 Disposals (278 ) (35 ) — (313 ) Reclassification due to ASC 606 (i) (102 ) — — (102 ) Foreign exchange (39 ) (15 ) (2 ) (56 ) Cost: at December 31, 2018 $ 1,130 $ 488 $ 92 $ 1,710 Depreciation: at January 1, 2017 $ (464 ) $ (137 ) $ (41 ) $ (642 ) Depreciation expense (ii) (199 ) (47 ) (6 ) (252 ) Disposals 37 14 — 51 Foreign exchange (26 ) (6 ) (2 ) (34 ) Depreciation: at December 31, 2017 (652 ) (176 ) (49 ) (877 ) Depreciation expense (ii) (155 ) (54 ) (4 ) (213 ) Disposals 250 27 — 277 Reclassification due to ASC 606 (i) 19 — — 19 Foreign exchange 19 6 1 26 Depreciation: at December 31, 2018 $ (519 ) $ (197 ) $ (52 ) $ (768 ) Net book value: At December 31, 2017 $ 648 $ 292 $ 45 $ 985 At December 31, 2018 $ 611 $ 291 $ 40 $ 942 (i) Pertains to costs related to certain system implementation activities that have now been included in other non-current assets based on the guidance in ASC 606. See Note 4 — Revenue for further information. (ii) Depreciation expense included here does not equal the depreciation expense on the statements of comprehensive income for the years ended December 31, 2018 and 2017 due to the inclusion of $5 million and $49 million, respectively, which have been classified as transaction and integration expenses. Included within land and buildings are the following assets held under capital leases: December 31, 2018 2017 Capital leases $ 31 $ 31 Accumulated depreciation (16 ) (14 ) $ 15 $ 17 Depreciation related to capital leases was $2 million for each of the years ended December 31, 2018, 2017 and 2016. |
Goodwill and Other Intangible A
Goodwill and Other Intangible Assets | 12 Months Ended |
Dec. 31, 2018 | |
Goodwill And Intangible Assets Disclosure [Abstract] | |
Goodwill and Other Intangible Assets | Note 9 Goodwill The components of goodwill are outlined below for the years ended December 31, 2018 and 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 (113 ) 13 100 — — Goodwill acquired during the period — 8 — — 8 Goodwill disposed of during the period (31 ) (5 ) (27 ) — (63 ) Foreign exchange 74 67 20 — 161 Balance at December 31, 2017 Goodwill, gross 4,342 2,261 1,851 2,557 11,011 Accumulated impairment losses (130 ) (362 ) — — (492 ) Goodwill, net - December 31, 2017 4,212 1,899 1,851 2,557 10,519 Goodwill reassigned in segment realignment (i) — 72 (72 ) — — Goodwill acquired during the period — 9 29 — 38 Goodwill disposed of during the period — — (5 ) — (5 ) Foreign exchange (42 ) (34 ) (11 ) — (87 ) Balance at December 31, 2018 Goodwill, gross 4,300 2,308 1,792 2,557 10,957 Accumulated impairment losses (130 ) (362 ) — — (492 ) Goodwill, net - December 31, 2018 $ 4,170 $ 1,946 $ 1,792 $ 2,557 $ 10,465 (i) Represents the reallocation of goodwill related to certain businesses which were realigned among the segments as of January 1, 2018. See Note 5 — 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 year ended December 31, 2018: Balance at December 31, 2017 Intangible assets acquired Intangible assets disposed Amortization (i) Foreign exchange Balance at December 31, 2018 Client relationships $ 2,342 $ 39 $ (7 ) $ (341 ) $ (47 ) $ 1,986 Management contracts 56 — — (4 ) (4 ) 48 Software 473 — — (140 ) (5 ) 328 Trademark and trade name 966 — — (44 ) (2 ) 920 Product 33 — — (4 ) (2 ) 27 Favorable agreements 10 — — (2 ) 1 9 Other 2 — — (1 ) (1 ) — Total amortizable intangible assets $ 3,882 $ 39 $ (7 ) $ (536 ) $ (60 ) $ 3,318 (i) Amortization associated with favorable lease agreements is recorded in Other operating expenses in the consolidated statements of comprehensive income. The following table reflects changes in the net carrying amounts of the components of finite-lived intangible assets for the year ended December 31, 2017: Balance at December 31, 2016 Intangible assets acquired Intangible assets disposed Amortization (ii) Foreign exchange Balance at December 31, 2017 Client relationships $ 2,655 $ 13 $ (44 ) $ (379 ) $ 97 $ 2,342 Management contracts 54 — — (4 ) 6 56 Software (i) 570 36 — (150 ) 17 473 Trademark and trade name 1,006 — (1 ) (44 ) 5 966 Product 33 — — (3 ) 3 33 Favorable agreements 11 1 — (2 ) — 10 Other 3 — — (1 ) — 2 Total amortizable intangible assets $ 4,332 $ 50 $ (45 ) $ (583 ) $ 128 $ 3,882 (i) 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) had been placed in service during the year ended December 31, 2017 and are included as intangible assets acquired in this presentation. (ii) Amortization associated with favorable lease agreements is recorded in Other operating expenses in the 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 $534 million, $581 million and $591 million for the years ended December 31, 2018, 2017 and 2016, respectively. Our acquired unfavorable lease liabilities were $21 million and $26 million as of December 31, 2018 and December 31, 2017, respectively, and are recorded in other non-current liabilities in the consolidated balance sheet. The following table reflects the carrying values of finite-lived intangible assets and liabilities at December 31, 2018 and December 31, 2017: December 31, 2018 December 31, 2017 Gross Carrying Amount Accumulated Amortization Gross Carrying Amount Accumulated Amortization Client relationships $ 3,401 $ (1,415 ) $ 3,462 $ (1,120 ) Management contracts 63 (15 ) 68 (12 ) Software 749 (421 ) 764 (291 ) Trademark and trade name 1,052 (132 ) 1,055 (89 ) Product 36 (9 ) 39 (6 ) Favorable agreements 14 (5 ) 14 (4 ) Other 3 (3 ) 6 (4 ) Total finite-lived assets $ 5,318 $ (2,000 ) $ 5,408 $ (1,526 ) Unfavorable agreements $ 34 $ (13 ) $ 34 $ (8 ) Total finite-lived intangible liabilities $ 34 $ (13 ) $ 34 $ (8 ) The weighted-average remaining life of amortizable intangible assets and liabilities at December 31, 2018 was 13.9 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 next five years and thereafter: Years ended December 31, Amortization Rent offset 2019 $ 472 $ (2 ) 2020 420 (2 ) 2021 344 (2 ) 2022 287 (3 ) 2023 239 (2 ) Thereafter 1,547 (1 ) Total $ 3,309 $ (12 ) |
Derivative Financial Instrument
Derivative Financial Instruments | 12 Months Ended |
Dec. 31, 2018 | |
Derivative Instruments And Hedging Activities Disclosure [Abstract] | |
Derivative Financial Instruments | Note 10 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. Additional information regarding our derivative financial instruments can be found in Note 2 — Basis of Presentation, Significant Accounting Policies and Recent Accounting Pronouncements, Note 12 — Fair Value Measurements and Note 17 — Accumulated Other Comprehensive Loss. Interest Rate Risk - Investment Income As a result of its operating activities, the Company holds fiduciary funds. The Company earns interest on these funds, which is included in its consolidated financial statements in revenue. 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 December 31, 2017 and had a net fair value liability of $1 million. These derivatives matured during 2018. Foreign Currency Risk Certain non-U.S. subsidiaries receive revenue and incur expenses in currencies other than their functional currency, and as a result, the foreign subsidiary’s functional currency revenue will fluctuate as the currency rates change. Additionally, the forecast Pounds sterling expenses of our London brokerage market operations may exceed their Pounds sterling revenue, and they may also hold significant foreign currency asset or liability positions in the consolidated balance sheet. To reduce such variability, we use foreign exchange contracts to hedge against this currency risk. These derivatives were designated as hedging instruments and at December 31, 2018 and December 31, 2017 had total notional amounts of $438 million and $937 million, respectively, and had net fair value liabilities of $15 million and $21 million, respectively. At December 31, 2018, the Company estimates, based on current interest and exchange rates, there will be $12 million of net derivative losses on forward exchange rates reclassified from accumulated other comprehensive loss into earnings within the next twelve months as the forecast transactions affect earnings. At December 31, 2018, our longest outstanding maturity was 2 years. The effects of the material derivative instruments that are designated as hedging instruments on the consolidated statements of comprehensive income for the years ended December 31, 2018, 2017 and 2016 are as follows: (Loss)/gain recognized in OCI (effective element) Location of loss reclassified from Accumulated OCL into income (effective element) Loss reclassified from Accumulated OCL into income (effective element) Location of loss recognized in income (ineffective portion and amount excluded from effectiveness testing) Loss recognized in income (ineffective portion and amount excluded from effectiveness testing) 2018 2017 2016 2018 2017 2016 2018 2017 2016 Foreign exchange contracts $ (22 ) $ 39 $ (127 ) Other income, net $ (28 ) $ (53 ) $ (42 ) Interest expense $ (1 ) $ (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 December 31, 2018 and December 31, 2017, we had notional amounts of $909 million and $971 million, respectively, and had a net fair value asset of $3 million at both December 31, 2018 and 2017. The effects of derivatives that have not been designated as hedging instruments on the consolidated statements of comprehensive income for the years ended December 31, 2018, 2017 and 2016 are as follows: Location of gain/(loss) Gain/(loss) recognized in income Derivatives not designated as hedging instruments: recognized in income 2018 2017 2016 Foreign exchange contracts Other income, net $ — $ 11 $ (3 ) |
Debt
Debt | 12 Months Ended |
Dec. 31, 2018 | |
Debt Disclosure [Abstract] | |
Debt | Note 11 Short-term debt and current portion of long-term debt consists of the following: December 31, 2018 2017 7.000% senior notes due 2019 $ 186 $ — Current portion of term loan due 2019 — 85 $ 186 $ 85 Long-term debt consists of the following: December 31, 2018 2017 Revolving $1.25 billion credit facility $ 130 $ 884 Term loan due 2019 — 84 7.000% senior notes due 2019 — 186 5.750% senior notes due 2021 498 497 3.500% senior notes due 2021 448 447 2.125% senior notes due 2022 (i) 615 644 4.625% senior notes due 2023 248 248 3.600% senior notes due 2024 645 645 4.400% senior notes due 2026 544 544 4.500% senior notes due 2028 595 — 6.125% senior notes due 2043 271 271 5.050% senior notes due 2048 395 — $ 4,389 $ 4,450 (i) Notes issued in Euro (€540 million) Guarantees All direct obligations under the 5.750% senior notes are issued by Willis Towers Watson and guaranteed by Willis Netherlands 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 U.K. Holdings Limited. All direct obligations under the 7.000%, 3.600%, 4.500% and 5.050% senior notes are issued by Willis North America Inc. and guaranteed by Willis Towers Watson and each of the subsidiaries that guarantees the Company notes, except for Willis North America Inc. itself. All direct obligations under the 4.625%, 6.125%, 3.500%, 4.400%, and 2.125% senior notes are issued by Trinity Acquisition plc and guaranteed by Willis Towers Watson and each of the subsidiaries that guarantees the Company notes, except for Trinity Acquisition plc itself. See Note 22 — Financial Information for Issuers and Other Guarantor Subsidiaries. Revolving Credit Facility $1.25 billion revolving credit facility On March 7, 2017, Trinity Acquisition plc (see Note 22 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 (see below for further information). 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 revolving 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. Senior Notes 4.500% senior notes due 2028 and 5.050% senior notes due 2048 On September 10, 2018, the Company, together with its wholly-owned subsidiary, Willis North America Inc. as issuer (see Note 22 for further information), completed an offering of $600 million of 4.500% senior notes due 2028 (‘2028 senior notes’) and $400 million of 5.050% senior notes due 2048 (‘2048 senior notes’). The effective interest rates of the 2028 senior notes and 2048 senior notes are 4.504% and 5.073%, respectively, which include the impact of the discount upon issuance. The 2028 senior notes will mature on September 15, 2028 and the 2048 senior notes will mature on September 15, 2048. Interest has accrued on both the 2028 senior notes and 2048 senior notes from September 10, 2018 and will be paid in cash on March 15 and September 15 of each year, commencing on March 15, 2019. The net proceeds from this offering, after deducting underwriter discounts and commissions and estimated offering expenses, were $989 million, and were used to prepay in full $127 million outstanding under the Company’s term loan due December 2019, and to repay a portion of the amount outstanding under the Company’s RCF. 3.600% senior notes due 2024 On May 16, 2017, Willis North America Inc. (see Note 22 for further information) issued $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 has accrued 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. 2.125% senior notes due 2022 On May 26, 2016, Trinity Acquisition plc issued €540 million ($609 million) of 2.125% senior notes due 2022 (‘2022 senior notes’). The effective interest rate of these senior notes is 2.154%, which includes the impact of the discount upon issuance. The 2022 senior notes will mature on May 26, 2022. Interest has accrued on the notes from May 26, 2016 and will be paid in cash on May 26 of each year. The net proceeds from this offering, after deducting underwriter discounts and commissions and estimated offering expenses, were €535 million ($600 million). We used the net proceeds of this offering to repay Tranche A of the previous 1-year term loan facility, which matured in 2016, and related accrued interest. 3.500% senior notes due 2021 and 4.400% senior notes due 2026 On March 22, 2016, Trinity Acquisition plc issued $450 million of 3.500% senior notes due 2021 (‘2021 senior notes’) and $550 million of 4.400% senior notes due 2026 (‘2026 senior notes’). The effective interest rates of these senior notes are 3.707% and 4.572%, respectively, which include the impact of the discount upon issuance. The 2021 senior notes and the 2026 senior notes will mature on September 15, 2021 and March 15, 2026, respectively. Interest has accrued on the notes from March 22, 2016 and will be paid in cash on March 15 and September 15 of each year. The net proceeds from these offerings, after deducting underwriter discounts and commissions and estimated offering expenses, were $988 million. We used the net proceeds of these offerings to: (i) repay $300 million principal under the prior $800 million revolving credit facility and related accrued interest, which was drawn to repay our previously issued 4.125% senior notes on March 15, 2016; (ii) repay $400 million principal on Tranche B of the previous 1-year term loan facility and related accrued interest; and (iii) pay down a portion of the remaining principal amount outstanding under the previous $800 million revolving credit facility (see below for further information) and related accrued interest. 4.625% senior notes due 2023 and 6.125% senior notes due 2043 On August 15, 2013, the Company issued $250 million of 4.625% senior notes due 2023 and $275 million of 6.125% senior notes due 2043. The effective interest rates of these senior notes are 4.696% and 6.154%, respectively, which include the impact of the discount upon issuance. The proceeds were used to repurchase other previously issued senior notes. 5.750% senior notes due 2021 In March 2011, the Company issued $500 million of 5.750% senior notes due 2021. The effective interest rate of this senior note is 5.871%, which includes the impact of the discount upon issuance. The proceeds were used to repurchase and redeem other previously issued senior notes. 7.000% senior notes due 2019 In September 2009, Willis North America Inc. issued $300 million of 7.000% senior notes due 2019. The effective interest rate of these senior notes is 7.081%, which includes the impact of the discount upon issuance. A portion of the proceeds were used to repurchase and redeem other previously-issued senior notes. In August 2013, $113 million of the 7.000% senior notes due 2019 were repurchased. Term Loan Facilities Term loan due December 2019 On January 4, 2016, we acquired a $340 million term loan in connection with the Merger. On November 20, 2015, Towers Watson Delaware Inc. entered into a 4-year amortizing term loan agreement for up to $340 million with a consortium of banks to help fund the pre-Merger special dividend. On December 28, 2015, Towers Watson Delaware Inc. borrowed the full $340 million. During 2018, we prepaid the remaining $127 million outstanding under the term loan with proceeds from the issuance of the 2028 senior notes and 2048 senior notes discussed above. Additional Information Regarding Fully Repaid Revolving Credit Facility, Term Loan Facilities and Senior Notes $800 million revolving credit facility Drawings under the previous $800 million revolving credit facility bore interest at LIBOR plus a margin of 1.25% to 2.00%, or alternatively the base rate plus a margin of 0.25% to 1.00% based upon the Company’s guaranteed senior unsecured long-term debt rating; a 1.375% margin applied while the Company’s debt rating remained BBB/Baa3. 7-year term loan facility The 7-year term loan facility expiring 2018 bore interest at the same rate applicable to the previous $800 million revolving credit facility and was repayable in quarterly installments of $6 million with a final repayment of $186 million due in the third quarter of 2018. During 2017, we repaid in full and terminated the 7-year term loan with proceeds from borrowings against our $1.25 billion revolving credit facility. 1-year term loan facility On November 20, 2015, Legacy Willis entered into a 1-year term loan facility. The 1-year term loan had two tranches: Tranche A was for €550 million, of which €544 million ($592 million) was drawn on December 19, 2015 and used to finance the acquisition of Gras Savoye. Tranche B was for $400 million and was drawn on January 4, 2016 and used to re-finance debt held by Legacy Towers Watson which became due on acquisition. Tranche A was repaid in its entirety on May 26, 2016 from the proceeds from the issuance of our 2022 senior notes discussed above. Tranche B was repaid in its entirety on March 22, 2016 from a portion of the proceeds from the issuance of our senior notes discussed above. 4.125% senior notes due 2016 In March 2011, the Company issued $300 million of 4.125% senior notes due 2016. The effective interest rate of the senior notes was 4.240%, which included the impact of the discount upon issuance. The proceeds were used to repurchase and redeem other previously issued senior notes. The 4.125% senior notes were repaid in March 2016. 6.200% senior notes due 2017 On March 28, 2007, we issued $600 million of 10-year senior notes at 6.200%. The effective interest rate of these senior notes was 6.253%. In August 2013, $206 million of the 6.200% senior notes was repurchased. The final balance was repaid on March 28, 2017 from the RCF as discussed above. Covenants The terms of our current financings also include certain limitations. For example, the agreements relating to the debt arrangements and credit facilities generally contain numerous operating and financial covenants, including requirements to maintain minimum ratios of consolidated EBITDA to consolidated cash interest expense and maximum levels of consolidated funded indebtedness in relation to consolidated EBITDA, in each case subject to certain adjustments. The operating restrictions and financial covenants in our current credit facilities do, and any future financing agreements may, limit our ability to finance future operations or capital needs or to engage in other business activities. At December 31, 2018 and 2017, we were in compliance with all financial covenants. Debt Maturity The following table summarizes the maturity of our debt, interest on senior notes and excludes any reduction for debt issuance costs: 2019 2020 2021 2022 2023 Thereafter Total Senior notes $ 187 $ — $ 950 $ 617 $ 250 $ 2,475 $ 4,479 Interest on senior notes 191 181 153 128 119 1,019 1,791 RCF — — — 130 — — 130 Total $ 378 $ 181 $ 1,103 $ 875 $ 369 $ 3,494 $ 6,400 Interest Expense The following table shows an analysis of the interest expense for the years ended December 31: Years ended December 31, 2018 2017 2016 Senior notes $ 166 $ 148 $ 139 Term loans 4 8 17 RCF 26 17 10 WSI revolving credit facility — 1 2 Other (i) 12 14 16 Total interest expense $ 208 $ 188 $ 184 (i) Other primarily includes debt issuance costs, interest expense on capitalized leases and accretion on deferred and contingent consideration. |
Fair Value Measurements
Fair Value Measurements | 12 Months Ended |
Dec. 31, 2018 | |
Fair Value Disclosures [Abstract] | |
Fair Value Measurements | Note 12 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 values 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 observable information about 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 EBITDA growth for the acquired business. The following tables present our assets and liabilities measured at fair value on a recurring basis at December 31, 2018 and December 31, 2017: Fair Value Measurements on a Recurring Basis at December 31, 2018 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 $ 18 $ — $ — $ 18 Derivatives: Derivative financial instruments (i) Prepaid and other current assets and other non-current assets $ — $ 5 $ — $ 5 Liabilities: Contingent consideration: Contingent consideration (ii) Other current liabilities and other non-current liabilities $ — $ — $ 51 $ 51 Derivatives: Derivative financial instruments (i) Other current liabilities and other non-current liabilities $ — $ 17 $ — $ 17 Fair Value Measurements on a Recurring Basis at December 31, 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 $ — $ 18 $ — $ 18 Liabilities: Contingent consideration: Contingent consideration (ii) Other current liabilities and other non-current liabilities $ — $ — $ 51 $ 51 Derivatives: Derivative financial instruments (i) Other current liabilities and other non-current liabilities $ — $ 37 $ — $ 37 (i) See Note 10 — Derivative Financial Instruments for further information on our derivative instruments. (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 rates used on our material contingent consideration calculations were 9.92% and 9.64% at December 31, 2018 and December 31, 2017, 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) December 31, 2018 Balance at December 31, 2017 $ 51 Obligations assumed 2 Payments (3 ) Realized and unrealized gains 3 Foreign exchange (2 ) Balance at December 31, 2018 $ 51 There were no significant transfers between Levels 1, 2 or 3 during the years ended December 31, 2018 and 2017. Fair value information about financial instruments not measured at fair value The following tables present our liabilities not measured at fair value on a recurring basis at December 31, 2018 and 2017: December 31, 2018 December 31, 2017 Carrying Value Fair Value Carrying Value Fair Value Liabilities: Short-term debt and current portion of long-term debt $ 186 $ 191 $ 85 $ 85 Long-term debt $ 4,389 $ 4,458 $ 4,450 $ 4,706 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 | 12 Months Ended |
Dec. 31, 2018 | |
Compensation And Retirement Disclosure [Abstract] | |
Retirement Benefits | Note 13 Defined Benefit Plans and Post-retirement Welfare Plans Willis Towers Watson sponsors both qualified and non-qualified defined benefit pension plans and other post-retirement welfare (‘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. As part of these obligations, in the United States, the United Kingdom and Canada, we have non-qualified plans that provide for the additional pension benefits that would be covered under the qualified plan in the respective country were it not for statutory maximums. The non-qualified plans are unfunded. The significant plans within each grouping are described below: United States Legacy Willis Willis Towers Watson Plan United Kingdom Legacy Willis Legacy Towers Watson Legacy Miller Other Canada (Legacy Towers Watson) France (Legacy Gras Savoye) Germany (Legacy Willis and Legacy Towers Watson) Ireland (Legacy Willis) Ireland (Legacy Towers Watson) Netherlands (Legacy Towers Watson) Post-retirement Welfare Plan We provide certain healthcare and life insurance benefits for retired participants. The principal plans cover participants in the U.S. who have met certain eligibility requirements. Our principal post-retirement benefit plans are primarily unfunded. Retiree medical benefits provided under our U.S. post-retirement benefit plans were closed to new hires effective January 1, 2011. Life insurance benefits under the plans were frozen with respect to service, eligibility and amounts as of January 1, 2012 for active participants. Amounts Recognized in our Consolidated Financial Statements The following schedules provide information concerning the defined benefit pension plans and PRW plan as of and for the years ended December 31, 2018 and 2017: 2018 2017 U.S. U.K. Other PRW U.S. U.K. Other PRW Change in Benefit Obligation Benefit obligation, beginning of year $ 4,476 $ 4,165 $ 822 $ 123 $ 4,169 $ 3,899 $ 732 $ 113 Service cost 66 18 21 1 66 32 20 — Interest cost 140 95 18 4 139 93 17 4 Employee contributions 14 1 — 7 6 1 — 6 Actuarial (gains)/losses (313 ) (176 ) (7 ) (3 ) 293 2 5 14 Settlements (11 ) (152 ) (26 ) — (16 ) (138 ) (1 ) — Curtailments — — (20 ) — — — — — Benefits paid (185 ) (96 ) (28 ) (14 ) (181 ) (93 ) (29 ) (14 ) Plan amendments — 40 — (31 ) — — — — Transfers in — — 1 — — — 1 — Foreign currency changes — (229 ) (53 ) — — 369 77 — Benefit obligation, end of year $ 4,187 $ 3,666 $ 728 $ 87 $ 4,476 $ 4,165 $ 822 $ 123 Change in Plan Assets Fair value of plan assets, beginning of year $ 3,654 $ 4,910 $ 562 $ 2 $ 3,280 $ 4,360 $ 467 $ 4 Actual return on plan assets (157 ) (69 ) (9 ) — 464 290 42 — Employer contributions 88 85 22 6 101 66 34 6 Employee contributions 14 1 — 7 6 1 — 6 Settlements (11 ) (152 ) (26 ) — (16 ) (138 ) (1 ) — Benefits paid (185 ) (96 ) (28 ) (14 ) (181 ) (93 ) (29 ) (14 ) Transfers in — — 1 — — — 1 — Foreign currency adjustment — (277 ) (36 ) — — 424 48 — Fair value of plan assets, end of year $ 3,403 $ 4,402 $ 486 $ 1 $ 3,654 $ 4,910 $ 562 $ 2 Funded status at end of year $ (784 ) $ 736 $ (242 ) $ (86 ) $ (822 ) $ 745 $ (260 ) $ (121 ) Accumulated Benefit Obligation $ 4,187 $ 3,666 $ 698 $ 87 $ 4,476 $ 4,165 $ 790 $ 123 Components on the Consolidated Balance Sheet Pension benefits assets $ — $ 745 $ 17 $ — $ — $ 754 $ 17 $ — Current liability for pension benefits $ (49 ) $ (1 ) $ (6 ) $ (5 ) $ (40 ) $ — $ (6 ) $ (5 ) Non-current liability for pension benefits $ (735 ) $ (8 ) $ (253 ) $ (81 ) $ (782 ) $ (9 ) $ (271 ) $ (116 ) $ (784 ) $ 736 $ (242 ) $ (86 ) $ (822 ) $ 745 $ (260 ) $ (121 ) Amounts recognized in accumulated other comprehensive loss as of December 31, 2018 and 2017 consist of: 2018 2017 U.S. U.K. Other PRW U.S. U.K. Other PRW Net actuarial loss $ 769 $ 955 $ 98 $ 16 $ 663 $ 909 $ 79 $ 19 Net prior service gain — (76 ) — (31 ) — (142 ) — — Accumulated other comprehensive loss/(income) $ 769 $ 879 $ 98 $ (15 ) $ 663 $ 767 $ 79 $ 19 The following table presents the projected benefit obligation and fair value of plan assets for our plans that have a projected benefit obligation in excess of plan assets as of December 31, 2018 and 2017: 2018 2017 U.S. U.K. Other U.S. U.K. Other Projected benefit obligation at end of year $ 4,187 $ 9 $ 672 $ 4,476 $ 10 $ 758 Fair value of plan assets at end of year $ 3,403 $ — $ 413 $ 3,654 $ — $ 481 The following table presents the projected benefit obligation, accumulated benefit obligation and fair value of plan assets for our plans that have an accumulated benefit obligation in excess of plan assets as of December 31, 2018 and 2017. 2018 2017 U.S. U.K. Other U.S. U.K. Other Projected benefit obligation at end of year $ 4,187 $ 9 $ 672 $ 4,476 $ 10 $ 758 Accumulated benefit obligation at end of year $ 4,187 $ 9 $ 642 $ 4,476 $ 10 $ 726 Fair value of plan assets at end of year $ 3,403 $ — $ 413 $ 3,654 $ — $ 481 The components of the net periodic benefit income and other amounts recognized in other comprehensive (income)/loss for the years ended December 31, 2018, 2017 and 2016 for the defined benefit pension and PRW plans are as follows: 2018 2017 2016 U.S. U.K. Other PRW U.S. U.K. Other PRW U.S. U.K. Other PRW Components of net periodic benefit (income)/cost: Service cost $ 66 $ 18 $ 21 $ 1 $ 66 $ 32 $ 20 $ — $ 59 $ 24 $ 19 $ 1 Interest cost 140 95 18 4 139 93 17 4 137 114 18 3 Expected return on plan assets (273 ) (298 ) (31 ) — (245 ) (284 ) (30 ) — (240 ) (253 ) (27 ) — Amortization of unrecognized prior service credit — (19 ) — — — (18 ) — — — (19 ) — — Amortization of unrecognized actuarial loss 11 45 2 — 13 53 2 — 12 42 — — Settlement 1 41 2 — 1 37 1 — — — 5 — Curtailment gain — — (16 ) — — — — — — — — — Net periodic benefit (income)/cost $ (55 ) $ (118 ) $ (4 ) $ 5 $ (26 ) $ (87 ) $ 10 $ 4 $ (32 ) $ (92 ) $ 15 $ 4 Other changes in plan assets and benefit obligations recognized in other comprehensive loss/(income): Net actuarial loss/(gain) $ 117 $ 191 $ 13 $ (3 ) $ 74 $ (4 ) $ (7 ) $ 14 $ 238 $ 323 $ 62 $ 4 Amortization of unrecognized actuarial loss (11 ) (45 ) (2 ) — (13 ) (53 ) (2 ) — (12 ) (42 ) — — Prior service cost/(credit) — 40 — (31 ) — — — — — — — — Amortization of unrecognized prior service credit — 19 — — — 18 — — — 19 — — Settlement (1 ) (41 ) (2 ) — (1 ) (37 ) (1 ) — — — (8 ) — Curtailment gain — — 16 — — — — — — — — — Total recognized in other comprehensive loss/(income) 105 164 25 (34 ) 60 (76 ) (10 ) 14 226 300 54 4 Total recognized in net periodic benefit (income)/cost and other comprehensive loss/(income) $ 50 $ 46 $ 21 $ (29 ) $ 34 $ (163 ) $ — $ 18 $ 194 $ 208 $ 69 $ 8 As a result of adopting ASU 2017-07, within the consolidated statements of comprehensive income, service cost is included within salaries and benefits expense. The remainder of the components of net periodic benefit income of $280 million, $222 million and $203 million for the years ended December 31, 2018, 2017 and 2016, respectively, are included within other income, net. These reclassifications include amounts for those plans which are immaterial for disclosure. During the year ended December 31, 2018, the Company terminated its Netherlands-based defined benefit plan, resulting in the recognition of a non-cash curtailment gain of $16 million. During the years ended December 31, 2018 and 2017, as a result of past changes in UK legislation and the low interest rate environment, the amount of transfer payments from the Legacy Willis UK pension plan exceeded the plan’s service and interest cost. This triggers settlement accounting which requires immediate recognition of a portion of the obligations associated with the plan transfers. Consequently, the Company recognized a non-cash expense of $40 million and $36 million for the years ended December 31, 2018 and 2017, respectively. During the year ended December 31, 2016, we adopted the granular approach to calculating service and interest costs. This was treated as a change in accounting estimate, and resulted in a credit of $51 million included in our total net periodic benefit income reflected above. The estimated net actuarial loss and prior service credit for the defined benefit plans that will be amortized from accumulated other comprehensive loss into net periodic benefit cost over the next fiscal year are: For the Year Ended December 31, 2019 U.S. U.K Other PRW Estimated net actuarial loss $ 19 $ 21 $ 2 $ 1 Prior service credit $ — $ (16 ) $ — $ (4 ) Assumptions Used in the Valuations of the Defined Benefit Pension Plans and PRW Plan The determination of the Company’s obligations and annual expense under the plans is based on a number of assumptions that, given the longevity of the plans, are long-term in focus. A change in one or a combination of these assumptions could have a material impact on our projected benefit obligation. However, certain of these changes, such as changes in the discount rate and actuarial assumptions, are not recognized immediately in net income, but are instead recorded in other comprehensive income. The accumulated gains and losses not yet recognized in net income are amortized into net income as a component of the net periodic benefit cost/(income) generally based on the average working life expectancy of each of the plan’s active participants to the extent that the net gains or losses as of the beginning of the year exceed 10% of the greater of the market-related value of plan assets or the projected benefit obligation. The average remaining service period of participants for the PRW plan is approximately 10.6 years. The Company considers several factors prior to the start of each fiscal year when determining the appropriate annual assumptions, including economic forecasts, relevant benchmarks, historical trends, portfolio composition and peer company comparisons. These assumptions, used to determine our pension liabilities and pension expense, are reviewed annually by senior management and changed when appropriate. A discount rate will be changed annually if underlying rates have moved, whereas an expected long-term return on assets will be changed less frequently as longer term trends in asset returns emerge or long-term target asset allocations are revised. To calculate the discount rate, we use the granular approach to determining service and interest costs. The expected rate of return assumptions for all plans are supported by an analysis of the weighted-average yield expected to be achieved based upon the anticipated makeup of the plans’ investments. Other material assumptions include rates of participant mortality, and the expected long-term rate of compensation and pension increases. The following assumptions were used in the valuations of Willis Towers Watson’s defined benefit pension plans and PRW plan. The assumptions presented for the U.S. plans represent the weighted-average of rates for all U.S. plans. The assumptions presented for the U.K. plans represent the weighted-average of rates for the U.K. plans. The assumptions presented for the Other plans represent the weighted-average of rates for the Canada, France, Germany, Ireland, and Netherlands plans. The Netherlands plan is excluded from the 2018 disclosures due to the plan termination during the year. The assumptions used to determine net periodic benefit cost for the fiscal years ended December 31, 2018, 2017, and 2016 were as follows: Years ended December 31, 2018 2017 2016 U.S. U.K. Other PRW U.S. U.K. Other PRW U.S. U.K. Other PRW Discount rate - PBO 3.6 % 2.6 % 2.6 % 3.5 % 4.0 % 2.6 % 2.7 % 4.0 % 4.2 % 3.8 % 3.2 % 4.2 % Discount rate - service cost 3.5 % 2.7 % 2.9 % 3.5 % 3.9 % 2.6 % 3.0 % 3.9 % 3.9 % 3.8 % 3.4 % 4.1 % Discount rate - interest cost on service cost 3.1 % 2.5 % 2.7 % 3.2 % 3.2 % 2.4 % 2.8 % 3.5 % 3.2 % 3.8 % 3.1 % 3.5 % Discount rate - interest cost on PBO 3.2 % 2.3 % 2.3 % 3.1 % 3.4 % 2.3 % 2.3 % 3.3 % 3.4 % 3.4 % 2.8 % 3.3 % Expected long-term rate of return on assets 7.6 % 6.2 % 5.7 % 2.0 % 7.6 % 6.3 % 6.1 % 2.0 % 7.6 % 6.2 % 6.1 % 2.0 % Rate of increase in compensation levels 4.3 % 3.0 % 2.3 % N/A 4.3 % 3.2 % 2.3 % N/A 4.3 % 3.2 % 2.3 % N/A Healthcare cost trend Initial rate 6.5 % 7.0 % 7.0 % Ultimate rate 5.0 % 5.0 % 5.0 % Year reaching ultimate rate 2022 2022 2022 The following tables present the assumptions used in the valuation to determine the projected benefit obligation for the fiscal years ended December 31, 2018 and 2017: December 31, 2018 December 31, 2017 U.S. U.K. Other PRW U.S. U.K. Other PRW Discount rate 4.2 % 2.8 % 2.8 % 4.2 % 3.6 % 2.6 % 2.6 % 3.5 % Rate of increase in compensation levels 4.3 % 3.0 % 2.3 % N/A 4.3 % 3.0 % 2.3 % N/A A one percentage point change in the assumed healthcare cost trend rates would have an immaterial effect on the post-retirement benefit cost and obligation as of December 31, 2018. The expected return on plan assets was determined on the basis of the weighted-average of the expected future returns of the various asset classes, using the target allocations shown below. The Company’s pension plan asset target allocations as of December 31, 2018 were as follows: U.S. U.K. Canada Germany Ireland Asset Category Willis Willis Towers Watson Willis Towers Watson Miller Towers Watson Towers Watson Willis Towers Watson Equity securities 30 % 23 % 23 % 7 % 19 % 40 % 34 % 30 % 40 % Debt securities 44 % 43 % 58 % 25 % 21 % 50 % 59 % 29 % 30 % Real estate 11 % 6 % 2 % 1 % — % 5 % — % 3 % — % Other 15 % 28 % 17 % 67 % 60 % 5 % 7 % 38 % 30 % Total 100 % 100 % 100 % 100 % 100 % 100 % 100 % 100 % 100 % The Legacy Willis plan in Germany is invested in insurance contracts. Consequently, the asset allocations of the plans are managed by the respective insurer. The Legacy Gras Savoye plan in France is unfunded. Our investment strategy is designed to generate returns that will reduce the interest rate risk inherent in each of the plan’s benefit obligations and enable the plans to meet their future obligations. The precise amount for which these obligations will be settled depends on future events, including the life expectancy of the plan participants and salary inflation. The obligations are estimated using actuarial assumptions, based on the current economic environment. Each pension plan seeks to achieve total returns sufficient to meet expected future obligations when considered in conjunction with expected future contributions and prudent levels of investment risk and diversification. Each plan’s targeted asset allocation is generally determined through a plan-specific asset-liability modeling study. These comprehensive studies provide an evaluation of the projected status of asset and benefit obligation measures for each plan under a range of both positive and negative factors. The studies include a number of different asset mixes, spanning a range of diversification and potential equity exposures. In evaluating the strategic asset allocation choices, an emphasis is placed on the long-term characteristics of each individual asset class, such as expected return, volatility of returns and correlations with other asset classes within the portfolios. Consideration is also given to the proper long-term level of risk for each plan, the impact of the volatility and magnitude of plan contributions and costs, and the impact that certain actuarial techniques may have on the plan’s recognition of investment experience. We monitor investment performance and portfolio characteristics on a quarterly basis to ensure that managers are meeting expectations with respect to their investment approach. There are also various restrictions and controls placed on managers, including prohibition from investing in our stock. Fair Value of Plan Assets The fair value hierarchy has three levels based on the reliability of the inputs used to determine fair value: • 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 fair values of our U.S. plan assets by asset category at December 31, 2018 and 2017 are as follows: December 31, 2018 December 31, 2017 Level 1 Level 2 Level 3 Total Level 1 Level 2 Level 3 Total Asset category: Cash $ 6 $ — $ — $ 6 $ 10 $ — $ — $ 10 Short-term securities — 78 — 78 — 283 — 283 Equity securities 156 — — 156 202 — — 202 Government bonds 2 — — 2 10 — — 10 Corporate bonds — 354 — 354 — 193 — 193 Other fixed income — — — — — 20 — 20 Pooled / commingled funds — — — 1,467 — — — 1,922 Mutual funds — — — — 1 — — 1 Private equity — — — 357 — — — 287 Hedge funds — — — 984 — — — 724 Total assets $ 164 $ 432 $ — $ 3,404 $ 223 $ 496 $ — $ 3,652 The fair values of our U.K. plan assets by asset category at December 31, 2018 and 2017 are as follows: December 31, 2018 December 31, 2017 Level 1 Level 2 Level 3 Total Level 1 Level 2 Level 3 Total Asset category: Cash $ 229 $ — $ — $ 229 $ 92 $ — $ — $ 92 Equity securities — — — — 24 — — 24 Government bonds 1,804 — — 1,804 1,841 — — 1,841 Corporate bonds — 297 — 297 — 224 — 224 Other fixed income — 248 — 248 — 246 — 246 Pooled / commingled funds — — — 934 — — — 2,294 Mutual funds — — — 16 — — — 8 Private equity — — — 33 — — — 32 Derivatives — 96 — 96 — 102 — 102 Real estate — — — 184 — — — 218 Hedge funds — — — 1,232 — — — 393 Total assets $ 2,033 $ 641 $ — $ 5,073 $ 1,957 $ 572 $ — $ 5,474 Liability category: Repurchase agreements — 684 — 684 — 549 — 549 Derivatives — — — — — 16 — 16 Net assets/(liabilities) $ 2,033 $ (43 ) $ — $ 4,389 $ 1,957 $ 7 $ — $ 4,909 The fair values of our Other plan assets by asset category at December 31, 2018 and 2017 are as follows: December 31, 2018 December 31, 2017 Level 1 Level 2 Level 3 Total Level 1 Level 2 Level 3 Total Asset category: Cash $ 1 $ — $ — $ 1 $ 5 $ — $ — $ 5 Pooled / commingled funds — — — 294 — — — 327 Mutual funds — — — 185 — — — 209 Hedge funds — — — 4 — — — — Insurance contracts — — 2 2 — — 19 19 Total assets $ 1 $ — $ 2 $ 486 $ 5 $ — $ 19 $ 560 Our PRW plan invests only in short-term investments and mutual funds and is not included within this fair value hierarchy table. We evaluate the need to transfer between levels based upon the nature of the financial instrument and size of the transfer relative to the total net assets of the plans. There were no significant transfers between Levels 1, 2 or 3 in the fiscal years ended December 31, 2018 and 2017. In accordance with Subtopic 820-10, Fair Value Measurement and Disclosures Following is a description of the valuation methodologies used for investments at fair value: Short-term securities : Valued at the net value of shares held by the Company at year end as reported by the sponsor of the funds. Equity securities and mutual funds: Valued at the closing price reported on the active market on which the individual securities are traded. Exchange-traded mutual funds are included as Level 1 above. Government bonds : Valued at the closing price reported in the active market in which the bond is traded. Corporate bonds: Valued using pricing models maximizing the use of observable inputs for similar securities. This includes basing values on yields currently available on comparable securities of issuers with similar credit ratings. Other fixed income : Foreign and municipal bonds are valued at the closing price reported in the active market in which the bond is traded. Pooled / commingled funds and mutual funds : Valued at the net value of shares held by the Company at year end as reported by the manager of the funds. These funds are not exchange-traded and are not reported by level in the tables above. Derivative investments : Valued at the closing level of the relevant index or security and interest accrual through the valuation date. Private equity funds, real estate funds, hedge funds: The fair values for these investments are estimated based on the net asset values derived from the latest audited financial statements or most recent capital account statements provided by the private equity fund’s investment manager or third-party administrator. Insurance contracts: The fair values are determined using model-based techniques that include option-pricing models, discounted cash flow models and similar techniques. Repurchase agreements: Valued as the repurchase obligation which includes an interest rate linked to the underlying fixed interest government bond portfolio. These agreements are short-term in nature (less than one year) and were entered into for the purpose of purchasing additional government bonds. The following table reconciles the net plan investments to the total fair value of the plan assets: December 31, 2018 2017 Net assets held in investments $ 8,279 $ 9,121 PRW plan assets 1 2 Net (payable)/receivable for investments purchased (1 ) 2 Dividend and interest receivable 1 3 Other adjustments 12 — Fair value of plan assets $ 8,292 $ 9,128 Level 3 investments As a result of the inherent limitations related to the valuations of the Level 3 investments, due to the unobservable inputs of the underlying funds, the estimated fair value may differ significantly from the values that would have been used had a market for those investments existed. The following table sets forth a summary of changes in the fair value of the plans’ Level 3 assets for the fiscal year ended December 31, 2018: Level 3 Roll Forward Beginning balance at December 31, 2017 $ 19 Plan termination $ (17 ) Foreign exchange — Ending balance at December 31, 2018 $ 2 Contributions and Benefit Payments Funding is based on actuarially-determined contributions and is limited to amounts that are currently deductible for tax purposes. Since funding calculations are based on different measurements than those used for accounting purposes, pension contributions are not equal to net periodic pension costs. The following table sets forth our projected pension contributions to our qualified plans for fiscal year 2019, as well as the pension contributions to our qualified plans in fiscal years 2018 and 2017: 2019 (Projected) 2018 (Actual) 2017 (Actual) U.S. $ 60 $ 50 $ 50 U.K. $ 75 $ 84 $ 65 Other $ 23 $ 14 $ 13 Expected benefit payments from our defined benefit pension plans to current plan participants, including the effects of their expected future service, as appropriate, are as follows: Benefit Payments Fiscal Year U.S. U.K. Other PRW Total 2019 $ 263 $ 109 $ 28 $ 13 $ 413 2020 250 107 25 10 392 2021 263 116 25 11 415 2022 272 119 26 11 428 2023 280 127 27 11 445 Years 2024 – 2028 1,435 735 160 60 2,390 $ 2,763 $ 1,313 $ 291 $ 116 $ 4,483 Defined Contribution Plan We have defined contribution plans covering eligible employees in many countries. The most significant plans are in the U.S. and U.K. and are described here. We have a U.S. defined contribution plan (the ‘Plan’) covering all eligible employees of Willis Towers Watson. The Plan allows participants to make pre-tax and Roth after-tax contributions and the Company provides a 100% match on the first 1% of employee contributions and a 50% match on the next 5% of employee contributions. Employees vest in the Company match upon 2 years of service. All investment assets of the plan are held in a trust account administered by independent trustees. The Legacy Towers Watson U.K. pension plan has a money purchase component to which we make core contributions plus additional contributions matching those of the participants up to a maximum rate. Contribution rates depend on the age of the participant and whether or not they arise from salary sacrifice arrangements through which the participant has elected to receive a pension contribution in lieu of additional salary. The Legacy Willis U.K. pension plan has a money purchase component to which we make core contributions plus additional contributions matching those of the participants up to a maximum rate. Contribution rates may arise from salary sacrifice arrangements through which the participant has elected to receive a pension contribution in lieu of additional salary. We had defined contribution plan expense for the years ended December 31, 2018, 2017, and 2016 amounting to $150 million, $154 million and $152 million, respectively. |
Commitments and Contingencies
Commitments and Contingencies | 12 Months Ended |
Dec. 31, 2018 | |
Commitments And Contingencies Disclosure [Abstract] | |
Commitments and Contingencies | Note 14 Leases The Company leases certain land, buildings and equipment under various operating lease commitments. The total amount of the minimum rent is expensed on a straight-line basis over the term of the lease. Rental expenses and sub-lease rental income for operating leases are recorded as part of other operating expenses in the consolidated statements of comprehensive income. Rental expense, exclusive of sublease income, was $295 million, $302 million, and $302 million for the years ended December 31, 2018, 2017 and 2016, respectively. We have entered into sublease agreements for some of our excess leased space. Sublease income was $15 million, $21 million and $17 million for the years ended December 31, 2018, 2017 and 2016, respectively. As of December 31, 2018, the aggregate future minimum rental commitments under all non-cancellable operating lease agreements are as follows: Gross rental commitments Rentals from subleases Net rental commitments 2019 $ 197 $ (11 ) $ 186 2020 180 (11 ) 169 2021 159 (8 ) 151 2022 142 (2 ) 140 2023 131 (2 ) 129 Thereafter 542 (8 ) 534 Total $ 1,351 $ (42 ) $ 1,309 At December 31, 2018 and 2017, the Company had certain capital lease obligations totaling $43 million and $48 million, respectively, primarily in respect of the Company’s Nashville property. Guarantees Guarantees issued by certain of Willis Towers Watson’s subsidiaries with respect to the senior notes and revolving credit facilities are discussed in Note 11 — Debt and Note 22 — Financial Information for Issuers and Other Guarantor Subsidiaries. Certain of Willis Towers Watson’s subsidiaries have given the landlords of some leasehold properties occupied by the Company in the U.K. and the U.S. guarantees with respect to the performance of the lease obligations of the subsidiary holding the lease. The operating lease obligations subject to such guarantees amounted to $570 million and $669 million at December 31, 2018 and 2017, respectively. The capital lease obligations subject to such guarantees amounted to $7 million and $8 million at December 31, 2018 and 2017, respectively. Acquisition liabilities The Company has deferred and contingent consideration due to be paid on existing acquisitions until 2021 totaling $83 million at December 31, 2018. Most notably, our liabilities for the acquisitions of Alston Gayler and Miller Insurance Services LLP in December 2018 and May 2015, respectively, for which deferred and contingent consideration, including interest, was $73 million at December 31, 2018. Total deferred and contingent consideration paid during the year ended December 31, 2018 was $50 million. Other contractual obligations For certain subsidiaries and associates, the Company has the right to purchase shares (a call option) from co-shareholders at various dates in the future. In addition, the co-shareholders of certain subsidiaries and associates have the right to sell their shares (a put option) to the Company at various dates in the future. Generally, the exercise price of such put options and call options is formula-based (using revenue and earnings) and is designed to reflect fair value. Based on current projections of profitability and exchange rates, and assuming the put options are exercised, the potential amount payable from these options is not expected to exceed $33 million. Additionally, the Company has capital commitments with Trident V Parallel Fund, LP, an investment fund managed by Stone Point Capital, and Dowling Capital Partners I, LP. At December 31, 2018, the Company is obligated to make capital contributions of approximately $2 million, collectively, to these funds. 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 the Company’s obligations and the unique facts of each particular agreement, we do not believe that any potential liability that may 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 consolidated 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. See Note 15 — Supplementary Information for Certain Balance Sheet Accounts for the amounts accrued at December 31, 2018 and December 31, 2017 in the consolidated balance sheets. 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, Merger-Related Securities Litigation On November 21, 2017, a purported former stockholder of Legacy Towers Watson filed a putative class action complaint on behalf of a putative class consisting of all Legacy Towers Watson stockholders as of October 2, 2015 against the Company, Legacy Towers Watson, Legacy Willis, ValueAct Capital Management (‘ValueAct’), and certain current and former directors and officers of Legacy Towers Watson and Legacy Willis (John Haley, Dominic Casserley, and Jeffrey Ubben), in the United States District Court for the Eastern District of Virginia. The complaint asserted claims against certain defendants under Section 14(a) of the Securities Exchange Act of 1934 (the ‘Exchange Act’) for allegedly false and misleading statements in the proxy statement for the Merger; and against other defendants under Section 20(a) of the Exchange Act for alleged ‘control person’ liability with respect to such allegedly false and misleading statements. The complaint further contended that the allegedly false and misleading statements caused stockholders of Legacy Towers Watson to accept inadequate Merger consideration. The complaint sought damages in an unspecified amount. On February 20, 2018, the court appointed the Regents of the University of California (‘Regents’) as Lead Plaintiff and Bernstein Litowitz Berger & Grossman LLP (‘Bernstein’) as Lead Counsel for the putative class, consolidated all subsequently filed, removed, or transferred actions, and captioned the consolidated action ‘In re Willis Towers Watson plc Proxy Litigation,’ Master File No. 1:17-cv-1338-AJT-JFA. On March 9, 2018, Lead Plaintiff filed an Amended Complaint. On April 13, 2018, the defendants filed motions to dismiss the Amended Complaint, and, on July 11, 2018, following briefing and argument, the court granted the motions and dismissed the Amended Complaint in its entirety. On July 30, 2018, Lead Plaintiff filed a notice of appeal from the court’s July 11, 2018 dismissal order to the United States Court of Appeals for the Fourth Circuit, and, on December 6, 2018, the parties completed briefing on the appeal. On February 27, 2018 and March 8, 2018, two additional purported former stockholders of Legacy Towers Watson, City of Fort Myers General Employees’ Pension Fund (‘Fort Myers’) and Alaska Laborers-Employers Retirement Trust (‘Alaska’), filed putative class action complaints on behalf of a putative class of Legacy Towers Watson stockholders against the former members of the Legacy Towers Watson board of directors, Legacy Towers Watson, Legacy Willis and ValueAct, in the Delaware Court of Chancery, captioned City of Fort Myers General Employees’ Pension Fund v. Towers Watson & Co., et al., C.A. No. 2018-0132, and Alaska Laborers-Employers Retirement Trust v. Victor F. Ganzi, et al., C.A. No. 2018-0155, respectively. Based on similar allegations as the Eastern District of Virginia action described above, the complaints assert claims against the former directors of Legacy Towers Watson for breach of fiduciary duty and against Legacy Willis and ValueAct for aiding and abetting breach of fiduciary duty. On March 9, 2018, Regents filed a putative class action complaint on behalf of a putative class of Legacy Towers Watson stockholders against the Company, Legacy Willis, ValueAct, and Messrs. Haley, Casserley, and Ubben, in the Delaware Court of Chancery, captioned The Regents of the University of California v. John J. Haley, et al., C.A. No. 2018-0166. Based on similar allegations as the Eastern District of Virginia action described above, the complaint asserts claims against Mr. Haley for breach of fiduciary duty and against all other defendants for aiding and abetting breach of fiduciary duty. Also on March 9, 2018, Regents filed a motion for consolidation of all pending and subsequently filed Delaware Court of Chancery actions, and for appointment as Lead Plaintiff and for the appointment of Bernstein as Lead Counsel for the putative class. On March 29, 2018, Fort Myers and Alaska responded to Regents’ motion and cross-moved for appointment as Co-Lead Plaintiffs and for the appointment of their counsel, Grant & Eisenhofer P.A. and Kessler Topaz Meltzer & Check, LLP as Co-Lead Counsel. On April 2, 2018, the court consolidated the Delaware Court of Chancery actions and all related actions subsequently filed in or transferred to the Delaware Court of Chancery. On June 5, 2018, the court denied Regents’ motion for appointment of Lead Plaintiff and Lead Counsel and granted Fort Myers’ and Alaska’s cross-motion. On June 20, 2018, Fort Myers and Alaska designated the complaint previously filed by Alaska (the ‘Alaska Complaint’) as the operative complaint in the consolidated action. On September 14, 2018, the defendants filed motions to dismiss the Alaska Complaint. On October 31, 2018, Fort Myers and Alaska filed an amended complaint, which, based on similar allegations, asserts claims against the former directors of legacy Towers Watson for breach of fiduciary duty and against ValueAct and Mr. Ubben for aiding and abetting breach of fiduciary duty. On January 11, 2019, the defendants filed motions to dismiss the amended complaint. On October 18, 2018, three additional purported former stockholders of Legacy Towers Watson, Naya Master Fund LP, Naya 174 Fund Limited and Naya Lincoln Park Master Fund Limited (collectively, ‘Naya’), filed a complaint against the Company, Legacy Towers Watson, Legacy Willis and John Haley, in the Supreme Court of the State of New York, County of New York, captioned Naya Master Fund LP, et al. v. John J. Haley, et al., Index No. 654968/2018. Based on similar allegations as the Eastern District of Virginia and Delaware actions described above, the complaint asserts claims for common law fraud and negligent misrepresentation. On December 18, 2018, the defendants filed a motion to dismiss the complaint. The defendants dispute the allegations in these actions and intend to defend the lawsuits vigorously. Given the stage of the proceedings, the Company is unable to provide an estimate of the reasonably possible loss or range of loss in respect of the complaints. 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, , 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 Roland On October 27, 2011, the court in Troice Roland On October 28, 2011, the plaintiffs in Troice Troice Roland Troice, et al. v. Proskauer Rose LLP, Roland en banc en banc Troice On March 19, 2014, the plaintiffs in Troice On March 25, 2014, the parties in Troice Janvey, et al. v. Willis of Colorado, Inc., et al. Troice Janvey 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 Janvey • 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, was transferred, for consolidation or coordination with other Stanford-related actions (including ), 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 . 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 , 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 and stipulated to the consolidation of those actions (under the civil action number), and, on December 31, 2009, the plaintiffs in 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 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 to the Northern District of Texas. On January 24, 2012, the court remanded 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 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 . • 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 action discussed above and the action discussed below. Also on February 13, 2015, the defendants except Willis Group Holdings plc answered the complaint in the 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 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 to the Northern District of Texas, where it is currently pending. On August 13, 2012, the plaintiffs joined with the plaintiffs in the action in their motion to lift the court’s stay of the action. On September 9, 2014, the court remanded 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 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 . • 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 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 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 until further order of the court (in accordance with the court’s September 9, 2014 decision in (discussed above)), which stipulation was ‘so ordered’ by the court on October 14, 2014. The defendants have not yet responded to the complaint in . • 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) , Case No. 13-05666CA27, filed on behalf of 35 Stanford investors seeking compensatory damages in excess of $30 million; (2) , Case No. 13-05669CA30, filed on behalf of 64 Stanford investors seeking compensatory damages in excess of $83.5 million; (3) , Case No. 13-05673CA06, filed on behalf of two Stanford investors seeking compensatory damages in excess of $3 million; (4) , Case No. 13-05676CA09, filed on behalf of 11 Stanford investors seeking compensatory damages in excess of $6.5 million; and (5) , 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 issued an order 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 seven 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 Tisminesky de Gadala Maria Barbar Ranni Barbar Ranni Barbar Ranni sua sponte Ranni Barbar On April 1, 2015, the defendants except Willis Group Holdings plc filed motions to dismiss the complaints in Zacarias Tisminesky de Gadala-Maria Zacarias Tisminesky de Gadala-Maria Zacarias Tisminesky de Gadala-Maria Zacarias Tisminesky de Gadala-Maria • 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 As discussed above, on March 25, 2014, the parties in Troice Janvey Troice Janvey 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 Janvey Troice Janvey Janvey 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 Janvey • 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 • 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 The plaintiffs in Janvey Troice 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, ‘Plaintiff |
Supplementary Information for C
Supplementary Information for Certain Balance Sheet Accounts Supplementary Information for Certain Balance Sheet Accounts (Notes) | 12 Months Ended |
Dec. 31, 2018 | |
Organization Consolidation And Presentation Of Financial Statements [Abstract] | |
Supplemental Balance Sheet Disclosures | Note 15 Additional details of specific balance sheet accounts are detailed below. Prepaid and other current assets consist of the following: December 31, 2018 December 31, 2017 Prepayments and accrued income $ 136 $ 132 Deferred contract costs 102 — Derivatives and investments 25 29 Deferred compensation plan assets 18 21 Retention incentives 5 7 Corporate income and other taxes 61 170 Other current assets 57 71 Total prepaid and other current assets $ 404 $ 430 Other non-current assets consist of the following: December 31, 2018 December 31, 2017 Prepayments and accrued income $ 14 $ 18 Deferred contract costs 46 — Deferred compensation plan assets 125 135 Deferred tax assets 59 46 Accounts receivable, net 20 33 Other investments 7 26 Other non-current assets 196 189 Total other non-current assets $ 467 $ 447 Deferred revenue and accrued expenses consist of the following: December 31, 2018 December 31, 2017 Accounts payable, accrued liabilities and deferred income $ 691 $ 772 Discretionary compensation 321 313 Accrued compensation 437 439 Accrued vacation 111 93 Other employee-related liabilities 87 94 Total deferred revenue and accrued expenses $ 1,647 $ 1,711 Other current liabilities consist of the following: December 31, 2018 December 31, 2017 Accounts payable $ 163 $ 136 Income and other taxes payable 129 90 Contingent and deferred consideration on acquisitions 61 55 Payroll-related liabilities 210 209 Derivatives 13 32 Third party commissions 169 172 Other current liabilities 119 110 Total other current liabilities $ 864 $ 804 Provision for liabilities consists of the following: December 31, 2018 December 31, 2017 Claims, lawsuits and other proceedings $ 455 $ 474 Other provisions 85 84 Total provision for liabilities $ 540 $ 558 Other non-current liabilities consist of the following: December 31, 2018 December 31, 2017 Incentives from lessors $ 120 $ 138 Deferred compensation plan liability 125 135 Contingent and deferred consideration on acquisitions 22 41 Liabilities for uncertain tax positions 46 60 Lease-related liabilities 29 28 Other non-current liabilities 87 142 Total other non-current liabilities $ 429 $ 544 |
Other Income, Net
Other Income, Net | 12 Months Ended |
Dec. 31, 2018 | |
Other Income And Expenses [Abstract] | |
Other Income, Net | Note 16 — Other Income, Net Other income, net consists of the following: Years ended December 31, 2018 2017 2016 (Loss)/gain on disposal of operations $ (9 ) $ 13 $ 2 Net periodic pension and postretirement benefit credits (i) 280 222 203 Interest in earnings of associates (ii) 3 3 2 Impact of Venezuelan currency devaluation — (2 ) — Foreign exchange loss (24 ) (72 ) (29 ) Other income, net $ 250 $ 164 $ 178 (i) As a result of the retrospective adoption of ASU 2017-07 within the consolidated statements of comprehensive income, the service-cost component of net periodic benefit (income)/cost remained within salaries and benefits expense, while the remainder of the components are now included within other income, net. See Note 2 — Basis of Presentation, Significant Accounting Policies and Recent Accounting Pronouncements for further details. (ii) Beginning in 2018, the Company retrospectively reclassified the pre-tax effect of its interest in earnings of associates from its own line item to other income, net within its consolidated statements of comprehensive income. |
Accumulated Other Comprehensive
Accumulated Other Comprehensive Loss | 12 Months Ended |
Dec. 31, 2018 | |
Equity [Abstract] | |
Accumulated Other Comprehensive Loss | Note 17 — Accumulated Other Comprehensive Loss The components of other comprehensive (loss)/income are as follows: December 31, 2018 December 31, 2017 December 31, 2016 Before tax amount Tax Net of tax amount Before tax amount Tax Net of tax amount Before tax amount Tax Net of tax amount Other comprehensive (loss)/income: Foreign currency translation $ (251 ) $ — $ (251 ) $ 295 $ — $ 295 $ (353 ) $ — $ (353 ) Defined pension and post-retirement benefits (258 ) 59 (199 ) 3 11 14 (553 ) 114 (439 ) Derivative instruments 5 (3 ) 2 90 (15 ) 75 (87 ) 12 (75 ) Other comprehensive (loss)/income (504 ) 56 (448 ) 388 (4 ) 384 (993 ) 126 (867 ) Less: Other comprehensive (income)/loss attributable to non-controlling interests — — — (13 ) — (13 ) 20 — 20 Other comprehensive (loss)/income attributable to Willis Towers Watson $ (504 ) $ 56 $ (448 ) $ 375 $ (4 ) $ 371 $ (973 ) $ 126 $ (847 ) Changes in the components of accumulated other comprehensive loss, net of tax, are included in the following table. This table excludes amounts attributable to non-controlling interests, which are not material for further disclosure. Foreign currency translation (i) Cash flow hedges (i) Defined pension and post- retirement benefit costs (ii) Total Balance, January 1, 2016 $ (314 ) $ (10 ) $ (713 ) $ (1,037 ) Other comprehensive loss before reclassifications (336 ) (110 ) (483 ) (929 ) Loss reclassified from accumulated other comprehensive loss (net of income tax benefit of $5) — 38 44 82 Net other comprehensive loss (336 ) (72 ) (439 ) (847 ) Balance, December 31, 2016 $ (650 ) $ (82 ) $ (1,152 ) $ (1,884 ) Other comprehensive income/(loss) before reclassifications 285 28 (26 ) 287 Loss reclassified from accumulated other comprehensive loss (net of income tax benefit of $18) — 44 40 84 Net other comprehensive income 285 72 14 371 Balance, December 31, 2017 $ (365 ) $ (10 ) $ (1,138 ) $ (1,513 ) Other comprehensive income/(loss) before reclassifications (251 ) (22 ) (241 ) (514 ) Loss reclassified from accumulated other comprehensive loss (net of income tax benefit of $17) — 24 42 66 Net other comprehensive loss (251 ) 2 (199 ) (448 ) Balance, December 31, 2018 $ (616 ) $ (8 ) $ (1,337 ) $ (1,961 ) (i) Reclassification adjustments from accumulated other comprehensive loss related to foreign currency translation and cash flow hedges are included in Other income, net in the accompanying consolidated statements of comprehensive income. See Note 10 — 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 13 — Retirement Benefits). These components are included in Other income, net in the accompanying consolidated statements of comprehensive income. |
Share-Based Compensation
Share-Based Compensation | 12 Months Ended |
Dec. 31, 2018 | |
Disclosure Of Compensation Related Costs Sharebased Payments [Abstract] | |
Share-Based Compensation | Note 18 Plan Summaries On December 31, 2018, the Company had a number of open share-based compensation plans, which provide for the grant of time-based and performance-based options, time-based and performance-based restricted stock units, and various other share-based grants to employees. All of the Company’s share-based compensation plans under which any options, restricted stock units (‘RSUs’) or other share-based grants are outstanding as of December 31, 2018 are described below. The compensation cost that has been recognized for these plans for the years ended December 31, 2018, 2017 and 2016 was $50 million, $67 million and $123 million, respectively. The total income tax benefits recognized in the consolidated statements of comprehensive income for share-based compensation arrangements for the years ended December 31, 2018, 2017, and 2016 were $10 million, $22 million and $35 million, respectively. 2012 Equity Incentive Plan This plan, which was established on April 25, 2012, provides for the granting of incentive stock options, time-based or performance-based non-statutory stock options, share appreciation rights, restricted shares, time-based or performance-based RSUs, performance-based awards and other share-based grants or any combination thereof (collectively referred to as ‘Awards’) to employees, officers, non-employee directors and consultants (‘Eligible Individuals’) of the Company (‘2012 Plan’). The board of directors also adopted a sub-plan under the 2012 plan to provide an employee sharesave scheme in the U.K. There were approximately 7 million shares remaining available for grant under this plan as of December 31, 2018. Options are exercisable on a variety of dates, including from the second, third, fourth or fifth anniversary of the grant date. Unless terminated sooner by the board of directors, the 2012 Plan will expire 10 years after the date of its adoption. That termination will not affect the validity of any grants outstanding at that date. Towers Watson Share Plans In January 2016, in connection with the Merger, we assumed the Towers Watson & Co. 2009 Long-Term Incentive Plan (‘LTIP’) and converted the outstanding unvested restricted stock units and options into Willis Towers Watson RSUs and options using a conversion ratio stated in the Merger Agreement. We determined the fair value of the portion of the outstanding RSUs and options related to pre-acquisition employee service using the straight-line methodology from the date of grant to the acquisition date to be $37 million, which was added to the transaction consideration. The fair value of the remaining portion of RSUs and options related to the post-acquisition employee services was $45 million, and was recorded over the subsequent vesting periods. For the years ended December 31, 2018, 2017 and 2016, we recorded $3 million, $11 million and $31 million of non-cash stock based compensation expense, respectively. The acquired awards included performance-vested RSUs. Under the RSU agreement, participants became vested in a number of RSUs based on the achievement of specified levels of financial performance during the performance period set forth in the Merger Agreement, provided that the participant remained in continuous service with us through the end of the performance period. Dividend equivalents accrued on these RSUs and vested to the same extent as the underlying shares. The Compensation Committee of the board of directors did provide for the continuation of the vesting of RSUs upon an employee’s termination under certain circumstances such as qualified retirement. The definition of qualified retirement is age 55 with 15 years of service with the Company and a minimum of one year of service in the performance period. Based on the terms of the RSU agreement, the achievement of the level of financial performance was determined at the higher of 100% or the level attained at the time of the Merger. The Company does not intend to grant future awards under the 2009 LTIP plan. Employee Stock Purchase Plans The Company adopted the Willis Group Holdings 2010 North America Employee Stock Purchase Plan, which expires on May 31, 2020. These plans provide certain eligible employees in the United States and Canada with the ability to contribute payroll deductions to the purchase of Willis Towers Watson ordinary shares at the end of each offering period. Options Valuation Assumptions The fair value of each option is estimated on the date of grant using the Black-Scholes option pricing model that uses the assumptions noted in the following table. Expected volatility is based on historical volatility of the Company’s shares. The Company uses the simplified method set out in ASC 718 – Compensation Stock Compensation Years ended December 31, 2017 2016 Expected volatility 19.8 % 21.0 % Expected dividends 1.4 % 1.5 % Expected life (years) 4.2 2.7 Risk-free interest rate 1.6 % 0.7 % There were no options granted during the year ended December 31, 2018. Award Activity Classification of options as time-based or performance-based is dependent on the original terms of the award. Performance conditions on the majority of options have been met. A summary of option activity under the plans at December 31, 2018, and changes during the year then ended is presented below: Options (thousands) Weighted- Average Exercise Price ( i ) Weighted- Average Remaining Contractual Term Aggregate Intrinsic Value Time-based stock options Balance as of December 31, 2017 754 $ 103.85 Granted — $ — Exercised 294 $ 107.96 Expired 11 $ 102.19 Balance as of December 31, 2018 449 $ 101.21 3 years $ 23 Options vested or expected to vest at December 31, 2018 445 $ 100.97 3 years $ 23 Options exercisable at December 31, 2018 329 $ 99.48 3 years $ 17 Performance-based stock options Balance as of December 31, 2017 680 $ 106.42 Granted — $ — Exercised 138 $ 96.02 Forfeited — $ — Balance as of December 31, 2018 542 $ 110.55 3 years $ 22 Options vested or expected to vest at December 31, 2018 542 $ 110.55 3 years $ 22 Options exercisable at December 31, 2018 542 $ 110.55 3 years $ 22 ( i ) Certain options are exercisable in Pounds sterling and are converted to dollars using the exchange rate at December 31, 2018. The weighted-average grant-date fair values of time-based options granted during the years ended December 31, 2017 and 2016 were $27.69 and $16.88, respectively. The total intrinsic values of time-based options exercised during the years ended December 31, 2018, 2017 and 2016 were $12 million, $19 million and $25 million, respectively. At December 31, 2018, there was $1 million of total unrecognized compensation cost under the time-based stock option plans; that cost is expected to be recognized over a weighted-average period of less than one year. The total intrinsic values of performance-based options exercised during the years ended December 31, 2018, 2017 and 2016 were $8 million, $10 million and $9 million, respectively. At December 31, 2018, there is no unrecognized compensation cost related to the performance-based stock option plans. Cash received from option exercises under all share-based payment arrangements for the years ended December 31, 2018, 2017 and 2016 was $45 million, $61 million and $63 million, respectively. The actual tax benefit recognized for the tax deductions from option exercises of the share-based payment arrangements totaled $4 million, $7 million and $6 million for the years ended December 31, 2018, 2017 and 2016, respectively. Equity-settled RSUs Valuation Assumptions The fair value of each time-based RSU is based on the grant date fair value, or the fair value on the acquisition date in the case of acquired awards. The fair value of each performance-based RSU is estimated on the grant date using a Monte-Carlo simulation that uses the assumptions noted in the following table. The awards also contain a market-based performance target. For the awards granted in 2018, the performance measure is entirely based on this market target. Expected volatility is based on the historical volatility of the Company’s shares. The risk-free interest rate is based on the U.S. Treasury yield curve in effect at the time of the grant. The assumptions noted in the table below represent the weighted-average of each assumption for each grant during the year. Years ended December 31, 2018 2017 2016 Expected volatility 17.9 % 20.2 % 20.3 % Expected dividend yield — % — % — % Expected life (years) 2.5 2.4 2.6 Risk-free interest rate 2.6 % 1.4 % 0.8 % Award Activity A summary of time-based and performance-based RSU activity under the plans at December 31, 2018, and changes during the year then ended, is presented below: Shares (thousands) Weighted- Average Grant Date Fair Value Nonvested shares (time-based RSUs) Balance as of December 31, 2017 143 $ 122.27 Granted 51 $ 153.58 Vested 165 $ 122.61 Forfeited 10 $ 117.09 Balance as of December 31, 2018 19 $ 141.19 Nonvested shares (performance-based RSUs) Balance as of December 31, 2017 881 $ 90.61 Granted 141 $ 204.13 Vested 250 $ 125.75 Forfeited 14 $ 118.94 Balance as of December 31, 2018 758 $ 91.02 The total number of time-based RSUs that vested during the year ended December 31, 2018 was 164,728 shares at an average share price of $156.14. The total number of time-based RSUs that vested during the year ended December 31, 2017 was 178,574 shares at an average share price of $150.81. The total number of time-based RSUs that vested during the year ended December 31, 2016 was 459,838 shares at an average share price of $120.42. At December 31, 2018 there was $2 million of total unrecognized compensation cost related to the time-based RSU plan; that cost is expected to be recognized over a weighted-average period of 1.4 years. The total number of performance-based RSUs that vested during the year ended December 31, 2018 was 249,901 shares at an average share price of $154.99. The total number of performance-based RSUs that vested during the year ended December 31, 2017 was 318,714 shares at an average share price of $140.32. The total number of performance-based RSUs that vested during the year ended December 31, 2016 was 258,536 shares at an average share price of $119.75. At December 31, 2018 there was $12 million of total unrecognized compensation cost related to the performance-based RSU plan; that cost is expected to be recognized over a weighted-average period of 1.9 years. The actual tax benefit recognized for the tax deductions from RSUs that vested totaled $12 million, $19 million and $25 million for the years ended December 31, 2018, 2017 and 2016, respectively. Phantom RSUs The Company granted 268,956 units of phantom stock with a market-performance feature in the year ended December 31, 2018. These are cash-settled awards with final payout based on the performance of Company stock. The grant date fair value of the awards was $83.57 per share. The fair value of each phantom RSU is estimated using a Monte Carlo simulation. The Company’s stock price as of the last day of the period is one of the inputs into the model. Expected volatility is based on the historical volatility of the Company’s shares. The expected term of the plan is three years, based on the vesting terms of the award. The risk-free interest rate is based on the U.S. Treasury yield curve in effect at the time of grant. Since the awards are cash-settled, they are considered a liability. Expense is recognized over the service period. The liability is remeasured at the end of each reporting period and changes in fair value are recognized as compensation cost. As of December 31, 2018, the liability recognized is $5 million and the estimated unrecognized compensation cost is $18 million. |
Earnings Per Share
Earnings Per Share | 12 Months Ended |
Dec. 31, 2018 | |
Earnings Per Share [Abstract] | |
Earnings Per Share | Note 19 — 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 December 31, 2018, 2017 and 2016, there were 0.4 million, 0.8 million and 1.2 million time-based share options; 0.5 million, 0.7 million and 0.9 million performance-based options; and 0.8 million, 0.9 million and 1.2 million performance-based RSUs outstanding, respectively. The Company’s time-based RSUs were immaterial at December 31, 2018; there were 0.1 million and 0.4 million time-based RSUs outstanding at December 31, 2017 and 2016, respectively. In addition, the Company had 0.3 million performance-based phantom units outstanding at December 31, 2018; there were no phantom units outstanding at December 31, 2017 and 2016. Basic and diluted earnings per share are as follows: Years ended December 31, 2018 2017 2016 Net income attributable to Willis Towers Watson $ 695 $ 568 $ 420 Basic weighted-average number of shares outstanding 131 135 137 Dilutive effect of potentially issuable shares 1 1 1 Diluted weighted-average number of shares outstanding 132 136 138 Basic earnings per share $ 5.29 $ 4.21 $ 3.07 Dilutive effect of potentially issuable shares (0.02 ) (0.03 ) (0.03 ) Diluted earnings per share $ 5.27 $ 4.18 $ 3.04 There were no anti-dilutive options for the years ended December 31, 2018 and 2017. Options to purchase 0.5 million shares for the year ended December 31, 2016 were not included in the computation of the dilutive effect of stock options because their effect was anti-dilutive. For the year ended December 31, 2018, 0.2 million RSUs were not included in the computation of the dilutive effect of potentially issuable shares because their effect was anti-dilutive. There were no anti-dilutive RSUs for the years ended December 31, 2017 and 2016. |
Supplemental Disclosures of Cas
Supplemental Disclosures of Cash Flow Information | 12 Months Ended |
Dec. 31, 2018 | |
Supplemental Cash Flow Elements [Abstract] | |
Supplemental Disclosures of Cash Flow Information | Note 20 — Supplemental Disclosures of Cash Flow Information Supplemental disclosures regarding cash flow information and non-cash investing and financing activities are as follows: Years Ended December 31, 2018 2017 2016 Supplemental disclosures of cash flow information: Cash payments for income taxes, net $ 178 $ 203 $ 158 Cash payments for interest $ 176 $ 169 $ 143 Cash acquired $ 13 $ — $ 476 Supplemental disclosures of non-cash investing and financing activities: Issuance of shares and assumed awards in connection with the Merger $ — $ — $ 8,723 Fair value of deferred and contingent consideration related to acquisitions $ 36 $ — $ — |
Quarterly Financial Data (Unaud
Quarterly Financial Data (Unaudited) | 12 Months Ended |
Dec. 31, 2018 | |
Quarterly Financial Information Disclosure [Abstract] | |
Quarterly Financial Data (Unaudited) | Note 21 — Quarterly Financial Data (Unaudited) Quarterly financial data for 2018 and 2017 were as follows: Three Months Ended March 31, June 30, September 30, December 31, 2018 Revenue $ 2,292 $ 1,990 $ 1,859 $ 2,372 Total costs of providing services $ 2,033 $ 1,927 $ 1,842 $ 1,902 Income from operations $ 259 $ 63 $ 17 $ 470 Net income $ 221 $ 65 $ 46 $ 383 Net income attributable to Willis Towers Watson $ 215 $ 58 $ 44 $ 378 Earnings per share — Basic $ 1.62 $ 0.44 $ 0.34 $ 2.91 — Diluted $ 1.61 $ 0.44 $ 0.33 $ 2.89 2017 Revenue $ 2,319 $ 1,953 $ 1,852 $ 2,078 Total costs of providing services $ 1,918 $ 1,892 $ 1,878 $ 1,998 Income/(loss) from operations $ 401 $ 61 $ (26 ) $ 80 Net income/(loss) $ 352 $ 41 $ (54 ) $ 253 Net income/(loss) attributable to Willis Towers Watson $ 344 $ 33 $ (54 ) $ 245 Earnings/(loss) per share — Basic $ 2.51 $ 0.24 $ (0.40 ) $ 1.85 — Diluted $ 2.50 $ 0.24 $ (0.40 ) $ 1.84 |
Financial Information for Issue
Financial Information for Issuers and Other Guarantor Subsidiaries | 12 Months Ended |
Dec. 31, 2018 | |
Condensed Financial Information Of Parent Company Only Disclosure [Abstract] | |
Financial Information for Issuers and Other Guarantor Subsidiaries | Note 22 As of December 31, 2018 Willis Towers Watson has issued the following debt securities (‘WTW Debt Securities’): a) Willis Towers Watson plc (the parent company) has $500 million senior notes outstanding, which were issued on March 15, 2016; b) Willis North America Inc. (‘Willis North America’) has $1.8 billion senior notes outstanding, of which $187 million were issued on September 29, 2009, $650 million were issued on May 16, 2017, and $1.0 billion were issued on September 10, 2018; and c) Trinity Acquisition plc has $2.1 billion senior notes outstanding, of which $525 million were issued on August 15, 2013, $1.0 billion were issued on March 22, 2016 and €540 million ($609 million) were issued on May 26, 2016, and $130 million currently outstanding on a consolidated basis under the $1.25 billion revolving credit facility issued on March 7, 2017. The notes issued by the Company are guaranteed by the following additional wholly owned subsidiaries on a joint and several basis: Willis Netherlands B.V., Willis Investment U.K. Holdings Limited, TA I Limited, Trinity Acquisition plc, Willis Group Limited, Willis North America, Willis Towers Watson Sub Holdings Unlimited Company and Willis Towers Watson U.K. Holdings Limited. The notes issued by Willis North America are guaranteed on a joint and several basis by the Company and each of the subsidiaries that guarantees the Company notes, except for Willis North America itself. The notes issued by Trinity Acquisition plc are guaranteed on a joint and several basis by the Company and each of the subsidiaries that guarantees the Company notes, except for Trinity Acquisition plc itself. For the purposes of this footnote, the companies that guarantee the Company notes, the Willis North America notes and the Trinity Acquisition plc notes, other than Willis North America and Trinity Acquisition plc, are referred to as the ‘other guarantors.’ The presentation of the financial information for issuers and other guarantor subsidiaries has been changed from prior filings in that the three previously disclosed separate notes that presented the three different issuer and related guarantor scenarios have been combined into one note. This new presentation still includes all of the financial information of the appropriate issuing and guarantor entities, with some immaterial reclassifications from what had been previously disclosed for each entity. We believe that this presentation will help to reduce the complexity of the information and offer a more meaningful analysis for the reader. All intercompany receivables/payables have been presented in the condensed consolidating financial statements as non-current on a net presentation basis, rather than a gross basis, as this better reflects the nature of the intercompany positions and presents the funding or funded position that is due or owed. The equity method has been used for investments in subsidiaries in the condensed consolidating balance sheets of Willis Towers Watson plc, Willis North America, Trinity Acquisition plc and the other guarantors. Presented below is condensed financial information for: (i) Willis Towers Watson plc, which is both an issuer and guarantor, on a parent company only basis; (ii) Willis North America, which is both an issuer and guarantor, on a company only basis; (iii) Trinity Acquisition plc, which is both an issuer and guarantor, on a company only basis; (iv) Other guarantors, which are all wholly owned direct or indirect subsidiaries of the parent, on a combined basis; (v) Non-guarantors, which are all wholly owned direct or indirect subsidiaries of the parent, on a combined basis; (vi) Eliminations, which are consolidating adjustments on a combined basis; and (vi i ) The consolidated Company. Condensed Consolidating Statement of Comprehensive Income Year ended December 31, 2018 Willis Towers Watson plc Willis North America Trinity Acquisition plc Other guarantors Non- guarantors Eliminations Consolidated Revenue $ — $ 34 $ — $ — $ 8,479 $ — $ 8,513 Costs of providing services Salaries and benefits 2 68 — — 5,053 — 5,123 Other operating expenses 3 38 1 165 1,430 — 1,637 Depreciation — — — 4 204 — 208 Amortization — — — 3 534 (3 ) 534 Transaction and integration expenses — 8 — 1 193 — 202 Total costs of providing services 5 114 1 173 7,414 (3 ) 7,704 (Loss)/income from operations (5 ) (80 ) (1 ) (173 ) 1,065 3 809 Intercompany income/(expense) — 56 124 356 (536 ) — — Interest expense (30 ) (58 ) (104 ) — (16 ) — (208 ) Other income, net — — — 2 1,540 (1,292 ) 250 (LOSS)/INCOME FROM OPERATIONS BEFORE INCOME TAXES (35 ) (82 ) 19 185 2,053 (1,289 ) 851 (Provision for)/benefit from income taxes — (1 ) (3 ) 41 (173 ) — (136 ) Equity account for subsidiaries 730 124 437 498 — (1,789 ) — NET INCOME 695 41 453 724 1,880 (3,078 ) 715 Income attributable to non-controlling interests — — — — (20 ) — (20 ) NET INCOME ATTRIBUTABLE TO WILLIS TOWERS WATSON $ 695 $ 41 $ 453 $ 724 $ 1,860 $ (3,078 ) $ 695 Comprehensive income/(loss) before non- controlling interests $ 247 $ (88 ) $ 14 $ 286 $ 1,470 $ (1,662 ) $ 267 Comprehensive income attributable to non- controlling interests — — — — (20 ) — (20 ) Comprehensive income/(loss) attributable to Willis Towers Watson $ 247 $ (88 ) $ 14 $ 286 $ 1,450 $ (1,662 ) $ 247 Condensed Consolidating Statement of Comprehensive Income Year ended December 31, 2017 Willis Towers Watson plc Willis North America Trinity Acquisition plc Other guarantors Non- guarantors Eliminations Consolidated Revenue $ — $ 19 $ — $ — $ 8,183 $ — $ 8,202 Costs of providing services Salaries and benefits 4 48 — — 4,915 — 4,967 Other operating expenses 3 20 1 91 1,419 — 1,534 Depreciation — — — 6 197 — 203 Amortization — — — 3 581 (3 ) 581 Restructuring costs — 15 — 8 109 — 132 Transaction and integration expenses — 19 — 73 177 — 269 Total costs of providing services 7 102 1 181 7,398 (3 ) 7,686 (Loss)/income from operations (7 ) (83 ) (1 ) (181 ) 785 3 516 Intercompany income/(expense) — 34 123 350 (507 ) — — Interest expense (30 ) (35 ) (103 ) — (20 ) — (188 ) Other income, net 35 — — — 367 (238 ) 164 (LOSS)/INCOME FROM OPERATIONS BEFORE INCOME TAXES (2 ) (84 ) 19 169 625 (235 ) 492 (Provision for)/benefit from income taxes — (29 ) (2 ) 53 78 — 100 Equity account for subsidiaries 570 171 290 370 — (1,401 ) — NET INCOME 568 58 307 592 703 (1,636 ) 592 Income attributable to non-controlling interests — — — — (24 ) — (24 ) NET INCOME ATTRIBUTABLE TO WILLIS TOWERS WATSON $ 568 $ 58 $ 307 $ 592 $ 679 $ (1,636 ) $ 568 Comprehensive income before non- controlling interests $ 939 $ 197 $ 663 $ 952 $ 1,051 $ (2,826 ) $ 976 Comprehensive income attributable to non- controlling interests — — — — (37 ) — (37 ) Comprehensive income attributable to Willis Towers Watson $ 939 $ 197 $ 663 $ 952 $ 1,014 $ (2,826 ) $ 939 Condensed Consolidating Statement of Comprehensive Income Year ended December 31, 2016 Willis Towers Watson plc Willis North America Trinity Acquisition plc Other guarantors Non- guarantors Eliminations Consolidated Revenue $ — $ 19 $ — $ 2 $ 7,866 $ — 7,887 Costs of providing services Salaries and benefits 2 15 — 1 4,831 — 4,849 Other operating expenses 3 88 — 112 1,348 — 1,551 Depreciation — 14 — 5 159 — 178 Amortization — — — — 591 — 591 Restructuring costs — 39 — 29 125 — 193 Transaction and integration expenses 1 26 — 16 134 — 177 Total costs of providing services 6 182 — 163 7,188 — 7,539 (Loss)/income from operations (6 ) (163 ) - (161 ) 678 — 348 Intercompany income/(expense) — 109 106 320 (535 ) — — Interest expense (32 ) (39 ) (90 ) — (23 ) — (184 ) Other income, net — — — 2 176 — 178 (LOSS)/INCOME FROM OPERATIONS BEFORE INCOME TAXES (38 ) (93 ) 16 161 296 — 342 Benefit from/(provision for) income taxes — 86 (3 ) 39 (26 ) — 96 Equity account for subsidiaries 458 157 151 247 — (1,013 ) — NET INCOME 420 150 164 447 270 (1,013 ) 438 Income attributable to non-controlling interests — — — — (18 ) — (18 ) NET INCOME ATTRIBUTABLE TO WILLIS TOWERS WATSON $ 420 $ 150 $ 164 $ 447 $ 252 $ (1,013 ) $ 420 Comprehensive loss before non- controlling interests $ (427 ) $ (266 ) $ (656 ) $ (381 ) $ (549 ) $ 1,850 $ (429 ) Comprehensive loss attributable to non- controlling interests — — — — 2 — 2 Comprehensive loss attributable to Willis Towers Watson $ (427 ) $ (266 ) $ (656 ) $ (381 ) $ (547 ) $ 1,850 $ (427 ) Condensed Consolidating Balance Sheet As of December 31, 2018 Willis Towers Watson plc Willis North America Trinity Acquisition plc Other guarantors Non- guarantors Eliminations Consolidated ASSETS Cash and cash equivalents $ — $ — $ — $ — $ 1,033 $ — $ 1,033 Fiduciary assets — — — — 12,604 — 12,604 Accounts receivable, net — 24 — — 2,355 — 2,379 Prepaid and other current assets — 311 1 33 357 (298 ) 404 Total current assets — 335 1 33 16,349 (298 ) 16,420 Intercompany receivables, net 4,755 — 1,355 — — (6,110 ) — Fixed assets, net — — — 16 926 — 942 Goodwill — — — — 10,465 — 10,465 Other intangible assets, net — — — 58 3,318 (58 ) 3,318 Pension benefits assets — — — — 773 — 773 Other non-current assets — 92 2 49 452 (128 ) 467 Total non-current assets 4,755 92 1,357 123 15,934 (6,296 ) 15,965 Investments in subsidiaries 5,691 6,649 2,677 8,108 — (23,125 ) — TOTAL ASSETS $ 10,446 $ 7,076 $ 4,035 $ 8,264 $ 32,283 $ (29,719 ) $ 32,385 LIABILITIES AND EQUITY Fiduciary liabilities $ — $ — $ — $ — $ 12,604 $ — $ 12,604 Deferred revenue and accrued expenses 1 2 — 3 1,641 — 1,647 Short-term debt and current portion of long-term debt — 186 — — — — 186 Other current liabilities 95 38 33 13 935 (250 ) 864 Total current liabilities 96 226 33 16 15,180 (250 ) 15,301 Intercompany payables, net — 902 — 4,691 517 (6,110 ) — Long-term debt 498 1,635 2,256 — — — 4,389 Liability for pension benefits — — — — 1,170 — 1,170 Deferred tax liabilities — — — — 688 (129 ) 559 Provision for liabilities — 120 — — 420 — 540 Other non-current liabilities — 13 — 5 411 — 429 Total non-current liabilities 498 2,670 2,256 4,696 3,206 (6,239 ) 7,087 TOTAL LIABILITIES 594 2,896 2,289 4,712 18,386 (6,489 ) 22,388 REDEEMABLE NON-CONTROLLING INTEREST — — — — 26 — 26 EQUITY Total Willis Towers Watson shareholders’ equity 9,852 4,180 1,746 3,552 13,752 (23,230 ) 9,852 Non-controlling interests — — — — 119 — 119 Total equity 9,852 4,180 1,746 3,552 13,871 (23,230 ) 9,971 TOTAL LIABILITIES AND EQUITY $ 10,446 $ 7,076 $ 4,035 $ 8,264 $ 32,283 $ (29,719 ) $ 32,385 Condensed Consolidating Balance Sheet As of December 31, 2017 Willis Towers Watson plc Willis North America Trinity Acquisition plc Other guarantors Non guarantors Eliminations Consolidated ASSETS Cash and cash equivalents $ 2 $ — $ — $ 1 $ 1,027 $ — $ 1,030 Fiduciary assets — — — — 12,155 — 12,155 Accounts receivable, net — 4 — — 2,242 — 2,246 Prepaid and other current assets — 267 1 44 264 (146 ) 430 Total current assets 2 271 1 45 15,688 (146 ) 15,861 Intercompany receivables, net 6,202 — 2,501 — — (8,703 ) - Fixed assets, net — — — 25 960 — 985 Goodwill — — — — 10,519 — 10,519 Other intangible assets, net — — — 60 3,882 (60 ) 3,882 Pension benefits assets — — — — 764 — 764 Other non-current assets — 115 3 31 388 (90 ) 447 Total non-current assets 6,202 115 2,504 116 16,513 (8,853 ) 16,597 Investments in subsidiaries 4,506 6,125 1,918 8,425 — (20,974 ) — TOTAL ASSETS $ 10,710 $ 6,511 $ 4,423 $ 8,586 $ 32,201 $ (29,973 ) $ 32,458 LIABILITIES AND EQUITY Fiduciary liabilities $ — $ — $ — $ — $ 12,155 $ — $ 12,155 Deferred revenue and accrued expenses — 19 — 7 1,685 — 1,711 Short-term debt and current portion of long-term debt — — — — 85 — 85 Other current liabilities 87 83 33 27 724 (150 ) 804 Total current liabilities 87 102 33 34 14,649 (150 ) 14,755 Intercompany payables, net — 787 — 3,895 4,021 (8,703 ) — Long-term debt 497 986 2,883 — 84 — 4,450 Liability for pension benefits — — — — 1,259 — 1,259 Deferred tax liabilities — — — — 704 (89 ) 615 Provision for liabilities — 120 — — 438 — 558 Other non-current liabilities — 19 — 5 520 — 544 Total non-current liabilities 497 1,912 2,883 3,900 7,026 (8,792 ) 7,426 TOTAL LIABILITIES 584 2,014 2,916 3,934 21,675 (8,942 ) 22,181 REDEEMABLE NON-CONTROLLING INTEREST — — — — 28 — 28 EQUITY Total Willis Towers Watson shareholders’ equity 10,126 4,497 1,507 4,652 10,375 (21,031 ) 10,126 Non-controlling interests — — — — 123 — 123 Total equity 10,126 4,497 1,507 4,652 10,498 (21,031 ) 10,249 TOTAL LIABILITIES AND EQUITY $ 10,710 $ 6,511 $ 4,423 $ 8,586 $ 32,201 $ (29,973 ) $ 32,458 Condensed Consolidating Statement of Cash Flows Year ended December 31, 2018 Willis Towers Watson plc Willis North America Trinity Acquisition plc Other guarantors Non- guarantors Eliminations Consolidated NET CASH (USED IN)/FROM OPERATING ACTIVITIES $ (537 ) $ 153 $ 355 $ (792 ) $ 3,196 $ (1,087 ) $ 1,288 CASH FLOWS FROM/(USED IN) INVESTING ACTIVITIES Additions to fixed assets and software for internal use — — — (4 ) (264 ) — (268 ) Capitalized software costs — — — — (54 ) — (54 ) Acquisitions of operations, net of cash acquired — — — — (36 ) — (36 ) Net proceeds from sale of operations — — — — 4 — 4 Other, net — — — — 13 — 13 Proceeds from/(repayments of) intercompany investing activities, net 1,398 369 92 356 (2,673 ) 458 — Net cash from/(used in) investing activities $ 1,398 $ 369 $ 92 $ 352 $ (3,010 ) $ 458 $ (341 ) CASH FLOWS (USED IN)/FROM FINANCING ACTIVITIES Net payments on revolving credit facility — (155 ) (599 ) — — — (754 ) Senior notes issued — 998 — — — — 998 Debt issuance costs — (8 ) — — — — (8 ) Repayments of debt — — — — (170 ) — (170 ) Repurchase of shares (602 ) — — — — — (602 ) Proceeds from issuance of shares 45 — — — — — 45 Payments of deferred and contingent consideration related to acquisitions — — — — (50 ) — (50 ) Cash paid for employee taxes on withholding shares — — — — (30 ) — (30 ) Dividends paid (306 ) — (686 ) (150 ) (251 ) 1,087 (306 ) Acquisitions of and dividends paid to non- controlling interests — — — — (26 ) — (26 ) (Repayments of)/proceeds from intercompany financing activities, net — (1,357 ) 838 589 388 (458 ) — Net cash (used in)/from financing activities $ (863 ) $ (522 ) $ (447 ) $ 439 $ (139 ) $ 629 $ (903 ) (DECREASE)/INCREASE IN CASH AND CASH EQUIVALENTS (2 ) — — (1 ) 47 — 44 Effect of exchange rate changes on cash and cash equivalents — — — — (41 ) — (41 ) CASH AND CASH EQUIVALENTS, BEGINNING OF YEAR 2 — — 1 1,027 — 1,030 CASH AND CASH EQUIVALENTS, END OF YEAR $ — $ — $ — $ — $ 1,033 $ — $ 1,033 Condensed Consolidating Statement of Cash Flows Year ended December 31, 2017 Willis Towers Watson plc Willis North America Trinity Acquisition plc Other guarantors Non- guarantors Eliminations Consolidated NET CASH FROM/(USED IN) OPERATING ACTIVITIES $ 743 $ 114 $ 29 $ (696 ) $ 939 $ (267 ) $ 862 CASH FLOWS FROM/(USED IN) INVESTING ACTIVITIES Additions to fixed assets and software for internal use — — — (8 ) (292 ) — (300 ) Capitalized software costs — — — — (75 ) — (75 ) Acquisitions of operations, net of cash acquired — — — — (13 ) — (13 ) Net proceeds from sale of operations — — — — 57 — 57 Other, net — — — — (4 ) — (4 ) Proceeds from/(repayments of) intercompany investing activities, net 1,042 (55 ) (1,600 ) 277 (485 ) 821 — (Increase)/decrease in investment in subsidiaries (1,035 ) (115 ) (148 ) 833 465 — — Net cash from/(used in) investing activities $ 7 $ (170 ) $ (1,748 ) $ 1,102 $ (347 ) $ 821 $ (335 ) CASH FLOWS (USED IN)/FROM FINANCING ACTIVITIES Net borrowings on revolving credit facility — 155 487 — — — 642 Senior notes issued — 649 — — — — 649 Proceeds from issuance of other debt — — — — 32 — 32 Debt issuance costs — (5 ) (4 ) — — — (9 ) Repayments of debt — (394 ) (220 ) — (120 ) — (734 ) Repurchase of shares (532 ) — — — — — (532 ) Proceeds from issuance of shares 61 — — — — — 61 Payments related to share cancellation — — — — (177 ) — (177 ) Payments of deferred and contingent consideration related to acquisitions — — — — (65 ) — (65 ) Cash paid for employee taxes on withholding shares — — — — (18 ) — (18 ) Dividends paid (277 ) (58 ) — (58 ) (151 ) 267 (277 ) Acquisitions of and dividends paid to non- controlling interests — — — — (51 ) — (51 ) (Repayments of)/proceeds from intercompany financing activities, net — (291 ) 1,456 (347 ) 3 (821 ) — Net cash (used in)/from financing activities $ (748 ) $ 56 $ 1,719 $ (405 ) $ (547 ) $ (554 ) $ (479 ) INCREASE IN CASH AND CASH EQUIVALENTS 2 — — 1 45 — 48 Effect of exchange rate changes on cash and cash equivalents — — — — 112 — 112 CASH AND CASH EQUIVALENTS, BEGINNING OF YEAR — — — — 870 — 870 CASH AND CASH EQUIVALENTS, END OF YEAR $ 2 $ — $ — $ 1 $ 1,027 $ — $ 1,030 Condensed Consolidating Statement of Cash Flows Year ended December 31, 2016 Willis Towers Watson plc Willis North America Trinity Acquisition plc Other guarantors Non- guarantors Eliminations Consolidated NET CASH FROM/(USED IN) OPERATING ACTIVITIES $ (20 ) $ (83 ) $ 152 $ 440 $ 1,114 $ (670 ) $ 933 CASH FLOWS FROM/(USED IN) INVESTING ACTIVITIES Additions to fixed assets and software for internal use — (12 ) — (79 ) (221 ) 94 (218 ) Capitalized software costs — — — — (85 ) — (85 ) Acquisitions of operations, net of cash acquired — — — — 476 — 476 Net proceeds from sale of operations — — — — (4 ) 3 (1 ) Other, net — 33 — — 20 (30 ) 23 Proceeds from/(repayments of) intercompany investing activities, net (3,751 ) — (547 ) (3,405 ) (739 ) 8,442 — Decrease/(increase) in investment in subsidiaries 4,600 — — (1,000 ) (3,600 ) — — Net cash from/(used in) investing activities $ 849 $ 21 $ (547 ) $ (4,484 ) $ (4,153 ) $ 8,509 $ 195 CASH FLOWS (USED IN)/FROM FINANCING ACTIVITIES Net payments on revolving credit facility — — (237 ) — — — (237 ) 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 ) — (1,037 ) — (564 ) — (1,901 ) Repurchase of shares (396 ) — — — — — (396 ) Proceeds from issuance of shares 63 — — — — — 63 Payments of deferred and contingent consideration related to acquisitions — — — — (67 ) — (67 ) Cash paid for employee taxes on withholding shares — — — — (13 ) — (13 ) Dividends paid (199 ) (49 ) (302 ) (162 ) (90 ) 603 (199 ) Acquisitions of and dividends paid to non- controlling interests — — — — (21 ) — (21 ) Proceeds from/(repayments of) intercompany financing activities, net — 111 (21 ) 4,204 4,148 (8,442 ) — Net cash (used in)/from financing activities $ (832 ) $ 62 $ 395 $ 4,042 $ 3,397 $ (7,839 ) $ (775 ) (DECREASE)/INCREASE IN CASH AND CASH EQUIVALENTS (3 ) — — (2 ) 358 — 353 Effect of exchange rate changes on cash and cash equivalents — — — — (15 ) — (15 ) CASH AND CASH EQUIVALENTS, BEGINNING OF YEAR 3 — — 2 527 — 532 CASH AND CASH EQUIVALENTS, END OF YEAR $ — $ — $ — $ — $ 870 $ — $ 870 |
Basis of Presentation, Signif_2
Basis of Presentation, Significant Accounting Policies and Recent Accounting Pronouncements (Policies) | 12 Months Ended |
Dec. 31, 2018 | |
Accounting Policies [Abstract] | |
Basis of Presentation | Basis of Presentation The accompanying audited consolidated financial statements of Willis Towers Watson and our subsidiaries are presented in accordance with the rules and regulations of the SEC for annual reports on Form 10-K and are prepared in accordance with U.S. GAAP. All intercompany accounts and transactions have been eliminated in consolidation. We have reclassified certain prior year amounts to conform to the current year presentation. |
Principles of Consolidation | Principles of Consolidation — The accompanying consolidated financial statements include the accounts of Willis Towers Watson and those of our majority-owned and controlled subsidiaries. Intercompany accounts and transactions have been eliminated. We determine whether we have a controlling financial interest in an entity by first evaluating whether the entity is a voting interest entity or a variable interest entity (‘VIE’). Variable interest entities are entities that lack one or more of the characteristics of a voting interest entity and therefore require a different approach in determining which party involved with the VIE should consolidate the entity. With a VIE, either the entity does not have sufficient equity at risk to finance its activities without additional subordinated financial support from other parties, or the equity holders, as a group, do not have the power to direct the activities that most significantly impact its financial performance, the obligation to absorb expected losses of the entity, or the right to receive the expected residual returns of the entity. The entity that has a controlling financial interest in a VIE is referred to as the primary beneficiary and is required to consolidate the VIE. Voting interest entities are entities that have sufficient equity and provide equity investors voting rights that give them the power to make significant decisions related to the entity’s operations. The usual condition for a controlling financial interest in a voting interest entity is ownership of a majority voting interest. Accordingly, we consolidate our voting interest entity investments in which we hold, directly or indirectly, more than 50% of the voting rights. |
Use of Estimates | Use of Estimates — These consolidated financial statements conform to U.S. GAAP, which requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities as well as disclosures of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenue and expenses during the reporting periods. Our estimates, judgments and assumptions are continually evaluated based on available information and experience. Because of the use of estimates inherent in the financial reporting process, actual results could differ from those estimates. Estimates are used when accounting for revenue recognition and related costs, the selection of useful lives of fixed and intangible assets, impairment testing, valuation of billed and unbilled receivables from clients, discretionary compensation, income taxes, pension assumptions, incurred but not reported claims, legal reserves and goodwill and intangible assets. |
Going Concern | Going Concern — Management evaluates at each annual and interim period whether there are conditions or events, considered in the aggregate, that raise substantial doubt about our ability to continue as a going concern within one year after the date that the consolidated financial statements are issued. Management’s evaluation is based on relevant conditions and events that are known and reasonably knowable at the date that the consolidated financial statements are issued. Management has concluded that there are no conditions or events, considered in the aggregate, that raise substantial doubt about our ability to continue as a going concern within one year after the date of these financial statements. |
Fair Value of Financial Instruments | Fair Value of Financial Instruments — The carrying values of our cash and cash equivalents, accounts receivable, accrued expenses, revolving lines of credit and term loans approximate their fair values because of the short maturity and liquidity of those instruments. We consider the difference between carrying value and fair value to be immaterial for our senior notes. The fair value of our senior notes are considered Level 2 financial instruments as they are corroborated by observable market data. See Note 12 — Fair Value Measurements for additional information about our measurements of fair value. 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 values 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 observable information about 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 EBITDA growth for the acquired business. |
Investments in Associates | Investments in Associates Investments are accounted for using the equity method of accounting, included within other non-current assets in the consolidated balance sheets, if the Company has the ability to exercise significant influence, but not control, over the investee. Significant influence is generally deemed to exist if the Company has an equity ownership in the voting stock of the investee between 20 and 50 percent, although other factors, such as representation on the board of directors, the existence of substantive participation rights, and the impact of commercial arrangements, are considered in determining whether the equity method of accounting is appropriate. Under the equity method of accounting, the investment is carried at the cost of acquisition, plus the Company’s equity in undistributed net income since acquisition, less any dividends received since acquisition. The Company periodically reviews its investments in associates for which fair value is less than cost to determine if the decline in value is other than temporary. If the decline in value is judged to be other than temporary, the cost basis of the investment is written down to fair value. The amount of any write-down is included in the consolidated statements of comprehensive income. |
Cash and Cash Equivalents | Cash and Cash Equivalents — Cash and cash equivalents primarily consist of time deposits with original maturities of 90 days or less. In certain of the countries in which we conduct business, we are subject to capital adequacy requirements. Most significantly, Willis Limited, our U.K. brokerage subsidiary regulated by the Financial Conduct Authority, is currently required to maintain $140 million in unencumbered and available financial resources, of which at least $79 million must be in cash, for regulatory purposes. Term deposits and certificates of deposits with original maturities greater than 90 days are considered to be short-term investments. There is no restricted cash included in our cash and cash equivalents balance, as these amounts are included in fiduciary assets. |
Fiduciary Assets and Liabilities | Fiduciary Assets and Liabilities — The Company collects premiums from insureds and, after deducting commissions, remits the premiums to the respective insurers. The Company also collects claims or refunds from insurers on behalf of insureds. Certain of our health and welfare benefits administration outsourcing agreements require us to hold funds on behalf of clients to pay obligations on their behalf. Each of these transactions is reported on our consolidated balance sheet as assets and corresponding liabilities unless such balances are due to or from the same party and a right of offset exists, in which case the balances are recorded net. Fiduciary assets Fiduciary Funds – Unremitted insurance premiums and claims are recorded within fiduciary assets on the consolidated balance sheets. Fiduciary funds are generally required to be kept in certain regulated bank accounts subject to guidelines which emphasize capital preservation and liquidity. Such funds are not available to service the Company’s debt or for other corporate purposes. Notwithstanding the legal relationships with insureds and insurers, the Company is entitled to retain investment income earned on fiduciary funds in accordance with industry custom and practice and, in some cases, as supported by agreements with insureds. The period for which the Company holds such funds is dependent upon the date the insured remits the payment of the premium to the Company, or the date the Company receives refunds from the insurers, and the date the Company is required to forward such payments to the insurer or insured, respectively. Fiduciary receivables – Uncollected premiums from insureds and uncollected claims or refunds from insurers are recorded as fiduciary assets on the consolidated balance sheets. In certain instances, the Company advances premiums, refunds or claims to insurance underwriters or insureds prior to collection. Such advances are made from fiduciary funds and are reflected in the consolidated balance sheets as fiduciary assets. Fiduciary liabilities on the consolidated balance sheets represent the obligations to remit all fiduciary funds and fiduciary receivables to insurers or insureds. |
Accounts Receivable | Accounts Receivable — Accounts receivable includes both billed and unbilled receivables and is stated at estimated net realizable values. Provision for billed receivables is recorded, when necessary, in an amount considered by management to be sufficient to meet probable future losses related to uncollectible accounts. Accrued and unbilled receivables are stated at net realizable value which includes an allowance for accrued and unbillable amounts. See Note 4 — Revenue for additional information about our accounts receivable. |
Income Taxes | Income Taxes — The Company recognizes deferred tax assets and liabilities for the estimated future tax consequences of events attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases and operating and capital loss and tax credit carry forwards. Deferred tax assets and liabilities are measured using enacted rates in effect for the year in which the differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of changes in tax rates is recognized in the consolidated statement of comprehensive income in the period in which the change is enacted. Deferred tax assets are reduced through the establishment of a valuation allowance at such time as, based on available evidence, it is more likely than not that the deferred tax assets will not be realized. The Company adjusts valuation allowances to measure deferred tax assets at the amounts considered realizable in future periods if the Company’s facts and assumptions change. In making such determinations, the Company considers all available positive and negative evidence, including future reversals of existing taxable temporary differences, projected future taxable income, tax planning strategies and the results of recent financial operations. We place more reliance on evidence that is objectively verifiable. Positions taken in the Company’s tax returns may be subject to challenge by the taxing authorities upon examination. The Company recognizes the benefit of uncertain tax positions in the financial statements when it is more likely than not that the position will be sustained on the basis of the technical merits of the position assuming the tax authorities have full knowledge of the position and all relevant facts. Recognition also occurs upon either the lapse of the relevant statute of limitations, or when positions are effectively settled. The benefit recognized is the largest amount of tax benefit that is greater than 50 percent likely to be realized on settlement with the tax authority. The Company adjusts its recognition of uncertain tax benefits in the period in which new information is available impacting either the recognition or measurement of its uncertain tax positions. Such adjustments are reflected as increases or decreases to income taxes in the period in which they are determined. The Company recognizes interest and penalties relating to unrecognized tax benefits within income taxes. See Note 7 — Income Taxes for additional information regarding the Company’s income taxes. |
Foreign Currency | Foreign Currency — Transactions in currencies other than the functional currency of the entity are recorded at the rates of exchange prevailing at the date of the transaction. Monetary assets and liabilities in currencies other than the functional currency are translated at the rates of exchange prevailing at the balance sheet date and the related transaction gains and losses are reported as income or expense in the consolidated statements of comprehensive income. Certain intercompany loans are determined to be of a long-term investment nature. The Company records transaction gains and losses from re-measuring such loans as other comprehensive income in the consolidated statements of comprehensive income. Upon consolidation, the results of operations of subsidiaries and associates whose functional currency is other than the U.S. dollar are translated into U.S. dollars at the average exchange rates and assets and liabilities are translated at year-end exchange rates. Translation adjustments are presented as a separate component of other comprehensive income in the financial statements and are included in net income only upon sale or liquidation of the underlying foreign subsidiary or associated company. |
Derivatives | Derivatives — The Company uses derivative financial instruments for other than trading purposes to alter the risk profile of an existing underlying exposure. Interest rate swaps have been used to manage interest risk exposures. Forward foreign currency exchange contracts are used to manage currency exposures arising from future income and expenses. The fair values of derivative contracts are recorded in other assets and other liabilities in the consolidated balance sheets. The effective portions of changes in the fair value of derivatives that qualify for hedge accounting as cash flow hedges are recorded in other comprehensive income. Amounts are reclassified from other comprehensive income into earnings when the hedged exposure affects earnings. If the derivative is designated and qualifies as an effective fair value hedge, the changes in the fair value of the derivative and of the hedged item associated with the hedged risk are both recognized in earnings. The amount of hedge ineffectiveness recognized in earnings is based on the extent to which an offset between the fair value of the derivative and hedged item is not achieved. Changes in fair value of derivatives that do not qualify for hedge accounting, together with any hedge ineffectiveness on those that do qualify, are recorded in other income, net or interest expense as appropriate. The Company evaluates whether its contracts include clauses or conditions which would be required to be separately accounted for at fair value as embedded derivatives. See Note 10 — Derivative Financial Instruments for additional information about the Company’s derivatives. |
Commitments, Contingencies and Accrued Liabilities | Commitments, Contingencies and Provisions for Liabilities — The Company establishes provisions against various actual and potential claims, lawsuits and other proceedings relating principally to alleged errors and omissions in the ordinary course of business. Such provisions cover claims that have been reported but not paid and also unasserted claims and related legal fees. These provisions are established based on actuarial estimates together with individual case reviews and are believed to be adequate in light of current information and legal advice. In certain cases, where a range of loss exists, we accrue the minimum amount in the range if no amount within the range is a better estimate than any other amount. To the extent such losses can be recovered under the Company’s insurance programs, estimated recoveries are recorded when losses for insured events are recognized and the recoveries are likely to be realized. Significant management judgment is required to estimate the amounts of such unasserted claims and the related insurance recoveries. The Company analyzes its litigation exposure based on available information, including consultation with outside counsel handling the defense of these matters, to assess its potential liability. These contingent liabilities are not discounted. See Note 14 — Commitments and Contingencies and Note 15 — Supplementary Information for Certain Balance Sheet Accounts for additional information about our commitments, contingencies and provisions for liabilities. |
Share-Based Compensation | Share-Based Compensation — The Company has equity-based compensation plans that provide for grants of restricted stock units and stock options to employees and non-employee directors of the Company. Additionally, the Company has cash-settled share-based compensation plans that provide for grants to employees. The Company expenses equity-based compensation, which is included in Salaries and benefits in the consolidated statements of comprehensive income, primarily on a straight-line basis over the requisite service period. The significant assumptions underlying our expense calculations include the fair value of the award on the date of grant, the estimated achievement of any performance targets and estimated forfeiture rates. The awards under equity-based compensation are classified as equity and are included as a component of equity on the Company’s consolidated balance sheets, as the ultimate payment of such awards will not be achieved through use of the Company’s cash or other assets. For the cash-settled share-based compensation, the Company recognizes a liability for the fair-value of the awards as of each reporting date included within other non-current liabilities in the consolidated balance sheets. Expense is recognized over the service period, and as the liability is remeasured at the end of each reporting period, changes in fair value are recognized as compensation cost within Salaries and benefits in the consolidated statements of comprehensive income. The significant assumptions underlying our expense calculations include the estimated achievement of any performance targets and estimated forfeiture rates. See Note 18 — Share-based Compensation for additional information about the Company’s share-based compensation. |
Fixed Assets | Fixed Assets — Fixed assets are stated at cost less accumulated depreciation. Expenditures for improvements are capitalized; repairs and maintenance are charged to expense as incurred. Depreciation is computed primarily using the straight-line method based on the estimated useful lives of assets. Depreciation on internally-developed software is amortized over the estimated useful life of the asset ranging from 3 to 10 years. Buildings include assets held under capital leases and are depreciated over the lesser of 50 years, the asset lives or the lease terms. Depreciation on leasehold improvements is calculated over the lesser of the useful lives of the assets or the remaining lease terms. Depreciation on furniture and equipment is calculated based on a range of 3 to 10 years. Land is not depreciated. |
Operating Leases | Operating Leases — Rentals payable on operating leases are charged on a straight-line basis to Other operating expenses in the consolidated statements of comprehensive income over the lease terms. |
Goodwill and Other Intangible Assets | Goodwill and Other Intangible Assets — In applying the acquisition method of accounting for business combinations, amounts assigned to identifiable assets and liabilities acquired were based on estimated fair values as of the date of acquisition, with the remainder recorded as goodwill. Intangible assets are initially valued at fair value using generally accepted valuation methods appropriate for the type of intangible asset. Intangible assets with definite lives are amortized over their estimated useful lives and are reviewed for impairment if indicators of impairment arise. Intangible assets with indefinite lives are tested for impairment annually as of October 1, and whenever indicators of impairment exist. The fair values of intangible assets are compared with their carrying values, and an impairment loss would be recognized for the amount by which a carrying amount exceeds its fair value. Acquired intangible assets are amortized over the following periods: Amortization basis Expected life (years) Client relationships In line with underlying cash flows 5 to 20 Software In line with underlying cash flows or straight-line basis 4 to 7 Product In line with underlying cash flows 17.5 Trademark and trade name Straight-line basis 14 to 25 Favorable agreements Straight-line basis 7 Management contracts Straight-line basis 18 Goodwill is tested for impairment annually as of October 1, and whenever indicators of impairment exist. Goodwill is tested at the reporting unit level, and the Company had nine reporting units as of October 1, 2018. In the first step of the impairment test, the fair value of each reporting unit is compared with its carrying value, including goodwill. If the carrying value of a reporting unit exceeds its fair value, the amount of an impairment loss, if any, is calculated in the second step of the impairment test by comparing the implied fair value of reporting unit goodwill with the carrying amount of that goodwill. The Company’s goodwill impairment tests for the years ended December 31, 2018 and 2017 have not resulted in any impairment charges. See Note 9 — Goodwill and Other Intangible Assets for additional information about our goodwill and other intangible assets. |
Pensions | Pensions — The Company has multiple defined benefit pension and defined contribution plans. The net periodic cost of the Company’s defined benefit plans is measured on an actuarial basis using various methods and actuarial assumptions. The most significant assumptions are the discount rates (calculated using the granular approach to calculating service and interest cost) and the expected long-term rates of return on plan assets. Other material assumptions include rates of participant mortality, the expected long-term rates of compensation and pension increases and rates of employee termination. Gains and losses occur when actual experience differs from actuarial assumptions. If such gains or losses exceed ten percent of the greater of the market-related value of plan assets or the projected benefit obligation, the Company amortizes those gains or losses over the average remaining service period or average remaining life expectancy, as appropriate, of the plan participants. In accordance with U.S. GAAP, the Company records on its consolidated balance sheets the funded status of its pension plans based on the projected benefit obligation. Contributions to the Company’s defined contribution plans are recognized as incurred. Differences between contributions payable in the year and contributions actually paid are shown as either other assets or other liabilities in the consolidated balance sheets. See Note 13 — Retirement Benefits for additional information about our pensions. |
Revenue Recognition | Revenue Recognition (effective from January 1, 2018) — The following policies were effective for the 2018 fiscal year as a result of the adoption, on January 1, 2018, of ASC 606, (‘ASC 606’). The revenue recognition policies in effect prior to 2018 are reflected in the next section. We recognize revenue from a variety of services, with broking, consulting and outsourced administration representing our most significant offerings. All other revenue streams, which can be recognized at either point in time or over time, are individually less significant and are grouped in Other in our revenue disaggregation disclosures in Note 4 — Broking — Representing approximately 48% of customer contract revenue for the year ended December 31, 2018, in our broking arrangements, we earn revenue by acting as an intermediary in the placement of effective insurance policies. Generally, we act as an agent and view our client to be the party looking to obtain insurance coverage for various risks, or an employer or sponsoring organization looking to obtain insurance coverage for its employees or members. Also, we act as an agent in reinsurance broking arrangements where our client is the party looking to cede risks to the reinsurance markets. Our primary performance obligation under the majority of these arrangements is to place an effective insurance or reinsurance policy, but there can also be significant post-placement obligations in certain contracts to which we need to allocate revenue. The most common of these is for claims handling or call center support. The revenue recognition method for these, after the relative fair value allocation, is described further as part of the ‘Outsourced Administration’ description below. Due to the nature of the majority of our broking arrangements, no single document constitutes the contract for ASC 606 purposes. Our services may be governed by a mixture of different types of contractual arrangements depending on the jurisdiction or type of coverage, including terms of business agreements, broker-of-record letters, statements of work or local custom and practice. This is then confirmed by the client’s acceptance of the underlying insurance contract. Prior to the policy inception date, the client has not accepted nor formally committed to perform under the arrangement (i.e. pay for the insurance coverage in place). Therefore in the majority of broking arrangements, the contract date is the date the insurance policy incepts. However, in certain instances such as Medicare broking or Affinity arrangements, where the employer or sponsoring organization is our customer, client acceptance of underlying individual policy placements is not required, and therefore the date at which we have a contract with a customer is not dependent upon placement. As noted, our primary performance obligations typically consist of only the placement of an effective insurance policy which precedes the inception date of the policy. Therefore, most of our fulfillment costs are incurred before we can recognize revenue, and are thus deferred during the pre-placement process. Where we have material post-placement services obligations, we estimate the relative fair value of the post-placement services using either the expected cost-plus-margin or the market assessment approach. Fees for our broking services consist of commissions or fees negotiated in lieu of commissions. At times, we may receive additional income for performing these services from the insurance and reinsurance carriers’ markets, which is collectively referred to as ‘market derived income’. In situations in which our fees are not fixed but are variable, we must estimate the likely commission per policy, taking into account the likelihood of cancellation before the end of the policy. For Medicare broking, Affinity arrangements and proportional treaty reinsurance broking, the commissions to which we will be entitled can vary based on the underlying individual insurance policies that are placed. For Medicare broking and proportional treaty reinsurance broking in particular, we base the estimates of transaction prices on supportable evidence from an analysis of past transactions, and only include amounts that are probable of being received or not refunded (referred to as applying ‘constraint’ under ASC 606). This is an area requiring significant judgment and results in us estimating a transaction price that may be significantly lower than the ultimate amount of commissions we may collect. The transaction price is then adjusted over time as we receive confirmation of our remuneration through receipt of treaty statements, or as other information becomes available. We recognize revenue for most broking arrangements as of a point in time at the later of the policy inception date or when the policy placement is complete, because this is viewed as the date when control is transferred to the client. For Medicare broking, we recognize revenue over time, as we stand ready under our agreements to place retiree Medicare coverage. For this type of broking arrangement, we recognize the majority of our placement revenue in the fourth quarter of the calendar year when the majority of the placement or renewal activity occurs. Consulting — We earn revenue for advisory and consulting work that may be structured as different types of service offerings, including annual recurring projects, projects of a short duration or stand-ready obligations. Collectively, our consulting arrangements represent approximately 34% of customer contract revenue for the year ended December 31, 2018. We have engagement letters with our clients that specify the terms and conditions upon which the engagements are based. These terms and conditions can only be changed upon agreement by both parties. In assessing our performance obligations, our consulting work is typically highly integrated, with the various promised services representing inputs of the combined overall output. We view these arrangements to represent a single performance obligation. To the extent we do not integrate our services, as is the case with unrelated services that may be sourced from different areas of our business, we consider these separate performance obligations. Fee terms can be in the form of fixed-fees (including fixed-fees offset by commissions), time-and-expense fees, commissions, per-participant fees, or fees based on assets under management. Payment is typically due on a monthly basis as we perform under the contract, and we are entitled to be reimbursed for work performed to date in the event of termination. The majority of our revenue from these consulting engagements is recognized over time, either because our clients are simultaneously receiving and consuming the benefits of our services, or because we have an enforceable right to payment for performance rendered to date. Additionally, from time to time, we may be entitled to an additional fee based on achieving certain performance criteria. To the extent that we cannot estimate with reasonable assurance the likelihood that we will achieve the performance target, we will ‘constrain’ this portion of the transaction price and recognize it when or as the uncertainty is resolved. We use different progress measures to determine our revenue depending on the nature of the engagement: • Annual recurring projects and projects of short duration. These projects are typically straightforward and highly predictable in nature with either time-and-expense or fixed fee terms. Time-and-expense fees are recognized as hours or expenses are incurred using the ‘right to invoice’ practical expedient allowed under ASC 606. For fixed-fee arrangements, to the extent estimates can be made of the remaining work required under the arrangement, revenue is based upon the proportional performance method, using the value of labor hours compared to the estimated total value of labor hours. We believe that cost represents a faithful depiction of transfer of value because the completion of these performance obligations is based upon the professional services of employees of differing experience levels and thereby costs. It is appropriate that satisfaction of these performance obligations considers both the number of hours incurred by each employee and the value of each labor hour worked (as opposed to simply the hours worked). • Stand-ready obligations. These projects consist of repetitive monthly or quarterly services performed consistently each period. As none of the activities provided under these services are performed at specified times and quantities, but at the discretion of each customer, our obligation is to stand ready to perform these services on an as-needed basis. These arrangements represent a ‘series’ performance obligation in accordance with ASC 606. Each time increment (i.e. each month or quarter) of standing ready to provide the overall services is distinct and the customer obtains value from each period of service independent of the other periods of service. Where we recognize revenue on a proportional performance basis, the amount we recognize is affected by a number of factors that can change the estimated amount of work required to complete the project such as the staffing on the engagement and/or the level of client participation. Our periodic engagement evaluations require us to make judgments and estimates regarding the overall profitability and stage of project completion that, in turn, affect how we recognize revenue. We recognize a loss on an engagement when estimated revenue to be received for that engagement is less than the total estimated costs associated with the engagement. Losses are recognized in the period in which the loss becomes probable and the amount of the loss is reasonably estimable. Outsourced Administration — We provide customized benefits outsourcing and co-sourcing solutions services in relation to the administration of defined benefit, defined contribution, and health and welfare plans. These plans are sponsored by our clients to provide benefits to their active or retired employees. Additionally, these services include operating call centers, and may include providing access to, and managing a variety of consumer-directed savings accounts. The operation of call centers and consumer-directed accounts can be provisioned as part of an ongoing administration or solutions service, or separately as part of a broking arrangement. The products and services available to all clients are the same, but the selections by the client can vary and portray customized products and services based on the customer’s specific needs. Our services often include the use of proprietary systems that are configured for each of our clients’ needs. In total, our outsourced administration services represent approximately 12% of customer contract revenue for the year ended December 31, 2018. These contracts typically consist of an implementation phase and an ongoing administration phase: • Implementation phase. Work performed during the implementation phase is considered a set-up activity because it does not transfer a service to the customer, and therefore costs are deferred during this phase of the arrangement. Since these arrangements are longer term in nature and subject to more changes in scope as the project progresses, our contracts generally provide that if the client terminates a contract, we are entitled to an additional payment for services performed through the termination date designed to recover our up-front costs of implementation. • Ongoing administration phase. The ongoing administration phase includes a variety of plan administration services, system hosting and support services. More specifically, these services include data management, calculations, reporting, fulfillment/communications, compliance services, call center support, and in our health and welfare arrangements, annual onboarding and enrollment support. While there are a variety of activities performed, the overall nature of the obligation is to provide an integrated outsourcing solution to the customer. The arrangement represents a stand-ready obligation to perform these activities on an as-needed basis. The customer obtains value from each period of service, and each time increment (i.e., each month, or each benefits cycle in our health and welfare arrangements) is distinct and substantially the same. Accordingly, the ongoing administration services represent a ‘series’ in accordance with ASC 606 and are deemed one performance obligation. We have engagement letters with our clients that specify the terms and conditions upon which the engagements are based. These terms and conditions can only be changed upon agreement by both parties. Fees for these arrangements can be fixed, per-participant-per-month, or in the case of call center services provided in conjunction with our broking services, an allocation based on commissions. Our fees are not typically payable until the commencement of the ongoing administration phase. However, in our health and welfare arrangements, we begin transferring services to our customers approximately four months prior to payments being due as part of our annual onboarding and enrollment work. Although our per-participant-per-month and commission-based fees are considered variable, they are typically predictable in nature, and therefore we generally do not ‘constrain’ any portion of our transaction price estimates. Once fees become payable, payment is typically due on a monthly basis as we perform under the contract, and are entitled to be reimbursed for work performed to date in the event of termination. Revenue is recognized over time as the services are performed because our clients are simultaneously receiving and consuming the benefits of our services. For our health and welfare arrangements where each benefits cycle represents a time increment under the series guidance, revenue is recognized based on proportional performance. We use an input measure (value of labor hours worked) as the measure of progress. Given that the service is stand-ready in nature, it can be difficult to predict the remaining obligation under the benefits cycle. Therefore, the input measure is based on the historical effort expended each month, which is measured as labor cost. This results in slightly more revenue being recognized during periods of annual onboarding since we are performing both our normal monthly services and our annual services during this portion of the benefits cycle. For all other outsourced administration arrangements where a month represents our time increment under the series guidance, we allocate transaction price to the month we are performing our services. Therefore, the amount recognized each month is the variable consideration related to that month plus the fixed monthly or annual fee. The fixed monthly or annual fee is recognized on a straight-line basis. Revenue recognition for these types of arrangements is therefore more consistent throughout the year. Reimbursed expenses — Client reimbursable expenses, including those relating to travel, other out-of-pocket expenses and any third-party costs, are included in revenue, and an equivalent amount of reimbursable expenses is included in other operating expenses as a cost of revenue as incurred. Reimbursed expenses represented approximately 1% of customer contract revenue for the year ended December 31, 2018. Taxes collected from customers and remitted to government authorities are recorded net and are excluded from revenue. Revenue Recognition (effective before January 1, 2018) Revenue included insurance commissions, fees in lieu of commission, fees for consulting services rendered, hosted and delivered software, survey sales, interest and other income. Revenue recognized in excess of billings was recorded as unbilled accounts receivable. Cash collections in excess of revenue recognized were recorded as deferred revenue until the revenue recognition criteria were met. Client reimbursable expenses, including those relating to travel, other out-of-pocket expenses and any third-party costs, were included in revenue, and an equivalent amount of reimbursable expenses was included in other operating expenses as a cost of revenue. Taxes collected from customers and remitted to government authorities were recorded net and were excluded from revenue. Commissions revenue. Brokerage commissions and fees negotiated in lieu of commissions were recognized at the later of the policy inception date or when the policy placement was complete. In situations in which our fees were not fixed and determinable due to the uncertainty of the commission fee per policy, we recognized revenue as the fees were determined. Commissions on additional premiums and adjustments were recognized when approved by or agreed between the parties and collectability was reasonably assured. Consulting revenue. The majority of our consulting revenue consisted of fees earned from providing consulting services. We recognized revenue from these consulting engagements when hours were worked, either on a time-and-expense basis or on a fixed-fee basis, depending on the terms and conditions defined at the inception of an engagement with a client. We had engagement letters with our clients that specified the terms and conditions upon which the engagements were based. These terms and conditions could only be changed upon agreement by both parties. Individual billing rates were principally based on a multiple of salary and compensation costs. Revenue for fixed-fee arrangements was based upon the proportional performance method to the extent estimates could be made of the remaining work required under the arrangement. If we did not have sufficient information to estimate proportional performance, we recognized the fees straight-line over the contract period. We typically had four types of fixed-fee arrangements: annual recurring projects, projects of a short duration, stand-ready obligations and non-recurring system projects. • Annual recurring projects and projects of short duration. These projects were typically straightforward and highly predictable in nature. As a result, the project manager and financial staff were able to identify, as the project status was reviewed and bills were prepared monthly, the occasions when cost overruns could lead to the recording of a loss accrual. • Stand-ready obligations. Where we were entitled to fees (whether fixed or variable based on assets under management or a per-participant per-month basis) regardless of the hours, we generally recognized this revenue on either a straight-line basis or as the variable fees were calculated. • Non-recurring system projects. These projects were longer in duration and subject to more changes in scope as the project progressed. Certain software or outsourced administration contracts generally provided that if the client terminated a contract, we were entitled to an additional payment for services performed through termination designed to recover our up-front cost of implementation. Revenue recognition for fixed-fee engagements was affected by a number of factors that changed the estimated amount of work required to complete the project such as changes in scope, the staffing on the engagement and/or the level of client participation. The periodic engagement evaluations required us to make judgments and estimates regarding the overall profitability and stage of project completion that, in turn, affected how we recognized revenue. We recognized a loss on an engagement when estimated revenue to be received for that engagement was less than the total estimated costs associated with the engagement. Losses were recognized in the period in which the loss became probable and the amount of the loss was reasonably estimable. Hosted software. We develop various software programs and technologies that we provide to clients in connection with consulting services. In most instances, such software is hosted and maintained by us and ownership of the technology and rights to the related code remain with us. We deferred costs for software developed to be utilized in providing services to a client, but for which the client did not have the contractual right to take possession, during the implementation stage. We recognized these deferred costs from the go-live date, signaling the end of the implementation stage, until the end of the initial term of the contract with the client. We determined that the system implementation and customized ongoing administrative services were one combined service. Revenue was recognized over the service period, after the go-live date, on a straight-line basis. As a result, we did not recognize revenue during the implementation phase of an engagement. Delivered software. We deliver software under arrangements with clients who take possession of our software. The maintenance associated with the initial software fees is a fixed percentage which enabled us to determine the stand-alone value of the delivered software separate from the maintenance. We recognized the initial software fees as software was delivered to the client, and we recognized the maintenance fees ratably over the contract period based on each element’s relative fair value. For software arrangements in which initial fees were received in connection with mandatory maintenance for the initial software license to remain active, we determined that the initial maintenance period was substantive. Therefore, we recognized the fees for the initial license and maintenance bundle ratably over the initial contract term, which was generally one year. Each subsequent renewal fee was recognized ratably over the contractually-stated renewal period. Surveys. We collect, analyze and compile data in the form of surveys for our clients who have the option of participating in the survey. The surveys are published online via a web tool that provides simplistic functionality. We determined that the web tool was inconsequential to the overall arrangement. We recorded the survey revenue when the results were delivered online and made available to our clients who had a contractual right to the data. If the data was updated more frequently than annually, we recognized the survey revenue ratably over the contractually-stated period. Interest income Interest income is recognized as earned. Other income Other income includes gains on disposal of intangible assets, which primarily arise from settlements through enforcing non-compete agreements in the event of losing accounts through producer defection or the disposal of books of business. Cost to obtain or fulfill contracts (effective from January 1, 2018) Costs to obtain customers include commissions for brokers under specific agreements that would not be incurred without a contract being signed and executed. The Company has elected to apply the ASC 606 ‘practical expedient’ which allows us to expense these costs as incurred if the amortization period related to the resulting asset would be one year or less. The Company has no significant instances of contracts that would be amortized for a period greater than a year, and therefore has no contract costs capitalized for these arrangements. Costs to fulfill include costs incurred by the Company that are expected to be recovered within the expected contract period. The costs associated with our system implementation activities and consulting contracts are recorded through time entry. For our broking business, the Company must estimate the fulfillment costs incurred during the pre-placement of the broking contracts. These judgments include: • which activities in the pre-placement process should be eligible for capitalization; • the amount of time and effort expended on those pre-placement activities; • the amount of payroll and related costs eligible for capitalization; and, • the monthly timing of underlying insurance and reinsurance policy inception dates. We amortize costs to fulfill over the period we receive the related benefits. For broking pre-placement costs, this is typically less than a year. In our system implementation and consulting arrangements, we include the likelihood of contract renewals in our estimate of the amortization period, resulting in most costs being amortized for a greater length of time than the initial contract term. |
Recent Accounting Pronouncements | Recent Accounting Pronouncements Not yet adopted Leases Leases As a result of finalizing and analyzing our inventory of lease agreements to determine the full impact this standard will have on the consolidated financial statements, processes and systems, the Company has determined the following: • The Company will adopt the standard using the modified retrospective approach whereby it will recognize a transition adjustment at the effective date of ASC 842, January 1, 2019, rather than at the beginning of the earliest comparative period presented. • We will reflect additional operating lease liabilities at the transition date of approximately $1.2 billion, as well as right-of-use assets of approximately $1.0 billion and an immaterial adjustment to retained earnings. • We have assessed the transition practical expedients available under the guidance and, in addition to selecting the modified retrospective transition approach as noted above, we have made the following elections: o Practical expedient package - We have elected this package, and therefore we will not reassess lease classification for our existing or expired leases, whether any existing or expired contracts contain a lease, or our treatment of any initial direct costs. o Hindsight practical expedient – We have elected this practical expedient, and therefore will not revisit our estimate of lease terms upon transition to ASC 842. o Short-term lease exemption – We have elected this exemption, and will therefore not recognize any right-of-use assets or liabilities for short-term leases (generally defined as having a term of 12 months or less) on our consolidated balance sheet. o Separation of lease and non-lease components – We have elected the practical expedient to not separate the cash flows associated with lease and non-lease components in our lease accounting and resulting amounts recorded in our consolidated financial statements. • Additionally, to prepare for the other required disclosures and new accounting treatment, the Company has implemented additional tools for its lease accounting and data collection processes, which were in place and effective on January 1, 2019. In January 2017, the FASB issued ASU No. 2017-04, Simplifying the Test for Goodwill Impairment In August 2017, the FASB issued ASU No. 2017-12, Derivatives and Hedging: Targeted Improvements to Accounting for Hedging Activities In February 2018, the FASB issued ASU No. 2018-02, Income Statement - Reporting Comprehensive Income: Reclassification of Certain Tax Effects from Accumulated Other Comprehensive Income, In August 2018, the FASB issued two ASU’s as part of its disclosure framework project. The focus of this project is to improve the effectiveness of disclosures in the notes to the financial statements by facilitating clear communication of the information required by GAAP that is most important to users of an entity’s financial statements. Both of these ASU’s remove certain disclosure requirements and add or modify other requirements. The two ASU’s are as follows: • ASU No. 2018-13, Disclosure Framework—Changes to the Disclosure Requirements for Fair Value Measurement – • ASU No. 2018-14, Disclosure Framework—Changes to the Disclosure Requirements for Defined Benefit Plans Adopted In August 2018, the FASB issued ASU No. 2018-15, Customer’s Accounting for Implementation Costs Incurred in a Cloud Computing Arrangement That Is a Service Contract, Intangibles—Goodwill and Other—Internal-Use Software In August 2018, the SEC issued a final rule that amended certain of its disclosure requirements that have become redundant, duplicative or superseded in light of other SEC disclosure requirements, changes in U.S. GAAP, or other information that has become widely available. As part of the SEC’s overall effort to improve the effectiveness of financial reporting requirements, the amendments contained in the final rule were intended to facilitate the disclosure of information to investors and simplify compliance without significantly altering the total mix of information provided to investors. Certain amendments affect this Annual Report on Form 10-K, while others were reflected initially in our Quarterly Report on Form 10-Q filed on November 2, 2018. Specifically, the final rule changes to annual requirements which have been reflected in this Form 10-K include the elimination of the ratio of earnings to fixed charges schedule, as well as changes to the market price information and geographic data contained in Parts I and II of this Form 10-K. None of these changes have a significant impact to our Form 10-K. In May 2014, the FASB issued ASU No. 2014-09, Revenue From Contracts With Customers — In March 2017, the FASB issued ASU No. 2017-07, Improving the Presentation of Net Periodic Pension Cost and Net Periodic Postretirement Benefit Cost In May 2017, the FASB issued ASU No. 2017-09, Stock Compensation - Scope of Modification Accounting In August 2016, the FASB issued ASU No. 2016-15, Statement of Cash Flows - Classification of Certain Cash Receipts and Cash Payments |
Basis of Presentation, Signif_3
Basis of Presentation, Significant Accounting Policies and Recent Accounting Pronouncements (Tables) | 12 Months Ended |
Dec. 31, 2018 | |
Accounting Policies [Abstract] | |
Schedule of Finite-Lived Intangible Assets Acquired as Part of Business Combination | Acquired intangible assets are amortized over the following periods: Amortization basis Expected life (years) Client relationships In line with underlying cash flows 5 to 20 Software In line with underlying cash flows or straight-line basis 4 to 7 Product In line with underlying cash flows 17.5 Trademark and trade name Straight-line basis 14 to 25 Favorable agreements Straight-line basis 7 Management contracts Straight-line basis 18 |
Merger Acquisitions and Dives_2
Merger Acquisitions and Divestitures (Tables) | 12 Months Ended |
Dec. 31, 2018 | |
Business Combinations [Abstract] | |
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 |
Revenue (Tables)
Revenue (Tables) | 12 Months Ended |
Dec. 31, 2018 | |
Revenue From Contract With Customer [Abstract] | |
Schedule Of Effect Of ASC 606 On Financial Statements | The cumulative effect of the changes made to our consolidated January 1, 2018 balance sheet for the adoption of ASC 606 were as follows: Balance Sheet Balance at December 31, 2017 Adjustments due to ASC 606 Balance at January 1, 2018 ASSETS Accounts receivable, net $ 2,246 $ 309 a $ 2,555 Prepaid and other current assets 430 89 b 519 Fixed assets, net 985 (83 ) c 902 Other non-current assets 447 39 c 486 LIABILITIES Deferred revenue and accrued expenses 1,711 (74 ) d 1,637 Deferred tax liabilities 615 99 e 714 Provision for liabilities 558 12 f 570 EQUITY Retained earnings 1,104 317 g 1,421 In accordance with the modified retrospective adoption requirements of ASC 606, the following disclosures represent the impact of adoption on our consolidated statement of comprehensive income, balance sheet and statement of cash flows: Year Ended December 31, 2018 Statement of Comprehensive Income As Reported Balances Without Adoption of ASC 606 Effect of Change Revenue $ 8,513 $ 8,613 $ (100 ) h Costs of providing services Salaries and benefits 5,123 5,098 25 i Depreciation 208 235 (27 ) i Income from operations 809 907 (98 ) INCOME FROM OPERATIONS BEFORE INCOME TAXES 851 949 (98 ) Provision for income taxes (136 ) (154 ) 18 j NET INCOME 715 795 (80 ) NET INCOME ATTRIBUTABLE TO WILLIS TOWERS WATSON 695 775 (80 ) EARNINGS PER SHARE Basic earnings per share $ 5.29 $ 5.90 $ (0.61 ) Diluted earnings per share $ 5.27 $ 5.87 $ (0.60 ) As of December 31, 2018 Balance Sheet As Reported Balances Without Adoption of ASC 606 Effect of Change ASSETS Accounts receivable, net $ 2,379 $ 2,198 $ 181 a Prepaid and other current assets 404 302 102 b Fixed assets, net 942 1,051 (109 ) c Other non-current assets 467 419 48 c LIABILITIES Deferred revenue and accrued expenses 1,647 1,754 (107 ) d Other current liabilities 864 863 1 e Deferred tax liabilities 559 479 80 e Provision for liabilities 540 529 11 f EQUITY Retained earnings 1,201 964 237 g Year Ended December 31, 2018 Statement of Cash Flows As Reported Balances Without Adoption of ASC 606 Effect of Change Net cash from operating activities $ 1,288 $ 1,338 $ (50 ) k Capitalized software costs (54 ) (104 ) 50 k Explanation of Changes The adoption of ASC 606 had the following impacts to our balance sheets at January 1, 2018 and December 31, 2018: a. Accounts receivable, net, now includes receivables that have been billed, not yet billed and short-term contract assets. This adjustment is the result of the cumulative adjustments to revenue that have not yet been collected from our customers, but are expected to be collected within the next twelve months. The most significant increases to this balance result from revenue acceleration under ASC 606 for Medicare and proportional treaty broking commissions. b. Prepaid and other current assets include the impact of costs deferred in connection with our broking pre-placement activities. These costs are being deferred while the related pre-placement work is performed, and amortized as the related revenue is recognized, typically upon policy inception. Since the amortization period associated with these fulfillment costs is less than one year, these deferred costs have been classified as a current asset. c. Prior to the adoption of ASC 606, costs that we deferred related to certain system implementation activities had been included in fixed assets, net. These costs, adjusted based on the guidance in ASC 606, have now been included in other non-current assets. Additionally we have included less significant impacts of adjustments to deferred tax assets and have classified non-current contract assets within non-current assets. d. Deferred revenue has been adjusted primarily to reflect revenue acceleration in our Medicare broking business. Additional adjustments were included to accelerate the license component of certain software arrangements and to net deferred revenue with contract assets. e. Other current liabilities, which include current taxes payable, and deferred tax liabilities, have been adjusted for the tax effects of the individual changes resulting from the adoption of ASC 606. The income tax expense was calculated based on the U.S. and foreign statutory rates applicable to adjustments made. Where applicable, a U.S. statutory rate of 21% was used. f. Provision for liabilities has been adjusted for additional reserves for long-term post-placement obligations in our broking business. g. Retained earnings has been adjusted for the net impact of the adoption of ASC 606. See the discussion of the significant pre-tax changes by revenue in the following section. The following changes are now reflected in our consolidated statements of comprehensive income for the year ended December 31, 2018. Each description also includes a discussion of the impact to retained earnings as of the adoption date. Retained Earnings Increase/(Decrease) at January 1, 2018 Increase/(Decrease) for the Year Ended December 31, 2018 Revenue adjustments Medicare broking $ 311 $ (38 ) Proportional treaty reinsurance broking 50 2 Health and benefits broking — (57 ) Other adjustments 28 (7 ) Total adjustments related to revenue 389 (100 ) Cost adjustments System implementation activities (46 ) 6 Other cost adjustments 75 (8 ) Total adjustments related to costs 29 (2 ) Tax effect (101 ) (18 ) Total net adjustments $ 317 $ (80 ) h. Revenue was adjusted for the following significant changes: • Medicare broking — The majority of revenue recognition for this offering, within our Individual Marketplace business, has moved from monthly ratable recognition over the policy period, to recognition upon placement of the policy. Consequently, the Company will now recognize approximately two-thirds of one calendar year of expected commissions during its fourth quarter of the preceding calendar year. The remainder of the revenue is recognized consistently with methods used prior to the adoption of ASC 606. Therefore, at the adoption date, we have reflected a $271 million pre-tax increase to retained earnings for the portion of the revenue that would otherwise have been recognized during our 2018 calendar year since our earnings process was largely completed during the fourth quarter of 2017. Additionally, we have reflected a $40 million pretax adjustment to increase retained earnings related to previously deferred contingent revenue from placements made prior to 2018 because the earnings process was complete under ASC 606. During the year ended December 31, 2018, the accounting for this revenue stream under ASC 606 represented a reduction of revenue from ASC 605, Revenue Recognition (‘ASC 605’) accounting methods of $38 million. • Proportional treaty reinsurance broking — The revenue recognition for proportional treaty reinsurance broking commissions, within our Investment, Risk and Reinsurance segment, has moved from recognition upon the receipt of the monthly or quarterly treaty statements from the ceding insurance carriers, to the recognition of an estimate of expected commissions upon the policy effective date. Since the majority of revenue recognized historically based on these monthly or quarterly statements was received over a two-year period, we reflected a $50 million pretax increase to retained earnings at the adoption date for the portion of revenue that would otherwise have been recognized during our 2018 calendar year related to policies effective in 2017 or prior years. For the year ended December 31, 2018, this accounting change resulted in a revenue increase of $2 million related to this adjustment • Health and benefits broking — Revenue for certain Health and Benefits broking arrangements, in our Human Capital and Benefits segment, will now be recognized evenly over the year to reflect the nature of the ongoing obligations to our customers as well as receipt of the monthly commissions. These contracts are monthly or annual in nature, and are considered complete as of the transition date. Therefore, no retained earnings adjustment is required. The total effect to revenue as a result of this accounting change for the year ended December 31, 2018 was a decrease of $57 million • Other adjustments — Certain other revenue changes with individually less significant adjustments were made to retained earnings as of the adoption date totaling a net $28 million. The cumulative change to revenue for the year ended December 31, 2018 for other revenue streams not discussed above resulting from the ASC 606 adoption was a decrease of $7 million i . Salaries and benefits and depreciation expense have been impacted by the guidance for deferred costs. Our accounting for these deferred costs has changed for certain revenue streams with system implementation activities, and other types of arrangements with associated costs, that now meet the criteria for cost deferral under ASC 606: • System implementation activities — For those portions of the business that previously deferred costs, the length of time over which we amortize those costs will extend to a longer estimated contract term. For 2017 and prior years, these costs were amortized over a typical period of 3-5 years in accordance with the initial stated terms of the customer agreements. Additionally, the composition of deferred costs has been adjusted to reflect the guidance in ASC 606. A reduction adjustment to retained earnings of $46 million was recorded on the adoption date to reflect these changes. Further, the amortization of the costs are no longer classified as depreciation expense, but rather included in salaries and benefits. These adjustments resulted in an increase in expense of $6 million for the year ended December 31, 2018 • Other cost adjustments — This guidance now applies to our broking arrangements and certain consulting engagements. While the costs deferred for our broking arrangements will typically be amortized within one year, costs now deferred related to certain consulting arrangements will be amortized over a longer term. We have increased pre-tax retained earnings by $75 million, primarily to reflect the total changes to contract costs as of the adoption date. For the year ended December 31, 2018, these changes resulted in a decrease in expense of $8 million j. The provision for income taxes for the year ended December 31, 2018 was $18 million lower than our provision on an ASC 605 basis. The income tax expense was calculated based on the U.S. and foreign statutory rates applicable to adjustments made. Where applicable, a U.S. statutory rate of 21% was used. There was a $101 million net tax reduction to retained earnings upon adoption of ASC 606 The following changes are now reflected in our consolidated statement of cash flows for the year ended December 31, 2018. k. As part of the changes in accounting for deferred costs, amounts capitalized relating to system implementation activities are now classified as operating cash flows. Prior to 2018, those costs capitalized under previous guidance were included in Capitalized software costs as an investing cash outflow. |
Disaggregation of Revenue | The following table presents revenue by service offering and segment, as well as a reconciliation to total revenue for the year ended December 31, 2018. Along with reimbursable expenses and other, total revenue by service offering represents our revenue from customer contracts. See Note 5 — Year ended December 31, 2018 HCB CRB IRR BDA Corporate ( i ) Total Broking $ 266 $ 2,578 $ 905 $ 272 $ — $ 4,021 Consulting 2,224 163 430 — 13 2,830 Outsourced administration 484 65 — 486 — 1,035 Other 235 9 185 — 4 433 Total revenue by service offering 3,209 2,815 1,520 758 17 8,319 Reimbursable expenses and other ( i ) 62 — 8 7 17 94 Total revenue from customer contracts $ 3,271 $ 2,815 $ 1,528 $ 765 $ 34 $ 8,413 Interest and other income (ii) 24 37 36 — 3 100 Total revenue $ 3,295 $ 2,852 $ 1,564 $ 765 $ 37 $ 8,513 _________ ( i ) Reimbursable expenses and other, as well as Corporate revenue, are excluded from segment revenue, but included in total revenue on the consolidated statements of comprehensive income (ii) Interest and other income is included in segment revenue and total revenue, however it has been presented separately in the above tables because it does not arise directly from contracts with customers. Individual revenue streams aggregating to 5% of total revenue for the year ended December 31, 2018 have been included within the Other line in the table above. The following table presents revenue by the geography where our work was performed for the year ended December 31, 2018. The reconciliation to total revenue on our consolidated statements of comprehensive income and to segment revenue is shown in the table above. Year ended December 31, 2018 HCB CRB IRR BDA Corporate Total North America $ 1,849 $ 1,044 $ 416 $ 758 $ 16 $ 4,083 Great Britain 481 648 732 — — 1,861 Western Europe 562 631 218 — 1 1,412 International 317 492 154 — — 963 Total revenue by geography $ 3,209 $ 2,815 $ 1,520 $ 758 $ 17 $ 8,319 |
Contract with Customer, Asset and Liability | The Company reports accounts receivable, net on the consolidated balance sheet, which includes billed and unbilled receivables and current contract assets. In addition to accounts receivable, net, the Company had the following non-current contract assets and deferred revenue balances at December 31, 2018 and January 1, 2018: December 31, 2018 January 1, 2018 Billed receivables, net of allowance for doubtful accounts of $40 million and $45 million $ 1,702 $ 1,933 Unbilled receivables 356 276 Current contract assets 321 346 Accounts receivable, net $ 2,379 $ 2,555 Non-current accounts receivable, net $ 20 $ 33 Non-current contract assets $ 3 $ 5 Deferred revenue $ 448 $ 463 |
Schedule of Changes in Allowance for Doubtful Accounts | Accounts receivable are stated at estimated net realizable values. The following table presents the changes in our allowance for doubtful accounts for the years ended December 31, 2018, 2017 and 2016. December 31, 2018 December 31, 2017 December 31, 2016 Balance at beginning of year $ 45 $ 40 $ 22 Additions charged to costs and expenses 9 17 36 Charges to other accounts - acquisitions — — 8 Deductions/other movements (15 ) (9 ) (27 ) Foreign exchange 1 (3 ) 1 Balance at end of year $ 40 $ 45 $ 40 |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction | In addition, the Company has elected not to disclose the remaining performance obligations when one or both of the following circumstances apply: • Performance obligations which are part of a contract that has an original expected duration of less than one year, and • Performance obligations satisfied in accordance with ASC 606-10-55-18 (‘right to invoice’). 2019 2020 2021 onward Total Revenue expected to be recognized on contracts as of December 31, 2018 $ 441 $ 357 $ 466 $ 1,264 |
Capitalized Contract Cost | The following table shows the categories of costs that are capitalized and deferred over the expected life of a contract. Costs to fulfill Balance at January 1, 2018 $ 126 New capitalized costs 465 Amortization (442 ) Impairments — Foreign currency translation (1 ) Balance at December 31, 2018 $ 148 |
Segment Information (Tables)
Segment Information (Tables) | 12 Months Ended |
Dec. 31, 2018 | |
Segment Reporting [Abstract] | |
Schedule of Segment Reporting Information, by Segment | The following table presents segment revenue and segment operating income for our reportable segments for the years ended December 31, 2018, 2017 and 2016. Segment revenue Segment operating income Years ended December 31 Years ended December 31 2018 2017 2016 2018 2017 2016 HCB $ 3,233 $ 3,176 $ 3,100 $ 789 $ 774 $ 722 CRB 2,852 2,709 2,608 528 483 458 IRR 1,556 1,474 1,473 384 329 346 BDA 758 734 660 144 153 120 Total $ 8,399 $ 8,093 $ 7,841 $ 1,845 $ 1,739 $ 1,646 |
Net Operating Income of the Reported Segments | The following table presents reconciliations of the information reported by segment to the Company’s consolidated amounts reported for the years ended December 31, 2018, 2017 and 2016. Years ended December 31, 2018 2017 2016 Revenue: Total segment revenue $ 8,399 $ 8,093 $ 7,841 Fair value adjustment to deferred revenue — — (58 ) Reimbursable expenses and other 114 109 104 Revenue $ 8,513 $ 8,202 $ 7,887 Total segment operating income $ 1,845 $ 1,739 $ 1,646 Fair value adjustment for deferred revenue — — (58 ) Amortization (534 ) (581 ) (591 ) Restructuring costs — (132 ) (193 ) Transaction and integration expenses (i) (202 ) (269 ) (177 ) Provisions for significant litigation — (11 ) (50 ) Unallocated, net (ii) (300 ) (230 ) (229 ) Income from operations 809 516 348 Interest expense (208 ) (188 ) (184 ) Other income, net 250 164 178 Income from operations before income taxes $ 851 $ 492 $ 342 (i) Includes transaction and integration expenses related to the Merger and the acquisition of Gras Savoye. (ii) 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. |
Revenue and Long-lived Assets by Geographical Areas | Below are our revenue and long-lived assets for Ireland, our country of domicile, countries with significant concentrations, and all other foreign countries for each of the years ended December 31, 2018, 2017 and 2016: Revenue Long-Lived Assets (i) 2018 2017 2016 2018 2017 2016 Ireland $ 138 $ 107 $ 92 $ 78 $ 127 $ 114 United States 3,970 3,821 3,395 11,068 9,988 11,400 United Kingdom 1,926 1,815 2,236 2,349 3,173 2,431 Rest of World 2,479 2,459 2,164 2,411 3,263 2,466 Total Foreign Countries 8,375 8,095 7,795 15,828 16,424 16,297 $ 8,513 $ 8,202 $ 7,887 $ 15,906 $ 16,551 $ 16,411 (i) Long-lived assets do not include deferred tax assets. |
Restructuring Costs (Tables)
Restructuring Costs (Tables) | 12 Months Ended |
Dec. 31, 2018 | |
Restructuring And Related Activities [Abstract] | |
Analysis of the Cost for Restructuring | An analysis of total restructuring costs recognized in the consolidated statements of comprehensive income, with costs by segment, and costs attributable to corporate functions, for the years ended December 31, 2017 and 2016 is as follows: HCB CRB IRR BDA Corporate Total Year ended December 31, 2017 Termination benefits $ — $ 25 $ 4 $ — $ 17 $ 46 Professional services and other (i) 3 63 6 — 14 86 Total $ 3 $ 88 $ 10 $ — $ 31 $ 132 Year ended December 31, 2016 Termination benefits $ 33 $ 26 $ 6 $ 1 $ 2 $ 68 Professional services and other (i) 4 81 4 — 36 125 Total $ 37 $ 107 $ 10 $ 1 $ 38 $ 193 (i) Other includes salary and benefits, premises, and other expenses incurred to support the ongoing management and facilitation of the programs. An analysis of the total cumulative restructuring costs recognized for the Operational Improvement Program from its commencement to December 31, 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 $ — $ 25 $ 4 $ — $ 19 $ 48 Professional services and other (i) 3 63 6 — 14 86 Total Termination benefits $ 3 $ 82 $ 15 $ — $ 23 $ 123 Professional services and other (i) 5 204 12 — 97 318 Total $ 8 $ 286 $ 27 $ — $ 120 $ 441 (i) Other includes salary and benefits, premises, and other expenses incurred to support the ongoing management and facilitation of the program. Restructuring costs related to the Business Restructuring Program for the year ended December 31, 2016 by segment are as follows: HCB CRB IRR BDA Corporate Total (in millions) 2016 Termination benefits $ 32 $ 8 $ 3 $ 1 $ 1 $ 45 Professional services and other (i) 3 — — — — 3 Total $ 35 $ 8 $ 3 $ 1 $ 1 $ 48 (i) Other includes salary 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 December 31, 2018, 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 48 86 134 Cash payments (41 ) (97 ) (138 ) Balance at December 31, 2017 14 7 21 Cash payments (12 ) (6 ) (18 ) Balance at December 31, 2018 $ 2 $ 1 $ 3 The changes in the Company’s liability under the Business Restructure Program from its commencement to December 31, 2018, 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 Adjustment to prior charges incurred (2 ) — (2 ) Cash payments (23 ) — (23 ) Balance at December 31, 2017 1 — 1 Cash payments (1 ) — (1 ) Balance at December 31, 2018 $ — $ — $ — |
Income Taxes (Tables)
Income Taxes (Tables) | 12 Months Ended |
Dec. 31, 2018 | |
Income Tax Disclosure [Abstract] | |
Income from continuing operations before income taxes and interest in earnings of associates by location of taxing jurisdiction | An analysis of income from operations before income taxes by taxing jurisdiction is shown below: Years ended December 31, 2018 2017 2016 Ireland $ (16 ) $ (23 ) $ (27 ) U.S. (101 ) (198 ) (311 ) U.K. 182 31 123 Other jurisdictions 786 682 557 Total $ 851 $ 492 $ 342 |
Provision for benefit from income taxes | The components of the (provision for)/benefit from income taxes include: Years ended December 31, 2018 2017 2016 Current tax expense: U.S. federal taxes $ (98 ) $ (65 ) $ (35 ) U.S. state and local taxes (25 ) (7 ) (14 ) U.K. corporation tax (16 ) (14 ) (28 ) Other jurisdictions (112 ) (99 ) (71 ) Total current tax expense (251 ) (185 ) (148 ) Deferred tax benefit: U.S. federal taxes 79 268 214 U.S. state and local taxes 12 (6 ) 5 U.K. corporation tax (6 ) 9 (10 ) Other jurisdictions 30 14 35 Total deferred tax benefit 115 285 244 Total (provision for)/benefit from income taxes $ (136 ) $ 100 $ 96 |
Reconciliation between US federal income taxes at the statutory rate and the Company's provision for income taxes on continuing operations | The reported (provision for)/benefit from income taxes differs from the amounts that would have resulted had the reported income before income taxes been taxed at the U.S. federal statutory rate. The principal reasons for the differences between the amounts provided and those that would have resulted from the application of the U.S. federal statutory tax rate are as follows: Years ended December 31, 2018 2017 2016 INCOME FROM OPERATIONS BEFORE INCOME TAXES $ 851 $ 492 $ 342 U.S. federal statutory income tax rate 21 % 35 % 35 % Income tax expense at U.S. federal tax rate (179 ) (172 ) (120 ) Adjustments to derive effective tax rate: Non-deductible expenses and dividends (44 ) (68 ) (15 ) Non-deductible acquisition costs (2 ) (11 ) (1 ) Disposal of non-deductible goodwill 1 (11 ) (2 ) Impact of change in rate on deferred tax balances 7 — 15 Effect of foreign exchange and other differences 1 (3 ) (6 ) Non-deductible Venezuelan foreign exchange loss — (2 ) (4 ) Changes in valuation allowances 80 (13 ) 74 Net tax effect of intra-group items 99 97 98 Tax differentials of non-U.S. jurisdictions (2 ) 69 80 Tax differentials of U.S. state taxes and local taxes (77 ) 6 (14 ) Global Intangible Low-Taxed Income (GILTI) (15 ) — — Impact of U.S. Tax Reform — 204 — Other items, net (5 ) 4 (9 ) (Provision for)/benefit from income taxes $ (136 ) $ 100 $ 96 |
Significant components of deferred income tax assets and liabilities and their balance sheet classifications | Deferred income tax assets and liabilities included in the consolidated balance sheets at December 31, 2018 and 2017 are comprised of the following: December 31, 2018 2017 Deferred tax assets: Accrued expenses not currently deductible $ 177 $ 131 Net operating losses 91 145 Capital loss carryforwards 30 28 Accrued retirement benefits 285 339 Deferred compensation 82 69 Stock options 22 24 Financial derivative transactions 1 18 Gross deferred tax assets 688 754 Less: valuation allowance (81 ) (162 ) Net deferred tax assets $ 607 $ 592 Deferred tax liabilities: Cost of intangible assets, net of related amortization $ 825 $ 929 Cost of tangible assets, net of related depreciation 37 56 Prepaid retirement benefits 101 114 Accrued revenue not currently taxable 144 62 Deferred tax liabilities $ 1,107 $ 1,161 Net deferred tax liabilities $ 500 $ 569 During December 2017, the Company re-measured its U.S. deferred tax assets and liabilities as a result of U.S. Tax Reform to the newly enacted federal tax rate, which is 21%. The net deferred income tax assets are included in other non-current assets and the net deferred tax liabilities are included in deferred tax liabilities in our consolidated balance sheets. December 31, 2018 2017 Balance sheet classifications: Other non-current assets $ 59 $ 46 Deferred tax liabilities 559 615 Net deferred tax liability $ 500 $ 569 |
Summary of Valuation Allowance | An analysis of our valuation allowance is shown below. Years ended December 31, 2018 2017 2016 Balance at beginning of year $ 162 $ 134 $ 187 Additions charged to costs and expenses 18 35 — Additions charged against other accounts — — 21 Deductions (99 ) (7 ) (74 ) Balance at end of year $ 81 $ 162 $ 134 |
Reconciliation of the beginning and ending amounts of unrecognized tax benefits | A reconciliation of the beginning and ending balances of the liability for unrecognized tax benefits is as follows: 2018 2017 2016 Balance at beginning of year $ 59 $ 56 $ 22 Increases related to acquisitions — — 33 Increases related to tax positions in prior years 2 2 1 Decreases related to tax positions in prior years (4 ) (5 ) (9 ) Decreases related to settlements (4 ) — (1 ) Decreases related to lapse in statute of limitations (5 ) (2 ) (1 ) Increases related to current year tax positions 3 9 11 Cumulative translation adjustment and other adjustments (2 ) (1 ) — Balance at end of year $ 49 $ 59 $ 56 |
Summary of Income Tax Examinations | Open Tax Years (fiscal year ending in) U.S. — federal 2015 and forward U.S. — various states 2013 and forward U.K. 2010 and forward Ireland 2014 and forward France 2010 and forward Germany 2010 and forward Canada - federal 2011 and forward |
Fixed Assets (Tables)
Fixed Assets (Tables) | 12 Months Ended |
Dec. 31, 2018 | |
Property Plant And Equipment [Abstract] | |
Property, Plant and Equipment | The following table reflects changes in the net carrying amount of the components of fixed assets for the year ended December 31, 2018 and 2017: Furniture, equipment and software Leasehold improvements Land and buildings Total Cost: at January 1, 2017 $ 1,009 $ 382 $ 90 $ 1,481 Additions 303 91 — 394 Disposals (61 ) (21 ) — (82 ) Foreign exchange 49 16 4 69 Cost: at December 31, 2017 1,300 468 94 1,862 Additions 249 70 — 319 Disposals (278 ) (35 ) — (313 ) Reclassification due to ASC 606 (i) (102 ) — — (102 ) Foreign exchange (39 ) (15 ) (2 ) (56 ) Cost: at December 31, 2018 $ 1,130 $ 488 $ 92 $ 1,710 Depreciation: at January 1, 2017 $ (464 ) $ (137 ) $ (41 ) $ (642 ) Depreciation expense (ii) (199 ) (47 ) (6 ) (252 ) Disposals 37 14 — 51 Foreign exchange (26 ) (6 ) (2 ) (34 ) Depreciation: at December 31, 2017 (652 ) (176 ) (49 ) (877 ) Depreciation expense (ii) (155 ) (54 ) (4 ) (213 ) Disposals 250 27 — 277 Reclassification due to ASC 606 (i) 19 — — 19 Foreign exchange 19 6 1 26 Depreciation: at December 31, 2018 $ (519 ) $ (197 ) $ (52 ) $ (768 ) Net book value: At December 31, 2017 $ 648 $ 292 $ 45 $ 985 At December 31, 2018 $ 611 $ 291 $ 40 $ 942 |
Capital Leases | Included within land and buildings are the following assets held under capital leases: December 31, 2018 2017 Capital leases $ 31 $ 31 Accumulated depreciation (16 ) (14 ) $ 15 $ 17 |
Goodwill and Other Intangible_2
Goodwill and Other Intangible Assets (Tables) | 12 Months Ended |
Dec. 31, 2018 | |
Goodwill And Intangible Assets Disclosure [Abstract] | |
Components of Goodwill | The components of goodwill are outlined below for the years ended December 31, 2018 and 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 (113 ) 13 100 — — Goodwill acquired during the period — 8 — — 8 Goodwill disposed of during the period (31 ) (5 ) (27 ) — (63 ) Foreign exchange 74 67 20 — 161 Balance at December 31, 2017 Goodwill, gross 4,342 2,261 1,851 2,557 11,011 Accumulated impairment losses (130 ) (362 ) — — (492 ) Goodwill, net - December 31, 2017 4,212 1,899 1,851 2,557 10,519 Goodwill reassigned in segment realignment (i) — 72 (72 ) — — Goodwill acquired during the period — 9 29 — 38 Goodwill disposed of during the period — — (5 ) — (5 ) Foreign exchange (42 ) (34 ) (11 ) — (87 ) Balance at December 31, 2018 Goodwill, gross 4,300 2,308 1,792 2,557 10,957 Accumulated impairment losses (130 ) (362 ) — — (492 ) Goodwill, net - December 31, 2018 $ 4,170 $ 1,946 $ 1,792 $ 2,557 $ 10,465 (i) Represents the reallocation of goodwill related to certain businesses which were realigned among the segments as of January 1, 2018. See Note 5 — 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 year ended December 31, 2018: Balance at December 31, 2017 Intangible assets acquired Intangible assets disposed Amortization (i) Foreign exchange Balance at December 31, 2018 Client relationships $ 2,342 $ 39 $ (7 ) $ (341 ) $ (47 ) $ 1,986 Management contracts 56 — — (4 ) (4 ) 48 Software 473 — — (140 ) (5 ) 328 Trademark and trade name 966 — — (44 ) (2 ) 920 Product 33 — — (4 ) (2 ) 27 Favorable agreements 10 — — (2 ) 1 9 Other 2 — — (1 ) (1 ) — Total amortizable intangible assets $ 3,882 $ 39 $ (7 ) $ (536 ) $ (60 ) $ 3,318 (i) Amortization associated with favorable lease agreements is recorded in Other operating expenses in the consolidated statements of comprehensive income. The following table reflects changes in the net carrying amounts of the components of finite-lived intangible assets for the year ended December 31, 2017: Balance at December 31, 2016 Intangible assets acquired Intangible assets disposed Amortization (ii) Foreign exchange Balance at December 31, 2017 Client relationships $ 2,655 $ 13 $ (44 ) $ (379 ) $ 97 $ 2,342 Management contracts 54 — — (4 ) 6 56 Software (i) 570 36 — (150 ) 17 473 Trademark and trade name 1,006 — (1 ) (44 ) 5 966 Product 33 — — (3 ) 3 33 Favorable agreements 11 1 — (2 ) — 10 Other 3 — — (1 ) — 2 Total amortizable intangible assets $ 4,332 $ 50 $ (45 ) $ (583 ) $ 128 $ 3,882 (i) 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) had been placed in service during the year ended December 31, 2017 and are included as intangible assets acquired in this presentation. (ii) Amortization associated with favorable lease agreements is recorded in Other operating expenses in the consolidated statements of comprehensive income. |
Schedule of Carrying Values of Finite-Lived Intangible Assets and Liabilities | The following table reflects the carrying values of finite-lived intangible assets and liabilities at December 31, 2018 and December 31, 2017: December 31, 2018 December 31, 2017 Gross Carrying Amount Accumulated Amortization Gross Carrying Amount Accumulated Amortization Client relationships $ 3,401 $ (1,415 ) $ 3,462 $ (1,120 ) Management contracts 63 (15 ) 68 (12 ) Software 749 (421 ) 764 (291 ) Trademark and trade name 1,052 (132 ) 1,055 (89 ) Product 36 (9 ) 39 (6 ) Favorable agreements 14 (5 ) 14 (4 ) Other 3 (3 ) 6 (4 ) Total finite-lived assets $ 5,318 $ (2,000 ) $ 5,408 $ (1,526 ) Unfavorable agreements $ 34 $ (13 ) $ 34 $ (8 ) Total finite-lived intangible liabilities $ 34 $ (13 ) $ 34 $ (8 ) |
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 next five years and thereafter: Years ended December 31, Amortization Rent offset 2019 $ 472 $ (2 ) 2020 420 (2 ) 2021 344 (2 ) 2022 287 (3 ) 2023 239 (2 ) Thereafter 1,547 (1 ) Total $ 3,309 $ (12 ) |
Derivative Financial Instrume_2
Derivative Financial Instruments (Tables) | 12 Months Ended |
Dec. 31, 2018 | |
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 consolidated statements of comprehensive income for the years ended December 31, 2018, 2017 and 2016 are as follows: (Loss)/gain recognized in OCI (effective element) Location of loss reclassified from Accumulated OCL into income (effective element) Loss reclassified from Accumulated OCL into income (effective element) Location of loss recognized in income (ineffective portion and amount excluded from effectiveness testing) Loss recognized in income (ineffective portion and amount excluded from effectiveness testing) 2018 2017 2016 2018 2017 2016 2018 2017 2016 Foreign exchange contracts $ (22 ) $ 39 $ (127 ) Other income, net $ (28 ) $ (53 ) $ (42 ) Interest expense $ (1 ) $ (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 consolidated statements of comprehensive income for the years ended December 31, 2018, 2017 and 2016 are as follows: Location of gain/(loss) Gain/(loss) recognized in income Derivatives not designated as hedging instruments: recognized in income 2018 2017 2016 Foreign exchange contracts Other income, net $ — $ 11 $ (3 ) |
Debt (Tables)
Debt (Tables) | 12 Months Ended |
Dec. 31, 2018 | |
Debt Disclosure [Abstract] | |
Schedule of Debt | Short-term debt and current portion of long-term debt consists of the following: December 31, 2018 2017 7.000% senior notes due 2019 $ 186 $ — Current portion of term loan due 2019 — 85 $ 186 $ 85 Long-term debt consists of the following: December 31, 2018 2017 Revolving $1.25 billion credit facility $ 130 $ 884 Term loan due 2019 — 84 7.000% senior notes due 2019 — 186 5.750% senior notes due 2021 498 497 3.500% senior notes due 2021 448 447 2.125% senior notes due 2022 (i) 615 644 4.625% senior notes due 2023 248 248 3.600% senior notes due 2024 645 645 4.400% senior notes due 2026 544 544 4.500% senior notes due 2028 595 — 6.125% senior notes due 2043 271 271 5.050% senior notes due 2048 395 — $ 4,389 $ 4,450 (i) Notes issued in Euro (€540 million) |
Schedule of Maturities of Long-term Debt | The following table summarizes the maturity of our debt, interest on senior notes and excludes any reduction for debt issuance costs: 2019 2020 2021 2022 2023 Thereafter Total Senior notes $ 187 $ — $ 950 $ 617 $ 250 $ 2,475 $ 4,479 Interest on senior notes 191 181 153 128 119 1,019 1,791 RCF — — — 130 — — 130 Total $ 378 $ 181 $ 1,103 $ 875 $ 369 $ 3,494 $ 6,400 |
Schedule Of Debt Interest Expense | The following table shows an analysis of the interest expense for the years ended December 31: Years ended December 31, 2018 2017 2016 Senior notes $ 166 $ 148 $ 139 Term loans 4 8 17 RCF 26 17 10 WSI revolving credit facility — 1 2 Other (i) 12 14 16 Total interest expense $ 208 $ 188 $ 184 |
Fair Value Measurements (Tables
Fair Value Measurements (Tables) | 12 Months Ended |
Dec. 31, 2018 | |
Fair Value Disclosures [Abstract] | |
Schedule of Assets and Liabilities Measured at Fair Value on Recurring Basis | The following tables present our assets and liabilities measured at fair value on a recurring basis at December 31, 2018 and December 31, 2017: Fair Value Measurements on a Recurring Basis at December 31, 2018 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 $ 18 $ — $ — $ 18 Derivatives: Derivative financial instruments (i) Prepaid and other current assets and other non-current assets $ — $ 5 $ — $ 5 Liabilities: Contingent consideration: Contingent consideration (ii) Other current liabilities and other non-current liabilities $ — $ — $ 51 $ 51 Derivatives: Derivative financial instruments (i) Other current liabilities and other non-current liabilities $ — $ 17 $ — $ 17 Fair Value Measurements on a Recurring Basis at December 31, 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 $ — $ 18 $ — $ 18 Liabilities: Contingent consideration: Contingent consideration (ii) Other current liabilities and other non-current liabilities $ — $ — $ 51 $ 51 Derivatives: Derivative financial instruments (i) Other current liabilities and other non-current liabilities $ — $ 37 $ — $ 37 (i) See Note 10 — Derivative Financial Instruments for further information on our derivative instruments. (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 rates used on our material contingent consideration calculations were 9.92% and 9.64% at December 31, 2018 and December 31, 2017, 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) December 31, 2018 Balance at December 31, 2017 $ 51 Obligations assumed 2 Payments (3 ) Realized and unrealized gains 3 Foreign exchange (2 ) Balance at December 31, 2018 $ 51 |
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 December 31, 2018 and 2017: December 31, 2018 December 31, 2017 Carrying Value Fair Value Carrying Value Fair Value Liabilities: Short-term debt and current portion of long-term debt $ 186 $ 191 $ 85 $ 85 Long-term debt $ 4,389 $ 4,458 $ 4,450 $ 4,706 |
Retirement Benefits (Tables)
Retirement Benefits (Tables) | 12 Months Ended |
Dec. 31, 2018 | |
Compensation And Retirement Disclosure [Abstract] | |
Schedule of Changes in Projected Benefit Obligations | The following schedules provide information concerning the defined benefit pension plans and PRW plan as of and for the years ended December 31, 2018 and 2017: 2018 2017 U.S. U.K. Other PRW U.S. U.K. Other PRW Change in Benefit Obligation Benefit obligation, beginning of year $ 4,476 $ 4,165 $ 822 $ 123 $ 4,169 $ 3,899 $ 732 $ 113 Service cost 66 18 21 1 66 32 20 — Interest cost 140 95 18 4 139 93 17 4 Employee contributions 14 1 — 7 6 1 — 6 Actuarial (gains)/losses (313 ) (176 ) (7 ) (3 ) 293 2 5 14 Settlements (11 ) (152 ) (26 ) — (16 ) (138 ) (1 ) — Curtailments — — (20 ) — — — — — Benefits paid (185 ) (96 ) (28 ) (14 ) (181 ) (93 ) (29 ) (14 ) Plan amendments — 40 — (31 ) — — — — Transfers in — — 1 — — — 1 — Foreign currency changes — (229 ) (53 ) — — 369 77 — Benefit obligation, end of year $ 4,187 $ 3,666 $ 728 $ 87 $ 4,476 $ 4,165 $ 822 $ 123 Change in Plan Assets Fair value of plan assets, beginning of year $ 3,654 $ 4,910 $ 562 $ 2 $ 3,280 $ 4,360 $ 467 $ 4 Actual return on plan assets (157 ) (69 ) (9 ) — 464 290 42 — Employer contributions 88 85 22 6 101 66 34 6 Employee contributions 14 1 — 7 6 1 — 6 Settlements (11 ) (152 ) (26 ) — (16 ) (138 ) (1 ) — Benefits paid (185 ) (96 ) (28 ) (14 ) (181 ) (93 ) (29 ) (14 ) Transfers in — — 1 — — — 1 — Foreign currency adjustment — (277 ) (36 ) — — 424 48 — Fair value of plan assets, end of year $ 3,403 $ 4,402 $ 486 $ 1 $ 3,654 $ 4,910 $ 562 $ 2 Funded status at end of year $ (784 ) $ 736 $ (242 ) $ (86 ) $ (822 ) $ 745 $ (260 ) $ (121 ) Accumulated Benefit Obligation $ 4,187 $ 3,666 $ 698 $ 87 $ 4,476 $ 4,165 $ 790 $ 123 Components on the Consolidated Balance Sheet Pension benefits assets $ — $ 745 $ 17 $ — $ — $ 754 $ 17 $ — Current liability for pension benefits $ (49 ) $ (1 ) $ (6 ) $ (5 ) $ (40 ) $ — $ (6 ) $ (5 ) Non-current liability for pension benefits $ (735 ) $ (8 ) $ (253 ) $ (81 ) $ (782 ) $ (9 ) $ (271 ) $ (116 ) $ (784 ) $ 736 $ (242 ) $ (86 ) $ (822 ) $ 745 $ (260 ) $ (121 ) |
Schedule of Amounts Recognized in Other Comprehensive Income (Loss) | Amounts recognized in accumulated other comprehensive loss as of December 31, 2018 and 2017 consist of: 2018 2017 U.S. U.K. Other PRW U.S. U.K. Other PRW Net actuarial loss $ 769 $ 955 $ 98 $ 16 $ 663 $ 909 $ 79 $ 19 Net prior service gain — (76 ) — (31 ) — (142 ) — — Accumulated other comprehensive loss/(income) $ 769 $ 879 $ 98 $ (15 ) $ 663 $ 767 $ 79 $ 19 |
Schedule of Benefit Obligations in Excess of Fair Value of Plan Assets | The following table presents the projected benefit obligation and fair value of plan assets for our plans that have a projected benefit obligation in excess of plan assets as of December 31, 2018 and 2017: 2018 2017 U.S. U.K. Other U.S. U.K. Other Projected benefit obligation at end of year $ 4,187 $ 9 $ 672 $ 4,476 $ 10 $ 758 Fair value of plan assets at end of year $ 3,403 $ — $ 413 $ 3,654 $ — $ 481 |
Schedule of Accumulated Benefit Obligations in Excess of Fair Value of Plan Assets | The following table presents the projected benefit obligation, accumulated benefit obligation and fair value of plan assets for our plans that have an accumulated benefit obligation in excess of plan assets as of December 31, 2018 and 2017. 2018 2017 U.S. U.K. Other U.S. U.K. Other Projected benefit obligation at end of year $ 4,187 $ 9 $ 672 $ 4,476 $ 10 $ 758 Accumulated benefit obligation at end of year $ 4,187 $ 9 $ 642 $ 4,476 $ 10 $ 726 Fair value of plan assets at end of year $ 3,403 $ — $ 413 $ 3,654 $ — $ 481 |
Schedule of Net Periodic Benefit Cost | The components of the net periodic benefit income and other amounts recognized in other comprehensive (income)/loss for the years ended December 31, 2018, 2017 and 2016 for the defined benefit pension and PRW plans are as follows: 2018 2017 2016 U.S. U.K. Other PRW U.S. U.K. Other PRW U.S. U.K. Other PRW Components of net periodic benefit (income)/cost: Service cost $ 66 $ 18 $ 21 $ 1 $ 66 $ 32 $ 20 $ — $ 59 $ 24 $ 19 $ 1 Interest cost 140 95 18 4 139 93 17 4 137 114 18 3 Expected return on plan assets (273 ) (298 ) (31 ) — (245 ) (284 ) (30 ) — (240 ) (253 ) (27 ) — Amortization of unrecognized prior service credit — (19 ) — — — (18 ) — — — (19 ) — — Amortization of unrecognized actuarial loss 11 45 2 — 13 53 2 — 12 42 — — Settlement 1 41 2 — 1 37 1 — — — 5 — Curtailment gain — — (16 ) — — — — — — — — — Net periodic benefit (income)/cost $ (55 ) $ (118 ) $ (4 ) $ 5 $ (26 ) $ (87 ) $ 10 $ 4 $ (32 ) $ (92 ) $ 15 $ 4 Other changes in plan assets and benefit obligations recognized in other comprehensive loss/(income): Net actuarial loss/(gain) $ 117 $ 191 $ 13 $ (3 ) $ 74 $ (4 ) $ (7 ) $ 14 $ 238 $ 323 $ 62 $ 4 Amortization of unrecognized actuarial loss (11 ) (45 ) (2 ) — (13 ) (53 ) (2 ) — (12 ) (42 ) — — Prior service cost/(credit) — 40 — (31 ) — — — — — — — — Amortization of unrecognized prior service credit — 19 — — — 18 — — — 19 — — Settlement (1 ) (41 ) (2 ) — (1 ) (37 ) (1 ) — — — (8 ) — Curtailment gain — — 16 — — — — — — — — — Total recognized in other comprehensive loss/(income) 105 164 25 (34 ) 60 (76 ) (10 ) 14 226 300 54 4 Total recognized in net periodic benefit (income)/cost and other comprehensive loss/(income) $ 50 $ 46 $ 21 $ (29 ) $ 34 $ (163 ) $ — $ 18 $ 194 $ 208 $ 69 $ 8 |
Schedule of Amounts in Accumulated Other Comprehensive Income (Loss) to be Recognized over Next Fiscal Year | The estimated net actuarial loss and prior service credit for the defined benefit plans that will be amortized from accumulated other comprehensive loss into net periodic benefit cost over the next fiscal year are: For the Year Ended December 31, 2019 U.S. U.K Other PRW Estimated net actuarial loss $ 19 $ 21 $ 2 $ 1 Prior service credit $ — $ (16 ) $ — $ (4 ) |
Schedule of Assumptions Used | The assumptions used to determine net periodic benefit cost for the fiscal years ended December 31, 2018, 2017, and 2016 were as follows: Years ended December 31, 2018 2017 2016 U.S. U.K. Other PRW U.S. U.K. Other PRW U.S. U.K. Other PRW Discount rate - PBO 3.6 % 2.6 % 2.6 % 3.5 % 4.0 % 2.6 % 2.7 % 4.0 % 4.2 % 3.8 % 3.2 % 4.2 % Discount rate - service cost 3.5 % 2.7 % 2.9 % 3.5 % 3.9 % 2.6 % 3.0 % 3.9 % 3.9 % 3.8 % 3.4 % 4.1 % Discount rate - interest cost on service cost 3.1 % 2.5 % 2.7 % 3.2 % 3.2 % 2.4 % 2.8 % 3.5 % 3.2 % 3.8 % 3.1 % 3.5 % Discount rate - interest cost on PBO 3.2 % 2.3 % 2.3 % 3.1 % 3.4 % 2.3 % 2.3 % 3.3 % 3.4 % 3.4 % 2.8 % 3.3 % Expected long-term rate of return on assets 7.6 % 6.2 % 5.7 % 2.0 % 7.6 % 6.3 % 6.1 % 2.0 % 7.6 % 6.2 % 6.1 % 2.0 % Rate of increase in compensation levels 4.3 % 3.0 % 2.3 % N/A 4.3 % 3.2 % 2.3 % N/A 4.3 % 3.2 % 2.3 % N/A Healthcare cost trend Initial rate 6.5 % 7.0 % 7.0 % Ultimate rate 5.0 % 5.0 % 5.0 % Year reaching ultimate rate 2022 2022 2022 The following tables present the assumptions used in the valuation to determine the projected benefit obligation for the fiscal years ended December 31, 2018 and 2017: December 31, 2018 December 31, 2017 U.S. U.K. Other PRW U.S. U.K. Other PRW Discount rate 4.2 % 2.8 % 2.8 % 4.2 % 3.6 % 2.6 % 2.6 % 3.5 % Rate of increase in compensation levels 4.3 % 3.0 % 2.3 % N/A 4.3 % 3.0 % 2.3 % N/A |
Schedule of Allocation of Plan Assets | The Company’s pension plan asset target allocations as of December 31, 2018 were as follows: U.S. U.K. Canada Germany Ireland Asset Category Willis Willis Towers Watson Willis Towers Watson Miller Towers Watson Towers Watson Willis Towers Watson Equity securities 30 % 23 % 23 % 7 % 19 % 40 % 34 % 30 % 40 % Debt securities 44 % 43 % 58 % 25 % 21 % 50 % 59 % 29 % 30 % Real estate 11 % 6 % 2 % 1 % — % 5 % — % 3 % — % Other 15 % 28 % 17 % 67 % 60 % 5 % 7 % 38 % 30 % Total 100 % 100 % 100 % 100 % 100 % 100 % 100 % 100 % 100 % The fair values of our U.S. plan assets by asset category at December 31, 2018 and 2017 are as follows: December 31, 2018 December 31, 2017 Level 1 Level 2 Level 3 Total Level 1 Level 2 Level 3 Total Asset category: Cash $ 6 $ — $ — $ 6 $ 10 $ — $ — $ 10 Short-term securities — 78 — 78 — 283 — 283 Equity securities 156 — — 156 202 — — 202 Government bonds 2 — — 2 10 — — 10 Corporate bonds — 354 — 354 — 193 — 193 Other fixed income — — — — — 20 — 20 Pooled / commingled funds — — — 1,467 — — — 1,922 Mutual funds — — — — 1 — — 1 Private equity — — — 357 — — — 287 Hedge funds — — — 984 — — — 724 Total assets $ 164 $ 432 $ — $ 3,404 $ 223 $ 496 $ — $ 3,652 The fair values of our U.K. plan assets by asset category at December 31, 2018 and 2017 are as follows: December 31, 2018 December 31, 2017 Level 1 Level 2 Level 3 Total Level 1 Level 2 Level 3 Total Asset category: Cash $ 229 $ — $ — $ 229 $ 92 $ — $ — $ 92 Equity securities — — — — 24 — — 24 Government bonds 1,804 — — 1,804 1,841 — — 1,841 Corporate bonds — 297 — 297 — 224 — 224 Other fixed income — 248 — 248 — 246 — 246 Pooled / commingled funds — — — 934 — — — 2,294 Mutual funds — — — 16 — — — 8 Private equity — — — 33 — — — 32 Derivatives — 96 — 96 — 102 — 102 Real estate — — — 184 — — — 218 Hedge funds — — — 1,232 — — — 393 Total assets $ 2,033 $ 641 $ — $ 5,073 $ 1,957 $ 572 $ — $ 5,474 Liability category: Repurchase agreements — 684 — 684 — 549 — 549 Derivatives — — — — — 16 — 16 Net assets/(liabilities) $ 2,033 $ (43 ) $ — $ 4,389 $ 1,957 $ 7 $ — $ 4,909 The fair values of our Other plan assets by asset category at December 31, 2018 and 2017 are as follows: December 31, 2018 December 31, 2017 Level 1 Level 2 Level 3 Total Level 1 Level 2 Level 3 Total Asset category: Cash $ 1 $ — $ — $ 1 $ 5 $ — $ — $ 5 Pooled / commingled funds — — — 294 — — — 327 Mutual funds — — — 185 — — — 209 Hedge funds — — — 4 — — — — Insurance contracts — — 2 2 — — 19 19 Total assets $ 1 $ — $ 2 $ 486 $ 5 $ — $ 19 $ 560 |
Schedule of Net Plan Investments Reconciliation To Total Fair Value Of Plan Assets | The following table reconciles the net plan investments to the total fair value of the plan assets: December 31, 2018 2017 Net assets held in investments $ 8,279 $ 9,121 PRW plan assets 1 2 Net (payable)/receivable for investments purchased (1 ) 2 Dividend and interest receivable 1 3 Other adjustments 12 — Fair value of plan assets $ 8,292 $ 9,128 |
Schedule of Effect of Significant Unobservable Inputs, Changes in Plan Assets | The following table sets forth a summary of changes in the fair value of the plans’ Level 3 assets for the fiscal year ended December 31, 2018: Level 3 Roll Forward Beginning balance at December 31, 2017 $ 19 Plan termination $ (17 ) Foreign exchange — Ending balance at December 31, 2018 $ 2 |
Schedule of Projected Pension Contributions | The following table sets forth our projected pension contributions to our qualified plans for fiscal year 2019, as well as the pension contributions to our qualified plans in fiscal years 2018 and 2017: 2019 (Projected) 2018 (Actual) 2017 (Actual) U.S. $ 60 $ 50 $ 50 U.K. $ 75 $ 84 $ 65 Other $ 23 $ 14 $ 13 |
Schedule of Expected Benefit Payments | Expected benefit payments from our defined benefit pension plans to current plan participants, including the effects of their expected future service, as appropriate, are as follows: Benefit Payments Fiscal Year U.S. U.K. Other PRW Total 2019 $ 263 $ 109 $ 28 $ 13 $ 413 2020 250 107 25 10 392 2021 263 116 25 11 415 2022 272 119 26 11 428 2023 280 127 27 11 445 Years 2024 – 2028 1,435 735 160 60 2,390 $ 2,763 $ 1,313 $ 291 $ 116 $ 4,483 |
Commitments and Contingencies (
Commitments and Contingencies (Tables) | 12 Months Ended |
Dec. 31, 2018 | |
Commitments And Contingencies Disclosure [Abstract] | |
Future Minimum Rental Commitments Under all Non-Cancellable Operating Lease Agreements | As of December 31, 2018, the aggregate future minimum rental commitments under all non-cancellable operating lease agreements are as follows: Gross rental commitments Rentals from subleases Net rental commitments 2019 $ 197 $ (11 ) $ 186 2020 180 (11 ) 169 2021 159 (8 ) 151 2022 142 (2 ) 140 2023 131 (2 ) 129 Thereafter 542 (8 ) 534 Total $ 1,351 $ (42 ) $ 1,309 |
Supplementary Information for_2
Supplementary Information for Certain Balance Sheet Accounts Supplementary Information for Certain Balance Sheet Accounts (Tables) | 12 Months Ended |
Dec. 31, 2018 | |
Organization Consolidation And Presentation Of Financial Statements [Abstract] | |
Schedule of Prepaid and Other Current Asset | Prepaid and other current assets consist of the following: December 31, 2018 December 31, 2017 Prepayments and accrued income $ 136 $ 132 Deferred contract costs 102 — Derivatives and investments 25 29 Deferred compensation plan assets 18 21 Retention incentives 5 7 Corporate income and other taxes 61 170 Other current assets 57 71 Total prepaid and other current assets $ 404 $ 430 |
Schedule of Other Non-current Asset | Other non-current assets consist of the following: December 31, 2018 December 31, 2017 Prepayments and accrued income $ 14 $ 18 Deferred contract costs 46 — Deferred compensation plan assets 125 135 Deferred tax assets 59 46 Accounts receivable, net 20 33 Other investments 7 26 Other non-current assets 196 189 Total other non-current assets $ 467 $ 447 |
Schedule of Accounts Payable and Accrued Liabilities | Deferred revenue and accrued expenses consist of the following: December 31, 2018 December 31, 2017 Accounts payable, accrued liabilities and deferred income $ 691 $ 772 Discretionary compensation 321 313 Accrued compensation 437 439 Accrued vacation 111 93 Other employee-related liabilities 87 94 Total deferred revenue and accrued expenses $ 1,647 $ 1,711 |
Schedule of Other Current Liabilities | Other current liabilities consist of the following: December 31, 2018 December 31, 2017 Accounts payable $ 163 $ 136 Income and other taxes payable 129 90 Contingent and deferred consideration on acquisitions 61 55 Payroll-related liabilities 210 209 Derivatives 13 32 Third party commissions 169 172 Other current liabilities 119 110 Total other current liabilities $ 864 $ 804 |
Provisions for Liabilities | Provision for liabilities consists of the following: December 31, 2018 December 31, 2017 Claims, lawsuits and other proceedings $ 455 $ 474 Other provisions 85 84 Total provision for liabilities $ 540 $ 558 |
Schedule of Other Non-current Liabilities | Other non-current liabilities consist of the following: December 31, 2018 December 31, 2017 Incentives from lessors $ 120 $ 138 Deferred compensation plan liability 125 135 Contingent and deferred consideration on acquisitions 22 41 Liabilities for uncertain tax positions 46 60 Lease-related liabilities 29 28 Other non-current liabilities 87 142 Total other non-current liabilities $ 429 $ 544 |
Other Income, Net (Tables)
Other Income, Net (Tables) | 12 Months Ended |
Dec. 31, 2018 | |
Other Income And Expenses [Abstract] | |
Schedule of Other Nonoperating Income | Other income, net consists of the following: Years ended December 31, 2018 2017 2016 (Loss)/gain on disposal of operations $ (9 ) $ 13 $ 2 Net periodic pension and postretirement benefit credits (i) 280 222 203 Interest in earnings of associates (ii) 3 3 2 Impact of Venezuelan currency devaluation — (2 ) — Foreign exchange loss (24 ) (72 ) (29 ) Other income, net $ 250 $ 164 $ 178 (i) As a result of the retrospective adoption of ASU 2017-07 within the consolidated statements of comprehensive income, the service-cost component of net periodic benefit (income)/cost remained within salaries and benefits expense, while the remainder of the components are now included within other income, net. See Note 2 — Basis of Presentation, Significant Accounting Policies and Recent Accounting Pronouncements for further details. (ii) Beginning in 2018, the Company retrospectively reclassified the pre-tax effect of its interest in earnings of associates from its own line item to other income, net within its consolidated statements of comprehensive income. |
Accumulated Other Comprehensi_2
Accumulated Other Comprehensive Loss (Tables) | 12 Months Ended |
Dec. 31, 2018 | |
Equity [Abstract] | |
Comprehensive Income (Loss) | The components of other comprehensive (loss)/income are as follows: December 31, 2018 December 31, 2017 December 31, 2016 Before tax amount Tax Net of tax amount Before tax amount Tax Net of tax amount Before tax amount Tax Net of tax amount Other comprehensive (loss)/income: Foreign currency translation $ (251 ) $ — $ (251 ) $ 295 $ — $ 295 $ (353 ) $ — $ (353 ) Defined pension and post-retirement benefits (258 ) 59 (199 ) 3 11 14 (553 ) 114 (439 ) Derivative instruments 5 (3 ) 2 90 (15 ) 75 (87 ) 12 (75 ) Other comprehensive (loss)/income (504 ) 56 (448 ) 388 (4 ) 384 (993 ) 126 (867 ) Less: Other comprehensive (income)/loss attributable to non-controlling interests — — — (13 ) — (13 ) 20 — 20 Other comprehensive (loss)/income attributable to Willis Towers Watson $ (504 ) $ 56 $ (448 ) $ 375 $ (4 ) $ 371 $ (973 ) $ 126 $ (847 ) |
Schedule of Accumulated Other Comprehensive Income (Loss) | Foreign currency translation (i) Cash flow hedges (i) Defined pension and post- retirement benefit costs (ii) Total Balance, January 1, 2016 $ (314 ) $ (10 ) $ (713 ) $ (1,037 ) Other comprehensive loss before reclassifications (336 ) (110 ) (483 ) (929 ) Loss reclassified from accumulated other comprehensive loss (net of income tax benefit of $5) — 38 44 82 Net other comprehensive loss (336 ) (72 ) (439 ) (847 ) Balance, December 31, 2016 $ (650 ) $ (82 ) $ (1,152 ) $ (1,884 ) Other comprehensive income/(loss) before reclassifications 285 28 (26 ) 287 Loss reclassified from accumulated other comprehensive loss (net of income tax benefit of $18) — 44 40 84 Net other comprehensive income 285 72 14 371 Balance, December 31, 2017 $ (365 ) $ (10 ) $ (1,138 ) $ (1,513 ) Other comprehensive income/(loss) before reclassifications (251 ) (22 ) (241 ) (514 ) Loss reclassified from accumulated other comprehensive loss (net of income tax benefit of $17) — 24 42 66 Net other comprehensive loss (251 ) 2 (199 ) (448 ) Balance, December 31, 2018 $ (616 ) $ (8 ) $ (1,337 ) $ (1,961 ) (i) Reclassification adjustments from accumulated other comprehensive loss related to foreign currency translation and cash flow hedges are included in Other income, net in the accompanying consolidated statements of comprehensive income. See Note 10 — 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 13 — Retirement Benefits). These components are included in Other income, net in the accompanying consolidated statements of comprehensive income. |
Share-Based Compensation (Table
Share-Based Compensation (Tables) | 12 Months Ended |
Dec. 31, 2018 | |
Disclosure Of Compensation Related Costs Sharebased Payments [Abstract] | |
Schedule of Assumptions Used on Options | The fair value of each option is estimated on the date of grant using the Black-Scholes option pricing model that uses the assumptions noted in the following table. Expected volatility is based on historical volatility of the Company’s shares. The Company uses the simplified method set out in ASC 718 – Compensation Stock Compensation Years ended December 31, 2017 2016 Expected volatility 19.8 % 21.0 % Expected dividends 1.4 % 1.5 % Expected life (years) 4.2 2.7 Risk-free interest rate 1.6 % 0.7 % Years ended December 31, 2018 2017 2016 Expected volatility 17.9 % 20.2 % 20.3 % Expected dividend yield — % — % — % Expected life (years) 2.5 2.4 2.6 Risk-free interest rate 2.6 % 1.4 % 0.8 % |
Schedule of Share-based Compensation, Stock Options, Activity | A summary of option activity under the plans at December 31, 2018, and changes during the year then ended is presented below: Options (thousands) Weighted- Average Exercise Price ( i ) Weighted- Average Remaining Contractual Term Aggregate Intrinsic Value Time-based stock options Balance as of December 31, 2017 754 $ 103.85 Granted — $ — Exercised 294 $ 107.96 Expired 11 $ 102.19 Balance as of December 31, 2018 449 $ 101.21 3 years $ 23 Options vested or expected to vest at December 31, 2018 445 $ 100.97 3 years $ 23 Options exercisable at December 31, 2018 329 $ 99.48 3 years $ 17 Performance-based stock options Balance as of December 31, 2017 680 $ 106.42 Granted — $ — Exercised 138 $ 96.02 Forfeited — $ — Balance as of December 31, 2018 542 $ 110.55 3 years $ 22 Options vested or expected to vest at December 31, 2018 542 $ 110.55 3 years $ 22 Options exercisable at December 31, 2018 542 $ 110.55 3 years $ 22 |
Schedule of Share-based Compensation, Restricted Stock Units Award Activity | Award Activity A summary of time-based and performance-based RSU activity under the plans at December 31, 2018, and changes during the year then ended, is presented below: Shares (thousands) Weighted- Average Grant Date Fair Value Nonvested shares (time-based RSUs) Balance as of December 31, 2017 143 $ 122.27 Granted 51 $ 153.58 Vested 165 $ 122.61 Forfeited 10 $ 117.09 Balance as of December 31, 2018 19 $ 141.19 Nonvested shares (performance-based RSUs) Balance as of December 31, 2017 881 $ 90.61 Granted 141 $ 204.13 Vested 250 $ 125.75 Forfeited 14 $ 118.94 Balance as of December 31, 2018 758 $ 91.02 |
Earnings Per Share (Tables)
Earnings Per Share (Tables) | 12 Months Ended |
Dec. 31, 2018 | |
Earnings Per Share [Abstract] | |
Schedule of Basic and Diluted Earnings Per Share | Basic and diluted earnings per share are as follows: Years ended December 31, 2018 2017 2016 Net income attributable to Willis Towers Watson $ 695 $ 568 $ 420 Basic weighted-average number of shares outstanding 131 135 137 Dilutive effect of potentially issuable shares 1 1 1 Diluted weighted-average number of shares outstanding 132 136 138 Basic earnings per share $ 5.29 $ 4.21 $ 3.07 Dilutive effect of potentially issuable shares (0.02 ) (0.03 ) (0.03 ) Diluted earnings per share $ 5.27 $ 4.18 $ 3.04 |
Supplemental Disclosures of C_2
Supplemental Disclosures of Cash Flow Information (Tables) | 12 Months Ended |
Dec. 31, 2018 | |
Supplemental Cash Flow Elements [Abstract] | |
Supplemental Disclosures Regarding Cash Flow Information and Non-cash Flow Investing and Financing Activities | Supplemental disclosures regarding cash flow information and non-cash investing and financing activities are as follows: Years Ended December 31, 2018 2017 2016 Supplemental disclosures of cash flow information: Cash payments for income taxes, net $ 178 $ 203 $ 158 Cash payments for interest $ 176 $ 169 $ 143 Cash acquired $ 13 $ — $ 476 Supplemental disclosures of non-cash investing and financing activities: Issuance of shares and assumed awards in connection with the Merger $ — $ — $ 8,723 Fair value of deferred and contingent consideration related to acquisitions $ 36 $ — $ — |
Quarterly Financial Data (Una_2
Quarterly Financial Data (Unaudited) (Tables) | 12 Months Ended |
Dec. 31, 2018 | |
Quarterly Financial Information Disclosure [Abstract] | |
Quarterly Financial Data | Quarterly financial data for 2018 and 2017 were as follows: Three Months Ended March 31, June 30, September 30, December 31, 2018 Revenue $ 2,292 $ 1,990 $ 1,859 $ 2,372 Total costs of providing services $ 2,033 $ 1,927 $ 1,842 $ 1,902 Income from operations $ 259 $ 63 $ 17 $ 470 Net income $ 221 $ 65 $ 46 $ 383 Net income attributable to Willis Towers Watson $ 215 $ 58 $ 44 $ 378 Earnings per share — Basic $ 1.62 $ 0.44 $ 0.34 $ 2.91 — Diluted $ 1.61 $ 0.44 $ 0.33 $ 2.89 2017 Revenue $ 2,319 $ 1,953 $ 1,852 $ 2,078 Total costs of providing services $ 1,918 $ 1,892 $ 1,878 $ 1,998 Income/(loss) from operations $ 401 $ 61 $ (26 ) $ 80 Net income/(loss) $ 352 $ 41 $ (54 ) $ 253 Net income/(loss) attributable to Willis Towers Watson $ 344 $ 33 $ (54 ) $ 245 Earnings/(loss) per share — Basic $ 2.51 $ 0.24 $ (0.40 ) $ 1.85 — Diluted $ 2.50 $ 0.24 $ (0.40 ) $ 1.84 |
Financial Information for Iss_2
Financial Information for Issuers and Other Guarantor Subsidiaries (Tables) | 12 Months Ended |
Dec. 31, 2018 | |
Condensed Financial Information Of Parent Company Only Disclosure [Abstract] | |
Condensed Consolidating Statement of Comprehensive Income | Condensed Consolidating Statement of Comprehensive Income Year ended December 31, 2018 Willis Towers Watson plc Willis North America Trinity Acquisition plc Other guarantors Non- guarantors Eliminations Consolidated Revenue $ — $ 34 $ — $ — $ 8,479 $ — $ 8,513 Costs of providing services Salaries and benefits 2 68 — — 5,053 — 5,123 Other operating expenses 3 38 1 165 1,430 — 1,637 Depreciation — — — 4 204 — 208 Amortization — — — 3 534 (3 ) 534 Transaction and integration expenses — 8 — 1 193 — 202 Total costs of providing services 5 114 1 173 7,414 (3 ) 7,704 (Loss)/income from operations (5 ) (80 ) (1 ) (173 ) 1,065 3 809 Intercompany income/(expense) — 56 124 356 (536 ) — — Interest expense (30 ) (58 ) (104 ) — (16 ) — (208 ) Other income, net — — — 2 1,540 (1,292 ) 250 (LOSS)/INCOME FROM OPERATIONS BEFORE INCOME TAXES (35 ) (82 ) 19 185 2,053 (1,289 ) 851 (Provision for)/benefit from income taxes — (1 ) (3 ) 41 (173 ) — (136 ) Equity account for subsidiaries 730 124 437 498 — (1,789 ) — NET INCOME 695 41 453 724 1,880 (3,078 ) 715 Income attributable to non-controlling interests — — — — (20 ) — (20 ) NET INCOME ATTRIBUTABLE TO WILLIS TOWERS WATSON $ 695 $ 41 $ 453 $ 724 $ 1,860 $ (3,078 ) $ 695 Comprehensive income/(loss) before non- controlling interests $ 247 $ (88 ) $ 14 $ 286 $ 1,470 $ (1,662 ) $ 267 Comprehensive income attributable to non- controlling interests — — — — (20 ) — (20 ) Comprehensive income/(loss) attributable to Willis Towers Watson $ 247 $ (88 ) $ 14 $ 286 $ 1,450 $ (1,662 ) $ 247 Condensed Consolidating Statement of Comprehensive Income Year ended December 31, 2017 Willis Towers Watson plc Willis North America Trinity Acquisition plc Other guarantors Non- guarantors Eliminations Consolidated Revenue $ — $ 19 $ — $ — $ 8,183 $ — $ 8,202 Costs of providing services Salaries and benefits 4 48 — — 4,915 — 4,967 Other operating expenses 3 20 1 91 1,419 — 1,534 Depreciation — — — 6 197 — 203 Amortization — — — 3 581 (3 ) 581 Restructuring costs — 15 — 8 109 — 132 Transaction and integration expenses — 19 — 73 177 — 269 Total costs of providing services 7 102 1 181 7,398 (3 ) 7,686 (Loss)/income from operations (7 ) (83 ) (1 ) (181 ) 785 3 516 Intercompany income/(expense) — 34 123 350 (507 ) — — Interest expense (30 ) (35 ) (103 ) — (20 ) — (188 ) Other income, net 35 — — — 367 (238 ) 164 (LOSS)/INCOME FROM OPERATIONS BEFORE INCOME TAXES (2 ) (84 ) 19 169 625 (235 ) 492 (Provision for)/benefit from income taxes — (29 ) (2 ) 53 78 — 100 Equity account for subsidiaries 570 171 290 370 — (1,401 ) — NET INCOME 568 58 307 592 703 (1,636 ) 592 Income attributable to non-controlling interests — — — — (24 ) — (24 ) NET INCOME ATTRIBUTABLE TO WILLIS TOWERS WATSON $ 568 $ 58 $ 307 $ 592 $ 679 $ (1,636 ) $ 568 Comprehensive income before non- controlling interests $ 939 $ 197 $ 663 $ 952 $ 1,051 $ (2,826 ) $ 976 Comprehensive income attributable to non- controlling interests — — — — (37 ) — (37 ) Comprehensive income attributable to Willis Towers Watson $ 939 $ 197 $ 663 $ 952 $ 1,014 $ (2,826 ) $ 939 Condensed Consolidating Statement of Comprehensive Income Year ended December 31, 2016 Willis Towers Watson plc Willis North America Trinity Acquisition plc Other guarantors Non- guarantors Eliminations Consolidated Revenue $ — $ 19 $ — $ 2 $ 7,866 $ — 7,887 Costs of providing services Salaries and benefits 2 15 — 1 4,831 — 4,849 Other operating expenses 3 88 — 112 1,348 — 1,551 Depreciation — 14 — 5 159 — 178 Amortization — — — — 591 — 591 Restructuring costs — 39 — 29 125 — 193 Transaction and integration expenses 1 26 — 16 134 — 177 Total costs of providing services 6 182 — 163 7,188 — 7,539 (Loss)/income from operations (6 ) (163 ) - (161 ) 678 — 348 Intercompany income/(expense) — 109 106 320 (535 ) — — Interest expense (32 ) (39 ) (90 ) — (23 ) — (184 ) Other income, net — — — 2 176 — 178 (LOSS)/INCOME FROM OPERATIONS BEFORE INCOME TAXES (38 ) (93 ) 16 161 296 — 342 Benefit from/(provision for) income taxes — 86 (3 ) 39 (26 ) — 96 Equity account for subsidiaries 458 157 151 247 — (1,013 ) — NET INCOME 420 150 164 447 270 (1,013 ) 438 Income attributable to non-controlling interests — — — — (18 ) — (18 ) NET INCOME ATTRIBUTABLE TO WILLIS TOWERS WATSON $ 420 $ 150 $ 164 $ 447 $ 252 $ (1,013 ) $ 420 Comprehensive loss before non- controlling interests $ (427 ) $ (266 ) $ (656 ) $ (381 ) $ (549 ) $ 1,850 $ (429 ) Comprehensive loss attributable to non- controlling interests — — — — 2 — 2 Comprehensive loss attributable to Willis Towers Watson $ (427 ) $ (266 ) $ (656 ) $ (381 ) $ (547 ) $ 1,850 $ (427 ) |
Condensed Consolidating Balance Sheet | Condensed Consolidating Balance Sheet As of December 31, 2018 Willis Towers Watson plc Willis North America Trinity Acquisition plc Other guarantors Non- guarantors Eliminations Consolidated ASSETS Cash and cash equivalents $ — $ — $ — $ — $ 1,033 $ — $ 1,033 Fiduciary assets — — — — 12,604 — 12,604 Accounts receivable, net — 24 — — 2,355 — 2,379 Prepaid and other current assets — 311 1 33 357 (298 ) 404 Total current assets — 335 1 33 16,349 (298 ) 16,420 Intercompany receivables, net 4,755 — 1,355 — — (6,110 ) — Fixed assets, net — — — 16 926 — 942 Goodwill — — — — 10,465 — 10,465 Other intangible assets, net — — — 58 3,318 (58 ) 3,318 Pension benefits assets — — — — 773 — 773 Other non-current assets — 92 2 49 452 (128 ) 467 Total non-current assets 4,755 92 1,357 123 15,934 (6,296 ) 15,965 Investments in subsidiaries 5,691 6,649 2,677 8,108 — (23,125 ) — TOTAL ASSETS $ 10,446 $ 7,076 $ 4,035 $ 8,264 $ 32,283 $ (29,719 ) $ 32,385 LIABILITIES AND EQUITY Fiduciary liabilities $ — $ — $ — $ — $ 12,604 $ — $ 12,604 Deferred revenue and accrued expenses 1 2 — 3 1,641 — 1,647 Short-term debt and current portion of long-term debt — 186 — — — — 186 Other current liabilities 95 38 33 13 935 (250 ) 864 Total current liabilities 96 226 33 16 15,180 (250 ) 15,301 Intercompany payables, net — 902 — 4,691 517 (6,110 ) — Long-term debt 498 1,635 2,256 — — — 4,389 Liability for pension benefits — — — — 1,170 — 1,170 Deferred tax liabilities — — — — 688 (129 ) 559 Provision for liabilities — 120 — — 420 — 540 Other non-current liabilities — 13 — 5 411 — 429 Total non-current liabilities 498 2,670 2,256 4,696 3,206 (6,239 ) 7,087 TOTAL LIABILITIES 594 2,896 2,289 4,712 18,386 (6,489 ) 22,388 REDEEMABLE NON-CONTROLLING INTEREST — — — — 26 — 26 EQUITY Total Willis Towers Watson shareholders’ equity 9,852 4,180 1,746 3,552 13,752 (23,230 ) 9,852 Non-controlling interests — — — — 119 — 119 Total equity 9,852 4,180 1,746 3,552 13,871 (23,230 ) 9,971 TOTAL LIABILITIES AND EQUITY $ 10,446 $ 7,076 $ 4,035 $ 8,264 $ 32,283 $ (29,719 ) $ 32,385 Condensed Consolidating Balance Sheet As of December 31, 2017 Willis Towers Watson plc Willis North America Trinity Acquisition plc Other guarantors Non guarantors Eliminations Consolidated ASSETS Cash and cash equivalents $ 2 $ — $ — $ 1 $ 1,027 $ — $ 1,030 Fiduciary assets — — — — 12,155 — 12,155 Accounts receivable, net — 4 — — 2,242 — 2,246 Prepaid and other current assets — 267 1 44 264 (146 ) 430 Total current assets 2 271 1 45 15,688 (146 ) 15,861 Intercompany receivables, net 6,202 — 2,501 — — (8,703 ) - Fixed assets, net — — — 25 960 — 985 Goodwill — — — — 10,519 — 10,519 Other intangible assets, net — — — 60 3,882 (60 ) 3,882 Pension benefits assets — — — — 764 — 764 Other non-current assets — 115 3 31 388 (90 ) 447 Total non-current assets 6,202 115 2,504 116 16,513 (8,853 ) 16,597 Investments in subsidiaries 4,506 6,125 1,918 8,425 — (20,974 ) — TOTAL ASSETS $ 10,710 $ 6,511 $ 4,423 $ 8,586 $ 32,201 $ (29,973 ) $ 32,458 LIABILITIES AND EQUITY Fiduciary liabilities $ — $ — $ — $ — $ 12,155 $ — $ 12,155 Deferred revenue and accrued expenses — 19 — 7 1,685 — 1,711 Short-term debt and current portion of long-term debt — — — — 85 — 85 Other current liabilities 87 83 33 27 724 (150 ) 804 Total current liabilities 87 102 33 34 14,649 (150 ) 14,755 Intercompany payables, net — 787 — 3,895 4,021 (8,703 ) — Long-term debt 497 986 2,883 — 84 — 4,450 Liability for pension benefits — — — — 1,259 — 1,259 Deferred tax liabilities — — — — 704 (89 ) 615 Provision for liabilities — 120 — — 438 — 558 Other non-current liabilities — 19 — 5 520 — 544 Total non-current liabilities 497 1,912 2,883 3,900 7,026 (8,792 ) 7,426 TOTAL LIABILITIES 584 2,014 2,916 3,934 21,675 (8,942 ) 22,181 REDEEMABLE NON-CONTROLLING INTEREST — — — — 28 — 28 EQUITY Total Willis Towers Watson shareholders’ equity 10,126 4,497 1,507 4,652 10,375 (21,031 ) 10,126 Non-controlling interests — — — — 123 — 123 Total equity 10,126 4,497 1,507 4,652 10,498 (21,031 ) 10,249 TOTAL LIABILITIES AND EQUITY $ 10,710 $ 6,511 $ 4,423 $ 8,586 $ 32,201 $ (29,973 ) $ 32,458 |
Condensed Consolidating Statement of Cash Flows | Condensed Consolidating Statement of Cash Flows Year ended December 31, 2018 Willis Towers Watson plc Willis North America Trinity Acquisition plc Other guarantors Non- guarantors Eliminations Consolidated NET CASH (USED IN)/FROM OPERATING ACTIVITIES $ (537 ) $ 153 $ 355 $ (792 ) $ 3,196 $ (1,087 ) $ 1,288 CASH FLOWS FROM/(USED IN) INVESTING ACTIVITIES Additions to fixed assets and software for internal use — — — (4 ) (264 ) — (268 ) Capitalized software costs — — — — (54 ) — (54 ) Acquisitions of operations, net of cash acquired — — — — (36 ) — (36 ) Net proceeds from sale of operations — — — — 4 — 4 Other, net — — — — 13 — 13 Proceeds from/(repayments of) intercompany investing activities, net 1,398 369 92 356 (2,673 ) 458 — Net cash from/(used in) investing activities $ 1,398 $ 369 $ 92 $ 352 $ (3,010 ) $ 458 $ (341 ) CASH FLOWS (USED IN)/FROM FINANCING ACTIVITIES Net payments on revolving credit facility — (155 ) (599 ) — — — (754 ) Senior notes issued — 998 — — — — 998 Debt issuance costs — (8 ) — — — — (8 ) Repayments of debt — — — — (170 ) — (170 ) Repurchase of shares (602 ) — — — — — (602 ) Proceeds from issuance of shares 45 — — — — — 45 Payments of deferred and contingent consideration related to acquisitions — — — — (50 ) — (50 ) Cash paid for employee taxes on withholding shares — — — — (30 ) — (30 ) Dividends paid (306 ) — (686 ) (150 ) (251 ) 1,087 (306 ) Acquisitions of and dividends paid to non- controlling interests — — — — (26 ) — (26 ) (Repayments of)/proceeds from intercompany financing activities, net — (1,357 ) 838 589 388 (458 ) — Net cash (used in)/from financing activities $ (863 ) $ (522 ) $ (447 ) $ 439 $ (139 ) $ 629 $ (903 ) (DECREASE)/INCREASE IN CASH AND CASH EQUIVALENTS (2 ) — — (1 ) 47 — 44 Effect of exchange rate changes on cash and cash equivalents — — — — (41 ) — (41 ) CASH AND CASH EQUIVALENTS, BEGINNING OF YEAR 2 — — 1 1,027 — 1,030 CASH AND CASH EQUIVALENTS, END OF YEAR $ — $ — $ — $ — $ 1,033 $ — $ 1,033 Condensed Consolidating Statement of Cash Flows Year ended December 31, 2017 Willis Towers Watson plc Willis North America Trinity Acquisition plc Other guarantors Non- guarantors Eliminations Consolidated NET CASH FROM/(USED IN) OPERATING ACTIVITIES $ 743 $ 114 $ 29 $ (696 ) $ 939 $ (267 ) $ 862 CASH FLOWS FROM/(USED IN) INVESTING ACTIVITIES Additions to fixed assets and software for internal use — — — (8 ) (292 ) — (300 ) Capitalized software costs — — — — (75 ) — (75 ) Acquisitions of operations, net of cash acquired — — — — (13 ) — (13 ) Net proceeds from sale of operations — — — — 57 — 57 Other, net — — — — (4 ) — (4 ) Proceeds from/(repayments of) intercompany investing activities, net 1,042 (55 ) (1,600 ) 277 (485 ) 821 — (Increase)/decrease in investment in subsidiaries (1,035 ) (115 ) (148 ) 833 465 — — Net cash from/(used in) investing activities $ 7 $ (170 ) $ (1,748 ) $ 1,102 $ (347 ) $ 821 $ (335 ) CASH FLOWS (USED IN)/FROM FINANCING ACTIVITIES Net borrowings on revolving credit facility — 155 487 — — — 642 Senior notes issued — 649 — — — — 649 Proceeds from issuance of other debt — — — — 32 — 32 Debt issuance costs — (5 ) (4 ) — — — (9 ) Repayments of debt — (394 ) (220 ) — (120 ) — (734 ) Repurchase of shares (532 ) — — — — — (532 ) Proceeds from issuance of shares 61 — — — — — 61 Payments related to share cancellation — — — — (177 ) — (177 ) Payments of deferred and contingent consideration related to acquisitions — — — — (65 ) — (65 ) Cash paid for employee taxes on withholding shares — — — — (18 ) — (18 ) Dividends paid (277 ) (58 ) — (58 ) (151 ) 267 (277 ) Acquisitions of and dividends paid to non- controlling interests — — — — (51 ) — (51 ) (Repayments of)/proceeds from intercompany financing activities, net — (291 ) 1,456 (347 ) 3 (821 ) — Net cash (used in)/from financing activities $ (748 ) $ 56 $ 1,719 $ (405 ) $ (547 ) $ (554 ) $ (479 ) INCREASE IN CASH AND CASH EQUIVALENTS 2 — — 1 45 — 48 Effect of exchange rate changes on cash and cash equivalents — — — — 112 — 112 CASH AND CASH EQUIVALENTS, BEGINNING OF YEAR — — — — 870 — 870 CASH AND CASH EQUIVALENTS, END OF YEAR $ 2 $ — $ — $ 1 $ 1,027 $ — $ 1,030 Condensed Consolidating Statement of Cash Flows Year ended December 31, 2016 Willis Towers Watson plc Willis North America Trinity Acquisition plc Other guarantors Non- guarantors Eliminations Consolidated NET CASH FROM/(USED IN) OPERATING ACTIVITIES $ (20 ) $ (83 ) $ 152 $ 440 $ 1,114 $ (670 ) $ 933 CASH FLOWS FROM/(USED IN) INVESTING ACTIVITIES Additions to fixed assets and software for internal use — (12 ) — (79 ) (221 ) 94 (218 ) Capitalized software costs — — — — (85 ) — (85 ) Acquisitions of operations, net of cash acquired — — — — 476 — 476 Net proceeds from sale of operations — — — — (4 ) 3 (1 ) Other, net — 33 — — 20 (30 ) 23 Proceeds from/(repayments of) intercompany investing activities, net (3,751 ) — (547 ) (3,405 ) (739 ) 8,442 — Decrease/(increase) in investment in subsidiaries 4,600 — — (1,000 ) (3,600 ) — — Net cash from/(used in) investing activities $ 849 $ 21 $ (547 ) $ (4,484 ) $ (4,153 ) $ 8,509 $ 195 CASH FLOWS (USED IN)/FROM FINANCING ACTIVITIES Net payments on revolving credit facility — — (237 ) — — — (237 ) 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 ) — (1,037 ) — (564 ) — (1,901 ) Repurchase of shares (396 ) — — — — — (396 ) Proceeds from issuance of shares 63 — — — — — 63 Payments of deferred and contingent consideration related to acquisitions — — — — (67 ) — (67 ) Cash paid for employee taxes on withholding shares — — — — (13 ) — (13 ) Dividends paid (199 ) (49 ) (302 ) (162 ) (90 ) 603 (199 ) Acquisitions of and dividends paid to non- controlling interests — — — — (21 ) — (21 ) Proceeds from/(repayments of) intercompany financing activities, net — 111 (21 ) 4,204 4,148 (8,442 ) — Net cash (used in)/from financing activities $ (832 ) $ 62 $ 395 $ 4,042 $ 3,397 $ (7,839 ) $ (775 ) (DECREASE)/INCREASE IN CASH AND CASH EQUIVALENTS (3 ) — — (2 ) 358 — 353 Effect of exchange rate changes on cash and cash equivalents — — — — (15 ) — (15 ) CASH AND CASH EQUIVALENTS, BEGINNING OF YEAR 3 — — 2 527 — 532 CASH AND CASH EQUIVALENTS, END OF YEAR $ — $ — $ — $ — $ 870 $ — $ 870 |
Nature of Operations (Details)
Nature of Operations (Details) | Dec. 31, 2018employeeCountry |
Organization Consolidation And Presentation Of Financial Statements [Abstract] | |
Number of employees employed (more than 43,000) | employee | 43,000 |
Number of countries in which entity operates (more than 140) | Country | 140 |
Basis of Presentation, Signif_4
Basis of Presentation, Significant Accounting Policies and Recent Accounting Pronouncements - Narrative (Details) $ in Millions | Jan. 04, 2016 | Dec. 31, 2018USD ($)Unit | Dec. 31, 2017USD ($) | Dec. 31, 2016USD ($) |
Significant Accounting Policies and Recent Accounting Pronouncements [Line Items] | ||||
Number of reporting units | Unit | 9 | |||
Accounting Standards Update 2014-09 [Member] | Other [Member] | ||||
Significant Accounting Policies and Recent Accounting Pronouncements [Line Items] | ||||
Portion of Revenue | 5.00% | |||
Accounting Standards Update 2014-09 [Member] | Broking [Member] | ||||
Significant Accounting Policies and Recent Accounting Pronouncements [Line Items] | ||||
Portion of Revenue | 48.00% | |||
Accounting Standards Update 2014-09 [Member] | Consulting [Member] | ||||
Significant Accounting Policies and Recent Accounting Pronouncements [Line Items] | ||||
Portion of Revenue | 34.00% | |||
Accounting Standards Update 2014-09 [Member] | Outsourced administration [Member] | ||||
Significant Accounting Policies and Recent Accounting Pronouncements [Line Items] | ||||
Portion of Revenue | 12.00% | |||
Accounting Standards Update 2014-09 [Member] | Reimbursed Expenses [Member] | ||||
Significant Accounting Policies and Recent Accounting Pronouncements [Line Items] | ||||
Portion of Revenue | 1.00% | |||
Accounting Standards Update 2017-07 [Member] | ||||
Significant Accounting Policies and Recent Accounting Pronouncements [Line Items] | ||||
Reclassification For Presentation | $ 280 | $ 222 | $ 203 | |
Buildings [Member] | ||||
Significant Accounting Policies and Recent Accounting Pronouncements [Line Items] | ||||
Useful life | 50 years | |||
Willis Limited [Member] | ||||
Significant Accounting Policies and Recent Accounting Pronouncements [Line Items] | ||||
Unencumbered and available funds required | $ 140 | |||
Unencumbered and available cash balance required | 79 | |||
Common Stock [Member] | ||||
Significant Accounting Policies and Recent Accounting Pronouncements [Line Items] | ||||
Reverse stock split ratio | 1 to 2.6490 | |||
Retained earnings [Member] | Accounting Standards Update 2016-02 [Member] | ||||
Significant Accounting Policies and Recent Accounting Pronouncements [Line Items] | ||||
Additional operating lease liabilities at the transition date | 1,200 | |||
Right-of-Use Asset | $ 1,000 | |||
Minimum [Member] | ||||
Significant Accounting Policies and Recent Accounting Pronouncements [Line Items] | ||||
Variable interest entity ownership percentage | 50.00% | |||
Equity ownership voting percentage | 20.00% | |||
Minimum [Member] | Internally developed software [Member] | ||||
Significant Accounting Policies and Recent Accounting Pronouncements [Line Items] | ||||
Useful life | 3 years | |||
Minimum [Member] | Furniture, equipment and software [Member] | ||||
Significant Accounting Policies and Recent Accounting Pronouncements [Line Items] | ||||
Useful life | 3 years | |||
Maximum [Member] | ||||
Significant Accounting Policies and Recent Accounting Pronouncements [Line Items] | ||||
Equity ownership voting percentage | 50.00% | |||
Maximum [Member] | Internally developed software [Member] | ||||
Significant Accounting Policies and Recent Accounting Pronouncements [Line Items] | ||||
Useful life | 10 years | |||
Maximum [Member] | Furniture, equipment and software [Member] | ||||
Significant Accounting Policies and Recent Accounting Pronouncements [Line Items] | ||||
Useful life | 10 years |
Basis of Presentation, Signif_5
Basis of Presentation, Significant Accounting Policies and Recent Accounting Pronouncements - Finite-lived Intangible Assets (Details) | 12 Months Ended |
Dec. 31, 2018 | |
Product [Member] | |
Acquired Finite Lived Intangible Assets [Line Items] | |
Expected life | 17 years 6 months |
Favorable agreements [Member] | |
Acquired Finite Lived Intangible Assets [Line Items] | |
Expected life | 7 years |
Management contracts [Member] | |
Acquired Finite Lived Intangible Assets [Line Items] | |
Expected life | 18 years |
Minimum [Member] | Client relationships [Member] | |
Acquired Finite Lived Intangible Assets [Line Items] | |
Expected life | 5 years |
Minimum [Member] | Software [Member] | |
Acquired Finite Lived Intangible Assets [Line Items] | |
Expected life | 4 years |
Minimum [Member] | Trademark and trade name [Member] | |
Acquired Finite Lived Intangible Assets [Line Items] | |
Expected life | 14 years |
Maximum [Member] | Client relationships [Member] | |
Acquired Finite Lived Intangible Assets [Line Items] | |
Expected life | 20 years |
Maximum [Member] | Software [Member] | |
Acquired Finite Lived Intangible Assets [Line Items] | |
Expected life | 7 years |
Maximum [Member] | Trademark and trade name [Member] | |
Acquired Finite Lived Intangible Assets [Line Items] | |
Expected life | 25 years |
Merger, Acquisitions and Divest
Merger, Acquisitions and Divestitures - Narrative (Details) $ / shares in Units, $ in Millions | Dec. 21, 2018USD ($) | Jan. 04, 2016USD ($)$ / shares | Dec. 31, 2018USD ($) | Dec. 31, 2017USD ($) | Dec. 31, 2016USD ($) |
Business Acquisition [Line Items] | |||||
Cash acquired | $ 13 | $ 0 | $ 476 | ||
Other intangible assets, net | 3,318 | 3,882 | |||
Goodwill | $ 10,465 | $ 10,519 | $ 10,413 | ||
Towers Watson & Co. [Member] | |||||
Business Acquisition [Line Items] | |||||
Duration that entity has been in existence (more than) | 100 years | ||||
Conversion of Towers Watson stock to Willis stock, conversion ratio | 2.6490 | ||||
Cash acquired | $ 476 | ||||
Total consideration | $ 8,723 | ||||
Towers Watson & Co. [Member] | Ordinary shares, $0.000115 nominal value [Member] | |||||
Business Acquisition [Line Items] | |||||
Ordinary shares, nominal value (USD per share) | $ / shares | $ 0.000115 | ||||
Alston Gayler Acquisition [Member] | |||||
Business Acquisition [Line Items] | |||||
Total consideration | $ 67 | ||||
Consideration paid in cash | 35 | ||||
Deferred consideration | 32 | ||||
Other intangible assets, net | 36 | ||||
Goodwill | $ 24 |
Merger, Acquisitions and Dive_2
Merger, Acquisitions and Divestitures - Calculation of Aggregate Merger Consideration (Details) $ / shares in Units, $ in Millions | Jan. 04, 2016USD ($)$ / sharesshares | Dec. 31, 2016USD ($) |
Business Acquisition [Line Items] | ||
Value of equity awards assumed | $ 37 | |
Towers Watson & Co. [Member] | ||
Business Acquisition [Line Items] | ||
Number of shares of Towers Watson common stock outstanding as of January 4, 2016 | shares | 69,000,000 | |
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 & Co. [Member] | Willis Group Holdings [Member] | ||
Business Acquisition [Line Items] | ||
Number of Willis Group Holdings shares issued (prior to reverse stock split) | shares | 184,000,000 | |
Willis Group Holdings price per share on January 4, 2016 | $ / shares | $ 47.18 |
Merger, Acquisitions and Dive_3
Merger, Acquisitions and Divestitures - Global Wealth Solutions Divestiture (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, Related Party Loan Collateral | $ 3 |
Global Wealth Solutions Transaction, Rate | 3.00% |
Global Wealth Solutions Transaction, Loan Receivable Term | 10 years |
Merger, Acquisitions and Dive_4
Merger, Acquisitions and Divestitures - All divestitures (Details) $ in Millions | 6 Months Ended | 12 Months Ended | ||
Dec. 31, 2017Business | Dec. 31, 2018USD ($) | Dec. 31, 2017USD ($) | Dec. 31, 2016USD ($) | |
Dispositions [Abstract] | ||||
Dispositions, Number of Businesses | Business | 5 | |||
Disposal Group, Not Discontinued Operation, Gain (Loss) on Disposal | $ (9) | $ 13 | $ 2 | |
Dispositions, Revenues prior to Sales | 54 | |||
Dispositions Operating Income prior to Sales | $ 13 |
Revenue - Schedule of Effect of
Revenue - Schedule of Effect of ASC 606 on Financial Statements (Details) - USD ($) $ / shares in Units, $ in Millions | 3 Months Ended | 12 Months Ended | |||||||||||
Dec. 31, 2018 | Sep. 30, 2018 | Jun. 30, 2018 | Mar. 31, 2018 | Dec. 31, 2017 | Sep. 30, 2017 | Jun. 30, 2017 | Mar. 31, 2017 | Dec. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2016 | Jan. 01, 2018 | ||
New Accounting Pronouncements or Change in Accounting Principle [Line Items] | |||||||||||||
Accounts receivable, net | $ 2,379 | $ 2,246 | $ 2,379 | $ 2,246 | $ 2,555 | ||||||||
Prepaid and other current assets | 404 | 430 | 404 | 430 | |||||||||
Fixed assets, net | 942 | 985 | 942 | 985 | |||||||||
Other non-current assets | 467 | 447 | 467 | 447 | |||||||||
Deferred revenue and accrued expenses | 1,647 | 1,711 | 1,647 | 1,711 | |||||||||
Other current liabilities | 864 | 804 | 864 | 804 | |||||||||
Deferred tax liabilities | 559 | 615 | 559 | 615 | |||||||||
Provision for liabilities | 540 | 558 | 540 | 558 | |||||||||
Retained earnings | [1] | 1,201 | 1,104 | 1,201 | 1,104 | ||||||||
Revenue | 2,372 | $ 1,859 | $ 1,990 | $ 2,292 | 2,078 | $ 1,852 | $ 1,953 | $ 2,319 | 8,513 | 8,202 | $ 7,887 | ||
Salaries and benefits | 5,123 | 4,967 | 4,849 | ||||||||||
Depreciation | 208 | 203 | 178 | ||||||||||
Income from operations | 470 | 17 | 63 | 259 | 80 | (26) | 61 | 401 | 809 | 516 | 348 | ||
INCOME FROM OPERATIONS BEFORE INCOME TAXES | 851 | 492 | 342 | ||||||||||
Provision for income taxes | (136) | 100 | 96 | ||||||||||
NET INCOME | 383 | 46 | 65 | 221 | 253 | (54) | 41 | 352 | 715 | 592 | 438 | ||
Net income attributable to Willis Towers Watson | $ 378 | $ 44 | $ 58 | $ 215 | $ 245 | $ (54) | $ 33 | $ 344 | $ 695 | $ 568 | $ 420 | ||
Basic earnings per share | $ 2.91 | $ 0.34 | $ 0.44 | $ 1.62 | $ 1.85 | $ (0.40) | $ 0.24 | $ 2.51 | $ 5.29 | $ 4.21 | $ 3.07 | ||
Diluted earnings per share | $ 2.89 | $ 0.33 | $ 0.44 | $ 1.61 | $ 1.84 | $ (0.40) | $ 0.24 | $ 2.50 | $ 5.27 | $ 4.18 | $ 3.04 | ||
Net cash from operating activities | $ 1,288 | $ 862 | $ 933 | ||||||||||
Capitalized software costs | (54) | (75) | $ (85) | ||||||||||
Calculated under revenue guidance in Topic 606 [Member] | Accounting Standards Update 2014-09 [Member] | |||||||||||||
New Accounting Pronouncements or Change in Accounting Principle [Line Items] | |||||||||||||
Accounts receivable, net | 2,555 | ||||||||||||
Prepaid and other current assets | 519 | ||||||||||||
Fixed assets, net | 902 | ||||||||||||
Other non-current assets | 486 | ||||||||||||
Deferred revenue and accrued expenses | 1,637 | ||||||||||||
Deferred tax liabilities | 714 | ||||||||||||
Provision for liabilities | 570 | ||||||||||||
Retained earnings | 1,421 | ||||||||||||
Calculated under Revenue Guidance in Effect before Topic 606 [Member] | Accounting Standards Update 2014-09 [Member] | |||||||||||||
New Accounting Pronouncements or Change in Accounting Principle [Line Items] | |||||||||||||
Accounts receivable, net | $ 2,198 | $ 2,246 | 2,198 | 2,246 | |||||||||
Prepaid and other current assets | 302 | 430 | 302 | 430 | |||||||||
Fixed assets, net | 1,051 | 985 | 1,051 | 985 | |||||||||
Other non-current assets | 419 | 447 | 419 | 447 | |||||||||
Deferred revenue and accrued expenses | 1,754 | 1,711 | 1,754 | 1,711 | |||||||||
Other current liabilities | 863 | 863 | |||||||||||
Deferred tax liabilities | 479 | 615 | 479 | 615 | |||||||||
Provision for liabilities | 529 | 558 | 529 | 558 | |||||||||
Retained earnings | 964 | $ 1,104 | 964 | $ 1,104 | |||||||||
Revenue | 8,613 | ||||||||||||
Salaries and benefits | 5,098 | ||||||||||||
Depreciation | 235 | ||||||||||||
Income from operations | 907 | ||||||||||||
INCOME FROM OPERATIONS BEFORE INCOME TAXES | 949 | ||||||||||||
Provision for income taxes | (154) | ||||||||||||
NET INCOME | 795 | ||||||||||||
Net income attributable to Willis Towers Watson | $ 775 | ||||||||||||
Basic earnings per share | $ 5.90 | ||||||||||||
Diluted earnings per share | $ 5.87 | ||||||||||||
Net cash from operating activities | $ 1,338 | ||||||||||||
Capitalized software costs | (104) | ||||||||||||
Difference between Revenue Guidance in Effect before and after Topic 606 [Member] | Accounting Standards Update 2014-09 [Member] | |||||||||||||
New Accounting Pronouncements or Change in Accounting Principle [Line Items] | |||||||||||||
Accounts receivable, net | [2] | 181 | 181 | 309 | |||||||||
Prepaid and other current assets | [3] | 102 | 102 | 89 | |||||||||
Fixed assets, net | [4] | (109) | (109) | (83) | |||||||||
Other non-current assets | [4] | 48 | 48 | 39 | |||||||||
Deferred revenue and accrued expenses | [5] | (107) | (107) | (74) | |||||||||
Other current liabilities | [6] | 1 | 1 | ||||||||||
Deferred tax liabilities | [6] | 80 | 80 | 99 | |||||||||
Provision for liabilities | [7] | 11 | 11 | 12 | |||||||||
Retained earnings | [8] | $ 237 | 237 | $ 317 | |||||||||
Revenue | [9],[10],[11],[12],[13] | (100) | |||||||||||
Salaries and benefits | [14],[15],[16] | 25 | |||||||||||
Depreciation | [14],[15],[16] | (27) | |||||||||||
Income from operations | (98) | ||||||||||||
INCOME FROM OPERATIONS BEFORE INCOME TAXES | (98) | ||||||||||||
Provision for income taxes | [17] | 18 | |||||||||||
NET INCOME | (80) | ||||||||||||
Net income attributable to Willis Towers Watson | $ (80) | ||||||||||||
Basic earnings per share | $ (0.61) | ||||||||||||
Diluted earnings per share | $ (0.60) | ||||||||||||
Net cash from operating activities | [18] | $ (50) | |||||||||||
Capitalized software costs | [18] | $ 50 | |||||||||||
[1] | Equity includes (a) Ordinary shares $0.000304635 nominal value; Authorized 1,510,003,775; Issued 128,921,530 (2018) and 132,139,581 (2017); Outstanding 128,921,530 (2018) and 132,139,581 (2017); (b) Ordinary shares, €1 nominal value; Authorized and Issued 40,000 shares in 2018 and 2017; and (c) Preference shares, $0.000115 nominal value; Authorized 1,000,000,000 and Issued none in 2018 and 2017. | ||||||||||||
[2] | Accounts receivable, net, now includes receivables that have been billed, not yet billed and short-term contract assets. This adjustment is the result of the cumulative adjustments to revenue that have not yet been collected from our customers, but are expected to be collected within the next twelve months. The most significant increases to this balance result from revenue acceleration under ASC 606 for Medicare and proportional treaty broking commissions. | ||||||||||||
[3] | Prepaid and other current assets include the impact of costs deferred in connection with our broking pre-placement activities. These costs are being deferred while the related pre-placement work is performed, and amortized as the related revenue is recognized, typically upon policy inception. Since the amortization period associated with these fulfillment costs is less than one year, these deferred costs have been classified as a current asset. | ||||||||||||
[4] | Prior to the adoption of ASC 606, costs that we deferred related to certain system implementation activities had been included in fixed assets, net. These costs, adjusted based on the guidance in ASC 606, have now been included in other non-current assets. Additionally we have included less significant impacts of adjustments to deferred tax assets and have classified non-current contract assets within non-current assets. | ||||||||||||
[5] | Deferred revenue has been adjusted primarily to reflect revenue acceleration in our Medicare broking business. Additional adjustments were included to accelerate the license component of certain software arrangements and to net deferred revenue with contract assets. | ||||||||||||
[6] | Other current liabilities, which include current taxes payable, and deferred tax liabilities, have been adjusted for the tax effects of the individual changes resulting from the adoption of ASC 606. The income tax expense was calculated based on the U.S. and foreign statutory rates applicable to adjustments made. Where applicable, a U.S. statutory rate of 21% was used. | ||||||||||||
[7] | Provision for liabilities has been adjusted for additional reserves for long-term post-placement obligations in our broking business. | ||||||||||||
[8] | Retained earnings has been adjusted for the net impact of the adoption of ASC 606. See the discussion of the significant pre-tax changes by revenue in the following section. | ||||||||||||
[9] | Health and benefits broking — Revenue for certain Health and Benefits broking arrangements, in our Human Capital and Benefits segment, will now be recognized evenly over the year to reflect the nature of the ongoing obligations to our customers as well as receipt of the monthly commissions. These contracts are monthly or annual in nature, and are considered complete as of the transition date. Therefore, no retained earnings adjustment is required. The total effect to revenue as a result of this accounting change for the year ended December 31, 2018 was a decrease of $57 million. | ||||||||||||
[10] | Medicare broking — The majority of revenue recognition for this offering, within our Individual Marketplace business, has moved from monthly ratable recognition over the policy period, to recognition upon placement of the policy. Consequently, the Company will now recognize approximately two-thirds of one calendar year of expected commissions during its fourth quarter of the preceding calendar year. The remainder of the revenue is recognized consistently with methods used prior to the adoption of ASC 606. Therefore, at the adoption date, we have reflected a $271 million pre-tax increase to retained earnings for the portion of the revenue that would otherwise have been recognized during our 2018 calendar year since our earnings process was largely completed during the fourth quarter of 2017. Additionally, we have reflected a $40 million pretax adjustment to increase retained earnings related to previously deferred contingent revenue from placements made prior to 2018 because the earnings process was complete under ASC 606. During the year ended December 31, 2018, the accounting for this revenue stream under ASC 606 represented a reduction of revenue from ASC 605, Revenue Recognition (‘ASC 605’) accounting methods of $38 million. | ||||||||||||
[11] | Other adjustments — Certain other revenue changes with individually less significant adjustments were made to retained earnings as of the adoption date totaling a net $28 million. The cumulative change to revenue for the year ended December 31, 2018 for other revenue streams not discussed above resulting from the ASC 606 adoption was a decrease of $7 million. | ||||||||||||
[12] | Proportional treaty reinsurance broking — The revenue recognition for proportional treaty reinsurance broking commissions, within our Investment, Risk and Reinsurance segment, has moved from recognition upon the receipt of the monthly or quarterly treaty statements from the ceding insurance carriers, to the recognition of an estimate of expected commissions upon the policy effective date. Since the majority of revenue recognized historically based on these monthly or quarterly statements was received over a two-year period, we reflected a $50 million pretax increase to retained earnings at the adoption date for the portion of revenue that would otherwise have been recognized during our 2018 calendar year related to policies effective in 2017 or prior years. For the year ended December 31, 2018, this accounting change resulted in a revenue increase of $2 million related to this adjustment. | ||||||||||||
[13] | Revenue was adjusted for the following significant changes: | ||||||||||||
[14] | Other cost adjustments — This guidance now applies to our broking arrangements and certain consulting engagements. While the costs deferred for our broking arrangements will typically be amortized within one year, costs now deferred related to certain consulting arrangements will be amortized over a longer term. We have increased pre-tax retained earnings by $75 million, primarily to reflect the total changes to contract costs as of the adoption date. For the year ended December 31, 2018, these changes resulted in a decrease in expense of $8 million. | ||||||||||||
[15] | Salaries and benefits and depreciation expense have been impacted by the guidance for deferred costs. Our accounting for these deferred costs has changed for certain revenue streams with system implementation activities, and other types of arrangements with associated costs, that now meet the criteria for cost deferral under ASC 606: | ||||||||||||
[16] | System implementation activities — For those portions of the business that previously deferred costs, the length of time over which we amortize those costs will extend to a longer estimated contract term. For 2017 and prior years, these costs were amortized over a typical period of 3-5 years in accordance with the initial stated terms of the customer agreements. Additionally, the composition of deferred costs has been adjusted to reflect the guidance in ASC 606. A reduction adjustment to retained earnings of $46 million was recorded on the adoption date to reflect these changes. Further, the amortization of the costs are no longer classified as depreciation expense, but rather included in salaries and benefits. These adjustments resulted in an increase in expense of $6 million for the year ended December 31, 2018. | ||||||||||||
[17] | The provision for income taxes for the year ended December 31, 2018 was $18 million lower than our provision on an ASC 605 basis. The income tax expense was calculated based on the U.S. and foreign statutory rates applicable to adjustments made. Where applicable, a U.S. statutory rate of 21% was used. There was a $101 million net tax reduction to retained earnings upon adoption of ASC 606. | ||||||||||||
[18] | As part of the changes in accounting for deferred costs, amounts capitalized relating to system implementation activities are now classified as operating cash flows. Prior to 2018, those costs capitalized under previous guidance were included in Capitalized software costs as an investing cash outflow. |
Revenue - Narrative (Details)
Revenue - Narrative (Details) - USD ($) $ in Millions | 3 Months Ended | 12 Months Ended | |||||||||||
Dec. 31, 2018 | Sep. 30, 2018 | Jun. 30, 2018 | Mar. 31, 2018 | Dec. 31, 2017 | Sep. 30, 2017 | Jun. 30, 2017 | Mar. 31, 2017 | Dec. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2016 | Jan. 01, 2018 | ||
New Accounting Pronouncements or Change in Accounting Principle [Line Items] | |||||||||||||
U.S. statutory tax rate | 21.00% | 35.00% | 35.00% | ||||||||||
Revenues | $ 2,372 | $ 1,859 | $ 1,990 | $ 2,292 | $ 2,078 | $ 1,852 | $ 1,953 | $ 2,319 | $ 8,513 | $ 8,202 | $ 7,887 | ||
Retained earnings | [1] | 1,201 | 1,104 | 1,201 | 1,104 | ||||||||
Operating Expenses | 1,902 | $ 1,842 | $ 1,927 | $ 2,033 | $ 1,998 | $ 1,878 | $ 1,892 | $ 1,918 | 7,704 | 7,686 | 7,539 | ||
(Provision for)/benefit from income taxes | (136) | $ 100 | $ 96 | ||||||||||
January 1 2018 [Member] | |||||||||||||
New Accounting Pronouncements or Change in Accounting Principle [Line Items] | |||||||||||||
Contract with Customer, Liability, Revenue Recognized | $ 389 | ||||||||||||
Other [Member] | Accounting Standards Update 2014-09 [Member] | Maximum [Member] | |||||||||||||
New Accounting Pronouncements or Change in Accounting Principle [Line Items] | |||||||||||||
Revenue, Percentage of Total Revenue | 5.00% | ||||||||||||
System implementation activities [Member] | Accounting Standards Update 2014-09 [Member] | For 2017 and Prior Years [Member] | Minimum [Member] | |||||||||||||
New Accounting Pronouncements or Change in Accounting Principle [Line Items] | |||||||||||||
Costs amortization period | 3 years | ||||||||||||
System implementation activities [Member] | Accounting Standards Update 2014-09 [Member] | For 2017 and Prior Years [Member] | Maximum [Member] | |||||||||||||
New Accounting Pronouncements or Change in Accounting Principle [Line Items] | |||||||||||||
Costs amortization period | 5 years | ||||||||||||
Difference between Revenue Guidance in Effect before and after Topic 606 [Member] | Accounting Standards Update 2014-09 [Member] | |||||||||||||
New Accounting Pronouncements or Change in Accounting Principle [Line Items] | |||||||||||||
Revenues | [2],[3],[4],[5],[6] | $ (100) | |||||||||||
Retained earnings | [7] | $ 237 | 237 | $ 317 | |||||||||
(Provision for)/benefit from income taxes | [8] | 18 | |||||||||||
Difference between Revenue Guidance in Effect before and after Topic 606 [Member] | Medicare broking [Member] | Accounting Standards Update 2014-09 [Member] | |||||||||||||
New Accounting Pronouncements or Change in Accounting Principle [Line Items] | |||||||||||||
Revenues | [3] | (38) | |||||||||||
Retained earnings | [3] | 311 | |||||||||||
Difference between Revenue Guidance in Effect before and after Topic 606 [Member] | Proportional treaty reinsurance broking [Member] | Accounting Standards Update 2014-09 [Member] | |||||||||||||
New Accounting Pronouncements or Change in Accounting Principle [Line Items] | |||||||||||||
Revenues | [5] | 2 | |||||||||||
Retained earnings | [5] | 50 | |||||||||||
Difference between Revenue Guidance in Effect before and after Topic 606 [Member] | Health and benefits broking [Member] | Accounting Standards Update 2014-09 [Member] | |||||||||||||
New Accounting Pronouncements or Change in Accounting Principle [Line Items] | |||||||||||||
Revenues | [2] | (57) | |||||||||||
Retained earnings | 0 | ||||||||||||
Difference between Revenue Guidance in Effect before and after Topic 606 [Member] | Other [Member] | Accounting Standards Update 2014-09 [Member] | |||||||||||||
New Accounting Pronouncements or Change in Accounting Principle [Line Items] | |||||||||||||
Revenues | [4] | (7) | |||||||||||
Retained earnings | [4] | 28 | |||||||||||
Difference between Revenue Guidance in Effect before and after Topic 606 [Member] | System implementation activities [Member] | Accounting Standards Update 2014-09 [Member] | |||||||||||||
New Accounting Pronouncements or Change in Accounting Principle [Line Items] | |||||||||||||
Retained earnings | [9] | (46) | |||||||||||
Operating Expenses | [9] | 6 | |||||||||||
Difference between Revenue Guidance in Effect before and after Topic 606 [Member] | Other Cost Adjustments [Member] | Accounting Standards Update 2014-09 [Member] | |||||||||||||
New Accounting Pronouncements or Change in Accounting Principle [Line Items] | |||||||||||||
Retained earnings | [10] | 75 | |||||||||||
Operating Expenses | [10] | (8) | |||||||||||
Difference between Revenue Guidance in Effect before and after Topic 606 [Member] | Income Tax Effect [Member] | Accounting Standards Update 2014-09 [Member] | |||||||||||||
New Accounting Pronouncements or Change in Accounting Principle [Line Items] | |||||||||||||
Retained earnings | [8] | (101) | |||||||||||
(Provision for)/benefit from income taxes | [8] | $ (18) | |||||||||||
Current Year Policies [Member] | Difference between Revenue Guidance in Effect before and after Topic 606 [Member] | Medicare broking [Member] | Accounting Standards Update 2014-09 [Member] | |||||||||||||
New Accounting Pronouncements or Change in Accounting Principle [Line Items] | |||||||||||||
Retained earnings | 271 | ||||||||||||
Prior Policy Years [Member] | Difference between Revenue Guidance in Effect before and after Topic 606 [Member] | Medicare broking [Member] | Accounting Standards Update 2014-09 [Member] | |||||||||||||
New Accounting Pronouncements or Change in Accounting Principle [Line Items] | |||||||||||||
Retained earnings | $ 40 | ||||||||||||
[1] | Equity includes (a) Ordinary shares $0.000304635 nominal value; Authorized 1,510,003,775; Issued 128,921,530 (2018) and 132,139,581 (2017); Outstanding 128,921,530 (2018) and 132,139,581 (2017); (b) Ordinary shares, €1 nominal value; Authorized and Issued 40,000 shares in 2018 and 2017; and (c) Preference shares, $0.000115 nominal value; Authorized 1,000,000,000 and Issued none in 2018 and 2017. | ||||||||||||
[2] | Health and benefits broking — Revenue for certain Health and Benefits broking arrangements, in our Human Capital and Benefits segment, will now be recognized evenly over the year to reflect the nature of the ongoing obligations to our customers as well as receipt of the monthly commissions. These contracts are monthly or annual in nature, and are considered complete as of the transition date. Therefore, no retained earnings adjustment is required. The total effect to revenue as a result of this accounting change for the year ended December 31, 2018 was a decrease of $57 million. | ||||||||||||
[3] | Medicare broking — The majority of revenue recognition for this offering, within our Individual Marketplace business, has moved from monthly ratable recognition over the policy period, to recognition upon placement of the policy. Consequently, the Company will now recognize approximately two-thirds of one calendar year of expected commissions during its fourth quarter of the preceding calendar year. The remainder of the revenue is recognized consistently with methods used prior to the adoption of ASC 606. Therefore, at the adoption date, we have reflected a $271 million pre-tax increase to retained earnings for the portion of the revenue that would otherwise have been recognized during our 2018 calendar year since our earnings process was largely completed during the fourth quarter of 2017. Additionally, we have reflected a $40 million pretax adjustment to increase retained earnings related to previously deferred contingent revenue from placements made prior to 2018 because the earnings process was complete under ASC 606. During the year ended December 31, 2018, the accounting for this revenue stream under ASC 606 represented a reduction of revenue from ASC 605, Revenue Recognition (‘ASC 605’) accounting methods of $38 million. | ||||||||||||
[4] | Other adjustments — Certain other revenue changes with individually less significant adjustments were made to retained earnings as of the adoption date totaling a net $28 million. The cumulative change to revenue for the year ended December 31, 2018 for other revenue streams not discussed above resulting from the ASC 606 adoption was a decrease of $7 million. | ||||||||||||
[5] | Proportional treaty reinsurance broking — The revenue recognition for proportional treaty reinsurance broking commissions, within our Investment, Risk and Reinsurance segment, has moved from recognition upon the receipt of the monthly or quarterly treaty statements from the ceding insurance carriers, to the recognition of an estimate of expected commissions upon the policy effective date. Since the majority of revenue recognized historically based on these monthly or quarterly statements was received over a two-year period, we reflected a $50 million pretax increase to retained earnings at the adoption date for the portion of revenue that would otherwise have been recognized during our 2018 calendar year related to policies effective in 2017 or prior years. For the year ended December 31, 2018, this accounting change resulted in a revenue increase of $2 million related to this adjustment. | ||||||||||||
[6] | Revenue was adjusted for the following significant changes: | ||||||||||||
[7] | Retained earnings has been adjusted for the net impact of the adoption of ASC 606. See the discussion of the significant pre-tax changes by revenue in the following section. | ||||||||||||
[8] | The provision for income taxes for the year ended December 31, 2018 was $18 million lower than our provision on an ASC 605 basis. The income tax expense was calculated based on the U.S. and foreign statutory rates applicable to adjustments made. Where applicable, a U.S. statutory rate of 21% was used. There was a $101 million net tax reduction to retained earnings upon adoption of ASC 606. | ||||||||||||
[9] | System implementation activities — For those portions of the business that previously deferred costs, the length of time over which we amortize those costs will extend to a longer estimated contract term. For 2017 and prior years, these costs were amortized over a typical period of 3-5 years in accordance with the initial stated terms of the customer agreements. Additionally, the composition of deferred costs has been adjusted to reflect the guidance in ASC 606. A reduction adjustment to retained earnings of $46 million was recorded on the adoption date to reflect these changes. Further, the amortization of the costs are no longer classified as depreciation expense, but rather included in salaries and benefits. These adjustments resulted in an increase in expense of $6 million for the year ended December 31, 2018. | ||||||||||||
[10] | Other cost adjustments — This guidance now applies to our broking arrangements and certain consulting engagements. While the costs deferred for our broking arrangements will typically be amortized within one year, costs now deferred related to certain consulting arrangements will be amortized over a longer term. We have increased pre-tax retained earnings by $75 million, primarily to reflect the total changes to contract costs as of the adoption date. For the year ended December 31, 2018, these changes resulted in a decrease in expense of $8 million. |
Revenue - Schedule of Effect _2
Revenue - Schedule of Effect of ASC 606 on Items in Retained Earnings and Earnings (Details) - USD ($) $ in Millions | 3 Months Ended | 12 Months Ended | |||||||||||
Dec. 31, 2018 | Sep. 30, 2018 | Jun. 30, 2018 | Mar. 31, 2018 | Dec. 31, 2017 | Sep. 30, 2017 | Jun. 30, 2017 | Mar. 31, 2017 | Dec. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2016 | Jan. 01, 2018 | ||
New Accounting Pronouncements or Change in Accounting Principle [Line Items] | |||||||||||||
Retained earnings | [1] | $ 1,201 | $ 1,104 | $ 1,201 | $ 1,104 | ||||||||
(Provision for)/benefit from income taxes | (136) | 100 | $ 96 | ||||||||||
Revenues | 2,372 | $ 1,859 | $ 1,990 | $ 2,292 | 2,078 | $ 1,852 | $ 1,953 | $ 2,319 | 8,513 | 8,202 | 7,887 | ||
Total costs of providing services | 1,902 | 1,842 | 1,927 | 2,033 | 1,998 | 1,878 | 1,892 | 1,918 | 7,704 | 7,686 | 7,539 | ||
Net income attributable to Willis Towers Watson | 378 | $ 44 | $ 58 | $ 215 | $ 245 | $ (54) | $ 33 | $ 344 | 695 | $ 568 | $ 420 | ||
Difference between Revenue Guidance in Effect before and after Topic 606 [Member] | Accounting Standards Update 2014-09 [Member] | |||||||||||||
New Accounting Pronouncements or Change in Accounting Principle [Line Items] | |||||||||||||
Retained earnings | [2] | $ 237 | 237 | $ 317 | |||||||||
(Provision for)/benefit from income taxes | [3] | 18 | |||||||||||
Revenues | [4],[5],[6],[7],[8] | (100) | |||||||||||
Net income attributable to Willis Towers Watson | (80) | ||||||||||||
Difference between Revenue Guidance in Effect before and after Topic 606 [Member] | Accounting Standards Update 2014-09 [Member] | Medicare broking [Member] | |||||||||||||
New Accounting Pronouncements or Change in Accounting Principle [Line Items] | |||||||||||||
Retained earnings | [5] | 311 | |||||||||||
Revenues | [5] | (38) | |||||||||||
Difference between Revenue Guidance in Effect before and after Topic 606 [Member] | Accounting Standards Update 2014-09 [Member] | Proportional treaty reinsurance broking [Member] | |||||||||||||
New Accounting Pronouncements or Change in Accounting Principle [Line Items] | |||||||||||||
Retained earnings | [7] | 50 | |||||||||||
Revenues | [7] | 2 | |||||||||||
Difference between Revenue Guidance in Effect before and after Topic 606 [Member] | Accounting Standards Update 2014-09 [Member] | Health and benefits broking [Member] | |||||||||||||
New Accounting Pronouncements or Change in Accounting Principle [Line Items] | |||||||||||||
Retained earnings | 0 | ||||||||||||
Revenues | [4] | (57) | |||||||||||
Difference between Revenue Guidance in Effect before and after Topic 606 [Member] | Accounting Standards Update 2014-09 [Member] | Other [Member] | |||||||||||||
New Accounting Pronouncements or Change in Accounting Principle [Line Items] | |||||||||||||
Retained earnings | [6] | 28 | |||||||||||
Revenues | [6] | (7) | |||||||||||
Difference between Revenue Guidance in Effect before and after Topic 606 [Member] | Accounting Standards Update 2014-09 [Member] | Total Revenue Adjustments [Member] | |||||||||||||
New Accounting Pronouncements or Change in Accounting Principle [Line Items] | |||||||||||||
Retained earnings | 389 | ||||||||||||
Revenues | (100) | ||||||||||||
Difference between Revenue Guidance in Effect before and after Topic 606 [Member] | Accounting Standards Update 2014-09 [Member] | System implementation activities [Member] | |||||||||||||
New Accounting Pronouncements or Change in Accounting Principle [Line Items] | |||||||||||||
Retained earnings | [9] | (46) | |||||||||||
Total costs of providing services | [9] | 6 | |||||||||||
Difference between Revenue Guidance in Effect before and after Topic 606 [Member] | Accounting Standards Update 2014-09 [Member] | Other Cost Adjustments [Member] | |||||||||||||
New Accounting Pronouncements or Change in Accounting Principle [Line Items] | |||||||||||||
Retained earnings | [10] | 75 | |||||||||||
Total costs of providing services | [10] | (8) | |||||||||||
Difference between Revenue Guidance in Effect before and after Topic 606 [Member] | Accounting Standards Update 2014-09 [Member] | Total Cost Adjustments [Member] | |||||||||||||
New Accounting Pronouncements or Change in Accounting Principle [Line Items] | |||||||||||||
Retained earnings | 29 | ||||||||||||
Total costs of providing services | (2) | ||||||||||||
Difference between Revenue Guidance in Effect before and after Topic 606 [Member] | Accounting Standards Update 2014-09 [Member] | Income Tax Effect [Member] | |||||||||||||
New Accounting Pronouncements or Change in Accounting Principle [Line Items] | |||||||||||||
Retained earnings | [3] | $ (101) | |||||||||||
(Provision for)/benefit from income taxes | [3] | $ (18) | |||||||||||
[1] | Equity includes (a) Ordinary shares $0.000304635 nominal value; Authorized 1,510,003,775; Issued 128,921,530 (2018) and 132,139,581 (2017); Outstanding 128,921,530 (2018) and 132,139,581 (2017); (b) Ordinary shares, €1 nominal value; Authorized and Issued 40,000 shares in 2018 and 2017; and (c) Preference shares, $0.000115 nominal value; Authorized 1,000,000,000 and Issued none in 2018 and 2017. | ||||||||||||
[2] | Retained earnings has been adjusted for the net impact of the adoption of ASC 606. See the discussion of the significant pre-tax changes by revenue in the following section. | ||||||||||||
[3] | The provision for income taxes for the year ended December 31, 2018 was $18 million lower than our provision on an ASC 605 basis. The income tax expense was calculated based on the U.S. and foreign statutory rates applicable to adjustments made. Where applicable, a U.S. statutory rate of 21% was used. There was a $101 million net tax reduction to retained earnings upon adoption of ASC 606. | ||||||||||||
[4] | Health and benefits broking — Revenue for certain Health and Benefits broking arrangements, in our Human Capital and Benefits segment, will now be recognized evenly over the year to reflect the nature of the ongoing obligations to our customers as well as receipt of the monthly commissions. These contracts are monthly or annual in nature, and are considered complete as of the transition date. Therefore, no retained earnings adjustment is required. The total effect to revenue as a result of this accounting change for the year ended December 31, 2018 was a decrease of $57 million. | ||||||||||||
[5] | Medicare broking — The majority of revenue recognition for this offering, within our Individual Marketplace business, has moved from monthly ratable recognition over the policy period, to recognition upon placement of the policy. Consequently, the Company will now recognize approximately two-thirds of one calendar year of expected commissions during its fourth quarter of the preceding calendar year. The remainder of the revenue is recognized consistently with methods used prior to the adoption of ASC 606. Therefore, at the adoption date, we have reflected a $271 million pre-tax increase to retained earnings for the portion of the revenue that would otherwise have been recognized during our 2018 calendar year since our earnings process was largely completed during the fourth quarter of 2017. Additionally, we have reflected a $40 million pretax adjustment to increase retained earnings related to previously deferred contingent revenue from placements made prior to 2018 because the earnings process was complete under ASC 606. During the year ended December 31, 2018, the accounting for this revenue stream under ASC 606 represented a reduction of revenue from ASC 605, Revenue Recognition (‘ASC 605’) accounting methods of $38 million. | ||||||||||||
[6] | Other adjustments — Certain other revenue changes with individually less significant adjustments were made to retained earnings as of the adoption date totaling a net $28 million. The cumulative change to revenue for the year ended December 31, 2018 for other revenue streams not discussed above resulting from the ASC 606 adoption was a decrease of $7 million. | ||||||||||||
[7] | Proportional treaty reinsurance broking — The revenue recognition for proportional treaty reinsurance broking commissions, within our Investment, Risk and Reinsurance segment, has moved from recognition upon the receipt of the monthly or quarterly treaty statements from the ceding insurance carriers, to the recognition of an estimate of expected commissions upon the policy effective date. Since the majority of revenue recognized historically based on these monthly or quarterly statements was received over a two-year period, we reflected a $50 million pretax increase to retained earnings at the adoption date for the portion of revenue that would otherwise have been recognized during our 2018 calendar year related to policies effective in 2017 or prior years. For the year ended December 31, 2018, this accounting change resulted in a revenue increase of $2 million related to this adjustment. | ||||||||||||
[8] | Revenue was adjusted for the following significant changes: | ||||||||||||
[9] | System implementation activities — For those portions of the business that previously deferred costs, the length of time over which we amortize those costs will extend to a longer estimated contract term. For 2017 and prior years, these costs were amortized over a typical period of 3-5 years in accordance with the initial stated terms of the customer agreements. Additionally, the composition of deferred costs has been adjusted to reflect the guidance in ASC 606. A reduction adjustment to retained earnings of $46 million was recorded on the adoption date to reflect these changes. Further, the amortization of the costs are no longer classified as depreciation expense, but rather included in salaries and benefits. These adjustments resulted in an increase in expense of $6 million for the year ended December 31, 2018. | ||||||||||||
[10] | Other cost adjustments — This guidance now applies to our broking arrangements and certain consulting engagements. While the costs deferred for our broking arrangements will typically be amortized within one year, costs now deferred related to certain consulting arrangements will be amortized over a longer term. We have increased pre-tax retained earnings by $75 million, primarily to reflect the total changes to contract costs as of the adoption date. For the year ended December 31, 2018, these changes resulted in a decrease in expense of $8 million. |
Revenue - Schedule of Disaggreg
Revenue - Schedule of Disaggregation of Revenue (Details) - USD ($) $ in Millions | 3 Months Ended | 12 Months Ended | ||||||||||
Dec. 31, 2018 | Sep. 30, 2018 | Jun. 30, 2018 | Mar. 31, 2018 | Dec. 31, 2017 | Sep. 30, 2017 | Jun. 30, 2017 | Mar. 31, 2017 | Dec. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2016 | ||
New Accounting Pronouncements or Change in Accounting Principle [Line Items] | ||||||||||||
Revenue from Contract with Customer, Excluding Assessed Tax | $ 8,413 | |||||||||||
Revenues | $ 2,372 | $ 1,859 | $ 1,990 | $ 2,292 | $ 2,078 | $ 1,852 | $ 1,953 | $ 2,319 | 8,513 | $ 8,202 | $ 7,887 | |
Broking [Member] | ||||||||||||
New Accounting Pronouncements or Change in Accounting Principle [Line Items] | ||||||||||||
Revenue from Contract with Customer, Excluding Assessed Tax | 4,021 | |||||||||||
Consulting [Member] | ||||||||||||
New Accounting Pronouncements or Change in Accounting Principle [Line Items] | ||||||||||||
Revenue from Contract with Customer, Excluding Assessed Tax | 2,830 | |||||||||||
Outsourced administration [Member] | ||||||||||||
New Accounting Pronouncements or Change in Accounting Principle [Line Items] | ||||||||||||
Revenue from Contract with Customer, Excluding Assessed Tax | 1,035 | |||||||||||
Other [Member] | ||||||||||||
New Accounting Pronouncements or Change in Accounting Principle [Line Items] | ||||||||||||
Revenue from Contract with Customer, Excluding Assessed Tax | 433 | |||||||||||
Interest and Other Income [Member] | ||||||||||||
New Accounting Pronouncements or Change in Accounting Principle [Line Items] | ||||||||||||
Revenue from Contract with Customer, Excluding Assessed Tax | [1] | 100 | ||||||||||
Operating Segments [Member] | ||||||||||||
New Accounting Pronouncements or Change in Accounting Principle [Line Items] | ||||||||||||
Revenue from Contract with Customer, Excluding Assessed Tax | 8,319 | |||||||||||
Revenues | 8,399 | 8,093 | 7,841 | |||||||||
Segment Reconciling Items [Member] | ||||||||||||
New Accounting Pronouncements or Change in Accounting Principle [Line Items] | ||||||||||||
Revenue from Contract with Customer, Excluding Assessed Tax | [2] | 94 | ||||||||||
Revenues | 114 | 109 | 104 | |||||||||
HCB [Member] | ||||||||||||
New Accounting Pronouncements or Change in Accounting Principle [Line Items] | ||||||||||||
Revenue from Contract with Customer, Excluding Assessed Tax | 3,271 | |||||||||||
Revenues | 3,295 | |||||||||||
HCB [Member] | Broking [Member] | ||||||||||||
New Accounting Pronouncements or Change in Accounting Principle [Line Items] | ||||||||||||
Revenue from Contract with Customer, Excluding Assessed Tax | 266 | |||||||||||
HCB [Member] | Consulting [Member] | ||||||||||||
New Accounting Pronouncements or Change in Accounting Principle [Line Items] | ||||||||||||
Revenue from Contract with Customer, Excluding Assessed Tax | 2,224 | |||||||||||
HCB [Member] | Outsourced administration [Member] | ||||||||||||
New Accounting Pronouncements or Change in Accounting Principle [Line Items] | ||||||||||||
Revenue from Contract with Customer, Excluding Assessed Tax | 484 | |||||||||||
HCB [Member] | Other [Member] | ||||||||||||
New Accounting Pronouncements or Change in Accounting Principle [Line Items] | ||||||||||||
Revenue from Contract with Customer, Excluding Assessed Tax | 235 | |||||||||||
HCB [Member] | Interest and Other Income [Member] | ||||||||||||
New Accounting Pronouncements or Change in Accounting Principle [Line Items] | ||||||||||||
Revenue from Contract with Customer, Excluding Assessed Tax | [1] | 24 | ||||||||||
HCB [Member] | Operating Segments [Member] | ||||||||||||
New Accounting Pronouncements or Change in Accounting Principle [Line Items] | ||||||||||||
Revenue from Contract with Customer, Excluding Assessed Tax | 3,209 | |||||||||||
Revenues | 3,233 | 3,176 | 3,100 | |||||||||
HCB [Member] | Segment Reconciling Items [Member] | ||||||||||||
New Accounting Pronouncements or Change in Accounting Principle [Line Items] | ||||||||||||
Revenue from Contract with Customer, Excluding Assessed Tax | [2] | 62 | ||||||||||
CRB [Member] | ||||||||||||
New Accounting Pronouncements or Change in Accounting Principle [Line Items] | ||||||||||||
Revenue from Contract with Customer, Excluding Assessed Tax | 2,815 | |||||||||||
Revenues | 2,852 | |||||||||||
CRB [Member] | Broking [Member] | ||||||||||||
New Accounting Pronouncements or Change in Accounting Principle [Line Items] | ||||||||||||
Revenue from Contract with Customer, Excluding Assessed Tax | 2,578 | |||||||||||
CRB [Member] | Consulting [Member] | ||||||||||||
New Accounting Pronouncements or Change in Accounting Principle [Line Items] | ||||||||||||
Revenue from Contract with Customer, Excluding Assessed Tax | 163 | |||||||||||
CRB [Member] | Outsourced administration [Member] | ||||||||||||
New Accounting Pronouncements or Change in Accounting Principle [Line Items] | ||||||||||||
Revenue from Contract with Customer, Excluding Assessed Tax | 65 | |||||||||||
CRB [Member] | Other [Member] | ||||||||||||
New Accounting Pronouncements or Change in Accounting Principle [Line Items] | ||||||||||||
Revenue from Contract with Customer, Excluding Assessed Tax | 9 | |||||||||||
CRB [Member] | Interest and Other Income [Member] | ||||||||||||
New Accounting Pronouncements or Change in Accounting Principle [Line Items] | ||||||||||||
Revenue from Contract with Customer, Excluding Assessed Tax | [1] | 37 | ||||||||||
CRB [Member] | Operating Segments [Member] | ||||||||||||
New Accounting Pronouncements or Change in Accounting Principle [Line Items] | ||||||||||||
Revenue from Contract with Customer, Excluding Assessed Tax | 2,815 | |||||||||||
Revenues | 2,852 | 2,709 | 2,608 | |||||||||
CRB [Member] | Segment Reconciling Items [Member] | ||||||||||||
New Accounting Pronouncements or Change in Accounting Principle [Line Items] | ||||||||||||
Revenue from Contract with Customer, Excluding Assessed Tax | [2] | 0 | ||||||||||
IRR [Member] | ||||||||||||
New Accounting Pronouncements or Change in Accounting Principle [Line Items] | ||||||||||||
Revenue from Contract with Customer, Excluding Assessed Tax | 1,528 | |||||||||||
Revenues | 1,564 | |||||||||||
IRR [Member] | Broking [Member] | ||||||||||||
New Accounting Pronouncements or Change in Accounting Principle [Line Items] | ||||||||||||
Revenue from Contract with Customer, Excluding Assessed Tax | 905 | |||||||||||
IRR [Member] | Consulting [Member] | ||||||||||||
New Accounting Pronouncements or Change in Accounting Principle [Line Items] | ||||||||||||
Revenue from Contract with Customer, Excluding Assessed Tax | 430 | |||||||||||
IRR [Member] | Outsourced administration [Member] | ||||||||||||
New Accounting Pronouncements or Change in Accounting Principle [Line Items] | ||||||||||||
Revenue from Contract with Customer, Excluding Assessed Tax | 0 | |||||||||||
IRR [Member] | Other [Member] | ||||||||||||
New Accounting Pronouncements or Change in Accounting Principle [Line Items] | ||||||||||||
Revenue from Contract with Customer, Excluding Assessed Tax | 185 | |||||||||||
IRR [Member] | Interest and Other Income [Member] | ||||||||||||
New Accounting Pronouncements or Change in Accounting Principle [Line Items] | ||||||||||||
Revenue from Contract with Customer, Excluding Assessed Tax | [1] | 36 | ||||||||||
IRR [Member] | Operating Segments [Member] | ||||||||||||
New Accounting Pronouncements or Change in Accounting Principle [Line Items] | ||||||||||||
Revenue from Contract with Customer, Excluding Assessed Tax | 1,520 | |||||||||||
Revenues | 1,556 | 1,474 | 1,473 | |||||||||
IRR [Member] | Segment Reconciling Items [Member] | ||||||||||||
New Accounting Pronouncements or Change in Accounting Principle [Line Items] | ||||||||||||
Revenue from Contract with Customer, Excluding Assessed Tax | [2] | 8 | ||||||||||
BDA [Member] | ||||||||||||
New Accounting Pronouncements or Change in Accounting Principle [Line Items] | ||||||||||||
Revenue from Contract with Customer, Excluding Assessed Tax | 765 | |||||||||||
Revenues | 765 | |||||||||||
BDA [Member] | Broking [Member] | ||||||||||||
New Accounting Pronouncements or Change in Accounting Principle [Line Items] | ||||||||||||
Revenue from Contract with Customer, Excluding Assessed Tax | 272 | |||||||||||
BDA [Member] | Consulting [Member] | ||||||||||||
New Accounting Pronouncements or Change in Accounting Principle [Line Items] | ||||||||||||
Revenue from Contract with Customer, Excluding Assessed Tax | 0 | |||||||||||
BDA [Member] | Outsourced administration [Member] | ||||||||||||
New Accounting Pronouncements or Change in Accounting Principle [Line Items] | ||||||||||||
Revenue from Contract with Customer, Excluding Assessed Tax | 486 | |||||||||||
BDA [Member] | Other [Member] | ||||||||||||
New Accounting Pronouncements or Change in Accounting Principle [Line Items] | ||||||||||||
Revenue from Contract with Customer, Excluding Assessed Tax | 0 | |||||||||||
BDA [Member] | Interest and Other Income [Member] | ||||||||||||
New Accounting Pronouncements or Change in Accounting Principle [Line Items] | ||||||||||||
Revenue from Contract with Customer, Excluding Assessed Tax | [1] | 0 | ||||||||||
BDA [Member] | Operating Segments [Member] | ||||||||||||
New Accounting Pronouncements or Change in Accounting Principle [Line Items] | ||||||||||||
Revenue from Contract with Customer, Excluding Assessed Tax | 758 | |||||||||||
Revenues | 758 | $ 734 | $ 660 | |||||||||
BDA [Member] | Segment Reconciling Items [Member] | ||||||||||||
New Accounting Pronouncements or Change in Accounting Principle [Line Items] | ||||||||||||
Revenue from Contract with Customer, Excluding Assessed Tax | [2] | 7 | ||||||||||
Corporate, Non-Segment [Member] | ||||||||||||
New Accounting Pronouncements or Change in Accounting Principle [Line Items] | ||||||||||||
Revenue from Contract with Customer, Excluding Assessed Tax | 34 | |||||||||||
Revenues | 37 | |||||||||||
Corporate, Non-Segment [Member] | Broking [Member] | ||||||||||||
New Accounting Pronouncements or Change in Accounting Principle [Line Items] | ||||||||||||
Revenue from Contract with Customer, Excluding Assessed Tax | 0 | |||||||||||
Corporate, Non-Segment [Member] | Consulting [Member] | ||||||||||||
New Accounting Pronouncements or Change in Accounting Principle [Line Items] | ||||||||||||
Revenue from Contract with Customer, Excluding Assessed Tax | 13 | |||||||||||
Corporate, Non-Segment [Member] | Outsourced administration [Member] | ||||||||||||
New Accounting Pronouncements or Change in Accounting Principle [Line Items] | ||||||||||||
Revenue from Contract with Customer, Excluding Assessed Tax | 0 | |||||||||||
Corporate, Non-Segment [Member] | Other [Member] | ||||||||||||
New Accounting Pronouncements or Change in Accounting Principle [Line Items] | ||||||||||||
Revenue from Contract with Customer, Excluding Assessed Tax | 4 | |||||||||||
Corporate, Non-Segment [Member] | Interest and Other Income [Member] | ||||||||||||
New Accounting Pronouncements or Change in Accounting Principle [Line Items] | ||||||||||||
Revenue from Contract with Customer, Excluding Assessed Tax | [1] | 3 | ||||||||||
Corporate, Non-Segment [Member] | Operating Segments [Member] | ||||||||||||
New Accounting Pronouncements or Change in Accounting Principle [Line Items] | ||||||||||||
Revenue from Contract with Customer, Excluding Assessed Tax | 17 | |||||||||||
Corporate, Non-Segment [Member] | Segment Reconciling Items [Member] | ||||||||||||
New Accounting Pronouncements or Change in Accounting Principle [Line Items] | ||||||||||||
Revenue from Contract with Customer, Excluding Assessed Tax | [2] | $ 17 | ||||||||||
[1] | Interest and other income is included in segment revenue and total revenue, however it has been presented separately in the above tables because it does not arise directly from contracts with customers | |||||||||||
[2] | Reimbursable expenses and other, as well as Corporate revenue, are excluded from segment revenue, but included in total revenue on the consolidated statements of comprehensive income |
Revenue - Schedule of Revenue b
Revenue - Schedule of Revenue by Geography (Detail) $ in Millions | 12 Months Ended |
Dec. 31, 2018USD ($) | |
New Accounting Pronouncements or Change in Accounting Principle [Line Items] | |
Revenue from Contract with Customer, Excluding Assessed Tax | $ 8,413 |
Operating Segments [Member] | |
New Accounting Pronouncements or Change in Accounting Principle [Line Items] | |
Revenue from Contract with Customer, Excluding Assessed Tax | 8,319 |
Corporate, Non-Segment [Member] | |
New Accounting Pronouncements or Change in Accounting Principle [Line Items] | |
Revenue from Contract with Customer, Excluding Assessed Tax | 17 |
HCB [Member] | |
New Accounting Pronouncements or Change in Accounting Principle [Line Items] | |
Revenue from Contract with Customer, Excluding Assessed Tax | 3,271 |
HCB [Member] | Operating Segments [Member] | |
New Accounting Pronouncements or Change in Accounting Principle [Line Items] | |
Revenue from Contract with Customer, Excluding Assessed Tax | 3,209 |
CRB [Member] | |
New Accounting Pronouncements or Change in Accounting Principle [Line Items] | |
Revenue from Contract with Customer, Excluding Assessed Tax | 2,815 |
CRB [Member] | Operating Segments [Member] | |
New Accounting Pronouncements or Change in Accounting Principle [Line Items] | |
Revenue from Contract with Customer, Excluding Assessed Tax | 2,815 |
IRR [Member] | |
New Accounting Pronouncements or Change in Accounting Principle [Line Items] | |
Revenue from Contract with Customer, Excluding Assessed Tax | 1,528 |
IRR [Member] | Operating Segments [Member] | |
New Accounting Pronouncements or Change in Accounting Principle [Line Items] | |
Revenue from Contract with Customer, Excluding Assessed Tax | 1,520 |
BDA [Member] | |
New Accounting Pronouncements or Change in Accounting Principle [Line Items] | |
Revenue from Contract with Customer, Excluding Assessed Tax | 765 |
BDA [Member] | Operating Segments [Member] | |
New Accounting Pronouncements or Change in Accounting Principle [Line Items] | |
Revenue from Contract with Customer, Excluding Assessed Tax | 758 |
North America [Member] | Operating Segments [Member] | |
New Accounting Pronouncements or Change in Accounting Principle [Line Items] | |
Revenue from Contract with Customer, Excluding Assessed Tax | 4,083 |
North America [Member] | Corporate, Non-Segment [Member] | |
New Accounting Pronouncements or Change in Accounting Principle [Line Items] | |
Revenue from Contract with Customer, Excluding Assessed Tax | 16 |
North America [Member] | HCB [Member] | Operating Segments [Member] | |
New Accounting Pronouncements or Change in Accounting Principle [Line Items] | |
Revenue from Contract with Customer, Excluding Assessed Tax | 1,849 |
North America [Member] | CRB [Member] | Operating Segments [Member] | |
New Accounting Pronouncements or Change in Accounting Principle [Line Items] | |
Revenue from Contract with Customer, Excluding Assessed Tax | 1,044 |
North America [Member] | IRR [Member] | Operating Segments [Member] | |
New Accounting Pronouncements or Change in Accounting Principle [Line Items] | |
Revenue from Contract with Customer, Excluding Assessed Tax | 416 |
North America [Member] | BDA [Member] | Operating Segments [Member] | |
New Accounting Pronouncements or Change in Accounting Principle [Line Items] | |
Revenue from Contract with Customer, Excluding Assessed Tax | 758 |
Great Britain [Member] | Operating Segments [Member] | |
New Accounting Pronouncements or Change in Accounting Principle [Line Items] | |
Revenue from Contract with Customer, Excluding Assessed Tax | 1,861 |
Great Britain [Member] | HCB [Member] | Operating Segments [Member] | |
New Accounting Pronouncements or Change in Accounting Principle [Line Items] | |
Revenue from Contract with Customer, Excluding Assessed Tax | 481 |
Great Britain [Member] | CRB [Member] | Operating Segments [Member] | |
New Accounting Pronouncements or Change in Accounting Principle [Line Items] | |
Revenue from Contract with Customer, Excluding Assessed Tax | 648 |
Great Britain [Member] | IRR [Member] | Operating Segments [Member] | |
New Accounting Pronouncements or Change in Accounting Principle [Line Items] | |
Revenue from Contract with Customer, Excluding Assessed Tax | 732 |
Western Europe [Member] | Operating Segments [Member] | |
New Accounting Pronouncements or Change in Accounting Principle [Line Items] | |
Revenue from Contract with Customer, Excluding Assessed Tax | 1,412 |
Western Europe [Member] | Corporate, Non-Segment [Member] | |
New Accounting Pronouncements or Change in Accounting Principle [Line Items] | |
Revenue from Contract with Customer, Excluding Assessed Tax | 1 |
Western Europe [Member] | HCB [Member] | Operating Segments [Member] | |
New Accounting Pronouncements or Change in Accounting Principle [Line Items] | |
Revenue from Contract with Customer, Excluding Assessed Tax | 562 |
Western Europe [Member] | CRB [Member] | Operating Segments [Member] | |
New Accounting Pronouncements or Change in Accounting Principle [Line Items] | |
Revenue from Contract with Customer, Excluding Assessed Tax | 631 |
Western Europe [Member] | IRR [Member] | Operating Segments [Member] | |
New Accounting Pronouncements or Change in Accounting Principle [Line Items] | |
Revenue from Contract with Customer, Excluding Assessed Tax | 218 |
International [Member] | Operating Segments [Member] | |
New Accounting Pronouncements or Change in Accounting Principle [Line Items] | |
Revenue from Contract with Customer, Excluding Assessed Tax | 963 |
International [Member] | HCB [Member] | Operating Segments [Member] | |
New Accounting Pronouncements or Change in Accounting Principle [Line Items] | |
Revenue from Contract with Customer, Excluding Assessed Tax | 317 |
International [Member] | CRB [Member] | Operating Segments [Member] | |
New Accounting Pronouncements or Change in Accounting Principle [Line Items] | |
Revenue from Contract with Customer, Excluding Assessed Tax | 492 |
International [Member] | IRR [Member] | Operating Segments [Member] | |
New Accounting Pronouncements or Change in Accounting Principle [Line Items] | |
Revenue from Contract with Customer, Excluding Assessed Tax | $ 154 |
Revenue - Schedule of Contract
Revenue - Schedule of Contract Balances (Details) - USD ($) $ in Millions | Dec. 31, 2018 | Jan. 01, 2018 | Dec. 31, 2017 |
New Accounting Pronouncements And Changes In Accounting Principles [Abstract] | |||
Billed Receivable, Current | $ 1,702 | $ 1,933 | |
Unbilled Receivable, Current | 356 | 276 | |
Contract asset, Current | 321 | 346 | |
Accounts receivable, net | 2,379 | 2,555 | $ 2,246 |
Non-current accounts receivable, net | 20 | 33 | $ 33 |
Contract asset, Noncurrent | 3 | 5 | |
Deferred revenue | 448 | 463 | |
Allowance for doubtful debts | $ 40 | $ 45 |
Revenue - Schedule of Changes i
Revenue - Schedule of Changes in Allowance for Doubtful Accounts (Details) - Allowance for doubtful accounts [Member] - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2016 | |
Valuation And Qualifying Accounts Disclosure [Line Items] | |||
Balance at beginning of year | $ 45 | $ 40 | $ 22 |
Additions charged to costs and expenses | 9 | 17 | 36 |
Charges to other accounts - acquisitions | 8 | ||
Deductions/other movements | (15) | (9) | (27) |
Foreign exchange | 1 | (3) | 1 |
Balance at end of year | $ 40 | $ 45 | $ 40 |
Revenue - Schedule of Remaining
Revenue - Schedule of Remaining Performance Obligations (Details 1) $ in Millions | Dec. 31, 2018USD ($) |
New Accounting Pronouncements or Change in Accounting Principle [Line Items] | |
Revenue, Remaining Performance Obligation | $ 1,264 |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2019-01-01 | |
New Accounting Pronouncements or Change in Accounting Principle [Line Items] | |
Revenue, Remaining Performance Obligation | $ 441 |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Period | 1 year |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2020-01-01 | |
New Accounting Pronouncements or Change in Accounting Principle [Line Items] | |
Revenue, Remaining Performance Obligation | $ 357 |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Period | 1 year |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2021-01-01 | |
New Accounting Pronouncements or Change in Accounting Principle [Line Items] | |
Revenue, Remaining Performance Obligation | $ 466 |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Period |
Revenue - Schedule of Remaini_2
Revenue - Schedule of Remaining Performance Obligations (Details) $ in Millions | Dec. 31, 2018USD ($) |
New Accounting Pronouncements And Changes In Accounting Principles [Abstract] | |
Revenue, Remaining Performance Obligation | $ 1,264 |
Revenue - Schedule of Capitaliz
Revenue - Schedule of Capitalized and Deferred Costs (Details) $ in Millions | 12 Months Ended |
Dec. 31, 2018USD ($) | |
New Accounting Pronouncements And Changes In Accounting Principles [Abstract] | |
Capitalized Contract Cost, Net | $ 126 |
Capitalized Contract Cost, Additions | 465 |
Capitalized Contract Cost, Amortization | (442) |
Capitalized Contract Cost, Impairment Loss | 0 |
Capitalized Contract Cost, Foreign Exchange Translation Gain (Loss) | (1) |
Capitalized Contract Cost, Net | $ 148 |
Segment Information - Narrative
Segment Information - Narrative (Details) | 12 Months Ended |
Dec. 31, 2018segment | |
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 | 12 Months Ended | |||||||||
Dec. 31, 2018 | Sep. 30, 2018 | Jun. 30, 2018 | Mar. 31, 2018 | Dec. 31, 2017 | Sep. 30, 2017 | Jun. 30, 2017 | Mar. 31, 2017 | Dec. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2016 | |
Segment Reporting Information [Line Items] | |||||||||||
Revenue | $ 2,372 | $ 1,859 | $ 1,990 | $ 2,292 | $ 2,078 | $ 1,852 | $ 1,953 | $ 2,319 | $ 8,513 | $ 8,202 | $ 7,887 |
Income from operations | $ 470 | $ 17 | $ 63 | $ 259 | $ 80 | $ (26) | $ 61 | $ 401 | 809 | 516 | 348 |
HCB [Member] | |||||||||||
Segment Reporting Information [Line Items] | |||||||||||
Revenue | 3,295 | ||||||||||
CRB [Member] | |||||||||||
Segment Reporting Information [Line Items] | |||||||||||
Revenue | 2,852 | ||||||||||
IRR [Member] | |||||||||||
Segment Reporting Information [Line Items] | |||||||||||
Revenue | 1,564 | ||||||||||
BDA [Member] | |||||||||||
Segment Reporting Information [Line Items] | |||||||||||
Revenue | 765 | ||||||||||
Operating Segments [Member] | |||||||||||
Segment Reporting Information [Line Items] | |||||||||||
Revenue | 8,399 | 8,093 | 7,841 | ||||||||
Income from operations | 1,845 | 1,739 | 1,646 | ||||||||
Operating Segments [Member] | HCB [Member] | |||||||||||
Segment Reporting Information [Line Items] | |||||||||||
Revenue | 3,233 | 3,176 | 3,100 | ||||||||
Income from operations | 789 | 774 | 722 | ||||||||
Operating Segments [Member] | CRB [Member] | |||||||||||
Segment Reporting Information [Line Items] | |||||||||||
Revenue | 2,852 | 2,709 | 2,608 | ||||||||
Income from operations | 528 | 483 | 458 | ||||||||
Operating Segments [Member] | IRR [Member] | |||||||||||
Segment Reporting Information [Line Items] | |||||||||||
Revenue | 1,556 | 1,474 | 1,473 | ||||||||
Income from operations | 384 | 329 | 346 | ||||||||
Operating Segments [Member] | BDA [Member] | |||||||||||
Segment Reporting Information [Line Items] | |||||||||||
Revenue | 758 | 734 | 660 | ||||||||
Income from operations | $ 144 | $ 153 | $ 120 |
Segment Information - Reconcili
Segment Information - Reconciliation of Information Reported by Segment to Consolidated Amounts (Details) - USD ($) $ in Millions | 3 Months Ended | 12 Months Ended | |||||||||
Dec. 31, 2018 | Sep. 30, 2018 | Jun. 30, 2018 | Mar. 31, 2018 | Dec. 31, 2017 | Sep. 30, 2017 | Jun. 30, 2017 | Mar. 31, 2017 | Dec. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2016 | |
Revenue: | |||||||||||
Revenue | $ 2,372 | $ 1,859 | $ 1,990 | $ 2,292 | $ 2,078 | $ 1,852 | $ 1,953 | $ 2,319 | $ 8,513 | $ 8,202 | $ 7,887 |
Income from operations | $ 470 | $ 17 | $ 63 | $ 259 | $ 80 | $ (26) | $ 61 | $ 401 | 809 | 516 | 348 |
Amortization | (534) | (581) | (591) | ||||||||
Restructuring costs | 0 | (132) | (193) | ||||||||
Interest expense | (208) | (188) | (184) | ||||||||
Other income, net | 250 | 164 | 178 | ||||||||
INCOME FROM OPERATIONS BEFORE INCOME TAXES | 851 | 492 | 342 | ||||||||
Operating Segments [Member] | |||||||||||
Revenue: | |||||||||||
Revenue | 8,399 | 8,093 | 7,841 | ||||||||
Income from operations | 1,845 | 1,739 | 1,646 | ||||||||
Segment Reconciling Items [Member] | |||||||||||
Revenue: | |||||||||||
Revenue | 114 | 109 | 104 | ||||||||
Fair value adjustment to deferred revenue | (58) | ||||||||||
Amortization | (534) | (581) | (591) | ||||||||
Restructuring costs | (132) | (193) | |||||||||
Transaction and integration expenses | (202) | (269) | (177) | ||||||||
Provisions for significant litigation | (11) | (50) | |||||||||
Unallocated, net | (300) | (230) | (229) | ||||||||
Interest expense | (208) | (188) | (184) | ||||||||
Other income, net | $ 250 | $ 164 | $ 178 |
Segment Information - Revenue a
Segment Information - Revenue and Long-Lived Assets by Geographical Areas (Details) - USD ($) $ in Millions | 3 Months Ended | 12 Months Ended | ||||||||||
Dec. 31, 2018 | Sep. 30, 2018 | Jun. 30, 2018 | Mar. 31, 2018 | Dec. 31, 2017 | Sep. 30, 2017 | Jun. 30, 2017 | Mar. 31, 2017 | Dec. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2016 | ||
Segment Reporting Information [Line Items] | ||||||||||||
Revenue | $ 2,372 | $ 1,859 | $ 1,990 | $ 2,292 | $ 2,078 | $ 1,852 | $ 1,953 | $ 2,319 | $ 8,513 | $ 8,202 | $ 7,887 | |
Long-Lived Assets | [1] | 15,906 | 16,551 | 15,906 | 16,551 | 16,411 | ||||||
Ireland [Member] | ||||||||||||
Segment Reporting Information [Line Items] | ||||||||||||
Revenue | 138 | 107 | 92 | |||||||||
Long-Lived Assets | [1] | 78 | 127 | 78 | 127 | 114 | ||||||
United States [Member] | ||||||||||||
Segment Reporting Information [Line Items] | ||||||||||||
Revenue | 3,970 | 3,821 | 3,395 | |||||||||
Long-Lived Assets | [1] | 11,068 | 9,988 | 11,068 | 9,988 | 11,400 | ||||||
United Kingdom [Member] | ||||||||||||
Segment Reporting Information [Line Items] | ||||||||||||
Revenue | 1,926 | 1,815 | 2,236 | |||||||||
Long-Lived Assets | [1] | 2,349 | 3,173 | 2,349 | 3,173 | 2,431 | ||||||
Rest of World [Member] | ||||||||||||
Segment Reporting Information [Line Items] | ||||||||||||
Revenue | 2,479 | 2,459 | 2,164 | |||||||||
Long-Lived Assets | [1] | 2,411 | 3,263 | 2,411 | 3,263 | 2,466 | ||||||
Total Foreign Countries [Member] | ||||||||||||
Segment Reporting Information [Line Items] | ||||||||||||
Revenue | 8,375 | 8,095 | 7,795 | |||||||||
Long-Lived Assets | [1] | $ 15,828 | $ 16,424 | $ 15,828 | $ 16,424 | $ 16,297 | ||||||
[1] | Long-lived assets do not include deferred tax assets. |
Restructuring Costs - Narrative
Restructuring Costs - Narrative (Details) $ in Millions | 12 Months Ended | 45 Months Ended | ||||
Dec. 31, 2018USD ($) | Dec. 31, 2017USD ($) | Dec. 31, 2016USD ($) | Dec. 31, 2015USD ($) | Dec. 31, 2014USD ($) | Dec. 31, 2017USD ($)Position | |
Restructuring Cost and Reserve [Line Items] | ||||||
Restructuring costs | $ 0 | $ 132 | $ 193 | |||
Operational Improvement Program [Member] | ||||||
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 | 134 | 145 | $ 126 | $ 36 | ||
Cumulative Restructuring Cost | $ 441 | |||||
Business Restructure Program [Member] | ||||||
Restructuring Cost and Reserve [Line Items] | ||||||
Restructuring costs | $ (2) | $ 48 |
Restructuring Costs - Analysis
Restructuring Costs - Analysis of the Cost for Restructuring (Details) - USD ($) $ in Millions | 12 Months Ended | ||||||
Dec. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2014 | |||
Restructuring Cost and Reserve [Line Items] | |||||||
Restructuring costs | $ 0 | $ 132 | $ 193 | ||||
Operational Improvement Program [Member] | |||||||
Restructuring Cost and Reserve [Line Items] | |||||||
Restructuring costs | 134 | 145 | $ 126 | $ 36 | |||
Restructuring costs | 441 | ||||||
Business Restructure Program [Member] | |||||||
Restructuring Cost and Reserve [Line Items] | |||||||
Restructuring costs | (2) | 48 | |||||
Termination benefits [Member] | |||||||
Restructuring Cost and Reserve [Line Items] | |||||||
Restructuring costs | 46 | 68 | |||||
Termination benefits [Member] | Operational Improvement Program [Member] | |||||||
Restructuring Cost and Reserve [Line Items] | |||||||
Restructuring costs | 48 | 23 | 36 | 16 | |||
Restructuring costs | 123 | ||||||
Termination benefits [Member] | Business Restructure Program [Member] | |||||||
Restructuring Cost and Reserve [Line Items] | |||||||
Restructuring costs | (2) | 45 | |||||
Professional services and other [Member] | |||||||
Restructuring Cost and Reserve [Line Items] | |||||||
Restructuring costs | [1] | 86 | 125 | ||||
Professional services and other [Member] | Operational Improvement Program [Member] | |||||||
Restructuring Cost and Reserve [Line Items] | |||||||
Restructuring costs | [2] | 86 | 122 | 90 | 20 | ||
Restructuring costs | [2] | 318 | |||||
Professional services and other [Member] | Business Restructure Program [Member] | |||||||
Restructuring Cost and Reserve [Line Items] | |||||||
Restructuring costs | 0 | 3 | [2] | ||||
Operating Segments [Member] | HCB [Member] | |||||||
Restructuring Cost and Reserve [Line Items] | |||||||
Restructuring costs | 3 | 37 | |||||
Operating Segments [Member] | HCB [Member] | Operational Improvement Program [Member] | |||||||
Restructuring Cost and Reserve [Line Items] | |||||||
Restructuring costs | 8 | ||||||
Operating Segments [Member] | HCB [Member] | Business Restructure Program [Member] | |||||||
Restructuring Cost and Reserve [Line Items] | |||||||
Restructuring costs | 35 | ||||||
Operating Segments [Member] | HCB [Member] | Termination benefits [Member] | |||||||
Restructuring Cost and Reserve [Line Items] | |||||||
Restructuring costs | 0 | 33 | |||||
Operating Segments [Member] | HCB [Member] | Termination benefits [Member] | Operational Improvement Program [Member] | |||||||
Restructuring Cost and Reserve [Line Items] | |||||||
Restructuring costs | 0 | 1 | 2 | 0 | |||
Restructuring costs | 3 | ||||||
Operating Segments [Member] | HCB [Member] | Termination benefits [Member] | Business Restructure Program [Member] | |||||||
Restructuring Cost and Reserve [Line Items] | |||||||
Restructuring costs | 32 | ||||||
Operating Segments [Member] | HCB [Member] | Professional services and other [Member] | |||||||
Restructuring Cost and Reserve [Line Items] | |||||||
Restructuring costs | [1] | 3 | 4 | ||||
Operating Segments [Member] | HCB [Member] | Professional services and other [Member] | Operational Improvement Program [Member] | |||||||
Restructuring Cost and Reserve [Line Items] | |||||||
Restructuring costs | [2] | 3 | 1 | 1 | 0 | ||
Restructuring costs | [2] | 5 | |||||
Operating Segments [Member] | HCB [Member] | Professional services and other [Member] | Business Restructure Program [Member] | |||||||
Restructuring Cost and Reserve [Line Items] | |||||||
Restructuring costs | [2] | 3 | |||||
Operating Segments [Member] | CRB [Member] | |||||||
Restructuring Cost and Reserve [Line Items] | |||||||
Restructuring costs | 88 | 107 | |||||
Operating Segments [Member] | CRB [Member] | Operational Improvement Program [Member] | |||||||
Restructuring Cost and Reserve [Line Items] | |||||||
Restructuring costs | 286 | ||||||
Operating Segments [Member] | CRB [Member] | Business Restructure Program [Member] | |||||||
Restructuring Cost and Reserve [Line Items] | |||||||
Restructuring costs | 8 | ||||||
Operating Segments [Member] | CRB [Member] | Termination benefits [Member] | |||||||
Restructuring Cost and Reserve [Line Items] | |||||||
Restructuring costs | 25 | 26 | |||||
Operating Segments [Member] | CRB [Member] | Termination benefits [Member] | Operational Improvement Program [Member] | |||||||
Restructuring Cost and Reserve [Line Items] | |||||||
Restructuring costs | 25 | 18 | 24 | 15 | |||
Restructuring costs | 82 | ||||||
Operating Segments [Member] | CRB [Member] | Termination benefits [Member] | Business Restructure Program [Member] | |||||||
Restructuring Cost and Reserve [Line Items] | |||||||
Restructuring costs | 8 | ||||||
Operating Segments [Member] | CRB [Member] | Professional services and other [Member] | |||||||
Restructuring Cost and Reserve [Line Items] | |||||||
Restructuring costs | [1] | 63 | 81 | ||||
Operating Segments [Member] | CRB [Member] | Professional services and other [Member] | Operational Improvement Program [Member] | |||||||
Restructuring Cost and Reserve [Line Items] | |||||||
Restructuring costs | [2] | 63 | 81 | 57 | 3 | ||
Restructuring costs | [2] | 204 | |||||
Operating Segments [Member] | CRB [Member] | Professional services and other [Member] | Business Restructure Program [Member] | |||||||
Restructuring Cost and Reserve [Line Items] | |||||||
Restructuring costs | [2] | 0 | |||||
Operating Segments [Member] | IRR [Member] | |||||||
Restructuring Cost and Reserve [Line Items] | |||||||
Restructuring costs | 10 | 10 | |||||
Operating Segments [Member] | IRR [Member] | Operational Improvement Program [Member] | |||||||
Restructuring Cost and Reserve [Line Items] | |||||||
Restructuring costs | 27 | ||||||
Operating Segments [Member] | IRR [Member] | Business Restructure Program [Member] | |||||||
Restructuring Cost and Reserve [Line Items] | |||||||
Restructuring costs | 3 | ||||||
Operating Segments [Member] | IRR [Member] | Termination benefits [Member] | |||||||
Restructuring Cost and Reserve [Line Items] | |||||||
Restructuring costs | 4 | 6 | |||||
Operating Segments [Member] | IRR [Member] | Termination benefits [Member] | Operational Improvement Program [Member] | |||||||
Restructuring Cost and Reserve [Line Items] | |||||||
Restructuring costs | 4 | 3 | 7 | 1 | |||
Restructuring costs | 15 | ||||||
Operating Segments [Member] | IRR [Member] | Termination benefits [Member] | Business Restructure Program [Member] | |||||||
Restructuring Cost and Reserve [Line Items] | |||||||
Restructuring costs | 3 | ||||||
Operating Segments [Member] | IRR [Member] | Professional services and other [Member] | |||||||
Restructuring Cost and Reserve [Line Items] | |||||||
Restructuring costs | [1] | 6 | 4 | ||||
Operating Segments [Member] | IRR [Member] | Professional services and other [Member] | Operational Improvement Program [Member] | |||||||
Restructuring Cost and Reserve [Line Items] | |||||||
Restructuring costs | [2] | 6 | 4 | 2 | 0 | ||
Restructuring costs | [2] | 12 | |||||
Operating Segments [Member] | IRR [Member] | Professional services and other [Member] | Business Restructure Program [Member] | |||||||
Restructuring Cost and Reserve [Line Items] | |||||||
Restructuring costs | [2] | 0 | |||||
Operating Segments [Member] | BDA [Member] | |||||||
Restructuring Cost and Reserve [Line Items] | |||||||
Restructuring costs | 0 | 1 | |||||
Operating Segments [Member] | BDA [Member] | Operational Improvement Program [Member] | |||||||
Restructuring Cost and Reserve [Line Items] | |||||||
Restructuring costs | 0 | ||||||
Operating Segments [Member] | BDA [Member] | Business Restructure Program [Member] | |||||||
Restructuring Cost and Reserve [Line Items] | |||||||
Restructuring costs | 1 | ||||||
Operating Segments [Member] | BDA [Member] | Termination benefits [Member] | |||||||
Restructuring Cost and Reserve [Line Items] | |||||||
Restructuring costs | 0 | 1 | |||||
Operating Segments [Member] | BDA [Member] | Termination benefits [Member] | Operational Improvement Program [Member] | |||||||
Restructuring Cost and Reserve [Line Items] | |||||||
Restructuring costs | 0 | 0 | 0 | 0 | |||
Restructuring costs | 0 | ||||||
Operating Segments [Member] | BDA [Member] | Termination benefits [Member] | Business Restructure Program [Member] | |||||||
Restructuring Cost and Reserve [Line Items] | |||||||
Restructuring costs | 1 | ||||||
Operating Segments [Member] | BDA [Member] | Professional services and other [Member] | |||||||
Restructuring Cost and Reserve [Line Items] | |||||||
Restructuring costs | [1] | 0 | 0 | ||||
Operating Segments [Member] | BDA [Member] | Professional services and other [Member] | Operational Improvement Program [Member] | |||||||
Restructuring Cost and Reserve [Line Items] | |||||||
Restructuring costs | [2] | 0 | 0 | 0 | 0 | ||
Restructuring costs | [2] | 0 | |||||
Operating Segments [Member] | BDA [Member] | Professional services and other [Member] | Business Restructure Program [Member] | |||||||
Restructuring Cost and Reserve [Line Items] | |||||||
Restructuring costs | [2] | 0 | |||||
Corporate, Non-Segment [Member] | |||||||
Restructuring Cost and Reserve [Line Items] | |||||||
Restructuring costs | 31 | 38 | |||||
Corporate, Non-Segment [Member] | Operational Improvement Program [Member] | |||||||
Restructuring Cost and Reserve [Line Items] | |||||||
Restructuring costs | 120 | ||||||
Corporate, Non-Segment [Member] | Business Restructure Program [Member] | |||||||
Restructuring Cost and Reserve [Line Items] | |||||||
Restructuring costs | 1 | ||||||
Corporate, Non-Segment [Member] | Termination benefits [Member] | |||||||
Restructuring Cost and Reserve [Line Items] | |||||||
Restructuring costs | 17 | 2 | |||||
Corporate, Non-Segment [Member] | Termination benefits [Member] | Operational Improvement Program [Member] | |||||||
Restructuring Cost and Reserve [Line Items] | |||||||
Restructuring costs | 19 | 1 | 3 | 0 | |||
Restructuring costs | 23 | ||||||
Corporate, Non-Segment [Member] | Termination benefits [Member] | Business Restructure Program [Member] | |||||||
Restructuring Cost and Reserve [Line Items] | |||||||
Restructuring costs | 1 | ||||||
Corporate, Non-Segment [Member] | Professional services and other [Member] | |||||||
Restructuring Cost and Reserve [Line Items] | |||||||
Restructuring costs | [1] | 14 | 36 | ||||
Corporate, Non-Segment [Member] | Professional services and other [Member] | Operational Improvement Program [Member] | |||||||
Restructuring Cost and Reserve [Line Items] | |||||||
Restructuring costs | [2] | 14 | 36 | $ 30 | $ 17 | ||
Restructuring costs | [2] | $ 97 | |||||
Corporate, Non-Segment [Member] | Professional services and other [Member] | Business Restructure Program [Member] | |||||||
Restructuring Cost and Reserve [Line Items] | |||||||
Restructuring costs | [2] | $ 0 | |||||
[1] | Other includes salary and benefits, premises, and other expenses incurred to support the ongoing management and facilitation of the programs | ||||||
[2] | Other includes salary and benefits, premises, and other expenses incurred to support the ongoing management and facilitation of the program |
Restructuring Costs - Restructu
Restructuring Costs - Restructuring Liability (Details) - USD ($) $ in Millions | 12 Months Ended | ||||||
Dec. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2014 | |||
Restructuring Reserve [Roll Forward] | |||||||
Charges incurred | $ 0 | $ 132 | $ 193 | ||||
Termination benefits [Member] | |||||||
Restructuring Reserve [Roll Forward] | |||||||
Charges incurred | 46 | 68 | |||||
Professional services and other [Member] | |||||||
Restructuring Reserve [Roll Forward] | |||||||
Charges incurred | [1] | 86 | 125 | ||||
Operational Improvement Program [Member] | |||||||
Restructuring Reserve [Roll Forward] | |||||||
Restructuring liability, beginning balance | 21 | 25 | 26 | $ 11 | $ 0 | ||
Charges incurred | 134 | 145 | 126 | 36 | |||
Cash payments | (18) | (138) | (146) | (111) | (25) | ||
Restructuring liability, ending balance | 3 | 21 | 25 | 26 | 11 | ||
Operational Improvement Program [Member] | Termination benefits [Member] | |||||||
Restructuring Reserve [Roll Forward] | |||||||
Restructuring liability, beginning balance | 14 | 7 | 15 | 5 | 0 | ||
Charges incurred | 48 | 23 | 36 | 16 | |||
Cash payments | (12) | (41) | (31) | (26) | (11) | ||
Restructuring liability, ending balance | 2 | 14 | 7 | 15 | 5 | ||
Operational Improvement Program [Member] | Professional services and other [Member] | |||||||
Restructuring Reserve [Roll Forward] | |||||||
Restructuring liability, beginning balance | 7 | 18 | 11 | 6 | 0 | ||
Charges incurred | [2] | 86 | 122 | 90 | 20 | ||
Cash payments | (6) | (97) | (115) | (85) | (14) | ||
Restructuring liability, ending balance | 1 | 7 | 18 | 11 | $ 6 | ||
Business Restructure Program [Member] | |||||||
Restructuring Reserve [Roll Forward] | |||||||
Restructuring liability, beginning balance | 1 | 26 | 0 | ||||
Charges incurred | (2) | 48 | |||||
Cash payments | (1) | (23) | (22) | ||||
Restructuring liability, ending balance | 0 | 1 | 26 | 0 | |||
Business Restructure Program [Member] | Termination benefits [Member] | |||||||
Restructuring Reserve [Roll Forward] | |||||||
Restructuring liability, beginning balance | 1 | 26 | 0 | ||||
Charges incurred | (2) | 45 | |||||
Cash payments | (1) | (23) | (19) | ||||
Restructuring liability, ending balance | 0 | 1 | 26 | 0 | |||
Business Restructure Program [Member] | Professional services and other [Member] | |||||||
Restructuring Reserve [Roll Forward] | |||||||
Restructuring liability, beginning balance | 0 | 0 | 0 | ||||
Charges incurred | 0 | 3 | [2] | ||||
Cash payments | 0 | 0 | (3) | ||||
Restructuring liability, ending balance | $ 0 | $ 0 | $ 0 | $ 0 | |||
[1] | Other includes salary and benefits, premises, and other expenses incurred to support the ongoing management and facilitation of the programs | ||||||
[2] | Other includes salary and benefits, premises, and other expenses incurred to support the ongoing management and facilitation of the program |
Income Taxes - Narrative (Detai
Income Taxes - Narrative (Details) - USD ($) $ in Millions | 12 Months Ended | |||
Dec. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2015 | |
Operating Loss Carryforwards [Line Items] | ||||
U.S. statutory tax rate | 21.00% | 35.00% | 35.00% | |
Tax Cuts And Jobs Act Of 2017 Incomplete Accounting Change In Tax Rate Deferred Tax Liability | $ (208) | |||
Tax Cuts And Jobs Act Of 2017 Incomplete Accounting Change In Tax Rate Provisional Deferred Income Tax Benefit | 208 | |||
Tax Cuts And Jobs Act Of 2017 Complete Accounting Change In Tax Rate Provisional Additional Deferred Income Tax Benefit | $ 8 | |||
Tax Cuts and Jobs Act, Complete Accounting, Additional increase to income tax expense | $ 8 | |||
Percentage of impact on effective tax rate | 1.00% | |||
Tax Cuts and Jobs Act, Incomplete Accounting, Repatriation of Foreign Earnings, Provisional Income Tax Expense (Benefit) | 1 | |||
Tax Cuts And Jobs Act Of 2017 Incomplete Accounting Provisional Transition Tax For Foreign Earnings Provisional Income Tax Expense Benefit | (76) | |||
Percentage of Dividends received from owned foreign corporations by US corporate shareholders | 100.00% | |||
Tax Cuts and Jobs Act, Incomplete Accounting, Bonus Depreciation, Provisional Income Tax Expense (Benefit) | 40 | |||
Tax Cuts and Jobs Act, Complete Accounting, Bonus Depreciation, Provisional Income Tax Expense (Benefit) | $ 8 | |||
Tax Cuts and Jobs Act, Incomplete Accounting, Bonus Depreciation, Provisional increase in net deferred tax liabilities | 14 | |||
Tax Cuts and Jobs Act, Incomplete Accounting, Bonus Depreciation, Provisional Increase in Federal Current Income Taxes Receivable | 14 | |||
Tax cuts and jobs act complete accounting, executive compensation, deduction limit | 1 | |||
Tax cuts and jobs act incomplete accounting, executive compensation, provisional income tax expense (benefit) | 8 | |||
Tax cuts and jobs act complete accounting, executive compensation, income tax expense (benefit) | $ 8 | |||
Tax cuts and jobs act complete accounting, executive compensation, measurement period adjustment in effective tax rate | 1.00% | |||
Estimated tax impact of GILTI | $ 15 | 0 | $ 0 | |
U.S. state and local tax expense | (12) | 6 | (5) | |
Deferred income tax benefit | (115) | (285) | (244) | |
Effective Income Tax Rate Reconciliation, Other Reconciling Items, Amount | (204) | 0 | ||
Tax Cuts and Jobs Act of 2017 Incomplete Accounting Change in Federal Corporate Tax Rate and Remeasurement of Deferred Tax Liabilities Related to Acquisition Based Intangibles Provisional Income Tax Benefit | (208) | |||
Net operating losses | 91 | 145 | ||
Deferred Tax Assets, Net of Valuation Allowance | 607 | 592 | ||
Changes in valuation allowances | 80 | (13) | 74 | |
Decrease in valuation allowance | 81 | |||
Valuation allowance | 81 | 162 | ||
Additional repatriation, amount previously deemed indefinitely reinvested | 2,100 | |||
Foreign withholding taxes and state income taxes | 11 | |||
Cumulative earnings | 7,200 | |||
Unrecognized tax benefits | 49 | 59 | 56 | $ 22 |
Decrease in unrecognized tax benefits is reasonably possible | 2 | 3 | $ 4 | |
Interest on income taxes accrued | 3 | 5 | ||
Income Tax Examination, Penalties Accrued | 2 | |||
Internal Restructuring | ||||
Operating Loss Carryforwards [Line Items] | ||||
Decrease in valuation allowance | 80 | |||
Tax Cuts and Jobs Act [Member] | ||||
Operating Loss Carryforwards [Line Items] | ||||
Effective Income Tax Rate Reconciliation, Other Reconciling Items, Amount | (204) | |||
Foreign withholding taxes and state income taxes on potential repatriation, amount previously deemed indefinitely reinvested | 1 | |||
Tax Cuts and Jobs Act [Member] | One-Time Transition Tax [Member] | ||||
Operating Loss Carryforwards [Line Items] | ||||
Deferred tax expense (benefit) on potential repatriation, amount previously deemed indefinitely reinvested | (76) | |||
Tax Cuts and Jobs Act [Member] | One-Time Transition Tax [Member] | Section 162(m) [Member] | ||||
Operating Loss Carryforwards [Line Items] | ||||
Federal and state tax expense (benefit) on potential repatriation, amount previously deemed indefinitely reinvested | 72 | |||
Tax Cuts and Jobs Act [Member] | Executive Compensation [Member] | Section 162(m) [Member] | ||||
Operating Loss Carryforwards [Line Items] | ||||
Other Tax Expense (Benefit) | 8 | |||
Valuation Allowance of Deferred Tax Assets [Member] | ||||
Operating Loss Carryforwards [Line Items] | ||||
U.S. state and local tax expense | (25) | |||
Deferred income tax benefit | (71) | |||
State and Local [Member] | ||||
Operating Loss Carryforwards [Line Items] | ||||
Tax Cuts and Jobs Act, Incomplete Accounting, One Time Transition Tax Liability For Foreign Subsidiaries, Provisional Income Tax Expense | 2 | |||
Changes in valuation allowances | 28 | |||
State and Local [Member] | United States [Member] | Tax Year 2019 Through 2038 [Member] | ||||
Operating Loss Carryforwards [Line Items] | ||||
Operating loss carryforwards, subject to expiration | 515 | |||
Domestic Tax Authority [Member] | ||||
Operating Loss Carryforwards [Line Items] | ||||
Operating loss carryforwards, valuation allowance | 27 | 80 | ||
U.S. Federal and Non-U.S. [Member] | ||||
Operating Loss Carryforwards [Line Items] | ||||
Net operating losses | 288 | |||
Operating loss carryforwards, not subject to expiration | 239 | |||
U.S. Federal and Non-U.S. [Member] | United States [Member] | Tax Year 2019 Through 2038 [Member] | ||||
Operating Loss Carryforwards [Line Items] | ||||
Operating loss carryforwards, subject to expiration | 49 | |||
Foreign Tax Authority [Member] | ||||
Operating Loss Carryforwards [Line Items] | ||||
Operating loss carryforwards, valuation allowance | 20 | 34 | ||
Internal Revenue Service (IRS) [Member] | ||||
Operating Loss Carryforwards [Line Items] | ||||
Tax Cuts and Jobs Act, Incomplete Accounting, One Time Transition Tax Liability For Foreign Subsidiaries, Provisional Income Tax Expense | 70 | |||
Tax Cuts and Jobs Act, Complete Accounting, Change In Tax Rate One Time Transition Tax Liability, Provisional Income Tax Benefit | $ 64 | |||
Revenue Commissioners, Ireland [Member] | Domestic Tax Authority [Member] | ||||
Operating Loss Carryforwards [Line Items] | ||||
Foreign statutory income tax rate | 25.00% | |||
Her Majesty's Revenue and Customs (HMRC) [Member] | Foreign Tax Authority [Member] | Capital Loss Carryforward [Member] | ||||
Operating Loss Carryforwards [Line Items] | ||||
Operating loss carryforwards, valuation allowance | $ 30 | 28 | ||
Minimum [Member] | ||||
Operating Loss Carryforwards [Line Items] | ||||
Significant change in unrecognized tax benefits is reasonably possible, amount of unrecorded benefit | $ 1 | |||
Maximum [Member] | ||||
Operating Loss Carryforwards [Line Items] | ||||
GILTI deduction rate | 50.00% | |||
Tax Cuts and Jobs Act, Incomplete Accounting, Repatriation of Foreign Earnings, Previously Deemed Indefinitely Reinvested | $ 219 | |||
Significant change in unrecognized tax benefits is reasonably possible, amount of unrecorded benefit | $ 3 | |||
Maximum [Member] | Tax Cuts and Jobs Act [Member] | ||||
Operating Loss Carryforwards [Line Items] | ||||
Potential repatriation, amount previously deemed indefinitely reinvested | $ 219 |
Income Taxes - Income (Loss) fr
Income Taxes - Income (Loss) from Operations Before Income Taxes (Details) - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2016 | |
Income from Continuing Operations before Income Taxes and Interest in Earnings of Associates [Line Items] | |||
INCOME FROM OPERATIONS BEFORE INCOME TAXES AND INTEREST IN EARNINGS OF ASSOCIATES | $ 851 | $ 492 | $ 342 |
Revenue Commissioners, Ireland [Member] | Domestic Tax Authority [Member] | |||
Income from Continuing Operations before Income Taxes and Interest in Earnings of Associates [Line Items] | |||
INCOME FROM OPERATIONS BEFORE INCOME TAXES AND INTEREST IN EARNINGS OF ASSOCIATES | (16) | (23) | (27) |
Internal Revenue Service (IRS) [Member] | Foreign Tax Authority [Member] | |||
Income from Continuing Operations before Income Taxes and Interest in Earnings of Associates [Line Items] | |||
INCOME FROM OPERATIONS BEFORE INCOME TAXES AND INTEREST IN EARNINGS OF ASSOCIATES | (101) | (198) | (311) |
Her Majesty's Revenue and Customs (HMRC) [Member] | Foreign Tax Authority [Member] | |||
Income from Continuing Operations before Income Taxes and Interest in Earnings of Associates [Line Items] | |||
INCOME FROM OPERATIONS BEFORE INCOME TAXES AND INTEREST IN EARNINGS OF ASSOCIATES | 182 | 31 | 123 |
Other jurisdictions [Member] | Foreign Tax Authority [Member] | |||
Income from Continuing Operations before Income Taxes and Interest in Earnings of Associates [Line Items] | |||
INCOME FROM OPERATIONS BEFORE INCOME TAXES AND INTEREST IN EARNINGS OF ASSOCIATES | $ 786 | $ 682 | $ 557 |
Income Taxes - (Provision for)
Income Taxes - (Provision for) Benefit from Income Taxes (Details) - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2016 | |
Current tax expense: | |||
U.S. federal taxes | $ (98) | $ (65) | $ (35) |
U.S. state and local taxes | (25) | (7) | (14) |
U.K. corporation tax | (16) | (14) | (28) |
Other jurisdictions | (112) | (99) | (71) |
Total current tax expense | (251) | (185) | (148) |
Deferred tax benefit: | |||
U.S. federal taxes | 79 | 268 | 214 |
U.S. state and local taxes | 12 | (6) | 5 |
U.K. corporation tax | (6) | 9 | (10) |
Other jurisdictions | 30 | 14 | 35 |
Total deferred tax benefit | 115 | 285 | 244 |
Total (provision for)/benefit from income taxes | $ (136) | $ 100 | $ 96 |
Income Taxes - Effective Tax Ra
Income Taxes - Effective Tax Rate Reconciliation (Details) - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2016 | |
Income Tax Disclosure [Abstract] | |||
INCOME FROM OPERATIONS BEFORE INCOME TAXES | $ 851 | $ 492 | $ 342 |
U.S. federal statutory income tax rate | 21.00% | 35.00% | 35.00% |
Income tax expense at U.S. federal tax rate | $ (179) | $ (172) | $ (120) |
Non-deductible expenses and dividends | (44) | (68) | (15) |
Non-deductible acquisition costs | (2) | (11) | (1) |
Disposal of non-deductible goodwill | 1 | (11) | (2) |
Impact of change in rate on deferred tax balances | 7 | 0 | 15 |
Effect of foreign exchange and other differences | 1 | (3) | (6) |
Non-deductible Venezuelan foreign exchange loss | (2) | (4) | |
Changes in valuation allowances | 80 | (13) | 74 |
Net tax effect of intra-group items | 99 | 97 | 98 |
Tax differentials of non-U.S. jurisdictions | (2) | 69 | 80 |
Tax differentials of U.S. state taxes and local taxes | (77) | 6 | (14) |
Global Intangible Low-Taxed Income (GILTI) | (15) | 0 | 0 |
Impact of U.S. Tax Reform | 204 | 0 | |
Other items, net | (5) | 4 | (9) |
Total (provision for)/benefit from income taxes | $ (136) | $ 100 | $ 96 |
Income Taxes - Deferred Tax Ass
Income Taxes - Deferred Tax Assets (Liabilities) (Details) - USD ($) $ in Millions | Dec. 31, 2018 | Dec. 31, 2017 |
Deferred tax assets: | ||
Accrued expenses not currently deductible | $ 177 | $ 131 |
Net operating losses | 91 | 145 |
Capital loss carryforwards | 30 | 28 |
Accrued retirement benefits | 285 | 339 |
Deferred compensation | 82 | 69 |
Stock options | 22 | 24 |
Financial derivative transactions | 1 | 18 |
Gross deferred tax assets | 688 | 754 |
Less: valuation allowance | (81) | (162) |
Net deferred tax assets | 607 | 592 |
Deferred tax liabilities: | ||
Cost of intangible assets, net of related amortization | 825 | 929 |
Cost of tangible assets, net of related depreciation | 37 | 56 |
Prepaid retirement benefits | 101 | 114 |
Accrued revenue not currently taxable | 144 | 62 |
Deferred tax liabilities | 1,107 | 1,161 |
Net deferred tax liabilities | $ 500 | $ 569 |
Income Taxes - Deferred Tax Lia
Income Taxes - Deferred Tax Liabilities, Balance Sheet Classification (Details) - USD ($) $ in Millions | Dec. 31, 2018 | Dec. 31, 2017 |
Income Tax Disclosure [Abstract] | ||
Other non-current assets | $ 59 | $ 46 |
Deferred tax liabilities | 559 | 615 |
Net deferred tax liabilities | $ 500 | $ 569 |
Income Taxes - Valuation Allowa
Income Taxes - Valuation Allowance (Details) - Valuation Allowance of Deferred Tax Assets [Member] - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2016 | |
Movement in Valuation Allowances and Reserves [Roll Forward] | |||
Balance at beginning of year | $ 162 | $ 134 | $ 187 |
Additions charged to costs and expenses | 18 | 35 | 0 |
Charges to other accounts - acquisitions | 0 | 21 | |
Deductions | (99) | (7) | (74) |
Balance at end of year | $ 81 | $ 162 | $ 134 |
Income Taxes - Unrecognized Tax
Income Taxes - Unrecognized Tax Benefits (Details) - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2016 | |
Reconciliation of Unrecognized Tax Benefits, Excluding Amounts Pertaining to Examined Tax Returns [Roll Forward] | |||
Balance at beginning of year | $ 59 | $ 56 | $ 22 |
Increases related to acquisitions | 0 | 33 | |
Increases related to tax positions in prior years | 2 | 2 | 1 |
Decreases related to tax positions in prior years | (4) | (5) | (9) |
Decreases related to settlements | (4) | 0 | (1) |
Decreases related to lapse in statute of limitations | (5) | (2) | (1) |
Increases related to current year tax positions | 3 | 9 | 11 |
Cumulative translation adjustment and other adjustments | (2) | (1) | 0 |
Balance at end of year | $ 49 | $ 59 | $ 56 |
Income Taxes - Summary of Tax Y
Income Taxes - Summary of Tax Years that Remain Open to Tax Examination in Major Tax Jurisdictions (Details) | 12 Months Ended |
Dec. 31, 2018 | |
U.S. - Federal [Member] | |
Income Tax Contingency [Line Items] | |
Open Tax Years | 2015 and forward |
State and Local [Member] | |
Income Tax Contingency [Line Items] | |
Open Tax Years | 2013 and forward |
Foreign Tax Authority [Member] | United Kingdom [Member] | |
Income Tax Contingency [Line Items] | |
Open Tax Years | 2010 and forward |
Foreign Tax Authority [Member] | Ireland [Member] | |
Income Tax Contingency [Line Items] | |
Open Tax Years | 2014 and forward |
Foreign Tax Authority [Member] | France [Member] | |
Income Tax Contingency [Line Items] | |
Open Tax Years | 2010 and forward |
Foreign Tax Authority [Member] | Germany [Member] | |
Income Tax Contingency [Line Items] | |
Open Tax Years | 2010 and forward |
Foreign Tax Authority [Member] | Canada - Federal [Member] | |
Income Tax Contingency [Line Items] | |
Open Tax Years | 2011 and forward |
Fixed Assets - Components of Fi
Fixed Assets - Components of Fixed Assets (Details) - USD ($) $ in Millions | 12 Months Ended | |||||
Dec. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2016 | ||||
Movement in Property, Plant and Equipment [Roll Forward] | ||||||
Cost: at beginning of period | $ 1,862 | $ 1,481 | ||||
Additions | 319 | 394 | ||||
Disposals | (313) | (82) | ||||
Reclassification due to ASC 606 | [1] | (102) | ||||
Foreign exchange | (56) | 69 | ||||
Cost: at end of period | 1,710 | 1,862 | $ 1,481 | |||
Movement in Accumulated Depreciation, Depletion and Amortization, Property, Plant and Equipment [Roll Forward] | ||||||
Depreciation: at beginning of period | (877) | (642) | ||||
Depreciation expense | (213) | [2] | (252) | [2] | (178) | |
Disposals | 277 | 51 | ||||
Reclassification due to ASC 606 | [1] | 19 | ||||
Foreign exchange | 26 | (34) | ||||
Depreciation: at end of period | (768) | (877) | (642) | |||
Fixed assets, net | 942 | 985 | ||||
Transaction and integration expenses | 202 | 269 | 177 | |||
Transaction and integration expenses | ||||||
Movement in Accumulated Depreciation, Depletion and Amortization, Property, Plant and Equipment [Roll Forward] | ||||||
Transaction and integration expenses | 5 | 49 | ||||
Furniture, equipment and software [Member] | ||||||
Movement in Property, Plant and Equipment [Roll Forward] | ||||||
Cost: at beginning of period | 1,300 | 1,009 | ||||
Additions | 249 | 303 | ||||
Disposals | (278) | (61) | ||||
Reclassification due to ASC 606 | [1] | (102) | ||||
Foreign exchange | (39) | 49 | ||||
Cost: at end of period | 1,130 | 1,300 | 1,009 | |||
Movement in Accumulated Depreciation, Depletion and Amortization, Property, Plant and Equipment [Roll Forward] | ||||||
Depreciation: at beginning of period | (652) | (464) | ||||
Depreciation expense | [2] | (155) | (199) | |||
Disposals | 250 | 37 | ||||
Reclassification due to ASC 606 | [1] | 19 | ||||
Foreign exchange | 19 | (26) | ||||
Depreciation: at end of period | (519) | (652) | (464) | |||
Fixed assets, net | 611 | 648 | ||||
Leasehold Improvements [Member] | ||||||
Movement in Property, Plant and Equipment [Roll Forward] | ||||||
Cost: at beginning of period | 468 | 382 | ||||
Additions | 70 | 91 | ||||
Disposals | (35) | (21) | ||||
Foreign exchange | (15) | 16 | ||||
Cost: at end of period | 488 | 468 | 382 | |||
Movement in Accumulated Depreciation, Depletion and Amortization, Property, Plant and Equipment [Roll Forward] | ||||||
Depreciation: at beginning of period | (176) | (137) | ||||
Depreciation expense | [2] | (54) | (47) | |||
Disposals | 27 | 14 | ||||
Foreign exchange | 6 | (6) | ||||
Depreciation: at end of period | (197) | (176) | (137) | |||
Fixed assets, net | 291 | 292 | ||||
Land and Building [Member] | ||||||
Movement in Property, Plant and Equipment [Roll Forward] | ||||||
Cost: at beginning of period | 94 | 90 | ||||
Foreign exchange | (2) | 4 | ||||
Cost: at end of period | 92 | 94 | 90 | |||
Movement in Accumulated Depreciation, Depletion and Amortization, Property, Plant and Equipment [Roll Forward] | ||||||
Depreciation: at beginning of period | (49) | (41) | ||||
Depreciation expense | [2] | (4) | (6) | |||
Foreign exchange | 1 | (2) | ||||
Depreciation: at end of period | (52) | (49) | $ (41) | |||
Fixed assets, net | $ 40 | $ 45 | ||||
[1] | Pertains to costs related to certain system implementation activities that have now been included in other non-current assets based on the guidance in ASC 606. See Note 4 — Revenue for further information. | |||||
[2] | Depreciation expense included here does not equal the depreciation expense on the statements of comprehensive income for the years ended December 31, 2018 and 2017 due to the inclusion of $5 million and $49 million, respectively, which have been classified as transaction and integration expenses. |
Fixed Assets - Assets Held Unde
Fixed Assets - Assets Held Under Capital Leases (Details) - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2016 | |
Property,Plant and Equipment [LineItems] | |||
Capital leases | $ 31 | $ 31 | |
Accumulated depreciation | (16) | (14) | |
Net book value | 15 | 17 | |
Capital Leases [Member] | |||
Property,Plant and Equipment [LineItems] | |||
Depreciation | $ 2 | $ 2 | $ 2 |
Goodwill and Other Intangible_3
Goodwill and Other Intangible Assets - Components of Goodwill (Details) - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2018 | Dec. 31, 2017 | ||
Goodwill [Roll Forward] | |||
Goodwill, gross, beginning balance | $ 11,011 | $ 10,905 | |
Accumulated impairment losses, beginning balance | (492) | (492) | |
Goodwill, net, beginning balance | 10,519 | 10,413 | |
Goodwill reassigned in segment realignment | 0 | 0 | |
Goodwill acquired during the period | 38 | 8 | |
Goodwill disposed of during the period | (5) | (63) | |
Foreign exchange | (87) | 161 | |
Goodwill, gross, ending balance | 10,957 | 11,011 | |
Accumulated impairment losses, ending balance | (492) | (492) | |
Goodwill, net, ending balance | 10,465 | 10,519 | |
HCB [Member] | |||
Goodwill [Roll Forward] | |||
Goodwill, gross, beginning balance | 4,342 | 4,412 | |
Accumulated impairment losses, beginning balance | (130) | (130) | |
Goodwill, net, beginning balance | 4,212 | 4,282 | |
Goodwill reassigned in segment realignment | 0 | (113) | |
Goodwill acquired during the period | 0 | 0 | |
Goodwill disposed of during the period | 0 | (31) | |
Foreign exchange | (42) | 74 | |
Goodwill, gross, ending balance | 4,300 | 4,342 | |
Accumulated impairment losses, ending balance | (130) | (130) | |
Goodwill, net, ending balance | 4,170 | 4,212 | |
CRB [Member] | |||
Goodwill [Roll Forward] | |||
Goodwill, gross, beginning balance | 2,261 | 2,178 | |
Accumulated impairment losses, beginning balance | (362) | (362) | |
Goodwill, net, beginning balance | 1,899 | 1,816 | |
Goodwill reassigned in segment realignment | 72 | [1] | 13 |
Goodwill acquired during the period | 9 | 8 | |
Goodwill disposed of during the period | 0 | (5) | |
Foreign exchange | (34) | 67 | |
Goodwill, gross, ending balance | 2,308 | 2,261 | |
Accumulated impairment losses, ending balance | (362) | (362) | |
Goodwill, net, ending balance | 1,946 | 1,899 | |
IRR [Member] | |||
Goodwill [Roll Forward] | |||
Goodwill, gross, beginning balance | 1,851 | 1,758 | |
Accumulated impairment losses, beginning balance | 0 | 0 | |
Goodwill, net, beginning balance | 1,851 | 1,758 | |
Goodwill reassigned in segment realignment | (72) | [1] | 100 |
Goodwill acquired during the period | 29 | 0 | |
Goodwill disposed of during the period | (5) | (27) | |
Foreign exchange | (11) | 20 | |
Goodwill, gross, ending balance | 1,792 | 1,851 | |
Accumulated impairment losses, ending balance | 0 | 0 | |
Goodwill, net, ending balance | 1,792 | 1,851 | |
BDA [Member] | |||
Goodwill [Roll Forward] | |||
Goodwill, gross, beginning balance | 2,557 | 2,557 | |
Accumulated impairment losses, beginning balance | 0 | 0 | |
Goodwill, net, beginning balance | 2,557 | 2,557 | |
Goodwill reassigned in segment realignment | 0 | 0 | |
Goodwill acquired during the period | 0 | 0 | |
Goodwill disposed of during the period | 0 | 0 | |
Foreign exchange | 0 | 0 | |
Goodwill, gross, ending balance | 2,557 | 2,557 | |
Accumulated impairment losses, ending balance | 0 | 0 | |
Goodwill, net, ending balance | $ 2,557 | $ 2,557 | |
[1] | Represents the reallocation of goodwill related to certain businesses which were realigned among the segments as of January 1, 2018. See Note 5 — Segment Information for further information. |
Goodwill and Other Intangible_4
Goodwill and Other Intangible Assets - Finite-Lived Intangible Assets and Liabilities (Details) - USD ($) $ in Millions | 12 Months Ended | ||||
Dec. 31, 2018 | Dec. 31, 2017 | Jan. 04, 2016 | |||
Finite-lived Intangible Assets [Roll Forward] | |||||
Balance at December 31, 2017 | $ 3,882 | $ 4,332 | |||
Intangible assets acquired | 39 | 50 | |||
Intangible assets disposed | (7) | (45) | |||
Amortization | (536) | (583) | [1] | ||
Foreign exchange | (60) | 128 | |||
Balance at December 31, 2018 | 3,318 | 3,882 | |||
Finite-lived intangible assets, gross carrying amount | 5,318 | 5,408 | |||
Finite-lived intangible assets, accumulated amortization | (2,000) | (1,526) | |||
Finite-lived intangible liabilities, gross carrying amount | 34 | 34 | |||
Finite-lived intangible liabilities, accumulated amortization | (13) | (8) | |||
In Process Research and Development [Member] | |||||
Finite-lived Intangible Assets [Roll Forward] | |||||
Indefinite-Lived Intangible Assets (Excluding Goodwill) | 36 | $ 39 | |||
Client relationships [Member] | |||||
Finite-lived Intangible Assets [Roll Forward] | |||||
Balance at December 31, 2017 | 2,342 | 2,655 | |||
Intangible assets acquired | 39 | 13 | |||
Intangible assets disposed | (7) | (44) | |||
Amortization | (341) | (379) | [1] | ||
Foreign exchange | (47) | 97 | |||
Balance at December 31, 2018 | 1,986 | 2,342 | |||
Finite-lived intangible assets, gross carrying amount | 3,401 | 3,462 | |||
Finite-lived intangible assets, accumulated amortization | (1,415) | (1,120) | |||
Management contracts [Member] | |||||
Finite-lived Intangible Assets [Roll Forward] | |||||
Balance at December 31, 2017 | 56 | 54 | |||
Intangible assets acquired | 0 | 0 | |||
Intangible assets disposed | 0 | 0 | |||
Amortization | (4) | (4) | [1] | ||
Foreign exchange | (4) | 6 | |||
Balance at December 31, 2018 | 48 | 56 | |||
Finite-lived intangible assets, gross carrying amount | 63 | 68 | |||
Finite-lived intangible assets, accumulated amortization | (15) | (12) | |||
Software [Member] | |||||
Finite-lived Intangible Assets [Roll Forward] | |||||
Balance at December 31, 2017 | [2] | 473 | 570 | ||
Intangible assets acquired | 0 | 36 | [2] | ||
Intangible assets disposed | 0 | 0 | [2] | ||
Amortization | (140) | (150) | [1],[2] | ||
Foreign exchange | (5) | 17 | [2] | ||
Balance at December 31, 2018 | 328 | 473 | [2] | ||
Finite-lived intangible assets, gross carrying amount | 749 | 764 | |||
Finite-lived intangible assets, accumulated amortization | (421) | (291) | |||
Trademark and trade name [Member] | |||||
Finite-lived Intangible Assets [Roll Forward] | |||||
Balance at December 31, 2017 | 966 | 1,006 | |||
Intangible assets acquired | 0 | 0 | |||
Intangible assets disposed | 0 | (1) | |||
Amortization | (44) | (44) | [1] | ||
Foreign exchange | (2) | 5 | |||
Balance at December 31, 2018 | 920 | 966 | |||
Finite-lived intangible assets, gross carrying amount | 1,052 | 1,055 | |||
Finite-lived intangible assets, accumulated amortization | (132) | (89) | |||
Product [Member] | |||||
Finite-lived Intangible Assets [Roll Forward] | |||||
Balance at December 31, 2017 | 33 | 33 | |||
Intangible assets acquired | 0 | 0 | |||
Intangible assets disposed | 0 | 0 | |||
Amortization | (4) | (3) | [1] | ||
Foreign exchange | (2) | 3 | |||
Balance at December 31, 2018 | 27 | 33 | |||
Finite-lived intangible assets, gross carrying amount | 36 | 39 | |||
Finite-lived intangible assets, accumulated amortization | (9) | (6) | |||
Favorable agreements [Member] | |||||
Finite-lived Intangible Assets [Roll Forward] | |||||
Balance at December 31, 2017 | 10 | 11 | |||
Intangible assets acquired | 0 | 1 | |||
Intangible assets disposed | 0 | 0 | |||
Amortization | (2) | (2) | [1] | ||
Foreign exchange | 1 | 0 | |||
Balance at December 31, 2018 | 9 | 10 | |||
Finite-lived intangible assets, gross carrying amount | 14 | 14 | |||
Finite-lived intangible assets, accumulated amortization | (5) | (4) | |||
Other [Member] | |||||
Finite-lived Intangible Assets [Roll Forward] | |||||
Balance at December 31, 2017 | 2 | 3 | |||
Intangible assets acquired | 0 | 0 | |||
Intangible assets disposed | 0 | 0 | |||
Amortization | (1) | (1) | [1] | ||
Foreign exchange | (1) | 0 | |||
Balance at December 31, 2018 | 0 | 2 | |||
Finite-lived intangible assets, gross carrying amount | 3 | 6 | |||
Finite-lived intangible assets, accumulated amortization | (3) | (4) | |||
Unfavorable agreements [Member] | |||||
Finite-lived Intangible Assets [Roll Forward] | |||||
Finite-lived intangible liabilities, gross carrying amount | 34 | 34 | |||
Finite-lived intangible liabilities, accumulated amortization | $ (13) | $ (8) | |||
[1] | Amortization associated with favorable lease agreements is recorded in Other operating expenses in the consolidated statements of comprehensive income | ||||
[2] | In-process research and development intangible assets acquired as part of the Merger on January 4, 2016 of $39 million ($36 million at the date placed into service due to changes in foreign currency exchange rates) had been placed in service during the year ended December 31, 2017 and are included as intangible assets acquired in this presentation. |
Goodwill and Other Intangible_5
Goodwill and Other Intangible Assets - Narrative (Details) - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2016 | |
Finite-lived Intangible Assets [Roll Forward] | |||
Amortization | $ 534 | $ 581 | $ 591 |
Acquired unfavorable lease liabilities, net | $ 21 | $ 26 | |
Weighted average remaining life of amortizable intangible assets | 13 years 10 months 24 days |
Goodwill and Other Intangible_6
Goodwill and Other Intangible Assets - Schedule of Future Amortization Expense and Rent Offset (Details) $ in Millions | Dec. 31, 2018USD ($) |
Finite-Lived Intangible Assets, Amortization Expense, Maturity Schedule [Abstract] | |
2,019 | $ 472 |
2,020 | 420 |
2,021 | 344 |
2,022 | 287 |
2,023 | 239 |
Thereafter | 1,547 |
Total | 3,309 |
Rent offset | |
2,019 | (2) |
2,020 | (2) |
2,021 | (2) |
2,022 | (3) |
2,023 | (2) |
Thereafter | (1) |
Total | $ (12) |
Derivative Financial Instrume_3
Derivative Financial Instruments (Details) - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2016 | |
Derivative [Line Items] | |||
Loss on derivatives to be reclassified within the next twelve months | $ (12) | ||
Maximum [Member] | |||
Derivative [Line Items] | |||
Longest outstanding maturity | 2 years | ||
Not Designated as Hedging Instrument [Member] | Foreign exchange contracts [Member] | |||
Derivative [Line Items] | |||
Derivative, notional amount | $ 909 | $ 971 | |
Derivative asset, fair value | 3 | 3 | |
Not Designated as Hedging Instrument [Member] | Foreign exchange contracts [Member] | Other income, net [Member] | |||
Derivative [Line Items] | |||
Gain/(loss) recognized in income | 0 | 11 | $ (3) |
Cash Flow Hedges [Member] | Designated as Hedging Instrument [Member] | Interest rate swaps [Member] | |||
Derivative [Line Items] | |||
Derivative, notional amount | 300 | ||
Derivative liability, fair value | 1 | ||
Cash Flow Hedges [Member] | Designated as Hedging Instrument [Member] | Foreign exchange contracts [Member] | |||
Derivative [Line Items] | |||
Derivative, notional amount | 438 | 937 | |
Derivative liability, fair value | 15 | 21 | |
(Loss)/gain recognized in OCI (effective element) | (22) | 39 | (127) |
Loss reclassified from Accumulated OCL into income (effective element) | (28) | (53) | (42) |
Loss recognized in income (ineffective portion and amount excluded from effectiveness testing) | $ (1) | $ (1) | $ (1) |
Debt - Schedule of Long-term De
Debt - Schedule of Long-term Debt (Details) € in Millions | 12 Months Ended | ||||||
Dec. 31, 2018USD ($) | Dec. 31, 2018EUR (€) | Sep. 10, 2018 | Dec. 31, 2017USD ($) | ||||
Debt Instrument [Line Items] | |||||||
Short-term debt and current portion of long-term debt | $ 186,000,000 | $ 85,000,000 | |||||
Long-term debt, excluding current maturities | 4,389,000,000 | 4,450,000,000 | |||||
7.000% senior notes due 2019 [Member] | |||||||
Debt Instrument [Line Items] | |||||||
Short-term debt and current portion of long-term debt | $ 186,000,000 | ||||||
Long-term debt, excluding current maturities | 186,000,000 | ||||||
Stated interest rate | 7.00% | 7.00% | |||||
Debt instrument maturity year | 2,019 | ||||||
Term loan due 2019 [Member] | |||||||
Debt Instrument [Line Items] | |||||||
Short-term debt and current portion of long-term debt | 85,000,000 | ||||||
Long-term debt, excluding current maturities | 84,000,000 | ||||||
Debt instrument maturity year | 2,019 | ||||||
Revolving 1.25 Billion Dollar Credit Facility [Member] | |||||||
Debt Instrument [Line Items] | |||||||
Long-term debt, excluding current maturities | $ 130,000,000 | 884,000,000 | |||||
Revolving 1.25 Billion Dollar Credit Facility [Member] | Revolving Credit Facility [Member] | |||||||
Debt Instrument [Line Items] | |||||||
Maximum borrowing capacity | [1] | 1,250,000,000 | |||||
5.750% senior notes due 2021 [Member] | |||||||
Debt Instrument [Line Items] | |||||||
Long-term debt, excluding current maturities | $ 498,000,000 | 497,000,000 | |||||
Stated interest rate | 5.75% | 5.75% | |||||
Debt instrument maturity year | 2,021 | ||||||
3.500% senior notes due 2021 [Member] | |||||||
Debt Instrument [Line Items] | |||||||
Long-term debt, excluding current maturities | $ 448,000,000 | 447,000,000 | |||||
Stated interest rate | 3.50% | 3.50% | |||||
Debt instrument maturity year | 2,021 | ||||||
2.125% senior notes due 2022 [Member] | |||||||
Debt Instrument [Line Items] | |||||||
Long-term debt, excluding current maturities | $ 615,000,000 | [1] | € 540 | 644,000,000 | [1] | ||
Stated interest rate | [1] | 2.125% | 2.125% | ||||
Debt instrument maturity year | [1] | 2,022 | |||||
4.625% senior notes due 2023 [Member] | |||||||
Debt Instrument [Line Items] | |||||||
Long-term debt, excluding current maturities | $ 248,000,000 | 248,000,000 | |||||
Stated interest rate | 4.625% | 4.625% | |||||
Debt instrument maturity year | 2,023 | ||||||
3.600% senior notes due 2024 [Member] | |||||||
Debt Instrument [Line Items] | |||||||
Long-term debt, excluding current maturities | $ 645,000,000 | 645,000,000 | |||||
Stated interest rate | 3.60% | 3.60% | |||||
Debt instrument maturity year | 2,024 | ||||||
4.400% senior notes due 2026 [Member] | |||||||
Debt Instrument [Line Items] | |||||||
Long-term debt, excluding current maturities | $ 544,000,000 | 544,000,000 | |||||
Stated interest rate | 4.40% | 4.40% | |||||
Debt instrument maturity year | 2,026 | ||||||
4.500% senior notes due 2028 [Member] | |||||||
Debt Instrument [Line Items] | |||||||
Long-term debt, excluding current maturities | $ 595,000,000 | ||||||
Stated interest rate | 4.50% | 4.50% | 4.50% | ||||
Debt instrument maturity year | 2,028 | ||||||
6.125% senior notes due 2043 [Member] | |||||||
Debt Instrument [Line Items] | |||||||
Long-term debt, excluding current maturities | $ 271,000,000 | $ 271,000,000 | |||||
Stated interest rate | 6.125% | 6.125% | |||||
Debt instrument maturity year | 2,043 | ||||||
5.050% senior notes due 2048 [Member] | |||||||
Debt Instrument [Line Items] | |||||||
Long-term debt, excluding current maturities | $ 395,000,000 | ||||||
Stated interest rate | 5.05% | 5.05% | 5.05% | ||||
Debt instrument maturity year | 2,048 | ||||||
[1] | Notes issued in Euro (€540 million) |
Debt - Narrative (Details)
Debt - Narrative (Details) | Sep. 10, 2018USD ($) | May 16, 2017USD ($) | Mar. 28, 2017USD ($) | Mar. 07, 2017USD ($) | May 26, 2016USD ($) | May 26, 2016EUR (€) | Mar. 22, 2016USD ($) | Jan. 04, 2016USD ($) | Dec. 28, 2015USD ($) | Dec. 19, 2015USD ($) | Dec. 19, 2015EUR (€) | Nov. 20, 2015USD ($)tranche | Mar. 28, 2007USD ($) | Aug. 31, 2013USD ($) | Mar. 07, 2017USD ($) | Sep. 30, 2018USD ($) | Dec. 31, 2018USD ($) | Dec. 31, 2017USD ($) | Mar. 07, 2017EUR (€) | May 26, 2016EUR (€) | Mar. 15, 2016 | Nov. 20, 2015EUR (€) | Aug. 15, 2013USD ($) | Mar. 31, 2011USD ($) | Mar. 11, 2011USD ($) | Sep. 30, 2009USD ($) | |
Debt Instrument [Line Items] | |||||||||||||||||||||||||||
Description of interest accrual date | Interest has accrued on both the 2028 senior notes and 2048 senior notes from September 10, 2018 and will be paid in cash on March 15 and September 15 of each year, commencing on March 15, 2019. | ||||||||||||||||||||||||||
Proceeds from Debt, Net of Issuance Costs | $ 989,000,000 | ||||||||||||||||||||||||||
Revolving Credit Facility [Member] | Trinity Acquisition plc [Member] | |||||||||||||||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||||||||||||||
Maximum borrowing capacity | $ 1,250,000,000 | $ 1,250,000,000 | |||||||||||||||||||||||||
Term loan due 2019 [Member] | |||||||||||||||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||||||||||||||
Prepayment of outstanding debt | $ 127,000,000 | ||||||||||||||||||||||||||
5.750% senior notes due 2021 [Member] | |||||||||||||||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||||||||||||||
Stated interest rate | 5.75% | ||||||||||||||||||||||||||
5.750% senior notes due 2021 [Member] | Senior Notes [Member] | |||||||||||||||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||||||||||||||
Stated interest rate | 5.75% | ||||||||||||||||||||||||||
Debt Instrument, Face Amount | $ 500,000,000 | ||||||||||||||||||||||||||
Effective interest rate (as a percent) | 5.871% | ||||||||||||||||||||||||||
7.000% senior notes due 2019 [Member] | |||||||||||||||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||||||||||||||
Stated interest rate | 7.00% | ||||||||||||||||||||||||||
7.000% senior notes due 2019 [Member] | Senior Notes [Member] | |||||||||||||||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||||||||||||||
Stated interest rate | 7.00% | 7.00% | |||||||||||||||||||||||||
Repayments of Debt | $ 113,000,000 | ||||||||||||||||||||||||||
Debt Instrument, Face Amount | $ 300,000,000 | ||||||||||||||||||||||||||
Effective interest rate (as a percent) | 7.081% | ||||||||||||||||||||||||||
3.600% senior notes due 2024 [Member] | |||||||||||||||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||||||||||||||
Stated interest rate | 3.60% | ||||||||||||||||||||||||||
4.500% senior notes due 2028 [Member] | |||||||||||||||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||||||||||||||
Stated interest rate | 4.50% | 4.50% | |||||||||||||||||||||||||
Debt Instrument, Face Amount | $ 600,000,000 | ||||||||||||||||||||||||||
Effective interest rate (as a percent) | 4.504% | ||||||||||||||||||||||||||
Maturity date | Sep. 15, 2028 | ||||||||||||||||||||||||||
5.050% senior notes due 2048 [Member] | |||||||||||||||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||||||||||||||
Stated interest rate | 5.05% | 5.05% | |||||||||||||||||||||||||
Debt Instrument, Face Amount | $ 400,000,000 | ||||||||||||||||||||||||||
Effective interest rate (as a percent) | 5.073% | ||||||||||||||||||||||||||
Maturity date | Sep. 15, 2048 | ||||||||||||||||||||||||||
4.625% senior notes due 2023 [Member] | |||||||||||||||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||||||||||||||
Stated interest rate | 4.625% | ||||||||||||||||||||||||||
4.625% senior notes due 2023 [Member] | Senior Notes [Member] | |||||||||||||||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||||||||||||||
Stated interest rate | 4.625% | ||||||||||||||||||||||||||
Debt Instrument, Face Amount | $ 250,000,000 | ||||||||||||||||||||||||||
Effective interest rate (as a percent) | 4.696% | ||||||||||||||||||||||||||
6.125% senior notes due 2043 [Member] | |||||||||||||||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||||||||||||||
Stated interest rate | 6.125% | ||||||||||||||||||||||||||
6.125% senior notes due 2043 [Member] | Senior Notes [Member] | |||||||||||||||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||||||||||||||
Stated interest rate | 6.125% | ||||||||||||||||||||||||||
Debt Instrument, Face Amount | $ 275,000,000 | ||||||||||||||||||||||||||
Effective interest rate (as a percent) | 6.154% | ||||||||||||||||||||||||||
3.500% senior notes due 2021 [Member] | |||||||||||||||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||||||||||||||
Stated interest rate | 3.50% | ||||||||||||||||||||||||||
3.500% senior notes due 2021 [Member] | Senior Notes [Member] | |||||||||||||||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||||||||||||||
Stated interest rate | 3.50% | ||||||||||||||||||||||||||
Debt Instrument, Face Amount | $ 450,000,000 | ||||||||||||||||||||||||||
Effective interest rate (as a percent) | 3.707% | ||||||||||||||||||||||||||
4.400% senior notes due 2026 [Member] | |||||||||||||||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||||||||||||||
Stated interest rate | 4.40% | ||||||||||||||||||||||||||
4.400% senior notes due 2026 [Member] | Senior Notes [Member] | |||||||||||||||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||||||||||||||
Stated interest rate | 4.40% | ||||||||||||||||||||||||||
Debt Instrument, Face Amount | $ 550,000,000 | ||||||||||||||||||||||||||
Effective interest rate (as a percent) | 4.572% | ||||||||||||||||||||||||||
2.125% senior notes due 2022 [Member] | |||||||||||||||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||||||||||||||
Stated interest rate | [1] | 2.125% | |||||||||||||||||||||||||
2.125% senior notes due 2022 [Member] | Senior Notes [Member] | |||||||||||||||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||||||||||||||
Stated interest rate | 2.125% | 2.125% | |||||||||||||||||||||||||
Effective interest rate (as a percent) | 2.154% | 2.154% | |||||||||||||||||||||||||
Maturity date | May 26, 2022 | May 26, 2022 | |||||||||||||||||||||||||
Description of interest accrual date | Interest has accrued on the notes from May 26, 2016 and will be paid in cash on May 26 of each year. | Interest has accrued on the notes from May 26, 2016 and will be paid in cash on May 26 of each year. | |||||||||||||||||||||||||
Proceeds from long-term debt issuance | $ 600,000,000 | € 535,000,000 | |||||||||||||||||||||||||
2.125% senior notes due 2022 [Member] | Senior Notes [Member] | Trinity Acquisition plc [Member] | |||||||||||||||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||||||||||||||
Debt Instrument, Face Amount | $ 609,000,000 | € 540,000,000 | |||||||||||||||||||||||||
Revolving 1.25 Billion Dollar Credit Facility [Member] | Revolving Credit Facility [Member] | |||||||||||||||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||||||||||||||
Maximum borrowing capacity | [1] | $ 1,250,000,000 | |||||||||||||||||||||||||
Revolving 1.25 Billion Dollar Credit Facility [Member] | Line of Credit [Member] | Revolving Credit Facility [Member] | |||||||||||||||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||||||||||||||
Maximum borrowing capacity | $ 1,250,000,000 | 1,250,000,000 | $ 1,250,000,000 | ||||||||||||||||||||||||
Line of credit maturity date | Mar. 7, 2022 | ||||||||||||||||||||||||||
Long-term borrowings outstanding | $ 409,000,000 | 409,000,000 | € 45,000,000 | ||||||||||||||||||||||||
Revolving 1.25 Billion Dollar Credit Facility [Member] | Line of Credit [Member] | Revolving Credit Facility [Member] | LIBOR [Member] | Minimum [Member] | |||||||||||||||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||||||||||||||
Interest rate spread | 1.00% | ||||||||||||||||||||||||||
Revolving 1.25 Billion Dollar Credit Facility [Member] | Line of Credit [Member] | Revolving Credit Facility [Member] | LIBOR [Member] | Maximum [Member] | |||||||||||||||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||||||||||||||
Interest rate spread | 1.75% | ||||||||||||||||||||||||||
Revolving 1.25 Billion Dollar Credit Facility [Member] | Line of Credit [Member] | Revolving Credit Facility [Member] | Bank Base Rate [Member] | Minimum [Member] | |||||||||||||||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||||||||||||||
Interest rate spread | 0.00% | ||||||||||||||||||||||||||
Revolving 1.25 Billion Dollar Credit Facility [Member] | Line of Credit [Member] | Revolving Credit Facility [Member] | Bank Base Rate [Member] | Maximum [Member] | |||||||||||||||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||||||||||||||
Interest rate spread | 0.75% | ||||||||||||||||||||||||||
Revolving $800 million Credit Facility [Member] | Line of Credit [Member] | Revolving Credit Facility [Member] | |||||||||||||||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||||||||||||||
Maximum borrowing capacity | $ 800,000,000 | 800,000,000 | |||||||||||||||||||||||||
Current borrowing capacity | 800,000,000 | 800,000,000 | |||||||||||||||||||||||||
6.200% senior notes due 2017 [Member] | Senior Notes [Member] | |||||||||||||||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||||||||||||||
Stated interest rate | 6.20% | 6.20% | 6.20% | ||||||||||||||||||||||||
Repayments of Debt | $ 407,000,000 | $ 206,000,000 | |||||||||||||||||||||||||
Debt Instrument, Face Amount | $ 600,000,000 | ||||||||||||||||||||||||||
Effective interest rate (as a percent) | 6.253% | ||||||||||||||||||||||||||
Term loan period | 10 years | ||||||||||||||||||||||||||
3.600% senior notes due 2024 [Member] | Senior Notes [Member] | |||||||||||||||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||||||||||||||
Stated interest rate | 3.60% | ||||||||||||||||||||||||||
Debt Instrument, Face Amount | $ 650,000,000 | ||||||||||||||||||||||||||
Effective interest rate (as a percent) | 3.614% | ||||||||||||||||||||||||||
Maturity date | May 15, 2024 | ||||||||||||||||||||||||||
Description of interest accrual date | 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. | ||||||||||||||||||||||||||
Proceeds from Debt, Net of Issuance Costs | $ 644,000,000 | ||||||||||||||||||||||||||
Senior Notes Due 2021 and 2026 [Member] | Senior Notes [Member] | |||||||||||||||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||||||||||||||
Proceeds from long-term debt issuance | $ 988,000,000 | ||||||||||||||||||||||||||
Revolving $800 million Credit Facility [Member] | Line of Credit [Member] | Revolving Credit Facility [Member] | |||||||||||||||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||||||||||||||
Maximum borrowing capacity | 800,000,000 | 800,000,000 | |||||||||||||||||||||||||
Current borrowing capacity | $ 800,000,000 | $ 800,000,000 | |||||||||||||||||||||||||
Repayment of line of credit | 300,000,000 | ||||||||||||||||||||||||||
Revolving $800 million Credit Facility [Member] | Line of Credit [Member] | Revolving Credit Facility [Member] | LIBOR [Member] | BBB [Member] | Baa3 [Member] | |||||||||||||||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||||||||||||||
Interest rate spread | 1.375% | ||||||||||||||||||||||||||
Revolving $800 million Credit Facility [Member] | Line of Credit [Member] | Revolving Credit Facility [Member] | LIBOR [Member] | Minimum [Member] | |||||||||||||||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||||||||||||||
Interest rate spread | 1.25% | ||||||||||||||||||||||||||
Revolving $800 million Credit Facility [Member] | Line of Credit [Member] | Revolving Credit Facility [Member] | LIBOR [Member] | Maximum [Member] | |||||||||||||||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||||||||||||||
Interest rate spread | 2.00% | ||||||||||||||||||||||||||
Revolving $800 million Credit Facility [Member] | Line of Credit [Member] | Revolving Credit Facility [Member] | Bank Base Rate [Member] | Minimum [Member] | |||||||||||||||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||||||||||||||
Interest rate spread | 0.25% | ||||||||||||||||||||||||||
Revolving $800 million Credit Facility [Member] | Line of Credit [Member] | Revolving Credit Facility [Member] | Bank Base Rate [Member] | Maximum [Member] | |||||||||||||||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||||||||||||||
Interest rate spread | 1.00% | ||||||||||||||||||||||||||
4.125% Senior Notes Due 2016 [Member] | Senior Notes [Member] | |||||||||||||||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||||||||||||||
Stated interest rate | 4.125% | ||||||||||||||||||||||||||
4.125% Senior Notes Due 2016 [Member] | Senior Notes [Member] | |||||||||||||||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||||||||||||||
Stated interest rate | 4.125% | ||||||||||||||||||||||||||
Debt Instrument, Face Amount | $ 300,000,000 | ||||||||||||||||||||||||||
Effective interest rate (as a percent) | 4.24% | ||||||||||||||||||||||||||
Senior notes repaid month and year | 2016-03 | ||||||||||||||||||||||||||
1-year Term Loan Facility Matures 2016, Tranche two [Member] | Line of Credit [Member] | Notes Payable [Member] | |||||||||||||||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||||||||||||||
Repayment of line of credit | $ 400,000,000 | ||||||||||||||||||||||||||
Amounts drawn on line of credit | $ 400,000,000 | ||||||||||||||||||||||||||
1-year Term Loan Facility Matures 2016 [Member] | Line of Credit [Member] | Notes Payable [Member] | |||||||||||||||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||||||||||||||
Term loan period | 1 year | ||||||||||||||||||||||||||
Term loan due 2019 [Member] | Notes Payable [Member] | |||||||||||||||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||||||||||||||
Debt Instrument, Face Amount | $ 340,000,000 | $ 340,000,000 | |||||||||||||||||||||||||
Prepayment of outstanding debt | $ 127,000,000 | ||||||||||||||||||||||||||
Proceeds from long-term debt issuance | $ 340,000,000 | ||||||||||||||||||||||||||
Term loan period | 4 years | ||||||||||||||||||||||||||
WSI Revolving Credit Facility [Member] | Line of Credit [Member] | Revolving Credit Facility [Member] | LIBOR [Member] | BBB [Member] | Baa3 [Member] | |||||||||||||||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||||||||||||||
Debt Instrument, Credit Rating | BBB/Baa3 | ||||||||||||||||||||||||||
7-year term loan facility [Member] | Notes Payable [Member] | |||||||||||||||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||||||||||||||
Term loan period | 7 years | ||||||||||||||||||||||||||
Quarterly payment | $ 6,000,000 | ||||||||||||||||||||||||||
Final payment of debt | $ 186,000,000 | ||||||||||||||||||||||||||
1-year Term Loan Facility Matures 2016, Tranche one [Member] | Line of Credit [Member] | Notes Payable [Member] | |||||||||||||||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||||||||||||||
Maximum borrowing capacity | € | € 550,000,000 | ||||||||||||||||||||||||||
Term loan period | 1 year | ||||||||||||||||||||||||||
Number of tranches | tranche | 2 | ||||||||||||||||||||||||||
Amounts drawn on line of credit | $ 592,000,000 | € 544,000,000 | |||||||||||||||||||||||||
[1] | Notes issued in Euro (€540 million) |
Debt - Maturities Of Long Term
Debt - Maturities Of Long Term Debt (Details) $ in Millions | Dec. 31, 2018USD ($) |
Debt Instrument [Line Items] | |
2,019 | $ 378 |
2,020 | 181 |
2,021 | 1,103 |
2,022 | 875 |
2,023 | 369 |
Thereafter | 3,494 |
Total | 6,400 |
Senior Notes [Member] | |
Debt Instrument [Line Items] | |
2,019 | 187 |
2,020 | 0 |
2,021 | 950 |
2,022 | 617 |
2,023 | 250 |
Thereafter | 2,475 |
Total | 4,479 |
Senior Notes [Member] | Interest on Senior Notes [Member] | |
Debt Instrument [Line Items] | |
2,019 | 191 |
2,020 | 181 |
2,021 | 153 |
2,022 | 128 |
2,023 | 119 |
Thereafter | 1,019 |
Total | 1,791 |
Revolving Credit Facility [Member] | Line of Credit [Member] | Revolving $1.25 Billion Credit Facility [Member] | |
Debt Instrument [Line Items] | |
2,019 | 0 |
2,020 | 0 |
2,021 | 0 |
2,022 | 130 |
2,023 | 0 |
Thereafter | 0 |
Total | $ 130 |
Debt - Interest Expense (Detail
Debt - Interest Expense (Details) - USD ($) $ in Millions | 12 Months Ended | |||
Dec. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2016 | ||
Debt Instrument [Line Items] | ||||
Interest expense | $ 208 | $ 188 | $ 184 | |
Senior Notes [Member] | ||||
Debt Instrument [Line Items] | ||||
Interest expense | 166 | 148 | 139 | |
Term Loan | ||||
Debt Instrument [Line Items] | ||||
Interest expense | 4 | 8 | 17 | |
Other (i) [Member] | ||||
Debt Instrument [Line Items] | ||||
Interest expense | [1] | 12 | 14 | 16 |
Revolving Credit Facility [Member] | Line of Credit [Member] | Revolving 1.25 Billion Dollar Credit Facility [Member] | ||||
Debt Instrument [Line Items] | ||||
Interest expense | $ 26 | 17 | 10 | |
Revolving Credit Facility [Member] | Line of Credit [Member] | WSI Revolving Credit Facility [Member] | ||||
Debt Instrument [Line Items] | ||||
Interest expense | $ 1 | $ 2 | ||
[1] | Other primarily includes debt issuance costs, interest expense on capitalized leases and accretion on deferred and contingent consideration. |
Fair Value Measurements - Sched
Fair Value Measurements - Schedule of Assets and Liabilities Measured at Fair Value on Recurring Basis (Details) $ in Millions | Dec. 31, 2018USD ($) | Dec. 31, 2017USD ($) |
Contingent consideration [Member] | Fair Value Inputs, Discount Rate [Member] | ||
Liabilities: | ||
Fair Value Inputs, Discount Rate | 9.92 | 9.64 |
Recurring [Member] | ||
Assets: | ||
Mutual funds / exchange traded funds | $ 18 | $ 40 |
Derivative financial instruments | 5 | 18 |
Liabilities: | ||
Contingent consideration | 51 | 51 |
Derivative financial instruments | 17 | 37 |
Recurring [Member] | Level 1 [Member] | ||
Assets: | ||
Mutual funds / exchange traded funds | 18 | 40 |
Derivative financial instruments | 0 | 0 |
Liabilities: | ||
Contingent consideration | 0 | 0 |
Derivative financial instruments | 0 | 0 |
Recurring [Member] | Level 2 [Member] | ||
Assets: | ||
Mutual funds / exchange traded funds | 0 | 0 |
Derivative financial instruments | 5 | 18 |
Liabilities: | ||
Contingent consideration | 0 | 0 |
Derivative financial instruments | 17 | 37 |
Recurring [Member] | Level 3 [Member] | ||
Assets: | ||
Mutual funds / exchange traded funds | 0 | 0 |
Derivative financial instruments | 0 | 0 |
Liabilities: | ||
Contingent consideration | 51 | 51 |
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 | 12 Months Ended |
Dec. 31, 2018USD ($) | |
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward] | |
Balance as of beginning of period | $ 51 |
Obligations assumed | 2 |
Payments | (3) |
Realized and unrealized gains | 3 |
Foreign exchange | (2) |
Balance as of end of period | $ 51 |
Fair Value Measurements - Narra
Fair Value Measurements - Narrative (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2018 | Dec. 31, 2017 | |
Fair Value Disclosures [Abstract] | ||
Fair value significant transfers between Levels 1, 2 or 3 | $ 0 | $ 0 |
Fair Value Measurements - Sch_2
Fair Value Measurements - Schedule of Liabilities Whose Carrying Values Differ From the Fair Value and are Not Measured on a Recurring Basis (Details) - Nonrecurring [Member] - USD ($) $ in Millions | Dec. 31, 2018 | Dec. 31, 2017 |
Carrying Value [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Short-term debt and current portion of long-term debt | $ 186 | $ 85 |
Long-term debt | 4,389 | 4,450 |
Fair Value [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Short-term debt and current portion of long-term debt | 191 | 85 |
Long-term debt | $ 4,458 | $ 4,706 |
Retirement Benefits - Narrative
Retirement Benefits - Narrative (Details) $ in Millions | 6 Months Ended | 12 Months Ended | ||
Dec. 31, 2017 | Dec. 31, 2018USD ($) | Dec. 31, 2017USD ($) | Dec. 31, 2016USD ($) | |
Defined Benefit Plan Disclosure [Line Items] | ||||
Portion of pension and OPEB obligation attributed to disclosed plans (as a percent) | 99.00% | |||
Defined contribution plan expenses | $ 150 | $ 154 | $ 152 | |
Change in Assumptions for Pension Plans [Member] | ||||
Defined Benefit Plan Disclosure [Line Items] | ||||
Credit to net periodic benefit income | 51 | |||
Accounting Standards Update 2017-07 [Member] | ||||
Defined Benefit Plan Disclosure [Line Items] | ||||
Reclassification For Presentation | $ 280 | 222 | 203 | |
PRW [Member] | ||||
Defined Benefit Plan Disclosure [Line Items] | ||||
Curtailment | 0 | 0 | ||
Settlement | 0 | 0 | ||
Average remaining service period | 10 years 7 months 6 days | |||
UNITED STATES [Member] | ||||
Defined Benefit Plan Disclosure [Line Items] | ||||
Vesting period | 2 years | |||
UNITED STATES [Member] | Defined Contribution Plan Tranche One [Member] | ||||
Defined Benefit Plan Disclosure [Line Items] | ||||
Employer matching contribution, percent of match | 100.00% | |||
Maximum annual contributions per employee, percent | 1.00% | |||
UNITED STATES [Member] | Defined Contribution Plan Tranche Two [Member] | ||||
Defined Benefit Plan Disclosure [Line Items] | ||||
Employer matching contribution, percent of match | 50.00% | |||
Maximum annual contributions per employee, percent | 5.00% | |||
UNITED STATES [Member] | Pension Plan [Member] | ||||
Defined Benefit Plan Disclosure [Line Items] | ||||
Curtailment | 0 | 0 | ||
Settlement | $ (1) | (1) | 0 | |
UNITED KINGDOM [Member] | Pension Plan [Member] | ||||
Defined Benefit Plan Disclosure [Line Items] | ||||
Defined benefit plan employees covered percentage | 33.33% | |||
Curtailment | 0 | 0 | ||
Settlement | $ (41) | (37) | $ 0 | |
UNITED KINGDOM [Member] | Pension Plan [Member] | Pension Costs [Member] | ||||
Defined Benefit Plan Disclosure [Line Items] | ||||
Settlement | (40) | $ (36) | ||
NETHERLANDS [Member] | Pension Plan [Member] | ||||
Defined Benefit Plan Disclosure [Line Items] | ||||
Curtailment | $ 16 | |||
Newly-eligible employees [Member] | UNITED STATES [Member] | ||||
Defined Benefit Plan Disclosure [Line Items] | ||||
Defined benefit plan required employee contribution rate | 0.02 |
Retirement Benefits - Change in
Retirement Benefits - Change in Benefit Obligation and Plan Assets (Details) - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2016 | |
Change in Plan Assets | |||
Fair value of plan assets, beginning of year | $ 9,128 | ||
Fair value of plan assets, end of year | 8,292 | $ 9,128 | |
Pension benefits assets | 773 | 764 | |
Non-current liability for pension benefits | (1,170) | (1,259) | |
Pension Plan [Member] | UNITED STATES [Member] | |||
Change in Benefit Obligation | |||
Benefit obligation, beginning of year | 4,476 | 4,169 | |
Service cost | 66 | 66 | $ 59 |
Interest cost | 140 | 139 | 137 |
Employee contributions | 14 | 6 | |
Actuarial (gains)/losses | (313) | 293 | |
Settlements | (11) | (16) | |
Benefits paid | (185) | (181) | |
Transfers in | 0 | ||
Foreign currency changes | 0 | ||
Benefit obligation, end of year | 4,187 | 4,476 | 4,169 |
Change in Plan Assets | |||
Fair value of plan assets, beginning of year | 3,654 | 3,280 | |
Actual return on plan assets | (157) | 464 | |
Employer contributions | 88 | 101 | |
Employee contributions | 14 | 6 | |
Settlements | (11) | (16) | |
Benefits paid | (185) | (181) | |
Transfers in | 0 | ||
Foreign currency adjustment | 0 | ||
Fair value of plan assets, end of year | 3,403 | 3,654 | 3,280 |
Funded status at end of year | (784) | (822) | |
Accumulated Benefit Obligation | 4,187 | 4,476 | |
Pension benefits assets | 0 | ||
Current liability for pension benefits | (49) | (40) | |
Non-current liability for pension benefits | (735) | (782) | |
Components on the Consolidated Balance Sheet | (784) | (822) | |
Pension Plan [Member] | UNITED KINGDOM [Member] | |||
Change in Benefit Obligation | |||
Benefit obligation, beginning of year | 4,165 | 3,899 | |
Service cost | 18 | 32 | 24 |
Interest cost | 95 | 93 | 114 |
Employee contributions | 1 | 1 | |
Actuarial (gains)/losses | (176) | 2 | |
Settlements | (152) | (138) | |
Benefits paid | (96) | (93) | |
Plan amendments | 40 | ||
Transfers in | 0 | ||
Foreign currency changes | (229) | 369 | |
Benefit obligation, end of year | 3,666 | 4,165 | 3,899 |
Change in Plan Assets | |||
Fair value of plan assets, beginning of year | 4,910 | 4,360 | |
Actual return on plan assets | (69) | 290 | |
Employer contributions | 85 | 66 | |
Employee contributions | 1 | 1 | |
Settlements | (152) | (138) | |
Benefits paid | (96) | (93) | |
Transfers in | 0 | ||
Foreign currency adjustment | (277) | 424 | |
Fair value of plan assets, end of year | 4,402 | 4,910 | 4,360 |
Funded status at end of year | 736 | 745 | |
Accumulated Benefit Obligation | 3,666 | 4,165 | |
Pension benefits assets | 745 | 754 | |
Current liability for pension benefits | (1) | 0 | |
Non-current liability for pension benefits | (8) | (9) | |
Components on the Consolidated Balance Sheet | 736 | 745 | |
Pension Plan [Member] | Other Foreign Plans [Member] | |||
Change in Benefit Obligation | |||
Benefit obligation, beginning of year | 822 | 732 | |
Service cost | 21 | 20 | 19 |
Interest cost | 18 | 17 | 18 |
Employee contributions | 0 | ||
Actuarial (gains)/losses | (7) | 5 | |
Settlements | (26) | (1) | |
Curtailments | (20) | ||
Benefits paid | (28) | (29) | |
Transfers in | 1 | 1 | |
Foreign currency changes | (53) | 77 | |
Benefit obligation, end of year | 728 | 822 | 732 |
Change in Plan Assets | |||
Fair value of plan assets, beginning of year | 562 | 467 | |
Actual return on plan assets | (9) | 42 | |
Employer contributions | 22 | 34 | |
Employee contributions | 0 | ||
Settlements | (26) | (1) | |
Benefits paid | (28) | (29) | |
Transfers in | 1 | 1 | |
Foreign currency adjustment | (36) | 48 | |
Fair value of plan assets, end of year | 486 | 562 | 467 |
Funded status at end of year | (242) | (260) | |
Accumulated Benefit Obligation | 698 | 790 | |
Pension benefits assets | 17 | 17 | |
Current liability for pension benefits | (6) | (6) | |
Non-current liability for pension benefits | (253) | (271) | |
Components on the Consolidated Balance Sheet | (242) | (260) | |
PRW [Member] | |||
Change in Benefit Obligation | |||
Benefit obligation, beginning of year | 123 | 113 | |
Service cost | 1 | 0 | 1 |
Interest cost | 4 | 4 | 3 |
Employee contributions | 7 | 6 | |
Actuarial (gains)/losses | (3) | 14 | |
Settlements | 0 | ||
Benefits paid | (14) | (14) | |
Plan amendments | (31) | ||
Transfers in | 0 | ||
Foreign currency changes | 0 | ||
Benefit obligation, end of year | 87 | 123 | 113 |
Change in Plan Assets | |||
Fair value of plan assets, beginning of year | 2 | 4 | |
Actual return on plan assets | 0 | ||
Employer contributions | 6 | 6 | |
Employee contributions | 7 | 6 | |
Settlements | 0 | ||
Benefits paid | (14) | (14) | |
Transfers in | 0 | ||
Foreign currency adjustment | 0 | ||
Fair value of plan assets, end of year | 1 | 2 | $ 4 |
Funded status at end of year | (86) | (121) | |
Accumulated Benefit Obligation | 87 | 123 | |
Pension benefits assets | 0 | ||
Current liability for pension benefits | (5) | (5) | |
Non-current liability for pension benefits | (81) | (116) | |
Components on the Consolidated Balance Sheet | $ (86) | $ (121) |
Retirement Benefits - Amounts R
Retirement Benefits - Amounts Recognized in Other Comprehensive Income (Loss) (Details) - USD ($) $ in Millions | Dec. 31, 2018 | Dec. 31, 2017 |
Pension Plan [Member] | UNITED STATES [Member] | ||
Defined Benefit Plan Disclosure [Line Items] | ||
Net actuarial loss | $ 769 | $ 663 |
Accumulated other comprehensive loss/(income) | 769 | 663 |
Pension Plan [Member] | UNITED KINGDOM [Member] | ||
Defined Benefit Plan Disclosure [Line Items] | ||
Net actuarial loss | 955 | 909 |
Net prior service gain | (76) | (142) |
Accumulated other comprehensive loss/(income) | 879 | 767 |
Pension Plan [Member] | Other Foreign Plans [Member] | ||
Defined Benefit Plan Disclosure [Line Items] | ||
Net actuarial loss | 98 | 79 |
Accumulated other comprehensive loss/(income) | 98 | 79 |
PRW [Member] | ||
Defined Benefit Plan Disclosure [Line Items] | ||
Net actuarial loss | 16 | 19 |
Net prior service gain | (31) | |
Accumulated other comprehensive loss/(income) | $ (15) | $ 19 |
Retirement Benefits - Benefit O
Retirement Benefits - Benefit Obligation In Excess Of Plan Assets (Details) - Pension Plan [Member] - USD ($) $ in Millions | Dec. 31, 2018 | Dec. 31, 2017 |
UNITED STATES [Member] | ||
Defined Benefit Plan Disclosure [Line Items] | ||
Projected benefit obligation at end of year | $ 4,187 | $ 4,476 |
Fair value of plan assets at end of year | 3,403 | 3,654 |
UNITED KINGDOM [Member] | ||
Defined Benefit Plan Disclosure [Line Items] | ||
Projected benefit obligation at end of year | 9 | 10 |
Fair value of plan assets at end of year | 0 | |
Other Foreign Plans [Member] | ||
Defined Benefit Plan Disclosure [Line Items] | ||
Projected benefit obligation at end of year | 672 | 758 |
Fair value of plan assets at end of year | $ 413 | $ 481 |
Retirement Benefits - Accumulat
Retirement Benefits - Accumulated Benefit Obligation In Excess of Plan Assets (Details) - Pension Plan [Member] - USD ($) $ in Millions | Dec. 31, 2018 | Dec. 31, 2017 |
UNITED STATES [Member] | ||
Defined Benefit Plan Disclosure [Line Items] | ||
Projected benefit obligation at end of year | $ 4,187 | $ 4,476 |
Accumulated benefit obligation at end of year | 4,187 | 4,476 |
Fair value of plan assets at end of year | 3,403 | 3,654 |
UNITED KINGDOM [Member] | ||
Defined Benefit Plan Disclosure [Line Items] | ||
Projected benefit obligation at end of year | 9 | 10 |
Accumulated benefit obligation at end of year | 9 | 10 |
Fair value of plan assets at end of year | 0 | |
Other Foreign Plans [Member] | ||
Defined Benefit Plan Disclosure [Line Items] | ||
Projected benefit obligation at end of year | 672 | 758 |
Accumulated benefit obligation at end of year | 642 | 726 |
Fair value of plan assets at end of year | $ 413 | $ 481 |
Retirement Benefits - Net Perio
Retirement Benefits - Net Periodic Benefit Cost (Details) - USD ($) $ in Millions | 12 Months Ended | |||
Dec. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2016 | ||
Defined Benefit Plan Disclosure [Line Items] | ||||
Net periodic benefit (income)/cost | [1] | $ (280) | $ (222) | $ (203) |
Pension Plan [Member] | UNITED STATES [Member] | ||||
Defined Benefit Plan Disclosure [Line Items] | ||||
Service cost | 66 | 66 | 59 | |
Interest cost | 140 | 139 | 137 | |
Expected return on plan assets | (273) | (245) | (240) | |
Amortization of unrecognized prior service credit | 0 | 0 | ||
Amortization of unrecognized actuarial loss | 11 | 13 | 12 | |
Settlement | 1 | 1 | 0 | |
Curtailment gain | 0 | 0 | ||
Net periodic benefit (income)/cost | (55) | (26) | (32) | |
Net actuarial loss/(gain) | 117 | 74 | 238 | |
Amortization of unrecognized actuarial loss | (11) | (13) | (12) | |
Prior service cost/(credit) | 0 | 0 | ||
Amortization of unrecognized prior service credit | 0 | 0 | ||
Settlement | (1) | (1) | 0 | |
Curtailment gain | 0 | 0 | ||
Total recognized in other comprehensive loss/(income) | 105 | 60 | 226 | |
Total recognized in net periodic benefit (income)/cost and other comprehensive loss/(income) | 50 | 34 | 194 | |
Pension Plan [Member] | UNITED KINGDOM [Member] | ||||
Defined Benefit Plan Disclosure [Line Items] | ||||
Service cost | 18 | 32 | 24 | |
Interest cost | 95 | 93 | 114 | |
Expected return on plan assets | (298) | (284) | (253) | |
Amortization of unrecognized prior service credit | (19) | (18) | (19) | |
Amortization of unrecognized actuarial loss | 45 | 53 | 42 | |
Settlement | 41 | 37 | 0 | |
Curtailment gain | 0 | 0 | ||
Net periodic benefit (income)/cost | (118) | (87) | (92) | |
Net actuarial loss/(gain) | 191 | (4) | 323 | |
Amortization of unrecognized actuarial loss | (45) | (53) | (42) | |
Prior service cost/(credit) | 40 | 0 | 0 | |
Amortization of unrecognized prior service credit | 19 | 18 | 19 | |
Settlement | (41) | (37) | 0 | |
Curtailment gain | 0 | 0 | ||
Total recognized in other comprehensive loss/(income) | 164 | (76) | 300 | |
Total recognized in net periodic benefit (income)/cost and other comprehensive loss/(income) | 46 | (163) | 208 | |
Pension Plan [Member] | Other Foreign Plans [Member] | ||||
Defined Benefit Plan Disclosure [Line Items] | ||||
Service cost | 21 | 20 | 19 | |
Interest cost | 18 | 17 | 18 | |
Expected return on plan assets | (31) | (30) | (27) | |
Amortization of unrecognized prior service credit | 0 | 0 | ||
Amortization of unrecognized actuarial loss | 2 | 2 | 0 | |
Settlement | 2 | 1 | 5 | |
Curtailment gain | (16) | 0 | 0 | |
Net periodic benefit (income)/cost | (4) | 10 | 15 | |
Net actuarial loss/(gain) | 13 | (7) | 62 | |
Amortization of unrecognized actuarial loss | (2) | (2) | 0 | |
Prior service cost/(credit) | 0 | 0 | ||
Amortization of unrecognized prior service credit | 0 | 0 | ||
Settlement | (2) | (1) | (8) | |
Curtailment gain | 16 | 0 | 0 | |
Total recognized in other comprehensive loss/(income) | 25 | (10) | 54 | |
Total recognized in net periodic benefit (income)/cost and other comprehensive loss/(income) | 21 | 69 | ||
PRW [Member] | ||||
Defined Benefit Plan Disclosure [Line Items] | ||||
Service cost | 1 | 0 | 1 | |
Interest cost | 4 | 4 | 3 | |
Expected return on plan assets | 0 | 0 | ||
Amortization of unrecognized prior service credit | 0 | 0 | ||
Amortization of unrecognized actuarial loss | 0 | 0 | ||
Settlement | 0 | 0 | ||
Curtailment gain | 0 | 0 | ||
Net periodic benefit (income)/cost | 5 | 4 | 4 | |
Net actuarial loss/(gain) | (3) | 14 | 4 | |
Amortization of unrecognized actuarial loss | 0 | 0 | ||
Prior service cost/(credit) | (31) | 0 | 0 | |
Amortization of unrecognized prior service credit | 0 | 0 | ||
Settlement | 0 | 0 | ||
Curtailment gain | 0 | 0 | ||
Total recognized in other comprehensive loss/(income) | (34) | 14 | 4 | |
Total recognized in net periodic benefit (income)/cost and other comprehensive loss/(income) | $ (29) | $ 18 | $ 8 | |
[1] | As a result of the retrospective adoption of ASU 2017-07 within the consolidated statements of comprehensive income, the service-cost component of net periodic benefit (income)/cost remained within salaries and benefits expense, while the remainder of the components are now included within other income, net. See Note 2 — Basis of Presentation, Significant Accounting Policies and Recent Accounting Pronouncements for further details. |
Retirement Benefits - Amounts i
Retirement Benefits - Amounts in AOCI to be Recognized Next Fiscal Year (Details) $ in Millions | Dec. 31, 2018USD ($) |
Pension Plan [Member] | UNITED STATES [Member] | |
Defined Benefit Plan Disclosure [Line Items] | |
Estimated net actuarial loss | $ (19) |
Pension Plan [Member] | UNITED KINGDOM [Member] | |
Defined Benefit Plan Disclosure [Line Items] | |
Estimated net actuarial loss | (21) |
Prior service credit | (16) |
Pension Plan [Member] | Other Foreign Plans [Member] | |
Defined Benefit Plan Disclosure [Line Items] | |
Estimated net actuarial loss | (2) |
PRW [Member] | |
Defined Benefit Plan Disclosure [Line Items] | |
Estimated net actuarial loss | (1) |
Prior service credit | $ (4) |
Retirement Benefits - Assumptio
Retirement Benefits - Assumptions Used (Details) | 12 Months Ended | ||
Dec. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2016 | |
Pension Plan [Member] | UNITED STATES [Member] | |||
Defined Benefit Plan Disclosure [Line Items] | |||
Discount rate - PBO | 3.60% | 4.00% | 4.20% |
Discount rate - service cost | 3.50% | 3.90% | 3.90% |
Discount rate - interest cost on service cost | 3.10% | 3.20% | 3.20% |
Discount rate - interest cost on PBO | 3.20% | 3.40% | 3.40% |
Expected long-term rate of return on assets | 7.60% | 7.60% | 7.60% |
Rate of increase in compensation levels | 4.30% | 4.30% | 4.30% |
Discount rate | 4.20% | 3.60% | |
Rate of increase in compensation levels | 4.30% | 4.30% | |
Pension Plan [Member] | UNITED KINGDOM [Member] | |||
Defined Benefit Plan Disclosure [Line Items] | |||
Discount rate - PBO | 2.60% | 2.60% | 3.80% |
Discount rate - service cost | 2.70% | 2.60% | 3.80% |
Discount rate - interest cost on service cost | 2.50% | 2.40% | 3.80% |
Discount rate - interest cost on PBO | 2.30% | 2.30% | 3.40% |
Expected long-term rate of return on assets | 6.20% | 6.30% | 6.20% |
Rate of increase in compensation levels | 3.00% | 3.20% | 3.20% |
Discount rate | 2.80% | 2.60% | |
Rate of increase in compensation levels | 3.00% | 3.00% | |
Pension Plan [Member] | Other Foreign Plans [Member] | |||
Defined Benefit Plan Disclosure [Line Items] | |||
Discount rate - PBO | 2.60% | 2.70% | 3.20% |
Discount rate - service cost | 2.90% | 3.00% | 3.40% |
Discount rate - interest cost on service cost | 2.70% | 2.80% | 3.10% |
Discount rate - interest cost on PBO | 2.30% | 2.30% | 2.80% |
Expected long-term rate of return on assets | 5.70% | 6.10% | 6.10% |
Rate of increase in compensation levels | 2.30% | 2.30% | 2.30% |
Discount rate | 2.80% | 2.60% | |
Rate of increase in compensation levels | 2.30% | 2.30% | |
PRW [Member] | |||
Defined Benefit Plan Disclosure [Line Items] | |||
Discount rate - PBO | 3.50% | 4.00% | 4.20% |
Discount rate - service cost | 3.50% | 3.90% | 4.10% |
Discount rate - interest cost on service cost | 3.20% | 3.50% | 3.50% |
Discount rate - interest cost on PBO | 3.10% | 3.30% | 3.30% |
Expected long-term rate of return on assets | 2.00% | 2.00% | 2.00% |
Health care cost trend - Initial rate | 6.50% | 7.00% | 7.00% |
Health care cost trend - Ultimate rate | 5.00% | 5.00% | 5.00% |
Health care cost trend - ultimate rate year | 2,022 | 2,022 | 2,022 |
Discount rate | 4.20% | 3.50% |
Retirement Benefits - Allocatio
Retirement Benefits - Allocation of Plan Assets (Details) - Pension Plan [Member] | Dec. 31, 2018 |
Willis [Member] | UNITED STATES [Member] | |
Defined Benefit Plan Disclosure [Line Items] | |
Pension plan asset target allocations | 100.00% |
Willis [Member] | UNITED KINGDOM [Member] | |
Defined Benefit Plan Disclosure [Line Items] | |
Pension plan asset target allocations | 100.00% |
Willis [Member] | Ireland [Member] | |
Defined Benefit Plan Disclosure [Line Items] | |
Pension plan asset target allocations | 100.00% |
Willis Towers Watson [Member] | UNITED STATES [Member] | |
Defined Benefit Plan Disclosure [Line Items] | |
Pension plan asset target allocations | 100.00% |
Miller [Member] | UNITED KINGDOM [Member] | |
Defined Benefit Plan Disclosure [Line Items] | |
Pension plan asset target allocations | 100.00% |
Towers Watson & Co. [Member] | UNITED KINGDOM [Member] | |
Defined Benefit Plan Disclosure [Line Items] | |
Pension plan asset target allocations | 100.00% |
Towers Watson & Co. [Member] | Canada [Member] | |
Defined Benefit Plan Disclosure [Line Items] | |
Pension plan asset target allocations | 100.00% |
Towers Watson & Co. [Member] | Germany [Member] | |
Defined Benefit Plan Disclosure [Line Items] | |
Pension plan asset target allocations | 100.00% |
Towers Watson & Co. [Member] | Ireland [Member] | |
Defined Benefit Plan Disclosure [Line Items] | |
Pension plan asset target allocations | 100.00% |
Equity securities [Member] | Willis [Member] | UNITED STATES [Member] | |
Defined Benefit Plan Disclosure [Line Items] | |
Pension plan asset target allocations | 30.00% |
Equity securities [Member] | Willis [Member] | UNITED KINGDOM [Member] | |
Defined Benefit Plan Disclosure [Line Items] | |
Pension plan asset target allocations | 23.00% |
Equity securities [Member] | Willis [Member] | Ireland [Member] | |
Defined Benefit Plan Disclosure [Line Items] | |
Pension plan asset target allocations | 30.00% |
Equity securities [Member] | Willis Towers Watson [Member] | UNITED STATES [Member] | |
Defined Benefit Plan Disclosure [Line Items] | |
Pension plan asset target allocations | 23.00% |
Equity securities [Member] | Miller [Member] | UNITED KINGDOM [Member] | |
Defined Benefit Plan Disclosure [Line Items] | |
Pension plan asset target allocations | 19.00% |
Equity securities [Member] | Towers Watson & Co. [Member] | UNITED KINGDOM [Member] | |
Defined Benefit Plan Disclosure [Line Items] | |
Pension plan asset target allocations | 7.00% |
Equity securities [Member] | Towers Watson & Co. [Member] | Canada [Member] | |
Defined Benefit Plan Disclosure [Line Items] | |
Pension plan asset target allocations | 40.00% |
Equity securities [Member] | Towers Watson & Co. [Member] | Germany [Member] | |
Defined Benefit Plan Disclosure [Line Items] | |
Pension plan asset target allocations | 34.00% |
Equity securities [Member] | Towers Watson & Co. [Member] | Ireland [Member] | |
Defined Benefit Plan Disclosure [Line Items] | |
Pension plan asset target allocations | 40.00% |
Debt securities [Member] | Willis [Member] | UNITED STATES [Member] | |
Defined Benefit Plan Disclosure [Line Items] | |
Pension plan asset target allocations | 44.00% |
Debt securities [Member] | Willis [Member] | UNITED KINGDOM [Member] | |
Defined Benefit Plan Disclosure [Line Items] | |
Pension plan asset target allocations | 58.00% |
Debt securities [Member] | Willis [Member] | Ireland [Member] | |
Defined Benefit Plan Disclosure [Line Items] | |
Pension plan asset target allocations | 29.00% |
Debt securities [Member] | Willis Towers Watson [Member] | UNITED STATES [Member] | |
Defined Benefit Plan Disclosure [Line Items] | |
Pension plan asset target allocations | 43.00% |
Debt securities [Member] | Miller [Member] | UNITED KINGDOM [Member] | |
Defined Benefit Plan Disclosure [Line Items] | |
Pension plan asset target allocations | 21.00% |
Debt securities [Member] | Towers Watson & Co. [Member] | UNITED KINGDOM [Member] | |
Defined Benefit Plan Disclosure [Line Items] | |
Pension plan asset target allocations | 25.00% |
Debt securities [Member] | Towers Watson & Co. [Member] | Canada [Member] | |
Defined Benefit Plan Disclosure [Line Items] | |
Pension plan asset target allocations | 50.00% |
Debt securities [Member] | Towers Watson & Co. [Member] | Germany [Member] | |
Defined Benefit Plan Disclosure [Line Items] | |
Pension plan asset target allocations | 59.00% |
Debt securities [Member] | Towers Watson & Co. [Member] | Ireland [Member] | |
Defined Benefit Plan Disclosure [Line Items] | |
Pension plan asset target allocations | 30.00% |
Real estate [Member] | Willis [Member] | UNITED STATES [Member] | |
Defined Benefit Plan Disclosure [Line Items] | |
Pension plan asset target allocations | 11.00% |
Real estate [Member] | Willis [Member] | UNITED KINGDOM [Member] | |
Defined Benefit Plan Disclosure [Line Items] | |
Pension plan asset target allocations | 2.00% |
Real estate [Member] | Willis [Member] | Ireland [Member] | |
Defined Benefit Plan Disclosure [Line Items] | |
Pension plan asset target allocations | 3.00% |
Real estate [Member] | Willis Towers Watson [Member] | UNITED STATES [Member] | |
Defined Benefit Plan Disclosure [Line Items] | |
Pension plan asset target allocations | 6.00% |
Real estate [Member] | Miller [Member] | UNITED KINGDOM [Member] | |
Defined Benefit Plan Disclosure [Line Items] | |
Pension plan asset target allocations | 0.00% |
Real estate [Member] | Towers Watson & Co. [Member] | UNITED KINGDOM [Member] | |
Defined Benefit Plan Disclosure [Line Items] | |
Pension plan asset target allocations | 1.00% |
Real estate [Member] | Towers Watson & Co. [Member] | Canada [Member] | |
Defined Benefit Plan Disclosure [Line Items] | |
Pension plan asset target allocations | 5.00% |
Real estate [Member] | Towers Watson & Co. [Member] | Germany [Member] | |
Defined Benefit Plan Disclosure [Line Items] | |
Pension plan asset target allocations | 0.00% |
Real estate [Member] | Towers Watson & Co. [Member] | Ireland [Member] | |
Defined Benefit Plan Disclosure [Line Items] | |
Pension plan asset target allocations | 0.00% |
Other [Member] | Willis [Member] | UNITED STATES [Member] | |
Defined Benefit Plan Disclosure [Line Items] | |
Pension plan asset target allocations | 15.00% |
Other [Member] | Willis [Member] | UNITED KINGDOM [Member] | |
Defined Benefit Plan Disclosure [Line Items] | |
Pension plan asset target allocations | 17.00% |
Other [Member] | Willis [Member] | Ireland [Member] | |
Defined Benefit Plan Disclosure [Line Items] | |
Pension plan asset target allocations | 38.00% |
Other [Member] | Willis Towers Watson [Member] | UNITED STATES [Member] | |
Defined Benefit Plan Disclosure [Line Items] | |
Pension plan asset target allocations | 28.00% |
Other [Member] | Miller [Member] | UNITED KINGDOM [Member] | |
Defined Benefit Plan Disclosure [Line Items] | |
Pension plan asset target allocations | 60.00% |
Other [Member] | Towers Watson & Co. [Member] | UNITED KINGDOM [Member] | |
Defined Benefit Plan Disclosure [Line Items] | |
Pension plan asset target allocations | 67.00% |
Other [Member] | Towers Watson & Co. [Member] | Canada [Member] | |
Defined Benefit Plan Disclosure [Line Items] | |
Pension plan asset target allocations | 5.00% |
Other [Member] | Towers Watson & Co. [Member] | Germany [Member] | |
Defined Benefit Plan Disclosure [Line Items] | |
Pension plan asset target allocations | 7.00% |
Other [Member] | Towers Watson & Co. [Member] | Ireland [Member] | |
Defined Benefit Plan Disclosure [Line Items] | |
Pension plan asset target allocations | 30.00% |
Retirement Benefits - Fair Valu
Retirement Benefits - Fair Value (Details) - USD ($) $ in Millions | Dec. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2016 |
Defined Benefit Plan Disclosure [Line Items] | |||
Fair value of plan assets | $ 8,292 | $ 9,128 | |
Level 3 [Member] | |||
Defined Benefit Plan Disclosure [Line Items] | |||
Fair value of plan assets | 2 | 19 | |
Pension Plan [Member] | UNITED STATES [Member] | |||
Defined Benefit Plan Disclosure [Line Items] | |||
Fair value of plan assets | 3,403 | 3,654 | $ 3,280 |
Pension Plan [Member] | UNITED KINGDOM [Member] | |||
Defined Benefit Plan Disclosure [Line Items] | |||
Fair value of plan assets | 4,402 | 4,910 | 4,360 |
Fair value of plan assets\(liabilities) | 4,389 | 4,909 | |
Pension Plan [Member] | UNITED KINGDOM [Member] | Derivatives [Member] | |||
Defined Benefit Plan Disclosure [Line Items] | |||
Fair value of plan liabilities | 16 | ||
Pension Plan [Member] | UNITED KINGDOM [Member] | Level 1 [Member] | |||
Defined Benefit Plan Disclosure [Line Items] | |||
Fair value of plan assets\(liabilities) | 2,033 | 1,957 | |
Pension Plan [Member] | UNITED KINGDOM [Member] | Level 1 [Member] | Derivatives [Member] | |||
Defined Benefit Plan Disclosure [Line Items] | |||
Fair value of plan liabilities | 0 | ||
Pension Plan [Member] | UNITED KINGDOM [Member] | Level 2 [Member] | |||
Defined Benefit Plan Disclosure [Line Items] | |||
Fair value of plan assets\(liabilities) | (43) | 7 | |
Pension Plan [Member] | UNITED KINGDOM [Member] | Level 2 [Member] | Derivatives [Member] | |||
Defined Benefit Plan Disclosure [Line Items] | |||
Fair value of plan liabilities | 16 | ||
Pension Plan [Member] | UNITED KINGDOM [Member] | Level 3 [Member] | |||
Defined Benefit Plan Disclosure [Line Items] | |||
Fair value of plan assets\(liabilities) | 0 | ||
Pension Plan [Member] | UNITED KINGDOM [Member] | Level 3 [Member] | Derivatives [Member] | |||
Defined Benefit Plan Disclosure [Line Items] | |||
Fair value of plan liabilities | 0 | ||
Pension Plan [Member] | Other Foreign Plans [Member] | |||
Defined Benefit Plan Disclosure [Line Items] | |||
Fair value of plan assets | 486 | 562 | $ 467 |
Pension Plan [Member] | Cash [Member] | UNITED STATES [Member] | |||
Defined Benefit Plan Disclosure [Line Items] | |||
Fair value of plan assets | 6 | 10 | |
Pension Plan [Member] | Cash [Member] | UNITED STATES [Member] | Level 1 [Member] | |||
Defined Benefit Plan Disclosure [Line Items] | |||
Fair value of plan assets | 6 | 10 | |
Pension Plan [Member] | Cash [Member] | UNITED STATES [Member] | Level 2 [Member] | |||
Defined Benefit Plan Disclosure [Line Items] | |||
Fair value of plan assets | 0 | ||
Pension Plan [Member] | Cash [Member] | UNITED STATES [Member] | Level 3 [Member] | |||
Defined Benefit Plan Disclosure [Line Items] | |||
Fair value of plan assets | 0 | ||
Pension Plan [Member] | Cash [Member] | UNITED KINGDOM [Member] | |||
Defined Benefit Plan Disclosure [Line Items] | |||
Fair value of plan assets | 229 | 92 | |
Pension Plan [Member] | Cash [Member] | UNITED KINGDOM [Member] | Level 1 [Member] | |||
Defined Benefit Plan Disclosure [Line Items] | |||
Fair value of plan assets | 229 | 92 | |
Pension Plan [Member] | Cash [Member] | UNITED KINGDOM [Member] | Level 2 [Member] | |||
Defined Benefit Plan Disclosure [Line Items] | |||
Fair value of plan assets | 0 | ||
Pension Plan [Member] | Cash [Member] | UNITED KINGDOM [Member] | Level 3 [Member] | |||
Defined Benefit Plan Disclosure [Line Items] | |||
Fair value of plan assets | 0 | ||
Pension Plan [Member] | Cash [Member] | Other Foreign Plans [Member] | |||
Defined Benefit Plan Disclosure [Line Items] | |||
Fair value of plan assets | 1 | 5 | |
Pension Plan [Member] | Cash [Member] | Other Foreign Plans [Member] | Level 1 [Member] | |||
Defined Benefit Plan Disclosure [Line Items] | |||
Fair value of plan assets | 1 | 5 | |
Pension Plan [Member] | Cash [Member] | Other Foreign Plans [Member] | Level 2 [Member] | |||
Defined Benefit Plan Disclosure [Line Items] | |||
Fair value of plan assets | 0 | ||
Pension Plan [Member] | Cash [Member] | Other Foreign Plans [Member] | Level 3 [Member] | |||
Defined Benefit Plan Disclosure [Line Items] | |||
Fair value of plan assets | 0 | ||
Pension Plan [Member] | Short-term securities [Member] | UNITED STATES [Member] | |||
Defined Benefit Plan Disclosure [Line Items] | |||
Fair value of plan assets | 78 | 283 | |
Pension Plan [Member] | Short-term securities [Member] | UNITED STATES [Member] | Level 1 [Member] | |||
Defined Benefit Plan Disclosure [Line Items] | |||
Fair value of plan assets | 0 | ||
Pension Plan [Member] | Short-term securities [Member] | UNITED STATES [Member] | Level 2 [Member] | |||
Defined Benefit Plan Disclosure [Line Items] | |||
Fair value of plan assets | 78 | 283 | |
Pension Plan [Member] | Short-term securities [Member] | UNITED STATES [Member] | Level 3 [Member] | |||
Defined Benefit Plan Disclosure [Line Items] | |||
Fair value of plan assets | 0 | ||
Pension Plan [Member] | Equity securities [Member] | UNITED STATES [Member] | |||
Defined Benefit Plan Disclosure [Line Items] | |||
Fair value of plan assets | 156 | 202 | |
Pension Plan [Member] | Equity securities [Member] | UNITED STATES [Member] | Level 1 [Member] | |||
Defined Benefit Plan Disclosure [Line Items] | |||
Fair value of plan assets | 156 | 202 | |
Pension Plan [Member] | Equity securities [Member] | UNITED STATES [Member] | Level 2 [Member] | |||
Defined Benefit Plan Disclosure [Line Items] | |||
Fair value of plan assets | 0 | ||
Pension Plan [Member] | Equity securities [Member] | UNITED STATES [Member] | Level 3 [Member] | |||
Defined Benefit Plan Disclosure [Line Items] | |||
Fair value of plan assets | 0 | ||
Pension Plan [Member] | Equity securities [Member] | UNITED KINGDOM [Member] | |||
Defined Benefit Plan Disclosure [Line Items] | |||
Fair value of plan assets | 24 | ||
Pension Plan [Member] | Equity securities [Member] | UNITED KINGDOM [Member] | Level 1 [Member] | |||
Defined Benefit Plan Disclosure [Line Items] | |||
Fair value of plan assets | 24 | ||
Pension Plan [Member] | Equity securities [Member] | UNITED KINGDOM [Member] | Level 2 [Member] | |||
Defined Benefit Plan Disclosure [Line Items] | |||
Fair value of plan assets | 0 | ||
Pension Plan [Member] | Equity securities [Member] | UNITED KINGDOM [Member] | Level 3 [Member] | |||
Defined Benefit Plan Disclosure [Line Items] | |||
Fair value of plan assets | 0 | ||
Pension Plan [Member] | Government bonds [Member] | UNITED STATES [Member] | |||
Defined Benefit Plan Disclosure [Line Items] | |||
Fair value of plan assets | 2 | 10 | |
Pension Plan [Member] | Government bonds [Member] | UNITED STATES [Member] | Level 1 [Member] | |||
Defined Benefit Plan Disclosure [Line Items] | |||
Fair value of plan assets | 2 | 10 | |
Pension Plan [Member] | Government bonds [Member] | UNITED STATES [Member] | Level 2 [Member] | |||
Defined Benefit Plan Disclosure [Line Items] | |||
Fair value of plan assets | 0 | ||
Pension Plan [Member] | Government bonds [Member] | UNITED STATES [Member] | Level 3 [Member] | |||
Defined Benefit Plan Disclosure [Line Items] | |||
Fair value of plan assets | 0 | ||
Pension Plan [Member] | Government bonds [Member] | UNITED KINGDOM [Member] | |||
Defined Benefit Plan Disclosure [Line Items] | |||
Fair value of plan assets | 1,804 | 1,841 | |
Pension Plan [Member] | Government bonds [Member] | UNITED KINGDOM [Member] | Level 1 [Member] | |||
Defined Benefit Plan Disclosure [Line Items] | |||
Fair value of plan assets | 1,804 | 1,841 | |
Pension Plan [Member] | Government bonds [Member] | UNITED KINGDOM [Member] | Level 2 [Member] | |||
Defined Benefit Plan Disclosure [Line Items] | |||
Fair value of plan assets | 0 | ||
Pension Plan [Member] | Government bonds [Member] | UNITED KINGDOM [Member] | Level 3 [Member] | |||
Defined Benefit Plan Disclosure [Line Items] | |||
Fair value of plan assets | 0 | ||
Pension Plan [Member] | Corporate bonds [Member] | UNITED STATES [Member] | |||
Defined Benefit Plan Disclosure [Line Items] | |||
Fair value of plan assets | 354 | 193 | |
Pension Plan [Member] | Corporate bonds [Member] | UNITED STATES [Member] | Level 1 [Member] | |||
Defined Benefit Plan Disclosure [Line Items] | |||
Fair value of plan assets | 0 | ||
Pension Plan [Member] | Corporate bonds [Member] | UNITED STATES [Member] | Level 2 [Member] | |||
Defined Benefit Plan Disclosure [Line Items] | |||
Fair value of plan assets | 354 | 193 | |
Pension Plan [Member] | Corporate bonds [Member] | UNITED STATES [Member] | Level 3 [Member] | |||
Defined Benefit Plan Disclosure [Line Items] | |||
Fair value of plan assets | 0 | ||
Pension Plan [Member] | Corporate bonds [Member] | UNITED KINGDOM [Member] | |||
Defined Benefit Plan Disclosure [Line Items] | |||
Fair value of plan assets | 297 | 224 | |
Pension Plan [Member] | Corporate bonds [Member] | UNITED KINGDOM [Member] | Level 1 [Member] | |||
Defined Benefit Plan Disclosure [Line Items] | |||
Fair value of plan assets | 0 | ||
Pension Plan [Member] | Corporate bonds [Member] | UNITED KINGDOM [Member] | Level 2 [Member] | |||
Defined Benefit Plan Disclosure [Line Items] | |||
Fair value of plan assets | 297 | 224 | |
Pension Plan [Member] | Corporate bonds [Member] | UNITED KINGDOM [Member] | Level 3 [Member] | |||
Defined Benefit Plan Disclosure [Line Items] | |||
Fair value of plan assets | 0 | ||
Pension Plan [Member] | Other fixed income [Member] | UNITED STATES [Member] | |||
Defined Benefit Plan Disclosure [Line Items] | |||
Fair value of plan assets | 20 | ||
Pension Plan [Member] | Other fixed income [Member] | UNITED STATES [Member] | Level 1 [Member] | |||
Defined Benefit Plan Disclosure [Line Items] | |||
Fair value of plan assets | 0 | ||
Pension Plan [Member] | Other fixed income [Member] | UNITED STATES [Member] | Level 2 [Member] | |||
Defined Benefit Plan Disclosure [Line Items] | |||
Fair value of plan assets | 20 | ||
Pension Plan [Member] | Other fixed income [Member] | UNITED STATES [Member] | Level 3 [Member] | |||
Defined Benefit Plan Disclosure [Line Items] | |||
Fair value of plan assets | 0 | ||
Pension Plan [Member] | Other fixed income [Member] | UNITED KINGDOM [Member] | |||
Defined Benefit Plan Disclosure [Line Items] | |||
Fair value of plan assets | 248 | 246 | |
Pension Plan [Member] | Other fixed income [Member] | UNITED KINGDOM [Member] | Level 1 [Member] | |||
Defined Benefit Plan Disclosure [Line Items] | |||
Fair value of plan assets | 0 | ||
Pension Plan [Member] | Other fixed income [Member] | UNITED KINGDOM [Member] | Level 2 [Member] | |||
Defined Benefit Plan Disclosure [Line Items] | |||
Fair value of plan assets | 248 | 246 | |
Pension Plan [Member] | Other fixed income [Member] | UNITED KINGDOM [Member] | Level 3 [Member] | |||
Defined Benefit Plan Disclosure [Line Items] | |||
Fair value of plan assets | 0 | ||
Pension Plan [Member] | Pooled / commingled funds [Member] | UNITED STATES [Member] | |||
Defined Benefit Plan Disclosure [Line Items] | |||
Fair value of plan assets | 1,467 | 1,922 | |
Pension Plan [Member] | Pooled / commingled funds [Member] | UNITED STATES [Member] | Level 1 [Member] | |||
Defined Benefit Plan Disclosure [Line Items] | |||
Fair value of plan assets | 0 | ||
Pension Plan [Member] | Pooled / commingled funds [Member] | UNITED STATES [Member] | Level 2 [Member] | |||
Defined Benefit Plan Disclosure [Line Items] | |||
Fair value of plan assets | 0 | ||
Pension Plan [Member] | Pooled / commingled funds [Member] | UNITED STATES [Member] | Level 3 [Member] | |||
Defined Benefit Plan Disclosure [Line Items] | |||
Fair value of plan assets | 0 | ||
Pension Plan [Member] | Pooled / commingled funds [Member] | UNITED KINGDOM [Member] | |||
Defined Benefit Plan Disclosure [Line Items] | |||
Fair value of plan assets | 934 | 2,294 | |
Pension Plan [Member] | Pooled / commingled funds [Member] | UNITED KINGDOM [Member] | Level 1 [Member] | |||
Defined Benefit Plan Disclosure [Line Items] | |||
Fair value of plan assets | 0 | ||
Pension Plan [Member] | Pooled / commingled funds [Member] | UNITED KINGDOM [Member] | Level 2 [Member] | |||
Defined Benefit Plan Disclosure [Line Items] | |||
Fair value of plan assets | 0 | ||
Pension Plan [Member] | Pooled / commingled funds [Member] | UNITED KINGDOM [Member] | Level 3 [Member] | |||
Defined Benefit Plan Disclosure [Line Items] | |||
Fair value of plan assets | 0 | ||
Pension Plan [Member] | Pooled / commingled funds [Member] | Other Foreign Plans [Member] | |||
Defined Benefit Plan Disclosure [Line Items] | |||
Fair value of plan assets | 294 | 327 | |
Pension Plan [Member] | Pooled / commingled funds [Member] | Other Foreign Plans [Member] | Level 1 [Member] | |||
Defined Benefit Plan Disclosure [Line Items] | |||
Fair value of plan assets | 0 | ||
Pension Plan [Member] | Pooled / commingled funds [Member] | Other Foreign Plans [Member] | Level 2 [Member] | |||
Defined Benefit Plan Disclosure [Line Items] | |||
Fair value of plan assets | 0 | ||
Pension Plan [Member] | Pooled / commingled funds [Member] | Other Foreign Plans [Member] | Level 3 [Member] | |||
Defined Benefit Plan Disclosure [Line Items] | |||
Fair value of plan assets | 0 | ||
Pension Plan [Member] | Mutual funds [Member] | UNITED STATES [Member] | |||
Defined Benefit Plan Disclosure [Line Items] | |||
Fair value of plan assets | 1 | ||
Pension Plan [Member] | Mutual funds [Member] | UNITED STATES [Member] | Level 1 [Member] | |||
Defined Benefit Plan Disclosure [Line Items] | |||
Fair value of plan assets | 1 | ||
Pension Plan [Member] | Mutual funds [Member] | UNITED STATES [Member] | Level 2 [Member] | |||
Defined Benefit Plan Disclosure [Line Items] | |||
Fair value of plan assets | 0 | ||
Pension Plan [Member] | Mutual funds [Member] | UNITED STATES [Member] | Level 3 [Member] | |||
Defined Benefit Plan Disclosure [Line Items] | |||
Fair value of plan assets | 0 | ||
Pension Plan [Member] | Mutual funds [Member] | UNITED KINGDOM [Member] | |||
Defined Benefit Plan Disclosure [Line Items] | |||
Fair value of plan assets | 16 | 8 | |
Pension Plan [Member] | Mutual funds [Member] | UNITED KINGDOM [Member] | Level 1 [Member] | |||
Defined Benefit Plan Disclosure [Line Items] | |||
Fair value of plan assets | 0 | ||
Pension Plan [Member] | Mutual funds [Member] | UNITED KINGDOM [Member] | Level 2 [Member] | |||
Defined Benefit Plan Disclosure [Line Items] | |||
Fair value of plan assets | 0 | ||
Pension Plan [Member] | Mutual funds [Member] | UNITED KINGDOM [Member] | Level 3 [Member] | |||
Defined Benefit Plan Disclosure [Line Items] | |||
Fair value of plan assets | 0 | ||
Pension Plan [Member] | Mutual funds [Member] | Other Foreign Plans [Member] | |||
Defined Benefit Plan Disclosure [Line Items] | |||
Fair value of plan assets | 185 | 209 | |
Pension Plan [Member] | Mutual funds [Member] | Other Foreign Plans [Member] | Level 1 [Member] | |||
Defined Benefit Plan Disclosure [Line Items] | |||
Fair value of plan assets | 0 | ||
Pension Plan [Member] | Mutual funds [Member] | Other Foreign Plans [Member] | Level 2 [Member] | |||
Defined Benefit Plan Disclosure [Line Items] | |||
Fair value of plan assets | 0 | ||
Pension Plan [Member] | Mutual funds [Member] | Other Foreign Plans [Member] | Level 3 [Member] | |||
Defined Benefit Plan Disclosure [Line Items] | |||
Fair value of plan assets | 0 | ||
Pension Plan [Member] | Private equity [Member] | UNITED STATES [Member] | |||
Defined Benefit Plan Disclosure [Line Items] | |||
Fair value of plan assets | 357 | 287 | |
Pension Plan [Member] | Private equity [Member] | UNITED STATES [Member] | Level 1 [Member] | |||
Defined Benefit Plan Disclosure [Line Items] | |||
Fair value of plan assets | 0 | ||
Pension Plan [Member] | Private equity [Member] | UNITED STATES [Member] | Level 2 [Member] | |||
Defined Benefit Plan Disclosure [Line Items] | |||
Fair value of plan assets | 0 | ||
Pension Plan [Member] | Private equity [Member] | UNITED STATES [Member] | Level 3 [Member] | |||
Defined Benefit Plan Disclosure [Line Items] | |||
Fair value of plan assets | 0 | ||
Pension Plan [Member] | Private equity [Member] | UNITED KINGDOM [Member] | |||
Defined Benefit Plan Disclosure [Line Items] | |||
Fair value of plan assets | 33 | 32 | |
Pension Plan [Member] | Private equity [Member] | UNITED KINGDOM [Member] | Level 1 [Member] | |||
Defined Benefit Plan Disclosure [Line Items] | |||
Fair value of plan assets | 0 | ||
Pension Plan [Member] | Private equity [Member] | UNITED KINGDOM [Member] | Level 2 [Member] | |||
Defined Benefit Plan Disclosure [Line Items] | |||
Fair value of plan assets | 0 | ||
Pension Plan [Member] | Private equity [Member] | UNITED KINGDOM [Member] | Level 3 [Member] | |||
Defined Benefit Plan Disclosure [Line Items] | |||
Fair value of plan assets | 0 | ||
Pension Plan [Member] | Hedge funds [Member] | UNITED STATES [Member] | |||
Defined Benefit Plan Disclosure [Line Items] | |||
Fair value of plan assets | 984 | 724 | |
Pension Plan [Member] | Hedge funds [Member] | UNITED STATES [Member] | Level 1 [Member] | |||
Defined Benefit Plan Disclosure [Line Items] | |||
Fair value of plan assets | 0 | ||
Pension Plan [Member] | Hedge funds [Member] | UNITED STATES [Member] | Level 2 [Member] | |||
Defined Benefit Plan Disclosure [Line Items] | |||
Fair value of plan assets | 0 | ||
Pension Plan [Member] | Hedge funds [Member] | UNITED STATES [Member] | Level 3 [Member] | |||
Defined Benefit Plan Disclosure [Line Items] | |||
Fair value of plan assets | 0 | ||
Pension Plan [Member] | Hedge funds [Member] | UNITED KINGDOM [Member] | |||
Defined Benefit Plan Disclosure [Line Items] | |||
Fair value of plan assets | 1,232 | 393 | |
Pension Plan [Member] | Hedge funds [Member] | UNITED KINGDOM [Member] | Level 1 [Member] | |||
Defined Benefit Plan Disclosure [Line Items] | |||
Fair value of plan assets | 0 | ||
Pension Plan [Member] | Hedge funds [Member] | UNITED KINGDOM [Member] | Level 2 [Member] | |||
Defined Benefit Plan Disclosure [Line Items] | |||
Fair value of plan assets | 0 | ||
Pension Plan [Member] | Hedge funds [Member] | UNITED KINGDOM [Member] | Level 3 [Member] | |||
Defined Benefit Plan Disclosure [Line Items] | |||
Fair value of plan assets | 0 | ||
Pension Plan [Member] | Hedge funds [Member] | Other Foreign Plans [Member] | |||
Defined Benefit Plan Disclosure [Line Items] | |||
Fair value of plan assets | 4 | 0 | |
Pension Plan [Member] | Hedge funds [Member] | Other Foreign Plans [Member] | Level 1 [Member] | |||
Defined Benefit Plan Disclosure [Line Items] | |||
Fair value of plan assets | 0 | ||
Pension Plan [Member] | Hedge funds [Member] | Other Foreign Plans [Member] | Level 2 [Member] | |||
Defined Benefit Plan Disclosure [Line Items] | |||
Fair value of plan assets | 0 | ||
Pension Plan [Member] | Hedge funds [Member] | Other Foreign Plans [Member] | Level 3 [Member] | |||
Defined Benefit Plan Disclosure [Line Items] | |||
Fair value of plan assets | 0 | ||
Pension Plan [Member] | Total Fair Value of Asset [Member] | UNITED STATES [Member] | |||
Defined Benefit Plan Disclosure [Line Items] | |||
Fair value of plan assets | 3,404 | 3,652 | |
Pension Plan [Member] | Total Fair Value of Asset [Member] | UNITED STATES [Member] | Level 1 [Member] | |||
Defined Benefit Plan Disclosure [Line Items] | |||
Fair value of plan assets | 164 | 223 | |
Pension Plan [Member] | Total Fair Value of Asset [Member] | UNITED STATES [Member] | Level 2 [Member] | |||
Defined Benefit Plan Disclosure [Line Items] | |||
Fair value of plan assets | 432 | 496 | |
Pension Plan [Member] | Total Fair Value of Asset [Member] | UNITED STATES [Member] | Level 3 [Member] | |||
Defined Benefit Plan Disclosure [Line Items] | |||
Fair value of plan assets | 0 | ||
Pension Plan [Member] | Total Fair Value of Asset [Member] | UNITED KINGDOM [Member] | |||
Defined Benefit Plan Disclosure [Line Items] | |||
Fair value of plan assets | 5,073 | 5,474 | |
Pension Plan [Member] | Total Fair Value of Asset [Member] | UNITED KINGDOM [Member] | Level 1 [Member] | |||
Defined Benefit Plan Disclosure [Line Items] | |||
Fair value of plan assets | 2,033 | 1,957 | |
Pension Plan [Member] | Total Fair Value of Asset [Member] | UNITED KINGDOM [Member] | Level 2 [Member] | |||
Defined Benefit Plan Disclosure [Line Items] | |||
Fair value of plan assets | 641 | 572 | |
Pension Plan [Member] | Total Fair Value of Asset [Member] | UNITED KINGDOM [Member] | Level 3 [Member] | |||
Defined Benefit Plan Disclosure [Line Items] | |||
Fair value of plan assets | 0 | ||
Pension Plan [Member] | Total Fair Value of Asset [Member] | Other Foreign Plans [Member] | |||
Defined Benefit Plan Disclosure [Line Items] | |||
Fair value of plan assets | 486 | 560 | |
Pension Plan [Member] | Total Fair Value of Asset [Member] | Other Foreign Plans [Member] | Level 1 [Member] | |||
Defined Benefit Plan Disclosure [Line Items] | |||
Fair value of plan assets | 1 | 5 | |
Pension Plan [Member] | Total Fair Value of Asset [Member] | Other Foreign Plans [Member] | Level 2 [Member] | |||
Defined Benefit Plan Disclosure [Line Items] | |||
Fair value of plan assets | 0 | ||
Pension Plan [Member] | Total Fair Value of Asset [Member] | Other Foreign Plans [Member] | Level 3 [Member] | |||
Defined Benefit Plan Disclosure [Line Items] | |||
Fair value of plan assets | 2 | 19 | |
Pension Plan [Member] | Derivatives [Member] | UNITED KINGDOM [Member] | |||
Defined Benefit Plan Disclosure [Line Items] | |||
Fair value of plan assets | 96 | 102 | |
Pension Plan [Member] | Derivatives [Member] | UNITED KINGDOM [Member] | Level 1 [Member] | |||
Defined Benefit Plan Disclosure [Line Items] | |||
Fair value of plan assets | 0 | ||
Pension Plan [Member] | Derivatives [Member] | UNITED KINGDOM [Member] | Level 2 [Member] | |||
Defined Benefit Plan Disclosure [Line Items] | |||
Fair value of plan assets | 96 | 102 | |
Pension Plan [Member] | Derivatives [Member] | UNITED KINGDOM [Member] | Level 3 [Member] | |||
Defined Benefit Plan Disclosure [Line Items] | |||
Fair value of plan assets | 0 | ||
Pension Plan [Member] | Real estate [Member] | UNITED KINGDOM [Member] | |||
Defined Benefit Plan Disclosure [Line Items] | |||
Fair value of plan assets | 184 | 218 | |
Pension Plan [Member] | Real estate [Member] | UNITED KINGDOM [Member] | Level 1 [Member] | |||
Defined Benefit Plan Disclosure [Line Items] | |||
Fair value of plan assets | 0 | ||
Pension Plan [Member] | Real estate [Member] | UNITED KINGDOM [Member] | Level 2 [Member] | |||
Defined Benefit Plan Disclosure [Line Items] | |||
Fair value of plan assets | 0 | ||
Pension Plan [Member] | Real estate [Member] | UNITED KINGDOM [Member] | Level 3 [Member] | |||
Defined Benefit Plan Disclosure [Line Items] | |||
Fair value of plan assets | 0 | ||
Pension Plan [Member] | Repurchase agreements [Member] | UNITED KINGDOM [Member] | |||
Defined Benefit Plan Disclosure [Line Items] | |||
Fair value of plan liabilities | 684 | 549 | |
Pension Plan [Member] | Repurchase agreements [Member] | UNITED KINGDOM [Member] | Level 1 [Member] | |||
Defined Benefit Plan Disclosure [Line Items] | |||
Fair value of plan liabilities | 0 | ||
Pension Plan [Member] | Repurchase agreements [Member] | UNITED KINGDOM [Member] | Level 2 [Member] | |||
Defined Benefit Plan Disclosure [Line Items] | |||
Fair value of plan liabilities | 684 | 549 | |
Pension Plan [Member] | Repurchase agreements [Member] | UNITED KINGDOM [Member] | Level 3 [Member] | |||
Defined Benefit Plan Disclosure [Line Items] | |||
Fair value of plan liabilities | 0 | ||
Pension Plan [Member] | Insurance contracts [Member] | Other Foreign Plans [Member] | |||
Defined Benefit Plan Disclosure [Line Items] | |||
Fair value of plan assets | 2 | 19 | |
Pension Plan [Member] | Insurance contracts [Member] | Other Foreign Plans [Member] | Level 1 [Member] | |||
Defined Benefit Plan Disclosure [Line Items] | |||
Fair value of plan assets | 0 | ||
Pension Plan [Member] | Insurance contracts [Member] | Other Foreign Plans [Member] | Level 2 [Member] | |||
Defined Benefit Plan Disclosure [Line Items] | |||
Fair value of plan assets | 0 | ||
Pension Plan [Member] | Insurance contracts [Member] | Other Foreign Plans [Member] | Level 3 [Member] | |||
Defined Benefit Plan Disclosure [Line Items] | |||
Fair value of plan assets | $ 2 | $ 19 |
Retirement Benefits - Fair Va_2
Retirement Benefits - Fair Value Reconciliation (Details) - USD ($) $ in Millions | Dec. 31, 2018 | Dec. 31, 2017 |
Compensation And Retirement Disclosure [Abstract] | ||
Net assets held in investments | $ 8,279 | $ 9,121 |
PRW plan assets | 1 | 2 |
Net (payable)/receivable for investments purchased | (1) | 2 |
Dividend and interest receivable | 1 | 3 |
Other adjustments | 12 | |
Fair value of plan assets | $ 8,292 | $ 9,128 |
Retirement Benefits - Significa
Retirement Benefits - Significant Unobservable Input Reconciliation (Details) $ in Millions | 12 Months Ended |
Dec. 31, 2018USD ($) | |
Defined Benefit Plan, Change in Fair Value of Plan Assets, Level 3 Reconciliation [Roll Forward] | |
Fair value of plan assets, beginning of year | $ 9,128 |
Fair value of plan assets, end of year | 8,292 |
Level 3 [Member] | |
Defined Benefit Plan, Change in Fair Value of Plan Assets, Level 3 Reconciliation [Roll Forward] | |
Fair value of plan assets, beginning of year | 19 |
Plan termination | (17) |
Fair value of plan assets, end of year | $ 2 |
Retirement Benefits - Projected
Retirement Benefits - Projected Benefit Obligation (Details) - Pension Plan [Member] - USD ($) $ in Millions | 12 Months Ended | |
Dec. 31, 2018 | Dec. 31, 2017 | |
UNITED STATES [Member] | ||
Defined Benefit Plan Disclosure [Line Items] | ||
Employer contributions | $ 88 | $ 101 |
UNITED STATES [Member] | Qualified Plan [Member] | ||
Defined Benefit Plan Disclosure [Line Items] | ||
Expected future employer contributions, next fiscal year | 60 | |
Employer contributions | 50 | 50 |
UNITED KINGDOM [Member] | ||
Defined Benefit Plan Disclosure [Line Items] | ||
Employer contributions | 85 | 66 |
UNITED KINGDOM [Member] | Qualified Plan [Member] | ||
Defined Benefit Plan Disclosure [Line Items] | ||
Expected future employer contributions, next fiscal year | 75 | |
Employer contributions | 84 | 65 |
Other Foreign Plans [Member] | ||
Defined Benefit Plan Disclosure [Line Items] | ||
Employer contributions | 22 | 34 |
Other Foreign Plans [Member] | Qualified Plan [Member] | ||
Defined Benefit Plan Disclosure [Line Items] | ||
Expected future employer contributions, next fiscal year | 23 | |
Employer contributions | $ 14 | $ 13 |
Retirement Benefits - Expected
Retirement Benefits - Expected Benefit Payments (Details) $ in Millions | Dec. 31, 2018USD ($) |
Defined Benefit Plan Disclosure [Line Items] | |
2,019 | $ 413 |
2,020 | 392 |
2,021 | 415 |
2,022 | 428 |
2,023 | 445 |
Years 2024 – 2028 | 2,390 |
Expected future benefit payments, total | 4,483 |
Pension Plan [Member] | UNITED STATES [Member] | |
Defined Benefit Plan Disclosure [Line Items] | |
2,019 | 263 |
2,020 | 250 |
2,021 | 263 |
2,022 | 272 |
2,023 | 280 |
Years 2024 – 2028 | 1,435 |
Expected future benefit payments, total | 2,763 |
Pension Plan [Member] | UNITED KINGDOM [Member] | |
Defined Benefit Plan Disclosure [Line Items] | |
2,019 | 109 |
2,020 | 107 |
2,021 | 116 |
2,022 | 119 |
2,023 | 127 |
Years 2024 – 2028 | 735 |
Expected future benefit payments, total | 1,313 |
Pension Plan [Member] | Other Foreign Plans [Member] | |
Defined Benefit Plan Disclosure [Line Items] | |
2,019 | 28 |
2,020 | 25 |
2,021 | 25 |
2,022 | 26 |
2,023 | 27 |
Years 2024 – 2028 | 160 |
Expected future benefit payments, total | 291 |
PRW [Member] | |
Defined Benefit Plan Disclosure [Line Items] | |
2,019 | 13 |
2,020 | 10 |
2,021 | 11 |
2,022 | 11 |
2,023 | 11 |
Years 2024 – 2028 | 60 |
Expected future benefit payments, total | $ 116 |
Commitments and Contingencies -
Commitments and Contingencies - Narrative (Details) | Jun. 05, 2018USD ($) | Sep. 12, 2016USD ($)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 ($)plaintifflawsuit | Feb. 08, 2013USD ($)plaintiff | Mar. 11, 2011USD ($)plaintiff | Sep. 16, 2010USD ($)plaintiff | Sep. 14, 2009USD ($)plaintiff | Aug. 06, 2009USD ($) | Jul. 02, 2009USD ($) | Apr. 30, 2018USD ($) | Mar. 31, 2016USD ($) | Dec. 31, 2015USD ($) | Dec. 31, 2018USD ($) | Dec. 31, 2017USD ($) | Dec. 31, 2016USD ($) | Jul. 01, 2017USD ($) | May 08, 2017USD ($) | Mar. 01, 2017USD ($) | Mar. 25, 2014action |
Loss Contingencies [Line Items] | ||||||||||||||||||||||||||||||
Rent expense, exclusive of sublease income | $ 295,000,000 | $ 302,000,000 | $ 302,000,000 | |||||||||||||||||||||||||||
Sublease income | 15,000,000 | 21,000,000 | 17,000,000 | |||||||||||||||||||||||||||
Capital lease obligations | 43,000,000 | 48,000,000 | ||||||||||||||||||||||||||||
Operating leases | 1,351,000,000 | |||||||||||||||||||||||||||||
Business combination, deferred and contingent consideration | 83,000,000 | |||||||||||||||||||||||||||||
Payments for deferred contingent consideration, financing activities | 50,000,000 | 65,000,000 | $ 67,000,000 | |||||||||||||||||||||||||||
Amount payable from option | 33,000,000 | |||||||||||||||||||||||||||||
Settled Litigation [Member] | Troice, et al. v. Willis of Colorado, Inc., et al. [Member] | ||||||||||||||||||||||||||||||
Loss Contingencies [Line Items] | ||||||||||||||||||||||||||||||
Damages sought (in excess of) | $ 1,000,000,000 | |||||||||||||||||||||||||||||
Number of actions consolidated | action | 2 | |||||||||||||||||||||||||||||
Settled Litigation [Member] | Janvey, et al. v. Willis of Colorado, Inc., et al. [Member] | ||||||||||||||||||||||||||||||
Loss Contingencies [Line Items] | ||||||||||||||||||||||||||||||
Damages sought (in excess of) | $ 1,000,000,000 | |||||||||||||||||||||||||||||
Total losses incurred by plaintiff | $ 4,600,000,000 | |||||||||||||||||||||||||||||
Settled Litigation [Member] | Stanford Financial Group [Member] | ||||||||||||||||||||||||||||||
Loss Contingencies [Line Items] | ||||||||||||||||||||||||||||||
Provision for litigation losses | $ 50,000,000 | $ 70,000,000 | ||||||||||||||||||||||||||||
Litigation settlement amount | $ 120,000,000 | $ 120,000,000 | ||||||||||||||||||||||||||||
Settled Litigation [Member] | City of Houston [Member] | ||||||||||||||||||||||||||||||
Loss Contingencies [Line Items] | ||||||||||||||||||||||||||||||
Litigation settlement amount | $ 40,000,000 | |||||||||||||||||||||||||||||
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 | |||||||||||||||||||||||||||||
Settled Litigation [Member] | Elma Sanchez, et al. [Member] | ||||||||||||||||||||||||||||||
Loss Contingencies [Line Items] | ||||||||||||||||||||||||||||||
Number of plaintiffs | plaintiff | 3 | 3 | ||||||||||||||||||||||||||||
Litigation settlement amount | $ 9,750,000 | |||||||||||||||||||||||||||||
Premium rate increase | 85.00% | |||||||||||||||||||||||||||||
Litigation settlement amount payable | $ 9,750,000 | |||||||||||||||||||||||||||||
Pending Litigation [Member] | Canabal, et al. v. Willis of Colorado, Inc., et al. [Member] | ||||||||||||||||||||||||||||||
Loss Contingencies [Line Items] | ||||||||||||||||||||||||||||||
Damages sought (in excess of) | $ 1,000,000,000 | |||||||||||||||||||||||||||||
Pending Litigation [Member] | Rupert, et al. v. Winter, et al. [Member] | ||||||||||||||||||||||||||||||
Loss Contingencies [Line Items] | ||||||||||||||||||||||||||||||
Damages sought (in excess of) | $ 300,000,000 | |||||||||||||||||||||||||||||
Number of plaintiffs | plaintiff | 97 | |||||||||||||||||||||||||||||
Pending Litigation [Member] | Casanova, et al. v. Willis of Colorado, Inc., et al. [Member] | ||||||||||||||||||||||||||||||
Loss Contingencies [Line Items] | ||||||||||||||||||||||||||||||
Damages sought (in excess of) | $ 5,000,000 | |||||||||||||||||||||||||||||
Number of plaintiffs | plaintiff | 7 | |||||||||||||||||||||||||||||
Pending Litigation [Member] | Rishmague, et ano. v. Winter, et al. [Member] | ||||||||||||||||||||||||||||||
Loss Contingencies [Line Items] | ||||||||||||||||||||||||||||||
Damages sought (in excess of) | $ 37,000,000 | |||||||||||||||||||||||||||||
Number of plaintiffs | plaintiff | 2 | |||||||||||||||||||||||||||||
Pending Litigation [Member] | MacArthur v. Winter, et al. [Member] | ||||||||||||||||||||||||||||||
Loss Contingencies [Line Items] | ||||||||||||||||||||||||||||||
Damages sought (in excess of) | $ 4,000,000 | |||||||||||||||||||||||||||||
Number of plaintiffs | plaintiff | 2 | |||||||||||||||||||||||||||||
Pending Litigation [Member] | Stanford Financial Group, Florida Suits [Member] | ||||||||||||||||||||||||||||||
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 | |||||||||||||||||||||||||||||
Claims stayed, period | 7 days | |||||||||||||||||||||||||||||
Pending Litigation [Member] | Barbar, et al. v. Willis Group Holdings Public Limited Company, et al. [Member] | ||||||||||||||||||||||||||||||
Loss Contingencies [Line Items] | ||||||||||||||||||||||||||||||
Damages sought (in excess of) | $ 30,000,000 | |||||||||||||||||||||||||||||
Number of plaintiffs | plaintiff | 35 | |||||||||||||||||||||||||||||
Pending Litigation [Member] | de Gadala-Maria, et al. v. Willis Group Holdings Public Limited Company, et al. [Member] | ||||||||||||||||||||||||||||||
Loss Contingencies [Line Items] | ||||||||||||||||||||||||||||||
Damages sought (in excess of) | $ 83,500,000 | |||||||||||||||||||||||||||||
Number of plaintiffs | plaintiff | 64 | |||||||||||||||||||||||||||||
Period to replead dismissed claim | 21 days | |||||||||||||||||||||||||||||
Pending Litigation [Member] | Ranni, et ano. v. Willis Group Holdings Public Limited Company, et al. [Member] | ||||||||||||||||||||||||||||||
Loss Contingencies [Line Items] | ||||||||||||||||||||||||||||||
Damages sought (in excess of) | $ 3,000,000 | |||||||||||||||||||||||||||||
Number of plaintiffs | plaintiff | 2 | |||||||||||||||||||||||||||||
Pending Litigation [Member] | Tisminesky, et al. v. Willis Group Holdings Public Limited Company, et al. [Member] | ||||||||||||||||||||||||||||||
Loss Contingencies [Line Items] | ||||||||||||||||||||||||||||||
Damages sought (in excess of) | $ 6,500,000 | |||||||||||||||||||||||||||||
Number of plaintiffs | plaintiff | 11 | |||||||||||||||||||||||||||||
Period to replead dismissed claim | 21 days | |||||||||||||||||||||||||||||
Pending Litigation [Member] | Zacarias, et al. v. Willis Group Holdings Public Limited Company, et al. [Member] | ||||||||||||||||||||||||||||||
Loss Contingencies [Line Items] | ||||||||||||||||||||||||||||||
Damages sought (in excess of) | $ 12,500,000 | |||||||||||||||||||||||||||||
Number of plaintiffs | plaintiff | 10 | |||||||||||||||||||||||||||||
Period to replead dismissed claim | 21 days | |||||||||||||||||||||||||||||
Pending Litigation [Member] | Martin v. Willis of Colorado, Inc., et. al. [Member] | ||||||||||||||||||||||||||||||
Loss Contingencies [Line Items] | ||||||||||||||||||||||||||||||
Damages sought (in excess of) | $ 1,000,000 | $ 100,000 | ||||||||||||||||||||||||||||
Number of plaintiffs | plaintiff | 5 | 1 | ||||||||||||||||||||||||||||
Pending Litigation [Member] | Abel, et al. v. Willis of Colorado, Inc., et al [Member] | ||||||||||||||||||||||||||||||
Loss Contingencies [Line Items] | ||||||||||||||||||||||||||||||
Damages sought (in excess of) | $ 135,000,000 | |||||||||||||||||||||||||||||
Number of plaintiffs | plaintiff | 300 | |||||||||||||||||||||||||||||
Trident V Parallel Fund [Member] | ||||||||||||||||||||||||||||||
Loss Contingencies [Line Items] | ||||||||||||||||||||||||||||||
Capital contribution | 2,000,000 | |||||||||||||||||||||||||||||
Alston, Gayler and Miller Insurance Services LLP [Member] | ||||||||||||||||||||||||||||||
Loss Contingencies [Line Items] | ||||||||||||||||||||||||||||||
Business combination, contingent consideration, liability | 73,000,000 | |||||||||||||||||||||||||||||
Property Lease Guarantee [Member] | ||||||||||||||||||||||||||||||
Loss Contingencies [Line Items] | ||||||||||||||||||||||||||||||
Capital lease obligations | 7,000,000 | 8,000,000 | ||||||||||||||||||||||||||||
Operating leases | $ 570,000,000 | $ 669,000,000 |
Commitments and Contingencies_2
Commitments and Contingencies - Future Minimum Rental Commitments Under all Non-Cancellable Operating Lease Agreements (Details) $ in Millions | Dec. 31, 2018USD ($) |
Commitments And Contingencies Disclosure [Abstract] | |
Gross rental commitments due 2019 | $ 197 |
Gross rental commitments due 2020 | 180 |
Gross rental commitments due 2021 | 159 |
Gross rental commitments due 2022 | 142 |
Gross rental commitments due 2023 | 131 |
Thereafter | 542 |
Gross rental commitments due | 1,351 |
Rentals from subleases due 2019 | (11) |
Rentals from subleases due 2020 | (11) |
Rentals from subleases due 2021 | (8) |
Rentals from subleases due 2022 | (2) |
Rentals from subleases due 2023 | (2) |
Rentals from subleases due Thereafter | (8) |
Rentals from subleases due | (42) |
Net rental commitments due 2019 | 186 |
Net rental commitments due 2020 | 169 |
Net rental commitments due 2021 | 151 |
Net rental commitments due 2022 | 140 |
Net rental commitments due 2023 | 129 |
Net rental commitments due Thereafter | 534 |
Net rental commitments due | $ 1,309 |
Supplementary Information for_3
Supplementary Information for Certain Balance Sheet Accounts - Prepaid and Other Current Assets (Details) - USD ($) $ in Millions | Dec. 31, 2018 | Dec. 31, 2017 |
Organization Consolidation And Presentation Of Financial Statements [Abstract] | ||
Prepayments and accrued income | $ 136 | $ 132 |
Deferred contract costs | 102 | |
Derivatives and investments | 25 | 29 |
Deferred compensation plan assets | 18 | 21 |
Retention incentives | 5 | 7 |
Corporate income and other taxes | 61 | 170 |
Other current assets | 57 | 71 |
Total prepaid and other current assets | $ 404 | $ 430 |
Supplementary Information for_4
Supplementary Information for Certain Balance Sheet Accounts - Other non - Current Assets (Details) - USD ($) $ in Millions | Dec. 31, 2018 | Jan. 01, 2018 | Dec. 31, 2017 |
Organization Consolidation And Presentation Of Financial Statements [Abstract] | |||
Prepayments and accrued income | $ 14 | $ 18 | |
Deferred contract costs | 46 | ||
Deferred compensation plan assets | 125 | 135 | |
Deferred tax assets | 59 | 46 | |
Accounts receivable, net | 20 | $ 33 | 33 |
Other investments | 7 | 26 | |
Other non-current assets | 196 | 189 | |
Total other non-current assets | $ 467 | $ 447 |
Supplementary Information for_5
Supplementary Information for Certain Balance Sheet Accounts - Deferred Revenue and Accrued Expenses (Details) - USD ($) $ in Millions | Dec. 31, 2018 | Dec. 31, 2017 |
Organization Consolidation And Presentation Of Financial Statements [Abstract] | ||
Accounts payable, accrued liabilities and deferred income | $ 691 | $ 772 |
Discretionary compensation | 321 | 313 |
Accrued compensation | 437 | 439 |
Accrued vacation | 111 | 93 |
Other employee-related liabilities | 87 | 94 |
Total deferred revenue and accrued expenses | $ 1,647 | $ 1,711 |
Supplementary Information for_6
Supplementary Information for Certain Balance Sheet Accounts - Other Current Liabilities (Details) - USD ($) $ in Millions | Dec. 31, 2018 | Dec. 31, 2017 |
Organization Consolidation And Presentation Of Financial Statements [Abstract] | ||
Accounts payable | $ 163 | $ 136 |
Income and other taxes payable | 129 | 90 |
Contingent and deferred consideration on acquisitions | 61 | 55 |
Payroll-related liabilities | 210 | 209 |
Derivatives | 13 | 32 |
Third party commissions | 169 | 172 |
Other current liabilities | 119 | 110 |
Total other current liabilities | $ 864 | $ 804 |
Supplementary Information for_7
Supplementary Information for Certain Balance Sheet Accounts - Provision For Liabilities (Details) - USD ($) $ in Millions | Dec. 31, 2018 | Dec. 31, 2017 |
Organization Consolidation And Presentation Of Financial Statements [Abstract] | ||
Claims, lawsuits and other proceedings | $ 455 | $ 474 |
Other provisions | 85 | 84 |
Total provision for liabilities | $ 540 | $ 558 |
Supplementary Information for_8
Supplementary Information for Certain Balance Sheet Accounts - Other Non-current Liabilities (Details) - USD ($) $ in Millions | Dec. 31, 2018 | Dec. 31, 2017 |
Organization Consolidation And Presentation Of Financial Statements [Abstract] | ||
Incentives from lessors | $ 120 | $ 138 |
Deferred compensation plan liability | 125 | 135 |
Contingent and deferred consideration on acquisitions | 22 | 41 |
Liabilities for uncertain tax positions | 46 | 60 |
Lease-related liabilities | 29 | 28 |
Other non-current liabilities | 87 | 142 |
Total other non-current liabilities | $ 429 | $ 544 |
Other Income, Net (Details)
Other Income, Net (Details) - USD ($) $ in Millions | 12 Months Ended | |||
Dec. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2016 | ||
Other Income And Expenses [Abstract] | ||||
(Loss)/gain on disposal of operations | $ (9) | $ 13 | $ 2 | |
Net periodic pension and postretirement benefit credits | [1] | 280 | 222 | 203 |
Interest in earnings of associates | [2] | 3 | 3 | 2 |
Impact of Venezuelan currency devaluation | (2) | |||
Foreign exchange loss | (24) | (72) | (29) | |
Other income, net | $ 250 | $ 164 | $ 178 | |
[1] | As a result of the retrospective adoption of ASU 2017-07 within the consolidated statements of comprehensive income, the service-cost component of net periodic benefit (income)/cost remained within salaries and benefits expense, while the remainder of the components are now included within other income, net. See Note 2 — Basis of Presentation, Significant Accounting Policies and Recent Accounting Pronouncements for further details. | |||
[2] | Beginning in 2018, the Company retrospectively reclassified the pre-tax effect of its interest in earnings of associates from its own line item to other income, net within its consolidated statements of comprehensive income |
Accumulated Other Comprehensi_3
Accumulated Other Comprehensive Loss - Components of Other Comprehensive (Loss) Income (Details) - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2016 | |
Accumulated Other Comprehensive Income (Loss) [Line Items] | |||
Other comprehensive (loss)/income, before tax | $ (504) | $ 388 | $ (993) |
Other comprehensive (loss)/income, tax | 56 | (4) | 126 |
Other comprehensive (loss)/income, net of tax, before non-controlling interests | (448) | 384 | (867) |
Foreign currency translation [Member] | |||
Accumulated Other Comprehensive Income (Loss) [Line Items] | |||
Other comprehensive (loss)/income, before tax | (251) | 295 | (353) |
Other comprehensive (loss)/income, tax | 0 | 0 | 0 |
Other comprehensive (loss)/income, net of tax, before non-controlling interests | (251) | 295 | (353) |
Defined pension and post-retirement benefits [Member] | |||
Accumulated Other Comprehensive Income (Loss) [Line Items] | |||
Other comprehensive (loss)/income, before tax | (258) | 3 | (553) |
Other comprehensive (loss)/income, tax | 59 | 11 | 114 |
Other comprehensive (loss)/income, net of tax, before non-controlling interests | (199) | 14 | (439) |
Derivative instruments [Member] | |||
Accumulated Other Comprehensive Income (Loss) [Line Items] | |||
Other comprehensive (loss)/income, before tax | 5 | 90 | (87) |
Other comprehensive (loss)/income, tax | (3) | (15) | 12 |
Other comprehensive (loss)/income, net of tax, before non-controlling interests | 2 | 75 | (75) |
AOCI Attributable to Noncontrolling Interest [Member] | |||
Accumulated Other Comprehensive Income (Loss) [Line Items] | |||
Other comprehensive (loss)/income, before tax | 0 | (13) | 20 |
Other comprehensive (loss)/income, tax | 0 | 0 | 0 |
Other comprehensive (loss)/income, net of tax, before non-controlling interests | 0 | (13) | 20 |
AOCI Attributable to Parent [Member] | |||
Accumulated Other Comprehensive Income (Loss) [Line Items] | |||
Other comprehensive (loss)/income, before tax | (504) | 375 | (973) |
Other comprehensive (loss)/income, tax | 56 | (4) | 126 |
Other comprehensive (loss)/income, net of tax, before non-controlling interests | $ (448) | $ 371 | $ (847) |
Accumulated Other Comprehensi_4
Accumulated Other Comprehensive Loss - Schedule of Accumulated Other Comprehensive Income (Loss) (Details) - USD ($) $ in Millions | 12 Months Ended | ||||
Dec. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2016 | |||
AOCI Attributable to Parent, Net of Tax [Roll Forward] | |||||
Equity, beginning balance | $ 10,249 | [1] | $ 10,183 | $ 2,360 | |
Other comprehensive (loss)/income before reclassifications | (514) | 287 | (929) | ||
Amounts reclassified from accumulated other comprehensive income/(loss) (net of income tax) | 66 | 84 | 82 | ||
Net other comprehensive income/(loss) | (448) | 371 | (847) | ||
Equity, ending balance | 9,971 | [1] | 10,249 | [1] | 10,183 |
Reclassification from AOCI, Current Period, Tax | 17 | 18 | 5 | ||
Foreign currency translation [Member] | |||||
AOCI Attributable to Parent, Net of Tax [Roll Forward] | |||||
Equity, beginning balance | (365) | (650) | (314) | ||
Other comprehensive (loss)/income before reclassifications | (251) | 285 | (336) | ||
Amounts reclassified from accumulated other comprehensive income/(loss) (net of income tax) | 0 | 0 | 0 | ||
Net other comprehensive income/(loss) | (251) | 285 | (336) | ||
Equity, ending balance | (616) | (365) | (650) | ||
Gains and losses on cash flow hedges [Member] | |||||
AOCI Attributable to Parent, Net of Tax [Roll Forward] | |||||
Equity, beginning balance | (10) | (82) | (10) | ||
Other comprehensive (loss)/income before reclassifications | (22) | 28 | (110) | ||
Amounts reclassified from accumulated other comprehensive income/(loss) (net of income tax) | 24 | 44 | 38 | ||
Net other comprehensive income/(loss) | 2 | 72 | (72) | ||
Equity, ending balance | (8) | (10) | (82) | ||
Defined pension and post-retirement benefit costs [Member] | |||||
AOCI Attributable to Parent, Net of Tax [Roll Forward] | |||||
Equity, beginning balance | (1,138) | (1,152) | (713) | ||
Other comprehensive (loss)/income before reclassifications | (241) | (26) | (483) | ||
Amounts reclassified from accumulated other comprehensive income/(loss) (net of income tax) | 42 | 40 | 44 | ||
Net other comprehensive income/(loss) | (199) | 14 | (439) | ||
Equity, ending balance | (1,337) | (1,138) | (1,152) | ||
AOCL [Member] | |||||
AOCI Attributable to Parent, Net of Tax [Roll Forward] | |||||
Equity, beginning balance | (1,513) | (1,884) | (1,037) | ||
Equity, ending balance | $ (1,961) | $ (1,513) | $ (1,884) | ||
[1] | Equity includes (a) Ordinary shares $0.000304635 nominal value; Authorized 1,510,003,775; Issued 128,921,530 (2018) and 132,139,581 (2017); Outstanding 128,921,530 (2018) and 132,139,581 (2017); (b) Ordinary shares, €1 nominal value; Authorized and Issued 40,000 shares in 2018 and 2017; and (c) Preference shares, $0.000115 nominal value; Authorized 1,000,000,000 and Issued none in 2018 and 2017. |
Share-Based Compensation - Narr
Share-Based Compensation - Narrative (Details) $ / shares in Units, $ in Millions | 12 Months Ended | |||
Dec. 31, 2018USD ($)Age$ / sharesshares | Dec. 31, 2017USD ($)$ / sharesshares | Dec. 31, 2016USD ($)$ / sharesshares | Jan. 31, 2016USD ($) | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Share-based compensation | $ 50 | $ 67 | $ 123 | |
Tax benefit from compensation expense | 10 | 22 | 35 | |
Cash received from exercise of stock options | 45 | 61 | 63 | |
Employee Services Share Based Compensation, Tax Benefit Realized From Vesting Of RSUs | $ 12 | $ 19 | $ 25 | |
Stock Options | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Options granted | shares | 0 | |||
Time-based stock options | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Options granted | shares | 0 | |||
Options, grants in period, weighted average grant date fair value (in dollars per share) | $ / shares | $ 27.69 | $ 16.88 | ||
Options, exercises in period, intrinsic value | $ 12 | $ 19 | $ 25 | |
Compensation cost not yet recognized | $ 1 | |||
Time-based stock options | Maximum [Member] | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Compensation cost not yet recognized, period for recognition | 1 year | |||
Performance-based stock options | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Options granted | shares | 0 | |||
Options, exercises in period, intrinsic value | $ 8 | 10 | 9 | |
Compensation cost not yet recognized | 0 | |||
Employee Service Share-based Compensation, Tax Benefit from Exercise of Stock Options | 4 | $ 7 | $ 6 | |
Restricted Stock Units | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Compensation cost not yet recognized | $ 2 | |||
Compensation cost not yet recognized, period for recognition | 1 year 4 months 24 days | |||
Vested (shares) | shares | 164,728 | 178,574 | 459,838 | |
Vested, Weighted Average Grant Date Fair Value (in dollars per share) | $ / shares | $ 156.14 | $ 150.81 | $ 120.42 | |
Granted units | shares | 51,000 | |||
Grant date fair value,per share | $ / shares | $ 141.19 | $ 122.27 | ||
Performance-Based Stock Units | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Compensation cost not yet recognized | $ 12 | |||
Compensation cost not yet recognized, period for recognition | 1 year 10 months 24 days | |||
Vested (shares) | shares | 249,901 | 318,714 | 258,536 | |
Vested, Weighted Average Grant Date Fair Value (in dollars per share) | $ / shares | $ 154.99 | $ 140.32 | $ 119.75 | |
Granted units | shares | 141,000 | |||
Grant date fair value,per share | $ / shares | $ 91.02 | $ 90.61 | ||
Phantom RSUs | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Compensation cost not yet recognized | $ 18 | |||
Granted units | shares | 268,956 | |||
Grant date fair value,per share | $ / shares | $ 83.57 | |||
Share-based compensation, expected term | 3 years | |||
Liability recognized | $ 5 | |||
2012 Equity Incentive Plan | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Number of shares available for grant | shares | 7,000,000 | |||
Expiration period | 10 years | |||
Towers Watson & Co. 2009 Long Term Incentive Plan | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Share-based compensation | $ 3 | $ 11 | $ 31 | |
Qualified retirement age | Age | 55 | |||
Qualified years of service | 15 | |||
Towers Watson & Co. 2009 Long Term Incentive Plan | Minimum [Member] | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Qualified years of service in the performance period | 1 | |||
Towers Watson & Co. 2009 Long Term Incentive Plan | Restricted Stock Units (RSU) and Options | Pre-acquisition | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Fair value of the outstanding units | $ 37 | |||
Towers Watson & Co. 2009 Long Term Incentive Plan | Restricted Stock Units (RSU) and Options | Post-acquisition | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Fair value of the outstanding units | $ 45 |
Share-Based Compensation - Assu
Share-Based Compensation - Assumptions (Details) | 12 Months Ended | ||
Dec. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2016 | |
Stock Options | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Expected volatility | 19.80% | 21.00% | |
Expected dividends | 1.40% | 1.50% | |
Expected life (years) | 4 years 2 months 12 days | 2 years 8 months 12 days | |
Risk-free interest rate | 1.60% | 0.70% | |
Restricted Stock Units | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Expected volatility | 17.90% | 20.20% | 20.30% |
Expected life (years) | 2 years 6 months | 2 years 4 months 24 days | 2 years 7 months 6 days |
Risk-free interest rate | 2.60% | 1.40% | 0.80% |
Share-Based Compensation - Opti
Share-Based Compensation - Options Activity (Details) $ / shares in Units, shares in Thousands, $ in Millions | 12 Months Ended | |
Dec. 31, 2018USD ($)$ / sharesshares | ||
Time-based stock options | ||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Outstanding [Roll Forward] | ||
Balance as of beginning of period, Outstanding (in shares) | shares | 754 | |
Granted, Outstanding (in shares) | shares | 0 | |
Exercised, Outstanding (in shares) | shares | 294 | |
Expired, Outstanding (in shares) | shares | 11 | |
Balance as of end of period, Outstanding (in shares) | shares | 449 | |
Options vested or expected to vest at end of period, Outstanding (in shares) | shares | 445 | |
Options exercisable at end of period, Outstanding (in shares) | shares | 329 | |
Share-based Compensation Arrangement by Share-based Payment Award, Options, Outstanding, Weighted Average Exercise Price [Abstract] | ||
Balance as of beginning of period, Weighted Average Exercise Price (in dollars per share) | $ 103.85 | [1] |
Granted, Weighted Average Exercise Price (in dollars per share) | 0 | [1] |
Exercised, Weighted Average Exercise Price (in dollars per share) | 107.96 | [1] |
Balance as of end of period, Weighted Average Exercise Price (in dollars per share) | 101.21 | [1] |
Options vested or expected to vest at end of period, Weighted Average Exercise Price (in dollars per share) | 100.97 | [1] |
Options exercisable at end of period, Weighted Average Exercise Price (in dollars per share) | 99.48 | [1] |
Expired, Weighted Average Exercise Price (in dollars per share) | 102.19 | [1] |
Granted, Weighted Average Exercise Price (in dollars per share) | $ 0 | [1] |
End of period, Weighted Average Remaining Contractual Term | 3 years | |
Options vested or expected to vest at end of period, Weighted Average Remaining Contractual Term | 3 years | |
Options exercisable at end of period, Weighted Average Remaining Contractual Term | 3 years | |
End of period, Aggregate Intrinsic Value | $ | $ 23 | |
Options vested or expected to vest at end of period, Aggregate Intrinsic Value | $ | 23 | |
Options exercisable at end of period, Aggregate Intrinsic Value | $ | $ 17 | |
Performance-based stock options | ||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Outstanding [Roll Forward] | ||
Balance as of beginning of period, Outstanding (in shares) | shares | 680 | |
Granted, Outstanding (in shares) | shares | 0 | |
Exercised, Outstanding (in shares) | shares | 138 | |
Balance as of end of period, Outstanding (in shares) | shares | 542 | |
Options vested or expected to vest at end of period, Outstanding (in shares) | shares | 542 | |
Options exercisable at end of period, Outstanding (in shares) | shares | 542 | |
Forfeited, Outstanding (in shares) | shares | 0 | |
Share-based Compensation Arrangement by Share-based Payment Award, Options, Outstanding, Weighted Average Exercise Price [Abstract] | ||
Balance as of beginning of period, Weighted Average Exercise Price (in dollars per share) | $ 106.42 | [1] |
Granted, Weighted Average Exercise Price (in dollars per share) | 0 | [1] |
Exercised, Weighted Average Exercise Price (in dollars per share) | 96.02 | [1] |
Balance as of end of period, Weighted Average Exercise Price (in dollars per share) | 110.55 | [1] |
Options vested or expected to vest at end of period, Weighted Average Exercise Price (in dollars per share) | 110.55 | [1] |
Options exercisable at end of period, Weighted Average Exercise Price (in dollars per share) | 110.55 | [1] |
Forfeited, Weighted Average Exercise Price (in dollars per share) | 0 | [1] |
Granted, Weighted Average Exercise Price (in dollars per share) | $ 0 | [1] |
End of period, Weighted Average Remaining Contractual Term | 3 years | |
Options vested or expected to vest at end of period, Weighted Average Remaining Contractual Term | 3 years | |
Options exercisable at end of period, Weighted Average Remaining Contractual Term | 3 years | |
End of period, Aggregate Intrinsic Value | $ | $ 22 | |
Options vested or expected to vest at end of period, Aggregate Intrinsic Value | $ | 22 | |
Options exercisable at end of period, Aggregate Intrinsic Value | $ | $ 22 | |
[1] | Certain options are exercisable in Pounds sterling and are converted to dollars using the exchange rate at December 31, 2018. |
Share-Based Compensation - Nonv
Share-Based Compensation - Nonvested Restricted Stock Units and Performance Based Stock Units Activity (Details) - $ / shares | 12 Months Ended | ||
Dec. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2016 | |
Restricted Stock Units | |||
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Nonvested, Number of Shares [Roll Forward] | |||
Balance (shares) | 143,000 | ||
Granted (shares) | 51,000 | ||
Vested (shares) | 164,728 | 178,574 | 459,838 |
Forfeited (shares) | 10,000 | ||
Balance (shares) | 19,000 | 143,000 | |
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Nonvested, Weighted Average Grant Date Fair Value [Abstract] | |||
Balance, Weighted Average Grant Date Fair Value (in dollars per share) | $ 122.27 | ||
Granted, Weighted Average Grant Date Fair Value (in dollars per share) | 153.58 | ||
Vested, Weighted Average Grant Date Fair Value (in dollars per share) | 122.61 | ||
Forfeited, Weighted Average Grant Date Fair Value (in dollars per share) | 117.09 | ||
Balance, Weighted Average Grant Date Fair Value (in dollars per share) | $ 141.19 | $ 122.27 | |
Performance-Based Stock Units | |||
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Nonvested, Number of Shares [Roll Forward] | |||
Balance (shares) | 881,000 | 1,200,000 | |
Granted (shares) | 141,000 | ||
Vested (shares) | 249,901 | 318,714 | 258,536 |
Forfeited (shares) | 14,000 | ||
Balance (shares) | 758,000 | 881,000 | 1,200,000 |
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Nonvested, Weighted Average Grant Date Fair Value [Abstract] | |||
Balance, Weighted Average Grant Date Fair Value (in dollars per share) | $ 90.61 | ||
Granted, Weighted Average Grant Date Fair Value (in dollars per share) | 204.13 | ||
Vested, Weighted Average Grant Date Fair Value (in dollars per share) | 125.75 | ||
Forfeited, Weighted Average Grant Date Fair Value (in dollars per share) | 118.94 | ||
Balance, Weighted Average Grant Date Fair Value (in dollars per share) | $ 91.02 | $ 90.61 |
Earnings Per Share - Narrative
Earnings Per Share - Narrative (Details) - shares shares in Thousands | 12 Months Ended | ||
Dec. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2016 | |
Stock Options | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Antidilutive securities excluded from computation of earnings per share | 0 | 0 | 500 |
Restricted share units [Member] | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Antidilutive securities excluded from computation of earnings per share | 200 | 0 | 0 |
Time-based award [Member] | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Stock options outstanding | 400 | 800 | 1,200 |
Restricted share units outstanding | 100 | 400 | |
Phantom Share Units (PSUs) [Member] | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Restricted share units outstanding | 300 | 0 | 0 |
Performance-Based Stock Units | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Stock options outstanding | 500 | 700 | 900 |
Restricted share units outstanding | 758 | 881 | 1,200 |
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 | 12 Months Ended | |||||||||
Dec. 31, 2018 | Sep. 30, 2018 | Jun. 30, 2018 | Mar. 31, 2018 | Dec. 31, 2017 | Sep. 30, 2017 | Jun. 30, 2017 | Mar. 31, 2017 | Dec. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2016 | |
Earnings Per Share [Abstract] | |||||||||||
Net income attributable to Willis Towers Watson | $ 378 | $ 44 | $ 58 | $ 215 | $ 245 | $ (54) | $ 33 | $ 344 | $ 695 | $ 568 | $ 420 |
Basic weighted-average number of shares outstanding | 131 | 135 | 137 | ||||||||
Dilutive effect of potentially issuable shares | 1 | 1 | 1 | ||||||||
Diluted weighted-average number of shares outstanding | 132 | 136 | 138 | ||||||||
Basic earnings per share | $ 2.91 | $ 0.34 | $ 0.44 | $ 1.62 | $ 1.85 | $ (0.40) | $ 0.24 | $ 2.51 | $ 5.29 | $ 4.21 | $ 3.07 |
Dilutive effect of potentially issuable shares | (0.02) | (0.03) | (0.03) | ||||||||
Diluted earnings per share | $ 2.89 | $ 0.33 | $ 0.44 | $ 1.61 | $ 1.84 | $ (0.40) | $ 0.24 | $ 2.50 | $ 5.27 | $ 4.18 | $ 3.04 |
Supplemental Disclosures of C_3
Supplemental Disclosures of Cash Flow Information (Details) - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2016 | |
Supplemental disclosures of cash flow information: | |||
Cash payments for income taxes, net | $ 178 | $ 203 | $ 158 |
Cash payments for interest | 176 | 169 | 143 |
Cash acquired | 13 | 0 | 476 |
Supplemental disclosures of non-cash investing and financing activities: | |||
Issuance of shares and assumed awards in connection with the Merger | 0 | 8,723 | |
Fair value of deferred and contingent consideration related to acquisitions | $ 36 | $ 0 | $ 0 |
Quarterly Financial Data (Una_3
Quarterly Financial Data (Unaudited) (Details) - USD ($) $ / shares in Units, $ in Millions | 3 Months Ended | 12 Months Ended | |||||||||
Dec. 31, 2018 | Sep. 30, 2018 | Jun. 30, 2018 | Mar. 31, 2018 | Dec. 31, 2017 | Sep. 30, 2017 | Jun. 30, 2017 | Mar. 31, 2017 | Dec. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2016 | |
Quarterly Financial Data [Abstract] | |||||||||||
Revenue | $ 2,372 | $ 1,859 | $ 1,990 | $ 2,292 | $ 2,078 | $ 1,852 | $ 1,953 | $ 2,319 | $ 8,513 | $ 8,202 | $ 7,887 |
Total costs of providing services | 1,902 | 1,842 | 1,927 | 2,033 | 1,998 | 1,878 | 1,892 | 1,918 | 7,704 | 7,686 | 7,539 |
Income from operations | 470 | 17 | 63 | 259 | 80 | (26) | 61 | 401 | 809 | 516 | 348 |
Net income/(loss) | 383 | 46 | 65 | 221 | 253 | (54) | 41 | 352 | 715 | 592 | 438 |
Net income/(loss) attributable to Willis Towers Watson | $ 378 | $ 44 | $ 58 | $ 215 | $ 245 | $ (54) | $ 33 | $ 344 | $ 695 | $ 568 | $ 420 |
Earnings/(loss) per share | |||||||||||
Basic earnings per share | $ 2.91 | $ 0.34 | $ 0.44 | $ 1.62 | $ 1.85 | $ (0.40) | $ 0.24 | $ 2.51 | $ 5.29 | $ 4.21 | $ 3.07 |
Diluted earnings per share | $ 2.89 | $ 0.33 | $ 0.44 | $ 1.61 | $ 1.84 | $ (0.40) | $ 0.24 | $ 2.50 | $ 5.27 | $ 4.18 | $ 3.04 |
Financial Information for Iss_3
Financial Information for Issuers and Other Guarantor Subsidiaries - Narrative (Details) € in Millions | Dec. 31, 2018USD ($) | Sep. 10, 2018USD ($) | May 16, 2017USD ($) | Mar. 07, 2017USD ($) | May 26, 2016USD ($) | May 26, 2016EUR (€) | Mar. 22, 2016USD ($) | Mar. 15, 2016USD ($) | Aug. 15, 2013USD ($) | Sep. 29, 2009USD ($) | |
Debt Instrument [Line Items] | |||||||||||
Long-term debt | $ 6,400,000,000 | ||||||||||
Revolving Credit Facility [Member] | Revolving 1.25 Billion Dollar Credit Facility [Member] | |||||||||||
Debt Instrument [Line Items] | |||||||||||
Maximum borrowing capacity | [1] | 1,250,000,000 | |||||||||
Trinity Acquisition plc [Member] | Revolving Credit Facility [Member] | |||||||||||
Debt Instrument [Line Items] | |||||||||||
Maximum borrowing capacity | $ 1,250,000,000 | ||||||||||
Trinity Acquisition plc [Member] | Revolving Credit Facility [Member] | Revolving 1.25 Billion Dollar Credit Facility [Member] | |||||||||||
Debt Instrument [Line Items] | |||||||||||
Long-term debt | 130,000,000 | ||||||||||
Senior Notes [Member] | |||||||||||
Debt Instrument [Line Items] | |||||||||||
Long-term debt | 4,479,000,000 | ||||||||||
Senior Notes [Member] | Willis North America [Member] | |||||||||||
Debt Instrument [Line Items] | |||||||||||
Long-term debt | 1,800,000,000 | $ 1,000,000,000 | $ 650,000,000 | $ 187,000,000 | |||||||
Senior Notes [Member] | Trinity Acquisition plc [Member] | |||||||||||
Debt Instrument [Line Items] | |||||||||||
Long-term debt | $ 2,100,000,000 | $ 609,000,000 | € 540 | $ 1,000,000,000 | $ 525,000,000 | ||||||
Parent Company [Member] | Senior Notes [Member] | |||||||||||
Debt Instrument [Line Items] | |||||||||||
Long-term debt | $ 500,000,000 | ||||||||||
[1] | Notes issued in Euro (€540 million) |
Financial Information for Iss_4
Financial Information for Issuers and Other Guarantor Subsidiaries - Condensed Consolidating Statement of Comprehensive Income (Details) - USD ($) $ in Millions | 3 Months Ended | 12 Months Ended | |||||||||
Dec. 31, 2018 | Sep. 30, 2018 | Jun. 30, 2018 | Mar. 31, 2018 | Dec. 31, 2017 | Sep. 30, 2017 | Jun. 30, 2017 | Mar. 31, 2017 | Dec. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2016 | |
Condensed Financial Statements, Captions [Line Items] | |||||||||||
Revenue | $ 2,372 | $ 1,859 | $ 1,990 | $ 2,292 | $ 2,078 | $ 1,852 | $ 1,953 | $ 2,319 | $ 8,513 | $ 8,202 | $ 7,887 |
Costs of providing services | |||||||||||
Salaries and benefits | 5,123 | 4,967 | 4,849 | ||||||||
Other operating expenses | 1,637 | 1,534 | 1,551 | ||||||||
Depreciation | 208 | 203 | 178 | ||||||||
Amortization | 534 | 581 | 591 | ||||||||
Restructuring costs | 0 | 132 | 193 | ||||||||
Transaction and integration expenses | 202 | 269 | 177 | ||||||||
Total costs of providing services | 1,902 | 1,842 | 1,927 | 2,033 | 1,998 | 1,878 | 1,892 | 1,918 | 7,704 | 7,686 | 7,539 |
Income from operations | 470 | 17 | 63 | 259 | 80 | (26) | 61 | 401 | 809 | 516 | 348 |
Intercompany income/(expense) | 0 | 0 | 0 | ||||||||
Interest expense | (208) | (188) | (184) | ||||||||
Other income, net | 250 | 164 | 178 | ||||||||
INCOME FROM OPERATIONS BEFORE INCOME TAXES | 851 | 492 | 342 | ||||||||
(Provision for)/benefit from income taxes | (136) | 100 | 96 | ||||||||
Equity account for subsidiaries | 0 | 0 | 0 | ||||||||
NET INCOME | 383 | 46 | 65 | 221 | 253 | (54) | 41 | 352 | 715 | 592 | 438 |
Income attributable to non-controlling interests | (20) | (24) | (18) | ||||||||
NET INCOME ATTRIBUTABLE TO WILLIS TOWERS WATSON | $ 378 | $ 44 | $ 58 | $ 215 | $ 245 | $ (54) | $ 33 | $ 344 | 695 | 568 | 420 |
Comprehensive income/(loss) before non- controlling interests | 267 | 976 | (429) | ||||||||
Comprehensive (income)/loss attributable to non-controlling interests | (20) | (37) | 2 | ||||||||
Comprehensive income/(loss) attributable to Willis Towers Watson | 247 | 939 | (427) | ||||||||
Other guarantors [Member] | |||||||||||
Condensed Financial Statements, Captions [Line Items] | |||||||||||
Revenue | 0 | 0 | 2 | ||||||||
Costs of providing services | |||||||||||
Salaries and benefits | 0 | 0 | 1 | ||||||||
Other operating expenses | 165 | 91 | 112 | ||||||||
Depreciation | 4 | 6 | 5 | ||||||||
Amortization | 3 | 3 | 0 | ||||||||
Restructuring costs | 8 | 29 | |||||||||
Transaction and integration expenses | 1 | 73 | 16 | ||||||||
Total costs of providing services | 173 | 181 | 163 | ||||||||
Income from operations | (173) | (181) | (161) | ||||||||
Intercompany income/(expense) | 356 | 350 | 320 | ||||||||
Interest expense | 0 | 0 | 0 | ||||||||
Other income, net | 2 | 0 | 2 | ||||||||
INCOME FROM OPERATIONS BEFORE INCOME TAXES | 185 | 169 | 161 | ||||||||
(Provision for)/benefit from income taxes | 41 | 53 | 39 | ||||||||
Equity account for subsidiaries | 498 | 370 | 247 | ||||||||
NET INCOME | 724 | 592 | 447 | ||||||||
Income attributable to non-controlling interests | 0 | 0 | 0 | ||||||||
NET INCOME ATTRIBUTABLE TO WILLIS TOWERS WATSON | 724 | 592 | 447 | ||||||||
Comprehensive income/(loss) before non- controlling interests | 286 | 952 | (381) | ||||||||
Comprehensive (income)/loss attributable to non-controlling interests | 0 | 0 | 0 | ||||||||
Comprehensive income/(loss) attributable to Willis Towers Watson | 286 | 952 | (381) | ||||||||
Non-guarantors [Member] | |||||||||||
Condensed Financial Statements, Captions [Line Items] | |||||||||||
Revenue | 8,479 | 8,183 | 7,866 | ||||||||
Costs of providing services | |||||||||||
Salaries and benefits | 5,053 | 4,915 | 4,831 | ||||||||
Other operating expenses | 1,430 | 1,419 | 1,348 | ||||||||
Depreciation | 204 | 197 | 159 | ||||||||
Amortization | 534 | 581 | 591 | ||||||||
Restructuring costs | 109 | 125 | |||||||||
Transaction and integration expenses | 193 | 177 | 134 | ||||||||
Total costs of providing services | 7,414 | 7,398 | 7,188 | ||||||||
Income from operations | 1,065 | 785 | 678 | ||||||||
Intercompany income/(expense) | (536) | (507) | (535) | ||||||||
Interest expense | (16) | (20) | (23) | ||||||||
Other income, net | 1,540 | 367 | 176 | ||||||||
INCOME FROM OPERATIONS BEFORE INCOME TAXES | 2,053 | 625 | 296 | ||||||||
(Provision for)/benefit from income taxes | (173) | 78 | (26) | ||||||||
Equity account for subsidiaries | 0 | 0 | 0 | ||||||||
NET INCOME | 1,880 | 703 | 270 | ||||||||
Income attributable to non-controlling interests | (20) | (24) | (18) | ||||||||
NET INCOME ATTRIBUTABLE TO WILLIS TOWERS WATSON | 1,860 | 679 | 252 | ||||||||
Comprehensive income/(loss) before non- controlling interests | 1,470 | 1,051 | (549) | ||||||||
Comprehensive (income)/loss attributable to non-controlling interests | (20) | (37) | 2 | ||||||||
Comprehensive income/(loss) attributable to Willis Towers Watson | 1,450 | 1,014 | (547) | ||||||||
Reportable Legal Entities [Member] | Parent Company [Member] | |||||||||||
Condensed Financial Statements, Captions [Line Items] | |||||||||||
Revenue | 0 | 0 | 0 | ||||||||
Costs of providing services | |||||||||||
Salaries and benefits | 2 | 4 | 2 | ||||||||
Other operating expenses | 3 | 3 | 3 | ||||||||
Depreciation | 0 | 0 | 0 | ||||||||
Amortization | 0 | 0 | 0 | ||||||||
Restructuring costs | 0 | 0 | |||||||||
Transaction and integration expenses | 0 | 0 | 1 | ||||||||
Total costs of providing services | 5 | 7 | 6 | ||||||||
Income from operations | (5) | (7) | (6) | ||||||||
Intercompany income/(expense) | 0 | 0 | 0 | ||||||||
Interest expense | (30) | (30) | (32) | ||||||||
Other income, net | 0 | 35 | 0 | ||||||||
INCOME FROM OPERATIONS BEFORE INCOME TAXES | (35) | (2) | (38) | ||||||||
(Provision for)/benefit from income taxes | 0 | 0 | 0 | ||||||||
Equity account for subsidiaries | 730 | 570 | 458 | ||||||||
NET INCOME | 695 | 568 | 420 | ||||||||
Income attributable to non-controlling interests | 0 | 0 | 0 | ||||||||
NET INCOME ATTRIBUTABLE TO WILLIS TOWERS WATSON | 695 | 568 | 420 | ||||||||
Comprehensive income/(loss) before non- controlling interests | 247 | 939 | (427) | ||||||||
Comprehensive (income)/loss attributable to non-controlling interests | 0 | 0 | 0 | ||||||||
Comprehensive income/(loss) attributable to Willis Towers Watson | 247 | 939 | (427) | ||||||||
Consolidating adjustments [Member] | |||||||||||
Condensed Financial Statements, Captions [Line Items] | |||||||||||
Revenue | 0 | 0 | 0 | ||||||||
Costs of providing services | |||||||||||
Salaries and benefits | 0 | 0 | 0 | ||||||||
Other operating expenses | 0 | 0 | 0 | ||||||||
Depreciation | 0 | 0 | 0 | ||||||||
Amortization | (3) | (3) | 0 | ||||||||
Restructuring costs | 0 | 0 | |||||||||
Transaction and integration expenses | 0 | 0 | 0 | ||||||||
Total costs of providing services | (3) | (3) | 0 | ||||||||
Income from operations | 3 | 3 | 0 | ||||||||
Intercompany income/(expense) | 0 | 0 | 0 | ||||||||
Interest expense | 0 | 0 | 0 | ||||||||
Other income, net | (1,292) | (238) | 0 | ||||||||
INCOME FROM OPERATIONS BEFORE INCOME TAXES | (1,289) | (235) | 0 | ||||||||
(Provision for)/benefit from income taxes | 0 | 0 | 0 | ||||||||
Equity account for subsidiaries | (1,789) | (1,401) | (1,013) | ||||||||
NET INCOME | (3,078) | (1,636) | (1,013) | ||||||||
Income attributable to non-controlling interests | 0 | 0 | 0 | ||||||||
NET INCOME ATTRIBUTABLE TO WILLIS TOWERS WATSON | (3,078) | (1,636) | (1,013) | ||||||||
Comprehensive income/(loss) before non- controlling interests | (1,662) | (2,826) | 1,850 | ||||||||
Comprehensive (income)/loss attributable to non-controlling interests | 0 | 0 | 0 | ||||||||
Comprehensive income/(loss) attributable to Willis Towers Watson | (1,662) | (2,826) | 1,850 | ||||||||
Willis North America [Member] | Reportable Legal Entities [Member] | |||||||||||
Condensed Financial Statements, Captions [Line Items] | |||||||||||
Revenue | 34 | 19 | 19 | ||||||||
Costs of providing services | |||||||||||
Salaries and benefits | 68 | 48 | 15 | ||||||||
Other operating expenses | 38 | 20 | 88 | ||||||||
Depreciation | 0 | 0 | 14 | ||||||||
Amortization | 0 | 0 | 0 | ||||||||
Restructuring costs | 15 | 39 | |||||||||
Transaction and integration expenses | 8 | 19 | 26 | ||||||||
Total costs of providing services | 114 | 102 | 182 | ||||||||
Income from operations | (80) | (83) | (163) | ||||||||
Intercompany income/(expense) | 56 | 34 | 109 | ||||||||
Interest expense | (58) | (35) | (39) | ||||||||
Other income, net | 0 | 0 | 0 | ||||||||
INCOME FROM OPERATIONS BEFORE INCOME TAXES | (82) | (84) | (93) | ||||||||
(Provision for)/benefit from income taxes | (1) | (29) | 86 | ||||||||
Equity account for subsidiaries | 124 | 171 | 157 | ||||||||
NET INCOME | 41 | 58 | 150 | ||||||||
Income attributable to non-controlling interests | 0 | 0 | 0 | ||||||||
NET INCOME ATTRIBUTABLE TO WILLIS TOWERS WATSON | 41 | 58 | 150 | ||||||||
Comprehensive income/(loss) before non- controlling interests | (88) | 197 | (266) | ||||||||
Comprehensive (income)/loss attributable to non-controlling interests | 0 | 0 | 0 | ||||||||
Comprehensive income/(loss) attributable to Willis Towers Watson | (88) | 197 | (266) | ||||||||
Trinity Acquisition plc [Member] | Reportable Legal Entities [Member] | |||||||||||
Condensed Financial Statements, Captions [Line Items] | |||||||||||
Revenue | 0 | 0 | 0 | ||||||||
Costs of providing services | |||||||||||
Salaries and benefits | 0 | 0 | 0 | ||||||||
Other operating expenses | 1 | 1 | 0 | ||||||||
Depreciation | 0 | 0 | 0 | ||||||||
Amortization | 0 | 0 | 0 | ||||||||
Restructuring costs | 0 | 0 | |||||||||
Transaction and integration expenses | 0 | 0 | 0 | ||||||||
Total costs of providing services | 1 | 1 | 0 | ||||||||
Income from operations | (1) | (1) | 0 | ||||||||
Intercompany income/(expense) | 124 | 123 | 106 | ||||||||
Interest expense | (104) | (103) | (90) | ||||||||
Other income, net | 0 | 0 | 0 | ||||||||
INCOME FROM OPERATIONS BEFORE INCOME TAXES | 19 | 19 | 16 | ||||||||
(Provision for)/benefit from income taxes | (3) | (2) | (3) | ||||||||
Equity account for subsidiaries | 437 | 290 | 151 | ||||||||
NET INCOME | 453 | 307 | 164 | ||||||||
Income attributable to non-controlling interests | 0 | 0 | 0 | ||||||||
NET INCOME ATTRIBUTABLE TO WILLIS TOWERS WATSON | 453 | 307 | 164 | ||||||||
Comprehensive income/(loss) before non- controlling interests | 14 | 663 | (656) | ||||||||
Comprehensive (income)/loss attributable to non-controlling interests | 0 | 0 | 0 | ||||||||
Comprehensive income/(loss) attributable to Willis Towers Watson | $ 14 | $ 663 | $ (656) |
Financial Information for Iss_5
Financial Information for Issuers and Other Guarantor Subsidiaries - Condensed Consolidating Balance Sheet (Details) - USD ($) $ in Millions | Dec. 31, 2018 | Jan. 01, 2018 | Dec. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2015 | |||
ASSETS | ||||||||
Cash and cash equivalents | $ 1,033 | $ 1,030 | $ 870 | $ 532 | ||||
Fiduciary assets | 12,604 | 12,155 | ||||||
Accounts receivable, net | 2,379 | $ 2,555 | 2,246 | |||||
Prepaid and other current assets | 404 | 430 | ||||||
Total current assets | 16,420 | 15,861 | ||||||
Intercompany receivables, net | 0 | 0 | ||||||
Fixed assets, net | 942 | 985 | ||||||
Goodwill | 10,465 | 10,519 | 10,413 | |||||
Other intangible assets, net | 3,318 | 3,882 | ||||||
Pension benefits assets | 773 | 764 | ||||||
Other non-current assets | 467 | 447 | ||||||
Total non-current assets | 15,965 | 16,597 | ||||||
Investments in subsidiaries | 0 | 0 | ||||||
TOTAL ASSETS | 32,385 | 32,458 | ||||||
LIABILITIES AND EQUITY | ||||||||
Fiduciary liabilities | 12,604 | 12,155 | ||||||
Deferred revenue and accrued expenses | 1,647 | 1,711 | ||||||
Short-term debt and current portion of long-term debt | 186 | 85 | ||||||
Other current liabilities | 864 | 804 | ||||||
Total current liabilities | 15,301 | 14,755 | ||||||
Intercompany payables, net | 0 | 0 | ||||||
Long-term debt | 4,389 | 4,450 | ||||||
Liability for pension benefits | 1,170 | 1,259 | ||||||
Deferred tax liabilities | 559 | 615 | ||||||
Provision for liabilities | 540 | 558 | ||||||
Other non-current liabilities | 429 | 544 | ||||||
Total non-current liabilities | 7,087 | 7,426 | ||||||
TOTAL LIABILITIES | 22,388 | 22,181 | ||||||
REDEEMABLE NON-CONTROLLING INTEREST | 26 | 28 | ||||||
EQUITY | ||||||||
Total Willis Towers Watson shareholders’ equity | [1] | 9,852 | 10,126 | |||||
Non-controlling interests | [1] | 119 | 123 | |||||
Total equity | 9,971 | [1] | 10,249 | [1] | 10,183 | 2,360 | ||
TOTAL LIABILITIES AND EQUITY | [1] | 32,385 | 32,458 | |||||
Other guarantors [Member] | ||||||||
ASSETS | ||||||||
Cash and cash equivalents | 0 | 1 | 0 | 2 | ||||
Fiduciary assets | 0 | 0 | ||||||
Accounts receivable, net | 0 | 0 | ||||||
Prepaid and other current assets | 33 | 44 | ||||||
Total current assets | 33 | 45 | ||||||
Intercompany receivables, net | 0 | 0 | ||||||
Fixed assets, net | 16 | 25 | ||||||
Goodwill | 0 | 0 | ||||||
Other intangible assets, net | 58 | 60 | ||||||
Pension benefits assets | 0 | 0 | ||||||
Other non-current assets | 49 | 31 | ||||||
Total non-current assets | 123 | 116 | ||||||
Investments in subsidiaries | 8,108 | 8,425 | ||||||
TOTAL ASSETS | 8,264 | 8,586 | ||||||
LIABILITIES AND EQUITY | ||||||||
Fiduciary liabilities | 0 | 0 | ||||||
Deferred revenue and accrued expenses | 3 | 7 | ||||||
Short-term debt and current portion of long-term debt | 0 | 0 | ||||||
Other current liabilities | 13 | 27 | ||||||
Total current liabilities | 16 | 34 | ||||||
Intercompany payables, net | 4,691 | 3,895 | ||||||
Long-term debt | 0 | 0 | ||||||
Liability for pension benefits | 0 | 0 | ||||||
Deferred tax liabilities | 0 | 0 | ||||||
Provision for liabilities | 0 | 0 | ||||||
Other non-current liabilities | 5 | 5 | ||||||
Total non-current liabilities | 4,696 | 3,900 | ||||||
TOTAL LIABILITIES | 4,712 | 3,934 | ||||||
REDEEMABLE NON-CONTROLLING INTEREST | 0 | 0 | ||||||
EQUITY | ||||||||
Total Willis Towers Watson shareholders’ equity | 3,552 | 4,652 | ||||||
Non-controlling interests | 0 | 0 | ||||||
Total equity | 3,552 | 4,652 | ||||||
TOTAL LIABILITIES AND EQUITY | 8,264 | 8,586 | ||||||
Non-guarantors [Member] | ||||||||
ASSETS | ||||||||
Cash and cash equivalents | 1,033 | 1,027 | 870 | 527 | ||||
Fiduciary assets | 12,604 | 12,155 | ||||||
Accounts receivable, net | 2,355 | 2,242 | ||||||
Prepaid and other current assets | 357 | 264 | ||||||
Total current assets | 16,349 | 15,688 | ||||||
Intercompany receivables, net | 0 | 0 | ||||||
Fixed assets, net | 926 | 960 | ||||||
Goodwill | 10,465 | 10,519 | ||||||
Other intangible assets, net | 3,318 | 3,882 | ||||||
Pension benefits assets | 773 | 764 | ||||||
Other non-current assets | 452 | 388 | ||||||
Total non-current assets | 15,934 | 16,513 | ||||||
Investments in subsidiaries | 0 | 0 | ||||||
TOTAL ASSETS | 32,283 | 32,201 | ||||||
LIABILITIES AND EQUITY | ||||||||
Fiduciary liabilities | 12,604 | 12,155 | ||||||
Deferred revenue and accrued expenses | 1,641 | 1,685 | ||||||
Short-term debt and current portion of long-term debt | 0 | 85 | ||||||
Other current liabilities | 935 | 724 | ||||||
Total current liabilities | 15,180 | 14,649 | ||||||
Intercompany payables, net | 517 | 4,021 | ||||||
Long-term debt | 0 | 84 | ||||||
Liability for pension benefits | 1,170 | 1,259 | ||||||
Deferred tax liabilities | 688 | 704 | ||||||
Provision for liabilities | 420 | 438 | ||||||
Other non-current liabilities | 411 | 520 | ||||||
Total non-current liabilities | 3,206 | 7,026 | ||||||
TOTAL LIABILITIES | 18,386 | 21,675 | ||||||
REDEEMABLE NON-CONTROLLING INTEREST | 26 | 28 | ||||||
EQUITY | ||||||||
Total Willis Towers Watson shareholders’ equity | 13,752 | 10,375 | ||||||
Non-controlling interests | 119 | 123 | ||||||
Total equity | 13,871 | 10,498 | ||||||
TOTAL LIABILITIES AND EQUITY | 32,283 | 32,201 | ||||||
Reportable Legal Entities [Member] | Parent Company [Member] | ||||||||
ASSETS | ||||||||
Cash and cash equivalents | 0 | 2 | 0 | 3 | ||||
Fiduciary assets | 0 | 0 | ||||||
Accounts receivable, net | 0 | 0 | ||||||
Prepaid and other current assets | 0 | 0 | ||||||
Total current assets | 0 | 2 | ||||||
Intercompany receivables, net | 4,755 | 6,202 | ||||||
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 | ||||||
Total non-current assets | 4,755 | 6,202 | ||||||
Investments in subsidiaries | 5,691 | 4,506 | ||||||
TOTAL ASSETS | 10,446 | 10,710 | ||||||
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 | 95 | 87 | ||||||
Total current liabilities | 96 | 87 | ||||||
Intercompany payables, net | 0 | 0 | ||||||
Long-term debt | 498 | 497 | ||||||
Liability for pension benefits | 0 | 0 | ||||||
Deferred tax liabilities | 0 | 0 | ||||||
Provision for liabilities | 0 | 0 | ||||||
Other non-current liabilities | 0 | 0 | ||||||
Total non-current liabilities | 498 | 497 | ||||||
TOTAL LIABILITIES | 594 | 584 | ||||||
REDEEMABLE NON-CONTROLLING INTEREST | 0 | 0 | ||||||
EQUITY | ||||||||
Total Willis Towers Watson shareholders’ equity | 9,852 | 10,126 | ||||||
Non-controlling interests | 0 | 0 | ||||||
Total equity | 9,852 | 10,126 | ||||||
TOTAL LIABILITIES AND EQUITY | 10,446 | 10,710 | ||||||
Consolidating adjustments [Member] | ||||||||
ASSETS | ||||||||
Cash and cash equivalents | 0 | 0 | 0 | 0 | ||||
Fiduciary assets | 0 | 0 | ||||||
Accounts receivable, net | 0 | 0 | ||||||
Prepaid and other current assets | (298) | (146) | ||||||
Total current assets | (298) | (146) | ||||||
Intercompany receivables, net | (6,110) | (8,703) | ||||||
Fixed assets, net | 0 | 0 | ||||||
Goodwill | 0 | 0 | ||||||
Other intangible assets, net | (58) | (60) | ||||||
Pension benefits assets | 0 | 0 | ||||||
Other non-current assets | (128) | (90) | ||||||
Total non-current assets | (6,296) | (8,853) | ||||||
Investments in subsidiaries | (23,125) | (20,974) | ||||||
TOTAL ASSETS | (29,719) | (29,973) | ||||||
LIABILITIES AND EQUITY | ||||||||
Fiduciary liabilities | 0 | 0 | ||||||
Deferred revenue and accrued expenses | 0 | 0 | ||||||
Short-term debt and current portion of long-term debt | 0 | 0 | ||||||
Other current liabilities | (250) | (150) | ||||||
Total current liabilities | (250) | (150) | ||||||
Intercompany payables, net | (6,110) | (8,703) | ||||||
Long-term debt | 0 | 0 | ||||||
Liability for pension benefits | 0 | 0 | ||||||
Deferred tax liabilities | (129) | (89) | ||||||
Provision for liabilities | 0 | 0 | ||||||
Other non-current liabilities | 0 | 0 | ||||||
Total non-current liabilities | (6,239) | (8,792) | ||||||
TOTAL LIABILITIES | (6,489) | (8,942) | ||||||
REDEEMABLE NON-CONTROLLING INTEREST | 0 | 0 | ||||||
EQUITY | ||||||||
Total Willis Towers Watson shareholders’ equity | (23,230) | (21,031) | ||||||
Non-controlling interests | 0 | 0 | ||||||
Total equity | (23,230) | (21,031) | ||||||
TOTAL LIABILITIES AND EQUITY | (29,719) | (29,973) | ||||||
Willis North America [Member] | Reportable Legal Entities [Member] | ||||||||
ASSETS | ||||||||
Cash and cash equivalents | 0 | 0 | 0 | 0 | ||||
Fiduciary assets | 0 | 0 | ||||||
Accounts receivable, net | 24 | 4 | ||||||
Prepaid and other current assets | 311 | 267 | ||||||
Total current assets | 335 | 271 | ||||||
Intercompany receivables, net | 0 | 0 | ||||||
Fixed assets, net | 0 | 0 | ||||||
Goodwill | 0 | 0 | ||||||
Other intangible assets, net | 0 | 0 | ||||||
Pension benefits assets | 0 | 0 | ||||||
Other non-current assets | 92 | 115 | ||||||
Total non-current assets | 92 | 115 | ||||||
Investments in subsidiaries | 6,649 | 6,125 | ||||||
TOTAL ASSETS | 7,076 | 6,511 | ||||||
LIABILITIES AND EQUITY | ||||||||
Fiduciary liabilities | 0 | 0 | ||||||
Deferred revenue and accrued expenses | 2 | 19 | ||||||
Short-term debt and current portion of long-term debt | 186 | 0 | ||||||
Other current liabilities | 38 | 83 | ||||||
Total current liabilities | 226 | 102 | ||||||
Intercompany payables, net | 902 | 787 | ||||||
Long-term debt | 1,635 | 986 | ||||||
Liability for pension benefits | 0 | 0 | ||||||
Deferred tax liabilities | 0 | 0 | ||||||
Provision for liabilities | 120 | 120 | ||||||
Other non-current liabilities | 13 | 19 | ||||||
Total non-current liabilities | 2,670 | 1,912 | ||||||
TOTAL LIABILITIES | 2,896 | 2,014 | ||||||
REDEEMABLE NON-CONTROLLING INTEREST | 0 | 0 | ||||||
EQUITY | ||||||||
Total Willis Towers Watson shareholders’ equity | 4,180 | 4,497 | ||||||
Non-controlling interests | 0 | 0 | ||||||
Total equity | 4,180 | 4,497 | ||||||
TOTAL LIABILITIES AND EQUITY | 7,076 | 6,511 | ||||||
Trinity Acquisition plc [Member] | Reportable Legal Entities [Member] | ||||||||
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 | ||||||
Total current assets | 1 | 1 | ||||||
Intercompany receivables, net | 1,355 | 2,501 | ||||||
Fixed assets, net | 0 | 0 | ||||||
Goodwill | 0 | 0 | ||||||
Other intangible assets, net | 0 | 0 | ||||||
Pension benefits assets | 0 | 0 | ||||||
Other non-current assets | 2 | 3 | ||||||
Total non-current assets | 1,357 | 2,504 | ||||||
Investments in subsidiaries | 2,677 | 1,918 | ||||||
TOTAL ASSETS | 4,035 | 4,423 | ||||||
LIABILITIES AND EQUITY | ||||||||
Fiduciary liabilities | 0 | 0 | ||||||
Deferred revenue and accrued expenses | 0 | 0 | ||||||
Short-term debt and current portion of long-term debt | 0 | 0 | ||||||
Other current liabilities | 33 | 33 | ||||||
Total current liabilities | 33 | 33 | ||||||
Intercompany payables, net | 0 | 0 | ||||||
Long-term debt | 2,256 | 2,883 | ||||||
Liability for pension benefits | 0 | 0 | ||||||
Deferred tax liabilities | 0 | 0 | ||||||
Provision for liabilities | 0 | 0 | ||||||
Other non-current liabilities | 0 | 0 | ||||||
Total non-current liabilities | 2,256 | 2,883 | ||||||
TOTAL LIABILITIES | 2,289 | 2,916 | ||||||
REDEEMABLE NON-CONTROLLING INTEREST | 0 | 0 | ||||||
EQUITY | ||||||||
Total Willis Towers Watson shareholders’ equity | 1,746 | 1,507 | ||||||
Non-controlling interests | 0 | 0 | ||||||
Total equity | 1,746 | 1,507 | ||||||
TOTAL LIABILITIES AND EQUITY | $ 4,035 | $ 4,423 | ||||||
[1] | Equity includes (a) Ordinary shares $0.000304635 nominal value; Authorized 1,510,003,775; Issued 128,921,530 (2018) and 132,139,581 (2017); Outstanding 128,921,530 (2018) and 132,139,581 (2017); (b) Ordinary shares, €1 nominal value; Authorized and Issued 40,000 shares in 2018 and 2017; and (c) Preference shares, $0.000115 nominal value; Authorized 1,000,000,000 and Issued none in 2018 and 2017. |
Financial Information for Iss_6
Financial Information for Issuers and Other Guarantor Subsidiaries - Condensed Consolidating Statement of Cash Flows (Details) - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2016 | |
Condensed Financial Statements, Captions [Line Items] | |||
NET CASH (USED IN)/FROM OPERATING ACTIVITIES | $ 1,288 | $ 862 | $ 933 |
CASH FLOWS FROM/(USED IN) INVESTING ACTIVITIES | |||
Additions to fixed assets and software for internal use | (268) | (300) | (218) |
Capitalized software costs | (54) | (75) | (85) |
Acquisitions of operations, net of cash acquired | (36) | (13) | 476 |
Net proceeds from sale of operations | 4 | 57 | (1) |
Other, net | 13 | (4) | 23 |
Proceeds from/(repayments of) intercompany investing activities, net | 0 | 0 | 0 |
(Increase)/decrease in investment insubsidiaries | 0 | 0 | |
Net cash (used in)/from investing activities | (341) | (335) | 195 |
CASH FLOWS (USED IN)/FROM FINANCING ACTIVITIES | |||
Net (payments)/borrowings on revolving credit facility | (754) | 642 | (237) |
Senior notes issued | 998 | 649 | 1,606 |
Proceeds from issuance of other debt | 0 | 32 | 404 |
Debt issuance costs | (8) | (9) | (14) |
Repayments of debt | (170) | (734) | (1,901) |
Repurchase of shares | (602) | (532) | (396) |
Proceeds from issuance of shares | 45 | 61 | 63 |
Payments related to share cancellation | 0 | (177) | 0 |
Payments of deferred and contingent consideration related to acquisitions | (50) | (65) | (67) |
Cash paid for employee taxes on withholding shares | (30) | (18) | (13) |
Dividends paid | (306) | (277) | (199) |
Acquisitions of and dividends paid to non-controlling interests | (26) | (51) | (21) |
(Repayments of)/proceeds from intercompany financing activities, net | 0 | 0 | 0 |
Net cash used in financing activities | (903) | (479) | (775) |
INCREASE IN CASH AND CASH EQUIVALENTS | 44 | 48 | 353 |
Effect of exchange rate changes on cash and cash equivalents | (41) | 112 | (15) |
CASH AND CASH EQUIVALENTS, BEGINNING OF PERIOD | 1,030 | 870 | 532 |
CASH AND CASH EQUIVALENTS, END OF PERIOD | 1,033 | 1,030 | 870 |
Other guarantors [Member] | |||
Condensed Financial Statements, Captions [Line Items] | |||
NET CASH (USED IN)/FROM OPERATING ACTIVITIES | (792) | (696) | 440 |
CASH FLOWS FROM/(USED IN) INVESTING ACTIVITIES | |||
Additions to fixed assets and software for internal use | (4) | (8) | (79) |
Capitalized software costs | 0 | 0 | 0 |
Acquisitions of operations, net of cash acquired | 0 | 0 | 0 |
Net proceeds from sale of operations | 0 | 0 | 0 |
Other, net | 0 | 0 | 0 |
Proceeds from/(repayments of) intercompany investing activities, net | 356 | 277 | (3,405) |
(Increase)/decrease in investment insubsidiaries | 833 | (1,000) | |
Net cash (used in)/from investing activities | 352 | 1,102 | (4,484) |
CASH FLOWS (USED IN)/FROM FINANCING ACTIVITIES | |||
Net (payments)/borrowings on revolving credit facility | 0 | 0 | 0 |
Senior notes issued | 0 | 0 | 0 |
Proceeds from issuance of other debt | 0 | 0 | |
Debt issuance costs | 0 | 0 | 0 |
Repayments of debt | 0 | 0 | 0 |
Repurchase of shares | 0 | 0 | 0 |
Proceeds from issuance of shares | 0 | 0 | 0 |
Payments related to share cancellation | 0 | ||
Payments of deferred and contingent consideration related to acquisitions | 0 | 0 | 0 |
Cash paid for employee taxes on withholding shares | 0 | 0 | 0 |
Dividends paid | (150) | (58) | (162) |
Acquisitions of and dividends paid to non-controlling interests | 0 | 0 | 0 |
(Repayments of)/proceeds from intercompany financing activities, net | 589 | (347) | 4,204 |
Net cash used in financing activities | 439 | (405) | 4,042 |
INCREASE IN CASH AND CASH EQUIVALENTS | (1) | 1 | (2) |
Effect of exchange rate changes on cash and cash equivalents | 0 | 0 | 0 |
CASH AND CASH EQUIVALENTS, BEGINNING OF PERIOD | 1 | 0 | 2 |
CASH AND CASH EQUIVALENTS, END OF PERIOD | 0 | 1 | 0 |
Non-guarantors [Member] | |||
Condensed Financial Statements, Captions [Line Items] | |||
NET CASH (USED IN)/FROM OPERATING ACTIVITIES | 3,196 | 939 | 1,114 |
CASH FLOWS FROM/(USED IN) INVESTING ACTIVITIES | |||
Additions to fixed assets and software for internal use | (264) | (292) | (221) |
Capitalized software costs | (54) | (75) | (85) |
Acquisitions of operations, net of cash acquired | (36) | (13) | 476 |
Net proceeds from sale of operations | 4 | 57 | (4) |
Other, net | 13 | (4) | 20 |
Proceeds from/(repayments of) intercompany investing activities, net | (2,673) | (485) | (739) |
(Increase)/decrease in investment insubsidiaries | 465 | (3,600) | |
Net cash (used in)/from investing activities | (3,010) | (347) | (4,153) |
CASH FLOWS (USED IN)/FROM FINANCING ACTIVITIES | |||
Net (payments)/borrowings on revolving credit facility | 0 | 0 | 0 |
Senior notes issued | 0 | 0 | 0 |
Proceeds from issuance of other debt | 32 | 4 | |
Debt issuance costs | 0 | 0 | 0 |
Repayments of debt | (170) | (120) | (564) |
Repurchase of shares | 0 | 0 | 0 |
Proceeds from issuance of shares | 0 | 0 | 0 |
Payments related to share cancellation | (177) | ||
Payments of deferred and contingent consideration related to acquisitions | (50) | (65) | (67) |
Cash paid for employee taxes on withholding shares | (30) | (18) | (13) |
Dividends paid | (251) | (151) | (90) |
Acquisitions of and dividends paid to non-controlling interests | (26) | (51) | (21) |
(Repayments of)/proceeds from intercompany financing activities, net | 388 | 3 | 4,148 |
Net cash used in financing activities | (139) | (547) | 3,397 |
INCREASE IN CASH AND CASH EQUIVALENTS | 47 | 45 | 358 |
Effect of exchange rate changes on cash and cash equivalents | (41) | 112 | (15) |
CASH AND CASH EQUIVALENTS, BEGINNING OF PERIOD | 1,027 | 870 | 527 |
CASH AND CASH EQUIVALENTS, END OF PERIOD | 1,033 | 1,027 | 870 |
Reportable Legal Entities [Member] | Parent Company [Member] | |||
Condensed Financial Statements, Captions [Line Items] | |||
NET CASH (USED IN)/FROM OPERATING ACTIVITIES | (537) | 743 | (20) |
CASH FLOWS FROM/(USED IN) INVESTING ACTIVITIES | |||
Additions to fixed assets and software for internal use | 0 | 0 | 0 |
Capitalized software costs | 0 | 0 | 0 |
Acquisitions of operations, net of cash acquired | 0 | 0 | 0 |
Net proceeds from sale of operations | 0 | 0 | 0 |
Other, net | 0 | 0 | 0 |
Proceeds from/(repayments of) intercompany investing activities, net | 1,398 | 1,042 | (3,751) |
(Increase)/decrease in investment insubsidiaries | (1,035) | 4,600 | |
Net cash (used in)/from investing activities | 1,398 | 7 | 849 |
CASH FLOWS (USED IN)/FROM FINANCING ACTIVITIES | |||
Net (payments)/borrowings on revolving credit facility | 0 | 0 | 0 |
Senior notes issued | 0 | 0 | 0 |
Proceeds from issuance of other debt | 0 | 0 | |
Debt issuance costs | 0 | 0 | 0 |
Repayments of debt | 0 | 0 | (300) |
Repurchase of shares | (602) | (532) | (396) |
Proceeds from issuance of shares | 45 | 61 | 63 |
Payments related to share cancellation | 0 | ||
Payments of deferred and contingent consideration related to acquisitions | 0 | 0 | 0 |
Cash paid for employee taxes on withholding shares | 0 | 0 | 0 |
Dividends paid | (306) | (277) | (199) |
Acquisitions of and dividends paid to non-controlling interests | 0 | 0 | 0 |
(Repayments of)/proceeds from intercompany financing activities, net | 0 | 0 | 0 |
Net cash used in financing activities | (863) | (748) | (832) |
INCREASE IN CASH AND CASH EQUIVALENTS | (2) | 2 | (3) |
Effect of exchange rate changes on cash and cash equivalents | 0 | 0 | 0 |
CASH AND CASH EQUIVALENTS, BEGINNING OF PERIOD | 2 | 0 | 3 |
CASH AND CASH EQUIVALENTS, END OF PERIOD | 0 | 2 | 0 |
Consolidating adjustments [Member] | |||
Condensed Financial Statements, Captions [Line Items] | |||
NET CASH (USED IN)/FROM OPERATING ACTIVITIES | (1,087) | (267) | (670) |
CASH FLOWS FROM/(USED IN) INVESTING ACTIVITIES | |||
Additions to fixed assets and software for internal use | 0 | 0 | 94 |
Capitalized software costs | 0 | 0 | 0 |
Acquisitions of operations, net of cash acquired | 0 | 0 | 0 |
Net proceeds from sale of operations | 0 | 0 | 3 |
Other, net | 0 | 0 | (30) |
Proceeds from/(repayments of) intercompany investing activities, net | 458 | 821 | 8,442 |
(Increase)/decrease in investment insubsidiaries | 0 | 0 | |
Net cash (used in)/from investing activities | 458 | 821 | 8,509 |
CASH FLOWS (USED IN)/FROM FINANCING ACTIVITIES | |||
Net (payments)/borrowings on revolving credit facility | 0 | 0 | 0 |
Senior notes issued | 0 | 0 | 0 |
Proceeds from issuance of other debt | 0 | 0 | |
Debt issuance costs | 0 | 0 | 0 |
Repayments of debt | 0 | 0 | 0 |
Repurchase of shares | 0 | 0 | 0 |
Proceeds from issuance of shares | 0 | 0 | 0 |
Payments related to share cancellation | 0 | ||
Payments of deferred and contingent consideration related to acquisitions | 0 | 0 | 0 |
Cash paid for employee taxes on withholding shares | 0 | 0 | 0 |
Dividends paid | 1,087 | 267 | 603 |
Acquisitions of and dividends paid to non-controlling interests | 0 | 0 | 0 |
(Repayments of)/proceeds from intercompany financing activities, net | (458) | (821) | (8,442) |
Net cash used in financing activities | 629 | (554) | (7,839) |
INCREASE IN CASH AND CASH EQUIVALENTS | 0 | 0 | 0 |
Effect of exchange rate changes on cash and cash equivalents | 0 | 0 | 0 |
CASH AND CASH EQUIVALENTS, BEGINNING OF PERIOD | 0 | 0 | 0 |
CASH AND CASH EQUIVALENTS, END OF PERIOD | 0 | 0 | 0 |
Willis North America [Member] | Reportable Legal Entities [Member] | |||
Condensed Financial Statements, Captions [Line Items] | |||
NET CASH (USED IN)/FROM OPERATING ACTIVITIES | 153 | 114 | (83) |
CASH FLOWS FROM/(USED IN) INVESTING ACTIVITIES | |||
Additions to fixed assets and software for internal use | 0 | 0 | (12) |
Capitalized software costs | 0 | 0 | 0 |
Acquisitions of operations, net of cash acquired | 0 | 0 | 0 |
Net proceeds from sale of operations | 0 | 0 | 0 |
Other, net | 0 | 0 | 33 |
Proceeds from/(repayments of) intercompany investing activities, net | 369 | (55) | 0 |
(Increase)/decrease in investment insubsidiaries | (115) | 0 | |
Net cash (used in)/from investing activities | 369 | (170) | 21 |
CASH FLOWS (USED IN)/FROM FINANCING ACTIVITIES | |||
Net (payments)/borrowings on revolving credit facility | (155) | 155 | 0 |
Senior notes issued | 998 | 649 | 0 |
Proceeds from issuance of other debt | 0 | 0 | |
Debt issuance costs | (8) | (5) | 0 |
Repayments of debt | 0 | (394) | 0 |
Repurchase of shares | 0 | 0 | 0 |
Proceeds from issuance of shares | 0 | 0 | 0 |
Payments related to share cancellation | 0 | ||
Payments of deferred and contingent consideration related to acquisitions | 0 | 0 | 0 |
Cash paid for employee taxes on withholding shares | 0 | 0 | 0 |
Dividends paid | 0 | (58) | (49) |
Acquisitions of and dividends paid to non-controlling interests | 0 | 0 | 0 |
(Repayments of)/proceeds from intercompany financing activities, net | (1,357) | (291) | 111 |
Net cash used in financing activities | (522) | 56 | 62 |
INCREASE IN CASH AND CASH EQUIVALENTS | 0 | 0 | 0 |
Effect of exchange rate changes on cash and cash equivalents | 0 | 0 | 0 |
CASH AND CASH EQUIVALENTS, BEGINNING OF PERIOD | 0 | 0 | 0 |
CASH AND CASH EQUIVALENTS, END OF PERIOD | 0 | 0 | 0 |
Trinity Acquisition plc [Member] | Reportable Legal Entities [Member] | |||
Condensed Financial Statements, Captions [Line Items] | |||
NET CASH (USED IN)/FROM OPERATING ACTIVITIES | 355 | 29 | 152 |
CASH FLOWS FROM/(USED IN) INVESTING ACTIVITIES | |||
Additions to fixed assets and software for internal use | 0 | 0 | 0 |
Capitalized software costs | 0 | 0 | 0 |
Acquisitions of operations, net of cash acquired | 0 | 0 | 0 |
Net proceeds from sale of operations | 0 | 0 | 0 |
Other, net | 0 | 0 | 0 |
Proceeds from/(repayments of) intercompany investing activities, net | 92 | (1,600) | (547) |
(Increase)/decrease in investment insubsidiaries | (148) | 0 | |
Net cash (used in)/from investing activities | 92 | (1,748) | (547) |
CASH FLOWS (USED IN)/FROM FINANCING ACTIVITIES | |||
Net (payments)/borrowings on revolving credit facility | (599) | 487 | (237) |
Senior notes issued | 0 | 0 | 1,606 |
Proceeds from issuance of other debt | 0 | 400 | |
Debt issuance costs | 0 | (4) | (14) |
Repayments of debt | 0 | (220) | (1,037) |
Repurchase of shares | 0 | 0 | 0 |
Proceeds from issuance of shares | 0 | 0 | 0 |
Payments related to share cancellation | 0 | ||
Payments of deferred and contingent consideration related to acquisitions | 0 | 0 | 0 |
Cash paid for employee taxes on withholding shares | 0 | 0 | 0 |
Dividends paid | (686) | 0 | (302) |
Acquisitions of and dividends paid to non-controlling interests | 0 | 0 | 0 |
(Repayments of)/proceeds from intercompany financing activities, net | 838 | 1,456 | (21) |
Net cash used in financing activities | (447) | 1,719 | 395 |
INCREASE IN CASH AND CASH EQUIVALENTS | 0 | 0 | 0 |
Effect of exchange rate changes on cash and cash equivalents | 0 | 0 | 0 |
CASH AND CASH EQUIVALENTS, BEGINNING OF PERIOD | 0 | 0 | 0 |
CASH AND CASH EQUIVALENTS, END OF PERIOD | $ 0 | $ 0 | $ 0 |