Document and Entity Information
Document and Entity Information - shares | 3 Months Ended | |
Mar. 31, 2019 | Apr. 30, 2019 | |
Document And Entity Information [Abstract] | ||
Entity Registrant Name | Willis Towers Watson Plc. | |
Entity Central Index Key | 0001140536 | |
Trading Symbol | WLTW | |
Current Fiscal Year End Date | --12-31 | |
Entity Filer Category | Large Accelerated Filer | |
Document Type | 10-Q | |
Document Period End Date | Mar. 31, 2019 | |
Document Fiscal Year Focus | 2019 | |
Document Fiscal Period Focus | Q1 | |
Amendment Flag | false | |
Entity Small Business | false | |
Entity Emerging Growth Company | false | |
Entity Common Stock, Shares Outstanding | 129,236,178 |
Condensed Consolidated Statemen
Condensed Consolidated Statements of Comprehensive Income (Unaudited) - USD ($) $ in Millions | 3 Months Ended | |
Mar. 31, 2019 | Mar. 31, 2018 | |
Income Statement [Abstract] | ||
Revenue | $ 2,312 | $ 2,292 |
Costs of providing services | ||
Salaries and benefits | 1,348 | 1,377 |
Other operating expenses | 418 | 423 |
Depreciation | 54 | 49 |
Amortization | 127 | 141 |
Transaction and integration expenses | 6 | 43 |
Total costs of providing services | 1,953 | 2,033 |
Income from operations | 359 | 259 |
Interest expense | (54) | (51) |
Other income, net | 55 | 56 |
INCOME FROM OPERATIONS BEFORE INCOME TAXES | 360 | 264 |
Provision for income taxes | (67) | (43) |
NET INCOME | 293 | 221 |
Income attributable to non-controlling interests | (6) | (6) |
NET INCOME ATTRIBUTABLE TO WILLIS TOWERS WATSON | $ 287 | $ 215 |
EARNINGS PER SHARE | ||
Basic earnings per share | $ 2.21 | $ 1.62 |
Diluted earnings per share | $ 2.20 | $ 1.61 |
Comprehensive income before non-controlling interests | $ 315 | $ 305 |
Comprehensive income attributable to non-controlling interests | (5) | (7) |
Comprehensive income attributable to Willis Towers Watson | $ 310 | $ 298 |
Condensed Consolidated Balance
Condensed Consolidated Balance Sheets (Unaudited) - USD ($) $ in Millions | Mar. 31, 2019 | Dec. 31, 2018 |
ASSETS | ||
Cash and cash equivalents | $ 992 | $ 1,033 |
Fiduciary assets | 15,129 | 12,604 |
Accounts receivable, net | 2,490 | 2,379 |
Prepaid and other current assets | 409 | 404 |
Total current assets | 19,020 | 16,420 |
Fixed assets, net | 957 | 942 |
Goodwill | 10,456 | 10,465 |
Other intangible assets, net | 3,187 | 3,318 |
Right-of-use assets | 946 | |
Pension benefits assets | 833 | 773 |
Other non-current assets | 494 | 467 |
Total non-current assets | 16,873 | 15,965 |
TOTAL ASSETS | 35,893 | 32,385 |
LIABILITIES AND EQUITY | ||
Fiduciary liabilities | 15,129 | 12,604 |
Deferred revenue and accrued expenses | 1,240 | 1,647 |
Current debt | 187 | 186 |
Current lease liabilities | 158 | |
Other current liabilities | 940 | 864 |
Total current liabilities | 17,654 | 15,301 |
Long-term debt | 4,518 | 4,389 |
Liability for pension benefits | 1,135 | 1,170 |
Deferred tax liabilities | 544 | 559 |
Provision for liabilities | 543 | 540 |
Long-term lease liabilities | 961 | |
Other non-current liabilities | 296 | 429 |
Total non-current liabilities | 7,997 | 7,087 |
TOTAL LIABILITIES | 25,651 | 22,388 |
COMMITMENTS AND CONTINGENCIES | ||
REDEEMABLE NON-CONTROLLING INTEREST | 28 | 26 |
EQUITY | ||
Additional paid-in capital | 10,630 | 10,615 |
Retained earnings | 1,439 | 1,201 |
Accumulated other comprehensive loss, net of tax | (1,974) | (1,961) |
Treasury shares, at cost, 17,519 shares in 2019 and 2018, and 40,000 shares, €1 nominal value, in 2019 and 2018 | (3) | (3) |
Total Willis Towers Watson shareholders’ equity | 10,092 | 9,852 |
Non-controlling interests | 122 | 119 |
Total equity | 10,214 | 9,971 |
TOTAL LIABILITIES AND EQUITY | $ 35,893 | $ 32,385 |
Condensed Consolidated Balanc_2
Condensed Consolidated Balance Sheets (Unaudited) (Parenthetical) | Mar. 31, 2019$ / sharesshares | Mar. 31, 2019€ / sharesshares | Dec. 31, 2018$ / sharesshares | Dec. 31, 2018€ / 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 | 129,211,111 | 129,211,111 | 128,921,530 | 128,921,530 |
Ordinary shares, shares outstanding | 129,211,111 | 129,211,111 | 128,921,530 | 128,921,530 |
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 |
Condensed Consolidated Statem_2
Condensed Consolidated Statements of Cash Flows (Unaudited) - USD ($) $ in Millions | 3 Months Ended | |
Mar. 31, 2019 | Mar. 31, 2018 | |
CASH FLOWS (USED IN)/FROM OPERATING ACTIVITIES | ||
NET INCOME | $ 293 | $ 221 |
Adjustments to reconcile net income to total net cash from operating activities: | ||
Depreciation | 54 | 51 |
Amortization | 127 | 141 |
Non-cash lease expense | 36 | 0 |
Net periodic benefit of defined benefit pension plans | (32) | (61) |
Provision for doubtful receivables from clients | 8 | 7 |
Benefit from deferred income taxes | (28) | (26) |
Share-based compensation | 10 | 3 |
Net loss on disposal of operations | 0 | 9 |
Non-cash foreign exchange loss | 8 | 17 |
Other, net | 4 | (3) |
Changes in operating assets and liabilities, net of effects from purchase of subsidiaries: | ||
Accounts receivable | (121) | (43) |
Fiduciary assets | (2,490) | (1,326) |
Fiduciary liabilities | 2,490 | 1,326 |
Other assets | (37) | 46 |
Other liabilities | (379) | (393) |
Provisions | 10 | 49 |
Net cash (used in)/from operating activities | (47) | 18 |
CASH FLOWS USED IN INVESTING ACTIVITIES | ||
Additions to fixed assets and software for internal use | (57) | (65) |
Capitalized software costs | (17) | (13) |
Acquisitions of operations, net of cash acquired | (1) | (5) |
Net proceeds from sale of operations | 0 | 4 |
Net cash used in investing activities | (75) | (79) |
CASH FLOWS FROM/(USED IN) FINANCING ACTIVITIES | ||
Net borrowings on revolving credit facility | 138 | 61 |
Repayments of debt | (1) | (21) |
Proceeds from issuance of shares | 22 | 11 |
Cash paid for employee taxes on withholding shares | 0 | (7) |
Dividends paid | (77) | (68) |
Net cash from/(used in) financing activities | 82 | (24) |
DECREASE IN CASH AND CASH EQUIVALENTS | (40) | (85) |
Effect of exchange rate changes on cash and cash equivalents | (1) | 9 |
CASH AND CASH EQUIVALENTS, BEGINNING OF PERIOD | 1,033 | 1,030 |
CASH AND CASH EQUIVALENTS, END OF PERIOD | $ 992 | $ 954 |
Condensed Consolidated Statem_3
Condensed Consolidated Statements of Changes in Equity (Unaudited) - USD ($) shares in Thousands, $ in Millions | Total | Shares outstanding [Member] | Ordinary shares and APIC [Member] | Retained earnings [Member] | Treasury shares [Member] | AOCL [Member] | [1] | Total WTW shareholders’ equity [Member] | Non-controlling interests [Member] | Redeemable noncontrolling interests [Member] | |
Equity, beginning balance at Dec. 31, 2017 | $ 10,249 | $ 10,538 | $ 1,104 | $ (3) | $ (1,513) | $ 10,126 | $ 123 | ||||
Equity, beginning balance (in shares) at Dec. 31, 2017 | 132,140 | ||||||||||
Temporary equity, beginning 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] | |||||||||||
Net income | 221 | 215 | 215 | 6 | |||||||
Net income, total | 221 | ||||||||||
Dividends declared | (79) | (79) | (79) | ||||||||
Other comprehensive income/(loss) | 84 | 83 | 83 | 1 | |||||||
Other comprehensive income, total | 84 | ||||||||||
Issuance of shares under employee stock compensation plans | 11 | 11 | 11 | ||||||||
Issue of shares under employee stock compensation plans (in shares) | 277 | ||||||||||
Share-based compensation and net settlements | 3 | 3 | 3 | ||||||||
Foreign currency translation | (4) | (4) | (4) | ||||||||
Equity, ending balance at Mar. 31, 2018 | 10,802 | 10,548 | 1,557 | (3) | (1,430) | 10,672 | 130 | ||||
Equity, ending balance (in shares) at Mar. 31, 2018 | 132,417 | ||||||||||
Temporary equity, ending balance at Mar. 31, 2018 | [2] | 28 | |||||||||
Equity, beginning balance at Dec. 31, 2018 | 9,971 | 10,615 | 1,201 | (3) | (1,961) | 9,852 | 119 | ||||
Equity, beginning balance (in shares) at Dec. 31, 2018 | 128,922 | ||||||||||
Temporary equity, beginning balance at Dec. 31, 2018 | [2] | 26 | |||||||||
Adoption of New Pronouncement (Accounting Standards Update 2018-02 [Member]) at Dec. 31, 2018 | 36 | (36) | |||||||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||||||||
Net income | 291 | 287 | 287 | 4 | |||||||
Net income, redeemable | [2] | 2 | |||||||||
Net income, total | 293 | ||||||||||
Dividends declared | (85) | (85) | (85) | ||||||||
Other comprehensive income/(loss) | 22 | 23 | 23 | (1) | |||||||
Other comprehensive income, total | 22 | ||||||||||
Issuance of shares under employee stock compensation plans | 22 | 22 | 22 | ||||||||
Issue of shares under employee stock compensation plans (in shares) | 289 | ||||||||||
Share-based compensation and net settlements | (7) | (7) | (7) | ||||||||
Equity, ending balance at Mar. 31, 2019 | $ 10,214 | $ 10,630 | $ 1,439 | $ (3) | $ (1,974) | $ 10,092 | $ 122 | ||||
Equity, ending balance (in shares) at Mar. 31, 2019 | 129,211 | ||||||||||
Temporary equity, ending balance at Mar. 31, 2019 | [2] | $ 28 | |||||||||
[1] | Accumulated other comprehensive loss, net of tax (‘AOCL’). | ||||||||||
[2] | The non-controlling interest is related to Max Matthiessen Holding AB. |
Condensed Consolidated Statem_4
Condensed Consolidated Statements of Changes in Equity (Unaudited) (Parenthetical) - $ / shares | 3 Months Ended | |
Mar. 31, 2019 | Mar. 31, 2018 | |
Statement Of Stockholders Equity [Abstract] | ||
Dividends declared per share | $ 0.65 | $ 0.60 |
Nature of Operations
Nature of Operations | 3 Months Ended |
Mar. 31, 2019 | |
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 servicing clients in more than 140 countries. 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. We believe our broad perspective allows us to see the critical intersections between talent, assets and ideas - the dynamic formula that drives business performance. |
Basis of Presentation and Recen
Basis of Presentation and Recent Accounting Pronouncements | 3 Months Ended |
Mar. 31, 2019 | |
Accounting Policies [Abstract] | |
Basis of Presentation and Recent Accounting Pronouncements | Note 2 Basis of Presentation The accompanying unaudited quarterly condensed consolidated financial statements of Willis Towers Watson and our subsidiaries are presented in accordance with the rules and regulations of the SEC for quarterly reports on Form 10-Q and therefore do not include all of the information and footnotes required by U.S. GAAP. In the opinion of management, these condensed consolidated financial statements reflect all adjustments, consisting of normal recurring adjustments, which are necessary for a fair presentation of the condensed consolidated financial statements and results for the interim periods. All intercompany accounts and transactions have been eliminated in consolidation. The condensed consolidated financial statements should be read together with the Company’s Annual Report on Form 10-K, filed with the SEC on February 27, 2019, and may be accessed via EDGAR on the SEC’s web site at www.sec.gov. The results of operations for the three months ended March 31, 2019 are not necessarily indicative of the results that can be expected for the entire year. The Company experiences seasonal fluctuations of its revenue. Revenue is typically higher during the Company’s first and fourth quarters due to the timing of broking-related activities. The results reflect certain estimates and assumptions made by management, including those estimates used in calculating acquisition consideration and fair value of tangible and intangible assets and liabilities, professional liability claims, estimated bonuses, valuation of billed and unbilled receivables, and anticipated tax liabilities that affect the amounts reported in the condensed consolidated financial statements and related notes. Recent Accounting Pronouncements Not Yet Adopted In January 2017, the FASB issued ASU No. 2017-04, Simplifying the Test for Goodwill Impairment financial statements upon adopting this ASU since the most recent Step 1 goodwill impairment test resulted in fair values in excess of carrying values for all reporting units at October 1, 2018. 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 U.S. 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 February 2016, the FASB issued ASU No. 2016-02, Leases Leases 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 , Changes to Accounting Policies As a result of the adoption of ASC 842 on January 1, 2019, we have updated our accounting policies for leases. These policies govern the recognition and accounting for leases in tandem with the Company’s option to elect certain practical expedients offered by ASC 842. These policies are consistent with the modified retrospective approach guidance and with those practical expedients offered by ASC 842 that we have elected to apply. Our lease policies for 2018 and prior reporting periods are reflected in the notes to our annual consolidated financial statements as filed on February 27, 2019, in our Annual Report on Form 10-K. Leases As an advisory, broking and solutions company providing services to clients in more than 140 countries, we enter into lease agreements from time to time, primarily for the use of real estate for our office space. We determine if an arrangement is a lease at the inception of the contract, and the nature of our operations is such that it is generally clear whether an arrangement contains a lease and what underlying asset is being leased. The majority of the leases into which we enter are operating leases. Upon entering into leases, we obtain the right to control the use of an identified space for a lease term and recognize these right-of-use (‘ROU’) assets on our condensed consolidated balance sheets with corresponding lease liabilities reflecting our obligation to make the related lease payments. ROU assets are amortized over the term of the lease. Our real estate leases are generally long-term in nature, with terms that typically range from 5 to 15 years. Our most significant lease supports our London market operations with a lease term through 2032. Our real estate leases often contain options to renew the lease, either through exercise of the option or through automatic renewal. Additionally, certain leases have options to cancel the lease with appropriate notice to the landlord prior to the end of the stated lease term. As we enter into new leases after the adoption of ASC 842, we will consider these options as we assess lease terms in our recognized ROU assets and lease liabilities. If we are reasonably certain to exercise an option to renew a lease, we include this period in our lease term. To the extent that we have the option to cancel a lease, we recognize our ROU assets and lease liabilities using the term that would result from using this earlier date. If a significant penalty is required to cancel the lease at an earlier date, we assess our lease term as ending at the point when no significant penalty would be due. In addition to payments for previously-agreed base rent, many of our lease agreements are subject to variable and unknown future payments, typically in the form of common area maintenance charges (a non-lease component as defined by ASC 842) or real estate taxes. These variable payments are excluded from our lease liabilities and ROU assets, and instead are recognized as lease expense within other operating expenses on the condensed consolidated statement of comprehensive income as the amounts are incurred. To the extent that we have agreed to fixed charges for common area maintenance or other non-lease components, or our base rent increases by an index or rate (most commonly an inflation rate), these amounts are included in the measurement of our lease liabilities and ROU assets. We have elected the practical expedient under ASC 842 which allows the lease and non-lease components to be combined in our measurement of lease liabilities and ROU assets. From time to time we may enter into subleases if we are unable to cancel or fully occupy a space and are able to find an appropriate subtenant. However, entering subleases is not a primary objective of our business operations and these arrangements represent an immaterial amount of cash flows. Because the discount rates implicit in our leases are generally not readily determinable, we are required to use judgment in the determination of the incremental borrowing rates to calculate the present values of our future lease payments. Since the majority of our debt is publicly-traded, our real estate function is centralized, and our treasury function is centralized and generally prohibits our subsidiaries from borrowing externally, we have determined it appropriate to use the Company’s consolidated unsecured borrowing rate, and adjust for collateralization in accordance with ASC 842. Using the resulting interest rate curves from publicly-traded debt at this collateralized borrowing rate, we select the interest rate at lease inception by reference to the lease term and lease currency. Over 90% of our leases are denominated in U.S. dollars, Pounds sterling or Euros. Our leases generally do not subject us to restrictive covenants and contain no residual value guarantees. |
Acquisitions
Acquisitions | 3 Months Ended |
Mar. 31, 2019 | |
Business Combinations [Abstract] | |
Acquisitions | Note 3 TRANZACT Acquisition On March 30, 2019, the Company entered into an agreement to acquire TRANZACT — Debt for further information) 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 deferred tax assets and liabilities is not yet complete. |
Revenue
Revenue | 3 Months Ended |
Mar. 31, 2019 | |
Revenue From Contract With Customer [Abstract] | |
Revenue | Note 4 Disaggregation of Revenue The Company reports revenue by segment in Note 5 — Three Months Ended March 31, HCB CRB IRR BDA Corporate (ii) Total 2019 2018 2019 2018 2019 2018 2019 2018 2019 2018 2019 2018 Broking $ 73 $ 76 $ 660 $ 664 $ 405 $ 391 $ 3 $ 4 $ — $ — $ 1,141 $ 1,135 Consulting (i) 580 577 31 44 114 117 — — 3 3 728 741 Outsourced administration (i) 123 132 27 23 2 — 132 118 — — 284 273 Other (i) 47 43 1 3 58 59 — — 1 1 107 106 Total revenues by service offering 823 828 719 734 579 567 135 122 4 4 2,260 2,255 Reimbursable expenses and other (ii) 14 14 — — 2 2 3 2 7 1 26 19 Total revenue from customer contracts $ 837 $ 842 $ 719 $ 734 $ 581 $ 569 $ 138 $ 124 $ 11 $ 5 $ 2,286 $ 2,274 Interest and other income (iii) 6 4 9 6 10 7 — — 1 1 26 18 Total revenue $ 843 $ 846 $ 728 $ 740 $ 591 $ 576 $ 138 $ 124 $ 12 $ 6 $ 2,312 $ 2,292 ______________ (i) Amounts presented for HCB Outsourced administration revenue include a correction of approximately $58 million of revenue that was previously classified as HCB Consulting revenue or HCB Other revenue in our quarterly report on Form 10-Q for the three months ended March 31, 2018. ( i i) Reimbursable expenses and other, as well as Corporate revenue, are excluded from segment revenue, but included in total revenue on the condensed consolidated statements of comprehensive income. ( i 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 approximately 5% of total revenue from customer contracts for the three months ended March 31, 2019 and 2018, respectively, have been included within the Other line in the tables above. The following table presents revenue by the geography where our work is performed for the three months ended March 31, 2019 and 2018. The reconciliation to total revenue on our condensed consolidated statements of comprehensive income and to segment revenue is shown in the table above. Three Months Ended March 31, HCB CRB IRR BDA Corporate Total 2019 2018 2019 2018 2019 2018 2019 2018 2019 2018 2019 2018 North America $ 471 $ 462 $ 220 $ 215 $ 164 $ 153 $ 135 $ 122 $ 4 $ 4 $ 994 $ 956 Great Britain 118 129 142 148 300 295 — — — — 560 572 Western Europe 155 154 239 239 69 71 — — — — 463 464 International 79 83 118 132 46 48 — — — — 243 263 Total revenue by geography $ 823 $ 828 $ 719 $ 734 $ 579 $ 567 $ 135 $ 122 $ 4 $ 4 $ 2,260 $ 2,255 Contract Balances The Company reports accounts receivable, net on the condensed 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 March 31, 2019 and December 31, 2018: March 31, 2019 December 31, 2018 Billed receivables, net of allowance for doubtful accounts of $44 million and $40 million $ 1,847 $ 1,702 Unbilled receivables 396 356 Current contract assets 247 321 Accounts receivable, net $ 2,490 $ 2,379 Non-current accounts receivable, net $ 17 $ 20 Non-current contract assets $ 6 $ 3 Deferred revenue $ 483 $ 448 During the three months ended March 31, 2019, revenue of approximately $242 million was recognized that was reflected as deferred revenue at December 31, 2018. During the three months ended March 31, 2019 , 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 March 31, 2019 or have been partially satisfied as of this date. The following table shows the expected timing for the satisfaction of the remaining performance obligations. This table does not include contract renewals nor variable consideration, which was excluded from the transaction prices in accordance with the guidance on constraining estimates of variable consideration. In addition, in accordance with ASC 606, Revenue From Contracts With Customers • Performance obligations which are part of a contract that has an original expected duration of less than one year, and • Performance obligations satisfied in accordance with ASC 606-10-55-18 (‘right to invoice’). Remainder of 2019 2020 2021 onward Total Revenue expected to be recognized on contracts as of March 31, 2019 $ 314 $ 341 $ 432 $ 1,087 Since most of the Company’s contracts are cancellable with less than one year’s notice, and have no substantive penalty for cancellation, the majority of the Company’s remaining performance obligations as of March 31, 2019 have been excluded from the table above. |
Segment Information
Segment Information | 3 Months Ended |
Mar. 31, 2019 | |
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 methods of achieving these strategies and related financial results. Management evaluates the performance of its segments and allocates resources to them based on net operating income on a pre-tax basis. The Company experiences seasonal fluctuations of its revenue. Revenue is typically higher during the Company’s first and fourth quarters due primarily to the timing of broking-related activities. The following table presents segment revenue and segment operating income for our reportable segments for the three months ended March 31, 2019 and 2018. Three Months Ended March 31, HCB CRB IRR BDA Total 2019 2018 2019 2018 2019 2018 2019 2018 2019 2018 Segment revenue $ 829 $ 832 $ 728 $ 740 $ 589 $ 574 $ 135 $ 122 $ 2,281 $ 2,268 Segment operating income/(loss) $ 204 $ 193 $ 127 $ 125 $ 252 $ 261 $ (21 ) $ (32 ) $ 562 $ 547 The following table presents a reconciliation of the information reported by segment to the Company’s condensed consolidated statement of comprehensive income amounts reported for the three months ended March 31, 2019 and 2018. Three Months Ended March 31, 2019 2018 Revenue: Total segment revenue $ 2,281 $ 2,268 Reimbursable expenses and other 31 24 Revenue $ 2,312 $ 2,292 Total segment operating income $ 562 $ 547 Amortization (127 ) (141 ) Transaction and integration expenses (6 ) (43 ) Unallocated, net (i) (70 ) (104 ) Income from operations 359 259 Interest expense (54 ) (51 ) Other income, net 55 56 Income from operations before income taxes $ 360 $ 264 (i) Includes certain costs, primarily related to corporate functions which are not directly related to the segments, and certain differences between budgeted expenses determined at the beginning of the year and actual expenses that we report for U.S. GAAP purposes. The Company does not currently provide asset information by reportable segment as it does not routinely evaluate the total asset position by segment. |
Income Taxes
Income Taxes | 3 Months Ended |
Mar. 31, 2019 | |
Income Tax Disclosure [Abstract] | |
Income Taxes | Note 6 — Income Taxes Provision for income taxes for the three months ended March 31, 2019 was $67 million compared to $43 million for the three months ended March 31, 2018. The effective tax rate was 18.8% for the three months ended March 31, 2019 and 16.3% for the three months ended March 31, 2018. These effective tax rates are calculated using extended values from our condensed consolidated statements of comprehensive income, and are therefore more precise tax rates than can be calculated from rounded values. The increase in the effective tax rate for the period ended March 31, 2019 compared to the period ended March 31, 2018 was primarily due to additional taxes on global intangible low-taxed income (GILTI). In 2017, 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 changed our assertion with respect to certain legacy Towers Watson subsidiaries. For those subsidiaries from which we were able to make a reasonable estimate of the tax effects of such repatriation, we recorded an estimate for foreign withholding and state income taxes. For all other subsidiaries, we continue to assert that the historical cumulative earnings have been reinvested indefinitely, and therefore do not provide deferred taxes on these amounts. The Company records valuation allowances against net deferred tax assets based on whether it is more likely than not that the deferred tax assets will be realized. We have liabilities for uncertain tax positions under ASC 740 of $48 million, excluding interest and penalties. The Company believes the outcomes that are reasonably possible within the next 12 months may result in a reduction in the liability for uncertain tax positions of approximately $1 million to $3 million, excluding interest and penalties. |
Goodwill and Other Intangible A
Goodwill and Other Intangible Assets | 3 Months Ended |
Mar. 31, 2019 | |
Goodwill And Intangible Assets Disclosure [Abstract] | |
Goodwill and Other Intangible Assets | Note 7 The components of goodwill are outlined below for the three months ended March 31, 2019: HCB CRB IRR BDA Total 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 Foreign exchange (6 ) (7 ) 4 — (9 ) Balance at March 31, 2019: Goodwill, gross 4,294 2,301 1,796 2,557 10,948 Accumulated impairment losses (130 ) (362 ) — — (492 ) Goodwill, net - March 31, 2019 $ 4,164 $ 1,939 $ 1,796 $ 2,557 $ 10,456 Other Intangible Assets The following table reflects changes in the net carrying amounts of the components of finite-lived intangible assets for the three months ended March 31, 2019: Balance at December 31, 2018 Intangible assets acquired Intangible assets disposed ASC 842 reclassification (i) Amortization Foreign exchange Balance at March 31, 2019 Client relationships $ 1,986 $ 3 $ (1 ) $ — $ (82 ) $ 3 $ 1,909 Management contracts 48 — — — (1 ) (2 ) 45 Software 328 — — — (32 ) 2 298 Trademark and trade name 920 — — — (11 ) — 909 Product 27 — — — (1 ) — 26 Favorable agreements 9 — — (9 ) — — — Total amortizable intangible assets $ 3,318 $ 3 $ (1 ) $ (9 ) $ (127 ) $ 3 $ 3,187 __________________ (i) We recorded amortization related to our finite-lived intangible assets of $127 million for the three months ended March 31, 2019; for the three months ended March 31, 2018, we recorded amortization related to our finite-lived intangible assets, exclusive of the amortization of our favorable lease agreements, of $141 million. Our acquired unfavorable lease agreement liabilities were $21 million at December 31, 2018 and are recorded in other non-current liabilities in the condensed consolidated balance sheet. On January 1, 2019, in accordance with ASC 842, we reclassified our unfavorable lease liabilities as a reduction to our right-of-use assets within our condensed consolidated balance sheet. The following table reflects the carrying value of finite-lived intangible assets and liabilities at March 31, 2019 and December 31, 2018: March 31, 2019 December 31, 2018 Gross carrying amount Accumulated amortization Gross carrying amount Accumulated amortization Client relationships $ 3,405 $ (1,496 ) $ 3,401 $ (1,415 ) Management contracts 60 (15 ) 63 (15 ) Software 754 (456 ) 749 (421 ) Trademark and trade name 1,052 (143 ) 1,052 (132 ) Product 36 (10 ) 36 (9 ) Favorable agreements (i) — — 14 (5 ) Other 2 (2 ) 3 (3 ) Total finite-lived assets $ 5,309 $ (2,122 ) $ 5,318 $ (2,000 ) Unfavorable agreements (i) $ — $ — $ 34 $ (13 ) Total finite-lived intangible liabilities $ — $ — $ 34 $ (13 ) __________________ (i) The weighted-average remaining life of amortizable intangible assets at March 31, 2019 was 13.8 years. The table below reflects the future estimated amortization expense for amortizable intangible assets for the remainder of 2019 and for subsequent years: Amortization Remainder of 2019 $ 353 2020 424 2021 347 2022 288 2023 239 Thereafter 1,536 Total $ 3,187 |
Derivative Financial Instrument
Derivative Financial Instruments | 3 Months Ended |
Mar. 31, 2019 | |
Derivative Instruments And Hedging Activities Disclosure [Abstract] | |
Derivative Financial Instruments | Note 8 We are exposed to certain foreign currency risks. Where possible, we identify exposures in our business that can be offset internally. Where no natural offset is identified, we may choose to enter into various derivative transactions. These instruments have the effect of reducing our exposure to unfavorable changes in foreign currency rates. The Company’s board of directors reviews and approves policies for managing each of these risks as summarized below. Additional information regarding our derivative financial instruments can be found in Note 10 — Fair Value Measurements and Note 15 — Accumulated Other Comprehensive Loss. Foreign Currency Risk Certain non-U.S. subsidiaries receive revenue and incur expenses in currencies other than their functional currency, and as a result, the foreign subsidiary’s functional currency revenue 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 condensed 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 March 31, 2019 and December 31, 2018 had total notional amounts of $414 million and $438 million, respectively, and had net fair value liabilities of $3 million and $15 million, respectively. At March 31, 2019, the Company estimates, based on current exchange rates, there will be $2 million of net derivative losses on forward exchange rates reclassified from accumulated other comprehensive loss into earnings within the next twelve months as the forecast transactions affect earnings. At March 31, 2019, our longest outstanding maturity was 1.7 years. The effects of the material derivative instruments that are designated as hedging instruments on the condensed consolidated statements of comprehensive income for the three months ended March 31, 2019 and 2018 are below. Amounts pertaining to the ineffective portion of hedging instruments and excluded from effectiveness testing were immaterial for the three months ended March 31, 2019 and 2018. Three Months Ended March 31, Gain recognized in OCI (effective element) 2019 2018 Forward exchange contracts $ 8 $ 15 Location of gain/(loss) reclassified from Accumulated OCL into income (effective element) Gain/(loss) reclassified from Accumulated OCL into income (effective element) 2019 2018 Revenue $ 1 $ — Salaries and benefits (5 ) — Other income, net — (11 ) $ (4 ) $ (11 ) We also enter into foreign currency transactions, primarily to hedge certain intercompany loans. These derivatives are not generally designated as hedging instruments, and at March 31, 2019 and December 31, 2018, we had notional amounts of $890 million and $909 million, respectively, and had a net fair value liability of $7 million and a net fair value asset of $3 million, respectively. The effects of derivatives that have not been designated as hedging instruments on the condensed consolidated statements of comprehensive income for the three months ended March 31, 2019 and 2018 are as follows: Loss recognized in income Three Months Ended March 31, Derivatives not designated as hedging instruments: Location of loss recognized in income 2019 2018 Forward exchange contracts Other income, net $ (10 ) $ (5 ) |
Debt
Debt | 3 Months Ended |
Mar. 31, 2019 | |
Debt Disclosure [Abstract] | |
Debt | Note 9 Current debt consists of the following: March 31, 2019 December 31, 2018 7.000% senior notes due 2019 $ 187 $ 186 Long-term debt consists of the following: March 31, 2019 December 31, 2018 Revolving $1.25 billion credit facility $ 269 $ 130 5.750% senior notes due 2021 498 498 3.500% senior notes due 2021 448 448 2.125% senior notes due 2022 (i) 604 615 4.625% senior notes due 2023 248 248 3.600% senior notes due 2024 646 645 4.400% senior notes due 2026 544 544 4.500% senior notes due 2028 595 595 6.125% senior notes due 2043 271 271 5.050% senior notes due 2048 395 395 $ 4,518 $ 4,389 (i) Notes issued in Euro (€540 million) At March 31, 2019 and December 31, 2018, we were in compliance with all financial covenants. One-Year Term Loan Commitment As part of the pending acquisition of TRANZACT, the Company has secured financing of up to $1.1 billion in the form of a one-year unsecured term loan. Borrowing will occur in conjunction with the closing of the acquisition, which is expected during the third quarter of 2019. Amounts outstanding under the term loan shall bear interest, at the option of the borrowers, at a rate equal to (a) LIBOR plus 0.75% to 1.375% for Eurocurrency Rate Loans or (b) the highest of (i) the Federal Funds Rate plus 0.5%, (ii) the ‘prime rate’ quoted by Bank of America, N.A., and (iii) LIBOR plus 1.00%, plus 0.00% to 0.375%, in each case, based upon the Company’s guaranteed senior-unsecured long-term debt rating. In addition, the Company will pay a commitment fee in an amount equal to 0.15% per annum on the undrawn portion of the commitments in respect of the term loan, which fee shall accrue from May 29, 2019 to, but excluding, the earlier to occur of the closing date of the acquisition or the termination of the term loan commitments. The term loan is pre-payable in part or in full prior to the maturity date at the Company’s discretion. Covenants and events of default are substantively the same as in our existing revolving credit facility. |
Fair Value Measurements
Fair Value Measurements | 3 Months Ended |
Mar. 31, 2019 | |
Fair Value Disclosures [Abstract] | |
Fair Value Measurements | Note 10 The Company has categorized its assets and liabilities that are measured at fair value on a recurring and non-recurring basis into a three-level fair value hierarchy, based on the reliability of the inputs used to determine fair value as follows: • Level 1: refers to fair values determined based on quoted market prices in active markets for identical assets; • Level 2: refers to fair values estimated using observable market-based inputs or unobservable inputs that are corroborated by market data; and • Level 3: includes fair values estimated using unobservable inputs that are not corroborated by market data. The following methods and assumptions were used by the Company in estimating its fair value disclosure for financial instruments: • Available-for-sale securities are classified as Level 1 because we use quoted market prices in determining the fair value of these securities. • Market values for our derivative instruments have been used to determine the fair value of forward foreign exchange contracts based on estimated amounts the Company would receive or have to pay to terminate the agreements, taking into account observable information about the current foreign currency forward rates. Such financial instruments are classified as Level 2 in the fair value hierarchy. • Contingent consideration payable is classified as Level 3, and we estimate fair value based on the likelihood and timing of achieving the relevant milestones of each arrangement, applying a probability assessment to each of the potential outcomes, and discounting the probability-weighted payout. Typically, milestones are based on revenue or Earnings Before Interest, Tax, Depreciation and Amortization (‘EBITDA’) growth for the acquired business. The following tables present our assets and liabilities measured at fair value on a recurring basis at March 31, 2019 and December 31, 2018: Fair Value Measurements on a Recurring Basis at March 31, 2019 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 $ 19 $ — $ — $ 19 Derivatives: Derivative financial instruments (i) Prepaid and other current assets and other non-current assets $ — $ 4 $ — $ 4 Liabilities: Contingent consideration: Contingent consideration (ii) Other current liabilities and other non-current liabilities $ — $ — $ 55 $ 55 Derivatives: Derivative financial instruments (i) Other current liabilities and other non-current liabilities $ — $ 14 $ — $ 14 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 (i) See Note 8 — Derivative Financial Instruments for further information on our derivative investments. (ii) Probability weightings are based on our knowledge of the past and planned performance of the acquired entity to which the contingent consideration applies. The weighted-average discount rates used on our material contingent consideration calculations were 9.90% and 9.92% at March 31, 2019 and December 31, 2018, 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) March 31, 2019 Balance at December 31, 2018 $ 51 Obligations assumed 4 Payments (1 ) Realized and unrealized gains — Foreign exchange 1 Balance at March 31, 2019 $ 55 There were no significant transfers between Levels 1, 2 or 3 in the three months ended March 31, 2019 and 2018, respectively. The following tables present our liabilities not measured at fair value on a recurring basis at March 31, 2019 and December 31, 2018: March 31, 2019 December 31, 2018 Carrying Value Fair Value Carrying Value Fair Value Liabilities: Current debt $ 187 $ 190 $ 186 $ 191 Long-term debt $ 4,518 $ 4,721 $ 4,389 $ 4,458 The carrying value of our revolving credit facility approximates its fair value. 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 | 3 Months Ended |
Mar. 31, 2019 | |
Compensation And Retirement Disclosure [Abstract] | |
Retirement Benefits | Note 11 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 U.S. and the U.K. We have also included disclosures related to defined benefit plans in certain other countries, including Canada, France, Germany and Ireland. Together, these disclosed funded and unfunded plans represent 99% of Willis Towers Watson’s pension and PRW obligations and are disclosed herein. Components of Net Periodic Benefit (Income)/Cost for Defined Benefit Pension and Post-retirement Welfare Plans The following table sets forth the components of net periodic benefit (income)/cost for the Company’s defined benefit pension and PRW plans for the three months ended March 31, 2019 and 2018: Three Months Ended March 31, 2019 2018 U.S. U.K. Other PRW U.S. U.K. Other PRW Service cost $ 16 $ 4 $ 5 $ — $ 16 $ 5 $ 5 $ — Interest cost 40 24 4 1 35 24 5 1 Expected return on plan assets (64 ) (63 ) (7 ) — (68 ) (78 ) (8 ) — Amortization of net loss 5 5 1 — 3 12 — — Amortization of prior service credit — (4 ) — (1 ) — (5 ) — — Net periodic benefit (income)/cost $ (3 ) $ (34 ) $ 3 $ — $ (14 ) $ (42 ) $ 2 $ 1 Employer Contributions to Defined Benefit Pension Plans The Company made no contributions to its U.S. plans for the three months ended March 31, 2019 and anticipates making $60 million in contributions over the remainder of the fiscal year. The Company made contributions of $18 million to its U.K. plans for the three months ended March 31, 2019 and anticipates making additional contributions of $58 million for the remainder of the fiscal year. The Company made contributions of $15 million to its other plans for the three months ended March 31, 2019 and anticipates making additional contributions of $7 million for the remainder of the fiscal year. Defined Contribution Plans The Company made contributions to its defined contribution plans of $41 million and $48 million during the three months ended March 31, 2019 and 2018, respectively. |
Leases
Leases | 3 Months Ended |
Mar. 31, 2019 | |
Leases [Abstract] | |
Leases | Note 12 On January 1, 2019, the Company adopted ASC 842. The adoption of this new guidance had a material impact to the amounts and classifications of certain lease-related balances within our condensed consolidated financial statements and accompanying note disclosures. The Company adopted the standard using the modified retrospective approach whereby it recognized a transition adjustment at the effective date of ASC 842, January 1, 2019, rather than at the beginning of the earliest comparative period presented. The adoption of ASC 842 resulted in an additional $1.2 billion of lease liabilities and $1.0 billion of ROU assets being recognized at January 1, 2019. Furthermore, we reflected additional deferred tax assets of $252 million and deferred tax liabilities of $252 million on the gross lease liabilities and gross ROU assets, respectively. There was no adjustment to retained earnings. Rather, all operating lease-related balances, such as deferred rent accruals and lease-related intangibles, reflected on our condensed consolidated balance sheet as of December 31, 2018 were reclassified as a reduction to the opening ROU asset balance in accordance with the new guidance on January 1, 2019. Likewise, existing deferred taxes on operating lease-related balances have been reclassified as a reduction to the deferred tax liabilities related to the ROU assets. • We assessed the transition practical expedients available under the guidance and, in addition to selecting the modified retrospective transition approach as noted above, we made the following elections: o Practical expedient package – We elected this package, and therefore did not reassess lease classifications 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 – As permitted under the transition rules, the Company did not revisit its estimate of lease terms upon transition to ASC 842. o Short-term lease exemption – We elected this exemption, and therefore did 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 condensed consolidated balance sheet. o Separation of lease and non-lease components – We 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 condensed consolidated financial statements. The following table presents amounts recorded on our condensed consolidated balance sheet at March 31, 2019, classified as either operating or finance leases. Operating leases are presented separately on our condensed consolidated balance sheet. For the finance leases, the ROU assets are included in fixed assets, net, and the liabilities are classified within other current liabilities or other non-current liabilities. Operating Leases Finance Leases Total Leases Right-of-use assets $ 946 $ 14 $ 960 Current lease liabilities 158 3 161 Long-term lease liabilities 961 25 986 The following table presents amounts recorded on our condensed consolidated statement of comprehensive income for the three months ended March 31, 2019: Three Months Ended March 31, 2019 Finance lease cost: Amortization of right-of-use assets $ 1 Interest on lease liabilities 1 Operating lease cost 48 Short-term lease cost — Variable lease cost 13 Sublease income (4 ) Total lease cost, net $ 59 The total lease cost is recognized in different locations in our condensed consolidated statement of comprehensive income. Amortization of the finance lease ROU assets is included in depreciation, while the interest cost component of these finance leases is included in interest expense. All other costs are included in other operating expenses. The Company had rent expense of $64 million, net of sublease income, for the three months ended March 31, 2018 related to operating leases classified within other operating expenses on our condensed consolidated statement of comprehensive income. Cash paid for amounts included in the measurement of lease liabilities for the three months ended March 31, 2019, as well as their location in the condensed consolidated statement of cash flows, is as follows: Three Months Ended March 31, 2019 Cash flows from operating activities: Operating leases $ 55 Finance leases 1 Cash flows from financing activities: Finance leases 1 Total lease payments $ 57 There were immaterial ROU assets acquired during the three months ended March 31, 2019. Our operating and finance leases have the following weighted-average terms and discount rates as of March 31, 2019: Operating Leases Finance Leases Weighted-average term 9.1 6.8 Weighted-discount rate 3.6 % 12.9 % The maturity of our lease liabilities on an undiscounted basis, including a reconciliation to the total lease liabilities reported on the condensed consolidated balance sheet as of March 31, 2019, is as follows: Operating Leases Finance Leases Total Leases Remainder of 2019 $ 147 $ 4 $ 151 2020 180 6 186 2021 160 6 166 2022 142 6 148 2023 132 6 138 Thereafter 552 14 566 Total future lease payments 1,313 42 1,355 Interest (194 ) (14 ) (208 ) Total lease liabilities $ 1,119 $ 28 $ 1,147 Prior to the adoption of ASC 842, on December 31, 2018, the maturity of our operating and finance leases on an undiscounted basis was as follows: Operating Leases Finance Leases Total Leases 2019 $ 197 $ 5 $ 202 2020 180 6 186 2021 159 6 165 2022 142 6 148 2023 131 6 137 Thereafter 542 14 556 Total future lease payments 1,351 43 1,394 Interest (202 ) (14 ) (216 ) Total lease liabilities $ 1,149 $ 29 $ 1,178 |
Commitments and Contingencies
Commitments and Contingencies | 3 Months Ended |
Mar. 31, 2019 | |
Commitments And Contingencies Disclosure [Abstract] | |
Commitments and Contingencies | Note 13 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 condensed 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. The terms of this insurance vary by policy year. Regarding self-insured risks, the Company has established provisions which are believed to be adequate in light of current information and legal advice, or, in certain cases, where a range of loss exists, the Company accrues the minimum amount in the range if no amount within the range is a better estimate than any other amount. The Company adjusts such provisions from time to time according to developments. See Note 14 for the amounts accrued at March 31, 2019 and December 31, 2018 in the condensed consolidated balance sheets. On the basis of current information, the Company does not expect that the actual claims, lawsuits and other proceedings to which it is subject, or potential claims, lawsuits, and other proceedings relating to matters of which it is aware, will ultimately have a material adverse effect on its financial condition, results of operations or liquidity. Nonetheless, given the large or indeterminate amounts sought in certain of these actions, and the inherent unpredictability of litigation and disputes with insurance companies, it is possible that an adverse outcome or settlement in certain matters could, from time to time, have a material adverse effect on the Company’s results of operations or cash flows in particular quarterly or annual periods. In addition, given the early stages of some litigation or regulatory proceedings described below, it may not be possible to predict their outcomes or resolutions, 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. The appeal is scheduled to be argued on May 8, 2019. 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, and on March 29, 2019, the parties completed briefing on the motions. The court heard argument on the motions on April 11, 2019 and reserved judgment . 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, and on March 21, 2019, the parties completed briefing on the motion. On April 23, 2019, the parties filed a Stipulation and Proposed Order Voluntarily Discontinuing Action providing for the dismissal of the action with prejudice, which the court entered on April 29, 2019. 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, inter alia , that the plaintiffs’ claims are precluded by the Securities Litigation Uniform Standards Act of 1998 (‘SLUSA’). On May 10, 2011, the court presiding over the Stanford-related actions in the Northern District of Texas entered an order providing that it would consider the applicability of SLUSA to the Stanford-related actions based on the decision in a separate Stanford action not involving a Willis entity, Roland v. Green 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, Ranni was transferred, for consolidation or coordination with other Stanford-related actions (including Troice ), to the Northern District of Texas by the U.S. Judicial Panel on Multidistrict Litigation (the ‘JPML’). The defendants have not yet responded to the complaint in Ranni . On August 26, 2014, the plaintiff filed a notice of voluntary dismissal of the action without prejudice. • Canabal, et al. v. Willis of Colorado, Inc., et al., C.A. No. 3:9-CV-1474-D, was filed on August 6, 2009 against Willis Group Holdings plc, Willis of Colorado, Inc. and the same Willis associate named as a defendant in Troice , among others, also in the Northern District of Texas. The complaint was filed individually and on behalf of a putative class of Venezuelan Stanford investors, alleged claims under Texas statutory and common law and sought damages in excess of $1 billion, punitive damages, attorneys’ fees and costs. On December 18, 2009, the parties in Troice and Canabal stipulated to the consolidation of those actions (under the Troice civil action number), and, on December 31, 2009, the plaintiffs in Canabal filed a notice of dismissal, dismissing the action without prejudice. • Rupert, et al. v. Winter, et al., Case No. 2009C115137, was filed on September 14, 2009 on behalf of 97 Stanford investors against Willis Group Holdings plc, Willis of Colorado, Inc. and the same Willis associate, among others, in Texas state court (Bexar County). The complaint alleges claims under the Securities Act of 1933, Texas and Colorado statutory law and Texas common law and seeks special, consequential and treble damages of more than $300 million, attorneys’ fees and costs. On October 20, 2009, certain defendants, including Willis of Colorado, Inc., (i) removed Rupert to the U.S. District Court for the Western District of Texas, (ii) notified the JPML of the pendency of this related action and (iii) moved to stay the action pending a determination by the JPML as to whether it should be transferred to the Northern District of Texas for consolidation or coordination with the other Stanford-related actions. On April 1, 2010, the JPML issued a final transfer order for the transfer of Rupert to the Northern District of Texas. On January 24, 2012, the court remanded Rupert to Texas state court (Bexar County), but stayed the action until further order of the court. On August 13, 2012, the plaintiffs filed a motion to lift the stay, which motion was denied by the court on September 16, 2014. On October 10, 2014, the plaintiffs appealed the court’s denial of their motion to lift the stay to the U.S. Court of Appeals for the Fifth Circuit. On January 5, 2015, the Fifth Circuit consolidated the appeal with the appeal in the Rishmague, et ano. v. Winter, et al. action discussed below, and the consolidated appeal, was fully briefed as of March 24, 2015. Oral argument on the consolidated appeal was held on September 2, 2015. On September 16, 2015, the Fifth Circuit affirmed. The defendants have not yet responded to the complaint in Rupert . • Casanova, et al. v. Willis of Colorado, Inc., et al., C.A. No. 3:10-CV-1862-O, was filed on September 16, 2010 on behalf of seven Stanford investors against Willis Group Holdings plc, Willis Limited, Willis of Colorado, Inc. and the same Willis associate, among others, also in the Northern District of Texas. The complaint alleges claims under Texas statutory and common law and seeks actual damages in excess of $5 million, punitive damages, attorneys’ fees and costs. On February 13, 2015, the parties filed an Agreed Motion for Partial Dismissal pursuant to which they agreed to the dismissal of certain claims pursuant to the motion to dismiss decisions in the Troice action discussed above and the Janvey action discussed below. Also on February 13, 2015, the defendants except Willis Group Holdings plc answered the complaint in the Casanova action. On June 19, 2015, Willis Group Holdings plc filed a motion to dismiss the complaint for lack of personal jurisdiction. Plaintiffs have not opposed the motion. • Rishmague, et ano. v. Winter, et al., Case No. 2011CI2585, was filed on March 11, 2011 on behalf of two Stanford investors, individually and as representatives of certain trusts, against Willis Group Holdings plc, Willis of Colorado, Inc., Willis of Texas, Inc. and the same Willis associate, among others, in Texas state court (Bexar County). The complaint alleges claims under Texas and Colorado statutory law and Texas common law and seeks special, consequential and treble damages of more than $ 37 million and attorneys’ fees and costs. On April 11, 2011, certain defendants, including Willis of Colorado, Inc., (i) removed Rishmague to the Western District of Texas, (ii) notified the JPML of the pendency of this related action and (iii) moved to stay the action pending a determination by the JPML as to whether it should be transferred to the Northern District of Texas for consolidation or coordination with the other Stanford-related actions. On August 8, 2011, the JPML issued a final transfer order for the transfer of Rishmague to the Northern District of Texas, where it is currently pending. On August 13, 2012, the plaintiffs joined with the plaintiffs in the Rupert action in their motion to lift the court’s stay of the Rupert action. On September 9, 2014, the court remanded Rishmague to Texas state court (Bexar County), but stayed the action until further order of the court and denied the plaintiffs’ motion to lift the stay. On October 10, 2014, the plaintiffs appealed the court’s denial of their motion to lift the stay to the Fifth Circuit. On January 5, 2015, the Fifth Circuit consolidated the appeal with the appeal in the Rupert action, and the consolidated appeal was fully briefed as of March 24, 2015. Oral argument on the consolidated appeal was held on September 2, 2015. On September 16, 2015, the Fifth Circuit affirmed. The defendants have not yet responded to the complaint in Rishmague . • MacArthur v. Winter, et al., Case No. 2013-07840, was filed on February 8, 2013 on behalf of two Stanford investors against Willis Group Holdings plc, Willis of Colorado, Inc., Willis of Texas, Inc. and the same Willis associate, among others, in Texas state court (Harris County). The complaint alleges claims under Texas and Colorado statutory law and Texas common law and seeks actual, special, consequential and treble damages of approximately $4 million and attorneys’ fees and costs. On March 29, 2013, Willis of Colorado, Inc. and Willis of Texas, Inc. (i) removed MacArthur to the U.S. District Court for the Southern District of Texas and (ii) notified the JPML of the pendency of this related action. On April 2, 2013, Willis of Colorado, Inc. and Willis of Texas, Inc. filed a motion in the Southern District of Texas to stay the action pending a determination by the JPML as to whether it should be transferred to the Northern District of Texas for consolidation or coordination with the other Stanford-related actions. Also on April 2, 2013, the court presiding over MacArthur in the Southern District of Texas transferred the action to the Northern District of Texas for consolidation or coordination with the other Stanford-related actions. On September 29, 2014, the parties stipulated to the remand (to Texas state court (Harris County)) and stay of MacArthur until further order of the court (in accordance with the court’s September 9, 2014 decision in Rishmague (discussed above)), which stipulation was ‘so ordered’ by the court on October 14, 2014. The defendants have not yet responded to the complaint in MacArthur . • Florida suits : On February 14, 2013, five lawsuits were filed against Willis Group Holdings plc, Willis Limited and Willis of Colorado, Inc. in Florida state court (Miami-Dade County), alleging violations of Florida common law. The five suits are: (1) Barbar, et al. v. Willis Group Holdings Public Limited Company, et al. , Case No. 13-05666CA27, filed on behalf of 35 Stanford investors seeking compensatory damages in excess of $30 million; (2) de Gadala-Maria, et al. v. Willis Group Holdings Public Limited Company, et al. , Case No. 13-05669CA30, filed on behalf of 64 Stanford investors seeking compensatory damages in excess of $83.5 million; (3) Ranni, et ano. v. Willis Group Holdings Public Limited Company, et al. , Case No. 13-05673CA06, filed on behalf of two Stanford investors seeking compensatory damages in excess of $3 million; (4) Tisminesky, et al. v. Willis Group Holdings Public Limited Company, et al. , Case No. 13-05676CA09, filed on behalf of 11 Stanford investors seeking compensatory damages in excess of $6.5 million; and (5) Zacarias, et al. v. Willis Group Holdings Public Limited Company, et al. , Case No. 13-05678CA11, filed on behalf of 10 Stanford investors seeking compensatory damages in excess of $12.5 million. On June 3, 2013, Willis of Colorado, Inc. removed all five cases to the Southern District of Florida and, on June 4, 2013, notified the JPML of the pendency of these related actions. On June 10, 2013, the court in Tisminesky issued an order sua sponte staying and administratively closing that action pending a determination by the JPML as to whether it should be transferred to the Northern District of Texas for consolidation and coordination with the other Stanford-related actions. On June 11, 2013, Willis of Colorado, Inc. moved to stay the other four actions pending the JPML’s transfer decision. On June 20, 2013, the JPML issued a conditional transfer order for the transfer of the five actions to the Northern District of Texas, the transmittal of which was stayed for 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 21 days Zacarias Tisminesky de Gadala-Maria Group Holdings plc was no longer named as a defendant). On September 11, 2015, the defendants filed motions to dismiss the amended complaints. The motions await disposition by the court. • Janvey, et al. v. Willis of Colorado, Inc., et al. , Case No. 3:13-CV-03980-D, was filed on October 1, 2013 also in the Northern District of Texas against Willis Group Holdings plc, Willis Limited, Willis North America Inc., Willis of Colorado, Inc. and the same Willis associate. The complaint was filed (i) by Ralph S. Janvey, in his capacity as Court-Appointed Receiver for the Stanford Receivership Estate, and the Official Stanford Investors Committee (the ‘OSIC’) against all defendants and (ii) on behalf of a putative, worldwide class of Stanford investors against Willis North America Inc. Plaintiffs Janvey and the OSIC allege claims under Texas common law and the court’s Amended Order Appointing Receiver, and the putative class plaintiffs allege claims under Texas statutory and common law. Plaintiffs seek actual damages in excess of $1 billion, punitive damages and costs. As alleged by the Stanford Receiver, the total amount of collective losses allegedly sustained by all investors in Stanford certificates of deposit is approximately $4.6 billion. On November 15, 2013, plaintiffs in Janvey 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 Martin . • Abel, et al. v. Willis of Colorado, Inc., et al ., C.A. No. 3:16-cv-2601, was filed on September 12, 2016, on behalf of more than 300 Stanford investors against Willis Group Holdings plc, Willis Limited, Willis of Colorado, Inc. and the same Willis associate, also in the Northern District of Texas. The complaint alleges claims under Texas statutory and common law and seeks actual damages in excess of $135 million, exemplary damages, attorneys’ fees and costs. On November 10, 2016, the plaintiffs filed an amended complaint, which, among other things, added several more Stanford investors as plaintiffs. The defendants have not yet responded to the complaint in Abel . The plaintiffs in Janvey 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, ‘Plaintiffs’), on the one hand, and Willis Towers Watson Public Limited Company (formerly Willis Group Holdings Public Limited Company), Willis Limited, Willis North America Inc., Willis of Colorado, Inc. and the Willis associate referenced above (collectively, ‘Defendants’), on the other hand. Under the terms of the Settlement Agreement, the parties agreed to settle and dismiss the Janvey Troice The Settlement Agreement also provides the parties’ agreement to seek the Court’s entry of bar orders prohibiting any continued or future litigation against the Defendants and their related parties of claims relating to Stanford, whether asserted to date or not. The terms of the bar orders therefore would prohibit all Stanford-related litigation described above, and not just the Actions, but including any pending matters and any actions that may be brought in the future. Final Court approval of these bar orders is a condition of the settlement. On September 7, 2016, Plaintiffs filed with the Court a motion to approve the settlement. On October 19, 2016, the Court preliminarily approved the settlement. Several of the plaintiffs in the other actions above objected to the settlement, and a hearing to consider final approval of the settlement was held on January 20, 2017, after which the Court reserved decision. On August 23, 2017, the Court approved the settlement, including the bar orders. Several of the objectors appealed the settlement approval and bar orders to the Fifth Circuit. The briefing related to the appeals is now completed and oral argument on the appeals was heard on December 3, 2018. There is no date certain for when the appeals will be decided. The Company will not make the $120 million settlement payment unless and until the appeals are decided in its favor and the settlement is not subject to any further appeal. Aviation Broking Competition Investigations In April 2017, the Financial Conduct Authority (‘FCA’) informed Willis Limited, our U.K. broking subsidiary, that it had opened a formal investigation into possible agreements/concerted practices in the aviation broking sector. In October 2017, the European Commission (‘Commission’) disclosed to us that it has initiated civil investigation proceedings in respect of a suspected infringement of E.U. competition rules involving several broking firms, including our princi |
Supplementary Information for C
Supplementary Information for Certain Balance Sheet Accounts | 3 Months Ended |
Mar. 31, 2019 | |
Organization Consolidation And Presentation Of Financial Statements [Abstract] | |
Supplementary Information for Certain Balance Sheet Accounts | Note 14 — Supplementary Information for Certain Balance Sheet Accounts Additional details of specific balance sheet accounts are detailed below. Deferred revenue and accrued expenses consist of the following: March 31, 2019 December 31, 2018 Accounts payable, accrued liabilities and deferred income $ 688 $ 691 Accrued discretionary and incentive compensation 327 758 Accrued vacation 143 111 Other employee-related liabilities 82 87 Total deferred revenue and accrued expenses $ 1,240 $ 1,647 Provision for liabilities consists of the following: March 31, 2019 December 31, 2018 Claims, lawsuits and other proceedings $ 460 $ 455 Other provisions 83 85 Total provision for liabilities $ 543 $ 540 Other non-current liabilities consists of the following: March 31, 2019 December 31, 2018 Incentives from lessors $ — $ 120 Deferred compensation plan liability 132 125 Contingent and deferred consideration on acquisitions 25 22 Liabilities for uncertain tax positions 48 46 Finance leases 25 26 Other non-current liabilities 66 90 Total other non-current liabilities $ 296 $ 429 |
Accumulated Other Comprehensive
Accumulated Other Comprehensive Loss | 3 Months Ended |
Mar. 31, 2019 | |
Equity [Abstract] | |
Accumulated Other Comprehensive Loss | Note 15 — Accumulated Other Comprehensive Loss Changes in accumulated other comprehensive loss, net of non-controlling interests, and net of tax are provided in the following tables for the three months ended March 31, 2019 and 2018. These tables exclude 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 2019 2018 2019 2018 2019 2018 2019 2018 Balance at December 31, 2018 and 2017, respectively $ (616 ) $ (365 ) $ (8 ) $ (10 ) $ (1,337 ) $ (1,138 ) $ (1,961 ) $ (1,513 ) Other comprehensive income/(loss) before reclassifications 9 58 6 9 1 (1 ) 16 66 Loss reclassified from accumulated other comprehensive loss (net of income tax benefit of $4 and $1, respectively) — — 5 10 2 7 7 17 Reclassification of tax effects per ASU 2018-02 (iii) — — — — (36 ) — (36 ) — Net current-period other comprehensive income/(loss) 9 58 11 19 (33 ) 6 (13 ) 83 Balance at March 31, 2019 and 2018, respectively $ (607 ) $ (307 ) $ 3 $ 9 $ (1,370 ) $ (1,132 ) $ (1,974 ) $ (1,430 ) (i) Reclassification adjustments from accumulated other comprehensive loss related to foreign currency translation and cash flow hedges are included in Revenue, Salaries and benefits, and Other income, net in the accompanying condensed consolidated statements of comprehensive income. See Note 8 — Derivative Financial Instruments for additional details regarding the reclassification adjustments for the hedge settlements. (ii) Reclassification adjustments from accumulated other comprehensive loss are included in the computation of net periodic pension cost (see Note 11 — Retirement Benefits). These components are included in Other income, net in the accompanying condensed consolidated statements of comprehensive income. (iii) On January 1, 2019, in accordance with ASU 2018-02, we reclassified to Retained earnings $36 million of defined pension and postretirement costs, representing the ‘stranded’ tax effect of the change in the U.S. federal corporate tax rate resulting from U.S. Tax Reform. See Note 2 — |
Earnings Per Share
Earnings Per Share | 3 Months Ended |
Mar. 31, 2019 | |
Earnings Per Share [Abstract] | |
Earnings Per Share | Note 16 — 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 March 31, 2019 and 2018, there were 0.3 million and 0.7 million time-based share options; 0.4 million and 0.6 million performance-based options; and 0.5 million and 0.7 million restricted performance-based stock units outstanding, respectively. The Company’s restricted time-based stock units were immaterial at March 31, 2019; there were 0.1 million restricted time-based stock units outstanding at March 31, 2018. In addition, the Company had 0.3 million performance-based phantom units outstanding at March 31, 2019; there were no phantom units outstanding at March 31, 2018. Basic and diluted earnings per share are as follows: Three Months Ended March 31, 2019 2018 Net income attributable to Willis Towers Watson $ 287 $ 215 Basic average number of shares outstanding 130 133 Dilutive effect of potentially issuable shares — — Diluted average number of shares outstanding 130 133 Basic earnings per share $ 2.21 $ 1.62 Dilutive effect of potentially issuable shares (0.01 ) (0.01 ) Diluted earnings per share $ 2.20 $ 1.61 There were no anti-dilutive options or restricted stock units for the three months ended March 31, 2019 and 2018. |
Financial Information for Issue
Financial Information for Issuers and Other Guarantor Subsidiaries | 3 Months Ended |
Mar. 31, 2019 | |
Condensed Financial Information Of Parent Company Only Disclosure [Abstract] | |
Financial Information for Issuers and Other Guarantor Subsidiaries | Note 17 — Financial Information for Issuers and Other Guarantor Subsidiaries As of March 31, 2019 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 17, 2011; b) Willis North America Inc. (‘Willis North America’) has approximately $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 approximately $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 $269 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 Holdings 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. As a result of an internal tax reorganization , , 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 that included in our Form 10-Q for the quarterly period ended March 31, 2018, 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 retains 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 (vii) The consolidated Company. Unaudited Condensed Consolidating Statement of Comprehensive Income Three months ended March 31, 2019 Willis Towers Watson plc Willis North America Trinity Acquisition plc Other guarantors Non-guarantors Eliminations Consolidated Revenue $ — $ 22 $ — $ — $ 2,290 $ — $ 2,312 Costs of providing services Salaries and benefits 1 15 — — 1,332 — 1,348 Other operating expenses 1 7 — 37 373 — 418 Depreciation — — — 1 53 — 54 Amortization — — — 1 126 — 127 Transaction and integration expenses — — — — 6 — 6 Total costs of providing services 2 22 — 39 1,890 — 1,953 (Loss)/income from operations (2 ) — — (39 ) 400 — 359 Intercompany (expense)/income — (12 ) 23 66 (77 ) — — Interest expense (7 ) (21 ) (22 ) — (4 ) — (54 ) Other income, net — — — — 55 — 55 (LOSS)/INCOME FROM OPERATIONS BEFORE INCOME TAXES (9 ) (33 ) 1 27 374 — 360 Benefit from/(provision for) income taxes — 7 (1 ) (4 ) (69 ) — (67 ) Equity account for subsidiaries 296 67 221 270 — (854 ) — NET INCOME 287 41 221 293 305 (854 ) 293 Income attributable to non-controlling interests — — — — (6 ) — (6 ) NET INCOME ATTRIBUTABLE TO WILLIS TOWERS WATSON $ 287 $ 41 $ 221 $ 293 $ 299 $ (854 ) $ 287 Comprehensive income before non- controlling interests $ 311 $ 19 $ 204 $ 317 $ 298 $ (834 ) $ 315 Comprehensive income attributable to non- controlling interests — — — — (5 ) — (5 ) Comprehensive income attributable to Willis Towers Watson $ 311 $ 19 $ 204 $ 317 $ 293 $ (834 ) $ 310 Unaudited Condensed Consolidating Statement of Comprehensive Income Three months ended March 31, 2018 Willis Towers Watson plc Willis North America Trinity Acquisition plc Other guarantors Non-guarantors Eliminations Consolidated Revenue $ — $ 6 $ — $ — $ 2,286 $ — $ 2,292 Costs of providing services Salaries and benefits 1 15 — — 1,361 — 1,377 Other operating expenses — 5 — 42 376 — 423 Depreciation — — — 1 48 — 49 Amortization — — — 1 140 — 141 Transaction and integration expenses — 5 — 1 37 — 43 Total costs of providing services 1 25 — 45 1,962 — 2,033 (Loss)/income from operations (1 ) (19 ) — (45 ) 324 — 259 Intercompany (expense)/income — (5 ) 30 92 (117 ) — — Interest expense (7 ) (11 ) (27 ) — (6 ) — (51 ) Other income, net — — — 1 55 — 56 (LOSS)/INCOME FROM OPERATIONS BEFORE INCOME TAXES (8 ) (35 ) 3 48 256 — 264 Benefit from/(provision for) income taxes — 5 (1 ) (8 ) (39 ) — (43 ) Equity account for subsidiaries 223 (7 ) 142 181 — (539 ) — NET INCOME/(LOSS) 215 (37 ) 144 221 217 (539 ) 221 Income attributable to non-controlling interests — — — — (6 ) — (6 ) NET INCOME/(LOSS) ATTRIBUTABLE TO WILLIS TOWERS WATSON $ 215 $ (37 ) $ 144 $ 221 $ 211 $ (539 ) $ 215 Comprehensive income/(loss) before non- controlling interests $ 298 $ (22 ) $ 226 $ 303 $ 338 $ (838 ) $ 305 Comprehensive income attributable to non- controlling interests — — — — (7 ) — (7 ) Comprehensive income/(loss) attributable to Willis Towers Watson $ 298 $ (22 ) $ 226 $ 303 $ 331 $ (838 ) $ 298 Unaudited Condensed Consolidating Balance Sheet As of March 31, 2019 Willis Towers Watson plc Willis North America Trinity Acquisition plc Other guarantors Non-guarantors Eliminations Consolidated ASSETS Cash and cash equivalents $ — $ — $ — $ — $ 992 $ — $ 992 Fiduciary assets — — — — 15,129 — 15,129 Accounts receivable, net — 28 — — 2,462 — 2,490 Prepaid and other current assets — 371 1 30 338 (331 ) 409 Total current assets — 399 1 30 18,921 (331 ) 19,020 Intercompany receivables, net 4,733 — 1,452 — — (6,185 ) — Fixed assets, net — — — 17 940 — 957 Goodwill — — — — 10,456 — 10,456 Other intangible assets, net — — — 57 3,187 (57 ) 3,187 Right-of-use assets — — — — 946 — 946 Pension benefits assets — — — — 833 — 833 Other non-current assets — 142 2 48 420 (118 ) 494 Total non-current assets 4,733 142 1,454 122 16,782 (6,360 ) 16,873 Investments in subsidiaries 5,952 6,401 2,526 7,947 — (22,826 ) — TOTAL ASSETS $ 10,685 $ 6,942 $ 3,981 $ 8,099 $ 35,703 $ (29,517 ) $ 35,893 LIABILITIES AND EQUITY Fiduciary liabilities $ — $ — $ — $ — $ 15,129 $ — $ 15,129 Deferred revenue and accrued expenses — — — 3 1,237 — 1,240 Current debt — 187 — — — — 187 Current lease liabilities — — — — 158 — 158 Other current liabilities 97 28 19 5 1,070 (279 ) 940 Total current liabilities 97 215 19 8 17,594 (279 ) 17,654 Intercompany payables, net — 748 — 4,709 728 (6,185 ) — Long-term debt 498 1,655 2,364 — 1 — 4,518 Liability for pension benefits — — — — 1,135 — 1,135 Deferred tax liabilities — — — — 662 (118 ) 544 Provision for liabilities — 120 — — 423 — 543 Long-term lease liabilities — — — — 961 — 961 Other non-current liabilities — 16 — 2 278 — 296 Total non-current liabilities 498 2,539 2,364 4,711 4,188 (6,303 ) 7,997 TOTAL LIABILITIES 595 2,754 2,383 4,719 21,782 (6,582 ) 25,651 REDEEMABLE NON-CONTROLLING INTEREST — — — — 28 — 28 EQUITY Total Willis Towers Watson shareholders’ equity 10,090 4,188 1,598 3,380 13,771 (22,935 ) 10,092 Non-controlling interests — — — — 122 — 122 Total equity 10,090 4,188 1,598 3,380 13,893 (22,935 ) 10,214 TOTAL LIABILITIES AND EQUITY $ 10,685 $ 6,942 $ 3,981 $ 8,099 $ 35,703 $ (29,517 ) $ 35,893 Unaudited 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 Current 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 Unaudited Condensed Consolidating Statement of Cash Flows Three months ended March 31, 2019 Willis Towers Watson plc Willis North America Trinity Acquisition plc Other guarantors Non-guarantors Eliminations Consolidated NET CASH FROM/(USED IN) OPERATING ACTIVITIES $ 38 $ (130 ) $ (31 ) $ (82 ) $ 158 $ — $ (47 ) CASH FLOWS FROM/(USED IN) INVESTING ACTIVITIES Additions to fixed assets and software for internal use — — — (1 ) (56 ) — (57 ) Capitalized software costs — — — — (17 ) — (17 ) Acquisitions of operations, net of cash acquired — — — — (1 ) — (1 ) Proceeds from/(repayments of) intercompany investing activities, net 17 111 (137 ) 78 (34 ) (35 ) — Net cash from/(used in) investing activities $ 17 $ 111 $ (137 ) $ 77 $ (108 ) $ (35 ) $ (75 ) CASH FLOWS (USED IN)/FROM FINANCING ACTIVITIES Net payments on revolving credit facility — 20 118 — — — 138 Repayments of debt — — — — (1 ) — (1 ) Proceeds from issuance of shares 22 — — — — — 22 Dividends paid (77 ) — — — — — (77 ) (Repayments of)/proceeds from intercompany financing activities, net — (1 ) 50 5 (89 ) 35 — Net cash (used in)/from financing activities $ (55 ) $ 19 $ 168 $ 5 $ (90 ) $ 35 $ 82 DECREASE IN CASH AND CASH EQUIVALENTS — — — — (40 ) — (40 ) Effect of exchange rate changes on cash and cash equivalents — — — — (1 ) — (1 ) CASH AND CASH EQUIVALENTS, BEGINNING OF PERIOD — — — — 1,033 — 1,033 CASH AND CASH EQUIVALENTS, END OF PERIOD $ — $ — $ — $ — $ 992 $ — $ 992 Unaudited Condensed Consolidating Statement of Cash Flows Three months ended March 31, 2018 Willis Towers Watson plc Willis North America Trinity Acquisition plc Other guarantors Non-guarantors Eliminations Consolidated NET CASH FROM/(USED IN) OPERATING ACTIVITIES $ 72 $ (98 ) $ (196 ) $ 245 $ 328 $ (333 ) $ 18 CASH FLOWS (USED IN)/FROM INVESTING ACTIVITIES Additions to fixed assets and software for internal use — — — (1 ) (64 ) — (65 ) Capitalized software costs — — — — (13 ) — (13 ) Acquisitions of operations, net of cash acquired — — — — (5 ) — (5 ) Net proceeds from sale of operations — — — — 4 — 4 (Repayments of)/proceeds from intercompany investing activities, net (17 ) 67 326 63 (195 ) (244 ) — Net cash (used in)/from investing activities $ (17 ) $ 67 $ 326 $ 62 $ (273 ) $ (244 ) $ (79 ) CASH FLOWS (USED IN)/FROM FINANCING ACTIVITIES Net borrowings on revolving credit facility — 55 6 — — — 61 Repayments of debt — — — — (21 ) — (21 ) Proceeds from issuance of shares 11 — — — — — 11 Cash paid for employee taxes on withholding shares — — — — (7 ) — (7 ) Dividends paid (68 ) — (332 ) (1 ) — 333 (68 ) (Repayments of)/proceeds from intercompany financing activities, net — (24 ) 196 (306 ) (110 ) 244 — Net cash (used in)/from financing activities $ (57 ) $ 31 $ (130 ) $ (307 ) $ (138 ) $ 577 $ (24 ) DECREASE IN CASH AND CASH EQUIVALENTS (2 ) — — — (83 ) — (85 ) Effect of exchange rate changes on cash and cash equivalents — — — — 9 — 9 CASH AND CASH EQUIVALENTS, BEGINNING OF PERIOD 2 — — 1 1,027 — 1,030 CASH AND CASH EQUIVALENTS, END OF PERIOD $ — $ — $ — $ 1 $ 953 $ — $ 954 |
Basis of Presentation and Rec_2
Basis of Presentation and Recent Accounting Pronouncements (Policies) | 3 Months Ended |
Mar. 31, 2019 | |
Accounting Policies [Abstract] | |
Basis of Presentation | Basis of Presentation The accompanying unaudited quarterly condensed consolidated financial statements of Willis Towers Watson and our subsidiaries are presented in accordance with the rules and regulations of the SEC for quarterly reports on Form 10-Q and therefore do not include all of the information and footnotes required by U.S. GAAP. In the opinion of management, these condensed consolidated financial statements reflect all adjustments, consisting of normal recurring adjustments, which are necessary for a fair presentation of the condensed consolidated financial statements and results for the interim periods. All intercompany accounts and transactions have been eliminated in consolidation. The condensed consolidated financial statements should be read together with the Company’s Annual Report on Form 10-K, filed with the SEC on February 27, 2019, and may be accessed via EDGAR on the SEC’s web site at www.sec.gov. The results of operations for the three months ended March 31, 2019 are not necessarily indicative of the results that can be expected for the entire year. The Company experiences seasonal fluctuations of its revenue. Revenue is typically higher during the Company’s first and fourth quarters due to the timing of broking-related activities. The results reflect certain estimates and assumptions made by management, including those estimates used in calculating acquisition consideration and fair value of tangible and intangible assets and liabilities, professional liability claims, estimated bonuses, valuation of billed and unbilled receivables, and anticipated tax liabilities that affect the amounts reported in the condensed consolidated financial statements and related notes. |
Recent Accounting Pronouncements | Recent Accounting Pronouncements Not Yet Adopted In January 2017, the FASB issued ASU No. 2017-04, Simplifying the Test for Goodwill Impairment financial statements upon adopting this ASU since the most recent Step 1 goodwill impairment test resulted in fair values in excess of carrying values for all reporting units at October 1, 2018. 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 U.S. 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 February 2016, the FASB issued ASU No. 2016-02, Leases Leases 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 , |
Leases | Leases As an advisory, broking and solutions company providing services to clients in more than 140 countries, we enter into lease agreements from time to time, primarily for the use of real estate for our office space. We determine if an arrangement is a lease at the inception of the contract, and the nature of our operations is such that it is generally clear whether an arrangement contains a lease and what underlying asset is being leased. The majority of the leases into which we enter are operating leases. Upon entering into leases, we obtain the right to control the use of an identified space for a lease term and recognize these right-of-use (‘ROU’) assets on our condensed consolidated balance sheets with corresponding lease liabilities reflecting our obligation to make the related lease payments. ROU assets are amortized over the term of the lease. Our real estate leases are generally long-term in nature, with terms that typically range from 5 to 15 years. Our most significant lease supports our London market operations with a lease term through 2032. Our real estate leases often contain options to renew the lease, either through exercise of the option or through automatic renewal. Additionally, certain leases have options to cancel the lease with appropriate notice to the landlord prior to the end of the stated lease term. As we enter into new leases after the adoption of ASC 842, we will consider these options as we assess lease terms in our recognized ROU assets and lease liabilities. If we are reasonably certain to exercise an option to renew a lease, we include this period in our lease term. To the extent that we have the option to cancel a lease, we recognize our ROU assets and lease liabilities using the term that would result from using this earlier date. If a significant penalty is required to cancel the lease at an earlier date, we assess our lease term as ending at the point when no significant penalty would be due. In addition to payments for previously-agreed base rent, many of our lease agreements are subject to variable and unknown future payments, typically in the form of common area maintenance charges (a non-lease component as defined by ASC 842) or real estate taxes. These variable payments are excluded from our lease liabilities and ROU assets, and instead are recognized as lease expense within other operating expenses on the condensed consolidated statement of comprehensive income as the amounts are incurred. To the extent that we have agreed to fixed charges for common area maintenance or other non-lease components, or our base rent increases by an index or rate (most commonly an inflation rate), these amounts are included in the measurement of our lease liabilities and ROU assets. We have elected the practical expedient under ASC 842 which allows the lease and non-lease components to be combined in our measurement of lease liabilities and ROU assets. From time to time we may enter into subleases if we are unable to cancel or fully occupy a space and are able to find an appropriate subtenant. However, entering subleases is not a primary objective of our business operations and these arrangements represent an immaterial amount of cash flows. Because the discount rates implicit in our leases are generally not readily determinable, we are required to use judgment in the determination of the incremental borrowing rates to calculate the present values of our future lease payments. Since the majority of our debt is publicly-traded, our real estate function is centralized, and our treasury function is centralized and generally prohibits our subsidiaries from borrowing externally, we have determined it appropriate to use the Company’s consolidated unsecured borrowing rate, and adjust for collateralization in accordance with ASC 842. Using the resulting interest rate curves from publicly-traded debt at this collateralized borrowing rate, we select the interest rate at lease inception by reference to the lease term and lease currency. Over 90% of our leases are denominated in U.S. dollars, Pounds sterling or Euros. Our leases generally do not subject us to restrictive covenants and contain no residual value guarantees. |
Basis of Presentation, Signific
Basis of Presentation, Significant Accounting Policies and Recent Accounting Pronouncements (Policies) | 3 Months Ended |
Mar. 31, 2019 | |
Accounting Policies [Abstract] | |
Fair Value of Financial Instruments | The Company has categorized its assets and liabilities that are measured at fair value on a recurring and non-recurring basis into a three-level fair value hierarchy, based on the reliability of the inputs used to determine fair value as follows: • Level 1: refers to fair values determined based on quoted market prices in active markets for identical assets; • Level 2: refers to fair values estimated using observable market-based inputs or unobservable inputs that are corroborated by market data; and • Level 3: includes fair values estimated using unobservable inputs that are not corroborated by market data. The following methods and assumptions were used by the Company in estimating its fair value disclosure for financial instruments: • Available-for-sale securities are classified as Level 1 because we use quoted market prices in determining the fair value of these securities. • Market values for our derivative instruments have been used to determine the fair value of forward foreign exchange contracts based on estimated amounts the Company would receive or have to pay to terminate the agreements, taking into account observable information about the current foreign currency forward rates. Such financial instruments are classified as Level 2 in the fair value hierarchy. • Contingent consideration payable is classified as Level 3, and we estimate fair value based on the likelihood and timing of achieving the relevant milestones of each arrangement, applying a probability assessment to each of the potential outcomes, and discounting the probability-weighted payout. Typically, milestones are based on revenue or Earnings Before Interest, Tax, Depreciation and Amortization (‘EBITDA’) growth for the acquired business. |
Revenue (Tables)
Revenue (Tables) | 3 Months Ended |
Mar. 31, 2019 | |
Revenue From Contract With Customer [Abstract] | |
Disaggregation of Revenue | The following table presents revenue by service offering and segment, as well as a reconciliation to total revenue for the three months ended March 31, 2019 and 2018. Along with reimbursable expenses and other, total revenue by service offering represents our revenue from customer contracts. Three Months Ended March 31, HCB CRB IRR BDA Corporate (ii) Total 2019 2018 2019 2018 2019 2018 2019 2018 2019 2018 2019 2018 Broking $ 73 $ 76 $ 660 $ 664 $ 405 $ 391 $ 3 $ 4 $ — $ — $ 1,141 $ 1,135 Consulting (i) 580 577 31 44 114 117 — — 3 3 728 741 Outsourced administration (i) 123 132 27 23 2 — 132 118 — — 284 273 Other (i) 47 43 1 3 58 59 — — 1 1 107 106 Total revenues by service offering 823 828 719 734 579 567 135 122 4 4 2,260 2,255 Reimbursable expenses and other (ii) 14 14 — — 2 2 3 2 7 1 26 19 Total revenue from customer contracts $ 837 $ 842 $ 719 $ 734 $ 581 $ 569 $ 138 $ 124 $ 11 $ 5 $ 2,286 $ 2,274 Interest and other income (iii) 6 4 9 6 10 7 — — 1 1 26 18 Total revenue $ 843 $ 846 $ 728 $ 740 $ 591 $ 576 $ 138 $ 124 $ 12 $ 6 $ 2,312 $ 2,292 ______________ (i) Amounts presented for HCB Outsourced administration revenue include a correction of approximately $58 million of revenue that was previously classified as HCB Consulting revenue or HCB Other revenue in our quarterly report on Form 10-Q for the three months ended March 31, 2018. ( i i) Reimbursable expenses and other, as well as Corporate revenue, are excluded from segment revenue, but included in total revenue on the condensed consolidated statements of comprehensive income. ( i 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 approximately 5% of total revenue from customer contracts for the three months ended March 31, 2019 and 2018, respectively, have been included within the Other line in the tables above. The following table presents revenue by the geography where our work is performed for the three months ended March 31, 2019 and 2018. The reconciliation to total revenue on our condensed consolidated statements of comprehensive income and to segment revenue is shown in the table above. Three Months Ended March 31, HCB CRB IRR BDA Corporate Total 2019 2018 2019 2018 2019 2018 2019 2018 2019 2018 2019 2018 North America $ 471 $ 462 $ 220 $ 215 $ 164 $ 153 $ 135 $ 122 $ 4 $ 4 $ 994 $ 956 Great Britain 118 129 142 148 300 295 — — — — 560 572 Western Europe 155 154 239 239 69 71 — — — — 463 464 International 79 83 118 132 46 48 — — — — 243 263 Total revenue by geography $ 823 $ 828 $ 719 $ 734 $ 579 $ 567 $ 135 $ 122 $ 4 $ 4 $ 2,260 $ 2,255 |
Contract with Customer, Asset and Liability | The Company reports accounts receivable, net on the condensed 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 March 31, 2019 and December 31, 2018: March 31, 2019 December 31, 2018 Billed receivables, net of allowance for doubtful accounts of $44 million and $40 million $ 1,847 $ 1,702 Unbilled receivables 396 356 Current contract assets 247 321 Accounts receivable, net $ 2,490 $ 2,379 Non-current accounts receivable, net $ 17 $ 20 Non-current contract assets $ 6 $ 3 Deferred revenue $ 483 $ 448 |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction | In addition, in accordance with ASC 606, Revenue From Contracts With Customers • Performance obligations which are part of a contract that has an original expected duration of less than one year, and • Performance obligations satisfied in accordance with ASC 606-10-55-18 (‘right to invoice’). Remainder of 2019 2020 2021 onward Total Revenue expected to be recognized on contracts as of March 31, 2019 $ 314 $ 341 $ 432 $ 1,087 |
Segment Information (Tables)
Segment Information (Tables) | 3 Months Ended |
Mar. 31, 2019 | |
Segment Reporting [Abstract] | |
Schedule of Segment Reporting Information, by Segment | The following table presents segment revenue and segment operating income for our reportable segments for the three months ended March 31, 2019 and 2018. Three Months Ended March 31, HCB CRB IRR BDA Total 2019 2018 2019 2018 2019 2018 2019 2018 2019 2018 Segment revenue $ 829 $ 832 $ 728 $ 740 $ 589 $ 574 $ 135 $ 122 $ 2,281 $ 2,268 Segment operating income/(loss) $ 204 $ 193 $ 127 $ 125 $ 252 $ 261 $ (21 ) $ (32 ) $ 562 $ 547 |
Net Operating Income of the Reported Segments | The following table presents a reconciliation of the information reported by segment to the Company’s condensed consolidated statement of comprehensive income amounts reported for the three months ended March 31, 2019 and 2018. Three Months Ended March 31, 2019 2018 Revenue: Total segment revenue $ 2,281 $ 2,268 Reimbursable expenses and other 31 24 Revenue $ 2,312 $ 2,292 Total segment operating income $ 562 $ 547 Amortization (127 ) (141 ) Transaction and integration expenses (6 ) (43 ) Unallocated, net (i) (70 ) (104 ) Income from operations 359 259 Interest expense (54 ) (51 ) Other income, net 55 56 Income from operations before income taxes $ 360 $ 264 (i) Includes certain costs, primarily related to corporate functions which are not directly related to the segments, and certain differences between budgeted expenses determined at the beginning of the year and actual expenses that we report for U.S. GAAP purposes. |
Goodwill and Other Intangible_2
Goodwill and Other Intangible Assets (Tables) | 3 Months Ended |
Mar. 31, 2019 | |
Goodwill And Intangible Assets Disclosure [Abstract] | |
Components of Goodwill | The components of goodwill are outlined below for the three months ended March 31, 2019: HCB CRB IRR BDA Total 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 Foreign exchange (6 ) (7 ) 4 — (9 ) Balance at March 31, 2019: Goodwill, gross 4,294 2,301 1,796 2,557 10,948 Accumulated impairment losses (130 ) (362 ) — — (492 ) Goodwill, net - March 31, 2019 $ 4,164 $ 1,939 $ 1,796 $ 2,557 $ 10,456 |
Changes in the Net Carrying Amount of the Components of Finite-Lived Intangible Assets | The following table reflects changes in the net carrying amounts of the components of finite-lived intangible assets for the three months ended March 31, 2019: Balance at December 31, 2018 Intangible assets acquired Intangible assets disposed ASC 842 reclassification (i) Amortization Foreign exchange Balance at March 31, 2019 Client relationships $ 1,986 $ 3 $ (1 ) $ — $ (82 ) $ 3 $ 1,909 Management contracts 48 — — — (1 ) (2 ) 45 Software 328 — — — (32 ) 2 298 Trademark and trade name 920 — — — (11 ) — 909 Product 27 — — — (1 ) — 26 Favorable agreements 9 — — (9 ) — — — Total amortizable intangible assets $ 3,318 $ 3 $ (1 ) $ (9 ) $ (127 ) $ 3 $ 3,187 __________________ (i) |
Schedule of Carrying Values of Finite-Lived Intangible Assets and Liabilities | The following table reflects the carrying value of finite-lived intangible assets and liabilities at March 31, 2019 and December 31, 2018: March 31, 2019 December 31, 2018 Gross carrying amount Accumulated amortization Gross carrying amount Accumulated amortization Client relationships $ 3,405 $ (1,496 ) $ 3,401 $ (1,415 ) Management contracts 60 (15 ) 63 (15 ) Software 754 (456 ) 749 (421 ) Trademark and trade name 1,052 (143 ) 1,052 (132 ) Product 36 (10 ) 36 (9 ) Favorable agreements (i) — — 14 (5 ) Other 2 (2 ) 3 (3 ) Total finite-lived assets $ 5,309 $ (2,122 ) $ 5,318 $ (2,000 ) Unfavorable agreements (i) $ — $ — $ 34 $ (13 ) Total finite-lived intangible liabilities $ — $ — $ 34 $ (13 ) |
Schedule of Finite-Lived Intangible Assets, Future Amortization Expense | The table below reflects the future estimated amortization expense for amortizable intangible assets for the remainder of 2019 and for subsequent years: Amortization Remainder of 2019 $ 353 2020 424 2021 347 2022 288 2023 239 Thereafter 1,536 Total $ 3,187 |
Derivative Financial Instrume_2
Derivative Financial Instruments (Tables) | 3 Months Ended |
Mar. 31, 2019 | |
Derivative Instruments And Hedging Activities Disclosure [Abstract] | |
Schedule of Derivative Instruments Designated As Hedging Instrument Effect on Other Comprehensive Income (Loss) | The effects of the material derivative instruments that are designated as hedging instruments on the condensed consolidated statements of comprehensive income for the three months ended March 31, 2019 and 2018 are below Three Months Ended March 31, Gain recognized in OCI (effective element) 2019 2018 Forward exchange contracts $ 8 $ 15 Location of gain/(loss) reclassified from Accumulated OCL into income (effective element) Gain/(loss) reclassified from Accumulated OCL into income (effective element) 2019 2018 Revenue $ 1 $ — Salaries and benefits (5 ) — Other income, net — (11 ) $ (4 ) $ (11 ) |
Schedule of Derivative Instruments, Effect on Other Comprehensive Income (Loss) | The effects of derivatives that have not been designated as hedging instruments on the condensed consolidated statements of comprehensive income for the three months ended March 31, 2019 and 2018 are as follows: Loss recognized in income Three Months Ended March 31, Derivatives not designated as hedging instruments: Location of loss recognized in income 2019 2018 Forward exchange contracts Other income, net $ (10 ) $ (5 ) |
Debt (Tables)
Debt (Tables) | 3 Months Ended |
Mar. 31, 2019 | |
Debt Disclosure [Abstract] | |
Schedule of Debt | Current debt consists of the following: March 31, 2019 December 31, 2018 7.000% senior notes due 2019 $ 187 $ 186 Long-term debt consists of the following: March 31, 2019 December 31, 2018 Revolving $1.25 billion credit facility $ 269 $ 130 5.750% senior notes due 2021 498 498 3.500% senior notes due 2021 448 448 2.125% senior notes due 2022 (i) 604 615 4.625% senior notes due 2023 248 248 3.600% senior notes due 2024 646 645 4.400% senior notes due 2026 544 544 4.500% senior notes due 2028 595 595 6.125% senior notes due 2043 271 271 5.050% senior notes due 2048 395 395 $ 4,518 $ 4,389 (i) Notes issued in Euro (€540 million) |
Fair Value Measurements (Tables
Fair Value Measurements (Tables) | 3 Months Ended |
Mar. 31, 2019 | |
Fair Value Disclosures [Abstract] | |
Schedule of Assets and Liabilities Measured at Fair Value on Recurring Basis | The following tables present our assets and liabilities measured at fair value on a recurring basis at March 31, 2019 and December 31, 2018: Fair Value Measurements on a Recurring Basis at March 31, 2019 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 $ 19 $ — $ — $ 19 Derivatives: Derivative financial instruments (i) Prepaid and other current assets and other non-current assets $ — $ 4 $ — $ 4 Liabilities: Contingent consideration: Contingent consideration (ii) Other current liabilities and other non-current liabilities $ — $ — $ 55 $ 55 Derivatives: Derivative financial instruments (i) Other current liabilities and other non-current liabilities $ — $ 14 $ — $ 14 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 (i) See Note 8 — Derivative Financial Instruments for further information on our derivative investments. (ii) Probability weightings are based on our knowledge of the past and planned performance of the acquired entity to which the contingent consideration applies. The weighted-average discount rates used on our material contingent consideration calculations were 9.90% and 9.92% at March 31, 2019 and December 31, 2018, 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) March 31, 2019 Balance at December 31, 2018 $ 51 Obligations assumed 4 Payments (1 ) Realized and unrealized gains — Foreign exchange 1 Balance at March 31, 2019 $ 55 |
Schedule of Liabilities Whose Carrying Values Differ From the Fair Value and are Not Measured on a Recurring Basis | The following tables present our liabilities not measured at fair value on a recurring basis at March 31, 2019 and December 31, 2018: March 31, 2019 December 31, 2018 Carrying Value Fair Value Carrying Value Fair Value Liabilities: Current debt $ 187 $ 190 $ 186 $ 191 Long-term debt $ 4,518 $ 4,721 $ 4,389 $ 4,458 |
Retirement Benefits (Tables)
Retirement Benefits (Tables) | 3 Months Ended |
Mar. 31, 2019 | |
Compensation And Retirement Disclosure [Abstract] | |
Schedule of Net Periodic Benefit Cost | The following table sets forth the components of net periodic benefit (income)/cost for the Company’s defined benefit pension and PRW plans for the three months ended March 31, 2019 and 2018: Three Months Ended March 31, 2019 2018 U.S. U.K. Other PRW U.S. U.K. Other PRW Service cost $ 16 $ 4 $ 5 $ — $ 16 $ 5 $ 5 $ — Interest cost 40 24 4 1 35 24 5 1 Expected return on plan assets (64 ) (63 ) (7 ) — (68 ) (78 ) (8 ) — Amortization of net loss 5 5 1 — 3 12 — — Amortization of prior service credit — (4 ) — (1 ) — (5 ) — — Net periodic benefit (income)/cost $ (3 ) $ (34 ) $ 3 $ — $ (14 ) $ (42 ) $ 2 $ 1 |
Leases (Tables)
Leases (Tables) | 3 Months Ended |
Mar. 31, 2019 | |
Leases [Abstract] | |
Schedule of Lease | The following table presents amounts recorded on our condensed consolidated balance sheet at March 31, 2019, classified as either operating or finance leases. Operating leases are presented separately on our condensed consolidated balance sheet. For the finance leases, the ROU assets are included in fixed assets, net, and the liabilities are classified within other current liabilities or other non-current liabilities. Operating Leases Finance Leases Total Leases Right-of-use assets $ 946 $ 14 $ 960 Current lease liabilities 158 3 161 Long-term lease liabilities 961 25 986 |
Schedule of Amount Recorded in Condensed Consolidated Statement of Comprehensive Income | The following table presents amounts recorded on our condensed consolidated statement of comprehensive income for the three months ended March 31, 2019: Three Months Ended March 31, 2019 Finance lease cost: Amortization of right-of-use assets $ 1 Interest on lease liabilities 1 Operating lease cost 48 Short-term lease cost — Variable lease cost 13 Sublease income (4 ) Total lease cost, net $ 59 |
Schedule of Cash Paid in the Measurement of Lease Liabilities | Cash paid for amounts included in the measurement of lease liabilities for the three months ended March 31, 2019, as well as their location in the condensed consolidated statement of cash flows, is as follows: Three Months Ended March 31, 2019 Cash flows from operating activities: Operating leases $ 55 Finance leases 1 Cash flows from financing activities: Finance leases 1 Total lease payments $ 57 |
Schedule of Weighted Average Term and Discount Rates | Our operating and finance leases have the following weighted-average terms and discount rates as of March 31, 2019: Operating Leases Finance Leases Weighted-average term 9.1 6.8 Weighted-discount rate 3.6 % 12.9 % |
Schedule of Maturity of Operating and Finance Leases Liabilities | The maturity of our lease liabilities on an undiscounted basis, including a reconciliation to the total lease liabilities reported on the condensed consolidated balance sheet as of March 31, 2019, is as follows: Operating Leases Finance Leases Total Leases Remainder of 2019 $ 147 $ 4 $ 151 2020 180 6 186 2021 160 6 166 2022 142 6 148 2023 132 6 138 Thereafter 552 14 566 Total future lease payments 1,313 42 1,355 Interest (194 ) (14 ) (208 ) Total lease liabilities $ 1,119 $ 28 $ 1,147 Prior to the adoption of ASC 842, on December 31, 2018, the maturity of our operating and finance leases on an undiscounted basis was as follows: Operating Leases Finance Leases Total Leases 2019 $ 197 $ 5 $ 202 2020 180 6 186 2021 159 6 165 2022 142 6 148 2023 131 6 137 Thereafter 542 14 556 Total future lease payments 1,351 43 1,394 Interest (202 ) (14 ) (216 ) Total lease liabilities $ 1,149 $ 29 $ 1,178 |
Supplementary Information for_2
Supplementary Information for Certain Balance Sheet Accounts (Tables) | 3 Months Ended |
Mar. 31, 2019 | |
Organization Consolidation And Presentation Of Financial Statements [Abstract] | |
Schedule of Accounts Payable and Accrued Liabilities | Deferred revenue and accrued expenses consist of the following: March 31, 2019 December 31, 2018 Accounts payable, accrued liabilities and deferred income $ 688 $ 691 Accrued discretionary and incentive compensation 327 758 Accrued vacation 143 111 Other employee-related liabilities 82 87 Total deferred revenue and accrued expenses $ 1,240 $ 1,647 |
Provisions for Liabilities | Provision for liabilities consists of the following: March 31, 2019 December 31, 2018 Claims, lawsuits and other proceedings $ 460 $ 455 Other provisions 83 85 Total provision for liabilities $ 543 $ 540 |
Schedule of Other Non-current Liabilities | Other non-current liabilities consists of the following: March 31, 2019 December 31, 2018 Incentives from lessors $ — $ 120 Deferred compensation plan liability 132 125 Contingent and deferred consideration on acquisitions 25 22 Liabilities for uncertain tax positions 48 46 Finance leases 25 26 Other non-current liabilities 66 90 Total other non-current liabilities $ 296 $ 429 |
Accumulated Other Comprehensi_2
Accumulated Other Comprehensive Loss (Tables) | 3 Months Ended |
Mar. 31, 2019 | |
Equity [Abstract] | |
Schedule of Accumulated Other Comprehensive Income (Loss) | Changes in accumulated other comprehensive loss, net of non-controlling interests, and net of tax are provided in the following tables for the three months ended March 31, 2019 and 2018. These tables exclude 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 2019 2018 2019 2018 2019 2018 2019 2018 Balance at December 31, 2018 and 2017, respectively $ (616 ) $ (365 ) $ (8 ) $ (10 ) $ (1,337 ) $ (1,138 ) $ (1,961 ) $ (1,513 ) Other comprehensive income/(loss) before reclassifications 9 58 6 9 1 (1 ) 16 66 Loss reclassified from accumulated other comprehensive loss (net of income tax benefit of $4 and $1, respectively) — — 5 10 2 7 7 17 Reclassification of tax effects per ASU 2018-02 (iii) — — — — (36 ) — (36 ) — Net current-period other comprehensive income/(loss) 9 58 11 19 (33 ) 6 (13 ) 83 Balance at March 31, 2019 and 2018, respectively $ (607 ) $ (307 ) $ 3 $ 9 $ (1,370 ) $ (1,132 ) $ (1,974 ) $ (1,430 ) (i) Reclassification adjustments from accumulated other comprehensive loss related to foreign currency translation and cash flow hedges are included in Revenue, Salaries and benefits, and Other income, net in the accompanying condensed consolidated statements of comprehensive income. See Note 8 — Derivative Financial Instruments for additional details regarding the reclassification adjustments for the hedge settlements. (ii) Reclassification adjustments from accumulated other comprehensive loss are included in the computation of net periodic pension cost (see Note 11 — Retirement Benefits). These components are included in Other income, net in the accompanying condensed consolidated statements of comprehensive income. (iii) On January 1, 2019, in accordance with ASU 2018-02, we reclassified to Retained earnings $36 million of defined pension and postretirement costs, representing the ‘stranded’ tax effect of the change in the U.S. federal corporate tax rate resulting from U.S. Tax Reform. See Note 2 — |
Earnings Per Share (Tables)
Earnings Per Share (Tables) | 3 Months Ended |
Mar. 31, 2019 | |
Earnings Per Share [Abstract] | |
Schedule of Basic and Diluted Earnings Per Share | Basic and diluted earnings per share are as follows: Three Months Ended March 31, 2019 2018 Net income attributable to Willis Towers Watson $ 287 $ 215 Basic average number of shares outstanding 130 133 Dilutive effect of potentially issuable shares — — Diluted average number of shares outstanding 130 133 Basic earnings per share $ 2.21 $ 1.62 Dilutive effect of potentially issuable shares (0.01 ) (0.01 ) Diluted earnings per share $ 2.20 $ 1.61 |
Financial Information for Iss_2
Financial Information for Issuers and Other Guarantor Subsidiaries (Tables) | 3 Months Ended |
Mar. 31, 2019 | |
Condensed Financial Information Of Parent Company Only Disclosure [Abstract] | |
Unaudited Condensed Consolidated Statement of Comprehensive Income | Unaudited Condensed Consolidating Statement of Comprehensive Income Three months ended March 31, 2019 Willis Towers Watson plc Willis North America Trinity Acquisition plc Other guarantors Non-guarantors Eliminations Consolidated Revenue $ — $ 22 $ — $ — $ 2,290 $ — $ 2,312 Costs of providing services Salaries and benefits 1 15 — — 1,332 — 1,348 Other operating expenses 1 7 — 37 373 — 418 Depreciation — — — 1 53 — 54 Amortization — — — 1 126 — 127 Transaction and integration expenses — — — — 6 — 6 Total costs of providing services 2 22 — 39 1,890 — 1,953 (Loss)/income from operations (2 ) — — (39 ) 400 — 359 Intercompany (expense)/income — (12 ) 23 66 (77 ) — — Interest expense (7 ) (21 ) (22 ) — (4 ) — (54 ) Other income, net — — — — 55 — 55 (LOSS)/INCOME FROM OPERATIONS BEFORE INCOME TAXES (9 ) (33 ) 1 27 374 — 360 Benefit from/(provision for) income taxes — 7 (1 ) (4 ) (69 ) — (67 ) Equity account for subsidiaries 296 67 221 270 — (854 ) — NET INCOME 287 41 221 293 305 (854 ) 293 Income attributable to non-controlling interests — — — — (6 ) — (6 ) NET INCOME ATTRIBUTABLE TO WILLIS TOWERS WATSON $ 287 $ 41 $ 221 $ 293 $ 299 $ (854 ) $ 287 Comprehensive income before non- controlling interests $ 311 $ 19 $ 204 $ 317 $ 298 $ (834 ) $ 315 Comprehensive income attributable to non- controlling interests — — — — (5 ) — (5 ) Comprehensive income attributable to Willis Towers Watson $ 311 $ 19 $ 204 $ 317 $ 293 $ (834 ) $ 310 Unaudited Condensed Consolidating Statement of Comprehensive Income Three months ended March 31, 2018 Willis Towers Watson plc Willis North America Trinity Acquisition plc Other guarantors Non-guarantors Eliminations Consolidated Revenue $ — $ 6 $ — $ — $ 2,286 $ — $ 2,292 Costs of providing services Salaries and benefits 1 15 — — 1,361 — 1,377 Other operating expenses — 5 — 42 376 — 423 Depreciation — — — 1 48 — 49 Amortization — — — 1 140 — 141 Transaction and integration expenses — 5 — 1 37 — 43 Total costs of providing services 1 25 — 45 1,962 — 2,033 (Loss)/income from operations (1 ) (19 ) — (45 ) 324 — 259 Intercompany (expense)/income — (5 ) 30 92 (117 ) — — Interest expense (7 ) (11 ) (27 ) — (6 ) — (51 ) Other income, net — — — 1 55 — 56 (LOSS)/INCOME FROM OPERATIONS BEFORE INCOME TAXES (8 ) (35 ) 3 48 256 — 264 Benefit from/(provision for) income taxes — 5 (1 ) (8 ) (39 ) — (43 ) Equity account for subsidiaries 223 (7 ) 142 181 — (539 ) — NET INCOME/(LOSS) 215 (37 ) 144 221 217 (539 ) 221 Income attributable to non-controlling interests — — — — (6 ) — (6 ) NET INCOME/(LOSS) ATTRIBUTABLE TO WILLIS TOWERS WATSON $ 215 $ (37 ) $ 144 $ 221 $ 211 $ (539 ) $ 215 Comprehensive income/(loss) before non- controlling interests $ 298 $ (22 ) $ 226 $ 303 $ 338 $ (838 ) $ 305 Comprehensive income attributable to non- controlling interests — — — — (7 ) — (7 ) Comprehensive income/(loss) attributable to Willis Towers Watson $ 298 $ (22 ) $ 226 $ 303 $ 331 $ (838 ) $ 298 |
Unaudited Condensed Consolidated Balance Sheet | Unaudited Condensed Consolidating Balance Sheet As of March 31, 2019 Willis Towers Watson plc Willis North America Trinity Acquisition plc Other guarantors Non-guarantors Eliminations Consolidated ASSETS Cash and cash equivalents $ — $ — $ — $ — $ 992 $ — $ 992 Fiduciary assets — — — — 15,129 — 15,129 Accounts receivable, net — 28 — — 2,462 — 2,490 Prepaid and other current assets — 371 1 30 338 (331 ) 409 Total current assets — 399 1 30 18,921 (331 ) 19,020 Intercompany receivables, net 4,733 — 1,452 — — (6,185 ) — Fixed assets, net — — — 17 940 — 957 Goodwill — — — — 10,456 — 10,456 Other intangible assets, net — — — 57 3,187 (57 ) 3,187 Right-of-use assets — — — — 946 — 946 Pension benefits assets — — — — 833 — 833 Other non-current assets — 142 2 48 420 (118 ) 494 Total non-current assets 4,733 142 1,454 122 16,782 (6,360 ) 16,873 Investments in subsidiaries 5,952 6,401 2,526 7,947 — (22,826 ) — TOTAL ASSETS $ 10,685 $ 6,942 $ 3,981 $ 8,099 $ 35,703 $ (29,517 ) $ 35,893 LIABILITIES AND EQUITY Fiduciary liabilities $ — $ — $ — $ — $ 15,129 $ — $ 15,129 Deferred revenue and accrued expenses — — — 3 1,237 — 1,240 Current debt — 187 — — — — 187 Current lease liabilities — — — — 158 — 158 Other current liabilities 97 28 19 5 1,070 (279 ) 940 Total current liabilities 97 215 19 8 17,594 (279 ) 17,654 Intercompany payables, net — 748 — 4,709 728 (6,185 ) — Long-term debt 498 1,655 2,364 — 1 — 4,518 Liability for pension benefits — — — — 1,135 — 1,135 Deferred tax liabilities — — — — 662 (118 ) 544 Provision for liabilities — 120 — — 423 — 543 Long-term lease liabilities — — — — 961 — 961 Other non-current liabilities — 16 — 2 278 — 296 Total non-current liabilities 498 2,539 2,364 4,711 4,188 (6,303 ) 7,997 TOTAL LIABILITIES 595 2,754 2,383 4,719 21,782 (6,582 ) 25,651 REDEEMABLE NON-CONTROLLING INTEREST — — — — 28 — 28 EQUITY Total Willis Towers Watson shareholders’ equity 10,090 4,188 1,598 3,380 13,771 (22,935 ) 10,092 Non-controlling interests — — — — 122 — 122 Total equity 10,090 4,188 1,598 3,380 13,893 (22,935 ) 10,214 TOTAL LIABILITIES AND EQUITY $ 10,685 $ 6,942 $ 3,981 $ 8,099 $ 35,703 $ (29,517 ) $ 35,893 Unaudited 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 Current 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 |
Unaudited Condensed Consolidated Statement of Cash Flows | Unaudited Condensed Consolidating Statement of Cash Flows Three months ended March 31, 2019 Willis Towers Watson plc Willis North America Trinity Acquisition plc Other guarantors Non-guarantors Eliminations Consolidated NET CASH FROM/(USED IN) OPERATING ACTIVITIES $ 38 $ (130 ) $ (31 ) $ (82 ) $ 158 $ — $ (47 ) CASH FLOWS FROM/(USED IN) INVESTING ACTIVITIES Additions to fixed assets and software for internal use — — — (1 ) (56 ) — (57 ) Capitalized software costs — — — — (17 ) — (17 ) Acquisitions of operations, net of cash acquired — — — — (1 ) — (1 ) Proceeds from/(repayments of) intercompany investing activities, net 17 111 (137 ) 78 (34 ) (35 ) — Net cash from/(used in) investing activities $ 17 $ 111 $ (137 ) $ 77 $ (108 ) $ (35 ) $ (75 ) CASH FLOWS (USED IN)/FROM FINANCING ACTIVITIES Net payments on revolving credit facility — 20 118 — — — 138 Repayments of debt — — — — (1 ) — (1 ) Proceeds from issuance of shares 22 — — — — — 22 Dividends paid (77 ) — — — — — (77 ) (Repayments of)/proceeds from intercompany financing activities, net — (1 ) 50 5 (89 ) 35 — Net cash (used in)/from financing activities $ (55 ) $ 19 $ 168 $ 5 $ (90 ) $ 35 $ 82 DECREASE IN CASH AND CASH EQUIVALENTS — — — — (40 ) — (40 ) Effect of exchange rate changes on cash and cash equivalents — — — — (1 ) — (1 ) CASH AND CASH EQUIVALENTS, BEGINNING OF PERIOD — — — — 1,033 — 1,033 CASH AND CASH EQUIVALENTS, END OF PERIOD $ — $ — $ — $ — $ 992 $ — $ 992 Unaudited Condensed Consolidating Statement of Cash Flows Three months ended March 31, 2018 Willis Towers Watson plc Willis North America Trinity Acquisition plc Other guarantors Non-guarantors Eliminations Consolidated NET CASH FROM/(USED IN) OPERATING ACTIVITIES $ 72 $ (98 ) $ (196 ) $ 245 $ 328 $ (333 ) $ 18 CASH FLOWS (USED IN)/FROM INVESTING ACTIVITIES Additions to fixed assets and software for internal use — — — (1 ) (64 ) — (65 ) Capitalized software costs — — — — (13 ) — (13 ) Acquisitions of operations, net of cash acquired — — — — (5 ) — (5 ) Net proceeds from sale of operations — — — — 4 — 4 (Repayments of)/proceeds from intercompany investing activities, net (17 ) 67 326 63 (195 ) (244 ) — Net cash (used in)/from investing activities $ (17 ) $ 67 $ 326 $ 62 $ (273 ) $ (244 ) $ (79 ) CASH FLOWS (USED IN)/FROM FINANCING ACTIVITIES Net borrowings on revolving credit facility — 55 6 — — — 61 Repayments of debt — — — — (21 ) — (21 ) Proceeds from issuance of shares 11 — — — — — 11 Cash paid for employee taxes on withholding shares — — — — (7 ) — (7 ) Dividends paid (68 ) — (332 ) (1 ) — 333 (68 ) (Repayments of)/proceeds from intercompany financing activities, net — (24 ) 196 (306 ) (110 ) 244 — Net cash (used in)/from financing activities $ (57 ) $ 31 $ (130 ) $ (307 ) $ (138 ) $ 577 $ (24 ) DECREASE IN CASH AND CASH EQUIVALENTS (2 ) — — — (83 ) — (85 ) Effect of exchange rate changes on cash and cash equivalents — — — — 9 — 9 CASH AND CASH EQUIVALENTS, BEGINNING OF PERIOD 2 — — 1 1,027 — 1,030 CASH AND CASH EQUIVALENTS, END OF PERIOD $ — $ — $ — $ 1 $ 953 $ — $ 954 |
Nature of Operations (Details)
Nature of Operations (Details) | Mar. 31, 2019employeeCountry |
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 and Rec_3
Basis of Presentation and Recent Accounting Pronouncements - Narrative (Details) $ in Millions | Mar. 31, 2019Country | Jan. 01, 2019USD ($) |
Significant Accounting Policies And Recent Accounting Pronouncements [Line Items] | ||
Reclassification between AOCL and retained earning | $ | $ 36 | |
Number of countries in which entity operates (more than 140) | Country | 140 | |
Percentage of lease denominated in U.S. dollars, Pounds Sterling or Euros | 90.00% | |
Minimum [Member] | ||
Significant Accounting Policies And Recent Accounting Pronouncements [Line Items] | ||
Real estate lease term | 5 years | |
Maximum [Member] | ||
Significant Accounting Policies And Recent Accounting Pronouncements [Line Items] | ||
Real estate lease term | 15 years |
Acquisitions - Narrative (Detai
Acquisitions - Narrative (Details) - USD ($) $ in Millions | Mar. 30, 2019 | Dec. 21, 2018 | Mar. 31, 2019 | Dec. 31, 2018 |
Business Acquisition [Line Items] | ||||
Other intangible assets, net | $ 3,187 | $ 3,318 | ||
Goodwill | $ 10,456 | $ 10,465 | ||
TRANZACT Acquisition [Member] | ||||
Business Acquisition [Line Items] | ||||
Business acquisition, date of acquisition agreement | Mar. 30, 2019 | |||
Total consideration to be transferred | $ 1,200 | |||
Business combination, consideration to be transferred in cash or ordinary shares | 100 | |||
Business combination, contingent consideration arrangements, range of outcomes, value, high | $ 200 | |||
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 |
Revenue - Schedule of Disaggreg
Revenue - Schedule of Disaggregation of Revenue (Details) - USD ($) $ in Millions | 3 Months Ended | ||
Mar. 31, 2019 | Mar. 31, 2018 | ||
Disaggregation Of Revenue [Line Items] | |||
Revenue from Contract with Customer, Excluding Assessed Tax | $ 2,286 | $ 2,274 | |
Interest and other income | [1] | 26 | 18 |
Revenues | 2,312 | 2,292 | |
Broking [Member] | |||
Disaggregation Of Revenue [Line Items] | |||
Revenue from Contract with Customer, Excluding Assessed Tax | 1,141 | 1,135 | |
Consulting [Member] | |||
Disaggregation Of Revenue [Line Items] | |||
Revenue from Contract with Customer, Excluding Assessed Tax | [2] | 728 | 741 |
Outsourced administration [Member] | |||
Disaggregation Of Revenue [Line Items] | |||
Revenue from Contract with Customer, Excluding Assessed Tax | [2] | 284 | 273 |
Other [Member] | |||
Disaggregation Of Revenue [Line Items] | |||
Revenue from Contract with Customer, Excluding Assessed Tax | [2] | 107 | 106 |
Operating Segments [Member] | |||
Disaggregation Of Revenue [Line Items] | |||
Revenue from Contract with Customer, Excluding Assessed Tax | 2,260 | 2,255 | |
Revenues | 2,281 | 2,268 | |
Segment Reconciling Items [Member] | |||
Disaggregation Of Revenue [Line Items] | |||
Revenue from Contract with Customer, Excluding Assessed Tax | [3] | 26 | 19 |
Revenues | 31 | 24 | |
HCB [Member] | |||
Disaggregation Of Revenue [Line Items] | |||
Revenue from Contract with Customer, Excluding Assessed Tax | 837 | 842 | |
Interest and other income | [1] | 6 | 4 |
Revenues | 843 | 846 | |
HCB [Member] | Broking [Member] | |||
Disaggregation Of Revenue [Line Items] | |||
Revenue from Contract with Customer, Excluding Assessed Tax | 73 | 76 | |
HCB [Member] | Consulting [Member] | |||
Disaggregation Of Revenue [Line Items] | |||
Revenue from Contract with Customer, Excluding Assessed Tax | [2] | 580 | 577 |
HCB [Member] | Outsourced administration [Member] | |||
Disaggregation Of Revenue [Line Items] | |||
Revenue from Contract with Customer, Excluding Assessed Tax | [2] | 123 | 132 |
HCB [Member] | Other [Member] | |||
Disaggregation Of Revenue [Line Items] | |||
Revenue from Contract with Customer, Excluding Assessed Tax | [2] | 47 | 43 |
HCB [Member] | Operating Segments [Member] | |||
Disaggregation Of Revenue [Line Items] | |||
Revenue from Contract with Customer, Excluding Assessed Tax | 823 | 828 | |
Revenues | 829 | 832 | |
HCB [Member] | Segment Reconciling Items [Member] | |||
Disaggregation Of Revenue [Line Items] | |||
Revenue from Contract with Customer, Excluding Assessed Tax | [3] | 14 | 14 |
BDA [Member] | |||
Disaggregation Of Revenue [Line Items] | |||
Revenue from Contract with Customer, Excluding Assessed Tax | 138 | 124 | |
Revenues | 138 | 124 | |
BDA [Member] | Broking [Member] | |||
Disaggregation Of Revenue [Line Items] | |||
Revenue from Contract with Customer, Excluding Assessed Tax | 3 | 4 | |
BDA [Member] | Outsourced administration [Member] | |||
Disaggregation Of Revenue [Line Items] | |||
Revenue from Contract with Customer, Excluding Assessed Tax | [2] | 132 | 118 |
BDA [Member] | Operating Segments [Member] | |||
Disaggregation Of Revenue [Line Items] | |||
Revenue from Contract with Customer, Excluding Assessed Tax | 135 | 122 | |
Revenues | 135 | 122 | |
BDA [Member] | Segment Reconciling Items [Member] | |||
Disaggregation Of Revenue [Line Items] | |||
Revenue from Contract with Customer, Excluding Assessed Tax | [3] | 3 | 2 |
CRB [Member] | |||
Disaggregation Of Revenue [Line Items] | |||
Revenue from Contract with Customer, Excluding Assessed Tax | 719 | 734 | |
Interest and other income | [1] | 9 | 6 |
Revenues | 728 | 740 | |
CRB [Member] | Broking [Member] | |||
Disaggregation Of Revenue [Line Items] | |||
Revenue from Contract with Customer, Excluding Assessed Tax | 660 | 664 | |
CRB [Member] | Consulting [Member] | |||
Disaggregation Of Revenue [Line Items] | |||
Revenue from Contract with Customer, Excluding Assessed Tax | [2] | 31 | 44 |
CRB [Member] | Outsourced administration [Member] | |||
Disaggregation Of Revenue [Line Items] | |||
Revenue from Contract with Customer, Excluding Assessed Tax | [2] | 27 | 23 |
CRB [Member] | Other [Member] | |||
Disaggregation Of Revenue [Line Items] | |||
Revenue from Contract with Customer, Excluding Assessed Tax | [2] | 1 | 3 |
CRB [Member] | Operating Segments [Member] | |||
Disaggregation Of Revenue [Line Items] | |||
Revenue from Contract with Customer, Excluding Assessed Tax | 719 | 734 | |
Revenues | 728 | 740 | |
Corporate, Non-Segment [Member] | |||
Disaggregation Of Revenue [Line Items] | |||
Revenue from Contract with Customer, Excluding Assessed Tax | 11 | 5 | |
Interest and other income | [1] | 1 | 1 |
Revenues | 12 | 6 | |
Corporate, Non-Segment [Member] | Consulting [Member] | |||
Disaggregation Of Revenue [Line Items] | |||
Revenue from Contract with Customer, Excluding Assessed Tax | [2] | 3 | 3 |
Corporate, Non-Segment [Member] | Other [Member] | |||
Disaggregation Of Revenue [Line Items] | |||
Revenue from Contract with Customer, Excluding Assessed Tax | [2] | 1 | 1 |
Corporate, Non-Segment [Member] | Operating Segments [Member] | |||
Disaggregation Of Revenue [Line Items] | |||
Revenue from Contract with Customer, Excluding Assessed Tax | 4 | 4 | |
Corporate, Non-Segment [Member] | Segment Reconciling Items [Member] | |||
Disaggregation Of Revenue [Line Items] | |||
Revenue from Contract with Customer, Excluding Assessed Tax | [3] | 7 | 1 |
IRR [Member] | |||
Disaggregation Of Revenue [Line Items] | |||
Revenue from Contract with Customer, Excluding Assessed Tax | 581 | 569 | |
Interest and other income | [1] | 10 | 7 |
Revenues | 591 | 576 | |
IRR [Member] | Broking [Member] | |||
Disaggregation Of Revenue [Line Items] | |||
Revenue from Contract with Customer, Excluding Assessed Tax | 405 | 391 | |
IRR [Member] | Consulting [Member] | |||
Disaggregation Of Revenue [Line Items] | |||
Revenue from Contract with Customer, Excluding Assessed Tax | [2] | 114 | 117 |
IRR [Member] | Outsourced administration [Member] | |||
Disaggregation Of Revenue [Line Items] | |||
Revenue from Contract with Customer, Excluding Assessed Tax | [2] | 2 | |
IRR [Member] | Other [Member] | |||
Disaggregation Of Revenue [Line Items] | |||
Revenue from Contract with Customer, Excluding Assessed Tax | [2] | 58 | 59 |
IRR [Member] | Operating Segments [Member] | |||
Disaggregation Of Revenue [Line Items] | |||
Revenue from Contract with Customer, Excluding Assessed Tax | 579 | 567 | |
Revenues | 589 | 574 | |
IRR [Member] | Segment Reconciling Items [Member] | |||
Disaggregation Of Revenue [Line Items] | |||
Revenue from Contract with Customer, Excluding Assessed Tax | [3] | $ 2 | $ 2 |
[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] | Amounts presented for HCB Outsourced administration revenue include a correction of approximately $58 million of revenue that was previously classified as HCB Consulting revenue or HCB Other revenue in our quarterly report on Form 10-Q for the three months ended March 31, 2018. | ||
[3] | Reimbursable expenses and other, as well as Corporate revenue, are excluded from segment revenue, but included in total revenue on the condensed consolidated statements of comprehensive income. |
Revenue - Schedule of Disaggr_2
Revenue - Schedule of Disaggregation of Revenue (Parenthetical) (Details) $ in Millions | 3 Months Ended |
Mar. 31, 2018USD ($) | |
Outsourced administration [Member] | HCB [Member] | |
Disaggregation Of Revenue [Line Items] | |
Revenue prior period reclassification adjustment | $ 58 |
Revenue - Narrative (Details)
Revenue - Narrative (Details) - USD ($) $ in Millions | 3 Months Ended | |
Mar. 31, 2019 | Mar. 31, 2018 | |
December 31, 2018 [Member] | ||
Disaggregation Of Revenue [Line Items] | ||
Contract with Customer, Liability, Revenue Recognized | $ 242 | |
Other [Member] | Maximum [Member] | ||
Disaggregation Of Revenue [Line Items] | ||
Revenue, Percentage of Total Revenue | 5.00% | 5.00% |
Revenue - Schedule of Revenue b
Revenue - Schedule of Revenue by Geography (Detail) - USD ($) $ in Millions | 3 Months Ended | |
Mar. 31, 2019 | Mar. 31, 2018 | |
Disaggregation Of Revenue [Line Items] | ||
Revenue from Contract with Customer, Excluding Assessed Tax | $ 2,286 | $ 2,274 |
Operating Segments [Member] | ||
Disaggregation Of Revenue [Line Items] | ||
Revenue from Contract with Customer, Excluding Assessed Tax | 2,260 | 2,255 |
Corporate, Non-Segment [Member] | ||
Disaggregation Of Revenue [Line Items] | ||
Revenue from Contract with Customer, Excluding Assessed Tax | 4 | 4 |
North America [Member] | Operating Segments [Member] | ||
Disaggregation Of Revenue [Line Items] | ||
Revenue from Contract with Customer, Excluding Assessed Tax | 994 | 956 |
North America [Member] | Corporate, Non-Segment [Member] | ||
Disaggregation Of Revenue [Line Items] | ||
Revenue from Contract with Customer, Excluding Assessed Tax | 4 | 4 |
Great Britain [Member] | Operating Segments [Member] | ||
Disaggregation Of Revenue [Line Items] | ||
Revenue from Contract with Customer, Excluding Assessed Tax | 560 | 572 |
Western Europe [Member] | Operating Segments [Member] | ||
Disaggregation Of Revenue [Line Items] | ||
Revenue from Contract with Customer, Excluding Assessed Tax | 463 | 464 |
International [Member] | Operating Segments [Member] | ||
Disaggregation Of Revenue [Line Items] | ||
Revenue from Contract with Customer, Excluding Assessed Tax | 243 | 263 |
HCB [Member] | ||
Disaggregation Of Revenue [Line Items] | ||
Revenue from Contract with Customer, Excluding Assessed Tax | 837 | 842 |
HCB [Member] | Operating Segments [Member] | ||
Disaggregation Of Revenue [Line Items] | ||
Revenue from Contract with Customer, Excluding Assessed Tax | 823 | 828 |
HCB [Member] | North America [Member] | Operating Segments [Member] | ||
Disaggregation Of Revenue [Line Items] | ||
Revenue from Contract with Customer, Excluding Assessed Tax | 471 | 462 |
HCB [Member] | Great Britain [Member] | Operating Segments [Member] | ||
Disaggregation Of Revenue [Line Items] | ||
Revenue from Contract with Customer, Excluding Assessed Tax | 118 | 129 |
HCB [Member] | Western Europe [Member] | Operating Segments [Member] | ||
Disaggregation Of Revenue [Line Items] | ||
Revenue from Contract with Customer, Excluding Assessed Tax | 155 | 154 |
HCB [Member] | International [Member] | Operating Segments [Member] | ||
Disaggregation Of Revenue [Line Items] | ||
Revenue from Contract with Customer, Excluding Assessed Tax | 79 | 83 |
BDA [Member] | ||
Disaggregation Of Revenue [Line Items] | ||
Revenue from Contract with Customer, Excluding Assessed Tax | 138 | 124 |
BDA [Member] | Operating Segments [Member] | ||
Disaggregation Of Revenue [Line Items] | ||
Revenue from Contract with Customer, Excluding Assessed Tax | 135 | 122 |
BDA [Member] | North America [Member] | Operating Segments [Member] | ||
Disaggregation Of Revenue [Line Items] | ||
Revenue from Contract with Customer, Excluding Assessed Tax | 135 | 122 |
CRB [Member] | ||
Disaggregation Of Revenue [Line Items] | ||
Revenue from Contract with Customer, Excluding Assessed Tax | 719 | 734 |
CRB [Member] | Operating Segments [Member] | ||
Disaggregation Of Revenue [Line Items] | ||
Revenue from Contract with Customer, Excluding Assessed Tax | 719 | 734 |
CRB [Member] | North America [Member] | Operating Segments [Member] | ||
Disaggregation Of Revenue [Line Items] | ||
Revenue from Contract with Customer, Excluding Assessed Tax | 220 | 215 |
CRB [Member] | Great Britain [Member] | Operating Segments [Member] | ||
Disaggregation Of Revenue [Line Items] | ||
Revenue from Contract with Customer, Excluding Assessed Tax | 142 | 148 |
CRB [Member] | Western Europe [Member] | Operating Segments [Member] | ||
Disaggregation Of Revenue [Line Items] | ||
Revenue from Contract with Customer, Excluding Assessed Tax | 239 | 239 |
CRB [Member] | International [Member] | Operating Segments [Member] | ||
Disaggregation Of Revenue [Line Items] | ||
Revenue from Contract with Customer, Excluding Assessed Tax | 118 | 132 |
IRR [Member] | ||
Disaggregation Of Revenue [Line Items] | ||
Revenue from Contract with Customer, Excluding Assessed Tax | 581 | 569 |
IRR [Member] | Operating Segments [Member] | ||
Disaggregation Of Revenue [Line Items] | ||
Revenue from Contract with Customer, Excluding Assessed Tax | 579 | 567 |
IRR [Member] | North America [Member] | Operating Segments [Member] | ||
Disaggregation Of Revenue [Line Items] | ||
Revenue from Contract with Customer, Excluding Assessed Tax | 164 | 153 |
IRR [Member] | Great Britain [Member] | Operating Segments [Member] | ||
Disaggregation Of Revenue [Line Items] | ||
Revenue from Contract with Customer, Excluding Assessed Tax | 300 | 295 |
IRR [Member] | Western Europe [Member] | Operating Segments [Member] | ||
Disaggregation Of Revenue [Line Items] | ||
Revenue from Contract with Customer, Excluding Assessed Tax | 69 | 71 |
IRR [Member] | International [Member] | Operating Segments [Member] | ||
Disaggregation Of Revenue [Line Items] | ||
Revenue from Contract with Customer, Excluding Assessed Tax | $ 46 | $ 48 |
Revenue - Schedule of Contract
Revenue - Schedule of Contract Balances (Details) - USD ($) $ in Millions | Mar. 31, 2019 | Dec. 31, 2018 |
Revenue From Contract With Customer [Abstract] | ||
Billed Receivable, Current | $ 1,847 | $ 1,702 |
Unbilled Receivable, Current | 396 | 356 |
Contract asset, Current | 247 | 321 |
Accounts receivable, net | 2,490 | 2,379 |
Non-current accounts receivable, net | 17 | 20 |
Contract asset, Noncurrent | 6 | 3 |
Deferred revenue | $ 483 | $ 448 |
Revenue - Schedule of Contrac_2
Revenue - Schedule of Contract Balances (Parenthetical) (Details) - USD ($) $ in Millions | Mar. 31, 2019 | Mar. 31, 2018 |
Revenue From Contract With Customer [Abstract] | ||
Allowance for doubtful debts | $ 44 | $ 40 |
Revenue - Schedule of Remaining
Revenue - Schedule of Remaining Performance Obligations (Details1) $ in Millions | Mar. 31, 2019USD ($) |
Revenue From Contract With Customer [Abstract] | |
Revenue, Remaining Performance Obligation | $ 1,087 |
Revenue - Schedule of Remaini_2
Revenue - Schedule of Remaining Performance Obligations (Details) $ in Millions | Mar. 31, 2019USD ($) |
Revenue Remaining Performance Obligation Expected Timing Of Satisfaction [Line Items] | |
Revenue, Remaining Performance Obligation | $ 1,087 |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2019-04-01 | |
Revenue Remaining Performance Obligation Expected Timing Of Satisfaction [Line Items] | |
Revenue, Remaining Performance Obligation | $ 314 |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Period | 9 months |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2020-01-01 | |
Revenue Remaining Performance Obligation Expected Timing Of Satisfaction [Line Items] | |
Revenue, Remaining Performance Obligation | $ 341 |
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 | |
Revenue Remaining Performance Obligation Expected Timing Of Satisfaction [Line Items] | |
Revenue, Remaining Performance Obligation | $ 432 |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Period |
Segment Information - Narrative
Segment Information - Narrative (Details) | 3 Months Ended |
Mar. 31, 2019segment | |
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 | |
Mar. 31, 2019 | Mar. 31, 2018 | |
Segment Reporting Information [Line Items] | ||
Revenues | $ 2,312 | $ 2,292 |
Income from operations | 359 | 259 |
HCB [Member] | ||
Segment Reporting Information [Line Items] | ||
Revenues | 843 | 846 |
CRB [Member] | ||
Segment Reporting Information [Line Items] | ||
Revenues | 728 | 740 |
IRR [Member] | ||
Segment Reporting Information [Line Items] | ||
Revenues | 591 | 576 |
BDA [Member] | ||
Segment Reporting Information [Line Items] | ||
Revenues | 138 | 124 |
Operating Segments [Member] | ||
Segment Reporting Information [Line Items] | ||
Revenues | 2,281 | 2,268 |
Income from operations | 562 | 547 |
Operating Segments [Member] | HCB [Member] | ||
Segment Reporting Information [Line Items] | ||
Revenues | 829 | 832 |
Income from operations | 204 | 193 |
Operating Segments [Member] | CRB [Member] | ||
Segment Reporting Information [Line Items] | ||
Revenues | 728 | 740 |
Income from operations | 127 | 125 |
Operating Segments [Member] | IRR [Member] | ||
Segment Reporting Information [Line Items] | ||
Revenues | 589 | 574 |
Income from operations | 252 | 261 |
Operating Segments [Member] | BDA [Member] | ||
Segment Reporting Information [Line Items] | ||
Revenues | 135 | 122 |
Income from operations | $ (21) | $ (32) |
Segment Information - Reconcili
Segment Information - Reconciliation of Information Reported by Segment to Condensed Consolidated Statement of Comprehensive Income Amounts (Details) - USD ($) $ in Millions | 3 Months Ended | |
Mar. 31, 2019 | Mar. 31, 2018 | |
Revenue: | ||
Revenue | $ 2,312 | $ 2,292 |
Income/(loss) from operations | 359 | 259 |
Amortization | (127) | (141) |
Interest expense | (54) | (51) |
Other income, net | 55 | 56 |
INCOME FROM OPERATIONS BEFORE INCOME TAXES | 360 | 264 |
Operating Segments [Member] | ||
Revenue: | ||
Revenue | 2,281 | 2,268 |
Income/(loss) from operations | 562 | 547 |
Segment Reconciling Items [Member] | ||
Revenue: | ||
Revenue | 31 | 24 |
Amortization | (127) | (141) |
Transaction and integration expenses | (6) | (43) |
Unallocated, net | (70) | (104) |
Interest expense | (54) | (51) |
Other income, net | $ 55 | $ 56 |
Income Taxes - Narrative (Detai
Income Taxes - Narrative (Details) - USD ($) $ in Millions | 3 Months Ended | |
Mar. 31, 2019 | Mar. 31, 2018 | |
Operating Loss Carryforwards [Line Items] | ||
Provision for income taxes | $ 67 | $ 43 |
Effective tax rate | 18.80% | 16.30% |
Liabilities for uncertain tax positions | $ 48 | |
Minimum [Member] | ||
Operating Loss Carryforwards [Line Items] | ||
Expected decrease in liability for uncertain tax position | 1 | |
Maximum [Member] | ||
Operating Loss Carryforwards [Line Items] | ||
Expected decrease in liability for uncertain tax position | $ 3 |
Goodwill and Other Intangible_3
Goodwill and Other Intangible Assets - Components of Goodwill (Details) $ in Millions | 3 Months Ended |
Mar. 31, 2019USD ($) | |
Goodwill [Roll Forward] | |
Goodwill, gross, beginning balance | $ 10,957 |
Accumulated impairment losses, beginning balance | (492) |
Goodwill, net, beginning balance | 10,465 |
Foreign exchange | (9) |
Goodwill, gross, ending balance | 10,948 |
Accumulated impairment losses, ending balance | (492) |
Goodwill, net, ending balance | 10,456 |
HCB [Member] | |
Goodwill [Roll Forward] | |
Goodwill, gross, beginning balance | 4,300 |
Accumulated impairment losses, beginning balance | (130) |
Goodwill, net, beginning balance | 4,170 |
Foreign exchange | (6) |
Goodwill, gross, ending balance | 4,294 |
Accumulated impairment losses, ending balance | (130) |
Goodwill, net, ending balance | 4,164 |
CRB [Member] | |
Goodwill [Roll Forward] | |
Goodwill, gross, beginning balance | 2,308 |
Accumulated impairment losses, beginning balance | (362) |
Goodwill, net, beginning balance | 1,946 |
Foreign exchange | (7) |
Goodwill, gross, ending balance | 2,301 |
Accumulated impairment losses, ending balance | (362) |
Goodwill, net, ending balance | 1,939 |
IRR [Member] | |
Goodwill [Roll Forward] | |
Goodwill, gross, beginning balance | 1,792 |
Accumulated impairment losses, beginning balance | 0 |
Goodwill, net, beginning balance | 1,792 |
Foreign exchange | 4 |
Goodwill, gross, ending balance | 1,796 |
Accumulated impairment losses, ending balance | 0 |
Goodwill, net, ending balance | 1,796 |
BDA [Member] | |
Goodwill [Roll Forward] | |
Goodwill, gross, beginning balance | 2,557 |
Accumulated impairment losses, beginning balance | 0 |
Goodwill, net, beginning balance | 2,557 |
Foreign exchange | 0 |
Goodwill, gross, ending balance | 2,557 |
Accumulated impairment losses, ending balance | 0 |
Goodwill, net, ending balance | $ 2,557 |
Goodwill and Other Intangible_4
Goodwill and Other Intangible Assets - Finite-Lived Intangible Assets and Liabilities (Details) - USD ($) $ in Millions | 3 Months Ended | |||
Mar. 31, 2019 | Mar. 31, 2018 | Dec. 31, 2018 | ||
Finite-lived Intangible Assets [Roll Forward] | ||||
Balance at December 31, 2018 | $ 3,318 | |||
Intangible assets acquired | 3 | |||
Intangible assets disposed | (1) | |||
ASC 842 reclassification | [1] | (9) | ||
Amortization | (127) | $ (141) | ||
Foreign exchange | 3 | |||
Balance at March 31, 2019 | 3,187 | |||
Finite-lived intangible assets, gross carrying amount | 5,309 | $ 5,318 | ||
Finite-lived intangible assets, accumulated amortization | (2,122) | (2,000) | ||
Finite-lived intangible liabilities, gross carrying amount | 0 | 34 | ||
Finite-lived intangible liabilities, accumulated amortization | 0 | (13) | ||
Client relationships [Member] | ||||
Finite-lived Intangible Assets [Roll Forward] | ||||
Balance at December 31, 2018 | 1,986 | |||
Intangible assets acquired | 3 | |||
Intangible assets disposed | (1) | |||
ASC 842 reclassification | [1] | 0 | ||
Amortization | (82) | |||
Foreign exchange | 3 | |||
Balance at March 31, 2019 | 1,909 | |||
Finite-lived intangible assets, gross carrying amount | 3,405 | 3,401 | ||
Finite-lived intangible assets, accumulated amortization | (1,496) | (1,415) | ||
Management contracts [Member] | ||||
Finite-lived Intangible Assets [Roll Forward] | ||||
Balance at December 31, 2018 | 48 | |||
Intangible assets acquired | 0 | |||
Intangible assets disposed | 0 | |||
ASC 842 reclassification | [1] | 0 | ||
Amortization | (1) | |||
Foreign exchange | (2) | |||
Balance at March 31, 2019 | 45 | |||
Finite-lived intangible assets, gross carrying amount | 60 | 63 | ||
Finite-lived intangible assets, accumulated amortization | (15) | (15) | ||
Software [Member] | ||||
Finite-lived Intangible Assets [Roll Forward] | ||||
Balance at December 31, 2018 | 328 | |||
Intangible assets acquired | 0 | |||
Intangible assets disposed | 0 | |||
ASC 842 reclassification | [1] | 0 | ||
Amortization | (32) | |||
Foreign exchange | 2 | |||
Balance at March 31, 2019 | 298 | |||
Finite-lived intangible assets, gross carrying amount | 754 | 749 | ||
Finite-lived intangible assets, accumulated amortization | (456) | (421) | ||
Trademark and trade name [Member] | ||||
Finite-lived Intangible Assets [Roll Forward] | ||||
Balance at December 31, 2018 | 920 | |||
Intangible assets acquired | 0 | |||
Intangible assets disposed | 0 | |||
ASC 842 reclassification | [1] | 0 | ||
Amortization | (11) | |||
Foreign exchange | 0 | |||
Balance at March 31, 2019 | 909 | |||
Finite-lived intangible assets, gross carrying amount | 1,052 | 1,052 | ||
Finite-lived intangible assets, accumulated amortization | (143) | (132) | ||
Product [Member] | ||||
Finite-lived Intangible Assets [Roll Forward] | ||||
Balance at December 31, 2018 | 27 | |||
Intangible assets acquired | 0 | |||
Intangible assets disposed | 0 | |||
ASC 842 reclassification | [1] | 0 | ||
Amortization | (1) | |||
Foreign exchange | 0 | |||
Balance at March 31, 2019 | 26 | |||
Finite-lived intangible assets, gross carrying amount | 36 | 36 | ||
Finite-lived intangible assets, accumulated amortization | (10) | (9) | ||
Favorable agreements [Member] | ||||
Finite-lived Intangible Assets [Roll Forward] | ||||
Balance at December 31, 2018 | 9 | |||
Intangible assets acquired | 0 | |||
Intangible assets disposed | 0 | |||
ASC 842 reclassification | [1] | (9) | ||
Amortization | 0 | |||
Foreign exchange | 0 | |||
Balance at March 31, 2019 | 0 | |||
Finite-lived intangible assets, gross carrying amount | [2] | 0 | 14 | |
Finite-lived intangible assets, accumulated amortization | [2] | 0 | (5) | |
Other Intangible Assets | ||||
Finite-lived Intangible Assets [Roll Forward] | ||||
Finite-lived intangible assets, gross carrying amount | 2 | 3 | ||
Finite-lived intangible assets, accumulated amortization | (2) | (3) | ||
Unfavorable agreements [Member] | ||||
Finite-lived Intangible Assets [Roll Forward] | ||||
Finite-lived intangible liabilities, gross carrying amount | [2] | 0 | 34 | |
Finite-lived intangible liabilities, accumulated amortization | [2] | $ 0 | $ (13) | |
[1] | On January 1, 2019, in accordance with ASC 842, we reclassified our favorable lease agreement assets to right-of-use assets within our condensed consolidated balance sheet. | |||
[2] | On January 1, 2019, in accordance with ASC 842, we reclassified our favorable lease agreement assets and unfavorable lease agreement liabilities to right-of-use assets and as reductions to right-of-use assets, respectively, within our condensed consolidated balance sheet. |
Goodwill and Other Intangible_5
Goodwill and Other Intangible Assets - Narrative (Details) - USD ($) $ in Millions | 3 Months Ended | ||
Mar. 31, 2019 | Mar. 31, 2018 | Dec. 31, 2018 | |
Finite-lived Intangible Assets [Roll Forward] | |||
Amortization | $ (127) | $ (141) | |
Acquired unfavorable lease agreement liabilities, net | $ 21 | ||
Weighted average remaining life of amortizable intangible assets | 13 years 9 months 18 days |
Goodwill and Other Intangible_6
Goodwill and Other Intangible Assets - Schedule of Future Amortization Expense (Details) - USD ($) $ in Millions | Mar. 31, 2019 | Dec. 31, 2018 |
Finite-Lived Intangible Assets, Amortization Expense, Maturity Schedule [Abstract] | ||
Remainder of 2019 | $ 353 | |
2020 | 424 | |
2021 | 347 | |
2022 | 288 | |
2023 | 239 | |
Thereafter | 1,536 | |
Total | $ 3,187 | $ 3,318 |
Derivative Financial Instrume_3
Derivative Financial Instruments (Details) - USD ($) $ in Millions | 3 Months Ended | ||
Mar. 31, 2019 | Mar. 31, 2018 | Dec. 31, 2018 | |
Derivative [Line Items] | |||
Loss on derivatives to be reclassified within the next twelve months | $ (2) | ||
Maximum [Member] | |||
Derivative [Line Items] | |||
Longest outstanding maturity | 1 year 8 months 12 days | ||
Not Designated as Hedging Instrument [Member] | Foreign exchange contracts [Member] | |||
Derivative [Line Items] | |||
Derivative, notional amount | $ 890 | $ 909 | |
Derivative liability, fair value | 7 | ||
Derivative asset, fair value | 3 | ||
Not Designated as Hedging Instrument [Member] | Foreign exchange contracts [Member] | Other income, net [Member] | |||
Derivative [Line Items] | |||
Loss recognized in income | (10) | $ (5) | |
Cash Flow Hedging | Designated as Hedging Instrument | |||
Derivative [Line Items] | |||
Gain/(loss) reclassified from Accumulated OCL into income (effective element) | (4) | (11) | |
Cash Flow Hedging | Designated as Hedging Instrument | Revenue [Member] | |||
Derivative [Line Items] | |||
Gain/(loss) reclassified from Accumulated OCL into income (effective element) | 1 | ||
Cash Flow Hedging | Designated as Hedging Instrument | Salaries and Benfits [Member] | |||
Derivative [Line Items] | |||
Gain/(loss) reclassified from Accumulated OCL into income (effective element) | (5) | ||
Cash Flow Hedging | Designated as Hedging Instrument | Other Income, Net [Member] | |||
Derivative [Line Items] | |||
Gain/(loss) reclassified from Accumulated OCL into income (effective element) | (11) | ||
Cash Flow Hedging | Designated as Hedging Instrument | Foreign exchange contracts [Member] | |||
Derivative [Line Items] | |||
Derivative, notional amount | 414 | 438 | |
Derivative liability, fair value | 3 | $ 15 | |
Gain recognized in OCI (effective element) | $ 8 | $ 15 |
Debt - Schedule of Long-term De
Debt - Schedule of Long-term Debt (Details) € in Millions | 3 Months Ended | |||||
Mar. 31, 2019USD ($) | Mar. 31, 2019EUR (€) | Dec. 31, 2018USD ($) | ||||
Debt Instrument [Line Items] | ||||||
Current debt | $ 187,000,000 | $ 186,000,000 | ||||
Long-term debt, excluding current maturities | 4,518,000,000 | 4,389,000,000 | ||||
7.000% senior notes due 2019 [Member] | ||||||
Debt Instrument [Line Items] | ||||||
Current debt | $ 187,000,000 | 186,000,000 | ||||
Stated interest rate | 7.00% | 7.00% | ||||
Debt instrument maturity year | 2019 | |||||
Revolving 1.25 Billion Dollar Credit Facility [Member] | ||||||
Debt Instrument [Line Items] | ||||||
Long-term debt, excluding current maturities | $ 269,000,000 | 130,000,000 | ||||
Revolving 1.25 Billion Dollar Credit Facility [Member] | Revolving Credit Facility [Member] | ||||||
Debt Instrument [Line Items] | ||||||
Maximum borrowing capacity | 1,250,000,000 | |||||
5.750% senior notes due 2021 [Member] | ||||||
Debt Instrument [Line Items] | ||||||
Long-term debt, excluding current maturities | $ 498,000,000 | 498,000,000 | ||||
Stated interest rate | 5.75% | 5.75% | ||||
Debt instrument maturity year | 2021 | |||||
3.500% senior notes due 2021 [Member] | ||||||
Debt Instrument [Line Items] | ||||||
Long-term debt, excluding current maturities | $ 448,000,000 | 448,000,000 | ||||
Stated interest rate | 3.50% | 3.50% | ||||
Debt instrument maturity year | 2021 | |||||
2.125% senior notes due 2022 [Member] | ||||||
Debt Instrument [Line Items] | ||||||
Long-term debt, excluding current maturities | $ 604,000,000 | [1] | € 540 | 615,000,000 | [1] | |
Stated interest rate | [1] | 2.125% | 2.125% | |||
Debt instrument maturity year | [1] | 2022 | ||||
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 | 2023 | |||||
3.600% senior notes due 2024 [Member] | ||||||
Debt Instrument [Line Items] | ||||||
Long-term debt, excluding current maturities | $ 646,000,000 | 645,000,000 | ||||
Stated interest rate | 3.60% | 3.60% | ||||
Debt instrument maturity year | 2024 | |||||
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 | 2026 | |||||
4.500% senior notes due 2028 [Member] | ||||||
Debt Instrument [Line Items] | ||||||
Long-term debt, excluding current maturities | $ 595,000,000 | 595,000,000 | ||||
Stated interest rate | 4.50% | 4.50% | ||||
Debt instrument maturity year | 2028 | |||||
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 | 2043 | |||||
5.050% senior notes due 2048 [Member] | ||||||
Debt Instrument [Line Items] | ||||||
Long-term debt, excluding current maturities | $ 395,000,000 | $ 395,000,000 | ||||
Stated interest rate | 5.05% | 5.05% | ||||
Debt instrument maturity year | 2048 | |||||
[1] | Notes issued in Euro (€540 million) |
Debt - Narrative (Details)
Debt - Narrative (Details) | 3 Months Ended |
Mar. 31, 2019USD ($) | |
Debt Instrument [Line Items] | |
Debt Instrument Commitment Fee Percentage | 0.15% |
Federal Funds Effective Swap Rate [Member] | |
Debt Instrument [Line Items] | |
Debt Instrument, Basis Spread on Variable Rate | 0.50% |
London Interbank Offered Rate (LIBOR) [Member] | |
Debt Instrument [Line Items] | |
Debt Instrument, Basis Spread on Variable Rate | 1.00% |
Maximum [Member] | Eurodollar [Member] | |
Debt Instrument [Line Items] | |
Debt Instrument, Basis Spread on Variable Rate | 1.375% |
Maximum [Member] | London Interbank Offered Rate (LIBOR) [Member] | |
Debt Instrument [Line Items] | |
Debt Instrument Additional Basis Spread On Variable Rate1 | 0.375% |
Minimum [Member] | Eurodollar [Member] | |
Debt Instrument [Line Items] | |
Debt Instrument, Basis Spread on Variable Rate | 0.75% |
Minimum [Member] | London Interbank Offered Rate (LIBOR) [Member] | |
Debt Instrument [Line Items] | |
Debt Instrument Additional Basis Spread On Variable Rate1 | 0.00% |
Term Loan [Member] | |
Debt Instrument [Line Items] | |
Debt instrument, term | 1 year |
Debt Instrument, Interest Rate Terms | Amounts outstanding under the term loan shall bear interest, at the option of the borrowers, at a rate equal to (a) LIBOR plus 0.75% to 1.375% for Eurocurrency Rate Loans or (b) the highest of (i) the Federal Funds Rate plus 0.5%, (ii) the ‘prime rate’ quoted by Bank of America, N.A., and (iii) LIBOR plus 1.00%, plus 0.00% to 0.375%, |
Term Loan [Member] | Maximum [Member] | |
Debt Instrument [Line Items] | |
Debt instrument, face amount | $ 1,100,000,000 |
Fair Value Measurements - Sched
Fair Value Measurements - Schedule of Assets and Liabilities Measured at Fair Value on Recurring Basis (Details) $ in Millions | Mar. 31, 2019USD ($) | Dec. 31, 2018USD ($) |
Contingent consideration [Member] | Fair Value Inputs, Discount Rate [Member] | ||
Liabilities: | ||
Fair Value Inputs, Discount Rate | 9.90 | 9.92 |
Recurring [Member] | ||
Assets: | ||
Mutual funds / exchange traded funds | $ 19 | $ 18 |
Derivative financial instruments | 4 | 5 |
Liabilities: | ||
Contingent consideration | 55 | 51 |
Derivative financial instruments | 14 | 17 |
Recurring [Member] | Level 1 [Member] | ||
Assets: | ||
Mutual funds / exchange traded funds | 19 | 18 |
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 | 4 | 5 |
Liabilities: | ||
Contingent consideration | 0 | 0 |
Derivative financial instruments | 14 | 17 |
Recurring [Member] | Level 3 [Member] | ||
Assets: | ||
Mutual funds / exchange traded funds | 0 | 0 |
Derivative financial instruments | 0 | 0 |
Liabilities: | ||
Contingent consideration | 55 | 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 | 3 Months Ended |
Mar. 31, 2019USD ($) | |
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward] | |
Balance as of beginning of period | $ 51 |
Obligations assumed | 4 |
Payments | (1) |
Realized and unrealized gains | 0 |
Foreign exchange | 1 |
Balance as of end of period | $ 55 |
Fair Value Measurements - Narra
Fair Value Measurements - Narrative (Details) - USD ($) | 3 Months Ended | |
Mar. 31, 2019 | Mar. 31, 2018 | |
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) - USD ($) $ in Millions | Mar. 31, 2019 | Dec. 31, 2018 |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Current debt | $ 187 | $ 186 |
Long-term debt | 4,518 | 4,389 |
Carrying Value [Member] | Nonrecurring [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Current debt | 187 | 186 |
Long-term debt | 4,518 | 4,389 |
Fair Value [Member] | Nonrecurring [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Current debt | 190 | 191 |
Long-term debt | $ 4,721 | $ 4,458 |
Retirement Benefits - Narrative
Retirement Benefits - Narrative (Details) - USD ($) | 3 Months Ended | |
Mar. 31, 2019 | Mar. 31, 2018 | |
Defined Benefit Plan Disclosure [Line Items] | ||
Portion of pension and OPEB obligation attributed to disclosed plans (as a percent) | 99.00% | |
Defined contribution plan, employer contribution | $ 41,000,000 | $ 48,000,000 |
Pension Plan [Member] | UNITED STATES [Member] | ||
Defined Benefit Plan Disclosure [Line Items] | ||
Defined benefit pension plans contributions | 0 | |
Defined benefit plan, estimated future employer additional contributions, remainder of fiscal year | 60,000,000 | |
Pension Plan [Member] | UNITED KINGDOM [Member] | ||
Defined Benefit Plan Disclosure [Line Items] | ||
Defined benefit pension plans contributions | 18,000,000 | |
Defined benefit plan, estimated future employer additional contributions, remainder of fiscal year | 58,000,000 | |
Pension Plan [Member] | Other Foreign Plans [Member] | ||
Defined Benefit Plan Disclosure [Line Items] | ||
Defined benefit pension plans contributions | 15,000,000 | |
Defined benefit plan, estimated future employer additional contributions, remainder of fiscal year | $ 7,000,000 |
Retirement Benefits - Net Perio
Retirement Benefits - Net Periodic Benefit Cost (Details) - USD ($) $ in Millions | 3 Months Ended | |
Mar. 31, 2019 | Mar. 31, 2018 | |
Pension Plan [Member] | UNITED STATES [Member] | ||
Defined Benefit Plan Disclosure [Line Items] | ||
Service cost | $ 16 | $ 16 |
Interest cost | 40 | 35 |
Expected return on plan assets | (64) | (68) |
Amortization of net loss | 5 | 3 |
Amortization of prior service credit | 0 | 0 |
Net periodic benefit (income)/cost | (3) | (14) |
Pension Plan [Member] | UNITED KINGDOM [Member] | ||
Defined Benefit Plan Disclosure [Line Items] | ||
Service cost | 4 | 5 |
Interest cost | 24 | 24 |
Expected return on plan assets | (63) | (78) |
Amortization of net loss | 5 | 12 |
Amortization of prior service credit | (4) | (5) |
Net periodic benefit (income)/cost | (34) | (42) |
Pension Plan [Member] | Other Foreign Plans [Member] | ||
Defined Benefit Plan Disclosure [Line Items] | ||
Service cost | 5 | 5 |
Interest cost | 4 | 5 |
Expected return on plan assets | (7) | (8) |
Amortization of net loss | 1 | 0 |
Amortization of prior service credit | 0 | 0 |
Net periodic benefit (income)/cost | 3 | 2 |
PRW [Member] | ||
Defined Benefit Plan Disclosure [Line Items] | ||
Service cost | 0 | 0 |
Interest cost | 1 | 1 |
Expected return on plan assets | 0 | 0 |
Amortization of net loss | 0 | 0 |
Amortization of prior service credit | (1) | 0 |
Net periodic benefit (income)/cost | $ 0 | $ 1 |
Leases - Narrative (Details)
Leases - Narrative (Details) - USD ($) $ in Millions | Jan. 01, 2019 | Mar. 31, 2018 | Mar. 31, 2019 | Dec. 31, 2018 |
Leases [Abstract] | ||||
Additional lease liabilities | $ 1,200 | $ 1,119 | $ 1,149 | |
Right-of-use asset | 1,000 | $ 946 | ||
Deferred tax assets | 252 | |||
Deferred tax liabilities | 252 | |||
Adjustment of retained earnings | $ 0 | |||
Rent expense, net of sublease income | $ 64 |
Leases - Schedule of Lease (Det
Leases - Schedule of Lease (Details) - USD ($) $ in Millions | Mar. 31, 2019 | Jan. 01, 2019 | Dec. 31, 2018 |
Leases [Abstract] | |||
Right-of-use assets | $ 946 | $ 1,000 | |
Operating Lease, Current lease liabilities | 158 | ||
Operating Lease, Long-term lease liabilities | 961 | ||
Finance Lease, Right-of-use assets | 14 | ||
Finance Lease, Current lease liabilities | 3 | ||
Finance Lease, Long-term lease liabilities | 25 | $ 26 | |
Total Right-of-use assets | 960 | ||
Total Current lease liabilities | 161 | ||
Total Long-term lease liabilities | $ 986 |
Leases - Schedule of Amount Rec
Leases - Schedule of Amount Recorded in Condensed Consolidated Statement of Comprehensive Income (Details) $ in Millions | 3 Months Ended |
Mar. 31, 2019USD ($) | |
Finance lease cost: | |
Amortization of right-of-use assets | $ 1 |
Interest on lease liabilities | 1 |
Operating lease cost | 48 |
Variable lease cost | 13 |
Sublease income | (4) |
Total lease cost, net | $ 59 |
Leases -Schedule of Cash Paid i
Leases -Schedule of Cash Paid in the Measurement of Lease Liabilities (Details) $ in Millions | 3 Months Ended |
Mar. 31, 2019USD ($) | |
Cash flows from operating activities: | |
Operating leases | $ 55 |
Finance leases | 1 |
Cash flows from financing activities: | |
Finance leases | 1 |
Total lease payments | $ 57 |
Leases - Schedule of Weighted A
Leases - Schedule of Weighted Average Term and Discount Rates (Details) | Mar. 31, 2019 |
Leases [Abstract] | |
Operating Leases, Weighted-average remaining term | 9 years 1 month 6 days |
Operating Leases, Weighted-average discount rate | 3.60% |
Finance Leases, Weighted-average remaining term | 6 years 9 months 18 days |
Finance Leases, Weighted-average discount rate | 12.90% |
Leases - Schedule of Maturity o
Leases - Schedule of Maturity of Operating and Finance Leases Liabilities (Details) - USD ($) $ in Millions | Mar. 31, 2019 | Jan. 01, 2019 | Dec. 31, 2018 |
Operating Leases [Abstract] | |||
Operating Lease, Remainder of 2019 | $ 147 | ||
Operating Lease, 2020 | 180 | $ 180 | |
Operating Lease, 2021 | 160 | 159 | |
Operating Lease, 2022 | 142 | 142 | |
Operating Lease, 2023 | 132 | 131 | |
Operating Lease, Thereafter | 552 | 542 | |
Operating Lease, Total future lease payments | 1,313 | 1,351 | |
Operating Lease, Interest | (194) | (202) | |
Operating Lease, Total lease liabilities | 1,119 | $ 1,200 | 1,149 |
Operating Leases, 2019 | 197 | ||
Additional lease liabilities | 1,119 | $ 1,200 | 1,149 |
Finance Leases [Abstract] | |||
Finance Lease, Remainder of 2019 | 4 | ||
Finance Lease, 2020 | 6 | 6 | |
Finance Lease, 2021 | 6 | 6 | |
Finance Lease, 2022 | 6 | 6 | |
Finance Lease, 2023 | 6 | 6 | |
Finance Lease, Thereafter | 14 | 14 | |
Finance Lease, Total future lease payments | 42 | 43 | |
Finance Lease, Interest | (14) | (14) | |
Finance Lease, Total lease liabilities | 28 | 29 | |
Finance Lease, 2019 | 5 | ||
Leases Liabilities Due [Abstract] | |||
Total Lease, Remainder of 2019 | 151 | ||
Total Lease, 2020 | 186 | 186 | |
Total Lease, 2021 | 166 | 165 | |
Total Lease, 2022 | 148 | 148 | |
Total Lease, 2023 | 138 | 137 | |
Total Lease, Thereafter | 566 | 556 | |
Total Lease, Total future lease payments | 1,355 | 1,394 | |
Total Lease, Interest | (208) | (216) | |
Total Lease, Total lease liabilities | $ 1,147 | 1,178 | |
Total Lease, 2019 | $ 202 |
Commitments and Contingencies -
Commitments and Contingencies - Narrative (Details) | Sep. 12, 2016USD ($)plaintiff | Aug. 05, 2016USD ($)plaintiff | Mar. 31, 2016USD ($) | Jul. 21, 2015 | Jul. 15, 2015 | Oct. 01, 2013USD ($) | Jun. 20, 2013lawsuit | Jun. 11, 2013lawsuit | Jun. 03, 2013lawsuit | Feb. 14, 2013USD ($)lawsuitplaintiff | Feb. 08, 2013USD ($)plaintiff | Apr. 01, 2011USD ($) | Mar. 11, 2011USD ($)plaintiff | Sep. 16, 2010USD ($)plaintiff | Sep. 14, 2009USD ($)plaintiff | Aug. 06, 2009USD ($) | Mar. 31, 2016USD ($) | Dec. 31, 2015USD ($) | Sep. 12, 2016lawsuit | Mar. 25, 2014action |
Settled Litigation [Member] | Stanford Financial Group [Member] | ||||||||||||||||||||
Loss Contingencies [Line Items] | ||||||||||||||||||||
Number of complaints filed | lawsuit | 15 | |||||||||||||||||||
Provision for litigation losses | $ 50,000,000 | $ 70,000,000 | ||||||||||||||||||
Litigation settlement amount | $ 120,000,000 | $ 120,000,000 | ||||||||||||||||||
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 | |||||||||||||||||||
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] | ||||||||||||||||||||
Number of plaintiffs | plaintiff | 97 | |||||||||||||||||||
Damages sought (in excess of) | $ 300,000,000 | |||||||||||||||||||
Pending Litigation [Member] | Casanova, et al. v. Willis of Colorado, Inc., et al. [Member] | ||||||||||||||||||||
Loss Contingencies [Line Items] | ||||||||||||||||||||
Number of plaintiffs | plaintiff | 7 | |||||||||||||||||||
Damages sought (in excess of) | $ 5,000,000 | |||||||||||||||||||
Pending Litigation [Member] | Rishmague, et ano. v. Winter, et al. [Member] | ||||||||||||||||||||
Loss Contingencies [Line Items] | ||||||||||||||||||||
Number of plaintiffs | plaintiff | 2 | |||||||||||||||||||
Damages sought (in excess of) | $ 37,000,000 | |||||||||||||||||||
Pending Litigation [Member] | MacArthur v. Winter, et al. [Member] | ||||||||||||||||||||
Loss Contingencies [Line Items] | ||||||||||||||||||||
Number of plaintiffs | plaintiff | 2 | |||||||||||||||||||
Damages sought (in excess of) | $ 4,000,000 | |||||||||||||||||||
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] | ||||||||||||||||||||
Number of plaintiffs | plaintiff | 35 | |||||||||||||||||||
Damages sought (in excess of) | $ 30,000,000 | |||||||||||||||||||
Pending Litigation [Member] | de Gadala-Maria, et al. v. Willis Group Holdings Public Limited Company, et al. [Member] | ||||||||||||||||||||
Loss Contingencies [Line Items] | ||||||||||||||||||||
Number of plaintiffs | plaintiff | 64 | |||||||||||||||||||
Damages sought (in excess of) | $ 83,500,000 | |||||||||||||||||||
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] | ||||||||||||||||||||
Number of plaintiffs | plaintiff | 2 | |||||||||||||||||||
Damages sought (in excess of) | $ 3,000,000 | |||||||||||||||||||
Pending Litigation [Member] | Tisminesky, et al. v. Willis Group Holdings Public Limited Company, et al. [Member] | ||||||||||||||||||||
Loss Contingencies [Line Items] | ||||||||||||||||||||
Number of plaintiffs | plaintiff | 11 | |||||||||||||||||||
Damages sought (in excess of) | $ 6,500,000 | |||||||||||||||||||
Period to replead dismissed claim | 21 days | |||||||||||||||||||
Pending Litigation [Member] | Zacarias, et al. v. Willis Group Holdings Public Limited Company, et al. [Member] | ||||||||||||||||||||
Loss Contingencies [Line Items] | ||||||||||||||||||||
Number of plaintiffs | plaintiff | 10 | |||||||||||||||||||
Damages sought (in excess of) | $ 12,500,000 | |||||||||||||||||||
Period to replead dismissed claim | 21 days | |||||||||||||||||||
Pending Litigation [Member] | Martin v. Willis of Colorado, Inc., et. al. [Member] | ||||||||||||||||||||
Loss Contingencies [Line Items] | ||||||||||||||||||||
Number of plaintiffs | plaintiff | 5 | 1 | ||||||||||||||||||
Damages sought (in excess of) | $ 1,000,000 | $ 100,000 | ||||||||||||||||||
Pending Litigation [Member] | Abel, et al. v. Willis of Colorado, Inc., et al [Member] | ||||||||||||||||||||
Loss Contingencies [Line Items] | ||||||||||||||||||||
Number of plaintiffs | plaintiff | 300 | |||||||||||||||||||
Damages sought (in excess of) | $ 135,000,000 |
Supplementary Information for_3
Supplementary Information for Certain Balance Sheet Accounts - Deferred Revenue and Accrued Expenses (Details) - USD ($) $ in Millions | Mar. 31, 2019 | Dec. 31, 2018 |
Organization Consolidation And Presentation Of Financial Statements [Abstract] | ||
Accounts payable, accrued liabilities and deferred income | $ 688 | $ 691 |
Accrued discretionary and incentive compensation | 327 | 758 |
Accrued vacation | 143 | 111 |
Other employee-related liabilities | 82 | 87 |
Total deferred revenue and accrued expenses | $ 1,240 | $ 1,647 |
Supplementary Information for_4
Supplementary Information for Certain Balance Sheet Accounts - Provision For Liabilities (Details) - USD ($) $ in Millions | Mar. 31, 2019 | Dec. 31, 2018 |
Organization Consolidation And Presentation Of Financial Statements [Abstract] | ||
Claims, lawsuits and other proceedings | $ 460 | $ 455 |
Other provisions | 83 | 85 |
Total provision for liabilities | $ 543 | $ 540 |
Supplementary Information for_5
Supplementary Information for Certain Balance Sheet Accounts - Other Non-current Liabilities (Details) - USD ($) $ in Millions | Mar. 31, 2019 | Dec. 31, 2018 |
Organization Consolidation And Presentation Of Financial Statements [Abstract] | ||
Incentives from lessors | $ 120 | |
Deferred compensation plan liability | $ 132 | 125 |
Contingent and deferred consideration on acquisitions | 25 | 22 |
Liabilities for uncertain tax positions | 48 | 46 |
Finance leases | 25 | 26 |
Other non-current liabilities | 66 | 90 |
Total other non-current liabilities | $ 296 | $ 429 |
Accumulated Other Comprehensi_3
Accumulated Other Comprehensive Loss - Schedule of Accumulated Other Comprehensive Income (Loss) (Details) - USD ($) $ in Millions | Jan. 01, 2019 | Mar. 31, 2019 | Mar. 31, 2018 |
AOCI Attributable to Parent, Net of Tax [Roll Forward] | |||
Stockholders' equity attributable to parent, beginning balance | $ 9,852 | $ 9,852 | |
Reclassification of tax effects per ASU 2018-02 | 0 | ||
Stockholders' equity attributable to parent, ending balance | 10,092 | ||
Foreign currency translation [Member] | |||
AOCI Attributable to Parent, Net of Tax [Roll Forward] | |||
Stockholders' equity attributable to parent, beginning balance | (616) | (616) | $ (365) |
Other comprehensive income/(loss) before reclassifications | 9 | 58 | |
Amounts reclassified from accumulated other comprehensive income/(loss) (net of income tax) | 0 | 0 | |
Net current-period other comprehensive income/(loss) | 9 | 58 | |
Stockholders' equity attributable to parent, ending balance | (607) | (307) | |
Foreign currency translation [Member] | Accounting Standards Update 2018-02 [Member] | |||
AOCI Attributable to Parent, Net of Tax [Roll Forward] | |||
Reclassification of tax effects per ASU 2018-02 | 0 | 0 | |
Gains and losses on cash flow hedges [Member] | |||
AOCI Attributable to Parent, Net of Tax [Roll Forward] | |||
Stockholders' equity attributable to parent, beginning balance | (8) | (8) | (10) |
Other comprehensive income/(loss) before reclassifications | 6 | 9 | |
Amounts reclassified from accumulated other comprehensive income/(loss) (net of income tax) | 5 | 10 | |
Net current-period other comprehensive income/(loss) | 11 | 19 | |
Stockholders' equity attributable to parent, ending balance | 3 | 9 | |
Gains and losses on cash flow hedges [Member] | Accounting Standards Update 2018-02 [Member] | |||
AOCI Attributable to Parent, Net of Tax [Roll Forward] | |||
Reclassification of tax effects per ASU 2018-02 | 0 | 0 | |
Defined pension and post-retirement benefit costs [Member] | |||
AOCI Attributable to Parent, Net of Tax [Roll Forward] | |||
Stockholders' equity attributable to parent, beginning balance | (1,337) | (1,337) | (1,138) |
Other comprehensive income/(loss) before reclassifications | 1 | (1) | |
Amounts reclassified from accumulated other comprehensive income/(loss) (net of income tax) | 2 | 7 | |
Net current-period other comprehensive income/(loss) | (33) | 6 | |
Stockholders' equity attributable to parent, ending balance | (1,370) | (1,132) | |
Defined pension and post-retirement benefit costs [Member] | Accounting Standards Update 2018-02 [Member] | |||
AOCI Attributable to Parent, Net of Tax [Roll Forward] | |||
Reclassification of tax effects per ASU 2018-02 | 36 | (36) | 0 |
AOCL [Member] | |||
AOCI Attributable to Parent, Net of Tax [Roll Forward] | |||
Stockholders' equity attributable to parent, beginning balance | (1,961) | (1,961) | (1,513) |
Other comprehensive income/(loss) before reclassifications | 16 | 66 | |
Amounts reclassified from accumulated other comprehensive income/(loss) (net of income tax) | 7 | 17 | |
Net current-period other comprehensive income/(loss) | (13) | 83 | |
Stockholders' equity attributable to parent, ending balance | (1,974) | (1,430) | |
AOCL [Member] | Accounting Standards Update 2018-02 [Member] | |||
AOCI Attributable to Parent, Net of Tax [Roll Forward] | |||
Reclassification of tax effects per ASU 2018-02 | (36) | 0 | |
AOCL [Member] | |||
AOCI Attributable to Parent, Net of Tax [Roll Forward] | |||
Stockholders' equity attributable to parent, beginning balance | $ (1,961) | (1,961) | (1,513) |
Other comprehensive income/(loss) before reclassifications | 16 | 66 | |
Amounts reclassified from accumulated other comprehensive income/(loss) (net of income tax) | 7 | 17 | |
Net current-period other comprehensive income/(loss) | (13) | 83 | |
Stockholders' equity attributable to parent, ending balance | (1,974) | (1,430) | |
AOCL [Member] | Accounting Standards Update 2018-02 [Member] | |||
AOCI Attributable to Parent, Net of Tax [Roll Forward] | |||
Reclassification of tax effects per ASU 2018-02 | $ (36) | $ 0 |
Accumulated Other Comprehensi_4
Accumulated Other Comprehensive Loss - Schedule of Accumulated Other Comprehensive Income (Loss) (Parenthetical) (Details) - USD ($) $ in Millions | Jan. 01, 2019 | Mar. 31, 2019 | Mar. 31, 2018 |
AOCI Attributable to Parent, Net of Tax [Roll Forward] | |||
Reclassification from AOCI, Current Period, Tax | $ 1 | $ 4 | |
Adjustment of retained earnings | $ 0 | ||
Accounting Standards Update 2018-02 [Member] | Defined pension and post-retirement benefit costs [Member] | |||
AOCI Attributable to Parent, Net of Tax [Roll Forward] | |||
Adjustment of retained earnings | $ 36 | $ (36) | $ 0 |
Earnings Per Share - Narrative
Earnings Per Share - Narrative (Details) - shares shares in Millions | 3 Months Ended | |
Mar. 31, 2019 | Mar. 31, 2018 | |
Restricted share units [Member] | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Antidilutive securities excluded from computation of earnings per share | 0 | 0 |
Time-based award [Member] | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Stock options outstanding | 0.3 | 0.7 |
Restricted share units outstanding | 0.1 | |
Performance-based [Member] | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Stock options outstanding | 0.4 | 0.6 |
Restricted share units outstanding | 0.5 | 0.7 |
Phantom Share Units (PSUs) [Member] | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Restricted share units outstanding | 0.3 | 0 |
Earnings Per Share - Basic and
Earnings Per Share - Basic and Diluted Earnings Per Share (Details) - USD ($) $ / shares in Units, shares in Millions, $ in Millions | 3 Months Ended | |
Mar. 31, 2019 | Mar. 31, 2018 | |
Earnings Per Share [Abstract] | ||
NET INCOME ATTRIBUTABLE TO WILLIS TOWERS WATSON | $ 287 | $ 215 |
Basic average number of shares outstanding (shares) | 130 | 133 |
Dilutive effect of potentially issuable shares (shares) | 0 | 0 |
Diluted average number of shares outstanding (shares) | 130 | 133 |
Basic earnings per share | $ 2.21 | $ 1.62 |
Dilutive effect of potentially issuable shares (USD per share) | (0.01) | (0.01) |
Diluted earnings per share | $ 2.20 | $ 1.61 |
Financial Information for Iss_3
Financial Information for Issuers and Other Guarantor Subsidiaries - Narrative (Details) € in Millions | Mar. 31, 2019USD ($) | Sep. 10, 2018USD ($) | May 16, 2017USD ($) | Mar. 07, 2017USD ($) | May 26, 2016USD ($) | May 26, 2016EUR (€) | Mar. 22, 2016USD ($) | Aug. 15, 2013USD ($) | Mar. 17, 2011USD ($) | Sep. 29, 2009USD ($) |
Revolving Credit Facility [Member] | Revolving 1.25 Billion Dollar Credit Facility [Member] | ||||||||||
Debt Instrument [Line Items] | ||||||||||
Maximum borrowing capacity | $ 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 | 269,000,000 | |||||||||
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 |
Financial Information for Iss_4
Financial Information for Issuers and Other Guarantor Subsidiaries - Unaudited Condensed Consolidated Statement of Comprehensive Income (Details) - USD ($) $ in Millions | 3 Months Ended | |
Mar. 31, 2019 | Mar. 31, 2018 | |
Condensed Financial Statements, Captions [Line Items] | ||
Revenue | $ 2,312 | $ 2,292 |
Costs of providing services | ||
Salaries and benefits | 1,348 | 1,377 |
Other operating expenses | 418 | 423 |
Depreciation | 54 | 49 |
Amortization | 127 | 141 |
Transaction and integration expenses | 6 | 43 |
Total costs of providing services | 1,953 | 2,033 |
Income from operations | 359 | 259 |
Intercompany (expense)/income | 0 | 0 |
Interest expense | (54) | (51) |
Other income, net | 55 | 56 |
(LOSS)/INCOME FROM OPERATIONS BEFORE INCOME TAXES | 360 | 264 |
Benefit from/(provision for) income taxes | (67) | (43) |
Equity account for subsidiaries | 0 | 0 |
NET INCOME | 293 | 221 |
Income attributable to non-controlling interests | (6) | (6) |
NET INCOME ATTRIBUTABLE TO WILLIS TOWERS WATSON | 287 | 215 |
Comprehensive income before non-controlling interests | 315 | 305 |
Comprehensive income attributable to non-controlling interests | (5) | (7) |
Comprehensive income attributable to Willis Towers Watson | 310 | 298 |
Other guarantors [Member] | ||
Condensed Financial Statements, Captions [Line Items] | ||
Revenue | 0 | 0 |
Costs of providing services | ||
Salaries and benefits | 0 | 0 |
Other operating expenses | 37 | 42 |
Depreciation | 1 | 1 |
Amortization | 1 | 1 |
Transaction and integration expenses | 0 | 1 |
Total costs of providing services | 39 | 45 |
Income from operations | (39) | (45) |
Intercompany (expense)/income | 66 | 92 |
Interest expense | 0 | 0 |
Other income, net | 0 | 1 |
(LOSS)/INCOME FROM OPERATIONS BEFORE INCOME TAXES | 27 | 48 |
Benefit from/(provision for) income taxes | (4) | (8) |
Equity account for subsidiaries | 270 | 181 |
NET INCOME | 293 | 221 |
Income attributable to non-controlling interests | 0 | 0 |
NET INCOME ATTRIBUTABLE TO WILLIS TOWERS WATSON | 293 | 221 |
Comprehensive income before non-controlling interests | 317 | 303 |
Comprehensive income attributable to non-controlling interests | 0 | 0 |
Comprehensive income attributable to Willis Towers Watson | 317 | 303 |
Non-guarantors [Member] | ||
Condensed Financial Statements, Captions [Line Items] | ||
Revenue | 2,290 | 2,286 |
Costs of providing services | ||
Salaries and benefits | 1,332 | 1,361 |
Other operating expenses | 373 | 376 |
Depreciation | 53 | 48 |
Amortization | 126 | 140 |
Transaction and integration expenses | 6 | 37 |
Total costs of providing services | 1,890 | 1,962 |
Income from operations | 400 | 324 |
Intercompany (expense)/income | (77) | (117) |
Interest expense | (4) | (6) |
Other income, net | 55 | 55 |
(LOSS)/INCOME FROM OPERATIONS BEFORE INCOME TAXES | 374 | 256 |
Benefit from/(provision for) income taxes | (69) | (39) |
Equity account for subsidiaries | 0 | 0 |
NET INCOME | 305 | 217 |
Income attributable to non-controlling interests | (6) | (6) |
NET INCOME ATTRIBUTABLE TO WILLIS TOWERS WATSON | 299 | 211 |
Comprehensive income before non-controlling interests | 298 | 338 |
Comprehensive income attributable to non-controlling interests | (5) | (7) |
Comprehensive income attributable to Willis Towers Watson | 293 | 331 |
Reportable Legal Entities [Member] | Parent Company [Member] | ||
Condensed Financial Statements, Captions [Line Items] | ||
Revenue | 0 | 0 |
Costs of providing services | ||
Salaries and benefits | 1 | 1 |
Other operating expenses | 1 | 0 |
Depreciation | 0 | 0 |
Amortization | 0 | 0 |
Transaction and integration expenses | 0 | 0 |
Total costs of providing services | 2 | 1 |
Income from operations | (2) | (1) |
Intercompany (expense)/income | 0 | 0 |
Interest expense | (7) | (7) |
Other income, net | 0 | 0 |
(LOSS)/INCOME FROM OPERATIONS BEFORE INCOME TAXES | (9) | (8) |
Benefit from/(provision for) income taxes | 0 | 0 |
Equity account for subsidiaries | 296 | 223 |
NET INCOME | 287 | 215 |
Income attributable to non-controlling interests | 0 | 0 |
NET INCOME ATTRIBUTABLE TO WILLIS TOWERS WATSON | 287 | 215 |
Comprehensive income before non-controlling interests | 311 | 298 |
Comprehensive income attributable to non-controlling interests | 0 | 0 |
Comprehensive income attributable to Willis Towers Watson | 311 | 298 |
Consolidating adjustments [Member] | ||
Condensed Financial Statements, Captions [Line Items] | ||
Revenue | 0 | 0 |
Costs of providing services | ||
Salaries and benefits | 0 | 0 |
Other operating expenses | 0 | 0 |
Depreciation | 0 | 0 |
Amortization | 0 | 0 |
Transaction and integration expenses | 0 | 0 |
Total costs of providing services | 0 | 0 |
Income from operations | 0 | 0 |
Intercompany (expense)/income | 0 | 0 |
Interest expense | 0 | 0 |
Other income, net | 0 | 0 |
(LOSS)/INCOME FROM OPERATIONS BEFORE INCOME TAXES | 0 | 0 |
Benefit from/(provision for) income taxes | 0 | 0 |
Equity account for subsidiaries | (854) | (539) |
NET INCOME | (854) | (539) |
Income attributable to non-controlling interests | 0 | 0 |
NET INCOME ATTRIBUTABLE TO WILLIS TOWERS WATSON | (854) | (539) |
Comprehensive income before non-controlling interests | (834) | (838) |
Comprehensive income attributable to non-controlling interests | 0 | 0 |
Comprehensive income attributable to Willis Towers Watson | (834) | (838) |
Willis North America [Member] | Reportable Legal Entities [Member] | ||
Condensed Financial Statements, Captions [Line Items] | ||
Revenue | 22 | 6 |
Costs of providing services | ||
Salaries and benefits | 15 | 15 |
Other operating expenses | 7 | 5 |
Depreciation | 0 | 0 |
Amortization | 0 | 0 |
Transaction and integration expenses | 0 | 5 |
Total costs of providing services | 22 | 25 |
Income from operations | 0 | (19) |
Intercompany (expense)/income | (12) | (5) |
Interest expense | (21) | (11) |
Other income, net | 0 | 0 |
(LOSS)/INCOME FROM OPERATIONS BEFORE INCOME TAXES | (33) | (35) |
Benefit from/(provision for) income taxes | 7 | 5 |
Equity account for subsidiaries | 67 | (7) |
NET INCOME | 41 | (37) |
Income attributable to non-controlling interests | 0 | 0 |
NET INCOME ATTRIBUTABLE TO WILLIS TOWERS WATSON | 41 | (37) |
Comprehensive income before non-controlling interests | 19 | (22) |
Comprehensive income attributable to non-controlling interests | 0 | 0 |
Comprehensive income attributable to Willis Towers Watson | 19 | (22) |
Trinity Acquisition plc [Member] | Reportable Legal Entities [Member] | ||
Condensed Financial Statements, Captions [Line Items] | ||
Revenue | 0 | 0 |
Costs of providing services | ||
Salaries and benefits | 0 | 0 |
Other operating expenses | 0 | 0 |
Depreciation | 0 | 0 |
Amortization | 0 | 0 |
Transaction and integration expenses | 0 | 0 |
Total costs of providing services | 0 | 0 |
Income from operations | 0 | 0 |
Intercompany (expense)/income | 23 | 30 |
Interest expense | (22) | (27) |
Other income, net | 0 | 0 |
(LOSS)/INCOME FROM OPERATIONS BEFORE INCOME TAXES | 1 | 3 |
Benefit from/(provision for) income taxes | (1) | (1) |
Equity account for subsidiaries | 221 | 142 |
NET INCOME | 221 | 144 |
Income attributable to non-controlling interests | 0 | 0 |
NET INCOME ATTRIBUTABLE TO WILLIS TOWERS WATSON | 221 | 144 |
Comprehensive income before non-controlling interests | 204 | 226 |
Comprehensive income attributable to non-controlling interests | 0 | 0 |
Comprehensive income attributable to Willis Towers Watson | $ 204 | $ 226 |
Financial Information for Iss_5
Financial Information for Issuers and Other Guarantor Subsidiaries - Unaudited Condensed Consolidated Balance Sheet (Details) - USD ($) $ in Millions | Mar. 31, 2019 | Jan. 01, 2019 | Dec. 31, 2018 | Mar. 31, 2018 | Dec. 31, 2017 |
ASSETS | |||||
Cash and cash equivalents | $ 992 | $ 1,033 | $ 954 | $ 1,030 | |
Fiduciary assets | 15,129 | 12,604 | |||
Accounts receivable, net | 2,490 | 2,379 | |||
Prepaid and other current assets | 409 | 404 | |||
Total current assets | 19,020 | 16,420 | |||
Intercompany receivables, net | 0 | 0 | |||
Fixed assets, net | 957 | 942 | |||
Goodwill | 10,456 | 10,465 | |||
Other intangible assets, net | 3,187 | 3,318 | |||
Right-of-use assets | 946 | $ 1,000 | |||
Pension benefits assets | 833 | 773 | |||
Other non-current assets | 494 | 467 | |||
Total non-current assets | 16,873 | 15,965 | |||
Investments in subsidiaries | 0 | 0 | |||
TOTAL ASSETS | 35,893 | 32,385 | |||
LIABILITIES AND EQUITY | |||||
Fiduciary liabilities | 15,129 | 12,604 | |||
Deferred revenue and accrued expenses | 1,240 | 1,647 | |||
Current debt | 187 | 186 | |||
Current lease liabilities | 158 | ||||
Other current liabilities | 940 | 864 | |||
Total current liabilities | 17,654 | 15,301 | |||
Intercompany payables, net | 0 | 0 | |||
Long-term debt | 4,518 | 4,389 | |||
Liability for pension benefits | 1,135 | 1,170 | |||
Deferred tax liabilities | 544 | 559 | |||
Provision for liabilities | 543 | 540 | |||
Long-term lease liabilities | 961 | ||||
Other non-current liabilities | 296 | 429 | |||
Total non-current liabilities | 7,997 | 7,087 | |||
TOTAL LIABILITIES | 25,651 | 22,388 | |||
REDEEMABLE NON-CONTROLLING INTEREST | 28 | 26 | |||
EQUITY | |||||
Total Willis Towers Watson shareholders’ equity | 10,092 | 9,852 | |||
Non-controlling interests | 122 | 119 | |||
Total equity | 10,214 | 9,971 | 10,802 | 10,249 | |
TOTAL LIABILITIES AND EQUITY | 35,893 | 32,385 | |||
Other guarantors [Member] | |||||
ASSETS | |||||
Cash and cash equivalents | 0 | 0 | 1 | 1 | |
Fiduciary assets | 0 | 0 | |||
Accounts receivable, net | 0 | 0 | |||
Prepaid and other current assets | 30 | 33 | |||
Total current assets | 30 | 33 | |||
Intercompany receivables, net | 0 | 0 | |||
Fixed assets, net | 17 | 16 | |||
Goodwill | 0 | 0 | |||
Other intangible assets, net | 57 | 58 | |||
Right-of-use assets | 0 | ||||
Pension benefits assets | 0 | 0 | |||
Other non-current assets | 48 | 49 | |||
Total non-current assets | 122 | 123 | |||
Investments in subsidiaries | 7,947 | 8,108 | |||
TOTAL ASSETS | 8,099 | 8,264 | |||
LIABILITIES AND EQUITY | |||||
Fiduciary liabilities | 0 | 0 | |||
Deferred revenue and accrued expenses | 3 | 3 | |||
Current debt | 0 | 0 | |||
Current lease liabilities | 0 | ||||
Other current liabilities | 5 | 13 | |||
Total current liabilities | 8 | 16 | |||
Intercompany payables, net | 4,709 | 4,691 | |||
Long-term debt | 0 | 0 | |||
Liability for pension benefits | 0 | 0 | |||
Deferred tax liabilities | 0 | 0 | |||
Provision for liabilities | 0 | 0 | |||
Long-term lease liabilities | 0 | ||||
Other non-current liabilities | 2 | 5 | |||
Total non-current liabilities | 4,711 | 4,696 | |||
TOTAL LIABILITIES | 4,719 | 4,712 | |||
REDEEMABLE NON-CONTROLLING INTEREST | 0 | 0 | |||
EQUITY | |||||
Total Willis Towers Watson shareholders’ equity | 3,380 | 3,552 | |||
Non-controlling interests | 0 | 0 | |||
Total equity | 3,380 | 3,552 | |||
TOTAL LIABILITIES AND EQUITY | 8,099 | 8,264 | |||
Non-guarantors [Member] | |||||
ASSETS | |||||
Cash and cash equivalents | 992 | 1,033 | 953 | 1,027 | |
Fiduciary assets | 15,129 | 12,604 | |||
Accounts receivable, net | 2,462 | 2,355 | |||
Prepaid and other current assets | 338 | 357 | |||
Total current assets | 18,921 | 16,349 | |||
Intercompany receivables, net | 0 | 0 | |||
Fixed assets, net | 940 | 926 | |||
Goodwill | 10,456 | 10,465 | |||
Other intangible assets, net | 3,187 | 3,318 | |||
Right-of-use assets | 946 | ||||
Pension benefits assets | 833 | 773 | |||
Other non-current assets | 420 | 452 | |||
Total non-current assets | 16,782 | 15,934 | |||
Investments in subsidiaries | 0 | 0 | |||
TOTAL ASSETS | 35,703 | 32,283 | |||
LIABILITIES AND EQUITY | |||||
Fiduciary liabilities | 15,129 | 12,604 | |||
Deferred revenue and accrued expenses | 1,237 | 1,641 | |||
Current debt | 0 | 0 | |||
Current lease liabilities | 158 | ||||
Other current liabilities | 1,070 | 935 | |||
Total current liabilities | 17,594 | 15,180 | |||
Intercompany payables, net | 728 | 517 | |||
Long-term debt | 1 | 0 | |||
Liability for pension benefits | 1,135 | 1,170 | |||
Deferred tax liabilities | 662 | 688 | |||
Provision for liabilities | 423 | 420 | |||
Long-term lease liabilities | 961 | ||||
Other non-current liabilities | 278 | 411 | |||
Total non-current liabilities | 4,188 | 3,206 | |||
TOTAL LIABILITIES | 21,782 | 18,386 | |||
REDEEMABLE NON-CONTROLLING INTEREST | 28 | 26 | |||
EQUITY | |||||
Total Willis Towers Watson shareholders’ equity | 13,771 | 13,752 | |||
Non-controlling interests | 122 | 119 | |||
Total equity | 13,893 | 13,871 | |||
TOTAL LIABILITIES AND EQUITY | 35,703 | 32,283 | |||
Reportable Legal Entities [Member] | Parent Company [Member] | |||||
ASSETS | |||||
Cash and cash equivalents | 0 | 0 | 0 | 2 | |
Fiduciary assets | 0 | 0 | |||
Accounts receivable, net | 0 | 0 | |||
Prepaid and other current assets | 0 | 0 | |||
Total current assets | 0 | 0 | |||
Intercompany receivables, net | 4,733 | 4,755 | |||
Fixed assets, net | 0 | 0 | |||
Goodwill | 0 | 0 | |||
Other intangible assets, net | 0 | 0 | |||
Right-of-use assets | 0 | ||||
Pension benefits assets | 0 | 0 | |||
Other non-current assets | 0 | 0 | |||
Total non-current assets | 4,733 | 4,755 | |||
Investments in subsidiaries | 5,952 | 5,691 | |||
TOTAL ASSETS | 10,685 | 10,446 | |||
LIABILITIES AND EQUITY | |||||
Fiduciary liabilities | 0 | 0 | |||
Deferred revenue and accrued expenses | 0 | 1 | |||
Current debt | 0 | 0 | |||
Current lease liabilities | 0 | ||||
Other current liabilities | 97 | 95 | |||
Total current liabilities | 97 | 96 | |||
Intercompany payables, net | 0 | 0 | |||
Long-term debt | 498 | 498 | |||
Liability for pension benefits | 0 | 0 | |||
Deferred tax liabilities | 0 | 0 | |||
Provision for liabilities | 0 | 0 | |||
Long-term lease liabilities | 0 | ||||
Other non-current liabilities | 0 | 0 | |||
Total non-current liabilities | 498 | 498 | |||
TOTAL LIABILITIES | 595 | 594 | |||
REDEEMABLE NON-CONTROLLING INTEREST | 0 | 0 | |||
EQUITY | |||||
Total Willis Towers Watson shareholders’ equity | 10,090 | 9,852 | |||
Non-controlling interests | 0 | 0 | |||
Total equity | 10,090 | 9,852 | |||
TOTAL LIABILITIES AND EQUITY | 10,685 | 10,446 | |||
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 | (331) | (298) | |||
Total current assets | (331) | (298) | |||
Intercompany receivables, net | (6,185) | (6,110) | |||
Fixed assets, net | 0 | 0 | |||
Goodwill | 0 | 0 | |||
Other intangible assets, net | (57) | (58) | |||
Right-of-use assets | 0 | ||||
Pension benefits assets | 0 | 0 | |||
Other non-current assets | (118) | (128) | |||
Total non-current assets | (6,360) | (6,296) | |||
Investments in subsidiaries | (22,826) | (23,125) | |||
TOTAL ASSETS | (29,517) | (29,719) | |||
LIABILITIES AND EQUITY | |||||
Fiduciary liabilities | 0 | 0 | |||
Deferred revenue and accrued expenses | 0 | 0 | |||
Current debt | 0 | 0 | |||
Current lease liabilities | 0 | ||||
Other current liabilities | (279) | (250) | |||
Total current liabilities | (279) | (250) | |||
Intercompany payables, net | (6,185) | (6,110) | |||
Long-term debt | 0 | 0 | |||
Liability for pension benefits | 0 | 0 | |||
Deferred tax liabilities | (118) | (129) | |||
Provision for liabilities | 0 | 0 | |||
Long-term lease liabilities | 0 | ||||
Other non-current liabilities | 0 | 0 | |||
Total non-current liabilities | (6,303) | (6,239) | |||
TOTAL LIABILITIES | (6,582) | (6,489) | |||
REDEEMABLE NON-CONTROLLING INTEREST | 0 | 0 | |||
EQUITY | |||||
Total Willis Towers Watson shareholders’ equity | (22,935) | (23,230) | |||
Non-controlling interests | 0 | 0 | |||
Total equity | (22,935) | (23,230) | |||
TOTAL LIABILITIES AND EQUITY | (29,517) | (29,719) | |||
Willis North America [Member] | Reportable Legal Entities [Member] | |||||
ASSETS | |||||
Cash and cash equivalents | 0 | 0 | 0 | 0 | |
Fiduciary assets | 0 | 0 | |||
Accounts receivable, net | 28 | 24 | |||
Prepaid and other current assets | 371 | 311 | |||
Total current assets | 399 | 335 | |||
Intercompany receivables, net | 0 | 0 | |||
Fixed assets, net | 0 | 0 | |||
Goodwill | 0 | 0 | |||
Other intangible assets, net | 0 | 0 | |||
Right-of-use assets | 0 | ||||
Pension benefits assets | 0 | 0 | |||
Other non-current assets | 142 | 92 | |||
Total non-current assets | 142 | 92 | |||
Investments in subsidiaries | 6,401 | 6,649 | |||
TOTAL ASSETS | 6,942 | 7,076 | |||
LIABILITIES AND EQUITY | |||||
Fiduciary liabilities | 0 | 0 | |||
Deferred revenue and accrued expenses | 0 | 2 | |||
Current debt | 187 | 186 | |||
Current lease liabilities | 0 | ||||
Other current liabilities | 28 | 38 | |||
Total current liabilities | 215 | 226 | |||
Intercompany payables, net | 748 | 902 | |||
Long-term debt | 1,655 | 1,635 | |||
Liability for pension benefits | 0 | 0 | |||
Deferred tax liabilities | 0 | 0 | |||
Provision for liabilities | 120 | 120 | |||
Long-term lease liabilities | 0 | ||||
Other non-current liabilities | 16 | 13 | |||
Total non-current liabilities | 2,539 | 2,670 | |||
TOTAL LIABILITIES | 2,754 | 2,896 | |||
REDEEMABLE NON-CONTROLLING INTEREST | 0 | 0 | |||
EQUITY | |||||
Total Willis Towers Watson shareholders’ equity | 4,188 | 4,180 | |||
Non-controlling interests | 0 | 0 | |||
Total equity | 4,188 | 4,180 | |||
TOTAL LIABILITIES AND EQUITY | 6,942 | 7,076 | |||
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 | 1,452 | 1,355 | |||
Fixed assets, net | 0 | 0 | |||
Goodwill | 0 | 0 | |||
Other intangible assets, net | 0 | 0 | |||
Right-of-use assets | 0 | ||||
Pension benefits assets | 0 | 0 | |||
Other non-current assets | 2 | 2 | |||
Total non-current assets | 1,454 | 1,357 | |||
Investments in subsidiaries | 2,526 | 2,677 | |||
TOTAL ASSETS | 3,981 | 4,035 | |||
LIABILITIES AND EQUITY | |||||
Fiduciary liabilities | 0 | 0 | |||
Deferred revenue and accrued expenses | 0 | 0 | |||
Current debt | 0 | 0 | |||
Current lease liabilities | 0 | ||||
Other current liabilities | 19 | 33 | |||
Total current liabilities | 19 | 33 | |||
Intercompany payables, net | 0 | 0 | |||
Long-term debt | 2,364 | 2,256 | |||
Liability for pension benefits | 0 | 0 | |||
Deferred tax liabilities | 0 | 0 | |||
Provision for liabilities | 0 | 0 | |||
Long-term lease liabilities | 0 | ||||
Other non-current liabilities | 0 | 0 | |||
Total non-current liabilities | 2,364 | 2,256 | |||
TOTAL LIABILITIES | 2,383 | 2,289 | |||
REDEEMABLE NON-CONTROLLING INTEREST | 0 | 0 | |||
EQUITY | |||||
Total Willis Towers Watson shareholders’ equity | 1,598 | 1,746 | |||
Non-controlling interests | 0 | 0 | |||
Total equity | 1,598 | 1,746 | |||
TOTAL LIABILITIES AND EQUITY | $ 3,981 | $ 4,035 |
Financial Information for Iss_6
Financial Information for Issuers and Other Guarantor Subsidiaries - Unaudited Condensed Consolidated Statement of Cash Flows (Details) - USD ($) $ in Millions | 3 Months Ended | |
Mar. 31, 2019 | Mar. 31, 2018 | |
Condensed Financial Statements, Captions [Line Items] | ||
NET CASH FROM/(USED IN) OPERATING ACTIVITIES | $ (47) | $ 18 |
Additions to fixed assets and software for internal use | (57) | (65) |
Capitalized software costs | (17) | (13) |
Acquisitions of operations, net of cash acquired | (1) | (5) |
Net proceeds from sale of operations | 0 | 4 |
(Repayments of)/proceeds from intercompany investing activities, net | 0 | 0 |
Net cash used in investing activities | (75) | (79) |
Additions to fixed assets and software for internal use | (57) | (65) |
Capitalized software costs | (17) | (13) |
Acquisitions of operations, net of cash acquired | (1) | (5) |
Net proceeds from sale of operations | 0 | 4 |
Proceeds from/(repayments of) intercompany investing activities, net | 0 | 0 |
Net cash used in investing activities | (75) | (79) |
CASH FLOWS (USED IN)/FROM FINANCING ACTIVITIES | ||
Net borrowings on revolving credit facility | 138 | 61 |
Repayments of debt | (1) | (21) |
Proceeds from issuance of shares | 22 | 11 |
Cash paid for employee taxes on withholding shares | 0 | (7) |
Dividends paid | (77) | (68) |
(Repayments of)/proceeds from intercompany financing activities, net | 0 | 0 |
Net cash from/(used in) financing activities | 82 | (24) |
DECREASE IN CASH AND CASH EQUIVALENTS | (40) | (85) |
Effect of exchange rate changes on cash and cash equivalents | (1) | 9 |
CASH AND CASH EQUIVALENTS, BEGINNING OF PERIOD | 1,033 | 1,030 |
CASH AND CASH EQUIVALENTS, END OF PERIOD | 992 | 954 |
Other guarantors [Member] | ||
Condensed Financial Statements, Captions [Line Items] | ||
NET CASH FROM/(USED IN) OPERATING ACTIVITIES | (82) | 245 |
Additions to fixed assets and software for internal use | (1) | (1) |
Capitalized software costs | 0 | 0 |
Acquisitions of operations, net of cash acquired | 0 | 0 |
Net proceeds from sale of operations | 0 | |
(Repayments of)/proceeds from intercompany investing activities, net | 78 | 63 |
Net cash used in investing activities | 77 | 62 |
Additions to fixed assets and software for internal use | (1) | (1) |
Capitalized software costs | 0 | 0 |
Acquisitions of operations, net of cash acquired | 0 | 0 |
Net proceeds from sale of operations | 0 | |
Proceeds from/(repayments of) intercompany investing activities, net | (78) | (63) |
Net cash used in investing activities | 77 | 62 |
CASH FLOWS (USED IN)/FROM FINANCING ACTIVITIES | ||
Net borrowings on revolving credit facility | 0 | 0 |
Repayments of debt | 0 | 0 |
Proceeds from issuance of shares | 0 | 0 |
Cash paid for employee taxes on withholding shares | 0 | 0 |
Dividends paid | 0 | (1) |
(Repayments of)/proceeds from intercompany financing activities, net | 5 | (306) |
Net cash from/(used in) financing activities | 5 | (307) |
DECREASE IN CASH AND CASH EQUIVALENTS | 0 | 0 |
Effect of exchange rate changes on cash and cash equivalents | 0 | 0 |
CASH AND CASH EQUIVALENTS, BEGINNING OF PERIOD | 0 | 1 |
CASH AND CASH EQUIVALENTS, END OF PERIOD | 0 | 1 |
Non-guarantors [Member] | ||
Condensed Financial Statements, Captions [Line Items] | ||
NET CASH FROM/(USED IN) OPERATING ACTIVITIES | 158 | 328 |
Additions to fixed assets and software for internal use | (56) | (64) |
Capitalized software costs | (17) | (13) |
Acquisitions of operations, net of cash acquired | (1) | (5) |
Net proceeds from sale of operations | 4 | |
(Repayments of)/proceeds from intercompany investing activities, net | (34) | (195) |
Net cash used in investing activities | (108) | (273) |
Additions to fixed assets and software for internal use | (56) | (64) |
Capitalized software costs | (17) | (13) |
Acquisitions of operations, net of cash acquired | (1) | (5) |
Net proceeds from sale of operations | 4 | |
Proceeds from/(repayments of) intercompany investing activities, net | 34 | 195 |
Net cash used in investing activities | (108) | (273) |
CASH FLOWS (USED IN)/FROM FINANCING ACTIVITIES | ||
Net borrowings on revolving credit facility | 0 | 0 |
Repayments of debt | (1) | (21) |
Proceeds from issuance of shares | 0 | 0 |
Cash paid for employee taxes on withholding shares | 0 | (7) |
Dividends paid | 0 | 0 |
(Repayments of)/proceeds from intercompany financing activities, net | (89) | (110) |
Net cash from/(used in) financing activities | (90) | (138) |
DECREASE IN CASH AND CASH EQUIVALENTS | (40) | (83) |
Effect of exchange rate changes on cash and cash equivalents | (1) | 9 |
CASH AND CASH EQUIVALENTS, BEGINNING OF PERIOD | 1,033 | 1,027 |
CASH AND CASH EQUIVALENTS, END OF PERIOD | 992 | 953 |
Reportable Legal Entities [Member] | Parent Company [Member] | ||
Condensed Financial Statements, Captions [Line Items] | ||
NET CASH FROM/(USED IN) OPERATING ACTIVITIES | 38 | 72 |
Additions to fixed assets and software for internal use | 0 | 0 |
Capitalized software costs | 0 | 0 |
Acquisitions of operations, net of cash acquired | 0 | 0 |
Net proceeds from sale of operations | 0 | |
(Repayments of)/proceeds from intercompany investing activities, net | 17 | (17) |
Net cash used in investing activities | 17 | (17) |
Additions to fixed assets and software for internal use | 0 | 0 |
Capitalized software costs | 0 | 0 |
Acquisitions of operations, net of cash acquired | 0 | 0 |
Net proceeds from sale of operations | 0 | |
Proceeds from/(repayments of) intercompany investing activities, net | (17) | 17 |
Net cash used in investing activities | 17 | (17) |
CASH FLOWS (USED IN)/FROM FINANCING ACTIVITIES | ||
Net borrowings on revolving credit facility | 0 | 0 |
Repayments of debt | 0 | 0 |
Proceeds from issuance of shares | 22 | 11 |
Cash paid for employee taxes on withholding shares | 0 | 0 |
Dividends paid | (77) | (68) |
(Repayments of)/proceeds from intercompany financing activities, net | 0 | 0 |
Net cash from/(used in) financing activities | (55) | (57) |
DECREASE IN CASH AND CASH EQUIVALENTS | 0 | (2) |
Effect of exchange rate changes on cash and cash equivalents | 0 | 0 |
CASH AND CASH EQUIVALENTS, BEGINNING OF PERIOD | 0 | 2 |
CASH AND CASH EQUIVALENTS, END OF PERIOD | 0 | 0 |
Consolidating adjustments [Member] | ||
Condensed Financial Statements, Captions [Line Items] | ||
NET CASH FROM/(USED IN) OPERATING ACTIVITIES | 0 | (333) |
Additions to fixed assets and software for internal use | 0 | 0 |
Capitalized software costs | 0 | 0 |
Acquisitions of operations, net of cash acquired | 0 | 0 |
Net proceeds from sale of operations | 0 | |
(Repayments of)/proceeds from intercompany investing activities, net | (35) | (244) |
Net cash used in investing activities | (35) | (244) |
Additions to fixed assets and software for internal use | 0 | 0 |
Capitalized software costs | 0 | 0 |
Acquisitions of operations, net of cash acquired | 0 | 0 |
Net proceeds from sale of operations | 0 | |
Proceeds from/(repayments of) intercompany investing activities, net | 35 | 244 |
Net cash used in investing activities | (35) | (244) |
CASH FLOWS (USED IN)/FROM FINANCING ACTIVITIES | ||
Net borrowings on revolving credit facility | 0 | 0 |
Repayments of debt | 0 | 0 |
Proceeds from issuance of shares | 0 | 0 |
Cash paid for employee taxes on withholding shares | 0 | 0 |
Dividends paid | 0 | 333 |
(Repayments of)/proceeds from intercompany financing activities, net | 35 | 244 |
Net cash from/(used in) financing activities | 35 | 577 |
DECREASE IN CASH AND CASH EQUIVALENTS | 0 | 0 |
Effect of exchange rate changes on cash and cash equivalents | 0 | 0 |
CASH AND CASH EQUIVALENTS, BEGINNING OF PERIOD | 0 | 0 |
CASH AND CASH EQUIVALENTS, END OF PERIOD | 0 | 0 |
Willis North America [Member] | Reportable Legal Entities [Member] | ||
Condensed Financial Statements, Captions [Line Items] | ||
NET CASH FROM/(USED IN) OPERATING ACTIVITIES | (130) | (98) |
Additions to fixed assets and software for internal use | 0 | 0 |
Capitalized software costs | 0 | 0 |
Acquisitions of operations, net of cash acquired | 0 | 0 |
Net proceeds from sale of operations | 0 | |
(Repayments of)/proceeds from intercompany investing activities, net | 111 | 67 |
Net cash used in investing activities | 111 | 67 |
Additions to fixed assets and software for internal use | 0 | 0 |
Capitalized software costs | 0 | 0 |
Acquisitions of operations, net of cash acquired | 0 | 0 |
Net proceeds from sale of operations | 0 | |
Proceeds from/(repayments of) intercompany investing activities, net | (111) | (67) |
Net cash used in investing activities | 111 | 67 |
CASH FLOWS (USED IN)/FROM FINANCING ACTIVITIES | ||
Net borrowings on revolving credit facility | 20 | 55 |
Repayments of debt | 0 | 0 |
Proceeds from issuance of shares | 0 | 0 |
Cash paid for employee taxes on withholding shares | 0 | 0 |
Dividends paid | 0 | 0 |
(Repayments of)/proceeds from intercompany financing activities, net | (1) | (24) |
Net cash from/(used in) financing activities | 19 | 31 |
DECREASE IN CASH AND CASH EQUIVALENTS | 0 | 0 |
Effect of exchange rate changes on cash and cash equivalents | 0 | 0 |
CASH AND CASH EQUIVALENTS, BEGINNING OF PERIOD | 0 | 0 |
CASH AND CASH EQUIVALENTS, END OF PERIOD | 0 | 0 |
Trinity Acquisition plc [Member] | Reportable Legal Entities [Member] | ||
Condensed Financial Statements, Captions [Line Items] | ||
NET CASH FROM/(USED IN) OPERATING ACTIVITIES | (31) | (196) |
Additions to fixed assets and software for internal use | 0 | 0 |
Capitalized software costs | 0 | 0 |
Acquisitions of operations, net of cash acquired | 0 | 0 |
Net proceeds from sale of operations | 0 | |
(Repayments of)/proceeds from intercompany investing activities, net | (137) | 326 |
Net cash used in investing activities | (137) | 326 |
Additions to fixed assets and software for internal use | 0 | 0 |
Capitalized software costs | 0 | 0 |
Acquisitions of operations, net of cash acquired | 0 | 0 |
Net proceeds from sale of operations | 0 | |
Proceeds from/(repayments of) intercompany investing activities, net | 137 | (326) |
Net cash used in investing activities | (137) | 326 |
CASH FLOWS (USED IN)/FROM FINANCING ACTIVITIES | ||
Net borrowings on revolving credit facility | 118 | 6 |
Repayments of debt | 0 | 0 |
Proceeds from issuance of shares | 0 | 0 |
Cash paid for employee taxes on withholding shares | 0 | 0 |
Dividends paid | 0 | (332) |
(Repayments of)/proceeds from intercompany financing activities, net | 50 | 196 |
Net cash from/(used in) financing activities | 168 | (130) |
DECREASE IN CASH AND CASH EQUIVALENTS | 0 | 0 |
Effect of exchange rate changes on cash and cash equivalents | 0 | 0 |
CASH AND CASH EQUIVALENTS, BEGINNING OF PERIOD | 0 | 0 |
CASH AND CASH EQUIVALENTS, END OF PERIOD | $ 0 | $ 0 |