Document and Entity Information
Document and Entity Information - shares | 3 Months Ended | |
Mar. 31, 2022 | Apr. 25, 2022 | |
Cover [Abstract] | ||
Amendment Flag | false | |
Document Type | 10-Q | |
Document Period End Date | Mar. 31, 2022 | |
Document Fiscal Year Focus | 2022 | |
Document Fiscal Period Focus | Q1 | |
Entity Registrant Name | WILLIS TOWERS WATSON PLC | |
Entity Central Index Key | 0001140536 | |
Entity Current Reporting Status | Yes | |
Entity Interactive Data Current | Yes | |
Current Fiscal Year End Date | --12-31 | |
Entity Filer Category | Large Accelerated Filer | |
Entity Common Stock, Shares Outstanding | 111,488,239 | |
Entity Shell Company | false | |
Entity Small Business | false | |
Entity Emerging Growth Company | false | |
Trading Symbol | WTW | |
Title of 12(b) Security | Ordinary Shares, nominal value $0.000304635 per share | |
Security Exchange Name | NASDAQ | |
Entity File Number | 001-16503 | |
Entity Incorporation, State or Country Code | L2 | |
Entity Tax Identification Number | 98-0352587 | |
Entity Address, Address Line One | c/o Willis Group Limited | |
Entity Address, Address Line Two | 51 Lime Street | |
Entity Address, City or Town | London | |
Entity Address, Country | GB | |
Entity Address, Postal Zip Code | EC3M 7DQ | |
City Area Code | 011 | |
Local Phone Number | 44-20-3124-6000 | |
Document Quarterly Report | true | |
Document Transition Report | false |
Condensed Consolidated Statemen
Condensed Consolidated Statements of Comprehensive Income (Unaudited) - USD ($) $ in Millions | 3 Months Ended | |
Mar. 31, 2022 | Mar. 31, 2021 | |
Income Statement [Abstract] | ||
Revenue | $ 2,160 | $ 2,228 |
Costs of providing services | ||
Salaries and benefits | 1,318 | 1,419 |
Other operating expenses | 486 | 400 |
Depreciation | 66 | 71 |
Amortization | 85 | 103 |
Restructuring costs | 6 | 0 |
Transaction and transformation, net | 20 | 24 |
Total costs of providing services | 1,981 | 2,017 |
Income from operations | 179 | 211 |
Interest expense | (49) | (59) |
Other income, net | 27 | 438 |
INCOME FROM CONTINUING OPERATIONS BEFORE INCOME TAXES | 157 | 590 |
Provision for income taxes | (43) | (44) |
INCOME FROM CONTINUING OPERATIONS | 114 | 546 |
Income from discontinued operations, net of tax | 11 | 190 |
NET INCOME | 125 | 736 |
Income attributable to non-controlling interests | (3) | (3) |
NET INCOME ATTRIBUTABLE TO WTW | $ 122 | $ 733 |
Basic earnings per share: | ||
Income from continuing operations per share | $ 0.94 | $ 4.18 |
Income from discontinued operations per share | 0.09 | 1.46 |
Basic earnings per share | 1.03 | 5.64 |
Diluted earnings per share: | ||
Income from continuing operations per share | 0.94 | 4.17 |
Income from discontinued operations per share | 0.09 | 1.46 |
Diluted earnings per share | $ 1.03 | $ 5.63 |
Comprehensive income before non-controlling interests | $ 69 | $ 786 |
Comprehensive income attributable to non-controlling interests | (3) | (5) |
Comprehensive income attributable to WTW | $ 66 | $ 781 |
Condensed Consolidated Balance
Condensed Consolidated Balance Sheets (Unaudited) - USD ($) $ in Millions | Mar. 31, 2022 | Dec. 31, 2021 |
ASSETS | ||
Cash and cash equivalents | $ 2,198 | $ 4,486 |
Fiduciary assets | 11,631 | 11,014 |
Accounts receivable, net | 2,186 | 2,370 |
Prepaid and other current assets | 390 | 612 |
Current assets held for sale | 7 | 6 |
Total current assets | 16,412 | 18,488 |
Fixed assets, net | 817 | 851 |
Goodwill | 10,200 | 10,183 |
Other intangible assets, net | 2,492 | 2,555 |
Right-of-use assets | 701 | 720 |
Pension benefits assets | 992 | 971 |
Other non-current assets | 1,227 | 1,202 |
Total non-current assets | 16,429 | 16,482 |
TOTAL ASSETS | 32,841 | 34,970 |
LIABILITIES AND EQUITY | ||
Fiduciary liabilities | 11,631 | 11,014 |
Deferred revenue and accrued expenses | 1,398 | 1,926 |
Current debt | 599 | 613 |
Current lease liabilities | 142 | 150 |
Other current liabilities | 1,137 | 1,015 |
Current liabilities held for sale | 7 | 6 |
Total current liabilities | 14,914 | 14,724 |
Long-term debt | 3,975 | 3,974 |
Liability for pension benefits | 698 | 757 |
Deferred tax liabilities | 835 | 845 |
Provision for liabilities | 385 | 375 |
Long-term lease liabilities | 715 | 734 |
Other non-current liabilities | 244 | 253 |
Total non-current liabilities | 6,852 | 6,938 |
TOTAL LIABILITIES | 21,766 | 21,662 |
COMMITMENTS AND CONTINGENCIES | ||
EQUITY | ||
Additional paid-in capital | 10,826 | 10,804 |
Retained earnings | 2,423 | 4,645 |
Accumulated other comprehensive loss, net of tax | (2,242) | (2,186) |
Treasury shares, at cost, 17,519 shares in 2022 and 2021 | (3) | (3) |
Total WTW shareholders equity | 11,004 | 13,260 |
Non-controlling interests | 71 | 48 |
Total equity | 11,075 | 13,308 |
TOTAL LIABILITIES AND EQUITY | $ 32,841 | $ 34,970 |
Condensed Consolidated Balanc_2
Condensed Consolidated Balance Sheets (Unaudited) (Parenthetical) - $ / shares | Mar. 31, 2022 | Dec. 31, 2021 |
Preference shares, nominal value (USD per share) | $ 0.000115 | $ 0.000115 |
Preference shares, shares authorized | 1,000,000,000 | 1,000,000,000 |
Preference shares, shares issued | 0 | 0 |
Ordinary shares, $0.000304635 nominal value [Member] | ||
Ordinary shares, nominal value | $ 0.000304635 | $ 0.000304635 |
Ordinary shares, shares authorized | 1,510,003,775 | 1,510,003,775 |
Ordinary shares, shares issued | 112,212,590 | 122,055,815 |
Ordinary shares, shares outstanding | 112,212,590 | 122,055,815 |
Treasury shares | 17,519 | 17,519 |
Condensed Consolidated Statem_2
Condensed Consolidated Statements of Cash Flows (Unaudited) - USD ($) | 3 Months Ended | ||
Mar. 31, 2022 | Mar. 31, 2021 | ||
CASH FLOWS FROM/(USED IN) OPERATING ACTIVITIES | |||
NET INCOME | $ 125,000,000 | $ 736,000,000 | |
Adjustments to reconcile net income to total net cash from operating activities: | |||
Depreciation | 66,000,000 | 71,000,000 | |
Amortization | 85,000,000 | 103,000,000 | |
Impairment | 81,000,000 | ||
Non-cash lease expense | 33,000,000 | 37,000,000 | |
Net periodic benefit of defined benefit pension plans | (40,000,000) | (42,000,000) | |
Provision for doubtful receivables from clients | 5,000,000 | 8,000,000 | |
(Benefit from)/provision for deferred income taxes | (17,000,000) | 10,000,000 | |
Share-based compensation | 22,000,000 | 27,000,000 | |
Net loss/(gain) on disposal of operations | 56,000,000 | (359,000,000) | |
Non-cash foreign exchange gain | (5,000,000) | (2,000,000) | |
Other, net | (5,000,000) | (24,000,000) | |
Changes in operating assets and liabilities, net of effects from purchase of subsidiaries: | |||
Accounts receivable | 82,000,000 | (115,000,000) | |
Other assets | (22,000,000) | (15,000,000) | |
Other liabilities | (458,000,000) | (556,000,000) | |
Provisions | 13,000,000 | (7,000,000) | |
Net cash from/(used in) operating activities | 21,000,000 | (128,000,000) | |
CASH FLOWS FROM INVESTING ACTIVITIES | |||
Additions to fixed assets and software for internal use | (31,000,000) | (37,000,000) | |
Capitalized software costs | (15,000,000) | (14,000,000) | |
Acquisitions of operations, net of cash acquired | (68,000,000) | 0 | |
Proceeds from sale of operations | 0 | 696,000,000 | |
Cash and fiduciary funds transferred in sale of operations | (12,000,000) | (216,000,000) | |
Sale of investments | 200,000,000 | 0 | |
Net cash from investing activities | 74,000,000 | 429,000,000 | |
CASH FLOWS USED IN FINANCING ACTIVITIES | |||
Repayments of debt | (1,000,000) | (508,000,000) | |
Repurchase of shares | (2,250,000,000) | 0 | |
Proceeds from issuance of shares | 1,000,000 | 1,000,000 | |
Net payments from fiduciary funds held for clients | (211,000,000) | (199,000,000) | |
Payments of deferred and contingent consideration related to acquisitions | (20,000,000) | (17,000,000) | |
Cash paid for employee taxes on withholding shares | (1,000,000) | 0 | |
Dividends paid | (98,000,000) | (92,000,000) | |
Acquisitions of and dividends paid to non-controlling interests | 0 | (17,000,000) | |
Net cash used in financing activities | (2,580,000,000) | (832,000,000) | |
DECREASE IN CASH, CASH EQUIVALENTS AND RESTRICTED CASH | [1] | (2,485,000,000) | (531,000,000) |
Effect of exchange rate changes on cash, cash equivalents and restricted cash | (34,000,000) | (60,000,000) | |
CASH, CASH EQUIVALENTS AND RESTRICTED CASH, BEGINNING OF PERIOD | [1] | 7,691,000,000 | 6,301,000,000 |
CASH, CASH EQUIVALENTS AND RESTRICTED CASH, END OF PERIOD | [1] | $ 5,172,000,000 | $ 5,710,000,000 |
[1] | The amounts of cash, cash equivalents and restricted cash, their respective classification on the condensed consolidated balance sheets, as well as their respective portions of the increase or decrease in cash, cash equivalents and restricted cash for each of the periods presented have been included in Note 19 — Supplemental Disclosures of Cash Flow Information. |
Condensed Consolidated Statem_3
Condensed Consolidated Statements of Changes in Equity (Unaudited) - USD ($) shares in Thousands, $ in Millions | Total | Shares outstanding [Member] | Ordinary shares and APIC [Member] | Retained earnings [Member] | Treasury shares [Member] | AOCL [Member] | [1] | Total WTW shareholders' equity [Member] | Non-controlling interests [Member] | |
Equity, beginning balance at Dec. 31, 2020 | $ 10,932 | $ 10,748 | $ 2,434 | $ (3) | $ (2,359) | $ 10,820 | $ 112 | |||
Equity, beginning balance (in shares) at Dec. 31, 2020 | 128,965 | |||||||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||||||
Net income | 736 | 733 | 733 | 3 | ||||||
Dividends declared | (92) | (92) | (92) | |||||||
Dividends attributable to non-controlling interests | (17) | (17) | ||||||||
Other comprehensive income (loss) | 50 | 48 | 48 | 2 | ||||||
Issuance of shares under employee stock compensation plans | 1 | 1 | 1 | |||||||
Issuance of shares under employee stock compensation plans (in shares) | 9 | |||||||||
Share-based compensation and net settlements | 12 | 12 | 12 | |||||||
Reduction of non-controlling interests | [2] | (52) | (52) | |||||||
Foreign currency translation | 4 | 4 | 4 | |||||||
Equity, ending balance at Mar. 31, 2021 | 11,574 | 10,765 | 3,075 | (3) | (2,311) | 11,526 | 48 | |||
Equity, ending balance (in shares) at Mar. 31, 2021 | 128,974 | |||||||||
Equity, beginning balance at Dec. 31, 2021 | 13,308 | 10,804 | 4,645 | (3) | (2,186) | 13,260 | 48 | |||
Equity, beginning balance (in shares) at Dec. 31, 2021 | 122,056 | |||||||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||||||
Net income | 125 | 122 | 122 | 3 | ||||||
Shares repurchased (in shares) | (9,860) | |||||||||
Shares repurchased | (2,250) | (2,250) | (2,250) | |||||||
Dividends declared | (94) | (94) | (94) | |||||||
Dividends attributable to non-controlling interests | (1) | (1) | ||||||||
Other comprehensive income (loss) | (56) | (56) | (56) | |||||||
Issuance of shares under employee stock compensation plans | 1 | 1 | 1 | |||||||
Issuance of shares under employee stock compensation plans (in shares) | 17 | |||||||||
Share-based compensation and net settlements | 20 | 20 | 20 | |||||||
Acquisition of non-controlling interests | 21 | 21 | ||||||||
Foreign currency translation | 1 | 1 | 1 | |||||||
Equity, ending balance at Mar. 31, 2022 | $ 11,075 | $ 10,826 | $ 2,423 | $ (3) | $ (2,242) | $ 11,004 | $ 71 | |||
Equity, ending balance (in shares) at Mar. 31, 2022 | 112,213 | |||||||||
[1] | Accumulated other comprehensive loss, net of tax (‘AOCL’) | |||||||||
[2] | Attributable to the divestiture of our less than wholly-owned Miller subsidiary. |
Condensed Consolidated Statem_4
Condensed Consolidated Statements of Changes in Equity (Unaudited) (Parenthetical) - $ / shares | 3 Months Ended | |
Mar. 31, 2022 | Mar. 31, 2021 | |
Statement of Stockholders' Equity [Abstract] | ||
Dividends declared per share | $ 0.82 | $ 0.71 |
Nature of Operations
Nature of Operations | 3 Months Ended |
Mar. 31, 2022 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Nature of Operations | Note 1 — Nature of Operations Willis Towers Watson public limited company is a leading global advisory, broking and solutions company that provides data-driven, insight-led solutions in the areas of people, risk and capital. The Company has more than 44,000 colleagues serving more than 140 countries and markets. We design and deliver solutions that manage risk, optimize benefits, cultivate talent, and expand the power of capital to protect and strengthen institutions and individuals. Our risk management services include strategic risk consulting (including providing actuarial analysis), a variety of due diligence services, the provision of practical on-site risk control services (such as health and safety and property loss control consulting), advisory services, leading-edge technology solutions, and unparalleled analytical and modeling capabilities (such as hazard modeling). We also assist our clients with planning for addressing incidents or crises when they occur. These services include contingency planning, security audits and product tampering plans. We help our clients enhance business performance by delivering consulting services, technology and solutions that effectively deliver valuable benefits and create an engaging employee experience. Our services and solutions encompass such areas as employee benefits, total rewards, talent, wellbeing and benefits outsourcing. In addition, we provide investment advice to help our clients develop disciplined and efficient strategies to meet their investment goals and expand the power of capital. As an insurance broker, we act as an intermediary between our clients and insurance carriers by advising on their risk management requirements, helping them to determine the best means of managing risk and negotiating and placing insurance with insurance carriers through our unrestricted access to the global insurance market. We operate a private Medicare marketplace in the U.S. through which, along with our active employee marketplace, we help our clients move to a more sustainable economic model by capping and controlling the costs associated with healthcare benefits. We also provide direct-to-consumer sales of Medicare coverage. We are not an insurance company, and therefore we do not underwrite insurable risks for our own account. We help sharpen strategies, enhance organizational resilience, motivate workforces and maximize performance to uncover opportunities for sustainable success. Segment Reorganization On January 1, 2022, WTW realigned to provide its comprehensive offering of services and solutions to clients across two business segments: Health, Wealth & Career (‘HWC’), and Risk & Broking (‘R&B’). These changes were made in conjunction with changes in the WTW leadership team, including the appointment of a new chief executive officer who succeeded the prior CEO as the chief operating decision maker on that date. Prior to January 1, 2022, we operated across four segments: Human Capital and Benefits; Corporate Risk and Broking; Investment, Risk and Reinsurance; and Benefits Delivery and Administration. Following the realignment, the two new segments consist of the following businesses: • The HWC segment includes businesses previously aligned under the Human Capital and Benefits segment, the Benefits Delivery and Administration segment, and the Investment business, which was previously under the Investment, Risk and Reinsurance segment. • The R&B segment includes businesses previously aligned under the Corporate Risk and Broking segment, as well as the Insurance Consulting and Technology business, which was previously under the Investment, Risk and Reinsurance segment. In add ition, effective January 1, 2022, the Company manages its businesses across three geographical areas: North America, Europe (including Great Britain) and International. Certain Investment, Risk and Reinsurance businesses that were part of the results from continuing operations in the prior-year period presented were divested during 2021. The revenue and income from operations for these businesses have been included as ‘divested businesses’ in the reconciliations between the total segment results and the consolidated results of the Company. However, the results of the divested Willis Re treaty-reinsurance business is presented as discontinued operations and is therefore excluded from the divested businesses presented in the segment reconciliations. Segment results herein are presented on a retrospective basis to reflect the reorganization. See Note 4 — Revenue, Note 5 — Segment Information, Note 6 — Restructuring Costs and Note 8 — Goodwill and Other Intangible Assets for the Company's segment-based presentations. |
Basis of Presentation and Recen
Basis of Presentation and Recent Accounting Pronouncements | 3 Months Ended |
Mar. 31, 2022 | |
Accounting Policies [Abstract] | |
Basis of Presentation and Recent Accounting Pronouncements | Note 2 — Basis of Presentation and Recent Accounting Pronouncements Basis of Presentation The accompanying unaudited quarterly condensed consolidated financial statements of WTW and our subsidiaries are presented in accordance with the rules and regulations of the SEC for quarterly reports on Form 10-Q and therefore certain footnote disclosures have been condensed or omitted from these financial statements as they are not required for interim reporting under U.S. GAAP. We have reclassified certain prior period amounts to conform to the current period presentation due to the recognition of discontinued operations and assets and liabilities as held-for-sale (see below for further discussion). Additionally, certain amounts on the condensed consolidated statements of cash flows have been revised from their prior period classifications. See Note 19 - Supplemental Disclosures of Cash Flow Information for more information as to the nature of the revision and the amounts. In the opinion of management, these condensed consolidated financial statements reflect all adjustments, consisting of normal recurring adjustments, which are necessary for a fair presentation of the condensed consolidated financial statements and results for the interim periods. All intercompany accounts and transactions have been eliminated in consolidation. The condensed consolidated financial statements should be read together with the Company’s Annual Report on Form 10-K, filed with the SEC on February 24, 2022, 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, 2022 are not necessarily indicative of the results that can be expected for the entire year. The Company experiences seasonal fluctuations of its revenue. Revenue is typically higher during the Company’s first and fourth quarters due primarily to the timing of broking-related activities. The results reflect certain estimates and assumptions made by management, including those estimates used in calculating acquisition consideration and fair value of tangible and intangible assets and 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. Risks and Uncertainties of the Economic Environment Caused by the Pandemic The COVID-19 pandemic has had an adverse impact on global commercial activity, particularly on the global supply chain and workforce availability, and has contributed to significant volatility in the global financial markets including, among other effects, occasional declines in the equity markets, changes in interest rates and reduced liquidity on a global basis. Supply and labor market disruptions caused by COVID-19 as well as other factors, such as accommodative monetary and fiscal policy and the Russian invasion of Ukraine, have contributed to significant inflation in many of the markets in which we operate. This impacts not only the costs to attract and retain employees but also other costs to run and invest in our business. If our costs grow significantly in excess of our ability to raise revenue, our margins and results of operations may be materially and adversely impacted and we may not be able to achieve our strategic and financial objectives. Although we believe we have adapted to the unique challenges posed by the pandemic surrounding how and where we do our work, we are also impacted by the negative effect on workforce availability, which could hamper our ability to grow our capacity on pace with increasing demand for our services. We expect the market for talent to remain highly competitive for at least the next several months. We will continue to monitor the situation and assess any implications to our business and our stakeholders. |
Divestitures
Divestitures | 3 Months Ended |
Mar. 31, 2022 | |
Dispositions [Abstract] | |
Divestitures | Note 3 — Acquisitions and Divestitures Acquisitions The Company c ompleted an acquisition during the three months ended March 31, 2022 for a cash payment of $ 68 million and contingent consideration with an estimated fair value of $ 15 million . Divestment of Russian Business During the first quarter of 2022, WTW announced its intention to transfer ownership of its Russian subsidiary to local management who will operate independently in the Russian market. Due to the sanctions and prohibitions on certain types of business and activities, WTW deconsolidated its Russian entities on March 14, 2022. The completion of the transfer is pending but the deconsolidation resulted in a loss of $ 57 million, which includes an allocation of Risk & Broking goodwill, and was recognized as a loss on disposal of a business within other income, net on our condensed consolidated statement of comprehensive income. Further, certain Russian insurance contracts were placed historically by our U.K. brokers into the London market, the majority of which were under multi-year terms resulting in both current and non-current accounts receivables. Total net assets impaired, including accounts receivable balances related to our Russian business that are held outside of our Russian entities, were $ 81 million during the three months ended March 31, 2022. This impairment charge was recorded in other operating expenses on our condensed consolidated statement of comprehensive income. Willis Re Divestiture On August 13, 2021, the Company entered into a definitive agreement to sell its treaty-reinsurance business (‘Willis Re’) to Arthur J. Gallagher & Co. (‘Gallagher’), a leading global provider of insurance, risk management and consulting services, for total upfront cash consideration of $ 3.25 billion plus an earnout payable in 2025 of up to $ 750 million in cash, subject to certain adjustments. The deal was subject to required regulatory approvals and clearances, as well as other customary closing conditions, and was completed on December 1, 2021 (‘Principal Closing’). Although the majority of the Willis Re businesses transferred to Gallagher at Principal Closing, the assets and liabilities of certain Willis Re businesses were not transferred to Gallagher at the time due to local territory restrictions (‘Deferred Closing’). The Deferred Closing is expected to be completed no later than the end of the second quarter of 2022, and all net earnings of the Deferred Closing businesses accumulated between the Principal Closing and Deferred Closing are payable to Gallagher at that time. The Company recognized a preliminary pre-tax gain of $ 2.3 billion upon completion of the sale. The gain is subject to tax in certain jurisdictions, mainly in the U.S., and is predominantly tax-exempt in the U.K. In connection with the transaction, the Company reclassified the results of its Willis Re operations as discontinued operations on its condensed consolidated statements of comprehensive income and reclassified Willis Re assets and liabilities as held for sale on its condensed consolidated balance sheets. The condensed consolidated cash flow statements were not adjusted for the divestiture. Willis Re was previously included in the Company's former Investment, Risk and Reinsurance segment. The assets and liabilities of the Willis Re businesses that will be transferred at Deferred Closing continue to be presented as held for sale on the condensed consolidated balance sheets at March 31, 2022 and December 31, 2021, and the results of these businesses following the Principal Closing have been included in income from discontinued operations on the condensed consolidated statements of comprehensive income. The Company will account for the earnout as a gain contingency and therefore did not record any receivables upon close. Rather, the earnout will be recognized in the Company’s condensed consolidated financial statements, if it is received, in 2025. A number of services are continuing under a cost reimbursement Transition Services Agreement (‘TSA’) in which WTW is providing Gallagher support including real estate leases, information technology, payroll, human resources and accounting. These services are expected to be provided for a period not to exceed two years from the Principal Closing. Fees earned under the TSA were $ 12 million during the three months ended March 31, 2022 and have been recognized as a reduction to the costs incurred to service the TSA and are included in continuing operations within other operating expenses on the condensed consolidated statements of comprehensive income. Costs incurred to service the TSA are expected to be reduced as part of the Company’s Transformation program (see Note 6 — Restructuring Costs for a description of the program) as quickly as possible when the services are no longer required by Gallagher. The following selected financial information relates to the operations of Willis Re for the periods presented: Three Months Ended 2022 2021 Revenue from discontinued operations $ 28 $ 362 Costs of providing services Salaries and benefits 6 104 Other operating expenses — 17 Total costs of providing services 6 121 Other income, net — 1 Income from discontinued operations before income taxes 22 242 Adjustment to gain on disposal of Willis Re ( 2 ) — Provision for income taxes ( 3 ) ( 52 ) Net income payable to Gallagher on Deferred Closing ( 6 ) — Income from discontinued operations, net of tax $ 11 $ 190 The expense amounts reflected above represent only the direct costs attributable to the Willis Re business and exclude allocations of corporate costs that will be retained following the sale. Neither the discontinued operations presented above, nor the unallocated corporate costs, reflect the impact of any cost reimbursement that will be received under the TSA. Assets and liabilities classified as held for sale within our condensed consolidated balance sheets at both March 31, 2022 and December 31, 2021 are related to entities that are part of the Deferred Closing. Certain amounts included in the condensed consolidated balance sheets have been excluded from the held-for-sale balances disclosed since the assets are not transferring under the terms of the sale agreement, and instead will be settled by the Company. At March 31, 2022 and December 31, 2021, the amounts of significant assets and liabilities related to the Willis Re businesses which were not transferred in the sale and are therefore not classified as held for sale on the condensed consolidated balance sheets are $ 3.2 billion and $ 2.6 billion of fiduciary assets and liabilities, $ 53 million and $ 71 million of accounts receivable and $ 113 million and $ 91 million of other current liabilities, respectively. Miller Divestiture On March 1, 2021, the Company completed the transaction to sell its U.K.-based, majority-owned wholesale subsidiary Miller for final total consideration of GBP 623 million ($ 818 million), which includes amounts paid to the minority shareholder. The $ 356 million net tax-exempt gain on the sale was included in Other income, net in the condensed consolidated statement of comprehensive income during the three months ended March 31, 2021. Prior to disposal, Miller was included within the Company's former Investment, Risk and Reinsurance segment. |
Revenue
Revenue | 3 Months Ended |
Mar. 31, 2022 | |
Revenue from Contract with Customer [Abstract] | |
Revenue | Note 4 — Revenue The prior-year period presented has been recast to exclude the revenue of Willis Re, which has been reclassified as discontinued operations on the Company’s condensed consolidated financial statements (see Note 3 – Acquisitions and Divestitures). Disaggregation of Revenue The Company reports revenue by segment in Note 5 — Segment Information. The following table presents revenue by service offering and segment, as well as a reconciliation to total revenue for the three months ended March 31, 2022 and 2021. Along with reimbursable expenses and other, total revenue by service offering represents our revenue from customer contracts. The prior year segment information has been retrospectively adjusted to conform to the current year presentation. Three Months Ended March 31, HWC R&B Divested Businesses Corporate (i) Total 2022 2021 2022 2021 2022 2021 2022 2021 2022 2021 Broking $ 271 $ 250 $ 696 $ 717 $ — $ 45 $ 4 $ — $ 971 $ 1,012 Consulting 653 652 104 101 — 6 2 2 759 761 Outsourced administration 250 264 27 29 — — — — 277 293 Other 64 61 61 57 — — — 1 125 119 Total revenue by service offering 1,238 1,227 888 904 — 51 6 3 2,132 2,185 Reimbursable expenses and other (i) 13 13 3 1 — — 2 2 18 16 Total revenue from customer contracts $ 1,251 $ 1,240 $ 891 $ 905 $ — $ 51 $ 8 $ 5 $ 2,150 $ 2,201 Interest and other income (ii) 6 6 3 20 — — 1 1 10 27 Total revenue $ 1,257 $ 1,246 $ 894 $ 925 $ — $ 51 $ 9 $ 6 $ 2,160 $ 2,228 (i) Reimbursable expenses and other, as well as Corporate revenue, are excluded from segment revenue, but included in total revenue on the condensed consolidated statements of comprehensive income. Amounts included in Corporate revenue may include eliminations and impacts from hedged revenue transactions. (ii) I nterest 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. The following table presents revenue by the geography where our work is performed for the three months ended March 31, 2022 and 2021. The reconciliation to total revenue on our condensed consolidated statement of comprehensive income and to segment revenue is shown in the table above. The prior year geographic information has been retrospectively adjusted to conform to the current year presentation. Three Months Ended March 31, HWC R&B Divested Businesses Corporate Total 2022 2021 2022 2021 2022 2021 2022 2021 2022 2021 North America $ 779 $ 772 $ 277 $ 266 $ — $ 5 $ 2 $ 2 $ 1,058 $ 1,045 Europe 353 358 480 499 — 46 4 1 837 904 International 106 97 131 139 — — — — 237 236 Total revenue by geography $ 1,238 $ 1,227 $ 888 $ 904 $ — $ 51 $ 6 $ 3 $ 2,132 $ 2,185 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, 2022 and December 31, 2021: March 31, 2022 December 31, 2021 Billed receivables, net of allowance for doubtful accounts of $ 49 million and $ 45 million $ 1,381 $ 1,504 Unbilled receivables 477 431 Current contract assets 328 435 Accounts receivable, net $ 2,186 $ 2,370 Non-current accounts receivable, net $ 14 $ 23 Non-current contract assets $ 569 $ 532 Deferred revenue $ 646 $ 576 During the three months ended March 31, 2022 , revenue of approximately $ 251 million was recognized that was reflected as deferred revenue at December 31, 2021. During the three months ended March 31, 2022 , the Company recognized revenue of approximately $ 3 million related to performance obligations satisfied in a prior period. Performance Obligations The Company has contracts for which performance obligations have not been satisfied as of March 31, 2022 or have been partially satisfied as of this date. The following table shows the expected timing for the satisfaction of the remaining performance obligations. This table does not include contract renewals or variable consideration, which was excluded from the transaction prices in accordance with the guidance on constraining estimates of variable consideration. In addition, in accordance with ASC 606, Revenue From Contracts With Customers (‘ASC 606’), the Company has elected not to disclose the remaining performance obligations when one or both of the following circumstances apply: • Performance obligations which are part of a contract that has an original expected duration of less than one year , and • Performance obligations satisfied in accordance with ASC 606-10-55-18 (‘right to invoice’). Remainder of 2022 2023 2024 onward Total Revenue expected to be recognized on contracts as of March 31, 2022 $ 476 $ 621 $ 682 $ 1,779 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, 2022 have been excluded from the table above. |
Segment Information
Segment Information | 3 Months Ended |
Mar. 31, 2022 | |
Segment Reporting [Abstract] | |
Segment Information | Note 5 — Segment Information WTW has two reportable operating segments or business areas: • Health, Wealth & Career (‘HWC’) • Risk & Broking (‘R&B’) WTW’s chief operating decision maker is its chief executive officer. We determined that the operational data used by the chief operating decision maker is at the segment level. Management bases strategic goals and decisions on these segments and the data presented below is used to assess the adequacy of strategic decisions and the methods of achieving these strategies and related financial results. Management evaluates the performance of its segments and allocates resources to them based on net operating income on a pre-tax basis. The Company experiences seasonal fluctuations of its revenue. Revenue is typically higher during the Company’s first and fourth quarters due primarily to the timing of broking-related activities. For the disclosures below, the prior-year period presented has been recast to exclude the results of Willis Re, which has been reclassified as discontinued operations on the Company’s condensed consolidated financial statements (see Note 3 – Acquisitions and Divestitures). The following table presents segment revenue and segment operating income for our reportable segments for the three months ended March 31, 2022 and 2021. The prior year information has been retrospectively adjusted to conform to the current year presentation. Three Months Ended March 31, HWC R&B Total 2022 2021 2022 2021 2022 2021 Segment revenue $ 1,244 $ 1,233 $ 891 $ 924 $ 2,135 $ 2,157 Segment operating income $ 257 $ 242 $ 192 $ 203 $ 449 $ 445 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, 2022 and 2021. Three Months Ended 2022 2021 Revenue: Total segment revenue $ 2,135 $ 2,157 Divested businesses — 51 Reimbursable expenses and other 25 20 Revenue $ 2,160 $ 2,228 Total segment operating income $ 449 $ 445 Divested businesses — ( 10 ) Impairment (i) ( 81 ) — Amortization ( 85 ) ( 103 ) Restructuring costs ( 6 ) — Transaction and transformation, net (ii) ( 20 ) ( 24 ) Unallocated, net (iii) ( 78 ) ( 97 ) Income from operations 179 211 Interest expense ( 49 ) ( 59 ) Other income, net 27 438 Income from continuing operations before income taxes $ 157 $ 590 (i) Represents the impairment related to the net assets of our Russian business that are held outside of our Russian entities (see Note 3 — Acquisitions and Divestitures for further information). (ii) In 2022, in addition to legal fees and other transaction costs, includes consulting fees related to the Transformation program (see Note 6 — Restructuring Costs). In 2021, includes fees related to our then-proposed Aon combination. (iii) Includes certain costs, primarily related to corporate functions which are not directly related to the segments, and certain differences between budgeted expenses determined at the beginning of the year and actual expenses that we report for U.S. GAAP purposes. The Company does not currently provide asset information by reportable segment as it does not routinely evaluate the total asset position by segment. |
Restructuring Costs
Restructuring Costs | 3 Months Ended |
Mar. 31, 2022 | |
Restructuring and Related Activities [Abstract] | |
Restructuring Costs | Note 6 — Restructuring Costs In the fourth quarter of 2021, the Company initiated a three-year ‘Transformation program’ designed to enhance operations, optimize technology and align its real estate footprint to its new ways of working . The program is expected to generate annual cost savings of approximately $ 300 million by the end of 2024. The program is expected to include cumulative costs of approximately $ 490 million and capital expenditures of approximately $ 260 million, for a total investment of $ 750 million. The main categories of charges will be in the following four areas: • Real estate rationalization — includes costs to align the real estate footprint to the new ways of working (hybrid work) and includes breakage fees and the impairment of right-of-use assets and other related leasehold assets. • Technology modernization — these charges are incurred in moving to common platforms and technologies, including migrating certain platforms and applications to the cloud. This category will include the impairment of technology assets that are duplicative or no longer revenue-producing, as well as costs for technology investments that do not qualify for capitalization. • Process optimization — these costs will be incurred in the right-shoring strategy and automation of our operations, which will include optimizing resource deployment and appropriate colleague alignment. These costs will include process and organizational design costs, severance and separation-related costs and temporary retention costs. • Other — other costs not included above including fees for professional services, other contract terminations not related to the above categories and supplier migration costs. Certain costs under the Transformation program are accounted for under ASC 420, Exit or Disposal Cost Obligation, and are included as restructuring costs in the condensed consolidated statements of comprehensive income. Other costs incurred under the Transformation program are included in transaction and transformation, net and were $ 5 million for the three months ended March 31, 2022. An analysis of total restructuring costs incurred under the Transformation program by category and by segment and corporate functions, from commencement to March 31, 2022, is as follows: HWC R&B Corporate Total 2021 Real estate rationalization $ — $ — $ 19 $ 19 Technology modernization — 5 — 5 Process optimization — — — — Other — — 2 2 2022 Real estate rationalization — — 5 5 Technology modernization — — — — Process optimization 1 — — 1 Other — — — — Total Real estate rationalization — — 24 24 Technology modernization — 5 — 5 Process optimization 1 — — 1 Other — — 2 2 Total $ 1 $ 5 $ 26 $ 32 A rollforward of the liability associated with cash-based charges related to restructuring costs associated with the Transformation program is as follows: Real estate rationalization Technology modernization Process optimization Other Total Balance at October 1, 2021 $ — $ — $ — $ — $ — Charges incurred — — — 2 2 Cash payments — — — ( 1 ) ( 1 ) Balance at December 31, 2021 — — — 1 1 Charges incurred 5 — — — 5 Cash payments ( 5 ) — — ( 1 ) ( 6 ) Balance at March 31, 2022 $ — $ — $ — $ — $ — |
Income Taxes
Income Taxes | 3 Months Ended |
Mar. 31, 2022 | |
Income Tax Disclosure [Abstract] | |
Income Taxes | Note 7 — Income Taxes Provision for income taxes for the three months ended March 31, 2022 was $ 43 million compared to $ 44 million for the three months ended March 31, 2021. The effective tax rate was 27.5 % for the three months ended March 31, 2022 and 7.4 % for the three months ended March 31, 2021. These effective tax rates are calculated using extended values from our condensed consolidated statements of comprehensive income and are therefore more precise tax rates than can be calculated from rounded values. The prior year quarter effective tax rate was lower due to the tax-exempt disposal of our Miller business. Additionally, the current quarter effective tax rate includes the tax effect of the divestment of our Russia business. The Company recognizes deferred tax balances related to the undistributed earnings of subsidiaries when it expects that it will recover those undistributed earnings in a taxable manner, such as through receipt of dividends or sale of the investments. Historically, we have not provided taxes on cumulative earnings of our subsidiaries that have been reinvested indefinitely. As a result of our plans to restructure or distribute accumulated earnings of certain foreign operations, we have recorded an estimate of foreign withholding and state income taxes. However, we assert that the historical cumulative earnings of our other subsidiaries are reinvested indefinitely, and therefore do not provide deferred tax liabilities on these amounts. The Company records valuation allowances against net deferred tax assets based on whether it is more likely than not that the deferred tax assets will be realized. We have liabilities for uncertain tax positions under ASC 740 of $ 42 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 $ 7 million to $ 9 million, excluding interest and penalties. |
Goodwill and Other Intangible A
Goodwill and Other Intangible Assets | 3 Months Ended |
Mar. 31, 2022 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Goodwill and Other Intangible Assets | Note 8 — Goodwill and Other Intangible Assets The components of goodwill are outlined below for the three months ended March 31, 2022. The prior year segment information has been retrospectively adjusted to conform to the current year presentation. HWC R&B Total Balance at December 31, 2021: Goodwill, gross $ 7,904 $ 2,771 $ 10,675 Accumulated impairment losses ( 130 ) ( 362 ) ( 492 ) Goodwill, net - December 31, 2021 7,774 2,409 10,183 Goodwill acquired — 60 60 Goodwill disposals — ( 18 ) ( 18 ) Acquisition accounting adjustments ( 1 ) ( 1 ) ( 2 ) Foreign exchange ( 9 ) ( 14 ) ( 23 ) Balance at March 31, 2022: Goodwill, gross 7,894 2,798 10,692 Accumulated impairment losses ( 130 ) ( 362 ) ( 492 ) Goodwill, net - March 31, 2022 $ 7,764 $ 2,436 $ 10,200 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, 2022: Client relationships Software Trademark and trade name Other Total Balance at December 31, 2021: Intangible assets, gross $ 3,794 $ 742 $ 1,039 $ 102 $ 5,677 Accumulated amortization ( 2,118 ) ( 701 ) ( 257 ) ( 46 ) ( 3,122 ) Intangible assets, net - December 31, 2021 1,676 41 782 56 2,555 Intangible assets acquired 34 — — — 34 Intangible asset disposals — — — ( 5 ) ( 5 ) Amortization ( 60 ) ( 10 ) ( 11 ) ( 4 ) ( 85 ) Foreign exchange ( 5 ) — — ( 2 ) ( 7 ) Balance at March 31, 2022: Intangible assets, gross 3,811 736 1,038 100 5,685 Accumulated amortization ( 2,166 ) ( 705 ) ( 267 ) ( 55 ) ( 3,193 ) Intangible assets, net - March 31, 2022 $ 1,645 $ 31 $ 771 $ 45 $ 2,492 The weighted-average remaining life of amortizable intangible assets at March 31, 2022 was 12.8 years. The table below reflects the future estimated amortization expense for amortizable intangible assets for the remainder of 2022 and for subsequent years: Amortization Remainder of 2022 $ 228 2023 261 2024 229 2025 207 2026 200 Thereafter 1,367 Total $ 2,492 |
Derivative Financial Instrument
Derivative Financial Instruments | 3 Months Ended |
Mar. 31, 2022 | |
Derivative Instruments and Hedging Activities Disclosure [Abstract] | |
Derivative Financial Instruments | Note 9 — Derivative Financial Instruments We are exposed to certain foreign currency risks. Where possible, we identify exposures in our business that can be offset internally. Where no natural offset is identified, we may choose to enter into various derivative transactions. These instruments have the effect of reducing our exposure to unfavorable changes in foreign currency rates. The Company’s board of directors reviews and approves policies for managing this risk as summarized below. Additional information regarding our derivative financial instruments can be found in Note 11 — Fair Value Measurements and Note 17 — Accumulated Other Comprehensive Loss. Foreign Currency Risk Certain non-U.S. subsidiaries receive revenue and incur expenses in currencies other than their functional currency, and as a result, the foreign subsidiary’s functional currency revenue and/or expenses will fluctuate as the currency rates change. Additionally, the forecast Pounds sterling expenses of our London brokerage market operations may exceed their Pounds sterling revenue, and the entity with such operations may also hold significant foreign currency asset or liability positions in the condensed consolidated balance 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, 2022 and December 31, 2021 had total notional amounts of $ 133 million and $ 155 million, respectively, and had a net liability fair value of $ 1 million and a net asset fair value of $ 3 million, respectively. At March 31, 2022 , the Company estimates, based on current exchange rates, there will be $ 1 million of net derivative losses on forward exchange rates reclassified from accumulated other comprehensive loss into earnings within the next twelve months as the forecast transactions affect earnings. At March 31, 2022 , our longest outstanding maturity was 1.6 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, 2022 and 2021 are below. Amounts pertaining to the ineffective portion of hedging instruments and those excluded from effectiveness testing were immaterial for the three months ended March 31, 2022 and 2021. Three Months Ended March 31, (Loss)/gain recognized in OCI (effective element) 2022 2021 Forward exchange contracts $ ( 1 ) $ 4 Location of (loss)/gain reclassified from Accumulated OCL into income (effective element) (Loss)/gain reclassified from Accumulated OCL into income (effective element) 2022 2021 Revenue $ — $ ( 1 ) Salaries and benefits 2 1 Discontinued operations — 1 $ 2 $ 1 We also enter into foreign currency transactions, primarily to hedge certain intercompany loans and other balance sheet exposures in currencies other than the functional currency of a given entity. These derivatives are not generally designated as hedging instruments, and at March 31, 2022 and December 31, 2021, we had notional amounts of $ 2.6 billion and $ 2.9 billion, respectively. At March 31, 2022 and December 31, 2021, we had net asset fair values of $ 9 million and $ 15 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, 2022 and 2021 are as follows: Loss recognized in income Three Months Ended Derivatives not designated as hedging instruments: Location of loss 2022 2021 Forward exchange contracts Other income, net $ ( 6 ) $ ( 16 ) |
Debt
Debt | 3 Months Ended |
Mar. 31, 2022 | |
Debt Disclosure [Abstract] | |
Debt | Note 10 — Debt Current debt consists of the following: March 31, December 31, 2.125 % senior notes due 2022 (i) $ 599 $ 613 $ 599 $ 613 Long-term debt consists of the following: March 31, December 31, Revolving $ 1.5 billion credit facility $ — $ — 4.625 % senior notes due 2023 249 249 3.600 % senior notes due 2024 648 648 4.400 % senior notes due 2026 547 546 4.500 % senior notes due 2028 597 597 2.950 % senior notes due 2029 726 726 6.125 % senior notes due 2043 271 271 5.050 % senior notes due 2048 395 395 3.875 % senior notes due 2049 542 542 $ 3,975 $ 3,974 (i) Notes issued in Euro (€ 540 million). At March 31, 2022 and December 31, 2021, we were in compliance with all financial covenants. |
Fair Value Measurements
Fair Value Measurements | 3 Months Ended |
Mar. 31, 2022 | |
Fair Value Disclosures [Abstract] | |
Fair Value Measurements | Note 11 — Fair Value Measurements The Company has categorized its assets and liabilities that are measured at fair value on a recurring and non-recurring basis into a three-level fair value hierarchy, based on the reliability of the inputs used to determine fair value as follows: • Level 1: refers to fair values determined based on quoted market prices in active markets for identical assets; • Level 2: refers to fair values estimated using observable market-based inputs or unobservable inputs that are corroborated by market data; and • Level 3: includes fair values estimated using unobservable inputs that are not corroborated by market data. The following methods and assumptions were used by the Company in estimating its fair value disclosure for financial instruments: • Available-for-sale securities are classified as Level 1 because we use quoted market prices in 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, which at times includes the use of a Monte Carlo simulation, and discounting the probability-weighted payout. Typically, milestones are based on revenue or earnings growth for the acquired business. The following tables present our assets and liabilities measured at fair value on a recurring basis at March 31, 2022 and December 31, 2021: Fair Value Measurements on a Recurring Basis at Balance Sheet Location Level 1 Level 2 Level 3 Total Assets: Available-for-sale securities: Mutual funds / exchange traded funds Prepaid and other current assets and other non-current assets $ 8 $ — $ — $ 8 Fiduciary assets 151 — — 151 Derivatives: Derivative financial instruments (i) Prepaid and other current assets and other non-current assets $ — $ 10 $ — $ 10 Liabilities: Contingent consideration: Contingent consideration (ii) Other current liabilities and other non-current liabilities $ — $ — $ 50 $ 50 Derivatives: Derivative financial instruments (i) Other current liabilities and other non-current liabilities $ — $ 2 $ — $ 2 Fair Value Measurements on a Recurring Basis at Balance Sheet Location Level 1 Level 2 Level 3 Total Assets: Available-for-sale securities: Mutual funds / exchange traded funds Prepaid and other current assets and other non-current assets $ 9 $ — $ — $ 9 Fiduciary assets 152 — — 152 Certificates of deposit/term deposits Prepaid and other current assets and other non-current assets 200 — — 200 Derivatives: Derivative financial instruments (i) Prepaid and other current assets and other non-current assets $ — $ 18 $ — $ 18 Liabilities: Contingent consideration: Contingent consideration (ii) Other current liabilities and other non-current liabilities $ — $ — $ 51 $ 51 Derivatives: Derivative financial instruments (i) Other current liabilities and other non-current liabilities $ — $ — $ — $ — (i) See Note 9 — Derivative Financial Instruments for further information on our derivative investments. (ii) Probability weightings are based on our knowledge of the past and planned performance of the acquired entity to which the contingent consideration applies. The fair value weighted-average discount rates used in our material contingent consideration calculations were 11.87 % and 11.92 % at March 31, 2022 and December 31, 2021, respectively. The range of these discount rates was 3.53 % - 13.80 % at March 31, 2022. 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, 2022 Balance at December 31, 2021 $ 51 Obligations assumed 15 Payments ( 20 ) Realized and unrealized losses (i) 3 Foreign exchange 1 Balance at March 31, 2022 $ 50 (i) Realized and unrealized losses include accretion and adjustments to contingent consideration liabilities, which are included within Interest expense and Other operating expenses, respectively, on the condensed consolidated statements of comprehensive income. There were no significant transfers to or from Level 3 in the three months ended March 31, 2022. Fair value information about financial instruments not measured at fair value The following tables present our liabilities not measured at fair value on a recurring basis at March 31, 2022 and December 31, 2021: March 31, 2022 December 31, 2021 Carrying Value Fair Value Carrying Value Fair Value Assets: Long-term note receivable $ 68 $ 68 $ 69 $ 70 Liabilities: Current debt $ 599 $ 600 $ 613 $ 616 Long-term debt $ 3,975 $ 4,026 $ 3,974 $ 4,453 The carrying value of our revolving credit facility approximates its fair value. The fair values above, which exclude accrued interest, are not necessarily indicative of the amounts that the Company would realize upon disposition, nor do they indicate the Company’s intent or ability to dispose of the financial instruments. The fair values of our respective senior notes and long-term note receivable are considered Level 2 financial instruments as they are corroborated by observable market data. |
Retirement Benefits
Retirement Benefits | 3 Months Ended |
Mar. 31, 2022 | |
Retirement Benefits [Abstract] | |
Retirement Benefits | Note 12 — Retirement Benefits Defined Benefit Plans and Post-retirement Welfare Plans WTW 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, Switzerland and Ireland. Together, these disclosed funded and unfunded plans represent 99 % of WTW’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, 2022 and 2021: Three Months Ended March 31, 2022 2021 U.S. U.K. Other PRW U.S. U.K. Other PRW Service cost $ 19 $ 3 $ 6 $ — $ 20 $ 4 $ 6 $ — Interest cost 29 19 4 1 23 14 3 — Expected return on plan assets ( 83 ) ( 39 ) ( 10 ) — ( 77 ) ( 43 ) ( 9 ) — Settlement — — — — 1 — — — Amortization of net loss 4 8 1 — 11 7 1 — Amortization of prior service credit — ( 3 ) — ( 1 ) — ( 4 ) — ( 1 ) Net periodic benefit (income)/cost $ ( 31 ) $ ( 12 ) $ 1 $ — $ ( 22 ) $ ( 22 ) $ 1 $ ( 1 ) Employer Contributions to Defined Benefit Pension Plans The Company did no t make any contributions to its U.S. plans during the three months ended March 31, 2022 and currently does no t anticipate making contributions over the remainder of the fiscal year. The Company made contributions of $ 8 million to its U.K. plans for the three months ended March 31, 2022 and anticipates making additional contributions of $ 31 million for the remainder of the fiscal year. The Company made contributions of $ 14 million to its other plans for the three months ended March 31, 2022 and anticipates making additional contributions of $ 11 million for the remainder of the fiscal year. Defined Contribution Plans The Company made contributions to its defined contribution plans of $ 42 million and $ 43 million during the three months ended March 31, 2022 and 2021, respectively. |
Leases
Leases | 3 Months Ended |
Mar. 31, 2022 | |
Leases [Abstract] | |
Leases | Note 13 — Leases The following table presents lease costs recorded on our condensed consolidated statements of comprehensive income for the three months ended March 31, 2022 and 2021: Three Months Ended March 31, 2022 2021 Finance lease cost: Interest on lease liabilities $ 1 $ 1 Operating lease cost 39 46 Variable lease cost 18 13 Sublease income ( 4 ) ( 5 ) Total lease cost, net $ 54 $ 55 The total lease cost is recognized in different locations in our condensed consolidated statements of comprehensive income. Amortization of the finance lease ROU assets is included in depreciation, while the interest cost component of these finance leases is included in interest expense. All other costs are included in other operating expenses, with the exception of $ 5 million that was included in restructuring costs (see Note 6 — Restructuring Costs) that primarily related to the payment of early termination fees . There are no significant lease costs that have been included as discontinued operations in the condensed consolidated statements of comprehensive income during the three months ended March 31, 2022 and 2021. |
Commitments and Contingencies
Commitments and Contingencies | 3 Months Ended |
Mar. 31, 2022 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments and Contingencies | Note 14 — Commitments and Contingencies Indemnification Agreements WTW has various agreements which provide that it may be obligated to indemnify the other party to the agreement with respect to certain matters. Generally, these indemnification provisions are included in contracts arising in the normal course of business and in connection with the purchase and sale of certain businesses, including the disposal of Willis Re. It is not possible to predict the maximum potential amount of future payments that may become due under these indemnification agreements because of the conditional nature of the Company’s obligations and the unique facts of each particular agreement. However, we do not believe that any potential liability that may arise from such indemnity provisions is probable or material. Legal Proceedings In the ordinary course of business, the Company is subject to various actual and potential claims, lawsuits and other proceedings. Some of the claims, lawsuits and other proceedings seek damages in amounts which could, if assessed, be significant. We expect the impact of claims or demands not described below to be immaterial 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 15 — Supplementary Information for Certain Balance Sheet Accounts for the amounts accrued at March 31, 2022 and December 31, 2021 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 any one or more of these events may have a material adverse effect on the Company. The Company provides for contingent liabilities based on ASC 450, Contingencies, when it is determined that a liability, inclusive of defense costs, is probable and reasonably estimable. The contingent liabilities recorded are primarily developed actuarially. Litigation is subject to many factors which are difficult to predict so there can be no assurance that in the event of a material unfavorable result in one or more claims, we will not incur material costs. Note 15 — Supplementary Information for Certain Balance Sheet Accounts Additional details of specific balance sheet accounts are detailed below. Prepaid and other current assets consist of the following: March 31, December 31, Prepayments and accrued income $ 114 $ 137 Short-term investments — 200 Deferred contract costs 64 74 Derivatives and investments 28 35 Deferred compensation plan assets 12 19 Corporate income and other taxes 116 82 Acquired renewal commissions receivable 9 11 Other current assets 47 54 Total prepaid and other current assets $ 390 $ 612 Deferred revenue and accrued expenses consist of the following: March 31, December 31, Accounts payable, accrued liabilities and deferred income $ 926 $ 898 Accrued discretionary and incentive compensation 262 811 Accrued vacation 167 145 Other employee-related liabilities 43 72 Total deferred revenue and accrued expenses $ 1,398 $ 1,926 Other current liabilities consist of the following: March 31, December 31, Dividends payable $ 108 $ 112 Income and other taxes payable 313 278 Interest payable 28 55 Deferred compensation plan liabilities 43 49 Contingent and deferred consideration on acquisitions 15 24 Accrued retirement benefits 58 65 Payroll and other benefits-related liabilities 351 230 Third-party commissions 110 101 Other current liabilities 111 101 Total other non-current liabilities $ 1,137 $ 1,015 Provision for liabilities consists of the following: March 31, December 31, Claims, lawsuits and other proceedings $ 316 $ 311 Other provisions 69 64 Total provision for liabilities $ 385 $ 375 Note 16 — Other Income, Net Other income, net consists of the following: Three Months Ended 2022 2021 (Loss)/gain on disposal of operations $ ( 54 ) $ 359 Net periodic pension and postretirement benefit credits 71 76 Interest in earnings of associates and other investments 2 2 Foreign exchange gain 6 1 Other 2 — Other income, net $ 27 $ 438 Certain prior-year period amounts within the table above have been reclassified to discontinued operations within the condensed consolidated statements of income. Note 17 — Accumulated Other Comprehensive Loss Changes in accumulated other comprehensive loss, net of non-controlling interests, and net of tax are provided in the following tables for the three months ended March 31, 2022 and 2021. These tables exclude amounts attributable to non-controlling interests, which are not material for further disclosure. Foreign currency (i) Derivative (i) Defined pension and (ii) Total 2022 2021 2022 2021 2022 2021 2022 2021 Balance at December 31, 2021 and 2020, respectively $ ( 489 ) $ ( 400 ) $ 11 $ 9 $ ( 1,708 ) $ ( 1,968 ) $ ( 2,186 ) $ ( 2,359 ) Other comprehensive (loss)/income before ( 59 ) ( 42 ) ( 1 ) 7 2 1 ( 58 ) ( 34 ) Gain/(loss) reclassified from accumulated other 3 and $ 6 , respectively) (iii) — 44 ( 2 ) ( 1 ) 4 39 2 82 Net current-period other comprehensive (loss)/income ( 59 ) 2 ( 3 ) 6 6 40 ( 56 ) 48 Balance at March 31, 2022 and 2021, respectively $ ( 548 ) $ ( 398 ) $ 8 $ 15 $ ( 1,702 ) $ ( 1,928 ) $ ( 2,242 ) $ ( 2,311 ) (i) Reclassification adjustments from accumulated other comprehensive loss related to derivative instruments are included in Revenue and Salaries and benefits in the accompanying condensed consolidated statements of comprehensive income. See Note 9 — Derivative Financial Instruments for additional details regarding the reclassification adjustments for the derivative settlements. (ii) Reclassification adjustments from accumulated other comprehensive loss are included in the computation of net periodic pension cost (see Note 12 — Retirement Benefits). These components are included in Other income, net in the accompanying condensed consolidated statements of comprehensive income. (iii) Includes reclassifications in 2021 of $ 44 million and $ 31 million of foreign currency translation and defined pension and post-retirement benefit costs, respectively, attributable to the gain on disposal of our Miller business (see Note 3 — Acquisitions and Divestitures). The net gain on disposal is included in Other income, net in the accompanying condensed consolidated statements of comprehensive income. Note 18 — Earnings Per Share Basic and diluted earnings per share from continuing operations attributable to WTW and discontinued operations, net of tax are calculated by dividing net income from continuing operations attributable to WTW and discontinued operations, net of tax, respectively, by the average number of ordinary shares outstanding during each period. The computation of diluted earnings per share reflects the potential dilution that could occur if dilutive securities and other contracts to issue shares were exercised or converted into shares or resulted in the issuance of shares that then shared in the net income of the Company. At March 31, 2022 and 2021, there were 0.1 million and 0.3 million performance-based options, respectively, and 0.5 million restricted performance-based stock units outstanding at each period presented. At March 31, 2022, there were 0.4 million restricted time-based stock units outstanding; restricted time-based stock units were immaterial at March 31, 2021. The Company’s time-based share options were immaterial at March 31, 2022; there were 0.1 million time-based share options outstanding at March 31, 2021. Basic and diluted earnings per share are as follows: Three Months Ended March 31, 2022 2021 Income from continuing operations $ 114 $ 546 Less: income attributable to non-controllable interests ( 3 ) ( 3 ) Income from continuing operations attributable to WTW $ 111 $ 543 Income from discontinued operations, net of tax $ 11 $ 190 Basic average number of shares outstanding 118 130 Dilutive effect of potentially issuable shares — — Diluted average number of shares outstanding 118 130 Basic earnings per share from continuing operations attributable to WTW $ 0.94 $ 4.18 Dilutive effect of potentially issuable shares — ( 0.01 ) Diluted earnings per share from continuing operations attributable to WTW $ 0.94 $ 4.17 Basic earnings per share from discontinued operations, net of tax $ 0.09 $ 1.46 Dilutive effect of potentially issuable shares — — Diluted earnings per share from discontinued operations, net of tax $ 0.09 $ 1.46 For the three months ended March 31, 2022 and 2021, 0.1 million and 0.2 million restricted stock units were not included in the computation of the dilutive effect of potentially issuable shares because their effect was anti-dilutive. There were no anti-dilutive options for the three months ended March 31, 2022 and 2021. Note 19 — Supplemental Disclosures of Cash Flow Information Supplemental disclosures regarding cash flow information are as follows: Three months ended March 31, 2022 2021 Supplemental disclosures of cash flow information: Cash and cash equivalents $ 2,198 $ 1,960 Fiduciary funds (included in fiduciary assets) 2,967 3,744 Cash and cash equivalents and fiduciary funds (included in current assets held 7 — Other restricted cash (included in prepaids and other current assets) — 6 Total cash, cash equivalents and restricted cash $ 5,172 $ 5,710 Decrease in cash, cash equivalents and other restricted cash $ ( 2,274 ) $ ( 116 ) Decrease in fiduciary funds ( 211 ) ( 415 ) Total $ ( 2,485 ) $ ( 531 ) Revision of previously issued financial statements - During the three months ended March 31, 2022, to reflect the guidance on restricted cash presentation in FASB ASC 230, Statement of Cash Flows , WTW corrected the classification of its fiduciary funds balances, in the amounts shown in the table above, on our condensed consolidated statements of cash flows, by including these amounts in the total cash, cash equivalents and restricted cash amounts held at each balance sheet date. As a result, cash, cash equivalents and restricted cash balances of $ 2.0 billion and $ 2.1 billion at March 31, 2021 and December 31, 2020, respectively, have been revised to $ 5.7 billion and $ 6.3 billion, respectively. Additionally, the effect of exchange rate changes on cash, cash equivalents and restricted cash has been updated to include the effect of exchange rate changes on the fiduciary funds balances. Prior to this correction, the changes in fiduciary funds were presented in fiduciary assets and liabilities on a gross basis in the cash flows from operating activities, where the amounts fully offset each period. In the current presentation, an additional line item, net (payments)/proceeds from fiduciary funds held for clients, has been included within cash flows from financing activities to represent the change in fiduciary funds balances during the periods. The remaining fiduciary assets and fiduciary liabilities, in equal and offsetting amounts, are no longer presented in the cash flows from operating activities. There was no impact to the total cash flows from operating activities as a result of these changes. ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS This discussion includes forward-looking statements. See ‘Disclaimer Regarding Forward-looking Statements’ for certain cautionary information regarding forward-looking statements and a list of factors that could cause actual results to differ materially from those predicted in those statements. This discussion includes references to non-GAAP financial measures as defined in the rules of the SEC. We present such non-GAAP financial measures, specifically, adjusted, constant currency and organic non-GAAP financial measures, as we believe such information is of interest to the investment community because it provides additional meaningful methods of evaluating certain aspects of the Company’s operating performance from period to period on a basis that may not be otherwise apparent under U.S. GAAP, and these provide a measure against which our businesses may be assessed in the future. See ‘Non-GAAP Financial Measures’ below for further discussion of our adjusted, constant currency and organic non-GAAP financial measures. Executive Overview Market Conditions Typically, our business benefits from regulatory change, political risk or economic uncertainty. Insurance broking generally tracks the economy, but demand for both insurance broking and consulting services usually remains steady during times of uncertainty. We have some businesses, such as our health and benefits and administration businesses, which can be counter cyclical during the early period of a significant economic change. Within our insurance and brokerage business, due to the cyclical nature of the insurance market and the impact of other market conditions on insurance premiums, commission revenue may vary widely between accounting periods. A period of low or declining premium rates, generally known as a ‘soft’ or ‘softening’ market, generally leads to downward pressure on commission revenue and can have a material adverse impact on our revenue and operating margin. A ‘hard’ or ‘firming’ market, during which premium rates rise, generally has a favorable impact on our revenue and operating margin. Rates, however, vary by geography, industry and client segment. As a result, and due to the global and diverse nature of our business, we view rates in the aggregate. Overall, we are currently seeing a modest but definite increase in pricing in the market. Market conditions in the broking industry in which we operate are generally defined by factors such as the strength of the economies in the various geographic regions in which we serve around the world, insurance rate movements, and insurance and reinsurance buying patterns of our clients. The markets for our consulting, technology and solutions, and marketplace services are affected by economic, regulatory and legislative changes, technological developments, and increased competition from established and new competitors. We believe that the primary factors in selecting a human resources or risk management consulting firm include reputation, the ability to provide measurable increases to shareholder value and return on investment, global scale, quality of service and the ability to tailor services to clients’ unique needs. In that regard, we are focused on developing and implementing technology, data and analytic solutions for both internal operations and for maintaining industry standards and meeting client preferences. We have made such investments from time to time and may decide, based on perceived business needs, to make investments in the future that may be different from past practice or what we currently anticipate. With regard to the market for exchanges, we believe that clients base their decisions on a variety of factors that include the ability of the provider to deliver measurable cost savings for clients, a strong reputation for efficient execution and an innovative service delivery model and platform. Part of the employer-sponsored insurance market has matured and become more fragmented while other segments remain in the entry phase. As these market segments continue to evolve, we may experience growth in intervals, with periods of accelerated expansion balanced by periods of modest growth. In recent years, growth in the market for exchanges has slowed, and we expect this trend may continue. From time to time, including but not limited to the period after the announcement of the proposed Aon combination through the period that has followed the termination of the proposed combination, we have lost (and may in the future continue to lose) colleagues who manage substantial client relationships or possess substantial experience or expertise; when we lose colleagues such as those, it often results in such colleagues competing against us. Further, the full impact of this competition may be delayed due to the timing of restrictive covenants or client renewals. We believe that this dynamic, which was most pronounced in our Risk & Broking segment during 2021, has caused the segment’s recent near-term and expected growth rates for the remainder of 2022 to be meaningfully slower than other competitors. This dynamic may be difficult to predict, given that the adverse impact in future periods is more significant than in the periods in which employees departed. Growth has been and will be adversely affected by the fact that 2021 performance in a number of businesses, particularly commercial risk broking and health & benefits broking, benefited from revenue from book sales, which is non-repeatable revenue. It is possible that growth could be different than expected and our results of operations could be significantly and adversely impacted. See Part I, Item 1A ‘Risk Factors’ in our Annual Report on Form 10-K, filed with the SEC on February 24, 2022, for a discussion of risks that may affect our ability to compete. As we previously reported, we intend to transfer ownership of our Russian subsidiary to our local management team. The Russian entity comprised approximately 1% of consolidated WTW revenue for 2021, primarily within our Risk & Broking segment. The lost profits from our Russia operations will, overall, create a modest margin headwind for the Company in 2022 and beyond. However, with the goal of offsetting this, we have taken action to deploy near-term cost-mitigation measures and to identify longer-term offsets. See ‘Disclaimer Regarding Forward-looking Statements’ and Part II, Item 1A ‘Risk Factors’ of this Quarterly Report on Form 10-Q for a discussion of the risks associated with expense actions. Risks and Uncertainties of the Economic Environment Caused by the Pandemic The COVID-19 pandemic has had an adverse impact on global commercial activity, particularly on the global supply chain and workforce availability, and has contributed to significant volatility in the global financial markets including, among other effects, occasional declines in the equity markets, changes in interest rates and reduced liquidity on a global basis. Supply and labor market disruptions caused by COVID-19 as well as other factors, such as accommodative monetary and fiscal policy and the Russian invasion of Ukraine, have contributed to significant inflation in many of the markets in which we operate. This impacts not only the costs to attract and retain employees but also other costs to run and invest in our business. If our costs grow significantly in excess of our ability to raise revenue, our margins and results of operations may be materially and adversely impacted, and we may not be able to achieve our strategic and financial objectives. Although we believe we have adapted to the unique challenges posed by the pandemic surrounding how and where we do our work, we are also impacted by the negative effect on workforce availability, which could hamper our ability to grow our capacity on pace with increasing demand for our services. We expect the market for talent to remain highly competitive for at least the next several months. We will continue to monitor the situation and assess any implications to our business and our stakeholders. Segment Reorganization On January 1, 2022, WTW realigned to provide its comprehensive offering of services and solutions to clients across two business segments: Health, Wealth & Career and Risk & Broking. These changes were made in conjunction with changes in the WTW leadership team, including the appointment of a new chief executive officer who succeeded the prior CEO as the chief operating decision maker on that date. Prior to January 1, 2022, we operated across four segments: Human Capital and Benefits; Corporate Risk and Broking; Investment, Risk and Reinsurance; and Benefits Delivery and Administration. Following the realignment, the two new segments consist of the following businesses: • The Health, Wealth & Career segment includes businesses previously aligned under the Human Capital and Benefits segment, the Benefits Delivery and Administration segment, and the Investment business, which was previously under the Investment, Risk and Reinsurance segment. • The Risk & Broking segment includes businesses previously aligned under the Corporate Risk and Broking segment, as well as the Insurance Consulting and Technology business, which was previously under the Investment, Risk and Reinsurance segment. The following presents descriptions of our reorganized segments: Health, Wealth & Career The Health, Wealth & Career (‘HWC’) segment provides an array of advice, broking, solutions and technology for employee benefit plans, institutional investors, compensation and career programs, and the employee experience overall. Our portfolio of services support the interrelated challenges that the management teams of our clients face across human resources (‘HR’) and finance. HWC is the larger of the two segments of the Company. Addressing four key areas, Health, Wealth, Career and Benefits Delivery & Outsourcing, the segment is focused on addressing our clients’ people and risk needs to help them succeed in a global marketplace. Health The Health & Benefits (‘H&B’) business provides strategy and design consulting, plan management service and support, broking and administration across the full spectrum of health, wellbeing and other group benefit programs, including medical, dental, disability, life, voluntary benefits and other coverage. Our reach extends from small/mid-market clients to large-market and multinational clients, across the full geographic footprint of the Company, and to most industries. We can address our clients’ needs in more than 140 countries. Our consultants help clients make strategic decisions on topics such as optimizing program spend; evaluating emerging vendors, point solutions and coverage options (including publicly-subsidized health insurance exchanges and private exchanges in the U.S.); and dealing with above-inflation-rate increases in healthcare costs. We also assist clients in selecting the appropriate insurance carriers to cover benefit risks and administer the programs. In addition to our consulting and broking services, we manage a number of collective purchasing initiatives, such as pharmacy and stop-loss, that allow employers to realize greater value from third-party service providers than they can achieve on their own. With Global Benefits Management, our suite of global services supporting medical, dental and risk (e.g., life, disability) programs, we have a tailored offering for multinationals. This offering includes a flexible set of ready-made solutions, proven technology and an integrated approach to service delivery that translates to a globally consistent, high-quality experience for our clients. A meaningful portion of revenue in this business is from recurring work, though contracts may be annual or multi-year. Given the balance of revenue across consulting, broking and solutions, our revenue is somewhat weighted to the first quarter. W ealth Our wealth-related businesses include Retirement and Investment. The Retirement business provides actuarial support, plan design, and administrative services for all forms of pension and retirement savings plans. Our colleagues help our clients assess the costs and risks of retirement plans on cash flow, earnings and the balance sheet, the effects of changing workforce demographics on their retirement plans, and retiree benefit adequacy and security. We offer clients a full range of integrated retirement consulting services and solutions to meet the needs of all types of employers, including those that continue to offer defined benefit plans and those that are reexamining their retirement benefit strategies. We help multinationals coordinate plan design and actuarial services across their complex global plans. We bring in-depth data analysis and perspective to their decision process, because we have tracked the retirement designs and financing strategies of companies around the world over many decades. For clients that want to outsource some or all of their pension plan management, we offer broking services, as well as integrated solutions that can combine investment discretionary management, pension administration, core actuarial services, and communication and change management assistance. Retirement relationships are generally long-term in nature, and client retention rates for this business are high. A significant portion of the revenue in this business is from recurring work, with multi-year contracts that are driven by the heavily regulated nature of pension plans and our clients’ annual needs for these services. Revenue for the Retirement business in some geographies is somewhat seasonal, as much of our work pertains to calendar-year plan administration, financing, reporting and compliance; thus, revenue is typically more weighted to the first and fourth quarters of the fiscal year. Our Investment business provides advice and discretionary investment management solutions to defined benefit and defined contribution pension plans as well as to a range of other client types including insurers, endowments and foundations, and private wealth investors. We provide a solution to a significant business problem faced by our clients, namely sustaining the resources and skills required to deliver a financial services product in highly competitive capital markets. We offer a flexible approach that adapts to a wide range of client needs and circumstances, with the objective of higher returns, lower risk and lower costs within each client’s unique situation. Our solutions range from single asset class activity, through complete management of entire pension plan assets including sophisticated liability hedging programs. We bring together a broad array of specialist investment knowledge and skills across all asset classes, a high-quality execution platform, a cost advantage through our scale, and expert advisors with experience across all client types from the largest plans in the world to small corporate pension plans. We have long-term relationships with our Investment clients, with the majority of our revenue driven by retainer contracts. Career Our career-related offerings include advice, data, software and products to address clients’ total rewards and talent issues across the globe delivered through our Work & Rewards and Employee Experience businesses. Within our Work & Rewards business, we help clients determine the best ways to get work done, the skills needed for jobs, and how to reward it. We address executive compensation and broad-based rewards. We advise our clients’ management and boards of directors on all aspects of executive pay programs, including base pay, annual bonuses, long-term incentives, perquisites and other benefits. Our focus is on aligning pay plans with an organization’s business strategy and driving desired performance. Our solutions incorporate proprietary market benchmarking data and software to support compensation administration. Our Employee Experience business focuses on the provision of solutions including employee insight and listening tools, talent assessment tools and services, communication and change management services. Revenue for our career-related businesses is partly seasonal in nature, with heightened activity in the second half of the calendar year during the annual compensation, benefits, and survey cycles. While these businesses enjoy long-term relationships with many clients, work in several practices is often project-based and can be sensitive to economic changes. The businesses benefit from regulatory changes affecting our clients that require strategic advice, program changes and communication, as well as the focus on ESG as a component of executive and board pay, the redefinition of jobs, work location and career paths as technology disaggregates work, and the recalibration of pay and the employee experience amidst shifting labor markets. Benefits Delivery & Outsourcing Our Benefits Delivery & Outsourcing businesses include Benefits Delivery & Administration (‘BDA’) and Technology and Administration Solutions (‘TAS’). The BDA business provides primary medical and ancillary benefit exchange and outsourcing services to active employees and retirees across both the group and individual markets, primarily in the U.S. A significant portion of the revenue in this business is recurring in nature, driven by either the commissions from the policies we sell, or from long-term service contracts with our clients that typically range from three to five years. Revenue across this business is seasonal and is generally higher in the fourth quarter as it is driven when typical annual enrollment activity occurs. BDA provides services via two related offerings: Benefits Outsourcing is focused on serving active employee groups for clients across the U.S. Working closely with other HWC businesses, we use our proprietary technology to provide a suite of health and welfare and pension administration outsourcing services, including tools to enable benefit modeling, decision support, enrollment and benefit choice. Drawing on expertise in H&B and Retirement to create high-performing benefit plan designs, we believe we are well-positioned to help clients of all sizes simplify their benefits delivery, while lowering the total costs of benefits and related administration. Individual Marketplace offers decision support processes and tools to connect consumers with insurance carriers in private individual and Medicare markets. Individual Marketplace serves both employer-based and direct-to-consumer populations through its end-to-end consumer acquisition and engagement platforms, which tightly integrate call routing technology, an efficient quoting and enrollment engine, a customer relations management system and deep links with insurance carriers. By leveraging its multiple distribution channels and diverse product portfolio, Individual Marketplace offers solutions to a broad consumer base, helping individuals compare, purchase and use health insurance products, tools and information for life. Our TAS business provides pension outsourcing services to hundreds of clients across multiple industries. Our TAS team focuses on clients outside of the U.S. where our services are supported by high quality administration teams using robust technology platforms. Given the nature of the work, our revenue is distributed generally evenly across the year. With ongoing servicing requirements and multi-year contracts in place, we have high client retention rates. We are the leading administrator among the 200 largest pension plans in the U.K., as well as a leader in Germany. For both our defined benefit and defined contribution administration services, we use highly-automated processes and technology to enable benefit plan members to access and manage their records, perform self-service functions and improve their understanding of their benefits. Our technology also provides trustees and HR teams with timely management information to monitor activity and se |
Supplementary Information for C
Supplementary Information for Certain Balance Sheet Accounts | 3 Months Ended |
Mar. 31, 2022 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Supplementary Information for Certain Balance Sheet Accounts | Note 15 — Supplementary Information for Certain Balance Sheet Accounts Additional details of specific balance sheet accounts are detailed below. Prepaid and other current assets consist of the following: March 31, December 31, Prepayments and accrued income $ 114 $ 137 Short-term investments — 200 Deferred contract costs 64 74 Derivatives and investments 28 35 Deferred compensation plan assets 12 19 Corporate income and other taxes 116 82 Acquired renewal commissions receivable 9 11 Other current assets 47 54 Total prepaid and other current assets $ 390 $ 612 Deferred revenue and accrued expenses consist of the following: March 31, December 31, Accounts payable, accrued liabilities and deferred income $ 926 $ 898 Accrued discretionary and incentive compensation 262 811 Accrued vacation 167 145 Other employee-related liabilities 43 72 Total deferred revenue and accrued expenses $ 1,398 $ 1,926 Other current liabilities consist of the following: March 31, December 31, Dividends payable $ 108 $ 112 Income and other taxes payable 313 278 Interest payable 28 55 Deferred compensation plan liabilities 43 49 Contingent and deferred consideration on acquisitions 15 24 Accrued retirement benefits 58 65 Payroll and other benefits-related liabilities 351 230 Third-party commissions 110 101 Other current liabilities 111 101 Total other non-current liabilities $ 1,137 $ 1,015 Provision for liabilities consists of the following: March 31, December 31, Claims, lawsuits and other proceedings $ 316 $ 311 Other provisions 69 64 Total provision for liabilities $ 385 $ 375 |
Other Income, Net
Other Income, Net | 3 Months Ended |
Mar. 31, 2022 | |
Other Income and Expenses [Abstract] | |
Other Income, Net | Note 16 — Other Income, Net Other income, net consists of the following: Three Months Ended 2022 2021 (Loss)/gain on disposal of operations $ ( 54 ) $ 359 Net periodic pension and postretirement benefit credits 71 76 Interest in earnings of associates and other investments 2 2 Foreign exchange gain 6 1 Other 2 — Other income, net $ 27 $ 438 Certain prior-year period amounts within the table above have been reclassified to discontinued operations within the condensed consolidated statements of income. |
Accumulated Other Comprehensive
Accumulated Other Comprehensive Loss | 3 Months Ended |
Mar. 31, 2022 | |
Equity [Abstract] | |
Accumulated Other Comprehensive Loss | Note 17 — Accumulated Other Comprehensive Loss Changes in accumulated other comprehensive loss, net of non-controlling interests, and net of tax are provided in the following tables for the three months ended March 31, 2022 and 2021. These tables exclude amounts attributable to non-controlling interests, which are not material for further disclosure. Foreign currency (i) Derivative (i) Defined pension and (ii) Total 2022 2021 2022 2021 2022 2021 2022 2021 Balance at December 31, 2021 and 2020, respectively $ ( 489 ) $ ( 400 ) $ 11 $ 9 $ ( 1,708 ) $ ( 1,968 ) $ ( 2,186 ) $ ( 2,359 ) Other comprehensive (loss)/income before ( 59 ) ( 42 ) ( 1 ) 7 2 1 ( 58 ) ( 34 ) Gain/(loss) reclassified from accumulated other 3 and $ 6 , respectively) (iii) — 44 ( 2 ) ( 1 ) 4 39 2 82 Net current-period other comprehensive (loss)/income ( 59 ) 2 ( 3 ) 6 6 40 ( 56 ) 48 Balance at March 31, 2022 and 2021, respectively $ ( 548 ) $ ( 398 ) $ 8 $ 15 $ ( 1,702 ) $ ( 1,928 ) $ ( 2,242 ) $ ( 2,311 ) (i) Reclassification adjustments from accumulated other comprehensive loss related to derivative instruments are included in Revenue and Salaries and benefits in the accompanying condensed consolidated statements of comprehensive income. See Note 9 — Derivative Financial Instruments for additional details regarding the reclassification adjustments for the derivative settlements. (ii) Reclassification adjustments from accumulated other comprehensive loss are included in the computation of net periodic pension cost (see Note 12 — Retirement Benefits). These components are included in Other income, net in the accompanying condensed consolidated statements of comprehensive income. (iii) Includes reclassifications in 2021 of $ 44 million and $ 31 million of foreign currency translation and defined pension and post-retirement benefit costs, respectively, attributable to the gain on disposal of our Miller business (see Note 3 — Acquisitions and Divestitures). The net gain on disposal is included in Other income, net in the accompanying condensed consolidated statements of comprehensive income. |
Earnings Per Share
Earnings Per Share | 3 Months Ended |
Mar. 31, 2022 | |
Earnings Per Share [Abstract] | |
Earnings Per Share | Note 18 — Earnings Per Share Basic and diluted earnings per share from continuing operations attributable to WTW and discontinued operations, net of tax are calculated by dividing net income from continuing operations attributable to WTW and discontinued operations, net of tax, respectively, by the average number of ordinary shares outstanding during each period. The computation of diluted earnings per share reflects the potential dilution that could occur if dilutive securities and other contracts to issue shares were exercised or converted into shares or resulted in the issuance of shares that then shared in the net income of the Company. At March 31, 2022 and 2021, there were 0.1 million and 0.3 million performance-based options, respectively, and 0.5 million restricted performance-based stock units outstanding at each period presented. At March 31, 2022, there were 0.4 million restricted time-based stock units outstanding; restricted time-based stock units were immaterial at March 31, 2021. The Company’s time-based share options were immaterial at March 31, 2022; there were 0.1 million time-based share options outstanding at March 31, 2021. Basic and diluted earnings per share are as follows: Three Months Ended March 31, 2022 2021 Income from continuing operations $ 114 $ 546 Less: income attributable to non-controllable interests ( 3 ) ( 3 ) Income from continuing operations attributable to WTW $ 111 $ 543 Income from discontinued operations, net of tax $ 11 $ 190 Basic average number of shares outstanding 118 130 Dilutive effect of potentially issuable shares — — Diluted average number of shares outstanding 118 130 Basic earnings per share from continuing operations attributable to WTW $ 0.94 $ 4.18 Dilutive effect of potentially issuable shares — ( 0.01 ) Diluted earnings per share from continuing operations attributable to WTW $ 0.94 $ 4.17 Basic earnings per share from discontinued operations, net of tax $ 0.09 $ 1.46 Dilutive effect of potentially issuable shares — — Diluted earnings per share from discontinued operations, net of tax $ 0.09 $ 1.46 For the three months ended March 31, 2022 and 2021, 0.1 million and 0.2 million restricted stock units were not included in the computation of the dilutive effect of potentially issuable shares because their effect was anti-dilutive. There were no anti-dilutive options for the three months ended March 31, 2022 and 2021. |
Supplemental Disclosures of Cas
Supplemental Disclosures of Cash Flow Information | 3 Months Ended |
Mar. 31, 2022 | |
Supplemental Cash Flow Elements [Abstract] | |
Supplemental Disclosures of Cash Flow Information | Note 19 — Supplemental Disclosures of Cash Flow Information Supplemental disclosures regarding cash flow information are as follows: Three months ended March 31, 2022 2021 Supplemental disclosures of cash flow information: Cash and cash equivalents $ 2,198 $ 1,960 Fiduciary funds (included in fiduciary assets) 2,967 3,744 Cash and cash equivalents and fiduciary funds (included in current assets held 7 — Other restricted cash (included in prepaids and other current assets) — 6 Total cash, cash equivalents and restricted cash $ 5,172 $ 5,710 Decrease in cash, cash equivalents and other restricted cash $ ( 2,274 ) $ ( 116 ) Decrease in fiduciary funds ( 211 ) ( 415 ) Total $ ( 2,485 ) $ ( 531 ) Revision of previously issued financial statements - During the three months ended March 31, 2022, to reflect the guidance on restricted cash presentation in FASB ASC 230, Statement of Cash Flows , WTW corrected the classification of its fiduciary funds balances, in the amounts shown in the table above, on our condensed consolidated statements of cash flows, by including these amounts in the total cash, cash equivalents and restricted cash amounts held at each balance sheet date. As a result, cash, cash equivalents and restricted cash balances of $ 2.0 billion and $ 2.1 billion at March 31, 2021 and December 31, 2020, respectively, have been revised to $ 5.7 billion and $ 6.3 billion, respectively. Additionally, the effect of exchange rate changes on cash, cash equivalents and restricted cash has been updated to include the effect of exchange rate changes on the fiduciary funds balances. Prior to this correction, the changes in fiduciary funds were presented in fiduciary assets and liabilities on a gross basis in the cash flows from operating activities, where the amounts fully offset each period. In the current presentation, an additional line item, net (payments)/proceeds from fiduciary funds held for clients, has been included within cash flows from financing activities to represent the change in fiduciary funds balances during the periods. The remaining fiduciary assets and fiduciary liabilities, in equal and offsetting amounts, are no longer presented in the cash flows from operating activities. There was no impact to the total cash flows from operating activities as a result of these changes. |
Basis of Presentation and Rec_2
Basis of Presentation and Recent Accounting Pronouncements (Policies) | 3 Months Ended |
Mar. 31, 2022 | |
Accounting Policies [Abstract] | |
Basis of Presentation | Basis of Presentation The accompanying unaudited quarterly condensed consolidated financial statements of WTW and our subsidiaries are presented in accordance with the rules and regulations of the SEC for quarterly reports on Form 10-Q and therefore certain footnote disclosures have been condensed or omitted from these financial statements as they are not required for interim reporting under U.S. GAAP. We have reclassified certain prior period amounts to conform to the current period presentation due to the recognition of discontinued operations and assets and liabilities as held-for-sale (see below for further discussion). Additionally, certain amounts on the condensed consolidated statements of cash flows have been revised from their prior period classifications. See Note 19 - Supplemental Disclosures of Cash Flow Information for more information as to the nature of the revision and the amounts. In the opinion of management, these condensed consolidated financial statements reflect all adjustments, consisting of normal recurring adjustments, which are necessary for a fair presentation of the condensed consolidated financial statements and results for the interim periods. All intercompany accounts and transactions have been eliminated in consolidation. The condensed consolidated financial statements should be read together with the Company’s Annual Report on Form 10-K, filed with the SEC on February 24, 2022, 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, 2022 are not necessarily indicative of the results that can be expected for the entire year. The Company experiences seasonal fluctuations of its revenue. Revenue is typically higher during the Company’s first and fourth quarters due primarily to the timing of broking-related activities. The results reflect certain estimates and assumptions made by management, including those estimates used in calculating acquisition consideration and fair value of tangible and intangible assets and 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. |
Risks and Uncertainties of the Economic Environment Caused by the Pandemic | Risks and Uncertainties of the Economic Environment Caused by the Pandemic The COVID-19 pandemic has had an adverse impact on global commercial activity, particularly on the global supply chain and workforce availability, and has contributed to significant volatility in the global financial markets including, among other effects, occasional declines in the equity markets, changes in interest rates and reduced liquidity on a global basis. Supply and labor market disruptions caused by COVID-19 as well as other factors, such as accommodative monetary and fiscal policy and the Russian invasion of Ukraine, have contributed to significant inflation in many of the markets in which we operate. This impacts not only the costs to attract and retain employees but also other costs to run and invest in our business. If our costs grow significantly in excess of our ability to raise revenue, our margins and results of operations may be materially and adversely impacted and we may not be able to achieve our strategic and financial objectives. Although we believe we have adapted to the unique challenges posed by the pandemic surrounding how and where we do our work, we are also impacted by the negative effect on workforce availability, which could hamper our ability to grow our capacity on pace with increasing demand for our services. We expect the market for talent to remain highly competitive for at least the next several months. We will continue to monitor the situation and assess any implications to our business and our stakeholders. |
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, which at times includes the use of a Monte Carlo simulation, and discounting the probability-weighted payout. Typically, milestones are based on revenue or earnings growth for the acquired business. |
Divestitures (Tables)
Divestitures (Tables) | 3 Months Ended |
Mar. 31, 2022 | |
Business Combinations [Abstract] | |
Schedule of Selected Financial Information | The following selected financial information relates to the operations of Willis Re for the periods presented: Three Months Ended 2022 2021 Revenue from discontinued operations $ 28 $ 362 Costs of providing services Salaries and benefits 6 104 Other operating expenses — 17 Total costs of providing services 6 121 Other income, net — 1 Income from discontinued operations before income taxes 22 242 Adjustment to gain on disposal of Willis Re ( 2 ) — Provision for income taxes ( 3 ) ( 52 ) Net income payable to Gallagher on Deferred Closing ( 6 ) — Income from discontinued operations, net of tax $ 11 $ 190 |
Revenue (Tables)
Revenue (Tables) | 3 Months Ended |
Mar. 31, 2022 | |
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, 2022 and 2021. Along with reimbursable expenses and other, total revenue by service offering represents our revenue from customer contracts. The prior year segment information has been retrospectively adjusted to conform to the current year presentation. Three Months Ended March 31, HWC R&B Divested Businesses Corporate (i) Total 2022 2021 2022 2021 2022 2021 2022 2021 2022 2021 Broking $ 271 $ 250 $ 696 $ 717 $ — $ 45 $ 4 $ — $ 971 $ 1,012 Consulting 653 652 104 101 — 6 2 2 759 761 Outsourced administration 250 264 27 29 — — — — 277 293 Other 64 61 61 57 — — — 1 125 119 Total revenue by service offering 1,238 1,227 888 904 — 51 6 3 2,132 2,185 Reimbursable expenses and other (i) 13 13 3 1 — — 2 2 18 16 Total revenue from customer contracts $ 1,251 $ 1,240 $ 891 $ 905 $ — $ 51 $ 8 $ 5 $ 2,150 $ 2,201 Interest and other income (ii) 6 6 3 20 — — 1 1 10 27 Total revenue $ 1,257 $ 1,246 $ 894 $ 925 $ — $ 51 $ 9 $ 6 $ 2,160 $ 2,228 (i) Reimbursable expenses and other, as well as Corporate revenue, are excluded from segment revenue, but included in total revenue on the condensed consolidated statements of comprehensive income. Amounts included in Corporate revenue may include eliminations and impacts from hedged revenue transactions. (ii) I nterest 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. The following table presents revenue by the geography where our work is performed for the three months ended March 31, 2022 and 2021. The reconciliation to total revenue on our condensed consolidated statement of comprehensive income and to segment revenue is shown in the table above. The prior year geographic information has been retrospectively adjusted to conform to the current year presentation. Three Months Ended March 31, HWC R&B Divested Businesses Corporate Total 2022 2021 2022 2021 2022 2021 2022 2021 2022 2021 North America $ 779 $ 772 $ 277 $ 266 $ — $ 5 $ 2 $ 2 $ 1,058 $ 1,045 Europe 353 358 480 499 — 46 4 1 837 904 International 106 97 131 139 — — — — 237 236 Total revenue by geography $ 1,238 $ 1,227 $ 888 $ 904 $ — $ 51 $ 6 $ 3 $ 2,132 $ 2,185 |
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, 2022 and December 31, 2021: March 31, 2022 December 31, 2021 Billed receivables, net of allowance for doubtful accounts of $ 49 million and $ 45 million $ 1,381 $ 1,504 Unbilled receivables 477 431 Current contract assets 328 435 Accounts receivable, net $ 2,186 $ 2,370 Non-current accounts receivable, net $ 14 $ 23 Non-current contract assets $ 569 $ 532 Deferred revenue $ 646 $ 576 |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction | In addition, in accordance with ASC 606, Revenue From Contracts With Customers (‘ASC 606’), the Company has elected not to disclose the remaining performance obligations when one or both of the following circumstances apply: • Performance obligations which are part of a contract that has an original expected duration of less than one year , and • Performance obligations satisfied in accordance with ASC 606-10-55-18 (‘right to invoice’). Remainder of 2022 2023 2024 onward Total Revenue expected to be recognized on contracts as of March 31, 2022 $ 476 $ 621 $ 682 $ 1,779 |
Segment Information (Tables)
Segment Information (Tables) | 3 Months Ended |
Mar. 31, 2022 | |
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, 2022 and 2021. The prior year information has been retrospectively adjusted to conform to the current year presentation. Three Months Ended March 31, HWC R&B Total 2022 2021 2022 2021 2022 2021 Segment revenue $ 1,244 $ 1,233 $ 891 $ 924 $ 2,135 $ 2,157 Segment operating income $ 257 $ 242 $ 192 $ 203 $ 449 $ 445 |
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, 2022 and 2021. Three Months Ended 2022 2021 Revenue: Total segment revenue $ 2,135 $ 2,157 Divested businesses — 51 Reimbursable expenses and other 25 20 Revenue $ 2,160 $ 2,228 Total segment operating income $ 449 $ 445 Divested businesses — ( 10 ) Impairment (i) ( 81 ) — Amortization ( 85 ) ( 103 ) Restructuring costs ( 6 ) — Transaction and transformation, net (ii) ( 20 ) ( 24 ) Unallocated, net (iii) ( 78 ) ( 97 ) Income from operations 179 211 Interest expense ( 49 ) ( 59 ) Other income, net 27 438 Income from continuing operations before income taxes $ 157 $ 590 (i) Represents the impairment related to the net assets of our Russian business that are held outside of our Russian entities (see Note 3 — Acquisitions and Divestitures for further information). (ii) In 2022, in addition to legal fees and other transaction costs, includes consulting fees related to the Transformation program (see Note 6 — Restructuring Costs). In 2021, includes fees related to our then-proposed Aon combination. (iii) Includes certain costs, primarily related to corporate functions which are not directly related to the segments, and certain differences between budgeted expenses determined at the beginning of the year and actual expenses that we report for U.S. GAAP purposes. |
Restructuring Costs (Tables)
Restructuring Costs (Tables) | 3 Months Ended |
Mar. 31, 2022 | |
Restructuring and Related Activities [Abstract] | |
Summary of Total Restructuring Costs | An analysis of total restructuring costs incurred under the Transformation program by category and by segment and corporate functions, from commencement to March 31, 2022, is as follows: HWC R&B Corporate Total 2021 Real estate rationalization $ — $ — $ 19 $ 19 Technology modernization — 5 — 5 Process optimization — — — — Other — — 2 2 2022 Real estate rationalization — — 5 5 Technology modernization — — — — Process optimization 1 — — 1 Other — — — — Total Real estate rationalization — — 24 24 Technology modernization — 5 — 5 Process optimization 1 — — 1 Other — — 2 2 Total $ 1 $ 5 $ 26 $ 32 |
Rollforward of Liability Associated with Cash-based Charges | A rollforward of the liability associated with cash-based charges related to restructuring costs associated with the Transformation program is as follows: Real estate rationalization Technology modernization Process optimization Other Total Balance at October 1, 2021 $ — $ — $ — $ — $ — Charges incurred — — — 2 2 Cash payments — — — ( 1 ) ( 1 ) Balance at December 31, 2021 — — — 1 1 Charges incurred 5 — — — 5 Cash payments ( 5 ) — — ( 1 ) ( 6 ) Balance at March 31, 2022 $ — $ — $ — $ — $ — |
Goodwill and Other Intangible_2
Goodwill and Other Intangible Assets (Tables) | 3 Months Ended |
Mar. 31, 2022 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Components of Goodwill | The components of goodwill are outlined below for the three months ended March 31, 2022. The prior year segment information has been retrospectively adjusted to conform to the current year presentation. HWC R&B Total Balance at December 31, 2021: Goodwill, gross $ 7,904 $ 2,771 $ 10,675 Accumulated impairment losses ( 130 ) ( 362 ) ( 492 ) Goodwill, net - December 31, 2021 7,774 2,409 10,183 Goodwill acquired — 60 60 Goodwill disposals — ( 18 ) ( 18 ) Acquisition accounting adjustments ( 1 ) ( 1 ) ( 2 ) Foreign exchange ( 9 ) ( 14 ) ( 23 ) Balance at March 31, 2022: Goodwill, gross 7,894 2,798 10,692 Accumulated impairment losses ( 130 ) ( 362 ) ( 492 ) Goodwill, net - March 31, 2022 $ 7,764 $ 2,436 $ 10,200 |
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, 2022: Client relationships Software Trademark and trade name Other Total Balance at December 31, 2021: Intangible assets, gross $ 3,794 $ 742 $ 1,039 $ 102 $ 5,677 Accumulated amortization ( 2,118 ) ( 701 ) ( 257 ) ( 46 ) ( 3,122 ) Intangible assets, net - December 31, 2021 1,676 41 782 56 2,555 Intangible assets acquired 34 — — — 34 Intangible asset disposals — — — ( 5 ) ( 5 ) Amortization ( 60 ) ( 10 ) ( 11 ) ( 4 ) ( 85 ) Foreign exchange ( 5 ) — — ( 2 ) ( 7 ) Balance at March 31, 2022: Intangible assets, gross 3,811 736 1,038 100 5,685 Accumulated amortization ( 2,166 ) ( 705 ) ( 267 ) ( 55 ) ( 3,193 ) Intangible assets, net - March 31, 2022 $ 1,645 $ 31 $ 771 $ 45 $ 2,492 |
Schedule of Future Estimated Amortization Expense for Amortizable Intangible Assets | The table below reflects the future estimated amortization expense for amortizable intangible assets for the remainder of 2022 and for subsequent years: Amortization Remainder of 2022 $ 228 2023 261 2024 229 2025 207 2026 200 Thereafter 1,367 Total $ 2,492 |
Derivative Financial Instrume_2
Derivative Financial Instruments (Tables) | 3 Months Ended |
Mar. 31, 2022 | |
Designated [Member] | |
Schedule of Derivative Instruments Designated/Nondesignated As Hedging Instrument Effect on Condensed Consolidated Statements of Comprehensive Income | The effects of the material derivative instruments that are designated as hedging instruments on the condensed consolidated statements of comprehensive income for the three months ended March 31, 2022 and 2021 are below. Three Months Ended March 31, (Loss)/gain recognized in OCI (effective element) 2022 2021 Forward exchange contracts $ ( 1 ) $ 4 Location of (loss)/gain reclassified from Accumulated OCL into income (effective element) (Loss)/gain reclassified from Accumulated OCL into income (effective element) 2022 2021 Revenue $ — $ ( 1 ) Salaries and benefits 2 1 Discontinued operations — 1 $ 2 $ 1 |
Nondesignated [Member] | |
Schedule of Derivative Instruments Designated/Nondesignated As Hedging Instrument Effect on Condensed Consolidated Statements of Comprehensive Income | The effects of derivatives that have not been designated as hedging instruments on the condensed consolidated statements of comprehensive income for the three months ended March 31, 2022 and 2021 are as follows: Loss recognized in income Three Months Ended Derivatives not designated as hedging instruments: Location of loss 2022 2021 Forward exchange contracts Other income, net $ ( 6 ) $ ( 16 ) |
Debt (Tables)
Debt (Tables) | 3 Months Ended |
Mar. 31, 2022 | |
Debt Disclosure [Abstract] | |
Schedule of Current and Long-term Debt | Current debt consists of the following: March 31, December 31, 2.125 % senior notes due 2022 (i) $ 599 $ 613 $ 599 $ 613 Long-term debt consists of the following: March 31, December 31, Revolving $ 1.5 billion credit facility $ — $ — 4.625 % senior notes due 2023 249 249 3.600 % senior notes due 2024 648 648 4.400 % senior notes due 2026 547 546 4.500 % senior notes due 2028 597 597 2.950 % senior notes due 2029 726 726 6.125 % senior notes due 2043 271 271 5.050 % senior notes due 2048 395 395 3.875 % senior notes due 2049 542 542 $ 3,975 $ 3,974 (i) Notes issued in Euro (€ 540 million). |
Fair Value Measurements (Tables
Fair Value Measurements (Tables) | 3 Months Ended |
Mar. 31, 2022 | |
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, 2022 and December 31, 2021: Fair Value Measurements on a Recurring Basis at Balance Sheet Location Level 1 Level 2 Level 3 Total Assets: Available-for-sale securities: Mutual funds / exchange traded funds Prepaid and other current assets and other non-current assets $ 8 $ — $ — $ 8 Fiduciary assets 151 — — 151 Derivatives: Derivative financial instruments (i) Prepaid and other current assets and other non-current assets $ — $ 10 $ — $ 10 Liabilities: Contingent consideration: Contingent consideration (ii) Other current liabilities and other non-current liabilities $ — $ — $ 50 $ 50 Derivatives: Derivative financial instruments (i) Other current liabilities and other non-current liabilities $ — $ 2 $ — $ 2 Fair Value Measurements on a Recurring Basis at Balance Sheet Location Level 1 Level 2 Level 3 Total Assets: Available-for-sale securities: Mutual funds / exchange traded funds Prepaid and other current assets and other non-current assets $ 9 $ — $ — $ 9 Fiduciary assets 152 — — 152 Certificates of deposit/term deposits Prepaid and other current assets and other non-current assets 200 — — 200 Derivatives: Derivative financial instruments (i) Prepaid and other current assets and other non-current assets $ — $ 18 $ — $ 18 Liabilities: Contingent consideration: Contingent consideration (ii) Other current liabilities and other non-current liabilities $ — $ — $ 51 $ 51 Derivatives: Derivative financial instruments (i) Other current liabilities and other non-current liabilities $ — $ — $ — $ — (i) See Note 9 — Derivative Financial Instruments for further information on our derivative investments. (ii) Probability weightings are based on our knowledge of the past and planned performance of the acquired entity to which the contingent consideration applies. The fair value weighted-average discount rates used in our material contingent consideration calculations were 11.87 % and 11.92 % at March 31, 2022 and December 31, 2021, respectively. The range of these discount rates was 3.53 % - 13.80 % at March 31, 2022. 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, 2022 Balance at December 31, 2021 $ 51 Obligations assumed 15 Payments ( 20 ) Realized and unrealized losses (i) 3 Foreign exchange 1 Balance at March 31, 2022 $ 50 (i) Realized and unrealized losses include accretion and adjustments to contingent consideration liabilities, which are included within Interest expense and Other operating expenses, respectively, on the condensed consolidated statements of comprehensive income. |
Schedule of Liabilities Whose Carrying Values Differ From the Fair Value and are Not Measured on a Recurring Basis | Fair value information about financial instruments not measured at fair value The following tables present our liabilities not measured at fair value on a recurring basis at March 31, 2022 and December 31, 2021: March 31, 2022 December 31, 2021 Carrying Value Fair Value Carrying Value Fair Value Assets: Long-term note receivable $ 68 $ 68 $ 69 $ 70 Liabilities: Current debt $ 599 $ 600 $ 613 $ 616 Long-term debt $ 3,975 $ 4,026 $ 3,974 $ 4,453 |
Retirement Benefits (Tables)
Retirement Benefits (Tables) | 3 Months Ended |
Mar. 31, 2022 | |
Retirement Benefits [Abstract] | |
Schedule of Net Periodic Benefit Cost | The following table sets forth the components of net periodic benefit (income)/cost for the Company’s defined benefit pension and PRW plans for the three months ended March 31, 2022 and 2021: Three Months Ended March 31, 2022 2021 U.S. U.K. Other PRW U.S. U.K. Other PRW Service cost $ 19 $ 3 $ 6 $ — $ 20 $ 4 $ 6 $ — Interest cost 29 19 4 1 23 14 3 — Expected return on plan assets ( 83 ) ( 39 ) ( 10 ) — ( 77 ) ( 43 ) ( 9 ) — Settlement — — — — 1 — — — Amortization of net loss 4 8 1 — 11 7 1 — Amortization of prior service credit — ( 3 ) — ( 1 ) — ( 4 ) — ( 1 ) Net periodic benefit (income)/cost $ ( 31 ) $ ( 12 ) $ 1 $ — $ ( 22 ) $ ( 22 ) $ 1 $ ( 1 ) |
Leases (Tables)
Leases (Tables) | 3 Months Ended |
Mar. 31, 2022 | |
Leases [Abstract] | |
Schedule of Lease Costs Recorded in Condensed Consolidated Statements of Comprehensive Income | The following table presents lease costs recorded on our condensed consolidated statements of comprehensive income for the three months ended March 31, 2022 and 2021: Three Months Ended March 31, 2022 2021 Finance lease cost: Interest on lease liabilities $ 1 $ 1 Operating lease cost 39 46 Variable lease cost 18 13 Sublease income ( 4 ) ( 5 ) Total lease cost, net $ 54 $ 55 |
Supplementary Information for_2
Supplementary Information for Certain Balance Sheet Accounts (Tables) | 3 Months Ended |
Mar. 31, 2022 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Schedule of Prepaid and Other Current Assets | Prepaid and other current assets consist of the following: March 31, December 31, Prepayments and accrued income $ 114 $ 137 Short-term investments — 200 Deferred contract costs 64 74 Derivatives and investments 28 35 Deferred compensation plan assets 12 19 Corporate income and other taxes 116 82 Acquired renewal commissions receivable 9 11 Other current assets 47 54 Total prepaid and other current assets $ 390 $ 612 |
Deferred Revenue and Accrued Expenses | Deferred revenue and accrued expenses consist of the following: March 31, December 31, Accounts payable, accrued liabilities and deferred income $ 926 $ 898 Accrued discretionary and incentive compensation 262 811 Accrued vacation 167 145 Other employee-related liabilities 43 72 Total deferred revenue and accrued expenses $ 1,398 $ 1,926 |
Schedule of Other Current Liabilities | Other current liabilities consist of the following: March 31, December 31, Dividends payable $ 108 $ 112 Income and other taxes payable 313 278 Interest payable 28 55 Deferred compensation plan liabilities 43 49 Contingent and deferred consideration on acquisitions 15 24 Accrued retirement benefits 58 65 Payroll and other benefits-related liabilities 351 230 Third-party commissions 110 101 Other current liabilities 111 101 Total other non-current liabilities $ 1,137 $ 1,015 |
Provisions for Liabilities | Provision for liabilities consists of the following: March 31, December 31, Claims, lawsuits and other proceedings $ 316 $ 311 Other provisions 69 64 Total provision for liabilities $ 385 $ 375 |
Other Income, Net (Tables)
Other Income, Net (Tables) | 3 Months Ended |
Mar. 31, 2022 | |
Other Income and Expenses [Abstract] | |
Schedule of Other Nonoperating Income | Other income, net consists of the following: Three Months Ended 2022 2021 (Loss)/gain on disposal of operations $ ( 54 ) $ 359 Net periodic pension and postretirement benefit credits 71 76 Interest in earnings of associates and other investments 2 2 Foreign exchange gain 6 1 Other 2 — Other income, net $ 27 $ 438 Certain prior-year period amounts within the table above have been reclassified to discontinued operations within the condensed consolidated statements of income. |
Accumulated Other Comprehensi_2
Accumulated Other Comprehensive Loss (Tables) | 3 Months Ended |
Mar. 31, 2022 | |
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, 2022 and 2021. These tables exclude amounts attributable to non-controlling interests, which are not material for further disclosure. Foreign currency (i) Derivative (i) Defined pension and (ii) Total 2022 2021 2022 2021 2022 2021 2022 2021 Balance at December 31, 2021 and 2020, respectively $ ( 489 ) $ ( 400 ) $ 11 $ 9 $ ( 1,708 ) $ ( 1,968 ) $ ( 2,186 ) $ ( 2,359 ) Other comprehensive (loss)/income before ( 59 ) ( 42 ) ( 1 ) 7 2 1 ( 58 ) ( 34 ) Gain/(loss) reclassified from accumulated other 3 and $ 6 , respectively) (iii) — 44 ( 2 ) ( 1 ) 4 39 2 82 Net current-period other comprehensive (loss)/income ( 59 ) 2 ( 3 ) 6 6 40 ( 56 ) 48 Balance at March 31, 2022 and 2021, respectively $ ( 548 ) $ ( 398 ) $ 8 $ 15 $ ( 1,702 ) $ ( 1,928 ) $ ( 2,242 ) $ ( 2,311 ) (i) Reclassification adjustments from accumulated other comprehensive loss related to derivative instruments are included in Revenue and Salaries and benefits in the accompanying condensed consolidated statements of comprehensive income. See Note 9 — Derivative Financial Instruments for additional details regarding the reclassification adjustments for the derivative settlements. (ii) Reclassification adjustments from accumulated other comprehensive loss are included in the computation of net periodic pension cost (see Note 12 — Retirement Benefits). These components are included in Other income, net in the accompanying condensed consolidated statements of comprehensive income. (iii) Includes reclassifications in 2021 of $ 44 million and $ 31 million of foreign currency translation and defined pension and post-retirement benefit costs, respectively, attributable to the gain on disposal of our Miller business (see Note 3 — Acquisitions and Divestitures). The net gain on disposal is included in Other income, net in the accompanying condensed consolidated statements of comprehensive income. |
Earnings Per Share (Tables)
Earnings Per Share (Tables) | 3 Months Ended |
Mar. 31, 2022 | |
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, 2022 2021 Income from continuing operations $ 114 $ 546 Less: income attributable to non-controllable interests ( 3 ) ( 3 ) Income from continuing operations attributable to WTW $ 111 $ 543 Income from discontinued operations, net of tax $ 11 $ 190 Basic average number of shares outstanding 118 130 Dilutive effect of potentially issuable shares — — Diluted average number of shares outstanding 118 130 Basic earnings per share from continuing operations attributable to WTW $ 0.94 $ 4.18 Dilutive effect of potentially issuable shares — ( 0.01 ) Diluted earnings per share from continuing operations attributable to WTW $ 0.94 $ 4.17 Basic earnings per share from discontinued operations, net of tax $ 0.09 $ 1.46 Dilutive effect of potentially issuable shares — — Diluted earnings per share from discontinued operations, net of tax $ 0.09 $ 1.46 |
Supplemental Disclosures of C_2
Supplemental Disclosures of Cash Flow Information (Tables) | 3 Months Ended |
Mar. 31, 2022 | |
Supplemental Cash Flow Elements [Abstract] | |
Supplemental Disclosures Regarding Cash Flow Information and Non-cash Flow Investing and Financing Activities | Supplemental disclosures regarding cash flow information are as follows: Three months ended March 31, 2022 2021 Supplemental disclosures of cash flow information: Cash and cash equivalents $ 2,198 $ 1,960 Fiduciary funds (included in fiduciary assets) 2,967 3,744 Cash and cash equivalents and fiduciary funds (included in current assets held 7 — Other restricted cash (included in prepaids and other current assets) — 6 Total cash, cash equivalents and restricted cash $ 5,172 $ 5,710 Decrease in cash, cash equivalents and other restricted cash $ ( 2,274 ) $ ( 116 ) Decrease in fiduciary funds ( 211 ) ( 415 ) Total $ ( 2,485 ) $ ( 531 ) |
Nature of Operations (Details)
Nature of Operations (Details) | Mar. 31, 2022EmployeeCountry |
Minority Interest [Line Items] | |
Number of employees employed (more than 46,000) | Employee | 44,000 |
Number of countries in which entity operates (more than 140) | Country | 140 |
Divestitures - Acquisitions (Ad
Divestitures - Acquisitions (Additional Information) (Details) $ in Millions | 3 Months Ended |
Mar. 31, 2022USD ($) | |
Business Combination and Asset Acquisition [Abstract] | |
Acquisitions, cash payment | $ 68 |
Acquisitions, contingent consideration | $ 15 |
Divestitures - Divestment of Ru
Divestitures - Divestment of Russian Business (Details) - USD ($) $ in Millions | 3 Months Ended | |
Mar. 31, 2022 | Mar. 31, 2021 | |
Discontinued Operations and Disposal Groups [Abstract] | ||
Deconsolidation, Gain (Loss), Amount | $ (57) | |
Impairment | $ 81 |
Divestitures - Willis Re Divest
Divestitures - Willis Re Divestiture (Details) - USD ($) $ in Millions | 3 Months Ended | 12 Months Ended | ||
Mar. 31, 2022 | Mar. 31, 2021 | Dec. 31, 2021 | Aug. 13, 2021 | |
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | ||||
Preliminary pre-tax gain on sale | $ (56) | $ 359 | ||
Gallagher [Member] | Transition Services Agreement [Member] | ||||
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | ||||
Maximum expected service period | 2 years | |||
Fees earned under service agreement | $ 12 | |||
Willis Re [Member] | ||||
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | ||||
Total consideration received from sale of subsidiary | $ 3,250 | |||
Preliminary pre-tax gain on sale | $ 2,300 | |||
Fiduciary liabilities excluded from held for sale | 3,200 | 2,600 | ||
Accounts receivable, net balances excluded from held-for-sale | 53 | 71 | ||
Other current liabilities excluded from held for sale | $ 113 | $ 91 | ||
Willis Re [Member] | Maximum [Member] | ||||
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | ||||
Earnout receivable in cash in 2025 | $ 750 |
Divestitures - Schedule of Sele
Divestitures - Schedule of Selected Financial Information Relates to the Operations of Willis Re (Details) - USD ($) $ in Millions | 3 Months Ended | |
Mar. 31, 2022 | Mar. 31, 2021 | |
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | ||
Adjustment to gain on disposal of Willis Re | $ (56) | $ 359 |
Income from discontinued operations, net of tax | 11 | 190 |
Willis Re [Member] | ||
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | ||
Revenue from discontinued operations | 28 | 362 |
Salaries and benefits | 6 | 104 |
Other operating expenses | 0 | 17 |
Total costs of providing services | 6 | 121 |
Other income, net | 0 | 1 |
Income from discontinued operations before income taxes | 22 | 242 |
Adjustment to gain on disposal of Willis Re | (2) | 0 |
Provision for income taxes | (3) | (52) |
Net income payable to Gallagher on Deferred Closing | (6) | 0 |
Income from discontinued operations, net of tax | $ 11 | $ 190 |
Divestitures - Miller Divestitu
Divestitures - Miller Divestiture (Details) £ in Millions, $ in Millions | 3 Months Ended | |||
Mar. 31, 2022USD ($) | Mar. 31, 2021USD ($) | Mar. 01, 2021USD ($) | Mar. 01, 2021GBP (£) | |
Income Statement Balance Sheet And Additional Disclosures By Disposal Groups Including Discontinued Operations [Line Items] | ||||
Tax exempt gain on sale | $ (56) | $ 359 | ||
Miller [Member] | ||||
Income Statement Balance Sheet And Additional Disclosures By Disposal Groups Including Discontinued Operations [Line Items] | ||||
Final total consideration received from sale of subsidiary | $ 818 | £ 623 | ||
Miller [Member] | Other Income, Net [Member] | ||||
Income Statement Balance Sheet And Additional Disclosures By Disposal Groups Including Discontinued Operations [Line Items] | ||||
Tax exempt gain on sale | $ 356 |
Revenue - Schedule of Disaggreg
Revenue - Schedule of Disaggregation of Revenue (Details) - USD ($) | 3 Months Ended | ||
Mar. 31, 2022 | Mar. 31, 2021 | ||
Disaggregation Of Revenue [Line Items] | |||
Revenue from Contract with Customer, Excluding Assessed Tax | $ 2,150,000,000 | $ 2,201,000,000 | |
Reimbursable expenses and other | [1] | 18,000,000 | 16,000,000 |
Interest and other income | [2] | 10,000,000 | 27,000,000 |
Total revenue | 2,160,000,000 | 2,228,000,000 | |
HWC [Member] | |||
Disaggregation Of Revenue [Line Items] | |||
Revenue from Contract with Customer, Excluding Assessed Tax | 1,251,000,000 | 1,240,000,000 | |
Reimbursable expenses and other | [1] | 13,000,000 | 13,000,000 |
Interest and other income | [2] | 6,000,000 | 6,000,000 |
Total revenue | 1,257,000,000 | 1,246,000,000 | |
R&B [Member] | |||
Disaggregation Of Revenue [Line Items] | |||
Revenue from Contract with Customer, Excluding Assessed Tax | 891,000,000 | 905,000,000 | |
Reimbursable expenses and other | [1] | 3,000,000 | 1,000,000 |
Interest and other income | [2] | 3,000,000 | 20,000,000 |
Total revenue | 894,000,000 | 925,000,000 | |
Divested Businesses [Member] | |||
Disaggregation Of Revenue [Line Items] | |||
Revenue from Contract with Customer, Excluding Assessed Tax | 0 | 51,000,000 | |
Reimbursable expenses and other | [1] | 0 | 0 |
Interest and other income | [2] | 0 | 0 |
Total revenue | 0 | 51,000,000 | |
Corporate, Non-Segment | |||
Disaggregation Of Revenue [Line Items] | |||
Revenue from Contract with Customer, Excluding Assessed Tax | [1] | 8,000,000 | 5,000,000 |
Reimbursable expenses and other | [1] | 2,000,000 | 2,000,000 |
Interest and other income | [1],[2] | 1,000,000 | 1,000,000 |
Total revenue | [1] | 9,000,000 | 6,000,000 |
Broking [Member] | |||
Disaggregation Of Revenue [Line Items] | |||
Revenue from Contract with Customer, Excluding Assessed Tax | 971,000,000 | 1,012,000,000 | |
Broking [Member] | HWC [Member] | |||
Disaggregation Of Revenue [Line Items] | |||
Revenue from Contract with Customer, Excluding Assessed Tax | 271,000,000 | 250,000,000 | |
Broking [Member] | R&B [Member] | |||
Disaggregation Of Revenue [Line Items] | |||
Revenue from Contract with Customer, Excluding Assessed Tax | 696,000,000 | 717,000,000 | |
Broking [Member] | Divested Businesses [Member] | |||
Disaggregation Of Revenue [Line Items] | |||
Revenue from Contract with Customer, Excluding Assessed Tax | 0 | 45,000,000 | |
Broking [Member] | Corporate, Non-Segment | |||
Disaggregation Of Revenue [Line Items] | |||
Revenue from Contract with Customer, Excluding Assessed Tax | [1] | 4,000,000 | 0 |
Consulting [Member] | |||
Disaggregation Of Revenue [Line Items] | |||
Revenue from Contract with Customer, Excluding Assessed Tax | 759,000,000 | 761,000,000 | |
Consulting [Member] | HWC [Member] | |||
Disaggregation Of Revenue [Line Items] | |||
Revenue from Contract with Customer, Excluding Assessed Tax | 653,000,000 | 652,000,000 | |
Consulting [Member] | R&B [Member] | |||
Disaggregation Of Revenue [Line Items] | |||
Revenue from Contract with Customer, Excluding Assessed Tax | 104,000,000 | 101,000,000 | |
Consulting [Member] | Divested Businesses [Member] | |||
Disaggregation Of Revenue [Line Items] | |||
Revenue from Contract with Customer, Excluding Assessed Tax | 0 | 6,000,000 | |
Consulting [Member] | Corporate, Non-Segment | |||
Disaggregation Of Revenue [Line Items] | |||
Revenue from Contract with Customer, Excluding Assessed Tax | [1] | 2,000,000 | 2,000,000 |
Outsourced administration [Member] | |||
Disaggregation Of Revenue [Line Items] | |||
Revenue from Contract with Customer, Excluding Assessed Tax | 277,000,000 | 293,000,000 | |
Outsourced administration [Member] | HWC [Member] | |||
Disaggregation Of Revenue [Line Items] | |||
Revenue from Contract with Customer, Excluding Assessed Tax | 250,000,000 | 264,000,000 | |
Outsourced administration [Member] | R&B [Member] | |||
Disaggregation Of Revenue [Line Items] | |||
Revenue from Contract with Customer, Excluding Assessed Tax | 27,000,000 | 29,000,000 | |
Outsourced administration [Member] | Divested Businesses [Member] | |||
Disaggregation Of Revenue [Line Items] | |||
Revenue from Contract with Customer, Excluding Assessed Tax | 0 | 0 | |
Outsourced administration [Member] | Corporate, Non-Segment | |||
Disaggregation Of Revenue [Line Items] | |||
Revenue from Contract with Customer, Excluding Assessed Tax | [1] | 0 | 0 |
Other [Member] | |||
Disaggregation Of Revenue [Line Items] | |||
Revenue from Contract with Customer, Excluding Assessed Tax | 125,000,000 | 119,000,000 | |
Other [Member] | HWC [Member] | |||
Disaggregation Of Revenue [Line Items] | |||
Revenue from Contract with Customer, Excluding Assessed Tax | 64,000,000 | 61,000,000 | |
Other [Member] | R&B [Member] | |||
Disaggregation Of Revenue [Line Items] | |||
Revenue from Contract with Customer, Excluding Assessed Tax | 61,000,000 | 57,000,000 | |
Other [Member] | Divested Businesses [Member] | |||
Disaggregation Of Revenue [Line Items] | |||
Revenue from Contract with Customer, Excluding Assessed Tax | 0 | 0 | |
Other [Member] | Corporate, Non-Segment | |||
Disaggregation Of Revenue [Line Items] | |||
Revenue from Contract with Customer, Excluding Assessed Tax | [1] | 0 | 1,000,000 |
Service | |||
Disaggregation Of Revenue [Line Items] | |||
Revenue from Contract with Customer, Excluding Assessed Tax | 2,132,000,000 | 2,185,000,000 | |
Service | HWC [Member] | |||
Disaggregation Of Revenue [Line Items] | |||
Revenue from Contract with Customer, Excluding Assessed Tax | 1,238,000,000 | 1,227,000,000 | |
Service | R&B [Member] | |||
Disaggregation Of Revenue [Line Items] | |||
Revenue from Contract with Customer, Excluding Assessed Tax | 888,000,000 | 904,000,000 | |
Service | Divested Businesses [Member] | |||
Disaggregation Of Revenue [Line Items] | |||
Revenue from Contract with Customer, Excluding Assessed Tax | 0 | 51,000,000 | |
Service | Corporate, Non-Segment | |||
Disaggregation Of Revenue [Line Items] | |||
Revenue from Contract with Customer, Excluding Assessed Tax | [1] | $ 6,000,000 | $ 3,000,000 |
[1] | Reimbursable expenses and other, as well as Corporate revenue, are excluded from segment revenue, but included in total revenue on the condensed consolidated statements of comprehensive income. Amounts included in Corporate revenue may include eliminations and impacts from hedged revenue transactions. | ||
[2] | I nterest 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. |
Revenue - Narrative (Details)
Revenue - Narrative (Details) | 3 Months Ended |
Mar. 31, 2022USD ($) | |
Disaggregation Of Revenue [Line Items] | |
Contract with Customer, Liability, Revenue Recognized | $ 251,000,000 |
Contract with Customer, Performance Obligation Satisfied in Previous Period | $ 3 |
Revenue - Schedule of Revenue b
Revenue - Schedule of Revenue by Geography (Detail) - USD ($) $ in Millions | 3 Months Ended | ||
Mar. 31, 2022 | Mar. 31, 2021 | ||
Disaggregation Of Revenue [Line Items] | |||
Revenue from Contract with Customer, Excluding Assessed Tax | $ 2,150 | $ 2,201 | |
Service | |||
Disaggregation Of Revenue [Line Items] | |||
Revenue from Contract with Customer, Excluding Assessed Tax | 2,132 | 2,185 | |
Operating Segments [Member] | Service | |||
Disaggregation Of Revenue [Line Items] | |||
Revenue from Contract with Customer, Excluding Assessed Tax | 2,132 | 2,185 | |
Corporate, Non-Segment | |||
Disaggregation Of Revenue [Line Items] | |||
Revenue from Contract with Customer, Excluding Assessed Tax | [1] | 8 | 5 |
Corporate, Non-Segment | Service | |||
Disaggregation Of Revenue [Line Items] | |||
Revenue from Contract with Customer, Excluding Assessed Tax | [1] | 6 | 3 |
HWC [Member] | |||
Disaggregation Of Revenue [Line Items] | |||
Revenue from Contract with Customer, Excluding Assessed Tax | 1,251 | 1,240 | |
HWC [Member] | Service | |||
Disaggregation Of Revenue [Line Items] | |||
Revenue from Contract with Customer, Excluding Assessed Tax | 1,238 | 1,227 | |
HWC [Member] | Operating Segments [Member] | Service | |||
Disaggregation Of Revenue [Line Items] | |||
Revenue from Contract with Customer, Excluding Assessed Tax | 1,238 | 1,227 | |
R&B [Member] | |||
Disaggregation Of Revenue [Line Items] | |||
Revenue from Contract with Customer, Excluding Assessed Tax | 891 | 905 | |
R&B [Member] | Service | |||
Disaggregation Of Revenue [Line Items] | |||
Revenue from Contract with Customer, Excluding Assessed Tax | 888 | 904 | |
R&B [Member] | Operating Segments [Member] | Service | |||
Disaggregation Of Revenue [Line Items] | |||
Revenue from Contract with Customer, Excluding Assessed Tax | 888 | 904 | |
Divested Businesses [Member] | |||
Disaggregation Of Revenue [Line Items] | |||
Revenue from Contract with Customer, Excluding Assessed Tax | 0 | 51 | |
Divested Businesses [Member] | Service | |||
Disaggregation Of Revenue [Line Items] | |||
Revenue from Contract with Customer, Excluding Assessed Tax | 0 | 51 | |
Divested Businesses [Member] | Operating Segments [Member] | Service | |||
Disaggregation Of Revenue [Line Items] | |||
Revenue from Contract with Customer, Excluding Assessed Tax | 0 | 51 | |
North America [Member] | Operating Segments [Member] | Service | |||
Disaggregation Of Revenue [Line Items] | |||
Revenue from Contract with Customer, Excluding Assessed Tax | 1,058 | 1,045 | |
North America [Member] | Corporate, Non-Segment | Service | |||
Disaggregation Of Revenue [Line Items] | |||
Revenue from Contract with Customer, Excluding Assessed Tax | 2 | 2 | |
North America [Member] | HWC [Member] | Operating Segments [Member] | Service | |||
Disaggregation Of Revenue [Line Items] | |||
Revenue from Contract with Customer, Excluding Assessed Tax | 779 | 772 | |
North America [Member] | R&B [Member] | Operating Segments [Member] | Service | |||
Disaggregation Of Revenue [Line Items] | |||
Revenue from Contract with Customer, Excluding Assessed Tax | 277 | 266 | |
North America [Member] | Divested Businesses [Member] | Operating Segments [Member] | Service | |||
Disaggregation Of Revenue [Line Items] | |||
Revenue from Contract with Customer, Excluding Assessed Tax | 0 | 5 | |
Europe [Member] | Operating Segments [Member] | Service | |||
Disaggregation Of Revenue [Line Items] | |||
Revenue from Contract with Customer, Excluding Assessed Tax | 837 | 904 | |
Europe [Member] | Corporate, Non-Segment | Service | |||
Disaggregation Of Revenue [Line Items] | |||
Revenue from Contract with Customer, Excluding Assessed Tax | 4 | 1 | |
Europe [Member] | HWC [Member] | Operating Segments [Member] | Service | |||
Disaggregation Of Revenue [Line Items] | |||
Revenue from Contract with Customer, Excluding Assessed Tax | 353 | 358 | |
Europe [Member] | R&B [Member] | Operating Segments [Member] | Service | |||
Disaggregation Of Revenue [Line Items] | |||
Revenue from Contract with Customer, Excluding Assessed Tax | 480 | 499 | |
Europe [Member] | Divested Businesses [Member] | Operating Segments [Member] | Service | |||
Disaggregation Of Revenue [Line Items] | |||
Revenue from Contract with Customer, Excluding Assessed Tax | 0 | 46 | |
International [Member] | Operating Segments [Member] | Service | |||
Disaggregation Of Revenue [Line Items] | |||
Revenue from Contract with Customer, Excluding Assessed Tax | 237 | 236 | |
International [Member] | Corporate, Non-Segment | Service | |||
Disaggregation Of Revenue [Line Items] | |||
Revenue from Contract with Customer, Excluding Assessed Tax | 0 | 0 | |
International [Member] | HWC [Member] | Operating Segments [Member] | Service | |||
Disaggregation Of Revenue [Line Items] | |||
Revenue from Contract with Customer, Excluding Assessed Tax | 106 | 97 | |
International [Member] | R&B [Member] | Operating Segments [Member] | Service | |||
Disaggregation Of Revenue [Line Items] | |||
Revenue from Contract with Customer, Excluding Assessed Tax | 131 | 139 | |
International [Member] | Divested Businesses [Member] | Operating Segments [Member] | Service | |||
Disaggregation Of Revenue [Line Items] | |||
Revenue from Contract with Customer, Excluding Assessed Tax | $ 0 | $ 0 | |
[1] | Reimbursable expenses and other, as well as Corporate revenue, are excluded from segment revenue, but included in total revenue on the condensed consolidated statements of comprehensive income. Amounts included in Corporate revenue may include eliminations and impacts from hedged revenue transactions. |
Revenue - Schedule of Contract
Revenue - Schedule of Contract Balances (Details) - USD ($) $ in Millions | Mar. 31, 2022 | Dec. 31, 2021 |
Revenue from Contract with Customer [Abstract] | ||
Billed Receivable, Current | $ 1,381 | $ 1,504 |
Unbilled Receivable, Current | 477 | 431 |
Contract asset, Current | 328 | 435 |
Accounts receivable, net | 2,186 | 2,370 |
Non-current accounts receivable, net | 14 | 23 |
Contract asset, Noncurrent | 569 | 532 |
Deferred revenue | $ 646 | $ 576 |
Revenue - Schedule of Contrac_2
Revenue - Schedule of Contract Balances (Parenthetical) (Details) - USD ($) $ in Millions | Mar. 31, 2022 | Dec. 31, 2021 |
Revenue from Contract with Customer [Abstract] | ||
Allowance for doubtful debts | $ 49 | $ 45 |
Revenue - Schedule of Remaining
Revenue - Schedule of Remaining Performance Obligations (Details) | Mar. 31, 2022USD ($) |
Revenue Remaining Performance Obligation Expected Timing Of Satisfaction [Line Items] | |
Revenue, Remaining Performance Obligation | $ 1,779,000,000 |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date: 2022-04-01 | |
Revenue Remaining Performance Obligation Expected Timing Of Satisfaction [Line Items] | |
Revenue, Remaining Performance Obligation | $ 476,000,000 |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Period | 1 year |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date: 2023-01-01 | |
Revenue Remaining Performance Obligation Expected Timing Of Satisfaction [Line Items] | |
Revenue, Remaining Performance Obligation | $ 621,000,000 |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Period | 1 year |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date: 2024-01-01 | |
Revenue Remaining Performance Obligation Expected Timing Of Satisfaction [Line Items] | |
Revenue, Remaining Performance Obligation | $ 682 |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Period | 1 year |
Revenue - Schedule of Remaini_2
Revenue - Schedule of Remaining Performance Obligations (Details1) $ in Millions | Mar. 31, 2022USD ($) |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items] | |
Revenue, Remaining Performance Obligation | $ 1,779 |
Segment Information - Narrative
Segment Information - Narrative (Details) | 3 Months Ended |
Mar. 31, 2022Segment | |
Segment Reporting [Abstract] | |
Number of reportable segments | 2 |
Segment Information - Revenue (
Segment Information - Revenue (Net of Reimbursable Expenses) of the Reported Segments (Details) - USD ($) $ in Millions | 3 Months Ended | |
Mar. 31, 2022 | Mar. 31, 2021 | |
Segment Reporting Information [Line Items] | ||
Revenues | $ 2,160 | $ 2,228 |
Income from operations | 179 | 211 |
HWC [Member] | ||
Segment Reporting Information [Line Items] | ||
Revenues | 1,257 | 1,246 |
R&B [Member] | ||
Segment Reporting Information [Line Items] | ||
Revenues | 894 | 925 |
Operating Segments [Member] | ||
Segment Reporting Information [Line Items] | ||
Revenues | 2,135 | 2,157 |
Income from operations | 449 | 445 |
Operating Segments [Member] | HWC [Member] | ||
Segment Reporting Information [Line Items] | ||
Revenues | 1,244 | 1,233 |
Income from operations | 257 | 242 |
Operating Segments [Member] | R&B [Member] | ||
Segment Reporting Information [Line Items] | ||
Revenues | 891 | 924 |
Income from operations | $ 192 | $ 203 |
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, 2022 | Mar. 31, 2021 | ||
Revenue: | |||
Revenue | $ 2,160 | $ 2,228 | |
Income/(loss) from operations | 179 | 211 | |
Impairment | (81) | ||
Amortization | (85) | (103) | |
Restructuring costs | (6) | 0 | |
Interest expense | (49) | (59) | |
Other income, net | 27 | 438 | |
Income from continuing operations before income taxes | 157 | 590 | |
Divested Businesses [Member] | |||
Revenue: | |||
Revenue | 0 | 51 | |
Operating Segments [Member] | |||
Revenue: | |||
Revenue | 2,135 | 2,157 | |
Income/(loss) from operations | 449 | 445 | |
Segment Reconciling Items [Member] | |||
Revenue: | |||
Revenue | 25 | 20 | |
Income/(loss) from operations | 179 | 211 | |
Divested businesses | 0 | (10) | |
Impairment | [1] | (81) | 0 |
Amortization | (85) | (103) | |
Restructuring costs | (6) | 0 | |
Transaction and transformation, net | [2] | (20) | (24) |
Unallocated, net | [3] | (78) | (97) |
Interest expense | (49) | (59) | |
Other income, net | $ 27 | $ 438 | |
[1] | Represents the impairment related to the net assets of our Russian business that are held outside of our Russian entities (see Note 3 — Acquisitions and Divestitures for further information). | ||
[2] | In 2022, in addition to legal fees and other transaction costs, includes consulting fees related to the Transformation program (see Note 6 — Restructuring Costs). In 2021, includes fees related to our then-proposed Aon combination. | ||
[3] | Includes certain costs, primarily related to corporate functions which are not directly related to the segments, and certain differences between budgeted expenses determined at the beginning of the year and actual expenses that we report for U.S. GAAP purposes. |
Restructuring Costs - Narrative
Restructuring Costs - Narrative (Details) - USD ($) $ in Millions | 3 Months Ended | ||
Mar. 31, 2022 | Dec. 31, 2021 | Mar. 31, 2021 | |
Restructuring Cost and Reserve [Line Items] | |||
Transaction and transformation, net | $ 20 | $ 24 | |
Transformation Program [Member] | |||
Restructuring Cost and Reserve [Line Items] | |||
Restructuring, description | the Company initiated a three-year ‘Transformation program’ designed to enhance operations, optimize technology and align its real estate footprint to its new ways of working | ||
Restructuring, Expected future effects | $ 750 | ||
Transaction and transformation, net | $ 5 | ||
Transformation Program [Member] | Projected Annual Cost Savings by End of 2024 [Member] | |||
Restructuring Cost and Reserve [Line Items] | |||
Annual cost savings of program | 300 | ||
Transformation Program [Member] | Cumulative Costs [Member] | |||
Restructuring Cost and Reserve [Line Items] | |||
Restructuring, Expected future effects | 490 | ||
Transformation Program [Member] | Capital Expenditures [Member] | |||
Restructuring Cost and Reserve [Line Items] | |||
Restructuring, Expected future effects | $ 260 |
Restructuring Costs - Summary o
Restructuring Costs - Summary of Total Restructuring Costs (Details) - Transformation Program [Member] - USD ($) $ in Millions | 3 Months Ended | 6 Months Ended | 12 Months Ended |
Mar. 31, 2022 | Mar. 31, 2022 | Dec. 31, 2021 | |
Total Restructuring Costs [Member] | |||
Restructuring Cost and Reserve [Line Items] | |||
Total | $ 32 | ||
Real Estate Rationalization [Member] | |||
Restructuring Cost and Reserve [Line Items] | |||
Total | $ 5 | $ 19 | |
Real Estate Rationalization [Member] | Total Restructuring Costs [Member] | |||
Restructuring Cost and Reserve [Line Items] | |||
Total | 24 | ||
Technology Modernization [Member] | |||
Restructuring Cost and Reserve [Line Items] | |||
Total | 5 | ||
Technology Modernization [Member] | Total Restructuring Costs [Member] | |||
Restructuring Cost and Reserve [Line Items] | |||
Total | 5 | ||
Process optimization [Member] | |||
Restructuring Cost and Reserve [Line Items] | |||
Total | 1 | ||
Process optimization [Member] | Total Restructuring Costs [Member] | |||
Restructuring Cost and Reserve [Line Items] | |||
Total | 1 | ||
Other [Member] | |||
Restructuring Cost and Reserve [Line Items] | |||
Total | 2 | ||
Other [Member] | Total Restructuring Costs [Member] | |||
Restructuring Cost and Reserve [Line Items] | |||
Total | 2 | ||
Corporate, Non-Segment | Total Restructuring Costs [Member] | |||
Restructuring Cost and Reserve [Line Items] | |||
Total | 26 | ||
Corporate, Non-Segment | Real Estate Rationalization [Member] | |||
Restructuring Cost and Reserve [Line Items] | |||
Total | 5 | 19 | |
Corporate, Non-Segment | Real Estate Rationalization [Member] | Total Restructuring Costs [Member] | |||
Restructuring Cost and Reserve [Line Items] | |||
Total | 24 | ||
Corporate, Non-Segment | Other [Member] | |||
Restructuring Cost and Reserve [Line Items] | |||
Total | 2 | ||
Corporate, Non-Segment | Other [Member] | Total Restructuring Costs [Member] | |||
Restructuring Cost and Reserve [Line Items] | |||
Total | 2 | ||
HWC [Member] | Total Restructuring Costs [Member] | |||
Restructuring Cost and Reserve [Line Items] | |||
Total | 1 | ||
HWC [Member] | Process optimization [Member] | |||
Restructuring Cost and Reserve [Line Items] | |||
Total | $ 1 | ||
HWC [Member] | Process optimization [Member] | Total Restructuring Costs [Member] | |||
Restructuring Cost and Reserve [Line Items] | |||
Total | 1 | ||
R&B [Member] | Total Restructuring Costs [Member] | |||
Restructuring Cost and Reserve [Line Items] | |||
Total | 5 | ||
R&B [Member] | Technology Modernization [Member] | |||
Restructuring Cost and Reserve [Line Items] | |||
Total | $ 5 | ||
R&B [Member] | Technology Modernization [Member] | Total Restructuring Costs [Member] | |||
Restructuring Cost and Reserve [Line Items] | |||
Total | $ 5 |
Restructuring Costs - Rollforwa
Restructuring Costs - Rollforward of Liability Associated with Cash-based Charges (Details) - USD ($) | 3 Months Ended | ||
Mar. 31, 2022 | Dec. 31, 2021 | Mar. 31, 2021 | |
Restructuring Cost and Reserve [Line Items] | |||
Charges incurred | $ 6,000,000 | $ 0 | |
Transformation Program [Member] | |||
Restructuring Cost and Reserve [Line Items] | |||
Beginning Balance | 1,000,000 | $ 0 | |
Charges incurred | 5,000,000 | 2,000,000 | |
Cash payments | (6,000,000) | (1,000,000) | |
Ending Balance | 0 | 1,000,000 | |
Transformation Program [Member] | Real Estate Rationalization [Member] | |||
Restructuring Cost and Reserve [Line Items] | |||
Charges incurred | 5,000,000 | ||
Cash payments | (5,000,000) | ||
Transformation Program [Member] | Other [Member] | |||
Restructuring Cost and Reserve [Line Items] | |||
Beginning Balance | 1,000,000 | 0 | |
Charges incurred | 2,000,000 | ||
Cash payments | (1) | (1,000,000) | |
Ending Balance | $ 0 | $ 1,000,000 |
Income Taxes - Narrative (Detai
Income Taxes - Narrative (Details) - USD ($) $ in Millions | 3 Months Ended | |
Mar. 31, 2022 | Mar. 31, 2021 | |
Operating Loss Carryforwards [Line Items] | ||
Provision for income taxes | $ (43) | $ (44) |
Effective tax rate | 27.50% | 7.40% |
Liabilities for uncertain tax positions | $ 42 | |
Minimum [Member] | ||
Operating Loss Carryforwards [Line Items] | ||
Expected decrease in liability for uncertain tax position | 7 | |
Maximum [Member] | ||
Operating Loss Carryforwards [Line Items] | ||
Expected decrease in liability for uncertain tax position | $ 9 |
Goodwill and Other Intangible_3
Goodwill and Other Intangible Assets - Components of Goodwill (Details) $ in Millions | 3 Months Ended |
Mar. 31, 2022USD ($) | |
Goodwill [Roll Forward] | |
Goodwill, gross, beginning balance | $ 10,675 |
Accumulated impairment losses, beginning balance | (492) |
Goodwill, net, beginning balance | 10,183 |
Goodwill acquired | 60 |
Goodwill disposals | (18) |
Acquisition accounting adjustment | (2) |
Foreign exchange | (23) |
Goodwill, gross, ending balance | 10,692 |
Accumulated impairment losses, ending balance | (492) |
Goodwill, net, ending balance | 10,200 |
HWC [Member] | |
Goodwill [Roll Forward] | |
Goodwill, gross, beginning balance | 7,904 |
Accumulated impairment losses, beginning balance | (130) |
Goodwill, net, beginning balance | 7,774 |
Goodwill acquired | 0 |
Goodwill disposals | 0 |
Acquisition accounting adjustment | (1) |
Foreign exchange | (9) |
Goodwill, gross, ending balance | 7,894 |
Accumulated impairment losses, ending balance | (130) |
Goodwill, net, ending balance | 7,764 |
R&B [Member] | |
Goodwill [Roll Forward] | |
Goodwill, gross, beginning balance | 2,771 |
Accumulated impairment losses, beginning balance | (362) |
Goodwill, net, beginning balance | 2,409 |
Goodwill acquired | 60 |
Goodwill disposals | (18) |
Acquisition accounting adjustment | (1) |
Foreign exchange | (14) |
Goodwill, gross, ending balance | 2,798 |
Accumulated impairment losses, ending balance | (362) |
Goodwill, net, ending balance | $ 2,436 |
Goodwill and Other Intangible_4
Goodwill and Other Intangible Assets - Changes in the Net Carrying Amount of the Components of Finite-Lived Intangible Assets (Details) - USD ($) $ in Millions | 3 Months Ended | ||
Mar. 31, 2022 | Mar. 31, 2021 | Dec. 31, 2021 | |
Finite-lived Intangible Assets [Roll Forward] | |||
Finite-lived intangible assets, gross carrying amount | $ 5,685 | $ 5,677 | |
Finite-lived intangible assets, accumulated amortization | (3,193) | (3,122) | |
Finite-lived intangible assets, net amount | 2,492 | 2,555 | |
Intangible assets acquired | 34 | ||
Intangible asset disposals | (5) | ||
Amortization | (85) | $ (103) | |
Foreign exchange | (7) | ||
Client relationships [Member] | |||
Finite-lived Intangible Assets [Roll Forward] | |||
Finite-lived intangible assets, gross carrying amount | 3,811 | 3,794 | |
Finite-lived intangible assets, accumulated amortization | (2,166) | (2,118) | |
Finite-lived intangible assets, net amount | 1,645 | 1,676 | |
Intangible assets acquired | 34 | ||
Intangible asset disposals | 0 | ||
Amortization | (60) | ||
Foreign exchange | (5) | ||
Software [Member] | |||
Finite-lived Intangible Assets [Roll Forward] | |||
Finite-lived intangible assets, gross carrying amount | 736 | 742 | |
Finite-lived intangible assets, accumulated amortization | (705) | (701) | |
Finite-lived intangible assets, net amount | 31 | 41 | |
Intangible assets acquired | 0 | ||
Intangible asset disposals | 0 | ||
Amortization | (10) | ||
Foreign exchange | 0 | ||
Trademark and trade name [Member] | |||
Finite-lived Intangible Assets [Roll Forward] | |||
Finite-lived intangible assets, gross carrying amount | 1,038 | 1,039 | |
Finite-lived intangible assets, accumulated amortization | (267) | (257) | |
Finite-lived intangible assets, net amount | 771 | 782 | |
Intangible assets acquired | 0 | ||
Intangible asset disposals | 0 | ||
Amortization | (11) | ||
Foreign exchange | 0 | ||
Other [Member] | |||
Finite-lived Intangible Assets [Roll Forward] | |||
Finite-lived intangible assets, gross carrying amount | 100 | 102 | |
Finite-lived intangible assets, accumulated amortization | (55) | (46) | |
Finite-lived intangible assets, net amount | 45 | $ 56 | |
Intangible assets acquired | 0 | ||
Intangible asset disposals | (5) | ||
Amortization | (4) | ||
Foreign exchange | $ (2) |
Goodwill and Other Intangible_5
Goodwill and Other Intangible Assets - Narrative (Details) | 3 Months Ended |
Mar. 31, 2022 | |
Finite-lived Intangible Assets [Roll Forward] | |
Weighted average remaining life of amortizable intangible assets | 12 years 9 months 18 days |
Goodwill and Other Intangible_6
Goodwill and Other Intangible Assets - Schedule of Future Estimated Amortization Expense for Amortizable Intangible Assets (Details) - USD ($) $ in Millions | Mar. 31, 2022 | Dec. 31, 2021 |
Finite-Lived Intangible Assets, Amortization Expense, Maturity Schedule [Abstract] | ||
Remainder of 2022 | $ 228 | |
2023 | 261 | |
2024 | 229 | |
2025 | 207 | |
2026 | 200 | |
Thereafter | 1,367 | |
Total | $ 2,492 | $ 2,555 |
Derivative Financial Instrume_3
Derivative Financial Instruments - Narrative (Details) - USD ($) $ in Millions | 3 Months Ended | |
Mar. 31, 2022 | Dec. 31, 2021 | |
Derivative [Line Items] | ||
Gains/losses on derivatives to be reclassified within the next twelve months | $ 1 | |
Maximum [Member] | ||
Derivative [Line Items] | ||
Longest outstanding maturity | 1 year 7 months 6 days | |
Not Designated as Hedging Instrument [Member] | Foreign exchange contracts [Member] | ||
Derivative [Line Items] | ||
Derivative, notional amount | $ 2,600 | $ 2,900 |
Derivative assets, fair value | 9 | 15 |
Cash Flow Hedging [Member] | Designated as Hedging Instrument [Member] | Foreign exchange contracts [Member] | ||
Derivative [Line Items] | ||
Derivative, notional amount | 133 | 155 |
Derivative liability, fair value | $ 1 | |
Derivative assets, fair value | $ 3 |
Derivative Financial Instrume_4
Derivative Financial Instruments - Schedule of Derivative Instruments Designated As Hedging Instrument Effect on Condensed Consolidated Statements of Comprehensive Income (Details) - Cash Flow Hedging [Member] - Designated as Hedging Instrument [Member] - Foreign exchange contracts [Member] - USD ($) $ in Millions | 3 Months Ended | |
Mar. 31, 2022 | Mar. 31, 2021 | |
Derivative [Line Items] | ||
(Loss)/gain recognized in OCI (effective element) | $ (1) | $ 4 |
(Loss)/gain reclassified from Accumulated OCL into income (effective element) | 2 | 1 |
Revenue [Member] | ||
Derivative [Line Items] | ||
(Loss)/gain reclassified from Accumulated OCL into income (effective element) | 0 | (1) |
Salaries and Benefits [Member] | ||
Derivative [Line Items] | ||
(Loss)/gain reclassified from Accumulated OCL into income (effective element) | 2 | 1 |
Discontinued Operations [Member] | ||
Derivative [Line Items] | ||
(Loss)/gain reclassified from Accumulated OCL into income (effective element) | $ 0 | $ 1 |
Derivative Financial Instrume_5
Derivative Financial Instruments - Schedule of Derivative Instruments, Effect on Condensed Consolidated Statements of Comprehensive Income (Details) - USD ($) $ in Millions | 3 Months Ended | |
Mar. 31, 2022 | Mar. 31, 2021 | |
Other income, net [Member] | Not Designated as Hedging Instrument [Member] | Foreign exchange contracts [Member] | ||
Derivative [Line Items] | ||
Loss recognized in income | $ (6) | $ (16) |
Debt - Schedule of Current and
Debt - Schedule of Current and Long-term Debt (Details) € in Millions | 3 Months Ended | 12 Months Ended | ||
Mar. 31, 2022USD ($) | Dec. 31, 2021USD ($) | Mar. 31, 2022EUR (€) | ||
Debt Instrument [Line Items] | ||||
Current debt | $ 599,000,000 | $ 613,000,000 | ||
Long-term debt, excluding current maturities | 3,975,000,000 | 3,974,000,000 | ||
Revolving15 Billion Dollar Credit Facility Member | Revolving Credit Facility [Member] | ||||
Debt Instrument [Line Items] | ||||
Maximum borrowing capacity | 1,500,000,000 | |||
2.125% senior notes due 2022 [Member] | ||||
Debt Instrument [Line Items] | ||||
Current debt | [1] | $ 599,000,000 | $ 613,000,000 | |
Stated interest rate | 2.125% | 2.125% | 2.125% | |
Debt instrument maturity year | 2022 | 2022 | ||
Long-term debt, excluding current maturities | € | € 540 | |||
4.625% senior notes due 2023 [Member] | ||||
Debt Instrument [Line Items] | ||||
Stated interest rate | 4.625% | 4.625% | 4.625% | |
Debt instrument maturity year | 2023 | 2023 | ||
Long-term debt, excluding current maturities | $ 249,000,000 | $ 249,000,000 | ||
3.600% senior notes due 2024 [Member] | ||||
Debt Instrument [Line Items] | ||||
Stated interest rate | 3.60% | 3.60% | 3.60% | |
Debt instrument maturity year | 2024 | 2024 | ||
Long-term debt, excluding current maturities | $ 648,000,000 | $ 648,000,000 | ||
4.400% senior notes due 2026 [Member] | ||||
Debt Instrument [Line Items] | ||||
Stated interest rate | 4.40% | 4.40% | 4.40% | |
Debt instrument maturity year | 2026 | 2026 | ||
Long-term debt, excluding current maturities | $ 547,000,000 | $ 546,000,000 | ||
4.500% senior notes due 2028 [Member] | ||||
Debt Instrument [Line Items] | ||||
Stated interest rate | 4.50% | 4.50% | 4.50% | |
Debt instrument maturity year | 2028 | 2028 | ||
Long-term debt, excluding current maturities | $ 597,000,000 | $ 597,000,000 | ||
2.950% senior notes due 2029 [Member] | ||||
Debt Instrument [Line Items] | ||||
Stated interest rate | 2.95% | 2.95% | 2.95% | |
Debt instrument maturity year | 2029 | 2029 | ||
Long-term debt, excluding current maturities | $ 726,000,000 | $ 726,000,000 | ||
6.125% senior notes due 2043 [Member] | ||||
Debt Instrument [Line Items] | ||||
Stated interest rate | 6.125% | 6.125% | 6.125% | |
Debt instrument maturity year | 2043 | 2043 | ||
Long-term debt, excluding current maturities | $ 271,000,000 | $ 271,000,000 | ||
5.050% senior notes due 2048 [Member] | ||||
Debt Instrument [Line Items] | ||||
Stated interest rate | 5.05% | 5.05% | 5.05% | |
Debt instrument maturity year | 2048 | 2048 | ||
Long-term debt, excluding current maturities | $ 395,000,000 | $ 395,000,000 | ||
3.875% senior notes due 2049 [Member] | ||||
Debt Instrument [Line Items] | ||||
Stated interest rate | 3.875% | 3.875% | 3.875% | |
Debt instrument maturity year | 2049 | 2049 | ||
Long-term debt, excluding current maturities | $ 542,000,000 | $ 542,000,000 | ||
[1] | Notes issued in Euro (€ 540 million). |
Fair Value Measurements - Sched
Fair Value Measurements - Schedule of Assets and Liabilities Measured at Fair Value on Recurring Basis (Details) $ in Millions | Mar. 31, 2022USD ($) | Dec. 31, 2021USD ($) | |
Contingent consideration [Member] | Fair Value Inputs, Discount Rate [Member] | |||
Liabilities: | |||
Fair value inputs, weighted-average discount rate | 0.1187 | 0.1192 | |
Contingent consideration [Member] | Fair Value Inputs, Discount Rate [Member] | Minimum [Member] | |||
Liabilities: | |||
Fair value inputs, weighted-average discount rate | 0.0353 | ||
Contingent consideration [Member] | Fair Value Inputs, Discount Rate [Member] | Maximum [Member] | |||
Liabilities: | |||
Fair value inputs, weighted-average discount rate | 0.1380 | ||
Recurring [Member] | |||
Assets: | |||
Mutual funds / exchange traded funds | $ 8 | $ 9 | |
Derivative financial instruments | [1] | 10 | 18 |
Liabilities: | |||
Contingent consideration | [2] | 50 | 51 |
Derivative financial instruments | [1] | 2 | 0 |
Recurring [Member] | Certificates of Deposit And Term Deposits [Member] | |||
Assets: | |||
Mutual funds / exchange traded funds | 200 | ||
Recurring [Member] | Fiduciary Assets [Member] | |||
Assets: | |||
Mutual funds / exchange traded funds | 151 | 152 | |
Recurring [Member] | Level 1 [Member] | |||
Assets: | |||
Mutual funds / exchange traded funds | 8 | 9 | |
Derivative financial instruments | [1] | 0 | 0 |
Liabilities: | |||
Contingent consideration | [2] | 0 | 0 |
Derivative financial instruments | [1] | 0 | 0 |
Recurring [Member] | Level 1 [Member] | Certificates of Deposit And Term Deposits [Member] | |||
Assets: | |||
Mutual funds / exchange traded funds | 200 | ||
Recurring [Member] | Level 1 [Member] | Fiduciary Assets [Member] | |||
Assets: | |||
Mutual funds / exchange traded funds | 151 | 152 | |
Recurring [Member] | Level 2 [Member] | |||
Assets: | |||
Mutual funds / exchange traded funds | 0 | 0 | |
Derivative financial instruments | [1] | 10 | 18 |
Liabilities: | |||
Contingent consideration | [2] | 0 | 0 |
Derivative financial instruments | [1] | 2 | 0 |
Recurring [Member] | Level 2 [Member] | Certificates of Deposit And Term Deposits [Member] | |||
Assets: | |||
Mutual funds / exchange traded funds | 0 | ||
Recurring [Member] | Level 2 [Member] | Fiduciary Assets [Member] | |||
Assets: | |||
Mutual funds / exchange traded funds | 0 | 0 | |
Recurring [Member] | Level 3 [Member] | |||
Assets: | |||
Mutual funds / exchange traded funds | 0 | 0 | |
Derivative financial instruments | [1] | 0 | 0 |
Liabilities: | |||
Contingent consideration | [2] | 50 | 51 |
Derivative financial instruments | [1] | 0 | 0 |
Recurring [Member] | Level 3 [Member] | Certificates of Deposit And Term Deposits [Member] | |||
Assets: | |||
Mutual funds / exchange traded funds | 0 | ||
Recurring [Member] | Level 3 [Member] | Fiduciary Assets [Member] | |||
Assets: | |||
Mutual funds / exchange traded funds | $ 0 | $ 0 | |
[1] | See Note 9 — Derivative Financial Instruments for further information on our derivative investments. | ||
[2] | Probability weightings are based on our knowledge of the past and planned performance of the acquired entity to which the contingent consideration applies. The fair value weighted-average discount rates used in our material contingent consideration calculations were 11.87 % and 11.92 % at March 31, 2022 and December 31, 2021, respectively. The range of these discount rates was 3.53 % - 13.80 % at March 31, 2022. Using different probability weightings and discount rates could result in an increase or decrease of the contingent consideration payable. |
Fair Value Measurements - Fair
Fair Value Measurements - Fair Value Liabilities Measured Using Significant Unobservable Inputs Level 3 (Details) $ in Millions | 3 Months Ended | |
Mar. 31, 2022USD ($) | ||
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward] | ||
Balance as of beginning of period | $ 51 | |
Obligations assumed | 15 | |
Payments | (20) | |
Realized and unrealized losses | 3 | [1] |
Foreign exchange | 1 | |
Balance as of end of period | $ 50 | |
[1] | Realized and unrealized losses include accretion and adjustments to contingent consideration liabilities, which are included within Interest expense and Other operating expenses, respectively, on the condensed consolidated statements of comprehensive income. |
Fair Value Measurements - Narra
Fair Value Measurements - Narrative (Details) | 3 Months Ended |
Mar. 31, 2022USD ($) | |
Fair Value Disclosures [Abstract] | |
Fair value significant transfers to or from Level 3 | $ 0 |
Fair Value Measurements - Sch_2
Fair Value Measurements - Schedule of Liabilities Whose Carrying Values Differ From the Fair Value and are Not Measured on a Recurring Basis (Details) - USD ($) | Mar. 31, 2022 | Dec. 31, 2021 |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Current debt | $ 599,000,000 | $ 613,000,000 |
Long-term debt | 3,975,000,000 | 3,974,000,000 |
Carrying Value [Member] | Nonrecurring [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Long-term note receivable | 68,000,000 | 69,000,000 |
Current debt | 599 | 613,000,000 |
Long-term debt | 3,975 | 3,974,000,000 |
Fair Value [Member] | Nonrecurring [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Long-term note receivable | 68,000,000 | 70,000,000 |
Current debt | 600 | 616,000,000 |
Long-term debt | $ 4,026 | $ 4,453,000,000 |
Retirement Benefits - Narrative
Retirement Benefits - Narrative (Details) - USD ($) $ in Millions | 3 Months Ended | |
Mar. 31, 2022 | Mar. 31, 2021 | |
Compensation and Retirement Disclosure [Line Items] | ||
Portion of pension and OPEB obligation attributed to disclosed plans (as a percent) | 99.00% | |
Defined contribution plan, employer contribution | $ 42 | $ 43 |
Pension Plan [Member] | United States [Member] | ||
Compensation and Retirement Disclosure [Line Items] | ||
Defined benefit pension plans, employer contributions | 0 | |
Defined benefit plan, estimated future employer additional contributions, remainder of fiscal year | 0 | |
Pension Plan [Member] | United Kingdom [Member] | ||
Compensation and Retirement Disclosure [Line Items] | ||
Defined benefit pension plans, employer contributions | 8 | |
Defined benefit plan, estimated future employer additional contributions, remainder of fiscal year | 31 | |
Pension Plan [Member] | Other Foreign Plans [Member] | ||
Compensation and Retirement Disclosure [Line Items] | ||
Defined benefit pension plans, employer contributions | 14 | |
Defined benefit plan, estimated future employer additional contributions, remainder of fiscal year | $ 11 |
Retirement Benefits - Net Perio
Retirement Benefits - Net Periodic Benefit Cost (Details) - USD ($) $ in Millions | 3 Months Ended | |
Mar. 31, 2022 | Mar. 31, 2021 | |
Pension Plan [Member] | United States [Member] | ||
Defined Benefit Plan Disclosure [Line Items] | ||
Service cost | $ 19 | $ 20 |
Interest cost | 29 | 23 |
Expected return on plan assets | (83) | (77) |
Settlement | 0 | 1 |
Amortization of net loss | 4 | 11 |
Amortization of prior service credit | 0 | 0 |
Net periodic benefit (income)/cost | (31) | (22) |
Pension Plan [Member] | United Kingdom [Member] | ||
Defined Benefit Plan Disclosure [Line Items] | ||
Service cost | 3 | 4 |
Interest cost | 19 | 14 |
Expected return on plan assets | (39) | (43) |
Settlement | 0 | 0 |
Amortization of net loss | 8 | 7 |
Amortization of prior service credit | (3) | (4) |
Net periodic benefit (income)/cost | (12) | (22) |
Pension Plan [Member] | Other Foreign Plans [Member] | ||
Defined Benefit Plan Disclosure [Line Items] | ||
Service cost | 6 | 6 |
Interest cost | 4 | 3 |
Expected return on plan assets | (10) | (9) |
Settlement | 0 | 0 |
Amortization of net loss | 1 | 1 |
Amortization of prior service credit | 0 | 0 |
Net periodic benefit (income)/cost | 1 | 1 |
PRW [Member] | ||
Defined Benefit Plan Disclosure [Line Items] | ||
Service cost | 0 | 0 |
Interest cost | 1 | 0 |
Expected return on plan assets | 0 | 0 |
Settlement | 0 | 0 |
Amortization of net loss | 0 | 0 |
Amortization of prior service credit | (1) | (1) |
Net periodic benefit (income)/cost | $ 0 | $ (1) |
Leases - Schedule of Lease Cost
Leases - Schedule of Lease Costs Recorded in Condensed Consolidated Statements of Comprehensive Income (Details) - USD ($) $ in Millions | 3 Months Ended | |
Mar. 31, 2022 | Mar. 31, 2021 | |
Finance lease cost: | ||
Interest on lease liabilities | $ 1 | $ 1 |
Operating lease cost | 39 | 46 |
Variable lease cost | 18 | 13 |
Sublease income | (4) | (5) |
Total lease cost, net | $ 54 | $ 55 |
Leases - Narrative (Details)
Leases - Narrative (Details) - USD ($) $ in Millions | 3 Months Ended | |
Mar. 31, 2022 | Mar. 31, 2021 | |
Lessee, Lease, Description [Line Items] | ||
Lease Cost | $ 54 | $ 55 |
Restructuring Charges [Member] | ||
Lessee, Lease, Description [Line Items] | ||
Lease Cost | $ 5 |
Supplementary Information for_3
Supplementary Information for Certain Balance Sheet Accounts - Prepaid and Other Current Assets (Details) - USD ($) $ in Millions | Mar. 31, 2022 | Dec. 31, 2021 |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | ||
Prepayments and accrued income | $ 114 | $ 137 |
Short-term investments | 0 | 200 |
Deferred contract costs | 64 | 74 |
Derivatives and investments | 28 | 35 |
Deferred compensation plan assets | 12 | 19 |
Corporate income and other taxes | 116 | 82 |
Acquired renewal commissions receivable | 9 | 11 |
Other current assets | 47 | 54 |
Total prepaid and other current assets | $ 390 | $ 612 |
Supplementary Information for_4
Supplementary Information for Certain Balance Sheet Accounts - Deferred Revenue and Accrued Expenses (Details) - USD ($) $ in Millions | Mar. 31, 2022 | Dec. 31, 2021 |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | ||
Accounts payable, accrued liabilities and deferred income | $ 926 | $ 898 |
Accrued discretionary and incentive compensation | 262 | 811 |
Accrued vacation | 167 | 145 |
Other employee-related liabilities | 43 | 72 |
Total deferred revenue and accrued expenses | $ 1,398 | $ 1,926 |
Supplementary Information for_5
Supplementary Information for Certain Balance Sheet Accounts - Other Current Liabilities (Details) - USD ($) $ in Millions | Mar. 31, 2022 | Dec. 31, 2021 |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | ||
Dividends payable | $ 108 | $ 112 |
Income and other taxes payable | 313 | 278 |
Interest payable | 28 | 55 |
Deferred compensation plan liabilities | 43 | 49 |
Contingent and deferred consideration on acquisitions | 15 | 24 |
Accrued retirement benefits | 58 | 65 |
Payroll and other benefits-related liabilities | 351 | 230 |
Third-party commissions | 110 | 101 |
Other current liabilities | 111 | 101 |
Total other non-current liabilities | $ 1,137 | $ 1,015 |
Supplementary Information for_6
Supplementary Information for Certain Balance Sheet Accounts - Provision For Liabilities (Details) - USD ($) $ in Millions | Mar. 31, 2022 | Dec. 31, 2021 |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | ||
Claims, lawsuits and other proceedings | $ 316 | $ 311 |
Other provisions | 69 | 64 |
Total provision for liabilities | $ 385 | $ 375 |
Other Income, Net (Details)
Other Income, Net (Details) - USD ($) $ in Millions | 3 Months Ended | |
Mar. 31, 2022 | Mar. 31, 2021 | |
Other Income and Expenses [Abstract] | ||
(Loss)/gain on disposal of operations | $ (54) | $ 359 |
Net periodic pension and postretirement benefit credits | 71 | 76 |
Interest in earnings of associates and other investments | 2 | 2 |
Foreign exchange gain | 6 | 1 |
Other | 2 | 0 |
Other income, net | $ 27 | $ 438 |
Accumulated Other Comprehensi_3
Accumulated Other Comprehensive Loss - Schedule of Accumulated Other Comprehensive Income (Loss) (Details) - USD ($) $ in Millions | 3 Months Ended | |
Mar. 31, 2022 | Mar. 31, 2021 | |
AOCI Attributable to Parent, Net of Tax [Roll Forward] | ||
Stockholders' equity attributable to parent, beginning balance | $ 13,260 | |
Stockholders' equity attributable to parent, ending balance | 11,004 | |
Foreign currency translation [Member] | ||
AOCI Attributable to Parent, Net of Tax [Roll Forward] | ||
Stockholders' equity attributable to parent, beginning balance | (489) | $ (400) |
Other comprehensive (loss)/income before reclassifications | (59) | (42) |
Amounts reclassified from accumulated other comprehensive income/(loss) (net of income tax) | 0 | (44) |
Net current-period other comprehensive (loss)/income | (59) | 2 |
Stockholders' equity attributable to parent, ending balance | (548) | (398) |
Derivative instruments [Member] | ||
AOCI Attributable to Parent, Net of Tax [Roll Forward] | ||
Stockholders' equity attributable to parent, beginning balance | 11 | 9 |
Other comprehensive (loss)/income before reclassifications | (1) | 7 |
Amounts reclassified from accumulated other comprehensive income/(loss) (net of income tax) | 2 | 1 |
Net current-period other comprehensive (loss)/income | (3) | 6 |
Stockholders' equity attributable to parent, ending balance | 8 | 15 |
Defined pension and post-retirement benefit costs [Member] | ||
AOCI Attributable to Parent, Net of Tax [Roll Forward] | ||
Stockholders' equity attributable to parent, beginning balance | (1,708) | (1,968) |
Other comprehensive (loss)/income before reclassifications | 2 | 1 |
Amounts reclassified from accumulated other comprehensive income/(loss) (net of income tax) | (4) | (39) |
Net current-period other comprehensive (loss)/income | 6 | 40 |
Stockholders' equity attributable to parent, ending balance | (1,702) | (1,928) |
Total [Member] | ||
AOCI Attributable to Parent, Net of Tax [Roll Forward] | ||
Stockholders' equity attributable to parent, beginning balance | (2,186) | (2,359) |
Other comprehensive (loss)/income before reclassifications | (58) | (34) |
Amounts reclassified from accumulated other comprehensive income/(loss) (net of income tax) | (2) | (82) |
Net current-period other comprehensive (loss)/income | (56) | 48 |
Stockholders' equity attributable to parent, ending balance | $ (2,242) | $ (2,311) |
Accumulated Other Comprehensi_4
Accumulated Other Comprehensive Loss - Schedule of Accumulated Other Comprehensive Income (Loss) (Parenthetical) (Details) - USD ($) $ in Millions | 3 Months Ended | ||
Mar. 31, 2022 | Mar. 31, 2021 | Mar. 31, 2020 | |
AOCI Attributable to Parent, Net of Tax [Roll Forward] | |||
Reclassification from AOCI, Current Period, Tax | $ (3) | $ (6) | |
Miller [Member] | |||
AOCI Attributable to Parent, Net of Tax [Roll Forward] | |||
Reclassifications of foreign currency translation | $ (44) | ||
Reclassifications of defined pension and post-retirement benefits costs | $ 31 |
Earnings Per Share - Narrative
Earnings Per Share - Narrative (Details) - shares | 3 Months Ended | |
Mar. 31, 2022 | Mar. 31, 2021 | |
Restricted share units [Member] | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Antidilutive securities excluded from computation of earnings per share | 100,000 | 200,000 |
Stock Options [Member] | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Antidilutive securities excluded from computation of earnings per share | 0 | 0 |
Time-based award [Member] | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Stock options outstanding | 400,000 | 100,000 |
Performance-Based Stock Units [Member] | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Stock options outstanding | 0.1 | 0.3 |
Restricted share units outstanding | 500,000 | 500,000 |
Earnings Per Share - Basic and
Earnings Per Share - Basic and Diluted Earnings Per Share (Details) - USD ($) $ / shares in Units, shares in Millions, $ in Millions | 3 Months Ended | |
Mar. 31, 2022 | Mar. 31, 2021 | |
Earnings Per Share [Abstract] | ||
Income from continuing operations | $ 114 | $ 546 |
Less: income attributable to non-controllable interests | 3 | 3 |
Income from continuing operations attributable to WTW | 111 | 543 |
Income from discontinued operations, net of tax | $ 11 | $ 190 |
Basic average number of shares outstanding (shares) | 118 | 130 |
Dilutive effect of potentially issuable shares (shares) | 0 | 0 |
Diluted average number of shares outstanding (shares) | 118 | 130 |
Basic earnings per share from continuing operations attributable to WTW | $ 0.94 | $ 4.18 |
Dilutive effect of potentially issuable shares | 0 | (0.01) |
Diluted earnings per share from continuing operations attributable to WTW | 0.94 | 4.17 |
Basic earnings per share from discontinued operations, net of tax | 0.09 | 1.46 |
Dilutive effect of potentially issuable shares | 0 | 0 |
Diluted earnings per share from discontinued operations, net of tax | $ 0.09 | $ 1.46 |
Supplemental Disclosures of C_3
Supplemental Disclosures of Cash Flow Information (Details) - USD ($) $ in Millions | 3 Months Ended | |||
Mar. 31, 2022 | Mar. 31, 2021 | Dec. 31, 2021 | ||
Supplemental disclosures of cash flow information: | ||||
Cash and cash equivalents | $ 2,198 | $ 1,960 | $ 4,486 | |
Fiduciary funds (included in fiduciary assets) | 2,967 | 3,744 | ||
Cash and cash equivalents and fiduciary funds (included in current assets held for sale) | 7 | 0 | ||
Other restricted cash (included in prepaids and other current assets) | 0 | 6 | ||
Total cash, cash equivalents and restricted cash | 5,172 | 5,710 | ||
DECREASE IN CASH, CASH EQUIVALENTS AND RESTRICTED CASH | [1] | (2,485) | (531) | |
Non-Fiduciary [Member] | ||||
Supplemental disclosures of cash flow information: | ||||
DECREASE IN CASH, CASH EQUIVALENTS AND RESTRICTED CASH | (2,274) | (116) | ||
Fiduciary [Member] | ||||
Supplemental disclosures of cash flow information: | ||||
DECREASE IN CASH, CASH EQUIVALENTS AND RESTRICTED CASH | $ (211) | $ (415) | ||
[1] | The amounts of cash, cash equivalents and restricted cash, their respective classification on the condensed consolidated balance sheets, as well as their respective portions of the increase or decrease in cash, cash equivalents and restricted cash for each of the periods presented have been included in Note 19 — Supplemental Disclosures of Cash Flow Information. |
Supplemental Disclosures of C_4
Supplemental Disclosures of Cash Flow Information - Narrative (Details) - USD ($) $ in Millions | Mar. 31, 2022 | Dec. 31, 2021 | Mar. 31, 2021 | Dec. 31, 2020 | |
Error Corrections and Prior Period Adjustments Restatement [Line Items] | |||||
Cash, cash equivalents and restricted cash | [1] | $ 5,172 | $ 7,691 | $ 5,710 | $ 6,301 |
Previously Reported [Member] | |||||
Error Corrections and Prior Period Adjustments Restatement [Line Items] | |||||
Cash, cash equivalents and restricted cash | $ 2,000 | $ 2,100 | |||
[1] | The amounts of cash, cash equivalents and restricted cash, their respective classification on the condensed consolidated balance sheets, as well as their respective portions of the increase or decrease in cash, cash equivalents and restricted cash for each of the periods presented have been included in Note 19 — Supplemental Disclosures of Cash Flow Information. |