FINANCIAL INFORMATION FOR PARENT GUARANTOR, OTHER GUARANTOR SUBSIDIARIES AND NON-GUARANTOR SUBSIDIARIES | 28. FINANCIAL INFORMATION FOR PARENT GUARANTOR, OTHER GUARANTOR SUBSIDIARIES AND NON-GUARANTOR SUBSIDIARIES Willis North America Inc. (‘Willis North America’) had $148 million senior notes outstanding that were issued on July 1, 2005 that were subsequently repaid on July 1, 2015 and has $394 million of senior notes issued on March 28, 2007 and $187 million of senior notes issued on September 29, 2009. All direct obligations under the senior notes are jointly and severally, irrevocably and fully and unconditionally guaranteed by Willis Netherlands Holdings B.V., Willis Investment UK Holdings Limited, TA I Limited, Trinity Acquisition Limited and Willis Group Limited, collectively the ‘Other Guarantors’, and with Willis Towers Watson, the ‘Guarantor Companies’. The debt securities that were issued by Willis North America and guaranteed by the entities described above, and for which the disclosures set forth below relate and are required under applicable SEC rules, were issued under an effective registration statement. Presented below is condensed consolidating financial information for: (i) Willis Towers Watson, which is a guarantor, on a parent company only basis; (ii) the Other Guarantors, which are all 100 percent directly or indirectly owned subsidiaries of the parent and are all direct or indirect parents of the issuer; (iii) the Issuer, Willis North America; (iv) Other, which are the non-guarantor subsidiaries, on a combined basis; (v) Consolidating adjustments; and (vi) the Consolidated Company. The equity method has been used for investments in subsidiaries in the condensed consolidating balance sheets for the year ended December 31, 2015 of Willis Towers Watson, the Other Guarantors and the Issuer. The entities included in the Other Guarantors column as of December 31, 2015 are Willis Netherlands Holdings B.V., Willis Investment UK Holdings Limited, TA I Limited, Trinity Acquisition Limited and Willis Group Limited. Condensed Consolidating Statement of Operations Year Ended December 31, 2015 Willis Towers Watson The Other Guarantors The Issuer Other Consolidating adjustments Consolidated (millions) REVENUES Commissions and fees $ — $ — $ 11 $ 3,798 $ — $ 3,809 Investment income — 1 — 11 — 12 Other income — — — 8 — 8 Total revenues — 1 11 3,817 — 3,829 EXPENSES Salaries and benefits (1 ) (1 ) (77 ) (2,227 ) — (2,306 ) Other operating expenses (12 ) (113 ) (1 ) (673 ) — (799 ) Depreciation expense — (6 ) (16 ) (73 ) — (95 ) Amortization of intangible assets — — — (76 ) — (76 ) Restructuring costs — (28 ) (13 ) (85 ) — (126 ) Total expenses (13 ) (148 ) (107 ) (3,134 ) — (3,402 ) OPERATING (LOSS) INCOME (13 ) (147 ) (96 ) 683 — 427 Other (expense) income, net (10 ) 42 — 23 — 55 Income from Group undertakings — 225 236 110 (571 ) — Expenses due to Group undertakings — (31 ) (189 ) (351 ) 571 — Interest expense (43 ) (39 ) (42 ) (18 ) — (142 ) (LOSS) INCOME BEFORE INCOME TAXES AND INTEREST IN EARNINGS OF ASSOCIATES (66 ) 50 (91 ) 447 — 340 Income tax benefit (expense) — 29 17 (13 ) — 33 (LOSS) INCOME BEFORE INTEREST IN EARNINGS OF ASSOCIATES (66 ) 79 (74 ) 434 — 373 Interest in earnings of associates, net of tax — 9 — 2 — 11 Equity account for subsidiaries 439 347 106 — (892 ) — NET INCOME 373 435 32 436 (892 ) 384 Less: Net income attributable to noncontrolling interests — — — (11 ) — (11 ) NET INCOME ATTRIBUTABLE TO WILLIS TOWERS WATSON $ 373 $ 435 $ 32 $ 425 $ (892 ) $ 373 Condensed Consolidating Statement of Comprehensive Income Year Ended December 31, 2015 Willis Towers Watson The Other Guarantors The Issuer Other Consolidating adjustments Consolidated (millions) Comprehensive income $ 402 $ 462 $ 49 $ 455 $ (965 ) $ 403 Less: Comprehensive income attributable to noncontrolling interests — — — (1 ) — (1 ) Comprehensive income attributable to Willis Towers Watson $ 402 $ 462 $ 49 $ 454 $ (965 ) $ 402 Condensed Consolidating Statement of Operations Year Ended December 31, 2014 Willis Towers Watson The Other Guarantors The Issuer Other Consolidating adjustments Consolidated (millions) REVENUES Commissions and fees $ — $ — $ 8 $ 3,759 $ — $ 3,767 Investment income — — — 16 — 16 Other income — — — 19 — 19 Total revenues — — 8 3,794 — 3,802 EXPENSES Salaries and benefits (1 ) — (81 ) (2,232 ) — (2,314 ) Other operating expenses (16 ) (95 ) (38 ) (510 ) — (659 ) Depreciation expense — (4 ) (17 ) (71 ) — (92 ) Amortization of intangible assets — — — (54 ) — (54 ) Restructuring costs — (11 ) (3 ) (22 ) — (36 ) Total expenses (17 ) (110 ) (139 ) (2,889 ) — (3,155 ) OPERATING (LOSS) INCOME (17 ) (110 ) (131 ) 905 — 647 Other (expense) income, net (15 ) (220 ) — 11 230 6 Income from Group undertakings — 221 313 102 (636 ) — Expenses due to Group undertakings — (33 ) (179 ) (424 ) 636 — Interest expense (43 ) (35 ) (45 ) (12 ) — (135 ) (LOSS) INCOME BEFORE INCOME TAXES AND INTEREST IN EARNINGS OF ASSOCIATES (75 ) (177 ) (42 ) 582 230 518 Income tax benefit (expense) — 25 24 (208 ) — (159 ) (LOSS) INCOME BEFORE INTEREST IN EARNINGS OF ASSOCIATES (75 ) (152 ) (18 ) 374 230 359 Interest in earnings of associates, net of tax — 10 — 4 — 14 Equity account for subsidiaries 437 570 76 — (1,083 ) — NET INCOME 362 428 58 378 (853 ) 373 Less: Net income attributable to noncontrolling interests — — — (11 ) — (11 ) NET INCOME ATTRIBUTABLE TO WILLIS TOWERS WATSON $ 362 $ 428 $ 58 $ 367 $ (853 ) $ 362 Condensed Consolidating Statement of Comprehensive Income Year Ended December 31, 2014 Willis Towers Watson The Other Guarantors The Issuer Other Consolidating adjustments Consolidated (millions) Comprehensive (loss) income $ (11 ) $ 69 $ (110 ) $ 49 $ (3 ) $ (6 ) Less: Comprehensive income attributable to noncontrolling interests — — — (5 ) — (5 ) Comprehensive (loss) income attributable to Willis Towers Watson $ (11 ) $ 69 $ (110 ) $ 44 $ (3 ) $ (11 ) Condensed Consolidating Statement of Operations Year Ended December 31, 2013 Willis Towers Watson The Other Guarantors The Issuer Other Consolidating adjustments Consolidated (millions) REVENUES Commissions and fees $ — $ — $ 8 $ 3,625 $ — $ 3,633 Investment income — — — 15 — 15 Other income — — — 7 — 7 Total revenues — — 8 3,647 — 3,655 EXPENSES Salaries and benefits (1 ) — (103 ) (2,103 ) — (2,207 ) Other operating expenses (5 ) (69 ) (163 ) (399 ) — (636 ) Depreciation expense — (3 ) (20 ) (71 ) — (94 ) Amortization of intangible assets — — — (55 ) — (55 ) Total expenses (6 ) (72 ) (286 ) (2,628 ) — (2,992 ) OPERATING (LOSS) INCOME (6 ) (72 ) (278 ) 1,019 — 663 Other income (expense), net 5 (4 ) — 31 (10 ) 22 Income from Group undertakings — 191 364 86 (641 ) — Expenses due to Group undertakings (10 ) (34 ) (141 ) (456 ) 641 — Loss on extinguishment of debt — — (60 ) — — (60 ) Interest expense (42 ) (16 ) (63 ) (5 ) — (126 ) (LOSS) INCOME BEFORE INCOME TAXES AND INTEREST IN EARNINGS OF ASSOCIATES (53 ) 65 (178 ) 675 (10 ) 499 Income tax benefit (expense) — 23 — (145 ) — (122 ) (LOSS) INCOME BEFORE INTEREST IN EARNINGS OF ASSOCIATES (53 ) 88 (178 ) 530 (10 ) 377 Interest in earnings of associates, net of tax — 9 — (9 ) — — Equity account for subsidiaries 418 320 150 — (888 ) — NET INCOME (LOSS) 365 417 (28 ) 521 (898 ) 377 Less: Net income attributable to noncontrolling interests — — — (12 ) — (12 ) NET INCOME ATTRIBUTABLE TO WILLIS TOWERS WATSON $ 365 $ 417 $ (28 ) $ 509 $ (898 ) $ 365 Condensed Consolidating Statement of Comprehensive Income Year Ended December 31, 2013 Willis Towers Watson The Other Guarantors The Issuer Other Consolidating adjustments Consolidated (millions) Comprehensive income $ 522 $ 565 $ 74 $ 636 $ (1,263 ) $ 534 Less: Comprehensive income attributable to noncontrolling interests — — — (12 ) — (12 ) Comprehensive income attributable to Willis Group Holdings $ 522 $ 565 $ 74 $ 624 $ (1,263 ) $ 522 Condensed Consolidating Balance Sheet As at December 31, 2015 Willis The Other Guarantors The Issuer Other Consolidating adjustments Consolidated (millions) ASSETS CURRENT ASSETS Cash and cash equivalents $ 3 $ 2 $ — $ 527 $ — $ 532 Accounts receivable, net — — 7 1,251 — 1,258 Fiduciary assets — — — 10,458 — 10,458 Other current assets 1 49 18 194 (7 ) 255 Amounts due from Group undertakings 3,423 1,684 822 1,259 (7,188 ) — Total current assets 3,427 1,735 847 13,689 (7,195 ) 12,503 NON-CURRENT ASSETS Investments in subsidiaries — 3,208 832 — (4,040 ) — Fixed assets, net — 23 35 505 — 563 Goodwill — — — 3,737 — 3,737 Other intangible assets, net — — — 1,115 — 1,115 Investments in associates — — — 13 — 13 Deferred tax assets — — — 76 — 76 Pension benefits asset — — — 623 — 623 Other non-current assets — 8 2 199 — 209 Non-current amounts due from Group undertakings — 518 785 — (1,303 ) — Total non-current assets — 3,757 1,654 6,268 (5,343 ) 6,336 TOTAL ASSETS $ 3,427 $ 5,492 $ 2,501 $ 19,957 $ (12,538 ) $ 18,839 LIABILITIES AND STOCKHOLDERS’ EQUITY CURRENT LIABILITIES Fiduciary liabilities $ — $ — $ — $ 10,458 $ — $ 10,458 Deferred revenue and accrued expenses 1 13 55 683 — 752 Income taxes payable — — — 52 (7 ) 45 Short-term debt and current portion of long-term debt 300 609 — 79 — 988 Other current liabilities 15 38 23 482 — 558 Amounts due to Group undertakings — 4,141 1,545 1,502 (7,188 ) — Total current liabilities 316 4,801 1,623 13,256 (7,195 ) 12,801 NON-CURRENT LIABILITIES Investments in subsidiaries 387 — — — (387 ) — Long-term debt 495 1,203 580 — — 2,278 Liabilities for pension benefits — — — 279 — 279 Deferred tax liabilities — 1 — 239 — 240 Provisions for liabilities — — — 295 — 295 Other non-current liabilities — 21 15 497 — 533 Non-current amounts due to Group undertakings — — 518 785 (1,303 ) — Total non-current liabilities 882 1,225 1,113 2,095 (1,690 ) 3,625 TOTAL LIABILITIES $ 1,198 $ 6,026 $ 2,736 $ 15,351 $ (8,885 ) $ 16,426 Condensed Consolidating Balance Sheet As at December 31, 2015 Willis The Other The Other Consolidating Consolidated (millions) REDEEMABLE NONCONTROLLING INTEREST — — — 53 — 53 EQUITY Total Willis Towers Watson stockholders’ equity 2,229 (534 ) (235 ) 4,422 (3,653 ) 2,229 Noncontrolling interests — — — 131 — 131 Total equity 2,229 (534 ) (235 ) 4,553 (3,653 ) 2,360 TOTAL LIABILITIES AND EQUITY $ 3,427 $ 5,492 $ 2,501 $ 19,957 $ (12,538 ) $ 18,839 Condensed Consolidating Balance Sheet As at December 31, 2014 Willis The Other Guarantors The Issuer Other Consolidating adjustments Consolidated (millions) ASSETS CURRENT ASSETS Cash and cash equivalents $ 9 $ 2 $ — $ 624 $ — $ 635 Accounts receivable, net — — 3 1,041 — 1,044 Fiduciary assets — — — 8,948 — 8,948 Other current assets — 27 8 206 (29 ) 212 Amounts due by group undertakings 3,675 923 1,057 1,114 (6,769 ) — Total current assets 3,684 952 1,068 11,933 (6,798 ) 10,839 NON-CURRENT ASSETS Investments in subsidiaries — 2,537 715 — (3,252 ) — Fixed assets, net — 20 42 421 — 483 Goodwill — — — 2,937 — 2,937 Other intangible assets, net — — — 450 — 450 Investments in associates — 147 — 22 — 169 Deferred tax assets — — — 19 — 19 Pension benefits asset — — — 314 — 314 Other non-current assets — 1 3 206 — 210 Non-current amounts due by group undertakings — 518 740 — (1,258 ) — Total non-current assets — 3,223 1,500 4,369 (4,510 ) 4,582 TOTAL ASSETS $ 3,684 $ 4,175 $ 2,568 $ 16,302 $ (11,308 ) $ 15,421 LIABILITIES AND STOCKHOLDERS’ EQUITY CURRENT LIABILITIES Fiduciary liabilities $ — $ — $ — $ 8,948 $ — $ 8,948 Deferred revenue and accrued expenses 1 4 30 584 — 619 Income taxes payable — — 7 55 (29 ) 33 Short-term debt and current portion of long-term debt — 17 149 1 — 167 Other current liabilities 67 11 46 320 — 444 Amounts due to group undertakings — 4,374 1,499 896 (6,769 ) — Total current liabilities 68 4,406 1,731 10,804 (6,798 ) 10,211 NON-CURRENT LIABILITIES Investments in subsidiaries 838 — — — (838 ) — Long-term debt 793 758 579 — — 2,130 Liabilities for pension benefits — — — 284 — 284 Deferred tax liabilities — — — 147 — 147 Provisions for liabilities — — — 194 — 194 Other non-current liabilities — — 17 372 — 389 Non-current amounts due to group undertakings — — 518 740 (1,258 ) — Total non-current liabilities 1,631 758 1,114 1,737 (2,096 ) 3,144 TOTAL LIABILITIES $ 1,699 $ 5,164 $ 2,845 $ 12,541 $ (8,894 ) $ 13,355 Condensed Consolidating Balance Sheet As at December 31, 2014 Willis The Other The Other Consolidating Consolidated (millions) REDEEMABLE NONCONTROLLING INTEREST — — — 59 — 59 EQUITY Total Willis Towers Watson stockholders’ equity 1,985 (989 ) (277 ) 3,680 (2,414 ) 1,985 Noncontrolling interests — — — 22 — 22 Total equity 1,985 (989 ) (277 ) 3,702 (2,414 ) 2,007 TOTAL LIABILITIES AND EQUITY $ 3,684 $ 4,175 $ 2,568 $ 16,302 $ (11,308 ) $ 15,421 Condensed Consolidating Statement of Cash Flows Year Ended December 31, 2015 Willis Towers Watson The Other Guarantors The Issuer Other Consolidating adjustments Consolidated (millions) NET CASH (USED IN) PROVIDED BY OPERATING ACTIVITIES $ (10 ) $ 583 $ 43 $ (223 ) $ (150 ) $ 243 CASH FLOWS FROM INVESTING ACTIVITIES Proceeds on disposal of fixed and intangible assets — — — 13 — 13 Additions to fixed assets — (10 ) (8 ) (128 ) — (146 ) Additions to intangibles assets — — — (12 ) — (12 ) Acquisitions of operations, net of cash acquired — — — (845 ) — (845 ) Payments to acquire other investments, net of distributions received. — — — 3 — 3 Proceeds from sale of operations, net of cash disposed — — — 44 — 44 Proceeds from intercompany investing activities 321 49 87 151 (608 ) — Repayments of intercompany investing activities (82 ) (746 ) — (181 ) 1,009 — Additional investment in subsidiaries — (598 ) — — 598 — Net cash provided by (used in) investing activities 239 (1,305 ) 79 (955 ) 999 (943 ) CASH FLOWS FROM FINANCING ACTIVITIES Proceeds from drawdown of revolving credit facility — 469 — — — 469 Debt issuance costs — (5 ) — — — (5 ) Repayments of debt — (16 ) (149 ) (1 ) — (166 ) Proceeds from issue of other debt — 592 — — — 592 Repurchase of shares (82 ) — — — — (82 ) Proceeds from issue of shares 124 — — 598 (598 ) 124 Excess tax benefits from share-based payment arrangements — — — 7 — 7 Dividends paid (277 ) — — (150 ) 150 (277 ) Acquisition of noncontrolling interests — — — (5 ) — (5 ) Dividends paid to noncontrolling interests — — — (16 ) — (16 ) Proceeds from intercompany financing activities — 154 27 828 (1,009 ) — Repayments of intercompany financing activities — (472 ) — (136 ) 608 — Net cash (used in) provided by financing activities (235 ) 722 (122 ) 1,125 (849 ) 641 DECREASE IN CASH AND CASH EQUIVALENTS (6 ) — — (53 ) — (59 ) Effect of exchange rate changes on cash and cash equivalents — — — (44 ) — (44 ) CASH AND CASH EQUIVALENTS, BEGINNING OF YEAR 9 2 — 624 — 635 CASH AND CASH EQUIVALENTS, END OF YEAR $ 3 $ 2 $ — $ 527 $ — $ 532 Condensed Consolidating Statement of Cash Flows Year Ended December 31, 2014 Willis Towers Watson The Other Guarantors The Issuer Other Consolidating adjustments Consolidated (millions) NET CASH (USED IN) PROVIDED BY OPERATING ACTIVITIES $ (35 ) $ 387 $ 265 $ 212 $ (352 ) $ 477 CASH FLOWS FROM INVESTING ACTIVITIES Proceeds on disposal of fixed and intangible assets — — 1 6 (1 ) 6 Additions to fixed assets — (9 ) (10 ) (95 ) 1 (113 ) Additions to intangible assets — — — (4 ) — (4 ) Acquisitions of operations, net of cash acquired — — — (241 ) — (241 ) Proceeds from sale of other investments, net of distributions received. — — — (10 ) — (10 ) Proceeds from sale of operations, net of cash disposed — — — 86 — 86 Proceeds from intercompany investing activities 361 — 120 435 (916 ) — Repayments of intercompany investing activities — (53 ) (131 ) (46 ) 230 — Additional investment in subsidiaries (31 ) — — — 31 — Net cash provided by (used in) investing activities 330 (62 ) (20 ) 131 (655 ) (276 ) CASH FLOWS FROM FINANCING ACTIVITIES Debt issuance costs — — — (3 ) — (3 ) Repayments of debt — (15 ) — — — (15 ) Repurchase of shares (213 ) — — — — (213 ) Proceeds from issue of shares 134 — — 31 (31 ) 134 Excess tax benefits from share-based payment arrangements — — — 5 — 5 Dividends paid (210 ) — — (352 ) 352 (210 ) Acquisition of noncontrolling interests — (4 ) — — — (4 ) Dividends paid to noncontrolling interests — — — (17 ) — (17 ) Proceeds from intercompany financing activities — 46 4 180 (230 ) — Repayments of intercompany financing activities — (353 ) (249 ) (314 ) 916 — Net cash used in financing activities (289 ) (326 ) (245 ) (470 ) 1,007 (323 ) INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS 6 (1 ) — (127 ) — (122 ) Effect of exchange rate changes on cash and cash equivalents — — — (39 ) — (39 ) CASH AND CASH EQUIVALENTS, BEGINNING OF YEAR 3 3 — 790 — 796 CASH AND CASH EQUIVALENTS, END OF YEAR $ 9 $ 2 $ — $ 624 $ — $ 635 Condensed Consolidating Statement of Cash Flows Year Ended December 31, 2013 Willis Towers Watson The Other Guarantors The Issuer Other Consolidating adjustments Consolidated (millions) NET CASH PROVIDED BY OPERATING ACTIVITIES $ 4 $ 125 $ 7 $ 662 $ (237 ) $ 561 CASH FLOWS FROM INVESTING ACTIVITIES Proceeds on disposal of fixed and intangible assets — — 3 9 — 12 Additions to fixed assets — (7 ) (11 ) (94 ) — (112 ) Additions to intangible assets — — — (7 ) — (7 ) Acquisitions of operations, net of cash acquired — (237 ) (230 ) (30 ) 467 (30 ) Proceeds from sale of other investments, net of distributions received. — — — (3 ) — (3 ) Proceeds from sale of operations, net of cash disposed — — 230 257 (467 ) 20 Proceeds from intercompany investing activities 383 211 36 60 (690 ) — Repayments of intercompany investing activities (347 ) (442 ) (120 ) (780 ) 1,689 — Net cash provided by (used in) investing activities 36 (475 ) (92 ) (588 ) 999 (120 ) CASH FLOWS FROM FINANCING ACTIVITIES Senior notes issued — 522 — — — 522 Debt issuance costs — (8 ) — — — (8 ) Repayments of debt — (15 ) (521 ) — — (536 ) Tender premium on extinguishment of senior notes — — (65 ) — — (65 ) Proceeds from issue of shares 155 — — — — 155 Excess tax benefits from share-based payment arrangements — — — 2 — 2 Dividends paid (193 ) — (230 ) (7 ) 237 (193 ) Acquisition of noncontrolling interests — — — (4 ) — (4 ) Dividends paid to noncontrolling interests — — — (10 ) — (10 ) Cash received on intercompany financing activities — 321 901 467 (1,689 ) — Cash paid on intercompany financing activities — (467 ) — (223 ) 690 — Net cash (used in) provided by financing activities (38 ) 353 85 225 (762 ) (137 ) INCREASE IN CASH AND CASH EQUIVALENTS 2 3 — 299 — 304 Effect of exchange rate changes on cash and cash equivalents — — — (8 ) — (8 ) CASH AND CASH EQUIVALENTS, BEGINNING OF YEAR 1 — — 499 — 500 CASH AND CASH EQUIVALENTS, END OF YEAR $ 3 $ 3 $ — $ 790 $ — $ 796 30. FINANCIAL INFORMATION FOR ISSUER, PARENT GUARANTOR, OTHER GUARANTOR SUBSIDIARIES AND NON-GUARANTOR SUBSIDIARIES Trinity Acquisition Limited has $525 million senior notes outstanding that were issued on August 15, 2013. All direct obligations under the senior notes were jointly and severally, irrevocably and fully and unconditionally guaranteed by Willis Netherlands Holdings B.V, Willis Investment UK Holdings Limited, TA I Limited, Willis Group Limited and Willis North America, Inc, collectively the ‘Other Guarantors’, and with Willis Towers Watson, the ‘Guarantor Companies’. The guarantor structure described above differs from the guarantor structure associated with the senior notes issued by the Company and Willis North America (the ‘Willis North America Debt Securities’) in that Trinity Acquisition Limited is the issuer and not a subsidiary guarantor, and Willis North America, Inc. is a subsidiary guarantor. Presented below is condensed consolidating financial information for: (i) Willis Towers Watson, which is a guarantor, on a parent company only basis; (ii) the Other Guarantors, which are all wholly owned subsidiaries (directly or indirectly) of the parent. Willis Netherlands Holdings B.V, Willis Investment UK Holdings Limited and TA I Limited are all direct or indirect parents of the issuer and Willis Group Limited and Willis North America Inc., are direct or indirect wholly owned subsidiaries or the issuer; (iii) Trinity Acquisition Limited, which is the issuer and is a 100 percent indirectly owned subsidiary of the parent; (iv) Other, which are the non-guarantor subsidiaries, on a combined basis; (v) Consolidating adjustments; and (vi) the Consolidated Company. The equity method has been used for investments in subsidiaries in the condensed consolidating balance sheets as of December 21, 2015 of Willis Towers Watson, the Other Guarantors and the Issuer. The entities included in the Other Guarantors column as of December 31, 2015 are Willis Netherlands Holdings B.V., Willis Investment UK Holdings Limited, Willis North America Inc.,TA I Limited and Willis Group Limited. Condensed Consolidating Statement of Operations Year Ended December 31, 2015 Willis Towers Watson The Other Guarantors The Issuer Other Consolidating adjustments Consolidated (millions) REVENUES Commissions and fees $ — $ 11 $ — $ 3,798 $ — $ 3,809 Investment income — 1 — 11 — 12 Other income — — — 8 — 8 Total revenues — 12 — 3,817 — 3,829 EXPENSES Salaries and benefits (1 ) (78 ) — (2,227 ) — (2,306 ) Other operating expenses (12 ) (114 ) — (673 ) — (799 ) Depreciation expense — (22 ) — (73 ) — (95 ) Amortization of intangible assets — — — (76 ) — (76 ) Restructuring costs — (41 ) — (85 ) — (126 ) Total expenses (13 ) (255 ) — (3,134 ) — (3,402 ) OPERATING (LOSS) INCOME (13 ) (243 ) — 683 — 427 Other (expense) income, net (10 ) 42 — 23 — 55 Income from Group undertakings — 374 93 110 (577 ) — Expenses due to Group undertakings — (200 ) (26 ) (351 ) 577 — Interest expense (43 ) (41 ) (40 ) (18 ) — (142 ) (LOSS) INCOME BEFORE INCOME TAXES AND INTEREST IN EARNINGS OF ASSOCIATES (66 ) (68 ) 27 447 — 340 Income tax benefit (expense) — 51 (5 ) (13 ) — 33 (LOSS) INCOME BEFORE INTEREST IN EARNINGS OF ASSOCIATES (66 ) (17 ) 22 434 — 373 Interest in earnings of associates, net of tax — 9 — 2 — 11 Equity account for subsidiaries 439 443 337 — (1,219 ) — NET INCOME 373 435 359 436 (1,219 ) 384 Less: Net income attributable to noncontrolling interests — — — (11 ) — (11 ) NET INCOME ATTRIBUTABLE TO WILLIS TOWERS WATSON $ 373 $ 435 $ 359 $ 425 $ (1,219 ) $ 373 Condensed Consolidating Statement of Comprehensive Income Year Ended December 31, 2015 Willis Towers Watson The Other Guarantors The Issuer Other Consolidating adjustments Consolidated (millions) Comprehensive income $ 402 $ 462 $ 400 $ 455 $ (1,316 ) $ 403 Less: Comprehensive income attributable to noncontrolling interests — — — (1 ) — (1 ) Comprehensive income attributable to Willis Towers Watson $ 402 $ 462 $ 400 $ 454 $ (1,316 ) $ 402 Condensed Consolidating Statement of Operations Year Ended December 31, 2014 Willis The Other The Other Consolidating Consolidated (millions) REVENUES Commissions and fees $ — $ 8 $ — $ 3,759 $ — $ 3,767 Investment income — — — 16 — 16 Other income — — — 19 — 19 Total revenues — 8 — 3,794 — 3,802 EXPENSES Salaries and benefits (1 ) (81 ) — (2,232 ) — (2,314 ) Other operating expenses (16 ) (133 ) — (510 ) — (659 ) Depreciation expense — (21 ) — (71 ) — (92 ) Amortization of intangible assets — — — (54 ) — (54 ) Restructuring costs — (14 ) — (22 ) — (36 ) Total expenses (17 ) (249 ) — (2,889 ) — (3,155 ) OPERATING (LOSS) INCOME (17 ) (241 ) — 905 — 647 Other (expense) income, net (15 ) (220 ) — 11 230 6 Income from Group undertakings — 450 91 102 (643 ) — Expenses due to Group undertakings — (190 ) (29 ) (424 ) 643 — Interest expense (43 ) (44 ) (36 ) (12 ) — (135 ) (LOSS) INCOME BEFORE INCOME TAXES AND INTEREST IN EARNINGS OF ASSOCIATES (75 ) (245 ) 26 582 230 518 Income tax benefit (expense) — 54 (5 ) (208 ) — (159 ) (LOSS) INCOME BEFORE INTEREST IN EARNINGS OF ASSOCIATES (75 ) (191 ) 21 374 230 359 Interest in earnings of associates, net of tax — 10 — 4 — 14 Equity account for subsidiaries 437 609 314 — (1,360 ) — NET INCOME 362 428 335 378 (1,130 ) 373 Less: Net income attributable to noncontrolling interests — — — (11 ) — (11 ) NET INCOME ATTRIBUTABLE TO WILLIS TOWERS WATSON $ 362 $ 428 $ 335 $ 367 $ (1,130 ) $ 362 Condensed Consolidating Statement of Comprehensive Income Year Ended December 31, 2014 Willis Towers Watson The Other Guarantors The Issuer Other Consolidating adjustments Consolidated (millions) Comprehensive (loss) income $ (11 ) $ 69 $ (5 ) $ 49 $ (108 ) $ (6 ) Less: Comprehensive income attributable to noncontrolling interests — — — (5 ) — (5 ) Comprehensive (loss) income attributable to Willis Towers Watson $ (11 ) $ 69 $ (5 ) $ 44 $ (108 ) $ (11 ) Condensed Consolidating Statement of Operations Year Ended December 31, 2013 Willis The Other The Other Consolidating Consolidated (millions) REVENUES Commissions and fees $ — $ 8 $ — $ 3,625 $ — $ 3,633 Investment income — — — 15 — 15 Other income — — — 7 — 7 Total revenues — 8 — 3,647 — 3,655 EXPENSES Salaries and benefits (1 ) (103 ) — (2,103 ) — (2,207 ) Other operating expenses (5 ) (231 ) (1 ) (399 ) — (636 ) Depreciation expense — (23 ) — (71 ) — (94 ) Amortization of intangible assets — — — (55 ) — (55 ) Total expenses (6 ) (357 ) (1 ) (2,628 ) — (2,992 ) OPERATING (LOSS) INCOME (6 ) (349 ) (1 ) 1,019 — 663 Other income (expense), net 5 (4 ) — 31 (10 ) 22 Income from Group undertakings — 491 68 86 (645 ) — Expenses due to Group undertakings (10 ) (153 ) (26 ) (456 ) 645 — Loss on extinguishment of debt — (60 ) — — — (60 ) Interest expense (42 ) (61 ) (18 ) (5 ) — (126 ) (LOSS) INCOME BEFORE INCOME TAXES AND INTEREST IN EARNINGS OF ASSOCIATES (53 ) (136 ) 23 675 (10 ) 499 Income tax benefit (expense) — 29 (6 ) (145 ) — (122 ) (LOSS) INCOME BEFORE INTEREST IN EARNINGS OF ASSOCIATES (53 ) (107 ) 17 530 (10 ) 377 Interest in earnings of associates, net of tax — 9 — (9 ) — — Equity account for subsidiaries 418 515 344 — (1,277 ) — NET INCOME 365 417 361 521 (1,287 ) 377 Less: Net income attributable to noncontrolling interests — — — (12 ) — (12 ) NET INCOME ATTRIBUTABLE TO WILLIS TOWERS WATSON $ 365 $ 417 $ 361 $ 509 $ (1,287 ) $ 365 Condensed Consolidating Statement of Comprehensive Income Year Ended December 31, 2013 Willis The Other Guarantors The Issuer Other Consolidating adjustments Consolidated (millions) Comprehensive income $ 522 $ 565 $ 504 $ 636 $ (1,693 ) $ 534 Less: Comprehensive income attributable to noncontrolling interests — — — (12 ) — (12 ) Comprehensive income attributable to Willis Towers Watson $ 522 $ 565 $ 504 $ 624 $ (1,693 ) $ 522 Condensed Consolidating Balance Sheet As at December 31, 2015 Willis The Other The Other Consolidating Consolidated (millions) ASSETS CURRENT ASSETS Cash and cash equivalents $ 3 $ 2 $ — $ 527 $ — $ 532 Accounts receivable, net — 7 — 1,251 — 1,258 Fiduciary assets — — — 10,458 — 10,458 Other current assets 1 72 — 194 (12 ) 255 Amounts due from group undertakings 3,423 951 1,538 1,259 (7,171 ) — Total current assets 3,427 1,032 1,538 13,689 (7,183 ) 12,503 NON-CURRENT ASSETS Investments in subsidiaries — 4,069 3,092 — (7,161 ) — Fixed assets, net — 58 — 505 — 563 Goodwill — — — 3,737 — 3,737 Other intangible assets, net — — — 1,115 — 1,115 Investments in associates — — — 13 — 13 Deferred tax assets — — — 76 — 76 Pension benefits asset — — — 623 — 623 Other non-current assets — 9 1 199 — 209 Non-current amounts due from group undertakings — 785 518 — (1,303 ) — Total non-current assets — 4,921 3,611 6,268 (8,464 ) 6,336 TOTAL ASSETS $ 3,427 $ 5,953 $ 5,149 $ 19,957 $ (15,647 ) $ 18,839 LIABILITIES AND STOCKHOLDERS’ EQUITY CURRENT LIABILITIES Fiduciary liabilities $ — $ — $ — $ 10,458 $ — $ 10,458 Deferred revenue and accrued expenses 1 68 — 683 — 752 Income taxes payable — — 5 52 (12 ) 45 Short-term debt and current portion of long-term debt 300 — 609 79 — 988 Other current liabilities 15 50 11 482 — 558 Amounts due to group undertakings — 5,234 435 1,502 (7,171 ) — Total current liabilities 316 5,352 1,060 13,256 (7,183 ) 12,801 NON-CURRENT LIABILITIES Investments in subsidiaries 387 — — — (387 ) — Long-term debt 495 580 1,203 — — 2,278 Liabilities for pension benefits — — — 279 — 279 Deferred tax liabilities — 1 — 239 — 240 Provisions for liabilities — — — 295 — 295 Other non-current liabilities — 36 — 497 — 533 Non-current amounts due to group undertakings — 518 — 785 (1,303 ) — Total non-current liabilities 882 1,135 1,203 2,095 (1,690 ) 3,625 TOTAL LIABILITIES $ 1,198 $ 6,487 $ 2,263 $ 15,351 $ (8,873 ) $ 16,426 Condensed Consolidating Balance Sheet As at December 31, 2015 Willis The Other The Other Consolidating Consolidated (millions) REDEEMABLE NONCONTROLLING INTEREST — — — 53 — 53 EQUITY Total Willis Towers Watson stockholders’ equity 2,229 (534 ) 2,886 4,422 (6,774 ) 2,229 Noncontrolling interests — — — 131 — 131 Total equity 2,229 (534 ) 2,886 4,553 (6,774 ) 2,360 TOTAL LIABILITIES AND EQUITY $ 3,427 $ 5,953 $ 5,149 $ 19,957 $ (15,647 ) $ 18,839 Condensed Consolidating Balance Sheet As at December 31, 2014 Willis The Other The Other Consolidating Consolidated (millions) ASSETS CURRENT ASSETS Cash and cash equivalents $ 9 $ 2 $ — $ 624 $ — $ 635 Accounts receivable, net — 3 — 1,041 — 1,044 Fiduciary assets — — — 8,948 — 8,948 Other current assets — 39 — 206 (33 ) 212 Amounts due from group undertakings 3,675 1,153 797 1,114 (6,739 ) — Total current assets 3,684 1,197 797 11,933 (6,772 ) 10,839 NON-CURRENT ASSETS Investments in subsidiaries — 3,478 2,579 — (6,057 ) — Fixed assets, net — 62 — 421 — 483 Goodwill — — — 2,937 — 2,937 Other intangible assets, net — — — 450 — 450 Investments in associates — 147 — 22 — 169 Deferred tax assets — — — 19 — 19 Pension benefits asset — — — 314 — 314 Other non-current assets — 3 1 206 — 210 Non-current amounts due from group undertakings — 740 518 — (1,258 ) — Total non-current assets — 4,430 3,098 4,369 (7,315 ) 4,582 TOTAL ASSETS $ 3,684 $ 5,627 $ 3,895 $ 16,302 $ (14,087 ) $ 15,421 LIABILITIES AND STOCKHOLDERS’ EQUITY CURRENT LIABILITIES Fiduciary liabilities $ — $ — $ — $ 8,948 $ — $ 8,948 Deferred revenue and accrued expenses 1 34 — 584 — 619 Income taxes payable — 6 5 55 (33 ) 33 Short-term debt and current portion of long-term debt — 149 17 1 — 167 Other current liabilities 67 46 11 320 — 444 Amounts due to group undertakings — 5,267 576 896 (6,739 ) — Total current liabilities 68 5,502 609 10,804 (6,772 ) 10,211 NON-CURRENT LIABILITIES Investments in subsidiaries 838 — — — (838 ) — Long-term debt 793 579 758 — — 2,130 Liabilities for pension benefits — — — 284 — 284 Deferred tax liabilities — — — 147 — 147 Provisions for liabilities — — — 194 — 194 Other non-current liabilities — 17 — 372 — 389 Non-current amounts due to group undertakings — 518 — 740 (1,258 ) — Total non-current liabilities 1,631 1,114 758 1,737 (2,096 ) 3,144 TOTAL LIABILITIES $ 1,699 $ 6,616 $ 1,367 $ 12,541 $ (8,868 ) $ 13,355 Condensed Consolidating Balance Sheet As at December 31, 2014 Willis The Other The Other Consolidating Consolidated (millions) REDEEMABLE NONCONTROLLING INTEREST — — — 59 — 59 EQUITY Total Willis Towers Watson stockholders’ equity 1,985 (989 ) 2,528 3,680 (5,219 ) 1,985 Noncontrolling interests — — — 22 — 22 Total equity 1,985 (989 ) 2,528 3,702 (5,219 ) 2,007 TOTAL LIABILITIES AND EQUITY $ 3,684 $ 5,627 $ 3,895 $ 16,302 $ (14,087 ) $ 15,421 Condensed Consolidating Statement of Cash Flows Year Ended December 31, 2015 Willis The Other The Other Consolidating Consolidated (millions) NET CASH (USED IN) PROVIDED BY OPERATING ACTIVITIES $ (10 ) $ 593 $ 33 $ (223 ) $ (150 ) $ 243 CASH FLOWS FROM INVESTING ACTIVITIES Proceeds on disposal of fixed and intangible assets — — — 13 — 13 Additions to fixed assets — (18 ) — (128 ) — (146 ) Additions to intangible assets — — — (12 ) — (12 ) Acquisitions of operations, net of cash acquired — — — (845 ) — (845 ) Payments to acquire other investments, net of distributions received. — — — 3 — 3 Proceeds from sale of operations, net of cash disposed — — — 44 — 44 Proceeds from intercompany investing activities 321 136 — 151 (608 ) — Repayments of intercompany investing activities (82 ) — (746 ) (181 ) 1,009 — Additional investment in subsidiaries — (420 ) (178 ) — 598 — Net cash provided by (used in) investing activities 239 (302 ) (924 ) (955 ) 999 (943 ) CASH FLOWS FROM FINANCING ACTIVITIES Proceeds from draw down of revolving credit facility — — 469 — — 469 Debt issuance costs — — (5 ) — — (5 ) Repayments of debt — (149 ) (16 ) (1 ) — (166 ) Proceeds from issue of other debt — — 592 — — 592 Repurchase of shares (82 ) — — — — (82 ) Proceeds from issue of shares 124 — — 598 (598 ) 124 Excess tax benefits from share-based payment arrangement — — — 7 — 7 Dividends paid (277 ) — — (150 ) 150 (277 ) Acquisition of noncontrolling interests — — — (5 ) — (5 ) Dividends paid to noncontrolling interests — — — (16 ) — (16 ) Proceeds |