Document and Entity Information
Document and Entity Information Document - shares | 6 Months Ended | |
Jun. 30, 2016 | Jul. 29, 2016 | |
Document and Entity Information [Abstract] | ||
Entity Registrant Name | Willis Towers Watson Plc. | |
Entity Central Index Key | 1,140,536 | |
Current Fiscal Year End Date | --12-31 | |
Entity Filer Category | Large Accelerated Filer | |
Document Type | 10-Q | |
Document Period End Date | Jun. 30, 2016 | |
Document Fiscal Year Focus | 2,016 | |
Document Fiscal Period Focus | Q2 | |
Amendment Flag | false | |
Entity Common Stock, Shares Outstanding | 138,050,742 |
Condensed Consolidated Statemen
Condensed Consolidated Statements of Operations - USD ($) $ in Millions | 3 Months Ended | 6 Months Ended | |||
Jun. 30, 2016 | Jun. 30, 2015 | Jun. 30, 2016 | Jun. 30, 2015 | ||
Revenues | |||||
Commissions and fees | $ 1,894 | $ 917 | $ 4,113 | $ 1,998 | |
Interest and other income | 55 | 5 | 70 | 11 | |
Total revenues | 1,949 | 922 | 4,183 | 2,009 | |
Costs of providing services | |||||
Salaries and benefits | 1,201 | 561 | 2,397 | 1,128 | |
Other operating expenses | 373 | 179 | 804 | 339 | |
Depreciation | 44 | 23 | 87 | 45 | |
Amortization | 125 | 16 | 286 | 30 | |
Restructuring costs | 41 | 38 | 66 | 69 | |
Integration expenses | 29 | 0 | 81 | 0 | |
Total costs of providing services | 1,813 | 817 | 3,721 | 1,611 | |
Income from operations | 136 | 105 | 462 | 398 | |
Interest expense | 47 | 35 | 93 | 68 | |
Other (income)/expense, net | (6) | (23) | 12 | (17) | |
INCOME FROM CONTINUING OPERATIONS BEFORE INCOME TAXES AND INTEREST IN EARNINGS OF ASSOCIATES | 95 | 93 | 357 | 347 | |
Provision for income taxes | 19 | 19 | 37 | 75 | |
INCOME FROM CONTINUING OPERATIONS BEFORE INTEREST IN EARNINGS OF ASSOCIATES | 76 | 74 | 320 | 272 | |
Interest in (loss)/earnings of associates, net of tax | 0 | (2) | 1 | 14 | |
NET INCOME | 76 | 72 | 321 | 286 | |
Income attributable to non-controlling interests | (4) | (2) | (11) | (6) | |
NET INCOME ATTRIBUTABLE TO WILLIS TOWERS WATSON | $ 72 | $ 70 | $ 310 | $ 280 | |
EARNINGS PER SHARE | |||||
Basic earnings per share (usd per share) | [1] | $ 0.52 | $ 1.03 | $ 2.26 | $ 4.12 |
Diluted earnings per share (usd per share) | [1] | 0.51 | 1.01 | 2.25 | 4.06 |
Cash dividends declared per share (usd per share) | [1] | $ 0.48 | $ 0.82 | $ 0.96 | $ 1.64 |
[1] | Basic and diluted earnings per share, and cash dividends declared per share, for the three and six months ended June 30, 2015 have been retroactively adjusted to reflect the reverse stock split on January 4, 2016. See Note 3 — Merger and Acquisitions for further details. |
Condensed Consolidated Stateme3
Condensed Consolidated Statements of Comprehensive Income - USD ($) $ in Millions | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2016 | Jun. 30, 2015 | Jun. 30, 2016 | Jun. 30, 2015 | |
Statement of Comprehensive Income [Abstract] | ||||
NET INCOME | $ 76 | $ 72 | $ 321 | $ 286 |
Other comprehensive (loss)/income, net of tax: | ||||
Foreign currency translation | (95) | 70 | (89) | (42) |
Pension funding adjustments | 1 | (17) | 3 | 213 |
Hedge effectiveness | (44) | 31 | (66) | 20 |
Other comprehensive (loss)/income, net of tax, before non-controlling interests | (138) | 84 | (152) | 191 |
Comprehensive (loss)/income before non-controlling interests | (62) | 156 | 169 | 477 |
Less: Comprehensive loss/(income) attributable to non-controlling interest | 6 | (6) | (3) | (3) |
Comprehensive (loss)/income attributable to Willis Towers Watson | $ (56) | $ 150 | $ 166 | $ 474 |
Condensed Consolidated Balance
Condensed Consolidated Balance Sheets - USD ($) $ in Millions | Jun. 30, 2016 | Dec. 31, 2015 |
Current assets | ||
Cash and cash equivalents | $ 949 | $ 532 |
Fiduciary assets | 11,767 | 10,458 |
Accounts receivable, net | 2,187 | 1,258 |
Prepaid and other current assets | 327 | 255 |
Total current assets | 15,230 | 12,503 |
Noncurrent assets | ||
Fixed assets, net | 794 | 563 |
Goodwill | 10,527 | 3,737 |
Other intangible assets, net | 4,713 | 1,115 |
Pension benefits assets | 815 | 623 |
Other non-current assets | 330 | 298 |
Total non-current assets | 17,179 | 6,336 |
TOTAL ASSETS | 32,409 | 18,839 |
Current liabilities | ||
Fiduciary liabilities | 11,767 | 10,458 |
Deferred revenue and accrued expenses | 1,221 | 752 |
Short-term debt and current portion of long-term debt | 528 | 988 |
Other current liabilities | 901 | 603 |
Total current liabilities | 14,417 | 12,801 |
Noncurrent liabilities | ||
Long-term debt | 3,281 | 2,278 |
Liability for pension benefits | 1,160 | 279 |
Deferred tax liabilities | 1,156 | 240 |
Provision for liabilities | 594 | 295 |
Liability from Investments in and Advance to Affiliates, Subsidiaries, Associates, and Joint Ventures | 0 | |
Other non-current liabilities | 561 | 533 |
Total non-current liabilities | 6,752 | 3,625 |
TOTAL LIABILITIES | 21,169 | 16,426 |
COMMITMENTS AND CONTINGENCIES | 0 | 0 |
REDEEMABLE NONCONTROLLING INTEREST | 52 | 53 |
EQUITY | ||
Preference shares, $0.000115 nominal value; Authorized: 1,000,000,000; Issued nil shares in 2016 and 2015 | 0 | 0 |
Additional paid-in capital | 10,495 | 1,672 |
Retained earnings | 1,739 | 1,597 |
Accumulated other comprehensive loss, net of tax | (1,181) | (1,037) |
Treasury shares, at cost, 17,519 shares in 2016 and 2015, and 40,000 shares, €1 nominal value, in 2016 and 2015 | (3) | (3) |
Total Willis Towers Watson shareholders’ equity | 11,050 | 2,229 |
Noncontrolling interests | 138 | 131 |
Total equity | 11,188 | 2,360 |
TOTAL LIABILITIES AND EQUITY | 32,409 | 18,839 |
Ordinary shares, $0.000304635 nominal value | ||
EQUITY | ||
Ordinary shares | 0 | 0 |
Ordinary shares, €1 nominal value | ||
EQUITY | ||
Ordinary shares | $ 0 | $ 0 |
Condensed Consolidated Balance5
Condensed Consolidated Balance Sheets (Parenthetical) | Jun. 30, 2016$ / sharesshares | Jun. 30, 2016€ / sharesshares | Dec. 31, 2015$ / sharesshares | Dec. 31, 2015€ / sharesshares |
Ordinary shares, $0.000304635 nominal value | ||||
Ordinary shares, nominal value | $ / shares | $ 0.000304635 | $ 0.000304635 | ||
Ordinary shares, shares authorized | 1,510,003,775 | 1,510,003,775 | 1,510,003,775 | 1,510,003,775 |
Ordinary shares, shares issued | 138,398,396 | 138,398,396 | 68,624,892 | 68,624,892 |
Preference shares, nominal value | $ / shares | $ 0.000115 | $ 0.000115 | ||
Preference shares, shares authorized | 1,000,000,000 | 1,000,000,000 | 1,000,000,000 | 1,000,000,000 |
Preference shares, shares issued | 0 | 0 | 0 | 0 |
Treasury shares | 17,519 | 17,519 | 17,519 | 17,519 |
Ordinary shares, €1 nominal value | ||||
Ordinary shares, nominal value | € / shares | € 1 | € 1 | ||
Ordinary shares, shares authorized | 40,000 | 40,000 | 40,000 | 40,000 |
Ordinary shares, shares issued | 40,000 | 40,000 | 40,000 | 40,000 |
Treasury Stock Par Or Stated Value | € / shares | 1 | 1 | ||
Treasury shares | 40,000 | 40,000 | 40,000 | 40,000 |
Condensed Consolidated Stateme6
Condensed Consolidated Statements of Cash Flows - USD ($) $ in Millions | 6 Months Ended | |
Jun. 30, 2016 | Jun. 30, 2015 | |
CASH FLOWS FROM OPERATING ACTIVITIES | ||
NET INCOME | $ 321 | $ 286 |
Adjustments to reconcile net income to total net cash from operating activities: | ||
Depreciation | 87 | 45 |
Amortization of intangible assets | 286 | 30 |
Net periodic benefit of defined benefit pension plans | (47) | (33) |
Provision for doubtful accounts | 21 | 1 |
(Benefit from) provision for deferred income taxes | (56) | 33 |
Share-based compensation | 68 | 34 |
Effect of exchange rate changes on net income | (22) | 20 |
Other, net | 16 | (29) |
Changes in operating assets and liabilities, net of effects from purchase of subsidiaries: | ||
Accounts receivable | (123) | (160) |
Fiduciary assets | (1,240) | (1,470) |
Fiduciary liabilities | 1,240 | 1,470 |
Other assets | (142) | (59) |
Other liabilities | (54) | (169) |
Movement on provisions | 72 | 8 |
Net cash from operating activities | 427 | 7 |
CASH FLOWS FROM/(USED IN) INVESTING ACTIVITIES | ||
Additions to fixed assets and software for internal use | (92) | (47) |
Capitalized software costs | (42) | 0 |
Cash paid for acquisitions | 419 | (228) |
Redemptions of held-to-maturity investments | 11 | 0 |
Sales and redemptions of available for sale securities | 11 | 0 |
Other, net | 1 | 27 |
Net cash from/(used in) investing activities | 308 | (248) |
CASH FLOWS FROM FINANCING ACTIVITIES | ||
Net (payments on)/draw down of revolving credit facility | (393) | 220 |
Senior notes issued | 1,606 | 0 |
Proceeds from issue of other debt | 404 | 0 |
Debt issuance costs | (14) | (1) |
Repayments of debt | (1,826) | (8) |
Repurchase of shares | (38) | (79) |
Proceeds from issuance of shares and excess tax benefit | 28 | 89 |
Dividends paid | (67) | (109) |
Acquisitions of and dividends paid to noncontrolling interests | (15) | (8) |
Net cash provided by (used in) financing activities | (315) | 104 |
(DECREASE) INCREASE IN CASH AND CASH EQUIVALENTS | 420 | (137) |
Effect of exchange rate changes on cash and cash equivalents | (3) | (15) |
CASH AND CASH EQUIVALENTS, BEGINNING OF PERIOD | 532 | 635 |
CASH AND CASH EQUIVALENTS, END OF PERIOD | 949 | 483 |
Supplemental disclosures: | ||
Cash paid for interest | 70 | 62 |
Cash paid for income taxes, net | 91 | 44 |
Issuance of shares and assumed awards in connection with the Merger | $ 8,723 | $ 0 |
Condensed Consolidated Stateme7
Condensed Consolidated Statements of Changes in Equity - USD ($) shares in Thousands, $ in Millions | Total | Shares outstanding | Ordinary shares and APIC | [2] | Retained Earnings | Treasury Shares | AOCL | [3] | Total WTW shareholders’ equity | Noncontrolling Interests | Redeemable Noncontrolling interests | ||
Equity, beginning balance (in shares) at Dec. 31, 2014 | [1] | 67,460 | |||||||||||
Equity, beginning balance at Dec. 31, 2014 | $ 2,007 | $ 1,524 | $ 1,530 | $ (3) | $ (1,066) | $ 1,985 | $ 22 | ||||||
Temporary equity, beginning balance at Dec. 31, 2014 | [4] | $ 59 | |||||||||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||||||||||
Shares repurchased (in shares) | [1] | (620) | |||||||||||
Shares repurchased | (79) | (79) | (79) | ||||||||||
Net income | 285 | 280 | 280 | 5 | |||||||||
Net income | [4] | 1 | |||||||||||
Net income | 286 | ||||||||||||
Dividends | (122) | (113) | (113) | (9) | (5) | [4] | |||||||
Other comprehensive (loss)/income | 194 | 194 | 194 | 0 | |||||||||
Other comprehensive (loss)/income | [4] | (3) | |||||||||||
Other comprehensive income/(loss) | 191 | ||||||||||||
Issue of shares under employee stock compensation plans and related tax benefits (in shares) | [1] | 980 | |||||||||||
Issue of shares under employee stock compensation plans and related tax benefits | 88 | 88 | 88 | ||||||||||
Share-based compensation | 34 | 34 | 34 | ||||||||||
Additional noncontrolling interests | 78 | 78 | |||||||||||
Foreign currency translation | 4 | 4 | 4 | 0 | |||||||||
Equity, ending balance (in shares) at Jun. 30, 2015 | [1] | 67,820 | |||||||||||
Equity, ending balance at Jun. 30, 2015 | 2,489 | 1,650 | 1,618 | (3) | (872) | 2,393 | 96 | ||||||
Temporary equity, ending balance at Jun. 30, 2015 | [4] | 52 | |||||||||||
Equity, beginning balance (in shares) at Dec. 31, 2015 | [1] | 68,625 | |||||||||||
Equity, beginning balance at Dec. 31, 2015 | 2,360 | 1,672 | 1,597 | (3) | (1,037) | 2,229 | 131 | ||||||
Temporary equity, beginning balance at Dec. 31, 2015 | [4] | 53 | |||||||||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||||||||||
Shares repurchased (in shares) | 303 | ||||||||||||
Shares repurchased | 38 | 38 | 38 | ||||||||||
Net income | 317 | 310 | 310 | 7 | |||||||||
Net income | [4] | 4 | |||||||||||
Net income | 321 | ||||||||||||
Dividends | (136) | (130) | (130) | (6) | (5) | [4] | |||||||
Other comprehensive (loss)/income | (152) | (144) | (144) | (8) | |||||||||
Other comprehensive (loss)/income | [4] | ||||||||||||
Other comprehensive income/(loss) | (152) | ||||||||||||
Issue of shares under employee stock compensation plans and related tax benefits (in shares) | [1] | 565 | |||||||||||
Issue of shares under employee stock compensation plans and related tax benefits | 34 | 34 | 34 | ||||||||||
Issue of shares for acquisitions (in shares) | [1] | 69,500 | |||||||||||
Issue of shares for acquisitions | 8,686 | 8,686 | 8,686 | ||||||||||
Replacement share-based compensation awards issued on acquisition | 37 | 37 | 37 | ||||||||||
Share-based compensation | 68 | 68 | 68 | ||||||||||
Additional noncontrolling interests | 13 | (1) | (1) | 14 | |||||||||
Foreign currency translation | (1) | (1) | (1) | ||||||||||
Equity, ending balance (in shares) at Jun. 30, 2016 | [1] | 138,387 | |||||||||||
Equity, ending balance at Jun. 30, 2016 | $ 11,188 | $ 10,495 | $ 1,739 | $ (3) | $ (1,181) | $ 11,050 | $ 138 | ||||||
Temporary equity, ending balance at Jun. 30, 2016 | [4] | $ 52 | |||||||||||
[1] | The nominal value of the ordinary shares and the number of ordinary shares issued in the six months ended June 30, 2015 have been retrospectively adjusted to reflect the reverse stock split on January 4, 2016. See Note 3 — Merger and Acquisitions for further details | ||||||||||||
[2] | Additional paid-in capital (‘APIC’) | ||||||||||||
[3] | Additional other comprehensive loss, net of tax (‘AOCL’) | ||||||||||||
[4] | In accordance with the requirements of Accounting Standards Codification 480-10-S99-3A, we have determined that the noncontrolling interest in Max Matthiessen Holding AB should be disclosed as a redeemable noncontrolling interest and presented within mezzanine or temporary equity. |
Nature of Operations
Nature of Operations | 6 Months Ended |
Jun. 30, 2016 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Nature of Operations | Nature of Operations Willis Towers Watson is a global advisory, broking and solutions company that helps clients around the world turn risk into a path for growth. The Company provides both specialized risk management advisory, broking and consulting services on a global basis to clients engaged in specific industrial and commercial activities, and services to small, medium and large corporations through its retail operations. We design and deliver solutions that manage risk, optimize benefits, cultivate talent, and expand the power of capital to protect and strengthen institutions and individuals. We help organizations improve performance through effective people, risk and financial management by focusing on providing human capital and financial consulting services. In our capacity as an advisor, insurance and reinsurance broker, the Company acts as an intermediary between clients and insurance carriers by advising clients on risk management requirements, helping clients determine the best means of managing risk, and negotiating and placing insurance risk with insurance carriers through the Company’s global distribution network. In our capacity as a consultant, technology and solutions provider and private exchange company, we help our clients enhance business performance by improving their ability to attract, retain and motivate qualified employees. We focus on delivering consulting services that help organizations anticipate, identify and capitalize on emerging opportunities in human capital management as well as investment advice to help our clients develop disciplined and efficient strategies to meet their investment goals. We operate the largest private Medicare exchange in the United States. Through this exchange, we help our clients move to a more sustainable economic model by capping and controlling the costs associated with retiree healthcare benefits. We believe our broad perspective allows us to see the critical intersections between talent, assets and ideas - the dynamic formula that drives business performance. See Note 3 — Merger and Acquisitions for information related to our Merger with Towers Watson. |
Basis of Presentation and Signi
Basis of Presentation and Significant Accounting Policies | 6 Months Ended |
Jun. 30, 2016 | |
Accounting Policies [Abstract] | |
Basis of Presentation and Significant Accounting Policies | Basis of Presentation and Significant Accounting Policies Basis of Presentation The accompanying unaudited quarterly condensed consolidated financial statements of Willis Towers Watson and our subsidiaries are presented in accordance with the rules and regulations of the Securities and Exchange Commission (‘SEC’) for quarterly reports on Form 10-Q and therefore do not include all of the information and footnotes required by U.S. generally accepted accounting principles (‘GAAP’). We have reclassified certain prior period amounts to conform to current period presentation. In the opinion of management, these condensed consolidated financial statements reflect all adjustments, consisting only of normal recurring adjustments, which are necessary for a fair presentation of the condensed consolidated financial statements and results for the interim periods. All intercompany accounts and transactions have been eliminated in consolidation. The condensed consolidated financial statements should be read together with the Willis Towers Watson audited consolidated financial statements and notes thereto attached as Exhibit 99.1 to the Form 8-K filed with the SEC on March 10, 2016, which may be accessed via EDGAR on the SEC’s web site at www.sec.gov. The results of operations for the three and six months ended June 30, 2016 are not necessarily indicative of the results that can be expected for the entire year. 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. Significant Accounting Policies The significant accounting policies listed below are an enhancement of the accounting policies disclosed in the Company’s audited consolidated financial statements attached as Exhibit 99.1 to the Form 8-K filed with the SEC on March 10, 2016. These policies and estimates have been added or amended due to the Merger. Accounts Receivable — Accounts receivable includes both billed and unbilled receivables and are stated at estimated net realizable values. Allowances for billed receivables are recorded, when necessary, in an amount considered by management to be sufficient to meet probable future losses related to uncollectible accounts. Accrued and unbilled receivables are stated at net realizable value which includes an allowance for accrued and unbillable amounts. Revenue Recognition — Revenue includes insurance commissions, fees in lieu of commission, fees for consulting services rendered, hosted and delivered software, survey sales, investment income and other income. Revenue recognized in excess of billings is recorded as unbilled accounts receivable. Cash collections in excess of revenue recognized are recorded as deferred revenue until the revenue recognition criteria are met. Client reimbursable expenses, including those relating to travel, other out-of-pocket expenses and any third-party costs, are included in revenue, and an equivalent amount of reimbursable expenses are included in other operating expenses as a cost of revenue. Commissions and fees Commissions revenue. Brokerage income and fees negotiated in lieu of brokerage are recognized at the later of the policy inception date or when the policy placement is complete. In situations in which our fees are not fixed and determinable due to the uncertainty of the commission fee per policy, we recognize revenue as the fees are determined. Commissions on additional premiums and adjustments are recognized when approved by or agreed between the parties and collectability is reasonably assured. Consulting revenue. The majority of our consulting revenue consists of fees earned from providing consulting services. We recognize revenue from these consulting engagements when hours are worked, either on a time-and-expense basis or on a fixed-fee basis, depending on the terms and conditions defined at the inception of an engagement with a client. We have engagement letters with our clients that specify the terms and conditions upon which the engagements are based. These terms and conditions can only be changed upon agreement by both parties. Individual billing rates are principally based on a multiple of salary and compensation costs. Revenue for fixed-fee arrangements is based upon the proportional performance method to the extent estimates can be made of the remaining work required under the arrangement. If we do not have sufficient information to estimate proportional performance, we recognize the fees straight-line over the contract period. We typically have four types of fixed-fee arrangements: annual recurring projects, projects of a short duration, stand-ready obligations and non-recurring system projects. • Annual recurring projects and projects of short duration. These projects are typically straightforward and highly predictable in nature. As a result, the project manager and financial staff are able to identify, as the project status is reviewed and bills are prepared monthly, the occasions when cost overruns could lead to the recording of a loss accrual. • Stand-ready obligations. Where we are entitled to fees (whether fixed or variable based on assets under management or a per-participant per-month basis) regardless of the hours, we generally recognize this revenue on either a straight-line basis or as the variable fees are calculated. • Non-recurring system projects. These projects are longer in duration and subject to more changes in scope as the project progresses. Certain software or outsourced administration contracts generally provide that if the client terminates a contract, we are entitled to payment for services performed through termination. Revenue recognition for fixed-fee engagements is affected by a number of factors that change the estimated amount of work required to complete the project such as changes in scope, the staffing on the engagement and/or the level of client participation. The periodic engagement evaluations require us to make judgments and estimates regarding the overall profitability and stage of project completion that, in turn, affect how we recognize revenue. We recognize a loss on an engagement when estimated revenue to be received for that engagement is less than the total estimated costs associated with the engagement. Losses are recognized in the period in which the loss becomes probable and the amount of the loss is reasonably estimable. We have experienced certain costs in excess of estimates from time to time. Hosted software. We have developed various software programs and technologies that we provide to clients in connection with consulting services. In most instances, such software is hosted and maintained by us and ownership of the technology and rights to the related code remain with us. We defer costs for software developed to be utilized in providing services to a client, but for which the client does not have the contractual right to take possession, during the implementation stage. We recognize these deferred costs from the go live date, signaling the end of the implementation stage, until the end of the initial term of the contract with the client. We determined that the system implementation and customized ongoing administrative services are one combined service. Revenue is recognized over the service period, after the go live date, in proportion to the services performed. As a result, we do not recognize revenue during the implementation phase of an engagement. Delivered software. We deliver software under arrangements with clients that take possession of our software. The maintenance associated with the initial software fees is a fixed percentage which enables us to determine the stand-alone value of the delivered software separate from the maintenance. We recognize the initial software fees as software is delivered to the client and we recognize the maintenance ratably over the contract period based on each element’s relative fair value. For software arrangements in which initial fees are received in connection with mandatory maintenance for the initial software license to remain active, we determined that the initial maintenance period is substantive. Therefore, we recognize the fees for the initial license and maintenance bundle ratably over the initial contract term, which is generally one year . Each subsequent renewal fee is recognized ratably over the contractually stated renewal period. Surveys. We collect, analyze and compile data in the form of surveys for our clients who have the option of participating in the survey. The surveys are published online via a web tool that provides simplistic functionality. We have determined that the web tool is inconsequential to the overall arrangement. We record the survey revenue when the results are delivered online and made available to our clients that have a contractual right to the data. If the data is updated more frequently than annually, we recognize the survey revenue ratably over the contractually stated period. Interest and other income Investment income. Investment income is recognized as earned. Other Income. Other income comprises gains on disposal of intangible assets, which primarily arise from settlements through enforcing non-compete agreements in the event of losing accounts through producer defection or the disposal of books of business. Recent Accounting Pronouncements Not yet adopted In May 2014, the Financial Accounting Standards Board (‘FASB’) issued Accounting Standard Update (‘ASU’) No. 2014-09 ‘Revenue From Contracts With Customers’. The new standard supersedes most current revenue recognition guidance and eliminates industry-specific guidance. The ASU is based on the principle that an entity should recognize revenue to depict the transfer of goods or services to customers in an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods or services. The ASU also requires additional disclosure about the nature, amount, timing and uncertainty of revenue and cash flows arising from customer contracts, including significant judgments and changes in judgments and assets recognized from costs incurred to fulfill a contract. Entities have the option of using either a full retrospective or a modified retrospective approach for the adoption of the new standard. Additional ASUs have since been issued, all of which provide additional guidance and examples for the implementation of ASU No. 2014-09. The guidance is effective for the Company at the beginning of its 2018 fiscal year, with early adoption permitted. While we are still in the process of analyzing our various revenue streams to determine the full impact this standard will have on our revenue recognition, cost deferral, systems and processes, the Company has determined the following: • The Company will adopt the standard using the modified retrospective approach on January 1, 2018. • We expect certain revenue streams to have accelerated revenue recognition timing. In particular, the revenue recognition for our Retiree Medicare Exchange is expected to move from monthly ratable recognition over the policy period to the recognition, upon placement of the policy during the Company’s fourth quarter of the preceding calendar year, of one year of expected commissions. Therefore, upon adoption, we will reflect an adjustment to retained earnings for the revenue that would otherwise have been recognized during our 2018 calendar year since our earnings process will have been completed during the fourth quarter of 2017. • We expect our accounting for deferred costs will change. First, for those portions of the business that currently defer costs (related to system implementation activities), the length of time over which we amortize those costs is expected to extend to a longer estimated contract term. Currently these costs are amortized over a typical period of 3-5 years in accordance with the initial stated terms of the customer agreement. Second, we believe there may be other types of arrangements with associated costs that do not meet the rules for cost deferral under current U.S. GAAP but do meet the rules under the new standard. We are still evaluating the types of arrangements that might now have cost deferral impacts. The Company continues to update our assessment of the impact of the standard and related updates to the condensed consolidated financial statements, and will note material impacts when known. In January 2016, the FASB issued ASU No. 2016-01 ‘Recognition and Measurement of Financial Assets and Financial Liabilities’, which, among other things, amends the classification and measurement requirements for investments in equity securities and amends the presentation requirements for certain fair value changes for certain financial liabilities measured at fair value. The ASU becomes effective for the Company at the beginning of the 2018 fiscal year; only partial early adoption is permitted. The Company is required to apply a cumulative-effect adjustment to the balance sheet as of the beginning of the fiscal year of adoption. The Company is currently assessing the impact that this standard will have on its consolidated financial statements. In February 2016, the FASB issued ASU No. 2016-02 ‘Leases’, which requires a lessee to recognize in the statement of financial position a liability to make lease payments (the lease liability) and a right-of-use asset representing its right to use the underlying asset for the lease term. The ASU becomes effective for the Company at the beginning of the 2019 fiscal year; early adoption is permitted. In transition, the Company is required to recognize and measure leases at the beginning of the earliest period presented using a modified retrospective approach, which includes a number of optional practical expedients. The Company is currently assessing the impact that this standard will have on its consolidated financial statements. In March 2016, the FASB issued ASU No. 2016-07 ‘Investments - Equity Method and Joint Venture’, which simplifies the accounting for equity method investments. The amendments in the ASU eliminate the requirement that an entity retroactively adopt the equity method of accounting if an investment qualifies for use of the equity method as a result of an increase in the level of ownership or degree of influence. The amendments require that the equity method investor add the cost of acquiring the additional interest in the investee to the current basis of the investor’s previously held interest and adopt the equity method of accounting as of the date the investment becomes qualified for equity method accounting. The ASU becomes effective for the Company at the beginning of the 2017 fiscal year; early adoption is permitted. The ASU is to be applied prospectively. The Company is currently assessing the impact that this standard will have on its consolidated financial statements. In March 2016, the FASB issued ASU No. 2016-09 ‘Compensation - Stock Compensation’, which simplifies several aspects of the accounting for share-based payment transactions, including the income tax consequences, classification of awards as either equity or liabilities, and classification on the statement of cash flows. The ASU becomes effective for the Company at the beginning of the 2017 fiscal year; early adoption is permitted. Certain applications of the ASU are to be applied prospectively or retrospectively with a cumulative-effect adjustment to the balance sheet as of the beginning of the fiscal year of adoption. The Company is currently assessing the impact that this standard will have on its consolidated financial statements. In June 2016, the FASB issued ASU 2016-13 ‘Financial Instruments - Credit Losses’, which amends guidance on reporting credit losses for assets held at amortized cost and available-for-sale debt securities. For assets held at amortized cost basis, the ASU eliminates the probable initial recognition threshold in current GAAP, and instead, requires an entity to reflect its current estimate of all expected credit losses. It broadens the information that an entity must consider beyond past events and current conditions, but allows reversion to historical loss information that is reflective of the contractual term for periods that are beyond the time frame for which the entity is able to develop reasonable and supportable forecasts. The allowance for credit losses is a valuation account that is deducted from the amortized cost basis of the financial assets to present the net amount expected to be collected. For available-for-sale debt securities, credit losses should be measured in a manner similar to the current GAAP requirement that credit losses be presented as an allowance rather than as a write-down. The ASU becomes effective for the Company at the beginning of 2020; earliest adoption is the beginning of 2019. The effects of the ASU are to be applied through a cumulative-effect adjustment to retained earnings as of the beginning of the first reporting period in which the guidance is effective (that is, a modified-retrospective approach). The Company is currently assessing the impact that this standard will have on its consolidated financial statements. Adopted In June 2014, the FASB issued ASU No. 2014-12 ‘Stock Compensation’, which sets out the guidance where share-based payment awards granted to employees required specific performance targets to be achieved in order for employees to become eligible to vest in the awards and such performance targets could be achieved after an employee completes the requisite service period. The amendment in this update requires a performance target that affects vesting and that could be achieved after the requisite service period to be treated as a performance condition. The Company adopted this standard on January 1, 2016. The adoption has no material impact to the Company’s consolidated financial statements. In September 2015, the FASB issued ASU No. 2015-16 ‘Simplifying the Accounting for Measurement-Period Adjustments’ in relation to business combinations, which requires that an acquirer recognize adjustments to provisional amounts that are identified in the measurement period in the reporting period in which the adjustment amounts are determined. The Company adopted this standard on January 1, 2016. Adjustments made to provisional amounts related to business combinations are reflected in the condensed consolidated financial statements and disclosed in Note 7 — Goodwill and Intangible Assets and Note 3 — Merger and Acquisitions to these condensed consolidated financial statements. |
Merger and Acquisitions
Merger and Acquisitions | 6 Months Ended |
Jun. 30, 2016 | |
Business Combinations [Abstract] | |
Merger, Acquisitions and Divestitures | Merger and Acquisitions Merger On January 4, 2016, pursuant to the Agreement and Plan of Merger, dated June 29, 2015, as amended on November 19, 2015, between Willis, Towers Watson, and Citadel Merger Sub, Inc., a wholly-owned subsidiary of Willis formed for the purpose of facilitating this transaction (‘Merger Sub’), Merger Sub merged with and into Towers Watson, with Towers Watson continuing as the surviving corporation and a wholly-owned subsidiary of Willis. Towers Watson was a leading global professional services firm operating throughout the world, dating back more than 100 years . The Merger will allow the combined firm to go to market with complementary strategic product and services offerings. At the effective time of the Merger (the ‘Effective Time’), each issued and outstanding share of Towers Watson common stock (the ‘Towers Watson shares’), was converted into the right to receive 2.6490 validly issued, fully paid and nonassessable ordinary shares of Willis (the ‘Willis ordinary shares’), $0.000115 nominal value per share, other than any Towers Watson shares owned by Towers Watson, Willis or Merger Sub at the Effective Time and the Towers Watson shares held by stockholders who are entitled to and who properly exercised dissenter’s rights under Delaware law. Immediately following the Merger, Willis effected (i) a consolidation (i.e., a reverse stock split under Irish law) of Willis ordinary shares whereby every 2.6490 Willis ordinary shares were consolidated into one Willis ordinary share $0.000304635 nominal value per share and (ii) an amendment to its Constitution and other organizational documents to change its name from Willis Group Holdings Public Limited Company to Willis Towers Watson Public Limited Company. On December 29, 2015, the third business day immediately prior to the closing date of the Merger, Towers Watson declared and paid the Towers Watson pre-merger special dividend, in an amount of $10.00 per share of Towers Watson common stock, approximately $694 million in the aggregate based on approximately 69 million Towers Watson shares issued and outstanding at December 29, 2015. On December 30, 2015, all Towers Watson treasury stock was canceled. The Merger was accounted for using the acquisition method of accounting with Willis considered the accounting acquirer of Towers Watson. The table below presents the preliminary calculation of aggregate Merger Consideration . January 4, 2016 Number of shares of Towers Watson common stock outstanding as of January 4, 2016 69 million Exchange ratio 2.6490 Number of Willis Group Holdings shares issued (prior to reverse stock split) 184 million Willis Group Holdings price per share on January 4, 2016 $ 47.18 Fair value of 184 million Willis ordinary shares $ 8,686 Value of equity awards assumed 37 Preliminary estimated aggregate Merger Consideration $ 8,723 A summary of the preliminary fair values of the identifiable assets acquired, and liabilities assumed, of Towers Watson at January 4, 2016 are summarized in the following table. January 4, 2016 Cash and cash equivalents $ 476 Accounts receivable, net 825 Other current assets 95 Fixed assets, net 206 Goodwill 6,804 Intangible assets 3,937 Pension benefits assets 67 Other non-current assets 84 Deferred tax liabilities (1,123 ) Liability for pension benefits (914 ) Other current liabilities (i) (707 ) Other non-current liabilities (ii) (271 ) Long term debt, including current portion (iii) (740 ) Net assets acquired 8,739 Noncontrolling interests acquired (16 ) Allocated Aggregate Merger Consideration $ 8,723 ______________________________ i. Includes $347 million in accounts payable, accrued liabilities and deferred revenue, $351 million in employee-related liabilities and $9 million in other current liabilities. ii. Includes acquired contingent liabilities of $ 242 million . See Note 12 — Commitments and Contingencies for a discussion of our material acquired contingencies related to Legacy Towers Watson. iii. Represents both debt due upon change of control of $400 million borrowed under Towers Watson’s term loan ( $188 million ) and revolving credit facility ( $212 million ) and an additional draw down under a new term loan of $340 million . The $400 million debt was repaid by Willis borrowings under the 1-year term loan facility on January 4, 2016. The $340 million new term loan partially funded the $694 million Towers Watson pre-merger special dividend. During the quarter ended June 30, 2016, the preliminary assessment outlined above was updated to reflect changes in the initial estimates of the fair value of assets and liabilities acquired, including the following material changes: intangible assets decreased by $174 million ; deferred tax liabilities decreased by $51 million ; and the liability for pension benefits decreased by $27 million . Goodwill increased by $102 million for the residual amount of the changes. Amortization expense for the three months ended June 30, 2016 was reduced by $36 million as a result of the adjusted intangible asset values. Amortization expense for the three months ended March 31, 2016 would have been $18 million lower. Goodwill is calculated as the difference between the aggregate merger consideration and the acquisition date fair value of the net assets acquired, and represents the value of the Legacy Towers Watson assembled workforce and the future economic benefits that we expect to achieve as a result of the Merger. None of the goodwill recognized on the transaction is tax deductible. The acquired intangible assets are attributable to the following categories: Valuation Methodology Amortization basis Fair Value Weighted Average Useful Life Customer relationships Multiple period excess earnings In line with underlying cash flows $ 2,150 15.0 Software - income approach Multiple period excess earnings In line with underlying cash flows or straight line basis 563 6.4 Software - cost approach Cost of reproduction Straight line basis 104 4.9 Product Multiple period excess earnings In line with underlying cash flows 42 20.5 IPR&D (i) Multiple period excess earnings or cost of reproduction n/a 64 n/a Trade name Relief from royalty Straight line basis 1,003 25.0 Favorable lease agreements Market approach Straight line basis 11 6.5 $ 3,937 ______________________________ i. Represents software not yet placed in service as of the acquisition date. Once placed into service, each in process research and development (‘IPR&D’) software component will be reclassified into finite-lived software intangible assets and amortized in line with underlying cash flows or straight line basis. The Company continues to review the net assets acquired and the inputs and assumptions used to value certain acquired assets and assumed liabilities, and therefore, our accounting for the Merger remains preliminary. The following pro forma financial information is unaudited and is intended to reflect the impact of the Merger on Willis Towers Watson’s condensed consolidated financial statements as if the Merger had taken place on January 1, 2015 and presents the results of operations of Willis Towers Watson based on the historical financial statements of Willis and Towers Watson after giving effect to the Merger and pro forma adjustments. Pro forma adjustments are included only to the extent they are (i) directly attributable to the Merger, (ii) factually supportable and (iii) with respect to the consolidated statement of operations, expected to have a continuing impact on the combined results. The accompanying unaudited pro forma financial information is presented for illustrative purposes only and has not been adjusted to give effect to certain expected financial benefits of the Merger, such as revenue synergies, tax savings and cost synergies, or the anticipated costs to achieve these benefits, including the cost of integration activities. The unaudited pro forma results are not indicative of what would have occurred had the Merger taken place on the indicated date. Three Months Ended Six Months Ended As reported Pro Forma As reported Pro Forma 2016 2015 2016 2015 Total revenues $ 1,949 $ 1,812 $ 4,183 $ 3,824 Net income attributable to Willis Towers Watson $ 72 $ 114 $ 310 $ 373 Diluted earnings per share $ 0.51 $ 0.83 $ 2.25 $ 2.70 The above pro forma financial information for the three and six months ended June 30, 2015 does not reflect the impact of the Gras Savoye acquisition, had the Gras Savoye transaction, in addition to the Merger, taken place on January 1, 2015, as the effects of the Gras Savoye acquisition on Willis Towers Watson’s condensed consolidated financial statements were not material. Revenue attributable to Towers Watson for the three and six months ended June 30, 2016 was $892 million and $1,791 million , respectively. Income from operations attributable to Towers Watson for the three and six months ended June 30, 2016 was $41 million and $70 million , respectively. Acquired Share-Based Compensation Plans In connection with our Merger with Towers Watson on January 4, 2016 , we assumed certain stock options and restricted stock units (‘RSU’) issued under the Towers Watson & Co. 2009 Long Term Incentive Plan (‘LTIP’), the Liazon Corporation 2011 Equity Incentive Plan, and the Extend Health, Inc. 2007 Equity Incentive Plan. Stock Options. The outstanding unvested employee stock options were converted into 592,486 Willis Towers Watson stock options using the conversion ratios stated in the agreement for the number of options. The fair value of the stock options was calculated using the Black-Scholes model with a volatility and risk-free interest rate over the expected term of each group of options using the fair value share price of Willis Towers Watson’s closing share price on the date of acquisition. We determined the fair value of the portion of the outstanding options related to pre-acquisition employee service using Willis Towers Watson straight-line expense methodology from the date of grant to the acquisition date to be $7 million which was added to the transaction consideration. The fair value of the remaining portion of options related to the post-acquisition employee services was $13 million , and will be recorded over the future vesting periods. Restricted Stock Units. The outstanding unvested restricted stock units were converted into 597,307 Willis Towers Watson restricted stock units using the conversion ratios stated in the agreement. The fair value of these restricted stock units was calculated using the fair value share price of Willis Towers Watson’s closing share price on the date of acquisition. We determined the fair value of the portion of the outstanding RSUs related to pre-acquisition employee service using Willis Towers Watson straight-line expense methodology from the date of grant to the acquisition date to be $30 million which was added to the transaction consideration. The fair value of the remaining portion of RSUs related to the post-acquisition employee services was $32 million , and will be recorded over the future vesting periods. Gras Savoye Acquisition On December 29, 2015, Legacy Willis completed the transaction to acquire substantially all of the remaining 70% of the outstanding share capital of Gras Savoye, the leading insurance broker in France, for total consideration of €544 million ( $592 million ) of which $582 million in cash was paid at closing. Additionally, the previously held equity interest in Gras Savoye was remeasured to a fair value of €221 million ( $241 million ) giving a total fair value on a 100% basis of €765 million ( $833 million ). The union combines the Company’s global insurance broking footprint with Gras Savoye’s particularly strong presence in France, Central and Eastern Europe, and across Africa. Gras Savoye’s expertise in high-growth markets and industry sectors complements the Company’s global strengths, creating value for clients. The Company funded the cash consideration with a 1 -year term loan. The term loan was repaid in its entirety on May 26, 2016, from the proceeds from the issuance of new senior notes discussed in Note 9 — Debt to these condensed consolidated financial statements. Deferred consideration is payable on the first and second anniversary of the acquisition. The discounted fair value of the deferred consideration is $10 million . None of the goodwill recognized on the transaction is tax deductible. The following table presents the Company’s preliminary allocation of the purchase price to the assets acquired and liabilities assumed based on their fair values: December 29, 2015 Cash and cash equivalents $ 87 Fiduciary assets 625 Accounts receivable, net 89 Goodwill 576 Intangible assets 440 Other assets 55 Fiduciary liabilities (625 ) Deferred revenue and accrued expenses (80 ) Short and long-term debt (80 ) Net deferred tax liabilities (86 ) Other liabilities (178 ) Net assets acquired 823 Decrease in paid in capital for purchase of noncontrolling interest 50 Noncontrolling interest acquired (40 ) Preliminary purchase price allocation $ 833 The purchase price allocation as of the date of acquisition was based on a preliminary valuation and is subject to revision within the purchase price allocation period as more detailed analysis is completed and additional information about the value of assets acquired and liabilities assumed becomes available. All aspects of the initial purchase price allocation may be subject to revision within the purchase price allocation period. The acquired intangible assets are attributable to the following categories: Valuation methodology Amortization basis Fair Value Weighted Average Useful Life Customer relationships Multiple period excess earnings In line with underlying cash flows $ 339 20 Software and other intangibles Cost of reproduction Straight line basis 66 5 Trade name Relief from royalty Straight line basis 35 14 $ 440 Miller Insurance Services LLP Acquisition On May 31, 2015, Legacy Willis completed the transaction to acquire an 85 percent interest in Miller, a leading London wholesale specialist insurance broking firm, for total consideration of $401 million including cash consideration of $232 million . Deferred consideration is payable at the first, second and third anniversaries of the acquisition. Contingent consideration is payable at the third anniversary of the acquisition and is contingent on meeting certain earnings before interest, taxes, depreciation and amortization (‘EBITDA’) performance targets. The discounted fair value of the deferred and contingent consideration at acquisition, based on best estimates, was $124 million and $29 million , respectively. The purchase price allocation as of the date of acquisition was based on a valuation of the assets acquired, liabilities assumed, and contingent consideration associated with the acquisition. There have been no material revisions to the purchase price allocation during the six months ended June 30, 2016 and the purchase price allocation is final. |
Segment Information
Segment Information | 6 Months Ended |
Jun. 30, 2016 | |
Segment Reporting [Abstract] | |
Segment Information | Segment Information During the second quarter of 2016, we began managing our business across four integrated reportable operating segments. As a result, the Company has changed the way it manages and reports segment revenue and operating income, resulting in a change in the Company’s reportable segments from eight reportable segments, formerly known as Willis International; Willis North America; Willis Capital, Wholesale & Reinsurance; Willis GB; Towers Watson Benefits; Towers Watson Exchange Solutions; Towers Watson Risk and Financial Services; and Towers Watson Talent and Rewards, into four reportable segments: Human Capital and Benefits; Corporate Risk and Broking; Investment, Risk and Reinsurance; and Exchange Solutions. Descriptions of our new segments are as follows: Human Capital and Benefits The Willis Towers Watson Human Capital & Benefits (‘HCB’) segment provides an array of advice, broking, solutions and software for our clients. HCB is the largest segment of the Company. The segment is focused on addressing our clients’ employee and risk needs so that they can deliver sustainable employee experiences. This segment also delivers full outsourcing solutions to employers outside of the United States. Corporate Risk and Broking The Corporate Risk and Broking (‘CRB’) segment provides a broad range of risk advice, insurance broking and consulting services to clients worldwide ranging from small businesses to multinational corporations. The segment delivers innovative, integrated global solutions tailored to client needs and underpinned by data and analytics. CRB operates as an integrated global team comprising both functional and geographic leadership. In these operations, we have extensive specialized experience handling diverse lines of coverage, including complex insurance programs. A key objective is to assist clients in reducing their overall cost of risk. Investment, Risk and Reinsurance The Willis Towers Watson Investment, Risk and Reinsurance (‘IRR’) segment uses a sophisticated approach to risk which helps clients free up capital and manage investment complexity. The segment works closely with investors, reinsurers and insurers to manage the equation between risk and return. Blending advanced analytics with deep institutional knowledge, IRR identifies new opportunities to maximize performance. IRR provides investment consulting services and insurance specific services and solutions through reserves opinions, software, ratemaking, usage-based insurance, risk underwriting, and reinsurance broking. Exchange Solutions The Exchange Solutions (‘ES’) segment provides primary medical and ancillary benefit exchange and outsourcing services to active employees and retirees across both the group and individual markets. Exchange Solutions services individual populations via its ‘group to individual’ technology platform, which tightly integrates patented call routing technology, an efficient quoting and enrollment engine, a custom-developed Customer Relationship Management system and comprehensive insurance carrier connectivity. This segment also delivers group benefit exchanges and full outsourcing solutions serving the active employees of employers across the United States. ES uses Software as a Service (‘SaaS’)-based technology and related services to deliver consumer-driven health care and reimbursement accounts, including health savings accounts, health reimbursement arrangements, flexible spending accounts and other consumer-directed accounts. Under the new segment structure and for internal and segment reporting, Willis Towers Watson segment revenue includes commissions and fees, interest and other income. U.S. GAAP revenue includes amounts that were directly incurred on behalf of our clients and reimbursed by them (reimbursable expenses), which are removed from segment revenue. Segment commissions and fees excludes interest and other income. Segment operating income excludes certain costs, including (i) amortization of intangibles; (ii) restructuring costs; (iii) certain integration and transaction expenses; (iv) certain litigation provisions; and (v) to the extent that the actual expense based upon which allocations are made differs from the forecast/budget amount, a reconciling item will be created between internally allocated expenses and the actual expense that we report for U.S. GAAP purposes. Segment revenue and operating income both include revenue that was deferred at the time of the Merger, and eliminated due to purchase accounting. The impact of the elimination from purchase accounting (which is the reduction to 2016 consolidated revenue and operating income) has been included in the reconciliation to our consolidated results in order to provide the actual revenues the segments would have recognized on an unadjusted basis. The table below presents segment commissions and fees, segment interest and other income, segment revenues, and segment operating income for our reportable segments for the three months ended June 30, 2016 and 2015 , respectively: Three months ended June 30, HCB CRB IRR ES Total 2016 2015 2016 2015 2016 2015 2016 2015 2016 2015 Segment commissions and fees $ 760 $ 146 $ 623 $ 581 $ 355 $ 190 $ 154 $ — $ 1,892 $ 917 Segment interest and other income 5 — 6 4 44 1 1 — 56 5 Segment revenues $ 765 $ 146 $ 629 $ 585 $ 399 $ 191 $ 155 $ — $ 1,948 $ 922 Segment operating income $ 113 $ 11 $ 119 $ 128 $ 101 $ 39 $ 30 $ — $ 363 $ 178 The table below presents segment commissions and fees, segment interest and other income, segment revenues, and segment operating income for our reportable segments for the six months ended June 30, 2016 and 2015 , respectively: Six months ended June 30, HCB CRB IRR ES Total 2016 2015 2016 2015 2016 2015 2016 2015 2016 2015 Segment commissions and fees $ 1,712 $ 409 $ 1,261 $ 1,103 $ 830 $ 486 $ 317 $ — $ 4,120 $ 1,998 Segment interest and other income 8 — 13 9 48 2 1 — 70 11 Segment revenues $ 1,720 $ 409 $ 1,274 $ 1,112 $ 878 $ 488 $ 318 $ — $ 4,190 $ 2,009 Segment operating income $ 410 $ 147 $ 239 $ 192 $ 277 $ 198 $ 69 $ — $ 995 $ 537 The table below presents a reconciliation of the information reported by segment to the consolidated amounts reported for the three and six months ended June 30, 2016 and 2015 , respectively: Three Months Ended Six Months Ended 2016 2015 2016 2015 Revenues: Total segment revenues $ 1,948 $ 922 $ 4,190 $ 2,009 Fair value adjustment to deferred revenue in purchase accounting (26 ) — (58 ) — Reimbursable expenses and other 27 — 51 — Total revenues $ 1,949 $ 922 $ 4,183 $ 2,009 Total segment operating income $ 363 $ 178 $ 995 $ 537 Differences in allocation methods (i) (3 ) (16 ) 5 (33 ) Fair value adjustment for deferred revenue (26 ) — (58 ) — Amortization (125 ) (16 ) (286 ) (30 ) Restructuring costs (41 ) (38 ) (66 ) (69 ) Integration and transaction expenses (29 ) (3 ) (81 ) (6 ) Provision for the Stanford litigation — — (50 ) — Other, net (3 ) — 3 (1 ) Income from operations 136 105 462 398 Interest expense 47 35 93 68 Other (income)/expense, net (6 ) (23 ) 12 (17 ) Income from continuing operations before income taxes and interest in earnings of associates $ 95 $ 93 $ 357 $ 347 ________________________ i. Includes certain costs, primarily those related to corporate functions, leadership, projects, and certain differences between budgeted expenses determined at the beginning of the fiscal year and actual expenses that we report for 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 | 6 Months Ended |
Jun. 30, 2016 | |
Restructuring and Related Activities [Abstract] | |
Restructuring Costs | Restructuring Costs Operational Improvement Program - In April 2014, Legacy Willis announced a multi-year operational improvement program designed to strengthen our client service capabilities and to deliver future cost savings (‘OIP’). The main elements of the program, which is expected to be completed by the end of 2017, include the following: • movement of more than 3,500 support roles from higher cost locations to facilities in lower cost locations, bringing the ratio of employees in higher cost versus lower cost near-shore and off-shore centers at Legacy Willis from approximately 80:20 to approximately 60:40; • net workforce reductions in support positions; • lease consolidation in real estate and reductions in ratios of seats per employee and square footage of floor space per employee; and • information technology systems simplification and rationalization. The Company recognized restructuring costs of $37 million and $62 million for the three and six months ended June 30, 2016 and $38 million and $69 million for the three and six months ended June 30, 2015 , respectively, related to the OIP. The Company expects to incur restructuring costs related to the OIP amounting to approximately $440 million through the end of 2017. Business Restructure Program - In the second quarter of 2016, we began planning targeted staffing reductions in certain portions of the business due to a reduction in business demand or change in business focus (hereinafter referred to as the Business Restructure Program, the ‘BRP’). The main element of the program is expected to include workforce reductions, and is expected to be completed by the end of 2016. The Company recognized restructuring costs of $4 million for the three and six months ended June 30, 2016 , and expects to incur an additional $22 million related to the BRP through the end of 2016. An analysis of the total cost for restructuring recognized in the statement of operations for the three and six months ended June 30, 2016 and 2015 by segment, are as follows: HCB CRB IRR ES Corporate Total Three months ended June 30, 2016 Termination benefits $ 2 $ 6 $ 3 $ — $ 1 $ 12 Professional services and other — 20 — — 9 29 Total $ 2 $ 26 $ 3 $ — $ 10 $ 41 Three months ended June 30, 2015 (i) Termination benefits $ — $ 17 $ — $ — $ 3 $ 20 Professional services and other — 15 1 — 2 18 Total $ — $ 32 $ 1 $ — $ 5 $ 38 HCB CRB IRR ES Corporate Total Six Months Ended June 30, 2016 Termination benefits $ 2 $ 8 $ 3 $ — $ 1 $ 14 Professional services and other — 37 1 — 14 52 Total $ 2 $ 45 $ 4 $ — $ 15 $ 66 Six Months Ended June 30, 2015 (i) Termination benefits $ — $ 21 $ 6 $ — $ 3 $ 30 Professional services and other — 25 1 — 13 39 Total $ — $ 46 $ 7 $ — $ 16 $ 69 __________________________________ (i) The prior period comparatives have been retrospectively reclassified to take into account our segment reorganization. See Note 4 — Segment Information for further details. An analysis of the total cumulative restructuring costs recognized for the OIP from commencement to June 30, 2016 by segment is as follows: HCB CRB IRR ES Corporate Total 2014 (i) Termination benefits $ — $ 15 $ 1 $ — $ — $ 16 Professional services and other — 3 — — 17 20 2015 (i) Termination benefits $ 2 $ 24 $ 7 $ — $ 3 $ 36 Professional services and other 1 57 2 — 30 90 2016 Termination benefits $ 1 $ 8 $ 1 $ — $ — $ 10 Professional services and other — 37 1 — 14 52 Total Termination benefits $ 3 $ 47 $ 9 $ — $ 3 $ 62 Professional services and other 1 97 3 — 61 162 Total $ 4 $ 144 $ 12 $ — $ 64 $ 224 __________________________________ (i) The prior period comparatives have been retrospectively reclassified to take into account our segment reorganization. See Note 4 — Segment Information for further details. At June 30, 2016 , the Company’s liability under the OIP is as follows: Termination Benefits Professional Services and Other Total Balance at January 1, 2014 $ — $ — $ — Charges incurred 16 20 36 Cash payments (11 ) (14 ) (25 ) Balance at December 31, 2014 5 6 11 Charges incurred 36 90 126 Cash payments (26 ) (85 ) (111 ) Balance at December 31, 2015 15 11 26 Charges incurred 10 52 62 Cash payments (16 ) (53 ) (69 ) Balance at June 30, 2016 $ 9 $ 10 $ 19 |
Income Taxes
Income Taxes | 6 Months Ended |
Jun. 30, 2016 | |
Income Tax Disclosure [Abstract] | |
Income Taxes | Income Taxes Provision for income taxes for the three and six months ended June 30, 2016 was $19 million and $37 million , respectively, compared to $19 million and $75 million for the three and six months ended June 30, 2015 . The effective tax rate was 20.6% and 10.4% for the three and six months ended June 30, 2016 , respectively, and 20.4% and 21.6% for the three and six months ended June 30, 2015 , respectively. These effective tax rates are calculated using extended values from our condensed consolidated statement of operations, and are therefore more precise tax rates than can be calculated from rounded values. The changes in the effective tax rates for both the three and six months ended June 30, 2016 were primarily due to shifts in the global mix of income as a result of the Merger as described in Note 3 — Merger and Acquisitions . The increase for the three months ended June 30, 2016 was immaterial. The decrease for the six months ended June 30, 2016 was due to additional deductions in jurisdictions with high statutory income tax rates, which reduced the global effective tax rate. Historically, we have not provided deferred taxes on cumulative earnings of our subsidiaries that have been reinvested indefinitely. As a result of the Merger, we changed our assertion on a portion of certain acquired Towers Watson foreign subsidiaries’ unremitted earnings and recorded a deferred tax liability through goodwill. We continue to assert that the historical cumulative earnings of our other subsidiaries are reinvested indefinitely and we do not provide deferred tax liabilities on these amounts. The Company records valuation allowances against net deferred tax assets based on whether it is more likely than not that the deferred tax assets will be realized. We have liabilities for uncertain tax positions under Accounting Standards Codification (‘ASC’) 740, Income Taxes of $56 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 in the range of approximately $3 million to $8 million , excluding interest and penalties. |
Goodwill and Intangible Assets
Goodwill and Intangible Assets | 6 Months Ended |
Jun. 30, 2016 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Goodwill and Intangible Assets | Goodwill and Intangible Assets Goodwill represents the excess of the cost of businesses acquired over the fair market value of identifiable net assets at the dates of acquisition. Goodwill is not amortized but is subject to impairment testing annually and whenever facts or circumstances indicate that the carrying amounts may not be recoverable. Goodwill is allocated to our reporting units primarily based on the original purchase price allocation for acquisitions within the reporting units, or relative fair value when an acquisition covers multiple reporting units. When a business entity is sold, goodwill is allocated to the entity disposed of based on the relative fair value of that entity compared with the fair value of the reporting unit in which it is included. During the second quarter of 2016, the Company changed the way it manages and reports operating results, resulting in a change in the Company’s operating and reportable segments from the Legacy Company platforms into four integrated reportable operating segments: Human Capital and Benefits; Corporate Risk and Broking; Investment, Risk and Reinsurance; and Exchange Solutions. See Note 4 — Segment Information for a description of our segments. The components of goodwill are outlined below for the six months ended June 30, 2016 : HCB CRB IRR ES Total Balance at December 31, 2015 (i) Goodwill, gross $ 991 $ 2,207 $ 1,031 $ — $ 4,229 Accumulated impairment losses (130 ) (362 ) — — (492 ) Goodwill, net 861 1,845 1,031 — 3,737 Purchase price allocation adjustments 4 1 (6 ) — (1 ) Goodwill acquired during the period 3,501 — 783 2,522 6,806 Goodwill disposed of during the period — (5 ) — — (5 ) Foreign exchange 8 — (18 ) — (10 ) Balance at June 30, 2016 Goodwill, gross 4,504 2,203 1,790 2,522 11,019 Accumulated impairment losses (130 ) (362 ) — — (492 ) Goodwill, net $ 4,374 $ 1,841 $ 1,790 $ 2,522 $ 10,527 __________________________________ (i) The prior period comparatives have been retrospectively reclassified on a preliminary basis to take into account our segment reorganization. See Note 4 — Segment Information for further details. The following table reflects changes in the net carrying amount of the components of finite-lived intangible assets for the six months ended June 30, 2016 : Balance as of December 31, 2015 Intangible assets acquired Intangible assets disposed Amortization Foreign Exchange Balance as of June 30, 2016 Client relationships $ 920 $ 2,153 $ (5 ) $ (189 ) $ (23 ) $ 2,856 Management contracts 62 — — (2 ) — 60 Software (i) 77 655 — (72 ) (10 ) 650 Trademark and trade name 50 1,004 — (22 ) (1 ) 1,031 Product — 42 — (1 ) (5 ) 36 Favorable agreements 2 11 — (1 ) — 12 Other 4 — — — — 4 Total amortizable intangible assets $ 1,115 $ 3,865 $ (5 ) $ (287 ) $ (39 ) $ 4,649 _____________________________ (i) In process research and development intangible assets of $64 million have not yet been placed in service and are not included in this presentation We recorded amortization related to our finite-lived intangible assets, exclusive of the amortization of our favorable lease agreements, of $125 million and $286 million , for the three and six months ended June 30, 2016 , respectively, and $16 million and $30 million for the three and six months ended June 30, 2015 , respectively. Our acquired unfavorable lease liabilities were $33 million and $23 million as of June 30, 2016 and December 31, 2015 , respectively, and are recorded in the other noncurrent liabilities in the condensed consolidated balance sheet. The following table reflects the carrying value of finite-lived intangible assets and liabilities as of June 30, 2016 and December 31, 2015 : June 30, 2016 December 31, 2015 Gross Carrying Amount Accumulated Amortization Gross Carrying Amount Accumulated Amortization Client relationships $ 3,403 $ (547 ) $ 1,293 $ (373 ) Management contracts 66 (6 ) 67 (5 ) Software 721 (71 ) 77 — Trademark and trade name 1,055 (24 ) 52 (2 ) Product 37 (1 ) — — Favorable agreements 13 (1 ) 2 — Other 7 (3 ) 8 (4 ) Total finite-lived assets $ 5,302 $ (653 ) $ 1,499 $ (384 ) Unfavorable agreements $ 34 $ (1 ) $ 23 $ — Total finite-lived intangible liabilities $ 34 $ (1 ) $ 23 $ — The weighted average remaining life of amortizable intangible assets and liabilities at June 30, 2016 was 14.4 years. The table below reflects the future estimated amortization expense for amortizable intangible assets and the rent offset resulting from amortization of the net lease intangible assets and liabilities for the remainder of 2016 and for subsequent years: Year ending December 31, Amortization Rent offset Remainder of 2016 $ 297 $ (2 ) 2017 565 (4 ) 2018 517 (2 ) 2019 460 (2 ) 2020 409 (2 ) Thereafter 2,389 (9 ) Total $ 4,637 $ (21 ) |
Derivative Financial Instrument
Derivative Financial Instruments | 6 Months Ended |
Jun. 30, 2016 | |
Derivative Instruments and Hedging Activities Disclosure [Abstract] | |
Derivative Financial Instruments | Derivative Financial Instruments We are exposed to certain interest rate and foreign currency risks. Where possible, we identify exposures in our business that can be offset internally. Where no natural offset is identified, we may choose to enter into various derivative transactions. These instruments have the effect of reducing our exposure to unfavorable changes in interest and foreign currency rates. The Company’s Board of Directors reviews and approves policies for managing each of these risks as summarized below. Interest Rate Risk - Investment Income As a result of the Company’s operating activities, the Company holds fiduciary funds. The Company earns interest on these funds, which is included in the Company’s condensed consolidated financial statements as interest and other income. These funds are regulated in terms of access as are the instruments in which they may be invested, most of which are short-term in nature. During 2015, in order to manage interest rate risk arising from these financial assets, the Company entered into interest rate swaps to receive a fixed rate of interest and pay a variable rate of interest. These derivatives were designated as hedging instruments and as of June 30, 2016 and December 31, 2015 had a total notional amount of $300 million for each period and a net fair value of $3 million and nil , respectively. Foreign Currency Risk A number of our non-U.S. subsidiaries receive revenues and incur expenses in currencies other than their functional currency and as a result, the foreign subsidiary’s functional currency revenues will fluctuate as the currency rates change. Additionally, our London brokerage market operations forecast Pound sterling expenses may exceed Pound sterling revenues, and may also hold a significant net sterling asset or liability position in the balance sheet. To reduce the variability, we use foreign exchange forward contracts to hedge this foreign exchange risk. These derivatives were designated as hedging instruments and as of June 30, 2016 and December 31, 2015 had a total notional amount of $1.1 billion and $1.2 billion , respectively, and net fair value liabilities of $105 million and $28 million , respectively. At June 30, 2016 , the Company estimates, based on current interest and exchange rates, there will be $51 million of net derivative losses on forward exchange rates, interest rate swaps, and treasury locks reclassified from accumulated comprehensive income into earnings within the next 12 months as the forecast transactions affect earnings. At June 30, 2016 , our longest outstanding maturity was 2.8 years. The effects of derivative instruments that are designated as hedging instruments on the condensed consolidated statements of operations for the three and six months ended June 30, 2016 and 2015 are as follows: Three Months Ended Gain recognized in OCI Location Gain/(loss) reclassified Location of gain/(loss) recognized in income Gain/(loss) recognized 2016 2015 2016 2015 2016 2015 Foreign exchange forwards $ (46 ) $ 38 Other (income)/expense, net $ (8 ) $ (1 ) Other (income)/expense, net $ — $ — Total $ (46 ) $ 38 $ (8 ) $ (1 ) $ — $ — Six Months ended June 30, Gain/(loss) recognized in OCI Location Gain reclassified Location of gain/(loss) recognized in income Gain/(loss) recognized 2016 2015 2016 2015 2016 2015 Foreign exchange forwards $ (74 ) $ 25 Other (income)/expense, net $ (12 ) $ — Other (income)/ expense, net $ — $ — Total $ (74 ) $ 25 $ (12 ) $ — $ — $ — We also enter into foreign currency transactions, primarily to hedge certain intercompany loans. These derivatives are not generally designated as hedging instruments and at June 30, 2016 and December 31, 2015 we had notional amounts of $677 million and $574 million , respectively, and net fair value liabilities of $10 million and $3 million , respectively. The effects of derivatives that have not been designated as hedging instruments on the condensed consolidated statements of operations for the three and six months ended June 30, 2016 and 2015 are as follows: (Loss)/gain recognized in income Three Months Ended Six Months Ended Derivatives not designated as hedging instruments: Location of (loss)/gain 2016 2015 2016 2015 Foreign exchange forwards Other (income)/expense, net $ — $ (1 ) $ (10 ) $ (1 ) Total $ — $ (1 ) $ (10 ) $ (1 ) |
Debt
Debt | 6 Months Ended |
Jun. 30, 2016 | |
Debt Disclosure [Abstract] | |
Debt | Debt Short-term debt and current portion of long-term debt consists of the following: June 30, 2016 December 31, 2015 1-year term loan facility matures 2016 $ — $ 587 4.125% senior notes due 2016 — 300 6.200% senior notes due 2017 394 — Current portion of 7-year term loan facility expires 2018 22 22 Current portion of term loan expires 2019 85 — Short-term borrowing under bank overdraft arrangement 27 79 $ 528 $ 988 Long-term debt consists of the following: June 30, 2016 December 31, 2015 Revolving $800 million credit facility $ 81 $ 467 6.200% senior notes due 2017 — 394 7-year term loan facility expires 2018 207 218 Term loan expires 2019 211 — 7.000% senior notes due 2019 186 186 5.750% senior notes due 2021 495 495 3.500% senior notes due 2021 446 — 2.125% senior notes due 2022 594 — 4.625% senior notes due 2023 247 247 4.400% senior notes due 2026 543 — 6.125% senior notes due 2043 271 271 $ 3,281 $ 2,278 Senior Notes On May 26, 2016, Trinity Acquisition plc issued €540 million ( $609 million ) of 2.125% senior notes due 2022 (‘2022 Euro Bonds’). The 2022 Euro Bonds are fully and unconditionally guaranteed by Willis Towers Watson. The effective interest rate of these senior notes is 2.154% , which includes the impact of the discount upon issuance. The 2022 Euro Bonds will mature on May 26, 2022. Interest accrues on the notes from May 26, 2016 and will be paid in cash on May 26 of each year, commencing May 26, 2017. The net proceeds from this offering, after deducting underwriter discounts and commissions and estimated offering expenses, were €535 million ( $600 million ). We used the net proceeds of this offering to repay Tranche A of the 1-year term loan and related accrued interest. On March 22, 2016, Trinity Acquisition plc issued $450 million of 3.500% senior notes due 2021 (‘2021 Notes’) and $550 million of 4.400% senior notes due 2026 (‘2026 Notes’). The 2021 Notes and the 2026 Notes are fully and unconditionally guaranteed by Willis Towers Watson. The effective interest rates of these senior notes are 3.707% and 4.572% , respectively, which includes the impact of the discount upon issuance. The 2021 Notes and the 2026 Notes will mature on September 15, 2021 and March 15, 2026, respectively. Interest accrues on the notes from March 22, 2016 and will be paid in cash on March 15 and September 15 of each year, commencing September 15, 2016. The net proceeds from this offering, after deducting underwriter discounts and commissions and estimated offering expenses, were $988 million . We used the net proceeds of this offering as follows: to repay $300 million principal under our $800 million revolving credit facility and related accrued interest, which was drawn to repay our 4.125% senior notes on March 15, 2016; to repay $400 million principal on Tranche B under our 1 -year term loan facility and related accrued interest; and to pay down a portion of the remaining principal amount outstanding under our $800 million revolving credit facility and related accrued interest. $800 million revolving credit facility Drawings under the $800 million revolving credit facility bear interest at LIBOR plus a margin of 1.25% to 2.00% , or alternatively the base rate plus a margin of 0.25% to 1.00% based upon the Company’s guaranteed senior unsecured long-term debt rating; a 1.375% margin applies while the Company’s debt rating remains BBB/Baa3. As of June 30, 2016 and December 31, 2015 , $81 million and $467 million was outstanding under this revolving credit facility, respectively. 7-year term loan facility The 7 -year term loan facility expiring 2018 bears interest at the same rate applicable to the $800 million revolving credit facility and is repayable in quarterly installments of $6 million with a final repayment of $186 million due in the third quarter of 2018. 1-year term loan facility On November 20, 2015, Legacy Willis entered into a 1 -year term loan facility. The 1-year term loan had two tranches: Tranche A was for €550 million , of which €544 million ( $592 million ) was drawn on December 19, 2015 and used to finance the acquisition of Gras Savoye. Tranche B was for $400 million and was drawn on January 4, 2016 and used to re-finance debt held by Legacy Towers Watson which became due on acquisition. Tranche A was repaid in its entirety on May 26, 2016 from the proceeds from the issuance of our 2022 Euro Bonds discussed above. Tranche B was repaid in its entirety on March 22, 2016 from a portion of the proceeds from the issuance of our senior notes discussed above. The amount outstanding as of December 31, 2015 was $592 million , gross of $5 million in debt fees related to the 1 -year term loan facility. WSI revolving credit facility Advances under the Willis Securities, Inc. (‘WSI’) revolving credit facility bear interest at a rate equal to LIBOR plus a margin of 1.25% to 2.00% , or alternatively the base rate plus a margin of 0.25% to 1.00% , based upon the Company’s guaranteed senior-unsecured long-term debt rating. A margin of 1.50% applies while the Company’s debt rating remains BBB/Baa3. As of June 30, 2016 and December 31, 2015 , there were no borrowings outstanding under the WSI revolving credit facility. On April 27, 2016, the end date of the credit period was extended to April 28, 2017 and the repayment date was extended to April 28, 2018. There were no other significant changes in the terms of this credit facility. The agreements relating to the $800 million revolving credit facility, the 7 -year term loan facility, and the 1 -year term loan contain requirements that we are not to exceed certain levels of consolidated funded indebtedness in relation to consolidated EBITDA and we are to maintain at least a minimum level of consolidated EBITDA to consolidated cash interest expense, subject to certain adjustments. In addition, the agreements relating to our facilities and senior notes include, in the aggregate, covenants relating to the delivery of financial statements, reports and notices, limitations on liens, limitations on sales and other disposals of assets, limitations on indebtedness and other liabilities, limitations on sale and leaseback transactions, limitations on mergers and other fundamental changes, maintenance of property, maintenance of insurance, nature of business, compliance with applicable laws, maintenance of corporate existence and rights, payment of taxes and access to information and properties. At June 30, 2016 and December 31, 2015 , we were in compliance with all financial covenants. Term Loan Due December 2019 On January 4, 2016, we acquired a $340 million term loan in connection with the Merger. On November 20, 2015, Towers Watson Delaware Inc. entered into a four -year amortizing term loan agreement for up to $340 million with a consortium of banks to help fund the pre-Merger special dividend. On December 28, 2015, Towers Watson Delaware Inc. borrowed the full $340 million . The interest rate on the term loan is based on the Company’s choice of one, two, three or six-month LIBOR plus a spread of 1.25% to 1.75% , or alternatively the bank base rate plus 0.25% to 0.75% . The spread to each index is dependent on the Company’s consolidated leverage ratio. The weighted-average interest rate on this term loan for the three months ended June 30, 2016 was 1.81% . The term loan amortizes at a rate of $21 million per quarter, beginning in March 2016, with a final maturity date of December 2019. The Company has the right to prepay a portion or all of the outstanding term loan balance on any interest payment date without penalty. At June 30, 2016 , the balance outstanding on the term loan was $297 million , gross of $1 million in debt issuance fees. The agreements associated with this financing contain customary representations and warranties and affirmative and negative covenants. The term loan requires Towers Watson Delaware Inc., as a consolidated entity, to maintain certain financial covenants that include a minimum Consolidated Interest Coverage Ratio and a maximum Consolidated Leverage Ratio (which terms in each case are defined in the term loan agreement). In addition, the term loan contains restrictions on the ability of Towers Watson Delaware Inc. to, among other things, incur additional indebtedness; pay dividends; make distributions; create liens on assets; make acquisitions; dispose of property; engage in sale-leaseback transactions; engage in mergers or consolidations, liquidations and dissolutions; engage in certain transactions with affiliates; and make changes in lines of businesses. Additionally, Towers Watson Delaware Inc. is prohibited from providing guarantees of debt outside of the Towers Watson Delaware Inc. consolidated entity. At June 30, 2016 , we were in compliance with all financial covenants. |
Fair Value Measurements
Fair Value Measurements | 6 Months Ended |
Jun. 30, 2016 | |
Fair Value Disclosures [Abstract] | |
Fair Value Measurements | Fair Value Measurements The Company has categorized its assets and liabilities that are measured at fair value on a recurring and non-recurring basis into a three-level fair value hierarchy, based on the reliability of the inputs used to determine fair value as follows: • Level 1: refers to fair values determined based on quoted market prices in active markets for identical assets; • Level 2: refers to fair values estimated using observable market based inputs or unobservable inputs that are corroborated by market data; and • Level 3: includes fair values estimated using unobservable inputs that are not corroborated by market data. The following methods and assumptions were used by the Company in estimating its fair value disclosure for financial instruments: The fair values of long-term debt instruments (excluding related fair value hedges) are not measured at fair value on a recurring basis and are based on quoted market values and are classified as Level 1 measurements, with the exception of the 7 -year term loan facility, drawings under our $800 million revolving credit facility and our 2019 term loan, where fair value is determined using observable market data for similar debt instruments of comparable maturities (Level 2 measure). Derivative financial instruments - Market values have been used to determine the fair value of interest rate swaps and forward foreign exchange contracts based on estimated amounts the Company would receive or have to pay to terminate the agreements, taking into account the current interest rate environment or current foreign currency forward rates. Such financial instruments are classified as Level 2 in the fair value hierarchy. Available-for-sale securities are classified as Level 1 and we generally use quoted market prices in determining the fair value of our available-for-sale securities. The following presents our assets and liabilities measured at fair value on a recurring basis at June 30, 2016 and December 31, 2015 : Fair Value Measurements on a Recurring Basis at June 30, 2016 Level 1 Level 2 Level 3 Total Assets: Available-for-sale securities: Mutual funds / exchange traded funds $ 37 $ — $ — $ 37 Derivatives: Derivative financial instruments (i) $ — $ 34 $ — $ 34 Liabilities: Derivatives: Derivative financial instruments (i) $ — $ 146 $ — $ 146 Fair Value Measurements on a Recurring Basis at December 31, 2015 Level 1 Level 2 Level 3 Total Assets: Derivatives: Derivative financial instruments (i) $ — $ 26 $ — $ 26 Liabilities: Derivatives: Derivative financial instruments (i) $ — $ 57 $ — $ 57 _________________________ i See Note 8 — Derivative Financial Instruments for further information on our derivative instruments. The following presents our liabilities whose carrying value differs from the fair value and are not measured at fair value on a recurring basis at June 30, 2016 and December 31, 2015 : June 30, 2016 December 31, 2015 Carrying Value Fair Value Carrying Value Fair Value Liabilities: Current portion of long term debt $ 528 $ 542 $ 988 $ 998 Long-term debt $ 3,281 $ 2,904 $ 2,278 $ 2,394 The remeasurement of goodwill is classified as non-recurring level 3 fair value assessment due to the significance of unobservable inputs developed using company-specific information, see Note 7 — Goodwill and Intangible Assets . |
Retirement Benefits
Retirement Benefits | 6 Months Ended |
Jun. 30, 2015 | |
Compensation and Retirement Disclosure [Abstract] | |
Retirement Benefits | Retirement Benefits Defined Benefit Plans and Post-retirement Welfare Plan Willis Towers Watson sponsors both qualified and non-qualified defined benefit pension plans and other post-retirement welfare plans (‘PRW’) plans throughout the world. The majority of our plan assets and obligations are in the United States and the United Kingdom. We have also included disclosures related to defined benefit plans in certain “other” countries, which includes Canada, Germany, Ireland and the Netherlands. Together, these disclosed funded and unfunded plans represented 99% of Willis Towers Watson’s pension and PRW obligations and are disclosed herein for the 2016 disclosures. On January 4, 2016, in connection with the Merger, we acquired additional defined benefit pension, PRW, and defined contribution plans. Total plan assets of approximately $3.7 billion and projected benefit obligations of approximately $4.6 billion were acquired. The funded status for each of the acquired plans has been included in the preliminary values of identifiable assets acquired, and liabilities assumed in Note 3 — Merger and Acquisitions and are recorded as $67 million in pension benefits assets and $914 million in liability for pension benefits. Significant plans acquired are described below: United States Legacy Towers Watson U.S. defined benefit pension plan – Prior to December 31, 2010, employees earned benefits under their original plan formulas, which were frozen on December 31, 2011. Beginning January 1, 2012, all Legacy Towers Watson employees, including named executive officers, accrue qualified and non-qualified benefits under a stable value pension design. The Legacy Towers Watson U.S. Defined Contribution Plan allows eligible Towers Watson U.S. employees to participate in a savings plan design that provides for 100% match on the first 2% of employee contributions and 50% match on the next 4% of employee contributions. Employees vest in the employer match upon two years of service. United Kingdom Legacy Towers Watson U.K. defined benefit pension plan – Benefit accruals earned under a Legacy Watson Wyatt defined benefit plan (predominantly pension benefits) ceased on February 28, 2015, although benefits earned prior to January 1, 2008 retain a link to salary until the employee leaves the Company. Benefit accruals earned under a Legacy Towers Perrin defined benefit plan (predominantly lump sum benefits) were frozen on March 31, 2008. All employees now accrue defined contribution benefits. The Legacy Towers Watson U.K. defined contribution plan has a money purchase feature to which we make core contributions plus additional contributions matching those of the participating employees up to a maximum rate. Contribution rates depend on the age of the participant and whether or not they arise from salary sacrifice arrangements through which the associate has elected to receive contributions in lieu of additional salary. Other In addition to the Legacy Towers Watson U.S. and U.K. defined benefit pension plans, we acquired smaller defined benefit pension plans in Canada, Germany, Ireland and the Netherlands. Post-retirement Welfare Plan Legacy Towers Watson Post-retirement Benefits – We provide certain health care and life insurance benefits for retired employees in the U.S. The principal plans cover employees in the U.S. who have met certain eligibility requirements. Our principal post-retirement benefit plans are primarily unfunded. Retiree medical benefits provided under our U.S. post-retirement benefit plans were closed to new hires effective January 1, 2011. Life insurance benefits under the plans were frozen with respect to service, eligibility and amounts as of January 1, 2012 for active employees. Components of Net Periodic Benefit Cost for Defined Benefit Pension and Post-retirement Welfare Plans The following table sets forth the components of net periodic benefit cost for the Company’s defined benefit pension and post-retirement welfare plans for the three and six months ended June 30, 2016 and 2015 : Three Months Ended June 30, 2016 2015 U.S. U.K. Other PRW U.S. U.K. Other PRW Service cost $ 15 $ 6 $ 5 $ — $ — $ 8 $ — $ — Interest cost 34 28 7 1 10 26 1 — Expected return on plan assets (60 ) (64 ) (9 ) — (15 ) (55 ) (1 ) — Settlement — — — — — — — — Amortization of net loss/(gain) 3 11 — — 3 (6 ) — — Amortization of prior service (credit)/cost — (5 ) — — — 9 — — Net periodic benefit (income)/cost $ (8 ) $ (24 ) $ 3 $ 1 $ (2 ) $ (18 ) $ — $ — Six Months Ended June 30, 2016 2015 U.S. U.K. Other PRW U.S. U.K. Other PRW Service cost $ 30 $ 13 $ 9 $ — $ — $ 18 $ 1 $ — Interest cost 68 57 13 2 20 52 3 — Expected return on plan assets (119 ) (127 ) (17 ) — (29 ) (112 ) (2 ) — Settlement — — 2 — — — — — Amortization of net loss/(gain) 6 22 — — 6 (8 ) — — Amortization of prior service (credit)/cost — (10 ) — — — 18 — — Net periodic benefit (income)/cost $ (15 ) $ (45 ) $ 7 $ 2 $ (3 ) $ (32 ) $ 2 $ — Employer Contributions to Defined Benefit Pension Plans The Company made no contributions to its U.S. plans for the six months ended June 30, 2016 and has not yet determined the contributions to be made over the remainder of the fiscal year. The Company made contributions of $61 million to its U.K. plans for the six months ended June 30, 2016 and anticipates making additional contributions of $42 million for the remainder of the fiscal year. The Company made contributions of $13 million to its other plans for the six months ended June 30, 2016 and anticipates making additional contributions of $12 million for the remainder of the fiscal year. Defined Contribution Plans The Company made contributions to its defined contribution plans of $40 million and $81 million for the three and six months ended June 30, 2016 , respectively, and $19 million and $38 million for the three and six months ended June 30, 2015 , respectively. |
Commitments and Contingencies
Commitments and Contingencies | 6 Months Ended |
Jun. 30, 2016 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments and Contingencies | Commitments and Contingencies Pensions The Company’s pension funding obligations are described in Note 11 — Retirement Benefits . Operating Leases The Company leases certain land, building and equipment under various operating lease commitments. The total amount of the minimum rent is expensed on a straight line basis over the term of the lease. The Company has assumed gross real estate operating lease obligations related to the Merger with Towers Watson of approximately $459 million . Other Contractual Obligations On October 1, 2015, Legacy Towers Watson made a capital commitment of $40 million to Longitude Holdings Limited in exchange for 48,322 common shares outstanding representing 24.2% of outstanding equity ownership. As of June 30, 2016 , approximately $5 million of capital contributions had been made towards this commitment. Indemnification Agreements Willis Towers Watson has various agreements which provide that it may be obligated to indemnify the other party to the agreement with respect to certain matters. Generally, these indemnification provisions are included in contracts arising in the normal course of business and in connection with the purchase and sale of certain businesses. Although it is not possible to predict the maximum potential amount of future payments that may become due under these indemnification agreements because of the conditional nature of Willis Towers Watson’s obligations and the unique facts of each particular agreement, Willis Towers Watson does not believe any potential liability that might arise from such indemnity provisions is probable or material. There are no provisions for recourse to third parties, nor are any assets held by any third parties that any guarantor can liquidate to recover amounts paid under such indemnities. Legal Proceedings In the ordinary course of business, the Company is subject to various actual and potential claims, lawsuits, and other proceedings. Some of the claims, lawsuits and other proceedings seek damages in amounts which could, if assessed, be significant. We do not expect the impact of claims or demands not described below to be material to the Company’s 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 the light of current information and legal advice, or, in certain cases, where a range of loss exists, the Company accrues the minimum amount in the range if no amount within the range is a better estimate than any other amount. The Company adjusts such provisions from time to time according to developments. On the basis of current information, the Company does not expect that the actual claims, lawsuits and other proceedings to which the Company is subject, or potential claims, lawsuits, and other proceedings relating to matters of which it is aware, will ultimately have a material adverse effect on the Company’s financial condition, results of operations or liquidity. Nonetheless, given the large or indeterminate amounts sought in certain of these actions, and the inherent unpredictability of litigation and disputes with insurance companies, it is possible that an adverse outcome or settlement in certain matters could, from time to time, have a material adverse effect on the Company’s results of operations or cash flows in particular quarterly or annual periods. 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. In re Towers Watson & Co. Stockholders Litigation Five putative class action complaints challenging the Merger were filed in the Court of Chancery for the State of Delaware, captioned New Jersey Building Laborers’ Statewide Annuity Fund v. Towers Watson & Co., et al., C.A. No. 11270-CB (filed on July 9, 2015), Stein v. Towers Watson & Co., et al., C.A. No. 11271-CB (filed on July 9, 2015), City of Atlanta Firefighters’ Pension Fund v. Ganzi, et al., C.A. No. 11275-CB (filed on July 10, 2015), Cordell v. Haley, et al., C.A. No. 11358-CB (filed on July 31, 2015), and Mills v. Towers Watson & Co., et al., C.A. No. 11423-CB (filed on August 24, 2015). The Stein action was voluntarily dismissed on July 28, 2015. These complaints were filed by purported stockholders of Towers Watson on behalf of a putative class comprised of all Towers Watson stockholders. The complaints sought, among other things, to enjoin the Merger, and generally alleged that Towers Watson’s directors breached their fiduciary duties to Towers Watson stockholders by agreeing to merge Towers Watson with Willis through an inadequate and unfair process, which led to inadequate and unfair consideration, and by agreeing to unfair deal protection devices. The complaints also alleged that Willis and the Merger Sub formed for purposes of consummating the Merger aided and abetted the alleged breaches of fiduciary duties by Towers Watson directors. On August 17, 2015, the court consolidated the New Jersey Building Laborers’ Statewide Annuity Fund, City of Atlanta Firefighters’ Pension Fund, and Cordell actions (the Mills action had not yet been filed) and any other actions then pending or thereafter filed arising out of the same issues of fact under the caption In re Towers Watson & Co. Stockholders Litigation, Consolidated C.A. No. 11270-CB. On September 9, 2015, the plaintiffs in the consolidated action and in Mills filed a consolidated amended complaint, which, among other things, added claims for alleged misstatements and omissions from a preliminary proxy statement and prospectus for the Merger dated August 27, 2015. On September 17, 2015, plaintiffs filed a motion for expedited proceedings and a motion for a preliminary injunction, which motions plaintiffs voluntarily withdrew on October 19, 2015. On December 14, 2015, the defendants filed motions to dismiss the consolidated amended complaint. On April 1, 2016, the court consolidated the Mills action into the consolidated action. On April 18, 2016, the court dismissed the consolidated action as moot, set a briefing schedule for plaintiffs’ application for an award of attorneys’ fees and reimbursement of expenses, and scheduled a hearing on plaintiffs’ fee and expense application for June 28, 2016. On April 27, 2016, plaintiffs filed a petition for an award of attorneys’ fees and expenses, requesting an aggregate fee and expense award of at least $1.7 million . On June 8, 2016, defendants filed their opposition to the petition. After negotiations, the parties agreed in principle to resolve the petition for a payment of $250,000 to plaintiffs’ counsel by the Company. On July 29, 2016, the court entered a proposed order submitted by the parties closing the consolidated action for all purposes. Merger-related Appraisal demands Between November 12, 2015 and December 10, 2015, in connection with the then-proposed Merger, Towers Watson received demands for appraisal under Section 262 of the Delaware General Corporation Law on behalf of ten purported beneficial owners of an aggregate of approximately 2.4% of the shares of Towers Watson common stock outstanding at the time of the Merger. Between March 3, 2016 and March 23, 2016, three appraisal petitions were filed in the Court of Chancery for the State of Delaware on behalf of three purported beneficial owners of an aggregate of 1,354,338 shares of Towers Watson common stock, captioned Rangeley Capital LLC v. Towers Watson & Co., C.A. No. 12063-CB, Merion Capital L.P. v. Towers Watson & Co., C.A. No. 12064-CB, and College Retirement Equities Fund v. Towers Watson & Co., C.A. No. 12126-CB. The appraisal petitions seek, among other things, a determination of the fair value of the appraisal petitioners’ shares at the time of the Merger; an order that Towers Watson pay that value to the appraisal petitioners, together with interest at the statutory rate; and an award of costs, attorneys’ fees, and other expenses. Towers Watson answered the appraisal petitions between March 24, 2016 and April 18, 2016. On May 9, 2016, the court consolidated the three pending appraisal proceedings under the caption In re Appraisal of Towers Watson & Co., Consolidated C.A. No. 12064-CB. Based on all of the information to date, the Company is currently unable to provide an estimate of the reasonably possible loss or range of loss. The Company intends to vigorously defend against the appraisal proceedings. Stanford Financial Group The Company has been named as a defendant in 13 similar lawsuits relating to the collapse of The Stanford Financial Group (‘Stanford’), for which Willis of Colorado, Inc. acted as broker of record on certain lines of insurance. The complaints in these actions generally allege that the defendants actively and materially aided Stanford’s alleged fraud by providing Stanford with certain letters regarding coverage that they knew would be used to help retain or attract actual or prospective Stanford client investors. The complaints further allege that these letters, which contain statements about Stanford and the insurance policies that the defendants placed for Stanford, contained untruths and omitted material facts and were drafted in this manner to help Stanford promote and sell its allegedly fraudulent certificates of deposit. The 13 actions are as follows: • Troice, et al. v. Willis of Colorado, Inc., et al. , C.A. No. 3:9-CV-1274-N, was filed on July 2, 2009 in the U.S. District Court for the Northern District of Texas against Willis Group Holdings plc, Willis of Colorado, Inc. and a Willis associate, among others. On April 1, 2011, plaintiffs filed the operative Third Amended Class Action Complaint individually and on behalf of a putative, worldwide class of Stanford investors, adding Willis Limited as a defendant and alleging claims under Texas statutory and common law and seeking damages in excess of $1 billion , punitive damages and costs. On May 2, 2011, the defendants filed motions to dismiss the Third Amended Class Action Complaint, arguing, inter alia , that the plaintiffs’ claims are precluded by the Securities Litigation Uniform Standards Act of 1998 (‘SLUSA’). On May 10, 2011, the court presiding over the Stanford-related actions in the Northern District of Texas entered an order providing that it would consider the applicability of SLUSA to the Stanford-related actions based on the decision in a separate Stanford action not involving a Willis entity, Roland v. Green, Civil Action No. 3:10-CV-0224-N. On August 31, 2011, the court issued its decision in Roland, dismissing that action with prejudice under SLUSA. On October 27, 2011, the court in Troice entered an order (i) dismissing with prejudice those claims asserted in the Third Amended Class Action Complaint on a class basis on the grounds set forth in the Roland decision discussed above and (ii) dismissing without prejudice those claims asserted in the Third Amended Class Action Complaint on an individual basis. Also on October 27, 2011, the court entered a final judgment in the action. On October 28, 2011, the plaintiffs in Troice filed a notice of appeal to the U.S. Court of Appeals for the Fifth Circuit. Subsequently, Troice, Roland and a third action captioned Troice, et al. v. Proskauer Rose LLP, Civil Action No. 3:09-CV-01600-N, which also was dismissed on the grounds set forth in the Roland decision discussed above and on appeal to the U.S. Court of Appeals for the Fifth Circuit, were consolidated for purposes of briefing and oral argument. Following the completion of briefing and oral argument, on March 19, 2012, the Fifth Circuit reversed and remanded the actions. On April 2, 2012, the defendants-appellees filed petitions for rehearing en banc. On April 19, 2012, the petitions for rehearing en banc were denied. On July 18, 2012, defendants-appellees filed a petition for writ of certiorari with the United States Supreme Court regarding the Fifth Circuit’s reversal in Troice. On January 18, 2013, the Supreme Court granted our petition. Opening briefs were filed on May 3, 2013 and the Supreme Court heard oral argument on October 7, 2013. On February 26, 2014, the Supreme Court affirmed the Fifth Circuit’s decision. On March 19, 2014, the plaintiffs in Troice filed a Motion to Defer Resolution of Motions to Dismiss, to Compel Rule 26(f) Conference and For Entry of Scheduling Order. On March 25, 2014, the parties in Troice and the Janvey, et al. v. Willis of Colorado, Inc., et al. action discussed below stipulated to the consolidation of the two actions for pre-trial purposes under Rule 42(a) of the Federal Rules of Civil Procedure. On March 28, 2014, the Court ‘so ordered’ that stipulation and, thus, consolidated Troice and Janvey for pre-trial purposes under Rule 42(a). On September 16, 2014, the court (a) denied the plaintiffs’ request to defer resolution of the defendants’ motions to dismiss, but granted the plaintiffs’ request to enter a scheduling order; (b) requested the submission of supplemental briefing by all parties on the defendants’ motions to dismiss, which the parties submitted on September 30, 2014; and (c) entered an order setting a schedule for briefing and discovery regarding plaintiffs’ motion for class certification, which schedule, among other things, provided for the submission of the plaintiffs’ motion for class certification (following the completion of briefing and discovery) on April 20, 2015. On December 15, 2014, the court granted in part and denied in part the defendants’ motions to dismiss. On January 30, 2015, the defendants except Willis Group Holdings plc answered the Third Amended Class Action Complaint. On April 20, 2015, the plaintiffs filed their motion for class certification, the defendants filed their opposition to plaintiffs’ motion, and the plaintiffs filed their reply in further support of the motion. Pursuant to an agreed stipulation also filed with the court on April 20, 2015, the defendants on June 4, 2015 filed sur-replies in further opposition to the motion. The Court has not yet scheduled a hearing on the motion. On June 19, 2015, Willis Group Holdings plc filed a motion to dismiss the complaint for lack of personal jurisdiction. On November 17, 2015, Willis Group Holdings plc withdrew the motion. On March 31, 2016, the parties in the Troice and Janvey actions entered into a settlement in principle that is described in more detail below. • Ranni v. Willis of Colorado, Inc., et al. , C.A. No. 9-22085, was filed on July 17, 2009 against Willis Group Holdings plc and Willis of Colorado, Inc. in the U.S. District Court for the Southern District of Florida. The complaint was filed on behalf of a putative class of Venezuelan and other South American Stanford investors and alleges claims under Section 10(b) of the Securities Exchange Act of 1934 (and Rule 10b-5 thereunder) and Florida statutory and common law and seeks damages in an amount to be determined at trial. On October 6, 2009, Ranni was transferred, for consolidation or coordination with other Stanford-related actions (including Troice ), to the Northern District of Texas by the U.S. Judicial Panel on Multidistrict Litigation (the ‘JPML’). The defendants have not yet responded to the complaint in Ranni . On August 26, 2014, the plaintiff filed a notice of voluntary dismissal of the action without prejudice. • Canabal, et al. v. Willis of Colorado, Inc., et al. , C.A. No. 3:9-CV-1474-D, was filed on August 6, 2009 against Willis Group Holdings plc, Willis of Colorado, Inc. and the same Willis associate named as a defendant in Troice , among others, also in the Northern District of Texas. The complaint was filed individually and on behalf of a putative class of Venezuelan Stanford investors, alleged claims under Texas statutory and common law and sought damages in excess of $1 billion , punitive damages, attorneys’ fees and costs. On December 18, 2009, the parties in Troice and Canabal stipulated to the consolidation of those actions (under the Troice civil action number), and, on December 31, 2009, the plaintiffs in Canabal filed a notice of dismissal, dismissing the action without prejudice. • Rupert, et al. v. Winter, et al. , Case No. 2009C115137, was filed on September 14, 2009 on behalf of 97 Stanford investors against Willis Group Holdings plc, Willis of Colorado, Inc. and the same Willis associate, among others, in Texas state court (Bexar County). The complaint alleges claims under the Securities Act of 1933, Texas and Colorado statutory law and Texas common law and seeks special, consequential and treble damages of more than $300 million , attorneys’ fees and costs. On October 20, 2009, certain defendants, including Willis of Colorado, Inc., (i) removed Rupert to the U.S. District Court for the Western District of Texas, (ii) notified the JPML of the pendency of this related action and (iii) moved to stay the action pending a determination by the JPML as to whether it should be transferred to the Northern District of Texas for consolidation or coordination with the other Stanford-related actions. On April 1, 2010, the JPML issued a final transfer order for the transfer of Rupert to the Northern District of Texas. On January 24, 2012, the court remanded Rupert to Texas state court (Bexar County), but stayed the action until further order of the court. On August 13, 2012, the plaintiffs filed a motion to lift the stay, which motion was denied by the court on September 16, 2014. On October 10, 2014, the plaintiffs appealed the court’s denial of their motion to lift the stay to the U.S. Court of Appeals for the Fifth Circuit. On January 5, 2015, the Fifth Circuit consolidated the appeal with the appeal in the Rishmague, et ano. v. Winter, et al. action discussed below, and the consolidated appeal, was fully briefed as of March 24, 2015. Oral argument on the consolidated appeal was held on September 2, 2015. On September 16, 2015, the Fifth Circuit affirmed. The defendants have not yet responded to the complaint in Rupert . • Casanova, et al. v. Willis of Colorado, Inc., et al. , C.A. No. 3:10-CV-1862-O, was filed on September 16, 2010 on behalf of seven Stanford investors against Willis Group Holdings plc, Willis Limited, Willis of Colorado, Inc. and the same Willis associate, among others, also in the Northern District of Texas. The complaint alleges claims under Texas statutory and common law and seeks actual damages in excess of $5 million , punitive damages, attorneys’ fees and costs. On February 13, 2015, the parties filed an Agreed Motion for Partial Dismissal pursuant to which they agreed to the dismissal of certain claims pursuant to the motion to dismiss decisions in the Troice action discussed above and the Janvey action discussed below. Also on February 13, 2015, the defendants except Willis Group Holdings plc answered the complaint in the Casanova action. On June 19, 2015, Willis Group Holdings plc filed a motion to dismiss the complaint for lack of personal jurisdiction. Plaintiffs have not opposed the motion. • Rishmague, et ano. v. Winter, et al. , Case No. 2011CI2585, was filed on March 11, 2011 on behalf of two Stanford investors, individually and as representatives of certain trusts, against Willis Group Holdings plc, Willis of Colorado, Inc., Willis of Texas, Inc. and the same Willis associate, among others, in Texas state court (Bexar County). The complaint alleges claims under Texas and Colorado statutory law and Texas common law and seeks special, consequential and treble damages of more than $37 million and attorneys’ fees and costs. On April 11, 2011, certain defendants, including Willis of Colorado, Inc., (i) removed Rishmague to the Western District of Texas, (ii) notified the JPML of the pendency of this related action and (iii) moved to stay the action pending a determination by the JPML as to whether it should be transferred to the Northern District of Texas for consolidation or coordination with the other Stanford-related actions. On August 8, 2011, the JPML issued a final transfer order for the transfer of Rishmague to the Northern District of Texas, where it is currently pending. On August 13, 2012, the plaintiffs joined with the plaintiffs in the Rupert action in their motion to lift the court’s stay of the Rupert action. On September 9, 2014, the court remanded Rishmague to Texas state court (Bexar County), but stayed the action until further order of the court and denied the plaintiffs’ motion to lift the stay. On October 10, 2014, the plaintiffs appealed the court’s denial of their motion to lift the stay to the Fifth Circuit. On January 5, 2015, the Fifth Circuit consolidated the appeal with the appeal in the Rupert action, and the consolidated appeal was fully briefed as of March 24, 2015. Oral argument on the consolidated appeal was held on September 2, 2015. On September 16, 2015, the Fifth Circuit affirmed. The defendants have not yet responded to the complaint in Rishmague . • MacArthur v. Winter, et al. , Case No. 2013-07840, was filed on February 8, 2013 on behalf of two Stanford investors against Willis Group Holdings plc, Willis of Colorado, Inc., Willis of Texas, Inc. and the same Willis associate, among others, in Texas state court (Harris County). The complaint alleges claims under Texas and Colorado statutory law and Texas common law and seeks actual, special, consequential and treble damages of approximately $4 million and attorneys’ fees and costs. On March 29, 2013, Willis of Colorado, Inc. and Willis of Texas, Inc. (i) removed MacArthur to the U.S. District Court for the Southern District of Texas and (ii) notified the JPML of the pendency of this related action. On April 2, 2013, Willis of Colorado, Inc. and Willis of Texas, Inc. filed a motion in the Southern District of Texas to stay the action pending a determination by the JPML as to whether it should be transferred to the Northern District of Texas for consolidation or coordination with the other Stanford-related actions. Also on April 2, 2013, the court presiding over MacArthur in the Southern District of Texas transferred the action to the Northern District of Texas for consolidation or coordination with the other Stanford-related actions. On September 29, 2014, the parties stipulated to the remand (to Texas state court (Harris County)) and stay of MacArthur until further order of the court (in accordance with the court’s September 9, 2014 decision in Rishmague (discussed above)), which stipulation was ‘so ordered’ by the court on October 14, 2014. The defendants have not yet responded to the complaint in MacArthur. • Florida suits: On February 14, 2013, five lawsuits were filed against Willis Group Holdings plc, Willis Limited and Willis of Colorado, Inc. in Florida state court (Miami-Dade County) alleging violations of Florida common law. The five suits are: (1) Barbar, et al. v. Willis Group Holdings Public Limited Company, et al. , Case No. 13-05666CA27, filed on behalf of 35 Stanford investors seeking compensatory damages in excess of $30 million ; (2) de Gadala-Maria, et al. v. Willis Group Holdings Public Limited Company, et al. , Case No. 13-05669CA30, filed on behalf of 64 Stanford investors seeking compensatory damages in excess of $83.5 million ; (3) Ranni, et ano. v. Willis Group Holdings Public Limited Company, et al. , Case No. 13-05673CA06, filed on behalf of two Stanford investors seeking compensatory damages in excess of $3 million ; (4) Tisminesky, et al. v. Willis Group Holdings Public Limited Company, et al. , Case No. 13-05676CA09, filed on behalf of 11 Stanford investors seeking compensatory damages in excess of $6.5 million ; and (5) Zacarias, et al. v. Willis Group Holdings Public Limited Company, et al. , Case No. 13-05678CA11, filed on behalf of 10 Stanford investors seeking compensatory damages in excess of $12.5 million . On June 3, 2013, Willis of Colorado, Inc. removed all five cases to the Southern District of Florida and, on June 4, 2013, notified the JPML of the pendency of these related actions. On June 10, 2013, the court in Tisminesky issued an order sua sponte staying and administratively closing that action pending a determination by the JPML as to whether it should be transferred to the Northern District of Texas for consolidation and coordination with the other Stanford-related actions. On June 11, 2013, Willis of Colorado, Inc. moved to stay the other four actions pending the JPML’s transfer decision. On June 20, 2013, the JPML issued a conditional transfer order for the transfer of the five actions to the Northern District of Texas, the transmittal of which was stayed for seven days to allow for any opposition to be filed. On June 28, 2013, with no opposition having been filed, the JPML lifted the stay, enabling the transfer to go forward. On September 30, 2014, the court denied the plaintiffs’ motion to remand in Zacarias , and, on October 3, 2014, the court denied the plaintiffs’ motions to remand in Tisminesky and de Gadala Maria . On December 3, 2014 and March 3, 2015, the court granted the plaintiffs’ motions to remand in Barbar and Ranni , respectively, remanded both actions to Florida state court (Miami-Dade County) and stayed both actions until further order of the court. On January 2, 2015 and April 1, 2015, the plaintiffs in Barbar and Ranni , respectively, appealed the court’s December 3, 2014 and March 3, 2015 decisions to the Fifth Circuit. On April 22, 2015 and July 22, 2015, respectively, the Fifth Circuit dismissed the Barbar and Ranni appeals sua sponte for lack of jurisdiction. We believe the dismissals were in error and that appeals are likely to be reinstated. The defendants have not yet responded to the complaints in Ranni or Barbar . On April 1, 2015, the defendants except Willis Group Holdings plc filed motions to dismiss the complaints in Zacarias , Tisminesky and de Gadala-Maria . On June 19, 2015, Willis Group Holdings plc filed motions to dismiss the complaints in Zacarias , Tisminesky and de Gadala-Maria for lack of personal jurisdiction. On July 15, 2015, the court dismissed the complaint in Zacarias in its entirety with leave to replead within 21 days . On July 21, 2015, the court dismissed the complaints in Tisminesky and de Gadala-Maria in their entirety with leave to replead within 21 days . On August 6, 2015, the plaintiffs in Zacarias , Tisminesky and de Gadala-Maria filed amended complaints (in which, among other things, Willis Group Holdings plc was no longer named as a defendant). On September 11, 2015, the defendants filed motions to dismiss the amended complaints. The motions await disposition by the court. • Janvey, et al. v. Willis of Colorado, Inc., et al. , Case No. 3:13-CV-03980-D, was filed on October 1, 2013 also in the Northern District of Texas against Willis Group Holdings plc, Willis Limited, Willis North America Inc., Willis of Colorado, Inc. and the same Willis associate. The complaint was filed (i) by Ralph S. Janvey, in his capacity as Court-Appointed Receiver for the Stanford Receivership Estate, and the Official Stanford Investors Committee (the ‘OSIC’) against all defendants and (ii) on behalf of a putative, worldwide class of Stanford investors against Willis North America Inc. Plaintiffs Janvey and the OSIC allege claims under Texas common law and the court’s Amended Order Appointing Receiver, and the putative class plaintiffs allege claims under Texas statutory and common law. Plaintiffs seek actual damages in excess of $1 billion , punitive damages and costs. As alleged by the Stanford Receiver, the total amount of collective losses allegedly sustained by all investors in Stanford certificates of deposit is approximately $4.6 billion . On November 15, 2013, plaintiffs in Janvey filed the operative First Amended Complaint, which added certain defendants unaffiliated with Willis. On February 28, 2014, the defendants filed motions to dismiss the First Amended Complaint, which motions, other than with respect to Willis Group Holding plc’s motion to dismiss for lack of personal jurisdiction, were granted in part and denied in part by the court on December 5, 2014. On December 22, 2014, Willis filed a motion to amend the court’s December 5 order to certify an interlocutory appeal to the Fifth Circuit, and, on December 23, 2014, Willis filed a motion to amend and, to the extent necessary, reconsider the court’s December 5 order. On January 16, 2015, the defendants answered the First Amended Complaint. On January 28, 2015, the court denied Willis’s motion to amend the court’s December 5 order to certify an interlocutory appeal to the Fifth Circuit. On February 4, 2015, the court granted Willis’s motion to amend and, to the extent necessary, reconsider the December 5 order. As discussed above, on March 25, 2014, the parties in Troice and Janvey stipulated to the consolidation of the two actions for pre-trial purposes under Rule 42(a) of the Federal Rules of Civil Procedure. On March 28, 2014, the Court ‘so ordered’ that stipulation and, thus, consolidated Troice and Janvey for pre-trial purposes under Rule 42(a). On January 26, 2015, the court entered an order setting a schedule for briefing and discovery regarding the plaintiffs’ motion for class certification, which schedule, among other things, provided for the submission of the plaintiffs’ motion for class certification (following the completion of briefing and discovery) on July 20, 2015. By letter dated March 4, 2015, the parties requested that the court consolidate the scheduling orders entered in Troice and Janvey to provide for a class certification submission date of April 20, 2015 in both cases. On March 6, 2015, the court entered an order consolidating the scheduling orders in Troice and Janvey , providing for a class certification submission date of April 20, 2015 in both cases, and vacating the July 20, 2015 class certification submission date in the original Janvey scheduling order. On November 17, 2015, Willis Group Holdings plc withdrew its motion to dismiss for lack of personal jurisdiction. On March 31, 2016, the parties in the Troice and Janvey actions entered into a settlement in principle that is described in more detail below. The plaintiffs in Janvey and Troice and the other actions above seek overlapping damages, representing either the entirety or a portion of the total alleged collective losses incurred by investors in Stanford certificates of deposit, notwithstanding the fact that Legacy Willis acted as broker of record for only a portion of time that Stanford issued certificates of deposit. In the fourth quarter of 2015, the Company recognized a $70 million litigation provision for loss contingencies relating to the Stanford matters based on its ongoing review of a variety of factors as required by accounting standards. On March 31, 2016, the Company entered into a settlement in principle for $120 million relating to this litigation, and we have therefore increased our provisions by $50 million . Further details on this settlement in principle are given below. The settlement is contingent on a number of conditions, including court approval of the settlement and a bar order prohibiting any continued or future litigation against Willis related to Stanford, which may not be given. Therefore, the ultimate resolution of these matters may differ from the amount provided for. The Company continues to dispute the allegations and, to the extent litigation proceeds, to defend the lawsuits vigorously. Settlement-in-Principle . On March 31, 2016, the Company entered into a settlement in principle, as reflected in a Settlement Term Sheet, relating to the Stanford litigation matter. The Company has agreed to the Settlement Term Sheet to eliminate the distraction, burden, expense and uncertainty of further litigation. In particular, if the settlement and the related bar orders described below are approved by the Court and become effective, the Company (a |
Supplementary Information for S
Supplementary Information for Select Balance Sheet Accounts | 6 Months Ended |
Jun. 30, 2016 | |
Deferred Costs, Capitalized, Prepaid, and Other Assets Disclosure [Abstract] | |
Supplementary Information for Select Balance Sheet Accounts | Supplementary Information for Select Balance Sheet Accounts There are variances of greater than 10% between our December 31, 2015 and June 30, 2016 Balance Sheets. All variances with the exception of fiduciary assets and liabilities are primarily due to our Merger with Towers Watson. The fair values recorded, and their location on our balance sheet, are described in Note 3 — Merger and Acquisitions to these condensed consolidated financial statements. The increase in fiduciary assets and liabilities as of June 30, 2016 is primarily due to the acquisition of Gras Savoye, timing issues around specific fiduciary receivables and payables, as well as a result of the cyclical nature of our business. Additional details of specific accounts are detailed below: Accounts receivable, net consists of the following: June 30, December 31, Billed, net of allowance for doubtful debts of $35 million and $22 million $ 1,844 $ 1,051 Accrued and unbilled, at estimated net realizable value 343 207 Accounts receivable, net $ 2,187 $ 1,258 Prepaid and other current assets consist of the following: June 30, December 31, Prepayments and accrued income $ 129 $ 86 Derivatives and investments 29 29 Deferred compensation plan assets 19 20 Retention incentives 12 14 Corporate income and other taxes 68 66 Other current assets 70 40 Total prepaid and other current assets $ 327 $ 255 Other non-current assets consist of the following: June 30, December 31, Prepayments and accrued income $ 17 $ 23 Deferred compensation plan assets 100 102 Deferred tax assets 38 76 Accounts receivable, net 28 30 Other investments 31 42 Other non-current assets 116 25 Total other non-current assets $ 330 $ 298 Other current liabilities consist of the following: June 30, December 31, Accounts payable $ 123 $ 75 Income and other taxes payable 129 45 Contingent and deferred consideration on acquisition 62 68 Payroll related liabilities 169 82 Derivatives 71 31 Third party commissions 187 177 Other current liabilities 160 125 Total other current liabilities $ 901 $ 603 Other non-current liabilities consist of the following: June 30, December 31, Incentives from lessors $ 147 $ 175 Deferred compensation plan liability 100 102 Contingent and deferred consideration on acquisition 100 156 Derivatives 54 27 Other non-current liabilities 160 73 Total other non-current liabilities $ 561 $ 533 |
Accumulated Other Comprehensive
Accumulated Other Comprehensive Income/(Loss) | 6 Months Ended |
Jun. 30, 2016 | |
Equity [Abstract] | |
Accumulated Other Comprehensive Income/(Loss) | Accumulated Other Comprehensive Income/(Loss) Changes in accumulated other comprehensive income/(loss), net of non-controlling interests, and net of tax are provided in the following table. The difference between the amounts presented in this table and the amounts presented in the condensed consolidated statements of comprehensive income are the corresponding components attributable to non-controlling interests, which are not material for further disclosure. Amounts related to available-for-sale securities are immaterial. Foreign currency translation (i) Gains and losses on cash flow hedges (i) Defined pension and post-retirement benefit costs (ii) Total As of December 31, 2014 $ (191 ) $ 18 $ (893 ) $ (1,066 ) Other comprehensive (loss)/income before reclassifications (39 ) 21 200 182 Amounts reclassified from accumulated other comprehensive income (net of income tax of $3) — (1 ) 13 12 Net current-period other comprehensive (loss)/income (39 ) 20 213 194 As of June 30, 2015 $ (230 ) $ 38 $ (680 ) $ (872 ) As of December 31, 2015 $ (314 ) $ (10 ) $ (713 ) $ (1,037 ) Other comprehensive (loss)/income before reclassifications (84 ) (55 ) (20 ) (159 ) Amounts reclassified from accumulated other comprehensive income (net of income tax of $4) — (8 ) 23 15 Net current-period other comprehensive (loss)/income (84 ) (63 ) 3 (144 ) As of June 30, 2016 $ (398 ) $ (73 ) $ (710 ) $ (1,181 ) ________________________ i Reclassification adjustments from accumulated other comprehensive income are included in other (income)/expense, net of foreign currency translation and gains and losses on cash flow hedges. See Note 8 — Derivative Financial Instruments for additional details regarding the reclassification adjustments for the hedge settlements. ii Reclassification adjustments from accumulated other comprehensive income are included in the computation of net periodic pension cost (see Note 11 — Retirement Benefits ) which is included in salaries and benefits in the accompanying condensed consolidated statements of operations. |
Earnings Per Share
Earnings Per Share | 6 Months Ended |
Jun. 30, 2016 | |
Earnings Per Share [Abstract] | |
Earnings Per Share | Earnings Per Share Basic and diluted earnings per share are calculated by dividing net income attributable to Willis Towers Watson by the average number of ordinary shares outstanding during each period. The computation of diluted earnings per share reflects the potential dilution that could occur if dilutive securities and other contracts to issue shares were exercised or converted into shares or resulted in the issuance of shares that then shared in the net income of the Company. At June 30, 2016 and 2015 , there were 1.9 million and 1.8 million time-based share options; 1.2 million and 0.8 million performance based options; and 1.4 million and 1.2 million restricted share units outstanding, respectively. The number of options and share units for 2015 has been retroactively adjusted to reflect the reverse stock split effected on January 4, 2016. See Note 3 — Merger and Acquisitions for further details. Basic and diluted earnings per share are as follows: Three Months Ended June 30, Six Months Ended June 30, 2016 2015 2016 2015 Net income attributable to Willis Towers Watson $ 72 $ 70 $ 310 $ 280 Basic average number of shares outstanding (i) 139 68 137 68 Dilutive effect of potentially issuable shares (i) 1 1 1 1 Diluted average number of shares outstanding (i) 140 69 138 69 Basic earnings per share (i) $ 0.52 $ 1.03 $ 2.26 $ 4.12 Dilutive effect of potentially issuable shares (i) (0.01 ) (0.02 ) (0.01 ) (0.06 ) Diluted earnings per share (i) $ 0.51 $ 1.01 $ 2.25 $ 4.06 ____________________________ i. Shares outstanding, potentially issuable shares, basic and diluted earnings per share, and the dilutive effect of potentially issuable shares, for the three and six months ended June 30, 2015 have been retroactively adjusted to reflect the reverse stock split effected on January 4, 2016. See Note 3 — Merger and Acquisitions for further details. Options to purchase 0.1 million and 0.3 million shares were not included in the computation of the dilutive effect of stock options for the three months ended June 30, 2016 and 2015, respectively, because their effect was anti-dilutive. Options to purchase 0.5 million and 0.4 million shares were not included in the computation of the dilutive effect of stock options for the six months ended June 30, 2016 and 2015 , respectively, because the effect was anti-dilutive. The number of options for 2015 has been retroactively adjusted to reflect the reverse stock split on January 4, 2016. See Note 3 — Merger and Acquisitions for further details. |
Subsequent Events
Subsequent Events | 6 Months Ended |
Jun. 30, 2016 | |
Subsequent Events [Abstract] | |
Subsequent Events | Subsequent Events As of August 1, 2016, we repurchased $100 million of Willis Towers Watson stock. We anticipate repurchasing an additional $200 million , for a total of $300 million by the end of calendar year 2016, subject to market conditions and other factors. |
Financial Information for Paren
Financial Information for Parent Guarantor, Other Guarantor Subsidiaries and Non-Guarantor Subsidiaries | 6 Months Ended |
Jun. 30, 2016 | |
Condensed Financial Information of Parent Company Only Disclosure [Abstract] | |
Financial Information for Parent Guarantor, Other Guarantor Subsidiaries and Non-Guarantor Subsidiaries | Financial Information for Parent Guarantor, Other Guarantor Subsidiaries and Non-Guarantor Subsidiaries Willis North America Inc. (‘Willis North America’) 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 U.K. Holdings Limited, TA I Limited, Trinity Acquisition plc (formerly Trinity Acquisition Limited), Willis Group Limited and additionally, effective from March 9, 2016, Willis Towers Watson Sub Holdings Limited and WTW Bermuda Holdings Ltd., 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 as of June 30, 2016 of Willis Towers Watson, the Other Guarantors and the Issuer. The entities included in the Other Guarantors column as of June 30, 2016 are Willis Towers Watson Sub Holdings Limited, Willis Netherlands Holdings B.V., Willis Investment U.K. Holdings Limited, TA I Limited, WTW Bermuda Holdings Ltd., Trinity Acquisition plc (formerly Trinity Acquisition Limited) and Willis Group Limited. Unaudited Condensed Consolidated Statement of Operations Three Months Ended June 30, 2016 Willis The Other The Other Consolidating Consolidated Revenues Commissions and fees $ — $ — $ 4 $ 1,890 $ — $ 1,894 Interest and other income — 1 — 54 — 55 Total revenues — 1 4 1,944 — 1,949 Costs of providing services Salaries and benefits (1 ) (1 ) (10 ) (1,189 ) — (1,201 ) Other operating expenses (2 ) (22 ) (14 ) (335 ) — (373 ) Depreciation — (1 ) (3 ) (40 ) — (44 ) Amortization — — — (125 ) — (125 ) Restructuring costs — (7 ) (7 ) (27 ) — (41 ) Integration expenses 1 — (4 ) (26 ) — (29 ) Total costs of providing services (2 ) (31 ) (38 ) (1,742 ) — (1,813 ) (Loss) Income from operations (2 ) (30 ) (34 ) 202 — 136 Income from Group undertakings — 120 62 40 (222 ) — Expenses due to Group undertakings — (26 ) (43 ) (153 ) 222 — Interest expense (6 ) (26 ) (9 ) (6 ) — (47 ) Other income/(expense), net — 2 — 4 — 6 (LOSS) INCOME FROM CONTINUING OPERATIONS BEFORE INCOME TAXES AND INTEREST IN EARNINGS OF ASSOCIATES (8 ) 40 (24 ) 87 — 95 Benefit/(provision) for income taxes — 10 3 (32 ) — (19 ) (LOSS) INCOME FROM CONTINUING OPERATIONS BEFORE INTEREST IN EARNINGS OF ASSOCIATES (8 ) 50 (21 ) 55 — 76 Equity account for subsidiaries 80 7 107 — (194 ) — NET INCOME 72 57 86 55 (194 ) 76 Income attributable to non-controlling interests — — — (4 ) — (4 ) NET INCOME ATTRIBUTABLE TO WILLIS TOWERS WATSON $ 72 $ 57 $ 86 $ 51 $ (194 ) $ 72 Unaudited Condensed Consolidated Statement of Comprehensive Income Three Months Ended June 30, 2016 Willis Towers Watson The Other Guarantors The Issuer Other Consolidating adjustments Consolidated Comprehensive (loss)/income before non-controlling interests $ (56 ) $ (70 ) $ 27 $ (61 ) $ 98 $ (62 ) Less: Comprehensive loss/(income) attributable to non-controlling interest — — — 6 — 6 Comprehensive (loss)/income attributable to Willis Towers Watson $ (56 ) $ (70 ) $ 27 $ (55 ) $ 98 $ (56 ) Unaudited Condensed Consolidated Statement of Operations Three Months Ended June 30, 2015 Willis The Other The Other Consolidating Consolidated Revenues Commissions and fees $ — $ — $ — $ 917 $ — $ 917 Interest and other income — — — 5 — 5 Total revenues — — — 922 — 922 Costs of providing services Salaries and benefits (1 ) — (22 ) (538 ) — (561 ) Other operating expenses — (41 ) (9 ) (129 ) — (179 ) Depreciation — (2 ) (4 ) (17 ) — (23 ) Amortization — — — (16 ) — (16 ) Restructuring costs — — (8 ) (30 ) — (38 ) Total costs of providing services (1 ) (43 ) (43 ) (730 ) — (817 ) (Loss) Income from operations (1 ) (43 ) (43 ) 192 — 105 Income from Group undertakings — 56 56 24 (136 ) — Expenses due to Group undertakings — (7 ) (45 ) (84 ) 136 — Interest expense (10 ) (9 ) (11 ) (5 ) — (35 ) Other income/(expense), net 4 (6 ) — 25 — 23 (LOSS) INCOME FROM CONTINUING OPERATIONS BEFORE INCOME TAXES AND INTEREST IN EARNINGS OF ASSOCIATES (7 ) (9 ) (43 ) 152 — 93 Benefit/(provision) for income taxes — 11 14 (44 ) — (19 ) (LOSS) INCOME FROM CONTINUING OPERATIONS BEFORE INTEREST IN EARNINGS OF ASSOCIATES (7 ) 2 (29 ) 108 — 74 Interest in earnings/(loss) of associates, net of tax — 2 — (4 ) — (2 ) Equity account for subsidiaries 77 71 30 — (178 ) — NET INCOME 70 75 1 104 (178 ) 72 Income attributable to non-controlling interests — — — (2 ) — (2 ) NET INCOME ATTRIBUTABLE TO WILLIS TOWERS WATSON $ 70 $ 75 $ 1 $ 102 $ (178 ) $ 70 Unaudited Condensed Consolidated Statement of Comprehensive Income Three Months Ended June 30, 2015 Willis Towers Watson The Other Guarantors The Issuer Other Consolidating adjustments Consolidated Comprehensive income/(loss) before non-controlling interests $ 150 $ 154 $ 4 $ 176 $ (328 ) $ 156 Less: Comprehensive (income)/loss attributable to non-controlling interest — — — (6 ) — (6 ) Comprehensive income/(loss) attributable to Willis Towers Watson $ 150 $ 154 $ 4 $ 170 $ (328 ) $ 150 Unaudited Condensed Consolidated Statement of Operations Six Months Ended June 30, 2016 Willis The Other The Other Consolidating Consolidated Revenues Commissions and fees $ — $ — $ 11 $ 4,102 $ — $ 4,113 Interest and other income — 1 — 69 — 70 Total revenues — 1 11 4,171 — 4,183 Costs of providing services Salaries and benefits (1 ) (1 ) (24 ) (2,371 ) — (2,397 ) Other operating expenses (3 ) (57 ) (72 ) (672 ) — (804 ) Depreciation — (2 ) (7 ) (78 ) — (87 ) Amortization — — — (286 ) — (286 ) Restructuring costs — (11 ) (16 ) (39 ) — (66 ) Integration expenses — (12 ) (10 ) (59 ) — (81 ) Total costs of providing services (4 ) (83 ) (129 ) (3,505 ) — (3,721 ) (Loss) Income from operations (4 ) (82 ) (118 ) 666 — 462 Income from Group undertakings — 241 116 70 (427 ) — Expenses due to Group undertakings — (40 ) (86 ) (301 ) 427 — Interest expense (17 ) (43 ) (19 ) (14 ) — (93 ) Other (expense)/income, net (1 ) 2 — (13 ) — (12 ) (LOSS) INCOME FROM CONTINUING OPERATIONS BEFORE INCOME TAXES AND INTEREST IN EARNINGS OF ASSOCIATES (22 ) 78 (107 ) 408 — 357 Benefit/(provision) for income taxes — 23 31 (91 ) — (37 ) (LOSS) INCOME FROM CONTINUING OPERATIONS BEFORE INTEREST IN EARNINGS OF ASSOCIATES (22 ) 101 (76 ) 317 — 320 Interest in earnings/(loss) of associates, net of tax — — — 1 — 1 Equity account for subsidiaries 332 206 121 — (659 ) — NET INCOME 310 307 45 318 (659 ) 321 Income attributable to non-controlling interests — — — (11 ) — (11 ) NET INCOME ATTRIBUTABLE TO WILLIS TOWERS WATSON $ 310 $ 307 $ 45 $ 307 $ (659 ) $ 310 Unaudited Condensed Consolidated Statement of Comprehensive Income Six Months Ended June 30, 2016 Willis Towers Watson The Other Guarantors The Issuer Other Consolidating adjustments Consolidated Comprehensive (loss)/income before non-controlling interests $ 166 $ 162 $ (31 ) $ 179 $ (307 ) $ 169 Less: Comprehensive (income)/loss attributable to non-controlling interest — — — (3 ) — (3 ) Comprehensive (loss)/income attributable to Willis Towers Watson $ 166 $ 162 $ (31 ) $ 176 $ (307 ) $ 166 Unaudited Condensed Consolidated Statement of Operations Six Months Ended June 30, 2015 Willis The Other The Other Consolidating Consolidated Revenues Commissions and fees $ — $ — $ 4 $ 1,994 $ — $ 1,998 Interest and other income — — — 11 — 11 Total revenues — — 4 2,005 — 2,009 Costs of providing services Salaries and benefits (1 ) — (42 ) (1,085 ) — (1,128 ) Other operating expenses (9 ) (55 ) (11 ) (264 ) — (339 ) Depreciation — (3 ) (8 ) (34 ) — (45 ) Amortization — — — (30 ) — (30 ) Restructuring costs — (14 ) (13 ) (42 ) — (69 ) Total costs of providing services (10 ) (72 ) (74 ) (1,455 ) — (1,611 ) (Loss) Income from operations (10 ) (72 ) (70 ) 550 — 398 Income from Group undertakings — 110 112 49 (271 ) — Expenses due to Group undertakings — (15 ) (89 ) (167 ) 271 — Interest expense (21 ) (18 ) (22 ) (7 ) — (68 ) Other (expense)/income, net (8 ) — — 24 1 17 (LOSS) INCOME FROM CONTINUING OPERATIONS BEFORE INCOME TAXES AND INTEREST IN EARNINGS OF ASSOCIATES (39 ) 5 (69 ) 449 1 347 Benefit/(provision) for income taxes — 17 22 (114 ) — (75 ) (LOSS) INCOME FROM CONTINUING OPERATIONS BEFORE INTEREST IN EARNINGS OF ASSOCIATES (39 ) 22 (47 ) 335 1 272 Interest in earnings/(loss) of associates, net of tax — 4 — 10 — 14 Equity account for subsidiaries 319 286 96 — (701 ) — NET INCOME 280 312 49 345 (700 ) 286 Income attributable to non-controlling interests — — — (6 ) — (6 ) NET INCOME ATTRIBUTABLE TO WILLIS TOWERS WATSON $ 280 $ 312 $ 49 $ 339 $ (700 ) $ 280 Unaudited Condensed Consolidated Statement of Comprehensive Income Six Months Ended June 30, 2015 Willis Towers Watson The Other Guarantors The Issuer Other Consolidating adjustments Consolidated Comprehensive income/(loss) before non-controlling interests $ 474 $ 508 $ 55 $ 546 $ (1,106 ) $ 477 Less: Comprehensive (income)/loss attributable to non-controlling interest — — — (3 ) — (3 ) Comprehensive income/(loss) attributable to Willis Towers Watson $ 474 $ 508 $ 55 $ 543 $ (1,106 ) $ 474 Unaudited Condensed Consolidated Balance Sheet As of June 30, 2016 Willis The Other The Other Consolidating Consolidated ASSETS Cash and cash equivalents $ — $ 63 $ — $ 886 $ — $ 949 Fiduciary assets — — — 11,767 — 11,767 Accounts receivable, net — — 4 2,183 — 2,187 Prepaid and other current assets — 65 20 280 (38 ) 327 Amounts due from group undertakings 7,700 5,590 872 1,922 (16,084 ) — Total current assets 7,700 5,718 896 17,038 (16,122 ) 15,230 Investments in subsidiaries 3,951 8,415 5,911 — (18,277 ) — Fixed assets, net — 31 33 730 — 794 Goodwill — — — 10,527 — 10,527 Other intangible assets, net — — — 4,713 — 4,713 Pension benefits assets — — — 815 — 815 Other non-current assets — 4 54 275 (3 ) 330 Non-current amounts due from group undertakings — 918 810 — (1,728 ) — Total non-current assets 3,951 9,368 6,808 17,060 (20,008 ) 17,179 TOTAL ASSETS $ 11,651 $ 15,086 $ 7,704 $ 34,098 $ (36,130 ) $ 32,409 LIABILITIES AND EQUITY Fiduciary liabilities $ — $ — $ — $ 11,767 $ — $ 11,767 Deferred revenue and accrued expenses 1 15 19 1,186 — 1,221 Short-term debt and current portion of long-term debt — 22 394 112 — 528 Other current liabilities 75 94 — 770 (38 ) 901 Amounts due to group undertakings 30 8,743 1,713 5,598 (16,084 ) — Total current liabilities 106 8,874 2,126 19,433 (16,122 ) 14,417 Long-term debt 495 2,389 186 211 — 3,281 Liability for pension benefits — — — 1,160 — 1,160 Deferred tax liabilities — — 1 1,158 (3 ) 1,156 Provision for liabilities — — 120 474 — 594 Other non-current liabilities — 46 15 500 — 561 Amounts due to group undertakings — — 518 1,210 (1,728 ) — Total non-current liabilities 495 2,435 840 4,713 (1,731 ) 6,752 TOTAL LIABILITIES 601 11,309 2,966 24,146 (17,853 ) 21,169 REDEEMABLE NONCONTROLLING INTEREST — — — 52 — 52 EQUITY Total Willis Towers Watson shareholders’ equity 11,050 3,777 4,738 9,762 (18,277 ) 11,050 Noncontrolling interests — — — 138 — 138 Total equity 11,050 3,777 4,738 9,900 (18,277 ) 11,188 TOTAL LIABILITIES AND EQUITY $ 11,651 $ 15,086 $ 7,704 $ 34,098 $ (36,130 ) $ 32,409 Unaudited Condensed Consolidated Balance Sheet As of December 31, 2015 Willis The Other The Other Consolidating Consolidated ASSETS Cash and cash equivalents $ 3 $ 2 $ — $ 527 $ — $ 532 Fiduciary assets — — — 10,458 — 10,458 Accounts receivable, net — — 7 1,251 — 1,258 Prepaid and 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 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 Pension benefits assets — — — 623 — 623 Other non-current assets — 8 2 288 — 298 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 EQUITY Fiduciary liabilities $ — $ — $ — $ 10,458 $ — $ 10,458 Deferred revenue and accrued expenses 1 13 55 683 — 752 Short-term debt and current portion of long-term debt 300 609 — 79 — 988 Other current liabilities 15 38 23 534 (7 ) 603 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 Long-term debt 495 1,203 580 — — 2,278 Liability for pension benefits — — — 279 — 279 Deferred tax liabilities — 1 — 239 — 240 Provision for liabilities — — — 295 — 295 Investments in subsidiaries 387 — — — (387 ) — 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 REDEEMABLE NONCONTROLLING INTEREST — — — 53 — 53 EQUITY Total Willis Towers Watson shareholders’ 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 Unaudited Condensed Consolidated Statement of Cash Flows Six Months Ended June 30, 2016 Willis The Other The Other Consolidating Consolidated NET CASH FROM/(USED IN) OPERATING ACTIVITIES $ 42 $ (418 ) $ (187 ) $ 991 $ (1 ) $ 427 CASH FLOWS FROM/(USED IN) INVESTING ACTIVITIES Additions to fixed assets and software for internal use — (9 ) (5 ) (78 ) — (92 ) Capitalized software costs — — — (42 ) — (42 ) Acquisitions of operations, net of cash acquired — — — 419 — 419 Redemptions of held-to-maturity investments — — — 11 — 11 Sales and redemptions of available for sale securities — — — 11 — 11 Other, net — — — 1 — 1 Repayments of intercompany investing activities (4,268 ) (3,696 ) — (696 ) 8,660 — Reduction in investment in subsidiaries 4,600 3,600 — — (8,200 ) — Additional investment in subsidiaries — (4,600 ) — (3,600 ) 8,200 — Net cash from/(used in) investing activities $ 332 $ (4,705 ) $ (5 ) $ (3,974 ) $ 8,660 $ 308 CASH FLOWS (USED IN)/FROM FINANCING ACTIVITIES Net (payments on)/draw down of revolving credit facility — (393 ) — — — (393 ) Senior notes issued — 1,606 — — — 1,606 Proceeds from issue of other debt — 400 — 4 — 404 Debt issuance costs — (14 ) — — — (14 ) Repayments of debt (300 ) (1,026 ) — (500 ) — (1,826 ) Repurchase of shares (38 ) — — — — (38 ) Proceeds from issuance of shares and excess tax benefit 28 — — — — 28 Dividends paid (67 ) — — (1 ) 1 (67 ) Acquisitions of and dividends paid to noncontrolling interests — — — (15 ) — (15 ) Proceeds from intercompany financing activities — 4,611 192 3,857 (8,660 ) — Net cash (used in)/from financing activities $ (377 ) $ 5,184 $ 192 $ 3,345 $ (8,659 ) $ (315 ) (DECREASE)/INCREASE IN CASH AND CASH EQUIVALENTS (3 ) 61 — 362 — 420 Effect of exchange rate changes on cash and cash equivalents — — — (3 ) — (3 ) CASH AND CASH EQUIVALENTS, BEGINNING OF PERIOD 3 2 — 527 — 532 CASH AND CASH EQUIVALENTS, END OF PERIOD $ — $ 63 $ — $ 886 $ — $ 949 Unaudited Condensed Consolidated Statement of Cash Flows Six Months Ended June 30, 2015 Willis The Other The Other Consolidating Consolidated NET CASH (USED IN)/FROM OPERATING ACTIVITIES $ (4 ) $ 62 $ 17 $ (68 ) $ — $ 7 CASH FLOWS FROM/(USED IN) INVESTING ACTIVITIES Additions to fixed assets and software for internal use — (4 ) (5 ) (38 ) — (47 ) Acquisitions of operations, net of cash acquired — — — (228 ) — (228 ) Other, net — — — 27 — 27 Proceeds from intercompany investing activities 105 49 — 153 (307 ) — Repayments of intercompany investing activities — (72 ) (14 ) (218 ) 304 — Additional investment in subsidiaries — (274 ) — — 274 — Net cash from/(used in) investing activities $ 105 $ (301 ) $ (19 ) $ (304 ) $ 271 $ (248 ) CASH FLOWS (USED IN)/FROM FINANCING ACTIVITIES Net (payments on)/draw down of revolving credit facility — 220 — — — 220 Debt issuance costs — — — (1 ) — (1 ) Repayments of debt — (8 ) — — — (8 ) Repurchase of shares (79 ) — — — — (79 ) Proceeds from issuance of shares and excess tax benefit 84 — — 279 (274 ) 89 Dividends paid (109 ) — — — — (109 ) Acquisitions of and dividends paid to noncontrolling interests — — — (8 ) — (8 ) Proceeds from intercompany financing activities — 216 2 86 (304 ) — Repayments of intercompany financing activities — (189 ) — (118 ) 307 — Net cash (used in)/from financing activities $ (104 ) $ 239 $ 2 $ 238 $ (271 ) $ 104 DECREASE IN CASH AND CASH EQUIVALENTS (3 ) — — (134 ) — (137 ) Effect of exchange rate changes on cash and cash equivalents — — — (15 ) — (15 ) CASH AND CASH EQUIVALENTS, BEGINNING OF PERIOD 9 2 — 624 — 635 CASH AND CASH EQUIVALENTS, END OF PERIOD $ 6 $ 2 $ — $ 475 $ — $ 483 Financial Information for Parent Issuer, Guarantor Subsidiaries and Non-Guarantor Subsidiaries On March 17, 2011, the Company issued senior notes totaling $800 million in a registered public offering. On March 15, 2016, $300 million of these senior notes was repaid leaving $500 million outstanding. These debt securities were issued by Willis Towers Watson (‘WTW Debt Securities’) and are guaranteed by certain of the Company’s subsidiaries. Therefore, the Company is providing the condensed consolidating financial information below. The following wholly owned subsidiaries (directly or indirectly) fully and unconditionally guarantee the WTW Debt Securities on a joint and several basis: Willis Netherlands Holdings B.V., Willis Investment U.K. Holdings Limited, TA I Limited, Trinity Acquisition plc (formerly Trinity Acquisition Limited), Willis Group Limited, Willis North America, and additionally, effective from March 9, 2016, Willis Towers Watson Sub Holdings Limited and WTW Bermuda Holdings Ltd. (the ‘Guarantors’). The guarantor structure described above differs from the guarantor structure associated with the senior notes issued by Willis North America (the ‘Willis North America Debt Securities’) (and for which condensed consolidating financial information is presented in Note 17) in that Willis Towers Watson is the Parent Issuer and Willis North America is a subsidiary guarantor. Presented below is condensed consolidating financial information for: (i) Willis Towers Watson, which is the Parent Issuer; (ii) the Guarantors, which are all 100 percent directly or indirectly owned subsidiaries of the parent; (iii) Other, which are the non-guarantor subsidiaries, on a combined basis; (iv) Consolidating adjustments; and (v) the Consolidated Company. The equity method has been used for investments in subsidiaries in the condensed consolidating balance sheets as of June 30, 2016 of Willis Towers Watson and the Guarantors. The entities included in the Other Guarantors column as of June 30, 2016 are Willis Towers Watson Sub Holdings Limited, Willis Netherlands Holdings B.V., Willis Investment U.K. Holdings Limited, TA I Limited, WTW Bermuda Holdings Ltd., Trinity Acquisition plc (formerly Trinity Acquisition Limited), Willis Group Limited and Willis North America Inc. Unaudited Condensed Consolidated Statement of Operations Six Months Ended June 30, 2016 Willis The Other Consolidating Consolidated Revenues Commissions and fees $ — $ 11 $ 4,102 $ — $ 4,113 Interest and other income — 1 69 — 70 Total revenues — 12 4,171 — 4,183 Costs of providing services Salaries and benefits (1 ) (25 ) (2,371 ) — (2,397 ) Other operating expenses (3 ) (129 ) (672 ) — (804 ) Depreciation — (9 ) (78 ) — (87 ) Amortization — — (286 ) — (286 ) Restructuring costs — (27 ) (39 ) — (66 ) Integration expenses — (22 ) (59 ) — (81 ) Total costs of providing services (4 ) (212 ) (3,505 ) — (3,721 ) (Loss) Income from operations (4 ) (200 ) 666 — 462 Income from Group undertakings — 302 70 (372 ) — Expenses due to Group undertakings — (71 ) (301 ) 372 — Interest expense (17 ) (62 ) (14 ) — (93 ) Other (expense)/income, net (1 ) 2 (13 ) — (12 ) (LOSS) INCOME FROM CONTINUING OPERATIONS BEFORE INCOME TAXES AND INTEREST IN EARNINGS OF ASSOCIATES (22 ) (29 ) 408 — 357 Benefit/(provision) for income taxes — 54 (91 ) — (37 ) (LOSS) INCOME FROM CONTINUING OPERATIONS BEFORE INTEREST IN EARNINGS OF ASSOCIATES (22 ) 25 317 — 320 Interest in earnings/(loss) of associates, net of tax — — 1 — 1 Equity account for subsidiaries 332 282 — (614 ) — NET INCOME 310 307 318 (614 ) 321 Income attributable to non-controlling interests — — (11 ) — (11 ) NET INCOME ATTRIBUTABLE TO WILLIS TOWERS WATSON $ 310 $ 307 $ 307 $ (614 ) $ 310 Unaudited Condensed Consolidated Statement of Comprehensive Income Six Months Ended June 30, 2016 Willis Towers Watson — the Parent Issuer The Guarantors Other Consolidating adjustments Consolidated Comprehensive (loss)/income before non-controlling interests $ 166 $ 162 $ 179 $ (338 ) $ 169 Less: Comprehensive (income)/loss attributable to non-controlling interest — — (3 ) — (3 ) Comprehensive (loss)/income attributable to Willis Towers Watson $ 166 $ 162 $ 176 $ (338 ) $ 166 Unaudited Condensed Consolidated Statement of Operations Six Months Ended June 30, 2015 Willis The Other Consolidating Consolidated Revenues Commissions and fees $ — $ 4 $ 1,994 $ — $ 1,998 Interest and other income — — 11 — 11 Total revenues — 4 2,005 — 2,009 Costs of providing services Salaries and benefits (1 ) (42 ) (1,085 ) — (1,128 ) Other operating expenses (9 ) (66 ) (264 ) — (339 ) Depreciation — (11 ) (34 ) — (45 ) Amortization — — (30 ) — (30 ) Restructuring costs — (27 ) (42 ) — (69 ) Total costs of providing services (10 ) (146 ) (1,455 ) — (1,611 ) (Loss) Income from operations (10 ) (142 ) 550 — 398 Income from Group undertakings — 167 49 (216 ) — Expenses due to Group undertakings — (49 ) (167 ) 216 — Interest expense (21 ) (40 ) (7 ) — (68 ) Other (expense)/income, net (8 ) — 24 1 17 (LOSS) INCOME FROM CONTINUING OPERATIONS BEFORE INCOME TAXES AND INTEREST IN EARNINGS OF ASSOCIATES (39 ) (64 ) 449 1 347 Benefit/(provision) for income taxes — 39 (114 ) — (75 ) (LOSS) INCOME FROM CONTINUING OPERATIONS BEFORE INTEREST IN EARNINGS OF ASSOCIATES (39 ) (25 ) 335 1 272 Interest in earnings/(loss) of associates, net of tax — 4 10 — 14 Equity account for subsidiaries 319 333 — (652 ) — NET INCOME 280 312 345 (651 ) 286 Income attributable to non-controlling interests — — (6 ) — (6 ) NET INCOME ATTRIBUTABLE TO WILLIS TOWERS WATSON $ 280 $ 312 $ 339 $ (651 ) $ 280 Unaudited Condensed Consolidated Statement of Comprehensive Income Six Months Ended June 30, 2015 Willis Towers Watson — the Parent Issuer The Guarantors Other Consolidating adjustments Consolidated Comprehensive income/(loss) before non-controlling interests $ 474 $ 508 $ 546 $ (1,051 ) $ 477 Less: Comprehensive (income)/loss attributable to non-controlling interest — — (3 ) — (3 ) Comprehensive income/(loss) attributable to Willis Towers Watson $ 474 $ 508 $ 543 $ (1,051 ) $ 474 Unaudited Condensed Consolidated Balance Sheet As of June 30, 2016 Willis The Other Consolidating Consolidated ASSETS Cash and cash equivalents $ — $ 63 $ 886 $ — $ 949 Fiduciary assets — — 11,767 — 11,767 Accounts receivable, net — 4 2,183 — 2,187 Prepaid and other current assets — 85 280 (38 ) 327 Amounts due from group undertakings 7,700 4,695 1,922 (14,317 ) — Total current assets 7,700 4,847 17,038 (14,355 ) 15,230 Investments in subsidiaries 3,951 9,588 — (13,539 ) — Fixed assets, net — 64 730 — 794 Goodwill — — 10,527 — 10,527 Other intangible assets, net — — 4,713 — 4,713 Pension benefits assets — — 815 — 815 Other non-current assets — 58 275 (3 ) 330 Non-current amounts due from group undertakings — 1,729 — (1,729 ) — Total non-current assets 3,951 11,439 17,060 (15,271 ) 17,179 TOTAL ASSETS $ 11,651 $ 16,286 $ 34,098 $ (29,626 ) $ 32,409 LIABILITIES AND EQUITY Fiduciary liabilities $ — $ — $ 11,767 $ — $ 11,767 Deferred revenue and accrued expenses 1 34 1,186 — 1,221 Short-term debt and current portion of long-term debt — 416 112 — 528 Other current liabilities 75 94 770 (38 ) 901 Amounts due to group undertakings 30 8,689 5,598 (14,317 ) — Total current liabilities 106 9,233 19,433 (14,355 ) 14,417 Long-term debt 495 2,575 211 — 3,281 Liability for pension benefits — — 1,160 — 1,160 Deferred tax liabilities — 1 1,158 (3 ) 1,156 Provision for liabilities — 120 474 — 594 Other non-current liabilities — 61 500 — 561 Non-current amounts due to group undertakings — 519 1,210 (1,729 ) — Total non-current liabilities 495 3,276 4,713 (1,732 ) 6,752 TOTAL LIABILITIES 601 12,509 24,146 (16,087 ) 21,169 REDEEMABLE NONCONTROLLING INTEREST — — 52 — 52 EQUITY Total Willis Towers Watson shareholders’ equity 11,050 3,777 9,762 (13,539 ) 11,050 Noncontrolling interests — — 138 — 138 Total equity 11,050 3,777 9,900 (13,539 ) 11,188 TOTAL LIABILITIES AND EQUITY $ 11,651 $ 16,286 $ 34,098 $ (29,626 ) $ 32,409 Unaudited Condensed Consolidated Balance Sheet As of December 31, 2015 Willis Towers Watson — the Parent Issuer The Guarantors Other Consolidating adjustments Consolidated ASSETS Cash and cash equivalents $ 3 $ 2 $ 527 $ — $ 532 Fiduciary assets — — 10,458 — 10,458 Accounts receivable, net — 7 1,251 — 1,258 Prepaid and other current assets 1 67 194 (7 ) 255 Amounts due from group undertakings 3,423 1,257 1,259 (5,939 ) — Total current assets 3,427 1,333 13,689 (5,946 ) 12,503 Investments in subsidiaries — 4,275 — (4,275 ) — Fixed assets, net — 58 505 — 563 Goodwill — — 3,737 — 3,737 Other intangible assets, net — — 1,115 — 1,115 Pension benefits assets — — 623 — 623 Other non-current assets — 10 288 — 298 Non-current amounts due from group undertakings — 785 — (785 ) — Total non-current assets — 5,128 6,268 (5,060 ) 6,336 TOTAL ASSETS $ 3,427 $ 6,461 $ 19,957 $ (11,006 ) $ 18,839 LIABILITIES AND EQUITY Fiduciary liabilities $ — $ — $ 10,458 $ — $ 10,458 Deferred revenue and accrued expenses 1 68 683 — 752 Short-term debt and current portion of long-term debt 300 609 79 — 988 Other current liabilities 15 61 534 (7 ) 603 Amounts due to group undertakings — 4,437 1,502 (5,939 ) — Total current liabilities 316 5,175 13,256 (5,946 ) 12,801 Investments in subsidiaries 387 — — (387 ) — Long-term debt 495 1,783 — — 2,278 Liability for pension benefits — — 279 — 279 Deferred tax liabilities — 1 239 — 240 Provision for liabilities — — 295 — 295 Other non-current liabilities — 36 497 — 533 Non-current amounts due to group undertakings — — 785 (785 ) — Total non-current liabilities 882 1,820 2,095 (1,172 ) 3,625 TOTAL LIABILITIES 1,198 6,995 15,351 (7,118 ) 16,426 REDEEMABLE NONCONTROLLING INTEREST — — 53 — 53 EQUITY Total Willis Towers Watson shareholders’ equity 2,229 (534 ) 4,422 (3,888 ) 2,229 Noncontrolling interests — — 131 — 131 Total equity 2,229 (534 ) 4,553 (3,888 ) 2,360 TOTAL LIABILITIES AND EQUITY $ 3,427 $ 6,461 $ 19,957 $ (11,006 ) $ 18,839 Unaudited Condensed Consolidated Statement of Cash Flows Six Months Ended June 30, 2016 Willis The Other Consolidating Consolidated NET CASH FROM/(USED IN) OPERATING ACTIVITIES $ 42 $ (605 ) $ 991 $ (1 ) $ 427 CASH FLOWS FROM/(USED IN) INVESTING ACTIVITIES Additions to fixed assets and software for internal use — (14 ) (78 ) — (92 ) Capitalized software costs — — (42 ) — (42 ) Acquisitions of operations, net of cash acquired — — 419 — 419 Redemptions of held-to-maturity investments — — 11 — 11 Sales and redemptions of available for sale securities — — 11 — 11 Other, net — — 1 — 1 Repayments of intercompany investing activities (4,268 ) (3,696 ) (696 ) 8,660 — Reduction in investment in subsidiaries 4,600 3,600 — (8,200 ) — Additional investment in subsidiaries — (4,600 ) (3,600 ) 8,200 — Net cash from/(used in) investing activities $ 332 $ (4,710 ) $ (3,974 ) $ 8,660 $ 308 CASH FLOWS (USED IN)/FROM FINANCING ACTIVITIES Net (payments on)/draw down of revolving credit facility — (393 ) — — (393 ) Senior notes issued — 1,606 — — 1,606 Proceeds from issue of other debt — 400 4 — 404 Debt issuance costs — (14 ) — — (14 ) Repayments of debt (300 ) (1,026 ) (500 ) — (1,826 ) Repurchase of shares (38 ) — — — (38 ) Proceeds from issuance of shares and excess tax benefit 28 — — — 28 Dividends paid (67 ) — (1 ) 1 (67 ) Acquisitions of and dividends paid to noncontrolling interests — — (15 ) — (15 ) Proceeds from intercompany financing activities — 4,803 3,857 (8,660 ) — Net cash (used in)/from financing activities $ (377 ) $ 5,376 $ 3,345 $ (8,659 ) $ (315 ) (DECREASE)/INCREASE IN CASH AND CASH EQUIVALENTS (3 ) 61 362 — 420 Effect of exchange rate changes on cash and cash equivalents — — (3 ) — (3 ) CASH AND CASH EQUIVALENTS, BEGINNING OF PERIOD 3 2 527 — 532 CASH AND CASH EQUIVALENTS, END OF PERIOD $ — $ 63 $ 886 $ — $ 949 Unaudited Condensed Consolidated Statement of Cash Flows Six Months Ended June 30, 2015 Willis The Other Consolidating Consolidated NET CASH (USED IN)/FROM OPERATING ACTIVITIES $ (4 ) $ 79 $ (68 ) $ — $ 7 CASH FLOWS FROM/(USED IN) INVESTING ACTIVITIES Additions to fixed assets and software for internal use — (9 ) (38 ) — (47 ) Acquisitions of operations, net of cash acquired — — (228 ) — (228 ) Other, net — — 27 — 27 Proceeds from intercompany investing activities 105 49 153 (307 ) — Repayments of intercompany investing activities — (86 ) (218 ) 304 — Additional investment in subsidiaries — (274 ) — 274 — Net cash from/(used in) investing activities $ 105 $ (320 ) $ (304 ) $ 271 $ (248 ) CASH FLOWS (USED IN)/FROM FINANCING ACTIVITIES Net (payments on)/draw down of revolving credit facility — 220 — — 220 Debt issuance costs — — (1 ) — (1 ) Repayments of debt — (8 ) — — (8 ) Repurchase of shares (79 ) — — — (79 ) Proceeds from issuance of shares and excess tax benefit 84 — 279 (274 ) 89 Dividends paid (109 ) — — — (109 ) Acquisitions of and dividends paid to noncontrolling interests — — (8 ) — (8 ) Proceeds from intercompany financing activities — 218 86 (304 ) — Repayments of intercompany financing activities — (189 ) (118 ) 307 — Net cash (used in)/from financing activities $ (104 ) $ 241 $ 238 $ (271 ) $ 104 DECREASE IN CASH AND CASH EQUIVALENTS (3 ) — (134 ) — (137 ) Effect of exchange rate changes on cash and cash equivalents — — (15 ) — (15 ) CASH AND CASH EQUIVALENTS, BEGINNING OF PERIOD 9 2 624 — 635 CASH AND CASH EQUIVALENTS, END OF PERIOD $ 6 $ 2 $ 475 $ — $ 483 Financial Information for Issuer, Parent Guarantor, Other Guarantor Subsidiaries and Non-Guarantor Subsidiaries Trinity Acquisition plc (formerly Trinity Acquisition Limited) has $2.1 billion of senior notes outstanding, of which $525 million were issued on August 15, 2013, $1.0 billion were issued on March 15, 2016 and €540 million ( $609 million ) were issued on May 26, 2016. 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 U.K. Holdings Limited, TA I Limited, Willis Group Limited and Willis North America Inc., and additionally, effective from March 9, 2016, Willis Towers Watson Sub Holdings Limited and WTW Bermuda Holdings Ltd., 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 plc (formerly 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 Tower |
Financial Information for Par25
Financial Information for Parent Issuer, Guarantor Subsidiaries and Non-Guarantor Subsidiaries | 6 Months Ended |
Jun. 30, 2016 | |
Condensed Financial Information of Parent Company Only Disclosure [Abstract] | |
Financial Information for Parent Issuer, Guarantor Subsidiaries and Non-Guarantor Subsidiaries | Financial Information for Parent Guarantor, Other Guarantor Subsidiaries and Non-Guarantor Subsidiaries Willis North America Inc. (‘Willis North America’) 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 U.K. Holdings Limited, TA I Limited, Trinity Acquisition plc (formerly Trinity Acquisition Limited), Willis Group Limited and additionally, effective from March 9, 2016, Willis Towers Watson Sub Holdings Limited and WTW Bermuda Holdings Ltd., 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 as of June 30, 2016 of Willis Towers Watson, the Other Guarantors and the Issuer. The entities included in the Other Guarantors column as of June 30, 2016 are Willis Towers Watson Sub Holdings Limited, Willis Netherlands Holdings B.V., Willis Investment U.K. Holdings Limited, TA I Limited, WTW Bermuda Holdings Ltd., Trinity Acquisition plc (formerly Trinity Acquisition Limited) and Willis Group Limited. Unaudited Condensed Consolidated Statement of Operations Three Months Ended June 30, 2016 Willis The Other The Other Consolidating Consolidated Revenues Commissions and fees $ — $ — $ 4 $ 1,890 $ — $ 1,894 Interest and other income — 1 — 54 — 55 Total revenues — 1 4 1,944 — 1,949 Costs of providing services Salaries and benefits (1 ) (1 ) (10 ) (1,189 ) — (1,201 ) Other operating expenses (2 ) (22 ) (14 ) (335 ) — (373 ) Depreciation — (1 ) (3 ) (40 ) — (44 ) Amortization — — — (125 ) — (125 ) Restructuring costs — (7 ) (7 ) (27 ) — (41 ) Integration expenses 1 — (4 ) (26 ) — (29 ) Total costs of providing services (2 ) (31 ) (38 ) (1,742 ) — (1,813 ) (Loss) Income from operations (2 ) (30 ) (34 ) 202 — 136 Income from Group undertakings — 120 62 40 (222 ) — Expenses due to Group undertakings — (26 ) (43 ) (153 ) 222 — Interest expense (6 ) (26 ) (9 ) (6 ) — (47 ) Other income/(expense), net — 2 — 4 — 6 (LOSS) INCOME FROM CONTINUING OPERATIONS BEFORE INCOME TAXES AND INTEREST IN EARNINGS OF ASSOCIATES (8 ) 40 (24 ) 87 — 95 Benefit/(provision) for income taxes — 10 3 (32 ) — (19 ) (LOSS) INCOME FROM CONTINUING OPERATIONS BEFORE INTEREST IN EARNINGS OF ASSOCIATES (8 ) 50 (21 ) 55 — 76 Equity account for subsidiaries 80 7 107 — (194 ) — NET INCOME 72 57 86 55 (194 ) 76 Income attributable to non-controlling interests — — — (4 ) — (4 ) NET INCOME ATTRIBUTABLE TO WILLIS TOWERS WATSON $ 72 $ 57 $ 86 $ 51 $ (194 ) $ 72 Unaudited Condensed Consolidated Statement of Comprehensive Income Three Months Ended June 30, 2016 Willis Towers Watson The Other Guarantors The Issuer Other Consolidating adjustments Consolidated Comprehensive (loss)/income before non-controlling interests $ (56 ) $ (70 ) $ 27 $ (61 ) $ 98 $ (62 ) Less: Comprehensive loss/(income) attributable to non-controlling interest — — — 6 — 6 Comprehensive (loss)/income attributable to Willis Towers Watson $ (56 ) $ (70 ) $ 27 $ (55 ) $ 98 $ (56 ) Unaudited Condensed Consolidated Statement of Operations Three Months Ended June 30, 2015 Willis The Other The Other Consolidating Consolidated Revenues Commissions and fees $ — $ — $ — $ 917 $ — $ 917 Interest and other income — — — 5 — 5 Total revenues — — — 922 — 922 Costs of providing services Salaries and benefits (1 ) — (22 ) (538 ) — (561 ) Other operating expenses — (41 ) (9 ) (129 ) — (179 ) Depreciation — (2 ) (4 ) (17 ) — (23 ) Amortization — — — (16 ) — (16 ) Restructuring costs — — (8 ) (30 ) — (38 ) Total costs of providing services (1 ) (43 ) (43 ) (730 ) — (817 ) (Loss) Income from operations (1 ) (43 ) (43 ) 192 — 105 Income from Group undertakings — 56 56 24 (136 ) — Expenses due to Group undertakings — (7 ) (45 ) (84 ) 136 — Interest expense (10 ) (9 ) (11 ) (5 ) — (35 ) Other income/(expense), net 4 (6 ) — 25 — 23 (LOSS) INCOME FROM CONTINUING OPERATIONS BEFORE INCOME TAXES AND INTEREST IN EARNINGS OF ASSOCIATES (7 ) (9 ) (43 ) 152 — 93 Benefit/(provision) for income taxes — 11 14 (44 ) — (19 ) (LOSS) INCOME FROM CONTINUING OPERATIONS BEFORE INTEREST IN EARNINGS OF ASSOCIATES (7 ) 2 (29 ) 108 — 74 Interest in earnings/(loss) of associates, net of tax — 2 — (4 ) — (2 ) Equity account for subsidiaries 77 71 30 — (178 ) — NET INCOME 70 75 1 104 (178 ) 72 Income attributable to non-controlling interests — — — (2 ) — (2 ) NET INCOME ATTRIBUTABLE TO WILLIS TOWERS WATSON $ 70 $ 75 $ 1 $ 102 $ (178 ) $ 70 Unaudited Condensed Consolidated Statement of Comprehensive Income Three Months Ended June 30, 2015 Willis Towers Watson The Other Guarantors The Issuer Other Consolidating adjustments Consolidated Comprehensive income/(loss) before non-controlling interests $ 150 $ 154 $ 4 $ 176 $ (328 ) $ 156 Less: Comprehensive (income)/loss attributable to non-controlling interest — — — (6 ) — (6 ) Comprehensive income/(loss) attributable to Willis Towers Watson $ 150 $ 154 $ 4 $ 170 $ (328 ) $ 150 Unaudited Condensed Consolidated Statement of Operations Six Months Ended June 30, 2016 Willis The Other The Other Consolidating Consolidated Revenues Commissions and fees $ — $ — $ 11 $ 4,102 $ — $ 4,113 Interest and other income — 1 — 69 — 70 Total revenues — 1 11 4,171 — 4,183 Costs of providing services Salaries and benefits (1 ) (1 ) (24 ) (2,371 ) — (2,397 ) Other operating expenses (3 ) (57 ) (72 ) (672 ) — (804 ) Depreciation — (2 ) (7 ) (78 ) — (87 ) Amortization — — — (286 ) — (286 ) Restructuring costs — (11 ) (16 ) (39 ) — (66 ) Integration expenses — (12 ) (10 ) (59 ) — (81 ) Total costs of providing services (4 ) (83 ) (129 ) (3,505 ) — (3,721 ) (Loss) Income from operations (4 ) (82 ) (118 ) 666 — 462 Income from Group undertakings — 241 116 70 (427 ) — Expenses due to Group undertakings — (40 ) (86 ) (301 ) 427 — Interest expense (17 ) (43 ) (19 ) (14 ) — (93 ) Other (expense)/income, net (1 ) 2 — (13 ) — (12 ) (LOSS) INCOME FROM CONTINUING OPERATIONS BEFORE INCOME TAXES AND INTEREST IN EARNINGS OF ASSOCIATES (22 ) 78 (107 ) 408 — 357 Benefit/(provision) for income taxes — 23 31 (91 ) — (37 ) (LOSS) INCOME FROM CONTINUING OPERATIONS BEFORE INTEREST IN EARNINGS OF ASSOCIATES (22 ) 101 (76 ) 317 — 320 Interest in earnings/(loss) of associates, net of tax — — — 1 — 1 Equity account for subsidiaries 332 206 121 — (659 ) — NET INCOME 310 307 45 318 (659 ) 321 Income attributable to non-controlling interests — — — (11 ) — (11 ) NET INCOME ATTRIBUTABLE TO WILLIS TOWERS WATSON $ 310 $ 307 $ 45 $ 307 $ (659 ) $ 310 Unaudited Condensed Consolidated Statement of Comprehensive Income Six Months Ended June 30, 2016 Willis Towers Watson The Other Guarantors The Issuer Other Consolidating adjustments Consolidated Comprehensive (loss)/income before non-controlling interests $ 166 $ 162 $ (31 ) $ 179 $ (307 ) $ 169 Less: Comprehensive (income)/loss attributable to non-controlling interest — — — (3 ) — (3 ) Comprehensive (loss)/income attributable to Willis Towers Watson $ 166 $ 162 $ (31 ) $ 176 $ (307 ) $ 166 Unaudited Condensed Consolidated Statement of Operations Six Months Ended June 30, 2015 Willis The Other The Other Consolidating Consolidated Revenues Commissions and fees $ — $ — $ 4 $ 1,994 $ — $ 1,998 Interest and other income — — — 11 — 11 Total revenues — — 4 2,005 — 2,009 Costs of providing services Salaries and benefits (1 ) — (42 ) (1,085 ) — (1,128 ) Other operating expenses (9 ) (55 ) (11 ) (264 ) — (339 ) Depreciation — (3 ) (8 ) (34 ) — (45 ) Amortization — — — (30 ) — (30 ) Restructuring costs — (14 ) (13 ) (42 ) — (69 ) Total costs of providing services (10 ) (72 ) (74 ) (1,455 ) — (1,611 ) (Loss) Income from operations (10 ) (72 ) (70 ) 550 — 398 Income from Group undertakings — 110 112 49 (271 ) — Expenses due to Group undertakings — (15 ) (89 ) (167 ) 271 — Interest expense (21 ) (18 ) (22 ) (7 ) — (68 ) Other (expense)/income, net (8 ) — — 24 1 17 (LOSS) INCOME FROM CONTINUING OPERATIONS BEFORE INCOME TAXES AND INTEREST IN EARNINGS OF ASSOCIATES (39 ) 5 (69 ) 449 1 347 Benefit/(provision) for income taxes — 17 22 (114 ) — (75 ) (LOSS) INCOME FROM CONTINUING OPERATIONS BEFORE INTEREST IN EARNINGS OF ASSOCIATES (39 ) 22 (47 ) 335 1 272 Interest in earnings/(loss) of associates, net of tax — 4 — 10 — 14 Equity account for subsidiaries 319 286 96 — (701 ) — NET INCOME 280 312 49 345 (700 ) 286 Income attributable to non-controlling interests — — — (6 ) — (6 ) NET INCOME ATTRIBUTABLE TO WILLIS TOWERS WATSON $ 280 $ 312 $ 49 $ 339 $ (700 ) $ 280 Unaudited Condensed Consolidated Statement of Comprehensive Income Six Months Ended June 30, 2015 Willis Towers Watson The Other Guarantors The Issuer Other Consolidating adjustments Consolidated Comprehensive income/(loss) before non-controlling interests $ 474 $ 508 $ 55 $ 546 $ (1,106 ) $ 477 Less: Comprehensive (income)/loss attributable to non-controlling interest — — — (3 ) — (3 ) Comprehensive income/(loss) attributable to Willis Towers Watson $ 474 $ 508 $ 55 $ 543 $ (1,106 ) $ 474 Unaudited Condensed Consolidated Balance Sheet As of June 30, 2016 Willis The Other The Other Consolidating Consolidated ASSETS Cash and cash equivalents $ — $ 63 $ — $ 886 $ — $ 949 Fiduciary assets — — — 11,767 — 11,767 Accounts receivable, net — — 4 2,183 — 2,187 Prepaid and other current assets — 65 20 280 (38 ) 327 Amounts due from group undertakings 7,700 5,590 872 1,922 (16,084 ) — Total current assets 7,700 5,718 896 17,038 (16,122 ) 15,230 Investments in subsidiaries 3,951 8,415 5,911 — (18,277 ) — Fixed assets, net — 31 33 730 — 794 Goodwill — — — 10,527 — 10,527 Other intangible assets, net — — — 4,713 — 4,713 Pension benefits assets — — — 815 — 815 Other non-current assets — 4 54 275 (3 ) 330 Non-current amounts due from group undertakings — 918 810 — (1,728 ) — Total non-current assets 3,951 9,368 6,808 17,060 (20,008 ) 17,179 TOTAL ASSETS $ 11,651 $ 15,086 $ 7,704 $ 34,098 $ (36,130 ) $ 32,409 LIABILITIES AND EQUITY Fiduciary liabilities $ — $ — $ — $ 11,767 $ — $ 11,767 Deferred revenue and accrued expenses 1 15 19 1,186 — 1,221 Short-term debt and current portion of long-term debt — 22 394 112 — 528 Other current liabilities 75 94 — 770 (38 ) 901 Amounts due to group undertakings 30 8,743 1,713 5,598 (16,084 ) — Total current liabilities 106 8,874 2,126 19,433 (16,122 ) 14,417 Long-term debt 495 2,389 186 211 — 3,281 Liability for pension benefits — — — 1,160 — 1,160 Deferred tax liabilities — — 1 1,158 (3 ) 1,156 Provision for liabilities — — 120 474 — 594 Other non-current liabilities — 46 15 500 — 561 Amounts due to group undertakings — — 518 1,210 (1,728 ) — Total non-current liabilities 495 2,435 840 4,713 (1,731 ) 6,752 TOTAL LIABILITIES 601 11,309 2,966 24,146 (17,853 ) 21,169 REDEEMABLE NONCONTROLLING INTEREST — — — 52 — 52 EQUITY Total Willis Towers Watson shareholders’ equity 11,050 3,777 4,738 9,762 (18,277 ) 11,050 Noncontrolling interests — — — 138 — 138 Total equity 11,050 3,777 4,738 9,900 (18,277 ) 11,188 TOTAL LIABILITIES AND EQUITY $ 11,651 $ 15,086 $ 7,704 $ 34,098 $ (36,130 ) $ 32,409 Unaudited Condensed Consolidated Balance Sheet As of December 31, 2015 Willis The Other The Other Consolidating Consolidated ASSETS Cash and cash equivalents $ 3 $ 2 $ — $ 527 $ — $ 532 Fiduciary assets — — — 10,458 — 10,458 Accounts receivable, net — — 7 1,251 — 1,258 Prepaid and 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 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 Pension benefits assets — — — 623 — 623 Other non-current assets — 8 2 288 — 298 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 EQUITY Fiduciary liabilities $ — $ — $ — $ 10,458 $ — $ 10,458 Deferred revenue and accrued expenses 1 13 55 683 — 752 Short-term debt and current portion of long-term debt 300 609 — 79 — 988 Other current liabilities 15 38 23 534 (7 ) 603 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 Long-term debt 495 1,203 580 — — 2,278 Liability for pension benefits — — — 279 — 279 Deferred tax liabilities — 1 — 239 — 240 Provision for liabilities — — — 295 — 295 Investments in subsidiaries 387 — — — (387 ) — 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 REDEEMABLE NONCONTROLLING INTEREST — — — 53 — 53 EQUITY Total Willis Towers Watson shareholders’ 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 Unaudited Condensed Consolidated Statement of Cash Flows Six Months Ended June 30, 2016 Willis The Other The Other Consolidating Consolidated NET CASH FROM/(USED IN) OPERATING ACTIVITIES $ 42 $ (418 ) $ (187 ) $ 991 $ (1 ) $ 427 CASH FLOWS FROM/(USED IN) INVESTING ACTIVITIES Additions to fixed assets and software for internal use — (9 ) (5 ) (78 ) — (92 ) Capitalized software costs — — — (42 ) — (42 ) Acquisitions of operations, net of cash acquired — — — 419 — 419 Redemptions of held-to-maturity investments — — — 11 — 11 Sales and redemptions of available for sale securities — — — 11 — 11 Other, net — — — 1 — 1 Repayments of intercompany investing activities (4,268 ) (3,696 ) — (696 ) 8,660 — Reduction in investment in subsidiaries 4,600 3,600 — — (8,200 ) — Additional investment in subsidiaries — (4,600 ) — (3,600 ) 8,200 — Net cash from/(used in) investing activities $ 332 $ (4,705 ) $ (5 ) $ (3,974 ) $ 8,660 $ 308 CASH FLOWS (USED IN)/FROM FINANCING ACTIVITIES Net (payments on)/draw down of revolving credit facility — (393 ) — — — (393 ) Senior notes issued — 1,606 — — — 1,606 Proceeds from issue of other debt — 400 — 4 — 404 Debt issuance costs — (14 ) — — — (14 ) Repayments of debt (300 ) (1,026 ) — (500 ) — (1,826 ) Repurchase of shares (38 ) — — — — (38 ) Proceeds from issuance of shares and excess tax benefit 28 — — — — 28 Dividends paid (67 ) — — (1 ) 1 (67 ) Acquisitions of and dividends paid to noncontrolling interests — — — (15 ) — (15 ) Proceeds from intercompany financing activities — 4,611 192 3,857 (8,660 ) — Net cash (used in)/from financing activities $ (377 ) $ 5,184 $ 192 $ 3,345 $ (8,659 ) $ (315 ) (DECREASE)/INCREASE IN CASH AND CASH EQUIVALENTS (3 ) 61 — 362 — 420 Effect of exchange rate changes on cash and cash equivalents — — — (3 ) — (3 ) CASH AND CASH EQUIVALENTS, BEGINNING OF PERIOD 3 2 — 527 — 532 CASH AND CASH EQUIVALENTS, END OF PERIOD $ — $ 63 $ — $ 886 $ — $ 949 Unaudited Condensed Consolidated Statement of Cash Flows Six Months Ended June 30, 2015 Willis The Other The Other Consolidating Consolidated NET CASH (USED IN)/FROM OPERATING ACTIVITIES $ (4 ) $ 62 $ 17 $ (68 ) $ — $ 7 CASH FLOWS FROM/(USED IN) INVESTING ACTIVITIES Additions to fixed assets and software for internal use — (4 ) (5 ) (38 ) — (47 ) Acquisitions of operations, net of cash acquired — — — (228 ) — (228 ) Other, net — — — 27 — 27 Proceeds from intercompany investing activities 105 49 — 153 (307 ) — Repayments of intercompany investing activities — (72 ) (14 ) (218 ) 304 — Additional investment in subsidiaries — (274 ) — — 274 — Net cash from/(used in) investing activities $ 105 $ (301 ) $ (19 ) $ (304 ) $ 271 $ (248 ) CASH FLOWS (USED IN)/FROM FINANCING ACTIVITIES Net (payments on)/draw down of revolving credit facility — 220 — — — 220 Debt issuance costs — — — (1 ) — (1 ) Repayments of debt — (8 ) — — — (8 ) Repurchase of shares (79 ) — — — — (79 ) Proceeds from issuance of shares and excess tax benefit 84 — — 279 (274 ) 89 Dividends paid (109 ) — — — — (109 ) Acquisitions of and dividends paid to noncontrolling interests — — — (8 ) — (8 ) Proceeds from intercompany financing activities — 216 2 86 (304 ) — Repayments of intercompany financing activities — (189 ) — (118 ) 307 — Net cash (used in)/from financing activities $ (104 ) $ 239 $ 2 $ 238 $ (271 ) $ 104 DECREASE IN CASH AND CASH EQUIVALENTS (3 ) — — (134 ) — (137 ) Effect of exchange rate changes on cash and cash equivalents — — — (15 ) — (15 ) CASH AND CASH EQUIVALENTS, BEGINNING OF PERIOD 9 2 — 624 — 635 CASH AND CASH EQUIVALENTS, END OF PERIOD $ 6 $ 2 $ — $ 475 $ — $ 483 Financial Information for Parent Issuer, Guarantor Subsidiaries and Non-Guarantor Subsidiaries On March 17, 2011, the Company issued senior notes totaling $800 million in a registered public offering. On March 15, 2016, $300 million of these senior notes was repaid leaving $500 million outstanding. These debt securities were issued by Willis Towers Watson (‘WTW Debt Securities’) and are guaranteed by certain of the Company’s subsidiaries. Therefore, the Company is providing the condensed consolidating financial information below. The following wholly owned subsidiaries (directly or indirectly) fully and unconditionally guarantee the WTW Debt Securities on a joint and several basis: Willis Netherlands Holdings B.V., Willis Investment U.K. Holdings Limited, TA I Limited, Trinity Acquisition plc (formerly Trinity Acquisition Limited), Willis Group Limited, Willis North America, and additionally, effective from March 9, 2016, Willis Towers Watson Sub Holdings Limited and WTW Bermuda Holdings Ltd. (the ‘Guarantors’). The guarantor structure described above differs from the guarantor structure associated with the senior notes issued by Willis North America (the ‘Willis North America Debt Securities’) (and for which condensed consolidating financial information is presented in Note 17) in that Willis Towers Watson is the Parent Issuer and Willis North America is a subsidiary guarantor. Presented below is condensed consolidating financial information for: (i) Willis Towers Watson, which is the Parent Issuer; (ii) the Guarantors, which are all 100 percent directly or indirectly owned subsidiaries of the parent; (iii) Other, which are the non-guarantor subsidiaries, on a combined basis; (iv) Consolidating adjustments; and (v) the Consolidated Company. The equity method has been used for investments in subsidiaries in the condensed consolidating balance sheets as of June 30, 2016 of Willis Towers Watson and the Guarantors. The entities included in the Other Guarantors column as of June 30, 2016 are Willis Towers Watson Sub Holdings Limited, Willis Netherlands Holdings B.V., Willis Investment U.K. Holdings Limited, TA I Limited, WTW Bermuda Holdings Ltd., Trinity Acquisition plc (formerly Trinity Acquisition Limited), Willis Group Limited and Willis North America Inc. Unaudited Condensed Consolidated Statement of Operations Six Months Ended June 30, 2016 Willis The Other Consolidating Consolidated Revenues Commissions and fees $ — $ 11 $ 4,102 $ — $ 4,113 Interest and other income — 1 69 — 70 Total revenues — 12 4,171 — 4,183 Costs of providing services Salaries and benefits (1 ) (25 ) (2,371 ) — (2,397 ) Other operating expenses (3 ) (129 ) (672 ) — (804 ) Depreciation — (9 ) (78 ) — (87 ) Amortization — — (286 ) — (286 ) Restructuring costs — (27 ) (39 ) — (66 ) Integration expenses — (22 ) (59 ) — (81 ) Total costs of providing services (4 ) (212 ) (3,505 ) — (3,721 ) (Loss) Income from operations (4 ) (200 ) 666 — 462 Income from Group undertakings — 302 70 (372 ) — Expenses due to Group undertakings — (71 ) (301 ) 372 — Interest expense (17 ) (62 ) (14 ) — (93 ) Other (expense)/income, net (1 ) 2 (13 ) — (12 ) (LOSS) INCOME FROM CONTINUING OPERATIONS BEFORE INCOME TAXES AND INTEREST IN EARNINGS OF ASSOCIATES (22 ) (29 ) 408 — 357 Benefit/(provision) for income taxes — 54 (91 ) — (37 ) (LOSS) INCOME FROM CONTINUING OPERATIONS BEFORE INTEREST IN EARNINGS OF ASSOCIATES (22 ) 25 317 — 320 Interest in earnings/(loss) of associates, net of tax — — 1 — 1 Equity account for subsidiaries 332 282 — (614 ) — NET INCOME 310 307 318 (614 ) 321 Income attributable to non-controlling interests — — (11 ) — (11 ) NET INCOME ATTRIBUTABLE TO WILLIS TOWERS WATSON $ 310 $ 307 $ 307 $ (614 ) $ 310 Unaudited Condensed Consolidated Statement of Comprehensive Income Six Months Ended June 30, 2016 Willis Towers Watson — the Parent Issuer The Guarantors Other Consolidating adjustments Consolidated Comprehensive (loss)/income before non-controlling interests $ 166 $ 162 $ 179 $ (338 ) $ 169 Less: Comprehensive (income)/loss attributable to non-controlling interest — — (3 ) — (3 ) Comprehensive (loss)/income attributable to Willis Towers Watson $ 166 $ 162 $ 176 $ (338 ) $ 166 Unaudited Condensed Consolidated Statement of Operations Six Months Ended June 30, 2015 Willis The Other Consolidating Consolidated Revenues Commissions and fees $ — $ 4 $ 1,994 $ — $ 1,998 Interest and other income — — 11 — 11 Total revenues — 4 2,005 — 2,009 Costs of providing services Salaries and benefits (1 ) (42 ) (1,085 ) — (1,128 ) Other operating expenses (9 ) (66 ) (264 ) — (339 ) Depreciation — (11 ) (34 ) — (45 ) Amortization — — (30 ) — (30 ) Restructuring costs — (27 ) (42 ) — (69 ) Total costs of providing services (10 ) (146 ) (1,455 ) — (1,611 ) (Loss) Income from operations (10 ) (142 ) 550 — 398 Income from Group undertakings — 167 49 (216 ) — Expenses due to Group undertakings — (49 ) (167 ) 216 — Interest expense (21 ) (40 ) (7 ) — (68 ) Other (expense)/income, net (8 ) — 24 1 17 (LOSS) INCOME FROM CONTINUING OPERATIONS BEFORE INCOME TAXES AND INTEREST IN EARNINGS OF ASSOCIATES (39 ) (64 ) 449 1 347 Benefit/(provision) for income taxes — 39 (114 ) — (75 ) (LOSS) INCOME FROM CONTINUING OPERATIONS BEFORE INTEREST IN EARNINGS OF ASSOCIATES (39 ) (25 ) 335 1 272 Interest in earnings/(loss) of associates, net of tax — 4 10 — 14 Equity account for subsidiaries 319 333 — (652 ) — NET INCOME 280 312 345 (651 ) 286 Income attributable to non-controlling interests — — (6 ) — (6 ) NET INCOME ATTRIBUTABLE TO WILLIS TOWERS WATSON $ 280 $ 312 $ 339 $ (651 ) $ 280 Unaudited Condensed Consolidated Statement of Comprehensive Income Six Months Ended June 30, 2015 Willis Towers Watson — the Parent Issuer The Guarantors Other Consolidating adjustments Consolidated Comprehensive income/(loss) before non-controlling interests $ 474 $ 508 $ 546 $ (1,051 ) $ 477 Less: Comprehensive (income)/loss attributable to non-controlling interest — — (3 ) — (3 ) Comprehensive income/(loss) attributable to Willis Towers Watson $ 474 $ 508 $ 543 $ (1,051 ) $ 474 Unaudited Condensed Consolidated Balance Sheet As of June 30, 2016 Willis The Other Consolidating Consolidated ASSETS Cash and cash equivalents $ — $ 63 $ 886 $ — $ 949 Fiduciary assets — — 11,767 — 11,767 Accounts receivable, net — 4 2,183 — 2,187 Prepaid and other current assets — 85 280 (38 ) 327 Amounts due from group undertakings 7,700 4,695 1,922 (14,317 ) — Total current assets 7,700 4,847 17,038 (14,355 ) 15,230 Investments in subsidiaries 3,951 9,588 — (13,539 ) — Fixed assets, net — 64 730 — 794 Goodwill — — 10,527 — 10,527 Other intangible assets, net — — 4,713 — 4,713 Pension benefits assets — — 815 — 815 Other non-current assets — 58 275 (3 ) 330 Non-current amounts due from group undertakings — 1,729 — (1,729 ) — Total non-current assets 3,951 11,439 17,060 (15,271 ) 17,179 TOTAL ASSETS $ 11,651 $ 16,286 $ 34,098 $ (29,626 ) $ 32,409 LIABILITIES AND EQUITY Fiduciary liabilities $ — $ — $ 11,767 $ — $ 11,767 Deferred revenue and accrued expenses 1 34 1,186 — 1,221 Short-term debt and current portion of long-term debt — 416 112 — 528 Other current liabilities 75 94 770 (38 ) 901 Amounts due to group undertakings 30 8,689 5,598 (14,317 ) — Total current liabilities 106 9,233 19,433 (14,355 ) 14,417 Long-term debt 495 2,575 211 — 3,281 Liability for pension benefits — — 1,160 — 1,160 Deferred tax liabilities — 1 1,158 (3 ) 1,156 Provision for liabilities — 120 474 — 594 Other non-current liabilities — 61 500 — 561 Non-current amounts due to group undertakings — 519 1,210 (1,729 ) — Total non-current liabilities 495 3,276 4,713 (1,732 ) 6,752 TOTAL LIABILITIES 601 12,509 24,146 (16,087 ) 21,169 REDEEMABLE NONCONTROLLING INTEREST — — 52 — 52 EQUITY Total Willis Towers Watson shareholders’ equity 11,050 3,777 9,762 (13,539 ) 11,050 Noncontrolling interests — — 138 — 138 Total equity 11,050 3,777 9,900 (13,539 ) 11,188 TOTAL LIABILITIES AND EQUITY $ 11,651 $ 16,286 $ 34,098 $ (29,626 ) $ 32,409 Unaudited Condensed Consolidated Balance Sheet As of December 31, 2015 Willis Towers Watson — the Parent Issuer The Guarantors Other Consolidating adjustments Consolidated ASSETS Cash and cash equivalents $ 3 $ 2 $ 527 $ — $ 532 Fiduciary assets — — 10,458 — 10,458 Accounts receivable, net — 7 1,251 — 1,258 Prepaid and other current assets 1 67 194 (7 ) 255 Amounts due from group undertakings 3,423 1,257 1,259 (5,939 ) — Total current assets 3,427 1,333 13,689 (5,946 ) 12,503 Investments in subsidiaries — 4,275 — (4,275 ) — Fixed assets, net — 58 505 — 563 Goodwill — — 3,737 — 3,737 Other intangible assets, net — — 1,115 — 1,115 Pension benefits assets — — 623 — 623 Other non-current assets — 10 288 — 298 Non-current amounts due from group undertakings — 785 — (785 ) — Total non-current assets — 5,128 6,268 (5,060 ) 6,336 TOTAL ASSETS $ 3,427 $ 6,461 $ 19,957 $ (11,006 ) $ 18,839 LIABILITIES AND EQUITY Fiduciary liabilities $ — $ — $ 10,458 $ — $ 10,458 Deferred revenue and accrued expenses 1 68 683 — 752 Short-term debt and current portion of long-term debt 300 609 79 — 988 Other current liabilities 15 61 534 (7 ) 603 Amounts due to group undertakings — 4,437 1,502 (5,939 ) — Total current liabilities 316 5,175 13,256 (5,946 ) 12,801 Investments in subsidiaries 387 — — (387 ) — Long-term debt 495 1,783 — — 2,278 Liability for pension benefits — — 279 — 279 Deferred tax liabilities — 1 239 — 240 Provision for liabilities — — 295 — 295 Other non-current liabilities — 36 497 — 533 Non-current amounts due to group undertakings — — 785 (785 ) — Total non-current liabilities 882 1,820 2,095 (1,172 ) 3,625 TOTAL LIABILITIES 1,198 6,995 15,351 (7,118 ) 16,426 REDEEMABLE NONCONTROLLING INTEREST — — 53 — 53 EQUITY Total Willis Towers Watson shareholders’ equity 2,229 (534 ) 4,422 (3,888 ) 2,229 Noncontrolling interests — — 131 — 131 Total equity 2,229 (534 ) 4,553 (3,888 ) 2,360 TOTAL LIABILITIES AND EQUITY $ 3,427 $ 6,461 $ 19,957 $ (11,006 ) $ 18,839 Unaudited Condensed Consolidated Statement of Cash Flows Six Months Ended June 30, 2016 Willis The Other Consolidating Consolidated NET CASH FROM/(USED IN) OPERATING ACTIVITIES $ 42 $ (605 ) $ 991 $ (1 ) $ 427 CASH FLOWS FROM/(USED IN) INVESTING ACTIVITIES Additions to fixed assets and software for internal use — (14 ) (78 ) — (92 ) Capitalized software costs — — (42 ) — (42 ) Acquisitions of operations, net of cash acquired — — 419 — 419 Redemptions of held-to-maturity investments — — 11 — 11 Sales and redemptions of available for sale securities — — 11 — 11 Other, net — — 1 — 1 Repayments of intercompany investing activities (4,268 ) (3,696 ) (696 ) 8,660 — Reduction in investment in subsidiaries 4,600 3,600 — (8,200 ) — Additional investment in subsidiaries — (4,600 ) (3,600 ) 8,200 — Net cash from/(used in) investing activities $ 332 $ (4,710 ) $ (3,974 ) $ 8,660 $ 308 CASH FLOWS (USED IN)/FROM FINANCING ACTIVITIES Net (payments on)/draw down of revolving credit facility — (393 ) — — (393 ) Senior notes issued — 1,606 — — 1,606 Proceeds from issue of other debt — 400 4 — 404 Debt issuance costs — (14 ) — — (14 ) Repayments of debt (300 ) (1,026 ) (500 ) — (1,826 ) Repurchase of shares (38 ) — — — (38 ) Proceeds from issuance of shares and excess tax benefit 28 — — — 28 Dividends paid (67 ) — (1 ) 1 (67 ) Acquisitions of and dividends paid to noncontrolling interests — — (15 ) — (15 ) Proceeds from intercompany financing activities — 4,803 3,857 (8,660 ) — Net cash (used in)/from financing activities $ (377 ) $ 5,376 $ 3,345 $ (8,659 ) $ (315 ) (DECREASE)/INCREASE IN CASH AND CASH EQUIVALENTS (3 ) 61 362 — 420 Effect of exchange rate changes on cash and cash equivalents — — (3 ) — (3 ) CASH AND CASH EQUIVALENTS, BEGINNING OF PERIOD 3 2 527 — 532 CASH AND CASH EQUIVALENTS, END OF PERIOD $ — $ 63 $ 886 $ — $ 949 Unaudited Condensed Consolidated Statement of Cash Flows Six Months Ended June 30, 2015 Willis The Other Consolidating Consolidated NET CASH (USED IN)/FROM OPERATING ACTIVITIES $ (4 ) $ 79 $ (68 ) $ — $ 7 CASH FLOWS FROM/(USED IN) INVESTING ACTIVITIES Additions to fixed assets and software for internal use — (9 ) (38 ) — (47 ) Acquisitions of operations, net of cash acquired — — (228 ) — (228 ) Other, net — — 27 — 27 Proceeds from intercompany investing activities 105 49 153 (307 ) — Repayments of intercompany investing activities — (86 ) (218 ) 304 — Additional investment in subsidiaries — (274 ) — 274 — Net cash from/(used in) investing activities $ 105 $ (320 ) $ (304 ) $ 271 $ (248 ) CASH FLOWS (USED IN)/FROM FINANCING ACTIVITIES Net (payments on)/draw down of revolving credit facility — 220 — — 220 Debt issuance costs — — (1 ) — (1 ) Repayments of debt — (8 ) — — (8 ) Repurchase of shares (79 ) — — — (79 ) Proceeds from issuance of shares and excess tax benefit 84 — 279 (274 ) 89 Dividends paid (109 ) — — — (109 ) Acquisitions of and dividends paid to noncontrolling interests — — (8 ) — (8 ) Proceeds from intercompany financing activities — 218 86 (304 ) — Repayments of intercompany financing activities — (189 ) (118 ) 307 — Net cash (used in)/from financing activities $ (104 ) $ 241 $ 238 $ (271 ) $ 104 DECREASE IN CASH AND CASH EQUIVALENTS (3 ) — (134 ) — (137 ) Effect of exchange rate changes on cash and cash equivalents — — (15 ) — (15 ) CASH AND CASH EQUIVALENTS, BEGINNING OF PERIOD 9 2 624 — 635 CASH AND CASH EQUIVALENTS, END OF PERIOD $ 6 $ 2 $ 475 $ — $ 483 Financial Information for Issuer, Parent Guarantor, Other Guarantor Subsidiaries and Non-Guarantor Subsidiaries Trinity Acquisition plc (formerly Trinity Acquisition Limited) has $2.1 billion of senior notes outstanding, of which $525 million were issued on August 15, 2013, $1.0 billion were issued on March 15, 2016 and €540 million ( $609 million ) were issued on May 26, 2016. 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 U.K. Holdings Limited, TA I Limited, Willis Group Limited and Willis North America Inc., and additionally, effective from March 9, 2016, Willis Towers Watson Sub Holdings Limited and WTW Bermuda Holdings Ltd., 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 plc (formerly 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 Tower |
Financial Information for Issue
Financial Information for Issuer, Parent Guarantor, Other Guarantor Subsidiaries and Non-Guarantor Subsidiaries | 6 Months Ended |
Jun. 30, 2016 | |
Condensed Financial Information of Parent Company Only Disclosure [Abstract] | |
Financial Information for Issuer, Parent Guarantor, Other Guarantor Subsidiaries and Non-Guarantor Subsidiaries | Financial Information for Parent Guarantor, Other Guarantor Subsidiaries and Non-Guarantor Subsidiaries Willis North America Inc. (‘Willis North America’) 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 U.K. Holdings Limited, TA I Limited, Trinity Acquisition plc (formerly Trinity Acquisition Limited), Willis Group Limited and additionally, effective from March 9, 2016, Willis Towers Watson Sub Holdings Limited and WTW Bermuda Holdings Ltd., 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 as of June 30, 2016 of Willis Towers Watson, the Other Guarantors and the Issuer. The entities included in the Other Guarantors column as of June 30, 2016 are Willis Towers Watson Sub Holdings Limited, Willis Netherlands Holdings B.V., Willis Investment U.K. Holdings Limited, TA I Limited, WTW Bermuda Holdings Ltd., Trinity Acquisition plc (formerly Trinity Acquisition Limited) and Willis Group Limited. Unaudited Condensed Consolidated Statement of Operations Three Months Ended June 30, 2016 Willis The Other The Other Consolidating Consolidated Revenues Commissions and fees $ — $ — $ 4 $ 1,890 $ — $ 1,894 Interest and other income — 1 — 54 — 55 Total revenues — 1 4 1,944 — 1,949 Costs of providing services Salaries and benefits (1 ) (1 ) (10 ) (1,189 ) — (1,201 ) Other operating expenses (2 ) (22 ) (14 ) (335 ) — (373 ) Depreciation — (1 ) (3 ) (40 ) — (44 ) Amortization — — — (125 ) — (125 ) Restructuring costs — (7 ) (7 ) (27 ) — (41 ) Integration expenses 1 — (4 ) (26 ) — (29 ) Total costs of providing services (2 ) (31 ) (38 ) (1,742 ) — (1,813 ) (Loss) Income from operations (2 ) (30 ) (34 ) 202 — 136 Income from Group undertakings — 120 62 40 (222 ) — Expenses due to Group undertakings — (26 ) (43 ) (153 ) 222 — Interest expense (6 ) (26 ) (9 ) (6 ) — (47 ) Other income/(expense), net — 2 — 4 — 6 (LOSS) INCOME FROM CONTINUING OPERATIONS BEFORE INCOME TAXES AND INTEREST IN EARNINGS OF ASSOCIATES (8 ) 40 (24 ) 87 — 95 Benefit/(provision) for income taxes — 10 3 (32 ) — (19 ) (LOSS) INCOME FROM CONTINUING OPERATIONS BEFORE INTEREST IN EARNINGS OF ASSOCIATES (8 ) 50 (21 ) 55 — 76 Equity account for subsidiaries 80 7 107 — (194 ) — NET INCOME 72 57 86 55 (194 ) 76 Income attributable to non-controlling interests — — — (4 ) — (4 ) NET INCOME ATTRIBUTABLE TO WILLIS TOWERS WATSON $ 72 $ 57 $ 86 $ 51 $ (194 ) $ 72 Unaudited Condensed Consolidated Statement of Comprehensive Income Three Months Ended June 30, 2016 Willis Towers Watson The Other Guarantors The Issuer Other Consolidating adjustments Consolidated Comprehensive (loss)/income before non-controlling interests $ (56 ) $ (70 ) $ 27 $ (61 ) $ 98 $ (62 ) Less: Comprehensive loss/(income) attributable to non-controlling interest — — — 6 — 6 Comprehensive (loss)/income attributable to Willis Towers Watson $ (56 ) $ (70 ) $ 27 $ (55 ) $ 98 $ (56 ) Unaudited Condensed Consolidated Statement of Operations Three Months Ended June 30, 2015 Willis The Other The Other Consolidating Consolidated Revenues Commissions and fees $ — $ — $ — $ 917 $ — $ 917 Interest and other income — — — 5 — 5 Total revenues — — — 922 — 922 Costs of providing services Salaries and benefits (1 ) — (22 ) (538 ) — (561 ) Other operating expenses — (41 ) (9 ) (129 ) — (179 ) Depreciation — (2 ) (4 ) (17 ) — (23 ) Amortization — — — (16 ) — (16 ) Restructuring costs — — (8 ) (30 ) — (38 ) Total costs of providing services (1 ) (43 ) (43 ) (730 ) — (817 ) (Loss) Income from operations (1 ) (43 ) (43 ) 192 — 105 Income from Group undertakings — 56 56 24 (136 ) — Expenses due to Group undertakings — (7 ) (45 ) (84 ) 136 — Interest expense (10 ) (9 ) (11 ) (5 ) — (35 ) Other income/(expense), net 4 (6 ) — 25 — 23 (LOSS) INCOME FROM CONTINUING OPERATIONS BEFORE INCOME TAXES AND INTEREST IN EARNINGS OF ASSOCIATES (7 ) (9 ) (43 ) 152 — 93 Benefit/(provision) for income taxes — 11 14 (44 ) — (19 ) (LOSS) INCOME FROM CONTINUING OPERATIONS BEFORE INTEREST IN EARNINGS OF ASSOCIATES (7 ) 2 (29 ) 108 — 74 Interest in earnings/(loss) of associates, net of tax — 2 — (4 ) — (2 ) Equity account for subsidiaries 77 71 30 — (178 ) — NET INCOME 70 75 1 104 (178 ) 72 Income attributable to non-controlling interests — — — (2 ) — (2 ) NET INCOME ATTRIBUTABLE TO WILLIS TOWERS WATSON $ 70 $ 75 $ 1 $ 102 $ (178 ) $ 70 Unaudited Condensed Consolidated Statement of Comprehensive Income Three Months Ended June 30, 2015 Willis Towers Watson The Other Guarantors The Issuer Other Consolidating adjustments Consolidated Comprehensive income/(loss) before non-controlling interests $ 150 $ 154 $ 4 $ 176 $ (328 ) $ 156 Less: Comprehensive (income)/loss attributable to non-controlling interest — — — (6 ) — (6 ) Comprehensive income/(loss) attributable to Willis Towers Watson $ 150 $ 154 $ 4 $ 170 $ (328 ) $ 150 Unaudited Condensed Consolidated Statement of Operations Six Months Ended June 30, 2016 Willis The Other The Other Consolidating Consolidated Revenues Commissions and fees $ — $ — $ 11 $ 4,102 $ — $ 4,113 Interest and other income — 1 — 69 — 70 Total revenues — 1 11 4,171 — 4,183 Costs of providing services Salaries and benefits (1 ) (1 ) (24 ) (2,371 ) — (2,397 ) Other operating expenses (3 ) (57 ) (72 ) (672 ) — (804 ) Depreciation — (2 ) (7 ) (78 ) — (87 ) Amortization — — — (286 ) — (286 ) Restructuring costs — (11 ) (16 ) (39 ) — (66 ) Integration expenses — (12 ) (10 ) (59 ) — (81 ) Total costs of providing services (4 ) (83 ) (129 ) (3,505 ) — (3,721 ) (Loss) Income from operations (4 ) (82 ) (118 ) 666 — 462 Income from Group undertakings — 241 116 70 (427 ) — Expenses due to Group undertakings — (40 ) (86 ) (301 ) 427 — Interest expense (17 ) (43 ) (19 ) (14 ) — (93 ) Other (expense)/income, net (1 ) 2 — (13 ) — (12 ) (LOSS) INCOME FROM CONTINUING OPERATIONS BEFORE INCOME TAXES AND INTEREST IN EARNINGS OF ASSOCIATES (22 ) 78 (107 ) 408 — 357 Benefit/(provision) for income taxes — 23 31 (91 ) — (37 ) (LOSS) INCOME FROM CONTINUING OPERATIONS BEFORE INTEREST IN EARNINGS OF ASSOCIATES (22 ) 101 (76 ) 317 — 320 Interest in earnings/(loss) of associates, net of tax — — — 1 — 1 Equity account for subsidiaries 332 206 121 — (659 ) — NET INCOME 310 307 45 318 (659 ) 321 Income attributable to non-controlling interests — — — (11 ) — (11 ) NET INCOME ATTRIBUTABLE TO WILLIS TOWERS WATSON $ 310 $ 307 $ 45 $ 307 $ (659 ) $ 310 Unaudited Condensed Consolidated Statement of Comprehensive Income Six Months Ended June 30, 2016 Willis Towers Watson The Other Guarantors The Issuer Other Consolidating adjustments Consolidated Comprehensive (loss)/income before non-controlling interests $ 166 $ 162 $ (31 ) $ 179 $ (307 ) $ 169 Less: Comprehensive (income)/loss attributable to non-controlling interest — — — (3 ) — (3 ) Comprehensive (loss)/income attributable to Willis Towers Watson $ 166 $ 162 $ (31 ) $ 176 $ (307 ) $ 166 Unaudited Condensed Consolidated Statement of Operations Six Months Ended June 30, 2015 Willis The Other The Other Consolidating Consolidated Revenues Commissions and fees $ — $ — $ 4 $ 1,994 $ — $ 1,998 Interest and other income — — — 11 — 11 Total revenues — — 4 2,005 — 2,009 Costs of providing services Salaries and benefits (1 ) — (42 ) (1,085 ) — (1,128 ) Other operating expenses (9 ) (55 ) (11 ) (264 ) — (339 ) Depreciation — (3 ) (8 ) (34 ) — (45 ) Amortization — — — (30 ) — (30 ) Restructuring costs — (14 ) (13 ) (42 ) — (69 ) Total costs of providing services (10 ) (72 ) (74 ) (1,455 ) — (1,611 ) (Loss) Income from operations (10 ) (72 ) (70 ) 550 — 398 Income from Group undertakings — 110 112 49 (271 ) — Expenses due to Group undertakings — (15 ) (89 ) (167 ) 271 — Interest expense (21 ) (18 ) (22 ) (7 ) — (68 ) Other (expense)/income, net (8 ) — — 24 1 17 (LOSS) INCOME FROM CONTINUING OPERATIONS BEFORE INCOME TAXES AND INTEREST IN EARNINGS OF ASSOCIATES (39 ) 5 (69 ) 449 1 347 Benefit/(provision) for income taxes — 17 22 (114 ) — (75 ) (LOSS) INCOME FROM CONTINUING OPERATIONS BEFORE INTEREST IN EARNINGS OF ASSOCIATES (39 ) 22 (47 ) 335 1 272 Interest in earnings/(loss) of associates, net of tax — 4 — 10 — 14 Equity account for subsidiaries 319 286 96 — (701 ) — NET INCOME 280 312 49 345 (700 ) 286 Income attributable to non-controlling interests — — — (6 ) — (6 ) NET INCOME ATTRIBUTABLE TO WILLIS TOWERS WATSON $ 280 $ 312 $ 49 $ 339 $ (700 ) $ 280 Unaudited Condensed Consolidated Statement of Comprehensive Income Six Months Ended June 30, 2015 Willis Towers Watson The Other Guarantors The Issuer Other Consolidating adjustments Consolidated Comprehensive income/(loss) before non-controlling interests $ 474 $ 508 $ 55 $ 546 $ (1,106 ) $ 477 Less: Comprehensive (income)/loss attributable to non-controlling interest — — — (3 ) — (3 ) Comprehensive income/(loss) attributable to Willis Towers Watson $ 474 $ 508 $ 55 $ 543 $ (1,106 ) $ 474 Unaudited Condensed Consolidated Balance Sheet As of June 30, 2016 Willis The Other The Other Consolidating Consolidated ASSETS Cash and cash equivalents $ — $ 63 $ — $ 886 $ — $ 949 Fiduciary assets — — — 11,767 — 11,767 Accounts receivable, net — — 4 2,183 — 2,187 Prepaid and other current assets — 65 20 280 (38 ) 327 Amounts due from group undertakings 7,700 5,590 872 1,922 (16,084 ) — Total current assets 7,700 5,718 896 17,038 (16,122 ) 15,230 Investments in subsidiaries 3,951 8,415 5,911 — (18,277 ) — Fixed assets, net — 31 33 730 — 794 Goodwill — — — 10,527 — 10,527 Other intangible assets, net — — — 4,713 — 4,713 Pension benefits assets — — — 815 — 815 Other non-current assets — 4 54 275 (3 ) 330 Non-current amounts due from group undertakings — 918 810 — (1,728 ) — Total non-current assets 3,951 9,368 6,808 17,060 (20,008 ) 17,179 TOTAL ASSETS $ 11,651 $ 15,086 $ 7,704 $ 34,098 $ (36,130 ) $ 32,409 LIABILITIES AND EQUITY Fiduciary liabilities $ — $ — $ — $ 11,767 $ — $ 11,767 Deferred revenue and accrued expenses 1 15 19 1,186 — 1,221 Short-term debt and current portion of long-term debt — 22 394 112 — 528 Other current liabilities 75 94 — 770 (38 ) 901 Amounts due to group undertakings 30 8,743 1,713 5,598 (16,084 ) — Total current liabilities 106 8,874 2,126 19,433 (16,122 ) 14,417 Long-term debt 495 2,389 186 211 — 3,281 Liability for pension benefits — — — 1,160 — 1,160 Deferred tax liabilities — — 1 1,158 (3 ) 1,156 Provision for liabilities — — 120 474 — 594 Other non-current liabilities — 46 15 500 — 561 Amounts due to group undertakings — — 518 1,210 (1,728 ) — Total non-current liabilities 495 2,435 840 4,713 (1,731 ) 6,752 TOTAL LIABILITIES 601 11,309 2,966 24,146 (17,853 ) 21,169 REDEEMABLE NONCONTROLLING INTEREST — — — 52 — 52 EQUITY Total Willis Towers Watson shareholders’ equity 11,050 3,777 4,738 9,762 (18,277 ) 11,050 Noncontrolling interests — — — 138 — 138 Total equity 11,050 3,777 4,738 9,900 (18,277 ) 11,188 TOTAL LIABILITIES AND EQUITY $ 11,651 $ 15,086 $ 7,704 $ 34,098 $ (36,130 ) $ 32,409 Unaudited Condensed Consolidated Balance Sheet As of December 31, 2015 Willis The Other The Other Consolidating Consolidated ASSETS Cash and cash equivalents $ 3 $ 2 $ — $ 527 $ — $ 532 Fiduciary assets — — — 10,458 — 10,458 Accounts receivable, net — — 7 1,251 — 1,258 Prepaid and 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 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 Pension benefits assets — — — 623 — 623 Other non-current assets — 8 2 288 — 298 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 EQUITY Fiduciary liabilities $ — $ — $ — $ 10,458 $ — $ 10,458 Deferred revenue and accrued expenses 1 13 55 683 — 752 Short-term debt and current portion of long-term debt 300 609 — 79 — 988 Other current liabilities 15 38 23 534 (7 ) 603 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 Long-term debt 495 1,203 580 — — 2,278 Liability for pension benefits — — — 279 — 279 Deferred tax liabilities — 1 — 239 — 240 Provision for liabilities — — — 295 — 295 Investments in subsidiaries 387 — — — (387 ) — 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 REDEEMABLE NONCONTROLLING INTEREST — — — 53 — 53 EQUITY Total Willis Towers Watson shareholders’ 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 Unaudited Condensed Consolidated Statement of Cash Flows Six Months Ended June 30, 2016 Willis The Other The Other Consolidating Consolidated NET CASH FROM/(USED IN) OPERATING ACTIVITIES $ 42 $ (418 ) $ (187 ) $ 991 $ (1 ) $ 427 CASH FLOWS FROM/(USED IN) INVESTING ACTIVITIES Additions to fixed assets and software for internal use — (9 ) (5 ) (78 ) — (92 ) Capitalized software costs — — — (42 ) — (42 ) Acquisitions of operations, net of cash acquired — — — 419 — 419 Redemptions of held-to-maturity investments — — — 11 — 11 Sales and redemptions of available for sale securities — — — 11 — 11 Other, net — — — 1 — 1 Repayments of intercompany investing activities (4,268 ) (3,696 ) — (696 ) 8,660 — Reduction in investment in subsidiaries 4,600 3,600 — — (8,200 ) — Additional investment in subsidiaries — (4,600 ) — (3,600 ) 8,200 — Net cash from/(used in) investing activities $ 332 $ (4,705 ) $ (5 ) $ (3,974 ) $ 8,660 $ 308 CASH FLOWS (USED IN)/FROM FINANCING ACTIVITIES Net (payments on)/draw down of revolving credit facility — (393 ) — — — (393 ) Senior notes issued — 1,606 — — — 1,606 Proceeds from issue of other debt — 400 — 4 — 404 Debt issuance costs — (14 ) — — — (14 ) Repayments of debt (300 ) (1,026 ) — (500 ) — (1,826 ) Repurchase of shares (38 ) — — — — (38 ) Proceeds from issuance of shares and excess tax benefit 28 — — — — 28 Dividends paid (67 ) — — (1 ) 1 (67 ) Acquisitions of and dividends paid to noncontrolling interests — — — (15 ) — (15 ) Proceeds from intercompany financing activities — 4,611 192 3,857 (8,660 ) — Net cash (used in)/from financing activities $ (377 ) $ 5,184 $ 192 $ 3,345 $ (8,659 ) $ (315 ) (DECREASE)/INCREASE IN CASH AND CASH EQUIVALENTS (3 ) 61 — 362 — 420 Effect of exchange rate changes on cash and cash equivalents — — — (3 ) — (3 ) CASH AND CASH EQUIVALENTS, BEGINNING OF PERIOD 3 2 — 527 — 532 CASH AND CASH EQUIVALENTS, END OF PERIOD $ — $ 63 $ — $ 886 $ — $ 949 Unaudited Condensed Consolidated Statement of Cash Flows Six Months Ended June 30, 2015 Willis The Other The Other Consolidating Consolidated NET CASH (USED IN)/FROM OPERATING ACTIVITIES $ (4 ) $ 62 $ 17 $ (68 ) $ — $ 7 CASH FLOWS FROM/(USED IN) INVESTING ACTIVITIES Additions to fixed assets and software for internal use — (4 ) (5 ) (38 ) — (47 ) Acquisitions of operations, net of cash acquired — — — (228 ) — (228 ) Other, net — — — 27 — 27 Proceeds from intercompany investing activities 105 49 — 153 (307 ) — Repayments of intercompany investing activities — (72 ) (14 ) (218 ) 304 — Additional investment in subsidiaries — (274 ) — — 274 — Net cash from/(used in) investing activities $ 105 $ (301 ) $ (19 ) $ (304 ) $ 271 $ (248 ) CASH FLOWS (USED IN)/FROM FINANCING ACTIVITIES Net (payments on)/draw down of revolving credit facility — 220 — — — 220 Debt issuance costs — — — (1 ) — (1 ) Repayments of debt — (8 ) — — — (8 ) Repurchase of shares (79 ) — — — — (79 ) Proceeds from issuance of shares and excess tax benefit 84 — — 279 (274 ) 89 Dividends paid (109 ) — — — — (109 ) Acquisitions of and dividends paid to noncontrolling interests — — — (8 ) — (8 ) Proceeds from intercompany financing activities — 216 2 86 (304 ) — Repayments of intercompany financing activities — (189 ) — (118 ) 307 — Net cash (used in)/from financing activities $ (104 ) $ 239 $ 2 $ 238 $ (271 ) $ 104 DECREASE IN CASH AND CASH EQUIVALENTS (3 ) — — (134 ) — (137 ) Effect of exchange rate changes on cash and cash equivalents — — — (15 ) — (15 ) CASH AND CASH EQUIVALENTS, BEGINNING OF PERIOD 9 2 — 624 — 635 CASH AND CASH EQUIVALENTS, END OF PERIOD $ 6 $ 2 $ — $ 475 $ — $ 483 Financial Information for Parent Issuer, Guarantor Subsidiaries and Non-Guarantor Subsidiaries On March 17, 2011, the Company issued senior notes totaling $800 million in a registered public offering. On March 15, 2016, $300 million of these senior notes was repaid leaving $500 million outstanding. These debt securities were issued by Willis Towers Watson (‘WTW Debt Securities’) and are guaranteed by certain of the Company’s subsidiaries. Therefore, the Company is providing the condensed consolidating financial information below. The following wholly owned subsidiaries (directly or indirectly) fully and unconditionally guarantee the WTW Debt Securities on a joint and several basis: Willis Netherlands Holdings B.V., Willis Investment U.K. Holdings Limited, TA I Limited, Trinity Acquisition plc (formerly Trinity Acquisition Limited), Willis Group Limited, Willis North America, and additionally, effective from March 9, 2016, Willis Towers Watson Sub Holdings Limited and WTW Bermuda Holdings Ltd. (the ‘Guarantors’). The guarantor structure described above differs from the guarantor structure associated with the senior notes issued by Willis North America (the ‘Willis North America Debt Securities’) (and for which condensed consolidating financial information is presented in Note 17) in that Willis Towers Watson is the Parent Issuer and Willis North America is a subsidiary guarantor. Presented below is condensed consolidating financial information for: (i) Willis Towers Watson, which is the Parent Issuer; (ii) the Guarantors, which are all 100 percent directly or indirectly owned subsidiaries of the parent; (iii) Other, which are the non-guarantor subsidiaries, on a combined basis; (iv) Consolidating adjustments; and (v) the Consolidated Company. The equity method has been used for investments in subsidiaries in the condensed consolidating balance sheets as of June 30, 2016 of Willis Towers Watson and the Guarantors. The entities included in the Other Guarantors column as of June 30, 2016 are Willis Towers Watson Sub Holdings Limited, Willis Netherlands Holdings B.V., Willis Investment U.K. Holdings Limited, TA I Limited, WTW Bermuda Holdings Ltd., Trinity Acquisition plc (formerly Trinity Acquisition Limited), Willis Group Limited and Willis North America Inc. Unaudited Condensed Consolidated Statement of Operations Six Months Ended June 30, 2016 Willis The Other Consolidating Consolidated Revenues Commissions and fees $ — $ 11 $ 4,102 $ — $ 4,113 Interest and other income — 1 69 — 70 Total revenues — 12 4,171 — 4,183 Costs of providing services Salaries and benefits (1 ) (25 ) (2,371 ) — (2,397 ) Other operating expenses (3 ) (129 ) (672 ) — (804 ) Depreciation — (9 ) (78 ) — (87 ) Amortization — — (286 ) — (286 ) Restructuring costs — (27 ) (39 ) — (66 ) Integration expenses — (22 ) (59 ) — (81 ) Total costs of providing services (4 ) (212 ) (3,505 ) — (3,721 ) (Loss) Income from operations (4 ) (200 ) 666 — 462 Income from Group undertakings — 302 70 (372 ) — Expenses due to Group undertakings — (71 ) (301 ) 372 — Interest expense (17 ) (62 ) (14 ) — (93 ) Other (expense)/income, net (1 ) 2 (13 ) — (12 ) (LOSS) INCOME FROM CONTINUING OPERATIONS BEFORE INCOME TAXES AND INTEREST IN EARNINGS OF ASSOCIATES (22 ) (29 ) 408 — 357 Benefit/(provision) for income taxes — 54 (91 ) — (37 ) (LOSS) INCOME FROM CONTINUING OPERATIONS BEFORE INTEREST IN EARNINGS OF ASSOCIATES (22 ) 25 317 — 320 Interest in earnings/(loss) of associates, net of tax — — 1 — 1 Equity account for subsidiaries 332 282 — (614 ) — NET INCOME 310 307 318 (614 ) 321 Income attributable to non-controlling interests — — (11 ) — (11 ) NET INCOME ATTRIBUTABLE TO WILLIS TOWERS WATSON $ 310 $ 307 $ 307 $ (614 ) $ 310 Unaudited Condensed Consolidated Statement of Comprehensive Income Six Months Ended June 30, 2016 Willis Towers Watson — the Parent Issuer The Guarantors Other Consolidating adjustments Consolidated Comprehensive (loss)/income before non-controlling interests $ 166 $ 162 $ 179 $ (338 ) $ 169 Less: Comprehensive (income)/loss attributable to non-controlling interest — — (3 ) — (3 ) Comprehensive (loss)/income attributable to Willis Towers Watson $ 166 $ 162 $ 176 $ (338 ) $ 166 Unaudited Condensed Consolidated Statement of Operations Six Months Ended June 30, 2015 Willis The Other Consolidating Consolidated Revenues Commissions and fees $ — $ 4 $ 1,994 $ — $ 1,998 Interest and other income — — 11 — 11 Total revenues — 4 2,005 — 2,009 Costs of providing services Salaries and benefits (1 ) (42 ) (1,085 ) — (1,128 ) Other operating expenses (9 ) (66 ) (264 ) — (339 ) Depreciation — (11 ) (34 ) — (45 ) Amortization — — (30 ) — (30 ) Restructuring costs — (27 ) (42 ) — (69 ) Total costs of providing services (10 ) (146 ) (1,455 ) — (1,611 ) (Loss) Income from operations (10 ) (142 ) 550 — 398 Income from Group undertakings — 167 49 (216 ) — Expenses due to Group undertakings — (49 ) (167 ) 216 — Interest expense (21 ) (40 ) (7 ) — (68 ) Other (expense)/income, net (8 ) — 24 1 17 (LOSS) INCOME FROM CONTINUING OPERATIONS BEFORE INCOME TAXES AND INTEREST IN EARNINGS OF ASSOCIATES (39 ) (64 ) 449 1 347 Benefit/(provision) for income taxes — 39 (114 ) — (75 ) (LOSS) INCOME FROM CONTINUING OPERATIONS BEFORE INTEREST IN EARNINGS OF ASSOCIATES (39 ) (25 ) 335 1 272 Interest in earnings/(loss) of associates, net of tax — 4 10 — 14 Equity account for subsidiaries 319 333 — (652 ) — NET INCOME 280 312 345 (651 ) 286 Income attributable to non-controlling interests — — (6 ) — (6 ) NET INCOME ATTRIBUTABLE TO WILLIS TOWERS WATSON $ 280 $ 312 $ 339 $ (651 ) $ 280 Unaudited Condensed Consolidated Statement of Comprehensive Income Six Months Ended June 30, 2015 Willis Towers Watson — the Parent Issuer The Guarantors Other Consolidating adjustments Consolidated Comprehensive income/(loss) before non-controlling interests $ 474 $ 508 $ 546 $ (1,051 ) $ 477 Less: Comprehensive (income)/loss attributable to non-controlling interest — — (3 ) — (3 ) Comprehensive income/(loss) attributable to Willis Towers Watson $ 474 $ 508 $ 543 $ (1,051 ) $ 474 Unaudited Condensed Consolidated Balance Sheet As of June 30, 2016 Willis The Other Consolidating Consolidated ASSETS Cash and cash equivalents $ — $ 63 $ 886 $ — $ 949 Fiduciary assets — — 11,767 — 11,767 Accounts receivable, net — 4 2,183 — 2,187 Prepaid and other current assets — 85 280 (38 ) 327 Amounts due from group undertakings 7,700 4,695 1,922 (14,317 ) — Total current assets 7,700 4,847 17,038 (14,355 ) 15,230 Investments in subsidiaries 3,951 9,588 — (13,539 ) — Fixed assets, net — 64 730 — 794 Goodwill — — 10,527 — 10,527 Other intangible assets, net — — 4,713 — 4,713 Pension benefits assets — — 815 — 815 Other non-current assets — 58 275 (3 ) 330 Non-current amounts due from group undertakings — 1,729 — (1,729 ) — Total non-current assets 3,951 11,439 17,060 (15,271 ) 17,179 TOTAL ASSETS $ 11,651 $ 16,286 $ 34,098 $ (29,626 ) $ 32,409 LIABILITIES AND EQUITY Fiduciary liabilities $ — $ — $ 11,767 $ — $ 11,767 Deferred revenue and accrued expenses 1 34 1,186 — 1,221 Short-term debt and current portion of long-term debt — 416 112 — 528 Other current liabilities 75 94 770 (38 ) 901 Amounts due to group undertakings 30 8,689 5,598 (14,317 ) — Total current liabilities 106 9,233 19,433 (14,355 ) 14,417 Long-term debt 495 2,575 211 — 3,281 Liability for pension benefits — — 1,160 — 1,160 Deferred tax liabilities — 1 1,158 (3 ) 1,156 Provision for liabilities — 120 474 — 594 Other non-current liabilities — 61 500 — 561 Non-current amounts due to group undertakings — 519 1,210 (1,729 ) — Total non-current liabilities 495 3,276 4,713 (1,732 ) 6,752 TOTAL LIABILITIES 601 12,509 24,146 (16,087 ) 21,169 REDEEMABLE NONCONTROLLING INTEREST — — 52 — 52 EQUITY Total Willis Towers Watson shareholders’ equity 11,050 3,777 9,762 (13,539 ) 11,050 Noncontrolling interests — — 138 — 138 Total equity 11,050 3,777 9,900 (13,539 ) 11,188 TOTAL LIABILITIES AND EQUITY $ 11,651 $ 16,286 $ 34,098 $ (29,626 ) $ 32,409 Unaudited Condensed Consolidated Balance Sheet As of December 31, 2015 Willis Towers Watson — the Parent Issuer The Guarantors Other Consolidating adjustments Consolidated ASSETS Cash and cash equivalents $ 3 $ 2 $ 527 $ — $ 532 Fiduciary assets — — 10,458 — 10,458 Accounts receivable, net — 7 1,251 — 1,258 Prepaid and other current assets 1 67 194 (7 ) 255 Amounts due from group undertakings 3,423 1,257 1,259 (5,939 ) — Total current assets 3,427 1,333 13,689 (5,946 ) 12,503 Investments in subsidiaries — 4,275 — (4,275 ) — Fixed assets, net — 58 505 — 563 Goodwill — — 3,737 — 3,737 Other intangible assets, net — — 1,115 — 1,115 Pension benefits assets — — 623 — 623 Other non-current assets — 10 288 — 298 Non-current amounts due from group undertakings — 785 — (785 ) — Total non-current assets — 5,128 6,268 (5,060 ) 6,336 TOTAL ASSETS $ 3,427 $ 6,461 $ 19,957 $ (11,006 ) $ 18,839 LIABILITIES AND EQUITY Fiduciary liabilities $ — $ — $ 10,458 $ — $ 10,458 Deferred revenue and accrued expenses 1 68 683 — 752 Short-term debt and current portion of long-term debt 300 609 79 — 988 Other current liabilities 15 61 534 (7 ) 603 Amounts due to group undertakings — 4,437 1,502 (5,939 ) — Total current liabilities 316 5,175 13,256 (5,946 ) 12,801 Investments in subsidiaries 387 — — (387 ) — Long-term debt 495 1,783 — — 2,278 Liability for pension benefits — — 279 — 279 Deferred tax liabilities — 1 239 — 240 Provision for liabilities — — 295 — 295 Other non-current liabilities — 36 497 — 533 Non-current amounts due to group undertakings — — 785 (785 ) — Total non-current liabilities 882 1,820 2,095 (1,172 ) 3,625 TOTAL LIABILITIES 1,198 6,995 15,351 (7,118 ) 16,426 REDEEMABLE NONCONTROLLING INTEREST — — 53 — 53 EQUITY Total Willis Towers Watson shareholders’ equity 2,229 (534 ) 4,422 (3,888 ) 2,229 Noncontrolling interests — — 131 — 131 Total equity 2,229 (534 ) 4,553 (3,888 ) 2,360 TOTAL LIABILITIES AND EQUITY $ 3,427 $ 6,461 $ 19,957 $ (11,006 ) $ 18,839 Unaudited Condensed Consolidated Statement of Cash Flows Six Months Ended June 30, 2016 Willis The Other Consolidating Consolidated NET CASH FROM/(USED IN) OPERATING ACTIVITIES $ 42 $ (605 ) $ 991 $ (1 ) $ 427 CASH FLOWS FROM/(USED IN) INVESTING ACTIVITIES Additions to fixed assets and software for internal use — (14 ) (78 ) — (92 ) Capitalized software costs — — (42 ) — (42 ) Acquisitions of operations, net of cash acquired — — 419 — 419 Redemptions of held-to-maturity investments — — 11 — 11 Sales and redemptions of available for sale securities — — 11 — 11 Other, net — — 1 — 1 Repayments of intercompany investing activities (4,268 ) (3,696 ) (696 ) 8,660 — Reduction in investment in subsidiaries 4,600 3,600 — (8,200 ) — Additional investment in subsidiaries — (4,600 ) (3,600 ) 8,200 — Net cash from/(used in) investing activities $ 332 $ (4,710 ) $ (3,974 ) $ 8,660 $ 308 CASH FLOWS (USED IN)/FROM FINANCING ACTIVITIES Net (payments on)/draw down of revolving credit facility — (393 ) — — (393 ) Senior notes issued — 1,606 — — 1,606 Proceeds from issue of other debt — 400 4 — 404 Debt issuance costs — (14 ) — — (14 ) Repayments of debt (300 ) (1,026 ) (500 ) — (1,826 ) Repurchase of shares (38 ) — — — (38 ) Proceeds from issuance of shares and excess tax benefit 28 — — — 28 Dividends paid (67 ) — (1 ) 1 (67 ) Acquisitions of and dividends paid to noncontrolling interests — — (15 ) — (15 ) Proceeds from intercompany financing activities — 4,803 3,857 (8,660 ) — Net cash (used in)/from financing activities $ (377 ) $ 5,376 $ 3,345 $ (8,659 ) $ (315 ) (DECREASE)/INCREASE IN CASH AND CASH EQUIVALENTS (3 ) 61 362 — 420 Effect of exchange rate changes on cash and cash equivalents — — (3 ) — (3 ) CASH AND CASH EQUIVALENTS, BEGINNING OF PERIOD 3 2 527 — 532 CASH AND CASH EQUIVALENTS, END OF PERIOD $ — $ 63 $ 886 $ — $ 949 Unaudited Condensed Consolidated Statement of Cash Flows Six Months Ended June 30, 2015 Willis The Other Consolidating Consolidated NET CASH (USED IN)/FROM OPERATING ACTIVITIES $ (4 ) $ 79 $ (68 ) $ — $ 7 CASH FLOWS FROM/(USED IN) INVESTING ACTIVITIES Additions to fixed assets and software for internal use — (9 ) (38 ) — (47 ) Acquisitions of operations, net of cash acquired — — (228 ) — (228 ) Other, net — — 27 — 27 Proceeds from intercompany investing activities 105 49 153 (307 ) — Repayments of intercompany investing activities — (86 ) (218 ) 304 — Additional investment in subsidiaries — (274 ) — 274 — Net cash from/(used in) investing activities $ 105 $ (320 ) $ (304 ) $ 271 $ (248 ) CASH FLOWS (USED IN)/FROM FINANCING ACTIVITIES Net (payments on)/draw down of revolving credit facility — 220 — — 220 Debt issuance costs — — (1 ) — (1 ) Repayments of debt — (8 ) — — (8 ) Repurchase of shares (79 ) — — — (79 ) Proceeds from issuance of shares and excess tax benefit 84 — 279 (274 ) 89 Dividends paid (109 ) — — — (109 ) Acquisitions of and dividends paid to noncontrolling interests — — (8 ) — (8 ) Proceeds from intercompany financing activities — 218 86 (304 ) — Repayments of intercompany financing activities — (189 ) (118 ) 307 — Net cash (used in)/from financing activities $ (104 ) $ 241 $ 238 $ (271 ) $ 104 DECREASE IN CASH AND CASH EQUIVALENTS (3 ) — (134 ) — (137 ) Effect of exchange rate changes on cash and cash equivalents — — (15 ) — (15 ) CASH AND CASH EQUIVALENTS, BEGINNING OF PERIOD 9 2 624 — 635 CASH AND CASH EQUIVALENTS, END OF PERIOD $ 6 $ 2 $ 475 $ — $ 483 Financial Information for Issuer, Parent Guarantor, Other Guarantor Subsidiaries and Non-Guarantor Subsidiaries Trinity Acquisition plc (formerly Trinity Acquisition Limited) has $2.1 billion of senior notes outstanding, of which $525 million were issued on August 15, 2013, $1.0 billion were issued on March 15, 2016 and €540 million ( $609 million ) were issued on May 26, 2016. 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 U.K. Holdings Limited, TA I Limited, Willis Group Limited and Willis North America Inc., and additionally, effective from March 9, 2016, Willis Towers Watson Sub Holdings Limited and WTW Bermuda Holdings Ltd., 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 plc (formerly 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 Tower |
Basis of Presentation and Sig27
Basis of Presentation and Significant Accounting Policies (Policies) | 6 Months Ended |
Jun. 30, 2016 | |
Accounting Policies [Abstract] | |
Basis of Presentation | The accompanying unaudited quarterly condensed consolidated financial statements of Willis Towers Watson and our subsidiaries are presented in accordance with the rules and regulations of the Securities and Exchange Commission (‘SEC’) for quarterly reports on Form 10-Q and therefore do not include all of the information and footnotes required by U.S. generally accepted accounting principles (‘GAAP’). We have reclassified certain prior period amounts to conform to current period presentation. In the opinion of management, these condensed consolidated financial statements reflect all adjustments, consisting only of normal recurring adjustments, which are necessary for a fair presentation of the condensed consolidated financial statements and results for the interim periods. All intercompany accounts and transactions have been eliminated in consolidation. The condensed consolidated financial statements should be read together with the Willis Towers Watson audited consolidated financial statements and notes thereto attached as Exhibit 99.1 to the Form 8-K filed with the SEC on March 10, 2016, which may be accessed via EDGAR on the SEC’s web site at www.sec.gov. The results of operations for the three and six months ended June 30, 2016 are not necessarily indicative of the results that can be expected for the entire year. 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. |
Accounts Receivable | Accounts receivable includes both billed and unbilled receivables and are stated at estimated net realizable values. Allowances for billed receivables are recorded, when necessary, in an amount considered by management to be sufficient to meet probable future losses related to uncollectible accounts. Accrued and unbilled receivables are stated at net realizable value which includes an allowance for accrued and unbillable amounts. |
Revenue Recognition | Revenue includes insurance commissions, fees in lieu of commission, fees for consulting services rendered, hosted and delivered software, survey sales, investment income and other income. Revenue recognized in excess of billings is recorded as unbilled accounts receivable. Cash collections in excess of revenue recognized are recorded as deferred revenue until the revenue recognition criteria are met. Client reimbursable expenses, including those relating to travel, other out-of-pocket expenses and any third-party costs, are included in revenue, and an equivalent amount of reimbursable expenses are included in other operating expenses as a cost of revenue. Commissions and fees Commissions revenue. Brokerage income and fees negotiated in lieu of brokerage are recognized at the later of the policy inception date or when the policy placement is complete. In situations in which our fees are not fixed and determinable due to the uncertainty of the commission fee per policy, we recognize revenue as the fees are determined. Commissions on additional premiums and adjustments are recognized when approved by or agreed between the parties and collectability is reasonably assured. Consulting revenue. The majority of our consulting revenue consists of fees earned from providing consulting services. We recognize revenue from these consulting engagements when hours are worked, either on a time-and-expense basis or on a fixed-fee basis, depending on the terms and conditions defined at the inception of an engagement with a client. We have engagement letters with our clients that specify the terms and conditions upon which the engagements are based. These terms and conditions can only be changed upon agreement by both parties. Individual billing rates are principally based on a multiple of salary and compensation costs. Revenue for fixed-fee arrangements is based upon the proportional performance method to the extent estimates can be made of the remaining work required under the arrangement. If we do not have sufficient information to estimate proportional performance, we recognize the fees straight-line over the contract period. We typically have four types of fixed-fee arrangements: annual recurring projects, projects of a short duration, stand-ready obligations and non-recurring system projects. • Annual recurring projects and projects of short duration. These projects are typically straightforward and highly predictable in nature. As a result, the project manager and financial staff are able to identify, as the project status is reviewed and bills are prepared monthly, the occasions when cost overruns could lead to the recording of a loss accrual. • Stand-ready obligations. Where we are entitled to fees (whether fixed or variable based on assets under management or a per-participant per-month basis) regardless of the hours, we generally recognize this revenue on either a straight-line basis or as the variable fees are calculated. • Non-recurring system projects. These projects are longer in duration and subject to more changes in scope as the project progresses. Certain software or outsourced administration contracts generally provide that if the client terminates a contract, we are entitled to payment for services performed through termination. Revenue recognition for fixed-fee engagements is affected by a number of factors that change the estimated amount of work required to complete the project such as changes in scope, the staffing on the engagement and/or the level of client participation. The periodic engagement evaluations require us to make judgments and estimates regarding the overall profitability and stage of project completion that, in turn, affect how we recognize revenue. We recognize a loss on an engagement when estimated revenue to be received for that engagement is less than the total estimated costs associated with the engagement. Losses are recognized in the period in which the loss becomes probable and the amount of the loss is reasonably estimable. We have experienced certain costs in excess of estimates from time to time. Hosted software. We have developed various software programs and technologies that we provide to clients in connection with consulting services. In most instances, such software is hosted and maintained by us and ownership of the technology and rights to the related code remain with us. We defer costs for software developed to be utilized in providing services to a client, but for which the client does not have the contractual right to take possession, during the implementation stage. We recognize these deferred costs from the go live date, signaling the end of the implementation stage, until the end of the initial term of the contract with the client. We determined that the system implementation and customized ongoing administrative services are one combined service. Revenue is recognized over the service period, after the go live date, in proportion to the services performed. As a result, we do not recognize revenue during the implementation phase of an engagement. Delivered software. We deliver software under arrangements with clients that take possession of our software. The maintenance associated with the initial software fees is a fixed percentage which enables us to determine the stand-alone value of the delivered software separate from the maintenance. We recognize the initial software fees as software is delivered to the client and we recognize the maintenance ratably over the contract period based on each element’s relative fair value. For software arrangements in which initial fees are received in connection with mandatory maintenance for the initial software license to remain active, we determined that the initial maintenance period is substantive. Therefore, we recognize the fees for the initial license and maintenance bundle ratably over the initial contract term, which is generally one year . Each subsequent renewal fee is recognized ratably over the contractually stated renewal period. Surveys. We collect, analyze and compile data in the form of surveys for our clients who have the option of participating in the survey. The surveys are published online via a web tool that provides simplistic functionality. We have determined that the web tool is inconsequential to the overall arrangement. We record the survey revenue when the results are delivered online and made available to our clients that have a contractual right to the data. If the data is updated more frequently than annually, we recognize the survey revenue ratably over the contractually stated period. Interest and other income Investment income. Investment income is recognized as earned. Other Income. Other income comprises gains on disposal of intangible assets, which primarily arise from settlements through enforcing non-compete agreements in the event of losing accounts through producer defection or the disposal of books of business. |
Recent Accounting Pronouncements | Not yet adopted In May 2014, the Financial Accounting Standards Board (‘FASB’) issued Accounting Standard Update (‘ASU’) No. 2014-09 ‘Revenue From Contracts With Customers’. The new standard supersedes most current revenue recognition guidance and eliminates industry-specific guidance. The ASU is based on the principle that an entity should recognize revenue to depict the transfer of goods or services to customers in an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods or services. The ASU also requires additional disclosure about the nature, amount, timing and uncertainty of revenue and cash flows arising from customer contracts, including significant judgments and changes in judgments and assets recognized from costs incurred to fulfill a contract. Entities have the option of using either a full retrospective or a modified retrospective approach for the adoption of the new standard. Additional ASUs have since been issued, all of which provide additional guidance and examples for the implementation of ASU No. 2014-09. The guidance is effective for the Company at the beginning of its 2018 fiscal year, with early adoption permitted. While we are still in the process of analyzing our various revenue streams to determine the full impact this standard will have on our revenue recognition, cost deferral, systems and processes, the Company has determined the following: • The Company will adopt the standard using the modified retrospective approach on January 1, 2018. • We expect certain revenue streams to have accelerated revenue recognition timing. In particular, the revenue recognition for our Retiree Medicare Exchange is expected to move from monthly ratable recognition over the policy period to the recognition, upon placement of the policy during the Company’s fourth quarter of the preceding calendar year, of one year of expected commissions. Therefore, upon adoption, we will reflect an adjustment to retained earnings for the revenue that would otherwise have been recognized during our 2018 calendar year since our earnings process will have been completed during the fourth quarter of 2017. • We expect our accounting for deferred costs will change. First, for those portions of the business that currently defer costs (related to system implementation activities), the length of time over which we amortize those costs is expected to extend to a longer estimated contract term. Currently these costs are amortized over a typical period of 3-5 years in accordance with the initial stated terms of the customer agreement. Second, we believe there may be other types of arrangements with associated costs that do not meet the rules for cost deferral under current U.S. GAAP but do meet the rules under the new standard. We are still evaluating the types of arrangements that might now have cost deferral impacts. The Company continues to update our assessment of the impact of the standard and related updates to the condensed consolidated financial statements, and will note material impacts when known. In January 2016, the FASB issued ASU No. 2016-01 ‘Recognition and Measurement of Financial Assets and Financial Liabilities’, which, among other things, amends the classification and measurement requirements for investments in equity securities and amends the presentation requirements for certain fair value changes for certain financial liabilities measured at fair value. The ASU becomes effective for the Company at the beginning of the 2018 fiscal year; only partial early adoption is permitted. The Company is required to apply a cumulative-effect adjustment to the balance sheet as of the beginning of the fiscal year of adoption. The Company is currently assessing the impact that this standard will have on its consolidated financial statements. In February 2016, the FASB issued ASU No. 2016-02 ‘Leases’, which requires a lessee to recognize in the statement of financial position a liability to make lease payments (the lease liability) and a right-of-use asset representing its right to use the underlying asset for the lease term. The ASU becomes effective for the Company at the beginning of the 2019 fiscal year; early adoption is permitted. In transition, the Company is required to recognize and measure leases at the beginning of the earliest period presented using a modified retrospective approach, which includes a number of optional practical expedients. The Company is currently assessing the impact that this standard will have on its consolidated financial statements. In March 2016, the FASB issued ASU No. 2016-07 ‘Investments - Equity Method and Joint Venture’, which simplifies the accounting for equity method investments. The amendments in the ASU eliminate the requirement that an entity retroactively adopt the equity method of accounting if an investment qualifies for use of the equity method as a result of an increase in the level of ownership or degree of influence. The amendments require that the equity method investor add the cost of acquiring the additional interest in the investee to the current basis of the investor’s previously held interest and adopt the equity method of accounting as of the date the investment becomes qualified for equity method accounting. The ASU becomes effective for the Company at the beginning of the 2017 fiscal year; early adoption is permitted. The ASU is to be applied prospectively. The Company is currently assessing the impact that this standard will have on its consolidated financial statements. In March 2016, the FASB issued ASU No. 2016-09 ‘Compensation - Stock Compensation’, which simplifies several aspects of the accounting for share-based payment transactions, including the income tax consequences, classification of awards as either equity or liabilities, and classification on the statement of cash flows. The ASU becomes effective for the Company at the beginning of the 2017 fiscal year; early adoption is permitted. Certain applications of the ASU are to be applied prospectively or retrospectively with a cumulative-effect adjustment to the balance sheet as of the beginning of the fiscal year of adoption. The Company is currently assessing the impact that this standard will have on its consolidated financial statements. In June 2016, the FASB issued ASU 2016-13 ‘Financial Instruments - Credit Losses’, which amends guidance on reporting credit losses for assets held at amortized cost and available-for-sale debt securities. For assets held at amortized cost basis, the ASU eliminates the probable initial recognition threshold in current GAAP, and instead, requires an entity to reflect its current estimate of all expected credit losses. It broadens the information that an entity must consider beyond past events and current conditions, but allows reversion to historical loss information that is reflective of the contractual term for periods that are beyond the time frame for which the entity is able to develop reasonable and supportable forecasts. The allowance for credit losses is a valuation account that is deducted from the amortized cost basis of the financial assets to present the net amount expected to be collected. For available-for-sale debt securities, credit losses should be measured in a manner similar to the current GAAP requirement that credit losses be presented as an allowance rather than as a write-down. The ASU becomes effective for the Company at the beginning of 2020; earliest adoption is the beginning of 2019. The effects of the ASU are to be applied through a cumulative-effect adjustment to retained earnings as of the beginning of the first reporting period in which the guidance is effective (that is, a modified-retrospective approach). The Company is currently assessing the impact that this standard will have on its consolidated financial statements. Adopted In June 2014, the FASB issued ASU No. 2014-12 ‘Stock Compensation’, which sets out the guidance where share-based payment awards granted to employees required specific performance targets to be achieved in order for employees to become eligible to vest in the awards and such performance targets could be achieved after an employee completes the requisite service period. The amendment in this update requires a performance target that affects vesting and that could be achieved after the requisite service period to be treated as a performance condition. The Company adopted this standard on January 1, 2016. The adoption has no material impact to the Company’s consolidated financial statements. In September 2015, the FASB issued ASU No. 2015-16 ‘Simplifying the Accounting for Measurement-Period Adjustments’ in relation to business combinations, which requires that an acquirer recognize adjustments to provisional amounts that are identified in the measurement period in the reporting period in which the adjustment amounts are determined. The Company adopted this standard on January 1, 2016. Adjustments made to provisional amounts related to business combinations are reflected in the condensed consolidated financial statements and disclosed in Note 7 — Goodwill and Intangible Assets and Note 3 — Merger and Acquisitions to these condensed consolidated financial statements. |
Merger and Acquisitions (Tables
Merger and Acquisitions (Tables) | 6 Months Ended |
Jun. 30, 2016 | |
Towers Watson & Co. [Member] | |
Business Acquisition [Line Items] | |
Preliminary Calculation of Aggregate Merger Consideration | The table below presents the preliminary calculation of aggregate Merger Consideration . January 4, 2016 Number of shares of Towers Watson common stock outstanding as of January 4, 2016 69 million Exchange ratio 2.6490 Number of Willis Group Holdings shares issued (prior to reverse stock split) 184 million Willis Group Holdings price per share on January 4, 2016 $ 47.18 Fair value of 184 million Willis ordinary shares $ 8,686 Value of equity awards assumed 37 Preliminary estimated aggregate Merger Consideration $ 8,723 |
Schedule of Fair Values of the Identifiable Assets Acquired and Liabilities Assumed | A summary of the preliminary fair values of the identifiable assets acquired, and liabilities assumed, of Towers Watson at January 4, 2016 are summarized in the following table. January 4, 2016 Cash and cash equivalents $ 476 Accounts receivable, net 825 Other current assets 95 Fixed assets, net 206 Goodwill 6,804 Intangible assets 3,937 Pension benefits assets 67 Other non-current assets 84 Deferred tax liabilities (1,123 ) Liability for pension benefits (914 ) Other current liabilities (i) (707 ) Other non-current liabilities (ii) (271 ) Long term debt, including current portion (iii) (740 ) Net assets acquired 8,739 Noncontrolling interests acquired (16 ) Allocated Aggregate Merger Consideration $ 8,723 ______________________________ i. Includes $347 million in accounts payable, accrued liabilities and deferred revenue, $351 million in employee-related liabilities and $9 million in other current liabilities. ii. Includes acquired contingent liabilities of $ 242 million . See Note 12 — Commitments and Contingencies for a discussion of our material acquired contingencies related to Legacy Towers Watson. iii. Represents both debt due upon change of control of $400 million borrowed under Towers Watson’s term loan ( $188 million ) and revolving credit facility ( $212 million ) and an additional draw down under a new term loan of $340 million . The $400 million debt was repaid by Willis borrowings under the 1-year term loan facility on January 4, 2016. The $340 million new term loan partially funded the $694 million Towers Watson pre-merger special dividend. |
Schedule of Acquired Intangible Assets | The acquired intangible assets are attributable to the following categories: Valuation Methodology Amortization basis Fair Value Weighted Average Useful Life Customer relationships Multiple period excess earnings In line with underlying cash flows $ 2,150 15.0 Software - income approach Multiple period excess earnings In line with underlying cash flows or straight line basis 563 6.4 Software - cost approach Cost of reproduction Straight line basis 104 4.9 Product Multiple period excess earnings In line with underlying cash flows 42 20.5 IPR&D (i) Multiple period excess earnings or cost of reproduction n/a 64 n/a Trade name Relief from royalty Straight line basis 1,003 25.0 Favorable lease agreements Market approach Straight line basis 11 6.5 $ 3,937 ______________________________ i. Represents software not yet placed in service as of the acquisition date. Once placed into service, each in process research and development (‘IPR&D’) software component will be reclassified into finite-lived software intangible assets and amortized in line with underlying cash flows or straight line basis. |
Unaudited Pro Forma Financial Information | Three Months Ended Six Months Ended As reported Pro Forma As reported Pro Forma 2016 2015 2016 2015 Total revenues $ 1,949 $ 1,812 $ 4,183 $ 3,824 Net income attributable to Willis Towers Watson $ 72 $ 114 $ 310 $ 373 Diluted earnings per share $ 0.51 $ 0.83 $ 2.25 $ 2.70 |
Gras Savoye | |
Business Acquisition [Line Items] | |
Schedule of Fair Values of the Identifiable Assets Acquired and Liabilities Assumed | The following table presents the Company’s preliminary allocation of the purchase price to the assets acquired and liabilities assumed based on their fair values: December 29, 2015 Cash and cash equivalents $ 87 Fiduciary assets 625 Accounts receivable, net 89 Goodwill 576 Intangible assets 440 Other assets 55 Fiduciary liabilities (625 ) Deferred revenue and accrued expenses (80 ) Short and long-term debt (80 ) Net deferred tax liabilities (86 ) Other liabilities (178 ) Net assets acquired 823 Decrease in paid in capital for purchase of noncontrolling interest 50 Noncontrolling interest acquired (40 ) Preliminary purchase price allocation $ 833 |
Schedule of Acquired Intangible Assets | The acquired intangible assets are attributable to the following categories: Valuation methodology Amortization basis Fair Value Weighted Average Useful Life Customer relationships Multiple period excess earnings In line with underlying cash flows $ 339 20 Software and other intangibles Cost of reproduction Straight line basis 66 5 Trade name Relief from royalty Straight line basis 35 14 $ 440 |
Segment Information (Tables)
Segment Information (Tables) | 6 Months Ended |
Jun. 30, 2016 | |
Segment Reporting [Abstract] | |
Revenue (Net of Reimbursable Expenses) of the Reported Segments | Six months ended June 30, HCB CRB IRR ES Total 2016 2015 2016 2015 2016 2015 2016 2015 2016 2015 Segment commissions and fees $ 1,712 $ 409 $ 1,261 $ 1,103 $ 830 $ 486 $ 317 $ — $ 4,120 $ 1,998 Segment interest and other income 8 — 13 9 48 2 1 — 70 11 Segment revenues $ 1,720 $ 409 $ 1,274 $ 1,112 $ 878 $ 488 $ 318 $ — $ 4,190 $ 2,009 Segment operating income $ 410 $ 147 $ 239 $ 192 $ 277 $ 198 $ 69 $ — $ 995 $ 537 |
Net Operating Income of the Reported Segments | Six months ended June 30, HCB CRB IRR ES Total 2016 2015 2016 2015 2016 2015 2016 2015 2016 2015 Segment commissions and fees $ 1,712 $ 409 $ 1,261 $ 1,103 $ 830 $ 486 $ 317 $ — $ 4,120 $ 1,998 Segment interest and other income 8 — 13 9 48 2 1 — 70 11 Segment revenues $ 1,720 $ 409 $ 1,274 $ 1,112 $ 878 $ 488 $ 318 $ — $ 4,190 $ 2,009 Segment operating income $ 410 $ 147 $ 239 $ 192 $ 277 $ 198 $ 69 $ — $ 995 $ 537 |
Reconciliation of the Information Reported by Segment to the Consolidated Amounts | The table below presents a reconciliation of the information reported by segment to the consolidated amounts reported for the three and six months ended June 30, 2016 and 2015 , respectively: Three Months Ended Six Months Ended 2016 2015 2016 2015 Revenues: Total segment revenues $ 1,948 $ 922 $ 4,190 $ 2,009 Fair value adjustment to deferred revenue in purchase accounting (26 ) — (58 ) — Reimbursable expenses and other 27 — 51 — Total revenues $ 1,949 $ 922 $ 4,183 $ 2,009 Total segment operating income $ 363 $ 178 $ 995 $ 537 Differences in allocation methods (i) (3 ) (16 ) 5 (33 ) Fair value adjustment for deferred revenue (26 ) — (58 ) — Amortization (125 ) (16 ) (286 ) (30 ) Restructuring costs (41 ) (38 ) (66 ) (69 ) Integration and transaction expenses (29 ) (3 ) (81 ) (6 ) Provision for the Stanford litigation — — (50 ) — Other, net (3 ) — 3 (1 ) Income from operations 136 105 462 398 Interest expense 47 35 93 68 Other (income)/expense, net (6 ) (23 ) 12 (17 ) Income from continuing operations before income taxes and interest in earnings of associates $ 95 $ 93 $ 357 $ 347 ________________________ i. Includes certain costs, primarily those related to corporate functions, leadership, projects, and certain differences between budgeted expenses determined at the beginning of the fiscal year and actual expenses that we report for GAAP purposes. |
Restructuring Costs (Tables)
Restructuring Costs (Tables) | 6 Months Ended |
Jun. 30, 2016 | |
Restructuring and Related Activities [Abstract] | |
Analysis of the Cost for Restructuring | An analysis of the total cost for restructuring recognized in the statement of operations for the three and six months ended June 30, 2016 and 2015 by segment, are as follows: HCB CRB IRR ES Corporate Total Three months ended June 30, 2016 Termination benefits $ 2 $ 6 $ 3 $ — $ 1 $ 12 Professional services and other — 20 — — 9 29 Total $ 2 $ 26 $ 3 $ — $ 10 $ 41 Three months ended June 30, 2015 (i) Termination benefits $ — $ 17 $ — $ — $ 3 $ 20 Professional services and other — 15 1 — 2 18 Total $ — $ 32 $ 1 $ — $ 5 $ 38 HCB CRB IRR ES Corporate Total Six Months Ended June 30, 2016 Termination benefits $ 2 $ 8 $ 3 $ — $ 1 $ 14 Professional services and other — 37 1 — 14 52 Total $ 2 $ 45 $ 4 $ — $ 15 $ 66 Six Months Ended June 30, 2015 (i) Termination benefits $ — $ 21 $ 6 $ — $ 3 $ 30 Professional services and other — 25 1 — 13 39 Total $ — $ 46 $ 7 $ — $ 16 $ 69 __________________________________ (i) The prior period comparatives have been retrospectively reclassified to take into account our segment reorganization. See Note 4 — Segment Information for further details. An analysis of the total cumulative restructuring costs recognized for the OIP from commencement to June 30, 2016 by segment is as follows: HCB CRB IRR ES Corporate Total 2014 (i) Termination benefits $ — $ 15 $ 1 $ — $ — $ 16 Professional services and other — 3 — — 17 20 2015 (i) Termination benefits $ 2 $ 24 $ 7 $ — $ 3 $ 36 Professional services and other 1 57 2 — 30 90 2016 Termination benefits $ 1 $ 8 $ 1 $ — $ — $ 10 Professional services and other — 37 1 — 14 52 Total Termination benefits $ 3 $ 47 $ 9 $ — $ 3 $ 62 Professional services and other 1 97 3 — 61 162 Total $ 4 $ 144 $ 12 $ — $ 64 $ 224 __________________________________ (i) The prior period comparatives have been retrospectively reclassified to take into account our segment reorganization. See Note 4 — Segment Information for further details. |
Schedule of Restructuring Liability | At June 30, 2016 , the Company’s liability under the OIP is as follows: Termination Benefits Professional Services and Other Total Balance at January 1, 2014 $ — $ — $ — Charges incurred 16 20 36 Cash payments (11 ) (14 ) (25 ) Balance at December 31, 2014 5 6 11 Charges incurred 36 90 126 Cash payments (26 ) (85 ) (111 ) Balance at December 31, 2015 15 11 26 Charges incurred 10 52 62 Cash payments (16 ) (53 ) (69 ) Balance at June 30, 2016 $ 9 $ 10 $ 19 |
Goodwill and Intangible Assets
Goodwill and Intangible Assets (Tables) | 6 Months Ended |
Jun. 30, 2016 | |
Finite-Lived Intangible Assets [Line Items] | |
Components of Goodwill | The components of goodwill are outlined below for the six months ended June 30, 2016 : HCB CRB IRR ES Total Balance at December 31, 2015 (i) Goodwill, gross $ 991 $ 2,207 $ 1,031 $ — $ 4,229 Accumulated impairment losses (130 ) (362 ) — — (492 ) Goodwill, net 861 1,845 1,031 — 3,737 Purchase price allocation adjustments 4 1 (6 ) — (1 ) Goodwill acquired during the period 3,501 — 783 2,522 6,806 Goodwill disposed of during the period — (5 ) — — (5 ) Foreign exchange 8 — (18 ) — (10 ) Balance at June 30, 2016 Goodwill, gross 4,504 2,203 1,790 2,522 11,019 Accumulated impairment losses (130 ) (362 ) — — (492 ) Goodwill, net $ 4,374 $ 1,841 $ 1,790 $ 2,522 $ 10,527 __________________________________ (i) The prior period comparatives have been retrospectively reclassified on a preliminary basis to take into account our segment reorganization. See Note 4 — Segment Information for further details. |
Changes in the Net Carrying Amount of the Components of Finite-Lived Intangible Assets | The following table reflects changes in the net carrying amount of the components of finite-lived intangible assets for the six months ended June 30, 2016 : Balance as of December 31, 2015 Intangible assets acquired Intangible assets disposed Amortization Foreign Exchange Balance as of June 30, 2016 Client relationships $ 920 $ 2,153 $ (5 ) $ (189 ) $ (23 ) $ 2,856 Management contracts 62 — — (2 ) — 60 Software (i) 77 655 — (72 ) (10 ) 650 Trademark and trade name 50 1,004 — (22 ) (1 ) 1,031 Product — 42 — (1 ) (5 ) 36 Favorable agreements 2 11 — (1 ) — 12 Other 4 — — — — 4 Total amortizable intangible assets $ 1,115 $ 3,865 $ (5 ) $ (287 ) $ (39 ) $ 4,649 _____________________________ (i) In process research and development intangible assets of $64 million have not yet been placed in service and are not included in this presentation |
Schedule of Carrying Values of Finite-Lived Intangible Assets and Liabilities | The following table reflects the carrying value of finite-lived intangible assets and liabilities as of June 30, 2016 and December 31, 2015 : June 30, 2016 December 31, 2015 Gross Carrying Amount Accumulated Amortization Gross Carrying Amount Accumulated Amortization Client relationships $ 3,403 $ (547 ) $ 1,293 $ (373 ) Management contracts 66 (6 ) 67 (5 ) Software 721 (71 ) 77 — Trademark and trade name 1,055 (24 ) 52 (2 ) Product 37 (1 ) — — Favorable agreements 13 (1 ) 2 — Other 7 (3 ) 8 (4 ) Total finite-lived assets $ 5,302 $ (653 ) $ 1,499 $ (384 ) Unfavorable agreements $ 34 $ (1 ) $ 23 $ — Total finite-lived intangible liabilities $ 34 $ (1 ) $ 23 $ — |
Schedule of Future Amortization Expense and Rent Offset | The table below reflects the future estimated amortization expense for amortizable intangible assets and the rent offset resulting from amortization of the net lease intangible assets and liabilities for the remainder of 2016 and for subsequent years: Year ending December 31, Amortization Rent offset Remainder of 2016 $ 297 $ (2 ) 2017 565 (4 ) 2018 517 (2 ) 2019 460 (2 ) 2020 409 (2 ) Thereafter 2,389 (9 ) Total $ 4,637 $ (21 ) |
Derivative Financial Instrume32
Derivative Financial Instruments Derivative Tables (Tables) | 6 Months Ended |
Jun. 30, 2016 | |
Derivative Instruments and Hedging Activities Disclosure [Abstract] | |
Schedule of Derivative Instruments [Table Text Block] | The effects of derivative instruments that are designated as hedging instruments on the condensed consolidated statements of operations for the three and six months ended June 30, 2016 and 2015 are as follows: Three Months Ended Gain recognized in OCI Location Gain/(loss) reclassified Location of gain/(loss) recognized in income Gain/(loss) recognized 2016 2015 2016 2015 2016 2015 Foreign exchange forwards $ (46 ) $ 38 Other (income)/expense, net $ (8 ) $ (1 ) Other (income)/expense, net $ — $ — Total $ (46 ) $ 38 $ (8 ) $ (1 ) $ — $ — Six Months ended June 30, Gain/(loss) recognized in OCI Location Gain reclassified Location of gain/(loss) recognized in income Gain/(loss) recognized 2016 2015 2016 2015 2016 2015 Foreign exchange forwards $ (74 ) $ 25 Other (income)/expense, net $ (12 ) $ — Other (income)/ expense, net $ — $ — Total $ (74 ) $ 25 $ (12 ) $ — $ — $ — The effects of derivatives that have not been designated as hedging instruments on the condensed consolidated statements of operations for the three and six months ended June 30, 2016 and 2015 are as follows: (Loss)/gain recognized in income Three Months Ended Six Months Ended Derivatives not designated as hedging instruments: Location of (loss)/gain 2016 2015 2016 2015 Foreign exchange forwards Other (income)/expense, net $ — $ (1 ) $ (10 ) $ (1 ) Total $ — $ (1 ) $ (10 ) $ (1 ) |
Debt (Tables)
Debt (Tables) | 6 Months Ended |
Jun. 30, 2016 | |
Debt Disclosure [Abstract] | |
Schedule of Debt | Short-term debt and current portion of long-term debt consists of the following: June 30, 2016 December 31, 2015 1-year term loan facility matures 2016 $ — $ 587 4.125% senior notes due 2016 — 300 6.200% senior notes due 2017 394 — Current portion of 7-year term loan facility expires 2018 22 22 Current portion of term loan expires 2019 85 — Short-term borrowing under bank overdraft arrangement 27 79 $ 528 $ 988 Long-term debt consists of the following: June 30, 2016 December 31, 2015 Revolving $800 million credit facility $ 81 $ 467 6.200% senior notes due 2017 — 394 7-year term loan facility expires 2018 207 218 Term loan expires 2019 211 — 7.000% senior notes due 2019 186 186 5.750% senior notes due 2021 495 495 3.500% senior notes due 2021 446 — 2.125% senior notes due 2022 594 — 4.625% senior notes due 2023 247 247 4.400% senior notes due 2026 543 — 6.125% senior notes due 2043 271 271 $ 3,281 $ 2,278 |
Fair Value Measurements (Tables
Fair Value Measurements (Tables) | 6 Months Ended |
Jun. 30, 2016 | |
Fair Value Disclosures [Abstract] | |
Schedule of Assets and Liabilities Measured at Fair Value on Recurring Basis | The following presents our assets and liabilities measured at fair value on a recurring basis at June 30, 2016 and December 31, 2015 : Fair Value Measurements on a Recurring Basis at June 30, 2016 Level 1 Level 2 Level 3 Total Assets: Available-for-sale securities: Mutual funds / exchange traded funds $ 37 $ — $ — $ 37 Derivatives: Derivative financial instruments (i) $ — $ 34 $ — $ 34 Liabilities: Derivatives: Derivative financial instruments (i) $ — $ 146 $ — $ 146 Fair Value Measurements on a Recurring Basis at December 31, 2015 Level 1 Level 2 Level 3 Total Assets: Derivatives: Derivative financial instruments (i) $ — $ 26 $ — $ 26 Liabilities: Derivatives: Derivative financial instruments (i) $ — $ 57 $ — $ 57 _________________________ i See Note 8 — Derivative Financial Instruments for further information on our derivative instruments. |
Schedule of Liabilities Whose Carrying Values Differ From the Fair Value and are Not Measured on a Recurring Basis | The following presents our liabilities whose carrying value differs from the fair value and are not measured at fair value on a recurring basis at June 30, 2016 and December 31, 2015 : June 30, 2016 December 31, 2015 Carrying Value Fair Value Carrying Value Fair Value Liabilities: Current portion of long term debt $ 528 $ 542 $ 988 $ 998 Long-term debt $ 3,281 $ 2,904 $ 2,278 $ 2,394 |
Retirement Benefits (Tables)
Retirement Benefits (Tables) | 6 Months Ended |
Jun. 30, 2016 | |
Compensation and Retirement Disclosure [Abstract] | |
Schedule of Net Periodic Benefit Cost | The following table sets forth the components of net periodic benefit cost for the Company’s defined benefit pension and post-retirement welfare plans for the three and six months ended June 30, 2016 and 2015 : Three Months Ended June 30, 2016 2015 U.S. U.K. Other PRW U.S. U.K. Other PRW Service cost $ 15 $ 6 $ 5 $ — $ — $ 8 $ — $ — Interest cost 34 28 7 1 10 26 1 — Expected return on plan assets (60 ) (64 ) (9 ) — (15 ) (55 ) (1 ) — Settlement — — — — — — — — Amortization of net loss/(gain) 3 11 — — 3 (6 ) — — Amortization of prior service (credit)/cost — (5 ) — — — 9 — — Net periodic benefit (income)/cost $ (8 ) $ (24 ) $ 3 $ 1 $ (2 ) $ (18 ) $ — $ — Six Months Ended June 30, 2016 2015 U.S. U.K. Other PRW U.S. U.K. Other PRW Service cost $ 30 $ 13 $ 9 $ — $ — $ 18 $ 1 $ — Interest cost 68 57 13 2 20 52 3 — Expected return on plan assets (119 ) (127 ) (17 ) — (29 ) (112 ) (2 ) — Settlement — — 2 — — — — — Amortization of net loss/(gain) 6 22 — — 6 (8 ) — — Amortization of prior service (credit)/cost — (10 ) — — — 18 — — Net periodic benefit (income)/cost $ (15 ) $ (45 ) $ 7 $ 2 $ (3 ) $ (32 ) $ 2 $ — |
Supplementary Information for36
Supplementary Information for Select Balance Sheet Accounts (Tables) | 6 Months Ended |
Jun. 30, 2016 | |
Deferred Costs, Capitalized, Prepaid, and Other Assets Disclosure [Abstract] | |
Schedule of Accounts Receivable, Net | Accounts receivable, net consists of the following: June 30, December 31, Billed, net of allowance for doubtful debts of $35 million and $22 million $ 1,844 $ 1,051 Accrued and unbilled, at estimated net realizable value 343 207 Accounts receivable, net $ 2,187 $ 1,258 |
Schedule of Prepaid and Other Current Assets | Prepaid and other current assets consist of the following: June 30, December 31, Prepayments and accrued income $ 129 $ 86 Derivatives and investments 29 29 Deferred compensation plan assets 19 20 Retention incentives 12 14 Corporate income and other taxes 68 66 Other current assets 70 40 Total prepaid and other current assets $ 327 $ 255 |
Schedule of Other Non-current Assets | Other non-current assets consist of the following: June 30, December 31, Prepayments and accrued income $ 17 $ 23 Deferred compensation plan assets 100 102 Deferred tax assets 38 76 Accounts receivable, net 28 30 Other investments 31 42 Other non-current assets 116 25 Total other non-current assets $ 330 $ 298 |
Schedule of Other Current Liabilities | Other current liabilities consist of the following: June 30, December 31, Accounts payable $ 123 $ 75 Income and other taxes payable 129 45 Contingent and deferred consideration on acquisition 62 68 Payroll related liabilities 169 82 Derivatives 71 31 Third party commissions 187 177 Other current liabilities 160 125 Total other current liabilities $ 901 $ 603 |
Schedule of Other Non-Current Liabilities | Other non-current liabilities consist of the following: June 30, December 31, Incentives from lessors $ 147 $ 175 Deferred compensation plan liability 100 102 Contingent and deferred consideration on acquisition 100 156 Derivatives 54 27 Other non-current liabilities 160 73 Total other non-current liabilities $ 561 $ 533 |
Accumulated Other Comprehensi37
Accumulated Other Comprehensive Income/(Loss) (Tables) | 6 Months Ended |
Jun. 30, 2016 | |
Equity [Abstract] | |
Schedule of Accumulated Other Comprehensive Income (Loss) | Foreign currency translation (i) Gains and losses on cash flow hedges (i) Defined pension and post-retirement benefit costs (ii) Total As of December 31, 2014 $ (191 ) $ 18 $ (893 ) $ (1,066 ) Other comprehensive (loss)/income before reclassifications (39 ) 21 200 182 Amounts reclassified from accumulated other comprehensive income (net of income tax of $3) — (1 ) 13 12 Net current-period other comprehensive (loss)/income (39 ) 20 213 194 As of June 30, 2015 $ (230 ) $ 38 $ (680 ) $ (872 ) As of December 31, 2015 $ (314 ) $ (10 ) $ (713 ) $ (1,037 ) Other comprehensive (loss)/income before reclassifications (84 ) (55 ) (20 ) (159 ) Amounts reclassified from accumulated other comprehensive income (net of income tax of $4) — (8 ) 23 15 Net current-period other comprehensive (loss)/income (84 ) (63 ) 3 (144 ) As of June 30, 2016 $ (398 ) $ (73 ) $ (710 ) $ (1,181 ) ________________________ i Reclassification adjustments from accumulated other comprehensive income are included in other (income)/expense, net of foreign currency translation and gains and losses on cash flow hedges. See Note 8 — Derivative Financial Instruments for additional details regarding the reclassification adjustments for the hedge settlements. ii Reclassification adjustments from accumulated other comprehensive income are included in the computation of net periodic pension cost (see Note 11 — Retirement Benefits ) which is included in salaries and benefits in the accompanying condensed consolidated statements of operations. |
Earnings Per Share (Tables)
Earnings Per Share (Tables) | 6 Months Ended |
Jun. 30, 2016 | |
Earnings Per Share [Abstract] | |
Schedule of Basic and Diluted Earnings Per Share | Basic and diluted earnings per share are as follows: Three Months Ended June 30, Six Months Ended June 30, 2016 2015 2016 2015 Net income attributable to Willis Towers Watson $ 72 $ 70 $ 310 $ 280 Basic average number of shares outstanding (i) 139 68 137 68 Dilutive effect of potentially issuable shares (i) 1 1 1 1 Diluted average number of shares outstanding (i) 140 69 138 69 Basic earnings per share (i) $ 0.52 $ 1.03 $ 2.26 $ 4.12 Dilutive effect of potentially issuable shares (i) (0.01 ) (0.02 ) (0.01 ) (0.06 ) Diluted earnings per share (i) $ 0.51 $ 1.01 $ 2.25 $ 4.06 ____________________________ i. Shares outstanding, potentially issuable shares, basic and diluted earnings per share, and the dilutive effect of potentially issuable shares, for the three and six months ended June 30, 2015 have been retroactively adjusted to reflect the reverse stock split effected on January 4, 2016. See Note 3 — Merger and Acquisitions for further details. |
Financial Information for Par39
Financial Information for Parent Guarantor, Other Guarantor Subsidiaries and Non-Guarantor Subsidiaries (Tables) | 6 Months Ended |
Jun. 30, 2016 | |
Condensed Financial Information of Parent Company Only Disclosure [Abstract] | |
Unaudited Condensed Consolidated Statement of Operations | Unaudited Condensed Consolidated Statement of Operations Six Months Ended June 30, 2015 Willis The Other The Other Consolidating Consolidated Revenues Commissions and fees $ — $ — $ 4 $ 1,994 $ — $ 1,998 Interest and other income — — — 11 — 11 Total revenues — — 4 2,005 — 2,009 Costs of providing services Salaries and benefits (1 ) — (42 ) (1,085 ) — (1,128 ) Other operating expenses (9 ) (55 ) (11 ) (264 ) — (339 ) Depreciation — (3 ) (8 ) (34 ) — (45 ) Amortization — — — (30 ) — (30 ) Restructuring costs — (14 ) (13 ) (42 ) — (69 ) Total costs of providing services (10 ) (72 ) (74 ) (1,455 ) — (1,611 ) (Loss) Income from operations (10 ) (72 ) (70 ) 550 — 398 Income from Group undertakings — 110 112 49 (271 ) — Expenses due to Group undertakings — (15 ) (89 ) (167 ) 271 — Interest expense (21 ) (18 ) (22 ) (7 ) — (68 ) Other (expense)/income, net (8 ) — — 24 1 17 (LOSS) INCOME FROM CONTINUING OPERATIONS BEFORE INCOME TAXES AND INTEREST IN EARNINGS OF ASSOCIATES (39 ) 5 (69 ) 449 1 347 Benefit/(provision) for income taxes — 17 22 (114 ) — (75 ) (LOSS) INCOME FROM CONTINUING OPERATIONS BEFORE INTEREST IN EARNINGS OF ASSOCIATES (39 ) 22 (47 ) 335 1 272 Interest in earnings/(loss) of associates, net of tax — 4 — 10 — 14 Equity account for subsidiaries 319 286 96 — (701 ) — NET INCOME 280 312 49 345 (700 ) 286 Income attributable to non-controlling interests — — — (6 ) — (6 ) NET INCOME ATTRIBUTABLE TO WILLIS TOWERS WATSON $ 280 $ 312 $ 49 $ 339 $ (700 ) $ 280 Unaudited Condensed Consolidated Statement of Operations Three Months Ended June 30, 2016 Willis The Other The Other Consolidating Consolidated Revenues Commissions and fees $ — $ — $ 4 $ 1,890 $ — $ 1,894 Interest and other income — 1 — 54 — 55 Total revenues — 1 4 1,944 — 1,949 Costs of providing services Salaries and benefits (1 ) (1 ) (10 ) (1,189 ) — (1,201 ) Other operating expenses (2 ) (22 ) (14 ) (335 ) — (373 ) Depreciation — (1 ) (3 ) (40 ) — (44 ) Amortization — — — (125 ) — (125 ) Restructuring costs — (7 ) (7 ) (27 ) — (41 ) Integration expenses 1 — (4 ) (26 ) — (29 ) Total costs of providing services (2 ) (31 ) (38 ) (1,742 ) — (1,813 ) (Loss) Income from operations (2 ) (30 ) (34 ) 202 — 136 Income from Group undertakings — 120 62 40 (222 ) — Expenses due to Group undertakings — (26 ) (43 ) (153 ) 222 — Interest expense (6 ) (26 ) (9 ) (6 ) — (47 ) Other income/(expense), net — 2 — 4 — 6 (LOSS) INCOME FROM CONTINUING OPERATIONS BEFORE INCOME TAXES AND INTEREST IN EARNINGS OF ASSOCIATES (8 ) 40 (24 ) 87 — 95 Benefit/(provision) for income taxes — 10 3 (32 ) — (19 ) (LOSS) INCOME FROM CONTINUING OPERATIONS BEFORE INTEREST IN EARNINGS OF ASSOCIATES (8 ) 50 (21 ) 55 — 76 Equity account for subsidiaries 80 7 107 — (194 ) — NET INCOME 72 57 86 55 (194 ) 76 Income attributable to non-controlling interests — — — (4 ) — (4 ) NET INCOME ATTRIBUTABLE TO WILLIS TOWERS WATSON $ 72 $ 57 $ 86 $ 51 $ (194 ) $ 72 Unaudited Condensed Consolidated Statement of Comprehensive Income Three Months Ended June 30, 2016 Willis Towers Watson The Other Guarantors The Issuer Other Consolidating adjustments Consolidated Comprehensive (loss)/income before non-controlling interests $ (56 ) $ (70 ) $ 27 $ (61 ) $ 98 $ (62 ) Less: Comprehensive loss/(income) attributable to non-controlling interest — — — 6 — 6 Comprehensive (loss)/income attributable to Willis Towers Watson $ (56 ) $ (70 ) $ 27 $ (55 ) $ 98 $ (56 ) Unaudited Condensed Consolidated Statement of Operations Three Months Ended June 30, 2015 Willis The Other The Other Consolidating Consolidated Revenues Commissions and fees $ — $ — $ — $ 917 $ — $ 917 Interest and other income — — — 5 — 5 Total revenues — — — 922 — 922 Costs of providing services Salaries and benefits (1 ) — (22 ) (538 ) — (561 ) Other operating expenses — (41 ) (9 ) (129 ) — (179 ) Depreciation — (2 ) (4 ) (17 ) — (23 ) Amortization — — — (16 ) — (16 ) Restructuring costs — — (8 ) (30 ) — (38 ) Total costs of providing services (1 ) (43 ) (43 ) (730 ) — (817 ) (Loss) Income from operations (1 ) (43 ) (43 ) 192 — 105 Income from Group undertakings — 56 56 24 (136 ) — Expenses due to Group undertakings — (7 ) (45 ) (84 ) 136 — Interest expense (10 ) (9 ) (11 ) (5 ) — (35 ) Other income/(expense), net 4 (6 ) — 25 — 23 (LOSS) INCOME FROM CONTINUING OPERATIONS BEFORE INCOME TAXES AND INTEREST IN EARNINGS OF ASSOCIATES (7 ) (9 ) (43 ) 152 — 93 Benefit/(provision) for income taxes — 11 14 (44 ) — (19 ) (LOSS) INCOME FROM CONTINUING OPERATIONS BEFORE INTEREST IN EARNINGS OF ASSOCIATES (7 ) 2 (29 ) 108 — 74 Interest in earnings/(loss) of associates, net of tax — 2 — (4 ) — (2 ) Equity account for subsidiaries 77 71 30 — (178 ) — NET INCOME 70 75 1 104 (178 ) 72 Income attributable to non-controlling interests — — — (2 ) — (2 ) NET INCOME ATTRIBUTABLE TO WILLIS TOWERS WATSON $ 70 $ 75 $ 1 $ 102 $ (178 ) $ 70 Unaudited Condensed Consolidated Statement of Comprehensive Income Three Months Ended June 30, 2015 Willis Towers Watson The Other Guarantors The Issuer Other Consolidating adjustments Consolidated Comprehensive income/(loss) before non-controlling interests $ 150 $ 154 $ 4 $ 176 $ (328 ) $ 156 Less: Comprehensive (income)/loss attributable to non-controlling interest — — — (6 ) — (6 ) Comprehensive income/(loss) attributable to Willis Towers Watson $ 150 $ 154 $ 4 $ 170 $ (328 ) $ 150 Unaudited Condensed Consolidated Statement of Operations Six Months Ended June 30, 2016 Willis The Other The Other Consolidating Consolidated Revenues Commissions and fees $ — $ — $ 11 $ 4,102 $ — $ 4,113 Interest and other income — 1 — 69 — 70 Total revenues — 1 11 4,171 — 4,183 Costs of providing services Salaries and benefits (1 ) (1 ) (24 ) (2,371 ) — (2,397 ) Other operating expenses (3 ) (57 ) (72 ) (672 ) — (804 ) Depreciation — (2 ) (7 ) (78 ) — (87 ) Amortization — — — (286 ) — (286 ) Restructuring costs — (11 ) (16 ) (39 ) — (66 ) Integration expenses — (12 ) (10 ) (59 ) — (81 ) Total costs of providing services (4 ) (83 ) (129 ) (3,505 ) — (3,721 ) (Loss) Income from operations (4 ) (82 ) (118 ) 666 — 462 Income from Group undertakings — 241 116 70 (427 ) — Expenses due to Group undertakings — (40 ) (86 ) (301 ) 427 — Interest expense (17 ) (43 ) (19 ) (14 ) — (93 ) Other (expense)/income, net (1 ) 2 — (13 ) — (12 ) (LOSS) INCOME FROM CONTINUING OPERATIONS BEFORE INCOME TAXES AND INTEREST IN EARNINGS OF ASSOCIATES (22 ) 78 (107 ) 408 — 357 Benefit/(provision) for income taxes — 23 31 (91 ) — (37 ) (LOSS) INCOME FROM CONTINUING OPERATIONS BEFORE INTEREST IN EARNINGS OF ASSOCIATES (22 ) 101 (76 ) 317 — 320 Interest in earnings/(loss) of associates, net of tax — — — 1 — 1 Equity account for subsidiaries 332 206 121 — (659 ) — NET INCOME 310 307 45 318 (659 ) 321 Income attributable to non-controlling interests — — — (11 ) — (11 ) NET INCOME ATTRIBUTABLE TO WILLIS TOWERS WATSON $ 310 $ 307 $ 45 $ 307 $ (659 ) $ 310 Unaudited Condensed Consolidated Statement of Operations Six Months Ended June 30, 2015 Willis The Other Consolidating Consolidated Revenues Commissions and fees $ — $ 4 $ 1,994 $ — $ 1,998 Interest and other income — — 11 — 11 Total revenues — 4 2,005 — 2,009 Costs of providing services Salaries and benefits (1 ) (42 ) (1,085 ) — (1,128 ) Other operating expenses (9 ) (66 ) (264 ) — (339 ) Depreciation — (11 ) (34 ) — (45 ) Amortization — — (30 ) — (30 ) Restructuring costs — (27 ) (42 ) — (69 ) Total costs of providing services (10 ) (146 ) (1,455 ) — (1,611 ) (Loss) Income from operations (10 ) (142 ) 550 — 398 Income from Group undertakings — 167 49 (216 ) — Expenses due to Group undertakings — (49 ) (167 ) 216 — Interest expense (21 ) (40 ) (7 ) — (68 ) Other (expense)/income, net (8 ) — 24 1 17 (LOSS) INCOME FROM CONTINUING OPERATIONS BEFORE INCOME TAXES AND INTEREST IN EARNINGS OF ASSOCIATES (39 ) (64 ) 449 1 347 Benefit/(provision) for income taxes — 39 (114 ) — (75 ) (LOSS) INCOME FROM CONTINUING OPERATIONS BEFORE INTEREST IN EARNINGS OF ASSOCIATES (39 ) (25 ) 335 1 272 Interest in earnings/(loss) of associates, net of tax — 4 10 — 14 Equity account for subsidiaries 319 333 — (652 ) — NET INCOME 280 312 345 (651 ) 286 Income attributable to non-controlling interests — — (6 ) — (6 ) NET INCOME ATTRIBUTABLE TO WILLIS TOWERS WATSON $ 280 $ 312 $ 339 $ (651 ) $ 280 Unaudited Condensed Consolidated Statement of Operations Six Months Ended June 30, 2016 Willis The Other Consolidating Consolidated Revenues Commissions and fees $ — $ 11 $ 4,102 $ — $ 4,113 Interest and other income — 1 69 — 70 Total revenues — 12 4,171 — 4,183 Costs of providing services Salaries and benefits (1 ) (25 ) (2,371 ) — (2,397 ) Other operating expenses (3 ) (129 ) (672 ) — (804 ) Depreciation — (9 ) (78 ) — (87 ) Amortization — — (286 ) — (286 ) Restructuring costs — (27 ) (39 ) — (66 ) Integration expenses — (22 ) (59 ) — (81 ) Total costs of providing services (4 ) (212 ) (3,505 ) — (3,721 ) (Loss) Income from operations (4 ) (200 ) 666 — 462 Income from Group undertakings — 302 70 (372 ) — Expenses due to Group undertakings — (71 ) (301 ) 372 — Interest expense (17 ) (62 ) (14 ) — (93 ) Other (expense)/income, net (1 ) 2 (13 ) — (12 ) (LOSS) INCOME FROM CONTINUING OPERATIONS BEFORE INCOME TAXES AND INTEREST IN EARNINGS OF ASSOCIATES (22 ) (29 ) 408 — 357 Benefit/(provision) for income taxes — 54 (91 ) — (37 ) (LOSS) INCOME FROM CONTINUING OPERATIONS BEFORE INTEREST IN EARNINGS OF ASSOCIATES (22 ) 25 317 — 320 Interest in earnings/(loss) of associates, net of tax — — 1 — 1 Equity account for subsidiaries 332 282 — (614 ) — NET INCOME 310 307 318 (614 ) 321 Income attributable to non-controlling interests — — (11 ) — (11 ) NET INCOME ATTRIBUTABLE TO WILLIS TOWERS WATSON $ 310 $ 307 $ 307 $ (614 ) $ 310 Unaudited Condensed Consolidated Statement of Operations Six Months Ended June 30, 2016 Willis The Other The Other Consolidating Consolidated Revenues Commissions and fees $ — $ 11 $ — $ 4,102 $ — $ 4,113 Interest and other income — 1 — 69 — 70 Total revenues — 12 — 4,171 — 4,183 Costs of providing services Salaries and benefits (1 ) (25 ) — (2,371 ) — (2,397 ) Other operating expenses (3 ) (129 ) — (672 ) — (804 ) Depreciation — (9 ) — (78 ) — (87 ) Amortization — — — (286 ) — (286 ) Restructuring costs — (27 ) — (39 ) — (66 ) Integration expenses — (22 ) — (59 ) — (81 ) Total costs of providing services (4 ) (212 ) — (3,505 ) — (3,721 ) (Loss) Income from operations (4 ) (200 ) — 666 — 462 Income from Group undertakings — 296 64 70 (430 ) — Expenses due to Group undertakings — (116 ) (13 ) (301 ) 430 — Interest expense (17 ) (18 ) (44 ) (14 ) — (93 ) Other (expense)/income, net (1 ) 2 — (13 ) — (12 ) (LOSS) INCOME FROM CONTINUING OPERATIONS BEFORE INCOME TAXES AND INTEREST IN EARNINGS OF ASSOCIATES (22 ) (36 ) 7 408 — 357 Benefit/(provision) for income taxes — 55 (1 ) (91 ) — (37 ) (LOSS) INCOME FROM CONTINUING OPERATIONS BEFORE INTEREST IN EARNINGS OF ASSOCIATES (22 ) 19 6 317 — 320 Interest in earnings/(loss) of associates, net of tax — — — 1 — 1 Equity account for subsidiaries 332 288 112 — (732 ) — NET INCOME 310 307 118 318 (732 ) 321 Income attributable to non-controlling interests — — — (11 ) — (11 ) NET INCOME ATTRIBUTABLE TO WILLIS TOWERS WATSON $ 310 $ 307 $ 118 $ 307 $ (732 ) $ 310 Unaudited Condensed Consolidated Statement of Operations Six Months Ended June 30, 2015 Willis The Other The Other Consolidating Consolidated Revenues Commissions and fees $ — $ 4 $ — $ 1,994 $ — $ 1,998 Interest and other income — — — 11 — 11 Total revenues — 4 — 2,005 — 2,009 Costs of providing services Salaries and benefits (1 ) (42 ) — (1,085 ) — (1,128 ) Other operating expenses (9 ) (66 ) — (264 ) — (339 ) Depreciation — (11 ) — (34 ) — (45 ) Amortization — — — (30 ) — (30 ) Restructuring costs — (27 ) — (42 ) — (69 ) Integration expenses — — — — — — Total costs of providing services (10 ) (146 ) — (1,455 ) — (1,611 ) (Loss) Income from operations (10 ) (142 ) — 550 — 398 Income from Group undertakings — 180 45 49 (274 ) — Expenses due to Group undertakings — (93 ) (14 ) (167 ) 274 — Interest expense (21 ) (21 ) (19 ) (7 ) — (68 ) Other (expense)/income, net (8 ) — — 24 1 17 (LOSS) INCOME FROM CONTINUING OPERATIONS BEFORE INCOME TAXES AND INTEREST IN EARNINGS OF ASSOCIATES (39 ) (76 ) 12 449 1 347 Benefit/(provision) for income taxes — 42 (3 ) (114 ) — (75 ) (LOSS) INCOME FROM CONTINUING OPERATIONS BEFORE INTEREST IN EARNINGS OF ASSOCIATES (39 ) (34 ) 9 335 1 272 Interest in earnings/(loss) of associates, net of tax — 4 — 10 — 14 Equity account for subsidiaries 319 342 261 — (922 ) — NET INCOME 280 312 270 345 (921 ) 286 Income attributable to non-controlling interests — — — (6 ) — (6 ) NET INCOME ATTRIBUTABLE TO WILLIS TOWERS WATSON $ 280 $ 312 $ 270 $ 339 $ (921 ) $ 280 |
Unaudited Condensed Consolidated Statement of Comprehensive Income | Unaudited Condensed Consolidated Statement of Comprehensive Income Six Months Ended June 30, 2016 Willis Towers Watson The Other Guarantors The Issuer Other Consolidating adjustments Consolidated Comprehensive (loss)/income before non-controlling interests $ 166 $ 162 $ (31 ) $ 179 $ (307 ) $ 169 Less: Comprehensive (income)/loss attributable to non-controlling interest — — — (3 ) — (3 ) Comprehensive (loss)/income attributable to Willis Towers Watson $ 166 $ 162 $ (31 ) $ 176 $ (307 ) $ 166 Unaudited Condensed Consolidated Statement of Comprehensive Income Six Months Ended June 30, 2016 Willis Towers Watson — the Parent Issuer The Guarantors Other Consolidating adjustments Consolidated Comprehensive (loss)/income before non-controlling interests $ 166 $ 162 $ 179 $ (338 ) $ 169 Less: Comprehensive (income)/loss attributable to non-controlling interest — — (3 ) — (3 ) Comprehensive (loss)/income attributable to Willis Towers Watson $ 166 $ 162 $ 176 $ (338 ) $ 166 Unaudited Condensed Consolidated Statement of Comprehensive Income Six Months Ended June 30, 2015 Willis Towers Watson — the Parent Issuer The Guarantors Other Consolidating adjustments Consolidated Comprehensive income/(loss) before non-controlling interests $ 474 $ 508 $ 546 $ (1,051 ) $ 477 Less: Comprehensive (income)/loss attributable to non-controlling interest — — (3 ) — (3 ) Comprehensive income/(loss) attributable to Willis Towers Watson $ 474 $ 508 $ 543 $ (1,051 ) $ 474 Unaudited Condensed Consolidated Statement of Comprehensive Income Six Months Ended June 30, 2016 Willis Towers Watson The Other Guarantors The Issuer Other Consolidating adjustments Consolidated Comprehensive income/(loss) before non-controlling interests $ 166 $ 162 $ 56 $ 179 $ (394 ) $ 169 Less: Comprehensive (income)/loss attributable to non-controlling interest — — — (3 ) — (3 ) Comprehensive income/(loss) attributable to Willis Towers Watson $ 166 $ 162 $ 56 $ 176 $ (394 ) $ 166 Unaudited Condensed Consolidated Statement of Comprehensive Income Six Months Ended June 30, 2015 Willis Towers Watson The Other Guarantors The Issuer Other Consolidating adjustments Consolidated Comprehensive income/(loss) before non-controlling interests $ 474 $ 508 $ 474 $ 546 $ (1,525 ) $ 477 Less: Comprehensive (income)/loss attributable to non-controlling interest — — — (3 ) — (3 ) Comprehensive income/(loss) attributable to Willis Towers Watson $ 474 $ 508 $ 474 $ 543 $ (1,525 ) $ 474 |
Unaudited Condensed Consolidated Balance Sheet | Unaudited Condensed Consolidated Balance Sheet As of June 30, 2016 Willis The Other The Other Consolidating Consolidated ASSETS Cash and cash equivalents $ — $ 63 $ — $ 886 $ — $ 949 Fiduciary assets — — — 11,767 — 11,767 Accounts receivable, net — — 4 2,183 — 2,187 Prepaid and other current assets — 65 20 280 (38 ) 327 Amounts due from group undertakings 7,700 5,590 872 1,922 (16,084 ) — Total current assets 7,700 5,718 896 17,038 (16,122 ) 15,230 Investments in subsidiaries 3,951 8,415 5,911 — (18,277 ) — Fixed assets, net — 31 33 730 — 794 Goodwill — — — 10,527 — 10,527 Other intangible assets, net — — — 4,713 — 4,713 Pension benefits assets — — — 815 — 815 Other non-current assets — 4 54 275 (3 ) 330 Non-current amounts due from group undertakings — 918 810 — (1,728 ) — Total non-current assets 3,951 9,368 6,808 17,060 (20,008 ) 17,179 TOTAL ASSETS $ 11,651 $ 15,086 $ 7,704 $ 34,098 $ (36,130 ) $ 32,409 LIABILITIES AND EQUITY Fiduciary liabilities $ — $ — $ — $ 11,767 $ — $ 11,767 Deferred revenue and accrued expenses 1 15 19 1,186 — 1,221 Short-term debt and current portion of long-term debt — 22 394 112 — 528 Other current liabilities 75 94 — 770 (38 ) 901 Amounts due to group undertakings 30 8,743 1,713 5,598 (16,084 ) — Total current liabilities 106 8,874 2,126 19,433 (16,122 ) 14,417 Long-term debt 495 2,389 186 211 — 3,281 Liability for pension benefits — — — 1,160 — 1,160 Deferred tax liabilities — — 1 1,158 (3 ) 1,156 Provision for liabilities — — 120 474 — 594 Other non-current liabilities — 46 15 500 — 561 Amounts due to group undertakings — — 518 1,210 (1,728 ) — Total non-current liabilities 495 2,435 840 4,713 (1,731 ) 6,752 TOTAL LIABILITIES 601 11,309 2,966 24,146 (17,853 ) 21,169 REDEEMABLE NONCONTROLLING INTEREST — — — 52 — 52 EQUITY Total Willis Towers Watson shareholders’ equity 11,050 3,777 4,738 9,762 (18,277 ) 11,050 Noncontrolling interests — — — 138 — 138 Total equity 11,050 3,777 4,738 9,900 (18,277 ) 11,188 TOTAL LIABILITIES AND EQUITY $ 11,651 $ 15,086 $ 7,704 $ 34,098 $ (36,130 ) $ 32,409 Unaudited Condensed Consolidated Balance Sheet As of December 31, 2015 Willis The Other The Other Consolidating Consolidated ASSETS Cash and cash equivalents $ 3 $ 2 $ — $ 527 $ — $ 532 Fiduciary assets — — — 10,458 — 10,458 Accounts receivable, net — — 7 1,251 — 1,258 Prepaid and 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 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 Pension benefits assets — — — 623 — 623 Other non-current assets — 8 2 288 — 298 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 EQUITY Fiduciary liabilities $ — $ — $ — $ 10,458 $ — $ 10,458 Deferred revenue and accrued expenses 1 13 55 683 — 752 Short-term debt and current portion of long-term debt 300 609 — 79 — 988 Other current liabilities 15 38 23 534 (7 ) 603 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 Long-term debt 495 1,203 580 — — 2,278 Liability for pension benefits — — — 279 — 279 Deferred tax liabilities — 1 — 239 — 240 Provision for liabilities — — — 295 — 295 Investments in subsidiaries 387 — — — (387 ) — 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 REDEEMABLE NONCONTROLLING INTEREST — — — 53 — 53 EQUITY Total Willis Towers Watson shareholders’ 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 Unaudited Condensed Consolidated Balance Sheet As of June 30, 2016 Willis The Other Consolidating Consolidated ASSETS Cash and cash equivalents $ — $ 63 $ 886 $ — $ 949 Fiduciary assets — — 11,767 — 11,767 Accounts receivable, net — 4 2,183 — 2,187 Prepaid and other current assets — 85 280 (38 ) 327 Amounts due from group undertakings 7,700 4,695 1,922 (14,317 ) — Total current assets 7,700 4,847 17,038 (14,355 ) 15,230 Investments in subsidiaries 3,951 9,588 — (13,539 ) — Fixed assets, net — 64 730 — 794 Goodwill — — 10,527 — 10,527 Other intangible assets, net — — 4,713 — 4,713 Pension benefits assets — — 815 — 815 Other non-current assets — 58 275 (3 ) 330 Non-current amounts due from group undertakings — 1,729 — (1,729 ) — Total non-current assets 3,951 11,439 17,060 (15,271 ) 17,179 TOTAL ASSETS $ 11,651 $ 16,286 $ 34,098 $ (29,626 ) $ 32,409 LIABILITIES AND EQUITY Fiduciary liabilities $ — $ — $ 11,767 $ — $ 11,767 Deferred revenue and accrued expenses 1 34 1,186 — 1,221 Short-term debt and current portion of long-term debt — 416 112 — 528 Other current liabilities 75 94 770 (38 ) 901 Amounts due to group undertakings 30 8,689 5,598 (14,317 ) — Total current liabilities 106 9,233 19,433 (14,355 ) 14,417 Long-term debt 495 2,575 211 — 3,281 Liability for pension benefits — — 1,160 — 1,160 Deferred tax liabilities — 1 1,158 (3 ) 1,156 Provision for liabilities — 120 474 — 594 Other non-current liabilities — 61 500 — 561 Non-current amounts due to group undertakings — 519 1,210 (1,729 ) — Total non-current liabilities 495 3,276 4,713 (1,732 ) 6,752 TOTAL LIABILITIES 601 12,509 24,146 (16,087 ) 21,169 REDEEMABLE NONCONTROLLING INTEREST — — 52 — 52 EQUITY Total Willis Towers Watson shareholders’ equity 11,050 3,777 9,762 (13,539 ) 11,050 Noncontrolling interests — — 138 — 138 Total equity 11,050 3,777 9,900 (13,539 ) 11,188 TOTAL LIABILITIES AND EQUITY $ 11,651 $ 16,286 $ 34,098 $ (29,626 ) $ 32,409 Unaudited Condensed Consolidated Balance Sheet As of December 31, 2015 Willis Towers Watson — the Parent Issuer The Guarantors Other Consolidating adjustments Consolidated ASSETS Cash and cash equivalents $ 3 $ 2 $ 527 $ — $ 532 Fiduciary assets — — 10,458 — 10,458 Accounts receivable, net — 7 1,251 — 1,258 Prepaid and other current assets 1 67 194 (7 ) 255 Amounts due from group undertakings 3,423 1,257 1,259 (5,939 ) — Total current assets 3,427 1,333 13,689 (5,946 ) 12,503 Investments in subsidiaries — 4,275 — (4,275 ) — Fixed assets, net — 58 505 — 563 Goodwill — — 3,737 — 3,737 Other intangible assets, net — — 1,115 — 1,115 Pension benefits assets — — 623 — 623 Other non-current assets — 10 288 — 298 Non-current amounts due from group undertakings — 785 — (785 ) — Total non-current assets — 5,128 6,268 (5,060 ) 6,336 TOTAL ASSETS $ 3,427 $ 6,461 $ 19,957 $ (11,006 ) $ 18,839 LIABILITIES AND EQUITY Fiduciary liabilities $ — $ — $ 10,458 $ — $ 10,458 Deferred revenue and accrued expenses 1 68 683 — 752 Short-term debt and current portion of long-term debt 300 609 79 — 988 Other current liabilities 15 61 534 (7 ) 603 Amounts due to group undertakings — 4,437 1,502 (5,939 ) — Total current liabilities 316 5,175 13,256 (5,946 ) 12,801 Investments in subsidiaries 387 — — (387 ) — Long-term debt 495 1,783 — — 2,278 Liability for pension benefits — — 279 — 279 Deferred tax liabilities — 1 239 — 240 Provision for liabilities — — 295 — 295 Other non-current liabilities — 36 497 — 533 Non-current amounts due to group undertakings — — 785 (785 ) — Total non-current liabilities 882 1,820 2,095 (1,172 ) 3,625 TOTAL LIABILITIES 1,198 6,995 15,351 (7,118 ) 16,426 REDEEMABLE NONCONTROLLING INTEREST — — 53 — 53 EQUITY Total Willis Towers Watson shareholders’ equity 2,229 (534 ) 4,422 (3,888 ) 2,229 Noncontrolling interests — — 131 — 131 Total equity 2,229 (534 ) 4,553 (3,888 ) 2,360 TOTAL LIABILITIES AND EQUITY $ 3,427 $ 6,461 $ 19,957 $ (11,006 ) $ 18,839 Unaudited Condensed Consolidated Balance Sheet As of June 30, 2016 Willis The Other The Other Consolidating Consolidated ASSETS Cash and cash equivalents $ — $ 63 $ — $ 886 $ — $ 949 Fiduciary assets — — — 11,767 — 11,767 Accounts receivable, net — 4 — 2,183 — 2,187 Prepaid and other current assets — 90 1 280 (44 ) 327 Amounts due from group undertakings 7,700 4,261 1,748 1,922 (15,631 ) — Total current assets 7,700 4,418 1,749 17,038 (15,675 ) 15,230 Investments in subsidiaries 3,951 9,389 8,250 — (21,590 ) — Fixed assets, net — 64 — 730 — 794 Goodwill — — — 10,527 — 10,527 Other intangible assets, net — — — 4,713 — 4,713 Pension benefits assets — — — 815 — 815 Other non-current assets — 57 1 275 (3 ) 330 Non-current amounts due from group undertakings — 1,233 918 — (2,151 ) — Total non-current assets 3,951 10,743 9,169 17,060 (23,744 ) 17,179 TOTAL ASSETS $ 11,651 $ 15,161 $ 10,918 $ 34,098 $ (39,419 ) $ 32,409 LIABILITIES AND EQUITY Fiduciary liabilities $ — $ — $ — $ 11,767 $ — $ 11,767 Deferred revenue and accrued expenses 1 31 3 1,186 — 1,221 Short-term debt and current portion of long-term debt — 394 22 112 — 528 Other current liabilities 75 70 30 770 (44 ) 901 Amounts due to group undertakings 30 10,003 — 5,598 (15,631 ) — Total current liabilities 106 10,498 55 19,433 (15,675 ) 14,417 Long-term debt 495 186 2,389 211 — 3,281 Liability for pension benefits — — — 1,160 — 1,160 Deferred tax liabilities — 1 — 1,158 (3 ) 1,156 Provision for liabilities — 120 — 474 — 594 Other non-current liabilities — 61 — 500 — 561 Non-current amounts due to group undertakings — 518 423 1,210 (2,151 ) — Total non-current liabilities 495 886 2,812 4,713 (2,154 ) 6,752 TOTAL LIABILITIES 601 11,384 2,867 24,146 (17,829 ) 21,169 REDEEMABLE NONCONTROLLING INTEREST — — — 52 — 52 EQUITY Total Willis Towers Watson shareholders’ equity 11,050 3,777 8,051 9,762 (21,590 ) 11,050 Noncontrolling interests — — — 138 — 138 Total equity 11,050 3,777 8,051 9,900 (21,590 ) 11,188 TOTAL LIABILITIES AND EQUITY $ 11,651 $ 15,161 $ 10,918 $ 34,098 $ (39,419 ) $ 32,409 Unaudited Condensed Consolidated Balance Sheet As of December 31, 2015 Willis The Other The Other Consolidating Consolidated ASSETS Cash and cash equivalents $ 3 $ 2 $ — $ 527 $ — $ 532 Fiduciary assets — — — 10,458 — 10,458 Accounts receivable, net — 7 — 1,251 — 1,258 Prepaid and 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 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 Pension benefits assets — — — 623 — 623 Other non-current assets — 9 1 288 — 298 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 EQUITY Fiduciary liabilities $ — $ — $ — $ 10,458 $ — $ 10,458 Deferred revenue and accrued expenses 1 68 — 683 — 752 Short-term debt and current portion of long-term debt 300 — 609 79 — 988 Other current liabilities 15 50 16 534 (12 ) 603 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 Investment in subsidiaries 387 — — — (387 ) — Long-term debt 495 580 1,203 — — 2,278 Liability for pension benefits — — — 279 — 279 Deferred tax liabilities — 1 — 239 — 240 Provision 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 REDEEMABLE NONCONTROLLING INTEREST — — — 53 — 53 EQUITY Total Willis Towers Watson shareholders’ 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 |
Unaudited Condensed Consolidated Statement of Cash Flows | Unaudited Condensed Consolidated Statement of Cash Flows Six Months Ended June 30, 2016 Willis The Other The Other Consolidating Consolidated NET CASH FROM/(USED IN) OPERATING ACTIVITIES $ 42 $ (418 ) $ (187 ) $ 991 $ (1 ) $ 427 CASH FLOWS FROM/(USED IN) INVESTING ACTIVITIES Additions to fixed assets and software for internal use — (9 ) (5 ) (78 ) — (92 ) Capitalized software costs — — — (42 ) — (42 ) Acquisitions of operations, net of cash acquired — — — 419 — 419 Redemptions of held-to-maturity investments — — — 11 — 11 Sales and redemptions of available for sale securities — — — 11 — 11 Other, net — — — 1 — 1 Repayments of intercompany investing activities (4,268 ) (3,696 ) — (696 ) 8,660 — Reduction in investment in subsidiaries 4,600 3,600 — — (8,200 ) — Additional investment in subsidiaries — (4,600 ) — (3,600 ) 8,200 — Net cash from/(used in) investing activities $ 332 $ (4,705 ) $ (5 ) $ (3,974 ) $ 8,660 $ 308 CASH FLOWS (USED IN)/FROM FINANCING ACTIVITIES Net (payments on)/draw down of revolving credit facility — (393 ) — — — (393 ) Senior notes issued — 1,606 — — — 1,606 Proceeds from issue of other debt — 400 — 4 — 404 Debt issuance costs — (14 ) — — — (14 ) Repayments of debt (300 ) (1,026 ) — (500 ) — (1,826 ) Repurchase of shares (38 ) — — — — (38 ) Proceeds from issuance of shares and excess tax benefit 28 — — — — 28 Dividends paid (67 ) — — (1 ) 1 (67 ) Acquisitions of and dividends paid to noncontrolling interests — — — (15 ) — (15 ) Proceeds from intercompany financing activities — 4,611 192 3,857 (8,660 ) — Net cash (used in)/from financing activities $ (377 ) $ 5,184 $ 192 $ 3,345 $ (8,659 ) $ (315 ) (DECREASE)/INCREASE IN CASH AND CASH EQUIVALENTS (3 ) 61 — 362 — 420 Effect of exchange rate changes on cash and cash equivalents — — — (3 ) — (3 ) CASH AND CASH EQUIVALENTS, BEGINNING OF PERIOD 3 2 — 527 — 532 CASH AND CASH EQUIVALENTS, END OF PERIOD $ — $ 63 $ — $ 886 $ — $ 949 Unaudited Condensed Consolidated Statement of Cash Flows Six Months Ended June 30, 2015 Willis The Other The Other Consolidating Consolidated NET CASH (USED IN)/FROM OPERATING ACTIVITIES $ (4 ) $ 62 $ 17 $ (68 ) $ — $ 7 CASH FLOWS FROM/(USED IN) INVESTING ACTIVITIES Additions to fixed assets and software for internal use — (4 ) (5 ) (38 ) — (47 ) Acquisitions of operations, net of cash acquired — — — (228 ) — (228 ) Other, net — — — 27 — 27 Proceeds from intercompany investing activities 105 49 — 153 (307 ) — Repayments of intercompany investing activities — (72 ) (14 ) (218 ) 304 — Additional investment in subsidiaries — (274 ) — — 274 — Net cash from/(used in) investing activities $ 105 $ (301 ) $ (19 ) $ (304 ) $ 271 $ (248 ) CASH FLOWS (USED IN)/FROM FINANCING ACTIVITIES Net (payments on)/draw down of revolving credit facility — 220 — — — 220 Debt issuance costs — — — (1 ) — (1 ) Repayments of debt — (8 ) — — — (8 ) Repurchase of shares (79 ) — — — — (79 ) Proceeds from issuance of shares and excess tax benefit 84 — — 279 (274 ) 89 Dividends paid (109 ) — — — — (109 ) Acquisitions of and dividends paid to noncontrolling interests — — — (8 ) — (8 ) Proceeds from intercompany financing activities — 216 2 86 (304 ) — Repayments of intercompany financing activities — (189 ) — (118 ) 307 — Net cash (used in)/from financing activities $ (104 ) $ 239 $ 2 $ 238 $ (271 ) $ 104 DECREASE IN CASH AND CASH EQUIVALENTS (3 ) — — (134 ) — (137 ) Effect of exchange rate changes on cash and cash equivalents — — — (15 ) — (15 ) CASH AND CASH EQUIVALENTS, BEGINNING OF PERIOD 9 2 — 624 — 635 CASH AND CASH EQUIVALENTS, END OF PERIOD $ 6 $ 2 $ — $ 475 $ — $ 483 Unaudited Condensed Consolidated Statement of Cash Flows Six Months Ended June 30, 2016 Willis The Other Consolidating Consolidated NET CASH FROM/(USED IN) OPERATING ACTIVITIES $ 42 $ (605 ) $ 991 $ (1 ) $ 427 CASH FLOWS FROM/(USED IN) INVESTING ACTIVITIES Additions to fixed assets and software for internal use — (14 ) (78 ) — (92 ) Capitalized software costs — — (42 ) — (42 ) Acquisitions of operations, net of cash acquired — — 419 — 419 Redemptions of held-to-maturity investments — — 11 — 11 Sales and redemptions of available for sale securities — — 11 — 11 Other, net — — 1 — 1 Repayments of intercompany investing activities (4,268 ) (3,696 ) (696 ) 8,660 — Reduction in investment in subsidiaries 4,600 3,600 — (8,200 ) — Additional investment in subsidiaries — (4,600 ) (3,600 ) 8,200 — Net cash from/(used in) investing activities $ 332 $ (4,710 ) $ (3,974 ) $ 8,660 $ 308 CASH FLOWS (USED IN)/FROM FINANCING ACTIVITIES Net (payments on)/draw down of revolving credit facility — (393 ) — — (393 ) Senior notes issued — 1,606 — — 1,606 Proceeds from issue of other debt — 400 4 — 404 Debt issuance costs — (14 ) — — (14 ) Repayments of debt (300 ) (1,026 ) (500 ) — (1,826 ) Repurchase of shares (38 ) — — — (38 ) Proceeds from issuance of shares and excess tax benefit 28 — — — 28 Dividends paid (67 ) — (1 ) 1 (67 ) Acquisitions of and dividends paid to noncontrolling interests — — (15 ) — (15 ) Proceeds from intercompany financing activities — 4,803 3,857 (8,660 ) — Net cash (used in)/from financing activities $ (377 ) $ 5,376 $ 3,345 $ (8,659 ) $ (315 ) (DECREASE)/INCREASE IN CASH AND CASH EQUIVALENTS (3 ) 61 362 — 420 Effect of exchange rate changes on cash and cash equivalents — — (3 ) — (3 ) CASH AND CASH EQUIVALENTS, BEGINNING OF PERIOD 3 2 527 — 532 CASH AND CASH EQUIVALENTS, END OF PERIOD $ — $ 63 $ 886 $ — $ 949 Unaudited Condensed Consolidated Statement of Cash Flows Six Months Ended June 30, 2015 Willis The Other Consolidating Consolidated NET CASH (USED IN)/FROM OPERATING ACTIVITIES $ (4 ) $ 79 $ (68 ) $ — $ 7 CASH FLOWS FROM/(USED IN) INVESTING ACTIVITIES Additions to fixed assets and software for internal use — (9 ) (38 ) — (47 ) Acquisitions of operations, net of cash acquired — — (228 ) — (228 ) Other, net — — 27 — 27 Proceeds from intercompany investing activities 105 49 153 (307 ) — Repayments of intercompany investing activities — (86 ) (218 ) 304 — Additional investment in subsidiaries — (274 ) — 274 — Net cash from/(used in) investing activities $ 105 $ (320 ) $ (304 ) $ 271 $ (248 ) CASH FLOWS (USED IN)/FROM FINANCING ACTIVITIES Net (payments on)/draw down of revolving credit facility — 220 — — 220 Debt issuance costs — — (1 ) — (1 ) Repayments of debt — (8 ) — — (8 ) Repurchase of shares (79 ) — — — (79 ) Proceeds from issuance of shares and excess tax benefit 84 — 279 (274 ) 89 Dividends paid (109 ) — — — (109 ) Acquisitions of and dividends paid to noncontrolling interests — — (8 ) — (8 ) Proceeds from intercompany financing activities — 218 86 (304 ) — Repayments of intercompany financing activities — (189 ) (118 ) 307 — Net cash (used in)/from financing activities $ (104 ) $ 241 $ 238 $ (271 ) $ 104 DECREASE IN CASH AND CASH EQUIVALENTS (3 ) — (134 ) — (137 ) Effect of exchange rate changes on cash and cash equivalents — — (15 ) — (15 ) CASH AND CASH EQUIVALENTS, BEGINNING OF PERIOD 9 2 624 — 635 CASH AND CASH EQUIVALENTS, END OF PERIOD $ 6 $ 2 $ 475 $ — $ 483 Unaudited Condensed Consolidated Statement of Cash Flows Six Months Ended June 30, 2016 Willis The Other The Other Consolidating Consolidated NET CASH FROM/(USED IN) OPERATING ACTIVITIES $ 42 $ (228 ) $ (377 ) $ 991 $ (1 ) $ 427 CASH FLOWS FROM/(USED IN) INVESTING ACTIVITIES Additions to fixed assets and software for internal use — (14 ) — (78 ) — (92 ) Capitalized software costs — — — (42 ) — (42 ) Acquisitions of operations, net of cash acquired — — — 419 — 419 Redemptions of held-to-maturity investments — — — 11 — 11 Sales and redemptions of available for sale securities — — — 11 — 11 Other, net — — — 1 — 1 Proceeds from intercompany investing activities — 12 — — (12 ) — Repayments of intercompany investing activities (4,268 ) (3,512 ) (184 ) (696 ) 8,660 — Reduction in investment in subsidiaries 4,600 3,600 — — (8,200 ) — Additional investment in subsidiaries — (4,600 ) — (3,600 ) 8,200 — Net cash from/(used in) investing activities $ 332 $ (4,514 ) $ (184 ) $ (3,974 ) $ 8,648 $ 308 CASH FLOWS (USED IN)/FROM FINANCING ACTIVITIES Net (payments on)/draw down of revolving credit facility — — (393 ) — — (393 ) Senior notes issued — — 1,606 — — 1,606 Proceeds from issue of other debt — — 400 4 — 404 Debt issuance costs — — (14 ) — — (14 ) Repayments of debt (300 ) — (1,026 ) (500 ) — (1,826 ) Repurchase of shares (38 ) — — — — (38 ) Proceeds from issuance of shares and excess tax benefit 28 — — — — 28 Dividends paid (67 ) — — (1 ) 1 (67 ) Acquisitions of and dividends paid to noncontrolling interests — — — (15 ) — (15 ) Proceeds from intercompany financing activities — 4,803 — 3,857 (8,660 ) — Repayments of intercompany financing activities — — (12 ) — 12 — Net cash (used in)/from financing activities $ (377 ) $ 4,803 $ 561 $ 3,345 $ (8,647 ) $ (315 ) (DECREASE)/INCREASE IN CASH AND CASH EQUIVALENTS (3 ) 61 — 362 — 420 Effect of exchange rate changes on cash and cash equivalents — — — (3 ) — (3 ) CASH AND CASH EQUIVALENTS, BEGINNING OF PERIOD 3 2 — 527 — 532 CASH AND CASH EQUIVALENTS, END OF PERIOD $ — $ 63 $ — $ 886 $ — $ 949 Unaudited Condensed Consolidated Statement of Cash Flows Six Months Ended June 30, 2015 Willis The Other The Other Consolidating Consolidated NET CASH (USED IN)/FROM OPERATING ACTIVITIES $ (4 ) $ 70 $ 9 $ (68 ) $ — $ 7 CASH FLOWS FROM/(USED IN) INVESTING ACTIVITIES Additions to fixed assets and software for internal use — (9 ) — (38 ) — (47 ) Acquisitions of operations, net of cash acquired — — — (228 ) — (228 ) Other, net — — — 27 — 27 Proceeds from intercompany investing activities 105 49 — 153 (307 ) — Repayments of intercompany investing activities — (14 ) (72 ) (218 ) 304 — Additional investment in subsidiaries — (274 ) — — 274 — Net cash from/(used in) investing activities $ 105 $ (248 ) $ (72 ) $ (304 ) $ 271 $ (248 ) CASH FLOWS (USED IN)/FROM FINANCING ACTIVITIES Net (payments on)/draw down of revolving credit facility — — 220 — — 220 Debt issuance costs — — — (1 ) — (1 ) Repayments of debt — — (8 ) — — (8 ) Repurchase of shares (79 ) — — — — (79 ) Proceeds from issuance of shares and excess tax benefit 84 — — 279 (274 ) 89 Dividends paid (109 ) — — — — (109 ) Acquisitions of and dividends paid to noncontrolling interests — — — (8 ) — (8 ) Proceeds from intercompany financing activities — 218 — 86 (304 ) — Repayments of intercompany financing activities — (40 ) (149 ) (118 ) 307 — Net cash (used in)/from financing activities $ (104 ) $ 178 $ 63 $ 238 $ (271 ) $ 104 DECREASE IN CASH AND CASH EQUIVALENTS (3 ) — — (134 ) — (137 ) Effect of exchange rate changes on cash and cash equivalents — — — (15 ) — (15 ) CASH AND CASH EQUIVALENTS, BEGINNING OF PERIOD 9 2 — 624 — 635 CASH AND CASH EQUIVALENTS, END OF PERIOD $ 6 $ 2 $ — $ 475 $ — $ 483 |
Financial Information for Par40
Financial Information for Parent Issuer, Guarantor Subsidiaries and Non-Guarantor Subsidiaries (Tables) | 6 Months Ended |
Jun. 30, 2016 | |
Condensed Financial Information of Parent Company Only Disclosure [Abstract] | |
Unaudited Condensed Consolidated Statement of Operations | Unaudited Condensed Consolidated Statement of Operations Six Months Ended June 30, 2015 Willis The Other The Other Consolidating Consolidated Revenues Commissions and fees $ — $ — $ 4 $ 1,994 $ — $ 1,998 Interest and other income — — — 11 — 11 Total revenues — — 4 2,005 — 2,009 Costs of providing services Salaries and benefits (1 ) — (42 ) (1,085 ) — (1,128 ) Other operating expenses (9 ) (55 ) (11 ) (264 ) — (339 ) Depreciation — (3 ) (8 ) (34 ) — (45 ) Amortization — — — (30 ) — (30 ) Restructuring costs — (14 ) (13 ) (42 ) — (69 ) Total costs of providing services (10 ) (72 ) (74 ) (1,455 ) — (1,611 ) (Loss) Income from operations (10 ) (72 ) (70 ) 550 — 398 Income from Group undertakings — 110 112 49 (271 ) — Expenses due to Group undertakings — (15 ) (89 ) (167 ) 271 — Interest expense (21 ) (18 ) (22 ) (7 ) — (68 ) Other (expense)/income, net (8 ) — — 24 1 17 (LOSS) INCOME FROM CONTINUING OPERATIONS BEFORE INCOME TAXES AND INTEREST IN EARNINGS OF ASSOCIATES (39 ) 5 (69 ) 449 1 347 Benefit/(provision) for income taxes — 17 22 (114 ) — (75 ) (LOSS) INCOME FROM CONTINUING OPERATIONS BEFORE INTEREST IN EARNINGS OF ASSOCIATES (39 ) 22 (47 ) 335 1 272 Interest in earnings/(loss) of associates, net of tax — 4 — 10 — 14 Equity account for subsidiaries 319 286 96 — (701 ) — NET INCOME 280 312 49 345 (700 ) 286 Income attributable to non-controlling interests — — — (6 ) — (6 ) NET INCOME ATTRIBUTABLE TO WILLIS TOWERS WATSON $ 280 $ 312 $ 49 $ 339 $ (700 ) $ 280 Unaudited Condensed Consolidated Statement of Operations Three Months Ended June 30, 2016 Willis The Other The Other Consolidating Consolidated Revenues Commissions and fees $ — $ — $ 4 $ 1,890 $ — $ 1,894 Interest and other income — 1 — 54 — 55 Total revenues — 1 4 1,944 — 1,949 Costs of providing services Salaries and benefits (1 ) (1 ) (10 ) (1,189 ) — (1,201 ) Other operating expenses (2 ) (22 ) (14 ) (335 ) — (373 ) Depreciation — (1 ) (3 ) (40 ) — (44 ) Amortization — — — (125 ) — (125 ) Restructuring costs — (7 ) (7 ) (27 ) — (41 ) Integration expenses 1 — (4 ) (26 ) — (29 ) Total costs of providing services (2 ) (31 ) (38 ) (1,742 ) — (1,813 ) (Loss) Income from operations (2 ) (30 ) (34 ) 202 — 136 Income from Group undertakings — 120 62 40 (222 ) — Expenses due to Group undertakings — (26 ) (43 ) (153 ) 222 — Interest expense (6 ) (26 ) (9 ) (6 ) — (47 ) Other income/(expense), net — 2 — 4 — 6 (LOSS) INCOME FROM CONTINUING OPERATIONS BEFORE INCOME TAXES AND INTEREST IN EARNINGS OF ASSOCIATES (8 ) 40 (24 ) 87 — 95 Benefit/(provision) for income taxes — 10 3 (32 ) — (19 ) (LOSS) INCOME FROM CONTINUING OPERATIONS BEFORE INTEREST IN EARNINGS OF ASSOCIATES (8 ) 50 (21 ) 55 — 76 Equity account for subsidiaries 80 7 107 — (194 ) — NET INCOME 72 57 86 55 (194 ) 76 Income attributable to non-controlling interests — — — (4 ) — (4 ) NET INCOME ATTRIBUTABLE TO WILLIS TOWERS WATSON $ 72 $ 57 $ 86 $ 51 $ (194 ) $ 72 Unaudited Condensed Consolidated Statement of Comprehensive Income Three Months Ended June 30, 2016 Willis Towers Watson The Other Guarantors The Issuer Other Consolidating adjustments Consolidated Comprehensive (loss)/income before non-controlling interests $ (56 ) $ (70 ) $ 27 $ (61 ) $ 98 $ (62 ) Less: Comprehensive loss/(income) attributable to non-controlling interest — — — 6 — 6 Comprehensive (loss)/income attributable to Willis Towers Watson $ (56 ) $ (70 ) $ 27 $ (55 ) $ 98 $ (56 ) Unaudited Condensed Consolidated Statement of Operations Three Months Ended June 30, 2015 Willis The Other The Other Consolidating Consolidated Revenues Commissions and fees $ — $ — $ — $ 917 $ — $ 917 Interest and other income — — — 5 — 5 Total revenues — — — 922 — 922 Costs of providing services Salaries and benefits (1 ) — (22 ) (538 ) — (561 ) Other operating expenses — (41 ) (9 ) (129 ) — (179 ) Depreciation — (2 ) (4 ) (17 ) — (23 ) Amortization — — — (16 ) — (16 ) Restructuring costs — — (8 ) (30 ) — (38 ) Total costs of providing services (1 ) (43 ) (43 ) (730 ) — (817 ) (Loss) Income from operations (1 ) (43 ) (43 ) 192 — 105 Income from Group undertakings — 56 56 24 (136 ) — Expenses due to Group undertakings — (7 ) (45 ) (84 ) 136 — Interest expense (10 ) (9 ) (11 ) (5 ) — (35 ) Other income/(expense), net 4 (6 ) — 25 — 23 (LOSS) INCOME FROM CONTINUING OPERATIONS BEFORE INCOME TAXES AND INTEREST IN EARNINGS OF ASSOCIATES (7 ) (9 ) (43 ) 152 — 93 Benefit/(provision) for income taxes — 11 14 (44 ) — (19 ) (LOSS) INCOME FROM CONTINUING OPERATIONS BEFORE INTEREST IN EARNINGS OF ASSOCIATES (7 ) 2 (29 ) 108 — 74 Interest in earnings/(loss) of associates, net of tax — 2 — (4 ) — (2 ) Equity account for subsidiaries 77 71 30 — (178 ) — NET INCOME 70 75 1 104 (178 ) 72 Income attributable to non-controlling interests — — — (2 ) — (2 ) NET INCOME ATTRIBUTABLE TO WILLIS TOWERS WATSON $ 70 $ 75 $ 1 $ 102 $ (178 ) $ 70 Unaudited Condensed Consolidated Statement of Comprehensive Income Three Months Ended June 30, 2015 Willis Towers Watson The Other Guarantors The Issuer Other Consolidating adjustments Consolidated Comprehensive income/(loss) before non-controlling interests $ 150 $ 154 $ 4 $ 176 $ (328 ) $ 156 Less: Comprehensive (income)/loss attributable to non-controlling interest — — — (6 ) — (6 ) Comprehensive income/(loss) attributable to Willis Towers Watson $ 150 $ 154 $ 4 $ 170 $ (328 ) $ 150 Unaudited Condensed Consolidated Statement of Operations Six Months Ended June 30, 2016 Willis The Other The Other Consolidating Consolidated Revenues Commissions and fees $ — $ — $ 11 $ 4,102 $ — $ 4,113 Interest and other income — 1 — 69 — 70 Total revenues — 1 11 4,171 — 4,183 Costs of providing services Salaries and benefits (1 ) (1 ) (24 ) (2,371 ) — (2,397 ) Other operating expenses (3 ) (57 ) (72 ) (672 ) — (804 ) Depreciation — (2 ) (7 ) (78 ) — (87 ) Amortization — — — (286 ) — (286 ) Restructuring costs — (11 ) (16 ) (39 ) — (66 ) Integration expenses — (12 ) (10 ) (59 ) — (81 ) Total costs of providing services (4 ) (83 ) (129 ) (3,505 ) — (3,721 ) (Loss) Income from operations (4 ) (82 ) (118 ) 666 — 462 Income from Group undertakings — 241 116 70 (427 ) — Expenses due to Group undertakings — (40 ) (86 ) (301 ) 427 — Interest expense (17 ) (43 ) (19 ) (14 ) — (93 ) Other (expense)/income, net (1 ) 2 — (13 ) — (12 ) (LOSS) INCOME FROM CONTINUING OPERATIONS BEFORE INCOME TAXES AND INTEREST IN EARNINGS OF ASSOCIATES (22 ) 78 (107 ) 408 — 357 Benefit/(provision) for income taxes — 23 31 (91 ) — (37 ) (LOSS) INCOME FROM CONTINUING OPERATIONS BEFORE INTEREST IN EARNINGS OF ASSOCIATES (22 ) 101 (76 ) 317 — 320 Interest in earnings/(loss) of associates, net of tax — — — 1 — 1 Equity account for subsidiaries 332 206 121 — (659 ) — NET INCOME 310 307 45 318 (659 ) 321 Income attributable to non-controlling interests — — — (11 ) — (11 ) NET INCOME ATTRIBUTABLE TO WILLIS TOWERS WATSON $ 310 $ 307 $ 45 $ 307 $ (659 ) $ 310 Unaudited Condensed Consolidated Statement of Operations Six Months Ended June 30, 2015 Willis The Other Consolidating Consolidated Revenues Commissions and fees $ — $ 4 $ 1,994 $ — $ 1,998 Interest and other income — — 11 — 11 Total revenues — 4 2,005 — 2,009 Costs of providing services Salaries and benefits (1 ) (42 ) (1,085 ) — (1,128 ) Other operating expenses (9 ) (66 ) (264 ) — (339 ) Depreciation — (11 ) (34 ) — (45 ) Amortization — — (30 ) — (30 ) Restructuring costs — (27 ) (42 ) — (69 ) Total costs of providing services (10 ) (146 ) (1,455 ) — (1,611 ) (Loss) Income from operations (10 ) (142 ) 550 — 398 Income from Group undertakings — 167 49 (216 ) — Expenses due to Group undertakings — (49 ) (167 ) 216 — Interest expense (21 ) (40 ) (7 ) — (68 ) Other (expense)/income, net (8 ) — 24 1 17 (LOSS) INCOME FROM CONTINUING OPERATIONS BEFORE INCOME TAXES AND INTEREST IN EARNINGS OF ASSOCIATES (39 ) (64 ) 449 1 347 Benefit/(provision) for income taxes — 39 (114 ) — (75 ) (LOSS) INCOME FROM CONTINUING OPERATIONS BEFORE INTEREST IN EARNINGS OF ASSOCIATES (39 ) (25 ) 335 1 272 Interest in earnings/(loss) of associates, net of tax — 4 10 — 14 Equity account for subsidiaries 319 333 — (652 ) — NET INCOME 280 312 345 (651 ) 286 Income attributable to non-controlling interests — — (6 ) — (6 ) NET INCOME ATTRIBUTABLE TO WILLIS TOWERS WATSON $ 280 $ 312 $ 339 $ (651 ) $ 280 Unaudited Condensed Consolidated Statement of Operations Six Months Ended June 30, 2016 Willis The Other Consolidating Consolidated Revenues Commissions and fees $ — $ 11 $ 4,102 $ — $ 4,113 Interest and other income — 1 69 — 70 Total revenues — 12 4,171 — 4,183 Costs of providing services Salaries and benefits (1 ) (25 ) (2,371 ) — (2,397 ) Other operating expenses (3 ) (129 ) (672 ) — (804 ) Depreciation — (9 ) (78 ) — (87 ) Amortization — — (286 ) — (286 ) Restructuring costs — (27 ) (39 ) — (66 ) Integration expenses — (22 ) (59 ) — (81 ) Total costs of providing services (4 ) (212 ) (3,505 ) — (3,721 ) (Loss) Income from operations (4 ) (200 ) 666 — 462 Income from Group undertakings — 302 70 (372 ) — Expenses due to Group undertakings — (71 ) (301 ) 372 — Interest expense (17 ) (62 ) (14 ) — (93 ) Other (expense)/income, net (1 ) 2 (13 ) — (12 ) (LOSS) INCOME FROM CONTINUING OPERATIONS BEFORE INCOME TAXES AND INTEREST IN EARNINGS OF ASSOCIATES (22 ) (29 ) 408 — 357 Benefit/(provision) for income taxes — 54 (91 ) — (37 ) (LOSS) INCOME FROM CONTINUING OPERATIONS BEFORE INTEREST IN EARNINGS OF ASSOCIATES (22 ) 25 317 — 320 Interest in earnings/(loss) of associates, net of tax — — 1 — 1 Equity account for subsidiaries 332 282 — (614 ) — NET INCOME 310 307 318 (614 ) 321 Income attributable to non-controlling interests — — (11 ) — (11 ) NET INCOME ATTRIBUTABLE TO WILLIS TOWERS WATSON $ 310 $ 307 $ 307 $ (614 ) $ 310 Unaudited Condensed Consolidated Statement of Operations Six Months Ended June 30, 2016 Willis The Other The Other Consolidating Consolidated Revenues Commissions and fees $ — $ 11 $ — $ 4,102 $ — $ 4,113 Interest and other income — 1 — 69 — 70 Total revenues — 12 — 4,171 — 4,183 Costs of providing services Salaries and benefits (1 ) (25 ) — (2,371 ) — (2,397 ) Other operating expenses (3 ) (129 ) — (672 ) — (804 ) Depreciation — (9 ) — (78 ) — (87 ) Amortization — — — (286 ) — (286 ) Restructuring costs — (27 ) — (39 ) — (66 ) Integration expenses — (22 ) — (59 ) — (81 ) Total costs of providing services (4 ) (212 ) — (3,505 ) — (3,721 ) (Loss) Income from operations (4 ) (200 ) — 666 — 462 Income from Group undertakings — 296 64 70 (430 ) — Expenses due to Group undertakings — (116 ) (13 ) (301 ) 430 — Interest expense (17 ) (18 ) (44 ) (14 ) — (93 ) Other (expense)/income, net (1 ) 2 — (13 ) — (12 ) (LOSS) INCOME FROM CONTINUING OPERATIONS BEFORE INCOME TAXES AND INTEREST IN EARNINGS OF ASSOCIATES (22 ) (36 ) 7 408 — 357 Benefit/(provision) for income taxes — 55 (1 ) (91 ) — (37 ) (LOSS) INCOME FROM CONTINUING OPERATIONS BEFORE INTEREST IN EARNINGS OF ASSOCIATES (22 ) 19 6 317 — 320 Interest in earnings/(loss) of associates, net of tax — — — 1 — 1 Equity account for subsidiaries 332 288 112 — (732 ) — NET INCOME 310 307 118 318 (732 ) 321 Income attributable to non-controlling interests — — — (11 ) — (11 ) NET INCOME ATTRIBUTABLE TO WILLIS TOWERS WATSON $ 310 $ 307 $ 118 $ 307 $ (732 ) $ 310 Unaudited Condensed Consolidated Statement of Operations Six Months Ended June 30, 2015 Willis The Other The Other Consolidating Consolidated Revenues Commissions and fees $ — $ 4 $ — $ 1,994 $ — $ 1,998 Interest and other income — — — 11 — 11 Total revenues — 4 — 2,005 — 2,009 Costs of providing services Salaries and benefits (1 ) (42 ) — (1,085 ) — (1,128 ) Other operating expenses (9 ) (66 ) — (264 ) — (339 ) Depreciation — (11 ) — (34 ) — (45 ) Amortization — — — (30 ) — (30 ) Restructuring costs — (27 ) — (42 ) — (69 ) Integration expenses — — — — — — Total costs of providing services (10 ) (146 ) — (1,455 ) — (1,611 ) (Loss) Income from operations (10 ) (142 ) — 550 — 398 Income from Group undertakings — 180 45 49 (274 ) — Expenses due to Group undertakings — (93 ) (14 ) (167 ) 274 — Interest expense (21 ) (21 ) (19 ) (7 ) — (68 ) Other (expense)/income, net (8 ) — — 24 1 17 (LOSS) INCOME FROM CONTINUING OPERATIONS BEFORE INCOME TAXES AND INTEREST IN EARNINGS OF ASSOCIATES (39 ) (76 ) 12 449 1 347 Benefit/(provision) for income taxes — 42 (3 ) (114 ) — (75 ) (LOSS) INCOME FROM CONTINUING OPERATIONS BEFORE INTEREST IN EARNINGS OF ASSOCIATES (39 ) (34 ) 9 335 1 272 Interest in earnings/(loss) of associates, net of tax — 4 — 10 — 14 Equity account for subsidiaries 319 342 261 — (922 ) — NET INCOME 280 312 270 345 (921 ) 286 Income attributable to non-controlling interests — — — (6 ) — (6 ) NET INCOME ATTRIBUTABLE TO WILLIS TOWERS WATSON $ 280 $ 312 $ 270 $ 339 $ (921 ) $ 280 |
Unaudited Condensed Consolidated Statement of Comprehensive Income | Unaudited Condensed Consolidated Statement of Comprehensive Income Six Months Ended June 30, 2016 Willis Towers Watson The Other Guarantors The Issuer Other Consolidating adjustments Consolidated Comprehensive (loss)/income before non-controlling interests $ 166 $ 162 $ (31 ) $ 179 $ (307 ) $ 169 Less: Comprehensive (income)/loss attributable to non-controlling interest — — — (3 ) — (3 ) Comprehensive (loss)/income attributable to Willis Towers Watson $ 166 $ 162 $ (31 ) $ 176 $ (307 ) $ 166 Unaudited Condensed Consolidated Statement of Comprehensive Income Six Months Ended June 30, 2016 Willis Towers Watson — the Parent Issuer The Guarantors Other Consolidating adjustments Consolidated Comprehensive (loss)/income before non-controlling interests $ 166 $ 162 $ 179 $ (338 ) $ 169 Less: Comprehensive (income)/loss attributable to non-controlling interest — — (3 ) — (3 ) Comprehensive (loss)/income attributable to Willis Towers Watson $ 166 $ 162 $ 176 $ (338 ) $ 166 Unaudited Condensed Consolidated Statement of Comprehensive Income Six Months Ended June 30, 2015 Willis Towers Watson — the Parent Issuer The Guarantors Other Consolidating adjustments Consolidated Comprehensive income/(loss) before non-controlling interests $ 474 $ 508 $ 546 $ (1,051 ) $ 477 Less: Comprehensive (income)/loss attributable to non-controlling interest — — (3 ) — (3 ) Comprehensive income/(loss) attributable to Willis Towers Watson $ 474 $ 508 $ 543 $ (1,051 ) $ 474 Unaudited Condensed Consolidated Statement of Comprehensive Income Six Months Ended June 30, 2016 Willis Towers Watson The Other Guarantors The Issuer Other Consolidating adjustments Consolidated Comprehensive income/(loss) before non-controlling interests $ 166 $ 162 $ 56 $ 179 $ (394 ) $ 169 Less: Comprehensive (income)/loss attributable to non-controlling interest — — — (3 ) — (3 ) Comprehensive income/(loss) attributable to Willis Towers Watson $ 166 $ 162 $ 56 $ 176 $ (394 ) $ 166 Unaudited Condensed Consolidated Statement of Comprehensive Income Six Months Ended June 30, 2015 Willis Towers Watson The Other Guarantors The Issuer Other Consolidating adjustments Consolidated Comprehensive income/(loss) before non-controlling interests $ 474 $ 508 $ 474 $ 546 $ (1,525 ) $ 477 Less: Comprehensive (income)/loss attributable to non-controlling interest — — — (3 ) — (3 ) Comprehensive income/(loss) attributable to Willis Towers Watson $ 474 $ 508 $ 474 $ 543 $ (1,525 ) $ 474 |
Unaudited Condensed Consolidated Balance Sheet | Unaudited Condensed Consolidated Balance Sheet As of June 30, 2016 Willis The Other The Other Consolidating Consolidated ASSETS Cash and cash equivalents $ — $ 63 $ — $ 886 $ — $ 949 Fiduciary assets — — — 11,767 — 11,767 Accounts receivable, net — — 4 2,183 — 2,187 Prepaid and other current assets — 65 20 280 (38 ) 327 Amounts due from group undertakings 7,700 5,590 872 1,922 (16,084 ) — Total current assets 7,700 5,718 896 17,038 (16,122 ) 15,230 Investments in subsidiaries 3,951 8,415 5,911 — (18,277 ) — Fixed assets, net — 31 33 730 — 794 Goodwill — — — 10,527 — 10,527 Other intangible assets, net — — — 4,713 — 4,713 Pension benefits assets — — — 815 — 815 Other non-current assets — 4 54 275 (3 ) 330 Non-current amounts due from group undertakings — 918 810 — (1,728 ) — Total non-current assets 3,951 9,368 6,808 17,060 (20,008 ) 17,179 TOTAL ASSETS $ 11,651 $ 15,086 $ 7,704 $ 34,098 $ (36,130 ) $ 32,409 LIABILITIES AND EQUITY Fiduciary liabilities $ — $ — $ — $ 11,767 $ — $ 11,767 Deferred revenue and accrued expenses 1 15 19 1,186 — 1,221 Short-term debt and current portion of long-term debt — 22 394 112 — 528 Other current liabilities 75 94 — 770 (38 ) 901 Amounts due to group undertakings 30 8,743 1,713 5,598 (16,084 ) — Total current liabilities 106 8,874 2,126 19,433 (16,122 ) 14,417 Long-term debt 495 2,389 186 211 — 3,281 Liability for pension benefits — — — 1,160 — 1,160 Deferred tax liabilities — — 1 1,158 (3 ) 1,156 Provision for liabilities — — 120 474 — 594 Other non-current liabilities — 46 15 500 — 561 Amounts due to group undertakings — — 518 1,210 (1,728 ) — Total non-current liabilities 495 2,435 840 4,713 (1,731 ) 6,752 TOTAL LIABILITIES 601 11,309 2,966 24,146 (17,853 ) 21,169 REDEEMABLE NONCONTROLLING INTEREST — — — 52 — 52 EQUITY Total Willis Towers Watson shareholders’ equity 11,050 3,777 4,738 9,762 (18,277 ) 11,050 Noncontrolling interests — — — 138 — 138 Total equity 11,050 3,777 4,738 9,900 (18,277 ) 11,188 TOTAL LIABILITIES AND EQUITY $ 11,651 $ 15,086 $ 7,704 $ 34,098 $ (36,130 ) $ 32,409 Unaudited Condensed Consolidated Balance Sheet As of December 31, 2015 Willis The Other The Other Consolidating Consolidated ASSETS Cash and cash equivalents $ 3 $ 2 $ — $ 527 $ — $ 532 Fiduciary assets — — — 10,458 — 10,458 Accounts receivable, net — — 7 1,251 — 1,258 Prepaid and 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 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 Pension benefits assets — — — 623 — 623 Other non-current assets — 8 2 288 — 298 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 EQUITY Fiduciary liabilities $ — $ — $ — $ 10,458 $ — $ 10,458 Deferred revenue and accrued expenses 1 13 55 683 — 752 Short-term debt and current portion of long-term debt 300 609 — 79 — 988 Other current liabilities 15 38 23 534 (7 ) 603 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 Long-term debt 495 1,203 580 — — 2,278 Liability for pension benefits — — — 279 — 279 Deferred tax liabilities — 1 — 239 — 240 Provision for liabilities — — — 295 — 295 Investments in subsidiaries 387 — — — (387 ) — 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 REDEEMABLE NONCONTROLLING INTEREST — — — 53 — 53 EQUITY Total Willis Towers Watson shareholders’ 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 Unaudited Condensed Consolidated Balance Sheet As of June 30, 2016 Willis The Other Consolidating Consolidated ASSETS Cash and cash equivalents $ — $ 63 $ 886 $ — $ 949 Fiduciary assets — — 11,767 — 11,767 Accounts receivable, net — 4 2,183 — 2,187 Prepaid and other current assets — 85 280 (38 ) 327 Amounts due from group undertakings 7,700 4,695 1,922 (14,317 ) — Total current assets 7,700 4,847 17,038 (14,355 ) 15,230 Investments in subsidiaries 3,951 9,588 — (13,539 ) — Fixed assets, net — 64 730 — 794 Goodwill — — 10,527 — 10,527 Other intangible assets, net — — 4,713 — 4,713 Pension benefits assets — — 815 — 815 Other non-current assets — 58 275 (3 ) 330 Non-current amounts due from group undertakings — 1,729 — (1,729 ) — Total non-current assets 3,951 11,439 17,060 (15,271 ) 17,179 TOTAL ASSETS $ 11,651 $ 16,286 $ 34,098 $ (29,626 ) $ 32,409 LIABILITIES AND EQUITY Fiduciary liabilities $ — $ — $ 11,767 $ — $ 11,767 Deferred revenue and accrued expenses 1 34 1,186 — 1,221 Short-term debt and current portion of long-term debt — 416 112 — 528 Other current liabilities 75 94 770 (38 ) 901 Amounts due to group undertakings 30 8,689 5,598 (14,317 ) — Total current liabilities 106 9,233 19,433 (14,355 ) 14,417 Long-term debt 495 2,575 211 — 3,281 Liability for pension benefits — — 1,160 — 1,160 Deferred tax liabilities — 1 1,158 (3 ) 1,156 Provision for liabilities — 120 474 — 594 Other non-current liabilities — 61 500 — 561 Non-current amounts due to group undertakings — 519 1,210 (1,729 ) — Total non-current liabilities 495 3,276 4,713 (1,732 ) 6,752 TOTAL LIABILITIES 601 12,509 24,146 (16,087 ) 21,169 REDEEMABLE NONCONTROLLING INTEREST — — 52 — 52 EQUITY Total Willis Towers Watson shareholders’ equity 11,050 3,777 9,762 (13,539 ) 11,050 Noncontrolling interests — — 138 — 138 Total equity 11,050 3,777 9,900 (13,539 ) 11,188 TOTAL LIABILITIES AND EQUITY $ 11,651 $ 16,286 $ 34,098 $ (29,626 ) $ 32,409 Unaudited Condensed Consolidated Balance Sheet As of December 31, 2015 Willis Towers Watson — the Parent Issuer The Guarantors Other Consolidating adjustments Consolidated ASSETS Cash and cash equivalents $ 3 $ 2 $ 527 $ — $ 532 Fiduciary assets — — 10,458 — 10,458 Accounts receivable, net — 7 1,251 — 1,258 Prepaid and other current assets 1 67 194 (7 ) 255 Amounts due from group undertakings 3,423 1,257 1,259 (5,939 ) — Total current assets 3,427 1,333 13,689 (5,946 ) 12,503 Investments in subsidiaries — 4,275 — (4,275 ) — Fixed assets, net — 58 505 — 563 Goodwill — — 3,737 — 3,737 Other intangible assets, net — — 1,115 — 1,115 Pension benefits assets — — 623 — 623 Other non-current assets — 10 288 — 298 Non-current amounts due from group undertakings — 785 — (785 ) — Total non-current assets — 5,128 6,268 (5,060 ) 6,336 TOTAL ASSETS $ 3,427 $ 6,461 $ 19,957 $ (11,006 ) $ 18,839 LIABILITIES AND EQUITY Fiduciary liabilities $ — $ — $ 10,458 $ — $ 10,458 Deferred revenue and accrued expenses 1 68 683 — 752 Short-term debt and current portion of long-term debt 300 609 79 — 988 Other current liabilities 15 61 534 (7 ) 603 Amounts due to group undertakings — 4,437 1,502 (5,939 ) — Total current liabilities 316 5,175 13,256 (5,946 ) 12,801 Investments in subsidiaries 387 — — (387 ) — Long-term debt 495 1,783 — — 2,278 Liability for pension benefits — — 279 — 279 Deferred tax liabilities — 1 239 — 240 Provision for liabilities — — 295 — 295 Other non-current liabilities — 36 497 — 533 Non-current amounts due to group undertakings — — 785 (785 ) — Total non-current liabilities 882 1,820 2,095 (1,172 ) 3,625 TOTAL LIABILITIES 1,198 6,995 15,351 (7,118 ) 16,426 REDEEMABLE NONCONTROLLING INTEREST — — 53 — 53 EQUITY Total Willis Towers Watson shareholders’ equity 2,229 (534 ) 4,422 (3,888 ) 2,229 Noncontrolling interests — — 131 — 131 Total equity 2,229 (534 ) 4,553 (3,888 ) 2,360 TOTAL LIABILITIES AND EQUITY $ 3,427 $ 6,461 $ 19,957 $ (11,006 ) $ 18,839 Unaudited Condensed Consolidated Balance Sheet As of June 30, 2016 Willis The Other The Other Consolidating Consolidated ASSETS Cash and cash equivalents $ — $ 63 $ — $ 886 $ — $ 949 Fiduciary assets — — — 11,767 — 11,767 Accounts receivable, net — 4 — 2,183 — 2,187 Prepaid and other current assets — 90 1 280 (44 ) 327 Amounts due from group undertakings 7,700 4,261 1,748 1,922 (15,631 ) — Total current assets 7,700 4,418 1,749 17,038 (15,675 ) 15,230 Investments in subsidiaries 3,951 9,389 8,250 — (21,590 ) — Fixed assets, net — 64 — 730 — 794 Goodwill — — — 10,527 — 10,527 Other intangible assets, net — — — 4,713 — 4,713 Pension benefits assets — — — 815 — 815 Other non-current assets — 57 1 275 (3 ) 330 Non-current amounts due from group undertakings — 1,233 918 — (2,151 ) — Total non-current assets 3,951 10,743 9,169 17,060 (23,744 ) 17,179 TOTAL ASSETS $ 11,651 $ 15,161 $ 10,918 $ 34,098 $ (39,419 ) $ 32,409 LIABILITIES AND EQUITY Fiduciary liabilities $ — $ — $ — $ 11,767 $ — $ 11,767 Deferred revenue and accrued expenses 1 31 3 1,186 — 1,221 Short-term debt and current portion of long-term debt — 394 22 112 — 528 Other current liabilities 75 70 30 770 (44 ) 901 Amounts due to group undertakings 30 10,003 — 5,598 (15,631 ) — Total current liabilities 106 10,498 55 19,433 (15,675 ) 14,417 Long-term debt 495 186 2,389 211 — 3,281 Liability for pension benefits — — — 1,160 — 1,160 Deferred tax liabilities — 1 — 1,158 (3 ) 1,156 Provision for liabilities — 120 — 474 — 594 Other non-current liabilities — 61 — 500 — 561 Non-current amounts due to group undertakings — 518 423 1,210 (2,151 ) — Total non-current liabilities 495 886 2,812 4,713 (2,154 ) 6,752 TOTAL LIABILITIES 601 11,384 2,867 24,146 (17,829 ) 21,169 REDEEMABLE NONCONTROLLING INTEREST — — — 52 — 52 EQUITY Total Willis Towers Watson shareholders’ equity 11,050 3,777 8,051 9,762 (21,590 ) 11,050 Noncontrolling interests — — — 138 — 138 Total equity 11,050 3,777 8,051 9,900 (21,590 ) 11,188 TOTAL LIABILITIES AND EQUITY $ 11,651 $ 15,161 $ 10,918 $ 34,098 $ (39,419 ) $ 32,409 Unaudited Condensed Consolidated Balance Sheet As of December 31, 2015 Willis The Other The Other Consolidating Consolidated ASSETS Cash and cash equivalents $ 3 $ 2 $ — $ 527 $ — $ 532 Fiduciary assets — — — 10,458 — 10,458 Accounts receivable, net — 7 — 1,251 — 1,258 Prepaid and 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 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 Pension benefits assets — — — 623 — 623 Other non-current assets — 9 1 288 — 298 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 EQUITY Fiduciary liabilities $ — $ — $ — $ 10,458 $ — $ 10,458 Deferred revenue and accrued expenses 1 68 — 683 — 752 Short-term debt and current portion of long-term debt 300 — 609 79 — 988 Other current liabilities 15 50 16 534 (12 ) 603 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 Investment in subsidiaries 387 — — — (387 ) — Long-term debt 495 580 1,203 — — 2,278 Liability for pension benefits — — — 279 — 279 Deferred tax liabilities — 1 — 239 — 240 Provision 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 REDEEMABLE NONCONTROLLING INTEREST — — — 53 — 53 EQUITY Total Willis Towers Watson shareholders’ 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 |
Unaudited Condensed Consolidated Statement of Cash Flows | Unaudited Condensed Consolidated Statement of Cash Flows Six Months Ended June 30, 2016 Willis The Other The Other Consolidating Consolidated NET CASH FROM/(USED IN) OPERATING ACTIVITIES $ 42 $ (418 ) $ (187 ) $ 991 $ (1 ) $ 427 CASH FLOWS FROM/(USED IN) INVESTING ACTIVITIES Additions to fixed assets and software for internal use — (9 ) (5 ) (78 ) — (92 ) Capitalized software costs — — — (42 ) — (42 ) Acquisitions of operations, net of cash acquired — — — 419 — 419 Redemptions of held-to-maturity investments — — — 11 — 11 Sales and redemptions of available for sale securities — — — 11 — 11 Other, net — — — 1 — 1 Repayments of intercompany investing activities (4,268 ) (3,696 ) — (696 ) 8,660 — Reduction in investment in subsidiaries 4,600 3,600 — — (8,200 ) — Additional investment in subsidiaries — (4,600 ) — (3,600 ) 8,200 — Net cash from/(used in) investing activities $ 332 $ (4,705 ) $ (5 ) $ (3,974 ) $ 8,660 $ 308 CASH FLOWS (USED IN)/FROM FINANCING ACTIVITIES Net (payments on)/draw down of revolving credit facility — (393 ) — — — (393 ) Senior notes issued — 1,606 — — — 1,606 Proceeds from issue of other debt — 400 — 4 — 404 Debt issuance costs — (14 ) — — — (14 ) Repayments of debt (300 ) (1,026 ) — (500 ) — (1,826 ) Repurchase of shares (38 ) — — — — (38 ) Proceeds from issuance of shares and excess tax benefit 28 — — — — 28 Dividends paid (67 ) — — (1 ) 1 (67 ) Acquisitions of and dividends paid to noncontrolling interests — — — (15 ) — (15 ) Proceeds from intercompany financing activities — 4,611 192 3,857 (8,660 ) — Net cash (used in)/from financing activities $ (377 ) $ 5,184 $ 192 $ 3,345 $ (8,659 ) $ (315 ) (DECREASE)/INCREASE IN CASH AND CASH EQUIVALENTS (3 ) 61 — 362 — 420 Effect of exchange rate changes on cash and cash equivalents — — — (3 ) — (3 ) CASH AND CASH EQUIVALENTS, BEGINNING OF PERIOD 3 2 — 527 — 532 CASH AND CASH EQUIVALENTS, END OF PERIOD $ — $ 63 $ — $ 886 $ — $ 949 Unaudited Condensed Consolidated Statement of Cash Flows Six Months Ended June 30, 2015 Willis The Other The Other Consolidating Consolidated NET CASH (USED IN)/FROM OPERATING ACTIVITIES $ (4 ) $ 62 $ 17 $ (68 ) $ — $ 7 CASH FLOWS FROM/(USED IN) INVESTING ACTIVITIES Additions to fixed assets and software for internal use — (4 ) (5 ) (38 ) — (47 ) Acquisitions of operations, net of cash acquired — — — (228 ) — (228 ) Other, net — — — 27 — 27 Proceeds from intercompany investing activities 105 49 — 153 (307 ) — Repayments of intercompany investing activities — (72 ) (14 ) (218 ) 304 — Additional investment in subsidiaries — (274 ) — — 274 — Net cash from/(used in) investing activities $ 105 $ (301 ) $ (19 ) $ (304 ) $ 271 $ (248 ) CASH FLOWS (USED IN)/FROM FINANCING ACTIVITIES Net (payments on)/draw down of revolving credit facility — 220 — — — 220 Debt issuance costs — — — (1 ) — (1 ) Repayments of debt — (8 ) — — — (8 ) Repurchase of shares (79 ) — — — — (79 ) Proceeds from issuance of shares and excess tax benefit 84 — — 279 (274 ) 89 Dividends paid (109 ) — — — — (109 ) Acquisitions of and dividends paid to noncontrolling interests — — — (8 ) — (8 ) Proceeds from intercompany financing activities — 216 2 86 (304 ) — Repayments of intercompany financing activities — (189 ) — (118 ) 307 — Net cash (used in)/from financing activities $ (104 ) $ 239 $ 2 $ 238 $ (271 ) $ 104 DECREASE IN CASH AND CASH EQUIVALENTS (3 ) — — (134 ) — (137 ) Effect of exchange rate changes on cash and cash equivalents — — — (15 ) — (15 ) CASH AND CASH EQUIVALENTS, BEGINNING OF PERIOD 9 2 — 624 — 635 CASH AND CASH EQUIVALENTS, END OF PERIOD $ 6 $ 2 $ — $ 475 $ — $ 483 Unaudited Condensed Consolidated Statement of Cash Flows Six Months Ended June 30, 2016 Willis The Other Consolidating Consolidated NET CASH FROM/(USED IN) OPERATING ACTIVITIES $ 42 $ (605 ) $ 991 $ (1 ) $ 427 CASH FLOWS FROM/(USED IN) INVESTING ACTIVITIES Additions to fixed assets and software for internal use — (14 ) (78 ) — (92 ) Capitalized software costs — — (42 ) — (42 ) Acquisitions of operations, net of cash acquired — — 419 — 419 Redemptions of held-to-maturity investments — — 11 — 11 Sales and redemptions of available for sale securities — — 11 — 11 Other, net — — 1 — 1 Repayments of intercompany investing activities (4,268 ) (3,696 ) (696 ) 8,660 — Reduction in investment in subsidiaries 4,600 3,600 — (8,200 ) — Additional investment in subsidiaries — (4,600 ) (3,600 ) 8,200 — Net cash from/(used in) investing activities $ 332 $ (4,710 ) $ (3,974 ) $ 8,660 $ 308 CASH FLOWS (USED IN)/FROM FINANCING ACTIVITIES Net (payments on)/draw down of revolving credit facility — (393 ) — — (393 ) Senior notes issued — 1,606 — — 1,606 Proceeds from issue of other debt — 400 4 — 404 Debt issuance costs — (14 ) — — (14 ) Repayments of debt (300 ) (1,026 ) (500 ) — (1,826 ) Repurchase of shares (38 ) — — — (38 ) Proceeds from issuance of shares and excess tax benefit 28 — — — 28 Dividends paid (67 ) — (1 ) 1 (67 ) Acquisitions of and dividends paid to noncontrolling interests — — (15 ) — (15 ) Proceeds from intercompany financing activities — 4,803 3,857 (8,660 ) — Net cash (used in)/from financing activities $ (377 ) $ 5,376 $ 3,345 $ (8,659 ) $ (315 ) (DECREASE)/INCREASE IN CASH AND CASH EQUIVALENTS (3 ) 61 362 — 420 Effect of exchange rate changes on cash and cash equivalents — — (3 ) — (3 ) CASH AND CASH EQUIVALENTS, BEGINNING OF PERIOD 3 2 527 — 532 CASH AND CASH EQUIVALENTS, END OF PERIOD $ — $ 63 $ 886 $ — $ 949 Unaudited Condensed Consolidated Statement of Cash Flows Six Months Ended June 30, 2015 Willis The Other Consolidating Consolidated NET CASH (USED IN)/FROM OPERATING ACTIVITIES $ (4 ) $ 79 $ (68 ) $ — $ 7 CASH FLOWS FROM/(USED IN) INVESTING ACTIVITIES Additions to fixed assets and software for internal use — (9 ) (38 ) — (47 ) Acquisitions of operations, net of cash acquired — — (228 ) — (228 ) Other, net — — 27 — 27 Proceeds from intercompany investing activities 105 49 153 (307 ) — Repayments of intercompany investing activities — (86 ) (218 ) 304 — Additional investment in subsidiaries — (274 ) — 274 — Net cash from/(used in) investing activities $ 105 $ (320 ) $ (304 ) $ 271 $ (248 ) CASH FLOWS (USED IN)/FROM FINANCING ACTIVITIES Net (payments on)/draw down of revolving credit facility — 220 — — 220 Debt issuance costs — — (1 ) — (1 ) Repayments of debt — (8 ) — — (8 ) Repurchase of shares (79 ) — — — (79 ) Proceeds from issuance of shares and excess tax benefit 84 — 279 (274 ) 89 Dividends paid (109 ) — — — (109 ) Acquisitions of and dividends paid to noncontrolling interests — — (8 ) — (8 ) Proceeds from intercompany financing activities — 218 86 (304 ) — Repayments of intercompany financing activities — (189 ) (118 ) 307 — Net cash (used in)/from financing activities $ (104 ) $ 241 $ 238 $ (271 ) $ 104 DECREASE IN CASH AND CASH EQUIVALENTS (3 ) — (134 ) — (137 ) Effect of exchange rate changes on cash and cash equivalents — — (15 ) — (15 ) CASH AND CASH EQUIVALENTS, BEGINNING OF PERIOD 9 2 624 — 635 CASH AND CASH EQUIVALENTS, END OF PERIOD $ 6 $ 2 $ 475 $ — $ 483 Unaudited Condensed Consolidated Statement of Cash Flows Six Months Ended June 30, 2016 Willis The Other The Other Consolidating Consolidated NET CASH FROM/(USED IN) OPERATING ACTIVITIES $ 42 $ (228 ) $ (377 ) $ 991 $ (1 ) $ 427 CASH FLOWS FROM/(USED IN) INVESTING ACTIVITIES Additions to fixed assets and software for internal use — (14 ) — (78 ) — (92 ) Capitalized software costs — — — (42 ) — (42 ) Acquisitions of operations, net of cash acquired — — — 419 — 419 Redemptions of held-to-maturity investments — — — 11 — 11 Sales and redemptions of available for sale securities — — — 11 — 11 Other, net — — — 1 — 1 Proceeds from intercompany investing activities — 12 — — (12 ) — Repayments of intercompany investing activities (4,268 ) (3,512 ) (184 ) (696 ) 8,660 — Reduction in investment in subsidiaries 4,600 3,600 — — (8,200 ) — Additional investment in subsidiaries — (4,600 ) — (3,600 ) 8,200 — Net cash from/(used in) investing activities $ 332 $ (4,514 ) $ (184 ) $ (3,974 ) $ 8,648 $ 308 CASH FLOWS (USED IN)/FROM FINANCING ACTIVITIES Net (payments on)/draw down of revolving credit facility — — (393 ) — — (393 ) Senior notes issued — — 1,606 — — 1,606 Proceeds from issue of other debt — — 400 4 — 404 Debt issuance costs — — (14 ) — — (14 ) Repayments of debt (300 ) — (1,026 ) (500 ) — (1,826 ) Repurchase of shares (38 ) — — — — (38 ) Proceeds from issuance of shares and excess tax benefit 28 — — — — 28 Dividends paid (67 ) — — (1 ) 1 (67 ) Acquisitions of and dividends paid to noncontrolling interests — — — (15 ) — (15 ) Proceeds from intercompany financing activities — 4,803 — 3,857 (8,660 ) — Repayments of intercompany financing activities — — (12 ) — 12 — Net cash (used in)/from financing activities $ (377 ) $ 4,803 $ 561 $ 3,345 $ (8,647 ) $ (315 ) (DECREASE)/INCREASE IN CASH AND CASH EQUIVALENTS (3 ) 61 — 362 — 420 Effect of exchange rate changes on cash and cash equivalents — — — (3 ) — (3 ) CASH AND CASH EQUIVALENTS, BEGINNING OF PERIOD 3 2 — 527 — 532 CASH AND CASH EQUIVALENTS, END OF PERIOD $ — $ 63 $ — $ 886 $ — $ 949 Unaudited Condensed Consolidated Statement of Cash Flows Six Months Ended June 30, 2015 Willis The Other The Other Consolidating Consolidated NET CASH (USED IN)/FROM OPERATING ACTIVITIES $ (4 ) $ 70 $ 9 $ (68 ) $ — $ 7 CASH FLOWS FROM/(USED IN) INVESTING ACTIVITIES Additions to fixed assets and software for internal use — (9 ) — (38 ) — (47 ) Acquisitions of operations, net of cash acquired — — — (228 ) — (228 ) Other, net — — — 27 — 27 Proceeds from intercompany investing activities 105 49 — 153 (307 ) — Repayments of intercompany investing activities — (14 ) (72 ) (218 ) 304 — Additional investment in subsidiaries — (274 ) — — 274 — Net cash from/(used in) investing activities $ 105 $ (248 ) $ (72 ) $ (304 ) $ 271 $ (248 ) CASH FLOWS (USED IN)/FROM FINANCING ACTIVITIES Net (payments on)/draw down of revolving credit facility — — 220 — — 220 Debt issuance costs — — — (1 ) — (1 ) Repayments of debt — — (8 ) — — (8 ) Repurchase of shares (79 ) — — — — (79 ) Proceeds from issuance of shares and excess tax benefit 84 — — 279 (274 ) 89 Dividends paid (109 ) — — — — (109 ) Acquisitions of and dividends paid to noncontrolling interests — — — (8 ) — (8 ) Proceeds from intercompany financing activities — 218 — 86 (304 ) — Repayments of intercompany financing activities — (40 ) (149 ) (118 ) 307 — Net cash (used in)/from financing activities $ (104 ) $ 178 $ 63 $ 238 $ (271 ) $ 104 DECREASE IN CASH AND CASH EQUIVALENTS (3 ) — — (134 ) — (137 ) Effect of exchange rate changes on cash and cash equivalents — — — (15 ) — (15 ) CASH AND CASH EQUIVALENTS, BEGINNING OF PERIOD 9 2 — 624 — 635 CASH AND CASH EQUIVALENTS, END OF PERIOD $ 6 $ 2 $ — $ 475 $ — $ 483 |
Financial Information for Iss41
Financial Information for Issuer, Parent Guarantor, Other Guarantor Subsidiaries and Non-Guarantor Subsidiaries (Tables) | 6 Months Ended |
Jun. 30, 2016 | |
Condensed Financial Information of Parent Company Only Disclosure [Abstract] | |
Unaudited Condensed Consolidated Statement of Operations | Unaudited Condensed Consolidated Statement of Operations Six Months Ended June 30, 2015 Willis The Other The Other Consolidating Consolidated Revenues Commissions and fees $ — $ — $ 4 $ 1,994 $ — $ 1,998 Interest and other income — — — 11 — 11 Total revenues — — 4 2,005 — 2,009 Costs of providing services Salaries and benefits (1 ) — (42 ) (1,085 ) — (1,128 ) Other operating expenses (9 ) (55 ) (11 ) (264 ) — (339 ) Depreciation — (3 ) (8 ) (34 ) — (45 ) Amortization — — — (30 ) — (30 ) Restructuring costs — (14 ) (13 ) (42 ) — (69 ) Total costs of providing services (10 ) (72 ) (74 ) (1,455 ) — (1,611 ) (Loss) Income from operations (10 ) (72 ) (70 ) 550 — 398 Income from Group undertakings — 110 112 49 (271 ) — Expenses due to Group undertakings — (15 ) (89 ) (167 ) 271 — Interest expense (21 ) (18 ) (22 ) (7 ) — (68 ) Other (expense)/income, net (8 ) — — 24 1 17 (LOSS) INCOME FROM CONTINUING OPERATIONS BEFORE INCOME TAXES AND INTEREST IN EARNINGS OF ASSOCIATES (39 ) 5 (69 ) 449 1 347 Benefit/(provision) for income taxes — 17 22 (114 ) — (75 ) (LOSS) INCOME FROM CONTINUING OPERATIONS BEFORE INTEREST IN EARNINGS OF ASSOCIATES (39 ) 22 (47 ) 335 1 272 Interest in earnings/(loss) of associates, net of tax — 4 — 10 — 14 Equity account for subsidiaries 319 286 96 — (701 ) — NET INCOME 280 312 49 345 (700 ) 286 Income attributable to non-controlling interests — — — (6 ) — (6 ) NET INCOME ATTRIBUTABLE TO WILLIS TOWERS WATSON $ 280 $ 312 $ 49 $ 339 $ (700 ) $ 280 Unaudited Condensed Consolidated Statement of Operations Three Months Ended June 30, 2016 Willis The Other The Other Consolidating Consolidated Revenues Commissions and fees $ — $ — $ 4 $ 1,890 $ — $ 1,894 Interest and other income — 1 — 54 — 55 Total revenues — 1 4 1,944 — 1,949 Costs of providing services Salaries and benefits (1 ) (1 ) (10 ) (1,189 ) — (1,201 ) Other operating expenses (2 ) (22 ) (14 ) (335 ) — (373 ) Depreciation — (1 ) (3 ) (40 ) — (44 ) Amortization — — — (125 ) — (125 ) Restructuring costs — (7 ) (7 ) (27 ) — (41 ) Integration expenses 1 — (4 ) (26 ) — (29 ) Total costs of providing services (2 ) (31 ) (38 ) (1,742 ) — (1,813 ) (Loss) Income from operations (2 ) (30 ) (34 ) 202 — 136 Income from Group undertakings — 120 62 40 (222 ) — Expenses due to Group undertakings — (26 ) (43 ) (153 ) 222 — Interest expense (6 ) (26 ) (9 ) (6 ) — (47 ) Other income/(expense), net — 2 — 4 — 6 (LOSS) INCOME FROM CONTINUING OPERATIONS BEFORE INCOME TAXES AND INTEREST IN EARNINGS OF ASSOCIATES (8 ) 40 (24 ) 87 — 95 Benefit/(provision) for income taxes — 10 3 (32 ) — (19 ) (LOSS) INCOME FROM CONTINUING OPERATIONS BEFORE INTEREST IN EARNINGS OF ASSOCIATES (8 ) 50 (21 ) 55 — 76 Equity account for subsidiaries 80 7 107 — (194 ) — NET INCOME 72 57 86 55 (194 ) 76 Income attributable to non-controlling interests — — — (4 ) — (4 ) NET INCOME ATTRIBUTABLE TO WILLIS TOWERS WATSON $ 72 $ 57 $ 86 $ 51 $ (194 ) $ 72 Unaudited Condensed Consolidated Statement of Comprehensive Income Three Months Ended June 30, 2016 Willis Towers Watson The Other Guarantors The Issuer Other Consolidating adjustments Consolidated Comprehensive (loss)/income before non-controlling interests $ (56 ) $ (70 ) $ 27 $ (61 ) $ 98 $ (62 ) Less: Comprehensive loss/(income) attributable to non-controlling interest — — — 6 — 6 Comprehensive (loss)/income attributable to Willis Towers Watson $ (56 ) $ (70 ) $ 27 $ (55 ) $ 98 $ (56 ) Unaudited Condensed Consolidated Statement of Operations Three Months Ended June 30, 2015 Willis The Other The Other Consolidating Consolidated Revenues Commissions and fees $ — $ — $ — $ 917 $ — $ 917 Interest and other income — — — 5 — 5 Total revenues — — — 922 — 922 Costs of providing services Salaries and benefits (1 ) — (22 ) (538 ) — (561 ) Other operating expenses — (41 ) (9 ) (129 ) — (179 ) Depreciation — (2 ) (4 ) (17 ) — (23 ) Amortization — — — (16 ) — (16 ) Restructuring costs — — (8 ) (30 ) — (38 ) Total costs of providing services (1 ) (43 ) (43 ) (730 ) — (817 ) (Loss) Income from operations (1 ) (43 ) (43 ) 192 — 105 Income from Group undertakings — 56 56 24 (136 ) — Expenses due to Group undertakings — (7 ) (45 ) (84 ) 136 — Interest expense (10 ) (9 ) (11 ) (5 ) — (35 ) Other income/(expense), net 4 (6 ) — 25 — 23 (LOSS) INCOME FROM CONTINUING OPERATIONS BEFORE INCOME TAXES AND INTEREST IN EARNINGS OF ASSOCIATES (7 ) (9 ) (43 ) 152 — 93 Benefit/(provision) for income taxes — 11 14 (44 ) — (19 ) (LOSS) INCOME FROM CONTINUING OPERATIONS BEFORE INTEREST IN EARNINGS OF ASSOCIATES (7 ) 2 (29 ) 108 — 74 Interest in earnings/(loss) of associates, net of tax — 2 — (4 ) — (2 ) Equity account for subsidiaries 77 71 30 — (178 ) — NET INCOME 70 75 1 104 (178 ) 72 Income attributable to non-controlling interests — — — (2 ) — (2 ) NET INCOME ATTRIBUTABLE TO WILLIS TOWERS WATSON $ 70 $ 75 $ 1 $ 102 $ (178 ) $ 70 Unaudited Condensed Consolidated Statement of Comprehensive Income Three Months Ended June 30, 2015 Willis Towers Watson The Other Guarantors The Issuer Other Consolidating adjustments Consolidated Comprehensive income/(loss) before non-controlling interests $ 150 $ 154 $ 4 $ 176 $ (328 ) $ 156 Less: Comprehensive (income)/loss attributable to non-controlling interest — — — (6 ) — (6 ) Comprehensive income/(loss) attributable to Willis Towers Watson $ 150 $ 154 $ 4 $ 170 $ (328 ) $ 150 Unaudited Condensed Consolidated Statement of Operations Six Months Ended June 30, 2016 Willis The Other The Other Consolidating Consolidated Revenues Commissions and fees $ — $ — $ 11 $ 4,102 $ — $ 4,113 Interest and other income — 1 — 69 — 70 Total revenues — 1 11 4,171 — 4,183 Costs of providing services Salaries and benefits (1 ) (1 ) (24 ) (2,371 ) — (2,397 ) Other operating expenses (3 ) (57 ) (72 ) (672 ) — (804 ) Depreciation — (2 ) (7 ) (78 ) — (87 ) Amortization — — — (286 ) — (286 ) Restructuring costs — (11 ) (16 ) (39 ) — (66 ) Integration expenses — (12 ) (10 ) (59 ) — (81 ) Total costs of providing services (4 ) (83 ) (129 ) (3,505 ) — (3,721 ) (Loss) Income from operations (4 ) (82 ) (118 ) 666 — 462 Income from Group undertakings — 241 116 70 (427 ) — Expenses due to Group undertakings — (40 ) (86 ) (301 ) 427 — Interest expense (17 ) (43 ) (19 ) (14 ) — (93 ) Other (expense)/income, net (1 ) 2 — (13 ) — (12 ) (LOSS) INCOME FROM CONTINUING OPERATIONS BEFORE INCOME TAXES AND INTEREST IN EARNINGS OF ASSOCIATES (22 ) 78 (107 ) 408 — 357 Benefit/(provision) for income taxes — 23 31 (91 ) — (37 ) (LOSS) INCOME FROM CONTINUING OPERATIONS BEFORE INTEREST IN EARNINGS OF ASSOCIATES (22 ) 101 (76 ) 317 — 320 Interest in earnings/(loss) of associates, net of tax — — — 1 — 1 Equity account for subsidiaries 332 206 121 — (659 ) — NET INCOME 310 307 45 318 (659 ) 321 Income attributable to non-controlling interests — — — (11 ) — (11 ) NET INCOME ATTRIBUTABLE TO WILLIS TOWERS WATSON $ 310 $ 307 $ 45 $ 307 $ (659 ) $ 310 Unaudited Condensed Consolidated Statement of Operations Six Months Ended June 30, 2015 Willis The Other Consolidating Consolidated Revenues Commissions and fees $ — $ 4 $ 1,994 $ — $ 1,998 Interest and other income — — 11 — 11 Total revenues — 4 2,005 — 2,009 Costs of providing services Salaries and benefits (1 ) (42 ) (1,085 ) — (1,128 ) Other operating expenses (9 ) (66 ) (264 ) — (339 ) Depreciation — (11 ) (34 ) — (45 ) Amortization — — (30 ) — (30 ) Restructuring costs — (27 ) (42 ) — (69 ) Total costs of providing services (10 ) (146 ) (1,455 ) — (1,611 ) (Loss) Income from operations (10 ) (142 ) 550 — 398 Income from Group undertakings — 167 49 (216 ) — Expenses due to Group undertakings — (49 ) (167 ) 216 — Interest expense (21 ) (40 ) (7 ) — (68 ) Other (expense)/income, net (8 ) — 24 1 17 (LOSS) INCOME FROM CONTINUING OPERATIONS BEFORE INCOME TAXES AND INTEREST IN EARNINGS OF ASSOCIATES (39 ) (64 ) 449 1 347 Benefit/(provision) for income taxes — 39 (114 ) — (75 ) (LOSS) INCOME FROM CONTINUING OPERATIONS BEFORE INTEREST IN EARNINGS OF ASSOCIATES (39 ) (25 ) 335 1 272 Interest in earnings/(loss) of associates, net of tax — 4 10 — 14 Equity account for subsidiaries 319 333 — (652 ) — NET INCOME 280 312 345 (651 ) 286 Income attributable to non-controlling interests — — (6 ) — (6 ) NET INCOME ATTRIBUTABLE TO WILLIS TOWERS WATSON $ 280 $ 312 $ 339 $ (651 ) $ 280 Unaudited Condensed Consolidated Statement of Operations Six Months Ended June 30, 2016 Willis The Other Consolidating Consolidated Revenues Commissions and fees $ — $ 11 $ 4,102 $ — $ 4,113 Interest and other income — 1 69 — 70 Total revenues — 12 4,171 — 4,183 Costs of providing services Salaries and benefits (1 ) (25 ) (2,371 ) — (2,397 ) Other operating expenses (3 ) (129 ) (672 ) — (804 ) Depreciation — (9 ) (78 ) — (87 ) Amortization — — (286 ) — (286 ) Restructuring costs — (27 ) (39 ) — (66 ) Integration expenses — (22 ) (59 ) — (81 ) Total costs of providing services (4 ) (212 ) (3,505 ) — (3,721 ) (Loss) Income from operations (4 ) (200 ) 666 — 462 Income from Group undertakings — 302 70 (372 ) — Expenses due to Group undertakings — (71 ) (301 ) 372 — Interest expense (17 ) (62 ) (14 ) — (93 ) Other (expense)/income, net (1 ) 2 (13 ) — (12 ) (LOSS) INCOME FROM CONTINUING OPERATIONS BEFORE INCOME TAXES AND INTEREST IN EARNINGS OF ASSOCIATES (22 ) (29 ) 408 — 357 Benefit/(provision) for income taxes — 54 (91 ) — (37 ) (LOSS) INCOME FROM CONTINUING OPERATIONS BEFORE INTEREST IN EARNINGS OF ASSOCIATES (22 ) 25 317 — 320 Interest in earnings/(loss) of associates, net of tax — — 1 — 1 Equity account for subsidiaries 332 282 — (614 ) — NET INCOME 310 307 318 (614 ) 321 Income attributable to non-controlling interests — — (11 ) — (11 ) NET INCOME ATTRIBUTABLE TO WILLIS TOWERS WATSON $ 310 $ 307 $ 307 $ (614 ) $ 310 Unaudited Condensed Consolidated Statement of Operations Six Months Ended June 30, 2016 Willis The Other The Other Consolidating Consolidated Revenues Commissions and fees $ — $ 11 $ — $ 4,102 $ — $ 4,113 Interest and other income — 1 — 69 — 70 Total revenues — 12 — 4,171 — 4,183 Costs of providing services Salaries and benefits (1 ) (25 ) — (2,371 ) — (2,397 ) Other operating expenses (3 ) (129 ) — (672 ) — (804 ) Depreciation — (9 ) — (78 ) — (87 ) Amortization — — — (286 ) — (286 ) Restructuring costs — (27 ) — (39 ) — (66 ) Integration expenses — (22 ) — (59 ) — (81 ) Total costs of providing services (4 ) (212 ) — (3,505 ) — (3,721 ) (Loss) Income from operations (4 ) (200 ) — 666 — 462 Income from Group undertakings — 296 64 70 (430 ) — Expenses due to Group undertakings — (116 ) (13 ) (301 ) 430 — Interest expense (17 ) (18 ) (44 ) (14 ) — (93 ) Other (expense)/income, net (1 ) 2 — (13 ) — (12 ) (LOSS) INCOME FROM CONTINUING OPERATIONS BEFORE INCOME TAXES AND INTEREST IN EARNINGS OF ASSOCIATES (22 ) (36 ) 7 408 — 357 Benefit/(provision) for income taxes — 55 (1 ) (91 ) — (37 ) (LOSS) INCOME FROM CONTINUING OPERATIONS BEFORE INTEREST IN EARNINGS OF ASSOCIATES (22 ) 19 6 317 — 320 Interest in earnings/(loss) of associates, net of tax — — — 1 — 1 Equity account for subsidiaries 332 288 112 — (732 ) — NET INCOME 310 307 118 318 (732 ) 321 Income attributable to non-controlling interests — — — (11 ) — (11 ) NET INCOME ATTRIBUTABLE TO WILLIS TOWERS WATSON $ 310 $ 307 $ 118 $ 307 $ (732 ) $ 310 Unaudited Condensed Consolidated Statement of Operations Six Months Ended June 30, 2015 Willis The Other The Other Consolidating Consolidated Revenues Commissions and fees $ — $ 4 $ — $ 1,994 $ — $ 1,998 Interest and other income — — — 11 — 11 Total revenues — 4 — 2,005 — 2,009 Costs of providing services Salaries and benefits (1 ) (42 ) — (1,085 ) — (1,128 ) Other operating expenses (9 ) (66 ) — (264 ) — (339 ) Depreciation — (11 ) — (34 ) — (45 ) Amortization — — — (30 ) — (30 ) Restructuring costs — (27 ) — (42 ) — (69 ) Integration expenses — — — — — — Total costs of providing services (10 ) (146 ) — (1,455 ) — (1,611 ) (Loss) Income from operations (10 ) (142 ) — 550 — 398 Income from Group undertakings — 180 45 49 (274 ) — Expenses due to Group undertakings — (93 ) (14 ) (167 ) 274 — Interest expense (21 ) (21 ) (19 ) (7 ) — (68 ) Other (expense)/income, net (8 ) — — 24 1 17 (LOSS) INCOME FROM CONTINUING OPERATIONS BEFORE INCOME TAXES AND INTEREST IN EARNINGS OF ASSOCIATES (39 ) (76 ) 12 449 1 347 Benefit/(provision) for income taxes — 42 (3 ) (114 ) — (75 ) (LOSS) INCOME FROM CONTINUING OPERATIONS BEFORE INTEREST IN EARNINGS OF ASSOCIATES (39 ) (34 ) 9 335 1 272 Interest in earnings/(loss) of associates, net of tax — 4 — 10 — 14 Equity account for subsidiaries 319 342 261 — (922 ) — NET INCOME 280 312 270 345 (921 ) 286 Income attributable to non-controlling interests — — — (6 ) — (6 ) NET INCOME ATTRIBUTABLE TO WILLIS TOWERS WATSON $ 280 $ 312 $ 270 $ 339 $ (921 ) $ 280 |
Unaudited Condensed Consolidated Statement of Comprehensive Income | Unaudited Condensed Consolidated Statement of Comprehensive Income Six Months Ended June 30, 2016 Willis Towers Watson The Other Guarantors The Issuer Other Consolidating adjustments Consolidated Comprehensive (loss)/income before non-controlling interests $ 166 $ 162 $ (31 ) $ 179 $ (307 ) $ 169 Less: Comprehensive (income)/loss attributable to non-controlling interest — — — (3 ) — (3 ) Comprehensive (loss)/income attributable to Willis Towers Watson $ 166 $ 162 $ (31 ) $ 176 $ (307 ) $ 166 Unaudited Condensed Consolidated Statement of Comprehensive Income Six Months Ended June 30, 2016 Willis Towers Watson — the Parent Issuer The Guarantors Other Consolidating adjustments Consolidated Comprehensive (loss)/income before non-controlling interests $ 166 $ 162 $ 179 $ (338 ) $ 169 Less: Comprehensive (income)/loss attributable to non-controlling interest — — (3 ) — (3 ) Comprehensive (loss)/income attributable to Willis Towers Watson $ 166 $ 162 $ 176 $ (338 ) $ 166 Unaudited Condensed Consolidated Statement of Comprehensive Income Six Months Ended June 30, 2015 Willis Towers Watson — the Parent Issuer The Guarantors Other Consolidating adjustments Consolidated Comprehensive income/(loss) before non-controlling interests $ 474 $ 508 $ 546 $ (1,051 ) $ 477 Less: Comprehensive (income)/loss attributable to non-controlling interest — — (3 ) — (3 ) Comprehensive income/(loss) attributable to Willis Towers Watson $ 474 $ 508 $ 543 $ (1,051 ) $ 474 Unaudited Condensed Consolidated Statement of Comprehensive Income Six Months Ended June 30, 2016 Willis Towers Watson The Other Guarantors The Issuer Other Consolidating adjustments Consolidated Comprehensive income/(loss) before non-controlling interests $ 166 $ 162 $ 56 $ 179 $ (394 ) $ 169 Less: Comprehensive (income)/loss attributable to non-controlling interest — — — (3 ) — (3 ) Comprehensive income/(loss) attributable to Willis Towers Watson $ 166 $ 162 $ 56 $ 176 $ (394 ) $ 166 Unaudited Condensed Consolidated Statement of Comprehensive Income Six Months Ended June 30, 2015 Willis Towers Watson The Other Guarantors The Issuer Other Consolidating adjustments Consolidated Comprehensive income/(loss) before non-controlling interests $ 474 $ 508 $ 474 $ 546 $ (1,525 ) $ 477 Less: Comprehensive (income)/loss attributable to non-controlling interest — — — (3 ) — (3 ) Comprehensive income/(loss) attributable to Willis Towers Watson $ 474 $ 508 $ 474 $ 543 $ (1,525 ) $ 474 |
Unaudited Condensed Consolidated Balance Sheet | Unaudited Condensed Consolidated Balance Sheet As of June 30, 2016 Willis The Other The Other Consolidating Consolidated ASSETS Cash and cash equivalents $ — $ 63 $ — $ 886 $ — $ 949 Fiduciary assets — — — 11,767 — 11,767 Accounts receivable, net — — 4 2,183 — 2,187 Prepaid and other current assets — 65 20 280 (38 ) 327 Amounts due from group undertakings 7,700 5,590 872 1,922 (16,084 ) — Total current assets 7,700 5,718 896 17,038 (16,122 ) 15,230 Investments in subsidiaries 3,951 8,415 5,911 — (18,277 ) — Fixed assets, net — 31 33 730 — 794 Goodwill — — — 10,527 — 10,527 Other intangible assets, net — — — 4,713 — 4,713 Pension benefits assets — — — 815 — 815 Other non-current assets — 4 54 275 (3 ) 330 Non-current amounts due from group undertakings — 918 810 — (1,728 ) — Total non-current assets 3,951 9,368 6,808 17,060 (20,008 ) 17,179 TOTAL ASSETS $ 11,651 $ 15,086 $ 7,704 $ 34,098 $ (36,130 ) $ 32,409 LIABILITIES AND EQUITY Fiduciary liabilities $ — $ — $ — $ 11,767 $ — $ 11,767 Deferred revenue and accrued expenses 1 15 19 1,186 — 1,221 Short-term debt and current portion of long-term debt — 22 394 112 — 528 Other current liabilities 75 94 — 770 (38 ) 901 Amounts due to group undertakings 30 8,743 1,713 5,598 (16,084 ) — Total current liabilities 106 8,874 2,126 19,433 (16,122 ) 14,417 Long-term debt 495 2,389 186 211 — 3,281 Liability for pension benefits — — — 1,160 — 1,160 Deferred tax liabilities — — 1 1,158 (3 ) 1,156 Provision for liabilities — — 120 474 — 594 Other non-current liabilities — 46 15 500 — 561 Amounts due to group undertakings — — 518 1,210 (1,728 ) — Total non-current liabilities 495 2,435 840 4,713 (1,731 ) 6,752 TOTAL LIABILITIES 601 11,309 2,966 24,146 (17,853 ) 21,169 REDEEMABLE NONCONTROLLING INTEREST — — — 52 — 52 EQUITY Total Willis Towers Watson shareholders’ equity 11,050 3,777 4,738 9,762 (18,277 ) 11,050 Noncontrolling interests — — — 138 — 138 Total equity 11,050 3,777 4,738 9,900 (18,277 ) 11,188 TOTAL LIABILITIES AND EQUITY $ 11,651 $ 15,086 $ 7,704 $ 34,098 $ (36,130 ) $ 32,409 Unaudited Condensed Consolidated Balance Sheet As of December 31, 2015 Willis The Other The Other Consolidating Consolidated ASSETS Cash and cash equivalents $ 3 $ 2 $ — $ 527 $ — $ 532 Fiduciary assets — — — 10,458 — 10,458 Accounts receivable, net — — 7 1,251 — 1,258 Prepaid and 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 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 Pension benefits assets — — — 623 — 623 Other non-current assets — 8 2 288 — 298 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 EQUITY Fiduciary liabilities $ — $ — $ — $ 10,458 $ — $ 10,458 Deferred revenue and accrued expenses 1 13 55 683 — 752 Short-term debt and current portion of long-term debt 300 609 — 79 — 988 Other current liabilities 15 38 23 534 (7 ) 603 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 Long-term debt 495 1,203 580 — — 2,278 Liability for pension benefits — — — 279 — 279 Deferred tax liabilities — 1 — 239 — 240 Provision for liabilities — — — 295 — 295 Investments in subsidiaries 387 — — — (387 ) — 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 REDEEMABLE NONCONTROLLING INTEREST — — — 53 — 53 EQUITY Total Willis Towers Watson shareholders’ 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 Unaudited Condensed Consolidated Balance Sheet As of June 30, 2016 Willis The Other Consolidating Consolidated ASSETS Cash and cash equivalents $ — $ 63 $ 886 $ — $ 949 Fiduciary assets — — 11,767 — 11,767 Accounts receivable, net — 4 2,183 — 2,187 Prepaid and other current assets — 85 280 (38 ) 327 Amounts due from group undertakings 7,700 4,695 1,922 (14,317 ) — Total current assets 7,700 4,847 17,038 (14,355 ) 15,230 Investments in subsidiaries 3,951 9,588 — (13,539 ) — Fixed assets, net — 64 730 — 794 Goodwill — — 10,527 — 10,527 Other intangible assets, net — — 4,713 — 4,713 Pension benefits assets — — 815 — 815 Other non-current assets — 58 275 (3 ) 330 Non-current amounts due from group undertakings — 1,729 — (1,729 ) — Total non-current assets 3,951 11,439 17,060 (15,271 ) 17,179 TOTAL ASSETS $ 11,651 $ 16,286 $ 34,098 $ (29,626 ) $ 32,409 LIABILITIES AND EQUITY Fiduciary liabilities $ — $ — $ 11,767 $ — $ 11,767 Deferred revenue and accrued expenses 1 34 1,186 — 1,221 Short-term debt and current portion of long-term debt — 416 112 — 528 Other current liabilities 75 94 770 (38 ) 901 Amounts due to group undertakings 30 8,689 5,598 (14,317 ) — Total current liabilities 106 9,233 19,433 (14,355 ) 14,417 Long-term debt 495 2,575 211 — 3,281 Liability for pension benefits — — 1,160 — 1,160 Deferred tax liabilities — 1 1,158 (3 ) 1,156 Provision for liabilities — 120 474 — 594 Other non-current liabilities — 61 500 — 561 Non-current amounts due to group undertakings — 519 1,210 (1,729 ) — Total non-current liabilities 495 3,276 4,713 (1,732 ) 6,752 TOTAL LIABILITIES 601 12,509 24,146 (16,087 ) 21,169 REDEEMABLE NONCONTROLLING INTEREST — — 52 — 52 EQUITY Total Willis Towers Watson shareholders’ equity 11,050 3,777 9,762 (13,539 ) 11,050 Noncontrolling interests — — 138 — 138 Total equity 11,050 3,777 9,900 (13,539 ) 11,188 TOTAL LIABILITIES AND EQUITY $ 11,651 $ 16,286 $ 34,098 $ (29,626 ) $ 32,409 Unaudited Condensed Consolidated Balance Sheet As of December 31, 2015 Willis Towers Watson — the Parent Issuer The Guarantors Other Consolidating adjustments Consolidated ASSETS Cash and cash equivalents $ 3 $ 2 $ 527 $ — $ 532 Fiduciary assets — — 10,458 — 10,458 Accounts receivable, net — 7 1,251 — 1,258 Prepaid and other current assets 1 67 194 (7 ) 255 Amounts due from group undertakings 3,423 1,257 1,259 (5,939 ) — Total current assets 3,427 1,333 13,689 (5,946 ) 12,503 Investments in subsidiaries — 4,275 — (4,275 ) — Fixed assets, net — 58 505 — 563 Goodwill — — 3,737 — 3,737 Other intangible assets, net — — 1,115 — 1,115 Pension benefits assets — — 623 — 623 Other non-current assets — 10 288 — 298 Non-current amounts due from group undertakings — 785 — (785 ) — Total non-current assets — 5,128 6,268 (5,060 ) 6,336 TOTAL ASSETS $ 3,427 $ 6,461 $ 19,957 $ (11,006 ) $ 18,839 LIABILITIES AND EQUITY Fiduciary liabilities $ — $ — $ 10,458 $ — $ 10,458 Deferred revenue and accrued expenses 1 68 683 — 752 Short-term debt and current portion of long-term debt 300 609 79 — 988 Other current liabilities 15 61 534 (7 ) 603 Amounts due to group undertakings — 4,437 1,502 (5,939 ) — Total current liabilities 316 5,175 13,256 (5,946 ) 12,801 Investments in subsidiaries 387 — — (387 ) — Long-term debt 495 1,783 — — 2,278 Liability for pension benefits — — 279 — 279 Deferred tax liabilities — 1 239 — 240 Provision for liabilities — — 295 — 295 Other non-current liabilities — 36 497 — 533 Non-current amounts due to group undertakings — — 785 (785 ) — Total non-current liabilities 882 1,820 2,095 (1,172 ) 3,625 TOTAL LIABILITIES 1,198 6,995 15,351 (7,118 ) 16,426 REDEEMABLE NONCONTROLLING INTEREST — — 53 — 53 EQUITY Total Willis Towers Watson shareholders’ equity 2,229 (534 ) 4,422 (3,888 ) 2,229 Noncontrolling interests — — 131 — 131 Total equity 2,229 (534 ) 4,553 (3,888 ) 2,360 TOTAL LIABILITIES AND EQUITY $ 3,427 $ 6,461 $ 19,957 $ (11,006 ) $ 18,839 Unaudited Condensed Consolidated Balance Sheet As of June 30, 2016 Willis The Other The Other Consolidating Consolidated ASSETS Cash and cash equivalents $ — $ 63 $ — $ 886 $ — $ 949 Fiduciary assets — — — 11,767 — 11,767 Accounts receivable, net — 4 — 2,183 — 2,187 Prepaid and other current assets — 90 1 280 (44 ) 327 Amounts due from group undertakings 7,700 4,261 1,748 1,922 (15,631 ) — Total current assets 7,700 4,418 1,749 17,038 (15,675 ) 15,230 Investments in subsidiaries 3,951 9,389 8,250 — (21,590 ) — Fixed assets, net — 64 — 730 — 794 Goodwill — — — 10,527 — 10,527 Other intangible assets, net — — — 4,713 — 4,713 Pension benefits assets — — — 815 — 815 Other non-current assets — 57 1 275 (3 ) 330 Non-current amounts due from group undertakings — 1,233 918 — (2,151 ) — Total non-current assets 3,951 10,743 9,169 17,060 (23,744 ) 17,179 TOTAL ASSETS $ 11,651 $ 15,161 $ 10,918 $ 34,098 $ (39,419 ) $ 32,409 LIABILITIES AND EQUITY Fiduciary liabilities $ — $ — $ — $ 11,767 $ — $ 11,767 Deferred revenue and accrued expenses 1 31 3 1,186 — 1,221 Short-term debt and current portion of long-term debt — 394 22 112 — 528 Other current liabilities 75 70 30 770 (44 ) 901 Amounts due to group undertakings 30 10,003 — 5,598 (15,631 ) — Total current liabilities 106 10,498 55 19,433 (15,675 ) 14,417 Long-term debt 495 186 2,389 211 — 3,281 Liability for pension benefits — — — 1,160 — 1,160 Deferred tax liabilities — 1 — 1,158 (3 ) 1,156 Provision for liabilities — 120 — 474 — 594 Other non-current liabilities — 61 — 500 — 561 Non-current amounts due to group undertakings — 518 423 1,210 (2,151 ) — Total non-current liabilities 495 886 2,812 4,713 (2,154 ) 6,752 TOTAL LIABILITIES 601 11,384 2,867 24,146 (17,829 ) 21,169 REDEEMABLE NONCONTROLLING INTEREST — — — 52 — 52 EQUITY Total Willis Towers Watson shareholders’ equity 11,050 3,777 8,051 9,762 (21,590 ) 11,050 Noncontrolling interests — — — 138 — 138 Total equity 11,050 3,777 8,051 9,900 (21,590 ) 11,188 TOTAL LIABILITIES AND EQUITY $ 11,651 $ 15,161 $ 10,918 $ 34,098 $ (39,419 ) $ 32,409 Unaudited Condensed Consolidated Balance Sheet As of December 31, 2015 Willis The Other The Other Consolidating Consolidated ASSETS Cash and cash equivalents $ 3 $ 2 $ — $ 527 $ — $ 532 Fiduciary assets — — — 10,458 — 10,458 Accounts receivable, net — 7 — 1,251 — 1,258 Prepaid and 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 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 Pension benefits assets — — — 623 — 623 Other non-current assets — 9 1 288 — 298 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 EQUITY Fiduciary liabilities $ — $ — $ — $ 10,458 $ — $ 10,458 Deferred revenue and accrued expenses 1 68 — 683 — 752 Short-term debt and current portion of long-term debt 300 — 609 79 — 988 Other current liabilities 15 50 16 534 (12 ) 603 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 Investment in subsidiaries 387 — — — (387 ) — Long-term debt 495 580 1,203 — — 2,278 Liability for pension benefits — — — 279 — 279 Deferred tax liabilities — 1 — 239 — 240 Provision 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 REDEEMABLE NONCONTROLLING INTEREST — — — 53 — 53 EQUITY Total Willis Towers Watson shareholders’ 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 |
Unaudited Condensed Consolidated Statement of Cash Flows | Unaudited Condensed Consolidated Statement of Cash Flows Six Months Ended June 30, 2016 Willis The Other The Other Consolidating Consolidated NET CASH FROM/(USED IN) OPERATING ACTIVITIES $ 42 $ (418 ) $ (187 ) $ 991 $ (1 ) $ 427 CASH FLOWS FROM/(USED IN) INVESTING ACTIVITIES Additions to fixed assets and software for internal use — (9 ) (5 ) (78 ) — (92 ) Capitalized software costs — — — (42 ) — (42 ) Acquisitions of operations, net of cash acquired — — — 419 — 419 Redemptions of held-to-maturity investments — — — 11 — 11 Sales and redemptions of available for sale securities — — — 11 — 11 Other, net — — — 1 — 1 Repayments of intercompany investing activities (4,268 ) (3,696 ) — (696 ) 8,660 — Reduction in investment in subsidiaries 4,600 3,600 — — (8,200 ) — Additional investment in subsidiaries — (4,600 ) — (3,600 ) 8,200 — Net cash from/(used in) investing activities $ 332 $ (4,705 ) $ (5 ) $ (3,974 ) $ 8,660 $ 308 CASH FLOWS (USED IN)/FROM FINANCING ACTIVITIES Net (payments on)/draw down of revolving credit facility — (393 ) — — — (393 ) Senior notes issued — 1,606 — — — 1,606 Proceeds from issue of other debt — 400 — 4 — 404 Debt issuance costs — (14 ) — — — (14 ) Repayments of debt (300 ) (1,026 ) — (500 ) — (1,826 ) Repurchase of shares (38 ) — — — — (38 ) Proceeds from issuance of shares and excess tax benefit 28 — — — — 28 Dividends paid (67 ) — — (1 ) 1 (67 ) Acquisitions of and dividends paid to noncontrolling interests — — — (15 ) — (15 ) Proceeds from intercompany financing activities — 4,611 192 3,857 (8,660 ) — Net cash (used in)/from financing activities $ (377 ) $ 5,184 $ 192 $ 3,345 $ (8,659 ) $ (315 ) (DECREASE)/INCREASE IN CASH AND CASH EQUIVALENTS (3 ) 61 — 362 — 420 Effect of exchange rate changes on cash and cash equivalents — — — (3 ) — (3 ) CASH AND CASH EQUIVALENTS, BEGINNING OF PERIOD 3 2 — 527 — 532 CASH AND CASH EQUIVALENTS, END OF PERIOD $ — $ 63 $ — $ 886 $ — $ 949 Unaudited Condensed Consolidated Statement of Cash Flows Six Months Ended June 30, 2015 Willis The Other The Other Consolidating Consolidated NET CASH (USED IN)/FROM OPERATING ACTIVITIES $ (4 ) $ 62 $ 17 $ (68 ) $ — $ 7 CASH FLOWS FROM/(USED IN) INVESTING ACTIVITIES Additions to fixed assets and software for internal use — (4 ) (5 ) (38 ) — (47 ) Acquisitions of operations, net of cash acquired — — — (228 ) — (228 ) Other, net — — — 27 — 27 Proceeds from intercompany investing activities 105 49 — 153 (307 ) — Repayments of intercompany investing activities — (72 ) (14 ) (218 ) 304 — Additional investment in subsidiaries — (274 ) — — 274 — Net cash from/(used in) investing activities $ 105 $ (301 ) $ (19 ) $ (304 ) $ 271 $ (248 ) CASH FLOWS (USED IN)/FROM FINANCING ACTIVITIES Net (payments on)/draw down of revolving credit facility — 220 — — — 220 Debt issuance costs — — — (1 ) — (1 ) Repayments of debt — (8 ) — — — (8 ) Repurchase of shares (79 ) — — — — (79 ) Proceeds from issuance of shares and excess tax benefit 84 — — 279 (274 ) 89 Dividends paid (109 ) — — — — (109 ) Acquisitions of and dividends paid to noncontrolling interests — — — (8 ) — (8 ) Proceeds from intercompany financing activities — 216 2 86 (304 ) — Repayments of intercompany financing activities — (189 ) — (118 ) 307 — Net cash (used in)/from financing activities $ (104 ) $ 239 $ 2 $ 238 $ (271 ) $ 104 DECREASE IN CASH AND CASH EQUIVALENTS (3 ) — — (134 ) — (137 ) Effect of exchange rate changes on cash and cash equivalents — — — (15 ) — (15 ) CASH AND CASH EQUIVALENTS, BEGINNING OF PERIOD 9 2 — 624 — 635 CASH AND CASH EQUIVALENTS, END OF PERIOD $ 6 $ 2 $ — $ 475 $ — $ 483 Unaudited Condensed Consolidated Statement of Cash Flows Six Months Ended June 30, 2016 Willis The Other Consolidating Consolidated NET CASH FROM/(USED IN) OPERATING ACTIVITIES $ 42 $ (605 ) $ 991 $ (1 ) $ 427 CASH FLOWS FROM/(USED IN) INVESTING ACTIVITIES Additions to fixed assets and software for internal use — (14 ) (78 ) — (92 ) Capitalized software costs — — (42 ) — (42 ) Acquisitions of operations, net of cash acquired — — 419 — 419 Redemptions of held-to-maturity investments — — 11 — 11 Sales and redemptions of available for sale securities — — 11 — 11 Other, net — — 1 — 1 Repayments of intercompany investing activities (4,268 ) (3,696 ) (696 ) 8,660 — Reduction in investment in subsidiaries 4,600 3,600 — (8,200 ) — Additional investment in subsidiaries — (4,600 ) (3,600 ) 8,200 — Net cash from/(used in) investing activities $ 332 $ (4,710 ) $ (3,974 ) $ 8,660 $ 308 CASH FLOWS (USED IN)/FROM FINANCING ACTIVITIES Net (payments on)/draw down of revolving credit facility — (393 ) — — (393 ) Senior notes issued — 1,606 — — 1,606 Proceeds from issue of other debt — 400 4 — 404 Debt issuance costs — (14 ) — — (14 ) Repayments of debt (300 ) (1,026 ) (500 ) — (1,826 ) Repurchase of shares (38 ) — — — (38 ) Proceeds from issuance of shares and excess tax benefit 28 — — — 28 Dividends paid (67 ) — (1 ) 1 (67 ) Acquisitions of and dividends paid to noncontrolling interests — — (15 ) — (15 ) Proceeds from intercompany financing activities — 4,803 3,857 (8,660 ) — Net cash (used in)/from financing activities $ (377 ) $ 5,376 $ 3,345 $ (8,659 ) $ (315 ) (DECREASE)/INCREASE IN CASH AND CASH EQUIVALENTS (3 ) 61 362 — 420 Effect of exchange rate changes on cash and cash equivalents — — (3 ) — (3 ) CASH AND CASH EQUIVALENTS, BEGINNING OF PERIOD 3 2 527 — 532 CASH AND CASH EQUIVALENTS, END OF PERIOD $ — $ 63 $ 886 $ — $ 949 Unaudited Condensed Consolidated Statement of Cash Flows Six Months Ended June 30, 2015 Willis The Other Consolidating Consolidated NET CASH (USED IN)/FROM OPERATING ACTIVITIES $ (4 ) $ 79 $ (68 ) $ — $ 7 CASH FLOWS FROM/(USED IN) INVESTING ACTIVITIES Additions to fixed assets and software for internal use — (9 ) (38 ) — (47 ) Acquisitions of operations, net of cash acquired — — (228 ) — (228 ) Other, net — — 27 — 27 Proceeds from intercompany investing activities 105 49 153 (307 ) — Repayments of intercompany investing activities — (86 ) (218 ) 304 — Additional investment in subsidiaries — (274 ) — 274 — Net cash from/(used in) investing activities $ 105 $ (320 ) $ (304 ) $ 271 $ (248 ) CASH FLOWS (USED IN)/FROM FINANCING ACTIVITIES Net (payments on)/draw down of revolving credit facility — 220 — — 220 Debt issuance costs — — (1 ) — (1 ) Repayments of debt — (8 ) — — (8 ) Repurchase of shares (79 ) — — — (79 ) Proceeds from issuance of shares and excess tax benefit 84 — 279 (274 ) 89 Dividends paid (109 ) — — — (109 ) Acquisitions of and dividends paid to noncontrolling interests — — (8 ) — (8 ) Proceeds from intercompany financing activities — 218 86 (304 ) — Repayments of intercompany financing activities — (189 ) (118 ) 307 — Net cash (used in)/from financing activities $ (104 ) $ 241 $ 238 $ (271 ) $ 104 DECREASE IN CASH AND CASH EQUIVALENTS (3 ) — (134 ) — (137 ) Effect of exchange rate changes on cash and cash equivalents — — (15 ) — (15 ) CASH AND CASH EQUIVALENTS, BEGINNING OF PERIOD 9 2 624 — 635 CASH AND CASH EQUIVALENTS, END OF PERIOD $ 6 $ 2 $ 475 $ — $ 483 Unaudited Condensed Consolidated Statement of Cash Flows Six Months Ended June 30, 2016 Willis The Other The Other Consolidating Consolidated NET CASH FROM/(USED IN) OPERATING ACTIVITIES $ 42 $ (228 ) $ (377 ) $ 991 $ (1 ) $ 427 CASH FLOWS FROM/(USED IN) INVESTING ACTIVITIES Additions to fixed assets and software for internal use — (14 ) — (78 ) — (92 ) Capitalized software costs — — — (42 ) — (42 ) Acquisitions of operations, net of cash acquired — — — 419 — 419 Redemptions of held-to-maturity investments — — — 11 — 11 Sales and redemptions of available for sale securities — — — 11 — 11 Other, net — — — 1 — 1 Proceeds from intercompany investing activities — 12 — — (12 ) — Repayments of intercompany investing activities (4,268 ) (3,512 ) (184 ) (696 ) 8,660 — Reduction in investment in subsidiaries 4,600 3,600 — — (8,200 ) — Additional investment in subsidiaries — (4,600 ) — (3,600 ) 8,200 — Net cash from/(used in) investing activities $ 332 $ (4,514 ) $ (184 ) $ (3,974 ) $ 8,648 $ 308 CASH FLOWS (USED IN)/FROM FINANCING ACTIVITIES Net (payments on)/draw down of revolving credit facility — — (393 ) — — (393 ) Senior notes issued — — 1,606 — — 1,606 Proceeds from issue of other debt — — 400 4 — 404 Debt issuance costs — — (14 ) — — (14 ) Repayments of debt (300 ) — (1,026 ) (500 ) — (1,826 ) Repurchase of shares (38 ) — — — — (38 ) Proceeds from issuance of shares and excess tax benefit 28 — — — — 28 Dividends paid (67 ) — — (1 ) 1 (67 ) Acquisitions of and dividends paid to noncontrolling interests — — — (15 ) — (15 ) Proceeds from intercompany financing activities — 4,803 — 3,857 (8,660 ) — Repayments of intercompany financing activities — — (12 ) — 12 — Net cash (used in)/from financing activities $ (377 ) $ 4,803 $ 561 $ 3,345 $ (8,647 ) $ (315 ) (DECREASE)/INCREASE IN CASH AND CASH EQUIVALENTS (3 ) 61 — 362 — 420 Effect of exchange rate changes on cash and cash equivalents — — — (3 ) — (3 ) CASH AND CASH EQUIVALENTS, BEGINNING OF PERIOD 3 2 — 527 — 532 CASH AND CASH EQUIVALENTS, END OF PERIOD $ — $ 63 $ — $ 886 $ — $ 949 Unaudited Condensed Consolidated Statement of Cash Flows Six Months Ended June 30, 2015 Willis The Other The Other Consolidating Consolidated NET CASH (USED IN)/FROM OPERATING ACTIVITIES $ (4 ) $ 70 $ 9 $ (68 ) $ — $ 7 CASH FLOWS FROM/(USED IN) INVESTING ACTIVITIES Additions to fixed assets and software for internal use — (9 ) — (38 ) — (47 ) Acquisitions of operations, net of cash acquired — — — (228 ) — (228 ) Other, net — — — 27 — 27 Proceeds from intercompany investing activities 105 49 — 153 (307 ) — Repayments of intercompany investing activities — (14 ) (72 ) (218 ) 304 — Additional investment in subsidiaries — (274 ) — — 274 — Net cash from/(used in) investing activities $ 105 $ (248 ) $ (72 ) $ (304 ) $ 271 $ (248 ) CASH FLOWS (USED IN)/FROM FINANCING ACTIVITIES Net (payments on)/draw down of revolving credit facility — — 220 — — 220 Debt issuance costs — — — (1 ) — (1 ) Repayments of debt — — (8 ) — — (8 ) Repurchase of shares (79 ) — — — — (79 ) Proceeds from issuance of shares and excess tax benefit 84 — — 279 (274 ) 89 Dividends paid (109 ) — — — — (109 ) Acquisitions of and dividends paid to noncontrolling interests — — — (8 ) — (8 ) Proceeds from intercompany financing activities — 218 — 86 (304 ) — Repayments of intercompany financing activities — (40 ) (149 ) (118 ) 307 — Net cash (used in)/from financing activities $ (104 ) $ 178 $ 63 $ 238 $ (271 ) $ 104 DECREASE IN CASH AND CASH EQUIVALENTS (3 ) — — (134 ) — (137 ) Effect of exchange rate changes on cash and cash equivalents — — — (15 ) — (15 ) CASH AND CASH EQUIVALENTS, BEGINNING OF PERIOD 9 2 — 624 — 635 CASH AND CASH EQUIVALENTS, END OF PERIOD $ 6 $ 2 $ — $ 475 $ — $ 483 |
Basis of Presentation and Sig42
Basis of Presentation and Significant Accounting Policies (Details) | 6 Months Ended |
Jun. 30, 2016arrangement | |
Accounting Policies [Abstract] | |
Number of fixed-fee arrangements | 4 |
Delivered software, initial license and maintenance | |
Deferred Revenue Arrangement [Line Items] | |
Initial contract term used to recognize fees | 1 year |
Merger and Acquisitions - Narra
Merger and Acquisitions - Narrative (Details) $ / shares in Units, € in Millions | Jan. 04, 2016USD ($)$ / sharesshares | Dec. 29, 2015EUR (€)shares | Dec. 29, 2015USD ($)$ / shares | Nov. 20, 2015 | May 31, 2015USD ($) | Jun. 30, 2016USD ($)$ / shares | Mar. 31, 2016USD ($) | Jun. 30, 2016USD ($)$ / shares | Dec. 31, 2015$ / shares | Dec. 29, 2015USD ($)shares |
Business Acquisition [Line Items] | ||||||||||
Purchase price allocation adjustments | $ (1,000,000) | |||||||||
Value of equity awards assumed | $ 37,000,000 | |||||||||
Towers Watson & Co. [Member] | ||||||||||
Business Acquisition [Line Items] | ||||||||||
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Noncurrent Liabilities, Other | $ 271,000,000 | |||||||||
Duration that entity has been in existence (more than) | 100 years | |||||||||
Conversion of Towers Watson stock to Willis stock, conversion ratio | 2.6490 | |||||||||
Dividends paid per share (usd per share) | $ / shares | $ 10 | |||||||||
Dividends paid | $ 694,000,000 | |||||||||
Common shares outstanding | shares | 69,000,000 | 69,000,000 | 69,000,000 | |||||||
Business Combination, Provisional Information, Initial Accounting Incomplete, Adjustment, Intangibles | $ (174,000,000) | |||||||||
Purchase price allocation adjustments | 102,000,000 | |||||||||
Business Combination, Provisional Information, Initial Accounting Incomplete, Adjustments Related to Previous Period | $ (18,000,000) | (36,000,000) | ||||||||
Goodwill, tax deductible | $ 0 | |||||||||
Business Combination, Pro Forma Information, Revenue of Acquiree since Acquisition Date, Actual | $ 892,000,000 | 1,791,000,000 | ||||||||
Business Combination, Pro Forma Information, Earnings or Loss of Acquiree since Acquisition Date, Actual | 41,000,000 | 70,000,000 | ||||||||
Value of equity awards assumed | 37,000,000 | |||||||||
Total consideration | $ 8,723,000,000 | |||||||||
Towers Watson & Co. [Member] | Stock options | ||||||||||
Business Acquisition [Line Items] | ||||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Number of Awards Converted from Acquiree to Acquirer | shares | 592,486 | |||||||||
Value of equity awards assumed | $ 7,000,000 | |||||||||
Fair value of outstanding options related to post-acquistion employee service | $ 13,000,000 | |||||||||
Towers Watson & Co. [Member] | Restricted Stock Units | ||||||||||
Business Acquisition [Line Items] | ||||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Number of Awards Converted from Acquiree to Acquirer | shares | 597,307 | |||||||||
Value of equity awards assumed | $ 30,000,000 | |||||||||
Fair value of outstanding units related to post-acquistion employee service | $ 32,000,000 | $ 32,000,000 | ||||||||
Gras Savoye | ||||||||||
Business Acquisition [Line Items] | ||||||||||
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Noncurrent Liabilities, Other | $ 178,000,000 | |||||||||
Percentage of interest acquired | 70.00% | 70.00% | ||||||||
Total consideration | € 544 | 592,000,000 | ||||||||
Consideration paid in cash | 582,000,000 | |||||||||
Remeasurement fair value of previously held interest in acquisition | € 221 | 241,000,000 | ||||||||
Total basis in acquiree | 100.00% | 100.00% | ||||||||
Fair value basis of acquisition | € 765 | $ 833,000,000 | ||||||||
Discounted fair value of deferred consideration | $ 10,000,000 | |||||||||
Business Combination, Consideration Transferred, Liabilities Incurred, Payment Period One | 1 year | 1 year | ||||||||
Business Combination, Consideration Transferred, Liabilities Incurred, Payment Period Two | 2 years | 2 years | ||||||||
Miller | ||||||||||
Business Acquisition [Line Items] | ||||||||||
Percentage of interest acquired | 85.00% | |||||||||
Total consideration | $ 401,000,000 | |||||||||
Consideration paid in cash | 232,000,000 | |||||||||
Discounted fair value of deferred consideration | 124,000,000 | |||||||||
Discounted fair value of contingent consideration liability | $ 29,000,000 | |||||||||
Business Combination, Consideration Transferred, Liabilities Incurred, Payment Period One | 1 year | |||||||||
Business Combination, Consideration Transferred, Liabilities Incurred, Payment Period Two | 2 years | |||||||||
Business Combination, Consideration Transferred, Liabilities Incurred, Payment Period Three | 3 years | |||||||||
Business Combination, Contingent Consideration, Liability, Period for Payment | 3 years | |||||||||
Ordinary shares, $0.000304635 nominal value | ||||||||||
Business Acquisition [Line Items] | ||||||||||
Ordinary shares, nominal value (usd per share) | $ / shares | $ 0.000304635000 | $ 0.000304635 | $ 0.000304635 | $ 0.000304635 | ||||||
Ordinary shares, $0.000304635 nominal value | Towers Watson & Co. [Member] | ||||||||||
Business Acquisition [Line Items] | ||||||||||
Conversion of Towers Watson stock to Willis stock, conversion ratio | 2.6490 | |||||||||
Ordinary shares, $0.000115 nominal value | Towers Watson & Co. [Member] | ||||||||||
Business Acquisition [Line Items] | ||||||||||
Ordinary shares, nominal value (usd per share) | $ / shares | $ 0.000115 | |||||||||
Line of Credit | 1-year Term Loan Facility Matures 2016 | Term Loan | ||||||||||
Business Acquisition [Line Items] | ||||||||||
Term loan period | 1 year | 1 year | ||||||||
Towers Watson Deferred Tax Liability [Member] | Towers Watson & Co. [Member] | ||||||||||
Business Acquisition [Line Items] | ||||||||||
Business Combination, Provisional Information, Initial Accounting Incomplete, Adjustment, Financial Liabilities | $ 51,000,000 | |||||||||
Pension and Other Postretirement Liability [Member] | Towers Watson & Co. [Member] | ||||||||||
Business Acquisition [Line Items] | ||||||||||
Business Combination, Provisional Information, Initial Accounting Incomplete, Adjustment, Financial Liabilities | $ 27,000,000 |
Merger and Acquisitions - Preli
Merger and Acquisitions - Preliminary Calculation of Aggregate Merger Consideration (Details) $ / shares in Units, € in Millions, shares in Millions, $ in Millions | Jan. 04, 2016USD ($)$ / sharesshares | Dec. 29, 2015EUR (€)shares | Dec. 29, 2015USD ($)shares | Jun. 30, 2016USD ($) |
Business Acquisition [Line Items] | ||||
Value of equity awards assumed | $ 37 | |||
Gras Savoye | ||||
Business Acquisition [Line Items] | ||||
Preliminary estimated aggregate Merger Consideration | € 544 | $ 592 | ||
Towers Watson & Co. [Member] | ||||
Business Acquisition [Line Items] | ||||
Number of shares of Towers Watson common stock outstanding as of January 4, 2016 | shares | 69 | 69 | 69 | |
Exchange ratio | 2.6490 | |||
Fair value of 184 million Willis ordinary shares | $ 8,686 | |||
Value of equity awards assumed | 37 | |||
Preliminary estimated aggregate Merger Consideration | $ 8,723 | |||
Towers Watson & Co. [Member] | Willis Group Holdings | ||||
Business Acquisition [Line Items] | ||||
Number of Willis Group Holdings shares issued (prior to reverse stock split) | shares | 184 | |||
Willis Group Holdings price per share on January 4, 2016 | $ / shares | $ 47.18 |
Merger and Acquisitions - Sched
Merger and Acquisitions - Schedule of Fair Values of the Identifiable Assets Acquired and Liabilities Assumed (Details) € in Millions, $ in Millions | Jan. 04, 2016USD ($) | Dec. 29, 2015EUR (€) | Dec. 29, 2015USD ($) | Jun. 30, 2016USD ($) | Dec. 31, 2015USD ($) | Dec. 29, 2015USD ($) |
Business Acquisition [Line Items] | ||||||
Goodwill | $ 10,527 | $ 3,737 | ||||
Towers Watson & Co. [Member] | ||||||
Business Acquisition [Line Items] | ||||||
Cash and cash equivalents | $ 476 | |||||
Accounts receivable, net | 825 | |||||
Other current assets | 95 | |||||
Fixed assets, net | 206 | |||||
Goodwill | 6,804 | |||||
Intangible assets | 3,937 | |||||
Pension benefits assets | 67 | |||||
Other non-current assets | 84 | |||||
Deferred tax liabilities | (1,123) | |||||
Liability for pension benefits | (914) | |||||
Other current liabilities (i) | (707) | |||||
Other non-current liabilities (ii) | (271) | |||||
Long term debt, including current portion | (740) | |||||
Net assets acquired | 8,739 | |||||
Noncontrolling interest acquired | (16) | |||||
Allocated Aggregate Merger Consideration | 8,723 | |||||
Dividends paid | $ 694 | |||||
Towers Watson & Co. [Member] | Towers Watson Debt, Due on Change of Control | ||||||
Business Acquisition [Line Items] | ||||||
Long term debt, including current portion | (400) | |||||
Repayments of debt | 400 | |||||
Towers Watson & Co. [Member] | Towers Watson Debt, Due on Change of Control | Term Loan | ||||||
Business Acquisition [Line Items] | ||||||
Long term debt, including current portion | (188) | |||||
Towers Watson & Co. [Member] | Towers Watson Debt, Due on Change of Control | Line of Credit | Revolving Credit Facility | ||||||
Business Acquisition [Line Items] | ||||||
Long term debt, including current portion | (212) | |||||
Towers Watson & Co. [Member] | Towers Watson New Term Loan | Term Loan | ||||||
Business Acquisition [Line Items] | ||||||
Proceeds from issuance of debt | 340 | |||||
Gras Savoye | ||||||
Business Acquisition [Line Items] | ||||||
Cash and cash equivalents | $ 87 | |||||
Fiduciary assets | 625 | |||||
Accounts receivable, net | 89 | |||||
Goodwill | 576 | |||||
Intangible assets | 440 | |||||
Other non-current assets | 55 | |||||
Fiduciary liabilities | (625) | |||||
Deferred revenue and accrued expenses | (80) | |||||
Deferred tax liabilities | (86) | |||||
Other non-current liabilities (ii) | (178) | |||||
Long term debt, including current portion | (80) | |||||
Net assets acquired | 823 | |||||
Decrease in paid in capital for purchase of noncontrolling interest | 50 | |||||
Noncontrolling interest acquired | (40) | |||||
Allocated Aggregate Merger Consideration | € 544 | $ 592 | ||||
Preliminary purchase price allocation | € 765 | $ 833 | ||||
Towers Watson Accounts Payable, Accrued Liabilities, and Deferred Compensation [Member] | Towers Watson & Co. [Member] | ||||||
Business Acquisition [Line Items] | ||||||
Other current liabilities (i) | (347) | |||||
Towers Watson Employee-related Liabilities [Member] | Towers Watson & Co. [Member] | ||||||
Business Acquisition [Line Items] | ||||||
Other current liabilities (i) | (351) | |||||
Towers Watson Other Current Liabilities [Member] | Towers Watson & Co. [Member] | ||||||
Business Acquisition [Line Items] | ||||||
Other current liabilities (i) | (9) | |||||
Towers Watson Acquired Contingent Liabilities [Member] | Towers Watson & Co. [Member] | ||||||
Business Acquisition [Line Items] | ||||||
Other non-current liabilities (ii) | $ (242) |
Merger and Acquisitions - Sch46
Merger and Acquisitions - Schedule of Acquired Intangible Assets (Details) € in Millions, $ in Millions | Jan. 04, 2016USD ($) | Dec. 29, 2015USD ($) | Jun. 30, 2016USD ($) | Dec. 31, 2015USD ($) | Dec. 29, 2015EUR (€) | Dec. 29, 2015USD ($) |
Acquired Finite-Lived Intangible Assets [Line Items] | ||||||
Intangible assets acquired | $ 3,865 | |||||
Goodwill | 10,527 | $ 3,737 | ||||
Customer relationships | ||||||
Acquired Finite-Lived Intangible Assets [Line Items] | ||||||
Intangible assets acquired | 2,153 | |||||
Software | ||||||
Acquired Finite-Lived Intangible Assets [Line Items] | ||||||
Intangible assets acquired | 655 | |||||
Product | ||||||
Acquired Finite-Lived Intangible Assets [Line Items] | ||||||
Intangible assets acquired | 42 | |||||
Favorable agreements | ||||||
Acquired Finite-Lived Intangible Assets [Line Items] | ||||||
Intangible assets acquired | $ 11 | |||||
Towers Watson & Co. [Member] | ||||||
Acquired Finite-Lived Intangible Assets [Line Items] | ||||||
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Cash and Equivalents | $ 476 | |||||
Intangible assets acquired | $ 3,937 | |||||
Weighted Average Useful Life | 15 years | |||||
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Current Assets, Receivables | $ 825 | |||||
Goodwill | 6,804 | |||||
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Intangible Assets, Other than Goodwill | 3,937 | |||||
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Other Noncurrent Assets | 84 | |||||
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Noncurrent Liabilities, Long-term Debt | 740 | |||||
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Deferred Tax Liabilities | 1,123 | |||||
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Noncurrent Liabilities, Other | 271 | |||||
Business Combination, Recognized Identifiable Assets Acquired, Goodwill, and Liabilities Assumed, Net | 8,739 | |||||
Business Combination, Acquisition of Less than 100 Percent, Noncontrolling Interest, Fair Value | 16 | |||||
Towers Watson & Co. [Member] | Customer relationships | ||||||
Acquired Finite-Lived Intangible Assets [Line Items] | ||||||
Intangible assets acquired | 2,150 | |||||
Towers Watson & Co. [Member] | Product | ||||||
Acquired Finite-Lived Intangible Assets [Line Items] | ||||||
Intangible assets acquired | $ 42 | |||||
Weighted Average Useful Life | 20 years 6 months | |||||
Towers Watson & Co. [Member] | IPR&D | ||||||
Acquired Finite-Lived Intangible Assets [Line Items] | ||||||
Intangible assets acquired | $ 64 | |||||
Towers Watson & Co. [Member] | Trade name | ||||||
Acquired Finite-Lived Intangible Assets [Line Items] | ||||||
Intangible assets acquired | $ 1,003 | |||||
Weighted Average Useful Life | 25 years | |||||
Towers Watson & Co. [Member] | Favorable agreements | ||||||
Acquired Finite-Lived Intangible Assets [Line Items] | ||||||
Intangible assets acquired | $ 11 | |||||
Weighted Average Useful Life | 6 years 6 months | |||||
Gras Savoye | ||||||
Acquired Finite-Lived Intangible Assets [Line Items] | ||||||
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Cash and Equivalents | $ 87 | |||||
Intangible assets acquired | $ 440 | |||||
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Fiduciary Assets | 625 | |||||
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Current Assets, Receivables | 89 | |||||
Goodwill | 576 | |||||
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Intangible Assets, Other than Goodwill | 440 | |||||
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Other Noncurrent Assets | 55 | |||||
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Fiduciary Liabilities | 625 | |||||
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Current Liabilities, Deferred Revenue and Accrued Liabilities | 80 | |||||
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Noncurrent Liabilities, Long-term Debt | 80 | |||||
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Deferred Tax Liabilities | 86 | |||||
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Noncurrent Liabilities, Other | 178 | |||||
Business Combination, Recognized Identifiable Assets Acquired, Goodwill, and Liabilities Assumed, Net | 823 | |||||
Business Combination, Acquisition of Less than 100 Percent, Noncontrolling Interest, Decrease in Additional Paid in Capital | 50 | |||||
Business Combination, Acquisition of Less than 100 Percent, Noncontrolling Interest, Fair Value | 40 | |||||
Business Combination, Recognized Identifiable Assets Acquired, Goodwill, and Liabilities Assumed, Less Noncontrolling Interest | € 765 | $ 833 | ||||
Gras Savoye | Customer relationships | ||||||
Acquired Finite-Lived Intangible Assets [Line Items] | ||||||
Intangible assets acquired | $ 339 | |||||
Weighted Average Useful Life | 20 years | |||||
Gras Savoye | Software and other intangibles | ||||||
Acquired Finite-Lived Intangible Assets [Line Items] | ||||||
Intangible assets acquired | $ 66 | |||||
Weighted Average Useful Life | 5 years | |||||
Gras Savoye | Trade name | ||||||
Acquired Finite-Lived Intangible Assets [Line Items] | ||||||
Intangible assets acquired | $ 35 | |||||
Weighted Average Useful Life | 14 years | |||||
Income Approach Valuation Technique [Member] | Towers Watson & Co. [Member] | Software | ||||||
Acquired Finite-Lived Intangible Assets [Line Items] | ||||||
Intangible assets acquired | $ 563 | |||||
Weighted Average Useful Life | 6 years 5 months | |||||
Cost Approach Valuation Technique [Member] | Towers Watson & Co. [Member] | Software | ||||||
Acquired Finite-Lived Intangible Assets [Line Items] | ||||||
Intangible assets acquired | $ 104 | |||||
Weighted Average Useful Life | 4 years 11 months |
Merger and Acquisitions - Unaud
Merger and Acquisitions - Unaudited Pro Forma Financial Information (Details) - Towers Watson & Co. [Member] - USD ($) $ / shares in Units, $ in Millions | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2016 | Jun. 30, 2015 | Jun. 30, 2016 | Jun. 30, 2015 | |
Business Acquisition [Line Items] | ||||
Total revenues | $ 1,949 | $ 1,812 | $ 4,183 | $ 3,824 |
Net income attributable to Willis Towers Watson | $ 72 | $ 114 | $ 310 | $ 373 |
Diluted earnings per share | $ 0.51 | $ 0.83 | $ 2.25 | $ 2.70 |
Segment Information - Narrative
Segment Information - Narrative (Details) | 3 Months Ended |
Jun. 30, 2016segment | |
Segment Reporting Information [Line Items] | |
Number of operating segments | 4 |
Scenario, Previously Reported [Member] | |
Segment Reporting Information [Line Items] | |
Number of operating segments | 8 |
Segment Information - Revenue (
Segment Information - Revenue (Net of Reimbursable Expenses) of the Reported Segments (Details) - USD ($) $ in Millions | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2016 | Jun. 30, 2015 | Jun. 30, 2016 | Jun. 30, 2015 | |
Segment Reporting Information [Line Items] | ||||
Commissions and fees | $ 1,894 | $ 917 | $ 4,113 | $ 1,998 |
Interest and other income | 55 | 5 | 70 | 11 |
Total revenues | 1,949 | 922 | 4,183 | 2,009 |
Operating Segments | ||||
Segment Reporting Information [Line Items] | ||||
Commissions and fees | 1,892 | 917 | 4,120 | 1,998 |
Interest and other income | 56 | 5 | 70 | 11 |
Revenues | 1,948 | 922 | 4,190 | 2,009 |
Operating Segments | Human Capital and Benefits [Member] | ||||
Segment Reporting Information [Line Items] | ||||
Commissions and fees | 760 | 146 | 1,712 | 409 |
Interest and other income | 5 | 0 | 8 | 0 |
Total revenues | 765 | 146 | 1,720 | 409 |
Operating Segments | Exchange Solutions [Member] | ||||
Segment Reporting Information [Line Items] | ||||
Commissions and fees | 154 | 0 | 317 | 0 |
Interest and other income | 1 | 0 | 1 | 0 |
Total revenues | 155 | 0 | 318 | 0 |
Operating Segments | Investment, Risk and Reinsurance [Member] | ||||
Segment Reporting Information [Line Items] | ||||
Commissions and fees | 355 | 190 | 830 | 486 |
Interest and other income | 44 | 1 | 48 | 2 |
Total revenues | 399 | 191 | 878 | 488 |
Operating Segments | Corporate Risk and Broking [Member] | ||||
Segment Reporting Information [Line Items] | ||||
Commissions and fees | 623 | 581 | 1,261 | 1,103 |
Interest and other income | 6 | 4 | 13 | 9 |
Total revenues | $ 629 | $ 585 | $ 1,274 | $ 1,112 |
Segment Information - Adjusted
Segment Information - Adjusted Operating Income of the Reported Segments (Details) - USD ($) $ in Millions | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2016 | Jun. 30, 2015 | Jun. 30, 2016 | Jun. 30, 2015 | |
Segment Reporting Information [Line Items] | ||||
Total segment operating income | $ 136 | $ 105 | $ 462 | $ 398 |
Operating Segments | ||||
Segment Reporting Information [Line Items] | ||||
Total segment operating income | 363 | 178 | 995 | 537 |
Operating Segments | Human Capital and Benefits [Member] | ||||
Segment Reporting Information [Line Items] | ||||
Total segment operating income | 113 | 11 | 410 | 147 |
Operating Segments | Exchange Solutions [Member] | ||||
Segment Reporting Information [Line Items] | ||||
Total segment operating income | 30 | 0 | 69 | 0 |
Operating Segments | Investment, Risk and Reinsurance [Member] | ||||
Segment Reporting Information [Line Items] | ||||
Total segment operating income | 101 | 39 | 277 | 198 |
Operating Segments | Corporate Risk and Broking [Member] | ||||
Segment Reporting Information [Line Items] | ||||
Total segment operating income | $ 119 | $ 128 | $ 239 | $ 192 |
Segment Information - Reconcili
Segment Information - Reconciliation of Information Reported by Segment to Consolidated Amounts (Details) - USD ($) $ in Millions | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2016 | Jun. 30, 2015 | Jun. 30, 2016 | Jun. 30, 2015 | |
Segment Reporting, Reconciling Item for Operating Profit (Loss) from Segment to Consolidated [Line Items] | ||||
Fair value adjustment to deferred revenue in purchase accounting | $ (26) | $ 0 | $ (58) | $ 0 |
Reimbursable expenses and other | 27 | 0 | 51 | 0 |
Total revenues | 1,949 | 922 | 4,183 | 2,009 |
Total segment operating income | 136 | 105 | 462 | 398 |
Amortization | (125) | (16) | (286) | (30) |
Restructuring costs | (41) | (38) | (66) | (69) |
Integration and transaction expenses | (29) | (3) | (81) | (6) |
Provision for the Stanford litigation | 0 | 0 | (50) | 0 |
Other, net | (3) | 0 | 3 | (1) |
Interest expense | 47 | 35 | 93 | 68 |
Other (income)/expense, net | (6) | (23) | 12 | (17) |
INCOME FROM CONTINUING OPERATIONS BEFORE INCOME TAXES AND INTEREST IN EARNINGS OF ASSOCIATES | 95 | 93 | 357 | 347 |
Operating Segments | ||||
Segment Reporting, Reconciling Item for Operating Profit (Loss) from Segment to Consolidated [Line Items] | ||||
Total revenues | 1,948 | 922 | 4,190 | 2,009 |
Total segment operating income | 363 | 178 | 995 | 537 |
Consolidating adjustments | ||||
Segment Reporting, Reconciling Item for Operating Profit (Loss) from Segment to Consolidated [Line Items] | ||||
Total segment operating income | (3) | (16) | 5 | (33) |
Corporate, Non-Segment | ||||
Segment Reporting, Reconciling Item for Operating Profit (Loss) from Segment to Consolidated [Line Items] | ||||
Restructuring costs | $ (10) | $ (5) | $ (15) | $ (16) |
Restructuring Costs - Narrative
Restructuring Costs - Narrative (Details) $ in Millions | 3 Months Ended | 6 Months Ended | 12 Months Ended | 30 Months Ended | |||
Jun. 30, 2016USD ($) | Jun. 30, 2015USD ($) | Jun. 30, 2016USD ($)Position | Jun. 30, 2015USD ($) | Dec. 31, 2015USD ($) | Dec. 31, 2014USD ($) | Jun. 30, 2016USD ($) | |
Restructuring Cost and Reserve [Line Items] | |||||||
Restructuring costs | $ 41 | $ 38 | $ 66 | $ 69 | |||
Operational Improvement Program | |||||||
Restructuring Cost and Reserve [Line Items] | |||||||
Number of support roles moved from higher cost locations to lower cost locations (more than) | Position | 3,500 | ||||||
Restructuring and Related Cost, Ratio of Employees in Higher Cost to Lower Cost Centers | 4 | ||||||
Restructuring and Related Cost, Expected Ratio of Employees in Higher Cost to Lower Cost Centers | 1.5 | ||||||
Restructuring costs | 37 | $ 38 | $ 62 | $ 69 | $ 126 | $ 36 | $ 224 |
Expected cost | 440 | 440 | 440 | ||||
Business Restructure Program [Member] | |||||||
Restructuring Cost and Reserve [Line Items] | |||||||
Restructuring costs | 4 | 4 | |||||
Expected cost | $ 22 | $ 22 | $ 22 |
Restructuring Costs - Analysis
Restructuring Costs - Analysis of the Cost for Restructuring (Details) - USD ($) $ in Millions | 3 Months Ended | 6 Months Ended | 12 Months Ended | 30 Months Ended | |||
Jun. 30, 2016 | Jun. 30, 2015 | Jun. 30, 2016 | Jun. 30, 2015 | Dec. 31, 2015 | Dec. 31, 2014 | Jun. 30, 2016 | |
Restructuring Cost and Reserve [Line Items] | |||||||
Restructuring costs | $ 41 | $ 38 | $ 66 | $ 69 | |||
Termination benefits | |||||||
Restructuring Cost and Reserve [Line Items] | |||||||
Restructuring costs | 12 | 20 | 14 | 30 | |||
Professional services and other | |||||||
Restructuring Cost and Reserve [Line Items] | |||||||
Restructuring costs | 29 | 18 | 52 | 39 | |||
Operating Segments | Human Capital and Benefits [Member] | |||||||
Restructuring Cost and Reserve [Line Items] | |||||||
Restructuring costs | 2 | 0 | 2 | 0 | |||
Operating Segments | Human Capital and Benefits [Member] | Termination benefits | |||||||
Restructuring Cost and Reserve [Line Items] | |||||||
Restructuring costs | 2 | 0 | 2 | 0 | |||
Operating Segments | Human Capital and Benefits [Member] | Professional services and other | |||||||
Restructuring Cost and Reserve [Line Items] | |||||||
Restructuring costs | 0 | 0 | 0 | 0 | |||
Operating Segments | Corporate Risk and Broking [Member] | |||||||
Restructuring Cost and Reserve [Line Items] | |||||||
Restructuring costs | 26 | 32 | 45 | 46 | |||
Operating Segments | Corporate Risk and Broking [Member] | Termination benefits | |||||||
Restructuring Cost and Reserve [Line Items] | |||||||
Restructuring costs | 6 | 17 | 8 | 21 | |||
Operating Segments | Corporate Risk and Broking [Member] | Professional services and other | |||||||
Restructuring Cost and Reserve [Line Items] | |||||||
Restructuring costs | 20 | 15 | 37 | 25 | |||
Operating Segments | Investment, Risk and Reinsurance [Member] | |||||||
Restructuring Cost and Reserve [Line Items] | |||||||
Restructuring costs | 3 | 1 | 4 | 7 | |||
Operating Segments | Investment, Risk and Reinsurance [Member] | Termination benefits | |||||||
Restructuring Cost and Reserve [Line Items] | |||||||
Restructuring costs | 3 | 0 | 3 | 6 | |||
Operating Segments | Investment, Risk and Reinsurance [Member] | Professional services and other | |||||||
Restructuring Cost and Reserve [Line Items] | |||||||
Restructuring costs | 0 | 1 | 1 | 1 | |||
Operating Segments | Exchange Solutions [Member] | |||||||
Restructuring Cost and Reserve [Line Items] | |||||||
Restructuring costs | 0 | 0 | 0 | 0 | |||
Operating Segments | Exchange Solutions [Member] | Termination benefits | |||||||
Restructuring Cost and Reserve [Line Items] | |||||||
Restructuring costs | 0 | 0 | 0 | 0 | |||
Operating Segments | Exchange Solutions [Member] | Professional services and other | |||||||
Restructuring Cost and Reserve [Line Items] | |||||||
Restructuring costs | 0 | 0 | 0 | 0 | |||
Corporate | |||||||
Restructuring Cost and Reserve [Line Items] | |||||||
Restructuring costs | 10 | 5 | 15 | 16 | |||
Corporate | Termination benefits | |||||||
Restructuring Cost and Reserve [Line Items] | |||||||
Restructuring costs | 1 | 3 | 1 | 3 | |||
Corporate | Professional services and other | |||||||
Restructuring Cost and Reserve [Line Items] | |||||||
Restructuring costs | 9 | 2 | 14 | 13 | |||
Operational Improvement Program | |||||||
Restructuring Cost and Reserve [Line Items] | |||||||
Restructuring costs | $ 37 | $ 38 | 62 | $ 69 | $ 126 | $ 36 | $ 224 |
Operational Improvement Program | Termination benefits | |||||||
Restructuring Cost and Reserve [Line Items] | |||||||
Restructuring costs | 10 | 36 | 16 | 62 | |||
Operational Improvement Program | Professional services and other | |||||||
Restructuring Cost and Reserve [Line Items] | |||||||
Restructuring costs | 52 | 90 | 20 | 162 | |||
Operational Improvement Program | Operating Segments | Human Capital and Benefits [Member] | |||||||
Restructuring Cost and Reserve [Line Items] | |||||||
Restructuring costs | 4 | ||||||
Operational Improvement Program | Operating Segments | Human Capital and Benefits [Member] | Termination benefits | |||||||
Restructuring Cost and Reserve [Line Items] | |||||||
Restructuring costs | 1 | 2 | 0 | 3 | |||
Operational Improvement Program | Operating Segments | Human Capital and Benefits [Member] | Professional services and other | |||||||
Restructuring Cost and Reserve [Line Items] | |||||||
Restructuring costs | 0 | 1 | 0 | 1 | |||
Operational Improvement Program | Operating Segments | Corporate Risk and Broking [Member] | |||||||
Restructuring Cost and Reserve [Line Items] | |||||||
Restructuring costs | 144 | ||||||
Operational Improvement Program | Operating Segments | Corporate Risk and Broking [Member] | Termination benefits | |||||||
Restructuring Cost and Reserve [Line Items] | |||||||
Restructuring costs | 8 | 24 | 15 | 47 | |||
Operational Improvement Program | Operating Segments | Corporate Risk and Broking [Member] | Professional services and other | |||||||
Restructuring Cost and Reserve [Line Items] | |||||||
Restructuring costs | 37 | 57 | 3 | 97 | |||
Operational Improvement Program | Operating Segments | Investment, Risk and Reinsurance [Member] | |||||||
Restructuring Cost and Reserve [Line Items] | |||||||
Restructuring costs | 12 | ||||||
Operational Improvement Program | Operating Segments | Investment, Risk and Reinsurance [Member] | Termination benefits | |||||||
Restructuring Cost and Reserve [Line Items] | |||||||
Restructuring costs | 1 | 7 | 1 | 9 | |||
Operational Improvement Program | Operating Segments | Investment, Risk and Reinsurance [Member] | Professional services and other | |||||||
Restructuring Cost and Reserve [Line Items] | |||||||
Restructuring costs | 1 | 2 | 0 | 3 | |||
Operational Improvement Program | Operating Segments | Exchange Solutions [Member] | |||||||
Restructuring Cost and Reserve [Line Items] | |||||||
Restructuring costs | 0 | ||||||
Operational Improvement Program | Operating Segments | Exchange Solutions [Member] | Termination benefits | |||||||
Restructuring Cost and Reserve [Line Items] | |||||||
Restructuring costs | 0 | 0 | 0 | 0 | |||
Operational Improvement Program | Operating Segments | Exchange Solutions [Member] | Professional services and other | |||||||
Restructuring Cost and Reserve [Line Items] | |||||||
Restructuring costs | 0 | 0 | 0 | 0 | |||
Operational Improvement Program | Corporate | |||||||
Restructuring Cost and Reserve [Line Items] | |||||||
Restructuring costs | 64 | ||||||
Operational Improvement Program | Corporate | Termination benefits | |||||||
Restructuring Cost and Reserve [Line Items] | |||||||
Restructuring costs | 0 | 3 | 0 | 3 | |||
Operational Improvement Program | Corporate | Professional services and other | |||||||
Restructuring Cost and Reserve [Line Items] | |||||||
Restructuring costs | $ 14 | $ 30 | $ 17 | $ 61 |
Restructuring Costs - Restructu
Restructuring Costs - Restructuring Liability (Details) - USD ($) $ in Millions | 3 Months Ended | 6 Months Ended | 12 Months Ended | 30 Months Ended | |||
Jun. 30, 2016 | Jun. 30, 2015 | Jun. 30, 2016 | Jun. 30, 2015 | Dec. 31, 2015 | Dec. 31, 2014 | Jun. 30, 2016 | |
Restructuring Reserve [Roll Forward] | |||||||
Charges incurred | $ 41 | $ 38 | $ 66 | $ 69 | |||
Operational Improvement Program | |||||||
Restructuring Reserve [Roll Forward] | |||||||
Restructuring liability, beginning balance | 26 | 11 | $ 11 | $ 0 | $ 0 | ||
Charges incurred | 37 | 38 | 62 | 69 | 126 | 36 | 224 |
Cash payments | (69) | (111) | (25) | ||||
Restructuring liability, ending balance | 19 | 19 | 26 | 11 | 19 | ||
Termination benefits | |||||||
Restructuring Reserve [Roll Forward] | |||||||
Charges incurred | 12 | 20 | 14 | 30 | |||
Termination benefits | Operational Improvement Program | |||||||
Restructuring Reserve [Roll Forward] | |||||||
Restructuring liability, beginning balance | 15 | 5 | 5 | 0 | 0 | ||
Charges incurred | 10 | 36 | 16 | 62 | |||
Cash payments | (16) | (26) | (11) | ||||
Restructuring liability, ending balance | 9 | 9 | 15 | 5 | 9 | ||
Professional services and other | |||||||
Restructuring Reserve [Roll Forward] | |||||||
Charges incurred | 29 | $ 18 | 52 | 39 | |||
Professional services and other | Operational Improvement Program | |||||||
Restructuring Reserve [Roll Forward] | |||||||
Restructuring liability, beginning balance | 11 | $ 6 | 6 | 0 | 0 | ||
Charges incurred | 52 | 90 | 20 | 162 | |||
Cash payments | (53) | (85) | (14) | ||||
Restructuring liability, ending balance | $ 10 | $ 10 | $ 11 | $ 6 | $ 10 |
Income Taxes (Details)
Income Taxes (Details) - USD ($) $ in Millions | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2016 | Jun. 30, 2015 | Jun. 30, 2016 | Jun. 30, 2015 | |
Operating Loss Carryforwards [Line Items] | ||||
Provision for income taxes | $ 19 | $ 19 | $ 37 | $ 75 |
Effective tax rate | 20.60% | 20.40% | 10.40% | 21.60% |
Liability for uncertain tax position | $ 56 | $ 56 | ||
Minimum | ||||
Operating Loss Carryforwards [Line Items] | ||||
Expected decrease in liability for uncertain tax position | 3 | 3 | ||
Maximum | ||||
Operating Loss Carryforwards [Line Items] | ||||
Expected decrease in liability for uncertain tax position | $ 8 | $ 8 |
Goodwill and Intangible Asset56
Goodwill and Intangible Assets - Narrative (Details) $ in Millions | 3 Months Ended | 6 Months Ended | |||
Jun. 30, 2016USD ($)segment | Jun. 30, 2015USD ($) | Jun. 30, 2016USD ($) | Jun. 30, 2015USD ($) | Dec. 31, 2015USD ($) | |
Finite-Lived Intangible Assets [Line Items] | |||||
Number of operating segments | segment | 4 | ||||
Amortization | $ 125 | $ 16 | $ 286 | $ 30 | |
Acquired unfavorable lease liabilities | 33 | $ 33 | $ 23 | ||
Weighted average remaining life of amortizable intangible assets | 14 years 5 months | ||||
In Process Research and Development | |||||
Finite-Lived Intangible Assets [Line Items] | |||||
Intangible asset | $ 64 | $ 64 |
Goodwill and Intangible Asset57
Goodwill and Intangible Assets - Components of Goodwill (Details) - USD ($) $ in Millions | 6 Months Ended | |
Jun. 30, 2016 | Dec. 31, 2015 | |
Goodwill [Roll Forward] | ||
Goodwill, gross, beginning balance | $ 11,019 | $ 4,229 |
Accumulated impairment losses, beginning balance | (492) | |
Goodwill, net, beginning balance | 3,737 | |
Purchase price allocation adjustments | (1) | |
Goodwill acquired during the period | 6,806 | |
Goodwill disposed of during the period | (5) | |
Foreign exchange | (10) | |
Goodwill, gross, ending balance | 11,019 | |
Accumulated impairment losses, ending balance | (492) | |
Goodwill, net, ending balance | 10,527 | |
Operating Segments | Human Capital and Benefits [Member] | ||
Goodwill [Roll Forward] | ||
Goodwill, gross, beginning balance | 4,504 | 991 |
Accumulated impairment losses, beginning balance | (130) | |
Goodwill, net, beginning balance | 861 | |
Purchase price allocation adjustments | 4 | |
Goodwill acquired during the period | 3,501 | |
Goodwill disposed of during the period | 0 | |
Foreign exchange | 8 | |
Goodwill, gross, ending balance | 4,504 | |
Accumulated impairment losses, ending balance | (130) | |
Goodwill, net, ending balance | 4,374 | |
Operating Segments | Corporate Risk and Broking [Member] | ||
Goodwill [Roll Forward] | ||
Goodwill, gross, beginning balance | 2,203 | 2,207 |
Accumulated impairment losses, beginning balance | (362) | |
Goodwill, net, beginning balance | 1,845 | |
Purchase price allocation adjustments | 1 | |
Goodwill acquired during the period | 0 | |
Goodwill disposed of during the period | (5) | |
Foreign exchange | 0 | |
Goodwill, gross, ending balance | 2,203 | |
Accumulated impairment losses, ending balance | (362) | |
Goodwill, net, ending balance | 1,841 | |
Operating Segments | Investment, Risk and Reinsurance [Member] | ||
Goodwill [Roll Forward] | ||
Goodwill, gross, beginning balance | 1,790 | 1,031 |
Accumulated impairment losses, beginning balance | 0 | |
Goodwill, net, beginning balance | 1,031 | |
Purchase price allocation adjustments | (6) | |
Goodwill acquired during the period | 783 | |
Goodwill disposed of during the period | 0 | |
Foreign exchange | (18) | |
Goodwill, gross, ending balance | 1,790 | |
Accumulated impairment losses, ending balance | 0 | |
Goodwill, net, ending balance | 1,790 | |
Operating Segments | Exchange Solutions [Member] | ||
Goodwill [Roll Forward] | ||
Goodwill, gross, beginning balance | 2,522 | $ 0 |
Accumulated impairment losses, beginning balance | 0 | |
Goodwill, net, beginning balance | 0 | |
Purchase price allocation adjustments | 0 | |
Goodwill acquired during the period | 2,522 | |
Goodwill disposed of during the period | 0 | |
Foreign exchange | 0 | |
Goodwill, gross, ending balance | 2,522 | |
Accumulated impairment losses, ending balance | 0 | |
Goodwill, net, ending balance | $ 2,522 |
Goodwill and Intangible Asset58
Goodwill and Intangible Assets - Finite-Lived Intangible Assets and Liabilities (Details) - USD ($) $ in Millions | 3 Months Ended | 6 Months Ended | |||
Jun. 30, 2016 | Jun. 30, 2015 | Jun. 30, 2016 | Jun. 30, 2015 | Dec. 31, 2015 | |
Finite-lived Intangible Assets [Roll Forward] | |||||
Balance as of December 31, 2015 | $ 1,115 | ||||
Intangible assets acquired | 3,865 | ||||
Intangible assets disposed | (5) | ||||
Amortization | $ (125) | $ (16) | (286) | $ (30) | |
Amortization of intangible assets, excluding above market leases | 287 | ||||
Foreign Exchange | (39) | ||||
Balance as of June 30, 2016 | 4,649 | 4,649 | |||
Finite-lived intangible assets, gross carrying amount | 5,302 | 5,302 | $ 1,499 | ||
Finite-lived intangible assets, accumulated amortization | (653) | (653) | (384) | ||
Finite-lived intangible liabilities, gross carrying amount | 34 | 34 | 23 | ||
Finite-lived intangible liabilities, accumulated amortization | (1) | (1) | 0 | ||
Client relationships | |||||
Finite-lived Intangible Assets [Roll Forward] | |||||
Balance as of December 31, 2015 | 920 | ||||
Intangible assets acquired | 2,153 | ||||
Intangible assets disposed | (5) | ||||
Amortization | (189) | ||||
Foreign Exchange | (23) | ||||
Balance as of June 30, 2016 | 2,856 | 2,856 | |||
Finite-lived intangible assets, gross carrying amount | 3,403 | 3,403 | 1,293 | ||
Finite-lived intangible assets, accumulated amortization | (547) | (547) | (373) | ||
Management contracts | |||||
Finite-lived Intangible Assets [Roll Forward] | |||||
Balance as of December 31, 2015 | 62 | ||||
Intangible assets acquired | 0 | ||||
Intangible assets disposed | 0 | ||||
Amortization | (2) | ||||
Foreign Exchange | 0 | ||||
Balance as of June 30, 2016 | 60 | 60 | |||
Finite-lived intangible assets, gross carrying amount | 66 | 66 | 67 | ||
Finite-lived intangible assets, accumulated amortization | (6) | (6) | (5) | ||
Software | |||||
Finite-lived Intangible Assets [Roll Forward] | |||||
Balance as of December 31, 2015 | 77 | ||||
Intangible assets acquired | 655 | ||||
Intangible assets disposed | 0 | ||||
Amortization | (72) | ||||
Foreign Exchange | (10) | ||||
Balance as of June 30, 2016 | 650 | 650 | |||
Finite-lived intangible assets, gross carrying amount | 721 | 721 | 77 | ||
Finite-lived intangible assets, accumulated amortization | (71) | (71) | 0 | ||
Trademark and trade name | |||||
Finite-lived Intangible Assets [Roll Forward] | |||||
Balance as of December 31, 2015 | 50 | ||||
Intangible assets acquired | 1,004 | ||||
Intangible assets disposed | 0 | ||||
Amortization | (22) | ||||
Foreign Exchange | (1) | ||||
Balance as of June 30, 2016 | 1,031 | 1,031 | |||
Finite-lived intangible assets, gross carrying amount | 1,055 | 1,055 | 52 | ||
Finite-lived intangible assets, accumulated amortization | (24) | (24) | (2) | ||
Product | |||||
Finite-lived Intangible Assets [Roll Forward] | |||||
Balance as of December 31, 2015 | 0 | ||||
Intangible assets acquired | 42 | ||||
Intangible assets disposed | 0 | ||||
Amortization | (1) | ||||
Foreign Exchange | (5) | ||||
Balance as of June 30, 2016 | 36 | 36 | |||
Finite-lived intangible assets, gross carrying amount | 37 | 37 | 0 | ||
Finite-lived intangible assets, accumulated amortization | (1) | (1) | 0 | ||
Favorable agreements | |||||
Finite-lived Intangible Assets [Roll Forward] | |||||
Balance as of December 31, 2015 | 2 | ||||
Intangible assets acquired | 11 | ||||
Intangible assets disposed | 0 | ||||
Amortization of above and below Market Leases | 1 | ||||
Foreign Exchange | 0 | ||||
Balance as of June 30, 2016 | 12 | 12 | |||
Finite-lived intangible assets, gross carrying amount | 13 | 13 | 2 | ||
Finite-lived intangible assets, accumulated amortization | (1) | (1) | 0 | ||
Other | |||||
Finite-lived Intangible Assets [Roll Forward] | |||||
Balance as of December 31, 2015 | 4 | ||||
Intangible assets acquired | 0 | ||||
Intangible assets disposed | 0 | ||||
Amortization | 0 | ||||
Foreign Exchange | 0 | ||||
Balance as of June 30, 2016 | 4 | 4 | |||
Finite-lived intangible assets, gross carrying amount | 7 | 7 | 8 | ||
Finite-lived intangible assets, accumulated amortization | $ (3) | $ (3) | $ (4) |
Goodwill and Intangible Asset59
Goodwill and Intangible Assets - Schedule of Future Amortization Expense and Rent Offset (Details) $ in Millions | Jun. 30, 2016USD ($) |
Finite-Lived Intangible Assets, Amortization Expense, Maturity Schedule [Abstract] | |
2,016 | $ 297 |
2,017 | 565 |
2,018 | 517 |
2,019 | 460 |
2,020 | 409 |
Thereafter | 2,389 |
Total | 4,637 |
Rent offset | |
2,016 | (2) |
2,017 | (4) |
2,018 | (2) |
2,019 | (2) |
2,020 | (2) |
Thereafter | (9) |
Total | $ (21) |
Derivative Financial Instrume60
Derivative Financial Instruments - Narrative (Details) - USD ($) | 3 Months Ended | 6 Months Ended | |||
Jun. 30, 2016 | Jun. 30, 2015 | Jun. 30, 2016 | Jun. 30, 2015 | Dec. 31, 2015 | |
Derivative [Line Items] | |||||
Derivative, loss on derivative within the next twelve months | $ 51,000,000 | ||||
Designated as Hedging Instrument | Interest rate swaps | |||||
Derivative [Line Items] | |||||
Derivative, notional amount | $ 300,000,000 | ||||
Not Designated as Hedging Instrument | |||||
Derivative [Line Items] | |||||
Gain (loss) in earnings for derivatives not designated as hedging instruments | $ 0 | $ (1,000,000) | (10,000,000) | $ (1,000,000) | |
Not Designated as Hedging Instrument | Forward exchange contracts | |||||
Derivative [Line Items] | |||||
Derivative, notional amount | 677,000,000 | 677,000,000 | 574,000,000 | ||
Derivative liability, fair value | 10,000,000 | 10,000,000 | 3,000,000 | ||
Cash Flow Hedges | Designated as Hedging Instrument | Interest rate swaps | |||||
Derivative [Line Items] | |||||
Derivative, notional amount | 300,000,000 | 300,000,000 | |||
Derivative asset, fair value | 3,000,000 | 3,000,000 | 0 | ||
Cash Flow Hedges | Designated as Hedging Instrument | Forward exchange contracts | |||||
Derivative [Line Items] | |||||
Derivative Instruments, Gain Recognized in Other Comprehensive Income (Loss), Effective Portion | (46,000,000) | 38,000,000 | (74,000,000) | 25,000,000 | |
Derivative, notional amount | 1,100,000,000 | 1,100,000,000 | 1,200,000,000 | ||
Derivative liability, fair value | 105,000,000 | 105,000,000 | $ 28,000,000 | ||
Foreign Currency Cash Flow Hedge Gain (Loss) Reclassified to Earnings, Net | (8,000,000) | (1,000,000) | (12,000,000) | 0 | |
Derivative Instruments, Loss Recognized in Income, Ineffective Portion and Amount Excluded from Effectiveness Testing | $ 0 | $ 0 | $ 0 | $ 0 | |
Maximum | |||||
Derivative [Line Items] | |||||
Longest outstanding maturity | 2 years 9 months |
Debt - Schedule of Short-term D
Debt - Schedule of Short-term Debt and Current Maturities of Long-Term Debt (Details) - USD ($) $ in Millions | Jan. 04, 2016 | Nov. 20, 2015 | Jun. 30, 2016 | Dec. 31, 2015 |
Short-term Debt [Line Items] | ||||
Short-term debt and current portion of the long-term debt | $ 528 | $ 988 | ||
Senior Notes | 4.125% senior notes due 2016 | ||||
Short-term Debt [Line Items] | ||||
Stated interest rate (as a percent) | 4.125% | |||
Senior Notes | 6.200% senior notes due 2017 | ||||
Short-term Debt [Line Items] | ||||
Stated interest rate (as a percent) | 6.20% | |||
Bank Overdrafts | ||||
Short-term Debt [Line Items] | ||||
Short-term debt and current portion of the long-term debt | $ 27 | 79 | ||
Term Loan | 7-year term loan facility expires 2018 | ||||
Short-term Debt [Line Items] | ||||
Short-term debt and current portion of the long-term debt | $ 22 | 22 | ||
Term loan period | 7 years | |||
Term Loan | Term loan expires 2019 | ||||
Short-term Debt [Line Items] | ||||
Short-term debt and current portion of the long-term debt | $ 85 | 0 | ||
Term loan period | 4 years | |||
Senior Notes | 4.125% senior notes due 2016 | ||||
Short-term Debt [Line Items] | ||||
Short-term debt and current portion of the long-term debt | 0 | 300 | ||
Senior Notes | 6.200% senior notes due 2017 | ||||
Short-term Debt [Line Items] | ||||
Short-term debt and current portion of the long-term debt | $ 394 | 0 | ||
Stated interest rate (as a percent) | 6.20% | |||
Line of Credit | Term Loan | 1-year term loan facility matures 2016 | ||||
Short-term Debt [Line Items] | ||||
Short-term debt and current portion of the long-term debt | $ 0 | $ 587 | ||
Term loan period | 1 year | 1 year |
Debt - Schedule of Long-term De
Debt - Schedule of Long-term Debt (Details) - USD ($) | Jan. 04, 2016 | Jun. 30, 2016 | May 26, 2016 | Mar. 22, 2016 | Dec. 31, 2015 |
Debt Instrument [Line Items] | |||||
Long-term debt, excluding current maturities | $ 3,281,000,000 | $ 2,278,000,000 | |||
Term Loan | 7-year term loan facility expires 2018 | |||||
Debt Instrument [Line Items] | |||||
Long-term debt, excluding current maturities | $ 207,000,000 | 218,000,000 | |||
Term loan period | 7 years | ||||
Term Loan | Term loan expires 2019 | |||||
Debt Instrument [Line Items] | |||||
Long-term debt, excluding current maturities | $ 211,000,000 | 0 | |||
Term loan period | 4 years | ||||
Line of Credit | Revolving Credit Facility | Revolving $800 million credit facility | |||||
Debt Instrument [Line Items] | |||||
Long-term debt, excluding current maturities | 81,000,000 | 467,000,000 | |||
Maximum borrowing capacity | 800,000,000 | ||||
Senior Notes | 6.200% senior notes due 2017 | |||||
Debt Instrument [Line Items] | |||||
Long-term debt, excluding current maturities | $ 0 | 394,000,000 | |||
Stated interest rate (as a percent) | 6.20% | ||||
Senior Notes | 7.000% senior notes due 2019 | |||||
Debt Instrument [Line Items] | |||||
Long-term debt, excluding current maturities | $ 186,000,000 | 186,000,000 | |||
Stated interest rate (as a percent) | 7.00% | ||||
Senior Notes | 5.750% senior notes due 2021 | |||||
Debt Instrument [Line Items] | |||||
Long-term debt, excluding current maturities | $ 495,000,000 | 495,000,000 | |||
Stated interest rate (as a percent) | 5.75% | ||||
Senior Notes | 3.500% senior notes due 2021 | |||||
Debt Instrument [Line Items] | |||||
Long-term debt, excluding current maturities | $ 446,000,000 | 0 | |||
Stated interest rate (as a percent) | 3.50% | 2.125% | 3.50% | ||
Senior Notes | 4.625% senior notes due 2023 | |||||
Debt Instrument [Line Items] | |||||
Long-term debt, excluding current maturities | $ 247,000,000 | 247,000,000 | |||
Stated interest rate (as a percent) | 4.625% | ||||
Senior Notes | 4.400% senior notes due 2026 | |||||
Debt Instrument [Line Items] | |||||
Long-term debt, excluding current maturities | $ 543,000,000 | 0 | |||
Stated interest rate (as a percent) | 4.40% | 4.40% | |||
Senior Notes | 6.125% senior notes due 2043 | |||||
Debt Instrument [Line Items] | |||||
Long-term debt, excluding current maturities | $ 271,000,000 | 271,000,000 | |||
Stated interest rate (as a percent) | 6.125% | ||||
Senior Notes | Senior Notes Due 2022, .02125 [Member] | |||||
Debt Instrument [Line Items] | |||||
Long-term debt, excluding current maturities | $ 594,000,000 | $ 0 |
Debt - Narrative (Details)
Debt - Narrative (Details) | May 26, 2016USD ($) | Mar. 22, 2016USD ($) | Jan. 04, 2016USD ($) | Dec. 28, 2015USD ($) | Dec. 19, 2015EUR (€) | Dec. 19, 2015USD ($) | Nov. 20, 2015EUR (€)tranche | Jun. 30, 2016USD ($) | May 26, 2016EUR (€) | May 26, 2016USD ($) | Dec. 31, 2015USD ($) |
Senior Notes | 4.125% Senior Notes Due 2016 | |||||||||||
Debt Instrument [Line Items] | |||||||||||
Stated interest rate (as a percent) | 4.125% | ||||||||||
Line of Credit | Term Loan | 1-year Term Loan Facility Matures 2016 | |||||||||||
Debt Instrument [Line Items] | |||||||||||
Term loan period | 1 year | 1 year | |||||||||
Number of tranches | tranche | 2 | ||||||||||
Short-term borrowings outstanding | $ 592,000,000 | ||||||||||
Debt issuance fees | 5,000,000 | ||||||||||
Line of Credit | Term Loan | 1-year Term Loan Facility Matures 2016, Tranche one | |||||||||||
Debt Instrument [Line Items] | |||||||||||
Maximum borrowing capacity | € | € 550,000,000 | ||||||||||
Amounts drawn on line of credit | € 544,000,000 | $ 592,000,000 | |||||||||
Line of Credit | Term Loan | 1-year Term Loan Facility Matures 2016, Tranche two | |||||||||||
Debt Instrument [Line Items] | |||||||||||
Repayment of debt | $ 400,000,000 | ||||||||||
Amounts drawn on line of credit | $ 400,000,000 | ||||||||||
Line of Credit | Revolving Credit Facility | Revolving $800 million Credit Facility | |||||||||||
Debt Instrument [Line Items] | |||||||||||
Repayment of debt | 300,000,000 | ||||||||||
Maximum borrowing capacity | $ 800,000,000 | ||||||||||
Long-term borrowings outstanding | $ 81,000,000 | 467,000,000 | |||||||||
Line of Credit | Revolving Credit Facility | Revolving $800 million Credit Facility | LIBOR | Minimum | |||||||||||
Debt Instrument [Line Items] | |||||||||||
Interest rate spread (as a percent) | 1.25% | ||||||||||
Line of Credit | Revolving Credit Facility | Revolving $800 million Credit Facility | LIBOR | Maximum | |||||||||||
Debt Instrument [Line Items] | |||||||||||
Interest rate spread (as a percent) | 2.00% | ||||||||||
Line of Credit | Revolving Credit Facility | Revolving $800 million Credit Facility | Bank Base Rate | Minimum | |||||||||||
Debt Instrument [Line Items] | |||||||||||
Interest rate spread (as a percent) | 0.25% | ||||||||||
Line of Credit | Revolving Credit Facility | Revolving $800 million Credit Facility | Bank Base Rate | Maximum | |||||||||||
Debt Instrument [Line Items] | |||||||||||
Interest rate spread (as a percent) | 1.00% | ||||||||||
Line of Credit | Revolving Credit Facility | WSI Revolving Credit Facility | |||||||||||
Debt Instrument [Line Items] | |||||||||||
Long-term borrowings outstanding | $ 0 | $ 0 | |||||||||
Line of Credit | Revolving Credit Facility | WSI Revolving Credit Facility | LIBOR | Minimum | |||||||||||
Debt Instrument [Line Items] | |||||||||||
Interest rate spread (as a percent) | 1.25% | ||||||||||
Line of Credit | Revolving Credit Facility | WSI Revolving Credit Facility | LIBOR | Maximum | |||||||||||
Debt Instrument [Line Items] | |||||||||||
Interest rate spread (as a percent) | 2.00% | ||||||||||
Line of Credit | Revolving Credit Facility | WSI Revolving Credit Facility | Bank Base Rate | Minimum | |||||||||||
Debt Instrument [Line Items] | |||||||||||
Interest rate spread (as a percent) | 0.25% | ||||||||||
Line of Credit | Revolving Credit Facility | WSI Revolving Credit Facility | Bank Base Rate | Maximum | |||||||||||
Debt Instrument [Line Items] | |||||||||||
Interest rate spread (as a percent) | 1.00% | ||||||||||
Term Loan | 7-year term loan facility expires 2018 | |||||||||||
Debt Instrument [Line Items] | |||||||||||
Term loan period | 7 years | ||||||||||
Quarterly payment | $ 6,000,000 | ||||||||||
Final payment of debt | 186,000,000 | ||||||||||
Term Loan | Term loan expires 2019 | |||||||||||
Debt Instrument [Line Items] | |||||||||||
Face amount of note | $ 340,000,000 | ||||||||||
Proceeds from long-term debt issuance | $ 340,000,000 | ||||||||||
Term loan period | 4 years | ||||||||||
Quarterly payment | 21,000,000 | ||||||||||
Debt issuance fees | $ 1,000,000 | ||||||||||
Weighted average interest rate (as a percent) | 1.81% | ||||||||||
Long-term debt, gross | $ 297,000,000 | ||||||||||
Term Loan | Term loan expires 2019 | LIBOR | Minimum | |||||||||||
Debt Instrument [Line Items] | |||||||||||
Interest rate spread (as a percent) | 1.25% | ||||||||||
Term Loan | Term loan expires 2019 | LIBOR | Maximum | |||||||||||
Debt Instrument [Line Items] | |||||||||||
Interest rate spread (as a percent) | 1.75% | ||||||||||
Term Loan | Term loan expires 2019 | Bank Base Rate | Minimum | |||||||||||
Debt Instrument [Line Items] | |||||||||||
Interest rate spread (as a percent) | 0.25% | ||||||||||
Term Loan | Term loan expires 2019 | Bank Base Rate | Maximum | |||||||||||
Debt Instrument [Line Items] | |||||||||||
Interest rate spread (as a percent) | 0.75% | ||||||||||
Senior Notes | Senior Notes Due 2022, .02125 [Member] | |||||||||||
Debt Instrument [Line Items] | |||||||||||
Face amount of note | € 540,000,000 | $ 609,000,000 | |||||||||
Effective interest rate (as a percent) | 2.154% | ||||||||||
Proceeds from long-term debt issuance | $ 600,000,000 | ||||||||||
Senior Notes | Senior Notes Due 2021 and 2026 | |||||||||||
Debt Instrument [Line Items] | |||||||||||
Proceeds from long-term debt issuance | $ 535,000,000 | 988,000,000 | |||||||||
Senior Notes | 3.500% senior notes due 2021 | |||||||||||
Debt Instrument [Line Items] | |||||||||||
Face amount of note | $ 450,000,000 | ||||||||||
Stated interest rate (as a percent) | 3.50% | 3.50% | 2.125% | 2.125% | |||||||
Effective interest rate (as a percent) | 3.707% | ||||||||||
Senior Notes | 4.400% senior notes due 2026 | |||||||||||
Debt Instrument [Line Items] | |||||||||||
Face amount of note | $ 550,000,000 | ||||||||||
Stated interest rate (as a percent) | 4.40% | 4.40% | |||||||||
Effective interest rate (as a percent) | 4.572% | ||||||||||
BBB | Baa3 | Line of Credit | Revolving Credit Facility | Revolving $800 million Credit Facility | LIBOR | |||||||||||
Debt Instrument [Line Items] | |||||||||||
Interest rate spread (as a percent) | 1.375% | ||||||||||
BBB | Baa3 | Line of Credit | Revolving Credit Facility | WSI Revolving Credit Facility | LIBOR | |||||||||||
Debt Instrument [Line Items] | |||||||||||
Interest rate spread (as a percent) | 1.50% |
Fair Value Measurements - Narra
Fair Value Measurements - Narrative (Details) | 6 Months Ended |
Jun. 30, 2016USD ($) | |
7-year term loan facility expires 2018 | Term Loan | |
Debt Instrument [Line Items] | |
Term loan period | 7 years |
Revolving $800 million credit facility | Line of Credit | Revolving Credit Facility | |
Debt Instrument [Line Items] | |
Line of credit, maximum borrowing capacity | $ 800,000,000 |
Level 2 | 7-year term loan facility expires 2018 | Term Loan | |
Debt Instrument [Line Items] | |
Term loan period | 7 years |
Level 2 | Revolving $800 million credit facility | Line of Credit | Revolving Credit Facility | |
Debt Instrument [Line Items] | |
Line of credit, maximum borrowing capacity | $ 800,000,000 |
Fair Value Measurements - Sched
Fair Value Measurements - Schedule of Assets and Liabilities Measured at Fair Value on Recurring Basis (Details) - Recurring - USD ($) $ in Millions | Jun. 30, 2016 | Dec. 31, 2015 |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Mutual funds / exchange traded funds | $ 37 | |
Derivative financial instruments, assets | 34 | $ 26 |
Derivative financial instruments, liabilities | 146 | 57 |
Level 1 | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Mutual funds / exchange traded funds | 37 | |
Derivative financial instruments, assets | 0 | 0 |
Derivative financial instruments, liabilities | 0 | 0 |
Level 2 | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Mutual funds / exchange traded funds | 0 | |
Derivative financial instruments, assets | 34 | 26 |
Derivative financial instruments, liabilities | 146 | 57 |
Level 3 | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Mutual funds / exchange traded funds | 0 | |
Derivative financial instruments, assets | 0 | 0 |
Derivative financial instruments, liabilities | $ 0 | $ 0 |
Fair Value Measurements - Sch66
Fair Value Measurements - Schedule of Liabilities Whose Carrying Values Differ From the Fair Value and are Not Measured on a Recurring Basis (Details) - Nonrecurring - USD ($) $ in Millions | Jun. 30, 2016 | Dec. 31, 2015 |
Carrying Value | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Current portion of long term debt | $ 528 | $ 988 |
Long-term debt | 3,281 | 2,278 |
Fair Value | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Current portion of long term debt | 542 | 998 |
Long-term debt | $ 2,904 | $ 2,394 |
Retirement Benefits - Narrative
Retirement Benefits - Narrative (Details) - USD ($) $ in Millions | Jan. 04, 2016 | Jun. 30, 2016 | Jun. 30, 2015 | Jun. 30, 2016 | Jun. 30, 2015 |
Defined Benefit Plan Disclosure [Line Items] | |||||
Portion of pension and OPEB obligation attributed to disclosed plans (as a percent) | 99.00% | ||||
Defined contribution plan, employer contribution | $ 40 | $ 19 | $ 81 | $ 38 | |
Towers Watson & Co. [Member] | |||||
Defined Benefit Plan Disclosure [Line Items] | |||||
Plan assets acquired | $ 3,700 | ||||
Benefit obligation acquired | 4,600 | ||||
Pension assets | 67 | ||||
Liability for pension benefits | $ (914) | ||||
U.S. Defined Contribution Plan | U.S. | |||||
Defined Benefit Plan Disclosure [Line Items] | |||||
Defined contribution plan, employer matching contribution, percent of match, tier one | 2.00% | ||||
Defined contribution plan, employer matching contribution, percent of employee contribution, tier one | 100.00% | ||||
Defined contribution plan, employer matching contribution, percent of match, tier two | 4.00% | ||||
Defined contribution plan, employer matching contribution, percent of employee contribution, tier two | 50.00% | ||||
Defined contribution plan, employer match, requisite service period | 2 years | ||||
U.S. Pension Plan | |||||
Defined Benefit Plan Disclosure [Line Items] | |||||
Funding of defined benefit pension plans | $ 0 | ||||
Foreign Pension Plan | U.K. | |||||
Defined Benefit Plan Disclosure [Line Items] | |||||
Funding of defined benefit pension plans | 61 | ||||
Defined benefit plan, estimated future employer contributions, remainder of fiscal year | 42 | ||||
Foreign Pension Plan | Other | |||||
Defined Benefit Plan Disclosure [Line Items] | |||||
Funding of defined benefit pension plans | 13 | ||||
Defined benefit plan, estimated future employer contributions, remainder of fiscal year | $ 12 |
Retirement Benefits - Net Perio
Retirement Benefits - Net Periodic Benefit Cost (Details) - USD ($) $ in Millions | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2016 | Jun. 30, 2015 | Jun. 30, 2016 | Jun. 30, 2015 | |
Pension Plan | U.S. | ||||
Defined Benefit Plan Disclosure [Line Items] | ||||
Service cost | $ 15 | $ 0 | $ 30 | $ 0 |
Interest cost | 34 | 10 | 68 | 20 |
Expected return on plan assets | (60) | (15) | (119) | (29) |
Settlement | 0 | 0 | 0 | 0 |
Amortization of net loss/(gain) | 3 | 3 | 6 | 6 |
Amortization of prior service (credit)/cost | 0 | 0 | 0 | 0 |
Net periodic benefit (income)/cost | (8) | (2) | (15) | (3) |
Pension Plan | U.K. | ||||
Defined Benefit Plan Disclosure [Line Items] | ||||
Service cost | 6 | 8 | 13 | 18 |
Interest cost | 28 | 26 | 57 | 52 |
Expected return on plan assets | (64) | (55) | (127) | (112) |
Settlement | 0 | 0 | 0 | 0 |
Amortization of net loss/(gain) | 11 | (6) | 22 | (8) |
Amortization of prior service (credit)/cost | (5) | 9 | (10) | 18 |
Net periodic benefit (income)/cost | (24) | (18) | (45) | (32) |
Pension Plan | Other | ||||
Defined Benefit Plan Disclosure [Line Items] | ||||
Service cost | 5 | 0 | 9 | 1 |
Interest cost | 7 | 1 | 13 | 3 |
Expected return on plan assets | (9) | (1) | (17) | (2) |
Settlement | 0 | 0 | 2 | 0 |
Amortization of net loss/(gain) | 0 | 0 | 0 | 0 |
Amortization of prior service (credit)/cost | 0 | 0 | 0 | 0 |
Net periodic benefit (income)/cost | 3 | 0 | 7 | 2 |
Postretirement Welfare Plan | ||||
Defined Benefit Plan Disclosure [Line Items] | ||||
Service cost | 0 | 0 | 0 | 0 |
Interest cost | 1 | 0 | 2 | 0 |
Expected return on plan assets | 0 | 0 | 0 | 0 |
Settlement | 0 | 0 | 0 | 0 |
Amortization of net loss/(gain) | 0 | 0 | 0 | 0 |
Amortization of prior service (credit)/cost | 0 | 0 | 0 | 0 |
Net periodic benefit (income)/cost | $ 1 | $ 0 | $ 2 | $ 0 |
Commitments and Contingencies (
Commitments and Contingencies (Details) £ in Millions | Jun. 08, 2016USD ($) | Apr. 27, 2016USD ($) | Mar. 31, 2016USD ($) | Jan. 04, 2016USD ($) | Oct. 01, 2015USD ($)shares | Jul. 21, 2015 | Jul. 15, 2015 | Aug. 01, 2014USD ($) | Oct. 01, 2013USD ($) | Jun. 20, 2013lawsuit | Jun. 11, 2013lawsuit | Jun. 03, 2013lawsuit | Feb. 14, 2013USD ($)lawsuitplaintiff | Feb. 08, 2013USD ($)plaintiff | Mar. 11, 2011USD ($)plaintiff | Sep. 16, 2010USD ($)plaintiff | Sep. 14, 2009USD ($)plaintiff | Aug. 06, 2009USD ($) | Jul. 02, 2009USD ($) | Mar. 23, 2016complaintshareholdershares | Dec. 10, 2015plaintiff | Jun. 30, 2016USD ($) | Dec. 31, 2015USD ($) | Jun. 30, 2015USD ($) | Jun. 30, 2016USD ($)complaintlawsuit | Jun. 30, 2015USD ($) | Dec. 31, 2015USD ($) | Oct. 31, 2012USD ($) | Oct. 31, 2012GBP (£) | May 09, 2016complaint | Mar. 25, 2014action | Aug. 31, 2008USD ($) |
Loss Contingencies [Line Items] | ||||||||||||||||||||||||||||||||
Provision for litigation losses | $ 0 | $ 0 | $ 50,000,000 | $ 0 | ||||||||||||||||||||||||||||
Stanford Financial Group | ||||||||||||||||||||||||||||||||
Loss Contingencies [Line Items] | ||||||||||||||||||||||||||||||||
Number of complaints filed | lawsuit | 13 | |||||||||||||||||||||||||||||||
de Gadala-Maria, et al. v. Willis Group Holdings Public Limited Company, et al. | ||||||||||||||||||||||||||||||||
Loss Contingencies [Line Items] | ||||||||||||||||||||||||||||||||
Period to replead dismissed claim | 21 days | |||||||||||||||||||||||||||||||
Towers Watson & Co. [Member] | ||||||||||||||||||||||||||||||||
Loss Contingencies [Line Items] | ||||||||||||||||||||||||||||||||
Operating lease obligations acquired | $ 459,000,000 | |||||||||||||||||||||||||||||||
Total consideration | $ 8,723,000,000 | |||||||||||||||||||||||||||||||
Towers Watson & Co. [Member] | Longitude Holdings Limited | ||||||||||||||||||||||||||||||||
Loss Contingencies [Line Items] | ||||||||||||||||||||||||||||||||
Total consideration | $ 40,000,000 | |||||||||||||||||||||||||||||||
Capital contributions | $ 5,000,000 | |||||||||||||||||||||||||||||||
Shares purchased in investee | shares | 48,322 | |||||||||||||||||||||||||||||||
Ownership percentage in investee | 24.20% | |||||||||||||||||||||||||||||||
Pending Litigation | Towers Watson Merger | ||||||||||||||||||||||||||||||||
Loss Contingencies [Line Items] | ||||||||||||||||||||||||||||||||
Number of complaints filed | complaint | 5 | |||||||||||||||||||||||||||||||
Pending Litigation | Canabal, et al. v. Willis of Colorado, Inc., et al. | ||||||||||||||||||||||||||||||||
Loss Contingencies [Line Items] | ||||||||||||||||||||||||||||||||
Damages sought (in excess of) | $ 1,000,000,000 | |||||||||||||||||||||||||||||||
Pending Litigation | Rupert, et al. v. Winter, et al. | ||||||||||||||||||||||||||||||||
Loss Contingencies [Line Items] | ||||||||||||||||||||||||||||||||
Number of plaintiffs | plaintiff | 97 | |||||||||||||||||||||||||||||||
Damages sought (in excess of) | $ 300,000,000 | |||||||||||||||||||||||||||||||
Pending Litigation | Casanova, et al. v. Willis of Colorado, Inc., et al. | ||||||||||||||||||||||||||||||||
Loss Contingencies [Line Items] | ||||||||||||||||||||||||||||||||
Number of plaintiffs | plaintiff | 7 | |||||||||||||||||||||||||||||||
Damages sought (in excess of) | $ 5,000,000 | |||||||||||||||||||||||||||||||
Pending Litigation | Rishmague, et ano. v. Winter, et al. | ||||||||||||||||||||||||||||||||
Loss Contingencies [Line Items] | ||||||||||||||||||||||||||||||||
Number of plaintiffs | plaintiff | 2 | |||||||||||||||||||||||||||||||
Damages sought (in excess of) | $ 37,000,000 | |||||||||||||||||||||||||||||||
Pending Litigation | MacArthur v. Winter, et al. | ||||||||||||||||||||||||||||||||
Loss Contingencies [Line Items] | ||||||||||||||||||||||||||||||||
Number of plaintiffs | plaintiff | 2 | |||||||||||||||||||||||||||||||
Damages sought (in excess of) | $ 4,000,000 | |||||||||||||||||||||||||||||||
Pending Litigation | Stanford Financial Group, Florida Suits | ||||||||||||||||||||||||||||||||
Loss Contingencies [Line Items] | ||||||||||||||||||||||||||||||||
Number of complaints filed | lawsuit | 5 | |||||||||||||||||||||||||||||||
Number of cases removed | lawsuit | 5 | |||||||||||||||||||||||||||||||
Number of cases moved to stay | lawsuit | 4 | |||||||||||||||||||||||||||||||
Number of cases transferred | lawsuit | 5 | |||||||||||||||||||||||||||||||
Period that case is stayed | 7 days | |||||||||||||||||||||||||||||||
Pending Litigation | Barbar, et al. v. Willis Group Holdings Public Limited Company, et al. | ||||||||||||||||||||||||||||||||
Loss Contingencies [Line Items] | ||||||||||||||||||||||||||||||||
Number of plaintiffs | plaintiff | 35 | |||||||||||||||||||||||||||||||
Damages sought (in excess of) | $ 30,000,000 | |||||||||||||||||||||||||||||||
Pending Litigation | de Gadala-Maria, et al. v. Willis Group Holdings Public Limited Company, et al. | ||||||||||||||||||||||||||||||||
Loss Contingencies [Line Items] | ||||||||||||||||||||||||||||||||
Number of plaintiffs | plaintiff | 64 | |||||||||||||||||||||||||||||||
Damages sought (in excess of) | $ 83,500,000 | |||||||||||||||||||||||||||||||
Pending Litigation | Ranni, et ano. v. Willis Group Holdings Public Limited Company, et al. | ||||||||||||||||||||||||||||||||
Loss Contingencies [Line Items] | ||||||||||||||||||||||||||||||||
Number of plaintiffs | plaintiff | 2 | |||||||||||||||||||||||||||||||
Damages sought (in excess of) | $ 3,000,000 | |||||||||||||||||||||||||||||||
Pending Litigation | Tisminesky, et al. v. Willis Group Holdings Public Limited Company, et al. | ||||||||||||||||||||||||||||||||
Loss Contingencies [Line Items] | ||||||||||||||||||||||||||||||||
Number of plaintiffs | plaintiff | 11 | |||||||||||||||||||||||||||||||
Damages sought (in excess of) | $ 6,500,000 | |||||||||||||||||||||||||||||||
Period to replead dismissed claim | 21 days | |||||||||||||||||||||||||||||||
Pending Litigation | Zacarias, et al. v. Willis Group Holdings Public Limited Company, et al. | ||||||||||||||||||||||||||||||||
Loss Contingencies [Line Items] | ||||||||||||||||||||||||||||||||
Number of plaintiffs | plaintiff | 10 | |||||||||||||||||||||||||||||||
Damages sought (in excess of) | $ 12,500,000 | |||||||||||||||||||||||||||||||
Period to replead dismissed claim | 21 days | |||||||||||||||||||||||||||||||
Pending Litigation | City of Houston | ||||||||||||||||||||||||||||||||
Loss Contingencies [Line Items] | ||||||||||||||||||||||||||||||||
Increase to actuarial accrued liability alleged by plaintiff | $ 163,000,000 | |||||||||||||||||||||||||||||||
Pending Litigation | Meriter | ||||||||||||||||||||||||||||||||
Loss Contingencies [Line Items] | ||||||||||||||||||||||||||||||||
Damages sought (in excess of) | $ 135,000,000 | |||||||||||||||||||||||||||||||
Pending Litigation | Towers Watson & Co. [Member] | Towers Watson Merger, Demand for Appraisal | ||||||||||||||||||||||||||||||||
Loss Contingencies [Line Items] | ||||||||||||||||||||||||||||||||
Number of complaints filed | complaint | 3 | |||||||||||||||||||||||||||||||
Number of plaintiffs | 3 | 10 | ||||||||||||||||||||||||||||||
Percentage of stock owned by plaintiffs | 2.40% | |||||||||||||||||||||||||||||||
Number of shares owned by plaintiffs | shares | 1,354,338 | |||||||||||||||||||||||||||||||
Number of actions consolidated | complaint | 3 | |||||||||||||||||||||||||||||||
Settled Litigation | Towers Watson Merger | ||||||||||||||||||||||||||||||||
Loss Contingencies [Line Items] | ||||||||||||||||||||||||||||||||
Damages sought (in excess of) | $ 1,700,000 | |||||||||||||||||||||||||||||||
Settlement amount against the Company | $ (250,000) | |||||||||||||||||||||||||||||||
Settled Litigation | Stanford Financial Group | ||||||||||||||||||||||||||||||||
Loss Contingencies [Line Items] | ||||||||||||||||||||||||||||||||
Provision for litigation losses | $ 70,000,000 | |||||||||||||||||||||||||||||||
Settled Litigation | Troice and Janvey Cases | ||||||||||||||||||||||||||||||||
Loss Contingencies [Line Items] | ||||||||||||||||||||||||||||||||
Provision for litigation losses | $ 50,000,000 | |||||||||||||||||||||||||||||||
Settlement amount against the Company | $ 120,000,000 | |||||||||||||||||||||||||||||||
Settled Litigation | Troice, et al. v. Willis of Colorado, Inc., et al. | ||||||||||||||||||||||||||||||||
Loss Contingencies [Line Items] | ||||||||||||||||||||||||||||||||
Damages sought (in excess of) | $ 1,000,000,000 | |||||||||||||||||||||||||||||||
Number of actions consolidated | action | 2 | |||||||||||||||||||||||||||||||
Settled Litigation | Janvey, et al. v. Willis of Colorado, Inc., et al. | ||||||||||||||||||||||||||||||||
Loss Contingencies [Line Items] | ||||||||||||||||||||||||||||||||
Damages sought (in excess of) | $ 1,000,000,000 | |||||||||||||||||||||||||||||||
Total losses incurred by plaintiff | $ 4,600,000,000 | |||||||||||||||||||||||||||||||
Settled Litigation | Coal Staff Superannuation Scheme Trustees Limited | ||||||||||||||||||||||||||||||||
Loss Contingencies [Line Items] | ||||||||||||||||||||||||||||||||
Damages sought (in excess of) | $ 47,500,000 | £ 47.5 | ||||||||||||||||||||||||||||||
Derivative, notional amount | $ 250,000,000 | |||||||||||||||||||||||||||||||
Settled Litigation | Meriter | ||||||||||||||||||||||||||||||||
Loss Contingencies [Line Items] | ||||||||||||||||||||||||||||||||
Damages paid | $ 82,000,000 |
Supplementary Information for70
Supplementary Information for Select Balance Sheet Accounts - Narrative (Details) | 6 Months Ended |
Jun. 30, 2016 | |
Deferred Costs, Capitalized, Prepaid, and Other Assets Disclosure [Abstract] | |
Account variance, percent (greater than) | 10.00% |
Supplementary Information for71
Supplementary Information for Select Balance Sheet Accounts - Accounts Receivable, Net (Details) - USD ($) $ in Millions | Jun. 30, 2016 | Dec. 31, 2015 |
Accounts, Notes, Loans and Financing Receivable [Line Items] | ||
Accounts receivable, net | $ 2,187 | $ 1,258 |
Billed, net of allowance for doubtful debts of $35 million and $22 million | ||
Accounts, Notes, Loans and Financing Receivable [Line Items] | ||
Accounts receivable, net | 1,844 | 1,051 |
Allowance for doubtful debts | 34 | 22 |
Accrued and unbilled, at estimated net realizable value | ||
Accounts, Notes, Loans and Financing Receivable [Line Items] | ||
Accounts receivable, net | $ 343 | $ 207 |
Supplementary Information for72
Supplementary Information for Select Balance Sheet Accounts - Prepaid and Other Current Assets (Details) - USD ($) $ in Millions | Jun. 30, 2016 | Dec. 31, 2015 |
Prepaid Expense, Current [Abstract] | ||
Prepayments and accrued income | $ 129 | $ 86 |
Derivatives and investments | 29 | 29 |
Deferred compensation plan assets | 19 | 20 |
Retention incentives | 12 | 14 |
Corporate income and other taxes | 68 | 66 |
Other current assets | 70 | 40 |
Total prepaid and other current assets | $ 327 | $ 255 |
Supplementary Information for73
Supplementary Information for Select Balance Sheet Accounts - Other Non-current Assets (Details) - USD ($) $ in Millions | Jun. 30, 2016 | Dec. 31, 2015 |
Assets, Noncurrent [Abstract] | ||
Prepayments and accrued income | $ 17 | $ 23 |
Deferred compensation plan assets | 100 | 102 |
Deferred tax assets | 38 | 76 |
Accounts receivable, net | 28 | 30 |
Other investments | 31 | 42 |
Other non-current assets | 116 | 25 |
Total other non-current assets | $ 330 | $ 298 |
Supplementary Information for74
Supplementary Information for Select Balance Sheet Accounts - Other Current Liabilities (Details) - USD ($) $ in Millions | Jun. 30, 2016 | Dec. 31, 2015 |
Liabilities, Current [Abstract] | ||
Accounts payable | $ 123 | $ 75 |
Income and other taxes payable | 129 | 45 |
Contingent and deferred consideration on acquisition | 62 | 68 |
Payroll related liabilities | 169 | 82 |
Derivatives | 71 | 31 |
Third party commissions | 187 | 177 |
Other current liabilities | 160 | 125 |
Total other current liabilities | $ 901 | $ 603 |
Supplementary Information for75
Supplementary Information for Select Balance Sheet Accounts - Other Non-current Liabilities (Details) - USD ($) $ in Millions | Jun. 30, 2016 | Dec. 31, 2015 |
Liabilities, Other than Long-term Debt, Noncurrent [Abstract] | ||
Incentives from lessors | $ 147 | $ 175 |
Deferred compensation plan liability | 100 | 102 |
Contingent and deferred consideration on acquisition | 100 | 156 |
Derivatives | 54 | 27 |
Other non-current liabilities | 160 | 73 |
Total other non-current liabilities | $ 561 | $ 533 |
Accumulated Other Comprehensi76
Accumulated Other Comprehensive Income/(Loss) - Schedule of Accumulated Other Comprehensive Income (Loss) (Details) - USD ($) $ in Millions | 6 Months Ended | |
Jun. 30, 2016 | Jun. 30, 2015 | |
AOCI Attributable to Parent, Net of Tax [Roll Forward] | ||
Beginning balance | $ 2,229 | |
Ending Balance | 11,050 | |
Amounts reclassified from accumulated other comprehensive income, tax | 4 | $ 3 |
Foreign currency translation | ||
AOCI Attributable to Parent, Net of Tax [Roll Forward] | ||
Beginning balance | (314) | (191) |
Other comprehensive (loss)/income before reclassifications | (84) | (39) |
Amounts reclassified from accumulated other comprehensive income (net of income tax) | 0 | 0 |
Other comprehensive income/(loss) before non-controlling interests | (84) | (39) |
Ending Balance | (398) | (230) |
Gains and losses on cash flow hedges | ||
AOCI Attributable to Parent, Net of Tax [Roll Forward] | ||
Beginning balance | (10) | 18 |
Other comprehensive (loss)/income before reclassifications | (55) | 21 |
Amounts reclassified from accumulated other comprehensive income (net of income tax) | (8) | (1) |
Other comprehensive income/(loss) before non-controlling interests | (63) | 20 |
Ending Balance | (73) | 38 |
Defined pension and post-retirement benefit costs | ||
AOCI Attributable to Parent, Net of Tax [Roll Forward] | ||
Beginning balance | (713) | (893) |
Other comprehensive (loss)/income before reclassifications | (20) | 200 |
Amounts reclassified from accumulated other comprehensive income (net of income tax) | 23 | 13 |
Other comprehensive income/(loss) before non-controlling interests | 3 | 213 |
Ending Balance | (710) | (680) |
Total | ||
AOCI Attributable to Parent, Net of Tax [Roll Forward] | ||
Beginning balance | (1,037) | (1,066) |
Other comprehensive (loss)/income before reclassifications | (159) | 182 |
Amounts reclassified from accumulated other comprehensive income (net of income tax) | 15 | 12 |
Other comprehensive income/(loss) before non-controlling interests | (144) | 194 |
Ending Balance | $ (1,181) | $ (872) |
Earnings Per Share - Narrative
Earnings Per Share - Narrative (Details) - shares shares in Millions | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2016 | Jun. 30, 2015 | Jun. 30, 2016 | Jun. 30, 2015 | |
Time-based shares | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Antidilutive securities excluded from computation of earnings per share | 0.1 | 0.3 | 0.5 | 0.4 |
Time-based shares | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Stock options outstanding | 1.9 | 1.8 | 1.9 | 1.8 |
Performance based | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Stock options outstanding | 1.2 | 0.8 | 1.2 | 0.8 |
Restricted share units | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Restricted share units outstanding | 1.4 | 1.2 | 1.4 | 1.2 |
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 | 6 Months Ended | |||
Jun. 30, 2016 | Jun. 30, 2015 | Jun. 30, 2016 | Jun. 30, 2015 | ||
Earnings Per Share [Abstract] | |||||
Net income attributable to Willis Towers Watson | $ 72 | $ 70 | $ 310 | $ 280 | |
Basic average number of shares outstanding (shares) | 139 | 68 | 137 | 68 | |
Dilutive effect of potentially issuable shares (shares) | 1 | 1 | 1 | 1 | |
Diluted average number of shares outstanding (shares) | 140 | 69 | 138 | 69 | |
Basic earnings per share (usd per share) | [1] | $ 0.52 | $ 1.03 | $ 2.26 | $ 4.12 |
Dilutive effect of potentially issuable shares (usd per share) | (0.01) | (0.02) | (0.01) | (0.06) | |
Diluted earnings per share (usd per share) | [1] | $ 0.51 | $ 1.01 | $ 2.25 | $ 4.06 |
[1] | Basic and diluted earnings per share, and cash dividends declared per share, for the three and six months ended June 30, 2015 have been retroactively adjusted to reflect the reverse stock split on January 4, 2016. See Note 3 — Merger and Acquisitions for further details. |
Subsequent Events (Details)
Subsequent Events (Details) - Subsequent Event - USD ($) $ in Millions | 4 Months Ended | 5 Months Ended | 9 Months Ended |
Aug. 01, 2016 | Dec. 31, 2016 | Dec. 31, 2016 | |
Subsequent Event [Line Items] | |||
Stock Repurchased During Period, Value | $ 100 | ||
future repurchase of shares | $ 200 | $ 300 |
Financial Information for Par80
Financial Information for Parent Guarantor, Other Guarantor Subsidiaries and Non-Guarantor Subsidiaries - Narrative (Details) - USD ($) $ in Millions | Jun. 30, 2016 | Jul. 01, 2015 |
Willis North America | Senior Notes | ||
Debt Instrument [Line Items] | ||
Long-term debt | $ 148 | |
The Other Guarantors | ||
Debt Instrument [Line Items] | ||
Subsidiary, ownership percentage by parent | 100.00% | |
6.200% senior notes due 2017 | Willis North America | Senior Notes | ||
Debt Instrument [Line Items] | ||
Long-term debt | $ 394 | |
7.000% senior notes due 2019 | Willis North America | Senior Notes | ||
Debt Instrument [Line Items] | ||
Long-term debt | $ 187 |
Financial Information for Par81
Financial Information for Parent Guarantor, Other Guarantor Subsidiaries and Non-Guarantor Subsidiaries - Unaudited Condensed Consolidated Statement of Operations (Details) - USD ($) $ in Millions | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2016 | Jun. 30, 2015 | Jun. 30, 2016 | Jun. 30, 2015 | |
Condensed Financial Statements, Captions [Line Items] | ||||
Commissions and fees | $ 1,894 | $ 917 | $ 4,113 | $ 1,998 |
Interest and other income | 55 | 5 | 70 | 11 |
Total revenues | 1,949 | 922 | 4,183 | 2,009 |
Salaries and benefits | (1,201) | (561) | (2,397) | (1,128) |
Other operating expenses | (373) | (179) | (804) | (339) |
Depreciation | (44) | (23) | (87) | (45) |
Amortization | (125) | (16) | (286) | (30) |
Restructuring costs | (41) | (38) | (66) | (69) |
Integration expenses | (29) | 0 | (81) | 0 |
Total costs of providing services | (1,813) | (817) | (3,721) | (1,611) |
Income from operations | 136 | 105 | 462 | 398 |
Income from Group undertakings | 0 | 0 | 0 | 0 |
Expenses due to Group undertakings | 0 | 0 | 0 | 0 |
Interest expense | (47) | (35) | (93) | (68) |
Other (income)/expense, net | 6 | 23 | (12) | 17 |
INCOME FROM CONTINUING OPERATIONS BEFORE INCOME TAXES AND INTEREST IN EARNINGS OF ASSOCIATES | 95 | 93 | 357 | 347 |
Provision for income taxes | (19) | (19) | (37) | (75) |
INCOME FROM CONTINUING OPERATIONS BEFORE INTEREST IN EARNINGS OF ASSOCIATES | 76 | 74 | 320 | 272 |
Interest in (loss)/earnings of associates, net of tax | 0 | 2 | (1) | (14) |
Equity account for subsidiaries | 0 | 0 | 0 | 0 |
NET INCOME | 76 | 72 | 321 | 286 |
Income attributable to non-controlling interests | (4) | (2) | (11) | (6) |
NET INCOME ATTRIBUTABLE TO WILLIS TOWERS WATSON | 72 | 70 | 310 | 280 |
Consolidating adjustments | Parent Guarantor [Member] | ||||
Condensed Financial Statements, Captions [Line Items] | ||||
Commissions and fees | 0 | 0 | 0 | 0 |
Interest and other income | 0 | 0 | 0 | 0 |
Total revenues | 0 | 0 | 0 | 0 |
Salaries and benefits | 0 | 0 | 0 | 0 |
Other operating expenses | 0 | 0 | 0 | 0 |
Depreciation | 0 | 0 | 0 | 0 |
Amortization | 0 | 0 | 0 | 0 |
Restructuring costs | 0 | 0 | 0 | 0 |
Integration expenses | 0 | 0 | ||
Total costs of providing services | 0 | 0 | 0 | 0 |
Income from operations | 0 | 0 | 0 | 0 |
Income from Group undertakings | (222) | (136) | (427) | (271) |
Expenses due to Group undertakings | 222 | 136 | 427 | 271 |
Interest expense | 0 | 0 | 0 | 0 |
Other (income)/expense, net | 0 | 0 | 0 | 1 |
INCOME FROM CONTINUING OPERATIONS BEFORE INCOME TAXES AND INTEREST IN EARNINGS OF ASSOCIATES | 0 | 0 | 0 | 1 |
Provision for income taxes | 0 | 0 | 0 | 0 |
INCOME FROM CONTINUING OPERATIONS BEFORE INTEREST IN EARNINGS OF ASSOCIATES | 0 | 0 | 0 | 1 |
Interest in (loss)/earnings of associates, net of tax | 0 | 0 | 0 | |
Equity account for subsidiaries | (194) | (178) | (659) | (701) |
NET INCOME | (194) | (178) | (659) | (700) |
Income attributable to non-controlling interests | 0 | 0 | 0 | 0 |
NET INCOME ATTRIBUTABLE TO WILLIS TOWERS WATSON | (194) | (178) | (659) | (700) |
Willis Towers Watson | Reportable Legal Entities | ||||
Condensed Financial Statements, Captions [Line Items] | ||||
Commissions and fees | 0 | 0 | 0 | 0 |
Interest and other income | 0 | 0 | 0 | 0 |
Total revenues | 0 | 0 | 0 | 0 |
Salaries and benefits | (1) | (1) | (1) | (1) |
Other operating expenses | (2) | 0 | (3) | (9) |
Depreciation | 0 | 0 | 0 | 0 |
Amortization | 0 | 0 | 0 | 0 |
Restructuring costs | 0 | 0 | 0 | 0 |
Integration expenses | 1 | 0 | 0 | 0 |
Total costs of providing services | (2) | (1) | (4) | (10) |
Income from operations | (2) | (1) | (4) | (10) |
Income from Group undertakings | 0 | 0 | 0 | 0 |
Expenses due to Group undertakings | 0 | 0 | 0 | 0 |
Interest expense | (6) | (10) | (17) | (21) |
Other (income)/expense, net | 0 | 4 | (1) | (8) |
INCOME FROM CONTINUING OPERATIONS BEFORE INCOME TAXES AND INTEREST IN EARNINGS OF ASSOCIATES | (8) | (7) | (22) | (39) |
Provision for income taxes | 0 | 0 | 0 | 0 |
INCOME FROM CONTINUING OPERATIONS BEFORE INTEREST IN EARNINGS OF ASSOCIATES | (8) | (7) | (22) | (39) |
Interest in (loss)/earnings of associates, net of tax | 0 | 0 | 0 | 0 |
Equity account for subsidiaries | 80 | 77 | 332 | 319 |
NET INCOME | 72 | 70 | 310 | 280 |
Income attributable to non-controlling interests | 0 | 0 | 0 | 0 |
NET INCOME ATTRIBUTABLE TO WILLIS TOWERS WATSON | 72 | 70 | 310 | 280 |
The Other Guarantors | Reportable Legal Entities | ||||
Condensed Financial Statements, Captions [Line Items] | ||||
Commissions and fees | 0 | 0 | 0 | 0 |
Interest and other income | 1 | 0 | 1 | 0 |
Total revenues | 1 | 0 | 1 | 0 |
Salaries and benefits | (1) | 0 | (1) | 0 |
Other operating expenses | (22) | (41) | (57) | (55) |
Depreciation | (1) | (2) | (2) | (3) |
Amortization | 0 | 0 | 0 | 0 |
Restructuring costs | (7) | 0 | (11) | (14) |
Integration expenses | 0 | (12) | ||
Total costs of providing services | (31) | (43) | (83) | (72) |
Income from operations | (30) | (43) | (82) | (72) |
Income from Group undertakings | 120 | 56 | 241 | 110 |
Expenses due to Group undertakings | (26) | (7) | (40) | (15) |
Interest expense | (26) | (9) | (43) | (18) |
Other (income)/expense, net | 2 | (6) | 2 | 0 |
INCOME FROM CONTINUING OPERATIONS BEFORE INCOME TAXES AND INTEREST IN EARNINGS OF ASSOCIATES | 40 | (9) | 78 | 5 |
Provision for income taxes | 10 | 11 | 23 | 17 |
INCOME FROM CONTINUING OPERATIONS BEFORE INTEREST IN EARNINGS OF ASSOCIATES | 50 | 2 | 101 | 22 |
Interest in (loss)/earnings of associates, net of tax | (2) | 0 | (4) | |
Equity account for subsidiaries | 7 | 71 | 206 | 286 |
NET INCOME | 57 | 75 | 307 | 312 |
Income attributable to non-controlling interests | 0 | 0 | 0 | 0 |
NET INCOME ATTRIBUTABLE TO WILLIS TOWERS WATSON | 57 | 75 | 307 | 312 |
The Issuer | Reportable Legal Entities | ||||
Condensed Financial Statements, Captions [Line Items] | ||||
Commissions and fees | 4 | 0 | 11 | 4 |
Interest and other income | 0 | 0 | 0 | 0 |
Total revenues | 4 | 0 | 11 | 4 |
Salaries and benefits | (10) | (22) | (24) | (42) |
Other operating expenses | (14) | (9) | (72) | (11) |
Depreciation | (3) | (4) | (7) | (8) |
Amortization | 0 | 0 | 0 | 0 |
Restructuring costs | (7) | (8) | (16) | (13) |
Integration expenses | (4) | (10) | ||
Total costs of providing services | (38) | (43) | (129) | (74) |
Income from operations | (34) | (43) | (118) | (70) |
Income from Group undertakings | 62 | 56 | 116 | 112 |
Expenses due to Group undertakings | (43) | (45) | (86) | (89) |
Interest expense | (9) | (11) | (19) | (22) |
Other (income)/expense, net | 0 | 0 | 0 | 0 |
INCOME FROM CONTINUING OPERATIONS BEFORE INCOME TAXES AND INTEREST IN EARNINGS OF ASSOCIATES | (24) | (43) | (107) | (69) |
Provision for income taxes | 3 | 14 | 31 | 22 |
INCOME FROM CONTINUING OPERATIONS BEFORE INTEREST IN EARNINGS OF ASSOCIATES | (21) | (29) | (76) | (47) |
Interest in (loss)/earnings of associates, net of tax | 0 | 0 | 0 | |
Equity account for subsidiaries | 107 | 30 | 121 | 96 |
NET INCOME | 86 | 1 | 45 | 49 |
Income attributable to non-controlling interests | 0 | 0 | 0 | 0 |
NET INCOME ATTRIBUTABLE TO WILLIS TOWERS WATSON | 86 | 1 | 45 | 49 |
Other | Reportable Legal Entities | ||||
Condensed Financial Statements, Captions [Line Items] | ||||
Commissions and fees | 1,890 | 917 | 4,102 | 1,994 |
Interest and other income | 54 | 5 | 69 | 11 |
Total revenues | 1,944 | 922 | 4,171 | 2,005 |
Salaries and benefits | (1,189) | (538) | (2,371) | (1,085) |
Other operating expenses | (335) | (129) | (672) | (264) |
Depreciation | (40) | (17) | (78) | (34) |
Amortization | (125) | (16) | (286) | (30) |
Restructuring costs | (27) | (30) | (39) | (42) |
Integration expenses | (26) | (59) | ||
Total costs of providing services | (1,742) | (730) | (3,505) | (1,455) |
Income from operations | 202 | 192 | 666 | 550 |
Income from Group undertakings | 40 | 24 | 70 | 49 |
Expenses due to Group undertakings | (153) | (84) | (301) | (167) |
Interest expense | (6) | (5) | (14) | (7) |
Other (income)/expense, net | 4 | 25 | (13) | 24 |
INCOME FROM CONTINUING OPERATIONS BEFORE INCOME TAXES AND INTEREST IN EARNINGS OF ASSOCIATES | 87 | 152 | 408 | 449 |
Provision for income taxes | (32) | (44) | (91) | (114) |
INCOME FROM CONTINUING OPERATIONS BEFORE INTEREST IN EARNINGS OF ASSOCIATES | 55 | 108 | 317 | 335 |
Interest in (loss)/earnings of associates, net of tax | 4 | (1) | (10) | |
Equity account for subsidiaries | 0 | 0 | 0 | 0 |
NET INCOME | 55 | 104 | 318 | 345 |
Income attributable to non-controlling interests | (4) | (2) | (11) | (6) |
NET INCOME ATTRIBUTABLE TO WILLIS TOWERS WATSON | $ 51 | $ 102 | $ 307 | $ 339 |
Financial Information for Par82
Financial Information for Parent Guarantor, Other Guarantor Subsidiaries and Non-Guarantor Subsidiaries - Unaudited Condensed Consolidated Statement of Comprehensive Income (Details) - USD ($) $ in Millions | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2016 | Jun. 30, 2015 | Jun. 30, 2016 | Jun. 30, 2015 | |
Condensed Financial Statements, Captions [Line Items] | ||||
Comprehensive (loss)/income before non-controlling interests | $ (62) | $ 156 | $ 169 | $ 477 |
Less: Comprehensive loss/(income) attributable to non-controlling interest | 6 | (6) | (3) | (3) |
Comprehensive (loss)/income attributable to Willis Towers Watson | (56) | 150 | 166 | 474 |
Consolidating adjustments | Parent Guarantor [Member] | ||||
Condensed Financial Statements, Captions [Line Items] | ||||
Comprehensive (loss)/income before non-controlling interests | 98 | (328) | (307) | (1,106) |
Less: Comprehensive loss/(income) attributable to non-controlling interest | 0 | 0 | 0 | 0 |
Comprehensive (loss)/income attributable to Willis Towers Watson | 98 | (328) | (307) | (1,106) |
Willis Towers Watson | Reportable Legal Entities | ||||
Condensed Financial Statements, Captions [Line Items] | ||||
Comprehensive (loss)/income before non-controlling interests | (56) | 150 | 166 | 474 |
Less: Comprehensive loss/(income) attributable to non-controlling interest | 0 | 0 | 0 | 0 |
Comprehensive (loss)/income attributable to Willis Towers Watson | (56) | 150 | 166 | 474 |
The Other Guarantors | Reportable Legal Entities | ||||
Condensed Financial Statements, Captions [Line Items] | ||||
Comprehensive (loss)/income before non-controlling interests | (70) | 154 | 162 | 508 |
Less: Comprehensive loss/(income) attributable to non-controlling interest | 0 | 0 | 0 | 0 |
Comprehensive (loss)/income attributable to Willis Towers Watson | (70) | 154 | 162 | 508 |
The Issuer | Reportable Legal Entities | ||||
Condensed Financial Statements, Captions [Line Items] | ||||
Comprehensive (loss)/income before non-controlling interests | 27 | 4 | (31) | 55 |
Less: Comprehensive loss/(income) attributable to non-controlling interest | 0 | 0 | 0 | 0 |
Comprehensive (loss)/income attributable to Willis Towers Watson | 27 | 4 | (31) | 55 |
Other | Reportable Legal Entities | ||||
Condensed Financial Statements, Captions [Line Items] | ||||
Comprehensive (loss)/income before non-controlling interests | (61) | 176 | 179 | 546 |
Less: Comprehensive loss/(income) attributable to non-controlling interest | 6 | (6) | (3) | (3) |
Comprehensive (loss)/income attributable to Willis Towers Watson | $ (55) | $ 170 | $ 176 | $ 543 |
Financial Information for Par83
Financial Information for Parent Guarantor, Other Guarantor Subsidiaries and Non-Guarantor Subsidiaries - Unaudited Condensed Consolidated Balance Sheet (Details) - USD ($) $ in Millions | Jun. 30, 2016 | Dec. 31, 2015 | Jun. 30, 2015 | Dec. 31, 2014 |
Condensed Financial Statements, Captions [Line Items] | ||||
Cash and cash equivalents | $ 949 | $ 532 | $ 483 | $ 635 |
Fiduciary assets | 11,767 | 10,458 | ||
Accounts receivable, net | 2,187 | 1,258 | ||
Prepaid and other current assets | 327 | 255 | ||
Amounts due from group undertakings | 0 | 0 | ||
Total current assets | 15,230 | 12,503 | ||
Investments in subsidiaries | 0 | 0 | ||
Fixed assets, net | 794 | 563 | ||
Goodwill | 10,527 | 3,737 | ||
Other intangible assets, net | 4,713 | 1,115 | ||
Pension benefits assets | 815 | 623 | ||
Other non-current assets | 330 | 298 | ||
Non-current amounts due from group undertakings | 0 | 0 | ||
Total non-current assets | 17,179 | 6,336 | ||
TOTAL ASSETS | 32,409 | 18,839 | ||
Fiduciary liabilities | 11,767 | 10,458 | ||
Deferred revenue and accrued expenses | 1,221 | 752 | ||
Short-term debt and current portion of long-term debt | 528 | 988 | ||
Other current liabilities | 901 | 603 | ||
Amounts due to group undertakings | 0 | 0 | ||
Total current liabilities | 14,417 | 12,801 | ||
Long-term debt | 3,281 | 2,278 | ||
Liability for pension benefits | 1,160 | 279 | ||
Deferred tax liabilities | 1,156 | 240 | ||
Provision for liabilities | 594 | 295 | ||
Liability from Investments in and Advance to Affiliates, Subsidiaries, Associates, and Joint Ventures | 0 | |||
Other non-current liabilities | 561 | 533 | ||
Amounts due to group undertakings | 0 | 0 | ||
Total non-current liabilities | 6,752 | 3,625 | ||
TOTAL LIABILITIES | 21,169 | 16,426 | ||
REDEEMABLE NONCONTROLLING INTEREST | 52 | 53 | ||
Total Willis Towers Watson shareholders’ equity | 11,050 | 2,229 | ||
Noncontrolling interests | 138 | 131 | ||
Total equity | 11,188 | 2,360 | 2,489 | 2,007 |
TOTAL LIABILITIES AND EQUITY | 32,409 | 18,839 | ||
Consolidating adjustments | Parent Guarantor [Member] | ||||
Condensed Financial Statements, Captions [Line Items] | ||||
Cash and cash equivalents | 0 | 0 | 0 | 0 |
Fiduciary assets | 0 | 0 | ||
Accounts receivable, net | 0 | 0 | ||
Prepaid and other current assets | (38) | (7) | ||
Amounts due from group undertakings | (16,084) | (7,188) | ||
Total current assets | (16,122) | (7,195) | ||
Investments in subsidiaries | (18,277) | (4,040) | ||
Fixed assets, net | 0 | 0 | ||
Goodwill | 0 | 0 | ||
Other intangible assets, net | 0 | 0 | ||
Pension benefits assets | 0 | 0 | ||
Other non-current assets | (3) | 0 | ||
Non-current amounts due from group undertakings | (1,728) | (1,303) | ||
Total non-current assets | (20,008) | (5,343) | ||
TOTAL ASSETS | (36,130) | (12,538) | ||
Fiduciary liabilities | 0 | 0 | ||
Deferred revenue and accrued expenses | 0 | 0 | ||
Short-term debt and current portion of long-term debt | 0 | 0 | ||
Other current liabilities | (38) | (7) | ||
Amounts due to group undertakings | (16,084) | (7,188) | ||
Total current liabilities | (16,122) | (7,195) | ||
Long-term debt | 0 | 0 | ||
Liability for pension benefits | 0 | 0 | ||
Deferred tax liabilities | (3) | 0 | ||
Provision for liabilities | 0 | 0 | ||
Liability from Investments in and Advance to Affiliates, Subsidiaries, Associates, and Joint Ventures | (387) | |||
Other non-current liabilities | 0 | 0 | ||
Amounts due to group undertakings | (1,728) | (1,303) | ||
Total non-current liabilities | (1,731) | (1,690) | ||
TOTAL LIABILITIES | (17,853) | (8,885) | ||
REDEEMABLE NONCONTROLLING INTEREST | 0 | 0 | ||
Total Willis Towers Watson shareholders’ equity | (18,277) | (3,653) | ||
Noncontrolling interests | 0 | 0 | ||
Total equity | (18,277) | (3,653) | ||
TOTAL LIABILITIES AND EQUITY | (36,130) | (12,538) | ||
Willis Towers Watson | Reportable Legal Entities | ||||
Condensed Financial Statements, Captions [Line Items] | ||||
Cash and cash equivalents | 0 | 3 | 6 | 9 |
Fiduciary assets | 0 | 0 | ||
Accounts receivable, net | 0 | 0 | ||
Prepaid and other current assets | 0 | 1 | ||
Amounts due from group undertakings | 7,700 | 3,423 | ||
Total current assets | 7,700 | 3,427 | ||
Investments in subsidiaries | 3,951 | 0 | ||
Fixed assets, net | 0 | 0 | ||
Goodwill | 0 | 0 | ||
Other intangible assets, net | 0 | 0 | ||
Pension benefits assets | 0 | 0 | ||
Other non-current assets | 0 | 0 | ||
Non-current amounts due from group undertakings | 0 | 0 | ||
Total non-current assets | 3,951 | 0 | ||
TOTAL ASSETS | 11,651 | 3,427 | ||
Fiduciary liabilities | 0 | 0 | ||
Deferred revenue and accrued expenses | 1 | 1 | ||
Short-term debt and current portion of long-term debt | 0 | 300 | ||
Other current liabilities | 75 | 15 | ||
Amounts due to group undertakings | 30 | 0 | ||
Total current liabilities | 106 | 316 | ||
Long-term debt | 495 | 495 | ||
Liability for pension benefits | 0 | 0 | ||
Deferred tax liabilities | 0 | 0 | ||
Provision for liabilities | 0 | 0 | ||
Liability from Investments in and Advance to Affiliates, Subsidiaries, Associates, and Joint Ventures | 387 | |||
Other non-current liabilities | 0 | 0 | ||
Amounts due to group undertakings | 0 | 0 | ||
Total non-current liabilities | 495 | 882 | ||
TOTAL LIABILITIES | 601 | 1,198 | ||
REDEEMABLE NONCONTROLLING INTEREST | 0 | 0 | ||
Total Willis Towers Watson shareholders’ equity | 11,050 | 2,229 | ||
Noncontrolling interests | 0 | 0 | ||
Total equity | 11,050 | 2,229 | ||
TOTAL LIABILITIES AND EQUITY | 11,651 | 3,427 | ||
The Other Guarantors | Reportable Legal Entities | ||||
Condensed Financial Statements, Captions [Line Items] | ||||
Cash and cash equivalents | 63 | 2 | 2 | 2 |
Fiduciary assets | 0 | 0 | ||
Accounts receivable, net | 0 | 0 | ||
Prepaid and other current assets | 65 | 49 | ||
Amounts due from group undertakings | 5,590 | 1,684 | ||
Total current assets | 5,718 | 1,735 | ||
Investments in subsidiaries | 8,415 | 3,208 | ||
Fixed assets, net | 31 | 23 | ||
Goodwill | 0 | 0 | ||
Other intangible assets, net | 0 | 0 | ||
Pension benefits assets | 0 | 0 | ||
Other non-current assets | 4 | 8 | ||
Non-current amounts due from group undertakings | 918 | 518 | ||
Total non-current assets | 9,368 | 3,757 | ||
TOTAL ASSETS | 15,086 | 5,492 | ||
Fiduciary liabilities | 0 | 0 | ||
Deferred revenue and accrued expenses | 15 | 13 | ||
Short-term debt and current portion of long-term debt | 22 | 609 | ||
Other current liabilities | 94 | 38 | ||
Amounts due to group undertakings | 8,743 | 4,141 | ||
Total current liabilities | 8,874 | 4,801 | ||
Long-term debt | 2,389 | 1,203 | ||
Liability for pension benefits | 0 | 0 | ||
Deferred tax liabilities | 0 | 1 | ||
Provision for liabilities | 0 | 0 | ||
Liability from Investments in and Advance to Affiliates, Subsidiaries, Associates, and Joint Ventures | 0 | |||
Other non-current liabilities | 46 | 21 | ||
Amounts due to group undertakings | 0 | 0 | ||
Total non-current liabilities | 2,435 | 1,225 | ||
TOTAL LIABILITIES | 11,309 | 6,026 | ||
REDEEMABLE NONCONTROLLING INTEREST | 0 | 0 | ||
Total Willis Towers Watson shareholders’ equity | 3,777 | (534) | ||
Noncontrolling interests | 0 | 0 | ||
Total equity | 3,777 | (534) | ||
TOTAL LIABILITIES AND EQUITY | 15,086 | 5,492 | ||
The Issuer | Reportable Legal Entities | ||||
Condensed Financial Statements, Captions [Line Items] | ||||
Cash and cash equivalents | 0 | 0 | 0 | 0 |
Fiduciary assets | 0 | 0 | ||
Accounts receivable, net | 4 | 7 | ||
Prepaid and other current assets | 20 | 18 | ||
Amounts due from group undertakings | 872 | 822 | ||
Total current assets | 896 | 847 | ||
Investments in subsidiaries | 5,911 | 832 | ||
Fixed assets, net | 33 | 35 | ||
Goodwill | 0 | 0 | ||
Other intangible assets, net | 0 | 0 | ||
Pension benefits assets | 0 | 0 | ||
Other non-current assets | 54 | 2 | ||
Non-current amounts due from group undertakings | 810 | 785 | ||
Total non-current assets | 6,808 | 1,654 | ||
TOTAL ASSETS | 7,704 | 2,501 | ||
Fiduciary liabilities | 0 | 0 | ||
Deferred revenue and accrued expenses | 19 | 55 | ||
Short-term debt and current portion of long-term debt | 394 | 0 | ||
Other current liabilities | 0 | 23 | ||
Amounts due to group undertakings | 1,713 | 1,545 | ||
Total current liabilities | 2,126 | 1,623 | ||
Long-term debt | 186 | 580 | ||
Liability for pension benefits | 0 | 0 | ||
Deferred tax liabilities | 1 | 0 | ||
Provision for liabilities | 120 | 0 | ||
Liability from Investments in and Advance to Affiliates, Subsidiaries, Associates, and Joint Ventures | 0 | |||
Other non-current liabilities | 15 | 15 | ||
Amounts due to group undertakings | 518 | 518 | ||
Total non-current liabilities | 840 | 1,113 | ||
TOTAL LIABILITIES | 2,966 | 2,736 | ||
REDEEMABLE NONCONTROLLING INTEREST | 0 | 0 | ||
Total Willis Towers Watson shareholders’ equity | 4,738 | (235) | ||
Noncontrolling interests | 0 | 0 | ||
Total equity | 4,738 | (235) | ||
TOTAL LIABILITIES AND EQUITY | 7,704 | 2,501 | ||
Other | Reportable Legal Entities | ||||
Condensed Financial Statements, Captions [Line Items] | ||||
Cash and cash equivalents | 886 | 527 | $ 475 | $ 624 |
Fiduciary assets | 11,767 | 10,458 | ||
Accounts receivable, net | 2,183 | 1,251 | ||
Prepaid and other current assets | 280 | 194 | ||
Amounts due from group undertakings | 1,922 | 1,259 | ||
Total current assets | 17,038 | 13,689 | ||
Investments in subsidiaries | 0 | 0 | ||
Fixed assets, net | 730 | 505 | ||
Goodwill | 10,527 | 3,737 | ||
Other intangible assets, net | 4,713 | 1,115 | ||
Pension benefits assets | 815 | 623 | ||
Other non-current assets | 275 | 288 | ||
Non-current amounts due from group undertakings | 0 | 0 | ||
Total non-current assets | 17,060 | 6,268 | ||
TOTAL ASSETS | 34,098 | 19,957 | ||
Fiduciary liabilities | 11,767 | 10,458 | ||
Deferred revenue and accrued expenses | 1,186 | 683 | ||
Short-term debt and current portion of long-term debt | 112 | 79 | ||
Other current liabilities | 770 | 534 | ||
Amounts due to group undertakings | 5,598 | 1,502 | ||
Total current liabilities | 19,433 | 13,256 | ||
Long-term debt | 211 | 0 | ||
Liability for pension benefits | 1,160 | 279 | ||
Deferred tax liabilities | 1,158 | 239 | ||
Provision for liabilities | 474 | 295 | ||
Liability from Investments in and Advance to Affiliates, Subsidiaries, Associates, and Joint Ventures | 0 | |||
Other non-current liabilities | 500 | 497 | ||
Amounts due to group undertakings | 1,210 | 785 | ||
Total non-current liabilities | 4,713 | 2,095 | ||
TOTAL LIABILITIES | 24,146 | 15,351 | ||
REDEEMABLE NONCONTROLLING INTEREST | 52 | 53 | ||
Total Willis Towers Watson shareholders’ equity | 9,762 | 4,422 | ||
Noncontrolling interests | 138 | 131 | ||
Total equity | 9,900 | 4,553 | ||
TOTAL LIABILITIES AND EQUITY | $ 34,098 | $ 19,957 |
Financial Information for Par84
Financial Information for Parent Guarantor, Other Guarantor Subsidiaries and Non-Guarantor Subsidiaries - Unaudited Condensed Consolidated Statement of Cash Flows (Details) - USD ($) $ in Millions | 6 Months Ended | |
Jun. 30, 2016 | Jun. 30, 2015 | |
Condensed Financial Statements, Captions [Line Items] | ||
NET CASH FROM (USED IN) OPERATING ACTIVITIES | $ 427 | $ 7 |
CASH FLOWS FROM/(USED IN) INVESTING ACTIVITIES | ||
Additions to fixed assets and software for internal use | (92) | (47) |
Capitalized software costs | (42) | 0 |
Acquisitions of operations, net of cash acquired | 419 | (228) |
Redemptions of held-to-maturity investments | 11 | 0 |
Sales and redemptions of available for sale securities | 11 | 0 |
Other, net | 1 | 27 |
Proceeds from intercompany investing activities | 0 | 0 |
Repayments of intercompany investing activities | 0 | 0 |
Reduction in investment in subsidiaries | 0 | |
Additional investment in subsidiaries | 0 | 0 |
Net cash from/(used in) investing activities | 308 | (248) |
CASH FLOWS FROM FINANCING ACTIVITIES | ||
Debt issuance costs | (14) | (1) |
Net (payments on)/draw down of revolving credit facility | (393) | 220 |
Senior notes issued | 1,606 | 0 |
Proceeds from issue of other debt | 404 | 0 |
Repayments of debt | (1,826) | (8) |
Repurchase of shares | (38) | (79) |
Proceeds from issuance of shares and excess tax benefit | 28 | 89 |
Dividends paid | (67) | (109) |
Acquisitions of and dividends paid to noncontrolling interests | (15) | (8) |
Proceeds from intercompany financing activities | 0 | 0 |
Repayments of intercompany financing activities | 0 | 0 |
Net cash provided by (used in) financing activities | (315) | 104 |
(DECREASE) INCREASE IN CASH AND CASH EQUIVALENTS | 420 | (137) |
Effect of exchange rate changes on cash and cash equivalents | (3) | (15) |
CASH AND CASH EQUIVALENTS, BEGINNING OF PERIOD | 532 | 635 |
CASH AND CASH EQUIVALENTS, END OF PERIOD | 949 | 483 |
Consolidating adjustments | Parent Guarantor [Member] | ||
Condensed Financial Statements, Captions [Line Items] | ||
NET CASH FROM (USED IN) OPERATING ACTIVITIES | (1) | 0 |
CASH FLOWS FROM/(USED IN) INVESTING ACTIVITIES | ||
Additions to fixed assets and software for internal use | 0 | 0 |
Capitalized software costs | 0 | |
Acquisitions of operations, net of cash acquired | 0 | 0 |
Redemptions of held-to-maturity investments | 0 | |
Sales and redemptions of available for sale securities | 0 | |
Other, net | 0 | 0 |
Proceeds from intercompany investing activities | (307) | |
Repayments of intercompany investing activities | 8,660 | 304 |
Reduction in investment in subsidiaries | (8,200) | |
Additional investment in subsidiaries | 8,200 | 274 |
Net cash from/(used in) investing activities | 8,660 | 271 |
CASH FLOWS FROM FINANCING ACTIVITIES | ||
Debt issuance costs | 0 | 0 |
Net (payments on)/draw down of revolving credit facility | 0 | 0 |
Senior notes issued | 0 | |
Proceeds from issue of other debt | 0 | |
Repayments of debt | 0 | 0 |
Repurchase of shares | 0 | 0 |
Proceeds from issuance of shares and excess tax benefit | 0 | (274) |
Dividends paid | 1 | 0 |
Acquisitions of and dividends paid to noncontrolling interests | 0 | 0 |
Proceeds from intercompany financing activities | (8,660) | (304) |
Repayments of intercompany financing activities | 307 | |
Net cash provided by (used in) financing activities | (8,659) | (271) |
(DECREASE) INCREASE IN CASH AND CASH EQUIVALENTS | 0 | 0 |
Effect of exchange rate changes on cash and cash equivalents | 0 | 0 |
CASH AND CASH EQUIVALENTS, BEGINNING OF PERIOD | 0 | 0 |
CASH AND CASH EQUIVALENTS, END OF PERIOD | 0 | 0 |
Willis Towers Watson | Reportable Legal Entities | ||
Condensed Financial Statements, Captions [Line Items] | ||
NET CASH FROM (USED IN) OPERATING ACTIVITIES | 42 | (4) |
CASH FLOWS FROM/(USED IN) INVESTING ACTIVITIES | ||
Additions to fixed assets and software for internal use | 0 | 0 |
Capitalized software costs | 0 | |
Acquisitions of operations, net of cash acquired | 0 | 0 |
Redemptions of held-to-maturity investments | 0 | |
Sales and redemptions of available for sale securities | 0 | |
Other, net | 0 | 0 |
Proceeds from intercompany investing activities | 0 | 105 |
Repayments of intercompany investing activities | (4,268) | 0 |
Reduction in investment in subsidiaries | 4,600 | |
Additional investment in subsidiaries | 0 | 0 |
Net cash from/(used in) investing activities | 332 | 105 |
CASH FLOWS FROM FINANCING ACTIVITIES | ||
Debt issuance costs | 0 | 0 |
Net (payments on)/draw down of revolving credit facility | 0 | 0 |
Senior notes issued | 0 | |
Proceeds from issue of other debt | 0 | |
Repayments of debt | (300) | 0 |
Repurchase of shares | (38) | (79) |
Proceeds from issuance of shares and excess tax benefit | 28 | 84 |
Dividends paid | (67) | (109) |
Acquisitions of and dividends paid to noncontrolling interests | 0 | 0 |
Proceeds from intercompany financing activities | 0 | 0 |
Repayments of intercompany financing activities | 0 | 0 |
Net cash provided by (used in) financing activities | (377) | (104) |
(DECREASE) INCREASE IN CASH AND CASH EQUIVALENTS | (3) | (3) |
Effect of exchange rate changes on cash and cash equivalents | 0 | 0 |
CASH AND CASH EQUIVALENTS, BEGINNING OF PERIOD | 3 | 9 |
CASH AND CASH EQUIVALENTS, END OF PERIOD | 0 | 6 |
The Other Guarantors | Reportable Legal Entities | ||
Condensed Financial Statements, Captions [Line Items] | ||
NET CASH FROM (USED IN) OPERATING ACTIVITIES | (418) | 62 |
CASH FLOWS FROM/(USED IN) INVESTING ACTIVITIES | ||
Additions to fixed assets and software for internal use | (9) | (4) |
Capitalized software costs | 0 | |
Acquisitions of operations, net of cash acquired | 0 | 0 |
Redemptions of held-to-maturity investments | 0 | |
Sales and redemptions of available for sale securities | 0 | |
Other, net | 0 | 0 |
Proceeds from intercompany investing activities | 49 | |
Repayments of intercompany investing activities | (3,696) | (72) |
Reduction in investment in subsidiaries | 3,600 | |
Additional investment in subsidiaries | (4,600) | (274) |
Net cash from/(used in) investing activities | (4,705) | (301) |
CASH FLOWS FROM FINANCING ACTIVITIES | ||
Debt issuance costs | (14) | 0 |
Net (payments on)/draw down of revolving credit facility | (393) | 220 |
Senior notes issued | 1,606 | |
Proceeds from issue of other debt | 400 | |
Repayments of debt | (1,026) | (8) |
Repurchase of shares | 0 | 0 |
Proceeds from issuance of shares and excess tax benefit | 0 | 0 |
Dividends paid | 0 | 0 |
Acquisitions of and dividends paid to noncontrolling interests | 0 | 0 |
Proceeds from intercompany financing activities | 4,611 | 216 |
Repayments of intercompany financing activities | (189) | |
Net cash provided by (used in) financing activities | 5,184 | 239 |
(DECREASE) INCREASE IN CASH AND CASH EQUIVALENTS | 61 | 0 |
Effect of exchange rate changes on cash and cash equivalents | 0 | 0 |
CASH AND CASH EQUIVALENTS, BEGINNING OF PERIOD | 2 | 2 |
CASH AND CASH EQUIVALENTS, END OF PERIOD | 63 | 2 |
The Issuer | Reportable Legal Entities | ||
Condensed Financial Statements, Captions [Line Items] | ||
NET CASH FROM (USED IN) OPERATING ACTIVITIES | (187) | 17 |
CASH FLOWS FROM/(USED IN) INVESTING ACTIVITIES | ||
Additions to fixed assets and software for internal use | (5) | (5) |
Capitalized software costs | 0 | |
Acquisitions of operations, net of cash acquired | 0 | 0 |
Redemptions of held-to-maturity investments | 0 | |
Sales and redemptions of available for sale securities | 0 | |
Other, net | 0 | 0 |
Proceeds from intercompany investing activities | 0 | |
Repayments of intercompany investing activities | 0 | (14) |
Reduction in investment in subsidiaries | 0 | |
Additional investment in subsidiaries | 0 | 0 |
Net cash from/(used in) investing activities | (5) | (19) |
CASH FLOWS FROM FINANCING ACTIVITIES | ||
Debt issuance costs | 0 | 0 |
Net (payments on)/draw down of revolving credit facility | 0 | 0 |
Senior notes issued | 0 | |
Proceeds from issue of other debt | 0 | |
Repayments of debt | 0 | 0 |
Repurchase of shares | 0 | 0 |
Proceeds from issuance of shares and excess tax benefit | 0 | 0 |
Dividends paid | 0 | 0 |
Acquisitions of and dividends paid to noncontrolling interests | 0 | 0 |
Proceeds from intercompany financing activities | 192 | 2 |
Repayments of intercompany financing activities | 0 | |
Net cash provided by (used in) financing activities | 192 | 2 |
(DECREASE) INCREASE IN CASH AND CASH EQUIVALENTS | 0 | 0 |
Effect of exchange rate changes on cash and cash equivalents | 0 | 0 |
CASH AND CASH EQUIVALENTS, BEGINNING OF PERIOD | 0 | 0 |
CASH AND CASH EQUIVALENTS, END OF PERIOD | 0 | 0 |
Other | Reportable Legal Entities | ||
Condensed Financial Statements, Captions [Line Items] | ||
NET CASH FROM (USED IN) OPERATING ACTIVITIES | 991 | (68) |
CASH FLOWS FROM/(USED IN) INVESTING ACTIVITIES | ||
Additions to fixed assets and software for internal use | (78) | (38) |
Capitalized software costs | (42) | |
Acquisitions of operations, net of cash acquired | 419 | (228) |
Redemptions of held-to-maturity investments | 11 | |
Sales and redemptions of available for sale securities | 11 | |
Other, net | 1 | 27 |
Proceeds from intercompany investing activities | 153 | |
Repayments of intercompany investing activities | (696) | (218) |
Reduction in investment in subsidiaries | 0 | |
Additional investment in subsidiaries | (3,600) | 0 |
Net cash from/(used in) investing activities | (3,974) | (304) |
CASH FLOWS FROM FINANCING ACTIVITIES | ||
Debt issuance costs | 0 | (1) |
Net (payments on)/draw down of revolving credit facility | 0 | 0 |
Senior notes issued | 0 | |
Proceeds from issue of other debt | 4 | |
Repayments of debt | (500) | 0 |
Repurchase of shares | 0 | 0 |
Proceeds from issuance of shares and excess tax benefit | 0 | 279 |
Dividends paid | (1) | 0 |
Acquisitions of and dividends paid to noncontrolling interests | (15) | (8) |
Proceeds from intercompany financing activities | 3,857 | 86 |
Repayments of intercompany financing activities | (118) | |
Net cash provided by (used in) financing activities | 3,345 | 238 |
(DECREASE) INCREASE IN CASH AND CASH EQUIVALENTS | 362 | (134) |
Effect of exchange rate changes on cash and cash equivalents | (3) | (15) |
CASH AND CASH EQUIVALENTS, BEGINNING OF PERIOD | 527 | 624 |
CASH AND CASH EQUIVALENTS, END OF PERIOD | $ 886 | $ 475 |
Financial Information for Par85
Financial Information for Parent Issuer, Guarantor Subsidiaries and Non-Guarantor Subsidiaries - Narrative (Details) - USD ($) | Mar. 15, 2016 | Jun. 30, 2016 | Mar. 17, 2011 |
Senior Notes | 5.750% senior notes due 2021 | |||
Debt Instrument [Line Items] | |||
Face amount of note | $ 800,000,000 | ||
Long-term debt | $ 500,000,000 | ||
Repayments of debt | $ 300,000,000 | ||
The Guarantors | |||
Debt Instrument [Line Items] | |||
Subsidiary, ownership percentage by parent | 100.00% |
Financial Information for Par86
Financial Information for Parent Issuer, Guarantor Subsidiaries and Non-Guarantor Subsidiaries - Unaudited Condensed Consolidated Statement of Operations (Details) - USD ($) $ in Millions | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2016 | Jun. 30, 2015 | Jun. 30, 2016 | Jun. 30, 2015 | |
Condensed Financial Statements, Captions [Line Items] | ||||
Commissions and fees | $ 1,894 | $ 917 | $ 4,113 | $ 1,998 |
Interest and other income | 55 | 5 | 70 | 11 |
Total revenues | 1,949 | 922 | 4,183 | 2,009 |
Salaries and benefits | (1,201) | (561) | (2,397) | (1,128) |
Other operating expenses | (373) | (179) | (804) | (339) |
Depreciation | (44) | (23) | (87) | (45) |
Amortization | (125) | (16) | (286) | (30) |
Restructuring costs | (41) | (38) | (66) | (69) |
Integration expenses | (29) | 0 | (81) | 0 |
Total costs of providing services | (1,813) | (817) | (3,721) | (1,611) |
Income from operations | 136 | 105 | 462 | 398 |
Income from Group undertakings | 0 | 0 | 0 | 0 |
Expenses due to Group undertakings | 0 | 0 | 0 | 0 |
Interest expense | (47) | (35) | (93) | (68) |
Other (income)/expense, net | 6 | 23 | (12) | 17 |
INCOME FROM CONTINUING OPERATIONS BEFORE INCOME TAXES AND INTEREST IN EARNINGS OF ASSOCIATES | 95 | 93 | 357 | 347 |
Provision for income taxes | (19) | (19) | (37) | (75) |
INCOME FROM CONTINUING OPERATIONS BEFORE INTEREST IN EARNINGS OF ASSOCIATES | 76 | 74 | 320 | 272 |
Interest in (loss)/earnings of associates, net of tax | 0 | 2 | (1) | (14) |
Equity account for subsidiaries | 0 | 0 | 0 | 0 |
NET INCOME | 76 | 72 | 321 | 286 |
Income attributable to non-controlling interests | (4) | (2) | (11) | (6) |
NET INCOME ATTRIBUTABLE TO WILLIS TOWERS WATSON | 72 | 70 | 310 | 280 |
Consolidating adjustments | Parent Issuer [Member] | ||||
Condensed Financial Statements, Captions [Line Items] | ||||
Commissions and fees | 0 | 0 | 0 | 0 |
Interest and other income | 0 | 0 | 0 | 0 |
Total revenues | 0 | 0 | 0 | 0 |
Salaries and benefits | 0 | 0 | 0 | 0 |
Other operating expenses | 0 | 0 | 0 | 0 |
Depreciation | 0 | 0 | 0 | 0 |
Amortization | 0 | 0 | 0 | 0 |
Restructuring costs | 0 | 0 | 0 | 0 |
Integration expenses | 0 | 0 | ||
Total costs of providing services | 0 | 0 | 0 | 0 |
Income from operations | 0 | 0 | 0 | 0 |
Income from Group undertakings | (195) | (108) | (372) | (216) |
Expenses due to Group undertakings | 195 | 108 | 372 | 216 |
Interest expense | 0 | 0 | 0 | 0 |
Other (income)/expense, net | 0 | 0 | 0 | 1 |
INCOME FROM CONTINUING OPERATIONS BEFORE INCOME TAXES AND INTEREST IN EARNINGS OF ASSOCIATES | 0 | 0 | 0 | 1 |
Provision for income taxes | 0 | 0 | 0 | 0 |
INCOME FROM CONTINUING OPERATIONS BEFORE INTEREST IN EARNINGS OF ASSOCIATES | 0 | 0 | 0 | 1 |
Interest in (loss)/earnings of associates, net of tax | 0 | 0 | 0 | 0 |
Equity account for subsidiaries | (108) | (177) | (614) | (652) |
NET INCOME | (108) | (177) | (614) | (651) |
Income attributable to non-controlling interests | 0 | 0 | 0 | 0 |
NET INCOME ATTRIBUTABLE TO WILLIS TOWERS WATSON | (108) | (177) | (614) | (651) |
Willis Towers Watson — the Parent Issuer | Reportable Legal Entities | ||||
Condensed Financial Statements, Captions [Line Items] | ||||
Commissions and fees | 0 | 0 | 0 | 0 |
Interest and other income | 0 | 0 | 0 | 0 |
Total revenues | 0 | 0 | 0 | 0 |
Salaries and benefits | (1) | (1) | (1) | (1) |
Other operating expenses | (2) | 0 | (3) | (9) |
Depreciation | 0 | 0 | 0 | 0 |
Amortization | 0 | 0 | 0 | 0 |
Restructuring costs | 0 | 0 | 0 | 0 |
Integration expenses | 1 | 0 | 0 | 0 |
Total costs of providing services | (2) | (1) | (4) | (10) |
Income from operations | (2) | (1) | (4) | (10) |
Income from Group undertakings | 0 | 0 | 0 | 0 |
Expenses due to Group undertakings | 0 | 0 | 0 | 0 |
Interest expense | (6) | (10) | (17) | (21) |
Other (income)/expense, net | 0 | 4 | (1) | (8) |
INCOME FROM CONTINUING OPERATIONS BEFORE INCOME TAXES AND INTEREST IN EARNINGS OF ASSOCIATES | (8) | (7) | (22) | (39) |
Provision for income taxes | 0 | 0 | 0 | 0 |
INCOME FROM CONTINUING OPERATIONS BEFORE INTEREST IN EARNINGS OF ASSOCIATES | (8) | (7) | (22) | (39) |
Interest in (loss)/earnings of associates, net of tax | 0 | 0 | 0 | 0 |
Equity account for subsidiaries | 80 | 77 | 332 | 319 |
NET INCOME | 72 | 70 | 310 | 280 |
Income attributable to non-controlling interests | 0 | 0 | 0 | 0 |
NET INCOME ATTRIBUTABLE TO WILLIS TOWERS WATSON | 72 | 70 | 310 | 280 |
The Guarantors | Reportable Legal Entities | ||||
Condensed Financial Statements, Captions [Line Items] | ||||
Commissions and fees | 4 | 0 | 11 | 4 |
Interest and other income | 1 | 0 | 1 | 0 |
Total revenues | 5 | 0 | 12 | 4 |
Salaries and benefits | (11) | (22) | (25) | (42) |
Other operating expenses | (36) | (50) | (129) | (66) |
Depreciation | (4) | (6) | (9) | (11) |
Amortization | 0 | 0 | 0 | 0 |
Restructuring costs | (14) | (8) | (27) | (27) |
Integration expenses | (4) | (22) | ||
Total costs of providing services | (69) | (86) | (212) | (146) |
Income from operations | (64) | (86) | (200) | (142) |
Income from Group undertakings | 155 | 84 | 302 | 167 |
Expenses due to Group undertakings | (42) | (24) | (71) | (49) |
Interest expense | (35) | (20) | (62) | (40) |
Other (income)/expense, net | 2 | (6) | 2 | 0 |
INCOME FROM CONTINUING OPERATIONS BEFORE INCOME TAXES AND INTEREST IN EARNINGS OF ASSOCIATES | 16 | (52) | (29) | (64) |
Provision for income taxes | 13 | 25 | 54 | 39 |
INCOME FROM CONTINUING OPERATIONS BEFORE INTEREST IN EARNINGS OF ASSOCIATES | 29 | (27) | 25 | (25) |
Interest in (loss)/earnings of associates, net of tax | 0 | (2) | 0 | (4) |
Equity account for subsidiaries | 28 | 100 | 282 | 333 |
NET INCOME | 57 | 75 | 307 | 312 |
Income attributable to non-controlling interests | 0 | 0 | 0 | 0 |
NET INCOME ATTRIBUTABLE TO WILLIS TOWERS WATSON | 57 | 75 | 307 | 312 |
Other | Reportable Legal Entities | ||||
Condensed Financial Statements, Captions [Line Items] | ||||
Commissions and fees | 1,890 | 917 | 4,102 | 1,994 |
Interest and other income | 54 | 5 | 69 | 11 |
Total revenues | 1,944 | 922 | 4,171 | 2,005 |
Salaries and benefits | (1,189) | (538) | (2,371) | (1,085) |
Other operating expenses | (335) | (129) | (672) | (264) |
Depreciation | (40) | (17) | (78) | (34) |
Amortization | (125) | (16) | (286) | (30) |
Restructuring costs | (27) | (30) | (39) | (42) |
Integration expenses | (26) | (59) | ||
Total costs of providing services | (1,742) | (730) | (3,505) | (1,455) |
Income from operations | 202 | 192 | 666 | 550 |
Income from Group undertakings | 40 | 24 | 70 | 49 |
Expenses due to Group undertakings | (153) | (84) | (301) | (167) |
Interest expense | (6) | (5) | (14) | (7) |
Other (income)/expense, net | 4 | 25 | (13) | 24 |
INCOME FROM CONTINUING OPERATIONS BEFORE INCOME TAXES AND INTEREST IN EARNINGS OF ASSOCIATES | 87 | 152 | 408 | 449 |
Provision for income taxes | (32) | (44) | (91) | (114) |
INCOME FROM CONTINUING OPERATIONS BEFORE INTEREST IN EARNINGS OF ASSOCIATES | 55 | 108 | 317 | 335 |
Interest in (loss)/earnings of associates, net of tax | 0 | 4 | (1) | (10) |
Equity account for subsidiaries | 0 | 0 | 0 | 0 |
NET INCOME | 55 | 104 | 318 | 345 |
Income attributable to non-controlling interests | (4) | (2) | (11) | (6) |
NET INCOME ATTRIBUTABLE TO WILLIS TOWERS WATSON | $ 51 | $ 102 | $ 307 | $ 339 |
Financial Information for Par87
Financial Information for Parent Issuer, Guarantor Subsidiaries and Non-Guarantor Subsidiaries - Unaudited Condensed Consolidated Statement of Comprehensive Income (Details) - USD ($) $ in Millions | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2016 | Jun. 30, 2015 | Jun. 30, 2016 | Jun. 30, 2015 | |
Condensed Financial Statements, Captions [Line Items] | ||||
Comprehensive (loss)/income before non-controlling interests | $ (62) | $ 156 | $ 169 | $ 477 |
Less: Comprehensive loss/(income) attributable to non-controlling interest | 6 | (6) | (3) | (3) |
Comprehensive (loss)/income attributable to Willis Towers Watson | (56) | 150 | 166 | 474 |
Consolidating adjustments | Parent Issuer [Member] | ||||
Condensed Financial Statements, Captions [Line Items] | ||||
Comprehensive (loss)/income before non-controlling interests | 126 | (324) | (338) | (1,051) |
Less: Comprehensive loss/(income) attributable to non-controlling interest | 0 | 0 | 0 | 0 |
Comprehensive (loss)/income attributable to Willis Towers Watson | 126 | (324) | (338) | (1,051) |
Willis Towers Watson — the Parent Issuer | Reportable Legal Entities | ||||
Condensed Financial Statements, Captions [Line Items] | ||||
Comprehensive (loss)/income before non-controlling interests | (56) | 150 | 166 | 474 |
Less: Comprehensive loss/(income) attributable to non-controlling interest | 0 | 0 | 0 | 0 |
Comprehensive (loss)/income attributable to Willis Towers Watson | (56) | 150 | 166 | 474 |
The Guarantors | Reportable Legal Entities | ||||
Condensed Financial Statements, Captions [Line Items] | ||||
Comprehensive (loss)/income before non-controlling interests | (70) | 154 | 162 | 508 |
Less: Comprehensive loss/(income) attributable to non-controlling interest | 0 | 0 | 0 | 0 |
Comprehensive (loss)/income attributable to Willis Towers Watson | (70) | 154 | 162 | 508 |
Other | Reportable Legal Entities | ||||
Condensed Financial Statements, Captions [Line Items] | ||||
Comprehensive (loss)/income before non-controlling interests | (62) | 176 | 179 | 546 |
Less: Comprehensive loss/(income) attributable to non-controlling interest | 6 | (6) | (3) | (3) |
Comprehensive (loss)/income attributable to Willis Towers Watson | $ (56) | $ 170 | $ 176 | $ 543 |
Financial Information for Par88
Financial Information for Parent Issuer, Guarantor Subsidiaries and Non-Guarantor Subsidiaries - Unaudited Condensed Consolidated Balance Sheet (Details) - USD ($) $ in Millions | Jun. 30, 2016 | Dec. 31, 2015 | Jun. 30, 2015 | Dec. 31, 2014 |
Condensed Financial Statements, Captions [Line Items] | ||||
Cash and cash equivalents | $ 949 | $ 532 | $ 483 | $ 635 |
Fiduciary assets | 11,767 | 10,458 | ||
Accounts receivable, net | 2,187 | 1,258 | ||
Prepaid and other current assets | 327 | 255 | ||
Amounts due from group undertakings | 0 | 0 | ||
Total current assets | 15,230 | 12,503 | ||
Investments in subsidiaries | 0 | 0 | ||
Fixed assets, net | 794 | 563 | ||
Goodwill | 10,527 | 3,737 | ||
Other intangible assets, net | 4,713 | 1,115 | ||
Pension benefits assets | 815 | 623 | ||
Other non-current assets | 330 | 298 | ||
Non-current amounts due from group undertakings | 0 | 0 | ||
Total non-current assets | 17,179 | 6,336 | ||
TOTAL ASSETS | 32,409 | 18,839 | ||
Fiduciary liabilities | 11,767 | 10,458 | ||
Deferred revenue and accrued expenses | 1,221 | 752 | ||
Short-term debt and current portion of long-term debt | 528 | 988 | ||
Other current liabilities | 901 | 603 | ||
Amounts due to group undertakings | 0 | 0 | ||
Total current liabilities | 14,417 | 12,801 | ||
Investments in subsidiaries | 0 | |||
Long-term debt | 3,281 | 2,278 | ||
Liability for pension benefits | 1,160 | 279 | ||
Deferred tax liabilities | 1,156 | 240 | ||
Provision for liabilities | 594 | 295 | ||
Other non-current liabilities | 561 | 533 | ||
Amounts due to group undertakings | 0 | 0 | ||
Total non-current liabilities | 6,752 | 3,625 | ||
TOTAL LIABILITIES | 21,169 | 16,426 | ||
REDEEMABLE NONCONTROLLING INTEREST | 52 | 53 | ||
Total Willis Towers Watson shareholders’ equity | 11,050 | 2,229 | ||
Noncontrolling interests | 138 | 131 | ||
Total equity | 11,188 | 2,360 | 2,489 | 2,007 |
TOTAL LIABILITIES AND EQUITY | 32,409 | 18,839 | ||
Consolidating adjustments | Parent Issuer [Member] | ||||
Condensed Financial Statements, Captions [Line Items] | ||||
Cash and cash equivalents | 0 | 0 | 0 | 0 |
Fiduciary assets | 0 | 0 | ||
Accounts receivable, net | 0 | 0 | ||
Prepaid and other current assets | (38) | (7) | ||
Amounts due from group undertakings | (14,317) | (5,939) | ||
Total current assets | (14,355) | (5,946) | ||
Investments in subsidiaries | (13,539) | (4,275) | ||
Fixed assets, net | 0 | 0 | ||
Goodwill | 0 | 0 | ||
Other intangible assets, net | 0 | 0 | ||
Pension benefits assets | 0 | 0 | ||
Other non-current assets | (3) | 0 | ||
Non-current amounts due from group undertakings | (1,729) | (785) | ||
Total non-current assets | (15,271) | (5,060) | ||
TOTAL ASSETS | (29,626) | (11,006) | ||
Fiduciary liabilities | 0 | 0 | ||
Deferred revenue and accrued expenses | 0 | 0 | ||
Short-term debt and current portion of long-term debt | 0 | 0 | ||
Other current liabilities | (38) | (7) | ||
Amounts due to group undertakings | (14,317) | (5,939) | ||
Total current liabilities | (14,355) | (5,946) | ||
Investments in subsidiaries | (387) | |||
Long-term debt | 0 | 0 | ||
Liability for pension benefits | 0 | 0 | ||
Deferred tax liabilities | (3) | 0 | ||
Provision for liabilities | 0 | 0 | ||
Other non-current liabilities | 0 | 0 | ||
Amounts due to group undertakings | (1,729) | (785) | ||
Total non-current liabilities | (1,732) | (1,172) | ||
TOTAL LIABILITIES | (16,087) | (7,118) | ||
REDEEMABLE NONCONTROLLING INTEREST | 0 | 0 | ||
Total Willis Towers Watson shareholders’ equity | (13,539) | (3,888) | ||
Noncontrolling interests | 0 | 0 | ||
Total equity | (13,539) | (3,888) | ||
TOTAL LIABILITIES AND EQUITY | (29,626) | (11,006) | ||
Willis Towers Watson — the Parent Issuer | Reportable Legal Entities | ||||
Condensed Financial Statements, Captions [Line Items] | ||||
Cash and cash equivalents | 0 | 3 | 6 | 9 |
Fiduciary assets | 0 | 0 | ||
Accounts receivable, net | 0 | 0 | ||
Prepaid and other current assets | 0 | 1 | ||
Amounts due from group undertakings | 7,700 | 3,423 | ||
Total current assets | 7,700 | 3,427 | ||
Investments in subsidiaries | 3,951 | 0 | ||
Fixed assets, net | 0 | 0 | ||
Goodwill | 0 | 0 | ||
Other intangible assets, net | 0 | 0 | ||
Pension benefits assets | 0 | 0 | ||
Other non-current assets | 0 | 0 | ||
Non-current amounts due from group undertakings | 0 | 0 | ||
Total non-current assets | 3,951 | 0 | ||
TOTAL ASSETS | 11,651 | 3,427 | ||
Fiduciary liabilities | 0 | 0 | ||
Deferred revenue and accrued expenses | 1 | 1 | ||
Short-term debt and current portion of long-term debt | 0 | 300 | ||
Other current liabilities | 75 | 15 | ||
Amounts due to group undertakings | 30 | 0 | ||
Total current liabilities | 106 | 316 | ||
Investments in subsidiaries | 387 | |||
Long-term debt | 495 | 495 | ||
Liability for pension benefits | 0 | 0 | ||
Deferred tax liabilities | 0 | 0 | ||
Provision for liabilities | 0 | 0 | ||
Other non-current liabilities | 0 | 0 | ||
Amounts due to group undertakings | 0 | 0 | ||
Total non-current liabilities | 495 | 882 | ||
TOTAL LIABILITIES | 601 | 1,198 | ||
REDEEMABLE NONCONTROLLING INTEREST | 0 | 0 | ||
Total Willis Towers Watson shareholders’ equity | 11,050 | 2,229 | ||
Noncontrolling interests | 0 | 0 | ||
Total equity | 11,050 | 2,229 | ||
TOTAL LIABILITIES AND EQUITY | 11,651 | 3,427 | ||
The Guarantors | Reportable Legal Entities | ||||
Condensed Financial Statements, Captions [Line Items] | ||||
Cash and cash equivalents | 63 | 2 | 2 | 2 |
Fiduciary assets | 0 | 0 | ||
Accounts receivable, net | 4 | 7 | ||
Prepaid and other current assets | 85 | 67 | ||
Amounts due from group undertakings | 4,695 | 1,257 | ||
Total current assets | 4,847 | 1,333 | ||
Investments in subsidiaries | 9,588 | 4,275 | ||
Fixed assets, net | 64 | 58 | ||
Goodwill | 0 | 0 | ||
Other intangible assets, net | 0 | 0 | ||
Pension benefits assets | 0 | 0 | ||
Other non-current assets | 58 | 10 | ||
Non-current amounts due from group undertakings | 1,729 | 785 | ||
Total non-current assets | 11,439 | 5,128 | ||
TOTAL ASSETS | 16,286 | 6,461 | ||
Fiduciary liabilities | 0 | 0 | ||
Deferred revenue and accrued expenses | 34 | 68 | ||
Short-term debt and current portion of long-term debt | 416 | 609 | ||
Other current liabilities | 94 | 61 | ||
Amounts due to group undertakings | 8,689 | 4,437 | ||
Total current liabilities | 9,233 | 5,175 | ||
Investments in subsidiaries | 0 | |||
Long-term debt | 2,575 | 1,783 | ||
Liability for pension benefits | 0 | 0 | ||
Deferred tax liabilities | 1 | 1 | ||
Provision for liabilities | 120 | 0 | ||
Other non-current liabilities | 61 | 36 | ||
Amounts due to group undertakings | 519 | 0 | ||
Total non-current liabilities | 3,276 | 1,820 | ||
TOTAL LIABILITIES | 12,509 | 6,995 | ||
REDEEMABLE NONCONTROLLING INTEREST | 0 | 0 | ||
Total Willis Towers Watson shareholders’ equity | 3,777 | (534) | ||
Noncontrolling interests | 0 | 0 | ||
Total equity | 3,777 | (534) | ||
TOTAL LIABILITIES AND EQUITY | 16,286 | 6,461 | ||
Other | Reportable Legal Entities | ||||
Condensed Financial Statements, Captions [Line Items] | ||||
Cash and cash equivalents | 886 | 527 | $ 475 | $ 624 |
Fiduciary assets | 11,767 | 10,458 | ||
Accounts receivable, net | 2,183 | 1,251 | ||
Prepaid and other current assets | 280 | 194 | ||
Amounts due from group undertakings | 1,922 | 1,259 | ||
Total current assets | 17,038 | 13,689 | ||
Investments in subsidiaries | 0 | 0 | ||
Fixed assets, net | 730 | 505 | ||
Goodwill | 10,527 | 3,737 | ||
Other intangible assets, net | 4,713 | 1,115 | ||
Pension benefits assets | 815 | 623 | ||
Other non-current assets | 275 | 288 | ||
Non-current amounts due from group undertakings | 0 | 0 | ||
Total non-current assets | 17,060 | 6,268 | ||
TOTAL ASSETS | 34,098 | 19,957 | ||
Fiduciary liabilities | 11,767 | 10,458 | ||
Deferred revenue and accrued expenses | 1,186 | 683 | ||
Short-term debt and current portion of long-term debt | 112 | 79 | ||
Other current liabilities | 770 | 534 | ||
Amounts due to group undertakings | 5,598 | 1,502 | ||
Total current liabilities | 19,433 | 13,256 | ||
Investments in subsidiaries | 0 | |||
Long-term debt | 211 | 0 | ||
Liability for pension benefits | 1,160 | 279 | ||
Deferred tax liabilities | 1,158 | 239 | ||
Provision for liabilities | 474 | 295 | ||
Other non-current liabilities | 500 | 497 | ||
Amounts due to group undertakings | 1,210 | 785 | ||
Total non-current liabilities | 4,713 | 2,095 | ||
TOTAL LIABILITIES | 24,146 | 15,351 | ||
REDEEMABLE NONCONTROLLING INTEREST | 52 | 53 | ||
Total Willis Towers Watson shareholders’ equity | 9,762 | 4,422 | ||
Noncontrolling interests | 138 | 131 | ||
Total equity | 9,900 | 4,553 | ||
TOTAL LIABILITIES AND EQUITY | $ 34,098 | $ 19,957 |
Financial Information for Par89
Financial Information for Parent Issuer, Guarantor Subsidiaries and Non-Guarantor Subsidiaries - Unaudited Condensed Consolidated Statement of Cash Flows (Details) - USD ($) $ in Millions | 6 Months Ended | |
Jun. 30, 2016 | Jun. 30, 2015 | |
Condensed Financial Statements, Captions [Line Items] | ||
NET CASH FROM (USED IN) OPERATING ACTIVITIES | $ 427 | $ 7 |
Additions to fixed assets and software for internal use | (92) | (47) |
Capitalized software costs | (42) | 0 |
Acquisitions of operations, net of cash acquired | 419 | (228) |
Redemptions of held-to-maturity investments | 11 | 0 |
Sales and redemptions of available for sale securities | 11 | 0 |
Other, net | 1 | 27 |
Proceeds from intercompany investing activities | 0 | 0 |
Repayments of intercompany investing activities | 0 | 0 |
Reduction in investment in subsidiaries | 0 | |
Additional investment in subsidiaries | 0 | 0 |
Net cash from/(used in) investing activities | 308 | (248) |
Debt issuance costs | (14) | (1) |
Net (payments on)/draw down of revolving credit facility | (393) | 220 |
Senior notes issued | 1,606 | 0 |
Proceeds from issue of other debt | 404 | 0 |
Repayments of debt | (1,826) | (8) |
Repurchase of shares | (38) | (79) |
Proceeds from issuance of shares and excess tax benefit | 28 | 89 |
Dividends paid | (67) | (109) |
Acquisitions of and dividends paid to noncontrolling interests | (15) | (8) |
Proceeds from intercompany financing activities | 0 | 0 |
Repayments of intercompany financing activities | 0 | 0 |
Net cash provided by (used in) financing activities | (315) | 104 |
(DECREASE) INCREASE IN CASH AND CASH EQUIVALENTS | 420 | (137) |
Effect of exchange rate changes on cash and cash equivalents | (3) | (15) |
CASH AND CASH EQUIVALENTS, BEGINNING OF PERIOD | 532 | 635 |
CASH AND CASH EQUIVALENTS, END OF PERIOD | 949 | 483 |
Consolidating adjustments | Parent Issuer [Member] | ||
Condensed Financial Statements, Captions [Line Items] | ||
NET CASH FROM (USED IN) OPERATING ACTIVITIES | (1) | 0 |
Additions to fixed assets and software for internal use | 0 | 0 |
Capitalized software costs | 0 | |
Acquisitions of operations, net of cash acquired | 0 | 0 |
Redemptions of held-to-maturity investments | 0 | |
Sales and redemptions of available for sale securities | 0 | |
Other, net | 0 | 0 |
Proceeds from intercompany investing activities | (307) | |
Repayments of intercompany investing activities | 8,660 | 304 |
Reduction in investment in subsidiaries | (8,200) | |
Additional investment in subsidiaries | 8,200 | 274 |
Net cash from/(used in) investing activities | 8,660 | 271 |
Debt issuance costs | 0 | 0 |
Net (payments on)/draw down of revolving credit facility | 0 | 0 |
Senior notes issued | 0 | |
Proceeds from issue of other debt | 0 | |
Repayments of debt | 0 | 0 |
Repurchase of shares | 0 | 0 |
Proceeds from issuance of shares and excess tax benefit | 0 | (274) |
Dividends paid | 1 | 0 |
Acquisitions of and dividends paid to noncontrolling interests | 0 | 0 |
Proceeds from intercompany financing activities | (8,660) | (304) |
Repayments of intercompany financing activities | 307 | |
Net cash provided by (used in) financing activities | (8,659) | (271) |
(DECREASE) INCREASE IN CASH AND CASH EQUIVALENTS | 0 | 0 |
Effect of exchange rate changes on cash and cash equivalents | 0 | 0 |
CASH AND CASH EQUIVALENTS, BEGINNING OF PERIOD | 0 | 0 |
CASH AND CASH EQUIVALENTS, END OF PERIOD | 0 | 0 |
Willis Towers Watson — the Parent Issuer | Reportable Legal Entities | ||
Condensed Financial Statements, Captions [Line Items] | ||
NET CASH FROM (USED IN) OPERATING ACTIVITIES | 42 | (4) |
Additions to fixed assets and software for internal use | 0 | 0 |
Capitalized software costs | 0 | |
Acquisitions of operations, net of cash acquired | 0 | 0 |
Redemptions of held-to-maturity investments | 0 | |
Sales and redemptions of available for sale securities | 0 | |
Other, net | 0 | 0 |
Proceeds from intercompany investing activities | 0 | 105 |
Repayments of intercompany investing activities | (4,268) | 0 |
Reduction in investment in subsidiaries | 4,600 | |
Additional investment in subsidiaries | 0 | 0 |
Net cash from/(used in) investing activities | 332 | 105 |
Debt issuance costs | 0 | 0 |
Net (payments on)/draw down of revolving credit facility | 0 | 0 |
Senior notes issued | 0 | |
Proceeds from issue of other debt | 0 | |
Repayments of debt | (300) | 0 |
Repurchase of shares | (38) | (79) |
Proceeds from issuance of shares and excess tax benefit | 28 | 84 |
Dividends paid | (67) | (109) |
Acquisitions of and dividends paid to noncontrolling interests | 0 | 0 |
Proceeds from intercompany financing activities | 0 | 0 |
Repayments of intercompany financing activities | 0 | 0 |
Net cash provided by (used in) financing activities | (377) | (104) |
(DECREASE) INCREASE IN CASH AND CASH EQUIVALENTS | (3) | (3) |
Effect of exchange rate changes on cash and cash equivalents | 0 | 0 |
CASH AND CASH EQUIVALENTS, BEGINNING OF PERIOD | 3 | 9 |
CASH AND CASH EQUIVALENTS, END OF PERIOD | 0 | 6 |
The Guarantors | Reportable Legal Entities | ||
Condensed Financial Statements, Captions [Line Items] | ||
NET CASH FROM (USED IN) OPERATING ACTIVITIES | (605) | 79 |
Additions to fixed assets and software for internal use | (14) | (9) |
Capitalized software costs | 0 | |
Acquisitions of operations, net of cash acquired | 0 | 0 |
Redemptions of held-to-maturity investments | 0 | |
Sales and redemptions of available for sale securities | 0 | |
Other, net | 0 | 0 |
Proceeds from intercompany investing activities | 49 | |
Repayments of intercompany investing activities | (3,696) | (86) |
Reduction in investment in subsidiaries | 3,600 | |
Additional investment in subsidiaries | (4,600) | (274) |
Net cash from/(used in) investing activities | (4,710) | (320) |
Debt issuance costs | (14) | 0 |
Net (payments on)/draw down of revolving credit facility | (393) | 220 |
Senior notes issued | 1,606 | |
Proceeds from issue of other debt | 400 | |
Repayments of debt | (1,026) | (8) |
Repurchase of shares | 0 | 0 |
Proceeds from issuance of shares and excess tax benefit | 0 | 0 |
Dividends paid | 0 | 0 |
Acquisitions of and dividends paid to noncontrolling interests | 0 | 0 |
Proceeds from intercompany financing activities | 4,803 | 218 |
Repayments of intercompany financing activities | (189) | |
Net cash provided by (used in) financing activities | 5,376 | 241 |
(DECREASE) INCREASE IN CASH AND CASH EQUIVALENTS | 61 | 0 |
Effect of exchange rate changes on cash and cash equivalents | 0 | 0 |
CASH AND CASH EQUIVALENTS, BEGINNING OF PERIOD | 2 | 2 |
CASH AND CASH EQUIVALENTS, END OF PERIOD | 63 | 2 |
Other | Reportable Legal Entities | ||
Condensed Financial Statements, Captions [Line Items] | ||
NET CASH FROM (USED IN) OPERATING ACTIVITIES | 991 | (68) |
Additions to fixed assets and software for internal use | (78) | (38) |
Capitalized software costs | (42) | |
Acquisitions of operations, net of cash acquired | 419 | (228) |
Redemptions of held-to-maturity investments | 11 | |
Sales and redemptions of available for sale securities | 11 | |
Other, net | 1 | 27 |
Proceeds from intercompany investing activities | 153 | |
Repayments of intercompany investing activities | (696) | (218) |
Reduction in investment in subsidiaries | 0 | |
Additional investment in subsidiaries | (3,600) | 0 |
Net cash from/(used in) investing activities | (3,974) | (304) |
Debt issuance costs | 0 | (1) |
Net (payments on)/draw down of revolving credit facility | 0 | 0 |
Senior notes issued | 0 | |
Proceeds from issue of other debt | 4 | |
Repayments of debt | (500) | 0 |
Repurchase of shares | 0 | 0 |
Proceeds from issuance of shares and excess tax benefit | 0 | 279 |
Dividends paid | (1) | 0 |
Acquisitions of and dividends paid to noncontrolling interests | (15) | (8) |
Proceeds from intercompany financing activities | 3,857 | 86 |
Repayments of intercompany financing activities | (118) | |
Net cash provided by (used in) financing activities | 3,345 | 238 |
(DECREASE) INCREASE IN CASH AND CASH EQUIVALENTS | 362 | (134) |
Effect of exchange rate changes on cash and cash equivalents | (3) | (15) |
CASH AND CASH EQUIVALENTS, BEGINNING OF PERIOD | 527 | 624 |
CASH AND CASH EQUIVALENTS, END OF PERIOD | $ 886 | $ 475 |
Financial Information for Iss90
Financial Information for Issuer, Parent Guarantor, Other Guarantor Subsidiaries and Non-Guarantor Subsidiaries - Narrative (Details) - USD ($) | Jun. 30, 2016 | Mar. 15, 2016 | Aug. 15, 2013 |
Trinity Acquisition plc | Senior Notes | |||
Debt Instrument [Line Items] | |||
Face amount of note | $ 2,134,000,000 | $ 1,000,000,000 | $ 525,000,000 |
The Other Guarantors | |||
Debt Instrument [Line Items] | |||
Subsidiary, ownership percentage by parent | 100.00% |
Financial Information for Iss91
Financial Information for Issuer, Parent Guarantor, Other Guarantor Subsidiaries and Non-Guarantor Subsidiaries - Unaudited Condensed Consolidated Statement of Operations (Details) - USD ($) $ in Millions | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2016 | Jun. 30, 2015 | Jun. 30, 2016 | Jun. 30, 2015 | |
Condensed Financial Statements, Captions [Line Items] | ||||
Commissions and fees | $ 1,894 | $ 917 | $ 4,113 | $ 1,998 |
Interest and other income | 55 | 5 | 70 | 11 |
Total revenues | 1,949 | 922 | 4,183 | 2,009 |
Salaries and benefits | (1,201) | (561) | (2,397) | (1,128) |
Other operating expenses | (373) | (179) | (804) | (339) |
Depreciation | (44) | (23) | (87) | (45) |
Amortization | (125) | (16) | (286) | (30) |
Restructuring costs | (41) | (38) | (66) | (69) |
Integration expenses | (29) | 0 | (81) | 0 |
Total costs of providing services | (1,813) | (817) | (3,721) | (1,611) |
Income from operations | 136 | 105 | 462 | 398 |
Income from Group undertakings | 0 | 0 | 0 | 0 |
Expenses due to Group undertakings | 0 | 0 | 0 | 0 |
Interest expense | (47) | (35) | (93) | (68) |
Other (income)/expense, net | 6 | 23 | (12) | 17 |
INCOME FROM CONTINUING OPERATIONS BEFORE INCOME TAXES AND INTEREST IN EARNINGS OF ASSOCIATES | 95 | 93 | 357 | 347 |
Provision for income taxes | (19) | (19) | (37) | (75) |
INCOME FROM CONTINUING OPERATIONS BEFORE INTEREST IN EARNINGS OF ASSOCIATES | 76 | 74 | 320 | 272 |
Interest in (loss)/earnings of associates, net of tax | 0 | 2 | (1) | (14) |
Equity account for subsidiaries | 0 | 0 | 0 | 0 |
NET INCOME | 76 | 72 | 321 | 286 |
Income attributable to non-controlling interests | (4) | (2) | (11) | (6) |
NET INCOME ATTRIBUTABLE TO WILLIS TOWERS WATSON | 72 | 70 | 310 | 280 |
Consolidating adjustments | Issuer [Member] | ||||
Condensed Financial Statements, Captions [Line Items] | ||||
Commissions and fees | 0 | 0 | 0 | 0 |
Interest and other income | 0 | 0 | 0 | 0 |
Total revenues | 0 | 0 | 0 | 0 |
Salaries and benefits | 0 | 0 | 0 | 0 |
Other operating expenses | 0 | 0 | 0 | 0 |
Depreciation | 0 | 0 | 0 | 0 |
Amortization | 0 | 0 | 0 | 0 |
Restructuring costs | 0 | 0 | 0 | 0 |
Integration expenses | 0 | 0 | 0 | 0 |
Total costs of providing services | 0 | 0 | 0 | 0 |
Income from operations | 0 | 0 | 0 | 0 |
Income from Group undertakings | (223) | (137) | (430) | (274) |
Expenses due to Group undertakings | 223 | 137 | 430 | 274 |
Interest expense | 0 | 0 | 0 | 0 |
Other (income)/expense, net | 0 | 0 | 0 | 1 |
INCOME FROM CONTINUING OPERATIONS BEFORE INCOME TAXES AND INTEREST IN EARNINGS OF ASSOCIATES | 0 | 0 | 0 | 1 |
Provision for income taxes | 0 | 0 | 0 | 0 |
INCOME FROM CONTINUING OPERATIONS BEFORE INTEREST IN EARNINGS OF ASSOCIATES | 0 | 0 | 0 | 1 |
Interest in (loss)/earnings of associates, net of tax | 0 | 0 | 0 | 0 |
Equity account for subsidiaries | (47) | (233) | (732) | (922) |
NET INCOME | (47) | (233) | (732) | (921) |
Income attributable to non-controlling interests | 0 | 0 | 0 | 0 |
NET INCOME ATTRIBUTABLE TO WILLIS TOWERS WATSON | (47) | (233) | (732) | (921) |
Willis Towers Watson | Reportable Legal Entities | ||||
Condensed Financial Statements, Captions [Line Items] | ||||
Commissions and fees | 0 | 0 | 0 | 0 |
Interest and other income | 0 | 0 | 0 | 0 |
Total revenues | 0 | 0 | 0 | 0 |
Salaries and benefits | (1) | (1) | (1) | (1) |
Other operating expenses | (2) | 0 | (3) | (9) |
Depreciation | 0 | 0 | 0 | 0 |
Amortization | 0 | 0 | 0 | 0 |
Restructuring costs | 0 | 0 | 0 | 0 |
Integration expenses | 1 | 0 | 0 | 0 |
Total costs of providing services | (2) | (1) | (4) | (10) |
Income from operations | (2) | (1) | (4) | (10) |
Income from Group undertakings | 0 | 0 | 0 | 0 |
Expenses due to Group undertakings | 0 | 0 | 0 | 0 |
Interest expense | (6) | (10) | (17) | (21) |
Other (income)/expense, net | 0 | 4 | (1) | (8) |
INCOME FROM CONTINUING OPERATIONS BEFORE INCOME TAXES AND INTEREST IN EARNINGS OF ASSOCIATES | (8) | (7) | (22) | (39) |
Provision for income taxes | 0 | 0 | 0 | 0 |
INCOME FROM CONTINUING OPERATIONS BEFORE INTEREST IN EARNINGS OF ASSOCIATES | (8) | (7) | (22) | (39) |
Interest in (loss)/earnings of associates, net of tax | 0 | 0 | 0 | 0 |
Equity account for subsidiaries | 80 | 77 | 332 | 319 |
NET INCOME | 72 | 70 | 310 | 280 |
Income attributable to non-controlling interests | 0 | 0 | 0 | 0 |
NET INCOME ATTRIBUTABLE TO WILLIS TOWERS WATSON | 72 | 70 | 310 | 280 |
The Other Guarantors | Reportable Legal Entities | ||||
Condensed Financial Statements, Captions [Line Items] | ||||
Commissions and fees | 4 | 0 | 11 | 4 |
Interest and other income | 1 | 0 | 1 | 0 |
Total revenues | 5 | 0 | 12 | 4 |
Salaries and benefits | (11) | (22) | (25) | (42) |
Other operating expenses | (36) | (50) | (129) | (66) |
Depreciation | (4) | (6) | (9) | (11) |
Amortization | 0 | 0 | 0 | 0 |
Restructuring costs | (14) | (8) | (27) | (27) |
Integration expenses | (4) | 0 | (22) | 0 |
Total costs of providing services | (69) | (86) | (212) | (146) |
Income from operations | (64) | (86) | (200) | (142) |
Income from Group undertakings | 150 | 90 | 296 | 180 |
Expenses due to Group undertakings | (64) | (46) | (116) | (93) |
Interest expense | (9) | (10) | (18) | (21) |
Other (income)/expense, net | 2 | (6) | 2 | 0 |
INCOME FROM CONTINUING OPERATIONS BEFORE INCOME TAXES AND INTEREST IN EARNINGS OF ASSOCIATES | 15 | (58) | (36) | (76) |
Provision for income taxes | 13 | 27 | 55 | 42 |
INCOME FROM CONTINUING OPERATIONS BEFORE INTEREST IN EARNINGS OF ASSOCIATES | 28 | (31) | 19 | (34) |
Interest in (loss)/earnings of associates, net of tax | 0 | (2) | 0 | (4) |
Equity account for subsidiaries | 29 | 104 | 288 | 342 |
NET INCOME | 57 | 75 | 307 | 312 |
Income attributable to non-controlling interests | 0 | 0 | 0 | 0 |
NET INCOME ATTRIBUTABLE TO WILLIS TOWERS WATSON | 57 | 75 | 307 | 312 |
The Issuer | Reportable Legal Entities | ||||
Condensed Financial Statements, Captions [Line Items] | ||||
Commissions and fees | 0 | 0 | 0 | 0 |
Interest and other income | 0 | 0 | 0 | 0 |
Total revenues | 0 | 0 | 0 | 0 |
Salaries and benefits | 0 | 0 | 0 | 0 |
Other operating expenses | 0 | 0 | 0 | 0 |
Depreciation | 0 | 0 | 0 | 0 |
Amortization | 0 | 0 | 0 | 0 |
Restructuring costs | 0 | 0 | 0 | 0 |
Integration expenses | 0 | 0 | 0 | 0 |
Total costs of providing services | 0 | 0 | 0 | 0 |
Income from operations | 0 | 0 | 0 | 0 |
Income from Group undertakings | 33 | 23 | 64 | 45 |
Expenses due to Group undertakings | (6) | (7) | (13) | (14) |
Interest expense | (26) | (10) | (44) | (19) |
Other (income)/expense, net | 0 | 0 | 0 | 0 |
INCOME FROM CONTINUING OPERATIONS BEFORE INCOME TAXES AND INTEREST IN EARNINGS OF ASSOCIATES | 1 | 6 | 7 | 12 |
Provision for income taxes | 0 | (2) | (1) | (3) |
INCOME FROM CONTINUING OPERATIONS BEFORE INTEREST IN EARNINGS OF ASSOCIATES | 1 | 4 | 6 | 9 |
Interest in (loss)/earnings of associates, net of tax | 0 | 0 | 0 | 0 |
Equity account for subsidiaries | (62) | 52 | 112 | 261 |
NET INCOME | (61) | 56 | 118 | 270 |
Income attributable to non-controlling interests | 0 | 0 | 0 | 0 |
NET INCOME ATTRIBUTABLE TO WILLIS TOWERS WATSON | (61) | 56 | 118 | 270 |
Other | Reportable Legal Entities | ||||
Condensed Financial Statements, Captions [Line Items] | ||||
Commissions and fees | 1,890 | 917 | 4,102 | 1,994 |
Interest and other income | 54 | 5 | 69 | 11 |
Total revenues | 1,944 | 922 | 4,171 | 2,005 |
Salaries and benefits | (1,189) | (538) | (2,371) | (1,085) |
Other operating expenses | (335) | (129) | (672) | (264) |
Depreciation | (40) | (17) | (78) | (34) |
Amortization | (125) | (16) | (286) | (30) |
Restructuring costs | (27) | (30) | (39) | (42) |
Integration expenses | (26) | 0 | (59) | 0 |
Total costs of providing services | (1,742) | (730) | (3,505) | (1,455) |
Income from operations | 202 | 192 | 666 | 550 |
Income from Group undertakings | 40 | 24 | 70 | 49 |
Expenses due to Group undertakings | (153) | (84) | (301) | (167) |
Interest expense | (6) | (5) | (14) | (7) |
Other (income)/expense, net | 4 | 25 | (13) | 24 |
INCOME FROM CONTINUING OPERATIONS BEFORE INCOME TAXES AND INTEREST IN EARNINGS OF ASSOCIATES | 87 | 152 | 408 | 449 |
Provision for income taxes | (32) | (44) | (91) | (114) |
INCOME FROM CONTINUING OPERATIONS BEFORE INTEREST IN EARNINGS OF ASSOCIATES | 55 | 108 | 317 | 335 |
Interest in (loss)/earnings of associates, net of tax | 0 | 4 | (1) | (10) |
Equity account for subsidiaries | 0 | 0 | 0 | 0 |
NET INCOME | 55 | 104 | 318 | 345 |
Income attributable to non-controlling interests | (4) | (2) | (11) | (6) |
NET INCOME ATTRIBUTABLE TO WILLIS TOWERS WATSON | $ 51 | $ 102 | $ 307 | $ 339 |
Financial Information for Iss92
Financial Information for Issuer, Parent Guarantor, Other Guarantor Subsidiaries and Non-Guarantor Subsidiaries - Unaudited Condensed Consolidated Statement of Comprehensive Income (Details) - USD ($) $ in Millions | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2016 | Jun. 30, 2015 | Jun. 30, 2016 | Jun. 30, 2015 | |
Condensed Financial Statements, Captions [Line Items] | ||||
Comprehensive (loss)/income before non-controlling interests | $ (62) | $ 156 | $ 169 | $ 477 |
Less: Comprehensive loss/(income) attributable to non-controlling interest | 6 | (6) | (3) | (3) |
Comprehensive (loss)/income attributable to Willis Towers Watson | (56) | 150 | 166 | 474 |
Consolidating adjustments | Issuer [Member] | ||||
Condensed Financial Statements, Captions [Line Items] | ||||
Comprehensive (loss)/income before non-controlling interests | 231 | (451) | (394) | (1,525) |
Less: Comprehensive loss/(income) attributable to non-controlling interest | 0 | 0 | 0 | 0 |
Comprehensive (loss)/income attributable to Willis Towers Watson | 231 | (451) | (394) | (1,525) |
Willis Towers Watson | Reportable Legal Entities | ||||
Condensed Financial Statements, Captions [Line Items] | ||||
Comprehensive (loss)/income before non-controlling interests | (56) | 150 | 166 | 474 |
Less: Comprehensive loss/(income) attributable to non-controlling interest | 0 | 0 | 0 | 0 |
Comprehensive (loss)/income attributable to Willis Towers Watson | (56) | 150 | 166 | 474 |
The Other Guarantors | Reportable Legal Entities | ||||
Condensed Financial Statements, Captions [Line Items] | ||||
Comprehensive (loss)/income before non-controlling interests | (70) | 154 | 162 | 508 |
Less: Comprehensive loss/(income) attributable to non-controlling interest | 0 | 0 | 0 | 0 |
Comprehensive (loss)/income attributable to Willis Towers Watson | (70) | 154 | 162 | 508 |
The Issuer | Reportable Legal Entities | ||||
Condensed Financial Statements, Captions [Line Items] | ||||
Comprehensive (loss)/income before non-controlling interests | (105) | 127 | 56 | 474 |
Less: Comprehensive loss/(income) attributable to non-controlling interest | 0 | 0 | 0 | 0 |
Comprehensive (loss)/income attributable to Willis Towers Watson | (105) | 127 | 56 | 474 |
Other | Reportable Legal Entities | ||||
Condensed Financial Statements, Captions [Line Items] | ||||
Comprehensive (loss)/income before non-controlling interests | (62) | 176 | 179 | 546 |
Less: Comprehensive loss/(income) attributable to non-controlling interest | (6) | (6) | (3) | (3) |
Comprehensive (loss)/income attributable to Willis Towers Watson | $ (56) | $ 170 | $ 176 | $ 543 |
Financial Information for Iss93
Financial Information for Issuer, Parent Guarantor, Other Guarantor Subsidiaries and Non-Guarantor Subsidiaries - Unaudited Condensed Consolidated Balance Sheet (Details) - USD ($) $ in Millions | Jun. 30, 2016 | Dec. 31, 2015 | Jun. 30, 2015 | Dec. 31, 2014 |
Condensed Financial Statements, Captions [Line Items] | ||||
Cash and cash equivalents | $ 949 | $ 532 | $ 483 | $ 635 |
Fiduciary assets | 11,767 | 10,458 | ||
Accounts receivable, net | 2,187 | 1,258 | ||
Prepaid and other current assets | 327 | 255 | ||
Amounts due from group undertakings | 0 | 0 | ||
Total current assets | 15,230 | 12,503 | ||
Investments in subsidiaries | 0 | 0 | ||
Fixed assets, net | 794 | 563 | ||
Goodwill | 10,527 | 3,737 | ||
Other intangible assets, net | 4,713 | 1,115 | ||
Pension benefits assets | 815 | 623 | ||
Other non-current assets | 330 | 298 | ||
Non-current amounts due from group undertakings | 0 | 0 | ||
Total non-current assets | 17,179 | 6,336 | ||
TOTAL ASSETS | 32,409 | 18,839 | ||
Fiduciary liabilities | 11,767 | 10,458 | ||
Deferred revenue and accrued expenses | 1,221 | 752 | ||
Short-term debt and current portion of long-term debt | 528 | 988 | ||
Other current liabilities | 901 | 603 | ||
Amounts due to group undertakings | 0 | 0 | ||
Total current liabilities | 14,417 | 12,801 | ||
Investments in subsidiaries | 0 | |||
Long-term debt | 3,281 | 2,278 | ||
Liability for pension benefits | 1,160 | 279 | ||
Deferred tax liabilities | 1,156 | 240 | ||
Provision for liabilities | 594 | 295 | ||
Other non-current liabilities | 561 | 533 | ||
Amounts due to group undertakings | 0 | 0 | ||
Total non-current liabilities | 6,752 | 3,625 | ||
TOTAL LIABILITIES | 21,169 | 16,426 | ||
REDEEMABLE NONCONTROLLING INTEREST | 52 | 53 | ||
Total Willis Towers Watson shareholders’ equity | 11,050 | 2,229 | ||
Noncontrolling interests | 138 | 131 | ||
Total equity | 11,188 | 2,360 | 2,489 | 2,007 |
TOTAL LIABILITIES AND EQUITY | 32,409 | 18,839 | ||
Consolidating adjustments | Issuer [Member] | ||||
Condensed Financial Statements, Captions [Line Items] | ||||
Cash and cash equivalents | 0 | 0 | 0 | 0 |
Fiduciary assets | 0 | 0 | ||
Accounts receivable, net | 0 | 0 | ||
Prepaid and other current assets | (44) | (12) | ||
Amounts due from group undertakings | (15,631) | (7,171) | ||
Total current assets | (15,675) | (7,183) | ||
Investments in subsidiaries | (21,590) | (7,161) | ||
Fixed assets, net | 0 | 0 | ||
Goodwill | 0 | 0 | ||
Other intangible assets, net | 0 | 0 | ||
Pension benefits assets | 0 | 0 | ||
Other non-current assets | (3) | 0 | ||
Non-current amounts due from group undertakings | (2,151) | (1,303) | ||
Total non-current assets | (23,744) | (8,464) | ||
TOTAL ASSETS | (39,419) | (15,647) | ||
Fiduciary liabilities | 0 | 0 | ||
Deferred revenue and accrued expenses | 0 | 0 | ||
Short-term debt and current portion of long-term debt | 0 | 0 | ||
Other current liabilities | (44) | (12) | ||
Amounts due to group undertakings | (15,631) | (7,171) | ||
Total current liabilities | (15,675) | (7,183) | ||
Investments in subsidiaries | (387) | |||
Long-term debt | 0 | 0 | ||
Liability for pension benefits | 0 | 0 | ||
Deferred tax liabilities | (3) | 0 | ||
Provision for liabilities | 0 | 0 | ||
Other non-current liabilities | 0 | 0 | ||
Amounts due to group undertakings | (2,151) | (1,303) | ||
Total non-current liabilities | (2,154) | (1,690) | ||
TOTAL LIABILITIES | (17,829) | (8,873) | ||
REDEEMABLE NONCONTROLLING INTEREST | 0 | 0 | ||
Total Willis Towers Watson shareholders’ equity | (21,590) | (6,774) | ||
Noncontrolling interests | 0 | 0 | ||
Total equity | (21,590) | (6,774) | ||
TOTAL LIABILITIES AND EQUITY | (39,419) | (15,647) | ||
Willis Towers Watson | Reportable Legal Entities | ||||
Condensed Financial Statements, Captions [Line Items] | ||||
Cash and cash equivalents | 0 | 3 | 6 | 9 |
Fiduciary assets | 0 | 0 | ||
Accounts receivable, net | 0 | 0 | ||
Prepaid and other current assets | 0 | 1 | ||
Amounts due from group undertakings | 7,700 | 3,423 | ||
Total current assets | 7,700 | 3,427 | ||
Investments in subsidiaries | 3,951 | 0 | ||
Fixed assets, net | 0 | 0 | ||
Goodwill | 0 | 0 | ||
Other intangible assets, net | 0 | 0 | ||
Pension benefits assets | 0 | 0 | ||
Other non-current assets | 0 | 0 | ||
Non-current amounts due from group undertakings | 0 | 0 | ||
Total non-current assets | 3,951 | 0 | ||
TOTAL ASSETS | 11,651 | 3,427 | ||
Fiduciary liabilities | 0 | 0 | ||
Deferred revenue and accrued expenses | 1 | 1 | ||
Short-term debt and current portion of long-term debt | 0 | 300 | ||
Other current liabilities | 75 | 15 | ||
Amounts due to group undertakings | 30 | 0 | ||
Total current liabilities | 106 | 316 | ||
Investments in subsidiaries | 387 | |||
Long-term debt | 495 | 495 | ||
Liability for pension benefits | 0 | 0 | ||
Deferred tax liabilities | 0 | 0 | ||
Provision for liabilities | 0 | 0 | ||
Other non-current liabilities | 0 | 0 | ||
Amounts due to group undertakings | 0 | 0 | ||
Total non-current liabilities | 495 | 882 | ||
TOTAL LIABILITIES | 601 | 1,198 | ||
REDEEMABLE NONCONTROLLING INTEREST | 0 | 0 | ||
Total Willis Towers Watson shareholders’ equity | 11,050 | 2,229 | ||
Noncontrolling interests | 0 | 0 | ||
Total equity | 11,050 | 2,229 | ||
TOTAL LIABILITIES AND EQUITY | 11,651 | 3,427 | ||
The Other Guarantors | Reportable Legal Entities | ||||
Condensed Financial Statements, Captions [Line Items] | ||||
Cash and cash equivalents | 63 | 2 | 2 | 2 |
Fiduciary assets | 0 | 0 | ||
Accounts receivable, net | 4 | 7 | ||
Prepaid and other current assets | 90 | 72 | ||
Amounts due from group undertakings | 4,261 | 951 | ||
Total current assets | 4,418 | 1,032 | ||
Investments in subsidiaries | 9,389 | 4,069 | ||
Fixed assets, net | 64 | 58 | ||
Goodwill | 0 | 0 | ||
Other intangible assets, net | 0 | 0 | ||
Pension benefits assets | 0 | 0 | ||
Other non-current assets | 57 | 9 | ||
Non-current amounts due from group undertakings | 1,233 | 785 | ||
Total non-current assets | 10,743 | 4,921 | ||
TOTAL ASSETS | 15,161 | 5,953 | ||
Fiduciary liabilities | 0 | 0 | ||
Deferred revenue and accrued expenses | 31 | 68 | ||
Short-term debt and current portion of long-term debt | 394 | 0 | ||
Other current liabilities | 70 | 50 | ||
Amounts due to group undertakings | 10,003 | 5,234 | ||
Total current liabilities | 10,498 | 5,352 | ||
Investments in subsidiaries | 0 | |||
Long-term debt | 186 | 580 | ||
Liability for pension benefits | 0 | 0 | ||
Deferred tax liabilities | 1 | 1 | ||
Provision for liabilities | 120 | 0 | ||
Other non-current liabilities | 61 | 36 | ||
Amounts due to group undertakings | 518 | 518 | ||
Total non-current liabilities | 886 | 1,135 | ||
TOTAL LIABILITIES | 11,384 | 6,487 | ||
REDEEMABLE NONCONTROLLING INTEREST | 0 | 0 | ||
Total Willis Towers Watson shareholders’ equity | 3,777 | (534) | ||
Noncontrolling interests | 0 | 0 | ||
Total equity | 3,777 | (534) | ||
TOTAL LIABILITIES AND EQUITY | 15,161 | 5,953 | ||
The Issuer | Reportable Legal Entities | ||||
Condensed Financial Statements, Captions [Line Items] | ||||
Cash and cash equivalents | 0 | 0 | 0 | 0 |
Fiduciary assets | 0 | 0 | ||
Accounts receivable, net | 0 | 0 | ||
Prepaid and other current assets | 1 | 0 | ||
Amounts due from group undertakings | 1,748 | 1,538 | ||
Total current assets | 1,749 | 1,538 | ||
Investments in subsidiaries | 8,250 | 3,092 | ||
Fixed assets, net | 0 | 0 | ||
Goodwill | 0 | 0 | ||
Other intangible assets, net | 0 | 0 | ||
Pension benefits assets | 0 | 0 | ||
Other non-current assets | 1 | 1 | ||
Non-current amounts due from group undertakings | 918 | 518 | ||
Total non-current assets | 9,169 | 3,611 | ||
TOTAL ASSETS | 10,918 | 5,149 | ||
Fiduciary liabilities | 0 | 0 | ||
Deferred revenue and accrued expenses | 3 | 0 | ||
Short-term debt and current portion of long-term debt | 22 | 609 | ||
Other current liabilities | 30 | 16 | ||
Amounts due to group undertakings | 0 | 435 | ||
Total current liabilities | 55 | 1,060 | ||
Investments in subsidiaries | 0 | |||
Long-term debt | 2,389 | 1,203 | ||
Liability for pension benefits | 0 | 0 | ||
Deferred tax liabilities | 0 | 0 | ||
Provision for liabilities | 0 | 0 | ||
Other non-current liabilities | 0 | 0 | ||
Amounts due to group undertakings | 423 | 0 | ||
Total non-current liabilities | 2,812 | 1,203 | ||
TOTAL LIABILITIES | 2,867 | 2,263 | ||
REDEEMABLE NONCONTROLLING INTEREST | 0 | 0 | ||
Total Willis Towers Watson shareholders’ equity | 8,051 | 2,886 | ||
Noncontrolling interests | 0 | 0 | ||
Total equity | 8,051 | 2,886 | ||
TOTAL LIABILITIES AND EQUITY | 10,918 | 5,149 | ||
Other | Reportable Legal Entities | ||||
Condensed Financial Statements, Captions [Line Items] | ||||
Cash and cash equivalents | 886 | 527 | $ 475 | $ 624 |
Fiduciary assets | 11,767 | 10,458 | ||
Accounts receivable, net | 2,183 | 1,251 | ||
Prepaid and other current assets | 280 | 194 | ||
Amounts due from group undertakings | 1,922 | 1,259 | ||
Total current assets | 17,038 | 13,689 | ||
Investments in subsidiaries | 0 | 0 | ||
Fixed assets, net | 730 | 505 | ||
Goodwill | 10,527 | 3,737 | ||
Other intangible assets, net | 4,713 | 1,115 | ||
Pension benefits assets | 815 | 623 | ||
Other non-current assets | 275 | 288 | ||
Non-current amounts due from group undertakings | 0 | 0 | ||
Total non-current assets | 17,060 | 6,268 | ||
TOTAL ASSETS | 34,098 | 19,957 | ||
Fiduciary liabilities | 11,767 | 10,458 | ||
Deferred revenue and accrued expenses | 1,186 | 683 | ||
Short-term debt and current portion of long-term debt | 112 | 79 | ||
Other current liabilities | 770 | 534 | ||
Amounts due to group undertakings | 5,598 | 1,502 | ||
Total current liabilities | 19,433 | 13,256 | ||
Investments in subsidiaries | 0 | |||
Long-term debt | 211 | 0 | ||
Liability for pension benefits | 1,160 | 279 | ||
Deferred tax liabilities | 1,158 | 239 | ||
Provision for liabilities | 474 | 295 | ||
Other non-current liabilities | 500 | 497 | ||
Amounts due to group undertakings | 1,210 | 785 | ||
Total non-current liabilities | 4,713 | 2,095 | ||
TOTAL LIABILITIES | 24,146 | 15,351 | ||
REDEEMABLE NONCONTROLLING INTEREST | 52 | 53 | ||
Total Willis Towers Watson shareholders’ equity | 9,762 | 4,422 | ||
Noncontrolling interests | 138 | 131 | ||
Total equity | 9,900 | 4,553 | ||
TOTAL LIABILITIES AND EQUITY | $ 34,098 | $ 19,957 |
Financial Information for Iss94
Financial Information for Issuer, Parent Guarantor, Other Guarantor Subsidiaries and Non-Guarantor Subsidiaries - Unaudited Condensed Consolidated Statement of Cash Flows (Details) - USD ($) $ in Millions | 6 Months Ended | |
Jun. 30, 2016 | Jun. 30, 2015 | |
Condensed Financial Statements, Captions [Line Items] | ||
NET CASH FROM (USED IN) OPERATING ACTIVITIES | $ 427 | $ 7 |
Additions to fixed assets and software for internal use | (92) | (47) |
Capitalized software costs | (42) | 0 |
Acquisitions of operations, net of cash acquired | 419 | (228) |
Redemptions of held-to-maturity investments | 11 | 0 |
Sales and redemptions of available for sale securities | 11 | 0 |
Other, net | 1 | 27 |
Proceeds from intercompany investing activities | 0 | 0 |
Repayments of intercompany investing activities | 0 | 0 |
Reduction in investment in subsidiaries | 0 | |
Additional investment in subsidiaries | 0 | 0 |
Net cash from/(used in) investing activities | 308 | (248) |
Net (payments on)/draw down of revolving credit facility | (393) | 220 |
Senior notes issued | 1,606 | 0 |
Proceeds from issue of other debt | 404 | 0 |
Repayments of debt | (1,826) | (8) |
Debt issuance costs | (14) | (1) |
Repurchase of shares | (38) | (79) |
Proceeds from issuance of shares and excess tax benefit | 28 | 89 |
Dividends paid | (67) | (109) |
Acquisitions of and dividends paid to noncontrolling interests | (15) | (8) |
Proceeds from intercompany financing activities | 0 | 0 |
Repayments of intercompany financing activities | 0 | 0 |
Net cash provided by (used in) financing activities | (315) | 104 |
(DECREASE) INCREASE IN CASH AND CASH EQUIVALENTS | 420 | (137) |
Effect of exchange rate changes on cash and cash equivalents | (3) | (15) |
CASH AND CASH EQUIVALENTS, BEGINNING OF PERIOD | 532 | 635 |
CASH AND CASH EQUIVALENTS, END OF PERIOD | 949 | 483 |
Consolidating adjustments | Issuer [Member] | ||
Condensed Financial Statements, Captions [Line Items] | ||
NET CASH FROM (USED IN) OPERATING ACTIVITIES | (1) | 0 |
Additions to fixed assets and software for internal use | 0 | 0 |
Capitalized software costs | 0 | |
Acquisitions of operations, net of cash acquired | 0 | 0 |
Redemptions of held-to-maturity investments | 0 | |
Sales and redemptions of available for sale securities | 0 | |
Other, net | 0 | 0 |
Proceeds from intercompany investing activities | (12) | (307) |
Repayments of intercompany investing activities | 8,660 | 304 |
Reduction in investment in subsidiaries | (8,200) | |
Additional investment in subsidiaries | 8,200 | 274 |
Net cash from/(used in) investing activities | 8,648 | 271 |
Net (payments on)/draw down of revolving credit facility | 0 | 0 |
Senior notes issued | 0 | |
Proceeds from issue of other debt | 0 | |
Repayments of debt | 0 | 0 |
Debt issuance costs | 0 | 0 |
Repurchase of shares | 0 | 0 |
Proceeds from issuance of shares and excess tax benefit | 0 | (274) |
Dividends paid | 1 | 0 |
Acquisitions of and dividends paid to noncontrolling interests | 0 | 0 |
Proceeds from intercompany financing activities | (8,660) | (304) |
Repayments of intercompany financing activities | 12 | 307 |
Net cash provided by (used in) financing activities | (8,647) | (271) |
(DECREASE) INCREASE IN CASH AND CASH EQUIVALENTS | 0 | 0 |
Effect of exchange rate changes on cash and cash equivalents | 0 | 0 |
CASH AND CASH EQUIVALENTS, BEGINNING OF PERIOD | 0 | 0 |
CASH AND CASH EQUIVALENTS, END OF PERIOD | 0 | 0 |
Willis Towers Watson | Reportable Legal Entities | ||
Condensed Financial Statements, Captions [Line Items] | ||
NET CASH FROM (USED IN) OPERATING ACTIVITIES | 42 | (4) |
Additions to fixed assets and software for internal use | 0 | 0 |
Capitalized software costs | 0 | |
Acquisitions of operations, net of cash acquired | 0 | 0 |
Redemptions of held-to-maturity investments | 0 | |
Sales and redemptions of available for sale securities | 0 | |
Other, net | 0 | 0 |
Proceeds from intercompany investing activities | 0 | 105 |
Repayments of intercompany investing activities | (4,268) | 0 |
Reduction in investment in subsidiaries | 4,600 | |
Additional investment in subsidiaries | 0 | 0 |
Net cash from/(used in) investing activities | 332 | 105 |
Net (payments on)/draw down of revolving credit facility | 0 | 0 |
Senior notes issued | 0 | |
Proceeds from issue of other debt | 0 | |
Repayments of debt | (300) | 0 |
Debt issuance costs | 0 | 0 |
Repurchase of shares | (38) | (79) |
Proceeds from issuance of shares and excess tax benefit | 28 | 84 |
Dividends paid | (67) | (109) |
Acquisitions of and dividends paid to noncontrolling interests | 0 | 0 |
Proceeds from intercompany financing activities | 0 | 0 |
Repayments of intercompany financing activities | 0 | 0 |
Net cash provided by (used in) financing activities | (377) | (104) |
(DECREASE) INCREASE IN CASH AND CASH EQUIVALENTS | (3) | (3) |
Effect of exchange rate changes on cash and cash equivalents | 0 | 0 |
CASH AND CASH EQUIVALENTS, BEGINNING OF PERIOD | 3 | 9 |
CASH AND CASH EQUIVALENTS, END OF PERIOD | 0 | 6 |
The Other Guarantors | Reportable Legal Entities | ||
Condensed Financial Statements, Captions [Line Items] | ||
NET CASH FROM (USED IN) OPERATING ACTIVITIES | (228) | 70 |
Additions to fixed assets and software for internal use | (14) | (9) |
Capitalized software costs | 0 | |
Acquisitions of operations, net of cash acquired | 0 | 0 |
Redemptions of held-to-maturity investments | 0 | |
Sales and redemptions of available for sale securities | 0 | |
Other, net | 0 | 0 |
Proceeds from intercompany investing activities | 12 | 49 |
Repayments of intercompany investing activities | (3,512) | (14) |
Reduction in investment in subsidiaries | 3,600 | |
Additional investment in subsidiaries | (4,600) | (274) |
Net cash from/(used in) investing activities | (4,514) | (248) |
Net (payments on)/draw down of revolving credit facility | 0 | 0 |
Senior notes issued | 0 | |
Proceeds from issue of other debt | 0 | |
Repayments of debt | 0 | 0 |
Debt issuance costs | 0 | 0 |
Repurchase of shares | 0 | 0 |
Proceeds from issuance of shares and excess tax benefit | 0 | 0 |
Dividends paid | 0 | 0 |
Acquisitions of and dividends paid to noncontrolling interests | 0 | 0 |
Proceeds from intercompany financing activities | 4,803 | 218 |
Repayments of intercompany financing activities | 0 | (40) |
Net cash provided by (used in) financing activities | 4,803 | 178 |
(DECREASE) INCREASE IN CASH AND CASH EQUIVALENTS | 61 | 0 |
Effect of exchange rate changes on cash and cash equivalents | 0 | 0 |
CASH AND CASH EQUIVALENTS, BEGINNING OF PERIOD | 2 | 2 |
CASH AND CASH EQUIVALENTS, END OF PERIOD | 63 | 2 |
The Issuer | Reportable Legal Entities | ||
Condensed Financial Statements, Captions [Line Items] | ||
NET CASH FROM (USED IN) OPERATING ACTIVITIES | (377) | 9 |
Additions to fixed assets and software for internal use | 0 | 0 |
Capitalized software costs | 0 | |
Acquisitions of operations, net of cash acquired | 0 | 0 |
Redemptions of held-to-maturity investments | 0 | |
Sales and redemptions of available for sale securities | 0 | |
Other, net | 0 | 0 |
Proceeds from intercompany investing activities | 0 | 0 |
Repayments of intercompany investing activities | (184) | (72) |
Reduction in investment in subsidiaries | 0 | |
Additional investment in subsidiaries | 0 | 0 |
Net cash from/(used in) investing activities | (184) | (72) |
Net (payments on)/draw down of revolving credit facility | (393) | 220 |
Senior notes issued | 1,606 | |
Proceeds from issue of other debt | 400 | |
Repayments of debt | (1,026) | (8) |
Debt issuance costs | (14) | 0 |
Repurchase of shares | 0 | 0 |
Proceeds from issuance of shares and excess tax benefit | 0 | 0 |
Dividends paid | 0 | 0 |
Acquisitions of and dividends paid to noncontrolling interests | 0 | 0 |
Proceeds from intercompany financing activities | 0 | 0 |
Repayments of intercompany financing activities | (12) | (149) |
Net cash provided by (used in) financing activities | 561 | 63 |
(DECREASE) INCREASE IN CASH AND CASH EQUIVALENTS | 0 | 0 |
Effect of exchange rate changes on cash and cash equivalents | 0 | 0 |
CASH AND CASH EQUIVALENTS, BEGINNING OF PERIOD | 0 | 0 |
CASH AND CASH EQUIVALENTS, END OF PERIOD | 0 | 0 |
Other | Reportable Legal Entities | ||
Condensed Financial Statements, Captions [Line Items] | ||
NET CASH FROM (USED IN) OPERATING ACTIVITIES | 991 | (68) |
Additions to fixed assets and software for internal use | (78) | (38) |
Capitalized software costs | (42) | |
Acquisitions of operations, net of cash acquired | 419 | (228) |
Redemptions of held-to-maturity investments | 11 | |
Sales and redemptions of available for sale securities | 11 | |
Other, net | 1 | 27 |
Proceeds from intercompany investing activities | 0 | 153 |
Repayments of intercompany investing activities | (696) | (218) |
Reduction in investment in subsidiaries | 0 | |
Additional investment in subsidiaries | (3,600) | 0 |
Net cash from/(used in) investing activities | (3,974) | (304) |
Net (payments on)/draw down of revolving credit facility | 0 | 0 |
Senior notes issued | 0 | |
Proceeds from issue of other debt | 4 | |
Repayments of debt | (500) | 0 |
Debt issuance costs | 0 | (1) |
Repurchase of shares | 0 | 0 |
Proceeds from issuance of shares and excess tax benefit | 0 | 279 |
Dividends paid | (1) | 0 |
Acquisitions of and dividends paid to noncontrolling interests | (15) | (8) |
Proceeds from intercompany financing activities | 3,857 | 86 |
Repayments of intercompany financing activities | 0 | (118) |
Net cash provided by (used in) financing activities | 3,345 | 238 |
(DECREASE) INCREASE IN CASH AND CASH EQUIVALENTS | 362 | (134) |
Effect of exchange rate changes on cash and cash equivalents | (3) | (15) |
CASH AND CASH EQUIVALENTS, BEGINNING OF PERIOD | 527 | 624 |
CASH AND CASH EQUIVALENTS, END OF PERIOD | $ 886 | $ 475 |