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 of senior notes outstanding that were issued on July 1, 2005 and subsequently repaid on July 1, 2015, had $394 million of senior notes issued on March 28, 2007 and subsequently repaid on March 28, 2017, and had $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, Willis Group Limited, Willis Towers Watson Sub Holdings Unlimited Company 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 of Willis Towers Watson, the Other Guarantors and the Issuer. Unaudited Condensed Consolidating Statement of Comprehensive Income Three Months Ended March 31, 2017 Willis The Other The Other Consolidating Consolidated Revenues Commissions and fees $ — $ — $ 6 $ 2,297 $ — $ 2,303 Interest and other income — — — 16 — 16 Total revenues — — 6 2,313 — 2,319 Costs of providing services Salaries and benefits 1 — 10 1,180 — 1,191 Other operating expenses 1 7 10 383 — 401 Depreciation — 1 — 45 — 46 Amortization — — — 151 — 151 Restructuring costs — 4 3 20 — 27 Integration expenses — 1 3 36 — 40 Total costs of providing services 2 13 26 1,815 — 1,856 (Loss) Income from operations (2 ) (13 ) (20 ) 498 — 463 Income from Group undertakings — (128 ) (73 ) (58 ) 259 — Expenses due to Group undertakings — 39 46 174 (259 ) — Interest expense 7 24 10 5 — 46 Other expense, net — — — 20 — 20 (LOSS) INCOME FROM OPERATIONS BEFORE INCOME TAXES AND INTEREST IN EARNINGS OF ASSOCIATES (9 ) 52 (3 ) 357 — 397 Provision for income taxes — 4 (2 ) 44 — 46 (LOSS) INCOME FROM OPERATIONS BEFORE INTEREST IN EARNINGS OF ASSOCIATES (9 ) 48 (1 ) 313 — 351 Interest in earnings of associates, net of tax — — — 1 — 1 Equity account for subsidiaries 353 311 175 — (839 ) — NET INCOME (LOSS) 344 359 174 314 (839 ) 352 Income attributable to noncontrolling interests — — — (8 ) — (8 ) NET INCOME (LOSS) ATTRIBUTABLE TO WILLIS TOWERS WATSON $ 344 $ 359 $ 174 $ 306 $ (839 ) $ 344 Comprehensive income/(loss) before noncontrolling interests $ 320 $ 334 $ 147 $ 286 $ (756 ) $ 331 Comprehensive income attributable to noncontrolling interest — — — (11 ) — (11 ) Comprehensive income/(loss) (attributable to Willis Towers Watson) $ 320 $ 334 $ 147 $ 275 $ (756 ) $ 320 Unaudited Condensed Consolidating Statement of Comprehensive Income Three Months Ended March 31, 2016 Willis The Other The Other Consolidating Consolidated Revenues Commissions and fees $ — $ — $ 7 $ 2,212 $ — $ 2,219 Interest and other income — — — 15 — 15 Total revenues — — 7 2,227 — 2,234 Costs of providing services Salaries and benefits — — 14 1,182 — 1,196 Other operating expenses 1 35 58 337 — 431 Depreciation — 1 4 38 — 43 Amortization — — — 161 — 161 Restructuring costs — 4 9 12 — 25 Integration expenses 1 12 6 33 — 52 Total costs of providing services 2 52 91 1,763 — 1,908 (Loss) Income from operations (2 ) (52 ) (84 ) 464 — 326 Income from Group undertakings — (121 ) (54 ) (30 ) 205 — Expenses due to Group undertakings — 14 43 148 (205 ) — Interest expense 11 17 10 8 — 46 Other expense, net 1 — — 17 — 18 (LOSS) INCOME FROM OPERATIONS BEFORE INCOME TAXES AND INTEREST IN EARNINGS OF ASSOCIATES (14 ) 38 (83 ) 321 — 262 Provision for income taxes — (13 ) (28 ) 59 — 18 (LOSS) INCOME FROM OPERATIONS BEFORE INTEREST IN EARNINGS OF ASSOCIATES (14 ) 51 (55 ) 262 — 244 Interest in earnings of associates, net of tax — — — 1 — 1 Equity account for subsidiaries 252 199 14 — (465 ) — NET INCOME (LOSS) 238 250 (41 ) 263 (465 ) 245 Income attributable to noncontrolling interests — — — (7 ) — (7 ) NET INCOME (LOSS) ATTRIBUTABLE TO WILLIS TOWERS WATSON $ 238 $ 250 $ (41 ) $ 256 $ (465 ) $ 238 Comprehensive income/(loss) before noncontrolling interests $ 222 $ 232 $ (58 ) $ 241 $ (406 ) $ 231 Comprehensive income attributable to noncontrolling interest — — — (9 ) — (9 ) Comprehensive income/(loss) (attributable to Willis Towers Watson) $ 222 $ 232 $ (58 ) $ 232 $ (406 ) $ 222 Unaudited Condensed Consolidating Balance Sheet As of March 31, 2017 Willis The Other The Other Consolidating Consolidated ASSETS Cash and cash equivalents $ — $ 1 $ — $ 900 $ — $ 901 Fiduciary assets — — — 12,266 — 12,266 Accounts receivable, net — — 3 2,304 — 2,307 Prepaid and other current assets 1 43 82 235 (40 ) 321 Amounts due from group undertakings 6,098 2,242 1,231 2,816 (12,387 ) — Total current assets 6,099 2,286 1,316 18,521 (12,427 ) 15,795 Investments in subsidiaries 4,753 7,992 5,296 — (18,041 ) — Fixed assets, net — 35 — 828 — 863 Goodwill 1 — — 10,441 — 10,442 Other intangible assets, net — 64 — 4,245 (64 ) 4,245 Pension benefits assets — — — 536 — 536 Other non-current assets — 12 259 305 (225 ) 351 Non-current amounts due from group undertakings — 5,100 848 — (5,948 ) — Total non-current assets 4,754 13,203 6,403 16,355 (24,278 ) 16,437 TOTAL ASSETS $ 10,853 $ 15,489 $ 7,719 $ 34,876 $ (36,705 ) $ 32,232 LIABILITIES AND EQUITY Fiduciary liabilities $ — $ — $ — $ 12,266 $ — $ 12,266 Deferred revenue and accrued expenses — 4 17 1,228 (46 ) 1,203 Short-term debt and current portion of long-term debt — — — 120 — 120 Other current liabilities 79 70 18 812 17 996 Amounts due to group undertakings — 7,721 2,517 2,149 (12,387 ) — Total current liabilities 79 7,795 2,552 16,575 (12,416 ) 14,585 Long-term debt 496 3,145 186 148 — 3,975 Liability for pension benefits — — — 1,286 — 1,286 Deferred tax liabilities — — — 1,018 (219 ) 799 Provision for liabilities — — 120 498 — 618 Other non-current liabilities — 32 15 479 (14 ) 512 Amounts due to group undertakings — — 518 5,430 (5,948 ) — Total non-current liabilities 496 3,177 839 8,859 (6,181 ) 7,190 TOTAL LIABILITIES 575 10,972 3,391 25,434 (18,597 ) 21,775 REDEEMABLE NONCONTROLLING INTEREST — — — 53 — 53 EQUITY Total Willis Towers Watson shareholders’ equity 10,278 4,517 4,328 9,263 (18,108 ) 10,278 Noncontrolling interests — — — 126 — 126 Total equity 10,278 4,517 4,328 9,389 (18,108 ) 10,404 TOTAL LIABILITIES AND EQUITY $ 10,853 $ 15,489 $ 7,719 $ 34,876 $ (36,705 ) $ 32,232 Unaudited Condensed Consolidating Balance Sheet As of December 31, 2016 Willis The Other The Other Consolidating Consolidated ASSETS Cash and cash equivalents $ — $ — $ — $ 870 $ — $ 870 Fiduciary assets — — — 10,505 — 10,505 Accounts receivable, net — — 7 2,073 — 2,080 Prepaid and other current assets — 49 23 324 (59 ) 337 Amounts due from group undertakings 7,229 1,706 1,190 2,370 (12,495 ) — Total current assets 7,229 1,755 1,220 16,142 (12,554 ) 13,792 Investments in subsidiaries 3,409 7,733 5,480 — (16,622 ) — Fixed assets, net — 34 — 805 — 839 Goodwill — — — 10,413 — 10,413 Other intangible assets, net — 64 — 4,368 (64 ) 4,368 Pension benefits assets — — — 488 — 488 Other non-current assets — 10 80 310 (47 ) 353 Non-current amounts due from group undertakings — 4,655 836 — (5,491 ) — Total non-current assets 3,409 12,496 6,396 16,384 (22,224 ) 16,461 TOTAL ASSETS $ 10,638 $ 14,251 $ 7,616 $ 32,526 $ (34,778 ) $ 30,253 LIABILITIES AND EQUITY Fiduciary liabilities $ — $ — $ — $ 10,505 $ — $ 10,505 Deferred revenue and accrued expenses — 15 27 1,488 (49 ) 1,481 Short-term debt and current portion of long-term debt — 22 394 92 — 508 Other current liabilities 77 94 23 684 (2 ) 876 Amounts due to group undertakings — 8,323 2,075 2,097 (12,495 ) — Total current liabilities 77 8,454 2,519 14,866 (12,546 ) 13,370 Long-term debt 496 2,506 186 169 — 3,357 Liability for pension benefits — — — 1,321 — 1,321 Deferred tax liabilities — — — 1,013 (149 ) 864 Provision for liabilities — — 120 455 — 575 Other non-current liabilities — 48 15 483 (14 ) 532 Non-current amounts due to group undertakings — — 518 4,973 (5,491 ) — Total non-current liabilities 496 2,554 839 8,414 (5,654 ) 6,649 TOTAL LIABILITIES 573 11,008 3,358 23,280 (18,200 ) 20,019 REDEEMABLE NONCONTROLLING INTEREST — — — 51 — 51 EQUITY Total Willis Towers Watson shareholders’ equity 10,065 3,243 4,258 9,077 (16,578 ) 10,065 Noncontrolling interests — — — 118 — 118 Total equity 10,065 3,243 4,258 9,195 (16,578 ) 10,183 TOTAL LIABILITIES AND EQUITY $ 10,638 $ 14,251 $ 7,616 $ 32,526 $ (34,778 ) $ 30,253 Unaudited Condensed Consolidating Statement of Cash Flows Three Months Ended March 31, 2017 Willis The Other The Other Consolidating Consolidated NET CASH FROM/(USED IN) OPERATING ACTIVITIES $ 79 $ (158 ) $ (31 ) $ 322 $ (117 ) $ 95 CASH FLOWS FROM/(USED IN) INVESTING ACTIVITIES Additions to fixed assets and software for internal use — (2 ) — (60 ) — (62 ) Capitalized software costs — — — (15 ) — (15 ) Acquisitions of operations, net of cash acquired — — — (12 ) — (12 ) Other, net — — — 7 — 7 Proceeds from intercompany investing activities 1,122 — — 14 (1,136 ) — Repayments of intercompany investing activities — (1,379 ) — (1,107 ) 2,486 — Reduction in investment in subsidiaries — 1,000 — 59 (1,059 ) — Additional investment in subsidiaries (1,000 ) (59 ) — — 1,059 — Net cash from/(used in) investing activities $ 122 $ (440 ) $ — $ (1,114 ) $ 1,350 $ (82 ) CASH FLOWS (USED IN)/FROM FINANCING ACTIVITIES Net borrowings on revolving credit facility — 826 — — — 826 Proceeds from issue of other debt — — — 32 — 32 Debt issuance costs — (3 ) — — — (3 ) Repayments of debt — (219 ) (394 ) (23 ) — (636 ) Repurchase of shares (156 ) — — — — (156 ) Proceeds from issuance of shares 20 — — — — 20 Cash paid for employee taxes on withholding shares — — — (3 ) — (3 ) Dividends paid (65 ) — (59 ) (58 ) 117 (65 ) Acquisitions of and dividends paid to noncontrolling interests — — — (1 ) — (1 ) Proceeds from intercompany financing activities — 1,018 484 984 (2,486 ) — Repayments of intercompany financing activities — (1,023 ) — (113 ) 1,136 — Net cash (used in)/from financing activities $ (201 ) $ 599 $ 31 $ 818 $ (1,233 ) $ 14 INCREASE IN CASH AND CASH EQUIVALENTS — 1 — 26 — 27 Effect of exchange rate changes on cash and cash equivalents — — — 4 — 4 CASH AND CASH EQUIVALENTS, BEGINNING OF PERIOD — — — 870 — 870 CASH AND CASH EQUIVALENTS, END OF PERIOD $ — $ 1 $ — $ 900 $ — $ 901 Unaudited Condensed Consolidating Statement of Cash Flows Three Months Ended March 31, 2016 Willis The Other The Other Consolidating Consolidated NET CASH (USED IN)/FROM OPERATING ACTIVITIES $ (4 ) $ (47 ) $ (191 ) $ 361 $ — $ 119 CASH FLOWS FROM/(USED IN) INVESTING ACTIVITIES Additions to fixed assets and software for internal use — (5 ) (4 ) (39 ) — (48 ) Capitalized software costs — — — (18 ) — (18 ) Acquisitions of operations, net of cash acquired — — — 469 — 469 Other, net — — — 14 — 14 Proceeds from intercompany investing activities — — — 9 (9 ) — Repayments of intercompany investing activities (4,308 ) (4,227 ) — (560 ) 9,095 — 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 $ 292 $ (5,232 ) $ (4 ) $ (3,725 ) $ 9,086 $ 417 CASH FLOWS (USED IN)/FROM FINANCING ACTIVITIES Net payment on revolving credit facility — (338 ) — — — (338 ) Senior notes issued — 997 — — — 997 Proceeds from issue of other debt — 400 — — — 400 Repayments of debt (300 ) (406 ) — (475 ) — (1,181 ) Proceeds from issuance of shares 11 — — — — 11 Cash paid for employee taxes on withholding shares — — — (1 ) — (1 ) Acquisitions of and dividends paid to noncontrolling interests — — — (4 ) — (4 ) Proceeds from intercompany financing activities — 4,633 195 4,267 (9,095 ) — Repayments of intercompany financing activities — (9 ) — — 9 — Net cash (used in)/from financing activities $ (289 ) $ 5,277 $ 195 $ 3,787 $ (9,086 ) $ (116 ) (DECREASE)/INCREASE IN CASH AND CASH EQUIVALENTS (1 ) (2 ) — 423 — 420 Effect of exchange rate changes on cash and cash equivalents — — — 2 — 2 CASH AND CASH EQUIVALENTS, BEGINNING OF PERIOD 3 2 — 527 — 532 CASH AND CASH EQUIVALENTS, END OF PERIOD $ 2 $ — $ — $ 952 $ — $ 954 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, Willis Group Limited, Willis North America Inc., Willis Towers Watson Sub Holdings Unlimited Company 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 16 ) 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 of Willis Towers Watson and the Guarantors. Unaudited Condensed Consolidating Statement of Comprehensive Income Three Months Ended March 31, 2017 Willis The Other Consolidating Consolidated Revenues Commissions and fees $ — $ 6 $ 2,297 $ — $ 2,303 Interest and other income — — 16 — 16 Total revenues — 6 2,313 — 2,319 Costs of providing services Salaries and benefits 1 10 1,180 — 1,191 Other operating expenses 1 17 383 — 401 Depreciation — 1 45 — 46 Amortization — — 151 — 151 Restructuring costs — 7 20 — 27 Integration expenses — 4 36 — 40 Total costs of providing services 2 39 1,815 — 1,856 (Loss) Income from operations (2 ) (33 ) 498 — 463 Income from Group undertakings — (174 ) (58 ) 232 — Expenses due to Group undertakings — 58 174 (232 ) — Interest expense 7 34 5 — 46 Other expense, net — — 20 — 20 (LOSS) INCOME FROM OPERATIONS BEFORE INCOME TAXES AND INTEREST IN EARNINGS OF ASSOCIATES (9 ) 49 357 — 397 Provision for income taxes — 2 44 — 46 (LOSS) INCOME FROM OPERATIONS BEFORE INTEREST IN EARNINGS OF ASSOCIATES (9 ) 47 313 — 351 Interest in earnings of associates, net of tax — — 1 — 1 Equity account for subsidiaries 353 312 — (665 ) — NET INCOME 344 359 314 (665 ) 352 Income attributable to noncontrolling interests — — (8 ) — (8 ) NET INCOME ATTRIBUTABLE TO WILLIS TOWERS WATSON $ 344 $ 359 $ 306 $ (665 ) $ 344 Comprehensive income/(loss) before noncontrolling interests $ 320 $ 334 $ 286 $ (609 ) $ 331 Comprehensive income attributable to noncontrolling interest — — (11 ) — (11 ) Comprehensive income/(loss) (attributable to Willis Towers Watson) $ 320 $ 334 $ 275 $ (609 ) $ 320 Unaudited Condensed Consolidating Statement of Comprehensive Income Three Months Ended March 31, 2016 Willis The Other Consolidating Consolidated Revenues Commissions and fees $ — $ 7 $ 2,212 $ — $ 2,219 Interest and other income — — 15 — 15 Total revenues — 7 2,227 — 2,234 Costs of providing services Salaries and benefits — 14 1,182 — 1,196 Other operating expenses 1 93 337 — 431 Depreciation — 5 38 — 43 Amortization — — 161 — 161 Restructuring costs — 13 12 — 25 Integration expenses 1 18 33 — 52 Total costs of providing services 2 143 1,763 — 1,908 (Loss) Income from operations (2 ) (136 ) 464 — 326 Income from Group undertakings — (147 ) (30 ) 177 — Expenses due to Group undertakings — 29 148 (177 ) — Interest expense 11 27 8 — 46 Other expense, net 1 — 17 — 18 (LOSS) INCOME FROM OPERATIONS BEFORE INCOME TAXES AND INTEREST IN EARNINGS OF ASSOCIATES (14 ) (45 ) 321 — 262 Provision for income taxes — (41 ) 59 — 18 (LOSS) INCOME FROM OPERATIONS BEFORE INTEREST IN EARNINGS OF ASSOCIATES (14 ) (4 ) 262 — 244 Interest in earnings of associates, net of tax — — 1 — 1 Equity account for subsidiaries 252 254 — (506 ) — NET INCOME 238 250 263 (506 ) 245 Income attributable to noncontrolling interests — — (7 ) — (7 ) NET INCOME ATTRIBUTABLE TO WILLIS TOWERS WATSON $ 238 $ 250 $ 256 $ (506 ) $ 238 Comprehensive income/(loss) before noncontrolling interests $ 222 $ 232 $ 241 $ (464 ) $ 231 Comprehensive income attributable to noncontrolling interest — — (9 ) — (9 ) Comprehensive income/(loss) (attributable to Willis Towers Watson) $ 222 $ 232 $ 232 $ (464 ) $ 222 Unaudited Condensed Consolidating Balance Sheet As of March 31, 2017 Willis The Other Consolidating Consolidated ASSETS Cash and cash equivalents $ — $ 1 $ 900 $ — $ 901 Fiduciary assets — — 12,266 — 12,266 Accounts receivable, net — 3 2,304 — 2,307 Prepaid and other current assets 1 125 235 (40 ) 321 Amounts due from group undertakings 6,098 1,818 2,816 (10,732 ) — Total current assets 6,099 1,947 18,521 (10,772 ) 15,795 Investments in subsidiaries 4,753 8,960 — (13,713 ) — Fixed assets, net — 35 828 — 863 Goodwill 1 — 10,441 — 10,442 Other intangible assets, net — 64 4,245 (64 ) 4,245 Pension benefits assets — — 536 — 536 Other non-current assets — 271 305 (225 ) 351 Non-current amounts due from group undertakings — 5,430 — (5,430 ) — Total non-current assets 4,754 14,760 16,355 (19,432 ) 16,437 TOTAL ASSETS $ 10,853 $ 16,707 $ 34,876 $ (30,204 ) $ 32,232 LIABILITIES AND EQUITY Fiduciary liabilities $ — $ — $ 12,266 $ — $ 12,266 Deferred revenue and accrued expenses — 21 1,228 (46 ) 1,203 Short-term debt and current portion of long-term debt — — 120 — 120 Other current liabilities 79 88 812 17 996 Amounts due to group undertakings — 8,583 2,149 (10,732 ) — Total current liabilities 79 8,692 16,575 (10,761 ) 14,585 Long-term debt 496 3,331 148 — 3,975 Liability for pension benefits — — 1,286 — 1,286 Deferred tax liabilities — — 1,018 (219 ) 799 Provision for liabilities — 120 498 — 618 Other non-current liabilities — 47 479 (14 ) 512 Non-current amounts due to group undertakings — — 5,430 (5,430 ) — Total non-current liabilities 496 3,498 8,859 (5,663 ) 7,190 TOTAL LIABILITIES 575 12,190 25,434 (16,424 ) 21,775 REDEEMABLE NONCONTROLLING INTEREST — — 53 — 53 EQUITY Total Willis Towers Watson shareholders’ equity 10,278 4,517 9,263 (13,780 ) 10,278 Noncontrolling interests — — 126 — 126 Total equity 10,278 4,517 9,389 (13,780 ) 10,404 TOTAL LIABILITIES AND EQUITY $ 10,853 $ 16,707 $ 34,876 $ (30,204 ) $ 32,232 Unaudited Condensed Consolidating Balance Sheet As of December 31, 2016 Willis Towers Watson — the Parent Issuer The Guarantors Other Consolidating adjustments Consolidated ASSETS Cash and cash equivalents $ — $ — $ 870 $ — $ 870 Fiduciary assets — — 10,505 — 10,505 Accounts receivable, net — 7 2,073 — 2,080 Prepaid and other current assets — 72 324 (59 ) 337 Amounts due from group undertakings 7,229 1,648 2,370 (11,247 ) — Total current assets 7,229 1,727 16,142 (11,306 ) 13,792 Investments in subsidiaries 3,409 8,955 — (12,364 ) — Fixed assets, net — 34 805 — 839 Goodwill — — 10,413 — 10,413 Other intangible assets, net — 64 4,368 (64 ) 4,368 Pension benefits assets — — 488 — 488 Other non-current assets — 90 310 (47 ) 353 Non-current amounts due from group undertakings — 4,973 — (4,973 ) — Total non-current assets 3,409 14,116 16,384 (17,448 ) 16,461 TOTAL ASSETS $ 10,638 $ 15,843 $ 32,526 $ (28,754 ) $ 30,253 LIABILITIES AND EQUITY Fiduciary liabilities $ — $ — $ 10,505 $ — $ 10,505 Deferred revenue and accrued expenses — 42 1,488 (49 ) 1,481 Short-term debt and current portion of long-term debt — 416 92 — 508 Other current liabilities 77 117 684 (2 ) 876 Amounts due to group undertakings — 9,150 2,097 (11,247 ) — Total current liabilities 77 9,725 14,866 (11,298 ) 13,370 Long-term debt 496 2,692 169 — 3,357 Liability for pension benefits — — 1,321 — 1,321 Deferred tax liabilities — — 1,013 (149 ) 864 Provision for liabilities — 120 455 — 575 Other non-current liabilities — 63 483 (14 ) 532 Non-current amounts due to group undertakings — — 4,973 (4,973 ) — Total non-current liabilities 496 2,875 8,414 (5,136 ) 6,649 TOTAL LIABILITIES 573 12,600 23,280 (16,434 ) 20,019 REDEEMABLE NONCONTROLLING INTEREST — — 51 — 51 EQUITY Total Willis Towers Watson shareholders’ equity 10,065 3,243 9,077 (12,320 ) 10,065 Noncontrolling interests — — 118 — 118 Total equity 10,065 3,243 9,195 (12,320 ) 10,183 TOTAL LIABILITIES AND EQUITY $ 10,638 $ 15,843 $ 32,526 $ (28,754 ) $ 30,253 Unaudited Condensed Consolidating Statement of Cash Flows Three Months Ended March 31, 2017 Willis The Other Consolidating Consolidated NET CASH FROM/(USED IN) OPERATING ACTIVITIES $ 79 $ (248 ) $ 322 $ (58 ) $ 95 CASH FLOWS FROM/(USED IN) INVESTING ACTIVITIES Additions to fixed assets and software for internal use — (2 ) (60 ) — (62 ) Capitalized software costs — — (15 ) — (15 ) Acquisitions of operations, net of cash acquired — — (12 ) — (12 ) Other, net — — 7 — 7 Proceeds from intercompany investing activities 1,122 — 14 (1,136 ) — Repayments of intercompany investing activities — (985 ) (1,107 ) 2,092 — Reduction in investment in subsidiaries — 1,000 59 (1,059 ) — Additional investment in subsidiaries (1,000 ) (59 ) — 1,059 — Net cash from/(used in) investing activities $ 122 $ (46 ) $ (1,114 ) $ 956 $ (82 ) CASH FLOWS (USED IN)/FROM FINANCING ACTIVITIES Net borrowings on revolving credit facility — 826 — — 826 Proceeds from issue of other debt — — 32 — 32 Debt issuance costs — (3 ) — — (3 ) Repayments of debt — (613 ) (23 ) — (636 ) Repurchase of shares (156 ) — — — (156 ) Proceeds from issuance of shares 20 — — — 20 Cash paid for employee taxes on withholding shares — — (3 ) — (3 ) Dividends paid (65 ) — (58 ) 58 (65 ) Acquisitions of and dividends paid to noncontrolling interests — — (1 ) — (1 ) Proceeds from intercompany financing activities — 1,108 984 (2,092 ) — Repayments of intercompany financing activities — (1,023 ) (113 ) 1,136 — Net cash (used in)/from financing activities $ (201 ) $ 295 $ 818 $ (898 ) $ 14 INCREASE IN CASH AND CASH EQUIVALENTS — 1 26 — 27 Effect of exchange rate changes on cash and cash equivalents — — 4 — 4 CASH AND CASH EQUIVALENTS, BEGINNING OF PERIOD — — 870 — 870 CASH AND CASH EQUIVALENTS, END OF PERIOD $ — $ 1 $ 900 $ — $ 901 Unaudited Condensed Consolidating Statement of Cash Flows Three Months Ended March 31, 2016 Willis The Other Consolidating Consolidated NET CASH (USED IN)/FROM OPERATING ACTIVITIES $ (4 ) $ (238 ) $ 361 $ — $ 119 CASH FLOWS FROM/(USED IN) INVESTING ACTIVITIES Additions to fixed assets and software for internal use — (9 ) (39 ) — (48 ) Capitalized software costs — — (18 ) — (18 ) Acquisitions of operations, net of cash acquired — — 469 — 469 Other, net — — 14 — 14 Proceeds from intercompany investing activities — — 9 (9 ) — Repayments of intercompany investing activities (4,308 ) (4,227 ) (560 ) 9,095 — 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 $ 292 $ (5,236 ) $ (3,725 ) $ 9,086 $ 417 CASH FLOWS (USED IN)/FROM FINANCING ACTIVITIES Net payments on revolving credit facility — (338 ) — — (338 ) Senior notes issued — 997 — — 997 Proceeds from issue of other debt — 400 — — 400 Repayments of debt (300 ) (406 ) (475 ) — (1,181 ) Proceeds from issuance of shares 11 — — — 11 Cash paid for employee taxes on withholding shares — — (1 ) — (1 ) Acquisitions of and dividends paid to noncontrolling interests — — (4 ) — (4 ) Proceeds from intercompany financing activities — 4,828 4,267 (9,095 ) — Repayments of intercompany financing activities — (9 ) — 9 — Net cash (used in)/from financing activities $ (289 ) $ 5,472 $ 3,787 $ (9,086 ) $ (116 ) (DECREASE)/INCREASE IN CASH AND CASH EQUIVALENTS (1 ) (2 ) 423 — 420 Effect of exchange rate changes on cash and cash equivalents — — 2 — 2 CASH AND CASH EQUIVALENTS, BEGINNING OF PERIOD 3 2 527 — 532 CASH AND CASH EQUIVALENTS, END OF PERIOD $ 2 $ — $ 952 $ — $ 954 Financial Information for Issuer, Parent Guarantor, Other Guarantor Subsidiaries and Non-Guarantor Subsidiaries Trinity Acquisition plc has $2.1 billion senior notes outstanding of which $525 million were issued on August 15, 2013, $1.0 billion were issued on March 22, 2016, €540 million ( $609 million ) were issued on May 26, 2016, and $1.1 billion outstanding under the $1.25 billion revolving credit facility issued March 7, 2017. 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, Willis Group Limited, Willis North America Inc., Willis Towers Watson Sub Holdings Unlimited Company 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 Willis North America Debt Securities (and for which condensed consolidating financial information is presented in Note 16 ) in that Trinity Acquisition plc 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 Towers Watson Sub Holdings Unlimited Company, Willis Netherlands Holdings B.V, Willis Investment U.K. Holdings Limited, TA I Limited and WTW Bermuda Holdings Ltd. are all direct or indirect parents of the issuer and Willis Group Limited and Willis North America Inc., are direct or indirect wholly owned subsidiaries of the issuer; (iii) Trinity Acquisition plc, which is the issuer and is a 100 percent indirectly owned subsidiary of the parent; (iv) Other, which are the non-guarantor subsidiaries, on a combined basis; (v) Consolidating adjustments; and (vi) the Consolidated Company. The equity method has been used for investments in subsidiaries in the condensed consolidating balance sheets of Willis Towers Watson, the Other Guarantors and the Issuer. Unaudited Condensed Consolidating Statement of Comprehensive Income Three Months Ended March 31, 2017 Willis The Other The Other Consolidating Consolidated Revenues Commissions and fees $ — $ 6 $ — $ 2,297 $ — $ 2,303 Interest and other income — — — 16 — 16 Total revenues — 6 — 2,313 — 2,319 Costs of providing services Salaries and benefits 1 10 — 1,180 — 1,191 Other operating expenses 1 17 — 383 — 401 Depreciation — 1 — 45 — 46 Amortization — — — 151 — 151 Restructuring costs — 7 — 20 — 27 Integration expenses — 4 — 36 — 40 Total costs of providing services 2 39 — 1,815 — 1,856 (Loss) Income from operations (2 ) (33 ) — 498 — 463 Income from Group undertakings — (168 ) (34 ) (58 ) 260 — Expenses due to Group undertakings — 80 6 174 (260 ) — Interest expense 7 9 25 5 — 46 Other expense, net — — — 20 — 20 (LOSS) INCOME FROM OPERATIONS BEFORE INCOME TAXES AND INTEREST IN EARNINGS OF ASSOCIATES (9 ) 46 3 357 — 397 Provision for income taxes — 2 — 44 — 46 (LOSS) INCOME FROM OPERATIONS BEFORE INTEREST IN EARNINGS OF ASSOCIATES (9 ) 44 3 313 — 351 Interest in earnings of associates, net of tax — — — 1 — 1 Equity account for subsidiaries 353 315 340 — (1,008 ) — NET INCOME 344 359 343 314 (1,008 ) 352 Income attributable to noncontrolling interests — — — (8 ) — (8 ) NET INCOME ATTRIBUTABLE TO WILLIS TOWERS WATSON $ 344 $ 359 $ 343 $ 306 $ (1,008 ) $ 344 Comprehensive income/(loss) before noncontrolling interests $ 320 $ 334 $ 319 $ 286 $ (928 ) $ 331 Comprehensive income attributable to noncontrolling interest — — — (11 ) — (11 ) Comprehensive income/(loss) (attributable to Willis Towers Watson) $ 320 $ 334 $ 319 $ 275 $ (928 ) $ 320 Unaudited Condensed Consolidating Statement of Comprehensive Income Three Months Ended March 31, 2016 Willis The Other The Other Consolidating Consolidated Revenues Commissions and fees $ — $ 7 $ — $ 2,212 $ — $ 2,219 Interest and other income — — — 15 — 15 Total revenues — 7 — 2,227 — 2,234 Costs of providing services Salaries and benefits — 14 — 1,182 — 1,196 Other operating expenses 1 93 — 337 — 431 Depreciation — 5 — 38 — 43 Amortization — — — 161 — 161 Restructuring costs — 13 — 12 — 25 Integration expenses 1 18 — 33 — 52 Total costs of providing services 2 143 — 1,763 — 1,908 (Loss) Income from operations (2 ) (136 ) — 464 — 326 Income from Group undertakings — (146 ) (31 ) (30 ) 207 — Expenses due to Group undertakings — 52 7 148 (207 ) — Interest expense 11 9 18 8 — 46 Other expense, net 1 — — 17 — 18 (LOSS) INCOME FROM OPERATIONS BEFORE INCOME TAXES AND INTEREST IN EARNINGS OF ASSOCIATES (14 ) (51 ) 6 321 — 262 Provision for income taxes — (42 ) 1 59 — 18 (LOSS) INCOME FROM OPERATIONS BEFORE INTEREST IN EARNINGS OF ASSOCIATES (14 ) (9 ) 5 262 — 244 Interest in earnings of associates, net of tax — — — 1 — 1 Equity account for subsidiaries 252 259 174 — (685 ) — NET INCOME 238 250 179 263 (685 ) 245 Income attributable to noncontrolling interests — — — (7 ) — (7 ) NET INCOME ATTRIBUTABLE TO WILLIS TOWERS WATSON $ 238 $ 250 $ 179 $ 256 $ (685 ) $ 238 Comprehensive income/(loss) before noncontrolling interests $ 222 $ 232 $ 161 $ 241 $ (625 ) $ 231 Comprehensive income attributable to noncontrolling interest — — — (9 ) — (9 ) Comprehensive income/(loss) (attributable to Willis Towers Watson) $ 222 $ 232 $ 161 $ 232 $ (625 ) $ 222 Unaudited Condensed Consolidating Balance Sheet As of March 31, 2017 Willis The Other The Other Consolidating Consolidated ASSETS Cash and cash equivalents $ — $ 1 $ — $ 900 $ — $ 901 Fiduciary assets — — — 12,266 — 12,266 Accounts receivable, net — 3 — 2,304 — 2,307 Prepaid and other current assets 1 128 — 235 (43 ) 321 Amounts due from group undertakings 6,098 868 1,760 2,816 (11,542 ) — Total current assets 6,099 1,000 1,760 18,521 (11,585 ) 15,795 Investments in subsidiaries 4,753 8,630 7,693 — (21,076 ) — Fixed assets, net — 35 — 828 — 863 Goodwill 1 — — 10,441 — 10,442 Other intangible assets, net — 64 — 4,245 (64 ) 4,245 Pension benefits assets — — — 536 — 536 Other non-current assets — 268 3 305 (225 ) 351 Non-current amounts due from group undertakings — 4,871 1,500 — (6,371 ) — Total non-current assets 4,754 13,868 9,196 16,355 (27,736 ) 16,437 TOTAL ASSETS $ 10,853 $ 14,868 $ 10,956 $ 34,876 $ (39,321 ) $ 32,232 LIABILITIES AND EQUITY Fiduciary liabilities $ — $ — $ — $ 12,266 $ — $ 12,266 Deferred revenue and accrued expenses — 21 — 1,228 (46 ) 1,203 Short-term debt and current portion of long-term debt — — — 120 — 120 Other current liabilities 79 72 19 812 14 996 Amounts due to group undertakings — 9,387 6 2,149 (11,542 ) — Total current liabilities 79 9,480 25 16,575 (11,574 ) 14,585 Long-term debt 496 186 3,145 148 — 3,975 Liability for pension benefits — — — 1,286 — 1,286 Deferred tax liabilities — — — 1,018 (219 ) 799 Provision for liabilities — 120 — 498 — 618 Other non-current liabilities — 47 — 479 (14 ) 512 Non-current amounts due to group undertakings — 518 423 5,430 (6,371 |