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’) has $837 million senior notes outstanding of which $187 million were issued on September 29, 2009, and $650 million were issued on May 16, 2017. Additionally, Willis North America had $394 million of senior notes issued on March 28, 2007; these were subsequently repaid on March 28, 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, 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 guarantor structure described above differs from the guarantor structure associated with the senior notes issued by Willis Towers Watson described in Note 17 and the guarantor structure associated with the senior notes and revolving credit facility issued by Trinity Acquisition plc described in Note 18 . 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 June 30, 2017 Willis The Other The Other Consolidating Consolidated Revenues Commissions and fees $ — $ — $ 5 $ 1,925 $ — $ 1,930 Interest and other income — — — 23 — 23 Total revenues — — 5 1,948 — 1,953 Costs of providing services Salaries and benefits 1 — 10 1,137 — 1,148 Other operating expenses 1 37 — 353 — 391 Depreciation — 2 — 49 — 51 Amortization — 2 — 147 — 149 Restructuring costs — — (3 ) 30 — 27 Integration expenses — 29 (1 ) 35 — 63 Total costs of providing services 2 70 6 1,751 — 1,829 (Loss)/income from operations (2 ) (70 ) (1 ) 197 — 124 Income from Group undertakings — (138 ) (41 ) (15 ) 194 — Expenses due to Group undertakings — — 50 144 (194 ) — Interest expense 8 26 6 6 — 46 Other expense, net — — — 30 — 30 (LOSS)/INCOME FROM OPERATIONS BEFORE INCOME TAXES AND INTEREST IN EARNINGS OF ASSOCIATES (10 ) 42 (16 ) 32 — 48 (Benefit)/provision for income taxes (1 ) 5 (1 ) 5 — 8 (LOSS)/INCOME FROM OPERATIONS BEFORE INTEREST IN EARNINGS OF ASSOCIATES (9 ) 37 (15 ) 27 — 40 Interest in earnings of associates, net of tax — — — 1 — 1 Equity account for subsidiaries 42 (11 ) 50 — (81 ) — NET INCOME 33 26 35 28 (81 ) 41 Income attributable to non-controlling interests — — — (8 ) — (8 ) NET INCOME ATTRIBUTABLE TO WILLIS TOWERS WATSON $ 33 $ 26 $ 35 $ 20 $ (81 ) $ 33 Comprehensive income before non-controlling interests $ 165 $ 156 $ 136 $ 152 $ (428 ) $ 181 Comprehensive income attributable to non-controlling interest — — — (16 ) — (16 ) Comprehensive income attributable to Willis Towers Watson $ 165 $ 156 $ 136 $ 136 $ (428 ) $ 165 Unaudited Condensed Consolidating Statement of Comprehensive Income 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, net — (2 ) — (4 ) — (6 ) (LOSS)/INCOME FROM 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 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 Comprehensive (loss)/income before non-controlling interests $ (56 ) $ (70 ) $ 27 $ (61 ) $ 98 $ (62 ) Comprehensive loss attributable to non-controlling interest — — — 6 — 6 Comprehensive (loss)/income attributable to Willis Towers Watson $ (56 ) $ (70 ) $ 27 $ (55 ) $ 98 $ (56 ) Unaudited Condensed Consolidating Statement of Comprehensive Income Six Months Ended June 30, 2017 Willis The Other The Other Consolidating Consolidated Revenues Commissions and fees $ — $ — $ 11 $ 4,222 $ — $ 4,233 Interest and other income — — — 39 — 39 Total revenues — — 11 4,261 — 4,272 Costs of providing services Salaries and benefits 2 — 20 2,317 — 2,339 Other operating expenses 2 44 10 736 — 792 Depreciation — 3 — 94 — 97 Amortization — 2 — 298 — 300 Restructuring costs — 4 — 50 — 54 Integration expenses — 30 2 71 — 103 Total costs of providing services 4 83 32 3,566 — 3,685 (Loss)/income from operations (4 ) (83 ) (21 ) 695 — 587 Income from Group undertakings — (266 ) (114 ) (73 ) 453 — Expenses due to Group undertakings — 39 96 318 (453 ) — Interest expense 15 50 16 11 — 92 Other expense, net — — — 50 — 50 (LOSS)/INCOME FROM OPERATIONS BEFORE INCOME TAXES AND INTEREST IN EARNINGS OF ASSOCIATES (19 ) 94 (19 ) 389 — 445 (Benefit)/provision for income taxes (1 ) 9 (3 ) 49 — 54 (LOSS)/INCOME FROM OPERATIONS BEFORE INTEREST IN EARNINGS OF ASSOCIATES (18 ) 85 (16 ) 340 — 391 Interest in earnings of associates, net of tax — — — 2 — 2 Equity account for subsidiaries 395 300 225 — (920 ) — NET INCOME 377 385 209 342 (920 ) 393 Income attributable to non-controlling interests — — — (16 ) — (16 ) NET INCOME ATTRIBUTABLE TO WILLIS TOWERS WATSON $ 377 $ 385 $ 209 $ 326 $ (920 ) $ 377 Comprehensive income before non-controlling interests $ 485 $ 490 $ 283 $ 438 $ (1,184 ) $ 512 Comprehensive income attributable to non-controlling interests — — — (27 ) — (27 ) Comprehensive income attributable to Willis Towers Watson $ 485 $ 490 $ 283 $ 411 $ (1,184 ) $ 485 Unaudited Condensed Consolidating Statement of Comprehensive Income 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 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 OPERATIONS BEFORE INTEREST IN EARNINGS OF ASSOCIATES (22 ) 101 (76 ) 317 — 320 Interest in earnings 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 Comprehensive income/(loss) before non-controlling interests $ 166 $ 162 $ (31 ) $ 179 $ (307 ) $ 169 Comprehensive income attributable to non-controlling interest — — — (3 ) — (3 ) Comprehensive income/(loss) attributable to Willis Towers Watson $ 166 $ 162 $ (31 ) $ 176 $ (307 ) $ 166 Unaudited Condensed Consolidating Balance Sheet As of June 30, 2017 Willis The Other The Other Consolidating Consolidated ASSETS Cash and cash equivalents $ — $ 7 $ — $ 845 $ — $ 852 Fiduciary assets — — — 12,751 — 12,751 Accounts receivable, net — — 5 2,283 — 2,288 Prepaid and other current assets 1 37 107 199 (2 ) 342 Amounts due from group undertakings 6,283 1,276 1,701 2,559 (11,819 ) — Total current assets 6,284 1,320 1,813 18,637 (11,821 ) 16,233 Investments in subsidiaries 4,562 8,614 6,024 — (19,200 ) — Fixed assets, net — 36 — 859 — 895 Goodwill — — — 10,509 — 10,509 Other intangible assets, net — 61 — 4,156 (61 ) 4,156 Pension benefits assets — — — 595 — 595 Other non-current assets — 11 218 369 (212 ) 386 Non-current amounts due from group undertakings — 4,918 861 — (5,779 ) — Total non-current assets 4,562 13,640 7,103 16,488 (25,252 ) 16,541 TOTAL ASSETS $ 10,846 $ 14,960 $ 8,916 $ 35,125 $ (37,073 ) $ 32,774 LIABILITIES AND EQUITY Fiduciary liabilities $ — $ — $ — $ 12,751 $ — $ 12,751 Deferred revenue and accrued expenses — 4 53 1,346 (92 ) 1,311 Short-term debt and current portion of long-term debt — — — 85 — 85 Other current liabilities 87 65 124 606 — 882 Amounts due to group undertakings — 7,370 2,207 2,242 (11,819 ) — Total current liabilities 87 7,439 2,384 17,030 (11,911 ) 15,029 Long-term debt 496 2,643 830 128 — 4,097 Liability for pension benefits — — — 1,271 — 1,271 Deferred tax liabilities — — — 1,024 (201 ) 823 Provision for liabilities — — 120 517 — 637 Other non-current liabilities — 15 18 454 (14 ) 473 Non-current amounts due to group undertakings — — 519 5,260 (5,779 ) — Total non-current liabilities 496 2,658 1,487 8,654 (5,994 ) 7,301 TOTAL LIABILITIES 583 10,097 3,871 25,684 (17,905 ) 22,330 REDEEMABLE NON-CONTROLLING INTEREST — — — 57 — 57 EQUITY Total Willis Towers Watson shareholders’ equity 10,263 4,863 5,045 9,260 (19,168 ) 10,263 Non-controlling interests — — — 124 — 124 Total equity 10,263 4,863 5,045 9,384 (19,168 ) 10,387 TOTAL LIABILITIES AND EQUITY $ 10,846 $ 14,960 $ 8,916 $ 35,125 $ (37,073 ) $ 32,774 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 NON-CONTROLLING INTEREST — — — 51 — 51 EQUITY Total Willis Towers Watson shareholders’ equity 10,065 3,243 4,258 9,077 (16,578 ) 10,065 Non-controlling 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 Six Months Ended June 30, 2017 Willis The Other The Other Consolidating Consolidated NET CASH FROM/(USED IN) OPERATING ACTIVITIES $ 448 $ 123 $ 39 $ (116 ) $ (175 ) $ 319 CASH FLOWS (USED IN)/FROM INVESTING ACTIVITIES Additions to fixed assets and software for internal use — (5 ) — (114 ) — (119 ) Capitalized software costs — — — (32 ) — (32 ) Acquisitions of operations, net of cash acquired — — — (13 ) — (13 ) Other, net — — — 9 — 9 Proceeds from intercompany investing activities 1,008 284 10 215 (1,517 ) — Repayments of intercompany investing activities (60 ) (400 ) (3 ) (31 ) 494 — Reduction in investment in subsidiaries — 1,000 — 59 (1,059 ) — Additional investment in subsidiaries (1,000 ) (59 ) — — 1,059 — Net cash (used in)/from investing activities $ (52 ) $ 820 $ 7 $ 93 $ (1,023 ) $ (155 ) CASH FLOWS USED IN FINANCING ACTIVITIES Net borrowings on revolving credit facility — 283 — — — 283 Senior notes issued — — 650 — — 650 Proceeds from issuance of other debt — — — 32 — 32 Debt issuance costs — (4 ) (5 ) — — (9 ) Repayments of debt — (215 ) (399 ) (81 ) — (695 ) Repurchase of shares (296 ) — — — — (296 ) Proceeds from issuance of shares 37 — — — — 37 Cash paid for employee taxes on withholding shares — — — (3 ) — (3 ) Payments of deferred and contingent consideration related to acquisitions — — — (44 ) — (44 ) Dividends paid (137 ) — (59 ) (116 ) 175 (137 ) Acquisitions of and dividends paid to non-controlling interests — — — (14 ) — (14 ) Proceeds from intercompany financing activities — 32 — 462 (494 ) — Repayments of intercompany financing activities — (1,032 ) (233 ) (252 ) 1,517 — Net cash used in financing activities $ (396 ) $ (936 ) $ (46 ) $ (16 ) $ 1,198 $ (196 ) INCREASE/(DECREASE) IN CASH AND CASH EQUIVALENTS — 7 — (39 ) — (32 ) Effect of exchange rate changes on cash and cash equivalents — — — 14 — 14 CASH AND CASH EQUIVALENTS, BEGINNING OF PERIOD — — — 870 — 870 CASH AND CASH EQUIVALENTS, END OF PERIOD $ — $ 7 $ — $ 845 $ — $ 852 Unaudited Condensed Consolidating 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 ) $ 1,000 $ (1 ) $ 436 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 Other, net — — — 23 — 23 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 revolving credit facility — (393 ) — — — (393 ) Senior notes issued — 1,606 — — — 1,606 Proceeds from issuance 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 28 — — — — 28 Dividends paid (67 ) — — (1 ) 1 (67 ) Cash paid for employee taxes on withholding shares — — — (9 ) — (9 ) Acquisitions of and dividends paid to non-controlling 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 $ 3,336 $ (8,659 ) $ (324 ) (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 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 described in Note 16 and the guarantor structure associated with the senior notes and revolving credit facility issued by Trinity Acquisition plc described in Note 18 . 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 June 30, 2017 Willis The Other Consolidating Consolidated Revenues Commissions and fees $ — $ 5 $ 1,925 $ — $ 1,930 Interest and other income — — 23 — 23 Total revenues — 5 1,948 — 1,953 Costs of providing services Salaries and benefits 1 10 1,137 — 1,148 Other operating expenses 1 37 353 — 391 Depreciation — 2 49 — 51 Amortization — 2 147 — 149 Restructuring costs — (3 ) 30 — 27 Integration expenses — 28 35 — 63 Total costs of providing services 2 76 1,751 — 1,829 (Loss)/income from operations (2 ) (71 ) 197 — 124 Income from Group undertakings — (149 ) (15 ) 164 — Expenses due to Group undertakings — 20 144 (164 ) — Interest expense 8 32 6 — 46 Other expense, net — — 30 — 30 (LOSS)/INCOME FROM OPERATIONS BEFORE INCOME TAXES AND INTEREST IN EARNINGS OF ASSOCIATES (10 ) 26 32 — 48 (Benefit)/provision for income taxes (1 ) 4 5 — 8 (LOSS)/INCOME FROM OPERATIONS BEFORE INTEREST IN EARNINGS OF ASSOCIATES (9 ) 22 27 — 40 Interest in earnings of associates, net of tax — — 1 — 1 Equity account for subsidiaries 42 4 — (46 ) — NET INCOME 33 26 28 (46 ) 41 Income attributable to non-controlling interests — — (8 ) — (8 ) NET INCOME ATTRIBUTABLE TO WILLIS TOWERS WATSON $ 33 $ 26 $ 20 $ (46 ) $ 33 Comprehensive income before non-controlling interests $ 165 $ 156 $ 152 $ (292 ) $ 181 Comprehensive income attributable to non-controlling interests — — (16 ) — (16 ) Comprehensive income attributable to Willis Towers Watson $ 165 $ 156 $ 136 $ (292 ) $ 165 Unaudited Condensed Consolidating Statement of Comprehensive Income Three Months Ended June 30, 2016 Willis The Other Consolidating Consolidated Revenues Commissions and fees $ — $ 4 $ 1,890 $ — $ 1,894 Interest and other income — 1 54 — 55 Total revenues — 5 1,944 — 1,949 Costs of providing services Salaries and benefits 1 11 1,189 — 1,201 Other operating expenses 2 36 335 — 373 Depreciation — 4 40 — 44 Amortization — — 125 — 125 Restructuring costs — 14 27 — 41 Integration expenses (1 ) 4 26 — 29 Total costs of providing services 2 69 1,742 — 1,813 (Loss)/income from operations (2 ) (64 ) 202 — 136 Income from Group undertakings — (155 ) (40 ) 195 — Expenses due to Group undertakings — 42 153 (195 ) — Interest expense 6 35 6 — 47 Other income, net — (2 ) (4 ) — (6 ) (LOSS)/INCOME FROM OPERATIONS BEFORE INCOME TAXES AND INTEREST IN EARNINGS OF ASSOCIATES (8 ) 16 87 — 95 (Benefit)/provision for income taxes — (13 ) 32 — 19 (LOSS)/INCOME FROM OPERATIONS BEFORE INTEREST IN EARNINGS OF ASSOCIATES (8 ) 29 55 — 76 Equity account for subsidiaries 80 28 — (108 ) — NET INCOME 72 57 55 (108 ) 76 Income attributable to non-controlling interests — — (4 ) — (4 ) NET INCOME ATTRIBUTABLE TO WILLIS TOWERS WATSON $ 72 $ 57 $ 51 $ (108 ) $ 72 Comprehensive loss before non-controlling interests $ (56 ) $ (70 ) $ (62 ) $ 126 $ (62 ) Comprehensive loss attributable to non-controlling interests — — 6 — 6 Comprehensive loss attributable to Willis Towers Watson $ (56 ) $ (70 ) $ (56 ) $ 126 $ (56 ) Unaudited Condensed Consolidating Statement of Comprehensive Income Six Months Ended June 30, 2017 Willis The Other Consolidating Consolidated Revenues Commissions and fees $ — $ 11 $ 4,222 $ — $ 4,233 Interest and other income — — 39 — 39 Total revenues — 11 4,261 — 4,272 Costs of providing services Salaries and benefits 2 20 2,317 — 2,339 Other operating expenses 2 54 736 — 792 Depreciation — 3 94 — 97 Amortization — 2 298 — 300 Restructuring costs — 4 50 — 54 Integration expenses — 32 71 — 103 Total costs of providing services 4 115 3,566 — 3,685 (Loss)/income from operations (4 ) (104 ) 695 — 587 Income from Group undertakings — (323 ) (73 ) 396 — Expenses due to Group undertakings — 78 318 (396 ) — Interest expense 15 66 11 — 92 Other expense, net — — 50 — 50 (LOSS)/INCOME FROM OPERATIONS BEFORE INCOME TAXES AND INTEREST IN EARNINGS OF ASSOCIATES (19 ) 75 389 — 445 (Benefit)/provision for income taxes (1 ) 6 49 — 54 (LOSS)/INCOME FROM OPERATIONS BEFORE INTEREST IN EARNINGS OF ASSOCIATES (18 ) 69 340 — 391 Interest in earnings of associates, net of tax — — 2 — 2 Equity account for subsidiaries 395 316 — (711 ) — NET INCOME 377 385 342 (711 ) 393 Income attributable to non-controlling interests — — (16 ) — (16 ) NET INCOME ATTRIBUTABLE TO WILLIS TOWERS WATSON $ 377 $ 385 $ 326 $ (711 ) $ 377 Comprehensive income before non-controlling interests $ 485 $ 490 $ 438 $ (901 ) $ 512 Comprehensive income attributable to non-controlling interests — — (27 ) — (27 ) Comprehensive income attributable to Willis Towers Watson $ 485 $ 490 $ 411 $ (901 ) $ 485 Unaudited Condensed Consolidating Statement of Comprehensive Income 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 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 OPERATIONS BEFORE INTEREST IN EARNINGS OF ASSOCIATES (22 ) 25 317 — 320 Interest in earnings 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 Comprehensive income before non-controlling interests $ 166 $ 162 $ 179 $ (338 ) $ 169 Comprehensive income attributable to non-controlling interests — — (3 ) — (3 ) Comprehensive income attributable to Willis Towers Watson $ 166 $ 162 $ 176 $ (338 ) $ 166 Unaudited Condensed Consolidating Balance Sheet As of June 30, 2017 Willis The Other Consolidating Consolidated ASSETS Cash and cash equivalents $ — $ 7 $ 845 $ — $ 852 Fiduciary assets — — 12,751 — 12,751 Accounts receivable, net — 5 2,283 — 2,288 Prepaid and other current assets 1 144 199 (2 ) 342 Amounts due from group undertakings 6,283 1,729 2,559 (10,571 ) — Total current assets 6,284 1,885 18,637 (10,573 ) 16,233 Investments in subsidiaries 4,562 9,593 — (14,155 ) — Fixed assets, net — 36 859 — 895 Goodwill — — 10,509 — 10,509 Other intangible assets, net — 61 4,156 (61 ) 4,156 Pension benefits assets — — 595 — 595 Other non-current assets — 229 369 (212 ) 386 Non-current amounts due from group undertakings — 5,260 — (5,260 ) — Total non-current assets 4,562 15,179 16,488 (19,688 ) 16,541 TOTAL ASSETS $ 10,846 $ 17,064 $ 35,125 $ (30,261 ) $ 32,774 LIABILITIES AND EQUITY Fiduciary liabilities $ — $ — $ 12,751 $ — $ 12,751 Deferred revenue and accrued expenses — 57 1,346 (92 ) 1,311 Short-term debt and current portion of long-term debt — — 85 — 85 Other current liabilities 87 189 606 — 882 Amounts due to group undertakings — 8,329 2,242 (10,571 ) — Total current liabilities 87 8,575 17,030 (10,663 ) 15,029 Long-term debt 496 3,473 128 — 4,097 Liability for pension benefits — — 1,271 — 1,271 Deferred tax liabilities — — 1,024 (201 ) 823 Provision for liabilities — 120 517 — 637 Other non-current liabilities — 33 454 (14 ) 473 Non-current amounts due to group undertakings — — 5,260 (5,260 ) — Total non-current liabilities 496 3,626 8,654 (5,475 ) 7,301 TOTAL LIABILITIES 583 12,201 25,684 (16,138 ) 22,330 REDEEMABLE NON-CONTROLLING INTEREST — — 57 — 57 EQUITY Total Willis Towers Watson shareholders’ equity 10,263 4,863 9,260 (14,123 ) 10,263 Non-controlling interests — — 124 — 124 Total equity 10,263 4,863 9,384 (14,123 ) 10,387 TOTAL LIABILITIES AND EQUITY $ 10,846 $ 17,064 $ 35,125 $ (30,261 ) $ 32,774 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 NON-CONTROLLING INTEREST — — 51 — 51 EQUITY Total Willis Towers Watson shareholders’ equity 10,065 3,243 9,077 (12,320 ) 10,065 Non-controlling 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 Six Months Ended June 30, 2017 Willis The Other Consolidating Consolidated NET CASH FROM/(USED IN) OPERATING ACTIVITIES $ 448 $ 103 $ (116 ) $ (116 ) $ 319 CASH FLOWS (USED IN)/FROM INVESTING ACTIVITIES Additions to fixed assets and software for internal use — (5 ) (114 ) — (119 ) Capitalized software costs — — (32 ) — (32 ) Acquisitions of operations, net of cash acquired — — (13 ) — (13 ) Other, net — — 9 — 9 Proceeds from intercompany investing activities 1,008 252 215 (1,475 ) — Repayments of intercompany investing activities (60 ) (403 ) (31 ) 494 — Reduction in investment in subsidiaries — 1,000 59 (1,059 ) — Additional investment in subsidiaries (1,000 ) (59 ) — 1,059 — Net cash (used in)/from investing activities $ (52 ) $ 785 $ 93 $ (981 ) $ (155 ) CASH FLOWS USED IN FINANCING ACTIVITIES Net borrowings on revolving credit facility — 283 — — 283 Senior notes issued — 650 — — 650 Proceeds from issuance of other debt — — 32 — 32 Debt issuance costs — (9 ) — — (9 ) Repayments of debt — (614 ) (81 ) — (695 ) Repurchase of shares (296 ) — — — (296 ) Proceeds from issuance of shares 37 — — — 37 Cash paid for employee taxes on withholding shares — — (3 ) — (3 ) Payments of deferred and contingent consideration related to acquisitions — — (44 ) — (44 ) Dividends paid (137 ) — (116 ) 116 (137 ) Acquisitions of and dividends paid to non-controlling interests — — (14 ) — (14 ) Proceeds from intercompany financing activities — 32 462 (494 ) — Repayments of intercompany financing activities — (1,223 ) (252 ) 1,475 — Net cash used in financing activities $ (396 ) $ (881 ) $ (16 ) $ 1,097 $ (196 ) INCREASE/(DECREASE) IN CASH AND CASH EQUIVALENTS — 7 (39 ) — (32 ) Effect of exchange rate changes on cash and cash equivalents — — 14 — 14 CASH AND CASH EQUIVALENTS, BEGINNING OF PERIOD — — 870 — 870 CASH AND CASH EQUIVALENTS, END OF PERIOD $ — $ 7 $ 845 $ — $ 852 Unaudited Condensed Consolidating Statement of Cash Flows Six Months Ended June 30, 2016 Willis The Other Consolidating Consolidated NET CASH FROM/(USED IN) OPERATING ACTIVITIES $ 42 $ (605 ) $ 1,000 $ (1 ) $ 436 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 Other, net — — 23 — 23 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 revolving credit facility — (393 ) — — (393 ) Senior notes issued — 1,606 — — 1,606 Proceeds from issuance 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 28 — — — 28 Dividends paid (67 ) — (1 ) 1 (67 ) Cash paid for employee taxes on withholding shares — — (9 ) — (9 ) Acquisitions of and dividends paid to non-controlling interests — — (15 ) — (15 ) Proceeds from intercompany financing activities — 4,803 3,857 (8,660 ) — Net cash (used in)/from financing activities $ (377 ) $ 5,376 $ 3,336 $ (8,659 ) $ (324 ) (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 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 $523 million 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 an |