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 Willis Towers Watson UK Holdings Limited, collectively the ‘Other Guarantors’, and with Willis Towers Watson, the ‘Guarantor Companies’. On August 11, 2017 a newly formed entity, Willis Towers Watson UK Holdings Limited, became the successor to, and assumed all guarantees of, WTW Bermuda Holdings Ltd. under the outstanding indentures for the senior notes described above. As both entities are direct subsidiaries of TA I Limited, and sub-consolidate within the ‘Other Guarantors’ columns of the financial statements presented herein, there is no significant impact on the condensed consolidating financial statements from what has previously been disclosed. The guarantor structure described above differs from the guarantor structure associated with the senior notes issued by Willis Towers Watson described in Note 22 and the guarantor structure associated with the senior notes and revolving credit facility issued by Trinity Acquisition plc described in Note 23 . 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. Condensed Consolidating Statement of Comprehensive Income Year ended December 31, 2017 Willis The Other The Other Consolidating Consolidated Revenues Commissions and fees $ — $ — $ 19 $ 8,097 $ — $ 8,116 Interest and other income — — — 86 — 86 Total revenues — — 19 8,183 — 8,202 Costs of providing services Salaries and benefits 4 — 48 4,693 — 4,745 Other operating expenses 3 92 20 1,419 — 1,534 Depreciation — 6 — 197 — 203 Amortization — 3 — 581 (3 ) 581 Restructuring costs — 8 15 109 — 132 Transaction and integration expenses — 73 19 177 — 269 Total costs of providing services 7 182 102 7,176 (3 ) 7,464 (Loss)/income from operations (7 ) (182 ) (83 ) 1,007 3 738 Income from Group undertakings — (535 ) (219 ) (148 ) 902 — Expenses due to Group undertakings — 62 185 655 (902 ) — Interest expense 30 102 35 21 — 188 Other (income)/expense, net (35 ) — — (142 ) 238 61 (LOSS)/INCOME FROM OPERATIONS BEFORE INCOME TAXES AND INTEREST IN EARNINGS OF ASSOCIATES (2 ) 189 (84 ) 621 (235 ) 489 (Benefit from)/provision for income taxes — (51 ) 29 (78 ) — (100 ) (LOSS)/INCOME FROM OPERATIONS BEFORE INTEREST IN EARNINGS OF ASSOCIATES (2 ) 240 (113 ) 699 (235 ) 589 Interest in earnings of associates, net of tax — — — 3 — 3 Equity account for subsidiaries 570 353 171 — (1,094 ) — NET INCOME 568 593 58 702 (1,329 ) 592 Income attributable to non-controlling interests — — — (24 ) — (24 ) NET INCOME ATTRIBUTABLE TO WILLIS TOWERS WATSON $ 568 $ 593 $ 58 $ 678 $ (1,329 ) $ 568 Comprehensive income before non-controlling interests $ 939 $ 953 $ 197 $ 1,050 $ (2,163 ) $ 976 Comprehensive income attributable to non-controlling interests — — — (37 ) — (37 ) Comprehensive income attributable to Willis Towers Watson $ 939 $ 953 $ 197 $ 1,013 $ (2,163 ) $ 939 Condensed Consolidating Statement of Comprehensive Income Year ended December 31, 2016 Willis The Other The Other Consolidating Consolidated Revenues Commissions and fees $ — $ — $ 19 $ 7,759 $ — $ 7,778 Interest and other income — 2 — 107 — 109 Total revenues — 2 19 7,866 — 7,887 Costs of providing services Salaries and benefits 2 1 15 4,628 — 4,646 Other operating expenses 3 112 88 1,348 — 1,551 Depreciation — 5 14 159 — 178 Amortization — — — 591 — 591 Restructuring costs — 29 39 125 — 193 Transaction and integration expenses 1 16 26 134 — 177 Total costs of providing services 6 163 182 6,985 — 7,336 (Loss)/income from operations (6 ) (161 ) (163 ) 881 — 551 Income from Group undertakings (3 ) (500 ) (287 ) (136 ) 926 — Expenses due to Group undertakings 3 74 178 671 (926 ) — Interest expense 32 89 39 24 — 184 Other (income)/expense, net — (2 ) — 29 — 27 (LOSS)/INCOME FROM OPERATIONS BEFORE INCOME TAXES AND INTEREST IN EARNINGS OF ASSOCIATES (38 ) 178 (93 ) 293 — 340 (Benefit from)/provision for income taxes — (36 ) (86 ) 26 — (96 ) (LOSS)/INCOME FROM OPERATIONS BEFORE INTEREST IN EARNINGS OF ASSOCIATES (38 ) 214 (7 ) 267 — 436 Interest in earnings of associates, net of tax — — — 2 — 2 Equity account for subsidiaries 458 234 157 — (849 ) — NET INCOME 420 448 150 269 (849 ) 438 Income attributable to non-controlling interests — — — (18 ) — (18 ) NET INCOME ATTRIBUTABLE TO WILLIS TOWERS WATSON $ 420 $ 448 $ 150 $ 251 $ (849 ) $ 420 Comprehensive loss before non-controlling interests $ (427 ) $ (380 ) $ (266 ) $ (550 ) $ 1,194 $ (429 ) Comprehensive loss attributable to non-controlling interests — — — 2 — 2 Comprehensive loss attributable to Willis Towers Watson $ (427 ) $ (380 ) $ (266 ) $ (548 ) $ 1,194 $ (427 ) Condensed Consolidating Statement of Comprehensive Income Year ended December 31, 2015 Willis The Other The Other Consolidating Consolidated Revenues Commissions and fees $ — $ — $ 11 $ 3,798 $ — $ 3,809 Interest and other income — 1 — 19 — 20 Total revenues — 1 11 3,817 — 3,829 Costs of providing services Salaries and benefits 1 — 77 2,225 — 2,303 Other operating expenses 8 100 1 609 — 718 Depreciation — 6 16 73 — 95 Amortization — — — 76 — 76 Restructuring costs — 28 13 85 — 126 Transaction and integration expenses 4 14 — 66 — 84 Total costs of providing services 13 148 107 3,134 — 3,402 (Loss)/income from operations (13 ) (147 ) (96 ) 683 — 427 Income from Group undertakings — (225 ) (236 ) (110 ) 571 — Expenses due to Group undertakings — 31 189 351 (571 ) — Interest expense 43 39 42 18 — 142 Other expense/(income), net 10 (42 ) — (23 ) — (55 ) (LOSS)/INCOME FROM OPERATIONS BEFORE INCOME TAXES AND INTEREST IN EARNINGS OF ASSOCIATES (66 ) 50 (91 ) 447 — 340 (Benefit from)/provision for income taxes — (29 ) (17 ) 13 — (33 ) (LOSS)/INCOME FROM OPERATIONS BEFORE INTEREST IN EARNINGS OF ASSOCIATES (66 ) 79 (74 ) 434 — 373 Interest in earnings of associates, net of tax — 9 — 2 — 11 Equity account for subsidiaries 439 347 106 — (892 ) — NET INCOME 373 435 32 436 (892 ) 384 Income attributable to non-controlling interests — — — (11 ) — (11 ) NET INCOME ATTRIBUTABLE TO WILLIS TOWERS WATSON $ 373 $ 435 $ 32 $ 425 $ (892 ) $ 373 Comprehensive income before non-controlling interests $ 402 $ 462 $ 49 $ 455 $ (965 ) $ 403 Comprehensive income attributable to non-controlling interests — — — (1 ) — (1 ) Comprehensive income attributable to Willis Towers Watson $ 402 $ 462 $ 49 $ 454 $ (965 ) $ 402 Condensed Consolidating Balance Sheet As of December 31, 2017 Willis The Other The Other Consolidating Consolidated ASSETS Cash and cash equivalents $ 2 $ 1 $ — $ 1,027 $ — $ 1,030 Fiduciary assets — — — 12,155 — 12,155 Accounts receivable, net — — 4 2,242 — 2,246 Prepaid and other current assets — 45 267 264 (146 ) 430 Amounts due from group undertakings 6,202 1,331 1,661 3,626 (12,820 ) — Total current assets 6,204 1,377 1,932 19,314 (12,966 ) 15,861 Investments in subsidiaries 4,506 8,836 6,125 — (19,467 ) — Fixed assets, net — 25 — 960 — 985 Goodwill — — — 10,519 — 10,519 Other intangible assets, net — 60 — 3,882 (60 ) 3,882 Pension benefits assets — — — 764 — 764 Other non-current assets — 34 115 388 (90 ) 447 Non-current amounts due from group undertakings — 5,375 861 — (6,236 ) — Total non-current assets 4,506 14,330 7,101 16,513 (25,853 ) 16,597 TOTAL ASSETS $ 10,710 $ 15,707 $ 9,033 $ 35,827 $ (38,819 ) $ 32,458 LIABILITIES AND EQUITY Fiduciary liabilities $ — $ — $ — $ 12,155 $ — $ 12,155 Deferred revenue and accrued expenses — 7 19 1,685 — 1,711 Short-term debt and current portion of long-term debt — — — 85 — 85 Other current liabilities 87 60 83 724 (150 ) 804 Amounts due to group undertakings — 8,100 2,790 1,930 (12,820 ) — Total current liabilities 87 8,167 2,892 16,579 (12,970 ) 14,755 Long-term debt 497 2,883 986 84 — 4,450 Liability for pension benefits — — — 1,259 — 1,259 Deferred tax liabilities — — — 704 (89 ) 615 Provision for liabilities — — 120 438 — 558 Other non-current liabilities — 5 19 520 — 544 Non-current amounts due to group undertakings — — 519 5,717 (6,236 ) — Total non-current liabilities 497 2,888 1,644 8,722 (6,325 ) 7,426 TOTAL LIABILITIES 584 11,055 4,536 25,301 (19,295 ) 22,181 REDEEMABLE NON-CONTROLLING INTEREST — — — 28 — 28 EQUITY Total Willis Towers Watson shareholders’ equity 10,126 4,652 4,497 10,375 (19,524 ) 10,126 Non-controlling interests — — — 123 — 123 Total equity 10,126 4,652 4,497 10,498 (19,524 ) 10,249 TOTAL LIABILITIES AND EQUITY $ 10,710 $ 15,707 $ 9,033 $ 35,827 $ (38,819 ) $ 32,458 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 Condensed Consolidating Statement of Cash Flows Year ended December 31, 2017 Willis The Other The Other Consolidating Consolidated NET CASH FROM/(USED IN) OPERATING ACTIVITIES $ 743 $ (725 ) $ 114 $ 939 $ (209 ) $ 862 CASH FLOWS FROM/(USED IN) INVESTING ACTIVITIES Additions to fixed assets and software for internal use — (8 ) — (292 ) — (300 ) Capitalized software costs — — — (75 ) — (75 ) Acquisitions of operations, net of cash acquired — — — (13 ) — (13 ) Net disposals of operations — — — 57 — 57 Other, net — — — (4 ) — (4 ) Proceeds from intercompany investing activities 1,042 1,326 19 1,237 (3,624 ) — Repayments of intercompany investing activities — (994 ) (74 ) (1,722 ) 2,790 — Reduction in investment in subsidiaries 104 1,188 100 618 (2,010 ) — Additional investment in subsidiaries (1,139 ) (503 ) (215 ) (153 ) 2,010 — Net cash from/(used in) investing activities $ 7 $ 1,009 $ (170 ) $ (347 ) $ (834 ) $ (335 ) CASH FLOWS (USED IN)/FROM FINANCING ACTIVITIES Net borrowings on revolving credit facility — 487 155 — — 642 Senior notes issued — — 649 — — 649 Proceeds from issuance of other debt — — — 32 — 32 Debt issuance costs — (4 ) (5 ) — — (9 ) Repayments of debt — (220 ) (394 ) (120 ) — (734 ) Repurchase of shares (532 ) — — — — (532 ) Proceeds from issuance of shares 61 — — — — 61 Payments for share cancellation related to legal settlement — — — (177 ) — (177 ) Payments of deferred and contingent consideration related to acquisitions — — — (65 ) — (65 ) Cash paid for employee taxes on withholding shares — — — (18 ) — (18 ) Dividends paid (277 ) — (58 ) (151 ) 209 (277 ) Acquisitions of and dividends paid to non-controlling interests — — — (51 ) — (51 ) Proceeds from intercompany financing activities — 1,518 203 1,069 (2,790 ) — Repayments of intercompany financing activities — (2,064 ) (494 ) (1,066 ) 3,624 — Net cash (used in)/from financing activities $ (748 ) $ (283 ) $ 56 $ (547 ) $ 1,043 $ (479 ) INCREASE IN CASH AND CASH EQUIVALENTS 2 1 — 45 — 48 Effect of exchange rate changes on cash and cash equivalents — — — 112 — 112 CASH AND CASH EQUIVALENTS, BEGINNING OF YEAR — — — 870 — 870 CASH AND CASH EQUIVALENTS, END OF YEAR $ 2 $ 1 $ — $ 1,027 $ — $ 1,030 Condensed Consolidating Statement of Cash Flows Year ended December 31, 2016 Willis The Other The Other Consolidating Consolidated NET CASH (USED IN)/FROM OPERATING ACTIVITIES $ (20 ) $ 128 $ (83 ) $ 1,114 $ (206 ) $ 933 CASH FLOWS FROM/(USED IN) INVESTING ACTIVITIES Additions to fixed assets and software for internal use — (79 ) (12 ) (221 ) 94 (218 ) Capitalized software costs — — — (85 ) — (85 ) Acquisitions of operations, net of cash acquired — — — 476 — 476 Net disposals of operations — — — (4 ) 3 (1 ) Other, net — — 33 20 (30 ) 23 Proceeds from intercompany investing activities — 163 — 30 (193 ) — Repayments of intercompany investing activities (3,751 ) (4,114 ) — (769 ) 8,634 — 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 $ 849 $ (5,030 ) $ 21 $ (4,153 ) $ 8,508 $ 195 CASH FLOWS (USED IN)/FROM FINANCING ACTIVITIES Net payments on revolving credit facility — (237 ) — — — (237 ) 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 ) (1,037 ) — (564 ) — (1,901 ) Repurchase of shares (396 ) — — — — (396 ) Proceeds from issuance of shares 63 — — — — 63 Payments of deferred and contingent consideration related to acquisitions — — — (67 ) — (67 ) Cash paid for employee taxes on withholding shares — — — (13 ) — (13 ) Dividends paid (199 ) — (49 ) (90 ) 139 (199 ) Acquisitions of and dividends paid to non-controlling interests — — — (21 ) — (21 ) Proceeds from intercompany financing activities — 4,204 164 4,266 (8,634 ) — Repayments of intercompany financing activities — (22 ) (53 ) (118 ) 193 — Net cash (used in)/from financing activities $ (832 ) $ 4,900 $ 62 $ 3,397 $ (8,302 ) $ (775 ) (DECREASE)/INCREASE IN CASH AND CASH EQUIVALENTS (3 ) (2 ) — 358 — 353 Effect of exchange rate changes on cash and cash equivalents — — — (15 ) — (15 ) CASH AND CASH EQUIVALENTS, BEGINNING OF YEAR 3 2 — 527 — 532 CASH AND CASH EQUIVALENTS, END OF YEAR $ — $ — $ — $ 870 $ — $ 870 Condensed Consolidating Statement of Cash Flows Year ended December 31, 2015 Willis The Other The Other Consolidating Consolidated NET CASH (USED IN)/FROM OPERATING ACTIVITIES $ (10 ) $ 583 $ 43 $ (222 ) $ (150 ) $ 244 CASH FLOWS FROM/(USED IN) INVESTING ACTIVITIES Additions to fixed assets and software for internal use — (10 ) (8 ) (128 ) — (146 ) Acquisitions of operations, net of cash acquired — — — (857 ) — (857 ) Net disposals of operations — — — 44 — 44 Other, net — — — 16 — 16 Proceeds from intercompany investing activities 321 49 87 151 (608 ) — Repayments of intercompany investing activities (82 ) (746 ) — (181 ) 1,009 — Additional investment in subsidiaries — (598 ) — — 598 — Net cash from/(used in) investing activities $ 239 $ (1,305 ) $ 79 $ (955 ) $ 999 $ (943 ) CASH FLOWS (USED IN)/FROM FINANCING ACTIVITIES Net borrowings on revolving credit facility — 469 — — — 469 Proceeds from issue of other debt — 592 — — — 592 Debt issuance costs — (5 ) — — — (5 ) Repayments of debt — (16 ) (149 ) (1 ) — (166 ) Repurchase of shares (82 ) — — — — (82 ) Proceeds from issuance of shares 124 — — 605 (598 ) 131 Cash paid for employee taxes on withholding shares — — — (1 ) — (1 ) Dividends paid (277 ) — — (150 ) 150 (277 ) Acquisitions of and dividends paid to non-controlling interests — — — (21 ) — (21 ) Proceeds from intercompany financing activities — 154 27 828 (1,009 ) — Repayments of intercompany financing activities — (472 ) — (136 ) 608 — Net cash (used in)/from financing activities $ (235 ) $ 722 $ (122 ) $ 1,124 $ (849 ) $ 640 DECREASE IN CASH AND CASH EQUIVALENTS (6 ) — — (53 ) — (59 ) Effect of exchange rate changes on cash and cash equivalents — — — (44 ) — (44 ) CASH AND CASH EQUIVALENTS, BEGINNING OF YEAR 9 2 — 624 — 635 CASH AND CASH EQUIVALENTS, END OF YEAR $ 3 $ 2 $ — $ 527 $ — $ 532 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 Willis Towers Watson UK Holdings Limited (the ‘Guarantors’). On August 11, 2017 a newly formed entity, Willis Towers Watson UK Holdings Limited, became the successor to, and assumed all guarantees of, WTW Bermuda Holdings Ltd. under the outstanding indentures for the senior notes described above. As both entities are direct subsidiaries of TA I Limited, and sub-consolidate within the ‘Other Guarantors’ columns of the financial statements presented herein, there is no significant impact on the condensed consolidating financial statements from what has previously been disclosed. The guarantor structure described above differs from the guarantor structure associated with the senior notes issued by Willis North America described in Note 21 and the guarantor structure associated with the senior notes and revolving credit facility issued by Trinity Acquisition plc described in Note 23 . 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. Condensed Consolidating Statement of Comprehensive Income Year ended December 31, 2017 Willis The Other Consolidating Consolidated Revenues Commissions and fees $ — $ 19 $ 8,097 $ — $ 8,116 Interest and other income — — 86 — 86 Total revenues — 19 8,183 — 8,202 Costs of providing services Salaries and benefits 4 48 4,693 — 4,745 Other operating expenses 3 112 1,419 — 1,534 Depreciation — 6 197 — 203 Amortization — 3 581 (3 ) 581 Restructuring costs — 23 109 — 132 Transaction and integration expenses — 92 177 — 269 Total costs of providing services 7 284 7,176 (3 ) 7,464 (Loss)/income from operations (7 ) (265 ) 1,007 3 738 Income from Group undertakings — (645 ) (148 ) 793 — Expenses due to Group undertakings — 138 655 (793 ) — Interest expense 30 137 21 — 188 Other (income)/expense, net (35 ) — (142 ) 238 61 (LOSS)/INCOME FROM OPERATIONS BEFORE INCOME TAXES AND INTEREST IN EARNINGS OF ASSOCIATES (2 ) 105 621 (235 ) 489 Benefit from income taxes — (22 ) (78 ) — (100 ) (LOSS)/INCOME FROM OPERATIONS BEFORE INTEREST IN EARNINGS OF ASSOCIATES (2 ) 127 699 (235 ) 589 Interest in earnings of associates, net of tax — — 3 — 3 Equity account for subsidiaries 570 466 — (1,036 ) — NET INCOME 568 593 702 (1,271 ) 592 Income attributable to non-controlling interests — — (24 ) — (24 ) NET INCOME ATTRIBUTABLE TO WILLIS TOWERS WATSON $ 568 $ 593 $ 678 $ (1,271 ) $ 568 Comprehensive income before non-controlling interests $ 939 $ 953 $ 1,050 $ (1,966 ) $ 976 Comprehensive income attributable to non-controlling interests — — (37 ) — (37 ) Comprehensive income attributable to Willis Towers Watson $ 939 $ 953 $ 1,013 $ (1,966 ) $ 939 Condensed Consolidating Statement of Comprehensive Income Year ended December 31, 2016 Willis The Other Consolidating Consolidated Revenues Commissions and fees $ — $ 19 $ 7,759 $ — $ 7,778 Interest and other income — 2 107 — 109 Total revenues — 21 7,866 — 7,887 Costs of providing services Salaries and benefits 2 16 4,628 — 4,646 Other operating expenses 3 200 1,348 — 1,551 Depreciation — 19 159 — 178 Amortization — — 591 — 591 Restructuring costs — 68 125 — 193 Transaction and integration expenses 1 42 134 — 177 Total costs of providing services 6 345 6,985 — 7,336 (Loss)/income from operations (6 ) (324 ) 881 — 551 Income from Group undertakings (3 ) (672 ) (136 ) 811 — Expenses due to Group undertakings 3 137 671 (811 ) — Interest expense 32 128 24 — 184 Other (income)/expense, net — (2 ) 29 — 27 (LOSS)/INCOME FROM OPERATIONS BEFORE INCOME TAXES AND INTEREST IN EARNINGS OF ASSOCIATES (38 ) 85 293 — 340 (Benefit from)/provision for income taxes — (122 ) 26 — (96 ) (LOSS)/INCOME FROM OPERATIONS BEFORE INTEREST IN EARNINGS OF ASSOCIATES (38 ) 207 267 — 436 Interest in earnings of associates, net of tax — — 2 — 2 Equity account for subsidiaries 458 241 — (699 ) — NET INCOME 420 448 269 (699 ) 438 Income attributable to non-controlling interests — — (18 ) — (18 ) NET INCOME ATTRIBUTABLE TO WILLIS TOWERS WATSON $ 420 $ 448 $ 251 $ (699 ) $ 420 Comprehensive loss before non-controlling interests $ (427 ) $ (380 ) $ (550 ) $ 928 $ (429 ) Comprehensive loss attributable to non-controlling interests — — 2 — 2 Comprehensive loss attributable to Willis Towers Watson $ (427 ) $ (380 ) $ (548 ) $ 928 $ (427 ) Condensed Consolidating Statement of Comprehensive Income Year ended December 31, 2015 Willis The Other Consolidating Consolidated Revenues Commissions and fees $ — $ 11 $ 3,798 $ — $ 3,809 Interest and other income — 1 19 — 20 Total revenues — 12 3,817 — 3,829 Costs of providing services Salaries and benefits 1 77 2,225 — 2,303 Other operating expenses 8 101 609 — 718 Depreciation — 22 73 — 95 Amortization — — 76 — 76 Restructuring costs — 41 85 — 126 Transaction and integration expenses 4 14 66 — 84 Total costs of providing services 13 255 3,134 — 3,402 (Loss)/income from operations (13 ) (243 ) 683 — 427 Income from Group undertakings — (350 ) (110 ) 460 — Expenses due to Group undertakings — 109 351 (460 ) — Interest expense 43 81 18 — 142 Other expense/(income), net 10 (42 ) (23 ) — (55 ) (LOSS)/INCOME FROM OPERATIONS BEFORE INCOME TAXES AND INTEREST IN EARNINGS OF ASSOCIATES (66 ) (41 ) 447 — 340 (Benefit from)/provision for income taxes — (46 ) 13 — (33 ) (LOSS)/INCOME FROM OPERATIONS BEFORE INTEREST IN EARNINGS OF ASSOCIATES (66 ) 5 434 — 373 Interest in earnings of associates, net of tax — 9 2 — 11 Equity account for subsidiaries 439 421 — (860 ) — NET INCOME 373 435 436 (860 ) 384 Income attributable to non-controlling interests — — (11 ) — (11 ) NET INCOME ATTRIBUTABLE TO WILLIS TOWERS WATSON $ 373 $ 435 $ 425 $ (860 ) $ 373 Comprehensive income before non-controlling interests $ 402 $ 462 $ 455 $ (916 ) $ 403 Comprehensive income attributable to non-controlling interests — — (1 ) — (1 ) Comprehensive income attributable to Willis Towers Watson $ 402 $ 462 $ 454 $ (916 ) $ 402 Condensed Consolidating Balance Sheet As of December 31, 2017 Willis The Other Consolidating Consolidated ASSETS Cash and cash equivalents $ 2 $ 1 $ 1,027 $ — $ 1,030 Fiduciary assets — — 12,155 — 12,155 Accounts receivable, net — 4 2,242 — 2,246 Prepaid and other current assets — 312 264 (146 ) 430 Amounts due from group undertakings 6,202 1,949 3,626 (11,777 ) — Total current assets 6,204 2,266 19,314 (11,923 ) 15,861 Investments in subsidiaries 4,506 10,463 — (14,969 ) — Fixed assets, net — 25 960 — 985 Goodwill — — 10,519 — 10,519 Other intangible assets, net — 60 3,882 (60 ) 3,882 Pension benefits assets — — 764 — 764 Other non-current assets — 149 388 (90 ) 447 Non-current amounts due from group undertakings — 5,717 — (5,717 ) — Total non-current assets 4,506 16,414 16,513 (20,836 ) 16,597 TOTAL ASSETS $ 10,710 $ 18,680 $ 35,827 $ (32,759 ) $ 32,458 LIABILITIES AND EQUITY Fiduciary liabilities $ — $ — $ 12,155 $ — $ 12,155 Deferred revenue and accrued expenses — 26 1,685 — 1,711 Short-term debt and current portion of long-term debt — — 85 — 85 Other current liabilities 87 143 724 (150 ) 804 Amounts due to group undertakings — 9,846 1,930 (11,776 ) — Total current liabilities 87 10,015 16,579 (11,926 ) 14,755 Long-term debt 497 3,869 84 — 4,450 Liability for pension benefits — — 1,259 — 1,259 Deferred tax liabilities — — 704 (89 ) 615 Provision for liabilities — 120 438 — 558 Other non-current liabilities — 24 520 — 544 Non-current amounts due to group undertakings — — 5,717 (5,717 ) — Total non-current liabilities 497 4,013 8,722 (5,806 ) 7,426 TOTAL LIABILITIES 584 14,028 25,301 (17,732 ) 22,181 REDEEMABLE NON-CONTROLLING INTEREST — — 28 — 28 EQUITY Total Willis Towers Watson shareholders’ equity 10,126 4,652 10,375 (15,027 ) 10,126 Non-controlling interests — — 123 — 123 Total equity 10,126 4,652 10,498 (15,027 ) 10,249 TOTAL LIABILITIES AND EQUITY $ 10,710 $ 18,680 $ 35,827 $ (32,759 ) $ 32,458 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 Condensed Consolidating Statement of Cash Flows Year ended December 31, 2017 Willis The Other Consolidating Consolidated NET CASH FROM/(USED IN) OPERATING ACTIVITIES $ 743 $ (669 ) $ 939 $ (151 ) $ 862 CASH FLOWS FROM/(USED IN) INVESTING ACTIVITIES Additions to fixed assets and software for internal use — (8 ) (292 ) — (300 ) Capitalized software costs — — (75 ) — (75 ) Acquisitions of operations, net of cash acquired — — (13 ) — (13 ) Net disposals of operations — — 57 — 57 Other, net — — (4 ) — (4 ) Proceeds from intercompany investing activities 1,042 1,032 1,237 (3,311 ) — Repayments of intercompany investing activities — (1,068 ) (1,722 ) 2,790 — Reduction in investment in subsidiaries 104 1,288 618 (2,010 ) — Additional investment in subsidiaries (1,139 ) (718 ) (153 ) 2,010 — Net cash from/(used in) investing activities $ 7 $ 526 $ (347 ) $ (521 ) $ (335 ) CASH FLOWS (USED IN)/FROM FINANCING ACTIVITIES Net borrowings on revolving credit facility — 642 — — 642 Senior notes issued — 649 — — 649 Proceeds from issuance of other debt — — 32 — 32 Debt issuance costs — (9 ) — — (9 ) Repayments of debt — (614 ) (120 ) — (734 ) Repurchase of shares (532 ) — — — (532 ) Proceeds from issuance of shares 61 — — — 61 Payments for share cancellation related to legal settlement — — (177 ) — (177 ) Payments of deferred and contingent consideration related to acquisitions — — (65 ) — (65 ) Cash paid for employee taxes on withholding shares — — (18 ) — (18 ) Dividends paid (277 ) — (151 ) 151 (277 ) Acquisitions of and dividends paid to non-controlling interests — — (51 ) — (51 ) Proceeds from intercompany financing activities — 1,721 1,069 (2,790 ) — Repayments of intercompany financing activities — (2,245 ) (1,066 ) 3,311 — Net cash (used in)/from financing activities $ (748 ) $ 144 $ (547 ) $ 672 $ (479 ) INCREASE IN CASH AND CASH EQUIVALENTS 2 1 45 — 48 Effect of exchange rate changes on cash and cash equivalents — — 112 — 112 CASH AND CASH EQUIVALENTS, BEGINNING OF YEAR — — 870 — 870 CASH AND CASH EQUIVALENTS, END OF YEAR $ 2 $ 1 $ 1,027 $ — $ 1,030 Condensed Consolidating Statement of Cash Flows Year ended December 31, 2016 Willis The Other Consolidating Consolidated NET CASH (USED IN)/FROM OPERATING ACTIVITIES $ (20 ) $ (4 ) $ 1,114 $ (157 ) $ 933 CASH FLOWS FROM/(USED IN) INVESTING ACTIVITIES Additions to fixed assets and software for internal use — (91 ) (221 ) 94 (218 ) Capitalized software costs — — (85 ) — (85 ) Acquisitions of operations, net of cash acquired — — 476 — 476 Net disposals of operations — — (4 ) 3 (1 ) Other, net — 33 20 (30 ) 23 Proceeds from intercompany investing activities — 118 30 (148 ) — Repayments of intercompany investing activities (3,751 ) (4,114 ) (769 ) 8,634 — 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 $ 849 $ (5,054 ) $ (4,153 ) $ 8,553 $ 195 CASH FLOWS (USED IN)/FROM FINANCING ACTIVITIES Net payments on revolving credit facility — (237 ) — — (237 ) 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 ) (1,037 ) (564 ) — (1,901 ) Repurchase of shares (396 ) — — — (396 ) Proceeds from issuance of shares 63 — — — 63 Payments of deferred and contingent consideration related to acquisitions — — (67 ) — (67 ) Cash paid for employee taxes on withholding shares — — (13 ) — (13 ) Dividends paid (199 ) — (90 ) 90 (199 ) Acquisitions of and dividends paid to non-controlling interests — — (21 ) — (21 ) Proceeds from intercompany financing activities — 4,368 4,266 ( |