Document and Entity Information
Document and Entity Information - shares | 9 Months Ended | |
Sep. 30, 2019 | Oct. 29, 2019 | |
Cover [Abstract] | ||
Document Type | 10-Q | |
Amendment Flag | false | |
Document Period End Date | Sep. 30, 2019 | |
Document Fiscal Year Focus | 2019 | |
Document Fiscal Period Focus | Q3 | |
Trading Symbol | WLTW | |
Entity Registrant Name | WILLIS TOWERS WATSON PLC | |
Entity Central Index Key | 0001140536 | |
Current Fiscal Year End Date | --12-31 | |
Entity File Number | 001-16503 | |
Entity Incorporation, State or Country Code | L2 | |
Entity Tax Identification Number | 98-0352587 | |
Entity Address, Address Line One | c/o Willis Group Limited | |
Entity Address, Address Line Two | 51 Lime Street | |
Entity Address, City or Town | London | |
Entity Address, Country | GB | |
Entity Address, Postal Zip Code | EC3M 7DQ | |
City Area Code | 011 | |
Local Phone Number | 44-20-3124-6000 | |
Entity Current Reporting Status | Yes | |
Entity Interactive Data Current | Yes | |
Entity Filer Category | Large Accelerated Filer | |
Entity Small Business | false | |
Entity Emerging Growth Company | false | |
Entity Shell Company | false | |
Entity Common Stock, Shares Outstanding | 128,572,706 | |
Title of 12(b) Security | Ordinary Shares, nominal value $0.000304635 per share | |
Security Exchange Name | NASDAQ | |
Document Quarterly Report | true | |
Document Transition Report | false |
Condensed Consolidated Statemen
Condensed Consolidated Statements of Comprehensive Income (Unaudited) - USD ($) $ in Millions | 3 Months Ended | 9 Months Ended | ||||||
Sep. 30, 2019 | Jun. 30, 2019 | Mar. 31, 2019 | Sep. 30, 2018 | Jun. 30, 2018 | Mar. 31, 2018 | Sep. 30, 2019 | Sep. 30, 2018 | |
Income Statement [Abstract] | ||||||||
Revenue | $ 1,989 | $ 1,859 | $ 6,349 | $ 6,141 | ||||
Costs of providing services | ||||||||
Salaries and benefits | 1,283 | 1,238 | 3,909 | 3,890 | ||||
Other operating expenses | 417 | 374 | 1,247 | 1,203 | ||||
Depreciation | 58 | 53 | 171 | 153 | ||||
Amortization | 118 | 127 | 368 | 408 | ||||
Transaction and integration expenses | 6 | 50 | 12 | 148 | ||||
Total costs of providing services | 1,882 | 1,842 | 5,707 | 5,802 | ||||
Income from operations | 107 | 17 | 642 | 339 | ||||
Interest expense | (62) | (51) | (172) | (154) | ||||
Other income, net | 55 | 70 | 177 | 189 | ||||
INCOME FROM OPERATIONS BEFORE INCOME TAXES | 100 | 36 | 647 | 374 | ||||
(Provision for)/benefit from income taxes | (20) | 10 | (125) | (42) | ||||
NET INCOME | 80 | $ 149 | $ 293 | 46 | $ 65 | $ 221 | 522 | 332 |
Income attributable to non-controlling interests | (5) | (2) | (22) | (15) | ||||
NET INCOME ATTRIBUTABLE TO WILLIS TOWERS WATSON | $ 75 | $ 44 | $ 500 | $ 317 | ||||
EARNINGS PER SHARE | ||||||||
Basic earnings per share | $ 0.58 | $ 0.34 | $ 3.86 | $ 2.40 | ||||
Diluted earnings per share | $ 0.58 | $ 0.33 | $ 3.84 | $ 2.39 | ||||
Comprehensive (loss)/income before non-controlling interests | $ (42) | $ 24 | $ 405 | $ 218 | ||||
Comprehensive income attributable to non-controlling interests | (3) | (2) | (21) | (15) | ||||
Comprehensive (loss)/income attributable to Willis Towers Watson | $ (45) | $ 22 | $ 384 | $ 203 |
Condensed Consolidated Balance
Condensed Consolidated Balance Sheets (Unaudited) - USD ($) $ in Millions | Sep. 30, 2019 | Dec. 31, 2018 |
ASSETS | ||
Cash and cash equivalents | $ 867 | $ 1,033 |
Fiduciary assets | 13,779 | 12,604 |
Accounts receivable, net | 2,167 | 2,379 |
Prepaid and other current assets | 587 | 404 |
Total current assets | 17,400 | 16,420 |
Fixed assets, net | 963 | 942 |
Goodwill | 11,187 | 10,465 |
Other intangible assets, net | 3,561 | 3,318 |
Right-of-use assets | 959 | 0 |
Pension benefits assets | 932 | 773 |
Other non-current assets | 701 | 467 |
Total non-current assets | 18,303 | 15,965 |
TOTAL ASSETS | 35,703 | 32,385 |
LIABILITIES AND EQUITY | ||
Fiduciary liabilities | 13,779 | 12,604 |
Deferred revenue and accrued expenses | 1,521 | 1,647 |
Current debt | 484 | 186 |
Current lease liabilities | 151 | 0 |
Other current liabilities | 801 | 864 |
Total current liabilities | 16,736 | 15,301 |
Long-term debt | 5,381 | 4,389 |
Liability for pension benefits | 1,039 | 1,170 |
Deferred tax liabilities | 690 | 559 |
Provision for liabilities | 555 | 540 |
Long-term lease liabilities | 957 | 0 |
Other non-current liabilities | 314 | 429 |
Total non-current liabilities | 8,936 | 7,087 |
TOTAL LIABILITIES | 25,672 | 22,388 |
COMMITMENTS AND CONTINGENCIES | 0 | 0 |
REDEEMABLE NON-CONTROLLING INTEREST | 30 | 26 |
EQUITY | ||
Additional paid-in capital | 10,667 | 10,615 |
Retained earnings | 1,336 | 1,201 |
Accumulated other comprehensive loss, net of tax | (2,113) | (1,961) |
Treasury shares, at cost, 17,519 shares in 2019 and 2018, and 40,000 shares, €1 nominal value, in 2019 and 2018 | (3) | (3) |
Total Willis Towers Watson shareholders’ equity | 9,887 | 9,852 |
Non-controlling interests | 114 | 119 |
Total equity | 10,001 | 9,971 |
TOTAL LIABILITIES AND EQUITY | $ 35,703 | $ 32,385 |
Condensed Consolidated Balanc_2
Condensed Consolidated Balance Sheets (Unaudited) (Parenthetical) | Sep. 30, 2019$ / sharesshares | Sep. 30, 2019€ / sharesshares | Dec. 31, 2018$ / sharesshares | Dec. 31, 2018€ / sharesshares |
Preference shares, nominal value (USD per share) | $ / shares | $ 0.000115 | $ 0.000115 | ||
Preference shares, shares authorized | 1,000,000,000 | 1,000,000,000 | 1,000,000,000 | 1,000,000,000 |
Preference shares, shares issued | 0 | 0 | 0 | 0 |
Ordinary shares, $0.000304635 nominal value [Member] | ||||
Ordinary shares, nominal value | $ / shares | $ 0.000304635 | $ 0.000304635 | ||
Ordinary shares, shares authorized | 1,510,003,775 | 1,510,003,775 | 1,510,003,775 | 1,510,003,775 |
Ordinary shares, shares issued | 128,547,034 | 128,547,034 | 128,921,530 | 128,921,530 |
Ordinary shares, shares outstanding | 128,547,034 | 128,547,034 | 128,921,530 | 128,921,530 |
Treasury shares | 17,519 | 17,519 | 17,519 | 17,519 |
Ordinary shares, €1 nominal value [Member] | ||||
Ordinary shares, nominal value | € / shares | € 1 | € 1 | ||
Ordinary shares, shares authorized | 40,000 | 40,000 | 40,000 | 40,000 |
Ordinary shares, shares issued | 40,000 | 40,000 | 40,000 | 40,000 |
Treasury shares | 40,000 | 40,000 | 40,000 | 40,000 |
Condensed Consolidated Statem_2
Condensed Consolidated Statements of Cash Flows (Unaudited) - USD ($) $ in Millions | 9 Months Ended | |||
Sep. 30, 2019 | Sep. 30, 2018 | |||
CASH FLOWS FROM OPERATING ACTIVITIES | ||||
NET INCOME | $ 522 | $ 332 | ||
Adjustments to reconcile net income to total net cash from operating activities: | ||||
Depreciation | 171 | 158 | ||
Amortization | 368 | 408 | ||
Non-cash lease expense | 107 | 0 | ||
Net periodic benefit of defined benefit pension plans | (93) | (132) | ||
Provision for doubtful receivables from clients | 12 | 10 | ||
Benefit from deferred income taxes | (44) | (70) | ||
Share-based compensation | 48 | 15 | ||
Net loss on disposal of operations | 0 | 9 | ||
Non-cash foreign exchange loss | 16 | 23 | ||
Other, net | (11) | 5 | ||
Changes in operating assets and liabilities, net of effects from purchase of subsidiaries: | ||||
Accounts receivable | 193 | 332 | ||
Fiduciary assets | (1,342) | (1,298) | ||
Fiduciary liabilities | 1,342 | 1,298 | ||
Other assets | (402) | (52) | ||
Other liabilities | (296) | (340) | ||
Provisions | 29 | 18 | ||
Net cash from operating activities | 620 | 716 | ||
CASH FLOWS USED IN INVESTING ACTIVITIES | ||||
Additions to fixed assets and software for internal use | (175) | (209) | ||
Capitalized software costs | (43) | (41) | ||
Acquisitions of operations, net of cash acquired | (1,324) | (8) | ||
Net proceeds from sale of operations | 17 | 4 | ||
Other, net | (6) | 14 | ||
Net cash used in investing activities | (1,531) | (240) | ||
CASH FLOWS FROM/(USED IN) FINANCING ACTIVITIES | ||||
Net payments on revolving credit facility | (41) | (654) | ||
Senior notes issued | 997 | 998 | ||
Proceeds from issuance of other debt | 1,100 | 0 | ||
Debt issuance costs | (13) | (8) | ||
Repayments of debt | (825) | (170) | ||
Repurchase of shares | (147) | (401) | ||
Proceeds from issuance of shares | 31 | 21 | ||
Payments of deferred and contingent consideration related to acquisitions | (47) | (50) | ||
Cash paid for employee taxes on withholding shares | (14) | (30) | ||
Dividends paid | (245) | (228) | ||
Acquisitions of and dividends paid to non-controlling interests | (22) | (20) | ||
Net cash from/(used in) financing activities | 774 | (542) | ||
DECREASE IN CASH, CASH EQUIVALENTS AND RESTRICTED CASH | (137) | (66) | ||
Effect of exchange rate changes on cash, cash equivalents and restricted cash | (22) | (33) | ||
CASH AND CASH EQUIVALENTS, BEGINNING OF PERIOD | [1] | 1,033 | [2] | 1,030 |
CASH, CASH EQUIVALENTS AND RESTRICTED CASH, END OF PERIOD | [1] | $ 874 | [2] | $ 931 |
[1] | As a result of the acquired TRANZACT collateralized facility (see Note 9 — | |||
[2] | As a result of the acquired TRANZACT collateralized facility (see Note 9 — |
Condensed Consolidated Statem_3
Condensed Consolidated Statements of Cash Flows (Unaudited) (Parenthetical) - USD ($) | Sep. 30, 2019 | Dec. 31, 2018 | Sep. 30, 2018 | Dec. 31, 2017 |
Restricted cash | $ 7,000,000 | $ 0 | $ 0 | $ 0 |
Prepaid Expenses and Other Current Assets [Member] | Tranzact Collateralized Facility [Member] | ||||
Restricted cash | $ 7,000,000 |
Condensed Consolidated Statem_4
Condensed Consolidated Statements of Changes in Equity (Unaudited) - USD ($) shares in Thousands, $ in Millions | Total | Shares outstanding [Member] | Ordinary shares and APIC [Member] | Retained earnings [Member] | Treasury shares [Member] | AOCL [Member] | [1] | Total WTW shareholders' equity [Member] | Non-controlling interests [Member] | Redeemable noncontrolling interests [Member] | |
Equity, beginning balance at Dec. 31, 2017 | $ 10,249 | $ 10,538 | $ 1,104 | $ (3) | $ (1,513) | $ 10,126 | $ 123 | ||||
Equity, beginning balance (in shares) at Dec. 31, 2017 | 132,140 | ||||||||||
Temporary equity, beginning balance at Dec. 31, 2017 | [2] | $ 28 | |||||||||
Adoption of New Pronouncement (Adoption of ASC 606 [Member]) at Dec. 31, 2017 | 317 | 317 | 317 | ||||||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||||||||
Net income | 221 | 215 | 215 | 6 | |||||||
Net income, total | 221 | ||||||||||
Dividends declared | (79) | (79) | (79) | ||||||||
Other comprehensive income/(loss) | 84 | 83 | 83 | 1 | |||||||
Other comprehensive income/(loss), total | 84 | ||||||||||
Issuance of shares under employee stock compensation plans | 11 | 11 | 11 | ||||||||
Issue of shares under employee stock compensation plans (in shares) | 277 | ||||||||||
Share-based compensation and net settlements | 3 | 3 | 3 | ||||||||
Foreign currency translation | (4) | (4) | (4) | ||||||||
Equity, ending balance at Mar. 31, 2018 | 10,802 | 10,548 | 1,557 | (3) | (1,430) | 10,672 | 130 | ||||
Equity, ending balance (in shares) at Mar. 31, 2018 | 132,417 | ||||||||||
Temporary equity, ending balance at Mar. 31, 2018 | [2] | 28 | |||||||||
Equity, beginning balance at Dec. 31, 2017 | 10,249 | 10,538 | 1,104 | (3) | (1,513) | 10,126 | 123 | ||||
Equity, beginning balance (in shares) at Dec. 31, 2017 | 132,140 | ||||||||||
Temporary equity, beginning balance at Dec. 31, 2017 | [2] | 28 | |||||||||
Adoption of New Pronouncement (Adoption of ASC 606 [Member]) at Dec. 31, 2017 | 317 | 317 | 317 | ||||||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||||||||
Net income, total | 332 | ||||||||||
Equity, ending balance at Sep. 30, 2018 | 10,163 | 10,577 | 1,102 | (3) | (1,627) | 10,049 | 114 | ||||
Equity, ending balance (in shares) at Sep. 30, 2018 | 129,913 | ||||||||||
Temporary equity, ending balance at Sep. 30, 2018 | [2] | 27 | |||||||||
Equity, beginning balance at Mar. 31, 2018 | 10,802 | 10,548 | 1,557 | (3) | (1,430) | 10,672 | 130 | ||||
Equity, beginning balance (in shares) at Mar. 31, 2018 | 132,417 | ||||||||||
Temporary equity, beginning balance at Mar. 31, 2018 | [2] | 28 | |||||||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||||||||
Shares repurchased | (269) | (269) | (269) | ||||||||
Shares repurchased (in shares) | (1,768) | ||||||||||
Net income | 63 | 58 | 58 | 5 | |||||||
Net income, redeemable | [2] | 2 | |||||||||
Net income, total | 65 | ||||||||||
Dividends declared | (76) | (76) | (76) | ||||||||
Dividends attributable to non-controlling interests | (16) | (16) | |||||||||
Dividends attributable to non-controlling interests, redeemable | [2] | (2) | |||||||||
Other comprehensive income/(loss) | (175) | (175) | (175) | ||||||||
Other comprehensive income/(loss), redeemable | [2] | (1) | |||||||||
Other comprehensive income/(loss), total | (176) | ||||||||||
Issuance of shares under employee stock compensation plans | 7 | 7 | 7 | ||||||||
Issue of shares under employee stock compensation plans (in shares) | 81 | ||||||||||
Share-based compensation and net settlements | 1 | 1 | 1 | ||||||||
Foreign currency translation | 10 | 10 | 10 | ||||||||
Equity, ending balance at Jun. 30, 2018 | 10,347 | 10,566 | 1,270 | (3) | (1,605) | 10,228 | 119 | ||||
Equity, ending balance (in shares) at Jun. 30, 2018 | 130,730 | ||||||||||
Temporary equity, ending balance at Jun. 30, 2018 | [2] | 27 | |||||||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||||||||
Shares repurchased | (132) | (132) | (132) | ||||||||
Shares repurchased (in shares) | (890) | ||||||||||
Net income | 45 | 44 | 44 | 1 | |||||||
Net income, redeemable | [2] | 1 | |||||||||
Net income, total | 46 | ||||||||||
Dividends declared | (80) | (80) | (80) | ||||||||
Dividends attributable to non-controlling interests | (6) | (6) | |||||||||
Dividends attributable to non-controlling interests, redeemable | [2] | (1) | |||||||||
Other comprehensive income/(loss) | (22) | (22) | (22) | ||||||||
Issuance of shares under employee stock compensation plans | 3 | 3 | 3 | ||||||||
Issue of shares under employee stock compensation plans (in shares) | 73 | ||||||||||
Share-based compensation and net settlements | 11 | 11 | 11 | ||||||||
Foreign currency translation | (3) | (3) | (3) | ||||||||
Equity, ending balance at Sep. 30, 2018 | 10,163 | 10,577 | 1,102 | (3) | (1,627) | 10,049 | 114 | ||||
Equity, ending balance (in shares) at Sep. 30, 2018 | 129,913 | ||||||||||
Temporary equity, ending balance at Sep. 30, 2018 | [2] | 27 | |||||||||
Equity, beginning balance at Dec. 31, 2018 | 9,971 | 10,615 | 1,201 | (3) | (1,961) | 9,852 | 119 | ||||
Equity, beginning balance (in shares) at Dec. 31, 2018 | 128,922 | ||||||||||
Temporary equity, beginning balance at Dec. 31, 2018 | [2] | 26 | |||||||||
Adoption of New Pronouncement (Accounting Standards Update 2018-02 [Member]) at Dec. 31, 2018 | 36 | (36) | |||||||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||||||||
Net income | 291 | 287 | 287 | 4 | |||||||
Net income, redeemable | [2] | 2 | |||||||||
Net income, total | 293 | ||||||||||
Dividends declared | (85) | (85) | (85) | ||||||||
Other comprehensive income/(loss) | 22 | 23 | 23 | (1) | |||||||
Other comprehensive income/(loss), total | 22 | ||||||||||
Issuance of shares under employee stock compensation plans | 22 | 22 | 22 | ||||||||
Issue of shares under employee stock compensation plans (in shares) | 289 | ||||||||||
Share-based compensation and net settlements | (7) | (7) | (7) | ||||||||
Equity, ending balance at Mar. 31, 2019 | 10,214 | 10,630 | 1,439 | (3) | (1,974) | 10,092 | 122 | ||||
Equity, ending balance (in shares) at Mar. 31, 2019 | 129,211 | ||||||||||
Temporary equity, ending balance at Mar. 31, 2019 | [2] | 28 | |||||||||
Equity, beginning balance at Dec. 31, 2018 | 9,971 | 10,615 | 1,201 | (3) | (1,961) | 9,852 | 119 | ||||
Equity, beginning balance (in shares) at Dec. 31, 2018 | 128,922 | ||||||||||
Temporary equity, beginning balance at Dec. 31, 2018 | [2] | 26 | |||||||||
Adoption of New Pronouncement (Accounting Standards Update 2018-02 [Member]) at Dec. 31, 2018 | 36 | (36) | |||||||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||||||||
Net income, total | 522 | ||||||||||
Equity, ending balance at Sep. 30, 2019 | 10,001 | 10,667 | 1,336 | (3) | (2,113) | 9,887 | 114 | ||||
Equity, ending balance (in shares) at Sep. 30, 2019 | 128,547 | ||||||||||
Temporary equity, ending balance at Sep. 30, 2019 | [2] | 30 | |||||||||
Equity, beginning balance at Mar. 31, 2019 | 10,214 | 10,630 | 1,439 | (3) | (1,974) | 10,092 | 122 | ||||
Equity, beginning balance (in shares) at Mar. 31, 2019 | 129,211 | ||||||||||
Temporary equity, beginning balance at Mar. 31, 2019 | [2] | 28 | |||||||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||||||||
Shares repurchased | (51) | (51) | (51) | ||||||||
Shares repurchased (in shares) | (280) | ||||||||||
Net income | 147 | 138 | 138 | 9 | |||||||
Net income, redeemable | [2] | 2 | |||||||||
Net income, total | 149 | ||||||||||
Dividends declared | (84) | (84) | (84) | ||||||||
Dividends attributable to non-controlling interests | (19) | (19) | |||||||||
Dividends attributable to non-controlling interests, redeemable | [2] | (2) | |||||||||
Other comprehensive income/(loss) | (17) | (19) | (19) | 2 | |||||||
Other comprehensive income/(loss), total | (17) | ||||||||||
Issuance of shares under employee stock compensation plans | 5 | 5 | 5 | ||||||||
Issue of shares under employee stock compensation plans (in shares) | 52 | ||||||||||
Share-based compensation and net settlements | 10 | 10 | 10 | ||||||||
Foreign currency translation | (1) | (1) | (1) | ||||||||
Equity, ending balance at Jun. 30, 2019 | 10,204 | 10,644 | 1,442 | (3) | (1,993) | 10,090 | 114 | ||||
Equity, ending balance (in shares) at Jun. 30, 2019 | 128,983 | ||||||||||
Temporary equity, ending balance at Jun. 30, 2019 | [2] | 28 | |||||||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||||||||
Shares repurchased | (96) | (96) | (96) | ||||||||
Shares repurchased (in shares) | (492) | ||||||||||
Net income | 78 | 75 | 75 | 3 | |||||||
Net income, redeemable | [2] | 2 | |||||||||
Net income, total | 80 | ||||||||||
Dividends declared | (85) | (85) | (85) | ||||||||
Dividends attributable to non-controlling interests | (1) | (1) | |||||||||
Other comprehensive income/(loss) | (122) | (120) | (120) | (2) | |||||||
Issuance of shares under employee stock compensation plans | 4 | 4 | 4 | ||||||||
Issue of shares under employee stock compensation plans (in shares) | 56 | ||||||||||
Share-based compensation and net settlements | 14 | 14 | 14 | ||||||||
Foreign currency translation | 5 | 5 | 5 | ||||||||
Equity, ending balance at Sep. 30, 2019 | $ 10,001 | $ 10,667 | $ 1,336 | $ (3) | $ (2,113) | $ 9,887 | $ 114 | ||||
Equity, ending balance (in shares) at Sep. 30, 2019 | 128,547 | ||||||||||
Temporary equity, ending balance at Sep. 30, 2019 | [2] | $ 30 | |||||||||
[1] | Accumulated other comprehensive loss, net of tax (‘AOCL’). | ||||||||||
[2] | The non-controlling interest is related to Max Matthiessen Holding AB. |
Condensed Consolidated Statem_5
Condensed Consolidated Statements of Changes in Equity (Unaudited) (Parenthetical) - $ / shares | 3 Months Ended | |||||
Sep. 30, 2019 | Jun. 30, 2019 | Mar. 31, 2019 | Sep. 30, 2018 | Jun. 30, 2018 | Mar. 31, 2018 | |
Statement Of Stockholders Equity [Abstract] | ||||||
Dividends declared per share | $ 0.65 | $ 0.65 | $ 0.65 | $ 0.60 | $ 0.60 | $ 0.60 |
Nature of Operations
Nature of Operations | 9 Months Ended |
Sep. 30, 2019 | |
Organization Consolidation And Presentation Of Financial Statements [Abstract] | |
Nature of Operations | Note 1 — Nature of Operations Willis Towers Watson plc is a leading global advisory, broking and solutions company that helps clients around the world turn risk into a path for growth. The Company has more than 45,000 employees servicing clients in over 140 countries. We design and deliver solutions that manage risk, optimize benefits, cultivate talent, and expand the power of capital to protect and strengthen institutions and individuals. Our risk management services include strategic risk consulting (including providing actuarial analysis), a variety of due diligence services, the provision of practical on-site risk control services (such as health and safety and property loss control consulting), and analytical and advisory services (such as hazard modeling and reinsurance optimization studies). We also assist our clients with planning for addressing incidents or crises when they occur. These services include contingency planning, security audits and product tampering plans. We help our clients enhance business performance by delivering consulting services, technology and solutions that optimize benefits and cultivate talent. Our services and solutions encompass such areas as employee benefits, total rewards, talent and benefits outsourcing. In addition, we provide investment advice to help our clients develop disciplined and efficient strategies to meet their investment goals and expand the power of capital. As an insurance broker, we act as an intermediary between our clients and insurance carriers by advising on their risk management requirements, helping them to determine the best means of managing risk and negotiating and placing insurance with insurance carriers through our global distribution network. We operate a private Medicare marketplace in the U.S. through which, along with our active employee marketplace, we help our clients move to a more sustainable economic model by capping and controlling the costs associated with healthcare benefits. Additionally, with the acquisition of TRANZACT in July 2019 (See Note 3 – Acquisitions), we also provide direct-to-consumer sales of Medicare coverage. We are not an insurance company, and therefore we do not underwrite insurable risks for our own account. |
Basis of Presentation and Recen
Basis of Presentation and Recent Accounting Pronouncements | 9 Months Ended |
Sep. 30, 2019 | |
Accounting Policies [Abstract] | |
Basis of Presentation and Recent Accounting Pronouncements | Note 2 Basis of Presentation The accompanying unaudited quarterly condensed consolidated financial statements of Willis Towers Watson and our subsidiaries are presented in accordance with the rules and regulations of the SEC for quarterly reports on Form 10-Q and therefore do not include all of the information and footnotes required by U.S. GAAP. In the opinion of management, these condensed consolidated financial statements reflect all adjustments, consisting of normal recurring adjustments, which are necessary for a fair presentation of the condensed consolidated financial statements and results for the interim periods. The condensed consolidated financial statements include the results of operations of TRANZACT for the period from the date of acquisition through September 30, 2019 (see Note 3 — Acquisitions for further information). The results of operations for the three and nine months ended September 30, 2019 are not necessarily indicative of the results that can be expected for the entire year. The Company experiences seasonal fluctuations of its revenue. Revenue is typically higher during the Company’s first and fourth quarters due primarily to the timing of broking-related activities. The results reflect certain estimates and assumptions made by management, including those estimates used in calculating acquisition consideration and fair value of tangible and intangible assets and liabilities, professional liability claims, estimated bonuses, valuation of billed and unbilled receivables, and anticipated tax liabilities that affect the amounts reported in the condensed consolidated financial statements and related notes. Recent Accounting Pronouncements Not Yet Adopted In January 2017, the FASB issued ASU No. 2017-04, Simplifying the Test for Goodwill Impairment In August 2018, the FASB issued two ASU’s as part of its disclosure framework project. The focus of this project is to improve the effectiveness of disclosures in the notes to the financial statements by facilitating clear communication of the information required by U.S. GAAP that is most important to users of an entity’s financial statements. Both of these ASU’s remove certain disclosure requirements and add or modify other requirements. The two ASU’s are as follows: • ASU No. 2018-13, Disclosure Framework—Changes to the Disclosure Requirements for Fair Value Measurement – • ASU No. 2018-14, Disclosure Framework—Changes to the Disclosure Requirements for Defined Benefit Plans In June 2016, the FASB issued ASU 2016-13, Financial Instruments—Credit Losses: Measurement of Credit Losses on Financial Instruments, Adopted In February 2016, the FASB issued ASU No. 2016-02, Leases Leases In August 2017, the FASB issued ASU No. 2017-12, Derivatives and Hedging: Targeted Improvements to Accounting for Hedging Activities In February 2018, the FASB issued ASU No. 2018-02, Income Statement - Reporting Comprehensive Income: Reclassification of Certain Tax Effects from Accumulated Other Comprehensive Income , Reform. The amendments within this ASU also require certain disclosures about stranded tax effects. The ASU became effective for, and was adopted by, the Company on January 1, 2019, at which time it recorded a reclassification between AOCL and retained earnings of $ 36 million. The reclassification of $ 36 million from AOCL includes the effect of the change in the U.S. federal corporate tax rate, however it does not include other income tax effects of U.S. Tax Reform. The stranded tax effect primarily relates to defined pension and post-retirement benefits . The Company’s policy is to use the portfolio approach for releasing disproportionate income tax effects from AOCL. Changes to Accounting Policies As a result of the adoption of ASC 842 on January 1, 2019, we have updated our accounting policies for leases. These policies govern the recognition and accounting for leases in tandem with the Company’s option to elect certain practical expedients offered by ASC 842. These policies are consistent with the modified retrospective approach guidance and with those practical expedients offered by ASC 842 that we have elected to apply. Additionally and as a result of the acquisition of TRANZACT (see Note 3 – Acquisitions), we have updated our revenue recognition policies to include a description of the revenue accounting, estimates and judgments for our direct-to-consumer Medicare broking offering. Our revenue recognition policies related to our pre-existing Medicare broking offering have not changed as a result of the acquisition of TRANZACT due to the differing nature of those contractual arrangements. Our lease and revenue recognition policies for 2018 and prior reporting periods are reflected in the notes to our annual consolidated financial statements as filed on February 27, 2019, in our Annual Report on Form 10-K. Leases As an advisory, broking and solutions company providing services to clients in more than 140 countries, we enter into lease agreements from time to time, primarily for the use of real estate for our office space. We determine if an arrangement is a lease at the inception of the contract, and the nature of our operations is such that it is generally clear whether an arrangement contains a lease and what underlying asset is being leased. The majority of the leases into which we enter are operating leases. Upon entering into leases, we obtain the right to control the use of an identified space for a lease term and recognize these right-of-use (‘ROU’) assets on our condensed consolidated balance sheets with corresponding lease liabilities reflecting our obligation to make the related lease payments. ROU assets are amortized over the term of the lease. Our real estate leases are generally long-term in nature, with terms that typically range from 5 to 15 years. Our most significant lease supports our London market operations with a lease term through 2032. Our real estate leases often contain options to renew the lease, either through exercise of the option or through automatic renewal. Additionally, certain leases have options to cancel the lease with appropriate notice to the landlord prior to the end of the stated lease term. As we enter into new leases after the adoption of ASC 842, we will consider these options as we assess lease terms in our recognized ROU assets and lease liabilities. If we are reasonably certain to exercise an option to renew a lease, we include this period in our lease term. To the extent that we have the option to cancel a lease, we recognize our ROU assets and lease liabilities using the term that would result from using this earlier date. If a significant penalty is required to cancel the lease at an earlier date, we assess our lease term as ending at the point when no significant penalty would be due. In addition to payments for previously-agreed base rent, many of our lease agreements are subject to variable and unknown future payments, typically in the form of common area maintenance charges (a non-lease component as defined by ASC 842) or real estate taxes. These variable payments are excluded from our lease liabilities and ROU assets, and instead are recognized as lease expense within other operating expenses on the condensed consolidated statement of comprehensive income as the amounts are incurred. To the extent that we have agreed to fixed charges for common area maintenance or other non-lease components, or our base rent increases by an index or rate (most commonly an inflation rate), these amounts are included in the measurement of our lease liabilities and ROU assets. We have elected the practical expedient under ASC 842 which allows the lease and non-lease components to be combined in our measurement of lease liabilities and ROU assets. From time to time we may enter into subleases if we are unable to cancel or fully occupy a space and are able to find an appropriate subtenant. However, entering subleases is not a primary objective of our business operations and these arrangements represent an immaterial amount of cash flows. Because the discount rates implicit in our leases are generally not readily determinable, we are required to use judgment in the determination of the incremental borrowing rates to calculate the present values of our future lease payments. Since the majority of our debt is publicly-traded, our real estate function is centralized, and our treasury function is centralized and generally prohibits our subsidiaries from borrowing externally, we have determined it appropriate to use the Company’s consolidated unsecured borrowing rate, and adjust for collateralization in accordance with ASC 842. Using the resulting interest rate curves from publicly-traded debt at this collateralized borrowing rate, we select the interest rate at lease inception by reference to the lease term and lease currency. Over 90% of our leases are denominated in U.S. dollars, Pounds sterling or Euros. Our leases generally do not subject us to restrictive covenants and contain no residual value guarantees. Revenue Recognition In our direct-to-consumer Medicare broking offering, we have contractual arrangements with, and act as an agent on behalf of, insurance carriers that provide compensation in return for issued policies. Once an application is submitted to a carrier, our obligation is complete, and we have no ongoing fulfilment obligations. We receive compensation from carriers in the form of commissions, administrative fees and marketing fees in the first year, and depending on the type of policy issued, we may receive renewal commissions for up to 25 years, provided the policies are renewed for such periods of time. Because our obligation to the carrier is complete upon application submission to the carrier, we recognize revenue at that date, which includes both compensation due to us in the first year as well as an estimate of the total renewal commissions that will be received over the lifetime of the policy. This variable consideration estimate requires significant judgment, and will vary based on product type, estimated commission rates, the expected lives of the respective policies and other factors. The Company has applied an actuarial model to account for these uncertainties, which is updated periodically based on actual experience. Actual results will differ from these estimates, and in accordance with ASC 606, Revenue From Contracts With Customers The timing of renewal commission payments is reflective of regulatory restrictions and insurance carriers’ protection for cancellations and varies based on policy holder decisions that are outside of the control of both the Company and the insurance carriers. As such, the estimate of these renewal commissions receivable has not been discounted to reflect a significant financing component. |
Acquisitions
Acquisitions | 9 Months Ended |
Sep. 30, 2019 | |
Business Combinations [Abstract] | |
Acquisitions | Note 3 TRANZACT Acquisition On July 30, 2019, the Company acquired TRANZACT The acquisition was initially funded in part with a $1.1 billion one-year term loan (see Note 9 — Debt for a description of the term loan and the partial repayment), with the remainder being funded from the Company’s existing revolving credit facility. A summary of the preliminary fair values of the identifiable assets acquired, and liabilities assumed, of TRANZACT at July 30, 2019 are summarized in the following table. Cash and cash equivalents $ 7 Restricted cash 2 Accounts receivable, net 3 Renewal commissions receivable, current (i) 34 Prepaid and other current assets 19 Renewal commissions receivable, non-current (i) 130 Fixed assets 9 Intangible assets 646 Goodwill 785 Right-of-use assets 19 Other non-current assets 2 Collateralized facility (ii) (91 ) Other current liabilities (52 ) Deferred tax liabilities, net (165 ) Lease liabilities (19 ) Net assets acquired $ 1,329 ______________ (i) Renewal commissions receivables arise from direct-to-consumer Medicare broking sales. Cash collections for these receivables are expected to occur over a period of several years. Due to the provisions of ASC 606, these receivables are not discounted for a significant financing component when initially recognized (see Note 2 – Basis of Presentation and Recent Accounting Pronouncements). However, as a result of recognizing the fair value of these receivables in accordance with ASC 805, Business Combinations prospectively using the cost recovery method in which future cash receipts will initially be applied against the acquisition date fair value until the value reaches zero . Any cash received in excess of the fair value determined at acquisition will be recorded to earnings when it is received at a future date . (i i ) See Note 9 — Debt for a description of the acquired collateralized facility debt. Intangible assets consist primarily of $612 million of customer relationships, with an expected life of 15.4 years. Additional intangibles acquired consist of domain names. Goodwill is calculated as the difference between the aggregate consideration and the acquisition date fair value of the net assets acquired, including the intangible assets acquired, and represents the value of TRANZACT’s assembled workforce and the future economic benefits that we expect to achieve as a result of the acquisition. None of the goodwill recognized on the transaction is tax deductible, however there is tax deductible goodwill that will be carried forward from previous acquisitions by TRANZACT. Following the acquisition, TRANZACT generated revenue of $51 million. This result is included in the condensed consolidated statements of comprehensive income for the three and nine months ended September 30, 2019. Alston Gayler Acquisition On December 21, 2018, the Company, through its majority-owned subsidiary, Miller, completed the transaction to acquire Alston Gayler, a U.K.-based insurance and reinsurance broker, for total consideration of $67 million. Cash consideration of $35 million was paid upon completion of the acquisition, with the remaining $32 million deferred consideration to be paid in equal installments on the first, second and third anniversaries of the date of acquisition. The Company has preliminarily recognized $36 million of intangible assets, primarily arising from client relationships, and $26 million of goodwill. The purchase price allocation as of the acquisition date and our accounting for the related deferred tax assets and liabilities is not yet complete. Other Acquisitions Other individually less significant acquisitions were completed during the nine months ended September 30, 2019 for combined cash payments of $14 million and contingent consideration fair valued at $9 million. |
Revenue
Revenue | 9 Months Ended |
Sep. 30, 2019 | |
Revenue From Contract With Customer [Abstract] | |
Revenue | Note 4 Disaggregation of Revenue The Company reports revenue by segment in Note 5 — Three Months Ended September 30, HCB CRB IRR BDA Corporate (ii) Total 2019 2018 2019 2018 2019 2018 2019 2018 2019 2018 2019 2018 Broking $ 58 $ 54 $ 589 $ 554 $ 175 $ 166 $ 55 $ 4 $ — $ — $ 877 $ 778 Consulting (i) 545 536 30 37 98 102 — — 3 3 676 678 Outsourced administration (i) 122 116 17 14 3 — 124 123 — — 266 253 Other (i) 79 67 1 1 44 38 — — 1 1 125 107 Total revenue by service offering 804 773 637 606 320 306 179 127 4 4 1,944 1,816 Reimbursable expenses and other (ii) 15 14 — — 2 2 2 1 3 (7 ) 22 10 Total revenue from customer contracts $ 819 $ 787 $ 637 $ 606 $ 322 $ 308 $ 181 $ 128 $ 7 $ (3 ) $ 1,966 $ 1,826 Interest and other income (iii) 3 5 14 16 5 11 — — 1 1 23 33 Total revenue $ 822 $ 792 $ 651 $ 622 $ 327 $ 319 $ 181 $ 128 $ 8 $ (2 ) $ 1,989 $ 1,859 Nine Months Ended September 30, HCB CRB IRR BDA Corporate (ii) Total 2019 2018 2019 2018 2019 2018 2019 2018 2019 2018 2019 2018 Broking $ 195 $ 191 $ 1,882 $ 1,828 $ 829 $ 781 $ 67 $ 12 $ — $ — $ 2,973 $ 2,812 Consulting (i) 1,696 1,671 97 120 312 326 — — 9 9 2,114 2,126 Outsourced administration (i) 346 364 57 53 8 — 373 356 — — 784 773 Other (i) 182 150 3 6 154 142 — — 3 4 342 302 Total revenue by service offering 2,419 2,376 2,039 2,007 1,303 1,249 440 368 12 13 6,213 6,013 Reimbursable expenses and other (ii) 44 45 — — 6 5 7 5 12 (2 ) 69 53 Total revenue from customer contracts $ 2,463 $ 2,421 $ 2,039 $ 2,007 $ 1,309 $ 1,254 $ 447 $ 373 $ 24 $ 11 $ 6,282 $ 6,066 Interest and other income (iii) 14 14 30 29 20 27 — — 3 5 67 75 Total revenue $ 2,477 $ 2,435 $ 2,069 $ 2,036 $ 1,329 $ 1,281 $ 447 $ 373 $ 27 $ 16 $ 6,349 $ 6,141 ______________ (i) Amounts presented for HCB Outsourced administration revenue include corrections of approximately $46 million and $152 million of revenue that was previously classified as HCB Consulting revenue or HCB Other revenue in our quarterly report on Form 10-Q for the three and nine months ended September 30, 2018, respectively. ( i i) Reimbursable expenses and other, as well as Corporate revenue, are excluded from segment revenue, but included in total revenue on the condensed consolidated statements of comprehensive income. ( i ii) Interest and other income is included in segment revenue and total revenue, however it has been presented separately in the above tables because it does not arise directly from contracts with customers. Individual revenue streams aggregating to approximately 6% 5% The following tables present revenue by the geography where our work is performed for the three and nine months ended September 30, 2019 and 2018. Reconciliations to total revenue on our condensed consolidated statements of comprehensive income and to segment revenue are shown in the tables above. Three Months Ended September 30, HCB CRB IRR BDA Corporate Total 2019 2018 2019 2018 2019 2018 2019 2018 2019 2018 2019 2018 North America $ 482 $ 466 $ 288 $ 266 $ 88 $ 83 $ 179 $ 127 $ 4 $ 4 $ 1,041 $ 946 Great Britain 116 113 139 137 147 139 — — — — 402 389 Western Europe 123 121 105 96 47 47 — — — — 275 264 International 83 73 105 107 38 37 — — — — 226 217 Total revenue by geography $ 804 $ 773 $ 637 $ 606 $ 320 $ 306 $ 179 $ 127 $ 4 $ 4 $ 1,944 $ 1,816 Nine Months Ended September 30, HCB CRB IRR BDA Corporate Total 2019 2018 2019 2018 2019 2018 2019 2018 2019 2018 2019 2018 North America $ 1,431 $ 1,395 $ 782 $ 740 $ 369 $ 341 $ 440 $ 368 $ 12 $ 13 $ 3,034 $ 2,857 Great Britain 354 362 453 455 643 616 — — — — 1,450 1,433 Western Europe 402 399 472 456 167 169 — — — — 1,041 1,024 International 232 220 332 356 124 123 — — — — 688 699 Total revenue by geography $ 2,419 $ 2,376 $ 2,039 $ 2,007 $ 1,303 $ 1,249 $ 440 $ 368 $ 12 $ 13 $ 6,213 $ 6,013 Contract Balances The Company reports accounts receivable, net on the condensed consolidated balance sheet, which includes billed and unbilled receivables and current contract assets. In addition to accounts receivable, net, the Company had the following non-current contract assets and deferred revenue balances at September 30, 2019 and December 31, 2018: September 30, 2019 December 31, 2018 Billed receivables, net of allowance for doubtful accounts of $40 million and $40 million $ 1,638 $ 1,702 Unbilled receivables 383 356 Current contract assets 146 321 Accounts receivable, net $ 2,167 $ 2,379 Non-current accounts receivable, net $ 20 $ 20 Non-current contract assets $ 20 $ 3 Deferred revenue $ 481 $ 448 During the three and nine months ended September 30, 2019, revenue of approximately $42 million and $338 million, respectively, was recognized that was reflected as deferred revenue at December 31, 2018. During the three months ended September 30, 2019, revenue of approximately $198 million was recognized that was reflected as deferred revenue at June 30, 2019. During the three and nine months ended September 30, 2019, the Company recognized revenue of approximately $3 million and $12 million, respectively, related to performance obligations satisfied in a prior period. Performance Obligations The Company has contracts for which performance obligations have not been satisfied as of September 30, 2019 or have been partially satisfied as of this date. The following table shows the expected timing for the satisfaction of the remaining performance obligations. This table does not include contract renewals nor variable consideration, which was excluded from the transaction prices in accordance with the guidance on constraining estimates of variable consideration. In addition, in accordance with ASC 606, the Company has elected not to disclose the remaining performance obligations when one or both of the following circumstances apply: • Performance obligations which are part of a contract that has an original expected duration of less than one year, and • Performance obligations satisfied in accordance with ASC 606-10-55-18 (‘right to invoice’). Remainder of 2019 2020 2021 onward Total Revenue expected to be recognized on contracts as of September 30, 2019 $ 142 $ 426 $ 602 $ 1,170 Since most of the Company’s contracts are cancellable with less than one year’s notice, and have no substantive penalty for cancellation, the majority of the Company’s remaining performance obligations as of September 30, 2019 have been excluded from the table above. |
Segment Information
Segment Information | 9 Months Ended |
Sep. 30, 2019 | |
Segment Reporting [Abstract] | |
Segment Information | Note 5 Willis Towers Watson has four reportable operating segments or business areas: • Human Capital and Benefits (‘HCB’) • Corporate Risk and Broking (‘CRB’) • Investment, Risk and Reinsurance (‘IRR’) • Benefits Delivery and Administration (‘BDA’) Willis Towers Watson’s chief operating decision maker is its chief executive officer. We determined that the operational data used by the chief operating decision maker is at the segment level. Management bases strategic goals and decisions on these segments and the data presented below is used to assess the adequacy of strategic decisions and the methods of achieving these strategies and related financial results. Management evaluates the performance of its segments and allocates resources to them based on net operating income on a pre-tax basis. The Company experiences seasonal fluctuations of its revenue. Revenue is typically higher during the Company’s first and fourth quarters due primarily to the timing of broking-related activities. The following table presents segment revenue and segment operating income for our reportable segments for the three months ended September 30, 2019 and 2018. Three Months Ended September 30, HCB CRB IRR BDA Total 2019 2018 2019 2018 2019 2018 2019 2018 2019 2018 Segment revenue $ 807 $ 778 $ 651 $ 622 $ 325 $ 317 $ 179 $ 127 $ 1,962 $ 1,844 Segment operating income/(loss) $ 214 $ 194 $ 81 $ 66 $ 31 $ 29 $ (21 ) $ (33 ) $ 305 $ 256 The following table presents segment revenue and segment operating income for our reportable segments for the nine months ended September 30, 2019 and 2018. Nine Months Ended September 30, HCB CRB IRR BDA Total 2019 2018 2019 2018 2019 2018 2019 2018 2019 2018 Segment revenue $ 2,433 $ 2,390 $ 2,069 $ 2,036 $ 1,323 $ 1,276 $ 440 $ 368 $ 6,265 $ 6,070 Segment operating income/(loss) $ 587 $ 536 $ 312 $ 288 $ 392 $ 379 $ (67 ) $ (96 ) $ 1,224 $ 1,107 The following table presents reconciliations of the information reported by segment to the Company’s condensed consolidated statement of comprehensive income amounts reported for the three and nine months ended September 30, 2019 and 2018. Three Months Ended September 30, Nine Months Ended September 30, 2019 2018 2019 2018 Revenue: Total segment revenue $ 1,962 $ 1,844 $ 6,265 $ 6,070 Reimbursable expenses and other 27 15 84 71 Revenue $ 1,989 $ 1,859 $ 6,349 $ 6,141 Total segment operating income $ 305 $ 256 $ 1,224 $ 1,107 Amortization (118 ) (127 ) (368 ) (408 ) Transaction and integration expenses (6 ) (50 ) (12 ) (148 ) Unallocated, net (i) (74 ) (62 ) (202 ) (212 ) Income from operations 107 17 642 339 Interest expense (62 ) (51 ) (172 ) (154 ) Other income, net 55 70 177 189 Income from operations before income taxes $ 100 $ 36 $ 647 $ 374 (i) Includes certain costs, primarily related to corporate functions which are not directly related to the segments, and certain differences between budgeted expenses determined at the beginning of the year and actual expenses that we report for U.S. GAAP purposes. The Company does not currently provide asset information by reportable segment as it does not routinely evaluate the total asset position by segment. |
Income Taxes
Income Taxes | 9 Months Ended |
Sep. 30, 2019 | |
Income Tax Disclosure [Abstract] | |
Income Taxes | Note 6 — Income Taxes Provision for/benefit from income taxes for the three and nine months ended September 30, 2019 were provisions of $20 million and $125 million, respectively, compared to a benefit of $10 million and a provision of $42 million for the three and nine months ended September 30, 2018, respectively. The effective tax rates were 20.4% and 19.3% for the three and nine months ended September 30, 2019, respectively, and (28.1)% and 11.3% for the three and nine months ended September 30, 2018, respectively. These effective tax rates are calculated using extended values from our condensed consolidated statements of comprehensive income, and are therefore more precise tax rates than can be calculated from rounded values. The effective tax rates for the three and nine months ended September 30, 2019 were higher than the three and nine months ended September 30, 2018 due primarily to the recognition of a discrete tax benefit from the release of a valuation allowance on certain state deferred tax assets during the three and nine months ended September 30, 2018. In 2017, as a result of U.S. Tax Reform, we analyzed our global working capital and cash requirements and the potential tax liabilities attributable to a repatriation and changed our assertion with respect to certain legacy Towers Watson subsidiaries. For those subsidiaries from which we were able to make a reasonable estimate of the tax effects of such repatriation, we recorded an estimate for foreign withholding and state income taxes. For all other subsidiaries, we continue to assert that the historical cumulative earnings have been reinvested indefinitely, and therefore do not provide deferred taxes on these amounts. At December 31, 2018, as a result of an international restructuring, we were considering repatriating an additional $2.1 billion, which was previously deemed indefinitely reinvested. As a result, we recorded an estimate for foreign withholding and state income tax expense of approximately $11 million at December 31, 2018. During the three months ended June 30, 2019, we repatriated a portion of this as previously taxed income and return of capital. In addition, during the second quarter of 2019, Treasury regulations were issued that impacted the U.S. taxability of the balance of the earnings associated with the international restructuring. As such, the Company changed its assertion with respect to any additional earnings from this restructuring for the foreseeable future. Of the original $ 2.1 billion under consideration, $ billion remains permanently reinvested at September 30, 2019 . The Company records valuation allowances against net deferred tax assets based on whether it is more likely than not that the deferred tax assets will be realized. We have liabilities for uncertain tax positions under ASC 740 of $48 million, excluding interest and penalties. The Company believes the outcomes that are reasonably possible within the next 12 months may result in a reduction in the liability for uncertain tax positions of approximately $1 million to $3 million, excluding interest and penalties. |
Goodwill and Other Intangible A
Goodwill and Other Intangible Assets | 9 Months Ended |
Sep. 30, 2019 | |
Goodwill And Intangible Assets Disclosure [Abstract] | |
Goodwill and Other Intangible Assets | Note 7 The components of goodwill are outlined below for the nine months ended September 30, 2019: HCB CRB IRR BDA Total Balance at December 31, 2018: Goodwill, gross $ 4,300 $ 2,308 $ 1,792 $ 2,557 $ 10,957 Accumulated impairment losses (130 ) (362 ) — — (492 ) Goodwill, net - December 31, 2018 4,170 1,946 1,792 2,557 10,465 Goodwill acquired during the period — — 9 785 794 Goodwill disposed of during the period — (6 ) — — (6 ) Acquisition accounting adjustment — — 2 — 2 Foreign exchange (33 ) (28 ) (7 ) — (68 ) Balance at September 30, 2019: Goodwill, gross 4,267 2,274 1,796 3,342 11,679 Accumulated impairment losses (130 ) (362 ) — — (492 ) Goodwill, net - September 30, 2019 $ 4,137 $ 1,912 $ 1,796 $ 3,342 $ 11,187 Other Intangible Assets The following table reflects changes in the net carrying amounts of the components of finite-lived intangible assets for the nine months ended September 30, 2019: Balance at December 31, 2018 ASC 842 reclassification (i) Intangible assets acquired (ii) Intangible assets disposed Amortization Foreign exchange Balance at September 30, 2019 Client relationships $ 1,986 $ — $ 625 $ (8 ) $ (235 ) $ (20 ) $ 2,348 Management contracts 48 — — — (2 ) (4 ) 42 Software 328 — — (1 ) (95 ) (1 ) 231 Trademark and trade name 920 — — — (33 ) (3 ) 884 Product and domain name 27 — 34 — (3 ) (2 ) 56 Favorable agreements 9 (9 ) — — — — — Total amortizable intangible assets $ 3,318 $ (9 ) $ 659 $ (9 ) $ (368 ) $ (30 ) $ 3,561 __________________ (i) (ii) We recorded amortization related to our finite-lived intangible assets of $118 million and $368 million for the three and nine months ended September 30, 2019. For the three and nine months ended September 30, 2018, we recorded amortization related to our finite-lived intangible assets, exclusive of the amortization of our favorable lease agreements, of $127 million and $408 million, respectively. Our acquired unfavorable lease agreement liabilities were $21 million at December 31, 2018 and were recorded in other non-current liabilities in the condensed consolidated balance sheet. On January 1, 2019, in accordance with ASC 842, we reclassified our unfavorable lease liabilities as a reduction to our right-of-use assets within our condensed consolidated balance sheet. The following table reflects the carrying value of finite-lived intangible assets and liabilities at September 30, 2019 and December 31, 2018: September 30, 2019 December 31, 2018 Gross carrying amount Accumulated amortization Gross carrying amount Accumulated amortization Client relationships $ 3,972 $ (1,624 ) $ 3,401 $ (1,415 ) Management contracts 57 (15 ) 63 (15 ) Software 743 (512 ) 749 (421 ) Trademark and trade name 1,050 (166 ) 1,052 (132 ) Product and domain name 68 (12 ) 36 (9 ) Favorable agreements (i) — — 14 (5 ) Other — — 3 (3 ) Total finite-lived assets $ 5,890 $ (2,329 ) $ 5,318 $ (2,000 ) Unfavorable agreements (i) $ — $ — $ 34 $ (13 ) Total finite-lived intangible liabilities $ — $ — $ 34 $ (13 ) __________________ (i) The weighted-average remaining life of amortizable intangible assets at September 30, 2019 was 13.9 years. The table below reflects the future estimated amortization expense for amortizable intangible assets for the remainder of 2019 and for subsequent years: Amortization Remainder of 2019 $ 119 2020 447 2021 372 2022 313 2023 265 Thereafter 2,045 Total $ 3,561 |
Derivative Financial Instrument
Derivative Financial Instruments | 9 Months Ended |
Sep. 30, 2019 | |
Derivative Instruments And Hedging Activities Disclosure [Abstract] | |
Derivative Financial Instruments | Note 8 We are exposed to certain foreign currency risks. Where possible, we identify exposures in our business that can be offset internally. Where no natural offset is identified, we may choose to enter into various derivative transactions. These instruments have the effect of reducing our exposure to unfavorable changes in foreign currency rates. The Company’s board of directors reviews and approves policies for managing each of these risks as summarized below. Additional information regarding our derivative financial instruments can be found in Note 10 — Fair Value Measurements and Note 15 — Accumulated Other Comprehensive Loss. Foreign Currency Risk Certain non-U.S. subsidiaries receive revenue and incur expenses in currencies other than their functional currency, and as a result, the foreign subsidiary’s functional currency revenue will fluctuate as the currency rates change. Additionally, the forecast Pounds sterling expenses of our London brokerage market operations may exceed their Pounds sterling revenue, and they may also hold significant foreign currency asset or liability positions in the condensed consolidated balance sheet. To reduce such variability, we use foreign exchange contracts to hedge against this currency risk. These derivatives were designated as hedging instruments and at September 30, 2019 and December 31, 2018 had total notional amounts of $474 million and $438 million, respectively, and had net fair value liabilities of $18 million and $15 million, respectively. At September 30, 2019, the Company estimates, based on current exchange rates, there will be $14 million of net derivative losses on forward exchange rates reclassified from accumulated other comprehensive loss into earnings within the next twelve months as the forecast transactions affect earnings. At September 30, 2019, our longest outstanding maturity was 1.7 years. The effects of the material derivative instruments that are designated as hedging instruments on the condensed consolidated statements of comprehensive income for the three and nine months ended September 30, 2019 and 2018 are below. Amounts pertaining to the ineffective portion of hedging instruments and excluded from effectiveness testing were immaterial for the three and nine months ended September 30, 2019 and 2018. Loss recognized in OCI (effective element) Three months ended September 30, Nine months ended September 30, 2019 2018 2019 2018 Forward exchange contracts $ (8 ) $ (5 ) $ (10 ) $ (14 ) Location of loss reclassified from Accumulated OCL into income (effective element) Loss reclassified from Accumulated OCL into income (effective element) Three months ended September 30, Nine months ended September 30, 2019 2018 2019 2018 Revenue $ (1 ) $ — $ (3 ) $ — Salaries and benefits (1 ) — (5 ) — Other income, net — (6 ) — (24 ) $ (2 ) $ (6 ) $ (8 ) $ (24 ) We also enter into foreign currency transactions, primarily to hedge certain intercompany loans. These derivatives are not generally designated as hedging instruments, and at September 30, 2019 and December 31, 2018, we had notional amounts of $879 million and $909 million, respectively, and had net fair value assets of $5 million and $3 million, respectively. The effects of derivatives that have not been designated as hedging instruments on the condensed consolidated statements of comprehensive income for the three and nine months ended September 30, 2019 and 2018 are as follows: Gain/(loss) recognized in income Three Months Ended September 30, Nine Months Ended September 30, Derivatives not designated as hedging instruments: Location of gain/(loss) recognized in income 2019 2018 2019 2018 Forward exchange contracts Other income, net $ 6 $ (1 ) $ 2 $ (4 ) |
Debt
Debt | 9 Months Ended |
Sep. 30, 2019 | |
Debt Disclosure [Abstract] | |
Debt | Note 9 Current debt consists of the following: September 30, 2019 December 31, 2018 Term loan due 2020 $ 463 $ — Current portion of collateralized facility 21 — 7.000% senior notes due 2019 — 186 $ 484 $ 186 Long-term debt consists of the following: September 30, 2019 December 31, 2018 Revolving $1.25 billion credit facility $ 90 $ 130 Collateralized facility 69 — 5.750% senior notes due 2021 498 498 3.500% senior notes due 2021 448 448 2.125% senior notes due 2022 (i) 587 615 4.625% senior notes due 2023 248 248 3.600% senior notes due 2024 646 645 4.400% senior notes due 2026 546 544 4.500% senior notes due 2028 595 595 2.950% senior notes due 2029 446 — 6.125% senior notes due 2043 271 271 5.050% senior notes due 2048 395 395 3.875% senior notes due 2049 542 — $ 5,381 $ 4,389 (i) Notes issued in Euro (€540 million) Senior Notes On September 10, 2019, the Company, together with its wholly-owned subsidiary, Willis North America Inc. as issuer (see Note 17 — Financial Information for Issuers and Other Guarantor Subsidiaries Additionally, in September 2019, the Company repaid in full $187 million outstanding on its 7.000% senior notes due 2019 with borrowings against its revolving credit facility. One-Year Term Loan Commitment As part of the acquisition of TRANZACT, the Company secured financing of up to $1.1 billion in the form of a one-year unsecured term loan. Borrowing occurred in conjunction with the closing of the acquisition on July 30, 2019. Amounts outstanding under the term loan shall bear interest, at the option of the borrowers, at a rate equal to (a) LIBOR plus 0.75% to 1.375% for Eurocurrency Rate Loans or (b) the highest of (i) the Federal Funds Rate plus 0.5%, (ii) the ‘prime rate’ quoted by Bank of America, N.A., and (iii) LIBOR plus 1.00%, plus 0.00% to 0.375%, in each case, based upon the Company’s guaranteed senior-unsecured long-term debt rating. In addition, the Company paid a commitment fee in an amount equal to 0.15% per annum on the undrawn portion of the commitments in respect of the term loan, which we had accrued from May 29, 2019 until the closing date of the acquisition. The term loan is pre-payable in part or in full prior to the maturity date at the Company’s discretion. Covenants and events of default are substantively the same as in our existing revolving credit facility. Collateralized Facility As part of the acquisition of TRANZACT, the Company assumed debt of $91 million related to borrowings by TRANZACT whereby certain renewal commissions receivables were pledged as collateral. The Company is required to remit cash received from these pledged renewal commissions receivables on a quarterly basis to the lenders until the borrowings and related interest are repaid, after the payment of certain fees and other permitted distributions. No borrowings have been made against this collateralized facility since the acquisition. The maturity date of the borrowing is in January 2033, at which time all remaining outstanding principal and unpaid accrued interest will be payable. The collateralization facility may be prepaid in November 2021 or earlier if approval is obtained from at least half of the lenders. Loans under the agreement bear interest at LIBOR plus an applicable margin of 3.95%. The collateralization facility contains financial covenants including requirements to keep separate and securely maintain the collateral. As cash is received for these pledged assets, it is classified as restricted cash within prepaid and other current assets on our accompanying condensed consolidated balance sheet. Accumulated cash receipts are applied against the principal and interest on a quarterly basis. At September 30, 2019, the Company had $ 134 million of renewal commissions receivable pledged as collateral. At September 30, 2019 and December 31, 2018, we were in compliance with all financial covenants. |
Fair Value Measurements
Fair Value Measurements | 9 Months Ended |
Sep. 30, 2019 | |
Fair Value Disclosures [Abstract] | |
Fair Value Measurements | Note 10 The Company has categorized its assets and liabilities that are measured at fair value on a recurring and non-recurring basis into a three-level fair value hierarchy, based on the reliability of the inputs used to determine fair value as follows: • Level 1: refers to fair values determined based on quoted market prices in active markets for identical assets; • Level 2: refers to fair values estimated using observable market-based inputs or unobservable inputs that are corroborated by market data; and • Level 3: includes fair values estimated using unobservable inputs that are not corroborated by market data. The following methods and assumptions were used by the Company in estimating its fair value disclosure for financial instruments: • Available-for-sale securities are classified as Level 1 because we use quoted market prices in determining the fair value of these securities. • Market values for our derivative instruments have been used to determine the fair value of forward foreign exchange contracts based on estimated amounts the Company would receive or have to pay to terminate the agreements, taking into account observable information about the current foreign currency forward rates. Such financial instruments are classified as Level 2 in the fair value hierarchy. • Contingent consideration payable is classified as Level 3, and we estimate fair value based on the likelihood and timing of achieving the relevant milestones of each arrangement, applying a probability assessment to each of the potential outcomes, which at times includes the use of a Monte Carlo simulation, and discounting the probability-weighted payout. Typically, milestones are based on revenue or Earnings Before Interest, Tax, Depreciation and Amortization (‘EBITDA’) growth for the acquired business. The following tables present our assets and liabilities measured at fair value on a recurring basis at September 30, 2019 and December 31, 2018: Fair Value Measurements on a Recurring Basis at September 30, 2019 Balance Sheet Location Level 1 Level 2 Level 3 Total Assets: Available-for-sale securities: Mutual funds / exchange traded funds Prepaid and other current assets and other non-current assets $ 19 $ — $ — $ 19 Derivatives: Derivative financial instruments (i) Prepaid and other current assets and other non-current assets $ — $ 9 $ — $ 9 Liabilities: Contingent consideration: Contingent consideration (ii) Other current liabilities and other non-current liabilities $ — $ — $ 9 $ 9 Derivatives: Derivative financial instruments (i) Other current liabilities and other non-current liabilities $ — $ 22 $ — $ 22 Fair Value Measurements on a Recurring Basis at December 31, 2018 Balance Sheet Location Level 1 Level 2 Level 3 Total Assets: Available-for-sale securities: Mutual funds / exchange traded funds Prepaid and other current assets and other non-current assets $ 18 $ — $ — $ 18 Derivatives: Derivative financial instruments (i) Prepaid and other current assets and other non-current assets $ — $ 5 $ — $ 5 Liabilities: Contingent consideration: Contingent consideration (ii) Other current liabilities and other non-current liabilities $ — $ — $ 51 $ 51 Derivatives: Derivative financial instruments (i) Other current liabilities and other non-current liabilities $ — $ 17 $ — $ 17 (i) See Note 8 — Derivative Financial Instruments for further information on our derivative investments. (ii) Probability weightings are based on our knowledge of the past and planned performance of the acquired entity to which the contingent consideration applies. The weighted-average discount rates used on our material contingent consideration calculations were 12.20% and 9.92% at September 30, 2019 and December 31, 2018, respectively. Using different probability weightings and discount rates could result in an increase or decrease of the contingent consideration payable. The following table summarizes the change in fair value of the Level 3 liabilities: Fair Value Measurements Using Significant Unobservable Inputs (Level 3) September 30, 2019 Balance at December 31, 2018 $ 51 Obligations assumed 8 Payments (46 ) Realized and unrealized gains (5 ) Foreign exchange 1 Balance at September 30, 2019 $ 9 There were no significant transfers between Levels 1, 2 or 3 in the nine months ended September 30, 2019. The following tables present our liabilities not measured at fair value on a recurring basis at September 30, 2019 and December 31, 2018: September 30, 2019 December 31, 2018 Carrying Value Fair Value Carrying Value Fair Value Liabilities: Current debt $ 484 $ 488 $ 186 $ 191 Long-term debt $ 5,381 $ 5,764 $ 4,389 $ 4,458 The carrying values of our revolving credit facility, collateralized receivable facility and term loan approximate their fair values. The fair values above are not necessarily indicative of the amounts that the Company would realize upon disposition nor do they indicate the Company’s intent or ability to dispose of the financial instruments. The fair values of our respective senior notes are considered Level 2 financial instruments as they are corroborated by observable market data. |
Retirement Benefits
Retirement Benefits | 9 Months Ended |
Sep. 30, 2019 | |
Compensation And Retirement Disclosure [Abstract] | |
Retirement Benefits | Note 11 Defined Benefit Plans and Post-retirement Welfare Plans Willis Towers Watson sponsors both qualified and non-qualified defined benefit pension plans and other post-retirement welfare (‘PRW’) plans throughout the world. The majority of our plan assets and obligations are in the U.S. and the U.K. We have also included disclosures related to defined benefit plans in certain other countries, including Canada, France, Germany and Ireland. Together, these disclosed funded and unfunded plans represent 99% of Willis Towers Watson’s pension and PRW obligations and are disclosed herein. Components of Net Periodic Benefit (Income)/Cost for Defined Benefit Pension and Post-retirement Welfare Plans The following tables set forth the components of net periodic benefit (income)/cost for the Company’s defined benefit pension and PRW plans for the three and nine months ended September 30, 2019 and 2018: Three Months Ended September 30, 2019 2018 U.S. U.K. Other PRW U.S. U.K. Other PRW Service cost $ 17 $ 3 $ 5 $ — $ 17 $ 4 $ 6 $ — Interest cost 39 23 5 — 35 24 4 1 Expected return on plan assets (63 ) (59 ) (7 ) — (68 ) (72 ) (8 ) — Settlement — — 1 — — 12 (14 ) — Amortization of net loss 4 5 1 1 3 10 — 1 Amortization of prior service credit — (4 ) — (1 ) — (4 ) — — Net periodic benefit (income)/cost $ (3 ) $ (32 ) $ 5 $ — $ (13 ) $ (26 ) $ (12 ) $ 2 Nine Months Ended September 30, 2019 2018 U.S. U.K. Other PRW U.S. U.K. Other PRW Service cost $ 49 $ 10 $ 15 $ — $ 50 $ 14 $ 16 $ — Interest cost 118 70 14 2 105 72 13 3 Expected return on plan assets (190 ) (184 ) (22 ) — (205 ) (227 ) (23 ) — Settlement — — 1 — — 32 (14 ) — Amortization of net loss 14 15 2 1 9 34 1 1 Amortization of prior service credit — (12 ) — (3 ) — (14 ) — — Net periodic benefit (income)/cost $ (9 ) $ (101 ) $ 10 $ — $ (41 ) $ (89 ) $ (7 ) $ 4 Employer Contributions to Defined Benefit Pension Plans The Company made $60 million of contributions to its U.S. plans for the nine months ended September 30, 2019 and anticipates making no additional contributions over the remainder of the fiscal year. The Company made contributions of $54 million to its U.K. plans for the nine months ended September 30, 2019 and anticipates making additional contributions of $21 million for the remainder of the fiscal year. The Company made contributions of $20 million to its other plans for the nine months ended September 30, 2019 and anticipates making additional contributions of $3 million for the remainder of the fiscal year. Defined Contribution Plans The Company made contributions to its defined contribution plans of $37 million and $115 million during the three and nine months ended September 30, 2019, respectively, and $28 million and $117 million during the three and nine months ended September 30, 2018, respectively. |
Leases
Leases | 9 Months Ended |
Sep. 30, 2019 | |
Leases [Abstract] | |
Leases | Note 12 On January 1, 2019, the Company adopted ASC 842. The adoption of this new guidance had a material impact to the amounts and classifications of certain lease-related balances within our condensed consolidated financial statements and accompanying note disclosures. The Company adopted the standard using the modified retrospective approach whereby it recognized a transition adjustment at the effective date of ASC 842, January 1, 2019, rather than at the beginning of the earliest comparative period presented. The adoption of ASC 842 resulted in an additional $1.2 billion of lease liabilities and $1.0 billion of ROU assets being recognized at January 1, 2019. Furthermore, we reflected additional deferred tax assets of $252 million and deferred tax liabilities of $252 million on the gross lease liabilities and gross ROU assets, respectively. There was no adjustment to retained earnings. Rather, all operating lease-related balances, such as deferred rent accruals and lease-related intangibles, reflected on our condensed consolidated balance sheet as of December 31, 2018 were reclassified as a reduction to the opening ROU asset balance in accordance with the new guidance on January 1, 2019. Likewise, existing deferred taxes on operating lease-related balances have been reclassified as a reduction to the deferred tax liabilities related to the ROU assets. • We assessed the transition practical expedients available under the guidance and, in addition to selecting the modified retrospective transition approach as noted above, we made the following elections: o Practical expedient package – We elected this package, and therefore did not reassess lease classifications for our existing or expired leases, whether any existing or expired contracts contain a lease, or our treatment of any initial direct costs. o Hindsight practical expedient – As permitted under the transition rules, the Company did not revisit its estimate of lease terms upon transition to ASC 842. o Short-term lease exemption – We elected this exemption, and therefore did not recognize any right-of-use assets or liabilities for short-term leases (generally defined as having a term of 12 months or less) on our condensed consolidated balance sheet. o Separation of lease and non-lease components – We elected the practical expedient to not separate the cash flows associated with lease and non-lease components in our lease accounting and resulting amounts recorded in our condensed consolidated financial statements. The following table presents amounts recorded on our condensed consolidated balance sheet at September 30, 2019, classified as either operating or finance leases. Operating leases are presented separately on our condensed consolidated balance sheet. For the finance leases, the ROU assets are included in fixed assets, net, and the liabilities are classified within other current liabilities or other non-current liabilities. Operating Leases Finance Leases Total Leases Right-of-use assets $ 959 $ 10 $ 969 Current lease liabilities 151 3 154 Long-term lease liabilities 957 23 980 The following table presents amounts recorded on our condensed consolidated statement of comprehensive income for the three and nine months ended September 30, 2019: Three Months Ended September 30, 2019 Nine Months Ended September 30, 2019 Finance lease cost: Amortization of right-of-use assets $ 1 $ 2 Interest on lease liabilities 1 3 Operating lease cost 45 139 Short-term lease cost 1 1 Variable lease cost 13 43 Sublease income (3 ) (11 ) Total lease cost, net $ 58 $ 177 The total lease cost is recognized in different locations in our condensed consolidated statement of comprehensive income. Amortization of the finance lease ROU assets is included in depreciation, while the interest cost component of these finance leases is included in interest expense. All other costs are included in other operating expenses. The Company had rent expense of $58 million and $186 million, net of sublease income, for the three and nine months ended September 30, 2018, respectively, related to operating leases classified within other operating expenses on our condensed consolidated statement of comprehensive income. Cash paid for amounts included in the measurement of lease liabilities for the nine months ended September 30, 2019, as well as their location in the condensed consolidated statement of cash flows, is as follows: Nine Months Ended September 30, 2019 Cash flows from operating activities: Operating leases $ 154 Cash flows used in financing activities: Finance leases 4 Total lease payments $ 158 Non-cash additions to our operating lease ROU assets were $99 million during the nine months ended September 30, 2019, $19 million of which arose from the acquisition of TRANZACT (see Note 3 – Acquisitions) and $66 million arose from modifications to existing leases. Our operating and finance leases have the following weighted-average terms and discount rates as of September 30, 2019: Operating Leases Finance Leases Weighted-average term (in years) 8.9 6.3 Weighted-average discount rate 3.6 % 12.9 % The maturity of our lease liabilities on an undiscounted basis, including a reconciliation to the total lease liabilities reported on the condensed consolidated balance sheet as of September 30, 2019, is as follows: Operating Leases Finance Leases Total Leases Remainder of 2019 $ 50 $ 1 $ 51 2020 182 6 188 2021 162 6 168 2022 147 6 153 2023 137 6 143 Thereafter 624 13 637 Total future lease payments 1,302 38 1,340 Interest (194 ) (12 ) (206 ) Total lease liabilities $ 1,108 $ 26 $ 1,134 Prior to the adoption of ASC 842, on December 31, 2018, the maturity of our operating and finance leases on an undiscounted basis was as follows: Operating Leases Finance Leases Total Leases 2019 $ 197 $ 5 $ 202 2020 180 6 186 2021 159 6 165 2022 142 6 148 2023 131 6 137 Thereafter 542 14 556 Total future lease payments 1,351 43 1,394 Interest (202 ) (14 ) (216 ) Total lease liabilities $ 1,149 $ 29 $ 1,178 |
Commitments and Contingencies
Commitments and Contingencies | 9 Months Ended |
Sep. 30, 2019 | |
Commitments And Contingencies Disclosure [Abstract] | |
Commitments and Contingencies | Note 13 Indemnification Agreements Willis Towers Watson has various agreements which provide that it may be obligated to indemnify the other party to the agreement with respect to certain matters. Generally, these indemnification provisions are included in contracts arising in the normal course of business and in connection with the purchase and sale of certain businesses. Although it is not possible to predict the maximum potential amount of future payments that may become due under these indemnification agreements because of the conditional nature of the Company’s obligations and the unique facts of each particular agreement, we do not believe that any potential liability that may arise from such indemnity provisions is probable or material. Legal Proceedings In the ordinary course of business, the Company is subject to various actual and potential claims, lawsuits and other proceedings. Some of the claims, lawsuits and other proceedings seek damages in amounts which could, if assessed, be significant. We do not expect the impact of claims or demands not described below to be material to the Company’s condensed consolidated financial statements. The Company also receives subpoenas in the ordinary course of business and, from time to time, receives requests for information in connection with governmental investigations. Errors and omissions claims, lawsuits, and other proceedings arising in the ordinary course of business are covered in part by professional indemnity or other appropriate insurance. The terms of this insurance vary by policy year. Regarding self-insured risks, the Company has established provisions which are believed to be adequate in light of current information and legal advice, or, in certain cases, where a range of loss exists, the Company accrues the minimum amount in the range if no amount within the range is a better estimate than any other amount. The Company adjusts such provisions from time to time according to developments. See Note 14 — Supplementary Information for Certain Balance Sheet Accounts On the basis of current information, the Company does not expect that the actual claims, lawsuits and other proceedings to which it is subject, or potential claims, lawsuits, and other proceedings relating to matters of which it is aware, will ultimately have a material adverse effect on its financial condition, results of operations or liquidity. Nonetheless, given the large or indeterminate amounts sought in certain of these actions, and the inherent unpredictability of litigation and disputes with insurance companies, it is possible that an adverse outcome or settlement in certain matters could, from time to time, have a material adverse effect on the Company’s results of operations or cash flows in particular quarterly or annual periods. In addition, given the early stages of some litigation or regulatory proceedings described below, it may not be possible to predict their outcomes or resolutions, and it is possible that these events may have a material adverse effect on the Company. The Company provides for contingent liabilities based on ASC 450, Contingencies, when it is determined that a liability, inclusive of defense costs, is probable and reasonably estimable. The contingent liabilities recorded are primarily developed actuarially. Litigation is subject to many factors which are difficult to predict so there can be no assurance that in the event of a material unfavorable result in one or more claims, we will not incur material costs. Merger-Related Securities Litigation On November 21, 2017, a purported former stockholder of Legacy Towers Watson filed a putative class action complaint on behalf of a putative class consisting of all Legacy Towers Watson stockholders as of October 2, 2015 against the Company, Legacy Towers Watson, Legacy Willis, ValueAct Capital Management (‘ValueAct’), and certain current and former directors and officers of Legacy Towers Watson and Legacy Willis (John Haley, Dominic Casserley, and Jeffrey Ubben), in the United States District Court for the Eastern District of Virginia. The complaint asserted claims against certain defendants under Section 14(a) of the Securities Exchange Act of 1934 (the ‘Exchange Act’) for allegedly false and misleading statements in the proxy statement for the Merger; and against other defendants under Section 20(a) of the Exchange Act for alleged ‘control person’ liability with respect to such allegedly false and misleading statements. The complaint further contended that the allegedly false and misleading statements caused stockholders of Legacy Towers Watson to accept inadequate Merger consideration. The complaint sought damages in an unspecified amount. On February 20, 2018, the court appointed the Regents of the University of California (‘Regents’) as Lead Plaintiff and Bernstein Litowitz Berger & Grossman LLP (‘Bernstein’) as Lead Counsel for the putative class, consolidated all subsequently filed, removed, or transferred actions, and captioned the consolidated action ‘In re Willis Towers Watson plc Proxy Litigation,’ Master File No. 1:17-cv-1338-AJT-JFA. On March 9, 2018, Lead Plaintiff filed an Amended Complaint. On April 13, 2018, the defendants filed motions to dismiss the Amended Complaint, and, on July 11, 2018, following briefing and argument, the court granted the motions and dismissed the Amended Complaint in its entirety. On July 30, 2018, Lead Plaintiff filed a notice of appeal from the court’s July 11, 2018 dismissal order to the United States Court of Appeals for the Fourth Circuit, and, on December 6, 2018, the parties completed briefing on the appeal. On May 8, 2019, the parties argued the appeal, and on August 30, 2019, the Fourth Circuit vacated the dismissal order and remanded the case to the Eastern District of Virginia for further proceedings consistent with its decision. On September 13, 2019, the defendants filed a petition for rehearing by the Fourth Circuit en banc On February 27, 2018 and March 8, 2018, two additional purported former stockholders of Legacy Towers Watson, City of Fort Myers General Employees’ Pension Fund (‘Fort Myers’) and Alaska Laborers-Employers Retirement Trust (‘Alaska’), filed putative class action complaints on behalf of a putative class of Legacy Towers Watson stockholders against the former members of the Legacy Towers Watson board of directors, Legacy Towers Watson, Legacy Willis and ValueAct, in the Delaware Court of Chancery, captioned City of Fort Myers General Employees’ Pension Fund v. Towers Watson & Co., et al., C.A. No. 2018-0132, and Alaska Laborers-Employers Retirement Trust v. Victor F. Ganzi, et al., C.A. No. 2018-0155, respectively. Based on similar allegations as the Eastern District of Virginia action described above, the complaints assert claims against the former directors of Legacy Towers Watson for breach of fiduciary duty and against Legacy Willis and ValueAct for aiding and abetting breach of fiduciary duty. On March 9, 2018, Regents filed a putative class action complaint on behalf of a putative class of Legacy Towers Watson stockholders against the Company, Legacy Willis, ValueAct, and Messrs. Haley, Casserley, and Ubben, in the Delaware Court of Chancery, captioned The Regents of the University of California v. John J. Haley, et al., C.A. No. 2018-0166. Based on similar allegations as the Eastern District of Virginia action described above, the complaint asserts claims against Mr. Haley for breach of fiduciary duty and against all other defendants for aiding and abetting breach of fiduciary duty. Also on March 9, 2018, Regents filed a motion for consolidation of all pending and subsequently filed Delaware Court of Chancery actions, and for appointment as Lead Plaintiff and for the appointment of Bernstein as Lead Counsel for the putative class. On March 29, 2018, Fort Myers and Alaska responded to Regents’ motion and cross-moved for appointment as Co-Lead Plaintiffs and for the appointment of their counsel, Grant & Eisenhofer P.A. and Kessler Topaz Meltzer & Check, LLP as Co-Lead Counsel. On April 2, 2018, the court consolidated the Delaware Court of Chancery actions and all related actions subsequently filed in or transferred to the Delaware Court of Chancery. On June 5, 2018, the court denied Regents’ motion for appointment of Lead Plaintiff and Lead Counsel and granted Fort Myers’ and Alaska’s cross-motion. On June 20, 2018, Fort Myers and Alaska designated the complaint previously filed by Alaska (the ‘Alaska Complaint’) as the operative complaint in the consolidated action. On September 14, 2018, the defendants filed motions to dismiss the Alaska Complaint. On October 31, 2018, Fort Myers and Alaska filed an amended complaint, which, based on similar allegations, asserts claims against the former directors of legacy Towers Watson for breach of fiduciary duty and against ValueAct and Mr. Ubben for aiding and abetting breach of fiduciary duty. On January 11, 2019, the defendants filed motions to dismiss the amended complaint, and on March 29, 2019, the parties completed briefing on the motions. The court heard argument on the motions on April 11, 2019 and, on July 25, 2019, dismissed the amended complaint in its entirety. On August 22, 2019, Fort Myers and Alaska filed a notice of appeal from the court’s July 25, 2019 dismissal order to the Supreme Court of the State of Delaware. The parties are currently briefing the appeal. On October 18, 2018, three additional purported former stockholders of Legacy Towers Watson, Naya Master Fund LP, Naya 174 Fund Limited and Naya Lincoln Park Master Fund Limited (collectively, ‘Naya’), filed a complaint against the Company, Legacy Towers Watson, Legacy Willis and John Haley, in the Supreme Court of the State of New York, County of New York, captioned Naya Master Fund LP, et al. v. John J. Haley, et al., Index No. 654968/2018. Based on similar allegations as the Eastern District of Virginia and Delaware actions described above, the complaint asserts claims for common law fraud and negligent misrepresentation. On December 18, 2018, the defendants filed a motion to dismiss the complaint, and on March 21, 2019, the parties completed briefing on the motion. On April 23, 2019, the parties filed a Stipulation and Proposed Order Voluntarily Discontinuing Action providing for the dismissal of the action with prejudice, which the court entered on April 29, 2019. The defendants dispute the allegations in these actions and intend to defend the lawsuits vigorously. Given the stage of the proceedings, the Company is unable to provide an estimate of the reasonably possible loss or range of loss in respect of the complaints. Stanford Financial Group The Company has been named as a defendant in 15 similar lawsuits relating to the collapse of The Stanford Financial Group (‘Stanford’), for which Willis of Colorado, Inc. acted as broker of record on certain lines of insurance. The complaints in these actions generally allege that the defendants actively and materially aided Stanford’s alleged fraud by providing Stanford with certain letters regarding coverage that they knew would be used to help retain or attract actual or prospective Stanford client investors. The complaints further allege that these letters, which contain statements about Stanford and the insurance policies that the defendants placed for Stanford, contained untruths and omitted material facts and were drafted in this manner to help Stanford promote and sell its allegedly fraudulent certificates of deposit. The 15 actions are as follows: • Troice, et al. v. Willis of Colorado, Inc., et al. , C.A. No. 3:9-CV-1274-N, was filed on July 2, 2009 in the U.S. District Court for the Northern District of Texas against Willis Group Holdings plc, Willis of Colorado, Inc. and a Willis associate, among others. On April 1, 2011, plaintiffs filed the operative Third Amended Class Action Complaint individually and on behalf of a putative, worldwide class of Stanford investors, adding Willis Limited as a defendant and alleging claims under Texas statutory and common law and seeking damages in excess of $1 billion, punitive damages and costs. On May 2, 2011, the defendants filed motions to dismiss the Third Amended Class Action Complaint, arguing, inter alia , that the plaintiffs’ claims are precluded by the Securities Litigation Uniform Standards Act of 1998 (‘SLUSA’). On May 10, 2011, the court presiding over the Stanford-related actions in the Northern District of Texas entered an order providing that it would consider the applicability of SLUSA to the Stanford-related actions based on the decision in a separate Stanford action not involving a Willis entity, Roland v. Green Roland On October 27, 2011, the court in Troice Roland On October 28, 2011, the plaintiffs in Troice Troice Roland Troice, et al. v. Proskauer Rose LLP, Roland en banc en banc Troice On March 19, 2014, the plaintiffs in Troice On March 25, 2014, the parties in Troice Janvey, et al. v. Willis of Colorado, Inc., et al. Troice Janvey On September 16, 2014, the court (a) denied the plaintiffs’ request to defer resolution of the defendants’ motions to dismiss, but granted the plaintiffs’ request to enter a scheduling order; (b) requested the submission of supplemental briefing by all parties on the defendants’ motions to dismiss, which the parties submitted on September 30, 2014; and (c) entered an order setting a schedule for briefing and discovery regarding plaintiffs’ motion for class certification, which schedule, among other things, provided for the submission of the plaintiffs’ motion for class certification (following the completion of briefing and discovery) on April 20, 2015. On December 15, 2014, the court granted in part and denied in part the defendants’ motions to dismiss. On January 30, 2015, the defendants except Willis Group Holdings plc answered the Third Amended Class Action Complaint. On April 20, 2015, the plaintiffs filed their motion for class certification, the defendants filed their opposition to plaintiffs’ motion, and the plaintiffs filed their reply in further support of the motion. Pursuant to an agreed stipulation also filed with the court on April 20, 2015, the defendants on June 4, 2015 filed sur-replies in further opposition to the motion. The Court has not yet scheduled a hearing on the motion. On June 19, 2015, Willis Group Holdings plc filed a motion to dismiss the complaint for lack of personal jurisdiction. On November 17, 2015, Willis Group Holdings plc withdrew the motion. On March 31, 2016, the parties in the Troice Janvey • Ranni v. Willis of Colorado, Inc., et al., C.A. No. 9-22085, was filed on July 17, 2009 against Willis Group Holdings plc and Willis of Colorado, Inc. in the U.S. District Court for the Southern District of Florida. The complaint was filed on behalf of a putative class of Venezuelan and other South American Stanford investors and alleges claims under Section 10(b) of the Securities Exchange Act of 1934 (and Rule 10b-5 thereunder) and Florida statutory and common law and seeks damages in an amount to be determined at trial. On October 6, 2009, Ranni was transferred, for consolidation or coordination with other Stanford-related actions (including Troice ), to the Northern District of Texas by the U.S. Judicial Panel on Multidistrict Litigation (the ‘JPML’). The defendants have not yet responded to the complaint in Ranni . On August 26, 2014, the plaintiff filed a notice of voluntary dismissal of the action without prejudice. • Canabal, et al. v. Willis of Colorado, Inc., et al., C.A. No. 3:9-CV-1474-D, was filed on August 6, 2009 against Willis Group Holdings plc, Willis of Colorado, Inc. and the same Willis associate named as a defendant in Troice , among others, also in the Northern District of Texas. The complaint was filed individually and on behalf of a putative class of Venezuelan Stanford investors, alleged claims under Texas statutory and common law and sought damages in excess of $1 billion, punitive damages, attorneys’ fees and costs. On December 18, 2009, the parties in Troice and Canabal stipulated to the consolidation of those actions (under the Troice civil action number), and, on December 31, 2009, the plaintiffs in Canabal filed a notice of dismissal, dismissing the action without prejudice. • Rupert, et al. v. Winter, et al., Case No. 2009C115137, was filed on September 14, 2009 on behalf of 97 Stanford investors against Willis Group Holdings plc, Willis of Colorado, Inc. and the same Willis associate, among others, in Texas state court (Bexar County). The complaint alleges claims under the Securities Act of 1933, Texas and Colorado statutory law and Texas common law and seeks special, consequential and treble damages of more than $300 million, attorneys’ fees and costs. On October 20, 2009, certain defendants, including Willis of Colorado, Inc., (i) removed Rupert to the U.S. District Court for the Western District of Texas, (ii) notified the JPML of the pendency of this related action and (iii) moved to stay the action pending a determination by the JPML as to whether it should be transferred to the Northern District of Texas for consolidation or coordination with the other Stanford-related actions. On April 1, 2010, the JPML issued a final transfer order for the transfer of Rupert to the Northern District of Texas. On January 24, 2012, the court remanded Rupert to Texas state court (Bexar County), but stayed the action until further order of the court. On August 13, 2012, the plaintiffs filed a motion to lift the stay, which motion was denied by the court on September 16, 2014. On October 10, 2014, the plaintiffs appealed the court’s denial of their motion to lift the stay to the U.S. Court of Appeals for the Fifth Circuit. On January 5, 2015, the Fifth Circuit consolidated the appeal with the appeal in the Rishmague, et ano. v. Winter, et al. action discussed below, and the consolidated appeal, was fully briefed as of March 24, 2015. Oral argument on the consolidated appeal was held on September 2, 2015. On September 16, 2015, the Fifth Circuit affirmed. The defendants have not yet responded to the complaint in Rupert . • Casanova, et al. v. Willis of Colorado, Inc., et al., C.A. No. 3:10-CV-1862-O, was filed on September 16, 2010 on behalf of seven Stanford investors against Willis Group Holdings plc, Willis Limited, Willis of Colorado, Inc. and the same Willis associate, among others, also in the Northern District of Texas. The complaint alleges claims under Texas statutory and common law and seeks actual damages in excess of $5 million, punitive damages, attorneys’ fees and costs. On February 13, 2015, the parties filed an Agreed Motion for Partial Dismissal pursuant to which they agreed to the dismissal of certain claims pursuant to the motion to dismiss decisions in the Troice action discussed above and the Janvey action discussed below. Also on February 13, 2015, the defendants except Willis Group Holdings plc answered the complaint in the Casanova action. On June 19, 2015, Willis Group Holdings plc filed a motion to dismiss the complaint for lack of personal jurisdiction. Plaintiffs have not opposed the motion. • Rishmague, et ano. v. Winter, et al., Case No. 2011CI2585, was filed on March 11, 2011 on behalf of two Stanford investors, individually and as representatives of certain trusts, against Willis Group Holdings plc, Willis of Colorado, Inc., Willis of Texas, Inc. and the same Willis associate, among others, in Texas state court (Bexar County). The complaint alleges claims under Texas and Colorado statutory law and Texas common law and seeks special, consequential and treble damages of more than $37 million and attorneys’ fees and costs. On April 11, 2011, certain defendants, including Willis of Colorado, Inc., (i) removed Rishmague to the Western District of Texas, (ii) notified the JPML of the pendency of this related action and (iii) moved to stay the action pending a determination by the JPML as to whether it should be transferred to the Northern District of Texas for consolidation or coordination with the other Stanford-related actions. On August 8, 2011, the JPML issued a final transfer order for the transfer of Rishmague to the Northern District of Texas, where it is currently pending. On August 13, 2012, the plaintiffs joined with the plaintiffs in the Rupert action in their motion to lift the court’s stay of the Rupert action. On September 9, 2014, the court remanded Rishmague to Texas state court (Bexar County), but stayed the action until further order of the court and denied the plaintiffs’ motion to lift the stay. On October 10, 2014, the plaintiffs appealed the court’s denial of their motion to lift the stay to the Fifth Circuit. On January 5, 2015, the Fifth Circuit consolidated the appeal with the appeal in the Rupert action, and the consolidated appeal was fully briefed as of March 24, 2015. Oral argument on the consolidated appeal was held on September 2, 2015. On September 16, 2015, the Fifth Circuit affirmed. The defendants have not yet responded to the complaint in Rishmague . • MacArthur v. Winter, et al., Case No. 2013-07840, was filed on February 8, 2013 on behalf of two Stanford investors against Willis Group Holdings plc, Willis of Colorado, Inc., Willis of Texas, Inc. and the same Willis associate, among others, in Texas state court (Harris County). The complaint alleges claims under Texas and Colorado statutory law and Texas common law and seeks actual, special, consequential and treble damages of approximately $4 million and attorneys’ fees and costs. On March 29, 2013, Willis of Colorado, Inc. and Willis of Texas, Inc. (i) removed MacArthur to the U.S. District Court for the Southern District of Texas and (ii) notified the JPML of the pendency of this related action. On April 2, 2013, Willis of Colorado, Inc. and Willis of Texas, Inc. filed a motion in the Southern District of Texas to stay the action pending a determination by the JPML as to whether it should be transferred to the Northern District of Texas for consolidation or coordination with the other Stanford-related actions. Also on April 2, 2013, the court presiding over MacArthur in the Southern District of Texas transferred the action to the Northern District of Texas for consolidation or coordination with the other Stanford-related actions. On September 29, 2014, the parties stipulated to the remand (to Texas state court (Harris County)) and stay of MacArthur until further order of the court (in accordance with the court’s September 9, 2014 decision in Rishmague (discussed above)), which stipulation was ‘so ordered’ by the court on October 14, 2014. The defendants have not yet responded to the complaint in MacArthur . • Florida suits : On February 14, 2013, five lawsuits were filed against Willis Group Holdings plc, Willis Limited and Willis of Colorado, Inc. in Florida state court (Miami-Dade County), alleging violations of Florida common law. The five suits are: (1) Barbar, et al. v. Willis Group Holdings Public Limited Company, et al. , Case No. 13-05666CA27, filed on behalf of 35 Stanford investors seeking compensatory damages in excess of $30 million; (2) de Gadala-Maria, et al. v. Willis Group Holdings Public Limited Company, et al. , Case No. 13-05669CA30, filed on behalf of 64 Stanford investors seeking compensatory damages in excess of $83.5 million; (3) Ranni, et ano. v. Willis Group Holdings Public Limited Company, et al. , Case No. 13-05673CA06, filed on behalf of two Stanford investors seeking compensatory damages in excess of $3 million; (4) Tisminesky, et al. v. Willis Group Holdings Public Limited Company, et al. , Case No. 13-05676CA09, filed on behalf of 11 Stanford investors seeking compensatory damages in excess of $6.5 million; and (5) Zacarias, et al. v. Willis Group Holdings Public Limited Company, et al. , Case No. 13-05678CA11, filed on behalf of 10 Stanford investors seeking compensatory damages in excess of $12.5 million. On June 3, 2013, Willis of Colorado, Inc. removed all five cases to the Southern District of Florida and, on June 4, 2013, notified the JPML of the pendency of these related actions. On June 10, 2013, the court in Tisminesky issued an order sua sponte staying and administratively closing that action pending a determination by the JPML as to whether it should be transferred to the Northern District of Texas for consolidation and coordination with the other Stanford-related actions. On June 11, 2013, Willis of Colorado, Inc. moved to stay the other four actions pending the JPML’s transfer decision. On June 20, 2013, the JPML issued a conditional transfer order for the transfer of the five actions to the Northern District of Texas, the transmittal of which was stayed for seven days to allow for any opposition to be filed. On June 28, 2013, with no opposition having been filed, the JPML lifted the stay, enabling the transfer to go forward. On September 30, 2014, the court denied the plaintiffs’ motion to remand in Zacarias Tisminesky de Gadala Maria Barbar Ranni Barbar Ranni Barbar Ranni sua sponte Ranni Barbar On April 1, 2015, the defendants except Willis Group Holdings plc filed motions to dismiss the complaints in Zacarias Tisminesky de Gadala-Maria Zacarias Tisminesky de Gadala-Maria Zacarias Tisminesky de Gadala-Maria 21 days Zacarias Tisminesky de Gadala-Maria • Janvey, et al. v. Willis of Colorado, Inc., et al. , Case No. 3:13-CV-03980-D, was filed on October 1, 2013 also in the Northern District of Texas against Willis Group Holdings plc, Willis Limited, Willis North America Inc., Willis of Colorado, Inc. and the same Willis associate. The complaint was filed (i) by Ralph S. Janvey, in his capacity as Court-Appointed Receiver for the Stanford Receivership Estate, and the Official Stanford Investors Committee (the ‘OSIC’) against all defendants and (ii) on behalf of a putative, worldwide class of Stanford investors against Willis North America Inc. Plaintiffs Janvey and the OSIC allege claims under Texas common law and the court’s Amended Order Appointing Receiver, and the putative class plaintiffs allege claims under Texas statutory and common law. Plaintiffs seek actual damages in excess of $1 billion, punitive damages and costs. As alleged by the Stanford Receiver, the total amount of collective losses allegedly sustained by all investors in Stanford certificates of deposit is approximately $4.6 billion. On November 15, 2013, plaintiffs in Janvey As discussed above, on March 25, 2014, the parties in Troice Janvey Troice Janvey On January 26, 2015, the court entered an order setting a schedule for briefing and discovery regarding the plaintiffs’ motion for class certification, which schedule, among other things, provided for the submission of the plaintiffs’ motion for class certification (following the completion of briefing and discovery) on July 20, 2015. By letter dated March 4, 2015, the parties requested that the court consolidate the scheduling orders entered in Troice Janvey Troice Janvey Janvey On November 17, 2015, Willis Group Holdings plc withdrew its motion to dismiss for lack of personal jurisdiction. On March 31, 2016, the parties in the Troice Janvey • Martin v. Willis of Colorado, Inc., et al. , Case No. 201652115, was filed on August 5, 2016, on behalf of one Stanford investor against Willis Group Holdings plc, Willis Limited, Willis of Colorado, Inc. and the same Willis associate in Texas state court (Harris County). The complaint alleges claims under Texas statutory and common law and seeks actual damages of less than $100,000, exemplary damages, attorneys’ fees and costs. On September 12, 2016, the plaintiff filed an amended complaint, which added five more Stanford investors as plaintiffs and seeks damages in excess of $1 million. The defendants have not yet responded to the amended complaint in Martin . • Abel, et al. v. Willis of Colorado, Inc., et al ., C.A. No. 3:16-cv-2601, was filed on September 12, 2016, on behalf of more than 300 Stanford investors against Willis Group Holdings plc, Willis Limited, Willis of Colorado, Inc. and the same Willis associate, also in the Northern District of Texas. The complaint alleges claims under Texas statutory and common law and seeks actual damages in excess of $135 million, exemplary damages, attorneys’ fees and costs. On November 10, 2016, the plaintiffs filed an amended complaint, which, among other things, added several more Stanford investors as plaintiffs. The defendants have not yet responded to the complaint in Abel . The plaintiffs in Janvey Troice On March 31, 2016, the Company entered into a settlement in principle for $120 million relating to this litigation, and increased its provisions by $50 million during that quarter. Further details on this settlement in principle are given below. The settlement is contingent on a number of conditions, including court approval of the settlement and a bar order prohibiting any continued or future litigation against Willis related to Stanford, which may not be given. Therefore, the ultimate resolution of these matters may differ from the amount provided for. The Company continues to dispute the allegations and, to the extent litigation proceeds, to defend the lawsuits vigorously. Settlement . On March 31, 2016, the Company entered into a settlement in principle, as reflected in a Settlement Term Sheet, relating to the Stanford litigation matter. The Company agreed to the Settlement Term Sheet to eliminate the distraction, burden, expense and uncertainty of further litigation. In particular, the settlement and the related bar orders described below, if upheld through any appeals, would enable the Company (a newly-combined firm) to conduct itself with the bar orders’ protection from the continued overhang of matters alleged to have occurred approximately a decade ago. Further, the Settlement Term Sheet provided that the parties understood and agreed that there is no admission of liability or wrongdoing by the Company. The Company expressly denies any liability or wrongdoing with respect to the matters alleged in the Stanford litigation. On or about August 31, 2016, the parties to the settlement signed a formal Settlement Agreement memorializing the terms of the settlement as originally set forth in the Settlement Term Sheet. The parties to the Settlement Agreement are Ralph S. Janvey (in his capacity as the Court-appointed receiver (the ‘Receiver’) for The Stanford Financial Group and its affiliated entities in receivership (collectively, ‘Stanford’)), the Official Stanford Investors Committee, Samuel Troice, Martha Diaz, Paula Gilly-Flores, Punga Punga Financial, Ltd., Manuel Canabal, Daniel Gomez Ferreiro and Promotora Villa Marina, C.A. (collectively, ‘Plaintiffs’), on the one hand, and Willis Towers Watson Public Limited Company (formerly Willis Group Holdings Public Limited Company), Willis Limited, Willis North America Inc., Willis of Colorado, Inc. and the Willis associate referenced above (collectively, ‘Defendants’), on the other hand. Under the terms of the Settlement Agreement, the parties agreed to settle and dismiss the Janvey Troice The Settlement Agreement also provides the parties’ agreement to seek the Court’s entry of bar orders prohibiting any continued or future litigation against the Defendants and their related parties of claims relating to Stanford, whether asserted to date or not. The terms of the bar orders therefore would prohibit all Stanford-related litigation described above, and not just the Actions, but including any pending matters and any actions that may be brought in the future. Final Court approval of these bar orders is a condition of the settlement. On September 7, 2016, Plaintiffs filed with the Court a motion to approve the settlement. On October 19, 2016, the Court preliminarily approved the settlement. Several of the plaintiffs in the other actions above objected to the settlement, and a hearing to consider final approval of the settlement was held on January 20, 2017, after which the Court reserved decision. On August 23, 2017, the Court approved the settlement, including the bar orders. Several of the objectors appealed the settlement approval and bar orders to the Fifth Circuit. Oral argument on the appeals was heard on December 3, 2018, and, on July 22, 2019, the Fifth Circuit affirmed the approval of the settlement, including the bar orders. On August 5, 2019, certain of the plaintiff-appellants filed a petition for rehearing by the Fifth Circuit en banc The Company will not make the $120 million settlement payment until the settlement is |
Supplementary Information for C
Supplementary Information for Certain Balance Sheet Accounts | 9 Months Ended |
Sep. 30, 2019 | |
Organization Consolidation And Presentation Of Financial Statements [Abstract] | |
Supplementary Information for Certain Balance Sheet Accounts | Note 14 — Supplementary Information for Certain Balance Sheet Accounts Additional details of specific balance sheet accounts are detailed below. Prepaid and other current assets consist of the following: September 30, 2019 December 31, 2018 Prepayments and accrued income $ 152 $ 136 Deferred contract costs 70 102 Derivatives and investments 30 25 Deferred compensation plan assets 17 18 Retention incentives 14 5 Corporate income and other taxes 179 61 Restricted cash 7 — Acquired renewal commissions receivable 29 — Other current assets 89 57 Total prepaid and other current assets $ 587 $ 404 Other non-current assets consist of the following: September 30, 2019 December 31, 2018 Prepayments and accrued income $ 12 $ 14 Deferred contract costs 68 46 Deferred compensation plan assets 140 125 Deferred tax assets 68 59 Accounts receivable, net 20 20 Acquired renewal commissions receivable 130 — Other investments 20 7 Insurance recovery receivables 119 86 Other non-current assets 124 110 Total other non-current assets $ 701 $ 467 Deferred revenue and accrued expenses consist of the following: September 30, 2019 December 31, 2018 Accounts payable, accrued liabilities and deferred income $ 737 $ 691 Accrued discretionary and incentive compensation 560 758 Accrued vacation 162 111 Other employee-related liabilities 62 87 Total deferred revenue and accrued expenses $ 1,521 $ 1,647 Other current liabilities consist of the following: September 30, 2019 December 31, 2018 Accounts payable $ 145 $ 163 Income and other taxes payable 165 129 Contingent and deferred consideration on acquisitions 17 61 Payroll-related liabilities 193 210 Derivatives 17 13 Third party commissions 186 169 Other current liabilities 78 119 Total other current liabilities $ 801 $ 864 Provision for liabilities consists of the following: September 30, 2019 December 31, 2018 Claims, lawsuits and other proceedings $ 482 $ 455 Other provisions 73 85 Total provision for liabilities $ 555 $ 540 Other non-current liabilities consist of the following: September 30, 2019 December 31, 2018 Incentives from lessors $ — $ 120 Deferred compensation plan liability 139 125 Contingent and deferred consideration on acquisitions 29 22 Liabilities for uncertain tax positions 49 46 Finance leases 23 26 Other non-current liabilities 74 90 Total other non-current liabilities $ 314 $ 429 |
Accumulated Other Comprehensive
Accumulated Other Comprehensive Loss | 9 Months Ended |
Sep. 30, 2019 | |
Equity [Abstract] | |
Accumulated Other Comprehensive Loss | Note 15 — Accumulated Other Comprehensive Loss Changes in accumulated other comprehensive loss, net of non-controlling interests, and net of tax are provided in the following tables for the three and nine months ended September 30, 2019 and 2018. These tables exclude amounts attributable to non-controlling interests, which are not material for further disclosure. Foreign currency translation (i) Cash flow hedges (i) Defined pension and post-retirement benefit costs (ii) Total 2019 2018 2019 2018 2019 2018 2019 2018 Quarter-to-date activity: Balance at June 30, 2019 and 2018, respectively $ (626 ) $ (506 ) $ (4 ) $ (5 ) $ (1,363 ) $ (1,094 ) $ (1,993 ) $ (1,605 ) Other comprehensive (loss)/income before reclassifications (120 ) (44 ) (5 ) (4 ) 1 12 (124 ) (36 ) Loss reclassified from accumulated other comprehensive loss (net of income tax benefit of $2 and $9, respectively) — — 2 5 2 9 4 14 Net current-period other comprehensive (loss)/income (120 ) (44 ) (3 ) 1 3 21 (120 ) (22 ) Balance at September 30, 2019 and 2018, respectively $ (746 ) $ (550 ) $ (7 ) $ (4 ) $ (1,360 ) $ (1,073 ) $ (2,113 ) $ (1,627 ) Year-to-date activity: Balance at December 31, 2018 and 2017, respectively $ (616 ) $ (365 ) $ (8 ) $ (10 ) $ (1,337 ) $ (1,138 ) $ (1,961 ) $ (1,513 ) Other comprehensive (loss)/income before reclassifications (130 ) (185 ) (6 ) (15 ) 5 46 (131 ) (154 ) Loss reclassified from accumulated other comprehensive loss (net of income tax benefit of $9 and $21, respectively) — — 7 21 8 19 15 40 Reclassification of tax effects per ASU 2018-02 (iii) — — — — (36 ) — (36 ) — Net current-period other comprehensive (loss)/income (130 ) (185 ) 1 6 (23 ) 65 (152 ) (114 ) Balance at September 30, 2019 and 2018, respectively $ (746 ) $ (550 ) $ (7 ) $ (4 ) $ (1,360 ) $ (1,073 ) $ (2,113 ) $ (1,627 ) (i) Reclassification adjustments from accumulated other comprehensive loss related to foreign currency translation and cash flow hedges are included in Revenue, Salaries and benefits, and Other income, net in the accompanying condensed consolidated statements of comprehensive income. See Note 8 — Derivative Financial Instruments for additional details regarding the reclassification adjustments for the hedge settlements. (ii) Reclassification adjustments from accumulated other comprehensive loss are included in the computation of net periodic pension cost (see Note 11 — Retirement Benefits). These components are included in Other income, net in the accompanying condensed consolidated statements of comprehensive income. (iii) On January 1, 2019, in accordance with ASU 2018-02, we reclassified to Retained earnings $36 million of defined pension and postretirement costs, representing the ‘stranded’ tax effect of the change in the U.S. federal corporate tax rate resulting from U.S. Tax Reform. See Note 2 — |
Earnings Per Share
Earnings Per Share | 9 Months Ended |
Sep. 30, 2019 | |
Earnings Per Share [Abstract] | |
Earnings Per Share | Note 16 — Earnings Per Share Basic and diluted earnings per share are calculated by dividing net income attributable to Willis Towers Watson by the average number of ordinary shares outstanding during each period. The computation of diluted earnings per share reflects the potential dilution that could occur if dilutive securities and other contracts to issue shares were exercised or converted into shares or resulted in the issuance of shares that then shared in the net income of the Company. At September 30, 2019 and 2018, there were 0.3 million and 0.5 million time-based share options; 0.3 million and 0.6 million performance-based options; 0.6 million and 0.8 million restricted performance-based stock units; and 0.5 million and 0.3 million performance-based phantom units outstanding, respectively. The Company’s restricted time-based stock units were immaterial at September 30, 2019; there were 0.1 million restricted time-based stock units outstanding at September 30, 2018. Basic and diluted earnings per share are as follows: Three Months Ended September 30, Nine Months Ended September 30, 2019 2018 2019 2018 Net income attributable to Willis Towers Watson $ 75 $ 44 $ 500 $ 317 Basic average number of shares outstanding 130 131 130 132 Dilutive effect of potentially issuable shares — 1 — — Diluted average number of shares outstanding 130 132 130 132 Basic earnings per share $ 0.58 $ 0.34 $ 3.86 $ 2.40 Dilutive effect of potentially issuable shares — (0.01 ) (0.02 ) (0.01 ) Diluted earnings per share $ 0.58 $ 0.33 $ 3.84 $ 2.39 There were no anti-dilutive options or restricted stock units for the three and nine months ended September 30, 2019. For the three and nine months ended September 30, 2018, 0.3 million and 0.2 million restricted stock units, respectively, were not included in the computation of the dilutive effect of potentially issuable shares because their effect was anti-dilutive. |
Financial Information for Issue
Financial Information for Issuers and Other Guarantor Subsidiaries | 9 Months Ended |
Sep. 30, 2019 | |
Condensed Financial Information Of Parent Company Only Disclosure [Abstract] | |
Financial Information for Issuers and Other Guarantor Subsidiaries | Note 17 — Financial Information for Issuers and Other Guarantor Subsidiaries As of September 30, 2019 Willis Towers Watson has issued the following debt securities (‘WTW Debt Securities’): a) Willis Towers Watson plc (the parent company) has $500 million senior notes outstanding, which were issued on March 17, 2011; b) Willis North America Inc. (‘Willis North America’) has approximately $2.7 billion senior notes outstanding, of which $650 million were issued on May 16, 2017, $1.0 billion were issued on September 10, 2018, and $1.0 billion were issued on September 10, 2019; and c) Trinity Acquisition plc has approximately $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 and €540 million ($609 million) were issued on May 26, 2016, $267 million currently outstanding under a one-year unsecured term loan, and $90 million currently outstanding on a consolidated basis under the $1.25 billion revolving credit facility issued on March 7, 2017. The notes issued by the Company are guaranteed by the following additional wholly owned subsidiaries on a joint and several basis: Willis Netherlands Holdings B.V., Willis Investment UK Holdings Limited, TA I Limited, Trinity Acquisition plc, Willis Group Limited, Willis North America, Willis Towers Watson Sub Holdings Unlimited Company and Willis Towers Watson UK Holdings Limited. As a result of an internal tax reorganization , , The notes issued by Willis North America are guaranteed on a joint and several basis by the Company and each of the subsidiaries that guarantees the Company notes, except for Willis North America itself. The notes issued by Trinity Acquisition plc are guaranteed on a joint and several basis by the Company and each of the subsidiaries that guarantees the Company notes, except for Trinity Acquisition plc itself. For the purposes of this footnote, the companies that guarantee the Company notes, the Willis North America notes and the Trinity Acquisition plc notes, other than Willis North America and Trinity Acquisition plc, are referred to as the ‘other guarantors.’ All intercompany receivables/payables have been presented in the condensed consolidating financial statements as non-current on a net presentation basis, rather than a gross basis, as this better reflects the nature of the intercompany positions and presents the funding or funded position that is due or owed. The equity method has been used for investments in subsidiaries in the condensed consolidating balance sheets of Willis Towers Watson plc, Willis North America, Trinity Acquisition plc and the other guarantors. Presented below is condensed financial information for: (i) Willis Towers Watson plc, which is both an issuer and guarantor, on a parent company only basis; (ii) Willis North America, which is both an issuer and guarantor, on a company only basis; (iii) Trinity Acquisition plc, which is both an issuer and guarantor, on a company only basis; (iv) Other guarantors, which are all wholly owned direct or indirect subsidiaries of the parent, on a combined basis; (v) Non-guarantors, which are all wholly owned direct or indirect subsidiaries of the parent, on a combined basis; (vi) Eliminations, which are consolidating adjustments on a combined basis; and (vii) The consolidated Company. Unaudited Condensed Consolidating Statement of Comprehensive Income Three months ended September 30, 2019 Willis Towers Watson plc Willis North America Trinity Acquisition plc Other guarantors Non-guarantors Eliminations Consolidated Revenue $ — $ 11 $ — $ — $ 1,978 $ — $ 1,989 Costs of providing services Salaries and benefits — 10 — — 1,273 — 1,283 Other operating expenses — 6 — 27 384 — 417 Depreciation — — — 1 57 — 58 Amortization — — — 1 118 (1 ) 118 Transaction and integration expenses — 7 — — (1 ) — 6 Total costs of providing services — 23 — 29 1,831 (1 ) 1,882 (Loss)/income from operations — (12 ) — (29 ) 147 1 107 Intercompany (expense)/income — (38 ) 39 74 (75 ) — — Interest expense (7 ) (25 ) (26 ) — (4 ) — (62 ) Other income, net — — 1 — 54 — 55 (LOSS)/INCOME FROM OPERATIONS BEFORE INCOME TAXES (7 ) (75 ) 14 45 122 1 100 Benefit from/(provision for) income taxes — 16 (2 ) (12 ) (22 ) — (20 ) Equity account for subsidiaries 82 21 (2 ) 51 — (152 ) — NET INCOME/(LOSS) 75 (38 ) 10 84 100 (151 ) 80 Income attributable to non-controlling interests — — — — (5 ) — (5 ) NET INCOME/(LOSS) ATTRIBUTABLE TO WILLIS TOWERS WATSON $ 75 $ (38 ) $ 10 $ 84 $ 95 $ (151 ) $ 75 Comprehensive loss before non- controlling interests $ (45 ) $ (74 ) $ (87 ) $ (35 ) $ (23 ) $ 222 $ (42 ) Comprehensive income attributable to non- controlling interests — — — — (3 ) — (3 ) Comprehensive loss attributable to Willis Towers Watson $ (45 ) $ (74 ) $ (87 ) $ (35 ) $ (26 ) $ 222 $ (45 ) Unaudited Condensed Consolidating Statement of Comprehensive Income Three months ended September 30, 2018 Willis Towers Watson plc Willis North America Trinity Acquisition plc Other guarantors Non-guarantors Eliminations Consolidated Revenue $ — $ 7 $ — $ 1 $ 1,851 $ — $ 1,859 Costs of providing services Salaries and benefits 1 15 — 1 1,221 — 1,238 Other operating expenses 1 7 — 34 332 — 374 Depreciation — — — 1 52 — 53 Amortization — — — 1 128 (2 ) 127 Transaction and integration expenses — (1 ) — — 51 — 50 Total costs of providing services 2 21 — 37 1,784 (2 ) 1,842 (Loss)/income from operations (2 ) (14 ) — (36 ) 67 2 17 Intercompany income/(expense) — 4 33 58 (95 ) — — Interest expense (7 ) (13 ) (28 ) — (3 ) — (51 ) Other income, net — — — — 70 — 70 (LOSS)/INCOME FROM OPERATIONS BEFORE INCOME TAXES (9 ) (23 ) 5 22 39 2 36 Benefit from/(provision for) income taxes — 16 (1 ) (5 ) — — 10 Equity account for subsidiaries 53 (8 ) (22 ) 33 — (56 ) — NET INCOME/(LOSS) 44 (15 ) (18 ) 50 39 (54 ) 46 Income attributable to non-controlling interests — — — — (2 ) — (2 ) NET INCOME/(LOSS) ATTRIBUTABLE TO WILLIS TOWERS WATSON $ 44 $ (15 ) $ (18 ) $ 50 $ 37 $ (54 ) $ 44 Comprehensive income/(loss) before non- controlling interests $ 22 $ (18 ) $ (41 ) $ 29 $ 22 $ 10 $ 24 Comprehensive income attributable to non- controlling interests — — — — (2 ) — (2 ) Comprehensive income/(loss) attributable to Willis Towers Watson $ 22 $ (18 ) $ (41 ) $ 29 $ 20 $ 10 $ 22 Unaudited Condensed Consolidating Statement of Comprehensive Income Nine months ended September 30, 2019 Willis Towers Watson plc Willis North America Trinity Acquisition plc Other guarantors Non-guarantors Eliminations Consolidated Revenue $ — $ 36 $ — $ — $ 6,313 $ — $ 6,349 Costs of providing services Salaries and benefits 2 43 — — 3,864 — 3,909 Other operating expenses 2 22 — 86 1,137 — 1,247 Depreciation — — — 2 169 — 171 Amortization — — — 2 368 (2 ) 368 Transaction and integration expenses — 9 — — 3 — 12 Total costs of providing services 4 74 — 90 5,541 (2 ) 5,707 (Loss)/income from operations (4 ) (38 ) — (90 ) 772 2 642 Intercompany (expense)/income — (61 ) 88 199 (226 ) — — Interest expense (22 ) (69 ) (72 ) — (9 ) — (172 ) Other income, net — — 1 — 176 — 177 (LOSS)/INCOME FROM OPERATIONS BEFORE INCOME TAXES (26 ) (168 ) 17 109 713 2 647 Benefit from/(provision for) income taxes — 35 (3 ) (26 ) (131 ) — (125 ) Equity account for subsidiaries 526 132 289 431 — (1,378 ) — NET INCOME/(LOSS) 500 (1 ) 303 514 582 (1,376 ) 522 Income attributable to non-controlling interests — — — — (22 ) — (22 ) NET INCOME/(LOSS) ATTRIBUTABLE TO WILLIS TOWERS WATSON $ 500 $ (1 ) $ 303 $ 514 $ 560 $ (1,376 ) $ 500 Comprehensive income/(loss) before non- controlling interests $ 384 $ (32 ) $ 210 $ 400 $ 452 $ (1,009 ) $ 405 Comprehensive income attributable to non- controlling interests — — — — (21 ) — (21 ) Comprehensive income/(loss) attributable to Willis Towers Watson $ 384 $ (32 ) $ 210 $ 400 $ 431 $ (1,009 ) $ 384 Unaudited Condensed Consolidating Statement of Comprehensive Income Nine months ended September 30, 2018 Willis Towers Watson plc Willis North America Trinity Acquisition plc Other guarantors Non-guarantors Eliminations Consolidated Revenue $ — $ 14 $ — $ — $ 6,127 $ — $ 6,141 Costs of providing services Salaries and benefits 2 51 — — 3,837 — 3,890 Other operating expenses 3 32 — 128 1,040 — 1,203 Depreciation — — — 3 150 — 153 Amortization — — — 2 408 (2 ) 408 Transaction and integration expenses — 4 — 1 143 — 148 Total costs of providing services 5 87 — 134 5,578 (2 ) 5,802 (Loss)/income from operations (5 ) (73 ) — (134 ) 549 2 339 Intercompany (expense)/income — (10 ) 93 247 (330 ) — — Interest expense (22 ) (35 ) (82 ) — (15 ) — (154 ) Other income, net — — — 2 187 — 189 (LOSS)/INCOME FROM OPERATIONS BEFORE INCOME TAXES (27 ) (118 ) 11 115 391 2 374 Benefit from/(provision for) income taxes — 29 (2 ) (21 ) (48 ) — (42 ) Equity account for subsidiaries 344 (50 ) 112 240 — (646 ) — NET INCOME/(LOSS) 317 (139 ) 121 334 343 (644 ) 332 Income attributable to non-controlling interests — — — — (15 ) — (15 ) NET INCOME/(LOSS) ATTRIBUTABLE TO WILLIS TOWERS WATSON $ 317 $ (139 ) $ 121 $ 334 $ 328 $ (644 ) $ 317 Comprehensive income/(loss) before non- controlling interests $ 203 $ (193 ) $ 7 $ 220 $ 223 $ (242 ) $ 218 Comprehensive income attributable to non- controlling interests — — — — (15 ) — (15 ) Comprehensive income/(loss) attributable to Willis Towers Watson $ 203 $ (193 ) $ 7 $ 220 $ 208 $ (242 ) $ 203 Unaudited Condensed Consolidating Balance Sheet As of September 30, 2019 Willis Towers Watson plc Willis North America Trinity Acquisition plc Other guarantors Non-guarantors Eliminations Consolidated ASSETS Cash and cash equivalents $ — $ — $ — $ — $ 867 $ — $ 867 Fiduciary assets — — — — 13,779 — 13,779 Accounts receivable, net — 27 — — 2,139 1 2,167 Prepaid and other current assets — 378 — 10 426 (227 ) 587 Total current assets — 405 — 10 17,211 (226 ) 17,400 Intercompany receivables, net 4,622 — 1,462 — — (6,084 ) — Fixed assets, net — — — 17 946 — 963 Goodwill — — — — 11,187 — 11,187 Other intangible assets, net — — — 56 3,561 (56 ) 3,561 Right-of-use assets — — — — 959 — 959 Pension benefits assets — — — — 932 — 932 Other non-current assets — 139 2 47 630 (117 ) 701 Total non-current assets 4,622 139 1,464 120 18,215 (6,257 ) 18,303 Investments in subsidiaries 5,860 8,117 2,695 7,334 — (24,006 ) — TOTAL ASSETS $ 10,482 $ 8,661 $ 4,159 $ 7,464 $ 35,426 $ (30,489 ) $ 35,703 LIABILITIES AND EQUITY Fiduciary liabilities $ — $ — $ — $ — $ 13,779 $ — $ 13,779 Deferred revenue and accrued expenses — 3 — 2 1,516 — 1,521 Current debt — 196 267 — 21 — 484 Current lease liabilities — — — — 151 — 151 Other current liabilities 97 28 16 17 822 (179 ) 801 Total current liabilities 97 227 283 19 16,289 (179 ) 16,736 Intercompany payables, net — 1,017 — 4,184 883 (6,084 ) — Long-term debt 498 2,714 2,099 — 70 — 5,381 Liability for pension benefits — — — — 1,039 — 1,039 Deferred tax liabilities — — — — 807 (117 ) 690 Provision for liabilities — 120 — — 435 — 555 Long-term lease liabilities — — — — 957 — 957 Other non-current liabilities — 18 — 5 291 — 314 Total non-current liabilities 498 3,869 2,099 4,189 4,482 (6,201 ) 8,936 TOTAL LIABILITIES 595 4,096 2,382 4,208 20,771 (6,380 ) 25,672 REDEEMABLE NON-CONTROLLING INTEREST — — — — 30 — 30 EQUITY Total Willis Towers Watson shareholders’ equity 9,887 4,565 1,777 3,256 14,511 (24,109 ) 9,887 Non-controlling interests — — — — 114 — 114 Total equity 9,887 4,565 1,777 3,256 14,625 (24,109 ) 10,001 TOTAL LIABILITIES AND EQUITY $ 10,482 $ 8,661 $ 4,159 $ 7,464 $ 35,426 $ (30,489 ) $ 35,703 Unaudited Condensed Consolidating Balance Sheet As of December 31, 2018 Willis Towers Watson plc Willis North America Trinity Acquisition plc Other guarantors Non-guarantors Eliminations Consolidated ASSETS Cash and cash equivalents $ — $ — $ — $ — $ 1,033 $ — $ 1,033 Fiduciary assets — — — — 12,604 — 12,604 Accounts receivable, net — 24 — — 2,355 — 2,379 Prepaid and other current assets — 311 1 33 357 (298 ) 404 Total current assets — 335 1 33 16,349 (298 ) 16,420 Intercompany receivables, net 4,755 — 1,355 — — (6,110 ) — Fixed assets, net — — — 16 926 — 942 Goodwill — — — — 10,465 — 10,465 Other intangible assets, net — — — 58 3,318 (58 ) 3,318 Pension benefits assets — — — — 773 — 773 Other non-current assets — 92 2 49 452 (128 ) 467 Total non-current assets 4,755 92 1,357 123 15,934 (6,296 ) 15,965 Investments in subsidiaries 5,691 6,649 2,677 8,108 — (23,125 ) — TOTAL ASSETS $ 10,446 $ 7,076 $ 4,035 $ 8,264 $ 32,283 $ (29,719 ) $ 32,385 LIABILITIES AND EQUITY Fiduciary liabilities $ — $ — $ — $ — $ 12,604 $ — $ 12,604 Deferred revenue and accrued expenses 1 2 — 3 1,641 — 1,647 Current debt — 186 — — — — 186 Other current liabilities 95 38 33 13 935 (250 ) 864 Total current liabilities 96 226 33 16 15,180 (250 ) 15,301 Intercompany payables, net — 902 — 4,691 517 (6,110 ) — Long-term debt 498 1,635 2,256 — — — 4,389 Liability for pension benefits — — — — 1,170 — 1,170 Deferred tax liabilities — — — — 688 (129 ) 559 Provision for liabilities — 120 — — 420 — 540 Other non-current liabilities — 13 — 5 411 — 429 Total non-current liabilities 498 2,670 2,256 4,696 3,206 (6,239 ) 7,087 TOTAL LIABILITIES 594 2,896 2,289 4,712 18,386 (6,489 ) 22,388 REDEEMABLE NON-CONTROLLING INTEREST — — — — 26 — 26 EQUITY Total Willis Towers Watson shareholders’ equity 9,852 4,180 1,746 3,552 13,752 (23,230 ) 9,852 Non-controlling interests — — — — 119 — 119 Total equity 9,852 4,180 1,746 3,552 13,871 (23,230 ) 9,971 TOTAL LIABILITIES AND EQUITY $ 10,446 $ 7,076 $ 4,035 $ 8,264 $ 32,283 $ (29,719 ) $ 32,385 Unaudited Condensed Consolidating Statement of Cash Flows Nine months ended September 30, 2019 Willis Towers Watson plc Willis North America Trinity Acquisition plc Other guarantors Non-guarantors Eliminations Consolidated NET CASH FROM/(USED IN) OPERATING ACTIVITIES $ 232 $ (76 ) $ (114 ) $ 369 $ 209 $ — $ 620 CASH FLOWS FROM/(USED IN) INVESTING ACTIVITIES Additions to fixed assets and software for internal use — — — (2 ) (173 ) — (175 ) Capitalized software costs — — — — (43 ) — (43 ) Acquisitions of operations, net of cash acquired — (1,312 ) — — (12 ) — (1,324 ) Net proceeds from sale of operations — — — — 17 — 17 Other, net — — — — (6 ) — (6 ) Proceeds from/(repayments of) intercompany investing activities, net 129 137 (809 ) 230 306 7 — Net cash from/(used in) investing activities $ 129 $ (1,175 ) $ (809 ) $ 228 $ 89 $ 7 $ (1,531 ) CASH FLOWS (USED IN)/FROM FINANCING ACTIVITIES Net borrowings/(payments) on revolving credit facility — 90 (131 ) — — — (41 ) Senior notes issued — 997 — — — — 997 Proceeds from issuance of other debt — 600 500 — — — 1,100 Debt issuance costs — (13 ) — — — — (13 ) Repayments of debt — (587 ) (234 ) — (4 ) — (825 ) Repurchase of shares (147 ) — — — — — (147 ) Proceeds from issuance of shares 31 — — — — — 31 Payments of deferred and contingent consideration related to acquisitions — — — — (47 ) — (47 ) Cash paid for employee taxes on withholding shares — — — — (14 ) — (14 ) Dividends paid (245 ) — — — — — (245 ) Acquisitions of and dividends paid to non- controlling interests — — — — (22 ) — (22 ) Proceeds from/(repayments of) intercompany financing activities, net — 164 788 (597 ) (348 ) (7 ) — Net cash (used in)/from financing activities $ (361 ) $ 1,251 $ 923 $ (597 ) $ (435 ) $ (7 ) $ 774 DECREASE IN CASH, CASH EQUIVALENTS AND RESTRICTED CASH — — — — (137 ) — (137 ) Effect of exchange rate changes on cash, cash equivalents and restricted cash — — — — (22 ) — (22 ) CASH AND CASH EQUIVALENTS, BEGINNING OF PERIOD (i) — — — — 1,033 — 1,033 CASH, CASH EQUIVALENTS AND RESTRICTED CASH, END OF PERIOD (i) $ — $ — $ — $ — $ 874 $ — $ 874 (i) As a result of the acquired TRANZACT collateralized facility (see Note 9 — Unaudited Condensed Consolidating Statement of Cash Flows Nine months ended September 30, 2018 Willis Towers Watson plc Willis North America Trinity Acquisition plc Other guarantors Non-guarantors Eliminations Consolidated NET CASH FROM/(USED IN) OPERATING ACTIVITIES $ 637 $ (42 ) $ 428 $ (37 ) $ 382 $ (652 ) $ 716 CASH FLOWS (USED IN)/FROM INVESTING ACTIVITIES Additions to fixed assets and software for internal use — — — (3 ) (206 ) — (209 ) Capitalized software costs — — — — (41 ) — (41 ) Acquisitions of operations, net of cash acquired — — — — (8 ) — (8 ) Net proceeds from sale of operations — — — — 4 — 4 Other, net — — — — 14 — 14 (Repayments of)/proceeds from intercompany investing activities, net (30 ) 2 (42 ) 101 (276 ) 245 — Net cash (used in)/from investing activities $ (30 ) $ 2 $ (42 ) $ 98 $ (513 ) $ 245 $ (240 ) CASH FLOWS (USED IN)/FROM FINANCING ACTIVITIES Net payments on revolving credit facility — (143 ) (511 ) — — — (654 ) Senior notes issued — 998 — — — — 998 Debt issuance costs — (8 ) — — — — (8 ) Repayments of debt — — — — (170 ) — (170 ) Repurchase of shares (401 ) — — — — — (401 ) Proceeds from issuance of shares 21 — — — — — 21 Payments of deferred and contingent consideration related to acquisitions — — — — (50 ) — (50 ) Cash paid for employee taxes on withholding shares — — — — (30 ) — (30 ) Dividends paid (228 ) — (332 ) (151 ) (169 ) 652 (228 ) Acquisitions of and dividends paid to non- controlling interests — — — — (20 ) — (20 ) (Repayments of)/proceeds from intercompany financing activities, net (1 ) (807 ) 457 89 507 (245 ) — Net cash (used in)/from financing activities $ (609 ) $ 40 $ (386 ) $ (62 ) $ 68 $ 407 $ (542 ) DECREASE IN CASH AND CASH EQUIVALENTS (2 ) — — (1 ) (63 ) — (66 ) Effect of exchange rate changes on cash and cash equivalents — — — — (33 ) — (33 ) CASH AND CASH EQUIVALENTS, BEGINNING OF PERIOD 2 — — 1 1,027 — 1,030 CASH AND CASH EQUIVALENTS, END OF PERIOD $ — $ — $ — $ — $ 931 $ — $ 931 |
Basis of Presentation and Rec_2
Basis of Presentation and Recent Accounting Pronouncements (Policies) | 9 Months Ended |
Sep. 30, 2019 | |
Accounting Policies [Abstract] | |
Basis of Presentation | Basis of Presentation The accompanying unaudited quarterly condensed consolidated financial statements of Willis Towers Watson and our subsidiaries are presented in accordance with the rules and regulations of the SEC for quarterly reports on Form 10-Q and therefore do not include all of the information and footnotes required by U.S. GAAP. In the opinion of management, these condensed consolidated financial statements reflect all adjustments, consisting of normal recurring adjustments, which are necessary for a fair presentation of the condensed consolidated financial statements and results for the interim periods. The condensed consolidated financial statements include the results of operations of TRANZACT for the period from the date of acquisition through September 30, 2019 (see Note 3 — Acquisitions for further information). The results of operations for the three and nine months ended September 30, 2019 are not necessarily indicative of the results that can be expected for the entire year. The Company experiences seasonal fluctuations of its revenue. Revenue is typically higher during the Company’s first and fourth quarters due primarily to the timing of broking-related activities. The results reflect certain estimates and assumptions made by management, including those estimates used in calculating acquisition consideration and fair value of tangible and intangible assets and liabilities, professional liability claims, estimated bonuses, valuation of billed and unbilled receivables, and anticipated tax liabilities that affect the amounts reported in the condensed consolidated financial statements and related notes. |
Recent Accounting Pronouncements | Recent Accounting Pronouncements Not Yet Adopted In January 2017, the FASB issued ASU No. 2017-04, Simplifying the Test for Goodwill Impairment In August 2018, the FASB issued two ASU’s as part of its disclosure framework project. The focus of this project is to improve the effectiveness of disclosures in the notes to the financial statements by facilitating clear communication of the information required by U.S. GAAP that is most important to users of an entity’s financial statements. Both of these ASU’s remove certain disclosure requirements and add or modify other requirements. The two ASU’s are as follows: • ASU No. 2018-13, Disclosure Framework—Changes to the Disclosure Requirements for Fair Value Measurement – • ASU No. 2018-14, Disclosure Framework—Changes to the Disclosure Requirements for Defined Benefit Plans In June 2016, the FASB issued ASU 2016-13, Financial Instruments—Credit Losses: Measurement of Credit Losses on Financial Instruments, Adopted In February 2016, the FASB issued ASU No. 2016-02, Leases Leases In August 2017, the FASB issued ASU No. 2017-12, Derivatives and Hedging: Targeted Improvements to Accounting for Hedging Activities In February 2018, the FASB issued ASU No. 2018-02, Income Statement - Reporting Comprehensive Income: Reclassification of Certain Tax Effects from Accumulated Other Comprehensive Income , Reform. The amendments within this ASU also require certain disclosures about stranded tax effects. The ASU became effective for, and was adopted by, the Company on January 1, 2019, at which time it recorded a reclassification between AOCL and retained earnings of $ 36 million. The reclassification of $ 36 million from AOCL includes the effect of the change in the U.S. federal corporate tax rate, however it does not include other income tax effects of U.S. Tax Reform. The stranded tax effect primarily relates to defined pension and post-retirement benefits . The Company’s policy is to use the portfolio approach for releasing disproportionate income tax effects from AOCL. |
Leases | Leases As an advisory, broking and solutions company providing services to clients in more than 140 countries, we enter into lease agreements from time to time, primarily for the use of real estate for our office space. We determine if an arrangement is a lease at the inception of the contract, and the nature of our operations is such that it is generally clear whether an arrangement contains a lease and what underlying asset is being leased. The majority of the leases into which we enter are operating leases. Upon entering into leases, we obtain the right to control the use of an identified space for a lease term and recognize these right-of-use (‘ROU’) assets on our condensed consolidated balance sheets with corresponding lease liabilities reflecting our obligation to make the related lease payments. ROU assets are amortized over the term of the lease. Our real estate leases are generally long-term in nature, with terms that typically range from 5 to 15 years. Our most significant lease supports our London market operations with a lease term through 2032. Our real estate leases often contain options to renew the lease, either through exercise of the option or through automatic renewal. Additionally, certain leases have options to cancel the lease with appropriate notice to the landlord prior to the end of the stated lease term. As we enter into new leases after the adoption of ASC 842, we will consider these options as we assess lease terms in our recognized ROU assets and lease liabilities. If we are reasonably certain to exercise an option to renew a lease, we include this period in our lease term. To the extent that we have the option to cancel a lease, we recognize our ROU assets and lease liabilities using the term that would result from using this earlier date. If a significant penalty is required to cancel the lease at an earlier date, we assess our lease term as ending at the point when no significant penalty would be due. In addition to payments for previously-agreed base rent, many of our lease agreements are subject to variable and unknown future payments, typically in the form of common area maintenance charges (a non-lease component as defined by ASC 842) or real estate taxes. These variable payments are excluded from our lease liabilities and ROU assets, and instead are recognized as lease expense within other operating expenses on the condensed consolidated statement of comprehensive income as the amounts are incurred. To the extent that we have agreed to fixed charges for common area maintenance or other non-lease components, or our base rent increases by an index or rate (most commonly an inflation rate), these amounts are included in the measurement of our lease liabilities and ROU assets. We have elected the practical expedient under ASC 842 which allows the lease and non-lease components to be combined in our measurement of lease liabilities and ROU assets. From time to time we may enter into subleases if we are unable to cancel or fully occupy a space and are able to find an appropriate subtenant. However, entering subleases is not a primary objective of our business operations and these arrangements represent an immaterial amount of cash flows. Because the discount rates implicit in our leases are generally not readily determinable, we are required to use judgment in the determination of the incremental borrowing rates to calculate the present values of our future lease payments. Since the majority of our debt is publicly-traded, our real estate function is centralized, and our treasury function is centralized and generally prohibits our subsidiaries from borrowing externally, we have determined it appropriate to use the Company’s consolidated unsecured borrowing rate, and adjust for collateralization in accordance with ASC 842. Using the resulting interest rate curves from publicly-traded debt at this collateralized borrowing rate, we select the interest rate at lease inception by reference to the lease term and lease currency. Over 90% of our leases are denominated in U.S. dollars, Pounds sterling or Euros. Our leases generally do not subject us to restrictive covenants and contain no residual value guarantees. |
Revenue Recognition | Revenue Recognition In our direct-to-consumer Medicare broking offering, we have contractual arrangements with, and act as an agent on behalf of, insurance carriers that provide compensation in return for issued policies. Once an application is submitted to a carrier, our obligation is complete, and we have no ongoing fulfilment obligations. We receive compensation from carriers in the form of commissions, administrative fees and marketing fees in the first year, and depending on the type of policy issued, we may receive renewal commissions for up to 25 years, provided the policies are renewed for such periods of time. Because our obligation to the carrier is complete upon application submission to the carrier, we recognize revenue at that date, which includes both compensation due to us in the first year as well as an estimate of the total renewal commissions that will be received over the lifetime of the policy. This variable consideration estimate requires significant judgment, and will vary based on product type, estimated commission rates, the expected lives of the respective policies and other factors. The Company has applied an actuarial model to account for these uncertainties, which is updated periodically based on actual experience. Actual results will differ from these estimates, and in accordance with ASC 606, Revenue From Contracts With Customers The timing of renewal commission payments is reflective of regulatory restrictions and insurance carriers’ protection for cancellations and varies based on policy holder decisions that are outside of the control of both the Company and the insurance carriers. As such, the estimate of these renewal commissions receivable has not been discounted to reflect a significant financing component. |
Basis of Presentation, Signific
Basis of Presentation, Significant Accounting Policies and Recent Accounting Pronouncements (Policies) | 9 Months Ended |
Sep. 30, 2019 | |
Accounting Policies [Abstract] | |
Fair Value of Financial Instruments | The Company has categorized its assets and liabilities that are measured at fair value on a recurring and non-recurring basis into a three-level fair value hierarchy, based on the reliability of the inputs used to determine fair value as follows: • Level 1: refers to fair values determined based on quoted market prices in active markets for identical assets; • Level 2: refers to fair values estimated using observable market-based inputs or unobservable inputs that are corroborated by market data; and • Level 3: includes fair values estimated using unobservable inputs that are not corroborated by market data. The following methods and assumptions were used by the Company in estimating its fair value disclosure for financial instruments: • Available-for-sale securities are classified as Level 1 because we use quoted market prices in determining the fair value of these securities. • Market values for our derivative instruments have been used to determine the fair value of forward foreign exchange contracts based on estimated amounts the Company would receive or have to pay to terminate the agreements, taking into account observable information about the current foreign currency forward rates. Such financial instruments are classified as Level 2 in the fair value hierarchy. • Contingent consideration payable is classified as Level 3, and we estimate fair value based on the likelihood and timing of achieving the relevant milestones of each arrangement, applying a probability assessment to each of the potential outcomes, which at times includes the use of a Monte Carlo simulation, and discounting the probability-weighted payout. Typically, milestones are based on revenue or Earnings Before Interest, Tax, Depreciation and Amortization (‘EBITDA’) growth for the acquired business. |
Acquisitions (Tables)
Acquisitions (Tables) | 9 Months Ended |
Sep. 30, 2019 | |
TRANZACT Acquisition [Member] | |
Business Acquisition [Line Items] | |
Summary of Preliminary Fair Values of Identifiable Assets Acquired and Liabilities Assumed | A summary of the preliminary fair values of the identifiable assets acquired, and liabilities assumed, of TRANZACT at July 30, 2019 are summarized in the following table. Cash and cash equivalents $ 7 Restricted cash 2 Accounts receivable, net 3 Renewal commissions receivable, current (i) 34 Prepaid and other current assets 19 Renewal commissions receivable, non-current (i) 130 Fixed assets 9 Intangible assets 646 Goodwill 785 Right-of-use assets 19 Other non-current assets 2 Collateralized facility (ii) (91 ) Other current liabilities (52 ) Deferred tax liabilities, net (165 ) Lease liabilities (19 ) Net assets acquired $ 1,329 ______________ (i) Renewal commissions receivables arise from direct-to-consumer Medicare broking sales. Cash collections for these receivables are expected to occur over a period of several years. Due to the provisions of ASC 606, these receivables are not discounted for a significant financing component when initially recognized (see Note 2 – Basis of Presentation and Recent Accounting Pronouncements). However, as a result of recognizing the fair value of these receivables in accordance with ASC 805, Business Combinations prospectively using the cost recovery method in which future cash receipts will initially be applied against the acquisition date fair value until the value reaches zero . Any cash received in excess of the fair value determined at acquisition will be recorded to earnings when it is received at a future date . (i i ) See Note 9 — Debt for a description of the acquired collateralized facility debt. |
Revenue (Tables)
Revenue (Tables) | 9 Months Ended |
Sep. 30, 2019 | |
Revenue From Contract With Customer [Abstract] | |
Disaggregation of Revenue | The following tables present revenue by service offering and segment, as well as reconciliations to total revenue for the three and nine months ended September 30, 2019 and 2018. Along with reimbursable expenses and other, total revenue by service offering represents our revenue from customer contracts. Three Months Ended September 30, HCB CRB IRR BDA Corporate (ii) Total 2019 2018 2019 2018 2019 2018 2019 2018 2019 2018 2019 2018 Broking $ 58 $ 54 $ 589 $ 554 $ 175 $ 166 $ 55 $ 4 $ — $ — $ 877 $ 778 Consulting (i) 545 536 30 37 98 102 — — 3 3 676 678 Outsourced administration (i) 122 116 17 14 3 — 124 123 — — 266 253 Other (i) 79 67 1 1 44 38 — — 1 1 125 107 Total revenue by service offering 804 773 637 606 320 306 179 127 4 4 1,944 1,816 Reimbursable expenses and other (ii) 15 14 — — 2 2 2 1 3 (7 ) 22 10 Total revenue from customer contracts $ 819 $ 787 $ 637 $ 606 $ 322 $ 308 $ 181 $ 128 $ 7 $ (3 ) $ 1,966 $ 1,826 Interest and other income (iii) 3 5 14 16 5 11 — — 1 1 23 33 Total revenue $ 822 $ 792 $ 651 $ 622 $ 327 $ 319 $ 181 $ 128 $ 8 $ (2 ) $ 1,989 $ 1,859 Nine Months Ended September 30, HCB CRB IRR BDA Corporate (ii) Total 2019 2018 2019 2018 2019 2018 2019 2018 2019 2018 2019 2018 Broking $ 195 $ 191 $ 1,882 $ 1,828 $ 829 $ 781 $ 67 $ 12 $ — $ — $ 2,973 $ 2,812 Consulting (i) 1,696 1,671 97 120 312 326 — — 9 9 2,114 2,126 Outsourced administration (i) 346 364 57 53 8 — 373 356 — — 784 773 Other (i) 182 150 3 6 154 142 — — 3 4 342 302 Total revenue by service offering 2,419 2,376 2,039 2,007 1,303 1,249 440 368 12 13 6,213 6,013 Reimbursable expenses and other (ii) 44 45 — — 6 5 7 5 12 (2 ) 69 53 Total revenue from customer contracts $ 2,463 $ 2,421 $ 2,039 $ 2,007 $ 1,309 $ 1,254 $ 447 $ 373 $ 24 $ 11 $ 6,282 $ 6,066 Interest and other income (iii) 14 14 30 29 20 27 — — 3 5 67 75 Total revenue $ 2,477 $ 2,435 $ 2,069 $ 2,036 $ 1,329 $ 1,281 $ 447 $ 373 $ 27 $ 16 $ 6,349 $ 6,141 ______________ (i) Amounts presented for HCB Outsourced administration revenue include corrections of approximately $46 million and $152 million of revenue that was previously classified as HCB Consulting revenue or HCB Other revenue in our quarterly report on Form 10-Q for the three and nine months ended September 30, 2018, respectively. ( i i) Reimbursable expenses and other, as well as Corporate revenue, are excluded from segment revenue, but included in total revenue on the condensed consolidated statements of comprehensive income. ( i ii) Interest and other income is included in segment revenue and total revenue, however it has been presented separately in the above tables because it does not arise directly from contracts with customers. Individual revenue streams aggregating to approximately 6% 5% The following tables present revenue by the geography where our work is performed for the three and nine months ended September 30, 2019 and 2018. Reconciliations to total revenue on our condensed consolidated statements of comprehensive income and to segment revenue are shown in the tables above. Three Months Ended September 30, HCB CRB IRR BDA Corporate Total 2019 2018 2019 2018 2019 2018 2019 2018 2019 2018 2019 2018 North America $ 482 $ 466 $ 288 $ 266 $ 88 $ 83 $ 179 $ 127 $ 4 $ 4 $ 1,041 $ 946 Great Britain 116 113 139 137 147 139 — — — — 402 389 Western Europe 123 121 105 96 47 47 — — — — 275 264 International 83 73 105 107 38 37 — — — — 226 217 Total revenue by geography $ 804 $ 773 $ 637 $ 606 $ 320 $ 306 $ 179 $ 127 $ 4 $ 4 $ 1,944 $ 1,816 Nine Months Ended September 30, HCB CRB IRR BDA Corporate Total 2019 2018 2019 2018 2019 2018 2019 2018 2019 2018 2019 2018 North America $ 1,431 $ 1,395 $ 782 $ 740 $ 369 $ 341 $ 440 $ 368 $ 12 $ 13 $ 3,034 $ 2,857 Great Britain 354 362 453 455 643 616 — — — — 1,450 1,433 Western Europe 402 399 472 456 167 169 — — — — 1,041 1,024 International 232 220 332 356 124 123 — — — — 688 699 Total revenue by geography $ 2,419 $ 2,376 $ 2,039 $ 2,007 $ 1,303 $ 1,249 $ 440 $ 368 $ 12 $ 13 $ 6,213 $ 6,013 |
Contract with Customer, Asset and Liability | The Company reports accounts receivable, net on the condensed consolidated balance sheet, which includes billed and unbilled receivables and current contract assets. In addition to accounts receivable, net, the Company had the following non-current contract assets and deferred revenue balances at September 30, 2019 and December 31, 2018: September 30, 2019 December 31, 2018 Billed receivables, net of allowance for doubtful accounts of $40 million and $40 million $ 1,638 $ 1,702 Unbilled receivables 383 356 Current contract assets 146 321 Accounts receivable, net $ 2,167 $ 2,379 Non-current accounts receivable, net $ 20 $ 20 Non-current contract assets $ 20 $ 3 Deferred revenue $ 481 $ 448 |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction | In addition, in accordance with ASC 606, the Company has elected not to disclose the remaining performance obligations when one or both of the following circumstances apply: • Performance obligations which are part of a contract that has an original expected duration of less than one year, and • Performance obligations satisfied in accordance with ASC 606-10-55-18 (‘right to invoice’). Remainder of 2019 2020 2021 onward Total Revenue expected to be recognized on contracts as of September 30, 2019 $ 142 $ 426 $ 602 $ 1,170 |
Segment Information (Tables)
Segment Information (Tables) | 9 Months Ended |
Sep. 30, 2019 | |
Segment Reporting [Abstract] | |
Schedule of Segment Reporting Information, by Segment | The following table presents segment revenue and segment operating income for our reportable segments for the three months ended September 30, 2019 and 2018. Three Months Ended September 30, HCB CRB IRR BDA Total 2019 2018 2019 2018 2019 2018 2019 2018 2019 2018 Segment revenue $ 807 $ 778 $ 651 $ 622 $ 325 $ 317 $ 179 $ 127 $ 1,962 $ 1,844 Segment operating income/(loss) $ 214 $ 194 $ 81 $ 66 $ 31 $ 29 $ (21 ) $ (33 ) $ 305 $ 256 The following table presents segment revenue and segment operating income for our reportable segments for the nine months ended September 30, 2019 and 2018. Nine Months Ended September 30, HCB CRB IRR BDA Total 2019 2018 2019 2018 2019 2018 2019 2018 2019 2018 Segment revenue $ 2,433 $ 2,390 $ 2,069 $ 2,036 $ 1,323 $ 1,276 $ 440 $ 368 $ 6,265 $ 6,070 Segment operating income/(loss) $ 587 $ 536 $ 312 $ 288 $ 392 $ 379 $ (67 ) $ (96 ) $ 1,224 $ 1,107 |
Net Operating Income of the Reported Segments | The following table presents reconciliations of the information reported by segment to the Company’s condensed consolidated statement of comprehensive income amounts reported for the three and nine months ended September 30, 2019 and 2018. Three Months Ended September 30, Nine Months Ended September 30, 2019 2018 2019 2018 Revenue: Total segment revenue $ 1,962 $ 1,844 $ 6,265 $ 6,070 Reimbursable expenses and other 27 15 84 71 Revenue $ 1,989 $ 1,859 $ 6,349 $ 6,141 Total segment operating income $ 305 $ 256 $ 1,224 $ 1,107 Amortization (118 ) (127 ) (368 ) (408 ) Transaction and integration expenses (6 ) (50 ) (12 ) (148 ) Unallocated, net (i) (74 ) (62 ) (202 ) (212 ) Income from operations 107 17 642 339 Interest expense (62 ) (51 ) (172 ) (154 ) Other income, net 55 70 177 189 Income from operations before income taxes $ 100 $ 36 $ 647 $ 374 (i) Includes certain costs, primarily related to corporate functions which are not directly related to the segments, and certain differences between budgeted expenses determined at the beginning of the year and actual expenses that we report for U.S. GAAP purposes. |
Goodwill and Other Intangible_2
Goodwill and Other Intangible Assets (Tables) | 9 Months Ended |
Sep. 30, 2019 | |
Goodwill And Intangible Assets Disclosure [Abstract] | |
Components of Goodwill | The components of goodwill are outlined below for the nine months ended September 30, 2019: HCB CRB IRR BDA Total Balance at December 31, 2018: Goodwill, gross $ 4,300 $ 2,308 $ 1,792 $ 2,557 $ 10,957 Accumulated impairment losses (130 ) (362 ) — — (492 ) Goodwill, net - December 31, 2018 4,170 1,946 1,792 2,557 10,465 Goodwill acquired during the period — — 9 785 794 Goodwill disposed of during the period — (6 ) — — (6 ) Acquisition accounting adjustment — — 2 — 2 Foreign exchange (33 ) (28 ) (7 ) — (68 ) Balance at September 30, 2019: Goodwill, gross 4,267 2,274 1,796 3,342 11,679 Accumulated impairment losses (130 ) (362 ) — — (492 ) Goodwill, net - September 30, 2019 $ 4,137 $ 1,912 $ 1,796 $ 3,342 $ 11,187 |
Changes in the Net Carrying Amount of the Components of Finite-Lived Intangible Assets | The following table reflects changes in the net carrying amounts of the components of finite-lived intangible assets for the nine months ended September 30, 2019: Balance at December 31, 2018 ASC 842 reclassification (i) Intangible assets acquired (ii) Intangible assets disposed Amortization Foreign exchange Balance at September 30, 2019 Client relationships $ 1,986 $ — $ 625 $ (8 ) $ (235 ) $ (20 ) $ 2,348 Management contracts 48 — — — (2 ) (4 ) 42 Software 328 — — (1 ) (95 ) (1 ) 231 Trademark and trade name 920 — — — (33 ) (3 ) 884 Product and domain name 27 — 34 — (3 ) (2 ) 56 Favorable agreements 9 (9 ) — — — — — Total amortizable intangible assets $ 3,318 $ (9 ) $ 659 $ (9 ) $ (368 ) $ (30 ) $ 3,561 __________________ (i) (ii) |
Schedule of Carrying Values of Finite-Lived Intangible Assets and Liabilities | The following table reflects the carrying value of finite-lived intangible assets and liabilities at September 30, 2019 and December 31, 2018: September 30, 2019 December 31, 2018 Gross carrying amount Accumulated amortization Gross carrying amount Accumulated amortization Client relationships $ 3,972 $ (1,624 ) $ 3,401 $ (1,415 ) Management contracts 57 (15 ) 63 (15 ) Software 743 (512 ) 749 (421 ) Trademark and trade name 1,050 (166 ) 1,052 (132 ) Product and domain name 68 (12 ) 36 (9 ) Favorable agreements (i) — — 14 (5 ) Other — — 3 (3 ) Total finite-lived assets $ 5,890 $ (2,329 ) $ 5,318 $ (2,000 ) Unfavorable agreements (i) $ — $ — $ 34 $ (13 ) Total finite-lived intangible liabilities $ — $ — $ 34 $ (13 ) __________________ (i) |
Schedule of Finite-Lived Intangible Assets, Future Amortization Expense | The table below reflects the future estimated amortization expense for amortizable intangible assets for the remainder of 2019 and for subsequent years: Amortization Remainder of 2019 $ 119 2020 447 2021 372 2022 313 2023 265 Thereafter 2,045 Total $ 3,561 |
Derivative Financial Instrume_2
Derivative Financial Instruments (Tables) | 9 Months Ended |
Sep. 30, 2019 | |
Derivative Instruments And Hedging Activities Disclosure [Abstract] | |
Schedule of Derivative Instruments Designated As Hedging Instrument Effect on Condensed Consolidated Statements of Comprehensive Income | The effects of the material derivative instruments that are designated as hedging instruments on the condensed consolidated statements of comprehensive income for the three and nine months ended September 30, 2019 and 2018 are below. Loss recognized in OCI (effective element) Three months ended September 30, Nine months ended September 30, 2019 2018 2019 2018 Forward exchange contracts $ (8 ) $ (5 ) $ (10 ) $ (14 ) Location of loss reclassified from Accumulated OCL into income (effective element) Loss reclassified from Accumulated OCL into income (effective element) Three months ended September 30, Nine months ended September 30, 2019 2018 2019 2018 Revenue $ (1 ) $ — $ (3 ) $ — Salaries and benefits (1 ) — (5 ) — Other income, net — (6 ) — (24 ) $ (2 ) $ (6 ) $ (8 ) $ (24 ) |
Schedule Of Derivative Instruments, Effect on Condensed Consolidated Statements of Comprehensive Income | The effects of derivatives that have not been designated as hedging instruments on the condensed consolidated statements of comprehensive income for the three and nine months ended September 30, 2019 and 2018 are as follows: Gain/(loss) recognized in income Three Months Ended September 30, Nine Months Ended September 30, Derivatives not designated as hedging instruments: Location of gain/(loss) recognized in income 2019 2018 2019 2018 Forward exchange contracts Other income, net $ 6 $ (1 ) $ 2 $ (4 ) |
Debt (Tables)
Debt (Tables) | 9 Months Ended |
Sep. 30, 2019 | |
Debt Disclosure [Abstract] | |
Schedule of Current and Long-term Debt | Current debt consists of the following: September 30, 2019 December 31, 2018 Term loan due 2020 $ 463 $ — Current portion of collateralized facility 21 — 7.000% senior notes due 2019 — 186 $ 484 $ 186 Long-term debt consists of the following: September 30, 2019 December 31, 2018 Revolving $1.25 billion credit facility $ 90 $ 130 Collateralized facility 69 — 5.750% senior notes due 2021 498 498 3.500% senior notes due 2021 448 448 2.125% senior notes due 2022 (i) 587 615 4.625% senior notes due 2023 248 248 3.600% senior notes due 2024 646 645 4.400% senior notes due 2026 546 544 4.500% senior notes due 2028 595 595 2.950% senior notes due 2029 446 — 6.125% senior notes due 2043 271 271 5.050% senior notes due 2048 395 395 3.875% senior notes due 2049 542 — $ 5,381 $ 4,389 (i) Notes issued in Euro (€540 million) |
Fair Value Measurements (Tables
Fair Value Measurements (Tables) | 9 Months Ended |
Sep. 30, 2019 | |
Fair Value Disclosures [Abstract] | |
Schedule of Assets and Liabilities Measured at Fair Value on Recurring Basis | The following tables present our assets and liabilities measured at fair value on a recurring basis at September 30, 2019 and December 31, 2018: Fair Value Measurements on a Recurring Basis at September 30, 2019 Balance Sheet Location Level 1 Level 2 Level 3 Total Assets: Available-for-sale securities: Mutual funds / exchange traded funds Prepaid and other current assets and other non-current assets $ 19 $ — $ — $ 19 Derivatives: Derivative financial instruments (i) Prepaid and other current assets and other non-current assets $ — $ 9 $ — $ 9 Liabilities: Contingent consideration: Contingent consideration (ii) Other current liabilities and other non-current liabilities $ — $ — $ 9 $ 9 Derivatives: Derivative financial instruments (i) Other current liabilities and other non-current liabilities $ — $ 22 $ — $ 22 Fair Value Measurements on a Recurring Basis at December 31, 2018 Balance Sheet Location Level 1 Level 2 Level 3 Total Assets: Available-for-sale securities: Mutual funds / exchange traded funds Prepaid and other current assets and other non-current assets $ 18 $ — $ — $ 18 Derivatives: Derivative financial instruments (i) Prepaid and other current assets and other non-current assets $ — $ 5 $ — $ 5 Liabilities: Contingent consideration: Contingent consideration (ii) Other current liabilities and other non-current liabilities $ — $ — $ 51 $ 51 Derivatives: Derivative financial instruments (i) Other current liabilities and other non-current liabilities $ — $ 17 $ — $ 17 (i) See Note 8 — Derivative Financial Instruments for further information on our derivative investments. (ii) Probability weightings are based on our knowledge of the past and planned performance of the acquired entity to which the contingent consideration applies. The weighted-average discount rates used on our material contingent consideration calculations were 12.20% and 9.92% at September 30, 2019 and December 31, 2018, respectively. Using different probability weightings and discount rates could result in an increase or decrease of the contingent consideration payable. |
Schedule of Change in Fair Value of Level 3 Liabilities | The following table summarizes the change in fair value of the Level 3 liabilities: Fair Value Measurements Using Significant Unobservable Inputs (Level 3) September 30, 2019 Balance at December 31, 2018 $ 51 Obligations assumed 8 Payments (46 ) Realized and unrealized gains (5 ) Foreign exchange 1 Balance at September 30, 2019 $ 9 |
Schedule of Liabilities Whose Carrying Values Differ From the Fair Value and are Not Measured on a Recurring Basis | The following tables present our liabilities not measured at fair value on a recurring basis at September 30, 2019 and December 31, 2018: September 30, 2019 December 31, 2018 Carrying Value Fair Value Carrying Value Fair Value Liabilities: Current debt $ 484 $ 488 $ 186 $ 191 Long-term debt $ 5,381 $ 5,764 $ 4,389 $ 4,458 |
Retirement Benefits (Tables)
Retirement Benefits (Tables) | 9 Months Ended |
Sep. 30, 2019 | |
Compensation And Retirement Disclosure [Abstract] | |
Schedule of Net Periodic Benefit Cost | The following tables set forth the components of net periodic benefit (income)/cost for the Company’s defined benefit pension and PRW plans for the three and nine months ended September 30, 2019 and 2018: Three Months Ended September 30, 2019 2018 U.S. U.K. Other PRW U.S. U.K. Other PRW Service cost $ 17 $ 3 $ 5 $ — $ 17 $ 4 $ 6 $ — Interest cost 39 23 5 — 35 24 4 1 Expected return on plan assets (63 ) (59 ) (7 ) — (68 ) (72 ) (8 ) — Settlement — — 1 — — 12 (14 ) — Amortization of net loss 4 5 1 1 3 10 — 1 Amortization of prior service credit — (4 ) — (1 ) — (4 ) — — Net periodic benefit (income)/cost $ (3 ) $ (32 ) $ 5 $ — $ (13 ) $ (26 ) $ (12 ) $ 2 Nine Months Ended September 30, 2019 2018 U.S. U.K. Other PRW U.S. U.K. Other PRW Service cost $ 49 $ 10 $ 15 $ — $ 50 $ 14 $ 16 $ — Interest cost 118 70 14 2 105 72 13 3 Expected return on plan assets (190 ) (184 ) (22 ) — (205 ) (227 ) (23 ) — Settlement — — 1 — — 32 (14 ) — Amortization of net loss 14 15 2 1 9 34 1 1 Amortization of prior service credit — (12 ) — (3 ) — (14 ) — — Net periodic benefit (income)/cost $ (9 ) $ (101 ) $ 10 $ — $ (41 ) $ (89 ) $ (7 ) $ 4 |
Leases (Tables)
Leases (Tables) | 9 Months Ended |
Sep. 30, 2019 | |
Leases [Abstract] | |
Schedule of Lease | The following table presents amounts recorded on our condensed consolidated balance sheet at September 30, 2019, classified as either operating or finance leases. Operating leases are presented separately on our condensed consolidated balance sheet. For the finance leases, the ROU assets are included in fixed assets, net, and the liabilities are classified within other current liabilities or other non-current liabilities. Operating Leases Finance Leases Total Leases Right-of-use assets $ 959 $ 10 $ 969 Current lease liabilities 151 3 154 Long-term lease liabilities 957 23 980 |
Schedule of Amount Recorded in Condensed Consolidated Statement of Comprehensive Income | The following table presents amounts recorded on our condensed consolidated statement of comprehensive income for the three and nine months ended September 30, 2019: Three Months Ended September 30, 2019 Nine Months Ended September 30, 2019 Finance lease cost: Amortization of right-of-use assets $ 1 $ 2 Interest on lease liabilities 1 3 Operating lease cost 45 139 Short-term lease cost 1 1 Variable lease cost 13 43 Sublease income (3 ) (11 ) Total lease cost, net $ 58 $ 177 |
Schedule of Cash Paid in the Measurement of Lease Liabilities | Cash paid for amounts included in the measurement of lease liabilities for the nine months ended September 30, 2019, as well as their location in the condensed consolidated statement of cash flows, is as follows: Nine Months Ended September 30, 2019 Cash flows from operating activities: Operating leases $ 154 Cash flows used in financing activities: Finance leases 4 Total lease payments $ 158 |
Schedule of Weighted Average Term and Discount Rates | Our operating and finance leases have the following weighted-average terms and discount rates as of September 30, 2019: Operating Leases Finance Leases Weighted-average term (in years) 8.9 6.3 Weighted-average discount rate 3.6 % 12.9 % |
Schedule of Maturity of Operating and Finance Leases Liabilities | The maturity of our lease liabilities on an undiscounted basis, including a reconciliation to the total lease liabilities reported on the condensed consolidated balance sheet as of September 30, 2019, is as follows: Operating Leases Finance Leases Total Leases Remainder of 2019 $ 50 $ 1 $ 51 2020 182 6 188 2021 162 6 168 2022 147 6 153 2023 137 6 143 Thereafter 624 13 637 Total future lease payments 1,302 38 1,340 Interest (194 ) (12 ) (206 ) Total lease liabilities $ 1,108 $ 26 $ 1,134 Prior to the adoption of ASC 842, on December 31, 2018, the maturity of our operating and finance leases on an undiscounted basis was as follows: Operating Leases Finance Leases Total Leases 2019 $ 197 $ 5 $ 202 2020 180 6 186 2021 159 6 165 2022 142 6 148 2023 131 6 137 Thereafter 542 14 556 Total future lease payments 1,351 43 1,394 Interest (202 ) (14 ) (216 ) Total lease liabilities $ 1,149 $ 29 $ 1,178 |
Supplementary Information for_2
Supplementary Information for Certain Balance Sheet Accounts (Tables) | 9 Months Ended |
Sep. 30, 2019 | |
Organization Consolidation And Presentation Of Financial Statements [Abstract] | |
Schedule of Prepaid and Other Current Asset | Prepaid and other current assets consist of the following: September 30, 2019 December 31, 2018 Prepayments and accrued income $ 152 $ 136 Deferred contract costs 70 102 Derivatives and investments 30 25 Deferred compensation plan assets 17 18 Retention incentives 14 5 Corporate income and other taxes 179 61 Restricted cash 7 — Acquired renewal commissions receivable 29 — Other current assets 89 57 Total prepaid and other current assets $ 587 $ 404 |
Schedule of Other Non-current Asset | Other non-current assets consist of the following: September 30, 2019 December 31, 2018 Prepayments and accrued income $ 12 $ 14 Deferred contract costs 68 46 Deferred compensation plan assets 140 125 Deferred tax assets 68 59 Accounts receivable, net 20 20 Acquired renewal commissions receivable 130 — Other investments 20 7 Insurance recovery receivables 119 86 Other non-current assets 124 110 Total other non-current assets $ 701 $ 467 |
Deferred Revenue and Accrued Liabilities | Deferred revenue and accrued expenses consist of the following: September 30, 2019 December 31, 2018 Accounts payable, accrued liabilities and deferred income $ 737 $ 691 Accrued discretionary and incentive compensation 560 758 Accrued vacation 162 111 Other employee-related liabilities 62 87 Total deferred revenue and accrued expenses $ 1,521 $ 1,647 |
Schedule of Other Current Liabilities | Other current liabilities consist of the following: September 30, 2019 December 31, 2018 Accounts payable $ 145 $ 163 Income and other taxes payable 165 129 Contingent and deferred consideration on acquisitions 17 61 Payroll-related liabilities 193 210 Derivatives 17 13 Third party commissions 186 169 Other current liabilities 78 119 Total other current liabilities $ 801 $ 864 |
Provisions for Liabilities | Provision for liabilities consists of the following: September 30, 2019 December 31, 2018 Claims, lawsuits and other proceedings $ 482 $ 455 Other provisions 73 85 Total provision for liabilities $ 555 $ 540 |
Schedule of Other Non-current Liabilities | Other non-current liabilities consist of the following: September 30, 2019 December 31, 2018 Incentives from lessors $ — $ 120 Deferred compensation plan liability 139 125 Contingent and deferred consideration on acquisitions 29 22 Liabilities for uncertain tax positions 49 46 Finance leases 23 26 Other non-current liabilities 74 90 Total other non-current liabilities $ 314 $ 429 |
Accumulated Other Comprehensi_2
Accumulated Other Comprehensive Loss (Tables) | 9 Months Ended |
Sep. 30, 2019 | |
Equity [Abstract] | |
Schedule of Accumulated Other Comprehensive Income (Loss) | Changes in accumulated other comprehensive loss, net of non-controlling interests, and net of tax are provided in the following tables for the three and nine months ended September 30, 2019 and 2018. These tables exclude amounts attributable to non-controlling interests, which are not material for further disclosure. Foreign currency translation (i) Cash flow hedges (i) Defined pension and post-retirement benefit costs (ii) Total 2019 2018 2019 2018 2019 2018 2019 2018 Quarter-to-date activity: Balance at June 30, 2019 and 2018, respectively $ (626 ) $ (506 ) $ (4 ) $ (5 ) $ (1,363 ) $ (1,094 ) $ (1,993 ) $ (1,605 ) Other comprehensive (loss)/income before reclassifications (120 ) (44 ) (5 ) (4 ) 1 12 (124 ) (36 ) Loss reclassified from accumulated other comprehensive loss (net of income tax benefit of $2 and $9, respectively) — — 2 5 2 9 4 14 Net current-period other comprehensive (loss)/income (120 ) (44 ) (3 ) 1 3 21 (120 ) (22 ) Balance at September 30, 2019 and 2018, respectively $ (746 ) $ (550 ) $ (7 ) $ (4 ) $ (1,360 ) $ (1,073 ) $ (2,113 ) $ (1,627 ) Year-to-date activity: Balance at December 31, 2018 and 2017, respectively $ (616 ) $ (365 ) $ (8 ) $ (10 ) $ (1,337 ) $ (1,138 ) $ (1,961 ) $ (1,513 ) Other comprehensive (loss)/income before reclassifications (130 ) (185 ) (6 ) (15 ) 5 46 (131 ) (154 ) Loss reclassified from accumulated other comprehensive loss (net of income tax benefit of $9 and $21, respectively) — — 7 21 8 19 15 40 Reclassification of tax effects per ASU 2018-02 (iii) — — — — (36 ) — (36 ) — Net current-period other comprehensive (loss)/income (130 ) (185 ) 1 6 (23 ) 65 (152 ) (114 ) Balance at September 30, 2019 and 2018, respectively $ (746 ) $ (550 ) $ (7 ) $ (4 ) $ (1,360 ) $ (1,073 ) $ (2,113 ) $ (1,627 ) (i) Reclassification adjustments from accumulated other comprehensive loss related to foreign currency translation and cash flow hedges are included in Revenue, Salaries and benefits, and Other income, net in the accompanying condensed consolidated statements of comprehensive income. See Note 8 — Derivative Financial Instruments for additional details regarding the reclassification adjustments for the hedge settlements. (ii) Reclassification adjustments from accumulated other comprehensive loss are included in the computation of net periodic pension cost (see Note 11 — Retirement Benefits). These components are included in Other income, net in the accompanying condensed consolidated statements of comprehensive income. (iii) On January 1, 2019, in accordance with ASU 2018-02, we reclassified to Retained earnings $36 million of defined pension and postretirement costs, representing the ‘stranded’ tax effect of the change in the U.S. federal corporate tax rate resulting from U.S. Tax Reform. See Note 2 — |
Earnings Per Share (Tables)
Earnings Per Share (Tables) | 9 Months Ended |
Sep. 30, 2019 | |
Earnings Per Share [Abstract] | |
Schedule of Basic and Diluted Earnings Per Share | Basic and diluted earnings per share are as follows: Three Months Ended September 30, Nine Months Ended September 30, 2019 2018 2019 2018 Net income attributable to Willis Towers Watson $ 75 $ 44 $ 500 $ 317 Basic average number of shares outstanding 130 131 130 132 Dilutive effect of potentially issuable shares — 1 — — Diluted average number of shares outstanding 130 132 130 132 Basic earnings per share $ 0.58 $ 0.34 $ 3.86 $ 2.40 Dilutive effect of potentially issuable shares — (0.01 ) (0.02 ) (0.01 ) Diluted earnings per share $ 0.58 $ 0.33 $ 3.84 $ 2.39 |
Financial Information for Iss_2
Financial Information for Issuers and Other Guarantor Subsidiaries (Tables) | 9 Months Ended |
Sep. 30, 2019 | |
Condensed Financial Information Of Parent Company Only Disclosure [Abstract] | |
Unaudited Condensed Consolidated Statement of Comprehensive Income | Unaudited Condensed Consolidating Statement of Comprehensive Income Three months ended September 30, 2019 Willis Towers Watson plc Willis North America Trinity Acquisition plc Other guarantors Non-guarantors Eliminations Consolidated Revenue $ — $ 11 $ — $ — $ 1,978 $ — $ 1,989 Costs of providing services Salaries and benefits — 10 — — 1,273 — 1,283 Other operating expenses — 6 — 27 384 — 417 Depreciation — — — 1 57 — 58 Amortization — — — 1 118 (1 ) 118 Transaction and integration expenses — 7 — — (1 ) — 6 Total costs of providing services — 23 — 29 1,831 (1 ) 1,882 (Loss)/income from operations — (12 ) — (29 ) 147 1 107 Intercompany (expense)/income — (38 ) 39 74 (75 ) — — Interest expense (7 ) (25 ) (26 ) — (4 ) — (62 ) Other income, net — — 1 — 54 — 55 (LOSS)/INCOME FROM OPERATIONS BEFORE INCOME TAXES (7 ) (75 ) 14 45 122 1 100 Benefit from/(provision for) income taxes — 16 (2 ) (12 ) (22 ) — (20 ) Equity account for subsidiaries 82 21 (2 ) 51 — (152 ) — NET INCOME/(LOSS) 75 (38 ) 10 84 100 (151 ) 80 Income attributable to non-controlling interests — — — — (5 ) — (5 ) NET INCOME/(LOSS) ATTRIBUTABLE TO WILLIS TOWERS WATSON $ 75 $ (38 ) $ 10 $ 84 $ 95 $ (151 ) $ 75 Comprehensive loss before non- controlling interests $ (45 ) $ (74 ) $ (87 ) $ (35 ) $ (23 ) $ 222 $ (42 ) Comprehensive income attributable to non- controlling interests — — — — (3 ) — (3 ) Comprehensive loss attributable to Willis Towers Watson $ (45 ) $ (74 ) $ (87 ) $ (35 ) $ (26 ) $ 222 $ (45 ) Unaudited Condensed Consolidating Statement of Comprehensive Income Three months ended September 30, 2018 Willis Towers Watson plc Willis North America Trinity Acquisition plc Other guarantors Non-guarantors Eliminations Consolidated Revenue $ — $ 7 $ — $ 1 $ 1,851 $ — $ 1,859 Costs of providing services Salaries and benefits 1 15 — 1 1,221 — 1,238 Other operating expenses 1 7 — 34 332 — 374 Depreciation — — — 1 52 — 53 Amortization — — — 1 128 (2 ) 127 Transaction and integration expenses — (1 ) — — 51 — 50 Total costs of providing services 2 21 — 37 1,784 (2 ) 1,842 (Loss)/income from operations (2 ) (14 ) — (36 ) 67 2 17 Intercompany income/(expense) — 4 33 58 (95 ) — — Interest expense (7 ) (13 ) (28 ) — (3 ) — (51 ) Other income, net — — — — 70 — 70 (LOSS)/INCOME FROM OPERATIONS BEFORE INCOME TAXES (9 ) (23 ) 5 22 39 2 36 Benefit from/(provision for) income taxes — 16 (1 ) (5 ) — — 10 Equity account for subsidiaries 53 (8 ) (22 ) 33 — (56 ) — NET INCOME/(LOSS) 44 (15 ) (18 ) 50 39 (54 ) 46 Income attributable to non-controlling interests — — — — (2 ) — (2 ) NET INCOME/(LOSS) ATTRIBUTABLE TO WILLIS TOWERS WATSON $ 44 $ (15 ) $ (18 ) $ 50 $ 37 $ (54 ) $ 44 Comprehensive income/(loss) before non- controlling interests $ 22 $ (18 ) $ (41 ) $ 29 $ 22 $ 10 $ 24 Comprehensive income attributable to non- controlling interests — — — — (2 ) — (2 ) Comprehensive income/(loss) attributable to Willis Towers Watson $ 22 $ (18 ) $ (41 ) $ 29 $ 20 $ 10 $ 22 Unaudited Condensed Consolidating Statement of Comprehensive Income Nine months ended September 30, 2019 Willis Towers Watson plc Willis North America Trinity Acquisition plc Other guarantors Non-guarantors Eliminations Consolidated Revenue $ — $ 36 $ — $ — $ 6,313 $ — $ 6,349 Costs of providing services Salaries and benefits 2 43 — — 3,864 — 3,909 Other operating expenses 2 22 — 86 1,137 — 1,247 Depreciation — — — 2 169 — 171 Amortization — — — 2 368 (2 ) 368 Transaction and integration expenses — 9 — — 3 — 12 Total costs of providing services 4 74 — 90 5,541 (2 ) 5,707 (Loss)/income from operations (4 ) (38 ) — (90 ) 772 2 642 Intercompany (expense)/income — (61 ) 88 199 (226 ) — — Interest expense (22 ) (69 ) (72 ) — (9 ) — (172 ) Other income, net — — 1 — 176 — 177 (LOSS)/INCOME FROM OPERATIONS BEFORE INCOME TAXES (26 ) (168 ) 17 109 713 2 647 Benefit from/(provision for) income taxes — 35 (3 ) (26 ) (131 ) — (125 ) Equity account for subsidiaries 526 132 289 431 — (1,378 ) — NET INCOME/(LOSS) 500 (1 ) 303 514 582 (1,376 ) 522 Income attributable to non-controlling interests — — — — (22 ) — (22 ) NET INCOME/(LOSS) ATTRIBUTABLE TO WILLIS TOWERS WATSON $ 500 $ (1 ) $ 303 $ 514 $ 560 $ (1,376 ) $ 500 Comprehensive income/(loss) before non- controlling interests $ 384 $ (32 ) $ 210 $ 400 $ 452 $ (1,009 ) $ 405 Comprehensive income attributable to non- controlling interests — — — — (21 ) — (21 ) Comprehensive income/(loss) attributable to Willis Towers Watson $ 384 $ (32 ) $ 210 $ 400 $ 431 $ (1,009 ) $ 384 Unaudited Condensed Consolidating Statement of Comprehensive Income Nine months ended September 30, 2018 Willis Towers Watson plc Willis North America Trinity Acquisition plc Other guarantors Non-guarantors Eliminations Consolidated Revenue $ — $ 14 $ — $ — $ 6,127 $ — $ 6,141 Costs of providing services Salaries and benefits 2 51 — — 3,837 — 3,890 Other operating expenses 3 32 — 128 1,040 — 1,203 Depreciation — — — 3 150 — 153 Amortization — — — 2 408 (2 ) 408 Transaction and integration expenses — 4 — 1 143 — 148 Total costs of providing services 5 87 — 134 5,578 (2 ) 5,802 (Loss)/income from operations (5 ) (73 ) — (134 ) 549 2 339 Intercompany (expense)/income — (10 ) 93 247 (330 ) — — Interest expense (22 ) (35 ) (82 ) — (15 ) — (154 ) Other income, net — — — 2 187 — 189 (LOSS)/INCOME FROM OPERATIONS BEFORE INCOME TAXES (27 ) (118 ) 11 115 391 2 374 Benefit from/(provision for) income taxes — 29 (2 ) (21 ) (48 ) — (42 ) Equity account for subsidiaries 344 (50 ) 112 240 — (646 ) — NET INCOME/(LOSS) 317 (139 ) 121 334 343 (644 ) 332 Income attributable to non-controlling interests — — — — (15 ) — (15 ) NET INCOME/(LOSS) ATTRIBUTABLE TO WILLIS TOWERS WATSON $ 317 $ (139 ) $ 121 $ 334 $ 328 $ (644 ) $ 317 Comprehensive income/(loss) before non- controlling interests $ 203 $ (193 ) $ 7 $ 220 $ 223 $ (242 ) $ 218 Comprehensive income attributable to non- controlling interests — — — — (15 ) — (15 ) Comprehensive income/(loss) attributable to Willis Towers Watson $ 203 $ (193 ) $ 7 $ 220 $ 208 $ (242 ) $ 203 |
Unaudited Condensed Consolidated Balance Sheet | Unaudited Condensed Consolidating Balance Sheet As of September 30, 2019 Willis Towers Watson plc Willis North America Trinity Acquisition plc Other guarantors Non-guarantors Eliminations Consolidated ASSETS Cash and cash equivalents $ — $ — $ — $ — $ 867 $ — $ 867 Fiduciary assets — — — — 13,779 — 13,779 Accounts receivable, net — 27 — — 2,139 1 2,167 Prepaid and other current assets — 378 — 10 426 (227 ) 587 Total current assets — 405 — 10 17,211 (226 ) 17,400 Intercompany receivables, net 4,622 — 1,462 — — (6,084 ) — Fixed assets, net — — — 17 946 — 963 Goodwill — — — — 11,187 — 11,187 Other intangible assets, net — — — 56 3,561 (56 ) 3,561 Right-of-use assets — — — — 959 — 959 Pension benefits assets — — — — 932 — 932 Other non-current assets — 139 2 47 630 (117 ) 701 Total non-current assets 4,622 139 1,464 120 18,215 (6,257 ) 18,303 Investments in subsidiaries 5,860 8,117 2,695 7,334 — (24,006 ) — TOTAL ASSETS $ 10,482 $ 8,661 $ 4,159 $ 7,464 $ 35,426 $ (30,489 ) $ 35,703 LIABILITIES AND EQUITY Fiduciary liabilities $ — $ — $ — $ — $ 13,779 $ — $ 13,779 Deferred revenue and accrued expenses — 3 — 2 1,516 — 1,521 Current debt — 196 267 — 21 — 484 Current lease liabilities — — — — 151 — 151 Other current liabilities 97 28 16 17 822 (179 ) 801 Total current liabilities 97 227 283 19 16,289 (179 ) 16,736 Intercompany payables, net — 1,017 — 4,184 883 (6,084 ) — Long-term debt 498 2,714 2,099 — 70 — 5,381 Liability for pension benefits — — — — 1,039 — 1,039 Deferred tax liabilities — — — — 807 (117 ) 690 Provision for liabilities — 120 — — 435 — 555 Long-term lease liabilities — — — — 957 — 957 Other non-current liabilities — 18 — 5 291 — 314 Total non-current liabilities 498 3,869 2,099 4,189 4,482 (6,201 ) 8,936 TOTAL LIABILITIES 595 4,096 2,382 4,208 20,771 (6,380 ) 25,672 REDEEMABLE NON-CONTROLLING INTEREST — — — — 30 — 30 EQUITY Total Willis Towers Watson shareholders’ equity 9,887 4,565 1,777 3,256 14,511 (24,109 ) 9,887 Non-controlling interests — — — — 114 — 114 Total equity 9,887 4,565 1,777 3,256 14,625 (24,109 ) 10,001 TOTAL LIABILITIES AND EQUITY $ 10,482 $ 8,661 $ 4,159 $ 7,464 $ 35,426 $ (30,489 ) $ 35,703 Unaudited Condensed Consolidating Balance Sheet As of December 31, 2018 Willis Towers Watson plc Willis North America Trinity Acquisition plc Other guarantors Non-guarantors Eliminations Consolidated ASSETS Cash and cash equivalents $ — $ — $ — $ — $ 1,033 $ — $ 1,033 Fiduciary assets — — — — 12,604 — 12,604 Accounts receivable, net — 24 — — 2,355 — 2,379 Prepaid and other current assets — 311 1 33 357 (298 ) 404 Total current assets — 335 1 33 16,349 (298 ) 16,420 Intercompany receivables, net 4,755 — 1,355 — — (6,110 ) — Fixed assets, net — — — 16 926 — 942 Goodwill — — — — 10,465 — 10,465 Other intangible assets, net — — — 58 3,318 (58 ) 3,318 Pension benefits assets — — — — 773 — 773 Other non-current assets — 92 2 49 452 (128 ) 467 Total non-current assets 4,755 92 1,357 123 15,934 (6,296 ) 15,965 Investments in subsidiaries 5,691 6,649 2,677 8,108 — (23,125 ) — TOTAL ASSETS $ 10,446 $ 7,076 $ 4,035 $ 8,264 $ 32,283 $ (29,719 ) $ 32,385 LIABILITIES AND EQUITY Fiduciary liabilities $ — $ — $ — $ — $ 12,604 $ — $ 12,604 Deferred revenue and accrued expenses 1 2 — 3 1,641 — 1,647 Current debt — 186 — — — — 186 Other current liabilities 95 38 33 13 935 (250 ) 864 Total current liabilities 96 226 33 16 15,180 (250 ) 15,301 Intercompany payables, net — 902 — 4,691 517 (6,110 ) — Long-term debt 498 1,635 2,256 — — — 4,389 Liability for pension benefits — — — — 1,170 — 1,170 Deferred tax liabilities — — — — 688 (129 ) 559 Provision for liabilities — 120 — — 420 — 540 Other non-current liabilities — 13 — 5 411 — 429 Total non-current liabilities 498 2,670 2,256 4,696 3,206 (6,239 ) 7,087 TOTAL LIABILITIES 594 2,896 2,289 4,712 18,386 (6,489 ) 22,388 REDEEMABLE NON-CONTROLLING INTEREST — — — — 26 — 26 EQUITY Total Willis Towers Watson shareholders’ equity 9,852 4,180 1,746 3,552 13,752 (23,230 ) 9,852 Non-controlling interests — — — — 119 — 119 Total equity 9,852 4,180 1,746 3,552 13,871 (23,230 ) 9,971 TOTAL LIABILITIES AND EQUITY $ 10,446 $ 7,076 $ 4,035 $ 8,264 $ 32,283 $ (29,719 ) $ 32,385 |
Unaudited Condensed Consolidated Statement of Cash Flows | Unaudited Condensed Consolidating Statement of Cash Flows Nine months ended September 30, 2019 Willis Towers Watson plc Willis North America Trinity Acquisition plc Other guarantors Non-guarantors Eliminations Consolidated NET CASH FROM/(USED IN) OPERATING ACTIVITIES $ 232 $ (76 ) $ (114 ) $ 369 $ 209 $ — $ 620 CASH FLOWS FROM/(USED IN) INVESTING ACTIVITIES Additions to fixed assets and software for internal use — — — (2 ) (173 ) — (175 ) Capitalized software costs — — — — (43 ) — (43 ) Acquisitions of operations, net of cash acquired — (1,312 ) — — (12 ) — (1,324 ) Net proceeds from sale of operations — — — — 17 — 17 Other, net — — — — (6 ) — (6 ) Proceeds from/(repayments of) intercompany investing activities, net 129 137 (809 ) 230 306 7 — Net cash from/(used in) investing activities $ 129 $ (1,175 ) $ (809 ) $ 228 $ 89 $ 7 $ (1,531 ) CASH FLOWS (USED IN)/FROM FINANCING ACTIVITIES Net borrowings/(payments) on revolving credit facility — 90 (131 ) — — — (41 ) Senior notes issued — 997 — — — — 997 Proceeds from issuance of other debt — 600 500 — — — 1,100 Debt issuance costs — (13 ) — — — — (13 ) Repayments of debt — (587 ) (234 ) — (4 ) — (825 ) Repurchase of shares (147 ) — — — — — (147 ) Proceeds from issuance of shares 31 — — — — — 31 Payments of deferred and contingent consideration related to acquisitions — — — — (47 ) — (47 ) Cash paid for employee taxes on withholding shares — — — — (14 ) — (14 ) Dividends paid (245 ) — — — — — (245 ) Acquisitions of and dividends paid to non- controlling interests — — — — (22 ) — (22 ) Proceeds from/(repayments of) intercompany financing activities, net — 164 788 (597 ) (348 ) (7 ) — Net cash (used in)/from financing activities $ (361 ) $ 1,251 $ 923 $ (597 ) $ (435 ) $ (7 ) $ 774 DECREASE IN CASH, CASH EQUIVALENTS AND RESTRICTED CASH — — — — (137 ) — (137 ) Effect of exchange rate changes on cash, cash equivalents and restricted cash — — — — (22 ) — (22 ) CASH AND CASH EQUIVALENTS, BEGINNING OF PERIOD (i) — — — — 1,033 — 1,033 CASH, CASH EQUIVALENTS AND RESTRICTED CASH, END OF PERIOD (i) $ — $ — $ — $ — $ 874 $ — $ 874 (i) As a result of the acquired TRANZACT collateralized facility (see Note 9 — Unaudited Condensed Consolidating Statement of Cash Flows Nine months ended September 30, 2018 Willis Towers Watson plc Willis North America Trinity Acquisition plc Other guarantors Non-guarantors Eliminations Consolidated NET CASH FROM/(USED IN) OPERATING ACTIVITIES $ 637 $ (42 ) $ 428 $ (37 ) $ 382 $ (652 ) $ 716 CASH FLOWS (USED IN)/FROM INVESTING ACTIVITIES Additions to fixed assets and software for internal use — — — (3 ) (206 ) — (209 ) Capitalized software costs — — — — (41 ) — (41 ) Acquisitions of operations, net of cash acquired — — — — (8 ) — (8 ) Net proceeds from sale of operations — — — — 4 — 4 Other, net — — — — 14 — 14 (Repayments of)/proceeds from intercompany investing activities, net (30 ) 2 (42 ) 101 (276 ) 245 — Net cash (used in)/from investing activities $ (30 ) $ 2 $ (42 ) $ 98 $ (513 ) $ 245 $ (240 ) CASH FLOWS (USED IN)/FROM FINANCING ACTIVITIES Net payments on revolving credit facility — (143 ) (511 ) — — — (654 ) Senior notes issued — 998 — — — — 998 Debt issuance costs — (8 ) — — — — (8 ) Repayments of debt — — — — (170 ) — (170 ) Repurchase of shares (401 ) — — — — — (401 ) Proceeds from issuance of shares 21 — — — — — 21 Payments of deferred and contingent consideration related to acquisitions — — — — (50 ) — (50 ) Cash paid for employee taxes on withholding shares — — — — (30 ) — (30 ) Dividends paid (228 ) — (332 ) (151 ) (169 ) 652 (228 ) Acquisitions of and dividends paid to non- controlling interests — — — — (20 ) — (20 ) (Repayments of)/proceeds from intercompany financing activities, net (1 ) (807 ) 457 89 507 (245 ) — Net cash (used in)/from financing activities $ (609 ) $ 40 $ (386 ) $ (62 ) $ 68 $ 407 $ (542 ) DECREASE IN CASH AND CASH EQUIVALENTS (2 ) — — (1 ) (63 ) — (66 ) Effect of exchange rate changes on cash and cash equivalents — — — — (33 ) — (33 ) CASH AND CASH EQUIVALENTS, BEGINNING OF PERIOD 2 — — 1 1,027 — 1,030 CASH AND CASH EQUIVALENTS, END OF PERIOD $ — $ — $ — $ — $ 931 $ — $ 931 |
Nature of Operations (Details)
Nature of Operations (Details) | Sep. 30, 2019EmployeeCountry |
Organization Consolidation And Presentation Of Financial Statements [Abstract] | |
Number of employees employed (more than 45,000) | Employee | 45,000 |
Number of countries in which entity operates (more than 140) | Country | 140 |
Basis of Presentation and Rec_3
Basis of Presentation and Recent Accounting Pronouncements - Narrative (Details) $ in Millions | 9 Months Ended | |
Sep. 30, 2019Country | Jan. 01, 2019USD ($) | |
Significant Accounting Policies And Recent Accounting Pronouncements [Line Items] | ||
Reclassification between AOCL and retained earning | $ | $ 36 | |
Number of countries in which entity operates (more than 140) | Country | 140 | |
Minimum [Member] | ||
Significant Accounting Policies And Recent Accounting Pronouncements [Line Items] | ||
Real estate lease term | 5 years | |
Percentage of lease denominated in U.S. dollars, Pounds Sterling or Euros | 90.00% | |
Maximum [Member] | ||
Significant Accounting Policies And Recent Accounting Pronouncements [Line Items] | ||
Real estate lease term | 15 years | |
Term for renewal commissions expected | 25 years |
Acquisitions - Narrative (Detai
Acquisitions - Narrative (Details) - USD ($) | Sep. 10, 2019 | Jul. 30, 2019 | Dec. 21, 2018 | Sep. 30, 2019 | Sep. 30, 2019 | Sep. 30, 2018 | Sep. 30, 2019 | Sep. 30, 2018 | Dec. 31, 2018 | |
Business Acquisition [Line Items] | ||||||||||
Debt instrument, term | 1 year | |||||||||
Intangible assets | [1] | $ 659,000,000 | ||||||||
Revenue | $ 1,989,000,000 | $ 1,859,000,000 | 6,349,000,000 | $ 6,141,000,000 | ||||||
Other intangible assets, net | $ 3,561,000,000 | 3,561,000,000 | 3,561,000,000 | $ 3,318,000,000 | ||||||
Goodwill | 11,187,000,000 | 11,187,000,000 | 11,187,000,000 | $ 10,465,000,000 | ||||||
Customer Relationships [Member] | ||||||||||
Business Acquisition [Line Items] | ||||||||||
Intangible assets | [1] | 625,000,000 | ||||||||
TRANZACT Acquisition [Member] | ||||||||||
Business Acquisition [Line Items] | ||||||||||
Business acquisition, effective date of acquisition | Jul. 30, 2019 | |||||||||
Consideration paid in cash | $ 1,300,000,000 | |||||||||
Business combination, contingent consideration arrangements, range of outcomes, value, high | 17,000,000 | |||||||||
Revenue | 51,000,000 | |||||||||
Goodwill | 785,000,000 | |||||||||
TRANZACT Acquisition [Member] | Customer Relationships [Member] | ||||||||||
Business Acquisition [Line Items] | ||||||||||
Intangible assets | $ 612,000,000 | 612,000,000 | ||||||||
Intangible assets expected life | 15 years 4 months 24 days | |||||||||
TRANZACT Acquisition [Member] | Term Loan [Member] | ||||||||||
Business Acquisition [Line Items] | ||||||||||
Debt instrument, term | 1 year | |||||||||
TRANZACT Acquisition [Member] | Term Loan [Member] | Maximum [Member] | ||||||||||
Business Acquisition [Line Items] | ||||||||||
Debt instrument, face amount | $ 1,100,000,000 | |||||||||
Alston Gayler Acquisition [Member] | ||||||||||
Business Acquisition [Line Items] | ||||||||||
Business acquisition, effective date of acquisition | Dec. 21, 2018 | |||||||||
Consideration paid in cash | $ 35,000,000 | |||||||||
Total consideration | 67,000,000 | |||||||||
Deferred consideration | 32,000,000 | |||||||||
Other intangible assets, net | 36,000,000 | |||||||||
Goodwill | $ 26,000,000 | |||||||||
Other Acquisitions [Member] | ||||||||||
Business Acquisition [Line Items] | ||||||||||
Consideration paid in cash | 14,000,000 | |||||||||
Contingent consideration | $ 9,000,000 | $ 9,000,000 | $ 9,000,000 | |||||||
[1] | Includes $612 million and $34 million of client relationship and domain name intangible assets, respectively, associated with our acquisition of TRANZACT. |
Acquisitions - Summary of Preli
Acquisitions - Summary of Preliminary Fair Values of Identifiable Assets Acquired and Liabilities Assumed (Details) - USD ($) $ in Millions | Sep. 30, 2019 | Jul. 30, 2019 | Dec. 31, 2018 | |
Business Acquisition [Line Items] | ||||
Goodwill | $ 11,187 | $ 10,465 | ||
TRANZACT Acquisition [Member] | ||||
Business Acquisition [Line Items] | ||||
Cash and cash equivalents | $ 7 | |||
Restricted cash | 2 | |||
Accounts receivable, net | 3 | |||
Renewal commissions receivable, current | [1] | 34 | ||
Prepaid and other current assets | 19 | |||
Renewal commissions receivable, non-current | [1] | 130 | ||
Fixed assets | 9 | |||
Intangible assets | 646 | |||
Goodwill | 785 | |||
Right-of-use assets | 19 | |||
Other non-current assets | 2 | |||
Collateralized facility | [2] | (91) | ||
Other current liabilities | (52) | |||
Deferred tax liabilities, net | (165) | |||
Lease liabilities | (19) | |||
Net assets acquired | $ 1,329 | |||
[1] | Renewal commissions receivables arise from direct-to-consumer Medicare broking sales. Cash collections for these receivables are expected to occur over a period of several years. Due to the provisions of ASC 606, these receivables are not discounted for a significant financing component when initially recognized (see Note 2 – Basis of Presentation and Recent Accounting Pronouncements). However, as a result of recognizing the fair value of these receivables in accordance with ASC 805, Business Combinations | |||
[2] | See Note 9 — Debt for a description of the acquired collateralized facility debt. |
Acquisitions - Summary of Pre_2
Acquisitions - Summary of Preliminary Fair Values of Identifiable Assets Acquired and Liabilities Assumed (Parenthetical) (Details) $ in Millions | Jul. 30, 2019USD ($) |
TRANZACT Acquisition [Member] | |
Business Acquisition [Line Items] | |
Receivables prior to fair value adjustment | $ 231 |
Revenue - Schedule of Disaggreg
Revenue - Schedule of Disaggregation of Revenue (Details) - USD ($) $ in Millions | 3 Months Ended | 9 Months Ended | |||
Sep. 30, 2019 | Sep. 30, 2018 | Sep. 30, 2019 | Sep. 30, 2018 | ||
Disaggregation Of Revenue [Line Items] | |||||
Revenue from Contract with Customer, Excluding Assessed Tax | $ 1,966 | $ 1,826 | $ 6,282 | $ 6,066 | |
Interest and other income | [1] | 23 | 33 | 67 | 75 |
Revenues | 1,989 | 1,859 | 6,349 | 6,141 | |
Broking [Member] | |||||
Disaggregation Of Revenue [Line Items] | |||||
Revenue from Contract with Customer, Excluding Assessed Tax | 877 | 778 | 2,973 | 2,812 | |
Consulting [Member] | |||||
Disaggregation Of Revenue [Line Items] | |||||
Revenue from Contract with Customer, Excluding Assessed Tax | [2] | 676 | 678 | 2,114 | 2,126 |
Outsourced administration [Member] | |||||
Disaggregation Of Revenue [Line Items] | |||||
Revenue from Contract with Customer, Excluding Assessed Tax | [2] | 266 | 253 | 784 | 773 |
Other [Member] | |||||
Disaggregation Of Revenue [Line Items] | |||||
Revenue from Contract with Customer, Excluding Assessed Tax | [2] | 125 | 107 | 342 | 302 |
HCB [Member] | |||||
Disaggregation Of Revenue [Line Items] | |||||
Revenue from Contract with Customer, Excluding Assessed Tax | 819 | 787 | 2,463 | 2,421 | |
Interest and other income | [1] | 3 | 5 | 14 | 14 |
Revenues | 822 | 792 | 2,477 | 2,435 | |
HCB [Member] | Broking [Member] | |||||
Disaggregation Of Revenue [Line Items] | |||||
Revenue from Contract with Customer, Excluding Assessed Tax | 58 | 54 | 195 | 191 | |
HCB [Member] | Consulting [Member] | |||||
Disaggregation Of Revenue [Line Items] | |||||
Revenue from Contract with Customer, Excluding Assessed Tax | [2] | 545 | 536 | 1,696 | 1,671 |
HCB [Member] | Outsourced administration [Member] | |||||
Disaggregation Of Revenue [Line Items] | |||||
Revenue from Contract with Customer, Excluding Assessed Tax | [2] | 122 | 116 | 346 | 364 |
HCB [Member] | Other [Member] | |||||
Disaggregation Of Revenue [Line Items] | |||||
Revenue from Contract with Customer, Excluding Assessed Tax | [2] | 79 | 67 | 182 | 150 |
CRB [Member] | |||||
Disaggregation Of Revenue [Line Items] | |||||
Revenue from Contract with Customer, Excluding Assessed Tax | 637 | 606 | 2,039 | 2,007 | |
Interest and other income | [1] | 14 | 16 | 30 | 29 |
Revenues | 651 | 622 | 2,069 | 2,036 | |
CRB [Member] | Broking [Member] | |||||
Disaggregation Of Revenue [Line Items] | |||||
Revenue from Contract with Customer, Excluding Assessed Tax | 589 | 554 | 1,882 | 1,828 | |
CRB [Member] | Consulting [Member] | |||||
Disaggregation Of Revenue [Line Items] | |||||
Revenue from Contract with Customer, Excluding Assessed Tax | [2] | 30 | 37 | 97 | 120 |
CRB [Member] | Outsourced administration [Member] | |||||
Disaggregation Of Revenue [Line Items] | |||||
Revenue from Contract with Customer, Excluding Assessed Tax | [2] | 17 | 14 | 57 | 53 |
CRB [Member] | Other [Member] | |||||
Disaggregation Of Revenue [Line Items] | |||||
Revenue from Contract with Customer, Excluding Assessed Tax | [2] | 1 | 1 | 3 | 6 |
IRR [Member] | |||||
Disaggregation Of Revenue [Line Items] | |||||
Revenue from Contract with Customer, Excluding Assessed Tax | 322 | 308 | 1,309 | 1,254 | |
Interest and other income | [1] | 5 | 11 | 20 | 27 |
Revenues | 327 | 319 | 1,329 | 1,281 | |
IRR [Member] | Broking [Member] | |||||
Disaggregation Of Revenue [Line Items] | |||||
Revenue from Contract with Customer, Excluding Assessed Tax | 175 | 166 | 829 | 781 | |
IRR [Member] | Consulting [Member] | |||||
Disaggregation Of Revenue [Line Items] | |||||
Revenue from Contract with Customer, Excluding Assessed Tax | [2] | 98 | 102 | 312 | 326 |
IRR [Member] | Outsourced administration [Member] | |||||
Disaggregation Of Revenue [Line Items] | |||||
Revenue from Contract with Customer, Excluding Assessed Tax | [2] | 3 | 8 | ||
IRR [Member] | Other [Member] | |||||
Disaggregation Of Revenue [Line Items] | |||||
Revenue from Contract with Customer, Excluding Assessed Tax | [2] | 44 | 38 | 154 | 142 |
BDA [Member] | |||||
Disaggregation Of Revenue [Line Items] | |||||
Revenue from Contract with Customer, Excluding Assessed Tax | 181 | 128 | 447 | 373 | |
Revenues | 181 | 128 | 447 | 373 | |
BDA [Member] | Broking [Member] | |||||
Disaggregation Of Revenue [Line Items] | |||||
Revenue from Contract with Customer, Excluding Assessed Tax | 55 | 4 | 67 | 12 | |
BDA [Member] | Outsourced administration [Member] | |||||
Disaggregation Of Revenue [Line Items] | |||||
Revenue from Contract with Customer, Excluding Assessed Tax | [2] | 124 | 123 | 373 | 356 |
Corporate, Non-Segment [Member] | |||||
Disaggregation Of Revenue [Line Items] | |||||
Revenue from Contract with Customer, Excluding Assessed Tax | [3] | 7 | (3) | 24 | 11 |
Interest and other income | [1],[3] | 1 | 1 | 3 | 5 |
Revenues | [3] | 8 | (2) | 27 | 16 |
Corporate, Non-Segment [Member] | Consulting [Member] | |||||
Disaggregation Of Revenue [Line Items] | |||||
Revenue from Contract with Customer, Excluding Assessed Tax | [2],[3] | 3 | 3 | 9 | 9 |
Corporate, Non-Segment [Member] | Other [Member] | |||||
Disaggregation Of Revenue [Line Items] | |||||
Revenue from Contract with Customer, Excluding Assessed Tax | [2],[3] | 1 | 1 | 3 | 4 |
Operating Segments [Member] | |||||
Disaggregation Of Revenue [Line Items] | |||||
Revenue from Contract with Customer, Excluding Assessed Tax | 1,944 | 1,816 | 6,213 | 6,013 | |
Revenues | 1,962 | 1,844 | 6,265 | 6,070 | |
Operating Segments [Member] | HCB [Member] | |||||
Disaggregation Of Revenue [Line Items] | |||||
Revenue from Contract with Customer, Excluding Assessed Tax | 804 | 773 | 2,419 | 2,376 | |
Revenues | 807 | 778 | 2,433 | 2,390 | |
Operating Segments [Member] | CRB [Member] | |||||
Disaggregation Of Revenue [Line Items] | |||||
Revenue from Contract with Customer, Excluding Assessed Tax | 637 | 606 | 2,039 | 2,007 | |
Revenues | 651 | 622 | 2,069 | 2,036 | |
Operating Segments [Member] | IRR [Member] | |||||
Disaggregation Of Revenue [Line Items] | |||||
Revenue from Contract with Customer, Excluding Assessed Tax | 320 | 306 | 1,303 | 1,249 | |
Revenues | 325 | 317 | 1,323 | 1,276 | |
Operating Segments [Member] | BDA [Member] | |||||
Disaggregation Of Revenue [Line Items] | |||||
Revenue from Contract with Customer, Excluding Assessed Tax | 179 | 127 | 440 | 368 | |
Revenues | 179 | 127 | 440 | 368 | |
Operating Segments [Member] | Corporate, Non-Segment [Member] | |||||
Disaggregation Of Revenue [Line Items] | |||||
Revenue from Contract with Customer, Excluding Assessed Tax | [3] | 4 | 4 | 12 | 13 |
Segment Reconciling Items [Member] | |||||
Disaggregation Of Revenue [Line Items] | |||||
Revenue from Contract with Customer, Excluding Assessed Tax | [3] | 22 | 10 | 69 | 53 |
Revenues | 27 | 15 | 84 | 71 | |
Segment Reconciling Items [Member] | HCB [Member] | |||||
Disaggregation Of Revenue [Line Items] | |||||
Revenue from Contract with Customer, Excluding Assessed Tax | [3] | 15 | 14 | 44 | 45 |
Segment Reconciling Items [Member] | IRR [Member] | |||||
Disaggregation Of Revenue [Line Items] | |||||
Revenue from Contract with Customer, Excluding Assessed Tax | [3] | 2 | 2 | 6 | 5 |
Segment Reconciling Items [Member] | BDA [Member] | |||||
Disaggregation Of Revenue [Line Items] | |||||
Revenue from Contract with Customer, Excluding Assessed Tax | [3] | 2 | 1 | 7 | 5 |
Segment Reconciling Items [Member] | Corporate, Non-Segment [Member] | |||||
Disaggregation Of Revenue [Line Items] | |||||
Revenue from Contract with Customer, Excluding Assessed Tax | [3] | $ 3 | $ (7) | $ 12 | $ (2) |
[1] | Interest and other income is included in segment revenue and total revenue, however it has been presented separately in the above tables because it does not arise directly from contracts with customers. | ||||
[2] | Amounts presented for HCB Outsourced administration revenue include corrections of approximately $46 million and $152 million of revenue that was previously classified as HCB Consulting revenue or HCB Other revenue in our quarterly report on Form 10-Q for the three and nine months ended September 30, 2018, respectively. | ||||
[3] | Reimbursable expenses and other, as well as Corporate revenue, are excluded from segment revenue, but included in total revenue on the condensed consolidated statements of comprehensive income. |
Revenue - Schedule of Disaggr_2
Revenue - Schedule of Disaggregation of Revenue (Parenthetical) (Details) - USD ($) $ in Millions | 3 Months Ended | 9 Months Ended |
Sep. 30, 2018 | Sep. 30, 2018 | |
Outsourced administration [Member] | HCB [Member] | ||
Disaggregation Of Revenue [Line Items] | ||
Revenue prior period reclassification adjustment | $ 46 | $ 152 |
Revenue - Narrative (Details)
Revenue - Narrative (Details) - USD ($) $ in Millions | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2019 | Sep. 30, 2018 | Sep. 30, 2019 | Sep. 30, 2018 | |
Disaggregation Of Revenue [Line Items] | ||||
Contract with Customer, Performance Obligation Satisfied in Previous Period | $ 3 | $ 12 | ||
December 31 2018 [Member] | ||||
Disaggregation Of Revenue [Line Items] | ||||
Contract with Customer, Liability, Revenue Recognized | 42 | $ 338 | ||
June 30 2019 [Member] | ||||
Disaggregation Of Revenue [Line Items] | ||||
Contract with Customer, Liability, Revenue Recognized | $ 198 | |||
Other [Member] | Maximum [Member] | ||||
Disaggregation Of Revenue [Line Items] | ||||
Revenue, Percentage of Total Revenue | 6.00% | 6.00% | 5.00% | 5.00% |
Revenue - Schedule of Revenue b
Revenue - Schedule of Revenue by Geography (Detail) - USD ($) $ in Millions | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2019 | Sep. 30, 2018 | Sep. 30, 2019 | Sep. 30, 2018 | |
Disaggregation Of Revenue [Line Items] | ||||
Revenue from Contract with Customer, Excluding Assessed Tax | $ 1,966 | $ 1,826 | $ 6,282 | $ 6,066 |
Operating Segments [Member] | ||||
Disaggregation Of Revenue [Line Items] | ||||
Revenue from Contract with Customer, Excluding Assessed Tax | 1,944 | 1,816 | 6,213 | 6,013 |
Corporate, Non-Segment [Member] | ||||
Disaggregation Of Revenue [Line Items] | ||||
Revenue from Contract with Customer, Excluding Assessed Tax | 4 | 4 | 12 | 13 |
HCB [Member] | ||||
Disaggregation Of Revenue [Line Items] | ||||
Revenue from Contract with Customer, Excluding Assessed Tax | 819 | 787 | 2,463 | 2,421 |
HCB [Member] | Operating Segments [Member] | ||||
Disaggregation Of Revenue [Line Items] | ||||
Revenue from Contract with Customer, Excluding Assessed Tax | 804 | 773 | 2,419 | 2,376 |
CRB [Member] | ||||
Disaggregation Of Revenue [Line Items] | ||||
Revenue from Contract with Customer, Excluding Assessed Tax | 637 | 606 | 2,039 | 2,007 |
CRB [Member] | Operating Segments [Member] | ||||
Disaggregation Of Revenue [Line Items] | ||||
Revenue from Contract with Customer, Excluding Assessed Tax | 637 | 606 | 2,039 | 2,007 |
IRR [Member] | ||||
Disaggregation Of Revenue [Line Items] | ||||
Revenue from Contract with Customer, Excluding Assessed Tax | 322 | 308 | 1,309 | 1,254 |
IRR [Member] | Operating Segments [Member] | ||||
Disaggregation Of Revenue [Line Items] | ||||
Revenue from Contract with Customer, Excluding Assessed Tax | 320 | 306 | 1,303 | 1,249 |
BDA [Member] | ||||
Disaggregation Of Revenue [Line Items] | ||||
Revenue from Contract with Customer, Excluding Assessed Tax | 181 | 128 | 447 | 373 |
BDA [Member] | Operating Segments [Member] | ||||
Disaggregation Of Revenue [Line Items] | ||||
Revenue from Contract with Customer, Excluding Assessed Tax | 179 | 127 | 440 | 368 |
North America [Member] | Operating Segments [Member] | ||||
Disaggregation Of Revenue [Line Items] | ||||
Revenue from Contract with Customer, Excluding Assessed Tax | 1,041 | 946 | 3,034 | 2,857 |
North America [Member] | Corporate, Non-Segment [Member] | ||||
Disaggregation Of Revenue [Line Items] | ||||
Revenue from Contract with Customer, Excluding Assessed Tax | 4 | 4 | 12 | 13 |
North America [Member] | HCB [Member] | Operating Segments [Member] | ||||
Disaggregation Of Revenue [Line Items] | ||||
Revenue from Contract with Customer, Excluding Assessed Tax | 482 | 466 | 1,431 | 1,395 |
North America [Member] | CRB [Member] | Operating Segments [Member] | ||||
Disaggregation Of Revenue [Line Items] | ||||
Revenue from Contract with Customer, Excluding Assessed Tax | 288 | 266 | 782 | 740 |
North America [Member] | IRR [Member] | Operating Segments [Member] | ||||
Disaggregation Of Revenue [Line Items] | ||||
Revenue from Contract with Customer, Excluding Assessed Tax | 88 | 83 | 369 | 341 |
North America [Member] | BDA [Member] | Operating Segments [Member] | ||||
Disaggregation Of Revenue [Line Items] | ||||
Revenue from Contract with Customer, Excluding Assessed Tax | 179 | 127 | 440 | 368 |
Great Britain [Member] | Operating Segments [Member] | ||||
Disaggregation Of Revenue [Line Items] | ||||
Revenue from Contract with Customer, Excluding Assessed Tax | 402 | 389 | 1,450 | 1,433 |
Great Britain [Member] | HCB [Member] | Operating Segments [Member] | ||||
Disaggregation Of Revenue [Line Items] | ||||
Revenue from Contract with Customer, Excluding Assessed Tax | 116 | 113 | 354 | 362 |
Great Britain [Member] | CRB [Member] | Operating Segments [Member] | ||||
Disaggregation Of Revenue [Line Items] | ||||
Revenue from Contract with Customer, Excluding Assessed Tax | 139 | 137 | 453 | 455 |
Great Britain [Member] | IRR [Member] | Operating Segments [Member] | ||||
Disaggregation Of Revenue [Line Items] | ||||
Revenue from Contract with Customer, Excluding Assessed Tax | 147 | 139 | 643 | 616 |
Western Europe [Member] | Operating Segments [Member] | ||||
Disaggregation Of Revenue [Line Items] | ||||
Revenue from Contract with Customer, Excluding Assessed Tax | 275 | 264 | 1,041 | 1,024 |
Western Europe [Member] | HCB [Member] | Operating Segments [Member] | ||||
Disaggregation Of Revenue [Line Items] | ||||
Revenue from Contract with Customer, Excluding Assessed Tax | 123 | 121 | 402 | 399 |
Western Europe [Member] | CRB [Member] | Operating Segments [Member] | ||||
Disaggregation Of Revenue [Line Items] | ||||
Revenue from Contract with Customer, Excluding Assessed Tax | 105 | 96 | 472 | 456 |
Western Europe [Member] | IRR [Member] | Operating Segments [Member] | ||||
Disaggregation Of Revenue [Line Items] | ||||
Revenue from Contract with Customer, Excluding Assessed Tax | 47 | 47 | 167 | 169 |
International [Member] | Operating Segments [Member] | ||||
Disaggregation Of Revenue [Line Items] | ||||
Revenue from Contract with Customer, Excluding Assessed Tax | 226 | 217 | 688 | 699 |
International [Member] | HCB [Member] | Operating Segments [Member] | ||||
Disaggregation Of Revenue [Line Items] | ||||
Revenue from Contract with Customer, Excluding Assessed Tax | 83 | 73 | 232 | 220 |
International [Member] | CRB [Member] | Operating Segments [Member] | ||||
Disaggregation Of Revenue [Line Items] | ||||
Revenue from Contract with Customer, Excluding Assessed Tax | 105 | 107 | 332 | 356 |
International [Member] | IRR [Member] | Operating Segments [Member] | ||||
Disaggregation Of Revenue [Line Items] | ||||
Revenue from Contract with Customer, Excluding Assessed Tax | $ 38 | $ 37 | $ 124 | $ 123 |
Revenue - Schedule of Contract
Revenue - Schedule of Contract Balances (Details) - USD ($) $ in Millions | Sep. 30, 2019 | Dec. 31, 2018 |
Revenue From Contract With Customer [Abstract] | ||
Billed Receivable, Current | $ 1,638 | $ 1,702 |
Unbilled Receivable, Current | 383 | 356 |
Contract asset, Current | 146 | 321 |
Accounts receivable, net | 2,167 | 2,379 |
Non-current accounts receivable, net | 20 | 20 |
Contract asset, Noncurrent | 20 | 3 |
Deferred revenue | $ 481 | $ 448 |
Revenue - Schedule of Contrac_2
Revenue - Schedule of Contract Balances (Parenthetical) (Details) - USD ($) $ in Millions | Sep. 30, 2019 | Dec. 31, 2018 |
Revenue From Contract With Customer [Abstract] | ||
Allowance for doubtful debts | $ 40 | $ 40 |
Revenue - Schedule of Remaining
Revenue - Schedule of Remaining Performance Obligations (Details1) $ in Millions | Sep. 30, 2019USD ($) |
Revenue From Contract With Customer [Abstract] | |
Revenue, Remaining Performance Obligation | $ 1,170 |
Revenue - Schedule of Remaini_2
Revenue - Schedule of Remaining Performance Obligations (Details) $ in Millions | Sep. 30, 2019USD ($) |
Revenue Remaining Performance Obligation Expected Timing Of Satisfaction [Line Items] | |
Revenue, Remaining Performance Obligation | $ 1,170 |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2019-10-01 | |
Revenue Remaining Performance Obligation Expected Timing Of Satisfaction [Line Items] | |
Revenue, Remaining Performance Obligation | $ 142 |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Period | 3 months |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2020-01-01 | |
Revenue Remaining Performance Obligation Expected Timing Of Satisfaction [Line Items] | |
Revenue, Remaining Performance Obligation | $ 426 |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Period | 1 year |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2021-01-01 | |
Revenue Remaining Performance Obligation Expected Timing Of Satisfaction [Line Items] | |
Revenue, Remaining Performance Obligation | $ 602 |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Period |
Segment Information - Narrative
Segment Information - Narrative (Details) | 9 Months Ended |
Sep. 30, 2019segment | |
Segment Reporting [Abstract] | |
Number of operating segments | 4 |
Number of reportable segments | 4 |
Segment Information - Revenue (
Segment Information - Revenue (Net of Reimbursable Expenses) of the Reported Segments (Details) - USD ($) $ in Millions | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2019 | Sep. 30, 2018 | Sep. 30, 2019 | Sep. 30, 2018 | |
Segment Reporting Information [Line Items] | ||||
Revenues | $ 1,989 | $ 1,859 | $ 6,349 | $ 6,141 |
Income from operations | 107 | 17 | 642 | 339 |
HCB [Member] | ||||
Segment Reporting Information [Line Items] | ||||
Revenues | 822 | 792 | 2,477 | 2,435 |
CRB [Member] | ||||
Segment Reporting Information [Line Items] | ||||
Revenues | 651 | 622 | 2,069 | 2,036 |
IRR [Member] | ||||
Segment Reporting Information [Line Items] | ||||
Revenues | 327 | 319 | 1,329 | 1,281 |
BDA [Member] | ||||
Segment Reporting Information [Line Items] | ||||
Revenues | 181 | 128 | 447 | 373 |
Operating Segments [Member] | ||||
Segment Reporting Information [Line Items] | ||||
Revenues | 1,962 | 1,844 | 6,265 | 6,070 |
Income from operations | 305 | 256 | 1,224 | 1,107 |
Operating Segments [Member] | HCB [Member] | ||||
Segment Reporting Information [Line Items] | ||||
Revenues | 807 | 778 | 2,433 | 2,390 |
Income from operations | 214 | 194 | 587 | 536 |
Operating Segments [Member] | CRB [Member] | ||||
Segment Reporting Information [Line Items] | ||||
Revenues | 651 | 622 | 2,069 | 2,036 |
Income from operations | 81 | 66 | 312 | 288 |
Operating Segments [Member] | IRR [Member] | ||||
Segment Reporting Information [Line Items] | ||||
Revenues | 325 | 317 | 1,323 | 1,276 |
Income from operations | 31 | 29 | 392 | 379 |
Operating Segments [Member] | BDA [Member] | ||||
Segment Reporting Information [Line Items] | ||||
Revenues | 179 | 127 | 440 | 368 |
Income from operations | $ (21) | $ (33) | $ (67) | $ (96) |
Segment Information - Reconcili
Segment Information - Reconciliation of Information Reported by Segment to Condensed Consolidated Statement of Comprehensive Income Amounts (Details) - USD ($) $ in Millions | 3 Months Ended | 9 Months Ended | |||
Sep. 30, 2019 | Sep. 30, 2018 | Sep. 30, 2019 | Sep. 30, 2018 | ||
Revenue: | |||||
Revenue | $ 1,989 | $ 1,859 | $ 6,349 | $ 6,141 | |
Income/(loss) from operations | 107 | 17 | 642 | 339 | |
Amortization | (118) | (127) | (368) | (408) | |
Interest expense | (62) | (51) | (172) | (154) | |
Other income, net | 55 | 70 | 177 | 189 | |
INCOME FROM OPERATIONS BEFORE INCOME TAXES | 100 | 36 | 647 | 374 | |
Operating Segments [Member] | |||||
Revenue: | |||||
Revenue | 1,962 | 1,844 | 6,265 | 6,070 | |
Income/(loss) from operations | 305 | 256 | 1,224 | 1,107 | |
Segment Reconciling Items [Member] | |||||
Revenue: | |||||
Revenue | 27 | 15 | 84 | 71 | |
Amortization | (118) | (127) | (368) | (408) | |
Transaction and integration expenses | (6) | (50) | (12) | (148) | |
Unallocated, net | [1] | (74) | (62) | (202) | (212) |
Interest expense | (62) | (51) | (172) | (154) | |
Other income, net | $ 55 | $ 70 | $ 177 | $ 189 | |
[1] | Includes certain costs, primarily related to corporate functions which are not directly related to the segments, and certain differences between budgeted expenses determined at the beginning of the year and actual expenses that we report for U.S. GAAP purposes. |
Income Taxes - Narrative (Detai
Income Taxes - Narrative (Details) - USD ($) $ in Millions | 3 Months Ended | 9 Months Ended | 12 Months Ended | ||
Sep. 30, 2019 | Sep. 30, 2018 | Sep. 30, 2019 | Sep. 30, 2018 | Dec. 31, 2018 | |
Operating Loss Carryforwards [Line Items] | |||||
Provision for/(benefit from) income taxes | $ 20 | $ (10) | $ 125 | $ 42 | |
Effective tax rate | 20.40% | (28.10%) | 19.30% | 11.30% | |
Liabilities for uncertain tax positions | $ 48 | $ 48 | |||
Minimum [Member] | |||||
Operating Loss Carryforwards [Line Items] | |||||
Expected decrease in liability for uncertain tax position | 1 | 1 | |||
Maximum [Member] | |||||
Operating Loss Carryforwards [Line Items] | |||||
Expected decrease in liability for uncertain tax position | 3 | 3 | |||
Internal Restructuring [Member] | |||||
Operating Loss Carryforwards [Line Items] | |||||
Foreign earnings that could have been repatriated | 2,100 | $ 2,100 | |||
Foreign withholding taxes and state income taxes | $ 11 | ||||
Permanently reinvested | $ 1,000 | $ 1,000 |
Goodwill and Other Intangible_3
Goodwill and Other Intangible Assets - Components of Goodwill (Details) $ in Millions | 9 Months Ended |
Sep. 30, 2019USD ($) | |
Goodwill [Roll Forward] | |
Goodwill, gross, beginning balance | $ 10,957 |
Accumulated impairment losses, beginning balance | (492) |
Goodwill, net, beginning balance | 10,465 |
Goodwill acquired during the period | 794 |
Goodwill disposed of during the period | (6) |
Acquisition accounting adjustment | 2 |
Foreign exchange | (68) |
Goodwill, gross, ending balance | 11,679 |
Accumulated impairment losses, ending balance | (492) |
Goodwill, net, ending balance | 11,187 |
HCB [Member] | |
Goodwill [Roll Forward] | |
Goodwill, gross, beginning balance | 4,300 |
Accumulated impairment losses, beginning balance | (130) |
Goodwill, net, beginning balance | 4,170 |
Goodwill acquired during the period | 0 |
Goodwill disposed of during the period | 0 |
Acquisition accounting adjustment | 0 |
Foreign exchange | (33) |
Goodwill, gross, ending balance | 4,267 |
Accumulated impairment losses, ending balance | (130) |
Goodwill, net, ending balance | 4,137 |
CRB [Member] | |
Goodwill [Roll Forward] | |
Goodwill, gross, beginning balance | 2,308 |
Accumulated impairment losses, beginning balance | (362) |
Goodwill, net, beginning balance | 1,946 |
Goodwill acquired during the period | 0 |
Goodwill disposed of during the period | (6) |
Acquisition accounting adjustment | 0 |
Foreign exchange | (28) |
Goodwill, gross, ending balance | 2,274 |
Accumulated impairment losses, ending balance | (362) |
Goodwill, net, ending balance | 1,912 |
IRR [Member] | |
Goodwill [Roll Forward] | |
Goodwill, gross, beginning balance | 1,792 |
Accumulated impairment losses, beginning balance | 0 |
Goodwill, net, beginning balance | 1,792 |
Goodwill acquired during the period | 9 |
Goodwill disposed of during the period | 0 |
Acquisition accounting adjustment | 2 |
Foreign exchange | (7) |
Goodwill, gross, ending balance | 1,796 |
Accumulated impairment losses, ending balance | 0 |
Goodwill, net, ending balance | 1,796 |
BDA [Member] | |
Goodwill [Roll Forward] | |
Goodwill, gross, beginning balance | 2,557 |
Accumulated impairment losses, beginning balance | 0 |
Goodwill, net, beginning balance | 2,557 |
Goodwill acquired during the period | 785 |
Goodwill disposed of during the period | 0 |
Acquisition accounting adjustment | 0 |
Foreign exchange | 0 |
Goodwill, gross, ending balance | 3,342 |
Accumulated impairment losses, ending balance | 0 |
Goodwill, net, ending balance | $ 3,342 |
Goodwill and Other Intangible_4
Goodwill and Other Intangible Assets - Finite-Lived Intangible Assets and Liabilities (Details) - USD ($) $ in Millions | 3 Months Ended | 9 Months Ended | ||||
Sep. 30, 2019 | Sep. 30, 2018 | Sep. 30, 2019 | Sep. 30, 2018 | Dec. 31, 2018 | ||
Finite-lived Intangible Assets [Roll Forward] | ||||||
Balance at December 31, 2018 | $ 3,318 | |||||
ASC 842 reclassification | [1] | (9) | ||||
Intangible assets acquired | [2] | 659 | ||||
Intangible assets disposed | (9) | |||||
Amortization | $ (118) | $ (127) | (368) | $ (408) | ||
Foreign exchange | (30) | |||||
Balance at September 30, 2019 | 3,561 | 3,561 | ||||
Finite-lived intangible assets, gross carrying amount | 5,890 | 5,890 | $ 5,318 | |||
Finite-lived intangible assets, accumulated amortization | (2,329) | (2,329) | (2,000) | |||
Finite-lived intangible liabilities, gross carrying amount | 0 | 0 | 34 | |||
Finite-lived intangible liabilities, accumulated amortization | 0 | 0 | (13) | |||
Client relationships [Member] | ||||||
Finite-lived Intangible Assets [Roll Forward] | ||||||
Balance at December 31, 2018 | 1,986 | |||||
ASC 842 reclassification | [1] | 0 | ||||
Intangible assets acquired | [2] | 625 | ||||
Intangible assets disposed | (8) | |||||
Amortization | (235) | |||||
Foreign exchange | (20) | |||||
Balance at September 30, 2019 | 2,348 | 2,348 | ||||
Finite-lived intangible assets, gross carrying amount | 3,972 | 3,972 | 3,401 | |||
Finite-lived intangible assets, accumulated amortization | (1,624) | (1,624) | (1,415) | |||
Management contracts [Member] | ||||||
Finite-lived Intangible Assets [Roll Forward] | ||||||
Balance at December 31, 2018 | 48 | |||||
ASC 842 reclassification | [1] | 0 | ||||
Intangible assets acquired | [2] | 0 | ||||
Intangible assets disposed | 0 | |||||
Amortization | (2) | |||||
Foreign exchange | (4) | |||||
Balance at September 30, 2019 | 42 | 42 | ||||
Finite-lived intangible assets, gross carrying amount | 57 | 57 | 63 | |||
Finite-lived intangible assets, accumulated amortization | (15) | (15) | (15) | |||
Software [Member] | ||||||
Finite-lived Intangible Assets [Roll Forward] | ||||||
Balance at December 31, 2018 | 328 | |||||
ASC 842 reclassification | [1] | 0 | ||||
Intangible assets acquired | [2] | 0 | ||||
Intangible assets disposed | (1) | |||||
Amortization | (95) | |||||
Foreign exchange | (1) | |||||
Balance at September 30, 2019 | 231 | 231 | ||||
Finite-lived intangible assets, gross carrying amount | 743 | 743 | 749 | |||
Finite-lived intangible assets, accumulated amortization | (512) | (512) | (421) | |||
Trademark and trade name [Member] | ||||||
Finite-lived Intangible Assets [Roll Forward] | ||||||
Balance at December 31, 2018 | 920 | |||||
ASC 842 reclassification | [1] | 0 | ||||
Intangible assets acquired | [2] | 0 | ||||
Intangible assets disposed | 0 | |||||
Amortization | (33) | |||||
Foreign exchange | (3) | |||||
Balance at September 30, 2019 | 884 | 884 | ||||
Finite-lived intangible assets, gross carrying amount | 1,050 | 1,050 | 1,052 | |||
Finite-lived intangible assets, accumulated amortization | (166) | (166) | (132) | |||
Product and domain name [Member] | ||||||
Finite-lived Intangible Assets [Roll Forward] | ||||||
Balance at December 31, 2018 | 27 | |||||
ASC 842 reclassification | [1] | 0 | ||||
Intangible assets acquired | [2] | 34 | ||||
Intangible assets disposed | 0 | |||||
Amortization | (3) | |||||
Foreign exchange | (2) | |||||
Balance at September 30, 2019 | 56 | 56 | ||||
Finite-lived intangible assets, gross carrying amount | 68 | 68 | 36 | |||
Finite-lived intangible assets, accumulated amortization | (12) | (12) | (9) | |||
Favorable agreements [Member] | ||||||
Finite-lived Intangible Assets [Roll Forward] | ||||||
Balance at December 31, 2018 | 9 | |||||
ASC 842 reclassification | [1] | (9) | ||||
Intangible assets acquired | [2] | 0 | ||||
Intangible assets disposed | 0 | |||||
Amortization | 0 | |||||
Foreign exchange | 0 | |||||
Balance at September 30, 2019 | 0 | 0 | ||||
Finite-lived intangible assets, gross carrying amount | [3] | 0 | 0 | 14 | ||
Finite-lived intangible assets, accumulated amortization | [3] | 0 | 0 | (5) | ||
Other Intangible Assets | ||||||
Finite-lived Intangible Assets [Roll Forward] | ||||||
Finite-lived intangible assets, gross carrying amount | 0 | 0 | 3 | |||
Finite-lived intangible assets, accumulated amortization | 0 | 0 | (3) | |||
Unfavorable agreements [Member] | ||||||
Finite-lived Intangible Assets [Roll Forward] | ||||||
Finite-lived intangible liabilities, gross carrying amount | [3] | 0 | 0 | 34 | ||
Finite-lived intangible liabilities, accumulated amortization | [3] | $ 0 | $ 0 | $ (13) | ||
[1] | On January 1, 2019, in accordance with ASC 842, we reclassified our favorable lease agreement assets to right-of-use assets within our condensed consolidated balance sheet. | |||||
[2] | Includes $612 million and $34 million of client relationship and domain name intangible assets, respectively, associated with our acquisition of TRANZACT. | |||||
[3] | On January 1, 2019, in accordance with ASC 842, we reclassified our favorable lease agreement assets and unfavorable lease agreement liabilities to right-of-use assets and as reductions to right-of-use assets, respectively, within our condensed consolidated balance sheet. |
Goodwill and Other Intangible_5
Goodwill and Other Intangible Assets - Finite-Lived Intangible Assets and Liabilities (Parenthetical) (Details) - USD ($) $ in Millions | Jul. 30, 2019 | Sep. 30, 2019 | |
Finite Lived Intangible Assets [Line Items] | |||
Intangible assets acquired | [1] | $ 659 | |
Client relationships [Member] | |||
Finite Lived Intangible Assets [Line Items] | |||
Intangible assets acquired | [1] | 625 | |
Client relationships [Member] | TRANZACT Acquisition [Member] | |||
Finite Lived Intangible Assets [Line Items] | |||
Intangible assets acquired | $ 612 | 612 | |
Product and domain name [Member] | |||
Finite Lived Intangible Assets [Line Items] | |||
Intangible assets acquired | [1] | 34 | |
Product and domain name [Member] | TRANZACT Acquisition [Member] | |||
Finite Lived Intangible Assets [Line Items] | |||
Intangible assets acquired | $ 34 | ||
[1] | Includes $612 million and $34 million of client relationship and domain name intangible assets, respectively, associated with our acquisition of TRANZACT. |
Goodwill and Other Intangible_6
Goodwill and Other Intangible Assets - Narrative (Details) - USD ($) $ in Millions | 3 Months Ended | 9 Months Ended | |||
Sep. 30, 2019 | Sep. 30, 2018 | Sep. 30, 2019 | Sep. 30, 2018 | Dec. 31, 2018 | |
Finite-lived Intangible Assets [Roll Forward] | |||||
Amortization | $ (118) | $ (127) | $ (368) | $ (408) | |
Acquired unfavorable lease agreement liabilities, net | $ 21 | ||||
Weighted average remaining life of amortizable intangible assets | 13 years 10 months 24 days |
Goodwill and Other Intangible_7
Goodwill and Other Intangible Assets - Schedule of Future Amortization Expense (Details) - USD ($) $ in Millions | Sep. 30, 2019 | Dec. 31, 2018 |
Finite-Lived Intangible Assets, Amortization Expense, Maturity Schedule [Abstract] | ||
Remainder of 2019 | $ 119 | |
2020 | 447 | |
2021 | 372 | |
2022 | 313 | |
2023 | 265 | |
Thereafter | 2,045 | |
Total | $ 3,561 | $ 3,318 |
Derivative Financial Instrume_3
Derivative Financial Instruments (Details) - USD ($) $ in Millions | 3 Months Ended | 9 Months Ended | |||
Sep. 30, 2019 | Sep. 30, 2018 | Sep. 30, 2019 | Sep. 30, 2018 | Dec. 31, 2018 | |
Derivative [Line Items] | |||||
Loss on derivatives to be reclassified within the next twelve months | $ (14) | ||||
Maximum [Member] | |||||
Derivative [Line Items] | |||||
Longest outstanding maturity | 1 year 8 months 12 days | ||||
Not Designated as Hedging Instrument [Member] | Foreign exchange contracts [Member] | |||||
Derivative [Line Items] | |||||
Derivative, notional amount | $ 879 | $ 879 | $ 909 | ||
Derivative asset, fair value | 5 | 5 | 3 | ||
Not Designated as Hedging Instrument [Member] | Foreign exchange contracts [Member] | Other income, net [Member] | |||||
Derivative [Line Items] | |||||
Gain/(loss) recognized in income | 6 | $ (1) | 2 | $ (4) | |
Cash Flow Hedging | Designated as Hedging Instrument | Foreign exchange contracts [Member] | |||||
Derivative [Line Items] | |||||
Derivative, notional amount | 474 | 474 | 438 | ||
Derivative liability, fair value | 18 | 18 | $ 15 | ||
Loss recognized in OCI (effective element) | (8) | (5) | (10) | (14) | |
Loss reclassified from Accumulated OCL into income (effective element) | (2) | (6) | (8) | (24) | |
Cash Flow Hedging | Designated as Hedging Instrument | Foreign exchange contracts [Member] | Revenue [Member] | |||||
Derivative [Line Items] | |||||
Loss reclassified from Accumulated OCL into income (effective element) | (1) | (3) | |||
Cash Flow Hedging | Designated as Hedging Instrument | Foreign exchange contracts [Member] | Salaries and Benfits [Member] | |||||
Derivative [Line Items] | |||||
Loss reclassified from Accumulated OCL into income (effective element) | $ (1) | $ (5) | |||
Cash Flow Hedging | Designated as Hedging Instrument | Foreign exchange contracts [Member] | Other Income, Net [Member] | |||||
Derivative [Line Items] | |||||
Loss reclassified from Accumulated OCL into income (effective element) | $ (6) | $ (24) |
Debt - Schedule of Current and
Debt - Schedule of Current and Long-term Debt (Details) € in Millions | 9 Months Ended | 12 Months Ended | ||||
Sep. 30, 2019USD ($) | Dec. 31, 2018USD ($) | Sep. 30, 2019EUR (€) | ||||
Debt Instrument [Line Items] | ||||||
Current debt | $ 484,000,000 | $ 186,000,000 | ||||
Long-term debt, excluding current maturities | 5,381,000,000 | 4,389,000,000 | ||||
Term loan due 2020 [Member] | ||||||
Debt Instrument [Line Items] | ||||||
Current debt | 463,000,000 | 0 | ||||
7.000% senior notes due 2019 [Member] | ||||||
Debt Instrument [Line Items] | ||||||
Current debt | $ 0 | $ 186,000,000 | ||||
Stated interest rate | 7.00% | 7.00% | 7.00% | |||
Debt instrument maturity year | 2019 | 2019 | ||||
Collateralized Facility [Member] | ||||||
Debt Instrument [Line Items] | ||||||
Current portion of long term debt | $ 21,000,000 | $ 0 | ||||
Long-term debt, excluding current maturities | 69,000,000 | 0 | ||||
Revolving 1.25 Billion Dollar Credit Facility [Member] | Revolving Credit Facility [Member] | ||||||
Debt Instrument [Line Items] | ||||||
Long-term debt, excluding current maturities | 90,000,000 | 130,000,000 | ||||
Maximum borrowing capacity | 1,250,000,000 | |||||
5.750% senior notes due 2021 [Member] | ||||||
Debt Instrument [Line Items] | ||||||
Long-term debt, excluding current maturities | $ 498,000,000 | $ 498,000,000 | ||||
Stated interest rate | 5.75% | 5.75% | 5.75% | |||
Debt instrument maturity year | 2021 | 2021 | ||||
3.500% senior notes due 2021 [Member] | ||||||
Debt Instrument [Line Items] | ||||||
Long-term debt, excluding current maturities | $ 448,000,000 | $ 448,000,000 | ||||
Stated interest rate | 3.50% | 3.50% | 3.50% | |||
Debt instrument maturity year | 2021 | 2021 | ||||
2.125% senior notes due 2022 [Member] | ||||||
Debt Instrument [Line Items] | ||||||
Long-term debt, excluding current maturities | $ 587,000,000 | [1] | $ 615,000,000 | [1] | € 540 | |
Stated interest rate | [1] | 2.125% | 2.125% | 2.125% | ||
Debt instrument maturity year | [1] | 2022 | 2022 | |||
4.625% senior notes due 2023 [Member] | ||||||
Debt Instrument [Line Items] | ||||||
Long-term debt, excluding current maturities | $ 248,000,000 | $ 248,000,000 | ||||
Stated interest rate | 4.625% | 4.625% | 4.625% | |||
Debt instrument maturity year | 2023 | 2023 | ||||
3.600% senior notes due 2024 [Member] | ||||||
Debt Instrument [Line Items] | ||||||
Long-term debt, excluding current maturities | $ 646,000,000 | $ 645,000,000 | ||||
Stated interest rate | 3.60% | 3.60% | 3.60% | |||
Debt instrument maturity year | 2024 | 2024 | ||||
4.400% senior notes due 2026 [Member] | ||||||
Debt Instrument [Line Items] | ||||||
Long-term debt, excluding current maturities | $ 546,000,000 | $ 544,000,000 | ||||
Stated interest rate | 4.40% | 4.40% | 4.40% | |||
Debt instrument maturity year | 2026 | 2026 | ||||
4.500% senior notes due 2028 [Member] | ||||||
Debt Instrument [Line Items] | ||||||
Long-term debt, excluding current maturities | $ 595,000,000 | $ 595,000,000 | ||||
Stated interest rate | 4.50% | 4.50% | 4.50% | |||
Debt instrument maturity year | 2028 | 2028 | ||||
2.950% senior notes due 2029 [Member] | ||||||
Debt Instrument [Line Items] | ||||||
Long-term debt, excluding current maturities | $ 446,000,000 | $ 0 | ||||
Stated interest rate | 2.95% | 2.95% | 2.95% | |||
Debt instrument maturity year | 2029 | 2029 | ||||
6.125% senior notes due 2043 [Member] | ||||||
Debt Instrument [Line Items] | ||||||
Long-term debt, excluding current maturities | $ 271,000,000 | $ 271,000,000 | ||||
Stated interest rate | 6.125% | 6.125% | 6.125% | |||
Debt instrument maturity year | 2043 | 2043 | ||||
5.050% senior notes due 2048 [Member] | ||||||
Debt Instrument [Line Items] | ||||||
Long-term debt, excluding current maturities | $ 395,000,000 | $ 395,000,000 | ||||
Stated interest rate | 5.05% | 5.05% | 5.05% | |||
Debt instrument maturity year | 2048 | 2048 | ||||
3.875% senior notes due 2049 [Member] | ||||||
Debt Instrument [Line Items] | ||||||
Long-term debt, excluding current maturities | $ 542,000,000 | $ 0 | ||||
Stated interest rate | 3.875% | 3.875% | 3.875% | |||
Debt instrument maturity year | 2049 | 2049 | ||||
[1] | Notes issued in Euro (€540 million) |
Debt - Narrative (Details)
Debt - Narrative (Details) - USD ($) | Sep. 10, 2019 | Sep. 30, 2019 | Sep. 30, 2019 | Sep. 30, 2019 | Jul. 30, 2019 | Dec. 31, 2018 |
Debt Instrument [Line Items] | ||||||
Debt instrument, term | 1 year | |||||
Senior Notes [Member] | ||||||
Debt Instrument [Line Items] | ||||||
Description of interest accrual date | Interest accrues on both the 2029 senior notes and 2049 senior notes from September 10, 2019 and will be paid in cash on March 15 and September 15 of each year, commencing on March 15, 2020. | |||||
Proceeds from Debt, Net of Issuance Costs | $ 988,000,000 | |||||
2.950% senior notes due 2029 [Member] | ||||||
Debt Instrument [Line Items] | ||||||
Stated interest rate | 2.95% | 2.95% | 2.95% | 2.95% | ||
2.950% senior notes due 2029 [Member] | Senior Notes [Member] | ||||||
Debt Instrument [Line Items] | ||||||
Debt instrument, face amount | $ 450,000,000 | |||||
Stated interest rate | 2.95% | |||||
Effective interest rate (as a percent) | 2.971% | |||||
Maturity date | Sep. 15, 2029 | |||||
3.875% senior notes due 2049 [Member] | ||||||
Debt Instrument [Line Items] | ||||||
Stated interest rate | 3.875% | 3.875% | 3.875% | 3.875% | ||
3.875% senior notes due 2049 [Member] | Senior Notes [Member] | ||||||
Debt Instrument [Line Items] | ||||||
Debt instrument, face amount | $ 550,000,000 | |||||
Stated interest rate | 3.875% | |||||
Effective interest rate (as a percent) | 3.898% | |||||
Maturity date | Sep. 15, 2049 | |||||
7.000% senior notes due 2019 [Member] | ||||||
Debt Instrument [Line Items] | ||||||
Stated interest rate | 7.00% | 7.00% | 7.00% | 7.00% | ||
7.000% senior notes due 2019 [Member] | Senior Notes [Member] | ||||||
Debt Instrument [Line Items] | ||||||
Stated interest rate | 7.00% | 7.00% | 7.00% | |||
Debt repaid in full | $ 187,000,000 | |||||
One Year Term Loan [Member] | ||||||
Debt Instrument [Line Items] | ||||||
Debt instrument, term | 1 year | |||||
Debt Instrument, Interest Rate Terms | Amounts outstanding under the term loan shall bear interest, at the option of the borrowers, at a rate equal to (a) LIBOR plus 0.75% to 1.375% for Eurocurrency Rate Loans or (b) the highest of (i) the Federal Funds Rate plus 0.5%, (ii) the ‘prime rate’ quoted by Bank of America, N.A., and (iii) LIBOR plus 1.00%, plus 0.00% to 0.375%, | |||||
Debt Instrument Commitment Fee Percentage | 0.15% | 0.15% | 0.15% | |||
One Year Term Loan [Member] | Federal Funds Effective Swap Rate [Member] | ||||||
Debt Instrument [Line Items] | ||||||
Debt Instrument, Basis Spread on Variable Rate | 0.50% | |||||
One Year Term Loan [Member] | London Interbank Offered Rate (LIBOR) [Member] | ||||||
Debt Instrument [Line Items] | ||||||
Debt Instrument, Basis Spread on Variable Rate | 1.00% | |||||
One Year Term Loan [Member] | Maximum [Member] | ||||||
Debt Instrument [Line Items] | ||||||
Debt instrument, face amount | $ 1,100,000,000 | $ 1,100,000,000 | $ 1,100,000,000 | |||
One Year Term Loan [Member] | Maximum [Member] | EURO-Denominated [Member] | ||||||
Debt Instrument [Line Items] | ||||||
Debt Instrument, Basis Spread on Variable Rate | 1.375% | |||||
One Year Term Loan [Member] | Maximum [Member] | London Interbank Offered Rate (LIBOR) [Member] | ||||||
Debt Instrument [Line Items] | ||||||
Debt Instrument Additional Basis Spread On Variable Rate1 | 0.375% | |||||
One Year Term Loan [Member] | Minimum [Member] | EURO-Denominated [Member] | ||||||
Debt Instrument [Line Items] | ||||||
Debt Instrument, Basis Spread on Variable Rate | 0.75% | |||||
One Year Term Loan [Member] | Minimum [Member] | London Interbank Offered Rate (LIBOR) [Member] | ||||||
Debt Instrument [Line Items] | ||||||
Debt Instrument Additional Basis Spread On Variable Rate1 | 0.00% | |||||
Tranzact Collateralized Facility [Member] | ||||||
Debt Instrument [Line Items] | ||||||
Maturity date | Jan. 31, 2033 | |||||
Assumed debt related to borrowings | $ 91,000,000 | |||||
Post-acquisition borrowings | 0 | $ 0 | $ 0 | |||
Renewal commissions receivable pledged as collateral | 134,000,000 | 134,000,000 | $ 134,000,000 | |||
Debt instrument, covenant compliance | At September 30, 2019 and December 31, 2018, we were in compliance with all financial covenants. | |||||
Tranzact Collateralized Facility [Member] | London Interbank Offered Rate (LIBOR) [Member] | ||||||
Debt Instrument [Line Items] | ||||||
Debt Instrument, Basis Spread on Variable Rate | 3.95% | |||||
Revolving Credit Facility [Member] | Revolving 1.25 Billion Dollar Credit Facility [Member] | ||||||
Debt Instrument [Line Items] | ||||||
Maximum borrowing capacity | $ 1,250,000,000 | $ 1,250,000,000 | $ 1,250,000,000 |
Fair Value Measurements - Sched
Fair Value Measurements - Schedule of Assets and Liabilities Measured at Fair Value on Recurring Basis (Details) $ in Millions | Sep. 30, 2019USD ($) | Dec. 31, 2018USD ($) | |
Contingent consideration [Member] | Fair Value Inputs, Discount Rate [Member] | |||
Liabilities: | |||
Fair value inputs, weighted-average discount rate | 12.20 | 9.92 | |
Recurring [Member] | |||
Assets: | |||
Mutual funds / exchange traded funds | $ 19 | $ 18 | |
Derivative financial instruments | [1] | 9 | 5 |
Liabilities: | |||
Contingent consideration | [2] | 9 | 51 |
Derivative financial instruments | [1] | 22 | 17 |
Recurring [Member] | Level 1 [Member] | |||
Assets: | |||
Mutual funds / exchange traded funds | 19 | 18 | |
Derivative financial instruments | [1] | 0 | 0 |
Liabilities: | |||
Contingent consideration | [2] | 0 | 0 |
Derivative financial instruments | [1] | 0 | 0 |
Recurring [Member] | Level 2 [Member] | |||
Assets: | |||
Mutual funds / exchange traded funds | 0 | 0 | |
Derivative financial instruments | [1] | 9 | 5 |
Liabilities: | |||
Contingent consideration | [2] | 0 | 0 |
Derivative financial instruments | [1] | 22 | 17 |
Recurring [Member] | Level 3 [Member] | |||
Assets: | |||
Mutual funds / exchange traded funds | 0 | 0 | |
Derivative financial instruments | [1] | 0 | 0 |
Liabilities: | |||
Contingent consideration | [2] | 9 | 51 |
Derivative financial instruments | [1] | $ 0 | $ 0 |
[1] | See Note 8 — Derivative Financial Instruments for further information on our derivative investments. | ||
[2] | Probability weightings are based on our knowledge of the past and planned performance of the acquired entity to which the contingent consideration applies. The weighted-average discount rates used on our material contingent consideration calculations were 12.20% and 9.92% at September 30, 2019 and December 31, 2018, respectively. Using different probability weightings and discount rates could result in an increase or decrease of the contingent consideration payable. |
Fair Value Measurements - Fair
Fair Value Measurements - Fair Value Liabilities Measured Using Significant Unobservable Inputs Level 3 (Details) $ in Millions | 9 Months Ended |
Sep. 30, 2019USD ($) | |
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward] | |
Balance as of beginning of period | $ 51 |
Obligations assumed | 8 |
Payments | (46) |
Realized and unrealized gains | (5) |
Foreign exchange | 1 |
Balance as of end of period | $ 9 |
Fair Value Measurements - Narra
Fair Value Measurements - Narrative (Details) | 9 Months Ended |
Sep. 30, 2019USD ($) | |
Fair Value Disclosures [Abstract] | |
Fair value significant transfers between Levels 1, 2 or 3 | $ 0 |
Fair Value Measurements - Sch_2
Fair Value Measurements - Schedule of Liabilities Whose Carrying Values Differ From the Fair Value and are Not Measured on a Recurring Basis (Details) - USD ($) $ in Millions | Sep. 30, 2019 | Dec. 31, 2018 |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Current debt | $ 484 | $ 186 |
Long-term debt | 5,381 | 4,389 |
Carrying Value [Member] | Nonrecurring [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Current debt | 484 | 186 |
Long-term debt | 5,381 | 4,389 |
Fair Value [Member] | Nonrecurring [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Current debt | 488 | 191 |
Long-term debt | $ 5,764 | $ 4,458 |
Retirement Benefits - Narrative
Retirement Benefits - Narrative (Details) - USD ($) | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2019 | Sep. 30, 2018 | Sep. 30, 2019 | Sep. 30, 2018 | |
Defined Benefit Plan Disclosure [Line Items] | ||||
Portion of pension and OPEB obligation attributed to disclosed plans (as a percent) | 99.00% | |||
Defined contribution plan, employer contribution | $ 37,000,000 | $ 28,000,000 | $ 115,000,000 | $ 117,000,000 |
Pension Plan [Member] | UNITED STATES [Member] | ||||
Defined Benefit Plan Disclosure [Line Items] | ||||
Defined benefit pension plans, employer contributions | 60,000,000 | |||
Defined benefit plan, estimated future employer additional contributions, remainder of fiscal year | 0 | 0 | ||
Pension Plan [Member] | UNITED KINGDOM [Member] | ||||
Defined Benefit Plan Disclosure [Line Items] | ||||
Defined benefit pension plans, employer contributions | 54,000,000 | |||
Defined benefit plan, estimated future employer additional contributions, remainder of fiscal year | 21,000,000 | 21,000,000 | ||
Pension Plan [Member] | Other Foreign Plans [Member] | ||||
Defined Benefit Plan Disclosure [Line Items] | ||||
Defined benefit pension plans, employer contributions | 20,000,000 | |||
Defined benefit plan, estimated future employer additional contributions, remainder of fiscal year | $ 3,000,000 | $ 3,000,000 |
Retirement Benefits - Net Perio
Retirement Benefits - Net Periodic Benefit Cost (Details) - USD ($) $ in Millions | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2019 | Sep. 30, 2018 | Sep. 30, 2019 | Sep. 30, 2018 | |
Pension Plan [Member] | UNITED STATES [Member] | ||||
Defined Benefit Plan Disclosure [Line Items] | ||||
Service cost | $ 17 | $ 17 | $ 49 | $ 50 |
Interest cost | 39 | 35 | 118 | 105 |
Expected return on plan assets | (63) | (68) | (190) | (205) |
Settlement | 0 | 0 | 0 | 0 |
Amortization of net loss | 4 | 3 | 14 | 9 |
Amortization of prior service credit | 0 | 0 | 0 | 0 |
Net periodic benefit (income)/cost | (3) | (13) | (9) | (41) |
Pension Plan [Member] | UNITED KINGDOM [Member] | ||||
Defined Benefit Plan Disclosure [Line Items] | ||||
Service cost | 3 | 4 | 10 | 14 |
Interest cost | 23 | 24 | 70 | 72 |
Expected return on plan assets | (59) | (72) | (184) | (227) |
Settlement | 0 | 12 | 0 | 32 |
Amortization of net loss | 5 | 10 | 15 | 34 |
Amortization of prior service credit | (4) | (4) | (12) | (14) |
Net periodic benefit (income)/cost | (32) | (26) | (101) | (89) |
Pension Plan [Member] | Other Foreign Plans [Member] | ||||
Defined Benefit Plan Disclosure [Line Items] | ||||
Service cost | 5 | 6 | 15 | 16 |
Interest cost | 5 | 4 | 14 | 13 |
Expected return on plan assets | (7) | (8) | (22) | (23) |
Settlement | 1 | (14) | 1 | (14) |
Amortization of net loss | 1 | 0 | 2 | 1 |
Amortization of prior service credit | 0 | 0 | 0 | 0 |
Net periodic benefit (income)/cost | 5 | (12) | 10 | (7) |
PRW [Member] | ||||
Defined Benefit Plan Disclosure [Line Items] | ||||
Service cost | 0 | 0 | 0 | 0 |
Interest cost | 0 | 1 | 2 | 3 |
Expected return on plan assets | 0 | 0 | 0 | 0 |
Settlement | 0 | 0 | 0 | 0 |
Amortization of net loss | 1 | 1 | 1 | 1 |
Amortization of prior service credit | (1) | 0 | (3) | 0 |
Net periodic benefit (income)/cost | $ 0 | $ 2 | $ 0 | $ 4 |
Leases - Narrative (Details)
Leases - Narrative (Details) - USD ($) | Jan. 01, 2019 | Sep. 30, 2018 | Sep. 30, 2019 | Sep. 30, 2018 | Dec. 31, 2018 |
Leases [Line Items] | |||||
Additional lease liabilities | $ 1,200,000,000 | $ 1,108,000,000 | $ 1,149,000,000 | ||
Right-of-use asset | 1,000,000,000 | 959,000,000 | $ 0 | ||
Deferred tax assets | 252,000,000 | ||||
Deferred tax liabilities | 252,000,000 | ||||
Adjustment of retained earnings | $ 0 | ||||
Rent expense, net of sublease income | $ 58,000,000 | $ 186,000,000 | |||
Non-cash additions to operating lease ROU assets | 99,000,000 | ||||
Modifications [Member] | |||||
Leases [Line Items] | |||||
Non-cash additions to operating lease ROU assets | 66,000,000 | ||||
TRANZACT Acquisition [Member] | |||||
Leases [Line Items] | |||||
Non-cash additions to operating lease ROU assets | $ 19,000,000 |
Leases - Schedule of Lease (Det
Leases - Schedule of Lease (Details) - USD ($) $ in Millions | Sep. 30, 2019 | Jan. 01, 2019 | Dec. 31, 2018 |
Leases [Abstract] | |||
Right-of-use assets | $ 959 | $ 1,000 | $ 0 |
Operating Lease, Current lease liabilities | 151 | 0 | |
Operating Lease, Long-term lease liabilities | 957 | 0 | |
Finance Lease, Right-of-use assets | 10 | ||
Finance Lease, Current lease liabilities | 3 | ||
Finance Lease, Long-term lease liabilities | 23 | $ 26 | |
Total Right-of-use assets | 969 | ||
Total Current lease liabilities | 154 | ||
Total Long-term lease liabilities | $ 980 |
Leases - Schedule of Amount Rec
Leases - Schedule of Amount Recorded in Condensed Consolidated Statement of Comprehensive Income (Details) - USD ($) $ in Millions | 3 Months Ended | 9 Months Ended |
Sep. 30, 2019 | Sep. 30, 2019 | |
Finance lease cost: | ||
Amortization of right-of-use assets | $ 1 | $ 2 |
Interest on lease liabilities | 1 | 3 |
Operating lease cost | 45 | 139 |
Short-term lease cost | 1 | 1 |
Variable lease cost | 13 | 43 |
Sublease income | (3) | (11) |
Total lease cost, net | $ 58 | $ 177 |
Leases -Schedule of Cash Paid i
Leases -Schedule of Cash Paid in the Measurement of Lease Liabilities (Details) $ in Millions | 9 Months Ended |
Sep. 30, 2019USD ($) | |
Cash flows from operating activities: | |
Operating leases | $ 154 |
Cash flows used in financing activities: | |
Finance leases | 4 |
Total lease payments | $ 158 |
Leases - Schedule of Weighted A
Leases - Schedule of Weighted Average Term and Discount Rates (Details) | Sep. 30, 2019 |
Leases [Abstract] | |
Operating Leases, Weighted-average remaining term (in years) | 8 years 10 months 24 days |
Operating Leases, Weighted-average discount rate | 3.60% |
Finance Leases, Weighted-average remaining term (in years) | 6 years 3 months 18 days |
Finance Leases, Weighted-average discount rate | 12.90% |
Leases - Schedule of Maturity o
Leases - Schedule of Maturity of Operating and Finance Leases Liabilities (Details) - USD ($) $ in Millions | Sep. 30, 2019 | Jan. 01, 2019 | Dec. 31, 2018 |
Operating Leases [Abstract] | |||
Operating Lease, Remainder of 2019 | $ 50 | ||
Operating Leases, 2019 | $ 197 | ||
Operating Lease, 2020 | 182 | 180 | |
Operating Lease, 2021 | 162 | 159 | |
Operating Lease, 2022 | 147 | 142 | |
Operating Lease, 2023 | 137 | 131 | |
Operating Lease, Thereafter | 624 | 542 | |
Operating Lease, Total future lease payments | 1,302 | 1,351 | |
Operating Lease, Interest | (194) | (202) | |
Operating Lease, Total lease liabilities | 1,108 | $ 1,200 | 1,149 |
Finance Leases [Abstract] | |||
Finance Lease, Remainder of 2019 | 1 | ||
Finance Lease, 2019 | 5 | ||
Finance Lease, 2020 | 6 | 6 | |
Finance Lease, 2021 | 6 | 6 | |
Finance Lease, 2022 | 6 | 6 | |
Finance Lease, 2023 | 6 | 6 | |
Finance Lease, Thereafter | 13 | 14 | |
Finance Lease, Total future lease payments | 38 | 43 | |
Finance Lease, Interest | (12) | (14) | |
Finance Lease, Total lease liabilities | 26 | 29 | |
Leases Liabilities Due [Abstract] | |||
Total Lease, Remainder of 2019 | 51 | ||
Total Lease, 2019 | 202 | ||
Total Lease, 2020 | 188 | 186 | |
Total Lease, 2021 | 168 | 165 | |
Total Lease, 2022 | 153 | 148 | |
Total Lease, 2023 | 143 | 137 | |
Total Lease, Thereafter | 637 | 556 | |
Total Lease, Total future lease payments | 1,340 | 1,394 | |
Total Lease, Interest | (206) | (216) | |
Total Lease, Total lease liabilities | $ 1,134 | $ 1,178 |
Commitments and Contingencies -
Commitments and Contingencies - Narrative (Details) | Oct. 18, 2018lawsuit | Mar. 09, 2018lawsuit | Mar. 08, 2018lawsuit | Feb. 27, 2018lawsuit | Nov. 21, 2017lawsuit | Sep. 12, 2016USD ($)plaintiff | Aug. 05, 2016USD ($)plaintiff | Mar. 31, 2016USD ($) | Jul. 21, 2015 | Jul. 15, 2015 | Oct. 01, 2013USD ($) | Jun. 20, 2013lawsuit | Jun. 11, 2013lawsuit | Jun. 03, 2013lawsuit | Feb. 14, 2013USD ($)lawsuitplaintiff | Feb. 08, 2013USD ($)plaintiff | Apr. 01, 2011USD ($) | Mar. 11, 2011USD ($)plaintiff | Sep. 16, 2010USD ($)plaintiff | Sep. 14, 2009USD ($)plaintiff | Aug. 06, 2009USD ($) | Mar. 31, 2016USD ($) | Dec. 31, 2015USD ($) | Sep. 12, 2016lawsuit | Mar. 25, 2014action |
Legacy Towers Watson Stockholders [Member] | Pending Litigation [Member] | Merger-Related Securities Litigation [Member] | |||||||||||||||||||||||||
Loss Contingencies [Line Items] | |||||||||||||||||||||||||
Number of complaints filed | lawsuit | 1 | ||||||||||||||||||||||||
Legacy Towers Watson, City of Fort Myers General Employees Pension Fund (Fort Myers) [Member] | Pending Litigation [Member] | Merger-Related Securities Litigation [Member] | |||||||||||||||||||||||||
Loss Contingencies [Line Items] | |||||||||||||||||||||||||
Number of complaints filed | lawsuit | 1 | ||||||||||||||||||||||||
Alaska Laborers-Employers Retirement Trust (Alaska) [Member] | Pending Litigation [Member] | Merger-Related Securities Litigation [Member] | |||||||||||||||||||||||||
Loss Contingencies [Line Items] | |||||||||||||||||||||||||
Number of complaints filed | lawsuit | 1 | ||||||||||||||||||||||||
Regents [Member] | Dismissed Litigation [Member] | Merger-Related Securities Litigation [Member] | |||||||||||||||||||||||||
Loss Contingencies [Line Items] | |||||||||||||||||||||||||
Number of complaints filed | lawsuit | 1 | ||||||||||||||||||||||||
Legacy Towers Watson, Naya Master Fund LP, Naya 174 Fund Limited and Naya Lincoln Park Master Fund Limited (collectively, Naya) [Member] [Member] | Dismissed Litigation [Member] | Merger-Related Securities Litigation [Member] | |||||||||||||||||||||||||
Loss Contingencies [Line Items] | |||||||||||||||||||||||||
Number of complaints filed | lawsuit | 3 | ||||||||||||||||||||||||
Stanford Financial Group [Member] | Pending Litigation [Member] | Canabal, et al. v. Willis of Colorado, Inc., et al. [Member] | |||||||||||||||||||||||||
Loss Contingencies [Line Items] | |||||||||||||||||||||||||
Damages sought (in excess of) | $ 1,000,000,000 | ||||||||||||||||||||||||
Stanford Financial Group [Member] | Pending Litigation [Member] | Rupert, et al. v. Winter, et al. [Member] | |||||||||||||||||||||||||
Loss Contingencies [Line Items] | |||||||||||||||||||||||||
Number of plaintiffs | plaintiff | 97 | ||||||||||||||||||||||||
Damages sought (in excess of) | $ 300,000,000 | ||||||||||||||||||||||||
Stanford Financial Group [Member] | Pending Litigation [Member] | Casanova, et al. v. Willis of Colorado, Inc., et al. [Member] | |||||||||||||||||||||||||
Loss Contingencies [Line Items] | |||||||||||||||||||||||||
Number of plaintiffs | plaintiff | 7 | ||||||||||||||||||||||||
Damages sought (in excess of) | $ 5,000,000 | ||||||||||||||||||||||||
Stanford Financial Group [Member] | Pending Litigation [Member] | Rishmague, et ano. v. Winter, et al. [Member] | |||||||||||||||||||||||||
Loss Contingencies [Line Items] | |||||||||||||||||||||||||
Number of plaintiffs | plaintiff | 2 | ||||||||||||||||||||||||
Damages sought (in excess of) | $ 37,000,000 | ||||||||||||||||||||||||
Stanford Financial Group [Member] | Pending Litigation [Member] | MacArthur v. Winter, et al. [Member] | |||||||||||||||||||||||||
Loss Contingencies [Line Items] | |||||||||||||||||||||||||
Number of plaintiffs | plaintiff | 2 | ||||||||||||||||||||||||
Damages sought (in excess of) | $ 4,000,000 | ||||||||||||||||||||||||
Stanford Financial Group [Member] | Pending Litigation [Member] | Florida Suits [Member] | |||||||||||||||||||||||||
Loss Contingencies [Line Items] | |||||||||||||||||||||||||
Number of complaints filed | lawsuit | 5 | ||||||||||||||||||||||||
Number of cases removed | lawsuit | 5 | ||||||||||||||||||||||||
Number of cases moved to stay | lawsuit | 4 | ||||||||||||||||||||||||
Number of cases transferred | lawsuit | 5 | ||||||||||||||||||||||||
Claims stayed, period | 7 days | ||||||||||||||||||||||||
Stanford Financial Group [Member] | Pending Litigation [Member] | Zacarias, et al. v. Willis Group Holdings Public Limited Company, et al. [Member] | |||||||||||||||||||||||||
Loss Contingencies [Line Items] | |||||||||||||||||||||||||
Period to replead dismissed claim | 21 days | ||||||||||||||||||||||||
Stanford Financial Group [Member] | Pending Litigation [Member] | Tisminesky, et al. v. Willis Group Holdings Public Limited Company, et al. [Member] | |||||||||||||||||||||||||
Loss Contingencies [Line Items] | |||||||||||||||||||||||||
Period to replead dismissed claim | 21 days | ||||||||||||||||||||||||
Stanford Financial Group [Member] | Pending Litigation [Member] | de Gadala-Maria, et al. v. Willis Group Holdings Public Limited Company, et al. [Member] | |||||||||||||||||||||||||
Loss Contingencies [Line Items] | |||||||||||||||||||||||||
Period to replead dismissed claim | 21 days | ||||||||||||||||||||||||
Stanford Financial Group [Member] | Pending Litigation [Member] | Martin v. Willis of Colorado, Inc., et. al. [Member] | |||||||||||||||||||||||||
Loss Contingencies [Line Items] | |||||||||||||||||||||||||
Number of plaintiffs | plaintiff | 5 | 1 | |||||||||||||||||||||||
Damages sought (in excess of) | $ 1,000,000 | $ 100,000 | |||||||||||||||||||||||
Stanford Financial Group [Member] | Pending Litigation [Member] | Abel, et al. v. Willis of Colorado, Inc., et al [Member] | |||||||||||||||||||||||||
Loss Contingencies [Line Items] | |||||||||||||||||||||||||
Number of plaintiffs | plaintiff | 300 | ||||||||||||||||||||||||
Damages sought (in excess of) | $ 135,000,000 | ||||||||||||||||||||||||
Stanford Financial Group [Member] | Settled Litigation [Member] | |||||||||||||||||||||||||
Loss Contingencies [Line Items] | |||||||||||||||||||||||||
Number of complaints filed | lawsuit | 15 | ||||||||||||||||||||||||
Provision for litigation losses | $ 50,000,000 | $ 70,000,000 | |||||||||||||||||||||||
Litigation settlement amount | $ 120,000,000 | $ 120,000,000 | |||||||||||||||||||||||
Stanford Financial Group [Member] | Settled Litigation [Member] | Troice, et al. v. Willis of Colorado, Inc., et al. [Member] | |||||||||||||||||||||||||
Loss Contingencies [Line Items] | |||||||||||||||||||||||||
Damages sought (in excess of) | $ 1,000,000,000 | ||||||||||||||||||||||||
Number of actions consolidated | action | 2 | ||||||||||||||||||||||||
Stanford Financial Group [Member] | Settled Litigation [Member] | Janvey, et al. v. Willis of Colorado, Inc., et al. [Member] | |||||||||||||||||||||||||
Loss Contingencies [Line Items] | |||||||||||||||||||||||||
Damages sought (in excess of) | $ 1,000,000,000 | ||||||||||||||||||||||||
Total losses incurred by plaintiff | $ 4,600,000,000 | ||||||||||||||||||||||||
Barbar, et al. v. Willis Group Holdings Public Limited Company, et al. [Member] | Pending Litigation [Member] | Florida Suits [Member] | |||||||||||||||||||||||||
Loss Contingencies [Line Items] | |||||||||||||||||||||||||
Number of plaintiffs | plaintiff | 35 | ||||||||||||||||||||||||
Damages sought (in excess of) | $ 30,000,000 | ||||||||||||||||||||||||
de Gadala-Maria, et al. v. Willis Group Holdings Public Limited Company, et al. [Member] | Pending Litigation [Member] | Florida Suits [Member] | |||||||||||||||||||||||||
Loss Contingencies [Line Items] | |||||||||||||||||||||||||
Number of plaintiffs | plaintiff | 64 | ||||||||||||||||||||||||
Damages sought (in excess of) | $ 83,500,000 | ||||||||||||||||||||||||
Ranni, et ano. v. Willis Group Holdings Public Limited Company, et al. [Member] | Pending Litigation [Member] | Florida Suits [Member] | |||||||||||||||||||||||||
Loss Contingencies [Line Items] | |||||||||||||||||||||||||
Number of plaintiffs | plaintiff | 2 | ||||||||||||||||||||||||
Damages sought (in excess of) | $ 3,000,000 | ||||||||||||||||||||||||
Tisminesky, et al. v. Willis Group Holdings Public Limited Company, et al. [Member] | Pending Litigation [Member] | Florida Suits [Member] | |||||||||||||||||||||||||
Loss Contingencies [Line Items] | |||||||||||||||||||||||||
Number of plaintiffs | plaintiff | 11 | ||||||||||||||||||||||||
Damages sought (in excess of) | $ 6,500,000 | ||||||||||||||||||||||||
Zacarias, et al. v. Willis Group Holdings Public Limited Company, et al. [Member] | Pending Litigation [Member] | Florida Suits [Member] | |||||||||||||||||||||||||
Loss Contingencies [Line Items] | |||||||||||||||||||||||||
Number of plaintiffs | plaintiff | 10 | ||||||||||||||||||||||||
Damages sought (in excess of) | $ 12,500,000 |
Supplementary Information for_3
Supplementary Information for Certain Balance Sheet Accounts - Prepaid and Other Current Assets (Details) - USD ($) | Sep. 30, 2019 | Dec. 31, 2018 | Sep. 30, 2018 | Dec. 31, 2017 |
Organization Consolidation And Presentation Of Financial Statements [Abstract] | ||||
Prepayments and accrued income | $ 152,000,000 | $ 136,000,000 | ||
Deferred contract costs | 70,000,000 | 102,000,000 | ||
Derivatives and investments | 30,000,000 | 25,000,000 | ||
Deferred compensation plan assets | 17,000,000 | 18,000,000 | ||
Retention incentives | 14,000,000 | 5,000,000 | ||
Corporate income and other taxes | 179,000,000 | 61,000,000 | ||
Restricted cash | 7,000,000 | 0 | $ 0 | $ 0 |
Acquired renewal commissions receivable | 29,000,000 | |||
Other current assets | 89,000,000 | 57,000,000 | ||
Total prepaid and other current assets | $ 587,000,000 | $ 404,000,000 |
Supplementary Information for_4
Supplementary Information for Certain Balance Sheet Accounts - Other non - Current Assets (Details) - USD ($) $ in Millions | Sep. 30, 2019 | Dec. 31, 2018 |
Organization Consolidation And Presentation Of Financial Statements [Abstract] | ||
Prepayments and accrued income | $ 12 | $ 14 |
Deferred contract costs | 68 | 46 |
Deferred compensation plan assets | 140 | 125 |
Deferred tax assets | 68 | 59 |
Accounts receivable, net | 20 | 20 |
Acquired renewal commissions receivable | 130 | |
Other investments | 20 | 7 |
Insurance recovery receivables | 119 | 86 |
Other non-current assets | 124 | 110 |
Total other non-current assets | $ 701 | $ 467 |
Supplementary Information for_5
Supplementary Information for Certain Balance Sheet Accounts - Deferred Revenue and Accrued Liabilities (Details) - USD ($) $ in Millions | Sep. 30, 2019 | Dec. 31, 2018 |
Organization Consolidation And Presentation Of Financial Statements [Abstract] | ||
Accounts payable, accrued liabilities and deferred income | $ 737 | $ 691 |
Accrued discretionary and incentive compensation | 560 | 758 |
Accrued vacation | 162 | 111 |
Other employee-related liabilities | 62 | 87 |
Total deferred revenue and accrued expenses | $ 1,521 | $ 1,647 |
Supplementary Information for_6
Supplementary Information for Certain Balance Sheet Accounts - Other Current Liabilities (Details) - USD ($) $ in Millions | Sep. 30, 2019 | Dec. 31, 2018 |
Organization Consolidation And Presentation Of Financial Statements [Abstract] | ||
Accounts payable | $ 145 | $ 163 |
Income and other taxes payable | 165 | 129 |
Contingent and deferred consideration on acquisitions | 17 | 61 |
Payroll-related liabilities | 193 | 210 |
Derivatives | 17 | 13 |
Third party commissions | 186 | 169 |
Other current liabilities | 78 | 119 |
Total other current liabilities | $ 801 | $ 864 |
Supplementary Information for_7
Supplementary Information for Certain Balance Sheet Accounts - Provision For Liabilities (Details) - USD ($) $ in Millions | Sep. 30, 2019 | Dec. 31, 2018 |
Organization Consolidation And Presentation Of Financial Statements [Abstract] | ||
Claims, lawsuits and other proceedings | $ 482 | $ 455 |
Other provisions | 73 | 85 |
Total provision for liabilities | $ 555 | $ 540 |
Supplementary Information for_8
Supplementary Information for Certain Balance Sheet Accounts - Other Non-current Liabilities (Details) - USD ($) $ in Millions | Sep. 30, 2019 | Dec. 31, 2018 |
Organization Consolidation And Presentation Of Financial Statements [Abstract] | ||
Incentives from lessors | $ 120 | |
Deferred compensation plan liability | $ 139 | 125 |
Contingent and deferred consideration on acquisitions | 29 | 22 |
Liabilities for uncertain tax positions | 49 | 46 |
Finance leases | 23 | 26 |
Other non-current liabilities | 74 | 90 |
Total other non-current liabilities | $ 314 | $ 429 |
Accumulated Other Comprehensi_3
Accumulated Other Comprehensive Loss - Schedule of Accumulated Other Comprehensive Income (Loss) (Details) - USD ($) | Jan. 01, 2019 | Sep. 30, 2019 | Sep. 30, 2018 | Sep. 30, 2019 | Sep. 30, 2018 |
AOCI Attributable to Parent, Net of Tax [Roll Forward] | |||||
Stockholders' equity attributable to parent, beginning balance | $ 9,852,000,000 | $ 9,852,000,000 | |||
Reclassification of tax effects per ASU 2018-02 | 0 | ||||
Stockholders' equity attributable to parent, ending balance | $ 9,887,000,000 | 9,887,000,000 | |||
Foreign currency translation [Member] | |||||
AOCI Attributable to Parent, Net of Tax [Roll Forward] | |||||
Stockholders' equity attributable to parent, beginning balance | (616,000,000) | (626,000,000) | $ (506,000,000) | (616,000,000) | $ (365,000,000) |
Other comprehensive income/(loss) before reclassifications | (120,000,000) | (44,000,000) | (130,000,000) | (185,000,000) | |
Amounts reclassified from accumulated other comprehensive income/(loss) (net of income tax) | 0 | 0 | 0 | 0 | |
Net current-period other comprehensive income/(loss) | (120,000,000) | (44,000,000) | (130,000,000) | (185,000,000) | |
Stockholders' equity attributable to parent, ending balance | (746,000,000) | (550,000,000) | (746,000,000) | (550,000,000) | |
Foreign currency translation [Member] | Accounting Standards Update 2018-02 [Member] | |||||
AOCI Attributable to Parent, Net of Tax [Roll Forward] | |||||
Reclassification of tax effects per ASU 2018-02 | 0 | 0 | |||
Gains and losses on cash flow hedges [Member] | |||||
AOCI Attributable to Parent, Net of Tax [Roll Forward] | |||||
Stockholders' equity attributable to parent, beginning balance | (8,000,000) | (4,000,000) | (5,000,000) | (8,000,000) | (10,000,000) |
Other comprehensive income/(loss) before reclassifications | (5,000,000) | (4,000,000) | (6,000,000) | (15,000,000) | |
Amounts reclassified from accumulated other comprehensive income/(loss) (net of income tax) | 2,000,000 | 5,000,000 | 7,000,000 | 21,000,000 | |
Net current-period other comprehensive income/(loss) | (3,000,000) | 1,000,000 | 1,000,000 | 6,000,000 | |
Stockholders' equity attributable to parent, ending balance | (7,000,000) | (4,000,000) | (7,000,000) | (4,000,000) | |
Gains and losses on cash flow hedges [Member] | Accounting Standards Update 2018-02 [Member] | |||||
AOCI Attributable to Parent, Net of Tax [Roll Forward] | |||||
Reclassification of tax effects per ASU 2018-02 | 0 | 0 | |||
Defined pension and post-retirement benefit costs [Member] | |||||
AOCI Attributable to Parent, Net of Tax [Roll Forward] | |||||
Stockholders' equity attributable to parent, beginning balance | (1,337,000,000) | (1,363,000,000) | (1,094,000,000) | (1,337,000,000) | (1,138,000,000) |
Other comprehensive income/(loss) before reclassifications | 1,000,000 | 12,000,000 | 5,000,000 | 46,000,000 | |
Amounts reclassified from accumulated other comprehensive income/(loss) (net of income tax) | 2,000,000 | 9,000,000 | 8,000,000 | 19,000,000 | |
Net current-period other comprehensive income/(loss) | 3,000,000 | 21,000,000 | (23,000,000) | 65,000,000 | |
Stockholders' equity attributable to parent, ending balance | (1,360,000,000) | (1,073,000,000) | (1,360,000,000) | (1,073,000,000) | |
Defined pension and post-retirement benefit costs [Member] | Accounting Standards Update 2018-02 [Member] | |||||
AOCI Attributable to Parent, Net of Tax [Roll Forward] | |||||
Reclassification of tax effects per ASU 2018-02 | (36,000,000) | (36,000,000) | 0 | ||
AOCL [Member] | |||||
AOCI Attributable to Parent, Net of Tax [Roll Forward] | |||||
Stockholders' equity attributable to parent, beginning balance | $ (1,961,000,000) | (1,993,000,000) | (1,605,000,000) | (1,961,000,000) | (1,513,000,000) |
Other comprehensive income/(loss) before reclassifications | (124,000,000) | (36,000,000) | (131,000,000) | (154,000,000) | |
Amounts reclassified from accumulated other comprehensive income/(loss) (net of income tax) | 4,000,000 | 14,000,000 | 15,000,000 | 40,000,000 | |
Net current-period other comprehensive income/(loss) | (120,000,000) | (22,000,000) | (152,000,000) | (114,000,000) | |
Stockholders' equity attributable to parent, ending balance | $ (2,113,000,000) | $ (1,627,000,000) | (2,113,000,000) | (1,627,000,000) | |
AOCL [Member] | Accounting Standards Update 2018-02 [Member] | |||||
AOCI Attributable to Parent, Net of Tax [Roll Forward] | |||||
Reclassification of tax effects per ASU 2018-02 | $ (36,000,000) | $ 0 |
Accumulated Other Comprehensi_4
Accumulated Other Comprehensive Loss - Schedule of Accumulated Other Comprehensive Income (Loss) (Parenthetical) (Details) - USD ($) | Jan. 01, 2019 | Sep. 30, 2019 | Sep. 30, 2018 | Sep. 30, 2019 | Sep. 30, 2018 |
AOCI Attributable to Parent, Net of Tax [Roll Forward] | |||||
Reclassification from AOCI, Current Period, Tax | $ 2,000,000 | $ 9,000,000 | $ 9,000,000 | $ 21,000,000 | |
Adjustment of retained earnings | $ 0 | ||||
Accounting Standards Update 2018-02 [Member] | Defined pension and post-retirement benefit costs [Member] | |||||
AOCI Attributable to Parent, Net of Tax [Roll Forward] | |||||
Adjustment of retained earnings | $ (36,000,000) | $ (36,000,000) | $ 0 |
Earnings Per Share - Narrative
Earnings Per Share - Narrative (Details) - shares shares in Millions | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2019 | Sep. 30, 2018 | Sep. 30, 2019 | Sep. 30, 2018 | |
Restricted share units [Member] | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Antidilutive securities excluded from computation of earnings per share | 0 | 0.3 | 0 | 0.2 |
Time-based award [Member] | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Stock options outstanding | 0.3 | 0.5 | 0.3 | 0.5 |
Restricted share units outstanding | 0.1 | 0.1 | ||
Performance-based [Member] | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Stock options outstanding | 0.3 | 0.6 | 0.3 | 0.6 |
Restricted share units outstanding | 0.6 | 0.8 | 0.6 | 0.8 |
Phantom Share Units (PSUs) [Member] | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Restricted share units outstanding | 0.5 | 0.3 | 0.5 | 0.3 |
Earnings Per Share - Basic and
Earnings Per Share - Basic and Diluted Earnings Per Share (Details) - USD ($) $ / shares in Units, shares in Millions, $ in Millions | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2019 | Sep. 30, 2018 | Sep. 30, 2019 | Sep. 30, 2018 | |
Earnings Per Share [Abstract] | ||||
NET INCOME ATTRIBUTABLE TO WILLIS TOWERS WATSON | $ 75 | $ 44 | $ 500 | $ 317 |
Basic average number of shares outstanding (shares) | 130 | 131 | 130 | 132 |
Dilutive effect of potentially issuable shares (shares) | 0 | 1 | 0 | 0 |
Diluted average number of shares outstanding (shares) | 130 | 132 | 130 | 132 |
Basic earnings per share | $ 0.58 | $ 0.34 | $ 3.86 | $ 2.40 |
Dilutive effect of potentially issuable shares (USD per share) | 0 | (0.01) | (0.02) | (0.01) |
Diluted earnings per share | $ 0.58 | $ 0.33 | $ 3.84 | $ 2.39 |
Financial Information for Iss_3
Financial Information for Issuers and Other Guarantor Subsidiaries - Narrative (Details) € in Millions | Sep. 10, 2019USD ($) | Sep. 30, 2019USD ($) | Sep. 10, 2018USD ($) | May 16, 2017USD ($) | Mar. 07, 2017USD ($) | May 26, 2016USD ($) | May 26, 2016EUR (€) | Mar. 22, 2016USD ($) | Aug. 15, 2013USD ($) | Mar. 17, 2011USD ($) |
Debt Instrument [Line Items] | ||||||||||
Debt instrument, term | 1 year | |||||||||
Revolving 1.25 Billion Dollar Credit Facility [Member] | Revolving Credit Facility [Member] | ||||||||||
Debt Instrument [Line Items] | ||||||||||
Maximum borrowing capacity | $ 1,250,000,000 | |||||||||
Willis North America [Member] | Term Loan [Member] | ||||||||||
Debt Instrument [Line Items] | ||||||||||
Post-acquisition borrowings | $ 200,000,000 | |||||||||
Debt instrument, term | 1 year | |||||||||
Trinity Acquisition plc [Member] | Term Loan [Member] | ||||||||||
Debt Instrument [Line Items] | ||||||||||
Post-acquisition borrowings | $ 267,000,000 | |||||||||
Debt instrument, term | 1 year | |||||||||
Trinity Acquisition plc [Member] | Revolving 1.25 Billion Dollar Credit Facility [Member] | Revolving Credit Facility [Member] | ||||||||||
Debt Instrument [Line Items] | ||||||||||
Post-acquisition borrowings | $ 90,000,000 | |||||||||
Maximum borrowing capacity | $ 1,250,000,000 | |||||||||
Senior Notes [Member] | Willis North America [Member] | ||||||||||
Debt Instrument [Line Items] | ||||||||||
Post-acquisition borrowings | $ 1,000,000,000 | 2,700,000,000 | $ 1,000,000,000 | $ 650,000,000 | ||||||
Senior Notes [Member] | Trinity Acquisition plc [Member] | ||||||||||
Debt Instrument [Line Items] | ||||||||||
Post-acquisition borrowings | $ 2,100,000,000 | $ 609,000,000 | € 540 | $ 1,000,000,000 | $ 525,000,000 | |||||
Parent Company [Member] | Senior Notes [Member] | ||||||||||
Debt Instrument [Line Items] | ||||||||||
Post-acquisition borrowings | $ 500,000,000 |
Financial Information for Iss_4
Financial Information for Issuers and Other Guarantor Subsidiaries - Unaudited Condensed Consolidated Statement of Comprehensive Income (Details) - USD ($) $ in Millions | 3 Months Ended | 9 Months Ended | ||||||
Sep. 30, 2019 | Jun. 30, 2019 | Mar. 31, 2019 | Sep. 30, 2018 | Jun. 30, 2018 | Mar. 31, 2018 | Sep. 30, 2019 | Sep. 30, 2018 | |
Condensed Financial Statements, Captions [Line Items] | ||||||||
Revenue | $ 1,989 | $ 1,859 | $ 6,349 | $ 6,141 | ||||
Costs of providing services | ||||||||
Salaries and benefits | 1,283 | 1,238 | 3,909 | 3,890 | ||||
Other operating expenses | 417 | 374 | 1,247 | 1,203 | ||||
Depreciation | 58 | 53 | 171 | 153 | ||||
Amortization | 118 | 127 | 368 | 408 | ||||
Transaction and integration expenses | 6 | 50 | 12 | 148 | ||||
Total costs of providing services | 1,882 | 1,842 | 5,707 | 5,802 | ||||
Income from operations | 107 | 17 | 642 | 339 | ||||
Intercompany (expense)/income | 0 | 0 | 0 | 0 | ||||
Interest expense | (62) | (51) | (172) | (154) | ||||
Other income, net | 55 | 70 | 177 | 189 | ||||
(LOSS)/INCOME FROM OPERATIONS BEFORE INCOME TAXES | 100 | 36 | 647 | 374 | ||||
Benefit from/(provision for) income taxes | (20) | 10 | (125) | (42) | ||||
Equity account for subsidiaries | 0 | 0 | 0 | 0 | ||||
NET INCOME | 80 | $ 149 | $ 293 | 46 | $ 65 | $ 221 | 522 | 332 |
Income attributable to non-controlling interests | (5) | (2) | (22) | (15) | ||||
NET INCOME/(LOSS) ATTRIBUTABLE TO WILLIS TOWERS WATSON | 75 | 44 | 500 | 317 | ||||
Comprehensive income/(loss) before non-controlling interests | (42) | 24 | 405 | 218 | ||||
Comprehensive income attributable to non-controlling interests | (3) | (2) | (21) | (15) | ||||
Comprehensive (loss)/income attributable to Willis Towers Watson | (45) | 22 | 384 | 203 | ||||
Other guarantors [Member] | ||||||||
Condensed Financial Statements, Captions [Line Items] | ||||||||
Revenue | 0 | 1 | 0 | 0 | ||||
Costs of providing services | ||||||||
Salaries and benefits | 0 | 1 | 0 | 0 | ||||
Other operating expenses | 27 | 34 | 86 | 128 | ||||
Depreciation | 1 | 1 | 2 | 3 | ||||
Amortization | 1 | 1 | 2 | 2 | ||||
Transaction and integration expenses | 0 | 0 | 0 | 1 | ||||
Total costs of providing services | 29 | 37 | 90 | 134 | ||||
Income from operations | (29) | (36) | (90) | (134) | ||||
Intercompany (expense)/income | 74 | 58 | 199 | 247 | ||||
Interest expense | 0 | 0 | 0 | 0 | ||||
Other income, net | 0 | 0 | 0 | 2 | ||||
(LOSS)/INCOME FROM OPERATIONS BEFORE INCOME TAXES | 45 | 22 | 109 | 115 | ||||
Benefit from/(provision for) income taxes | (12) | (5) | (26) | (21) | ||||
Equity account for subsidiaries | 51 | 33 | 431 | 240 | ||||
NET INCOME | 84 | 50 | 514 | 334 | ||||
Income attributable to non-controlling interests | 0 | 0 | 0 | 0 | ||||
NET INCOME/(LOSS) ATTRIBUTABLE TO WILLIS TOWERS WATSON | 84 | 50 | 514 | 334 | ||||
Comprehensive income/(loss) before non-controlling interests | (35) | 29 | 400 | 220 | ||||
Comprehensive income attributable to non-controlling interests | 0 | 0 | 0 | 0 | ||||
Comprehensive (loss)/income attributable to Willis Towers Watson | (35) | 29 | 400 | 220 | ||||
Non-guarantors [Member] | ||||||||
Condensed Financial Statements, Captions [Line Items] | ||||||||
Revenue | 1,978 | 1,851 | 6,313 | 6,127 | ||||
Costs of providing services | ||||||||
Salaries and benefits | 1,273 | 1,221 | 3,864 | 3,837 | ||||
Other operating expenses | 384 | 332 | 1,137 | 1,040 | ||||
Depreciation | 57 | 52 | 169 | 150 | ||||
Amortization | 118 | 128 | 368 | 408 | ||||
Transaction and integration expenses | (1) | 51 | 3 | 143 | ||||
Total costs of providing services | 1,831 | 1,784 | 5,541 | 5,578 | ||||
Income from operations | 147 | 67 | 772 | 549 | ||||
Intercompany (expense)/income | (75) | (95) | (226) | (330) | ||||
Interest expense | (4) | (3) | (9) | (15) | ||||
Other income, net | 54 | 70 | 176 | 187 | ||||
(LOSS)/INCOME FROM OPERATIONS BEFORE INCOME TAXES | 122 | 39 | 713 | 391 | ||||
Benefit from/(provision for) income taxes | (22) | 0 | (131) | (48) | ||||
Equity account for subsidiaries | 0 | 0 | 0 | 0 | ||||
NET INCOME | 100 | 39 | 582 | 343 | ||||
Income attributable to non-controlling interests | (5) | (2) | (22) | (15) | ||||
NET INCOME/(LOSS) ATTRIBUTABLE TO WILLIS TOWERS WATSON | 95 | 37 | 560 | 328 | ||||
Comprehensive income/(loss) before non-controlling interests | (23) | 22 | 452 | 223 | ||||
Comprehensive income attributable to non-controlling interests | (3) | (2) | (21) | (15) | ||||
Comprehensive (loss)/income attributable to Willis Towers Watson | (26) | 20 | 431 | 208 | ||||
Reportable Legal Entities [Member] | Parent Company [Member] | ||||||||
Condensed Financial Statements, Captions [Line Items] | ||||||||
Revenue | 0 | 0 | 0 | 0 | ||||
Costs of providing services | ||||||||
Salaries and benefits | 0 | 1 | 2 | 2 | ||||
Other operating expenses | 0 | 1 | 2 | 3 | ||||
Depreciation | 0 | 0 | 0 | 0 | ||||
Amortization | 0 | 0 | 0 | 0 | ||||
Transaction and integration expenses | 0 | 0 | 0 | 0 | ||||
Total costs of providing services | 0 | 2 | 4 | 5 | ||||
Income from operations | 0 | (2) | (4) | (5) | ||||
Intercompany (expense)/income | 0 | 0 | 0 | 0 | ||||
Interest expense | (7) | (7) | (22) | (22) | ||||
Other income, net | 0 | 0 | 0 | 0 | ||||
(LOSS)/INCOME FROM OPERATIONS BEFORE INCOME TAXES | (7) | (9) | (26) | (27) | ||||
Benefit from/(provision for) income taxes | 0 | 0 | 0 | 0 | ||||
Equity account for subsidiaries | 82 | 53 | 526 | 344 | ||||
NET INCOME | 75 | 44 | 500 | 317 | ||||
Income attributable to non-controlling interests | 0 | 0 | 0 | 0 | ||||
NET INCOME/(LOSS) ATTRIBUTABLE TO WILLIS TOWERS WATSON | 75 | 44 | 500 | 317 | ||||
Comprehensive income/(loss) before non-controlling interests | (45) | 22 | 384 | 203 | ||||
Comprehensive income attributable to non-controlling interests | 0 | 0 | 0 | 0 | ||||
Comprehensive (loss)/income attributable to Willis Towers Watson | (45) | 22 | 384 | 203 | ||||
Consolidating adjustments [Member] | ||||||||
Condensed Financial Statements, Captions [Line Items] | ||||||||
Revenue | 0 | 0 | 0 | 0 | ||||
Costs of providing services | ||||||||
Salaries and benefits | 0 | 0 | 0 | 0 | ||||
Other operating expenses | 0 | 0 | 0 | 0 | ||||
Depreciation | 0 | 0 | 0 | 0 | ||||
Amortization | (1) | (2) | (2) | (2) | ||||
Transaction and integration expenses | 0 | 0 | 0 | 0 | ||||
Total costs of providing services | (1) | (2) | (2) | (2) | ||||
Income from operations | 1 | 2 | 2 | 2 | ||||
Intercompany (expense)/income | 0 | 0 | 0 | 0 | ||||
Interest expense | 0 | 0 | 0 | 0 | ||||
Other income, net | 0 | 0 | 0 | 0 | ||||
(LOSS)/INCOME FROM OPERATIONS BEFORE INCOME TAXES | 1 | 2 | 2 | 2 | ||||
Benefit from/(provision for) income taxes | 0 | 0 | 0 | 0 | ||||
Equity account for subsidiaries | (152) | (56) | (1,378) | (646) | ||||
NET INCOME | (151) | (54) | (1,376) | (644) | ||||
Income attributable to non-controlling interests | 0 | 0 | 0 | 0 | ||||
NET INCOME/(LOSS) ATTRIBUTABLE TO WILLIS TOWERS WATSON | (151) | (54) | (1,376) | (644) | ||||
Comprehensive income/(loss) before non-controlling interests | 222 | 10 | (1,009) | (242) | ||||
Comprehensive income attributable to non-controlling interests | 0 | 0 | 0 | 0 | ||||
Comprehensive (loss)/income attributable to Willis Towers Watson | 222 | 10 | (1,009) | (242) | ||||
Willis North America [Member] | Reportable Legal Entities [Member] | ||||||||
Condensed Financial Statements, Captions [Line Items] | ||||||||
Revenue | 11 | 7 | 36 | 14 | ||||
Costs of providing services | ||||||||
Salaries and benefits | 10 | 15 | 43 | 51 | ||||
Other operating expenses | 6 | 7 | 22 | 32 | ||||
Depreciation | 0 | 0 | 0 | 0 | ||||
Amortization | 0 | 0 | 0 | 0 | ||||
Transaction and integration expenses | 7 | (1) | 9 | 4 | ||||
Total costs of providing services | 23 | 21 | 74 | 87 | ||||
Income from operations | (12) | (14) | (38) | (73) | ||||
Intercompany (expense)/income | (38) | 4 | (61) | (10) | ||||
Interest expense | (25) | (13) | (69) | (35) | ||||
Other income, net | 0 | 0 | 0 | 0 | ||||
(LOSS)/INCOME FROM OPERATIONS BEFORE INCOME TAXES | (75) | (23) | (168) | (118) | ||||
Benefit from/(provision for) income taxes | 16 | 16 | 35 | 29 | ||||
Equity account for subsidiaries | 21 | (8) | 132 | (50) | ||||
NET INCOME | (38) | (15) | (1) | (139) | ||||
Income attributable to non-controlling interests | 0 | 0 | 0 | 0 | ||||
NET INCOME/(LOSS) ATTRIBUTABLE TO WILLIS TOWERS WATSON | (38) | (15) | (1) | (139) | ||||
Comprehensive income/(loss) before non-controlling interests | (74) | (18) | (32) | (193) | ||||
Comprehensive income attributable to non-controlling interests | 0 | 0 | 0 | 0 | ||||
Comprehensive (loss)/income attributable to Willis Towers Watson | (74) | (18) | (32) | (193) | ||||
Trinity Acquisition plc [Member] | Reportable Legal Entities [Member] | ||||||||
Condensed Financial Statements, Captions [Line Items] | ||||||||
Revenue | 0 | 0 | 0 | 0 | ||||
Costs of providing services | ||||||||
Salaries and benefits | 0 | 0 | 0 | 0 | ||||
Other operating expenses | 0 | 0 | 0 | 0 | ||||
Depreciation | 0 | 0 | 0 | 0 | ||||
Amortization | 0 | 0 | 0 | 0 | ||||
Transaction and integration expenses | 0 | 0 | 0 | 0 | ||||
Total costs of providing services | 0 | 0 | 0 | 0 | ||||
Income from operations | 0 | 0 | 0 | 0 | ||||
Intercompany (expense)/income | 39 | 33 | 88 | 93 | ||||
Interest expense | (26) | (28) | (72) | (82) | ||||
Other income, net | 1 | 0 | 1 | 0 | ||||
(LOSS)/INCOME FROM OPERATIONS BEFORE INCOME TAXES | 14 | 5 | 17 | 11 | ||||
Benefit from/(provision for) income taxes | (2) | (1) | (3) | (2) | ||||
Equity account for subsidiaries | (2) | (22) | 289 | 112 | ||||
NET INCOME | 10 | (18) | 303 | 121 | ||||
Income attributable to non-controlling interests | 0 | 0 | 0 | 0 | ||||
NET INCOME/(LOSS) ATTRIBUTABLE TO WILLIS TOWERS WATSON | 10 | (18) | 303 | 121 | ||||
Comprehensive income/(loss) before non-controlling interests | (87) | (41) | 210 | 7 | ||||
Comprehensive income attributable to non-controlling interests | 0 | 0 | 0 | 0 | ||||
Comprehensive (loss)/income attributable to Willis Towers Watson | $ (87) | $ (41) | $ 210 | $ 7 |
Financial Information for Iss_5
Financial Information for Issuers and Other Guarantor Subsidiaries - Unaudited Condensed Consolidated Balance Sheet (Details) - USD ($) $ in Millions | Sep. 30, 2019 | Jun. 30, 2019 | Mar. 31, 2019 | Jan. 01, 2019 | Dec. 31, 2018 | Sep. 30, 2018 | Jun. 30, 2018 | Mar. 31, 2018 | Dec. 31, 2017 |
ASSETS | |||||||||
Cash and cash equivalents | $ 867 | $ 1,033 | |||||||
Fiduciary assets | 13,779 | 12,604 | |||||||
Accounts receivable, net | 2,167 | 2,379 | |||||||
Prepaid and other current assets | 587 | 404 | |||||||
Total current assets | 17,400 | 16,420 | |||||||
Intercompany receivables, net | 0 | 0 | |||||||
Fixed assets, net | 963 | 942 | |||||||
Goodwill | 11,187 | 10,465 | |||||||
Other intangible assets, net | 3,561 | 3,318 | |||||||
Right-of-use assets | 959 | $ 1,000 | 0 | ||||||
Pension benefits assets | 932 | 773 | |||||||
Other non-current assets | 701 | 467 | |||||||
Total non-current assets | 18,303 | 15,965 | |||||||
Investments in subsidiaries | 0 | 0 | |||||||
TOTAL ASSETS | 35,703 | 32,385 | |||||||
LIABILITIES AND EQUITY | |||||||||
Fiduciary liabilities | 13,779 | 12,604 | |||||||
Deferred revenue and accrued expenses | 1,521 | 1,647 | |||||||
Current debt | 484 | 186 | |||||||
Current lease liabilities | 151 | 0 | |||||||
Other current liabilities | 801 | 864 | |||||||
Total current liabilities | 16,736 | 15,301 | |||||||
Intercompany payables, net | 0 | 0 | |||||||
Long-term debt | 5,381 | 4,389 | |||||||
Liability for pension benefits | 1,039 | 1,170 | |||||||
Deferred tax liabilities | 690 | 559 | |||||||
Provision for liabilities | 555 | 540 | |||||||
Long-term lease liabilities | 957 | 0 | |||||||
Other non-current liabilities | 314 | 429 | |||||||
Total non-current liabilities | 8,936 | 7,087 | |||||||
TOTAL LIABILITIES | 25,672 | 22,388 | |||||||
REDEEMABLE NON-CONTROLLING INTEREST | 30 | 26 | |||||||
EQUITY | |||||||||
Total Willis Towers Watson shareholders’ equity | 9,887 | 9,852 | |||||||
Non-controlling interests | 114 | 119 | |||||||
Total equity | 10,001 | $ 10,204 | $ 10,214 | 9,971 | $ 10,163 | $ 10,347 | $ 10,802 | $ 10,249 | |
TOTAL LIABILITIES AND EQUITY | 35,703 | 32,385 | |||||||
Other guarantors [Member] | |||||||||
ASSETS | |||||||||
Cash and cash equivalents | 0 | 0 | |||||||
Fiduciary assets | 0 | 0 | |||||||
Accounts receivable, net | 0 | 0 | |||||||
Prepaid and other current assets | 10 | 33 | |||||||
Total current assets | 10 | 33 | |||||||
Intercompany receivables, net | 0 | 0 | |||||||
Fixed assets, net | 17 | 16 | |||||||
Goodwill | 0 | 0 | |||||||
Other intangible assets, net | 56 | 58 | |||||||
Right-of-use assets | 0 | ||||||||
Pension benefits assets | 0 | 0 | |||||||
Other non-current assets | 47 | 49 | |||||||
Total non-current assets | 120 | 123 | |||||||
Investments in subsidiaries | 7,334 | 8,108 | |||||||
TOTAL ASSETS | 7,464 | 8,264 | |||||||
LIABILITIES AND EQUITY | |||||||||
Fiduciary liabilities | 0 | 0 | |||||||
Deferred revenue and accrued expenses | 2 | 3 | |||||||
Current debt | 0 | 0 | |||||||
Current lease liabilities | 0 | ||||||||
Other current liabilities | 17 | 13 | |||||||
Total current liabilities | 19 | 16 | |||||||
Intercompany payables, net | 4,184 | 4,691 | |||||||
Long-term debt | 0 | 0 | |||||||
Liability for pension benefits | 0 | 0 | |||||||
Deferred tax liabilities | 0 | 0 | |||||||
Provision for liabilities | 0 | 0 | |||||||
Long-term lease liabilities | 0 | ||||||||
Other non-current liabilities | 5 | 5 | |||||||
Total non-current liabilities | 4,189 | 4,696 | |||||||
TOTAL LIABILITIES | 4,208 | 4,712 | |||||||
REDEEMABLE NON-CONTROLLING INTEREST | 0 | 0 | |||||||
EQUITY | |||||||||
Total Willis Towers Watson shareholders’ equity | 3,256 | 3,552 | |||||||
Non-controlling interests | 0 | 0 | |||||||
Total equity | 3,256 | 3,552 | |||||||
TOTAL LIABILITIES AND EQUITY | 7,464 | 8,264 | |||||||
Non-guarantors [Member] | |||||||||
ASSETS | |||||||||
Cash and cash equivalents | 867 | 1,033 | |||||||
Fiduciary assets | 13,779 | 12,604 | |||||||
Accounts receivable, net | 2,139 | 2,355 | |||||||
Prepaid and other current assets | 426 | 357 | |||||||
Total current assets | 17,211 | 16,349 | |||||||
Intercompany receivables, net | 0 | 0 | |||||||
Fixed assets, net | 946 | 926 | |||||||
Goodwill | 11,187 | 10,465 | |||||||
Other intangible assets, net | 3,561 | 3,318 | |||||||
Right-of-use assets | 959 | ||||||||
Pension benefits assets | 932 | 773 | |||||||
Other non-current assets | 630 | 452 | |||||||
Total non-current assets | 18,215 | 15,934 | |||||||
Investments in subsidiaries | 0 | 0 | |||||||
TOTAL ASSETS | 35,426 | 32,283 | |||||||
LIABILITIES AND EQUITY | |||||||||
Fiduciary liabilities | 13,779 | 12,604 | |||||||
Deferred revenue and accrued expenses | 1,516 | 1,641 | |||||||
Current debt | 21 | 0 | |||||||
Current lease liabilities | 151 | ||||||||
Other current liabilities | 822 | 935 | |||||||
Total current liabilities | 16,289 | 15,180 | |||||||
Intercompany payables, net | 883 | 517 | |||||||
Long-term debt | 70 | 0 | |||||||
Liability for pension benefits | 1,039 | 1,170 | |||||||
Deferred tax liabilities | 807 | 688 | |||||||
Provision for liabilities | 435 | 420 | |||||||
Long-term lease liabilities | 957 | ||||||||
Other non-current liabilities | 291 | 411 | |||||||
Total non-current liabilities | 4,482 | 3,206 | |||||||
TOTAL LIABILITIES | 20,771 | 18,386 | |||||||
REDEEMABLE NON-CONTROLLING INTEREST | 30 | 26 | |||||||
EQUITY | |||||||||
Total Willis Towers Watson shareholders’ equity | 14,511 | 13,752 | |||||||
Non-controlling interests | 114 | 119 | |||||||
Total equity | 14,625 | 13,871 | |||||||
TOTAL LIABILITIES AND EQUITY | 35,426 | 32,283 | |||||||
Reportable Legal Entities [Member] | Parent Company [Member] | |||||||||
ASSETS | |||||||||
Cash and cash equivalents | 0 | 0 | |||||||
Fiduciary assets | 0 | 0 | |||||||
Accounts receivable, net | 0 | 0 | |||||||
Prepaid and other current assets | 0 | 0 | |||||||
Total current assets | 0 | 0 | |||||||
Intercompany receivables, net | 4,622 | 4,755 | |||||||
Fixed assets, net | 0 | 0 | |||||||
Goodwill | 0 | 0 | |||||||
Other intangible assets, net | 0 | 0 | |||||||
Right-of-use assets | 0 | ||||||||
Pension benefits assets | 0 | 0 | |||||||
Other non-current assets | 0 | 0 | |||||||
Total non-current assets | 4,622 | 4,755 | |||||||
Investments in subsidiaries | 5,860 | 5,691 | |||||||
TOTAL ASSETS | 10,482 | 10,446 | |||||||
LIABILITIES AND EQUITY | |||||||||
Fiduciary liabilities | 0 | 0 | |||||||
Deferred revenue and accrued expenses | 0 | 1 | |||||||
Current debt | 0 | 0 | |||||||
Current lease liabilities | 0 | ||||||||
Other current liabilities | 97 | 95 | |||||||
Total current liabilities | 97 | 96 | |||||||
Intercompany payables, net | 0 | 0 | |||||||
Long-term debt | 498 | 498 | |||||||
Liability for pension benefits | 0 | 0 | |||||||
Deferred tax liabilities | 0 | 0 | |||||||
Provision for liabilities | 0 | 0 | |||||||
Long-term lease liabilities | 0 | ||||||||
Other non-current liabilities | 0 | 0 | |||||||
Total non-current liabilities | 498 | 498 | |||||||
TOTAL LIABILITIES | 595 | 594 | |||||||
REDEEMABLE NON-CONTROLLING INTEREST | 0 | 0 | |||||||
EQUITY | |||||||||
Total Willis Towers Watson shareholders’ equity | 9,887 | 9,852 | |||||||
Non-controlling interests | 0 | 0 | |||||||
Total equity | 9,887 | 9,852 | |||||||
TOTAL LIABILITIES AND EQUITY | 10,482 | 10,446 | |||||||
Consolidating adjustments [Member] | |||||||||
ASSETS | |||||||||
Cash and cash equivalents | 0 | 0 | |||||||
Fiduciary assets | 0 | 0 | |||||||
Accounts receivable, net | 1 | 0 | |||||||
Prepaid and other current assets | (227) | (298) | |||||||
Total current assets | (226) | (298) | |||||||
Intercompany receivables, net | (6,084) | (6,110) | |||||||
Fixed assets, net | 0 | 0 | |||||||
Goodwill | 0 | 0 | |||||||
Other intangible assets, net | (56) | (58) | |||||||
Right-of-use assets | 0 | ||||||||
Pension benefits assets | 0 | 0 | |||||||
Other non-current assets | (117) | (128) | |||||||
Total non-current assets | (6,257) | (6,296) | |||||||
Investments in subsidiaries | (24,006) | (23,125) | |||||||
TOTAL ASSETS | (30,489) | (29,719) | |||||||
LIABILITIES AND EQUITY | |||||||||
Fiduciary liabilities | 0 | 0 | |||||||
Deferred revenue and accrued expenses | 0 | 0 | |||||||
Current debt | 0 | 0 | |||||||
Current lease liabilities | 0 | ||||||||
Other current liabilities | (179) | (250) | |||||||
Total current liabilities | (179) | (250) | |||||||
Intercompany payables, net | (6,084) | (6,110) | |||||||
Long-term debt | 0 | 0 | |||||||
Liability for pension benefits | 0 | 0 | |||||||
Deferred tax liabilities | (117) | (129) | |||||||
Provision for liabilities | 0 | 0 | |||||||
Long-term lease liabilities | 0 | ||||||||
Other non-current liabilities | 0 | 0 | |||||||
Total non-current liabilities | (6,201) | (6,239) | |||||||
TOTAL LIABILITIES | (6,380) | (6,489) | |||||||
REDEEMABLE NON-CONTROLLING INTEREST | 0 | 0 | |||||||
EQUITY | |||||||||
Total Willis Towers Watson shareholders’ equity | (24,109) | (23,230) | |||||||
Non-controlling interests | 0 | 0 | |||||||
Total equity | (24,109) | (23,230) | |||||||
TOTAL LIABILITIES AND EQUITY | (30,489) | (29,719) | |||||||
Willis North America [Member] | Reportable Legal Entities [Member] | |||||||||
ASSETS | |||||||||
Cash and cash equivalents | 0 | 0 | |||||||
Fiduciary assets | 0 | 0 | |||||||
Accounts receivable, net | 27 | 24 | |||||||
Prepaid and other current assets | 378 | 311 | |||||||
Total current assets | 405 | 335 | |||||||
Intercompany receivables, net | 0 | 0 | |||||||
Fixed assets, net | 0 | 0 | |||||||
Goodwill | 0 | 0 | |||||||
Other intangible assets, net | 0 | 0 | |||||||
Right-of-use assets | 0 | ||||||||
Pension benefits assets | 0 | 0 | |||||||
Other non-current assets | 139 | 92 | |||||||
Total non-current assets | 139 | 92 | |||||||
Investments in subsidiaries | 8,117 | 6,649 | |||||||
TOTAL ASSETS | 8,661 | 7,076 | |||||||
LIABILITIES AND EQUITY | |||||||||
Fiduciary liabilities | 0 | 0 | |||||||
Deferred revenue and accrued expenses | 3 | 2 | |||||||
Current debt | 196 | 186 | |||||||
Current lease liabilities | 0 | ||||||||
Other current liabilities | 28 | 38 | |||||||
Total current liabilities | 227 | 226 | |||||||
Intercompany payables, net | 1,017 | 902 | |||||||
Long-term debt | 2,714 | 1,635 | |||||||
Liability for pension benefits | 0 | 0 | |||||||
Deferred tax liabilities | 0 | 0 | |||||||
Provision for liabilities | 120 | 120 | |||||||
Long-term lease liabilities | 0 | ||||||||
Other non-current liabilities | 18 | 13 | |||||||
Total non-current liabilities | 3,869 | 2,670 | |||||||
TOTAL LIABILITIES | 4,096 | 2,896 | |||||||
REDEEMABLE NON-CONTROLLING INTEREST | 0 | 0 | |||||||
EQUITY | |||||||||
Total Willis Towers Watson shareholders’ equity | 4,565 | 4,180 | |||||||
Non-controlling interests | 0 | 0 | |||||||
Total equity | 4,565 | 4,180 | |||||||
TOTAL LIABILITIES AND EQUITY | 8,661 | 7,076 | |||||||
Trinity Acquisition plc [Member] | Reportable Legal Entities [Member] | |||||||||
ASSETS | |||||||||
Cash and cash equivalents | 0 | 0 | |||||||
Fiduciary assets | 0 | 0 | |||||||
Accounts receivable, net | 0 | 0 | |||||||
Prepaid and other current assets | 0 | 1 | |||||||
Total current assets | 0 | 1 | |||||||
Intercompany receivables, net | 1,462 | 1,355 | |||||||
Fixed assets, net | 0 | 0 | |||||||
Goodwill | 0 | 0 | |||||||
Other intangible assets, net | 0 | 0 | |||||||
Right-of-use assets | 0 | ||||||||
Pension benefits assets | 0 | 0 | |||||||
Other non-current assets | 2 | 2 | |||||||
Total non-current assets | 1,464 | 1,357 | |||||||
Investments in subsidiaries | 2,695 | 2,677 | |||||||
TOTAL ASSETS | 4,159 | 4,035 | |||||||
LIABILITIES AND EQUITY | |||||||||
Fiduciary liabilities | 0 | 0 | |||||||
Deferred revenue and accrued expenses | 0 | 0 | |||||||
Current debt | 267 | 0 | |||||||
Current lease liabilities | 0 | ||||||||
Other current liabilities | 16 | 33 | |||||||
Total current liabilities | 283 | 33 | |||||||
Intercompany payables, net | 0 | 0 | |||||||
Long-term debt | 2,099 | 2,256 | |||||||
Liability for pension benefits | 0 | 0 | |||||||
Deferred tax liabilities | 0 | 0 | |||||||
Provision for liabilities | 0 | 0 | |||||||
Long-term lease liabilities | 0 | ||||||||
Other non-current liabilities | 0 | 0 | |||||||
Total non-current liabilities | 2,099 | 2,256 | |||||||
TOTAL LIABILITIES | 2,382 | 2,289 | |||||||
REDEEMABLE NON-CONTROLLING INTEREST | 0 | 0 | |||||||
EQUITY | |||||||||
Total Willis Towers Watson shareholders’ equity | 1,777 | 1,746 | |||||||
Non-controlling interests | 0 | 0 | |||||||
Total equity | 1,777 | 1,746 | |||||||
TOTAL LIABILITIES AND EQUITY | $ 4,159 | $ 4,035 |
Financial Information for Iss_6
Financial Information for Issuers and Other Guarantor Subsidiaries - Unaudited Condensed Consolidated Statement of Cash Flows (Details) - USD ($) $ in Millions | 9 Months Ended | |||
Sep. 30, 2019 | Sep. 30, 2018 | |||
Condensed Financial Statements, Captions [Line Items] | ||||
NET CASH FROM/(USED IN) OPERATING ACTIVITIES | $ 620 | $ 716 | ||
CASH FLOWS FROM/(USED IN) INVESTING ACTIVITIES | ||||
Additions to fixed assets and software for internal use | (175) | (209) | ||
Capitalized software costs | (43) | (41) | ||
Acquisitions of operations, net of cash acquired | (1,324) | (8) | ||
Net proceeds from sale of operations | 17 | 4 | ||
Other, net | (6) | 14 | ||
Proceeds from/(repayments of) intercompany investing activities, net | 0 | 0 | ||
Net cash used in investing activities | (1,531) | (240) | ||
CASH FLOWS (USED IN)/FROM FINANCING ACTIVITIES | ||||
Net borrowings/(payments) on revolving credit facility | (41) | (654) | ||
Senior notes issued | 997 | 998 | ||
Proceeds from issuance of other debt | 1,100 | 0 | ||
Debt issuance costs | (13) | (8) | ||
Repayments of debt | (825) | (170) | ||
Repurchase of shares | (147) | (401) | ||
Proceeds from issuance of shares | 31 | 21 | ||
Payments of deferred and contingent consideration related to acquisitions | (47) | (50) | ||
Cash paid for employee taxes on withholding shares | (14) | (30) | ||
Dividends paid | (245) | (228) | ||
Acquisitions of and dividends paid to non-controlling interests | (22) | (20) | ||
Proceeds from/(repayments of) intercompany financing activities, net | 0 | 0 | ||
Net cash from/(used in) financing activities | 774 | (542) | ||
DECREASE IN CASH, CASH EQUIVALENTS AND RESTRICTED CASH | (137) | (66) | ||
Effect of exchange rate changes on cash, cash equivalents and restricted cash | (22) | (33) | ||
CASH AND CASH EQUIVALENTS, BEGINNING OF PERIOD | [1] | 1,033 | [2] | 1,030 |
CASH, CASH EQUIVALENTS AND RESTRICTED CASH, END OF PERIOD | [1] | 874 | [2] | 931 |
Other guarantors [Member] | ||||
Condensed Financial Statements, Captions [Line Items] | ||||
NET CASH FROM/(USED IN) OPERATING ACTIVITIES | 369 | (37) | ||
CASH FLOWS FROM/(USED IN) INVESTING ACTIVITIES | ||||
Additions to fixed assets and software for internal use | (2) | (3) | ||
Capitalized software costs | 0 | 0 | ||
Acquisitions of operations, net of cash acquired | 0 | 0 | ||
Net proceeds from sale of operations | 0 | 0 | ||
Other, net | 0 | 0 | ||
Proceeds from/(repayments of) intercompany investing activities, net | 230 | 101 | ||
Net cash used in investing activities | 228 | 98 | ||
CASH FLOWS (USED IN)/FROM FINANCING ACTIVITIES | ||||
Net borrowings/(payments) on revolving credit facility | 0 | 0 | ||
Senior notes issued | 0 | 0 | ||
Proceeds from issuance of other debt | 0 | |||
Debt issuance costs | 0 | 0 | ||
Repayments of debt | 0 | 0 | ||
Repurchase of shares | 0 | 0 | ||
Proceeds from issuance of shares | 0 | 0 | ||
Payments of deferred and contingent consideration related to acquisitions | 0 | 0 | ||
Cash paid for employee taxes on withholding shares | 0 | 0 | ||
Dividends paid | 0 | (151) | ||
Acquisitions of and dividends paid to non-controlling interests | 0 | 0 | ||
Proceeds from/(repayments of) intercompany financing activities, net | (597) | 89 | ||
Net cash from/(used in) financing activities | (597) | (62) | ||
DECREASE IN CASH, CASH EQUIVALENTS AND RESTRICTED CASH | 0 | (1) | ||
Effect of exchange rate changes on cash, cash equivalents and restricted cash | 0 | 0 | ||
CASH AND CASH EQUIVALENTS, BEGINNING OF PERIOD | 0 | [2] | 1 | |
CASH, CASH EQUIVALENTS AND RESTRICTED CASH, END OF PERIOD | 0 | [2] | 0 | |
Non-guarantors [Member] | ||||
Condensed Financial Statements, Captions [Line Items] | ||||
NET CASH FROM/(USED IN) OPERATING ACTIVITIES | 209 | 382 | ||
CASH FLOWS FROM/(USED IN) INVESTING ACTIVITIES | ||||
Additions to fixed assets and software for internal use | (173) | (206) | ||
Capitalized software costs | (43) | (41) | ||
Acquisitions of operations, net of cash acquired | (12) | (8) | ||
Net proceeds from sale of operations | 17 | 4 | ||
Other, net | (6) | 14 | ||
Proceeds from/(repayments of) intercompany investing activities, net | 306 | (276) | ||
Net cash used in investing activities | 89 | (513) | ||
CASH FLOWS (USED IN)/FROM FINANCING ACTIVITIES | ||||
Net borrowings/(payments) on revolving credit facility | 0 | 0 | ||
Senior notes issued | 0 | 0 | ||
Proceeds from issuance of other debt | 0 | |||
Debt issuance costs | 0 | 0 | ||
Repayments of debt | (4) | (170) | ||
Repurchase of shares | 0 | 0 | ||
Proceeds from issuance of shares | 0 | 0 | ||
Payments of deferred and contingent consideration related to acquisitions | (47) | (50) | ||
Cash paid for employee taxes on withholding shares | (14) | (30) | ||
Dividends paid | 0 | (169) | ||
Acquisitions of and dividends paid to non-controlling interests | (22) | (20) | ||
Proceeds from/(repayments of) intercompany financing activities, net | (348) | 507 | ||
Net cash from/(used in) financing activities | (435) | 68 | ||
DECREASE IN CASH, CASH EQUIVALENTS AND RESTRICTED CASH | (137) | (63) | ||
Effect of exchange rate changes on cash, cash equivalents and restricted cash | (22) | (33) | ||
CASH AND CASH EQUIVALENTS, BEGINNING OF PERIOD | 1,033 | [2] | 1,027 | |
CASH, CASH EQUIVALENTS AND RESTRICTED CASH, END OF PERIOD | 874 | [2] | 931 | |
Reportable Legal Entities [Member] | Parent Company [Member] | ||||
Condensed Financial Statements, Captions [Line Items] | ||||
NET CASH FROM/(USED IN) OPERATING ACTIVITIES | 232 | 637 | ||
CASH FLOWS FROM/(USED IN) INVESTING ACTIVITIES | ||||
Additions to fixed assets and software for internal use | 0 | 0 | ||
Capitalized software costs | 0 | 0 | ||
Acquisitions of operations, net of cash acquired | 0 | 0 | ||
Net proceeds from sale of operations | 0 | 0 | ||
Other, net | 0 | 0 | ||
Proceeds from/(repayments of) intercompany investing activities, net | 129 | (30) | ||
Net cash used in investing activities | 129 | (30) | ||
CASH FLOWS (USED IN)/FROM FINANCING ACTIVITIES | ||||
Net borrowings/(payments) on revolving credit facility | 0 | 0 | ||
Senior notes issued | 0 | 0 | ||
Proceeds from issuance of other debt | 0 | |||
Debt issuance costs | 0 | 0 | ||
Repayments of debt | 0 | 0 | ||
Repurchase of shares | (147) | (401) | ||
Proceeds from issuance of shares | 31 | 21 | ||
Payments of deferred and contingent consideration related to acquisitions | 0 | 0 | ||
Cash paid for employee taxes on withholding shares | 0 | 0 | ||
Dividends paid | (245) | (228) | ||
Acquisitions of and dividends paid to non-controlling interests | 0 | 0 | ||
Proceeds from/(repayments of) intercompany financing activities, net | 0 | (1) | ||
Net cash from/(used in) financing activities | (361) | (609) | ||
DECREASE IN CASH, CASH EQUIVALENTS AND RESTRICTED CASH | 0 | (2) | ||
Effect of exchange rate changes on cash, cash equivalents and restricted cash | 0 | 0 | ||
CASH AND CASH EQUIVALENTS, BEGINNING OF PERIOD | 0 | [2] | 2 | |
CASH, CASH EQUIVALENTS AND RESTRICTED CASH, END OF PERIOD | 0 | [2] | 0 | |
Consolidating adjustments [Member] | ||||
Condensed Financial Statements, Captions [Line Items] | ||||
NET CASH FROM/(USED IN) OPERATING ACTIVITIES | 0 | (652) | ||
CASH FLOWS FROM/(USED IN) INVESTING ACTIVITIES | ||||
Additions to fixed assets and software for internal use | 0 | 0 | ||
Capitalized software costs | 0 | 0 | ||
Acquisitions of operations, net of cash acquired | 0 | 0 | ||
Net proceeds from sale of operations | 0 | 0 | ||
Other, net | 0 | 0 | ||
Proceeds from/(repayments of) intercompany investing activities, net | 7 | 245 | ||
Net cash used in investing activities | 7 | 245 | ||
CASH FLOWS (USED IN)/FROM FINANCING ACTIVITIES | ||||
Net borrowings/(payments) on revolving credit facility | 0 | 0 | ||
Senior notes issued | 0 | 0 | ||
Proceeds from issuance of other debt | 0 | |||
Debt issuance costs | 0 | 0 | ||
Repayments of debt | 0 | 0 | ||
Repurchase of shares | 0 | 0 | ||
Proceeds from issuance of shares | 0 | 0 | ||
Payments of deferred and contingent consideration related to acquisitions | 0 | 0 | ||
Cash paid for employee taxes on withholding shares | 0 | 0 | ||
Dividends paid | 0 | 652 | ||
Acquisitions of and dividends paid to non-controlling interests | 0 | 0 | ||
Proceeds from/(repayments of) intercompany financing activities, net | (7) | (245) | ||
Net cash from/(used in) financing activities | (7) | 407 | ||
DECREASE IN CASH, CASH EQUIVALENTS AND RESTRICTED CASH | 0 | 0 | ||
Effect of exchange rate changes on cash, cash equivalents and restricted cash | 0 | 0 | ||
CASH AND CASH EQUIVALENTS, BEGINNING OF PERIOD | 0 | [2] | 0 | |
CASH, CASH EQUIVALENTS AND RESTRICTED CASH, END OF PERIOD | 0 | [2] | 0 | |
Willis North America [Member] | Reportable Legal Entities [Member] | ||||
Condensed Financial Statements, Captions [Line Items] | ||||
NET CASH FROM/(USED IN) OPERATING ACTIVITIES | (76) | (42) | ||
CASH FLOWS FROM/(USED IN) INVESTING ACTIVITIES | ||||
Additions to fixed assets and software for internal use | 0 | 0 | ||
Capitalized software costs | 0 | 0 | ||
Acquisitions of operations, net of cash acquired | (1,312) | 0 | ||
Net proceeds from sale of operations | 0 | 0 | ||
Other, net | 0 | 0 | ||
Proceeds from/(repayments of) intercompany investing activities, net | 137 | 2 | ||
Net cash used in investing activities | (1,175) | 2 | ||
CASH FLOWS (USED IN)/FROM FINANCING ACTIVITIES | ||||
Net borrowings/(payments) on revolving credit facility | 90 | (143) | ||
Senior notes issued | 997 | 998 | ||
Proceeds from issuance of other debt | 600 | |||
Debt issuance costs | (13) | (8) | ||
Repayments of debt | (587) | 0 | ||
Repurchase of shares | 0 | 0 | ||
Proceeds from issuance of shares | 0 | 0 | ||
Payments of deferred and contingent consideration related to acquisitions | 0 | 0 | ||
Cash paid for employee taxes on withholding shares | 0 | 0 | ||
Dividends paid | 0 | 0 | ||
Acquisitions of and dividends paid to non-controlling interests | 0 | 0 | ||
Proceeds from/(repayments of) intercompany financing activities, net | 164 | (807) | ||
Net cash from/(used in) financing activities | 1,251 | 40 | ||
DECREASE IN CASH, CASH EQUIVALENTS AND RESTRICTED CASH | 0 | 0 | ||
Effect of exchange rate changes on cash, cash equivalents and restricted cash | 0 | 0 | ||
CASH AND CASH EQUIVALENTS, BEGINNING OF PERIOD | 0 | [2] | 0 | |
CASH, CASH EQUIVALENTS AND RESTRICTED CASH, END OF PERIOD | 0 | [2] | 0 | |
Trinity Acquisition plc [Member] | Reportable Legal Entities [Member] | ||||
Condensed Financial Statements, Captions [Line Items] | ||||
NET CASH FROM/(USED IN) OPERATING ACTIVITIES | (114) | 428 | ||
CASH FLOWS FROM/(USED IN) INVESTING ACTIVITIES | ||||
Additions to fixed assets and software for internal use | 0 | 0 | ||
Capitalized software costs | 0 | 0 | ||
Acquisitions of operations, net of cash acquired | 0 | 0 | ||
Net proceeds from sale of operations | 0 | 0 | ||
Other, net | 0 | 0 | ||
Proceeds from/(repayments of) intercompany investing activities, net | (809) | (42) | ||
Net cash used in investing activities | (809) | (42) | ||
CASH FLOWS (USED IN)/FROM FINANCING ACTIVITIES | ||||
Net borrowings/(payments) on revolving credit facility | (131) | (511) | ||
Senior notes issued | 0 | 0 | ||
Proceeds from issuance of other debt | 500 | |||
Debt issuance costs | 0 | 0 | ||
Repayments of debt | (234) | 0 | ||
Repurchase of shares | 0 | 0 | ||
Proceeds from issuance of shares | 0 | 0 | ||
Payments of deferred and contingent consideration related to acquisitions | 0 | 0 | ||
Cash paid for employee taxes on withholding shares | 0 | 0 | ||
Dividends paid | 0 | (332) | ||
Acquisitions of and dividends paid to non-controlling interests | 0 | 0 | ||
Proceeds from/(repayments of) intercompany financing activities, net | 788 | 457 | ||
Net cash from/(used in) financing activities | 923 | (386) | ||
DECREASE IN CASH, CASH EQUIVALENTS AND RESTRICTED CASH | 0 | 0 | ||
Effect of exchange rate changes on cash, cash equivalents and restricted cash | 0 | 0 | ||
CASH AND CASH EQUIVALENTS, BEGINNING OF PERIOD | 0 | [2] | 0 | |
CASH, CASH EQUIVALENTS AND RESTRICTED CASH, END OF PERIOD | $ 0 | [2] | $ 0 | |
[1] | As a result of the acquired TRANZACT collateralized facility (see Note 9 — | |||
[2] | As a result of the acquired TRANZACT collateralized facility (see Note 9 — |
Financial Information for Iss_7
Financial Information for Issuers and Other Guarantor Subsidiaries - Unaudited Condensed Consolidated Statement of Cash Flows (Parenthetical) (Details) - USD ($) | Sep. 30, 2019 | Dec. 31, 2018 | Sep. 30, 2018 | Dec. 31, 2017 |
Condensed Financial Statements, Captions [Line Items] | ||||
Restricted cash | $ 7,000,000 | $ 0 | $ 0 | $ 0 |
Prepaid Expenses and Other Current Assets [Member] | Tranzact Collateralized Facility [Member] | ||||
Condensed Financial Statements, Captions [Line Items] | ||||
Restricted cash | $ 7,000,000 |