Condensed_Consolidated_Stateme
Condensed Consolidated Statements of Operations (USD $) | 3 Months Ended | |
Sep. 30, 2013 | Sep. 30, 2012 | |
Condensed Consolidated Statements of Operations | ' | ' |
Revenue | $809,939,000 | $793,235,000 |
Costs of providing services: | ' | ' |
Salaries and employee benefits | 500,419,000 | 492,080,000 |
Professional and subcontracted services | 61,400,000 | 55,675,000 |
Occupancy | 33,545,000 | 37,781,000 |
General and administrative expenses | 68,769,000 | 76,278,000 |
Depreciation and amortization | 43,385,000 | 42,874,000 |
Transaction and integration expenses | ' | 9,273,000 |
Cost of Services | 707,518,000 | 713,961,000 |
Income from operations | 102,421,000 | 79,274,000 |
Loss from affiliates | ' | -56,000 |
Interest income | 529,000 | 694,000 |
Interest expense | -2,436,000 | -2,955,000 |
Other non-operating income | 38,000 | 2,352,000 |
Income from continuing operations before income taxes | 100,552,000 | 79,309,000 |
Provision for income taxes | 14,808,000 | 28,269,000 |
Income from continuing operations | 85,744,000 | 51,040,000 |
Income from discontinued operations, net of tax of $2,551 and $3,807, respectively | 2,444,000 | 6,746,000 |
Net income before non-controlling interests | 88,188,000 | 57,786,000 |
Less: Loss attributable to non-controlling interests | -26,000 | -941,000 |
Net income (attributable to common stockholders) | $88,214,000 | $58,727,000 |
Earnings per share: | ' | ' |
Basic earnings per share - Income from continuing operations | $1.21 | $0.73 |
Basic earnings per share - Income from discontinued operations | $0.04 | $0.09 |
Basic earnings per share - Net income | $1.25 | $0.82 |
Diluted earnings per share - Income from continuing operations | $1.21 | $0.72 |
Diluted earnings per share - Income from discontinued operations | $0.03 | $0.10 |
Diluted earnings per share - Net income | $1.24 | $0.82 |
Weighted average shares of common stock, basic | 70,801,000 | 71,494,000 |
Weighted average shares of common stock, diluted | 71,046,000 | 71,993,000 |
Condensed_Consolidated_Stateme1
Condensed Consolidated Statements of Operations (Parenthetical) (USD $) | 3 Months Ended | |
Sep. 30, 2013 | Sep. 30, 2012 | |
Condensed Consolidated Statements of Operations | ' | ' |
Discontinued operations, tax provision | $2,551,000 | $3,807,000 |
Condensed_Consolidated_Stateme2
Condensed Consolidated Statements of Comprehensive Income (USD $) | 3 Months Ended | |
Sep. 30, 2013 | Sep. 30, 2012 | |
Condensed Consolidated Statements of Comprehensive Income | ' | ' |
Net income before non-controlling interests | $88,188,000 | $57,786,000 |
Other comprehensive income, net of tax: | ' | ' |
Foreign currency translation | 70,910,000 | 46,859,000 |
Defined pension and post-retirement benefit costs | 3,112,000 | -7,740,000 |
Hedge effectiveness | -1,018,000 | -550,000 |
Available-for-sale securities | 186,000 | 164,000 |
Other comprehensive income before non-controlling interests | 73,190,000 | 38,733,000 |
Comprehensive income before non-controlling interests | 161,378,000 | 96,519,000 |
Comprehensive loss attributable to non-controlling interest | -224,000 | -144,000 |
Comprehensive income (attributable to common stockholders) | $161,602,000 | $96,663,000 |
Condensed_Consolidated_Balance
Condensed Consolidated Balance Sheets (USD $) | Sep. 30, 2013 | Jun. 30, 2013 |
Assets | ' | ' |
Cash and cash equivalents | $424,822,000 | $532,805,000 |
Fiduciary assets | 113,378,000 | 148,414,000 |
Short-term investments | 2,244,000 | 56,645,000 |
Receivables from clients: | ' | ' |
Billed, net of allowances of $13,033 and $12,768 | 475,024,000 | 519,580,000 |
Unbilled, at estimated net realizable value | 313,856,000 | 306,258,000 |
Receivables, Net, Current | 788,880,000 | 825,838,000 |
Other current assets | 150,360,000 | 148,519,000 |
Current assets held for sale | 56,434,000 | ' |
Total current assets | 1,536,118,000 | 1,712,221,000 |
Fixed assets, net | 359,681,000 | 346,915,000 |
Deferred income taxes | 80,192,000 | 86,313,000 |
Goodwill | 2,109,848,000 | 2,218,935,000 |
Intangible assets, net | 671,091,000 | 687,758,000 |
Other assets | 289,490,000 | 279,935,000 |
Noncurrent assets held for sale | 181,784,000 | ' |
Total Assets | 5,228,204,000 | 5,332,077,000 |
Liabilities | ' | ' |
Accounts payable, accrued liabilities and deferred income | 321,967,000 | 351,648,000 |
Employee-related liabilities | 336,417,000 | 560,831,000 |
Fiduciary liabilities | 113,378,000 | 148,414,000 |
Term loan - current | 25,000,000 | 25,000,000 |
Other current liabilities | 18,371,000 | 26,980,000 |
Current liabilities held for sale | 63,071,000 | ' |
Total current liabilities | 878,204,000 | 1,112,873,000 |
Revolving credit facility | 30,000,000 | 0 |
Term loan | 218,750,000 | 225,000,000 |
Accrued retirement benefits and other employee-related liabilities | 706,982,000 | 771,429,000 |
Professional liability claims reserve | 249,125,000 | 251,191,000 |
Other noncurrent liabilities | 234,207,000 | 226,750,000 |
Noncurrent liabilities held for sale | 2,195,000 | ' |
Total Liabilities | 2,319,463,000 | 2,587,243,000 |
Commitments and contingencies | ' | ' |
Statement [Line Items] | ' | ' |
Common Stock value | 746,000 | 746,000 |
Additional paid-in capital | 1,842,387,000 | 1,850,448,000 |
Treasury stock, at cost - 3,622,292 and 3,836,338 shares | -210,440,000 | -221,643,000 |
Retained earnings | 1,482,008,000 | 1,394,407,000 |
Accumulated other comprehensive loss | -226,076,000 | -299,464,000 |
Total Stockholders' Equity | 2,888,625,000 | 2,724,494,000 |
Non-controlling interest | 20,116,000 | 20,340,000 |
Total Equity | 2,908,741,000 | 2,744,834,000 |
Total Liabilities and Total Equity | 5,228,204,000 | 5,332,077,000 |
Class A Common Stock - $0.01 par value: 300,000,000 shares authorized; 69,178,097 and 69,178,097 issued and 65,555,805 and 65,341,759 outstanding[Member] | ' | ' |
Statement [Line Items] | ' | ' |
Common Stock value | 692,000 | 692,000 |
Class B Common Stock - $0.01 par value: 93,500,000 shares authorized; 5,374,070 and 5,374,070 issued and 5,374,070 and 5,374,070 outstanding [Member] | ' | ' |
Statement [Line Items] | ' | ' |
Common Stock value | $54,000 | $54,000 |
Condensed_Consolidated_Balance1
Condensed Consolidated Balance Sheets (Parentheticals) (USD $) | Sep. 30, 2013 | Jun. 30, 2013 |
Treasury Stock, Shares | 3,622,292 | 3,836,338 |
Allowance for Doubtful Accounts Receivable, Current | $13,033,000 | $12,768,000 |
Common Class A [Member] | ' | ' |
Common Stock, Par or Stated Value Per Share | $0.01 | $0.01 |
Common Stock, Shares, Authorized | 300,000,000 | 300,000,000 |
Common Stock, Shares, Issued | 69,178,097 | 69,178,097 |
Common Stock, Shares, Outstanding | 65,555,805 | 65,341,759 |
Common Class B [Member] | ' | ' |
Common Stock, Par or Stated Value Per Share | $0.01 | $0.01 |
Common Stock, Shares, Authorized | 93,500,000 | 93,500,000 |
Common Stock, Shares, Issued | 5,374,070 | 5,374,070 |
Common Stock, Shares, Outstanding | 5,374,070 | 5,374,070 |
Condensed_Consolidated_Stateme3
Condensed Consolidated Statements of Cash Flows (USD $) | 3 Months Ended | |
Sep. 30, 2013 | Sep. 30, 2012 | |
Cash flows used in operating activities: | ' | ' |
Net income before non-controlling interests | $88,188,000 | $57,786,000 |
Adjustments to reconcile net income to net cash used in operating activities: | ' | ' |
Provision for doubtful receivables from clients | 1,469,000 | 10,605,000 |
Depreciation | 24,492,000 | 23,986,000 |
Amortization of intangible assets | 19,330,000 | 19,622,000 |
Provision for deferred income taxes | 48,796,000 | 45,899,000 |
Stock-based compensation | 6,641,000 | 10,340,000 |
Other, net | 797,000 | -1,036,000 |
Changes in operating assets and liabilities | ' | ' |
Receivables from clients | 40,636,000 | -11,040,000 |
Fiduciary assets | -1,913,000 | 16,146,000 |
Other current assets | -4,264,000 | -23,145,000 |
Other noncurrent assets | -567,000 | -2,483,000 |
Accounts payable, accrued liabilities and deferred income | -17,790,000 | -16,214,000 |
Employee-related liabilities | -233,084,000 | -200,398,000 |
Fiduciary liabilities | 1,913,000 | -16,146,000 |
Accrued retirement benefits and other employee-related liabilities | -75,548,000 | -79,016,000 |
Professional liability claims reserves | -4,681,000 | 3,015,000 |
Other current liabilities | 1,787,000 | 19,000 |
Other noncurrent liabilities | -638,000 | 8,266,000 |
Income tax related accounts | -47,428,000 | -17,889,000 |
Cash flows used in operating activities | -151,864,000 | -171,683,000 |
Cash flows from/(used in) investing activities: | ' | ' |
Fixed assets and software for internal use | -25,760,000 | -30,662,000 |
Capitalized software costs | -10,408,000 | -14,157,000 |
Purchases of investments | -326,000 | -17,129,000 |
Sales and redemptions of investments | 54,580,000 | 10,545,000 |
Proceeds from divestitures | 0 | 1,927,000 |
Cash flows from/(used in) investing activities | 18,086,000 | -49,476,000 |
Cash flows from financing activities: | ' | ' |
Borrowings under credit facility | 30,000,000 | 309,200,000 |
Repayments under credit facility | 0 | -177,800,000 |
Repayments of notes payable | -6,250,000 | 0 |
Dividends paid | -613,000 | -7,056,000 |
Repurchases of common stock | -80,000 | -16,875,000 |
Payroll tax payments on vested shares | -6,965,000 | 0 |
Excess tax benefit | 9,065,000 | 0 |
Cash flows from financing activities | 25,157,000 | 107,469,000 |
Effect of exchange rates on cash | 638,000 | 13,338,000 |
Decrease in cash and cash equivalents | -107,983,000 | -100,352,000 |
Cash and cash equivalents at beginning of period | 532,805,000 | 478,179,000 |
Cash and cash equivalents at end of period | 424,822,000 | 377,827,000 |
Supplemental disclosures: | ' | ' |
Cash paid for interest | 955,000 | 1,999,000 |
Cash paid for income taxes, net of refunds | $12,172,000 | $3,656,000 |
Condensed_Consolidated_Stateme4
Condensed Consolidated Statement of Changes in Stockholders' Equity (USD $) | Total | Common Class A [Member] | Common Class B [Member] | Additional Paid-in Capital [Member] | Treasury Stock, at cost [Member] | Retained Earnings [Member] | Accumulated Other Comprehensive (Loss) Income [Member] | Noncontrolling Interest [Member] |
Balance as of at Jun. 30, 2013 | $2,744,834,000 | $692,000 | $54,000 | $1,850,448,000 | ($221,643,000) | $1,394,407,000 | ($299,464,000) | $20,340,000 |
Shares outstanding as of at Jun. 30, 2013 | ' | 69,178,000 | 5,374,000 | ' | ' | ' | ' | ' |
Net income/(loss) | 88,188,000 | ' | ' | ' | ' | 88,214,000 | ' | -26,000 |
Other comprehensive income/(loss) | 73,190,000 | ' | ' | ' | ' | ' | 73,388,000 | -198,000 |
Repurchases of common stock | -80,000 | ' | ' | ' | -80,000 | ' | ' | ' |
Shares received for employee taxes upon conversion of Restricted A Shares, value | -6,965,000 | ' | ' | ' | -6,965,000 | ' | ' | ' |
Exercises of stock options | 360,000 | ' | ' | -2,553,000 | 2,913,000 | ' | ' | ' |
Vesting of restricted stock units, value | -5,879,000 | ' | ' | -21,214,000 | 15,335,000 | ' | ' | ' |
Class A Common Stock: | ' | ' | ' | ' | ' | ' | ' | ' |
Cash dividends declared | -613,000 | ' | ' | ' | ' | -613,000 | ' | ' |
Excess tax benefits | 9,065,000 | ' | ' | 9,065,000 | ' | ' | ' | ' |
Stock-based compensation | 6,641,000 | ' | ' | 6,641,000 | ' | ' | ' | ' |
Balance as of at Sep. 30, 2013 | $2,908,741,000 | $692,000 | $54,000 | $1,842,387,000 | ($210,440,000) | $1,482,008,000 | ($226,076,000) | $20,116,000 |
Shares outstanding as of at Sep. 30, 2013 | ' | 69,178,000 | 5,374,000 | ' | ' | ' | ' | ' |
Document_and_Entity_Informatio
Document and Entity Information | 3 Months Ended | ||
Sep. 30, 2013 | Oct. 31, 2013 | Oct. 31, 2013 | |
Common Class A [Member] | Common Class B-4 [Member] | ||
Document And Entity Information [Abstract] | ' | ' | ' |
Document Type | '10-Q | ' | ' |
Document Period End Date | 30-Sep-13 | ' | ' |
Amendment Flag | 'false | ' | ' |
Document Fiscal Period Focus | 'Q1 | ' | ' |
Document Fiscal Year Focus | '2014 | ' | ' |
Current Fiscal Year End Date | '--06-30 | ' | ' |
Entity Central Index Key | '0001470215 | ' | ' |
Entity Filer Category | 'Large Accelerated Filer | ' | ' |
Entity Registrant Name | 'Towers Watson & Co. | ' | ' |
Statement [Line Items] | ' | ' | ' |
Entity Common Stock, Shares Outstanding | ' | 65,562,296 | 5,374,070 |
Organization_and_Basis_of_Pres
Organization and Basis of Presentation | 3 Months Ended |
Sep. 30, 2013 | |
Organization and Basis of Presentation [Abstract] | ' |
Organization and Basis of Presentation | ' |
Note 1 — Organization and Basis of Presentation. | |
The accompanying unaudited quarterly condensed consolidated financial statements of Towers Watson & Co. (“Towers Watson”, the “Company” or “we”) and our subsidiaries are presented in accordance with the rules and regulations of the Securities and Exchange Commission (“SEC”) for quarterly reports on Form 10-Q and therefore do not include all of the information and footnotes required by U.S. generally accepted accounting principles (“GAAP”). In the opinion of management, these condensed consolidated financial statements reflect all adjustments, consisting only of normal recurring adjustments, which are necessary for a fair presentation of the condensed consolidated financial statements and results for the interim periods. All intercompany accounts and transactions have been eliminated in consolidation. The condensed consolidated financial statements should be read together with the Towers Watson audited condensed consolidated financial statements and notes thereto contained in the Company's Annual Report on Form 10-K for the fiscal year ended June 30, 2013, which was filed with the SEC on August 15, 2013, and may be accessed via EDGAR on the SEC's web site at www.sec.gov. Balance sheet data as of June 30, 2013 was derived from Towers Watson's audited financial statements. | |
Towers Watson was formed on January 1, 2010, upon the merger (the “Merger”) of Watson Wyatt Worldwide, Inc. (“Watson Wyatt”) and Towers, Perrin, Forster & Crosby, Inc. (“Towers Perrin”). | |
Our fiscal year 2014 began July 1, 2013 and ends June 30, 2014. | |
The results of operations for the three months ended September 30, 2013 are not necessarily indicative of the results that can be expected for the entire fiscal year ending June 30, 2014. 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. | |
As discussed further in Note 2 – Discontinued Operations, we have classified the operating results of our insurance and reinsurance brokerage business as discontinued operations for all periods presented in our condensed consolidated statements of operations. We have also included the current and long-term assets and current liabilities of this business as held for sale in our condensed consolidated balance sheet as of September 30, 2013. | |
Discontinued_Operations
Discontinued Operations | 3 Months Ended | |||||||
Sep. 30, 2013 | ||||||||
Discontinued Operations and Disposal Group [Abstract] | ' | |||||||
Discontinued Operations | ' | |||||||
Note 2 —Discontinued Operations. | ||||||||
Sale of our Brokerage business. | ||||||||
On September 19, 2013, we entered into a definitive agreement to sell our Reinsurance and Property and Casualty Insurance Brokerage business (“Brokerage”) to Jardine Lloyd Thompson Group plc (“JLT”) for cash consideration of $250 million. The Brokerage business was a component of our Risk and Financial Services segment. We divested this business as part of our strategy to focus on the businesses where we are market leaders. We continue to focus on risk consulting, software and other services for the insurance industry. The business will be branded for a transitional period of 15 months as JLT Towers Re. | ||||||||
As part of the transaction, we entered into an Alliance Agreement with JLT that will ensure clients have continued access to our risk consulting and software services. This agreement will also provide JLT Towers Re with continued use of Towers Watson's proprietary actuarial models and software. The sale is subject to regulatory approvals and is expected to close in our second quarter of fiscal year 2014. | ||||||||
The Company assessed the guidance under Accounting Standards Codification 205 to determine if the Alliance Agreement or any other terms of the sale agreement constituted significant continuing direct cash flows or significant continuing involvement with the Brokerage business after the sale. The Company compared the cash flows expected to be recognized from the Brokerage business as a result of the continuation or migration of activities after the disposal transaction to the projected generation of cash flows by the Brokerage business that we could have expected absent the disposal transaction. Based on this analysis, the expected annual cash inflows or outflows related to the portion of revenues shared or commissions received or paid and software sales under the Alliance Agreement are each expected to represent approximately 1% or less of the annual revenues generated by our Brokerage business operations prior to the disposal. This was deemed not significant. | ||||||||
The Company also calculated the expected cash flows associated with the placement of its insurance and reinsurance arrangements. The Company has agreed to use JLT as its broker-of-record for all insurance and reinsurance transactions to which the Company's wholly-owned captive insurance company, Stone Mountain Insurance Company, is a party for the next five years. These amounts were previously eliminated as intercompany transactions, and are $2.8 million for fiscal year 2014. Additionally, the Company has agreed to a Transitional Services Agreement with JLT for a two-year period following the close of the transaction. The Company expects to incur approximately $6.3 million each year in occupancy or other infrastructure costs which will be prepaid or repaid by JLT during that time. The cash flows associated with these arrangements represent approximately 7.4% of the annual expenses generated by our Brokerage operations prior to the disposal, which was deemed not significant. | ||||||||
The Company noted that none of the aforementioned agreements or arrangements constituted significant continuing involvement because they do not afford the Company the ability to influence the financial or operating decisions of JLT. Accordingly, we concluded that the continuing cash flows expected after the sale of our Brokerage business do not preclude discontinued operations presentation, and the Company has therefore reclassified the results of our Brokerage business's operations as discontinued operations for all periods presented in our condensed consolidated statements of operations. The following selected financial information relates to the Brokerage business's operations for the three months ended September 30, 2013 and 2012: | ||||||||
Three months ended | ||||||||
September 30, | ||||||||
2013 | 2012 | |||||||
Revenue from discontinued operations | $ | 41,198 | $ | 41,014 | ||||
Net income from discontinued operations before taxes | 4,995 | 10,553 | ||||||
We have presented the current and noncurrent assets and liabilities of the disposal group as held for sale in our condensed consolidated balance sheets. The major classes of assets and liabilities classified as held for sale in our condensed consolidated balance sheet as of September 30, 2013 are as follows: | ||||||||
30-Sep-13 | ||||||||
Assets held for sale: | ||||||||
Fiduciary assets | $ | 40,155 | ||||||
Receivables, net | 11,964 | |||||||
Other current assets | 4,315 | |||||||
Current assets held for sale | 56,434 | |||||||
Fixed assets, net | 2,135 | |||||||
Deferred income taxes | 557 | |||||||
Goodwill | 168,769 | |||||||
Intangible assets, net | 8,230 | |||||||
Other assets | 2,093 | |||||||
Noncurrent assets held for sale | 181,784 | |||||||
Total assets held for sale | $ | 238,218 | ||||||
Liabilities held for sale: | ||||||||
Accounts payable, accrued liabilities and deferred income | $ | 11,359 | ||||||
Employee-related liabilities | 10,448 | |||||||
Fiduciary liabilities | 40,155 | |||||||
Other current liabilities | 1,109 | |||||||
Current liabilities held for sale | 63,071 | |||||||
Other noncurrent liabilities | 2,195 | |||||||
Noncurrent liabilities held for sale | 2,195 | |||||||
Total liabilities held for sale | $ | 65,266 | ||||||
Only the fiduciary assets and liabilities associated with the European businesses being sold have been reclassified to held for sale. North American fiduciary assets and liabilities have not been reclassified due to certain legal restrictions which do not permit the transfer of these assets and liabilities. | ||||||||
We estimate that the total consideration received at close will be $215 million. Total transaction and integration costs are expected to be approximately $5 million. | ||||||||
Investments
Investments | 3 Months Ended | |||||||||||||||||||||||
Sep. 30, 2013 | ||||||||||||||||||||||||
Investment [Abstract] | ' | |||||||||||||||||||||||
Investments | ' | |||||||||||||||||||||||
Note 3 — Investments. | ||||||||||||||||||||||||
We hold available-for-sale investments comprised of fixed income securities, equity securities and mutual funds / exchange-traded funds (See Note 5 – Fair Value Measurements for the investments by type of security). The fixed income securities all mature within twelve months of the balance sheet date and are classified as short-term investments on the condensed consolidated balance sheet. We held no trading or held-to-maturity securities as of September 30, 2013 and June 30, 2013. Additional information on available-for-sale security balances is provided in the following table as of September 30, 2013 and June 30, 2013: | ||||||||||||||||||||||||
30-Sep-13 | 30-Jun-13 | |||||||||||||||||||||||
Amortized | Unrealized | Unrealized | Estimated | Amortized | Unrealized | Unrealized | Estimated | |||||||||||||||||
Cost | Gains | Losses | Fair Value | Cost | Gains | Losses | Fair Value | |||||||||||||||||
Fixed income securities | $ | 2,002 | $ | 5 | $ | - | $ | 2,007 | $ | 56,602 | $ | 15 | $ | -2 | $ | 56,615 | ||||||||
Equity securities (a) | 853 | 753 | - | 1,606 | 853 | 476 | -1 | 1,328 | ||||||||||||||||
Mutual funds and | ||||||||||||||||||||||||
exchange-traded funds | 26,769 | 976 | - | 27,745 | 26,666 | 14 | -97 | 26,583 | ||||||||||||||||
Classified as other assets held for sale on the condensed consolidated balance sheet as of September 30, 2013. | ||||||||||||||||||||||||
For all investments, other than fixed income securities, amortized cost represents the cost basis of the investment as of the purchase or Merger date. Proceeds from sales and maturities of investments of available-for-sale securities during the three months ended September 30, 2013 were $54.6 million, resulting in no realized gains/losses. Proceeds from sales and maturities of investments of available-for-sale securities during the three months ended September 30, 2012 were $9.3 million, resulting in no realized gains/losses. | ||||||||||||||||||||||||
There were no material investments that have been in a continuous loss position for more than six months, and there have been no other-than-temporary impairments recognized. The aggregate fair value of investments with unrealized losses as of September 30, 2013 and June 30, 2013 were zero and $36.3 million, respectively. | ||||||||||||||||||||||||
Goodwill_and_Intangible_Assets
Goodwill and Intangible Assets | 3 Months Ended | |||||||||||||||||||
Sep. 30, 2013 | ||||||||||||||||||||
Goodwill and Intangible Assets [Abstract] | ' | |||||||||||||||||||
Goodwill and Intangible Assets | ' | |||||||||||||||||||
Note 4 — Goodwill and Intangible Assets. | ||||||||||||||||||||
The components of goodwill and intangible assets are outlined below for the three months ended September 30, 2013: | ||||||||||||||||||||
Risk and | ||||||||||||||||||||
Financial | Talent and | Exchange | ||||||||||||||||||
Benefits | Services | Rewards | Solutions | All Other | Total | |||||||||||||||
Balance as of June 30, 2013 | $ | 1,233,272 | $ | 534,150 | $ | 108,850 | $ | 341,449 | $ | 1,214 | $ | 2,218,935 | ||||||||
Reclassified to held for sale | - | -168,769 | - | - | - | -168,769 | ||||||||||||||
Translation adjustment | 37,994 | 18,398 | 3,290 | - | - | 59,682 | ||||||||||||||
Balance as of September 30, 2013 | $ | 1,271,266 | $ | 383,779 | $ | 112,140 | $ | 341,449 | $ | 1,214 | $ | 2,109,848 | ||||||||
Included in the Risk and Financial Services segment is the reduction of $168.8 million of goodwill associated with the impending sale of our Brokerage business at September 2013 and expected to be completed in the second quarter of our fiscal 2014 year. This amount has been classified as non-current assets held-for-sale on the accompanying condensed consolidated balance sheet as of September 30, 2013. | ||||||||||||||||||||
The following table reflects changes in the net carrying amount of the components of finite-lived intangible assets for the three months ended September 30, 2013: | ||||||||||||||||||||
Customer | Core/ | Favorable | ||||||||||||||||||
related | developed | lease | ||||||||||||||||||
intangible | technology | agreements | Total | |||||||||||||||||
Balance as of June 30, 2013 | $ | 246,247 | $ | 69,515 | $ | 3,565 | $ | 319,327 | ||||||||||||
Amortization | -11,637 | -7,693 | -237 | -19,567 | ||||||||||||||||
Reclassified to held for sale | -8,230 | - | - | -8,230 | ||||||||||||||||
Translation adjustment | 4,689 | 485 | 12 | 5,186 | ||||||||||||||||
Balance as of September 30, 2013 | $ | 231,069 | $ | 62,307 | $ | 3,340 | $ | 296,716 | ||||||||||||
For the three months ended September 30, 2013 and 2012, we recorded $19.3 million and $19.6 million, respectively, of amortization related to our intangible assets, exclusive of favorable lease agreements. These amounts include amortization that has been classified within income from discontinued operations on the accompanying condensed consolidated statements of operations. | ||||||||||||||||||||
Included in the change in customer related intangible assets is the reduction of $8.2 million associated with the impending sale of our Brokerage business at September 2013 and expected to be completed in the second quarter of our fiscal 2014 year. This amount has been classified as non-current assets held-for-sale on the accompanying condensed consolidated balance sheet as of September 30, 2013. | ||||||||||||||||||||
As part of the integration of our Retirement business, during the second quarter of fiscal 2012, management decided to discontinue the use of an application that was acquired in the Merger with an expected useful life of ten years. We calculated no impairment associated with this application and we shortened the life of the intangible asset and accelerated the amortization in the same pattern in which our clients are transitioned to the surviving application, which is expected to occur predominantly over the next two to three years. To develop our estimated useful remaining life of the application, we are using client engagement revenue and the planned transition developed by our business management. As a result, we recorded an additional $0.9 million of amortization for the three months ended September 30, 2013, and an additional $2.0 million of amortization for the three months ended September 30, 2012. | ||||||||||||||||||||
Our indefinite-lived non-amortizable intangible assets consist of acquired trade names. The carrying value of these assets were $374.4 million and $368.4 million as of September 30, 2013 and June 30, 2013, respectively. The change during the period was due to foreign currency translation. | ||||||||||||||||||||
Our acquired unfavorable lease liabilities were $12.7 million and $13.5 million as of September 30, 2013 and June 30, 2013, respectively, and are recorded in the other noncurrent liabilities in the condensed consolidated balance sheet. The change for the three months ended September 30, 2013 was comprised of a reduction to rent expense of $0.8 million. | ||||||||||||||||||||
The following table reflects the carrying value of finite-lived intangible assets and liabilities as of September 30, 2013 and June 30, 2013: | ||||||||||||||||||||
As of September 30, 2013 | As of June 30, 2013 | |||||||||||||||||||
Gross | Gross | |||||||||||||||||||
Carrying | Accumulated | Carrying | Accumulated | |||||||||||||||||
Amount | Amortization | Amount | Amortization | |||||||||||||||||
Finite-lived intangible assets and liabilities: | ||||||||||||||||||||
Trade name | $ | 370 | 370 | $ | 370 | 370 | ||||||||||||||
Customer related intangibles | 384,938 | 153,869 | 390,027 | 143,780 | ||||||||||||||||
Core/developed technology | 165,598 | 103,291 | 164,762 | 95,247 | ||||||||||||||||
Favorable lease agreements | 6,523 | 3,183 | 6,496 | 2,931 | ||||||||||||||||
Total finite-lived intangible assets | $ | 557,429 | $ | 260,713 | $ | 561,655 | $ | 242,328 | ||||||||||||
Unfavorable lease agreements | 26,024 | 13,348 | 25,591 | 12,122 | ||||||||||||||||
Total finite-lived intangible liabilities | $ | 26,024 | $ | 13,348 | $ | 25,591 | $ | 12,122 | ||||||||||||
Certain trademark and trade-name intangible assets have indefinite useful lives and are not amortized. The weighted average remaining life of amortizable intangible assets and liabilities at September 30, 2013 was 5.8 years. | ||||||||||||||||||||
The following table reflects: | ||||||||||||||||||||
1) future estimated amortization expense for amortizable intangible assets consisting of customer related intangibles and core/developed technology, and | ||||||||||||||||||||
2) the rent offset resulting from the amortization of the net lease intangible assets and liabilities for the remainder of fiscal 2014 and for subsequent fiscal years: | ||||||||||||||||||||
Rent (Offset) | ||||||||||||||||||||
Fiscal year ending June 30, | Amortization | Expense | ||||||||||||||||||
2014 | $ | 50,944 | $ | -2,283 | ||||||||||||||||
2015 | 61,319 | -1,846 | ||||||||||||||||||
2016 | 52,437 | -1,621 | ||||||||||||||||||
2017 | 47,922 | -1,916 | ||||||||||||||||||
2018 | 37,619 | -1,823 | ||||||||||||||||||
Thereafter | 43,135 | 153 | ||||||||||||||||||
Total | $ | 293,376 | $ | -9,336 |
Fair_Value_Measurements
Fair Value Measurements | 3 Months Ended | ||||||||||||
Sep. 30, 2013 | |||||||||||||
Fair Value Measurements [Abstract] | ' | ||||||||||||
Fair Value Measurements | ' | ||||||||||||
Note 5 — Fair Value Measurements. | |||||||||||||
We have categorized our financial instruments into a three-level fair value hierarchy. The fair value hierarchy gives the highest priority to quoted prices in active markets for identical assets and liabilities (Level 1) and lowest priority to unobservable inputs (Level 3). In some cases, the inputs used to measure fair value might fall into different levels of the fair value hierarchy. In such cases, for disclosure purposes, the level in the fair value hierarchy within which the fair value measurement in its entirety falls is determined based on the lowest level input that is significant to the fair value measurement in its entirety. | |||||||||||||
Financial assets and liabilities recorded in the accompanying condensed consolidated balance sheets are categorized based on the inputs in the valuation techniques as follows: | |||||||||||||
Level 1 — Financial assets and liabilities whose values are based on quoted prices (unadjusted) in active markets for identical assets or liabilities that the reporting entity can access at the measurement date. | |||||||||||||
Level 2 — Financial assets and liabilities whose values are based on inputs other than quoted prices included within Level 1 that are observable for the asset or liability, either directly or indirectly. | |||||||||||||
Level 3 — Financial assets and liabilities whose values are based on unobservable inputs for the asset or liability. | |||||||||||||
The following presents our assets and liabilities measured at fair value on a recurring basis as of September 30, 2013 and June 30, 2013: | |||||||||||||
Fair Value Measurements on a Recurring Basis at | |||||||||||||
30-Sep-13 | |||||||||||||
Level 1 | Level 2 | Level 3 | Total | ||||||||||
Assets: | |||||||||||||
Available-for-sale securities: | |||||||||||||
U.S. treasury securities and obligations of the U.S government, | |||||||||||||
government agencies and authorities (a) | $ | 2,007 | $ | - | $ | - | $ | 2,007 | |||||
Equity securities (b) | 1,606 | - | - | 1,606 | |||||||||
Mutual funds / exchange traded funds (c) | 27,745 | - | - | 27,745 | |||||||||
Derivatives: | |||||||||||||
Foreign exchange forwards (d) | - | 778 | - | 778 | |||||||||
Liabilities: | |||||||||||||
Derivatives: | |||||||||||||
Foreign exchange forwards (d) | $ | - | $ | 1,670 | $ | - | $ | 1,670 | |||||
Fair Value Measurements on a Recurring Basis at | |||||||||||||
30-Jun-13 | |||||||||||||
Level 1 | Level 2 | Level 3 | Total | ||||||||||
Assets: | |||||||||||||
Available-for-sale securities: | |||||||||||||
U.S. treasury securities and obligations of the U.S government, | |||||||||||||
government agencies and authorities (a) | $ | 2,014 | $ | - | $ | - | $ | 2,014 | |||||
U.S. Corporate bonds (a) | - | 53,100 | - | 53,100 | |||||||||
Foreign corporate bonds (a) | - | 1,501 | - | 1,501 | |||||||||
Equity securities (b) | 1,328 | - | - | 1,328 | |||||||||
Mutual funds / exchange-traded funds (c) | 26,583 | - | - | 26,583 | |||||||||
Derivatives: | |||||||||||||
Foreign exchange forwards (d) | - | 546 | - | 546 | |||||||||
Liabilities: | |||||||||||||
Derivatives: | |||||||||||||
Foreign exchange forwards (d) | $ | - | $ | 353 | $ | - | $ | 353 | |||||
These assets are included in short-term investments on the condensed consolidated balance sheet. | |||||||||||||
These assets are included in other assets held for sale and other assets on the condensed consolidated balance sheet at September 30, 2013 and June 30, 2013, respectively. | |||||||||||||
These assets are included in other assets on the condensed consolidated balance sheet. | |||||||||||||
These derivative investments are included in other current assets or accounts payable, accrued liabilities and deferred income on the condensed consolidated balance sheet. See Note 6 for further information on our derivative investments. | |||||||||||||
We record gains or losses related to the changes in the fair value of our financial instruments for foreign exchange forward contracts accounted for as foreign currency hedges in general and administrative expenses in the condensed consolidated statements of operations. For the three months ended September 30, 2013, we recorded a gain of $0.6 million for instruments still held at September 30, 2013. For the three months ended September 30, 2012, we recorded a gain of $1.0 million for instruments still held at September 30, 2012. There were no material gains or losses recorded in the condensed consolidated statements of operations for available-for-sale securities still held at September 30, 2013 or 2012. | |||||||||||||
To determine the fair value of our derivative positions, we use valuations from the counterparty of each hedge. This is a Level 2 valuation based on observable rates in the market. Counterparties use proprietary models to calculate values and are not actual quotes that could be used to terminate the contracts, but we believe the valuations are very close to the value of each contract if terminated since we review the valuations and compare these valuations against our own calculated fair value. We monitor the counterparty default risk both before the hedge is placed and prospectively throughout the life of the contract and would adjust fair values if asset impairment was deemed significant. | |||||||||||||
The U.S. Treasury securities, equity securities, exchange traded funds and mutual funds are valued using quoted market prices as of the end of the trading day. Corporate bonds and certain obligations of government agencies or states, municipalities and political subdivisions are valued based on yields currently available on comparable securities of issuers with similar credit ratings. We monitor the value of the investments for other-than-temporary impairment on a quarterly basis. | |||||||||||||
The availability of observable market data is monitored to assess the appropriate classification of financial instruments within the fair value hierarchy. Changes in economic conditions or model-based valuation techniques may require the transfer of financial instruments from one fair value level to another. In such instances, the transfer is reported at the beginning of the reporting period. There were no transfers between Levels 1, 2 or 3 during the three months ended September 30, 2013. | |||||||||||||
Derivative_Financial_Instrumen
Derivative Financial Instruments | 3 Months Ended | |||||||||||||||||||||||
Sep. 30, 2013 | ||||||||||||||||||||||||
Derivative Financial Instruments [Abstract] | ' | |||||||||||||||||||||||
Derivative Financial Instruments | ' | |||||||||||||||||||||||
Note 6 — Derivative Financial Instruments. | ||||||||||||||||||||||||
We are exposed to market risk from changes in foreign currency exchange rates. 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. We do not enter into derivative transactions for trading purposes. | ||||||||||||||||||||||||
A number of our foreign subsidiaries receive revenues (through either internal or external billing) in currencies other than their functional currency. As a result, the foreign subsidiary's functional currency revenue will fluctuate as the currency exchange rates change. To reduce this variability, we use foreign exchange forward contracts to hedge the foreign exchange risk of the forecasted collections. We have designated these derivatives as cash flow hedges of its forecasted foreign currency denominated collections. We also use derivative financial contracts, principally foreign exchange forward contracts, to hedge other non-functional currency obligations. These exposures primarily arise from intercompany lending and other liabilities denominated in foreign currencies. At September 30, 2013, the longest outstanding maturity was 11 months. As of September 30, 2013, a net $1.5 million pretax loss was deferred in accumulated other comprehensive income and is expected to be recognized in general and administrative expenses during the next 12 months when the hedged revenue is recognized. During the three months ended September 30, 2013, we recognized no material gains or losses due to hedge ineffectiveness. | ||||||||||||||||||||||||
As of September 30, 2013 and June 30, 2013, we had cash flow and economic hedges with a notional value of $90.1 million and $107.2 million, respectively, to hedge cash flow and balance sheet exposures. We determine the fair value of our foreign currency derivatives based on quoted prices received from the counterparty for each contract, which we evaluate using pricing models whose inputs are observable. The net fair value of all derivatives held as of September 30, 2013 and June 30, 2013 was a liability of $0.9 million and an asset of $0.2 million, respectively. See Note 5, Fair Value Measurements, for further information regarding the determination of fair value. | ||||||||||||||||||||||||
The fair value of our derivative instruments held as of September 30, 2013 and June 30, 2013 and their location in the condensed consolidated balance sheet are as follows: | ||||||||||||||||||||||||
Derivative assets | Derivative liabilities | |||||||||||||||||||||||
Balance sheet | Balance sheet | |||||||||||||||||||||||
location | Fair value | location | Fair value | |||||||||||||||||||||
September 30, | June 30, | September 30, | June 30, | |||||||||||||||||||||
2013 | 2013 | 2013 | 2013 | |||||||||||||||||||||
Derivatives designated as hedging instruments: | ||||||||||||||||||||||||
Accounts payable, | ||||||||||||||||||||||||
accrued liabilities | ||||||||||||||||||||||||
Foreign exchange forwards | Other current assets | $ | 213 | $ | 395 | and deferred income | $ | -1,667 | $ | -159 | ||||||||||||||
Derivatives not designated as hedging instruments: | ||||||||||||||||||||||||
Accounts payable, | ||||||||||||||||||||||||
accrued liabilities | ||||||||||||||||||||||||
Foreign exchange forwards | Other current assets | 565 | 151 | and deferred income | -3 | -194 | ||||||||||||||||||
Total derivative assets (liabilities) | $ | 778 | $ | 546 | $ | -1,670 | $ | -353 | ||||||||||||||||
The effects of derivative instruments that are designated as hedging instruments on the condensed consolidated statement of operations and the condensed consolidated statement of changes in stockholders' equity for the three months ended September 30, 2013 and 2012 are as follows: | ||||||||||||||||||||||||
Location of gain (loss) | Gain (loss) recognized | |||||||||||||||||||||||
Derivatives designated as | Location | recognized in income | in income (ineffective | |||||||||||||||||||||
hedging instruments for | Loss | of gain reclassified | Gain reclassified | (ineffective portion and | portion and | |||||||||||||||||||
the three months ended | recognized in OCI | from OCI into income | from OCI into income | amount excluded from | amount excluded from | |||||||||||||||||||
September 30, 2013 and 2012: | (effective portion) | (effective portion) | (effective portion) | effectiveness testing) | effectiveness testing) | |||||||||||||||||||
2013 | 2012 | 2013 | 2012 | 2013 | 2012 | |||||||||||||||||||
Foreign exchange | General and | General and | ||||||||||||||||||||||
forwards | $ | -1,632 | $ | -684 | administrative expenses | $ | 62 | $ | 230 | administrative expenses | $ | 1 | $ | -1 | ||||||||||
Total | $ | -1,632 | $ | -684 | $ | 62 | $ | 230 | $ | 1 | $ | -1 | ||||||||||||
Included in the notional values above are $32.4 million and $33.6 million as of September 30, 2013 and June 30, 2013, respectively, of derivatives held as economic hedges primarily to hedge intercompany loans denominated in currencies other than the functional currency. The effects of derivatives that have not been designated as hedging instruments on the condensed consolidated statement of operations for the three months ended September 30, 2013 and 2012 are as follows: | ||||||||||||||||||||||||
Gain (loss) recognized in income | ||||||||||||||||||||||||
Three Months Ended | ||||||||||||||||||||||||
Derivatives not designated as | Location of gain (loss) | September 30, | ||||||||||||||||||||||
hedging instruments: | recognized in income | 2013 | 2012 | |||||||||||||||||||||
Foreign exchange forwards | General and administrative expenses | $ | 1,147 | -381 | ||||||||||||||||||||
Total | $ | 1,147 | -381 |
Retirement_Benefits
Retirement Benefits | 3 Months Ended | |||||||||||||
Sep. 30, 2013 | ||||||||||||||
Retirement Benefits [Abstract] | ' | |||||||||||||
Retirement Benefits | ' | |||||||||||||
Note 7 — Retirement Benefits. | ||||||||||||||
Defined Benefit Plans | ||||||||||||||
Towers Watson sponsors both qualified and non-qualified defined benefit pension plans and other post-retirement benefit plans in North America and Europe. As of June 30, 2013, these funded and unfunded plans represented 98 percent of Towers Watson's pension and other post-retirement benefit obligations and are disclosed herein. Towers Watson also sponsors funded and unfunded defined benefit pension plans in certain other countries as well, representing the remaining two percent of the liability. | ||||||||||||||
Components of Net Periodic Benefit Cost for Defined Benefit Pension Plans | ||||||||||||||
The following tables set forth the components of net periodic benefit cost for the Company's defined benefit pension plan for North America and Europe for the three months ended September 30, 2013 and 2012: | ||||||||||||||
Three Months Ended September 30, | ||||||||||||||
2013 | 2012 | |||||||||||||
North | North | |||||||||||||
America | Europe | America | Europe | |||||||||||
Service cost | $ | 17,788 | $ | 2,965 | $ | 17,938 | $ | 3,210 | ||||||
Interest cost | 35,354 | 9,847 | 33,997 | 9,693 | ||||||||||
Expected return on plan assets | -47,226 | -11,056 | -46,286 | -10,838 | ||||||||||
Amortization of net loss | 5,649 | 2,169 | 11,508 | 1,499 | ||||||||||
Amortization of prior service (credit)/cost | -2,095 | 10 | -2,094 | 10 | ||||||||||
Net periodic benefit cost/(credit) | $ | 9,470 | $ | 3,935 | $ | 15,063 | $ | 3,574 | ||||||
The decrease in our North American pension expense was due to a decrease in the amortization of actuarial losses. This decrease was driven primarily by an increase in the discount rate from fiscal year 2013 to fiscal year 2014. Additionally, favorable investment returns during fiscal year 2013 combined with the recognition of the majority of our previously deferred actuarial losses during fiscal year 2013 have resulted in reduced actuarial losses being recognized in fiscal year 2014. | ||||||||||||||
Components of Net Periodic Benefit Cost for Other Postretirement Plans | ||||||||||||||
The following table sets forth the components of net periodic benefit cost for the Company's post-retirement plans for the three months ended September 30, 2013 and 2012: | ||||||||||||||
Three Months Ended | ||||||||||||||
September 30, | ||||||||||||||
2013 | 2012 | |||||||||||||
Service cost | $ | 367 | 445 | |||||||||||
Interest cost | 2,223 | 2,210 | ||||||||||||
Expected return on plan assets | -28 | -33 | ||||||||||||
Amortization of net (gain)/loss | -430 | 105 | ||||||||||||
Amortization of prior service credit | -1,752 | -2,066 | ||||||||||||
Net periodic benefit cost | $ | 380 | $ | 661 | ||||||||||
Employer Contributions to Defined Benefit Pension Plans | ||||||||||||||
The Company made $56.8 million in contributions to the North American plans during the first three months of fiscal year 2014 and anticipates making $16.5 million in contributions over the remainder of the fiscal year. The Company made $4.7 million in contributions to European plans during the first three months of fiscal year 2014 and anticipates making $22.6 million in contributions over the remainder of the fiscal year. | ||||||||||||||
Defined Contribution Plans | ||||||||||||||
The cost of the Company's contributions to the various U.S. defined contribution plans for the three months ended September 30, 2013 and 2012 amounted to $6.0 million and $5.6 million, respectively. | ||||||||||||||
The cost of the Company's contributions to the various U.K. defined contribution plans for the three months ended September 30, 2013 and 2012 amounted to $5.8 million and $5.5 million, respectively. |
Debt_Commitments_and_Contingen
Debt, Commitments and Contingent Liabilities | 3 Months Ended |
Sep. 30, 2013 | |
Debt Commitments And Contingent Liabilities [Abstract] | ' |
Debt, Commitments and Contingent Liabilities | ' |
Note 8 — Debt, Commitments and Contingent Liabilities. | |
The debt, commitments and contingencies described below are currently in effect and would require Towers Watson, or domestic subsidiaries, to make payments to third parties under certain circumstances. In addition to commitments and contingencies specifically described below, Towers Watson has historically provided guarantees on an infrequent basis to third parties in the ordinary course of business. | |
Towers Watson Senior Credit Facility | |
On November 7, 2011, Towers Watson and certain subsidiaries entered into a five-year, $500 million revolving credit facility, which amount may be increased by an aggregate amount of $250 million, subject to the satisfaction of customary terms and conditions, with a syndicate of banks (the “Senior Credit Facility”). Borrowings under the Senior Credit Facility bear interest at a spread to either LIBOR or the Prime Rate. During the three months ended September 30, 2013 and 2012, the weighted-average interest rate on borrowings under the Senior Credit Facility was 1.43% and 1.53%, respectively. We are charged a quarterly commitment fee, currently 0.175% of the Senior Credit Facility, which varies with our financial leverage and is paid on the unused portion of the Senior Credit Facility. Obligations under the Senior Credit Facility are guaranteed by Towers Watson and all of its domestic subsidiaries (other than Professional Consultants Insurance Company (“PCIC”), a majority-owned captive insurance company, and Stone Mountain Insurance Company (“SMIC”), a wholly-owned captive insurance company). | |
The Senior Credit Facility contains customary representations and warranties and affirmative and negative covenants. The Senior Credit Facility requires Towers Watson to maintain certain financial covenants that include a minimum Consolidated Interest Coverage Ratio and a maximum Consolidated Leverage Ratio (which terms in each case are defined in the Senior Credit Facility). In addition, the Senior Credit Facility contains restrictions on the ability of Towers Watson to, among other things, incur additional indebtedness; pay dividends; make distributions; create liens on assets; make acquisitions; dispose of property; engage in sale-leaseback transactions; engage in mergers or consolidations, liquidations and dissolutions; engage in certain transactions with affiliates; and make changes in lines of businesses. As of September 30, 2013, we were in compliance with our covenants. | |
As of September 30, 2013, Towers Watson had borrowings of $30.0 million outstanding under the Senior Credit Facility. | |
Letters of Credit under the Senior Credit Facility | |
As of September 30, 2013, Towers Watson had standby letters of credit totaling $21.4 million associated with our captive insurance companies in the event that we fail to meet our financial obligations. Additionally, Towers Watson had $1.5 million of standby letters of credit covering various other existing or potential business obligations. The aforementioned letters of credit are issued under the Senior Credit Facility, and therefore reduce the amount that can be borrowed under the Senior Credit Facility by the outstanding amount of these standby letters of credit. | |
Term Loan Agreement Due June 2017 | |
On June 1, 2012, the Company entered into a five-year $250 million amortizing term loan facility (“the Term Loan”) with a consortium of banks. The interest rate on the term loan is based on the Company's choice of one, three or six month LIBOR plus a spread of 1.25% to 1.75%, or alternatively the bank base rate plus 0.25% to 0.75%. The spread to each index is dependent on the Company's consolidated leverage ratio. The weighted-average interest rate on the Term Loan during the three months ended September 30, 2013 and 2012 was 1.44% and 1.50%, respectively. The Term Loan amortizes at a rate of $6.25 million per quarter, beginning in September 2013, with a final maturity date of June 1, 2017. The Company has the right to prepay a portion or all of the outstanding Term Loan balance on any interest payment date without penalty. At September 30, 2013, the balance on the Term Loan was $243.75 million. | |
This agreement contains substantially the same terms and conditions as our Senior Credit Facility, including guarantees from all of the domestic subsidiaries of Towers Watson (other than PCIC and SMIC). The Company entered into the Term Loan as part of the financing of our acquisition of Extend Health. | |
Indemnification Agreements | |
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 Towers Watson's obligations and the unique facts of each particular agreement, Towers Watson does not believe any potential liability that might arise from such indemnity provisions is probable or material. There are no provisions for recourse to third parties, nor are any assets held by any third parties that any guarantor can liquidate to recover amounts paid under such indemnities. | |
Legal Proceedings | |
From time to time, Towers Watson and its subsidiaries, including Watson Wyatt and Towers Perrin, are parties to various lawsuits, arbitrations or mediations that arise in the ordinary course of business. The matters reported on below are the material pending claims against Towers Watson and its subsidiaries. We do not expect the impact of claims not described below to be material to Towers Watson's financial statements. We also receive subpoenas in the ordinary course of business and, from time-to-time, receive requests for information in connection with governmental investigations. | |
Towers Watson carries substantial professional liability insurance which, effective July 1, 2010, has been provided by SMIC. For the policy period beginning July 1, 2011 certain changes were made to our professional liability insurance program. These changes remain in-force for the policy periods beginning July 1, 2011 and ending July 1, 2014. Our professional liability insurance includes a $10 million aggregate self-insured retention above the $1 million self-insured retention per claim, including the cost of defending such claims. SMIC provides us with $40 million of coverage per claim and in the aggregate, above the retentions, including the cost of defending such claims. SMIC secured $25 million of reinsurance from unaffiliated reinsurance companies in excess of the $15 million SMIC retained layer. Excess insurance attaching above the SMIC coverage is provided by various unaffiliated commercial insurance companies. | |
This structure effectively results in Towers Watson and SMIC bearing the first $25 million of loss per occurrence or in the aggregate above the $1 million per claim self-insured retention. As a wholly-owned captive insurance company, SMIC is consolidated into our financial statements. | |
Before the Merger, Watson Wyatt and Towers Perrin each obtained substantial professional liability insurance from PCIC. A limit of $50 million per claim and in the aggregate was provided by PCIC subject to a $1 million per claim self-insured retention. PCIC secured reinsurance of $25 million attaching above the $25 million PCIC retained layer from unaffiliated reinsurance companies. Our ownership interest in PCIC is 72.86%. As a consequence, PCIC's results are consolidated in Towers Watson's operating results. PCIC ceased issuing insurance policies effective July 1, 2010 and at that time entered into a run-off mode of operation. Our shareholder agreements with PCIC could require additional payments to PCIC if development of claims significantly exceeds prior expectations. | |
We provide for the self-insured retention where specific estimated losses and loss expenses for known claims are considered probable and reasonably estimable. Although we maintain professional liability insurance coverage, this insurance does not cover claims made after expiration of our current policies of insurance. Generally accepted accounting principles require that we record a liability for incurred but not reported (“IBNR”) professional liability claims if they are probable and reasonably estimable, and for which we have not yet contracted for insurance coverage. We use actuarial assumptions to estimate and record our IBNR liability. As of September 30, 2013, we had a $187.2 million IBNR liability balance, net of recoverable receivables of our captive insurance companies. This net liability was $184.1 million as of June 30, 2013. To the extent our captive insurance companies, PCIC and SMIC, expect losses to be covered by a third party, they record a receivable for the amount expected to be recovered. This receivable is classified in other current or other noncurrent assets in our condensed consolidated balance sheet. | |
We reserve 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. | |
Former Towers Perrin shareholder litigation | |
A putative class action lawsuit filed by certain former shareholders of Towers Perrin (the "Dugan Action") previously was reported in Amendment No. 3 to the Registration Statement on Form S-4/A (File No. 333-161705) filed on November 9, 2009 by the Jupiter Saturn Holding Company (the "Registration Statement"). As reported in the Registration Statement, the complaint was filed on November 5, 2009 against Towers Perrin, members of its board of directors, and certain members of senior management in the United States District Court for the Eastern District of Pennsylvania. | |
Plaintiffs in this action are former members of Towers Perrin's senior management, who left Towers Perrin at various times between 1995 and 2000. The Dugan plaintiffs seek to represent a class of former Towers Perrin shareholders who separated from service on or after January 1, 1971, and who also meet certain other specified criteria. The complaint does not contain a quantification of the damages sought. | |
On December 9, 2009, Watson Wyatt was informed by Towers Perrin of a settlement demand from the plaintiffs in the Dugan Action. Although the complaint in the Dugan Action does not contain a quantification of the damages sought, plaintiffs' settlement demand, which was orally communicated to Towers Perrin on December 8, 2009 and in writing on December 9, 2009, sought a payment of $800 million to settle the action on behalf of the proposed class. Plaintiffs requested that Towers Perrin communicate the settlement demand to Watson Wyatt. | |
On December 17, 2009, four other former Towers Perrin shareholders, all of whom voluntarily left Towers Perrin in May or June 2005 and all of whom are excluded from the proposed class in the Dugan Action, commenced a separate legal proceeding (the "Allen Action") in the United States District Court for the Eastern District of Pennsylvania alleging the same claims in substantially the same form as those alleged in the Dugan Action. A fifth plaintiff joined this action on August 29, 2011. These plaintiffs are proceeding in their individual capacities and do not seek to represent a proposed class. | |
On January 15, 2010, another former Towers Perrin shareholder who separated from service with Towers Perrin in March 2005 when Towers Perrin and EDS launched a joint venture that led to the creation of a corporate entity known as ExcellerateHRO ("eHRO"), commenced a separate legal proceeding (the "Pao Action") in the United States District Court of the Eastern District of Pennsylvania alleging the same claims in substantially the same form as those alleged in the Dugan Action. Towers Perrin contributed its Towers Perrin Administrative Solutions ("TPAS") business to eHRO and formerly was a minority shareholder (15%) of eHRO. Pao seeks to represent a class of former Towers Perrin shareholders who separated from service in connection with Towers Perrin's contribution to eHRO of its TPAS business and who are excluded from the proposed class in the Dugan Action. Towers Watson is also named as a defendant in the Pao Action. | |
Pursuant to the Towers Perrin Bylaws in effect at the time of their separations, the Towers Perrin shares held by all plaintiffs were redeemed by Towers Perrin at book value when these individuals separated from employment. The complaints allege variously that there either was a promise that Towers Perrin would remain privately owned in perpetuity (Dugan Action) or that in the event of a change to public ownership plaintiffs would receive compensation (Allen and Pao Actions). Plaintiffs allege that by agreeing to sell their shares back to Towers Perrin at book value upon separation, they and other members of the putative classes relied upon these alleged promises, which they claim were breached as a result of the consummation of the Merger between Watson Wyatt and Towers Perrin. The complaints assert claims for breach of contract, breach of express trust, breach of fiduciary duty, promissory estoppel, quasi-contract/unjust enrichment, and constructive trust, and seek equitable relief including an accounting, disgorgement, rescission and/or restitution, and the imposition of a constructive trust. On January 20, 2010, the court consolidated the three actions for all purposes. | |
On February 22, 2010, defendants filed a motion to dismiss the complaints in their entireties. By order dated September 30, 2010, the court granted the motion to dismiss plaintiffs' claim for a constructive trust and denied the motion with respect to all other claims alleged. Pursuant to the court's September 30, 2010 order, defendants also filed answers to plaintiffs' complaints on October 22, 2010. The parties have completed fact discovery. Neither the plaintiffs in Dugan nor the plaintiff in Pao have moved for class certification. Defendants filed a motion for summary judgment on all claims in all actions on December 23, 2011. The court heard argument on June 19, 2012, and on December 11, 2012 granted defendants' motion, and entered judgment in favor of defendants on all claims. On January 10, 2013, plaintiffs filed a joint notice of their intent to appeal the court's judgment to the U.S. Court of Appeals for the Third Circuit. On February 13, 2013, the parties were notified that the appeal had been assigned for mediation pursuant to the Third Circuit's mediation program. During the mediation held on May 7, 2013, the parties reached agreement on settlement terms that include payment of an aggregate $10 million to an agreed settlement class estimated to potentially include more than 1,000 former Towers Perrin shareholders, which payment would also cover legal fees of plaintiffs' attorneys, as determined by the court, and expenses incurred to administer the settlement. | |
On September 24, 2013, the court preliminarily certified the settlement class and preliminarily approved the parties' proposed settlement. The settlement remains subject to several conditions, including sufficient participation of the individual settlement class members and final judicial approval of the settlement terms. | |
Towers Watson continues to believe the claims in these lawsuits are without merit. Given the stage of the proceedings, the Company has concluded that a material loss beyond accrued amounts is neither probable nor estimable. | |
Acument Global Technologies, Inc. | |
In a letter to the Company dated January 26, 2011, Acument Global Technologies, Inc. ("Acument") and the Acument Global Technologies, Inc. Pension Plan (the "Plan") claimed that Towers Watson breached its fiduciary duties under the Employee Retirement Income Security Act of 1974 ("ERISA") in connection with advice provided to Acument relating to investment of certain assets of the Plan in the Westridge Capital Management Enhancements Funds (the "Westridge Funds"). Acument and the Plan demanded that the Company make the Plan whole for losses and damages allegedly sustained as a result of Acument's decision to invest in the Westridge Funds. Watson Wyatt Investment Consulting, Inc. ("WWIC"), now known as Towers Watson Investment Services, Inc. (“TWIS”), provided investment consulting services to Acument between December 1, 2007 and April 30, 2010. In connection with those services, WWIC recommended an investment in the Westridge Funds. In July 2008, Acument made a $47.0 million investment in the Westridge Funds. During the period December 1, 2008 through January 22, 2009, Acument made additional investments of $9.5 million, bringing the aggregate investment of the Plan's assets in the Westridge Funds to $56.5 million. | |
As the result of information obtained during an investigation of Westridge Capital Management, its affiliates WG Trading Investors, L.P. and WG Trading Company, L.P. (collectively referred to as "Westridge") and their principals, commenced by the National Futures Association on February 5, 2009, the Commodities Future Trading Commission filed suit against Westridge and its principals alleging violations of the Commodity Exchange Act. This resulted in a court-supervised receivership of the assets of Westridge. The Securities and Exchange Commission (“SEC”) filed a separate suit on February 25, 2009 against Westridge and its principals alleging violations of the federal securities laws. In its complaint, the SEC alleges that Westridge had become a fraudulent investment scheme by which its principals purportedly misappropriated approximately $553 million from a number of highly sophisticated institutional investors, including public pension and retirement plans and educational institutions, some of which were investing in Westridge as late as February 6, 2009. We believe that, to date, Acument has recovered approximately $39.7 million of its investment in the Westridge Funds from the receivership. The Company declined Acument's demand for compensation. | |
On January 20, 2012, Acument and the Acument Pension Plan (referred to together as “Acument”) filed suit against the Company and TWIS in the United States District Court for the Southern District of New York. The complaint alleges four counts of breach of fiduciary duty under ERISA, claiming principally alleged deficiencies in the Company's due diligence relating to Westridge and in the disclosures made to Acument concerning Westridge and the nature of the investment. Acument seeks to recover an unspecified amount comprised primarily of loss of principal, investment losses, fees paid for consulting services, and attorney's fees. The Company has filed an answer to the complaint denying all claims and asserting affirmative defenses and plans to continue to defend vigorously against these legal proceedings. The discovery phase of these legal proceedings has commenced. A mediation took place on September 5, 2012. The dispute remains extant. At this time, no material loss is probable in excess of amounts currently accrued. |
Nonconsolidated_Variable_Inter
Nonconsolidated Variable Interest Entity | 3 Months Ended |
Sep. 30, 2013 | |
Nonconsolidated Variable Interest Entities [Abstract] | ' |
Nonconsolidated Variable Interest Entities Note [Text Block] | ' |
Note 9 — Nonconsolidated Variable Interest Entities. | |
Variable interest entities (“VIEs”) are entities that lack one or more of the characteristics of a voting interest entity and therefore require a different approach in determining which party involved with the VIE should consolidate the entity. With a VIE, either the entity does not have sufficient equity at risk to finance its activities without additional subordinated financial support from other parties or the entity has equity investors that do not have the ability to make significant decisions relating to the entity's operations through voting rights. The entity that has a controlling financial interest in a VIE is referred to as the primary beneficiary and is required to consolidate the VIE. | |
Through our wholly owned subsidiary, Towers Watson Investment Management Limited, we manage approximately $1 billion of assets in funds that are considered VIEs and for which our management fee is considered a variable interest. We evaluated these funds and determined that we are not the primary beneficiary. Therefore, the funds are not consolidated. Our maximum exposure to loss of these unconsolidated VIEs is limited to collection of any unpaid management fees, which were not material at September 30, 2013. |
Accumulated_Other_Comprehensiv
Accumulated Other Comprehensive Income (Loss) | 3 Months Ended | |||||||||||||||||||||||||||||||
Sep. 30, 2013 | ||||||||||||||||||||||||||||||||
Accumulated Other Comprehensive Income/(Loss) | ' | |||||||||||||||||||||||||||||||
Accumulated Other Comprehensive Income/(Loss) | ' | |||||||||||||||||||||||||||||||
Note 10 — Accumulated Other Comprehensive Income/(Loss). | ||||||||||||||||||||||||||||||||
Changes in accumulated other comprehensive income/(loss), net of non-controlling interests, are provided in the following table. The difference between the amounts presented in this table and the amounts presented in the condensed consolidated statements of comprehensive income are the corresponding components attributable to non-controlling interests, which are not material for further disclosure. | ||||||||||||||||||||||||||||||||
Available-for-sale | Defined pension and | |||||||||||||||||||||||||||||||
Foreign | Hedge effectiveness (1) | securities | post-retirement benefit costs (2) | |||||||||||||||||||||||||||||
currency | Before | After | Before | After | Before | After | ||||||||||||||||||||||||||
translation | Tax | Tax | Tax | Tax | Tax | Tax | Tax | Tax | Tax | |||||||||||||||||||||||
As of June 30, 2013 | $ | -131,096 | $ | 237 | $ | -105 | $ | 132 | $ | 547 | $ | -134 | $ | 413 | $ | -233,817 | $ | 64,904 | $ | -168,913 | ||||||||||||
Other comprehensive income/(loss) | ||||||||||||||||||||||||||||||||
before reclassifications | 71,108 | -1,632 | 651 | -981 | 203 | -17 | 186 | - | - | - | ||||||||||||||||||||||
Amounts reclassified from | ||||||||||||||||||||||||||||||||
accumulated other comprehensive | ||||||||||||||||||||||||||||||||
income | - | -62 | 25 | -37 | - | - | - | 3,972 | -860 | 3,112 | ||||||||||||||||||||||
Net current-period other | ||||||||||||||||||||||||||||||||
comprehensive income | 71,108 | -1,694 | 676 | -1,018 | 203 | -17 | 186 | 3,972 | -860 | 3,112 | ||||||||||||||||||||||
As of September 30, 2013 | $ | -59,988 | $ | -1,457 | $ | 571 | $ | -886 | $ | 750 | $ | -151 | $ | 599 | $ | -229,845 | $ | 64,044 | $ | -165,801 | ||||||||||||
Reclassification adjustments from accumulated other comprehensive income are included in General and administrative expenses (see Note 6 – Derivative Financial Instruments for additional details) | ||||||||||||||||||||||||||||||||
Reclassification adjustments from accumulated other comprehensive income are included in the computation of net periodic pension cost (see Note 7 – Retirement Benefits for additional details) | ||||||||||||||||||||||||||||||||
Restricted_Stock
Restricted Stock | 3 Months Ended |
Sep. 30, 2013 | |
Restricted Stock [Abstract] | ' |
Restricted Stock | ' |
Note 11 — Restricted Stock. | |
In conjunction with the Merger, shares of Towers Watson common stock issued to Towers Perrin shareholders were divided among four series of non-transferable Towers Watson common stock, Classes B-1, B-2, B-3 and B-4, each with a par value of $0.01 per share. In addition, on January 31, 2011, we completed the acquisition of EMB and issued 113,858 shares of Class B-3 and 113,858 shares of Class B-4 common stock, par value $0.01 per share, to the sellers as consideration. The shares were reduced through our tender offer, our secondary public offering and by the restriction lapsing and conversion to Class A common stock annually on January 1, 2011, 2012 and 2013. The remaining 5,374,070 outstanding shares of Towers Watson Class B-4 common stock will convert on a one-for-one basis into freely transferable shares of Towers Watson Class A common stock on January 1, 2014. | |
The Towers Perrin restricted stock unit (“RSU”) holders received 10% of the total consideration issued to Towers Perrin shareholders in conjunction with the Merger. The RSUs were converted into 4,248,984 shares of Towers Watson Restricted Class A Common Stock (“Restricted Class A shares”).The service condition was fulfilled from the grant date through each of the three annual periods from January 1, 2010 until December 31, 2012. The restriction lapsed annually on January 1 and the Restricted Class A shares became freely tradable shares of Class A common stock on such dates. The shares were reduced by forfeitures and shares withheld for tax purposes. | |
For the three months ended September 30, 2012, we recorded $4.0 million of non-cash share-based compensation expense in connection with the issuance of Towers Watson Restricted Class A common stock to Towers Perrin RSU holders in the Merger. In our results of operations, $0.5 million is classified as discontinued operations for the Brokerage employees' awards relating to non-cash stock based compensation recorded for the three months ended September 30, 2012. The service period of this award was complete as January 1, 2013, there was no stock-based compensation related to this award recorded in the first quarter of fiscal year 2014. | |
ShareBased_Compensation
Share-Based Compensation | 3 Months Ended |
Sep. 30, 2013 | |
Share-Based Compensation [Abstract] | ' |
Share-Based Compensation | ' |
Note 12 — Share-Based Compensation. | |
Restricted Stock Units | |
Executives and Employees | |
The Compensation Committee of our Board of Directors approves performance-vested restricted stock unit awards pursuant to the Towers Watson & Co. 2009 Long Term Incentive Plan. RSUs are designed to provide us an opportunity to offer our long-term incentive program (LTIP) and to provide key executives with a long-term stake in our success. RSUs are notional, non-voting units of measurement based on our common stock. Under the RSU agreement, participants become vested in a number of RSUs based on the achievement of specified levels of financial performance during the performance period set forth in the agreement, provided that the participant remains in continuous service with us through the end of the performance period. Any RSUs that become vested are payable in shares of our Class A Common Stock. Dividend equivalents will accrue on RSUs and vest to the same extent as the underlying shares. The form of performance-vested restricted stock unit award agreement includes a provision whereby the Committee could provide for continuation of vesting of restricted stock units upon an employee's termination under certain circumstances such as a qualified retirement. This definition of qualified retirement is age 55 and with 15 years of experience at the company and a minimum of one year of service in the performance period. | |
2014 LTIP. During the first quarter of fiscal year 2014, the Compensation Committee of the Board of Directors approved a grant of 62,651 RSUs to certain of our executive officers. Awards were based on the value of the executive officer's annual base salary and a multiplier, which is then converted into a target number of RSUs based on our closing stock price as of the date of grant of $105.90. Between 0% and 204% of the target number of RSUs will vest based on the extent to which specified performance metrics are achieved over the three-year performance period from July 1, 2013 to June 30, 2016, subject to the executive officers' continued employment with us through the end of the performance period, except in the case of a qualified retirement. The Compensation Committee approved the grants and established adjusted three-year average EPS and revenue growth during the performance period as the performance metrics for the awards. For participants that met the requirement for qualified retirement, we record the expense of their awards over the one year service period as performed. We will adjust the stock-based compensation for their awards during the performance period based upon the level of performance achieved. For the three months ended September 30, 2013, we recorded $1.2 million of stock-based compensation related to these grants. | |
2013 LTIP. During the first quarter of fiscal year 2013, the Compensation Committee of the Board of Directors approved a grant of 121,075 RSUs to certain of our executive officers. Awards were based on the value of the executive officer's annual base salary and a multiplier, which is then converted into a target number of RSUs based on our closing stock price as of the date of grant of $54.59. Between 0% and 204% of the target number of RSUs will vest based on the extent to which specified performance metrics are achieved over the three-year performance period from July 1, 2012 to June 30, 2015, subject to the executive officers' continued employment with us through the end of the performance period, except in the case of a qualified retirement. The Compensation Committee approved the grants and established adjusted three-year average EPS and revenue growth during the performance period as the performance metrics for the awards. For participants that met the requirement for qualified retirement, we record the expense of their awards over the one year service period as performed. We will adjust the stock-based compensation for their awards during the performance period based upon the level of performance achieved. For the three months ended September 30, 2013, we recorded $0.8 million of stock-based compensation related to these grants. | |
2012 LTIP. During the fiscal year ended June 30, 2012, 86,188 RSUs were granted to certain of our executive officers. Awards are based on the value of the executive officer's annual base salary and a multiplier, which is then converted into a target number of RSUs based on our closing stock price as of the date of grant which was between $63.73 and $63.94. Between 0% and 204% of the target number of RSUs will vest based on the extent to which specified performance metrics are achieved over the three-year performance period from July 1, 2011 to June 30, 2014, subject to the executive officers' continued employment with us through the end of the performance period, except in the case of a qualified retirement. The Compensation Committee approved the grants and established adjusted EBITDA margin and revenue growth during the performance period as the performance metrics for the awards. For participants that met the requirement for qualified retirement, we record the expense of their awards over the one year service period as performed. We will adjust the stock-based compensation for their awards during the performance period based upon the level of performance achieved. For the three months ended September 30, 2013, we recorded $0.5 million of stock-based compensation related to these grants. For the three months ended September 30, 2012, we recorded $0.3 million of stock-based compensation related to these grants. | |
2014 ES LTIP. In August 2013, the Compensation Committee of the Board of Directors awarded 30,192 RSUs under the 2009 Plan to select executives of our Exchange Solutions segment with a grant date fair value of $81.73, based on our closing stock price. Between 0% and 204% of the target number of RSUs will vest based on the extent to which specified performance metrics are achieved over the two-year performance period from July 1, 2013 to June 30, 2015, subject to continued employment with us through the end of the performance period. The Compensation Committee approved the grants and established EBITDA margin and revenue growth during the performance period as the performance metrics for the awards. We recorded $0.4 of non-cash stock based compensation in the Exchange Solutions business segment for the three months ended September 30, 2013. | |
2013 SEP. During the quarter ended September 30, 2013, 131,286 RSUs were granted to certain employees under our Select Equity Plan with a grant date fair value of $91.43, based on our closing stock price. The RSUs will vest annually over a three-year period. We assumed a 5% forfeiture rate with these awards. For the three months ended September 30, 2013, we recorded $1.7 million of non-cash stock based compensation related to these grants. | |
2012 SEP. During the quarter ended September 30, 2012, 147,503 RSUs were granted to certain employees under our Select Equity Plan with a grant date fair value of $53.93, based on our closing stock price. The RSUs will vest annually over a three-year period. We assumed a 5% forfeiture rate with these awards. For the three months ended September 30, 2013, we recorded $0.5 million of non-cash stock based compensation related to these grants. For the three months ended September 30, 2012, we recorded 1.2 million of non-cash stock-based compensation related to these grants. | |
2011 SEP. During the quarter ended September 30, 2011, 577,191 RSUs were granted to certain employees under our Select Equity Plan, of which 288,595 were vested immediately in conjunction with our annual fiscal year 2011 performance bonus. The remaining 288,595 RSUs vest annually over a three-year period. We assumed a 5% forfeiture rate with these awards. For the three months ended September 30, 2013, we recorded $0.4 million of non-cash stock based compensation related to these grants. For the three months ended September 30, 2012, we recorded $1.1 million of non-cash stock based compensation related to these grants. | |
We classified $0.2 million and $0.1 million for the three months ended September 30, 2013 and 2012, respectfully, to discontinued operations related to non-cash stock based compensation for the Brokerage employees awards under our SEP Plan. | |
Outside Directors | |
The Towers Watson & Co. Compensation Plan for Non-Employee Directors provides for cash and stock compensation for outside directors. During the three months ended September 30, 2013, 10,251 RSUs were granted for the annual award for outside directors for service on the board of directors in equal quarterly installments over fiscal year 2014. During the three months ended September 30, 2012, 16,027 restricted stock units were granted for the annual award for outside directors for service on the board of directors in equal quarterly installments over fiscal year 2013. In fiscal year 2010, 22,149 restricted stock units were granted for the initial award for outside directors for service on the board of directors, which vest in equal annual installments over a three-year period ending January 1, 2013. We recorded non-cash stock based compensation related to these awards for outside directors of $0.4 million for the three months ended September 30, 2013, and $0.5 million for the three months ended September 30, 2012. | |
Stock Options | |
There were no grants of stock options during the three months ended September 30, 2013. | |
In May 2012, we assumed the Extend Health, Inc. 2007 Equity Incentive Plan and converted the outstanding unvested employee stock options into 377,614 Towers Watson's stock option awards using a conversion ratio stated in the agreement for the exercise price and number of options. The fair value of the vested stock options was calculated using the Black-Scholes model with a volatility and risk-free interest rate over the expected term of each group of options using the fair value share price of Towers Watson's closing share price on the date of acquisition. The fair value of the new awards was less than the acquisition date fair value of the replaced Extend Health options; accordingly, no compensation expense was recorded. The fair value of 199,620 of the 377,614 outstanding options using Towers Watson graded vesting methodology from the date of grant to the acquisition date, representing the employee service provided to date, was $11.2 million and was added to the transaction consideration. The fair value of the remaining 177,994 unvested options, less 10% estimated forfeitures, was $7.9 million, and will be recorded over the future vesting periods. We recorded non-cash stock based compensation related to these awards of $0.5 million for the three months ended September 30, 2013 and $2.3 million for the three months ended September 30, 2012. | |
Income_Taxes
Income Taxes | 3 Months Ended |
Sep. 30, 2013 | |
Income Taxes [Abstract] | ' |
Income Taxes | ' |
Note 13 — Income Taxes. | |
Provision for income taxes for the three months ended September 30, 2013 was $14.8 million compared to $28.3 million for the three months ended September 30, 2012. The effective tax rate was 14.7% for the three months ended September 30, 2013 and 35.6% for the three months ended September 30, 2012. The decrease in the effective tax rate is primarily due to current year income tax benefits on the release of uncertain tax positions of 16.7% related to the lapses in statute of limitations in various taxing jurisdictions, primarily the U.S., and income tax benefits of 3.6% in connection with an enacted statutory tax reduction in the U.K. Towers Watson records a tax benefit on net operating loss carryovers and net deferred tax assets only if it is more likely than not that a benefit will be realized. | |
During the first quarter, the Company reduced the amount of unrecognized tax benefits associated with uncertain tax positions by approximately $21.7 million, excluding interest and penalties, as a result of the expiration of applicable statute of limitations. | |
It is reasonably possible that during the next 12 months the Company's liability for uncertain tax positions may change by a significant amount. The Company may settle certain U.S. tax examinations or have lapses in statute of limitations for different amounts than the Company has accrued as uncertain tax positions. The Company may need to accrue and ultimately pay additional amounts for tax positions that previously met a more likely than not standard if such positions are not upheld. Conversely, the Company could settle positions with the tax authorities for amounts lower than have been accrued or extinguish a position through payment. The Company believes the outcomes which are reasonably possible within the next 12 months may result in a reduction in the liability for uncertain tax positions in the range of approximately $1.3 million to $11.3 million, excluding interest and penalties. | |
Segment_Information
Segment Information | 3 Months Ended | |||||||||||||||||
Sep. 30, 2013 | ||||||||||||||||||
Segment Information [Abstract] | ' | |||||||||||||||||
Segment Information | ' | |||||||||||||||||
Note 14 — Segment Information. | ||||||||||||||||||
Towers Watson has four reportable operating segments or business areas: | ||||||||||||||||||
Benefits | ||||||||||||||||||
Risk and Financial Services | ||||||||||||||||||
Talent and Rewards | ||||||||||||||||||
Exchange Solutions | ||||||||||||||||||
Towers Watson's chief operating decision maker is its chief executive officer. It was determined that Towers Watson operational data used by the chief operating decision maker is that of the segments. Management bases strategic goals and decisions on these segments and the data presented below is used to assess the adequacy of strategic decisions, the method 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-bonus, pre-tax basis. Revenue includes amounts that were directly incurred on behalf of our clients and reimbursed by them (reimbursable expenses). | ||||||||||||||||||
All periods presented have been recast to exclude the operating results of our Brokerage business, which has been classified as discontinued operations. | ||||||||||||||||||
The table below presents specified information about the continuing operations of the reported segments for the three months ended September 30, 2013: | ||||||||||||||||||
Risk and | Talent and | Exchange | ||||||||||||||||
Benefits | Financial Services | Rewards | Solutions | Total | ||||||||||||||
Revenue (net of reimbursable expenses) | $ | 457,029 | $ | 141,783 | $ | 153,569 | $ | 35,390 | $ | 787,771 | ||||||||
Net operating income | 137,538 | 22,487 | 44,064 | 6,456 | 210,545 | |||||||||||||
The table below presents specified information about the continuing operations of the reported segments for the three months ended September 30, 2012: | ||||||||||||||||||
Risk and | Talent and | Exchange | ||||||||||||||||
Benefits | Financial Services | Rewards | Solutions | Total | ||||||||||||||
Revenue (net of reimbursable expenses) | $ | 457,128 | $ | 149,500 | $ | 140,235 | $ | 13,918 | $ | 760,781 | ||||||||
Net operating income | 135,854 | 23,256 | 25,791 | -5,765 | 179,136 | |||||||||||||
The table below presents a reconciliation of the information reported by segment to the consolidated amounts reported from continuing operations for the three months ended September 30, 2013 and 2012: | ||||||||||||||||||
Three Months Ended | ||||||||||||||||||
September 30, | ||||||||||||||||||
2013 | 2012 | |||||||||||||||||
Revenue: | ||||||||||||||||||
Total segment revenue | $ | 787,771 | $ | 760,781 | ||||||||||||||
Reimbursable expenses and other | 22,168 | 32,454 | ||||||||||||||||
Revenue | $ | 809,939 | $ | 793,235 | ||||||||||||||
Net Operating Income: | ||||||||||||||||||
Total segment net operating income | $ | 210,545 | $ | 179,136 | ||||||||||||||
Differences in allocation methods (1) | 9,986 | 14,875 | ||||||||||||||||
Amortization of intangibles | -18,892 | -19,095 | ||||||||||||||||
Transaction and integration expenses | - | -9,273 | ||||||||||||||||
Stock-based compensation (2) | -3,563 | -7,624 | ||||||||||||||||
Discretionary compensation | -76,122 | -72,580 | ||||||||||||||||
Payroll tax on discretionary compensation | -4,568 | -4,306 | ||||||||||||||||
Other, net | -14,965 | -1,859 | ||||||||||||||||
Income from operations | $ | 102,421 | $ | 79,274 | ||||||||||||||
Depreciation, general and administrative, pension, and medical costs are allocated to our segments based on budgeted expenses determined at the beginning of the fiscal year, as management believes that these costs are largely uncontrollable to the segment. To the extent that the actual expense base upon which allocations are made differs from the forecast/budget amount, a reconciling item will be created between internally allocated expenses and the actual expense that we report for GAAP purposes. | ||||||||||||||||||
Stock-based compensation excludes RSUs granted in conjunction with our performance bonus, which are included in discretionary compensation. | ||||||||||||||||||
Earnings_Per_Share
Earnings Per Share | 3 Months Ended | |||||||||||||||||||
Sep. 30, 2013 | ||||||||||||||||||||
Earnings Per Share [Abstract] | ' | |||||||||||||||||||
Earnings Per Share | ' | |||||||||||||||||||
Note 15 — Earnings Per Share. | ||||||||||||||||||||
We present earnings per share (“EPS”) using the two-class method. This method addresses whether awards granted in share-based transactions are participating securities prior to vesting and therefore need to be included in the earning allocation in computing earnings per share using the two-class method. This method requires non-vested share-based payment awards that have non-forfeitable rights to dividends or dividend equivalents to be treated as a separate class of securities in calculating earnings per share. Our participating securities include non-vested restricted stock. On January 1, 2013, all remaining outstanding shares of this restricted stock vested and were converted to freely tradable shares of Towers Watson Class A common stock. The components of basic and diluted earnings per share are as follows: | ||||||||||||||||||||
Three Months Ended September 30, | ||||||||||||||||||||
2013 | 2012 | |||||||||||||||||||
Per Share | Per Share | |||||||||||||||||||
Income | Shares | Amount | Income | Shares | Amount | |||||||||||||||
Basic EPS | ||||||||||||||||||||
Income from continuing operations | $ | 85,744 | $ | 51,040 | ||||||||||||||||
Less: Loss attributable to non-controlling interests | -26 | -941 | ||||||||||||||||||
Income from continuing operations attributable | ||||||||||||||||||||
to common stockholders | 85,770 | 51,981 | ||||||||||||||||||
Less: Income allocated to participating securities | - | -1,228 | ||||||||||||||||||
Income from continuing operations attributable | ||||||||||||||||||||
to common stockholders | $ | 85,770 | 70,801 | $ | 1.21 | $ | 50,753 | 69,805 | $ | 0.73 | ||||||||||
Diluted EPS | ||||||||||||||||||||
Share-based compensation awards | - | 245 | - | 499 | ||||||||||||||||
Income from continuing operations attributable | ||||||||||||||||||||
to common stockholders | $ | 85,770 | 71,046 | $ | 1.21 | $ | 50,753 | 70,304 | $ | 0.72 |
Recent_Accounting_Pronouncemen
Recent Accounting Pronouncements | 3 Months Ended |
Sep. 30, 2013 | |
New Accounting Pronouncements and Changes in Accounting Principles [Abstract] | ' |
New Accounting Pronouncements | ' |
Note 16 — Recent Accounting Pronouncements. | |
Adopted | |
On February 5, 2013, the FASB issued ASU 2013-02, “Comprehensive Income (Topic 220): Reporting of Amounts Reclassified Out of Accumulated Other Comprehensive Income,” which requires entities to disclose additional information about items reclassified out of accumulated other comprehensive income (“AOCI”). The requirements include by component disclosures of changes in AOCI balances along with the related income tax benefit or expense and significant items reclassified out of AOCI. ASU 2013-2 is effective for annual periods, and interim periods within those years, beginning after December 15, 2012, and the amendments are to be applied prospectively. The provisions of ASU 2013-02 have been adopted within this filing. There was no material impact to our financial statements as a result of this adoption. | |
On July 18, 2013, the FASB issued ASU 2013-11, “Presentation of an Unrecognized Tax Benefit When a Net Operating Loss Carryforward, a Similar Tax Loss, or a Tax Credit Carryforward Exists,” which requires an unrecognized tax benefit to be presented in the financial statements as a reduction to a deferred tax asset for a net operating loss carryforward, similar tax loss, or a tax credit carryforward. To the extent the tax benefit is not available at the reporting date under the governing tax law or if the entity does not intend to use the deferred tax asset for such purpose, the unrecognized tax benefit should be presented as a liability and not combined with deferred tax assets. ASU 2013-11 is effective for annual periods, and interim periods within those years, beginning after December 15, 2013. The amendments are to be applied to all unrecognized tax benefits that exist as of the effective date and may be applied retrospectively to each prior reporting period presented. The requirements of ASU 2013-11 have been adopted within this filing and there was no material impact to the provision as a result of this adoption. | |
Not yet adopted | |
On June 7, 2013, the FASB issued ASU 2013-08, “Financial Services – Investment Companies (Topic 946): Amendments to the Scope, Measurement, and Disclosure Requirements,” which amends the criteria an entity would need to meet to qualify as an investment company under ASC 946. The ASU (1) introduces new disclosure requirements that apply to all investment companies and (2) amends the measurement criteria for certain interests in other investment companies. The ASU also amends the requirements in ASC 810 related to qualifying for the “investment-company deferral“ in ASU 2010-10 as well as the requirements in ASC 820 related to qualifying for the “net asset value practical expedient“ in ASU 2009-12. We manage certain funds that are considered variable interest entities and for which our management fee is considered a variable interest. These funds qualify for the “investment-company deferral” in ASU 2010-10 and therefore are subject to the consolidation guidance prior to the issuance of ASU 2009-17. The ASU is effective for interim and annual periods that begin after December 15, 2013, and early adoption is prohibited. The Company is currently evaluating whether these funds will continue to qualify for the “investment-company deferral” based on the amended investment company criteria proscribed by ASU 2013-08. | |
Subsequent_Events
Subsequent Events | 3 Months Ended |
Sep. 30, 2013 | |
Subsequent Events [Abstract] | ' |
Subsequent Events | ' |
Note 17 — Subsequent Events. | |
On November 6, 2013, Towers Watson completed the sale of our Brokerage business to Jardine Lloyd Thompson Group plc for cash consideration of $250 million. The transaction will be recorded in our second quarter. During the first quarter of fiscal year 2014, the operations of the Brokerage business was classified as discontinued operations in all periods presented. See Note 2 for further information. | |
Discontinued_Operations_Tables
Discontinued Operations (Tables) | 3 Months Ended | |||||||
Sep. 30, 2013 | ||||||||
Discontinued Operations and Disposal Group [Abstract] | ' | |||||||
Schedule Of Disposal Groups Including Discontinued Operations Income Statement [Table Text Block] | ' | |||||||
Three months ended | ||||||||
September 30, | ||||||||
2013 | 2012 | |||||||
Revenue from discontinued operations | $ | 41,198 | $ | 41,014 | ||||
Net income from discontinued operations before taxes | 4,995 | 10,553 | ||||||
Schedule Of Disposal Groups Including Discontinued Operations Income Statement Balance Sheet And Additional Disclosures [Table Text Block] | ' | |||||||
30-Sep-13 | ||||||||
Assets held for sale: | ||||||||
Fiduciary assets | $ | 40,155 | ||||||
Receivables, net | 11,964 | |||||||
Other current assets | 4,315 | |||||||
Current assets held for sale | 56,434 | |||||||
Fixed assets, net | 2,135 | |||||||
Deferred income taxes | 557 | |||||||
Goodwill | 168,769 | |||||||
Intangible assets, net | 8,230 | |||||||
Other assets | 2,093 | |||||||
Noncurrent assets held for sale | 181,784 | |||||||
Total assets held for sale | $ | 238,218 | ||||||
Liabilities held for sale: | ||||||||
Accounts payable, accrued liabilities and deferred income | $ | 11,359 | ||||||
Employee-related liabilities | 10,448 | |||||||
Fiduciary liabilities | 40,155 | |||||||
Other current liabilities | 1,109 | |||||||
Current liabilities held for sale | 63,071 | |||||||
Other noncurrent liabilities | 2,195 | |||||||
Noncurrent liabilities held for sale | 2,195 | |||||||
Total liabilities held for sale | $ | 65,266 |
Investments_Tables
Investments (Tables) | 3 Months Ended | |||||||||||||||||||||||
Sep. 30, 2013 | ||||||||||||||||||||||||
Investment [Abstract] | ' | |||||||||||||||||||||||
Schedule of investments | ' | |||||||||||||||||||||||
30-Sep-13 | 30-Jun-13 | |||||||||||||||||||||||
Amortized | Unrealized | Unrealized | Estimated | Amortized | Unrealized | Unrealized | Estimated | |||||||||||||||||
Cost | Gains | Losses | Fair Value | Cost | Gains | Losses | Fair Value | |||||||||||||||||
Fixed income securities | $ | 2,002 | $ | 5 | $ | - | $ | 2,007 | $ | 56,602 | $ | 15 | $ | -2 | $ | 56,615 | ||||||||
Equity securities (a) | 853 | 753 | - | 1,606 | 853 | 476 | -1 | 1,328 | ||||||||||||||||
Mutual funds and | ||||||||||||||||||||||||
exchange-traded funds | 26,769 | 976 | - | 27,745 | 26,666 | 14 | -97 | 26,583 | ||||||||||||||||
Classified as other assets held for sale on the condensed consolidated balance sheet as of September 30, 2013. | ||||||||||||||||||||||||
Goodwill_and_Intangible_Assets1
Goodwill and Intangible Assets (Tables) | 3 Months Ended | |||||||||||||||||||
Sep. 30, 2013 | ||||||||||||||||||||
Goodwill and Intangible Assets [Abstract] | ' | |||||||||||||||||||
Schedule of goodwill | ' | |||||||||||||||||||
Risk and | ||||||||||||||||||||
Financial | Talent and | Exchange | ||||||||||||||||||
Benefits | Services | Rewards | Solutions | All Other | Total | |||||||||||||||
Balance as of June 30, 2013 | $ | 1,233,272 | $ | 534,150 | $ | 108,850 | $ | 341,449 | $ | 1,214 | $ | 2,218,935 | ||||||||
Reclassified to held for sale | - | -168,769 | - | - | - | -168,769 | ||||||||||||||
Translation adjustment | 37,994 | 18,398 | 3,290 | - | - | 59,682 | ||||||||||||||
Balance as of September 30, 2013 | $ | 1,271,266 | $ | 383,779 | $ | 112,140 | $ | 341,449 | $ | 1,214 | $ | 2,109,848 | ||||||||
Schedule of changes in finite-lived intangible assets by major class | ' | |||||||||||||||||||
Customer | Core/ | Favorable | ||||||||||||||||||
related | developed | lease | ||||||||||||||||||
intangible | technology | agreements | Total | |||||||||||||||||
Balance as of June 30, 2013 | $ | 246,247 | $ | 69,515 | $ | 3,565 | $ | 319,327 | ||||||||||||
Amortization | -11,637 | -7,693 | -237 | -19,567 | ||||||||||||||||
Reclassified to held for sale | -8,230 | - | - | -8,230 | ||||||||||||||||
Translation adjustment | 4,689 | 485 | 12 | 5,186 | ||||||||||||||||
Balance as of September 30, 2013 | $ | 231,069 | $ | 62,307 | $ | 3,340 | $ | 296,716 | ||||||||||||
Schedule of finite-lived intangible assets by major class | ' | |||||||||||||||||||
As of September 30, 2013 | As of June 30, 2013 | |||||||||||||||||||
Gross | Gross | |||||||||||||||||||
Carrying | Accumulated | Carrying | Accumulated | |||||||||||||||||
Amount | Amortization | Amount | Amortization | |||||||||||||||||
Finite-lived intangible assets and liabilities: | ||||||||||||||||||||
Trade name | $ | 370 | 370 | $ | 370 | 370 | ||||||||||||||
Customer related intangibles | 384,938 | 153,869 | 390,027 | 143,780 | ||||||||||||||||
Core/developed technology | 165,598 | 103,291 | 164,762 | 95,247 | ||||||||||||||||
Favorable lease agreements | 6,523 | 3,183 | 6,496 | 2,931 | ||||||||||||||||
Total finite-lived intangible assets | $ | 557,429 | $ | 260,713 | $ | 561,655 | $ | 242,328 | ||||||||||||
Unfavorable lease agreements | 26,024 | 13,348 | 25,591 | 12,122 | ||||||||||||||||
Total finite-lived intangible liabilities | $ | 26,024 | $ | 13,348 | $ | 25,591 | $ | 12,122 | ||||||||||||
Schedule of rent offset, future amortization | ' | |||||||||||||||||||
Rent (Offset) | ||||||||||||||||||||
Fiscal year ending June 30, | Amortization | Expense | ||||||||||||||||||
2014 | $ | 50,944 | $ | -2,283 | ||||||||||||||||
2015 | 61,319 | -1,846 | ||||||||||||||||||
2016 | 52,437 | -1,621 | ||||||||||||||||||
2017 | 47,922 | -1,916 | ||||||||||||||||||
2018 | 37,619 | -1,823 | ||||||||||||||||||
Thereafter | 43,135 | 153 | ||||||||||||||||||
Total | $ | 293,376 | $ | -9,336 |
Fair_Value_Measurements_Tables
Fair Value Measurements (Tables) | 3 Months Ended | |||||||||||||||||||||||||
Sep. 30, 2013 | Jun. 30, 2013 | |||||||||||||||||||||||||
Fair Value Measurements [Abstract] | ' | ' | ||||||||||||||||||||||||
Schedule of fair value, assets and liabilities measured on recurring basis | ' | ' | ||||||||||||||||||||||||
Fair Value Measurements on a Recurring Basis at | Fair Value Measurements on a Recurring Basis at | |||||||||||||||||||||||||
30-Sep-13 | 30-Jun-13 | |||||||||||||||||||||||||
Level 1 | Level 2 | Level 3 | Total | Level 1 | Level 2 | Level 3 | Total | |||||||||||||||||||
Assets: | Assets: | |||||||||||||||||||||||||
Available-for-sale securities: | Available-for-sale securities: | |||||||||||||||||||||||||
U.S. treasury securities and obligations of the U.S government, | U.S. treasury securities and obligations of the U.S government, | |||||||||||||||||||||||||
government agencies and authorities (a) | $ | 2,007 | $ | - | $ | - | $ | 2,007 | government agencies and authorities (a) | $ | 2,014 | $ | - | $ | - | $ | 2,014 | |||||||||
Equity securities (b) | 1,606 | - | - | 1,606 | U.S. Corporate bonds (a) | - | 53,100 | - | 53,100 | |||||||||||||||||
Mutual funds / exchange traded funds (c) | 27,745 | - | - | 27,745 | Foreign corporate bonds (a) | - | 1,501 | - | 1,501 | |||||||||||||||||
Derivatives: | Equity securities (b) | 1,328 | - | - | 1,328 | |||||||||||||||||||||
Foreign exchange forwards (d) | - | 778 | - | 778 | Mutual funds / exchange-traded funds (c) | 26,583 | - | - | 26,583 | |||||||||||||||||
Liabilities: | Derivatives: | |||||||||||||||||||||||||
Derivatives: | Foreign exchange forwards (d) | - | 546 | - | 546 | |||||||||||||||||||||
Foreign exchange forwards (d) | $ | - | $ | 1,670 | $ | - | $ | 1,670 | Liabilities: | |||||||||||||||||
Derivatives: | ||||||||||||||||||||||||||
Foreign exchange forwards (d) | $ | - | $ | 353 | $ | - | $ | 353 | ||||||||||||||||||
These assets are included in short-term investments on the condensed consolidated balance sheet. | ||||||||||||||||||||||||||
These assets are included in short-term investments on the condensed consolidated balance sheet. | ||||||||||||||||||||||||||
These assets are included in other assets held for sale and other assets on the condensed consolidated balance sheet at September 30, 2013 and June 30, 2013, respectively. | ||||||||||||||||||||||||||
These assets are included in other assets held for sale and other assets on the condensed consolidated balance sheet at September 30, 2013 and June 30, 2013, respectively. | ||||||||||||||||||||||||||
These assets are included in other assets on the condensed consolidated balance sheet. | ||||||||||||||||||||||||||
These assets are included in other assets on the condensed consolidated balance sheet. | ||||||||||||||||||||||||||
These derivative investments are included in other current assets or accounts payable, accrued liabilities and deferred income on the condensed consolidated balance sheet. See Note 6 for further information on our derivative investments. | ||||||||||||||||||||||||||
These derivative investments are included in other current assets or accounts payable, accrued liabilities and deferred income on the condensed consolidated balance sheet. See Note 6 for further information on our derivative investments. | ||||||||||||||||||||||||||
Derivative_Financial_Instrumen1
Derivative Financial Instruments (Tables) | 3 Months Ended | |||||||||||||||||||||||
Sep. 30, 2013 | ||||||||||||||||||||||||
Derivative Financial Instruments [Abstract] | ' | |||||||||||||||||||||||
Schedule of derivative assets and liabilities at fair value | ' | |||||||||||||||||||||||
Derivative assets | Derivative liabilities | |||||||||||||||||||||||
Balance sheet | Balance sheet | |||||||||||||||||||||||
location | Fair value | location | Fair value | |||||||||||||||||||||
September 30, | June 30, | September 30, | June 30, | |||||||||||||||||||||
2013 | 2013 | 2013 | 2013 | |||||||||||||||||||||
Derivatives designated as hedging instruments: | ||||||||||||||||||||||||
Accounts payable, | ||||||||||||||||||||||||
accrued liabilities | ||||||||||||||||||||||||
Foreign exchange forwards | Other current assets | $ | 213 | $ | 395 | and deferred income | $ | -1,667 | $ | -159 | ||||||||||||||
Derivatives not designated as hedging instruments: | ||||||||||||||||||||||||
Accounts payable, | ||||||||||||||||||||||||
accrued liabilities | ||||||||||||||||||||||||
Foreign exchange forwards | Other current assets | 565 | 151 | and deferred income | -3 | -194 | ||||||||||||||||||
Total derivative assets (liabilities) | $ | 778 | $ | 546 | $ | -1,670 | $ | -353 | ||||||||||||||||
Schedule of the effect of derivative instruments on statement of financial performance | ' | |||||||||||||||||||||||
Location of gain (loss) | Gain (loss) recognized | |||||||||||||||||||||||
Derivatives designated as | Location | recognized in income | in income (ineffective | |||||||||||||||||||||
hedging instruments for | Loss | of gain reclassified | Gain reclassified | (ineffective portion and | portion and | |||||||||||||||||||
the three months ended | recognized in OCI | from OCI into income | from OCI into income | amount excluded from | amount excluded from | |||||||||||||||||||
September 30, 2013 and 2012: | (effective portion) | (effective portion) | (effective portion) | effectiveness testing) | effectiveness testing) | |||||||||||||||||||
2013 | 2012 | 2013 | 2012 | 2013 | 2012 | |||||||||||||||||||
Foreign exchange | General and | General and | ||||||||||||||||||||||
forwards | $ | -1,632 | $ | -684 | administrative expenses | $ | 62 | $ | 230 | administrative expenses | $ | 1 | $ | -1 | ||||||||||
Total | $ | -1,632 | $ | -684 | $ | 62 | $ | 230 | $ | 1 | $ | -1 | ||||||||||||
Schedule of the effect of other derivatives not designated as hedging instruments on statement of financial performance | ' | |||||||||||||||||||||||
Gain (loss) recognized in income | ||||||||||||||||||||||||
Three Months Ended | ||||||||||||||||||||||||
Derivatives not designated as | Location of gain (loss) | September 30, | ||||||||||||||||||||||
hedging instruments: | recognized in income | 2013 | 2012 | |||||||||||||||||||||
Foreign exchange forwards | General and administrative expenses | $ | 1,147 | -381 | ||||||||||||||||||||
Total | $ | 1,147 | -381 |
Retirement_Benefits_Tables
Retirement Benefits (Tables) | 3 Months Ended | |||||||||||||
Sep. 30, 2013 | ||||||||||||||
Retirement Benefits [Abstract] | ' | |||||||||||||
Schedule of net benefit costs Pension | ' | |||||||||||||
Three Months Ended September 30, | ||||||||||||||
2013 | 2012 | |||||||||||||
North | North | |||||||||||||
America | Europe | America | Europe | |||||||||||
Service cost | $ | 17,788 | $ | 2,965 | $ | 17,938 | $ | 3,210 | ||||||
Interest cost | 35,354 | 9,847 | 33,997 | 9,693 | ||||||||||
Expected return on plan assets | -47,226 | -11,056 | -46,286 | -10,838 | ||||||||||
Amortization of net loss | 5,649 | 2,169 | 11,508 | 1,499 | ||||||||||
Amortization of prior service (credit)/cost | -2,095 | 10 | -2,094 | 10 | ||||||||||
Net periodic benefit cost/(credit) | $ | 9,470 | $ | 3,935 | $ | 15,063 | $ | 3,574 | ||||||
Schedule of net benefit costs OPEB | ' | |||||||||||||
Three Months Ended | ||||||||||||||
September 30, | ||||||||||||||
2013 | 2012 | |||||||||||||
Service cost | $ | 367 | 445 | |||||||||||
Interest cost | 2,223 | 2,210 | ||||||||||||
Expected return on plan assets | -28 | -33 | ||||||||||||
Amortization of net (gain)/loss | -430 | 105 | ||||||||||||
Amortization of prior service credit | -1,752 | -2,066 | ||||||||||||
Net periodic benefit cost | $ | 380 | $ | 661 |
Accumulated_Other_Comprehensiv1
Accumulated Other Comprehensive Income/(Loss) (Tables) | 3 Months Ended | |||||||||||||||||||||||||||||||
Sep. 30, 2013 | ||||||||||||||||||||||||||||||||
Accumulated Other Comprehensive Income/(Loss) | ' | |||||||||||||||||||||||||||||||
Schedule of Accumulated Other Comprehensive Income/(Loss) | ' | |||||||||||||||||||||||||||||||
Available-for-sale | Defined pension and | |||||||||||||||||||||||||||||||
Foreign | Hedge effectiveness (1) | securities | post-retirement benefit costs (2) | |||||||||||||||||||||||||||||
currency | Before | After | Before | After | Before | After | ||||||||||||||||||||||||||
translation | Tax | Tax | Tax | Tax | Tax | Tax | Tax | Tax | Tax | |||||||||||||||||||||||
As of June 30, 2013 | $ | -131,096 | $ | 237 | $ | -105 | $ | 132 | $ | 547 | $ | -134 | $ | 413 | $ | -233,817 | $ | 64,904 | $ | -168,913 | ||||||||||||
Other comprehensive income/(loss) | ||||||||||||||||||||||||||||||||
before reclassifications | 71,108 | -1,632 | 651 | -981 | 203 | -17 | 186 | - | - | - | ||||||||||||||||||||||
Amounts reclassified from | ||||||||||||||||||||||||||||||||
accumulated other comprehensive | ||||||||||||||||||||||||||||||||
income | - | -62 | 25 | -37 | - | - | - | 3,972 | -860 | 3,112 | ||||||||||||||||||||||
Net current-period other | ||||||||||||||||||||||||||||||||
comprehensive income | 71,108 | -1,694 | 676 | -1,018 | 203 | -17 | 186 | 3,972 | -860 | 3,112 | ||||||||||||||||||||||
As of September 30, 2013 | $ | -59,988 | $ | -1,457 | $ | 571 | $ | -886 | $ | 750 | $ | -151 | $ | 599 | $ | -229,845 | $ | 64,044 | $ | -165,801 | ||||||||||||
Reclassification adjustments from accumulated other comprehensive income are included in General and administrative expenses (see Note 6 – Derivative Financial Instruments for additional details) | ||||||||||||||||||||||||||||||||
Reclassification adjustments from accumulated other comprehensive income are included in the computation of net periodic pension cost (see Note 7 – Retirement Benefits for additional details) | ||||||||||||||||||||||||||||||||
Segment_Information_Tables
Segment Information (Tables) | 3 Months Ended | |||||||||||||||||||||||||||||||||||
Sep. 30, 2013 | Sep. 30, 2012 | |||||||||||||||||||||||||||||||||||
Segment Information [Abstract] | ' | ' | ||||||||||||||||||||||||||||||||||
Schedule of segment information, by segment | ' | ' | ||||||||||||||||||||||||||||||||||
Risk and | Talent and | Exchange | Risk and | Talent and | Exchange | |||||||||||||||||||||||||||||||
Benefits | Financial Services | Rewards | Solutions | Total | Benefits | Financial Services | Rewards | Solutions | Total | |||||||||||||||||||||||||||
Revenue (net of reimbursable expenses) | $ | 457,029 | $ | 141,783 | $ | 153,569 | $ | 35,390 | $ | 787,771 | Revenue (net of reimbursable expenses) | $ | 457,128 | $ | 149,500 | $ | 140,235 | $ | 13,918 | $ | 760,781 | |||||||||||||||
Net operating income | 137,538 | 22,487 | 44,064 | 6,456 | 210,545 | Net operating income | 135,854 | 23,256 | 25,791 | -5,765 | 179,136 | |||||||||||||||||||||||||
Schedule of reconciliation of segment information to the consolidated amounts | ' | ' | ||||||||||||||||||||||||||||||||||
Three Months Ended | ||||||||||||||||||||||||||||||||||||
September 30, | ||||||||||||||||||||||||||||||||||||
2013 | 2012 | |||||||||||||||||||||||||||||||||||
Revenue: | ||||||||||||||||||||||||||||||||||||
Total segment revenue | $ | 787,771 | $ | 760,781 | ||||||||||||||||||||||||||||||||
Reimbursable expenses and other | 22,168 | 32,454 | ||||||||||||||||||||||||||||||||||
Revenue | $ | 809,939 | $ | 793,235 | ||||||||||||||||||||||||||||||||
Net Operating Income: | ||||||||||||||||||||||||||||||||||||
Total segment net operating income | $ | 210,545 | $ | 179,136 | ||||||||||||||||||||||||||||||||
Differences in allocation methods (1) | 9,986 | 14,875 | ||||||||||||||||||||||||||||||||||
Amortization of intangibles | -18,892 | -19,095 | ||||||||||||||||||||||||||||||||||
Transaction and integration expenses | - | -9,273 | ||||||||||||||||||||||||||||||||||
Stock-based compensation (2) | -3,563 | -7,624 | ||||||||||||||||||||||||||||||||||
Discretionary compensation | -76,122 | -72,580 | ||||||||||||||||||||||||||||||||||
Payroll tax on discretionary compensation | -4,568 | -4,306 | ||||||||||||||||||||||||||||||||||
Other, net | -14,965 | -1,859 | ||||||||||||||||||||||||||||||||||
Income from operations | $ | 102,421 | $ | 79,274 | ||||||||||||||||||||||||||||||||
Depreciation, general and administrative, pension, and medical costs are allocated to our segments based on budgeted expenses determined at the beginning of the fiscal year, as management believes that these costs are largely uncontrollable to the segment. To the extent that the actual expense base upon which allocations are made differs from the forecast/budget amount, a reconciling item will be created between internally allocated expenses and the actual expense that we report for GAAP purposes. | ||||||||||||||||||||||||||||||||||||
Stock-based compensation excludes RSUs granted in conjunction with our performance bonus, which are included in discretionary compensation. | ||||||||||||||||||||||||||||||||||||
Earnings_Per_Share_Tables
Earnings Per Share (Tables) | 3 Months Ended | |||||||||||||||||||
Sep. 30, 2013 | ||||||||||||||||||||
Earnings Per Share [Abstract] | ' | |||||||||||||||||||
Schedule of earnings per share, basic and diluted | ' | |||||||||||||||||||
Three Months Ended September 30, | ||||||||||||||||||||
2013 | 2012 | |||||||||||||||||||
Per Share | Per Share | |||||||||||||||||||
Income | Shares | Amount | Income | Shares | Amount | |||||||||||||||
Basic EPS | ||||||||||||||||||||
Income from continuing operations | $ | 85,744 | $ | 51,040 | ||||||||||||||||
Less: Loss attributable to non-controlling interests | -26 | -941 | ||||||||||||||||||
Income from continuing operations attributable | ||||||||||||||||||||
to common stockholders | 85,770 | 51,981 | ||||||||||||||||||
Less: Income allocated to participating securities | - | -1,228 | ||||||||||||||||||
Income from continuing operations attributable | ||||||||||||||||||||
to common stockholders | $ | 85,770 | 70,801 | $ | 1.21 | $ | 50,753 | 69,805 | $ | 0.73 | ||||||||||
Diluted EPS | ||||||||||||||||||||
Share-based compensation awards | - | 245 | - | 499 | ||||||||||||||||
Income from continuing operations attributable | ||||||||||||||||||||
to common stockholders | $ | 85,770 | 71,046 | $ | 1.21 | $ | 50,753 | 70,304 | $ | 0.72 |
Organization_and_Basis_of_Pres1
Organization and Basis of Presentation (Details) | 3 Months Ended |
Sep. 30, 2013 | |
Organization and Basis of Presentation [Abstract] | ' |
Current Fiscal Year End Date | '--06-30 |
Discontinued_Operations_Detail
Discontinued Operations (Details) (USD $) | 3 Months Ended | |
Sep. 30, 2013 | Sep. 30, 2012 | |
Current assets held for sale | ' | ' |
Current assets held for sale | $56,434,000 | ' |
Noncurrent assets held for sale | ' | ' |
Noncurrent assets held for sale | 181,784,000 | ' |
Current liabilities held for sale | ' | ' |
Current liabilities held for sale | 63,071,000 | ' |
Other noncurrent liabilities held for sale | ' | ' |
Noncurrent liabilities held for sale | 2,195,000 | ' |
Brokerage Business [Member] | ' | ' |
Discontinued Operations Disclosures | ' | ' |
Description of Disposal Transaction | 'On September 19, 2013, we entered into a definitive agreement to sell our Reinsurance and Property and Casualty Insurance Brokerage business (“Brokerage”) to Jardine Lloyd Thompson Group plc (“JLT”) for cash consideration of $250 million. The Brokerage business was a component of our Risk and Financial Services segment. We divested this business as part of our strategy to focus on the businesses where we are market leaders. We continue to focus on risk consulting, software and other services for the insurance industry. The business will be branded for a transitional period of 15 months as JLT Towers Re. | ' |
Segment disposal group belonged to | 'Risk and Financial Services segment | ' |
Expected proceeds | 250,000,000 | ' |
Selected Income Statement Information | ' | ' |
Revenue from discontinued operations | 41,198,000 | 41,014,000 |
Net income from discontinued operations before taxes | 4,995,000 | 10,553,000 |
Current assets held for sale | ' | ' |
Fiduciary assets | 40,155,000 | ' |
Receivables, net | 11,964,000 | ' |
Other current assets | 4,315,000 | ' |
Noncurrent assets held for sale | ' | ' |
Fixed assets, net | 2,135,000 | ' |
Deferred income taxes | 557,000 | ' |
Goodwill | 168,769,000 | ' |
Intangible assets, net | 8,230,000 | ' |
Other assets | 2,093,000 | ' |
Total assets held for sale | 238,218,000 | ' |
Current liabilities held for sale | ' | ' |
Accounts payable, accrued liabilities and deferred income | 11,359,000 | ' |
Employee-related liabilities | 10,448,000 | ' |
Fiduciary liabilities | 40,155,000 | ' |
Other current liabilities | 1,109,000 | ' |
Other noncurrent liabilities held for sale | ' | ' |
Other noncurrent liabilities | 2,195,000 | ' |
Total liabilities held for sale | 65,266,000 | ' |
Estimated consideration | 215,000,000 | ' |
Estimated transaction costs | 5,000,000 | ' |
Brokerage Business [Member] | Alliance Agreement [Member] | ' | ' |
Discontinued Operations Disclosures | ' | ' |
Discontinued Operation Percentage Of Continuing Cash Flows After Disposal | 1.00% | ' |
Brokerage Business [Member] | Insurance And Reinsurance Placement [Member] | ' | ' |
Discontinued Operations Disclosures | ' | ' |
Intercompany revenue eliminated | 2,800,000 | ' |
Brokerage Business [Member] | Transitional Services Agreement [Member] | ' | ' |
Discontinued Operations Disclosures | ' | ' |
Amount of continuing cash flows | $6,300,000 | ' |
Brokerage Business [Member] | Combined Ongoing Expenses [Member] | ' | ' |
Discontinued Operations Disclosures | ' | ' |
Discontinued Operation Percentage Of Continuing Cash Flows After Disposal | 7.40% | ' |
Investments_Details
Investments (Details) (USD $) | 3 Months Ended | ||
Sep. 30, 2013 | Sep. 30, 2012 | Jun. 30, 2013 | |
Proceeds from Sale of Fixed Income Securities [Abstract] | ' | ' | ' |
Proceeds from Sale or Maturity of Available-for-sale Debt Securities | $54,600,000 | $9,300,000 | ' |
Available-for-sale Securities, Gross Realized Gain (Loss), Excluding Other than Temporary Impairments [Abstract] | ' | ' | ' |
Fair value of investments in an unrealized loss position | ' | ' | 36,300,000 |
Fixed income securities | ' | ' | ' |
Schedule of Available-for-sale Securities [Line Items] | ' | ' | ' |
Amortized Cost | 2,002,000 | ' | 56,602,000 |
Unrealized Gains | 5,000 | ' | 15,000 |
Unrealized Losses | ' | ' | -2,000 |
Estimated Fair Value | 2,007,000 | ' | 56,615,000 |
Equity securities | ' | ' | ' |
Schedule of Available-for-sale Securities [Line Items] | ' | ' | ' |
Amortized Cost | 853,000 | ' | 853,000 |
Unrealized Gains | 753,000 | ' | 476,000 |
Unrealized Losses | ' | ' | -1,000 |
Estimated Fair Value | 1,606,000 | ' | 1,328,000 |
Mutual funds and exchange-traded funds | ' | ' | ' |
Schedule of Available-for-sale Securities [Line Items] | ' | ' | ' |
Amortized Cost | 26,769,000 | ' | 26,666,000 |
Unrealized Gains | 976,000 | ' | 14,000 |
Unrealized Losses | ' | ' | -97,000 |
Estimated Fair Value | $27,745,000 | ' | $26,583,000 |
Goodwill_and_Intangible_Assets2
Goodwill and Intangible Assets (Details) (USD $) | 3 Months Ended |
Sep. 30, 2013 | |
Goodwill [Roll Forward] | ' |
Goodwill as of | $2,218,935,000 |
Reclassified to held for sale | -168,769,000 |
Translation adjustment | 59,682,000 |
Goodwill as of | 2,109,848,000 |
Benefits [Member] | ' |
Goodwill [Roll Forward] | ' |
Goodwill as of | 1,233,272,000 |
Translation adjustment | 37,994,000 |
Goodwill as of | 1,271,266,000 |
Risk And Financial Services [Member] | ' |
Goodwill [Roll Forward] | ' |
Goodwill as of | 534,150,000 |
Reclassified to held for sale | -168,769,000 |
Translation adjustment | 18,398,000 |
Goodwill as of | 383,779,000 |
Talent And Rewards [Member] | ' |
Goodwill [Roll Forward] | ' |
Goodwill as of | 108,850,000 |
Translation adjustment | 3,290,000 |
Goodwill as of | 112,140,000 |
Exchange Solutions [Member] | ' |
Goodwill [Roll Forward] | ' |
Goodwill as of | 341,449,000 |
Translation adjustment | 0 |
Goodwill as of | 341,449,000 |
All Other [Member] | ' |
Goodwill [Roll Forward] | ' |
Goodwill as of | 1,214,000 |
Translation adjustment | 0 |
Goodwill as of | $1,214,000 |
Goodwill_and_Intangible_Assets3
Goodwill and Intangible Assets (Details1) (USD $) | 3 Months Ended | ||
Sep. 30, 2013 | Sep. 30, 2012 | Jun. 30, 2013 | |
Finite-Lived Intangible Assets Roll Forward | ' | ' | ' |
Balance as of | $319,327,000 | ' | ' |
Reclassified to held for sale | -8,230,000 | ' | ' |
Amortization | -19,330,000 | -19,622,000 | ' |
Total intangible amortization and rent expense | -19,567,000 | ' | ' |
Translation adjustment | 5,186,000 | ' | ' |
Balance as of | 296,716,000 | ' | ' |
Finite-Lived Intangible Assets By Category [Abstract] | ' | ' | ' |
Gross Carrying Amount | 557,429,000 | ' | 561,655,000 |
Accumulated Amortization | 260,713,000 | ' | 242,328,000 |
Gross Carrying Amount - Intangible Liabilities | 26,024,000 | ' | 25,591,000 |
Accumulated amortization - Intangible Liabilities | 13,348,000 | ' | 12,122,000 |
Weighted average remaining life of intangible assets and liabilities | '5 years 9 months | ' | ' |
Intangible Assets Other Disclosures [Abstract] | ' | ' | ' |
Indefinite-Lived Intangible Assets (Excluding Goodwill) | 374,400,000 | ' | 368,400,000 |
Intangible Lease Liability | 12,700,000 | ' | 13,500,000 |
Reduction to rent expense | -800,000 | ' | ' |
Finite-Lived Intangible Assets, Future Amortization Expense [Abstract] | ' | ' | ' |
2014 | 50,944,000 | ' | ' |
2015 | 61,319,000 | ' | ' |
2016 | 52,437,000 | ' | ' |
2017 | 47,922,000 | ' | ' |
2018 | 37,619,000 | ' | ' |
Thereafter | 43,135,000 | ' | ' |
Total | 293,376,000 | ' | ' |
Future Amortization Rent Offset [Abstract] | ' | ' | ' |
2014 | -2,283,000 | ' | ' |
2015 | -1,846,000 | ' | ' |
2016 | -1,621,000 | ' | ' |
2017 | -1,916,000 | ' | ' |
2018 | -1,823,000 | ' | ' |
Thereafter | 153,000 | ' | ' |
Total | -9,336,000 | ' | ' |
Intangible Assets, Amortization Period [Member] | ' | ' | ' |
Change in Accounting Estimate [Line Items] | ' | ' | ' |
Change in Accounting Estimate, Description | 'As part of the integration of our Retirement business, during the second quarter of fiscal 2012, management decided to discontinue the use of an application that was acquired in the Merger with an expected useful life of ten years. We calculated no impairment associated with this application and we shortened the life of the intangible asset and accelerated the amortization in the same pattern in which our clients are transitioned to the surviving application, which is expected to occur predominantly over the next two to three years. To develop our estimated useful remaining life of the application, we are using client engagement revenue and the planned transition developed by our business management. | ' | ' |
Change In Accounting Estimate Period Charge | 900,000 | 2,000,000 | ' |
Trade Names [Member] | ' | ' | ' |
Finite-Lived Intangible Assets By Category [Abstract] | ' | ' | ' |
Gross Carrying Amount | 370,000 | ' | 370,000 |
Accumulated Amortization | 370,000 | ' | 370,000 |
Customer Related Intangibles [Member] | ' | ' | ' |
Finite-Lived Intangible Assets Roll Forward | ' | ' | ' |
Reclassified to held for sale | -8,230,000 | ' | ' |
Amortization | -11,637,000 | ' | ' |
Translation adjustment | 4,689,000 | ' | ' |
Finite-Lived Intangible Assets By Category [Abstract] | ' | ' | ' |
Gross Carrying Amount | 384,938,000 | ' | 390,027,000 |
Accumulated Amortization | 153,869,000 | ' | 143,780,000 |
Finite-Lived Intangible Assets, Future Amortization Expense [Abstract] | ' | ' | ' |
Total | 231,069,000 | ' | 246,247,000 |
Developed Technology Rights [Member] | ' | ' | ' |
Finite-Lived Intangible Assets Roll Forward | ' | ' | ' |
Amortization | -7,693,000 | ' | ' |
Translation adjustment | 485,000 | ' | ' |
Finite-Lived Intangible Assets By Category [Abstract] | ' | ' | ' |
Gross Carrying Amount | 165,598,000 | ' | 164,762,000 |
Accumulated Amortization | 103,291,000 | ' | 95,247,000 |
Finite-Lived Intangible Assets, Future Amortization Expense [Abstract] | ' | ' | ' |
Total | 62,307,000 | ' | 69,515,000 |
Lease Agreements [Member] | ' | ' | ' |
Finite-Lived Intangible Assets Roll Forward | ' | ' | ' |
Rent expense for lease intangible | -237,000 | ' | ' |
Translation adjustment | 12,000 | ' | ' |
Finite-Lived Intangible Assets By Category [Abstract] | ' | ' | ' |
Gross Carrying Amount | 6,523,000 | ' | 6,496,000 |
Accumulated Amortization | 3,183,000 | ' | 2,931,000 |
Finite-Lived Intangible Assets, Future Amortization Expense [Abstract] | ' | ' | ' |
Total | 3,340,000 | ' | 3,565,000 |
Unfavorable Lease Agreements [Member] | ' | ' | ' |
Finite-Lived Intangible Assets By Category [Abstract] | ' | ' | ' |
Gross Carrying Amount - Intangible Liabilities | 26,024,000 | ' | 25,591,000 |
Accumulated amortization - Intangible Liabilities | $13,348,000 | ' | $12,122,000 |
Fair_Value_Measurements_Detail
Fair Value Measurements (Details) (USD $) | 3 Months Ended | |||||||||||||||||||||
Sep. 30, 2013 | Sep. 30, 2012 | Sep. 30, 2013 | Jun. 30, 2013 | Jun. 30, 2013 | Jun. 30, 2013 | Sep. 30, 2013 | Jun. 30, 2013 | Sep. 30, 2013 | Jun. 30, 2013 | Sep. 30, 2013 | Jun. 30, 2013 | Sep. 30, 2013 | Jun. 30, 2013 | Sep. 30, 2013 | Jun. 30, 2013 | Sep. 30, 2013 | Jun. 30, 2013 | Jun. 30, 2013 | Jun. 30, 2013 | Sep. 30, 2013 | Jun. 30, 2013 | |
Fair Value, Measurements, Recurring [Member] | Fair Value, Measurements, Recurring [Member] | Fair Value, Measurements, Recurring [Member] | Fair Value, Measurements, Recurring [Member] | Fair Value, Measurements, Recurring [Member] | Fair Value, Measurements, Recurring [Member] | Fair Value, Measurements, Recurring [Member] | Fair Value, Measurements, Recurring [Member] | Fair Value, Measurements, Recurring [Member] | Fair Value, Measurements, Recurring [Member] | Fair Value, Measurements, Recurring [Member] | Fair Value, Measurements, Recurring [Member] | Fair Value, Measurements, Recurring [Member] | Fair Value, Measurements, Recurring [Member] | Fair Value, Measurements, Recurring [Member] | Fair Value, Measurements, Recurring [Member] | Fair Value, Measurements, Recurring [Member] | Fair Value, Measurements, Recurring [Member] | Fair Value, Measurements, Recurring [Member] | Fair Value, Measurements, Recurring [Member] | |||
US Treasury and Government [Member] | US Treasury and Government [Member] | Corporate Bond Securities [Member] | Foreign Corporate Debt Securities [Member] | Equity Securities [Member] | Equity Securities [Member] | Mutual Funds [Member] | Mutual Funds [Member] | Foreign Exchange Forward [Member] | Foreign Exchange Forward [Member] | Fair Value, Inputs, Level 1 [Member] | Fair Value, Inputs, Level 1 [Member] | Fair Value, Inputs, Level 1 [Member] | Fair Value, Inputs, Level 1 [Member] | Fair Value, Inputs, Level 1 [Member] | Fair Value, Inputs, Level 1 [Member] | Fair Value, Inputs, Level 2 [Member] | Fair Value, Inputs, Level 2 [Member] | Fair Value, Inputs, Level 2 [Member] | Fair Value, Inputs, Level 2 [Member] | |||
US Treasury and Government [Member] | US Treasury and Government [Member] | Equity Securities [Member] | Equity Securities [Member] | Mutual Funds [Member] | Mutual Funds [Member] | Corporate Bond Securities [Member] | Foreign Corporate Debt Securities [Member] | Foreign Exchange Forward [Member] | Foreign Exchange Forward [Member] | |||||||||||||
Assets: | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Available-for-sale Securities | ' | ' | $2,007,000 | $2,014,000 | $53,100,000 | $1,501,000 | $1,606,000 | $1,328,000 | $27,745,000 | $26,583,000 | ' | ' | $2,007,000 | $2,014,000 | $1,606,000 | $1,328,000 | $27,745,000 | $26,583,000 | $53,100,000 | $1,501,000 | ' | ' |
Derivatives | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 778,000 | 546,000 | ' | ' | ' | ' | ' | ' | ' | ' | 778,000 | 546,000 |
Liabilities: | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Derivatives | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 1,670,000 | 353,000 | ' | ' | ' | ' | ' | ' | ' | ' | 1,670,000 | 353,000 |
Unrealized Gain (Loss) on Derivatives recognized in earnings [Abstract] | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Unrealized Gain (Loss) on derivatives recognized in earnings | $600,000 | $1,000,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Derivative_Financial_Instrumen2
Derivative Financial Instruments (Details) (USD $) | 3 Months Ended | 3 Months Ended | ||||||||||||
Sep. 30, 2013 | Jun. 30, 2013 | Sep. 30, 2013 | Sep. 30, 2012 | Sep. 30, 2013 | Sep. 30, 2012 | Sep. 30, 2013 | Jun. 30, 2013 | Sep. 30, 2013 | Jun. 30, 2013 | Sep. 30, 2013 | Jun. 30, 2013 | Sep. 30, 2013 | Jun. 30, 2013 | |
Foreign Exchange Forward [Member] | Foreign Exchange Forward [Member] | Foreign Exchange Forward [Member] | Foreign Exchange Forward [Member] | Foreign Exchange Forward [Member] | Foreign Exchange Forward [Member] | Foreign Exchange Forward [Member] | Foreign Exchange Forward [Member] | Foreign Exchange Forward [Member] | Foreign Exchange Forward [Member] | Foreign Exchange Forward [Member] | Foreign Exchange Forward [Member] | |||
Cash Flow Hedging [Member] | Cash Flow Hedging [Member] | General and Administrative Expense [Member] | General and Administrative Expense [Member] | Designated as Hedging Instrument [Member] | Designated as Hedging Instrument [Member] | Designated as Hedging Instrument [Member] | Designated as Hedging Instrument [Member] | Not Designated as Hedging Instrument [Member] | Not Designated as Hedging Instrument [Member] | Not Designated as Hedging Instrument [Member] | Not Designated as Hedging Instrument [Member] | |||
Cash Flow Hedging [Member] | Cash Flow Hedging [Member] | Other Current Assets [Member] | Other Current Assets [Member] | Other Current Liabilities [Member] | Other Current Liabilities [Member] | Other Current Assets [Member] | Other Current Assets [Member] | Other Current Liabilities [Member] | Other Current Liabilities [Member] | |||||
Derivative Financial Instruments [Abstract] | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Longest outstanding maturity for derivative contracts at the most recent balance sheet date. | '11 months | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Derivative Other Comprehensive Income Pretax | ($1,500,000) | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Notional Amount of Derivatives | 90,100,000 | 107,200,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Derivative, Fair Value, Net | -900,000 | 200,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Asset derivatives | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Derivative Asset, Fair Value, Net | 778,000 | 546,000 | ' | ' | ' | ' | 213,000 | 395,000 | ' | ' | 565,000 | 151,000 | ' | ' |
Liability derivatives | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Derivative Liability, Fair Value | -1,670,000 | -353,000 | ' | ' | ' | ' | ' | ' | -1,667,000 | -159,000 | ' | ' | -3,000 | -194,000 |
Summary Of Hedged Derivative Instruments Impact On Results Of Operations [Abstract] | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Gain (loss) recognized in OCI (effective portion) | ' | ' | -1,632,000 | -684,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Gain (loss) reclassified from OCI into income (effective portion) | ' | ' | ' | ' | 62,000 | 230,000 | ' | ' | ' | ' | ' | ' | ' | ' |
Gain (loss) recognized in income (ineffective portion and amount excluded from effectiveness testing) | ' | ' | ' | ' | 1,000 | -1,000 | ' | ' | ' | ' | ' | ' | ' | ' |
Summary Of Non Hedged Derivative Instruments Impact On Results Of Operations [Abstract] | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Gain (Loss) on Foreign Currency Derivative Instruments Not Designated as Hedging Instruments | ' | ' | ' | ' | 1,147,000 | -381,000 | ' | ' | ' | ' | ' | ' | ' | ' |
Notional Amount of Foreign Currency Derivative Instruments Not Designated as Hedging Instruments | $32,400,000 | $33,600,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Retirement_Benefits_Details
Retirement Benefits (Details) (USD $) | Jun. 30, 2013 | Sep. 30, 2013 | Sep. 30, 2012 | Sep. 30, 2013 | Sep. 30, 2012 | Sep. 30, 2013 | Sep. 30, 2012 | Sep. 30, 2013 | Sep. 30, 2012 | Sep. 30, 2013 | Sep. 30, 2012 |
Towers Watson Us [Member] | Towers Watson Us [Member] | Towers Watson Uk [Member] | Towers Watson Uk [Member] | North America Pension Plans [Member] | North America Pension Plans [Member] | Europe Pension Plans [Member] | Europe Pension Plans [Member] | Other Postretirement Plans [Member] | Other Postretirement Plans [Member] | ||
Defined Benefit Pension Plans and Defined Benefit Postretirement Plans Disclosure [Abstract] | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Portion Of Pension And Opeb Plans Represented In Disclosure Portion Disclosed | 98.00% | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Portion Of Pension And Opeb Plans Represented In Disclosure Portion Not Disclosed | 2.00% | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Defined Benefit Plan, Net Periodic Benefit Cost [Abstract] | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Service cost | ' | ' | ' | ' | ' | $17,788,000 | $17,938,000 | $2,965,000 | $3,210,000 | $367,000 | $445,000 |
Interest cost | ' | ' | ' | ' | ' | 35,354,000 | 33,997,000 | 9,847,000 | 9,693,000 | 2,223,000 | 2,210,000 |
Expected return on plan assets | ' | ' | ' | ' | ' | -47,226,000 | -46,286,000 | -11,056,000 | -10,838,000 | -28,000 | -33,000 |
Amortization of net loss/(gain) | ' | ' | ' | ' | ' | 5,649,000 | 11,508,000 | 2,169,000 | 1,499,000 | -430,000 | 105,000 |
Amortization of prior service (credit)/cost | ' | ' | ' | ' | ' | -2,095,000 | -2,094,000 | 10,000 | 10,000 | -1,752,000 | -2,066,000 |
Net periodic benefit cost/(income) | ' | ' | ' | ' | ' | 9,470,000 | 15,063,000 | 3,935,000 | 3,574,000 | 380,000 | 661,000 |
Employer Contributions | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Defined Benefit Plan, Contributions by Employer | ' | ' | ' | ' | ' | 56,800,000 | ' | 4,700,000 | ' | ' | ' |
Defined Benefit Plan, Estimated Future Employer Contributions in Current Fiscal Year | ' | ' | ' | ' | ' | 16,500,000 | ' | 22,600,000 | ' | ' | ' |
Defined Contribution Pension And Other Postretirement Plans [Line Items] | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Defined Contribution Plan Contributions By Employer | ' | $6,000,000 | $5,600,000 | $5,800,000 | $5,500,000 | ' | ' | ' | ' | ' | ' |
Debt_Commitments_and_Contingen1
Debt, Commitments and Contingent Liabilities (Details) (USD $) | Sep. 30, 2013 | Jun. 30, 2013 | Sep. 30, 2013 | Sep. 30, 2013 | Sep. 30, 2013 | Sep. 30, 2013 | Sep. 30, 2013 | Sep. 30, 2013 | Sep. 30, 2013 | Sep. 30, 2012 | Sep. 30, 2013 | Sep. 30, 2013 | Sep. 30, 2013 | Sep. 30, 2012 | Sep. 30, 2013 | Sep. 30, 2013 | Sep. 30, 2013 | Sep. 30, 2013 |
In Millions, unless otherwise specified | Dugan Action [Member] | Allen Action [Member] | Pao Action [Member] | Acument [Member] | S M I C [Member] | P C I C [Member] | Senior Credit Facility [Member] | Senior Credit Facility [Member] | Standby Letter of Credit [Member] | Standby Letter of Credit [Member] | Unsecured Debt [Member] | Unsecured Debt [Member] | Unsecured Debt [Member] | Unsecured Debt [Member] | Unsecured Debt [Member] | Unsecured Debt [Member] | ||
Captive Insurance Companies [Member] | Other Existing Or Potential Business Obligations [Member] | LIBOR | LIBOR | Bank Base Rate | Bank Base Rate | |||||||||||||
Maximum [Member] | Minimum [Member] | Maximum [Member] | Minimum [Member] | |||||||||||||||
Debt Instrument [Line Items] | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Line of Credit Facility, Maximum Borrowing Capacity | ' | ' | ' | ' | ' | ' | ' | ' | $500 | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Line Of Credit Facility Additional Borrowing Capacity | ' | ' | ' | ' | ' | ' | ' | ' | 250 | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Line of Credit Facility, Interest Rate Description | ' | ' | ' | ' | ' | ' | ' | ' | 'a spread to either LIBOR or the Prime Rate | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Line of Credit Facility, Unused Capacity, Commitment Fee Percentage | ' | ' | ' | ' | ' | ' | ' | ' | 0.18% | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Line of Credit Facility, Collateral | ' | ' | ' | ' | ' | ' | ' | ' | 'Towers Watson and all of its domestic subsidiaries (other than Professional Consultants Insurance Company (“PCIC”), a majority-owned captive insurance company, and Stone Mountain Insurance Company (“SMIC”), a wholly-owned captive insurance company) | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Line of Credit Facility, Covenant Terms | ' | ' | ' | ' | ' | ' | ' | ' | 'The Senior Credit Facility contains customary representations and warranties and affirmative and negative covenants. The Senior Credit Facility requires Towers Watson to maintain certain financial covenants that include a minimum Consolidated Interest Coverage Ratio and a maximum Consolidated Leverage Ratio (which terms in each case are defined in the Senior Credit Facility). In addition, the Senior Credit Facility contains restrictions on the ability of Towers Watson to, among other things, incur additional indebtedness; pay dividends; make distributions; create liens on assets; make acquisitions; dispose of property; engage in sale-leaseback transactions; engage in mergers or consolidations, liquidations and dissolutions; engage in certain transactions with affiliates; and make changes in lines of businesses. | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Line of Credit Facility, Covenant Compliance | ' | ' | ' | ' | ' | ' | ' | ' | 'As of September 30, 2013, we were in compliance with our covenants. | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Line of Credit Facility, Amount Outstanding | ' | ' | ' | ' | ' | ' | ' | ' | 30 | ' | 21.4 | 1.5 | ' | ' | ' | ' | ' | ' |
Long-term Debt, Maturities, Repayment Terms | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 'The Term Loan amortizes at a rate of $6.25 million per quarter, beginning in September 2013, with a final maturity date of June 1, 2017. The Company has the right to prepay a portion or all of the outstanding Term Loan balance on any interest payment date without penalty. | ' | ' | ' | ' | ' |
Debt, Weighted Average Interest Rate | ' | ' | ' | ' | ' | ' | ' | ' | 1.43% | 1.53% | ' | ' | 1.44% | 1.50% | ' | ' | ' | ' |
Term loan | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 243.75 | ' | ' | ' | ' | ' |
Debt Instrument, Maturity Date | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 1-Jun-17 | ' | ' | ' | ' | ' |
Percentage spread to base index rate | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 1.75% | 1.25% | 0.75% | 0.25% |
Original amount borrowed | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 250 | ' | ' | ' | ' | ' |
Malpractice Insurance [Line Items] | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Professional Liability Insurance Coverage, per Claim | ' | ' | ' | ' | ' | ' | ' | 'Before the Merger, Watson Wyatt and Towers Perrin each obtained substantial professional liability insurance from PCIC. A limit of $50 million per claim and in the aggregate was provided by PCIC subject to a $1 million per claim self-insured retention. | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Reinsurance Coverage Description | ' | ' | ' | ' | ' | ' | 'SMIC secured $25 million of reinsurance from unaffiliated reinsurance companies in excess of the $15 million SMIC retained layer. Excess insurance attaching above the SMIC coverage is provided by various unaffiliated commercial insurance companies. | 'PCIC secured reinsurance of $25 million attaching above the $25 million PCIC retained layer from unaffiliated reinsurance companies. | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Malpractice Insurance Coverage Results Description | ' | ' | ' | ' | ' | ' | 'This structure effectively results in Towers Watson and SMIC bearing the first $25 million of loss per occurrence or in the aggregate above the $1 million per claim self-insured retention. As a wholly-owned captive insurance company, SMIC is consolidated into our financial statements. | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Malpractice Insurance, Percentage of Ownership in Captive Insurer | ' | ' | ' | ' | ' | ' | ' | 72.86% | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Malpractice Insurance Continuing Coverage Policy Description | ' | ' | ' | ' | ' | ' | 'Towers Watson carries substantial professional liability insurance which, effective July 1, 2010, has been provided by SMIC. For the policy period beginning July 1, 2011 certain changes were made to our professional liability insurance program. These changes remain in-force for the policy periods beginning July 1, 2011 and ending July 1, 2014. Our professional liability insurance includes a $10 million aggregate self-insured retention above the $1 million self-insured retention per claim, including the cost of defending such claims. SMIC provides us with $40 million of coverage per claim and in the aggregate, above the retentions, including the cost of defending such claims. | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Incurred but not reported professional claims liability | 187.2 | 184.1 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Loss Contingencies [Line Items] | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Period of loss occurence | ' | ' | ' | ' | ' | 'December 1, 2007 and April 30, 2010 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Lawsuit filing date | ' | ' | '2009-11-05 | '2009-12-17 | '2010-01-15 | '2011-01-26 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Name of plaintiff | ' | ' | 'Dugan Action | 'Allen Action | 'Pao Action | 'Acument Global Technologies, Inc. | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Damages sought, value | ' | ' | 800 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Terms of settlement agreement | ' | ' | 'During the mediation held on May 7, 2013, the parties reached agreement on settlement terms that include payment of an aggregate $10 million to an agreed settlement class estimated to potentially include more than 1,000 former Towers Perrin shareholders, which payment would also cover legal fees of plaintiffs’ attorneys, as determined by the court, and expenses incurred to administer the settlement. On September 24, 2013, the court preliminarily certified the settlement class and preliminarily approved the parties’ proposed settlement. The settlement remains subject to several conditions, including sufficient participation of the individual settlement class members and final judicial approval of the settlement terms. | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Proposed settlement amount | ' | ' | 10 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Malpractice Loss Contingency, Description | ' | ' | 'Pursuant to the Towers Perrin Bylaws in effect at the time of their separations, the Towers Perrin shares held by all plaintiffs were redeemed by Towers Perrin at book value when these individuals separated from employment. The complaints allege variously that there either was a promise that Towers Perrin would remain privately owned in perpetuity (Dugan Action) or that in the event of a change to public ownership plaintiffs would receive compensation (Allen and Pao Actions). Plaintiffs allege that by agreeing to sell their shares back to Towers Perrin at book value upon separation, they and other members of the putative classes relied upon these alleged promises, which they claim were breached as a result of the consummation of the Merger between Watson Wyatt and Towers Perrin. The complaints assert claims for breach of contract, breach of express trust, breach of fiduciary duty, promissory estoppel, quasi-contract/unjust enrichment, and constructive trust, and seek equitable relief including an accounting, disgorgement, rescission and/or restitution, and the imposition of a constructive trust. | 'Pursuant to the Towers Perrin Bylaws in effect at the time of their separations, the Towers Perrin shares held by all plaintiffs were redeemed by Towers Perrin at book value when these individuals separated from employment. The complaints allege variously that there either was a promise that Towers Perrin would remain privately owned in perpetuity (Dugan Action) or that in the event of a change to public ownership plaintiffs would receive compensation (Allen and Pao Actions). Plaintiffs allege that by agreeing to sell their shares back to Towers Perrin at book value upon separation, they and other members of the putative classes relied upon these alleged promises, which they claim were breached as a result of the consummation of the Merger between Watson Wyatt and Towers Perrin. The complaints assert claims for breach of contract, breach of express trust, breach of fiduciary duty, promissory estoppel, quasi-contract/unjust enrichment, and constructive trust, and seek equitable relief including an accounting, disgorgement, rescission and/or restitution, and the imposition of a constructive trust. | 'Pursuant to the Towers Perrin Bylaws in effect at the time of their separations, the Towers Perrin shares held by all plaintiffs were redeemed by Towers Perrin at book value when these individuals separated from employment. The complaints allege variously that there either was a promise that Towers Perrin would remain privately owned in perpetuity (Dugan Action) or that in the event of a change to public ownership plaintiffs would receive compensation (Allen and Pao Actions). Plaintiffs allege that by agreeing to sell their shares back to Towers Perrin at book value upon separation, they and other members of the putative classes relied upon these alleged promises, which they claim were breached as a result of the consummation of the Merger between Watson Wyatt and Towers Perrin. The complaints assert claims for breach of contract, breach of express trust, breach of fiduciary duty, promissory estoppel, quasi-contract/unjust enrichment, and constructive trust, and seek equitable relief including an accounting, disgorgement, rescission and/or restitution, and the imposition of a constructive trust. | 'Acument Global Technologies, Inc. In a letter to the Company dated January 26, 2011, Acument Global Technologies, Inc. ("Acument") and the Acument Global Technologies, Inc. Pension Plan (the "Plan") claimed that Towers Watson breached its fiduciary duties under the Employee Retirement Income Security Act of 1974 ("ERISA") in connection with advice provided to Acument relating to investment of certain assets of the Plan in the Westridge Capital Management Enhancements Funds (the "Westridge Funds"). Acument and the Plan demanded that the Company make the Plan whole for losses and damages allegedly sustained as a result of Acument's decision to invest in the Westridge Funds. Watson Wyatt Investment Consulting, Inc. ("WWIC"), now known as Towers Watson Investment Services, Inc. (“TWIS”), provided investment consulting services to Acument between December 1, 2007 and April 30, 2010. In connection with those services, WWIC recommended an investment in the Westridge Funds. In July 2008, Acument made a $47.0 million investment in the Westridge Funds. During the period December 1, 2008 through January 22, 2009, Acument made additional investments of $9.5 million, bringing the aggregate investment of the Plan's assets in the Westridge Funds to $56.5 million. As the result of information obtained during an investigation of Westridge Capital Management, its affiliates WG Trading Investors, L.P. and WG Trading Company, L.P. (collectively referred to as "Westridge") and their principals, commenced by the National Futures Association on February 5, 2009, the Commodities Future Trading Commission filed suit against Westridge and its principals alleging violations of the Commodity Exchange Act. This resulted in a court-supervised receivership of the assets of Westridge. The Securities and Exchange Commission (“SEC”) filed a separate suit on February 25, 2009 against Westridge and its principals alleging violations of the federal securities laws. In its complaint, the SEC alleges that Westridge had become a fraudulent investment scheme by which its principals purportedly misappropriated approximately $553 million from a number of highly sophisticated institutional investors, including public pension and retirement plans and educational institutions, some of which were investing in Westridge as late as February 6, 2009. We believe that, to date, Acument has recovered approximately $39.7 million of its investment in the Westridge Funds from the receivership. The Company declined Acument's demand for compensation. On January 20, 2012, Acument and the Acument Pension Plan (referred to together as “Acument”) filed suit against the Company and TWIS in the United States District Court for the Southern District of New York. The complaint alleges four counts of breach of fiduciary duty under ERISA, claiming principally alleged deficiencies in the Company’s due diligence relating to Westridge and in the disclosures made to Acument concerning Westridge and the nature of the investment. Acument seeks to recover an unspecified amount comprised primarily of loss of principal, investment losses, fees paid for consulting services, and attorney’s fees. The Company has filed an answer to the complaint denying all claims and asserting affirmative defenses and plans to continue to defend vigorously against these legal proceedings. | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Misappropriation Estimate | ' | ' | ' | ' | ' | 553 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Recovery To Date | ' | ' | ' | ' | ' | $39.70 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Nonconsolidated_Variable_Inter1
Nonconsolidated Variable Interest Entities (Details) (USD $) | Sep. 30, 2013 |
In Millions, unless otherwise specified | |
Nonconsolidated Variable Interest Entities [Abstract] | ' |
Assets under management | $1,000 |
Accumulated_Other_Comprehensiv2
Accumulated Other Comprehensive Income/(Loss) (Details) (USD $) | 3 Months Ended | |
Sep. 30, 2013 | Sep. 30, 2012 | |
After tax - AOCI | ' | ' |
After tax - Accumulated OCI as of | ($299,464,000) | ' |
After tax - Net current-period other comprehensive income | 73,190,000 | 38,733,000 |
After tax - Accumulated OCI as of | -226,076,000 | ' |
Foreign currency translation | ' | ' |
After tax - AOCI | ' | ' |
After tax - Accumulated OCI as of | -131,096,000 | ' |
After tax - Other comprehensive income/(loss) before reclassifications | 71,108,000 | ' |
After tax - Net current-period other comprehensive income | 71,108,000 | ' |
After tax - Accumulated OCI as of | -59,988,000 | ' |
Hedge effectiveness | ' | ' |
Before tax - AOCI | ' | ' |
Before tax - Accumulated OCI as of | 237,000 | ' |
Before tax - Other comprehensive income/(loss) before reclassifications | -1,632,000 | ' |
Before tax - Amounts reclassified from accumulated other comprehensive income | -62,000 | ' |
Before tax - Net current-period other comprehensive income | -1,694,000 | ' |
Before tax - Accumulated OCI as of | -1,457,000 | ' |
Tax - AOCI | ' | ' |
Tax - Accumulated OCI as of | -105,000 | ' |
Tax - Other comprehensive income/(loss) before reclassifications | 651,000 | ' |
Tax - Amounts reclassified from accumulated other comprehensive income | 25,000 | ' |
Tax - Net current-period other comprehensive income | 676,000 | ' |
Tax - Accumulated OCI as of | 571,000 | ' |
After tax - AOCI | ' | ' |
After tax - Accumulated OCI as of | 132,000 | ' |
After tax - Other comprehensive income/(loss) before reclassifications | -981,000 | ' |
After tax - Amounts reclassified from accumulated other comprehensive income | -37,000 | ' |
After tax - Net current-period other comprehensive income | -1,018,000 | ' |
After tax - Accumulated OCI as of | -886,000 | ' |
Available-for-sale securities | ' | ' |
Before tax - AOCI | ' | ' |
Before tax - Accumulated OCI as of | 547,000 | ' |
Before tax - Other comprehensive income/(loss) before reclassifications | 203,000 | ' |
Before tax - Net current-period other comprehensive income | 203,000 | ' |
Before tax - Accumulated OCI as of | 750,000 | ' |
Tax - AOCI | ' | ' |
Tax - Accumulated OCI as of | -134,000 | ' |
Tax - Other comprehensive income/(loss) before reclassifications | -17,000 | ' |
Tax - Net current-period other comprehensive income | -17,000 | ' |
Tax - Accumulated OCI as of | -151,000 | ' |
After tax - AOCI | ' | ' |
After tax - Accumulated OCI as of | 413,000 | ' |
After tax - Other comprehensive income/(loss) before reclassifications | 186,000 | ' |
After tax - Net current-period other comprehensive income | 186,000 | ' |
After tax - Accumulated OCI as of | 599,000 | ' |
Defined pension and post-retirement benefit costs | ' | ' |
Before tax - AOCI | ' | ' |
Before tax - Accumulated OCI as of | -233,817,000 | ' |
Before tax - Amounts reclassified from accumulated other comprehensive income | 3,972,000 | ' |
Before tax - Net current-period other comprehensive income | 3,972,000 | ' |
Before tax - Accumulated OCI as of | -229,845,000 | ' |
Tax - AOCI | ' | ' |
Tax - Accumulated OCI as of | 64,904,000 | ' |
Tax - Amounts reclassified from accumulated other comprehensive income | -860,000 | ' |
Tax - Net current-period other comprehensive income | -860,000 | ' |
Tax - Accumulated OCI as of | 64,044,000 | ' |
After tax - AOCI | ' | ' |
After tax - Accumulated OCI as of | -168,913,000 | ' |
After tax - Amounts reclassified from accumulated other comprehensive income | 3,112,000 | ' |
After tax - Net current-period other comprehensive income | 3,112,000 | ' |
After tax - Accumulated OCI as of | ($165,801,000) | ' |
Restricted_Stock_Details
Restricted Stock (Details) (EMB [Member], USD $) | 3 Months Ended |
Mar. 31, 2011 | |
Common Class B-3 [Member] | ' |
Business Acquisition [Line Items] | ' |
Shares issued as consideration for purchase of EMB | 113,858 |
Common Stock, Par or Stated Value Per Share | $0.01 |
Common Class B-4 [Member] | ' |
Business Acquisition [Line Items] | ' |
Shares issued as consideration for purchase of EMB | 113,858 |
Common Stock, Par or Stated Value Per Share | $0.01 |
Restricted_Stock_Details1
Restricted Stock (Details1) (Common Class B-4 [Member]) | 3 Months Ended |
Sep. 30, 2013 | |
Common Class B-4 [Member] | ' |
Conversion of Stock [Line Items] | ' |
Acceleration of Class B shares to Class A shares, number of shares | 5,374,070 |
Conversion date of Class B shares to Class A shares | '2014-01-01 |
Restricted_Stock_Details2
Restricted Stock (Details2) (USD $) | 3 Months Ended | |||
In Millions, except Share data, unless otherwise specified | Sep. 30, 2013 | Sep. 30, 2012 | Sep. 30, 2012 | Mar. 31, 2010 |
Towers Perrin Merger [Member] | Towers Perrin Merger [Member] | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ' | ' | ' | ' |
Percentage of Restricted Class A shares transferred in the Merger | ' | ' | ' | 10.00% |
Restricted Class A shares granted as consideration | ' | ' | ' | 4,248,984 |
Compensation expense | ' | ' | $4 | ' |
Discontinued operations - compensation expense | $0.20 | $0.10 | $0.50 | ' |
ShareBased_Compensation_Detail
Share-Based Compensation (Details) (USD $) | 3 Months Ended | 12 Months Ended | 3 Months Ended | 12 Months Ended | ||||||||||||||||
In Millions, except Share data, unless otherwise specified | Sep. 30, 2013 | Sep. 30, 2012 | Sep. 30, 2013 | Sep. 30, 2013 | Sep. 30, 2012 | Sep. 30, 2013 | Sep. 30, 2012 | Jun. 30, 2012 | Jun. 30, 2012 | Jun. 30, 2012 | Sep. 30, 2013 | Sep. 30, 2013 | Sep. 30, 2013 | Sep. 30, 2012 | Sep. 30, 2013 | Sep. 30, 2012 | Sep. 30, 2011 | Sep. 30, 2013 | Sep. 30, 2012 | Jun. 30, 2010 |
2014 LTIP | 2013 LTIP | 2013 LTIP | 2012 LTIP | 2012 LTIP | 2012 LTIP | 2012 LTIP | 2012 LTIP | 2014 ES LTIP | 2013 SEP | 2012 SEP | 2012 SEP | 2011 SEP | 2011 SEP | 2011 SEP | Outside Directors [Member] | Outside Directors [Member] | Outside Directors [Member] | |||
Maximum [Member] | Minimum [Member] | |||||||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Description of Restricted Stock Units | 'RSUs are designed to provide us an opportunity to offer our long-term incentive program (LTIP) and to provide key executives with a long-term stake in our success. RSUs are notional, non-voting units of measurement based on our common stock. | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Restricted Stock Units granted during the period | ' | ' | 62,651 | ' | 121,075 | ' | ' | 86,188 | ' | ' | 30,192 | 131,286 | ' | 147,503 | ' | ' | 577,191 | 10,251 | 16,027 | 22,149 |
Restricted Stock Units vested in the period | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 288,595 | ' | ' | ' |
Restricted Stock Units, balance not yet vested | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 288,595 | ' | ' | ' |
Forfeiture rate | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 5.00% | ' | 5.00% | ' | ' | 5.00% | ' | ' | ' |
Compensation expense | ' | ' | $1.20 | $0.80 | ' | $0.50 | $0.30 | ' | ' | ' | $0.40 | $1.70 | $0.50 | $1.20 | $0.40 | $1.10 | ' | $0.40 | $0.50 | ' |
Modification description | 'The form of performance-vested restricted stock unit award agreement includes a provision whereby the Committee could provide for continuation of vesting of restricted stock units upon an employee’s termination under certain circumstances such as a qualified retirement. This definition of qualified retirement is age 55 and with 15 years of experience at the company and a minimum of one year of service in the performance period. | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Closing stock price on date of grant | ' | ' | $106 | ' | $54.59 | ' | ' | ' | $63.94 | $63.73 | $81.73 | $91.43 | ' | $53.93 | ' | ' | ' | ' | ' | ' |
Discontinued operations - compensation expense | $0.20 | $0.10 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
ShareBased_Compensation_Detail1
Share-Based Compensation (Details 1) (USD $) | 3 Months Ended | ||
In Millions, except Share data, unless otherwise specified | Sep. 30, 2013 | Sep. 30, 2012 | Jun. 30, 2012 |
Stock Options Explanatory Disclosures [Line Items] | ' | ' | ' |
Options granted previously and assumed by a business acquirer | ' | ' | 377,614 |
Extend Health Vested Options [Member] | ' | ' | ' |
Stock Options Explanatory Disclosures [Line Items] | ' | ' | ' |
Options granted previously and assumed by a business acquirer | ' | ' | 199,620 |
Fair value of vested stock options acquired | ' | ' | $11.20 |
Extend Health Unvested Options [Member] | ' | ' | ' |
Stock Options Explanatory Disclosures [Line Items] | ' | ' | ' |
Options granted previously and assumed by a business acquirer | ' | ' | 177,994 |
Compensation expense | 0.5 | 2.3 | ' |
Forfeiture rate | ' | ' | 10.00% |
Fair value of unvested options assumed in the acquisition | ' | ' | $7.90 |
Income_Taxes_Details
Income Taxes (Details) (USD $) | 3 Months Ended | |
Sep. 30, 2013 | Sep. 30, 2012 | |
Provision For Income Taxes [Abstract] | ' | ' |
Income Tax Expense (Benefit) | $14,808,000 | $28,269,000 |
Effective Tax Rate [Abstract] | ' | ' |
Effective Income Tax Rate, Continuing Operations | 14.70% | 35.60% |
Uncertain tax positions tax rate impact | -16.70% | ' |
Change in tax rate - tax rate impact | -3.60% | ' |
Income Tax Uncertainties [Abstract] | ' | ' |
Release of uncertain tax positions due to expiration of statute of limitations | 21,700,000 | ' |
Significant Change in Unrecognized Tax Benefits is Reasonably Possible [Line Items] | ' | ' |
Significant Change in Unrecognized Tax Benefits is Reasonably Possible, Estimated Range of Change, Lower Bound | 1,300,000 | ' |
Significant Change in Unrecognized Tax Benefits is Reasonably Possible, Estimated Range of Change, Upper Bound | $11,300,000 | ' |
Segment_Information_Details
Segment Information (Details) (USD $) | 3 Months Ended | |
Sep. 30, 2013 | Sep. 30, 2012 | |
Segment Reporting Information [Line Items] | ' | ' |
Revenue (net of reimbursable expenses) | $787,771,000 | $760,781,000 |
Net operating income | 210,545,000 | 179,136,000 |
Benefits [Member] | ' | ' |
Segment Reporting Information [Line Items] | ' | ' |
Revenue (net of reimbursable expenses) | 457,029,000 | 457,128,000 |
Net operating income | 137,538,000 | 135,854,000 |
Risk And Financial Services [Member] | ' | ' |
Segment Reporting Information [Line Items] | ' | ' |
Revenue (net of reimbursable expenses) | 141,783,000 | 149,500,000 |
Net operating income | 22,487,000 | 23,256,000 |
Talent And Rewards [Member] | ' | ' |
Segment Reporting Information [Line Items] | ' | ' |
Revenue (net of reimbursable expenses) | 153,569,000 | 140,235,000 |
Net operating income | 44,064,000 | 25,791,000 |
Exchange Solutions [Member] | ' | ' |
Segment Reporting Information [Line Items] | ' | ' |
Revenue (net of reimbursable expenses) | 35,390,000 | 13,918,000 |
Net operating income | $6,456,000 | ($5,765,000) |
Segment_Information_Details_1
Segment Information (Details 1) (USD $) | 3 Months Ended | |
Sep. 30, 2013 | Sep. 30, 2012 | |
Revenue: | ' | ' |
Total segment revenue | $787,771,000 | $760,781,000 |
Reimbursable expenses and other | 22,168,000 | 32,454,000 |
Revenue | 809,939,000 | 793,235,000 |
Net operating income: | ' | ' |
Total segment net operating income | 210,545,000 | 179,136,000 |
Differences in allocation methods | 9,986,000 | 14,875,000 |
Amortization of intangibles | -18,892,000 | -19,095,000 |
Transaction and integration expenses | ' | -9,273,000 |
Stock-based compensation | -3,563,000 | -7,624,000 |
Discretionary compensation | -76,122,000 | -72,580,000 |
Payroll tax on discretionary compensation | -4,568,000 | -4,306,000 |
Other, net | -14,965,000 | -1,859,000 |
Income from operations | $102,421,000 | $79,274,000 |
Earnings_Per_Share_Details
Earnings Per Share (Details) (USD $) | 3 Months Ended | |
Sep. 30, 2013 | Sep. 30, 2012 | |
Basic EPS | ' | ' |
Income from continuing operations | $85,744,000 | $51,040,000 |
Less: Loss attributable to non-controlling interests | -26,000 | -941,000 |
Income from continuing operations attributable to controlling interests | 85,770,000 | 51,981,000 |
Less: Income allocated to participating securities | ' | -1,228,000 |
Income from continuing operations available to common stockholders | $85,770,000 | $50,753,000 |
Shares | 70,801,000 | 69,805,000 |
Per share amount | $1.21 | $0.73 |
Diluted EPS | ' | ' |
Share-based compensation awards, shares | 245,000 | 499,000 |
Shares | 71,046,000 | 70,304,000 |
Per share amount | $1.21 | $0.72 |
Subsequent_Events_Details
Subsequent Events (Details) (Brokerage Business [Member], USD $) | 3 Months Ended |
In Millions, unless otherwise specified | Sep. 30, 2013 |
Brokerage Business [Member] | ' |
Subsequent Events | ' |
Date of event | 6-Nov-13 |
Description of event | 'On November 6, 2013, Towers Watson completed the sale of our Brokerage business to Jardine Lloyd Thompson Group plc for cash consideration of $250 million. The transaction will be recorded in our second quarter. |
Expected proceeds | $250 |