400

397

^[4]

402

Dividends

(178)

(168)

(10)

(5)

^[4]

109

112

(3)

Other comprehensive income/(loss)

^[4]

(4)

105

Issue of shares under employee stock compensation plans and related tax benefits (in shares)

^[1]

1,135

Issue of shares under employee stock compensation plans (related tax benefit of $4)

100

^[2]

100

Share-based compensation

^[2]

Additional noncontrolling interests

(3)

Foreign currency translation

^[2]

Equity, ending balance (in shares) at Sep. 30, 2015

^[1]

67,949

Equity, ending balance at Sep. 30, 2015

2,486

1,673

^[2]

1,677

(3)

(954)

2,393

Temporary equity, ending balance at Sep. 30, 2015

^[4]

Equity, beginning balance (in shares) at Dec. 31, 2015

^[1]

68,625

Equity, beginning balance at Dec. 31, 2015

2,360

1,672

^[2]

1,597

(3)

(1,037)

2,229

131

Temporary equity, beginning balance at Dec. 31, 2015

^[4]

Increase (Decrease) in Stockholders' Equity [Roll Forward]

Shares repurchased (in shares)

(1,791)

Shares repurchased

(222)

284

278

^[4]

290

Dividends

(206)

(198)

(8)

(4)

^[4]

(192)

(184)

(8)

Other comprehensive income/(loss)

^[4]

(2)

(194)

Issue of shares under employee stock compensation plans and related tax benefits (in shares)

^[1]

873

Issue of shares under employee stock compensation plans (related tax benefit of $4)

^[2]

Issue of shares for acquisitions (in shares)

^[1]

69,500

Issue of shares for acquisitions

8,686

^[2]

8,686

Replacement share-based compensation awards issued on acquisition

^[2]

Share-based compensation

^[2]

Additional noncontrolling interests

^[2]

Foreign currency translation

(2)

^[2]

(2)

Equity, ending balance (in shares) at Sep. 30, 2016

^[1]

137,207

Equity, ending balance at Sep. 30, 2016

$ 10,901

$ 10,536

^[2]

$ 1,455

$ (3)

$ (1,221)

$ 10,767

$ 134

Temporary equity, ending balance at Sep. 30, 2016

^[4]

$ 53

[1]	The nominal value of the ordinary shares and the number of ordinary shares issued in the nine months ended September 30, 2015 have been retrospectively adjusted to reflect the reverse stock split on January 4, 2016. See Note 3 — Merger and Acquisitions for further details
[2]	Additional paid-in capital (‘APIC’)
[3]	Additional other comprehensive loss, net of tax (‘AOCL’)
[4]	In accordance with the requirements of Accounting Standards Codification 480-10-S99-3A, we have determined that the noncontrolling interest in Max Matthiessen Holding AB should be disclosed as a redeemable noncontrolling interest and presented within mezzanine or temporary equity.

Condensed Consolidated Statements of Changes in Equity Condensed Consolidated Statements of Changes in Equity (Parenthetical) - USD ($) $ in Millions	9 Months Ended
	Sep. 30, 2016	Sep. 30, 2015
Additional Paid-in Capital [Member]
Adjustments to Additional Paid in Capital, Income Tax Benefit from Share-based Compensation	$ 1	$ 4

Nature of Operations	9 Months Ended
Nature of Operations	Sep. 30, 2016
Organization, Consolidation and Presentation of Financial Statements [Abstract]
Nature of Operations	Nature of Operations Willis Towers Watson is a global advisory, broking and solutions company that helps clients around the world turn risk into a path for growth. The Company provides both specialized risk management advisory, broking and consulting services on a global basis to clients engaged in specific industrial and commercial activities, and services to small, medium and large corporations through its retail operations. We design and deliver solutions that manage risk, optimize benefits, cultivate talent, and expand the power of capital to protect and strengthen institutions and individuals. We help organizations improve performance through effective people, risk and financial management by focusing on providing human capital and financial consulting services. In our capacity as an advisor and insurance and reinsurance broker, the Company acts as an intermediary between clients and insurance carriers by advising clients on risk management requirements, helping clients determine the best means of managing risk, and negotiating and placing insurance risk with insurance carriers through the Company’s global distribution network. In our capacity as a consultant, technology and solutions provider and private exchange company, we help our clients enhance business performance by improving their ability to attract, retain and motivate qualified employees. We focus on delivering consulting services that help organizations anticipate, identify and capitalize on emerging opportunities in human capital management as well as investment advice to help our clients develop disciplined and efficient strategies to meet their investment goals. We operate the largest private Medicare exchange in the United States. Through this exchange, we help our clients move to a more sustainable economic model by capping and controlling the costs associated with retiree healthcare benefits. We believe our broad perspective allows us to see the critical intersections between talent, assets and ideas - the dynamic formula that drives business performance. See Note 3 — Merger and Acquisitions for information related to our Merger with Towers Watson.

Basis of Presentation and Significant Accounting Policies

9 Months Ended

Sep. 30, 2016

Accounting Policies [Abstract]

Basis of Presentation and Significant Accounting Policies

Basis of Presentation

The accompanying unaudited quarterly condensed consolidated financial statements of Willis Towers Watson and our subsidiaries are presented in accordance with the rules and regulations of the Securities and Exchange Commission (‘SEC’) for quarterly reports on Form 10-Q and therefore do not include all of the information and notes required by U.S. generally accepted accounting principles (‘GAAP’). We have reclassified certain prior period amounts to conform to current period presentation. 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 Willis Towers Watson audited consolidated financial statements and notes thereto attached as Exhibit 99.1 to the Form 8-K filed with the SEC on March 10, 2016, which may be accessed via EDGAR on the SEC’s web site at www.sec.gov.

The results of operations for the three and nine months ended September 30, 2016 are not necessarily indicative of the results that can be expected for the entire year. 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.

Significant Accounting Policies

The significant accounting policies listed below are an enhancement of the accounting policies disclosed in the Company’s audited consolidated financial statements attached as Exhibit 99.1 to the Form 8-K filed with the SEC on March 10, 2016. These policies and estimates have been added or amended due to the Merger.

Accounts Receivable — Accounts receivable includes both billed and unbilled receivables and is stated at estimated net realizable values. Allowances for billed receivables are recorded, when necessary, in an amount considered by management to be sufficient to meet probable future losses related to uncollectible accounts. Accrued and unbilled receivables are stated at net realizable value which includes an allowance for accrued and unbillable amounts.

Revenue Recognition — Revenue includes insurance commissions, fees in lieu of commission, fees for consulting services rendered, hosted and delivered software, survey sales, investment income and other income.

Revenue recognized in excess of billings is recorded as unbilled accounts receivable. Cash collections in excess of revenue recognized are recorded as deferred revenue until the revenue recognition criteria are met. Client reimbursable expenses, including those relating to travel, other out-of-pocket expenses and any third-party costs, are included in revenue, and an equivalent amount of reimbursable expenses is included in other operating expenses.

Commissions and fees

Commissions revenue. Brokerage income and fees negotiated in lieu of brokerage are recognized at the later of the policy inception date or when the policy placement is complete. In situations in which our fees are not fixed and determinable due to the uncertainty of the commission fee per policy, we recognize revenue as the fees are determined. Commissions on additional premiums and adjustments are recognized when approved by or agreed between the parties and collectability is reasonably assured.

Consulting revenue. The majority of our consulting revenue consists of fees earned from providing consulting services. We recognize revenue from these consulting engagements when hours are worked, either on a time-and-expense basis or on a fixed-fee basis, depending on the terms and conditions defined at the inception of an engagement with a client. We have engagement letters with our clients that specify the terms and conditions upon which the engagements are based. These terms and conditions can only be changed upon agreement by both parties. Individual billing rates are principally based on a multiple of salary and compensation costs.

Revenue for fixed-fee arrangements is based upon the proportional performance method to the extent estimates can be made of the remaining work required under the arrangement. If we do not have sufficient information to estimate proportional performance, we recognize the fees straight-line over the contract period. We typically have four types of fixed-fee arrangements: annual recurring projects, projects of a short duration, stand-ready obligations and non-recurring system projects:


•	Annual recurring projects and projects of short duration. These projects are typically straightforward and highly predictable in nature. As a result, the project manager and financial staff are able to identify, as the project status is reviewed and bills are prepared monthly, the occasions when cost overruns could lead to the recording of a loss accrual.


•	Stand-ready obligations. Where we are entitled to fees (whether fixed or variable based on assets under management or a per-participant per-month basis) regardless of the hours, we generally recognize this revenue on either a straight-line basis or as the variable fees are calculated.


•	Non-recurring system projects. These projects are longer in duration and subject to more changes in scope as the project progresses. Certain software or outsourced administration contracts generally provide that, if the client terminates a contract, we are entitled to payment for services performed through termination.

Revenue recognition for fixed-fee engagements is affected by a number of factors that change the estimated amount of work required to complete the project such as changes in scope, the staffing on the engagement and/or the level of client participation. The periodic engagement evaluations require us to make judgments and estimates regarding the overall profitability and stage of project completion that, in turn, affect how we recognize revenue. We recognize a loss on an engagement when estimated revenue to be received for that engagement is less than the total estimated costs associated with the engagement. Losses are recognized in the period in which the loss becomes probable and the amount of the loss is reasonably estimable. We have experienced certain costs in excess of estimates from time to time.

Hosted software. We have developed various software programs and technologies that we provide to clients in connection with consulting services. In most instances, such software is hosted and maintained by us and ownership of the technology and rights to the related code remain with us. We defer costs for software developed to be utilized in providing services to a client, but for which the client does not have the contractual right to take possession, during the implementation stage. We recognize these deferred costs from the go live date, signaling the end of the implementation stage, until the end of the initial term of the contract with the client. We determined that the system implementation and customized ongoing administrative services are one combined service. Revenue is recognized over the service period, after the go live date, in proportion to the services performed. As a result, we do not recognize revenue during the implementation phase of an engagement.

Delivered software. We deliver software under arrangements with clients that take possession of our software. The maintenance associated with the initial software fees is a fixed percentage which enables us to determine the stand-alone value of the delivered software separate from the maintenance. We recognize the initial software fees as software is delivered to the client and we recognize the maintenance ratably over the contract period based on each element’s relative fair value. For software arrangements in which initial fees are received in connection with mandatory maintenance for the initial software license to remain active, we determined that the initial maintenance period is substantive. Therefore, we recognize the fees for the initial license and maintenance bundle ratably over the initial contract term, which is generally one year. Each subsequent renewal fee is recognized ratably over the contractually stated renewal period.

Surveys. We collect, analyze and compile data in the form of surveys for our clients who have the option of participating in the survey. The surveys are published online via a web tool that provides simplistic functionality. We have determined that the web tool is inconsequential to the overall arrangement. We record the survey revenue when the results are delivered online and made available to our clients that have a contractual right to the data. If the data is updated more frequently than annually, we recognize the survey revenue ratably over the contractually stated period.

Interest and other income

Investment income. Investment income is recognized as earned.

Other Income. Other income comprises gains on disposal of intangible assets, which primarily arise from settlements through enforcing non-compete agreements in the event of losing accounts through producer defection or the disposal of books of business.

Recent Accounting Pronouncements

Not yet adopted

In May 2014, the Financial Accounting Standards Board (‘FASB’) issued Accounting Standard Update (‘ASU’) No. 2014-09 ‘Revenue From Contracts With Customers’. The new standard supersedes most current revenue recognition guidance and eliminates industry-specific guidance. The ASU is based on the principle that an entity should recognize revenue to depict the transfer of goods or services to customers in an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods or services. The ASU also requires additional disclosure about the nature, amount, timing and uncertainty of revenue and cash flows arising from customer contracts, including significant judgments and changes in judgments and assets recognized from costs incurred to fulfill a contract. Entities have the option of using either a full retrospective or a modified retrospective approach for the adoption of the new standard. Additional ASUs have since been issued, all of which provide additional guidance and examples for the implementation of ASU No. 2014-09. The guidance is effective for the Company at the beginning of its 2018 fiscal year, with early adoption permitted.

While we are still in the process of analyzing our various revenue streams to determine the full impact this standard will have on our revenue recognition, cost deferral, systems and processes, the Company has determined the following:


•	The Company will adopt the standard using the modified retrospective approach on January 1, 2018.

•

We expect certain revenue streams to have accelerated revenue recognition timing. In particular, the revenue recognition for our Retiree Medicare Exchange is expected to move from monthly ratable recognition over the policy period to the recognition, upon placement of the policy during the Company’s fourth quarter of the preceding calendar year, of one year of expected commissions. Therefore, upon adoption, we will reflect an adjustment to retained earnings for the revenue that would otherwise have been recognized during our 2018 calendar year since our earnings process will have been completed during the fourth quarter of 2017.

•

We expect our accounting for deferred costs will change. First, for those portions of the business that currently defer costs (related to system implementation activities), the length of time over which we amortize those costs is expected to extend to a longer estimated contract term. Currently these costs are amortized over a typical period of 3-5 years in accordance with the initial stated terms of the customer agreement. Second, we believe there may be other types of arrangements with associated costs that do not meet the rules for cost deferral under current U.S. GAAP but do meet the rules under the new standard. We are still evaluating the types of arrangements that might now have cost deferral impacts.

The Company continues to update our assessment of the impact of the standard and related updates to the consolidated financial statements, and will note material impacts when known.

In January 2016, the FASB issued ASU No. 2016-01 ‘Recognition and Measurement of Financial Assets and Financial Liabilities’, which, among other things, amends the classification and measurement requirements for investments in equity securities and amends the presentation requirements for certain fair value changes for certain financial liabilities measured at fair value. The ASU becomes effective for the Company at the beginning of the 2018 fiscal year; only partial early adoption is permitted. The Company is required to apply a cumulative-effect adjustment to the balance sheet as of the beginning of the fiscal year of adoption. The Company is currently assessing the impact that this standard will have on its consolidated financial statements.

In February 2016, the FASB issued ASU No. 2016-02 ‘Leases’, which requires a lessee to recognize in the statement of financial position a liability to make lease payments (the lease liability) and a right-of-use asset representing its right to use the underlying asset for the lease term. The ASU becomes effective for the Company at the beginning of the 2019 fiscal year; early adoption is permitted. In transition, the Company is required to recognize and measure leases at the beginning of the earliest period presented using a modified retrospective approach, which includes a number of optional practical expedients. The Company is currently assessing the impact that this standard will have on its consolidated financial statements.

In March 2016, the FASB issued ASU No. 2016-07 ‘Investments - Equity Method and Joint Venture’, which simplifies the accounting for equity method investments. The amendments in the ASU eliminate the requirement that an entity retroactively adopt the equity method of accounting if an investment qualifies for use of the equity method as a result of an increase in the level of ownership or degree of influence. The amendments require that the equity method investor add the cost of acquiring the additional interest in the investee to the current basis of the investor’s previously held interest and adopt the equity method of accounting as of the date the investment becomes qualified for equity method accounting. The ASU becomes effective for the Company at the beginning of the 2017 fiscal year; early adoption is permitted. The ASU is to be applied prospectively. The Company is currently assessing the impact that this standard will have on its consolidated financial statements.

In March 2016, the FASB issued ASU No. 2016-09 ‘Compensation - Stock Compensation’, which simplifies several aspects of the accounting for share-based payment transactions, including the income tax consequences, classification of awards as either equity or liabilities, and classification on the statement of cash flows. The ASU becomes effective for the Company at the beginning of the 2017 fiscal year; early adoption is permitted. Certain applications of the ASU are to be applied prospectively or retrospectively with a cumulative-effect adjustment to the balance sheet as of the beginning of the fiscal year of adoption. The Company is currently assessing the impact that this standard will have on its consolidated financial statements.

In June 2016, the FASB issued ASU 2016-13 ‘Financial Instruments - Credit Losses’, which amends guidance on reporting credit losses for assets held at amortized cost and available-for-sale debt securities. For assets held at amortized cost basis, the ASU eliminates the probable initial recognition threshold in current GAAP, and instead, requires an entity to reflect its current estimate of all expected credit losses. It broadens the information that an entity must consider beyond past events and current conditions, but allows reversion to historical loss information that is reflective of the contractual term for periods that are beyond the time frame for which the entity is able to develop reasonable and supportable forecasts. The allowance for credit losses is a valuation account that is deducted from the amortized cost basis of the financial assets to present the net amount expected to be collected. For available-for-sale debt securities, credit losses should be measured in a manner similar to the current GAAP requirement that credit losses be presented as an allowance rather than as a write-down. The ASU becomes effective for the Company at the beginning of 2020; earliest adoption is the beginning of 2019. The effects of the ASU are to be applied through a cumulative-effect adjustment to retained earnings as of the beginning of the first reporting period in which the guidance is effective (that is, a modified-retrospective approach). The Company is currently assessing the impact that this standard will have on its consolidated financial statements.

In August 2016, the FASB issued ASU 2016-15 ‘Statement of Cash Flows - Classification of Certain Cash Receipts and Cash Payments’, which amends guidance on presentation and classification of eight specific cash flow issues with the objective of reducing diversity in practice. The ASU becomes effective for the Company at the beginning of 2018. Early adoption is permitted and any adjustments should be reflected as of the beginning of the fiscal year that includes that interim period. An entity that elects early adoption must adopt all of the amendments in the same period. The Company is currently assessing the impact that this standard will have on its consolidated financial statements.

Adopted

In June 2014, the FASB issued ASU No. 2014-12 ‘Stock Compensation’, which sets out the guidance where share-based payment awards granted to employees required specific performance targets to be achieved in order for employees to become eligible to vest in the awards and such performance targets could be achieved after an employee completes the requisite service period. The amendment in this update requires a performance target that affects vesting and that could be achieved after the requisite service period to be treated as a performance condition. The Company adopted this standard on January 1, 2016. The adoption has no material impact on the Company’s consolidated financial statements.

In September 2015, the FASB issued ASU No. 2015-16 ‘Simplifying the Accounting for Measurement-Period Adjustments’ in relation to business combinations, which requires that an acquirer recognize adjustments to provisional amounts that are identified in the measurement period in the reporting period in which the adjustment amounts are determined. The Company adopted this standard on January 1, 2016. Adjustments made to provisional amounts related to business combinations are reflected in the condensed consolidated financial statements and disclosed in Note 3 — Merger and Acquisitions and Note 7 — Goodwill and Intangible Assets to these condensed consolidated financial statements.

Merger and Acquisitions

9 Months Ended

Sep. 30, 2016

Business Combinations [Abstract]

Merger, Acquisitions and Divestitures

Merger and Acquisitions

Merger

On January 4, 2016, pursuant to the Agreement and Plan of Merger, dated June 29, 2015, as amended on November 19, 2015, between Willis, Towers Watson, and Citadel Merger Sub, Inc., a wholly-owned subsidiary of Willis formed for the purpose of facilitating this transaction (‘Merger Sub’), Merger Sub merged with and into Towers Watson, with Towers Watson continuing as the surviving corporation and a wholly-owned subsidiary of Willis.

Towers Watson was a leading global professional services firm operating throughout the world, dating back more than 100 years. The Merger allows the combined firm to go to market with complementary strategic product and services offerings.

At the effective time of the Merger (the ‘Effective Time’), each issued and outstanding share of Towers Watson common stock (the ‘Towers Watson shares’), was converted into the right to receive 2.6490 validly issued, fully paid and nonassessable ordinary shares of Willis (the ‘Willis ordinary shares’), $0.000115 nominal value per share, other than any Towers Watson shares owned by Towers Watson, Willis or Merger Sub at the Effective Time and the Towers Watson shares held by stockholders who are entitled to and who properly exercised dissenter’s rights under Delaware law.

Immediately following the Merger, Willis effected (i) a consolidation (i.e., a reverse stock split under Irish law) of Willis ordinary shares whereby every 2.6490 Willis ordinary shares were consolidated into one Willis ordinary share $0.000304635 nominal value per share and (ii) an amendment to its Constitution and other organizational documents to change its name from Willis Group Holdings Public Limited Company to Willis Towers Watson Public Limited Company.

On December 29, 2015, the third business day immediately prior to the closing date of the Merger, Towers Watson declared and paid the Towers Watson pre-merger special dividend, in an amount of $10.00 per share of Towers Watson common stock, approximately $694 million in the aggregate based on approximately 69 million Towers Watson shares issued and outstanding at December 29, 2015.

On December 30, 2015, all Towers Watson treasury stock was canceled.

The Merger was accounted for using the acquisition method of accounting with Willis considered the accounting acquirer of Towers Watson.

The table below presents the preliminary calculation of aggregate Merger Consideration.



	January 4, 2016
Number of shares of Towers Watson common stock outstanding as of January 4, 2016	69 million
Exchange ratio	2.6490
Number of Willis Group Holdings shares issued (prior to reverse stock split)	184 million
Willis Group Holdings price per share on January 4, 2016	$	47.18
Fair value of 184 million Willis ordinary shares	$	8,686
Value of equity awards assumed ⁽ⁱ⁾	37
Preliminary estimated aggregate Merger Consideration	$	8,723

______________________________


(i)	See the section below titled “Acquired Share-Based Compensation Plans” for a description of these awards and their impact on Merger Consideration.

A summary of the preliminary fair values of the identifiable assets acquired, and liabilities assumed, of Towers Watson at January 4, 2016 are summarized in the following table.



	January 4, 2016
Cash and cash equivalents	$	476
Accounts receivable, net	825
Other current assets	95
Fixed assets, net	204
Goodwill	6,753
Other intangible assets	3,991
Pension benefits assets	67
Other non-current assets	83
Deferred tax liabilities	(1,123		)
Liability for pension benefits	(914		)
Other current liabilities ⁽ⁱ⁾	(702		)
Other non-current liabilities ⁽ⁱⁱ⁾	(276		)
Long term debt, including current portion ⁽ⁱⁱⁱ⁾	(740		)
Net assets acquired	8,739
Noncontrolling interests acquired	(16		)
Allocated Aggregate Merger Consideration	$	8,723

______________________________


(i)	Includes $347 million in accounts payable, accrued liabilities and deferred revenue, $351 million in employee-related liabilities and $4 million in other current liabilities.


(ii)	Includes acquired contingent liabilities of $242 million. See Note 12 — Commitments and Contingencies for a discussion of our material acquired contingencies related to Legacy Towers Watson.

(iii)

Represents both debt due upon change of control of $400 million, borrowed to repay both Towers Watson’s term loan ($188 million) and revolving credit facility ($212 million), and an additional draw down in December 2015 under a new term loan of $340 million. The $400 million debt was repaid by Willis borrowings under the 1-year term loan facility on January 4, 2016. The $340 million new term loan (noted above) partially funded the $694 million Towers Watson pre-merger special dividend.

During the nine months ended September 30, 2016, the preliminary assessment outlined above was updated to reflect changes in the initial estimates of the fair value of assets and liabilities acquired, including the following material changes: a decrease to intangible assets of $120 million, a decrease to deferred tax liabilities of $51 million, and a decrease to the liability for pension benefits of $27 million. Goodwill increased by $51 million for the residual amount of the changes. The cumulative impact to amortization expense for the three months ended September 30, 2016 was an increase of $9 million as a result of the adjusted intangible asset values.

Goodwill is calculated as the difference between the aggregate merger consideration and the acquisition date fair value of the net assets acquired, and represents the value of the Legacy Towers Watson assembled workforce and the future economic benefits that we expect to achieve as a result of the Merger. None of the goodwill recognized on the transaction is tax deductible.

The acquired intangible assets are attributable to the following categories:



	Valuation Methodology	Amortization basis	Fair Value		Weighted Average Useful Life
Customer relationships	Multiple period excess earnings	In line with underlying cash flows	$	2,221	15.0
Software - income approach	Multiple period excess earnings	In line with underlying cash flows or straight line basis	567		6.4
Software - cost approach	Cost of reproduction	Straight line basis	108		4.9
Product	Multiple period excess earnings	In line with underlying cash flows	42		20.5
IPR&D ⁽ⁱ⁾	Multiple period excess earnings or cost of reproduction	n/a	39		n/a
Trade name	Relief from royalty	Straight line basis	1,003		25.0
Favorable lease agreements	Market approach	Straight line basis	11		6.5
			$	3,991

______________________________


(i)	Represents software not yet placed in service as of the acquisition date. Once placed into service, each in process research and development (‘IPR&D’) software component will be reclassified into finite-lived software intangible assets and amortized in line with the underlying cash flows or straight line basis.

The Company continues to review the net assets acquired and the inputs and assumptions used to value certain acquired assets and assumed liabilities, and therefore our accounting for the Merger remains preliminary.

The following pro forma financial information is unaudited and is intended to reflect the impact of the Merger on Willis Towers Watson’s condensed consolidated financial statements as if the Merger had taken place on January 1, 2015 and presents the results of operations of Willis Towers Watson based on the historical financial statements of Willis and Towers Watson after giving effect to the Merger and pro forma adjustments. Pro forma adjustments are included only to the extent they are (i) directly attributable to the Merger, (ii) factually supportable and (iii) with respect to the consolidated statement of operations, expected to have a continuing impact on the combined results. The accompanying unaudited pro forma financial information is presented for illustrative purposes only and has not been adjusted to give effect to certain expected financial benefits of the Merger, such as revenue synergies, tax savings and cost synergies, or the anticipated costs to achieve these benefits, including the cost of integration activities. The unaudited pro forma results are not indicative of what would have occurred had the Merger taken place on the indicated date.



	Three Months Ended September 30,					Nine Months Ended September 30,
	As reported			Pro Forma		As reported		Pro Forma
	2016			2015		2016		2015
Total revenues	$	1,777		$	1,749	$	5,960	$	5,569
Net (loss)/income attributable to Willis Towers Watson	$	(32	)	$	209	$	278	$	568
Diluted (loss)/earnings per share	$	(0.23	)	$	1.51	$	2.00	$	4.12

The above pro forma financial information for the three and nine months ended September 30, 2015 does not reflect the impact of the Gras Savoye acquisition, had the Gras Savoye transaction, in addition to the Merger, taken place on January 1, 2015, as the effects of the Gras Savoye acquisition on Willis Towers Watson’s condensed consolidated financial statements were not material.

Revenue attributable to Towers Watson for the three and nine months ended September 30, 2016 was $909 million and $2.7 billion, respectively. Income from operations attributable to Towers Watson for the three and nine months ended September 30, 2016 was $46 million and $108 million, respectively.

Acquired Share-Based Compensation Plans

In connection with our Merger with Towers Watson on January 4, 2016, we assumed certain stock options and restricted share units (‘RSU’) issued under the Towers Watson & Co. 2009 Long Term Incentive Plan (‘LTIP’), the Liazon Corporation 2011 Equity Incentive Plan, and the Extend Health, Inc. 2007 Equity Incentive Plan.

Stock Options. The outstanding unvested employee stock options were converted into 592,486 Willis Towers Watson stock options using the conversion ratios stated in the agreement for the number of options. The fair value of the 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 Willis Towers Watson’s closing share price on the date of acquisition. We determined the fair value of the portion of the outstanding options related to pre-acquisition employee service using Willis Towers Watson straight-line expense methodology from the date of grant to the acquisition date to be $7 million, which was added to the transaction consideration. The fair value of the remaining portion of options related to the post-acquisition employee services was $13 million, and will be recorded over the future vesting periods.

Restricted Share Units. The outstanding unvested restricted share units were converted into 597,307 Willis Towers Watson restricted share units using the conversion ratios stated in the agreement. The fair value of these restricted share units was calculated using the fair value share price of Willis Towers Watson’s closing share price on the date of acquisition. We determined the fair value of the portion of the outstanding RSUs related to pre-acquisition employee service using Willis Towers Watson straight-line expense methodology from the date of grant to the acquisition date to be $30 million which was added to the transaction consideration. The fair value of the remaining portion of RSUs related to the post-acquisition employee services was $32 million, and will be recorded over the future vesting periods.

Gras Savoye Acquisition

On December 29, 2015, Legacy Willis completed the transaction to acquire substantially all of the remaining 70% of the outstanding share capital of Gras Savoye, the leading insurance broker in France, for total consideration of €544 million ($592 million) of which $582 million in cash was paid at closing. Additionally, the previously held equity interest in Gras Savoye was remeasured to a fair value of €221 million ($241 million) giving a total fair value on a 100% basis of €765 million ($833 million).

The union combines the Company’s global insurance broking footprint with Gras Savoye’s particularly strong presence in France, Central and Eastern Europe, and across Africa. Gras Savoye’s expertise in high-growth markets and industry sectors complements the Company’s global strengths, creating value for clients.

The Company funded the cash consideration with a 1-year term loan. The term loan was repaid in its entirety on May 26, 2016, from the proceeds from the issuance of new senior notes discussed in Note 9 — Debt to these condensed consolidated financial statements.

Deferred consideration is payable on the first and second anniversary of the acquisition. The discounted fair value of the deferred consideration is $10 million. None of the goodwill recognized on the transaction is tax deductible.

The following table presents the Company’s preliminary allocation of the purchase price to the assets acquired and liabilities assumed based on their fair values:



	December 29, 2015
Cash and cash equivalents	$	87
Fiduciary assets	625
Accounts receivable, net	89
Goodwill	583
Intangible assets	440
Other assets	55
Fiduciary liabilities	(625		)
Deferred revenue and accrued expenses	(80		)
Short and long-term debt	(80		)
Net deferred tax liabilities	(86		)
Other liabilities	(178		)
Net assets acquired	830
Decrease in paid in capital for purchase of noncontrolling interest	43
Noncontrolling interest acquired	(40		)
Preliminary purchase price allocation	$	833

The purchase price allocation as of the date of acquisition was based on a preliminary valuation and is subject to revision within the purchase price allocation period as more detailed analysis is completed and additional information about the value of assets acquired and liabilities assumed becomes available. During the quarter ended September 30, 2016, the preliminary assessment outlined above was updated to reflect changes in the initial estimates of the fair value of assets and liabilities acquired, including the following material changes: the fair value of the equity acquired in noncontrolling interest was reassessed and reduced by $7 million with a corresponding increase to goodwill of $7 million. There were no further material revisions to the purchase price allocation during the quarter, and the purchase price allocation remains preliminary.

The acquired intangible assets are attributable to the following categories:



	Valuation methodology	Amortization basis	Fair Value		Weighted Average Useful Life
Customer relationships	Multiple period excess earnings	In line with underlying cash flows	$	339	20
Software and other intangibles	Cost of reproduction	Straight line basis	66		5
Trade name	Relief from royalty	Straight line basis	35		14
			$	440

Miller Insurance Services LLP Acquisition

On May 31, 2015, Legacy Willis completed the transaction to acquire an 85 percent interest in Miller, a leading London wholesale specialist insurance broking firm, for total consideration of $401 million including cash consideration of $232 million.

Deferred consideration is payable at the first, second and third anniversaries of the acquisition. Contingent consideration is payable at the third anniversary of the acquisition and is contingent on meeting certain earnings before interest, taxes, depreciation and amortization (‘EBITDA’) performance targets. The discounted fair value of the deferred and contingent consideration at acquisition, based on best estimates, was $124 million and $29 million, respectively.

The purchase price allocation as of the date of acquisition was based on a valuation of the assets acquired, liabilities assumed, and contingent consideration associated with the acquisition. The purchase price allocation was finalized during the second quarter of 2016.

Segment Information

9 Months Ended

Sep. 30, 2016

Segment Reporting [Abstract]

Segment Information

During the second quarter of 2016, we began managing our business across four integrated reportable operating segments. As a result, the Company has changed the way it manages and reports segment revenue and operating income, resulting in a change in the Company’s reportable segments from eight reportable segments, formerly known as Willis International; Willis North America; Willis Capital, Wholesale & Reinsurance; Willis GB; Towers Watson Benefits; Towers Watson Exchange Solutions; Towers Watson Risk and Financial Services; and Towers Watson Talent and Rewards, into four reportable segments: Human Capital and Benefits; Corporate Risk and Broking; Investment, Risk and Reinsurance; and Exchange Solutions.

Descriptions of our new segments are as follows:

Human Capital and Benefits

The Human Capital & Benefits (‘HCB’) segment provides an array of advice, broking, solutions and software for our clients. HCB is the largest segment of the Company. The segment is focused on addressing our clients’ employee and risk needs so that they can deliver sustainable employee experiences. This segment also delivers full outsourcing solutions to employers outside of the United States.

Corporate Risk and Broking

The Corporate Risk and Broking (‘CRB’) segment provides a broad range of risk advice, insurance broking and consulting services to clients worldwide ranging from small businesses to multinational corporations. The segment delivers innovative, integrated global solutions tailored to client needs and underpinned by data and analytics. CRB operates as an integrated global team comprising both functional and geographic leadership. In these operations, we have extensive specialized experience handling diverse lines of coverage, including complex insurance programs. A key objective is to assist clients in reducing their overall cost of risk.

Investment, Risk and Reinsurance

The Investment, Risk and Reinsurance (‘IRR’) segment uses a sophisticated approach to risk which helps clients free up capital and manage investment complexity. The segment works closely with investors, reinsurers and insurers to manage the equation between risk and return. Blending advanced analytics with deep institutional knowledge, IRR identifies new opportunities to maximize performance. IRR provides investment consulting services and insurance-specific services and solutions through reserves opinions, software, ratemaking, usage-based insurance, risk underwriting, and reinsurance broking.

Exchange Solutions

The Exchange Solutions (‘ES’) segment provides primary medical and ancillary benefit exchange and outsourcing services to active employees and retirees across both the group and individual markets. ES services individual populations via its ‘group to individual’ technology platform, which tightly integrates patented call routing technology, an efficient quoting and enrollment engine, a custom-developed Customer Relationship Management system and comprehensive insurance carrier connectivity. This segment also delivers group benefit exchanges and full outsourcing solutions serving the active employees of employers across the United States. ES uses Software as a Service (‘SaaS’)-based technology and related services to deliver consumer-driven health care and reimbursement accounts, including health savings accounts, health reimbursement arrangements, flexible spending accounts and other consumer-directed accounts.

Under the new segment structure and for internal and segment reporting, Willis Towers Watson segment revenue includes commissions and fees, interest and other income. U.S. GAAP revenue includes amounts that were directly incurred on behalf of our clients and reimbursed by them (reimbursable expenses), which are removed from segment revenue. Segment operating income excludes certain costs, including (i) amortization of intangibles; (ii) restructuring costs; (iii) certain integration and transaction expenses; (iv) certain litigation provisions; and (v) to the extent that the actual expense based upon which allocations are made differs from the forecast/budget amount, a reconciling item created between internally allocated expenses and the actual expense that we report for U.S. GAAP purposes. Segment revenue and operating income both include revenue that was deferred by Towers Watson at the time of the Merger, and eliminated due to purchase accounting. The impact of the elimination from purchase accounting (which is the reduction to 2016 consolidated revenues and operating income) has been included in the reconciliation to our consolidated results in order to provide the actual revenues the segments would have recognized on an unadjusted basis.

The table below presents segment commissions and fees, segment interest and other income, segment revenues, and segment operating income for our reportable segments for the three months ended September 30, 2016 and 2015, respectively:



	Three months ended September 30,
	HCB				CRB				IRR				ES				Total
	2016		2015		2016		2015		2016		2015		2016		2015		2016		2015
Segment commissions and fees	$	747	$	139	$	546	$	519	$	292	$	183	$	161	$	—	$	1,746	$	841
Segment interest and other income	—		—		8		4		7		1		—		—		15		5
Segment revenues	$	747	$	139	$	554	$	523	$	299	$	184	$	161	$	—	$	1,761	$	846

Segment operating income	$	121	$	6	$	59	$	76	$	25	$	20	$	19	$	—	$	224	$	102

The table below presents segment commissions and fees, segment interest and other income, segment revenues, and segment operating income for our reportable segments for the nine months ended September 30, 2016 and 2015, respectively:



	Nine months ended September 30,
	HCB				CRB				IRR				ES				Total
	2016		2015		2016		2015		2016		2015		2016		2015		2016		2015
Segment commissions and fees	$	2,459	$	548	$	1,807	$	1,622	$	1,122	$	670	$	478	$	—	$	5,866	$	2,840
Segment interest and other income	8		—		21		13		55		2		1		—		85		15
Segment revenues	$	2,467	$	548	$	1,828	$	1,635	$	1,177	$	672	$	479	$	—	$	5,951	$	2,855

Segment operating income	$	531	$	153	$	298	$	268	$	302	$	218	$	88	$	—	$	1,219	$	639

The table below presents a reconciliation of the information reported by segment to the consolidated amounts reported for the three and nine months ended September 30, 2016 and 2015, respectively:



	Three Months Ended September 30,						Nine Months Ended September 30,
	2016			2015			2016			2015
Revenues:
Total segment revenues	$	1,761		$	846		$	5,951		$	2,855
Fair value adjustment for deferred revenue	—			—			(58		)	—
Reimbursable expenses and other	16			—			67			—
Total revenues	$	1,777		$	846		$	5,960		$	2,855

Total segment operating income	$	224		$	102		$	1,219		$	639
Differences in allocation methods ⁽ⁱ⁾	20			(13		)	25			(46		)
Fair value adjustment for deferred revenue	—			—			(58		)	—
Amortization	(157		)	(23		)	(443		)	(53		)
Restructuring costs	(49		)	(24		)	(115		)	(93		)
Integration and transaction expenses	(36		)	(14		)	(117		)	(20		)
Provision for the Stanford litigation	—			—			(50		)	—
Other, net	(1		)	(1		)	2			(2		)
Income from operations	1			27			463			425
Interest expense	45			35			138			103
Other expense/(income), net	14			(9		)	26			(26		)
(Loss)/income from continuing operations before income taxes and interest in earnings of associates	$	(58	)	$	1		$	299		$	348

________________________


	(i) Includes certain costs, primarily those related to corporate functions, leadership and projects, and certain differences between budgeted expenses determined at the beginning of the fiscal year and actual expenses that we report for GAAP purposes.

The Company does not currently provide asset information by reportable segment as it does not routinely evaluate the total asset position by segment.

The entire disclosure for reporting segments including data and tables. Reportable segments include those that meet any of the following quantitative thresholds a) it's reported revenue, including sales to external customers and intersegment sales or transfers is 10 percent or more of the combined revenue, internal and external, of all operating segments b) the absolute amount of its reported profit or loss is 10 percent or more of the greater, in absolute amount of 1) the combined reported profit of all operating segments that did not report a loss or 2) the combined reported loss of all operating segments that did report a loss c) its assets are 10 percent or more of the combined assets of all operating segments.

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Restructuring and Related Activities [Abstract]

Restructuring Costs

9 Months Ended

Sep. 30, 2016

Restructuring Costs

Operational Improvement Program - In April 2014, Legacy Willis announced a multi-year operational improvement program designed to strengthen our client service capabilities and to deliver future cost savings (‘OIP’). The main elements of the program, which is expected to be completed by the end of 2017, include the following:


•	movement of more than 3,500 support roles from higher cost locations to facilities in lower cost locations, bringing the ratio of employees in higher cost versus lower cost near-shore and off-shore centers at Legacy Willis from approximately 80:20 to approximately 60:40;


•	net workforce reductions in support positions;


•	lease consolidation in real estate and reductions in ratios of seats per employee and square footage of floor space per employee; and


•	information technology systems simplification and rationalization.

The Company recognized restructuring costs of $36 million and $98 million for the three and nine months ended September 30, 2016 and $24 million and $93 million for the three and nine months ended September 30, 2015, respectively, related to the OIP. The Company expects to incur an additional $180 million through the end of 2017 related to the OIP.

Business Restructure Program - In the second quarter of 2016, we began planning targeted staffing reductions in certain portions of the business due to a reduction in business demand or change in business focus (hereinafter referred to as the Business Restructure Program, the ‘BRP’). The main element of the program is expected to include workforce reductions, and is expected to be completed by the end of 2016. The Company recognized restructuring costs of $13 million and $17 million for the three and nine months ended September 30, 2016, respectively, and expects to incur an additional $23 million related to the BRP through the end of 2016.

An analysis of the total cost for restructuring recognized in the statement of operations for the three and nine months ended September 30, 2016 and 2015 by segment, is as follows:



	HCB		CRB		IRR		ES		Corporate		Total
Three months ended September 30, 2016
Termination benefits	$	12	$	3	$	—	$	—	$	1	$	16
Professional services and other ⁽ⁱⁱ⁾	—		23		1		—		9		33
Total	$	12	$	26	$	1	$	—	$	10	$	49

Three months ended September 30, 2015 ⁽ⁱ⁾
Termination benefits	$	—	$	—	$	1	$	—	$	3	$	4
Professional services and other ⁽ⁱⁱ⁾	—		8		—		—		12		20
Total	$	—	$	8	$	1	$	—	$	15	$	24

	HCB		CRB		IRR		ES		Corporate		Total
Nine months ended September 30, 2016
Termination benefits	$	14	$	11	$	3	$	—	$	2	$	30
Professional services and other ⁽ⁱⁱ⁾	—		60		2		—		23		85
Total	$	14	$	71	$	5	$	—	$	25	$	115

Nine months ended September 30, 2015 ⁽ⁱ⁾
Termination benefits	$	—	$	21	$	7	$	—	$	6	$	34
Professional services and other ⁽ⁱⁱ⁾	—		33		1		—		25		59
Total	$	—	$	54	$	8	$	—	$	31	$	93

__________________________________


(i)	The prior period comparatives have been retrospectively reclassified to take into account our segment reorganization. See Note 4 — Segment Information for further details.


(ii)	Other includes salary and benefits, premises, and other expenses incurred to support the ongoing management and facilitation of the program and its initiatives.

An analysis of the total cumulative restructuring costs recognized for the OIP from commencement to September 30, 2016 by segment is as follows:



	HCB		CRB		IRR		ES		Corporate		Total
2014 ⁽ⁱ⁾
Termination benefits	$	—	$	15	$	1	$	—	$	—	$	16
Professional services and other ⁽ⁱⁱ⁾	—		3		—		—		17		20

2015 ⁽ⁱ⁾
Termination benefits	$	2	$	24	$	7	$	—	$	3	$	36
Professional services and other ⁽ⁱⁱ⁾	1		57		2		—		30		90

2016
Termination benefits	$	1	$	11	$	1	$	—	$	—	$	13
Professional services and other ⁽ⁱⁱ⁾	—		60		2		—		23		85
Total
Termination benefits	$	3	$	50	$	9	$	—	$	3	$	65
Professional services and other ⁽ⁱⁱ⁾	1		120		4		—		70		195
Total	$	4	$	170	$	13	$	—	$	73	$	260

__________________________________


(i)	The prior period comparatives have been retrospectively reclassified to take into account our segment reorganization. See Note 4 — Segment Information for further details.


(ii)	Other includes salary and benefits, premises, and other expenses incurred to support the ongoing management and facilitation of the program and its initiatives.

At September 30, 2016, the Company’s liability under the OIP is as follows:



	Termination Benefits			Professional Services and Other			Total
Balance at January 1, 2014	$	—		$	—		$	—
Charges incurred	16			20			36
Cash payments	(11		)	(14		)	(25		)
Balance at December 31, 2014	5			6			11
Charges incurred	36			90			126
Cash payments	(26		)	(85		)	(111		)
Balance at December 31, 2015	15			11			26
Charges incurred	13			85			98
Cash payments	(20		)	(80		)	(100		)
Balance at September 30, 2016	$	8		$	16		$	24

Income Taxes	9 Months Ended
Income Taxes	Sep. 30, 2016
Income Tax Disclosure [Abstract]
Income Taxes	Income Taxes The Company had a tax benefit from income taxes for the three months ended September 30, 2016 of $26 million and a provision for income taxes for the nine months ended September 30, 2016 of $11 million, compared to a tax benefit of $112 million and $37 million for the three and nine months ended September 30, 2015, respectively. The effective tax rates were 45.9% and 3.5% for the three and nine months ended September 30, 2016, respectively. The effective tax rates for the three and nine months ended September 30, 2015 were not meaningful. These effective tax rates are calculated using extended values from our condensed consolidated statement of operations, and are therefore more precise tax rates than can be calculated from rounded values. The change in the (benefit from)/provision for income taxes for the three and nine months ended September 30, 2016 was primarily due to an income tax benefit from the partial release of a U.S. valuation allowance in the prior year and a current year income tax benefit resulting from the enacted statutory tax rate reduction in the U.K. In the prior year, the Company was able to release a portion of the valuation allowance against its U.S. deferred tax assets due to an increase in actual and forecast U.S. earnings. The (benefit from)/provision for income taxes was also affected by shifts in the global mix of income as a result of the Merger. This shift creates additional deductions in jurisdictions with high statutory income tax rates, which reduces the global effective tax rate. Historically, we have not provided deferred taxes on cumulative earnings of our subsidiaries that have been reinvested indefinitely. As a result of the Merger, we recorded a deferred tax liability through goodwill on a portion of certain acquired Towers Watson foreign subsidiaries’ unremitted earnings. We continue to assert that the historical cumulative earnings of our other subsidiaries are reinvested indefinitely and we do not provide deferred tax liabilities on these amounts. The Company records valuation allowances against net deferred tax assets based on whether it is more likely than not that the deferred tax assets will be realized. We have liabilities for uncertain tax positions under Accounting Standards Codification (‘ASC’) 740, Income Taxes of $55 million, excluding interest and penalties. The Company believes the outcomes that are reasonably possible within the next 12 months may result in a reduction in the liability for uncertain tax positions in the range of approximately $3 million to $12 million, excluding interest and penalties.

Goodwill and Intangible Assets

9 Months Ended

Sep. 30, 2016

Goodwill and Intangible Assets Disclosure [Abstract]

Goodwill and Intangible Assets

Goodwill represents the excess of the cost of businesses acquired over the fair market value of identifiable net assets at the dates of acquisition. Goodwill is not amortized but is subject to impairment testing annually and whenever facts or circumstances indicate that the carrying amounts may not be recoverable. Goodwill is allocated to our reporting units primarily based on the original purchase price allocation for acquisitions within the reporting units, or relative fair value when an acquisition covers multiple reporting units. When a business entity is sold, goodwill is allocated to the entity disposed of based on the relative fair value of that entity compared with the fair value of the reporting unit in which it is included.

During the second quarter of 2016, the Company changed the way it manages and reports operating results, resulting in a change in the Company’s operating and reportable segments from the Legacy Company platforms into four integrated reportable operating segments: Human Capital and Benefits; Corporate Risk and Broking; Investment, Risk and Reinsurance; and Exchange Solutions. See Note 4 — Segment Information for a description of our segments.

The components of goodwill are outlined below for the nine months ended September 30, 2016:



	HCB			CRB			IRR			ES		Total
Balance at December 31, 2015 ⁽ⁱ⁾
Goodwill, gross	$	991		$	2,207		$	1,031		$	—	$	4,229
Accumulated impairment losses	(130		)	(362		)	—			—		(492		)
Goodwill, net	861			1,845			1,031			—		3,737
Purchase price allocation adjustments	8			5			(6		)	—		7
Goodwill acquired during the period ⁽ⁱⁱ⁾	3,450			—			770			2,535		6,755
Goodwill disposed of during the period	—			(5		)	—			—		(5		)
Foreign exchange	12			(1		)	(22		)	—		(11		)
Balance at September 30, 2016
Goodwill, gross	4,461			2,206			1,773			2,535		10,975
Accumulated impairment losses	(130		)	(362		)	—			—		(492		)
Goodwill, net	$	4,331		$	1,844		$	1,773		$	2,535	$	10,483

__________________________________


(i)	The prior period comparatives have been retrospectively reclassified on a preliminary basis to take into account our segment reorganization. See Note 4 — Segment Information for further details.


(ii)	Goodwill acquired consists primarily of Merger-related goodwill.

The following table reflects changes in the net carrying amount of the components of finite-lived intangible assets for the nine months ended September 30, 2016:



	Balance as of December 31, 2015		Intangible assets acquired		Intangible assets disposed			Amortization			Foreign Exchange			Balance as of September 30, 2016
Client relationships	$	920	$	2,224	$	(6	)	$	(296	)	$	(33	)	$	2,809
Management contracts	62		—		—			(3		)	(1		)	58
Software ⁽ⁱ⁾	77		663		—			(107		)	(17		)	616
Trademark and trade name	50		1,004		—			(33		)	(1		)	1,020
Product	—		42		—			(2		)	(5		)	35
Favorable agreements	2		11		—			(1		)	—			12
Other	4		—		—			(2		)	1			3
Total amortizable intangible assets	$	1,115	$	3,944	$	(6	)	$	(444	)	$	(56	)	$	4,553

_____________________________


(i)	In process research and development intangible assets of $36 million have not yet been placed in service and are not included in this presentation.

We recorded amortization related to our finite-lived intangible assets, exclusive of the amortization of our favorable lease agreements, of $157 million and $443 million, for the three and nine months ended September 30, 2016, respectively, and $23 million and $53 million for the three and nine months ended September 30, 2015, respectively.

Our acquired unfavorable lease liabilities, net of amortization, were $29 million and $23 million as of September 30, 2016 and December 31, 2015, respectively, and are recorded in the other noncurrent liabilities in the condensed consolidated balance sheet.

The following table reflects the carrying value of finite-lived intangible assets and liabilities as of September 30, 2016 and December 31, 2015:



	September 30, 2016					December 31, 2015
	Gross Carrying Amount		Accumulated Amortization			Gross Carrying Amount		Accumulated Amortization
Client relationships	$	3,459	$	(650	)	$	1,293	$	(373	)
Management contracts	65		(7		)	67		(5		)
Software	722		(106		)	77		—
Trademark and trade name	1,055		(35		)	52		(2		)
Product	37		(2		)	—		—
Favorable agreements	13		(1		)	2		—
Other	6		(3		)	8		(4		)
Total finite-lived intangible assets	$	5,357	$	(804	)	$	1,499	$	(384	)

Unfavorable agreements	$	34	$	(5	)	$	23	$	—
Total finite-lived intangible liabilities	$	34	$	(5	)	$	23	$	—

The weighted average remaining life of amortizable intangible assets and liabilities at September 30, 2016 was 14.1 years.

The table below reflects the future estimated amortization expense for amortizable intangible assets and the rent offset resulting from amortization of the net favorable and unfavorable lease intangible assets and liabilities for the remainder of 2016 and for subsequent years:



Year ending December 31,	Amortization		Rent offset
Remainder of 2016	$	150	$	(1	)
2017	574		(3		)
2018	525		(3		)
2019	467		(2		)
2020	415		(2		)
Thereafter	2,410		(6		)
Total	$	4,541	$	(17	)

The entire disclosure for the aggregate amount of goodwill and a description of intangible assets, which may include (a) for amortizable intangible assets (also referred to as finite-lived intangible assets), the carrying amount, the amount of any significant residual value, and the weighted-average amortization period, (b) for intangible assets not subject to amortization (also referred to as indefinite-lived intangible assets), the carrying amount, and (c) the amount of research and development assets acquired and written off in the period, including the line item in the income statement in which the amounts written off are aggregated, if not readily apparent from the income statement. Also discloses (a) for amortizable intangibles assets in total and by major class, the gross carrying amount and accumulated amortization, the total amortization expense for the period, and the estimated aggregate amortization expense for each of the five succeeding fiscal years, (b) for intangible assets not subject to amortization the carrying amount in total and by major class, and (c) for goodwill, in total and for each reportable segment, the changes in the carrying amount of goodwill during the period (including the aggregate amount of goodwill acquired, the aggregate amount of impairment losses recognized, and the amount of goodwill included in the gain (loss) on disposal of a reporting unit). If any part of goodwill has not been allocated to a reportable segment, discloses the unallocated amount and the reasons for not allocating. For each impairment loss recognized related to an intangible asset (excluding goodwill), discloses: (a) a description of the impaired intangible asset and the facts and circumstances leading to the impairment, (b) the amount of the impairment loss and the method for determining fair value, (c) the caption in the income statement or the statement of activities in which the impairment loss is aggregated, and (d) the segment in which the impaired intangible asset is reported. For each goodwill impairment loss recognized, discloses: (a) a description of the facts and circumstances leading to the impairment, (b) the amount of the impairment loss and the method of determining the fair value of the associated reporting unit, and (c) if a recognized impairment loss is an estimate not finalized and the reasons why the estimate is not final. May also disclose the nature and amount of any significant adjustments made to a previous estimate of an impairment loss.

Derivative Instruments and Hedging Activities Disclosure [Abstract]

Derivative Financial Instruments

9 Months Ended

Sep. 30, 2016

Derivative Financial Instruments

We are exposed to certain interest rate and foreign currency risks. Where possible, we identify exposures in our business that can be offset internally. Where no natural offset is identified, we may choose to enter into various derivative transactions. These instruments have the effect of reducing our exposure to unfavorable changes in interest and foreign currency rates. The Company’s Board of Directors reviews and approves policies for managing each of these risks as summarized below.

Interest Rate Risk - Investment Income

As a result of the Company’s operating activities, the Company holds fiduciary funds. The Company earns interest on these funds, which is included in the Company’s condensed consolidated financial statements as interest and other income. These funds are regulated in terms of access as are the instruments in which they may be invested, most of which are short-term in nature.

During 2015, in order to manage interest rate risk arising from these financial assets, the Company entered into interest rate swaps to receive a fixed rate of interest and pay a variable rate of interest. These derivatives were designated as hedging instruments and as of September 30, 2016 and December 31, 2015 had a total notional amount of $300 million and net fair values of $1 million and nil, respectively.

Foreign Currency Risk

A number of our non-U.S. subsidiaries receive revenues and incur expenses in currencies other than their functional currency and, as a result, the foreign subsidiary’s functional currency revenues will fluctuate as the currency rates change. Additionally, our London brokerage market operations forecast of Pound sterling expenses may exceed Pound sterling revenues, and may also hold a significant net sterling asset or liability position in the balance sheet. To reduce the variability, we use foreign exchange forward contracts to hedge this foreign exchange risk.

These derivatives were designated as hedging instruments and as of September 30, 2016 and December 31, 2015 had a total notional amount of $1.1 billion and $1.2 billion, respectively, and net fair value liabilities of $110 million and $28 million, respectively.

At September 30, 2016, the Company estimates, based on current interest and exchange rates, there will be $61 million of net derivative losses reclassified from accumulated comprehensive income into earnings within the next 12 months as the forecast transactions affect earnings. At September 30, 2016, our longest outstanding maturity was 2.8 years.

The effects of the foreign exchange forward derivative instruments that are designated as hedging instruments on the condensed consolidated statements of operations and condensed consolidated statements of comprehensive (loss)/income for the three and nine months ended September 30, 2016 and 2015 are as follows:



Three Months Ended September 30,	Loss recognized in OCI (effective portion)						Location of (loss)/gain reclassified from OCI into income (effective portion)	(Loss)/gain reclassified from OCI into income					Location of gain recognized in income (ineffective portion and amount excluded from effectiveness testing)	Gain recognized in income (ineffective portion and amount excluded from effectiveness testing)
	2016			2015				2016			2015			2016		2015
Foreign exchange forwards	$	(6	)	$	(44	)	Other expense/(income), net	$	(14	)	$	5	Interest expense	$	—	$	1
Total	$	(6	)	$	(44	)		$	(14	)	$	5		$	—	$	1



Nine Months Ended September 30,	Loss recognized in OCI (effective portion)						Location of (loss)/gain reclassified from OCI into income (effective portion)	(Loss)/gain reclassified from OCI into income					Location of loss recognized in income (ineffective portion and amount excluded from effectiveness testing)	Loss recognized in income (ineffective portion and amount excluded from effectiveness testing)
	2016			2015				2016			2015			2016			2015
Foreign exchange forwards	$	(81	)	$	(19	)	Other expense/(income), net	$	(28	)	$	5	Interest expense	$	(1	)	$	—
Total	$	(81	)	$	(19	)		$	(28	)	$	5		$	(1	)	$	—

We also enter into other foreign currency transactions, primarily to hedge certain intercompany loans. These derivatives are not generally designated as hedging instruments and at September 30, 2016 and December 31, 2015 we had notional amounts of $401 million and $574 million, respectively, and net fair value liabilities of $5 million and $3 million, respectively.

The related net gains/(losses) for these derivatives were recorded within other expense/(income), net, and were $4 million and $(6) million for the three and nine months ended September 30, 2016, respectively, and $(1) million and $(2) million for the three and nine months ended September 30, 2015.

The entire disclosure for derivative instruments and hedging activities including, but not limited to, risk management strategies, non-hedging derivative instruments, assets, liabilities, revenue and expenses, and methodologies and assumptions used in determining the amounts.

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Debt

9 Months Ended

Sep. 30, 2016

Debt Disclosure [Abstract]

Debt

Short-term debt and current portion of long-term debt consists of the following:



	September 30, 2016		December 31, 2015
1-year term loan facility matures 2016	$	—	$	587
4.125% senior notes due 2016	—		300
6.200% senior notes due 2017	394		—
Current portion of 7-year term loan facility expires 2018	22		22
Current portion of term loan expires 2019	85		—
Short-term borrowing under bank overdraft arrangement	18		79
	$	519	$	988

Long-term debt consists of the following:



	September 30, 2016		December 31, 2015
Revolving $800 million credit facility	$	85	$	467
6.200% senior notes due 2017	—		394
7-year term loan facility expires 2018	202		218
Term loan expires 2019	190		—
7.000% senior notes due 2019	186		186
5.750% senior notes due 2021	496		495
3.500% senior notes due 2021	446		—
2.125% senior notes due 2022	601		—
4.625% senior notes due 2023	247		247
4.400% senior notes due 2026	543		—
6.125% senior notes due 2043	271		271
	$	3,267	$	2,278

Senior Notes

On May 26, 2016, Trinity Acquisition plc issued €540 million ($609 million) of 2.125% senior notes due 2022 (‘2022 Euro Bonds’). The 2022 Euro Bonds are fully and unconditionally guaranteed by Willis Towers Watson. The effective interest rate of these senior notes is 2.154%, which includes the impact of the discount upon issuance. The 2022 Euro Bonds will mature on May 26, 2022. Interest accrues on the notes from May 26, 2016 and will be paid in cash on May 26 of each year, commencing May 26, 2017. The net proceeds from this offering, after deducting underwriter discounts and commissions and estimated offering expenses, were €535 million ($600 million). We used the net proceeds of this offering to repay Tranche A of the 1-year term loan and related accrued interest.

On March 22, 2016, Trinity Acquisition plc issued $450 million of 3.500% senior notes due 2021 (‘2021 Notes’) and $550 million of 4.400% senior notes due 2026 (‘2026 Notes’). The 2021 Notes and the 2026 Notes are fully and unconditionally guaranteed by Willis Towers Watson. The effective interest rates of these senior notes are 3.707% and 4.572%, respectively, which includes the impact of the discount upon issuance. The 2021 Notes and the 2026 Notes will mature on September 15, 2021 and March 15, 2026, respectively. Interest accrues on the notes from March 22, 2016 and is paid in cash on March 15 and September 15 of each year, commencing September 15, 2016. The net proceeds from this offering, after deducting underwriter discounts and commissions and estimated offering expenses, were $988 million. We used the net proceeds of this offering as follows: to repay $300 million principal under our $800 million revolving credit facility and related accrued interest, which was drawn to repay our 4.125% senior notes on March 15, 2016; to repay $400 million principal on Tranche B under our 1-year term loan facility and related accrued interest; and to pay down a portion of the remaining principal amount outstanding under our $800 million revolving credit facility and related accrued interest.

$800 million revolving credit facility

Drawings under the $800 million revolving credit facility bear interest at LIBOR plus a margin of 1.25% to 2.00%, or alternatively the base rate plus a margin of 0.25% to 1.00% based upon the Company’s guaranteed senior unsecured long-term debt rating; a 1.375% margin applies while the Company’s debt rating remains BBB/Baa3. As of September 30, 2016 and December 31, 2015, $85 million and $467 million was outstanding under this revolving credit facility, respectively.

7-year term loan facility

The 7-year term loan facility expiring 2018 bears interest at the same rate as applicable to the $800 million revolving credit facility and is repayable in quarterly installments of $6 million with a final repayment of $186 million due in the third quarter of 2018.

1-year term loan facility

On November 20, 2015, Legacy Willis entered into a 1-year term loan facility. The 1-year term loan had two tranches: Tranche A was for €550 million, of which €544 million ($592 million) was drawn on December 19, 2015 and used to finance the acquisition of Gras Savoye. Tranche B was for $400 million and was drawn on January 4, 2016 and used to re-finance debt held by Legacy Towers Watson which became due on acquisition. Tranche A was repaid in its entirety on May 26, 2016 from the proceeds from the issuance of our 2022 Euro Bonds discussed above. Tranche B was repaid in its entirety on March 22, 2016 from a portion of the proceeds from the issuance of our senior notes discussed above. The amount outstanding as of December 31, 2015 was $592 million, gross of $5 million in related debt fees.

WSI revolving credit facility

Advances under the Willis Securities, Inc. (‘WSI’) revolving credit facility bear interest at a rate equal to LIBOR plus a margin of 1.25% to 2.00%, or alternatively the base rate plus a margin of 0.25% to 1.00%, based upon the Company’s guaranteed senior-unsecured long-term debt rating. A margin of 1.50% applies while the Company’s debt rating remains BBB/Baa3.

As of September 30, 2016 and December 31, 2015, there were no borrowings outstanding under the WSI revolving credit facility. On April 27, 2016, the end date of the credit period was extended to April 28, 2017 and the repayment date was extended to April 28, 2018. There were no other significant changes in the terms of this credit facility.

The agreements relating to the $800 million revolving credit facility, the 7-year term loan facility, and the 1-year term loan contain requirements that we are not to exceed certain levels of consolidated funded indebtedness in relation to consolidated EBITDA and we are to maintain at least a minimum level of consolidated EBITDA to consolidated cash interest expense, subject to certain adjustments. In addition, the agreements relating to our facilities and senior notes include, in the aggregate, covenants relating to the delivery of financial statements, reports and notices, limitations on liens, limitations on sales and other disposals of assets, limitations on indebtedness and other liabilities, limitations on sale and leaseback transactions, limitations on mergers and other fundamental changes, maintenance of property, maintenance of insurance, nature of business, compliance with applicable laws, maintenance of corporate existence and rights, payment of taxes and access to information and properties. At September 30, 2016 and December 31, 2015, we were in compliance with all financial covenants.

Term Loan Due December 2019

On January 4, 2016, we acquired a $340 million term loan in connection with the Merger. On November 20, 2015, Towers Watson Delaware Inc. entered into a four-year amortizing term loan agreement for up to $340 million with a consortium of banks to help fund the pre-Merger special dividend. On December 28, 2015, Towers Watson Delaware Inc. borrowed the full $340 million.

The interest rate on the term loan is based on the Company’s choice of one, two, 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 this term loan for the three months ended September 30, 2016 was 1.76%. The term loan amortizes at a rate of $21 million per quarter, beginning in March 2016, with a final maturity date of December 2019. 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, 2016, the balance outstanding on the term loan was $276 million, gross of $1 million in debt issuance fees.

The agreements associated with this financing contain customary representations and warranties and affirmative and negative covenants. The term loan requires Towers Watson Delaware Inc., as a consolidated entity, 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 term loan agreement). In addition, the term loan contains restrictions on the ability of Towers Watson Delaware Inc. 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. Additionally, Towers Watson Delaware Inc. is prohibited from providing guarantees of debt outside of the Towers Watson Delaware Inc. consolidated entity. At September 30, 2016, we were in compliance with all financial covenants.

Fair Value Measurements

9 Months Ended

Sep. 30, 2016

Fair Value Disclosures [Abstract]

Fair Value Measurements

The Company has categorized its assets and liabilities that are measured at fair value on a recurring and non-recurring basis into a three-level fair value hierarchy, based on the reliability of the inputs used to determine fair value as follows:


•	Level 1: refers to fair values determined based on quoted market prices in active markets for identical assets;


•	Level 2: refers to fair values estimated using observable market based inputs or unobservable inputs that are corroborated by market data; and


•	Level 3: includes fair values estimated using unobservable inputs that are not corroborated by market data.

The following methods and assumptions were used by the Company in estimating its fair value disclosure for financial instruments:

The fair values of long-term debt instruments (excluding related fair value hedges) are not measured at fair value on a recurring basis and are based on quoted market values and are classified as Level 1 measurements, with the exception of the 7-year term loan facility, drawings under our $800 million revolving credit facility and our 2019 term loan, where fair value is determined using observable market data for similar debt instruments of comparable maturities (Level 2 measure).

Derivative financial instruments - Market values have been used to determine the fair value of interest rate swaps and forward foreign exchange contracts based on estimated amounts the Company would receive or have to pay to terminate the agreements, taking into account the current interest rate environment or current foreign currency forward rates. Such financial instruments are classified as Level 2 in the fair value hierarchy.

Available-for-sale securities are classified as Level 1 and we generally use quoted market prices in determining the fair value of our available-for-sale securities.

The following presents our assets and liabilities measured at fair value on a recurring basis at September 30, 2016 and December 31, 2015:



	Balance Sheet Location	Fair Value Measurements on a Recurring Basis at September 30, 2016
	Balance Sheet Location	Level 1		Level 2		Level 3		Total
Assets:
Available-for-sale securities:
Mutual funds / exchange traded funds	Prepaid and other current assets and other non-current assets	$	37	$	—	$	—	$	37
Derivatives:
Derivative financial instruments ⁽ⁱ⁾	Prepaid and other current assets and other non-current assets	$	—	$	2	$	—	$	2
Liabilities:
Derivatives:
Derivative financial instruments ⁽ⁱ⁾	Other current liabilities and other non-current liabilities	$	—	$	116	$	—	$	116



	Balance Sheet Location	Fair Value Measurements on a Recurring Basis at December 31, 2015
	Balance Sheet Location	Level 1		Level 2		Level 3		Total
Assets:
Derivatives:
Derivative financial instruments ⁽ⁱ⁾	Prepaid and other current assets and other non-current assets	$	—	$	26	$	—	$	26
Liabilities:
Derivatives:
Derivative financial instruments ⁽ⁱ⁾	Other current liabilities and other non-current liabilities	$	—	$	57	$	—	$	57

_________________________


(i)	See Note 8 — Derivative Financial Instruments for further information on our derivative instruments.

The following presents our liabilities whose carrying value differs from the fair value and that are not measured at fair value on a recurring basis at September 30, 2016 and December 31, 2015:



	September 30, 2016				December 31, 2015
	Carrying Value		Fair Value		Carrying Value		Fair Value
Liabilities:
Current portion of long term debt	$	519	$	529	$	988	$	998
Long-term debt	$	3,267	$	3,503	$	2,278	$	2,394

The remeasurement of goodwill is classified as non-recurring Level 3 fair value assessment due to the significance of unobservable inputs developed using company-specific information, see Note 7 — Goodwill and Intangible Assets.

The entire disclosure for the fair value of financial instruments (as defined), including financial assets and financial liabilities (collectively, as defined), and the measurements of those instruments as well as disclosures related to the fair value of non-financial assets and liabilities. Such disclosures about the financial instruments, assets, and liabilities would include: (1) the fair value of the required items together with their carrying amounts (as appropriate); (2) for items for which it is not practicable to estimate fair value, disclosure would include: (a) information pertinent to estimating fair value (including, carrying amount, effective interest rate, and maturity, and (b) the reasons why it is not practicable to estimate fair value; (3) significant concentrations of credit risk including: (a) information about the activity, region, or economic characteristics identifying a concentration, (b) the maximum amount of loss the entity is exposed to based on the gross fair value of the related item, (c) policy for requiring collateral or other security and information as to accessing such collateral or security, and (d) the nature and brief description of such collateral or security; (4) quantitative information about market risks and how such risks are managed; (5) for items measured on both a recurring and nonrecurring basis information regarding the inputs used to develop the fair value measurement; and (6) for items presented in the financial statement for which fair value measurement is elected: (a) information necessary to understand the reasons for the election, (b) discussion of the effect of fair value changes on earnings, (c) a description of [similar groups] items for which the election is made and the relation thereof to the balance sheet, the aggregate carrying value of items included in the balance sheet that are not eligible for the election; (7) all other required (as defined) and desired information.

Compensation and Retirement Disclosure [Abstract]

Retirement Benefits

9 Months Ended

Sep. 30, 2015

Retirement Benefits

Defined Benefit Plans and Post-retirement Welfare Plan

Willis Towers Watson sponsors both qualified and non-qualified defined benefit pension plans and other post-retirement welfare plans (‘PRW’) throughout the world. The majority of our plan assets and obligations are in the United States and the United Kingdom. We have also included disclosures related to defined benefit plans in certain other countries, which include Canada, Germany, Ireland and the Netherlands. Together, these disclosed funded and unfunded plans represented 99% of Willis Towers Watson’s pension and PRW obligations and are disclosed herein for 2016. The prior year disclosures of net periodic benefit (credit)/cost represent the entire legacy Willis pension plan obligations.

On January 4, 2016, in connection with the Merger, we acquired additional defined benefit pension, PRW, and defined contribution plans. Total plan assets of approximately $3.7 billion and projected benefit obligations of approximately $4.6 billion were acquired. The funded status for each of the acquired plans has been included in the preliminary values of identifiable assets acquired and liabilities assumed in Note 3 — Merger and Acquisitions and are recorded as $67 million in pension benefits assets and $914 million in liability for pension benefits.

Significant plans acquired are described below:

United States

Legacy Towers Watson U.S. defined benefit pension plan – Prior to December 31, 2010, employees earned benefits under their original plan formulas, which were frozen on December 31, 2011. Beginning January 1, 2012, all Legacy Towers Watson employees, including named executive officers, accrue qualified and non-qualified benefits under a stable value pension design.

The Legacy Towers Watson U.S. Defined Contribution Plan allows eligible Towers Watson U.S. employees to participate in a savings plan design that provides for 100% match on the first 2% of employee contributions and 50% match on the next 4% of employee contributions. Employees vest in the employer match upon two years of service.

United Kingdom

Legacy Towers Watson U.K. defined benefit pension plan – Benefit accruals earned under a Legacy Watson Wyatt defined benefit plan (predominantly pension benefits) ceased on February 28, 2015, although benefits earned prior to January 1, 2008 retain a link to salary until the employee leaves the Company. Benefit accruals earned under a Legacy Towers Perrin defined benefit plan (predominantly lump sum benefits) were frozen on March 31, 2008. All employees now accrue defined contribution benefits.

The Legacy Towers Watson U.K. defined contribution plan has a money purchase feature to which we make core contributions plus additional contributions matching those of the participating employees up to a maximum rate. Contribution rates depend on the age of the participant and whether or not they arise from salary sacrifice arrangements through which the associate has elected to receive contributions in lieu of additional salary.

Other

In addition to the Legacy Towers Watson U.S. and U.K. defined benefit pension plans, we acquired smaller defined benefit pension plans in Canada, Germany, Ireland and the Netherlands.

Post-retirement Welfare Plan

Legacy Towers Watson Post-retirement Benefits – We provide certain health care and life insurance benefits for retired employees in the U.S. The principal plans cover employees in the U.S. who have met certain eligibility requirements. Our principal post-retirement benefit plans are primarily unfunded. Retiree medical benefits provided under our U.S. post-retirement benefit plans were closed to new hires effective January 1, 2011. Life insurance benefits under the plans were frozen with respect to service, eligibility and amounts as of January 1, 2012 for active employees.

Components of Net Periodic Benefit Cost for Defined Benefit Pension and Post-retirement Welfare Plans

The following table sets forth the components of net periodic benefit cost for the Company’s most material defined benefit pension and post-retirement welfare plans for the three and nine months ended September 30, 2016 and 2015:



	Three Months Ended September 30,
	2016											2015
	U.S.			U.K.			Other			PRW		U.S.			U.K.			Other			PRW
Service cost	$	15		$	6		$	5		$	—	$	—		$	7		$	2		$	—
Interest cost	34			26			6			1		10			25			3			—
Expected return on plan assets	(61		)	(58		)	(8		)	—		(14		)	(56		)	(4		)	—
Amortization of net loss/(gain)	3			10			—			—		3			9			—			—
Amortization of prior service (credit)/cost	—			(5		)	—			—		—			(5		)	—			—
Net periodic benefit (income)/cost	$	(9	)	$	(21	)	$	3		$	1	$	(1	)	$	(20	)	$	1		$	—



	Nine Months Ended September 30,
	2016											2015
	U.S.			U.K.			Other			PRW		U.S.			U.K.			Other			PRW
Service cost	$	44		$	19		$	14		$	—	$	—		$	25		$	3		$	—
Interest cost	102			83			20			3		30			77			6			—
Expected return on plan assets	(180		)	(186		)	(26		)	—		(43		)	(169		)	(6		)	—
Settlement	—			—			2			—		—			—			—			—
Amortization of net loss/(gain)	8			32			1			—		9			27			—			—
Amortization of prior service (credit)/cost	—			(15		)	—			—		—			(13		)	—			—
Net periodic benefit (income)/cost	$	(26	)	$	(67	)	$	11		$	3	$	(4	)	$	(53	)	$	3		$	—

Employer Contributions to Defined Benefit Pension Plans

The Company made contributions of $50 million to its U.S. plans for the nine months ended September 30, 2016 and does not anticipate making additional contributions for the remainder of the fiscal year. The Company made contributions of $76 million to its U.K. plans for the nine months ended September 30, 2016 and anticipates making additional contributions of $20 million for the remainder of the fiscal year. The Company made contributions of $20 million to its other plans for the nine months ended September 30, 2016 and anticipates making additional contributions of $17 million for the remainder of the fiscal year.

Defined Contribution Plans

The Company made contributions to its defined contribution plans of $37 million and $118 million for the three and nine months ended September 30, 2016, respectively, and $20 million and $58 million for the three and nine months ended September 30, 2015, respectively.

Commitments and Contingencies

9 Months Ended

Sep. 30, 2016

Commitments and Contingencies Disclosure [Abstract]

Commitments and Contingencies

Pensions

The Company’s pension funding obligations are described in Note 11 — Retirement Benefits.

Operating Leases

The Company leases certain land, buildings and equipment under various operating lease commitments. The total amount of the minimum rent is expensed on a straight line basis over the term of the lease.

The Company has assumed gross real estate operating lease obligations related to the Merger with Towers Watson of approximately $459 million.

Other Contractual Obligations

On October 1, 2015, Legacy Towers Watson made a capital commitment of $40 million to Longitude Holdings Limited in exchange for 48,322 common shares outstanding representing 24.2% of outstanding equity ownership. As of September 30, 2016, approximately $5 million of capital contributions had been made towards this commitment.

Indemnification Agreements

Willis Towers Watson has various agreements which provide that it may be obligated to indemnify the other party to the agreement with respect to certain matters. Generally, these indemnification provisions are included in contracts arising in the normal course of business and in connection with the purchase and sale of certain businesses. Although it is not possible to predict the maximum potential amount of future payments that may become due under these indemnification agreements because of the conditional nature of Willis Towers Watson’s obligations and the unique facts of each particular agreement, Willis 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

In the ordinary course of business, the Company is subject to various actual and potential claims, lawsuits, and other proceedings. Some of the claims, lawsuits and other proceedings seek damages in amounts which could, if assessed, be significant. We do not expect the impact of claims or demands not described below to be material to the Company’s consolidated financial statements. The Company also receives subpoenas in the ordinary course of business and, from time to time, receives requests for information in connection with governmental investigations.

Errors and omissions claims, lawsuits, and other proceedings arising in the ordinary course of business are covered in part by professional indemnity or other appropriate insurance. The terms of this insurance vary by policy year. Regarding self-insured risks, the Company has established provisions which are believed to be adequate in the light of current information and legal advice, or, in certain cases, where a range of loss exists, the Company accrues the minimum amount in the range if no amount within the range is a better estimate than any other amount. The Company adjusts such provisions from time to time according to developments.

On the basis of current information, the Company does not expect that the actual claims, lawsuits and other proceedings to which the Company is subject, or potential claims, lawsuits, and other proceedings relating to matters of which it is aware, will ultimately have a material adverse effect on the Company’s financial condition, results of operations or liquidity. Nonetheless, given the large or indeterminate amounts sought in certain of these actions, and the inherent unpredictability of litigation and disputes with insurance companies, it is possible that an adverse outcome or settlement in certain matters could, from time to time, have a material adverse effect on the Company’s results of operations or cash flows in particular quarterly or annual periods.

The Company provides for contingent liabilities based on ASC 450, Contingencies, when it is determined that a liability, inclusive of defense costs, is probable and reasonably estimable. The contingent liabilities recorded are primarily developed actuarially. Litigation is subject to many factors which are difficult to predict so there can be no assurance that, in the event of a material unfavorable result in one or more claims, we will not incur material costs.

In re Towers Watson & Co. Stockholders Litigation

Five putative class action complaints challenging the Merger were filed in the Court of Chancery for the State of Delaware, captioned New Jersey Building Laborers’ Statewide Annuity Fund v. Towers Watson & Co., et al., C.A. No. 11270-CB (filed on July 9, 2015), Stein v. Towers Watson & Co., et al., C.A. No. 11271-CB (filed on July 9, 2015), City of Atlanta Firefighters’ Pension Fund v. Ganzi, et al., C.A. No. 11275-CB (filed on July 10, 2015), Cordell v. Haley, et al., C.A. No. 11358-CB (filed on July 31, 2015), and Mills v. Towers Watson & Co., et al., C.A. No. 11423-CB (filed on August 24, 2015). The Stein action was voluntarily dismissed on July 28, 2015. These complaints were filed by purported stockholders of Towers Watson on behalf of a putative class comprised of all Towers Watson stockholders. The complaints sought, among other things, to enjoin the Merger, and generally alleged that Towers Watson’s directors breached their fiduciary duties to Towers Watson stockholders by agreeing to merge Towers Watson with Willis through an inadequate and unfair process, which led to inadequate and unfair consideration, and by agreeing to unfair deal protection devices. The complaints also alleged that Willis and the Merger Sub formed for purposes of consummating the Merger aided and abetted the alleged breaches of fiduciary duties by Towers Watson directors. On August 17, 2015, the court consolidated the New Jersey Building Laborers’ Statewide Annuity Fund, City of Atlanta Firefighters’ Pension Fund, and Cordell actions (the Mills action had not yet been filed) and any other actions then pending or thereafter filed arising out of the same issues of fact under the caption In re Towers Watson & Co. Stockholders Litigation, Consolidated C.A. No. 11270-CB. On September 9, 2015, the plaintiffs in the consolidated action and in Mills filed a consolidated amended complaint, which, among other things, added claims for alleged misstatements and omissions from a preliminary proxy statement and prospectus for the Merger dated August 27, 2015. On September 17, 2015, plaintiffs filed a motion for expedited proceedings and a motion for a preliminary injunction, which motions plaintiffs voluntarily withdrew on October 19, 2015. On December 14, 2015, the defendants filed motions to dismiss the consolidated amended complaint. On April 1, 2016, the court consolidated the Mills action into the consolidated action. On April 18, 2016, the court dismissed the consolidated action as moot, set a briefing schedule for plaintiffs’ application for an award of attorneys’ fees and reimbursement of expenses, and scheduled a hearing on plaintiffs’ fee and expense application for June 28, 2016. On April 27, 2016, plaintiffs filed a petition for an award of attorneys’ fees and expenses, requesting an aggregate fee and expense award of at least $1.7 million. On June 8, 2016, defendants filed their opposition to the petition. After negotiations, the parties agreed in principle to resolve the petition for a payment of $250,000 to plaintiffs’ counsel by the Company. On July 29, 2016, the court entered a proposed order submitted by the parties closing the consolidated action for all purposes.

Merger-related Appraisal demands

Between November 12, 2015 and December 10, 2015, in connection with the then-proposed Merger, Towers Watson received demands for appraisal under Section 262 of the Delaware General Corporation Law on behalf of ten purported beneficial owners of an aggregate of approximately 2.4% of the shares of Towers Watson common stock outstanding at the time of the Merger. Between March 3, 2016 and March 23, 2016, three appraisal petitions were filed in the Court of Chancery for the State of Delaware on behalf of three purported beneficial owners of an aggregate of 1,354,338 shares of Towers Watson common stock, captioned Rangeley Capital LLC v. Towers Watson & Co., C.A. No. 12063-CB, Merion Capital L.P. v. Towers Watson & Co., C.A. No. 12064-CB, and College Retirement Equities Fund v. Towers Watson & Co., C.A. No. 12126-CB. The appraisal petitions seek, among other things, a determination of the fair value of the appraisal petitioners’ shares at the time of the Merger; an order that Towers Watson pay that value to the appraisal petitioners, together with interest at the statutory rate; and an award of costs, attorneys’ fees, and other expenses. Towers Watson answered the appraisal petitions between March 24, 2016 and April 18, 2016. On May 9, 2016, the court consolidated the three pending appraisal proceedings under the caption In re Appraisal of Towers Watson & Co., Consolidated C.A. No. 12064-CB. Based on all of the information to date, the Company is currently unable to estimate what the court would determine, following trial, to be the fair value of the appraisal petitioners’ shares. It is possible that the court could determine that fair value was the same as, less than or greater than the value received by shareholders in the Merger. Therefore, we are unable to provide an estimate of the reasonably possible loss or range of loss as to such value. The Company intends to vigorously defend against the appraisal proceedings.

Stanford Financial Group

The Company has been named as a defendant in 15 similar lawsuits relating to the collapse of The Stanford Financial Group (‘Stanford’), for which Willis of Colorado, Inc. acted as broker of record on certain lines of insurance. The complaints in these actions generally allege that the defendants actively and materially aided Stanford’s alleged fraud by providing Stanford with certain letters regarding coverage that they knew would be used to help retain or attract actual or prospective Stanford client investors. The complaints further allege that these letters, which contain statements about Stanford and the insurance policies that the defendants placed for Stanford, contained untruths and omitted material facts and were drafted in this manner to help Stanford promote and sell its allegedly fraudulent certificates of deposit.

The 15 actions are as follows:

•

Troice, et al. v. Willis of Colorado, Inc., et al., C.A. No. 3:9-CV-1274-N, was filed on July 2, 2009 in the U.S. District Court for the Northern District of Texas against Willis Group Holdings plc, Willis of Colorado, Inc. and a Willis associate, among others. On April 1, 2011, plaintiffs filed the operative Third Amended Class Action Complaint individually and on behalf of a putative, worldwide class of Stanford investors, adding Willis Limited as a defendant and alleging claims under Texas statutory and common law and seeking damages in excess of $1 billion, punitive damages and costs. On May 2, 2011, the defendants filed motions to dismiss the Third Amended Class Action Complaint, arguing, inter alia, that the plaintiffs’ claims are precluded by the Securities Litigation Uniform Standards Act of 1998 (‘SLUSA’).

On May 10, 2011, the court presiding over the Stanford-related actions in the Northern District of Texas entered an order providing that it would consider the applicability of SLUSA to the Stanford-related actions based on the decision in a separate Stanford action not involving a Willis entity, Roland v. Green, Civil Action No. 3:10-CV-0224-N (‘Roland’). On August 31, 2011, the court issued its decision in Roland, dismissing that action with prejudice under SLUSA.

On October 27, 2011, the court in Troice entered an order (i) dismissing with prejudice those claims asserted in the Third Amended Class Action Complaint on a class basis on the grounds set forth in the Roland decision discussed above and (ii) dismissing without prejudice those claims asserted in the Third Amended Class Action Complaint on an individual basis. Also on October 27, 2011, the court entered a final judgment in the action.

On October 28, 2011, the plaintiffs in Troice filed a notice of appeal to the U.S. Court of Appeals for the Fifth Circuit. Subsequently, Troice, Roland and a third action captioned Troice, et al. v. Proskauer Rose LLP, Civil Action No. 3:09-CV-01600-N, which also was dismissed on the grounds set forth in the Roland decision discussed above and on appeal to the U.S. Court of Appeals for the Fifth Circuit, were consolidated for purposes of briefing and oral argument. Following the completion of briefing and oral argument, on March 19, 2012, the Fifth Circuit reversed and remanded the actions. On April 2, 2012, the defendants-appellees filed petitions for rehearing en banc. On April 19, 2012, the petitions for rehearing en banc were denied. On July 18, 2012, defendants-appellees filed a petition for writ of certiorari with the United States Supreme Court regarding the Fifth Circuit’s reversal in Troice. On January 18, 2013, the Supreme Court granted our petition. Opening briefs were filed on May 3, 2013 and the Supreme Court heard oral argument on October 7, 2013. On February 26, 2014, the Supreme Court affirmed the Fifth Circuit’s decision.

On March 19, 2014, the plaintiffs in Troice filed a Motion to Defer Resolution of Motions to Dismiss, to Compel Rule 26(f) Conference and For Entry of Scheduling Order.

On March 25, 2014, the parties in Troice and the Janvey, et al. v. Willis of Colorado, Inc., et al. action discussed below stipulated to the consolidation of the two actions for pre-trial purposes under Rule 42(a) of the Federal Rules of Civil Procedure. On March 28, 2014, the Court ‘so ordered’ that stipulation and, thus, consolidated Troice and Janvey for pre-trial purposes under Rule 42(a).

On September 16, 2014, the court (a) denied the plaintiffs’ request to defer resolution of the defendants’ motions to dismiss, but granted the plaintiffs’ request to enter a scheduling order; (b) requested the submission of supplemental briefing by all parties on the defendants’ motions to dismiss, which the parties submitted on September 30, 2014; and (c) entered an order setting a schedule for briefing and discovery regarding plaintiffs’ motion for class certification, which schedule, among other things, provided for the submission of the plaintiffs’ motion for class certification (following the completion of briefing and discovery) on April 20, 2015.

On December 15, 2014, the court granted in part and denied in part the defendants’ motions to dismiss. On January 30, 2015, the defendants except Willis Group Holdings plc answered the Third Amended Class Action Complaint.

On April 20, 2015, the plaintiffs filed their motion for class certification, the defendants filed their opposition to plaintiffs’ motion, and the plaintiffs filed their reply in further support of the motion. Pursuant to an agreed stipulation also filed with the court on April 20, 2015, the defendants on June 4, 2015 filed sur-replies in further opposition to the motion. The Court has not yet scheduled a hearing on the motion.

On June 19, 2015, Willis Group Holdings plc filed a motion to dismiss the complaint for lack of personal jurisdiction. On November 17, 2015, Willis Group Holdings plc withdrew the motion.

On March 31, 2016, the parties in the Troice and Janvey actions entered into a settlement in principle that is described in more detail below.

•

Ranni v. Willis of Colorado, Inc., et al., C.A. No. 9-22085, was filed on July 17, 2009 against Willis Group Holdings plc and Willis of Colorado, Inc. in the U.S. District Court for the Southern District of Florida. The complaint was filed on behalf of a putative class of Venezuelan and other South American Stanford investors and alleges claims under Section 10(b) of the Securities Exchange Act of 1934 (and Rule 10b-5 thereunder) and Florida statutory and common law and seeks damages in an amount to be determined at trial. On October 6, 2009, Ranni was transferred, for consolidation or coordination with other Stanford-related actions (including Troice), to the Northern District of Texas by the U.S. Judicial Panel on Multidistrict Litigation (the ‘JPML’). The defendants have not yet responded to the complaint in Ranni. On August 26, 2014, the plaintiff filed a notice of voluntary dismissal of the action without prejudice.

•

Canabal, et al. v. Willis of Colorado, Inc., et al., C.A. No. 3:9-CV-1474-D, was filed on August 6, 2009 against Willis Group Holdings plc, Willis of Colorado, Inc. and the same Willis associate named as a defendant in Troice, among others, also in the Northern District of Texas. The complaint was filed individually and on behalf of a putative class of Venezuelan Stanford investors, alleged claims under Texas statutory and common law and sought damages in excess of $1 billion, punitive damages, attorneys’ fees and costs. On December 18, 2009, the parties in Troice and Canabal stipulated to the consolidation of those actions (under the Troice civil action number), and, on December 31, 2009, the plaintiffs in Canabal filed a notice of dismissal, dismissing the action without prejudice.

•

Rupert, et al. v. Winter, et al., Case No. 2009C115137, was filed on September 14, 2009 on behalf of 97 Stanford investors against Willis Group Holdings plc, Willis of Colorado, Inc. and the same Willis associate, among others, in Texas state court (Bexar County). The complaint alleges claims under the Securities Act of 1933, Texas and Colorado statutory law and Texas common law and seeks special, consequential and treble damages of more than $300 million, attorneys’ fees and costs. On October 20, 2009, certain defendants, including Willis of Colorado, Inc., (i) removed Rupert to the U.S. District Court for the Western District of Texas, (ii) notified the JPML of the pendency of this related action and (iii) moved to stay the action pending a determination by the JPML as to whether it should be transferred to the Northern District of Texas for consolidation or coordination with the other Stanford-related actions. On April 1, 2010, the JPML issued a final transfer order for the transfer of Rupert to the Northern District of Texas. On January 24, 2012, the court remanded Rupert to Texas state court (Bexar County), but stayed the action until further order of the court. On August 13, 2012, the plaintiffs filed a motion to lift the stay, which motion was denied by the court on September 16, 2014. On October 10, 2014, the plaintiffs appealed the court’s denial of their motion to lift the stay to the U.S. Court of Appeals for the Fifth Circuit. On January 5, 2015, the Fifth Circuit consolidated the appeal with the appeal in the Rishmague, et ano. v. Winter, et al. action discussed below, and the consolidated appeal, was fully briefed as of March 24, 2015. Oral argument on the consolidated appeal was held on September 2, 2015. On September 16, 2015, the Fifth Circuit affirmed. The defendants have not yet responded to the complaint in Rupert.

•

Casanova, et al. v. Willis of Colorado, Inc., et al., C.A. No. 3:10-CV-1862-O, was filed on September 16, 2010 on behalf of seven Stanford investors against Willis Group Holdings plc, Willis Limited, Willis of Colorado, Inc. and the same Willis associate, among others, also in the Northern District of Texas. The complaint alleges claims under Texas statutory and common law and seeks actual damages in excess of $5 million, punitive damages, attorneys’ fees and costs. On February 13, 2015, the parties filed an Agreed Motion for Partial Dismissal pursuant to which they agreed to the dismissal of certain claims pursuant to the motion to dismiss decisions in the Troice action discussed above and the Janvey action discussed below. Also on February 13, 2015, the defendants except Willis Group Holdings plc answered the complaint in the Casanova action. On June 19, 2015, Willis Group Holdings plc filed a motion to dismiss the complaint for lack of personal jurisdiction. Plaintiffs have not opposed the motion.

•

Rishmague, et ano. v. Winter, et al., Case No. 2011CI2585, was filed on March 11, 2011 on behalf of two Stanford investors, individually and as representatives of certain trusts, against Willis Group Holdings plc, Willis of Colorado, Inc., Willis of Texas, Inc. and the same Willis associate, among others, in Texas state court (Bexar County). The complaint alleges claims under Texas and Colorado statutory law and Texas common law and seeks special, consequential and treble damages of more than $37 million and attorneys’ fees and costs. On April 11, 2011, certain defendants, including Willis of Colorado, Inc., (i) removed Rishmague to the Western District of Texas, (ii) notified the JPML of the pendency of this related action and (iii) moved to stay the action pending a determination by the JPML as to whether it should be transferred to the Northern District of Texas for consolidation or coordination with the other Stanford-related actions. On August 8, 2011, the JPML issued a final transfer order for the transfer of Rishmague to the Northern District of Texas, where it is currently pending. On August 13, 2012, the plaintiffs joined with the plaintiffs in the Rupert action in their motion to lift the court’s stay of the Rupert action. On September 9, 2014, the court remanded Rishmague to Texas state court (Bexar County), but stayed the action until further order of the court and denied the plaintiffs’ motion to lift the stay. On October 10, 2014, the plaintiffs appealed the court’s denial of their motion to lift the stay to the Fifth Circuit. On January 5, 2015, the Fifth Circuit consolidated the appeal with the appeal in the Rupert action, and the consolidated appeal was fully briefed as of March 24, 2015. Oral argument on the consolidated appeal was held on September 2, 2015. On September 16, 2015, the Fifth Circuit affirmed. The defendants have not yet responded to the complaint in Rishmague.

•

MacArthur v. Winter, et al., Case No. 2013-07840, was filed on February 8, 2013 on behalf of two Stanford investors against Willis Group Holdings plc, Willis of Colorado, Inc., Willis of Texas, Inc. and the same Willis associate, among others, in Texas state court (Harris County). The complaint alleges claims under Texas and Colorado statutory law and Texas common law and seeks actual, special, consequential and treble damages of approximately $4 million and attorneys’ fees and costs. On March 29, 2013, Willis of Colorado, Inc. and Willis of Texas, Inc. (i) removed MacArthur to the U.S. District Court for the Southern District of Texas and (ii) notified the JPML of the pendency of this related action. On April 2, 2013, Willis of Colorado, Inc. and Willis of Texas, Inc. filed a motion in the Southern District of Texas to stay the action pending a determination by the JPML as to whether it should be transferred to the Northern District of Texas for consolidation or coordination with the other Stanford-related actions. Also on April 2, 2013, the court presiding over MacArthur in the Southern District of Texas transferred the action to the Northern District of Texas for consolidation or coordination with the other Stanford-related actions. On September 29, 2014, the parties stipulated to the remand (to Texas state court (Harris County)) and stay of MacArthur until further order of the court (in accordance with the court’s September 9, 2014 decision in Rishmague (discussed above)), which stipulation was ‘so ordered’ by the court on October 14, 2014. The defendants have not yet responded to the complaint in MacArthur.

•

Florida suits: On February 14, 2013, five lawsuits were filed against Willis Group Holdings plc, Willis Limited and Willis of Colorado, Inc. in Florida state court (Miami-Dade County) alleging violations of Florida common law. The five suits are: (1) Barbar, et al. v. Willis Group Holdings Public Limited Company, et al., Case No. 13-05666CA27, filed on behalf of 35 Stanford investors seeking compensatory damages in excess of $30 million; (2) de Gadala-Maria, et al. v. Willis Group Holdings Public Limited Company, et al., Case No. 13-05669CA30, filed on behalf of 64 Stanford investors seeking compensatory damages in excess of $83.5 million; (3) Ranni, et ano. v. Willis Group Holdings Public Limited Company, et al., Case No. 13-05673CA06, filed on behalf of two Stanford investors seeking compensatory damages in excess of $3 million; (4) Tisminesky, et al. v. Willis Group Holdings Public Limited Company, et al., Case No. 13-05676CA09, filed on behalf of 11 Stanford investors seeking compensatory damages in excess of $6.5 million; and (5) Zacarias, et al. v. Willis Group Holdings Public Limited Company, et al., Case No. 13-05678CA11, filed on behalf of 10 Stanford investors seeking compensatory damages in excess of $12.5 million. On June 3, 2013, Willis of Colorado, Inc. removed all five cases to the Southern District of Florida and, on June 4, 2013, notified the JPML of the pendency of these related actions. On June 10, 2013, the court in Tisminesky issued an order sua sponte staying and administratively closing that action pending a determination by the JPML as to whether it should be transferred to the Northern District of Texas for consolidation and coordination with the other Stanford-related actions. On June 11, 2013, Willis of Colorado, Inc. moved to stay the other four actions pending the JPML’s transfer decision. On June 20, 2013, the JPML issued a conditional transfer order for the transfer of the five actions to the Northern District of Texas, the transmittal of which was stayed for seven days to allow for any opposition to be filed. On June 28, 2013, with no opposition having been filed, the JPML lifted the stay, enabling the transfer to go forward.

On September 30, 2014, the court denied the plaintiffs’ motion to remand in Zacarias, and, on October 3, 2014, the court denied the plaintiffs’ motions to remand in Tisminesky and de Gadala Maria. On December 3, 2014 and March 3, 2015, the court granted the plaintiffs’ motions to remand in Barbar and Ranni, respectively, remanded both actions to Florida state court (Miami-Dade County) and stayed both actions until further order of the court. On January 2, 2015 and April 1, 2015, the plaintiffs in Barbar and Ranni, respectively, appealed the court’s December 3, 2014 and March 3, 2015 decisions to the Fifth Circuit. On April 22, 2015 and July 22, 2015, respectively, the Fifth Circuit dismissed the Barbar and Ranni appeals sua sponte for lack of jurisdiction. We believe the dismissals were in error and that appeals are likely to be reinstated. The defendants have not yet responded to the complaints in Ranni or Barbar.

On April 1, 2015, the defendants except Willis Group Holdings plc filed motions to dismiss the complaints in Zacarias, Tisminesky and de Gadala-Maria. On June 19, 2015, Willis Group Holdings plc filed motions to dismiss the complaints in Zacarias, Tisminesky and de Gadala-Maria for lack of personal jurisdiction. On July 15, 2015, the court dismissed the complaint in Zacarias in its entirety with leave to replead within 21 days. On July 21, 2015, the court dismissed the complaints in Tisminesky and de Gadala-Maria in their entirety with leave to replead within 21 days. On August 6, 2015, the plaintiffs in Zacarias, Tisminesky and de Gadala-Maria filed amended complaints (in which, among other things, Willis Group Holdings plc was no longer named as a defendant). On September 11, 2015, the defendants filed motions to dismiss the amended complaints. The motions await disposition by the court.

•

Janvey, et al. v. Willis of Colorado, Inc., et al., Case No. 3:13-CV-03980-D, was filed on October 1, 2013 also in the Northern District of Texas against Willis Group Holdings plc, Willis Limited, Willis North America Inc., Willis of Colorado, Inc. and the same Willis associate. The complaint was filed (i) by Ralph S. Janvey, in his capacity as Court-Appointed Receiver for the Stanford Receivership Estate, and the Official Stanford Investors Committee (the ‘OSIC’) against all defendants and (ii) on behalf of a putative, worldwide class of Stanford investors against Willis North America Inc. Plaintiffs Janvey and the OSIC allege claims under Texas common law and the court’s Amended Order Appointing Receiver, and the putative class plaintiffs allege claims under Texas statutory and common law. Plaintiffs seek actual damages in excess of $1 billion, punitive damages and costs. As alleged by the Stanford Receiver, the total amount of collective losses allegedly sustained by all investors in Stanford certificates of deposit is approximately $4.6 billion.

On November 15, 2013, plaintiffs in Janvey filed the operative First Amended Complaint, which added certain defendants unaffiliated with Willis. On February 28, 2014, the defendants filed motions to dismiss the First Amended Complaint, which motions, other than with respect to Willis Group Holding plc’s motion to dismiss for lack of personal jurisdiction, were granted in part and denied in part by the court on December 5, 2014. On December 22, 2014, Willis filed a motion to amend the court’s December 5 order to certify an interlocutory appeal to the Fifth Circuit, and, on December 23, 2014, Willis filed a motion to amend and, to the extent necessary, reconsider the court’s December 5 order. On January 16, 2015, the defendants answered the First Amended Complaint. On January 28, 2015, the court denied Willis’s motion to amend the court’s December 5 order to certify an interlocutory appeal to the Fifth Circuit. On February 4, 2015, the court granted Willis’s motion to amend and, to the extent necessary, reconsider the December 5 order.

As discussed above, on March 25, 2014, the parties in Troice and Janvey stipulated to the consolidation of the two actions for pre-trial purposes under Rule 42(a) of the Federal Rules of Civil Procedure. On March 28, 2014, the Court ‘so ordered’ that stipulation and, thus, consolidated Troice and Janvey for pre-trial purposes under Rule 42(a).

On January 26, 2015, the court entered an order setting a schedule for briefing and discovery regarding the plaintiffs’ motion for class certification, which schedule, among other things, provided for the submission of the plaintiffs’ motion for class certification (following the completion of briefing and discovery) on July 20, 2015. By letter dated March 4, 2015, the parties requested that the court consolidate the scheduling orders entered in Troice and Janvey to provide for a class certification submission date of April 20, 2015 in both cases. On March 6, 2015, the court entered an order consolidating the scheduling orders in Troice and Janvey, providing for a class certification submission date of April 20, 2015 in both cases, and vacating the July 20, 2015 class certification submission date in the original Janvey scheduling order.

On November 17, 2015, Willis Group Holdings plc withdrew its motion to dismiss for lack of personal jurisdiction.

On March 31, 2016, the parties in the Troice and Janvey actions entered into a settlement in principle that is described in more detail below.

•

Martin v. Willis of Colorado, Inc., et al., Case No. 201652115, was filed on August 5, 2016, on behalf of one Stanford investor against Willis Group Holdings plc, Willis Limited, Willis of Colorado, Inc. and the same Willis associate in Texas state court (Harris County). The complaint alleges claims under Texas statutory and common law and seeks actual damages of less than $100,000, exemplary damages, attorneys’ fees and costs. On September 12, 2016, the plaintiff filed an amended complaint, which added five more Stanford investors as plaintiffs and seeks damages in excess of $1 million. The defendants have not yet responded to the amended complaint in Martin.

•

Abel, et al. v. Willis of Colorado, Inc., et al., C.A. No. 3:16-cv-2601, was filed on September 12, 2016, on behalf of more than 300 Stanford investors against Willis Group Holdings plc, Willis Limited, Willis of Colorado, Inc. and the same Willis associate, also in the Northern District of Texas. The complaint alleges claims under Texas statutory and common law and seeks actual damages in excess of $135 million, exemplary damages, attorneys’ fees and costs. The defendants have not yet responded to the complaint in Abel.

The plaintiffs in Janvey and Troice and the other actions above seek overlapping damages, representing either the entirety or a portion of the total alleged collective losses incurred by investors in Stanford certificates of deposit, notwithstanding the fact that Legacy Willis acted as broker of record for only a portion of time that Stanford issued certificates of deposit. In the fourth quarter of 2015, the Company recognized a $70 million litigation provision for loss contingencies relating to the Stanford matters based on its ongoing review of a variety of factors as required by accounting standards.

On March 31, 2016, the Company entered into a settlement in principle for $120 million relating to this litigation, and we have therefore increased our provisions by $50 million. Further details on this settlement in principle are given below.

The settlement is contingent on a number of conditions, including court approval of the settlement and a bar order prohibiting any continued or future litigation against Willis related to Stanford, which may not be given. Therefore, the ultimate resolution of these matters may differ from the amount provided for. The Company continues to dispute the allegations and, to the extent litigation proceeds, to defend the lawsuits vigorously.

Settlement. On March 31, 2016, the Company entered into a settlement in principle, as reflected in a Settlement Term Sheet, relating to the Stanford litigation matter. The Company agreed to the Settlement Term Sheet to eliminate the distraction, burden, expense and uncertainty of further litigation. In particular, if the settlement and the related bar orders described below are approved by the Court and become effective, the Company (a newly-combined firm) would be able to conduct itself with the bar orders’ protection from the continued overhang of matters alleged to have occurred approximately a decade ago. Further, the Settlement Term Sheet provided that the parties understood and agreed that there was no admission of liability or wrongdoing by the Company. The Company expressly denies any liability or wrongdoing with respect to the matters alleged in the Stanford litigation. Specifically, the parties to the Settlement Term Sheet are Ralph S. Janvey (in his capacity as the Court-appointed receiver (the ‘Receiver’) for The Stanford Financial Group and its affiliated entities in receivership (collectively, ‘Stanford’)), the Official Stanford Investors Committee, Samuel Troice, Martha Diaz, Paula Gilly-Flores, Punga Punga Financial, Ltd., Manuel Canabal, Daniel Gomez Ferreiro and Promotora Villa Marina, C.A. (collectively, ‘Plaintiffs’), on the one hand, and Willis Towers Watson Public Limited Company (formerly Willis Group Holdings Public Limited Company), Willis Limited, Willis North America Inc. and Willis of Colorado, Inc. (collectively, ‘Defendants’), on the other hand.

Under the terms of the Settlement Term Sheet, the parties agreed in principle to settle and dismiss the Janvey and Troice actions (collectively, the ‘Actions’) and all current or future claims arising from or related to Stanford. If the settlement, including the bar orders described below, is approved by the Court and is not subject to further appeal, Willis North America Inc. will make a one-time cash payment of $120 million to the Receiver to be distributed to all Stanford investors who have claims recognized by the Receiver pursuant to the distribution plan in place at the time the payment is made.

The Settlement Term Sheet also provided the parties’ agreement to seek the Court’s entry of bar orders prohibiting any continued or future litigation against the Defendants and their related parties of claims relating to Stanford, whether asserted to date or not. The terms of the bar orders therefore would prohibit all Stanford-related litigation described above, and not just the Actions, including any pending matters and any actions that may be brought in the future. Final Court approval of these bar orders is a condition of the settlement.

On or about August 31, 2016, the parties to the settlement signed a formal Settlement Agreement memorializing the terms of the settlement as originally set forth in the Settlement Term Sheet. On September 7, 2016, the plaintiffs in the Troice and Janvey actions filed with the Court a motion to approve the settlement. On October 19, 2016, the Court preliminarily approved the settlement. A hearing to consider final approval of the settlement is scheduled for January 20, 2017. The Actions are stayed pending final approval of the settlement. The timing of any final decision is subject to the discretion of the Court and any appeal, and the Court may decide not to approve the settlement.

City of Houston

On August 1, 2014, the City of Houston (‘plaintiff’) filed suit against Legacy Towers Watson in the United States District Court for the Southern District of Texas, Houston Division. On March 8, 2016, plaintiff filed its First Amended Complaint.

In the amended complaint, plaintiff alleges various deficiencies in pension actuarial work-product and advice stated to have been provided by Legacy Towers Watson’s predecessor firm, Towers Perrin, in its capacity as principal actuary to the Houston Firefighters’ Relief and Retirement Fund (the ‘Fund’). Towers Perrin is stated to have acted in this capacity between “the early 1980s until 2003”.

In particular, the amended complaint alleges “misrepresentations and miscalculations” in valuation reports allegedly issued by Towers Perrin from 2000 through 2002 upon which plaintiff claims to have relied. Plaintiff asserts that Towers Perrin assigned a new team of actuaries to the Fund in 2002 “to correct Towers’ own earlier mistakes” and that the new team “altered” certain calculations which “increased the actuarial accrued liability by $163 million.” Plaintiff claims that the reports indicated that the City’s minimum contribution percentages to the Fund would remain in place through at least 2019; and that existing benefits under the Fund could be increased, and new benefits could be added, without increasing plaintiff’s financial burden, and without increasing plaintiff’s rate of annual contributions to the Fund. The amended complaint alleges that plaintiff relied on these reports when supporting a new benefit package for the Fund. These reports, and other advice, are alleged, among other things, to have been negligent, to have misrepresented the present and future financial condition of the Fund and the contributions required to be made by plaintiff to support those benefits. Plaintiff asserts that, but for Towers Perrin’s alleged negligence and misrepresentations, plaintiff would not have supported the benefit increase, and that such increased benefits would not and could not have been approved or enacted. It is further asserted that Towers Perrin’s alleged “negligence and misrepresentations damaged the City to the tune of tens of millions of dollars in annual contributions.”

Plaintiff seeks the award of punitive damages, actual damages, exemplary damages, special damages, attorney’s fees and expenses, costs of suit, pre- and post- judgment interest at the maximum legal rate, and other unspecified legal and equitable relief. Plaintiff has not yet quantified fully its asserted damages.

On October 10, 2014, Legacy Towers Watson filed a motion to dismiss plaintiff’s entire complaint on the basis that the complaint fails to state a claim upon which relief can be granted. On November 21, 2014, the City filed its response in opposition to Legacy Towers Watson’s motion to dismiss. On September 23, 2015, Legacy Towers Watson’s motion to dismiss was denied by the United States District Court for the Southern District of Texas, Houston Division. The court entered a scheduling order setting trial for May 30, 2017. On June 20, 2016, the Court entered an amended scheduling order setting trial for October 31, 2017.

Given the stage of the proceedings, the Company is currently unable to provide an estimate of the reasonably possible loss or range of loss. The Company disputes the allegations, and intends to defend the lawsuit vigorously.

British Coal Staff Superannuation Scheme

On September 4, 2014, Towers Watson Limited (‘TWL’), a wholly-owned subsidiary of Legacy Towers Watson, received a Letter of Claim (the ‘Demand Letter’) on behalf of Coal Staff Superannuation Scheme Trustees Limited (the ‘Trustee’), trustee of the British Coal Staff Superannuation Scheme (the ‘Scheme’). The Demand Letter was sent under the Professional Negligence Pre-Action Protocol, a pre-action dispute resolution procedure which applies in England and Wales.

In the Demand Letter, it is asserted that the Trustee has a claim against TWL in respect of allegedly negligent investment consulting advice provided to it by Watson Wyatt Limited, in the United Kingdom, in particular with regard to a currency hedge that was implemented in connection with the Scheme’s investment of £250 million in a Bluebay local currency emerging market debt fund in August 2008 (the ‘Investment’). It is alleged that the currency hedge has caused a substantial loss to the Scheme, compensatory damages for which losses are quantified at £47.5 million, for the period August 2008 to October 2012.

TWL sent a Letter of Response on December 23, 2014.

On November 11, 2015, the Trustee issued a claim form in the English High Court of Justice, Queen’s Bench Division, Commercial Court, in which TWL is named defendant. The Trustee asserts that, in breach of retainer, or of a duty of care alleged to have been owed under contract or at common law, TWL acted negligently and/or provided negligent advice in connection with the Investment and/or in relation to the monitoring of the performance of the Investment. The Trustee asserts that, but for the alleged breaches, the Scheme would have achieved a return on the Investment that was approximately £47.5 million greater than the return on the Investment which it ultimately achieved, in the period between August 2008 and 28 September 2012. The claim form was not served on TWL within the validity period.

Based on current information, the Company does not anticipate any further developments, and considers the matter to be closed.

Meriter Health Services

On January 6, 2015, Meriter Health Services, Inc. (‘Meriter’), plan sponsor of the Meriter Health Services Employee Retirement Plan (the ‘Plan’) filed a complaint in Wisconsin state court against Towers Watson Delaware Inc. (‘TWDE’), a wholly-owned subsidiary of the Company, and against its former lawyers, individual actuaries, and insurers.

In the Third Amended Complaint, served on April 12, 2016, Meriter alleges that Towers, Perrin, Forster & Crosby, Inc. (‘TPFC’) and Davis, Conder, Enderle & Sloan, Inc. (‘DCES’), and other entities and individuals, including Meriter’s former lawyers, acted negligently concerning the benefits consulting advice provided to Meriter, including TPFC and the lawyers’ involvement in the Plan design and drafting of the Plan document in 1987 by TPFC, and DCES and the lawyers’ Plan review, Plan redesign, Plan amendment, and drafting of ERISA section 204(h) notices in the early 2000s. Additionally, Meriter asserts that TPFC, DCES, and the individual actuary defendants breached alleged fiduciary duties to advise Meriter regarding the competency of Meriter’s then ERISA counsel. Meriter also has asserted causes of action for contribution, indemnity, and equitable subrogation related to amounts paid to settle a class action lawsuit related to the Plan that was filed by Plan participants against Meriter in 2010, alleging a number of ERISA violations and related claims. Meriter settled that lawsuit in 2015 for $82 million. Meriter seeks damages in the amount of approximately $190 million, which includes amounts it claims to have paid to settle and defend the class action litigation, and amounts it claims to have incurred as a result of improper plan design. Meriter seeks to recover these alleged damages from TWDE and the other defendants.

On January 12, 2016, TWDE and the other defendants filed a motion for partial summary judgment seeking dismissal of Meriter’s negligence and breach of fiduciary duty claims. On April 18, 2016, TWDE and the other defendants filed a motion to dismiss the contribution, indemnification, and equitable subrogation claims. On May 4, 2016, the parties appeared for oral argument on the motion for partial summary judgment, which the court granted in part and denied in part. The court dismissed the fiduciary duty claims, but not the negligence claims. Meriter subsequently moved for reconsideration of the dismissal of its breach of fiduciary duty claims, which was denied as to TWDE on August 16, 2016. On June 22, 2016, the court granted in part TWDE’s motion to dismiss, and dismissed the contribution and equitable subrogation claims, but denied the motion as to Meriter’s indemnification claim without prejudice to the right of any defendant to raise the issue again by later motion. Based on all of the information to date, and given the stage of the matter, TWDE is currently unable to provide an estimate of the reasonably possible loss or range of loss. TWDE disputes the allegations, and intends to defend the matter vigorously.

Elma Sanchez, et. al

On August 6, 2013, three individual plaintiffs filed a putative class action suit against the California Public Employees’ Retirement System (‘CalPERS’) in Los Angeles County Superior Court. On January 10, 2014, plaintiffs filed an amended complaint, which added as defendants several members of CalPERS’ Board of Administration and three Legacy Towers Watson entities, Towers Watson & Co., Towers Perrin, and Tillinghast-Towers Perrin (‘Towers Perrin’).

Plaintiffs’ claims all relate to a self-funded, non-profit Long Term Care Program that CalPERS established in 1995 (the ‘LTC Program’). Plaintiffs’ claims seek unspecified damages allegedly resulting from CalPERS’ 2012 decision to implement in 2015 and 2016 an 85 percent increase in the premium rates of certain of the long term care policies it issued between 1995 and 2004 (the ‘85% Increase’).

The amended complaint alleges claims against CalPERS for breach of contract and breach of fiduciary duty. It also includes a single cause of action against Towers Perrin for professional negligence relating to actuarial services Towers Perrin provided to CalPERS relating to the LTC Program between 1995 and 2004.

Plaintiffs principally allege that CalPERS mismanaged the LTC Program and its investment assets in multiple respects and breached its contractual and fiduciary duties to plaintiffs and other class members by impermissibly imposing the 85% Increase to make up for investment losses. Plaintiffs also allege that Towers Perrin recommended inadequate initial premium rates at the outset of the LTC Program and used unspecified inappropriate assumptions in its annual valuations for CalPERS. Plaintiffs claim that Towers Perrin’s allegedly negligent acts and omissions, prior to the end of its retainer in 2004, contributed to the need for the 85% Increase.

In May 2014, the court denied the motions to dismiss filed by CalPERS and Towers Perrin addressed to the sufficiency of the complaint. On January 28, 2016, the court granted plaintiffs’ motion for class certification. The certified class as currently defined includes those long term care policy holders whose policies were “subject to” the 85% Increase. The court thereafter set an October 2, 2017 trial date.

In May 2016, the case was reassigned to a different judge. The court has agreed that Towers Perrin may file a motion for summary judgment which will be heard on February 3, 2017. The court has also agreed to consider potential motions by Towers Perrin and CalPERS to decertify or modify the class.

To date, the plaintiffs have not identified any amount of damages or any basis for calculating damages they are seeking against defendants, including Towers Perrin. For this reason and given the stage of the proceedings, the Company is currently unable to provide an estimate of the reasonably possible loss or range of loss. The Company disputes the allegations and intends to continue to defend the lawsuit vigorously.

Supplementary Information for Select Balance Sheet Accounts

9 Months Ended

Sep. 30, 2016

Deferred Costs, Capitalized, Prepaid, and Other Assets Disclosure [Abstract]

Supplementary Information for Select Balance Sheet Accounts

There are variances of greater than 10% between our December 31, 2015 and September 30, 2016 Balance Sheets. All variances with the exception of fiduciary assets and liabilities are primarily due to our Merger with Towers Watson. The fair values recorded, and their location on our balance sheet, are described in Note 3 — Merger and Acquisitions to these condensed consolidated financial statements. The increase in fiduciary assets and liabilities as of September 30, 2016 is primarily due to the acquisition of Gras Savoye, timing issues around specific fiduciary receivables and payables, and the cyclical nature of our business. Additional details of specific accounts are detailed below:

Accounts receivable, net consists of the following:



	September 30, 2016		December 31, 2015
Billed, net of allowance for doubtful receivables from clients of $42 million and $22 million	$	1,689	$	1,051
Accrued and unbilled, at estimated net realizable value	354		207
Accounts receivable, net	$	2,043	$	1,258

Prepaid and other current assets consist of the following:



	September 30, 2016		December 31, 2015
Prepayments and accrued income	$	126	$	86
Derivatives and investments	27		29
Deferred compensation plan assets	19		20
Retention incentives	12		14
Corporate income and other taxes	72		66
Other current assets	63		40
Total prepaid and other current assets	$	319	$	255

Other non-current assets consist of the following:



	September 30, 2016		December 31, 2015
Prepayments and accrued income	$	17	$	23
Deferred compensation plan assets	104		102
Deferred tax assets	37		76
Accounts receivable, net	26		30
Other investments	29		42
Other non-current assets	115		25
Total other non-current assets	$	328	$	298

Other current liabilities consist of the following:



	September 30, 2016		December 31, 2015
Accounts payable	$	121	$	75
Income and other taxes payable	79		45
Contingent and deferred consideration on acquisition	56		68
Payroll related liabilities	175		82
Derivatives	72		31
Third party commissions	204		177
Other current liabilities	105		125
Total other current liabilities	$	812	$	603

Other non-current liabilities consist of the following:



	September 30, 2016		December 31, 2015
Incentives from lessors	$	140	$	175
Deferred compensation plan liability	104		102
Contingent and deferred consideration on acquisition	99		156
Derivatives	51		27
Other non-current liabilities	150		73
Total other non-current liabilities	$	544	$	533

Accumulated Other Comprehensive Income/(Loss)

9 Months Ended

Sep. 30, 2016

Equity [Abstract]

Accumulated Other Comprehensive Income/(Loss)

Accumulated Other Comprehensive Loss/Income

Changes in accumulated other comprehensive (loss)/income, net of non-controlling interests and net of tax, 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. Amounts related to available-for-sale securities are immaterial.



	Foreign currency translation ⁽ⁱ⁾			Gains and losses on cash flow hedges ⁽ⁱ⁾			Defined pension and post-retirement benefit costs ⁽ⁱⁱ⁾			Total
As of December 31, 2014	$	(191	)	$	18		$	(893	)	$	(1,066	)
Other comprehensive (loss)/income before reclassifications	(111		)	(13		)	212			88
Amounts reclassified from accumulated other comprehensive income (net of income tax of $3)	—			3			21			24
Net current-period other comprehensive (loss)/income	(111		)	(10		)	233			112
As of September 30, 2015	$	(302	)	$	8		$	(660	)	$	(954	)

As of December 31, 2015	$	(314	)	$	(10	)	$	(713	)	$	(1,037	)
Other comprehensive loss before reclassifications	(120		)	(56		)	(26		)	(202		)
Amounts reclassified from accumulated other comprehensive (loss)/income (net of income tax of $3)	—			(14		)	32			18
Net current-period other comprehensive (loss)/income	(120		)	(70		)	6			(184		)
As of September 30, 2016	$	(434	)	$	(80	)	$	(707	)	$	(1,221	)

________________________


(i)	Reclassification adjustments from accumulated other comprehensive income are primarily included in other expense/(income), net for foreign currency translation and gains and losses on cash flow hedges. See Note 8 — Derivative Financial Instruments for additional details regarding the reclassification adjustments for the hedge settlements.


(ii)	Reclassification adjustments from accumulated other comprehensive income are included in the computation of net periodic pension cost (see Note 11 — Retirement Benefits) which is included in salaries and benefits in the accompanying condensed consolidated statements of operations.

The entire disclosure for comprehensive income, which includes, but is not limited to, 1) the amount of income tax expense or benefit allocated to each component of other comprehensive income, including reclassification adjustments, 2) the reclassification adjustments for each classification of other comprehensive income and 3) the ending accumulated balances for each component of comprehensive income.

Reference 1: http://www.xbrl.org/2003/role/presentationRef
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Reference 9: http://www.xbrl.org/2003/role/presentationRef
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Condensed Financial Information of Parent Company Only Disclosure [Abstract]

Earnings Per Share

9 Months Ended

Sep. 30, 2016

Earnings Per Share [Abstract]

Earnings Per Share

Basic and diluted (loss)/earnings per share are calculated by dividing net income attributable to Willis Towers Watson by the average number of ordinary shares outstanding during each period. The computation of diluted earnings per share reflects the potential dilution that could occur if dilutive securities and other contracts to issue shares were exercised or converted into shares or resulted in the issuance of shares that then shared in the net income of the Company. In periods where losses are reported, the weighted average shares outstanding exclude potentially issuable shares described below, because their inclusion would be anti-dilutive.

At September 30, 2016 and 2015, there were 1.3 million and 1.7 million time-based share options; 1.2 million and 0.7 million performance based options; and 1.6 million and 1.2 million restricted share units outstanding, respectively. The number of options and share units for 2015 has been retroactively adjusted to reflect the reverse stock split effected on January 4, 2016. See Note 3 — Merger and Acquisitions for further details.

Basic and diluted earnings per share are as follows:



	Three Months Ended September 30,						Nine Months Ended September 30,
	2016			2015			2016			2015
Net (loss)/income attributable to Willis Towers Watson	$	(32	)	$	117		$	278		$	397

Basic average number of shares outstanding⁽ⁱ⁾	138			68			137			68
Dilutive effect of potentially issuable shares⁽ⁱ⁾	—			1			2			1
Diluted average number of shares outstanding⁽ⁱ⁾	138			69			139			69

Basic (loss)/earnings per share⁽ⁱ⁾	$	(0.23	)	$	1.72		$	2.03		$	5.84
Dilutive effect of potentially issuable shares⁽ⁱ⁾	—			(0.02		)	(0.03		)	(0.09		)
Diluted (loss)/earnings per share⁽ⁱ⁾	$	(0.23	)	$	1.70		$	2.00		$	5.75

____________________________


(i)	Shares outstanding, potentially issuable shares, basic and diluted earnings per share, and the dilutive effect of potentially issuable shares, for the three and nine months ended September 30, 2015 have been retroactively adjusted to reflect the reverse stock split effected on January 4, 2016. See Note 3 — Merger and Acquisitions for further details.

All options and RSUs were excluded from the computation of the dilutive effect for the three months ended September 30, 2016, because the Company reported a loss. Options to purchase 0.6 million shares were excluded from the computation of the dilutive effect of stock options for the three months ended September 30, 2015. Options to purchase 0.6 million and 0.5 million shares were not included in the computation of the dilutive effect of stock options for the nine months ended September 30, 2016 and 2015, respectively, because their effects were anti-dilutive. The number of options for 2015 has been retroactively adjusted to reflect the reverse stock split on January 4, 2016. See Note 3 — Merger and Acquisitions for further details.

Financial Information for Parent Guarantor, Other Guarantor Subsidiaries and Non-Guarantor Subsidiaries

9 Months Ended

Sep. 30, 2016

Financial Information for Parent Guarantor, Other Guarantor Subsidiaries and Non-Guarantor Subsidiaries

Willis North America Inc. (‘Willis North America’) had $148 million senior notes outstanding that were issued on July 1, 2005 that were subsequently repaid on July 1, 2015 and has $394 million of senior notes issued on March 28, 2007 and $187 million of senior notes issued on September 29, 2009.

All direct obligations under the senior notes are jointly and severally, irrevocably and fully and unconditionally guaranteed by Willis Netherlands Holdings B.V., Willis Investment U.K. Holdings Limited, TA I Limited, Trinity Acquisition plc (formerly Trinity Acquisition Limited), Willis Group Limited and additionally, effective from March 9, 2016, Willis Towers Watson Sub Holdings Limited and WTW Bermuda Holdings Ltd., collectively the ‘Other Guarantors’, and with Willis Towers Watson, the ‘Guarantor Companies’.

The debt securities that were issued by Willis North America and guaranteed by the entities described above, and for which the disclosures set forth below relate and are required under applicable SEC rules, were issued under an effective registration statement.

Presented below is condensed consolidating financial information for:


(i)	Willis Towers Watson, which is a guarantor, on a parent company only basis;


(ii)	the Other Guarantors, which are all 100 percent directly or indirectly owned subsidiaries of the parent and are all direct or indirect parents of the issuer;


(iii)	the Issuer, Willis North America;


(iv)	Other, which are the non-guarantor subsidiaries, on a combined basis;


(v)	Consolidating adjustments; and


(vi)	the Consolidated Company.

The equity method has been used for investments in subsidiaries in the condensed consolidating balance sheets as of September 30, 2016 of Willis Towers Watson, the Other Guarantors and the Issuer.

The entities included in the Other Guarantors column as of September 30, 2016 are Willis Towers Watson Sub Holdings Limited, Willis Netherlands Holdings B.V., Willis Investment U.K. Holdings Limited, TA I Limited, WTW Bermuda Holdings Ltd., Trinity Acquisition plc (formerly Trinity Acquisition Limited) and Willis Group Limited.

Unaudited Condensed Consolidated Statement of Operations



	Three Months Ended September 30, 2016
	Willis Towers Watson			The Other Guarantors			The Issuer			Other			Consolidating adjustments			Consolidated
Revenues
Commissions and fees	$	—		$	—		$	5		$	1,756		$	—		$	1,761
Interest and other income	—			—			—			16			—			16
Total revenues	—			—			5			1,772			—			1,777
Costs of providing services
Salaries and benefits	—			—			14			1,105			—			1,119
Other operating expenses	1			27			10			332			—			370
Depreciation	—			1			4			40			—			45
Amortization	—			—			—			157			—			157
Restructuring costs	—			7			7			35			—			49
Integration expenses	—			1			5			30			—			36
Total costs of providing services	1			36			40			1,699			—			1,776
(Loss)/income from operations	(1		)	(36		)	(35		)	73			—			1
Income from Group undertakings	—			(126		)	(61		)	(34		)	221			—
Expenses due to Group undertakings	—			13			48			160			(221		)	—
Interest expense	8			22			10			5			—			45
Other expense/(income), net	—			—			—			14			—			14
(LOSS)/INCOME FROM CONTINUING OPERATIONS BEFORE INCOME TAXES AND INTEREST IN EARNINGS OF ASSOCIATES	(9		)	55			(32		)	(72		)	—			(58		)
(Benefit from)/provision for income taxes	—			(9		)	(10		)	(7		)	—			(26		)
(LOSS)/INCOME FROM CONTINUING OPERATIONS BEFORE INTEREST IN EARNINGS OF ASSOCIATES	(9		)	64			(22		)	(65		)	—			(32		)
Interest in earnings of associates, net of tax	—			—			—			1			—			1
Equity account for subsidiaries	(23		)	(82		)	(29		)	—			134			—
NET (LOSS)/INCOME	(32		)	(18		)	(51		)	(64		)	134			(31		)
(Income)/loss attributable to non-controlling interests	—			—			—			(1		)	—			(1		)
NET (LOSS)/INCOME ATTRIBUTABLE TO WILLIS TOWERS WATSON	$	(32	)	$	(18	)	$	(51	)	$	(65	)	$	134		$	(32	)

Unaudited Condensed Consolidated Statement of Comprehensive Income



	Three Months Ended September 30, 2016
	Willis Towers Watson			The Other Guarantors			The Issuer			Other			Consolidating adjustments		Consolidated
Comprehensive (loss)/income before non-controlling interests	$	(72	)	$	(58	)	$	(77	)	$	(91	)	$	225	$	(73	)
Less: Comprehensive loss/(income) attributable to non-controlling interest	—			—			—			1			—		1
Comprehensive (loss)/income attributable to Willis Towers Watson	$	(72	)	$	(58	)	$	(77	)	$	(90	)	$	225	$	(72	)

Unaudited Condensed Consolidated Statement of Operations



	Three Months Ended September 30, 2015
	Willis Towers Watson			The Other Guarantors			The Issuer			Other			Consolidating adjustments			Consolidated
Revenues
Commissions and fees	$	—		$	—		$	6		$	835		$	—		$	841
Interest and other income	—			1			—			4			—			5
Total revenues	—			1			6			839			—			846
Costs of providing services
Salaries and benefits	—			1			18			551			—			570
Other operating expenses	2			24			13			138			—			177
Depreciation	—			1			4			20			—			25
Amortization	—			—			—			23			—			23
Restructuring costs	—			3			—			21			—			24
Total costs of providing services	2			29			35			753			—			819
(Loss)/income from operations	(2		)	(28		)	(29		)	86			—			27
Income from Group undertakings	—			(58		)	(66		)	(33		)	157			—
Expenses due to Group undertakings	—			8			53			96			(157		)	—
Interest expense	11			10			9			5			—			35
Other expense/(income), net	—			(2		)	—			(8		)	1			(9		)
(LOSS)/INCOME FROM CONTINUING OPERATIONS BEFORE INCOME TAXES AND INTEREST IN EARNINGS OF ASSOCIATES	(13		)	14			(25		)	26			(1		)	1
(Benefit from)/provision for income taxes	—			(4		)	(8		)	(100		)	—			(112		)
(LOSS)/INCOME FROM CONTINUING OPERATIONS BEFORE INTEREST IN EARNINGS OF ASSOCIATES	(13		)	18			(17		)	126			(1		)	113
Interest in earnings/(loss) of associates, net of tax	—			3			—			—			—			3
Equity account for subsidiaries	130			112			106			—			(348		)	—
NET INCOME/(LOSS)	117			133			89			126			(349		)	116
(Income)/loss attributable to non-controlling interests	—			—			—			1			—			1
NET INCOME/(LOSS) ATTRIBUTABLE TO WILLIS TOWERS WATSON	$	117		$	133		$	89		$	127		$	(349	)	$	117

Unaudited Condensed Consolidated Statement of Comprehensive Income



	Three Months Ended September 30, 2015
	Willis Towers Watson		The Other Guarantors		The Issuer		Other		Consolidating adjustments			Consolidated
Comprehensive income/(loss) before non-controlling interests	$	35	$	51	$	92	$	54	$	(202	)	$	30
Less: Comprehensive (income)/loss attributable to non-controlling interest	—		—		—		5		—			5
Comprehensive income/(loss) attributable to Willis Towers Watson	$	35	$	51	$	92	$	59	$	(202	)	$	35

Unaudited Condensed Consolidated Statement of Operations



	Nine Months Ended September 30, 2016
	Willis Towers Watson			The Other Guarantors			The Issuer			Other			Consolidating adjustments			Consolidated
Revenues
Commissions and fees	$	—		$	—		$	16		$	5,858		$	—		$	5,874
Interest and other income	—			1			—			85			—			86
Total revenues	—			1			16			5,943			—			5,960
Costs of providing services
Salaries and benefits	1			1			38			3,479			—			3,519
Other operating expenses	4			84			82			1,001			—			1,171
Depreciation	—			3			11			118			—			132
Amortization	—			—			—			443			—			443
Restructuring costs	—			18			23			74			—			115
Integration expenses	—			13			15			89			—			117
Total costs of providing services	5			119			169			5,204			—			5,497
(Loss)/income from operations	(5		)	(118		)	(153		)	739			—			463
Income from Group undertakings	—			(367		)	(177		)	(104		)	648			—
Expenses due to Group undertakings	—			53			134			461			(648		)	—
Interest expense	25			65			29			19			—			138
Other expense/(income), net	1			(2		)	—			27			—			26
(LOSS)/INCOME FROM CONTINUING OPERATIONS BEFORE INCOME TAXES AND INTEREST IN EARNINGS OF ASSOCIATES	(31		)	133			(139		)	336			—			299
(Benefit from)/provision for income taxes	—			(32		)	(41		)	84			—			11
(LOSS)/INCOME FROM CONTINUING OPERATIONS BEFORE INTEREST IN EARNINGS OF ASSOCIATES	(31		)	165			(98		)	252			—			288
Interest in earnings/(loss) of associates, net of tax	—			—			—			2			—			2
Equity account for subsidiaries	309			124			92			—			(525		)	—
NET INCOME/(LOSS)	278			289			(6		)	254			(525		)	290
(Income)/loss attributable to non-controlling interests	—			—			—			(12		)	—			(12		)
NET INCOME/(LOSS) ATTRIBUTABLE TO WILLIS TOWERS WATSON	$	278		$	289		$	(6	)	$	242		$	(525	)	$	278

Unaudited Condensed Consolidated Statement of Comprehensive Income



	Nine Months Ended September 30, 2016
	Willis Towers Watson		The Other Guarantors		The Issuer			Other			Consolidating adjustments			Consolidated
Comprehensive (loss)/income before non-controlling interests	$	94	$	104	$	(107	)	$	88		$	(83	)	$	96
Less: Comprehensive (income)/loss attributable to non-controlling interest	—		—		—			(2		)	—			(2		)
Comprehensive (loss)/income attributable to Willis Towers Watson	$	94	$	104	$	(107	)	$	86		$	(83	)	$	94

Unaudited Condensed Consolidated Statement of Operations



	Nine Months Ended September 30, 2015
	Willis Towers Watson			The Other Guarantors			The Issuer			Other			Consolidating adjustments			Consolidated
Revenues
Commissions and fees	$	—		$	—		$	10		$	2,829		$	—		$	2,839
Interest and other income	—			1			—			15			—			16
Total revenues	—			1			10			2,844			—			2,855
Costs of providing services
Salaries and benefits	1			1			60			1,636			—			1,698
Other operating expenses	11			79			24			402			—			516
Depreciation	—			4			12			54			—			70
Amortization	—			—			—			53			—			53
Restructuring costs	—			17			13			63			—			93
Total costs of providing services	12			101			109			2,208			—			2,430
(Loss)/income from operations	(12		)	(100		)	(99		)	636			—			425
Income from Group undertakings	—			(168		)	(178		)	(82		)	428			—
Expenses due to Group undertakings	—			23			142			263			(428		)	—
Interest expense	32			28			31			12			—			103
Other expense/(income), net	8			(2		)	—			(32		)	—			(26		)
(LOSS)/INCOME FROM CONTINUING OPERATIONS BEFORE INCOME TAXES AND INTEREST IN EARNINGS OF ASSOCIATES	(52		)	19			(94		)	475			—			348
(Benefit from)/provision for income taxes	—			(21		)	(30		)	14			—			(37		)
(LOSS)/INCOME FROM CONTINUING OPERATIONS BEFORE INTEREST IN EARNINGS OF ASSOCIATES	(52		)	40			(64		)	461			—			385
Interest in earnings/(loss) of associates, net of tax	—			7			—			10			—			17
Equity account for subsidiaries	449			398			202			—			(1,049		)	—
NET INCOME/(LOSS)	397			445			138			471			(1,049		)	402
(Income)/loss attributable to non-controlling interests	—			—			—			(5		)	—			(5		)
NET INCOME/(LOSS) ATTRIBUTABLE TO WILLIS TOWERS WATSON	$	397		$	445		$	138		$	466		$	(1,049	)	$	397

Unaudited Condensed Consolidated Statement of Comprehensive Income



	Nine Months Ended September 30, 2015
	Willis Towers Watson		The Other Guarantors		The Issuer		Other		Consolidating adjustments			Consolidated
Comprehensive income/(loss) before non-controlling interests	$	509	$	559	$	147	$	600	$	(1,308	)	$	507
Less: Comprehensive (income)/loss attributable to non-controlling interest	—		—		—		2		—			2
Comprehensive income/(loss) attributable to Willis Towers Watson	$	509	$	559	$	147	$	602	$	(1,308	)	$	509

Unaudited Condensed Consolidated Balance Sheet



	As of September 30, 2016
	Willis Towers Watson		The Other Guarantors		The Issuer		Other		Consolidating adjustments			Consolidated
ASSETS
Cash and cash equivalents	$	—	$	—	$	—	$	767	$	—		$	767
Fiduciary assets	—		—		—		11,604		—			11,604
Accounts receivable, net	—		—		5		2,038		—			2,043
Prepaid and other current assets	2		69		20		283		(55		)	319
Amounts due from group undertakings	7,431		5,567		1,189		2,374		(16,561		)	—
Total current assets	7,433		5,636		1,214		17,066		(16,616		)	14,733
Investments in subsidiaries	3,900		8,319		5,945		—		(18,164		)	—
Fixed assets, net	—		33		31		747		—			811
Goodwill	—		—		—		10,483		—			10,483
Other intangible assets, net	—		64		—		4,589		(64		)	4,589
Pension benefits assets	—		—		—		857		—			857
Other non-current assets	—		2		54		273		(1		)	328
Non-current amounts due from group undertakings	—		918		823		—		(1,741		)	—
Total non-current assets	3,900		9,336		6,853		16,949		(19,970		)	17,068
TOTAL ASSETS	$	11,333	$	14,972	$	8,067	$	34,015	$	(36,586	)	$	31,801
LIABILITIES AND EQUITY
Fiduciary liabilities	$	—	$	—	$	—	$	11,604	$	—		$	11,604
Deferred revenue and accrued expenses	1		15		23		1,307		(64		)	1,282
Short-term debt and current portion of long-term debt	—		22		394		103		—			519
Other current liabilities	69		67		4		727		(55		)	812
Amounts due to group undertakings	—		8,686		2,140		5,735		(16,561		)	—
Total current liabilities	70		8,790		2,561		19,476		(16,680		)	14,217
Long-term debt	496		2,395		186		190		—			3,267
Liability for pension benefits	—		—		—		1,089		—			1,089
Deferred tax liabilities	—		—		—		1,138		(1		)	1,137
Provision for liabilities	—		—		120		473		—			593
Other non-current liabilities	—		45		15		480		4			544
Amounts due to group undertakings	—		—		518		1,223		(1,741		)	—
Total non-current liabilities	496		2,440		839		4,593		(1,738		)	6,630
TOTAL LIABILITIES	566		11,230		3,400		24,069		(18,418		)	20,847
REDEEMABLE NONCONTROLLING INTEREST	—		—		—		53		—			53
EQUITY
Total Willis Towers Watson shareholders’ equity	10,767		3,742		4,667		9,759		(18,168		)	10,767
Noncontrolling interests	—		—		—		134		—			134
Total equity	10,767		3,742		4,667		9,893		(18,168		)	10,901
TOTAL LIABILITIES AND EQUITY	$	11,333	$	14,972	$	8,067	$	34,015	$	(36,586	)	$	31,801

Unaudited Condensed Consolidated Balance Sheet



	As of December 31, 2015
	Willis Towers Watson		The Other Guarantors			The Issuer			Other		Consolidating adjustments			Consolidated
ASSETS
Cash and cash equivalents	$	3	$	2		$	—		$	527	$	—		$	532
Fiduciary assets	—		—			—			10,458		—			10,458
Accounts receivable, net	—		—			7			1,251		—			1,258
Prepaid and other current assets	1		49			18			194		(7		)	255
Amounts due from group undertakings	3,423		1,684			822			1,259		(7,188		)	—
Total current assets	3,427		1,735			847			13,689		(7,195		)	12,503
Investments in subsidiaries	—		3,208			832			—		(4,040		)	—
Fixed assets, net	—		23			35			505		—			563
Goodwill	—		—			—			3,737		—			3,737
Other intangible assets, net	—		—			—			1,115		—			1,115
Pension benefits assets	—		—			—			623		—			623
Other non-current assets	—		8			2			288		—			298
Non-current amounts due from group undertakings	—		518			785			—		(1,303		)	—
Total non-current assets	—		3,757			1,654			6,268		(5,343		)	6,336
TOTAL ASSETS	$	3,427	$	5,492		$	2,501		$	19,957	$	(12,538	)	$	18,839
LIABILITIES AND EQUITY
Fiduciary liabilities	$	—	$	—		$	—		$	10,458	$	—		$	10,458
Deferred revenue and accrued expenses	1		13			55			683		—			752
Short-term debt and current portion of long-term debt	300		609			—			79		—			988
Other current liabilities	15		38			23			534		(7		)	603
Amounts due to group undertakings	—		4,141			1,545			1,502		(7,188		)	—
Total current liabilities	316		4,801			1,623			13,256		(7,195		)	12,801
Long-term debt	495		1,203			580			—		—			2,278
Liability for pension benefits	—		—			—			279		—			279
Deferred tax liabilities	—		1			—			239		—			240
Provision for liabilities	—		—			—			295		—			295
Investments in subsidiaries	387		—			—			—		(387		)	—
Other non-current liabilities	—		21			15			497		—			533
Non-current amounts due to group undertakings	—		—			518			785		(1,303		)	—
Total non-current liabilities	882		1,225			1,113			2,095		(1,690		)	3,625
TOTAL LIABILITIES	1,198		6,026			2,736			15,351		(8,885		)	16,426
REDEEMABLE NONCONTROLLING INTEREST	—		—			—			53		—			53
EQUITY
Total Willis Towers Watson shareholders’ equity	2,229		(534		)	(235		)	4,422		(3,653		)	2,229
Noncontrolling interests	—		—			—			131		—			131
Total equity	2,229		(534		)	(235		)	4,553		(3,653		)	2,360
TOTAL LIABILITIES AND EQUITY	$	3,427	$	5,492		$	2,501		$	19,957	$	(12,538	)	$	18,839

Unaudited Condensed Consolidated Statement of Cash Flows



	Nine Months Ended September 30, 2016
	Willis Towers Watson			The Other Guarantors			The Issuer			Other			Consolidating adjustments			Consolidated
NET CASH FROM/(USED IN) OPERATING ACTIVITIES	$	6		$	(130	)	$	(175	)	$	976		$	(69	)	$	608
CASH FLOWS FROM/(USED IN) INVESTING ACTIVITIES
Additions to fixed assets and software for internal use	—			(76		)	(8		)	(131		)	64			(151		)
Capitalized software costs	—			—			—			(64		)	—			(64		)
Acquisitions of operations, net of cash acquired	—			—			—			476			—			476
Other, net	—			—			1			16			5			22
Proceeds from intercompany investing activities	47			47			—			18			(112		)	—
Repayments of intercompany investing activities	(4,015		)	(3,953		)	—			(805		)	8,773			—
Reduction in investment in subsidiaries	4,600			3,600			—			—			(8,200		)	—
Additional investment in subsidiaries	—			(4,600		)	—			(3,600		)	8,200			—
Net cash from/(used in) investing activities	$	632		$	(4,982	)	$	(7	)	$	(4,090	)	$	8,730		$	283
CASH FLOWS (USED IN)/FROM FINANCING ACTIVITIES
Net (repayments)/borrowings on revolving credit facility	—			(389		)	—			—			—			(389		)
Senior notes issued	—			1,606			—			—			—			1,606
Proceeds from issue of other debt	—			400			—			4			—			404
Debt issuance costs	—			(14		)	—			—			—			(14		)
Repayments of debt	(300		)	(1,032		)	—			(529		)	—			(1,861		)
Repurchase of shares	(222		)	—			—			—			—			(222		)
Proceeds from issuance of shares and excess tax benefit	44			—			—			—			—			44
Payments of deferred and contingent consideration related to acquisitions	—			—			—			(64		)	—			(64		)
Dividends paid	(133		)	—			—			—			—			(133		)
Acquisitions of and dividends paid to noncontrolling interests	—			—			—			(17		)	—			(17		)
Proceeds from intercompany financing activities	—			4,557			199			4,017			(8,773		)	—
Repayments of intercompany financing activities	(30		)	(18		)	(17		)	(47		)	112			—
Net cash (used in)/from financing activities	$	(641	)	$	5,110		$	182		$	3,364		$	(8,661	)	$	(646	)
(DECREASE)/INCREASE IN CASH AND CASH EQUIVALENTS	(3		)	(2		)	—			250			—			245
Effect of exchange rate changes on cash and cash equivalents	—			—			—			(10		)	—			(10		)
CASH AND CASH EQUIVALENTS, BEGINNING OF PERIOD	3			2			—			527			—			532
CASH AND CASH EQUIVALENTS, END OF PERIOD	$	—		$	—		$	—		$	767		$	—		$	767

Unaudited Condensed Consolidated Statement of Cash Flows



	Nine Months Ended September 30, 2015
	Willis Towers Watson			The Other Guarantors			The Issuer			Other			Consolidating adjustments			Consolidated
NET CASH (USED IN)/FROM OPERATING ACTIVITIES	$	(16	)	$	96		$	5		$	28		$	—		$	113
CASH FLOWS FROM/(USED IN) INVESTING ACTIVITIES
Additions to fixed assets and software for internal use	—			(5		)	(6		)	(89		)	—			(100		)
Acquisitions of operations, net of cash acquired	—			—			—			(293		)	—			(293		)
Net proceeds from sale of operations	—			—			—			45			—			45
Proceeds from intercompany investing activities	160			49			82			149			(440		)	—
Repayments of intercompany investing activities	—			(268		)	—			(269		)	537			—
Additional investment in subsidiaries	—			(274		)	—			—			274			—
Net cash from/(used in) investing activities	$	160		$	(498	)	$	76		$	(457	)	$	371		$	(348	)
CASH FLOWS (USED IN)/FROM FINANCING ACTIVITIES
Net (repayments)/borrowings on revolving credit facility	—			420			—			—			—			420
Debt issuance costs	—			—			—			(1		)	—			(1		)
Repayments of debt	—			(11		)	(148		)	—			—			(159		)
Repurchase of shares	(82		)	—			—			—			—			(82		)
Proceeds from issuance of shares and excess tax benefit	95			—			—			279			(274		)	100
Dividends paid	(165		)	—			—			—			—			(165		)
Acquisitions of and dividends paid to noncontrolling interests	—			—			—			(19		)	—			(19		)
Proceeds from intercompany financing activities	—			202			67			268			(537		)	—
Repayments of intercompany financing activities	—			(208		)	—			(232		)	440			—
Net cash (used in)/from financing activities	$	(152	)	$	403		$	(81	)	$	295		$	(371	)	$	94
DECREASE IN CASH AND CASH EQUIVALENTS	(8		)	1			—			(134		)	—			(141		)
Effect of exchange rate changes on cash and cash equivalents	—			—			—			(28		)	—			(28		)
CASH AND CASH EQUIVALENTS, BEGINNING OF PERIOD	9			2			—			624			—			635
CASH AND CASH EQUIVALENTS, END OF PERIOD	$	1		$	3		$	—		$	462		$	—		$	466

Financial Information for Parent Issuer, Guarantor Subsidiaries and Non-Guarantor Subsidiaries

On March 17, 2011, the Company issued senior notes totaling $800 million in a registered public offering. On March 15, 2016, $300 million of these senior notes was repaid leaving $500 million outstanding. These debt securities were issued by Willis Towers Watson (‘WTW Debt Securities’) and are guaranteed by certain of the Company’s subsidiaries. Therefore, the Company is providing the condensed consolidating financial information below. The following wholly owned subsidiaries (directly or indirectly) fully and unconditionally guarantee the WTW Debt Securities on a joint and several basis: Willis Netherlands Holdings B.V., Willis Investment U.K. Holdings Limited, TA I Limited, Trinity Acquisition plc (formerly Trinity Acquisition Limited), Willis Group Limited, Willis North America, and additionally, effective from March 9, 2016, Willis Towers Watson Sub Holdings Limited and WTW Bermuda Holdings Ltd. (the ‘Guarantors’).

The guarantor structure described above differs from the guarantor structure associated with the senior notes issued by Willis North America (the ‘Willis North America Debt Securities’) (and for which condensed consolidating financial information is presented in Note 16) in that Willis Towers Watson is the Parent Issuer and Willis North America is a subsidiary guarantor.

Presented below is condensed consolidating financial information for:


(i)	Willis Towers Watson, which is the Parent Issuer;


(ii)	the Guarantors, which are all 100 percent directly or indirectly owned subsidiaries of the parent;


(iii)	Other, which are the non-guarantor subsidiaries, on a combined basis;


(iv)	Consolidating adjustments; and


(v)	the Consolidated Company.

The equity method has been used for investments in subsidiaries in the condensed consolidating balance sheets as of September 30, 2016 of Willis Towers Watson and the Guarantors.

Unaudited Condensed Consolidated Statement of Operations



	Three Months Ended September 30, 2016
	Willis Towers Watson — the Parent Issuer			The Guarantors			Other			Consolidating adjustments			Consolidated
Revenues
Commissions and fees	$	—		$	5		$	1,756		$	—		$	1,761
Interest and other income	—			—			16			—			16
Total revenues	—			5			1,772			—			1,777
Costs of providing services
Salaries and benefits	—			14			1,105			—			1,119
Other operating expenses	1			37			332			—			370
Depreciation	—			5			40			—			45
Amortization	—			—			157			—			157
Restructuring costs	—			14			35			—			49
Integration expenses	—			6			30			—			36
Total costs of providing services	1			76			1,699			—			1,776
(Loss)/income from operations	(1		)	(71		)	73			—			1
Income from Group undertakings	—			(159		)	(34		)	193			—
Expenses due to Group undertakings	—			33			160			(193		)	—
Interest expense	8			32			5			—			45
Other expense/(income), net	—			—			14			—			14
(LOSS)/INCOME FROM CONTINUING OPERATIONS BEFORE INCOME TAXES AND INTEREST IN EARNINGS OF ASSOCIATES	(9		)	23			(72		)	—			(58		)
(Benefit from)/provision for income taxes	—			(19		)	(7		)	—			(26		)
(LOSS)/INCOME FROM CONTINUING OPERATIONS BEFORE INTEREST IN EARNINGS OF ASSOCIATES	(9		)	42			(65		)	—			(32		)
Interest in earnings of associates, net of tax	—			—			1			—			1
Equity account for subsidiaries	(23		)	(60		)	—			83			—
NET (LOSS)/INCOME	(32		)	(18		)	(64		)	83			(31		)
(Income)/loss attributable to non-controlling interests	—			—			(1		)	—			(1		)
NET (LOSS)/INCOME ATTRIBUTABLE TO WILLIS TOWERS WATSON	$	(32	)	$	(18	)	$	(65	)	$	83		$	(32	)

Unaudited Condensed Consolidated Statement of Comprehensive Income



	Three Months Ended September 30, 2016
	Willis Towers Watson — the Parent Issuer			The Guarantors			Other			Consolidating adjustments		Consolidated
Comprehensive (loss)/income before non-controlling interests	$	(72	)	$	(58	)	$	(91	)	$	148	$	(73	)
Less: Comprehensive loss/(income) attributable to non-controlling interest	—			—			1			—		1
Comprehensive (loss)/income attributable to Willis Towers Watson	$	(72	)	$	(58	)	$	(90	)	$	148	$	(72	)

Unaudited Condensed Consolidated Statement of Operations



	Three Months Ended September 30, 2015
	Willis Towers Watson — the Parent Issuer			The Guarantors			Other			Consolidating adjustments			Consolidated
Revenues
Commissions and fees	$	—		$	6		$	835		$	—		$	841
Interest and other income	—			1			4			—			5
Total revenues	—			7			839			—			846
Costs of providing services
Salaries and benefits	—			19			551			—			570
Other operating expenses	2			37			138			—			177
Depreciation	—			5			20			—			25
Amortization	—			—			23			—			23
Restructuring costs	—			3			21			—			24
Total costs of providing services	2			64			753			—			819
(Loss)/income from operations	(2		)	(57		)	86			—			27
Income from Group undertakings	—			(97		)	(33		)	130			—
Expenses due to Group undertakings	—			34			96			(130		)	—
Interest expense	11			19			5			—			35
Other expense/(income), net	—			(2		)	(8		)	1			(9		)
(LOSS)/INCOME FROM CONTINUING OPERATIONS BEFORE INCOME TAXES AND INTEREST IN EARNINGS OF ASSOCIATES	(13		)	(11		)	26			(1		)	1
(Benefit from)/provision for income taxes	—			(12		)	(100		)	—			(112		)
(LOSS)/INCOME FROM CONTINUING OPERATIONS BEFORE INTEREST IN EARNINGS OF ASSOCIATES	(13		)	1			126			(1		)	113
Interest in earnings/(loss) of associates, net of tax	—			3			—			—			3
Equity account for subsidiaries	130			129			—			(259		)	—
NET INCOME/(LOSS)	117			133			126			(260		)	116
(Income)/loss attributable to non-controlling interests	—			—			1			—			1
NET INCOME/(LOSS) ATTRIBUTABLE TO WILLIS TOWERS WATSON	$	117		$	133		$	127		$	(260	)	$	117

Unaudited Condensed Consolidated Statement of Comprehensive Income



	Three Months Ended September 30, 2015
	Willis Towers Watson — the Parent Issuer		The Guarantors		Other		Consolidating adjustments			Consolidated
Comprehensive income/(loss) before non-controlling interests	$	35	$	51	$	54	$	(110	)	$	30
Less: Comprehensive (income)/loss attributable to non-controlling interest	—		—		5		—			5
Comprehensive income/(loss) attributable to Willis Towers Watson	$	35	$	51	$	59	$	(110	)	$	35

Unaudited Condensed Consolidated Statement of Operations



	Nine Months Ended September 30, 2016
	Willis Towers Watson — the Parent Issuer			The Guarantors			Other			Consolidating adjustments			Consolidated
Revenues
Commissions and fees	$	—		$	16		$	5,858		$	—		$	5,874
Interest and other income	—			1			85			—			86
Total revenues	—			17			5,943			—			5,960
Costs of providing services
Salaries and benefits	1			39			3,479			—			3,519
Other operating expenses	4			166			1,001			—			1,171
Depreciation	—			14			118			—			132
Amortization	—			—			443			—			443
Restructuring costs	—			41			74			—			115
Integration expenses	—			28			89			—			117
Total costs of providing services	5			288			5,204			—			5,497
(Loss)/income from operations	(5		)	(271		)	739			—			463
Income from Group undertakings	—			(461		)	(104		)	565			—
Expenses due to Group undertakings	—			104			461			(565		)	—
Interest expense	25			94			19			—			138
Other expense/(income), net	1			(2		)	27			—			26
(LOSS)/INCOME FROM CONTINUING OPERATIONS BEFORE INCOME TAXES AND INTEREST IN EARNINGS OF ASSOCIATES	(31		)	(6		)	336			—			299
(Benefit from)/provision for income taxes	—			(73		)	84			—			11
(LOSS)/INCOME FROM CONTINUING OPERATIONS BEFORE INTEREST IN EARNINGS OF ASSOCIATES	(31		)	67			252			—			288
Interest in earnings/(loss) of associates, net of tax	—			—			2			—			2
Equity account for subsidiaries	309			222			—			(531		)	—
NET INCOME/(LOSS)	278			289			254			(531		)	290
(Income)/loss attributable to non-controlling interests	—			—			(12		)	—			(12		)
NET INCOME/(LOSS) ATTRIBUTABLE TO WILLIS TOWERS WATSON	$	278		$	289		$	242		$	(531	)	$	278

Unaudited Condensed Consolidated Statement of Comprehensive Income



	Nine Months Ended September 30, 2016
	Willis Towers Watson — the Parent Issuer		The Guarantors		Other			Consolidating adjustments			Consolidated
Comprehensive income/(loss) before non-controlling interests	$	94	$	104	$	88		$	(190	)	$	96
Less: Comprehensive (income)/loss attributable to non-controlling interest	—		—		(2		)	—			(2		)
Comprehensive income/(loss) attributable to Willis Towers Watson	$	94	$	104	$	86		$	(190	)	$	94

Unaudited Condensed Consolidated Statement of Operations



	Nine Months Ended September 30, 2015
	Willis Towers Watson — the Parent Issuer			The Guarantors			Other			Consolidating adjustments			Consolidated
Revenues
Commissions and fees	$	—		$	10		$	2,829		$	—		$	2,839
Interest and other income	—			1			15			—			16
Total revenues	—			11			2,844			—			2,855
Costs of providing services
Salaries and benefits	1			61			1,636			—			1,698
Other operating expenses	11			103			402			—			516
Depreciation	—			16			54			—			70
Amortization	—			—			53			—			53
Restructuring costs	—			30			63			—			93
Total costs of providing services	12			210			2,208			—			2,430
(Loss)/income from operations	(12		)	(199		)	636			—			425
Income from Group undertakings	—			(264		)	(82		)	346			—
Expenses due to Group undertakings	—			83			263			(346		)	—
Interest expense	32			59			12			—			103
Other expense/(income), net	8			(2		)	(32		)	—			(26		)
(LOSS)/INCOME FROM CONTINUING OPERATIONS BEFORE INCOME TAXES AND INTEREST IN EARNINGS OF ASSOCIATES	(52		)	(75		)	475			—			348
(Benefit from)/provision for income taxes	—			(51		)	14			—			(37		)
(LOSS)/INCOME FROM CONTINUING OPERATIONS BEFORE INTEREST IN EARNINGS OF ASSOCIATES	(52		)	(24		)	461			—			385
Interest in earnings/(loss) of associates, net of tax	—			7			10			—			17
Equity account for subsidiaries	449			462			—			(911		)	—
NET INCOME/(LOSS)	397			445			471			(911		)	402
(Income)/loss attributable to non-controlling interests	—			—			(5		)	—			(5		)
NET INCOME/(LOSS) ATTRIBUTABLE TO WILLIS TOWERS WATSON	$	397		$	445		$	466		$	(911	)	$	397

Unaudited Condensed Consolidated Statement of Comprehensive Income



	Nine Months Ended September 30, 2015
	Willis Towers Watson — the Parent Issuer		The Guarantors		Other		Consolidating adjustments			Consolidated
Comprehensive income/(loss) before non-controlling interests	$	509	$	559	$	600	$	(1,161	)	$	507
Less: Comprehensive loss attributable to non-controlling interest	—		—		2		—			2
Comprehensive income/(loss) attributable to Willis Towers Watson	$	509	$	559	$	602	$	(1,161	)	$	509

Unaudited Condensed Consolidated Balance Sheet



	As of September 30, 2016
	Willis Towers Watson — the Parent Issuer		The Guarantors		Other		Consolidating adjustments			Consolidated
ASSETS
Cash and cash equivalents	$	—	$	—	$	767	$	—		$	767
Fiduciary assets	—		—		11,604		—			11,604
Accounts receivable, net	—		5		2,038		—			2,043
Prepaid and other current assets	2		89		283		(55		)	319
Amounts due from group undertakings	7,431		5,496		2,374		(15,301		)	—
Total current assets	7,433		5,590		17,066		(15,356		)	14,733
Investments in subsidiaries	3,900		9,596		—		(13,496		)	—
Fixed assets, net	—		64		747		—			811
Goodwill	—		—		10,483		—			10,483
Other intangible assets, net	—		64		4,589		(64		)	4,589
Pension benefits assets	—		—		857		—			857
Other non-current assets	—		56		273		(1		)	328
Non-current amounts due from group undertakings	—		1,223		—		(1,223		)	—
Total non-current assets	3,900		11,003		16,949		(14,784		)	17,068
TOTAL ASSETS	$	11,333	$	16,593	$	34,015	$	(30,140	)	$	31,801
LIABILITIES AND EQUITY
Fiduciary liabilities	$	—	$	—	$	11,604	$	—		$	11,604
Deferred revenue and accrued expenses	1		38		1,307		(64		)	1,282
Short-term debt and current portion of long-term debt	—		416		103		—			519
Other current liabilities	69		71		727		(55		)	812
Amounts due to group undertakings	—		9,566		5,735		(15,301		)	—
Total current liabilities	70		10,091		19,476		(15,420		)	14,217
Long-term debt	496		2,581		190		—			3,267
Liability for pension benefits	—		—		1,089		—			1,089
Deferred tax liabilities	—		—		1,138		(1		)	1,137
Provision for liabilities	—		120		473		—			593
Other non-current liabilities	—		59		480		5			544
Non-current amounts due to group undertakings	—		—		1,223		(1,223		)	—
Total non-current liabilities	496		2,760		4,593		(1,219		)	6,630
TOTAL LIABILITIES	566		12,851		24,069		(16,639		)	20,847
REDEEMABLE NONCONTROLLING INTEREST	—		—		53		—			53
EQUITY
Total Willis Towers Watson shareholders’ equity	10,767		3,742		9,759		(13,501		)	10,767
Noncontrolling interests	—		—		134		—			134
Total equity	10,767		3,742		9,893		(13,501		)	10,901
TOTAL LIABILITIES AND EQUITY	$	11,333	$	16,593	$	34,015	$	(30,140	)	$	31,801

Unaudited Condensed Consolidated Balance Sheet



	As of December 31, 2015
	Willis Towers Watson — the Parent Issuer		The Guarantors			Other		Consolidating adjustments			Consolidated
ASSETS
Cash and cash equivalents	$	3	$	2		$	527	$	—		$	532
Fiduciary assets	—		—			10,458		—			10,458
Accounts receivable, net	—		7			1,251		—			1,258
Prepaid and other current assets	1		67			194		(7		)	255
Amounts due from group undertakings	3,423		1,257			1,259		(5,939		)	—
Total current assets	3,427		1,333			13,689		(5,946		)	12,503
Investments in subsidiaries	—		4,275			—		(4,275		)	—
Fixed assets, net	—		58			505		—			563
Goodwill	—		—			3,737		—			3,737
Other intangible assets, net	—		—			1,115		—			1,115
Pension benefits assets	—		—			623		—			623
Other non-current assets	—		10			288		—			298
Non-current amounts due from group undertakings	—		785			—		(785		)	—
Total non-current assets	—		5,128			6,268		(5,060		)	6,336
TOTAL ASSETS	$	3,427	$	6,461		$	19,957	$	(11,006	)	$	18,839
LIABILITIES AND EQUITY
Fiduciary liabilities	$	—	$	—		$	10,458	$	—		$	10,458
Deferred revenue and accrued expenses	1		68			683		—			752
Short-term debt and current portion of long-term debt	300		609			79		—			988
Other current liabilities	15		61			534		(7		)	603
Amounts due to group undertakings	—		4,437			1,502		(5,939		)	—
Total current liabilities	316		5,175			13,256		(5,946		)	12,801
Investments in subsidiaries	387		—			—		(387		)	—
Long-term debt	495		1,783			—		—			2,278
Liability for pension benefits	—		—			279		—			279
Deferred tax liabilities	—		1			239		—			240
Provision for liabilities	—		—			295		—			295
Other non-current liabilities	—		36			497		—			533
Non-current amounts due to group undertakings	—		—			785		(785		)	—
Total non-current liabilities	882		1,820			2,095		(1,172		)	3,625
TOTAL LIABILITIES	1,198		6,995			15,351		(7,118		)	16,426
REDEEMABLE NONCONTROLLING INTEREST	—		—			53		—			53
EQUITY
Total Willis Towers Watson shareholders’ equity	2,229		(534		)	4,422		(3,888		)	2,229
Noncontrolling interests	—		—			131		—			131
Total equity	2,229		(534		)	4,553		(3,888		)	2,360
TOTAL LIABILITIES AND EQUITY	$	3,427	$	6,461		$	19,957	$	(11,006	)	$	18,839

Unaudited Condensed Consolidated Statement of Cash Flows



	Nine Months Ended September 30, 2016
	Willis Towers Watson — the Parent Issuer			The Guarantors			Other			Consolidating adjustments			Consolidated
NET CASH FROM/(USED IN) OPERATING ACTIVITIES	$	6		$	(305	)	$	976		$	(69	)	$	608
CASH FLOWS FROM/(USED IN) INVESTING ACTIVITIES
Additions to fixed assets and software for internal use	—			(84		)	(131		)	64			(151		)
Capitalized software costs	—			—			(64		)	—			(64		)
Acquisitions of operations, net of cash acquired	—			—			476			—			476
Other, net	—			1			16			5			22
Proceeds from intercompany investing activities	47			30			18			(95		)	—
Repayments of intercompany investing activities	(4,015		)	(3,953		)	(805		)	8,773			—
Reduction in investment in subsidiaries	4,600			3,600			—			(8,200		)	—
Additional investment in subsidiaries	—			(4,600		)	(3,600		)	8,200			—
Net cash from/(used in) investing activities	$	632		$	(5,006	)	$	(4,090	)	$	8,747		$	283
CASH FLOWS (USED IN)/FROM FINANCING ACTIVITIES
Net (repayments)/borrowings on revolving credit facility	—			(389		)	—			—			(389		)
Senior notes issued	—			1,606			—			—			1,606
Proceeds from issue of other debt	—			400			4			—			404
Debt issuance costs	—			(14		)	—			—			(14		)
Repayments of debt	(300		)	(1,032		)	(529		)	—			(1,861		)
Repurchase of shares	(222		)	—			—			—			(222		)
Proceeds from issuance of shares and excess tax benefit	44			—			—			—			44
Payments of deferred and contingent consideration related to acquisitions	—			—			(64		)	—			(64		)
Dividends paid	(133		)	—			—			—			(133		)
Acquisitions of and dividends paid to noncontrolling interests	—			—			(17		)	—			(17		)
Proceeds from intercompany financing activities	—			4,756			4,017			(8,773		)	—
Repayments of intercompany financing activities	(30		)	(18		)	(47		)	95			—
Net cash (used in)/from financing activities	$	(641	)	$	5,309		$	3,364		$	(8,678	)	$	(646	)
(DECREASE)/INCREASE IN CASH AND CASH EQUIVALENTS	(3		)	(2		)	250			—			245
Effect of exchange rate changes on cash and cash equivalents	—			—			(10		)	—			(10		)
CASH AND CASH EQUIVALENTS, BEGINNING OF PERIOD	3			2			527			—			532
CASH AND CASH EQUIVALENTS, END OF PERIOD	$	—		$	—		$	767		$	—		$	767

Unaudited Condensed Consolidated Statement of Cash Flows



	Nine Months Ended September 30, 2015
	Willis Towers Watson — the Parent Issuer			The Guarantors			Other			Consolidating adjustments			Consolidated
NET CASH (USED IN)/FROM OPERATING ACTIVITIES	$	(16	)	$	101		$	28		$	—		$	113
CASH FLOWS FROM/(USED IN) INVESTING ACTIVITIES
Additions to fixed assets and software for internal use	—			(11		)	(89		)	—			(100		)
Acquisitions of operations, net of cash acquired	—			—			(293		)	—			(293		)
Net proceeds from sale of operations	—			—			45			—			45
Proceeds from intercompany investing activities	160			131			149			(440		)	—
Repayments of intercompany investing activities	—			(268		)	(269		)	537			—
Additional investment in subsidiaries	—			(274		)	—			274			—
Net cash from/(used in) investing activities	$	160		$	(422	)	$	(457	)	$	371		$	(348	)
CASH FLOWS (USED IN)/FROM FINANCING ACTIVITIES
Net (repayments)/borrowings on revolving credit facility	—			420			—			—			420
Debt issuance costs	—			—			(1		)	—			(1		)
Repayments of debt	—			(159		)	—			—			(159		)
Repurchase of shares	(82		)	—			—			—			(82		)
Proceeds from issuance of shares and excess tax benefit	95			—			279			(274		)	100
Dividends paid	(165		)	—			—			—			(165		)
Acquisitions of and dividends paid to noncontrolling interests	—			—			(19		)	—			(19		)
Proceeds from intercompany financing activities	—			269			268			(537		)	—
Repayments of intercompany financing activities	—			(208		)	(232		)	440			—
Net cash (used in)/from financing activities	$	(152	)	$	322		$	295		$	(371	)	$	94
DECREASE IN CASH AND CASH EQUIVALENTS	(8		)	1			(134		)	—			(141		)
Effect of exchange rate changes on cash and cash equivalents	—			—			(28		)	—			(28		)
CASH AND CASH EQUIVALENTS, BEGINNING OF PERIOD	9			2			624			—			635
CASH AND CASH EQUIVALENTS, END OF PERIOD	$	1		$	3		$	462		$	—		$	466

Financial Information for Issuer, Parent Guarantor, Other Guarantor Subsidiaries and Non-Guarantor Subsidiaries

Trinity Acquisition plc (formerly Trinity Acquisition Limited) has $2.1 billion of senior notes outstanding, of which $525 million were issued on August 15, 2013, $1.0 billion were issued on March 15, 2016 and €540 million ($609 million) were issued on May 26, 2016.

All direct obligations under the senior notes were jointly and severally, irrevocably and fully and unconditionally guaranteed by Willis Netherlands Holdings B.V., Willis Investment U.K. Holdings Limited, TA I Limited, Willis Group Limited and Willis North America Inc., and additionally, effective from March 9, 2016, Willis Towers Watson Sub Holdings Limited and WTW Bermuda Holdings Ltd., collectively the ‘Other Guarantors’, and with Willis Towers Watson, the ‘Guarantor Companies’.

The guarantor structure described above differs from the guarantor structure associated with the senior notes issued by the Company and Willis North America (the ‘Willis North America Debt Securities’) in that Trinity Acquisition plc (formerly Trinity Acquisition Limited) is the issuer and not a subsidiary guarantor, and Willis North America Inc. is a subsidiary guarantor.

Presented below is condensed consolidating financial information for:


(i)	Willis Towers Watson, which is a guarantor, on a parent company only basis;

(ii)

the Other Guarantors, which are all wholly owned subsidiaries (directly or indirectly) of the parent. Willis Towers Watson Sub Holdings Limited, Willis Netherlands Holdings B.V, Willis Investment U.K. Holdings Limited, TA I Limited and WTW Bermuda Holdings Ltd. are all direct or indirect parents of the issuer and Willis Group Limited and Willis North America Inc., are direct or indirect wholly owned subsidiaries or the issuer;


(iii)	Trinity Acquisition plc (formerly Trinity Acquisition Limited), which is the issuer and is a 100 percent indirectly owned subsidiary of the parent;


(iv)	Other, which are the non-guarantor subsidiaries, on a combined basis;


(v)	Consolidating adjustments; and


(vi)	the Consolidated Company.

The equity method has been used for investments in subsidiaries in the condensed consolidating balance sheets as of September 30, 2016 of Willis Towers Watson, the Other Guarantors and the Issuer.

The entities included in the Other Guarantors column as of September 30, 2016 are Willis Towers Watson Sub Holdings Limited, Willis Netherlands Holdings B.V., Willis Investment U.K. Holdings Limited, Willis North America Inc., TA I Limited, WTW Bermuda Holdings Ltd. and Willis Group Limited.

Unaudited Condensed Consolidated Statement of Operations



	Three Months Ended September 30, 2016
	Willis Towers Watson			The Other Guarantors			The Issuer			Other			Consolidating adjustments			Consolidated
Revenues
Commissions and fees	$	—		$	5		$	—		$	1,756		$	—		$	1,761
Interest and other income	—			—			—			16			—			16
Total revenues	—			5			—			1,772			—			1,777
Costs of providing services
Salaries and benefits	—			14			—			1,105			—			1,119
Other operating expenses	1			37			—			332			—			370
Depreciation	—			5			—			40			—			45
Amortization	—			—			—			157			—			157
Restructuring costs	—			14			—			35			—			49
Integration expenses	—			6			—			30			—			36
Total costs of providing services	1			76			—			1,699			—			1,776
(Loss)/income from operations	(1		)	(71		)	—			73			—			1
Income from Group undertakings	—			(155		)	(34		)	(34		)	223			—
Expenses due to Group undertakings	—			57			6			160			(223		)	—
Interest expense	8			10			22			5			—			45
Other expense/(income), net	—			—			—			14			—			14
(LOSS)/INCOME FROM CONTINUING OPERATIONS BEFORE INCOME TAXES AND INTEREST IN EARNINGS OF ASSOCIATES	(9		)	17			6			(72		)	—			(58		)
(Benefit from)/provision for income taxes	—			(19		)	—			(7		)	—			(26		)
(LOSS)/INCOME FROM CONTINUING OPERATIONS BEFORE INTEREST IN EARNINGS OF ASSOCIATES	(9		)	36			6			(65		)	—			(32		)
Interest in earnings of associates, net of tax	—			—			—			1			—			1
Equity account for subsidiaries	(23		)	(54		)	(55		)	—			132			—
NET (LOSS)/INCOME	(32		)	(18		)	(49		)	(64		)	132			(31		)
(Income)/loss attributable to non-controlling interests	—			—			—			(1		)	—			(1		)
NET (LOSS)/INCOME ATTRIBUTABLE TO WILLIS TOWERS WATSON	$	(32	)	$	(18	)	$	(49	)	$	(65	)	$	132		$	(32	)

Unaudited Condensed Consolidated Statement of Comprehensive Income



	Three Months Ended September 30, 2016
	Willis Towers Watson			The Other Guarantors			The Issuer			Other			Consolidating adjustments		Consolidated
Comprehensive (loss)/income before non-controlling interests	$	(72	)	$	(58	)	$	(59	)	$	(91	)	$	207	$	(73	)
Less: Comprehensive loss attributable to non-controlling interest	—			—			—			1			—		1
Comprehensive (loss)/income attributable to Willis Towers Watson	$	(72	)	$	(58	)	$	(59	)	$	(90	)	$	207	$	(72	)

Unaudited Condensed Consolidated Statement of Operations



	Three Months Ended September 30, 2015
	Willis Towers Watson			The Other Guarantors			The Issuer			Other			Consolidating adjustments			Consolidated
Revenues
Commissions and fees	$	—		$	6		$	—		$	835		$	—		$	841
Interest and other income	—			1			—			4			—			5
Total revenues	—			7			—			839			—			846
Costs of providing services
Salaries and benefits	—			19			—			551			—			570
Other operating expenses	2			37			—			138			—			177
Depreciation	—			5			—			20			—			25
Amortization	—			—			—			23			—			23
Restructuring costs	—			3			—			21			—			24
Integration expenses	—			—			—			—			—			—
Total costs of providing services	2			64			—			753			—			819
(Loss)/income from operations	(2		)	(57		)	—			86			—			27
Income from Group undertakings	—			(96		)	(24		)	(33		)	153			—
Expenses due to Group undertakings	—			58			(1		)	96			(153		)	—
Interest expense	11			9			10			5			—			35
Other expense/(income), net	—			(2		)	—			(8		)	1			(9		)
(LOSS)/INCOME FROM CONTINUING OPERATIONS BEFORE INCOME TAXES AND INTEREST IN EARNINGS OF ASSOCIATES	(13		)	(26		)	15			26			(1		)	1
(Benefit from)/provision for income taxes	—			(14		)	2			(100		)	—			(112		)
(LOSS)/INCOME FROM CONTINUING OPERATIONS BEFORE INTEREST IN EARNINGS OF ASSOCIATES	(13		)	(12		)	13			126			(1		)	113
Interest in earnings/(loss) of associates, net of tax	—			3			—			—			—			3
Equity account for subsidiaries	130			142			114			—			(386		)	—
NET INCOME/(LOSS)	117			133			127			126			(387		)	116
Loss attributable to non-controlling interests	—			—			—			1			—			1
NET INCOME/(LOSS) ATTRIBUTABLE TO WILLIS TOWERS WATSON	$	117		$	133		$	127		$	127		$	(387	)	$	117

Unaudited Condensed Consolidated Statement of Comprehensive Income



	Three Months Ended September 30, 2015
	Willis Towers Watson		The Other Guarantors		The Issuer		Other		Consolidating adjustments			Consolidated
Comprehensive income/(loss) before non-controlling interests	$	35	$	51	$	48	$	54	$	(158	)	$	30
Less: Comprehensive loss attributable to non-controlling interest	—		—		—		5		—			5
Comprehensive income/(loss) attributable to Willis Towers Watson	$	35	$	51	$	48	$	59	$	(158	)	$	35

Unaudited Condensed Consolidated Statement of Operations



	Nine Months Ended September 30, 2016
	Willis Towers Watson			The Other Guarantors			The Issuer			Other			Consolidating adjustments			Consolidated
Revenues
Commissions and fees	$	—		$	16		$	—		$	5,858		$	—		$	5,874
Interest and other income	—			1			—			85			—			86
Total revenues	—			17			—			5,943			—			5,960
Costs of providing services
Salaries and benefits	1			39			—			3,479			—			3,519
Other operating expenses	4			166			—			1,001			—			1,171
Depreciation	—			14			—			118			—			132
Amortization	—			—			—			443			—			443
Restructuring costs	—			41			—			74			—			115
Integration expenses	—			28			—			89			—			117
Total costs of providing services	5			288			—			5,204			—			5,497
(Loss)/income from operations	(5		)	(271		)	—			739			—			463
Income from Group undertakings	—			(451		)	(98		)	(104		)	653			—
Expenses due to Group undertakings	—			173			19			461			(653		)	—
Interest expense	25			28			66			19			—			138
Other expense/(income), net	1			(2		)	—			27			—			26
(LOSS)/INCOME FROM CONTINUING OPERATIONS BEFORE INCOME TAXES AND INTEREST IN EARNINGS OF ASSOCIATES	(31		)	(19		)	13			336			—			299
(Benefit from)/provision for income taxes	—			(74		)	1			84			—			11
(LOSS)/INCOME FROM CONTINUING OPERATIONS BEFORE INTEREST IN EARNINGS OF ASSOCIATES	(31		)	55			12			252			—			288
Interest in earnings/(loss) of associates, net of tax	—			—			—			2			—			2
Equity account for subsidiaries	309			234			57			—			(600		)	—
NET INCOME/(LOSS)	278			289			69			254			(600		)	290
(Income) attributable to non-controlling interests	—			—			—			(12		)	—			(12		)
NET INCOME/(LOSS) ATTRIBUTABLE TO WILLIS TOWERS WATSON	$	278		$	289		$	69		$	242		$	(600	)	$	278

Unaudited Condensed Consolidated Statement of Comprehensive Income



	Nine Months Ended September 30, 2016
	Willis Towers Watson		The Other Guarantors		The Issuer			Other			Consolidating adjustments			Consolidated
Comprehensive income/(loss) before non-controlling interests	$	94	$	104	$	(3	)	$	88		$	(187	)	$	96
Less: Comprehensive (income) attributable to non-controlling interest	—		—		—			(2		)	—			(2		)
Comprehensive income/(loss) attributable to Willis Towers Watson	$	94	$	104	$	(3	)	$	86		$	(187	)	$	94

Unaudited Condensed Consolidated Statement of Operations



	Nine Months Ended September 30, 2015
	Willis Towers Watson			The Other Guarantors			The Issuer			Other			Consolidating adjustments			Consolidated
Revenues
Commissions and fees	$	—		$	10		$	—		$	2,829		$	—		$	2,839
Interest and other income	—			1			—			15			—			16
Total revenues	—			11			—			2,844			—			2,855
Costs of providing services
Salaries and benefits	1			61			—			1,636			—			1,698
Other operating expenses	11			103			—			402			—			516
Depreciation	—			16			—			54			—			70
Amortization	—			—			—			53			—			53
Restructuring costs	—			30			—			63			—			93
Integration expenses	—			—			—			—			—			—
Total costs of providing services	12			210			—			2,208			—			2,430
(Loss)/income from operations	(12		)	(199		)	—			636			—			425
Income from Group undertakings	—			(276		)	(69		)	(82		)	427			—
Expenses due to Group undertakings	—			151			13			263			(427		)	—
Interest expense	32			30			29			12			—			103
Other expense/(income), net	8			(2		)	—			(32		)	—			(26		)
(LOSS) INCOME FROM CONTINUING OPERATIONS BEFORE INCOME TAXES AND INTEREST IN EARNINGS OF ASSOCIATES	(52		)	(102		)	27			475			—			348
(Benefit from)/provision for income taxes	—			(56		)	5			14			—			(37		)
(LOSS)/INCOME FROM CONTINUING OPERATIONS BEFORE INTEREST IN EARNINGS OF ASSOCIATES	(52		)	(46		)	22			461			—			385
Interest in earnings/(loss) of associates, net of tax	—			7			—			10			—			17
Equity account for subsidiaries	449			484			375			—			(1,308		)	—
NET INCOME/(LOSS)	397			445			397			471			(1,308		)	402
(Income) attributable to non-controlling interests	—			—			—			(5		)	—			(5		)
NET INCOME/(LOSS) ATTRIBUTABLE TO WILLIS TOWERS WATSON	$	397		$	445		$	397		$	466		$	(1,308	)	$	397

Unaudited Condensed Consolidated Statement of Comprehensive Income



	Nine Months Ended September 30, 2015
	Willis Towers Watson		The Other Guarantors		The Issuer		Other		Consolidating adjustments			Consolidated
Comprehensive income/(loss) before non-controlling interests	$	509	$	559	$	522	$	600	$	(1,683	)	$	507
Less: Comprehensive loss attributable to non-controlling interest	—		—		—		2		—			2
Comprehensive income/(loss) attributable to Willis Towers Watson	$	509	$	559	$	522	$	602	$	(1,683	)	$	509

Unaudited Condensed Consolidated Balance Sheet



	As of September 30, 2016
	Willis Towers Watson		The Other Guarantors		The Issuer		Other		Consolidating adjustments			Consolidated
ASSETS
Cash and cash equivalents	$	—	$	—	$	—	$	767	$	—		$	767
Fiduciary assets	—		—		—		11,604		—			11,604
Accounts receivable, net	—		5		—		2,038		—			2,043
Prepaid and other current assets	2		94		2		283		(62		)	319
Amounts due from group undertakings	7,431		4,549		1,750		2,374		(16,104		)	—
Total current assets	7,433		4,648		1,752		17,066		(16,166		)	14,733
Investments in subsidiaries	3,900		9,401		8,141		—		(21,442		)	—
Fixed assets, net	—		64		—		747		—			811
Goodwill	—		—		—		10,483		—			10,483
Other intangible assets, net	—		64		—		4,589		(64		)	4,589
Pension benefits assets	—		—		—		857		—			857
Other non-current assets	—		56		—		273		(1		)	328
Non-current amounts due from group undertakings	—		1,253		918		—		(2,171		)	—
Total non-current assets	3,900		10,838		9,059		16,949		(23,678		)	17,068
TOTAL ASSETS	$	11,333	$	15,486	$	10,811	$	34,015	$	(39,844	)	$	31,801
LIABILITIES AND EQUITY
Fiduciary liabilities	$	—	$	—	$	—	$	11,604	$	—		$	11,604
Deferred revenue and accrued expenses	1		36		2		1,307		(64		)	1,282
Short-term debt and current portion of long-term debt	—		394		22		103		—			519
Other current liabilities	69		62		16		727		(62		)	812
Amounts due to group undertakings	—		10,369		—		5,735		(16,104		)	—
Total current liabilities	70		10,861		40		19,476		(16,230		)	14,217
Long-term debt	496		186		2,395		190		—			3,267
Liability for pension benefits	—		—		—		1,089		—			1,089
Deferred tax liabilities	—		—		—		1,138		(1		)	1,137
Provision for liabilities	—		120		—		473		—			593
Other non-current liabilities	—		59		—		480		5			544
Non-current amounts due to group undertakings	—		518		430		1,223		(2,171		)	—
Total non-current liabilities	496		883		2,825		4,593		(2,167		)	6,630
TOTAL LIABILITIES	566		11,744		2,865		24,069		(18,397		)	20,847
REDEEMABLE NONCONTROLLING INTEREST	—		—		—		53		—			53
EQUITY
Total Willis Towers Watson shareholders’ equity	10,767		3,742		7,946		9,759		(21,447		)	10,767
Noncontrolling interests	—		—		—		134		—			134
Total equity	10,767		3,742		7,946		9,893		(21,447		)	10,901
TOTAL LIABILITIES AND EQUITY	$	11,333	$	15,486	$	10,811	$	34,015	$	(39,844	)	$	31,801

Unaudited Condensed Consolidated Balance Sheet



	As of December 31, 2015
	Willis Towers Watson		The Other Guarantors			The Issuer		Other		Consolidating adjustments			Consolidated
ASSETS
Cash and cash equivalents	$	3	$	2		$	—	$	527	$	—		$	532
Fiduciary assets	—		—			—		10,458		—			10,458
Accounts receivable, net	—		7			—		1,251		—			1,258
Prepaid and other current assets	1		72			—		194		(12		)	255
Amounts due from group undertakings	3,423		951			1,538		1,259		(7,171		)	—
Total current assets	3,427		1,032			1,538		13,689		(7,183		)	12,503
Investments in subsidiaries	—		4,069			3,092		—		(7,161		)	—
Fixed assets, net	—		58			—		505		—			563
Goodwill	—		—			—		3,737		—			3,737
Other intangible assets, net	—		—			—		1,115		—			1,115
Pension benefits assets	—		—			—		623		—			623
Other non-current assets	—		9			1		288		—			298
Non-current amounts due from group undertakings	—		785			518		—		(1,303		)	—
Total non-current assets	—		4,921			3,611		6,268		(8,464		)	6,336
TOTAL ASSETS	$	3,427	$	5,953		$	5,149	$	19,957	$	(15,647	)	$	18,839
LIABILITIES AND EQUITY
Fiduciary liabilities	$	—	$	—		$	—	$	10,458	$	—		$	10,458
Deferred revenue and accrued expenses	1		68			—		683		—			752
Short-term debt and current portion of long-term debt	300		—			609		79		—			988
Other current liabilities	15		50			16		534		(12		)	603
Amounts due to group undertakings	—		5,234			435		1,502		(7,171		)	—
Total current liabilities	316		5,352			1,060		13,256		(7,183		)	12,801
Investment in subsidiaries	387		—			—		—		(387		)	—
Long-term debt	495		580			1,203		—		—			2,278
Liability for pension benefits	—		—			—		279		—			279
Deferred tax liabilities	—		1			—		239		—			240
Provision for liabilities	—		—			—		295		—			295
Other non-current liabilities	—		36			—		497		—			533
Non-current amounts due to group undertakings	—		518			—		785		(1,303		)	—
Total non-current liabilities	882		1,135			1,203		2,095		(1,690		)	3,625
TOTAL LIABILITIES	1,198		6,487			2,263		15,351		(8,873		)	16,426
REDEEMABLE NONCONTROLLING INTEREST	—		—			—		53		—			53
EQUITY
Total Willis Towers Watson shareholders’ equity	2,229		(534		)	2,886		4,422		(6,774		)	2,229
Noncontrolling interests	—		—			—		131		—			131
Total equity	2,229		(534		)	2,886		4,553		(6,774		)	2,360
TOTAL LIABILITIES AND EQUITY	$	3,427	$	5,953		$	5,149	$	19,957	$	(15,647	)	$	18,839

Unaudited Condensed Consolidated Statement of Cash Flows



	Nine Months Ended September 30, 2016
	Willis Towers Watson			The Other Guarantors			The Issuer			Other			Consolidating adjustments			Consolidated
NET CASH FROM/(USED IN) OPERATING ACTIVITIES	$	6		$	(314	)	$	9		$	976		$	(69	)	$	608
CASH FLOWS FROM/(USED IN) INVESTING ACTIVITIES
Additions to fixed assets and software for internal use	—			(84		)	—			(131		)	64			(151		)
Capitalized software costs	—			—			—			(64		)	—			(64		)
Acquisitions of operations, net of cash acquired	—			—			—			476			—			476
Other, net	—			1			—			16			5			22
Proceeds from intercompany investing activities	47			42			17			18			(124		)	—
Repayments of intercompany investing activities	(4,015		)	(3,386		)	(567		)	(805		)	8,773			—
Reduction in investment in subsidiaries	4,600			3,600			—			—			(8,200		)	—
Additional investment in subsidiaries	—			(4,600		)	—			(3,600		)	8,200			—
Net cash from/(used in) investing activities	$	632		$	(4,427	)	$	(550	)	$	(4,090	)	$	8,718		$	283
CASH FLOWS (USED IN)/FROM FINANCING ACTIVITIES
Net (repayments)/borrowings on revolving credit facility	—			—			(389		)	—			—			(389		)
Senior notes issued	—			—			1,606			—			—			1,606
Proceeds from issue of other debt	—			—			400			4			—			404
Debt issuance costs	—			—			(14		)	—			—			(14		)
Repayments of debt	(300		)	—			(1,032		)	(529		)	—			(1,861		)
Repurchase of shares	(222		)	—			—			—			—			(222		)
Proceeds from issuance of shares and excess tax benefit	44			—			—			—			—			44
Payments of deferred and contingent consideration related to acquisitions	—			—			—			(64		)	—			(64		)
Dividends paid	(133		)	—			—			—			—			(133		)
Acquisitions of and dividends paid to noncontrolling interests	—			—			—			(17		)	—			(17		)
Proceeds from intercompany financing activities	—			4,756			—			4,017			(8,773		)	—
Repayments of intercompany financing activities	(30		)	(17		)	(30		)	(47		)	124			—
Net cash (used in)/from financing activities	$	(641	)	$	4,739		$	541		$	3,364		$	(8,649	)	$	(646	)
(DECREASE)/INCREASE IN CASH AND CASH EQUIVALENTS	(3		)	(2		)	—			250			—			245
Effect of exchange rate changes on cash and cash equivalents	—			—			—			(10		)	—			(10		)
CASH AND CASH EQUIVALENTS, BEGINNING OF PERIOD	3			2			—			527			—			532
CASH AND CASH EQUIVALENTS, END OF PERIOD	$	—		$	—		$	—		$	767		$	—		$	767

Unaudited Condensed Consolidated Statement of Cash Flows



	Nine Months Ended September 30, 2015
	Willis Towers Watson			The Other Guarantors			The Issuer			Other			Consolidating adjustments			Consolidated
NET CASH (USED IN)/FROM OPERATING ACTIVITIES	$	(16	)	$	93		$	8		$	28		$	—		$	113
CASH FLOWS FROM/(USED IN) INVESTING ACTIVITIES
Additions to fixed assets and software for internal use	—			(11		)	—			(89		)	—			(100		)
Acquisitions of operations, net of cash acquired	—			—			—			(293		)	—			(293		)
Net proceeds from sale of operations	—			—			—			45			—			45
Other, net	—			—			—			—			—			—
Proceeds from intercompany investing activities	160			131			—			149			(440		)	—
Repayments of intercompany investing activities	—			—			(268		)	(269		)	537			—
Additional investment in subsidiaries	—			(274		)	—			—			274			—
Net cash from/(used in) investing activities	$	160		$	(154	)	$	(268	)	$	(457	)	$	371		$	(348	)
CASH FLOWS (USED IN)/FROM FINANCING ACTIVITIES
Net (repayments)/borrowings on revolving credit facility	—			—			420			—			—			420
Debt issuance costs	—			—			—			(1		)	—			(1		)
Repayments of debt	—			(148		)	(11		)	—			—			(159		)
Repurchase of shares	(82		)	—			—			—			—			(82		)
Proceeds from issuance of shares and excess tax benefit	95			—			—			279			(274		)	100
Dividends paid	(165		)	—			—			—			—			(165		)
Acquisitions of and dividends paid to noncontrolling interests	—			—			—			(19		)	—			(19		)
Proceeds from intercompany financing activities	—			269			—			268			(537		)	—
Repayments of intercompany financing activities	—			(59		)	(149		)	(232		)	440			—
Net cash (used in)/from financing activities	$	(152	)	$	62		$	260		$	295		$	(371	)	$	94
DECREASE IN CASH AND CASH EQUIVALENTS	(8		)	1			—			(134		)	—			(141		)
Effect of exchange rate changes on cash and cash equivalents	—			—			—			(28		)	—			(28		)
CASH AND CASH EQUIVALENTS, BEGINNING OF PERIOD	9			2			—			624			—			635
CASH AND CASH EQUIVALENTS, END OF PERIOD	$	1		$	3		$	—		$	462		$	—		$	466

The entire disclosure for condensed financial information, including the financial position, cash flows, and the results of operations of the registrant (parent company) as of the same dates or for the same periods for which audited consolidated financial statements are being presented. Alternatively, the details of this disclosure can be reported by the specific parent company taxonomy elements, indicating the appropriate date and period contexts in an instance document.

Condensed Financial Information of Parent Company Only Disclosure [Abstract]

Financial Information for Parent Issuer, Guarantor Subsidiaries and Non-Guarantor Subsidiaries

9 Months Ended

Sep. 30, 2016

Financial Information for Parent Issuer, Guarantor Subsidiaries and Non-Guarantor Subsidiaries

Financial Information for Parent Guarantor, Other Guarantor Subsidiaries and Non-Guarantor Subsidiaries

Presented below is condensed consolidating financial information for:


(i)	Willis Towers Watson, which is a guarantor, on a parent company only basis;


(ii)	the Other Guarantors, which are all 100 percent directly or indirectly owned subsidiaries of the parent and are all direct or indirect parents of the issuer;


(iii)	the Issuer, Willis North America;


(iv)	Other, which are the non-guarantor subsidiaries, on a combined basis;


(v)	Consolidating adjustments; and


(vi)	the Consolidated Company.

The equity method has been used for investments in subsidiaries in the condensed consolidating balance sheets as of September 30, 2016 of Willis Towers Watson, the Other Guarantors and the Issuer.

Unaudited Condensed Consolidated Statement of Operations



	Three Months Ended September 30, 2016
	Willis Towers Watson			The Other Guarantors			The Issuer			Other			Consolidating adjustments			Consolidated
Revenues
Commissions and fees	$	—		$	—		$	5		$	1,756		$	—		$	1,761
Interest and other income	—			—			—			16			—			16
Total revenues	—			—			5			1,772			—			1,777
Costs of providing services
Salaries and benefits	—			—			14			1,105			—			1,119
Other operating expenses	1			27			10			332			—			370
Depreciation	—			1			4			40			—			45
Amortization	—			—			—			157			—			157
Restructuring costs	—			7			7			35			—			49
Integration expenses	—			1			5			30			—			36
Total costs of providing services	1			36			40			1,699			—			1,776
(Loss)/income from operations	(1		)	(36		)	(35		)	73			—			1
Income from Group undertakings	—			(126		)	(61		)	(34		)	221			—
Expenses due to Group undertakings	—			13			48			160			(221		)	—
Interest expense	8			22			10			5			—			45
Other expense/(income), net	—			—			—			14			—			14
(LOSS)/INCOME FROM CONTINUING OPERATIONS BEFORE INCOME TAXES AND INTEREST IN EARNINGS OF ASSOCIATES	(9		)	55			(32		)	(72		)	—			(58		)
(Benefit from)/provision for income taxes	—			(9		)	(10		)	(7		)	—			(26		)
(LOSS)/INCOME FROM CONTINUING OPERATIONS BEFORE INTEREST IN EARNINGS OF ASSOCIATES	(9		)	64			(22		)	(65		)	—			(32		)
Interest in earnings of associates, net of tax	—			—			—			1			—			1
Equity account for subsidiaries	(23		)	(82		)	(29		)	—			134			—
NET (LOSS)/INCOME	(32		)	(18		)	(51		)	(64		)	134			(31		)
(Income)/loss attributable to non-controlling interests	—			—			—			(1		)	—			(1		)
NET (LOSS)/INCOME ATTRIBUTABLE TO WILLIS TOWERS WATSON	$	(32	)	$	(18	)	$	(51	)	$	(65	)	$	134		$	(32	)

Unaudited Condensed Consolidated Statement of Comprehensive Income



	Three Months Ended September 30, 2016
	Willis Towers Watson			The Other Guarantors			The Issuer			Other			Consolidating adjustments		Consolidated
Comprehensive (loss)/income before non-controlling interests	$	(72	)	$	(58	)	$	(77	)	$	(91	)	$	225	$	(73	)
Less: Comprehensive loss/(income) attributable to non-controlling interest	—			—			—			1			—		1
Comprehensive (loss)/income attributable to Willis Towers Watson	$	(72	)	$	(58	)	$	(77	)	$	(90	)	$	225	$	(72	)

Unaudited Condensed Consolidated Statement of Operations



	Three Months Ended September 30, 2015
	Willis Towers Watson			The Other Guarantors			The Issuer			Other			Consolidating adjustments			Consolidated
Revenues
Commissions and fees	$	—		$	—		$	6		$	835		$	—		$	841
Interest and other income	—			1			—			4			—			5
Total revenues	—			1			6			839			—			846
Costs of providing services
Salaries and benefits	—			1			18			551			—			570
Other operating expenses	2			24			13			138			—			177
Depreciation	—			1			4			20			—			25
Amortization	—			—			—			23			—			23
Restructuring costs	—			3			—			21			—			24
Total costs of providing services	2			29			35			753			—			819
(Loss)/income from operations	(2		)	(28		)	(29		)	86			—			27
Income from Group undertakings	—			(58		)	(66		)	(33		)	157			—
Expenses due to Group undertakings	—			8			53			96			(157		)	—
Interest expense	11			10			9			5			—			35
Other expense/(income), net	—			(2		)	—			(8		)	1			(9		)
(LOSS)/INCOME FROM CONTINUING OPERATIONS BEFORE INCOME TAXES AND INTEREST IN EARNINGS OF ASSOCIATES	(13		)	14			(25		)	26			(1		)	1
(Benefit from)/provision for income taxes	—			(4		)	(8		)	(100		)	—			(112		)
(LOSS)/INCOME FROM CONTINUING OPERATIONS BEFORE INTEREST IN EARNINGS OF ASSOCIATES	(13		)	18			(17		)	126			(1		)	113
Interest in earnings/(loss) of associates, net of tax	—			3			—			—			—			3
Equity account for subsidiaries	130			112			106			—			(348		)	—
NET INCOME/(LOSS)	117			133			89			126			(349		)	116
(Income)/loss attributable to non-controlling interests	—			—			—			1			—			1
NET INCOME/(LOSS) ATTRIBUTABLE TO WILLIS TOWERS WATSON	$	117		$	133		$	89		$	127		$	(349	)	$	117

Unaudited Condensed Consolidated Statement of Comprehensive Income



	Three Months Ended September 30, 2015
	Willis Towers Watson		The Other Guarantors		The Issuer		Other		Consolidating adjustments			Consolidated
Comprehensive income/(loss) before non-controlling interests	$	35	$	51	$	92	$	54	$	(202	)	$	30
Less: Comprehensive (income)/loss attributable to non-controlling interest	—		—		—		5		—			5
Comprehensive income/(loss) attributable to Willis Towers Watson	$	35	$	51	$	92	$	59	$	(202	)	$	35

Unaudited Condensed Consolidated Statement of Operations



	Nine Months Ended September 30, 2016
	Willis Towers Watson			The Other Guarantors			The Issuer			Other			Consolidating adjustments			Consolidated
Revenues
Commissions and fees	$	—		$	—		$	16		$	5,858		$	—		$	5,874
Interest and other income	—			1			—			85			—			86
Total revenues	—			1			16			5,943			—			5,960
Costs of providing services
Salaries and benefits	1			1			38			3,479			—			3,519
Other operating expenses	4			84			82			1,001			—			1,171
Depreciation	—			3			11			118			—			132
Amortization	—			—			—			443			—			443
Restructuring costs	—			18			23			74			—			115
Integration expenses	—			13			15			89			—			117
Total costs of providing services	5			119			169			5,204			—			5,497
(Loss)/income from operations	(5		)	(118		)	(153		)	739			—			463
Income from Group undertakings	—			(367		)	(177		)	(104		)	648			—
Expenses due to Group undertakings	—			53			134			461			(648		)	—
Interest expense	25			65			29			19			—			138
Other expense/(income), net	1			(2		)	—			27			—			26
(LOSS)/INCOME FROM CONTINUING OPERATIONS BEFORE INCOME TAXES AND INTEREST IN EARNINGS OF ASSOCIATES	(31		)	133			(139		)	336			—			299
(Benefit from)/provision for income taxes	—			(32		)	(41		)	84			—			11
(LOSS)/INCOME FROM CONTINUING OPERATIONS BEFORE INTEREST IN EARNINGS OF ASSOCIATES	(31		)	165			(98		)	252			—			288
Interest in earnings/(loss) of associates, net of tax	—			—			—			2			—			2
Equity account for subsidiaries	309			124			92			—			(525		)	—
NET INCOME/(LOSS)	278			289			(6		)	254			(525		)	290
(Income)/loss attributable to non-controlling interests	—			—			—			(12		)	—			(12		)
NET INCOME/(LOSS) ATTRIBUTABLE TO WILLIS TOWERS WATSON	$	278		$	289		$	(6	)	$	242		$	(525	)	$	278

Unaudited Condensed Consolidated Statement of Comprehensive Income



	Nine Months Ended September 30, 2016
	Willis Towers Watson		The Other Guarantors		The Issuer			Other			Consolidating adjustments			Consolidated
Comprehensive (loss)/income before non-controlling interests	$	94	$	104	$	(107	)	$	88		$	(83	)	$	96
Less: Comprehensive (income)/loss attributable to non-controlling interest	—		—		—			(2		)	—			(2		)
Comprehensive (loss)/income attributable to Willis Towers Watson	$	94	$	104	$	(107	)	$	86		$	(83	)	$	94

Unaudited Condensed Consolidated Statement of Operations



	Nine Months Ended September 30, 2015
	Willis Towers Watson			The Other Guarantors			The Issuer			Other			Consolidating adjustments			Consolidated
Revenues
Commissions and fees	$	—		$	—		$	10		$	2,829		$	—		$	2,839
Interest and other income	—			1			—			15			—			16
Total revenues	—			1			10			2,844			—			2,855
Costs of providing services
Salaries and benefits	1			1			60			1,636			—			1,698
Other operating expenses	11			79			24			402			—			516
Depreciation	—			4			12			54			—			70
Amortization	—			—			—			53			—			53
Restructuring costs	—			17			13			63			—			93
Total costs of providing services	12			101			109			2,208			—			2,430
(Loss)/income from operations	(12		)	(100		)	(99		)	636			—			425
Income from Group undertakings	—			(168		)	(178		)	(82		)	428			—
Expenses due to Group undertakings	—			23			142			263			(428		)	—
Interest expense	32			28			31			12			—			103
Other expense/(income), net	8			(2		)	—			(32		)	—			(26		)
(LOSS)/INCOME FROM CONTINUING OPERATIONS BEFORE INCOME TAXES AND INTEREST IN EARNINGS OF ASSOCIATES	(52		)	19			(94		)	475			—			348
(Benefit from)/provision for income taxes	—			(21		)	(30		)	14			—			(37		)
(LOSS)/INCOME FROM CONTINUING OPERATIONS BEFORE INTEREST IN EARNINGS OF ASSOCIATES	(52		)	40			(64		)	461			—			385
Interest in earnings/(loss) of associates, net of tax	—			7			—			10			—			17
Equity account for subsidiaries	449			398			202			—			(1,049		)	—
NET INCOME/(LOSS)	397			445			138			471			(1,049		)	402
(Income)/loss attributable to non-controlling interests	—			—			—			(5		)	—			(5		)
NET INCOME/(LOSS) ATTRIBUTABLE TO WILLIS TOWERS WATSON	$	397		$	445		$	138		$	466		$	(1,049	)	$	397

Unaudited Condensed Consolidated Statement of Comprehensive Income



	Nine Months Ended September 30, 2015
	Willis Towers Watson		The Other Guarantors		The Issuer		Other		Consolidating adjustments			Consolidated
Comprehensive income/(loss) before non-controlling interests	$	509	$	559	$	147	$	600	$	(1,308	)	$	507
Less: Comprehensive (income)/loss attributable to non-controlling interest	—		—		—		2		—			2
Comprehensive income/(loss) attributable to Willis Towers Watson	$	509	$	559	$	147	$	602	$	(1,308	)	$	509

Unaudited Condensed Consolidated Balance Sheet



	As of September 30, 2016
	Willis Towers Watson		The Other Guarantors		The Issuer		Other		Consolidating adjustments			Consolidated
ASSETS
Cash and cash equivalents	$	—	$	—	$	—	$	767	$	—		$	767
Fiduciary assets	—		—		—		11,604		—			11,604
Accounts receivable, net	—		—		5		2,038		—			2,043
Prepaid and other current assets	2		69		20		283		(55		)	319
Amounts due from group undertakings	7,431		5,567		1,189		2,374		(16,561		)	—
Total current assets	7,433		5,636		1,214		17,066		(16,616		)	14,733
Investments in subsidiaries	3,900		8,319		5,945		—		(18,164		)	—
Fixed assets, net	—		33		31		747		—			811
Goodwill	—		—		—		10,483		—			10,483
Other intangible assets, net	—		64		—		4,589		(64		)	4,589
Pension benefits assets	—		—		—		857		—			857
Other non-current assets	—		2		54		273		(1		)	328
Non-current amounts due from group undertakings	—		918		823		—		(1,741		)	—
Total non-current assets	3,900		9,336		6,853		16,949		(19,970		)	17,068
TOTAL ASSETS	$	11,333	$	14,972	$	8,067	$	34,015	$	(36,586	)	$	31,801
LIABILITIES AND EQUITY
Fiduciary liabilities	$	—	$	—	$	—	$	11,604	$	—		$	11,604
Deferred revenue and accrued expenses	1		15		23		1,307		(64		)	1,282
Short-term debt and current portion of long-term debt	—		22		394		103		—			519
Other current liabilities	69		67		4		727		(55		)	812
Amounts due to group undertakings	—		8,686		2,140		5,735		(16,561		)	—
Total current liabilities	70		8,790		2,561		19,476		(16,680		)	14,217
Long-term debt	496		2,395		186		190		—			3,267
Liability for pension benefits	—		—		—		1,089		—			1,089
Deferred tax liabilities	—		—		—		1,138		(1		)	1,137
Provision for liabilities	—		—		120		473		—			593
Other non-current liabilities	—		45		15		480		4			544
Amounts due to group undertakings	—		—		518		1,223		(1,741		)	—
Total non-current liabilities	496		2,440		839		4,593		(1,738		)	6,630
TOTAL LIABILITIES	566		11,230		3,400		24,069		(18,418		)	20,847
REDEEMABLE NONCONTROLLING INTEREST	—		—		—		53		—			53
EQUITY
Total Willis Towers Watson shareholders’ equity	10,767		3,742		4,667		9,759		(18,168		)	10,767
Noncontrolling interests	—		—		—		134		—			134
Total equity	10,767		3,742		4,667		9,893		(18,168		)	10,901
TOTAL LIABILITIES AND EQUITY	$	11,333	$	14,972	$	8,067	$	34,015	$	(36,586	)	$	31,801

Unaudited Condensed Consolidated Balance Sheet



	As of December 31, 2015
	Willis Towers Watson		The Other Guarantors			The Issuer			Other		Consolidating adjustments			Consolidated
ASSETS
Cash and cash equivalents	$	3	$	2		$	—		$	527	$	—		$	532
Fiduciary assets	—		—			—			10,458		—			10,458
Accounts receivable, net	—		—			7			1,251		—			1,258
Prepaid and other current assets	1		49			18			194		(7		)	255
Amounts due from group undertakings	3,423		1,684			822			1,259		(7,188		)	—
Total current assets	3,427		1,735			847			13,689		(7,195		)	12,503
Investments in subsidiaries	—		3,208			832			—		(4,040		)	—
Fixed assets, net	—		23			35			505		—			563
Goodwill	—		—			—			3,737		—			3,737
Other intangible assets, net	—		—			—			1,115		—			1,115
Pension benefits assets	—		—			—			623		—			623
Other non-current assets	—		8			2			288		—			298
Non-current amounts due from group undertakings	—		518			785			—		(1,303		)	—
Total non-current assets	—		3,757			1,654			6,268		(5,343		)	6,336
TOTAL ASSETS	$	3,427	$	5,492		$	2,501		$	19,957	$	(12,538	)	$	18,839
LIABILITIES AND EQUITY
Fiduciary liabilities	$	—	$	—		$	—		$	10,458	$	—		$	10,458
Deferred revenue and accrued expenses	1		13			55			683		—			752
Short-term debt and current portion of long-term debt	300		609			—			79		—			988
Other current liabilities	15		38			23			534		(7		)	603
Amounts due to group undertakings	—		4,141			1,545			1,502		(7,188		)	—
Total current liabilities	316		4,801			1,623			13,256		(7,195		)	12,801
Long-term debt	495		1,203			580			—		—			2,278
Liability for pension benefits	—		—			—			279		—			279
Deferred tax liabilities	—		1			—			239		—			240
Provision for liabilities	—		—			—			295		—			295
Investments in subsidiaries	387		—			—			—		(387		)	—
Other non-current liabilities	—		21			15			497		—			533
Non-current amounts due to group undertakings	—		—			518			785		(1,303		)	—
Total non-current liabilities	882		1,225			1,113			2,095		(1,690		)	3,625
TOTAL LIABILITIES	1,198		6,026			2,736			15,351		(8,885		)	16,426
REDEEMABLE NONCONTROLLING INTEREST	—		—			—			53		—			53
EQUITY
Total Willis Towers Watson shareholders’ equity	2,229		(534		)	(235		)	4,422		(3,653		)	2,229
Noncontrolling interests	—		—			—			131		—			131
Total equity	2,229		(534		)	(235		)	4,553		(3,653		)	2,360
TOTAL LIABILITIES AND EQUITY	$	3,427	$	5,492		$	2,501		$	19,957	$	(12,538	)	$	18,839

Unaudited Condensed Consolidated Statement of Cash Flows



	Nine Months Ended September 30, 2016
	Willis Towers Watson			The Other Guarantors			The Issuer			Other			Consolidating adjustments			Consolidated
NET CASH FROM/(USED IN) OPERATING ACTIVITIES	$	6		$	(130	)	$	(175	)	$	976		$	(69	)	$	608
CASH FLOWS FROM/(USED IN) INVESTING ACTIVITIES
Additions to fixed assets and software for internal use	—			(76		)	(8		)	(131		)	64			(151		)
Capitalized software costs	—			—			—			(64		)	—			(64		)
Acquisitions of operations, net of cash acquired	—			—			—			476			—			476
Other, net	—			—			1			16			5			22
Proceeds from intercompany investing activities	47			47			—			18			(112		)	—
Repayments of intercompany investing activities	(4,015		)	(3,953		)	—			(805		)	8,773			—
Reduction in investment in subsidiaries	4,600			3,600			—			—			(8,200		)	—
Additional investment in subsidiaries	—			(4,600		)	—			(3,600		)	8,200			—
Net cash from/(used in) investing activities	$	632		$	(4,982	)	$	(7	)	$	(4,090	)	$	8,730		$	283
CASH FLOWS (USED IN)/FROM FINANCING ACTIVITIES
Net (repayments)/borrowings on revolving credit facility	—			(389		)	—			—			—			(389		)
Senior notes issued	—			1,606			—			—			—			1,606
Proceeds from issue of other debt	—			400			—			4			—			404
Debt issuance costs	—			(14		)	—			—			—			(14		)
Repayments of debt	(300		)	(1,032		)	—			(529		)	—			(1,861		)
Repurchase of shares	(222		)	—			—			—			—			(222		)
Proceeds from issuance of shares and excess tax benefit	44			—			—			—			—			44
Payments of deferred and contingent consideration related to acquisitions	—			—			—			(64		)	—			(64		)
Dividends paid	(133		)	—			—			—			—			(133		)
Acquisitions of and dividends paid to noncontrolling interests	—			—			—			(17		)	—			(17		)
Proceeds from intercompany financing activities	—			4,557			199			4,017			(8,773		)	—
Repayments of intercompany financing activities	(30		)	(18		)	(17		)	(47		)	112			—
Net cash (used in)/from financing activities	$	(641	)	$	5,110		$	182		$	3,364		$	(8,661	)	$	(646	)
(DECREASE)/INCREASE IN CASH AND CASH EQUIVALENTS	(3		)	(2		)	—			250			—			245
Effect of exchange rate changes on cash and cash equivalents	—			—			—			(10		)	—			(10		)
CASH AND CASH EQUIVALENTS, BEGINNING OF PERIOD	3			2			—			527			—			532
CASH AND CASH EQUIVALENTS, END OF PERIOD	$	—		$	—		$	—		$	767		$	—		$	767

Unaudited Condensed Consolidated Statement of Cash Flows



	Nine Months Ended September 30, 2015
	Willis Towers Watson			The Other Guarantors			The Issuer			Other			Consolidating adjustments			Consolidated
NET CASH (USED IN)/FROM OPERATING ACTIVITIES	$	(16	)	$	96		$	5		$	28		$	—		$	113
CASH FLOWS FROM/(USED IN) INVESTING ACTIVITIES
Additions to fixed assets and software for internal use	—			(5		)	(6		)	(89		)	—			(100		)
Acquisitions of operations, net of cash acquired	—			—			—			(293		)	—			(293		)
Net proceeds from sale of operations	—			—			—			45			—			45
Proceeds from intercompany investing activities	160			49			82			149			(440		)	—
Repayments of intercompany investing activities	—			(268		)	—			(269		)	537			—
Additional investment in subsidiaries	—			(274		)	—			—			274			—
Net cash from/(used in) investing activities	$	160		$	(498	)	$	76		$	(457	)	$	371		$	(348	)
CASH FLOWS (USED IN)/FROM FINANCING ACTIVITIES
Net (repayments)/borrowings on revolving credit facility	—			420			—			—			—			420
Debt issuance costs	—			—			—			(1		)	—			(1		)
Repayments of debt	—			(11		)	(148		)	—			—			(159		)
Repurchase of shares	(82		)	—			—			—			—			(82		)
Proceeds from issuance of shares and excess tax benefit	95			—			—			279			(274		)	100
Dividends paid	(165		)	—			—			—			—			(165		)
Acquisitions of and dividends paid to noncontrolling interests	—			—			—			(19		)	—			(19		)
Proceeds from intercompany financing activities	—			202			67			268			(537		)	—
Repayments of intercompany financing activities	—			(208		)	—			(232		)	440			—
Net cash (used in)/from financing activities	$	(152	)	$	403		$	(81	)	$	295		$	(371	)	$	94
DECREASE IN CASH AND CASH EQUIVALENTS	(8		)	1			—			(134		)	—			(141		)
Effect of exchange rate changes on cash and cash equivalents	—			—			—			(28		)	—			(28		)
CASH AND CASH EQUIVALENTS, BEGINNING OF PERIOD	9			2			—			624			—			635
CASH AND CASH EQUIVALENTS, END OF PERIOD	$	1		$	3		$	—		$	462		$	—		$	466

Financial Information for Parent Issuer, Guarantor Subsidiaries and Non-Guarantor Subsidiaries

Presented below is condensed consolidating financial information for:


(i)	Willis Towers Watson, which is the Parent Issuer;


(ii)	the Guarantors, which are all 100 percent directly or indirectly owned subsidiaries of the parent;


(iii)	Other, which are the non-guarantor subsidiaries, on a combined basis;


(iv)	Consolidating adjustments; and


(v)	the Consolidated Company.

The equity method has been used for investments in subsidiaries in the condensed consolidating balance sheets as of September 30, 2016 of Willis Towers Watson and the Guarantors.

Unaudited Condensed Consolidated Statement of Operations



	Three Months Ended September 30, 2016
	Willis Towers Watson — the Parent Issuer			The Guarantors			Other			Consolidating adjustments			Consolidated
Revenues
Commissions and fees	$	—		$	5		$	1,756		$	—		$	1,761
Interest and other income	—			—			16			—			16
Total revenues	—			5			1,772			—			1,777
Costs of providing services
Salaries and benefits	—			14			1,105			—			1,119
Other operating expenses	1			37			332			—			370
Depreciation	—			5			40			—			45
Amortization	—			—			157			—			157
Restructuring costs	—			14			35			—			49
Integration expenses	—			6			30			—			36
Total costs of providing services	1			76			1,699			—			1,776
(Loss)/income from operations	(1		)	(71		)	73			—			1
Income from Group undertakings	—			(159		)	(34		)	193			—
Expenses due to Group undertakings	—			33			160			(193		)	—
Interest expense	8			32			5			—			45
Other expense/(income), net	—			—			14			—			14
(LOSS)/INCOME FROM CONTINUING OPERATIONS BEFORE INCOME TAXES AND INTEREST IN EARNINGS OF ASSOCIATES	(9		)	23			(72		)	—			(58		)
(Benefit from)/provision for income taxes	—			(19		)	(7		)	—			(26		)
(LOSS)/INCOME FROM CONTINUING OPERATIONS BEFORE INTEREST IN EARNINGS OF ASSOCIATES	(9		)	42			(65		)	—			(32		)
Interest in earnings of associates, net of tax	—			—			1			—			1
Equity account for subsidiaries	(23		)	(60		)	—			83			—
NET (LOSS)/INCOME	(32		)	(18		)	(64		)	83			(31		)
(Income)/loss attributable to non-controlling interests	—			—			(1		)	—			(1		)
NET (LOSS)/INCOME ATTRIBUTABLE TO WILLIS TOWERS WATSON	$	(32	)	$	(18	)	$	(65	)	$	83		$	(32	)

Unaudited Condensed Consolidated Statement of Comprehensive Income



	Three Months Ended September 30, 2016
	Willis Towers Watson — the Parent Issuer			The Guarantors			Other			Consolidating adjustments		Consolidated
Comprehensive (loss)/income before non-controlling interests	$	(72	)	$	(58	)	$	(91	)	$	148	$	(73	)
Less: Comprehensive loss/(income) attributable to non-controlling interest	—			—			1			—		1
Comprehensive (loss)/income attributable to Willis Towers Watson	$	(72	)	$	(58	)	$	(90	)	$	148	$	(72	)

Unaudited Condensed Consolidated Statement of Operations



	Three Months Ended September 30, 2015
	Willis Towers Watson — the Parent Issuer			The Guarantors			Other			Consolidating adjustments			Consolidated
Revenues
Commissions and fees	$	—		$	6		$	835		$	—		$	841
Interest and other income	—			1			4			—			5
Total revenues	—			7			839			—			846
Costs of providing services
Salaries and benefits	—			19			551			—			570
Other operating expenses	2			37			138			—			177
Depreciation	—			5			20			—			25
Amortization	—			—			23			—			23
Restructuring costs	—			3			21			—			24
Total costs of providing services	2			64			753			—			819
(Loss)/income from operations	(2		)	(57		)	86			—			27
Income from Group undertakings	—			(97		)	(33		)	130			—
Expenses due to Group undertakings	—			34			96			(130		)	—
Interest expense	11			19			5			—			35
Other expense/(income), net	—			(2		)	(8		)	1			(9		)
(LOSS)/INCOME FROM CONTINUING OPERATIONS BEFORE INCOME TAXES AND INTEREST IN EARNINGS OF ASSOCIATES	(13		)	(11		)	26			(1		)	1
(Benefit from)/provision for income taxes	—			(12		)	(100		)	—			(112		)
(LOSS)/INCOME FROM CONTINUING OPERATIONS BEFORE INTEREST IN EARNINGS OF ASSOCIATES	(13		)	1			126			(1		)	113
Interest in earnings/(loss) of associates, net of tax	—			3			—			—			3
Equity account for subsidiaries	130			129			—			(259		)	—
NET INCOME/(LOSS)	117			133			126			(260		)	116
(Income)/loss attributable to non-controlling interests	—			—			1			—			1
NET INCOME/(LOSS) ATTRIBUTABLE TO WILLIS TOWERS WATSON	$	117		$	133		$	127		$	(260	)	$	117

Unaudited Condensed Consolidated Statement of Comprehensive Income



	Three Months Ended September 30, 2015
	Willis Towers Watson — the Parent Issuer		The Guarantors		Other		Consolidating adjustments			Consolidated
Comprehensive income/(loss) before non-controlling interests	$	35	$	51	$	54	$	(110	)	$	30
Less: Comprehensive (income)/loss attributable to non-controlling interest	—		—		5		—			5
Comprehensive income/(loss) attributable to Willis Towers Watson	$	35	$	51	$	59	$	(110	)	$	35

Unaudited Condensed Consolidated Statement of Operations



	Nine Months Ended September 30, 2016
	Willis Towers Watson — the Parent Issuer			The Guarantors			Other			Consolidating adjustments			Consolidated
Revenues
Commissions and fees	$	—		$	16		$	5,858		$	—		$	5,874
Interest and other income	—			1			85			—			86
Total revenues	—			17			5,943			—			5,960
Costs of providing services
Salaries and benefits	1			39			3,479			—			3,519
Other operating expenses	4			166			1,001			—			1,171
Depreciation	—			14			118			—			132
Amortization	—			—			443			—			443
Restructuring costs	—			41			74			—			115
Integration expenses	—			28			89			—			117
Total costs of providing services	5			288			5,204			—			5,497
(Loss)/income from operations	(5		)	(271		)	739			—			463
Income from Group undertakings	—			(461		)	(104		)	565			—
Expenses due to Group undertakings	—			104			461			(565		)	—
Interest expense	25			94			19			—			138
Other expense/(income), net	1			(2		)	27			—			26
(LOSS)/INCOME FROM CONTINUING OPERATIONS BEFORE INCOME TAXES AND INTEREST IN EARNINGS OF ASSOCIATES	(31		)	(6		)	336			—			299
(Benefit from)/provision for income taxes	—			(73		)	84			—			11
(LOSS)/INCOME FROM CONTINUING OPERATIONS BEFORE INTEREST IN EARNINGS OF ASSOCIATES	(31		)	67			252			—			288
Interest in earnings/(loss) of associates, net of tax	—			—			2			—			2
Equity account for subsidiaries	309			222			—			(531		)	—
NET INCOME/(LOSS)	278			289			254			(531		)	290
(Income)/loss attributable to non-controlling interests	—			—			(12		)	—			(12		)
NET INCOME/(LOSS) ATTRIBUTABLE TO WILLIS TOWERS WATSON	$	278		$	289		$	242		$	(531	)	$	278

Unaudited Condensed Consolidated Statement of Comprehensive Income



	Nine Months Ended September 30, 2016
	Willis Towers Watson — the Parent Issuer		The Guarantors		Other			Consolidating adjustments			Consolidated
Comprehensive income/(loss) before non-controlling interests	$	94	$	104	$	88		$	(190	)	$	96
Less: Comprehensive (income)/loss attributable to non-controlling interest	—		—		(2		)	—			(2		)
Comprehensive income/(loss) attributable to Willis Towers Watson	$	94	$	104	$	86		$	(190	)	$	94

Unaudited Condensed Consolidated Statement of Operations



	Nine Months Ended September 30, 2015
	Willis Towers Watson — the Parent Issuer			The Guarantors			Other			Consolidating adjustments			Consolidated
Revenues
Commissions and fees	$	—		$	10		$	2,829		$	—		$	2,839
Interest and other income	—			1			15			—			16
Total revenues	—			11			2,844			—			2,855
Costs of providing services
Salaries and benefits	1			61			1,636			—			1,698
Other operating expenses	11			103			402			—			516
Depreciation	—			16			54			—			70
Amortization	—			—			53			—			53
Restructuring costs	—			30			63			—			93
Total costs of providing services	12			210			2,208			—			2,430
(Loss)/income from operations	(12		)	(199		)	636			—			425
Income from Group undertakings	—			(264		)	(82		)	346			—
Expenses due to Group undertakings	—			83			263			(346		)	—
Interest expense	32			59			12			—			103
Other expense/(income), net	8			(2		)	(32		)	—			(26		)
(LOSS)/INCOME FROM CONTINUING OPERATIONS BEFORE INCOME TAXES AND INTEREST IN EARNINGS OF ASSOCIATES	(52		)	(75		)	475			—			348
(Benefit from)/provision for income taxes	—			(51		)	14			—			(37		)
(LOSS)/INCOME FROM CONTINUING OPERATIONS BEFORE INTEREST IN EARNINGS OF ASSOCIATES	(52		)	(24		)	461			—			385
Interest in earnings/(loss) of associates, net of tax	—			7			10			—			17
Equity account for subsidiaries	449			462			—			(911		)	—
NET INCOME/(LOSS)	397			445			471			(911		)	402
(Income)/loss attributable to non-controlling interests	—			—			(5		)	—			(5		)
NET INCOME/(LOSS) ATTRIBUTABLE TO WILLIS TOWERS WATSON	$	397		$	445		$	466		$	(911	)	$	397

Unaudited Condensed Consolidated Statement of Comprehensive Income



	Nine Months Ended September 30, 2015
	Willis Towers Watson — the Parent Issuer		The Guarantors		Other		Consolidating adjustments			Consolidated
Comprehensive income/(loss) before non-controlling interests	$	509	$	559	$	600	$	(1,161	)	$	507
Less: Comprehensive loss attributable to non-controlling interest	—		—		2		—			2
Comprehensive income/(loss) attributable to Willis Towers Watson	$	509	$	559	$	602	$	(1,161	)	$	509

Unaudited Condensed Consolidated Balance Sheet



	As of September 30, 2016
	Willis Towers Watson — the Parent Issuer		The Guarantors		Other		Consolidating adjustments			Consolidated
ASSETS
Cash and cash equivalents	$	—	$	—	$	767	$	—		$	767
Fiduciary assets	—		—		11,604		—			11,604
Accounts receivable, net	—		5		2,038		—			2,043
Prepaid and other current assets	2		89		283		(55		)	319
Amounts due from group undertakings	7,431		5,496		2,374		(15,301		)	—
Total current assets	7,433		5,590		17,066		(15,356		)	14,733
Investments in subsidiaries	3,900		9,596		—		(13,496		)	—
Fixed assets, net	—		64		747		—			811
Goodwill	—		—		10,483		—			10,483
Other intangible assets, net	—		64		4,589		(64		)	4,589
Pension benefits assets	—		—		857		—			857
Other non-current assets	—		56		273		(1		)	328
Non-current amounts due from group undertakings	—		1,223		—		(1,223		)	—
Total non-current assets	3,900		11,003		16,949		(14,784		)	17,068
TOTAL ASSETS	$	11,333	$	16,593	$	34,015	$	(30,140	)	$	31,801
LIABILITIES AND EQUITY
Fiduciary liabilities	$	—	$	—	$	11,604	$	—		$	11,604
Deferred revenue and accrued expenses	1		38		1,307		(64		)	1,282
Short-term debt and current portion of long-term debt	—		416		103		—			519
Other current liabilities	69		71		727		(55		)	812
Amounts due to group undertakings	—		9,566		5,735		(15,301		)	—
Total current liabilities	70		10,091		19,476		(15,420		)	14,217
Long-term debt	496		2,581		190		—			3,267
Liability for pension benefits	—		—		1,089		—			1,089
Deferred tax liabilities	—		—		1,138		(1		)	1,137
Provision for liabilities	—		120		473		—			593
Other non-current liabilities	—		59		480		5			544
Non-current amounts due to group undertakings	—		—		1,223		(1,223		)	—
Total non-current liabilities	496		2,760		4,593		(1,219		)	6,630
TOTAL LIABILITIES	566		12,851		24,069		(16,639		)	20,847
REDEEMABLE NONCONTROLLING INTEREST	—		—		53		—			53
EQUITY
Total Willis Towers Watson shareholders’ equity	10,767		3,742		9,759		(13,501		)	10,767
Noncontrolling interests	—		—		134		—			134
Total equity	10,767		3,742		9,893		(13,501		)	10,901
TOTAL LIABILITIES AND EQUITY	$	11,333	$	16,593	$	34,015	$	(30,140	)	$	31,801

Unaudited Condensed Consolidated Balance Sheet



	As of December 31, 2015
	Willis Towers Watson — the Parent Issuer		The Guarantors			Other		Consolidating adjustments			Consolidated
ASSETS
Cash and cash equivalents	$	3	$	2		$	527	$	—		$	532
Fiduciary assets	—		—			10,458		—			10,458
Accounts receivable, net	—		7			1,251		—			1,258
Prepaid and other current assets	1		67			194		(7		)	255
Amounts due from group undertakings	3,423		1,257			1,259		(5,939		)	—
Total current assets	3,427		1,333			13,689		(5,946		)	12,503
Investments in subsidiaries	—		4,275			—		(4,275		)	—
Fixed assets, net	—		58			505		—			563
Goodwill	—		—			3,737		—			3,737
Other intangible assets, net	—		—			1,115		—			1,115
Pension benefits assets	—		—			623		—			623
Other non-current assets	—		10			288		—			298
Non-current amounts due from group undertakings	—		785			—		(785		)	—
Total non-current assets	—		5,128			6,268		(5,060		)	6,336
TOTAL ASSETS	$	3,427	$	6,461		$	19,957	$	(11,006	)	$	18,839
LIABILITIES AND EQUITY
Fiduciary liabilities	$	—	$	—		$	10,458	$	—		$	10,458
Deferred revenue and accrued expenses	1		68			683		—			752
Short-term debt and current portion of long-term debt	300		609			79		—			988
Other current liabilities	15		61			534		(7		)	603
Amounts due to group undertakings	—		4,437			1,502		(5,939		)	—
Total current liabilities	316		5,175			13,256		(5,946		)	12,801
Investments in subsidiaries	387		—			—		(387		)	—
Long-term debt	495		1,783			—		—			2,278
Liability for pension benefits	—		—			279		—			279
Deferred tax liabilities	—		1			239		—			240
Provision for liabilities	—		—			295		—			295
Other non-current liabilities	—		36			497		—			533
Non-current amounts due to group undertakings	—		—			785		(785		)	—
Total non-current liabilities	882		1,820			2,095		(1,172		)	3,625
TOTAL LIABILITIES	1,198		6,995			15,351		(7,118		)	16,426
REDEEMABLE NONCONTROLLING INTEREST	—		—			53		—			53
EQUITY
Total Willis Towers Watson shareholders’ equity	2,229		(534		)	4,422		(3,888		)	2,229
Noncontrolling interests	—		—			131		—			131
Total equity	2,229		(534		)	4,553		(3,888		)	2,360
TOTAL LIABILITIES AND EQUITY	$	3,427	$	6,461		$	19,957	$	(11,006	)	$	18,839

Unaudited Condensed Consolidated Statement of Cash Flows



	Nine Months Ended September 30, 2016
	Willis Towers Watson — the Parent Issuer			The Guarantors			Other			Consolidating adjustments			Consolidated
NET CASH FROM/(USED IN) OPERATING ACTIVITIES	$	6		$	(305	)	$	976		$	(69	)	$	608
CASH FLOWS FROM/(USED IN) INVESTING ACTIVITIES
Additions to fixed assets and software for internal use	—			(84		)	(131		)	64			(151		)
Capitalized software costs	—			—			(64		)	—			(64		)
Acquisitions of operations, net of cash acquired	—			—			476			—			476
Other, net	—			1			16			5			22
Proceeds from intercompany investing activities	47			30			18			(95		)	—
Repayments of intercompany investing activities	(4,015		)	(3,953		)	(805		)	8,773			—
Reduction in investment in subsidiaries	4,600			3,600			—			(8,200		)	—
Additional investment in subsidiaries	—			(4,600		)	(3,600		)	8,200			—
Net cash from/(used in) investing activities	$	632		$	(5,006	)	$	(4,090	)	$	8,747		$	283
CASH FLOWS (USED IN)/FROM FINANCING ACTIVITIES
Net (repayments)/borrowings on revolving credit facility	—			(389		)	—			—			(389		)
Senior notes issued	—			1,606			—			—			1,606
Proceeds from issue of other debt	—			400			4			—			404
Debt issuance costs	—			(14		)	—			—			(14		)
Repayments of debt	(300		)	(1,032		)	(529		)	—			(1,861		)
Repurchase of shares	(222		)	—			—			—			(222		)
Proceeds from issuance of shares and excess tax benefit	44			—			—			—			44
Payments of deferred and contingent consideration related to acquisitions	—			—			(64		)	—			(64		)
Dividends paid	(133		)	—			—			—			(133		)
Acquisitions of and dividends paid to noncontrolling interests	—			—			(17		)	—			(17		)
Proceeds from intercompany financing activities	—			4,756			4,017			(8,773		)	—
Repayments of intercompany financing activities	(30		)	(18		)	(47		)	95			—
Net cash (used in)/from financing activities	$	(641	)	$	5,309		$	3,364		$	(8,678	)	$	(646	)
(DECREASE)/INCREASE IN CASH AND CASH EQUIVALENTS	(3		)	(2		)	250			—			245
Effect of exchange rate changes on cash and cash equivalents	—			—			(10		)	—			(10		)
CASH AND CASH EQUIVALENTS, BEGINNING OF PERIOD	3			2			527			—			532
CASH AND CASH EQUIVALENTS, END OF PERIOD	$	—		$	—		$	767		$	—		$	767

Unaudited Condensed Consolidated Statement of Cash Flows



	Nine Months Ended September 30, 2015
	Willis Towers Watson — the Parent Issuer			The Guarantors			Other			Consolidating adjustments			Consolidated
NET CASH (USED IN)/FROM OPERATING ACTIVITIES	$	(16	)	$	101		$	28		$	—		$	113
CASH FLOWS FROM/(USED IN) INVESTING ACTIVITIES
Additions to fixed assets and software for internal use	—			(11		)	(89		)	—			(100		)
Acquisitions of operations, net of cash acquired	—			—			(293		)	—			(293		)
Net proceeds from sale of operations	—			—			45			—			45
Proceeds from intercompany investing activities	160			131			149			(440		)	—
Repayments of intercompany investing activities	—			(268		)	(269		)	537			—
Additional investment in subsidiaries	—			(274		)	—			274			—
Net cash from/(used in) investing activities	$	160		$	(422	)	$	(457	)	$	371		$	(348	)
CASH FLOWS (USED IN)/FROM FINANCING ACTIVITIES
Net (repayments)/borrowings on revolving credit facility	—			420			—			—			420
Debt issuance costs	—			—			(1		)	—			(1		)
Repayments of debt	—			(159		)	—			—			(159		)
Repurchase of shares	(82		)	—			—			—			(82		)
Proceeds from issuance of shares and excess tax benefit	95			—			279			(274		)	100
Dividends paid	(165		)	—			—			—			(165		)
Acquisitions of and dividends paid to noncontrolling interests	—			—			(19		)	—			(19		)
Proceeds from intercompany financing activities	—			269			268			(537		)	—
Repayments of intercompany financing activities	—			(208		)	(232		)	440			—
Net cash (used in)/from financing activities	$	(152	)	$	322		$	295		$	(371	)	$	94
DECREASE IN CASH AND CASH EQUIVALENTS	(8		)	1			(134		)	—			(141		)
Effect of exchange rate changes on cash and cash equivalents	—			—			(28		)	—			(28		)
CASH AND CASH EQUIVALENTS, BEGINNING OF PERIOD	9			2			624			—			635
CASH AND CASH EQUIVALENTS, END OF PERIOD	$	1		$	3		$	462		$	—		$	466

Financial Information for Issuer, Parent Guarantor, Other Guarantor Subsidiaries and Non-Guarantor Subsidiaries

Presented below is condensed consolidating financial information for:


(i)	Willis Towers Watson, which is a guarantor, on a parent company only basis;

(ii)


(iii)	Trinity Acquisition plc (formerly Trinity Acquisition Limited), which is the issuer and is a 100 percent indirectly owned subsidiary of the parent;


(iv)	Other, which are the non-guarantor subsidiaries, on a combined basis;


(v)	Consolidating adjustments; and


(vi)	the Consolidated Company.

The equity method has been used for investments in subsidiaries in the condensed consolidating balance sheets as of September 30, 2016 of Willis Towers Watson, the Other Guarantors and the Issuer.

The entities included in the Other Guarantors column as of September 30, 2016 are Willis Towers Watson Sub Holdings Limited, Willis Netherlands Holdings B.V., Willis Investment U.K. Holdings Limited, Willis North America Inc., TA I Limited, WTW Bermuda Holdings Ltd. and Willis Group Limited.

Unaudited Condensed Consolidated Statement of Operations



	Three Months Ended September 30, 2016
	Willis Towers Watson			The Other Guarantors			The Issuer			Other			Consolidating adjustments			Consolidated
Revenues
Commissions and fees	$	—		$	5		$	—		$	1,756		$	—		$	1,761
Interest and other income	—			—			—			16			—			16
Total revenues	—			5			—			1,772			—			1,777
Costs of providing services
Salaries and benefits	—			14			—			1,105			—			1,119
Other operating expenses	1			37			—			332			—			370
Depreciation	—			5			—			40			—			45
Amortization	—			—			—			157			—			157
Restructuring costs	—			14			—			35			—			49
Integration expenses	—			6			—			30			—			36
Total costs of providing services	1			76			—			1,699			—			1,776
(Loss)/income from operations	(1		)	(71		)	—			73			—			1
Income from Group undertakings	—			(155		)	(34		)	(34		)	223			—
Expenses due to Group undertakings	—			57			6			160			(223		)	—
Interest expense	8			10			22			5			—			45
Other expense/(income), net	—			—			—			14			—			14
(LOSS)/INCOME FROM CONTINUING OPERATIONS BEFORE INCOME TAXES AND INTEREST IN EARNINGS OF ASSOCIATES	(9		)	17			6			(72		)	—			(58		)
(Benefit from)/provision for income taxes	—			(19		)	—			(7		)	—			(26		)
(LOSS)/INCOME FROM CONTINUING OPERATIONS BEFORE INTEREST IN EARNINGS OF ASSOCIATES	(9		)	36			6			(65		)	—			(32		)
Interest in earnings of associates, net of tax	—			—			—			1			—			1
Equity account for subsidiaries	(23		)	(54		)	(55		)	—			132			—
NET (LOSS)/INCOME	(32		)	(18		)	(49		)	(64		)	132			(31		)
(Income)/loss attributable to non-controlling interests	—			—			—			(1		)	—			(1		)
NET (LOSS)/INCOME ATTRIBUTABLE TO WILLIS TOWERS WATSON	$	(32	)	$	(18	)	$	(49	)	$	(65	)	$	132		$	(32	)

Unaudited Condensed Consolidated Statement of Comprehensive Income



	Three Months Ended September 30, 2016
	Willis Towers Watson			The Other Guarantors			The Issuer			Other			Consolidating adjustments		Consolidated
Comprehensive (loss)/income before non-controlling interests	$	(72	)	$	(58	)	$	(59	)	$	(91	)	$	207	$	(73	)
Less: Comprehensive loss attributable to non-controlling interest	—			—			—			1			—		1
Comprehensive (loss)/income attributable to Willis Towers Watson	$	(72	)	$	(58	)	$	(59	)	$	(90	)	$	207	$	(72	)

Unaudited Condensed Consolidated Statement of Operations



	Three Months Ended September 30, 2015
	Willis Towers Watson			The Other Guarantors			The Issuer			Other			Consolidating adjustments			Consolidated
Revenues
Commissions and fees	$	—		$	6		$	—		$	835		$	—		$	841
Interest and other income	—			1			—			4			—			5
Total revenues	—			7			—			839			—			846
Costs of providing services
Salaries and benefits	—			19			—			551			—			570
Other operating expenses	2			37			—			138			—			177
Depreciation	—			5			—			20			—			25
Amortization	—			—			—			23			—			23
Restructuring costs	—			3			—			21			—			24
Integration expenses	—			—			—			—			—			—
Total costs of providing services	2			64			—			753			—			819
(Loss)/income from operations	(2		)	(57		)	—			86			—			27
Income from Group undertakings	—			(96		)	(24		)	(33		)	153			—
Expenses due to Group undertakings	—			58			(1		)	96			(153		)	—
Interest expense	11			9			10			5			—			35
Other expense/(income), net	—			(2		)	—			(8		)	1			(9		)
(LOSS)/INCOME FROM CONTINUING OPERATIONS BEFORE INCOME TAXES AND INTEREST IN EARNINGS OF ASSOCIATES	(13		)	(26		)	15			26			(1		)	1
(Benefit from)/provision for income taxes	—			(14		)	2			(100		)	—			(112		)
(LOSS)/INCOME FROM CONTINUING OPERATIONS BEFORE INTEREST IN EARNINGS OF ASSOCIATES	(13		)	(12		)	13			126			(1		)	113
Interest in earnings/(loss) of associates, net of tax	—			3			—			—			—			3
Equity account for subsidiaries	130			142			114			—			(386		)	—
NET INCOME/(LOSS)	117			133			127			126			(387		)	116
Loss attributable to non-controlling interests	—			—			—			1			—			1
NET INCOME/(LOSS) ATTRIBUTABLE TO WILLIS TOWERS WATSON	$	117		$	133		$	127		$	127		$	(387	)	$	117

Unaudited Condensed Consolidated Statement of Comprehensive Income



	Three Months Ended September 30, 2015
	Willis Towers Watson		The Other Guarantors		The Issuer		Other		Consolidating adjustments			Consolidated
Comprehensive income/(loss) before non-controlling interests	$	35	$	51	$	48	$	54	$	(158	)	$	30
Less: Comprehensive loss attributable to non-controlling interest	—		—		—		5		—			5
Comprehensive income/(loss) attributable to Willis Towers Watson	$	35	$	51	$	48	$	59	$	(158	)	$	35

Unaudited Condensed Consolidated Statement of Operations



	Nine Months Ended September 30, 2016
	Willis Towers Watson			The Other Guarantors			The Issuer			Other			Consolidating adjustments			Consolidated
Revenues
Commissions and fees	$	—		$	16		$	—		$	5,858		$	—		$	5,874
Interest and other income	—			1			—			85			—			86
Total revenues	—			17			—			5,943			—			5,960
Costs of providing services
Salaries and benefits	1			39			—			3,479			—			3,519
Other operating expenses	4			166			—			1,001			—			1,171
Depreciation	—			14			—			118			—			132
Amortization	—			—			—			443			—			443
Restructuring costs	—			41			—			74			—			115
Integration expenses	—			28			—			89			—			117
Total costs of providing services	5			288			—			5,204			—			5,497
(Loss)/income from operations	(5		)	(271		)	—			739			—			463
Income from Group undertakings	—			(451		)	(98		)	(104		)	653			—
Expenses due to Group undertakings	—			173			19			461			(653		)	—
Interest expense	25			28			66			19			—			138
Other expense/(income), net	1			(2		)	—			27			—			26
(LOSS)/INCOME FROM CONTINUING OPERATIONS BEFORE INCOME TAXES AND INTEREST IN EARNINGS OF ASSOCIATES	(31		)	(19		)	13			336			—			299
(Benefit from)/provision for income taxes	—			(74		)	1			84			—			11
(LOSS)/INCOME FROM CONTINUING OPERATIONS BEFORE INTEREST IN EARNINGS OF ASSOCIATES	(31		)	55			12			252			—			288
Interest in earnings/(loss) of associates, net of tax	—			—			—			2			—			2
Equity account for subsidiaries	309			234			57			—			(600		)	—
NET INCOME/(LOSS)	278			289			69			254			(600		)	290
(Income) attributable to non-controlling interests	—			—			—			(12		)	—			(12		)
NET INCOME/(LOSS) ATTRIBUTABLE TO WILLIS TOWERS WATSON	$	278		$	289		$	69		$	242		$	(600	)	$	278

Unaudited Condensed Consolidated Statement of Comprehensive Income



	Nine Months Ended September 30, 2016
	Willis Towers Watson		The Other Guarantors		The Issuer			Other			Consolidating adjustments			Consolidated
Comprehensive income/(loss) before non-controlling interests	$	94	$	104	$	(3	)	$	88		$	(187	)	$	96
Less: Comprehensive (income) attributable to non-controlling interest	—		—		—			(2		)	—			(2		)
Comprehensive income/(loss) attributable to Willis Towers Watson	$	94	$	104	$	(3	)	$	86		$	(187	)	$	94

Unaudited Condensed Consolidated Statement of Operations



	Nine Months Ended September 30, 2015
	Willis Towers Watson			The Other Guarantors			The Issuer			Other			Consolidating adjustments			Consolidated
Revenues
Commissions and fees	$	—		$	10		$	—		$	2,829		$	—		$	2,839
Interest and other income	—			1			—			15			—			16
Total revenues	—			11			—			2,844			—			2,855
Costs of providing services
Salaries and benefits	1			61			—			1,636			—			1,698
Other operating expenses	11			103			—			402			—			516
Depreciation	—			16			—			54			—			70
Amortization	—			—			—			53			—			53
Restructuring costs	—			30			—			63			—			93
Integration expenses	—			—			—			—			—			—
Total costs of providing services	12			210			—			2,208			—			2,430
(Loss)/income from operations	(12		)	(199		)	—			636			—			425
Income from Group undertakings	—			(276		)	(69		)	(82		)	427			—
Expenses due to Group undertakings	—			151			13			263			(427		)	—
Interest expense	32			30			29			12			—			103
Other expense/(income), net	8			(2		)	—			(32		)	—			(26		)
(LOSS) INCOME FROM CONTINUING OPERATIONS BEFORE INCOME TAXES AND INTEREST IN EARNINGS OF ASSOCIATES	(52		)	(102		)	27			475			—			348
(Benefit from)/provision for income taxes	—			(56		)	5			14			—			(37		)
(LOSS)/INCOME FROM CONTINUING OPERATIONS BEFORE INTEREST IN EARNINGS OF ASSOCIATES	(52		)	(46		)	22			461			—			385
Interest in earnings/(loss) of associates, net of tax	—			7			—			10			—			17
Equity account for subsidiaries	449			484			375			—			(1,308		)	—
NET INCOME/(LOSS)	397			445			397			471			(1,308		)	402
(Income) attributable to non-controlling interests	—			—			—			(5		)	—			(5		)
NET INCOME/(LOSS) ATTRIBUTABLE TO WILLIS TOWERS WATSON	$	397		$	445		$	397		$	466		$	(1,308	)	$	397

Unaudited Condensed Consolidated Statement of Comprehensive Income



	Nine Months Ended September 30, 2015
	Willis Towers Watson		The Other Guarantors		The Issuer		Other		Consolidating adjustments			Consolidated
Comprehensive income/(loss) before non-controlling interests	$	509	$	559	$	522	$	600	$	(1,683	)	$	507
Less: Comprehensive loss attributable to non-controlling interest	—		—		—		2		—			2
Comprehensive income/(loss) attributable to Willis Towers Watson	$	509	$	559	$	522	$	602	$	(1,683	)	$	509

Unaudited Condensed Consolidated Balance Sheet



	As of September 30, 2016
	Willis Towers Watson		The Other Guarantors		The Issuer		Other		Consolidating adjustments			Consolidated
ASSETS
Cash and cash equivalents	$	—	$	—	$	—	$	767	$	—		$	767
Fiduciary assets	—		—		—		11,604		—			11,604
Accounts receivable, net	—		5		—		2,038		—			2,043
Prepaid and other current assets	2		94		2		283		(62		)	319
Amounts due from group undertakings	7,431		4,549		1,750		2,374		(16,104		)	—
Total current assets	7,433		4,648		1,752		17,066		(16,166		)	14,733
Investments in subsidiaries	3,900		9,401		8,141		—		(21,442		)	—
Fixed assets, net	—		64		—		747		—			811
Goodwill	—		—		—		10,483		—			10,483
Other intangible assets, net	—		64		—		4,589		(64		)	4,589
Pension benefits assets	—		—		—		857		—			857
Other non-current assets	—		56		—		273		(1		)	328
Non-current amounts due from group undertakings	—		1,253		918		—		(2,171		)	—
Total non-current assets	3,900		10,838		9,059		16,949		(23,678		)	17,068
TOTAL ASSETS	$	11,333	$	15,486	$	10,811	$	34,015	$	(39,844	)	$	31,801
LIABILITIES AND EQUITY
Fiduciary liabilities	$	—	$	—	$	—	$	11,604	$	—		$	11,604
Deferred revenue and accrued expenses	1		36		2		1,307		(64		)	1,282
Short-term debt and current portion of long-term debt	—		394		22		103		—			519
Other current liabilities	69		62		16		727		(62		)	812
Amounts due to group undertakings	—		10,369		—		5,735		(16,104		)	—
Total current liabilities	70		10,861		40		19,476		(16,230		)	14,217
Long-term debt	496		186		2,395		190		—			3,267
Liability for pension benefits	—		—		—		1,089		—			1,089
Deferred tax liabilities	—		—		—		1,138		(1		)	1,137
Provision for liabilities	—		120		—		473		—			593
Other non-current liabilities	—		59		—		480		5			544
Non-current amounts due to group undertakings	—		518		430		1,223		(2,171		)	—
Total non-current liabilities	496		883		2,825		4,593		(2,167		)	6,630
TOTAL LIABILITIES	566		11,744		2,865		24,069		(18,397		)	20,847
REDEEMABLE NONCONTROLLING INTEREST	—		—		—		53		—			53
EQUITY
Total Willis Towers Watson shareholders’ equity	10,767		3,742		7,946		9,759		(21,447		)	10,767
Noncontrolling interests	—		—		—		134		—			134
Total equity	10,767		3,742		7,946		9,893		(21,447		)	10,901
TOTAL LIABILITIES AND EQUITY	$	11,333	$	15,486	$	10,811	$	34,015	$	(39,844	)	$	31,801

Unaudited Condensed Consolidated Balance Sheet



	As of December 31, 2015
	Willis Towers Watson		The Other Guarantors			The Issuer		Other		Consolidating adjustments			Consolidated
ASSETS
Cash and cash equivalents	$	3	$	2		$	—	$	527	$	—		$	532
Fiduciary assets	—		—			—		10,458		—			10,458
Accounts receivable, net	—		7			—		1,251		—			1,258
Prepaid and other current assets	1		72			—		194		(12		)	255
Amounts due from group undertakings	3,423		951			1,538		1,259		(7,171		)	—
Total current assets	3,427		1,032			1,538		13,689		(7,183		)	12,503
Investments in subsidiaries	—		4,069			3,092		—		(7,161		)	—
Fixed assets, net	—		58			—		505		—			563
Goodwill	—		—			—		3,737		—			3,737
Other intangible assets, net	—		—			—		1,115		—			1,115
Pension benefits assets	—		—			—		623		—			623
Other non-current assets	—		9			1		288		—			298
Non-current amounts due from group undertakings	—		785			518		—		(1,303		)	—
Total non-current assets	—		4,921			3,611		6,268		(8,464		)	6,336
TOTAL ASSETS	$	3,427	$	5,953		$	5,149	$	19,957	$	(15,647	)	$	18,839
LIABILITIES AND EQUITY
Fiduciary liabilities	$	—	$	—		$	—	$	10,458	$	—		$	10,458
Deferred revenue and accrued expenses	1		68			—		683		—			752
Short-term debt and current portion of long-term debt	300		—			609		79		—			988
Other current liabilities	15		50			16		534		(12		)	603
Amounts due to group undertakings	—		5,234			435		1,502		(7,171		)	—
Total current liabilities	316		5,352			1,060		13,256		(7,183		)	12,801
Investment in subsidiaries	387		—			—		—		(387		)	—
Long-term debt	495		580			1,203		—		—			2,278
Liability for pension benefits	—		—			—		279		—			279
Deferred tax liabilities	—		1			—		239		—			240
Provision for liabilities	—		—			—		295		—			295
Other non-current liabilities	—		36			—		497		—			533
Non-current amounts due to group undertakings	—		518			—		785		(1,303		)	—
Total non-current liabilities	882		1,135			1,203		2,095		(1,690		)	3,625
TOTAL LIABILITIES	1,198		6,487			2,263		15,351		(8,873		)	16,426
REDEEMABLE NONCONTROLLING INTEREST	—		—			—		53		—			53
EQUITY
Total Willis Towers Watson shareholders’ equity	2,229		(534		)	2,886		4,422		(6,774		)	2,229
Noncontrolling interests	—		—			—		131		—			131
Total equity	2,229		(534		)	2,886		4,553		(6,774		)	2,360
TOTAL LIABILITIES AND EQUITY	$	3,427	$	5,953		$	5,149	$	19,957	$	(15,647	)	$	18,839

Unaudited Condensed Consolidated Statement of Cash Flows



	Nine Months Ended September 30, 2016
	Willis Towers Watson			The Other Guarantors			The Issuer			Other			Consolidating adjustments			Consolidated
NET CASH FROM/(USED IN) OPERATING ACTIVITIES	$	6		$	(314	)	$	9		$	976		$	(69	)	$	608
CASH FLOWS FROM/(USED IN) INVESTING ACTIVITIES
Additions to fixed assets and software for internal use	—			(84		)	—			(131		)	64			(151		)
Capitalized software costs	—			—			—			(64		)	—			(64		)
Acquisitions of operations, net of cash acquired	—			—			—			476			—			476
Other, net	—			1			—			16			5			22
Proceeds from intercompany investing activities	47			42			17			18			(124		)	—
Repayments of intercompany investing activities	(4,015		)	(3,386		)	(567		)	(805		)	8,773			—
Reduction in investment in subsidiaries	4,600			3,600			—			—			(8,200		)	—
Additional investment in subsidiaries	—			(4,600		)	—			(3,600		)	8,200			—
Net cash from/(used in) investing activities	$	632		$	(4,427	)	$	(550	)	$	(4,090	)	$	8,718		$	283
CASH FLOWS (USED IN)/FROM FINANCING ACTIVITIES
Net (repayments)/borrowings on revolving credit facility	—			—			(389		)	—			—			(389		)
Senior notes issued	—			—			1,606			—			—			1,606
Proceeds from issue of other debt	—			—			400			4			—			404
Debt issuance costs	—			—			(14		)	—			—			(14		)
Repayments of debt	(300		)	—			(1,032		)	(529		)	—			(1,861		)
Repurchase of shares	(222		)	—			—			—			—			(222		)
Proceeds from issuance of shares and excess tax benefit	44			—			—			—			—			44
Payments of deferred and contingent consideration related to acquisitions	—			—			—			(64		)	—			(64		)
Dividends paid	(133		)	—			—			—			—			(133		)
Acquisitions of and dividends paid to noncontrolling interests	—			—			—			(17		)	—			(17		)
Proceeds from intercompany financing activities	—			4,756			—			4,017			(8,773		)	—
Repayments of intercompany financing activities	(30		)	(17		)	(30		)	(47		)	124			—
Net cash (used in)/from financing activities	$	(641	)	$	4,739		$	541		$	3,364		$	(8,649	)	$	(646	)
(DECREASE)/INCREASE IN CASH AND CASH EQUIVALENTS	(3		)	(2		)	—			250			—			245
Effect of exchange rate changes on cash and cash equivalents	—			—			—			(10		)	—			(10		)
CASH AND CASH EQUIVALENTS, BEGINNING OF PERIOD	3			2			—			527			—			532
CASH AND CASH EQUIVALENTS, END OF PERIOD	$	—		$	—		$	—		$	767		$	—		$	767

Unaudited Condensed Consolidated Statement of Cash Flows



	Nine Months Ended September 30, 2015
	Willis Towers Watson			The Other Guarantors			The Issuer			Other			Consolidating adjustments			Consolidated
NET CASH (USED IN)/FROM OPERATING ACTIVITIES	$	(16	)	$	93		$	8		$	28		$	—		$	113
CASH FLOWS FROM/(USED IN) INVESTING ACTIVITIES
Additions to fixed assets and software for internal use	—			(11		)	—			(89		)	—			(100		)
Acquisitions of operations, net of cash acquired	—			—			—			(293		)	—			(293		)
Net proceeds from sale of operations	—			—			—			45			—			45
Other, net	—			—			—			—			—			—
Proceeds from intercompany investing activities	160			131			—			149			(440		)	—
Repayments of intercompany investing activities	—			—			(268		)	(269		)	537			—
Additional investment in subsidiaries	—			(274		)	—			—			274			—
Net cash from/(used in) investing activities	$	160		$	(154	)	$	(268	)	$	(457	)	$	371		$	(348	)
CASH FLOWS (USED IN)/FROM FINANCING ACTIVITIES
Net (repayments)/borrowings on revolving credit facility	—			—			420			—			—			420
Debt issuance costs	—			—			—			(1		)	—			(1		)
Repayments of debt	—			(148		)	(11		)	—			—			(159		)
Repurchase of shares	(82		)	—			—			—			—			(82		)
Proceeds from issuance of shares and excess tax benefit	95			—			—			279			(274		)	100
Dividends paid	(165		)	—			—			—			—			(165		)
Acquisitions of and dividends paid to noncontrolling interests	—			—			—			(19		)	—			(19		)
Proceeds from intercompany financing activities	—			269			—			268			(537		)	—
Repayments of intercompany financing activities	—			(59		)	(149		)	(232		)	440			—
Net cash (used in)/from financing activities	$	(152	)	$	62		$	260		$	295		$	(371	)	$	94
DECREASE IN CASH AND CASH EQUIVALENTS	(8		)	1			—			(134		)	—			(141		)
Effect of exchange rate changes on cash and cash equivalents	—			—			—			(28		)	—			(28		)
CASH AND CASH EQUIVALENTS, BEGINNING OF PERIOD	9			2			—			624			—			635
CASH AND CASH EQUIVALENTS, END OF PERIOD	$	1		$	3		$	—		$	462		$	—		$	466

Condensed Financial Information of Parent Company Only Disclosure [Abstract]

Financial Information for Issuer, Parent Guarantor, Other Guarantor Subsidiaries and Non-Guarantor Subsidiaries

9 Months Ended

Sep. 30, 2016

Financial Information for Issuer, Parent Guarantor, Other Guarantor Subsidiaries and Non-Guarantor Subsidiaries

Financial Information for Parent Guarantor, Other Guarantor Subsidiaries and Non-Guarantor Subsidiaries

Presented below is condensed consolidating financial information for:


(i)	Willis Towers Watson, which is a guarantor, on a parent company only basis;


(ii)	the Other Guarantors, which are all 100 percent directly or indirectly owned subsidiaries of the parent and are all direct or indirect parents of the issuer;


(iii)	the Issuer, Willis North America;


(iv)	Other, which are the non-guarantor subsidiaries, on a combined basis;


(v)	Consolidating adjustments; and


(vi)	the Consolidated Company.

The equity method has been used for investments in subsidiaries in the condensed consolidating balance sheets as of September 30, 2016 of Willis Towers Watson, the Other Guarantors and the Issuer.

Unaudited Condensed Consolidated Statement of Operations



	Three Months Ended September 30, 2016
	Willis Towers Watson			The Other Guarantors			The Issuer			Other			Consolidating adjustments			Consolidated
Revenues
Commissions and fees	$	—		$	—		$	5		$	1,756		$	—		$	1,761
Interest and other income	—			—			—			16			—			16
Total revenues	—			—			5			1,772			—			1,777
Costs of providing services
Salaries and benefits	—			—			14			1,105			—			1,119
Other operating expenses	1			27			10			332			—			370
Depreciation	—			1			4			40			—			45
Amortization	—			—			—			157			—			157
Restructuring costs	—			7			7			35			—			49
Integration expenses	—			1			5			30			—			36
Total costs of providing services	1			36			40			1,699			—			1,776
(Loss)/income from operations	(1		)	(36		)	(35		)	73			—			1
Income from Group undertakings	—			(126		)	(61		)	(34		)	221			—
Expenses due to Group undertakings	—			13			48			160			(221		)	—
Interest expense	8			22			10			5			—			45
Other expense/(income), net	—			—			—			14			—			14
(LOSS)/INCOME FROM CONTINUING OPERATIONS BEFORE INCOME TAXES AND INTEREST IN EARNINGS OF ASSOCIATES	(9		)	55			(32		)	(72		)	—			(58		)
(Benefit from)/provision for income taxes	—			(9		)	(10		)	(7		)	—			(26		)
(LOSS)/INCOME FROM CONTINUING OPERATIONS BEFORE INTEREST IN EARNINGS OF ASSOCIATES	(9		)	64			(22		)	(65		)	—			(32		)
Interest in earnings of associates, net of tax	—			—			—			1			—			1
Equity account for subsidiaries	(23		)	(82		)	(29		)	—			134			—
NET (LOSS)/INCOME	(32		)	(18		)	(51		)	(64		)	134			(31		)
(Income)/loss attributable to non-controlling interests	—			—			—			(1		)	—			(1		)
NET (LOSS)/INCOME ATTRIBUTABLE TO WILLIS TOWERS WATSON	$	(32	)	$	(18	)	$	(51	)	$	(65	)	$	134		$	(32	)

Unaudited Condensed Consolidated Statement of Comprehensive Income



	Three Months Ended September 30, 2016
	Willis Towers Watson			The Other Guarantors			The Issuer			Other			Consolidating adjustments		Consolidated
Comprehensive (loss)/income before non-controlling interests	$	(72	)	$	(58	)	$	(77	)	$	(91	)	$	225	$	(73	)
Less: Comprehensive loss/(income) attributable to non-controlling interest	—			—			—			1			—		1
Comprehensive (loss)/income attributable to Willis Towers Watson	$	(72	)	$	(58	)	$	(77	)	$	(90	)	$	225	$	(72	)

Unaudited Condensed Consolidated Statement of Operations



	Three Months Ended September 30, 2015
	Willis Towers Watson			The Other Guarantors			The Issuer			Other			Consolidating adjustments			Consolidated
Revenues
Commissions and fees	$	—		$	—		$	6		$	835		$	—		$	841
Interest and other income	—			1			—			4			—			5
Total revenues	—			1			6			839			—			846
Costs of providing services
Salaries and benefits	—			1			18			551			—			570
Other operating expenses	2			24			13			138			—			177
Depreciation	—			1			4			20			—			25
Amortization	—			—			—			23			—			23
Restructuring costs	—			3			—			21			—			24
Total costs of providing services	2			29			35			753			—			819
(Loss)/income from operations	(2		)	(28		)	(29		)	86			—			27
Income from Group undertakings	—			(58		)	(66		)	(33		)	157			—
Expenses due to Group undertakings	—			8			53			96			(157		)	—
Interest expense	11			10			9			5			—			35
Other expense/(income), net	—			(2		)	—			(8		)	1			(9		)
(LOSS)/INCOME FROM CONTINUING OPERATIONS BEFORE INCOME TAXES AND INTEREST IN EARNINGS OF ASSOCIATES	(13		)	14			(25		)	26			(1		)	1
(Benefit from)/provision for income taxes	—			(4		)	(8		)	(100		)	—			(112		)
(LOSS)/INCOME FROM CONTINUING OPERATIONS BEFORE INTEREST IN EARNINGS OF ASSOCIATES	(13		)	18			(17		)	126			(1		)	113
Interest in earnings/(loss) of associates, net of tax	—			3			—			—			—			3
Equity account for subsidiaries	130			112			106			—			(348		)	—
NET INCOME/(LOSS)	117			133			89			126			(349		)	116
(Income)/loss attributable to non-controlling interests	—			—			—			1			—			1
NET INCOME/(LOSS) ATTRIBUTABLE TO WILLIS TOWERS WATSON	$	117		$	133		$	89		$	127		$	(349	)	$	117

Unaudited Condensed Consolidated Statement of Comprehensive Income



	Three Months Ended September 30, 2015
	Willis Towers Watson		The Other Guarantors		The Issuer		Other		Consolidating adjustments			Consolidated
Comprehensive income/(loss) before non-controlling interests	$	35	$	51	$	92	$	54	$	(202	)	$	30
Less: Comprehensive (income)/loss attributable to non-controlling interest	—		—		—		5		—			5
Comprehensive income/(loss) attributable to Willis Towers Watson	$	35	$	51	$	92	$	59	$	(202	)	$	35

Unaudited Condensed Consolidated Statement of Operations



	Nine Months Ended September 30, 2016
	Willis Towers Watson			The Other Guarantors			The Issuer			Other			Consolidating adjustments			Consolidated
Revenues
Commissions and fees	$	—		$	—		$	16		$	5,858		$	—		$	5,874
Interest and other income	—			1			—			85			—			86
Total revenues	—			1			16			5,943			—			5,960
Costs of providing services
Salaries and benefits	1			1			38			3,479			—			3,519
Other operating expenses	4			84			82			1,001			—			1,171
Depreciation	—			3			11			118			—			132
Amortization	—			—			—			443			—			443
Restructuring costs	—			18			23			74			—			115
Integration expenses	—			13			15			89			—			117
Total costs of providing services	5			119			169			5,204			—			5,497
(Loss)/income from operations	(5		)	(118		)	(153		)	739			—			463
Income from Group undertakings	—			(367		)	(177		)	(104		)	648			—
Expenses due to Group undertakings	—			53			134			461			(648		)	—
Interest expense	25			65			29			19			—			138
Other expense/(income), net	1			(2		)	—			27			—			26
(LOSS)/INCOME FROM CONTINUING OPERATIONS BEFORE INCOME TAXES AND INTEREST IN EARNINGS OF ASSOCIATES	(31		)	133			(139		)	336			—			299
(Benefit from)/provision for income taxes	—			(32		)	(41		)	84			—			11
(LOSS)/INCOME FROM CONTINUING OPERATIONS BEFORE INTEREST IN EARNINGS OF ASSOCIATES	(31		)	165			(98		)	252			—			288
Interest in earnings/(loss) of associates, net of tax	—			—			—			2			—			2
Equity account for subsidiaries	309			124			92			—			(525		)	—
NET INCOME/(LOSS)	278			289			(6		)	254			(525		)	290
(Income)/loss attributable to non-controlling interests	—			—			—			(12		)	—			(12		)
NET INCOME/(LOSS) ATTRIBUTABLE TO WILLIS TOWERS WATSON	$	278		$	289		$	(6	)	$	242		$	(525	)	$	278

Unaudited Condensed Consolidated Statement of Comprehensive Income



	Nine Months Ended September 30, 2016
	Willis Towers Watson		The Other Guarantors		The Issuer			Other			Consolidating adjustments			Consolidated
Comprehensive (loss)/income before non-controlling interests	$	94	$	104	$	(107	)	$	88		$	(83	)	$	96
Less: Comprehensive (income)/loss attributable to non-controlling interest	—		—		—			(2		)	—			(2		)
Comprehensive (loss)/income attributable to Willis Towers Watson	$	94	$	104	$	(107	)	$	86		$	(83	)	$	94

Unaudited Condensed Consolidated Statement of Operations



	Nine Months Ended September 30, 2015
	Willis Towers Watson			The Other Guarantors			The Issuer			Other			Consolidating adjustments			Consolidated
Revenues
Commissions and fees	$	—		$	—		$	10		$	2,829		$	—		$	2,839
Interest and other income	—			1			—			15			—			16
Total revenues	—			1			10			2,844			—			2,855
Costs of providing services
Salaries and benefits	1			1			60			1,636			—			1,698
Other operating expenses	11			79			24			402			—			516
Depreciation	—			4			12			54			—			70
Amortization	—			—			—			53			—			53
Restructuring costs	—			17			13			63			—			93
Total costs of providing services	12			101			109			2,208			—			2,430
(Loss)/income from operations	(12		)	(100		)	(99		)	636			—			425
Income from Group undertakings	—			(168		)	(178		)	(82		)	428			—
Expenses due to Group undertakings	—			23			142			263			(428		)	—
Interest expense	32			28			31			12			—			103
Other expense/(income), net	8			(2		)	—			(32		)	—			(26		)
(LOSS)/INCOME FROM CONTINUING OPERATIONS BEFORE INCOME TAXES AND INTEREST IN EARNINGS OF ASSOCIATES	(52		)	19			(94		)	475			—			348
(Benefit from)/provision for income taxes	—			(21		)	(30		)	14			—			(37		)
(LOSS)/INCOME FROM CONTINUING OPERATIONS BEFORE INTEREST IN EARNINGS OF ASSOCIATES	(52		)	40			(64		)	461			—			385
Interest in earnings/(loss) of associates, net of tax	—			7			—			10			—			17
Equity account for subsidiaries	449			398			202			—			(1,049		)	—
NET INCOME/(LOSS)	397			445			138			471			(1,049		)	402
(Income)/loss attributable to non-controlling interests	—			—			—			(5		)	—			(5		)
NET INCOME/(LOSS) ATTRIBUTABLE TO WILLIS TOWERS WATSON	$	397		$	445		$	138		$	466		$	(1,049	)	$	397

Unaudited Condensed Consolidated Statement of Comprehensive Income



	Nine Months Ended September 30, 2015
	Willis Towers Watson		The Other Guarantors		The Issuer		Other		Consolidating adjustments			Consolidated
Comprehensive income/(loss) before non-controlling interests	$	509	$	559	$	147	$	600	$	(1,308	)	$	507
Less: Comprehensive (income)/loss attributable to non-controlling interest	—		—		—		2		—			2
Comprehensive income/(loss) attributable to Willis Towers Watson	$	509	$	559	$	147	$	602	$	(1,308	)	$	509

Unaudited Condensed Consolidated Balance Sheet



	As of September 30, 2016
	Willis Towers Watson		The Other Guarantors		The Issuer		Other		Consolidating adjustments			Consolidated
ASSETS
Cash and cash equivalents	$	—	$	—	$	—	$	767	$	—		$	767
Fiduciary assets	—		—		—		11,604		—			11,604
Accounts receivable, net	—		—		5		2,038		—			2,043
Prepaid and other current assets	2		69		20		283		(55		)	319
Amounts due from group undertakings	7,431		5,567		1,189		2,374		(16,561		)	—
Total current assets	7,433		5,636		1,214		17,066		(16,616		)	14,733
Investments in subsidiaries	3,900		8,319		5,945		—		(18,164		)	—
Fixed assets, net	—		33		31		747		—			811
Goodwill	—		—		—		10,483		—			10,483
Other intangible assets, net	—		64		—		4,589		(64		)	4,589
Pension benefits assets	—		—		—		857		—			857
Other non-current assets	—		2		54		273		(1		)	328
Non-current amounts due from group undertakings	—		918		823		—		(1,741		)	—
Total non-current assets	3,900		9,336		6,853		16,949		(19,970		)	17,068
TOTAL ASSETS	$	11,333	$	14,972	$	8,067	$	34,015	$	(36,586	)	$	31,801
LIABILITIES AND EQUITY
Fiduciary liabilities	$	—	$	—	$	—	$	11,604	$	—		$	11,604
Deferred revenue and accrued expenses	1		15		23		1,307		(64		)	1,282
Short-term debt and current portion of long-term debt	—		22		394		103		—			519
Other current liabilities	69		67		4		727		(55		)	812
Amounts due to group undertakings	—		8,686		2,140		5,735		(16,561		)	—
Total current liabilities	70		8,790		2,561		19,476		(16,680		)	14,217
Long-term debt	496		2,395		186		190		—			3,267
Liability for pension benefits	—		—		—		1,089		—			1,089
Deferred tax liabilities	—		—		—		1,138		(1		)	1,137
Provision for liabilities	—		—		120		473		—			593
Other non-current liabilities	—		45		15		480		4			544
Amounts due to group undertakings	—		—		518		1,223		(1,741		)	—
Total non-current liabilities	496		2,440		839		4,593		(1,738		)	6,630
TOTAL LIABILITIES	566		11,230		3,400		24,069		(18,418		)	20,847
REDEEMABLE NONCONTROLLING INTEREST	—		—		—		53		—			53
EQUITY
Total Willis Towers Watson shareholders’ equity	10,767		3,742		4,667		9,759		(18,168		)	10,767
Noncontrolling interests	—		—		—		134		—			134
Total equity	10,767		3,742		4,667		9,893		(18,168		)	10,901
TOTAL LIABILITIES AND EQUITY	$	11,333	$	14,972	$	8,067	$	34,015	$	(36,586	)	$	31,801

Unaudited Condensed Consolidated Balance Sheet



	As of December 31, 2015
	Willis Towers Watson		The Other Guarantors			The Issuer			Other		Consolidating adjustments			Consolidated
ASSETS
Cash and cash equivalents	$	3	$	2		$	—		$	527	$	—		$	532
Fiduciary assets	—		—			—			10,458		—			10,458
Accounts receivable, net	—		—			7			1,251		—			1,258
Prepaid and other current assets	1		49			18			194		(7		)	255
Amounts due from group undertakings	3,423		1,684			822			1,259		(7,188		)	—
Total current assets	3,427		1,735			847			13,689		(7,195		)	12,503
Investments in subsidiaries	—		3,208			832			—		(4,040		)	—
Fixed assets, net	—		23			35			505		—			563
Goodwill	—		—			—			3,737		—			3,737
Other intangible assets, net	—		—			—			1,115		—			1,115
Pension benefits assets	—		—			—			623		—			623
Other non-current assets	—		8			2			288		—			298
Non-current amounts due from group undertakings	—		518			785			—		(1,303		)	—
Total non-current assets	—		3,757			1,654			6,268		(5,343		)	6,336
TOTAL ASSETS	$	3,427	$	5,492		$	2,501		$	19,957	$	(12,538	)	$	18,839
LIABILITIES AND EQUITY
Fiduciary liabilities	$	—	$	—		$	—		$	10,458	$	—		$	10,458
Deferred revenue and accrued expenses	1		13			55			683		—			752
Short-term debt and current portion of long-term debt	300		609			—			79		—			988
Other current liabilities	15		38			23			534		(7		)	603
Amounts due to group undertakings	—		4,141			1,545			1,502		(7,188		)	—
Total current liabilities	316		4,801			1,623			13,256		(7,195		)	12,801
Long-term debt	495		1,203			580			—		—			2,278
Liability for pension benefits	—		—			—			279		—			279
Deferred tax liabilities	—		1			—			239		—			240
Provision for liabilities	—		—			—			295		—			295
Investments in subsidiaries	387		—			—			—		(387		)	—
Other non-current liabilities	—		21			15			497		—			533
Non-current amounts due to group undertakings	—		—			518			785		(1,303		)	—
Total non-current liabilities	882		1,225			1,113			2,095		(1,690		)	3,625
TOTAL LIABILITIES	1,198		6,026			2,736			15,351		(8,885		)	16,426
REDEEMABLE NONCONTROLLING INTEREST	—		—			—			53		—			53
EQUITY
Total Willis Towers Watson shareholders’ equity	2,229		(534		)	(235		)	4,422		(3,653		)	2,229
Noncontrolling interests	—		—			—			131		—			131
Total equity	2,229		(534		)	(235		)	4,553		(3,653		)	2,360
TOTAL LIABILITIES AND EQUITY	$	3,427	$	5,492		$	2,501		$	19,957	$	(12,538	)	$	18,839

Unaudited Condensed Consolidated Statement of Cash Flows



	Nine Months Ended September 30, 2016
	Willis Towers Watson			The Other Guarantors			The Issuer			Other			Consolidating adjustments			Consolidated
NET CASH FROM/(USED IN) OPERATING ACTIVITIES	$	6		$	(130	)	$	(175	)	$	976		$	(69	)	$	608
CASH FLOWS FROM/(USED IN) INVESTING ACTIVITIES
Additions to fixed assets and software for internal use	—			(76		)	(8		)	(131		)	64			(151		)
Capitalized software costs	—			—			—			(64		)	—			(64		)
Acquisitions of operations, net of cash acquired	—			—			—			476			—			476
Other, net	—			—			1			16			5			22
Proceeds from intercompany investing activities	47			47			—			18			(112		)	—
Repayments of intercompany investing activities	(4,015		)	(3,953		)	—			(805		)	8,773			—
Reduction in investment in subsidiaries	4,600			3,600			—			—			(8,200		)	—
Additional investment in subsidiaries	—			(4,600		)	—			(3,600		)	8,200			—
Net cash from/(used in) investing activities	$	632		$	(4,982	)	$	(7	)	$	(4,090	)	$	8,730		$	283
CASH FLOWS (USED IN)/FROM FINANCING ACTIVITIES
Net (repayments)/borrowings on revolving credit facility	—			(389		)	—			—			—			(389		)
Senior notes issued	—			1,606			—			—			—			1,606
Proceeds from issue of other debt	—			400			—			4			—			404
Debt issuance costs	—			(14		)	—			—			—			(14		)
Repayments of debt	(300		)	(1,032		)	—			(529		)	—			(1,861		)
Repurchase of shares	(222		)	—			—			—			—			(222		)
Proceeds from issuance of shares and excess tax benefit	44			—			—			—			—			44
Payments of deferred and contingent consideration related to acquisitions	—			—			—			(64		)	—			(64		)
Dividends paid	(133		)	—			—			—			—			(133		)
Acquisitions of and dividends paid to noncontrolling interests	—			—			—			(17		)	—			(17		)
Proceeds from intercompany financing activities	—			4,557			199			4,017			(8,773		)	—
Repayments of intercompany financing activities	(30		)	(18		)	(17		)	(47		)	112			—
Net cash (used in)/from financing activities	$	(641	)	$	5,110		$	182		$	3,364		$	(8,661	)	$	(646	)
(DECREASE)/INCREASE IN CASH AND CASH EQUIVALENTS	(3		)	(2		)	—			250			—			245
Effect of exchange rate changes on cash and cash equivalents	—			—			—			(10		)	—			(10		)
CASH AND CASH EQUIVALENTS, BEGINNING OF PERIOD	3			2			—			527			—			532
CASH AND CASH EQUIVALENTS, END OF PERIOD	$	—		$	—		$	—		$	767		$	—		$	767

Unaudited Condensed Consolidated Statement of Cash Flows



	Nine Months Ended September 30, 2015
	Willis Towers Watson			The Other Guarantors			The Issuer			Other			Consolidating adjustments			Consolidated
NET CASH (USED IN)/FROM OPERATING ACTIVITIES	$	(16	)	$	96		$	5		$	28		$	—		$	113
CASH FLOWS FROM/(USED IN) INVESTING ACTIVITIES
Additions to fixed assets and software for internal use	—			(5		)	(6		)	(89		)	—			(100		)
Acquisitions of operations, net of cash acquired	—			—			—			(293		)	—			(293		)
Net proceeds from sale of operations	—			—			—			45			—			45
Proceeds from intercompany investing activities	160			49			82			149			(440		)	—
Repayments of intercompany investing activities	—			(268		)	—			(269		)	537			—
Additional investment in subsidiaries	—			(274		)	—			—			274			—
Net cash from/(used in) investing activities	$	160		$	(498	)	$	76		$	(457	)	$	371		$	(348	)
CASH FLOWS (USED IN)/FROM FINANCING ACTIVITIES
Net (repayments)/borrowings on revolving credit facility	—			420			—			—			—			420
Debt issuance costs	—			—			—			(1		)	—			(1		)
Repayments of debt	—			(11		)	(148		)	—			—			(159		)
Repurchase of shares	(82		)	—			—			—			—			(82		)
Proceeds from issuance of shares and excess tax benefit	95			—			—			279			(274		)	100
Dividends paid	(165		)	—			—			—			—			(165		)
Acquisitions of and dividends paid to noncontrolling interests	—			—			—			(19		)	—			(19		)
Proceeds from intercompany financing activities	—			202			67			268			(537		)	—
Repayments of intercompany financing activities	—			(208		)	—			(232		)	440			—
Net cash (used in)/from financing activities	$	(152	)	$	403		$	(81	)	$	295		$	(371	)	$	94
DECREASE IN CASH AND CASH EQUIVALENTS	(8		)	1			—			(134		)	—			(141		)
Effect of exchange rate changes on cash and cash equivalents	—			—			—			(28		)	—			(28		)
CASH AND CASH EQUIVALENTS, BEGINNING OF PERIOD	9			2			—			624			—			635
CASH AND CASH EQUIVALENTS, END OF PERIOD	$	1		$	3		$	—		$	462		$	—		$	466

Financial Information for Parent Issuer, Guarantor Subsidiaries and Non-Guarantor Subsidiaries

Presented below is condensed consolidating financial information for:


(i)	Willis Towers Watson, which is the Parent Issuer;


(ii)	the Guarantors, which are all 100 percent directly or indirectly owned subsidiaries of the parent;


(iii)	Other, which are the non-guarantor subsidiaries, on a combined basis;


(iv)	Consolidating adjustments; and


(v)	the Consolidated Company.

The equity method has been used for investments in subsidiaries in the condensed consolidating balance sheets as of September 30, 2016 of Willis Towers Watson and the Guarantors.

Unaudited Condensed Consolidated Statement of Operations



	Three Months Ended September 30, 2016
	Willis Towers Watson — the Parent Issuer			The Guarantors			Other			Consolidating adjustments			Consolidated
Revenues
Commissions and fees	$	—		$	5		$	1,756		$	—		$	1,761
Interest and other income	—			—			16			—			16
Total revenues	—			5			1,772			—			1,777
Costs of providing services
Salaries and benefits	—			14			1,105			—			1,119
Other operating expenses	1			37			332			—			370
Depreciation	—			5			40			—			45
Amortization	—			—			157			—			157
Restructuring costs	—			14			35			—			49
Integration expenses	—			6			30			—			36
Total costs of providing services	1			76			1,699			—			1,776
(Loss)/income from operations	(1		)	(71		)	73			—			1
Income from Group undertakings	—			(159		)	(34		)	193			—
Expenses due to Group undertakings	—			33			160			(193		)	—
Interest expense	8			32			5			—			45
Other expense/(income), net	—			—			14			—			14
(LOSS)/INCOME FROM CONTINUING OPERATIONS BEFORE INCOME TAXES AND INTEREST IN EARNINGS OF ASSOCIATES	(9		)	23			(72		)	—			(58		)
(Benefit from)/provision for income taxes	—			(19		)	(7		)	—			(26		)
(LOSS)/INCOME FROM CONTINUING OPERATIONS BEFORE INTEREST IN EARNINGS OF ASSOCIATES	(9		)	42			(65		)	—			(32		)
Interest in earnings of associates, net of tax	—			—			1			—			1
Equity account for subsidiaries	(23		)	(60		)	—			83			—
NET (LOSS)/INCOME	(32		)	(18		)	(64		)	83			(31		)
(Income)/loss attributable to non-controlling interests	—			—			(1		)	—			(1		)
NET (LOSS)/INCOME ATTRIBUTABLE TO WILLIS TOWERS WATSON	$	(32	)	$	(18	)	$	(65	)	$	83		$	(32	)

Unaudited Condensed Consolidated Statement of Comprehensive Income



	Three Months Ended September 30, 2016
	Willis Towers Watson — the Parent Issuer			The Guarantors			Other			Consolidating adjustments		Consolidated
Comprehensive (loss)/income before non-controlling interests	$	(72	)	$	(58	)	$	(91	)	$	148	$	(73	)
Less: Comprehensive loss/(income) attributable to non-controlling interest	—			—			1			—		1
Comprehensive (loss)/income attributable to Willis Towers Watson	$	(72	)	$	(58	)	$	(90	)	$	148	$	(72	)

Unaudited Condensed Consolidated Statement of Operations



	Three Months Ended September 30, 2015
	Willis Towers Watson — the Parent Issuer			The Guarantors			Other			Consolidating adjustments			Consolidated
Revenues
Commissions and fees	$	—		$	6		$	835		$	—		$	841
Interest and other income	—			1			4			—			5
Total revenues	—			7			839			—			846
Costs of providing services
Salaries and benefits	—			19			551			—			570
Other operating expenses	2			37			138			—			177
Depreciation	—			5			20			—			25
Amortization	—			—			23			—			23
Restructuring costs	—			3			21			—			24
Total costs of providing services	2			64			753			—			819
(Loss)/income from operations	(2		)	(57		)	86			—			27
Income from Group undertakings	—			(97		)	(33		)	130			—
Expenses due to Group undertakings	—			34			96			(130		)	—
Interest expense	11			19			5			—			35
Other expense/(income), net	—			(2		)	(8		)	1			(9		)
(LOSS)/INCOME FROM CONTINUING OPERATIONS BEFORE INCOME TAXES AND INTEREST IN EARNINGS OF ASSOCIATES	(13		)	(11		)	26			(1		)	1
(Benefit from)/provision for income taxes	—			(12		)	(100		)	—			(112		)
(LOSS)/INCOME FROM CONTINUING OPERATIONS BEFORE INTEREST IN EARNINGS OF ASSOCIATES	(13		)	1			126			(1		)	113
Interest in earnings/(loss) of associates, net of tax	—			3			—			—			3
Equity account for subsidiaries	130			129			—			(259		)	—
NET INCOME/(LOSS)	117			133			126			(260		)	116
(Income)/loss attributable to non-controlling interests	—			—			1			—			1
NET INCOME/(LOSS) ATTRIBUTABLE TO WILLIS TOWERS WATSON	$	117		$	133		$	127		$	(260	)	$	117

Unaudited Condensed Consolidated Statement of Comprehensive Income



	Three Months Ended September 30, 2015
	Willis Towers Watson — the Parent Issuer		The Guarantors		Other		Consolidating adjustments			Consolidated
Comprehensive income/(loss) before non-controlling interests	$	35	$	51	$	54	$	(110	)	$	30
Less: Comprehensive (income)/loss attributable to non-controlling interest	—		—		5		—			5
Comprehensive income/(loss) attributable to Willis Towers Watson	$	35	$	51	$	59	$	(110	)	$	35

Unaudited Condensed Consolidated Statement of Operations



	Nine Months Ended September 30, 2016
	Willis Towers Watson — the Parent Issuer			The Guarantors			Other			Consolidating adjustments			Consolidated
Revenues
Commissions and fees	$	—		$	16		$	5,858		$	—		$	5,874
Interest and other income	—			1			85			—			86
Total revenues	—			17			5,943			—			5,960
Costs of providing services
Salaries and benefits	1			39			3,479			—			3,519
Other operating expenses	4			166			1,001			—			1,171
Depreciation	—			14			118			—			132
Amortization	—			—			443			—			443
Restructuring costs	—			41			74			—			115
Integration expenses	—			28			89			—			117
Total costs of providing services	5			288			5,204			—			5,497
(Loss)/income from operations	(5		)	(271		)	739			—			463
Income from Group undertakings	—			(461		)	(104		)	565			—
Expenses due to Group undertakings	—			104			461			(565		)	—
Interest expense	25			94			19			—			138
Other expense/(income), net	1			(2		)	27			—			26
(LOSS)/INCOME FROM CONTINUING OPERATIONS BEFORE INCOME TAXES AND INTEREST IN EARNINGS OF ASSOCIATES	(31		)	(6		)	336			—			299
(Benefit from)/provision for income taxes	—			(73		)	84			—			11
(LOSS)/INCOME FROM CONTINUING OPERATIONS BEFORE INTEREST IN EARNINGS OF ASSOCIATES	(31		)	67			252			—			288
Interest in earnings/(loss) of associates, net of tax	—			—			2			—			2
Equity account for subsidiaries	309			222			—			(531		)	—
NET INCOME/(LOSS)	278			289			254			(531		)	290
(Income)/loss attributable to non-controlling interests	—			—			(12		)	—			(12		)
NET INCOME/(LOSS) ATTRIBUTABLE TO WILLIS TOWERS WATSON	$	278		$	289		$	242		$	(531	)	$	278

Unaudited Condensed Consolidated Statement of Comprehensive Income



	Nine Months Ended September 30, 2016
	Willis Towers Watson — the Parent Issuer		The Guarantors		Other			Consolidating adjustments			Consolidated
Comprehensive income/(loss) before non-controlling interests	$	94	$	104	$	88		$	(190	)	$	96
Less: Comprehensive (income)/loss attributable to non-controlling interest	—		—		(2		)	—			(2		)
Comprehensive income/(loss) attributable to Willis Towers Watson	$	94	$	104	$	86		$	(190	)	$	94

Unaudited Condensed Consolidated Statement of Operations



	Nine Months Ended September 30, 2015
	Willis Towers Watson — the Parent Issuer			The Guarantors			Other			Consolidating adjustments			Consolidated
Revenues
Commissions and fees	$	—		$	10		$	2,829		$	—		$	2,839
Interest and other income	—			1			15			—			16
Total revenues	—			11			2,844			—			2,855
Costs of providing services
Salaries and benefits	1			61			1,636			—			1,698
Other operating expenses	11			103			402			—			516
Depreciation	—			16			54			—			70
Amortization	—			—			53			—			53
Restructuring costs	—			30			63			—			93
Total costs of providing services	12			210			2,208			—			2,430
(Loss)/income from operations	(12		)	(199		)	636			—			425
Income from Group undertakings	—			(264		)	(82		)	346			—
Expenses due to Group undertakings	—			83			263			(346		)	—
Interest expense	32			59			12			—			103
Other expense/(income), net	8			(2		)	(32		)	—			(26		)
(LOSS)/INCOME FROM CONTINUING OPERATIONS BEFORE INCOME TAXES AND INTEREST IN EARNINGS OF ASSOCIATES	(52		)	(75		)	475			—			348
(Benefit from)/provision for income taxes	—			(51		)	14			—			(37		)
(LOSS)/INCOME FROM CONTINUING OPERATIONS BEFORE INTEREST IN EARNINGS OF ASSOCIATES	(52		)	(24		)	461			—			385
Interest in earnings/(loss) of associates, net of tax	—			7			10			—			17
Equity account for subsidiaries	449			462			—			(911		)	—
NET INCOME/(LOSS)	397			445			471			(911		)	402
(Income)/loss attributable to non-controlling interests	—			—			(5		)	—			(5		)
NET INCOME/(LOSS) ATTRIBUTABLE TO WILLIS TOWERS WATSON	$	397		$	445		$	466		$	(911	)	$	397

Unaudited Condensed Consolidated Statement of Comprehensive Income



	Nine Months Ended September 30, 2015
	Willis Towers Watson — the Parent Issuer		The Guarantors		Other		Consolidating adjustments			Consolidated
Comprehensive income/(loss) before non-controlling interests	$	509	$	559	$	600	$	(1,161	)	$	507
Less: Comprehensive loss attributable to non-controlling interest	—		—		2		—			2
Comprehensive income/(loss) attributable to Willis Towers Watson	$	509	$	559	$	602	$	(1,161	)	$	509

Unaudited Condensed Consolidated Balance Sheet



	As of September 30, 2016
	Willis Towers Watson — the Parent Issuer		The Guarantors		Other		Consolidating adjustments			Consolidated
ASSETS
Cash and cash equivalents	$	—	$	—	$	767	$	—		$	767
Fiduciary assets	—		—		11,604		—			11,604
Accounts receivable, net	—		5		2,038		—			2,043
Prepaid and other current assets	2		89		283		(55		)	319
Amounts due from group undertakings	7,431		5,496		2,374		(15,301		)	—
Total current assets	7,433		5,590		17,066		(15,356		)	14,733
Investments in subsidiaries	3,900		9,596		—		(13,496		)	—
Fixed assets, net	—		64		747		—			811
Goodwill	—		—		10,483		—			10,483
Other intangible assets, net	—		64		4,589		(64		)	4,589
Pension benefits assets	—		—		857		—			857
Other non-current assets	—		56		273		(1		)	328
Non-current amounts due from group undertakings	—		1,223		—		(1,223		)	—
Total non-current assets	3,900		11,003		16,949		(14,784		)	17,068
TOTAL ASSETS	$	11,333	$	16,593	$	34,015	$	(30,140	)	$	31,801
LIABILITIES AND EQUITY
Fiduciary liabilities	$	—	$	—	$	11,604	$	—		$	11,604
Deferred revenue and accrued expenses	1		38		1,307		(64		)	1,282
Short-term debt and current portion of long-term debt	—		416		103		—			519
Other current liabilities	69		71		727		(55		)	812
Amounts due to group undertakings	—		9,566		5,735		(15,301		)	—
Total current liabilities	70		10,091		19,476		(15,420		)	14,217
Long-term debt	496		2,581		190		—			3,267
Liability for pension benefits	—		—		1,089		—			1,089
Deferred tax liabilities	—		—		1,138		(1		)	1,137
Provision for liabilities	—		120		473		—			593
Other non-current liabilities	—		59		480		5			544
Non-current amounts due to group undertakings	—		—		1,223		(1,223		)	—
Total non-current liabilities	496		2,760		4,593		(1,219		)	6,630
TOTAL LIABILITIES	566		12,851		24,069		(16,639		)	20,847
REDEEMABLE NONCONTROLLING INTEREST	—		—		53		—			53
EQUITY
Total Willis Towers Watson shareholders’ equity	10,767		3,742		9,759		(13,501		)	10,767
Noncontrolling interests	—		—		134		—			134
Total equity	10,767		3,742		9,893		(13,501		)	10,901
TOTAL LIABILITIES AND EQUITY	$	11,333	$	16,593	$	34,015	$	(30,140	)	$	31,801

Unaudited Condensed Consolidated Balance Sheet



	As of December 31, 2015
	Willis Towers Watson — the Parent Issuer		The Guarantors			Other		Consolidating adjustments			Consolidated
ASSETS
Cash and cash equivalents	$	3	$	2		$	527	$	—		$	532
Fiduciary assets	—		—			10,458		—			10,458
Accounts receivable, net	—		7			1,251		—			1,258
Prepaid and other current assets	1		67			194		(7		)	255
Amounts due from group undertakings	3,423		1,257			1,259		(5,939		)	—
Total current assets	3,427		1,333			13,689		(5,946		)	12,503
Investments in subsidiaries	—		4,275			—		(4,275		)	—
Fixed assets, net	—		58			505		—			563
Goodwill	—		—			3,737		—			3,737
Other intangible assets, net	—		—			1,115		—			1,115
Pension benefits assets	—		—			623		—			623
Other non-current assets	—		10			288		—			298
Non-current amounts due from group undertakings	—		785			—		(785		)	—
Total non-current assets	—		5,128			6,268		(5,060		)	6,336
TOTAL ASSETS	$	3,427	$	6,461		$	19,957	$	(11,006	)	$	18,839
LIABILITIES AND EQUITY
Fiduciary liabilities	$	—	$	—		$	10,458	$	—		$	10,458
Deferred revenue and accrued expenses	1		68			683		—			752
Short-term debt and current portion of long-term debt	300		609			79		—			988
Other current liabilities	15		61			534		(7		)	603
Amounts due to group undertakings	—		4,437			1,502		(5,939		)	—
Total current liabilities	316		5,175			13,256		(5,946		)	12,801
Investments in subsidiaries	387		—			—		(387		)	—
Long-term debt	495		1,783			—		—			2,278
Liability for pension benefits	—		—			279		—			279
Deferred tax liabilities	—		1			239		—			240
Provision for liabilities	—		—			295		—			295
Other non-current liabilities	—		36			497		—			533
Non-current amounts due to group undertakings	—		—			785		(785		)	—
Total non-current liabilities	882		1,820			2,095		(1,172		)	3,625
TOTAL LIABILITIES	1,198		6,995			15,351		(7,118		)	16,426
REDEEMABLE NONCONTROLLING INTEREST	—		—			53		—			53
EQUITY
Total Willis Towers Watson shareholders’ equity	2,229		(534		)	4,422		(3,888		)	2,229
Noncontrolling interests	—		—			131		—			131
Total equity	2,229		(534		)	4,553		(3,888		)	2,360
TOTAL LIABILITIES AND EQUITY	$	3,427	$	6,461		$	19,957	$	(11,006	)	$	18,839

Unaudited Condensed Consolidated Statement of Cash Flows



	Nine Months Ended September 30, 2016
	Willis Towers Watson — the Parent Issuer			The Guarantors			Other			Consolidating adjustments			Consolidated
NET CASH FROM/(USED IN) OPERATING ACTIVITIES	$	6		$	(305	)	$	976		$	(69	)	$	608
CASH FLOWS FROM/(USED IN) INVESTING ACTIVITIES
Additions to fixed assets and software for internal use	—			(84		)	(131		)	64			(151		)
Capitalized software costs	—			—			(64		)	—			(64		)
Acquisitions of operations, net of cash acquired	—			—			476			—			476
Other, net	—			1			16			5			22
Proceeds from intercompany investing activities	47			30			18			(95		)	—
Repayments of intercompany investing activities	(4,015		)	(3,953		)	(805		)	8,773			—
Reduction in investment in subsidiaries	4,600			3,600			—			(8,200		)	—
Additional investment in subsidiaries	—			(4,600		)	(3,600		)	8,200			—
Net cash from/(used in) investing activities	$	632		$	(5,006	)	$	(4,090	)	$	8,747		$	283
CASH FLOWS (USED IN)/FROM FINANCING ACTIVITIES
Net (repayments)/borrowings on revolving credit facility	—			(389		)	—			—			(389		)
Senior notes issued	—			1,606			—			—			1,606
Proceeds from issue of other debt	—			400			4			—			404
Debt issuance costs	—			(14		)	—			—			(14		)
Repayments of debt	(300		)	(1,032		)	(529		)	—			(1,861		)
Repurchase of shares	(222		)	—			—			—			(222		)
Proceeds from issuance of shares and excess tax benefit	44			—			—			—			44
Payments of deferred and contingent consideration related to acquisitions	—			—			(64		)	—			(64		)
Dividends paid	(133		)	—			—			—			(133		)
Acquisitions of and dividends paid to noncontrolling interests	—			—			(17		)	—			(17		)
Proceeds from intercompany financing activities	—			4,756			4,017			(8,773		)	—
Repayments of intercompany financing activities	(30		)	(18		)	(47		)	95			—
Net cash (used in)/from financing activities	$	(641	)	$	5,309		$	3,364		$	(8,678	)	$	(646	)
(DECREASE)/INCREASE IN CASH AND CASH EQUIVALENTS	(3		)	(2		)	250			—			245
Effect of exchange rate changes on cash and cash equivalents	—			—			(10		)	—			(10		)
CASH AND CASH EQUIVALENTS, BEGINNING OF PERIOD	3			2			527			—			532
CASH AND CASH EQUIVALENTS, END OF PERIOD	$	—		$	—		$	767		$	—		$	767

Unaudited Condensed Consolidated Statement of Cash Flows



	Nine Months Ended September 30, 2015
	Willis Towers Watson — the Parent Issuer			The Guarantors			Other			Consolidating adjustments			Consolidated
NET CASH (USED IN)/FROM OPERATING ACTIVITIES	$	(16	)	$	101		$	28		$	—		$	113
CASH FLOWS FROM/(USED IN) INVESTING ACTIVITIES
Additions to fixed assets and software for internal use	—			(11		)	(89		)	—			(100		)
Acquisitions of operations, net of cash acquired	—			—			(293		)	—			(293		)
Net proceeds from sale of operations	—			—			45			—			45
Proceeds from intercompany investing activities	160			131			149			(440		)	—
Repayments of intercompany investing activities	—			(268		)	(269		)	537			—
Additional investment in subsidiaries	—			(274		)	—			274			—
Net cash from/(used in) investing activities	$	160		$	(422	)	$	(457	)	$	371		$	(348	)
CASH FLOWS (USED IN)/FROM FINANCING ACTIVITIES
Net (repayments)/borrowings on revolving credit facility	—			420			—			—			420
Debt issuance costs	—			—			(1		)	—			(1		)
Repayments of debt	—			(159		)	—			—			(159		)
Repurchase of shares	(82		)	—			—			—			(82		)
Proceeds from issuance of shares and excess tax benefit	95			—			279			(274		)	100
Dividends paid	(165		)	—			—			—			(165		)
Acquisitions of and dividends paid to noncontrolling interests	—			—			(19		)	—			(19		)
Proceeds from intercompany financing activities	—			269			268			(537		)	—
Repayments of intercompany financing activities	—			(208		)	(232		)	440			—
Net cash (used in)/from financing activities	$	(152	)	$	322		$	295		$	(371	)	$	94
DECREASE IN CASH AND CASH EQUIVALENTS	(8		)	1			(134		)	—			(141		)
Effect of exchange rate changes on cash and cash equivalents	—			—			(28		)	—			(28		)
CASH AND CASH EQUIVALENTS, BEGINNING OF PERIOD	9			2			624			—			635
CASH AND CASH EQUIVALENTS, END OF PERIOD	$	1		$	3		$	462		$	—		$	466

Financial Information for Issuer, Parent Guarantor, Other Guarantor Subsidiaries and Non-Guarantor Subsidiaries

Presented below is condensed consolidating financial information for:


(i)	Willis Towers Watson, which is a guarantor, on a parent company only basis;

(ii)


(iii)	Trinity Acquisition plc (formerly Trinity Acquisition Limited), which is the issuer and is a 100 percent indirectly owned subsidiary of the parent;


(iv)	Other, which are the non-guarantor subsidiaries, on a combined basis;


(v)	Consolidating adjustments; and


(vi)	the Consolidated Company.

The equity method has been used for investments in subsidiaries in the condensed consolidating balance sheets as of September 30, 2016 of Willis Towers Watson, the Other Guarantors and the Issuer.

The entities included in the Other Guarantors column as of September 30, 2016 are Willis Towers Watson Sub Holdings Limited, Willis Netherlands Holdings B.V., Willis Investment U.K. Holdings Limited, Willis North America Inc., TA I Limited, WTW Bermuda Holdings Ltd. and Willis Group Limited.

Unaudited Condensed Consolidated Statement of Operations



	Three Months Ended September 30, 2016
	Willis Towers Watson			The Other Guarantors			The Issuer			Other			Consolidating adjustments			Consolidated
Revenues
Commissions and fees	$	—		$	5		$	—		$	1,756		$	—		$	1,761
Interest and other income	—			—			—			16			—			16
Total revenues	—			5			—			1,772			—			1,777
Costs of providing services
Salaries and benefits	—			14			—			1,105			—			1,119
Other operating expenses	1			37			—			332			—			370
Depreciation	—			5			—			40			—			45
Amortization	—			—			—			157			—			157
Restructuring costs	—			14			—			35			—			49
Integration expenses	—			6			—			30			—			36
Total costs of providing services	1			76			—			1,699			—			1,776
(Loss)/income from operations	(1		)	(71		)	—			73			—			1
Income from Group undertakings	—			(155		)	(34		)	(34		)	223			—
Expenses due to Group undertakings	—			57			6			160			(223		)	—
Interest expense	8			10			22			5			—			45
Other expense/(income), net	—			—			—			14			—			14
(LOSS)/INCOME FROM CONTINUING OPERATIONS BEFORE INCOME TAXES AND INTEREST IN EARNINGS OF ASSOCIATES	(9		)	17			6			(72		)	—			(58		)
(Benefit from)/provision for income taxes	—			(19		)	—			(7		)	—			(26		)
(LOSS)/INCOME FROM CONTINUING OPERATIONS BEFORE INTEREST IN EARNINGS OF ASSOCIATES	(9		)	36			6			(65		)	—			(32		)
Interest in earnings of associates, net of tax	—			—			—			1			—			1
Equity account for subsidiaries	(23		)	(54		)	(55		)	—			132			—
NET (LOSS)/INCOME	(32		)	(18		)	(49		)	(64		)	132			(31		)
(Income)/loss attributable to non-controlling interests	—			—			—			(1		)	—			(1		)
NET (LOSS)/INCOME ATTRIBUTABLE TO WILLIS TOWERS WATSON	$	(32	)	$	(18	)	$	(49	)	$	(65	)	$	132		$	(32	)

Unaudited Condensed Consolidated Statement of Comprehensive Income



	Three Months Ended September 30, 2016
	Willis Towers Watson			The Other Guarantors			The Issuer			Other			Consolidating adjustments		Consolidated
Comprehensive (loss)/income before non-controlling interests	$	(72	)	$	(58	)	$	(59	)	$	(91	)	$	207	$	(73	)
Less: Comprehensive loss attributable to non-controlling interest	—			—			—			1			—		1
Comprehensive (loss)/income attributable to Willis Towers Watson	$	(72	)	$	(58	)	$	(59	)	$	(90	)	$	207	$	(72	)

Unaudited Condensed Consolidated Statement of Operations



	Three Months Ended September 30, 2015
	Willis Towers Watson			The Other Guarantors			The Issuer			Other			Consolidating adjustments			Consolidated
Revenues
Commissions and fees	$	—		$	6		$	—		$	835		$	—		$	841
Interest and other income	—			1			—			4			—			5
Total revenues	—			7			—			839			—			846
Costs of providing services
Salaries and benefits	—			19			—			551			—			570
Other operating expenses	2			37			—			138			—			177
Depreciation	—			5			—			20			—			25
Amortization	—			—			—			23			—			23
Restructuring costs	—			3			—			21			—			24
Integration expenses	—			—			—			—			—			—
Total costs of providing services	2			64			—			753			—			819
(Loss)/income from operations	(2		)	(57		)	—			86			—			27
Income from Group undertakings	—			(96		)	(24		)	(33		)	153			—
Expenses due to Group undertakings	—			58			(1		)	96			(153		)	—
Interest expense	11			9			10			5			—			35
Other expense/(income), net	—			(2		)	—			(8		)	1			(9		)
(LOSS)/INCOME FROM CONTINUING OPERATIONS BEFORE INCOME TAXES AND INTEREST IN EARNINGS OF ASSOCIATES	(13		)	(26		)	15			26			(1		)	1
(Benefit from)/provision for income taxes	—			(14		)	2			(100		)	—			(112		)
(LOSS)/INCOME FROM CONTINUING OPERATIONS BEFORE INTEREST IN EARNINGS OF ASSOCIATES	(13		)	(12		)	13			126			(1		)	113
Interest in earnings/(loss) of associates, net of tax	—			3			—			—			—			3
Equity account for subsidiaries	130			142			114			—			(386		)	—
NET INCOME/(LOSS)	117			133			127			126			(387		)	116
Loss attributable to non-controlling interests	—			—			—			1			—			1
NET INCOME/(LOSS) ATTRIBUTABLE TO WILLIS TOWERS WATSON	$	117		$	133		$	127		$	127		$	(387	)	$	117

Unaudited Condensed Consolidated Statement of Comprehensive Income



	Three Months Ended September 30, 2015
	Willis Towers Watson		The Other Guarantors		The Issuer		Other		Consolidating adjustments			Consolidated
Comprehensive income/(loss) before non-controlling interests	$	35	$	51	$	48	$	54	$	(158	)	$	30
Less: Comprehensive loss attributable to non-controlling interest	—		—		—		5		—			5
Comprehensive income/(loss) attributable to Willis Towers Watson	$	35	$	51	$	48	$	59	$	(158	)	$	35

Unaudited Condensed Consolidated Statement of Operations



	Nine Months Ended September 30, 2016
	Willis Towers Watson			The Other Guarantors			The Issuer			Other			Consolidating adjustments			Consolidated
Revenues
Commissions and fees	$	—		$	16		$	—		$	5,858		$	—		$	5,874
Interest and other income	—			1			—			85			—			86
Total revenues	—			17			—			5,943			—			5,960
Costs of providing services
Salaries and benefits	1			39			—			3,479			—			3,519
Other operating expenses	4			166			—			1,001			—			1,171
Depreciation	—			14			—			118			—			132
Amortization	—			—			—			443			—			443
Restructuring costs	—			41			—			74			—			115
Integration expenses	—			28			—			89			—			117
Total costs of providing services	5			288			—			5,204			—			5,497
(Loss)/income from operations	(5		)	(271		)	—			739			—			463
Income from Group undertakings	—			(451		)	(98		)	(104		)	653			—
Expenses due to Group undertakings	—			173			19			461			(653		)	—
Interest expense	25			28			66			19			—			138
Other expense/(income), net	1			(2		)	—			27			—			26
(LOSS)/INCOME FROM CONTINUING OPERATIONS BEFORE INCOME TAXES AND INTEREST IN EARNINGS OF ASSOCIATES	(31		)	(19		)	13			336			—			299
(Benefit from)/provision for income taxes	—			(74		)	1			84			—			11
(LOSS)/INCOME FROM CONTINUING OPERATIONS BEFORE INTEREST IN EARNINGS OF ASSOCIATES	(31		)	55			12			252			—			288
Interest in earnings/(loss) of associates, net of tax	—			—			—			2			—			2
Equity account for subsidiaries	309			234			57			—			(600		)	—
NET INCOME/(LOSS)	278			289			69			254			(600		)	290
(Income) attributable to non-controlling interests	—			—			—			(12		)	—			(12		)
NET INCOME/(LOSS) ATTRIBUTABLE TO WILLIS TOWERS WATSON	$	278		$	289		$	69		$	242		$	(600	)	$	278

Unaudited Condensed Consolidated Statement of Comprehensive Income



	Nine Months Ended September 30, 2016
	Willis Towers Watson		The Other Guarantors		The Issuer			Other			Consolidating adjustments			Consolidated
Comprehensive income/(loss) before non-controlling interests	$	94	$	104	$	(3	)	$	88		$	(187	)	$	96
Less: Comprehensive (income) attributable to non-controlling interest	—		—		—			(2		)	—			(2		)
Comprehensive income/(loss) attributable to Willis Towers Watson	$	94	$	104	$	(3	)	$	86		$	(187	)	$	94

Unaudited Condensed Consolidated Statement of Operations



	Nine Months Ended September 30, 2015
	Willis Towers Watson			The Other Guarantors			The Issuer			Other			Consolidating adjustments			Consolidated
Revenues
Commissions and fees	$	—		$	10		$	—		$	2,829		$	—		$	2,839
Interest and other income	—			1			—			15			—			16
Total revenues	—			11			—			2,844			—			2,855
Costs of providing services
Salaries and benefits	1			61			—			1,636			—			1,698
Other operating expenses	11			103			—			402			—			516
Depreciation	—			16			—			54			—			70
Amortization	—			—			—			53			—			53
Restructuring costs	—			30			—			63			—			93
Integration expenses	—			—			—			—			—			—
Total costs of providing services	12			210			—			2,208			—			2,430
(Loss)/income from operations	(12		)	(199		)	—			636			—			425
Income from Group undertakings	—			(276		)	(69		)	(82		)	427			—
Expenses due to Group undertakings	—			151			13			263			(427		)	—
Interest expense	32			30			29			12			—			103
Other expense/(income), net	8			(2		)	—			(32		)	—			(26		)
(LOSS) INCOME FROM CONTINUING OPERATIONS BEFORE INCOME TAXES AND INTEREST IN EARNINGS OF ASSOCIATES	(52		)	(102		)	27			475			—			348
(Benefit from)/provision for income taxes	—			(56		)	5			14			—			(37		)
(LOSS)/INCOME FROM CONTINUING OPERATIONS BEFORE INTEREST IN EARNINGS OF ASSOCIATES	(52		)	(46		)	22			461			—			385
Interest in earnings/(loss) of associates, net of tax	—			7			—			10			—			17
Equity account for subsidiaries	449			484			375			—			(1,308		)	—
NET INCOME/(LOSS)	397			445			397			471			(1,308		)	402
(Income) attributable to non-controlling interests	—			—			—			(5		)	—			(5		)
NET INCOME/(LOSS) ATTRIBUTABLE TO WILLIS TOWERS WATSON	$	397		$	445		$	397		$	466		$	(1,308	)	$	397

Unaudited Condensed Consolidated Statement of Comprehensive Income



	Nine Months Ended September 30, 2015
	Willis Towers Watson		The Other Guarantors		The Issuer		Other		Consolidating adjustments			Consolidated
Comprehensive income/(loss) before non-controlling interests	$	509	$	559	$	522	$	600	$	(1,683	)	$	507
Less: Comprehensive loss attributable to non-controlling interest	—		—		—		2		—			2
Comprehensive income/(loss) attributable to Willis Towers Watson	$	509	$	559	$	522	$	602	$	(1,683	)	$	509

Unaudited Condensed Consolidated Balance Sheet



	As of September 30, 2016
	Willis Towers Watson		The Other Guarantors		The Issuer		Other		Consolidating adjustments			Consolidated
ASSETS
Cash and cash equivalents	$	—	$	—	$	—	$	767	$	—		$	767
Fiduciary assets	—		—		—		11,604		—			11,604
Accounts receivable, net	—		5		—		2,038		—			2,043
Prepaid and other current assets	2		94		2		283		(62		)	319
Amounts due from group undertakings	7,431		4,549		1,750		2,374		(16,104		)	—
Total current assets	7,433		4,648		1,752		17,066		(16,166		)	14,733
Investments in subsidiaries	3,900		9,401		8,141		—		(21,442		)	—
Fixed assets, net	—		64		—		747		—			811
Goodwill	—		—		—		10,483		—			10,483
Other intangible assets, net	—		64		—		4,589		(64		)	4,589
Pension benefits assets	—		—		—		857		—			857
Other non-current assets	—		56		—		273		(1		)	328
Non-current amounts due from group undertakings	—		1,253		918		—		(2,171		)	—
Total non-current assets	3,900		10,838		9,059		16,949		(23,678		)	17,068
TOTAL ASSETS	$	11,333	$	15,486	$	10,811	$	34,015	$	(39,844	)	$	31,801
LIABILITIES AND EQUITY
Fiduciary liabilities	$	—	$	—	$	—	$	11,604	$	—		$	11,604
Deferred revenue and accrued expenses	1		36		2		1,307		(64		)	1,282
Short-term debt and current portion of long-term debt	—		394		22		103		—			519
Other current liabilities	69		62		16		727		(62		)	812
Amounts due to group undertakings	—		10,369		—		5,735		(16,104		)	—
Total current liabilities	70		10,861		40		19,476		(16,230		)	14,217
Long-term debt	496		186		2,395		190		—			3,267
Liability for pension benefits	—		—		—		1,089		—			1,089
Deferred tax liabilities	—		—		—		1,138		(1		)	1,137
Provision for liabilities	—		120		—		473		—			593
Other non-current liabilities	—		59		—		480		5			544
Non-current amounts due to group undertakings	—		518		430		1,223		(2,171		)	—
Total non-current liabilities	496		883		2,825		4,593		(2,167		)	6,630
TOTAL LIABILITIES	566		11,744		2,865		24,069		(18,397		)	20,847
REDEEMABLE NONCONTROLLING INTEREST	—		—		—		53		—			53
EQUITY
Total Willis Towers Watson shareholders’ equity	10,767		3,742		7,946		9,759		(21,447		)	10,767
Noncontrolling interests	—		—		—		134		—			134
Total equity	10,767		3,742		7,946		9,893		(21,447		)	10,901
TOTAL LIABILITIES AND EQUITY	$	11,333	$	15,486	$	10,811	$	34,015	$	(39,844	)	$	31,801

Unaudited Condensed Consolidated Balance Sheet



	As of December 31, 2015
	Willis Towers Watson		The Other Guarantors			The Issuer		Other		Consolidating adjustments			Consolidated
ASSETS
Cash and cash equivalents	$	3	$	2		$	—	$	527	$	—		$	532
Fiduciary assets	—		—			—		10,458		—			10,458
Accounts receivable, net	—		7			—		1,251		—			1,258
Prepaid and other current assets	1		72			—		194		(12		)	255
Amounts due from group undertakings	3,423		951			1,538		1,259		(7,171		)	—
Total current assets	3,427		1,032			1,538		13,689		(7,183		)	12,503
Investments in subsidiaries	—		4,069			3,092		—		(7,161		)	—
Fixed assets, net	—		58			—		505		—			563
Goodwill	—		—			—		3,737		—			3,737
Other intangible assets, net	—		—			—		1,115		—			1,115
Pension benefits assets	—		—			—		623		—			623
Other non-current assets	—		9			1		288		—			298
Non-current amounts due from group undertakings	—		785			518		—		(1,303		)	—
Total non-current assets	—		4,921			3,611		6,268		(8,464		)	6,336
TOTAL ASSETS	$	3,427	$	5,953		$	5,149	$	19,957	$	(15,647	)	$	18,839
LIABILITIES AND EQUITY
Fiduciary liabilities	$	—	$	—		$	—	$	10,458	$	—		$	10,458
Deferred revenue and accrued expenses	1		68			—		683		—			752
Short-term debt and current portion of long-term debt	300		—			609		79		—			988
Other current liabilities	15		50			16		534		(12		)	603
Amounts due to group undertakings	—		5,234			435		1,502		(7,171		)	—
Total current liabilities	316		5,352			1,060		13,256		(7,183		)	12,801
Investment in subsidiaries	387		—			—		—		(387		)	—
Long-term debt	495		580			1,203		—		—			2,278
Liability for pension benefits	—		—			—		279		—			279
Deferred tax liabilities	—		1			—		239		—			240
Provision for liabilities	—		—			—		295		—			295
Other non-current liabilities	—		36			—		497		—			533
Non-current amounts due to group undertakings	—		518			—		785		(1,303		)	—
Total non-current liabilities	882		1,135			1,203		2,095		(1,690		)	3,625
TOTAL LIABILITIES	1,198		6,487			2,263		15,351		(8,873		)	16,426
REDEEMABLE NONCONTROLLING INTEREST	—		—			—		53		—			53
EQUITY
Total Willis Towers Watson shareholders’ equity	2,229		(534		)	2,886		4,422		(6,774		)	2,229
Noncontrolling interests	—		—			—		131		—			131
Total equity	2,229		(534		)	2,886		4,553		(6,774		)	2,360
TOTAL LIABILITIES AND EQUITY	$	3,427	$	5,953		$	5,149	$	19,957	$	(15,647	)	$	18,839

Unaudited Condensed Consolidated Statement of Cash Flows



	Nine Months Ended September 30, 2016
	Willis Towers Watson			The Other Guarantors			The Issuer			Other			Consolidating adjustments			Consolidated
NET CASH FROM/(USED IN) OPERATING ACTIVITIES	$	6		$	(314	)	$	9		$	976		$	(69	)	$	608
CASH FLOWS FROM/(USED IN) INVESTING ACTIVITIES
Additions to fixed assets and software for internal use	—			(84		)	—			(131		)	64			(151		)
Capitalized software costs	—			—			—			(64		)	—			(64		)
Acquisitions of operations, net of cash acquired	—			—			—			476			—			476
Other, net	—			1			—			16			5			22
Proceeds from intercompany investing activities	47			42			17			18			(124		)	—
Repayments of intercompany investing activities	(4,015		)	(3,386		)	(567		)	(805		)	8,773			—
Reduction in investment in subsidiaries	4,600			3,600			—			—			(8,200		)	—
Additional investment in subsidiaries	—			(4,600		)	—			(3,600		)	8,200			—
Net cash from/(used in) investing activities	$	632		$	(4,427	)	$	(550	)	$	(4,090	)	$	8,718		$	283
CASH FLOWS (USED IN)/FROM FINANCING ACTIVITIES
Net (repayments)/borrowings on revolving credit facility	—			—			(389		)	—			—			(389		)
Senior notes issued	—			—			1,606			—			—			1,606
Proceeds from issue of other debt	—			—			400			4			—			404
Debt issuance costs	—			—			(14		)	—			—			(14		)
Repayments of debt	(300		)	—			(1,032		)	(529		)	—			(1,861		)
Repurchase of shares	(222		)	—			—			—			—			(222		)
Proceeds from issuance of shares and excess tax benefit	44			—			—			—			—			44
Payments of deferred and contingent consideration related to acquisitions	—			—			—			(64		)	—			(64		)
Dividends paid	(133		)	—			—			—			—			(133		)
Acquisitions of and dividends paid to noncontrolling interests	—			—			—			(17		)	—			(17		)
Proceeds from intercompany financing activities	—			4,756			—			4,017			(8,773		)	—
Repayments of intercompany financing activities	(30		)	(17		)	(30		)	(47		)	124			—
Net cash (used in)/from financing activities	$	(641	)	$	4,739		$	541		$	3,364		$	(8,649	)	$	(646	)
(DECREASE)/INCREASE IN CASH AND CASH EQUIVALENTS	(3		)	(2		)	—			250			—			245
Effect of exchange rate changes on cash and cash equivalents	—			—			—			(10		)	—			(10		)
CASH AND CASH EQUIVALENTS, BEGINNING OF PERIOD	3			2			—			527			—			532
CASH AND CASH EQUIVALENTS, END OF PERIOD	$	—		$	—		$	—		$	767		$	—		$	767

Unaudited Condensed Consolidated Statement of Cash Flows



	Nine Months Ended September 30, 2015
	Willis Towers Watson			The Other Guarantors			The Issuer			Other			Consolidating adjustments			Consolidated
NET CASH (USED IN)/FROM OPERATING ACTIVITIES	$	(16	)	$	93		$	8		$	28		$	—		$	113
CASH FLOWS FROM/(USED IN) INVESTING ACTIVITIES
Additions to fixed assets and software for internal use	—			(11		)	—			(89		)	—			(100		)
Acquisitions of operations, net of cash acquired	—			—			—			(293		)	—			(293		)
Net proceeds from sale of operations	—			—			—			45			—			45
Other, net	—			—			—			—			—			—
Proceeds from intercompany investing activities	160			131			—			149			(440		)	—
Repayments of intercompany investing activities	—			—			(268		)	(269		)	537			—
Additional investment in subsidiaries	—			(274		)	—			—			274			—
Net cash from/(used in) investing activities	$	160		$	(154	)	$	(268	)	$	(457	)	$	371		$	(348	)
CASH FLOWS (USED IN)/FROM FINANCING ACTIVITIES
Net (repayments)/borrowings on revolving credit facility	—			—			420			—			—			420
Debt issuance costs	—			—			—			(1		)	—			(1		)
Repayments of debt	—			(148		)	(11		)	—			—			(159		)
Repurchase of shares	(82		)	—			—			—			—			(82		)
Proceeds from issuance of shares and excess tax benefit	95			—			—			279			(274		)	100
Dividends paid	(165		)	—			—			—			—			(165		)
Acquisitions of and dividends paid to noncontrolling interests	—			—			—			(19		)	—			(19		)
Proceeds from intercompany financing activities	—			269			—			268			(537		)	—
Repayments of intercompany financing activities	—			(59		)	(149		)	(232		)	440			—
Net cash (used in)/from financing activities	$	(152	)	$	62		$	260		$	295		$	(371	)	$	94
DECREASE IN CASH AND CASH EQUIVALENTS	(8		)	1			—			(134		)	—			(141		)
Effect of exchange rate changes on cash and cash equivalents	—			—			—			(28		)	—			(28		)
CASH AND CASH EQUIVALENTS, BEGINNING OF PERIOD	9			2			—			624			—			635
CASH AND CASH EQUIVALENTS, END OF PERIOD	$	1		$	3		$	—		$	462		$	—		$	466

Recent Accounting Pronouncements

Basis of Presentation and Significant Accounting Policies (Policies)

9 Months Ended

Sep. 30, 2016

Accounting Policies [Abstract]

Basis of Presentation

Accounts Receivable

Accounts receivable includes both billed and unbilled receivables and is stated at estimated net realizable values. Allowances for billed receivables are recorded, when necessary, in an amount considered by management to be sufficient to meet probable future losses related to uncollectible accounts. Accrued and unbilled receivables are stated at net realizable value which includes an allowance for accrued and unbillable amounts.

Revenue Recognition

Revenue includes insurance commissions, fees in lieu of commission, fees for consulting services rendered, hosted and delivered software, survey sales, investment income and other income.

Commissions and fees


•	Annual recurring projects and projects of short duration. These projects are typically straightforward and highly predictable in nature. As a result, the project manager and financial staff are able to identify, as the project status is reviewed and bills are prepared monthly, the occasions when cost overruns could lead to the recording of a loss accrual.


•	Stand-ready obligations. Where we are entitled to fees (whether fixed or variable based on assets under management or a per-participant per-month basis) regardless of the hours, we generally recognize this revenue on either a straight-line basis or as the variable fees are calculated.


•	Non-recurring system projects. These projects are longer in duration and subject to more changes in scope as the project progresses. Certain software or outsourced administration contracts generally provide that, if the client terminates a contract, we are entitled to payment for services performed through termination.

Interest and other income

Investment income. Investment income is recognized as earned.

Not yet adopted


•	The Company will adopt the standard using the modified retrospective approach on January 1, 2018.

•

The Company continues to update our assessment of the impact of the standard and related updates to the consolidated financial statements, and will note material impacts when known.

Adopted

Disclosure of accounting policy for trade and other accounts receivables. This disclosure may include the basis at which such receivables are carried in the entity's statements of financial position (for example, net realizable value), how the entity determines the level of its allowance for doubtful accounts, when impairments, charge-offs or recoveries are recognized, and the entity's income recognition policies for such receivables, including its treatment of related fees and costs, its treatment of premiums, discounts or unearned income, when accrual of interest is discontinued, how the entity records payments received on nonaccrual receivables and its policy for resuming accrual of interest on such receivables. If the enterprise holds a large number of similar loans, disclosure may include the accounting policy for the anticipation of prepayments and significant assumptions underlying prepayment estimates for amortization of premiums, discounts, and nonrefundable fees and costs.

Reference 1: http://www.xbrl.org/2003/role/presentationRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 310
-SubTopic 10
-Section 50
-Paragraph 11B
-Subparagraph (b)
-URI http://asc.fasb.org/extlink&oid=66008989&loc=SL6953423-111524

Reference 2: http://www.xbrl.org/2003/role/presentationRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 942
-SubTopic 210
-Section S99
-Paragraph 1
-Subparagraph (SX 210.9-03(9))
-URI http://asc.fasb.org/extlink&oid=6876686&loc=d3e534808-122878

Reference 3: http://www.xbrl.org/2003/role/presentationRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 235
-SubTopic 10
-Section 50
-Paragraph 3
-URI http://asc.fasb.org/extlink&oid=68058157&loc=d3e18780-107790

Reference 4: http://www.xbrl.org/2003/role/presentationRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 310
-SubTopic 20
-Section 50
-Paragraph 1
-URI http://asc.fasb.org/extlink&oid=65890831&loc=d3e10133-111534

Reference 5: http://www.xbrl.org/2003/role/presentationRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 210
-SubTopic 10
-Section S99
-Paragraph 1
-Subparagraph (SX 210.5-02(3))
-URI http://asc.fasb.org/extlink&oid=6877327&loc=d3e13212-122682

Reference 6: http://www.xbrl.org/2003/role/presentationRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 944
-SubTopic 210
-Section S99
-Paragraph 1
-Subparagraph (SX 210.7-03(a)(5))
-URI http://asc.fasb.org/extlink&oid=6879938&loc=d3e572229-122910

Reference 7: http://www.xbrl.org/2003/role/presentationRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 210
-SubTopic 10
-Section S99
-Paragraph 1
-Subparagraph (SX 210.5-02(4))
-URI http://asc.fasb.org/extlink&oid=6877327&loc=d3e13212-122682

Reference 8: http://www.xbrl.org/2003/role/presentationRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 310
-SubTopic 10
-Section 50
-Paragraph 15
-Subparagraph (d)
-URI http://asc.fasb.org/extlink&oid=66008989&loc=d3e5212-111524

Reference 9: http://www.xbrl.org/2003/role/presentationRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 310
-SubTopic 10
-Section 50
-Paragraph 6
-URI http://asc.fasb.org/extlink&oid=66008989&loc=d3e5093-111524

Towers Watson & Co. [Member]

Merger and Acquisitions (Tables)

9 Months Ended

Sep. 30, 2016

Business Acquisition [Line Items]

Preliminary Calculation of Aggregate Merger Consideration

The table below presents the preliminary calculation of aggregate Merger Consideration.



	January 4, 2016
Number of shares of Towers Watson common stock outstanding as of January 4, 2016	69 million
Exchange ratio	2.6490
Number of Willis Group Holdings shares issued (prior to reverse stock split)	184 million
Willis Group Holdings price per share on January 4, 2016	$	47.18
Fair value of 184 million Willis ordinary shares	$	8,686
Value of equity awards assumed ⁽ⁱ⁾	37
Preliminary estimated aggregate Merger Consideration	$	8,723

______________________________


(i)	See the section below titled “Acquired Share-Based Compensation Plans” for a description of these awards and their impact on Merger Consideration.

Schedule of Fair Values of the Identifiable Assets Acquired and Liabilities Assumed

A summary of the preliminary fair values of the identifiable assets acquired, and liabilities assumed, of Towers Watson at January 4, 2016 are summarized in the following table.



	January 4, 2016
Cash and cash equivalents	$	476
Accounts receivable, net	825
Other current assets	95
Fixed assets, net	204
Goodwill	6,753
Other intangible assets	3,991
Pension benefits assets	67
Other non-current assets	83
Deferred tax liabilities	(1,123		)
Liability for pension benefits	(914		)
Other current liabilities ⁽ⁱ⁾	(702		)
Other non-current liabilities ⁽ⁱⁱ⁾	(276		)
Long term debt, including current portion ⁽ⁱⁱⁱ⁾	(740		)
Net assets acquired	8,739
Noncontrolling interests acquired	(16		)
Allocated Aggregate Merger Consideration	$	8,723

______________________________


(i)	Includes $347 million in accounts payable, accrued liabilities and deferred revenue, $351 million in employee-related liabilities and $4 million in other current liabilities.


(ii)	Includes acquired contingent liabilities of $242 million. See Note 12 — Commitments and Contingencies for a discussion of our material acquired contingencies related to Legacy Towers Watson.

(iii)

Schedule of Acquired Intangible Assets

The acquired intangible assets are attributable to the following categories:



	Valuation Methodology	Amortization basis	Fair Value		Weighted Average Useful Life
Customer relationships	Multiple period excess earnings	In line with underlying cash flows	$	2,221	15.0
Software - income approach	Multiple period excess earnings	In line with underlying cash flows or straight line basis	567		6.4
Software - cost approach	Cost of reproduction	Straight line basis	108		4.9
Product	Multiple period excess earnings	In line with underlying cash flows	42		20.5
IPR&D ⁽ⁱ⁾	Multiple period excess earnings or cost of reproduction	n/a	39		n/a
Trade name	Relief from royalty	Straight line basis	1,003		25.0
Favorable lease agreements	Market approach	Straight line basis	11		6.5
			$	3,991

______________________________


(i)	Represents software not yet placed in service as of the acquisition date. Once placed into service, each in process research and development (‘IPR&D’) software component will be reclassified into finite-lived software intangible assets and amortized in line with the underlying cash flows or straight line basis.

Unaudited Pro Forma Financial Information



	Three Months Ended September 30,					Nine Months Ended September 30,
	As reported			Pro Forma		As reported		Pro Forma
	2016			2015		2016		2015
Total revenues	$	1,777		$	1,749	$	5,960	$	5,569
Net (loss)/income attributable to Willis Towers Watson	$	(32	)	$	209	$	278	$	568
Diluted (loss)/earnings per share	$	(0.23	)	$	1.51	$	2.00	$	4.12

Gras Savoye

Business Acquisition [Line Items]

Schedule of Fair Values of the Identifiable Assets Acquired and Liabilities Assumed

The following table presents the Company’s preliminary allocation of the purchase price to the assets acquired and liabilities assumed based on their fair values:



	December 29, 2015
Cash and cash equivalents	$	87
Fiduciary assets	625
Accounts receivable, net	89
Goodwill	583
Intangible assets	440
Other assets	55
Fiduciary liabilities	(625		)
Deferred revenue and accrued expenses	(80		)
Short and long-term debt	(80		)
Net deferred tax liabilities	(86		)
Other liabilities	(178		)
Net assets acquired	830
Decrease in paid in capital for purchase of noncontrolling interest	43
Noncontrolling interest acquired	(40		)
Preliminary purchase price allocation	$	833

Schedule of Acquired Intangible Assets

The acquired intangible assets are attributable to the following categories:



	Valuation methodology	Amortization basis	Fair Value		Weighted Average Useful Life
Customer relationships	Multiple period excess earnings	In line with underlying cash flows	$	339	20
Software and other intangibles	Cost of reproduction	Straight line basis	66		5
Trade name	Relief from royalty	Straight line basis	35		14
			$	440

Segment Information (Tables)

9 Months Ended

Sep. 30, 2016

Segment Reporting [Abstract]

Revenue and Net Operating Income by Reported Segment



	Three months ended September 30,
	HCB				CRB				IRR				ES				Total
	2016		2015		2016		2015		2016		2015		2016		2015		2016		2015
Segment commissions and fees	$	747	$	139	$	546	$	519	$	292	$	183	$	161	$	—	$	1,746	$	841
Segment interest and other income	—		—		8		4		7		1		—		—		15		5
Segment revenues	$	747	$	139	$	554	$	523	$	299	$	184	$	161	$	—	$	1,761	$	846

Segment operating income	$	121	$	6	$	59	$	76	$	25	$	20	$	19	$	—	$	224	$	102



	Nine months ended September 30,
	HCB				CRB				IRR				ES				Total
	2016		2015		2016		2015		2016		2015		2016		2015		2016		2015
Segment commissions and fees	$	2,459	$	548	$	1,807	$	1,622	$	1,122	$	670	$	478	$	—	$	5,866	$	2,840
Segment interest and other income	8		—		21		13		55		2		1		—		85		15
Segment revenues	$	2,467	$	548	$	1,828	$	1,635	$	1,177	$	672	$	479	$	—	$	5,951	$	2,855

Segment operating income	$	531	$	153	$	298	$	268	$	302	$	218	$	88	$	—	$	1,219	$	639

Reconciliation of Revenue by Segment to Consolidated Revenue

The table below presents a reconciliation of the information reported by segment to the consolidated amounts reported for the three and nine months ended September 30, 2016 and 2015, respectively:



	Three Months Ended September 30,						Nine Months Ended September 30,
	2016			2015			2016			2015
Revenues:
Total segment revenues	$	1,761		$	846		$	5,951		$	2,855
Fair value adjustment for deferred revenue	—			—			(58		)	—
Reimbursable expenses and other	16			—			67			—
Total revenues	$	1,777		$	846		$	5,960		$	2,855

Total segment operating income	$	224		$	102		$	1,219		$	639
Differences in allocation methods ⁽ⁱ⁾	20			(13		)	25			(46		)
Fair value adjustment for deferred revenue	—			—			(58		)	—
Amortization	(157		)	(23		)	(443		)	(53		)
Restructuring costs	(49		)	(24		)	(115		)	(93		)
Integration and transaction expenses	(36		)	(14		)	(117		)	(20		)
Provision for the Stanford litigation	—			—			(50		)	—
Other, net	(1		)	(1		)	2			(2		)
Income from operations	1			27			463			425
Interest expense	45			35			138			103
Other expense/(income), net	14			(9		)	26			(26		)
(Loss)/income from continuing operations before income taxes and interest in earnings of associates	$	(58	)	$	1		$	299		$	348

Reconciliation of Net Operating Income by Segment to Consolidated Total



	Three Months Ended September 30,						Nine Months Ended September 30,
	2016			2015			2016			2015
Revenues:
Total segment revenues	$	1,761		$	846		$	5,951		$	2,855
Fair value adjustment for deferred revenue	—			—			(58		)	—
Reimbursable expenses and other	16			—			67			—
Total revenues	$	1,777		$	846		$	5,960		$	2,855

Total segment operating income	$	224		$	102		$	1,219		$	639
Differences in allocation methods ⁽ⁱ⁾	20			(13		)	25			(46		)
Fair value adjustment for deferred revenue	—			—			(58		)	—
Amortization	(157		)	(23		)	(443		)	(53		)
Restructuring costs	(49		)	(24		)	(115		)	(93		)
Integration and transaction expenses	(36		)	(14		)	(117		)	(20		)
Provision for the Stanford litigation	—			—			(50		)	—
Other, net	(1		)	(1		)	2			(2		)
Income from operations	1			27			463			425
Interest expense	45			35			138			103
Other expense/(income), net	14			(9		)	26			(26		)
(Loss)/income from continuing operations before income taxes and interest in earnings of associates	$	(58	)	$	1		$	299		$	348

Restructuring Costs (Tables)

9 Months Ended

Sep. 30, 2016

Restructuring and Related Activities [Abstract]

Analysis of the Cost for Restructuring

An analysis of the total cost for restructuring recognized in the statement of operations for the three and nine months ended September 30, 2016 and 2015 by segment, is as follows:



	HCB		CRB		IRR		ES		Corporate		Total
Three months ended September 30, 2016
Termination benefits	$	12	$	3	$	—	$	—	$	1	$	16
Professional services and other ⁽ⁱⁱ⁾	—		23		1		—		9		33
Total	$	12	$	26	$	1	$	—	$	10	$	49

Three months ended September 30, 2015 ⁽ⁱ⁾
Termination benefits	$	—	$	—	$	1	$	—	$	3	$	4
Professional services and other ⁽ⁱⁱ⁾	—		8		—		—		12		20
Total	$	—	$	8	$	1	$	—	$	15	$	24

	HCB		CRB		IRR		ES		Corporate		Total
Nine months ended September 30, 2016
Termination benefits	$	14	$	11	$	3	$	—	$	2	$	30
Professional services and other ⁽ⁱⁱ⁾	—		60		2		—		23		85
Total	$	14	$	71	$	5	$	—	$	25	$	115

Nine months ended September 30, 2015 ⁽ⁱ⁾
Termination benefits	$	—	$	21	$	7	$	—	$	6	$	34
Professional services and other ⁽ⁱⁱ⁾	—		33		1		—		25		59
Total	$	—	$	54	$	8	$	—	$	31	$	93

__________________________________


(i)	The prior period comparatives have been retrospectively reclassified to take into account our segment reorganization. See Note 4 — Segment Information for further details.


(ii)	Other includes salary and benefits, premises, and other expenses incurred to support the ongoing management and facilitation of the program and its initiatives.

An analysis of the total cumulative restructuring costs recognized for the OIP from commencement to September 30, 2016 by segment is as follows:



	HCB		CRB		IRR		ES		Corporate		Total
2014 ⁽ⁱ⁾
Termination benefits	$	—	$	15	$	1	$	—	$	—	$	16
Professional services and other ⁽ⁱⁱ⁾	—		3		—		—		17		20

2015 ⁽ⁱ⁾
Termination benefits	$	2	$	24	$	7	$	—	$	3	$	36
Professional services and other ⁽ⁱⁱ⁾	1		57		2		—		30		90

2016
Termination benefits	$	1	$	11	$	1	$	—	$	—	$	13
Professional services and other ⁽ⁱⁱ⁾	—		60		2		—		23		85
Total
Termination benefits	$	3	$	50	$	9	$	—	$	3	$	65
Professional services and other ⁽ⁱⁱ⁾	1		120		4		—		70		195
Total	$	4	$	170	$	13	$	—	$	73	$	260

__________________________________


(i)	The prior period comparatives have been retrospectively reclassified to take into account our segment reorganization. See Note 4 — Segment Information for further details.


(ii)	Other includes salary and benefits, premises, and other expenses incurred to support the ongoing management and facilitation of the program and its initiatives.

Schedule of Restructuring Liability

At September 30, 2016, the Company’s liability under the OIP is as follows:



	Termination Benefits			Professional Services and Other			Total
Balance at January 1, 2014	$	—		$	—		$	—
Charges incurred	16			20			36
Cash payments	(11		)	(14		)	(25		)
Balance at December 31, 2014	5			6			11
Charges incurred	36			90			126
Cash payments	(26		)	(85		)	(111		)
Balance at December 31, 2015	15			11			26
Charges incurred	13			85			98
Cash payments	(20		)	(80		)	(100		)
Balance at September 30, 2016	$	8		$	16		$	24

Goodwill and Intangible Assets (Tables)

9 Months Ended

Sep. 30, 2016

Finite-Lived Intangible Assets [Line Items]

Components of Goodwill

The components of goodwill are outlined below for the nine months ended September 30, 2016:



	HCB			CRB			IRR			ES		Total
Balance at December 31, 2015 ⁽ⁱ⁾
Goodwill, gross	$	991		$	2,207		$	1,031		$	—	$	4,229
Accumulated impairment losses	(130		)	(362		)	—			—		(492		)
Goodwill, net	861			1,845			1,031			—		3,737
Purchase price allocation adjustments	8			5			(6		)	—		7
Goodwill acquired during the period ⁽ⁱⁱ⁾	3,450			—			770			2,535		6,755
Goodwill disposed of during the period	—			(5		)	—			—		(5		)
Foreign exchange	12			(1		)	(22		)	—		(11		)
Balance at September 30, 2016
Goodwill, gross	4,461			2,206			1,773			2,535		10,975
Accumulated impairment losses	(130		)	(362		)	—			—		(492		)
Goodwill, net	$	4,331		$	1,844		$	1,773		$	2,535	$	10,483

__________________________________


(i)	The prior period comparatives have been retrospectively reclassified on a preliminary basis to take into account our segment reorganization. See Note 4 — Segment Information for further details.


(ii)	Goodwill acquired consists primarily of Merger-related goodwill.

Changes in the Net Carrying Amount of the Components of Finite-Lived Intangible Assets

The following table reflects changes in the net carrying amount of the components of finite-lived intangible assets for the nine months ended September 30, 2016:



	Balance as of December 31, 2015		Intangible assets acquired		Intangible assets disposed			Amortization			Foreign Exchange			Balance as of September 30, 2016
Client relationships	$	920	$	2,224	$	(6	)	$	(296	)	$	(33	)	$	2,809
Management contracts	62		—		—			(3		)	(1		)	58
Software ⁽ⁱ⁾	77		663		—			(107		)	(17		)	616
Trademark and trade name	50		1,004		—			(33		)	(1		)	1,020
Product	—		42		—			(2		)	(5		)	35
Favorable agreements	2		11		—			(1		)	—			12
Other	4		—		—			(2		)	1			3
Total amortizable intangible assets	$	1,115	$	3,944	$	(6	)	$	(444	)	$	(56	)	$	4,553

_____________________________


(i)	In process research and development intangible assets of $36 million have not yet been placed in service and are not included in this presentation

Schedule of Carrying Values of Finite-Lived Intangible Assets and Liabilities

The following table reflects the carrying value of finite-lived intangible assets and liabilities as of September 30, 2016 and December 31, 2015:



	September 30, 2016					December 31, 2015
	Gross Carrying Amount		Accumulated Amortization			Gross Carrying Amount		Accumulated Amortization
Client relationships	$	3,459	$	(650	)	$	1,293	$	(373	)
Management contracts	65		(7		)	67		(5		)
Software	722		(106		)	77		—
Trademark and trade name	1,055		(35		)	52		(2		)
Product	37		(2		)	—		—
Favorable agreements	13		(1		)	2		—
Other	6		(3		)	8		(4		)
Total finite-lived intangible assets	$	5,357	$	(804	)	$	1,499	$	(384	)

Unfavorable agreements	$	34	$	(5	)	$	23	$	—
Total finite-lived intangible liabilities	$	34	$	(5	)	$	23	$	—

Schedule of Future Amortization Expense and Rent Offset



Year ending December 31,	Amortization		Rent offset
Remainder of 2016	$	150	$	(1	)
2017	574		(3		)
2018	525		(3		)
2019	467		(2		)
2020	415		(2		)
Thereafter	2,410		(6		)
Total	$	4,541	$	(17	)

Derivative Financial Instruments Derivative Tables (Tables)

9 Months Ended

Sep. 30, 2016

Derivative Instruments and Hedging Activities Disclosure [Abstract]

Schedule of Derivative Instruments [Table Text Block]



Three Months Ended September 30,	Loss recognized in OCI (effective portion)						Location of (loss)/gain reclassified from OCI into income (effective portion)	(Loss)/gain reclassified from OCI into income					Location of gain recognized in income (ineffective portion and amount excluded from effectiveness testing)	Gain recognized in income (ineffective portion and amount excluded from effectiveness testing)
	2016			2015				2016			2015			2016		2015
Foreign exchange forwards	$	(6	)	$	(44	)	Other expense/(income), net	$	(14	)	$	5	Interest expense	$	—	$	1
Total	$	(6	)	$	(44	)		$	(14	)	$	5		$	—	$	1



Nine Months Ended September 30,	Loss recognized in OCI (effective portion)						Location of (loss)/gain reclassified from OCI into income (effective portion)	(Loss)/gain reclassified from OCI into income					Location of loss recognized in income (ineffective portion and amount excluded from effectiveness testing)	Loss recognized in income (ineffective portion and amount excluded from effectiveness testing)
	2016			2015				2016			2015			2016			2015
Foreign exchange forwards	$	(81	)	$	(19	)	Other expense/(income), net	$	(28	)	$	5	Interest expense	$	(1	)	$	—
Total	$	(81	)	$	(19	)		$	(28	)	$	5		$	(1	)	$	—

Tabular disclosure of pertinent information about a derivative or group of derivatives on a disaggregated basis, such as for individual instruments, or small groups of similar instruments. May include a combination of the type of instrument, risks being hedged, notional amount, hedge designation, related hedged item, inception date, maturity date, or other relevant item.

Reference 1: http://www.xbrl.org/2003/role/presentationRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 815
-SubTopic 10
-Section 50
-Paragraph 5
-URI http://asc.fasb.org/extlink&oid=64837297&loc=d3e41641-113959

Reference 2: http://www.xbrl.org/2003/role/presentationRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 815
-SubTopic 10
-Section 50
-Paragraph 4B
-URI http://asc.fasb.org/extlink&oid=64837297&loc=SL5624163-113959

Reference 3: http://www.xbrl.org/2003/role/presentationRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 815
-SubTopic 10
-Section 50
-Paragraph 8
-URI http://asc.fasb.org/extlink&oid=64837297&loc=d3e41678-113959

Reference 4: http://www.xbrl.org/2003/role/presentationRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 815
-SubTopic 10
-Section 50
-Paragraph 4
-URI http://asc.fasb.org/extlink&oid=64837297&loc=d3e41638-113959

Reference 5: http://www.xbrl.org/2003/role/presentationRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 815
-SubTopic 10
-Section 50
-Paragraph 1B
-URI http://asc.fasb.org/extlink&oid=64837297&loc=SL5580258-113959

Reference 6: http://www.xbrl.org/2003/role/presentationRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 815
-SubTopic 10
-Section 50
-Paragraph 1A
-URI http://asc.fasb.org/extlink&oid=64837297&loc=SL5579245-113959

Reference 7: http://www.xbrl.org/2003/role/presentationRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 815
-SubTopic 10
-Section 50
-Paragraph 4C
-URI http://asc.fasb.org/extlink&oid=64837297&loc=SL5624171-113959

Reference 8: http://www.xbrl.org/2003/role/presentationRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 815
-SubTopic 10
-Section 50
-Paragraph 1
-URI http://asc.fasb.org/extlink&oid=64837297&loc=SL5579240-113959

Reference 9: http://www.xbrl.org/2003/role/presentationRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 815
-SubTopic 10
-Section 50
-Paragraph 2
-URI http://asc.fasb.org/extlink&oid=64837297&loc=d3e41620-113959

Reference 10: http://www.xbrl.org/2003/role/presentationRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 235
-SubTopic 10
-Section S99
-Paragraph 1
-Subparagraph (SX 210.4-08.(n)(2))
-URI http://asc.fasb.org/extlink&oid=26873400&loc=d3e23780-122690

Schedule of Assets and Liabilities Measured at Fair Value on Recurring Basis

Debt (Tables)

9 Months Ended

Sep. 30, 2016

Debt Disclosure [Abstract]

Schedule of Debt

Short-term debt and current portion of long-term debt consists of the following:



	September 30, 2016		December 31, 2015
1-year term loan facility matures 2016	$	—	$	587
4.125% senior notes due 2016	—		300
6.200% senior notes due 2017	394		—
Current portion of 7-year term loan facility expires 2018	22		22
Current portion of term loan expires 2019	85		—
Short-term borrowing under bank overdraft arrangement	18		79
	$	519	$	988

Long-term debt consists of the following:



	September 30, 2016		December 31, 2015
Revolving $800 million credit facility	$	85	$	467
6.200% senior notes due 2017	—		394
7-year term loan facility expires 2018	202		218
Term loan expires 2019	190		—
7.000% senior notes due 2019	186		186
5.750% senior notes due 2021	496		495
3.500% senior notes due 2021	446		—
2.125% senior notes due 2022	601		—
4.625% senior notes due 2023	247		247
4.400% senior notes due 2026	543		—
6.125% senior notes due 2043	271		271
	$	3,267	$	2,278

Fair Value Measurements (Tables)

9 Months Ended

Sep. 30, 2016

Fair Value Disclosures [Abstract]

The following presents our assets and liabilities measured at fair value on a recurring basis at September 30, 2016 and December 31, 2015:



	Balance Sheet Location	Fair Value Measurements on a Recurring Basis at September 30, 2016
	Balance Sheet Location	Level 1		Level 2		Level 3		Total
Assets:
Available-for-sale securities:
Mutual funds / exchange traded funds	Prepaid and other current assets and other non-current assets	$	37	$	—	$	—	$	37
Derivatives:
Derivative financial instruments ⁽ⁱ⁾	Prepaid and other current assets and other non-current assets	$	—	$	2	$	—	$	2
Liabilities:
Derivatives:
Derivative financial instruments ⁽ⁱ⁾	Other current liabilities and other non-current liabilities	$	—	$	116	$	—	$	116



	Balance Sheet Location	Fair Value Measurements on a Recurring Basis at December 31, 2015
	Balance Sheet Location	Level 1		Level 2		Level 3		Total
Assets:
Derivatives:
Derivative financial instruments ⁽ⁱ⁾	Prepaid and other current assets and other non-current assets	$	—	$	26	$	—	$	26
Liabilities:
Derivatives:
Derivative financial instruments ⁽ⁱ⁾	Other current liabilities and other non-current liabilities	$	—	$	57	$	—	$	57

_________________________


(i)	See Note 8 — Derivative Financial Instruments for further information on our derivative instruments.

Schedule of Liabilities Whose Carrying Values Differ From the Fair Value and are Not Measured on a Recurring Basis

The following presents our liabilities whose carrying value differs from the fair value and that are not measured at fair value on a recurring basis at September 30, 2016 and December 31, 2015:



	September 30, 2016				December 31, 2015
	Carrying Value		Fair Value		Carrying Value		Fair Value
Liabilities:
Current portion of long term debt	$	519	$	529	$	988	$	998
Long-term debt	$	3,267	$	3,503	$	2,278	$	2,394

Retirement Benefits (Tables)

9 Months Ended

Sep. 30, 2016

Compensation and Retirement Disclosure [Abstract]

Schedule of Net Periodic Benefit Cost



	Nine Months Ended September 30,
	2016											2015
	U.S.			U.K.			Other			PRW		U.S.			U.K.			Other			PRW
Service cost	$	44		$	19		$	14		$	—	$	—		$	25		$	3		$	—
Interest cost	102			83			20			3		30			77			6			—
Expected return on plan assets	(180		)	(186		)	(26		)	—		(43		)	(169		)	(6		)	—
Settlement	—			—			2			—		—			—			—			—
Amortization of net loss/(gain)	8			32			1			—		9			27			—			—
Amortization of prior service (credit)/cost	—			(15		)	—			—		—			(13		)	—			—
Net periodic benefit (income)/cost	$	(26	)	$	(67	)	$	11		$	3	$	(4	)	$	(53	)	$	3		$	—



	Three Months Ended September 30,
	2016											2015
	U.S.			U.K.			Other			PRW		U.S.			U.K.			Other			PRW
Service cost	$	15		$	6		$	5		$	—	$	—		$	7		$	2		$	—
Interest cost	34			26			6			1		10			25			3			—
Expected return on plan assets	(61		)	(58		)	(8		)	—		(14		)	(56		)	(4		)	—
Amortization of net loss/(gain)	3			10			—			—		3			9			—			—
Amortization of prior service (credit)/cost	—			(5		)	—			—		—			(5		)	—			—
Net periodic benefit (income)/cost	$	(9	)	$	(21	)	$	3		$	1	$	(1	)	$	(20	)	$	1		$	—

Supplementary Information for Select Balance Sheet Accounts (Tables)

9 Months Ended

Sep. 30, 2016

Deferred Costs, Capitalized, Prepaid, and Other Assets Disclosure [Abstract]

Schedule of Accounts Receivable, Net

Accounts receivable, net consists of the following:



	September 30, 2016		December 31, 2015
Billed, net of allowance for doubtful receivables from clients of $42 million and $22 million	$	1,689	$	1,051
Accrued and unbilled, at estimated net realizable value	354		207
Accounts receivable, net	$	2,043	$	1,258

Schedule of Prepaid and Other Current Assets

Prepaid and other current assets consist of the following:



	September 30, 2016		December 31, 2015
Prepayments and accrued income	$	126	$	86
Derivatives and investments	27		29
Deferred compensation plan assets	19		20
Retention incentives	12		14
Corporate income and other taxes	72		66
Other current assets	63		40
Total prepaid and other current assets	$	319	$	255

Schedule of Other Non-current Assets

Other non-current assets consist of the following:



	September 30, 2016		December 31, 2015
Prepayments and accrued income	$	17	$	23
Deferred compensation plan assets	104		102
Deferred tax assets	37		76
Accounts receivable, net	26		30
Other investments	29		42
Other non-current assets	115		25
Total other non-current assets	$	328	$	298

Schedule of Other Current Liabilities

Other current liabilities consist of the following:



	September 30, 2016		December 31, 2015
Accounts payable	$	121	$	75
Income and other taxes payable	79		45
Contingent and deferred consideration on acquisition	56		68
Payroll related liabilities	175		82
Derivatives	72		31
Third party commissions	204		177
Other current liabilities	105		125
Total other current liabilities	$	812	$	603

Schedule of Other Non-Current Liabilities

Other non-current liabilities consist of the following:



	September 30, 2016		December 31, 2015
Incentives from lessors	$	140	$	175
Deferred compensation plan liability	104		102
Contingent and deferred consideration on acquisition	99		156
Derivatives	51		27
Other non-current liabilities	150		73
Total other non-current liabilities	$	544	$	533

Accumulated Other Comprehensive Income/(Loss) (Tables)

9 Months Ended

Sep. 30, 2016

Equity [Abstract]

Schedule of Accumulated Other Comprehensive Income (Loss)



	Foreign currency translation ⁽ⁱ⁾			Gains and losses on cash flow hedges ⁽ⁱ⁾			Defined pension and post-retirement benefit costs ⁽ⁱⁱ⁾			Total
As of December 31, 2014	$	(191	)	$	18		$	(893	)	$	(1,066	)
Other comprehensive (loss)/income before reclassifications	(111		)	(13		)	212			88
Amounts reclassified from accumulated other comprehensive income (net of income tax of $3)	—			3			21			24
Net current-period other comprehensive (loss)/income	(111		)	(10		)	233			112
As of September 30, 2015	$	(302	)	$	8		$	(660	)	$	(954	)

As of December 31, 2015	$	(314	)	$	(10	)	$	(713	)	$	(1,037	)
Other comprehensive loss before reclassifications	(120		)	(56		)	(26		)	(202		)
Amounts reclassified from accumulated other comprehensive (loss)/income (net of income tax of $3)	—			(14		)	32			18
Net current-period other comprehensive (loss)/income	(120		)	(70		)	6			(184		)
As of September 30, 2016	$	(434	)	$	(80	)	$	(707	)	$	(1,221	)

________________________


(i)	Reclassification adjustments from accumulated other comprehensive income are primarily included in other expense/(income), net for foreign currency translation and gains and losses on cash flow hedges. See Note 8 — Derivative Financial Instruments for additional details regarding the reclassification adjustments for the hedge settlements.


(ii)	Reclassification adjustments from accumulated other comprehensive income are included in the computation of net periodic pension cost (see Note 11 — Retirement Benefits) which is included in salaries and benefits in the accompanying condensed consolidated statements of operations.

Earnings Per Share (Tables)

9 Months Ended

Sep. 30, 2016

Earnings Per Share [Abstract]

Schedule of Basic and Diluted Earnings Per Share

Basic and diluted earnings per share are as follows:



	Three Months Ended September 30,						Nine Months Ended September 30,
	2016			2015			2016			2015
Net (loss)/income attributable to Willis Towers Watson	$	(32	)	$	117		$	278		$	397

Basic average number of shares outstanding⁽ⁱ⁾	138			68			137			68
Dilutive effect of potentially issuable shares⁽ⁱ⁾	—			1			2			1
Diluted average number of shares outstanding⁽ⁱ⁾	138			69			139			69

Basic (loss)/earnings per share⁽ⁱ⁾	$	(0.23	)	$	1.72		$	2.03		$	5.84
Dilutive effect of potentially issuable shares⁽ⁱ⁾	—			(0.02		)	(0.03		)	(0.09		)
Diluted (loss)/earnings per share⁽ⁱ⁾	$	(0.23	)	$	1.70		$	2.00		$	5.75

____________________________


(i)	Shares outstanding, potentially issuable shares, basic and diluted earnings per share, and the dilutive effect of potentially issuable shares, for the three and nine months ended September 30, 2015 have been retroactively adjusted to reflect the reverse stock split effected on January 4, 2016. See Note 3 — Merger and Acquisitions for further details.

Financial Information for Parent Guarantor, Other Guarantor Subsidiaries and Non-Guarantor Subsidiaries (Tables)

9 Months Ended

Sep. 30, 2016

Condensed Financial Information of Parent Company Only Disclosure [Abstract]

Unaudited Condensed Consolidated Statement of Operations



	Three Months Ended September 30, 2016
	Willis Towers Watson			The Other Guarantors			The Issuer			Other			Consolidating adjustments			Consolidated
Revenues
Commissions and fees	$	—		$	—		$	5		$	1,756		$	—		$	1,761
Interest and other income	—			—			—			16			—			16
Total revenues	—			—			5			1,772			—			1,777
Costs of providing services
Salaries and benefits	—			—			14			1,105			—			1,119
Other operating expenses	1			27			10			332			—			370
Depreciation	—			1			4			40			—			45
Amortization	—			—			—			157			—			157
Restructuring costs	—			7			7			35			—			49
Integration expenses	—			1			5			30			—			36
Total costs of providing services	1			36			40			1,699			—			1,776
(Loss)/income from operations	(1		)	(36		)	(35		)	73			—			1
Income from Group undertakings	—			(126		)	(61		)	(34		)	221			—
Expenses due to Group undertakings	—			13			48			160			(221		)	—
Interest expense	8			22			10			5			—			45
Other expense/(income), net	—			—			—			14			—			14
(LOSS)/INCOME FROM CONTINUING OPERATIONS BEFORE INCOME TAXES AND INTEREST IN EARNINGS OF ASSOCIATES	(9		)	55			(32		)	(72		)	—			(58		)
(Benefit from)/provision for income taxes	—			(9		)	(10		)	(7		)	—			(26		)
(LOSS)/INCOME FROM CONTINUING OPERATIONS BEFORE INTEREST IN EARNINGS OF ASSOCIATES	(9		)	64			(22		)	(65		)	—			(32		)
Interest in earnings of associates, net of tax	—			—			—			1			—			1
Equity account for subsidiaries	(23		)	(82		)	(29		)	—			134			—
NET (LOSS)/INCOME	(32		)	(18		)	(51		)	(64		)	134			(31		)
(Income)/loss attributable to non-controlling interests	—			—			—			(1		)	—			(1		)
NET (LOSS)/INCOME ATTRIBUTABLE TO WILLIS TOWERS WATSON	$	(32	)	$	(18	)	$	(51	)	$	(65	)	$	134		$	(32	)

Unaudited Condensed Consolidated Statement of Operations



	Nine Months Ended September 30, 2015
	Willis Towers Watson			The Other Guarantors			The Issuer			Other			Consolidating adjustments			Consolidated
Revenues
Commissions and fees	$	—		$	—		$	10		$	2,829		$	—		$	2,839
Interest and other income	—			1			—			15			—			16
Total revenues	—			1			10			2,844			—			2,855
Costs of providing services
Salaries and benefits	1			1			60			1,636			—			1,698
Other operating expenses	11			79			24			402			—			516
Depreciation	—			4			12			54			—			70
Amortization	—			—			—			53			—			53
Restructuring costs	—			17			13			63			—			93
Total costs of providing services	12			101			109			2,208			—			2,430
(Loss)/income from operations	(12		)	(100		)	(99		)	636			—			425
Income from Group undertakings	—			(168		)	(178		)	(82		)	428			—
Expenses due to Group undertakings	—			23			142			263			(428		)	—
Interest expense	32			28			31			12			—			103
Other expense/(income), net	8			(2		)	—			(32		)	—			(26		)
(LOSS)/INCOME FROM CONTINUING OPERATIONS BEFORE INCOME TAXES AND INTEREST IN EARNINGS OF ASSOCIATES	(52		)	19			(94		)	475			—			348
(Benefit from)/provision for income taxes	—			(21		)	(30		)	14			—			(37		)
(LOSS)/INCOME FROM CONTINUING OPERATIONS BEFORE INTEREST IN EARNINGS OF ASSOCIATES	(52		)	40			(64		)	461			—			385
Interest in earnings/(loss) of associates, net of tax	—			7			—			10			—			17
Equity account for subsidiaries	449			398			202			—			(1,049		)	—
NET INCOME/(LOSS)	397			445			138			471			(1,049		)	402
(Income)/loss attributable to non-controlling interests	—			—			—			(5		)	—			(5		)
NET INCOME/(LOSS) ATTRIBUTABLE TO WILLIS TOWERS WATSON	$	397		$	445		$	138		$	466		$	(1,049	)	$	397

Unaudited Condensed Consolidated Statement of Operations



	Nine Months Ended September 30, 2016
	Willis Towers Watson			The Other Guarantors			The Issuer			Other			Consolidating adjustments			Consolidated
Revenues
Commissions and fees	$	—		$	—		$	16		$	5,858		$	—		$	5,874
Interest and other income	—			1			—			85			—			86
Total revenues	—			1			16			5,943			—			5,960
Costs of providing services
Salaries and benefits	1			1			38			3,479			—			3,519
Other operating expenses	4			84			82			1,001			—			1,171
Depreciation	—			3			11			118			—			132
Amortization	—			—			—			443			—			443
Restructuring costs	—			18			23			74			—			115
Integration expenses	—			13			15			89			—			117
Total costs of providing services	5			119			169			5,204			—			5,497
(Loss)/income from operations	(5		)	(118		)	(153		)	739			—			463
Income from Group undertakings	—			(367		)	(177		)	(104		)	648			—
Expenses due to Group undertakings	—			53			134			461			(648		)	—
Interest expense	25			65			29			19			—			138
Other expense/(income), net	1			(2		)	—			27			—			26
(LOSS)/INCOME FROM CONTINUING OPERATIONS BEFORE INCOME TAXES AND INTEREST IN EARNINGS OF ASSOCIATES	(31		)	133			(139		)	336			—			299
(Benefit from)/provision for income taxes	—			(32		)	(41		)	84			—			11
(LOSS)/INCOME FROM CONTINUING OPERATIONS BEFORE INTEREST IN EARNINGS OF ASSOCIATES	(31		)	165			(98		)	252			—			288
Interest in earnings/(loss) of associates, net of tax	—			—			—			2			—			2
Equity account for subsidiaries	309			124			92			—			(525		)	—
NET INCOME/(LOSS)	278			289			(6		)	254			(525		)	290
(Income)/loss attributable to non-controlling interests	—			—			—			(12		)	—			(12		)
NET INCOME/(LOSS) ATTRIBUTABLE TO WILLIS TOWERS WATSON	$	278		$	289		$	(6	)	$	242		$	(525	)	$	278

Unaudited Condensed Consolidated Statement of Operations



	Three Months Ended September 30, 2015
	Willis Towers Watson			The Other Guarantors			The Issuer			Other			Consolidating adjustments			Consolidated
Revenues
Commissions and fees	$	—		$	—		$	6		$	835		$	—		$	841
Interest and other income	—			1			—			4			—			5
Total revenues	—			1			6			839			—			846
Costs of providing services
Salaries and benefits	—			1			18			551			—			570
Other operating expenses	2			24			13			138			—			177
Depreciation	—			1			4			20			—			25
Amortization	—			—			—			23			—			23
Restructuring costs	—			3			—			21			—			24
Total costs of providing services	2			29			35			753			—			819
(Loss)/income from operations	(2		)	(28		)	(29		)	86			—			27
Income from Group undertakings	—			(58		)	(66		)	(33		)	157			—
Expenses due to Group undertakings	—			8			53			96			(157		)	—
Interest expense	11			10			9			5			—			35
Other expense/(income), net	—			(2		)	—			(8		)	1			(9		)
(LOSS)/INCOME FROM CONTINUING OPERATIONS BEFORE INCOME TAXES AND INTEREST IN EARNINGS OF ASSOCIATES	(13		)	14			(25		)	26			(1		)	1
(Benefit from)/provision for income taxes	—			(4		)	(8		)	(100		)	—			(112		)
(LOSS)/INCOME FROM CONTINUING OPERATIONS BEFORE INTEREST IN EARNINGS OF ASSOCIATES	(13		)	18			(17		)	126			(1		)	113
Interest in earnings/(loss) of associates, net of tax	—			3			—			—			—			3
Equity account for subsidiaries	130			112			106			—			(348		)	—
NET INCOME/(LOSS)	117			133			89			126			(349		)	116
(Income)/loss attributable to non-controlling interests	—			—			—			1			—			1
NET INCOME/(LOSS) ATTRIBUTABLE TO WILLIS TOWERS WATSON	$	117		$	133		$	89		$	127		$	(349	)	$	117

Unaudited Condensed Consolidated Statement of Operations



	Three Months Ended September 30, 2015
	Willis Towers Watson — the Parent Issuer			The Guarantors			Other			Consolidating adjustments			Consolidated
Revenues
Commissions and fees	$	—		$	6		$	835		$	—		$	841
Interest and other income	—			1			4			—			5
Total revenues	—			7			839			—			846
Costs of providing services
Salaries and benefits	—			19			551			—			570
Other operating expenses	2			37			138			—			177
Depreciation	—			5			20			—			25
Amortization	—			—			23			—			23
Restructuring costs	—			3			21			—			24
Total costs of providing services	2			64			753			—			819
(Loss)/income from operations	(2		)	(57		)	86			—			27
Income from Group undertakings	—			(97		)	(33		)	130			—
Expenses due to Group undertakings	—			34			96			(130		)	—
Interest expense	11			19			5			—			35
Other expense/(income), net	—			(2		)	(8		)	1			(9		)
(LOSS)/INCOME FROM CONTINUING OPERATIONS BEFORE INCOME TAXES AND INTEREST IN EARNINGS OF ASSOCIATES	(13		)	(11		)	26			(1		)	1
(Benefit from)/provision for income taxes	—			(12		)	(100		)	—			(112		)
(LOSS)/INCOME FROM CONTINUING OPERATIONS BEFORE INTEREST IN EARNINGS OF ASSOCIATES	(13		)	1			126			(1		)	113
Interest in earnings/(loss) of associates, net of tax	—			3			—			—			3
Equity account for subsidiaries	130			129			—			(259		)	—
NET INCOME/(LOSS)	117			133			126			(260		)	116
(Income)/loss attributable to non-controlling interests	—			—			1			—			1
NET INCOME/(LOSS) ATTRIBUTABLE TO WILLIS TOWERS WATSON	$	117		$	133		$	127		$	(260	)	$	117

Unaudited Condensed Consolidated Statement of Operations



	Three Months Ended September 30, 2016
	Willis Towers Watson — the Parent Issuer			The Guarantors			Other			Consolidating adjustments			Consolidated
Revenues
Commissions and fees	$	—		$	5		$	1,756		$	—		$	1,761
Interest and other income	—			—			16			—			16
Total revenues	—			5			1,772			—			1,777
Costs of providing services
Salaries and benefits	—			14			1,105			—			1,119
Other operating expenses	1			37			332			—			370
Depreciation	—			5			40			—			45
Amortization	—			—			157			—			157
Restructuring costs	—			14			35			—			49
Integration expenses	—			6			30			—			36
Total costs of providing services	1			76			1,699			—			1,776
(Loss)/income from operations	(1		)	(71		)	73			—			1
Income from Group undertakings	—			(159		)	(34		)	193			—
Expenses due to Group undertakings	—			33			160			(193		)	—
Interest expense	8			32			5			—			45
Other expense/(income), net	—			—			14			—			14
(LOSS)/INCOME FROM CONTINUING OPERATIONS BEFORE INCOME TAXES AND INTEREST IN EARNINGS OF ASSOCIATES	(9		)	23			(72		)	—			(58		)
(Benefit from)/provision for income taxes	—			(19		)	(7		)	—			(26		)
(LOSS)/INCOME FROM CONTINUING OPERATIONS BEFORE INTEREST IN EARNINGS OF ASSOCIATES	(9		)	42			(65		)	—			(32		)
Interest in earnings of associates, net of tax	—			—			1			—			1
Equity account for subsidiaries	(23		)	(60		)	—			83			—
NET (LOSS)/INCOME	(32		)	(18		)	(64		)	83			(31		)
(Income)/loss attributable to non-controlling interests	—			—			(1		)	—			(1		)
NET (LOSS)/INCOME ATTRIBUTABLE TO WILLIS TOWERS WATSON	$	(32	)	$	(18	)	$	(65	)	$	83		$	(32	)

Unaudited Condensed Consolidated Statement of Operations



	Nine Months Ended September 30, 2016
	Willis Towers Watson — the Parent Issuer			The Guarantors			Other			Consolidating adjustments			Consolidated
Revenues
Commissions and fees	$	—		$	16		$	5,858		$	—		$	5,874
Interest and other income	—			1			85			—			86
Total revenues	—			17			5,943			—			5,960
Costs of providing services
Salaries and benefits	1			39			3,479			—			3,519
Other operating expenses	4			166			1,001			—			1,171
Depreciation	—			14			118			—			132
Amortization	—			—			443			—			443
Restructuring costs	—			41			74			—			115
Integration expenses	—			28			89			—			117
Total costs of providing services	5			288			5,204			—			5,497
(Loss)/income from operations	(5		)	(271		)	739			—			463
Income from Group undertakings	—			(461		)	(104		)	565			—
Expenses due to Group undertakings	—			104			461			(565		)	—
Interest expense	25			94			19			—			138
Other expense/(income), net	1			(2		)	27			—			26
(LOSS)/INCOME FROM CONTINUING OPERATIONS BEFORE INCOME TAXES AND INTEREST IN EARNINGS OF ASSOCIATES	(31		)	(6		)	336			—			299
(Benefit from)/provision for income taxes	—			(73		)	84			—			11
(LOSS)/INCOME FROM CONTINUING OPERATIONS BEFORE INTEREST IN EARNINGS OF ASSOCIATES	(31		)	67			252			—			288
Interest in earnings/(loss) of associates, net of tax	—			—			2			—			2
Equity account for subsidiaries	309			222			—			(531		)	—
NET INCOME/(LOSS)	278			289			254			(531		)	290
(Income)/loss attributable to non-controlling interests	—			—			(12		)	—			(12		)
NET INCOME/(LOSS) ATTRIBUTABLE TO WILLIS TOWERS WATSON	$	278		$	289		$	242		$	(531	)	$	278

Unaudited Condensed Consolidated Statement of Operations



	Nine Months Ended September 30, 2015
	Willis Towers Watson — the Parent Issuer			The Guarantors			Other			Consolidating adjustments			Consolidated
Revenues
Commissions and fees	$	—		$	10		$	2,829		$	—		$	2,839
Interest and other income	—			1			15			—			16
Total revenues	—			11			2,844			—			2,855
Costs of providing services
Salaries and benefits	1			61			1,636			—			1,698
Other operating expenses	11			103			402			—			516
Depreciation	—			16			54			—			70
Amortization	—			—			53			—			53
Restructuring costs	—			30			63			—			93
Total costs of providing services	12			210			2,208			—			2,430
(Loss)/income from operations	(12		)	(199		)	636			—			425
Income from Group undertakings	—			(264		)	(82		)	346			—
Expenses due to Group undertakings	—			83			263			(346		)	—
Interest expense	32			59			12			—			103
Other expense/(income), net	8			(2		)	(32		)	—			(26		)
(LOSS)/INCOME FROM CONTINUING OPERATIONS BEFORE INCOME TAXES AND INTEREST IN EARNINGS OF ASSOCIATES	(52		)	(75		)	475			—			348
(Benefit from)/provision for income taxes	—			(51		)	14			—			(37		)
(LOSS)/INCOME FROM CONTINUING OPERATIONS BEFORE INTEREST IN EARNINGS OF ASSOCIATES	(52		)	(24		)	461			—			385
Interest in earnings/(loss) of associates, net of tax	—			7			10			—			17
Equity account for subsidiaries	449			462			—			(911		)	—
NET INCOME/(LOSS)	397			445			471			(911		)	402
(Income)/loss attributable to non-controlling interests	—			—			(5		)	—			(5		)
NET INCOME/(LOSS) ATTRIBUTABLE TO WILLIS TOWERS WATSON	$	397		$	445		$	466		$	(911	)	$	397

Unaudited Condensed Consolidated Statement of Operations



	Nine Months Ended September 30, 2016
	Willis Towers Watson			The Other Guarantors			The Issuer			Other			Consolidating adjustments			Consolidated
Revenues
Commissions and fees	$	—		$	16		$	—		$	5,858		$	—		$	5,874
Interest and other income	—			1			—			85			—			86
Total revenues	—			17			—			5,943			—			5,960
Costs of providing services
Salaries and benefits	1			39			—			3,479			—			3,519
Other operating expenses	4			166			—			1,001			—			1,171
Depreciation	—			14			—			118			—			132
Amortization	—			—			—			443			—			443
Restructuring costs	—			41			—			74			—			115
Integration expenses	—			28			—			89			—			117
Total costs of providing services	5			288			—			5,204			—			5,497
(Loss)/income from operations	(5		)	(271		)	—			739			—			463
Income from Group undertakings	—			(451		)	(98		)	(104		)	653			—
Expenses due to Group undertakings	—			173			19			461			(653		)	—
Interest expense	25			28			66			19			—			138
Other expense/(income), net	1			(2		)	—			27			—			26
(LOSS)/INCOME FROM CONTINUING OPERATIONS BEFORE INCOME TAXES AND INTEREST IN EARNINGS OF ASSOCIATES	(31		)	(19		)	13			336			—			299
(Benefit from)/provision for income taxes	—			(74		)	1			84			—			11
(LOSS)/INCOME FROM CONTINUING OPERATIONS BEFORE INTEREST IN EARNINGS OF ASSOCIATES	(31		)	55			12			252			—			288
Interest in earnings/(loss) of associates, net of tax	—			—			—			2			—			2
Equity account for subsidiaries	309			234			57			—			(600		)	—
NET INCOME/(LOSS)	278			289			69			254			(600		)	290
(Income) attributable to non-controlling interests	—			—			—			(12		)	—			(12		)
NET INCOME/(LOSS) ATTRIBUTABLE TO WILLIS TOWERS WATSON	$	278		$	289		$	69		$	242		$	(600	)	$	278

Unaudited Condensed Consolidated Statement of Operations



	Three Months Ended September 30, 2015
	Willis Towers Watson			The Other Guarantors			The Issuer			Other			Consolidating adjustments			Consolidated
Revenues
Commissions and fees	$	—		$	6		$	—		$	835		$	—		$	841
Interest and other income	—			1			—			4			—			5
Total revenues	—			7			—			839			—			846
Costs of providing services
Salaries and benefits	—			19			—			551			—			570
Other operating expenses	2			37			—			138			—			177
Depreciation	—			5			—			20			—			25
Amortization	—			—			—			23			—			23
Restructuring costs	—			3			—			21			—			24
Integration expenses	—			—			—			—			—			—
Total costs of providing services	2			64			—			753			—			819
(Loss)/income from operations	(2		)	(57		)	—			86			—			27
Income from Group undertakings	—			(96		)	(24		)	(33		)	153			—
Expenses due to Group undertakings	—			58			(1		)	96			(153		)	—
Interest expense	11			9			10			5			—			35
Other expense/(income), net	—			(2		)	—			(8		)	1			(9		)
(LOSS)/INCOME FROM CONTINUING OPERATIONS BEFORE INCOME TAXES AND INTEREST IN EARNINGS OF ASSOCIATES	(13		)	(26		)	15			26			(1		)	1
(Benefit from)/provision for income taxes	—			(14		)	2			(100		)	—			(112		)
(LOSS)/INCOME FROM CONTINUING OPERATIONS BEFORE INTEREST IN EARNINGS OF ASSOCIATES	(13		)	(12		)	13			126			(1		)	113
Interest in earnings/(loss) of associates, net of tax	—			3			—			—			—			3
Equity account for subsidiaries	130			142			114			—			(386		)	—
NET INCOME/(LOSS)	117			133			127			126			(387		)	116
Loss attributable to non-controlling interests	—			—			—			1			—			1
NET INCOME/(LOSS) ATTRIBUTABLE TO WILLIS TOWERS WATSON	$	117		$	133		$	127		$	127		$	(387	)	$	117

Unaudited Condensed Consolidated Statement of Operations



	Nine Months Ended September 30, 2015
	Willis Towers Watson			The Other Guarantors			The Issuer			Other			Consolidating adjustments			Consolidated
Revenues
Commissions and fees	$	—		$	10		$	—		$	2,829		$	—		$	2,839
Interest and other income	—			1			—			15			—			16
Total revenues	—			11			—			2,844			—			2,855
Costs of providing services
Salaries and benefits	1			61			—			1,636			—			1,698
Other operating expenses	11			103			—			402			—			516
Depreciation	—			16			—			54			—			70
Amortization	—			—			—			53			—			53
Restructuring costs	—			30			—			63			—			93
Integration expenses	—			—			—			—			—			—
Total costs of providing services	12			210			—			2,208			—			2,430
(Loss)/income from operations	(12		)	(199		)	—			636			—			425
Income from Group undertakings	—			(276		)	(69		)	(82		)	427			—
Expenses due to Group undertakings	—			151			13			263			(427		)	—
Interest expense	32			30			29			12			—			103
Other expense/(income), net	8			(2		)	—			(32		)	—			(26		)
(LOSS) INCOME FROM CONTINUING OPERATIONS BEFORE INCOME TAXES AND INTEREST IN EARNINGS OF ASSOCIATES	(52		)	(102		)	27			475			—			348
(Benefit from)/provision for income taxes	—			(56		)	5			14			—			(37		)
(LOSS)/INCOME FROM CONTINUING OPERATIONS BEFORE INTEREST IN EARNINGS OF ASSOCIATES	(52		)	(46		)	22			461			—			385
Interest in earnings/(loss) of associates, net of tax	—			7			—			10			—			17
Equity account for subsidiaries	449			484			375			—			(1,308		)	—
NET INCOME/(LOSS)	397			445			397			471			(1,308		)	402
(Income) attributable to non-controlling interests	—			—			—			(5		)	—			(5		)
NET INCOME/(LOSS) ATTRIBUTABLE TO WILLIS TOWERS WATSON	$	397		$	445		$	397		$	466		$	(1,308	)	$	397

Unaudited Condensed Consolidated Statement of Operations



	Three Months Ended September 30, 2016
	Willis Towers Watson			The Other Guarantors			The Issuer			Other			Consolidating adjustments			Consolidated
Revenues
Commissions and fees	$	—		$	5		$	—		$	1,756		$	—		$	1,761
Interest and other income	—			—			—			16			—			16
Total revenues	—			5			—			1,772			—			1,777
Costs of providing services
Salaries and benefits	—			14			—			1,105			—			1,119
Other operating expenses	1			37			—			332			—			370
Depreciation	—			5			—			40			—			45
Amortization	—			—			—			157			—			157
Restructuring costs	—			14			—			35			—			49
Integration expenses	—			6			—			30			—			36
Total costs of providing services	1			76			—			1,699			—			1,776
(Loss)/income from operations	(1		)	(71		)	—			73			—			1
Income from Group undertakings	—			(155		)	(34		)	(34		)	223			—
Expenses due to Group undertakings	—			57			6			160			(223		)	—
Interest expense	8			10			22			5			—			45
Other expense/(income), net	—			—			—			14			—			14
(LOSS)/INCOME FROM CONTINUING OPERATIONS BEFORE INCOME TAXES AND INTEREST IN EARNINGS OF ASSOCIATES	(9		)	17			6			(72		)	—			(58		)
(Benefit from)/provision for income taxes	—			(19		)	—			(7		)	—			(26		)
(LOSS)/INCOME FROM CONTINUING OPERATIONS BEFORE INTEREST IN EARNINGS OF ASSOCIATES	(9		)	36			6			(65		)	—			(32		)
Interest in earnings of associates, net of tax	—			—			—			1			—			1
Equity account for subsidiaries	(23		)	(54		)	(55		)	—			132			—
NET (LOSS)/INCOME	(32		)	(18		)	(49		)	(64		)	132			(31		)
(Income)/loss attributable to non-controlling interests	—			—			—			(1		)	—			(1		)
NET (LOSS)/INCOME ATTRIBUTABLE TO WILLIS TOWERS WATSON	$	(32	)	$	(18	)	$	(49	)	$	(65	)	$	132		$	(32	)

Unaudited Condensed Consolidated Statement of Comprehensive Income



	Three Months Ended September 30, 2016
	Willis Towers Watson			The Other Guarantors			The Issuer			Other			Consolidating adjustments		Consolidated
Comprehensive (loss)/income before non-controlling interests	$	(72	)	$	(58	)	$	(77	)	$	(91	)	$	225	$	(73	)
Less: Comprehensive loss/(income) attributable to non-controlling interest	—			—			—			1			—		1
Comprehensive (loss)/income attributable to Willis Towers Watson	$	(72	)	$	(58	)	$	(77	)	$	(90	)	$	225	$	(72	)

Unaudited Condensed Consolidated Statement of Comprehensive Income



	Nine Months Ended September 30, 2016
	Willis Towers Watson		The Other Guarantors		The Issuer			Other			Consolidating adjustments			Consolidated
Comprehensive (loss)/income before non-controlling interests	$	94	$	104	$	(107	)	$	88		$	(83	)	$	96
Less: Comprehensive (income)/loss attributable to non-controlling interest	—		—		—			(2		)	—			(2		)
Comprehensive (loss)/income attributable to Willis Towers Watson	$	94	$	104	$	(107	)	$	86		$	(83	)	$	94

Unaudited Condensed Consolidated Statement of Comprehensive Income



	Three Months Ended September 30, 2015
	Willis Towers Watson		The Other Guarantors		The Issuer		Other		Consolidating adjustments			Consolidated
Comprehensive income/(loss) before non-controlling interests	$	35	$	51	$	92	$	54	$	(202	)	$	30
Less: Comprehensive (income)/loss attributable to non-controlling interest	—		—		—		5		—			5
Comprehensive income/(loss) attributable to Willis Towers Watson	$	35	$	51	$	92	$	59	$	(202	)	$	35

Unaudited Condensed Consolidated Statement of Comprehensive Income



	Nine Months Ended September 30, 2015
	Willis Towers Watson		The Other Guarantors		The Issuer		Other		Consolidating adjustments			Consolidated
Comprehensive income/(loss) before non-controlling interests	$	509	$	559	$	147	$	600	$	(1,308	)	$	507
Less: Comprehensive (income)/loss attributable to non-controlling interest	—		—		—		2		—			2
Comprehensive income/(loss) attributable to Willis Towers Watson	$	509	$	559	$	147	$	602	$	(1,308	)	$	509

Unaudited Condensed Consolidated Statement of Comprehensive Income



	Nine Months Ended September 30, 2015
	Willis Towers Watson — the Parent Issuer		The Guarantors		Other		Consolidating adjustments			Consolidated
Comprehensive income/(loss) before non-controlling interests	$	509	$	559	$	600	$	(1,161	)	$	507
Less: Comprehensive loss attributable to non-controlling interest	—		—		2		—			2
Comprehensive income/(loss) attributable to Willis Towers Watson	$	509	$	559	$	602	$	(1,161	)	$	509

Unaudited Condensed Consolidated Statement of Comprehensive Income



	Three Months Ended September 30, 2016
	Willis Towers Watson — the Parent Issuer			The Guarantors			Other			Consolidating adjustments		Consolidated
Comprehensive (loss)/income before non-controlling interests	$	(72	)	$	(58	)	$	(91	)	$	148	$	(73	)
Less: Comprehensive loss/(income) attributable to non-controlling interest	—			—			1			—		1
Comprehensive (loss)/income attributable to Willis Towers Watson	$	(72	)	$	(58	)	$	(90	)	$	148	$	(72	)

Unaudited Condensed Consolidated Statement of Comprehensive Income



	Three Months Ended September 30, 2015
	Willis Towers Watson — the Parent Issuer		The Guarantors		Other		Consolidating adjustments			Consolidated
Comprehensive income/(loss) before non-controlling interests	$	35	$	51	$	54	$	(110	)	$	30
Less: Comprehensive (income)/loss attributable to non-controlling interest	—		—		5		—			5
Comprehensive income/(loss) attributable to Willis Towers Watson	$	35	$	51	$	59	$	(110	)	$	35

Unaudited Condensed Consolidated Statement of Comprehensive Income



	Nine Months Ended September 30, 2016
	Willis Towers Watson — the Parent Issuer		The Guarantors		Other			Consolidating adjustments			Consolidated
Comprehensive income/(loss) before non-controlling interests	$	94	$	104	$	88		$	(190	)	$	96
Less: Comprehensive (income)/loss attributable to non-controlling interest	—		—		(2		)	—			(2		)
Comprehensive income/(loss) attributable to Willis Towers Watson	$	94	$	104	$	86		$	(190	)	$	94

Unaudited Condensed Consolidated Statement of Comprehensive Income



	Nine Months Ended September 30, 2016
	Willis Towers Watson		The Other Guarantors		The Issuer			Other			Consolidating adjustments			Consolidated
Comprehensive income/(loss) before non-controlling interests	$	94	$	104	$	(3	)	$	88		$	(187	)	$	96
Less: Comprehensive (income) attributable to non-controlling interest	—		—		—			(2		)	—			(2		)
Comprehensive income/(loss) attributable to Willis Towers Watson	$	94	$	104	$	(3	)	$	86		$	(187	)	$	94

Unaudited Condensed Consolidated Statement of Comprehensive Income



	Three Months Ended September 30, 2016
	Willis Towers Watson			The Other Guarantors			The Issuer			Other			Consolidating adjustments		Consolidated
Comprehensive (loss)/income before non-controlling interests	$	(72	)	$	(58	)	$	(59	)	$	(91	)	$	207	$	(73	)
Less: Comprehensive loss attributable to non-controlling interest	—			—			—			1			—		1
Comprehensive (loss)/income attributable to Willis Towers Watson	$	(72	)	$	(58	)	$	(59	)	$	(90	)	$	207	$	(72	)

Unaudited Condensed Consolidated Statement of Comprehensive Income



	Nine Months Ended September 30, 2015
	Willis Towers Watson		The Other Guarantors		The Issuer		Other		Consolidating adjustments			Consolidated
Comprehensive income/(loss) before non-controlling interests	$	509	$	559	$	522	$	600	$	(1,683	)	$	507
Less: Comprehensive loss attributable to non-controlling interest	—		—		—		2		—			2
Comprehensive income/(loss) attributable to Willis Towers Watson	$	509	$	559	$	522	$	602	$	(1,683	)	$	509

Unaudited Condensed Consolidated Statement of Comprehensive Income



	Three Months Ended September 30, 2015
	Willis Towers Watson		The Other Guarantors		The Issuer		Other		Consolidating adjustments			Consolidated
Comprehensive income/(loss) before non-controlling interests	$	35	$	51	$	48	$	54	$	(158	)	$	30
Less: Comprehensive loss attributable to non-controlling interest	—		—		—		5		—			5
Comprehensive income/(loss) attributable to Willis Towers Watson	$	35	$	51	$	48	$	59	$	(158	)	$	35

Unaudited Condensed Consolidated Balance Sheet



	As of September 30, 2016
	Willis Towers Watson		The Other Guarantors		The Issuer		Other		Consolidating adjustments			Consolidated
ASSETS
Cash and cash equivalents	$	—	$	—	$	—	$	767	$	—		$	767
Fiduciary assets	—		—		—		11,604		—			11,604
Accounts receivable, net	—		—		5		2,038		—			2,043
Prepaid and other current assets	2		69		20		283		(55		)	319
Amounts due from group undertakings	7,431		5,567		1,189		2,374		(16,561		)	—
Total current assets	7,433		5,636		1,214		17,066		(16,616		)	14,733
Investments in subsidiaries	3,900		8,319		5,945		—		(18,164		)	—
Fixed assets, net	—		33		31		747		—			811
Goodwill	—		—		—		10,483		—			10,483
Other intangible assets, net	—		64		—		4,589		(64		)	4,589
Pension benefits assets	—		—		—		857		—			857
Other non-current assets	—		2		54		273		(1		)	328
Non-current amounts due from group undertakings	—		918		823		—		(1,741		)	—
Total non-current assets	3,900		9,336		6,853		16,949		(19,970		)	17,068
TOTAL ASSETS	$	11,333	$	14,972	$	8,067	$	34,015	$	(36,586	)	$	31,801
LIABILITIES AND EQUITY
Fiduciary liabilities	$	—	$	—	$	—	$	11,604	$	—		$	11,604
Deferred revenue and accrued expenses	1		15		23		1,307		(64		)	1,282
Short-term debt and current portion of long-term debt	—		22		394		103		—			519
Other current liabilities	69		67		4		727		(55		)	812
Amounts due to group undertakings	—		8,686		2,140		5,735		(16,561		)	—
Total current liabilities	70		8,790		2,561		19,476		(16,680		)	14,217
Long-term debt	496		2,395		186		190		—			3,267
Liability for pension benefits	—		—		—		1,089		—			1,089
Deferred tax liabilities	—		—		—		1,138		(1		)	1,137
Provision for liabilities	—		—		120		473		—			593
Other non-current liabilities	—		45		15		480		4			544
Amounts due to group undertakings	—		—		518		1,223		(1,741		)	—
Total non-current liabilities	496		2,440		839		4,593		(1,738		)	6,630
TOTAL LIABILITIES	566		11,230		3,400		24,069		(18,418		)	20,847
REDEEMABLE NONCONTROLLING INTEREST	—		—		—		53		—			53
EQUITY
Total Willis Towers Watson shareholders’ equity	10,767		3,742		4,667		9,759		(18,168		)	10,767
Noncontrolling interests	—		—		—		134		—			134
Total equity	10,767		3,742		4,667		9,893		(18,168		)	10,901
TOTAL LIABILITIES AND EQUITY	$	11,333	$	14,972	$	8,067	$	34,015	$	(36,586	)	$	31,801

Unaudited Condensed Consolidated Balance Sheet



	As of December 31, 2015
	Willis Towers Watson		The Other Guarantors			The Issuer			Other		Consolidating adjustments			Consolidated
ASSETS
Cash and cash equivalents	$	3	$	2		$	—		$	527	$	—		$	532
Fiduciary assets	—		—			—			10,458		—			10,458
Accounts receivable, net	—		—			7			1,251		—			1,258
Prepaid and other current assets	1		49			18			194		(7		)	255
Amounts due from group undertakings	3,423		1,684			822			1,259		(7,188		)	—
Total current assets	3,427		1,735			847			13,689		(7,195		)	12,503
Investments in subsidiaries	—		3,208			832			—		(4,040		)	—
Fixed assets, net	—		23			35			505		—			563
Goodwill	—		—			—			3,737		—			3,737
Other intangible assets, net	—		—			—			1,115		—			1,115
Pension benefits assets	—		—			—			623		—			623
Other non-current assets	—		8			2			288		—			298
Non-current amounts due from group undertakings	—		518			785			—		(1,303		)	—
Total non-current assets	—		3,757			1,654			6,268		(5,343		)	6,336
TOTAL ASSETS	$	3,427	$	5,492		$	2,501		$	19,957	$	(12,538	)	$	18,839
LIABILITIES AND EQUITY
Fiduciary liabilities	$	—	$	—		$	—		$	10,458	$	—		$	10,458
Deferred revenue and accrued expenses	1		13			55			683		—			752
Short-term debt and current portion of long-term debt	300		609			—			79		—			988
Other current liabilities	15		38			23			534		(7		)	603
Amounts due to group undertakings	—		4,141			1,545			1,502		(7,188		)	—
Total current liabilities	316		4,801			1,623			13,256		(7,195		)	12,801
Long-term debt	495		1,203			580			—		—			2,278
Liability for pension benefits	—		—			—			279		—			279
Deferred tax liabilities	—		1			—			239		—			240
Provision for liabilities	—		—			—			295		—			295
Investments in subsidiaries	387		—			—			—		(387		)	—
Other non-current liabilities	—		21			15			497		—			533
Non-current amounts due to group undertakings	—		—			518			785		(1,303		)	—
Total non-current liabilities	882		1,225			1,113			2,095		(1,690		)	3,625
TOTAL LIABILITIES	1,198		6,026			2,736			15,351		(8,885		)	16,426
REDEEMABLE NONCONTROLLING INTEREST	—		—			—			53		—			53
EQUITY
Total Willis Towers Watson shareholders’ equity	2,229		(534		)	(235		)	4,422		(3,653		)	2,229
Noncontrolling interests	—		—			—			131		—			131
Total equity	2,229		(534		)	(235		)	4,553		(3,653		)	2,360
TOTAL LIABILITIES AND EQUITY	$	3,427	$	5,492		$	2,501		$	19,957	$	(12,538	)	$	18,839

Unaudited Condensed Consolidated Balance Sheet



	As of September 30, 2016
	Willis Towers Watson — the Parent Issuer		The Guarantors		Other		Consolidating adjustments			Consolidated
ASSETS
Cash and cash equivalents	$	—	$	—	$	767	$	—		$	767
Fiduciary assets	—		—		11,604		—			11,604
Accounts receivable, net	—		5		2,038		—			2,043
Prepaid and other current assets	2		89		283		(55		)	319
Amounts due from group undertakings	7,431		5,496		2,374		(15,301		)	—
Total current assets	7,433		5,590		17,066		(15,356		)	14,733
Investments in subsidiaries	3,900		9,596		—		(13,496		)	—
Fixed assets, net	—		64		747		—			811
Goodwill	—		—		10,483		—			10,483
Other intangible assets, net	—		64		4,589		(64		)	4,589
Pension benefits assets	—		—		857		—			857
Other non-current assets	—		56		273		(1		)	328
Non-current amounts due from group undertakings	—		1,223		—		(1,223		)	—
Total non-current assets	3,900		11,003		16,949		(14,784		)	17,068
TOTAL ASSETS	$	11,333	$	16,593	$	34,015	$	(30,140	)	$	31,801
LIABILITIES AND EQUITY
Fiduciary liabilities	$	—	$	—	$	11,604	$	—		$	11,604
Deferred revenue and accrued expenses	1		38		1,307		(64		)	1,282
Short-term debt and current portion of long-term debt	—		416		103		—			519
Other current liabilities	69		71		727		(55		)	812
Amounts due to group undertakings	—		9,566		5,735		(15,301		)	—
Total current liabilities	70		10,091		19,476		(15,420		)	14,217
Long-term debt	496		2,581		190		—			3,267
Liability for pension benefits	—		—		1,089		—			1,089
Deferred tax liabilities	—		—		1,138		(1		)	1,137
Provision for liabilities	—		120		473		—			593
Other non-current liabilities	—		59		480		5			544
Non-current amounts due to group undertakings	—		—		1,223		(1,223		)	—
Total non-current liabilities	496		2,760		4,593		(1,219		)	6,630
TOTAL LIABILITIES	566		12,851		24,069		(16,639		)	20,847
REDEEMABLE NONCONTROLLING INTEREST	—		—		53		—			53
EQUITY
Total Willis Towers Watson shareholders’ equity	10,767		3,742		9,759		(13,501		)	10,767
Noncontrolling interests	—		—		134		—			134
Total equity	10,767		3,742		9,893		(13,501		)	10,901
TOTAL LIABILITIES AND EQUITY	$	11,333	$	16,593	$	34,015	$	(30,140	)	$	31,801

Unaudited Condensed Consolidated Balance Sheet



	As of December 31, 2015
	Willis Towers Watson — the Parent Issuer		The Guarantors			Other		Consolidating adjustments			Consolidated
ASSETS
Cash and cash equivalents	$	3	$	2		$	527	$	—		$	532
Fiduciary assets	—		—			10,458		—			10,458
Accounts receivable, net	—		7			1,251		—			1,258
Prepaid and other current assets	1		67			194		(7		)	255
Amounts due from group undertakings	3,423		1,257			1,259		(5,939		)	—
Total current assets	3,427		1,333			13,689		(5,946		)	12,503
Investments in subsidiaries	—		4,275			—		(4,275		)	—
Fixed assets, net	—		58			505		—			563
Goodwill	—		—			3,737		—			3,737
Other intangible assets, net	—		—			1,115		—			1,115
Pension benefits assets	—		—			623		—			623
Other non-current assets	—		10			288		—			298
Non-current amounts due from group undertakings	—		785			—		(785		)	—
Total non-current assets	—		5,128			6,268		(5,060		)	6,336
TOTAL ASSETS	$	3,427	$	6,461		$	19,957	$	(11,006	)	$	18,839
LIABILITIES AND EQUITY
Fiduciary liabilities	$	—	$	—		$	10,458	$	—		$	10,458
Deferred revenue and accrued expenses	1		68			683		—			752
Short-term debt and current portion of long-term debt	300		609			79		—			988
Other current liabilities	15		61			534		(7		)	603
Amounts due to group undertakings	—		4,437			1,502		(5,939		)	—
Total current liabilities	316		5,175			13,256		(5,946		)	12,801
Investments in subsidiaries	387		—			—		(387		)	—
Long-term debt	495		1,783			—		—			2,278
Liability for pension benefits	—		—			279		—			279
Deferred tax liabilities	—		1			239		—			240
Provision for liabilities	—		—			295		—			295
Other non-current liabilities	—		36			497		—			533
Non-current amounts due to group undertakings	—		—			785		(785		)	—
Total non-current liabilities	882		1,820			2,095		(1,172		)	3,625
TOTAL LIABILITIES	1,198		6,995			15,351		(7,118		)	16,426
REDEEMABLE NONCONTROLLING INTEREST	—		—			53		—			53
EQUITY
Total Willis Towers Watson shareholders’ equity	2,229		(534		)	4,422		(3,888		)	2,229
Noncontrolling interests	—		—			131		—			131
Total equity	2,229		(534		)	4,553		(3,888		)	2,360
TOTAL LIABILITIES AND EQUITY	$	3,427	$	6,461		$	19,957	$	(11,006	)	$	18,839

Unaudited Condensed Consolidated Balance Sheet



	As of September 30, 2016
	Willis Towers Watson		The Other Guarantors		The Issuer		Other		Consolidating adjustments			Consolidated
ASSETS
Cash and cash equivalents	$	—	$	—	$	—	$	767	$	—		$	767
Fiduciary assets	—		—		—		11,604		—			11,604
Accounts receivable, net	—		5		—		2,038		—			2,043
Prepaid and other current assets	2		94		2		283		(62		)	319
Amounts due from group undertakings	7,431		4,549		1,750		2,374		(16,104		)	—
Total current assets	7,433		4,648		1,752		17,066		(16,166		)	14,733
Investments in subsidiaries	3,900		9,401		8,141		—		(21,442		)	—
Fixed assets, net	—		64		—		747		—			811
Goodwill	—		—		—		10,483		—			10,483
Other intangible assets, net	—		64		—		4,589		(64		)	4,589
Pension benefits assets	—		—		—		857		—			857
Other non-current assets	—		56		—		273		(1		)	328
Non-current amounts due from group undertakings	—		1,253		918		—		(2,171		)	—
Total non-current assets	3,900		10,838		9,059		16,949		(23,678		)	17,068
TOTAL ASSETS	$	11,333	$	15,486	$	10,811	$	34,015	$	(39,844	)	$	31,801
LIABILITIES AND EQUITY
Fiduciary liabilities	$	—	$	—	$	—	$	11,604	$	—		$	11,604
Deferred revenue and accrued expenses	1		36		2		1,307		(64		)	1,282
Short-term debt and current portion of long-term debt	—		394		22		103		—			519
Other current liabilities	69		62		16		727		(62		)	812
Amounts due to group undertakings	—		10,369		—		5,735		(16,104		)	—
Total current liabilities	70		10,861		40		19,476		(16,230		)	14,217
Long-term debt	496		186		2,395		190		—			3,267
Liability for pension benefits	—		—		—		1,089		—			1,089
Deferred tax liabilities	—		—		—		1,138		(1		)	1,137
Provision for liabilities	—		120		—		473		—			593
Other non-current liabilities	—		59		—		480		5			544
Non-current amounts due to group undertakings	—		518		430		1,223		(2,171		)	—
Total non-current liabilities	496		883		2,825		4,593		(2,167		)	6,630
TOTAL LIABILITIES	566		11,744		2,865		24,069		(18,397		)	20,847
REDEEMABLE NONCONTROLLING INTEREST	—		—		—		53		—			53
EQUITY
Total Willis Towers Watson shareholders’ equity	10,767		3,742		7,946		9,759		(21,447		)	10,767
Noncontrolling interests	—		—		—		134		—			134
Total equity	10,767		3,742		7,946		9,893		(21,447		)	10,901
TOTAL LIABILITIES AND EQUITY	$	11,333	$	15,486	$	10,811	$	34,015	$	(39,844	)	$	31,801

Unaudited Condensed Consolidated Balance Sheet



	As of December 31, 2015
	Willis Towers Watson		The Other Guarantors			The Issuer		Other		Consolidating adjustments			Consolidated
ASSETS
Cash and cash equivalents	$	3	$	2		$	—	$	527	$	—		$	532
Fiduciary assets	—		—			—		10,458		—			10,458
Accounts receivable, net	—		7			—		1,251		—			1,258
Prepaid and other current assets	1		72			—		194		(12		)	255
Amounts due from group undertakings	3,423		951			1,538		1,259		(7,171		)	—
Total current assets	3,427		1,032			1,538		13,689		(7,183		)	12,503
Investments in subsidiaries	—		4,069			3,092		—		(7,161		)	—
Fixed assets, net	—		58			—		505		—			563
Goodwill	—		—			—		3,737		—			3,737
Other intangible assets, net	—		—			—		1,115		—			1,115
Pension benefits assets	—		—			—		623		—			623
Other non-current assets	—		9			1		288		—			298
Non-current amounts due from group undertakings	—		785			518		—		(1,303		)	—
Total non-current assets	—		4,921			3,611		6,268		(8,464		)	6,336
TOTAL ASSETS	$	3,427	$	5,953		$	5,149	$	19,957	$	(15,647	)	$	18,839
LIABILITIES AND EQUITY
Fiduciary liabilities	$	—	$	—		$	—	$	10,458	$	—		$	10,458
Deferred revenue and accrued expenses	1		68			—		683		—			752
Short-term debt and current portion of long-term debt	300		—			609		79		—			988
Other current liabilities	15		50			16		534		(12		)	603
Amounts due to group undertakings	—		5,234			435		1,502		(7,171		)	—
Total current liabilities	316		5,352			1,060		13,256		(7,183		)	12,801
Investment in subsidiaries	387		—			—		—		(387		)	—
Long-term debt	495		580			1,203		—		—			2,278
Liability for pension benefits	—		—			—		279		—			279
Deferred tax liabilities	—		1			—		239		—			240
Provision for liabilities	—		—			—		295		—			295
Other non-current liabilities	—		36			—		497		—			533
Non-current amounts due to group undertakings	—		518			—		785		(1,303		)	—
Total non-current liabilities	882		1,135			1,203		2,095		(1,690		)	3,625
TOTAL LIABILITIES	1,198		6,487			2,263		15,351		(8,873		)	16,426
REDEEMABLE NONCONTROLLING INTEREST	—		—			—		53		—			53
EQUITY
Total Willis Towers Watson shareholders’ equity	2,229		(534		)	2,886		4,422		(6,774		)	2,229
Noncontrolling interests	—		—			—		131		—			131
Total equity	2,229		(534		)	2,886		4,553		(6,774		)	2,360
TOTAL LIABILITIES AND EQUITY	$	3,427	$	5,953		$	5,149	$	19,957	$	(15,647	)	$	18,839

Unaudited Condensed Consolidated Statement of Cash Flows



	Nine Months Ended September 30, 2016
	Willis Towers Watson			The Other Guarantors			The Issuer			Other			Consolidating adjustments			Consolidated
NET CASH FROM/(USED IN) OPERATING ACTIVITIES	$	6		$	(130	)	$	(175	)	$	976		$	(69	)	$	608
CASH FLOWS FROM/(USED IN) INVESTING ACTIVITIES
Additions to fixed assets and software for internal use	—			(76		)	(8		)	(131		)	64			(151		)
Capitalized software costs	—			—			—			(64		)	—			(64		)
Acquisitions of operations, net of cash acquired	—			—			—			476			—			476
Other, net	—			—			1			16			5			22
Proceeds from intercompany investing activities	47			47			—			18			(112		)	—
Repayments of intercompany investing activities	(4,015		)	(3,953		)	—			(805		)	8,773			—
Reduction in investment in subsidiaries	4,600			3,600			—			—			(8,200		)	—
Additional investment in subsidiaries	—			(4,600		)	—			(3,600		)	8,200			—
Net cash from/(used in) investing activities	$	632		$	(4,982	)	$	(7	)	$	(4,090	)	$	8,730		$	283
CASH FLOWS (USED IN)/FROM FINANCING ACTIVITIES
Net (repayments)/borrowings on revolving credit facility	—			(389		)	—			—			—			(389		)
Senior notes issued	—			1,606			—			—			—			1,606
Proceeds from issue of other debt	—			400			—			4			—			404
Debt issuance costs	—			(14		)	—			—			—			(14		)
Repayments of debt	(300		)	(1,032		)	—			(529		)	—			(1,861		)
Repurchase of shares	(222		)	—			—			—			—			(222		)
Proceeds from issuance of shares and excess tax benefit	44			—			—			—			—			44
Payments of deferred and contingent consideration related to acquisitions	—			—			—			(64		)	—			(64		)
Dividends paid	(133		)	—			—			—			—			(133		)
Acquisitions of and dividends paid to noncontrolling interests	—			—			—			(17		)	—			(17		)
Proceeds from intercompany financing activities	—			4,557			199			4,017			(8,773		)	—
Repayments of intercompany financing activities	(30		)	(18		)	(17		)	(47		)	112			—
Net cash (used in)/from financing activities	$	(641	)	$	5,110		$	182		$	3,364		$	(8,661	)	$	(646	)
(DECREASE)/INCREASE IN CASH AND CASH EQUIVALENTS	(3		)	(2		)	—			250			—			245
Effect of exchange rate changes on cash and cash equivalents	—			—			—			(10		)	—			(10		)
CASH AND CASH EQUIVALENTS, BEGINNING OF PERIOD	3			2			—			527			—			532
CASH AND CASH EQUIVALENTS, END OF PERIOD	$	—		$	—		$	—		$	767		$	—		$	767

Unaudited Condensed Consolidated Statement of Cash Flows



	Nine Months Ended September 30, 2015
	Willis Towers Watson			The Other Guarantors			The Issuer			Other			Consolidating adjustments			Consolidated
NET CASH (USED IN)/FROM OPERATING ACTIVITIES	$	(16	)	$	96		$	5		$	28		$	—		$	113
CASH FLOWS FROM/(USED IN) INVESTING ACTIVITIES
Additions to fixed assets and software for internal use	—			(5		)	(6		)	(89		)	—			(100		)
Acquisitions of operations, net of cash acquired	—			—			—			(293		)	—			(293		)
Net proceeds from sale of operations	—			—			—			45			—			45
Proceeds from intercompany investing activities	160			49			82			149			(440		)	—
Repayments of intercompany investing activities	—			(268		)	—			(269		)	537			—
Additional investment in subsidiaries	—			(274		)	—			—			274			—
Net cash from/(used in) investing activities	$	160		$	(498	)	$	76		$	(457	)	$	371		$	(348	)
CASH FLOWS (USED IN)/FROM FINANCING ACTIVITIES
Net (repayments)/borrowings on revolving credit facility	—			420			—			—			—			420
Debt issuance costs	—			—			—			(1		)	—			(1		)
Repayments of debt	—			(11		)	(148		)	—			—			(159		)
Repurchase of shares	(82		)	—			—			—			—			(82		)
Proceeds from issuance of shares and excess tax benefit	95			—			—			279			(274		)	100
Dividends paid	(165		)	—			—			—			—			(165		)
Acquisitions of and dividends paid to noncontrolling interests	—			—			—			(19		)	—			(19		)
Proceeds from intercompany financing activities	—			202			67			268			(537		)	—
Repayments of intercompany financing activities	—			(208		)	—			(232		)	440			—
Net cash (used in)/from financing activities	$	(152	)	$	403		$	(81	)	$	295		$	(371	)	$	94
DECREASE IN CASH AND CASH EQUIVALENTS	(8		)	1			—			(134		)	—			(141		)
Effect of exchange rate changes on cash and cash equivalents	—			—			—			(28		)	—			(28		)
CASH AND CASH EQUIVALENTS, BEGINNING OF PERIOD	9			2			—			624			—			635
CASH AND CASH EQUIVALENTS, END OF PERIOD	$	1		$	3		$	—		$	462		$	—		$	466

Unaudited Condensed Consolidated Statement of Cash Flows



	Nine Months Ended September 30, 2016
	Willis Towers Watson — the Parent Issuer			The Guarantors			Other			Consolidating adjustments			Consolidated
NET CASH FROM/(USED IN) OPERATING ACTIVITIES	$	6		$	(305	)	$	976		$	(69	)	$	608
CASH FLOWS FROM/(USED IN) INVESTING ACTIVITIES
Additions to fixed assets and software for internal use	—			(84		)	(131		)	64			(151		)
Capitalized software costs	—			—			(64		)	—			(64		)
Acquisitions of operations, net of cash acquired	—			—			476			—			476
Other, net	—			1			16			5			22
Proceeds from intercompany investing activities	47			30			18			(95		)	—
Repayments of intercompany investing activities	(4,015		)	(3,953		)	(805		)	8,773			—
Reduction in investment in subsidiaries	4,600			3,600			—			(8,200		)	—
Additional investment in subsidiaries	—			(4,600		)	(3,600		)	8,200			—
Net cash from/(used in) investing activities	$	632		$	(5,006	)	$	(4,090	)	$	8,747		$	283
CASH FLOWS (USED IN)/FROM FINANCING ACTIVITIES
Net (repayments)/borrowings on revolving credit facility	—			(389		)	—			—			(389		)
Senior notes issued	—			1,606			—			—			1,606
Proceeds from issue of other debt	—			400			4			—			404
Debt issuance costs	—			(14		)	—			—			(14		)
Repayments of debt	(300		)	(1,032		)	(529		)	—			(1,861		)
Repurchase of shares	(222		)	—			—			—			(222		)
Proceeds from issuance of shares and excess tax benefit	44			—			—			—			44
Payments of deferred and contingent consideration related to acquisitions	—			—			(64		)	—			(64		)
Dividends paid	(133		)	—			—			—			(133		)
Acquisitions of and dividends paid to noncontrolling interests	—			—			(17		)	—			(17		)
Proceeds from intercompany financing activities	—			4,756			4,017			(8,773		)	—
Repayments of intercompany financing activities	(30		)	(18		)	(47		)	95			—
Net cash (used in)/from financing activities	$	(641	)	$	5,309		$	3,364		$	(8,678	)	$	(646	)
(DECREASE)/INCREASE IN CASH AND CASH EQUIVALENTS	(3		)	(2		)	250			—			245
Effect of exchange rate changes on cash and cash equivalents	—			—			(10		)	—			(10		)
CASH AND CASH EQUIVALENTS, BEGINNING OF PERIOD	3			2			527			—			532
CASH AND CASH EQUIVALENTS, END OF PERIOD	$	—		$	—		$	767		$	—		$	767

Unaudited Condensed Consolidated Statement of Cash Flows



	Nine Months Ended September 30, 2015
	Willis Towers Watson — the Parent Issuer			The Guarantors			Other			Consolidating adjustments			Consolidated
NET CASH (USED IN)/FROM OPERATING ACTIVITIES	$	(16	)	$	101		$	28		$	—		$	113
CASH FLOWS FROM/(USED IN) INVESTING ACTIVITIES
Additions to fixed assets and software for internal use	—			(11		)	(89		)	—			(100		)
Acquisitions of operations, net of cash acquired	—			—			(293		)	—			(293		)
Net proceeds from sale of operations	—			—			45			—			45
Proceeds from intercompany investing activities	160			131			149			(440		)	—
Repayments of intercompany investing activities	—			(268		)	(269		)	537			—
Additional investment in subsidiaries	—			(274		)	—			274			—
Net cash from/(used in) investing activities	$	160		$	(422	)	$	(457	)	$	371		$	(348	)
CASH FLOWS (USED IN)/FROM FINANCING ACTIVITIES
Net (repayments)/borrowings on revolving credit facility	—			420			—			—			420
Debt issuance costs	—			—			(1		)	—			(1		)
Repayments of debt	—			(159		)	—			—			(159		)
Repurchase of shares	(82		)	—			—			—			(82		)
Proceeds from issuance of shares and excess tax benefit	95			—			279			(274		)	100
Dividends paid	(165		)	—			—			—			(165		)
Acquisitions of and dividends paid to noncontrolling interests	—			—			(19		)	—			(19		)
Proceeds from intercompany financing activities	—			269			268			(537		)	—
Repayments of intercompany financing activities	—			(208		)	(232		)	440			—
Net cash (used in)/from financing activities	$	(152	)	$	322		$	295		$	(371	)	$	94
DECREASE IN CASH AND CASH EQUIVALENTS	(8		)	1			(134		)	—			(141		)
Effect of exchange rate changes on cash and cash equivalents	—			—			(28		)	—			(28		)
CASH AND CASH EQUIVALENTS, BEGINNING OF PERIOD	9			2			624			—			635
CASH AND CASH EQUIVALENTS, END OF PERIOD	$	1		$	3		$	462		$	—		$	466

Unaudited Condensed Consolidated Statement of Cash Flows



	Nine Months Ended September 30, 2016
	Willis Towers Watson			The Other Guarantors			The Issuer			Other			Consolidating adjustments			Consolidated
NET CASH FROM/(USED IN) OPERATING ACTIVITIES	$	6		$	(314	)	$	9		$	976		$	(69	)	$	608
CASH FLOWS FROM/(USED IN) INVESTING ACTIVITIES
Additions to fixed assets and software for internal use	—			(84		)	—			(131		)	64			(151		)
Capitalized software costs	—			—			—			(64		)	—			(64		)
Acquisitions of operations, net of cash acquired	—			—			—			476			—			476
Other, net	—			1			—			16			5			22
Proceeds from intercompany investing activities	47			42			17			18			(124		)	—
Repayments of intercompany investing activities	(4,015		)	(3,386		)	(567		)	(805		)	8,773			—
Reduction in investment in subsidiaries	4,600			3,600			—			—			(8,200		)	—
Additional investment in subsidiaries	—			(4,600		)	—			(3,600		)	8,200			—
Net cash from/(used in) investing activities	$	632		$	(4,427	)	$	(550	)	$	(4,090	)	$	8,718		$	283
CASH FLOWS (USED IN)/FROM FINANCING ACTIVITIES
Net (repayments)/borrowings on revolving credit facility	—			—			(389		)	—			—			(389		)
Senior notes issued	—			—			1,606			—			—			1,606
Proceeds from issue of other debt	—			—			400			4			—			404
Debt issuance costs	—			—			(14		)	—			—			(14		)
Repayments of debt	(300		)	—			(1,032		)	(529		)	—			(1,861		)
Repurchase of shares	(222		)	—			—			—			—			(222		)
Proceeds from issuance of shares and excess tax benefit	44			—			—			—			—			44
Payments of deferred and contingent consideration related to acquisitions	—			—			—			(64		)	—			(64		)
Dividends paid	(133		)	—			—			—			—			(133		)
Acquisitions of and dividends paid to noncontrolling interests	—			—			—			(17		)	—			(17		)
Proceeds from intercompany financing activities	—			4,756			—			4,017			(8,773		)	—
Repayments of intercompany financing activities	(30		)	(17		)	(30		)	(47		)	124			—
Net cash (used in)/from financing activities	$	(641	)	$	4,739		$	541		$	3,364		$	(8,649	)	$	(646	)
(DECREASE)/INCREASE IN CASH AND CASH EQUIVALENTS	(3		)	(2		)	—			250			—			245
Effect of exchange rate changes on cash and cash equivalents	—			—			—			(10		)	—			(10		)
CASH AND CASH EQUIVALENTS, BEGINNING OF PERIOD	3			2			—			527			—			532
CASH AND CASH EQUIVALENTS, END OF PERIOD	$	—		$	—		$	—		$	767		$	—		$	767

Unaudited Condensed Consolidated Statement of Cash Flows



	Nine Months Ended September 30, 2015
	Willis Towers Watson			The Other Guarantors			The Issuer			Other			Consolidating adjustments			Consolidated
NET CASH (USED IN)/FROM OPERATING ACTIVITIES	$	(16	)	$	93		$	8		$	28		$	—		$	113
CASH FLOWS FROM/(USED IN) INVESTING ACTIVITIES
Additions to fixed assets and software for internal use	—			(11		)	—			(89		)	—			(100		)
Acquisitions of operations, net of cash acquired	—			—			—			(293		)	—			(293		)
Net proceeds from sale of operations	—			—			—			45			—			45
Other, net	—			—			—			—			—			—
Proceeds from intercompany investing activities	160			131			—			149			(440		)	—
Repayments of intercompany investing activities	—			—			(268		)	(269		)	537			—
Additional investment in subsidiaries	—			(274		)	—			—			274			—
Net cash from/(used in) investing activities	$	160		$	(154	)	$	(268	)	$	(457	)	$	371		$	(348	)
CASH FLOWS (USED IN)/FROM FINANCING ACTIVITIES
Net (repayments)/borrowings on revolving credit facility	—			—			420			—			—			420
Debt issuance costs	—			—			—			(1		)	—			(1		)
Repayments of debt	—			(148		)	(11		)	—			—			(159		)
Repurchase of shares	(82		)	—			—			—			—			(82		)
Proceeds from issuance of shares and excess tax benefit	95			—			—			279			(274		)	100
Dividends paid	(165		)	—			—			—			—			(165		)
Acquisitions of and dividends paid to noncontrolling interests	—			—			—			(19		)	—			(19		)
Proceeds from intercompany financing activities	—			269			—			268			(537		)	—
Repayments of intercompany financing activities	—			(59		)	(149		)	(232		)	440			—
Net cash (used in)/from financing activities	$	(152	)	$	62		$	260		$	295		$	(371	)	$	94
DECREASE IN CASH AND CASH EQUIVALENTS	(8		)	1			—			(134		)	—			(141		)
Effect of exchange rate changes on cash and cash equivalents	—			—			—			(28		)	—			(28		)
CASH AND CASH EQUIVALENTS, BEGINNING OF PERIOD	9			2			—			624			—			635
CASH AND CASH EQUIVALENTS, END OF PERIOD	$	1		$	3		$	—		$	462		$	—		$	466

Financial Information for Parent Issuer, Guarantor Subsidiaries and Non-Guarantor Subsidiaries (Tables)

9 Months Ended

Sep. 30, 2016

Condensed Financial Information of Parent Company Only Disclosure [Abstract]

Unaudited Condensed Consolidated Statement of Operations



	Three Months Ended September 30, 2016
	Willis Towers Watson			The Other Guarantors			The Issuer			Other			Consolidating adjustments			Consolidated
Revenues
Commissions and fees	$	—		$	—		$	5		$	1,756		$	—		$	1,761
Interest and other income	—			—			—			16			—			16
Total revenues	—			—			5			1,772			—			1,777
Costs of providing services
Salaries and benefits	—			—			14			1,105			—			1,119
Other operating expenses	1			27			10			332			—			370
Depreciation	—			1			4			40			—			45
Amortization	—			—			—			157			—			157
Restructuring costs	—			7			7			35			—			49
Integration expenses	—			1			5			30			—			36
Total costs of providing services	1			36			40			1,699			—			1,776
(Loss)/income from operations	(1		)	(36		)	(35		)	73			—			1
Income from Group undertakings	—			(126		)	(61		)	(34		)	221			—
Expenses due to Group undertakings	—			13			48			160			(221		)	—
Interest expense	8			22			10			5			—			45
Other expense/(income), net	—			—			—			14			—			14
(LOSS)/INCOME FROM CONTINUING OPERATIONS BEFORE INCOME TAXES AND INTEREST IN EARNINGS OF ASSOCIATES	(9		)	55			(32		)	(72		)	—			(58		)
(Benefit from)/provision for income taxes	—			(9		)	(10		)	(7		)	—			(26		)
(LOSS)/INCOME FROM CONTINUING OPERATIONS BEFORE INTEREST IN EARNINGS OF ASSOCIATES	(9		)	64			(22		)	(65		)	—			(32		)
Interest in earnings of associates, net of tax	—			—			—			1			—			1
Equity account for subsidiaries	(23		)	(82		)	(29		)	—			134			—
NET (LOSS)/INCOME	(32		)	(18		)	(51		)	(64		)	134			(31		)
(Income)/loss attributable to non-controlling interests	—			—			—			(1		)	—			(1		)
NET (LOSS)/INCOME ATTRIBUTABLE TO WILLIS TOWERS WATSON	$	(32	)	$	(18	)	$	(51	)	$	(65	)	$	134		$	(32	)

Unaudited Condensed Consolidated Statement of Operations



	Nine Months Ended September 30, 2015
	Willis Towers Watson			The Other Guarantors			The Issuer			Other			Consolidating adjustments			Consolidated
Revenues
Commissions and fees	$	—		$	—		$	10		$	2,829		$	—		$	2,839
Interest and other income	—			1			—			15			—			16
Total revenues	—			1			10			2,844			—			2,855
Costs of providing services
Salaries and benefits	1			1			60			1,636			—			1,698
Other operating expenses	11			79			24			402			—			516
Depreciation	—			4			12			54			—			70
Amortization	—			—			—			53			—			53
Restructuring costs	—			17			13			63			—			93
Total costs of providing services	12			101			109			2,208			—			2,430
(Loss)/income from operations	(12		)	(100		)	(99		)	636			—			425
Income from Group undertakings	—			(168		)	(178		)	(82		)	428			—
Expenses due to Group undertakings	—			23			142			263			(428		)	—
Interest expense	32			28			31			12			—			103
Other expense/(income), net	8			(2		)	—			(32		)	—			(26		)
(LOSS)/INCOME FROM CONTINUING OPERATIONS BEFORE INCOME TAXES AND INTEREST IN EARNINGS OF ASSOCIATES	(52		)	19			(94		)	475			—			348
(Benefit from)/provision for income taxes	—			(21		)	(30		)	14			—			(37		)
(LOSS)/INCOME FROM CONTINUING OPERATIONS BEFORE INTEREST IN EARNINGS OF ASSOCIATES	(52		)	40			(64		)	461			—			385
Interest in earnings/(loss) of associates, net of tax	—			7			—			10			—			17
Equity account for subsidiaries	449			398			202			—			(1,049		)	—
NET INCOME/(LOSS)	397			445			138			471			(1,049		)	402
(Income)/loss attributable to non-controlling interests	—			—			—			(5		)	—			(5		)
NET INCOME/(LOSS) ATTRIBUTABLE TO WILLIS TOWERS WATSON	$	397		$	445		$	138		$	466		$	(1,049	)	$	397

Unaudited Condensed Consolidated Statement of Operations



	Nine Months Ended September 30, 2016
	Willis Towers Watson			The Other Guarantors			The Issuer			Other			Consolidating adjustments			Consolidated
Revenues
Commissions and fees	$	—		$	—		$	16		$	5,858		$	—		$	5,874
Interest and other income	—			1			—			85			—			86
Total revenues	—			1			16			5,943			—			5,960
Costs of providing services
Salaries and benefits	1			1			38			3,479			—			3,519
Other operating expenses	4			84			82			1,001			—			1,171
Depreciation	—			3			11			118			—			132
Amortization	—			—			—			443			—			443
Restructuring costs	—			18			23			74			—			115
Integration expenses	—			13			15			89			—			117
Total costs of providing services	5			119			169			5,204			—			5,497
(Loss)/income from operations	(5		)	(118		)	(153		)	739			—			463
Income from Group undertakings	—			(367		)	(177		)	(104		)	648			—
Expenses due to Group undertakings	—			53			134			461			(648		)	—
Interest expense	25			65			29			19			—			138
Other expense/(income), net	1			(2		)	—			27			—			26
(LOSS)/INCOME FROM CONTINUING OPERATIONS BEFORE INCOME TAXES AND INTEREST IN EARNINGS OF ASSOCIATES	(31		)	133			(139		)	336			—			299
(Benefit from)/provision for income taxes	—			(32		)	(41		)	84			—			11
(LOSS)/INCOME FROM CONTINUING OPERATIONS BEFORE INTEREST IN EARNINGS OF ASSOCIATES	(31		)	165			(98		)	252			—			288
Interest in earnings/(loss) of associates, net of tax	—			—			—			2			—			2
Equity account for subsidiaries	309			124			92			—			(525		)	—
NET INCOME/(LOSS)	278			289			(6		)	254			(525		)	290
(Income)/loss attributable to non-controlling interests	—			—			—			(12		)	—			(12		)
NET INCOME/(LOSS) ATTRIBUTABLE TO WILLIS TOWERS WATSON	$	278		$	289		$	(6	)	$	242		$	(525	)	$	278

Unaudited Condensed Consolidated Statement of Operations



	Three Months Ended September 30, 2015
	Willis Towers Watson			The Other Guarantors			The Issuer			Other			Consolidating adjustments			Consolidated
Revenues
Commissions and fees	$	—		$	—		$	6		$	835		$	—		$	841
Interest and other income	—			1			—			4			—			5
Total revenues	—			1			6			839			—			846
Costs of providing services
Salaries and benefits	—			1			18			551			—			570
Other operating expenses	2			24			13			138			—			177
Depreciation	—			1			4			20			—			25
Amortization	—			—			—			23			—			23
Restructuring costs	—			3			—			21			—			24
Total costs of providing services	2			29			35			753			—			819
(Loss)/income from operations	(2		)	(28		)	(29		)	86			—			27
Income from Group undertakings	—			(58		)	(66		)	(33		)	157			—
Expenses due to Group undertakings	—			8			53			96			(157		)	—
Interest expense	11			10			9			5			—			35
Other expense/(income), net	—			(2		)	—			(8		)	1			(9		)
(LOSS)/INCOME FROM CONTINUING OPERATIONS BEFORE INCOME TAXES AND INTEREST IN EARNINGS OF ASSOCIATES	(13		)	14			(25		)	26			(1		)	1
(Benefit from)/provision for income taxes	—			(4		)	(8		)	(100		)	—			(112		)
(LOSS)/INCOME FROM CONTINUING OPERATIONS BEFORE INTEREST IN EARNINGS OF ASSOCIATES	(13		)	18			(17		)	126			(1		)	113
Interest in earnings/(loss) of associates, net of tax	—			3			—			—			—			3
Equity account for subsidiaries	130			112			106			—			(348		)	—
NET INCOME/(LOSS)	117			133			89			126			(349		)	116
(Income)/loss attributable to non-controlling interests	—			—			—			1			—			1
NET INCOME/(LOSS) ATTRIBUTABLE TO WILLIS TOWERS WATSON	$	117		$	133		$	89		$	127		$	(349	)	$	117

Unaudited Condensed Consolidated Statement of Operations



	Three Months Ended September 30, 2015
	Willis Towers Watson — the Parent Issuer			The Guarantors			Other			Consolidating adjustments			Consolidated
Revenues
Commissions and fees	$	—		$	6		$	835		$	—		$	841
Interest and other income	—			1			4			—			5
Total revenues	—			7			839			—			846
Costs of providing services
Salaries and benefits	—			19			551			—			570
Other operating expenses	2			37			138			—			177
Depreciation	—			5			20			—			25
Amortization	—			—			23			—			23
Restructuring costs	—			3			21			—			24
Total costs of providing services	2			64			753			—			819
(Loss)/income from operations	(2		)	(57		)	86			—			27
Income from Group undertakings	—			(97		)	(33		)	130			—
Expenses due to Group undertakings	—			34			96			(130		)	—
Interest expense	11			19			5			—			35
Other expense/(income), net	—			(2		)	(8		)	1			(9		)
(LOSS)/INCOME FROM CONTINUING OPERATIONS BEFORE INCOME TAXES AND INTEREST IN EARNINGS OF ASSOCIATES	(13		)	(11		)	26			(1		)	1
(Benefit from)/provision for income taxes	—			(12		)	(100		)	—			(112		)
(LOSS)/INCOME FROM CONTINUING OPERATIONS BEFORE INTEREST IN EARNINGS OF ASSOCIATES	(13		)	1			126			(1		)	113
Interest in earnings/(loss) of associates, net of tax	—			3			—			—			3
Equity account for subsidiaries	130			129			—			(259		)	—
NET INCOME/(LOSS)	117			133			126			(260		)	116
(Income)/loss attributable to non-controlling interests	—			—			1			—			1
NET INCOME/(LOSS) ATTRIBUTABLE TO WILLIS TOWERS WATSON	$	117		$	133		$	127		$	(260	)	$	117

Unaudited Condensed Consolidated Statement of Operations



	Three Months Ended September 30, 2016
	Willis Towers Watson — the Parent Issuer			The Guarantors			Other			Consolidating adjustments			Consolidated
Revenues
Commissions and fees	$	—		$	5		$	1,756		$	—		$	1,761
Interest and other income	—			—			16			—			16
Total revenues	—			5			1,772			—			1,777
Costs of providing services
Salaries and benefits	—			14			1,105			—			1,119
Other operating expenses	1			37			332			—			370
Depreciation	—			5			40			—			45
Amortization	—			—			157			—			157
Restructuring costs	—			14			35			—			49
Integration expenses	—			6			30			—			36
Total costs of providing services	1			76			1,699			—			1,776
(Loss)/income from operations	(1		)	(71		)	73			—			1
Income from Group undertakings	—			(159		)	(34		)	193			—
Expenses due to Group undertakings	—			33			160			(193		)	—
Interest expense	8			32			5			—			45
Other expense/(income), net	—			—			14			—			14
(LOSS)/INCOME FROM CONTINUING OPERATIONS BEFORE INCOME TAXES AND INTEREST IN EARNINGS OF ASSOCIATES	(9		)	23			(72		)	—			(58		)
(Benefit from)/provision for income taxes	—			(19		)	(7		)	—			(26		)
(LOSS)/INCOME FROM CONTINUING OPERATIONS BEFORE INTEREST IN EARNINGS OF ASSOCIATES	(9		)	42			(65		)	—			(32		)
Interest in earnings of associates, net of tax	—			—			1			—			1
Equity account for subsidiaries	(23		)	(60		)	—			83			—
NET (LOSS)/INCOME	(32		)	(18		)	(64		)	83			(31		)
(Income)/loss attributable to non-controlling interests	—			—			(1		)	—			(1		)
NET (LOSS)/INCOME ATTRIBUTABLE TO WILLIS TOWERS WATSON	$	(32	)	$	(18	)	$	(65	)	$	83		$	(32	)

Unaudited Condensed Consolidated Statement of Operations



	Nine Months Ended September 30, 2016
	Willis Towers Watson — the Parent Issuer			The Guarantors			Other			Consolidating adjustments			Consolidated
Revenues
Commissions and fees	$	—		$	16		$	5,858		$	—		$	5,874
Interest and other income	—			1			85			—			86
Total revenues	—			17			5,943			—			5,960
Costs of providing services
Salaries and benefits	1			39			3,479			—			3,519
Other operating expenses	4			166			1,001			—			1,171
Depreciation	—			14			118			—			132
Amortization	—			—			443			—			443
Restructuring costs	—			41			74			—			115
Integration expenses	—			28			89			—			117
Total costs of providing services	5			288			5,204			—			5,497
(Loss)/income from operations	(5		)	(271		)	739			—			463
Income from Group undertakings	—			(461		)	(104		)	565			—
Expenses due to Group undertakings	—			104			461			(565		)	—
Interest expense	25			94			19			—			138
Other expense/(income), net	1			(2		)	27			—			26
(LOSS)/INCOME FROM CONTINUING OPERATIONS BEFORE INCOME TAXES AND INTEREST IN EARNINGS OF ASSOCIATES	(31		)	(6		)	336			—			299
(Benefit from)/provision for income taxes	—			(73		)	84			—			11
(LOSS)/INCOME FROM CONTINUING OPERATIONS BEFORE INTEREST IN EARNINGS OF ASSOCIATES	(31		)	67			252			—			288
Interest in earnings/(loss) of associates, net of tax	—			—			2			—			2
Equity account for subsidiaries	309			222			—			(531		)	—
NET INCOME/(LOSS)	278			289			254			(531		)	290
(Income)/loss attributable to non-controlling interests	—			—			(12		)	—			(12		)
NET INCOME/(LOSS) ATTRIBUTABLE TO WILLIS TOWERS WATSON	$	278		$	289		$	242		$	(531	)	$	278

Unaudited Condensed Consolidated Statement of Operations



	Nine Months Ended September 30, 2015
	Willis Towers Watson — the Parent Issuer			The Guarantors			Other			Consolidating adjustments			Consolidated
Revenues
Commissions and fees	$	—		$	10		$	2,829		$	—		$	2,839
Interest and other income	—			1			15			—			16
Total revenues	—			11			2,844			—			2,855
Costs of providing services
Salaries and benefits	1			61			1,636			—			1,698
Other operating expenses	11			103			402			—			516
Depreciation	—			16			54			—			70
Amortization	—			—			53			—			53
Restructuring costs	—			30			63			—			93
Total costs of providing services	12			210			2,208			—			2,430
(Loss)/income from operations	(12		)	(199		)	636			—			425
Income from Group undertakings	—			(264		)	(82		)	346			—
Expenses due to Group undertakings	—			83			263			(346		)	—
Interest expense	32			59			12			—			103
Other expense/(income), net	8			(2		)	(32		)	—			(26		)
(LOSS)/INCOME FROM CONTINUING OPERATIONS BEFORE INCOME TAXES AND INTEREST IN EARNINGS OF ASSOCIATES	(52		)	(75		)	475			—			348
(Benefit from)/provision for income taxes	—			(51		)	14			—			(37		)
(LOSS)/INCOME FROM CONTINUING OPERATIONS BEFORE INTEREST IN EARNINGS OF ASSOCIATES	(52		)	(24		)	461			—			385
Interest in earnings/(loss) of associates, net of tax	—			7			10			—			17
Equity account for subsidiaries	449			462			—			(911		)	—
NET INCOME/(LOSS)	397			445			471			(911		)	402
(Income)/loss attributable to non-controlling interests	—			—			(5		)	—			(5		)
NET INCOME/(LOSS) ATTRIBUTABLE TO WILLIS TOWERS WATSON	$	397		$	445		$	466		$	(911	)	$	397

Unaudited Condensed Consolidated Statement of Operations



	Nine Months Ended September 30, 2016
	Willis Towers Watson			The Other Guarantors			The Issuer			Other			Consolidating adjustments			Consolidated
Revenues
Commissions and fees	$	—		$	16		$	—		$	5,858		$	—		$	5,874
Interest and other income	—			1			—			85			—			86
Total revenues	—			17			—			5,943			—			5,960
Costs of providing services
Salaries and benefits	1			39			—			3,479			—			3,519
Other operating expenses	4			166			—			1,001			—			1,171
Depreciation	—			14			—			118			—			132
Amortization	—			—			—			443			—			443
Restructuring costs	—			41			—			74			—			115
Integration expenses	—			28			—			89			—			117
Total costs of providing services	5			288			—			5,204			—			5,497
(Loss)/income from operations	(5		)	(271		)	—			739			—			463
Income from Group undertakings	—			(451		)	(98		)	(104		)	653			—
Expenses due to Group undertakings	—			173			19			461			(653		)	—
Interest expense	25			28			66			19			—			138
Other expense/(income), net	1			(2		)	—			27			—			26
(LOSS)/INCOME FROM CONTINUING OPERATIONS BEFORE INCOME TAXES AND INTEREST IN EARNINGS OF ASSOCIATES	(31		)	(19		)	13			336			—			299
(Benefit from)/provision for income taxes	—			(74		)	1			84			—			11
(LOSS)/INCOME FROM CONTINUING OPERATIONS BEFORE INTEREST IN EARNINGS OF ASSOCIATES	(31		)	55			12			252			—			288
Interest in earnings/(loss) of associates, net of tax	—			—			—			2			—			2
Equity account for subsidiaries	309			234			57			—			(600		)	—
NET INCOME/(LOSS)	278			289			69			254			(600		)	290
(Income) attributable to non-controlling interests	—			—			—			(12		)	—			(12		)
NET INCOME/(LOSS) ATTRIBUTABLE TO WILLIS TOWERS WATSON	$	278		$	289		$	69		$	242		$	(600	)	$	278

Unaudited Condensed Consolidated Statement of Operations



	Three Months Ended September 30, 2015
	Willis Towers Watson			The Other Guarantors			The Issuer			Other			Consolidating adjustments			Consolidated
Revenues
Commissions and fees	$	—		$	6		$	—		$	835		$	—		$	841
Interest and other income	—			1			—			4			—			5
Total revenues	—			7			—			839			—			846
Costs of providing services
Salaries and benefits	—			19			—			551			—			570
Other operating expenses	2			37			—			138			—			177
Depreciation	—			5			—			20			—			25
Amortization	—			—			—			23			—			23
Restructuring costs	—			3			—			21			—			24
Integration expenses	—			—			—			—			—			—
Total costs of providing services	2			64			—			753			—			819
(Loss)/income from operations	(2		)	(57		)	—			86			—			27
Income from Group undertakings	—			(96		)	(24		)	(33		)	153			—
Expenses due to Group undertakings	—			58			(1		)	96			(153		)	—
Interest expense	11			9			10			5			—			35
Other expense/(income), net	—			(2		)	—			(8		)	1			(9		)
(LOSS)/INCOME FROM CONTINUING OPERATIONS BEFORE INCOME TAXES AND INTEREST IN EARNINGS OF ASSOCIATES	(13		)	(26		)	15			26			(1		)	1
(Benefit from)/provision for income taxes	—			(14		)	2			(100		)	—			(112		)
(LOSS)/INCOME FROM CONTINUING OPERATIONS BEFORE INTEREST IN EARNINGS OF ASSOCIATES	(13		)	(12		)	13			126			(1		)	113
Interest in earnings/(loss) of associates, net of tax	—			3			—			—			—			3
Equity account for subsidiaries	130			142			114			—			(386		)	—
NET INCOME/(LOSS)	117			133			127			126			(387		)	116
Loss attributable to non-controlling interests	—			—			—			1			—			1
NET INCOME/(LOSS) ATTRIBUTABLE TO WILLIS TOWERS WATSON	$	117		$	133		$	127		$	127		$	(387	)	$	117

Unaudited Condensed Consolidated Statement of Operations



	Nine Months Ended September 30, 2015
	Willis Towers Watson			The Other Guarantors			The Issuer			Other			Consolidating adjustments			Consolidated
Revenues
Commissions and fees	$	—		$	10		$	—		$	2,829		$	—		$	2,839
Interest and other income	—			1			—			15			—			16
Total revenues	—			11			—			2,844			—			2,855
Costs of providing services
Salaries and benefits	1			61			—			1,636			—			1,698
Other operating expenses	11			103			—			402			—			516
Depreciation	—			16			—			54			—			70
Amortization	—			—			—			53			—			53
Restructuring costs	—			30			—			63			—			93
Integration expenses	—			—			—			—			—			—
Total costs of providing services	12			210			—			2,208			—			2,430
(Loss)/income from operations	(12		)	(199		)	—			636			—			425
Income from Group undertakings	—			(276		)	(69		)	(82		)	427			—
Expenses due to Group undertakings	—			151			13			263			(427		)	—
Interest expense	32			30			29			12			—			103
Other expense/(income), net	8			(2		)	—			(32		)	—			(26		)
(LOSS) INCOME FROM CONTINUING OPERATIONS BEFORE INCOME TAXES AND INTEREST IN EARNINGS OF ASSOCIATES	(52		)	(102		)	27			475			—			348
(Benefit from)/provision for income taxes	—			(56		)	5			14			—			(37		)
(LOSS)/INCOME FROM CONTINUING OPERATIONS BEFORE INTEREST IN EARNINGS OF ASSOCIATES	(52		)	(46		)	22			461			—			385
Interest in earnings/(loss) of associates, net of tax	—			7			—			10			—			17
Equity account for subsidiaries	449			484			375			—			(1,308		)	—
NET INCOME/(LOSS)	397			445			397			471			(1,308		)	402
(Income) attributable to non-controlling interests	—			—			—			(5		)	—			(5		)
NET INCOME/(LOSS) ATTRIBUTABLE TO WILLIS TOWERS WATSON	$	397		$	445		$	397		$	466		$	(1,308	)	$	397

Unaudited Condensed Consolidated Statement of Operations



	Three Months Ended September 30, 2016
	Willis Towers Watson			The Other Guarantors			The Issuer			Other			Consolidating adjustments			Consolidated
Revenues
Commissions and fees	$	—		$	5		$	—		$	1,756		$	—		$	1,761
Interest and other income	—			—			—			16			—			16
Total revenues	—			5			—			1,772			—			1,777
Costs of providing services
Salaries and benefits	—			14			—			1,105			—			1,119
Other operating expenses	1			37			—			332			—			370
Depreciation	—			5			—			40			—			45
Amortization	—			—			—			157			—			157
Restructuring costs	—			14			—			35			—			49
Integration expenses	—			6			—			30			—			36
Total costs of providing services	1			76			—			1,699			—			1,776
(Loss)/income from operations	(1		)	(71		)	—			73			—			1
Income from Group undertakings	—			(155		)	(34		)	(34		)	223			—
Expenses due to Group undertakings	—			57			6			160			(223		)	—
Interest expense	8			10			22			5			—			45
Other expense/(income), net	—			—			—			14			—			14
(LOSS)/INCOME FROM CONTINUING OPERATIONS BEFORE INCOME TAXES AND INTEREST IN EARNINGS OF ASSOCIATES	(9		)	17			6			(72		)	—			(58		)
(Benefit from)/provision for income taxes	—			(19		)	—			(7		)	—			(26		)
(LOSS)/INCOME FROM CONTINUING OPERATIONS BEFORE INTEREST IN EARNINGS OF ASSOCIATES	(9		)	36			6			(65		)	—			(32		)
Interest in earnings of associates, net of tax	—			—			—			1			—			1
Equity account for subsidiaries	(23		)	(54		)	(55		)	—			132			—
NET (LOSS)/INCOME	(32		)	(18		)	(49		)	(64		)	132			(31		)
(Income)/loss attributable to non-controlling interests	—			—			—			(1		)	—			(1		)
NET (LOSS)/INCOME ATTRIBUTABLE TO WILLIS TOWERS WATSON	$	(32	)	$	(18	)	$	(49	)	$	(65	)	$	132		$	(32	)

Unaudited Condensed Consolidated Statement of Comprehensive Income



	Three Months Ended September 30, 2016
	Willis Towers Watson			The Other Guarantors			The Issuer			Other			Consolidating adjustments		Consolidated
Comprehensive (loss)/income before non-controlling interests	$	(72	)	$	(58	)	$	(77	)	$	(91	)	$	225	$	(73	)
Less: Comprehensive loss/(income) attributable to non-controlling interest	—			—			—			1			—		1
Comprehensive (loss)/income attributable to Willis Towers Watson	$	(72	)	$	(58	)	$	(77	)	$	(90	)	$	225	$	(72	)

Unaudited Condensed Consolidated Statement of Comprehensive Income



	Nine Months Ended September 30, 2016
	Willis Towers Watson		The Other Guarantors		The Issuer			Other			Consolidating adjustments			Consolidated
Comprehensive (loss)/income before non-controlling interests	$	94	$	104	$	(107	)	$	88		$	(83	)	$	96
Less: Comprehensive (income)/loss attributable to non-controlling interest	—		—		—			(2		)	—			(2		)
Comprehensive (loss)/income attributable to Willis Towers Watson	$	94	$	104	$	(107	)	$	86		$	(83	)	$	94

Unaudited Condensed Consolidated Statement of Comprehensive Income



	Three Months Ended September 30, 2015
	Willis Towers Watson		The Other Guarantors		The Issuer		Other		Consolidating adjustments			Consolidated
Comprehensive income/(loss) before non-controlling interests	$	35	$	51	$	92	$	54	$	(202	)	$	30
Less: Comprehensive (income)/loss attributable to non-controlling interest	—		—		—		5		—			5
Comprehensive income/(loss) attributable to Willis Towers Watson	$	35	$	51	$	92	$	59	$	(202	)	$	35

Unaudited Condensed Consolidated Statement of Comprehensive Income



	Nine Months Ended September 30, 2015
	Willis Towers Watson		The Other Guarantors		The Issuer		Other		Consolidating adjustments			Consolidated
Comprehensive income/(loss) before non-controlling interests	$	509	$	559	$	147	$	600	$	(1,308	)	$	507
Less: Comprehensive (income)/loss attributable to non-controlling interest	—		—		—		2		—			2
Comprehensive income/(loss) attributable to Willis Towers Watson	$	509	$	559	$	147	$	602	$	(1,308	)	$	509

Unaudited Condensed Consolidated Statement of Comprehensive Income



	Nine Months Ended September 30, 2015
	Willis Towers Watson — the Parent Issuer		The Guarantors		Other		Consolidating adjustments			Consolidated
Comprehensive income/(loss) before non-controlling interests	$	509	$	559	$	600	$	(1,161	)	$	507
Less: Comprehensive loss attributable to non-controlling interest	—		—		2		—			2
Comprehensive income/(loss) attributable to Willis Towers Watson	$	509	$	559	$	602	$	(1,161	)	$	509

Unaudited Condensed Consolidated Statement of Comprehensive Income



	Three Months Ended September 30, 2016
	Willis Towers Watson — the Parent Issuer			The Guarantors			Other			Consolidating adjustments		Consolidated
Comprehensive (loss)/income before non-controlling interests	$	(72	)	$	(58	)	$	(91	)	$	148	$	(73	)
Less: Comprehensive loss/(income) attributable to non-controlling interest	—			—			1			—		1
Comprehensive (loss)/income attributable to Willis Towers Watson	$	(72	)	$	(58	)	$	(90	)	$	148	$	(72	)

Unaudited Condensed Consolidated Statement of Comprehensive Income



	Three Months Ended September 30, 2015
	Willis Towers Watson — the Parent Issuer		The Guarantors		Other		Consolidating adjustments			Consolidated
Comprehensive income/(loss) before non-controlling interests	$	35	$	51	$	54	$	(110	)	$	30
Less: Comprehensive (income)/loss attributable to non-controlling interest	—		—		5		—			5
Comprehensive income/(loss) attributable to Willis Towers Watson	$	35	$	51	$	59	$	(110	)	$	35

Unaudited Condensed Consolidated Statement of Comprehensive Income



	Nine Months Ended September 30, 2016
	Willis Towers Watson — the Parent Issuer		The Guarantors		Other			Consolidating adjustments			Consolidated
Comprehensive income/(loss) before non-controlling interests	$	94	$	104	$	88		$	(190	)	$	96
Less: Comprehensive (income)/loss attributable to non-controlling interest	—		—		(2		)	—			(2		)
Comprehensive income/(loss) attributable to Willis Towers Watson	$	94	$	104	$	86		$	(190	)	$	94

Unaudited Condensed Consolidated Statement of Comprehensive Income



	Nine Months Ended September 30, 2016
	Willis Towers Watson		The Other Guarantors		The Issuer			Other			Consolidating adjustments			Consolidated
Comprehensive income/(loss) before non-controlling interests	$	94	$	104	$	(3	)	$	88		$	(187	)	$	96
Less: Comprehensive (income) attributable to non-controlling interest	—		—		—			(2		)	—			(2		)
Comprehensive income/(loss) attributable to Willis Towers Watson	$	94	$	104	$	(3	)	$	86		$	(187	)	$	94

Unaudited Condensed Consolidated Statement of Comprehensive Income



	Three Months Ended September 30, 2016
	Willis Towers Watson			The Other Guarantors			The Issuer			Other			Consolidating adjustments		Consolidated
Comprehensive (loss)/income before non-controlling interests	$	(72	)	$	(58	)	$	(59	)	$	(91	)	$	207	$	(73	)
Less: Comprehensive loss attributable to non-controlling interest	—			—			—			1			—		1
Comprehensive (loss)/income attributable to Willis Towers Watson	$	(72	)	$	(58	)	$	(59	)	$	(90	)	$	207	$	(72	)

Unaudited Condensed Consolidated Statement of Comprehensive Income



	Nine Months Ended September 30, 2015
	Willis Towers Watson		The Other Guarantors		The Issuer		Other		Consolidating adjustments			Consolidated
Comprehensive income/(loss) before non-controlling interests	$	509	$	559	$	522	$	600	$	(1,683	)	$	507
Less: Comprehensive loss attributable to non-controlling interest	—		—		—		2		—			2
Comprehensive income/(loss) attributable to Willis Towers Watson	$	509	$	559	$	522	$	602	$	(1,683	)	$	509

Unaudited Condensed Consolidated Statement of Comprehensive Income



	Three Months Ended September 30, 2015
	Willis Towers Watson		The Other Guarantors		The Issuer		Other		Consolidating adjustments			Consolidated
Comprehensive income/(loss) before non-controlling interests	$	35	$	51	$	48	$	54	$	(158	)	$	30
Less: Comprehensive loss attributable to non-controlling interest	—		—		—		5		—			5
Comprehensive income/(loss) attributable to Willis Towers Watson	$	35	$	51	$	48	$	59	$	(158	)	$	35

Unaudited Condensed Consolidated Balance Sheet



	As of September 30, 2016
	Willis Towers Watson		The Other Guarantors		The Issuer		Other		Consolidating adjustments			Consolidated
ASSETS
Cash and cash equivalents	$	—	$	—	$	—	$	767	$	—		$	767
Fiduciary assets	—		—		—		11,604		—			11,604
Accounts receivable, net	—		—		5		2,038		—			2,043
Prepaid and other current assets	2		69		20		283		(55		)	319
Amounts due from group undertakings	7,431		5,567		1,189		2,374		(16,561		)	—
Total current assets	7,433		5,636		1,214		17,066		(16,616		)	14,733
Investments in subsidiaries	3,900		8,319		5,945		—		(18,164		)	—
Fixed assets, net	—		33		31		747		—			811
Goodwill	—		—		—		10,483		—			10,483
Other intangible assets, net	—		64		—		4,589		(64		)	4,589
Pension benefits assets	—		—		—		857		—			857
Other non-current assets	—		2		54		273		(1		)	328
Non-current amounts due from group undertakings	—		918		823		—		(1,741		)	—
Total non-current assets	3,900		9,336		6,853		16,949		(19,970		)	17,068
TOTAL ASSETS	$	11,333	$	14,972	$	8,067	$	34,015	$	(36,586	)	$	31,801
LIABILITIES AND EQUITY
Fiduciary liabilities	$	—	$	—	$	—	$	11,604	$	—		$	11,604
Deferred revenue and accrued expenses	1		15		23		1,307		(64		)	1,282
Short-term debt and current portion of long-term debt	—		22		394		103		—			519
Other current liabilities	69		67		4		727		(55		)	812
Amounts due to group undertakings	—		8,686		2,140		5,735		(16,561		)	—
Total current liabilities	70		8,790		2,561		19,476		(16,680		)	14,217
Long-term debt	496		2,395		186		190		—			3,267
Liability for pension benefits	—		—		—		1,089		—			1,089
Deferred tax liabilities	—		—		—		1,138		(1		)	1,137
Provision for liabilities	—		—		120		473		—			593
Other non-current liabilities	—		45		15		480		4			544
Amounts due to group undertakings	—		—		518		1,223		(1,741		)	—
Total non-current liabilities	496		2,440		839		4,593		(1,738		)	6,630
TOTAL LIABILITIES	566		11,230		3,400		24,069		(18,418		)	20,847
REDEEMABLE NONCONTROLLING INTEREST	—		—		—		53		—			53
EQUITY
Total Willis Towers Watson shareholders’ equity	10,767		3,742		4,667		9,759		(18,168		)	10,767
Noncontrolling interests	—		—		—		134		—			134
Total equity	10,767		3,742		4,667		9,893		(18,168		)	10,901
TOTAL LIABILITIES AND EQUITY	$	11,333	$	14,972	$	8,067	$	34,015	$	(36,586	)	$	31,801

Unaudited Condensed Consolidated Balance Sheet



	As of December 31, 2015
	Willis Towers Watson		The Other Guarantors			The Issuer			Other		Consolidating adjustments			Consolidated
ASSETS
Cash and cash equivalents	$	3	$	2		$	—		$	527	$	—		$	532
Fiduciary assets	—		—			—			10,458		—			10,458
Accounts receivable, net	—		—			7			1,251		—			1,258
Prepaid and other current assets	1		49			18			194		(7		)	255
Amounts due from group undertakings	3,423		1,684			822			1,259		(7,188		)	—
Total current assets	3,427		1,735			847			13,689		(7,195		)	12,503
Investments in subsidiaries	—		3,208			832			—		(4,040		)	—
Fixed assets, net	—		23			35			505		—			563
Goodwill	—		—			—			3,737		—			3,737
Other intangible assets, net	—		—			—			1,115		—			1,115
Pension benefits assets	—		—			—			623		—			623
Other non-current assets	—		8			2			288		—			298
Non-current amounts due from group undertakings	—		518			785			—		(1,303		)	—
Total non-current assets	—		3,757			1,654			6,268		(5,343		)	6,336
TOTAL ASSETS	$	3,427	$	5,492		$	2,501		$	19,957	$	(12,538	)	$	18,839
LIABILITIES AND EQUITY
Fiduciary liabilities	$	—	$	—		$	—		$	10,458	$	—		$	10,458
Deferred revenue and accrued expenses	1		13			55			683		—			752
Short-term debt and current portion of long-term debt	300		609			—			79		—			988
Other current liabilities	15		38			23			534		(7		)	603
Amounts due to group undertakings	—		4,141			1,545			1,502		(7,188		)	—
Total current liabilities	316		4,801			1,623			13,256		(7,195		)	12,801
Long-term debt	495		1,203			580			—		—			2,278
Liability for pension benefits	—		—			—			279		—			279
Deferred tax liabilities	—		1			—			239		—			240
Provision for liabilities	—		—			—			295		—			295
Investments in subsidiaries	387		—			—			—		(387		)	—
Other non-current liabilities	—		21			15			497		—			533
Non-current amounts due to group undertakings	—		—			518			785		(1,303		)	—
Total non-current liabilities	882		1,225			1,113			2,095		(1,690		)	3,625
TOTAL LIABILITIES	1,198		6,026			2,736			15,351		(8,885		)	16,426
REDEEMABLE NONCONTROLLING INTEREST	—		—			—			53		—			53
EQUITY
Total Willis Towers Watson shareholders’ equity	2,229		(534		)	(235		)	4,422		(3,653		)	2,229
Noncontrolling interests	—		—			—			131		—			131
Total equity	2,229		(534		)	(235		)	4,553		(3,653		)	2,360
TOTAL LIABILITIES AND EQUITY	$	3,427	$	5,492		$	2,501		$	19,957	$	(12,538	)	$	18,839

Unaudited Condensed Consolidated Balance Sheet



	As of September 30, 2016
	Willis Towers Watson — the Parent Issuer		The Guarantors		Other		Consolidating adjustments			Consolidated
ASSETS
Cash and cash equivalents	$	—	$	—	$	767	$	—		$	767
Fiduciary assets	—		—		11,604		—			11,604
Accounts receivable, net	—		5		2,038		—			2,043
Prepaid and other current assets	2		89		283		(55		)	319
Amounts due from group undertakings	7,431		5,496		2,374		(15,301		)	—
Total current assets	7,433		5,590		17,066		(15,356		)	14,733
Investments in subsidiaries	3,900		9,596		—		(13,496		)	—
Fixed assets, net	—		64		747		—			811
Goodwill	—		—		10,483		—			10,483
Other intangible assets, net	—		64		4,589		(64		)	4,589
Pension benefits assets	—		—		857		—			857
Other non-current assets	—		56		273		(1		)	328
Non-current amounts due from group undertakings	—		1,223		—		(1,223		)	—
Total non-current assets	3,900		11,003		16,949		(14,784		)	17,068
TOTAL ASSETS	$	11,333	$	16,593	$	34,015	$	(30,140	)	$	31,801
LIABILITIES AND EQUITY
Fiduciary liabilities	$	—	$	—	$	11,604	$	—		$	11,604
Deferred revenue and accrued expenses	1		38		1,307		(64		)	1,282
Short-term debt and current portion of long-term debt	—		416		103		—			519
Other current liabilities	69		71		727		(55		)	812
Amounts due to group undertakings	—		9,566		5,735		(15,301		)	—
Total current liabilities	70		10,091		19,476		(15,420		)	14,217
Long-term debt	496		2,581		190		—			3,267
Liability for pension benefits	—		—		1,089		—			1,089
Deferred tax liabilities	—		—		1,138		(1		)	1,137
Provision for liabilities	—		120		473		—			593
Other non-current liabilities	—		59		480		5			544
Non-current amounts due to group undertakings	—		—		1,223		(1,223		)	—
Total non-current liabilities	496		2,760		4,593		(1,219		)	6,630
TOTAL LIABILITIES	566		12,851		24,069		(16,639		)	20,847
REDEEMABLE NONCONTROLLING INTEREST	—		—		53		—			53
EQUITY
Total Willis Towers Watson shareholders’ equity	10,767		3,742		9,759		(13,501		)	10,767
Noncontrolling interests	—		—		134		—			134
Total equity	10,767		3,742		9,893		(13,501		)	10,901
TOTAL LIABILITIES AND EQUITY	$	11,333	$	16,593	$	34,015	$	(30,140	)	$	31,801

Unaudited Condensed Consolidated Balance Sheet



	As of December 31, 2015
	Willis Towers Watson — the Parent Issuer		The Guarantors			Other		Consolidating adjustments			Consolidated
ASSETS
Cash and cash equivalents	$	3	$	2		$	527	$	—		$	532
Fiduciary assets	—		—			10,458		—			10,458
Accounts receivable, net	—		7			1,251		—			1,258
Prepaid and other current assets	1		67			194		(7		)	255
Amounts due from group undertakings	3,423		1,257			1,259		(5,939		)	—
Total current assets	3,427		1,333			13,689		(5,946		)	12,503
Investments in subsidiaries	—		4,275			—		(4,275		)	—
Fixed assets, net	—		58			505		—			563
Goodwill	—		—			3,737		—			3,737
Other intangible assets, net	—		—			1,115		—			1,115
Pension benefits assets	—		—			623		—			623
Other non-current assets	—		10			288		—			298
Non-current amounts due from group undertakings	—		785			—		(785		)	—
Total non-current assets	—		5,128			6,268		(5,060		)	6,336
TOTAL ASSETS	$	3,427	$	6,461		$	19,957	$	(11,006	)	$	18,839
LIABILITIES AND EQUITY
Fiduciary liabilities	$	—	$	—		$	10,458	$	—		$	10,458
Deferred revenue and accrued expenses	1		68			683		—			752
Short-term debt and current portion of long-term debt	300		609			79		—			988
Other current liabilities	15		61			534		(7		)	603
Amounts due to group undertakings	—		4,437			1,502		(5,939		)	—
Total current liabilities	316		5,175			13,256		(5,946		)	12,801
Investments in subsidiaries	387		—			—		(387		)	—
Long-term debt	495		1,783			—		—			2,278
Liability for pension benefits	—		—			279		—			279
Deferred tax liabilities	—		1			239		—			240
Provision for liabilities	—		—			295		—			295
Other non-current liabilities	—		36			497		—			533
Non-current amounts due to group undertakings	—		—			785		(785		)	—
Total non-current liabilities	882		1,820			2,095		(1,172		)	3,625
TOTAL LIABILITIES	1,198		6,995			15,351		(7,118		)	16,426
REDEEMABLE NONCONTROLLING INTEREST	—		—			53		—			53
EQUITY
Total Willis Towers Watson shareholders’ equity	2,229		(534		)	4,422		(3,888		)	2,229
Noncontrolling interests	—		—			131		—			131
Total equity	2,229		(534		)	4,553		(3,888		)	2,360
TOTAL LIABILITIES AND EQUITY	$	3,427	$	6,461		$	19,957	$	(11,006	)	$	18,839

Unaudited Condensed Consolidated Balance Sheet



	As of September 30, 2016
	Willis Towers Watson		The Other Guarantors		The Issuer		Other		Consolidating adjustments			Consolidated
ASSETS
Cash and cash equivalents	$	—	$	—	$	—	$	767	$	—		$	767
Fiduciary assets	—		—		—		11,604		—			11,604
Accounts receivable, net	—		5		—		2,038		—			2,043
Prepaid and other current assets	2		94		2		283		(62		)	319
Amounts due from group undertakings	7,431		4,549		1,750		2,374		(16,104		)	—
Total current assets	7,433		4,648		1,752		17,066		(16,166		)	14,733
Investments in subsidiaries	3,900		9,401		8,141		—		(21,442		)	—
Fixed assets, net	—		64		—		747		—			811
Goodwill	—		—		—		10,483		—			10,483
Other intangible assets, net	—		64		—		4,589		(64		)	4,589
Pension benefits assets	—		—		—		857		—			857
Other non-current assets	—		56		—		273		(1		)	328
Non-current amounts due from group undertakings	—		1,253		918		—		(2,171		)	—
Total non-current assets	3,900		10,838		9,059		16,949		(23,678		)	17,068
TOTAL ASSETS	$	11,333	$	15,486	$	10,811	$	34,015	$	(39,844	)	$	31,801
LIABILITIES AND EQUITY
Fiduciary liabilities	$	—	$	—	$	—	$	11,604	$	—		$	11,604
Deferred revenue and accrued expenses	1		36		2		1,307		(64		)	1,282
Short-term debt and current portion of long-term debt	—		394		22		103		—			519
Other current liabilities	69		62		16		727		(62		)	812
Amounts due to group undertakings	—		10,369		—		5,735		(16,104		)	—
Total current liabilities	70		10,861		40		19,476		(16,230		)	14,217
Long-term debt	496		186		2,395		190		—			3,267
Liability for pension benefits	—		—		—		1,089		—			1,089
Deferred tax liabilities	—		—		—		1,138		(1		)	1,137
Provision for liabilities	—		120		—		473		—			593
Other non-current liabilities	—		59		—		480		5			544
Non-current amounts due to group undertakings	—		518		430		1,223		(2,171		)	—
Total non-current liabilities	496		883		2,825		4,593		(2,167		)	6,630
TOTAL LIABILITIES	566		11,744		2,865		24,069		(18,397		)	20,847
REDEEMABLE NONCONTROLLING INTEREST	—		—		—		53		—			53
EQUITY
Total Willis Towers Watson shareholders’ equity	10,767		3,742		7,946		9,759		(21,447		)	10,767
Noncontrolling interests	—		—		—		134		—			134
Total equity	10,767		3,742		7,946		9,893		(21,447		)	10,901
TOTAL LIABILITIES AND EQUITY	$	11,333	$	15,486	$	10,811	$	34,015	$	(39,844	)	$	31,801

Unaudited Condensed Consolidated Balance Sheet



	As of December 31, 2015
	Willis Towers Watson		The Other Guarantors			The Issuer		Other		Consolidating adjustments			Consolidated
ASSETS
Cash and cash equivalents	$	3	$	2		$	—	$	527	$	—		$	532
Fiduciary assets	—		—			—		10,458		—			10,458
Accounts receivable, net	—		7			—		1,251		—			1,258
Prepaid and other current assets	1		72			—		194		(12		)	255
Amounts due from group undertakings	3,423		951			1,538		1,259		(7,171		)	—
Total current assets	3,427		1,032			1,538		13,689		(7,183		)	12,503
Investments in subsidiaries	—		4,069			3,092		—		(7,161		)	—
Fixed assets, net	—		58			—		505		—			563
Goodwill	—		—			—		3,737		—			3,737
Other intangible assets, net	—		—			—		1,115		—			1,115
Pension benefits assets	—		—			—		623		—			623
Other non-current assets	—		9			1		288		—			298
Non-current amounts due from group undertakings	—		785			518		—		(1,303		)	—
Total non-current assets	—		4,921			3,611		6,268		(8,464		)	6,336
TOTAL ASSETS	$	3,427	$	5,953		$	5,149	$	19,957	$	(15,647	)	$	18,839
LIABILITIES AND EQUITY
Fiduciary liabilities	$	—	$	—		$	—	$	10,458	$	—		$	10,458
Deferred revenue and accrued expenses	1		68			—		683		—			752
Short-term debt and current portion of long-term debt	300		—			609		79		—			988
Other current liabilities	15		50			16		534		(12		)	603
Amounts due to group undertakings	—		5,234			435		1,502		(7,171		)	—
Total current liabilities	316		5,352			1,060		13,256		(7,183		)	12,801
Investment in subsidiaries	387		—			—		—		(387		)	—
Long-term debt	495		580			1,203		—		—			2,278
Liability for pension benefits	—		—			—		279		—			279
Deferred tax liabilities	—		1			—		239		—			240
Provision for liabilities	—		—			—		295		—			295
Other non-current liabilities	—		36			—		497		—			533
Non-current amounts due to group undertakings	—		518			—		785		(1,303		)	—
Total non-current liabilities	882		1,135			1,203		2,095		(1,690		)	3,625
TOTAL LIABILITIES	1,198		6,487			2,263		15,351		(8,873		)	16,426
REDEEMABLE NONCONTROLLING INTEREST	—		—			—		53		—			53
EQUITY
Total Willis Towers Watson shareholders’ equity	2,229		(534		)	2,886		4,422		(6,774		)	2,229
Noncontrolling interests	—		—			—		131		—			131
Total equity	2,229		(534		)	2,886		4,553		(6,774		)	2,360
TOTAL LIABILITIES AND EQUITY	$	3,427	$	5,953		$	5,149	$	19,957	$	(15,647	)	$	18,839

Unaudited Condensed Consolidated Statement of Cash Flows



	Nine Months Ended September 30, 2016
	Willis Towers Watson			The Other Guarantors			The Issuer			Other			Consolidating adjustments			Consolidated
NET CASH FROM/(USED IN) OPERATING ACTIVITIES	$	6		$	(130	)	$	(175	)	$	976		$	(69	)	$	608
CASH FLOWS FROM/(USED IN) INVESTING ACTIVITIES
Additions to fixed assets and software for internal use	—			(76		)	(8		)	(131		)	64			(151		)
Capitalized software costs	—			—			—			(64		)	—			(64		)
Acquisitions of operations, net of cash acquired	—			—			—			476			—			476
Other, net	—			—			1			16			5			22
Proceeds from intercompany investing activities	47			47			—			18			(112		)	—
Repayments of intercompany investing activities	(4,015		)	(3,953		)	—			(805		)	8,773			—
Reduction in investment in subsidiaries	4,600			3,600			—			—			(8,200		)	—
Additional investment in subsidiaries	—			(4,600		)	—			(3,600		)	8,200			—
Net cash from/(used in) investing activities	$	632		$	(4,982	)	$	(7	)	$	(4,090	)	$	8,730		$	283
CASH FLOWS (USED IN)/FROM FINANCING ACTIVITIES
Net (repayments)/borrowings on revolving credit facility	—			(389		)	—			—			—			(389		)
Senior notes issued	—			1,606			—			—			—			1,606
Proceeds from issue of other debt	—			400			—			4			—			404
Debt issuance costs	—			(14		)	—			—			—			(14		)
Repayments of debt	(300		)	(1,032		)	—			(529		)	—			(1,861		)
Repurchase of shares	(222		)	—			—			—			—			(222		)
Proceeds from issuance of shares and excess tax benefit	44			—			—			—			—			44
Payments of deferred and contingent consideration related to acquisitions	—			—			—			(64		)	—			(64		)
Dividends paid	(133		)	—			—			—			—			(133		)
Acquisitions of and dividends paid to noncontrolling interests	—			—			—			(17		)	—			(17		)
Proceeds from intercompany financing activities	—			4,557			199			4,017			(8,773		)	—
Repayments of intercompany financing activities	(30		)	(18		)	(17		)	(47		)	112			—
Net cash (used in)/from financing activities	$	(641	)	$	5,110		$	182		$	3,364		$	(8,661	)	$	(646	)
(DECREASE)/INCREASE IN CASH AND CASH EQUIVALENTS	(3		)	(2		)	—			250			—			245
Effect of exchange rate changes on cash and cash equivalents	—			—			—			(10		)	—			(10		)
CASH AND CASH EQUIVALENTS, BEGINNING OF PERIOD	3			2			—			527			—			532
CASH AND CASH EQUIVALENTS, END OF PERIOD	$	—		$	—		$	—		$	767		$	—		$	767

Unaudited Condensed Consolidated Statement of Cash Flows



	Nine Months Ended September 30, 2015
	Willis Towers Watson			The Other Guarantors			The Issuer			Other			Consolidating adjustments			Consolidated
NET CASH (USED IN)/FROM OPERATING ACTIVITIES	$	(16	)	$	96		$	5		$	28		$	—		$	113
CASH FLOWS FROM/(USED IN) INVESTING ACTIVITIES
Additions to fixed assets and software for internal use	—			(5		)	(6		)	(89		)	—			(100		)
Acquisitions of operations, net of cash acquired	—			—			—			(293		)	—			(293		)
Net proceeds from sale of operations	—			—			—			45			—			45
Proceeds from intercompany investing activities	160			49			82			149			(440		)	—
Repayments of intercompany investing activities	—			(268		)	—			(269		)	537			—
Additional investment in subsidiaries	—			(274		)	—			—			274			—
Net cash from/(used in) investing activities	$	160		$	(498	)	$	76		$	(457	)	$	371		$	(348	)
CASH FLOWS (USED IN)/FROM FINANCING ACTIVITIES
Net (repayments)/borrowings on revolving credit facility	—			420			—			—			—			420
Debt issuance costs	—			—			—			(1		)	—			(1		)
Repayments of debt	—			(11		)	(148		)	—			—			(159		)
Repurchase of shares	(82		)	—			—			—			—			(82		)
Proceeds from issuance of shares and excess tax benefit	95			—			—			279			(274		)	100
Dividends paid	(165		)	—			—			—			—			(165		)
Acquisitions of and dividends paid to noncontrolling interests	—			—			—			(19		)	—			(19		)
Proceeds from intercompany financing activities	—			202			67			268			(537		)	—
Repayments of intercompany financing activities	—			(208		)	—			(232		)	440			—
Net cash (used in)/from financing activities	$	(152	)	$	403		$	(81	)	$	295		$	(371	)	$	94
DECREASE IN CASH AND CASH EQUIVALENTS	(8		)	1			—			(134		)	—			(141		)
Effect of exchange rate changes on cash and cash equivalents	—			—			—			(28		)	—			(28		)
CASH AND CASH EQUIVALENTS, BEGINNING OF PERIOD	9			2			—			624			—			635
CASH AND CASH EQUIVALENTS, END OF PERIOD	$	1		$	3		$	—		$	462		$	—		$	466

Unaudited Condensed Consolidated Statement of Cash Flows



	Nine Months Ended September 30, 2016
	Willis Towers Watson — the Parent Issuer			The Guarantors			Other			Consolidating adjustments			Consolidated
NET CASH FROM/(USED IN) OPERATING ACTIVITIES	$	6		$	(305	)	$	976		$	(69	)	$	608
CASH FLOWS FROM/(USED IN) INVESTING ACTIVITIES
Additions to fixed assets and software for internal use	—			(84		)	(131		)	64			(151		)
Capitalized software costs	—			—			(64		)	—			(64		)
Acquisitions of operations, net of cash acquired	—			—			476			—			476
Other, net	—			1			16			5			22
Proceeds from intercompany investing activities	47			30			18			(95		)	—
Repayments of intercompany investing activities	(4,015		)	(3,953		)	(805		)	8,773			—
Reduction in investment in subsidiaries	4,600			3,600			—			(8,200		)	—
Additional investment in subsidiaries	—			(4,600		)	(3,600		)	8,200			—
Net cash from/(used in) investing activities	$	632		$	(5,006	)	$	(4,090	)	$	8,747		$	283
CASH FLOWS (USED IN)/FROM FINANCING ACTIVITIES
Net (repayments)/borrowings on revolving credit facility	—			(389		)	—			—			(389		)
Senior notes issued	—			1,606			—			—			1,606
Proceeds from issue of other debt	—			400			4			—			404
Debt issuance costs	—			(14		)	—			—			(14		)
Repayments of debt	(300		)	(1,032		)	(529		)	—			(1,861		)
Repurchase of shares	(222		)	—			—			—			(222		)
Proceeds from issuance of shares and excess tax benefit	44			—			—			—			44
Payments of deferred and contingent consideration related to acquisitions	—			—			(64		)	—			(64		)
Dividends paid	(133		)	—			—			—			(133		)
Acquisitions of and dividends paid to noncontrolling interests	—			—			(17		)	—			(17		)
Proceeds from intercompany financing activities	—			4,756			4,017			(8,773		)	—
Repayments of intercompany financing activities	(30		)	(18		)	(47		)	95			—
Net cash (used in)/from financing activities	$	(641	)	$	5,309		$	3,364		$	(8,678	)	$	(646	)
(DECREASE)/INCREASE IN CASH AND CASH EQUIVALENTS	(3		)	(2		)	250			—			245
Effect of exchange rate changes on cash and cash equivalents	—			—			(10		)	—			(10		)
CASH AND CASH EQUIVALENTS, BEGINNING OF PERIOD	3			2			527			—			532
CASH AND CASH EQUIVALENTS, END OF PERIOD	$	—		$	—		$	767		$	—		$	767

Unaudited Condensed Consolidated Statement of Cash Flows



	Nine Months Ended September 30, 2015
	Willis Towers Watson — the Parent Issuer			The Guarantors			Other			Consolidating adjustments			Consolidated
NET CASH (USED IN)/FROM OPERATING ACTIVITIES	$	(16	)	$	101		$	28		$	—		$	113
CASH FLOWS FROM/(USED IN) INVESTING ACTIVITIES
Additions to fixed assets and software for internal use	—			(11		)	(89		)	—			(100		)
Acquisitions of operations, net of cash acquired	—			—			(293		)	—			(293		)
Net proceeds from sale of operations	—			—			45			—			45
Proceeds from intercompany investing activities	160			131			149			(440		)	—
Repayments of intercompany investing activities	—			(268		)	(269		)	537			—
Additional investment in subsidiaries	—			(274		)	—			274			—
Net cash from/(used in) investing activities	$	160		$	(422	)	$	(457	)	$	371		$	(348	)
CASH FLOWS (USED IN)/FROM FINANCING ACTIVITIES
Net (repayments)/borrowings on revolving credit facility	—			420			—			—			420
Debt issuance costs	—			—			(1		)	—			(1		)
Repayments of debt	—			(159		)	—			—			(159		)
Repurchase of shares	(82		)	—			—			—			(82		)
Proceeds from issuance of shares and excess tax benefit	95			—			279			(274		)	100
Dividends paid	(165		)	—			—			—			(165		)
Acquisitions of and dividends paid to noncontrolling interests	—			—			(19		)	—			(19		)
Proceeds from intercompany financing activities	—			269			268			(537		)	—
Repayments of intercompany financing activities	—			(208		)	(232		)	440			—
Net cash (used in)/from financing activities	$	(152	)	$	322		$	295		$	(371	)	$	94
DECREASE IN CASH AND CASH EQUIVALENTS	(8		)	1			(134		)	—			(141		)
Effect of exchange rate changes on cash and cash equivalents	—			—			(28		)	—			(28		)
CASH AND CASH EQUIVALENTS, BEGINNING OF PERIOD	9			2			624			—			635
CASH AND CASH EQUIVALENTS, END OF PERIOD	$	1		$	3		$	462		$	—		$	466

Unaudited Condensed Consolidated Statement of Cash Flows



	Nine Months Ended September 30, 2016
	Willis Towers Watson			The Other Guarantors			The Issuer			Other			Consolidating adjustments			Consolidated
NET CASH FROM/(USED IN) OPERATING ACTIVITIES	$	6		$	(314	)	$	9		$	976		$	(69	)	$	608
CASH FLOWS FROM/(USED IN) INVESTING ACTIVITIES
Additions to fixed assets and software for internal use	—			(84		)	—			(131		)	64			(151		)
Capitalized software costs	—			—			—			(64		)	—			(64		)
Acquisitions of operations, net of cash acquired	—			—			—			476			—			476
Other, net	—			1			—			16			5			22
Proceeds from intercompany investing activities	47			42			17			18			(124		)	—
Repayments of intercompany investing activities	(4,015		)	(3,386		)	(567		)	(805		)	8,773			—
Reduction in investment in subsidiaries	4,600			3,600			—			—			(8,200		)	—
Additional investment in subsidiaries	—			(4,600		)	—			(3,600		)	8,200			—
Net cash from/(used in) investing activities	$	632		$	(4,427	)	$	(550	)	$	(4,090	)	$	8,718		$	283
CASH FLOWS (USED IN)/FROM FINANCING ACTIVITIES
Net (repayments)/borrowings on revolving credit facility	—			—			(389		)	—			—			(389		)
Senior notes issued	—			—			1,606			—			—			1,606
Proceeds from issue of other debt	—			—			400			4			—			404
Debt issuance costs	—			—			(14		)	—			—			(14		)
Repayments of debt	(300		)	—			(1,032		)	(529		)	—			(1,861		)
Repurchase of shares	(222		)	—			—			—			—			(222		)
Proceeds from issuance of shares and excess tax benefit	44			—			—			—			—			44
Payments of deferred and contingent consideration related to acquisitions	—			—			—			(64		)	—			(64		)
Dividends paid	(133		)	—			—			—			—			(133		)
Acquisitions of and dividends paid to noncontrolling interests	—			—			—			(17		)	—			(17		)
Proceeds from intercompany financing activities	—			4,756			—			4,017			(8,773		)	—
Repayments of intercompany financing activities	(30		)	(17		)	(30		)	(47		)	124			—
Net cash (used in)/from financing activities	$	(641	)	$	4,739		$	541		$	3,364		$	(8,649	)	$	(646	)
(DECREASE)/INCREASE IN CASH AND CASH EQUIVALENTS	(3		)	(2		)	—			250			—			245
Effect of exchange rate changes on cash and cash equivalents	—			—			—			(10		)	—			(10		)
CASH AND CASH EQUIVALENTS, BEGINNING OF PERIOD	3			2			—			527			—			532
CASH AND CASH EQUIVALENTS, END OF PERIOD	$	—		$	—		$	—		$	767		$	—		$	767

Unaudited Condensed Consolidated Statement of Cash Flows



	Nine Months Ended September 30, 2015
	Willis Towers Watson			The Other Guarantors			The Issuer			Other			Consolidating adjustments			Consolidated
NET CASH (USED IN)/FROM OPERATING ACTIVITIES	$	(16	)	$	93		$	8		$	28		$	—		$	113
CASH FLOWS FROM/(USED IN) INVESTING ACTIVITIES
Additions to fixed assets and software for internal use	—			(11		)	—			(89		)	—			(100		)
Acquisitions of operations, net of cash acquired	—			—			—			(293		)	—			(293		)
Net proceeds from sale of operations	—			—			—			45			—			45
Other, net	—			—			—			—			—			—
Proceeds from intercompany investing activities	160			131			—			149			(440		)	—
Repayments of intercompany investing activities	—			—			(268		)	(269		)	537			—
Additional investment in subsidiaries	—			(274		)	—			—			274			—
Net cash from/(used in) investing activities	$	160		$	(154	)	$	(268	)	$	(457	)	$	371		$	(348	)
CASH FLOWS (USED IN)/FROM FINANCING ACTIVITIES
Net (repayments)/borrowings on revolving credit facility	—			—			420			—			—			420
Debt issuance costs	—			—			—			(1		)	—			(1		)
Repayments of debt	—			(148		)	(11		)	—			—			(159		)
Repurchase of shares	(82		)	—			—			—			—			(82		)
Proceeds from issuance of shares and excess tax benefit	95			—			—			279			(274		)	100
Dividends paid	(165		)	—			—			—			—			(165		)
Acquisitions of and dividends paid to noncontrolling interests	—			—			—			(19		)	—			(19		)
Proceeds from intercompany financing activities	—			269			—			268			(537		)	—
Repayments of intercompany financing activities	—			(59		)	(149		)	(232		)	440			—
Net cash (used in)/from financing activities	$	(152	)	$	62		$	260		$	295		$	(371	)	$	94
DECREASE IN CASH AND CASH EQUIVALENTS	(8		)	1			—			(134		)	—			(141		)
Effect of exchange rate changes on cash and cash equivalents	—			—			—			(28		)	—			(28		)
CASH AND CASH EQUIVALENTS, BEGINNING OF PERIOD	9			2			—			624			—			635
CASH AND CASH EQUIVALENTS, END OF PERIOD	$	1		$	3		$	—		$	462		$	—		$	466

Financial Information for Issuer, Parent Guarantor, Other Guarantor Subsidiaries and Non-Guarantor Subsidiaries (Tables)

9 Months Ended

Sep. 30, 2016

Condensed Financial Information of Parent Company Only Disclosure [Abstract]

Unaudited Condensed Consolidated Statement of Operations



	Three Months Ended September 30, 2016
	Willis Towers Watson			The Other Guarantors			The Issuer			Other			Consolidating adjustments			Consolidated
Revenues
Commissions and fees	$	—		$	—		$	5		$	1,756		$	—		$	1,761
Interest and other income	—			—			—			16			—			16
Total revenues	—			—			5			1,772			—			1,777
Costs of providing services
Salaries and benefits	—			—			14			1,105			—			1,119
Other operating expenses	1			27			10			332			—			370
Depreciation	—			1			4			40			—			45
Amortization	—			—			—			157			—			157
Restructuring costs	—			7			7			35			—			49
Integration expenses	—			1			5			30			—			36
Total costs of providing services	1			36			40			1,699			—			1,776
(Loss)/income from operations	(1		)	(36		)	(35		)	73			—			1
Income from Group undertakings	—			(126		)	(61		)	(34		)	221			—
Expenses due to Group undertakings	—			13			48			160			(221		)	—
Interest expense	8			22			10			5			—			45
Other expense/(income), net	—			—			—			14			—			14
(LOSS)/INCOME FROM CONTINUING OPERATIONS BEFORE INCOME TAXES AND INTEREST IN EARNINGS OF ASSOCIATES	(9		)	55			(32		)	(72		)	—			(58		)
(Benefit from)/provision for income taxes	—			(9		)	(10		)	(7		)	—			(26		)
(LOSS)/INCOME FROM CONTINUING OPERATIONS BEFORE INTEREST IN EARNINGS OF ASSOCIATES	(9		)	64			(22		)	(65		)	—			(32		)
Interest in earnings of associates, net of tax	—			—			—			1			—			1
Equity account for subsidiaries	(23		)	(82		)	(29		)	—			134			—
NET (LOSS)/INCOME	(32		)	(18		)	(51		)	(64		)	134			(31		)
(Income)/loss attributable to non-controlling interests	—			—			—			(1		)	—			(1		)
NET (LOSS)/INCOME ATTRIBUTABLE TO WILLIS TOWERS WATSON	$	(32	)	$	(18	)	$	(51	)	$	(65	)	$	134		$	(32	)

Unaudited Condensed Consolidated Statement of Operations



	Nine Months Ended September 30, 2015
	Willis Towers Watson			The Other Guarantors			The Issuer			Other			Consolidating adjustments			Consolidated
Revenues
Commissions and fees	$	—		$	—		$	10		$	2,829		$	—		$	2,839
Interest and other income	—			1			—			15			—			16
Total revenues	—			1			10			2,844			—			2,855
Costs of providing services
Salaries and benefits	1			1			60			1,636			—			1,698
Other operating expenses	11			79			24			402			—			516
Depreciation	—			4			12			54			—			70
Amortization	—			—			—			53			—			53
Restructuring costs	—			17			13			63			—			93
Total costs of providing services	12			101			109			2,208			—			2,430
(Loss)/income from operations	(12		)	(100		)	(99		)	636			—			425
Income from Group undertakings	—			(168		)	(178		)	(82		)	428			—
Expenses due to Group undertakings	—			23			142			263			(428		)	—
Interest expense	32			28			31			12			—			103
Other expense/(income), net	8			(2		)	—			(32		)	—			(26		)
(LOSS)/INCOME FROM CONTINUING OPERATIONS BEFORE INCOME TAXES AND INTEREST IN EARNINGS OF ASSOCIATES	(52		)	19			(94		)	475			—			348
(Benefit from)/provision for income taxes	—			(21		)	(30		)	14			—			(37		)
(LOSS)/INCOME FROM CONTINUING OPERATIONS BEFORE INTEREST IN EARNINGS OF ASSOCIATES	(52		)	40			(64		)	461			—			385
Interest in earnings/(loss) of associates, net of tax	—			7			—			10			—			17
Equity account for subsidiaries	449			398			202			—			(1,049		)	—
NET INCOME/(LOSS)	397			445			138			471			(1,049		)	402
(Income)/loss attributable to non-controlling interests	—			—			—			(5		)	—			(5		)
NET INCOME/(LOSS) ATTRIBUTABLE TO WILLIS TOWERS WATSON	$	397		$	445		$	138		$	466		$	(1,049	)	$	397

Unaudited Condensed Consolidated Statement of Operations



	Nine Months Ended September 30, 2016
	Willis Towers Watson			The Other Guarantors			The Issuer			Other			Consolidating adjustments			Consolidated
Revenues
Commissions and fees	$	—		$	—		$	16		$	5,858		$	—		$	5,874
Interest and other income	—			1			—			85			—			86
Total revenues	—			1			16			5,943			—			5,960
Costs of providing services
Salaries and benefits	1			1			38			3,479			—			3,519
Other operating expenses	4			84			82			1,001			—			1,171
Depreciation	—			3			11			118			—			132
Amortization	—			—			—			443			—			443
Restructuring costs	—			18			23			74			—			115
Integration expenses	—			13			15			89			—			117
Total costs of providing services	5			119			169			5,204			—			5,497
(Loss)/income from operations	(5		)	(118		)	(153		)	739			—			463
Income from Group undertakings	—			(367		)	(177		)	(104		)	648			—
Expenses due to Group undertakings	—			53			134			461			(648		)	—
Interest expense	25			65			29			19			—			138
Other expense/(income), net	1			(2		)	—			27			—			26
(LOSS)/INCOME FROM CONTINUING OPERATIONS BEFORE INCOME TAXES AND INTEREST IN EARNINGS OF ASSOCIATES	(31		)	133			(139		)	336			—			299
(Benefit from)/provision for income taxes	—			(32		)	(41		)	84			—			11
(LOSS)/INCOME FROM CONTINUING OPERATIONS BEFORE INTEREST IN EARNINGS OF ASSOCIATES	(31		)	165			(98		)	252			—			288
Interest in earnings/(loss) of associates, net of tax	—			—			—			2			—			2
Equity account for subsidiaries	309			124			92			—			(525		)	—
NET INCOME/(LOSS)	278			289			(6		)	254			(525		)	290
(Income)/loss attributable to non-controlling interests	—			—			—			(12		)	—			(12		)
NET INCOME/(LOSS) ATTRIBUTABLE TO WILLIS TOWERS WATSON	$	278		$	289		$	(6	)	$	242		$	(525	)	$	278

Unaudited Condensed Consolidated Statement of Operations



	Three Months Ended September 30, 2015
	Willis Towers Watson			The Other Guarantors			The Issuer			Other			Consolidating adjustments			Consolidated
Revenues
Commissions and fees	$	—		$	—		$	6		$	835		$	—		$	841
Interest and other income	—			1			—			4			—			5
Total revenues	—			1			6			839			—			846
Costs of providing services
Salaries and benefits	—			1			18			551			—			570
Other operating expenses	2			24			13			138			—			177
Depreciation	—			1			4			20			—			25
Amortization	—			—			—			23			—			23
Restructuring costs	—			3			—			21			—			24
Total costs of providing services	2			29			35			753			—			819
(Loss)/income from operations	(2		)	(28		)	(29		)	86			—			27
Income from Group undertakings	—			(58		)	(66		)	(33		)	157			—
Expenses due to Group undertakings	—			8			53			96			(157		)	—
Interest expense	11			10			9			5			—			35
Other expense/(income), net	—			(2		)	—			(8		)	1			(9		)
(LOSS)/INCOME FROM CONTINUING OPERATIONS BEFORE INCOME TAXES AND INTEREST IN EARNINGS OF ASSOCIATES	(13		)	14			(25		)	26			(1		)	1
(Benefit from)/provision for income taxes	—			(4		)	(8		)	(100		)	—			(112		)
(LOSS)/INCOME FROM CONTINUING OPERATIONS BEFORE INTEREST IN EARNINGS OF ASSOCIATES	(13		)	18			(17		)	126			(1		)	113
Interest in earnings/(loss) of associates, net of tax	—			3			—			—			—			3
Equity account for subsidiaries	130			112			106			—			(348		)	—
NET INCOME/(LOSS)	117			133			89			126			(349		)	116
(Income)/loss attributable to non-controlling interests	—			—			—			1			—			1
NET INCOME/(LOSS) ATTRIBUTABLE TO WILLIS TOWERS WATSON	$	117		$	133		$	89		$	127		$	(349	)	$	117

Unaudited Condensed Consolidated Statement of Operations



	Three Months Ended September 30, 2015
	Willis Towers Watson — the Parent Issuer			The Guarantors			Other			Consolidating adjustments			Consolidated
Revenues
Commissions and fees	$	—		$	6		$	835		$	—		$	841
Interest and other income	—			1			4			—			5
Total revenues	—			7			839			—			846
Costs of providing services
Salaries and benefits	—			19			551			—			570
Other operating expenses	2			37			138			—			177
Depreciation	—			5			20			—			25
Amortization	—			—			23			—			23
Restructuring costs	—			3			21			—			24
Total costs of providing services	2			64			753			—			819
(Loss)/income from operations	(2		)	(57		)	86			—			27
Income from Group undertakings	—			(97		)	(33		)	130			—
Expenses due to Group undertakings	—			34			96			(130		)	—
Interest expense	11			19			5			—			35
Other expense/(income), net	—			(2		)	(8		)	1			(9		)
(LOSS)/INCOME FROM CONTINUING OPERATIONS BEFORE INCOME TAXES AND INTEREST IN EARNINGS OF ASSOCIATES	(13		)	(11		)	26			(1		)	1
(Benefit from)/provision for income taxes	—			(12		)	(100		)	—			(112		)
(LOSS)/INCOME FROM CONTINUING OPERATIONS BEFORE INTEREST IN EARNINGS OF ASSOCIATES	(13		)	1			126			(1		)	113
Interest in earnings/(loss) of associates, net of tax	—			3			—			—			3
Equity account for subsidiaries	130			129			—			(259		)	—
NET INCOME/(LOSS)	117			133			126			(260		)	116
(Income)/loss attributable to non-controlling interests	—			—			1			—			1
NET INCOME/(LOSS) ATTRIBUTABLE TO WILLIS TOWERS WATSON	$	117		$	133		$	127		$	(260	)	$	117

Unaudited Condensed Consolidated Statement of Operations



	Three Months Ended September 30, 2016
	Willis Towers Watson — the Parent Issuer			The Guarantors			Other			Consolidating adjustments			Consolidated
Revenues
Commissions and fees	$	—		$	5		$	1,756		$	—		$	1,761
Interest and other income	—			—			16			—			16
Total revenues	—			5			1,772			—			1,777
Costs of providing services
Salaries and benefits	—			14			1,105			—			1,119
Other operating expenses	1			37			332			—			370
Depreciation	—			5			40			—			45
Amortization	—			—			157			—			157
Restructuring costs	—			14			35			—			49
Integration expenses	—			6			30			—			36
Total costs of providing services	1			76			1,699			—			1,776
(Loss)/income from operations	(1		)	(71		)	73			—			1
Income from Group undertakings	—			(159		)	(34		)	193			—
Expenses due to Group undertakings	—			33			160			(193		)	—
Interest expense	8			32			5			—			45
Other expense/(income), net	—			—			14			—			14
(LOSS)/INCOME FROM CONTINUING OPERATIONS BEFORE INCOME TAXES AND INTEREST IN EARNINGS OF ASSOCIATES	(9		)	23			(72		)	—			(58		)
(Benefit from)/provision for income taxes	—			(19		)	(7		)	—			(26		)
(LOSS)/INCOME FROM CONTINUING OPERATIONS BEFORE INTEREST IN EARNINGS OF ASSOCIATES	(9		)	42			(65		)	—			(32		)
Interest in earnings of associates, net of tax	—			—			1			—			1
Equity account for subsidiaries	(23		)	(60		)	—			83			—
NET (LOSS)/INCOME	(32		)	(18		)	(64		)	83			(31		)
(Income)/loss attributable to non-controlling interests	—			—			(1		)	—			(1		)
NET (LOSS)/INCOME ATTRIBUTABLE TO WILLIS TOWERS WATSON	$	(32	)	$	(18	)	$	(65	)	$	83		$	(32	)

Unaudited Condensed Consolidated Statement of Operations



	Nine Months Ended September 30, 2016
	Willis Towers Watson — the Parent Issuer			The Guarantors			Other			Consolidating adjustments			Consolidated
Revenues
Commissions and fees	$	—		$	16		$	5,858		$	—		$	5,874
Interest and other income	—			1			85			—			86
Total revenues	—			17			5,943			—			5,960
Costs of providing services
Salaries and benefits	1			39			3,479			—			3,519
Other operating expenses	4			166			1,001			—			1,171
Depreciation	—			14			118			—			132
Amortization	—			—			443			—			443
Restructuring costs	—			41			74			—			115
Integration expenses	—			28			89			—			117
Total costs of providing services	5			288			5,204			—			5,497
(Loss)/income from operations	(5		)	(271		)	739			—			463
Income from Group undertakings	—			(461		)	(104		)	565			—
Expenses due to Group undertakings	—			104			461			(565		)	—
Interest expense	25			94			19			—			138
Other expense/(income), net	1			(2		)	27			—			26
(LOSS)/INCOME FROM CONTINUING OPERATIONS BEFORE INCOME TAXES AND INTEREST IN EARNINGS OF ASSOCIATES	(31		)	(6		)	336			—			299
(Benefit from)/provision for income taxes	—			(73		)	84			—			11
(LOSS)/INCOME FROM CONTINUING OPERATIONS BEFORE INTEREST IN EARNINGS OF ASSOCIATES	(31		)	67			252			—			288
Interest in earnings/(loss) of associates, net of tax	—			—			2			—			2
Equity account for subsidiaries	309			222			—			(531		)	—
NET INCOME/(LOSS)	278			289			254			(531		)	290
(Income)/loss attributable to non-controlling interests	—			—			(12		)	—			(12		)
NET INCOME/(LOSS) ATTRIBUTABLE TO WILLIS TOWERS WATSON	$	278		$	289		$	242		$	(531	)	$	278

Unaudited Condensed Consolidated Statement of Operations



	Nine Months Ended September 30, 2015
	Willis Towers Watson — the Parent Issuer			The Guarantors			Other			Consolidating adjustments			Consolidated
Revenues
Commissions and fees	$	—		$	10		$	2,829		$	—		$	2,839
Interest and other income	—			1			15			—			16
Total revenues	—			11			2,844			—			2,855
Costs of providing services
Salaries and benefits	1			61			1,636			—			1,698
Other operating expenses	11			103			402			—			516
Depreciation	—			16			54			—			70
Amortization	—			—			53			—			53
Restructuring costs	—			30			63			—			93
Total costs of providing services	12			210			2,208			—			2,430
(Loss)/income from operations	(12		)	(199		)	636			—			425
Income from Group undertakings	—			(264		)	(82		)	346			—
Expenses due to Group undertakings	—			83			263			(346		)	—
Interest expense	32			59			12			—			103
Other expense/(income), net	8			(2		)	(32		)	—			(26		)
(LOSS)/INCOME FROM CONTINUING OPERATIONS BEFORE INCOME TAXES AND INTEREST IN EARNINGS OF ASSOCIATES	(52		)	(75		)	475			—			348
(Benefit from)/provision for income taxes	—			(51		)	14			—			(37		)
(LOSS)/INCOME FROM CONTINUING OPERATIONS BEFORE INTEREST IN EARNINGS OF ASSOCIATES	(52		)	(24		)	461			—			385
Interest in earnings/(loss) of associates, net of tax	—			7			10			—			17
Equity account for subsidiaries	449			462			—			(911		)	—
NET INCOME/(LOSS)	397			445			471			(911		)	402
(Income)/loss attributable to non-controlling interests	—			—			(5		)	—			(5		)
NET INCOME/(LOSS) ATTRIBUTABLE TO WILLIS TOWERS WATSON	$	397		$	445		$	466		$	(911	)	$	397

Unaudited Condensed Consolidated Statement of Operations



	Nine Months Ended September 30, 2016
	Willis Towers Watson			The Other Guarantors			The Issuer			Other			Consolidating adjustments			Consolidated
Revenues
Commissions and fees	$	—		$	16		$	—		$	5,858		$	—		$	5,874
Interest and other income	—			1			—			85			—			86
Total revenues	—			17			—			5,943			—			5,960
Costs of providing services
Salaries and benefits	1			39			—			3,479			—			3,519
Other operating expenses	4			166			—			1,001			—			1,171
Depreciation	—			14			—			118			—			132
Amortization	—			—			—			443			—			443
Restructuring costs	—			41			—			74			—			115
Integration expenses	—			28			—			89			—			117
Total costs of providing services	5			288			—			5,204			—			5,497
(Loss)/income from operations	(5		)	(271		)	—			739			—			463
Income from Group undertakings	—			(451		)	(98		)	(104		)	653			—
Expenses due to Group undertakings	—			173			19			461			(653		)	—
Interest expense	25			28			66			19			—			138
Other expense/(income), net	1			(2		)	—			27			—			26
(LOSS)/INCOME FROM CONTINUING OPERATIONS BEFORE INCOME TAXES AND INTEREST IN EARNINGS OF ASSOCIATES	(31		)	(19		)	13			336			—			299
(Benefit from)/provision for income taxes	—			(74		)	1			84			—			11
(LOSS)/INCOME FROM CONTINUING OPERATIONS BEFORE INTEREST IN EARNINGS OF ASSOCIATES	(31		)	55			12			252			—			288
Interest in earnings/(loss) of associates, net of tax	—			—			—			2			—			2
Equity account for subsidiaries	309			234			57			—			(600		)	—
NET INCOME/(LOSS)	278			289			69			254			(600		)	290
(Income) attributable to non-controlling interests	—			—			—			(12		)	—			(12		)
NET INCOME/(LOSS) ATTRIBUTABLE TO WILLIS TOWERS WATSON	$	278		$	289		$	69		$	242		$	(600	)	$	278

Unaudited Condensed Consolidated Statement of Operations



	Three Months Ended September 30, 2015
	Willis Towers Watson			The Other Guarantors			The Issuer			Other			Consolidating adjustments			Consolidated
Revenues
Commissions and fees	$	—		$	6		$	—		$	835		$	—		$	841
Interest and other income	—			1			—			4			—			5
Total revenues	—			7			—			839			—			846
Costs of providing services
Salaries and benefits	—			19			—			551			—			570
Other operating expenses	2			37			—			138			—			177
Depreciation	—			5			—			20			—			25
Amortization	—			—			—			23			—			23
Restructuring costs	—			3			—			21			—			24
Integration expenses	—			—			—			—			—			—
Total costs of providing services	2			64			—			753			—			819
(Loss)/income from operations	(2		)	(57		)	—			86			—			27
Income from Group undertakings	—			(96		)	(24		)	(33		)	153			—
Expenses due to Group undertakings	—			58			(1		)	96			(153		)	—
Interest expense	11			9			10			5			—			35
Other expense/(income), net	—			(2		)	—			(8		)	1			(9		)
(LOSS)/INCOME FROM CONTINUING OPERATIONS BEFORE INCOME TAXES AND INTEREST IN EARNINGS OF ASSOCIATES	(13		)	(26		)	15			26			(1		)	1
(Benefit from)/provision for income taxes	—			(14		)	2			(100		)	—			(112		)
(LOSS)/INCOME FROM CONTINUING OPERATIONS BEFORE INTEREST IN EARNINGS OF ASSOCIATES	(13		)	(12		)	13			126			(1		)	113
Interest in earnings/(loss) of associates, net of tax	—			3			—			—			—			3
Equity account for subsidiaries	130			142			114			—			(386		)	—
NET INCOME/(LOSS)	117			133			127			126			(387		)	116
Loss attributable to non-controlling interests	—			—			—			1			—			1
NET INCOME/(LOSS) ATTRIBUTABLE TO WILLIS TOWERS WATSON	$	117		$	133		$	127		$	127		$	(387	)	$	117

Unaudited Condensed Consolidated Statement of Operations



	Nine Months Ended September 30, 2015
	Willis Towers Watson			The Other Guarantors			The Issuer			Other			Consolidating adjustments			Consolidated
Revenues
Commissions and fees	$	—		$	10		$	—		$	2,829		$	—		$	2,839
Interest and other income	—			1			—			15			—			16
Total revenues	—			11			—			2,844			—			2,855
Costs of providing services
Salaries and benefits	1			61			—			1,636			—			1,698
Other operating expenses	11			103			—			402			—			516
Depreciation	—			16			—			54			—			70
Amortization	—			—			—			53			—			53
Restructuring costs	—			30			—			63			—			93
Integration expenses	—			—			—			—			—			—
Total costs of providing services	12			210			—			2,208			—			2,430
(Loss)/income from operations	(12		)	(199		)	—			636			—			425
Income from Group undertakings	—			(276		)	(69		)	(82		)	427			—
Expenses due to Group undertakings	—			151			13			263			(427		)	—
Interest expense	32			30			29			12			—			103
Other expense/(income), net	8			(2		)	—			(32		)	—			(26		)
(LOSS) INCOME FROM CONTINUING OPERATIONS BEFORE INCOME TAXES AND INTEREST IN EARNINGS OF ASSOCIATES	(52		)	(102		)	27			475			—			348
(Benefit from)/provision for income taxes	—			(56		)	5			14			—			(37		)
(LOSS)/INCOME FROM CONTINUING OPERATIONS BEFORE INTEREST IN EARNINGS OF ASSOCIATES	(52		)	(46		)	22			461			—			385
Interest in earnings/(loss) of associates, net of tax	—			7			—			10			—			17
Equity account for subsidiaries	449			484			375			—			(1,308		)	—
NET INCOME/(LOSS)	397			445			397			471			(1,308		)	402
(Income) attributable to non-controlling interests	—			—			—			(5		)	—			(5		)
NET INCOME/(LOSS) ATTRIBUTABLE TO WILLIS TOWERS WATSON	$	397		$	445		$	397		$	466		$	(1,308	)	$	397

Unaudited Condensed Consolidated Statement of Operations



	Three Months Ended September 30, 2016
	Willis Towers Watson			The Other Guarantors			The Issuer			Other			Consolidating adjustments			Consolidated
Revenues
Commissions and fees	$	—		$	5		$	—		$	1,756		$	—		$	1,761
Interest and other income	—			—			—			16			—			16
Total revenues	—			5			—			1,772			—			1,777
Costs of providing services
Salaries and benefits	—			14			—			1,105			—			1,119
Other operating expenses	1			37			—			332			—			370
Depreciation	—			5			—			40			—			45
Amortization	—			—			—			157			—			157
Restructuring costs	—			14			—			35			—			49
Integration expenses	—			6			—			30			—			36
Total costs of providing services	1			76			—			1,699			—			1,776
(Loss)/income from operations	(1		)	(71		)	—			73			—			1
Income from Group undertakings	—			(155		)	(34		)	(34		)	223			—
Expenses due to Group undertakings	—			57			6			160			(223		)	—
Interest expense	8			10			22			5			—			45
Other expense/(income), net	—			—			—			14			—			14
(LOSS)/INCOME FROM CONTINUING OPERATIONS BEFORE INCOME TAXES AND INTEREST IN EARNINGS OF ASSOCIATES	(9		)	17			6			(72		)	—			(58		)
(Benefit from)/provision for income taxes	—			(19		)	—			(7		)	—			(26		)
(LOSS)/INCOME FROM CONTINUING OPERATIONS BEFORE INTEREST IN EARNINGS OF ASSOCIATES	(9		)	36			6			(65		)	—			(32		)
Interest in earnings of associates, net of tax	—			—			—			1			—			1
Equity account for subsidiaries	(23		)	(54		)	(55		)	—			132			—
NET (LOSS)/INCOME	(32		)	(18		)	(49		)	(64		)	132			(31		)
(Income)/loss attributable to non-controlling interests	—			—			—			(1		)	—			(1		)
NET (LOSS)/INCOME ATTRIBUTABLE TO WILLIS TOWERS WATSON	$	(32	)	$	(18	)	$	(49	)	$	(65	)	$	132		$	(32	)

Unaudited Condensed Consolidated Statement of Comprehensive Income



	Three Months Ended September 30, 2016
	Willis Towers Watson			The Other Guarantors			The Issuer			Other			Consolidating adjustments		Consolidated
Comprehensive (loss)/income before non-controlling interests	$	(72	)	$	(58	)	$	(77	)	$	(91	)	$	225	$	(73	)
Less: Comprehensive loss/(income) attributable to non-controlling interest	—			—			—			1			—		1
Comprehensive (loss)/income attributable to Willis Towers Watson	$	(72	)	$	(58	)	$	(77	)	$	(90	)	$	225	$	(72	)

Unaudited Condensed Consolidated Statement of Comprehensive Income



	Nine Months Ended September 30, 2016
	Willis Towers Watson		The Other Guarantors		The Issuer			Other			Consolidating adjustments			Consolidated
Comprehensive (loss)/income before non-controlling interests	$	94	$	104	$	(107	)	$	88		$	(83	)	$	96
Less: Comprehensive (income)/loss attributable to non-controlling interest	—		—		—			(2		)	—			(2		)
Comprehensive (loss)/income attributable to Willis Towers Watson	$	94	$	104	$	(107	)	$	86		$	(83	)	$	94

Unaudited Condensed Consolidated Statement of Comprehensive Income



	Three Months Ended September 30, 2015
	Willis Towers Watson		The Other Guarantors		The Issuer		Other		Consolidating adjustments			Consolidated
Comprehensive income/(loss) before non-controlling interests	$	35	$	51	$	92	$	54	$	(202	)	$	30
Less: Comprehensive (income)/loss attributable to non-controlling interest	—		—		—		5		—			5
Comprehensive income/(loss) attributable to Willis Towers Watson	$	35	$	51	$	92	$	59	$	(202	)	$	35

Unaudited Condensed Consolidated Statement of Comprehensive Income



	Nine Months Ended September 30, 2015
	Willis Towers Watson		The Other Guarantors		The Issuer		Other		Consolidating adjustments			Consolidated
Comprehensive income/(loss) before non-controlling interests	$	509	$	559	$	147	$	600	$	(1,308	)	$	507
Less: Comprehensive (income)/loss attributable to non-controlling interest	—		—		—		2		—			2
Comprehensive income/(loss) attributable to Willis Towers Watson	$	509	$	559	$	147	$	602	$	(1,308	)	$	509

Unaudited Condensed Consolidated Statement of Comprehensive Income



	Nine Months Ended September 30, 2015
	Willis Towers Watson — the Parent Issuer		The Guarantors		Other		Consolidating adjustments			Consolidated
Comprehensive income/(loss) before non-controlling interests	$	509	$	559	$	600	$	(1,161	)	$	507
Less: Comprehensive loss attributable to non-controlling interest	—		—		2		—			2
Comprehensive income/(loss) attributable to Willis Towers Watson	$	509	$	559	$	602	$	(1,161	)	$	509

Unaudited Condensed Consolidated Statement of Comprehensive Income



	Three Months Ended September 30, 2016
	Willis Towers Watson — the Parent Issuer			The Guarantors			Other			Consolidating adjustments		Consolidated
Comprehensive (loss)/income before non-controlling interests	$	(72	)	$	(58	)	$	(91	)	$	148	$	(73	)
Less: Comprehensive loss/(income) attributable to non-controlling interest	—			—			1			—		1
Comprehensive (loss)/income attributable to Willis Towers Watson	$	(72	)	$	(58	)	$	(90	)	$	148	$	(72	)

Unaudited Condensed Consolidated Statement of Comprehensive Income



	Three Months Ended September 30, 2015
	Willis Towers Watson — the Parent Issuer		The Guarantors		Other		Consolidating adjustments			Consolidated
Comprehensive income/(loss) before non-controlling interests	$	35	$	51	$	54	$	(110	)	$	30
Less: Comprehensive (income)/loss attributable to non-controlling interest	—		—		5		—			5
Comprehensive income/(loss) attributable to Willis Towers Watson	$	35	$	51	$	59	$	(110	)	$	35

Unaudited Condensed Consolidated Statement of Comprehensive Income



	Nine Months Ended September 30, 2016
	Willis Towers Watson — the Parent Issuer		The Guarantors		Other			Consolidating adjustments			Consolidated
Comprehensive income/(loss) before non-controlling interests	$	94	$	104	$	88		$	(190	)	$	96
Less: Comprehensive (income)/loss attributable to non-controlling interest	—		—		(2		)	—			(2		)
Comprehensive income/(loss) attributable to Willis Towers Watson	$	94	$	104	$	86		$	(190	)	$	94

Unaudited Condensed Consolidated Statement of Comprehensive Income



	Nine Months Ended September 30, 2016
	Willis Towers Watson		The Other Guarantors		The Issuer			Other			Consolidating adjustments			Consolidated
Comprehensive income/(loss) before non-controlling interests	$	94	$	104	$	(3	)	$	88		$	(187	)	$	96
Less: Comprehensive (income) attributable to non-controlling interest	—		—		—			(2		)	—			(2		)
Comprehensive income/(loss) attributable to Willis Towers Watson	$	94	$	104	$	(3	)	$	86		$	(187	)	$	94

Unaudited Condensed Consolidated Statement of Comprehensive Income



	Three Months Ended September 30, 2016
	Willis Towers Watson			The Other Guarantors			The Issuer			Other			Consolidating adjustments		Consolidated
Comprehensive (loss)/income before non-controlling interests	$	(72	)	$	(58	)	$	(59	)	$	(91	)	$	207	$	(73	)
Less: Comprehensive loss attributable to non-controlling interest	—			—			—			1			—		1
Comprehensive (loss)/income attributable to Willis Towers Watson	$	(72	)	$	(58	)	$	(59	)	$	(90	)	$	207	$	(72	)

Unaudited Condensed Consolidated Statement of Comprehensive Income



	Nine Months Ended September 30, 2015
	Willis Towers Watson		The Other Guarantors		The Issuer		Other		Consolidating adjustments			Consolidated
Comprehensive income/(loss) before non-controlling interests	$	509	$	559	$	522	$	600	$	(1,683	)	$	507
Less: Comprehensive loss attributable to non-controlling interest	—		—		—		2		—			2
Comprehensive income/(loss) attributable to Willis Towers Watson	$	509	$	559	$	522	$	602	$	(1,683	)	$	509

Unaudited Condensed Consolidated Statement of Comprehensive Income



	Three Months Ended September 30, 2015
	Willis Towers Watson		The Other Guarantors		The Issuer		Other		Consolidating adjustments			Consolidated
Comprehensive income/(loss) before non-controlling interests	$	35	$	51	$	48	$	54	$	(158	)	$	30
Less: Comprehensive loss attributable to non-controlling interest	—		—		—		5		—			5
Comprehensive income/(loss) attributable to Willis Towers Watson	$	35	$	51	$	48	$	59	$	(158	)	$	35

Unaudited Condensed Consolidated Balance Sheet



	As of September 30, 2016
	Willis Towers Watson		The Other Guarantors		The Issuer		Other		Consolidating adjustments			Consolidated
ASSETS
Cash and cash equivalents	$	—	$	—	$	—	$	767	$	—		$	767
Fiduciary assets	—		—		—		11,604		—			11,604
Accounts receivable, net	—		—		5		2,038		—			2,043
Prepaid and other current assets	2		69		20		283		(55		)	319
Amounts due from group undertakings	7,431		5,567		1,189		2,374		(16,561		)	—
Total current assets	7,433		5,636		1,214		17,066		(16,616		)	14,733
Investments in subsidiaries	3,900		8,319		5,945		—		(18,164		)	—
Fixed assets, net	—		33		31		747		—			811
Goodwill	—		—		—		10,483		—			10,483
Other intangible assets, net	—		64		—		4,589		(64		)	4,589
Pension benefits assets	—		—		—		857		—			857
Other non-current assets	—		2		54		273		(1		)	328
Non-current amounts due from group undertakings	—		918		823		—		(1,741		)	—
Total non-current assets	3,900		9,336		6,853		16,949		(19,970		)	17,068
TOTAL ASSETS	$	11,333	$	14,972	$	8,067	$	34,015	$	(36,586	)	$	31,801
LIABILITIES AND EQUITY
Fiduciary liabilities	$	—	$	—	$	—	$	11,604	$	—		$	11,604
Deferred revenue and accrued expenses	1		15		23		1,307		(64		)	1,282
Short-term debt and current portion of long-term debt	—		22		394		103		—			519
Other current liabilities	69		67		4		727		(55		)	812
Amounts due to group undertakings	—		8,686		2,140		5,735		(16,561		)	—
Total current liabilities	70		8,790		2,561		19,476		(16,680		)	14,217
Long-term debt	496		2,395		186		190		—			3,267
Liability for pension benefits	—		—		—		1,089		—			1,089
Deferred tax liabilities	—		—		—		1,138		(1		)	1,137
Provision for liabilities	—		—		120		473		—			593
Other non-current liabilities	—		45		15		480		4			544
Amounts due to group undertakings	—		—		518		1,223		(1,741		)	—
Total non-current liabilities	496		2,440		839		4,593		(1,738		)	6,630
TOTAL LIABILITIES	566		11,230		3,400		24,069		(18,418		)	20,847
REDEEMABLE NONCONTROLLING INTEREST	—		—		—		53		—			53
EQUITY
Total Willis Towers Watson shareholders’ equity	10,767		3,742		4,667		9,759		(18,168		)	10,767
Noncontrolling interests	—		—		—		134		—			134
Total equity	10,767		3,742		4,667		9,893		(18,168		)	10,901
TOTAL LIABILITIES AND EQUITY	$	11,333	$	14,972	$	8,067	$	34,015	$	(36,586	)	$	31,801

Unaudited Condensed Consolidated Balance Sheet



	As of December 31, 2015
	Willis Towers Watson		The Other Guarantors			The Issuer			Other		Consolidating adjustments			Consolidated
ASSETS
Cash and cash equivalents	$	3	$	2		$	—		$	527	$	—		$	532
Fiduciary assets	—		—			—			10,458		—			10,458
Accounts receivable, net	—		—			7			1,251		—			1,258
Prepaid and other current assets	1		49			18			194		(7		)	255
Amounts due from group undertakings	3,423		1,684			822			1,259		(7,188		)	—
Total current assets	3,427		1,735			847			13,689		(7,195		)	12,503
Investments in subsidiaries	—		3,208			832			—		(4,040		)	—
Fixed assets, net	—		23			35			505		—			563
Goodwill	—		—			—			3,737		—			3,737
Other intangible assets, net	—		—			—			1,115		—			1,115
Pension benefits assets	—		—			—			623		—			623
Other non-current assets	—		8			2			288		—			298
Non-current amounts due from group undertakings	—		518			785			—		(1,303		)	—
Total non-current assets	—		3,757			1,654			6,268		(5,343		)	6,336
TOTAL ASSETS	$	3,427	$	5,492		$	2,501		$	19,957	$	(12,538	)	$	18,839
LIABILITIES AND EQUITY
Fiduciary liabilities	$	—	$	—		$	—		$	10,458	$	—		$	10,458
Deferred revenue and accrued expenses	1		13			55			683		—			752
Short-term debt and current portion of long-term debt	300		609			—			79		—			988
Other current liabilities	15		38			23			534		(7		)	603
Amounts due to group undertakings	—		4,141			1,545			1,502		(7,188		)	—
Total current liabilities	316		4,801			1,623			13,256		(7,195		)	12,801
Long-term debt	495		1,203			580			—		—			2,278
Liability for pension benefits	—		—			—			279		—			279
Deferred tax liabilities	—		1			—			239		—			240
Provision for liabilities	—		—			—			295		—			295
Investments in subsidiaries	387		—			—			—		(387		)	—
Other non-current liabilities	—		21			15			497		—			533
Non-current amounts due to group undertakings	—		—			518			785		(1,303		)	—
Total non-current liabilities	882		1,225			1,113			2,095		(1,690		)	3,625
TOTAL LIABILITIES	1,198		6,026			2,736			15,351		(8,885		)	16,426
REDEEMABLE NONCONTROLLING INTEREST	—		—			—			53		—			53
EQUITY
Total Willis Towers Watson shareholders’ equity	2,229		(534		)	(235		)	4,422		(3,653		)	2,229
Noncontrolling interests	—		—			—			131		—			131
Total equity	2,229		(534		)	(235		)	4,553		(3,653		)	2,360
TOTAL LIABILITIES AND EQUITY	$	3,427	$	5,492		$	2,501		$	19,957	$	(12,538	)	$	18,839

Unaudited Condensed Consolidated Balance Sheet



	As of September 30, 2016
	Willis Towers Watson — the Parent Issuer		The Guarantors		Other		Consolidating adjustments			Consolidated
ASSETS
Cash and cash equivalents	$	—	$	—	$	767	$	—		$	767
Fiduciary assets	—		—		11,604		—			11,604
Accounts receivable, net	—		5		2,038		—			2,043
Prepaid and other current assets	2		89		283		(55		)	319
Amounts due from group undertakings	7,431		5,496		2,374		(15,301		)	—
Total current assets	7,433		5,590		17,066		(15,356		)	14,733
Investments in subsidiaries	3,900		9,596		—		(13,496		)	—
Fixed assets, net	—		64		747		—			811
Goodwill	—		—		10,483		—			10,483
Other intangible assets, net	—		64		4,589		(64		)	4,589
Pension benefits assets	—		—		857		—			857
Other non-current assets	—		56		273		(1		)	328
Non-current amounts due from group undertakings	—		1,223		—		(1,223		)	—
Total non-current assets	3,900		11,003		16,949		(14,784		)	17,068
TOTAL ASSETS	$	11,333	$	16,593	$	34,015	$	(30,140	)	$	31,801
LIABILITIES AND EQUITY
Fiduciary liabilities	$	—	$	—	$	11,604	$	—		$	11,604
Deferred revenue and accrued expenses	1		38		1,307		(64		)	1,282
Short-term debt and current portion of long-term debt	—		416		103		—			519
Other current liabilities	69		71		727		(55		)	812
Amounts due to group undertakings	—		9,566		5,735		(15,301		)	—
Total current liabilities	70		10,091		19,476		(15,420		)	14,217
Long-term debt	496		2,581		190		—			3,267
Liability for pension benefits	—		—		1,089		—			1,089
Deferred tax liabilities	—		—		1,138		(1		)	1,137
Provision for liabilities	—		120		473		—			593
Other non-current liabilities	—		59		480		5			544
Non-current amounts due to group undertakings	—		—		1,223		(1,223		)	—
Total non-current liabilities	496		2,760		4,593		(1,219		)	6,630
TOTAL LIABILITIES	566		12,851		24,069		(16,639		)	20,847
REDEEMABLE NONCONTROLLING INTEREST	—		—		53		—			53
EQUITY
Total Willis Towers Watson shareholders’ equity	10,767		3,742		9,759		(13,501		)	10,767
Noncontrolling interests	—		—		134		—			134
Total equity	10,767		3,742		9,893		(13,501		)	10,901
TOTAL LIABILITIES AND EQUITY	$	11,333	$	16,593	$	34,015	$	(30,140	)	$	31,801

Unaudited Condensed Consolidated Balance Sheet



	As of December 31, 2015
	Willis Towers Watson — the Parent Issuer		The Guarantors			Other		Consolidating adjustments			Consolidated
ASSETS
Cash and cash equivalents	$	3	$	2		$	527	$	—		$	532
Fiduciary assets	—		—			10,458		—			10,458
Accounts receivable, net	—		7			1,251		—			1,258
Prepaid and other current assets	1		67			194		(7		)	255
Amounts due from group undertakings	3,423		1,257			1,259		(5,939		)	—
Total current assets	3,427		1,333			13,689		(5,946		)	12,503
Investments in subsidiaries	—		4,275			—		(4,275		)	—
Fixed assets, net	—		58			505		—			563
Goodwill	—		—			3,737		—			3,737
Other intangible assets, net	—		—			1,115		—			1,115
Pension benefits assets	—		—			623		—			623
Other non-current assets	—		10			288		—			298
Non-current amounts due from group undertakings	—		785			—		(785		)	—
Total non-current assets	—		5,128			6,268		(5,060		)	6,336
TOTAL ASSETS	$	3,427	$	6,461		$	19,957	$	(11,006	)	$	18,839
LIABILITIES AND EQUITY
Fiduciary liabilities	$	—	$	—		$	10,458	$	—		$	10,458
Deferred revenue and accrued expenses	1		68			683		—			752
Short-term debt and current portion of long-term debt	300		609			79		—			988
Other current liabilities	15		61			534		(7		)	603
Amounts due to group undertakings	—		4,437			1,502		(5,939		)	—
Total current liabilities	316		5,175			13,256		(5,946		)	12,801
Investments in subsidiaries	387		—			—		(387		)	—
Long-term debt	495		1,783			—		—			2,278
Liability for pension benefits	—		—			279		—			279
Deferred tax liabilities	—		1			239		—			240
Provision for liabilities	—		—			295		—			295
Other non-current liabilities	—		36			497		—			533
Non-current amounts due to group undertakings	—		—			785		(785		)	—
Total non-current liabilities	882		1,820			2,095		(1,172		)	3,625
TOTAL LIABILITIES	1,198		6,995			15,351		(7,118		)	16,426
REDEEMABLE NONCONTROLLING INTEREST	—		—			53		—			53
EQUITY
Total Willis Towers Watson shareholders’ equity	2,229		(534		)	4,422		(3,888		)	2,229
Noncontrolling interests	—		—			131		—			131
Total equity	2,229		(534		)	4,553		(3,888		)	2,360
TOTAL LIABILITIES AND EQUITY	$	3,427	$	6,461		$	19,957	$	(11,006	)	$	18,839

Unaudited Condensed Consolidated Balance Sheet



	As of September 30, 2016
	Willis Towers Watson		The Other Guarantors		The Issuer		Other		Consolidating adjustments			Consolidated
ASSETS
Cash and cash equivalents	$	—	$	—	$	—	$	767	$	—		$	767
Fiduciary assets	—		—		—		11,604		—			11,604
Accounts receivable, net	—		5		—		2,038		—			2,043
Prepaid and other current assets	2		94		2		283		(62		)	319
Amounts due from group undertakings	7,431		4,549		1,750		2,374		(16,104		)	—
Total current assets	7,433		4,648		1,752		17,066		(16,166		)	14,733
Investments in subsidiaries	3,900		9,401		8,141		—		(21,442		)	—
Fixed assets, net	—		64		—		747		—			811
Goodwill	—		—		—		10,483		—			10,483
Other intangible assets, net	—		64		—		4,589		(64		)	4,589
Pension benefits assets	—		—		—		857		—			857
Other non-current assets	—		56		—		273		(1		)	328
Non-current amounts due from group undertakings	—		1,253		918		—		(2,171		)	—
Total non-current assets	3,900		10,838		9,059		16,949		(23,678		)	17,068
TOTAL ASSETS	$	11,333	$	15,486	$	10,811	$	34,015	$	(39,844	)	$	31,801
LIABILITIES AND EQUITY
Fiduciary liabilities	$	—	$	—	$	—	$	11,604	$	—		$	11,604
Deferred revenue and accrued expenses	1		36		2		1,307		(64		)	1,282
Short-term debt and current portion of long-term debt	—		394		22		103		—			519
Other current liabilities	69		62		16		727		(62		)	812
Amounts due to group undertakings	—		10,369		—		5,735		(16,104		)	—
Total current liabilities	70		10,861		40		19,476		(16,230		)	14,217
Long-term debt	496		186		2,395		190		—			3,267
Liability for pension benefits	—		—		—		1,089		—			1,089
Deferred tax liabilities	—		—		—		1,138		(1		)	1,137
Provision for liabilities	—		120		—		473		—			593
Other non-current liabilities	—		59		—		480		5			544
Non-current amounts due to group undertakings	—		518		430		1,223		(2,171		)	—
Total non-current liabilities	496		883		2,825		4,593		(2,167		)	6,630
TOTAL LIABILITIES	566		11,744		2,865		24,069		(18,397		)	20,847
REDEEMABLE NONCONTROLLING INTEREST	—		—		—		53		—			53
EQUITY
Total Willis Towers Watson shareholders’ equity	10,767		3,742		7,946		9,759		(21,447		)	10,767
Noncontrolling interests	—		—		—		134		—			134
Total equity	10,767		3,742		7,946		9,893		(21,447		)	10,901
TOTAL LIABILITIES AND EQUITY	$	11,333	$	15,486	$	10,811	$	34,015	$	(39,844	)	$	31,801

Unaudited Condensed Consolidated Balance Sheet



	As of December 31, 2015
	Willis Towers Watson		The Other Guarantors			The Issuer		Other		Consolidating adjustments			Consolidated
ASSETS
Cash and cash equivalents	$	3	$	2		$	—	$	527	$	—		$	532
Fiduciary assets	—		—			—		10,458		—			10,458
Accounts receivable, net	—		7			—		1,251		—			1,258
Prepaid and other current assets	1		72			—		194		(12		)	255
Amounts due from group undertakings	3,423		951			1,538		1,259		(7,171		)	—
Total current assets	3,427		1,032			1,538		13,689		(7,183		)	12,503
Investments in subsidiaries	—		4,069			3,092		—		(7,161		)	—
Fixed assets, net	—		58			—		505		—			563
Goodwill	—		—			—		3,737		—			3,737
Other intangible assets, net	—		—			—		1,115		—			1,115
Pension benefits assets	—		—			—		623		—			623
Other non-current assets	—		9			1		288		—			298
Non-current amounts due from group undertakings	—		785			518		—		(1,303		)	—
Total non-current assets	—		4,921			3,611		6,268		(8,464		)	6,336
TOTAL ASSETS	$	3,427	$	5,953		$	5,149	$	19,957	$	(15,647	)	$	18,839
LIABILITIES AND EQUITY
Fiduciary liabilities	$	—	$	—		$	—	$	10,458	$	—		$	10,458
Deferred revenue and accrued expenses	1		68			—		683		—			752
Short-term debt and current portion of long-term debt	300		—			609		79		—			988
Other current liabilities	15		50			16		534		(12		)	603
Amounts due to group undertakings	—		5,234			435		1,502		(7,171		)	—
Total current liabilities	316		5,352			1,060		13,256		(7,183		)	12,801
Investment in subsidiaries	387		—			—		—		(387		)	—
Long-term debt	495		580			1,203		—		—			2,278
Liability for pension benefits	—		—			—		279		—			279
Deferred tax liabilities	—		1			—		239		—			240
Provision for liabilities	—		—			—		295		—			295
Other non-current liabilities	—		36			—		497		—			533
Non-current amounts due to group undertakings	—		518			—		785		(1,303		)	—
Total non-current liabilities	882		1,135			1,203		2,095		(1,690		)	3,625
TOTAL LIABILITIES	1,198		6,487			2,263		15,351		(8,873		)	16,426
REDEEMABLE NONCONTROLLING INTEREST	—		—			—		53		—			53
EQUITY
Total Willis Towers Watson shareholders’ equity	2,229		(534		)	2,886		4,422		(6,774		)	2,229
Noncontrolling interests	—		—			—		131		—			131
Total equity	2,229		(534		)	2,886		4,553		(6,774		)	2,360
TOTAL LIABILITIES AND EQUITY	$	3,427	$	5,953		$	5,149	$	19,957	$	(15,647	)	$	18,839

Unaudited Condensed Consolidated Statement of Cash Flows



	Nine Months Ended September 30, 2016
	Willis Towers Watson			The Other Guarantors			The Issuer			Other			Consolidating adjustments			Consolidated
NET CASH FROM/(USED IN) OPERATING ACTIVITIES	$	6		$	(130	)	$	(175	)	$	976		$	(69	)	$	608
CASH FLOWS FROM/(USED IN) INVESTING ACTIVITIES
Additions to fixed assets and software for internal use	—			(76		)	(8		)	(131		)	64			(151		)
Capitalized software costs	—			—			—			(64		)	—			(64		)
Acquisitions of operations, net of cash acquired	—			—			—			476			—			476
Other, net	—			—			1			16			5			22
Proceeds from intercompany investing activities	47			47			—			18			(112		)	—
Repayments of intercompany investing activities	(4,015		)	(3,953		)	—			(805		)	8,773			—
Reduction in investment in subsidiaries	4,600			3,600			—			—			(8,200		)	—
Additional investment in subsidiaries	—			(4,600		)	—			(3,600		)	8,200			—
Net cash from/(used in) investing activities	$	632		$	(4,982	)	$	(7	)	$	(4,090	)	$	8,730		$	283
CASH FLOWS (USED IN)/FROM FINANCING ACTIVITIES
Net (repayments)/borrowings on revolving credit facility	—			(389		)	—			—			—			(389		)
Senior notes issued	—			1,606			—			—			—			1,606
Proceeds from issue of other debt	—			400			—			4			—			404
Debt issuance costs	—			(14		)	—			—			—			(14		)
Repayments of debt	(300		)	(1,032		)	—			(529		)	—			(1,861		)
Repurchase of shares	(222		)	—			—			—			—			(222		)
Proceeds from issuance of shares and excess tax benefit	44			—			—			—			—			44
Payments of deferred and contingent consideration related to acquisitions	—			—			—			(64		)	—			(64		)
Dividends paid	(133		)	—			—			—			—			(133		)
Acquisitions of and dividends paid to noncontrolling interests	—			—			—			(17		)	—			(17		)
Proceeds from intercompany financing activities	—			4,557			199			4,017			(8,773		)	—
Repayments of intercompany financing activities	(30		)	(18		)	(17		)	(47		)	112			—
Net cash (used in)/from financing activities	$	(641	)	$	5,110		$	182		$	3,364		$	(8,661	)	$	(646	)
(DECREASE)/INCREASE IN CASH AND CASH EQUIVALENTS	(3		)	(2		)	—			250			—			245
Effect of exchange rate changes on cash and cash equivalents	—			—			—			(10		)	—			(10		)
CASH AND CASH EQUIVALENTS, BEGINNING OF PERIOD	3			2			—			527			—			532
CASH AND CASH EQUIVALENTS, END OF PERIOD	$	—		$	—		$	—		$	767		$	—		$	767

Unaudited Condensed Consolidated Statement of Cash Flows



	Nine Months Ended September 30, 2015
	Willis Towers Watson			The Other Guarantors			The Issuer			Other			Consolidating adjustments			Consolidated
NET CASH (USED IN)/FROM OPERATING ACTIVITIES	$	(16	)	$	96		$	5		$	28		$	—		$	113
CASH FLOWS FROM/(USED IN) INVESTING ACTIVITIES
Additions to fixed assets and software for internal use	—			(5		)	(6		)	(89		)	—			(100		)
Acquisitions of operations, net of cash acquired	—			—			—			(293		)	—			(293		)
Net proceeds from sale of operations	—			—			—			45			—			45
Proceeds from intercompany investing activities	160			49			82			149			(440		)	—
Repayments of intercompany investing activities	—			(268		)	—			(269		)	537			—
Additional investment in subsidiaries	—			(274		)	—			—			274			—
Net cash from/(used in) investing activities	$	160		$	(498	)	$	76		$	(457	)	$	371		$	(348	)
CASH FLOWS (USED IN)/FROM FINANCING ACTIVITIES
Net (repayments)/borrowings on revolving credit facility	—			420			—			—			—			420
Debt issuance costs	—			—			—			(1		)	—			(1		)
Repayments of debt	—			(11		)	(148		)	—			—			(159		)
Repurchase of shares	(82		)	—			—			—			—			(82		)
Proceeds from issuance of shares and excess tax benefit	95			—			—			279			(274		)	100
Dividends paid	(165		)	—			—			—			—			(165		)
Acquisitions of and dividends paid to noncontrolling interests	—			—			—			(19		)	—			(19		)
Proceeds from intercompany financing activities	—			202			67			268			(537		)	—
Repayments of intercompany financing activities	—			(208		)	—			(232		)	440			—
Net cash (used in)/from financing activities	$	(152	)	$	403		$	(81	)	$	295		$	(371	)	$	94
DECREASE IN CASH AND CASH EQUIVALENTS	(8		)	1			—			(134		)	—			(141		)
Effect of exchange rate changes on cash and cash equivalents	—			—			—			(28		)	—			(28		)
CASH AND CASH EQUIVALENTS, BEGINNING OF PERIOD	9			2			—			624			—			635
CASH AND CASH EQUIVALENTS, END OF PERIOD	$	1		$	3		$	—		$	462		$	—		$	466

Unaudited Condensed Consolidated Statement of Cash Flows



	Nine Months Ended September 30, 2016
	Willis Towers Watson — the Parent Issuer			The Guarantors			Other			Consolidating adjustments			Consolidated
NET CASH FROM/(USED IN) OPERATING ACTIVITIES	$	6		$	(305	)	$	976		$	(69	)	$	608
CASH FLOWS FROM/(USED IN) INVESTING ACTIVITIES
Additions to fixed assets and software for internal use	—			(84		)	(131		)	64			(151		)
Capitalized software costs	—			—			(64		)	—			(64		)
Acquisitions of operations, net of cash acquired	—			—			476			—			476
Other, net	—			1			16			5			22
Proceeds from intercompany investing activities	47			30			18			(95		)	—
Repayments of intercompany investing activities	(4,015		)	(3,953		)	(805		)	8,773			—
Reduction in investment in subsidiaries	4,600			3,600			—			(8,200		)	—
Additional investment in subsidiaries	—			(4,600		)	(3,600		)	8,200			—
Net cash from/(used in) investing activities	$	632		$	(5,006	)	$	(4,090	)	$	8,747		$	283
CASH FLOWS (USED IN)/FROM FINANCING ACTIVITIES
Net (repayments)/borrowings on revolving credit facility	—			(389		)	—			—			(389		)
Senior notes issued	—			1,606			—			—			1,606
Proceeds from issue of other debt	—			400			4			—			404
Debt issuance costs	—			(14		)	—			—			(14		)
Repayments of debt	(300		)	(1,032		)	(529		)	—			(1,861		)
Repurchase of shares	(222		)	—			—			—			(222		)
Proceeds from issuance of shares and excess tax benefit	44			—			—			—			44
Payments of deferred and contingent consideration related to acquisitions	—			—			(64		)	—			(64		)
Dividends paid	(133		)	—			—			—			(133		)
Acquisitions of and dividends paid to noncontrolling interests	—			—			(17		)	—			(17		)
Proceeds from intercompany financing activities	—			4,756			4,017			(8,773		)	—
Repayments of intercompany financing activities	(30		)	(18		)	(47		)	95			—
Net cash (used in)/from financing activities	$	(641	)	$	5,309		$	3,364		$	(8,678	)	$	(646	)
(DECREASE)/INCREASE IN CASH AND CASH EQUIVALENTS	(3		)	(2		)	250			—			245
Effect of exchange rate changes on cash and cash equivalents	—			—			(10		)	—			(10		)
CASH AND CASH EQUIVALENTS, BEGINNING OF PERIOD	3			2			527			—			532
CASH AND CASH EQUIVALENTS, END OF PERIOD	$	—		$	—		$	767		$	—		$	767

Unaudited Condensed Consolidated Statement of Cash Flows



	Nine Months Ended September 30, 2015
	Willis Towers Watson — the Parent Issuer			The Guarantors			Other			Consolidating adjustments			Consolidated
NET CASH (USED IN)/FROM OPERATING ACTIVITIES	$	(16	)	$	101		$	28		$	—		$	113
CASH FLOWS FROM/(USED IN) INVESTING ACTIVITIES
Additions to fixed assets and software for internal use	—			(11		)	(89		)	—			(100		)
Acquisitions of operations, net of cash acquired	—			—			(293		)	—			(293		)
Net proceeds from sale of operations	—			—			45			—			45
Proceeds from intercompany investing activities	160			131			149			(440		)	—
Repayments of intercompany investing activities	—			(268		)	(269		)	537			—
Additional investment in subsidiaries	—			(274		)	—			274			—
Net cash from/(used in) investing activities	$	160		$	(422	)	$	(457	)	$	371		$	(348	)
CASH FLOWS (USED IN)/FROM FINANCING ACTIVITIES
Net (repayments)/borrowings on revolving credit facility	—			420			—			—			420
Debt issuance costs	—			—			(1		)	—			(1		)
Repayments of debt	—			(159		)	—			—			(159		)
Repurchase of shares	(82		)	—			—			—			(82		)
Proceeds from issuance of shares and excess tax benefit	95			—			279			(274		)	100
Dividends paid	(165		)	—			—			—			(165		)
Acquisitions of and dividends paid to noncontrolling interests	—			—			(19		)	—			(19		)
Proceeds from intercompany financing activities	—			269			268			(537		)	—
Repayments of intercompany financing activities	—			(208		)	(232		)	440			—
Net cash (used in)/from financing activities	$	(152	)	$	322		$	295		$	(371	)	$	94
DECREASE IN CASH AND CASH EQUIVALENTS	(8		)	1			(134		)	—			(141		)
Effect of exchange rate changes on cash and cash equivalents	—			—			(28		)	—			(28		)
CASH AND CASH EQUIVALENTS, BEGINNING OF PERIOD	9			2			624			—			635
CASH AND CASH EQUIVALENTS, END OF PERIOD	$	1		$	3		$	462		$	—		$	466

Unaudited Condensed Consolidated Statement of Cash Flows



	Nine Months Ended September 30, 2016
	Willis Towers Watson			The Other Guarantors			The Issuer			Other			Consolidating adjustments			Consolidated
NET CASH FROM/(USED IN) OPERATING ACTIVITIES	$	6		$	(314	)	$	9		$	976		$	(69	)	$	608
CASH FLOWS FROM/(USED IN) INVESTING ACTIVITIES
Additions to fixed assets and software for internal use	—			(84		)	—			(131		)	64			(151		)
Capitalized software costs	—			—			—			(64		)	—			(64		)
Acquisitions of operations, net of cash acquired	—			—			—			476			—			476
Other, net	—			1			—			16			5			22
Proceeds from intercompany investing activities	47			42			17			18			(124		)	—
Repayments of intercompany investing activities	(4,015		)	(3,386		)	(567		)	(805		)	8,773			—
Reduction in investment in subsidiaries	4,600			3,600			—			—			(8,200		)	—
Additional investment in subsidiaries	—			(4,600		)	—			(3,600		)	8,200			—
Net cash from/(used in) investing activities	$	632		$	(4,427	)	$	(550	)	$	(4,090	)	$	8,718		$	283
CASH FLOWS (USED IN)/FROM FINANCING ACTIVITIES
Net (repayments)/borrowings on revolving credit facility	—			—			(389		)	—			—			(389		)
Senior notes issued	—			—			1,606			—			—			1,606
Proceeds from issue of other debt	—			—			400			4			—			404
Debt issuance costs	—			—			(14		)	—			—			(14		)
Repayments of debt	(300		)	—			(1,032		)	(529		)	—			(1,861		)
Repurchase of shares	(222		)	—			—			—			—			(222		)
Proceeds from issuance of shares and excess tax benefit	44			—			—			—			—			44
Payments of deferred and contingent consideration related to acquisitions	—			—			—			(64		)	—			(64		)
Dividends paid	(133		)	—			—			—			—			(133		)
Acquisitions of and dividends paid to noncontrolling interests	—			—			—			(17		)	—			(17		)
Proceeds from intercompany financing activities	—			4,756			—			4,017			(8,773		)	—
Repayments of intercompany financing activities	(30		)	(17		)	(30		)	(47		)	124			—
Net cash (used in)/from financing activities	$	(641	)	$	4,739		$	541		$	3,364		$	(8,649	)	$	(646	)
(DECREASE)/INCREASE IN CASH AND CASH EQUIVALENTS	(3		)	(2		)	—			250			—			245
Effect of exchange rate changes on cash and cash equivalents	—			—			—			(10		)	—			(10		)
CASH AND CASH EQUIVALENTS, BEGINNING OF PERIOD	3			2			—			527			—			532
CASH AND CASH EQUIVALENTS, END OF PERIOD	$	—		$	—		$	—		$	767		$	—		$	767

Unaudited Condensed Consolidated Statement of Cash Flows



	Nine Months Ended September 30, 2015
	Willis Towers Watson			The Other Guarantors			The Issuer			Other			Consolidating adjustments			Consolidated
NET CASH (USED IN)/FROM OPERATING ACTIVITIES	$	(16	)	$	93		$	8		$	28		$	—		$	113
CASH FLOWS FROM/(USED IN) INVESTING ACTIVITIES
Additions to fixed assets and software for internal use	—			(11		)	—			(89		)	—			(100		)
Acquisitions of operations, net of cash acquired	—			—			—			(293		)	—			(293		)
Net proceeds from sale of operations	—			—			—			45			—			45
Other, net	—			—			—			—			—			—
Proceeds from intercompany investing activities	160			131			—			149			(440		)	—
Repayments of intercompany investing activities	—			—			(268		)	(269		)	537			—
Additional investment in subsidiaries	—			(274		)	—			—			274			—
Net cash from/(used in) investing activities	$	160		$	(154	)	$	(268	)	$	(457	)	$	371		$	(348	)
CASH FLOWS (USED IN)/FROM FINANCING ACTIVITIES
Net (repayments)/borrowings on revolving credit facility	—			—			420			—			—			420
Debt issuance costs	—			—			—			(1		)	—			(1		)
Repayments of debt	—			(148		)	(11		)	—			—			(159		)
Repurchase of shares	(82		)	—			—			—			—			(82		)
Proceeds from issuance of shares and excess tax benefit	95			—			—			279			(274		)	100
Dividends paid	(165		)	—			—			—			—			(165		)
Acquisitions of and dividends paid to noncontrolling interests	—			—			—			(19		)	—			(19		)
Proceeds from intercompany financing activities	—			269			—			268			(537		)	—
Repayments of intercompany financing activities	—			(59		)	(149		)	(232		)	440			—
Net cash (used in)/from financing activities	$	(152	)	$	62		$	260		$	295		$	(371	)	$	94
DECREASE IN CASH AND CASH EQUIVALENTS	(8		)	1			—			(134		)	—			(141		)
Effect of exchange rate changes on cash and cash equivalents	—			—			—			(28		)	—			(28		)
CASH AND CASH EQUIVALENTS, BEGINNING OF PERIOD	9			2			—			624			—			635
CASH AND CASH EQUIVALENTS, END OF PERIOD	$	1		$	3		$	—		$	462		$	—		$	466

Basis of Presentation and Significant Accounting Policies (Details)	9 Months Ended
	Sep. 30, 2016 arrangement
Accounting Policies [Abstract]
Number of fixed-fee arrangements	4
Delivered software, initial license and maintenance
Deferred Revenue Arrangement [Line Items]
Initial contract term used to recognize fees	1 year

Merger and Acquisitions - Narrative (Details) $ / shares in Units, € in Millions						3 Months Ended	9 Months Ended
	Jan. 04, 2016 USD ($) $ / shares shares	Dec. 29, 2015 EUR (€) shares	Dec. 29, 2015 USD ($) $ / shares	Nov. 20, 2015	May 31, 2015 USD ($)	Sep. 30, 2016 USD ($) $ / shares	Sep. 30, 2016 USD ($) $ / shares	Dec. 31, 2015 $ / shares	Dec. 29, 2015 USD ($) shares
Business Acquisition [Line Items]
Purchase price allocation adjustments							$ 7,000,000
Value of equity awards assumed							$ 37,000,000
Towers Watson & Co. [Member]
Business Acquisition [Line Items]
Duration that entity has been in existence (more than)							100 years
Conversion of Towers Watson stock to Willis stock, conversion ratio	2.6490
Dividends paid per share (usd per share) \| $ / shares			$ 10
Dividends paid			$ 694,000,000
Common shares outstanding \| shares	69,000,000	69,000,000							69,000,000
Business Combination, Provisional Information, Initial Accounting Incomplete, Adjustment, Intangibles							$ (120,000,000)
Business Combination, Provisional Information, Initial Accounting Incomplete, Adjustments Related to Previous Period						$ 9,000,000
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Cash and Equivalents	$ 476,000,000
Purchase price allocation adjustments							51,000,000
Goodwill, tax deductible	0
Business Combination, Pro Forma Information, Revenue of Acquiree since Acquisition Date, Actual						909,000,000	2,700,000,000
Business Combination, Pro Forma Information, Earnings or Loss of Acquiree since Acquisition Date, Actual						46,000,000	$ 108,000,000
Value of equity awards assumed	37,000,000
Total consideration	$ 8,723,000,000
Towers Watson & Co. [Member] \| Stock options
Business Acquisition [Line Items]
Share-based Compensation Arrangement by Share-based Payment Award, Number of Awards Converted from Acquiree to Acquirer \| shares	592,486
Value of equity awards assumed	$ 7,000,000
Fair value of outstanding options related to post-acquistion employee service	$ 13,000,000
Towers Watson & Co. [Member] \| Restricted Stock Units
Business Acquisition [Line Items]
Share-based Compensation Arrangement by Share-based Payment Award, Number of Awards Converted from Acquiree to Acquirer \| shares	597,307
Value of equity awards assumed	$ 30,000,000
Fair value of outstanding units related to post-acquistion employee service	$ 32,000,000
Gras Savoye
Business Acquisition [Line Items]
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Cash and Equivalents									$ 87,000,000
Business Combination, Provisional Information, Initial Accounting Incomplete, Adjustment, Equity Interests						(7,000,000)
Purchase price allocation adjustments						$ 7,000,000
Percentage of interest acquired		70.00%							70.00%
Total consideration		€ 544	592,000,000
Consideration paid in cash			582,000,000
Remeasurement fair value of previously held interest in acquisition		€ 221	241,000,000
Total basis in acquiree		100.00%							100.00%
Fair value basis of acquisition		€ 765							$ 833,000,000
Discounted fair value of deferred consideration			$ 10,000,000
Business Combination, Consideration Transferred, Liabilities Incurred, Payment Period One		1 year	1 year
Business Combination, Consideration Transferred, Liabilities Incurred, Payment Period Two		2 years	2 years
Miller
Business Acquisition [Line Items]
Percentage of interest acquired					85.00%
Total consideration					$ 401,000,000
Consideration paid in cash					232,000,000
Discounted fair value of deferred consideration					124,000,000
Discounted fair value of contingent consideration liability					$ 29,000,000
Business Combination, Consideration Transferred, Liabilities Incurred, Payment Period One					1 year
Business Combination, Consideration Transferred, Liabilities Incurred, Payment Period Two					2 years
Business Combination, Consideration Transferred, Liabilities Incurred, Payment Period Three					3 years
Business Combination, Contingent Consideration, Liability, Period for Payment					3 years
Ordinary shares, $0.000304635 nominal value
Business Acquisition [Line Items]
Ordinary shares, nominal value (usd per share) \| $ / shares	$ 0.000304635000					$ 0.000304635	$ 0.000304635	$ 0.000304635
Ordinary shares, $0.000304635 nominal value \| Towers Watson & Co. [Member]
Business Acquisition [Line Items]
Conversion of Towers Watson stock to Willis stock, conversion ratio	2.6490
Ordinary shares, $0.000115 nominal value \| Towers Watson & Co. [Member]
Business Acquisition [Line Items]
Ordinary shares, nominal value (usd per share) \| $ / shares	$ 0.000115
Line of Credit \| 1-year Term Loan Facility Matures 2016 \| Term Loan
Business Acquisition [Line Items]
Term loan period				1 year			1 year
Towers Watson Deferred Tax Liability [Member] \| Towers Watson & Co. [Member]
Business Acquisition [Line Items]
Business Combination, Provisional Information, Initial Accounting Incomplete, Adjustment, Financial Liabilities							$ 51,000,000
Pension and Other Postretirement Liability [Member] \| Towers Watson & Co. [Member]
Business Acquisition [Line Items]
Business Combination, Provisional Information, Initial Accounting Incomplete, Adjustment, Financial Liabilities							$ 27,000,000

Merger and Acquisitions - Preliminary Calculation of Aggregate Merger Consideration (Details) $ / shares in Units, € in Millions, shares in Millions, $ in Millions				9 Months Ended
	Jan. 04, 2016 USD ($) $ / shares shares	Dec. 29, 2015 EUR (€) shares	Dec. 29, 2015 USD ($) shares	Sep. 30, 2016 USD ($)
Business Acquisition [Line Items]
Value of equity awards assumed				$ 37
Gras Savoye
Business Acquisition [Line Items]
Preliminary estimated aggregate Merger Consideration		€ 544	$ 592
Towers Watson & Co. [Member]
Business Acquisition [Line Items]
Number of shares of Towers Watson common stock outstanding as of January 4, 2016 \| shares	69	69	69
Exchange ratio	2.6490
Fair value of 184 million Willis ordinary shares	$ 8,686
Value of equity awards assumed	37
Preliminary estimated aggregate Merger Consideration	$ 8,723
Towers Watson & Co. [Member] \| Willis Group Holdings
Business Acquisition [Line Items]
Number of Willis Group Holdings shares issued (prior to reverse stock split) \| shares	184
Willis Group Holdings price per share on January 4, 2016 \| $ / shares	$ 47.18

Merger and Acquisitions - Schedule of Fair Values of the Identifiable Assets Acquired and Liabilities Assumed (Details) € in Millions, $ in Millions	Jan. 04, 2016 USD ($)	Dec. 29, 2015 EUR (€)	Dec. 29, 2015 USD ($)	Sep. 30, 2016 USD ($)	Dec. 31, 2015 USD ($)	Dec. 29, 2015 USD ($)
Business Acquisition [Line Items]
Goodwill				$ 10,483	$ 3,737
Towers Watson & Co. [Member]
Business Acquisition [Line Items]
Cash and cash equivalents	$ 476
Accounts receivable, net	825
Other current assets	95
Fixed assets, net	204
Goodwill	6,753
Intangible assets	3,991
Pension benefits assets	67
Other non-current assets	83
Deferred tax liabilities	(1,123)
Liability for pension benefits	(914)
Other current liabilities (i)	(702)
Other non-current liabilities (ii)	(276)
Long term debt, including current portion	(740)
Net assets acquired	8,739
Noncontrolling interest acquired	(16)
Allocated Aggregate Merger Consideration	8,723
Dividends paid			$ 694
Towers Watson & Co. [Member] \| Towers Watson Debt, Due on Change of Control
Business Acquisition [Line Items]
Long term debt, including current portion	(400)
Repayments of debt	400
Towers Watson & Co. [Member] \| Towers Watson Debt, Due on Change of Control \| Term Loan
Business Acquisition [Line Items]
Long term debt, including current portion	(188)
Towers Watson & Co. [Member] \| Towers Watson Debt, Due on Change of Control \| Line of Credit \| Revolving Credit Facility
Business Acquisition [Line Items]
Long term debt, including current portion	(212)
Towers Watson & Co. [Member] \| Towers Watson New Term Loan \| Term Loan
Business Acquisition [Line Items]
Proceeds from issuance of debt			340
Gras Savoye
Business Acquisition [Line Items]
Cash and cash equivalents						$ 87
Fiduciary assets						625
Accounts receivable, net						89
Goodwill						583
Intangible assets						440
Other non-current assets						55
Fiduciary liabilities						(625)
Deferred revenue and accrued expenses						(80)
Deferred tax liabilities						(86)
Other non-current liabilities (ii)						(178)
Long term debt, including current portion						(80)
Net assets acquired						830
Decrease in paid in capital for purchase of noncontrolling interest						43
Noncontrolling interest acquired						(40)
Allocated Aggregate Merger Consideration		€ 544	$ 592
Preliminary purchase price allocation		€ 765				$ 833
Towers Watson Accounts Payable, Accrued Liabilities, and Deferred Compensation [Member] \| Towers Watson & Co. [Member]
Business Acquisition [Line Items]
Other current liabilities (i)	(347)
Towers Watson Employee-related Liabilities [Member] \| Towers Watson & Co. [Member]
Business Acquisition [Line Items]
Other current liabilities (i)	(351)
Towers Watson Other Current Liabilities [Member] \| Towers Watson & Co. [Member]
Business Acquisition [Line Items]
Other current liabilities (i)	(4)
Towers Watson Acquired Contingent Liabilities [Member] \| Towers Watson & Co. [Member]
Business Acquisition [Line Items]
Other non-current liabilities (ii)	$ (242)

Merger and Acquisitions - Schedule of Acquired Intangible Assets (Details) € in Millions, $ in Millions			9 Months Ended
	Jan. 04, 2016 USD ($)	Dec. 29, 2015 USD ($)	Sep. 30, 2016 USD ($)	Dec. 31, 2015 USD ($)	Dec. 29, 2015 EUR (€)	Dec. 29, 2015 USD ($)
Acquired Finite-Lived Intangible Assets [Line Items]
Intangible assets acquired			$ 3,944
Goodwill			10,483	$ 3,737
Customer relationships
Acquired Finite-Lived Intangible Assets [Line Items]
Intangible assets acquired			2,224
Software
Acquired Finite-Lived Intangible Assets [Line Items]
Intangible assets acquired			663
Product
Acquired Finite-Lived Intangible Assets [Line Items]
Intangible assets acquired			42
Favorable agreements
Acquired Finite-Lived Intangible Assets [Line Items]
Intangible assets acquired			$ 11
Towers Watson & Co. [Member]
Acquired Finite-Lived Intangible Assets [Line Items]
Intangible assets acquired	$ 3,991
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Current Assets, Receivables	825
Goodwill	6,753
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Intangible Assets, Other than Goodwill	3,991
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Other Noncurrent Assets	83
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Noncurrent Liabilities, Long-term Debt	740
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Deferred Tax Liabilities	1,123
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Noncurrent Liabilities, Other	276
Business Combination, Recognized Identifiable Assets Acquired, Goodwill, and Liabilities Assumed, Net	8,739
Business Combination, Acquisition of Less than 100 Percent, Noncontrolling Interest, Fair Value	16
Towers Watson & Co. [Member] \| Customer relationships
Acquired Finite-Lived Intangible Assets [Line Items]
Intangible assets acquired	$ 2,221
Weighted Average Useful Life	15 years
Towers Watson & Co. [Member] \| Product
Acquired Finite-Lived Intangible Assets [Line Items]
Intangible assets acquired	$ 42
Weighted Average Useful Life	20 years 6 months
Towers Watson & Co. [Member] \| IPR&D
Acquired Finite-Lived Intangible Assets [Line Items]
Intangible assets acquired	$ 39
Towers Watson & Co. [Member] \| Trade name
Acquired Finite-Lived Intangible Assets [Line Items]
Intangible assets acquired	$ 1,003
Weighted Average Useful Life	25 years
Towers Watson & Co. [Member] \| Favorable agreements
Acquired Finite-Lived Intangible Assets [Line Items]
Intangible assets acquired	$ 11
Weighted Average Useful Life	6 years 6 months
Gras Savoye
Acquired Finite-Lived Intangible Assets [Line Items]
Intangible assets acquired		$ 440
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Fiduciary Assets						$ 625
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Current Assets, Receivables						89
Goodwill						583
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Intangible Assets, Other than Goodwill						440
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Other Noncurrent Assets						55
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Fiduciary Liabilities						625
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Current Liabilities, Deferred Revenue and Accrued Liabilities						80
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Noncurrent Liabilities, Long-term Debt						80
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Deferred Tax Liabilities						86
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Noncurrent Liabilities, Other						178
Business Combination, Recognized Identifiable Assets Acquired, Goodwill, and Liabilities Assumed, Net						830
Business Combination, Acquisition of Less than 100 Percent, Noncontrolling Interest, Decrease in Additional Paid in Capital						43
Business Combination, Acquisition of Less than 100 Percent, Noncontrolling Interest, Fair Value						40
Business Combination, Recognized Identifiable Assets Acquired, Goodwill, and Liabilities Assumed, Less Noncontrolling Interest					€ 765	$ 833
Gras Savoye \| Customer relationships
Acquired Finite-Lived Intangible Assets [Line Items]
Intangible assets acquired		$ 339
Weighted Average Useful Life		20 years
Gras Savoye \| Software and other intangibles
Acquired Finite-Lived Intangible Assets [Line Items]
Intangible assets acquired		$ 66
Weighted Average Useful Life		5 years
Gras Savoye \| Trade name
Acquired Finite-Lived Intangible Assets [Line Items]
Intangible assets acquired		$ 35
Weighted Average Useful Life		14 years
Income Approach Valuation Technique [Member] \| Towers Watson & Co. [Member] \| Software
Acquired Finite-Lived Intangible Assets [Line Items]
Intangible assets acquired	$ 567
Weighted Average Useful Life	6 years 5 months
Cost Approach Valuation Technique [Member] \| Towers Watson & Co. [Member] \| Software
Acquired Finite-Lived Intangible Assets [Line Items]
Intangible assets acquired	$ 108
Weighted Average Useful Life	4 years 11 months

Merger and Acquisitions - Unaudited Pro Forma Financial Information (Details) - Towers Watson & Co. [Member] - USD ($) $ / shares in Units, $ in Millions	3 Months Ended		9 Months Ended
	Sep. 30, 2016	Sep. 30, 2015	Sep. 30, 2016	Sep. 30, 2015
Business Acquisition [Line Items]
Total revenues	$ 1,777	$ 1,749	$ 5,960	$ 5,569
Net (loss)/income attributable to Willis Towers Watson	$ (32)	$ 209	$ 278	$ 568
Diluted (loss)/earnings per share	$ (0.23)	$ 1.51	$ 2.00	$ 4.12

Segment Information - Narrative (Details) - segment	3 Months Ended
Segment Information - Narrative (Details) - segment	Sep. 30, 2016	Jun. 30, 2016
Segment Reporting Information [Line Items]
Number of operating segments	4
Scenario, Previously Reported [Member]
Segment Reporting Information [Line Items]
Number of operating segments		8

Segment Information - Revenue (Net of Reimbursable Expenses) of the Reported Segments (Details) - USD ($) $ in Millions	3 Months Ended		9 Months Ended
	Sep. 30, 2016	Sep. 30, 2015	Sep. 30, 2016	Sep. 30, 2015
Segment Reporting Information [Line Items]
Commissions and fees	$ 1,761	$ 841	$ 5,874	$ 2,839
Interest and other income	16	5	86	16
Total revenues	1,777	846	5,960	2,855
Operating Segments
Segment Reporting Information [Line Items]
Commissions and fees	1,746	841	5,866	2,840
Interest and other income	15	5	85	15
Revenues	1,761	846	5,951	2,855
Operating Segments \| Human Capital and Benefits [Member]
Segment Reporting Information [Line Items]
Commissions and fees	747	139	2,459	548
Interest and other income	0	0	8	0
Total revenues	747	139	2,467	548
Operating Segments \| Exchange Solutions [Member]
Segment Reporting Information [Line Items]
Commissions and fees	161	0	478	0
Interest and other income	0	0	1	0
Total revenues	161	0	479	0
Operating Segments \| Investment, Risk and Reinsurance [Member]
Segment Reporting Information [Line Items]
Commissions and fees	292	183	1,122	670
Interest and other income	7	1	55	2
Total revenues	299	184	1,177	672
Operating Segments \| Corporate Risk and Broking [Member]
Segment Reporting Information [Line Items]
Commissions and fees	546	519	1,807	1,622
Interest and other income	8	4	21	13
Total revenues	$ 554	$ 523	$ 1,828	$ 1,635

Segment Information - Adjusted Operating Income of the Reported Segments (Details) - USD ($) $ in Millions	3 Months Ended		9 Months Ended
	Sep. 30, 2016	Sep. 30, 2015	Sep. 30, 2016	Sep. 30, 2015
Segment Reporting Information [Line Items]
Total segment operating income	$ 1	$ 27	$ 463	$ 425
Operating Segments
Segment Reporting Information [Line Items]
Total segment operating income	224	102	1,219	639
Operating Segments \| Human Capital and Benefits [Member]
Segment Reporting Information [Line Items]
Total segment operating income	121	6	531	153
Operating Segments \| Exchange Solutions [Member]
Segment Reporting Information [Line Items]
Total segment operating income	19	0	88	0
Operating Segments \| Investment, Risk and Reinsurance [Member]
Segment Reporting Information [Line Items]
Total segment operating income	25	20	302	218
Operating Segments \| Corporate Risk and Broking [Member]
Segment Reporting Information [Line Items]
Total segment operating income	$ 59	$ 76	$ 298	$ 268

Segment Information - Reconciliation of Information Reported by Segment to Consolidated Amounts (Details) - USD ($) $ in Millions	3 Months Ended		9 Months Ended
	Sep. 30, 2016	Sep. 30, 2015	Sep. 30, 2016	Sep. 30, 2015
Segment Reporting, Reconciling Item for Operating Profit (Loss) from Segment to Consolidated [Line Items]
Fair value adjustment for deferred revenue	$ 0	$ 0	$ (58)	$ 0
Reimbursable expenses and other	16	0	67	0
Total revenues	1,777	846	5,960	2,855
Total segment operating income	1	27	463	425
Amortization	(157)	(23)	(443)	(53)
Restructuring costs	(49)	(24)	(115)	(93)
Integration and transaction expenses	(36)	(14)	(117)	(20)
Provision for the Stanford litigation	0	0	(50)	0
Other, net	(1)	(1)	2	(2)
Interest expense	45	35	138	103
Other expense/(income), net	14	(9)	26	(26)
(LOSS)/INCOME FROM CONTINUING OPERATIONS BEFORE INCOME TAXES AND INTEREST IN EARNINGS OF ASSOCIATES	(58)	1	299	348
Operating Segments
Segment Reporting, Reconciling Item for Operating Profit (Loss) from Segment to Consolidated [Line Items]
Total revenues	1,761	846	5,951	2,855
Total segment operating income	224	102	1,219	639
Consolidating adjustments
Segment Reporting, Reconciling Item for Operating Profit (Loss) from Segment to Consolidated [Line Items]
Total segment operating income	20	(13)	25	(46)
Corporate, Non-Segment
Segment Reporting, Reconciling Item for Operating Profit (Loss) from Segment to Consolidated [Line Items]
Restructuring costs	$ (10)	$ (15)	$ (25)	$ (31)

Restructuring Costs - Narrative (Details) $ in Millions	3 Months Ended		9 Months Ended		12 Months Ended		33 Months Ended
Restructuring Costs - Narrative (Details) $ in Millions	Sep. 30, 2016 USD ($)	Sep. 30, 2015 USD ($)	Sep. 30, 2016 USD ($) Position	Sep. 30, 2015 USD ($)	Dec. 31, 2015 USD ($)	Dec. 31, 2014 USD ($)	Sep. 30, 2016 USD ($)
Restructuring Cost and Reserve [Line Items]
Restructuring costs	$ 49	$ 24	$ 115	$ 93
Operational Improvement Program
Restructuring Cost and Reserve [Line Items]
Number of support roles moved from higher cost locations to lower cost locations (more than) \| Position			3,500
Restructuring and Related Cost, Ratio of Employees in Higher Cost to Lower Cost Centers			4
Restructuring and Related Cost, Expected Ratio of Employees in Higher Cost to Lower Cost Centers			1.5
Restructuring costs	36	$ 24	$ 98	$ 93	$ 126	$ 36	$ 260
Expected cost	180		180				180
Business Restructure Program [Member]
Restructuring Cost and Reserve [Line Items]
Restructuring costs	13		17
Expected cost	$ 23		$ 23				$ 23

Restructuring Costs - Restructuring Liability (Details) - USD ($) $ in Millions	3 Months Ended		9 Months Ended		12 Months Ended		33 Months Ended
	Sep. 30, 2016	Sep. 30, 2015	Sep. 30, 2016	Sep. 30, 2015	Dec. 31, 2015	Dec. 31, 2014	Sep. 30, 2016
Restructuring Reserve [Roll Forward]
Charges incurred	$ 49	$ 24	$ 115	$ 93
Operational Improvement Program
Restructuring Reserve [Roll Forward]
Restructuring liability, beginning balance			26	11	$ 11	$ 0	$ 0
Charges incurred	36	24	98	93	126	36	260
Cash payments			(100)		(111)	(25)
Restructuring liability, ending balance	24		24		26	11	24
Termination benefits
Restructuring Reserve [Roll Forward]
Charges incurred	16	4	30	34
Termination benefits \| Operational Improvement Program
Restructuring Reserve [Roll Forward]
Restructuring liability, beginning balance			15	5	5	0	0
Charges incurred			13		36	16	65
Cash payments			(20)		(26)	(11)
Restructuring liability, ending balance	8		8		15	5	8
Professional services and other
Restructuring Reserve [Roll Forward]
Charges incurred	33	$ 20	85	59
Professional services and other \| Operational Improvement Program
Restructuring Reserve [Roll Forward]
Restructuring liability, beginning balance			11	$ 6	6	0	0
Charges incurred			85		90	20	195
Cash payments			(80)		(85)	(14)
Restructuring liability, ending balance	$ 16		$ 16		$ 11	$ 6	$ 16

Income Taxes Income Taxes (Details) - USD ($) $ in Millions	3 Months Ended		9 Months Ended
Income Taxes Income Taxes (Details) - USD ($) $ in Millions	Sep. 30, 2016	Sep. 30, 2015	Sep. 30, 2016	Sep. 30, 2015
Operating Loss Carryforwards [Line Items]
(Benefit from)/provision for income taxes	$ (26)	$ (112)	$ 11	$ (37)
Effective tax rate	45.90%		3.50%
Liability for uncertain tax position	$ 55		$ 55
Minimum
Operating Loss Carryforwards [Line Items]
Expected decrease in liability for uncertain tax position	3		3
Maximum
Operating Loss Carryforwards [Line Items]
Expected decrease in liability for uncertain tax position	$ 12		$ 12

Goodwill and Intangible Assets - Narrative (Details) $ in Millions	3 Months Ended		9 Months Ended
	Sep. 30, 2016 USD ($) segment	Sep. 30, 2015 USD ($)	Sep. 30, 2016 USD ($)	Sep. 30, 2015 USD ($)	Dec. 31, 2015 USD ($)
Finite-Lived Intangible Assets [Line Items]
Number of operating segments \| segment	4
Amortization	$ 157	$ 23	$ 443	$ 53
Acquired unfavorable lease liabilities	29		$ 29		$ 23
Weighted average remaining life of amortizable intangible assets			14 years 1 month
In Process Research and Development
Finite-Lived Intangible Assets [Line Items]
Intangible asset	$ 36		$ 36

Goodwill and Intangible Assets - Components of Goodwill (Details) - USD ($) $ in Millions	9 Months Ended
	Sep. 30, 2016	Dec. 31, 2015
Goodwill [Roll Forward]
Goodwill, gross, beginning balance	$ 10,975	$ 4,229
Accumulated impairment losses, beginning balance	(492)
Goodwill, net, beginning balance	3,737
Purchase price allocation adjustments	7
Goodwill acquired during the period (ii)	6,755
Goodwill disposed of during the period	(5)
Foreign exchange	(11)
Goodwill, gross, ending balance	10,975
Accumulated impairment losses, ending balance	(492)
Goodwill, net, ending balance	10,483
Operating Segments \| Human Capital and Benefits [Member]
Goodwill [Roll Forward]
Goodwill, gross, beginning balance	4,461	991
Accumulated impairment losses, beginning balance	(130)
Goodwill, net, beginning balance	861
Purchase price allocation adjustments	8
Goodwill acquired during the period (ii)	3,450
Goodwill disposed of during the period	0
Foreign exchange	12
Goodwill, gross, ending balance	4,461
Accumulated impairment losses, ending balance	(130)
Goodwill, net, ending balance	4,331
Operating Segments \| Corporate Risk and Broking [Member]
Goodwill [Roll Forward]
Goodwill, gross, beginning balance	2,206	2,207
Accumulated impairment losses, beginning balance	(362)
Goodwill, net, beginning balance	1,845
Purchase price allocation adjustments	5
Goodwill acquired during the period (ii)	0
Goodwill disposed of during the period	(5)
Foreign exchange	(1)
Goodwill, gross, ending balance	2,206
Accumulated impairment losses, ending balance	(362)
Goodwill, net, ending balance	1,844
Operating Segments \| Investment, Risk and Reinsurance [Member]
Goodwill [Roll Forward]
Goodwill, gross, beginning balance	1,773	1,031
Accumulated impairment losses, beginning balance	0
Goodwill, net, beginning balance	1,031
Purchase price allocation adjustments	(6)
Goodwill acquired during the period (ii)	770
Goodwill disposed of during the period	0
Foreign exchange	(22)
Goodwill, gross, ending balance	1,773
Accumulated impairment losses, ending balance	0
Goodwill, net, ending balance	1,773
Operating Segments \| Exchange Solutions [Member]
Goodwill [Roll Forward]
Goodwill, gross, beginning balance	2,535	$ 0
Accumulated impairment losses, beginning balance	0
Goodwill, net, beginning balance	0
Purchase price allocation adjustments	0
Goodwill acquired during the period (ii)	2,535
Goodwill disposed of during the period	0
Foreign exchange	0
Goodwill, gross, ending balance	2,535
Accumulated impairment losses, ending balance	0
Goodwill, net, ending balance	$ 2,535

Goodwill and Intangible Assets - Finite-Lived Intangible Assets and Liabilities (Details) - USD ($) $ in Millions	3 Months Ended		9 Months Ended
	Sep. 30, 2016	Sep. 30, 2015	Sep. 30, 2016	Sep. 30, 2015	Dec. 31, 2015
Finite-lived Intangible Assets [Roll Forward]
Balance as of December 31, 2015			$ 1,115
Intangible assets acquired			3,944
Intangible assets disposed			(6)
Amortization	$ (157)	$ (23)	(443)	$ (53)
Amortization of intangible assets, excluding above market leases			(444)
Foreign Exchange			(56)
Balance as of September 30, 2016	4,553		4,553
Finite-lived intangible assets, gross carrying amount	5,357		5,357		$ 1,499
Finite-lived intangible assets, accumulated amortization	(804)		(804)		(384)
Finite-lived intangible liabilities, gross carrying amount	34		34		23
Finite-lived intangible liabilities, accumulated amortization	(5)		(5)		0
Client relationships
Finite-lived Intangible Assets [Roll Forward]
Balance as of December 31, 2015			920
Intangible assets acquired			2,224
Intangible assets disposed			(6)
Amortization			(296)
Foreign Exchange			(33)
Balance as of September 30, 2016	2,809		2,809
Finite-lived intangible assets, gross carrying amount	3,459		3,459		1,293
Finite-lived intangible assets, accumulated amortization	(650)		(650)		(373)
Management contracts
Finite-lived Intangible Assets [Roll Forward]
Balance as of December 31, 2015			62
Intangible assets acquired			0
Intangible assets disposed			0
Amortization			(3)
Foreign Exchange			(1)
Balance as of September 30, 2016	58		58
Finite-lived intangible assets, gross carrying amount	65		65		67
Finite-lived intangible assets, accumulated amortization	(7)		(7)		(5)
Software
Finite-lived Intangible Assets [Roll Forward]
Balance as of December 31, 2015			77
Intangible assets acquired			663
Intangible assets disposed			0
Amortization			(107)
Foreign Exchange			(17)
Balance as of September 30, 2016	616		616
Finite-lived intangible assets, gross carrying amount	722		722		77
Finite-lived intangible assets, accumulated amortization	(106)		(106)		0
Trademark and trade name
Finite-lived Intangible Assets [Roll Forward]
Balance as of December 31, 2015			50
Intangible assets acquired			1,004
Intangible assets disposed			0
Amortization			(33)
Foreign Exchange			(1)
Balance as of September 30, 2016	1,020		1,020
Finite-lived intangible assets, gross carrying amount	1,055		1,055		52
Finite-lived intangible assets, accumulated amortization	(35)		(35)		(2)
Product
Finite-lived Intangible Assets [Roll Forward]
Balance as of December 31, 2015			0
Intangible assets acquired			42
Intangible assets disposed			0
Amortization			(2)
Foreign Exchange			(5)
Balance as of September 30, 2016	35		35
Finite-lived intangible assets, gross carrying amount	37		37		0
Finite-lived intangible assets, accumulated amortization	(2)		(2)		0
Favorable agreements
Finite-lived Intangible Assets [Roll Forward]
Balance as of December 31, 2015			2
Intangible assets acquired			11
Intangible assets disposed			0
Amortization of above and below Market Leases			(1)
Foreign Exchange			0
Balance as of September 30, 2016	12		12
Finite-lived intangible assets, gross carrying amount	13		13		2
Finite-lived intangible assets, accumulated amortization	(1)		(1)		0
Other
Finite-lived Intangible Assets [Roll Forward]
Balance as of December 31, 2015			4
Intangible assets acquired			0
Intangible assets disposed			0
Amortization			(2)
Foreign Exchange			1
Balance as of September 30, 2016	3		3
Finite-lived intangible assets, gross carrying amount	6		6		8
Finite-lived intangible assets, accumulated amortization	$ (3)		$ (3)		$ (4)

Goodwill and Intangible Assets - Schedule of Future Amortization Expense and Rent Offset (Details) $ in Millions	Sep. 30, 2016 USD ($)
Finite-Lived Intangible Assets, Amortization Expense, Maturity Schedule [Abstract]
2016	$ 150
2017	574
2018	525
2019	467
2020	415
Thereafter	2,410
Total	4,541
Rent offset
2016	(1)
2017	(3)
2018	(3)
2019	(2)
2020	(2)
Thereafter	(6)
Total	$ (17)

Derivative Financial Instruments - Narrative (Details) - USD ($)	3 Months Ended		9 Months Ended
	Sep. 30, 2016	Sep. 30, 2015	Sep. 30, 2016	Sep. 30, 2015	Dec. 31, 2015
Derivative [Line Items]
Derivative, loss on derivative within the next twelve months			$ 61,000,000
Designated as Hedging Instrument \| Interest rate swaps
Derivative [Line Items]
Derivative, notional amount					$ 300,000,000
Not Designated as Hedging Instrument
Derivative [Line Items]
Gain (loss) in earnings for derivatives not designated as hedging instruments	$ 4,000,000	$ (1,000,000)	(6,000,000)	$ (2,000,000)
Not Designated as Hedging Instrument \| Forward exchange contracts
Derivative [Line Items]
Derivative, notional amount	401,000,000		401,000,000		574,000,000
Derivative liability, fair value	5,000,000		5,000,000		3,000,000
Cash Flow Hedges \| Designated as Hedging Instrument \| Interest rate swaps
Derivative [Line Items]
Derivative, notional amount	300,000,000		300,000,000
Derivative asset, fair value	1,000,000		1,000,000		0
Cash Flow Hedges \| Designated as Hedging Instrument \| Forward exchange contracts
Derivative [Line Items]
Derivative Instruments, Loss Recognized in Other Comprehensive Income (Loss), Effective Portion	(6,000,000)	(44,000,000)	(81,000,000)	(19,000,000)
Derivative, notional amount	1,100,000,000		1,100,000,000		1,200,000,000
Derivative liability, fair value	110,000,000		110,000,000		$ 28,000,000
Foreign Currency Cash Flow Hedge Gain (Loss) Reclassified to Earnings, Net	(14,000,000)	5,000,000	(28,000,000)	5,000,000
Derivative Instruments, Loss Recognized in Income, Ineffective Portion and Amount Excluded from Effectiveness Testing	$ 0		$ (1,000,000)	$ 0
Derivative Instruments, Gain Recognized in Income, Ineffective Portion and Amount Excluded from Effectiveness Testing		$ 1,000,000
Maximum
Derivative [Line Items]
Longest outstanding maturity			2 years 9 months

Debt - Schedule of Short-term Debt and Current Maturities of Long-Term Debt (Details) - USD ($) $ in Millions			9 Months Ended
	Jan. 04, 2016	Nov. 20, 2015	Sep. 30, 2016	Mar. 22, 2016	Dec. 31, 2015
Short-term Debt [Line Items]
Short-term debt and current portion of the long-term debt			$ 519		$ 988
Senior Notes \| 4.125% senior notes due 2016
Short-term Debt [Line Items]
Stated interest rate (as a percent)			4.125%	4.125%
Senior Notes \| 6.200% senior notes due 2017
Short-term Debt [Line Items]
Stated interest rate (as a percent)			6.20%
Bank Overdrafts
Short-term Debt [Line Items]
Short-term debt and current portion of the long-term debt			$ 18		79
Term Loan \| 7-year term loan facility expires 2018
Short-term Debt [Line Items]
Short-term debt and current portion of the long-term debt			$ 22		22
Term loan period			7 years
Term Loan \| Term loan expires 2019
Short-term Debt [Line Items]
Short-term debt and current portion of the long-term debt			$ 85		0
Term loan period	4 years
Senior Notes \| 4.125% senior notes due 2016
Short-term Debt [Line Items]
Short-term debt and current portion of the long-term debt			0		300
Senior Notes \| 6.200% senior notes due 2017
Short-term Debt [Line Items]
Short-term debt and current portion of the long-term debt			$ 394		0
Stated interest rate (as a percent)			6.20%
Line of Credit \| Term Loan \| 1-year term loan facility matures 2016
Short-term Debt [Line Items]
Short-term debt and current portion of the long-term debt			$ 0		$ 587
Term loan period		1 year	1 year

Debt - Schedule of Long-term Debt (Details) - USD ($)		9 Months Ended
Debt - Schedule of Long-term Debt (Details) - USD ($)	Jan. 04, 2016	Sep. 30, 2016	May 26, 2016	Mar. 22, 2016	Dec. 31, 2015
Debt Instrument [Line Items]
Long-term debt, excluding current maturities		$ 3,267,000,000			$ 2,278,000,000
Term Loan \| 7-year term loan facility expires 2018
Debt Instrument [Line Items]
Long-term debt, excluding current maturities		$ 202,000,000			218,000,000
Term loan period		7 years
Term Loan \| Term loan expires 2019
Debt Instrument [Line Items]
Long-term debt, excluding current maturities		$ 190,000,000			0
Term loan period	4 years
Line of Credit \| Revolving Credit Facility \| Revolving $800 million credit facility
Debt Instrument [Line Items]
Long-term debt, excluding current maturities		85,000,000			467,000,000
Maximum borrowing capacity		800,000,000
Senior Notes \| 6.200% senior notes due 2017
Debt Instrument [Line Items]
Long-term debt, excluding current maturities		$ 0			394,000,000
Stated interest rate (as a percent)		6.20%
Senior Notes \| 7.000% senior notes due 2019
Debt Instrument [Line Items]
Long-term debt, excluding current maturities		$ 186,000,000			186,000,000
Stated interest rate (as a percent)		7.00%
Senior Notes \| 5.750% senior notes due 2021
Debt Instrument [Line Items]
Long-term debt, excluding current maturities		$ 496,000,000			495,000,000
Stated interest rate (as a percent)		5.75%
Senior Notes \| 3.500% senior notes due 2021
Debt Instrument [Line Items]
Long-term debt, excluding current maturities		$ 446,000,000			0
Stated interest rate (as a percent)		3.50%		3.50%
Senior Notes \| 4.625% senior notes due 2023
Debt Instrument [Line Items]
Long-term debt, excluding current maturities		$ 247,000,000			247,000,000
Stated interest rate (as a percent)		4.625%
Senior Notes \| 4.400% senior notes due 2026
Debt Instrument [Line Items]
Long-term debt, excluding current maturities		$ 543,000,000			0
Stated interest rate (as a percent)		4.40%		4.40%
Senior Notes \| 6.125% senior notes due 2043
Debt Instrument [Line Items]
Long-term debt, excluding current maturities		$ 271,000,000			271,000,000
Stated interest rate (as a percent)		6.125%
Senior Notes \| Senior Notes Due 2022, .02125 [Member]
Debt Instrument [Line Items]
Long-term debt, excluding current maturities		$ 601,000,000			$ 0
Stated interest rate (as a percent)			2.125%

Debt - Narrative (Details)									9 Months Ended
Debt - Narrative (Details)	May 26, 2016 EUR (€)	May 26, 2016 USD ($)	Mar. 22, 2016 USD ($)	Jan. 04, 2016 USD ($)	Dec. 28, 2015 USD ($)	Dec. 19, 2015 EUR (€)	Dec. 19, 2015 USD ($)	Nov. 20, 2015 EUR (€) tranche	Sep. 30, 2016 USD ($)	May 26, 2016 USD ($)	Mar. 15, 2016 USD ($)	Dec. 31, 2015 USD ($)	Aug. 15, 2013 USD ($)
Senior Notes \| 4.125% Senior Notes Due 2016
Debt Instrument [Line Items]
Stated interest rate (as a percent)			4.125%						4.125%
Line of Credit \| Term Loan \| 1-year Term Loan Facility Matures 2016
Debt Instrument [Line Items]
Term loan period								1 year	1 year
Number of tranches \| tranche								2
Short-term borrowings outstanding												$ 592,000,000
Debt issuance fees												5,000,000
Line of Credit \| Term Loan \| 1-year Term Loan Facility Matures 2016, Tranche one
Debt Instrument [Line Items]
Maximum borrowing capacity \| €								€ 550,000,000
Amounts drawn on line of credit						€ 544,000,000	$ 592,000,000
Line of Credit \| Term Loan \| 1-year Term Loan Facility Matures 2016, Tranche two
Debt Instrument [Line Items]
Repayment of debt			$ 400,000,000
Amounts drawn on line of credit				$ 400,000,000
Line of Credit \| Revolving Credit Facility \| Revolving $800 million Credit Facility
Debt Instrument [Line Items]
Repayment of debt			300,000,000
Maximum borrowing capacity									$ 800,000,000
Long-term borrowings outstanding									$ 85,000,000			467,000,000
Line of Credit \| Revolving Credit Facility \| Revolving $800 million Credit Facility \| LIBOR \| Minimum
Debt Instrument [Line Items]
Interest rate spread (as a percent)									1.25%
Line of Credit \| Revolving Credit Facility \| Revolving $800 million Credit Facility \| LIBOR \| Maximum
Debt Instrument [Line Items]
Interest rate spread (as a percent)									2.00%
Line of Credit \| Revolving Credit Facility \| Revolving $800 million Credit Facility \| Bank Base Rate \| Minimum
Debt Instrument [Line Items]
Interest rate spread (as a percent)									0.25%
Line of Credit \| Revolving Credit Facility \| Revolving $800 million Credit Facility \| Bank Base Rate \| Maximum
Debt Instrument [Line Items]
Interest rate spread (as a percent)									1.00%
Line of Credit \| Revolving Credit Facility \| WSI Revolving Credit Facility
Debt Instrument [Line Items]
Long-term borrowings outstanding									$ 0			$ 0
Line of Credit \| Revolving Credit Facility \| WSI Revolving Credit Facility \| LIBOR \| Minimum
Debt Instrument [Line Items]
Interest rate spread (as a percent)									1.25%
Line of Credit \| Revolving Credit Facility \| WSI Revolving Credit Facility \| LIBOR \| Maximum
Debt Instrument [Line Items]
Interest rate spread (as a percent)									2.00%
Line of Credit \| Revolving Credit Facility \| WSI Revolving Credit Facility \| Bank Base Rate \| Minimum
Debt Instrument [Line Items]
Interest rate spread (as a percent)									0.25%
Line of Credit \| Revolving Credit Facility \| WSI Revolving Credit Facility \| Bank Base Rate \| Maximum
Debt Instrument [Line Items]
Interest rate spread (as a percent)									1.00%
Term Loan \| 7-year term loan facility expires 2018
Debt Instrument [Line Items]
Term loan period									7 years
Quarterly payment									$ 6,000,000
Final payment of debt									186,000,000
Term Loan \| Term loan expires 2019
Debt Instrument [Line Items]
Face amount of note				$ 340,000,000
Proceeds from long-term debt issuance					$ 340,000,000
Term loan period				4 years
Quarterly payment									21,000,000
Debt issuance fees									$ 1,000,000
Weighted average interest rate (as a percent)									1.76%
Long-term debt, gross									$ 276,000,000
Term Loan \| Term loan expires 2019 \| LIBOR \| Minimum
Debt Instrument [Line Items]
Interest rate spread (as a percent)									1.25%
Term Loan \| Term loan expires 2019 \| LIBOR \| Maximum
Debt Instrument [Line Items]
Interest rate spread (as a percent)									1.75%
Term Loan \| Term loan expires 2019 \| Bank Base Rate \| Minimum
Debt Instrument [Line Items]
Interest rate spread (as a percent)									0.25%
Term Loan \| Term loan expires 2019 \| Bank Base Rate \| Maximum
Debt Instrument [Line Items]
Interest rate spread (as a percent)									0.75%
Senior Notes \| Senior Notes Due 2022, .02125 [Member]
Debt Instrument [Line Items]
Stated interest rate (as a percent)	2.125%									2.125%
Effective interest rate (as a percent)	2.154%									2.154%
Proceeds from long-term debt issuance	€ 535,000,000	$ 600,000,000
Senior Notes \| Senior Notes Due 2021 and 2026
Debt Instrument [Line Items]
Proceeds from long-term debt issuance			988,000,000
Senior Notes \| 3.500% senior notes due 2021
Debt Instrument [Line Items]
Face amount of note			$ 450,000,000
Stated interest rate (as a percent)			3.50%						3.50%
Effective interest rate (as a percent)			3.707%
Senior Notes \| 4.400% senior notes due 2026
Debt Instrument [Line Items]
Face amount of note			$ 550,000,000
Stated interest rate (as a percent)			4.40%						4.40%
Effective interest rate (as a percent)			4.572%
BBB \| Baa3 \| Line of Credit \| Revolving Credit Facility \| Revolving $800 million Credit Facility \| LIBOR
Debt Instrument [Line Items]
Interest rate spread (as a percent)									1.375%
BBB \| Baa3 \| Line of Credit \| Revolving Credit Facility \| WSI Revolving Credit Facility \| LIBOR
Debt Instrument [Line Items]
Interest rate spread (as a percent)									1.50%
Trinity Acquisition plc \| Senior Notes
Debt Instrument [Line Items]
Face amount of note									$ 2,100,000,000		$ 1,000,000,000		$ 525,000,000
Trinity Acquisition plc \| Senior Notes \| Senior Notes Due 2022, .02125 [Member]
Debt Instrument [Line Items]
Face amount of note	€ 540,000,000									$ 609,000,000

Fair Value Measurements - Narrative (Details)	9 Months Ended
Fair Value Measurements - Narrative (Details)	Sep. 30, 2016 USD ($)
7-year term loan facility expires 2018 \| Term Loan
Debt Instrument [Line Items]
Term loan period	7 years
Revolving $800 million credit facility \| Line of Credit \| Revolving Credit Facility
Debt Instrument [Line Items]
Line of credit, maximum borrowing capacity	$ 800,000,000
Level 2 \| 7-year term loan facility expires 2018 \| Term Loan
Debt Instrument [Line Items]
Term loan period	7 years
Level 2 \| Revolving $800 million credit facility \| Line of Credit \| Revolving Credit Facility
Debt Instrument [Line Items]
Line of credit, maximum borrowing capacity	$ 800,000,000

Fair Value Measurements - Schedule of Assets and Liabilities Measured at Fair Value on Recurring Basis (Details) - Recurring - USD ($) $ in Millions	Sep. 30, 2016	Dec. 31, 2015
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Mutual funds / exchange traded funds	$ 37
Derivative financial instruments, assets	2	$ 26
Derivative financial instruments, liabilities	116	57
Level 1
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Mutual funds / exchange traded funds	37
Derivative financial instruments, assets	0	0
Derivative financial instruments, liabilities	0	0
Level 2
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Mutual funds / exchange traded funds	0
Derivative financial instruments, assets	2	26
Derivative financial instruments, liabilities	116	57
Level 3
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Mutual funds / exchange traded funds	0
Derivative financial instruments, assets	0	0
Derivative financial instruments, liabilities	$ 0	$ 0

Fair Value Measurements - Schedule of Liabilities Whose Carrying Values Differ From the Fair Value and are Not Measured on a Recurring Basis (Details) - Nonrecurring - USD ($) $ in Millions	Sep. 30, 2016	Dec. 31, 2015
Carrying Value
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Current portion of long term debt	$ 519	$ 988
Long-term debt	3,267	2,278
Fair Value
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Current portion of long term debt	529	998
Long-term debt	$ 3,503	$ 2,394

Retirement Benefits - Narrative (Details) - USD ($) $ in Millions		3 Months Ended		9 Months Ended
	Jan. 04, 2016	Sep. 30, 2016	Sep. 30, 2015	Sep. 30, 2016	Sep. 30, 2015
Defined Benefit Plan Disclosure [Line Items]
Portion of pension and OPEB obligation attributed to disclosed plans (as a percent)				99.00%
Defined contribution plan, employer contribution		$ 37	$ 20	$ 118	$ 58
Towers Watson & Co. [Member]
Defined Benefit Plan Disclosure [Line Items]
Plan assets acquired	$ 3,700
Benefit obligation acquired	4,600
Pension assets	67
Liability for pension benefits	$ (914)
U.S. Defined Contribution Plan \| U.S.
Defined Benefit Plan Disclosure [Line Items]
Defined contribution plan, employer matching contribution, percent of match, tier one				2.00%
Defined contribution plan, employer matching contribution, percent of employee contribution, tier one				100.00%
Defined contribution plan, employer matching contribution, percent of match, tier two				4.00%
Defined contribution plan, employer matching contribution, percent of employee contribution, tier two				50.00%
Defined contribution plan, employer match, requisite service period				2 years
U.S. Pension Plan
Defined Benefit Plan Disclosure [Line Items]
Funding of defined benefit pension plans				$ 50
Foreign Pension Plan \| U.K.
Defined Benefit Plan Disclosure [Line Items]
Funding of defined benefit pension plans				76
Defined benefit plan, estimated future employer contributions, remainder of fiscal year				20
Foreign Pension Plan \| Other
Defined Benefit Plan Disclosure [Line Items]
Funding of defined benefit pension plans				20
Defined benefit plan, estimated future employer contributions, remainder of fiscal year				$ 17

Retirement Benefits - Net Periodic Benefit Cost (Details) - USD ($) $ in Millions	3 Months Ended		9 Months Ended
	Sep. 30, 2016	Sep. 30, 2015	Sep. 30, 2016	Sep. 30, 2015
Pension Plan \| U.S.
Defined Benefit Plan Disclosure [Line Items]
Service cost	$ 15	$ 0	$ 44	$ 0
Interest cost	34	10	102	30
Expected return on plan assets	(61)	(14)	(180)	(43)
Settlement			0	0
Amortization of net loss/(gain)	3	3	8	9
Amortization of prior service (credit)/cost	0	0	0	0
Net periodic benefit (income)/cost	(9)	(1)	(26)	(4)
Pension Plan \| U.K.
Defined Benefit Plan Disclosure [Line Items]
Service cost	6	7	19	25
Interest cost	26	25	83	77
Expected return on plan assets	(58)	(56)	(186)	(169)
Settlement			0	0
Amortization of net loss/(gain)	10	9	32	27
Amortization of prior service (credit)/cost	(5)	(5)	(15)	(13)
Net periodic benefit (income)/cost	(21)	(20)	(67)	(53)
Pension Plan \| Other
Defined Benefit Plan Disclosure [Line Items]
Service cost	5	2	14	3
Interest cost	6	3	20	6
Expected return on plan assets	(8)	(4)	(26)	(6)
Settlement			2	0
Amortization of net loss/(gain)	0	0	1	0
Amortization of prior service (credit)/cost	0	0	0	0
Net periodic benefit (income)/cost	3	1	11	3
Postretirement Welfare Plan
Defined Benefit Plan Disclosure [Line Items]
Service cost	0	0	0	0
Interest cost	1	0	3	0
Expected return on plan assets	0	0	0	0
Settlement			0	0
Amortization of net loss/(gain)	0	0	0	0
Amortization of prior service (credit)/cost	0	0	0	0
Net periodic benefit (income)/cost	$ 1	$ 0	$ 3	$ 0

Commitments and Contingencies (Details) £ in Millions																					1 Months Ended		2 Months Ended	3 Months Ended			9 Months Ended		12 Months Ended	51 Months Ended
Commitments and Contingencies (Details) £ in Millions	Sep. 12, 2016 USD ($) plaintiff	Aug. 05, 2016 USD ($) plaintiff	Jun. 08, 2016 USD ($)	Apr. 27, 2016 USD ($)	Mar. 31, 2016 USD ($)	Oct. 01, 2015 USD ($) shares	Jul. 21, 2015	Jul. 15, 2015	Aug. 01, 2014 USD ($)	Oct. 01, 2013 USD ($)	Jun. 20, 2013 lawsuit	Jun. 11, 2013 lawsuit	Jun. 03, 2013 lawsuit	Feb. 14, 2013 USD ($) lawsuit plaintiff	Feb. 08, 2013 USD ($) plaintiff	Mar. 11, 2011 USD ($) plaintiff	Sep. 16, 2010 USD ($) plaintiff	Sep. 14, 2009 USD ($) plaintiff	Aug. 06, 2009 USD ($)	Jul. 02, 2009 USD ($)	Mar. 23, 2016 complaint shareholder shares	Dec. 10, 2015 plaintiff	Aug. 24, 2015 complaint	Sep. 30, 2016 USD ($)	Dec. 31, 2015 USD ($)	Sep. 30, 2015 USD ($)	Sep. 30, 2016 USD ($) lawsuit	Sep. 30, 2015 USD ($)	Dec. 31, 2015 USD ($)	Oct. 31, 2012 USD ($)	Oct. 31, 2012 GBP (£)	May 09, 2016 complaint	Jan. 04, 2016 USD ($)	Mar. 25, 2014 action	Aug. 31, 2008 USD ($)
Loss Contingencies [Line Items]
Provision for litigation losses																								$ 0		$ 0	$ 50,000,000	$ 0
Stanford Financial Group
Loss Contingencies [Line Items]
Number of complaints filed \| lawsuit																											15
de Gadala-Maria, et al. v. Willis Group Holdings Public Limited Company, et al.
Loss Contingencies [Line Items]
Period to replead dismissed claim							21 days
Towers Watson & Co. [Member]
Loss Contingencies [Line Items]
Operating lease obligations acquired																																	$ 459,000,000
Towers Watson & Co. [Member] \| Longitude Holdings Limited
Loss Contingencies [Line Items]
Long-term Purchase Commitment, Amount						$ 40,000,000
Capital contributions																											$ 5,000,000
Shares purchased in investee \| shares						48,322
Ownership percentage in investee						24.20%
Pending Litigation \| Towers Watson Merger
Loss Contingencies [Line Items]
Number of complaints filed \| complaint																							5
Pending Litigation \| Canabal, et al. v. Willis of Colorado, Inc., et al.
Loss Contingencies [Line Items]
Damages sought																			$ 1,000,000,000
Pending Litigation \| Rupert, et al. v. Winter, et al.
Loss Contingencies [Line Items]
Number of plaintiffs \| plaintiff																		97
Damages sought																		$ 300,000,000
Pending Litigation \| Casanova, et al. v. Willis of Colorado, Inc., et al.
Loss Contingencies [Line Items]
Number of plaintiffs \| plaintiff																	7
Damages sought																	$ 5,000,000
Pending Litigation \| Rishmague, et ano. v. Winter, et al.
Loss Contingencies [Line Items]
Number of plaintiffs \| plaintiff																2
Damages sought																$ 37,000,000
Pending Litigation \| MacArthur v. Winter, et al.
Loss Contingencies [Line Items]
Number of plaintiffs \| plaintiff															2
Damages sought															$ 4,000,000
Pending Litigation \| Stanford Financial Group, Florida Suits
Loss Contingencies [Line Items]
Number of complaints filed \| lawsuit														5
Number of cases removed \| lawsuit													5
Number of cases moved to stay \| lawsuit												4
Number of cases transferred \| lawsuit											5
Period that case is stayed											7 days
Pending Litigation \| Barbar, et al. v. Willis Group Holdings Public Limited Company, et al.
Loss Contingencies [Line Items]
Number of plaintiffs \| plaintiff														35
Damages sought														$ 30,000,000
Pending Litigation \| de Gadala-Maria, et al. v. Willis Group Holdings Public Limited Company, et al.
Loss Contingencies [Line Items]
Number of plaintiffs \| plaintiff														64
Damages sought														$ 83,500,000
Pending Litigation \| Ranni, et ano. v. Willis Group Holdings Public Limited Company, et al.
Loss Contingencies [Line Items]
Number of plaintiffs \| plaintiff														2
Damages sought														$ 3,000,000
Pending Litigation \| Tisminesky, et al. v. Willis Group Holdings Public Limited Company, et al.
Loss Contingencies [Line Items]
Number of plaintiffs \| plaintiff														11
Damages sought														$ 6,500,000
Period to replead dismissed claim							21 days
Pending Litigation \| Zacarias, et al. v. Willis Group Holdings Public Limited Company, et al.
Loss Contingencies [Line Items]
Number of plaintiffs \| plaintiff														10
Damages sought														$ 12,500,000
Period to replead dismissed claim								21 days
Pending Litigation \| City of Houston
Loss Contingencies [Line Items]
Increase to actuarial accrued liability alleged by plaintiff									$ 163,000,000
Pending Litigation \| Meriter
Loss Contingencies [Line Items]
Damages sought																											190,000,000
Pending Litigation \| Towers Watson & Co. [Member] \| Towers Watson Merger, Demand for Appraisal
Loss Contingencies [Line Items]
Number of complaints filed \| complaint																					3
Number of plaintiffs																					3	10
Percentage of stock owned by plaintiffs																						2.40%
Number of shares owned by plaintiffs \| shares																					1,354,338
Number of actions consolidated \| complaint																																3
Settled Litigation \| Towers Watson Merger
Loss Contingencies [Line Items]
Damages sought				$ 1,700,000
Settlement amount against the Company			$ (250,000)
Settled Litigation \| Stanford Financial Group
Loss Contingencies [Line Items]
Provision for litigation losses																									$ 70,000,000
Settled Litigation \| Troice and Janvey Cases
Loss Contingencies [Line Items]
Provision for litigation losses																											$ 50,000,000
Settlement amount against the Company					$ 120,000,000
Settled Litigation \| Troice, et al. v. Willis of Colorado, Inc., et al.
Loss Contingencies [Line Items]
Damages sought																				$ 1,000,000,000
Number of actions consolidated \| action																																		2
Settled Litigation \| Janvey, et al. v. Willis of Colorado, Inc., et al.
Loss Contingencies [Line Items]
Damages sought										$ 1,000,000,000
Total losses incurred by plaintiff										$ 4,600,000,000
Settled Litigation \| Martin v. Willis of Colorado, Inc., et al [Member]
Loss Contingencies [Line Items]
Number of plaintiffs \| plaintiff	5	1
Damages sought	$ 1,000,000	$ 100,000
Settled Litigation \| Abel, et al. v. Willis of Colorado, Inc., et al [Member]
Loss Contingencies [Line Items]
Number of plaintiffs \| plaintiff	300
Damages sought	$ 135,000,000
Settled Litigation \| Coal Staff Superannuation Scheme Trustees Limited
Loss Contingencies [Line Items]
Damages sought																														$ 47,500,000	£ 47.5
Derivative, notional amount																																			$ 250,000,000
Settled Litigation \| Meriter
Loss Contingencies [Line Items]
Damages paid																													$ 82,000,000

Supplementary Information for Select Balance Sheet Accounts - Accounts Receivable, Net (Details) - USD ($) $ in Millions	Sep. 30, 2016	Dec. 31, 2015
Accounts, Notes, Loans and Financing Receivable [Line Items]
Accounts receivable, net	$ 2,043	$ 1,258
Billed, net of allowance for doubtful receivables from clients of $42 million and $22 million
Accounts, Notes, Loans and Financing Receivable [Line Items]
Accounts receivable, net	1,689	1,051
Allowance for doubtful debts	42	22
Accrued and unbilled, at estimated net realizable value
Accounts, Notes, Loans and Financing Receivable [Line Items]
Accounts receivable, net	$ 354	$ 207

Supplementary Information for Select Balance Sheet Accounts - Prepaid and Other Current Assets (Details) - USD ($) $ in Millions	Sep. 30, 2016	Dec. 31, 2015
Prepaid Expense, Current [Abstract]
Prepayments and accrued income	$ 126	$ 86
Derivatives and investments	27	29
Deferred compensation plan assets	19	20
Retention incentives	12	14
Corporate income and other taxes	72	66
Other current assets	63	40
Total prepaid and other current assets	$ 319	$ 255

Supplementary Information for Select Balance Sheet Accounts - Other Non-current Assets (Details) - USD ($) $ in Millions	Sep. 30, 2016	Dec. 31, 2015
Assets, Noncurrent [Abstract]
Prepayments and accrued income	$ 17	$ 23
Deferred compensation plan assets	104	102
Deferred tax assets	37	76
Accounts receivable, net	26	30
Other investments	29	42
Other non-current assets	115	25
Total other non-current assets	$ 328	$ 298

Supplementary Information for Select Balance Sheet Accounts - Other Current Liabilities (Details) - USD ($) $ in Millions	Sep. 30, 2016	Dec. 31, 2015
Liabilities, Current [Abstract]
Accounts payable	$ 121	$ 75
Income and other taxes payable	79	45
Contingent and deferred consideration on acquisition	56	68
Payroll related liabilities	175	82
Derivatives	72	31
Third party commissions	204	177
Other current liabilities	105	125
Total other current liabilities	$ 812	$ 603

Fair value, after the effects of master netting arrangements, of a financial liability or contract with one or more underlyings, notional amount or payment provision or both, and the contract can be net settled by means outside the contract or delivery of an asset, expected to be settled within one year or normal operating cycle, if longer. Includes assets not subject to a master netting arrangement and not elected to be offset.