373

362

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

(231)

(214)

(17)

^[1]

1,832

Issue of shares under employee stock compensation plans and related tax benefits of $12

146

Issue of shares for acquisitions (in shares)

^[1]

Issue of shares for acquisitions

Share-based compensation

Foreign currency translation

Equity, ending balance (in shares) at Dec. 31, 2014

^[1]

67,460

Equity, ending balance at Dec. 31, 2014

2,007

1,524

1,530

(3)

(1,066)

1,985

Beginning balance at Dec. 31, 2013

^[4]

Increase (Decrease) in Temporary Equity [Roll Forward]

^[4]

(4)

(379)

(373)

(2)

$ (375)

Ending balance at Dec. 31, 2014

^[4]

^[4]

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

Shares repurchased (in shares)

^[1]

(646)

Shares repurchased

(82)

384

373

381

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

(235)

(224)

(11)

^[1]

1,811

Issue of shares under employee stock compensation plans and related tax benefits of $12

128

Share-based compensation

Foreign currency translation

(53)

118

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

^[1]

68,625

Equity, ending balance at Dec. 31, 2015

2,360

1,672

1,597

(3)

(1,037)

2,229

131

Increase (Decrease) in Temporary Equity [Roll Forward]

^[4]

^[4]

(5)

^[4]

(4)

Ending balance at Dec. 31, 2015

(6)

^[4]

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

Shares repurchased (in shares)

^[1]

(3,170)

Shares repurchased

(396)

(300)

(96)

(396)

438

420

431

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

(274)

(265)

(9)

^[1]

1,342

Issue of shares under employee stock compensation plans and related tax benefits of $12

Issue of shares for acquisitions (in shares)

^[1]

69,500

Issue of shares for acquisitions

8,686

Replacement share-based compensation awards issued on acquisition

Share-based compensation

123

Foreign currency translation

Equity, ending balance (in shares) at Dec. 31, 2016

^[1]

136,297

Equity, ending balance at Dec. 31, 2016

10,183

$ 10,596

$ 1,452

$ (99)

(1,884)

10,065

118

Increase (Decrease) in Temporary Equity [Roll Forward]

^[4]

^[4]

(5)

^[4]

(4)

Ending balance at Dec. 31, 2016

(867)

$ (847)

$ (16)

$ (863)

^[4]

$ 51

[1]	The nominal value of the ordinary shares and the number of ordinary shares issued in the years ended December 31, 2015 and 2014 have been retroactively 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]	The noncontrolling interest is related to Max Matthiessen Holding AB.

Nature of Operations	12 Months Ended
Nature of Operations	Dec. 31, 2016
Organization, Consolidation and Presentation of Financial Statements [Abstract]
Nature of Operations	Nature of Operations Willis Towers Watson is a leading global advisory, broking and solutions company that helps clients around the world turn risk into a path for growth. Willis Towers Watson has more than 41,000 employees and services clients in more than 140 countries and territories. We design and deliver solutions that manage risk, optimize benefits, cultivate talent, and expand the power of capital to protect and strengthen institutions and individuals. Our unique perspective allows us to see the critical intersections between talent, assets and ideas - the dynamic formula that drives business performance. We offer clients a broad range of services to help them to identify and control their risks, and to enhance business performance by improving their ability to attract, retain and engage a talented workforce. Our risk control services range from strategic risk consulting (including providing actuarial analysis), to a variety of due diligence services, to the provision of practical on-site risk control services (such as health and safety or property loss control consulting), as well as analytical and advisory services (such as hazard modeling and reinsurance optimization studies). We assist clients in planning how to manage incidents or crises when they occur. These services include contingency planning, security audits and product tampering plans. We help our clients enhance their business performance by delivering consulting services, technology and solutions 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. As an insurance broker, we act as an intermediary between our clients and insurance carriers by advising our clients on their risk management requirements, helping clients determine the best means of managing risk and negotiating and placing insurance with insurance carriers through our global distribution network. We operate the largest private Medicare exchange in the United States (‘U.S.’). Through this exchange and those for active employees, we help our clients move to a more sustainable economic model by capping and controlling the costs associated with healthcare benefits. We are not an insurance company, and therefore we do not underwrite insurable risks for our own account. We believe our broad perspective allows us to see the critical intersections between talent, assets and ideas - the dynamic formula that drives business performance. The Merger with Towers Watson that closed on January 4, 2016 affects the comparability between 2016 and other periods presented. See Note 3 — Merger and Acquisitions for additional information.

Basis of Presentation and Significant Accounting Policies

12 Months Ended

Dec. 31, 2016

Accounting Policies [Abstract]

Basis of Presentation and Significant Accounting Policies

Significant Accounting Policies

Conforming reclassifications — Certain reclassifications have been made to prior period amounts to conform to the current year presentation. A material reclassification within the 2015 Consolidated Statement of Operations was made to reclassify $84 million of Transaction and integration expenses from Salary and benefits and Other operating expenses of $3 million and $81 million, respectively. This reclassification was made to present information on a comparable basis.

Principles of Consolidation — The accompanying consolidated financial statements include the accounts of Willis Towers Watson and those of our majority-owned and controlled subsidiaries. Intercompany accounts and transactions have been eliminated.

We determine whether we have a controlling financial interest in an entity by first evaluating whether the entity is a voting interest entity or a variable interest entity (‘VIE’). Variable interest entities are entities that lack one or more of the characteristics of a voting interest entity and therefore require a different approach in determining which party involved with the VIE should consolidate the entity. With a VIE, either the entity does not have sufficient equity at risk to finance its activities without additional subordinated financial support from other parties, or the equity holders, as a group, do not have the power to direct the activities that most significantly impact its financial performance, the obligation to absorb expected losses of the entity, or the right to receive the expected residual returns of the entity. The entity that has a controlling financial interest in a VIE is referred to as the primary beneficiary and is required to consolidate the VIE.

Voting interest entities are entities that have sufficient equity and provide equity investors voting rights that give them the power to make significant decisions related to the entity’s operations. The usual condition for a controlling financial interest in a voting interest entity is ownership of a majority voting interest. Accordingly, we consolidate our voting interest entity investments in which we hold, directly or indirectly, more than 50% of the voting rights.

Use of Estimates — These consolidated financial statements conform to accounting principles generally accepted in the United States of America (‘U.S. GAAP’), which require management to make estimates and assumptions that affect the reported amounts of assets and liabilities, disclosures of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting periods. Our estimates, judgments and assumptions are continually evaluated based on available information and experience. Because of the use of estimates inherent in the financial reporting process, actual results could differ from those estimates. Estimates are used when accounting for revenue recognition, the selection of useful lives of fixed and intangible assets, impairment testing, valuation of billed and unbilled receivables from clients, discretionary compensation, income taxes, pension assumptions, incurred but not reported claims, legal reserves and goodwill and intangible assets.

Going Concern — Management evaluates at each annual and interim period whether there are conditions or events, considered in the aggregate, that raise substantial doubt about our ability to continue as a going concern within one year after the date that the consolidated financial statements are issued. Management’s evaluation is based on relevant conditions and events that are known and reasonably knowable at the date that the consolidated financial statements are issued. Management has concluded that there are no conditions or events, considered in the aggregate, that raise substantial doubt about our ability to continue as a going concern within one year after the date of these financial statements.

Fair Value of Financial Instruments — The carrying values of our cash and cash equivalents, accounts receivable, accrued expenses, revolving lines of credit and term loans approximate their fair values because of the short maturity and liquidity of those instruments. We consider the difference between carrying value and fair value to be immaterial for our senior notes. The fair value of our senior notes are considered Level 2 financial instruments as they are corroborated by observable market data. See Note 11 — Fair Value Measurements for additional information about our measurements of fair value.

Investments in Associates — Investments are accounted for using the equity method of accounting, included within other non-current assets in the consolidated balance sheets, if the Company has the ability to exercise significant influence, but not control, over the investee. Significant influence is generally deemed to exist if the Company has an equity ownership in the voting stock of the investee between 20 and 50 percent, although other factors, such as representation on the Board of Directors and the impact of commercial arrangements, are considered in determining whether the equity method of accounting is appropriate. Under the equity method of accounting, the investment is carried at the cost of acquisition, plus the Company’s equity in undistributed net income since acquisition, less any dividends received since acquisition.

The Company periodically reviews its investments in associates for which fair value is less than cost to determine if the decline in value is other than temporary. If the decline in value is judged to be other than temporary, the cost basis of the investment is written down to fair value. The amount of any write-down is included in the consolidated statements of operations.

Common Shares Split — On January 4, 2016, the Company effected a 1 to 2.6490 reverse share split to shareholders of record as of January 4, 2016. All share and per share information has been retroactively adjusted to reflect the reverse share split and show the new number of shares. See Note 3 — Merger and Acquisitions for additional information about our Merger and reverse share split.

Cash and Cash Equivalents — Cash and cash equivalents primarily consist of time deposits with original maturities of 90 days or less. Willis Limited, our U.K. brokerage subsidiary regulated by the Financial Conduct Authority, is currently required to maintain $140 million in unencumbered and available funds, of which at least $79 million must be in cash, for regulatory purposes. Term deposits and certificates of deposits with original maturities greater than 90 days are considered to be short-term investments. There is no restricted cash included in our cash and cash equivalents balance, as these amounts are included in fiduciary assets.

Fiduciary Assets and Liabilities — Fiduciary funds represent unremitted premiums received from insureds and unremitted claims or refunds received from insurers. Fiduciary funds are generally required to be kept in certain regulated bank accounts subject to guidelines which emphasize capital preservation and liquidity. Such funds are not available to service the Company’s debt or for other corporate purposes. Notwithstanding the legal relationships with insureds and insurers, the Company is entitled to retain investment income earned on fiduciary funds in accordance with industry custom and practice and, in some cases, as supported by agreements with insureds. The period for which the Company holds such funds is dependent upon the date the insured remits the payment of the premium to the Company, or the date the Company receives refunds from the insurers, and the date the Company is required to forward such payment to the insurer, or insured, respectively. In certain instances, the Company advances premiums, refunds or claims to insurance underwriters or insureds prior to collection. Such advances are made from fiduciary funds and are reflected in the consolidated balance sheets as fiduciary assets. Fiduciary liabilities represent the obligations to remit fiduciary funds and fiduciary receivables to insurers or insureds. Certain of our health and welfare benefits administration outsourcing agreements require us to hold funds on behalf of clients to pay obligations on their behalf. These amounts are included in fiduciary assets and fiduciary liabilities on the consolidated balance sheets.

Accounts Receivable — Accounts receivable includes both billed and unbilled receivables and is stated at estimated net realizable values. Provision for billed receivables is 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. See Note 14 — Supplementary Information for Certain Balance Sheet Accounts for additional information about our accounts receivable.

Income Taxes — The Company recognizes deferred tax assets and liabilities for the estimated future tax consequences of events attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases and operating and capital loss and tax credit carry forwards. Deferred tax assets and liabilities are measured using enacted rates in effect for the year in which the differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of changes in tax rates is recognized in the consolidated statement of operations in the period in which the change is enacted. Deferred tax assets are reduced through the establishment of a valuation allowance at such time as, based on available evidence, it is more likely than not that the deferred tax assets will not be realized. The Company adjusts valuation allowances to measure deferred tax assets at the amounts considered realizable in future periods if the Company’s facts and assumptions change. In making such determination, the Company considers all available positive and negative evidence, including future reversals of existing taxable temporary differences, projected future taxable income, tax planning strategies and the results of recent financial operations. We place more reliance on evidence that is objectively verifiable.

Positions taken in the Company’s tax returns may be subject to challenge by the taxing authorities upon examination. The Company recognizes the benefit of uncertain tax positions in the financial statements when it is more likely than not that the position will be sustained on the basis of the technical merits of the position assuming the tax authorities have full knowledge of the position and all relevant facts. Recognition also occurs upon either the lapse of the relevant statute of limitations, or when positions are effectively settled. The benefit recognized is the largest amount of tax benefit that is greater than 50 percent likely to be realized on settlement with the tax authority. The Company adjusts its recognition of uncertain tax benefits in the period in which new information is available impacting either the recognition or measurement of its uncertain tax positions. Such adjustments are reflected as increases or decreases to income taxes in the period in which they are determined.

The Company recognizes interest and penalties relating to unrecognized tax benefits within income taxes. See Note 6 — Income Taxes for additional information about our income taxes.

Foreign Currency — Transactions in currencies other than the functional currency of the entity are recorded at the rates of exchange prevailing at the date of the transaction. Monetary assets and liabilities in currencies other than the functional currency are translated at the rates of exchange prevailing at the balance sheet date and the related transaction gains and losses are reported in the consolidated statements of operations. Certain intercompany loans are determined to be of a long-term investment nature. The Company records transaction gains and losses from remeasuring such loans in the consolidated statements of comprehensive income/(loss).

Upon consolidation, the results of operations of subsidiaries and associates whose functional currency is other than the U.S. dollar are translated into U.S. dollars at the average exchange rates and assets and liabilities are translated at year-end exchange rates. Translation adjustments are presented as a separate component of other comprehensive income in the financial statements and are included in net income only upon sale or liquidation of the underlying foreign subsidiary or associated company.

Derivatives — The Company uses derivative financial instruments for other than trading purposes to alter the risk profile of an existing underlying exposure. Interest rate swaps have been used to manage interest risk exposures. Forward foreign currency exchange contracts are used to manage currency exposures arising from future income and expenses. The fair values of derivative contracts are recorded in other assets and other liabilities. The effective portions of changes in the fair value of derivatives that qualify for hedge accounting as cash flow hedges are recorded in other comprehensive income. Amounts are reclassified from other comprehensive income into earnings when the hedged exposure affects earnings. If the derivative is designated as, and qualifies as, an effective fair value hedge, the changes in the fair value of the derivative and of the hedged item attributable to the hedged risk are both recognized in earnings. The amount of hedge ineffectiveness recognized in earnings is based on the extent to which an offset between the fair value of the derivative and hedged item is not achieved. Changes in fair value of derivatives that do not qualify for hedge accounting, together with any hedge ineffectiveness on those that do qualify, are recorded in other operating expenses or interest expense as appropriate.

The Company evaluates whether its contracts include clauses or conditions which would be required to be separately accounted for at fair value as embedded derivatives. See Note 9 — Derivative Financial Instruments for additional information about our derivatives.

Commitments, Contingencies and Provisions for Liabilities — The Company establishes provisions against various actual and potential claims, lawsuits and other proceedings relating principally to alleged errors and omissions in the ordinary course of business. Such provisions cover claims that have been reported but not paid and also unasserted claims and related legal fees. These provisions are established based on actuarial estimates together with individual case reviews and are believed to be adequate in the light of current information and legal advice. In certain cases, where a range of loss exists, we accrue the minimum amount in the range if no amount within the range is a better estimate than any other amount. To the extent such losses can be recovered under the Company’s insurance programs, estimated recoveries are recorded when losses for insured events are recognized and the recoveries are likely to be realized. Significant management judgment is required to estimate the amounts of such unasserted claims and the related insurance recoveries. The Company analyzes its litigation exposure based on available information, including consultation with outside counsel handling the defense of these matters, to assess its potential liability. These contingent liabilities are not discounted. See Note 13 — Commitments and Contingencies and Note 14 — Supplementary Information for Certain Balance Sheet Accounts for additional information about our commitments, contingencies and provisions for liabilities.

Share-Based Compensation — The Company has equity-based compensation plans that provide for grants of restricted stock units and stock options to employees and non-employee directors of the Company who perform services for the Company.

The Company expenses equity-based compensation, which is included in Salaries and benefits in the consolidated statements of operations, primarily on a straight-line basis over the requisite service period based upon the fair value of the award on the date of grant, the estimated achievement of any performance targets and anticipated staff retention. The awards under equity-based compensation are classified as equity and included as a component of equity on the Company’s consolidated balance sheets, as the ultimate payment of such awards will not be achieved through use of the Company’s cash or other assets. See Note 17 — Share-based Compensation for additional information about our share-based compensation.

Fixed Assets — Fixed assets are stated at cost less accumulated depreciation. Expenditures for improvements are capitalized; repairs and maintenance are charged to expenses as incurred. Depreciation is computed primarily using the straight-line method based on the estimated useful lives of assets.

Depreciation on internally developed software is amortized over the estimated useful life of the asset ranging from 3 to 10 years. Buildings include assets held under capital leases and are depreciated over the lesser of 50 years, the asset lives or the lease terms. Depreciation on leasehold improvements is calculated over the lesser of the useful lives of the assets or the remaining lease terms. Depreciation on furniture and equipment is calculated based on a range of 3 to 10 years. Land is not depreciated.

Long-lived assets are tested for recoverability whenever events or changes in circumstance indicate that their carrying amounts may not be recoverable. An impairment loss is recognized if the carrying amount of a long-lived asset is not recoverable and exceeds its fair value. Recoverability is determined based on the undiscounted cash flows expected to result from the use and eventual disposition of the asset or asset group. Long-lived assets and certain identifiable intangible assets to be disposed of are reported at the lower of carrying amount or fair value less cost to sell. See Note 7 — Fixed Assets for additional information about our fixed assets.

Operating Leases —Rentals payable on operating leases are charged straight line to Other operating expenses in the consolidated statements of operations over the lease term. See Note 13 — Commitments and Contingencies for additional information about our operating leases.

Goodwill and Other Intangible Assets — In applying the acquisition method of accounting for business combinations, amounts assigned to identifiable assets and liabilities acquired were based on estimated fair values as of the date of acquisition, with the remainder recorded as goodwill. Intangible assets are initially valued at fair value using generally accepted valuation methods appropriate for the type of intangible asset. Intangible assets with definite lives are amortized over their estimated useful lives and are reviewed for impairment if indicators of impairment arise. Intangible assets with indefinite lives (currently only acquired software that is in the in-process research and development stage) are tested for impairment annually as of October 1, and whenever indicators of impairment exist. The fair values of intangible assets are compared with their carrying values, and an impairment loss would be recognized for the amount by which a carrying amount exceeds its fair value.

Acquired intangible assets are amortized over the following periods:



	Amortization basis	Expected life (years)
Client relationships	In line with underlying cash flows	5 to 20
Software	In line with underlying cash flows or straight line basis	4 to 7
Product	In line with underlying cash flows	17.5
Trademark and trade name	Straight line basis	14 to 25
Favorable agreements	Straight line basis	7
Management contracts	Straight line basis	18

Goodwill is tested for impairment annually as of October 1, and whenever indicators of impairment exist. Goodwill is tested at the reporting unit level, and the Company had eight reporting units as of October 1, 2016. In the first step of the impairment test, the fair value of each reporting unit is compared with its carrying value, including goodwill. If the carrying value of a reporting unit exceeds its fair value, the amount of an impairment loss, if any, is calculated in the second step of the impairment test by comparing the implied fair value of reporting unit goodwill with the carrying amount of that goodwill. The Company’s goodwill impairment tests for the years ended December 31, 2016 and 2015 have not resulted in any impairment charges. See Note 8 — Goodwill and Other Intangible Assets for additional information about our goodwill and other intangible assets.

Pensions — The Company has multiple defined benefit pension and defined contribution plans. The net periodic cost of the Company’s defined benefit plans are measured on an actuarial basis using various methods and actuarial assumptions. The most significant assumptions are the discount rates (calculated from the 2016 fiscal year and forward using the granular approach to calculating service and interest cost) and the expected long-term rates of return on plan assets. Other material assumptions include rates of participant mortality, the expected long-term rates of compensation and pension increases and rates of employee termination. Gains and losses occur when actual experience differs from actuarial assumptions. If such gains or losses exceed ten percent of the greater of plan assets or plan liabilities, the Company amortizes those gains or losses over the average remaining service period or average remaining life expectancy, as appropriate, of the plan participants. In accordance with U.S. GAAP, the Company records on its consolidated balance sheets the funded status of its pension plans based on the projected benefit obligation.

Contributions to the Company’s defined contribution plans are recognized as incurred. Differences between contributions payable in the year and contributions actually paid are shown as either other assets or other liabilities in the consolidated balance sheets. See Note 12 — Retirement Benefits for additional information about our pensions.

Revenue Recognition — Revenues include insurance commissions, fees in lieu of commission, fees for consulting services rendered, hosted and delivered software, survey sales, interest 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 as a cost of revenue.

Commissions and fees

Commissions revenue. Brokerage commissions and fees negotiated in lieu of commissions 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 revenues consists of fees earned from providing consulting services. We recognize revenues 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.

Revenues for fixed-fee arrangements are 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 revenues to be received for that engagement are 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.

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 who 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 revenues when the results are delivered online and made available to our clients who have a contractual right to the data. If the data is updated more frequently than annually, we recognize the survey revenues ratably over the contractually stated period.

Interest and other income

Interest income. Interest income is recognized as earned.

Other Income. Other income includes 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, examples and technical corrections 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 in the amount 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 its assessment of the impacts of the accounting standard, and related updates, to the consolidated financial statements, and will note material impacts when known.

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 and 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. While the Company continues to assess the impact of the ASU to the consolidated financial statements, the majority of our leases are currently considered operating leases and will be capitalized as a lease asset on our balance sheet with a related lease liability for the obligated lease payments.

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 and 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 August 2016, the FASB issued ASU No. 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 still assessing the impact of this ASU, but we believe the impact on our financial statements will be immaterial as we are largely in compliance with its requirements.

In October 2016, the FASB issued ASU No. 2016-16 ‘Income Taxes’, which amends guidance regarding the recognition of current and deferred income taxes for intra-entity asset transfers. Current U.S. GAAP prohibits the recognition of current and deferred income taxes for an intra-entity asset transfer until the asset has been sold to an outside party. The ASU states that an entity should recognize the income tax consequences of an intra-entity transfer of an asset other than inventory when the transfer occurs. The amendments in this ASU should be applied on a modified retrospective basis through a cumulative-effect adjustment directly to retained earnings as of the beginning of the period of adoption. The Company intends to early adopt this standard on January 1, 2017. The cumulative-effect adjustment will be immaterial to the consolidated financial statements.

In January 2017, the FASB issued ASU No. 2017-01 ‘Business Combinations - Clarifying the Definition of a Business’, which clarifies the definition of a business, to assist with the evaluation of whether transactions should be accounted for as acquisitions (or disposals) of assets or businesses. The amendments in this ASU include the provision of a screen to determine when an integrated set of assets and activities is not a business; that is, when substantially all of the fair value of the gross assets acquired (or disposed of) is concentrated in a single identifiable asset (or a group of similar identifiable assets), the set is not a business. This screen reduces the number of transactions that need to be further evaluated. The ASU becomes effective for the Company at the beginning of 2018. The amendments in this ASU should be applied prospectively. Early adoption is permitted for acquisitions (or disposals) that have not already been reported in the financial statements. The Company is currently assessing the impact that this ASU will have on its consolidated financial statements.

In January 2017, the FASB issued ASU No. 2017-04 ‘Simplifying the Test for Goodwill Impairment’, which simplifies the subsequent measurement of goodwill by eliminating Step 2 from the goodwill impairment test. In computing the implied fair value of goodwill under Step 2, current U.S. GAAP requires the performance of procedures to determine the fair value at the impairment testing date of assets and liabilities (including unrecognized assets and liabilities) following the procedure that would be required in determining the fair value of assets acquired and liabilities assumed in a business combination. Instead, the amendments under this ASU require the goodwill impairment test to be performed by comparing the fair value of a reporting unit with its carrying amount. An impairment charge should be recognized for the amount by which the carrying amount exceeds the reporting unit’s fair value; however, the loss recognized should not exceed the total amount of goodwill allocated to that reporting unit. The ASU becomes effective for the Company at the beginning of 2020. The amendments in this ASU should be applied on a prospective basis. Early adoption is permitted for interim or annual goodwill impairment tests performed on testing dates after January 1, 2017. The Company does not expect an immediate impact to its consolidated financial statements upon adopting this ASU since the most recent Step 1 goodwill impairment test resulted in fair values exceeding carrying values for all reporting units at October 1, 2016.

Adopted

In May 2015, the FASB issued ASU No. 2015-07, ‘Fair Value Measurement - Disclosures for Investments in Certain Entities That Calculate Net Asset Value per Share (or Its Equivalent)’, which simplifies reporting requirements and modifies those investments required to be classified within the fair value hierarchy. Certain investments measured at fair value using the Net Asset Value (‘NAV’) practical expedient are no longer required to be classified as a Level within the fair value hierarchy table. Entities will be required to include in their disclosure, the fair value of the investments using the NAV practical expedient so that financial statement users can reconcile amounts reported in the fair value hierarchy table to amounts reported on the balance sheet. The ASU is to be applied retrospectively in all periods presented in an entity’s financial statements. The Company adopted this standard on January 1, 2016. The adoption has been reflected in the fair value tables in Note 12 — Retirement Benefits to these 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 consolidated financial statements and disclosed in Note 8 — Goodwill and Other Intangible Assets and Note 3 — Merger and Acquisitions to these consolidated financial statements.

Merger and Acquisitions

12 Months Ended

Dec. 31, 2016

Business Combinations [Abstract]

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 will allow 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 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	37
Aggregate Merger Consideration	$	8,723

A summary of the 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	82
Fixed assets, net	204
Goodwill	6,783
Intangible assets	3,991
Pension benefits assets	67
Other non-current assets	115
Deferred tax liabilities	(1,151		)
Liability for pension benefits	(923		)
Other current liabilities ⁽ⁱ⁾	(667		)
Other non-current liabilities ⁽ⁱⁱ⁾	(331		)
Long term debt, including current portion ⁽ⁱⁱⁱ⁾	(740		)
Net assets acquired	8,731
Noncontrolling interests acquired	(8		)
Allocated Aggregate Merger Consideration	$	8,723

____________________


(i)	Includes $348 million in accounts payable, accrued liabilities and deferred revenue, $308 million in employee-related liabilities and $11 million in other current liabilities.


(ii)	Includes acquired contingent liabilities of $242 million. See Note 13 — 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 under Towers Watson’s term loan ($188 million) and revolving credit facility ($212 million) and a draw down 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 partially funded the $694 million Towers Watson pre-merger special dividend.

The assessment outlined above was updated to reflect changes in the initial estimates of the fair values of assets and liabilities acquired as presented in the subsequent event disclosure of the fiscal year 2015 Form 10-K, including the following material changes: intangible assets decreased by $119 million; deferred tax liabilities increased by $135 million; and goodwill increased by $237 million for the residual amount of the changes. 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		17.5
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 date of the Merger, $39 million was not yet placed in service. 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 underlying cash flows or on a straight line basis.

The purchase price allocation as of the date of acquisition was based on a valuation of the assets acquired and liabilities assumed in the acquisition. All revisions to the purchase price allocation during the year ended December 31, 2016 are reflected in our current consolidated financial statements, and the purchase price allocation is final.

The following pro forma financial information is unaudited and is intended to reflect the impact of the Merger on Willis Towers Watson’s 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.



	Years ended December 31,
			Pro Forma
	As reported		(Unaudited)
	2016		2015
Total revenues	$	7,887	$	7,492
Net income attributable to Willis Towers Watson	$	420	$	640
Diluted earnings per share	$	3.04	$	4.64

The above pro forma financial information for the year ended December 31, 2015 does not include pro forma adjustments for the Gras Savoye or other acquisitions as their revenues and results of operations were immaterial to the consolidated financial statements.

Revenues attributable to Towers Watson for the year ended December 31, 2016 were $3.6 billion. Net income attributable to Towers Watson for the year ended December 31, 2016 was $111 million.

Acquired Share-Based Compensation Plans

In connection with our Merger with Towers Watson on January 4, 2016, we assumed certain stock options and restricted stock 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 Merger 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 and the 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 the 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 Stock Units. The outstanding unvested restricted stock units were converted into 597,307 Willis Towers Watson restricted stock units using the conversion ratios stated in the Merger agreement. The fair value of these restricted stock units was calculated using 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 the 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 10 — Debt to these consolidated financial statements.

Deferred consideration is payable on the first and second anniversary of the acquisition. The discounted fair value of the deferred consideration at December 31, 2016 and 2015 was $4 million and $10 million, respectively. None of the goodwill recognized on the transaction is tax deductible.

The following table presents the Company’s 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	584
Intangible assets	440
Other assets	56
Fiduciary liabilities	(625		)
Deferred revenue and accrued expenses	(80		)
Short and long-term debt	(80		)
Net deferred tax liabilities	(87		)
Other liabilities	(179		)
Net assets acquired	830
Decrease in paid in capital for purchase of noncontrolling interest	43
Noncontrolling interest acquired	(40		)
Purchase price allocation	$	833

The purchase price allocation as of the date of acquisition was based on a valuation and was subject to revision within the purchase price allocation period as more detailed analysis was completed and additional information about the value of assets acquired and liabilities assumed became available. During the year ended December 31, 2016, the assessment outlined above was updated to reflect the final estimates of the fair value of assets and liabilities acquired. The purchase price allocation is final.

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. At December 31, 2015, the discounted fair value of the deferred and contingent considerations, based on best estimates, at acquisition were $124 million and $29 million, respectively. At December 31, 2016, the discounted fair values of the deferred consideration, related to the second and third anniversaries, and contingent consideration were $69 million and $26 million, respectively.

The Company recognized assets and liabilities acquired of $1.1 billion and $844 million, respectively. Included within the acquired assets are identifiable intangible assets of $231 million and goodwill of $184 million.

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. There have been no material revisions to the purchase price allocation during the year ended December 31, 2016 and the purchase price allocation is final.

Segment Information

12 Months Ended

Dec. 31, 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 revenues and segment 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.

The prior period comparatives have been retroactively reclassified for our segment reorganization.

Willis Towers Watson’s chief operating decision maker is the chief executive officer. We determined that the operational data used by the chief operating decision maker is at the segment level. Management bases strategic goals and decisions on these segments and the data presented below is used to assess the adequacy of strategic decisions, the method of achieving these strategies and related financial results.

Management evaluates the performance of its segments and allocates resources to them based on net operating income on a pre-bonus, pre-tax basis. Consolidated U.S. GAAP revenues include amounts that were directly incurred on behalf of our clients and reimbursed by them (reimbursable expenses).

See Item 1 within this Annual Report on Form 10-K for complete descriptions of our segments. A brief description 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 healthcare 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 revenues include commissions and fees, interest and other income. U.S. GAAP revenues include amounts that were directly incurred on behalf of our clients and reimbursed by them (reimbursable expenses), which are removed from segment revenues. Segment commissions and fees excludes interest and other income. Segment operating income excludes certain costs, including (i) amortization of intangibles; (ii) restructuring costs; (iii) certain transaction and integration 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 will be created between internally allocated expenses and the actual expense that we report for U.S. GAAP purposes.

Segment revenues 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 that 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 years ended December 31, 2016, 2015, and 2014, respectively:



	Years ended December 31,
	HCB						CRB						IRR						ES						Total
	2016		2015		2014		2016		2015		2014		2016		2015		2014		2016		2015		2014		2016		2015		2014
Segment commissions and fees	$	3,210	$	697	$	653	$	2,502	$	2,301	$	2,365	$	1,382	$	812	$	749	$	652	$	—	$	—	$	7,746	$	3,810	$	3,767
Segment interest and other income	16		1		2		29		17		16		59		1		17		2		—		—		106		19		35
Segment revenues	$	3,226	$	698	$	655	$	2,531	$	2,318	$	2,381	$	1,441	$	813	$	766	$	654	$	—	$	—	$	7,852	$	3,829	$	3,802

Segment operating income	$	680	$	157	$	144	$	520	$	491	$	500	$	306	$	188	$	228	$	102	$	—	$	—	$	1,608	$	836	$	872

The table below presents a reconciliation of the information reported by segment to the consolidated amounts reported for the years ended December 31, 2016, 2015, and 2014, respectively:



	Years ended December 31,
	2016			2015			2014
Revenues:
Total segment revenues	$	7,852		$	3,829		$	3,802
Fair value adjustment to deferred revenue	(58		)	—			—
Reimbursable expenses and other	93			—			—
Total revenues	$	7,887		$	3,829		$	3,802

Total segment operating income	$	1,608		$	836		$	872
Differences in allocation methods ⁽ⁱ⁾	18			(65		)	(131		)
Fair value adjustment for deferred revenue	(58		)	—			—
Amortization	(591		)	(76		)	(54		)
Restructuring costs	(193		)	(126		)	(36		)
Transaction and integration expenses ⁽ⁱⁱ⁾	(177		)	(73		)	—
Provision for the Stanford litigation	(50		)	(70		)	—
Other, net	(6		)	1			(4		)
Income from operations	551			427			647
Interest expense	184			142			135
Other expense/(income), net	27			(55		)	(6		)
Income from continuing operations before income taxes and interest in earnings of associates	$	340		$	340		$	518

____________________


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


(ii)	Includes transaction and integration expenses related to the Merger and the acquisition of Gras Savoye.

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

None of the Company’s customers represented a significant amount of the Company’s consolidated commissions and fees for the years ended December 31, 2016, 2015 and 2014.

Below are our revenues and long-lived assets by legal entity for Ireland, our country of domicile, countries with significant concentrations, and all other foreign countries for each of the years ended December 31, 2016, 2015 and 2014:



	Revenues						Long-Lived Assets ⁽ⁱ⁾
	2016		2015		2014		2016		2015		2014
Ireland	$	92	$	64	$	51	$	114	$	124	$	121

United States	3,395		1,597		1,600		11,400		1,759		1,800
United Kingdom	2,236		1,055		1,057		2,431		2,426		1,666
Rest of World	2,164		1,113		1,094		2,466		1,951		976
Total Foreign Countries	7,795		3,765		3,751		16,297		6,136		4,442
	$	7,887	$	3,829	$	3,802	$	16,411	$	6,260	$	4,563

____________________


(i)	Long-Lived Assets does not include deferred tax assets.

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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Reference 11: http://www.xbrl.org/2003/role/presentationRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 280
-SubTopic 10
-Section 50
-Paragraph 10
-URI http://asc.fasb.org/extlink&oid=68060357&loc=d3e8538-108599

Reference 12: http://www.xbrl.org/2003/role/presentationRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 280
-SubTopic 10
-Section 50
-Paragraph 29
-URI http://asc.fasb.org/extlink&oid=68060357&loc=d3e8864-108599

Reference 13: http://www.xbrl.org/2003/role/presentationRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 280
-SubTopic 10
-Section 50
-Paragraph 31
-URI http://asc.fasb.org/extlink&oid=68060357&loc=d3e8924-108599

Reference 14: http://www.xbrl.org/2003/role/presentationRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 280
-SubTopic 10
-Section 50
-Paragraph 30
-URI http://asc.fasb.org/extlink&oid=68060357&loc=d3e8906-108599

Restructuring and Related Activities [Abstract]

Restructuring Costs

12 Months Ended

Dec. 31, 2016

Restructuring Costs

The Company had two restructuring programs during the year ended December 31, 2016. The Legacy Willis Operational Improvement Program (‘OIP’) and the Willis Towers Watson Business Restructuring Program (‘BRP’). Expenses related to these plans are recorded in restructuring costs on the consolidated statements of operations.

An analysis of our total restructuring costs recorded in the statements of operations, and the costs by segment, and costs attributable to corporate functions, for the years ended December 31, 2016, 2015, and 2014 are as follows:



	HCB		CRB		IRR		ES		Corporate		Total
Year ended December 31, 2016
Termination benefits	$	33	$	26	$	6	$	1	$	2	$	68
Professional services and other⁽ⁱⁱ⁾	4		81		4		—		36		125
Total	$	37	$	107	$	10	$	1	$	38	$	193

Year ended December 31, 2015 ⁽ⁱ⁾
Termination benefits	$	2	$	24	$	7	$	—	$	3	$	36
Professional services and other⁽ⁱⁱ⁾	1		57		2		—		30		90
Total	$	3	$	81	$	9	$	—	$	33	$	126

Year ended December 31, 2014 ⁽ⁱ⁾
Termination benefits	$	—	$	15	$	1	$	—	$	—	$	16
Professional services and other⁽ⁱⁱ⁾	—		3		—		—		17		20
Total	$	—	$	18	$	1	$	—	$	17	$	36

___________________


(i)	The prior period comparatives have been retroactively reclassified for 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 programs.

Operational Improvement Program - In April 2014, Legacy Willis announced a multi-year operational improvement program designed to strengthen its client service capabilities and to deliver future cost savings. The main elements of the program, which will be completed by the end of 2017, include: moving more than 3,500 support roles from higher cost locations to facilities in lower cost locations; net workforce reductions in support positions; lease consolidation in real estate; and information technology systems simplification and rationalization.

The Company recognized restructuring costs of $145 million, $126 million, and $36 million for the years ended December 31, 2016, 2015 and 2014, related to its OIP. The Company expects to incur an additional $130 million of restructuring costs through the end of 2017, bringing the cumulative restructuring charges to approximately $440 million.

An analysis of the total cumulative restructuring costs recognized for the OIP from commencement to December 31, 2016 by segment, and costs attributable to corporate functions, are 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	$	18	$	3	$	—	$	1	$	23
Professional services and other⁽ⁱⁱ⁾	1		81		4		—		36		122
Total
Termination benefits	$	3	$	57	$	11	$	—	$	4	$	75
Professional services and other⁽ⁱⁱ⁾	2		141		6		—		83		232
Total	$	5	$	198	$	17	$	—	$	87	$	307

____________________


(i)	The prior period comparatives have been retroactively reclassified for 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.

At December 31, 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	23			122			145
Cash payments	(31		)	(115		)	(146		)
Balance at December 31, 2016	$	7		$	18		$	25

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. The main element of the program was workforce reductions, and was completed as of December 31, 2016. The Company recognized restructuring costs of $48 million for the year ended December 31, 2016.

An analysis of the total cumulative restructuring costs recognized for the BRP from commencement to December 31, 2016 by segment, and those costs attributable to corporate functions, are as follows:



	HCB		CRB		IRR		ES		Corporate		Total
2016
Termination benefits	$	32	$	8	$	3	$	1	$	1	$	45
Professional services and other⁽ⁱ⁾	3		—		—		—		—		$	3
Total	$	35	$	8	$	3	$	1	$	1	$	48

____________________


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

At December 31, 2016, the Company’s liability under the BRP is as follows:



	Termination Benefits			Professional Services and Other			Total
Balance at December 31, 2015	$	—		$	—		$	—
Charges incurred	45			3			48
Cash payments	(19		)	(3		)	(22		)
Balance at December 31, 2016	$	26		$	—		$	26

Income Taxes

12 Months Ended

Dec. 31, 2016

Income Tax Disclosure [Abstract]

Income Taxes

Provision for income taxes

An analysis of income/(loss) before income taxes by taxing jurisdiction is shown below:



	Years ended December 31,
	2016			2015			2014
Ireland	$	(27	)	$	(61	)	$	(65	)
U.S.	(311		)	(67		)	92
U.K.	123			65			154
Other jurisdictions	555			403			337
Total	$	340		$	340		$	518

The components of the income tax provision for continuing operations include:



	Years ended December 31,
	2016			2015			2014
Current tax expense/(benefit):
U.S. federal taxes	$	35		$	14		$	(16	)
U.S. state and local taxes	14			1			7
U.K. corporation tax	28			—			29
Other jurisdictions	71			51			73
Total current tax expense	148			66			93
Deferred tax expense/(benefit):
U.S. federal taxes	(214		)	(113		)	35
U.S. state and local taxes	(5		)	(3		)	10
U.K. corporation tax	10			14			24
Other jurisdictions	(35		)	3			(3		)
Total deferred tax (benefit)/expense	(244		)	(99		)	66
Total (benefit from)/provision for income taxes	$	(96	)	$	(33	)	$	159

Effective tax rate reconciliation

The reported income tax provision for continuing operations differs from the amounts that would have resulted had the reported income before income taxes been taxed at the U.S. federal statutory rate. The principal reasons for the differences between the amounts provided and those that would have resulted from the application of the U.S. federal statutory tax rate are as follows:



	Years ended December 31,
	2016			2015			2014
INCOME FROM CONTINUING OPERATIONS BEFORE INCOME TAXES AND INTEREST IN EARNINGS OF ASSOCIATES	$	340		$	340		$	518
U.S. federal statutory income tax rate	35		%	35		%	35		%
Income tax expense at U.S. federal tax rate	119			119			181
Adjustments to derive effective rate:
Non-deductible expenses and dividends	15			32			21
Non-deductible acquisition costs	1			9			—
Disposal of non-deductible goodwill	2			3			11
Gain on remeasurement of equity interests	—			(20		)	—
Impact of change in rate on deferred tax balances	(15		)	(5		)	—
Effect of foreign exchange and other differences	6			(1		)	(4		)
Non-deductible Venezuelan foreign exchange loss	4			11			5
Changes in valuation allowances	(74		)	(104		)	7
Net tax effect of intra-group items	(98		)	(30		)	(30		)
Tax differentials of non-U.S. jurisdictions	(80		)	(42		)	(48		)
Tax differentials of U.S. state taxes and local taxes	14			(2		)	17
Other items, net	10			(3		)	(1		)
(Benefit from)/provision for income taxes	$	(96	)	$	(33	)	$	159

Willis Towers Watson plc is a non-trading holding company tax resident in Ireland where it is taxed at the statutory rate of 25%. The provision for income tax on continuing operations has been reconciled above to the U.S. federal statutory tax rate of 35% due to significant operations in the U.S.

Deferred income taxes

Deferred income tax assets and liabilities reflect the effect of temporary differences between the assets and liabilities recognized for financial reporting purposes and the amounts recognized for income tax purposes. We recognize deferred tax assets if it is more likely than not that a benefit will be realized.

Deferred income tax assets and liabilities included in the consolidated balance sheets at December 31, 2016 and 2015 are comprised of the following:



	December 31,
	2016			2015
Deferred tax assets:
Accrued expenses not currently deductible	$	286		$	175
Net operating losses	116			115
Capital loss carryforwards	28			33
Accrued retirement benefits	467			109
Deferred compensation	83			34
Stock options	36			16
Financial derivative transactions	12			4
Gross deferred tax assets	1,028			486
Less: valuation allowance	(134		)	(187		)
Net deferred tax assets	$	894		$	299
Deferred tax liabilities:
Cost of intangible assets, net of related amortization	$	1,431		$	289
Cost of tangible assets, net of related depreciation	73			32
Prepaid retirement benefits	85			111
Accrued revenue not currently taxable	119			31
Deferred tax liabilities	$	1,708		$	463
Net deferred tax liabilities	$	814		$	164

The net deferred income tax assets are included in other non-current assets and the net deferred tax liabilities are included in deferred tax liabilities in our balance sheets.



	December 31,
	2016		2015
Balance sheet classifications:
Other non-current assets	$	50	$	76
Deferred tax liabilities	864		240
Net deferred tax liability	$	814	$	164

At December 31, 2016, the Company had deferred tax assets of $894 million, net of the valuation allowance. Management believes, based on the evaluation of positive and negative evidence, including the future reversal of existing taxable temporary differences, it is more likely than not that the Company will realize the benefits of these deductible differences, net of the valuation allowance. During calendar year 2016 the Company released a valuation allowance of $69 million relating to accrued interest not deductible as a result of deferred tax liabilities recorded for the Merger. The future reversal of the deferred tax liabilities serve as a source of income to recognize the deferred tax asset for accrued interest not deductible.

At December 31, 2016, we had U.S. federal and non-U.S. tax loss carryforwards amounting to $246 million of which $197 million can be indefinitely carried forward under local statutes. The remaining $49 million of net operating loss carryforwards will expire, if unused, in varying amounts from 2017 through 2036. In addition, we had U.S. state net operating loss carryforwards of $1.2 billion, which will expire in varying amounts from 2017 to 2036.

At December 31, 2016 and 2015, the Company had valuation allowances of $134 million and $187 million, respectively, to reduce its deferred tax assets to estimated realizable value. The valuation allowance at December 31, 2016 relates to deferred tax assets for U.K. capital loss carryforwards of $28 million, which have an unlimited carryforward period. The valuation allowances on U.S. and non-U.S. net operating losses are $78 million and $28 million, respectively. The valuation allowance at December 31, 2015 relates to deferred tax assets for U.K. capital loss carryforwards of $33 million and accrued interest not currently deductible of $69 million, which have an unlimited carryforward period. The valuation allowances on U.S. and non-U.S. net operating losses are $79 million and $6 million, respectively.

An analysis of our valuation allowance is shown below.



	Years ended December 31,
	2016			2015			2014
Balance at beginning of year	$	187		$	280		$	196
Additions charged against/(credited to) to costs and expenses	—			—			—
Additions charged against/(credited to) to other accounts	21			2			84
Deductions	(74		)	(95		)	—
Balance at end of year	$	134		$	187		$	280

The amount charged to tax expense in the table above for 2016 differs from the effect of $74 million disclosed in the rate reconciliation primarily because the movement in this table includes the effects of acquisition accounting, which does not impact tax expense.

The Company recognizes deferred tax balances related to the undistributed earnings of subsidiaries when the Company expects that it will recover those undistributed earnings in a taxable manner, such as through receipt of dividends or sale of the investments. Historically, we have not provided deferred taxes on the cumulative earnings of our subsidiaries that have been reinvested indefinitely.

As a result of the Merger, and our plan to restructure certain foreign operations or distribute accumulated earnings of certain acquired Towers Watson subsidiaries’, we recorded a deferred tax liability of $77 million on outside basis differences and cumulative earnings through goodwill. 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 cumulative earnings related to amounts reinvested indefinitely as of December 31, 2016 were approximately $5.9 billion. It is not practicable to estimate the tax liability that might be payable if such earnings are not reinvested indefinitely. If future events, including material changes in estimates of cash, working capital, long-term investment requirements or U.S. tax reform necessitate that these earnings be distributed, an additional provision for income and foreign withholding taxes, net of credits, may be necessary.

Uncertain tax positions

At December 31, 2016, the amount of unrecognized tax benefits associated with uncertain tax positions, determined in accordance with ASC 740-10, excluding interest and penalties, was $56 million. This liability can be reduced by $4 million of offsetting deferred tax benefits associated with timing differences, foreign tax credits and the federal tax benefit of state income taxes. If recognized, $52 million of this difference would impact our effective tax rate.

A reconciliation of the beginning and ending balances of the liability for unrecognized tax benefits is as follows:



	2016			2015			2014
Balance at beginning of year	$	22		$	19		$	41
Increases related to acquisitions	33			8			—
Increases related to tax positions in prior years	1			1			3
Decreases related to tax positions in prior years	(9		)	(6		)	(32		)
Decreases related to settlements	(1		)	—			—
Decreases related to lapse in statute of limitations	(1		)	—			—
Increases related to current year tax positions	11			2			8
Cumulative translation adjustment	—			(2		)	(1		)
Balance at end of year	$	56		$	22		$	19

The liability for the years ended December 31, 2015 and 2014, respectively, had nil and $2 million of deferred tax benefits that, if recognized, would have a favorable impact on our effective tax rate. In addition, there are no material balances that would result in adjustments to other tax accounts.

Interest and penalties related to unrecognized tax benefits are included as a component of income tax expense. At December 31, 2016, we had cumulative accrued interest of $4 million. At December 31, 2015, the cumulative accrued interest was immaterial. Penalties accrued in 2016 and 2015, respectively, were immaterial.

Tax expense for the years ended December 31, 2016 and 2015 include interest benefits of $1 million, and nil, respectively.

The Company believes that the outcomes which are reasonably possible within the next 12 months may result in a reduction in the liability for uncertain tax positions in the range of $3 million to $6 million, excluding interest and penalties.

The Company and its subsidiaries file income tax returns in various tax jurisdictions in which it operates. During calendar year 2016 the Company recognized approximately $3 million of income tax benefits, including interest and penalties due to U.S. Federal lapses in statutes of limitations and effective settlements related to fiscal year 2015.

Willis North America Inc. is not currently under examination by the U.S. Internal Revenue Service (‘IRS’). Although tax years 2008 through 2012 are closed, the IRS could make adjustments (but not assess additional tax) up to the amount of net operating losses carried forward from those years and utilized in open years. Towers Watson & Co. is currently being audited by the IRS under the Compliance Assurance Process (‘CAP’) for the short tax period July 1, 2015 to January 4, 2016. Under CAP, the IRS works with large business taxpayers to identify and resolve issues prior to the filing of a tax return. This is Towers Watson & Co.’s last year in the CAP program. As of December 31, 2016, the Company has not been advised of any significant adjustments. We also have ongoing state income tax examinations in certain states for tax years ranging from fiscal year ended June 30, 2012 through fiscal year ended June 30, 2014. The statute of limitations in certain states extends back to 2002 as a result of changes to taxable income resulting from prior year federal tax examinations.

All U.K. tax returns have been filed timely and are in the normal process of being reviewed by HM Revenue & Customs. The Company is not currently subject to any material examinations in other jurisdictions. A summary of the tax years that remain open to tax examination in our major tax jurisdictions are as follows:



	Open Tax Years (fiscal year ending in)
U.S. — federal	2013 and forward
U.S. — various states	2002 and forward
U.K.	2010 and forward
Ireland	2013 and forward
France	2010 and forward
Germany	2002 and forward
Canada - federal	2009 and forward

Fixed Assets

12 Months Ended

Dec. 31, 2016

Property, Plant and Equipment [Abstract]

Fixed Assets

The following table reflects changes in the net carrying amount of the components of fixed assets for the year ended December 31, 2016 and 2015:



	Furniture, equipment and software			Leasehold improvements			Land and buildings			Total
Cost: at January 1, 2015	$	642		$	245		$	93		$	980
Additions	119			27			—			146
Acquisitions	26			26			5			57
Disposals	(31		)	(16		)	—			(47		)
Foreign exchange	(32		)	(10		)	(3		)	(45		)
Cost: at December 31, 2015	724			272			95			1,091
Additions	265			44			2			311
Acquisitions	109			95			—			204
Disposals	(28		)	(8		)	—			(36		)
Foreign exchange	(61		)	(21		)	(7		)	(89		)
Cost: at December 31, 2016	$	1,009		$	382		$	90		1,481

Depreciation: at January 1, 2015	$	(366	)	$	(93	)	$	(38	)	$	(497	)
Depreciation expense	(72		)	(19		)	(4		)	(95		)
Disposals	28			14			—			42
Foreign exchange	17			4			1			22
Depreciation: at December 31, 2015	(393		)	(94		)	(41		)	(528		)
Depreciation expense	(119		)	(55		)	(4		)	(178		)
Disposals	17			5			—			22
Foreign exchange	31			7			4			42
Depreciation: at December 31, 2016	$	(464	)	$	(137	)	$	(41	)	$	(642	)
Net book value:
At December 31, 2015	$	331		$	178		$	54		$	563

At December 31, 2016	$	545		$	245		$	49		$	839

Included within land and buildings are the following assets held under capital leases:



	December 31,
	2016			2015
Capital leases	$	32		$	32
Accumulated depreciation	(12		)	(10		)
	$	20		$	22

Depreciation related to capital leases was $2 million for each of the years ended December 31, 2016, 2015 and 2014.

Goodwill and Other Intangible Assets, Net

12 Months Ended

Dec. 31, 2016

Goodwill and Intangible Assets Disclosure [Abstract]

Goodwill and Other Intangible Assets, Net

Goodwill and Other Intangible Assets

Goodwill

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 years ended December 31, 2016 and 2015:



	HCB			CRB			IRR			ES		Total
Balance at December 31, 2014 ⁽ⁱ⁾
Goodwill, gross	$	677		$	1,897		$	855		$	—	$	3,429
Accumulated impairment losses	(130		)	(362		)	—			—		(492		)
Goodwill, net	547			1,535			855			—		2,937
Purchase price allocation adjustments	1			—			—			—		1
Goodwill acquired during the period	330			348			187			—		865
Goodwill disposed of during the period	(3		)	(9		)	(1		)	—		(13		)
Foreign exchange	(19		)	(24		)	(10		)	—		(53		)
Balance at December 31, 2015 ⁽ⁱ⁾
Goodwill, gross	$	986		$	2,212		$	1,031		$	—	$	4,229
Accumulated impairment losses	(130		)	(362		)	—			—		(492		)
Goodwill, net	856			1,850			1,031			—		3,737
Purchase price allocation adjustments	8			5			(7		)	—		6
Goodwill acquired during the period ⁽ⁱⁱ⁾	3,458			—			770			2,557		6,785
Goodwill disposed of during the period	—			(5		)	—			—		(5		)
Foreign exchange	(40		)	(34		)	(36		)	—		(110		)
Balance at December 31, 2016
Goodwill, gross	4,412			2,178			1,758			2,557		10,905
Accumulated impairment losses	(130		)	(362		)	—			—		(492		)
Goodwill, net	$	4,282		$	1,816		$	1,758		$	2,557	$	10,413

____________________


(i)	The prior period comparatives have been retroactively reclassified for our segment reorganization. See Note 4 — Segment Information for further details.


(ii)	Goodwill acquired consists primarily of goodwill recognized from the Merger.

Other Intangible Assets

The following table reflects changes in the net carrying amount of the components of finite-lived intangible assets for the year ended December 31, 2016:



	Balance as of December 31, 2015		Purchase price allocation adjustments			Intangible assets acquired		Intangible assets disposed			Amortization (ii)			Foreign Exchange			Balance as of December 31, 2016
Client relationships	$	920	$	2		$	2,222	$	(5	)	$	(395	)	$	(89	)	$	2,655
Management contracts	62		—			—		—			(4		)	(4		)	54
Software ⁽ⁱ⁾	77		(13		)	675		—			(142		)	(27		)	570
Trademark and trade name	50		1			1,003		—			(45		)	(3		)	1,006
Product	—		—			42		—			(3		)	(6		)	33
Favorable agreements	2		—			11		—			(2		)	—			11
Other	4		—			—		—			(2		)	1			3
Total amortizable intangible assets	$	1,115	$	(10	)	$	3,953	$	(5	)	$	(593	)	$	(128	)	$	4,332

____________________


(i)	In-process research and development intangible assets acquired as part of the Merger on January 4, 2016 of $39 million ($36 million at December 31, 2016) have not yet been placed in service and are not included in this presentation.


(ii)	Amortization associated with favorable agreements is recorded in other Operating expenses in the consolidated statements of operations.

The following table reflects changes in the net carrying amount of the components of finite-lived intangible assets for the year ended December 31, 2015:



	Balance as of December 31, 2014		Intangible assets acquired		Intangible assets disposed			Amortization			Foreign Exchange			Balance as of December 31, 2015
Client relationships	$	373	$	642	$	(5	)	$	(69	)	$	(21	)	$	920
Management contracts	70		—		—			(4		)	(4		)	62
Software	—		77		—			—			—			77
Trademark and trade name	3		50		—			(2		)	(1		)	50
Favorable agreements	—		2		—			—			—			2
Other	4		2		—			(1		)	(1		)	4
Total amortizable intangible assets	$	450	$	773	$	(5	)	$	(76	)	$	(27	)	$	1,115

We recorded amortization related to our finite-lived intangible assets, exclusive of the amortization of our favorable lease agreements, of $591 million, $76 million, and $54 million for the years ended December 31, 2016, 2015 and 2014, respectively.

Our acquired unfavorable lease liabilities were $29 million and $23 million as of December 31, 2016 and December 31, 2015, respectively, and are recorded in the other non-current liabilities in the consolidated balance sheet.

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



	December 31, 2016					December 31, 2015
	Gross Carrying Amount		Accumulated Amortization			Gross Carrying Amount		Accumulated Amortization
Client relationships	$	3,396	$	(741	)	$	1,293	$	(373	)
Management contracts	62		(8		)	67		(5		)
Software	711		(141		)	77		—
Trademark and trade name	1,051		(45		)	52		(2		)
Product	36		(3		)	—		—
Favorable agreements	13		(2		)	2		—
Other	6		(3		)	8		(4		)
Total finite-lived assets	$	5,275	$	(943	)	$	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 December 31, 2016 was 14.8 years.

The table below reflects the future estimated amortization expense for amortizable intangible assets and the rent offset resulting from amortization of the net lease intangible assets and liabilities for the next five years are as follows:



Year ending December 31,	Amortization		Rent offset
2017	$	563	$	(4	)
2018	514		(3		)
2019	458		(2		)
2020	406		(2		)
2021	333		(3		)
Thereafter	2,047		(4		)
Total	$	4,321	$	(18	)

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

12 Months Ended

Dec. 31, 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. For the years ended December 31, 2016 and 2015, all of our derivative instruments qualifying for hedge accounting are considered cash flow hedges. 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 - Interest 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 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 at December 31, 2016 and December 31, 2015 and had total notional amounts of $300 million and fair values of nil for each period, respectively.

Foreign Currency Risk

Some 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, the forecast Pounds sterling expenses of our London brokerage market operations may exceed their Pounds sterling revenues, and they may also hold a significant net Pounds 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 December 31, 2016 and December 31, 2015 had a total notional amount of $945 million and $1.2 billion, respectively, and net fair value liabilities of $110 million and $28 million, respectively.

At December 31, 2016, the Company estimates, based on current interest and exchange rates, there will be $64 million of net derivative losses on forward exchange rates, interest rate swaps, and treasury locks reclassified from accumulated comprehensive income into earnings within the next 12 months as the forecast transactions affect earnings. At December 31, 2016, our longest outstanding maturity was 2.5 years.

The material effects of derivative instruments that are designated as hedging instruments on the consolidated statements of operations for the years ended December 31, 2016, 2015 and 2014 are as follows:



	Loss recognized in OCI (effective portion)									Location of (loss)/gain reclassified from OCI into income (effective portion)	(Loss)/gain reclassified from OCI into income (effective portion)							Location of (loss)/gain recognized in income (ineffective portion and amount excluded from effectiveness testing)	(Loss)/gain recognized in income (ineffective portion and amount excluded from effectiveness testing)
	2016			2015			2014				2016			2015		2014			2016			2015		2014
Foreign exchange forwards	$	(127	)	$	(38	)	$	(31	)	Other expense/(income), net	$	(42	)	$	4	$	16	Interest expense	$	(1	)	$	1	$	(1	)

We also enter into foreign currency transactions, primarily to hedge certain intercompany loans. These derivatives are not generally designated as hedging instruments and at December 31, 2016 and December 31, 2015 we had notional amounts of $630 million and $574 million, and net fair value liabilities of $8 million, and $3 million, respectively, for each of the years then ended. The effects of derivatives that have not been designated as hedging instruments on the consolidated statements of operations for the three years ended December 31, 2016 are immaterial.

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

12 Months Ended

Dec. 31, 2016

Debt Disclosure [Abstract]

Debt

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



	December 31,
	2016		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	5		79
Other debt	2		—
	$	508	$	988

Long-term debt consists of the following:



	December 31,
	2016		2015
Revolving $800 million credit facility	$	238	$	467
6.200% senior notes due 2017	—		394
7-year term loan facility expires 2018	196		218
Term loan expires 2019	169		—
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	565		—
4.625% senior notes due 2023	247		247
4.400% senior notes due 2026	543		—
6.125% senior notes due 2043	271		271
	$	3,357	$	2,278

Guarantees

All direct obligations under the 6.200% and 7.000% senior notes are issued by Willis North America Inc. and guaranteed by Willis Towers Watson, Willis Netherlands Holdings B.V., Willis Investment U.K. Holdings Limited, TA I Limited, Trinity Acquisition plc, Willis Group Limited, Willis Towers Watson Sub Holdings Unlimited Company and WTW Bermuda Holdings Ltd. See Note 21 — Financial Information for Parent Guarantor, Other Guarantor Subsidiaries and Non-Guarantor Subsidiaries .

All direct obligations under the 4.125% (repaid during 2016) and 5.750% senior notes are issued by the Company and guaranteed by Trinity Acquisition plc, Willis Netherlands Holdings B.V., Willis Investment U.K. Holdings Limited, TA I Limited, Willis North America Inc., Willis Group Limited, Willis Towers Watson Sub Holdings Unlimited Company and WTW Bermuda Holdings Ltd. See Note 22 — Financial Information for Parent Issuer, Guarantor Subsidiaries and Non-Guarantor Subsidiaries.

All direct obligations under the 4.625%, 6.125%, 3.500%, 4.400%, and 2.125% senior notes are issued by Trinity Acquisition plc guaranteed by Willis Towers Watson, Willis Netherlands Holdings B.V., Willis Investment U.K. Holdings Limited, TA I Limited, Willis North America Inc., Willis Group Limited, Willis Towers Watson Sub Holdings Unlimited Company and WTW Bermuda Holdings, Ltd. See Note 23 — Financial Information for Issuer, Parent Guarantor, Other Guarantor Subsidiaries and Non-Guarantor Subsidiaries.

Senior Notes

On May 26, 2016, Trinity Acquisition plc issued €540 million ($609 million) of 2.125% senior notes due 2022 (‘2022 senior notes’). The 2022 senior notes 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 senior notes 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. 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 senior notes’) and $550 million of 4.400% senior notes due 2026 (‘2026 senior notes’). The 2021 senior notes and the 2026 senior notes are fully and unconditionally guaranteed by the Company. 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 senior notes and the 2026 senior notes will mature on September 15, 2021 and March 15, 2026, respectively. Interest accrues on the notes from March 22, 2016 and will be paid in cash on March 15 and September 15 of each year. 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.

On August 15, 2013, the Company issued $250 million of 4.625% senior notes due 2023 and $275 million of 6.125% senior notes due 2043. The effective interest rates of these senior notes are 4.696% and 6.154%, respectively, which include the impact of the discount upon issuance. The proceeds were used to repurchase other previously issued senior notes.

In March 2011, the Company issued $300 million of 4.125% senior notes due 2016 and $500 million of 5.750% senior notes due 2021. The effective interest rates of these senior notes are 4.240% and 5.871%, respectively, which include the impact of the discount upon issuance. The proceeds were used to repurchase and redeem other previously issued senior notes. As noted above, the 4.125% senior notes were repaid in March 2016.

In September 2009, Willis North America Inc. issued $300 million of 7.000% senior notes due 2019. The effective interest rates of these senior notes are 7.081%, which include the impact of the discount upon issuance. A portion of the proceeds were used to repurchase and redeem other previously issued senior notes. In August 2013, $113 million of the 7.000% senior notes due 2019 were repurchased.

On March 28, 2007, we issued $600 million of 10 year senior notes at 6.200%. We used the proceeds of the notes to fund share buybacks and to repay the then outstanding borrowings of $200 million under our revolving credit facility. The effective interest rate of these senior notes is 6.253%. In August 2013, $206 million of the 6.200% senior notes were repurchased.

$800 million revolving credit facility

Drawings under the $800 million revolving credit facility (‘RCF’) 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 December 31, 2016 and December 31, 2015, $238 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 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 senior notes 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 debt fees related to the 1-year term loan facility.

WSI revolving credit facility

Willis Securities Inc. (‘WSI’) is permitted to incur up to $400 million in indebtedness under the $800 million revolving credit facility held by Trinity Acquisition plc and has the ability to borrow in Euro, Japanese yen and other approved currencies subject to a reserve for foreign currency fluctuation.

Proceeds under the credit facility may be used for regulatory capital purposes related to securities underwriting only, which allows WSI to meet or exceed capital requirements of regulatory agencies, self-regulatory agencies and their clearing houses, including the Financial Industry Regulatory Authority. Advances under the 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 December 31, 2016 and 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 December 31, 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 year ended December 31, 2016 was 1.83%. 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 December 31, 2016, the balance outstanding on the term loan was $255 million, before reduction of $1 million in debt issuance fees.

Covenants

The terms of our current financings also include certain limitations. For example, the agreements relating to the debt arrangements and credit facilities generally contain numerous operating and financial covenants, including requirements to maintain minimum ratios of consolidated EBITDA to consolidated cash interest expense and maximum levels of consolidated funded indebtedness in relation to consolidated EBITDA, in each case subject to certain adjustments. The operating restrictions and financial covenants in our credit facilities do, and any future financing agreements may, limit our ability to finance future operations or capital needs or to engage in other business activities.

Debt Maturity

The following table summarizes the maturity of our debt, interest on senior notes and excludes any reduction for debt issuance costs:



	2017		2018		2019		2020		2021		Thereafter		Total
Senior notes	$	394	$	—	$	187	$	—	$	950	$	1,645	$	3,176
Interest on senior notes	128		122		119		109		82		489		1,049
Term loans	107		281		85		—		—		—		473
RCF	—		238		—		—		—		—		238
Other debt	7		—		—		—		—		—		7
Total	$	636	$	641	$	391	$	109	$	1,032	$	2,134	$	4,943

Interest Expense

The following table shows an analysis of the interest expense for the years ended December 31:



	Years ended December 31,
	2016		2015		2014
Senior notes	$	139	$	114	$	117
Term loans	17		5		5
RCF	10		6		3
WSI revolving credit facility	2		2		4
Other	16		15		6
Total interest expense	$	184	$	142	$	135

Fair Value Measurements

12 Months Ended

Dec. 31, 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:

Market values for our derivative instruments 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 because we use quoted market prices in determining the fair value of these securities.

Contingent consideration payable is classified as Level 3 and we estimate fair value based on the likelihood and timing of achieving the relevant milestones of each arrangement, applying a probability assessment to each of the potential outcomes, and discounting the probability-weighted payout. Typically, milestones are based on revenue or EBITDA growth for the acquired business.

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



	Balance Sheet Location	Fair Value Measurements on a Recurring Basis at December 31, 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	$	—	$	15	$	—	$	15
Liabilities:
Contingent Consideration:
Contingent consideration (ii)	Other current liabilities and other non-current liabilities	$	—	$	—	$	55	$	55
Derivatives:
Derivative financial instruments (i)	Other current liabilities and other non-current liabilities	$	—	$	133	$	—	$	133



	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:
Contingent Consideration:
Contingent consideration	Other current liabilities and other non-current liabilities	$	—	$	—	$	74	$	74
Derivatives:
Derivative financial instruments (i)	Other current liabilities and other non-current liabilities	$	—	$	57	$	—	$	57

____________________


(i)	See Note 9 — Derivative Financial Instruments for further information on our derivative instruments.

(ii)

Probability weightings are based on our knowledge of the past and planned performance of the acquired entity to which the contingent consideration applies. The weighted average discount rate used on our material contingent consideration calculations was 10.76%. Using different probability weightings and discount rates could result in an increase or decrease of the contingent consideration payable.

The following table summarizes the change in fair value of the Level 3 liabilities:



Fair Value Measurements using significant unobservable inputs (Level 3)	December 31, 2016
Balance at December 31, 2015	$	74
Obligations assumed	3
Payments	(11		)
Realized and unrealized losses	(5		)
Foreign exchange	(6		)
Balance at December 31, 2016	$	55

There were no significant transfers between Levels 1, 2 or 3 in the fiscal years ended December 31, 2016 and 2015.

Fair value information about financial instruments not measured at fair value

The following presents our liabilities not measured at fair value on a recurring basis at December 31, 2016 and 2015:



	December 31, 2016				December 31, 2015
	Carrying Value		Fair Value		Carrying Value		Fair Value
Liabilities:
Current portion of long term debt	$	508	$	513	$	988	$	998
Long-term debt	$	3,357	$	3,504	$	2,278	$	2,394

The carrying values of our revolving lines of credit and term loans approximate their fair values. The fair values above are not necessarily indicative of the amounts that the Company would realize upon disposition nor do they indicate the Company’s intent or ability to dispose of the financial instrument. The fair value of our senior notes are considered level 2 financial instruments as they are corroborated by observable market data.

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

12 Months Ended

Dec. 31, 2015

Retirement Benefits

Defined Benefit Plans and Post-retirement Welfare Plans

Willis Towers Watson sponsors both qualified and non-qualified defined benefit pension plans and other post-retirement welfare plans (‘PRW’) plans 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 includes 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 plan assets and are disclosed herein for the 2016 disclosures.

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 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 $923 million in liability for pension benefits.

As part of these obligations, in the United States, the United Kingdom and Canada, we have non-qualified plans that provide for the additional pension benefits that would be covered under the qualified plan in the respective country were it not for statutory maximums. The non-qualified plans are unfunded.

Certain prior year amounts have been reclassified between the presentation groupings of ‘U.S.’, ‘U.K.’ and ‘Other’ to conform to current year presentation. The significant plans within each grouping are described below:

United States

Legacy Willis – This plan covers approximately one third of the Legacy Willis employees in the United States and is now frozen with no new entrants nor future accruals.

Legacy Towers Watson – This plan covers substantially all Legacy Towers Watson U.S. employees, with the exception of certain employees of our Exchange Solutions segment. 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.

2017 Changes – The Legacy Towers Watson plan’s current non-contributory stable value formula is not available to employees hired or rehired on or after January 1, 2017. Beginning July 1, 2017, Legacy Towers Watson employees participating in the Plan will accrue benefits under a new non-contributory stable value pension formula. Also beginning July 1, 2017, the Plan will cover newly eligible employees, including employees hired on or after January 1, 2017, and employees from Legacy Willis and the Exchange Solutions segment, who elect to participate (who do not ‘opt out’) under a new contributory stable value pension formula.

United Kingdom

Legacy Willis – This plan covers approximately one third of the Legacy Willis employees in the United Kingdom. The plan is now closed to new entrants. New employees in the United Kingdom are offered the opportunity to join a defined contribution plan.

Legacy Towers Watson – Benefit accruals earned under the 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 the legacy Towers Perrin defined benefit plan (predominantly lump sum benefits) were frozen on March 31, 2008. All participants now accrue defined contribution benefits.

Legacy Miller – The plan provides retirement benefits based on members’ salaries at the point at which they ceased to accrue benefits under the scheme.

Other

Canada (Legacy Towers Watson) – Participants accrue qualified and non-qualified benefits based on a career average benefit formula. Additionally, participants can choose to make voluntary contributions to purchase enhancements to their pension.

2017 Canada Changes – Effective January 1, 2017, the Legacy Towers Watson Canada plan was amended with respect to future benefit accruals. The ancillary benefits were reduced for all members and the benefit formula was reduced for members joining on or after January 1, 2017. Additionally on January 1, 2017, the Legacy Willis employees in Canada joined the plan and will accrue qualified and non-qualified benefits based on a career average benefit formula.

France (Legacy Gras Savoye) – The mandatory retirement indemnity plan is a termination benefit which provides lump sum benefits at retirement. There is no vesting before the retirement date and the benefit formula is determined through the collective bargaining agreement and the labor code. All employees with permanent employment contracts are eligible.

Germany (Legacy Willis) –The defined benefit plan population consists of retirees receiving annuities and two participants with deferred vested benefits. Other employees and former employees participate in defined contribution arrangements.

Germany (Legacy Towers Watson) – Effective January 1, 2011, all new participants participate in a defined contribution plan. Participants hired prior to this date continue to participate in various defined contribution and defined benefit arrangements according to legacy plan formulas. The legacy defined benefit plans are primarily account-based, with some long-service participants continuing to accrue benefits according to grandfathered final-average-pay formulas.

Ireland (Legacy Willis) – The defined benefit plans provide pension benefits for approximately one third of legacy Willis employees in Ireland. The defined benefit plans are now closed to new entrants.

Ireland (Legacy Towers Watson) – Benefit accruals earned under the scheme’s defined benefit plan ceased on May 1, 2015. Benefits earned prior to this date retain a link to salary until the employee leaves the Company.

Netherlands (Legacy Towers Watson) – Benefits under the plan used to accrue on a final pay basis on earnings up to a maximum amount each year. The benefit accrual under the final pay plan stopped at December 31, 2010. The accrued benefits will receive conditional indexation each year.

Post-retirement Welfare Plan

We provide certain healthcare and life insurance benefits for retired participants. The principal plans cover participants 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 participants.

Amounts Recognized in our Consolidated Financial Statements

The following schedules provide information concerning the defined benefit pension plans and PRW plan as of and for the years ended December 31 2016 and 2015:



	2016												2015
	U.S.			U.K.			Other			PRW			U.S.			U.K.			Other			PRW
Change in Benefit Obligation
Benefit obligation, beginning of year	$	976		$	2,881		$	184		$	—		$	1,066		$	3,093		$	186		$	—
Service cost	59			24			19			1			—			33			3			—
Interest cost	137			114			18			3			41			107			3			—
Employee contributions	—			1			—			7			—			1			—			—
Actuarial losses/(gains)	151			852			61			4			(92		)	(97		)	(5		)	—
Curtailment loss	—			—			—			—			—			13			—			—
Settlements	—			(12		)	(61		)	—			—			—			(1		)	—
Benefits paid	(166		)	(130		)	(24		)	(14		)	(39		)	(102		)	(7		)	—
Business combinations	3,012			842			530			112			—			224			24			—
Transfers in	—			—			1			—			—			—			—			—
Foreign currency changes	—			(673		)	4			—			—			(176		)	(19		)	—
Plan amendments	—			—			—			—			—			(215		)	—			—
Benefit obligation, end of year	$	4,169		$	3,899		$	732		$	113		$	976		$	2,881		$	184		$	—
Change in Plan Assets
Fair value of plan assets, beginning of year	$	749		$	3,478		$	158		$	—		$	806		$	3,398		$	171		$	—
Actual return on plan assets	153			782			26			—			(19		)	73			4			—
Employer contributions	91			106			39			7			1			107			10			—
Employee contributions	—			1			—			7			—			1			—			—
Settlements	—			(12		)	(58		)	—			—			—			—			—
Benefits paid	(166		)	(130		)	(24		)	(14		)	(39		)	(102		)	(7		)	—
Business combinations	2,453			906			321			4			—			202			—			—
Transfers in	—			—			1			—			—			—			—			—
Foreign currency adjustment	—			(771		)	4			—			—			(201		)	(20		)	—
Fair value of plan assets, end of year	$	3,280		$	4,360		$	467		$	4		$	749		$	3,478		$	158		$	—
Funded status at end of year	$	(889	)	$	461		$	(265	)	$	(109	)	$	(227	)	$	597		$	(26	)	$	—
Accumulated Benefit Obligation	$	4,169		$	3,899		$	696		$	113		$	975		$	2,881		$	173		$	—
Components on the Consolidated Balance Sheet
Pension benefits assets	$	—		$	478		$	10		$	—		$	—		$	617		$	6		$	—
Current liability for pension benefits	$	(47	)	$	—		$	(7	)	$	(3	)	$	—		$	—		$	—		$	—
Non-current liability for pension benefits	$	(842	)	$	(17	)	$	(268	)	$	(106	)	$	(227	)	$	(20	)	$	(32	)	$	—
	$	(889	)	$	461		$	(265	)	$	(109	)	$	(227	)	$	597		$	(26	)	$	—

Amounts recognized in accumulated other comprehensive loss as of December 31, 2016 and 2015 consist of:



	2016									2015
	U.S.		U.K.			Other		PRW		U.S.		U.K.			Other		PRW
Net actuarial loss	$	603	$	918		$	80	$	4	$	378	$	790		$	25	$	—
Net prior service gain	—		(147		)	—		—		—		(196		)	—		—
Accumulated other comprehensive loss	$	603	$	771		$	80	$	4	$	378	$	594		$	25	$	—

The following table presents the projected benefit obligation and fair value of plan assets for our plans that have a projected benefit obligation in excess of plan assets as of December 31, 2016 and 2015:



	2016						2015
	U.S.		U.K.		Other		U.S.		U.K.		Other
Projected benefit obligation at end of year	$	4,169	$	843	$	686	$	976	$	204	$	52
Fair value of plan assets at end of year	$	3,280	$	825	$	411	$	749	$	184	$	19

The following table presents the projected benefit obligation, accumulated benefit obligation and fair value of plan assets for our plans that have an accumulated benefit obligation in excess of plan assets as of December 31, 2016 and 2015.



	2016						2015
	U.S.		U.K.		Other		U.S.		U.K.		Other
Projected benefit obligation at end of year	$	4,169	$	843	$	686	$	976	$	204	$	33
Accumulated benefit obligation at end of year	$	4,169	$	843	$	650	$	975	$	204	$	26
Fair value of plan assets at end of year	$	3,280	$	825	$	411	$	749	$	184	$	4

The components of the net periodic benefit income and other amounts recognized in other comprehensive (income)/loss for the years ended December 31, 2016, 2015 and 2014 for the defined benefit plans and PRW plan are as follows:



	2016											2015											2014
	U.S.			U.K.			Other			PRW		U.S.			U.K.			Other			PRW		U.S.			U.K.			Other			PRW
Components of net periodic benefit (income)/cost:
Service cost	$	59		$	24		$	19		$	1	$	—		$	33		$	3		$	—	$	—		$	41		$	3		$	—
Interest cost	137			114			18			3		41			107			3			—		41			121			6			—
Expected return on plan assets	(240		)	(253		)	(27		)	—		(57		)	(230		)	(3		)	—		(54		)	(213		)	(6		)	—
Amortization of unrecognized prior service credit	—			(19		)	—			—		—			(18		)	—			—		—			(4		)	—			—
Amortization of unrecognized actuarial loss	12			42			—			—		11			36			1			—		6			42			—			—
Settlement	—			—			5			—		—			—			—			—		—			—			—			—
Curtailment gain	—			—			—			—		—			(5		)	—			—		—			—			—			—
Net periodic benefit (income)/cost	$	(32	)	$	(92	)	$	15		$	4	$	(5	)	$	(77	)	$	4		$	—	$	(7	)	$	(13	)	$	3		$	—
Other changes in plan assets and benefit obligations recognized in other comprehensive loss/(income):
Net actuarial loss/(gain)	$	238		$	323		$	62		$	4	$	(16	)	$	59		$	(5	)	$	—	$	174		$	83		$	17		$	—
Amortization of unrecognized actuarial loss	(12		)	(42		)	—			—		(11		)	(36		)	(1		)	—		(6		)	(42		)	—			—
Prior service gain	—			—			—			—		—			(215		)	—			—		—			—			—			—
Amortization of unrecognized prior service credit	—			19			—			—		—			18			—			—		—			4			—			—
Settlement	—			—			(8		)	—		—			—			—			—		—			—			—			—
Curtailment loss/(gain)	—			—			—			—		—			18			—			—		—			(2		)	—			—
Total recognized in other comprehensive loss/(income)	226			300			54			4		(27		)	(156		)	(6		)	—		168			43			17			—
Total recognized in net periodic benefit (income)/cost and other comprehensive loss/(income)	$	194		$	208		$	69		$	8	$	(32	)	$	(233	)	$	(2	)	$	—	$	161		$	30		$	20		$	—

During fiscal year 2016, WTW adopted the granular approach to calculating service and interest cost. This was treated as a change in accounting estimate, and resulted in a credit of $51 million included in our total net periodic benefit income reflected above.

On March 6, 2015, Legacy Willis announced to members of the U.K. defined benefit pension plan that with effect from June 30, 2015, future salary increases would not be pensionable (the ‘salary freeze’). Legacy Willis recognized the salary freeze as a plan amendment at the announcement date. The impact of the salary freeze reduced the plan’s projected benefit obligation by approximately $215 million and created a prior service credit which is recognized in other comprehensive income and then amortized to the consolidated statement of operations over the remaining expected service life of active employees.

The estimated net actuarial loss and prior service cost for the defined benefit plans that will be amortized from accumulated other comprehensive loss into net periodic benefit cost over the next fiscal year are:



	For the Year Ended December 31, 2017
	U.S.		U.K			Other		PRW
Estimated net actuarial loss	$	13	$	51		$	2	$	—
Prior service gain	$	—	$	(17	)	$	—	$	—

Assumptions Used in the Valuations of the Defined Benefit Pension Plans and PRW Plan

The determination of the Company’s obligations and annual expense under the plans is based on a number of assumptions that, given the longevity of the plans, are long-term in focus. A change in one or a combination of these assumptions could have a material impact on our projected benefit obligation. However, certain of these changes, such as changes in the discount rate and actuarial assumptions, are not recognized immediately in net income, but are instead recorded in other comprehensive income. The accumulated gains and losses not yet recognized in net income are amortized into net income as a component of the net periodic benefit cost/(credit) generally based on the average working life expectancy of the plan’s active participants to the extent that the net gains or losses as of the beginning of the year exceed 10% of the greater of the market-related value of plan assets or the projected benefit obligation. The average remaining service period of participants for the PRW plan is approximately 9.5 years.

The Company considers several factors prior to the start of each fiscal year when determining the appropriate annual assumptions, including economic forecasts, relevant benchmarks, historical trends, portfolio composition and peer company comparisons. These assumptions, used to determine our pension liabilities and pension expense, are reviewed annually by senior management and changed when appropriate. The discount rate will be changed annually if underlying rates have moved, whereas the expected long-term return on assets will be changed less frequently as longer term trends in asset returns emerge or long-term target asset allocations are revised. To calculate the discount rate, we use the granular approach to determining service and interest costs. The expected rate of return assumptions for all plans are supported by an analysis of the weighted-average yield expected to be achieved based upon the anticipated makeup of the plans’ investments. Other material assumptions include rates of participant mortality, and the expected long-term rate of compensation and pension increases.

The following assumptions were used in the valuations of Willis Towers Watson’s defined benefit pension plans and PRW plan. The assumptions presented for the U.S. plans represent the weighted-average of rates for all U.S. plans. The assumptions presented for the U.K. plans represent the weighted-average of rates for the U.K. plans. The assumptions presented for the Other plans represent the weighted-average of rates for the Canada, France, Germany, Ireland, and Netherlands plans.

The assumptions used to determine net periodic benefit cost for the fiscal years ended December 31, 2016, 2015 and 2014 were as follows:



	Years ended December 31,
	2016								2015								2014
	U.S.		U.K.		Other		PRW		U.S.		U.K.		Other		PRW		U.S.		U.K.		Other		PRW
Discount rate ⁱ	N/A		N/A		N/A		N/A		3.9	%	3.6	%	2.3	%	—	%	4.8	%	4.4	%	3.7	%	—	%
Discount rate - PBO	4.2	%	3.8	%	3.2	%	4.2	%	N/A		N/A		N/A		—	%	N/A		N/A		N/A		—	%
Discount rate - service cost	3.9	%	3.8	%	3.4	%	4.1	%	N/A		N/A		N/A		—	%	N/A		N/A		N/A		—	%
Discount rate - interest cost on service cost	3.2	%	3.8	%	3.1	%	3.5	%	N/A		N/A		N/A		—	%	N/A		N/A		N/A		—	%
Discount rate - interest cost on PBO	3.4	%	3.4	%	2.8	%	3.3	%	N/A		N/A		N/A		—	%	N/A		N/A		N/A		—	%
Expected long-term rate of return on assets ⁱⁱ	7.6	%	6.2	%	6.1	%	2.0	%	7.3	%	6.5	%	3.3	%	—	%	7.3	%	7.0	%	3.7	%	—	%
Rate of increase in compensation levels	4.3	%	3.2	%	2.3	%	N/A		N/A		2.9	%	2.2	%	—	%	N/A		3.2	%	2.1	%	—	%
Healthcare cost trend
Initial rate							7.0	%							N/A								N/A
Ultimate rate							5.0	%							N/A								N/A
Year reaching ultimate rate							2022								N/A								N/A

____________________


(i)	This discount rate represents the assumption to determine net periodic benefit cost prior to the Company’s use of the granular approach to calculating service and interest cost which began for the 2016 fiscal year.


(ii)	As part of the salary freeze negotiations with the Scheme Trustee, Legacy Willis agreed to the U.K. plan Trustee’s de-risking strategy which will lead to a strategic target asset allocation with a greater weighting to fixed income assets. Consequently, with effect from March 6, 2015, the expected return on assets assumption was reduced by 50 basis points from 7.00% to 6.50%.

The following table presents the assumptions used in the valuation to determine the projected benefit obligation for the fiscal years ended December 31, 2016 and 2015:



	December 31, 2016								December 31, 2015
	U.S.		U.K.		Other		PRW		U.S.		U.K.		Other		PRW
Discount rate	4.0	%	2.6	%	2.7	%	4.0	%	4.2	%	3.8	%	2.4	%	—	%
Rate of increase in compensation levels	4.3	%	3.2	%	2.3	%	N/A		N/A		3.3	%	2.2	%	—	%

A one percentage point change in the assumed healthcare cost trend rates would have an immaterial effect on the post-retirement benefit cost and obligation as of December 31, 2016.

The expected return on plan assets was determined on the basis of the weighted-average of the expected future returns of the various asset classes, using the target allocations shown below. The Company’s pension plan asset target allocations as of December 31, 2016 were as follows:



	U.S.				U.K.						Canada		Germany		Ireland
Asset Category	Willis		Towers Watson		Willis		Towers Watson		Miller		Towers Watson		Towers Watson		Willis		Towers Watson
Equity securities	50	%	23	%	32	%	13	%	27	%	60	%	36	%	38	%	73	%
Debt securities	50	%	43	%	50	%	60	%	57	%	40	%	60	%	28	%	27	%
Real estate	—	%	6	%	—	%	—	%	—	%	—	%	—	%	3	%	—	%
Other	—	%	28	%	18	%	27	%	16	%	—	%	4	%	31	%	—	%
Total	100	%	100	%	100	%	100	%	100	%	100	%	100	%	100	%	100	%

The Legacy Willis plan in Germany and the Legacy Towers Watson plan in the Netherlands are invested in insurance contracts. Consequently, the asset allocations of the plans are managed by the insurer. The Legacy Gras Savoye plan in France is unfunded.

Our investment strategy is designed to generate returns that will reduce the interest rate risk inherent in each of the plan’s benefit obligations and enable the plans to meet their future obligations. The precise amount for which these obligations will be settled depends on future events, including the life expectancy of the plan participants and salary inflation. The obligations are estimated using actuarial assumptions, based on the current economic environment.

Each pension plan seeks to achieve total returns sufficient to meet expected future obligations when considered in conjunction with expected future contributions and prudent levels of investment risk and diversification. Each plan’s targeted asset allocation is generally determined through a plan-specific Asset-Liability Modeling study. These comprehensive studies provide an evaluation of the projected status of asset and benefit obligation measures for each plan under a range of both positive and negative environments. The studies include a number of different asset mixes, spanning a range of diversification and potential equity exposures.

In evaluating the strategic asset allocation choices, an emphasis is placed on the long-term characteristics of each individual asset class, such as expected return, volatility of returns and correlations with other asset classes within the portfolios. Consideration is also given to the proper long-term level of risk for each plan, the impact of the volatility and magnitude of plan contributions and costs, and the impact that certain actuarial techniques may have on the plan’s recognition of investment experience.

We monitor investment performance and portfolio characteristics on a quarterly basis to ensure that managers are meeting expectations with respect to their investment approach. There are also various restrictions and controls placed on managers, including prohibition from investing in our stock.

Fair Value of Plan Assets

The fair value hierarchy has three levels based on the reliability of the inputs used to determine fair value:


•	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 fair values of our U.S. plan assets by asset category at December 31, 2016 and 2015 are as follows:



	December 31, 2016								December 31, 2015
	Level 1		Level 2		Level 3		Total		Level 1		Level 2		Level 3		Total
Asset category:
Cash	$	3	$	—	$	—	$	3	$	—	$	—	$	—	$	—
Short-term securities	—		33		—		33		—		—		—		—
Equity securities	253		8		—		260		86		7				93
Government bonds	10		—		—		10		—		—		—		—
Corporate bonds	—		169		—		170		—		—		—		—
Other fixed income	—		19		—		19		—		—		—		—
Pooled / commingled funds	—		—		—		1,665		—		—		—		476
Mutual funds	183		—		—		183		180		—		—		180
Private equity	—		—		—		234		—		—		—		—
Hedge funds	—		—		—		692		—		—		—		—
Total assets	$	449	$	229	$	—	$	3,269	$	266	$	7	$	—	$	749

The fair values of our U.K. plan assets by asset category at December 31, 2016 and 2015 are as follows:



	December 31, 2016								December 31, 2015
	Level 1		Level 2		Level 3		Total		Level 1		Level 2		Level 3		Total
Asset category:
Cash	$	49	$	—	$	—	$	49	$	149	$	2	$	—	$	151
Equity securities	374		8		—		382		737		17		—		754
Government bonds	1,184		—		—		1,184		836		1		—		837
Corporate bonds	—		118		—		118		—		138		—		138
Other fixed income	—		216		—		216		—		—		—		—
Pooled / commingled funds	—		—		—		1,677		—		—		—		820
Mutual funds	—		—		—		11		—		—		—		—
Private equity	—		—		—		40		—		—		—		—
Derivatives	—		73		—		73		—		195		—		195
Real estate	—		—		—		197		—		—		—		146
Hedge funds	—		—		—		426		—		—		—		457
Total assets	$	1,607	$	415	$	—	$	4,373	$	1,722	$	353	$	—	$	3,498

Liability category:
Derivatives	—		14		—		14		—		20		—		20
Net Assets	$	1,607	$	401	$	—	$	4,359	$	1,722	$	333	$	—	$	3,478

The fair values of our Other plan assets by asset category at December 31, 2016 and 2015 are as follows:



	December 31, 2016								December 31, 2015
	Level 1		Level 2		Level 3		Total		Level 1		Level 2		Level 3		Total
Asset category:
Cash	$	17	$	—	$	—	$	17	$	—	$	—	$	—	$	—
Equity securities	—		—		—		—		1		—		—		1
Government bonds	—		—		—		—		29		—		—		29
Corporate bonds	—		—		—		—		4		—		—		4
Pooled / commingled funds	—		—		—		214		—		—		—		—
Mutual funds	—		—		—		224		—		—		—		102
Derivatives	—		—		—		—		—		19		—		19
Insurance contracts	—		—		17		17		—		—		1		1
Real estate	—		—		—		—		—		—		—		2
Total assets	$	17	$	—	$	17	$	472	$	34	$	19	$	1	$	158

Our PRW plan invests only in short-term investments and mutual funds and is not included within this fair value hierarchy table.

We evaluate the need to transfer between levels based upon the nature of the financial instrument and size of the transfer relative to the total net assets of the plans. There were no significant transfers between Levels 1, 2 or 3 in the fiscal years ended December 31, 2016 and 2015.

In accordance with Subtopic 820-10, Fair Value Measurement and Disclosures, certain investments that are measured at fair value using the net asset value per share practical expedient have not been classified in the fair value hierarchy. The fair value amounts presented in these tables are intended to permit reconciliation of the fair value hierarchy to the amounts presented in the statements of net assets. See the description of ASU 2015-07 in Note 2 - Basis of Presentation and Significant Accounting Policies, which notes the adoption of this practical expedient for the presentation of our pension plan investments in the fair value hierarchy tables included above, and the retrospective application to comparative periods.

Following is a description of the valuation methodologies used for investments at fair value:

Short-term securities: Valued at the net value of shares held by the Company at year end as reported by the sponsor of the funds.

Equity securities and Mutual Funds: Valued at the closing price reported on the active market on which the individual securities are traded. Exchange traded mutual funds are included as level 1 above.

Government bonds: Valued at the closing price reported in the active market in which the bond is traded.

Corporate bonds: Valued using pricing models maximizing the use of observable inputs for similar securities. This includes basing value on yields currently available on comparable securities of issuers with similar credit ratings.

Other Fixed Income: Foreign and municipal bonds are valued at the closing price reported in the active market in which the bond is traded.

Pooled / Commingled Funds and Mutual Funds: Valued at the net value of shares held by the Company at year end as reported by the manager of the funds. These funds are not exchange traded and are not reported by level in the tables above.

Derivative investments: Valued at the closing level of the relevant index or security and interest accrual through the valuation date.

Private equity funds, Real estate funds, Hedge funds: The fair value for these investments is estimated based on the net asset value derived from the latest audited financial statements or most recent capital account statements provided by the private equity fund’s investment manager or third-party administrator.

Insurance contracts: The fair values are determined using model-based techniques that include option-pricing models, discounted cash flow models and similar techniques.

The following table reconciles the net plan investments to the total fair value of the plan assets:



	December 31,
	2016		2015
Net assets held in investments	$	8,100	$	4,385
PRW plan assets	3		—
Net receivable for investments purchased	3		—
Dividend and interest receivable	3		—
Fair value of plan assets	$	8,109	$	4,385

Level 3 investments

As a result of the inherent limitations related to the valuations of the Level 3 investments, due to the unobservable inputs of the underlying funds, the estimated fair value may differ significantly from the values that would have been used had a market for those investments existed.

The following table sets forth a summary of changes in the fair value of the plans’ Level 3 assets for the fiscal year ended December 31, 2016:



	Level 3 Roll Forward
Beginning balance at December 31, 2015	$	1
Insurance contracts acquired in the Merger	16
Foreign exchange	—
Ending balance at December 31, 2016	$	17

Contributions and Benefit Payments

Funding is based on actuarially determined contributions and is limited to amounts that are currently deductible for tax purposes. Since funding calculations are based on different measurements than those used for accounting purposes, pension contributions are not equal to net periodic pension costs.

The following table sets forth our projected pension contributions to our qualified plans for fiscal year 2017, as well as the pension contributions to our qualified plans in fiscal years 2016 and 2015:



	2017 (Projected)		2016 (Actual)		2015 (Actual)
U.S.	$	50	$	50	$	—
U.K.	$	60	$	105	$	102
Other	$	13	$	29	$	6

Expected benefit payments from our defined benefit pension plans to current plan participants, including the effect of their expected future service, as appropriate, are as follows:



	Benefit Payments
Fiscal Year	U.S.		U.K.		Other		PRW		Total
2017	226		91		27		15		359
2018	223		97		22		16		358
2019	231		101		24		16		372
2020	239		105		25		16		385
2021	244		111		26		16		397
Years 2022 – 2026	1,329		649		162		84		2,224
	$	2,492	$	1,154	$	286	$	163	$	4,095

Defined Contribution Plan

We have defined contribution plans covering eligible employees in many countries. The most significant plans are in the U.S. and U.K. and are described here.

Legacy Willis has a 401(k) plan covering all eligible employees of Legacy Willis U.S. and its subsidiaries. The plan allows participants to make pre-tax contributions which the Company, at its discretion, may match. All investment assets of the plan are held in a trust account administered by independent trustees.

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.

The Legacy Towers Watson U.K. pension plan has a money purchase feature to which we make core contributions plus additional contributions matching those of the participants 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 participant has elected to receive a pension contribution in lieu of additional salary.

The Company’s expenses related to its defined contribution plans for the years ended December 31, 2016, 2015 and 2014 amounted to $152 million, $77 million and $70 million.

Commitments and Contingencies

12 Months Ended

Dec. 31, 2016

Commitments and Contingencies Disclosure [Abstract]

Commitments and Contingencies

Operating Leases

The Company leases certain land, building 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. Rental expenses and sub-lease rental income for operating leases are recorded as part of other operating expenses in the consolidated statements of operations. Rental expense, exclusive of sublease income, was $302 million, $142 million, and $134 million for the years ended December 31, 2016, 2015 and 2014, respectively. We have entered into sublease agreements for some of our excess leased space. Sublease income was $17 million, $17 million, and $13 million for the years ended December 31, 2016, 2015 and 2014, respectively.

As of December 31, 2016, the aggregate future minimum rental commitments under all non-cancellable operating lease agreements are as follows:



	Gross rental commitments		Rentals from subleases			Net rental commitments
2017	$	238	$	(16	)	$	222
2018	194		(16		)	178
2019	171		(14		)	157
2020	146		(14		)	132
2021	122		(11		)	111
Thereafter	611		(11		)	600
Total	$	1,482	$	(82	)	$	1,400

Guarantees

Guarantees issued by certain of Willis Towers Watson’s subsidiaries with respect to the senior notes and revolving credit facilities are discussed in Note 10 — Debt.

Certain of Willis Towers Watson’s subsidiaries have given the landlords of some leasehold properties occupied by the Company in the United Kingdom and the United States guarantees in respect of the performance of the lease obligations of the subsidiary holding the lease. The operating lease obligations subject to such guarantees amounted to $558 million and $676 million at December 31, 2016 and 2015, respectively. The capital lease obligations subject to such guarantees amounted to $9 million and $10 million as of December 31, 2016 and 2015, respectively.

Acquisition liabilities

The Company has deferred and contingent consideration due to be paid on existing acquisitions until 2019 totaling $142 million at December 31, 2016. Most notably, our liability for the acquisition of Miller Insurance Services LLP in May 2015, for which deferred and contingent consideration, including interest, was $95 million at December 31, 2016. Total deferred and contingent consideration paid during the year ended December 31, 2016 was $67 million.

Other contractual obligations

For certain subsidiaries and associates, the Company has the right to purchase shares (a call option) from co-shareholders at various dates in the future. In addition, the co-shareholders of certain subsidiaries and associates have the right to sell their shares (a put option) to the Company at various dates in the future. Generally, the exercise price of such put options and call options is formula-based (using revenues and earnings) and is designed to reflect fair value. Based on current projections of profitability and exchange rates, and assuming the put options are exercised, the potential amount payable from these options is not expected to exceed $73 million.

In July 2010, the Company made a capital commitment of $25 million to Trident V Parallel Fund, LP, an investment fund managed by Stone Point Capital. This replaced a capital commitment of $25 million that had been made to Trident V, LP in December 2009. As of December 31, 2016 there have been approximately $23 million of capital contributions.

In May 2011, the Company made a capital commitment of $10 million to Dowling Capital Partners I, LP. As of December 31, 2016 there had been approximately $8 million of capital contributions.

Other contractual obligations at December 31, 2016 and 2015, include certain capital lease obligations totaling $54 million and $59 million, respectively, primarily in respect of the Company’s Nashville property.

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 December 31, 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. See Note 14 for the amounts accrued at December 31, 2016 and 2015 in the consolidated balance sheets. 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 any 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. Unasserted claims reserves 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. 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.

•

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

•

Abel, et al. v. Willis of Colorado, Inc., et al., C.A. No. 3:16-cv-2601, was filed on September 12, 2016, on behalf of more than 300 Stanford investors against Willis Group Holdings plc, Willis Limited, Willis of Colorado, Inc. and the same Willis associate, also in the Northern District of Texas. The complaint alleges claims under Texas statutory and common law and seeks actual damages in excess of $135 million, exemplary damages, attorneys’ fees and costs. On November 10, 2016, the plaintiffs filed an amended complaint, which, among other things, added several more Stanford investors as plaintiffs. The defendants have not yet responded to the complaint in Abel.

The plaintiffs in Janvey 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 is no admission of liability or wrongdoing by the Company. The Company expressly denies any liability or wrongdoing with respect to the matters alleged in the Stanford litigation. 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. Several of the plaintiffs in the other actions above have objected to the settlement. A hearing to consider final approval of the settlement was held on January 20, 2017 and the Court reserved decision. 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 motion 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. On December 1, 2016, TWDE and other defendants filed a motion for summary judgment, which will be heard on March 9, 2017. 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 agreed that Towers Perrin may file a motion for summary judgment which was initially scheduled to be heard on February 3, 2017. The hearing date was thereafter moved to March 8, 2017, and the motion at this time has been fully briefed. In the event summary judgment is denied, the court has also agreed to consider potential motions by Towers Perrin and CalPERS to decertify or modify the class.

Based on all of the information to date, and given the stage of the matter, 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

12 Months Ended

Dec. 31, 2016

Organization, Consolidation and Presentation of Financial Statements [Abstract]

Supplementary Information for Select Balance Sheet Accounts

Supplementary Information for Certain Balance Sheet Accounts

Additional details of specific balance sheet accounts are detailed below:

Accounts receivable, net consists of the following:



	December 31, 2016		December 31, 2015
Billed, net of provision for doubtful accounts of $40 million and $22 million	$	1,789	$	1,051
Accrued and unbilled, at estimated net realizable value	291		207
Accounts receivable, net	$	2,080	$	1,258

Accounts receivable are stated at estimated net realizable values. The provisions shown below as of the end of each period, are recorded as the amounts considered by management to be sufficient to meet probable future losses related to uncollectible accounts.



	December 31, 2016			December 31, 2015			December 31, 2014
Balance at beginning of year	$	22		$	12		$	13
Additions charged to costs and expenses	36			5			4
Charges to other accounts - acquisitions	8			11			—
Deductions / other movements	(27		)	(7		)	(6		)
Foreign exchange differences	1			1			1
Balance at end of year	$	40		$	22		$	12

Prepaid and other current assets consist of the following:



	December 31, 2016		December 31, 2015
Prepayments and accrued income	$	131	$	86
Derivatives and investments	32		29
Deferred compensation plan assets	15		20
Retention incentives	7		14
Corporate income and other taxes	97		66
Other current assets	55		40
Total prepaid and other current assets	$	337	$	255

Other non-current assets consist of the following:



	December 31, 2016		December 31, 2015
Prepayments and accrued income	$	15	$	23
Deferred compensation plan assets	111		102
Deferred tax assets	50		76
Accounts receivable, net	27		30
Other investments	30		42
Other non-current assets	120		25
Total other non-current assets	$	353	$	298

Other current liabilities consist of the following:



	December 31, 2016		December 31, 2015
Accounts payable	$	117	$	75
Income and other taxes payable	91		45
Contingent and deferred consideration on acquisition	53		68
Payroll related liabilities	200		82
Derivatives	80		31
Third party commissions	184		177
Other current liabilities	151		125
Total other current liabilities	$	876	$	603

Provision for liabilities consists of the following:



	December 31, 2016		December 31, 2015
Claims, lawsuits and other proceedings	$	456	$	205
Other provisions	119		90
Total provision for liabilities	$	575	$	295

Other non-current liabilities consist of the following:



	December 31, 2016		December 31, 2015
Incentives from lessors	$	133	$	175
Deferred compensation plan liability	111		102
Contingent and deferred consideration on acquisitions	89		156
Derivatives	51		27
Other non-current liabilities	148		73
Total other non-current liabilities	$	532	$	533

Other Expense/(Income), Net

12 Months Ended

Dec. 31, 2016

Other Income and Expenses [Abstract]

Other Expense/(Income), Net

Other expense/(income), net consists of the following:



	Years ended December 31,
	2016			2015			2014
Gain on disposal of operations	$	(2	)	$	(25	)	$	(12	)
Gain on remeasurement of equity interests ⁽ⁱ⁾	—			(59		)	—
Impact of Venezuelan currency devaluation ⁽ⁱⁱ⁾	—			30			14
Foreign exchange loss/(gain)	29			(1		)	(8		)
Other expense/(income), net	$	27		$	(55	)	$	(6	)

____________________

(i)

Prior to the acquisition date, the Company accounted for its 30% interest in Gras Savoye as an equity-method investment. The acquisition-date fair value of the previously held equity interest was $158 million and is included in the measurement of the consideration transferred. The Company recognized a gain of $59 million as a result of remeasuring its prior equity interest in Gras Savoye held before the business combination.

(ii)

On December 31, 2015 the Company began using the SIMADI rate for the Venezuelan Bolivar (approximately Venezuelan bolivars 198.7 = U.S. dollar 1) instead of the SICAD I auction rate (approximately Venezuelan bolivars 13.5 = U.S. dollar 1) to translate on Venezuelan retail operations. In March 2016, the DICOM mechanism replaced the SIMADI mechanism. At December 31, 2016, the DICOM rate was approximately Venezuelan bolivars 673 = U.S. dollar 1.

Accumulated Other Comprehensive Loss

12 Months Ended

Dec. 31, 2016

Equity [Abstract]

Accumulated Other Comprehensive Loss

The components of other comprehensive income/(loss) are as follows:



	December 31, 2016								December 31, 2015									December 31, 2014
	Before tax amount			Tax		Net of tax amount			Before tax amount			Tax			Net of tax amount			Before tax amount			Tax		Net of tax amount
Other comprehensive income/(loss):
Foreign currency translation	$	(353	)	$	—	$	(353	)	$	(133	)	$	—		$	(133	)	$	(183	)	$	—	$	(183	)
Defined pension and post-retirement benefits	(553		)	114		(439		)	233			(53		)	180			(179		)	—		(179		)
Derivative instruments	(87		)	12		(75		)	(35		)	7			(28		)	(21		)	4		(17		)
Other comprehensive income/(loss)	(993		)	126		(867		)	65			(46		)	19			(383		)	4		(379		)
Less: Other comprehensive loss attributable to noncontrolling interests	20			—		20			10			—			10			6			—		6
Other comprehensive income/(loss) attributable to Willis Towers Watson	$	(973	)	$	126	$	(847	)	$	75		$	(46	)	$	29		$	(377	)	$	4	$	(373	)

The components of accumulated other comprehensive loss, net of tax, are as follows:



	Foreign currency translation ⁽ⁱ⁾			Derivative instruments ⁽ⁱ⁾			Defined pension and post-retirement benefits ⁽ⁱⁱ⁾			Total
Balance, January 1, 2014	$	(14	)	$	35		$	(714	)	$	(693	)
Other comprehensive income/(loss) before reclassifications	(177		)	(25		)	(216		)	(418		)
Amounts reclassified from accumulated other comprehensive income	—			8			37			45
Net current year other comprehensive income/(loss), net of tax and noncontrolling interests	(177		)	(17		)	(179		)	(373		)
Balance, December 31, 2014	$	(191	)	$	18		$	(893	)	$	(1,066	)
Other comprehensive income/(loss) before reclassifications	(123		)	(31		)	158			4
Amounts reclassified from accumulated other comprehensive income	—			3			22			25
Net current year other comprehensive income/(loss), net of tax and noncontrolling interests	(123		)	(28		)	180			29
Balance, December 31, 2015	$	(314	)	$	(10	)	$	(713	)	$	(1,037	)
Other comprehensive income/(loss) before reclassifications	(336		)	(110		)	(483		)	(929		)
Amounts reclassified from accumulated other comprehensive income	—			38			44			82
Net current year other comprehensive income/(loss), net of tax and noncontrolling interests	(336		)	(72		)	(439		)	(847		)
Balance, December 31, 2016	$	(650	)	$	(82	)	$	(1,152	)	$	(1,884	)

____________________


(i)	Reclassification adjustments from accumulated other comprehensive income are included in Other expense/(income), net of foreign currency translation and gains and losses on cash flow hedges. See Note 9 — 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 12 — Retirement Benefits) which is included in Salaries and benefits in the accompanying 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
-Publisher FASB
-Name Accounting Standards Codification
-Topic 220
-SubTopic 10
-Section 45
-Paragraph 15
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Disclosure of Compensation Related Costs, Share-based Payments [Abstract]

Share-Based Compensation

12 Months Ended

Dec. 31, 2016

Share-Based Compensation

Share-based Compensation

Plan Summaries

On December 31, 2016, the Company had a number of open share-based compensation plans, which provide for the grant of time-based and performance-based options, time-based and performance-based restricted stock units, and various other share-based grants to employees. All of the Company’s share-based compensation plans under which any options, restricted stock units or other share-based grants are outstanding as of December 31, 2016 are described below. The compensation cost that has been recognized for those plans for the years ended December 31, 2016, 2015 and 2014 was $123 million, $64 million and $52 million, respectively. The total income tax benefit recognized in the consolidated statement of operations for share-based compensation arrangements for the years ended December 31, 2016, 2015, and 2014 was $35 million, $15 million and $12 million, respectively.

2012 Equity Incentive Plan

This plan, which was established on April 25, 2012, provides for the granting of incentive stock options, time-based or performance-based non-statutory stock options, share appreciation rights, restricted shares, time-based or performance-based restricted share units (‘RSUs’), performance-based awards and other share-based grants or any combination thereof (collectively referred to as ‘Awards’) to employees, officers, non-employee directors and consultants (‘Eligible Individuals’) of the Company. The Board of Directors also adopted a sub-plan under the 2012 plan to provide an employee sharesave scheme in the United Kingdom.

There were approximately 9 million shares remaining available for grant under this plan as of December 31, 2016. Options are exercisable on a variety of dates, including from the second, third, fourth or fifth anniversary of grant. Unless terminated sooner by the Board of Directors, the 2012 Plan will expire 10 years after the date of its adoption. That termination will not affect the validity of any grants outstanding at that date.

Towers Watson Share Plans

In January 2016, in connection with the Merger, we assumed the Towers Watson & Co. 2009 Long-Term Incentive Plan (‘LTIP’) and converted the outstanding unvested restricted stock units and options into Willis Towers Watson restricted stock units (‘RSUs’) and options using a conversion ratio stated in the Merger Agreement. We determined the fair value of the portion of the outstanding RSUs and options related to pre-acquisition employee service using the straight-line methodology from date of grant to the acquisition date to be $37 million, which was added to the transaction consideration. The fair value of the remaining portion of RSUs and options related to the post-acquisition employee services was $45 million, and will be recorded over the future vesting periods. For the year ended December 31, 2016, we recorded $31 million of non-cash stock based compensation.

The acquired awards include performance-vested restricted stock units. Under the RSU agreement, participants become vested in a number of RSUs based on the achievement of specified levels of financial performance during the performance period set forth in the Merger Agreement, provided that the participant remains in continuous service with us through the end of the performance period. Dividend equivalents will accrue on these RSUs and vest to the same extent as the underlying shares. The Compensation Committee of the Board of Directors may provide for continuation of vesting of restricted stock units upon an employee’s termination under certain circumstances such as qualified retirement. The definition of qualified retirement is age 55 with 15 years of service with the Company and a minimum of one year of service in the performance period. Due to the terms of the RSU agreement, the achievement of the level of financial performance is determined at the higher of 100% or the level attained at the time of the Merger.

The Company does not intend to grant future awards under the 2009 LTIP plan.

Employee Stock Purchase Plans

The Company adopted the Willis Group Holdings 2010 North America Employee Stock Purchase Plan, which expires on May 31, 2020. These plans provide certain eligible employees in the United States and Canada with the ability to contribute payroll deductions to the purchase of Willis Towers Watson ordinary shares at the end of each offering period.

Share-based Compensation Valuation Assumptions

Options

The fair value of each option is estimated on the date of grant using the Black-Scholes option pricing model that uses the assumptions noted in the following table. Expected volatility is based on historical volatility of the Company’s shares. The Company uses the simplified method set out in ASC 718 – Compensation – Stock Compensation to derive the expected term of options granted as it does not have sufficient historical exercise data to provide a reasonable basis upon which to estimate the expected term. The risk-free rate for periods within the expected life of the option is based on the U.S. Treasury yield curve in effect at the time of grant. The assumptions noted in the table below represent the weighted-average of each assumption for each grant during the year.



	Years ended December 31,
	2016		2015		2014
Expected volatility	21.0	%	17.4	%	18.7	%
Expected dividends	1.5	%	2.7	%	2.8	%
Expected life (years)	3		4		4
Risk-free interest rate	0.7	%	1.5	%	1.3	%

Share-based Compensation Award Activity

Options

Classification of options as time-based or performance-based is dependent on the original terms of the award. Performance conditions on the majority of options have been met. A summary of option activity under the plans at December 31, 2016, and changes during the year then ended is presented below:



			Weighted Average Exercise		Weighted Average Remaining Contractual	Aggregate Intrinsic
	Options ⁽ⁱⁱ⁾		Price⁽ⁱ⁾		Term	Value
Time-based stock options
Balance as of December 31, 2015	1,598		$	100.99
Acquired	72		$	18.26
Granted	71		$	111.88
Exercised	(459	)	$	90.65
Forfeited	(49	)	$	100.38
Expired	(32	)	$	83.40
Balance as of December 31, 2016	1,201		$	101.11	4 years	$	25
Options vested or expected to vest at December 31, 2016	1,197		$	101.13	4 years	$	10
Options exercisable at December 31, 2016	851		$	100.46	5 years	$	8
Performance-based stock options
Balance as of December 31, 2015	617		$	88.65
Acquired	520		$	110.69
Exercised	(236	)	$	85.97
Forfeited	(18	)	$	109.43
Balance as of December 31, 2016	883		$	101.95	4 years	$	19
Options vested or expected to vest at December 31, 2016	883		$	102.03	4 years	$	6
Options exercisable at December 31, 2016	432		$	92.79	2 years	$	1

____________________


(i)	Certain options are exercisable in Pounds sterling and are converted to dollars using the exchange rate at December 31, 2016.


(ii)	The number of options outstanding and other per share data have been retroactively adjusted to reflect the reverse stock split on January 4, 2016. See Note 3 — Merger and Acquisitions for further details.

The weighted average grant-date fair value of time-based options granted during the years ended December 31, 2016, 2015, and 2014 were $16.88, $14.77, and $14.12, respectively. The total intrinsic value of options exercised during the years ended December 31, 2016, 2015, and 2014 was $25 million, $17 million, and $22 million, respectively. At December 31, 2016 there was $4 million of total unrecognized compensation cost related to nonvested share-based compensation arrangements under time-based stock option plans; that cost is expected to be recognized over a weighted average period of 2 years.

There were no performance-based options granted during the three years ended December 31, 2016, 2015 or 2014. However, 520,295 performance-based options were acquired during the year ended December 31, 2016, at which time the performance conditions were met. The total intrinsic value of options exercised during the years ended December 31, 2016, 2015, and 2014 was $9 million, $25 million, and $15 million, respectively. At December 31, 2016 there was $1 million of total unrecognized compensation cost related to nonvested share-based compensation arrangements under performance-based stock option plans; that cost is expected to be recognized over a weighted-average period of 1 year.

Restricted Stock Units

The fair value of each time-based restricted stock unit is based on the grant date fair value, or the fair value on the acquisition date in the case of acquired awards. The fair value of each performance-based restricted stock unit is estimated on the grant date using a Monte-Carlo simulation that uses the assumptions noted in the following table. Expected volatility is based on the historical volatility of the Company’s shares. The risk-free rate is based on the U.S. Treasury yield curve in effect at the time of the grant. The assumptions noted in the table below represent the weighted-average of each assumption for each grant during the year.



	2016
Expected volatility	20.3	%
Expected dividend yield	—	%
Risk-free interest rate	0.8	%
Term of award (years)	2.6

A summary of time-based and performance-based restricted stock unit activity under the Plans at December 31, 2016, and changes during the year then ended, is presented below:



	Shares ⁽ⁱ⁾		Weighted Average Grant Date
	(thousands)		Fair Value
Nonvested shares (time-based restricted stock units)
Balance, beginning of year	666		$	116.58
Acquired	220		$	124.98
Granted	44		$	121.97
Vested	(460	)	$	118.85
Forfeited	(33	)	$	116.33
Balance, end of year	437		$	118.98
Nonvested shares (performance-based restricted stock units)
Balance, beginning of year	662		$	116.06
Acquired	235		$	124.98
Granted	592		$	124.66
Vested	(259	)	$	118.39
Forfeited	(30	)	$	106.61
Balance, end of year	1,200		$	121.78

____________________


(i)	The number of nonvested shares outstanding and other per share data have been retroactively adjusted to reflect the reverse stock split on January 4, 2016. See Note 3 — Merger and Acquisitions for further details.

The total number of time-based restricted stock units vested during the year ended December 31, 2016 was 459,838 shares at an average share price of $120.42. The total number of time-based restricted stock units vested during the year ended December 31, 2015 was 408,032 shares at an average share price of $117.72.The total number of restricted stock units vested during the year ended December 31, 2014 was 261,530 shares at an average share price of $116.97. At December 31, 2016 there was $43 million of total unrecognized compensation cost related to nonvested share-based compensation arrangements under the plan; that cost is expected to be recognized over a weighted average period of 1 year.

The total number of performance-based restricted stock units vested during the year ended December 31, 2016 was 258,536 shares at an average share price of $119.75. The total number of performance-based restricted stock units vested during the year ended December 31, 2015 was 63,180 shares at an average share price of $117.88. The total number of performance-based restricted stock units vested during the year ended December 31, 2014 was 62,216 shares at an average share price of $116.00. At December 31, 2016 there was $54 million of total unrecognized compensation cost related to nonvested performance-based share-based compensation arrangements under the plan; that cost is expected to be recognized over a weighted average period of 2 years.

Cash received from option exercises under all share-based payment arrangements for the years ended December 31, 2016, 2015, and 2014 was $63 million, $124 million, and $134 million, respectively. The actual tax benefit recognized for the tax deductions from option exercises of the share-based payment arrangements totaled $30 million for the year ended December 31, 2016. The actual tax benefit recognized for the tax deductions from option exercises of the share-based payment arrangements totaled $25 million and $20 million for the years ended December 31, 2015 and December 31, 2014, respectively.

The entire disclosure for compensation-related costs for equity-based compensation, which may include disclosure of policies, compensation plan details, allocation of equity compensation, incentive distributions, equity-based arrangements to obtain goods and services, deferred compensation arrangements, employee stock ownership plan details and employee stock purchase plan details.

Supplemental Cash Flow Elements [Abstract]

Earnings Per Share

12 Months Ended

Dec. 31, 2016

Earnings Per Share [Abstract]

Earnings Per Share

Basic and diluted earnings per share are calculated by dividing net income attributable to Willis Towers Watson by the average number of ordinary shares outstanding during each period. The computation of diluted earnings per share reflects the potential dilution that could occur if dilutive securities and other contracts to issue shares were exercised or converted into shares or resulted in the issuance of shares that then shared in the net income of the Company.

At December 31, 2016 and 2015, there were 1.2 million and 1.6 million time-based share options; 0.9 million and 0.6 million performance based options; 0.4 million and 0.7 million restricted time-based share units; and 1.2 million and 0.7 million restricted performance-based share units outstanding, respectively.

Basic and diluted earnings per share are as follows:



	Years ended December 31,
	2016			2015⁽ⁱ⁾			2014⁽ⁱ⁾
Net income attributable to Willis Towers Watson	$	420		$	373		$	362

Basic weighted average number of shares outstanding	137			68			67
Dilutive effect of potentially issuable shares	1			1			1
Diluted weighted average number of shares outstanding	138			69			68

Basic earnings per share	$	3.07		$	5.49		$	5.40
Dilutive effect of potentially issuable shares	(0.03		)	(0.08		)	(0.08		)
Diluted earnings per share	$	3.04		$	5.41		$	5.32

____________________


(i)	Shares outstanding, potentially issuable shares, basic and diluted earnings per share, and the dilutive effect of potentially issuable shares, for the year ended December 31, 2014 and 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.

Options to purchase 0.5 million, 0.6 million and 0.9 million shares were not included in the computation of the dilutive effect of share options for the years ended December 31, 2016, 2015 and 2014, respectively, because their effect was anti-dilutive. Options to purchase nil, 0.5 million, and 0.6 million restricted stock units were not included in the computation of the dilutive effect of share options for the years ended December 31, 2016, 2015 and 2014, respectively, because their effect was anti-dilutive. The number of options for 2015 and 2014 has been retroactively adjusted to reflect the reverse stock split on January 4, 2016. See Note 3 — Merger and Acquisitions for further details.

Supplemental Disclosures of Cash Flow Information

12 Months Ended

Dec. 31, 2016

Supplemental Disclosures of Cash Flow Information

Supplemental disclosures regarding cash flow information and non-cash investing and financing activities are as follows:



	Years Ended December 31,
	2016		2015		2014
Supplemental disclosures of cash flow information:
Cash payments for income taxes, net	$	158	$	91	$	88
Cash payments for interest	$	143	$	126	$	123
Cash acquired	$	476	$	148	$	57
Supplemental disclosures of non-cash investing and financing activities:
Issuance of shares and assumed awards in connection with the Merger	$	8,723	$	—	$	—
Fair value of deferred and contingent consideration related to acquisitions	$	—	$	204	$	12

Quarterly Financial Data (Unaudited)

12 Months Ended

Dec. 31, 2016

Quarterly Financial Information Disclosure [Abstract]

Quarterly Financial Data (Unaudited)

Quarterly financial data for 2016 and 2015 were as follows:



	Three Months Ended
	March 31,		June 30,		September 30,			December 31,
2016
Total revenues	$	2,234	$	1,949	$	1,777		$	1,927
Total costs of providing services	$	1,908	$	1,813	$	1,776		$	1,839
Income from operations	$	326	$	136	$	1		$	88
Net income/(loss)	$	245	$	76	$	(31	)	$	148
Net income/(loss) attributable to Willis Towers Watson	$	238	$	72	$	(32	)	$	142
Earnings/(loss) per share
— Basic	$	1.76	$	0.52	$	(0.23	)	$	1.04
— Diluted	$	1.75	$	0.51	$	(0.23	)	$	1.03
2015
Total revenues	$	1,087	$	922	$	846		$	974
Total costs of providing services	$	794	$	817	$	819		$	972
Income from operations	$	293	$	105	$	27		$	2
Net income/(loss)	$	214	$	72	$	116		$	(18	)
Net income/(loss) attributable to Willis Towers Watson	$	210	$	70	$	117		$	(24	)
Earnings/(loss) per share
— Basic	$	3.09	$	1.03	$	1.72		$	(0.35	)
— Diluted	$	3.04	$	1.01	$	1.70		$	(0.35	)

The Merger affects the comparability of this data between 2016 and other periods presented. See Note 3 — Merger and Acquisitions for additional information.

During the fourth quarter of 2016, management corrected an error by recording a $103 million benefit from income taxes related to the release of a portion of our U.S. deferred tax valuation allowance. A portion of the correction should have been recorded in each of the three fiscal year 2016 Quarterly Reports on Forms 10-Q. Management has determined that the error is immaterial to the previously filed 2016 quarterly financial statements and has no impact on prior year financial statements.

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

12 Months Ended

Dec. 31, 2016

Condensed Financial Information of Parent Company Only Disclosure [Abstract]

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, Willis Group Limited, Willis Towers Watson Sub Holdings Unlimited Company and WTW Bermuda Holdings Ltd., collectively the ‘Other Guarantors’, and with Willis Towers Watson, the ‘Guarantor Companies’.

The 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 of Willis Towers Watson, the Other Guarantors and the Issuer.

Condensed Consolidated Statement of Operations



	Year ended December 31, 2016
	Willis Towers Watson			The Other Guarantors			The Issuer			Other			Consolidating adjustments			Consolidated
Revenues
Commissions and fees	$	—		$	—		$	19		$	7,759		$	—		$	7,778
Interest and other income	—			2			—			107			—			109
Total revenues	—			2			19			7,866			—			7,887
Costs of providing services
Salaries and benefits	2			1			15			4,628			—			4,646
Other operating expenses	3			112			88			1,348			—			1,551
Depreciation	—			5			14			159			—			178
Amortization	—			—			—			591			—			591
Restructuring costs	—			29			39			125			—			193
Transaction and integration expenses	1			16			26			134			—			177
Total costs of providing services	6			163			182			6,985			—			7,336
(Loss) Income from operations	(6		)	(161		)	(163		)	881			—			551
Income from Group undertakings	(3		)	(500		)	(287		)	(136		)	926			—
Expenses due to Group undertakings	3			74			178			671			(926		)	—
Interest expense	32			89			39			24			—			184
Other (income)/expense, net	—			(2		)	—			29			—			27
(LOSS) INCOME FROM CONTINUING OPERATIONS BEFORE INCOME TAXES AND INTEREST IN EARNINGS OF ASSOCIATES	(38		)	178			(93		)	293			—			340
(Benefit from)/provision for income taxes	—			(36		)	(86		)	26			—			(96		)
(LOSS) INCOME FROM CONTINUING OPERATIONS BEFORE INTEREST IN EARNINGS OF ASSOCIATES	(38		)	214			(7		)	267			—			436
Interest in earnings of associates, net of tax	—			—			—			2			—			2
Equity account for subsidiaries	458			234			157			—			(849		)	—
NET INCOME	420			448			150			269			(849		)	438
Income attributable to noncontrolling interests	—			—			—			(18		)	—			(18		)
NET INCOME ATTRIBUTABLE TO WILLIS TOWERS WATSON	$	420		$	448		$	150		$	251		$	(849	)	$	420

Condensed Consolidated Statement of Comprehensive Income/(Loss)



	Year ended December 31, 2016
	Willis Towers Watson			The Other Guarantors			The Issuer			Other			Consolidating adjustments		Consolidated
Comprehensive (loss)/income before noncontrolling interests	$	(427	)	$	(380	)	$	(266	)	$	(550	)	$	1,194	$	(429	)
Less: Comprehensive loss attributable to noncontrolling interests	—			—			—			2			—		2
Comprehensive (loss)/income attributable to Willis Towers Watson	$	(427	)	$	(380	)	$	(266	)	$	(548	)	$	1,194	$	(427	)

Condensed Consolidated Statement of Operations



	Year ended December 31, 2015
	Willis Towers Watson			The Other Guarantors			The Issuer			Other			Consolidating adjustments			Consolidated
Revenues
Commissions and fees	$	—		$	—		$	11		$	3,798		$	—		$	3,809
Interest and other income	—			1			—			19			—			20
Total revenues	—			1			11			3,817			—			3,829
Costs of providing services
Salaries and benefits	1			—			77			2,225			—			2,303
Other operating expenses	8			100			1			609			—			718
Depreciation	—			6			16			73			—			95
Amortization	—			—			—			76			—			76
Restructuring costs	—			28			13			85			—			126
Transaction and integration expenses	4			14			—			66			—			84
Total costs of providing services	13			148			107			3,134			—			3,402
(Loss) Income from operations	(13		)	(147		)	(96		)	683			—			427
Income from Group undertakings	—			(225		)	(236		)	(110		)	571			—
Expenses due to Group undertakings	—			31			189			351			(571		)	—
Interest expense	43			39			42			18			—			142
Other expense/(income), net	10			(42		)	—			(23		)	—			(55		)
(LOSS) INCOME FROM CONTINUING OPERATIONS BEFORE INCOME TAXES AND INTEREST IN EARNINGS OF ASSOCIATES	(66		)	50			(91		)	447			—			340
(Benefit from)/provision for income taxes	—			(29		)	(17		)	13			—			(33		)
(LOSS) INCOME FROM CONTINUING OPERATIONS BEFORE INTEREST IN EARNINGS OF ASSOCIATES	(66		)	79			(74		)	434			—			373
Interest in earnings of associates, net of tax	—			9			—			2			—			11
Equity account for subsidiaries	439			347			106			—			(892		)	—
NET INCOME	373			435			32			436			(892		)	384
Income attributable to noncontrolling interests	—			—			—			(11		)	—			(11		)
NET INCOME ATTRIBUTABLE TO WILLIS TOWERS WATSON	$	373		$	435		$	32		$	425		$	(892	)	$	373

Condensed Consolidated Statement of Comprehensive Income/(Loss)



	Year ended December 31, 2015
	Willis Towers Watson		The Other Guarantors		The Issuer		Other			Consolidating adjustments			Consolidated
Comprehensive income/(loss) before noncontrolling interests	$	402	$	462	$	49	$	455		$	(965	)	$	403
Less: Comprehensive income attributable to noncontrolling interests	—		—		—		(1		)	—			(1		)
Comprehensive income/(loss) attributable to Willis Towers Watson	$	402	$	462	$	49	$	454		$	(965	)	$	402

Condensed Consolidated Statement of Operations



	Year ended December 31, 2014
	Willis Towers Watson			The Other Guarantors			The Issuer			Other			Consolidating adjustments			Consolidated
Revenues
Commissions and fees	$	—		$	—		$	8		$	3,759		$	—		$	3,767
Interest and other income	—			—			—			35			—			35
Total revenues	—			—			8			3,794			—			3,802
Costs of providing services
Salaries and benefits	1			—			81			2,232			—			2,314
Other operating expenses	16			95			38			510			—			659
Depreciation	—			4			17			71			—			92
Amortization	—			—			—			54			—			54
Restructuring costs	—			11			3			22			—			36
Total costs of providing services	17			110			139			2,889			—			3,155
(Loss) Income from operations	(17		)	(110		)	(131		)	905			—			647
Income from Group undertakings	—			(221		)	(313		)	(102		)	636			—
Expenses due to Group undertakings	—			33			179			424			(636		)	—
Interest expense	43			35			45			12			—			135
Other expense/(income), net	15			220			—			(11		)	(230		)	(6		)
(LOSS) INCOME FROM CONTINUING OPERATIONS BEFORE INCOME TAXES AND INTEREST IN EARNINGS OF ASSOCIATES	(75		)	(177		)	(42		)	582			230			518
(Benefit from)/provision for income taxes	—			(25		)	(24		)	208			—			159
(LOSS) INCOME FROM CONTINUING OPERATIONS BEFORE INTEREST IN EARNINGS OF ASSOCIATES	(75		)	(152		)	(18		)	374			230			359
Interest in earnings/(loss) of associates, net of tax	—			10			—			4			—			14
Equity account for subsidiaries	437			570			76			—			(1,083		)	—
NET INCOME	362			428			58			378			(853		)	373
Income attributable to noncontrolling interests	—			—			—			(11		)	—			(11		)
NET INCOME ATTRIBUTABLE TO WILLIS TOWERS WATSON	$	362		$	428		$	58		$	367		$	(853	)	$	362

Condensed Consolidated Statement of Comprehensive Income/(Loss)



	Year ended December 31, 2014
	Willis Towers Watson			The Other Guarantors		The Issuer			Other			Consolidating adjustments			Consolidated
Comprehensive (loss)/income before noncontrolling interests	$	(11	)	$	69	$	(110	)	$	49		$	(3	)	$	(6	)
Less: Comprehensive income attributable to noncontrolling interests	—			—		—			(5		)	—			(5		)
Comprehensive (loss)/income attributable to Willis Towers Watson	$	(11	)	$	69	$	(110	)	$	44		$	(3	)	$	(11	)

Condensed Consolidated Balance Sheet



	As of December 31, 2016
	Willis Towers Watson		The Other Guarantors		The Issuer		Other		Consolidating adjustments			Consolidated
ASSETS
Cash and cash equivalents	$	—	$	—	$	—	$	870	$	—		$	870
Fiduciary assets	—		—		—		10,505		—			10,505
Accounts receivable, net	—		—		7		2,073		—			2,080
Prepaid and other current assets	—		49		23		324		(59		)	337
Amounts due from group undertakings	7,229		1,706		1,190		2,370		(12,495		)	—
Total current assets	7,229		1,755		1,220		16,142		(12,554		)	13,792
Investments in subsidiaries	3,409		7,733		5,480		—		(16,622		)	—
Fixed assets, net	—		34		—		805		—			839
Goodwill	—		—		—		10,413		—			10,413
Other intangible assets, net	—		64		—		4,368		(64		)	4,368
Pension benefits assets	—		—		—		488		—			488
Other non-current assets	—		10		80		310		(47		)	353
Non-current amounts due from group undertakings	—		4,655		836		—		(5,491		)	—
Total non-current assets	3,409		12,496		6,396		16,384		(22,224		)	16,461
TOTAL ASSETS	$	10,638	$	14,251	$	7,616	$	32,526	$	(34,778	)	$	30,253
LIABILITIES AND EQUITY
Fiduciary liabilities	$	—	$	—	$	—	$	10,505	$	—		$	10,505
Deferred revenue and accrued expenses	—		15		27		1,488		(49		)	1,481
Short-term debt and current portion of long-term debt	—		22		394		92		—			508
Other current liabilities	77		94		23		684		(2		)	876
Amounts due to group undertakings	—		8,323		2,075		2,097		(12,495		)	—
Total current liabilities	77		8,454		2,519		14,866		(12,546		)	13,370
Long-term debt	496		2,506		186		169		—			3,357
Liability for pension benefits	—		—		—		1,321		—			1,321
Deferred tax liabilities	—		—		—		1,013		(149		)	864
Provision for liabilities	—		—		120		455		—			575
Other non-current liabilities	—		48		15		483		(14		)	532
Non-current amounts due to group undertakings	—		—		518		4,973		(5,491		)	—
Total non-current liabilities	496		2,554		839		8,414		(5,654		)	6,649
TOTAL LIABILITIES	573		11,008		3,358		23,280		(18,200		)	20,019
REDEEMABLE NONCONTROLLING INTEREST	—		—		—		51		—			51
EQUITY
Total Willis Towers Watson shareholders’ equity	10,065		3,243		4,258		9,077		(16,578		)	10,065
Noncontrolling interests	—		—		—		118		—			118
Total equity	10,065		3,243		4,258		9,195		(16,578		)	10,183
TOTAL LIABILITIES AND EQUITY	$	10,638	$	14,251	$	7,616	$	32,526	$	(34,778	)	$	30,253

Condensed 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

Condensed Consolidated Statement of Cash Flows



	Year ended December 31, 2016
	Willis Towers Watson			The Other Guarantors			The Issuer			Other			Consolidating adjustments			Consolidated
NET CASH (USED IN)/FROM OPERATING ACTIVITIES	$	(20	)	$	128		$	(83	)	$	1,101		$	(206	)	$	920
CASH FLOWS FROM/(USED IN) INVESTING ACTIVITIES
Additions to fixed assets and software for internal use	—			(79		)	(12		)	(221		)	94			(218		)
Capitalized software costs	—			—			—			(85		)	—			(85		)
Acquisitions of operations, net of cash acquired	—			—			—			476			—			476
Net (cash paid)/proceeds from sale of operations	—			—			—			(4		)	3			(1		)
Other, net	—			—			33			20			(30		)	23
Proceeds from intercompany investing activities	—			163			—			30			(193		)	—
Repayments of intercompany investing activities	(3,751		)	(4,114		)	—			(769		)	8,634			—
Reduction in investment in subsidiaries	4,600			3,600			—			—			(8,200		)	—
Additional investment in subsidiaries	—			(4,600		)	—			(3,600		)	8,200			—
Net cash from/(used in) investing activities	$	849		$	(5,030	)	$	21		$	(4,153	)	$	8,508		$	195
CASH FLOWS (USED IN)/FROM FINANCING ACTIVITIES
Net (payments)/borrowings on revolving credit facility	—			(237		)	—			—			—			(237		)
Senior notes issued	—			1,606			—			—			—			1,606
Proceeds from issuance of other debt	—			400			—			4			—			404
Debt issuance costs	—			(14		)	—			—			—			(14		)
Repayments of debt	(300		)	(1,037		)	—			(564		)	—			(1,901		)
Repurchase of shares	(396		)	—			—			—			—			(396		)
Proceeds from issuance of shares and excess tax benefit	63			—			—			—			—			63
Payments of deferred and contingent consideration related to acquisitions	—			—			—			(67		)	—			(67		)
Dividends paid	(199		)	—			(49		)	(90		)	139			(199		)
Acquisitions of and dividends paid to noncontrolling interests	—			—			—			(21		)	—			(21		)
Proceeds from intercompany financing activities	—			4,204			164			4,266			(8,634		)	—
Repayments of intercompany financing activities	—			(22		)	(53		)	(118		)	193			—
Net cash (used in)/from financing activities	$	(832	)	$	4,900		$	62		$	3,410		$	(8,302	)	$	(762	)
(DECREASE)/INCREASE IN CASH AND CASH EQUIVALENTS	(3		)	(2		)	—			358			—			353
Effect of exchange rate changes on cash and cash equivalents	—			—			—			(15		)	—			(15		)
CASH AND CASH EQUIVALENTS, BEGINNING OF PERIOD	3			2			—			527			—			532
CASH AND CASH EQUIVALENTS, END OF PERIOD	$	—		$	—		$	—		$	870		$	—		$	870

Condensed Consolidated Statement of Cash Flows



	Year ended December 31, 2015
	Willis Towers Watson			The Other Guarantors			The Issuer			Other			Consolidating adjustments			Consolidated
NET CASH (USED IN)/FROM OPERATING ACTIVITIES	$	(10	)	$	583		$	43		$	(223	)	$	(150	)	$	243
CASH FLOWS FROM/(USED IN) INVESTING ACTIVITIES
Additions to fixed assets and software for internal use	—			(10		)	(8		)	(128		)	—			(146		)
Acquisitions of operations, net of cash acquired	—			—			—			(857		)	—			(857		)
Proceeds from sale of operations, net of cash disposed	—			—			—			44			—			44
Other, net	—			—			—			16			—			16
Proceeds from intercompany investing activities	321			49			87			151			(608		)	—
Repayments of intercompany investing activities	(82		)	(746		)	—			(181		)	1,009			—
Additional investment in subsidiaries	—			(598		)	—			—			598			—
Net cash from/(used in) investing activities	$	239		$	(1,305	)	$	79		$	(955	)	$	999		$	(943	)
CASH FLOWS (USED IN)/FROM FINANCING ACTIVITIES
Net (payments)/borrowings on revolving credit facility	—			469			—			—			—			469
Debt issuance costs	—			(5		)	—			—			—			(5		)
Repayments of debt	—			(16		)	(149		)	(1		)	—			(166		)
Proceeds from issue of other debt	—			592			—			—			—			592
Repurchase of shares	(82		)	—			—			—			—			(82		)
Proceeds from issuance of shares and excess tax benefit	124			—			—			605			(598		)	131
Dividends paid	(277		)	—			—			(150		)	150			(277		)
Acquisitions of and dividends paid to noncontrolling interests	—			—			—			(21		)	—			(21		)
Proceeds from intercompany financing activities	—			154			27			828			(1,009		)	—
Repayments of intercompany financing activities	—			(472		)	—			(136		)	608			—
Net cash (used in)/from financing activities	$	(235	)	$	722		$	(122	)	$	1,125		$	(849	)	$	641
DECREASE IN CASH AND CASH EQUIVALENTS	(6		)	—			—			(53		)	—			(59		)
Effect of exchange rate changes on cash and cash equivalents	—			—			—			(44		)	—			(44		)
CASH AND CASH EQUIVALENTS, BEGINNING OF PERIOD	9			2			—			624			—			635
CASH AND CASH EQUIVALENTS, END OF PERIOD	$	3		$	2		$	—		$	527		$	—		$	532

Condensed Consolidated Statement of Cash Flows



	Year ended December 31, 2014
	Willis Towers Watson			The Other Guarantors			The Issuer			Other			Consolidating adjustments			Consolidated
NET CASH (USED IN)/FROM OPERATING ACTIVITIES	$	(35	)	$	387		$	265		$	212		$	(352	)	$	477
CASH FLOWS FROM/(USED IN) INVESTING ACTIVITIES
Additions to fixed assets and software for internal use	—			(9		)	(10		)	(95		)	1			(113		)
Acquisitions of operations, net of cash acquired	—			—			—			(245		)	—			(245		)
Other, net	—			—			1			(4		)	(1		)	(4		)
Proceeds from intercompany investing activities	361			—			120			435			(916		)	—
Repayments of intercompany investing activities	—			(53		)	(131		)	(46		)	230			—
Proceeds from sale of operations net of cash disposed	—			—			—			86			—			86
Additional investment in subsidiaries	(31		)	—			—			—			31			—
Net cash from/(used in) investing activities	$	330		$	(62	)	$	(20	)	$	131		$	(655	)	$	(276	)
CASH FLOWS (USED IN)/FROM FINANCING ACTIVITIES
Net (payments on)/draw down of revolving credit facility	—			—			—			—			—			—
Debt issuance costs	—			—			—			(3		)	—			(3		)
Repayments of debt	—			(15		)	—			—			—			(15		)
Proceeds from issue of other debt	—			—			—			—			—			—
Repurchase of shares	(213		)	—			—			—			—			(213		)
Proceeds from issuance of shares and excess tax benefit	134			—			—			36			(31		)	139
Dividends paid	(210		)	—			—			(352		)	352			(210		)
Acquisitions of and dividends paid to noncontrolling interests	—			(4		)	—			(17		)	—			(21		)
Proceeds from intercompany financing activities	—			46			4			180			(230		)	—
Repayments of intercompany financing activities	—			(353		)	(249		)	(314		)	916			—
Net cash (used in)/from financing activities	$	(289	)	$	(326	)	$	(245	)	$	(470	)	$	1,007		$	(323	)
INCREASE/(DECREASE) IN CASH AND CASH EQUIVALENTS	6			(1		)	—			(127		)	—			(122		)
Effect of exchange rate changes on cash and cash equivalents	—			—			—			(39		)	—			(39		)
CASH AND CASH EQUIVALENTS, BEGINNING OF PERIOD	3			3			—			790			—			796
CASH AND CASH EQUIVALENTS, END OF PERIOD	$	9		$	2		$	—		$	624		$	—		$	635

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

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

The guarantor structure described above differs from the guarantor structure associated with the senior notes issued by Willis North America (the ‘Willis North America Debt Securities’) (and for which condensed consolidating financial information is presented in Note 21) 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 of Willis Towers Watson and the Guarantors.

Condensed Consolidated Statement of Operations



	Year ended December 31, 2016
	Willis Towers Watson — the Parent Issuer			The Guarantors			Other			Consolidating adjustments			Consolidated
Revenues
Commissions and fees	$	—		$	19		$	7,759		$	—		$	7,778
Interest and other income	—			2			107			—			109
Total revenues	—			21			7,866			—			7,887
Costs of providing services
Salaries and benefits	2			16			4,628			—			4,646
Other operating expenses	3			200			1,348			—			1,551
Depreciation	—			19			159			—			178
Amortization	—			—			591			—			591
Restructuring costs	—			68			125			—			193
Transaction and integration expenses	1			42			134			—			177
Total costs of providing services	6			345			6,985			—			7,336
(Loss) Income from operations	(6		)	(324		)	881			—			551
Income from Group undertakings	(3		)	(672		)	(136		)	811			—
Expenses due to Group undertakings	3			137			671			(811		)	—
Interest expense	32			128			24			—			184
Other (income)/expense, net	—			(2		)	29			—			27
(LOSS) INCOME FROM CONTINUING OPERATIONS BEFORE INCOME TAXES AND INTEREST IN EARNINGS OF ASSOCIATES	(38		)	85			293			—			340
(Benefit from)/provision for income taxes	—			(122		)	26			—			(96		)
(LOSS) INCOME FROM CONTINUING OPERATIONS BEFORE INTEREST IN EARNINGS OF ASSOCIATES	(38		)	207			267			—			436
Interest in earnings of associates, net of tax	—			—			2			—			2
Equity account for subsidiaries	458			241			—			(699		)	—
NET INCOME	420			448			269			(699		)	438
Income attributable to noncontrolling interests	—			—			(18		)	—			(18		)
NET INCOME ATTRIBUTABLE TO WILLIS TOWERS WATSON	$	420		$	448		$	251		$	(699	)	$	420

Condensed Consolidated Statement of Comprehensive Income/(Loss)



	Year ended December 31, 2016
	Willis Towers Watson — the Parent Issuer			The Guarantors			Other			Consolidating adjustments		Consolidated
Comprehensive (loss)/income before noncontrolling interests	$	(427	)	$	(380	)	$	(550	)	$	928	$	(429	)
Less: Comprehensive loss attributable to noncontrolling interests	—			—			2			—		2
Comprehensive (loss)/income attributable to Willis Towers Watson	$	(427	)	$	(380	)	$	(548	)	$	928	$	(427	)

Condensed Consolidated Statement of Operations



	Year ended December 31, 2015
	Willis Towers Watson — the Parent Issuer			The Guarantors			Other			Consolidating adjustments			Consolidated
Revenues
Commissions and fees	$	—		$	11		$	3,798		$	—		$	3,809
Interest and other income	—			1			19			—			20
Total revenues	—			12			3,817			—			3,829
Costs of providing services
Salaries and benefits	1			77			2,225			—			2,303
Other operating expenses	8			101			609			—			718
Depreciation	—			22			73			—			95
Amortization	—			—			76			—			76
Restructuring costs	—			41			85			—			126
Transaction and integration expenses	4			14			66			—			84
Total costs of providing services	13			255			3,134			—			3,402
(Loss) Income from operations	(13		)	(243		)	683			—			427
Income from Group undertakings	—			(350		)	(110		)	460			—
Expenses due to Group undertakings	—			109			351			(460		)	—
Interest expense	43			81			18			—			142
Other expense/(income), net	10			(42		)	(23		)	—			(55		)
(LOSS) INCOME FROM CONTINUING OPERATIONS BEFORE INCOME TAXES AND INTEREST IN EARNINGS OF ASSOCIATES	(66		)	(41		)	447			—			340
(Benefit from)/provision for income taxes	—			(46		)	13			—			(33		)
(LOSS) INCOME FROM CONTINUING OPERATIONS BEFORE INTEREST IN EARNINGS OF ASSOCIATES	(66		)	5			434			—			373
Interest in earnings of associates, net of tax	—			9			2			—			11
Equity account for subsidiaries	439			421			—			(860		)	—
NET INCOME	373			435			436			(860		)	384
Income attributable to noncontrolling interests	—			—			(11		)	—			(11		)
NET INCOME ATTRIBUTABLE TO WILLIS TOWERS WATSON	$	373		$	435		$	425		$	(860	)	$	373

Condensed Consolidated Statement of Comprehensive Income/(Loss)



	Year ended December 31, 2015
	Willis Towers Watson — the Parent Issuer		The Guarantors		Other			Consolidating adjustments			Consolidated
Comprehensive income/(loss) before noncontrolling interests	$	402	$	462	$	455		$	(916	)	$	403
Less: Comprehensive income attributable to noncontrolling interests	—		—		(1		)	—			(1		)
Comprehensive income/(loss) attributable to Willis Towers Watson	$	402	$	462	$	454		$	(916	)	$	402

Condensed Consolidated Statement of Operations



	Year ended December 31, 2014
	Willis Towers Watson — the Parent Issuer			The Guarantors			Other			Consolidating adjustments			Consolidated
Revenues
Commissions and fees	$	—		$	8		$	3,759		$	—		$	3,767
Interest and other income	—			—			35			—			35
Total revenues	—			8			3,794			—			3,802
Costs of providing services
Salaries and benefits	1			81			2,232			—			2,314
Other operating expenses	16			133			510			—			659
Depreciation	—			21			71			—			92
Amortization	—			—			54			—			54
Restructuring costs	—			14			22			—			36
Total costs of providing services	17			249			2,889			—			3,155
(Loss) Income from operations	(17		)	(241		)	905			—			647
Income from Group undertakings	—			(424		)	(102		)	526			—
Expenses due to Group undertakings	—			102			424			(526		)	—
Interest expense	43			80			12			—			135
Other expense/(income), net	15			220			(11		)	(230		)	(6		)
(LOSS) INCOME FROM CONTINUING OPERATIONS BEFORE INCOME TAXES AND INTEREST IN EARNINGS OF ASSOCIATES	(75		)	(219		)	582			230			518
(Benefit from)/provision for income taxes	—			(49		)	208			—			159
(LOSS) INCOME FROM CONTINUING OPERATIONS BEFORE INTEREST IN EARNINGS OF ASSOCIATES	(75		)	(170		)	374			230			359
Interest in earnings of associates, net of tax	—			10			4			—			14
Equity account for subsidiaries	437			588			—			(1,025		)	—
NET INCOME	362			428			378			(795		)	373
Income attributable to noncontrolling interests	—			—			(11		)	—			(11		)
NET INCOME ATTRIBUTABLE TO WILLIS TOWERS WATSON	$	362		$	428		$	367		$	(795	)	$	362

Condensed Consolidated Statement of Comprehensive Income/(Loss)



	Year ended December 31, 2014
	Willis Towers Watson — the Parent Issuer			The Guarantors		Other			Consolidating adjustments			Consolidated
Comprehensive (loss)/income before noncontrolling interests	$	(11	)	$	69	$	49		$	(113	)	$	(6	)
Less: Comprehensive income attributable to noncontrolling interests	—			—		(5		)	—			(5		)
Comprehensive (loss)/income attributable to Willis Towers Watson	$	(11	)	$	69	$	44		$	(113	)	$	(11	)

Condensed Consolidated Balance Sheet



	As of December 31, 2016
	Willis Towers Watson — the Parent Issuer		The Guarantors		Other		Consolidating adjustments			Consolidated
ASSETS
Cash and cash equivalents	$	—	$	—	$	870	$	—		$	870
Fiduciary assets	—		—		10,505		—			10,505
Accounts receivable, net	—		7		2,073		—			2,080
Prepaid and other current assets	—		72		324		(59		)	337
Amounts due from group undertakings	7,229		1,648		2,370		(11,247		)	—
Total current assets	7,229		1,727		16,142		(11,306		)	13,792
Investments in subsidiaries	3,409		8,955		—		(12,364		)	—
Fixed assets, net	—		34		805		—			839
Goodwill	—		—		10,413		—			10,413
Other intangible assets, net	—		64		4,368		(64		)	4,368
Pension benefits assets	—		—		488		—			488
Other non-current assets	—		90		310		(47		)	353
Non-current amounts due from group undertakings	—		4,973		—		(4,973		)	—
Total non-current assets	3,409		14,116		16,384		(17,448		)	16,461
TOTAL ASSETS	$	10,638	$	15,843	$	32,526	$	(28,754	)	$	30,253
LIABILITIES AND EQUITY
Fiduciary liabilities	$	—	$	—	$	10,505	$	—		$	10,505
Deferred revenue and accrued expenses	—		42		1,488		(49		)	1,481
Short-term debt and current portion of long-term debt	—		416		92		—			508
Other current liabilities	77		117		684		(2		)	876
Amounts due to group undertakings	—		9,150		2,097		(11,247		)	—
Total current liabilities	77		9,725		14,866		(11,298		)	13,370
Long-term debt	496		2,692		169		—			3,357
Liability for pension benefits	—		—		1,321		—			1,321
Deferred tax liabilities	—		—		1,013		(149		)	864
Provision for liabilities	—		120		455		—			575
Other non-current liabilities	—		63		483		(14		)	532
Non-current amounts due to group undertakings	—		—		4,973		(4,973		)	—
Total non-current liabilities	496		2,875		8,414		(5,136		)	6,649
TOTAL LIABILITIES	573		12,600		23,280		(16,434		)	20,019
REDEEMABLE NONCONTROLLING INTEREST	—		—		51		—			51
EQUITY
Total Willis Towers Watson shareholders’ equity	10,065		3,243		9,077		(12,320		)	10,065
Noncontrolling interests	—		—		118		—			118
Total equity	10,065		3,243		9,195		(12,320		)	10,183
TOTAL LIABILITIES AND EQUITY	$	10,638	$	15,843	$	32,526	$	(28,754	)	$	30,253

Condensed 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

Condensed Consolidated Statement of Cash Flows



	Year ended December 31, 2016
	Willis Towers Watson — the Parent Issuer			The Guarantors			Other			Consolidating adjustments			Consolidated
NET CASH (USED IN)/FROM OPERATING ACTIVITIES	$	(20	)	$	(4	)	$	1,101		$	(157	)	$	920
CASH FLOWS FROM/(USED IN) INVESTING ACTIVITIES
Additions to fixed assets and software for internal use	—			(91		)	(221		)	94			(218		)
Capitalized software costs	—			—			(85		)	—			(85		)
Acquisitions of operations, net of cash acquired	—			—			476			—			476
Net (cash paid)/proceeds from sale of operations	—			—			(4		)	3			(1		)
Other, net	—			33			20			(30		)	23
Proceeds from intercompany investing activities	—			118			30			(148		)	—
Repayments of intercompany investing activities	(3,751		)	(4,114		)	(769		)	8,634			—
Reduction in investment in subsidiaries	4,600			3,600			—			(8,200		)	—
Additional investment in subsidiaries	—			(4,600		)	(3,600		)	8,200			—
Net cash from/(used in) investing activities	$	849		$	(5,054	)	$	(4,153	)	$	8,553		$	195
CASH FLOWS (USED IN)/FROM FINANCING ACTIVITIES
Net (payments)/borrowings on revolving credit facility	—			(237		)	—			—			(237		)
Senior notes issued	—			1,606			—			—			1,606
Proceeds from issuance of other debt	—			400			4			—			404
Debt issuance costs	—			(14		)	—			—			(14		)
Repayments of debt	(300		)	(1,037		)	(564		)	—			(1,901		)
Repurchase of shares	(396		)	—			—			—			(396		)
Proceeds from issuance of shares and excess tax benefit	63			—			—			—			63
Payments of deferred and contingent consideration related to acquisitions	—			—			(67		)	—			(67		)
Dividends paid	(199		)	—			(90		)	90			(199		)
Acquisitions of and dividends paid to noncontrolling interests	—			—			(21		)	—			(21		)
Proceeds from intercompany financing activities	—			4,368			4,266			(8,634		)	—
Repayments of intercompany financing activities	—			(30		)	(118		)	148			—
Net cash (used in)/from financing activities	$	(832	)	$	5,056		$	3,410		$	(8,396	)	$	(762	)
(DECREASE)/INCREASE IN CASH AND CASH EQUIVALENTS	(3		)	(2		)	358			—			353
Effect of exchange rate changes on cash and cash equivalents	—			—			(15		)	—			(15		)
CASH AND CASH EQUIVALENTS, BEGINNING OF PERIOD	3			2			527			—			532
CASH AND CASH EQUIVALENTS, END OF PERIOD	$	—		$	—		$	870		$	—		$	870

Condensed Consolidated Statement of Cash Flows



	Year ended December 31, 2015
	Willis Towers Watson — the Parent Issuer			The Guarantors			Other			Consolidating adjustments			Consolidated
NET CASH (USED IN)/FROM OPERATING ACTIVITIES	$	(10	)	$	626		$	(223	)	$	(150	)	$	243
CASH FLOWS FROM/(USED IN) INVESTING ACTIVITIES
Additions to fixed assets and software for internal use	—			(18		)	(128		)	—			(146		)
Acquisitions of operations, net of cash acquired	—			—			(857		)	—			(857		)
Proceeds from sale of operations, net of cash disposed	—			—			44			—			44
Other, net	—			—			16			—			16
Proceeds from intercompany investing activities	321			136			151			(608		)	—
Repayments of intercompany investing activities	(82		)	(746		)	(181		)	1,009			—
Additional investment in subsidiaries	—			(598		)	—			598			—
Net cash from/(used in) investing activities	$	239		$	(1,226	)	$	(955	)	$	999		$	(943	)
CASH FLOWS (USED IN)/FROM FINANCING ACTIVITIES
Net (payments)/borrowings on revolving credit facility	—			469			—			—			469
Debt issuance costs	—			(5		)	—			—			(5		)
Repayments of debt	—			(165		)	(1		)	—			(166		)
Proceeds from issue of other debt	—			592			—			—			592
Repurchase of shares	(82		)	—			—			—			(82		)
Proceeds from issuance of shares and excess tax benefit	124			—			605			(598		)	131
Dividends paid	(277		)	—			(150		)	150			(277		)
Acquisitions of and dividends paid to noncontrolling interests	—			—			(21		)	—			(21		)
Proceeds from intercompany financing activities	—			181			828			(1,009		)	—
Repayments of intercompany financing activities	—			(472		)	(136		)	608			—
Net cash (used in)/from financing activities	$	(235	)	$	600		$	1,125		$	(849	)	$	641
DECREASE IN CASH AND CASH EQUIVALENTS	(6		)	—			(53		)	—			(59		)
Effect of exchange rate changes on cash and cash equivalents	—			—			(44		)	—			(44		)
CASH AND CASH EQUIVALENTS, BEGINNING OF PERIOD	9			2			624			—			635
CASH AND CASH EQUIVALENTS, END OF PERIOD	$	3		$	2		$	527		$	—		$	532

Condensed Consolidated Statement of Cash Flows



	Year ended December 31, 2014
	Willis Towers Watson — the Parent Issuer			The Guarantors			Other			Consolidating adjustments			Consolidated
NET CASH (USED IN)/FROM OPERATING ACTIVITIES	$	(35	)	$	652		$	212		$	(352	)	$	477
CASH FLOWS FROM/(USED IN) INVESTING ACTIVITIES
Additions to fixed assets and software for internal use	—			(19		)	(95		)	1			(113		)
Acquisitions of operations, net of cash acquired	—			—			(245		)	—			(245		)
Proceeds from sale of operations, net of cash disposed	—			—			86			—			86
Other, net	—			1			(4		)	(1		)	(4		)
Proceeds from intercompany investing activities	361			120			435			(916		)	—
Repayments of intercompany investing activities	—			(180		)	(46		)	226			—
Additional investment in subsidiaries	(31		)	—			—			31			—
Net cash from/(used in) investing activities	$	330		$	(78	)	$	131		$	(659	)	$	(276	)
CASH FLOWS (USED IN)/FROM FINANCING ACTIVITIES
Debt issuance costs	—			—			(3		)	—			(3		)
Repayments of debt	—			(15		)	—			—			(15		)
Repurchase of shares	(213		)	—			—			—			(213		)
Proceeds from issuance of shares and excess tax benefit	134			—			36			(31		)	139
Dividends paid	(210		)	—			(352		)	352			(210		)
Acquisitions of and dividends paid to noncontrolling interests	—			(4		)	(17		)	—			(21		)
Proceeds from intercompany financing activities	—			46			180			(226		)	—
Repayments of intercompany financing activities	—			(602		)	(314		)	916			—
Net cash (used in)/from financing activities	$	(289	)	$	(575	)	$	(470	)	$	1,011		$	(323	)
INCREASE/(DECREASE) IN CASH AND CASH EQUIVALENTS	6			(1		)	(127		)	—			(122		)
Effect of exchange rate changes on cash and cash equivalents	—			—			(39		)	—			(39		)
CASH AND CASH EQUIVALENTS, BEGINNING OF PERIOD	3			3			790			—			796
CASH AND CASH EQUIVALENTS, END OF PERIOD	$	9		$	2		$	624		$	—		$	635

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

Trinity Acquisition plc 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 22, 2016 and €540 million ($609 million) were issued on May 26, 2016.

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, Willis Group Limited, Willis North America Inc., Willis Towers Watson Sub Holdings Unlimited Company and WTW Bermuda Holdings Ltd., collectively the ‘Other Guarantors’, and with Willis Towers Watson, the ‘Guarantor Companies’.

The guarantor structure described above differs from the guarantor structure associated with the senior notes issued by the Company and Willis North America (the ‘Willis North America Debt Securities’) in that Trinity Acquisition plc 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 Unlimited Company, 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 of the issuer;


(iii)	Trinity Acquisition plc, 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 of Willis Towers Watson, the Other Guarantors and the Issuer.

Condensed Consolidated Statement of Operations



	Year ended December 31, 2016
	Willis Towers Watson			The Other Guarantors			The Issuer			Other			Consolidating adjustments			Consolidated
Revenues
Commissions and fees	$	—		$	19		$	—		$	7,759		$	—		$	7,778
Interest and other income	—			2			—			107			—			109
Total revenues	—			21			—			7,866			—			7,887
Costs of providing services
Salaries and benefits	2			16			—			4,628			—			4,646
Other operating expenses	3			200			—			1,348			—			1,551
Depreciation	—			19			—			159			—			178
Amortization	—			—			—			591			—			591
Restructuring costs	—			68			—			125			—			193
Transaction and integration expenses	1			42			—			134			—			177
Total costs of providing services	6			345			—			6,985			—			7,336
(Loss) Income from operations	(6		)	(324		)	—			881			—			551
Income from Group undertakings	(3		)	(657		)	(132		)	(136		)	928			—
Expenses due to Group undertakings	3			228			26			671			(928		)	—
Interest expense	32			38			90			24			—			184
Other (income)/expense, net	—			(2		)	—			29			—			27
(LOSS) INCOME FROM CONTINUING OPERATIONS BEFORE INCOME TAXES AND INTEREST IN EARNINGS OF ASSOCIATES	(38		)	69			16			293			—			340
(Benefit from)/provision for income taxes	—			(125		)	3			26			—			(96		)
(LOSS) INCOME FROM CONTINUING OPERATIONS BEFORE INTEREST IN EARNINGS OF ASSOCIATES	(38		)	194			13			267			—			436
Interest in earnings of associates, net of tax	—			—			—			2			—			2
Equity account for subsidiaries	458			254			151			—			(863		)	—
NET INCOME	420			448			164			269			(863		)	438
Income attributable to noncontrolling interests	—			—			—			(18		)	—			(18		)
NET INCOME (LOSS) ATTRIBUTABLE TO WILLIS TOWERS WATSON	$	420		$	448		$	164		$	251		$	(863	)	$	420

Condensed Consolidated Statement of Comprehensive Income/(Loss)



	Year ended December 31, 2016
	Willis Towers Watson			The Other Guarantors			The Issuer			Other			Consolidating adjustments		Consolidated
Comprehensive (loss)/income before noncontrolling interests	$	(427	)	$	(379	)	$	(656	)	$	(550	)	$	1,583	$	(429	)
Less: Comprehensive loss attributable to noncontrolling interests	—			—			—			2			—		2
Comprehensive (loss)/income attributable to Willis Towers Watson	$	(427	)	$	(379	)	$	(656	)	$	(548	)	$	1,583	$	(427	)

Condensed Consolidated Statement of Operations



	Year ended December 31, 2015
	Willis Towers Watson			The Other Guarantors			The Issuer			Other			Consolidating adjustments			Consolidated
Revenues
Commissions and fees	$	—		$	11		$	—		$	3,798		$	—		$	3,809
Interest and other income	—			1			—			19			—			20
Total revenues	—			12			—			3,817			—			3,829
Costs of providing services
Salaries and benefits	1			77			—			2,225			—			2,303
Other operating expenses	8			101			—			609			—			718
Depreciation	—			22			—			73			—			95
Amortization	—			—			—			76			—			76
Restructuring costs	—			41			—			85			—			126
Transaction and integration expenses	4			14			—			66			—			84
Total costs of providing services	13			255			—			3,134			—			3,402
(Loss) Income from operations	(13		)	(243		)	—			683			—			427
Income from Group undertakings	—			(374		)	(93		)	(110		)	577			—
Expenses due to Group undertakings	—			200			26			351			(577		)	—
Interest expense	43			41			40			18			—			142
Other expense/(income), net	10			(42		)	—			(23		)	—			(55		)
(LOSS) INCOME FROM CONTINUING OPERATIONS BEFORE INCOME TAXES AND INTEREST IN EARNINGS OF ASSOCIATES	(66		)	(68		)	27			447			—			340
(Benefit from)/provision for income taxes	—			(51		)	5			13			—			(33		)
(LOSS) INCOME FROM CONTINUING OPERATIONS BEFORE INTEREST IN EARNINGS OF ASSOCIATES	(66		)	(17		)	22			434			—			373
Interest in earnings of associates, net of tax	—			9			—			2			—			11
Equity account for subsidiaries	439			443			337			—			(1,219		)	—
NET INCOME	373			435			359			436			(1,219		)	384
Income attributable to noncontrolling interests	—			—			—			(11		)	—			(11		)
NET INCOME ATTRIBUTABLE TO WILLIS TOWERS WATSON	$	373		$	435		$	359		$	425		$	(1,219	)	$	373

Condensed Consolidated Statement of Comprehensive Income/(Loss)



	Year ended December 31, 2015
	Willis Towers Watson		The Other Guarantors		The Issuer		Other			Consolidating adjustments			Consolidated
Comprehensive income/(loss) before noncontrolling interests	$	402	$	462	$	400	$	455		$	(1,316	)	$	403
Less: Comprehensive income attributable to noncontrolling interests	—		—		—		(1		)	—			(1		)
Comprehensive income/(loss) attributable to Willis Towers Watson	$	402	$	462	$	400	$	454		$	(1,316	)	$	402

Condensed Consolidated Statement of Operations



	Year ended December 31, 2014
	Willis Towers Watson			The Other Guarantors			The Issuer			Other			Consolidating adjustments			Consolidated
Revenues
Commissions and fees	$	—		$	8		$	—		$	3,759		$	—		$	3,767
Interest and other income	—			—			—			35			—			35
Total revenues	—			8			—			3,794			—			3,802
Costs of providing services
Salaries and benefits	1			81			—			2,232			—			2,314
Other operating expenses	16			133			—			510			—			659
Depreciation	—			21			—			71			—			92
Amortization	—			—			—			54			—			54
Restructuring costs	—			14			—			22			—			36
Total costs of providing services	17			249			—			2,889			—			3,155
(Loss) Income from operations	(17		)	(241		)	—			905			—			647
Income from Group undertakings	—			(450		)	(91		)	(102		)	643			—
Expenses due to Group undertakings	—			190			29			424			(643		)	—
Interest expense	43			44			36			12			—			135
Other expense/(income), net	15			220			—			(11		)	(230		)	(6		)
(LOSS) INCOME FROM CONTINUING OPERATIONS BEFORE INCOME TAXES AND INTEREST IN EARNINGS OF ASSOCIATES	(75		)	(245		)	26			582			230			518
(Benefit from)/provision for income taxes	—			(54		)	5			208			—			159
(LOSS) INCOME FROM CONTINUING OPERATIONS BEFORE INTEREST IN EARNINGS OF ASSOCIATES	(75		)	(191		)	21			374			230			359
Interest in earnings of associates, net of tax	—			10			—			4			—			14
Equity account for subsidiaries	437			609			314			—			(1,360		)	—
NET INCOME	362			428			335			378			(1,130		)	373
Income attributable to noncontrolling interests	—			—			—			(11		)	—			(11		)
NET INCOME ATTRIBUTABLE TO WILLIS TOWERS WATSON	$	362		$	428		$	335		$	367		$	(1,130	)	$	362

Condensed Consolidated Statement of Comprehensive Income/(Loss)



	Year ended December 31, 2014
	Willis Towers Watson			The Other Guarantors		The Issuer			Other			Consolidating adjustments			Consolidated
Comprehensive (loss)/income before noncontrolling interests	$	(11	)	$	69	$	(5	)	$	49		$	(108	)	$	(6	)
Less: Comprehensive income attributable to noncontrolling interests	—			—		—			(5		)	—			(5		)
Comprehensive (loss)/income attributable to Willis Towers Watson	$	(11	)	$	69	$	(5	)	$	44		$	(108	)	$	(11	)

Condensed Consolidated Balance Sheet



	As of December 31, 2016
	Willis Towers Watson		The Other Guarantors		The Issuer		Other		Consolidating adjustments			Consolidated
ASSETS
Cash and cash equivalents	$	—	$	—	$	—	$	870	$	—		$	870
Fiduciary assets	—		—		—		10,505		—			10,505
Accounts receivable, net	—		7		—		2,073		—			2,080
Prepaid and other current assets	—		74		1		324		(62		)	337
Amounts due from group undertakings	7,229		849		1,595		2,370		(12,043		)	—
Total current assets	7,229		930		1,596		16,142		(12,105		)	13,792
Investments in subsidiaries	3,409		8,621		7,309		—		(19,339		)	—
Fixed assets, net	—		34		—		805		—			839
Goodwill	—		—		—		10,413		—			10,413
Other intangible assets, net	—		64		—		4,368		(64		)	4,368
Pension benefits assets	—		—		—		488		—			488
Other non-current assets	—		90		—		310		(47		)	353
Non-current amounts due from group undertakings	—		4,859		1,055		—		(5,914		)	—
Total non-current assets	3,409		13,668		8,364		16,384		(25,364		)	16,461
TOTAL ASSETS	$	10,638	$	14,598	$	9,960	$	32,526	$	(37,469	)	$	30,253
LIABILITIES AND EQUITY
Fiduciary liabilities	$	—	$	—	$	—	$	10,505	$	—		$	10,505
Deferred revenue and accrued expenses	—		41		1		1,488		(49		)	1,481
Short-term debt and current portion of long-term debt	—		394		22		92		—			508
Other current liabilities	77		87		33		684		(5		)	876
Amounts due to group undertakings	—		9,946		—		2,097		(12,043		)	—
Total current liabilities	77		10,468		56		14,866		(12,097		)	13,370
Long-term debt	496		186		2,506		169		—			3,357
Liability for pension benefits	—		—		—		1,321		—			1,321
Deferred tax liabilities	—		—		—		1,013		(149		)	864
Provision for liabilities	—		120		—		455		—			575
Other non-current liabilities	—		63		—		483		(14		)	532
Non-current amounts due to group undertakings	—		518		423		4,973		(5,914		)	—
Total non-current liabilities	496		887		2,929		8,414		(6,077		)	6,649
TOTAL LIABILITIES	573		11,355		2,985		23,280		(18,174		)	20,019
REDEEMABLE NONCONTROLLING INTEREST	—		—		—		51		—			51
EQUITY
Total Willis Towers Watson shareholders’ equity	10,065		3,243		6,975		9,077		(19,295		)	10,065
Noncontrolling interests	—		—		—		118		—			118
Total equity	10,065		3,243		6,975		9,195		(19,295		)	10,183
TOTAL LIABILITIES AND EQUITY	$	10,638	$	14,598	$	9,960	$	32,526	$	(37,469	)	$	30,253

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

Condensed Consolidated Statement of Cash Flows



	Year ended December 31, 2016
	Willis Towers Watson			The Other Guarantors			The Issuer			Other			Consolidating adjustments			Consolidated
NET CASH (USED IN)/FROM OPERATING ACTIVITIES	$	(20	)	$	308		$	152		$	1,101		$	(621	)	$	920
CASH FLOWS FROM/(USED IN) INVESTING ACTIVITIES
Additions to fixed assets and software for internal use	—			(91		)	—			(221		)	94			(218		)
Capitalized software costs	—			—			—			(85		)	—			(85		)
Acquisitions of operations, net of cash acquired	—			—			—			476			—			476
Net (cash paid)/proceeds from sale of operations	—			—			—			(4		)	3			(1		)
Other, net	—			33			—			20			(30		)	23
Proceeds from intercompany investing activities	—			108			55			30			(193		)	—
Repayments of intercompany investing activities	(3,751		)	(3,513		)	(602		)	(769		)	8,635			—
Reduction in investment in subsidiaries	4,600			3,600			—			—			(8,200		)	—
Additional investment in subsidiaries	—			(4,600		)	—			(3,600		)	8,200			—
Net cash from/(used in) investing activities	$	849		$	(4,463	)	$	(547	)	$	(4,153	)	$	8,509		$	195
CASH FLOWS (USED IN)/FROM FINANCING ACTIVITIES
Net (payments)/borrowings on revolving credit facility	—			—			(237		)	—			—			(237		)
Senior notes issued	—			—			1,606			—			—			1,606
Proceeds from issuance of other debt	—			—			400			4			—			404
Debt issuance costs	—			—			(14		)	—			—			(14		)
Repayments of debt	(300		)	—			(1,037		)	(564		)	—			(1,901		)
Repurchase of shares	(396		)	—			—			—			—			(396		)
Proceeds from issuance of shares and excess tax benefit	63			—			—			—			—			63
Payments of deferred and contingent consideration related to acquisitions	—			—			—			(67		)	—			(67		)
Dividends paid	(199		)	(162		)	(302		)	(90		)	554			(199		)
Acquisitions of and dividends paid to noncontrolling interests	—			—			—			(21		)	—			(21		)
Proceeds from intercompany financing activities	—			4,368			1			4,266			(8,635		)	—
Repayments of intercompany financing activities	—			(53		)	(22		)	(118		)	193			—
Net cash (used in)/from financing activities	$	(832	)	$	4,153		$	395		$	3,410		$	(7,888	)	$	(762	)
(DECREASE)/INCREASE IN CASH AND CASH EQUIVALENTS	(3		)	(2		)	—			358			—			353
Effect of exchange rate changes on cash and cash equivalents	—			—			—			(15		)	—			(15		)
CASH AND CASH EQUIVALENTS, BEGINNING OF PERIOD	3			2			—			527			—			532
CASH AND CASH EQUIVALENTS, END OF PERIOD	$	—		$	—		$	—		$	870		$	—		$	870

Condensed Consolidated Statement of Cash Flows



	Year ended December 31, 2015
	Willis Towers Watson			The Other Guarantors			The Issuer			Other			Consolidating adjustments			Consolidated
NET CASH (USED IN)/FROM OPERATING ACTIVITIES	$	(10	)	$	593		$	33		$	(223	)	$	(150	)	$	243
CASH FLOWS FROM/(USED IN) INVESTING ACTIVITIES
Additions to fixed assets and software for internal use	—			(18		)	—			(128		)	—			(146		)
Acquisitions of operations, net of cash acquired	—			—			—			(857		)	—			(857		)
Proceeds from sale of operations, net of cash disposed	—			—			—			44			—			44
Other, net	—			—			—			16			—			16
Proceeds from intercompany investing activities	321			136			—			151			(608		)	—
Repayments of intercompany investing activities	(82		)	—			(746		)	(181		)	1,009			—
Additional investment in subsidiaries	—			(420		)	(178		)	—			598			—
Net cash from/(used in) investing activities	$	239		$	(302	)	$	(924	)	$	(955	)	$	999		$	(943	)
CASH FLOWS (USED IN)/FROM FINANCING ACTIVITIES
Net (payments on)/draw down of revolving credit facility	—			—			469			—			—			469
Debt issuance costs	—			—			(5		)	—			—			(5		)
Repayments of debt	—			(149		)	(16		)	(1		)	—			(166		)
Proceeds from issue of other debt	—			—			592			—			—			592
Repurchase of shares	(82		)	—			—			—			—			(82		)
Proceeds from issuance of shares and excess tax benefit	124			—			—			605			(598		)	131
Dividends paid	(277		)	—			—			(150		)	150			(277		)
Acquisitions of and dividends paid to noncontrolling interests	—			—			—			(21		)	—			(21		)
Proceeds from intercompany financing activities	—			181			—			828			(1,009		)	—
Repayments of intercompany financing activities	—			(323		)	(149		)	(136		)	608			—
Net cash (used in)/from financing activities	$	(235	)	$	(291	)	$	891		$	1,125		$	(849	)	$	641
DECREASE IN CASH AND CASH EQUIVALENTS	(6		)	—			—			(53		)	—			(59		)
Effect of exchange rate changes on cash and cash equivalents	—			—			—			(44		)	—			(44		)
CASH AND CASH EQUIVALENTS, BEGINNING OF PERIOD	9			2			—			624			—			635
CASH AND CASH EQUIVALENTS, END OF PERIOD	$	3		$	2		$	—		$	527		$	—		$	532

Condensed Consolidated Statement of Cash Flows



	Year ended December 31, 2014
	Willis Towers Watson			The Other Guarantors			The Issuer			Other			Consolidating adjustments			Consolidated
NET CASH (USED IN)/FROM OPERATING ACTIVITIES	$	(35	)	$	781		$	181		$	212		$	(662	)	$	477
CASH FLOWS FROM/(USED IN) INVESTING ACTIVITIES
Additions to fixed assets and software for internal use	—			(19		)	—			(95		)	1			(113		)
Acquisitions of operations, net of cash acquired	—			—			—			(245		)	—			(245		)
Proceeds from sale of operations, net of cash disposed	—			—			—			86			—			86
Other, net	—			1			—			(4		)	(1		)	(4		)
Proceeds from intercompany investing activities	361			120			—			435			(916		)	—
Repayments of intercompany investing activities	—			(180		)	(4		)	(46		)	230			—
Additional investment in subsidiaries	(31		)	—			—			—			31			—
Net cash from/(used in) investing activities	$	330		$	(78	)	$	(4	)	$	131		$	(655	)	$	(276	)
CASH FLOWS (USED IN)/FROM FINANCING ACTIVITIES
Debt issuance costs	—			—			—			(3		)	—			(3		)
Repayments of debt	—			—			(15		)	—			—			(15		)
Repurchase of shares	(213		)	—			—			—			—			(213		)
Proceeds from issuance of shares and excess tax benefit	134			—			—			36			(31		)	139
Dividends paid	(210		)	(155		)	(155		)	(352		)	662			(210		)
Acquisitions of and dividends paid to noncontrolling interests	—			(4		)	—			(17		)	—			(21		)
Proceeds from intercompany financing activities	—			50			—			180			(230		)	—
Repayments of intercompany financing activities	—			(595		)	(7		)	(314		)	916			—
Net cash (used in)/from financing activities	$	(289	)	$	(704	)	$	(177	)	$	(470	)	$	1,317		$	(323	)
INCREASE/(DECREASE) IN CASH AND CASH EQUIVALENTS	6			(1		)	—			(127		)	—			(122		)
Effect of exchange rate changes on cash and cash equivalents	—			—			—			(39		)	—			(39		)
CASH AND CASH EQUIVALENTS, BEGINNING OF PERIOD	3			3			—			790			—			796
CASH AND CASH EQUIVALENTS, END OF PERIOD	$	9		$	2		$	—		$	624		$	—		$	635

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

12 Months Ended

Dec. 31, 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 of Willis Towers Watson, the Other Guarantors and the Issuer.

Condensed Consolidated Statement of Operations



	Year ended December 31, 2016
	Willis Towers Watson			The Other Guarantors			The Issuer			Other			Consolidating adjustments			Consolidated
Revenues
Commissions and fees	$	—		$	—		$	19		$	7,759		$	—		$	7,778
Interest and other income	—			2			—			107			—			109
Total revenues	—			2			19			7,866			—			7,887
Costs of providing services
Salaries and benefits	2			1			15			4,628			—			4,646
Other operating expenses	3			112			88			1,348			—			1,551
Depreciation	—			5			14			159			—			178
Amortization	—			—			—			591			—			591
Restructuring costs	—			29			39			125			—			193
Transaction and integration expenses	1			16			26			134			—			177
Total costs of providing services	6			163			182			6,985			—			7,336
(Loss) Income from operations	(6		)	(161		)	(163		)	881			—			551
Income from Group undertakings	(3		)	(500		)	(287		)	(136		)	926			—
Expenses due to Group undertakings	3			74			178			671			(926		)	—
Interest expense	32			89			39			24			—			184
Other (income)/expense, net	—			(2		)	—			29			—			27
(LOSS) INCOME FROM CONTINUING OPERATIONS BEFORE INCOME TAXES AND INTEREST IN EARNINGS OF ASSOCIATES	(38		)	178			(93		)	293			—			340
(Benefit from)/provision for income taxes	—			(36		)	(86		)	26			—			(96		)
(LOSS) INCOME FROM CONTINUING OPERATIONS BEFORE INTEREST IN EARNINGS OF ASSOCIATES	(38		)	214			(7		)	267			—			436
Interest in earnings of associates, net of tax	—			—			—			2			—			2
Equity account for subsidiaries	458			234			157			—			(849		)	—
NET INCOME	420			448			150			269			(849		)	438
Income attributable to noncontrolling interests	—			—			—			(18		)	—			(18		)
NET INCOME ATTRIBUTABLE TO WILLIS TOWERS WATSON	$	420		$	448		$	150		$	251		$	(849	)	$	420

Condensed Consolidated Statement of Comprehensive Income/(Loss)



	Year ended December 31, 2016
	Willis Towers Watson			The Other Guarantors			The Issuer			Other			Consolidating adjustments		Consolidated
Comprehensive (loss)/income before noncontrolling interests	$	(427	)	$	(380	)	$	(266	)	$	(550	)	$	1,194	$	(429	)
Less: Comprehensive loss attributable to noncontrolling interests	—			—			—			2			—		2
Comprehensive (loss)/income attributable to Willis Towers Watson	$	(427	)	$	(380	)	$	(266	)	$	(548	)	$	1,194	$	(427	)

Condensed Consolidated Statement of Operations



	Year ended December 31, 2015
	Willis Towers Watson			The Other Guarantors			The Issuer			Other			Consolidating adjustments			Consolidated
Revenues
Commissions and fees	$	—		$	—		$	11		$	3,798		$	—		$	3,809
Interest and other income	—			1			—			19			—			20
Total revenues	—			1			11			3,817			—			3,829
Costs of providing services
Salaries and benefits	1			—			77			2,225			—			2,303
Other operating expenses	8			100			1			609			—			718
Depreciation	—			6			16			73			—			95
Amortization	—			—			—			76			—			76
Restructuring costs	—			28			13			85			—			126
Transaction and integration expenses	4			14			—			66			—			84
Total costs of providing services	13			148			107			3,134			—			3,402
(Loss) Income from operations	(13		)	(147		)	(96		)	683			—			427
Income from Group undertakings	—			(225		)	(236		)	(110		)	571			—
Expenses due to Group undertakings	—			31			189			351			(571		)	—
Interest expense	43			39			42			18			—			142
Other expense/(income), net	10			(42		)	—			(23		)	—			(55		)
(LOSS) INCOME FROM CONTINUING OPERATIONS BEFORE INCOME TAXES AND INTEREST IN EARNINGS OF ASSOCIATES	(66		)	50			(91		)	447			—			340
(Benefit from)/provision for income taxes	—			(29		)	(17		)	13			—			(33		)
(LOSS) INCOME FROM CONTINUING OPERATIONS BEFORE INTEREST IN EARNINGS OF ASSOCIATES	(66		)	79			(74		)	434			—			373
Interest in earnings of associates, net of tax	—			9			—			2			—			11
Equity account for subsidiaries	439			347			106			—			(892		)	—
NET INCOME	373			435			32			436			(892		)	384
Income attributable to noncontrolling interests	—			—			—			(11		)	—			(11		)
NET INCOME ATTRIBUTABLE TO WILLIS TOWERS WATSON	$	373		$	435		$	32		$	425		$	(892	)	$	373

Condensed Consolidated Statement of Comprehensive Income/(Loss)



	Year ended December 31, 2015
	Willis Towers Watson		The Other Guarantors		The Issuer		Other			Consolidating adjustments			Consolidated
Comprehensive income/(loss) before noncontrolling interests	$	402	$	462	$	49	$	455		$	(965	)	$	403
Less: Comprehensive income attributable to noncontrolling interests	—		—		—		(1		)	—			(1		)
Comprehensive income/(loss) attributable to Willis Towers Watson	$	402	$	462	$	49	$	454		$	(965	)	$	402

Condensed Consolidated Statement of Operations



	Year ended December 31, 2014
	Willis Towers Watson			The Other Guarantors			The Issuer			Other			Consolidating adjustments			Consolidated
Revenues
Commissions and fees	$	—		$	—		$	8		$	3,759		$	—		$	3,767
Interest and other income	—			—			—			35			—			35
Total revenues	—			—			8			3,794			—			3,802
Costs of providing services
Salaries and benefits	1			—			81			2,232			—			2,314
Other operating expenses	16			95			38			510			—			659
Depreciation	—			4			17			71			—			92
Amortization	—			—			—			54			—			54
Restructuring costs	—			11			3			22			—			36
Total costs of providing services	17			110			139			2,889			—			3,155
(Loss) Income from operations	(17		)	(110		)	(131		)	905			—			647
Income from Group undertakings	—			(221		)	(313		)	(102		)	636			—
Expenses due to Group undertakings	—			33			179			424			(636		)	—
Interest expense	43			35			45			12			—			135
Other expense/(income), net	15			220			—			(11		)	(230		)	(6		)
(LOSS) INCOME FROM CONTINUING OPERATIONS BEFORE INCOME TAXES AND INTEREST IN EARNINGS OF ASSOCIATES	(75		)	(177		)	(42		)	582			230			518
(Benefit from)/provision for income taxes	—			(25		)	(24		)	208			—			159
(LOSS) INCOME FROM CONTINUING OPERATIONS BEFORE INTEREST IN EARNINGS OF ASSOCIATES	(75		)	(152		)	(18		)	374			230			359
Interest in earnings/(loss) of associates, net of tax	—			10			—			4			—			14
Equity account for subsidiaries	437			570			76			—			(1,083		)	—
NET INCOME	362			428			58			378			(853		)	373
Income attributable to noncontrolling interests	—			—			—			(11		)	—			(11		)
NET INCOME ATTRIBUTABLE TO WILLIS TOWERS WATSON	$	362		$	428		$	58		$	367		$	(853	)	$	362

Condensed Consolidated Statement of Comprehensive Income/(Loss)



	Year ended December 31, 2014
	Willis Towers Watson			The Other Guarantors		The Issuer			Other			Consolidating adjustments			Consolidated
Comprehensive (loss)/income before noncontrolling interests	$	(11	)	$	69	$	(110	)	$	49		$	(3	)	$	(6	)
Less: Comprehensive income attributable to noncontrolling interests	—			—		—			(5		)	—			(5		)
Comprehensive (loss)/income attributable to Willis Towers Watson	$	(11	)	$	69	$	(110	)	$	44		$	(3	)	$	(11	)

Condensed Consolidated Balance Sheet



	As of December 31, 2016
	Willis Towers Watson		The Other Guarantors		The Issuer		Other		Consolidating adjustments			Consolidated
ASSETS
Cash and cash equivalents	$	—	$	—	$	—	$	870	$	—		$	870
Fiduciary assets	—		—		—		10,505		—			10,505
Accounts receivable, net	—		—		7		2,073		—			2,080
Prepaid and other current assets	—		49		23		324		(59		)	337
Amounts due from group undertakings	7,229		1,706		1,190		2,370		(12,495		)	—
Total current assets	7,229		1,755		1,220		16,142		(12,554		)	13,792
Investments in subsidiaries	3,409		7,733		5,480		—		(16,622		)	—
Fixed assets, net	—		34		—		805		—			839
Goodwill	—		—		—		10,413		—			10,413
Other intangible assets, net	—		64		—		4,368		(64		)	4,368
Pension benefits assets	—		—		—		488		—			488
Other non-current assets	—		10		80		310		(47		)	353
Non-current amounts due from group undertakings	—		4,655		836		—		(5,491		)	—
Total non-current assets	3,409		12,496		6,396		16,384		(22,224		)	16,461
TOTAL ASSETS	$	10,638	$	14,251	$	7,616	$	32,526	$	(34,778	)	$	30,253
LIABILITIES AND EQUITY
Fiduciary liabilities	$	—	$	—	$	—	$	10,505	$	—		$	10,505
Deferred revenue and accrued expenses	—		15		27		1,488		(49		)	1,481
Short-term debt and current portion of long-term debt	—		22		394		92		—			508
Other current liabilities	77		94		23		684		(2		)	876
Amounts due to group undertakings	—		8,323		2,075		2,097		(12,495		)	—
Total current liabilities	77		8,454		2,519		14,866		(12,546		)	13,370
Long-term debt	496		2,506		186		169		—			3,357
Liability for pension benefits	—		—		—		1,321		—			1,321
Deferred tax liabilities	—		—		—		1,013		(149		)	864
Provision for liabilities	—		—		120		455		—			575
Other non-current liabilities	—		48		15		483		(14		)	532
Non-current amounts due to group undertakings	—		—		518		4,973		(5,491		)	—
Total non-current liabilities	496		2,554		839		8,414		(5,654		)	6,649
TOTAL LIABILITIES	573		11,008		3,358		23,280		(18,200		)	20,019
REDEEMABLE NONCONTROLLING INTEREST	—		—		—		51		—			51
EQUITY
Total Willis Towers Watson shareholders’ equity	10,065		3,243		4,258		9,077		(16,578		)	10,065
Noncontrolling interests	—		—		—		118		—			118
Total equity	10,065		3,243		4,258		9,195		(16,578		)	10,183
TOTAL LIABILITIES AND EQUITY	$	10,638	$	14,251	$	7,616	$	32,526	$	(34,778	)	$	30,253

Condensed 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

Condensed Consolidated Statement of Cash Flows



	Year ended December 31, 2016
	Willis Towers Watson			The Other Guarantors			The Issuer			Other			Consolidating adjustments			Consolidated
NET CASH (USED IN)/FROM OPERATING ACTIVITIES	$	(20	)	$	128		$	(83	)	$	1,101		$	(206	)	$	920
CASH FLOWS FROM/(USED IN) INVESTING ACTIVITIES
Additions to fixed assets and software for internal use	—			(79		)	(12		)	(221		)	94			(218		)
Capitalized software costs	—			—			—			(85		)	—			(85		)
Acquisitions of operations, net of cash acquired	—			—			—			476			—			476
Net (cash paid)/proceeds from sale of operations	—			—			—			(4		)	3			(1		)
Other, net	—			—			33			20			(30		)	23
Proceeds from intercompany investing activities	—			163			—			30			(193		)	—
Repayments of intercompany investing activities	(3,751		)	(4,114		)	—			(769		)	8,634			—
Reduction in investment in subsidiaries	4,600			3,600			—			—			(8,200		)	—
Additional investment in subsidiaries	—			(4,600		)	—			(3,600		)	8,200			—
Net cash from/(used in) investing activities	$	849		$	(5,030	)	$	21		$	(4,153	)	$	8,508		$	195
CASH FLOWS (USED IN)/FROM FINANCING ACTIVITIES
Net (payments)/borrowings on revolving credit facility	—			(237		)	—			—			—			(237		)
Senior notes issued	—			1,606			—			—			—			1,606
Proceeds from issuance of other debt	—			400			—			4			—			404
Debt issuance costs	—			(14		)	—			—			—			(14		)
Repayments of debt	(300		)	(1,037		)	—			(564		)	—			(1,901		)
Repurchase of shares	(396		)	—			—			—			—			(396		)
Proceeds from issuance of shares and excess tax benefit	63			—			—			—			—			63
Payments of deferred and contingent consideration related to acquisitions	—			—			—			(67		)	—			(67		)
Dividends paid	(199		)	—			(49		)	(90		)	139			(199		)
Acquisitions of and dividends paid to noncontrolling interests	—			—			—			(21		)	—			(21		)
Proceeds from intercompany financing activities	—			4,204			164			4,266			(8,634		)	—
Repayments of intercompany financing activities	—			(22		)	(53		)	(118		)	193			—
Net cash (used in)/from financing activities	$	(832	)	$	4,900		$	62		$	3,410		$	(8,302	)	$	(762	)
(DECREASE)/INCREASE IN CASH AND CASH EQUIVALENTS	(3		)	(2		)	—			358			—			353
Effect of exchange rate changes on cash and cash equivalents	—			—			—			(15		)	—			(15		)
CASH AND CASH EQUIVALENTS, BEGINNING OF PERIOD	3			2			—			527			—			532
CASH AND CASH EQUIVALENTS, END OF PERIOD	$	—		$	—		$	—		$	870		$	—		$	870

Condensed Consolidated Statement of Cash Flows



	Year ended December 31, 2015
	Willis Towers Watson			The Other Guarantors			The Issuer			Other			Consolidating adjustments			Consolidated
NET CASH (USED IN)/FROM OPERATING ACTIVITIES	$	(10	)	$	583		$	43		$	(223	)	$	(150	)	$	243
CASH FLOWS FROM/(USED IN) INVESTING ACTIVITIES
Additions to fixed assets and software for internal use	—			(10		)	(8		)	(128		)	—			(146		)
Acquisitions of operations, net of cash acquired	—			—			—			(857		)	—			(857		)
Proceeds from sale of operations, net of cash disposed	—			—			—			44			—			44
Other, net	—			—			—			16			—			16
Proceeds from intercompany investing activities	321			49			87			151			(608		)	—
Repayments of intercompany investing activities	(82		)	(746		)	—			(181		)	1,009			—
Additional investment in subsidiaries	—			(598		)	—			—			598			—
Net cash from/(used in) investing activities	$	239		$	(1,305	)	$	79		$	(955	)	$	999		$	(943	)
CASH FLOWS (USED IN)/FROM FINANCING ACTIVITIES
Net (payments)/borrowings on revolving credit facility	—			469			—			—			—			469
Debt issuance costs	—			(5		)	—			—			—			(5		)
Repayments of debt	—			(16		)	(149		)	(1		)	—			(166		)
Proceeds from issue of other debt	—			592			—			—			—			592
Repurchase of shares	(82		)	—			—			—			—			(82		)
Proceeds from issuance of shares and excess tax benefit	124			—			—			605			(598		)	131
Dividends paid	(277		)	—			—			(150		)	150			(277		)
Acquisitions of and dividends paid to noncontrolling interests	—			—			—			(21		)	—			(21		)
Proceeds from intercompany financing activities	—			154			27			828			(1,009		)	—
Repayments of intercompany financing activities	—			(472		)	—			(136		)	608			—
Net cash (used in)/from financing activities	$	(235	)	$	722		$	(122	)	$	1,125		$	(849	)	$	641
DECREASE IN CASH AND CASH EQUIVALENTS	(6		)	—			—			(53		)	—			(59		)
Effect of exchange rate changes on cash and cash equivalents	—			—			—			(44		)	—			(44		)
CASH AND CASH EQUIVALENTS, BEGINNING OF PERIOD	9			2			—			624			—			635
CASH AND CASH EQUIVALENTS, END OF PERIOD	$	3		$	2		$	—		$	527		$	—		$	532

Condensed Consolidated Statement of Cash Flows



	Year ended December 31, 2014
	Willis Towers Watson			The Other Guarantors			The Issuer			Other			Consolidating adjustments			Consolidated
NET CASH (USED IN)/FROM OPERATING ACTIVITIES	$	(35	)	$	387		$	265		$	212		$	(352	)	$	477
CASH FLOWS FROM/(USED IN) INVESTING ACTIVITIES
Additions to fixed assets and software for internal use	—			(9		)	(10		)	(95		)	1			(113		)
Acquisitions of operations, net of cash acquired	—			—			—			(245		)	—			(245		)
Other, net	—			—			1			(4		)	(1		)	(4		)
Proceeds from intercompany investing activities	361			—			120			435			(916		)	—
Repayments of intercompany investing activities	—			(53		)	(131		)	(46		)	230			—
Proceeds from sale of operations net of cash disposed	—			—			—			86			—			86
Additional investment in subsidiaries	(31		)	—			—			—			31			—
Net cash from/(used in) investing activities	$	330		$	(62	)	$	(20	)	$	131		$	(655	)	$	(276	)
CASH FLOWS (USED IN)/FROM FINANCING ACTIVITIES
Net (payments on)/draw down of revolving credit facility	—			—			—			—			—			—
Debt issuance costs	—			—			—			(3		)	—			(3		)
Repayments of debt	—			(15		)	—			—			—			(15		)
Proceeds from issue of other debt	—			—			—			—			—			—
Repurchase of shares	(213		)	—			—			—			—			(213		)
Proceeds from issuance of shares and excess tax benefit	134			—			—			36			(31		)	139
Dividends paid	(210		)	—			—			(352		)	352			(210		)
Acquisitions of and dividends paid to noncontrolling interests	—			(4		)	—			(17		)	—			(21		)
Proceeds from intercompany financing activities	—			46			4			180			(230		)	—
Repayments of intercompany financing activities	—			(353		)	(249		)	(314		)	916			—
Net cash (used in)/from financing activities	$	(289	)	$	(326	)	$	(245	)	$	(470	)	$	1,007		$	(323	)
INCREASE/(DECREASE) IN CASH AND CASH EQUIVALENTS	6			(1		)	—			(127		)	—			(122		)
Effect of exchange rate changes on cash and cash equivalents	—			—			—			(39		)	—			(39		)
CASH AND CASH EQUIVALENTS, BEGINNING OF PERIOD	3			3			—			790			—			796
CASH AND CASH EQUIVALENTS, END OF PERIOD	$	9		$	2		$	—		$	624		$	—		$	635

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 of Willis Towers Watson and the Guarantors.

Condensed Consolidated Statement of Operations



	Year ended December 31, 2016
	Willis Towers Watson — the Parent Issuer			The Guarantors			Other			Consolidating adjustments			Consolidated
Revenues
Commissions and fees	$	—		$	19		$	7,759		$	—		$	7,778
Interest and other income	—			2			107			—			109
Total revenues	—			21			7,866			—			7,887
Costs of providing services
Salaries and benefits	2			16			4,628			—			4,646
Other operating expenses	3			200			1,348			—			1,551
Depreciation	—			19			159			—			178
Amortization	—			—			591			—			591
Restructuring costs	—			68			125			—			193
Transaction and integration expenses	1			42			134			—			177
Total costs of providing services	6			345			6,985			—			7,336
(Loss) Income from operations	(6		)	(324		)	881			—			551
Income from Group undertakings	(3		)	(672		)	(136		)	811			—
Expenses due to Group undertakings	3			137			671			(811		)	—
Interest expense	32			128			24			—			184
Other (income)/expense, net	—			(2		)	29			—			27
(LOSS) INCOME FROM CONTINUING OPERATIONS BEFORE INCOME TAXES AND INTEREST IN EARNINGS OF ASSOCIATES	(38		)	85			293			—			340
(Benefit from)/provision for income taxes	—			(122		)	26			—			(96		)
(LOSS) INCOME FROM CONTINUING OPERATIONS BEFORE INTEREST IN EARNINGS OF ASSOCIATES	(38		)	207			267			—			436
Interest in earnings of associates, net of tax	—			—			2			—			2
Equity account for subsidiaries	458			241			—			(699		)	—
NET INCOME	420			448			269			(699		)	438
Income attributable to noncontrolling interests	—			—			(18		)	—			(18		)
NET INCOME ATTRIBUTABLE TO WILLIS TOWERS WATSON	$	420		$	448		$	251		$	(699	)	$	420

Condensed Consolidated Statement of Comprehensive Income/(Loss)



	Year ended December 31, 2016
	Willis Towers Watson — the Parent Issuer			The Guarantors			Other			Consolidating adjustments		Consolidated
Comprehensive (loss)/income before noncontrolling interests	$	(427	)	$	(380	)	$	(550	)	$	928	$	(429	)
Less: Comprehensive loss attributable to noncontrolling interests	—			—			2			—		2
Comprehensive (loss)/income attributable to Willis Towers Watson	$	(427	)	$	(380	)	$	(548	)	$	928	$	(427	)

Condensed Consolidated Statement of Operations



	Year ended December 31, 2015
	Willis Towers Watson — the Parent Issuer			The Guarantors			Other			Consolidating adjustments			Consolidated
Revenues
Commissions and fees	$	—		$	11		$	3,798		$	—		$	3,809
Interest and other income	—			1			19			—			20
Total revenues	—			12			3,817			—			3,829
Costs of providing services
Salaries and benefits	1			77			2,225			—			2,303
Other operating expenses	8			101			609			—			718
Depreciation	—			22			73			—			95
Amortization	—			—			76			—			76
Restructuring costs	—			41			85			—			126
Transaction and integration expenses	4			14			66			—			84
Total costs of providing services	13			255			3,134			—			3,402
(Loss) Income from operations	(13		)	(243		)	683			—			427
Income from Group undertakings	—			(350		)	(110		)	460			—
Expenses due to Group undertakings	—			109			351			(460		)	—
Interest expense	43			81			18			—			142
Other expense/(income), net	10			(42		)	(23		)	—			(55		)
(LOSS) INCOME FROM CONTINUING OPERATIONS BEFORE INCOME TAXES AND INTEREST IN EARNINGS OF ASSOCIATES	(66		)	(41		)	447			—			340
(Benefit from)/provision for income taxes	—			(46		)	13			—			(33		)
(LOSS) INCOME FROM CONTINUING OPERATIONS BEFORE INTEREST IN EARNINGS OF ASSOCIATES	(66		)	5			434			—			373
Interest in earnings of associates, net of tax	—			9			2			—			11
Equity account for subsidiaries	439			421			—			(860		)	—
NET INCOME	373			435			436			(860		)	384
Income attributable to noncontrolling interests	—			—			(11		)	—			(11		)
NET INCOME ATTRIBUTABLE TO WILLIS TOWERS WATSON	$	373		$	435		$	425		$	(860	)	$	373

Condensed Consolidated Statement of Comprehensive Income/(Loss)



	Year ended December 31, 2015
	Willis Towers Watson — the Parent Issuer		The Guarantors		Other			Consolidating adjustments			Consolidated
Comprehensive income/(loss) before noncontrolling interests	$	402	$	462	$	455		$	(916	)	$	403
Less: Comprehensive income attributable to noncontrolling interests	—		—		(1		)	—			(1		)
Comprehensive income/(loss) attributable to Willis Towers Watson	$	402	$	462	$	454		$	(916	)	$	402

Condensed Consolidated Statement of Operations



	Year ended December 31, 2014
	Willis Towers Watson — the Parent Issuer			The Guarantors			Other			Consolidating adjustments			Consolidated
Revenues
Commissions and fees	$	—		$	8		$	3,759		$	—		$	3,767
Interest and other income	—			—			35			—			35
Total revenues	—			8			3,794			—			3,802
Costs of providing services
Salaries and benefits	1			81			2,232			—			2,314
Other operating expenses	16			133			510			—			659
Depreciation	—			21			71			—			92
Amortization	—			—			54			—			54
Restructuring costs	—			14			22			—			36
Total costs of providing services	17			249			2,889			—			3,155
(Loss) Income from operations	(17		)	(241		)	905			—			647
Income from Group undertakings	—			(424		)	(102		)	526			—
Expenses due to Group undertakings	—			102			424			(526		)	—
Interest expense	43			80			12			—			135
Other expense/(income), net	15			220			(11		)	(230		)	(6		)
(LOSS) INCOME FROM CONTINUING OPERATIONS BEFORE INCOME TAXES AND INTEREST IN EARNINGS OF ASSOCIATES	(75		)	(219		)	582			230			518
(Benefit from)/provision for income taxes	—			(49		)	208			—			159
(LOSS) INCOME FROM CONTINUING OPERATIONS BEFORE INTEREST IN EARNINGS OF ASSOCIATES	(75		)	(170		)	374			230			359
Interest in earnings of associates, net of tax	—			10			4			—			14
Equity account for subsidiaries	437			588			—			(1,025		)	—
NET INCOME	362			428			378			(795		)	373
Income attributable to noncontrolling interests	—			—			(11		)	—			(11		)
NET INCOME ATTRIBUTABLE TO WILLIS TOWERS WATSON	$	362		$	428		$	367		$	(795	)	$	362

Condensed Consolidated Statement of Comprehensive Income/(Loss)



	Year ended December 31, 2014
	Willis Towers Watson — the Parent Issuer			The Guarantors		Other			Consolidating adjustments			Consolidated
Comprehensive (loss)/income before noncontrolling interests	$	(11	)	$	69	$	49		$	(113	)	$	(6	)
Less: Comprehensive income attributable to noncontrolling interests	—			—		(5		)	—			(5		)
Comprehensive (loss)/income attributable to Willis Towers Watson	$	(11	)	$	69	$	44		$	(113	)	$	(11	)

Condensed Consolidated Balance Sheet



	As of December 31, 2016
	Willis Towers Watson — the Parent Issuer		The Guarantors		Other		Consolidating adjustments			Consolidated
ASSETS
Cash and cash equivalents	$	—	$	—	$	870	$	—		$	870
Fiduciary assets	—		—		10,505		—			10,505
Accounts receivable, net	—		7		2,073		—			2,080
Prepaid and other current assets	—		72		324		(59		)	337
Amounts due from group undertakings	7,229		1,648		2,370		(11,247		)	—
Total current assets	7,229		1,727		16,142		(11,306		)	13,792
Investments in subsidiaries	3,409		8,955		—		(12,364		)	—
Fixed assets, net	—		34		805		—			839
Goodwill	—		—		10,413		—			10,413
Other intangible assets, net	—		64		4,368		(64		)	4,368
Pension benefits assets	—		—		488		—			488
Other non-current assets	—		90		310		(47		)	353
Non-current amounts due from group undertakings	—		4,973		—		(4,973		)	—
Total non-current assets	3,409		14,116		16,384		(17,448		)	16,461
TOTAL ASSETS	$	10,638	$	15,843	$	32,526	$	(28,754	)	$	30,253
LIABILITIES AND EQUITY
Fiduciary liabilities	$	—	$	—	$	10,505	$	—		$	10,505
Deferred revenue and accrued expenses	—		42		1,488		(49		)	1,481
Short-term debt and current portion of long-term debt	—		416		92		—			508
Other current liabilities	77		117		684		(2		)	876
Amounts due to group undertakings	—		9,150		2,097		(11,247		)	—
Total current liabilities	77		9,725		14,866		(11,298		)	13,370
Long-term debt	496		2,692		169		—			3,357
Liability for pension benefits	—		—		1,321		—			1,321
Deferred tax liabilities	—		—		1,013		(149		)	864
Provision for liabilities	—		120		455		—			575
Other non-current liabilities	—		63		483		(14		)	532
Non-current amounts due to group undertakings	—		—		4,973		(4,973		)	—
Total non-current liabilities	496		2,875		8,414		(5,136		)	6,649
TOTAL LIABILITIES	573		12,600		23,280		(16,434		)	20,019
REDEEMABLE NONCONTROLLING INTEREST	—		—		51		—			51
EQUITY
Total Willis Towers Watson shareholders’ equity	10,065		3,243		9,077		(12,320		)	10,065
Noncontrolling interests	—		—		118		—			118
Total equity	10,065		3,243		9,195		(12,320		)	10,183
TOTAL LIABILITIES AND EQUITY	$	10,638	$	15,843	$	32,526	$	(28,754	)	$	30,253

Condensed 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

Condensed Consolidated Statement of Cash Flows



	Year ended December 31, 2016
	Willis Towers Watson — the Parent Issuer			The Guarantors			Other			Consolidating adjustments			Consolidated
NET CASH (USED IN)/FROM OPERATING ACTIVITIES	$	(20	)	$	(4	)	$	1,101		$	(157	)	$	920
CASH FLOWS FROM/(USED IN) INVESTING ACTIVITIES
Additions to fixed assets and software for internal use	—			(91		)	(221		)	94			(218		)
Capitalized software costs	—			—			(85		)	—			(85		)
Acquisitions of operations, net of cash acquired	—			—			476			—			476
Net (cash paid)/proceeds from sale of operations	—			—			(4		)	3			(1		)
Other, net	—			33			20			(30		)	23
Proceeds from intercompany investing activities	—			118			30			(148		)	—
Repayments of intercompany investing activities	(3,751		)	(4,114		)	(769		)	8,634			—
Reduction in investment in subsidiaries	4,600			3,600			—			(8,200		)	—
Additional investment in subsidiaries	—			(4,600		)	(3,600		)	8,200			—
Net cash from/(used in) investing activities	$	849		$	(5,054	)	$	(4,153	)	$	8,553		$	195
CASH FLOWS (USED IN)/FROM FINANCING ACTIVITIES
Net (payments)/borrowings on revolving credit facility	—			(237		)	—			—			(237		)
Senior notes issued	—			1,606			—			—			1,606
Proceeds from issuance of other debt	—			400			4			—			404
Debt issuance costs	—			(14		)	—			—			(14		)
Repayments of debt	(300		)	(1,037		)	(564		)	—			(1,901		)
Repurchase of shares	(396		)	—			—			—			(396		)
Proceeds from issuance of shares and excess tax benefit	63			—			—			—			63
Payments of deferred and contingent consideration related to acquisitions	—			—			(67		)	—			(67		)
Dividends paid	(199		)	—			(90		)	90			(199		)
Acquisitions of and dividends paid to noncontrolling interests	—			—			(21		)	—			(21		)
Proceeds from intercompany financing activities	—			4,368			4,266			(8,634		)	—
Repayments of intercompany financing activities	—			(30		)	(118		)	148			—
Net cash (used in)/from financing activities	$	(832	)	$	5,056		$	3,410		$	(8,396	)	$	(762	)
(DECREASE)/INCREASE IN CASH AND CASH EQUIVALENTS	(3		)	(2		)	358			—			353
Effect of exchange rate changes on cash and cash equivalents	—			—			(15		)	—			(15		)
CASH AND CASH EQUIVALENTS, BEGINNING OF PERIOD	3			2			527			—			532
CASH AND CASH EQUIVALENTS, END OF PERIOD	$	—		$	—		$	870		$	—		$	870

Condensed Consolidated Statement of Cash Flows



	Year ended December 31, 2015
	Willis Towers Watson — the Parent Issuer			The Guarantors			Other			Consolidating adjustments			Consolidated
NET CASH (USED IN)/FROM OPERATING ACTIVITIES	$	(10	)	$	626		$	(223	)	$	(150	)	$	243
CASH FLOWS FROM/(USED IN) INVESTING ACTIVITIES
Additions to fixed assets and software for internal use	—			(18		)	(128		)	—			(146		)
Acquisitions of operations, net of cash acquired	—			—			(857		)	—			(857		)
Proceeds from sale of operations, net of cash disposed	—			—			44			—			44
Other, net	—			—			16			—			16
Proceeds from intercompany investing activities	321			136			151			(608		)	—
Repayments of intercompany investing activities	(82		)	(746		)	(181		)	1,009			—
Additional investment in subsidiaries	—			(598		)	—			598			—
Net cash from/(used in) investing activities	$	239		$	(1,226	)	$	(955	)	$	999		$	(943	)
CASH FLOWS (USED IN)/FROM FINANCING ACTIVITIES
Net (payments)/borrowings on revolving credit facility	—			469			—			—			469
Debt issuance costs	—			(5		)	—			—			(5		)
Repayments of debt	—			(165		)	(1		)	—			(166		)
Proceeds from issue of other debt	—			592			—			—			592
Repurchase of shares	(82		)	—			—			—			(82		)
Proceeds from issuance of shares and excess tax benefit	124			—			605			(598		)	131
Dividends paid	(277		)	—			(150		)	150			(277		)
Acquisitions of and dividends paid to noncontrolling interests	—			—			(21		)	—			(21		)
Proceeds from intercompany financing activities	—			181			828			(1,009		)	—
Repayments of intercompany financing activities	—			(472		)	(136		)	608			—
Net cash (used in)/from financing activities	$	(235	)	$	600		$	1,125		$	(849	)	$	641
DECREASE IN CASH AND CASH EQUIVALENTS	(6		)	—			(53		)	—			(59		)
Effect of exchange rate changes on cash and cash equivalents	—			—			(44		)	—			(44		)
CASH AND CASH EQUIVALENTS, BEGINNING OF PERIOD	9			2			624			—			635
CASH AND CASH EQUIVALENTS, END OF PERIOD	$	3		$	2		$	527		$	—		$	532

Condensed Consolidated Statement of Cash Flows



	Year ended December 31, 2014
	Willis Towers Watson — the Parent Issuer			The Guarantors			Other			Consolidating adjustments			Consolidated
NET CASH (USED IN)/FROM OPERATING ACTIVITIES	$	(35	)	$	652		$	212		$	(352	)	$	477
CASH FLOWS FROM/(USED IN) INVESTING ACTIVITIES
Additions to fixed assets and software for internal use	—			(19		)	(95		)	1			(113		)
Acquisitions of operations, net of cash acquired	—			—			(245		)	—			(245		)
Proceeds from sale of operations, net of cash disposed	—			—			86			—			86
Other, net	—			1			(4		)	(1		)	(4		)
Proceeds from intercompany investing activities	361			120			435			(916		)	—
Repayments of intercompany investing activities	—			(180		)	(46		)	226			—
Additional investment in subsidiaries	(31		)	—			—			31			—
Net cash from/(used in) investing activities	$	330		$	(78	)	$	131		$	(659	)	$	(276	)
CASH FLOWS (USED IN)/FROM FINANCING ACTIVITIES
Debt issuance costs	—			—			(3		)	—			(3		)
Repayments of debt	—			(15		)	—			—			(15		)
Repurchase of shares	(213		)	—			—			—			(213		)
Proceeds from issuance of shares and excess tax benefit	134			—			36			(31		)	139
Dividends paid	(210		)	—			(352		)	352			(210		)
Acquisitions of and dividends paid to noncontrolling interests	—			(4		)	(17		)	—			(21		)
Proceeds from intercompany financing activities	—			46			180			(226		)	—
Repayments of intercompany financing activities	—			(602		)	(314		)	916			—
Net cash (used in)/from financing activities	$	(289	)	$	(575	)	$	(470	)	$	1,011		$	(323	)
INCREASE/(DECREASE) IN CASH AND CASH EQUIVALENTS	6			(1		)	(127		)	—			(122		)
Effect of exchange rate changes on cash and cash equivalents	—			—			(39		)	—			(39		)
CASH AND CASH EQUIVALENTS, BEGINNING OF PERIOD	3			3			790			—			796
CASH AND CASH EQUIVALENTS, END OF PERIOD	$	9		$	2		$	624		$	—		$	635

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

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, Willis Group Limited, Willis North America Inc., Willis Towers Watson Sub Holdings Unlimited Company and WTW Bermuda Holdings Ltd., collectively the ‘Other Guarantors’, and with Willis Towers Watson, the ‘Guarantor Companies’.

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, 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 of Willis Towers Watson, the Other Guarantors and the Issuer.

Condensed Consolidated Statement of Operations



	Year ended December 31, 2016
	Willis Towers Watson			The Other Guarantors			The Issuer			Other			Consolidating adjustments			Consolidated
Revenues
Commissions and fees	$	—		$	19		$	—		$	7,759		$	—		$	7,778
Interest and other income	—			2			—			107			—			109
Total revenues	—			21			—			7,866			—			7,887
Costs of providing services
Salaries and benefits	2			16			—			4,628			—			4,646
Other operating expenses	3			200			—			1,348			—			1,551
Depreciation	—			19			—			159			—			178
Amortization	—			—			—			591			—			591
Restructuring costs	—			68			—			125			—			193
Transaction and integration expenses	1			42			—			134			—			177
Total costs of providing services	6			345			—			6,985			—			7,336
(Loss) Income from operations	(6		)	(324		)	—			881			—			551
Income from Group undertakings	(3		)	(657		)	(132		)	(136		)	928			—
Expenses due to Group undertakings	3			228			26			671			(928		)	—
Interest expense	32			38			90			24			—			184
Other (income)/expense, net	—			(2		)	—			29			—			27
(LOSS) INCOME FROM CONTINUING OPERATIONS BEFORE INCOME TAXES AND INTEREST IN EARNINGS OF ASSOCIATES	(38		)	69			16			293			—			340
(Benefit from)/provision for income taxes	—			(125		)	3			26			—			(96		)
(LOSS) INCOME FROM CONTINUING OPERATIONS BEFORE INTEREST IN EARNINGS OF ASSOCIATES	(38		)	194			13			267			—			436
Interest in earnings of associates, net of tax	—			—			—			2			—			2
Equity account for subsidiaries	458			254			151			—			(863		)	—
NET INCOME	420			448			164			269			(863		)	438
Income attributable to noncontrolling interests	—			—			—			(18		)	—			(18		)
NET INCOME (LOSS) ATTRIBUTABLE TO WILLIS TOWERS WATSON	$	420		$	448		$	164		$	251		$	(863	)	$	420

Condensed Consolidated Statement of Comprehensive Income/(Loss)



	Year ended December 31, 2016
	Willis Towers Watson			The Other Guarantors			The Issuer			Other			Consolidating adjustments		Consolidated
Comprehensive (loss)/income before noncontrolling interests	$	(427	)	$	(379	)	$	(656	)	$	(550	)	$	1,583	$	(429	)
Less: Comprehensive loss attributable to noncontrolling interests	—			—			—			2			—		2
Comprehensive (loss)/income attributable to Willis Towers Watson	$	(427	)	$	(379	)	$	(656	)	$	(548	)	$	1,583	$	(427	)

Condensed Consolidated Statement of Operations



	Year ended December 31, 2015
	Willis Towers Watson			The Other Guarantors			The Issuer			Other			Consolidating adjustments			Consolidated
Revenues
Commissions and fees	$	—		$	11		$	—		$	3,798		$	—		$	3,809
Interest and other income	—			1			—			19			—			20
Total revenues	—			12			—			3,817			—			3,829
Costs of providing services
Salaries and benefits	1			77			—			2,225			—			2,303
Other operating expenses	8			101			—			609			—			718
Depreciation	—			22			—			73			—			95
Amortization	—			—			—			76			—			76
Restructuring costs	—			41			—			85			—			126
Transaction and integration expenses	4			14			—			66			—			84
Total costs of providing services	13			255			—			3,134			—			3,402
(Loss) Income from operations	(13		)	(243		)	—			683			—			427
Income from Group undertakings	—			(374		)	(93		)	(110		)	577			—
Expenses due to Group undertakings	—			200			26			351			(577		)	—
Interest expense	43			41			40			18			—			142
Other expense/(income), net	10			(42		)	—			(23		)	—			(55		)
(LOSS) INCOME FROM CONTINUING OPERATIONS BEFORE INCOME TAXES AND INTEREST IN EARNINGS OF ASSOCIATES	(66		)	(68		)	27			447			—			340
(Benefit from)/provision for income taxes	—			(51		)	5			13			—			(33		)
(LOSS) INCOME FROM CONTINUING OPERATIONS BEFORE INTEREST IN EARNINGS OF ASSOCIATES	(66		)	(17		)	22			434			—			373
Interest in earnings of associates, net of tax	—			9			—			2			—			11
Equity account for subsidiaries	439			443			337			—			(1,219		)	—
NET INCOME	373			435			359			436			(1,219		)	384
Income attributable to noncontrolling interests	—			—			—			(11		)	—			(11		)
NET INCOME ATTRIBUTABLE TO WILLIS TOWERS WATSON	$	373		$	435		$	359		$	425		$	(1,219	)	$	373

Condensed Consolidated Statement of Comprehensive Income/(Loss)



	Year ended December 31, 2015
	Willis Towers Watson		The Other Guarantors		The Issuer		Other			Consolidating adjustments			Consolidated
Comprehensive income/(loss) before noncontrolling interests	$	402	$	462	$	400	$	455		$	(1,316	)	$	403
Less: Comprehensive income attributable to noncontrolling interests	—		—		—		(1		)	—			(1		)
Comprehensive income/(loss) attributable to Willis Towers Watson	$	402	$	462	$	400	$	454		$	(1,316	)	$	402

Condensed Consolidated Statement of Operations



	Year ended December 31, 2014
	Willis Towers Watson			The Other Guarantors			The Issuer			Other			Consolidating adjustments			Consolidated
Revenues
Commissions and fees	$	—		$	8		$	—		$	3,759		$	—		$	3,767
Interest and other income	—			—			—			35			—			35
Total revenues	—			8			—			3,794			—			3,802
Costs of providing services
Salaries and benefits	1			81			—			2,232			—			2,314
Other operating expenses	16			133			—			510			—			659
Depreciation	—			21			—			71			—			92
Amortization	—			—			—			54			—			54
Restructuring costs	—			14			—			22			—			36
Total costs of providing services	17			249			—			2,889			—			3,155
(Loss) Income from operations	(17		)	(241		)	—			905			—			647
Income from Group undertakings	—			(450		)	(91		)	(102		)	643			—
Expenses due to Group undertakings	—			190			29			424			(643		)	—
Interest expense	43			44			36			12			—			135
Other expense/(income), net	15			220			—			(11		)	(230		)	(6		)
(LOSS) INCOME FROM CONTINUING OPERATIONS BEFORE INCOME TAXES AND INTEREST IN EARNINGS OF ASSOCIATES	(75		)	(245		)	26			582			230			518
(Benefit from)/provision for income taxes	—			(54		)	5			208			—			159
(LOSS) INCOME FROM CONTINUING OPERATIONS BEFORE INTEREST IN EARNINGS OF ASSOCIATES	(75		)	(191		)	21			374			230			359
Interest in earnings of associates, net of tax	—			10			—			4			—			14
Equity account for subsidiaries	437			609			314			—			(1,360		)	—
NET INCOME	362			428			335			378			(1,130		)	373
Income attributable to noncontrolling interests	—			—			—			(11		)	—			(11		)
NET INCOME ATTRIBUTABLE TO WILLIS TOWERS WATSON	$	362		$	428		$	335		$	367		$	(1,130	)	$	362

Condensed Consolidated Statement of Comprehensive Income/(Loss)



	Year ended December 31, 2014
	Willis Towers Watson			The Other Guarantors		The Issuer			Other			Consolidating adjustments			Consolidated
Comprehensive (loss)/income before noncontrolling interests	$	(11	)	$	69	$	(5	)	$	49		$	(108	)	$	(6	)
Less: Comprehensive income attributable to noncontrolling interests	—			—		—			(5		)	—			(5		)
Comprehensive (loss)/income attributable to Willis Towers Watson	$	(11	)	$	69	$	(5	)	$	44		$	(108	)	$	(11	)

Condensed Consolidated Balance Sheet



	As of December 31, 2016
	Willis Towers Watson		The Other Guarantors		The Issuer		Other		Consolidating adjustments			Consolidated
ASSETS
Cash and cash equivalents	$	—	$	—	$	—	$	870	$	—		$	870
Fiduciary assets	—		—		—		10,505		—			10,505
Accounts receivable, net	—		7		—		2,073		—			2,080
Prepaid and other current assets	—		74		1		324		(62		)	337
Amounts due from group undertakings	7,229		849		1,595		2,370		(12,043		)	—
Total current assets	7,229		930		1,596		16,142		(12,105		)	13,792
Investments in subsidiaries	3,409		8,621		7,309		—		(19,339		)	—
Fixed assets, net	—		34		—		805		—			839
Goodwill	—		—		—		10,413		—			10,413
Other intangible assets, net	—		64		—		4,368		(64		)	4,368
Pension benefits assets	—		—		—		488		—			488
Other non-current assets	—		90		—		310		(47		)	353
Non-current amounts due from group undertakings	—		4,859		1,055		—		(5,914		)	—
Total non-current assets	3,409		13,668		8,364		16,384		(25,364		)	16,461
TOTAL ASSETS	$	10,638	$	14,598	$	9,960	$	32,526	$	(37,469	)	$	30,253
LIABILITIES AND EQUITY
Fiduciary liabilities	$	—	$	—	$	—	$	10,505	$	—		$	10,505
Deferred revenue and accrued expenses	—		41		1		1,488		(49		)	1,481
Short-term debt and current portion of long-term debt	—		394		22		92		—			508
Other current liabilities	77		87		33		684		(5		)	876
Amounts due to group undertakings	—		9,946		—		2,097		(12,043		)	—
Total current liabilities	77		10,468		56		14,866		(12,097		)	13,370
Long-term debt	496		186		2,506		169		—			3,357
Liability for pension benefits	—		—		—		1,321		—			1,321
Deferred tax liabilities	—		—		—		1,013		(149		)	864
Provision for liabilities	—		120		—		455		—			575
Other non-current liabilities	—		63		—		483		(14		)	532
Non-current amounts due to group undertakings	—		518		423		4,973		(5,914		)	—
Total non-current liabilities	496		887		2,929		8,414		(6,077		)	6,649
TOTAL LIABILITIES	573		11,355		2,985		23,280		(18,174		)	20,019
REDEEMABLE NONCONTROLLING INTEREST	—		—		—		51		—			51
EQUITY
Total Willis Towers Watson shareholders’ equity	10,065		3,243		6,975		9,077		(19,295		)	10,065
Noncontrolling interests	—		—		—		118		—			118
Total equity	10,065		3,243		6,975		9,195		(19,295		)	10,183
TOTAL LIABILITIES AND EQUITY	$	10,638	$	14,598	$	9,960	$	32,526	$	(37,469	)	$	30,253

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

Condensed Consolidated Statement of Cash Flows



	Year ended December 31, 2016
	Willis Towers Watson			The Other Guarantors			The Issuer			Other			Consolidating adjustments			Consolidated
NET CASH (USED IN)/FROM OPERATING ACTIVITIES	$	(20	)	$	308		$	152		$	1,101		$	(621	)	$	920
CASH FLOWS FROM/(USED IN) INVESTING ACTIVITIES
Additions to fixed assets and software for internal use	—			(91		)	—			(221		)	94			(218		)
Capitalized software costs	—			—			—			(85		)	—			(85		)
Acquisitions of operations, net of cash acquired	—			—			—			476			—			476
Net (cash paid)/proceeds from sale of operations	—			—			—			(4		)	3			(1		)
Other, net	—			33			—			20			(30		)	23
Proceeds from intercompany investing activities	—			108			55			30			(193		)	—
Repayments of intercompany investing activities	(3,751		)	(3,513		)	(602		)	(769		)	8,635			—
Reduction in investment in subsidiaries	4,600			3,600			—			—			(8,200		)	—
Additional investment in subsidiaries	—			(4,600		)	—			(3,600		)	8,200			—
Net cash from/(used in) investing activities	$	849		$	(4,463	)	$	(547	)	$	(4,153	)	$	8,509		$	195
CASH FLOWS (USED IN)/FROM FINANCING ACTIVITIES
Net (payments)/borrowings on revolving credit facility	—			—			(237		)	—			—			(237		)
Senior notes issued	—			—			1,606			—			—			1,606
Proceeds from issuance of other debt	—			—			400			4			—			404
Debt issuance costs	—			—			(14		)	—			—			(14		)
Repayments of debt	(300		)	—			(1,037		)	(564		)	—			(1,901		)
Repurchase of shares	(396		)	—			—			—			—			(396		)
Proceeds from issuance of shares and excess tax benefit	63			—			—			—			—			63
Payments of deferred and contingent consideration related to acquisitions	—			—			—			(67		)	—			(67		)
Dividends paid	(199		)	(162		)	(302		)	(90		)	554			(199		)
Acquisitions of and dividends paid to noncontrolling interests	—			—			—			(21		)	—			(21		)
Proceeds from intercompany financing activities	—			4,368			1			4,266			(8,635		)	—
Repayments of intercompany financing activities	—			(53		)	(22		)	(118		)	193			—
Net cash (used in)/from financing activities	$	(832	)	$	4,153		$	395		$	3,410		$	(7,888	)	$	(762	)
(DECREASE)/INCREASE IN CASH AND CASH EQUIVALENTS	(3		)	(2		)	—			358			—			353
Effect of exchange rate changes on cash and cash equivalents	—			—			—			(15		)	—			(15		)
CASH AND CASH EQUIVALENTS, BEGINNING OF PERIOD	3			2			—			527			—			532
CASH AND CASH EQUIVALENTS, END OF PERIOD	$	—		$	—		$	—		$	870		$	—		$	870

Condensed Consolidated Statement of Cash Flows



	Year ended December 31, 2015
	Willis Towers Watson			The Other Guarantors			The Issuer			Other			Consolidating adjustments			Consolidated
NET CASH (USED IN)/FROM OPERATING ACTIVITIES	$	(10	)	$	593		$	33		$	(223	)	$	(150	)	$	243
CASH FLOWS FROM/(USED IN) INVESTING ACTIVITIES
Additions to fixed assets and software for internal use	—			(18		)	—			(128		)	—			(146		)
Acquisitions of operations, net of cash acquired	—			—			—			(857		)	—			(857		)
Proceeds from sale of operations, net of cash disposed	—			—			—			44			—			44
Other, net	—			—			—			16			—			16
Proceeds from intercompany investing activities	321			136			—			151			(608		)	—
Repayments of intercompany investing activities	(82		)	—			(746		)	(181		)	1,009			—
Additional investment in subsidiaries	—			(420		)	(178		)	—			598			—
Net cash from/(used in) investing activities	$	239		$	(302	)	$	(924	)	$	(955	)	$	999		$	(943	)
CASH FLOWS (USED IN)/FROM FINANCING ACTIVITIES
Net (payments on)/draw down of revolving credit facility	—			—			469			—			—			469
Debt issuance costs	—			—			(5		)	—			—			(5		)
Repayments of debt	—			(149		)	(16		)	(1		)	—			(166		)
Proceeds from issue of other debt	—			—			592			—			—			592
Repurchase of shares	(82		)	—			—			—			—			(82		)
Proceeds from issuance of shares and excess tax benefit	124			—			—			605			(598		)	131
Dividends paid	(277		)	—			—			(150		)	150			(277		)
Acquisitions of and dividends paid to noncontrolling interests	—			—			—			(21		)	—			(21		)
Proceeds from intercompany financing activities	—			181			—			828			(1,009		)	—
Repayments of intercompany financing activities	—			(323		)	(149		)	(136		)	608			—
Net cash (used in)/from financing activities	$	(235	)	$	(291	)	$	891		$	1,125		$	(849	)	$	641
DECREASE IN CASH AND CASH EQUIVALENTS	(6		)	—			—			(53		)	—			(59		)
Effect of exchange rate changes on cash and cash equivalents	—			—			—			(44		)	—			(44		)
CASH AND CASH EQUIVALENTS, BEGINNING OF PERIOD	9			2			—			624			—			635
CASH AND CASH EQUIVALENTS, END OF PERIOD	$	3		$	2		$	—		$	527		$	—		$	532

Condensed Consolidated Statement of Cash Flows



	Year ended December 31, 2014
	Willis Towers Watson			The Other Guarantors			The Issuer			Other			Consolidating adjustments			Consolidated
NET CASH (USED IN)/FROM OPERATING ACTIVITIES	$	(35	)	$	781		$	181		$	212		$	(662	)	$	477
CASH FLOWS FROM/(USED IN) INVESTING ACTIVITIES
Additions to fixed assets and software for internal use	—			(19		)	—			(95		)	1			(113		)
Acquisitions of operations, net of cash acquired	—			—			—			(245		)	—			(245		)
Proceeds from sale of operations, net of cash disposed	—			—			—			86			—			86
Other, net	—			1			—			(4		)	(1		)	(4		)
Proceeds from intercompany investing activities	361			120			—			435			(916		)	—
Repayments of intercompany investing activities	—			(180		)	(4		)	(46		)	230			—
Additional investment in subsidiaries	(31		)	—			—			—			31			—
Net cash from/(used in) investing activities	$	330		$	(78	)	$	(4	)	$	131		$	(655	)	$	(276	)
CASH FLOWS (USED IN)/FROM FINANCING ACTIVITIES
Debt issuance costs	—			—			—			(3		)	—			(3		)
Repayments of debt	—			—			(15		)	—			—			(15		)
Repurchase of shares	(213		)	—			—			—			—			(213		)
Proceeds from issuance of shares and excess tax benefit	134			—			—			36			(31		)	139
Dividends paid	(210		)	(155		)	(155		)	(352		)	662			(210		)
Acquisitions of and dividends paid to noncontrolling interests	—			(4		)	—			(17		)	—			(21		)
Proceeds from intercompany financing activities	—			50			—			180			(230		)	—
Repayments of intercompany financing activities	—			(595		)	(7		)	(314		)	916			—
Net cash (used in)/from financing activities	$	(289	)	$	(704	)	$	(177	)	$	(470	)	$	1,317		$	(323	)
INCREASE/(DECREASE) IN CASH AND CASH EQUIVALENTS	6			(1		)	—			(127		)	—			(122		)
Effect of exchange rate changes on cash and cash equivalents	—			—			—			(39		)	—			(39		)
CASH AND CASH EQUIVALENTS, BEGINNING OF PERIOD	3			3			—			790			—			796
CASH AND CASH EQUIVALENTS, END OF PERIOD	$	9		$	2		$	—		$	624		$	—		$	635

Condensed Financial Information of Parent Company Only Disclosure [Abstract]

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

12 Months Ended

Dec. 31, 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 of Willis Towers Watson, the Other Guarantors and the Issuer.

Condensed Consolidated Statement of Operations



	Year ended December 31, 2016
	Willis Towers Watson			The Other Guarantors			The Issuer			Other			Consolidating adjustments			Consolidated
Revenues
Commissions and fees	$	—		$	—		$	19		$	7,759		$	—		$	7,778
Interest and other income	—			2			—			107			—			109
Total revenues	—			2			19			7,866			—			7,887
Costs of providing services
Salaries and benefits	2			1			15			4,628			—			4,646
Other operating expenses	3			112			88			1,348			—			1,551
Depreciation	—			5			14			159			—			178
Amortization	—			—			—			591			—			591
Restructuring costs	—			29			39			125			—			193
Transaction and integration expenses	1			16			26			134			—			177
Total costs of providing services	6			163			182			6,985			—			7,336
(Loss) Income from operations	(6		)	(161		)	(163		)	881			—			551
Income from Group undertakings	(3		)	(500		)	(287		)	(136		)	926			—
Expenses due to Group undertakings	3			74			178			671			(926		)	—
Interest expense	32			89			39			24			—			184
Other (income)/expense, net	—			(2		)	—			29			—			27
(LOSS) INCOME FROM CONTINUING OPERATIONS BEFORE INCOME TAXES AND INTEREST IN EARNINGS OF ASSOCIATES	(38		)	178			(93		)	293			—			340
(Benefit from)/provision for income taxes	—			(36		)	(86		)	26			—			(96		)
(LOSS) INCOME FROM CONTINUING OPERATIONS BEFORE INTEREST IN EARNINGS OF ASSOCIATES	(38		)	214			(7		)	267			—			436
Interest in earnings of associates, net of tax	—			—			—			2			—			2
Equity account for subsidiaries	458			234			157			—			(849		)	—
NET INCOME	420			448			150			269			(849		)	438
Income attributable to noncontrolling interests	—			—			—			(18		)	—			(18		)
NET INCOME ATTRIBUTABLE TO WILLIS TOWERS WATSON	$	420		$	448		$	150		$	251		$	(849	)	$	420

Condensed Consolidated Statement of Comprehensive Income/(Loss)



	Year ended December 31, 2016
	Willis Towers Watson			The Other Guarantors			The Issuer			Other			Consolidating adjustments		Consolidated
Comprehensive (loss)/income before noncontrolling interests	$	(427	)	$	(380	)	$	(266	)	$	(550	)	$	1,194	$	(429	)
Less: Comprehensive loss attributable to noncontrolling interests	—			—			—			2			—		2
Comprehensive (loss)/income attributable to Willis Towers Watson	$	(427	)	$	(380	)	$	(266	)	$	(548	)	$	1,194	$	(427	)

Condensed Consolidated Statement of Operations



	Year ended December 31, 2015
	Willis Towers Watson			The Other Guarantors			The Issuer			Other			Consolidating adjustments			Consolidated
Revenues
Commissions and fees	$	—		$	—		$	11		$	3,798		$	—		$	3,809
Interest and other income	—			1			—			19			—			20
Total revenues	—			1			11			3,817			—			3,829
Costs of providing services
Salaries and benefits	1			—			77			2,225			—			2,303
Other operating expenses	8			100			1			609			—			718
Depreciation	—			6			16			73			—			95
Amortization	—			—			—			76			—			76
Restructuring costs	—			28			13			85			—			126
Transaction and integration expenses	4			14			—			66			—			84
Total costs of providing services	13			148			107			3,134			—			3,402
(Loss) Income from operations	(13		)	(147		)	(96		)	683			—			427
Income from Group undertakings	—			(225		)	(236		)	(110		)	571			—
Expenses due to Group undertakings	—			31			189			351			(571		)	—
Interest expense	43			39			42			18			—			142
Other expense/(income), net	10			(42		)	—			(23		)	—			(55		)
(LOSS) INCOME FROM CONTINUING OPERATIONS BEFORE INCOME TAXES AND INTEREST IN EARNINGS OF ASSOCIATES	(66		)	50			(91		)	447			—			340
(Benefit from)/provision for income taxes	—			(29		)	(17		)	13			—			(33		)
(LOSS) INCOME FROM CONTINUING OPERATIONS BEFORE INTEREST IN EARNINGS OF ASSOCIATES	(66		)	79			(74		)	434			—			373
Interest in earnings of associates, net of tax	—			9			—			2			—			11
Equity account for subsidiaries	439			347			106			—			(892		)	—
NET INCOME	373			435			32			436			(892		)	384
Income attributable to noncontrolling interests	—			—			—			(11		)	—			(11		)
NET INCOME ATTRIBUTABLE TO WILLIS TOWERS WATSON	$	373		$	435		$	32		$	425		$	(892	)	$	373

Condensed Consolidated Statement of Comprehensive Income/(Loss)



	Year ended December 31, 2015
	Willis Towers Watson		The Other Guarantors		The Issuer		Other			Consolidating adjustments			Consolidated
Comprehensive income/(loss) before noncontrolling interests	$	402	$	462	$	49	$	455		$	(965	)	$	403
Less: Comprehensive income attributable to noncontrolling interests	—		—		—		(1		)	—			(1		)
Comprehensive income/(loss) attributable to Willis Towers Watson	$	402	$	462	$	49	$	454		$	(965	)	$	402

Condensed Consolidated Statement of Operations



	Year ended December 31, 2014
	Willis Towers Watson			The Other Guarantors			The Issuer			Other			Consolidating adjustments			Consolidated
Revenues
Commissions and fees	$	—		$	—		$	8		$	3,759		$	—		$	3,767
Interest and other income	—			—			—			35			—			35
Total revenues	—			—			8			3,794			—			3,802
Costs of providing services
Salaries and benefits	1			—			81			2,232			—			2,314
Other operating expenses	16			95			38			510			—			659
Depreciation	—			4			17			71			—			92
Amortization	—			—			—			54			—			54
Restructuring costs	—			11			3			22			—			36
Total costs of providing services	17			110			139			2,889			—			3,155
(Loss) Income from operations	(17		)	(110		)	(131		)	905			—			647
Income from Group undertakings	—			(221		)	(313		)	(102		)	636			—
Expenses due to Group undertakings	—			33			179			424			(636		)	—
Interest expense	43			35			45			12			—			135
Other expense/(income), net	15			220			—			(11		)	(230		)	(6		)
(LOSS) INCOME FROM CONTINUING OPERATIONS BEFORE INCOME TAXES AND INTEREST IN EARNINGS OF ASSOCIATES	(75		)	(177		)	(42		)	582			230			518
(Benefit from)/provision for income taxes	—			(25		)	(24		)	208			—			159
(LOSS) INCOME FROM CONTINUING OPERATIONS BEFORE INTEREST IN EARNINGS OF ASSOCIATES	(75		)	(152		)	(18		)	374			230			359
Interest in earnings/(loss) of associates, net of tax	—			10			—			4			—			14
Equity account for subsidiaries	437			570			76			—			(1,083		)	—
NET INCOME	362			428			58			378			(853		)	373
Income attributable to noncontrolling interests	—			—			—			(11		)	—			(11		)
NET INCOME ATTRIBUTABLE TO WILLIS TOWERS WATSON	$	362		$	428		$	58		$	367		$	(853	)	$	362

Condensed Consolidated Statement of Comprehensive Income/(Loss)



	Year ended December 31, 2014
	Willis Towers Watson			The Other Guarantors		The Issuer			Other			Consolidating adjustments			Consolidated
Comprehensive (loss)/income before noncontrolling interests	$	(11	)	$	69	$	(110	)	$	49		$	(3	)	$	(6	)
Less: Comprehensive income attributable to noncontrolling interests	—			—		—			(5		)	—			(5		)
Comprehensive (loss)/income attributable to Willis Towers Watson	$	(11	)	$	69	$	(110	)	$	44		$	(3	)	$	(11	)

Condensed Consolidated Balance Sheet



	As of December 31, 2016
	Willis Towers Watson		The Other Guarantors		The Issuer		Other		Consolidating adjustments			Consolidated
ASSETS
Cash and cash equivalents	$	—	$	—	$	—	$	870	$	—		$	870
Fiduciary assets	—		—		—		10,505		—			10,505
Accounts receivable, net	—		—		7		2,073		—			2,080
Prepaid and other current assets	—		49		23		324		(59		)	337
Amounts due from group undertakings	7,229		1,706		1,190		2,370		(12,495		)	—
Total current assets	7,229		1,755		1,220		16,142		(12,554		)	13,792
Investments in subsidiaries	3,409		7,733		5,480		—		(16,622		)	—
Fixed assets, net	—		34		—		805		—			839
Goodwill	—		—		—		10,413		—			10,413
Other intangible assets, net	—		64		—		4,368		(64		)	4,368
Pension benefits assets	—		—		—		488		—			488
Other non-current assets	—		10		80		310		(47		)	353
Non-current amounts due from group undertakings	—		4,655		836		—		(5,491		)	—
Total non-current assets	3,409		12,496		6,396		16,384		(22,224		)	16,461
TOTAL ASSETS	$	10,638	$	14,251	$	7,616	$	32,526	$	(34,778	)	$	30,253
LIABILITIES AND EQUITY
Fiduciary liabilities	$	—	$	—	$	—	$	10,505	$	—		$	10,505
Deferred revenue and accrued expenses	—		15		27		1,488		(49		)	1,481
Short-term debt and current portion of long-term debt	—		22		394		92		—			508
Other current liabilities	77		94		23		684		(2		)	876
Amounts due to group undertakings	—		8,323		2,075		2,097		(12,495		)	—
Total current liabilities	77		8,454		2,519		14,866		(12,546		)	13,370
Long-term debt	496		2,506		186		169		—			3,357
Liability for pension benefits	—		—		—		1,321		—			1,321
Deferred tax liabilities	—		—		—		1,013		(149		)	864
Provision for liabilities	—		—		120		455		—			575
Other non-current liabilities	—		48		15		483		(14		)	532
Non-current amounts due to group undertakings	—		—		518		4,973		(5,491		)	—
Total non-current liabilities	496		2,554		839		8,414		(5,654		)	6,649
TOTAL LIABILITIES	573		11,008		3,358		23,280		(18,200		)	20,019
REDEEMABLE NONCONTROLLING INTEREST	—		—		—		51		—			51
EQUITY
Total Willis Towers Watson shareholders’ equity	10,065		3,243		4,258		9,077		(16,578		)	10,065
Noncontrolling interests	—		—		—		118		—			118
Total equity	10,065		3,243		4,258		9,195		(16,578		)	10,183
TOTAL LIABILITIES AND EQUITY	$	10,638	$	14,251	$	7,616	$	32,526	$	(34,778	)	$	30,253

Condensed 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

Condensed Consolidated Statement of Cash Flows



	Year ended December 31, 2016
	Willis Towers Watson			The Other Guarantors			The Issuer			Other			Consolidating adjustments			Consolidated
NET CASH (USED IN)/FROM OPERATING ACTIVITIES	$	(20	)	$	128		$	(83	)	$	1,101		$	(206	)	$	920
CASH FLOWS FROM/(USED IN) INVESTING ACTIVITIES
Additions to fixed assets and software for internal use	—			(79		)	(12		)	(221		)	94			(218		)
Capitalized software costs	—			—			—			(85		)	—			(85		)
Acquisitions of operations, net of cash acquired	—			—			—			476			—			476
Net (cash paid)/proceeds from sale of operations	—			—			—			(4		)	3			(1		)
Other, net	—			—			33			20			(30		)	23
Proceeds from intercompany investing activities	—			163			—			30			(193		)	—
Repayments of intercompany investing activities	(3,751		)	(4,114		)	—			(769		)	8,634			—
Reduction in investment in subsidiaries	4,600			3,600			—			—			(8,200		)	—
Additional investment in subsidiaries	—			(4,600		)	—			(3,600		)	8,200			—
Net cash from/(used in) investing activities	$	849		$	(5,030	)	$	21		$	(4,153	)	$	8,508		$	195
CASH FLOWS (USED IN)/FROM FINANCING ACTIVITIES
Net (payments)/borrowings on revolving credit facility	—			(237		)	—			—			—			(237		)
Senior notes issued	—			1,606			—			—			—			1,606
Proceeds from issuance of other debt	—			400			—			4			—			404
Debt issuance costs	—			(14		)	—			—			—			(14		)
Repayments of debt	(300		)	(1,037		)	—			(564		)	—			(1,901		)
Repurchase of shares	(396		)	—			—			—			—			(396		)
Proceeds from issuance of shares and excess tax benefit	63			—			—			—			—			63
Payments of deferred and contingent consideration related to acquisitions	—			—			—			(67		)	—			(67		)
Dividends paid	(199		)	—			(49		)	(90		)	139			(199		)
Acquisitions of and dividends paid to noncontrolling interests	—			—			—			(21		)	—			(21		)
Proceeds from intercompany financing activities	—			4,204			164			4,266			(8,634		)	—
Repayments of intercompany financing activities	—			(22		)	(53		)	(118		)	193			—
Net cash (used in)/from financing activities	$	(832	)	$	4,900		$	62		$	3,410		$	(8,302	)	$	(762	)
(DECREASE)/INCREASE IN CASH AND CASH EQUIVALENTS	(3		)	(2		)	—			358			—			353
Effect of exchange rate changes on cash and cash equivalents	—			—			—			(15		)	—			(15		)
CASH AND CASH EQUIVALENTS, BEGINNING OF PERIOD	3			2			—			527			—			532
CASH AND CASH EQUIVALENTS, END OF PERIOD	$	—		$	—		$	—		$	870		$	—		$	870

Condensed Consolidated Statement of Cash Flows



	Year ended December 31, 2015
	Willis Towers Watson			The Other Guarantors			The Issuer			Other			Consolidating adjustments			Consolidated
NET CASH (USED IN)/FROM OPERATING ACTIVITIES	$	(10	)	$	583		$	43		$	(223	)	$	(150	)	$	243
CASH FLOWS FROM/(USED IN) INVESTING ACTIVITIES
Additions to fixed assets and software for internal use	—			(10		)	(8		)	(128		)	—			(146		)
Acquisitions of operations, net of cash acquired	—			—			—			(857		)	—			(857		)
Proceeds from sale of operations, net of cash disposed	—			—			—			44			—			44
Other, net	—			—			—			16			—			16
Proceeds from intercompany investing activities	321			49			87			151			(608		)	—
Repayments of intercompany investing activities	(82		)	(746		)	—			(181		)	1,009			—
Additional investment in subsidiaries	—			(598		)	—			—			598			—
Net cash from/(used in) investing activities	$	239		$	(1,305	)	$	79		$	(955	)	$	999		$	(943	)
CASH FLOWS (USED IN)/FROM FINANCING ACTIVITIES
Net (payments)/borrowings on revolving credit facility	—			469			—			—			—			469
Debt issuance costs	—			(5		)	—			—			—			(5		)
Repayments of debt	—			(16		)	(149		)	(1		)	—			(166		)
Proceeds from issue of other debt	—			592			—			—			—			592
Repurchase of shares	(82		)	—			—			—			—			(82		)
Proceeds from issuance of shares and excess tax benefit	124			—			—			605			(598		)	131
Dividends paid	(277		)	—			—			(150		)	150			(277		)
Acquisitions of and dividends paid to noncontrolling interests	—			—			—			(21		)	—			(21		)
Proceeds from intercompany financing activities	—			154			27			828			(1,009		)	—
Repayments of intercompany financing activities	—			(472		)	—			(136		)	608			—
Net cash (used in)/from financing activities	$	(235	)	$	722		$	(122	)	$	1,125		$	(849	)	$	641
DECREASE IN CASH AND CASH EQUIVALENTS	(6		)	—			—			(53		)	—			(59		)
Effect of exchange rate changes on cash and cash equivalents	—			—			—			(44		)	—			(44		)
CASH AND CASH EQUIVALENTS, BEGINNING OF PERIOD	9			2			—			624			—			635
CASH AND CASH EQUIVALENTS, END OF PERIOD	$	3		$	2		$	—		$	527		$	—		$	532

Condensed Consolidated Statement of Cash Flows



	Year ended December 31, 2014
	Willis Towers Watson			The Other Guarantors			The Issuer			Other			Consolidating adjustments			Consolidated
NET CASH (USED IN)/FROM OPERATING ACTIVITIES	$	(35	)	$	387		$	265		$	212		$	(352	)	$	477
CASH FLOWS FROM/(USED IN) INVESTING ACTIVITIES
Additions to fixed assets and software for internal use	—			(9		)	(10		)	(95		)	1			(113		)
Acquisitions of operations, net of cash acquired	—			—			—			(245		)	—			(245		)
Other, net	—			—			1			(4		)	(1		)	(4		)
Proceeds from intercompany investing activities	361			—			120			435			(916		)	—
Repayments of intercompany investing activities	—			(53		)	(131		)	(46		)	230			—
Proceeds from sale of operations net of cash disposed	—			—			—			86			—			86
Additional investment in subsidiaries	(31		)	—			—			—			31			—
Net cash from/(used in) investing activities	$	330		$	(62	)	$	(20	)	$	131		$	(655	)	$	(276	)
CASH FLOWS (USED IN)/FROM FINANCING ACTIVITIES
Net (payments on)/draw down of revolving credit facility	—			—			—			—			—			—
Debt issuance costs	—			—			—			(3		)	—			(3		)
Repayments of debt	—			(15		)	—			—			—			(15		)
Proceeds from issue of other debt	—			—			—			—			—			—
Repurchase of shares	(213		)	—			—			—			—			(213		)
Proceeds from issuance of shares and excess tax benefit	134			—			—			36			(31		)	139
Dividends paid	(210		)	—			—			(352		)	352			(210		)
Acquisitions of and dividends paid to noncontrolling interests	—			(4		)	—			(17		)	—			(21		)
Proceeds from intercompany financing activities	—			46			4			180			(230		)	—
Repayments of intercompany financing activities	—			(353		)	(249		)	(314		)	916			—
Net cash (used in)/from financing activities	$	(289	)	$	(326	)	$	(245	)	$	(470	)	$	1,007		$	(323	)
INCREASE/(DECREASE) IN CASH AND CASH EQUIVALENTS	6			(1		)	—			(127		)	—			(122		)
Effect of exchange rate changes on cash and cash equivalents	—			—			—			(39		)	—			(39		)
CASH AND CASH EQUIVALENTS, BEGINNING OF PERIOD	3			3			—			790			—			796
CASH AND CASH EQUIVALENTS, END OF PERIOD	$	9		$	2		$	—		$	624		$	—		$	635

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 of Willis Towers Watson and the Guarantors.

Condensed Consolidated Statement of Operations



	Year ended December 31, 2016
	Willis Towers Watson — the Parent Issuer			The Guarantors			Other			Consolidating adjustments			Consolidated
Revenues
Commissions and fees	$	—		$	19		$	7,759		$	—		$	7,778
Interest and other income	—			2			107			—			109
Total revenues	—			21			7,866			—			7,887
Costs of providing services
Salaries and benefits	2			16			4,628			—			4,646
Other operating expenses	3			200			1,348			—			1,551
Depreciation	—			19			159			—			178
Amortization	—			—			591			—			591
Restructuring costs	—			68			125			—			193
Transaction and integration expenses	1			42			134			—			177
Total costs of providing services	6			345			6,985			—			7,336
(Loss) Income from operations	(6		)	(324		)	881			—			551
Income from Group undertakings	(3		)	(672		)	(136		)	811			—
Expenses due to Group undertakings	3			137			671			(811		)	—
Interest expense	32			128			24			—			184
Other (income)/expense, net	—			(2		)	29			—			27
(LOSS) INCOME FROM CONTINUING OPERATIONS BEFORE INCOME TAXES AND INTEREST IN EARNINGS OF ASSOCIATES	(38		)	85			293			—			340
(Benefit from)/provision for income taxes	—			(122		)	26			—			(96		)
(LOSS) INCOME FROM CONTINUING OPERATIONS BEFORE INTEREST IN EARNINGS OF ASSOCIATES	(38		)	207			267			—			436
Interest in earnings of associates, net of tax	—			—			2			—			2
Equity account for subsidiaries	458			241			—			(699		)	—
NET INCOME	420			448			269			(699		)	438
Income attributable to noncontrolling interests	—			—			(18		)	—			(18		)
NET INCOME ATTRIBUTABLE TO WILLIS TOWERS WATSON	$	420		$	448		$	251		$	(699	)	$	420

Condensed Consolidated Statement of Comprehensive Income/(Loss)



	Year ended December 31, 2016
	Willis Towers Watson — the Parent Issuer			The Guarantors			Other			Consolidating adjustments		Consolidated
Comprehensive (loss)/income before noncontrolling interests	$	(427	)	$	(380	)	$	(550	)	$	928	$	(429	)
Less: Comprehensive loss attributable to noncontrolling interests	—			—			2			—		2
Comprehensive (loss)/income attributable to Willis Towers Watson	$	(427	)	$	(380	)	$	(548	)	$	928	$	(427	)

Condensed Consolidated Statement of Operations



	Year ended December 31, 2015
	Willis Towers Watson — the Parent Issuer			The Guarantors			Other			Consolidating adjustments			Consolidated
Revenues
Commissions and fees	$	—		$	11		$	3,798		$	—		$	3,809
Interest and other income	—			1			19			—			20
Total revenues	—			12			3,817			—			3,829
Costs of providing services
Salaries and benefits	1			77			2,225			—			2,303
Other operating expenses	8			101			609			—			718
Depreciation	—			22			73			—			95
Amortization	—			—			76			—			76
Restructuring costs	—			41			85			—			126
Transaction and integration expenses	4			14			66			—			84
Total costs of providing services	13			255			3,134			—			3,402
(Loss) Income from operations	(13		)	(243		)	683			—			427
Income from Group undertakings	—			(350		)	(110		)	460			—
Expenses due to Group undertakings	—			109			351			(460		)	—
Interest expense	43			81			18			—			142
Other expense/(income), net	10			(42		)	(23		)	—			(55		)
(LOSS) INCOME FROM CONTINUING OPERATIONS BEFORE INCOME TAXES AND INTEREST IN EARNINGS OF ASSOCIATES	(66		)	(41		)	447			—			340
(Benefit from)/provision for income taxes	—			(46		)	13			—			(33		)
(LOSS) INCOME FROM CONTINUING OPERATIONS BEFORE INTEREST IN EARNINGS OF ASSOCIATES	(66		)	5			434			—			373
Interest in earnings of associates, net of tax	—			9			2			—			11
Equity account for subsidiaries	439			421			—			(860		)	—
NET INCOME	373			435			436			(860		)	384
Income attributable to noncontrolling interests	—			—			(11		)	—			(11		)
NET INCOME ATTRIBUTABLE TO WILLIS TOWERS WATSON	$	373		$	435		$	425		$	(860	)	$	373

Condensed Consolidated Statement of Comprehensive Income/(Loss)



	Year ended December 31, 2015
	Willis Towers Watson — the Parent Issuer		The Guarantors		Other			Consolidating adjustments			Consolidated
Comprehensive income/(loss) before noncontrolling interests	$	402	$	462	$	455		$	(916	)	$	403
Less: Comprehensive income attributable to noncontrolling interests	—		—		(1		)	—			(1		)
Comprehensive income/(loss) attributable to Willis Towers Watson	$	402	$	462	$	454		$	(916	)	$	402

Condensed Consolidated Statement of Operations



	Year ended December 31, 2014
	Willis Towers Watson — the Parent Issuer			The Guarantors			Other			Consolidating adjustments			Consolidated
Revenues
Commissions and fees	$	—		$	8		$	3,759		$	—		$	3,767
Interest and other income	—			—			35			—			35
Total revenues	—			8			3,794			—			3,802
Costs of providing services
Salaries and benefits	1			81			2,232			—			2,314
Other operating expenses	16			133			510			—			659
Depreciation	—			21			71			—			92
Amortization	—			—			54			—			54
Restructuring costs	—			14			22			—			36
Total costs of providing services	17			249			2,889			—			3,155
(Loss) Income from operations	(17		)	(241		)	905			—			647
Income from Group undertakings	—			(424		)	(102		)	526			—
Expenses due to Group undertakings	—			102			424			(526		)	—
Interest expense	43			80			12			—			135
Other expense/(income), net	15			220			(11		)	(230		)	(6		)
(LOSS) INCOME FROM CONTINUING OPERATIONS BEFORE INCOME TAXES AND INTEREST IN EARNINGS OF ASSOCIATES	(75		)	(219		)	582			230			518
(Benefit from)/provision for income taxes	—			(49		)	208			—			159
(LOSS) INCOME FROM CONTINUING OPERATIONS BEFORE INTEREST IN EARNINGS OF ASSOCIATES	(75		)	(170		)	374			230			359
Interest in earnings of associates, net of tax	—			10			4			—			14
Equity account for subsidiaries	437			588			—			(1,025		)	—
NET INCOME	362			428			378			(795		)	373
Income attributable to noncontrolling interests	—			—			(11		)	—			(11		)
NET INCOME ATTRIBUTABLE TO WILLIS TOWERS WATSON	$	362		$	428		$	367		$	(795	)	$	362

Condensed Consolidated Statement of Comprehensive Income/(Loss)



	Year ended December 31, 2014
	Willis Towers Watson — the Parent Issuer			The Guarantors		Other			Consolidating adjustments			Consolidated
Comprehensive (loss)/income before noncontrolling interests	$	(11	)	$	69	$	49		$	(113	)	$	(6	)
Less: Comprehensive income attributable to noncontrolling interests	—			—		(5		)	—			(5		)
Comprehensive (loss)/income attributable to Willis Towers Watson	$	(11	)	$	69	$	44		$	(113	)	$	(11	)

Condensed Consolidated Balance Sheet



	As of December 31, 2016
	Willis Towers Watson — the Parent Issuer		The Guarantors		Other		Consolidating adjustments			Consolidated
ASSETS
Cash and cash equivalents	$	—	$	—	$	870	$	—		$	870
Fiduciary assets	—		—		10,505		—			10,505
Accounts receivable, net	—		7		2,073		—			2,080
Prepaid and other current assets	—		72		324		(59		)	337
Amounts due from group undertakings	7,229		1,648		2,370		(11,247		)	—
Total current assets	7,229		1,727		16,142		(11,306		)	13,792
Investments in subsidiaries	3,409		8,955		—		(12,364		)	—
Fixed assets, net	—		34		805		—			839
Goodwill	—		—		10,413		—			10,413
Other intangible assets, net	—		64		4,368		(64		)	4,368
Pension benefits assets	—		—		488		—			488
Other non-current assets	—		90		310		(47		)	353
Non-current amounts due from group undertakings	—		4,973		—		(4,973		)	—
Total non-current assets	3,409		14,116		16,384		(17,448		)	16,461
TOTAL ASSETS	$	10,638	$	15,843	$	32,526	$	(28,754	)	$	30,253
LIABILITIES AND EQUITY
Fiduciary liabilities	$	—	$	—	$	10,505	$	—		$	10,505
Deferred revenue and accrued expenses	—		42		1,488		(49		)	1,481
Short-term debt and current portion of long-term debt	—		416		92		—			508
Other current liabilities	77		117		684		(2		)	876
Amounts due to group undertakings	—		9,150		2,097		(11,247		)	—
Total current liabilities	77		9,725		14,866		(11,298		)	13,370
Long-term debt	496		2,692		169		—			3,357
Liability for pension benefits	—		—		1,321		—			1,321
Deferred tax liabilities	—		—		1,013		(149		)	864
Provision for liabilities	—		120		455		—			575
Other non-current liabilities	—		63		483		(14		)	532
Non-current amounts due to group undertakings	—		—		4,973		(4,973		)	—
Total non-current liabilities	496		2,875		8,414		(5,136		)	6,649
TOTAL LIABILITIES	573		12,600		23,280		(16,434		)	20,019
REDEEMABLE NONCONTROLLING INTEREST	—		—		51		—			51
EQUITY
Total Willis Towers Watson shareholders’ equity	10,065		3,243		9,077		(12,320		)	10,065
Noncontrolling interests	—		—		118		—			118
Total equity	10,065		3,243		9,195		(12,320		)	10,183
TOTAL LIABILITIES AND EQUITY	$	10,638	$	15,843	$	32,526	$	(28,754	)	$	30,253

Condensed 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

Condensed Consolidated Statement of Cash Flows



	Year ended December 31, 2016
	Willis Towers Watson — the Parent Issuer			The Guarantors			Other			Consolidating adjustments			Consolidated
NET CASH (USED IN)/FROM OPERATING ACTIVITIES	$	(20	)	$	(4	)	$	1,101		$	(157	)	$	920
CASH FLOWS FROM/(USED IN) INVESTING ACTIVITIES
Additions to fixed assets and software for internal use	—			(91		)	(221		)	94			(218		)
Capitalized software costs	—			—			(85		)	—			(85		)
Acquisitions of operations, net of cash acquired	—			—			476			—			476
Net (cash paid)/proceeds from sale of operations	—			—			(4		)	3			(1		)
Other, net	—			33			20			(30		)	23
Proceeds from intercompany investing activities	—			118			30			(148		)	—
Repayments of intercompany investing activities	(3,751		)	(4,114		)	(769		)	8,634			—
Reduction in investment in subsidiaries	4,600			3,600			—			(8,200		)	—
Additional investment in subsidiaries	—			(4,600		)	(3,600		)	8,200			—
Net cash from/(used in) investing activities	$	849		$	(5,054	)	$	(4,153	)	$	8,553		$	195
CASH FLOWS (USED IN)/FROM FINANCING ACTIVITIES
Net (payments)/borrowings on revolving credit facility	—			(237		)	—			—			(237		)
Senior notes issued	—			1,606			—			—			1,606
Proceeds from issuance of other debt	—			400			4			—			404
Debt issuance costs	—			(14		)	—			—			(14		)
Repayments of debt	(300		)	(1,037		)	(564		)	—			(1,901		)
Repurchase of shares	(396		)	—			—			—			(396		)
Proceeds from issuance of shares and excess tax benefit	63			—			—			—			63
Payments of deferred and contingent consideration related to acquisitions	—			—			(67		)	—			(67		)
Dividends paid	(199		)	—			(90		)	90			(199		)
Acquisitions of and dividends paid to noncontrolling interests	—			—			(21		)	—			(21		)
Proceeds from intercompany financing activities	—			4,368			4,266			(8,634		)	—
Repayments of intercompany financing activities	—			(30		)	(118		)	148			—
Net cash (used in)/from financing activities	$	(832	)	$	5,056		$	3,410		$	(8,396	)	$	(762	)
(DECREASE)/INCREASE IN CASH AND CASH EQUIVALENTS	(3		)	(2		)	358			—			353
Effect of exchange rate changes on cash and cash equivalents	—			—			(15		)	—			(15		)
CASH AND CASH EQUIVALENTS, BEGINNING OF PERIOD	3			2			527			—			532
CASH AND CASH EQUIVALENTS, END OF PERIOD	$	—		$	—		$	870		$	—		$	870

Condensed Consolidated Statement of Cash Flows



	Year ended December 31, 2015
	Willis Towers Watson — the Parent Issuer			The Guarantors			Other			Consolidating adjustments			Consolidated
NET CASH (USED IN)/FROM OPERATING ACTIVITIES	$	(10	)	$	626		$	(223	)	$	(150	)	$	243
CASH FLOWS FROM/(USED IN) INVESTING ACTIVITIES
Additions to fixed assets and software for internal use	—			(18		)	(128		)	—			(146		)
Acquisitions of operations, net of cash acquired	—			—			(857		)	—			(857		)
Proceeds from sale of operations, net of cash disposed	—			—			44			—			44
Other, net	—			—			16			—			16
Proceeds from intercompany investing activities	321			136			151			(608		)	—
Repayments of intercompany investing activities	(82		)	(746		)	(181		)	1,009			—
Additional investment in subsidiaries	—			(598		)	—			598			—
Net cash from/(used in) investing activities	$	239		$	(1,226	)	$	(955	)	$	999		$	(943	)
CASH FLOWS (USED IN)/FROM FINANCING ACTIVITIES
Net (payments)/borrowings on revolving credit facility	—			469			—			—			469
Debt issuance costs	—			(5		)	—			—			(5		)
Repayments of debt	—			(165		)	(1		)	—			(166		)
Proceeds from issue of other debt	—			592			—			—			592
Repurchase of shares	(82		)	—			—			—			(82		)
Proceeds from issuance of shares and excess tax benefit	124			—			605			(598		)	131
Dividends paid	(277		)	—			(150		)	150			(277		)
Acquisitions of and dividends paid to noncontrolling interests	—			—			(21		)	—			(21		)
Proceeds from intercompany financing activities	—			181			828			(1,009		)	—
Repayments of intercompany financing activities	—			(472		)	(136		)	608			—
Net cash (used in)/from financing activities	$	(235	)	$	600		$	1,125		$	(849	)	$	641
DECREASE IN CASH AND CASH EQUIVALENTS	(6		)	—			(53		)	—			(59		)
Effect of exchange rate changes on cash and cash equivalents	—			—			(44		)	—			(44		)
CASH AND CASH EQUIVALENTS, BEGINNING OF PERIOD	9			2			624			—			635
CASH AND CASH EQUIVALENTS, END OF PERIOD	$	3		$	2		$	527		$	—		$	532

Condensed Consolidated Statement of Cash Flows



	Year ended December 31, 2014
	Willis Towers Watson — the Parent Issuer			The Guarantors			Other			Consolidating adjustments			Consolidated
NET CASH (USED IN)/FROM OPERATING ACTIVITIES	$	(35	)	$	652		$	212		$	(352	)	$	477
CASH FLOWS FROM/(USED IN) INVESTING ACTIVITIES
Additions to fixed assets and software for internal use	—			(19		)	(95		)	1			(113		)
Acquisitions of operations, net of cash acquired	—			—			(245		)	—			(245		)
Proceeds from sale of operations, net of cash disposed	—			—			86			—			86
Other, net	—			1			(4		)	(1		)	(4		)
Proceeds from intercompany investing activities	361			120			435			(916		)	—
Repayments of intercompany investing activities	—			(180		)	(46		)	226			—
Additional investment in subsidiaries	(31		)	—			—			31			—
Net cash from/(used in) investing activities	$	330		$	(78	)	$	131		$	(659	)	$	(276	)
CASH FLOWS (USED IN)/FROM FINANCING ACTIVITIES
Debt issuance costs	—			—			(3		)	—			(3		)
Repayments of debt	—			(15		)	—			—			(15		)
Repurchase of shares	(213		)	—			—			—			(213		)
Proceeds from issuance of shares and excess tax benefit	134			—			36			(31		)	139
Dividends paid	(210		)	—			(352		)	352			(210		)
Acquisitions of and dividends paid to noncontrolling interests	—			(4		)	(17		)	—			(21		)
Proceeds from intercompany financing activities	—			46			180			(226		)	—
Repayments of intercompany financing activities	—			(602		)	(314		)	916			—
Net cash (used in)/from financing activities	$	(289	)	$	(575	)	$	(470	)	$	1,011		$	(323	)
INCREASE/(DECREASE) IN CASH AND CASH EQUIVALENTS	6			(1		)	(127		)	—			(122		)
Effect of exchange rate changes on cash and cash equivalents	—			—			(39		)	—			(39		)
CASH AND CASH EQUIVALENTS, BEGINNING OF PERIOD	3			3			790			—			796
CASH AND CASH EQUIVALENTS, END OF PERIOD	$	9		$	2		$	624		$	—		$	635

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

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, Willis Group Limited, Willis North America Inc., Willis Towers Watson Sub Holdings Unlimited Company and WTW Bermuda Holdings Ltd., collectively the ‘Other Guarantors’, and with Willis Towers Watson, the ‘Guarantor Companies’.

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, 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 of Willis Towers Watson, the Other Guarantors and the Issuer.

Condensed Consolidated Statement of Operations



	Year ended December 31, 2016
	Willis Towers Watson			The Other Guarantors			The Issuer			Other			Consolidating adjustments			Consolidated
Revenues
Commissions and fees	$	—		$	19		$	—		$	7,759		$	—		$	7,778
Interest and other income	—			2			—			107			—			109
Total revenues	—			21			—			7,866			—			7,887
Costs of providing services
Salaries and benefits	2			16			—			4,628			—			4,646
Other operating expenses	3			200			—			1,348			—			1,551
Depreciation	—			19			—			159			—			178
Amortization	—			—			—			591			—			591
Restructuring costs	—			68			—			125			—			193
Transaction and integration expenses	1			42			—			134			—			177
Total costs of providing services	6			345			—			6,985			—			7,336
(Loss) Income from operations	(6		)	(324		)	—			881			—			551
Income from Group undertakings	(3		)	(657		)	(132		)	(136		)	928			—
Expenses due to Group undertakings	3			228			26			671			(928		)	—
Interest expense	32			38			90			24			—			184
Other (income)/expense, net	—			(2		)	—			29			—			27
(LOSS) INCOME FROM CONTINUING OPERATIONS BEFORE INCOME TAXES AND INTEREST IN EARNINGS OF ASSOCIATES	(38		)	69			16			293			—			340
(Benefit from)/provision for income taxes	—			(125		)	3			26			—			(96		)
(LOSS) INCOME FROM CONTINUING OPERATIONS BEFORE INTEREST IN EARNINGS OF ASSOCIATES	(38		)	194			13			267			—			436
Interest in earnings of associates, net of tax	—			—			—			2			—			2
Equity account for subsidiaries	458			254			151			—			(863		)	—
NET INCOME	420			448			164			269			(863		)	438
Income attributable to noncontrolling interests	—			—			—			(18		)	—			(18		)
NET INCOME (LOSS) ATTRIBUTABLE TO WILLIS TOWERS WATSON	$	420		$	448		$	164		$	251		$	(863	)	$	420

Condensed Consolidated Statement of Comprehensive Income/(Loss)



	Year ended December 31, 2016
	Willis Towers Watson			The Other Guarantors			The Issuer			Other			Consolidating adjustments		Consolidated
Comprehensive (loss)/income before noncontrolling interests	$	(427	)	$	(379	)	$	(656	)	$	(550	)	$	1,583	$	(429	)
Less: Comprehensive loss attributable to noncontrolling interests	—			—			—			2			—		2
Comprehensive (loss)/income attributable to Willis Towers Watson	$	(427	)	$	(379	)	$	(656	)	$	(548	)	$	1,583	$	(427	)

Condensed Consolidated Statement of Operations



	Year ended December 31, 2015
	Willis Towers Watson			The Other Guarantors			The Issuer			Other			Consolidating adjustments			Consolidated
Revenues
Commissions and fees	$	—		$	11		$	—		$	3,798		$	—		$	3,809
Interest and other income	—			1			—			19			—			20
Total revenues	—			12			—			3,817			—			3,829
Costs of providing services
Salaries and benefits	1			77			—			2,225			—			2,303
Other operating expenses	8			101			—			609			—			718
Depreciation	—			22			—			73			—			95
Amortization	—			—			—			76			—			76
Restructuring costs	—			41			—			85			—			126
Transaction and integration expenses	4			14			—			66			—			84
Total costs of providing services	13			255			—			3,134			—			3,402
(Loss) Income from operations	(13		)	(243		)	—			683			—			427
Income from Group undertakings	—			(374		)	(93		)	(110		)	577			—
Expenses due to Group undertakings	—			200			26			351			(577		)	—
Interest expense	43			41			40			18			—			142
Other expense/(income), net	10			(42		)	—			(23		)	—			(55		)
(LOSS) INCOME FROM CONTINUING OPERATIONS BEFORE INCOME TAXES AND INTEREST IN EARNINGS OF ASSOCIATES	(66		)	(68		)	27			447			—			340
(Benefit from)/provision for income taxes	—			(51		)	5			13			—			(33		)
(LOSS) INCOME FROM CONTINUING OPERATIONS BEFORE INTEREST IN EARNINGS OF ASSOCIATES	(66		)	(17		)	22			434			—			373
Interest in earnings of associates, net of tax	—			9			—			2			—			11
Equity account for subsidiaries	439			443			337			—			(1,219		)	—
NET INCOME	373			435			359			436			(1,219		)	384
Income attributable to noncontrolling interests	—			—			—			(11		)	—			(11		)
NET INCOME ATTRIBUTABLE TO WILLIS TOWERS WATSON	$	373		$	435		$	359		$	425		$	(1,219	)	$	373

Condensed Consolidated Statement of Comprehensive Income/(Loss)



	Year ended December 31, 2015
	Willis Towers Watson		The Other Guarantors		The Issuer		Other			Consolidating adjustments			Consolidated
Comprehensive income/(loss) before noncontrolling interests	$	402	$	462	$	400	$	455		$	(1,316	)	$	403
Less: Comprehensive income attributable to noncontrolling interests	—		—		—		(1		)	—			(1		)
Comprehensive income/(loss) attributable to Willis Towers Watson	$	402	$	462	$	400	$	454		$	(1,316	)	$	402

Condensed Consolidated Statement of Operations



	Year ended December 31, 2014
	Willis Towers Watson			The Other Guarantors			The Issuer			Other			Consolidating adjustments			Consolidated
Revenues
Commissions and fees	$	—		$	8		$	—		$	3,759		$	—		$	3,767
Interest and other income	—			—			—			35			—			35
Total revenues	—			8			—			3,794			—			3,802
Costs of providing services
Salaries and benefits	1			81			—			2,232			—			2,314
Other operating expenses	16			133			—			510			—			659
Depreciation	—			21			—			71			—			92
Amortization	—			—			—			54			—			54
Restructuring costs	—			14			—			22			—			36
Total costs of providing services	17			249			—			2,889			—			3,155
(Loss) Income from operations	(17		)	(241		)	—			905			—			647
Income from Group undertakings	—			(450		)	(91		)	(102		)	643			—
Expenses due to Group undertakings	—			190			29			424			(643		)	—
Interest expense	43			44			36			12			—			135
Other expense/(income), net	15			220			—			(11		)	(230		)	(6		)
(LOSS) INCOME FROM CONTINUING OPERATIONS BEFORE INCOME TAXES AND INTEREST IN EARNINGS OF ASSOCIATES	(75		)	(245		)	26			582			230			518
(Benefit from)/provision for income taxes	—			(54		)	5			208			—			159
(LOSS) INCOME FROM CONTINUING OPERATIONS BEFORE INTEREST IN EARNINGS OF ASSOCIATES	(75		)	(191		)	21			374			230			359
Interest in earnings of associates, net of tax	—			10			—			4			—			14
Equity account for subsidiaries	437			609			314			—			(1,360		)	—
NET INCOME	362			428			335			378			(1,130		)	373
Income attributable to noncontrolling interests	—			—			—			(11		)	—			(11		)
NET INCOME ATTRIBUTABLE TO WILLIS TOWERS WATSON	$	362		$	428		$	335		$	367		$	(1,130	)	$	362

Condensed Consolidated Statement of Comprehensive Income/(Loss)



	Year ended December 31, 2014
	Willis Towers Watson			The Other Guarantors		The Issuer			Other			Consolidating adjustments			Consolidated
Comprehensive (loss)/income before noncontrolling interests	$	(11	)	$	69	$	(5	)	$	49		$	(108	)	$	(6	)
Less: Comprehensive income attributable to noncontrolling interests	—			—		—			(5		)	—			(5		)
Comprehensive (loss)/income attributable to Willis Towers Watson	$	(11	)	$	69	$	(5	)	$	44		$	(108	)	$	(11	)

Condensed Consolidated Balance Sheet



	As of December 31, 2016
	Willis Towers Watson		The Other Guarantors		The Issuer		Other		Consolidating adjustments			Consolidated
ASSETS
Cash and cash equivalents	$	—	$	—	$	—	$	870	$	—		$	870
Fiduciary assets	—		—		—		10,505		—			10,505
Accounts receivable, net	—		7		—		2,073		—			2,080
Prepaid and other current assets	—		74		1		324		(62		)	337
Amounts due from group undertakings	7,229		849		1,595		2,370		(12,043		)	—
Total current assets	7,229		930		1,596		16,142		(12,105		)	13,792
Investments in subsidiaries	3,409		8,621		7,309		—		(19,339		)	—
Fixed assets, net	—		34		—		805		—			839
Goodwill	—		—		—		10,413		—			10,413
Other intangible assets, net	—		64		—		4,368		(64		)	4,368
Pension benefits assets	—		—		—		488		—			488
Other non-current assets	—		90		—		310		(47		)	353
Non-current amounts due from group undertakings	—		4,859		1,055		—		(5,914		)	—
Total non-current assets	3,409		13,668		8,364		16,384		(25,364		)	16,461
TOTAL ASSETS	$	10,638	$	14,598	$	9,960	$	32,526	$	(37,469	)	$	30,253
LIABILITIES AND EQUITY
Fiduciary liabilities	$	—	$	—	$	—	$	10,505	$	—		$	10,505
Deferred revenue and accrued expenses	—		41		1		1,488		(49		)	1,481
Short-term debt and current portion of long-term debt	—		394		22		92		—			508
Other current liabilities	77		87		33		684		(5		)	876
Amounts due to group undertakings	—		9,946		—		2,097		(12,043		)	—
Total current liabilities	77		10,468		56		14,866		(12,097		)	13,370
Long-term debt	496		186		2,506		169		—			3,357
Liability for pension benefits	—		—		—		1,321		—			1,321
Deferred tax liabilities	—		—		—		1,013		(149		)	864
Provision for liabilities	—		120		—		455		—			575
Other non-current liabilities	—		63		—		483		(14		)	532
Non-current amounts due to group undertakings	—		518		423		4,973		(5,914		)	—
Total non-current liabilities	496		887		2,929		8,414		(6,077		)	6,649
TOTAL LIABILITIES	573		11,355		2,985		23,280		(18,174		)	20,019
REDEEMABLE NONCONTROLLING INTEREST	—		—		—		51		—			51
EQUITY
Total Willis Towers Watson shareholders’ equity	10,065		3,243		6,975		9,077		(19,295		)	10,065
Noncontrolling interests	—		—		—		118		—			118
Total equity	10,065		3,243		6,975		9,195		(19,295		)	10,183
TOTAL LIABILITIES AND EQUITY	$	10,638	$	14,598	$	9,960	$	32,526	$	(37,469	)	$	30,253

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

Condensed Consolidated Statement of Cash Flows



	Year ended December 31, 2016
	Willis Towers Watson			The Other Guarantors			The Issuer			Other			Consolidating adjustments			Consolidated
NET CASH (USED IN)/FROM OPERATING ACTIVITIES	$	(20	)	$	308		$	152		$	1,101		$	(621	)	$	920
CASH FLOWS FROM/(USED IN) INVESTING ACTIVITIES
Additions to fixed assets and software for internal use	—			(91		)	—			(221		)	94			(218		)
Capitalized software costs	—			—			—			(85		)	—			(85		)
Acquisitions of operations, net of cash acquired	—			—			—			476			—			476
Net (cash paid)/proceeds from sale of operations	—			—			—			(4		)	3			(1		)
Other, net	—			33			—			20			(30		)	23
Proceeds from intercompany investing activities	—			108			55			30			(193		)	—
Repayments of intercompany investing activities	(3,751		)	(3,513		)	(602		)	(769		)	8,635			—
Reduction in investment in subsidiaries	4,600			3,600			—			—			(8,200		)	—
Additional investment in subsidiaries	—			(4,600		)	—			(3,600		)	8,200			—
Net cash from/(used in) investing activities	$	849		$	(4,463	)	$	(547	)	$	(4,153	)	$	8,509		$	195
CASH FLOWS (USED IN)/FROM FINANCING ACTIVITIES
Net (payments)/borrowings on revolving credit facility	—			—			(237		)	—			—			(237		)
Senior notes issued	—			—			1,606			—			—			1,606
Proceeds from issuance of other debt	—			—			400			4			—			404
Debt issuance costs	—			—			(14		)	—			—			(14		)
Repayments of debt	(300		)	—			(1,037		)	(564		)	—			(1,901		)
Repurchase of shares	(396		)	—			—			—			—			(396		)
Proceeds from issuance of shares and excess tax benefit	63			—			—			—			—			63
Payments of deferred and contingent consideration related to acquisitions	—			—			—			(67		)	—			(67		)
Dividends paid	(199		)	(162		)	(302		)	(90		)	554			(199		)
Acquisitions of and dividends paid to noncontrolling interests	—			—			—			(21		)	—			(21		)
Proceeds from intercompany financing activities	—			4,368			1			4,266			(8,635		)	—
Repayments of intercompany financing activities	—			(53		)	(22		)	(118		)	193			—
Net cash (used in)/from financing activities	$	(832	)	$	4,153		$	395		$	3,410		$	(7,888	)	$	(762	)
(DECREASE)/INCREASE IN CASH AND CASH EQUIVALENTS	(3		)	(2		)	—			358			—			353
Effect of exchange rate changes on cash and cash equivalents	—			—			—			(15		)	—			(15		)
CASH AND CASH EQUIVALENTS, BEGINNING OF PERIOD	3			2			—			527			—			532
CASH AND CASH EQUIVALENTS, END OF PERIOD	$	—		$	—		$	—		$	870		$	—		$	870

Condensed Consolidated Statement of Cash Flows



	Year ended December 31, 2015
	Willis Towers Watson			The Other Guarantors			The Issuer			Other			Consolidating adjustments			Consolidated
NET CASH (USED IN)/FROM OPERATING ACTIVITIES	$	(10	)	$	593		$	33		$	(223	)	$	(150	)	$	243
CASH FLOWS FROM/(USED IN) INVESTING ACTIVITIES
Additions to fixed assets and software for internal use	—			(18		)	—			(128		)	—			(146		)
Acquisitions of operations, net of cash acquired	—			—			—			(857		)	—			(857		)
Proceeds from sale of operations, net of cash disposed	—			—			—			44			—			44
Other, net	—			—			—			16			—			16
Proceeds from intercompany investing activities	321			136			—			151			(608		)	—
Repayments of intercompany investing activities	(82		)	—			(746		)	(181		)	1,009			—
Additional investment in subsidiaries	—			(420		)	(178		)	—			598			—
Net cash from/(used in) investing activities	$	239		$	(302	)	$	(924	)	$	(955	)	$	999		$	(943	)
CASH FLOWS (USED IN)/FROM FINANCING ACTIVITIES
Net (payments on)/draw down of revolving credit facility	—			—			469			—			—			469
Debt issuance costs	—			—			(5		)	—			—			(5		)
Repayments of debt	—			(149		)	(16		)	(1		)	—			(166		)
Proceeds from issue of other debt	—			—			592			—			—			592
Repurchase of shares	(82		)	—			—			—			—			(82		)
Proceeds from issuance of shares and excess tax benefit	124			—			—			605			(598		)	131
Dividends paid	(277		)	—			—			(150		)	150			(277		)
Acquisitions of and dividends paid to noncontrolling interests	—			—			—			(21		)	—			(21		)
Proceeds from intercompany financing activities	—			181			—			828			(1,009		)	—
Repayments of intercompany financing activities	—			(323		)	(149		)	(136		)	608			—
Net cash (used in)/from financing activities	$	(235	)	$	(291	)	$	891		$	1,125		$	(849	)	$	641
DECREASE IN CASH AND CASH EQUIVALENTS	(6		)	—			—			(53		)	—			(59		)
Effect of exchange rate changes on cash and cash equivalents	—			—			—			(44		)	—			(44		)
CASH AND CASH EQUIVALENTS, BEGINNING OF PERIOD	9			2			—			624			—			635
CASH AND CASH EQUIVALENTS, END OF PERIOD	$	3		$	2		$	—		$	527		$	—		$	532

Condensed Consolidated Statement of Cash Flows



	Year ended December 31, 2014
	Willis Towers Watson			The Other Guarantors			The Issuer			Other			Consolidating adjustments			Consolidated
NET CASH (USED IN)/FROM OPERATING ACTIVITIES	$	(35	)	$	781		$	181		$	212		$	(662	)	$	477
CASH FLOWS FROM/(USED IN) INVESTING ACTIVITIES
Additions to fixed assets and software for internal use	—			(19		)	—			(95		)	1			(113		)
Acquisitions of operations, net of cash acquired	—			—			—			(245		)	—			(245		)
Proceeds from sale of operations, net of cash disposed	—			—			—			86			—			86
Other, net	—			1			—			(4		)	(1		)	(4		)
Proceeds from intercompany investing activities	361			120			—			435			(916		)	—
Repayments of intercompany investing activities	—			(180		)	(4		)	(46		)	230			—
Additional investment in subsidiaries	(31		)	—			—			—			31			—
Net cash from/(used in) investing activities	$	330		$	(78	)	$	(4	)	$	131		$	(655	)	$	(276	)
CASH FLOWS (USED IN)/FROM FINANCING ACTIVITIES
Debt issuance costs	—			—			—			(3		)	—			(3		)
Repayments of debt	—			—			(15		)	—			—			(15		)
Repurchase of shares	(213		)	—			—			—			—			(213		)
Proceeds from issuance of shares and excess tax benefit	134			—			—			36			(31		)	139
Dividends paid	(210		)	(155		)	(155		)	(352		)	662			(210		)
Acquisitions of and dividends paid to noncontrolling interests	—			(4		)	—			(17		)	—			(21		)
Proceeds from intercompany financing activities	—			50			—			180			(230		)	—
Repayments of intercompany financing activities	—			(595		)	(7		)	(314		)	916			—
Net cash (used in)/from financing activities	$	(289	)	$	(704	)	$	(177	)	$	(470	)	$	1,317		$	(323	)
INCREASE/(DECREASE) IN CASH AND CASH EQUIVALENTS	6			(1		)	—			(127		)	—			(122		)
Effect of exchange rate changes on cash and cash equivalents	—			—			—			(39		)	—			(39		)
CASH AND CASH EQUIVALENTS, BEGINNING OF PERIOD	3			3			—			790			—			796
CASH AND CASH EQUIVALENTS, END OF PERIOD	$	9		$	2		$	—		$	624		$	—		$	635

Conforming reclassification

Basis of Presentation and Significant Accounting Policies (Policies)

12 Months Ended

Dec. 31, 2016

Accounting Policies [Abstract]

$84 million of Transaction and integration expenses from Salary and benefits and Other operating expenses of $3 million and $81 million, respectively. This reclassification was made to present information on a comparable basis.

Principles of Consolidation

Use of Estimates

Going Concern

Investments in Associates

Cash and Cash Equivalents

Fiduciary Assets and Liabilities

Accounts Receivable

Income Taxes

The Company recognizes interest and penalties relating to unrecognized tax benefits within income taxes.

Foreign Currency

Derivatives

The Company evaluates whether its contracts include clauses or conditions which would be required to be separately accounted for at fair value as embedded derivatives.

Commitments, Contingencies and Accrued Liabilities

Share-Based Compensation

Fixed Assets

Operating Leases

Operating Leases —Rentals payable on operating leases are charged straight line to Other operating expenses in the consolidated statements of operations over the lease term.

Goodwill and Other Intangible Assets

Acquired intangible assets are amortized over the following periods:



	Amortization basis	Expected life (years)
Client relationships	In line with underlying cash flows	5 to 20
Software	In line with underlying cash flows or straight line basis	4 to 7
Product	In line with underlying cash flows	17.5
Trademark and trade name	Straight line basis	14 to 25
Favorable agreements	Straight line basis	7
Management contracts	Straight line basis	18

Pensions

Revenue Recognition

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

Interest income. Interest income is recognized as earned.

Recent Accounting Pronouncements

Not yet adopted


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

•

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

Adopted

Basis of Presentation and Significant Accounting Policies (Tables)

12 Months Ended

Dec. 31, 2016

Accounting Policies [Abstract]

Schedule of Finite-Lived Intangible Assets Acquired as Part of Business Combination

Acquired intangible assets are amortized over the following periods:



	Amortization basis	Expected life (years)
Client relationships	In line with underlying cash flows	5 to 20
Software	In line with underlying cash flows or straight line basis	4 to 7
Product	In line with underlying cash flows	17.5
Trademark and trade name	Straight line basis	14 to 25
Favorable agreements	Straight line basis	7
Management contracts	Straight line basis	18

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		17.5
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 date of the Merger, $39 million was not yet placed in service. 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 underlying cash flows or on a straight line basis.

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

Merger and Acquisitions (Tables)

12 Months Ended

Dec. 31, 2016

Business Combinations [Abstract]

Preliminary Calculation of Aggregate Merger Consideration

The table below presents the 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	37
Aggregate Merger Consideration	$	8,723

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

A summary of the 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	82
Fixed assets, net	204
Goodwill	6,783
Intangible assets	3,991
Pension benefits assets	67
Other non-current assets	115
Deferred tax liabilities	(1,151		)
Liability for pension benefits	(923		)
Other current liabilities ⁽ⁱ⁾	(667		)
Other non-current liabilities ⁽ⁱⁱ⁾	(331		)
Long term debt, including current portion ⁽ⁱⁱⁱ⁾	(740		)
Net assets acquired	8,731
Noncontrolling interests acquired	(8		)
Allocated Aggregate Merger Consideration	$	8,723

____________________


(i)	Includes $348 million in accounts payable, accrued liabilities and deferred revenue, $308 million in employee-related liabilities and $11 million in other current liabilities.


(ii)	Includes acquired contingent liabilities of $242 million. See Note 13 — Commitments and Contingencies for a discussion of our material acquired contingencies related to Legacy Towers Watson.

(iii)

The following table presents the Company’s 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	584
Intangible assets	440
Other assets	56
Fiduciary liabilities	(625		)
Deferred revenue and accrued expenses	(80		)
Short and long-term debt	(80		)
Net deferred tax liabilities	(87		)
Other liabilities	(179		)
Net assets acquired	830
Decrease in paid in capital for purchase of noncontrolling interest	43
Noncontrolling interest acquired	(40		)
Purchase price allocation	$	833

Schedule of Acquired Intangible Assets

Acquired intangible assets are amortized over the following periods:



	Amortization basis	Expected life (years)
Client relationships	In line with underlying cash flows	5 to 20
Software	In line with underlying cash flows or straight line basis	4 to 7
Product	In line with underlying cash flows	17.5
Trademark and trade name	Straight line basis	14 to 25
Favorable agreements	Straight line basis	7
Management contracts	Straight line basis	18

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		17.5
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 date of the Merger, $39 million was not yet placed in service. 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 underlying cash flows or on a straight line basis.

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

Unaudited Pro Forma Financial Information



	Years ended December 31,
			Pro Forma
	As reported		(Unaudited)
	2016		2015
Total revenues	$	7,887	$	7,492
Net income attributable to Willis Towers Watson	$	420	$	640
Diluted earnings per share	$	3.04	$	4.64

Segment Information (Tables)

12 Months Ended

Dec. 31, 2016

Segment Reporting [Abstract]

Revenue (Net of Reimbursable Expenses) of the Reported Segments



	Years ended December 31,
	HCB						CRB						IRR						ES						Total
	2016		2015		2014		2016		2015		2014		2016		2015		2014		2016		2015		2014		2016		2015		2014
Segment commissions and fees	$	3,210	$	697	$	653	$	2,502	$	2,301	$	2,365	$	1,382	$	812	$	749	$	652	$	—	$	—	$	7,746	$	3,810	$	3,767
Segment interest and other income	16		1		2		29		17		16		59		1		17		2		—		—		106		19		35
Segment revenues	$	3,226	$	698	$	655	$	2,531	$	2,318	$	2,381	$	1,441	$	813	$	766	$	654	$	—	$	—	$	7,852	$	3,829	$	3,802

Segment operating income	$	680	$	157	$	144	$	520	$	491	$	500	$	306	$	188	$	228	$	102	$	—	$	—	$	1,608	$	836	$	872

Net Operating Income of the Reported Segments

The table below presents a reconciliation of the information reported by segment to the consolidated amounts reported for the years ended December 31, 2016, 2015, and 2014, respectively:



	Years ended December 31,
	2016			2015			2014
Revenues:
Total segment revenues	$	7,852		$	3,829		$	3,802
Fair value adjustment to deferred revenue	(58		)	—			—
Reimbursable expenses and other	93			—			—
Total revenues	$	7,887		$	3,829		$	3,802

Total segment operating income	$	1,608		$	836		$	872
Differences in allocation methods ⁽ⁱ⁾	18			(65		)	(131		)
Fair value adjustment for deferred revenue	(58		)	—			—
Amortization	(591		)	(76		)	(54		)
Restructuring costs	(193		)	(126		)	(36		)
Transaction and integration expenses ⁽ⁱⁱ⁾	(177		)	(73		)	—
Provision for the Stanford litigation	(50		)	(70		)	—
Other, net	(6		)	1			(4		)
Income from operations	551			427			647
Interest expense	184			142			135
Other expense/(income), net	27			(55		)	(6		)
Income from continuing operations before income taxes and interest in earnings of associates	$	340		$	340		$	518

____________________


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


(ii)	Includes transaction and integration expenses related to the Merger and the acquisition of Gras Savoye.

Revenue and Long-lived Assets by Geographical Areas



	Revenues						Long-Lived Assets ⁽ⁱ⁾
	2016		2015		2014		2016		2015		2014
Ireland	$	92	$	64	$	51	$	114	$	124	$	121

United States	3,395		1,597		1,600		11,400		1,759		1,800
United Kingdom	2,236		1,055		1,057		2,431		2,426		1,666
Rest of World	2,164		1,113		1,094		2,466		1,951		976
Total Foreign Countries	7,795		3,765		3,751		16,297		6,136		4,442
	$	7,887	$	3,829	$	3,802	$	16,411	$	6,260	$	4,563

____________________


(i)	Long-Lived Assets does not include deferred tax assets.

Restructuring Costs (Tables)

12 Months Ended

Dec. 31, 2016

Restructuring and Related Activities [Abstract]

Analysis of the Cost for Restructuring



	HCB		CRB		IRR		ES		Corporate		Total
Year ended December 31, 2016
Termination benefits	$	33	$	26	$	6	$	1	$	2	$	68
Professional services and other⁽ⁱⁱ⁾	4		81		4		—		36		125
Total	$	37	$	107	$	10	$	1	$	38	$	193

Year ended December 31, 2015 ⁽ⁱ⁾
Termination benefits	$	2	$	24	$	7	$	—	$	3	$	36
Professional services and other⁽ⁱⁱ⁾	1		57		2		—		30		90
Total	$	3	$	81	$	9	$	—	$	33	$	126

Year ended December 31, 2014 ⁽ⁱ⁾
Termination benefits	$	—	$	15	$	1	$	—	$	—	$	16
Professional services and other⁽ⁱⁱ⁾	—		3		—		—		17		20
Total	$	—	$	18	$	1	$	—	$	17	$	36

___________________


(i)	The prior period comparatives have been retroactively reclassified for 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 programs.

An analysis of the total cumulative restructuring costs recognized for the BRP from commencement to December 31, 2016 by segment, and those costs attributable to corporate functions, are as follows:



	HCB		CRB		IRR		ES		Corporate		Total
2016
Termination benefits	$	32	$	8	$	3	$	1	$	1	$	45
Professional services and other⁽ⁱ⁾	3		—		—		—		—		$	3
Total	$	35	$	8	$	3	$	1	$	1	$	48

____________________


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

An analysis of the total cumulative restructuring costs recognized for the OIP from commencement to December 31, 2016 by segment, and costs attributable to corporate functions, are 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	$	18	$	3	$	—	$	1	$	23
Professional services and other⁽ⁱⁱ⁾	1		81		4		—		36		122
Total
Termination benefits	$	3	$	57	$	11	$	—	$	4	$	75
Professional services and other⁽ⁱⁱ⁾	2		141		6		—		83		232
Total	$	5	$	198	$	17	$	—	$	87	$	307

____________________


(i)	The prior period comparatives have been retroactively reclassified for 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.

Schedule of Restructuring Liability

At December 31, 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	23			122			145
Cash payments	(31		)	(115		)	(146		)
Balance at December 31, 2016	$	7		$	18		$	25

At December 31, 2016, the Company’s liability under the BRP is as follows:



	Termination Benefits			Professional Services and Other			Total
Balance at December 31, 2015	$	—		$	—		$	—
Charges incurred	45			3			48
Cash payments	(19		)	(3		)	(22		)
Balance at December 31, 2016	$	26		$	—		$	26

Income Taxes (Tables)

12 Months Ended

Dec. 31, 2016

Income Tax Disclosure [Abstract]

Income from continuing operations before income taxes and interest in earnings of associates by location of taxing jurisdiction

An analysis of income/(loss) before income taxes by taxing jurisdiction is shown below:



	Years ended December 31,
	2016			2015			2014
Ireland	$	(27	)	$	(61	)	$	(65	)
U.S.	(311		)	(67		)	92
U.K.	123			65			154
Other jurisdictions	555			403			337
Total	$	340		$	340		$	518

Provision for income taxes by location of the taxing jurisdiction

The components of the income tax provision for continuing operations include:



	Years ended December 31,
	2016			2015			2014
Current tax expense/(benefit):
U.S. federal taxes	$	35		$	14		$	(16	)
U.S. state and local taxes	14			1			7
U.K. corporation tax	28			—			29
Other jurisdictions	71			51			73
Total current tax expense	148			66			93
Deferred tax expense/(benefit):
U.S. federal taxes	(214		)	(113		)	35
U.S. state and local taxes	(5		)	(3		)	10
U.K. corporation tax	10			14			24
Other jurisdictions	(35		)	3			(3		)
Total deferred tax (benefit)/expense	(244		)	(99		)	66
Total (benefit from)/provision for income taxes	$	(96	)	$	(33	)	$	159

Reconciliation between US federal income taxes at the statutory rate and the Company's provision for income taxes on continuing operations



	Years ended December 31,
	2016			2015			2014
INCOME FROM CONTINUING OPERATIONS BEFORE INCOME TAXES AND INTEREST IN EARNINGS OF ASSOCIATES	$	340		$	340		$	518
U.S. federal statutory income tax rate	35		%	35		%	35		%
Income tax expense at U.S. federal tax rate	119			119			181
Adjustments to derive effective rate:
Non-deductible expenses and dividends	15			32			21
Non-deductible acquisition costs	1			9			—
Disposal of non-deductible goodwill	2			3			11
Gain on remeasurement of equity interests	—			(20		)	—
Impact of change in rate on deferred tax balances	(15		)	(5		)	—
Effect of foreign exchange and other differences	6			(1		)	(4		)
Non-deductible Venezuelan foreign exchange loss	4			11			5
Changes in valuation allowances	(74		)	(104		)	7
Net tax effect of intra-group items	(98		)	(30		)	(30		)
Tax differentials of non-U.S. jurisdictions	(80		)	(42		)	(48		)
Tax differentials of U.S. state taxes and local taxes	14			(2		)	17
Other items, net	10			(3		)	(1		)
(Benefit from)/provision for income taxes	$	(96	)	$	(33	)	$	159

Significant components of deferred income tax assets and liabilities and their balance sheet classifications

Deferred income tax assets and liabilities included in the consolidated balance sheets at December 31, 2016 and 2015 are comprised of the following:



	December 31,
	2016			2015
Deferred tax assets:
Accrued expenses not currently deductible	$	286		$	175
Net operating losses	116			115
Capital loss carryforwards	28			33
Accrued retirement benefits	467			109
Deferred compensation	83			34
Stock options	36			16
Financial derivative transactions	12			4
Gross deferred tax assets	1,028			486
Less: valuation allowance	(134		)	(187		)
Net deferred tax assets	$	894		$	299
Deferred tax liabilities:
Cost of intangible assets, net of related amortization	$	1,431		$	289
Cost of tangible assets, net of related depreciation	73			32
Prepaid retirement benefits	85			111
Accrued revenue not currently taxable	119			31
Deferred tax liabilities	$	1,708		$	463
Net deferred tax liabilities	$	814		$	164

The net deferred income tax assets are included in other non-current assets and the net deferred tax liabilities are included in deferred tax liabilities in our balance sheets.



	December 31,
	2016		2015
Balance sheet classifications:
Other non-current assets	$	50	$	76
Deferred tax liabilities	864		240
Net deferred tax liability	$	814	$	164

Summary of Valuation Allowance

An analysis of our valuation allowance is shown below.



	Years ended December 31,
	2016			2015			2014
Balance at beginning of year	$	187		$	280		$	196
Additions charged against/(credited to) to costs and expenses	—			—			—
Additions charged against/(credited to) to other accounts	21			2			84
Deductions	(74		)	(95		)	—
Balance at end of year	$	134		$	187		$	280

Reconciliation of the beginning and ending amounts of unrecognized tax benefits

A reconciliation of the beginning and ending balances of the liability for unrecognized tax benefits is as follows:



	2016			2015			2014
Balance at beginning of year	$	22		$	19		$	41
Increases related to acquisitions	33			8			—
Increases related to tax positions in prior years	1			1			3
Decreases related to tax positions in prior years	(9		)	(6		)	(32		)
Decreases related to settlements	(1		)	—			—
Decreases related to lapse in statute of limitations	(1		)	—			—
Increases related to current year tax positions	11			2			8
Cumulative translation adjustment	—			(2		)	(1		)
Balance at end of year	$	56		$	22		$	19

Summary of Income Tax Examinations



	Open Tax Years (fiscal year ending in)
U.S. — federal	2013 and forward
U.S. — various states	2002 and forward
U.K.	2010 and forward
Ireland	2013 and forward
France	2010 and forward
Germany	2002 and forward
Canada - federal	2009 and forward

Fixed Assets (Tables)

12 Months Ended

Dec. 31, 2016

Property, Plant and Equipment [Abstract]

Property, Plant and Equipment

The following table reflects changes in the net carrying amount of the components of fixed assets for the year ended December 31, 2016 and 2015:



	Furniture, equipment and software			Leasehold improvements			Land and buildings			Total
Cost: at January 1, 2015	$	642		$	245		$	93		$	980
Additions	119			27			—			146
Acquisitions	26			26			5			57
Disposals	(31		)	(16		)	—			(47		)
Foreign exchange	(32		)	(10		)	(3		)	(45		)
Cost: at December 31, 2015	724			272			95			1,091
Additions	265			44			2			311
Acquisitions	109			95			—			204
Disposals	(28		)	(8		)	—			(36		)
Foreign exchange	(61		)	(21		)	(7		)	(89		)
Cost: at December 31, 2016	$	1,009		$	382		$	90		1,481

Depreciation: at January 1, 2015	$	(366	)	$	(93	)	$	(38	)	$	(497	)
Depreciation expense	(72		)	(19		)	(4		)	(95		)
Disposals	28			14			—			42
Foreign exchange	17			4			1			22
Depreciation: at December 31, 2015	(393		)	(94		)	(41		)	(528		)
Depreciation expense	(119		)	(55		)	(4		)	(178		)
Disposals	17			5			—			22
Foreign exchange	31			7			4			42
Depreciation: at December 31, 2016	$	(464	)	$	(137	)	$	(41	)	$	(642	)
Net book value:
At December 31, 2015	$	331		$	178		$	54		$	563

At December 31, 2016	$	545		$	245		$	49		$	839

Capital Leases

Included within land and buildings are the following assets held under capital leases:



	December 31,
	2016			2015
Capital leases	$	32		$	32
Accumulated depreciation	(12		)	(10		)
	$	20		$	22

Goodwill and Other Intangible Assets, Net (Tables)

12 Months Ended

Dec. 31, 2016

Goodwill and Intangible Assets Disclosure [Abstract]

Components of Goodwill

The components of goodwill are outlined below for the years ended December 31, 2016 and 2015:



	HCB			CRB			IRR			ES		Total
Balance at December 31, 2014 ⁽ⁱ⁾
Goodwill, gross	$	677		$	1,897		$	855		$	—	$	3,429
Accumulated impairment losses	(130		)	(362		)	—			—		(492		)
Goodwill, net	547			1,535			855			—		2,937
Purchase price allocation adjustments	1			—			—			—		1
Goodwill acquired during the period	330			348			187			—		865
Goodwill disposed of during the period	(3		)	(9		)	(1		)	—		(13		)
Foreign exchange	(19		)	(24		)	(10		)	—		(53		)
Balance at December 31, 2015 ⁽ⁱ⁾
Goodwill, gross	$	986		$	2,212		$	1,031		$	—	$	4,229
Accumulated impairment losses	(130		)	(362		)	—			—		(492		)
Goodwill, net	856			1,850			1,031			—		3,737
Purchase price allocation adjustments	8			5			(7		)	—		6
Goodwill acquired during the period ⁽ⁱⁱ⁾	3,458			—			770			2,557		6,785
Goodwill disposed of during the period	—			(5		)	—			—		(5		)
Foreign exchange	(40		)	(34		)	(36		)	—		(110		)
Balance at December 31, 2016
Goodwill, gross	4,412			2,178			1,758			2,557		10,905
Accumulated impairment losses	(130		)	(362		)	—			—		(492		)
Goodwill, net	$	4,282		$	1,816		$	1,758		$	2,557	$	10,413

____________________


(i)	The prior period comparatives have been retroactively reclassified for our segment reorganization. See Note 4 — Segment Information for further details.


(ii)	Goodwill acquired consists primarily of goodwill recognized from the Merger.

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 year ended December 31, 2016:



	Balance as of December 31, 2015		Purchase price allocation adjustments			Intangible assets acquired		Intangible assets disposed			Amortization (ii)			Foreign Exchange			Balance as of December 31, 2016
Client relationships	$	920	$	2		$	2,222	$	(5	)	$	(395	)	$	(89	)	$	2,655
Management contracts	62		—			—		—			(4		)	(4		)	54
Software ⁽ⁱ⁾	77		(13		)	675		—			(142		)	(27		)	570
Trademark and trade name	50		1			1,003		—			(45		)	(3		)	1,006
Product	—		—			42		—			(3		)	(6		)	33
Favorable agreements	2		—			11		—			(2		)	—			11
Other	4		—			—		—			(2		)	1			3
Total amortizable intangible assets	$	1,115	$	(10	)	$	3,953	$	(5	)	$	(593	)	$	(128	)	$	4,332

____________________


(i)	In-process research and development intangible assets acquired as part of the Merger on January 4, 2016 of $39 million ($36 million at December 31, 2016) have not yet been placed in service and are not included in this presentation.


(ii)	Amortization associated with favorable agreements is recorded in other Operating expenses in the consolidated statements of operations.

The following table reflects changes in the net carrying amount of the components of finite-lived intangible assets for the year ended December 31, 2015:



	Balance as of December 31, 2014		Intangible assets acquired		Intangible assets disposed			Amortization			Foreign Exchange			Balance as of December 31, 2015
Client relationships	$	373	$	642	$	(5	)	$	(69	)	$	(21	)	$	920
Management contracts	70		—		—			(4		)	(4		)	62
Software	—		77		—			—			—			77
Trademark and trade name	3		50		—			(2		)	(1		)	50
Favorable agreements	—		2		—			—			—			2
Other	4		2		—			(1		)	(1		)	4
Total amortizable intangible assets	$	450	$	773	$	(5	)	$	(76	)	$	(27	)	$	1,115

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 December 31, 2016 and December 31, 2015:



	December 31, 2016					December 31, 2015
	Gross Carrying Amount		Accumulated Amortization			Gross Carrying Amount		Accumulated Amortization
Client relationships	$	3,396	$	(741	)	$	1,293	$	(373	)
Management contracts	62		(8		)	67		(5		)
Software	711		(141		)	77		—
Trademark and trade name	1,051		(45		)	52		(2		)
Product	36		(3		)	—		—
Favorable agreements	13		(2		)	2		—
Other	6		(3		)	8		(4		)
Total finite-lived assets	$	5,275	$	(943	)	$	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
2017	$	563	$	(4	)
2018	514		(3		)
2019	458		(2		)
2020	406		(2		)
2021	333		(3		)
Thereafter	2,047		(4		)
Total	$	4,321	$	(18	)

Derivative Financial Instruments (Tables)

12 Months Ended

Dec. 31, 2016

Derivative Instruments and Hedging Activities Disclosure [Abstract]

Schedule of Derivative Instruments



	Loss recognized in OCI (effective portion)									Location of (loss)/gain reclassified from OCI into income (effective portion)	(Loss)/gain reclassified from OCI into income (effective portion)							Location of (loss)/gain recognized in income (ineffective portion and amount excluded from effectiveness testing)	(Loss)/gain recognized in income (ineffective portion and amount excluded from effectiveness testing)
	2016			2015			2014				2016			2015		2014			2016			2015		2014
Foreign exchange forwards	$	(127	)	$	(38	)	$	(31	)	Other expense/(income), net	$	(42	)	$	4	$	16	Interest expense	$	(1	)	$	1	$	(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 Maturities of Long-term Debt

Debt (Tables)

12 Months Ended

Dec. 31, 2016

Debt Disclosure [Abstract]

Schedule of Debt

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



	December 31,
	2016		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	5		79
Other debt	2		—
	$	508	$	988

Long-term debt consists of the following:



	December 31,
	2016		2015
Revolving $800 million credit facility	$	238	$	467
6.200% senior notes due 2017	—		394
7-year term loan facility expires 2018	196		218
Term loan expires 2019	169		—
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	565		—
4.625% senior notes due 2023	247		247
4.400% senior notes due 2026	543		—
6.125% senior notes due 2043	271		271
	$	3,357	$	2,278

The following table summarizes the maturity of our debt, interest on senior notes and excludes any reduction for debt issuance costs:



	2017		2018		2019		2020		2021		Thereafter		Total
Senior notes	$	394	$	—	$	187	$	—	$	950	$	1,645	$	3,176
Interest on senior notes	128		122		119		109		82		489		1,049
Term loans	107		281		85		—		—		—		473
RCF	—		238		—		—		—		—		238
Other debt	7		—		—		—		—		—		7
Total	$	636	$	641	$	391	$	109	$	1,032	$	2,134	$	4,943

Schedule Of Debt Interest Expense

The following table shows an analysis of the interest expense for the years ended December 31:



	Years ended December 31,
	2016		2015		2014
Senior notes	$	139	$	114	$	117
Term loans	17		5		5
RCF	10		6		3
WSI revolving credit facility	2		2		4
Other	16		15		6
Total interest expense	$	184	$	142	$	135

Fair Value Measurements (Tables)

12 Months Ended

Dec. 31, 2016

Fair Value Disclosures [Abstract]

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

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



	Balance Sheet Location	Fair Value Measurements on a Recurring Basis at December 31, 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	$	—	$	15	$	—	$	15
Liabilities:
Contingent Consideration:
Contingent consideration (ii)	Other current liabilities and other non-current liabilities	$	—	$	—	$	55	$	55
Derivatives:
Derivative financial instruments (i)	Other current liabilities and other non-current liabilities	$	—	$	133	$	—	$	133



	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:
Contingent Consideration:
Contingent consideration	Other current liabilities and other non-current liabilities	$	—	$	—	$	74	$	74
Derivatives:
Derivative financial instruments (i)	Other current liabilities and other non-current liabilities	$	—	$	57	$	—	$	57

____________________


(i)	See Note 9 — Derivative Financial Instruments for further information on our derivative instruments.

(ii)

Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation



Fair Value Measurements using significant unobservable inputs (Level 3)	December 31, 2016
Balance at December 31, 2015	$	74
Obligations assumed	3
Payments	(11		)
Realized and unrealized losses	(5		)
Foreign exchange	(6		)
Balance at December 31, 2016	$	55

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

The following presents our liabilities not measured at fair value on a recurring basis at December 31, 2016 and 2015:



	December 31, 2016				December 31, 2015
	Carrying Value		Fair Value		Carrying Value		Fair Value
Liabilities:
Current portion of long term debt	$	508	$	513	$	988	$	998
Long-term debt	$	3,357	$	3,504	$	2,278	$	2,394

Retirement Benefits (Tables)

12 Months Ended

Dec. 31, 2016

Compensation and Retirement Disclosure [Abstract]

Schedule of Changes in Projected Benefit Obligations

The following schedules provide information concerning the defined benefit pension plans and PRW plan as of and for the years ended December 31 2016 and 2015:



	2016												2015
	U.S.			U.K.			Other			PRW			U.S.			U.K.			Other			PRW
Change in Benefit Obligation
Benefit obligation, beginning of year	$	976		$	2,881		$	184		$	—		$	1,066		$	3,093		$	186		$	—
Service cost	59			24			19			1			—			33			3			—
Interest cost	137			114			18			3			41			107			3			—
Employee contributions	—			1			—			7			—			1			—			—
Actuarial losses/(gains)	151			852			61			4			(92		)	(97		)	(5		)	—
Curtailment loss	—			—			—			—			—			13			—			—
Settlements	—			(12		)	(61		)	—			—			—			(1		)	—
Benefits paid	(166		)	(130		)	(24		)	(14		)	(39		)	(102		)	(7		)	—
Business combinations	3,012			842			530			112			—			224			24			—
Transfers in	—			—			1			—			—			—			—			—
Foreign currency changes	—			(673		)	4			—			—			(176		)	(19		)	—
Plan amendments	—			—			—			—			—			(215		)	—			—
Benefit obligation, end of year	$	4,169		$	3,899		$	732		$	113		$	976		$	2,881		$	184		$	—
Change in Plan Assets
Fair value of plan assets, beginning of year	$	749		$	3,478		$	158		$	—		$	806		$	3,398		$	171		$	—
Actual return on plan assets	153			782			26			—			(19		)	73			4			—
Employer contributions	91			106			39			7			1			107			10			—
Employee contributions	—			1			—			7			—			1			—			—
Settlements	—			(12		)	(58		)	—			—			—			—			—
Benefits paid	(166		)	(130		)	(24		)	(14		)	(39		)	(102		)	(7		)	—
Business combinations	2,453			906			321			4			—			202			—			—
Transfers in	—			—			1			—			—			—			—			—
Foreign currency adjustment	—			(771		)	4			—			—			(201		)	(20		)	—
Fair value of plan assets, end of year	$	3,280		$	4,360		$	467		$	4		$	749		$	3,478		$	158		$	—
Funded status at end of year	$	(889	)	$	461		$	(265	)	$	(109	)	$	(227	)	$	597		$	(26	)	$	—
Accumulated Benefit Obligation	$	4,169		$	3,899		$	696		$	113		$	975		$	2,881		$	173		$	—
Components on the Consolidated Balance Sheet
Pension benefits assets	$	—		$	478		$	10		$	—		$	—		$	617		$	6		$	—
Current liability for pension benefits	$	(47	)	$	—		$	(7	)	$	(3	)	$	—		$	—		$	—		$	—
Non-current liability for pension benefits	$	(842	)	$	(17	)	$	(268	)	$	(106	)	$	(227	)	$	(20	)	$	(32	)	$	—
	$	(889	)	$	461		$	(265	)	$	(109	)	$	(227	)	$	597		$	(26	)	$	—

Schedule of Amounts Recognized in Other Comprehensive Income (Loss)

Amounts recognized in accumulated other comprehensive loss as of December 31, 2016 and 2015 consist of:



	2016									2015
	U.S.		U.K.			Other		PRW		U.S.		U.K.			Other		PRW
Net actuarial loss	$	603	$	918		$	80	$	4	$	378	$	790		$	25	$	—
Net prior service gain	—		(147		)	—		—		—		(196		)	—		—
Accumulated other comprehensive loss	$	603	$	771		$	80	$	4	$	378	$	594		$	25	$	—

Schedule of Benefit Obligations in Excess of Fair Value of Plan Assets



	2016						2015
	U.S.		U.K.		Other		U.S.		U.K.		Other
Projected benefit obligation at end of year	$	4,169	$	843	$	686	$	976	$	204	$	52
Fair value of plan assets at end of year	$	3,280	$	825	$	411	$	749	$	184	$	19

Schedule of Accumulated Benefit Obligations in Excess of Fair Value of Plan Assets



	2016						2015
	U.S.		U.K.		Other		U.S.		U.K.		Other
Projected benefit obligation at end of year	$	4,169	$	843	$	686	$	976	$	204	$	33
Accumulated benefit obligation at end of year	$	4,169	$	843	$	650	$	975	$	204	$	26
Fair value of plan assets at end of year	$	3,280	$	825	$	411	$	749	$	184	$	4

Schedule of Net Periodic Benefit Cost



	2016											2015											2014
	U.S.			U.K.			Other			PRW		U.S.			U.K.			Other			PRW		U.S.			U.K.			Other			PRW
Components of net periodic benefit (income)/cost:
Service cost	$	59		$	24		$	19		$	1	$	—		$	33		$	3		$	—	$	—		$	41		$	3		$	—
Interest cost	137			114			18			3		41			107			3			—		41			121			6			—
Expected return on plan assets	(240		)	(253		)	(27		)	—		(57		)	(230		)	(3		)	—		(54		)	(213		)	(6		)	—
Amortization of unrecognized prior service credit	—			(19		)	—			—		—			(18		)	—			—		—			(4		)	—			—
Amortization of unrecognized actuarial loss	12			42			—			—		11			36			1			—		6			42			—			—
Settlement	—			—			5			—		—			—			—			—		—			—			—			—
Curtailment gain	—			—			—			—		—			(5		)	—			—		—			—			—			—
Net periodic benefit (income)/cost	$	(32	)	$	(92	)	$	15		$	4	$	(5	)	$	(77	)	$	4		$	—	$	(7	)	$	(13	)	$	3		$	—
Other changes in plan assets and benefit obligations recognized in other comprehensive loss/(income):
Net actuarial loss/(gain)	$	238		$	323		$	62		$	4	$	(16	)	$	59		$	(5	)	$	—	$	174		$	83		$	17		$	—
Amortization of unrecognized actuarial loss	(12		)	(42		)	—			—		(11		)	(36		)	(1		)	—		(6		)	(42		)	—			—
Prior service gain	—			—			—			—		—			(215		)	—			—		—			—			—			—
Amortization of unrecognized prior service credit	—			19			—			—		—			18			—			—		—			4			—			—
Settlement	—			—			(8		)	—		—			—			—			—		—			—			—			—
Curtailment loss/(gain)	—			—			—			—		—			18			—			—		—			(2		)	—			—
Total recognized in other comprehensive loss/(income)	226			300			54			4		(27		)	(156		)	(6		)	—		168			43			17			—
Total recognized in net periodic benefit (income)/cost and other comprehensive loss/(income)	$	194		$	208		$	69		$	8	$	(32	)	$	(233	)	$	(2	)	$	—	$	161		$	30		$	20		$	—

Schedule of Amounts in Accumulated Other Comprehensive Income (Loss) to be Recognized over Next Fiscal Year



	For the Year Ended December 31, 2017
	U.S.		U.K			Other		PRW
Estimated net actuarial loss	$	13	$	51		$	2	$	—
Prior service gain	$	—	$	(17	)	$	—	$	—

Schedule of Assumptions Used

The assumptions used to determine net periodic benefit cost for the fiscal years ended December 31, 2016, 2015 and 2014 were as follows:



	Years ended December 31,
	2016								2015								2014
	U.S.		U.K.		Other		PRW		U.S.		U.K.		Other		PRW		U.S.		U.K.		Other		PRW
Discount rate ⁱ	N/A		N/A		N/A		N/A		3.9	%	3.6	%	2.3	%	—	%	4.8	%	4.4	%	3.7	%	—	%
Discount rate - PBO	4.2	%	3.8	%	3.2	%	4.2	%	N/A		N/A		N/A		—	%	N/A		N/A		N/A		—	%
Discount rate - service cost	3.9	%	3.8	%	3.4	%	4.1	%	N/A		N/A		N/A		—	%	N/A		N/A		N/A		—	%
Discount rate - interest cost on service cost	3.2	%	3.8	%	3.1	%	3.5	%	N/A		N/A		N/A		—	%	N/A		N/A		N/A		—	%
Discount rate - interest cost on PBO	3.4	%	3.4	%	2.8	%	3.3	%	N/A		N/A		N/A		—	%	N/A		N/A		N/A		—	%
Expected long-term rate of return on assets ⁱⁱ	7.6	%	6.2	%	6.1	%	2.0	%	7.3	%	6.5	%	3.3	%	—	%	7.3	%	7.0	%	3.7	%	—	%
Rate of increase in compensation levels	4.3	%	3.2	%	2.3	%	N/A		N/A		2.9	%	2.2	%	—	%	N/A		3.2	%	2.1	%	—	%
Healthcare cost trend
Initial rate							7.0	%							N/A								N/A
Ultimate rate							5.0	%							N/A								N/A
Year reaching ultimate rate							2022								N/A								N/A

____________________


(i)	This discount rate represents the assumption to determine net periodic benefit cost prior to the Company’s use of the granular approach to calculating service and interest cost which began for the 2016 fiscal year.


(ii)	As part of the salary freeze negotiations with the Scheme Trustee, Legacy Willis agreed to the U.K. plan Trustee’s de-risking strategy which will lead to a strategic target asset allocation with a greater weighting to fixed income assets. Consequently, with effect from March 6, 2015, the expected return on assets assumption was reduced by 50 basis points from 7.00% to 6.50%.

The following table presents the assumptions used in the valuation to determine the projected benefit obligation for the fiscal years ended December 31, 2016 and 2015:



	December 31, 2016								December 31, 2015
	U.S.		U.K.		Other		PRW		U.S.		U.K.		Other		PRW
Discount rate	4.0	%	2.6	%	2.7	%	4.0	%	4.2	%	3.8	%	2.4	%	—	%
Rate of increase in compensation levels	4.3	%	3.2	%	2.3	%	N/A		N/A		3.3	%	2.2	%	—	%

Schedule of Allocation of Plan Assets

The Company’s pension plan asset target allocations as of December 31, 2016 were as follows:



	U.S.				U.K.						Canada		Germany		Ireland
Asset Category	Willis		Towers Watson		Willis		Towers Watson		Miller		Towers Watson		Towers Watson		Willis		Towers Watson
Equity securities	50	%	23	%	32	%	13	%	27	%	60	%	36	%	38	%	73	%
Debt securities	50	%	43	%	50	%	60	%	57	%	40	%	60	%	28	%	27	%
Real estate	—	%	6	%	—	%	—	%	—	%	—	%	—	%	3	%	—	%
Other	—	%	28	%	18	%	27	%	16	%	—	%	4	%	31	%	—	%
Total	100	%	100	%	100	%	100	%	100	%	100	%	100	%	100	%	100	%

The fair values of our U.S. plan assets by asset category at December 31, 2016 and 2015 are as follows:



	December 31, 2016								December 31, 2015
	Level 1		Level 2		Level 3		Total		Level 1		Level 2		Level 3		Total
Asset category:
Cash	$	3	$	—	$	—	$	3	$	—	$	—	$	—	$	—
Short-term securities	—		33		—		33		—		—		—		—
Equity securities	253		8		—		260		86		7				93
Government bonds	10		—		—		10		—		—		—		—
Corporate bonds	—		169		—		170		—		—		—		—
Other fixed income	—		19		—		19		—		—		—		—
Pooled / commingled funds	—		—		—		1,665		—		—		—		476
Mutual funds	183		—		—		183		180		—		—		180
Private equity	—		—		—		234		—		—		—		—
Hedge funds	—		—		—		692		—		—		—		—
Total assets	$	449	$	229	$	—	$	3,269	$	266	$	7	$	—	$	749

The fair values of our U.K. plan assets by asset category at December 31, 2016 and 2015 are as follows:



	December 31, 2016								December 31, 2015
	Level 1		Level 2		Level 3		Total		Level 1		Level 2		Level 3		Total
Asset category:
Cash	$	49	$	—	$	—	$	49	$	149	$	2	$	—	$	151
Equity securities	374		8		—		382		737		17		—		754
Government bonds	1,184		—		—		1,184		836		1		—		837
Corporate bonds	—		118		—		118		—		138		—		138
Other fixed income	—		216		—		216		—		—		—		—
Pooled / commingled funds	—		—		—		1,677		—		—		—		820
Mutual funds	—		—		—		11		—		—		—		—
Private equity	—		—		—		40		—		—		—		—
Derivatives	—		73		—		73		—		195		—		195
Real estate	—		—		—		197		—		—		—		146
Hedge funds	—		—		—		426		—		—		—		457
Total assets	$	1,607	$	415	$	—	$	4,373	$	1,722	$	353	$	—	$	3,498

Liability category:
Derivatives	—		14		—		14		—		20		—		20
Net Assets	$	1,607	$	401	$	—	$	4,359	$	1,722	$	333	$	—	$	3,478

The fair values of our Other plan assets by asset category at December 31, 2016 and 2015 are as follows:



	December 31, 2016								December 31, 2015
	Level 1		Level 2		Level 3		Total		Level 1		Level 2		Level 3		Total
Asset category:
Cash	$	17	$	—	$	—	$	17	$	—	$	—	$	—	$	—
Equity securities	—		—		—		—		1		—		—		1
Government bonds	—		—		—		—		29		—		—		29
Corporate bonds	—		—		—		—		4		—		—		4
Pooled / commingled funds	—		—		—		214		—		—		—		—
Mutual funds	—		—		—		224		—		—		—		102
Derivatives	—		—		—		—		—		19		—		19
Insurance contracts	—		—		17		17		—		—		1		1
Real estate	—		—		—		—		—		—		—		2
Total assets	$	17	$	—	$	17	$	472	$	34	$	19	$	1	$	158

Schedule of Net Plan Investments Reconciliation To Total Fair Value Of Plan Assets

The following table reconciles the net plan investments to the total fair value of the plan assets:



	December 31,
	2016		2015
Net assets held in investments	$	8,100	$	4,385
PRW plan assets	3		—
Net receivable for investments purchased	3		—
Dividend and interest receivable	3		—
Fair value of plan assets	$	8,109	$	4,385

Schedule of Effect of Significant Unobservable Inputs, Changes in Plan Assets

The following table sets forth a summary of changes in the fair value of the plans’ Level 3 assets for the fiscal year ended December 31, 2016:



	Level 3 Roll Forward
Beginning balance at December 31, 2015	$	1
Insurance contracts acquired in the Merger	16
Foreign exchange	—
Ending balance at December 31, 2016	$	17

Schedule of Accumulated and Projected Benefit Obligations



	2017 (Projected)		2016 (Actual)		2015 (Actual)
U.S.	$	50	$	50	$	—
U.K.	$	60	$	105	$	102
Other	$	13	$	29	$	6

Schedule of Expected Benefit Payments

Expected benefit payments from our defined benefit pension plans to current plan participants, including the effect of their expected future service, as appropriate, are as follows:



	Benefit Payments
Fiscal Year	U.S.		U.K.		Other		PRW		Total
2017	226		91		27		15		359
2018	223		97		22		16		358
2019	231		101		24		16		372
2020	239		105		25		16		385
2021	244		111		26		16		397
Years 2022 – 2026	1,329		649		162		84		2,224
	$	2,492	$	1,154	$	286	$	163	$	4,095

Supplementary Information for Select Balance Sheet Accounts (Tables)

12 Months Ended

Dec. 31, 2016

Organization, Consolidation and Presentation of Financial Statements [Abstract]

Schedule of Accounts Receivable, Net

Accounts receivable, net consists of the following:



	December 31, 2016		December 31, 2015
Billed, net of provision for doubtful accounts of $40 million and $22 million	$	1,789	$	1,051
Accrued and unbilled, at estimated net realizable value	291		207
Accounts receivable, net	$	2,080	$	1,258

Schedule of Credit Losses for Financing Receivables, Current



	December 31, 2016			December 31, 2015			December 31, 2014
Balance at beginning of year	$	22		$	12		$	13
Additions charged to costs and expenses	36			5			4
Charges to other accounts - acquisitions	8			11			—
Deductions / other movements	(27		)	(7		)	(6		)
Foreign exchange differences	1			1			1
Balance at end of year	$	40		$	22		$	12

Schedule of Prepaid and Other Current Assets

Prepaid and other current assets consist of the following:



	December 31, 2016		December 31, 2015
Prepayments and accrued income	$	131	$	86
Derivatives and investments	32		29
Deferred compensation plan assets	15		20
Retention incentives	7		14
Corporate income and other taxes	97		66
Other current assets	55		40
Total prepaid and other current assets	$	337	$	255

Schedule of Other Non-current Assets

Other non-current assets consist of the following:



	December 31, 2016		December 31, 2015
Prepayments and accrued income	$	15	$	23
Deferred compensation plan assets	111		102
Deferred tax assets	50		76
Accounts receivable, net	27		30
Other investments	30		42
Other non-current assets	120		25
Total other non-current assets	$	353	$	298

Schedule of Other Current Liabilities

Other current liabilities consist of the following:



	December 31, 2016		December 31, 2015
Accounts payable	$	117	$	75
Income and other taxes payable	91		45
Contingent and deferred consideration on acquisition	53		68
Payroll related liabilities	200		82
Derivatives	80		31
Third party commissions	184		177
Other current liabilities	151		125
Total other current liabilities	$	876	$	603

Analysis of Movements on Provisions for Liabilities

Provision for liabilities consists of the following:



	December 31, 2016		December 31, 2015
Claims, lawsuits and other proceedings	$	456	$	205
Other provisions	119		90
Total provision for liabilities	$	575	$	295

Schedule of Other Non-Current Liabilities

Other non-current liabilities consist of the following:



	December 31, 2016		December 31, 2015
Incentives from lessors	$	133	$	175
Deferred compensation plan liability	111		102
Contingent and deferred consideration on acquisitions	89		156
Derivatives	51		27
Other non-current liabilities	148		73
Total other non-current liabilities	$	532	$	533

Other Expense/(Income), Net (Tables)

12 Months Ended

Dec. 31, 2016

Other Income and Expenses [Abstract]

Schedule of Other Nonoperating Expense/(Income)

Other expense/(income), net consists of the following:



	Years ended December 31,
	2016			2015			2014
Gain on disposal of operations	$	(2	)	$	(25	)	$	(12	)
Gain on remeasurement of equity interests ⁽ⁱ⁾	—			(59		)	—
Impact of Venezuelan currency devaluation ⁽ⁱⁱ⁾	—			30			14
Foreign exchange loss/(gain)	29			(1		)	(8		)
Other expense/(income), net	$	27		$	(55	)	$	(6	)

____________________

(i)

(ii)

Accumulated Other Comprehensive Loss (Tables)

12 Months Ended

Dec. 31, 2016

Equity [Abstract]

Comprehensive Income (Loss)

The components of other comprehensive income/(loss) are as follows:



	December 31, 2016								December 31, 2015									December 31, 2014
	Before tax amount			Tax		Net of tax amount			Before tax amount			Tax			Net of tax amount			Before tax amount			Tax		Net of tax amount
Other comprehensive income/(loss):
Foreign currency translation	$	(353	)	$	—	$	(353	)	$	(133	)	$	—		$	(133	)	$	(183	)	$	—	$	(183	)
Defined pension and post-retirement benefits	(553		)	114		(439		)	233			(53		)	180			(179		)	—		(179		)
Derivative instruments	(87		)	12		(75		)	(35		)	7			(28		)	(21		)	4		(17		)
Other comprehensive income/(loss)	(993		)	126		(867		)	65			(46		)	19			(383		)	4		(379		)
Less: Other comprehensive loss attributable to noncontrolling interests	20			—		20			10			—			10			6			—		6
Other comprehensive income/(loss) attributable to Willis Towers Watson	$	(973	)	$	126	$	(847	)	$	75		$	(46	)	$	29		$	(377	)	$	4	$	(373	)

Schedule of Accumulated Other Comprehensive Income (Loss)

The components of accumulated other comprehensive loss, net of tax, are as follows:



	Foreign currency translation ⁽ⁱ⁾			Derivative instruments ⁽ⁱ⁾			Defined pension and post-retirement benefits ⁽ⁱⁱ⁾			Total
Balance, January 1, 2014	$	(14	)	$	35		$	(714	)	$	(693	)
Other comprehensive income/(loss) before reclassifications	(177		)	(25		)	(216		)	(418		)
Amounts reclassified from accumulated other comprehensive income	—			8			37			45
Net current year other comprehensive income/(loss), net of tax and noncontrolling interests	(177		)	(17		)	(179		)	(373		)
Balance, December 31, 2014	$	(191	)	$	18		$	(893	)	$	(1,066	)
Other comprehensive income/(loss) before reclassifications	(123		)	(31		)	158			4
Amounts reclassified from accumulated other comprehensive income	—			3			22			25
Net current year other comprehensive income/(loss), net of tax and noncontrolling interests	(123		)	(28		)	180			29
Balance, December 31, 2015	$	(314	)	$	(10	)	$	(713	)	$	(1,037	)
Other comprehensive income/(loss) before reclassifications	(336		)	(110		)	(483		)	(929		)
Amounts reclassified from accumulated other comprehensive income	—			38			44			82
Net current year other comprehensive income/(loss), net of tax and noncontrolling interests	(336		)	(72		)	(439		)	(847		)
Balance, December 31, 2016	$	(650	)	$	(82	)	$	(1,152	)	$	(1,884	)

____________________


(i)	Reclassification adjustments from accumulated other comprehensive income are included in Other expense/(income), net of foreign currency translation and gains and losses on cash flow hedges. See Note 9 — 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 12 — Retirement Benefits) which is included in Salaries and benefits in the accompanying consolidated statements of operations.

Share-Based Compensation (Tables)

12 Months Ended

Dec. 31, 2016

Disclosure of Compensation Related Costs, Share-based Payments [Abstract]

Schedule of Assumptions Used on Options

The assumptions noted in the table below represent the weighted-average of each assumption for each grant during the year.



	2016
Expected volatility	20.3	%
Expected dividend yield	—	%
Risk-free interest rate	0.8	%
Term of award (years)	2.6



	Years ended December 31,
	2016		2015		2014
Expected volatility	21.0	%	17.4	%	18.7	%
Expected dividends	1.5	%	2.7	%	2.8	%
Expected life (years)	3		4		4
Risk-free interest rate	0.7	%	1.5	%	1.3	%

Schedule of Share-based Compensation, Stock Options, Activity

A summary of option activity under the plans at December 31, 2016, and changes during the year then ended is presented below:



			Weighted Average Exercise		Weighted Average Remaining Contractual	Aggregate Intrinsic
	Options ⁽ⁱⁱ⁾		Price⁽ⁱ⁾		Term	Value
Time-based stock options
Balance as of December 31, 2015	1,598		$	100.99
Acquired	72		$	18.26
Granted	71		$	111.88
Exercised	(459	)	$	90.65
Forfeited	(49	)	$	100.38
Expired	(32	)	$	83.40
Balance as of December 31, 2016	1,201		$	101.11	4 years	$	25
Options vested or expected to vest at December 31, 2016	1,197		$	101.13	4 years	$	10
Options exercisable at December 31, 2016	851		$	100.46	5 years	$	8
Performance-based stock options
Balance as of December 31, 2015	617		$	88.65
Acquired	520		$	110.69
Exercised	(236	)	$	85.97
Forfeited	(18	)	$	109.43
Balance as of December 31, 2016	883		$	101.95	4 years	$	19
Options vested or expected to vest at December 31, 2016	883		$	102.03	4 years	$	6
Options exercisable at December 31, 2016	432		$	92.79	2 years	$	1

____________________


(i)	Certain options are exercisable in Pounds sterling and are converted to dollars using the exchange rate at December 31, 2016.


(ii)	The number of options outstanding and other per share data have been retroactively adjusted to reflect the reverse stock split on January 4, 2016. See Note 3 — Merger and Acquisitions for further details.

Schedule of Share-based Compensation, Restricted Stock Units Award Activity

A summary of time-based and performance-based restricted stock unit activity under the Plans at December 31, 2016, and changes during the year then ended, is presented below:



	Shares ⁽ⁱ⁾		Weighted Average Grant Date
	(thousands)		Fair Value
Nonvested shares (time-based restricted stock units)
Balance, beginning of year	666		$	116.58
Acquired	220		$	124.98
Granted	44		$	121.97
Vested	(460	)	$	118.85
Forfeited	(33	)	$	116.33
Balance, end of year	437		$	118.98
Nonvested shares (performance-based restricted stock units)
Balance, beginning of year	662		$	116.06
Acquired	235		$	124.98
Granted	592		$	124.66
Vested	(259	)	$	118.39
Forfeited	(30	)	$	106.61
Balance, end of year	1,200		$	121.78

____________________


(i)	The number of nonvested shares outstanding and other per share data have been retroactively adjusted to reflect the reverse stock split on January 4, 2016. See Note 3 — Merger and Acquisitions for further details.

Earnings Per Share (Tables)

12 Months Ended

Dec. 31, 2016

Earnings Per Share [Abstract]

Schedule of Basic and Diluted Earnings Per Share

Basic and diluted earnings per share are as follows:



	Years ended December 31,
	2016			2015⁽ⁱ⁾			2014⁽ⁱ⁾
Net income attributable to Willis Towers Watson	$	420		$	373		$	362

Basic weighted average number of shares outstanding	137			68			67
Dilutive effect of potentially issuable shares	1			1			1
Diluted weighted average number of shares outstanding	138			69			68

Basic earnings per share	$	3.07		$	5.49		$	5.40
Dilutive effect of potentially issuable shares	(0.03		)	(0.08		)	(0.08		)
Diluted earnings per share	$	3.04		$	5.41		$	5.32

____________________


(i)	Shares outstanding, potentially issuable shares, basic and diluted earnings per share, and the dilutive effect of potentially issuable shares, for the year ended December 31, 2014 and 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.

Quarterly Financial Data (Unaudited) (Tables)

12 Months Ended

Dec. 31, 2016

Quarterly Financial Information Disclosure [Abstract]

Quarterly financial data

Quarterly financial data for 2016 and 2015 were as follows:



	Three Months Ended
	March 31,		June 30,		September 30,			December 31,
2016
Total revenues	$	2,234	$	1,949	$	1,777		$	1,927
Total costs of providing services	$	1,908	$	1,813	$	1,776		$	1,839
Income from operations	$	326	$	136	$	1		$	88
Net income/(loss)	$	245	$	76	$	(31	)	$	148
Net income/(loss) attributable to Willis Towers Watson	$	238	$	72	$	(32	)	$	142
Earnings/(loss) per share
— Basic	$	1.76	$	0.52	$	(0.23	)	$	1.04
— Diluted	$	1.75	$	0.51	$	(0.23	)	$	1.03
2015
Total revenues	$	1,087	$	922	$	846		$	974
Total costs of providing services	$	794	$	817	$	819		$	972
Income from operations	$	293	$	105	$	27		$	2
Net income/(loss)	$	214	$	72	$	116		$	(18	)
Net income/(loss) attributable to Willis Towers Watson	$	210	$	70	$	117		$	(24	)
Earnings/(loss) per share
— Basic	$	3.09	$	1.03	$	1.72		$	(0.35	)
— Diluted	$	3.04	$	1.01	$	1.70		$	(0.35	)

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

12 Months Ended

Dec. 31, 2016

Condensed Financial Information of Parent Company Only Disclosure [Abstract]

Unaudited Condensed Consolidated Statement of Operations

Condensed Consolidated Statement of Operations



	Year ended December 31, 2014
	Willis Towers Watson			The Other Guarantors			The Issuer			Other			Consolidating adjustments			Consolidated
Revenues
Commissions and fees	$	—		$	—		$	8		$	3,759		$	—		$	3,767
Interest and other income	—			—			—			35			—			35
Total revenues	—			—			8			3,794			—			3,802
Costs of providing services
Salaries and benefits	1			—			81			2,232			—			2,314
Other operating expenses	16			95			38			510			—			659
Depreciation	—			4			17			71			—			92
Amortization	—			—			—			54			—			54
Restructuring costs	—			11			3			22			—			36
Total costs of providing services	17			110			139			2,889			—			3,155
(Loss) Income from operations	(17		)	(110		)	(131		)	905			—			647
Income from Group undertakings	—			(221		)	(313		)	(102		)	636			—
Expenses due to Group undertakings	—			33			179			424			(636		)	—
Interest expense	43			35			45			12			—			135
Other expense/(income), net	15			220			—			(11		)	(230		)	(6		)
(LOSS) INCOME FROM CONTINUING OPERATIONS BEFORE INCOME TAXES AND INTEREST IN EARNINGS OF ASSOCIATES	(75		)	(177		)	(42		)	582			230			518
(Benefit from)/provision for income taxes	—			(25		)	(24		)	208			—			159
(LOSS) INCOME FROM CONTINUING OPERATIONS BEFORE INTEREST IN EARNINGS OF ASSOCIATES	(75		)	(152		)	(18		)	374			230			359
Interest in earnings/(loss) of associates, net of tax	—			10			—			4			—			14
Equity account for subsidiaries	437			570			76			—			(1,083		)	—
NET INCOME	362			428			58			378			(853		)	373
Income attributable to noncontrolling interests	—			—			—			(11		)	—			(11		)
NET INCOME ATTRIBUTABLE TO WILLIS TOWERS WATSON	$	362		$	428		$	58		$	367		$	(853	)	$	362

Condensed Consolidated Statement of Operations



	Year ended December 31, 2016
	Willis Towers Watson			The Other Guarantors			The Issuer			Other			Consolidating adjustments			Consolidated
Revenues
Commissions and fees	$	—		$	—		$	19		$	7,759		$	—		$	7,778
Interest and other income	—			2			—			107			—			109
Total revenues	—			2			19			7,866			—			7,887
Costs of providing services
Salaries and benefits	2			1			15			4,628			—			4,646
Other operating expenses	3			112			88			1,348			—			1,551
Depreciation	—			5			14			159			—			178
Amortization	—			—			—			591			—			591
Restructuring costs	—			29			39			125			—			193
Transaction and integration expenses	1			16			26			134			—			177
Total costs of providing services	6			163			182			6,985			—			7,336
(Loss) Income from operations	(6		)	(161		)	(163		)	881			—			551
Income from Group undertakings	(3		)	(500		)	(287		)	(136		)	926			—
Expenses due to Group undertakings	3			74			178			671			(926		)	—
Interest expense	32			89			39			24			—			184
Other (income)/expense, net	—			(2		)	—			29			—			27
(LOSS) INCOME FROM CONTINUING OPERATIONS BEFORE INCOME TAXES AND INTEREST IN EARNINGS OF ASSOCIATES	(38		)	178			(93		)	293			—			340
(Benefit from)/provision for income taxes	—			(36		)	(86		)	26			—			(96		)
(LOSS) INCOME FROM CONTINUING OPERATIONS BEFORE INTEREST IN EARNINGS OF ASSOCIATES	(38		)	214			(7		)	267			—			436
Interest in earnings of associates, net of tax	—			—			—			2			—			2
Equity account for subsidiaries	458			234			157			—			(849		)	—
NET INCOME	420			448			150			269			(849		)	438
Income attributable to noncontrolling interests	—			—			—			(18		)	—			(18		)
NET INCOME ATTRIBUTABLE TO WILLIS TOWERS WATSON	$	420		$	448		$	150		$	251		$	(849	)	$	420

Condensed Consolidated Statement of Operations



	Year ended December 31, 2015
	Willis Towers Watson			The Other Guarantors			The Issuer			Other			Consolidating adjustments			Consolidated
Revenues
Commissions and fees	$	—		$	—		$	11		$	3,798		$	—		$	3,809
Interest and other income	—			1			—			19			—			20
Total revenues	—			1			11			3,817			—			3,829
Costs of providing services
Salaries and benefits	1			—			77			2,225			—			2,303
Other operating expenses	8			100			1			609			—			718
Depreciation	—			6			16			73			—			95
Amortization	—			—			—			76			—			76
Restructuring costs	—			28			13			85			—			126
Transaction and integration expenses	4			14			—			66			—			84
Total costs of providing services	13			148			107			3,134			—			3,402
(Loss) Income from operations	(13		)	(147		)	(96		)	683			—			427
Income from Group undertakings	—			(225		)	(236		)	(110		)	571			—
Expenses due to Group undertakings	—			31			189			351			(571		)	—
Interest expense	43			39			42			18			—			142
Other expense/(income), net	10			(42		)	—			(23		)	—			(55		)
(LOSS) INCOME FROM CONTINUING OPERATIONS BEFORE INCOME TAXES AND INTEREST IN EARNINGS OF ASSOCIATES	(66		)	50			(91		)	447			—			340
(Benefit from)/provision for income taxes	—			(29		)	(17		)	13			—			(33		)
(LOSS) INCOME FROM CONTINUING OPERATIONS BEFORE INTEREST IN EARNINGS OF ASSOCIATES	(66		)	79			(74		)	434			—			373
Interest in earnings of associates, net of tax	—			9			—			2			—			11
Equity account for subsidiaries	439			347			106			—			(892		)	—
NET INCOME	373			435			32			436			(892		)	384
Income attributable to noncontrolling interests	—			—			—			(11		)	—			(11		)
NET INCOME ATTRIBUTABLE TO WILLIS TOWERS WATSON	$	373		$	435		$	32		$	425		$	(892	)	$	373

Condensed Consolidated Statement of Operations



	Year ended December 31, 2015
	Willis Towers Watson — the Parent Issuer			The Guarantors			Other			Consolidating adjustments			Consolidated
Revenues
Commissions and fees	$	—		$	11		$	3,798		$	—		$	3,809
Interest and other income	—			1			19			—			20
Total revenues	—			12			3,817			—			3,829
Costs of providing services
Salaries and benefits	1			77			2,225			—			2,303
Other operating expenses	8			101			609			—			718
Depreciation	—			22			73			—			95
Amortization	—			—			76			—			76
Restructuring costs	—			41			85			—			126
Transaction and integration expenses	4			14			66			—			84
Total costs of providing services	13			255			3,134			—			3,402
(Loss) Income from operations	(13		)	(243		)	683			—			427
Income from Group undertakings	—			(350		)	(110		)	460			—
Expenses due to Group undertakings	—			109			351			(460		)	—
Interest expense	43			81			18			—			142
Other expense/(income), net	10			(42		)	(23		)	—			(55		)
(LOSS) INCOME FROM CONTINUING OPERATIONS BEFORE INCOME TAXES AND INTEREST IN EARNINGS OF ASSOCIATES	(66		)	(41		)	447			—			340
(Benefit from)/provision for income taxes	—			(46		)	13			—			(33		)
(LOSS) INCOME FROM CONTINUING OPERATIONS BEFORE INTEREST IN EARNINGS OF ASSOCIATES	(66		)	5			434			—			373
Interest in earnings of associates, net of tax	—			9			2			—			11
Equity account for subsidiaries	439			421			—			(860		)	—
NET INCOME	373			435			436			(860		)	384
Income attributable to noncontrolling interests	—			—			(11		)	—			(11		)
NET INCOME ATTRIBUTABLE TO WILLIS TOWERS WATSON	$	373		$	435		$	425		$	(860	)	$	373

Condensed Consolidated Statement of Operations



	Year ended December 31, 2014
	Willis Towers Watson — the Parent Issuer			The Guarantors			Other			Consolidating adjustments			Consolidated
Revenues
Commissions and fees	$	—		$	8		$	3,759		$	—		$	3,767
Interest and other income	—			—			35			—			35
Total revenues	—			8			3,794			—			3,802
Costs of providing services
Salaries and benefits	1			81			2,232			—			2,314
Other operating expenses	16			133			510			—			659
Depreciation	—			21			71			—			92
Amortization	—			—			54			—			54
Restructuring costs	—			14			22			—			36
Total costs of providing services	17			249			2,889			—			3,155
(Loss) Income from operations	(17		)	(241		)	905			—			647
Income from Group undertakings	—			(424		)	(102		)	526			—
Expenses due to Group undertakings	—			102			424			(526		)	—
Interest expense	43			80			12			—			135
Other expense/(income), net	15			220			(11		)	(230		)	(6		)
(LOSS) INCOME FROM CONTINUING OPERATIONS BEFORE INCOME TAXES AND INTEREST IN EARNINGS OF ASSOCIATES	(75		)	(219		)	582			230			518
(Benefit from)/provision for income taxes	—			(49		)	208			—			159
(LOSS) INCOME FROM CONTINUING OPERATIONS BEFORE INTEREST IN EARNINGS OF ASSOCIATES	(75		)	(170		)	374			230			359
Interest in earnings of associates, net of tax	—			10			4			—			14
Equity account for subsidiaries	437			588			—			(1,025		)	—
NET INCOME	362			428			378			(795		)	373
Income attributable to noncontrolling interests	—			—			(11		)	—			(11		)
NET INCOME ATTRIBUTABLE TO WILLIS TOWERS WATSON	$	362		$	428		$	367		$	(795	)	$	362

Condensed Consolidated Statement of Operations



	Year ended December 31, 2016
	Willis Towers Watson — the Parent Issuer			The Guarantors			Other			Consolidating adjustments			Consolidated
Revenues
Commissions and fees	$	—		$	19		$	7,759		$	—		$	7,778
Interest and other income	—			2			107			—			109
Total revenues	—			21			7,866			—			7,887
Costs of providing services
Salaries and benefits	2			16			4,628			—			4,646
Other operating expenses	3			200			1,348			—			1,551
Depreciation	—			19			159			—			178
Amortization	—			—			591			—			591
Restructuring costs	—			68			125			—			193
Transaction and integration expenses	1			42			134			—			177
Total costs of providing services	6			345			6,985			—			7,336
(Loss) Income from operations	(6		)	(324		)	881			—			551
Income from Group undertakings	(3		)	(672		)	(136		)	811			—
Expenses due to Group undertakings	3			137			671			(811		)	—
Interest expense	32			128			24			—			184
Other (income)/expense, net	—			(2		)	29			—			27
(LOSS) INCOME FROM CONTINUING OPERATIONS BEFORE INCOME TAXES AND INTEREST IN EARNINGS OF ASSOCIATES	(38		)	85			293			—			340
(Benefit from)/provision for income taxes	—			(122		)	26			—			(96		)
(LOSS) INCOME FROM CONTINUING OPERATIONS BEFORE INTEREST IN EARNINGS OF ASSOCIATES	(38		)	207			267			—			436
Interest in earnings of associates, net of tax	—			—			2			—			2
Equity account for subsidiaries	458			241			—			(699		)	—
NET INCOME	420			448			269			(699		)	438
Income attributable to noncontrolling interests	—			—			(18		)	—			(18		)
NET INCOME ATTRIBUTABLE TO WILLIS TOWERS WATSON	$	420		$	448		$	251		$	(699	)	$	420

Condensed Consolidated Statement of Operations



	Year ended December 31, 2015
	Willis Towers Watson			The Other Guarantors			The Issuer			Other			Consolidating adjustments			Consolidated
Revenues
Commissions and fees	$	—		$	11		$	—		$	3,798		$	—		$	3,809
Interest and other income	—			1			—			19			—			20
Total revenues	—			12			—			3,817			—			3,829
Costs of providing services
Salaries and benefits	1			77			—			2,225			—			2,303
Other operating expenses	8			101			—			609			—			718
Depreciation	—			22			—			73			—			95
Amortization	—			—			—			76			—			76
Restructuring costs	—			41			—			85			—			126
Transaction and integration expenses	4			14			—			66			—			84
Total costs of providing services	13			255			—			3,134			—			3,402
(Loss) Income from operations	(13		)	(243		)	—			683			—			427
Income from Group undertakings	—			(374		)	(93		)	(110		)	577			—
Expenses due to Group undertakings	—			200			26			351			(577		)	—
Interest expense	43			41			40			18			—			142
Other expense/(income), net	10			(42		)	—			(23		)	—			(55		)
(LOSS) INCOME FROM CONTINUING OPERATIONS BEFORE INCOME TAXES AND INTEREST IN EARNINGS OF ASSOCIATES	(66		)	(68		)	27			447			—			340
(Benefit from)/provision for income taxes	—			(51		)	5			13			—			(33		)
(LOSS) INCOME FROM CONTINUING OPERATIONS BEFORE INTEREST IN EARNINGS OF ASSOCIATES	(66		)	(17		)	22			434			—			373
Interest in earnings of associates, net of tax	—			9			—			2			—			11
Equity account for subsidiaries	439			443			337			—			(1,219		)	—
NET INCOME	373			435			359			436			(1,219		)	384
Income attributable to noncontrolling interests	—			—			—			(11		)	—			(11		)
NET INCOME ATTRIBUTABLE TO WILLIS TOWERS WATSON	$	373		$	435		$	359		$	425		$	(1,219	)	$	373

Condensed Consolidated Statement of Operations



	Year ended December 31, 2014
	Willis Towers Watson			The Other Guarantors			The Issuer			Other			Consolidating adjustments			Consolidated
Revenues
Commissions and fees	$	—		$	8		$	—		$	3,759		$	—		$	3,767
Interest and other income	—			—			—			35			—			35
Total revenues	—			8			—			3,794			—			3,802
Costs of providing services
Salaries and benefits	1			81			—			2,232			—			2,314
Other operating expenses	16			133			—			510			—			659
Depreciation	—			21			—			71			—			92
Amortization	—			—			—			54			—			54
Restructuring costs	—			14			—			22			—			36
Total costs of providing services	17			249			—			2,889			—			3,155
(Loss) Income from operations	(17		)	(241		)	—			905			—			647
Income from Group undertakings	—			(450		)	(91		)	(102		)	643			—
Expenses due to Group undertakings	—			190			29			424			(643		)	—
Interest expense	43			44			36			12			—			135
Other expense/(income), net	15			220			—			(11		)	(230		)	(6		)
(LOSS) INCOME FROM CONTINUING OPERATIONS BEFORE INCOME TAXES AND INTEREST IN EARNINGS OF ASSOCIATES	(75		)	(245		)	26			582			230			518
(Benefit from)/provision for income taxes	—			(54		)	5			208			—			159
(LOSS) INCOME FROM CONTINUING OPERATIONS BEFORE INTEREST IN EARNINGS OF ASSOCIATES	(75		)	(191		)	21			374			230			359
Interest in earnings of associates, net of tax	—			10			—			4			—			14
Equity account for subsidiaries	437			609			314			—			(1,360		)	—
NET INCOME	362			428			335			378			(1,130		)	373
Income attributable to noncontrolling interests	—			—			—			(11		)	—			(11		)
NET INCOME ATTRIBUTABLE TO WILLIS TOWERS WATSON	$	362		$	428		$	335		$	367		$	(1,130	)	$	362

Condensed Consolidated Statement of Operations



	Year ended December 31, 2016
	Willis Towers Watson			The Other Guarantors			The Issuer			Other			Consolidating adjustments			Consolidated
Revenues
Commissions and fees	$	—		$	19		$	—		$	7,759		$	—		$	7,778
Interest and other income	—			2			—			107			—			109
Total revenues	—			21			—			7,866			—			7,887
Costs of providing services
Salaries and benefits	2			16			—			4,628			—			4,646
Other operating expenses	3			200			—			1,348			—			1,551
Depreciation	—			19			—			159			—			178
Amortization	—			—			—			591			—			591
Restructuring costs	—			68			—			125			—			193
Transaction and integration expenses	1			42			—			134			—			177
Total costs of providing services	6			345			—			6,985			—			7,336
(Loss) Income from operations	(6		)	(324		)	—			881			—			551
Income from Group undertakings	(3		)	(657		)	(132		)	(136		)	928			—
Expenses due to Group undertakings	3			228			26			671			(928		)	—
Interest expense	32			38			90			24			—			184
Other (income)/expense, net	—			(2		)	—			29			—			27
(LOSS) INCOME FROM CONTINUING OPERATIONS BEFORE INCOME TAXES AND INTEREST IN EARNINGS OF ASSOCIATES	(38		)	69			16			293			—			340
(Benefit from)/provision for income taxes	—			(125		)	3			26			—			(96		)
(LOSS) INCOME FROM CONTINUING OPERATIONS BEFORE INTEREST IN EARNINGS OF ASSOCIATES	(38		)	194			13			267			—			436
Interest in earnings of associates, net of tax	—			—			—			2			—			2
Equity account for subsidiaries	458			254			151			—			(863		)	—
NET INCOME	420			448			164			269			(863		)	438
Income attributable to noncontrolling interests	—			—			—			(18		)	—			(18		)
NET INCOME (LOSS) ATTRIBUTABLE TO WILLIS TOWERS WATSON	$	420		$	448		$	164		$	251		$	(863	)	$	420

Unaudited Condensed Consolidated Statement of Comprehensive Income

Condensed Consolidated Statement of Comprehensive Income/(Loss)



	Year ended December 31, 2016
	Willis Towers Watson			The Other Guarantors			The Issuer			Other			Consolidating adjustments		Consolidated
Comprehensive (loss)/income before noncontrolling interests	$	(427	)	$	(380	)	$	(266	)	$	(550	)	$	1,194	$	(429	)
Less: Comprehensive loss attributable to noncontrolling interests	—			—			—			2			—		2
Comprehensive (loss)/income attributable to Willis Towers Watson	$	(427	)	$	(380	)	$	(266	)	$	(548	)	$	1,194	$	(427	)

Condensed Consolidated Statement of Comprehensive Income/(Loss)



	Year ended December 31, 2014
	Willis Towers Watson			The Other Guarantors		The Issuer			Other			Consolidating adjustments			Consolidated
Comprehensive (loss)/income before noncontrolling interests	$	(11	)	$	69	$	(110	)	$	49		$	(3	)	$	(6	)
Less: Comprehensive income attributable to noncontrolling interests	—			—		—			(5		)	—			(5		)
Comprehensive (loss)/income attributable to Willis Towers Watson	$	(11	)	$	69	$	(110	)	$	44		$	(3	)	$	(11	)

Condensed Consolidated Statement of Comprehensive Income/(Loss)



	Year ended December 31, 2015
	Willis Towers Watson		The Other Guarantors		The Issuer		Other			Consolidating adjustments			Consolidated
Comprehensive income/(loss) before noncontrolling interests	$	402	$	462	$	49	$	455		$	(965	)	$	403
Less: Comprehensive income attributable to noncontrolling interests	—		—		—		(1		)	—			(1		)
Comprehensive income/(loss) attributable to Willis Towers Watson	$	402	$	462	$	49	$	454		$	(965	)	$	402

Condensed Consolidated Statement of Comprehensive Income/(Loss)



	Year ended December 31, 2014
	Willis Towers Watson — the Parent Issuer			The Guarantors		Other			Consolidating adjustments			Consolidated
Comprehensive (loss)/income before noncontrolling interests	$	(11	)	$	69	$	49		$	(113	)	$	(6	)
Less: Comprehensive income attributable to noncontrolling interests	—			—		(5		)	—			(5		)
Comprehensive (loss)/income attributable to Willis Towers Watson	$	(11	)	$	69	$	44		$	(113	)	$	(11	)

Condensed Consolidated Statement of Comprehensive Income/(Loss)



	Year ended December 31, 2015
	Willis Towers Watson — the Parent Issuer		The Guarantors		Other			Consolidating adjustments			Consolidated
Comprehensive income/(loss) before noncontrolling interests	$	402	$	462	$	455		$	(916	)	$	403
Less: Comprehensive income attributable to noncontrolling interests	—		—		(1		)	—			(1		)
Comprehensive income/(loss) attributable to Willis Towers Watson	$	402	$	462	$	454		$	(916	)	$	402

Condensed Consolidated Statement of Comprehensive Income/(Loss)



	Year ended December 31, 2016
	Willis Towers Watson — the Parent Issuer			The Guarantors			Other			Consolidating adjustments		Consolidated
Comprehensive (loss)/income before noncontrolling interests	$	(427	)	$	(380	)	$	(550	)	$	928	$	(429	)
Less: Comprehensive loss attributable to noncontrolling interests	—			—			2			—		2
Comprehensive (loss)/income attributable to Willis Towers Watson	$	(427	)	$	(380	)	$	(548	)	$	928	$	(427	)

Condensed Consolidated Statement of Comprehensive Income/(Loss)



	Year ended December 31, 2016
	Willis Towers Watson			The Other Guarantors			The Issuer			Other			Consolidating adjustments		Consolidated
Comprehensive (loss)/income before noncontrolling interests	$	(427	)	$	(379	)	$	(656	)	$	(550	)	$	1,583	$	(429	)
Less: Comprehensive loss attributable to noncontrolling interests	—			—			—			2			—		2
Comprehensive (loss)/income attributable to Willis Towers Watson	$	(427	)	$	(379	)	$	(656	)	$	(548	)	$	1,583	$	(427	)

Condensed Consolidated Statement of Comprehensive Income/(Loss)



	Year ended December 31, 2014
	Willis Towers Watson			The Other Guarantors		The Issuer			Other			Consolidating adjustments			Consolidated
Comprehensive (loss)/income before noncontrolling interests	$	(11	)	$	69	$	(5	)	$	49		$	(108	)	$	(6	)
Less: Comprehensive income attributable to noncontrolling interests	—			—		—			(5		)	—			(5		)
Comprehensive (loss)/income attributable to Willis Towers Watson	$	(11	)	$	69	$	(5	)	$	44		$	(108	)	$	(11	)

Condensed Consolidated Statement of Comprehensive Income/(Loss)



	Year ended December 31, 2015
	Willis Towers Watson		The Other Guarantors		The Issuer		Other			Consolidating adjustments			Consolidated
Comprehensive income/(loss) before noncontrolling interests	$	402	$	462	$	400	$	455		$	(1,316	)	$	403
Less: Comprehensive income attributable to noncontrolling interests	—		—		—		(1		)	—			(1		)
Comprehensive income/(loss) attributable to Willis Towers Watson	$	402	$	462	$	400	$	454		$	(1,316	)	$	402

Unaudited Condensed Consolidated Balance Sheet

Condensed Consolidated Balance Sheet



	As of December 31, 2016
	Willis Towers Watson		The Other Guarantors		The Issuer		Other		Consolidating adjustments			Consolidated
ASSETS
Cash and cash equivalents	$	—	$	—	$	—	$	870	$	—		$	870
Fiduciary assets	—		—		—		10,505		—			10,505
Accounts receivable, net	—		—		7		2,073		—			2,080
Prepaid and other current assets	—		49		23		324		(59		)	337
Amounts due from group undertakings	7,229		1,706		1,190		2,370		(12,495		)	—
Total current assets	7,229		1,755		1,220		16,142		(12,554		)	13,792
Investments in subsidiaries	3,409		7,733		5,480		—		(16,622		)	—
Fixed assets, net	—		34		—		805		—			839
Goodwill	—		—		—		10,413		—			10,413
Other intangible assets, net	—		64		—		4,368		(64		)	4,368
Pension benefits assets	—		—		—		488		—			488
Other non-current assets	—		10		80		310		(47		)	353
Non-current amounts due from group undertakings	—		4,655		836		—		(5,491		)	—
Total non-current assets	3,409		12,496		6,396		16,384		(22,224		)	16,461
TOTAL ASSETS	$	10,638	$	14,251	$	7,616	$	32,526	$	(34,778	)	$	30,253
LIABILITIES AND EQUITY
Fiduciary liabilities	$	—	$	—	$	—	$	10,505	$	—		$	10,505
Deferred revenue and accrued expenses	—		15		27		1,488		(49		)	1,481
Short-term debt and current portion of long-term debt	—		22		394		92		—			508
Other current liabilities	77		94		23		684		(2		)	876
Amounts due to group undertakings	—		8,323		2,075		2,097		(12,495		)	—
Total current liabilities	77		8,454		2,519		14,866		(12,546		)	13,370
Long-term debt	496		2,506		186		169		—			3,357
Liability for pension benefits	—		—		—		1,321		—			1,321
Deferred tax liabilities	—		—		—		1,013		(149		)	864
Provision for liabilities	—		—		120		455		—			575
Other non-current liabilities	—		48		15		483		(14		)	532
Non-current amounts due to group undertakings	—		—		518		4,973		(5,491		)	—
Total non-current liabilities	496		2,554		839		8,414		(5,654		)	6,649
TOTAL LIABILITIES	573		11,008		3,358		23,280		(18,200		)	20,019
REDEEMABLE NONCONTROLLING INTEREST	—		—		—		51		—			51
EQUITY
Total Willis Towers Watson shareholders’ equity	10,065		3,243		4,258		9,077		(16,578		)	10,065
Noncontrolling interests	—		—		—		118		—			118
Total equity	10,065		3,243		4,258		9,195		(16,578		)	10,183
TOTAL LIABILITIES AND EQUITY	$	10,638	$	14,251	$	7,616	$	32,526	$	(34,778	)	$	30,253

Condensed 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

Condensed Consolidated Balance Sheet



	As of December 31, 2016
	Willis Towers Watson — the Parent Issuer		The Guarantors		Other		Consolidating adjustments			Consolidated
ASSETS
Cash and cash equivalents	$	—	$	—	$	870	$	—		$	870
Fiduciary assets	—		—		10,505		—			10,505
Accounts receivable, net	—		7		2,073		—			2,080
Prepaid and other current assets	—		72		324		(59		)	337
Amounts due from group undertakings	7,229		1,648		2,370		(11,247		)	—
Total current assets	7,229		1,727		16,142		(11,306		)	13,792
Investments in subsidiaries	3,409		8,955		—		(12,364		)	—
Fixed assets, net	—		34		805		—			839
Goodwill	—		—		10,413		—			10,413
Other intangible assets, net	—		64		4,368		(64		)	4,368
Pension benefits assets	—		—		488		—			488
Other non-current assets	—		90		310		(47		)	353
Non-current amounts due from group undertakings	—		4,973		—		(4,973		)	—
Total non-current assets	3,409		14,116		16,384		(17,448		)	16,461
TOTAL ASSETS	$	10,638	$	15,843	$	32,526	$	(28,754	)	$	30,253
LIABILITIES AND EQUITY
Fiduciary liabilities	$	—	$	—	$	10,505	$	—		$	10,505
Deferred revenue and accrued expenses	—		42		1,488		(49		)	1,481
Short-term debt and current portion of long-term debt	—		416		92		—			508
Other current liabilities	77		117		684		(2		)	876
Amounts due to group undertakings	—		9,150		2,097		(11,247		)	—
Total current liabilities	77		9,725		14,866		(11,298		)	13,370
Long-term debt	496		2,692		169		—			3,357
Liability for pension benefits	—		—		1,321		—			1,321
Deferred tax liabilities	—		—		1,013		(149		)	864
Provision for liabilities	—		120		455		—			575
Other non-current liabilities	—		63		483		(14		)	532
Non-current amounts due to group undertakings	—		—		4,973		(4,973		)	—
Total non-current liabilities	496		2,875		8,414		(5,136		)	6,649
TOTAL LIABILITIES	573		12,600		23,280		(16,434		)	20,019
REDEEMABLE NONCONTROLLING INTEREST	—		—		51		—			51
EQUITY
Total Willis Towers Watson shareholders’ equity	10,065		3,243		9,077		(12,320		)	10,065
Noncontrolling interests	—		—		118		—			118
Total equity	10,065		3,243		9,195		(12,320		)	10,183
TOTAL LIABILITIES AND EQUITY	$	10,638	$	15,843	$	32,526	$	(28,754	)	$	30,253

Condensed 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

Condensed Consolidated Balance Sheet



	As of December 31, 2016
	Willis Towers Watson		The Other Guarantors		The Issuer		Other		Consolidating adjustments			Consolidated
ASSETS
Cash and cash equivalents	$	—	$	—	$	—	$	870	$	—		$	870
Fiduciary assets	—		—		—		10,505		—			10,505
Accounts receivable, net	—		7		—		2,073		—			2,080
Prepaid and other current assets	—		74		1		324		(62		)	337
Amounts due from group undertakings	7,229		849		1,595		2,370		(12,043		)	—
Total current assets	7,229		930		1,596		16,142		(12,105		)	13,792
Investments in subsidiaries	3,409		8,621		7,309		—		(19,339		)	—
Fixed assets, net	—		34		—		805		—			839
Goodwill	—		—		—		10,413		—			10,413
Other intangible assets, net	—		64		—		4,368		(64		)	4,368
Pension benefits assets	—		—		—		488		—			488
Other non-current assets	—		90		—		310		(47		)	353
Non-current amounts due from group undertakings	—		4,859		1,055		—		(5,914		)	—
Total non-current assets	3,409		13,668		8,364		16,384		(25,364		)	16,461
TOTAL ASSETS	$	10,638	$	14,598	$	9,960	$	32,526	$	(37,469	)	$	30,253
LIABILITIES AND EQUITY
Fiduciary liabilities	$	—	$	—	$	—	$	10,505	$	—		$	10,505
Deferred revenue and accrued expenses	—		41		1		1,488		(49		)	1,481
Short-term debt and current portion of long-term debt	—		394		22		92		—			508
Other current liabilities	77		87		33		684		(5		)	876
Amounts due to group undertakings	—		9,946		—		2,097		(12,043		)	—
Total current liabilities	77		10,468		56		14,866		(12,097		)	13,370
Long-term debt	496		186		2,506		169		—			3,357
Liability for pension benefits	—		—		—		1,321		—			1,321
Deferred tax liabilities	—		—		—		1,013		(149		)	864
Provision for liabilities	—		120		—		455		—			575
Other non-current liabilities	—		63		—		483		(14		)	532
Non-current amounts due to group undertakings	—		518		423		4,973		(5,914		)	—
Total non-current liabilities	496		887		2,929		8,414		(6,077		)	6,649
TOTAL LIABILITIES	573		11,355		2,985		23,280		(18,174		)	20,019
REDEEMABLE NONCONTROLLING INTEREST	—		—		—		51		—			51
EQUITY
Total Willis Towers Watson shareholders’ equity	10,065		3,243		6,975		9,077		(19,295		)	10,065
Noncontrolling interests	—		—		—		118		—			118
Total equity	10,065		3,243		6,975		9,195		(19,295		)	10,183
TOTAL LIABILITIES AND EQUITY	$	10,638	$	14,598	$	9,960	$	32,526	$	(37,469	)	$	30,253

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

Condensed Consolidated Statement of Cash Flows



	Year ended December 31, 2016
	Willis Towers Watson			The Other Guarantors			The Issuer			Other			Consolidating adjustments			Consolidated
NET CASH (USED IN)/FROM OPERATING ACTIVITIES	$	(20	)	$	128		$	(83	)	$	1,101		$	(206	)	$	920
CASH FLOWS FROM/(USED IN) INVESTING ACTIVITIES
Additions to fixed assets and software for internal use	—			(79		)	(12		)	(221		)	94			(218		)
Capitalized software costs	—			—			—			(85		)	—			(85		)
Acquisitions of operations, net of cash acquired	—			—			—			476			—			476
Net (cash paid)/proceeds from sale of operations	—			—			—			(4		)	3			(1		)
Other, net	—			—			33			20			(30		)	23
Proceeds from intercompany investing activities	—			163			—			30			(193		)	—
Repayments of intercompany investing activities	(3,751		)	(4,114		)	—			(769		)	8,634			—
Reduction in investment in subsidiaries	4,600			3,600			—			—			(8,200		)	—
Additional investment in subsidiaries	—			(4,600		)	—			(3,600		)	8,200			—
Net cash from/(used in) investing activities	$	849		$	(5,030	)	$	21		$	(4,153	)	$	8,508		$	195
CASH FLOWS (USED IN)/FROM FINANCING ACTIVITIES
Net (payments)/borrowings on revolving credit facility	—			(237		)	—			—			—			(237		)
Senior notes issued	—			1,606			—			—			—			1,606
Proceeds from issuance of other debt	—			400			—			4			—			404
Debt issuance costs	—			(14		)	—			—			—			(14		)
Repayments of debt	(300		)	(1,037		)	—			(564		)	—			(1,901		)
Repurchase of shares	(396		)	—			—			—			—			(396		)
Proceeds from issuance of shares and excess tax benefit	63			—			—			—			—			63
Payments of deferred and contingent consideration related to acquisitions	—			—			—			(67		)	—			(67		)
Dividends paid	(199		)	—			(49		)	(90		)	139			(199		)
Acquisitions of and dividends paid to noncontrolling interests	—			—			—			(21		)	—			(21		)
Proceeds from intercompany financing activities	—			4,204			164			4,266			(8,634		)	—
Repayments of intercompany financing activities	—			(22		)	(53		)	(118		)	193			—
Net cash (used in)/from financing activities	$	(832	)	$	4,900		$	62		$	3,410		$	(8,302	)	$	(762	)
(DECREASE)/INCREASE IN CASH AND CASH EQUIVALENTS	(3		)	(2		)	—			358			—			353
Effect of exchange rate changes on cash and cash equivalents	—			—			—			(15		)	—			(15		)
CASH AND CASH EQUIVALENTS, BEGINNING OF PERIOD	3			2			—			527			—			532
CASH AND CASH EQUIVALENTS, END OF PERIOD	$	—		$	—		$	—		$	870		$	—		$	870

Condensed Consolidated Statement of Cash Flows



	Year ended December 31, 2015
	Willis Towers Watson			The Other Guarantors			The Issuer			Other			Consolidating adjustments			Consolidated
NET CASH (USED IN)/FROM OPERATING ACTIVITIES	$	(10	)	$	583		$	43		$	(223	)	$	(150	)	$	243
CASH FLOWS FROM/(USED IN) INVESTING ACTIVITIES
Additions to fixed assets and software for internal use	—			(10		)	(8		)	(128		)	—			(146		)
Acquisitions of operations, net of cash acquired	—			—			—			(857		)	—			(857		)
Proceeds from sale of operations, net of cash disposed	—			—			—			44			—			44
Other, net	—			—			—			16			—			16
Proceeds from intercompany investing activities	321			49			87			151			(608		)	—
Repayments of intercompany investing activities	(82		)	(746		)	—			(181		)	1,009			—
Additional investment in subsidiaries	—			(598		)	—			—			598			—
Net cash from/(used in) investing activities	$	239		$	(1,305	)	$	79		$	(955	)	$	999		$	(943	)
CASH FLOWS (USED IN)/FROM FINANCING ACTIVITIES
Net (payments)/borrowings on revolving credit facility	—			469			—			—			—			469
Debt issuance costs	—			(5		)	—			—			—			(5		)
Repayments of debt	—			(16		)	(149		)	(1		)	—			(166		)
Proceeds from issue of other debt	—			592			—			—			—			592
Repurchase of shares	(82		)	—			—			—			—			(82		)
Proceeds from issuance of shares and excess tax benefit	124			—			—			605			(598		)	131
Dividends paid	(277		)	—			—			(150		)	150			(277		)
Acquisitions of and dividends paid to noncontrolling interests	—			—			—			(21		)	—			(21		)
Proceeds from intercompany financing activities	—			154			27			828			(1,009		)	—
Repayments of intercompany financing activities	—			(472		)	—			(136		)	608			—
Net cash (used in)/from financing activities	$	(235	)	$	722		$	(122	)	$	1,125		$	(849	)	$	641
DECREASE IN CASH AND CASH EQUIVALENTS	(6		)	—			—			(53		)	—			(59		)
Effect of exchange rate changes on cash and cash equivalents	—			—			—			(44		)	—			(44		)
CASH AND CASH EQUIVALENTS, BEGINNING OF PERIOD	9			2			—			624			—			635
CASH AND CASH EQUIVALENTS, END OF PERIOD	$	3		$	2		$	—		$	527		$	—		$	532

Condensed Consolidated Statement of Cash Flows



	Year ended December 31, 2014
	Willis Towers Watson			The Other Guarantors			The Issuer			Other			Consolidating adjustments			Consolidated
NET CASH (USED IN)/FROM OPERATING ACTIVITIES	$	(35	)	$	387		$	265		$	212		$	(352	)	$	477
CASH FLOWS FROM/(USED IN) INVESTING ACTIVITIES
Additions to fixed assets and software for internal use	—			(9		)	(10		)	(95		)	1			(113		)
Acquisitions of operations, net of cash acquired	—			—			—			(245		)	—			(245		)
Other, net	—			—			1			(4		)	(1		)	(4		)
Proceeds from intercompany investing activities	361			—			120			435			(916		)	—
Repayments of intercompany investing activities	—			(53		)	(131		)	(46		)	230			—
Proceeds from sale of operations net of cash disposed	—			—			—			86			—			86
Additional investment in subsidiaries	(31		)	—			—			—			31			—
Net cash from/(used in) investing activities	$	330		$	(62	)	$	(20	)	$	131		$	(655	)	$	(276	)
CASH FLOWS (USED IN)/FROM FINANCING ACTIVITIES
Net (payments on)/draw down of revolving credit facility	—			—			—			—			—			—
Debt issuance costs	—			—			—			(3		)	—			(3		)
Repayments of debt	—			(15		)	—			—			—			(15		)
Proceeds from issue of other debt	—			—			—			—			—			—
Repurchase of shares	(213		)	—			—			—			—			(213		)
Proceeds from issuance of shares and excess tax benefit	134			—			—			36			(31		)	139
Dividends paid	(210		)	—			—			(352		)	352			(210		)
Acquisitions of and dividends paid to noncontrolling interests	—			(4		)	—			(17		)	—			(21		)
Proceeds from intercompany financing activities	—			46			4			180			(230		)	—
Repayments of intercompany financing activities	—			(353		)	(249		)	(314		)	916			—
Net cash (used in)/from financing activities	$	(289	)	$	(326	)	$	(245	)	$	(470	)	$	1,007		$	(323	)
INCREASE/(DECREASE) IN CASH AND CASH EQUIVALENTS	6			(1		)	—			(127		)	—			(122		)
Effect of exchange rate changes on cash and cash equivalents	—			—			—			(39		)	—			(39		)
CASH AND CASH EQUIVALENTS, BEGINNING OF PERIOD	3			3			—			790			—			796
CASH AND CASH EQUIVALENTS, END OF PERIOD	$	9		$	2		$	—		$	624		$	—		$	635

Condensed Consolidated Statement of Cash Flows



	Year ended December 31, 2016
	Willis Towers Watson — the Parent Issuer			The Guarantors			Other			Consolidating adjustments			Consolidated
NET CASH (USED IN)/FROM OPERATING ACTIVITIES	$	(20	)	$	(4	)	$	1,101		$	(157	)	$	920
CASH FLOWS FROM/(USED IN) INVESTING ACTIVITIES
Additions to fixed assets and software for internal use	—			(91		)	(221		)	94			(218		)
Capitalized software costs	—			—			(85		)	—			(85		)
Acquisitions of operations, net of cash acquired	—			—			476			—			476
Net (cash paid)/proceeds from sale of operations	—			—			(4		)	3			(1		)
Other, net	—			33			20			(30		)	23
Proceeds from intercompany investing activities	—			118			30			(148		)	—
Repayments of intercompany investing activities	(3,751		)	(4,114		)	(769		)	8,634			—
Reduction in investment in subsidiaries	4,600			3,600			—			(8,200		)	—
Additional investment in subsidiaries	—			(4,600		)	(3,600		)	8,200			—
Net cash from/(used in) investing activities	$	849		$	(5,054	)	$	(4,153	)	$	8,553		$	195
CASH FLOWS (USED IN)/FROM FINANCING ACTIVITIES
Net (payments)/borrowings on revolving credit facility	—			(237		)	—			—			(237		)
Senior notes issued	—			1,606			—			—			1,606
Proceeds from issuance of other debt	—			400			4			—			404
Debt issuance costs	—			(14		)	—			—			(14		)
Repayments of debt	(300		)	(1,037		)	(564		)	—			(1,901		)
Repurchase of shares	(396		)	—			—			—			(396		)
Proceeds from issuance of shares and excess tax benefit	63			—			—			—			63
Payments of deferred and contingent consideration related to acquisitions	—			—			(67		)	—			(67		)
Dividends paid	(199		)	—			(90		)	90			(199		)
Acquisitions of and dividends paid to noncontrolling interests	—			—			(21		)	—			(21		)
Proceeds from intercompany financing activities	—			4,368			4,266			(8,634		)	—
Repayments of intercompany financing activities	—			(30		)	(118		)	148			—
Net cash (used in)/from financing activities	$	(832	)	$	5,056		$	3,410		$	(8,396	)	$	(762	)
(DECREASE)/INCREASE IN CASH AND CASH EQUIVALENTS	(3		)	(2		)	358			—			353
Effect of exchange rate changes on cash and cash equivalents	—			—			(15		)	—			(15		)
CASH AND CASH EQUIVALENTS, BEGINNING OF PERIOD	3			2			527			—			532
CASH AND CASH EQUIVALENTS, END OF PERIOD	$	—		$	—		$	870		$	—		$	870

Condensed Consolidated Statement of Cash Flows



	Year ended December 31, 2015
	Willis Towers Watson — the Parent Issuer			The Guarantors			Other			Consolidating adjustments			Consolidated
NET CASH (USED IN)/FROM OPERATING ACTIVITIES	$	(10	)	$	626		$	(223	)	$	(150	)	$	243
CASH FLOWS FROM/(USED IN) INVESTING ACTIVITIES
Additions to fixed assets and software for internal use	—			(18		)	(128		)	—			(146		)
Acquisitions of operations, net of cash acquired	—			—			(857		)	—			(857		)
Proceeds from sale of operations, net of cash disposed	—			—			44			—			44
Other, net	—			—			16			—			16
Proceeds from intercompany investing activities	321			136			151			(608		)	—
Repayments of intercompany investing activities	(82		)	(746		)	(181		)	1,009			—
Additional investment in subsidiaries	—			(598		)	—			598			—
Net cash from/(used in) investing activities	$	239		$	(1,226	)	$	(955	)	$	999		$	(943	)
CASH FLOWS (USED IN)/FROM FINANCING ACTIVITIES
Net (payments)/borrowings on revolving credit facility	—			469			—			—			469
Debt issuance costs	—			(5		)	—			—			(5		)
Repayments of debt	—			(165		)	(1		)	—			(166		)
Proceeds from issue of other debt	—			592			—			—			592
Repurchase of shares	(82		)	—			—			—			(82		)
Proceeds from issuance of shares and excess tax benefit	124			—			605			(598		)	131
Dividends paid	(277		)	—			(150		)	150			(277		)
Acquisitions of and dividends paid to noncontrolling interests	—			—			(21		)	—			(21		)
Proceeds from intercompany financing activities	—			181			828			(1,009		)	—
Repayments of intercompany financing activities	—			(472		)	(136		)	608			—
Net cash (used in)/from financing activities	$	(235	)	$	600		$	1,125		$	(849	)	$	641
DECREASE IN CASH AND CASH EQUIVALENTS	(6		)	—			(53		)	—			(59		)
Effect of exchange rate changes on cash and cash equivalents	—			—			(44		)	—			(44		)
CASH AND CASH EQUIVALENTS, BEGINNING OF PERIOD	9			2			624			—			635
CASH AND CASH EQUIVALENTS, END OF PERIOD	$	3		$	2		$	527		$	—		$	532

Condensed Consolidated Statement of Cash Flows



	Year ended December 31, 2014
	Willis Towers Watson — the Parent Issuer			The Guarantors			Other			Consolidating adjustments			Consolidated
NET CASH (USED IN)/FROM OPERATING ACTIVITIES	$	(35	)	$	652		$	212		$	(352	)	$	477
CASH FLOWS FROM/(USED IN) INVESTING ACTIVITIES
Additions to fixed assets and software for internal use	—			(19		)	(95		)	1			(113		)
Acquisitions of operations, net of cash acquired	—			—			(245		)	—			(245		)
Proceeds from sale of operations, net of cash disposed	—			—			86			—			86
Other, net	—			1			(4		)	(1		)	(4		)
Proceeds from intercompany investing activities	361			120			435			(916		)	—
Repayments of intercompany investing activities	—			(180		)	(46		)	226			—
Additional investment in subsidiaries	(31		)	—			—			31			—
Net cash from/(used in) investing activities	$	330		$	(78	)	$	131		$	(659	)	$	(276	)
CASH FLOWS (USED IN)/FROM FINANCING ACTIVITIES
Debt issuance costs	—			—			(3		)	—			(3		)
Repayments of debt	—			(15		)	—			—			(15		)
Repurchase of shares	(213		)	—			—			—			(213		)
Proceeds from issuance of shares and excess tax benefit	134			—			36			(31		)	139
Dividends paid	(210		)	—			(352		)	352			(210		)
Acquisitions of and dividends paid to noncontrolling interests	—			(4		)	(17		)	—			(21		)
Proceeds from intercompany financing activities	—			46			180			(226		)	—
Repayments of intercompany financing activities	—			(602		)	(314		)	916			—
Net cash (used in)/from financing activities	$	(289	)	$	(575	)	$	(470	)	$	1,011		$	(323	)
INCREASE/(DECREASE) IN CASH AND CASH EQUIVALENTS	6			(1		)	(127		)	—			(122		)
Effect of exchange rate changes on cash and cash equivalents	—			—			(39		)	—			(39		)
CASH AND CASH EQUIVALENTS, BEGINNING OF PERIOD	3			3			790			—			796
CASH AND CASH EQUIVALENTS, END OF PERIOD	$	9		$	2		$	624		$	—		$	635

Condensed Consolidated Statement of Cash Flows



	Year ended December 31, 2016
	Willis Towers Watson			The Other Guarantors			The Issuer			Other			Consolidating adjustments			Consolidated
NET CASH (USED IN)/FROM OPERATING ACTIVITIES	$	(20	)	$	308		$	152		$	1,101		$	(621	)	$	920
CASH FLOWS FROM/(USED IN) INVESTING ACTIVITIES
Additions to fixed assets and software for internal use	—			(91		)	—			(221		)	94			(218		)
Capitalized software costs	—			—			—			(85		)	—			(85		)
Acquisitions of operations, net of cash acquired	—			—			—			476			—			476
Net (cash paid)/proceeds from sale of operations	—			—			—			(4		)	3			(1		)
Other, net	—			33			—			20			(30		)	23
Proceeds from intercompany investing activities	—			108			55			30			(193		)	—
Repayments of intercompany investing activities	(3,751		)	(3,513		)	(602		)	(769		)	8,635			—
Reduction in investment in subsidiaries	4,600			3,600			—			—			(8,200		)	—
Additional investment in subsidiaries	—			(4,600		)	—			(3,600		)	8,200			—
Net cash from/(used in) investing activities	$	849		$	(4,463	)	$	(547	)	$	(4,153	)	$	8,509		$	195
CASH FLOWS (USED IN)/FROM FINANCING ACTIVITIES
Net (payments)/borrowings on revolving credit facility	—			—			(237		)	—			—			(237		)
Senior notes issued	—			—			1,606			—			—			1,606
Proceeds from issuance of other debt	—			—			400			4			—			404
Debt issuance costs	—			—			(14		)	—			—			(14		)
Repayments of debt	(300		)	—			(1,037		)	(564		)	—			(1,901		)
Repurchase of shares	(396		)	—			—			—			—			(396		)
Proceeds from issuance of shares and excess tax benefit	63			—			—			—			—			63
Payments of deferred and contingent consideration related to acquisitions	—			—			—			(67		)	—			(67		)
Dividends paid	(199		)	(162		)	(302		)	(90		)	554			(199		)
Acquisitions of and dividends paid to noncontrolling interests	—			—			—			(21		)	—			(21		)
Proceeds from intercompany financing activities	—			4,368			1			4,266			(8,635		)	—
Repayments of intercompany financing activities	—			(53		)	(22		)	(118		)	193			—
Net cash (used in)/from financing activities	$	(832	)	$	4,153		$	395		$	3,410		$	(7,888	)	$	(762	)
(DECREASE)/INCREASE IN CASH AND CASH EQUIVALENTS	(3		)	(2		)	—			358			—			353
Effect of exchange rate changes on cash and cash equivalents	—			—			—			(15		)	—			(15		)
CASH AND CASH EQUIVALENTS, BEGINNING OF PERIOD	3			2			—			527			—			532
CASH AND CASH EQUIVALENTS, END OF PERIOD	$	—		$	—		$	—		$	870		$	—		$	870

Condensed Consolidated Statement of Cash Flows



	Year ended December 31, 2015
	Willis Towers Watson			The Other Guarantors			The Issuer			Other			Consolidating adjustments			Consolidated
NET CASH (USED IN)/FROM OPERATING ACTIVITIES	$	(10	)	$	593		$	33		$	(223	)	$	(150	)	$	243
CASH FLOWS FROM/(USED IN) INVESTING ACTIVITIES
Additions to fixed assets and software for internal use	—			(18		)	—			(128		)	—			(146		)
Acquisitions of operations, net of cash acquired	—			—			—			(857		)	—			(857		)
Proceeds from sale of operations, net of cash disposed	—			—			—			44			—			44
Other, net	—			—			—			16			—			16
Proceeds from intercompany investing activities	321			136			—			151			(608		)	—
Repayments of intercompany investing activities	(82		)	—			(746		)	(181		)	1,009			—
Additional investment in subsidiaries	—			(420		)	(178		)	—			598			—
Net cash from/(used in) investing activities	$	239		$	(302	)	$	(924	)	$	(955	)	$	999		$	(943	)
CASH FLOWS (USED IN)/FROM FINANCING ACTIVITIES
Net (payments on)/draw down of revolving credit facility	—			—			469			—			—			469
Debt issuance costs	—			—			(5		)	—			—			(5		)
Repayments of debt	—			(149		)	(16		)	(1		)	—			(166		)
Proceeds from issue of other debt	—			—			592			—			—			592
Repurchase of shares	(82		)	—			—			—			—			(82		)
Proceeds from issuance of shares and excess tax benefit	124			—			—			605			(598		)	131
Dividends paid	(277		)	—			—			(150		)	150			(277		)
Acquisitions of and dividends paid to noncontrolling interests	—			—			—			(21		)	—			(21		)
Proceeds from intercompany financing activities	—			181			—			828			(1,009		)	—
Repayments of intercompany financing activities	—			(323		)	(149		)	(136		)	608			—
Net cash (used in)/from financing activities	$	(235	)	$	(291	)	$	891		$	1,125		$	(849	)	$	641
DECREASE IN CASH AND CASH EQUIVALENTS	(6		)	—			—			(53		)	—			(59		)
Effect of exchange rate changes on cash and cash equivalents	—			—			—			(44		)	—			(44		)
CASH AND CASH EQUIVALENTS, BEGINNING OF PERIOD	9			2			—			624			—			635
CASH AND CASH EQUIVALENTS, END OF PERIOD	$	3		$	2		$	—		$	527		$	—		$	532

Condensed Consolidated Statement of Cash Flows



	Year ended December 31, 2014
	Willis Towers Watson			The Other Guarantors			The Issuer			Other			Consolidating adjustments			Consolidated
NET CASH (USED IN)/FROM OPERATING ACTIVITIES	$	(35	)	$	781		$	181		$	212		$	(662	)	$	477
CASH FLOWS FROM/(USED IN) INVESTING ACTIVITIES
Additions to fixed assets and software for internal use	—			(19		)	—			(95		)	1			(113		)
Acquisitions of operations, net of cash acquired	—			—			—			(245		)	—			(245		)
Proceeds from sale of operations, net of cash disposed	—			—			—			86			—			86
Other, net	—			1			—			(4		)	(1		)	(4		)
Proceeds from intercompany investing activities	361			120			—			435			(916		)	—
Repayments of intercompany investing activities	—			(180		)	(4		)	(46		)	230			—
Additional investment in subsidiaries	(31		)	—			—			—			31			—
Net cash from/(used in) investing activities	$	330		$	(78	)	$	(4	)	$	131		$	(655	)	$	(276	)
CASH FLOWS (USED IN)/FROM FINANCING ACTIVITIES
Debt issuance costs	—			—			—			(3		)	—			(3		)
Repayments of debt	—			—			(15		)	—			—			(15		)
Repurchase of shares	(213		)	—			—			—			—			(213		)
Proceeds from issuance of shares and excess tax benefit	134			—			—			36			(31		)	139
Dividends paid	(210		)	(155		)	(155		)	(352		)	662			(210		)
Acquisitions of and dividends paid to noncontrolling interests	—			(4		)	—			(17		)	—			(21		)
Proceeds from intercompany financing activities	—			50			—			180			(230		)	—
Repayments of intercompany financing activities	—			(595		)	(7		)	(314		)	916			—
Net cash (used in)/from financing activities	$	(289	)	$	(704	)	$	(177	)	$	(470	)	$	1,317		$	(323	)
INCREASE/(DECREASE) IN CASH AND CASH EQUIVALENTS	6			(1		)	—			(127		)	—			(122		)
Effect of exchange rate changes on cash and cash equivalents	—			—			—			(39		)	—			(39		)
CASH AND CASH EQUIVALENTS, BEGINNING OF PERIOD	3			3			—			790			—			796
CASH AND CASH EQUIVALENTS, END OF PERIOD	$	9		$	2		$	—		$	624		$	—		$	635

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

12 Months Ended

Dec. 31, 2016

Condensed Financial Information of Parent Company Only Disclosure [Abstract]

Unaudited Condensed Consolidated Statement of Operations

Condensed Consolidated Statement of Operations



	Year ended December 31, 2014
	Willis Towers Watson			The Other Guarantors			The Issuer			Other			Consolidating adjustments			Consolidated
Revenues
Commissions and fees	$	—		$	—		$	8		$	3,759		$	—		$	3,767
Interest and other income	—			—			—			35			—			35
Total revenues	—			—			8			3,794			—			3,802
Costs of providing services
Salaries and benefits	1			—			81			2,232			—			2,314
Other operating expenses	16			95			38			510			—			659
Depreciation	—			4			17			71			—			92
Amortization	—			—			—			54			—			54
Restructuring costs	—			11			3			22			—			36
Total costs of providing services	17			110			139			2,889			—			3,155
(Loss) Income from operations	(17		)	(110		)	(131		)	905			—			647
Income from Group undertakings	—			(221		)	(313		)	(102		)	636			—
Expenses due to Group undertakings	—			33			179			424			(636		)	—
Interest expense	43			35			45			12			—			135
Other expense/(income), net	15			220			—			(11		)	(230		)	(6		)
(LOSS) INCOME FROM CONTINUING OPERATIONS BEFORE INCOME TAXES AND INTEREST IN EARNINGS OF ASSOCIATES	(75		)	(177		)	(42		)	582			230			518
(Benefit from)/provision for income taxes	—			(25		)	(24		)	208			—			159
(LOSS) INCOME FROM CONTINUING OPERATIONS BEFORE INTEREST IN EARNINGS OF ASSOCIATES	(75		)	(152		)	(18		)	374			230			359
Interest in earnings/(loss) of associates, net of tax	—			10			—			4			—			14
Equity account for subsidiaries	437			570			76			—			(1,083		)	—
NET INCOME	362			428			58			378			(853		)	373
Income attributable to noncontrolling interests	—			—			—			(11		)	—			(11		)
NET INCOME ATTRIBUTABLE TO WILLIS TOWERS WATSON	$	362		$	428		$	58		$	367		$	(853	)	$	362

Condensed Consolidated Statement of Operations



	Year ended December 31, 2016
	Willis Towers Watson			The Other Guarantors			The Issuer			Other			Consolidating adjustments			Consolidated
Revenues
Commissions and fees	$	—		$	—		$	19		$	7,759		$	—		$	7,778
Interest and other income	—			2			—			107			—			109
Total revenues	—			2			19			7,866			—			7,887
Costs of providing services
Salaries and benefits	2			1			15			4,628			—			4,646
Other operating expenses	3			112			88			1,348			—			1,551
Depreciation	—			5			14			159			—			178
Amortization	—			—			—			591			—			591
Restructuring costs	—			29			39			125			—			193
Transaction and integration expenses	1			16			26			134			—			177
Total costs of providing services	6			163			182			6,985			—			7,336
(Loss) Income from operations	(6		)	(161		)	(163		)	881			—			551
Income from Group undertakings	(3		)	(500		)	(287		)	(136		)	926			—
Expenses due to Group undertakings	3			74			178			671			(926		)	—
Interest expense	32			89			39			24			—			184
Other (income)/expense, net	—			(2		)	—			29			—			27
(LOSS) INCOME FROM CONTINUING OPERATIONS BEFORE INCOME TAXES AND INTEREST IN EARNINGS OF ASSOCIATES	(38		)	178			(93		)	293			—			340
(Benefit from)/provision for income taxes	—			(36		)	(86		)	26			—			(96		)
(LOSS) INCOME FROM CONTINUING OPERATIONS BEFORE INTEREST IN EARNINGS OF ASSOCIATES	(38		)	214			(7		)	267			—			436
Interest in earnings of associates, net of tax	—			—			—			2			—			2
Equity account for subsidiaries	458			234			157			—			(849		)	—
NET INCOME	420			448			150			269			(849		)	438
Income attributable to noncontrolling interests	—			—			—			(18		)	—			(18		)
NET INCOME ATTRIBUTABLE TO WILLIS TOWERS WATSON	$	420		$	448		$	150		$	251		$	(849	)	$	420

Condensed Consolidated Statement of Operations



	Year ended December 31, 2015
	Willis Towers Watson			The Other Guarantors			The Issuer			Other			Consolidating adjustments			Consolidated
Revenues
Commissions and fees	$	—		$	—		$	11		$	3,798		$	—		$	3,809
Interest and other income	—			1			—			19			—			20
Total revenues	—			1			11			3,817			—			3,829
Costs of providing services
Salaries and benefits	1			—			77			2,225			—			2,303
Other operating expenses	8			100			1			609			—			718
Depreciation	—			6			16			73			—			95
Amortization	—			—			—			76			—			76
Restructuring costs	—			28			13			85			—			126
Transaction and integration expenses	4			14			—			66			—			84
Total costs of providing services	13			148			107			3,134			—			3,402
(Loss) Income from operations	(13		)	(147		)	(96		)	683			—			427
Income from Group undertakings	—			(225		)	(236		)	(110		)	571			—
Expenses due to Group undertakings	—			31			189			351			(571		)	—
Interest expense	43			39			42			18			—			142
Other expense/(income), net	10			(42		)	—			(23		)	—			(55		)
(LOSS) INCOME FROM CONTINUING OPERATIONS BEFORE INCOME TAXES AND INTEREST IN EARNINGS OF ASSOCIATES	(66		)	50			(91		)	447			—			340
(Benefit from)/provision for income taxes	—			(29		)	(17		)	13			—			(33		)
(LOSS) INCOME FROM CONTINUING OPERATIONS BEFORE INTEREST IN EARNINGS OF ASSOCIATES	(66		)	79			(74		)	434			—			373
Interest in earnings of associates, net of tax	—			9			—			2			—			11
Equity account for subsidiaries	439			347			106			—			(892		)	—
NET INCOME	373			435			32			436			(892		)	384
Income attributable to noncontrolling interests	—			—			—			(11		)	—			(11		)
NET INCOME ATTRIBUTABLE TO WILLIS TOWERS WATSON	$	373		$	435		$	32		$	425		$	(892	)	$	373

Condensed Consolidated Statement of Operations



	Year ended December 31, 2015
	Willis Towers Watson — the Parent Issuer			The Guarantors			Other			Consolidating adjustments			Consolidated
Revenues
Commissions and fees	$	—		$	11		$	3,798		$	—		$	3,809
Interest and other income	—			1			19			—			20
Total revenues	—			12			3,817			—			3,829
Costs of providing services
Salaries and benefits	1			77			2,225			—			2,303
Other operating expenses	8			101			609			—			718
Depreciation	—			22			73			—			95
Amortization	—			—			76			—			76
Restructuring costs	—			41			85			—			126
Transaction and integration expenses	4			14			66			—			84
Total costs of providing services	13			255			3,134			—			3,402
(Loss) Income from operations	(13		)	(243		)	683			—			427
Income from Group undertakings	—			(350		)	(110		)	460			—
Expenses due to Group undertakings	—			109			351			(460		)	—
Interest expense	43			81			18			—			142
Other expense/(income), net	10			(42		)	(23		)	—			(55		)
(LOSS) INCOME FROM CONTINUING OPERATIONS BEFORE INCOME TAXES AND INTEREST IN EARNINGS OF ASSOCIATES	(66		)	(41		)	447			—			340
(Benefit from)/provision for income taxes	—			(46		)	13			—			(33		)
(LOSS) INCOME FROM CONTINUING OPERATIONS BEFORE INTEREST IN EARNINGS OF ASSOCIATES	(66		)	5			434			—			373
Interest in earnings of associates, net of tax	—			9			2			—			11
Equity account for subsidiaries	439			421			—			(860		)	—
NET INCOME	373			435			436			(860		)	384
Income attributable to noncontrolling interests	—			—			(11		)	—			(11		)
NET INCOME ATTRIBUTABLE TO WILLIS TOWERS WATSON	$	373		$	435		$	425		$	(860	)	$	373

Condensed Consolidated Statement of Operations



	Year ended December 31, 2014
	Willis Towers Watson — the Parent Issuer			The Guarantors			Other			Consolidating adjustments			Consolidated
Revenues
Commissions and fees	$	—		$	8		$	3,759		$	—		$	3,767
Interest and other income	—			—			35			—			35
Total revenues	—			8			3,794			—			3,802
Costs of providing services
Salaries and benefits	1			81			2,232			—			2,314
Other operating expenses	16			133			510			—			659
Depreciation	—			21			71			—			92
Amortization	—			—			54			—			54
Restructuring costs	—			14			22			—			36
Total costs of providing services	17			249			2,889			—			3,155
(Loss) Income from operations	(17		)	(241		)	905			—			647
Income from Group undertakings	—			(424		)	(102		)	526			—
Expenses due to Group undertakings	—			102			424			(526		)	—
Interest expense	43			80			12			—			135
Other expense/(income), net	15			220			(11		)	(230		)	(6		)
(LOSS) INCOME FROM CONTINUING OPERATIONS BEFORE INCOME TAXES AND INTEREST IN EARNINGS OF ASSOCIATES	(75		)	(219		)	582			230			518
(Benefit from)/provision for income taxes	—			(49		)	208			—			159
(LOSS) INCOME FROM CONTINUING OPERATIONS BEFORE INTEREST IN EARNINGS OF ASSOCIATES	(75		)	(170		)	374			230			359
Interest in earnings of associates, net of tax	—			10			4			—			14
Equity account for subsidiaries	437			588			—			(1,025		)	—
NET INCOME	362			428			378			(795		)	373
Income attributable to noncontrolling interests	—			—			(11		)	—			(11		)
NET INCOME ATTRIBUTABLE TO WILLIS TOWERS WATSON	$	362		$	428		$	367		$	(795	)	$	362

Condensed Consolidated Statement of Operations



	Year ended December 31, 2016
	Willis Towers Watson — the Parent Issuer			The Guarantors			Other			Consolidating adjustments			Consolidated
Revenues
Commissions and fees	$	—		$	19		$	7,759		$	—		$	7,778
Interest and other income	—			2			107			—			109
Total revenues	—			21			7,866			—			7,887
Costs of providing services
Salaries and benefits	2			16			4,628			—			4,646
Other operating expenses	3			200			1,348			—			1,551
Depreciation	—			19			159			—			178
Amortization	—			—			591			—			591
Restructuring costs	—			68			125			—			193
Transaction and integration expenses	1			42			134			—			177
Total costs of providing services	6			345			6,985			—			7,336
(Loss) Income from operations	(6		)	(324		)	881			—			551
Income from Group undertakings	(3		)	(672		)	(136		)	811			—
Expenses due to Group undertakings	3			137			671			(811		)	—
Interest expense	32			128			24			—			184
Other (income)/expense, net	—			(2		)	29			—			27
(LOSS) INCOME FROM CONTINUING OPERATIONS BEFORE INCOME TAXES AND INTEREST IN EARNINGS OF ASSOCIATES	(38		)	85			293			—			340
(Benefit from)/provision for income taxes	—			(122		)	26			—			(96		)
(LOSS) INCOME FROM CONTINUING OPERATIONS BEFORE INTEREST IN EARNINGS OF ASSOCIATES	(38		)	207			267			—			436
Interest in earnings of associates, net of tax	—			—			2			—			2
Equity account for subsidiaries	458			241			—			(699		)	—
NET INCOME	420			448			269			(699		)	438
Income attributable to noncontrolling interests	—			—			(18		)	—			(18		)
NET INCOME ATTRIBUTABLE TO WILLIS TOWERS WATSON	$	420		$	448		$	251		$	(699	)	$	420

Condensed Consolidated Statement of Operations



	Year ended December 31, 2015
	Willis Towers Watson			The Other Guarantors			The Issuer			Other			Consolidating adjustments			Consolidated
Revenues
Commissions and fees	$	—		$	11		$	—		$	3,798		$	—		$	3,809
Interest and other income	—			1			—			19			—			20
Total revenues	—			12			—			3,817			—			3,829
Costs of providing services
Salaries and benefits	1			77			—			2,225			—			2,303
Other operating expenses	8			101			—			609			—			718
Depreciation	—			22			—			73			—			95
Amortization	—			—			—			76			—			76
Restructuring costs	—			41			—			85			—			126
Transaction and integration expenses	4			14			—			66			—			84
Total costs of providing services	13			255			—			3,134			—			3,402
(Loss) Income from operations	(13		)	(243		)	—			683			—			427
Income from Group undertakings	—			(374		)	(93		)	(110		)	577			—
Expenses due to Group undertakings	—			200			26			351			(577		)	—
Interest expense	43			41			40			18			—			142
Other expense/(income), net	10			(42		)	—			(23		)	—			(55		)
(LOSS) INCOME FROM CONTINUING OPERATIONS BEFORE INCOME TAXES AND INTEREST IN EARNINGS OF ASSOCIATES	(66		)	(68		)	27			447			—			340
(Benefit from)/provision for income taxes	—			(51		)	5			13			—			(33		)
(LOSS) INCOME FROM CONTINUING OPERATIONS BEFORE INTEREST IN EARNINGS OF ASSOCIATES	(66		)	(17		)	22			434			—			373
Interest in earnings of associates, net of tax	—			9			—			2			—			11
Equity account for subsidiaries	439			443			337			—			(1,219		)	—
NET INCOME	373			435			359			436			(1,219		)	384
Income attributable to noncontrolling interests	—			—			—			(11		)	—			(11		)
NET INCOME ATTRIBUTABLE TO WILLIS TOWERS WATSON	$	373		$	435		$	359		$	425		$	(1,219	)	$	373

Condensed Consolidated Statement of Operations



	Year ended December 31, 2014
	Willis Towers Watson			The Other Guarantors			The Issuer			Other			Consolidating adjustments			Consolidated
Revenues
Commissions and fees	$	—		$	8		$	—		$	3,759		$	—		$	3,767
Interest and other income	—			—			—			35			—			35
Total revenues	—			8			—			3,794			—			3,802
Costs of providing services
Salaries and benefits	1			81			—			2,232			—			2,314
Other operating expenses	16			133			—			510			—			659
Depreciation	—			21			—			71			—			92
Amortization	—			—			—			54			—			54
Restructuring costs	—			14			—			22			—			36
Total costs of providing services	17			249			—			2,889			—			3,155
(Loss) Income from operations	(17		)	(241		)	—			905			—			647
Income from Group undertakings	—			(450		)	(91		)	(102		)	643			—
Expenses due to Group undertakings	—			190			29			424			(643		)	—
Interest expense	43			44			36			12			—			135
Other expense/(income), net	15			220			—			(11		)	(230		)	(6		)
(LOSS) INCOME FROM CONTINUING OPERATIONS BEFORE INCOME TAXES AND INTEREST IN EARNINGS OF ASSOCIATES	(75		)	(245		)	26			582			230			518
(Benefit from)/provision for income taxes	—			(54		)	5			208			—			159
(LOSS) INCOME FROM CONTINUING OPERATIONS BEFORE INTEREST IN EARNINGS OF ASSOCIATES	(75		)	(191		)	21			374			230			359
Interest in earnings of associates, net of tax	—			10			—			4			—			14
Equity account for subsidiaries	437			609			314			—			(1,360		)	—
NET INCOME	362			428			335			378			(1,130		)	373
Income attributable to noncontrolling interests	—			—			—			(11		)	—			(11		)
NET INCOME ATTRIBUTABLE TO WILLIS TOWERS WATSON	$	362		$	428		$	335		$	367		$	(1,130	)	$	362

Condensed Consolidated Statement of Operations



	Year ended December 31, 2016
	Willis Towers Watson			The Other Guarantors			The Issuer			Other			Consolidating adjustments			Consolidated
Revenues
Commissions and fees	$	—		$	19		$	—		$	7,759		$	—		$	7,778
Interest and other income	—			2			—			107			—			109
Total revenues	—			21			—			7,866			—			7,887
Costs of providing services
Salaries and benefits	2			16			—			4,628			—			4,646
Other operating expenses	3			200			—			1,348			—			1,551
Depreciation	—			19			—			159			—			178
Amortization	—			—			—			591			—			591
Restructuring costs	—			68			—			125			—			193
Transaction and integration expenses	1			42			—			134			—			177
Total costs of providing services	6			345			—			6,985			—			7,336
(Loss) Income from operations	(6		)	(324		)	—			881			—			551
Income from Group undertakings	(3		)	(657		)	(132		)	(136		)	928			—
Expenses due to Group undertakings	3			228			26			671			(928		)	—
Interest expense	32			38			90			24			—			184
Other (income)/expense, net	—			(2		)	—			29			—			27
(LOSS) INCOME FROM CONTINUING OPERATIONS BEFORE INCOME TAXES AND INTEREST IN EARNINGS OF ASSOCIATES	(38		)	69			16			293			—			340
(Benefit from)/provision for income taxes	—			(125		)	3			26			—			(96		)
(LOSS) INCOME FROM CONTINUING OPERATIONS BEFORE INTEREST IN EARNINGS OF ASSOCIATES	(38		)	194			13			267			—			436
Interest in earnings of associates, net of tax	—			—			—			2			—			2
Equity account for subsidiaries	458			254			151			—			(863		)	—
NET INCOME	420			448			164			269			(863		)	438
Income attributable to noncontrolling interests	—			—			—			(18		)	—			(18		)
NET INCOME (LOSS) ATTRIBUTABLE TO WILLIS TOWERS WATSON	$	420		$	448		$	164		$	251		$	(863	)	$	420

Unaudited Condensed Consolidated Statement of Comprehensive Income

Condensed Consolidated Statement of Comprehensive Income/(Loss)



	Year ended December 31, 2016
	Willis Towers Watson			The Other Guarantors			The Issuer			Other			Consolidating adjustments		Consolidated
Comprehensive (loss)/income before noncontrolling interests	$	(427	)	$	(380	)	$	(266	)	$	(550	)	$	1,194	$	(429	)
Less: Comprehensive loss attributable to noncontrolling interests	—			—			—			2			—		2
Comprehensive (loss)/income attributable to Willis Towers Watson	$	(427	)	$	(380	)	$	(266	)	$	(548	)	$	1,194	$	(427	)

Condensed Consolidated Statement of Comprehensive Income/(Loss)



	Year ended December 31, 2014
	Willis Towers Watson			The Other Guarantors		The Issuer			Other			Consolidating adjustments			Consolidated
Comprehensive (loss)/income before noncontrolling interests	$	(11	)	$	69	$	(110	)	$	49		$	(3	)	$	(6	)
Less: Comprehensive income attributable to noncontrolling interests	—			—		—			(5		)	—			(5		)
Comprehensive (loss)/income attributable to Willis Towers Watson	$	(11	)	$	69	$	(110	)	$	44		$	(3	)	$	(11	)

Condensed Consolidated Statement of Comprehensive Income/(Loss)



	Year ended December 31, 2015
	Willis Towers Watson		The Other Guarantors		The Issuer		Other			Consolidating adjustments			Consolidated
Comprehensive income/(loss) before noncontrolling interests	$	402	$	462	$	49	$	455		$	(965	)	$	403
Less: Comprehensive income attributable to noncontrolling interests	—		—		—		(1		)	—			(1		)
Comprehensive income/(loss) attributable to Willis Towers Watson	$	402	$	462	$	49	$	454		$	(965	)	$	402

Condensed Consolidated Statement of Comprehensive Income/(Loss)



	Year ended December 31, 2014
	Willis Towers Watson — the Parent Issuer			The Guarantors		Other			Consolidating adjustments			Consolidated
Comprehensive (loss)/income before noncontrolling interests	$	(11	)	$	69	$	49		$	(113	)	$	(6	)
Less: Comprehensive income attributable to noncontrolling interests	—			—		(5		)	—			(5		)
Comprehensive (loss)/income attributable to Willis Towers Watson	$	(11	)	$	69	$	44		$	(113	)	$	(11	)

Condensed Consolidated Statement of Comprehensive Income/(Loss)



	Year ended December 31, 2015
	Willis Towers Watson — the Parent Issuer		The Guarantors		Other			Consolidating adjustments			Consolidated
Comprehensive income/(loss) before noncontrolling interests	$	402	$	462	$	455		$	(916	)	$	403
Less: Comprehensive income attributable to noncontrolling interests	—		—		(1		)	—			(1		)
Comprehensive income/(loss) attributable to Willis Towers Watson	$	402	$	462	$	454		$	(916	)	$	402

Condensed Consolidated Statement of Comprehensive Income/(Loss)



	Year ended December 31, 2016
	Willis Towers Watson — the Parent Issuer			The Guarantors			Other			Consolidating adjustments		Consolidated
Comprehensive (loss)/income before noncontrolling interests	$	(427	)	$	(380	)	$	(550	)	$	928	$	(429	)
Less: Comprehensive loss attributable to noncontrolling interests	—			—			2			—		2
Comprehensive (loss)/income attributable to Willis Towers Watson	$	(427	)	$	(380	)	$	(548	)	$	928	$	(427	)

Condensed Consolidated Statement of Comprehensive Income/(Loss)



	Year ended December 31, 2016
	Willis Towers Watson			The Other Guarantors			The Issuer			Other			Consolidating adjustments		Consolidated
Comprehensive (loss)/income before noncontrolling interests	$	(427	)	$	(379	)	$	(656	)	$	(550	)	$	1,583	$	(429	)
Less: Comprehensive loss attributable to noncontrolling interests	—			—			—			2			—		2
Comprehensive (loss)/income attributable to Willis Towers Watson	$	(427	)	$	(379	)	$	(656	)	$	(548	)	$	1,583	$	(427	)

Condensed Consolidated Statement of Comprehensive Income/(Loss)



	Year ended December 31, 2014
	Willis Towers Watson			The Other Guarantors		The Issuer			Other			Consolidating adjustments			Consolidated
Comprehensive (loss)/income before noncontrolling interests	$	(11	)	$	69	$	(5	)	$	49		$	(108	)	$	(6	)
Less: Comprehensive income attributable to noncontrolling interests	—			—		—			(5		)	—			(5		)
Comprehensive (loss)/income attributable to Willis Towers Watson	$	(11	)	$	69	$	(5	)	$	44		$	(108	)	$	(11	)

Condensed Consolidated Statement of Comprehensive Income/(Loss)



	Year ended December 31, 2015
	Willis Towers Watson		The Other Guarantors		The Issuer		Other			Consolidating adjustments			Consolidated
Comprehensive income/(loss) before noncontrolling interests	$	402	$	462	$	400	$	455		$	(1,316	)	$	403
Less: Comprehensive income attributable to noncontrolling interests	—		—		—		(1		)	—			(1		)
Comprehensive income/(loss) attributable to Willis Towers Watson	$	402	$	462	$	400	$	454		$	(1,316	)	$	402

Unaudited Condensed Consolidated Balance Sheet

Condensed Consolidated Balance Sheet



	As of December 31, 2016
	Willis Towers Watson		The Other Guarantors		The Issuer		Other		Consolidating adjustments			Consolidated
ASSETS
Cash and cash equivalents	$	—	$	—	$	—	$	870	$	—		$	870
Fiduciary assets	—		—		—		10,505		—			10,505
Accounts receivable, net	—		—		7		2,073		—			2,080
Prepaid and other current assets	—		49		23		324		(59		)	337
Amounts due from group undertakings	7,229		1,706		1,190		2,370		(12,495		)	—
Total current assets	7,229		1,755		1,220		16,142		(12,554		)	13,792
Investments in subsidiaries	3,409		7,733		5,480		—		(16,622		)	—
Fixed assets, net	—		34		—		805		—			839
Goodwill	—		—		—		10,413		—			10,413
Other intangible assets, net	—		64		—		4,368		(64		)	4,368
Pension benefits assets	—		—		—		488		—			488
Other non-current assets	—		10		80		310		(47		)	353
Non-current amounts due from group undertakings	—		4,655		836		—		(5,491		)	—
Total non-current assets	3,409		12,496		6,396		16,384		(22,224		)	16,461
TOTAL ASSETS	$	10,638	$	14,251	$	7,616	$	32,526	$	(34,778	)	$	30,253
LIABILITIES AND EQUITY
Fiduciary liabilities	$	—	$	—	$	—	$	10,505	$	—		$	10,505
Deferred revenue and accrued expenses	—		15		27		1,488		(49		)	1,481
Short-term debt and current portion of long-term debt	—		22		394		92		—			508
Other current liabilities	77		94		23		684		(2		)	876
Amounts due to group undertakings	—		8,323		2,075		2,097		(12,495		)	—
Total current liabilities	77		8,454		2,519		14,866		(12,546		)	13,370
Long-term debt	496		2,506		186		169		—			3,357
Liability for pension benefits	—		—		—		1,321		—			1,321
Deferred tax liabilities	—		—		—		1,013		(149		)	864
Provision for liabilities	—		—		120		455		—			575
Other non-current liabilities	—		48		15		483		(14		)	532
Non-current amounts due to group undertakings	—		—		518		4,973		(5,491		)	—
Total non-current liabilities	496		2,554		839		8,414		(5,654		)	6,649
TOTAL LIABILITIES	573		11,008		3,358		23,280		(18,200		)	20,019
REDEEMABLE NONCONTROLLING INTEREST	—		—		—		51		—			51
EQUITY
Total Willis Towers Watson shareholders’ equity	10,065		3,243		4,258		9,077		(16,578		)	10,065
Noncontrolling interests	—		—		—		118		—			118
Total equity	10,065		3,243		4,258		9,195		(16,578		)	10,183
TOTAL LIABILITIES AND EQUITY	$	10,638	$	14,251	$	7,616	$	32,526	$	(34,778	)	$	30,253

Condensed 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

Condensed Consolidated Balance Sheet



	As of December 31, 2016
	Willis Towers Watson — the Parent Issuer		The Guarantors		Other		Consolidating adjustments			Consolidated
ASSETS
Cash and cash equivalents	$	—	$	—	$	870	$	—		$	870
Fiduciary assets	—		—		10,505		—			10,505
Accounts receivable, net	—		7		2,073		—			2,080
Prepaid and other current assets	—		72		324		(59		)	337
Amounts due from group undertakings	7,229		1,648		2,370		(11,247		)	—
Total current assets	7,229		1,727		16,142		(11,306		)	13,792
Investments in subsidiaries	3,409		8,955		—		(12,364		)	—
Fixed assets, net	—		34		805		—			839
Goodwill	—		—		10,413		—			10,413
Other intangible assets, net	—		64		4,368		(64		)	4,368
Pension benefits assets	—		—		488		—			488
Other non-current assets	—		90		310		(47		)	353
Non-current amounts due from group undertakings	—		4,973		—		(4,973		)	—
Total non-current assets	3,409		14,116		16,384		(17,448		)	16,461
TOTAL ASSETS	$	10,638	$	15,843	$	32,526	$	(28,754	)	$	30,253
LIABILITIES AND EQUITY
Fiduciary liabilities	$	—	$	—	$	10,505	$	—		$	10,505
Deferred revenue and accrued expenses	—		42		1,488		(49		)	1,481
Short-term debt and current portion of long-term debt	—		416		92		—			508
Other current liabilities	77		117		684		(2		)	876
Amounts due to group undertakings	—		9,150		2,097		(11,247		)	—
Total current liabilities	77		9,725		14,866		(11,298		)	13,370
Long-term debt	496		2,692		169		—			3,357
Liability for pension benefits	—		—		1,321		—			1,321
Deferred tax liabilities	—		—		1,013		(149		)	864
Provision for liabilities	—		120		455		—			575
Other non-current liabilities	—		63		483		(14		)	532
Non-current amounts due to group undertakings	—		—		4,973		(4,973		)	—
Total non-current liabilities	496		2,875		8,414		(5,136		)	6,649
TOTAL LIABILITIES	573		12,600		23,280		(16,434		)	20,019
REDEEMABLE NONCONTROLLING INTEREST	—		—		51		—			51
EQUITY
Total Willis Towers Watson shareholders’ equity	10,065		3,243		9,077		(12,320		)	10,065
Noncontrolling interests	—		—		118		—			118
Total equity	10,065		3,243		9,195		(12,320		)	10,183
TOTAL LIABILITIES AND EQUITY	$	10,638	$	15,843	$	32,526	$	(28,754	)	$	30,253

Condensed 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

Condensed Consolidated Balance Sheet



	As of December 31, 2016
	Willis Towers Watson		The Other Guarantors		The Issuer		Other		Consolidating adjustments			Consolidated
ASSETS
Cash and cash equivalents	$	—	$	—	$	—	$	870	$	—		$	870
Fiduciary assets	—		—		—		10,505		—			10,505
Accounts receivable, net	—		7		—		2,073		—			2,080
Prepaid and other current assets	—		74		1		324		(62		)	337
Amounts due from group undertakings	7,229		849		1,595		2,370		(12,043		)	—
Total current assets	7,229		930		1,596		16,142		(12,105		)	13,792
Investments in subsidiaries	3,409		8,621		7,309		—		(19,339		)	—
Fixed assets, net	—		34		—		805		—			839
Goodwill	—		—		—		10,413		—			10,413
Other intangible assets, net	—		64		—		4,368		(64		)	4,368
Pension benefits assets	—		—		—		488		—			488
Other non-current assets	—		90		—		310		(47		)	353
Non-current amounts due from group undertakings	—		4,859		1,055		—		(5,914		)	—
Total non-current assets	3,409		13,668		8,364		16,384		(25,364		)	16,461
TOTAL ASSETS	$	10,638	$	14,598	$	9,960	$	32,526	$	(37,469	)	$	30,253
LIABILITIES AND EQUITY
Fiduciary liabilities	$	—	$	—	$	—	$	10,505	$	—		$	10,505
Deferred revenue and accrued expenses	—		41		1		1,488		(49		)	1,481
Short-term debt and current portion of long-term debt	—		394		22		92		—			508
Other current liabilities	77		87		33		684		(5		)	876
Amounts due to group undertakings	—		9,946		—		2,097		(12,043		)	—
Total current liabilities	77		10,468		56		14,866		(12,097		)	13,370
Long-term debt	496		186		2,506		169		—			3,357
Liability for pension benefits	—		—		—		1,321		—			1,321
Deferred tax liabilities	—		—		—		1,013		(149		)	864
Provision for liabilities	—		120		—		455		—			575
Other non-current liabilities	—		63		—		483		(14		)	532
Non-current amounts due to group undertakings	—		518		423		4,973		(5,914		)	—
Total non-current liabilities	496		887		2,929		8,414		(6,077		)	6,649
TOTAL LIABILITIES	573		11,355		2,985		23,280		(18,174		)	20,019
REDEEMABLE NONCONTROLLING INTEREST	—		—		—		51		—			51
EQUITY
Total Willis Towers Watson shareholders’ equity	10,065		3,243		6,975		9,077		(19,295		)	10,065
Noncontrolling interests	—		—		—		118		—			118
Total equity	10,065		3,243		6,975		9,195		(19,295		)	10,183
TOTAL LIABILITIES AND EQUITY	$	10,638	$	14,598	$	9,960	$	32,526	$	(37,469	)	$	30,253

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

Condensed Consolidated Statement of Cash Flows



	Year ended December 31, 2016
	Willis Towers Watson			The Other Guarantors			The Issuer			Other			Consolidating adjustments			Consolidated
NET CASH (USED IN)/FROM OPERATING ACTIVITIES	$	(20	)	$	128		$	(83	)	$	1,101		$	(206	)	$	920
CASH FLOWS FROM/(USED IN) INVESTING ACTIVITIES
Additions to fixed assets and software for internal use	—			(79		)	(12		)	(221		)	94			(218		)
Capitalized software costs	—			—			—			(85		)	—			(85		)
Acquisitions of operations, net of cash acquired	—			—			—			476			—			476
Net (cash paid)/proceeds from sale of operations	—			—			—			(4		)	3			(1		)
Other, net	—			—			33			20			(30		)	23
Proceeds from intercompany investing activities	—			163			—			30			(193		)	—
Repayments of intercompany investing activities	(3,751		)	(4,114		)	—			(769		)	8,634			—
Reduction in investment in subsidiaries	4,600			3,600			—			—			(8,200		)	—
Additional investment in subsidiaries	—			(4,600		)	—			(3,600		)	8,200			—
Net cash from/(used in) investing activities	$	849		$	(5,030	)	$	21		$	(4,153	)	$	8,508		$	195
CASH FLOWS (USED IN)/FROM FINANCING ACTIVITIES
Net (payments)/borrowings on revolving credit facility	—			(237		)	—			—			—			(237		)
Senior notes issued	—			1,606			—			—			—			1,606
Proceeds from issuance of other debt	—			400			—			4			—			404
Debt issuance costs	—			(14		)	—			—			—			(14		)
Repayments of debt	(300		)	(1,037		)	—			(564		)	—			(1,901		)
Repurchase of shares	(396		)	—			—			—			—			(396		)
Proceeds from issuance of shares and excess tax benefit	63			—			—			—			—			63
Payments of deferred and contingent consideration related to acquisitions	—			—			—			(67		)	—			(67		)
Dividends paid	(199		)	—			(49		)	(90		)	139			(199		)
Acquisitions of and dividends paid to noncontrolling interests	—			—			—			(21		)	—			(21		)
Proceeds from intercompany financing activities	—			4,204			164			4,266			(8,634		)	—
Repayments of intercompany financing activities	—			(22		)	(53		)	(118		)	193			—
Net cash (used in)/from financing activities	$	(832	)	$	4,900		$	62		$	3,410		$	(8,302	)	$	(762	)
(DECREASE)/INCREASE IN CASH AND CASH EQUIVALENTS	(3		)	(2		)	—			358			—			353
Effect of exchange rate changes on cash and cash equivalents	—			—			—			(15		)	—			(15		)
CASH AND CASH EQUIVALENTS, BEGINNING OF PERIOD	3			2			—			527			—			532
CASH AND CASH EQUIVALENTS, END OF PERIOD	$	—		$	—		$	—		$	870		$	—		$	870

Condensed Consolidated Statement of Cash Flows



	Year ended December 31, 2015
	Willis Towers Watson			The Other Guarantors			The Issuer			Other			Consolidating adjustments			Consolidated
NET CASH (USED IN)/FROM OPERATING ACTIVITIES	$	(10	)	$	583		$	43		$	(223	)	$	(150	)	$	243
CASH FLOWS FROM/(USED IN) INVESTING ACTIVITIES
Additions to fixed assets and software for internal use	—			(10		)	(8		)	(128		)	—			(146		)
Acquisitions of operations, net of cash acquired	—			—			—			(857		)	—			(857		)
Proceeds from sale of operations, net of cash disposed	—			—			—			44			—			44
Other, net	—			—			—			16			—			16
Proceeds from intercompany investing activities	321			49			87			151			(608		)	—
Repayments of intercompany investing activities	(82		)	(746		)	—			(181		)	1,009			—
Additional investment in subsidiaries	—			(598		)	—			—			598			—
Net cash from/(used in) investing activities	$	239		$	(1,305	)	$	79		$	(955	)	$	999		$	(943	)
CASH FLOWS (USED IN)/FROM FINANCING ACTIVITIES
Net (payments)/borrowings on revolving credit facility	—			469			—			—			—			469
Debt issuance costs	—			(5		)	—			—			—			(5		)
Repayments of debt	—			(16		)	(149		)	(1		)	—			(166		)
Proceeds from issue of other debt	—			592			—			—			—			592
Repurchase of shares	(82		)	—			—			—			—			(82		)
Proceeds from issuance of shares and excess tax benefit	124			—			—			605			(598		)	131
Dividends paid	(277		)	—			—			(150		)	150			(277		)
Acquisitions of and dividends paid to noncontrolling interests	—			—			—			(21		)	—			(21		)
Proceeds from intercompany financing activities	—			154			27			828			(1,009		)	—
Repayments of intercompany financing activities	—			(472		)	—			(136		)	608			—
Net cash (used in)/from financing activities	$	(235	)	$	722		$	(122	)	$	1,125		$	(849	)	$	641
DECREASE IN CASH AND CASH EQUIVALENTS	(6		)	—			—			(53		)	—			(59		)
Effect of exchange rate changes on cash and cash equivalents	—			—			—			(44		)	—			(44		)
CASH AND CASH EQUIVALENTS, BEGINNING OF PERIOD	9			2			—			624			—			635
CASH AND CASH EQUIVALENTS, END OF PERIOD	$	3		$	2		$	—		$	527		$	—		$	532

Condensed Consolidated Statement of Cash Flows



	Year ended December 31, 2014
	Willis Towers Watson			The Other Guarantors			The Issuer			Other			Consolidating adjustments			Consolidated
NET CASH (USED IN)/FROM OPERATING ACTIVITIES	$	(35	)	$	387		$	265		$	212		$	(352	)	$	477
CASH FLOWS FROM/(USED IN) INVESTING ACTIVITIES
Additions to fixed assets and software for internal use	—			(9		)	(10		)	(95		)	1			(113		)
Acquisitions of operations, net of cash acquired	—			—			—			(245		)	—			(245		)
Other, net	—			—			1			(4		)	(1		)	(4		)
Proceeds from intercompany investing activities	361			—			120			435			(916		)	—
Repayments of intercompany investing activities	—			(53		)	(131		)	(46		)	230			—
Proceeds from sale of operations net of cash disposed	—			—			—			86			—			86
Additional investment in subsidiaries	(31		)	—			—			—			31			—
Net cash from/(used in) investing activities	$	330		$	(62	)	$	(20	)	$	131		$	(655	)	$	(276	)
CASH FLOWS (USED IN)/FROM FINANCING ACTIVITIES
Net (payments on)/draw down of revolving credit facility	—			—			—			—			—			—
Debt issuance costs	—			—			—			(3		)	—			(3		)
Repayments of debt	—			(15		)	—			—			—			(15		)
Proceeds from issue of other debt	—			—			—			—			—			—
Repurchase of shares	(213		)	—			—			—			—			(213		)
Proceeds from issuance of shares and excess tax benefit	134			—			—			36			(31		)	139
Dividends paid	(210		)	—			—			(352		)	352			(210		)
Acquisitions of and dividends paid to noncontrolling interests	—			(4		)	—			(17		)	—			(21		)
Proceeds from intercompany financing activities	—			46			4			180			(230		)	—
Repayments of intercompany financing activities	—			(353		)	(249		)	(314		)	916			—
Net cash (used in)/from financing activities	$	(289	)	$	(326	)	$	(245	)	$	(470	)	$	1,007		$	(323	)
INCREASE/(DECREASE) IN CASH AND CASH EQUIVALENTS	6			(1		)	—			(127		)	—			(122		)
Effect of exchange rate changes on cash and cash equivalents	—			—			—			(39		)	—			(39		)
CASH AND CASH EQUIVALENTS, BEGINNING OF PERIOD	3			3			—			790			—			796
CASH AND CASH EQUIVALENTS, END OF PERIOD	$	9		$	2		$	—		$	624		$	—		$	635

Condensed Consolidated Statement of Cash Flows



	Year ended December 31, 2016
	Willis Towers Watson — the Parent Issuer			The Guarantors			Other			Consolidating adjustments			Consolidated
NET CASH (USED IN)/FROM OPERATING ACTIVITIES	$	(20	)	$	(4	)	$	1,101		$	(157	)	$	920
CASH FLOWS FROM/(USED IN) INVESTING ACTIVITIES
Additions to fixed assets and software for internal use	—			(91		)	(221		)	94			(218		)
Capitalized software costs	—			—			(85		)	—			(85		)
Acquisitions of operations, net of cash acquired	—			—			476			—			476
Net (cash paid)/proceeds from sale of operations	—			—			(4		)	3			(1		)
Other, net	—			33			20			(30		)	23
Proceeds from intercompany investing activities	—			118			30			(148		)	—
Repayments of intercompany investing activities	(3,751		)	(4,114		)	(769		)	8,634			—
Reduction in investment in subsidiaries	4,600			3,600			—			(8,200		)	—
Additional investment in subsidiaries	—			(4,600		)	(3,600		)	8,200			—
Net cash from/(used in) investing activities	$	849		$	(5,054	)	$	(4,153	)	$	8,553		$	195
CASH FLOWS (USED IN)/FROM FINANCING ACTIVITIES
Net (payments)/borrowings on revolving credit facility	—			(237		)	—			—			(237		)
Senior notes issued	—			1,606			—			—			1,606
Proceeds from issuance of other debt	—			400			4			—			404
Debt issuance costs	—			(14		)	—			—			(14		)
Repayments of debt	(300		)	(1,037		)	(564		)	—			(1,901		)
Repurchase of shares	(396		)	—			—			—			(396		)
Proceeds from issuance of shares and excess tax benefit	63			—			—			—			63
Payments of deferred and contingent consideration related to acquisitions	—			—			(67		)	—			(67		)
Dividends paid	(199		)	—			(90		)	90			(199		)
Acquisitions of and dividends paid to noncontrolling interests	—			—			(21		)	—			(21		)
Proceeds from intercompany financing activities	—			4,368			4,266			(8,634		)	—
Repayments of intercompany financing activities	—			(30		)	(118		)	148			—
Net cash (used in)/from financing activities	$	(832	)	$	5,056		$	3,410		$	(8,396	)	$	(762	)
(DECREASE)/INCREASE IN CASH AND CASH EQUIVALENTS	(3		)	(2		)	358			—			353
Effect of exchange rate changes on cash and cash equivalents	—			—			(15		)	—			(15		)
CASH AND CASH EQUIVALENTS, BEGINNING OF PERIOD	3			2			527			—			532
CASH AND CASH EQUIVALENTS, END OF PERIOD	$	—		$	—		$	870		$	—		$	870

Condensed Consolidated Statement of Cash Flows



	Year ended December 31, 2015
	Willis Towers Watson — the Parent Issuer			The Guarantors			Other			Consolidating adjustments			Consolidated
NET CASH (USED IN)/FROM OPERATING ACTIVITIES	$	(10	)	$	626		$	(223	)	$	(150	)	$	243
CASH FLOWS FROM/(USED IN) INVESTING ACTIVITIES
Additions to fixed assets and software for internal use	—			(18		)	(128		)	—			(146		)
Acquisitions of operations, net of cash acquired	—			—			(857		)	—			(857		)
Proceeds from sale of operations, net of cash disposed	—			—			44			—			44
Other, net	—			—			16			—			16
Proceeds from intercompany investing activities	321			136			151			(608		)	—
Repayments of intercompany investing activities	(82		)	(746		)	(181		)	1,009			—
Additional investment in subsidiaries	—			(598		)	—			598			—
Net cash from/(used in) investing activities	$	239		$	(1,226	)	$	(955	)	$	999		$	(943	)
CASH FLOWS (USED IN)/FROM FINANCING ACTIVITIES
Net (payments)/borrowings on revolving credit facility	—			469			—			—			469
Debt issuance costs	—			(5		)	—			—			(5		)
Repayments of debt	—			(165		)	(1		)	—			(166		)
Proceeds from issue of other debt	—			592			—			—			592
Repurchase of shares	(82		)	—			—			—			(82		)
Proceeds from issuance of shares and excess tax benefit	124			—			605			(598		)	131
Dividends paid	(277		)	—			(150		)	150			(277		)
Acquisitions of and dividends paid to noncontrolling interests	—			—			(21		)	—			(21		)
Proceeds from intercompany financing activities	—			181			828			(1,009		)	—
Repayments of intercompany financing activities	—			(472		)	(136		)	608			—
Net cash (used in)/from financing activities	$	(235	)	$	600		$	1,125		$	(849	)	$	641
DECREASE IN CASH AND CASH EQUIVALENTS	(6		)	—			(53		)	—			(59		)
Effect of exchange rate changes on cash and cash equivalents	—			—			(44		)	—			(44		)
CASH AND CASH EQUIVALENTS, BEGINNING OF PERIOD	9			2			624			—			635
CASH AND CASH EQUIVALENTS, END OF PERIOD	$	3		$	2		$	527		$	—		$	532

Condensed Consolidated Statement of Cash Flows



	Year ended December 31, 2014
	Willis Towers Watson — the Parent Issuer			The Guarantors			Other			Consolidating adjustments			Consolidated
NET CASH (USED IN)/FROM OPERATING ACTIVITIES	$	(35	)	$	652		$	212		$	(352	)	$	477
CASH FLOWS FROM/(USED IN) INVESTING ACTIVITIES
Additions to fixed assets and software for internal use	—			(19		)	(95		)	1			(113		)
Acquisitions of operations, net of cash acquired	—			—			(245		)	—			(245		)
Proceeds from sale of operations, net of cash disposed	—			—			86			—			86
Other, net	—			1			(4		)	(1		)	(4		)
Proceeds from intercompany investing activities	361			120			435			(916		)	—
Repayments of intercompany investing activities	—			(180		)	(46		)	226			—
Additional investment in subsidiaries	(31		)	—			—			31			—
Net cash from/(used in) investing activities	$	330		$	(78	)	$	131		$	(659	)	$	(276	)
CASH FLOWS (USED IN)/FROM FINANCING ACTIVITIES
Debt issuance costs	—			—			(3		)	—			(3		)
Repayments of debt	—			(15		)	—			—			(15		)
Repurchase of shares	(213		)	—			—			—			(213		)
Proceeds from issuance of shares and excess tax benefit	134			—			36			(31		)	139
Dividends paid	(210		)	—			(352		)	352			(210		)
Acquisitions of and dividends paid to noncontrolling interests	—			(4		)	(17		)	—			(21		)
Proceeds from intercompany financing activities	—			46			180			(226		)	—
Repayments of intercompany financing activities	—			(602		)	(314		)	916			—
Net cash (used in)/from financing activities	$	(289	)	$	(575	)	$	(470	)	$	1,011		$	(323	)
INCREASE/(DECREASE) IN CASH AND CASH EQUIVALENTS	6			(1		)	(127		)	—			(122		)
Effect of exchange rate changes on cash and cash equivalents	—			—			(39		)	—			(39		)
CASH AND CASH EQUIVALENTS, BEGINNING OF PERIOD	3			3			790			—			796
CASH AND CASH EQUIVALENTS, END OF PERIOD	$	9		$	2		$	624		$	—		$	635

Condensed Consolidated Statement of Cash Flows



	Year ended December 31, 2016
	Willis Towers Watson			The Other Guarantors			The Issuer			Other			Consolidating adjustments			Consolidated
NET CASH (USED IN)/FROM OPERATING ACTIVITIES	$	(20	)	$	308		$	152		$	1,101		$	(621	)	$	920
CASH FLOWS FROM/(USED IN) INVESTING ACTIVITIES
Additions to fixed assets and software for internal use	—			(91		)	—			(221		)	94			(218		)
Capitalized software costs	—			—			—			(85		)	—			(85		)
Acquisitions of operations, net of cash acquired	—			—			—			476			—			476
Net (cash paid)/proceeds from sale of operations	—			—			—			(4		)	3			(1		)
Other, net	—			33			—			20			(30		)	23
Proceeds from intercompany investing activities	—			108			55			30			(193		)	—
Repayments of intercompany investing activities	(3,751		)	(3,513		)	(602		)	(769		)	8,635			—
Reduction in investment in subsidiaries	4,600			3,600			—			—			(8,200		)	—
Additional investment in subsidiaries	—			(4,600		)	—			(3,600		)	8,200			—
Net cash from/(used in) investing activities	$	849		$	(4,463	)	$	(547	)	$	(4,153	)	$	8,509		$	195
CASH FLOWS (USED IN)/FROM FINANCING ACTIVITIES
Net (payments)/borrowings on revolving credit facility	—			—			(237		)	—			—			(237		)
Senior notes issued	—			—			1,606			—			—			1,606
Proceeds from issuance of other debt	—			—			400			4			—			404
Debt issuance costs	—			—			(14		)	—			—			(14		)
Repayments of debt	(300		)	—			(1,037		)	(564		)	—			(1,901		)
Repurchase of shares	(396		)	—			—			—			—			(396		)
Proceeds from issuance of shares and excess tax benefit	63			—			—			—			—			63
Payments of deferred and contingent consideration related to acquisitions	—			—			—			(67		)	—			(67		)
Dividends paid	(199		)	(162		)	(302		)	(90		)	554			(199		)
Acquisitions of and dividends paid to noncontrolling interests	—			—			—			(21		)	—			(21		)
Proceeds from intercompany financing activities	—			4,368			1			4,266			(8,635		)	—
Repayments of intercompany financing activities	—			(53		)	(22		)	(118		)	193			—
Net cash (used in)/from financing activities	$	(832	)	$	4,153		$	395		$	3,410		$	(7,888	)	$	(762	)
(DECREASE)/INCREASE IN CASH AND CASH EQUIVALENTS	(3		)	(2		)	—			358			—			353
Effect of exchange rate changes on cash and cash equivalents	—			—			—			(15		)	—			(15		)
CASH AND CASH EQUIVALENTS, BEGINNING OF PERIOD	3			2			—			527			—			532
CASH AND CASH EQUIVALENTS, END OF PERIOD	$	—		$	—		$	—		$	870		$	—		$	870

Condensed Consolidated Statement of Cash Flows



	Year ended December 31, 2015
	Willis Towers Watson			The Other Guarantors			The Issuer			Other			Consolidating adjustments			Consolidated
NET CASH (USED IN)/FROM OPERATING ACTIVITIES	$	(10	)	$	593		$	33		$	(223	)	$	(150	)	$	243
CASH FLOWS FROM/(USED IN) INVESTING ACTIVITIES
Additions to fixed assets and software for internal use	—			(18		)	—			(128		)	—			(146		)
Acquisitions of operations, net of cash acquired	—			—			—			(857		)	—			(857		)
Proceeds from sale of operations, net of cash disposed	—			—			—			44			—			44
Other, net	—			—			—			16			—			16
Proceeds from intercompany investing activities	321			136			—			151			(608		)	—
Repayments of intercompany investing activities	(82		)	—			(746		)	(181		)	1,009			—
Additional investment in subsidiaries	—			(420		)	(178		)	—			598			—
Net cash from/(used in) investing activities	$	239		$	(302	)	$	(924	)	$	(955	)	$	999		$	(943	)
CASH FLOWS (USED IN)/FROM FINANCING ACTIVITIES
Net (payments on)/draw down of revolving credit facility	—			—			469			—			—			469
Debt issuance costs	—			—			(5		)	—			—			(5		)
Repayments of debt	—			(149		)	(16		)	(1		)	—			(166		)
Proceeds from issue of other debt	—			—			592			—			—			592
Repurchase of shares	(82		)	—			—			—			—			(82		)
Proceeds from issuance of shares and excess tax benefit	124			—			—			605			(598		)	131
Dividends paid	(277		)	—			—			(150		)	150			(277		)
Acquisitions of and dividends paid to noncontrolling interests	—			—			—			(21		)	—			(21		)
Proceeds from intercompany financing activities	—			181			—			828			(1,009		)	—
Repayments of intercompany financing activities	—			(323		)	(149		)	(136		)	608			—
Net cash (used in)/from financing activities	$	(235	)	$	(291	)	$	891		$	1,125		$	(849	)	$	641
DECREASE IN CASH AND CASH EQUIVALENTS	(6		)	—			—			(53		)	—			(59		)
Effect of exchange rate changes on cash and cash equivalents	—			—			—			(44		)	—			(44		)
CASH AND CASH EQUIVALENTS, BEGINNING OF PERIOD	9			2			—			624			—			635
CASH AND CASH EQUIVALENTS, END OF PERIOD	$	3		$	2		$	—		$	527		$	—		$	532

Condensed Consolidated Statement of Cash Flows



	Year ended December 31, 2014
	Willis Towers Watson			The Other Guarantors			The Issuer			Other			Consolidating adjustments			Consolidated
NET CASH (USED IN)/FROM OPERATING ACTIVITIES	$	(35	)	$	781		$	181		$	212		$	(662	)	$	477
CASH FLOWS FROM/(USED IN) INVESTING ACTIVITIES
Additions to fixed assets and software for internal use	—			(19		)	—			(95		)	1			(113		)
Acquisitions of operations, net of cash acquired	—			—			—			(245		)	—			(245		)
Proceeds from sale of operations, net of cash disposed	—			—			—			86			—			86
Other, net	—			1			—			(4		)	(1		)	(4		)
Proceeds from intercompany investing activities	361			120			—			435			(916		)	—
Repayments of intercompany investing activities	—			(180		)	(4		)	(46		)	230			—
Additional investment in subsidiaries	(31		)	—			—			—			31			—
Net cash from/(used in) investing activities	$	330		$	(78	)	$	(4	)	$	131		$	(655	)	$	(276	)
CASH FLOWS (USED IN)/FROM FINANCING ACTIVITIES
Debt issuance costs	—			—			—			(3		)	—			(3		)
Repayments of debt	—			—			(15		)	—			—			(15		)
Repurchase of shares	(213		)	—			—			—			—			(213		)
Proceeds from issuance of shares and excess tax benefit	134			—			—			36			(31		)	139
Dividends paid	(210		)	(155		)	(155		)	(352		)	662			(210		)
Acquisitions of and dividends paid to noncontrolling interests	—			(4		)	—			(17		)	—			(21		)
Proceeds from intercompany financing activities	—			50			—			180			(230		)	—
Repayments of intercompany financing activities	—			(595		)	(7		)	(314		)	916			—
Net cash (used in)/from financing activities	$	(289	)	$	(704	)	$	(177	)	$	(470	)	$	1,317		$	(323	)
INCREASE/(DECREASE) IN CASH AND CASH EQUIVALENTS	6			(1		)	—			(127		)	—			(122		)
Effect of exchange rate changes on cash and cash equivalents	—			—			—			(39		)	—			(39		)
CASH AND CASH EQUIVALENTS, BEGINNING OF PERIOD	3			3			—			790			—			796
CASH AND CASH EQUIVALENTS, END OF PERIOD	$	9		$	2		$	—		$	624		$	—		$	635

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

12 Months Ended

Dec. 31, 2016

Condensed Financial Information of Parent Company Only Disclosure [Abstract]

Unaudited Condensed Consolidated Statement of Operations

Condensed Consolidated Statement of Operations



	Year ended December 31, 2014
	Willis Towers Watson			The Other Guarantors			The Issuer			Other			Consolidating adjustments			Consolidated
Revenues
Commissions and fees	$	—		$	—		$	8		$	3,759		$	—		$	3,767
Interest and other income	—			—			—			35			—			35
Total revenues	—			—			8			3,794			—			3,802
Costs of providing services
Salaries and benefits	1			—			81			2,232			—			2,314
Other operating expenses	16			95			38			510			—			659
Depreciation	—			4			17			71			—			92
Amortization	—			—			—			54			—			54
Restructuring costs	—			11			3			22			—			36
Total costs of providing services	17			110			139			2,889			—			3,155
(Loss) Income from operations	(17		)	(110		)	(131		)	905			—			647
Income from Group undertakings	—			(221		)	(313		)	(102		)	636			—
Expenses due to Group undertakings	—			33			179			424			(636		)	—
Interest expense	43			35			45			12			—			135
Other expense/(income), net	15			220			—			(11		)	(230		)	(6		)
(LOSS) INCOME FROM CONTINUING OPERATIONS BEFORE INCOME TAXES AND INTEREST IN EARNINGS OF ASSOCIATES	(75		)	(177		)	(42		)	582			230			518
(Benefit from)/provision for income taxes	—			(25		)	(24		)	208			—			159
(LOSS) INCOME FROM CONTINUING OPERATIONS BEFORE INTEREST IN EARNINGS OF ASSOCIATES	(75		)	(152		)	(18		)	374			230			359
Interest in earnings/(loss) of associates, net of tax	—			10			—			4			—			14
Equity account for subsidiaries	437			570			76			—			(1,083		)	—
NET INCOME	362			428			58			378			(853		)	373
Income attributable to noncontrolling interests	—			—			—			(11		)	—			(11		)
NET INCOME ATTRIBUTABLE TO WILLIS TOWERS WATSON	$	362		$	428		$	58		$	367		$	(853	)	$	362

Condensed Consolidated Statement of Operations



	Year ended December 31, 2016
	Willis Towers Watson			The Other Guarantors			The Issuer			Other			Consolidating adjustments			Consolidated
Revenues
Commissions and fees	$	—		$	—		$	19		$	7,759		$	—		$	7,778
Interest and other income	—			2			—			107			—			109
Total revenues	—			2			19			7,866			—			7,887
Costs of providing services
Salaries and benefits	2			1			15			4,628			—			4,646
Other operating expenses	3			112			88			1,348			—			1,551
Depreciation	—			5			14			159			—			178
Amortization	—			—			—			591			—			591
Restructuring costs	—			29			39			125			—			193
Transaction and integration expenses	1			16			26			134			—			177
Total costs of providing services	6			163			182			6,985			—			7,336
(Loss) Income from operations	(6		)	(161		)	(163		)	881			—			551
Income from Group undertakings	(3		)	(500		)	(287		)	(136		)	926			—
Expenses due to Group undertakings	3			74			178			671			(926		)	—
Interest expense	32			89			39			24			—			184
Other (income)/expense, net	—			(2		)	—			29			—			27
(LOSS) INCOME FROM CONTINUING OPERATIONS BEFORE INCOME TAXES AND INTEREST IN EARNINGS OF ASSOCIATES	(38		)	178			(93		)	293			—			340
(Benefit from)/provision for income taxes	—			(36		)	(86		)	26			—			(96		)
(LOSS) INCOME FROM CONTINUING OPERATIONS BEFORE INTEREST IN EARNINGS OF ASSOCIATES	(38		)	214			(7		)	267			—			436
Interest in earnings of associates, net of tax	—			—			—			2			—			2
Equity account for subsidiaries	458			234			157			—			(849		)	—
NET INCOME	420			448			150			269			(849		)	438
Income attributable to noncontrolling interests	—			—			—			(18		)	—			(18		)
NET INCOME ATTRIBUTABLE TO WILLIS TOWERS WATSON	$	420		$	448		$	150		$	251		$	(849	)	$	420

Condensed Consolidated Statement of Operations



	Year ended December 31, 2015
	Willis Towers Watson			The Other Guarantors			The Issuer			Other			Consolidating adjustments			Consolidated
Revenues
Commissions and fees	$	—		$	—		$	11		$	3,798		$	—		$	3,809
Interest and other income	—			1			—			19			—			20
Total revenues	—			1			11			3,817			—			3,829
Costs of providing services
Salaries and benefits	1			—			77			2,225			—			2,303
Other operating expenses	8			100			1			609			—			718
Depreciation	—			6			16			73			—			95
Amortization	—			—			—			76			—			76
Restructuring costs	—			28			13			85			—			126
Transaction and integration expenses	4			14			—			66			—			84
Total costs of providing services	13			148			107			3,134			—			3,402
(Loss) Income from operations	(13		)	(147		)	(96		)	683			—			427
Income from Group undertakings	—			(225		)	(236		)	(110		)	571			—
Expenses due to Group undertakings	—			31			189			351			(571		)	—
Interest expense	43			39			42			18			—			142
Other expense/(income), net	10			(42		)	—			(23		)	—			(55		)
(LOSS) INCOME FROM CONTINUING OPERATIONS BEFORE INCOME TAXES AND INTEREST IN EARNINGS OF ASSOCIATES	(66		)	50			(91		)	447			—			340
(Benefit from)/provision for income taxes	—			(29		)	(17		)	13			—			(33		)
(LOSS) INCOME FROM CONTINUING OPERATIONS BEFORE INTEREST IN EARNINGS OF ASSOCIATES	(66		)	79			(74		)	434			—			373
Interest in earnings of associates, net of tax	—			9			—			2			—			11
Equity account for subsidiaries	439			347			106			—			(892		)	—
NET INCOME	373			435			32			436			(892		)	384
Income attributable to noncontrolling interests	—			—			—			(11		)	—			(11		)
NET INCOME ATTRIBUTABLE TO WILLIS TOWERS WATSON	$	373		$	435		$	32		$	425		$	(892	)	$	373

Condensed Consolidated Statement of Operations



	Year ended December 31, 2015
	Willis Towers Watson — the Parent Issuer			The Guarantors			Other			Consolidating adjustments			Consolidated
Revenues
Commissions and fees	$	—		$	11		$	3,798		$	—		$	3,809
Interest and other income	—			1			19			—			20
Total revenues	—			12			3,817			—			3,829
Costs of providing services
Salaries and benefits	1			77			2,225			—			2,303
Other operating expenses	8			101			609			—			718
Depreciation	—			22			73			—			95
Amortization	—			—			76			—			76
Restructuring costs	—			41			85			—			126
Transaction and integration expenses	4			14			66			—			84
Total costs of providing services	13			255			3,134			—			3,402
(Loss) Income from operations	(13		)	(243		)	683			—			427
Income from Group undertakings	—			(350		)	(110		)	460			—
Expenses due to Group undertakings	—			109			351			(460		)	—
Interest expense	43			81			18			—			142
Other expense/(income), net	10			(42		)	(23		)	—			(55		)
(LOSS) INCOME FROM CONTINUING OPERATIONS BEFORE INCOME TAXES AND INTEREST IN EARNINGS OF ASSOCIATES	(66		)	(41		)	447			—			340
(Benefit from)/provision for income taxes	—			(46		)	13			—			(33		)
(LOSS) INCOME FROM CONTINUING OPERATIONS BEFORE INTEREST IN EARNINGS OF ASSOCIATES	(66		)	5			434			—			373
Interest in earnings of associates, net of tax	—			9			2			—			11
Equity account for subsidiaries	439			421			—			(860		)	—
NET INCOME	373			435			436			(860		)	384
Income attributable to noncontrolling interests	—			—			(11		)	—			(11		)
NET INCOME ATTRIBUTABLE TO WILLIS TOWERS WATSON	$	373		$	435		$	425		$	(860	)	$	373

Condensed Consolidated Statement of Operations



	Year ended December 31, 2014
	Willis Towers Watson — the Parent Issuer			The Guarantors			Other			Consolidating adjustments			Consolidated
Revenues
Commissions and fees	$	—		$	8		$	3,759		$	—		$	3,767
Interest and other income	—			—			35			—			35
Total revenues	—			8			3,794			—			3,802
Costs of providing services
Salaries and benefits	1			81			2,232			—			2,314
Other operating expenses	16			133			510			—			659
Depreciation	—			21			71			—			92
Amortization	—			—			54			—			54
Restructuring costs	—			14			22			—			36
Total costs of providing services	17			249			2,889			—			3,155
(Loss) Income from operations	(17		)	(241		)	905			—			647
Income from Group undertakings	—			(424		)	(102		)	526			—
Expenses due to Group undertakings	—			102			424			(526		)	—
Interest expense	43			80			12			—			135
Other expense/(income), net	15			220			(11		)	(230		)	(6		)
(LOSS) INCOME FROM CONTINUING OPERATIONS BEFORE INCOME TAXES AND INTEREST IN EARNINGS OF ASSOCIATES	(75		)	(219		)	582			230			518
(Benefit from)/provision for income taxes	—			(49		)	208			—			159
(LOSS) INCOME FROM CONTINUING OPERATIONS BEFORE INTEREST IN EARNINGS OF ASSOCIATES	(75		)	(170		)	374			230			359
Interest in earnings of associates, net of tax	—			10			4			—			14
Equity account for subsidiaries	437			588			—			(1,025		)	—
NET INCOME	362			428			378			(795		)	373
Income attributable to noncontrolling interests	—			—			(11		)	—			(11		)
NET INCOME ATTRIBUTABLE TO WILLIS TOWERS WATSON	$	362		$	428		$	367		$	(795	)	$	362

Condensed Consolidated Statement of Operations



	Year ended December 31, 2016
	Willis Towers Watson — the Parent Issuer			The Guarantors			Other			Consolidating adjustments			Consolidated
Revenues
Commissions and fees	$	—		$	19		$	7,759		$	—		$	7,778
Interest and other income	—			2			107			—			109
Total revenues	—			21			7,866			—			7,887
Costs of providing services
Salaries and benefits	2			16			4,628			—			4,646
Other operating expenses	3			200			1,348			—			1,551
Depreciation	—			19			159			—			178
Amortization	—			—			591			—			591
Restructuring costs	—			68			125			—			193
Transaction and integration expenses	1			42			134			—			177
Total costs of providing services	6			345			6,985			—			7,336
(Loss) Income from operations	(6		)	(324		)	881			—			551
Income from Group undertakings	(3		)	(672		)	(136		)	811			—
Expenses due to Group undertakings	3			137			671			(811		)	—
Interest expense	32			128			24			—			184
Other (income)/expense, net	—			(2		)	29			—			27
(LOSS) INCOME FROM CONTINUING OPERATIONS BEFORE INCOME TAXES AND INTEREST IN EARNINGS OF ASSOCIATES	(38		)	85			293			—			340
(Benefit from)/provision for income taxes	—			(122		)	26			—			(96		)
(LOSS) INCOME FROM CONTINUING OPERATIONS BEFORE INTEREST IN EARNINGS OF ASSOCIATES	(38		)	207			267			—			436
Interest in earnings of associates, net of tax	—			—			2			—			2
Equity account for subsidiaries	458			241			—			(699		)	—
NET INCOME	420			448			269			(699		)	438
Income attributable to noncontrolling interests	—			—			(18		)	—			(18		)
NET INCOME ATTRIBUTABLE TO WILLIS TOWERS WATSON	$	420		$	448		$	251		$	(699	)	$	420

Condensed Consolidated Statement of Operations



	Year ended December 31, 2015
	Willis Towers Watson			The Other Guarantors			The Issuer			Other			Consolidating adjustments			Consolidated
Revenues
Commissions and fees	$	—		$	11		$	—		$	3,798		$	—		$	3,809
Interest and other income	—			1			—			19			—			20
Total revenues	—			12			—			3,817			—			3,829
Costs of providing services
Salaries and benefits	1			77			—			2,225			—			2,303
Other operating expenses	8			101			—			609			—			718
Depreciation	—			22			—			73			—			95
Amortization	—			—			—			76			—			76
Restructuring costs	—			41			—			85			—			126
Transaction and integration expenses	4			14			—			66			—			84
Total costs of providing services	13			255			—			3,134			—			3,402
(Loss) Income from operations	(13		)	(243		)	—			683			—			427
Income from Group undertakings	—			(374		)	(93		)	(110		)	577			—
Expenses due to Group undertakings	—			200			26			351			(577		)	—
Interest expense	43			41			40			18			—			142
Other expense/(income), net	10			(42		)	—			(23		)	—			(55		)
(LOSS) INCOME FROM CONTINUING OPERATIONS BEFORE INCOME TAXES AND INTEREST IN EARNINGS OF ASSOCIATES	(66		)	(68		)	27			447			—			340
(Benefit from)/provision for income taxes	—			(51		)	5			13			—			(33		)
(LOSS) INCOME FROM CONTINUING OPERATIONS BEFORE INTEREST IN EARNINGS OF ASSOCIATES	(66		)	(17		)	22			434			—			373
Interest in earnings of associates, net of tax	—			9			—			2			—			11
Equity account for subsidiaries	439			443			337			—			(1,219		)	—
NET INCOME	373			435			359			436			(1,219		)	384
Income attributable to noncontrolling interests	—			—			—			(11		)	—			(11		)
NET INCOME ATTRIBUTABLE TO WILLIS TOWERS WATSON	$	373		$	435		$	359		$	425		$	(1,219	)	$	373

Condensed Consolidated Statement of Operations



	Year ended December 31, 2014
	Willis Towers Watson			The Other Guarantors			The Issuer			Other			Consolidating adjustments			Consolidated
Revenues
Commissions and fees	$	—		$	8		$	—		$	3,759		$	—		$	3,767
Interest and other income	—			—			—			35			—			35
Total revenues	—			8			—			3,794			—			3,802
Costs of providing services
Salaries and benefits	1			81			—			2,232			—			2,314
Other operating expenses	16			133			—			510			—			659
Depreciation	—			21			—			71			—			92
Amortization	—			—			—			54			—			54
Restructuring costs	—			14			—			22			—			36
Total costs of providing services	17			249			—			2,889			—			3,155
(Loss) Income from operations	(17		)	(241		)	—			905			—			647
Income from Group undertakings	—			(450		)	(91		)	(102		)	643			—
Expenses due to Group undertakings	—			190			29			424			(643		)	—
Interest expense	43			44			36			12			—			135
Other expense/(income), net	15			220			—			(11		)	(230		)	(6		)
(LOSS) INCOME FROM CONTINUING OPERATIONS BEFORE INCOME TAXES AND INTEREST IN EARNINGS OF ASSOCIATES	(75		)	(245		)	26			582			230			518
(Benefit from)/provision for income taxes	—			(54		)	5			208			—			159
(LOSS) INCOME FROM CONTINUING OPERATIONS BEFORE INTEREST IN EARNINGS OF ASSOCIATES	(75		)	(191		)	21			374			230			359
Interest in earnings of associates, net of tax	—			10			—			4			—			14
Equity account for subsidiaries	437			609			314			—			(1,360		)	—
NET INCOME	362			428			335			378			(1,130		)	373
Income attributable to noncontrolling interests	—			—			—			(11		)	—			(11		)
NET INCOME ATTRIBUTABLE TO WILLIS TOWERS WATSON	$	362		$	428		$	335		$	367		$	(1,130	)	$	362

Condensed Consolidated Statement of Operations



	Year ended December 31, 2016
	Willis Towers Watson			The Other Guarantors			The Issuer			Other			Consolidating adjustments			Consolidated
Revenues
Commissions and fees	$	—		$	19		$	—		$	7,759		$	—		$	7,778
Interest and other income	—			2			—			107			—			109
Total revenues	—			21			—			7,866			—			7,887
Costs of providing services
Salaries and benefits	2			16			—			4,628			—			4,646
Other operating expenses	3			200			—			1,348			—			1,551
Depreciation	—			19			—			159			—			178
Amortization	—			—			—			591			—			591
Restructuring costs	—			68			—			125			—			193
Transaction and integration expenses	1			42			—			134			—			177
Total costs of providing services	6			345			—			6,985			—			7,336
(Loss) Income from operations	(6		)	(324		)	—			881			—			551
Income from Group undertakings	(3		)	(657		)	(132		)	(136		)	928			—
Expenses due to Group undertakings	3			228			26			671			(928		)	—
Interest expense	32			38			90			24			—			184
Other (income)/expense, net	—			(2		)	—			29			—			27
(LOSS) INCOME FROM CONTINUING OPERATIONS BEFORE INCOME TAXES AND INTEREST IN EARNINGS OF ASSOCIATES	(38		)	69			16			293			—			340
(Benefit from)/provision for income taxes	—			(125		)	3			26			—			(96		)
(LOSS) INCOME FROM CONTINUING OPERATIONS BEFORE INTEREST IN EARNINGS OF ASSOCIATES	(38		)	194			13			267			—			436
Interest in earnings of associates, net of tax	—			—			—			2			—			2
Equity account for subsidiaries	458			254			151			—			(863		)	—
NET INCOME	420			448			164			269			(863		)	438
Income attributable to noncontrolling interests	—			—			—			(18		)	—			(18		)
NET INCOME (LOSS) ATTRIBUTABLE TO WILLIS TOWERS WATSON	$	420		$	448		$	164		$	251		$	(863	)	$	420

Unaudited Condensed Consolidated Statement of Comprehensive Income

Condensed Consolidated Statement of Comprehensive Income/(Loss)



	Year ended December 31, 2016
	Willis Towers Watson			The Other Guarantors			The Issuer			Other			Consolidating adjustments		Consolidated
Comprehensive (loss)/income before noncontrolling interests	$	(427	)	$	(380	)	$	(266	)	$	(550	)	$	1,194	$	(429	)
Less: Comprehensive loss attributable to noncontrolling interests	—			—			—			2			—		2
Comprehensive (loss)/income attributable to Willis Towers Watson	$	(427	)	$	(380	)	$	(266	)	$	(548	)	$	1,194	$	(427	)

Condensed Consolidated Statement of Comprehensive Income/(Loss)



	Year ended December 31, 2014
	Willis Towers Watson			The Other Guarantors		The Issuer			Other			Consolidating adjustments			Consolidated
Comprehensive (loss)/income before noncontrolling interests	$	(11	)	$	69	$	(110	)	$	49		$	(3	)	$	(6	)
Less: Comprehensive income attributable to noncontrolling interests	—			—		—			(5		)	—			(5		)
Comprehensive (loss)/income attributable to Willis Towers Watson	$	(11	)	$	69	$	(110	)	$	44		$	(3	)	$	(11	)

Condensed Consolidated Statement of Comprehensive Income/(Loss)



	Year ended December 31, 2015
	Willis Towers Watson		The Other Guarantors		The Issuer		Other			Consolidating adjustments			Consolidated
Comprehensive income/(loss) before noncontrolling interests	$	402	$	462	$	49	$	455		$	(965	)	$	403
Less: Comprehensive income attributable to noncontrolling interests	—		—		—		(1		)	—			(1		)
Comprehensive income/(loss) attributable to Willis Towers Watson	$	402	$	462	$	49	$	454		$	(965	)	$	402

Condensed Consolidated Statement of Comprehensive Income/(Loss)



	Year ended December 31, 2014
	Willis Towers Watson — the Parent Issuer			The Guarantors		Other			Consolidating adjustments			Consolidated
Comprehensive (loss)/income before noncontrolling interests	$	(11	)	$	69	$	49		$	(113	)	$	(6	)
Less: Comprehensive income attributable to noncontrolling interests	—			—		(5		)	—			(5		)
Comprehensive (loss)/income attributable to Willis Towers Watson	$	(11	)	$	69	$	44		$	(113	)	$	(11	)

Condensed Consolidated Statement of Comprehensive Income/(Loss)



	Year ended December 31, 2015
	Willis Towers Watson — the Parent Issuer		The Guarantors		Other			Consolidating adjustments			Consolidated
Comprehensive income/(loss) before noncontrolling interests	$	402	$	462	$	455		$	(916	)	$	403
Less: Comprehensive income attributable to noncontrolling interests	—		—		(1		)	—			(1		)
Comprehensive income/(loss) attributable to Willis Towers Watson	$	402	$	462	$	454		$	(916	)	$	402

Condensed Consolidated Statement of Comprehensive Income/(Loss)



	Year ended December 31, 2016
	Willis Towers Watson — the Parent Issuer			The Guarantors			Other			Consolidating adjustments		Consolidated
Comprehensive (loss)/income before noncontrolling interests	$	(427	)	$	(380	)	$	(550	)	$	928	$	(429	)
Less: Comprehensive loss attributable to noncontrolling interests	—			—			2			—		2
Comprehensive (loss)/income attributable to Willis Towers Watson	$	(427	)	$	(380	)	$	(548	)	$	928	$	(427	)

Condensed Consolidated Statement of Comprehensive Income/(Loss)



	Year ended December 31, 2016
	Willis Towers Watson			The Other Guarantors			The Issuer			Other			Consolidating adjustments		Consolidated
Comprehensive (loss)/income before noncontrolling interests	$	(427	)	$	(379	)	$	(656	)	$	(550	)	$	1,583	$	(429	)
Less: Comprehensive loss attributable to noncontrolling interests	—			—			—			2			—		2
Comprehensive (loss)/income attributable to Willis Towers Watson	$	(427	)	$	(379	)	$	(656	)	$	(548	)	$	1,583	$	(427	)

Condensed Consolidated Statement of Comprehensive Income/(Loss)



	Year ended December 31, 2014
	Willis Towers Watson			The Other Guarantors		The Issuer			Other			Consolidating adjustments			Consolidated
Comprehensive (loss)/income before noncontrolling interests	$	(11	)	$	69	$	(5	)	$	49		$	(108	)	$	(6	)
Less: Comprehensive income attributable to noncontrolling interests	—			—		—			(5		)	—			(5		)
Comprehensive (loss)/income attributable to Willis Towers Watson	$	(11	)	$	69	$	(5	)	$	44		$	(108	)	$	(11	)

Condensed Consolidated Statement of Comprehensive Income/(Loss)



	Year ended December 31, 2015
	Willis Towers Watson		The Other Guarantors		The Issuer		Other			Consolidating adjustments			Consolidated
Comprehensive income/(loss) before noncontrolling interests	$	402	$	462	$	400	$	455		$	(1,316	)	$	403
Less: Comprehensive income attributable to noncontrolling interests	—		—		—		(1		)	—			(1		)
Comprehensive income/(loss) attributable to Willis Towers Watson	$	402	$	462	$	400	$	454		$	(1,316	)	$	402

Unaudited Condensed Consolidated Balance Sheet

Condensed Consolidated Balance Sheet



	As of December 31, 2016
	Willis Towers Watson		The Other Guarantors		The Issuer		Other		Consolidating adjustments			Consolidated
ASSETS
Cash and cash equivalents	$	—	$	—	$	—	$	870	$	—		$	870
Fiduciary assets	—		—		—		10,505		—			10,505
Accounts receivable, net	—		—		7		2,073		—			2,080
Prepaid and other current assets	—		49		23		324		(59		)	337
Amounts due from group undertakings	7,229		1,706		1,190		2,370		(12,495		)	—
Total current assets	7,229		1,755		1,220		16,142		(12,554		)	13,792
Investments in subsidiaries	3,409		7,733		5,480		—		(16,622		)	—
Fixed assets, net	—		34		—		805		—			839
Goodwill	—		—		—		10,413		—			10,413
Other intangible assets, net	—		64		—		4,368		(64		)	4,368
Pension benefits assets	—		—		—		488		—			488
Other non-current assets	—		10		80		310		(47		)	353
Non-current amounts due from group undertakings	—		4,655		836		—		(5,491		)	—
Total non-current assets	3,409		12,496		6,396		16,384		(22,224		)	16,461
TOTAL ASSETS	$	10,638	$	14,251	$	7,616	$	32,526	$	(34,778	)	$	30,253
LIABILITIES AND EQUITY
Fiduciary liabilities	$	—	$	—	$	—	$	10,505	$	—		$	10,505
Deferred revenue and accrued expenses	—		15		27		1,488		(49		)	1,481
Short-term debt and current portion of long-term debt	—		22		394		92		—			508
Other current liabilities	77		94		23		684		(2		)	876
Amounts due to group undertakings	—		8,323		2,075		2,097		(12,495		)	—
Total current liabilities	77		8,454		2,519		14,866		(12,546		)	13,370
Long-term debt	496		2,506		186		169		—			3,357
Liability for pension benefits	—		—		—		1,321		—			1,321
Deferred tax liabilities	—		—		—		1,013		(149		)	864
Provision for liabilities	—		—		120		455		—			575
Other non-current liabilities	—		48		15		483		(14		)	532
Non-current amounts due to group undertakings	—		—		518		4,973		(5,491		)	—
Total non-current liabilities	496		2,554		839		8,414		(5,654		)	6,649
TOTAL LIABILITIES	573		11,008		3,358		23,280		(18,200		)	20,019
REDEEMABLE NONCONTROLLING INTEREST	—		—		—		51		—			51
EQUITY
Total Willis Towers Watson shareholders’ equity	10,065		3,243		4,258		9,077		(16,578		)	10,065
Noncontrolling interests	—		—		—		118		—			118
Total equity	10,065		3,243		4,258		9,195		(16,578		)	10,183
TOTAL LIABILITIES AND EQUITY	$	10,638	$	14,251	$	7,616	$	32,526	$	(34,778	)	$	30,253

Condensed 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

Condensed Consolidated Balance Sheet



	As of December 31, 2016
	Willis Towers Watson — the Parent Issuer		The Guarantors		Other		Consolidating adjustments			Consolidated
ASSETS
Cash and cash equivalents	$	—	$	—	$	870	$	—		$	870
Fiduciary assets	—		—		10,505		—			10,505
Accounts receivable, net	—		7		2,073		—			2,080
Prepaid and other current assets	—		72		324		(59		)	337
Amounts due from group undertakings	7,229		1,648		2,370		(11,247		)	—
Total current assets	7,229		1,727		16,142		(11,306		)	13,792
Investments in subsidiaries	3,409		8,955		—		(12,364		)	—
Fixed assets, net	—		34		805		—			839
Goodwill	—		—		10,413		—			10,413
Other intangible assets, net	—		64		4,368		(64		)	4,368
Pension benefits assets	—		—		488		—			488
Other non-current assets	—		90		310		(47		)	353
Non-current amounts due from group undertakings	—		4,973		—		(4,973		)	—
Total non-current assets	3,409		14,116		16,384		(17,448		)	16,461
TOTAL ASSETS	$	10,638	$	15,843	$	32,526	$	(28,754	)	$	30,253
LIABILITIES AND EQUITY
Fiduciary liabilities	$	—	$	—	$	10,505	$	—		$	10,505
Deferred revenue and accrued expenses	—		42		1,488		(49		)	1,481
Short-term debt and current portion of long-term debt	—		416		92		—			508
Other current liabilities	77		117		684		(2		)	876
Amounts due to group undertakings	—		9,150		2,097		(11,247		)	—
Total current liabilities	77		9,725		14,866		(11,298		)	13,370
Long-term debt	496		2,692		169		—			3,357
Liability for pension benefits	—		—		1,321		—			1,321
Deferred tax liabilities	—		—		1,013		(149		)	864
Provision for liabilities	—		120		455		—			575
Other non-current liabilities	—		63		483		(14		)	532
Non-current amounts due to group undertakings	—		—		4,973		(4,973		)	—
Total non-current liabilities	496		2,875		8,414		(5,136		)	6,649
TOTAL LIABILITIES	573		12,600		23,280		(16,434		)	20,019
REDEEMABLE NONCONTROLLING INTEREST	—		—		51		—			51
EQUITY
Total Willis Towers Watson shareholders’ equity	10,065		3,243		9,077		(12,320		)	10,065
Noncontrolling interests	—		—		118		—			118
Total equity	10,065		3,243		9,195		(12,320		)	10,183
TOTAL LIABILITIES AND EQUITY	$	10,638	$	15,843	$	32,526	$	(28,754	)	$	30,253

Condensed 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

Condensed Consolidated Balance Sheet



	As of December 31, 2016
	Willis Towers Watson		The Other Guarantors		The Issuer		Other		Consolidating adjustments			Consolidated
ASSETS
Cash and cash equivalents	$	—	$	—	$	—	$	870	$	—		$	870
Fiduciary assets	—		—		—		10,505		—			10,505
Accounts receivable, net	—		7		—		2,073		—			2,080
Prepaid and other current assets	—		74		1		324		(62		)	337
Amounts due from group undertakings	7,229		849		1,595		2,370		(12,043		)	—
Total current assets	7,229		930		1,596		16,142		(12,105		)	13,792
Investments in subsidiaries	3,409		8,621		7,309		—		(19,339		)	—
Fixed assets, net	—		34		—		805		—			839
Goodwill	—		—		—		10,413		—			10,413
Other intangible assets, net	—		64		—		4,368		(64		)	4,368
Pension benefits assets	—		—		—		488		—			488
Other non-current assets	—		90		—		310		(47		)	353
Non-current amounts due from group undertakings	—		4,859		1,055		—		(5,914		)	—
Total non-current assets	3,409		13,668		8,364		16,384		(25,364		)	16,461
TOTAL ASSETS	$	10,638	$	14,598	$	9,960	$	32,526	$	(37,469	)	$	30,253
LIABILITIES AND EQUITY
Fiduciary liabilities	$	—	$	—	$	—	$	10,505	$	—		$	10,505
Deferred revenue and accrued expenses	—		41		1		1,488		(49		)	1,481
Short-term debt and current portion of long-term debt	—		394		22		92		—			508
Other current liabilities	77		87		33		684		(5		)	876
Amounts due to group undertakings	—		9,946		—		2,097		(12,043		)	—
Total current liabilities	77		10,468		56		14,866		(12,097		)	13,370
Long-term debt	496		186		2,506		169		—			3,357
Liability for pension benefits	—		—		—		1,321		—			1,321
Deferred tax liabilities	—		—		—		1,013		(149		)	864
Provision for liabilities	—		120		—		455		—			575
Other non-current liabilities	—		63		—		483		(14		)	532
Non-current amounts due to group undertakings	—		518		423		4,973		(5,914		)	—
Total non-current liabilities	496		887		2,929		8,414		(6,077		)	6,649
TOTAL LIABILITIES	573		11,355		2,985		23,280		(18,174		)	20,019
REDEEMABLE NONCONTROLLING INTEREST	—		—		—		51		—			51
EQUITY
Total Willis Towers Watson shareholders’ equity	10,065		3,243		6,975		9,077		(19,295		)	10,065
Noncontrolling interests	—		—		—		118		—			118
Total equity	10,065		3,243		6,975		9,195		(19,295		)	10,183
TOTAL LIABILITIES AND EQUITY	$	10,638	$	14,598	$	9,960	$	32,526	$	(37,469	)	$	30,253

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

Condensed Consolidated Statement of Cash Flows



	Year ended December 31, 2016
	Willis Towers Watson			The Other Guarantors			The Issuer			Other			Consolidating adjustments			Consolidated
NET CASH (USED IN)/FROM OPERATING ACTIVITIES	$	(20	)	$	128		$	(83	)	$	1,101		$	(206	)	$	920
CASH FLOWS FROM/(USED IN) INVESTING ACTIVITIES
Additions to fixed assets and software for internal use	—			(79		)	(12		)	(221		)	94			(218		)
Capitalized software costs	—			—			—			(85		)	—			(85		)
Acquisitions of operations, net of cash acquired	—			—			—			476			—			476
Net (cash paid)/proceeds from sale of operations	—			—			—			(4		)	3			(1		)
Other, net	—			—			33			20			(30		)	23
Proceeds from intercompany investing activities	—			163			—			30			(193		)	—
Repayments of intercompany investing activities	(3,751		)	(4,114		)	—			(769		)	8,634			—
Reduction in investment in subsidiaries	4,600			3,600			—			—			(8,200		)	—
Additional investment in subsidiaries	—			(4,600		)	—			(3,600		)	8,200			—
Net cash from/(used in) investing activities	$	849		$	(5,030	)	$	21		$	(4,153	)	$	8,508		$	195
CASH FLOWS (USED IN)/FROM FINANCING ACTIVITIES
Net (payments)/borrowings on revolving credit facility	—			(237		)	—			—			—			(237		)
Senior notes issued	—			1,606			—			—			—			1,606
Proceeds from issuance of other debt	—			400			—			4			—			404
Debt issuance costs	—			(14		)	—			—			—			(14		)
Repayments of debt	(300		)	(1,037		)	—			(564		)	—			(1,901		)
Repurchase of shares	(396		)	—			—			—			—			(396		)
Proceeds from issuance of shares and excess tax benefit	63			—			—			—			—			63
Payments of deferred and contingent consideration related to acquisitions	—			—			—			(67		)	—			(67		)
Dividends paid	(199		)	—			(49		)	(90		)	139			(199		)
Acquisitions of and dividends paid to noncontrolling interests	—			—			—			(21		)	—			(21		)
Proceeds from intercompany financing activities	—			4,204			164			4,266			(8,634		)	—
Repayments of intercompany financing activities	—			(22		)	(53		)	(118		)	193			—
Net cash (used in)/from financing activities	$	(832	)	$	4,900		$	62		$	3,410		$	(8,302	)	$	(762	)
(DECREASE)/INCREASE IN CASH AND CASH EQUIVALENTS	(3		)	(2		)	—			358			—			353
Effect of exchange rate changes on cash and cash equivalents	—			—			—			(15		)	—			(15		)
CASH AND CASH EQUIVALENTS, BEGINNING OF PERIOD	3			2			—			527			—			532
CASH AND CASH EQUIVALENTS, END OF PERIOD	$	—		$	—		$	—		$	870		$	—		$	870

Condensed Consolidated Statement of Cash Flows



	Year ended December 31, 2015
	Willis Towers Watson			The Other Guarantors			The Issuer			Other			Consolidating adjustments			Consolidated
NET CASH (USED IN)/FROM OPERATING ACTIVITIES	$	(10	)	$	583		$	43		$	(223	)	$	(150	)	$	243
CASH FLOWS FROM/(USED IN) INVESTING ACTIVITIES
Additions to fixed assets and software for internal use	—			(10		)	(8		)	(128		)	—			(146		)
Acquisitions of operations, net of cash acquired	—			—			—			(857		)	—			(857		)
Proceeds from sale of operations, net of cash disposed	—			—			—			44			—			44
Other, net	—			—			—			16			—			16
Proceeds from intercompany investing activities	321			49			87			151			(608		)	—
Repayments of intercompany investing activities	(82		)	(746		)	—			(181		)	1,009			—
Additional investment in subsidiaries	—			(598		)	—			—			598			—
Net cash from/(used in) investing activities	$	239		$	(1,305	)	$	79		$	(955	)	$	999		$	(943	)
CASH FLOWS (USED IN)/FROM FINANCING ACTIVITIES
Net (payments)/borrowings on revolving credit facility	—			469			—			—			—			469
Debt issuance costs	—			(5		)	—			—			—			(5		)
Repayments of debt	—			(16		)	(149		)	(1		)	—			(166		)
Proceeds from issue of other debt	—			592			—			—			—			592
Repurchase of shares	(82		)	—			—			—			—			(82		)
Proceeds from issuance of shares and excess tax benefit	124			—			—			605			(598		)	131
Dividends paid	(277		)	—			—			(150		)	150			(277		)
Acquisitions of and dividends paid to noncontrolling interests	—			—			—			(21		)	—			(21		)
Proceeds from intercompany financing activities	—			154			27			828			(1,009		)	—
Repayments of intercompany financing activities	—			(472		)	—			(136		)	608			—
Net cash (used in)/from financing activities	$	(235	)	$	722		$	(122	)	$	1,125		$	(849	)	$	641
DECREASE IN CASH AND CASH EQUIVALENTS	(6		)	—			—			(53		)	—			(59		)
Effect of exchange rate changes on cash and cash equivalents	—			—			—			(44		)	—			(44		)
CASH AND CASH EQUIVALENTS, BEGINNING OF PERIOD	9			2			—			624			—			635
CASH AND CASH EQUIVALENTS, END OF PERIOD	$	3		$	2		$	—		$	527		$	—		$	532

Condensed Consolidated Statement of Cash Flows



	Year ended December 31, 2014
	Willis Towers Watson			The Other Guarantors			The Issuer			Other			Consolidating adjustments			Consolidated
NET CASH (USED IN)/FROM OPERATING ACTIVITIES	$	(35	)	$	387		$	265		$	212		$	(352	)	$	477
CASH FLOWS FROM/(USED IN) INVESTING ACTIVITIES
Additions to fixed assets and software for internal use	—			(9		)	(10		)	(95		)	1			(113		)
Acquisitions of operations, net of cash acquired	—			—			—			(245		)	—			(245		)
Other, net	—			—			1			(4		)	(1		)	(4		)
Proceeds from intercompany investing activities	361			—			120			435			(916		)	—
Repayments of intercompany investing activities	—			(53		)	(131		)	(46		)	230			—
Proceeds from sale of operations net of cash disposed	—			—			—			86			—			86
Additional investment in subsidiaries	(31		)	—			—			—			31			—
Net cash from/(used in) investing activities	$	330		$	(62	)	$	(20	)	$	131		$	(655	)	$	(276	)
CASH FLOWS (USED IN)/FROM FINANCING ACTIVITIES
Net (payments on)/draw down of revolving credit facility	—			—			—			—			—			—
Debt issuance costs	—			—			—			(3		)	—			(3		)
Repayments of debt	—			(15		)	—			—			—			(15		)
Proceeds from issue of other debt	—			—			—			—			—			—
Repurchase of shares	(213		)	—			—			—			—			(213		)
Proceeds from issuance of shares and excess tax benefit	134			—			—			36			(31		)	139
Dividends paid	(210		)	—			—			(352		)	352			(210		)
Acquisitions of and dividends paid to noncontrolling interests	—			(4		)	—			(17		)	—			(21		)
Proceeds from intercompany financing activities	—			46			4			180			(230		)	—
Repayments of intercompany financing activities	—			(353		)	(249		)	(314		)	916			—
Net cash (used in)/from financing activities	$	(289	)	$	(326	)	$	(245	)	$	(470	)	$	1,007		$	(323	)
INCREASE/(DECREASE) IN CASH AND CASH EQUIVALENTS	6			(1		)	—			(127		)	—			(122		)
Effect of exchange rate changes on cash and cash equivalents	—			—			—			(39		)	—			(39		)
CASH AND CASH EQUIVALENTS, BEGINNING OF PERIOD	3			3			—			790			—			796
CASH AND CASH EQUIVALENTS, END OF PERIOD	$	9		$	2		$	—		$	624		$	—		$	635

Condensed Consolidated Statement of Cash Flows



	Year ended December 31, 2016
	Willis Towers Watson — the Parent Issuer			The Guarantors			Other			Consolidating adjustments			Consolidated
NET CASH (USED IN)/FROM OPERATING ACTIVITIES	$	(20	)	$	(4	)	$	1,101		$	(157	)	$	920
CASH FLOWS FROM/(USED IN) INVESTING ACTIVITIES
Additions to fixed assets and software for internal use	—			(91		)	(221		)	94			(218		)
Capitalized software costs	—			—			(85		)	—			(85		)
Acquisitions of operations, net of cash acquired	—			—			476			—			476
Net (cash paid)/proceeds from sale of operations	—			—			(4		)	3			(1		)
Other, net	—			33			20			(30		)	23
Proceeds from intercompany investing activities	—			118			30			(148		)	—
Repayments of intercompany investing activities	(3,751		)	(4,114		)	(769		)	8,634			—
Reduction in investment in subsidiaries	4,600			3,600			—			(8,200		)	—
Additional investment in subsidiaries	—			(4,600		)	(3,600		)	8,200			—
Net cash from/(used in) investing activities	$	849		$	(5,054	)	$	(4,153	)	$	8,553		$	195
CASH FLOWS (USED IN)/FROM FINANCING ACTIVITIES
Net (payments)/borrowings on revolving credit facility	—			(237		)	—			—			(237		)
Senior notes issued	—			1,606			—			—			1,606
Proceeds from issuance of other debt	—			400			4			—			404
Debt issuance costs	—			(14		)	—			—			(14		)
Repayments of debt	(300		)	(1,037		)	(564		)	—			(1,901		)
Repurchase of shares	(396		)	—			—			—			(396		)
Proceeds from issuance of shares and excess tax benefit	63			—			—			—			63
Payments of deferred and contingent consideration related to acquisitions	—			—			(67		)	—			(67		)
Dividends paid	(199		)	—			(90		)	90			(199		)
Acquisitions of and dividends paid to noncontrolling interests	—			—			(21		)	—			(21		)
Proceeds from intercompany financing activities	—			4,368			4,266			(8,634		)	—
Repayments of intercompany financing activities	—			(30		)	(118		)	148			—
Net cash (used in)/from financing activities	$	(832	)	$	5,056		$	3,410		$	(8,396	)	$	(762	)
(DECREASE)/INCREASE IN CASH AND CASH EQUIVALENTS	(3		)	(2		)	358			—			353
Effect of exchange rate changes on cash and cash equivalents	—			—			(15		)	—			(15		)
CASH AND CASH EQUIVALENTS, BEGINNING OF PERIOD	3			2			527			—			532
CASH AND CASH EQUIVALENTS, END OF PERIOD	$	—		$	—		$	870		$	—		$	870

Condensed Consolidated Statement of Cash Flows



	Year ended December 31, 2015
	Willis Towers Watson — the Parent Issuer			The Guarantors			Other			Consolidating adjustments			Consolidated
NET CASH (USED IN)/FROM OPERATING ACTIVITIES	$	(10	)	$	626		$	(223	)	$	(150	)	$	243
CASH FLOWS FROM/(USED IN) INVESTING ACTIVITIES
Additions to fixed assets and software for internal use	—			(18		)	(128		)	—			(146		)
Acquisitions of operations, net of cash acquired	—			—			(857		)	—			(857		)
Proceeds from sale of operations, net of cash disposed	—			—			44			—			44
Other, net	—			—			16			—			16
Proceeds from intercompany investing activities	321			136			151			(608		)	—
Repayments of intercompany investing activities	(82		)	(746		)	(181		)	1,009			—
Additional investment in subsidiaries	—			(598		)	—			598			—
Net cash from/(used in) investing activities	$	239		$	(1,226	)	$	(955	)	$	999		$	(943	)
CASH FLOWS (USED IN)/FROM FINANCING ACTIVITIES
Net (payments)/borrowings on revolving credit facility	—			469			—			—			469
Debt issuance costs	—			(5		)	—			—			(5		)
Repayments of debt	—			(165		)	(1		)	—			(166		)
Proceeds from issue of other debt	—			592			—			—			592
Repurchase of shares	(82		)	—			—			—			(82		)
Proceeds from issuance of shares and excess tax benefit	124			—			605			(598		)	131
Dividends paid	(277		)	—			(150		)	150			(277		)
Acquisitions of and dividends paid to noncontrolling interests	—			—			(21		)	—			(21		)
Proceeds from intercompany financing activities	—			181			828			(1,009		)	—
Repayments of intercompany financing activities	—			(472		)	(136		)	608			—
Net cash (used in)/from financing activities	$	(235	)	$	600		$	1,125		$	(849	)	$	641
DECREASE IN CASH AND CASH EQUIVALENTS	(6		)	—			(53		)	—			(59		)
Effect of exchange rate changes on cash and cash equivalents	—			—			(44		)	—			(44		)
CASH AND CASH EQUIVALENTS, BEGINNING OF PERIOD	9			2			624			—			635
CASH AND CASH EQUIVALENTS, END OF PERIOD	$	3		$	2		$	527		$	—		$	532

Condensed Consolidated Statement of Cash Flows



	Year ended December 31, 2014
	Willis Towers Watson — the Parent Issuer			The Guarantors			Other			Consolidating adjustments			Consolidated
NET CASH (USED IN)/FROM OPERATING ACTIVITIES	$	(35	)	$	652		$	212		$	(352	)	$	477
CASH FLOWS FROM/(USED IN) INVESTING ACTIVITIES
Additions to fixed assets and software for internal use	—			(19		)	(95		)	1			(113		)
Acquisitions of operations, net of cash acquired	—			—			(245		)	—			(245		)
Proceeds from sale of operations, net of cash disposed	—			—			86			—			86
Other, net	—			1			(4		)	(1		)	(4		)
Proceeds from intercompany investing activities	361			120			435			(916		)	—
Repayments of intercompany investing activities	—			(180		)	(46		)	226			—
Additional investment in subsidiaries	(31		)	—			—			31			—
Net cash from/(used in) investing activities	$	330		$	(78	)	$	131		$	(659	)	$	(276	)
CASH FLOWS (USED IN)/FROM FINANCING ACTIVITIES
Debt issuance costs	—			—			(3		)	—			(3		)
Repayments of debt	—			(15		)	—			—			(15		)
Repurchase of shares	(213		)	—			—			—			(213		)
Proceeds from issuance of shares and excess tax benefit	134			—			36			(31		)	139
Dividends paid	(210		)	—			(352		)	352			(210		)
Acquisitions of and dividends paid to noncontrolling interests	—			(4		)	(17		)	—			(21		)
Proceeds from intercompany financing activities	—			46			180			(226		)	—
Repayments of intercompany financing activities	—			(602		)	(314		)	916			—
Net cash (used in)/from financing activities	$	(289	)	$	(575	)	$	(470	)	$	1,011		$	(323	)
INCREASE/(DECREASE) IN CASH AND CASH EQUIVALENTS	6			(1		)	(127		)	—			(122		)
Effect of exchange rate changes on cash and cash equivalents	—			—			(39		)	—			(39		)
CASH AND CASH EQUIVALENTS, BEGINNING OF PERIOD	3			3			790			—			796
CASH AND CASH EQUIVALENTS, END OF PERIOD	$	9		$	2		$	624		$	—		$	635

Condensed Consolidated Statement of Cash Flows



	Year ended December 31, 2016
	Willis Towers Watson			The Other Guarantors			The Issuer			Other			Consolidating adjustments			Consolidated
NET CASH (USED IN)/FROM OPERATING ACTIVITIES	$	(20	)	$	308		$	152		$	1,101		$	(621	)	$	920
CASH FLOWS FROM/(USED IN) INVESTING ACTIVITIES
Additions to fixed assets and software for internal use	—			(91		)	—			(221		)	94			(218		)
Capitalized software costs	—			—			—			(85		)	—			(85		)
Acquisitions of operations, net of cash acquired	—			—			—			476			—			476
Net (cash paid)/proceeds from sale of operations	—			—			—			(4		)	3			(1		)
Other, net	—			33			—			20			(30		)	23
Proceeds from intercompany investing activities	—			108			55			30			(193		)	—
Repayments of intercompany investing activities	(3,751		)	(3,513		)	(602		)	(769		)	8,635			—
Reduction in investment in subsidiaries	4,600			3,600			—			—			(8,200		)	—
Additional investment in subsidiaries	—			(4,600		)	—			(3,600		)	8,200			—
Net cash from/(used in) investing activities	$	849		$	(4,463	)	$	(547	)	$	(4,153	)	$	8,509		$	195
CASH FLOWS (USED IN)/FROM FINANCING ACTIVITIES
Net (payments)/borrowings on revolving credit facility	—			—			(237		)	—			—			(237		)
Senior notes issued	—			—			1,606			—			—			1,606
Proceeds from issuance of other debt	—			—			400			4			—			404
Debt issuance costs	—			—			(14		)	—			—			(14		)
Repayments of debt	(300		)	—			(1,037		)	(564		)	—			(1,901		)
Repurchase of shares	(396		)	—			—			—			—			(396		)
Proceeds from issuance of shares and excess tax benefit	63			—			—			—			—			63
Payments of deferred and contingent consideration related to acquisitions	—			—			—			(67		)	—			(67		)
Dividends paid	(199		)	(162		)	(302		)	(90		)	554			(199		)
Acquisitions of and dividends paid to noncontrolling interests	—			—			—			(21		)	—			(21		)
Proceeds from intercompany financing activities	—			4,368			1			4,266			(8,635		)	—
Repayments of intercompany financing activities	—			(53		)	(22		)	(118		)	193			—
Net cash (used in)/from financing activities	$	(832	)	$	4,153		$	395		$	3,410		$	(7,888	)	$	(762	)
(DECREASE)/INCREASE IN CASH AND CASH EQUIVALENTS	(3		)	(2		)	—			358			—			353
Effect of exchange rate changes on cash and cash equivalents	—			—			—			(15		)	—			(15		)
CASH AND CASH EQUIVALENTS, BEGINNING OF PERIOD	3			2			—			527			—			532
CASH AND CASH EQUIVALENTS, END OF PERIOD	$	—		$	—		$	—		$	870		$	—		$	870

Condensed Consolidated Statement of Cash Flows



	Year ended December 31, 2015
	Willis Towers Watson			The Other Guarantors			The Issuer			Other			Consolidating adjustments			Consolidated
NET CASH (USED IN)/FROM OPERATING ACTIVITIES	$	(10	)	$	593		$	33		$	(223	)	$	(150	)	$	243
CASH FLOWS FROM/(USED IN) INVESTING ACTIVITIES
Additions to fixed assets and software for internal use	—			(18		)	—			(128		)	—			(146		)
Acquisitions of operations, net of cash acquired	—			—			—			(857		)	—			(857		)
Proceeds from sale of operations, net of cash disposed	—			—			—			44			—			44
Other, net	—			—			—			16			—			16
Proceeds from intercompany investing activities	321			136			—			151			(608		)	—
Repayments of intercompany investing activities	(82		)	—			(746		)	(181		)	1,009			—
Additional investment in subsidiaries	—			(420		)	(178		)	—			598			—
Net cash from/(used in) investing activities	$	239		$	(302	)	$	(924	)	$	(955	)	$	999		$	(943	)
CASH FLOWS (USED IN)/FROM FINANCING ACTIVITIES
Net (payments on)/draw down of revolving credit facility	—			—			469			—			—			469
Debt issuance costs	—			—			(5		)	—			—			(5		)
Repayments of debt	—			(149		)	(16		)	(1		)	—			(166		)
Proceeds from issue of other debt	—			—			592			—			—			592
Repurchase of shares	(82		)	—			—			—			—			(82		)
Proceeds from issuance of shares and excess tax benefit	124			—			—			605			(598		)	131
Dividends paid	(277		)	—			—			(150		)	150			(277		)
Acquisitions of and dividends paid to noncontrolling interests	—			—			—			(21		)	—			(21		)
Proceeds from intercompany financing activities	—			181			—			828			(1,009		)	—
Repayments of intercompany financing activities	—			(323		)	(149		)	(136		)	608			—
Net cash (used in)/from financing activities	$	(235	)	$	(291	)	$	891		$	1,125		$	(849	)	$	641
DECREASE IN CASH AND CASH EQUIVALENTS	(6		)	—			—			(53		)	—			(59		)
Effect of exchange rate changes on cash and cash equivalents	—			—			—			(44		)	—			(44		)
CASH AND CASH EQUIVALENTS, BEGINNING OF PERIOD	9			2			—			624			—			635
CASH AND CASH EQUIVALENTS, END OF PERIOD	$	3		$	2		$	—		$	527		$	—		$	532

Condensed Consolidated Statement of Cash Flows



	Year ended December 31, 2014
	Willis Towers Watson			The Other Guarantors			The Issuer			Other			Consolidating adjustments			Consolidated
NET CASH (USED IN)/FROM OPERATING ACTIVITIES	$	(35	)	$	781		$	181		$	212		$	(662	)	$	477
CASH FLOWS FROM/(USED IN) INVESTING ACTIVITIES
Additions to fixed assets and software for internal use	—			(19		)	—			(95		)	1			(113		)
Acquisitions of operations, net of cash acquired	—			—			—			(245		)	—			(245		)
Proceeds from sale of operations, net of cash disposed	—			—			—			86			—			86
Other, net	—			1			—			(4		)	(1		)	(4		)
Proceeds from intercompany investing activities	361			120			—			435			(916		)	—
Repayments of intercompany investing activities	—			(180		)	(4		)	(46		)	230			—
Additional investment in subsidiaries	(31		)	—			—			—			31			—
Net cash from/(used in) investing activities	$	330		$	(78	)	$	(4	)	$	131		$	(655	)	$	(276	)
CASH FLOWS (USED IN)/FROM FINANCING ACTIVITIES
Debt issuance costs	—			—			—			(3		)	—			(3		)
Repayments of debt	—			—			(15		)	—			—			(15		)
Repurchase of shares	(213		)	—			—			—			—			(213		)
Proceeds from issuance of shares and excess tax benefit	134			—			—			36			(31		)	139
Dividends paid	(210		)	(155		)	(155		)	(352		)	662			(210		)
Acquisitions of and dividends paid to noncontrolling interests	—			(4		)	—			(17		)	—			(21		)
Proceeds from intercompany financing activities	—			50			—			180			(230		)	—
Repayments of intercompany financing activities	—			(595		)	(7		)	(314		)	916			—
Net cash (used in)/from financing activities	$	(289	)	$	(704	)	$	(177	)	$	(470	)	$	1,317		$	(323	)
INCREASE/(DECREASE) IN CASH AND CASH EQUIVALENTS	6			(1		)	—			(127		)	—			(122		)
Effect of exchange rate changes on cash and cash equivalents	—			—			—			(39		)	—			(39		)
CASH AND CASH EQUIVALENTS, BEGINNING OF PERIOD	3			3			—			790			—			796
CASH AND CASH EQUIVALENTS, END OF PERIOD	$	9		$	2		$	—		$	624		$	—		$	635

Basis of Presentation and Significant Accounting Policies - Additional Information (Details)		9 Months Ended	12 Months Ended
	Jan. 04, 2016	Sep. 30, 2016 unit	Dec. 31, 2016 USD ($) arrangement	Dec. 31, 2015 USD ($)
Deferred Revenue Arrangement [Line Items]
Number of reporting units \| unit		8
Number of fixed-fee arrangements \| arrangement			4
Delivered software, initial license and maintenance
Deferred Revenue Arrangement [Line Items]
Initial contract term used to recognize fees			1 year
Transaction and Integration Expenses
Deferred Revenue Arrangement [Line Items]
Prior period reclassification adjustment				$ 84,000,000
Salary and Benefits
Deferred Revenue Arrangement [Line Items]
Prior period reclassification adjustment				(3,000,000)
Other Operating Expenses
Deferred Revenue Arrangement [Line Items]
Prior period reclassification adjustment				$ (81,000,000)
Minimum
Deferred Revenue Arrangement [Line Items]
Deferred costs, amortization period			3 years
Maximum
Deferred Revenue Arrangement [Line Items]
Deferred costs, amortization period			5 years
Internally developed software \| Minimum
Deferred Revenue Arrangement [Line Items]
Useful life			3 years
Internally developed software \| Maximum
Deferred Revenue Arrangement [Line Items]
Useful life			10 years
Buildings
Deferred Revenue Arrangement [Line Items]
Useful life			50 years
Furniture, equipment and software \| Minimum
Deferred Revenue Arrangement [Line Items]
Useful life			3 years
Furniture, equipment and software \| Maximum
Deferred Revenue Arrangement [Line Items]
Useful life			10 years
Common Stock
Deferred Revenue Arrangement [Line Items]
Reverse stock split	0.3775
Willis Limited
Deferred Revenue Arrangement [Line Items]
Unencumbered and available funds required			$ 140,000,000
Unencumbered and available cash balance required			$ 79,000,000

Basis of Presentation and Significant Accounting Policies - Finite-lived Intangible Assets (Details)	12 Months Ended
	Dec. 31, 2016
Product
Acquired Finite-Lived Intangible Assets [Line Items]
Expected life	17 years 6 months
Favorable agreements
Acquired Finite-Lived Intangible Assets [Line Items]
Expected life	7 years
Management contracts
Acquired Finite-Lived Intangible Assets [Line Items]
Expected life	18 years
Minimum \| Client relationships
Acquired Finite-Lived Intangible Assets [Line Items]
Expected life	5 years
Minimum \| Software
Acquired Finite-Lived Intangible Assets [Line Items]
Expected life	4 years
Minimum \| Trade name
Acquired Finite-Lived Intangible Assets [Line Items]
Expected life	14 years
Maximum \| Client relationships
Acquired Finite-Lived Intangible Assets [Line Items]
Expected life	20 years
Maximum \| Software
Acquired Finite-Lived Intangible Assets [Line Items]
Expected life	7 years
Maximum \| Trade name
Acquired Finite-Lived Intangible Assets [Line Items]
Expected life	25 years

Merger and Acquisitions - Narrative (Details) $ / shares in Units, € in Millions						12 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 ($)	Dec. 31, 2016 USD ($) $ / shares shares	Dec. 31, 2015 USD ($) $ / shares shares	Dec. 29, 2015 USD ($) shares	Dec. 31, 2014 USD ($)
Business Acquisition [Line Items]
Purchase price allocation adjustments, goodwill						$ 6,000,000	$ 1,000,000
Goodwill						$ 10,413,000,000	3,737,000,000		$ 2,937,000,000
Towers Watson & Co.
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
Adjustment, intangibles						$ 119,000,000
Purchase price allocation adjustments, goodwill						237,000,000
Goodwill, tax deductible						0
Revenue of acquiree since acquisition date, actual						3,600,000,000
Earnings or acquiree since acquisition date, actual						111,000,000
Value of equity awards assumed	$ 37,000,000
Total consideration	8,723,000,000
Intangible assets	3,991,000,000
Goodwill	$ 6,783,000,000
Towers Watson & Co. \| Stock options
Business Acquisition [Line Items]
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. \| Restricted Stock Units
Business Acquisition [Line Items]
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]
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						4,000,000	10,000,000
Deferred consideration, payment period one		1 year	1 year
Deferred consideration, payment period two		2 years	2 years
Intangible assets								440,000,000
Goodwill								$ 584,000,000
Miller
Business Acquisition [Line Items]
Percentage of interest acquired					85.00%
Total consideration					$ 401,000,000
Consideration paid in cash					232,000,000
Fair value of deferred consideration							124,000,000
Fair value of contingent consideration							$ 29,000,000
Discounted fair value of deferred consideration					69,000,000
Discounted fair value of contingent consideration liability					$ 26,000,000	$ 95,000,000
Deferred consideration, payment period one					1 year
Deferred consideration, payment period two					2 years
Deferred consideration, payment period three					3 years
Contingent consideration, period for payment one					3 years
Assets recognized					$ 1,100,000,000
Liabilities assumed					844,000,000
Intangible assets					231,000,000
Goodwill					$ 184,000,000
Ordinary shares, $0.000304635 nominal value
Business Acquisition [Line Items]
Ordinary shares, nominal value (usd and Euro per share) \| $ / shares	$ 0.000304635000					$ 0.000304635	$ 0.000304635
Common shares outstanding \| shares						136,296,771	68,624,892
Ordinary shares, $0.000304635 nominal value \| Towers Watson & Co.
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.
Business Acquisition [Line Items]
Ordinary shares, nominal value (usd and Euro 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 \| Towers Watson & Co.
Business Acquisition [Line Items]
Adjustment, financial liabilities						$ (135,000,000)

Merger and Acquisitions - Preliminary Calculation of Aggregate Merger Consideration (Details) $ / shares in Units, € in Millions, shares in Millions, $ in Millions	Jan. 04, 2016 USD ($) $ / shares shares	Dec. 29, 2015 EUR (€) shares	Dec. 29, 2015 USD ($) shares
Towers Watson & Co.
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
Aggregate Merger Consideration	$ 8,723
Towers Watson & Co. \| 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
Gras Savoye
Business Acquisition [Line Items]
Aggregate Merger Consideration		€ 544	$ 592

Merger and Acquisitions - Schedule of Fair Values of the Identifiable Assets Acquired and Liabilities Assumed (Details) € in Millions, $ in Millions	Jan. 04, 2016 USD ($)	Dec. 29, 2015 EUR (€)	Dec. 29, 2015 USD ($)	Dec. 31, 2016 USD ($)	Dec. 31, 2015 USD ($)	Dec. 29, 2015 USD ($)	Dec. 31, 2014 USD ($)
Business Acquisition [Line Items]
Goodwill				$ 10,413	$ 3,737		$ 2,937
Towers Watson & Co.
Business Acquisition [Line Items]
Cash and cash equivalents	$ 476
Accounts receivable, net	825
Other current assets	82
Fixed assets, net	204
Goodwill	6,783
Intangible assets	3,991
Pension benefits assets	67
Other non-current assets	115
Deferred tax liabilities	(1,151)
Liability for pension benefits	(923)
Other current liabilities	(667)
Other non-current liabilities	(331)
Short and long-term debt	(740)
Net assets acquired	8,731
Noncontrolling interest acquired	(8)
Allocated Aggregate Merger Consideration	8,723
Dividends paid			$ 694
Towers Watson & Co. \| Towers Watson Debt, Due on Change of Control
Business Acquisition [Line Items]
Short and long-term debt	(400)
Repayments of debt	400
Towers Watson & Co. \| Towers Watson Debt, Due on Change of Control \| Term Loan
Business Acquisition [Line Items]
Short and long-term debt	(188)
Towers Watson & Co. \| Towers Watson Debt, Due on Change of Control \| Line of Credit \| Revolving Credit Facility
Business Acquisition [Line Items]
Short and long-term debt	(212)
Towers Watson & Co. \| 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						584
Intangible assets						440
Other non-current assets						56
Fiduciary liabilities						(625)
Deferred revenue and accrued expenses						(80)
Deferred tax liabilities						(87)
Other non-current liabilities						(179)
Short and long-term debt						(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
Purchase price allocation		€ 765				$ 833
Towers Watson Accounts Payable, Accrued Liabilities, and Deferred Compensation \| Towers Watson & Co.
Business Acquisition [Line Items]
Other current liabilities	(348)
Towers Watson Employee-related Liabilities \| Towers Watson & Co.
Business Acquisition [Line Items]
Other current liabilities	(308)
Towers Watson Other Current Liabilities \| Towers Watson & Co.
Business Acquisition [Line Items]
Other current liabilities	(11)
Towers Watson Acquired Contingent Liabilities \| Towers Watson & Co.
Business Acquisition [Line Items]
Other non-current liabilities	$ (242)

Merger and Acquisitions - Unaudited Pro Forma Financial Information (Details) - Towers Watson & Co. - USD ($) $ / shares in Units, $ in Millions	12 Months Ended
	Dec. 31, 2016	Dec. 31, 2015
Business Acquisition [Line Items]
Total revenues	$ 7,887	$ 7,492
Net income attributable to Willis Towers Watson	$ 420	$ 640
Diluted earnings per share (in dollars per share)	$ 3.04	$ 4.64

Merger and Acquisitions - Schedule of Acquired Intangible Assets (Details) - USD ($) $ in Millions			3 Months Ended	12 Months Ended
	Jan. 04, 2016	Dec. 29, 2015	Mar. 31, 2016	Dec. 31, 2016	Dec. 31, 2015
Acquired Finite-Lived Intangible Assets [Line Items]
Intangible assets acquired				$ 3,953	$ 773
Customer relationships
Acquired Finite-Lived Intangible Assets [Line Items]
Intangible assets acquired				2,222	642
Product
Acquired Finite-Lived Intangible Assets [Line Items]
Intangible assets acquired				$ 42
Weighted Average Useful Life				17 years 6 months
Favorable agreements
Acquired Finite-Lived Intangible Assets [Line Items]
Intangible assets acquired				$ 11	$ 2
Towers Watson & Co.
Acquired Finite-Lived Intangible Assets [Line Items]
Intangible assets acquired	$ 3,991
Towers Watson & Co. \| Customer relationships
Acquired Finite-Lived Intangible Assets [Line Items]
Intangible assets acquired	$ 2,221
Weighted Average Useful Life	15 years
Towers Watson & Co. \| Software \| Income Approach Valuation Technique
Acquired Finite-Lived Intangible Assets [Line Items]
Intangible assets acquired	$ 567
Weighted Average Useful Life	6 years 5 months
Towers Watson & Co. \| Software \| Cost Approach Valuation Technique
Acquired Finite-Lived Intangible Assets [Line Items]
Intangible assets acquired	$ 108
Weighted Average Useful Life	4 years 11 months
Towers Watson & Co. \| Product
Acquired Finite-Lived Intangible Assets [Line Items]
Intangible assets acquired	$ 42
Weighted Average Useful Life	17 years 6 months
Towers Watson & Co. \| IPR&D
Acquired Finite-Lived Intangible Assets [Line Items]
Intangible assets acquired			$ 39
Towers Watson & Co. \| Trade name
Acquired Finite-Lived Intangible Assets [Line Items]
Intangible assets acquired	$ 1,003
Weighted Average Useful Life	25 years
Towers Watson & Co. \| 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
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

Segment Information - Revenue (Net of Reimbursable Expenses) of the Reported Segments (Details) - USD ($) $ in Millions	3 Months Ended								12 Months Ended
	Dec. 31, 2016	Sep. 30, 2016	Jun. 30, 2016	Mar. 31, 2016	Dec. 31, 2015	Sep. 30, 2015	Jun. 30, 2015	Mar. 31, 2015	Dec. 31, 2016	Dec. 31, 2015	Dec. 31, 2014
Segment Reporting Information [Line Items]
Commissions and fees									$ 7,778	$ 3,809	$ 3,767
Interest and other income									109	20	35
Income from operations	$ 88	$ 1	$ 136	$ 326	$ 2	$ 27	$ 105	$ 293	551	427	647
Operating Segments
Segment Reporting Information [Line Items]
Commissions and fees									7,746	3,810	3,767
Interest and other income									106	19	35
Revenues									7,852	3,829	3,802
Income from operations									1,608	836	872
Operating Segments \| HCB
Segment Reporting Information [Line Items]
Commissions and fees									3,210	697	653
Interest and other income									16	1	2
Revenues									3,226	698	655
Income from operations									680	157	144
Operating Segments \| CRB
Segment Reporting Information [Line Items]
Commissions and fees									2,502	2,301	2,365
Interest and other income									29	17	16
Revenues									2,531	2,318	2,381
Income from operations									520	491	500
Operating Segments \| IRR
Segment Reporting Information [Line Items]
Commissions and fees									1,382	812	749
Interest and other income									59	1	17
Revenues									1,441	813	766
Income from operations									306	188	228
Operating Segments \| ES
Segment Reporting Information [Line Items]
Commissions and fees									652	0	0
Interest and other income									2	0	0
Revenues									654	0	0
Income from operations									$ 102	$ 0	$ 0

Segment Information - Reconciliation of Information Reported by Segment to Consolidated Amounts (Details) - USD ($) $ in Millions	3 Months Ended								12 Months Ended
	Dec. 31, 2016	Sep. 30, 2016	Jun. 30, 2016	Mar. 31, 2016	Dec. 31, 2015	Sep. 30, 2015	Jun. 30, 2015	Mar. 31, 2015	Dec. 31, 2016	Dec. 31, 2015	Dec. 31, 2014
Segment Reporting, Reconciling Item for Operating Profit (Loss) from Segment to Consolidated [Line Items]
Fair value adjustment to deferred revenue									$ (58)	$ 0	$ 0
Reimbursable expenses and other									93	0	0
Total revenues	$ 1,927	$ 1,777	$ 1,949	$ 2,234	$ 974	$ 846	$ 922	$ 1,087	7,887	3,829	3,802
Income from operations	$ 88	$ 1	$ 136	$ 326	$ 2	$ 27	$ 105	$ 293	551	427	647
Amortization									(591)	(76)	(54)
Restructuring costs									(193)	(126)	(36)
Transaction and integration expenses									(177)	(73)	0
Provision for the Stanford litigation									(50)	(70)	0
Other, net									(6)	1	(4)
Interest expense									184	142	135
Other expense/(income), net									27	(55)	(6)
INCOME FROM CONTINUING OPERATIONS BEFORE INCOME TAXES AND INTEREST IN EARNINGS OF ASSOCIATES									340	340	518
Operating Segments
Segment Reporting, Reconciling Item for Operating Profit (Loss) from Segment to Consolidated [Line Items]
Total segment revenues									7,852	3,829	3,802
Income from operations									1,608	836	872
Consolidating adjustments
Segment Reporting, Reconciling Item for Operating Profit (Loss) from Segment to Consolidated [Line Items]
Income from operations									$ 18	$ (65)	$ (131)

Segment Information - Revenue and Long-Lived Assets by Geographical Areas (Details) - USD ($) $ in Millions	3 Months Ended								12 Months Ended
	Dec. 31, 2016	Sep. 30, 2016	Jun. 30, 2016	Mar. 31, 2016	Dec. 31, 2015	Sep. 30, 2015	Jun. 30, 2015	Mar. 31, 2015	Dec. 31, 2016	Dec. 31, 2015	Dec. 31, 2014
Segment Reporting Information [Line Items]
Revenues	$ 1,927	$ 1,777	$ 1,949	$ 2,234	$ 974	$ 846	$ 922	$ 1,087	$ 7,887	$ 3,829	$ 3,802
Long-Lived Assets	16,411				6,260				16,411	6,260	4,563
Ireland
Segment Reporting Information [Line Items]
Revenues									92	64	51
Long-Lived Assets	114				124				114	124	121
United States
Segment Reporting Information [Line Items]
Revenues									3,395	1,597	1,600
Long-Lived Assets	11,400				1,759				11,400	1,759	1,800
United Kingdom
Segment Reporting Information [Line Items]
Revenues									2,236	1,055	1,057
Long-Lived Assets	2,431				2,426				2,431	2,426	1,666
Rest of World
Segment Reporting Information [Line Items]
Revenues									2,164	1,113	1,094
Long-Lived Assets	2,466				1,951				2,466	1,951	976
Total Foreign Countries
Segment Reporting Information [Line Items]
Revenues									7,795	3,765	3,751
Long-Lived Assets	$ 16,297				$ 6,136				$ 16,297	$ 6,136	$ 4,442

Restructuring Costs - Narrative (Details) $ in Millions	12 Months Ended
Restructuring Costs - Narrative (Details) $ in Millions	Dec. 31, 2016 USD ($) program Position	Dec. 31, 2015 USD ($)	Dec. 31, 2014 USD ($)
Restructuring Cost and Reserve [Line Items]
Number of restructuring programs \| program	2
Restructuring costs	$ 193	$ 126	$ 36
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 costs	$ 145	$ 126	$ 36
Expected cost	130
Business Restructure Program
Restructuring Cost and Reserve [Line Items]
Restructuring costs	$ 48

Restructuring Costs - Restructuring Liability (Details) - USD ($) $ in Millions	12 Months Ended
	Dec. 31, 2016	Dec. 31, 2015	Dec. 31, 2014
Restructuring Reserve [Roll Forward]
Charges incurred	$ 193	$ 126	$ 36
Business Restructure Program
Restructuring Reserve [Roll Forward]
Restructuring liability, beginning balance	0
Charges incurred	48
Cash payments	(22)
Restructuring liability, ending balance	26	0
Operational Improvement Program
Restructuring Reserve [Roll Forward]
Restructuring liability, beginning balance	26	11	0
Charges incurred	145	126	36
Cash payments	(146)	(111)	(25)
Restructuring liability, ending balance	25	26	11
Termination benefits
Restructuring Reserve [Roll Forward]
Charges incurred	68	36	16
Termination benefits \| Business Restructure Program
Restructuring Reserve [Roll Forward]
Restructuring liability, beginning balance	0
Charges incurred	45
Cash payments	(19)
Restructuring liability, ending balance	26	0
Termination benefits \| Operational Improvement Program
Restructuring Reserve [Roll Forward]
Restructuring liability, beginning balance	15	5	0
Charges incurred	23	36	16
Cash payments	(31)	(26)	(11)
Restructuring liability, ending balance	7	15	5
Professional services and other
Restructuring Reserve [Roll Forward]
Charges incurred	125	90	20
Professional services and other \| Business Restructure Program
Restructuring Reserve [Roll Forward]
Restructuring liability, beginning balance	0
Charges incurred	3
Cash payments	(3)
Restructuring liability, ending balance	0	0
Professional services and other \| Operational Improvement Program
Restructuring Reserve [Roll Forward]
Restructuring liability, beginning balance	11	6	0
Charges incurred	122	90	20
Cash payments	(115)	(85)	(14)
Restructuring liability, ending balance	$ 18	$ 11	$ 6

Income Taxes - Income (Loss) Before Income Taxes (Details) - USD ($) $ in Millions	12 Months Ended
	Dec. 31, 2016	Dec. 31, 2015	Dec. 31, 2014
Operating Loss Carryforwards [Line Items]
Income / (loss) before income taxes	$ 340	$ 340	$ 518
Revenue Commissioners, Ireland \| Domestic Tax Authority
Operating Loss Carryforwards [Line Items]
Income / (loss) before income taxes	(27)	(61)	(65)
Internal Revenue Service (IRS) \| Foreign Tax Authority
Operating Loss Carryforwards [Line Items]
Income / (loss) before income taxes	(311)	(67)	92
Her Majesty's Revenue and Customs (HMRC) \| Foreign Tax Authority
Operating Loss Carryforwards [Line Items]
Income / (loss) before income taxes	123	65	154
Other jurisdictions \| Foreign Tax Authority
Operating Loss Carryforwards [Line Items]
Income / (loss) before income taxes	$ 555	$ 403	$ 337

Income Taxes - Current and Deferred Tax Expense (Benefit) (Details) - USD ($) $ in Millions	12 Months Ended
	Dec. 31, 2016	Dec. 31, 2015	Dec. 31, 2014
Current tax expense/(benefit):
U.S. federal taxes	$ 35	$ 14	$ (16)
U.S. state and local taxes	14	1	7
U.K. corporation tax	28	0	29
Other jurisdictions	71	51	73
Total current income tax expense (benefit)	148	66	93
Deferred tax expense/(benefit):
U.S. federal taxes	(214)	(113)	35
U.S. state and local taxes	(5)	(3)	10
U.K. corporation tax	10	14	24
Other jurisdictions	(35)	3	(3)
Total deferred tax (benefit)/expense	(244)	(99)	66
Total (benefit from)/provision for income taxes	$ (96)	$ (33)	$ 159

Income Taxes - Effective Tax Rate Reconciliation (Details) - USD ($) $ in Millions	12 Months Ended
	Dec. 31, 2016	Dec. 31, 2015	Dec. 31, 2014
Income Tax Disclosure [Abstract]
INCOME FROM CONTINUING OPERATIONS BEFORE INCOME TAXES AND INTEREST IN EARNINGS OF ASSOCIATES	$ 340	$ 340	$ 518
U.S. federal statutory income tax rate	35.00%	35.00%	35.00%
Income tax expense at U.S. federal tax rate	$ 119	$ 119	$ 181
Non-deductible expenses and dividends	15	32	21
Non-deductible acquisition costs	1	9	0
Disposal of non-deductible goodwill	2	3	11
Gain on remeasurement of equity interests	0	20	0
Impact of change in rate on deferred tax balances	(15)	(5)	0
Effect of foreign exchange and other differences	6	(1)	(4)
Non-deductible Venezuelan foreign exchange loss	4	11	5
Changes in valuation allowances	(74)	(104)	7
Net tax effect of intra-group items	(98)	(30)	(30)
Tax differentials of non-U.S. jurisdictions	(80)	(42)	(48)
Tax differentials of U.S. state taxes and local taxes	14	(2)	17
Other items, net	10	(3)	(1)
Total (benefit from)/provision for income taxes	$ (96)	$ (33)	$ 159

Income Taxes - Deferred Tax Assets (Liabilities) (Details) - USD ($) $ in Millions	Dec. 31, 2016	Dec. 31, 2015
Deferred tax assets:
Accrued expenses not currently deductible	$ 286	$ 175
Net operating losses	116	115
Capital loss carryforwards	28	33
Accrued retirement benefits	467	109
Deferred compensation	83	34
Stock options	36	16
Financial derivative transactions	12	4
Gross deferred tax assets	1,028	486
Less: valuation allowance	(134)	(187)
Net deferred tax assets	894	299
Deferred tax liabilities:
Cost of intangible assets, net of related amortization	1,431	289
Cost of tangible assets, net of related depreciation	73	32
Prepaid retirement benefits	85	111
Accrued revenue not currently taxable	119	31
Deferred tax liabilities	1,708	463
Net deferred tax liability	$ 814	$ 164

Income Taxes - Deferred Tax Liabilities, Balance Sheet Classification (Details) - USD ($) $ in Millions	Dec. 31, 2016	Dec. 31, 2015
Income Tax Disclosure [Abstract]
Other non-current assets	$ 50	$ 76
Deferred tax liabilities	864	240
Net deferred tax liability	$ 814	$ 164

Income Taxes - Valuation Allowance (Details) - Valuation Allowance of Deferred Tax Assets - USD ($) $ in Millions	12 Months Ended
	Dec. 31, 2016	Dec. 31, 2015	Dec. 31, 2014
Movement in Valuation Allowances and Reserves [Roll Forward]
Balance at beginning of year	$ 187	$ 280	$ 196
Additions charged against/(credited to) to costs and expenses	0	0	0
Additions charged against/(credited to) to other accounts	21	2	84
Deductions	(74)	(95)	0
Balance at end of year	$ 134	$ 187	$ 280

Income Taxes - Unrecognized Tax Benefits (Details) - USD ($) $ in Millions	12 Months Ended
	Dec. 31, 2016	Dec. 31, 2015	Dec. 31, 2014
Reconciliation of Unrecognized Tax Benefits, Excluding Amounts Pertaining to Examined Tax Returns [Roll Forward]
Balance at beginning of year	$ 22	$ 19	$ 41
Increases related to acquisitions	33	8	0
Increases related to tax positions in prior years	1	1	3
Decreases related to tax positions in prior years	(9)	(6)	(32)
Decreases related to settlements	(1)	0	0
Decreases related to lapse in statute of limitations	(1)	0	0
Increases related to current year tax positions	11	2	8
Cumulative translation adjustment	0	(2)	(1)
Balance at end of year	$ 56	$ 22	$ 19

Income Taxes - Narrative (Details) - USD ($)	12 Months Ended
Income Taxes - Narrative (Details) - USD ($)	Dec. 31, 2016	Dec. 31, 2015	Dec. 31, 2014	Dec. 31, 2013
Operating Loss Carryforwards [Line Items]
U.S. federal statutory income tax rate	35.00%	35.00%	35.00%
Deferred tax assets, net of valuation allowance	$ 894,000,000	$ 299,000,000
Net operating losses	116,000,000	115,000,000
Operating loss carryforwards, not subject to expiration	197,000,000
Valuation allowance	134,000,000	187,000,000
Changes in valuation allowances	74,000,000	104,000,000	$ (7,000,000)
Net deferred tax liability	814,000,000	164,000,000
Unrecognized tax benefits	56,000,000	22,000,000	19,000,000	$ 41,000,000
Decrease in unrecognized tax benefits is reasonably possible	4,000,000
Unrecognized tax benefits that would impact effective tax rate	52,000,000	0	$ 2,000,000
Interest on income taxes accrued	4,000,000
Interest benefit on income tax expense	(1,000,000)
Unrecognized tax benefits, period increase (decrease)	3,000,000
Tax Year 2017 Through 2036
Operating Loss Carryforwards [Line Items]
Operating loss carryforwards, subject to expiration	49,000,000
Domestic Tax Authority
Operating Loss Carryforwards [Line Items]
Operating loss carryforwards, valuation allowance	78,000,000	79,000,000
Foreign Tax Authority
Operating Loss Carryforwards [Line Items]
Net operating losses	246,000,000
Operating loss carryforwards, valuation allowance	28,000,000	6,000,000
Minimum
Operating Loss Carryforwards [Line Items]
Significant change in unrecognized tax benefits is reasonably possible, amount of unrecorded benefit	3,000,000
Maximum
Operating Loss Carryforwards [Line Items]
Significant change in unrecognized tax benefits is reasonably possible, amount of unrecorded benefit	$ 6,000,000
Revenue Commissioners, Ireland \| Domestic Tax Authority
Operating Loss Carryforwards [Line Items]
Foreign statutory income tax rate	25.00%
Her Majesty's Revenue and Customs (HMRC) \| Foreign Tax Authority \| Capital Loss Carryforward
Operating Loss Carryforwards [Line Items]
Interest on income taxes accrued		69,000,000
Tax credit carryforward	$ 28,000,000	$ 33,000,000
Towers Watson & Co.
Operating Loss Carryforwards [Line Items]
Release in valuation allowance	69,000,000
Net deferred tax liability	77,000,000
Cumulative earnings	5,900,000,000
UNITED STATES \| State and Local \| Tax Year 2017 Through 2036
Operating Loss Carryforwards [Line Items]
Operating loss carryforwards, subject to expiration	$ 1,200,000,000

Fixed Assets - Components of Fixed Assets (Details) - USD ($) $ in Millions	12 Months Ended
	Dec. 31, 2016	Dec. 31, 2015	Dec. 31, 2014
Analysis of fixed asset activity
Cost: at beginning of period	$ 1,091	$ 980
Additions	311	146
Acquisitions	204	57
Disposals	(36)	(47)
Foreign exchange	(89)	(45)
Cost: at end of period	1,481	1,091	$ 980
Movement in Accumulated Depreciation, Depletion and Amortization, Property, Plant and Equipment [Roll Forward]
Depreciation: at beginning of period	(528)	(497)
Depreciation expense	(178)	(95)	(92)
Disposals	22	42
Foreign exchange	42	22
Depreciation: at end of period	(642)	(528)	(497)
Net book value	839	563
Furniture, equipment and software
Analysis of fixed asset activity
Cost: at beginning of period	724	642
Additions	265	119
Acquisitions	109	26
Disposals	(28)	(31)
Foreign exchange	(61)	(32)
Cost: at end of period	1,009	724	642
Movement in Accumulated Depreciation, Depletion and Amortization, Property, Plant and Equipment [Roll Forward]
Depreciation: at beginning of period	(393)	(366)
Depreciation expense	(119)	(72)
Disposals	17	28
Foreign exchange	31	17
Depreciation: at end of period	(464)	(393)	(366)
Net book value	545	331
Leasehold improvements
Analysis of fixed asset activity
Cost: at beginning of period	272	245
Additions	44	27
Acquisitions	95	26
Disposals	(8)	(16)
Foreign exchange	(21)	(10)
Cost: at end of period	382	272	245
Movement in Accumulated Depreciation, Depletion and Amortization, Property, Plant and Equipment [Roll Forward]
Depreciation: at beginning of period	(94)	(93)
Depreciation expense	(55)	(19)
Disposals	5	14
Foreign exchange	7	4
Depreciation: at end of period	(137)	(94)	(93)
Net book value	245	178
Land and buildings
Analysis of fixed asset activity
Cost: at beginning of period	95	93
Additions	2	0
Acquisitions	0	5
Disposals	0	0
Foreign exchange	(7)	(3)
Cost: at end of period	90	95	93
Movement in Accumulated Depreciation, Depletion and Amortization, Property, Plant and Equipment [Roll Forward]
Depreciation: at beginning of period	(41)	(38)
Depreciation expense	(4)	(4)
Disposals	0	0
Foreign exchange	4	1
Depreciation: at end of period	(41)	(41)	$ (38)
Net book value	$ 49	$ 54

Fixed Assets - Assets Held Under Capital Leases (Details) - USD ($) $ in Millions	12 Months Ended
	Dec. 31, 2016	Dec. 31, 2015	Dec. 31, 2014
Property, Plant and Equipment [Abstract]
Capital leases	$ 32	$ 32
Accumulated depreciation	(12)	(10)
Net book value	20	22
Capital Leases
Property, Plant and Equipment [Line Items]
Depreciation	$ 2	$ 2	$ 2

Goodwill and Other Intangible Assets, Net - Narrative (Details) $ in Millions	3 Months Ended		12 Months Ended
	Dec. 31, 2016 USD ($) segment	Jun. 30, 2016 segment	Dec. 31, 2016 USD ($)	Dec. 31, 2015 USD ($)	Dec. 31, 2014 USD ($)	Jan. 04, 2016 USD ($)
Finite-Lived Intangible Assets [Line Items]
Number of reportable segments \| segment	4	8
Amortization			$ 591	$ 76	$ 54
Acquired unfavorable lease liabilities	$ 29		$ 29	23
Weighted average remaining life of amortizable intangible assets			14 years 10 months
In Process Research and Development
Finite-Lived Intangible Assets [Line Items]
Intangible asset	$ 36		$ 36			$ 39
Excluding Above Market Leases
Finite-Lived Intangible Assets [Line Items]
Amortization			$ 591	$ 76	$ 54

Goodwill and Other Intangible Assets, Net - Components of Goodwill (Details) - USD ($) $ in Millions	12 Months Ended
	Dec. 31, 2016	Dec. 31, 2015	Dec. 31, 2014
Goodwill [Roll Forward]
Goodwill, gross, beginning balance	$ 10,905	$ 4,229	$ 3,429
Accumulated impairment losses, beginning balance	(492)	(492)
Goodwill, net, beginning balance	3,737	2,937
Purchase price allocation adjustments	6	1
Goodwill acquired during the period	6,785	865
Goodwill disposed of during the period	(5)	(13)
Foreign exchange	(110)	(53)
Goodwill, gross, ending balance	10,905	4,229
Accumulated impairment losses, ending balance	(492)	(492)
Goodwill, net, ending balance	10,413	3,737
HCB
Goodwill [Roll Forward]
Goodwill, gross, beginning balance	4,412	986	677
Accumulated impairment losses, beginning balance	(130)	(130)
Goodwill, net, beginning balance	856	547
Purchase price allocation adjustments	8	1
Goodwill acquired during the period	3,458	330
Goodwill disposed of during the period	0	(3)
Foreign exchange	(40)	(19)
Goodwill, gross, ending balance	4,412	986
Accumulated impairment losses, ending balance	(130)	(130)
Goodwill, net, ending balance	4,282	856
CRB
Goodwill [Roll Forward]
Goodwill, gross, beginning balance	2,178	2,212	1,897
Accumulated impairment losses, beginning balance	(362)	(362)
Goodwill, net, beginning balance	1,850	1,535
Purchase price allocation adjustments	5	0
Goodwill acquired during the period	0	348
Goodwill disposed of during the period	(5)	(9)
Foreign exchange	(34)	(24)
Goodwill, gross, ending balance	2,178	2,212
Accumulated impairment losses, ending balance	(362)	(362)
Goodwill, net, ending balance	1,816	1,850
IRR
Goodwill [Roll Forward]
Goodwill, gross, beginning balance	1,758	1,031	855
Accumulated impairment losses, beginning balance	0	0
Goodwill, net, beginning balance	1,031	855
Purchase price allocation adjustments	(7)	0
Goodwill acquired during the period	770	187
Goodwill disposed of during the period	0	(1)
Foreign exchange	(36)	(10)
Goodwill, gross, ending balance	1,758	1,031
Accumulated impairment losses, ending balance	0	0
Goodwill, net, ending balance	1,758	1,031
ES
Goodwill [Roll Forward]
Goodwill, gross, beginning balance	2,557	0	$ 0
Accumulated impairment losses, beginning balance	0	0
Goodwill, net, beginning balance	0	0
Purchase price allocation adjustments	0	0
Goodwill acquired during the period	2,557	0
Goodwill disposed of during the period	0	0
Foreign exchange	0	0
Goodwill, gross, ending balance	2,557	0
Accumulated impairment losses, ending balance	0	0
Goodwill, net, ending balance	$ 2,557	$ 0

Goodwill and Other Intangible Assets, Net - Finite-Lived Intangible Assets and Liabilities (Details) - USD ($) $ in Millions	12 Months Ended
	Dec. 31, 2016	Dec. 31, 2015	Dec. 31, 2014
Finite-lived Intangible Assets [Roll Forward]
Balance as of beginning of period	$ 1,115	$ 450
Purchase price allocation adjustments	(10)
Intangible assets acquired	3,953	773
Intangible assets disposed	(5)	(5)
Amortization	(591)	(76)	$ (54)
Amortization	(593)
Foreign Exchange	(128)	(27)
Balance as of end of period	4,332	1,115	450
Gross Carrying Amount	5,275	1,499
Accumulated Amortization	(943)	(384)
Unfavorable agreements, Gross Carrying Amount	34	23
Unfavorable agreements, Accumulated Amortization	5	0
Client relationships
Finite-lived Intangible Assets [Roll Forward]
Balance as of beginning of period	920	373
Purchase price allocation adjustments	2
Intangible assets acquired	2,222	642
Intangible assets disposed	(5)	(5)
Amortization		(69)
Amortization	(395)
Foreign Exchange	(89)	(21)
Balance as of end of period	2,655	920	373
Gross Carrying Amount	3,396	1,293
Accumulated Amortization	(741)	(373)
Management contracts
Finite-lived Intangible Assets [Roll Forward]
Balance as of beginning of period	62	70
Purchase price allocation adjustments	0
Intangible assets acquired	0	0
Intangible assets disposed	0	0
Amortization		(4)
Amortization	(4)
Foreign Exchange	(4)	(4)
Balance as of end of period	54	62	70
Gross Carrying Amount	62	67
Accumulated Amortization	(8)	(5)
Software
Finite-lived Intangible Assets [Roll Forward]
Balance as of beginning of period	77	0
Purchase price allocation adjustments	(13)
Intangible assets acquired	675	77
Intangible assets disposed	0	0
Amortization		0
Amortization	(142)
Foreign Exchange	(27)	0
Balance as of end of period	570	77	0
Gross Carrying Amount	711	77
Accumulated Amortization	(141)	0
Trademark and trade name
Finite-lived Intangible Assets [Roll Forward]
Balance as of beginning of period	50	3
Purchase price allocation adjustments	1
Intangible assets acquired	1,003	50
Intangible assets disposed	0	0
Amortization		(2)
Amortization	(45)
Foreign Exchange	(3)	(1)
Balance as of end of period	1,006	50	3
Gross Carrying Amount	1,051	52
Accumulated Amortization	(45)	(2)
Product
Finite-lived Intangible Assets [Roll Forward]
Balance as of beginning of period	0
Purchase price allocation adjustments	0
Intangible assets acquired	42
Intangible assets disposed	0
Amortization	(3)
Foreign Exchange	(6)
Balance as of end of period	33	0
Gross Carrying Amount	36	0
Accumulated Amortization	(3)	0
Favorable agreements
Finite-lived Intangible Assets [Roll Forward]
Balance as of beginning of period	2	0
Purchase price allocation adjustments	0
Intangible assets acquired	11	2
Intangible assets disposed	0	0
Amortization		0
Amortization	(2)
Foreign Exchange	0	0
Balance as of end of period	11	2	0
Gross Carrying Amount	13	2
Accumulated Amortization	(2)	0
Other
Finite-lived Intangible Assets [Roll Forward]
Balance as of beginning of period	4	4
Purchase price allocation adjustments	0
Intangible assets acquired	0	2
Intangible assets disposed	0	0
Amortization		(1)
Amortization	(2)
Foreign Exchange	1	(1)
Balance as of end of period	3	4	$ 4
Gross Carrying Amount	6	8
Accumulated Amortization	(3)	(4)
Unfavorable agreements
Finite-lived Intangible Assets [Roll Forward]
Unfavorable agreements, Gross Carrying Amount	34	23
Unfavorable agreements, Accumulated Amortization	$ 5	$ 0

Goodwill and Other Intangible Assets, Net - Schedule of Future Amortization Expense and Rent Offset (Details) $ in Millions	Dec. 31, 2016 USD ($)
Finite-Lived Intangible Assets, Amortization Expense, Maturity Schedule [Abstract]
2017	$ 563
2018	514
2019	458
2020	406
2021	333
Thereafter	2,047
Total	4,321
Rent offset
2017	(4)
2018	(3)
2019	(2)
2020	(2)
2021	(3)
Thereafter	(4)
Total	$ (18)

Derivative Financial Instruments (Details) - USD ($)	12 Months Ended
Derivative Financial Instruments (Details) - USD ($)	Dec. 31, 2016	Dec. 31, 2015	Dec. 31, 2014
Derivative [Line Items]
Derivative, loss on derivative within the next twelve months	$ 64,000,000
Not Designated as Hedging Instrument \| Forward exchange contracts
Derivative [Line Items]
Derivative, notional amount	630,000,000	$ 574,000,000
Derivative liability, fair value	8,000,000	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	0	0
Cash Flow Hedges \| Designated as Hedging Instrument \| Forward exchange contracts
Derivative [Line Items]
Derivative, notional amount	945,000,000	1,200,000,000
Derivative liability, fair value	110,000,000	28,000,000
Loss recognized in OCI (effective portion)	(127,000,000)	(38,000,000)	$ (31,000,000)
(Loss)/gain reclassified from OCI into income (effective portion)	(42,000,000)	4,000,000	16,000,000
(Loss)/gain recognized in income (ineffective portion and amount excluded from effectiveness testing)	$ (1,000,000)	$ 1,000,000	$ (1,000,000)
Maximum
Derivative [Line Items]
Longest outstanding maturity	2 years 6 months

Debt - Schedule of Short-term Debt and Current Maturities of Long-Term Debt (Details) - USD ($) $ in Millions	12 Months Ended
	Dec. 31, 2016	Dec. 31, 2015
Short-term Debt [Line Items]
Short-term debt and current portion of the long-term debt	$ 508	$ 988
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 \| Term loan expires 2019
Short-term Debt [Line Items]
Short-term debt and current portion of the long-term debt	$ 85	0
7-year term loan facility expires 2018 \| 7-year term loan facility expires 2018
Short-term Debt [Line Items]
Term loan period	7 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
Stated interest rate (as a percent)	4.125%
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%
Bank Overdrafts
Short-term Debt [Line Items]
Short-term debt and current portion of the long-term debt	$ 5	79
Other
Short-term Debt [Line Items]
Short-term debt and current portion of the long-term debt	2	0
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

Debt - Schedule of Long-term Debt (Details) - USD ($)			12 Months Ended
Debt - Schedule of Long-term Debt (Details) - USD ($)	Jan. 04, 2016	Mar. 28, 2007	Dec. 31, 2016	May 26, 2016	Mar. 22, 2016	Dec. 31, 2015	Aug. 31, 2013	Aug. 15, 2013	Mar. 11, 2011	Sep. 30, 2009
Debt Instrument [Line Items]
Long-term debt, excluding current maturities			$ 3,357,000,000			$ 2,278,000,000
Line of Credit \| Revolving Credit Facility \| Revolving $800 million credit facility
Debt Instrument [Line Items]
Long-term debt, excluding current maturities			238,000,000			467,000,000
Maximum borrowing capacity			800,000,000
Notes Payable \| 7-year term loan facility expires 2018
Debt Instrument [Line Items]
Long-term debt, excluding current maturities			$ 196,000,000			218,000,000
Term loan period			7 years
Notes Payable \| Term loan expires 2019
Debt Instrument [Line Items]
Long-term debt, excluding current maturities			$ 169,000,000			0
Term loan period	4 years
Senior Notes \| 6.200% senior notes due 2017
Debt Instrument [Line Items]
Long-term debt, excluding current maturities			$ 0			394,000,000
Term loan period		10 years
Stated interest rate (as a percent)		6.20%	6.20%				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%				7.00%			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%						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 \| 2.125% senior notes due 2022
Debt Instrument [Line Items]
Long-term debt, excluding current maturities			$ 565,000,000			0
Stated interest rate (as a percent)			2.125%	2.125%
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%					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%					6.125%

Debt - Narrative (Details)											1 Months Ended	12 Months Ended
Debt - Narrative (Details)	May 26, 2016 EUR (€)	May 26, 2016 USD ($)	Mar. 22, 2016 USD ($)	Mar. 15, 2016 USD ($)	Jan. 04, 2016 USD ($)	Dec. 28, 2015 USD ($)	Dec. 19, 2015 EUR (€)	Dec. 19, 2015 USD ($)	Nov. 20, 2015 EUR (€) tranche	Mar. 28, 2007 USD ($)	Aug. 31, 2013 USD ($)	Dec. 31, 2016 USD ($)	Dec. 31, 2015 USD ($)	Aug. 15, 2013 USD ($)	Mar. 17, 2011 USD ($)	Mar. 11, 2011 USD ($)	Sep. 30, 2009 USD ($)
Senior Notes \| 4.125% Senior Notes Due 2016
Debt Instrument [Line Items]
Stated interest rate (as a percent)												4.125%
Senior Notes \| 6.200% senior notes due 2017
Debt Instrument [Line Items]
Stated interest rate (as a percent)												6.20%
Line of Credit \| Notes Payable \| 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 \| Notes Payable \| 1-year Term Loan Facility Matures 2016, Tranche one
Debt Instrument [Line Items]
Term loan period	1 year	1 year
Maximum borrowing capacity \| €									€ 550,000,000
Amounts drawn on line of credit							€ 544,000,000	$ 592,000,000
Line of Credit \| Notes Payable \| 1-year Term Loan Facility Matures 2016, Tranche two
Debt Instrument [Line Items]
Repayment of line of credit			$ 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]
Current borrowing capacity												$ 400,000,000
Repayment of line of credit			300,000,000
Maximum borrowing capacity												800,000,000
Long-term borrowings outstanding												$ 238,000,000	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%
Notes Payable \| 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
Notes Payable \| 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)												1.83%
Long-term debt, gross												$ 255,000,000
Notes Payable \| Term loan expires 2019 \| LIBOR \| Minimum
Debt Instrument [Line Items]
Interest rate spread (as a percent)												1.25%
Notes Payable \| Term loan expires 2019 \| LIBOR \| Maximum
Debt Instrument [Line Items]
Interest rate spread (as a percent)												1.75%
Notes Payable \| Term loan expires 2019 \| Bank Base Rate \| Minimum
Debt Instrument [Line Items]
Interest rate spread (as a percent)												0.25%
Notes Payable \| Term loan expires 2019 \| Bank Base Rate \| Maximum
Debt Instrument [Line Items]
Interest rate spread (as a percent)												0.75%
Senior Notes \| 2.125% senior notes due 2022
Debt Instrument [Line Items]
Stated interest rate (as a percent)	2.125%	2.125%										2.125%
Effective interest rate (as a percent)												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%
Senior Notes \| 4.125% Senior Notes Due 2016
Debt Instrument [Line Items]
Face amount of note																$ 300,000,000
Stated interest rate (as a percent)																4.125%
Effective interest rate (as a percent)																4.24%
Senior Notes \| 4.625% senior notes due 2023
Debt Instrument [Line Items]
Face amount of note														$ 250,000,000
Stated interest rate (as a percent)												4.625%		4.625%
Effective interest rate (as a percent)														4.696%
Senior Notes \| 6.125% senior notes due 2043
Debt Instrument [Line Items]
Face amount of note														$ 275,000,000
Stated interest rate (as a percent)												6.125%		6.125%
Effective interest rate (as a percent)														6.154%
Senior Notes \| 5.750% senior notes due 2021
Debt Instrument [Line Items]
Face amount of note															$ 800,000,000	$ 500,000,000
Stated interest rate (as a percent)												5.75%				5.75%
Effective interest rate (as a percent)																5.871%
Repayments of debt				$ 300,000,000
Senior Notes \| 7.000% senior notes due 2019
Debt Instrument [Line Items]
Face amount of note																	$ 300,000,000
Stated interest rate (as a percent)											7.00%	7.00%					7.00%
Effective interest rate (as a percent)																	7.081%
Repayments of debt											$ 113,000,000
Senior Notes \| 6.200% senior notes due 2017
Debt Instrument [Line Items]
Face amount of note										$ 600,000,000
Stated interest rate (as a percent)										6.20%	6.20%	6.20%
Effective interest rate (as a percent)										6.253%
Term loan period										10 years
Repayment of line of credit										$ 200,000,000
Repayments of debt											$ 206,000,000
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%

Debt - Maturities Of Long Term Debt (Details) $ in Millions	Dec. 31, 2016 USD ($)
Debt Instrument [Line Items]
2017	$ 636
2018	641
2019	391
2020	109
2021	1,032
Thereafter	2,134
Total	4,943
Senior Notes
Debt Instrument [Line Items]
2017	394
2018	0
2019	187
2020	0
2021	950
Thereafter	1,645
Total	3,176
Senior Notes \| Interest on Senior Notes
Debt Instrument [Line Items]
2017	128
2018	122
2019	119
2020	109
2021	82
Thereafter	489
Total	1,049
Term Loan
Debt Instrument [Line Items]
2017	107
2018	281
2019	85
2020	0
2021	0
Thereafter	0
Total	473
Other
Debt Instrument [Line Items]
2017	7
2018	0
2019	0
2020	0
2021	0
Thereafter	0
Total	7
Revolving Credit Facility \| Line of Credit \| Revolving $800 million credit facility
Debt Instrument [Line Items]
2017	0
2018	238
2019	0
2020	0
2021	0
Thereafter	0
Total	$ 238

Debt - Interest Expense (Details) - USD ($) $ in Millions	12 Months Ended
Debt - Interest Expense (Details) - USD ($) $ in Millions	Dec. 31, 2016	Dec. 31, 2015	Dec. 31, 2014
Debt Instrument [Line Items]
Interest expense	$ 184	$ 142	$ 135
Senior Notes
Debt Instrument [Line Items]
Interest expense	139	114	117
Term Loan
Debt Instrument [Line Items]
Interest expense	17	5	5
Other
Debt Instrument [Line Items]
Interest expense	16	15	6
Revolving Credit Facility \| Line of Credit \| Revolving $800 million credit facility
Debt Instrument [Line Items]
Interest expense	10	6	3
Revolving Credit Facility \| Line of Credit \| WSI Revolving Credit Facility
Debt Instrument [Line Items]
Interest expense	$ 2	$ 2	$ 4

Fair Value Measurements - Schedule of Assets and Liabilities Measured at Fair Value on Recurring Basis (Details) - USD ($) $ in Millions	12 Months Ended
	Dec. 31, 2016	Dec. 31, 2015
Recurring
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Mutual funds / exchange traded funds	$ 37
Derivative financial instruments, assets	15	$ 26
Contingent consideration	55	74
Derivative financial instruments, liabilities	133	57
Recurring \| 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
Contingent consideration	0	0
Derivative financial instruments, liabilities	0	0
Recurring \| 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	15	26
Contingent consideration	0	0
Derivative financial instruments, liabilities	133	57
Recurring \| 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
Contingent consideration	55	74
Derivative financial instruments, liabilities	$ 0	$ 0
Obligations
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Weighted average discount rate on material contingent consideration calculation	10.76%

Fair Value Measurements - Fair Value Liabilities Measured Using Significant Unobservable Inputs Level 3 (Details) $ in Millions	12 Months Ended
	Dec. 31, 2016 USD ($)
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward]
Balance as of beginning of period	$ 74
Obligations assumed	3
Payments	(11)
Realized and unrealized losses	(5)
Foreign exchange	(6)
Balance as of end of period	$ 55

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	Dec. 31, 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	$ 508	$ 988
Long-term debt	3,357	2,278
Fair Value
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Current portion of long term debt	513	998
Long-term debt	$ 3,504	$ 2,394

Retirement Benefits - Narrative (Details) - USD ($) $ in Millions			12 Months Ended
	Jan. 04, 2016	Mar. 06, 2015	Dec. 31, 2016	Dec. 31, 2015	Dec. 31, 2014
Defined Benefit Plan Disclosure [Line Items]
Portion of pension and OPEB obligation attributed to disclosed plans (as a percent)			99.00%
Towers Watson & Co.
Defined Benefit Plan Disclosure [Line Items]
Plan assets acquired	$ 3,700
Benefit obligation acquired	4,600
Pension assets	67
Liability for pension benefits	$ (923)
U.S. Defined Contribution Plan
Defined Benefit Plan Disclosure [Line Items]
Defined contribution plan expenses			$ 152	$ 77	$ 70
U.K.
Defined Benefit Plan Disclosure [Line Items]
Plan assets acquired			906	202
Benefit obligation acquired			842	224
Plan amendments		$ (215)	0	(215)
PRW
Defined Benefit Plan Disclosure [Line Items]
Plan assets acquired			4	0
Benefit obligation acquired			112	0
Plan amendments			$ 0	$ 0
Average remaining service period			9 years 6 months
Change in Assumptions for Pension Plans
Defined Benefit Plan Disclosure [Line Items]
Credit to net periodic benefit income			$ 51
Defined Contribution Plan Tranche One \| Towers Watson & Co. \| U.S. Defined Contribution Plan
Defined Benefit Plan Disclosure [Line Items]
Employer matching contribution, percent of match			100.00%
Maximum annual contributions per employee, percent			2.00%
Vesting period			2 years
Defined Contribution Plan Tranche Two \| Towers Watson & Co. \| U.S. Defined Contribution Plan
Defined Benefit Plan Disclosure [Line Items]
Employer matching contribution, percent of match			50.00%
Maximum annual contributions per employee, percent			4.00%

Retirement Benefits - Change in Benefit Obligation and Plan Assets (Details) - USD ($) $ in Millions		12 Months Ended
	Mar. 06, 2015	Dec. 31, 2016	Dec. 31, 2015	Dec. 31, 2014
Change in Plan Assets
Fair value of plan assets, beginning of year		$ 4,385
Fair value of plan assets, end of year		8,109	$ 4,385
Non-current liability for pension benefits		(1,321)	(279)
U.S.
Change in Benefit Obligation
Benefit obligation, beginning of year		976	1,066
Service cost		59	0	$ 0
Interest cost		137	41	41
Employee contributions		0	0
Actuarial losses/(gains)		151	(92)
Curtailment loss		0	0
Settlements		0	0
Benefits paid		(166)	(39)
Business combinations		3,012	0
Transfers in		0	0
Foreign currency changes		0	0
Plan amendments		0	0
Benefit obligation, end of year		4,169	976	1,066
Change in Plan Assets
Fair value of plan assets, beginning of year		749	806
Actual return on plan assets		153	(19)
Employer contributions		91	1
Employee contributions		0	0
Settlements		0	0
Benefits paid		(166)	(39)
Business combinations		2,453	0
Transfers in		0	0
Foreign currency adjustment		0	0
Fair value of plan assets, end of year		3,280	749	806
Funded status at end of year		(889)	(227)
Accumulated Benefit Obligation		4,169	975
Pension benefits assets		0	0
Current liability for pension benefits		(47)	0
Non-current liability for pension benefits		(842)	(227)
Components on the Consolidated Balance Sheet		(889)	(227)
U.K.
Change in Benefit Obligation
Benefit obligation, beginning of year		2,881	3,093
Service cost		24	33	41
Interest cost		114	107	121
Employee contributions		1	1
Actuarial losses/(gains)		852	(97)
Curtailment loss		0	13
Settlements		(12)	0
Benefits paid		(130)	(102)
Business combinations		842	224
Transfers in		0	0
Foreign currency changes		(673)	(176)
Plan amendments	$ (215)	0	(215)
Benefit obligation, end of year		3,899	2,881	3,093
Change in Plan Assets
Fair value of plan assets, beginning of year		3,478	3,398
Actual return on plan assets		782	73
Employer contributions		106	107
Employee contributions		1	1
Settlements		(12)	0
Benefits paid		(130)	(102)
Business combinations		906	202
Transfers in		0	0
Foreign currency adjustment		(771)	(201)
Fair value of plan assets, end of year		4,360	3,478	3,398
Funded status at end of year		461	597
Accumulated Benefit Obligation		3,899	2,881
Pension benefits assets		478	617
Current liability for pension benefits		0
Non-current liability for pension benefits		(17)	(20)
Components on the Consolidated Balance Sheet		461	597
Other
Change in Benefit Obligation
Benefit obligation, beginning of year		184	186
Service cost		19	3	3
Interest cost		18	3	6
Employee contributions		0	0
Actuarial losses/(gains)		61	(5)
Curtailment loss		0	0
Settlements		(61)	(1)
Benefits paid		(24)	(7)
Business combinations		530	24
Transfers in		1	0
Foreign currency changes		4	(19)
Plan amendments		0	0
Benefit obligation, end of year		732	184	186
Change in Plan Assets
Fair value of plan assets, beginning of year		158	171
Actual return on plan assets		26	4
Employer contributions		39	10
Employee contributions		0	0
Settlements		(58)	0
Benefits paid		(24)	(7)
Business combinations		321	0
Transfers in		1	0
Foreign currency adjustment		4	(20)
Fair value of plan assets, end of year		467	158	171
Funded status at end of year		(265)	(26)
Accumulated Benefit Obligation		696	173
Pension benefits assets		10	6
Current liability for pension benefits		(7)
Non-current liability for pension benefits		(268)	(32)
Components on the Consolidated Balance Sheet		(265)	(26)
PRW
Change in Benefit Obligation
Benefit obligation, beginning of year		0	0
Service cost		1	0	0
Interest cost		3	0	0
Employee contributions		7	0
Actuarial losses/(gains)		4	0
Curtailment loss		0	0
Settlements		0	0
Benefits paid		(14)	0
Business combinations		112	0
Transfers in		0	0
Foreign currency changes		0	0
Plan amendments		0	0
Benefit obligation, end of year		113	0	0
Change in Plan Assets
Fair value of plan assets, beginning of year		0	0
Actual return on plan assets		0	0
Employer contributions		7	0
Employee contributions		7	0
Settlements		0	0
Benefits paid		(14)	0
Business combinations		4	0
Transfers in		0	0
Foreign currency adjustment		0	0
Fair value of plan assets, end of year		4	0	$ 0
Funded status at end of year		(109)	0
Accumulated Benefit Obligation		113	0
Pension benefits assets		0	0
Current liability for pension benefits		(3)
Non-current liability for pension benefits		(106)	0
Components on the Consolidated Balance Sheet		$ (109)	$ 0

Retirement Benefits - Amounts Recognized in Other Comprehensive Income (Loss) (Details) - USD ($) $ in Millions	Dec. 31, 2016	Dec. 31, 2015
U.S.
Defined Benefit Plan Disclosure [Line Items]
Net actuarial loss	$ 603	$ 378
Net prior service gain	0	0
Accumulated other comprehensive loss	603	378
U.K.
Defined Benefit Plan Disclosure [Line Items]
Net actuarial loss	918	790
Net prior service gain	(147)	(196)
Accumulated other comprehensive loss	771	594
Other
Defined Benefit Plan Disclosure [Line Items]
Net actuarial loss	80	25
Net prior service gain	0	0
Accumulated other comprehensive loss	80	25
PRW
Defined Benefit Plan Disclosure [Line Items]
Net actuarial loss	4	0
Net prior service gain	0	0
Accumulated other comprehensive loss	$ 4	$ 0

Retirement Benefits - Benefit Obligation In Excess Of Plan Assets (Details) - USD ($) $ in Millions	Dec. 31, 2016	Dec. 31, 2015
U.S.
Defined Benefit Plan Disclosure [Line Items]
Projected benefit obligation at end of year	$ 4,169	$ 976
Fair value of plan assets	3,280	749
U.K.
Defined Benefit Plan Disclosure [Line Items]
Projected benefit obligation at end of year	843	204
Fair value of plan assets	825	184
Other
Defined Benefit Plan Disclosure [Line Items]
Projected benefit obligation at end of year	686	52
Fair value of plan assets	$ 411	$ 19

Retirement Benefits - Accumulated Benefit Obligation In Excess of Plan Assets (Details) - USD ($) $ in Millions	Dec. 31, 2016	Dec. 31, 2015
U.S.
Defined Benefit Plan Disclosure [Line Items]
Projected benefit obligation at end of year	$ 4,169	$ 976
Accumulated benefit obligation at end of year	4,169	975
Fair value of plan assets	3,280	749
U.K.
Defined Benefit Plan Disclosure [Line Items]
Projected benefit obligation at end of year	843	204
Accumulated benefit obligation at end of year	843	204
Fair value of plan assets	825	184
Other
Defined Benefit Plan Disclosure [Line Items]
Projected benefit obligation at end of year	686	33
Accumulated benefit obligation at end of year	650	26
Fair value of plan assets	$ 411	$ 4

Retirement Benefits - Net Periodic Benefit Cost (Details) - USD ($) $ in Millions	12 Months Ended
	Dec. 31, 2016	Dec. 31, 2015	Dec. 31, 2014
U.S.
Defined Benefit Plan Disclosure [Line Items]
Service cost	$ 59	$ 0	$ 0
Interest cost	137	41	41
Expected return on plan assets	(240)	(57)	(54)
Amortization of unrecognized prior service credit	0	0	0
Amortization of net loss/(gain)	12	11	6
Settlement	0	0	0
Curtailment gain	0	0	0
Net periodic benefit (income)/cost	(32)	(5)	(7)
Net actuarial loss/(gain)	238	(16)	174
Amortization of unrecognized actuarial loss	(12)	(11)	(6)
Prior service gain	0	0	0
Amortization of unrecognized prior service credit	0	0	0
Settlement	0	0	0
Curtailment loss/(gain)	0	0	0
Total recognized in other comprehensive loss/(income)	226	(27)	168
Total recognized in net periodic benefit (income)/cost and other comprehensive loss/(income)	194	(32)	161
U.K.
Defined Benefit Plan Disclosure [Line Items]
Service cost	24	33	41
Interest cost	114	107	121
Expected return on plan assets	(253)	(230)	(213)
Amortization of unrecognized prior service credit	(19)	(18)	(4)
Amortization of net loss/(gain)	42	36	42
Settlement	0	0	0
Curtailment gain	0	(5)	0
Net periodic benefit (income)/cost	(92)	(77)	(13)
Net actuarial loss/(gain)	323	59	83
Amortization of unrecognized actuarial loss	(42)	(36)	(42)
Prior service gain	0	(215)	0
Amortization of unrecognized prior service credit	19	18	4
Settlement	0	0	0
Curtailment loss/(gain)	0	18	(2)
Total recognized in other comprehensive loss/(income)	300	(156)	43
Total recognized in net periodic benefit (income)/cost and other comprehensive loss/(income)	208	(233)	30
Other
Defined Benefit Plan Disclosure [Line Items]
Service cost	19	3	3
Interest cost	18	3	6
Expected return on plan assets	(27)	(3)	(6)
Amortization of unrecognized prior service credit	0	0	0
Amortization of net loss/(gain)	0	1	0
Settlement	5	0	0
Curtailment gain	0	0	0
Net periodic benefit (income)/cost	15	4	3
Net actuarial loss/(gain)	62	(5)	17
Amortization of unrecognized actuarial loss	0	(1)	0
Prior service gain	0	0	0
Amortization of unrecognized prior service credit	0	0	0
Settlement	(8)	0	0
Curtailment loss/(gain)	0	0	0
Total recognized in other comprehensive loss/(income)	54	(6)	17
Total recognized in net periodic benefit (income)/cost and other comprehensive loss/(income)	69	(2)	20
PRW
Defined Benefit Plan Disclosure [Line Items]
Service cost	1	0	0
Interest cost	3	0	0
Expected return on plan assets	0	0	0
Amortization of unrecognized prior service credit	0	0	0
Amortization of net loss/(gain)	0	0	0
Settlement	0	0	0
Curtailment gain	0	0	0
Net periodic benefit (income)/cost	4	0	0
Net actuarial loss/(gain)	4	0	0
Amortization of unrecognized actuarial loss	0	0	0
Prior service gain	0	0	0
Amortization of unrecognized prior service credit	0	0	0
Settlement	0	0	0
Curtailment loss/(gain)	0	0	0
Total recognized in other comprehensive loss/(income)	4	0	0
Total recognized in net periodic benefit (income)/cost and other comprehensive loss/(income)	$ 8	$ 0	$ 0

Retirement Benefits - Amounts in AOCI to be Recognized Next Fiscal Year (Details) $ in Millions	12 Months Ended
	Dec. 31, 2016 USD ($)
U.S.
Defined Benefit Plan Disclosure [Line Items]
Estimated net actuarial loss	$ 13
Prior service gain	0
U.K.
Defined Benefit Plan Disclosure [Line Items]
Estimated net actuarial loss	51
Prior service gain	(17)
Other
Defined Benefit Plan Disclosure [Line Items]
Estimated net actuarial loss	2
Prior service gain	0
PRW
Defined Benefit Plan Disclosure [Line Items]
Estimated net actuarial loss	0
Prior service gain	$ 0

Retirement Benefits - Assumptions Used (Details)			12 Months Ended
Retirement Benefits - Assumptions Used (Details)	Mar. 06, 2015	Mar. 05, 2015	Dec. 31, 2016	Dec. 31, 2015	Dec. 31, 2014
U.S.
Defined Benefit Plan Disclosure [Line Items]
Discount rate				3.90%	4.80%
Discount rate - PBO			4.20%
Discount rate - service cost			3.90%
Discount rate - interest cost on service cost			3.20%
Discount rate - interest cost on PBO			3.40%
Expected long-term rate of return on assets			7.60%	7.30%	7.30%
Rate of increase in compensation levels			4.30%
Discount rate			4.00%	4.20%
Rate of increase in compensation levels			4.30%
U.K.
Defined Benefit Plan Disclosure [Line Items]
Discount rate				3.60%	4.40%
Discount rate - PBO			3.80%
Discount rate - service cost			3.80%
Discount rate - interest cost on service cost			3.80%
Discount rate - interest cost on PBO			3.40%
Expected long-term rate of return on assets	6.50%	7.00%	6.20%	6.50%	7.00%
Rate of increase in compensation levels			3.20%	2.90%	3.20%
Discount rate			2.60%	3.80%
Rate of increase in compensation levels			3.20%	3.30%
U.K. \| Change in Assumptions for Pension Plans
Defined Benefit Plan Disclosure [Line Items]
Expected long-term rate of return on assets	5000.00%
Other
Defined Benefit Plan Disclosure [Line Items]
Discount rate				2.30%	3.70%
Discount rate - PBO			3.20%
Discount rate - service cost			3.40%
Discount rate - interest cost on service cost			3.10%
Discount rate - interest cost on PBO			2.80%
Expected long-term rate of return on assets			6.10%	3.30%	3.70%
Rate of increase in compensation levels			2.30%	2.20%	2.10%
Discount rate			2.70%	2.40%
Rate of increase in compensation levels			2.30%	2.20%
PRW
Defined Benefit Plan Disclosure [Line Items]
Discount rate - PBO			4.20%
Discount rate - service cost			4.10%
Discount rate - interest cost on service cost			3.50%
Discount rate - interest cost on PBO			3.30%
Expected long-term rate of return on assets			2.00%
Health care cost trend - Initial rate			7.00%
Health care cost trend - Ultimate rate			5.00%
Discount rate			4.00%	0.00%
Rate of increase in compensation levels				0.00%

Retirement Benefits - Fair Value Reconciliation (Details) - USD ($) $ in Millions	Dec. 31, 2016	Dec. 31, 2015
Compensation and Retirement Disclosure [Abstract]
Net assets held in investments	$ 8,100	$ 4,385
PRW plan assets	3	0
Net receivable for investments purchased	3	0
Dividend and interest receivable	3	0
Fair value of plan assets	$ 8,109	$ 4,385

Retirement Benefits - Significant Unobservable Input Reconciliation (Details) $ in Millions	12 Months Ended
	Dec. 31, 2016 USD ($)
Defined Benefit Plan, Change in Fair Value of Plan Assets, Level 3 Reconciliation [Roll Forward]
Fair value of plan assets, beginning of year	$ 4,385
Fair value of plan assets, end of year	8,109
Level 3
Defined Benefit Plan, Change in Fair Value of Plan Assets, Level 3 Reconciliation [Roll Forward]
Fair value of plan assets, beginning of year	1
Unrealized and realized gains relating to instruments still held at end of year	16
Foreign exchange	0
Fair value of plan assets, end of year	$ 17

Retirement Benefits - Projected Benefit Obligation (Details) - USD ($) $ in Millions	12 Months Ended
	Dec. 31, 2016	Dec. 31, 2015
U.S.
Defined Benefit Plan Disclosure [Line Items]
Employer contributions	$ 91	$ 1
U.K.
Defined Benefit Plan Disclosure [Line Items]
Employer contributions	106	107
Other
Defined Benefit Plan Disclosure [Line Items]
Employer contributions	39	10
Qualified Plan \| U.S.
Defined Benefit Plan Disclosure [Line Items]
Expected future employer contributions, next fiscal year	50
Employer contributions	50	0
Qualified Plan \| U.K.
Defined Benefit Plan Disclosure [Line Items]
Expected future employer contributions, next fiscal year	60
Employer contributions	105	102
Qualified Plan \| Other
Defined Benefit Plan Disclosure [Line Items]
Expected future employer contributions, next fiscal year	13
Employer contributions	$ 29	$ 6

Retirement Benefits - Expected Benefit Payments (Details) $ in Millions	Dec. 31, 2016 USD ($)
Defined Benefit Plan Disclosure [Line Items]
2017	$ 359
2018	358
2019	372
2020	385
2021	397
Years 2022 – 2026	2,224
Expected future benefit payments, total	4,095
U.S.
Defined Benefit Plan Disclosure [Line Items]
2017	226
2018	223
2019	231
2020	239
2021	244
Years 2022 – 2026	1,329
Expected future benefit payments, total	2,492
U.K.
Defined Benefit Plan Disclosure [Line Items]
2017	91
2018	97
2019	101
2020	105
2021	111
Years 2022 – 2026	649
Expected future benefit payments, total	1,154
Other
Defined Benefit Plan Disclosure [Line Items]
2017	27
2018	22
2019	24
2020	25
2021	26
Years 2022 – 2026	162
Expected future benefit payments, total	286
PRW
Defined Benefit Plan Disclosure [Line Items]
2017	15
2018	16
2019	16
2020	16
2021	16
Years 2022 – 2026	84
Expected future benefit payments, total	$ 163

Commitments and Contingencies - Operating Lease Commitments (Details) - USD ($) $ in Millions	12 Months Ended
	Dec. 31, 2016	Dec. 31, 2015	Dec. 31, 2014
Commitments and Contingencies Disclosure [Abstract]
Rent expense, exclusive of sublease income	$ 302	$ 142	$ 134
Sublease income	17	$ 17	$ 13
Gross rental commitments due 2017	238
Gross rental commitments due 2018	194
Gross rental commitments due 2019	171
Gross rental commitments due 2020	146
Gross rental commitments due 2021	122
Thereafter	611
Gross rental commitments due	1,482
Rentals from subleases due 2017	(16)
Rentals from subleases due 2018	(16)
Rentals from subleases due 2019	(14)
Rentals from subleases due 2020	(14)
Rentals from subleases due 2021	(11)
Rentals from subleases due Thereafter	(11)
Rentals from subleases due	(82)
Net rental commitments due 2017	222
Net rental commitments due 2018	178
Net rental commitments due 2019	157
Net rental commitments due 2020	132
Net rental commitments due 2021	111
Net rental commitments due Thereafter	600
Net rental commitments due	$ 1,400

Commitments and Contingencies (Details) € in Millions, £ in Millions																									1 Months Ended					3 Months Ended	12 Months Ended			51 Months Ended
	Sep. 12, 2016 USD ($) plaintiff	Aug. 05, 2016 USD ($) plaintiff	Jun. 08, 2016 USD ($)	Apr. 27, 2016 USD ($)	Mar. 31, 2016 USD ($)	Jan. 04, 2016 USD ($)	Dec. 29, 2015 EUR (€)	Dec. 29, 2015 USD ($)	Oct. 01, 2015 USD ($) shares	Jul. 21, 2015	Jul. 15, 2015	May 31, 2015 USD ($)	Aug. 01, 2014 USD ($)	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	May 31, 2011 USD ($)	Jul. 31, 2010 USD ($)	Dec. 31, 2009 USD ($)	Dec. 31, 2015 USD ($)	Dec. 31, 2016 USD ($) complaint lawsuit	Dec. 31, 2015 USD ($)	Dec. 31, 2014 USD ($)	Oct. 31, 2012 GBP (£)	May 09, 2016 complaint	Mar. 25, 2014 action	Aug. 31, 2008 GBP (£)
Loss Contingencies [Line Items]
Deferred consideration and contingent consideration payable																															$ 142,000,000
Payments of deferred and contingent consideration related to acquisitions																															67,000,000	$ 0	$ 0
Amount payable from option																															73,000,000
Provision for litigation losses																															$ 50,000,000	70,000,000	$ 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
Miller Insurance Services LLP
Loss Contingencies [Line Items]
Discounted fair value of contingent consideration liability												$ 26,000,000																			$ 95,000,000
Total consideration												$ 401,000,000
Ownership percentage in investee												85.00%
Capital contributions												$ 232,000,000
Towers Watson & Co.
Loss Contingencies [Line Items]
Total consideration						$ 8,723,000,000
Gras Savoye
Loss Contingencies [Line Items]
Total consideration							€ 544	$ 592,000,000
Ownership percentage in investee							70.00%	70.00%
Capital contributions								$ 582,000,000
Trident V Parallel Fund
Loss Contingencies [Line Items]
Long-term purchase commitment, amount																												$ 25,000,000
Payments to acquire other investments																															23,000,000
Trident V LP
Loss Contingencies [Line Items]
Long-term purchase commitment, amount																													$ 25,000,000
Towers Watson & Co. \| Longitude Holdings Limited
Loss Contingencies [Line Items]
Total consideration									$ 40,000,000
Shares purchased in investee \| shares									48,322
Ownership percentage in investee									24.20%
Capital contributions																															5,000,000
Dowling Capital Partners I
Loss Contingencies [Line Items]
Long-term purchase commitment, amount																											$ 10,000,000
Payments to acquire other investments																															8,000,000
Nashville Property
Loss Contingencies [Line Items]
Other contractual obligations																														$ 59,000,000	$ 54,000,000	59,000,000
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 (in excess of)																							$ 1,000,000,000
Pending Litigation \| Rupert, et al. v. Winter, et al.
Loss Contingencies [Line Items]
Damages sought (in excess of)																						$ 300,000,000
Number of plaintiffs \| plaintiff																						97
Pending Litigation \| Casanova, et al. v. Willis of Colorado, Inc., et al.
Loss Contingencies [Line Items]
Damages sought (in excess of)																					$ 5,000,000
Number of plaintiffs \| plaintiff																					7
Pending Litigation \| Martin v. Willis of Colorado, Inc., et. al. [Member]
Loss Contingencies [Line Items]
Damages sought (in excess of)	$ 1,000,000	$ 100,000
Number of plaintiffs \| plaintiff	5	1
Pending Litigation \| Abel, et al. v. Willis of Colorado, Inc., et al
Loss Contingencies [Line Items]
Damages sought (in excess of)	$ 135,000,000
Number of plaintiffs \| plaintiff	300
Pending Litigation \| Rishmague, et ano. v. Winter, et al.
Loss Contingencies [Line Items]
Damages sought (in excess of)																				$ 37,000,000
Number of plaintiffs \| plaintiff																				2
Pending Litigation \| MacArthur v. Winter, et al.
Loss Contingencies [Line Items]
Damages sought (in excess of)																			$ 4,000,000
Number of plaintiffs \| plaintiff																			2
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]
Damages sought (in excess of)																		$ 30,000,000
Number of plaintiffs \| plaintiff																		35
Pending Litigation \| de Gadala-Maria, et al. v. Willis Group Holdings Public Limited Company, et al.
Loss Contingencies [Line Items]
Damages sought (in excess of)																		$ 83,500,000
Number of plaintiffs \| plaintiff																		64
Pending Litigation \| Ranni, et ano. v. Willis Group Holdings Public Limited Company, et al.
Loss Contingencies [Line Items]
Damages sought (in excess of)																		$ 3,000,000
Number of plaintiffs \| plaintiff																		2
Pending Litigation \| Tisminesky, et al. v. Willis Group Holdings Public Limited Company, et al.
Loss Contingencies [Line Items]
Damages sought (in excess of)																		$ 6,500,000
Number of plaintiffs \| plaintiff																		11
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]
Damages sought (in excess of)																		$ 12,500,000
Number of plaintiffs \| plaintiff																		10
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 (in excess of)																															$ 190,000,000
Pending Litigation \| Towers Watson & Co. \| 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 (in excess of)				$ 1,700,000
Settlement amount for (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]
Settlement amount for (against) the Company					$ (120,000,000)
Provision for litigation losses																															50,000,000
Settled Litigation \| Troice, et al. v. Willis of Colorado, Inc., et al.
Loss Contingencies [Line Items]
Damages sought (in excess of)																								$ 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 (in excess of)														$ 1,000,000,000
Total losses incurred by plaintiff														$ 4,600,000,000
Settled Litigation \| Coal Staff Superannuation Scheme Trustees Limited
Loss Contingencies [Line Items]
Damages sought (in excess of) \| £																																		£ 47.5
Derivative, notional amount \| £																																					£ 250.0
Settled Litigation \| Meriter
Loss Contingencies [Line Items]
Damages paid																																82,000,000
Property Lease Guarantee
Loss Contingencies [Line Items]
Operating lease obligation																														676,000,000	558,000,000	676,000,000
Capital lease obligations																														$ 10,000,000	$ 9,000,000	$ 10,000,000

Supplementary Information for Select Balance Sheet Accounts - Accounts Receivable, Net (Details) - USD ($) $ in Millions	12 Months Ended
	Dec. 31, 2016	Dec. 31, 2015	Dec. 31, 2014
Accounts, Notes, Loans and Financing Receivable [Line Items]
Accounts receivable, net	$ 2,080	$ 1,258
Allowance for Doubtful Accounts
Movement in Valuation Allowances and Reserves [Roll Forward]
Balance at beginning of year	22	12	$ 13
Additions charged to costs and expenses	36	5	4
Charges to other accounts - Acquisitions	8	11	0
Deductions / Other movements	(27)	(7)	(6)
Foreign exchange differences	1	1	1
Balance at end of year	40	22	$ 12
Billed, net of provision for doubtful accounts of $40 million and $22 million
Accounts, Notes, Loans and Financing Receivable [Line Items]
Accounts receivable, net	1,789	1,051
Allowance for doubtful accounts	40	22
Accrued and unbilled, at estimated net realizable value
Accounts, Notes, Loans and Financing Receivable [Line Items]
Accounts receivable, net	$ 291	$ 207

Supplementary Information for Select Balance Sheet Accounts - Prepaid and Other Current Assets (Details) - USD ($) $ in Millions	Dec. 31, 2016	Dec. 31, 2015
Organization, Consolidation and Presentation of Financial Statements [Abstract]
Prepayments and accrued income	$ 131	$ 86
Derivatives and investments	32	29
Deferred compensation plan assets	15	20
Retention incentives	7	14
Corporate income and other taxes	97	66
Other current assets	55	40
Total prepaid and other current assets	$ 337	$ 255

Supplementary Information for Select Balance Sheet Accounts - Other Non-current Assets (Details) - USD ($) $ in Millions	Dec. 31, 2016	Dec. 31, 2015
Organization, Consolidation and Presentation of Financial Statements [Abstract]
Prepayments and accrued income	$ 15	$ 23
Deferred compensation plan assets	111	102
Deferred tax assets	50	76
Accounts receivable, net	27	30
Other investments	30	42
Other non-current assets	120	25
Total other non-current assets	$ 353	$ 298

Supplementary Information for Select Balance Sheet Accounts - Other Current Liabilities (Details) - USD ($) $ in Millions	Dec. 31, 2016	Dec. 31, 2015
Organization, Consolidation and Presentation of Financial Statements [Abstract]
Accounts payable	$ 117	$ 75
Income and other taxes payable	91	45
Contingent and deferred consideration on acquisition	53	68
Payroll related liabilities	200	82
Derivatives	80	31
Third party commissions	184	177
Other current liabilities	151	125
Total other current liabilities	$ 876	$ 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.