$ 852

$ 870

12,751

10,505

2,288

2,080

342

337

16,233

13,792

895

839

10,509

10,413

4,156

4,368

595

488

386

353

16,541

16,461

32,774

30,253

12,751

10,505

Short-term debt and current portion of long-term debt

1,311

1,481

508

882

876

15,029

13,370

4,097

3,357

1,271

1,321

823

864

637

575

473

532

7,301

6,649

COMMITMENTS AND CONTINGENCIES

22,330

20,019

Additional paid-in capital

10,658

10,596

Retained earnings

1,402

1,452

Accumulated other comprehensive loss, net of tax

(1,776)

(1,884)

Treasury shares, at cost, 149,572 shares in 2017 and 795,816 shares in 2016, and 40,000 shares, €1 nominal value, in 2017 and 2016

(21)

(99)

^[1]

10,263

10,065

124

118

10,387

10,183

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

$ 32,774

$ 30,253

[1]

Equity includes (a) Ordinary shares $0.000304635 nominal value; Authorized 1,510,003,775; Issued 134,744,951 (2017) and 137,075,068 (2016); Outstanding 134,612,898 (2017) and 136,296,771 (2016); (b) Ordinary shares, €1 nominal value; Authorized and Issued 40,000 shares in 2017 and 2016; and (c) Preference shares, $0.000115 nominal value; Authorized 1,000,000,000 and Issued none in 2017 and 2016.

Condensed Consolidated Balance Sheets (Unaudited) (Parenthetical)	Jun. 30, 2017 $ / shares shares	Jun. 30, 2017 € / shares shares	Dec. 31, 2016 $ / shares shares	Dec. 31, 2016 € / shares shares
Ordinary shares, $0.000304635 nominal value
Ordinary shares, nominal value (usd per share) \| $ / shares	$ 0.000304635		$ 0.000304635
Ordinary shares, shares authorized	1,510,003,775	1,510,003,775	1,510,003,775	1,510,003,775
Ordinary shares, shares issued	134,744,951	134,744,951	137,075,068	137,075,068
Ordinary shares, shares outstanding	134,612,898	134,612,898	136,296,771	136,296,771
Preference shares, nominal value (usd per share) \| $ / shares	$ 0.000115		$ 0.000115
Preference shares, shares authorized	1,000,000,000	1,000,000,000	1,000,000,000	1,000,000,000
Preference shares, shares issued	0	0	0	0
Treasury shares	149,572	149,572	795,816	795,816
Ordinary shares, €1 nominal value
Ordinary shares, nominal value (usd per share) \| € / shares		€ 1		€ 1
Ordinary shares, shares authorized	40,000	40,000	40,000	40,000
Ordinary shares, shares issued	40,000	40,000	40,000	40,000
Treasury shares	40,000	40,000	40,000	40,000

Condensed Consolidated Statements of Cash Flows (Unaudited) - USD ($) $ in Millions	6 Months Ended
	Jun. 30, 2017	Jun. 30, 2016
CASH FLOWS FROM OPERATING ACTIVITIES
NET INCOME	$ 393	$ 321
Adjustments to reconcile net income to total net cash from operating activities:
Depreciation	112	87
Amortization	300	286
Net periodic benefit of defined benefit pension plans	(65)	(47)
Provision for doubtful receivables from clients	11	21
Benefit from deferred income taxes	(74)	(56)
Share-based compensation	33	68
Non-cash foreign exchange gain	(13)	(22)
Other, net	33	16
Changes in operating assets and liabilities, net of effects from purchase of subsidiaries:
Accounts receivable	(174)	(123)
Fiduciary assets	(1,934)	(1,240)
Fiduciary liabilities	1,934	1,240
Other assets	(216)	(142)
Other liabilities	(73)	(45)
Provisions	52	72
Net cash from operating activities	319	436
CASH FLOWS (USED IN)/FROM INVESTING ACTIVITIES
Additions to fixed assets and software for internal use	(119)	(92)
Capitalized software costs	(32)	(42)
Acquisitions of operations, net of cash acquired	(13)	419
Other, net	9	23
Net cash from/(used in) investing activities	(155)	308
CASH FLOWS USED IN FINANCING ACTIVITIES
Net borrowings/(payments) on revolving credit facility	283	(393)
Senior notes issued	650	1,606
Proceeds from issuance of other debt	32	404
Debt issuance costs	(9)	(14)
Repayments of debt	(695)	(1,826)
Repurchase of shares	(296)	(38)
Proceeds from issuance of shares	37	28
Payments of deferred and contingent consideration related to acquisitions	(44)	0
Cash paid for employee taxes on withholding shares	(3)	(9)
Dividends paid	(137)	(67)
Acquisitions of and dividends paid to non-controlling interests	(14)	(15)
Net cash provided by (used in) financing activities	(196)	(324)
(DECREASE)/INCREASE IN CASH AND CASH EQUIVALENTS	(32)	420
Effect of exchange rate changes on cash and cash equivalents	14	(3)
CASH AND CASH EQUIVALENTS, BEGINNING OF PERIOD	870	532
CASH AND CASH EQUIVALENTS, END OF PERIOD	$ 852	$ 949

Condensed Consolidated Statements of Changes in Equity (Unaudited) - USD ($)
shares in Thousands, $ in Millions

Total

Shares outstanding

Ordinary shares and APIC

^[2]

Retained earnings

Treasury shares

AOCL

^[2]

Total WTW shareholders’ equity

Non-controlling interests

Redeemable Noncontrolling interests

^[1]

68,625

Equity, beginning balance at Dec. 31, 2015

$ 2,360

$ 1,672

$ 1,597

$ (3)

$ (1,037)

$ 2,229

$ 131

Temporary equity, beginning balance at Dec. 31, 2015

^[3]

$ 53

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

Shares repurchased (in shares)

^[1]

(303)

Shares repurchased

(38)

317

310

^[3]

321

Dividends

(136)

(130)

(6)

(5)

^[3]

(152)

(144)

(8)

^[3]

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

(152)

^[1]

565

Issuance of shares under employee stock compensation plans

Issue of shares for acquisitions (in shares)

^[1]

69,500

Issuance of shares for acquisitions

8,686

Replacement share-based compensation awards issued on acquisition

Share-based compensation

Additional non-controlling interests

(1)

Foreign currency translation

(1)

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

^[1]

138,387

Equity, ending balance at Jun. 30, 2016

11,188

10,495

1,739

(3)

(1,181)

11,050

138

Temporary equity, ending balance at Jun. 30, 2016

^[3]

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

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

^[1]

138,387

Equity, ending balance at Jun. 30, 2016

11,188

10,495

1,739

(3)

(1,181)

11,050

138

Temporary equity, ending balance at Jun. 30, 2016

^[3]

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

Adoption of ASU 2016-16 (See Note 2) | Accounting Standards Update 2016-16

(3)

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

^[1]

136,297

Equity, beginning balance at Dec. 31, 2016

10,183

10,596

1,452

(99)

(1,884)

10,065

118

Temporary equity, beginning balance at Dec. 31, 2016

^[3]

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

Shares repurchased (in shares)

^[1]

(2,238)

Shares repurchased

(296)

(278)

(18)

(296)

Shares canceled

388

377

^[3]

393

Dividends

(158)

(146)

(12)

(3)

^[3]

115

108

^[3]

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

119

^[1]

554

Issuance of shares under employee stock compensation plans

Share-based compensation

Additional non-controlling interests

(1)

Foreign currency translation

(8)

Equity, ending balance (in shares) at Jun. 30, 2017

^[1]

134,613

Equity, ending balance at Jun. 30, 2017

10,387

10,658

1,402

(21)

(1,776)

10,263

124

Temporary equity, ending balance at Jun. 30, 2017

^[3]

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

Equity, ending balance (in shares) at Jun. 30, 2017

^[1]

134,613

Equity, ending balance at Jun. 30, 2017

$ 10,387

$ 10,658

$ 1,402

$ (21)

$ (1,776)

$ 10,263

$ 124

Temporary equity, ending balance at Jun. 30, 2017

^[3]

$ 57

[1]	The nominal value of the ordinary shares and the number of ordinary shares issued in the balance as of December 31, 2015 have been retroactively adjusted to reflect the reverse stock split on January 4, 2016. See Note 3 — Merger for further details.
[2]	Accumulated other comprehensive loss, net of tax (‘AOCL’).
[3]	The non-controlling interest is related to Max Matthiessen Holding AB.

Nature of Operations	6 Months Ended
Nature of Operations	Jun. 30, 2017
Organization, Consolidation and Presentation of Financial Statements [Abstract]
Nature of Operations	Nature of Operations Willis Towers Watson plc was formed upon completion of the Merger on January 4, 2016, between Willis and Towers Watson. See Note 3 — Merger for additional information pertaining to this transaction. 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. The Company has more than 41,000 employees and services clients in more than 140 countries and territories. 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.

Basis of Presentation and Recent Accounting Policies

6 Months Ended

Jun. 30, 2017

Accounting Policies [Abstract]

Basis of Presentation and Recent Accounting Policies

Basis of Presentation and Recent Accounting Pronouncements

Basis of Presentation

The accompanying unaudited quarterly condensed consolidated financial statements of Willis Towers Watson and our subsidiaries are presented in accordance with the rules and regulations of the Securities and Exchange Commission (‘SEC’) for quarterly reports on Form 10-Q and therefore do not include all of the information and footnotes required by U.S. generally accepted accounting principles (‘GAAP’). We have reclassified certain prior period amounts to conform to current period presentation due to the adoption of certain updated accounting standards (see below for further discussion). In the opinion of management, these condensed consolidated financial statements reflect all adjustments, consisting only of normal recurring adjustments, which are necessary for a fair presentation of the condensed consolidated financial statements and results for the interim periods. All intercompany accounts and transactions have been eliminated in consolidation. The condensed consolidated financial statements should be read together with the Company’s Annual Report on Form 10-K filed with the SEC on March 1, 2017, and may be accessed via EDGAR on the SEC’s web site at www.sec.gov.

The results of operations for the three and six months ended June 30, 2017 are not necessarily indicative of the results that can be expected for the entire year. The results reflect certain estimates and assumptions made by management, including those estimates used in calculating acquisition consideration and fair value of tangible and intangible assets and liabilities, professional liability claims, estimated bonuses, valuation of billed and unbilled receivables, and anticipated tax liabilities that affect the amounts reported in the condensed consolidated financial statements and related notes.

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 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 will be other types of arrangements with associated costs that do not meet the criteria for cost deferral under current U.S. GAAP but do meet the criteria under the new standard. We are still evaluating the types of arrangements that might now have cost deferral impacts, however we expect this guidance to apply to our broking arrangements and certain consulting engagements.

To prepare for the additional disclosure requirements, we are currently implementing additional tools to support our revenue recognition and data collection processes, which will be in place and effective on January 1, 2018.

The Company continues to update its assessment of the impacts of the accounting standard, and related updates, to its condensed 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 its 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 its condensed consolidated financial statements, the majority of its leases are currently considered operating leases and will be capitalized as a lease asset on its balance sheet with a related lease liability for the obligated lease payments.

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 on January 1, 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 currently largely in compliance with its requirements.

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 on January 1, 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 condensed consolidated financial statements upon adopting this ASU since the most recent Step 1 goodwill impairment test resulted in fair values in excess of carrying values for all reporting units at October 1, 2016.

In March 2017, the FASB issued ASU No. 2017-07, Improving the Presentation of Net Periodic Pension Cost and Net Periodic Postretirement Benefit Cost, which requires entities to (1) disaggregate the current service-cost component from the other components of net benefit cost (the ‘other components’) and present it in the income statement with other current compensation costs for related employees and (2) present the other components elsewhere in the income statement and outside of income from operations if that subtotal is presented. In addition, the ASU requires entities to disclose the income statement lines that contain the other components if they are not presented or included in appropriately described separate lines. The ASU becomes effective for the Company on January 1, 2018, and should be applied retrospectively. Early adoption is permitted as of the beginning of a financial year. The Company is currently assessing the impact that this standard will have on its condensed consolidated financial statements.

In May 2017, the FASB issued ASU No. 2017-09, Stock Compensation - Scope of Modification Accounting, which provides guidance on which changes to the terms or conditions of a share-based payment award require an entity to apply modification accounting. The ASU requires that an entity should account for the effects of a modification unless the fair value (or calculated value or intrinsic value, if used), vesting conditions and classification (as equity or liability) of the modified award are all the same as for the original award immediately before the modification. The ASU becomes effective for the Company on January 1, 2018, and should be applied prospectively to an award modified on or after the adoption date. Early adoption is permitted, including adoption in any interim period. The Company is currently assessing the impact that this standard will have on any awards that are modified once this standard is adopted.

Adopted

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 became effective for the Company on January 1, 2017. In accordance with the prospective adoption of the recognition of excess tax benefits and deficiencies in the condensed consolidated statements of comprehensive income, we recognized a $1 million and $2 million tax benefit in provision for income taxes during the three and six months ended June 30, 2017, respectively. In addition, we elected to prospectively adopt the amendment to present excess tax benefits on share-based compensation as an operating activity, resulting in the recognition of a $2 million excess tax benefit as an operating activity in the condensed consolidated statement of cash flows for the six months ended June 30, 2017. We elected to continue to estimate expected forfeitures. We also retrospectively adopted the amendment to present cash payments to tax authorities in connection with shares withheld to meet statutory tax withholding requirements as a financing activity. As a result, this $9 million use of cash was reclassified from net cash from operating activities to net cash used in financing activities in the condensed consolidated statement of cash flows for the six months ended June 30, 2016.

In October 2016, the FASB issued ASU No. 2016-16, Accounting for Income Taxes: Intra-Entity Asset Transfers of Assets Other than Inventory, 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 elected to early adopt this standard on January 1, 2017, and recorded a cumulative reduction to retained earnings of $3 million.

Merger

6 Months Ended

Jun. 30, 2017

Business Combinations [Abstract]

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 as a wholly-owned subsidiary of Willis.

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 a pre-merger special dividend of $10.00 per share of its common stock, and 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 final 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
Non-controlling 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 12 - Commitments and Contingencies for a discussion of our material acquired contingencies related to Legacy Towers Watson.

iii.

Represents both debt due upon change of control of $400 million borrowed 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 purchase price allocation as of the date of acquisition was based on a valuation of the assets acquired and liabilities assumed in the acquisition. The purchase price allocation was complete as of December 31, 2016.

Goodwill is calculated as the difference between 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 realize 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:



	Amortization basis	Fair Value		Expected life (years)
Customer relationships	In line with underlying cash flows	$	2,221	15.0
Software - income approach	In line with underlying cash flows or straight-line basis	567		6.4
Software - cost approach	Straight-line basis	108		4.9
Product	In line with underlying cash flows	42		17.5
IPR&D ⁽ⁱ⁾	n/a	39		n/a
Trade name	Straight-line basis	1,003		25.0
Favorable lease agreements	Straight-line basis	11		6.5
		$	3,991

____________________


i.	Represents individual in-process research and development (‘IPR&D’) software components not placed into service as of the acquisition date. These assets were subsequently placed into service during the three months ended March 31, 2017, were reclassified into finite-lived software intangible assets, and are being amortized in line with underlying cash flows or on a straight-line basis.

Acquired Share-Based Compensation Plans

In connection with the Merger, we assumed certain stock options and restricted stock units (‘RSUs’) 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 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 recognized over the future vesting periods.

Restricted Stock Units. The outstanding unvested RSUs were converted into 597,307 Willis Towers Watson RSUs using the conversion ratios as stated in the Merger agreement. The fair value of these RSUs 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 recognized over the future vesting periods.

Segment Information

6 Months Ended

Jun. 30, 2017

Segment Reporting [Abstract]

Segment Information

Willis Towers Watson has four reportable operating segments or business areas:


•	Human Capital and Benefits (‘HCB’)


•	Corporate Risk and Broking (‘CRB’)


•	Investment, Risk and Reinsurance (‘IRR’)


•	Exchange Solutions (‘ES’)

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

The Company experiences seasonal fluctuations of its commissions and fees revenue. Revenue is typically higher during the Company’s first and fourth quarters due to timing of broking-related activities.

Beginning in 2017, we made certain changes that affect our segment results. These changes, which are detailed in the Form 8-K filed with the SEC on April 7, 2017, include the following:


•	First, to better align our business within our segments, we moved Max Matthiessen, which specializes in pension investment advice, to Investment, Risk and Reinsurance from Human Capital and Benefits; and moved Fine Art, Jewellery and Specie, which is a specialty broker, to Corporate Risk and Broking from Investment, Risk and Reinsurance.

•

Second, we recast operating income to better reflect the new segment reporting basis. As part of the further integration of our Willis Towers Watson businesses, we updated our corporate expense allocations to standardize our methodologies and allocate those expenses which are directly related to the business segment operations. Additionally, we revised the presentation of certain adjustments which arose from the purchase accounting for the Merger. Due to the long-term nature of these adjustments, which impact fixed asset and internally-developed software, we aligned the presentation within the respective segments and consolidated operating income, thereby eliminating a reconciling adjustment.

The prior period comparatives reflected in the tables below have been retrospectively adjusted to reflect our current segment presentation.

The following table presents segment commissions and fees, segment interest and other income, segment revenues, and segment operating income for our reportable segments for the three months ended June 30, 2017 and 2016.



	Three Months Ended June 30,
	HCB				CRB				IRR				ES				Total
	2017		2016		2017		2016		2017		2016		2017		2016		2017		2016
Segment commissions and fees	$	718	$	731	$	624	$	627	$	383	$	380	$	178	$	154	$	1,903	$	1,892
Segment interest and other income	11		5		6		6		6		44		—		1		23		56
Segment revenues	$	729	$	736	$	630	$	633	$	389	$	424	$	178	$	155	$	1,926	$	1,948

Segment operating income	$	123	$	128	$	100	$	99	$	97	$	123	$	34	$	34	$	354	$	384



	Six Months Ended June 30,
	HCB				CRB				IRR				ES				Total
	2017		2016		2017		2016		2017		2016		2017		2016		2017		2016
Segment commissions and fees	$	1,669	$	1,657	$	1,274	$	1,268	$	885	$	878	$	357	$	317	$	4,185	$	4,120
Segment interest and other income	15		9		11		12		11		48		—		1		37		70
Segment revenues	$	1,684	$	1,666	$	1,285	$	1,280	$	896	$	926	$	357	$	318	$	4,222	$	4,190

Segment operating income	$	472	$	441	$	222	$	209	$	319	$	322	$	72	$	77	$	1,085	$	1,049

The following table presents a reconciliation of the information reported by segment to the Company’s consolidated amounts reported for the three and six months ended June 30, 2017 and 2016.



	Three Months Ended June 30,						Six Months Ended June 30,
	2017			2016			2017			2016
Revenues:
Total segment revenues	$	1,926		$	1,948		$	4,222		$	4,190
Fair value adjustment for deferred revenue	—			(26		)	—			(58		)
Reimbursable expenses and other	27			27			50			51
Total revenues	$	1,953		$	1,949		$	4,272		$	4,183

Total segment operating income	$	354		$	384		$	1,085		$	1,049
Fair value adjustment for deferred revenue	—			(26		)	—			(58		)
Amortization	(149		)	(125		)	(300		)	(286		)
Restructuring costs	(27		)	(41		)	(54		)	(66		)
Integration expenses	(63		)	(29		)	(103		)	(81		)
Provision for the Stanford litigation	—			—			—			(50		)
Unallocated, net ⁽ⁱ⁾	9			(27		)	(41		)	(46		)
Income from operations	124			136			587			462
Interest expense	46			47			92			93
Other expense/(income), net	30			(6		)	50			12
Income from operations before income taxes and interest in earnings of associates	$	48		$	95		$	445		$	357

________________________


i.	Includes certain costs, primarily related to corporate functions which are not directly related to the segments, and certain differences between budgeted expenses determined at the beginning of the year and actual expenses that we report for U.S. GAAP purposes.

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

Restructuring and Related Activities [Abstract]

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.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 280
-SubTopic 10
-Section 50
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Reference 2: http://www.xbrl.org/2003/role/presentationRef
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-Name Accounting Standards Codification
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Reference 3: http://www.xbrl.org/2003/role/presentationRef
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Reference 4: http://www.xbrl.org/2003/role/presentationRef
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Reference 5: http://www.xbrl.org/2003/role/presentationRef
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Reference 6: http://www.xbrl.org/2003/role/presentationRef
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Reference 7: http://www.xbrl.org/2003/role/presentationRef
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Reference 8: http://www.xbrl.org/2003/role/presentationRef
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Reference 9: http://www.xbrl.org/2003/role/presentationRef
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Reference 10: http://www.xbrl.org/2003/role/presentationRef
-Publisher FASB
-Name Accounting Standards Codification
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Reference 11: http://www.xbrl.org/2003/role/presentationRef
-Publisher FASB
-Name Accounting Standards Codification
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Reference 12: http://www.xbrl.org/2003/role/presentationRef
-Publisher FASB
-Name Accounting Standards Codification
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Reference 13: http://www.xbrl.org/2003/role/presentationRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 280
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-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
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-URI http://asc.fasb.org/extlink&oid=68060357&loc=d3e8906-108599

+ Details

Restructuring Costs

6 Months Ended

Jun. 30, 2017

Restructuring Costs

The Company has two major elements of the restructuring costs included in its condensed consolidated financial statements, which are the Operational Improvement Program, continuing through 2017, and the Business Restructure Program, which was fully accrued by the end of 2016.

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 $27 million and $54 million for the three and six months ended June 30, 2017, respectively, and $37 million and $62 million for the three and six months ended June 30, 2016, respectively, related to the Operational Improvement Program.

The Company expects to incur $130 million of restructuring costs related to the Operational Improvement Program during fiscal year 2017, bringing the cumulative restructuring charges for this program to approximately $440 million.

Business Restructure Program - In the second quarter of 2016, we began planning targeted staffing reductions in certain portions of the business due to a reduction in business demand or change in business focus (hereinafter referred to as the Business Restructure Program). The main element of the program included workforce reductions, and was completed in 2016.

The Company recognized $4 million of restructuring costs related to the Business Restructure Program for both the three and six months ended June 30, 2016, respectively.

An analysis of total restructuring costs recognized in the statements of comprehensive income for the three and six months ended June 30, 2017 and 2016 by segment is as follows:



	Three Months Ended June 30, 2017
	HCB		CRB		IRR		ES		Corporate		Total
Termination benefits	$	—	$	5	$	1	$	—	$	1	$	7
Professional services and other	—		15		1		—		4		20
Total	$	—	$	20	$	2	$	—	$	5	$	27



	Three Months Ended June 30, 2016
	HCB		CRB		IRR		ES		Corporate		Total
Termination benefits	$	2	$	6	$	3	$	—	$	1	$	12
Professional services and other	—		20		—		—		9		29
Total	$	2	$	26	$	3	$	—	$	10	$	41



	Six Months Ended June 30, 2017
	HCB		CRB		IRR		ES		Corporate		Total
Termination benefits	$	—	$	9	$	3	$	—	$	1	$	13
Professional services and other	1		30		2		—		8		41
Total	$	1	$	39	$	5	$	—	$	9	$	54



	Six Months Ended June 30, 2016
	HCB		CRB		IRR		ES		Corporate		Total
Termination benefits	$	2	$	8	$	3	$	—	$	1	$	14
Professional services and other	—		37		1		—		14		52
Total	$	2	$	45	$	4	$	—	$	15	$	66

An analysis of the total cumulative restructuring costs recognized for the Operational Improvement Program from its commencement to June 30, 2017 by segment is as follows:



	HCB		CRB		IRR		ES		Corporate		Total
2014
Termination benefits	$	—	$	15	$	1	$	—	$	—	$	16
Professional services and other ⁽ⁱ⁾	—		3		—		—		17		20
2015
Termination benefits	2		24		7		—		3		36
Professional services and other ⁽ⁱ⁾	1		57		2		—		30		90
2016
Termination benefits	1		18		3		—		1		23
Professional services and other ⁽ⁱ⁾	1		81		4		—		36		122
2017
Termination benefits	—		9		3		—		1		13
Professional services and other ⁽ⁱ⁾	1		30		2		—		8		41
Total
Termination benefits	3		66		14		—		5		88
Professional services and other ⁽ⁱ⁾	3		171		8		—		91		273
Total	$	6	$	237	$	22	$	—	$	96	$	361

____________________


i.	Other includes salaries and benefits, premises, and other expenses incurred to support the ongoing management and facilitation of the programs.

The changes in the Company’s liability under the Operational Improvement Program from its commencement to June 30, 2017 are 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
Charges incurred	13			41			54
Cash payments	(8		)	(51		)	(59		)
Balance at June 30, 2017	$	12		$	8		$	20

The changes in the Company’s liability under the Business Restructure Program from its commencement to June 30, 2017 are as follows:



	Termination Benefits			Professional Services and Other			Total
Balance at January 1, 2016	$	—		$	—		$	—
Charges incurred	45			3			48
Cash payments	(19		)	(3		)	(22		)
Balance at December 31, 2016	26			—			26
Cash payments	(21		)	—			(21		)
Balance at June 30, 2017	$	5		$	—		$	5

Income Taxes	6 Months Ended
Income Taxes	Jun. 30, 2017
Income Tax Disclosure [Abstract]
Income Taxes	Income Taxes Provision for income taxes for the three and six months ended June 30, 2017 was $8 million and $54 million, respectively, compared to $19 million and $37 million for the three and six months ended June 30, 2016, respectively. The effective tax rate was 16.8% and 12.1% for the three and six months ended June 30, 2017, respectively, and 20.6% and 10.4% for the three and six months ended June 30, 2016, respectively. These effective tax rates are calculated using extended values from our condensed statements of operations, and are therefore more precise tax rates than can be calculated from rounded values. Our effective tax rate is generally lower than the U.S. statutory rate of 35%. This is primarily due to our global mix of income which creates deductions in jurisdictions with high statutory income tax rates. The effective tax rate for the three months ended June 30, 2017 was lower than the rate for the three months ended June 30, 2016 primarily due to the release of liabilities for uncertain tax positions as a result of the completion of a U.S. Internal Revenue Service examination for Towers Watson & Co.’s short tax period July 1, 2015 to January 4, 2016. The Company is no longer in the Compliance Assurance Process program. The effective tax rate for the six months ended June 30, 2017 was higher than the rate for the six months ended June 30, 2016 primarily due to the U.S. tax expense resulting from an internal reorganization of certain legacy Towers Watson businesses. Historically, we have not provided deferred taxes on cumulative earnings of our subsidiaries that have been reinvested indefinitely. As a result of our plan to restructure or distribute accumulated earnings of certain acquired Towers Watson foreign operations, we continue to accrue deferred taxes on current year earnings of those subsidiaries. However, we assert that the historical cumulative earnings of our other subsidiaries are reinvested indefinitely, and therefore do not provide deferred tax liabilities on these amounts. The Company records valuation allowances against net deferred tax assets based on whether it is more likely than not that the deferred tax assets will be realized. We have liabilities for uncertain tax positions under Accounting Standards Codification (‘ASC’) 740, Income Taxes of $53 million, excluding interest and penalties. The Company believes the outcomes that are reasonably possible within the next 12 months may result in a reduction in the liability for uncertain tax positions of approximately $5 million to $7 million, excluding interest and penalties.

Goodwill and Other Intangible Assets

6 Months Ended

Jun. 30, 2017

Goodwill and Intangible Assets Disclosure [Abstract]

Goodwill and Other Intangible Assets

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

The components of goodwill are outlined below for the six months ended June 30, 2017:



	HCB			CRB			IRR		ES		Total
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 - December 31, 2016	4,282			1,816			1,758		2,557		10,413
Goodwill reassigned in segment realignment⁽ⁱ⁾	(113		)	13			100		—		—
Goodwill acquired during the period	—			8			—		—		8
Foreign exchange	40			37			11		—		88
Balance at June 30, 2017:
Goodwill, gross	4,339			2,236			1,869		2,557		11,001
Accumulated impairment losses	(130		)	(362		)	—		—		(492		)
Goodwill, net - June 30, 2017	$	4,209		$	1,874		$	1,869	$	2,557	$	10,509

____________________


i.	Represents the preliminary reallocation of goodwill related to certain businesses which were realigned among the segments as of January 1, 2017. See Note 4 — Segment Information for further information.

Other Intangible Assets

The following table reflects changes in the net carrying amounts of the components of finite-lived intangible assets for the six months ended June 30, 2017:



	Balance at December 31, 2016		Intangible assets acquired		Intangible assets disposed			Amortization⁽ⁱⁱ⁾			Foreign Exchange		Balance at June 30, 2017
Client relationships	$	2,655	$	12	$	—		$	(198	)	$	58	$	2,527
Management contracts	54		—		—			(2		)	4		56
Software ⁽ⁱ⁾	570		36		—			(75		)	9		540
Trademark and trade name	1,006		—		(1		)	(22		)	4		987
Product	33		—		—			(2		)	1		32
Favorable agreements	11		—		—			(1		)	1		11
Other	3		—		—			(1		)	1		3
Total amortizable intangible assets	$	4,332	$	48	$	(1	)	$	(301	)	$	78	$	4,156


i.	All in-process research and development intangible assets acquired as part of the Merger on January 4, 2016 of $39 million ($36 million at the date placed into service due to changes in foreign currency exchange rates) have been placed into service during the six months ended June 30, 2017 and have been included as intangible assets acquired in this presentation.


ii.	Amortization associated with favorable lease agreements is recorded in Other operating expenses in the condensed consolidated statements of comprehensive income.

We recorded amortization related to our finite-lived intangible assets, exclusive of the amortization of our favorable lease agreements, of $149 million and $300 million, for the three and six months ended June 30, 2017, respectively, and $125 million and $286 million for the three and six months ended June 30, 2016, respectively.

Our acquired unfavorable lease liabilities were $27 million and $29 million at June 30, 2017 and December 31, 2016, respectively, and are recorded in other non-current liabilities in the condensed consolidated balance sheet.

The following table reflects the carrying value of finite-lived intangible assets and liabilities at June 30, 2017 and December 31, 2016:



	June 30, 2017					December 31, 2016
	Gross Carrying Amount		Accumulated Amortization			Gross Carrying Amount		Accumulated Amortization
Client relationships	$	3,468	$	(941	)	$	3,396	$	(741	)
Management contracts	66		(10		)	62		(8		)
Software	754		(214		)	711		(141		)
Trademark and trade name	1,054		(67		)	1,051		(45		)
Product	37		(5		)	36		(3		)
Favorable agreements	14		(3		)	13		(2		)
Other	6		(3		)	6		(3		)
Total finite-lived assets	$	5,399	$	(1,243	)	$	5,275	$	(943	)

Unfavorable agreements	$	34	$	(7	)	$	34	$	(5	)
Total finite-lived intangible liabilities	$	34	$	(7	)	$	34	$	(5	)

The weighted average remaining life of amortizable intangible assets and liabilities at June 30, 2017 was 14.6 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 remainder of 2017 and for subsequent years:



	Amortization		Rent offset
Remainder of 2017	$	282	$	(2	)
2018	534		(4		)
2019	477		(2		)
2020	424		(2		)
2021	346		(2		)
Thereafter	2,082		(4		)
Total	$	4,145	$	(16	)

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

6 Months Ended

Jun. 30, 2017

Derivative Financial Instruments

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

Interest Rate Risk - Investment Income

As a result of the Company’s operating activities, the Company holds fiduciary funds. The Company earns interest on these funds, which is included in the Company’s condensed consolidated financial statements in 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, with total notional amounts of $300 million, were designated as hedging instruments at June 30, 2017 and December 31, 2016, and had net fair value liabilities of $1 million and nil, respectively.

Foreign Currency Risk

Certain 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 consolidated balance sheet. To reduce such variability, we use foreign exchange forward contracts to hedge against this currency risk.

These derivatives were designated as hedging instruments and at June 30, 2017 and December 31, 2016 had total notional amounts of $808 million and $945 million, respectively, and net fair value liabilities of $56 million and $110 million, respectively.

At June 30, 2017, the Company estimates, based on current interest and exchange rates, there will be $44 million of net derivative losses on forward exchange rates, interest rate swaps, and treasury locks reclassified from accumulated other comprehensive income/(loss) into earnings within the next twelve months as the forecast transactions affect earnings. At June 30, 2017, our longest outstanding maturity was 3.0 years.

The effects of the material derivative instruments that are designated as hedging instruments on the condensed consolidated statements of comprehensive income for the three and six months ended June 30, 2017 and 2016 are as follows:



Three Months Ended June 30,	Gain /(loss) recognized in OCI (effective portion)					Location of loss reclassified from Accumulated OCI into income (effective element)	Loss reclassified from Accumulated OCI into income (effective element)						Location of gain recognized in income (ineffective portion and amount excluded from effectiveness testing)	Gain recognized in income (ineffective portion and amount excluded from effectiveness testing)
	2017		2016				2017			2016				2017		2016
Forward exchange contracts	$	9	$	(46	)	Other expense/(income), net	$	(20	)	$	(8	)	Interest expense	$	—	$	—



Six Months Ended June 30,	Gain /(loss) recognized in OCI (effective portion)					Location of loss reclassified from Accumulated OCI into income (effective element)	Loss reclassified from Accumulated OCI into income (effective element)						Location of gain recognized in income (ineffective portion and amount excluded from effectiveness testing)	Gain recognized in income (ineffective portion and amount excluded from effectiveness testing)
	2017		2016				2017			2016				2017		2016
Forward exchange contracts	$	12	$	(74	)	Other expense/(income), net	$	(43	)	$	(12	)	Interest expense	$	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 June 30, 2017 and December 31, 2016, we had notional amounts of $354 million and $630 million, respectively, and had a net fair value asset of $1 million and a net fair value liability of $8 million, respectively.

The effects of derivatives that have not been designated as hedging instruments on the condensed consolidated statements of comprehensive income for the three and six months ended June 30, 2017 and 2016 are as follows:



		Gain/(loss) recognized in income
		Three Months Ended June 30,				Six Months Ended June 30,
Derivatives not designated as hedging instruments:	Location of gain/(loss) recognized in income	2017		2016		2017		2016
Forward exchange contracts	Other expense/(income), net	$	1	$	—	$	9	$	(10	)

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.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef
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+ Details

Debt

6 Months Ended

Jun. 30, 2017

Debt Disclosure [Abstract]

Debt

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



	June 30, 2017		December 31, 2016
6.200% senior notes due 2017	$	—	$	394
Current portion of 7-year term loan facility	—		22
Current portion of term loan due 2019	85		85
Short-term borrowing under bank overdraft arrangement	—		5
Other debt	—		2
	$	85	$	508

Long-term debt consists of the following:



	June 30, 2017		December 31, 2016
Revolving $1.25 billion credit facility	$	523	$	—
Revolving $800 million credit facility	—		238
7-year term loan facility	—		196
Term loan due 2019	128		169
7.000% senior notes due 2019	186		186
5.750% senior notes due 2021	496		496
3.500% senior notes due 2021	446		446
2.125% senior notes due 2022⁽ⁱ⁾	612		565
4.625% senior notes due 2023	248		247
3.600% senior notes due 2024	644		—
4.400% senior notes due 2026	543		543
6.125% senior notes due 2043	271		271
	$	4,097	$	3,357

________________________


i.	Notes issued in Euro (€540 million).

Revolving credit facility

On March 7, 2017, the Company, together with its wholly-owned subsidiary, Trinity Acquisition plc (see Note 18 for further information), entered into a $1.25 billion amended and restated revolving credit facility (the ‘RCF’), that will mature on March 7, 2022. The RCF replaced the previous $800 million revolving credit facility. Amounts outstanding under the RCF shall bear interest at LIBOR plus a margin of 1.00% to 1.75%, or alternatively, the base rate plus a margin of 0.00% to 0.75%, based upon the Company’s guaranteed senior unsecured long-term debt rating.

Borrowings of $409 million and €45 million against the RCF were used to repay all outstanding borrowings against the previous $800 million credit facility and the 7-year term loan due July 23, 2018.

Additionally, on March 28, 2017, $407 million was used to repay the 6.200% senior notes due 2017, including accrued interest.

At June 30, 2017 and December 31, 2016, we were in compliance with all financial covenants.

Senior notes

On May 16, 2017, the Company, together with its wholly-owned subsidiary, Willis North America Inc. (see Note 16 for further information), completed an offering of $650 million of 3.600% senior notes due 2024 (‘2024 senior notes’). The effective interest rate of the 2024 senior notes is 3.614%, which includes the impact of the discount upon issuance. The 2024 senior notes will mature on May 15, 2024, and interest accrues on the 2024 senior notes from May 16, 2017 and will be paid in cash on May 15 and November 15 of each year. The net proceeds from this offering, after deducting underwriter discounts and commissions and estimated offering expenses, were $644 million, and were used to pay down amounts outstanding under the RCF and for general corporate purposes.

Fair Value Measurements

6 Months Ended

Jun. 30, 2017

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:


•	Available-for-sale securities are classified as Level 1 because we use quoted market prices in determining the fair value of these securities.

•

Market values for our derivative instruments have been used to determine the fair value of 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.


•	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 table presents our assets and liabilities measured at fair value on a recurring basis at June 30, 2017 and December 31, 2016:



		Fair Value Measurements on a Recurring Basis at June 30, 2017
	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	$	39	$	—	$	—	$	39
Derivatives:
Derivative financial instruments ⁽ⁱ⁾	Prepaid and other current assets and other non-current assets	$	—	$	9	$	—	$	9
Liabilities:
Contingent consideration:
Contingent consideration ⁽ⁱⁱ⁾	Other current liabilities and other non-current liabilities	$	—	$	—	$	49	$	49
Derivatives:
Derivative financial instruments ⁽ⁱ⁾	Other current liabilities and other non-current liabilities	$	—	$	65	$	—	$	65



		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

_________________________


i.	See Note 8 — Derivative Financial Instruments for further information on our derivative investments.

ii.

Probability weightings are based on our knowledge of the past and planned performance of the acquired entity to which the contingent consideration applies. The weighted average discount rate used on our material contingent consideration calculations was 9.99% and 10.76% at June 30, 2017 and December 31, 2016, respectively. Using different probability weightings and discount rates could result in an increase or decrease of the contingent consideration payable.

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



Fair Value Measurements Using Significant Unobservable Inputs (Level 3)	June 30, 2017
Balance at December 31, 2016	$	55
Obligations assumed	—
Payments	(4		)
Realized and unrealized losses	(4		)
Foreign exchange	2
Balance at June 30, 2017	$	49

There were no significant transfers between Levels 1, 2 or 3 in the three and six months ended June 30, 2017 and 2016, respectively.

The following tables present our liabilities not measured at fair value on a recurring basis at June 30, 2017 and December 31, 2016:



	June 30, 2017				December 31, 2016
	Carrying Value		Fair Value		Carrying Value		Fair Value
Liabilities:
Short-term debt and current portion of long-term debt	$	85	$	85	$	508	$	513
Long-term debt	$	4,097	$	4,319	$	3,357	$	3,504

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 respective 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

6 Months Ended

Jun. 30, 2017

Retirement Benefits

Defined Benefit Plans and Post-retirement Welfare Plan

Willis Towers Watson sponsors both qualified and non-qualified defined benefit pension plans and other post-retirement welfare plans (‘PRW’) 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, including Canada, France, Germany, Ireland and the Netherlands. Together, these disclosed funded and unfunded plans represent 99% of Willis Towers Watson’s pension and PRW obligations and are disclosed herein.

Components of Net Periodic Benefit (Income)/Cost for Defined Benefit Pension and Post-retirement Welfare Plans

The following table sets forth the components of net periodic benefit (income)/cost for the Company’s defined benefit pension and PRW plans for the three and six months ended June 30, 2017 and 2016:



	Three Months Ended June 30,
	2017											2016
	U.S.			U.K.			Other			PRW		U.S.			U.K.			Other			PRW
Service cost	$	17		$	7		$	4		$	—	$	15		$	6		$	5		$	—
Interest cost	35			24			5			1		34			28			7			1
Expected return on plan assets	(62		)	(71		)	(8		)	—		(60		)	(64		)	(9		)	—
Settlement	—			—			—			—		—			—			—			—
Amortization of net loss	3			13			1			—		3			11			—			—
Amortization of prior service credit	—			(4		)	—			—		—			(5		)	—			—
Net periodic benefit (income)/cost	$	(7	)	$	(31	)	$	2		$	1	$	(8	)	$	(24	)	$	3		$	1



	Six Months Ended June 30,
	2017											2016
	U.S.			U.K.			Other			PRW		U.S.			U.K.			Other			PRW
Service cost	$	33		$	15		$	9		$	—	$	30		$	13		$	9		$	—
Interest cost	70			46			9			2		68			57			13			2
Expected return on plan assets	(123		)	(139		)	(15		)	—		(119		)	(127		)	(17		)	—
Settlement	—			—			—			—		—			—			2			—
Amortization of net loss	6			26			1			—		6			22			—			—
Amortization of prior service credit	—			(9		)	—			—		—			(10		)	—			—
Net periodic benefit (income)/cost	$	(14	)	$	(61	)	$	4		$	2	$	(15	)	$	(45	)	$	7		$	2

Employer Contributions to Defined Benefit Pension Plans

The Company made no contributions to its U.S. plans for the six months ended June 30, 2017 and anticipates making $50 million in contributions over the remainder of the fiscal year. The Company made contributions of $32 million to its U.K. plans for the six months ended June 30, 2017 and anticipates making additional contributions of $30 million for the remainder of the fiscal year. The Company made contributions of $8 million to its other plans for the six months ended June 30, 2017 and anticipates making additional contributions of $7 million for the remainder of the fiscal year.

Defined Contribution Plans

The Company made contributions to its defined contribution plans of $37 million and $79 million for the three and six months ended June 30, 2017, respectively, and $40 million and $81 million for the three and six months ended June 30, 2016, respectively.

Commitments and Contingencies

6 Months Ended

Jun. 30, 2017

Commitments and Contingencies Disclosure [Abstract]

Commitments and Contingencies

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, the Company does not believe that 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 financial statements. The Company also receives subpoenas in the ordinary course of business and, from time to time, receives requests for information in connection with governmental investigations.

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

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

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

Merger-related 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. The court has provisionally scheduled trial for October 2, 2017. 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 7 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.

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

•

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

•

Abel, et al. v. Willis of Colorado, Inc., et al., C.A. No. 3:16-cv-2601, was filed on September 12, 2016, on behalf of more than 300 Stanford investors against Willis Group Holdings plc, Willis Limited, Willis of Colorado, Inc. and the same Willis associate, also in the Northern District of Texas. The complaint alleges claims under Texas statutory and common law and seeks actual damages in excess of $135 million, exemplary damages, attorneys’ fees and costs. 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 increased its provisions by $50 million during that quarter. Further details on this settlement in principle are given below.

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

Settlement. On March 31, 2016, the Company entered into a settlement in principle, as reflected in a Settlement Term Sheet, relating to the Stanford litigation matter. The Company agreed to the Settlement Term Sheet to eliminate the distraction, burden, expense and uncertainty of further litigation. In particular, 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.

On or about August 31, 2016, the parties to the settlement signed a formal Settlement Agreement memorializing the terms of the settlement as originally set forth in the Settlement Term Sheet. The parties to the Settlement Agreement are Ralph S. Janvey (in his capacity as the Court-appointed receiver (the ‘Receiver’) for The Stanford Financial Group and its affiliated entities in receivership (collectively, ‘Stanford’)), the Official Stanford Investors Committee, Samuel Troice, Martha Diaz, Paula Gilly-Flores, Punga Punga Financial, Ltd., Manuel Canabal, Daniel Gomez Ferreiro and Promotora Villa Marina, C.A. (collectively, ‘Plaintiffs’), on the one hand, and Willis Towers Watson Public Limited Company (formerly Willis Group Holdings Public Limited Company), Willis Limited, Willis North America Inc., Willis of Colorado, Inc. and the Willis associate referenced above (collectively, ‘Defendants’), on the other hand. Under the terms of the Settlement Agreement, the parties agreed to settle and dismiss the Janvey 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 Agreement also provides the parties’ agreement to seek the Court’s entry of bar orders prohibiting any continued or future litigation against the Defendants and their related parties of claims relating to Stanford, whether asserted to date or not. The terms of the bar orders therefore would prohibit all Stanford-related litigation described above, and not just the Actions, but including any pending matters and any actions that may be brought in the future. Final Court approval of these bar orders is a condition of the settlement.

On September 7, 2016, Plaintiffs filed with the Court a motion to approve the settlement. On October 19, 2016, the Court preliminarily approved the settlement. Several of the plaintiffs in the other actions above 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 benefits 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 benefits 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.” The amended complaint 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.

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 a Second Amended Scheduling Order setting trial for October 31, 2017. On March 27, 2017, the Court entered a Third Amended Scheduling Order setting trial for January 16, 2018.

On May 8, 2017, Legacy Towers Watson received the City’s expert’s damages report, which asserted the City has incurred actual damages of approximately $430 million through July 1, 2017, and will incur future damages that have a present value of approximately $400 million as of July 1, 2017 if the Fund pension benefits remain unchanged. On June 30, 2017, Legacy Towers Watson served its expert reports in rebuttal to the City’s expert reports. Legacy Towers Watson’s experts concluded that Legacy Towers Watson’s work was reasonable and conformed with the actuarial standards of practice, and that Legacy Towers Watson did not cause any damages to the City. Legacy Towers Watson’s experts also concluded that the City’s damages model is flawed.

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.

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 alleged 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; these allegations concern matters 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 asserted 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 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. In this litigation, Meriter sought damages in a revised 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 sought 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 February 28, 2017, TWDE and the other defendants filed a motion to amend the scheduling order. The motion was granted on March 9, 2017, and the trial was re-scheduled to begin on December 11, 2017.

On June 15, 2017, the Company and Meriter agreed to a settlement to resolve all claims in this case against the actuary defendants. The terms of the settlement are confidential. The settlement amount is not materially in excess of previously accrued amounts. As a result of the settlement, the Court, on July 27, 2017, dismissed all of Meriter’s claims in this case, in their entirety, with prejudice.

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 motion was then fully briefed, and the hearing date was thereafter moved to March 8, 2017.

On March 1, 2017, Towers Perrin and Plaintiffs participated in a mediation and reached a settlement in principle. Pursuant to the settlement in principle, in exchange for a dismissal of the claims of all class members and a release of Towers Perrin by all class members, Towers Perrin would pay a total of $9.75 million into an interest-bearing settlement fund, to be used to reimburse class counsel's costs, and for later distribution to class members as approved by the court when the case is fully resolved. This proposed settlement amount was accrued during the three months ended March 31, 2017. The settlement has since been fully documented in a written agreement, and there is a hearing scheduled for September 22, 2017 to seek the Court’s preliminary approval of the settlement. If preliminary approval is obtained, notice of the settlement will be sent to all class members, who will have an opportunity to object to the settlement. The Court will then have a final approval hearing at which it decides whether to issue final approval of the settlement over any objections filed. The settlement is also subject to the Court's separate good faith settlement determination, in an unopposed motion that will also be heard on September 22, 2017. Class members who properly object to the settlement have standing to appeal if the court approves the settlement.

Based on the stage of the proceedings, in the event the settlement is not approved, the Company is unable to provide an estimate of the reasonably possible loss or range of loss in respect of the plaintiffs’ complaint.

U.K. Regulatory Investigation

On April 4, 2017, the Financial Conduct Authority (‘FCA’) informed Willis Limited, our U.K. brokerage subsidiary, that it has opened a formal investigation into possible agreements/concerted practices in the aviation broking sector, which represents less than $100 million of the Company’s revenues. The Company is cooperating with the FCA. Given the status of the investigation, the Company is currently unable to assess the terms on which this investigation will be resolved, and thus is unable to provide an estimate of the reasonably possible loss or range of loss.

Supplementary Information for Certain Balance Sheet Accounts

6 Months Ended

Jun. 30, 2017

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

Supplementary Information for Certain Balance Sheet Accounts

Additional details of specific balance sheet accounts are detailed below.

Accounts receivable, net consists of the following:



	June 30, 2017		December 31, 2016
Billed, net of allowance for doubtful debts of $48 million and $40 million	$	1,936	$	1,789
Accrued and unbilled, at estimated net realizable value	352		291
Accounts receivable, net	$	2,288	$	2,080

Deferred revenue and accrued expenses consist of the following:



	June 30, 2017		December 31, 2016
Accounts payable, accrued liabilities and deferred income	$	703	$	652
Discretionary compensation	157		283
Other accrued incentives	250		371
Accrued vacation	116		66
Other employee-related liabilities	85		109
Total deferred revenue and accrued expenses	$	1,311	$	1,481

Provision for liabilities consists of the following:



	June 30, 2017		December 31, 2016
Claims, lawsuits and other proceedings	$	475	$	456
Other provisions	162		119
Total provision for liabilities	$	637	$	575

Other non-current liabilities consist of the following:



	June 30, 2017		December 31, 2016
Incentives from lessors	$	132	$	133
Deferred compensation plan liability	124		111
Contingent and deferred consideration on acquisitions	43		89
Derivatives	15		51
Other non-current liabilities	159		148
Total other non-current liabilities	$	473	$	532

Accumulated Other Comprehensive Income/(Loss)

6 Months Ended

Jun. 30, 2017

Equity [Abstract]

Accumulated Other Comprehensive Income/(Loss)

Changes in accumulated other comprehensive income/(loss), net of non-controlling interests, and net of tax are provided in the following table for both the three and six months ended June 30, 2017 and 2016. This table excludes amounts attributable to non-controlling interests, which are not material for further disclosure. Amounts related to available-for-sale securities are immaterial.



	Foreign currency translation ⁽ⁱ⁾						Cash flow hedges ⁽ⁱ⁾						Defined pension and post-retirement benefit costs ⁽ⁱⁱ⁾						Total
	2017			2016			2017			2016			2017			2016			2017			2016
Quarter-to-date activity:
Balance at March 31, 2017 and 2016, respectively	$	(724	)	$	(310	)	$	(62	)	$	(32	)	$	(1,122	)	$	(711	)	$	(1,908	)	$	(1,053	)
Other comprehensive income/(loss) before reclassifications	77			(88		)	8			(36		)	24			(14		)	109			(138		)
Loss/(income) reclassified from accumulated other comprehensive loss (net of income tax of $7 and $1, respectively)	—			—			15			(5		)	8			15			23			10
Net current-period other comprehensive income/(loss)	77			(88		)	23			(41		)	32			1			132			(128		)
Balance at June 30, 2017 and 2016, respectively	$	(647	)	$	(398	)	$	(39	)	$	(73	)	$	(1,090	)	$	(710	)	$	(1,776	)	$	(1,181	)

Year-to-date activity:
Balance at December 31, 2016 and 2015, respectively	$	(650	)	$	(314	)	$	(82	)	$	(10	)	$	(1,152	)	$	(713	)	$	(1,884	)	$	(1,037	)
Other comprehensive income/(loss) before reclassifications	3			(84		)	9			(55		)	44			(20		)	56			(159		)
Loss/(income) reclassified from accumulated other comprehensive loss (net of income tax of $13 and $4, respectively)	—			—			34			(8		)	18			23			52			15
Net current-period other comprehensive income/(loss)	3			(84		)	43			(63		)	62			3			108			(144		)
Balance at June 30, 2017 and 2016, respectively	$	(647	)	$	(398	)	$	(39	)	$	(73	)	$	(1,090	)	$	(710	)	$	(1,776	)	$	(1,181	)

________________________

Reclassification adjustments from accumulated other comprehensive income/(loss) related to foreign currency translation and cash flow hedges are included in Other expense/(income), net in the accompanying condensed consolidated statements of comprehensive income. See Note 8 — Derivative Financial Instruments for additional details regarding the reclassification adjustments for the hedge settlements.


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

Condensed Financial Information of Parent Company Only Disclosure [Abstract]

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.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 220
-SubTopic 10
-Section 45
-Paragraph 15
-URI http://asc.fasb.org/extlink&oid=66004124&loc=d3e689-108580

Reference 2: http://www.xbrl.org/2003/role/presentationRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 220
-SubTopic 10
-Section 45
-Paragraph 1A
-URI http://asc.fasb.org/extlink&oid=66004124&loc=SL7669619-108580

Reference 3: http://www.xbrl.org/2003/role/presentationRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 220
-SubTopic 10
-Section 45
-Paragraph 12
-URI http://asc.fasb.org/extlink&oid=66004124&loc=d3e640-108580

Reference 4: http://www.xbrl.org/2003/role/presentationRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 220
-SubTopic 10
-Section 45
-Paragraph 17
-URI http://asc.fasb.org/extlink&oid=66004124&loc=d3e716-108580

Reference 5: http://www.xbrl.org/2003/role/presentationRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 220
-SubTopic 10
-Section 45
-Paragraph 16
-URI http://asc.fasb.org/extlink&oid=66004124&loc=d3e709-108580

Reference 6: http://www.xbrl.org/2003/role/presentationRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 505
-SubTopic 10
-Section S99
-Paragraph 1
-Subparagraph (SX 210.3-04)
-URI http://asc.fasb.org/extlink&oid=27012166&loc=d3e187085-122770

Reference 7: http://www.xbrl.org/2003/role/presentationRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 220
-SubTopic 10
-Section 45
-Paragraph 11
-URI http://asc.fasb.org/extlink&oid=66004124&loc=d3e637-108580

Reference 8: http://www.xbrl.org/2003/role/presentationRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 220
-SubTopic 10
-Section 45
-Paragraph 14
-URI http://asc.fasb.org/extlink&oid=66004124&loc=d3e681-108580

Reference 9: http://www.xbrl.org/2003/role/presentationRef
-Publisher FASB
-Name Accounting Standards Codification
-Glossary Reclassification Adjustments
-URI http://asc.fasb.org/extlink&oid=6522872

+ Details

Earnings Per Share

6 Months Ended

Jun. 30, 2017

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 June 30, 2017 and 2016, there were 0.9 million and 1.9 million time-based share options; 1.0 million and 1.2 million performance-based options; 0.5 million and 1.0 million restricted time-based stock units; and 0.6 million and 0.4 million restricted performance-based stock units outstanding, respectively.

Basic and diluted earnings per share are as follows:



	Three Months Ended June 30,					Six Months Ended June 30,
	2017		2016			2017			2016
Net income attributable to Willis Towers Watson	$	33	$	72		$	377		$	310

Basic average number of shares outstanding	136		139			136			137
Dilutive effect of potentially issuable shares	1		1			1			1
Diluted average number of shares outstanding	137		140			137			138

Basic earnings per share	$	0.24	$	0.52		$	2.77		$	2.26
Dilutive effect of potentially issuable shares	—		(0.01		)	(0.02		)	(0.01		)
Diluted earnings per share	$	0.24	$	0.51		$	2.75		$	2.25

There were no anti-dilutive options for the three and six months ended June 30, 2017. Options to purchase 0.1 million shares and 0.5 million shares for the three and six months ended June 30, 2016, respectively, were not included in the computation of the dilutive effect of stock options because their effect was anti-dilutive.

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

6 Months Ended

Jun. 30, 2017

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

Willis North America Inc. (‘Willis North America’) has $837 million senior notes outstanding of which $187 million were issued on September 29, 2009, and $650 million were issued on May 16, 2017. Additionally, Willis North America had $394 million of senior notes issued on March 28, 2007; these were subsequently repaid on March 28, 2017.

All direct obligations under the senior notes are jointly and severally, irrevocably and fully and unconditionally guaranteed by Willis Netherlands Holdings B.V., Willis Investment U.K. Holdings Limited, TA I Limited, Trinity Acquisition plc, Willis Group Limited, Willis Towers Watson Sub Holdings Unlimited Company and 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 Willis Towers Watson described in Note 17 and the guarantor structure associated with the senior notes and revolving credit facility issued by Trinity Acquisition plc described in Note 18.

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.

Unaudited Condensed Consolidating Statement of Comprehensive Income



	Three Months Ended June 30, 2017
	Willis Towers Watson			The Other Guarantors			The Issuer			Other			Consolidating adjustments			Consolidated
Revenues
Commissions and fees	$	—		$	—		$	5		$	1,925		$	—		$	1,930
Interest and other income	—			—			—			23			—			23
Total revenues	—			—			5			1,948			—			1,953
Costs of providing services
Salaries and benefits	1			—			10			1,137			—			1,148
Other operating expenses	1			37			—			353			—			391
Depreciation	—			2			—			49			—			51
Amortization	—			2			—			147			—			149
Restructuring costs	—			—			(3		)	30			—			27
Integration expenses	—			29			(1		)	35			—			63
Total costs of providing services	2			70			6			1,751			—			1,829
(Loss)/income from operations	(2		)	(70		)	(1		)	197			—			124
Income from Group undertakings	—			(138		)	(41		)	(15		)	194			—
Expenses due to Group undertakings	—			—			50			144			(194		)	—
Interest expense	8			26			6			6			—			46
Other expense, net	—			—			—			30			—			30
(LOSS)/INCOME FROM OPERATIONS BEFORE INCOME TAXES AND INTEREST IN EARNINGS OF ASSOCIATES	(10		)	42			(16		)	32			—			48
(Benefit)/provision for income taxes	(1		)	5			(1		)	5			—			8
(LOSS)/INCOME FROM OPERATIONS BEFORE INTEREST IN EARNINGS OF ASSOCIATES	(9		)	37			(15		)	27			—			40
Interest in earnings of associates, net of tax	—			—			—			1			—			1
Equity account for subsidiaries	42			(11		)	50			—			(81		)	—
NET INCOME	33			26			35			28			(81		)	41
Income attributable to non-controlling interests	—			—			—			(8		)	—			(8		)
NET INCOME ATTRIBUTABLE TO WILLIS TOWERS WATSON	$	33		$	26		$	35		$	20		$	(81	)	$	33

Comprehensive income before non-controlling interests	$	165		$	156		$	136		$	152		$	(428	)	$	181
Comprehensive income attributable to non-controlling interest	—			—			—			(16		)	—			(16		)
Comprehensive income attributable to Willis Towers Watson	$	165		$	156		$	136		$	136		$	(428	)	$	165

Unaudited Condensed Consolidating Statement of Comprehensive Income



	Three Months Ended June 30, 2016
	Willis Towers Watson			The Other Guarantors			The Issuer			Other			Consolidating adjustments			Consolidated
Revenues
Commissions and fees	$	—		$	—		$	4		$	1,890		$	—		$	1,894
Interest and other income	—			1			—			54			—			55
Total revenues	—			1			4			1,944			—			1,949
Costs of providing services
Salaries and benefits	1			1			10			1,189			—			1,201
Other operating expenses	2			22			14			335			—			373
Depreciation	—			1			3			40			—			44
Amortization	—			—			—			125			—			125
Restructuring costs	—			7			7			27			—			41
Integration expenses	(1		)	—			4			26			—			29
Total costs of providing services	2			31			38			1,742			—			1,813
(Loss)/income from operations	(2		)	(30		)	(34		)	202			—			136
Income from Group undertakings	—			(120		)	(62		)	(40		)	222			—
Expenses due to Group undertakings	—			26			43			153			(222		)	—
Interest expense	6			26			9			6			—			47
Other income, net	—			(2		)	—			(4		)	—			(6		)
(LOSS)/INCOME FROM OPERATIONS BEFORE INCOME TAXES AND INTEREST IN EARNINGS OF ASSOCIATES	(8		)	40			(24		)	87			—			95
(Benefit)/provision for income taxes	—			(10		)	(3		)	32			—			19
(LOSS)/INCOME FROM OPERATIONS BEFORE INTEREST IN EARNINGS OF ASSOCIATES	(8		)	50			(21		)	55			—			76
Equity account for subsidiaries	80			7			107			—			(194		)	—
NET INCOME	72			57			86			55			(194		)	76
Income attributable to non-controlling interests	—			—			—			(4		)	—			(4		)
NET INCOME ATTRIBUTABLE TO WILLIS TOWERS WATSON	$	72		$	57		$	86		$	51		$	(194	)	$	72

Comprehensive (loss)/income before non-controlling interests	$	(56	)	$	(70	)	$	27		$	(61	)	$	98		$	(62	)
Comprehensive loss attributable to non-controlling interest	—			—			—			6			—			6
Comprehensive (loss)/income attributable to Willis Towers Watson	$	(56	)	$	(70	)	$	27		$	(55	)	$	98		$	(56	)

Unaudited Condensed Consolidating Statement of Comprehensive Income



	Six Months Ended June 30, 2017
	Willis Towers Watson			The Other Guarantors			The Issuer			Other			Consolidating adjustments			Consolidated
Revenues
Commissions and fees	$	—		$	—		$	11		$	4,222		$	—		$	4,233
Interest and other income	—			—			—			39			—			39
Total revenues	—			—			11			4,261			—			4,272
Costs of providing services
Salaries and benefits	2			—			20			2,317			—			2,339
Other operating expenses	2			44			10			736			—			792
Depreciation	—			3			—			94			—			97
Amortization	—			2			—			298			—			300
Restructuring costs	—			4			—			50			—			54
Integration expenses	—			30			2			71			—			103
Total costs of providing services	4			83			32			3,566			—			3,685
(Loss)/income from operations	(4		)	(83		)	(21		)	695			—			587
Income from Group undertakings	—			(266		)	(114		)	(73		)	453			—
Expenses due to Group undertakings	—			39			96			318			(453		)	—
Interest expense	15			50			16			11			—			92
Other expense, net	—			—			—			50			—			50
(LOSS)/INCOME FROM OPERATIONS BEFORE INCOME TAXES AND INTEREST IN EARNINGS OF ASSOCIATES	(19		)	94			(19		)	389			—			445
(Benefit)/provision for income taxes	(1		)	9			(3		)	49			—			54
(LOSS)/INCOME FROM OPERATIONS BEFORE INTEREST IN EARNINGS OF ASSOCIATES	(18		)	85			(16		)	340			—			391
Interest in earnings of associates, net of tax	—			—			—			2			—			2
Equity account for subsidiaries	395			300			225			—			(920		)	—
NET INCOME	377			385			209			342			(920		)	393
Income attributable to non-controlling interests	—			—			—			(16		)	—			(16		)
NET INCOME ATTRIBUTABLE TO WILLIS TOWERS WATSON	$	377		$	385		$	209		$	326		$	(920	)	$	377

Comprehensive income before non-controlling interests	$	485		$	490		$	283		$	438		$	(1,184	)	$	512
Comprehensive income attributable to non-controlling interests	—			—			—			(27		)	—			(27		)
Comprehensive income attributable to Willis Towers Watson	$	485		$	490		$	283		$	411		$	(1,184	)	$	485

Unaudited Condensed Consolidating Statement of Comprehensive Income



	Six Months Ended June 30, 2016
	Willis Towers Watson			The Other Guarantors			The Issuer			Other			Consolidating adjustments			Consolidated
Revenues
Commissions and fees	$	—		$	—		$	11		$	4,102		$	—		$	4,113
Interest and other income	—			1			—			69			—			70
Total revenues	—			1			11			4,171			—			4,183
Costs of providing services
Salaries and benefits	1			1			24			2,371			—			2,397
Other operating expenses	3			57			72			672			—			804
Depreciation	—			2			7			78			—			87
Amortization	—			—			—			286			—			286
Restructuring costs	—			11			16			39			—			66
Integration expenses	—			12			10			59			—			81
Total costs of providing services	4			83			129			3,505			—			3,721
(Loss)/income from operations	(4		)	(82		)	(118		)	666			—			462
Income from Group undertakings	—			(241		)	(116		)	(70		)	427			—
Expenses due to Group undertakings	—			40			86			301			(427		)	—
Interest expense	17			43			19			14			—			93
Other expense/(income), net	1			(2		)	—			13			—			12
(LOSS)/INCOME FROM OPERATIONS BEFORE INCOME TAXES AND INTEREST IN EARNINGS OF ASSOCIATES	(22		)	78			(107		)	408			—			357
(Benefit)/provision for income taxes	—			(23		)	(31		)	91			—			37
(LOSS)/INCOME FROM OPERATIONS BEFORE INTEREST IN EARNINGS OF ASSOCIATES	(22		)	101			(76		)	317			—			320
Interest in earnings of associates, net of tax	—			—			—			1			—			1
Equity account for subsidiaries	332			206			121			—			(659		)	—
NET INCOME	310			307			45			318			(659		)	321
Income attributable to non-controlling interests	—			—			—			(11		)	—			(11		)
NET INCOME ATTRIBUTABLE TO WILLIS TOWERS WATSON	$	310		$	307		$	45		$	307		$	(659	)	$	310

Comprehensive income/(loss) before non-controlling interests	$	166		$	162		$	(31	)	$	179		$	(307	)	$	169
Comprehensive income attributable to non-controlling interest	—			—			—			(3		)	—			(3		)
Comprehensive income/(loss) attributable to Willis Towers Watson	$	166		$	162		$	(31	)	$	176		$	(307	)	$	166

Unaudited Condensed Consolidating Balance Sheet



	As of June 30, 2017
	Willis Towers Watson		The Other Guarantors		The Issuer		Other		Consolidating adjustments			Consolidated
ASSETS
Cash and cash equivalents	$	—	$	7	$	—	$	845	$	—		$	852
Fiduciary assets	—		—		—		12,751		—			12,751
Accounts receivable, net	—		—		5		2,283		—			2,288
Prepaid and other current assets	1		37		107		199		(2		)	342
Amounts due from group undertakings	6,283		1,276		1,701		2,559		(11,819		)	—
Total current assets	6,284		1,320		1,813		18,637		(11,821		)	16,233
Investments in subsidiaries	4,562		8,614		6,024		—		(19,200		)	—
Fixed assets, net	—		36		—		859		—			895
Goodwill	—		—		—		10,509		—			10,509
Other intangible assets, net	—		61		—		4,156		(61		)	4,156
Pension benefits assets	—		—		—		595		—			595
Other non-current assets	—		11		218		369		(212		)	386
Non-current amounts due from group undertakings	—		4,918		861		—		(5,779		)	—
Total non-current assets	4,562		13,640		7,103		16,488		(25,252		)	16,541
TOTAL ASSETS	$	10,846	$	14,960	$	8,916	$	35,125	$	(37,073	)	$	32,774
LIABILITIES AND EQUITY
Fiduciary liabilities	$	—	$	—	$	—	$	12,751	$	—		$	12,751
Deferred revenue and accrued expenses	—		4		53		1,346		(92		)	1,311
Short-term debt and current portion of long-term debt	—		—		—		85		—			85
Other current liabilities	87		65		124		606		—			882
Amounts due to group undertakings	—		7,370		2,207		2,242		(11,819		)	—
Total current liabilities	87		7,439		2,384		17,030		(11,911		)	15,029
Long-term debt	496		2,643		830		128		—			4,097
Liability for pension benefits	—		—		—		1,271		—			1,271
Deferred tax liabilities	—		—		—		1,024		(201		)	823
Provision for liabilities	—		—		120		517		—			637
Other non-current liabilities	—		15		18		454		(14		)	473
Non-current amounts due to group undertakings	—		—		519		5,260		(5,779		)	—
Total non-current liabilities	496		2,658		1,487		8,654		(5,994		)	7,301
TOTAL LIABILITIES	583		10,097		3,871		25,684		(17,905		)	22,330
REDEEMABLE NON-CONTROLLING INTEREST	—		—		—		57		—			57
EQUITY
Total Willis Towers Watson shareholders’ equity	10,263		4,863		5,045		9,260		(19,168		)	10,263
Non-controlling interests	—		—		—		124		—			124
Total equity	10,263		4,863		5,045		9,384		(19,168		)	10,387
TOTAL LIABILITIES AND EQUITY	$	10,846	$	14,960	$	8,916	$	35,125	$	(37,073	)	$	32,774

Unaudited Condensed Consolidating 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 NON-CONTROLLING INTEREST	—		—		—		51		—			51
EQUITY
Total Willis Towers Watson shareholders’ equity	10,065		3,243		4,258		9,077		(16,578		)	10,065
Non-controlling interests	—		—		—		118		—			118
Total equity	10,065		3,243		4,258		9,195		(16,578		)	10,183
TOTAL LIABILITIES AND EQUITY	$	10,638	$	14,251	$	7,616	$	32,526	$	(34,778	)	$	30,253

Unaudited Condensed Consolidating Statement of Cash Flows



	Six Months Ended June 30, 2017
	Willis Towers Watson			The Other Guarantors			The Issuer			Other			Consolidating adjustments			Consolidated
NET CASH FROM/(USED IN) OPERATING ACTIVITIES	$	448		$	123		$	39		$	(116	)	$	(175	)	$	319
CASH FLOWS (USED IN)/FROM INVESTING ACTIVITIES
Additions to fixed assets and software for internal use	—			(5		)	—			(114		)	—			(119		)
Capitalized software costs	—			—			—			(32		)	—			(32		)
Acquisitions of operations, net of cash acquired	—			—			—			(13		)	—			(13		)
Other, net	—			—			—			9			—			9
Proceeds from intercompany investing activities	1,008			284			10			215			(1,517		)	—
Repayments of intercompany investing activities	(60		)	(400		)	(3		)	(31		)	494			—
Reduction in investment in subsidiaries	—			1,000			—			59			(1,059		)	—
Additional investment in subsidiaries	(1,000		)	(59		)	—			—			1,059			—
Net cash (used in)/from investing activities	$	(52	)	$	820		$	7		$	93		$	(1,023	)	$	(155	)
CASH FLOWS USED IN FINANCING ACTIVITIES
Net borrowings on revolving credit facility	—			283			—			—			—			283
Senior notes issued	—			—			650			—			—			650
Proceeds from issuance of other debt	—			—			—			32			—			32
Debt issuance costs	—			(4		)	(5		)	—			—			(9		)
Repayments of debt	—			(215		)	(399		)	(81		)	—			(695		)
Repurchase of shares	(296		)	—			—			—			—			(296		)
Proceeds from issuance of shares	37			—			—			—			—			37
Cash paid for employee taxes on withholding shares	—			—			—			(3		)	—			(3		)
Payments of deferred and contingent consideration related to acquisitions	—			—			—			(44		)	—			(44		)
Dividends paid	(137		)	—			(59		)	(116		)	175			(137		)
Acquisitions of and dividends paid to non-controlling interests	—			—			—			(14		)	—			(14		)
Proceeds from intercompany financing activities	—			32			—			462			(494		)	—
Repayments of intercompany financing activities	—			(1,032		)	(233		)	(252		)	1,517			—
Net cash used in financing activities	$	(396	)	$	(936	)	$	(46	)	$	(16	)	$	1,198		$	(196	)
INCREASE/(DECREASE) IN CASH AND CASH EQUIVALENTS	—			7			—			(39		)	—			(32		)
Effect of exchange rate changes on cash and cash equivalents	—			—			—			14			—			14
CASH AND CASH EQUIVALENTS, BEGINNING OF PERIOD	—			—			—			870			—			870
CASH AND CASH EQUIVALENTS, END OF PERIOD	$	—		$	7		$	—		$	845		$	—		$	852

Unaudited Condensed Consolidating Statement of Cash Flows



	Six Months Ended June 30, 2016
	Willis Towers Watson			The Other Guarantors			The Issuer			Other			Consolidating adjustments			Consolidated
NET CASH FROM/(USED IN) OPERATING ACTIVITIES	$	42		$	(418	)	$	(187	)	$	1,000		$	(1	)	$	436
CASH FLOWS FROM/(USED IN) INVESTING ACTIVITIES
Additions to fixed assets and software for internal use	—			(9		)	(5		)	(78		)	—			(92		)
Capitalized software costs	—			—			—			(42		)	—			(42		)
Acquisitions of operations, net of cash acquired	—			—			—			419			—			419
Other, net	—			—			—			23			—			23
Repayments of intercompany investing activities	(4,268		)	(3,696		)	—			(696		)	8,660			—
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	$	332		$	(4,705	)	$	(5	)	$	(3,974	)	$	8,660		$	308
CASH FLOWS (USED IN)/FROM FINANCING ACTIVITIES
Net payments on revolving credit facility	—			(393		)	—			—			—			(393		)
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		)	(1,026		)	—			(500		)	—			(1,826		)
Repurchase of shares	(38		)	—			—			—			—			(38		)
Proceeds from issuance of shares	28			—			—			—			—			28
Dividends paid	(67		)	—			—			(1		)	1			(67		)
Cash paid for employee taxes on withholding shares	—			—			—			(9		)	—			(9		)
Acquisitions of and dividends paid to non-controlling interests	—			—			—			(15		)	—			(15		)
Proceeds from intercompany financing activities	—			4,611			192			3,857			(8,660		)	—
Net cash (used in)/from financing activities	$	(377	)	$	5,184		$	192		$	3,336		$	(8,659	)	$	(324	)
(DECREASE)/INCREASE IN CASH AND CASH EQUIVALENTS	(3		)	61			—			362			—			420
Effect of exchange rate changes on cash and cash equivalents	—			—			—			(3		)	—			(3		)
CASH AND CASH EQUIVALENTS, BEGINNING OF PERIOD	3			2			—			527			—			532
CASH AND CASH EQUIVALENTS, END OF PERIOD	$	—		$	63		$	—		$	886		$	—		$	949

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 described in Note 16 and the guarantor structure associated with the senior notes and revolving credit facility issued by Trinity Acquisition plc described in Note 18.

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.

Unaudited Condensed Consolidating Statement of Comprehensive Income



	Three Months Ended June 30, 2017
	Willis Towers Watson — the Parent Issuer			The Guarantors			Other			Consolidating adjustments			Consolidated
Revenues
Commissions and fees	$	—		$	5		$	1,925		$	—		$	1,930
Interest and other income	—			—			23			—			23
Total revenues	—			5			1,948			—			1,953
Costs of providing services
Salaries and benefits	1			10			1,137			—			1,148
Other operating expenses	1			37			353			—			391
Depreciation	—			2			49			—			51
Amortization	—			2			147			—			149
Restructuring costs	—			(3		)	30			—			27
Integration expenses	—			28			35			—			63
Total costs of providing services	2			76			1,751			—			1,829
(Loss)/income from operations	(2		)	(71		)	197			—			124
Income from Group undertakings	—			(149		)	(15		)	164			—
Expenses due to Group undertakings	—			20			144			(164		)	—
Interest expense	8			32			6			—			46
Other expense, net	—			—			30			—			30
(LOSS)/INCOME FROM OPERATIONS BEFORE INCOME TAXES AND INTEREST IN EARNINGS OF ASSOCIATES	(10		)	26			32			—			48
(Benefit)/provision for income taxes	(1		)	4			5			—			8
(LOSS)/INCOME FROM OPERATIONS BEFORE INTEREST IN EARNINGS OF ASSOCIATES	(9		)	22			27			—			40
Interest in earnings of associates, net of tax	—			—			1			—			1
Equity account for subsidiaries	42			4			—			(46		)	—
NET INCOME	33			26			28			(46		)	41
Income attributable to non-controlling interests	—			—			(8		)	—			(8		)
NET INCOME ATTRIBUTABLE TO WILLIS TOWERS WATSON	$	33		$	26		$	20		$	(46	)	$	33

Comprehensive income before non-controlling interests	$	165		$	156		$	152		$	(292	)	$	181
Comprehensive income attributable to non-controlling interests	—			—			(16		)	—			(16		)
Comprehensive income attributable to Willis Towers Watson	$	165		$	156		$	136		$	(292	)	$	165

Unaudited Condensed Consolidating Statement of Comprehensive Income



	Three Months Ended June 30, 2016
	Willis Towers Watson — the Parent Issuer			The Guarantors			Other			Consolidating adjustments			Consolidated
Revenues
Commissions and fees	$	—		$	4		$	1,890		$	—		$	1,894
Interest and other income	—			1			54			—			55
Total revenues	—			5			1,944			—			1,949
Costs of providing services
Salaries and benefits	1			11			1,189			—			1,201
Other operating expenses	2			36			335			—			373
Depreciation	—			4			40			—			44
Amortization	—			—			125			—			125
Restructuring costs	—			14			27			—			41
Integration expenses	(1		)	4			26			—			29
Total costs of providing services	2			69			1,742			—			1,813
(Loss)/income from operations	(2		)	(64		)	202			—			136
Income from Group undertakings	—			(155		)	(40		)	195			—
Expenses due to Group undertakings	—			42			153			(195		)	—
Interest expense	6			35			6			—			47
Other income, net	—			(2		)	(4		)	—			(6		)
(LOSS)/INCOME FROM OPERATIONS BEFORE INCOME TAXES AND INTEREST IN EARNINGS OF ASSOCIATES	(8		)	16			87			—			95
(Benefit)/provision for income taxes	—			(13		)	32			—			19
(LOSS)/INCOME FROM OPERATIONS BEFORE INTEREST IN EARNINGS OF ASSOCIATES	(8		)	29			55			—			76
Equity account for subsidiaries	80			28			—			(108		)	—
NET INCOME	72			57			55			(108		)	76
Income attributable to non-controlling interests	—			—			(4		)	—			(4		)
NET INCOME ATTRIBUTABLE TO WILLIS TOWERS WATSON	$	72		$	57		$	51		$	(108	)	$	72

Comprehensive loss before non-controlling interests	$	(56	)	$	(70	)	$	(62	)	$	126		$	(62	)
Comprehensive loss attributable to non-controlling interests	—			—			6			—			6
Comprehensive loss attributable to Willis Towers Watson	$	(56	)	$	(70	)	$	(56	)	$	126		$	(56	)

Unaudited Condensed Consolidating Statement of Comprehensive Income



	Six Months Ended June 30, 2017
	Willis Towers Watson — the Parent Issuer			The Guarantors			Other			Consolidating adjustments			Consolidated
Revenues
Commissions and fees	$	—		$	11		$	4,222		$	—		$	4,233
Interest and other income	—			—			39			—			39
Total revenues	—			11			4,261			—			4,272
Costs of providing services
Salaries and benefits	2			20			2,317			—			2,339
Other operating expenses	2			54			736			—			792
Depreciation	—			3			94			—			97
Amortization	—			2			298			—			300
Restructuring costs	—			4			50			—			54
Integration expenses	—			32			71			—			103
Total costs of providing services	4			115			3,566			—			3,685
(Loss)/income from operations	(4		)	(104		)	695			—			587
Income from Group undertakings	—			(323		)	(73		)	396			—
Expenses due to Group undertakings	—			78			318			(396		)	—
Interest expense	15			66			11			—			92
Other expense, net	—			—			50			—			50
(LOSS)/INCOME FROM OPERATIONS BEFORE INCOME TAXES AND INTEREST IN EARNINGS OF ASSOCIATES	(19		)	75			389			—			445
(Benefit)/provision for income taxes	(1		)	6			49			—			54
(LOSS)/INCOME FROM OPERATIONS BEFORE INTEREST IN EARNINGS OF ASSOCIATES	(18		)	69			340			—			391
Interest in earnings of associates, net of tax	—			—			2			—			2
Equity account for subsidiaries	395			316			—			(711		)	—
NET INCOME	377			385			342			(711		)	393
Income attributable to non-controlling interests	—			—			(16		)	—			(16		)
NET INCOME ATTRIBUTABLE TO WILLIS TOWERS WATSON	$	377		$	385		$	326		$	(711	)	$	377

Comprehensive income before non-controlling interests	$	485		$	490		$	438		$	(901	)	$	512
Comprehensive income attributable to non-controlling interests	—			—			(27		)	—			(27		)
Comprehensive income attributable to Willis Towers Watson	$	485		$	490		$	411		$	(901	)	$	485

Unaudited Condensed Consolidating Statement of Comprehensive Income



	Six Months Ended June 30, 2016
	Willis Towers Watson — the Parent Issuer			The Guarantors			Other			Consolidating adjustments			Consolidated
Revenues
Commissions and fees	$	—		$	11		$	4,102		$	—		$	4,113
Interest and other income	—			1			69			—			70
Total revenues	—			12			4,171			—			4,183
Costs of providing services
Salaries and benefits	1			25			2,371			—			2,397
Other operating expenses	3			129			672			—			804
Depreciation	—			9			78			—			87
Amortization	—			—			286			—			286
Restructuring costs	—			27			39			—			66
Integration expenses	—			22			59			—			81
Total costs of providing services	4			212			3,505			—			3,721
(Loss)/income from operations	(4		)	(200		)	666			—			462
Income from Group undertakings	—			(302		)	(70		)	372			—
Expenses due to Group undertakings	—			71			301			(372		)	—
Interest expense	17			62			14			—			93
Other expense/(income), net	1			(2		)	13			—			12
(LOSS)/INCOME FROM OPERATIONS BEFORE INCOME TAXES AND INTEREST IN EARNINGS OF ASSOCIATES	(22		)	(29		)	408			—			357
(Benefit)/provision for income taxes	—			(54		)	91			—			37
(LOSS)/INCOME FROM OPERATIONS BEFORE INTEREST IN EARNINGS OF ASSOCIATES	(22		)	25			317			—			320
Interest in earnings of associates, net of tax	—			—			1			—			1
Equity account for subsidiaries	332			282			—			(614		)	—
NET INCOME	310			307			318			(614		)	321
Income attributable to non-controlling interests	—			—			(11		)	—			(11		)
NET INCOME ATTRIBUTABLE TO WILLIS TOWERS WATSON	$	310		$	307		$	307		$	(614	)	$	310

Comprehensive income before non-controlling interests	$	166		$	162		$	179		$	(338	)	$	169
Comprehensive income attributable to non-controlling interests	—			—			(3		)	—			(3		)
Comprehensive income attributable to Willis Towers Watson	$	166		$	162		$	176		$	(338	)	$	166

Unaudited Condensed Consolidating Balance Sheet



	As of June 30, 2017
	Willis Towers Watson — the Parent Issuer		The Guarantors		Other		Consolidating adjustments			Consolidated
ASSETS
Cash and cash equivalents	$	—	$	7	$	845	$	—		$	852
Fiduciary assets	—		—		12,751		—			12,751
Accounts receivable, net	—		5		2,283		—			2,288
Prepaid and other current assets	1		144		199		(2		)	342
Amounts due from group undertakings	6,283		1,729		2,559		(10,571		)	—
Total current assets	6,284		1,885		18,637		(10,573		)	16,233
Investments in subsidiaries	4,562		9,593		—		(14,155		)	—
Fixed assets, net	—		36		859		—			895
Goodwill	—		—		10,509		—			10,509
Other intangible assets, net	—		61		4,156		(61		)	4,156
Pension benefits assets	—		—		595		—			595
Other non-current assets	—		229		369		(212		)	386
Non-current amounts due from group undertakings	—		5,260		—		(5,260		)	—
Total non-current assets	4,562		15,179		16,488		(19,688		)	16,541
TOTAL ASSETS	$	10,846	$	17,064	$	35,125	$	(30,261	)	$	32,774
LIABILITIES AND EQUITY
Fiduciary liabilities	$	—	$	—	$	12,751	$	—		$	12,751
Deferred revenue and accrued expenses	—		57		1,346		(92		)	1,311
Short-term debt and current portion of long-term debt	—		—		85		—			85
Other current liabilities	87		189		606		—			882
Amounts due to group undertakings	—		8,329		2,242		(10,571		)	—
Total current liabilities	87		8,575		17,030		(10,663		)	15,029
Long-term debt	496		3,473		128		—			4,097
Liability for pension benefits	—		—		1,271		—			1,271
Deferred tax liabilities	—		—		1,024		(201		)	823
Provision for liabilities	—		120		517		—			637
Other non-current liabilities	—		33		454		(14		)	473
Non-current amounts due to group undertakings	—		—		5,260		(5,260		)	—
Total non-current liabilities	496		3,626		8,654		(5,475		)	7,301
TOTAL LIABILITIES	583		12,201		25,684		(16,138		)	22,330
REDEEMABLE NON-CONTROLLING INTEREST	—		—		57		—			57
EQUITY
Total Willis Towers Watson shareholders’ equity	10,263		4,863		9,260		(14,123		)	10,263
Non-controlling interests	—		—		124		—			124
Total equity	10,263		4,863		9,384		(14,123		)	10,387
TOTAL LIABILITIES AND EQUITY	$	10,846	$	17,064	$	35,125	$	(30,261	)	$	32,774

Unaudited Condensed Consolidating Balance Sheet



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

Unaudited Condensed Consolidating Statement of Cash Flows



	Six Months Ended June 30, 2017
	Willis Towers Watson — the Parent Issuer			The Guarantors			Other			Consolidating adjustments			Consolidated
NET CASH FROM/(USED IN) OPERATING ACTIVITIES	$	448		$	103		$	(116	)	$	(116	)	$	319
CASH FLOWS (USED IN)/FROM INVESTING ACTIVITIES
Additions to fixed assets and software for internal use	—			(5		)	(114		)	—			(119		)
Capitalized software costs	—			—			(32		)	—			(32		)
Acquisitions of operations, net of cash acquired	—			—			(13		)	—			(13		)
Other, net	—			—			9			—			9
Proceeds from intercompany investing activities	1,008			252			215			(1,475		)	—
Repayments of intercompany investing activities	(60		)	(403		)	(31		)	494			—
Reduction in investment in subsidiaries	—			1,000			59			(1,059		)	—
Additional investment in subsidiaries	(1,000		)	(59		)	—			1,059			—
Net cash (used in)/from investing activities	$	(52	)	$	785		$	93		$	(981	)	$	(155	)
CASH FLOWS USED IN FINANCING ACTIVITIES
Net borrowings on revolving credit facility	—			283			—			—			283
Senior notes issued	—			650			—			—			650
Proceeds from issuance of other debt	—			—			32			—			32
Debt issuance costs	—			(9		)	—			—			(9		)
Repayments of debt	—			(614		)	(81		)	—			(695		)
Repurchase of shares	(296		)	—			—			—			(296		)
Proceeds from issuance of shares	37			—			—			—			37
Cash paid for employee taxes on withholding shares	—			—			(3		)	—			(3		)
Payments of deferred and contingent consideration related to acquisitions	—			—			(44		)	—			(44		)
Dividends paid	(137		)	—			(116		)	116			(137		)
Acquisitions of and dividends paid to non-controlling interests	—			—			(14		)	—			(14		)
Proceeds from intercompany financing activities	—			32			462			(494		)	—
Repayments of intercompany financing activities	—			(1,223		)	(252		)	1,475			—
Net cash used in financing activities	$	(396	)	$	(881	)	$	(16	)	$	1,097		$	(196	)
INCREASE/(DECREASE) IN CASH AND CASH EQUIVALENTS	—			7			(39		)	—			(32		)
Effect of exchange rate changes on cash and cash equivalents	—			—			14			—			14
CASH AND CASH EQUIVALENTS, BEGINNING OF PERIOD	—			—			870			—			870
CASH AND CASH EQUIVALENTS, END OF PERIOD	$	—		$	7		$	845		$	—		$	852

Unaudited Condensed Consolidating Statement of Cash Flows



	Six Months Ended June 30, 2016
	Willis Towers Watson — the Parent Issuer			The Guarantors			Other			Consolidating adjustments			Consolidated
NET CASH FROM/(USED IN) OPERATING ACTIVITIES	$	42		$	(605	)	$	1,000		$	(1	)	$	436
CASH FLOWS FROM/(USED IN) INVESTING ACTIVITIES
Additions to fixed assets and software for internal use	—			(14		)	(78		)	—			(92		)
Capitalized software costs	—			—			(42		)	—			(42		)
Acquisitions of operations, net of cash acquired	—			—			419			—			419
Other, net	—			—			23			—			23
Repayments of intercompany investing activities	(4,268		)	(3,696		)	(696		)	8,660			—
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	$	332		$	(4,710	)	$	(3,974	)	$	8,660		$	308
CASH FLOWS (USED IN)/FROM FINANCING ACTIVITIES
Net payments on revolving credit facility	—			(393		)	—			—			(393		)
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		)	(1,026		)	(500		)	—			(1,826		)
Repurchase of shares	(38		)	—			—			—			(38		)
Proceeds from issuance of shares	28			—			—			—			28
Dividends paid	(67		)	—			(1		)	1			(67		)
Cash paid for employee taxes on withholding shares	—			—			(9		)	—			(9		)
Acquisitions of and dividends paid to non-controlling interests	—			—			(15		)	—			(15		)
Proceeds from intercompany financing activities	—			4,803			3,857			(8,660		)	—
Net cash (used in)/from financing activities	$	(377	)	$	5,376		$	3,336		$	(8,659	)	$	(324	)
(DECREASE)/INCREASE IN CASH AND CASH EQUIVALENTS	(3		)	61			362			—			420
Effect of exchange rate changes on cash and cash equivalents	—			—			(3		)	—			(3		)
CASH AND CASH EQUIVALENTS, BEGINNING OF PERIOD	3			2			527			—			532
CASH AND CASH EQUIVALENTS, END OF PERIOD	$	—		$	63		$	886		$	—		$	949

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

Trinity Acquisition plc has $2.1 billion senior notes outstanding of which $525 million were issued on August 15, 2013, $1.0 billion were issued on March 22, 2016, €540 million ($609 million) were issued on May 26, 2016, and $523 million outstanding under the $1.25 billion revolving credit facility issued March 7, 2017.

All direct obligations under the senior notes are jointly and severally, irrevocably and fully and unconditionally guaranteed by Willis Netherlands Holdings B.V., Willis Investment U.K. Holdings Limited, TA I Limited, 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 Willis North America described in Note 16 and the guarantor structure associated with the senior notes issued by Willis Towers Watson described in Note 17.

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.

Unaudited Condensed Consolidating Statement of Comprehensive Income



	Three Months Ended June 30, 2017
	Willis Towers Watson			The Other Guarantors			The Issuer			Other			Consolidating adjustments			Consolidated
Revenues
Commissions and fees	$	—		$	5		$	—		$	1,925		$	—		$	1,930
Interest and other income	—			—			—			23			—			23
Total revenues	—			5			—			1,948			—			1,953
Costs of providing services
Salaries and benefits	1			10			—			1,137			—			1,148
Other operating expenses	1			37			—			353			—			391
Depreciation	—			2			—			49			—			51
Amortization	—			2			—			147			—			149
Restructuring costs	—			(3		)	—			30			—			27
Integration expenses	—			28			—			35			—			63
Total costs of providing services	2			76			—			1,751			—			1,829
(Loss)/income from operations	(2		)	(71		)	—			197			—			124
Income from Group undertakings	—			(141		)	(38		)	(15		)	194			—
Expenses due to Group undertakings	—			43			7			144			(194		)	—
Interest expense	8			6			26			6			—			46
Other expense, net	—			—			—			30			—			30
(LOSS)/INCOME FROM OPERATIONS BEFORE INCOME TAXES AND INTEREST IN EARNINGS OF ASSOCIATES	(10		)	21			5			32			—			48
(Benefit)/provision for income taxes	(1		)	3			1			5			—			8
(LOSS)/INCOME FROM OPERATIONS BEFORE INTEREST IN EARNINGS OF ASSOCIATES	(9		)	18			4			27			—			40
Interest in earnings of associates, net of tax	—			—			—			1			—			1
Equity account for subsidiaries	42			8			(115		)	—			65			—
NET INCOME/(LOSS)	33			26			(111		)	28			65			41
Income attributable to non-controlling interests	—			—			—			(8		)	—			(8		)
NET INCOME/(LOSS) ATTRIBUTABLE TO WILLIS TOWERS WATSON	$	33		$	26		$	(111	)	$	20		$	65		$	33

Comprehensive income before non-controlling interests	$	165		$	156		$	15		$	152		$	(307	)	$	181
Comprehensive income attributable to non-controlling interests	—			—			—			(16		)	—			(16		)
Comprehensive income attributable to Willis Towers Watson	$	165		$	156		$	15		$	136		$	(307	)	$	165

Unaudited Condensed Consolidating Statement of Comprehensive Income



	Three Months Ended June 30, 2016
	Willis Towers Watson			The Other Guarantors			The Issuer			Other			Consolidating adjustments			Consolidated
Revenues
Commissions and fees	$	—		$	4		$	—		$	1,890		$	—		$	1,894
Interest and other income	—			1			—			54			—			55
Total revenues	—			5			—			1,944			—			1,949
Costs of providing services
Salaries and benefits	1			11			—			1,189			—			1,201
Other operating expenses	2			36			—			335			—			373
Depreciation	—			4			—			40			—			44
Amortization	—			—			—			125			—			125
Restructuring costs	—			14			—			27			—			41
Integration expenses	(1		)	4			—			26			—			29
Total costs of providing services	2			69			—			1,742			—			1,813
(Loss)/income from operations	(2		)	(64		)	—			202			—			136
Income from Group undertakings	—			(150		)	(33		)	(40		)	223			—
Expenses due to Group undertakings	—			64			6			153			(223		)	—
Interest expense	6			9			26			6			—			47
Other income, net	—			(2		)	—			(4		)	—			(6		)
(LOSS)/INCOME FROM OPERATIONS BEFORE INCOME TAXES AND INTEREST IN EARNINGS OF ASSOCIATES	(8		)	15			1			87			—			95
(Benefit)/provision for income taxes	—			(13		)	—			32			—			19
(LOSS)/INCOME FROM OPERATIONS BEFORE INTEREST IN EARNINGS OF ASSOCIATES	(8		)	28			1			55			—			76
Equity account for subsidiaries	80			29			(62		)	—			(47		)	—
NET INCOME	72			57			(61		)	55			(47		)	76
Income attributable to non-controlling interests	—			—			—			(4		)	—			(4		)
NET INCOME/(LOSS) ATTRIBUTABLE TO WILLIS TOWERS WATSON	$	72		$	57		$	(61	)	$	51		$	(47	)	$	72

Comprehensive loss before non-controlling interests	$	(56	)	$	(70	)	$	(105	)	$	(62	)	$	231		$	(62	)
Comprehensive loss attributable to non-controlling interests	—			—			—			6			—			6
Comprehensive loss attributable to Willis Towers Watson	$	(56	)	$	(70	)	$	(105	)	$	(56	)	$	231		$	(56	)

Unaudited Condensed Consolidating Statement of Comprehensive Income



	Six Months Ended June 30, 2017
	Willis Towers Watson			The Other Guarantors			The Issuer			Other			Consolidating adjustments			Consolidated
Revenues
Commissions and fees	$	—		$	11		$	—		$	4,222		$	—		$	4,233
Interest and other income	—			—			—			39			—			39
Total revenues	—			11			—			4,261			—			4,272
Costs of providing services
Salaries and benefits	2			20			—			2,317			—			2,339
Other operating expenses	2			54			—			736			—			792
Depreciation	—			3			—			94			—			97
Amortization	—			2			—			298			—			300
Restructuring costs	—			4			—			50			—			54
Integration expenses	—			32			—			71			—			103
Total costs of providing services	4			115			—			3,566			—			3,685
(Loss)/income from operations	(4		)	(104		)	—			695			—			587
Income from Group undertakings	—			(309		)	(72		)	(73		)	454			—
Expenses due to Group undertakings	—			123			13			318			(454		)	—
Interest expense	15			15			51			11			—			92
Other expense, net	—			—			—			50			—			50
(LOSS)/INCOME FROM OPERATIONS BEFORE INCOME TAXES AND INTEREST IN EARNINGS OF ASSOCIATES	(19		)	67			8			389			—			445
(Benefit)/provision for income taxes	(1		)	5			1			49			—			54
(LOSS)/INCOME FROM OPERATIONS BEFORE INTEREST IN EARNINGS OF ASSOCIATES	(18		)	62			7			340			—			391
Interest in earnings of associates, net of tax	—			—			—			2			—			2
Equity account for subsidiaries	395			323			225			—			(943		)	—
NET INCOME	377			385			232			342			(943		)	393
Income attributable to non-controlling interests	—			—			—			(16		)	—			(16		)
NET INCOME ATTRIBUTABLE TO WILLIS TOWERS WATSON	$	377		$	385		$	232		$	326		$	(943	)	$	377

Comprehensive income before non-controlling interests	$	485		$	490		$	334		$	438		$	(1,235	)	$	512
Comprehensive income attributable to non-controlling interests	—			—			—			(27		)	—			(27		)
Comprehensive income attributable to Willis Towers Watson	$	485		$	490		$	334		$	411		$	(1,235	)	$	485

Unaudited Condensed Consolidating Statement of Comprehensive Income



	Six Months Ended June 30, 2016
	Willis Towers Watson			The Other Guarantors			The Issuer			Other			Consolidating adjustments			Consolidated
Revenues
Commissions and fees	$	—		$	11		$	—		$	4,102		$	—		$	4,113
Interest and other income	—			1			—			69			—			70
Total revenues	—			12			—			4,171			—			4,183
Costs of providing services
Salaries and benefits	1			25			—			2,371			—			2,397
Other operating expenses	3			129			—			672			—			804
Depreciation	—			9			—			78			—			87
Amortization	—			—			—			286			—			286
Restructuring costs	—			27			—			39			—			66
Integration expenses	—			22			—			59			—			81
Total costs of providing services	4			212			—			3,505			—			3,721
(Loss)/income from operations	(4		)	(200		)	—			666			—			462
Income from Group undertakings	—			(296		)	(64		)	(70		)	430			—
Expenses due to Group undertakings	—			116			13			301			(430		)	—
Interest expense	17			18			44			14			—			93
Other expense/(income), net	1			(2		)	—			13			—			12
(LOSS)/INCOME FROM OPERATIONS BEFORE INCOME TAXES AND INTEREST IN EARNINGS OF ASSOCIATES	(22		)	(36		)	7			408			—			357
(Benefit)/provision for income taxes	—			(55		)	1			91			—			37
(LOSS)/INCOME FROM OPERATIONS BEFORE INTEREST IN EARNINGS OF ASSOCIATES	(22		)	19			6			317			—			320
Interest in earnings of associates, net of tax	—			—			—			1			—			1
Equity account for subsidiaries	332			288			112			—			(732		)	—
NET INCOME	310			307			118			318			(732		)	321
Income attributable to non-controlling interests	—			—			—			(11		)	—			(11		)
NET INCOME ATTRIBUTABLE TO WILLIS TOWERS WATSON	$	310		$	307		$	118		$	307		$	(732	)	$	310

Comprehensive income before non-controlling interests	$	166		$	162		$	56		$	179		$	(394	)	$	169
Comprehensive income attributable to non-controlling interests	—			—			—			(3		)	—			(3		)
Comprehensive income attributable to Willis Towers Watson	$	166		$	162		$	56		$	176		$	(394	)	$	166

Unaudited Condensed Consolidating Balance Sheet



	As of June 30, 2017
	Willis Towers Watson		The Other Guarantors		The Issuer		Other		Consolidating adjustments			Consolidated
ASSETS
Cash and cash equivalents	$	—	$	7	$	—	$	845	$	—		$	852
Fiduciary assets	—		—		—		12,751		—			12,751
Accounts receivable, net	—		5		—		2,283		—			2,288
Prepaid and other current assets	1		147		1		199		(6		)	342
Amounts due from group undertakings	6,283		1,736		1,503		2,559		(12,081		)	—
Total current assets	6,284		1,895		1,504		18,637		(12,087		)	16,233
Investments in subsidiaries	4,562		9,324		8,344		—		(22,230		)	—
Fixed assets, net	—		36		—		859		—			895
Goodwill	—		—		—		10,509		—			10,509
Other intangible assets, net	—		61		—		4,156		(61		)	4,156
Pension benefits assets	—		—		—		595		—			595
Other non-current assets	—		226		3		369		(212		)	386
Non-current amounts due from group undertakings	—		4,461		1,318		—		(5,779		)	—
Total non-current assets	4,562		14,108		9,665		16,488		(28,282		)	16,541
TOTAL ASSETS	$	10,846	$	16,003	$	11,169	$	35,125	$	(40,369	)	$	32,774
LIABILITIES AND EQUITY
Fiduciary liabilities	$	—	$	—	$	—	$	12,751	$	—		$	12,751
Deferred revenue and accrued expenses	—		57		—		1,346		(92		)	1,311
Short-term debt and current portion of long-term debt	—		—		—		85		—			85
Other current liabilities	87		165		28		606		(4		)	882
Amounts due to group undertakings	—		9,416		423		2,242		(12,081		)	—
Total current liabilities	87		9,638		451		17,030		(12,177		)	15,029
Long-term debt	496		830		2,643		128		—			4,097
Liability for pension benefits	—		—		—		1,271		—			1,271
Deferred tax liabilities	—		—		—		1,024		(201		)	823
Provision for liabilities	—		120		—		517		—			637
Other non-current liabilities	—		33		—		454		(14		)	473
Non-current amounts due to group undertakings	—		519		—		5,260		(5,779		)	—
Total non-current liabilities	496		1,502		2,643		8,654		(5,994		)	7,301
TOTAL LIABILITIES	583		11,140		3,094		25,684		(18,171		)	22,330
REDEEMABLE NON-CONTROLLING INTEREST	—		—		—		57		—			57
EQUITY
Total Willis Towers Watson shareholders’ equity	10,263		4,863		8,075		9,260		(22,198		)	10,263
Non-controlling interests	—		—		—		124		—			124
Total equity	10,263		4,863		8,075		9,384		(22,198		)	10,387
TOTAL LIABILITIES AND EQUITY	$	10,846	$	16,003	$	11,169	$	35,125	$	(40,369	)	$	32,774

Unaudited Condensed Consolidating 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 NON-CONTROLLING INTEREST	—		—		—		51		—			51
EQUITY
Total Willis Towers Watson shareholders’ equity	10,065		3,243		6,975		9,077		(19,295		)	10,065
Non-controlling 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

Unaudited Condensed Consolidating Statement of Cash Flows



	Six Months Ended June 30, 2017
	Willis Towers Watson			The Other Guarantors			The Issuer			Other			Consolidating adjustments			Consolidated
NET CASH FROM/(USED IN) OPERATING ACTIVITIES	$	448		$	(274	)	$	434		$	(116	)	$	(173	)	$	319
CASH FLOWS (USED IN)/FROM INVESTING ACTIVITIES
Additions to fixed assets and software for internal use	—			(5		)	—			(114		)	—			(119		)
Capitalized software costs	—			—			—			(32		)	—			(32		)
Acquisitions of operations, net of cash acquired	—			—			—			(13		)	—			(13		)
Other, net	—			—			—			9			—			9
Proceeds from intercompany investing activities	1,008			75			219			215			(1,517		)	—
Repayments of intercompany investing activities	(60		)	(3		)	(692		)	(31		)	786			—
Reduction in investment in subsidiaries	—			1,000			—			59			(1,059		)	—
Additional investment in subsidiaries	(1,000		)	(59		)	—			—			1,059			—
Net cash (used in)/from investing activities	$	(52	)	$	1,008		$	(473	)	$	93		$	(731	)	$	(155	)
CASH FLOWS (USED IN)/FROM FINANCING ACTIVITIES
Net borrowings on revolving credit facility	—			—			283			—			—			283
Senior notes issued	—			650			—			—			—			650
Proceeds from issuance of other debt	—			—			—			32			—			32
Debt issuance costs	—			(5		)	(4		)	—			—			(9		)
Repayments of debt	—			(399		)	(215		)	(81		)	—			(695		)
Repurchase of shares	(296		)	—			—			—			—			(296		)
Proceeds from issuance of shares	37			—			—			—			—			37
Cash paid for employee taxes on withholding shares	—			—			—			(3		)	—			(3		)
Payments of deferred and contingent consideration related to acquisitions	—			—			—			(44		)	—			(44		)
Dividends paid	(137		)	(57		)	—			(116		)	173			(137		)
Acquisitions of and dividends paid to non-controlling interests	—			—			—			(14		)	—			(14		)
Proceeds from intercompany financing activities	—			324			—			462			(786		)	—
Repayments of intercompany financing activities	—			(1,240		)	(25		)	(252		)	1,517			—
Net cash (used in)/from financing activities	$	(396	)	$	(727	)	$	39		$	(16	)	$	904		$	(196	)
INCREASE/(DECREASE) IN CASH AND CASH EQUIVALENTS	—			7			—			(39		)	—			(32		)
Effect of exchange rate changes on cash and cash equivalents	—			—			—			14			—			14
CASH AND CASH EQUIVALENTS, BEGINNING OF PERIOD	—			—			—			870			—			870
CASH AND CASH EQUIVALENTS, END OF PERIOD	$	—		$	7		$	—		$	845		$	—		$	852

Unaudited Condensed Consolidating Statement of Cash Flows



	Six Months Ended June 30, 2016
	Willis Towers Watson			The Other Guarantors			The Issuer			Other			Consolidating adjustments			Consolidated
NET CASH FROM/(USED IN) OPERATING ACTIVITIES	$	42		$	(228	)	$	(377	)	$	1,000		$	(1	)	$	436
CASH FLOWS FROM/(USED IN) INVESTING ACTIVITIES
Additions to fixed assets and software for internal use	—			(14		)	—			(78		)	—			(92		)
Capitalized software costs	—			—			—			(42		)	—			(42		)
Acquisitions of operations, net of cash acquired	—			—			—			419			—			419
Other, net	—			—			—			23			—			23
Proceeds from intercompany investing activities	—			12			—			—			(12		)	—
Repayments of intercompany investing activities	(4,268		)	(3,512		)	(184		)	(696		)	8,660			—
Reduction in investment subsidiaries	4,600			3,600			—			—			(8,200		)	—
Additional investment in subsidiaries	—			(4,600		)	—			(3,600		)	8,200			—
Net cash from/(used in) investing activities	$	332		$	(4,514	)	$	(184	)	$	(3,974	)	$	8,648		$	308
CASH FLOWS (USED IN)/FROM FINANCING ACTIVITIES
Net payments on revolving credit facility	—			—			(393		)	—			—			(393		)
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		)	—			(1,026		)	(500		)	—			(1,826		)
Repurchase of shares	(38		)	—			—			—			—			(38		)
Proceeds from issuance of shares	28			—			—			—			—			28
Dividends paid	(67		)	—			—			(1		)	1			(67		)
Cash paid for employee taxes on withholding shares	—			—			—			(9		)	—			(9		)
Acquisitions of and dividends paid to non-controlling interests	—			—			—			(15		)	—			(15		)
Proceeds from intercompany financing activities	—			4,803			—			3,857			(8,660		)	—
Repayments of intercompany financing activities	—			—			(12		)	—			12			—
Net cash (used in)/from financing activities	$	(377	)	$	4,803		$	561		$	3,336		$	(8,647	)	$	(324	)
(DECREASE)/INCREASE IN CASH AND CASH EQUIVALENTS	(3		)	61			—			362			—			420
Effect of exchange rate changes on cash and cash equivalents	—			—			—			(3		)	—			(3		)
CASH AND CASH EQUIVALENTS, BEGINNING OF PERIOD	3			2			—			527			—			532
CASH AND CASH EQUIVALENTS, END OF PERIOD	$	—		$	63		$	—		$	886		$	—		$	949

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

6 Months Ended

Jun. 30, 2017

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.

Unaudited Condensed Consolidating Statement of Comprehensive Income



	Three Months Ended June 30, 2017
	Willis Towers Watson			The Other Guarantors			The Issuer			Other			Consolidating adjustments			Consolidated
Revenues
Commissions and fees	$	—		$	—		$	5		$	1,925		$	—		$	1,930
Interest and other income	—			—			—			23			—			23
Total revenues	—			—			5			1,948			—			1,953
Costs of providing services
Salaries and benefits	1			—			10			1,137			—			1,148
Other operating expenses	1			37			—			353			—			391
Depreciation	—			2			—			49			—			51
Amortization	—			2			—			147			—			149
Restructuring costs	—			—			(3		)	30			—			27
Integration expenses	—			29			(1		)	35			—			63
Total costs of providing services	2			70			6			1,751			—			1,829
(Loss)/income from operations	(2		)	(70		)	(1		)	197			—			124
Income from Group undertakings	—			(138		)	(41		)	(15		)	194			—
Expenses due to Group undertakings	—			—			50			144			(194		)	—
Interest expense	8			26			6			6			—			46
Other expense, net	—			—			—			30			—			30
(LOSS)/INCOME FROM OPERATIONS BEFORE INCOME TAXES AND INTEREST IN EARNINGS OF ASSOCIATES	(10		)	42			(16		)	32			—			48
(Benefit)/provision for income taxes	(1		)	5			(1		)	5			—			8
(LOSS)/INCOME FROM OPERATIONS BEFORE INTEREST IN EARNINGS OF ASSOCIATES	(9		)	37			(15		)	27			—			40
Interest in earnings of associates, net of tax	—			—			—			1			—			1
Equity account for subsidiaries	42			(11		)	50			—			(81		)	—
NET INCOME	33			26			35			28			(81		)	41
Income attributable to non-controlling interests	—			—			—			(8		)	—			(8		)
NET INCOME ATTRIBUTABLE TO WILLIS TOWERS WATSON	$	33		$	26		$	35		$	20		$	(81	)	$	33

Comprehensive income before non-controlling interests	$	165		$	156		$	136		$	152		$	(428	)	$	181
Comprehensive income attributable to non-controlling interest	—			—			—			(16		)	—			(16		)
Comprehensive income attributable to Willis Towers Watson	$	165		$	156		$	136		$	136		$	(428	)	$	165

Unaudited Condensed Consolidating Statement of Comprehensive Income



	Three Months Ended June 30, 2016
	Willis Towers Watson			The Other Guarantors			The Issuer			Other			Consolidating adjustments			Consolidated
Revenues
Commissions and fees	$	—		$	—		$	4		$	1,890		$	—		$	1,894
Interest and other income	—			1			—			54			—			55
Total revenues	—			1			4			1,944			—			1,949
Costs of providing services
Salaries and benefits	1			1			10			1,189			—			1,201
Other operating expenses	2			22			14			335			—			373
Depreciation	—			1			3			40			—			44
Amortization	—			—			—			125			—			125
Restructuring costs	—			7			7			27			—			41
Integration expenses	(1		)	—			4			26			—			29
Total costs of providing services	2			31			38			1,742			—			1,813
(Loss)/income from operations	(2		)	(30		)	(34		)	202			—			136
Income from Group undertakings	—			(120		)	(62		)	(40		)	222			—
Expenses due to Group undertakings	—			26			43			153			(222		)	—
Interest expense	6			26			9			6			—			47
Other income, net	—			(2		)	—			(4		)	—			(6		)
(LOSS)/INCOME FROM OPERATIONS BEFORE INCOME TAXES AND INTEREST IN EARNINGS OF ASSOCIATES	(8		)	40			(24		)	87			—			95
(Benefit)/provision for income taxes	—			(10		)	(3		)	32			—			19
(LOSS)/INCOME FROM OPERATIONS BEFORE INTEREST IN EARNINGS OF ASSOCIATES	(8		)	50			(21		)	55			—			76
Equity account for subsidiaries	80			7			107			—			(194		)	—
NET INCOME	72			57			86			55			(194		)	76
Income attributable to non-controlling interests	—			—			—			(4		)	—			(4		)
NET INCOME ATTRIBUTABLE TO WILLIS TOWERS WATSON	$	72		$	57		$	86		$	51		$	(194	)	$	72

Comprehensive (loss)/income before non-controlling interests	$	(56	)	$	(70	)	$	27		$	(61	)	$	98		$	(62	)
Comprehensive loss attributable to non-controlling interest	—			—			—			6			—			6
Comprehensive (loss)/income attributable to Willis Towers Watson	$	(56	)	$	(70	)	$	27		$	(55	)	$	98		$	(56	)

Unaudited Condensed Consolidating Statement of Comprehensive Income



	Six Months Ended June 30, 2017
	Willis Towers Watson			The Other Guarantors			The Issuer			Other			Consolidating adjustments			Consolidated
Revenues
Commissions and fees	$	—		$	—		$	11		$	4,222		$	—		$	4,233
Interest and other income	—			—			—			39			—			39
Total revenues	—			—			11			4,261			—			4,272
Costs of providing services
Salaries and benefits	2			—			20			2,317			—			2,339
Other operating expenses	2			44			10			736			—			792
Depreciation	—			3			—			94			—			97
Amortization	—			2			—			298			—			300
Restructuring costs	—			4			—			50			—			54
Integration expenses	—			30			2			71			—			103
Total costs of providing services	4			83			32			3,566			—			3,685
(Loss)/income from operations	(4		)	(83		)	(21		)	695			—			587
Income from Group undertakings	—			(266		)	(114		)	(73		)	453			—
Expenses due to Group undertakings	—			39			96			318			(453		)	—
Interest expense	15			50			16			11			—			92
Other expense, net	—			—			—			50			—			50
(LOSS)/INCOME FROM OPERATIONS BEFORE INCOME TAXES AND INTEREST IN EARNINGS OF ASSOCIATES	(19		)	94			(19		)	389			—			445
(Benefit)/provision for income taxes	(1		)	9			(3		)	49			—			54
(LOSS)/INCOME FROM OPERATIONS BEFORE INTEREST IN EARNINGS OF ASSOCIATES	(18		)	85			(16		)	340			—			391
Interest in earnings of associates, net of tax	—			—			—			2			—			2
Equity account for subsidiaries	395			300			225			—			(920		)	—
NET INCOME	377			385			209			342			(920		)	393
Income attributable to non-controlling interests	—			—			—			(16		)	—			(16		)
NET INCOME ATTRIBUTABLE TO WILLIS TOWERS WATSON	$	377		$	385		$	209		$	326		$	(920	)	$	377

Comprehensive income before non-controlling interests	$	485		$	490		$	283		$	438		$	(1,184	)	$	512
Comprehensive income attributable to non-controlling interests	—			—			—			(27		)	—			(27		)
Comprehensive income attributable to Willis Towers Watson	$	485		$	490		$	283		$	411		$	(1,184	)	$	485

Unaudited Condensed Consolidating Statement of Comprehensive Income



	Six Months Ended June 30, 2016
	Willis Towers Watson			The Other Guarantors			The Issuer			Other			Consolidating adjustments			Consolidated
Revenues
Commissions and fees	$	—		$	—		$	11		$	4,102		$	—		$	4,113
Interest and other income	—			1			—			69			—			70
Total revenues	—			1			11			4,171			—			4,183
Costs of providing services
Salaries and benefits	1			1			24			2,371			—			2,397
Other operating expenses	3			57			72			672			—			804
Depreciation	—			2			7			78			—			87
Amortization	—			—			—			286			—			286
Restructuring costs	—			11			16			39			—			66
Integration expenses	—			12			10			59			—			81
Total costs of providing services	4			83			129			3,505			—			3,721
(Loss)/income from operations	(4		)	(82		)	(118		)	666			—			462
Income from Group undertakings	—			(241		)	(116		)	(70		)	427			—
Expenses due to Group undertakings	—			40			86			301			(427		)	—
Interest expense	17			43			19			14			—			93
Other expense/(income), net	1			(2		)	—			13			—			12
(LOSS)/INCOME FROM OPERATIONS BEFORE INCOME TAXES AND INTEREST IN EARNINGS OF ASSOCIATES	(22		)	78			(107		)	408			—			357
(Benefit)/provision for income taxes	—			(23		)	(31		)	91			—			37
(LOSS)/INCOME FROM OPERATIONS BEFORE INTEREST IN EARNINGS OF ASSOCIATES	(22		)	101			(76		)	317			—			320
Interest in earnings of associates, net of tax	—			—			—			1			—			1
Equity account for subsidiaries	332			206			121			—			(659		)	—
NET INCOME	310			307			45			318			(659		)	321
Income attributable to non-controlling interests	—			—			—			(11		)	—			(11		)
NET INCOME ATTRIBUTABLE TO WILLIS TOWERS WATSON	$	310		$	307		$	45		$	307		$	(659	)	$	310

Comprehensive income/(loss) before non-controlling interests	$	166		$	162		$	(31	)	$	179		$	(307	)	$	169
Comprehensive income attributable to non-controlling interest	—			—			—			(3		)	—			(3		)
Comprehensive income/(loss) attributable to Willis Towers Watson	$	166		$	162		$	(31	)	$	176		$	(307	)	$	166

Unaudited Condensed Consolidating Balance Sheet



	As of June 30, 2017
	Willis Towers Watson		The Other Guarantors		The Issuer		Other		Consolidating adjustments			Consolidated
ASSETS
Cash and cash equivalents	$	—	$	7	$	—	$	845	$	—		$	852
Fiduciary assets	—		—		—		12,751		—			12,751
Accounts receivable, net	—		—		5		2,283		—			2,288
Prepaid and other current assets	1		37		107		199		(2		)	342
Amounts due from group undertakings	6,283		1,276		1,701		2,559		(11,819		)	—
Total current assets	6,284		1,320		1,813		18,637		(11,821		)	16,233
Investments in subsidiaries	4,562		8,614		6,024		—		(19,200		)	—
Fixed assets, net	—		36		—		859		—			895
Goodwill	—		—		—		10,509		—			10,509
Other intangible assets, net	—		61		—		4,156		(61		)	4,156
Pension benefits assets	—		—		—		595		—			595
Other non-current assets	—		11		218		369		(212		)	386
Non-current amounts due from group undertakings	—		4,918		861		—		(5,779		)	—
Total non-current assets	4,562		13,640		7,103		16,488		(25,252		)	16,541
TOTAL ASSETS	$	10,846	$	14,960	$	8,916	$	35,125	$	(37,073	)	$	32,774
LIABILITIES AND EQUITY
Fiduciary liabilities	$	—	$	—	$	—	$	12,751	$	—		$	12,751
Deferred revenue and accrued expenses	—		4		53		1,346		(92		)	1,311
Short-term debt and current portion of long-term debt	—		—		—		85		—			85
Other current liabilities	87		65		124		606		—			882
Amounts due to group undertakings	—		7,370		2,207		2,242		(11,819		)	—
Total current liabilities	87		7,439		2,384		17,030		(11,911		)	15,029
Long-term debt	496		2,643		830		128		—			4,097
Liability for pension benefits	—		—		—		1,271		—			1,271
Deferred tax liabilities	—		—		—		1,024		(201		)	823
Provision for liabilities	—		—		120		517		—			637
Other non-current liabilities	—		15		18		454		(14		)	473
Non-current amounts due to group undertakings	—		—		519		5,260		(5,779		)	—
Total non-current liabilities	496		2,658		1,487		8,654		(5,994		)	7,301
TOTAL LIABILITIES	583		10,097		3,871		25,684		(17,905		)	22,330
REDEEMABLE NON-CONTROLLING INTEREST	—		—		—		57		—			57
EQUITY
Total Willis Towers Watson shareholders’ equity	10,263		4,863		5,045		9,260		(19,168		)	10,263
Non-controlling interests	—		—		—		124		—			124
Total equity	10,263		4,863		5,045		9,384		(19,168		)	10,387
TOTAL LIABILITIES AND EQUITY	$	10,846	$	14,960	$	8,916	$	35,125	$	(37,073	)	$	32,774

Unaudited Condensed Consolidating 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 NON-CONTROLLING INTEREST	—		—		—		51		—			51
EQUITY
Total Willis Towers Watson shareholders’ equity	10,065		3,243		4,258		9,077		(16,578		)	10,065
Non-controlling interests	—		—		—		118		—			118
Total equity	10,065		3,243		4,258		9,195		(16,578		)	10,183
TOTAL LIABILITIES AND EQUITY	$	10,638	$	14,251	$	7,616	$	32,526	$	(34,778	)	$	30,253

Unaudited Condensed Consolidating Statement of Cash Flows



	Six Months Ended June 30, 2017
	Willis Towers Watson			The Other Guarantors			The Issuer			Other			Consolidating adjustments			Consolidated
NET CASH FROM/(USED IN) OPERATING ACTIVITIES	$	448		$	123		$	39		$	(116	)	$	(175	)	$	319
CASH FLOWS (USED IN)/FROM INVESTING ACTIVITIES
Additions to fixed assets and software for internal use	—			(5		)	—			(114		)	—			(119		)
Capitalized software costs	—			—			—			(32		)	—			(32		)
Acquisitions of operations, net of cash acquired	—			—			—			(13		)	—			(13		)
Other, net	—			—			—			9			—			9
Proceeds from intercompany investing activities	1,008			284			10			215			(1,517		)	—
Repayments of intercompany investing activities	(60		)	(400		)	(3		)	(31		)	494			—
Reduction in investment in subsidiaries	—			1,000			—			59			(1,059		)	—
Additional investment in subsidiaries	(1,000		)	(59		)	—			—			1,059			—
Net cash (used in)/from investing activities	$	(52	)	$	820		$	7		$	93		$	(1,023	)	$	(155	)
CASH FLOWS USED IN FINANCING ACTIVITIES
Net borrowings on revolving credit facility	—			283			—			—			—			283
Senior notes issued	—			—			650			—			—			650
Proceeds from issuance of other debt	—			—			—			32			—			32
Debt issuance costs	—			(4		)	(5		)	—			—			(9		)
Repayments of debt	—			(215		)	(399		)	(81		)	—			(695		)
Repurchase of shares	(296		)	—			—			—			—			(296		)
Proceeds from issuance of shares	37			—			—			—			—			37
Cash paid for employee taxes on withholding shares	—			—			—			(3		)	—			(3		)
Payments of deferred and contingent consideration related to acquisitions	—			—			—			(44		)	—			(44		)
Dividends paid	(137		)	—			(59		)	(116		)	175			(137		)
Acquisitions of and dividends paid to non-controlling interests	—			—			—			(14		)	—			(14		)
Proceeds from intercompany financing activities	—			32			—			462			(494		)	—
Repayments of intercompany financing activities	—			(1,032		)	(233		)	(252		)	1,517			—
Net cash used in financing activities	$	(396	)	$	(936	)	$	(46	)	$	(16	)	$	1,198		$	(196	)
INCREASE/(DECREASE) IN CASH AND CASH EQUIVALENTS	—			7			—			(39		)	—			(32		)
Effect of exchange rate changes on cash and cash equivalents	—			—			—			14			—			14
CASH AND CASH EQUIVALENTS, BEGINNING OF PERIOD	—			—			—			870			—			870
CASH AND CASH EQUIVALENTS, END OF PERIOD	$	—		$	7		$	—		$	845		$	—		$	852

Unaudited Condensed Consolidating Statement of Cash Flows



	Six Months Ended June 30, 2016
	Willis Towers Watson			The Other Guarantors			The Issuer			Other			Consolidating adjustments			Consolidated
NET CASH FROM/(USED IN) OPERATING ACTIVITIES	$	42		$	(418	)	$	(187	)	$	1,000		$	(1	)	$	436
CASH FLOWS FROM/(USED IN) INVESTING ACTIVITIES
Additions to fixed assets and software for internal use	—			(9		)	(5		)	(78		)	—			(92		)
Capitalized software costs	—			—			—			(42		)	—			(42		)
Acquisitions of operations, net of cash acquired	—			—			—			419			—			419
Other, net	—			—			—			23			—			23
Repayments of intercompany investing activities	(4,268		)	(3,696		)	—			(696		)	8,660			—
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	$	332		$	(4,705	)	$	(5	)	$	(3,974	)	$	8,660		$	308
CASH FLOWS (USED IN)/FROM FINANCING ACTIVITIES
Net payments on revolving credit facility	—			(393		)	—			—			—			(393		)
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		)	(1,026		)	—			(500		)	—			(1,826		)
Repurchase of shares	(38		)	—			—			—			—			(38		)
Proceeds from issuance of shares	28			—			—			—			—			28
Dividends paid	(67		)	—			—			(1		)	1			(67		)
Cash paid for employee taxes on withholding shares	—			—			—			(9		)	—			(9		)
Acquisitions of and dividends paid to non-controlling interests	—			—			—			(15		)	—			(15		)
Proceeds from intercompany financing activities	—			4,611			192			3,857			(8,660		)	—
Net cash (used in)/from financing activities	$	(377	)	$	5,184		$	192		$	3,336		$	(8,659	)	$	(324	)
(DECREASE)/INCREASE IN CASH AND CASH EQUIVALENTS	(3		)	61			—			362			—			420
Effect of exchange rate changes on cash and cash equivalents	—			—			—			(3		)	—			(3		)
CASH AND CASH EQUIVALENTS, BEGINNING OF PERIOD	3			2			—			527			—			532
CASH AND CASH EQUIVALENTS, END OF PERIOD	$	—		$	63		$	—		$	886		$	—		$	949

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.

Unaudited Condensed Consolidating Statement of Comprehensive Income



	Three Months Ended June 30, 2017
	Willis Towers Watson — the Parent Issuer			The Guarantors			Other			Consolidating adjustments			Consolidated
Revenues
Commissions and fees	$	—		$	5		$	1,925		$	—		$	1,930
Interest and other income	—			—			23			—			23
Total revenues	—			5			1,948			—			1,953
Costs of providing services
Salaries and benefits	1			10			1,137			—			1,148
Other operating expenses	1			37			353			—			391
Depreciation	—			2			49			—			51
Amortization	—			2			147			—			149
Restructuring costs	—			(3		)	30			—			27
Integration expenses	—			28			35			—			63
Total costs of providing services	2			76			1,751			—			1,829
(Loss)/income from operations	(2		)	(71		)	197			—			124
Income from Group undertakings	—			(149		)	(15		)	164			—
Expenses due to Group undertakings	—			20			144			(164		)	—
Interest expense	8			32			6			—			46
Other expense, net	—			—			30			—			30
(LOSS)/INCOME FROM OPERATIONS BEFORE INCOME TAXES AND INTEREST IN EARNINGS OF ASSOCIATES	(10		)	26			32			—			48
(Benefit)/provision for income taxes	(1		)	4			5			—			8
(LOSS)/INCOME FROM OPERATIONS BEFORE INTEREST IN EARNINGS OF ASSOCIATES	(9		)	22			27			—			40
Interest in earnings of associates, net of tax	—			—			1			—			1
Equity account for subsidiaries	42			4			—			(46		)	—
NET INCOME	33			26			28			(46		)	41
Income attributable to non-controlling interests	—			—			(8		)	—			(8		)
NET INCOME ATTRIBUTABLE TO WILLIS TOWERS WATSON	$	33		$	26		$	20		$	(46	)	$	33

Comprehensive income before non-controlling interests	$	165		$	156		$	152		$	(292	)	$	181
Comprehensive income attributable to non-controlling interests	—			—			(16		)	—			(16		)
Comprehensive income attributable to Willis Towers Watson	$	165		$	156		$	136		$	(292	)	$	165

Unaudited Condensed Consolidating Statement of Comprehensive Income



	Three Months Ended June 30, 2016
	Willis Towers Watson — the Parent Issuer			The Guarantors			Other			Consolidating adjustments			Consolidated
Revenues
Commissions and fees	$	—		$	4		$	1,890		$	—		$	1,894
Interest and other income	—			1			54			—			55
Total revenues	—			5			1,944			—			1,949
Costs of providing services
Salaries and benefits	1			11			1,189			—			1,201
Other operating expenses	2			36			335			—			373
Depreciation	—			4			40			—			44
Amortization	—			—			125			—			125
Restructuring costs	—			14			27			—			41
Integration expenses	(1		)	4			26			—			29
Total costs of providing services	2			69			1,742			—			1,813
(Loss)/income from operations	(2		)	(64		)	202			—			136
Income from Group undertakings	—			(155		)	(40		)	195			—
Expenses due to Group undertakings	—			42			153			(195		)	—
Interest expense	6			35			6			—			47
Other income, net	—			(2		)	(4		)	—			(6		)
(LOSS)/INCOME FROM OPERATIONS BEFORE INCOME TAXES AND INTEREST IN EARNINGS OF ASSOCIATES	(8		)	16			87			—			95
(Benefit)/provision for income taxes	—			(13		)	32			—			19
(LOSS)/INCOME FROM OPERATIONS BEFORE INTEREST IN EARNINGS OF ASSOCIATES	(8		)	29			55			—			76
Equity account for subsidiaries	80			28			—			(108		)	—
NET INCOME	72			57			55			(108		)	76
Income attributable to non-controlling interests	—			—			(4		)	—			(4		)
NET INCOME ATTRIBUTABLE TO WILLIS TOWERS WATSON	$	72		$	57		$	51		$	(108	)	$	72

Comprehensive loss before non-controlling interests	$	(56	)	$	(70	)	$	(62	)	$	126		$	(62	)
Comprehensive loss attributable to non-controlling interests	—			—			6			—			6
Comprehensive loss attributable to Willis Towers Watson	$	(56	)	$	(70	)	$	(56	)	$	126		$	(56	)

Unaudited Condensed Consolidating Statement of Comprehensive Income



	Six Months Ended June 30, 2017
	Willis Towers Watson — the Parent Issuer			The Guarantors			Other			Consolidating adjustments			Consolidated
Revenues
Commissions and fees	$	—		$	11		$	4,222		$	—		$	4,233
Interest and other income	—			—			39			—			39
Total revenues	—			11			4,261			—			4,272
Costs of providing services
Salaries and benefits	2			20			2,317			—			2,339
Other operating expenses	2			54			736			—			792
Depreciation	—			3			94			—			97
Amortization	—			2			298			—			300
Restructuring costs	—			4			50			—			54
Integration expenses	—			32			71			—			103
Total costs of providing services	4			115			3,566			—			3,685
(Loss)/income from operations	(4		)	(104		)	695			—			587
Income from Group undertakings	—			(323		)	(73		)	396			—
Expenses due to Group undertakings	—			78			318			(396		)	—
Interest expense	15			66			11			—			92
Other expense, net	—			—			50			—			50
(LOSS)/INCOME FROM OPERATIONS BEFORE INCOME TAXES AND INTEREST IN EARNINGS OF ASSOCIATES	(19		)	75			389			—			445
(Benefit)/provision for income taxes	(1		)	6			49			—			54
(LOSS)/INCOME FROM OPERATIONS BEFORE INTEREST IN EARNINGS OF ASSOCIATES	(18		)	69			340			—			391
Interest in earnings of associates, net of tax	—			—			2			—			2
Equity account for subsidiaries	395			316			—			(711		)	—
NET INCOME	377			385			342			(711		)	393
Income attributable to non-controlling interests	—			—			(16		)	—			(16		)
NET INCOME ATTRIBUTABLE TO WILLIS TOWERS WATSON	$	377		$	385		$	326		$	(711	)	$	377

Comprehensive income before non-controlling interests	$	485		$	490		$	438		$	(901	)	$	512
Comprehensive income attributable to non-controlling interests	—			—			(27		)	—			(27		)
Comprehensive income attributable to Willis Towers Watson	$	485		$	490		$	411		$	(901	)	$	485

Unaudited Condensed Consolidating Statement of Comprehensive Income



	Six Months Ended June 30, 2016
	Willis Towers Watson — the Parent Issuer			The Guarantors			Other			Consolidating adjustments			Consolidated
Revenues
Commissions and fees	$	—		$	11		$	4,102		$	—		$	4,113
Interest and other income	—			1			69			—			70
Total revenues	—			12			4,171			—			4,183
Costs of providing services
Salaries and benefits	1			25			2,371			—			2,397
Other operating expenses	3			129			672			—			804
Depreciation	—			9			78			—			87
Amortization	—			—			286			—			286
Restructuring costs	—			27			39			—			66
Integration expenses	—			22			59			—			81
Total costs of providing services	4			212			3,505			—			3,721
(Loss)/income from operations	(4		)	(200		)	666			—			462
Income from Group undertakings	—			(302		)	(70		)	372			—
Expenses due to Group undertakings	—			71			301			(372		)	—
Interest expense	17			62			14			—			93
Other expense/(income), net	1			(2		)	13			—			12
(LOSS)/INCOME FROM OPERATIONS BEFORE INCOME TAXES AND INTEREST IN EARNINGS OF ASSOCIATES	(22		)	(29		)	408			—			357
(Benefit)/provision for income taxes	—			(54		)	91			—			37
(LOSS)/INCOME FROM OPERATIONS BEFORE INTEREST IN EARNINGS OF ASSOCIATES	(22		)	25			317			—			320
Interest in earnings of associates, net of tax	—			—			1			—			1
Equity account for subsidiaries	332			282			—			(614		)	—
NET INCOME	310			307			318			(614		)	321
Income attributable to non-controlling interests	—			—			(11		)	—			(11		)
NET INCOME ATTRIBUTABLE TO WILLIS TOWERS WATSON	$	310		$	307		$	307		$	(614	)	$	310

Comprehensive income before non-controlling interests	$	166		$	162		$	179		$	(338	)	$	169
Comprehensive income attributable to non-controlling interests	—			—			(3		)	—			(3		)
Comprehensive income attributable to Willis Towers Watson	$	166		$	162		$	176		$	(338	)	$	166

Unaudited Condensed Consolidating Balance Sheet



	As of June 30, 2017
	Willis Towers Watson — the Parent Issuer		The Guarantors		Other		Consolidating adjustments			Consolidated
ASSETS
Cash and cash equivalents	$	—	$	7	$	845	$	—		$	852
Fiduciary assets	—		—		12,751		—			12,751
Accounts receivable, net	—		5		2,283		—			2,288
Prepaid and other current assets	1		144		199		(2		)	342
Amounts due from group undertakings	6,283		1,729		2,559		(10,571		)	—
Total current assets	6,284		1,885		18,637		(10,573		)	16,233
Investments in subsidiaries	4,562		9,593		—		(14,155		)	—
Fixed assets, net	—		36		859		—			895
Goodwill	—		—		10,509		—			10,509
Other intangible assets, net	—		61		4,156		(61		)	4,156
Pension benefits assets	—		—		595		—			595
Other non-current assets	—		229		369		(212		)	386
Non-current amounts due from group undertakings	—		5,260		—		(5,260		)	—
Total non-current assets	4,562		15,179		16,488		(19,688		)	16,541
TOTAL ASSETS	$	10,846	$	17,064	$	35,125	$	(30,261	)	$	32,774
LIABILITIES AND EQUITY
Fiduciary liabilities	$	—	$	—	$	12,751	$	—		$	12,751
Deferred revenue and accrued expenses	—		57		1,346		(92		)	1,311
Short-term debt and current portion of long-term debt	—		—		85		—			85
Other current liabilities	87		189		606		—			882
Amounts due to group undertakings	—		8,329		2,242		(10,571		)	—
Total current liabilities	87		8,575		17,030		(10,663		)	15,029
Long-term debt	496		3,473		128		—			4,097
Liability for pension benefits	—		—		1,271		—			1,271
Deferred tax liabilities	—		—		1,024		(201		)	823
Provision for liabilities	—		120		517		—			637
Other non-current liabilities	—		33		454		(14		)	473
Non-current amounts due to group undertakings	—		—		5,260		(5,260		)	—
Total non-current liabilities	496		3,626		8,654		(5,475		)	7,301
TOTAL LIABILITIES	583		12,201		25,684		(16,138		)	22,330
REDEEMABLE NON-CONTROLLING INTEREST	—		—		57		—			57
EQUITY
Total Willis Towers Watson shareholders’ equity	10,263		4,863		9,260		(14,123		)	10,263
Non-controlling interests	—		—		124		—			124
Total equity	10,263		4,863		9,384		(14,123		)	10,387
TOTAL LIABILITIES AND EQUITY	$	10,846	$	17,064	$	35,125	$	(30,261	)	$	32,774

Unaudited Condensed Consolidating Balance Sheet



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

Unaudited Condensed Consolidating Statement of Cash Flows



	Six Months Ended June 30, 2017
	Willis Towers Watson — the Parent Issuer			The Guarantors			Other			Consolidating adjustments			Consolidated
NET CASH FROM/(USED IN) OPERATING ACTIVITIES	$	448		$	103		$	(116	)	$	(116	)	$	319
CASH FLOWS (USED IN)/FROM INVESTING ACTIVITIES
Additions to fixed assets and software for internal use	—			(5		)	(114		)	—			(119		)
Capitalized software costs	—			—			(32		)	—			(32		)
Acquisitions of operations, net of cash acquired	—			—			(13		)	—			(13		)
Other, net	—			—			9			—			9
Proceeds from intercompany investing activities	1,008			252			215			(1,475		)	—
Repayments of intercompany investing activities	(60		)	(403		)	(31		)	494			—
Reduction in investment in subsidiaries	—			1,000			59			(1,059		)	—
Additional investment in subsidiaries	(1,000		)	(59		)	—			1,059			—
Net cash (used in)/from investing activities	$	(52	)	$	785		$	93		$	(981	)	$	(155	)
CASH FLOWS USED IN FINANCING ACTIVITIES
Net borrowings on revolving credit facility	—			283			—			—			283
Senior notes issued	—			650			—			—			650
Proceeds from issuance of other debt	—			—			32			—			32
Debt issuance costs	—			(9		)	—			—			(9		)
Repayments of debt	—			(614		)	(81		)	—			(695		)
Repurchase of shares	(296		)	—			—			—			(296		)
Proceeds from issuance of shares	37			—			—			—			37
Cash paid for employee taxes on withholding shares	—			—			(3		)	—			(3		)
Payments of deferred and contingent consideration related to acquisitions	—			—			(44		)	—			(44		)
Dividends paid	(137		)	—			(116		)	116			(137		)
Acquisitions of and dividends paid to non-controlling interests	—			—			(14		)	—			(14		)
Proceeds from intercompany financing activities	—			32			462			(494		)	—
Repayments of intercompany financing activities	—			(1,223		)	(252		)	1,475			—
Net cash used in financing activities	$	(396	)	$	(881	)	$	(16	)	$	1,097		$	(196	)
INCREASE/(DECREASE) IN CASH AND CASH EQUIVALENTS	—			7			(39		)	—			(32		)
Effect of exchange rate changes on cash and cash equivalents	—			—			14			—			14
CASH AND CASH EQUIVALENTS, BEGINNING OF PERIOD	—			—			870			—			870
CASH AND CASH EQUIVALENTS, END OF PERIOD	$	—		$	7		$	845		$	—		$	852

Unaudited Condensed Consolidating Statement of Cash Flows



	Six Months Ended June 30, 2016
	Willis Towers Watson — the Parent Issuer			The Guarantors			Other			Consolidating adjustments			Consolidated
NET CASH FROM/(USED IN) OPERATING ACTIVITIES	$	42		$	(605	)	$	1,000		$	(1	)	$	436
CASH FLOWS FROM/(USED IN) INVESTING ACTIVITIES
Additions to fixed assets and software for internal use	—			(14		)	(78		)	—			(92		)
Capitalized software costs	—			—			(42		)	—			(42		)
Acquisitions of operations, net of cash acquired	—			—			419			—			419
Other, net	—			—			23			—			23
Repayments of intercompany investing activities	(4,268		)	(3,696		)	(696		)	8,660			—
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	$	332		$	(4,710	)	$	(3,974	)	$	8,660		$	308
CASH FLOWS (USED IN)/FROM FINANCING ACTIVITIES
Net payments on revolving credit facility	—			(393		)	—			—			(393		)
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		)	(1,026		)	(500		)	—			(1,826		)
Repurchase of shares	(38		)	—			—			—			(38		)
Proceeds from issuance of shares	28			—			—			—			28
Dividends paid	(67		)	—			(1		)	1			(67		)
Cash paid for employee taxes on withholding shares	—			—			(9		)	—			(9		)
Acquisitions of and dividends paid to non-controlling interests	—			—			(15		)	—			(15		)
Proceeds from intercompany financing activities	—			4,803			3,857			(8,660		)	—
Net cash (used in)/from financing activities	$	(377	)	$	5,376		$	3,336		$	(8,659	)	$	(324	)
(DECREASE)/INCREASE IN CASH AND CASH EQUIVALENTS	(3		)	61			362			—			420
Effect of exchange rate changes on cash and cash equivalents	—			—			(3		)	—			(3		)
CASH AND CASH EQUIVALENTS, BEGINNING OF PERIOD	3			2			527			—			532
CASH AND CASH EQUIVALENTS, END OF PERIOD	$	—		$	63		$	886		$	—		$	949

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’.

The guarantor structure described above differs from the guarantor structure associated with the senior notes issued by Willis North America described in Note 16 and the guarantor structure associated with the senior notes issued by Willis Towers Watson described in Note 17.

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.

Unaudited Condensed Consolidating Statement of Comprehensive Income



	Three Months Ended June 30, 2017
	Willis Towers Watson			The Other Guarantors			The Issuer			Other			Consolidating adjustments			Consolidated
Revenues
Commissions and fees	$	—		$	5		$	—		$	1,925		$	—		$	1,930
Interest and other income	—			—			—			23			—			23
Total revenues	—			5			—			1,948			—			1,953
Costs of providing services
Salaries and benefits	1			10			—			1,137			—			1,148
Other operating expenses	1			37			—			353			—			391
Depreciation	—			2			—			49			—			51
Amortization	—			2			—			147			—			149
Restructuring costs	—			(3		)	—			30			—			27
Integration expenses	—			28			—			35			—			63
Total costs of providing services	2			76			—			1,751			—			1,829
(Loss)/income from operations	(2		)	(71		)	—			197			—			124
Income from Group undertakings	—			(141		)	(38		)	(15		)	194			—
Expenses due to Group undertakings	—			43			7			144			(194		)	—
Interest expense	8			6			26			6			—			46
Other expense, net	—			—			—			30			—			30
(LOSS)/INCOME FROM OPERATIONS BEFORE INCOME TAXES AND INTEREST IN EARNINGS OF ASSOCIATES	(10		)	21			5			32			—			48
(Benefit)/provision for income taxes	(1		)	3			1			5			—			8
(LOSS)/INCOME FROM OPERATIONS BEFORE INTEREST IN EARNINGS OF ASSOCIATES	(9		)	18			4			27			—			40
Interest in earnings of associates, net of tax	—			—			—			1			—			1
Equity account for subsidiaries	42			8			(115		)	—			65			—
NET INCOME/(LOSS)	33			26			(111		)	28			65			41
Income attributable to non-controlling interests	—			—			—			(8		)	—			(8		)
NET INCOME/(LOSS) ATTRIBUTABLE TO WILLIS TOWERS WATSON	$	33		$	26		$	(111	)	$	20		$	65		$	33

Comprehensive income before non-controlling interests	$	165		$	156		$	15		$	152		$	(307	)	$	181
Comprehensive income attributable to non-controlling interests	—			—			—			(16		)	—			(16		)
Comprehensive income attributable to Willis Towers Watson	$	165		$	156		$	15		$	136		$	(307	)	$	165

Unaudited Condensed Consolidating Statement of Comprehensive Income



	Three Months Ended June 30, 2016
	Willis Towers Watson			The Other Guarantors			The Issuer			Other			Consolidating adjustments			Consolidated
Revenues
Commissions and fees	$	—		$	4		$	—		$	1,890		$	—		$	1,894
Interest and other income	—			1			—			54			—			55
Total revenues	—			5			—			1,944			—			1,949
Costs of providing services
Salaries and benefits	1			11			—			1,189			—			1,201
Other operating expenses	2			36			—			335			—			373
Depreciation	—			4			—			40			—			44
Amortization	—			—			—			125			—			125
Restructuring costs	—			14			—			27			—			41
Integration expenses	(1		)	4			—			26			—			29
Total costs of providing services	2			69			—			1,742			—			1,813
(Loss)/income from operations	(2		)	(64		)	—			202			—			136
Income from Group undertakings	—			(150		)	(33		)	(40		)	223			—
Expenses due to Group undertakings	—			64			6			153			(223		)	—
Interest expense	6			9			26			6			—			47
Other income, net	—			(2		)	—			(4		)	—			(6		)
(LOSS)/INCOME FROM OPERATIONS BEFORE INCOME TAXES AND INTEREST IN EARNINGS OF ASSOCIATES	(8		)	15			1			87			—			95
(Benefit)/provision for income taxes	—			(13		)	—			32			—			19
(LOSS)/INCOME FROM OPERATIONS BEFORE INTEREST IN EARNINGS OF ASSOCIATES	(8		)	28			1			55			—			76
Equity account for subsidiaries	80			29			(62		)	—			(47		)	—
NET INCOME	72			57			(61		)	55			(47		)	76
Income attributable to non-controlling interests	—			—			—			(4		)	—			(4		)
NET INCOME/(LOSS) ATTRIBUTABLE TO WILLIS TOWERS WATSON	$	72		$	57		$	(61	)	$	51		$	(47	)	$	72

Comprehensive loss before non-controlling interests	$	(56	)	$	(70	)	$	(105	)	$	(62	)	$	231		$	(62	)
Comprehensive loss attributable to non-controlling interests	—			—			—			6			—			6
Comprehensive loss attributable to Willis Towers Watson	$	(56	)	$	(70	)	$	(105	)	$	(56	)	$	231		$	(56	)

Unaudited Condensed Consolidating Statement of Comprehensive Income



	Six Months Ended June 30, 2017
	Willis Towers Watson			The Other Guarantors			The Issuer			Other			Consolidating adjustments			Consolidated
Revenues
Commissions and fees	$	—		$	11		$	—		$	4,222		$	—		$	4,233
Interest and other income	—			—			—			39			—			39
Total revenues	—			11			—			4,261			—			4,272
Costs of providing services
Salaries and benefits	2			20			—			2,317			—			2,339
Other operating expenses	2			54			—			736			—			792
Depreciation	—			3			—			94			—			97
Amortization	—			2			—			298			—			300
Restructuring costs	—			4			—			50			—			54
Integration expenses	—			32			—			71			—			103
Total costs of providing services	4			115			—			3,566			—			3,685
(Loss)/income from operations	(4		)	(104		)	—			695			—			587
Income from Group undertakings	—			(309		)	(72		)	(73		)	454			—
Expenses due to Group undertakings	—			123			13			318			(454		)	—
Interest expense	15			15			51			11			—			92
Other expense, net	—			—			—			50			—			50
(LOSS)/INCOME FROM OPERATIONS BEFORE INCOME TAXES AND INTEREST IN EARNINGS OF ASSOCIATES	(19		)	67			8			389			—			445
(Benefit)/provision for income taxes	(1		)	5			1			49			—			54
(LOSS)/INCOME FROM OPERATIONS BEFORE INTEREST IN EARNINGS OF ASSOCIATES	(18		)	62			7			340			—			391
Interest in earnings of associates, net of tax	—			—			—			2			—			2
Equity account for subsidiaries	395			323			225			—			(943		)	—
NET INCOME	377			385			232			342			(943		)	393
Income attributable to non-controlling interests	—			—			—			(16		)	—			(16		)
NET INCOME ATTRIBUTABLE TO WILLIS TOWERS WATSON	$	377		$	385		$	232		$	326		$	(943	)	$	377

Comprehensive income before non-controlling interests	$	485		$	490		$	334		$	438		$	(1,235	)	$	512
Comprehensive income attributable to non-controlling interests	—			—			—			(27		)	—			(27		)
Comprehensive income attributable to Willis Towers Watson	$	485		$	490		$	334		$	411		$	(1,235	)	$	485

Unaudited Condensed Consolidating Statement of Comprehensive Income



	Six Months Ended June 30, 2016
	Willis Towers Watson			The Other Guarantors			The Issuer			Other			Consolidating adjustments			Consolidated
Revenues
Commissions and fees	$	—		$	11		$	—		$	4,102		$	—		$	4,113
Interest and other income	—			1			—			69			—			70
Total revenues	—			12			—			4,171			—			4,183
Costs of providing services
Salaries and benefits	1			25			—			2,371			—			2,397
Other operating expenses	3			129			—			672			—			804
Depreciation	—			9			—			78			—			87
Amortization	—			—			—			286			—			286
Restructuring costs	—			27			—			39			—			66
Integration expenses	—			22			—			59			—			81
Total costs of providing services	4			212			—			3,505			—			3,721
(Loss)/income from operations	(4		)	(200		)	—			666			—			462
Income from Group undertakings	—			(296		)	(64		)	(70		)	430			—
Expenses due to Group undertakings	—			116			13			301			(430		)	—
Interest expense	17			18			44			14			—			93
Other expense/(income), net	1			(2		)	—			13			—			12
(LOSS)/INCOME FROM OPERATIONS BEFORE INCOME TAXES AND INTEREST IN EARNINGS OF ASSOCIATES	(22		)	(36		)	7			408			—			357
(Benefit)/provision for income taxes	—			(55		)	1			91			—			37
(LOSS)/INCOME FROM OPERATIONS BEFORE INTEREST IN EARNINGS OF ASSOCIATES	(22		)	19			6			317			—			320
Interest in earnings of associates, net of tax	—			—			—			1			—			1
Equity account for subsidiaries	332			288			112			—			(732		)	—
NET INCOME	310			307			118			318			(732		)	321
Income attributable to non-controlling interests	—			—			—			(11		)	—			(11		)
NET INCOME ATTRIBUTABLE TO WILLIS TOWERS WATSON	$	310		$	307		$	118		$	307		$	(732	)	$	310

Comprehensive income before non-controlling interests	$	166		$	162		$	56		$	179		$	(394	)	$	169
Comprehensive income attributable to non-controlling interests	—			—			—			(3		)	—			(3		)
Comprehensive income attributable to Willis Towers Watson	$	166		$	162		$	56		$	176		$	(394	)	$	166

Unaudited Condensed Consolidating Balance Sheet



	As of June 30, 2017
	Willis Towers Watson		The Other Guarantors		The Issuer		Other		Consolidating adjustments			Consolidated
ASSETS
Cash and cash equivalents	$	—	$	7	$	—	$	845	$	—		$	852
Fiduciary assets	—		—		—		12,751		—			12,751
Accounts receivable, net	—		5		—		2,283		—			2,288
Prepaid and other current assets	1		147		1		199		(6		)	342
Amounts due from group undertakings	6,283		1,736		1,503		2,559		(12,081		)	—
Total current assets	6,284		1,895		1,504		18,637		(12,087		)	16,233
Investments in subsidiaries	4,562		9,324		8,344		—		(22,230		)	—
Fixed assets, net	—		36		—		859		—			895
Goodwill	—		—		—		10,509		—			10,509
Other intangible assets, net	—		61		—		4,156		(61		)	4,156
Pension benefits assets	—		—		—		595		—			595
Other non-current assets	—		226		3		369		(212		)	386
Non-current amounts due from group undertakings	—		4,461		1,318		—		(5,779		)	—
Total non-current assets	4,562		14,108		9,665		16,488		(28,282		)	16,541
TOTAL ASSETS	$	10,846	$	16,003	$	11,169	$	35,125	$	(40,369	)	$	32,774
LIABILITIES AND EQUITY
Fiduciary liabilities	$	—	$	—	$	—	$	12,751	$	—		$	12,751
Deferred revenue and accrued expenses	—		57		—		1,346		(92		)	1,311
Short-term debt and current portion of long-term debt	—		—		—		85		—			85
Other current liabilities	87		165		28		606		(4		)	882
Amounts due to group undertakings	—		9,416		423		2,242		(12,081		)	—
Total current liabilities	87		9,638		451		17,030		(12,177		)	15,029
Long-term debt	496		830		2,643		128		—			4,097
Liability for pension benefits	—		—		—		1,271		—			1,271
Deferred tax liabilities	—		—		—		1,024		(201		)	823
Provision for liabilities	—		120		—		517		—			637
Other non-current liabilities	—		33		—		454		(14		)	473
Non-current amounts due to group undertakings	—		519		—		5,260		(5,779		)	—
Total non-current liabilities	496		1,502		2,643		8,654		(5,994		)	7,301
TOTAL LIABILITIES	583		11,140		3,094		25,684		(18,171		)	22,330
REDEEMABLE NON-CONTROLLING INTEREST	—		—		—		57		—			57
EQUITY
Total Willis Towers Watson shareholders’ equity	10,263		4,863		8,075		9,260		(22,198		)	10,263
Non-controlling interests	—		—		—		124		—			124
Total equity	10,263		4,863		8,075		9,384		(22,198		)	10,387
TOTAL LIABILITIES AND EQUITY	$	10,846	$	16,003	$	11,169	$	35,125	$	(40,369	)	$	32,774

Unaudited Condensed Consolidating 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 NON-CONTROLLING INTEREST	—		—		—		51		—			51
EQUITY
Total Willis Towers Watson shareholders’ equity	10,065		3,243		6,975		9,077		(19,295		)	10,065
Non-controlling 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

Unaudited Condensed Consolidating Statement of Cash Flows



	Six Months Ended June 30, 2017
	Willis Towers Watson			The Other Guarantors			The Issuer			Other			Consolidating adjustments			Consolidated
NET CASH FROM/(USED IN) OPERATING ACTIVITIES	$	448		$	(274	)	$	434		$	(116	)	$	(173	)	$	319
CASH FLOWS (USED IN)/FROM INVESTING ACTIVITIES
Additions to fixed assets and software for internal use	—			(5		)	—			(114		)	—			(119		)
Capitalized software costs	—			—			—			(32		)	—			(32		)
Acquisitions of operations, net of cash acquired	—			—			—			(13		)	—			(13		)
Other, net	—			—			—			9			—			9
Proceeds from intercompany investing activities	1,008			75			219			215			(1,517		)	—
Repayments of intercompany investing activities	(60		)	(3		)	(692		)	(31		)	786			—
Reduction in investment in subsidiaries	—			1,000			—			59			(1,059		)	—
Additional investment in subsidiaries	(1,000		)	(59		)	—			—			1,059			—
Net cash (used in)/from investing activities	$	(52	)	$	1,008		$	(473	)	$	93		$	(731	)	$	(155	)
CASH FLOWS (USED IN)/FROM FINANCING ACTIVITIES
Net borrowings on revolving credit facility	—			—			283			—			—			283
Senior notes issued	—			650			—			—			—			650
Proceeds from issuance of other debt	—			—			—			32			—			32
Debt issuance costs	—			(5		)	(4		)	—			—			(9		)
Repayments of debt	—			(399		)	(215		)	(81		)	—			(695		)
Repurchase of shares	(296		)	—			—			—			—			(296		)
Proceeds from issuance of shares	37			—			—			—			—			37
Cash paid for employee taxes on withholding shares	—			—			—			(3		)	—			(3		)
Payments of deferred and contingent consideration related to acquisitions	—			—			—			(44		)	—			(44		)
Dividends paid	(137		)	(57		)	—			(116		)	173			(137		)
Acquisitions of and dividends paid to non-controlling interests	—			—			—			(14		)	—			(14		)
Proceeds from intercompany financing activities	—			324			—			462			(786		)	—
Repayments of intercompany financing activities	—			(1,240		)	(25		)	(252		)	1,517			—
Net cash (used in)/from financing activities	$	(396	)	$	(727	)	$	39		$	(16	)	$	904		$	(196	)
INCREASE/(DECREASE) IN CASH AND CASH EQUIVALENTS	—			7			—			(39		)	—			(32		)
Effect of exchange rate changes on cash and cash equivalents	—			—			—			14			—			14
CASH AND CASH EQUIVALENTS, BEGINNING OF PERIOD	—			—			—			870			—			870
CASH AND CASH EQUIVALENTS, END OF PERIOD	$	—		$	7		$	—		$	845		$	—		$	852

Unaudited Condensed Consolidating Statement of Cash Flows



	Six Months Ended June 30, 2016
	Willis Towers Watson			The Other Guarantors			The Issuer			Other			Consolidating adjustments			Consolidated
NET CASH FROM/(USED IN) OPERATING ACTIVITIES	$	42		$	(228	)	$	(377	)	$	1,000		$	(1	)	$	436
CASH FLOWS FROM/(USED IN) INVESTING ACTIVITIES
Additions to fixed assets and software for internal use	—			(14		)	—			(78		)	—			(92		)
Capitalized software costs	—			—			—			(42		)	—			(42		)
Acquisitions of operations, net of cash acquired	—			—			—			419			—			419
Other, net	—			—			—			23			—			23
Proceeds from intercompany investing activities	—			12			—			—			(12		)	—
Repayments of intercompany investing activities	(4,268		)	(3,512		)	(184		)	(696		)	8,660			—
Reduction in investment subsidiaries	4,600			3,600			—			—			(8,200		)	—
Additional investment in subsidiaries	—			(4,600		)	—			(3,600		)	8,200			—
Net cash from/(used in) investing activities	$	332		$	(4,514	)	$	(184	)	$	(3,974	)	$	8,648		$	308
CASH FLOWS (USED IN)/FROM FINANCING ACTIVITIES
Net payments on revolving credit facility	—			—			(393		)	—			—			(393		)
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		)	—			(1,026		)	(500		)	—			(1,826		)
Repurchase of shares	(38		)	—			—			—			—			(38		)
Proceeds from issuance of shares	28			—			—			—			—			28
Dividends paid	(67		)	—			—			(1		)	1			(67		)
Cash paid for employee taxes on withholding shares	—			—			—			(9		)	—			(9		)
Acquisitions of and dividends paid to non-controlling interests	—			—			—			(15		)	—			(15		)
Proceeds from intercompany financing activities	—			4,803			—			3,857			(8,660		)	—
Repayments of intercompany financing activities	—			—			(12		)	—			12			—
Net cash (used in)/from financing activities	$	(377	)	$	4,803		$	561		$	3,336		$	(8,647	)	$	(324	)
(DECREASE)/INCREASE IN CASH AND CASH EQUIVALENTS	(3		)	61			—			362			—			420
Effect of exchange rate changes on cash and cash equivalents	—			—			—			(3		)	—			(3		)
CASH AND CASH EQUIVALENTS, BEGINNING OF PERIOD	3			2			—			527			—			532
CASH AND CASH EQUIVALENTS, END OF PERIOD	$	—		$	63		$	—		$	886		$	—		$	949

Condensed Financial Information of Parent Company Only Disclosure [Abstract]

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

6 Months Ended

Jun. 30, 2017

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.

Unaudited Condensed Consolidating Statement of Comprehensive Income



	Three Months Ended June 30, 2017
	Willis Towers Watson			The Other Guarantors			The Issuer			Other			Consolidating adjustments			Consolidated
Revenues
Commissions and fees	$	—		$	—		$	5		$	1,925		$	—		$	1,930
Interest and other income	—			—			—			23			—			23
Total revenues	—			—			5			1,948			—			1,953
Costs of providing services
Salaries and benefits	1			—			10			1,137			—			1,148
Other operating expenses	1			37			—			353			—			391
Depreciation	—			2			—			49			—			51
Amortization	—			2			—			147			—			149
Restructuring costs	—			—			(3		)	30			—			27
Integration expenses	—			29			(1		)	35			—			63
Total costs of providing services	2			70			6			1,751			—			1,829
(Loss)/income from operations	(2		)	(70		)	(1		)	197			—			124
Income from Group undertakings	—			(138		)	(41		)	(15		)	194			—
Expenses due to Group undertakings	—			—			50			144			(194		)	—
Interest expense	8			26			6			6			—			46
Other expense, net	—			—			—			30			—			30
(LOSS)/INCOME FROM OPERATIONS BEFORE INCOME TAXES AND INTEREST IN EARNINGS OF ASSOCIATES	(10		)	42			(16		)	32			—			48
(Benefit)/provision for income taxes	(1		)	5			(1		)	5			—			8
(LOSS)/INCOME FROM OPERATIONS BEFORE INTEREST IN EARNINGS OF ASSOCIATES	(9		)	37			(15		)	27			—			40
Interest in earnings of associates, net of tax	—			—			—			1			—			1
Equity account for subsidiaries	42			(11		)	50			—			(81		)	—
NET INCOME	33			26			35			28			(81		)	41
Income attributable to non-controlling interests	—			—			—			(8		)	—			(8		)
NET INCOME ATTRIBUTABLE TO WILLIS TOWERS WATSON	$	33		$	26		$	35		$	20		$	(81	)	$	33

Comprehensive income before non-controlling interests	$	165		$	156		$	136		$	152		$	(428	)	$	181
Comprehensive income attributable to non-controlling interest	—			—			—			(16		)	—			(16		)
Comprehensive income attributable to Willis Towers Watson	$	165		$	156		$	136		$	136		$	(428	)	$	165

Unaudited Condensed Consolidating Statement of Comprehensive Income



	Three Months Ended June 30, 2016
	Willis Towers Watson			The Other Guarantors			The Issuer			Other			Consolidating adjustments			Consolidated
Revenues
Commissions and fees	$	—		$	—		$	4		$	1,890		$	—		$	1,894
Interest and other income	—			1			—			54			—			55
Total revenues	—			1			4			1,944			—			1,949
Costs of providing services
Salaries and benefits	1			1			10			1,189			—			1,201
Other operating expenses	2			22			14			335			—			373
Depreciation	—			1			3			40			—			44
Amortization	—			—			—			125			—			125
Restructuring costs	—			7			7			27			—			41
Integration expenses	(1		)	—			4			26			—			29
Total costs of providing services	2			31			38			1,742			—			1,813
(Loss)/income from operations	(2		)	(30		)	(34		)	202			—			136
Income from Group undertakings	—			(120		)	(62		)	(40		)	222			—
Expenses due to Group undertakings	—			26			43			153			(222		)	—
Interest expense	6			26			9			6			—			47
Other income, net	—			(2		)	—			(4		)	—			(6		)
(LOSS)/INCOME FROM OPERATIONS BEFORE INCOME TAXES AND INTEREST IN EARNINGS OF ASSOCIATES	(8		)	40			(24		)	87			—			95
(Benefit)/provision for income taxes	—			(10		)	(3		)	32			—			19
(LOSS)/INCOME FROM OPERATIONS BEFORE INTEREST IN EARNINGS OF ASSOCIATES	(8		)	50			(21		)	55			—			76
Equity account for subsidiaries	80			7			107			—			(194		)	—
NET INCOME	72			57			86			55			(194		)	76
Income attributable to non-controlling interests	—			—			—			(4		)	—			(4		)
NET INCOME ATTRIBUTABLE TO WILLIS TOWERS WATSON	$	72		$	57		$	86		$	51		$	(194	)	$	72

Comprehensive (loss)/income before non-controlling interests	$	(56	)	$	(70	)	$	27		$	(61	)	$	98		$	(62	)
Comprehensive loss attributable to non-controlling interest	—			—			—			6			—			6
Comprehensive (loss)/income attributable to Willis Towers Watson	$	(56	)	$	(70	)	$	27		$	(55	)	$	98		$	(56	)

Unaudited Condensed Consolidating Statement of Comprehensive Income



	Six Months Ended June 30, 2017
	Willis Towers Watson			The Other Guarantors			The Issuer			Other			Consolidating adjustments			Consolidated
Revenues
Commissions and fees	$	—		$	—		$	11		$	4,222		$	—		$	4,233
Interest and other income	—			—			—			39			—			39
Total revenues	—			—			11			4,261			—			4,272
Costs of providing services
Salaries and benefits	2			—			20			2,317			—			2,339
Other operating expenses	2			44			10			736			—			792
Depreciation	—			3			—			94			—			97
Amortization	—			2			—			298			—			300
Restructuring costs	—			4			—			50			—			54
Integration expenses	—			30			2			71			—			103
Total costs of providing services	4			83			32			3,566			—			3,685
(Loss)/income from operations	(4		)	(83		)	(21		)	695			—			587
Income from Group undertakings	—			(266		)	(114		)	(73		)	453			—
Expenses due to Group undertakings	—			39			96			318			(453		)	—
Interest expense	15			50			16			11			—			92
Other expense, net	—			—			—			50			—			50
(LOSS)/INCOME FROM OPERATIONS BEFORE INCOME TAXES AND INTEREST IN EARNINGS OF ASSOCIATES	(19		)	94			(19		)	389			—			445
(Benefit)/provision for income taxes	(1		)	9			(3		)	49			—			54
(LOSS)/INCOME FROM OPERATIONS BEFORE INTEREST IN EARNINGS OF ASSOCIATES	(18		)	85			(16		)	340			—			391
Interest in earnings of associates, net of tax	—			—			—			2			—			2
Equity account for subsidiaries	395			300			225			—			(920		)	—
NET INCOME	377			385			209			342			(920		)	393
Income attributable to non-controlling interests	—			—			—			(16		)	—			(16		)
NET INCOME ATTRIBUTABLE TO WILLIS TOWERS WATSON	$	377		$	385		$	209		$	326		$	(920	)	$	377

Comprehensive income before non-controlling interests	$	485		$	490		$	283		$	438		$	(1,184	)	$	512
Comprehensive income attributable to non-controlling interests	—			—			—			(27		)	—			(27		)
Comprehensive income attributable to Willis Towers Watson	$	485		$	490		$	283		$	411		$	(1,184	)	$	485

Unaudited Condensed Consolidating Statement of Comprehensive Income



	Six Months Ended June 30, 2016
	Willis Towers Watson			The Other Guarantors			The Issuer			Other			Consolidating adjustments			Consolidated
Revenues
Commissions and fees	$	—		$	—		$	11		$	4,102		$	—		$	4,113
Interest and other income	—			1			—			69			—			70
Total revenues	—			1			11			4,171			—			4,183
Costs of providing services
Salaries and benefits	1			1			24			2,371			—			2,397
Other operating expenses	3			57			72			672			—			804
Depreciation	—			2			7			78			—			87
Amortization	—			—			—			286			—			286
Restructuring costs	—			11			16			39			—			66
Integration expenses	—			12			10			59			—			81
Total costs of providing services	4			83			129			3,505			—			3,721
(Loss)/income from operations	(4		)	(82		)	(118		)	666			—			462
Income from Group undertakings	—			(241		)	(116		)	(70		)	427			—
Expenses due to Group undertakings	—			40			86			301			(427		)	—
Interest expense	17			43			19			14			—			93
Other expense/(income), net	1			(2		)	—			13			—			12
(LOSS)/INCOME FROM OPERATIONS BEFORE INCOME TAXES AND INTEREST IN EARNINGS OF ASSOCIATES	(22		)	78			(107		)	408			—			357
(Benefit)/provision for income taxes	—			(23		)	(31		)	91			—			37
(LOSS)/INCOME FROM OPERATIONS BEFORE INTEREST IN EARNINGS OF ASSOCIATES	(22		)	101			(76		)	317			—			320
Interest in earnings of associates, net of tax	—			—			—			1			—			1
Equity account for subsidiaries	332			206			121			—			(659		)	—
NET INCOME	310			307			45			318			(659		)	321
Income attributable to non-controlling interests	—			—			—			(11		)	—			(11		)
NET INCOME ATTRIBUTABLE TO WILLIS TOWERS WATSON	$	310		$	307		$	45		$	307		$	(659	)	$	310

Comprehensive income/(loss) before non-controlling interests	$	166		$	162		$	(31	)	$	179		$	(307	)	$	169
Comprehensive income attributable to non-controlling interest	—			—			—			(3		)	—			(3		)
Comprehensive income/(loss) attributable to Willis Towers Watson	$	166		$	162		$	(31	)	$	176		$	(307	)	$	166

Unaudited Condensed Consolidating Balance Sheet



	As of June 30, 2017
	Willis Towers Watson		The Other Guarantors		The Issuer		Other		Consolidating adjustments			Consolidated
ASSETS
Cash and cash equivalents	$	—	$	7	$	—	$	845	$	—		$	852
Fiduciary assets	—		—		—		12,751		—			12,751
Accounts receivable, net	—		—		5		2,283		—			2,288
Prepaid and other current assets	1		37		107		199		(2		)	342
Amounts due from group undertakings	6,283		1,276		1,701		2,559		(11,819		)	—
Total current assets	6,284		1,320		1,813		18,637		(11,821		)	16,233
Investments in subsidiaries	4,562		8,614		6,024		—		(19,200		)	—
Fixed assets, net	—		36		—		859		—			895
Goodwill	—		—		—		10,509		—			10,509
Other intangible assets, net	—		61		—		4,156		(61		)	4,156
Pension benefits assets	—		—		—		595		—			595
Other non-current assets	—		11		218		369		(212		)	386
Non-current amounts due from group undertakings	—		4,918		861		—		(5,779		)	—
Total non-current assets	4,562		13,640		7,103		16,488		(25,252		)	16,541
TOTAL ASSETS	$	10,846	$	14,960	$	8,916	$	35,125	$	(37,073	)	$	32,774
LIABILITIES AND EQUITY
Fiduciary liabilities	$	—	$	—	$	—	$	12,751	$	—		$	12,751
Deferred revenue and accrued expenses	—		4		53		1,346		(92		)	1,311
Short-term debt and current portion of long-term debt	—		—		—		85		—			85
Other current liabilities	87		65		124		606		—			882
Amounts due to group undertakings	—		7,370		2,207		2,242		(11,819		)	—
Total current liabilities	87		7,439		2,384		17,030		(11,911		)	15,029
Long-term debt	496		2,643		830		128		—			4,097
Liability for pension benefits	—		—		—		1,271		—			1,271
Deferred tax liabilities	—		—		—		1,024		(201		)	823
Provision for liabilities	—		—		120		517		—			637
Other non-current liabilities	—		15		18		454		(14		)	473
Non-current amounts due to group undertakings	—		—		519		5,260		(5,779		)	—
Total non-current liabilities	496		2,658		1,487		8,654		(5,994		)	7,301
TOTAL LIABILITIES	583		10,097		3,871		25,684		(17,905		)	22,330
REDEEMABLE NON-CONTROLLING INTEREST	—		—		—		57		—			57
EQUITY
Total Willis Towers Watson shareholders’ equity	10,263		4,863		5,045		9,260		(19,168		)	10,263
Non-controlling interests	—		—		—		124		—			124
Total equity	10,263		4,863		5,045		9,384		(19,168		)	10,387
TOTAL LIABILITIES AND EQUITY	$	10,846	$	14,960	$	8,916	$	35,125	$	(37,073	)	$	32,774

Unaudited Condensed Consolidating 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 NON-CONTROLLING INTEREST	—		—		—		51		—			51
EQUITY
Total Willis Towers Watson shareholders’ equity	10,065		3,243		4,258		9,077		(16,578		)	10,065
Non-controlling interests	—		—		—		118		—			118
Total equity	10,065		3,243		4,258		9,195		(16,578		)	10,183
TOTAL LIABILITIES AND EQUITY	$	10,638	$	14,251	$	7,616	$	32,526	$	(34,778	)	$	30,253

Unaudited Condensed Consolidating Statement of Cash Flows



	Six Months Ended June 30, 2017
	Willis Towers Watson			The Other Guarantors			The Issuer			Other			Consolidating adjustments			Consolidated
NET CASH FROM/(USED IN) OPERATING ACTIVITIES	$	448		$	123		$	39		$	(116	)	$	(175	)	$	319
CASH FLOWS (USED IN)/FROM INVESTING ACTIVITIES
Additions to fixed assets and software for internal use	—			(5		)	—			(114		)	—			(119		)
Capitalized software costs	—			—			—			(32		)	—			(32		)
Acquisitions of operations, net of cash acquired	—			—			—			(13		)	—			(13		)
Other, net	—			—			—			9			—			9
Proceeds from intercompany investing activities	1,008			284			10			215			(1,517		)	—
Repayments of intercompany investing activities	(60		)	(400		)	(3		)	(31		)	494			—
Reduction in investment in subsidiaries	—			1,000			—			59			(1,059		)	—
Additional investment in subsidiaries	(1,000		)	(59		)	—			—			1,059			—
Net cash (used in)/from investing activities	$	(52	)	$	820		$	7		$	93		$	(1,023	)	$	(155	)
CASH FLOWS USED IN FINANCING ACTIVITIES
Net borrowings on revolving credit facility	—			283			—			—			—			283
Senior notes issued	—			—			650			—			—			650
Proceeds from issuance of other debt	—			—			—			32			—			32
Debt issuance costs	—			(4		)	(5		)	—			—			(9		)
Repayments of debt	—			(215		)	(399		)	(81		)	—			(695		)
Repurchase of shares	(296		)	—			—			—			—			(296		)
Proceeds from issuance of shares	37			—			—			—			—			37
Cash paid for employee taxes on withholding shares	—			—			—			(3		)	—			(3		)
Payments of deferred and contingent consideration related to acquisitions	—			—			—			(44		)	—			(44		)
Dividends paid	(137		)	—			(59		)	(116		)	175			(137		)
Acquisitions of and dividends paid to non-controlling interests	—			—			—			(14		)	—			(14		)
Proceeds from intercompany financing activities	—			32			—			462			(494		)	—
Repayments of intercompany financing activities	—			(1,032		)	(233		)	(252		)	1,517			—
Net cash used in financing activities	$	(396	)	$	(936	)	$	(46	)	$	(16	)	$	1,198		$	(196	)
INCREASE/(DECREASE) IN CASH AND CASH EQUIVALENTS	—			7			—			(39		)	—			(32		)
Effect of exchange rate changes on cash and cash equivalents	—			—			—			14			—			14
CASH AND CASH EQUIVALENTS, BEGINNING OF PERIOD	—			—			—			870			—			870
CASH AND CASH EQUIVALENTS, END OF PERIOD	$	—		$	7		$	—		$	845		$	—		$	852

Unaudited Condensed Consolidating Statement of Cash Flows



	Six Months Ended June 30, 2016
	Willis Towers Watson			The Other Guarantors			The Issuer			Other			Consolidating adjustments			Consolidated
NET CASH FROM/(USED IN) OPERATING ACTIVITIES	$	42		$	(418	)	$	(187	)	$	1,000		$	(1	)	$	436
CASH FLOWS FROM/(USED IN) INVESTING ACTIVITIES
Additions to fixed assets and software for internal use	—			(9		)	(5		)	(78		)	—			(92		)
Capitalized software costs	—			—			—			(42		)	—			(42		)
Acquisitions of operations, net of cash acquired	—			—			—			419			—			419
Other, net	—			—			—			23			—			23
Repayments of intercompany investing activities	(4,268		)	(3,696		)	—			(696		)	8,660			—
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	$	332		$	(4,705	)	$	(5	)	$	(3,974	)	$	8,660		$	308
CASH FLOWS (USED IN)/FROM FINANCING ACTIVITIES
Net payments on revolving credit facility	—			(393		)	—			—			—			(393		)
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		)	(1,026		)	—			(500		)	—			(1,826		)
Repurchase of shares	(38		)	—			—			—			—			(38		)
Proceeds from issuance of shares	28			—			—			—			—			28
Dividends paid	(67		)	—			—			(1		)	1			(67		)
Cash paid for employee taxes on withholding shares	—			—			—			(9		)	—			(9		)
Acquisitions of and dividends paid to non-controlling interests	—			—			—			(15		)	—			(15		)
Proceeds from intercompany financing activities	—			4,611			192			3,857			(8,660		)	—
Net cash (used in)/from financing activities	$	(377	)	$	5,184		$	192		$	3,336		$	(8,659	)	$	(324	)
(DECREASE)/INCREASE IN CASH AND CASH EQUIVALENTS	(3		)	61			—			362			—			420
Effect of exchange rate changes on cash and cash equivalents	—			—			—			(3		)	—			(3		)
CASH AND CASH EQUIVALENTS, BEGINNING OF PERIOD	3			2			—			527			—			532
CASH AND CASH EQUIVALENTS, END OF PERIOD	$	—		$	63		$	—		$	886		$	—		$	949

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.

Unaudited Condensed Consolidating Statement of Comprehensive Income



	Three Months Ended June 30, 2017
	Willis Towers Watson — the Parent Issuer			The Guarantors			Other			Consolidating adjustments			Consolidated
Revenues
Commissions and fees	$	—		$	5		$	1,925		$	—		$	1,930
Interest and other income	—			—			23			—			23
Total revenues	—			5			1,948			—			1,953
Costs of providing services
Salaries and benefits	1			10			1,137			—			1,148
Other operating expenses	1			37			353			—			391
Depreciation	—			2			49			—			51
Amortization	—			2			147			—			149
Restructuring costs	—			(3		)	30			—			27
Integration expenses	—			28			35			—			63
Total costs of providing services	2			76			1,751			—			1,829
(Loss)/income from operations	(2		)	(71		)	197			—			124
Income from Group undertakings	—			(149		)	(15		)	164			—
Expenses due to Group undertakings	—			20			144			(164		)	—
Interest expense	8			32			6			—			46
Other expense, net	—			—			30			—			30
(LOSS)/INCOME FROM OPERATIONS BEFORE INCOME TAXES AND INTEREST IN EARNINGS OF ASSOCIATES	(10		)	26			32			—			48
(Benefit)/provision for income taxes	(1		)	4			5			—			8
(LOSS)/INCOME FROM OPERATIONS BEFORE INTEREST IN EARNINGS OF ASSOCIATES	(9		)	22			27			—			40
Interest in earnings of associates, net of tax	—			—			1			—			1
Equity account for subsidiaries	42			4			—			(46		)	—
NET INCOME	33			26			28			(46		)	41
Income attributable to non-controlling interests	—			—			(8		)	—			(8		)
NET INCOME ATTRIBUTABLE TO WILLIS TOWERS WATSON	$	33		$	26		$	20		$	(46	)	$	33

Comprehensive income before non-controlling interests	$	165		$	156		$	152		$	(292	)	$	181
Comprehensive income attributable to non-controlling interests	—			—			(16		)	—			(16		)
Comprehensive income attributable to Willis Towers Watson	$	165		$	156		$	136		$	(292	)	$	165

Unaudited Condensed Consolidating Statement of Comprehensive Income



	Three Months Ended June 30, 2016
	Willis Towers Watson — the Parent Issuer			The Guarantors			Other			Consolidating adjustments			Consolidated
Revenues
Commissions and fees	$	—		$	4		$	1,890		$	—		$	1,894
Interest and other income	—			1			54			—			55
Total revenues	—			5			1,944			—			1,949
Costs of providing services
Salaries and benefits	1			11			1,189			—			1,201
Other operating expenses	2			36			335			—			373
Depreciation	—			4			40			—			44
Amortization	—			—			125			—			125
Restructuring costs	—			14			27			—			41
Integration expenses	(1		)	4			26			—			29
Total costs of providing services	2			69			1,742			—			1,813
(Loss)/income from operations	(2		)	(64		)	202			—			136
Income from Group undertakings	—			(155		)	(40		)	195			—
Expenses due to Group undertakings	—			42			153			(195		)	—
Interest expense	6			35			6			—			47
Other income, net	—			(2		)	(4		)	—			(6		)
(LOSS)/INCOME FROM OPERATIONS BEFORE INCOME TAXES AND INTEREST IN EARNINGS OF ASSOCIATES	(8		)	16			87			—			95
(Benefit)/provision for income taxes	—			(13		)	32			—			19
(LOSS)/INCOME FROM OPERATIONS BEFORE INTEREST IN EARNINGS OF ASSOCIATES	(8		)	29			55			—			76
Equity account for subsidiaries	80			28			—			(108		)	—
NET INCOME	72			57			55			(108		)	76
Income attributable to non-controlling interests	—			—			(4		)	—			(4		)
NET INCOME ATTRIBUTABLE TO WILLIS TOWERS WATSON	$	72		$	57		$	51		$	(108	)	$	72

Comprehensive loss before non-controlling interests	$	(56	)	$	(70	)	$	(62	)	$	126		$	(62	)
Comprehensive loss attributable to non-controlling interests	—			—			6			—			6
Comprehensive loss attributable to Willis Towers Watson	$	(56	)	$	(70	)	$	(56	)	$	126		$	(56	)

Unaudited Condensed Consolidating Statement of Comprehensive Income



	Six Months Ended June 30, 2017
	Willis Towers Watson — the Parent Issuer			The Guarantors			Other			Consolidating adjustments			Consolidated
Revenues
Commissions and fees	$	—		$	11		$	4,222		$	—		$	4,233
Interest and other income	—			—			39			—			39
Total revenues	—			11			4,261			—			4,272
Costs of providing services
Salaries and benefits	2			20			2,317			—			2,339
Other operating expenses	2			54			736			—			792
Depreciation	—			3			94			—			97
Amortization	—			2			298			—			300
Restructuring costs	—			4			50			—			54
Integration expenses	—			32			71			—			103
Total costs of providing services	4			115			3,566			—			3,685
(Loss)/income from operations	(4		)	(104		)	695			—			587
Income from Group undertakings	—			(323		)	(73		)	396			—
Expenses due to Group undertakings	—			78			318			(396		)	—
Interest expense	15			66			11			—			92
Other expense, net	—			—			50			—			50
(LOSS)/INCOME FROM OPERATIONS BEFORE INCOME TAXES AND INTEREST IN EARNINGS OF ASSOCIATES	(19		)	75			389			—			445
(Benefit)/provision for income taxes	(1		)	6			49			—			54
(LOSS)/INCOME FROM OPERATIONS BEFORE INTEREST IN EARNINGS OF ASSOCIATES	(18		)	69			340			—			391
Interest in earnings of associates, net of tax	—			—			2			—			2
Equity account for subsidiaries	395			316			—			(711		)	—
NET INCOME	377			385			342			(711		)	393
Income attributable to non-controlling interests	—			—			(16		)	—			(16		)
NET INCOME ATTRIBUTABLE TO WILLIS TOWERS WATSON	$	377		$	385		$	326		$	(711	)	$	377

Comprehensive income before non-controlling interests	$	485		$	490		$	438		$	(901	)	$	512
Comprehensive income attributable to non-controlling interests	—			—			(27		)	—			(27		)
Comprehensive income attributable to Willis Towers Watson	$	485		$	490		$	411		$	(901	)	$	485

Unaudited Condensed Consolidating Statement of Comprehensive Income



	Six Months Ended June 30, 2016
	Willis Towers Watson — the Parent Issuer			The Guarantors			Other			Consolidating adjustments			Consolidated
Revenues
Commissions and fees	$	—		$	11		$	4,102		$	—		$	4,113
Interest and other income	—			1			69			—			70
Total revenues	—			12			4,171			—			4,183
Costs of providing services
Salaries and benefits	1			25			2,371			—			2,397
Other operating expenses	3			129			672			—			804
Depreciation	—			9			78			—			87
Amortization	—			—			286			—			286
Restructuring costs	—			27			39			—			66
Integration expenses	—			22			59			—			81
Total costs of providing services	4			212			3,505			—			3,721
(Loss)/income from operations	(4		)	(200		)	666			—			462
Income from Group undertakings	—			(302		)	(70		)	372			—
Expenses due to Group undertakings	—			71			301			(372		)	—
Interest expense	17			62			14			—			93
Other expense/(income), net	1			(2		)	13			—			12
(LOSS)/INCOME FROM OPERATIONS BEFORE INCOME TAXES AND INTEREST IN EARNINGS OF ASSOCIATES	(22		)	(29		)	408			—			357
(Benefit)/provision for income taxes	—			(54		)	91			—			37
(LOSS)/INCOME FROM OPERATIONS BEFORE INTEREST IN EARNINGS OF ASSOCIATES	(22		)	25			317			—			320
Interest in earnings of associates, net of tax	—			—			1			—			1
Equity account for subsidiaries	332			282			—			(614		)	—
NET INCOME	310			307			318			(614		)	321
Income attributable to non-controlling interests	—			—			(11		)	—			(11		)
NET INCOME ATTRIBUTABLE TO WILLIS TOWERS WATSON	$	310		$	307		$	307		$	(614	)	$	310

Comprehensive income before non-controlling interests	$	166		$	162		$	179		$	(338	)	$	169
Comprehensive income attributable to non-controlling interests	—			—			(3		)	—			(3		)
Comprehensive income attributable to Willis Towers Watson	$	166		$	162		$	176		$	(338	)	$	166

Unaudited Condensed Consolidating Balance Sheet



	As of June 30, 2017
	Willis Towers Watson — the Parent Issuer		The Guarantors		Other		Consolidating adjustments			Consolidated
ASSETS
Cash and cash equivalents	$	—	$	7	$	845	$	—		$	852
Fiduciary assets	—		—		12,751		—			12,751
Accounts receivable, net	—		5		2,283		—			2,288
Prepaid and other current assets	1		144		199		(2		)	342
Amounts due from group undertakings	6,283		1,729		2,559		(10,571		)	—
Total current assets	6,284		1,885		18,637		(10,573		)	16,233
Investments in subsidiaries	4,562		9,593		—		(14,155		)	—
Fixed assets, net	—		36		859		—			895
Goodwill	—		—		10,509		—			10,509
Other intangible assets, net	—		61		4,156		(61		)	4,156
Pension benefits assets	—		—		595		—			595
Other non-current assets	—		229		369		(212		)	386
Non-current amounts due from group undertakings	—		5,260		—		(5,260		)	—
Total non-current assets	4,562		15,179		16,488		(19,688		)	16,541
TOTAL ASSETS	$	10,846	$	17,064	$	35,125	$	(30,261	)	$	32,774
LIABILITIES AND EQUITY
Fiduciary liabilities	$	—	$	—	$	12,751	$	—		$	12,751
Deferred revenue and accrued expenses	—		57		1,346		(92		)	1,311
Short-term debt and current portion of long-term debt	—		—		85		—			85
Other current liabilities	87		189		606		—			882
Amounts due to group undertakings	—		8,329		2,242		(10,571		)	—
Total current liabilities	87		8,575		17,030		(10,663		)	15,029
Long-term debt	496		3,473		128		—			4,097
Liability for pension benefits	—		—		1,271		—			1,271
Deferred tax liabilities	—		—		1,024		(201		)	823
Provision for liabilities	—		120		517		—			637
Other non-current liabilities	—		33		454		(14		)	473
Non-current amounts due to group undertakings	—		—		5,260		(5,260		)	—
Total non-current liabilities	496		3,626		8,654		(5,475		)	7,301
TOTAL LIABILITIES	583		12,201		25,684		(16,138		)	22,330
REDEEMABLE NON-CONTROLLING INTEREST	—		—		57		—			57
EQUITY
Total Willis Towers Watson shareholders’ equity	10,263		4,863		9,260		(14,123		)	10,263
Non-controlling interests	—		—		124		—			124
Total equity	10,263		4,863		9,384		(14,123		)	10,387
TOTAL LIABILITIES AND EQUITY	$	10,846	$	17,064	$	35,125	$	(30,261	)	$	32,774

Unaudited Condensed Consolidating Balance Sheet



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

Unaudited Condensed Consolidating Statement of Cash Flows



	Six Months Ended June 30, 2017
	Willis Towers Watson — the Parent Issuer			The Guarantors			Other			Consolidating adjustments			Consolidated
NET CASH FROM/(USED IN) OPERATING ACTIVITIES	$	448		$	103		$	(116	)	$	(116	)	$	319
CASH FLOWS (USED IN)/FROM INVESTING ACTIVITIES
Additions to fixed assets and software for internal use	—			(5		)	(114		)	—			(119		)
Capitalized software costs	—			—			(32		)	—			(32		)
Acquisitions of operations, net of cash acquired	—			—			(13		)	—			(13		)
Other, net	—			—			9			—			9
Proceeds from intercompany investing activities	1,008			252			215			(1,475		)	—
Repayments of intercompany investing activities	(60		)	(403		)	(31		)	494			—
Reduction in investment in subsidiaries	—			1,000			59			(1,059		)	—
Additional investment in subsidiaries	(1,000		)	(59		)	—			1,059			—
Net cash (used in)/from investing activities	$	(52	)	$	785		$	93		$	(981	)	$	(155	)
CASH FLOWS USED IN FINANCING ACTIVITIES
Net borrowings on revolving credit facility	—			283			—			—			283
Senior notes issued	—			650			—			—			650
Proceeds from issuance of other debt	—			—			32			—			32
Debt issuance costs	—			(9		)	—			—			(9		)
Repayments of debt	—			(614		)	(81		)	—			(695		)
Repurchase of shares	(296		)	—			—			—			(296		)
Proceeds from issuance of shares	37			—			—			—			37
Cash paid for employee taxes on withholding shares	—			—			(3		)	—			(3		)
Payments of deferred and contingent consideration related to acquisitions	—			—			(44		)	—			(44		)
Dividends paid	(137		)	—			(116		)	116			(137		)
Acquisitions of and dividends paid to non-controlling interests	—			—			(14		)	—			(14		)
Proceeds from intercompany financing activities	—			32			462			(494		)	—
Repayments of intercompany financing activities	—			(1,223		)	(252		)	1,475			—
Net cash used in financing activities	$	(396	)	$	(881	)	$	(16	)	$	1,097		$	(196	)
INCREASE/(DECREASE) IN CASH AND CASH EQUIVALENTS	—			7			(39		)	—			(32		)
Effect of exchange rate changes on cash and cash equivalents	—			—			14			—			14
CASH AND CASH EQUIVALENTS, BEGINNING OF PERIOD	—			—			870			—			870
CASH AND CASH EQUIVALENTS, END OF PERIOD	$	—		$	7		$	845		$	—		$	852

Unaudited Condensed Consolidating Statement of Cash Flows



	Six Months Ended June 30, 2016
	Willis Towers Watson — the Parent Issuer			The Guarantors			Other			Consolidating adjustments			Consolidated
NET CASH FROM/(USED IN) OPERATING ACTIVITIES	$	42		$	(605	)	$	1,000		$	(1	)	$	436
CASH FLOWS FROM/(USED IN) INVESTING ACTIVITIES
Additions to fixed assets and software for internal use	—			(14		)	(78		)	—			(92		)
Capitalized software costs	—			—			(42		)	—			(42		)
Acquisitions of operations, net of cash acquired	—			—			419			—			419
Other, net	—			—			23			—			23
Repayments of intercompany investing activities	(4,268		)	(3,696		)	(696		)	8,660			—
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	$	332		$	(4,710	)	$	(3,974	)	$	8,660		$	308
CASH FLOWS (USED IN)/FROM FINANCING ACTIVITIES
Net payments on revolving credit facility	—			(393		)	—			—			(393		)
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		)	(1,026		)	(500		)	—			(1,826		)
Repurchase of shares	(38		)	—			—			—			(38		)
Proceeds from issuance of shares	28			—			—			—			28
Dividends paid	(67		)	—			(1		)	1			(67		)
Cash paid for employee taxes on withholding shares	—			—			(9		)	—			(9		)
Acquisitions of and dividends paid to non-controlling interests	—			—			(15		)	—			(15		)
Proceeds from intercompany financing activities	—			4,803			3,857			(8,660		)	—
Net cash (used in)/from financing activities	$	(377	)	$	5,376		$	3,336		$	(8,659	)	$	(324	)
(DECREASE)/INCREASE IN CASH AND CASH EQUIVALENTS	(3		)	61			362			—			420
Effect of exchange rate changes on cash and cash equivalents	—			—			(3		)	—			(3		)
CASH AND CASH EQUIVALENTS, BEGINNING OF PERIOD	3			2			527			—			532
CASH AND CASH EQUIVALENTS, END OF PERIOD	$	—		$	63		$	886		$	—		$	949

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’.

The guarantor structure described above differs from the guarantor structure associated with the senior notes issued by Willis North America described in Note 16 and the guarantor structure associated with the senior notes issued by Willis Towers Watson described in Note 17.

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.

Unaudited Condensed Consolidating Statement of Comprehensive Income



	Three Months Ended June 30, 2017
	Willis Towers Watson			The Other Guarantors			The Issuer			Other			Consolidating adjustments			Consolidated
Revenues
Commissions and fees	$	—		$	5		$	—		$	1,925		$	—		$	1,930
Interest and other income	—			—			—			23			—			23
Total revenues	—			5			—			1,948			—			1,953
Costs of providing services
Salaries and benefits	1			10			—			1,137			—			1,148
Other operating expenses	1			37			—			353			—			391
Depreciation	—			2			—			49			—			51
Amortization	—			2			—			147			—			149
Restructuring costs	—			(3		)	—			30			—			27
Integration expenses	—			28			—			35			—			63
Total costs of providing services	2			76			—			1,751			—			1,829
(Loss)/income from operations	(2		)	(71		)	—			197			—			124
Income from Group undertakings	—			(141		)	(38		)	(15		)	194			—
Expenses due to Group undertakings	—			43			7			144			(194		)	—
Interest expense	8			6			26			6			—			46
Other expense, net	—			—			—			30			—			30
(LOSS)/INCOME FROM OPERATIONS BEFORE INCOME TAXES AND INTEREST IN EARNINGS OF ASSOCIATES	(10		)	21			5			32			—			48
(Benefit)/provision for income taxes	(1		)	3			1			5			—			8
(LOSS)/INCOME FROM OPERATIONS BEFORE INTEREST IN EARNINGS OF ASSOCIATES	(9		)	18			4			27			—			40
Interest in earnings of associates, net of tax	—			—			—			1			—			1
Equity account for subsidiaries	42			8			(115		)	—			65			—
NET INCOME/(LOSS)	33			26			(111		)	28			65			41
Income attributable to non-controlling interests	—			—			—			(8		)	—			(8		)
NET INCOME/(LOSS) ATTRIBUTABLE TO WILLIS TOWERS WATSON	$	33		$	26		$	(111	)	$	20		$	65		$	33

Comprehensive income before non-controlling interests	$	165		$	156		$	15		$	152		$	(307	)	$	181
Comprehensive income attributable to non-controlling interests	—			—			—			(16		)	—			(16		)
Comprehensive income attributable to Willis Towers Watson	$	165		$	156		$	15		$	136		$	(307	)	$	165

Unaudited Condensed Consolidating Statement of Comprehensive Income



	Three Months Ended June 30, 2016
	Willis Towers Watson			The Other Guarantors			The Issuer			Other			Consolidating adjustments			Consolidated
Revenues
Commissions and fees	$	—		$	4		$	—		$	1,890		$	—		$	1,894
Interest and other income	—			1			—			54			—			55
Total revenues	—			5			—			1,944			—			1,949
Costs of providing services
Salaries and benefits	1			11			—			1,189			—			1,201
Other operating expenses	2			36			—			335			—			373
Depreciation	—			4			—			40			—			44
Amortization	—			—			—			125			—			125
Restructuring costs	—			14			—			27			—			41
Integration expenses	(1		)	4			—			26			—			29
Total costs of providing services	2			69			—			1,742			—			1,813
(Loss)/income from operations	(2		)	(64		)	—			202			—			136
Income from Group undertakings	—			(150		)	(33		)	(40		)	223			—
Expenses due to Group undertakings	—			64			6			153			(223		)	—
Interest expense	6			9			26			6			—			47
Other income, net	—			(2		)	—			(4		)	—			(6		)
(LOSS)/INCOME FROM OPERATIONS BEFORE INCOME TAXES AND INTEREST IN EARNINGS OF ASSOCIATES	(8		)	15			1			87			—			95
(Benefit)/provision for income taxes	—			(13		)	—			32			—			19
(LOSS)/INCOME FROM OPERATIONS BEFORE INTEREST IN EARNINGS OF ASSOCIATES	(8		)	28			1			55			—			76
Equity account for subsidiaries	80			29			(62		)	—			(47		)	—
NET INCOME	72			57			(61		)	55			(47		)	76
Income attributable to non-controlling interests	—			—			—			(4		)	—			(4		)
NET INCOME/(LOSS) ATTRIBUTABLE TO WILLIS TOWERS WATSON	$	72		$	57		$	(61	)	$	51		$	(47	)	$	72

Comprehensive loss before non-controlling interests	$	(56	)	$	(70	)	$	(105	)	$	(62	)	$	231		$	(62	)
Comprehensive loss attributable to non-controlling interests	—			—			—			6			—			6
Comprehensive loss attributable to Willis Towers Watson	$	(56	)	$	(70	)	$	(105	)	$	(56	)	$	231		$	(56	)

Unaudited Condensed Consolidating Statement of Comprehensive Income



	Six Months Ended June 30, 2017
	Willis Towers Watson			The Other Guarantors			The Issuer			Other			Consolidating adjustments			Consolidated
Revenues
Commissions and fees	$	—		$	11		$	—		$	4,222		$	—		$	4,233
Interest and other income	—			—			—			39			—			39
Total revenues	—			11			—			4,261			—			4,272
Costs of providing services
Salaries and benefits	2			20			—			2,317			—			2,339
Other operating expenses	2			54			—			736			—			792
Depreciation	—			3			—			94			—			97
Amortization	—			2			—			298			—			300
Restructuring costs	—			4			—			50			—			54
Integration expenses	—			32			—			71			—			103
Total costs of providing services	4			115			—			3,566			—			3,685
(Loss)/income from operations	(4		)	(104		)	—			695			—			587
Income from Group undertakings	—			(309		)	(72		)	(73		)	454			—
Expenses due to Group undertakings	—			123			13			318			(454		)	—
Interest expense	15			15			51			11			—			92
Other expense, net	—			—			—			50			—			50
(LOSS)/INCOME FROM OPERATIONS BEFORE INCOME TAXES AND INTEREST IN EARNINGS OF ASSOCIATES	(19		)	67			8			389			—			445
(Benefit)/provision for income taxes	(1		)	5			1			49			—			54
(LOSS)/INCOME FROM OPERATIONS BEFORE INTEREST IN EARNINGS OF ASSOCIATES	(18		)	62			7			340			—			391
Interest in earnings of associates, net of tax	—			—			—			2			—			2
Equity account for subsidiaries	395			323			225			—			(943		)	—
NET INCOME	377			385			232			342			(943		)	393
Income attributable to non-controlling interests	—			—			—			(16		)	—			(16		)
NET INCOME ATTRIBUTABLE TO WILLIS TOWERS WATSON	$	377		$	385		$	232		$	326		$	(943	)	$	377

Comprehensive income before non-controlling interests	$	485		$	490		$	334		$	438		$	(1,235	)	$	512
Comprehensive income attributable to non-controlling interests	—			—			—			(27		)	—			(27		)
Comprehensive income attributable to Willis Towers Watson	$	485		$	490		$	334		$	411		$	(1,235	)	$	485

Unaudited Condensed Consolidating Statement of Comprehensive Income



	Six Months Ended June 30, 2016
	Willis Towers Watson			The Other Guarantors			The Issuer			Other			Consolidating adjustments			Consolidated
Revenues
Commissions and fees	$	—		$	11		$	—		$	4,102		$	—		$	4,113
Interest and other income	—			1			—			69			—			70
Total revenues	—			12			—			4,171			—			4,183
Costs of providing services
Salaries and benefits	1			25			—			2,371			—			2,397
Other operating expenses	3			129			—			672			—			804
Depreciation	—			9			—			78			—			87
Amortization	—			—			—			286			—			286
Restructuring costs	—			27			—			39			—			66
Integration expenses	—			22			—			59			—			81
Total costs of providing services	4			212			—			3,505			—			3,721
(Loss)/income from operations	(4		)	(200		)	—			666			—			462
Income from Group undertakings	—			(296		)	(64		)	(70		)	430			—
Expenses due to Group undertakings	—			116			13			301			(430		)	—
Interest expense	17			18			44			14			—			93
Other expense/(income), net	1			(2		)	—			13			—			12
(LOSS)/INCOME FROM OPERATIONS BEFORE INCOME TAXES AND INTEREST IN EARNINGS OF ASSOCIATES	(22		)	(36		)	7			408			—			357
(Benefit)/provision for income taxes	—			(55		)	1			91			—			37
(LOSS)/INCOME FROM OPERATIONS BEFORE INTEREST IN EARNINGS OF ASSOCIATES	(22		)	19			6			317			—			320
Interest in earnings of associates, net of tax	—			—			—			1			—			1
Equity account for subsidiaries	332			288			112			—			(732		)	—
NET INCOME	310			307			118			318			(732		)	321
Income attributable to non-controlling interests	—			—			—			(11		)	—			(11		)
NET INCOME ATTRIBUTABLE TO WILLIS TOWERS WATSON	$	310		$	307		$	118		$	307		$	(732	)	$	310

Comprehensive income before non-controlling interests	$	166		$	162		$	56		$	179		$	(394	)	$	169
Comprehensive income attributable to non-controlling interests	—			—			—			(3		)	—			(3		)
Comprehensive income attributable to Willis Towers Watson	$	166		$	162		$	56		$	176		$	(394	)	$	166

Unaudited Condensed Consolidating Balance Sheet



	As of June 30, 2017
	Willis Towers Watson		The Other Guarantors		The Issuer		Other		Consolidating adjustments			Consolidated
ASSETS
Cash and cash equivalents	$	—	$	7	$	—	$	845	$	—		$	852
Fiduciary assets	—		—		—		12,751		—			12,751
Accounts receivable, net	—		5		—		2,283		—			2,288
Prepaid and other current assets	1		147		1		199		(6		)	342
Amounts due from group undertakings	6,283		1,736		1,503		2,559		(12,081		)	—
Total current assets	6,284		1,895		1,504		18,637		(12,087		)	16,233
Investments in subsidiaries	4,562		9,324		8,344		—		(22,230		)	—
Fixed assets, net	—		36		—		859		—			895
Goodwill	—		—		—		10,509		—			10,509
Other intangible assets, net	—		61		—		4,156		(61		)	4,156
Pension benefits assets	—		—		—		595		—			595
Other non-current assets	—		226		3		369		(212		)	386
Non-current amounts due from group undertakings	—		4,461		1,318		—		(5,779		)	—
Total non-current assets	4,562		14,108		9,665		16,488		(28,282		)	16,541
TOTAL ASSETS	$	10,846	$	16,003	$	11,169	$	35,125	$	(40,369	)	$	32,774
LIABILITIES AND EQUITY
Fiduciary liabilities	$	—	$	—	$	—	$	12,751	$	—		$	12,751
Deferred revenue and accrued expenses	—		57		—		1,346		(92		)	1,311
Short-term debt and current portion of long-term debt	—		—		—		85		—			85
Other current liabilities	87		165		28		606		(4		)	882
Amounts due to group undertakings	—		9,416		423		2,242		(12,081		)	—
Total current liabilities	87		9,638		451		17,030		(12,177		)	15,029
Long-term debt	496		830		2,643		128		—			4,097
Liability for pension benefits	—		—		—		1,271		—			1,271
Deferred tax liabilities	—		—		—		1,024		(201		)	823
Provision for liabilities	—		120		—		517		—			637
Other non-current liabilities	—		33		—		454		(14		)	473
Non-current amounts due to group undertakings	—		519		—		5,260		(5,779		)	—
Total non-current liabilities	496		1,502		2,643		8,654		(5,994		)	7,301
TOTAL LIABILITIES	583		11,140		3,094		25,684		(18,171		)	22,330
REDEEMABLE NON-CONTROLLING INTEREST	—		—		—		57		—			57
EQUITY
Total Willis Towers Watson shareholders’ equity	10,263		4,863		8,075		9,260		(22,198		)	10,263
Non-controlling interests	—		—		—		124		—			124
Total equity	10,263		4,863		8,075		9,384		(22,198		)	10,387
TOTAL LIABILITIES AND EQUITY	$	10,846	$	16,003	$	11,169	$	35,125	$	(40,369	)	$	32,774

Unaudited Condensed Consolidating 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 NON-CONTROLLING INTEREST	—		—		—		51		—			51
EQUITY
Total Willis Towers Watson shareholders’ equity	10,065		3,243		6,975		9,077		(19,295		)	10,065
Non-controlling 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

Unaudited Condensed Consolidating Statement of Cash Flows



	Six Months Ended June 30, 2017
	Willis Towers Watson			The Other Guarantors			The Issuer			Other			Consolidating adjustments			Consolidated
NET CASH FROM/(USED IN) OPERATING ACTIVITIES	$	448		$	(274	)	$	434		$	(116	)	$	(173	)	$	319
CASH FLOWS (USED IN)/FROM INVESTING ACTIVITIES
Additions to fixed assets and software for internal use	—			(5		)	—			(114		)	—			(119		)
Capitalized software costs	—			—			—			(32		)	—			(32		)
Acquisitions of operations, net of cash acquired	—			—			—			(13		)	—			(13		)
Other, net	—			—			—			9			—			9
Proceeds from intercompany investing activities	1,008			75			219			215			(1,517		)	—
Repayments of intercompany investing activities	(60		)	(3		)	(692		)	(31		)	786			—
Reduction in investment in subsidiaries	—			1,000			—			59			(1,059		)	—
Additional investment in subsidiaries	(1,000		)	(59		)	—			—			1,059			—
Net cash (used in)/from investing activities	$	(52	)	$	1,008		$	(473	)	$	93		$	(731	)	$	(155	)
CASH FLOWS (USED IN)/FROM FINANCING ACTIVITIES
Net borrowings on revolving credit facility	—			—			283			—			—			283
Senior notes issued	—			650			—			—			—			650
Proceeds from issuance of other debt	—			—			—			32			—			32
Debt issuance costs	—			(5		)	(4		)	—			—			(9		)
Repayments of debt	—			(399		)	(215		)	(81		)	—			(695		)
Repurchase of shares	(296		)	—			—			—			—			(296		)
Proceeds from issuance of shares	37			—			—			—			—			37
Cash paid for employee taxes on withholding shares	—			—			—			(3		)	—			(3		)
Payments of deferred and contingent consideration related to acquisitions	—			—			—			(44		)	—			(44		)
Dividends paid	(137		)	(57		)	—			(116		)	173			(137		)
Acquisitions of and dividends paid to non-controlling interests	—			—			—			(14		)	—			(14		)
Proceeds from intercompany financing activities	—			324			—			462			(786		)	—
Repayments of intercompany financing activities	—			(1,240		)	(25		)	(252		)	1,517			—
Net cash (used in)/from financing activities	$	(396	)	$	(727	)	$	39		$	(16	)	$	904		$	(196	)
INCREASE/(DECREASE) IN CASH AND CASH EQUIVALENTS	—			7			—			(39		)	—			(32		)
Effect of exchange rate changes on cash and cash equivalents	—			—			—			14			—			14
CASH AND CASH EQUIVALENTS, BEGINNING OF PERIOD	—			—			—			870			—			870
CASH AND CASH EQUIVALENTS, END OF PERIOD	$	—		$	7		$	—		$	845		$	—		$	852

Unaudited Condensed Consolidating Statement of Cash Flows



	Six Months Ended June 30, 2016
	Willis Towers Watson			The Other Guarantors			The Issuer			Other			Consolidating adjustments			Consolidated
NET CASH FROM/(USED IN) OPERATING ACTIVITIES	$	42		$	(228	)	$	(377	)	$	1,000		$	(1	)	$	436
CASH FLOWS FROM/(USED IN) INVESTING ACTIVITIES
Additions to fixed assets and software for internal use	—			(14		)	—			(78		)	—			(92		)
Capitalized software costs	—			—			—			(42		)	—			(42		)
Acquisitions of operations, net of cash acquired	—			—			—			419			—			419
Other, net	—			—			—			23			—			23
Proceeds from intercompany investing activities	—			12			—			—			(12		)	—
Repayments of intercompany investing activities	(4,268		)	(3,512		)	(184		)	(696		)	8,660			—
Reduction in investment subsidiaries	4,600			3,600			—			—			(8,200		)	—
Additional investment in subsidiaries	—			(4,600		)	—			(3,600		)	8,200			—
Net cash from/(used in) investing activities	$	332		$	(4,514	)	$	(184	)	$	(3,974	)	$	8,648		$	308
CASH FLOWS (USED IN)/FROM FINANCING ACTIVITIES
Net payments on revolving credit facility	—			—			(393		)	—			—			(393		)
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		)	—			(1,026		)	(500		)	—			(1,826		)
Repurchase of shares	(38		)	—			—			—			—			(38		)
Proceeds from issuance of shares	28			—			—			—			—			28
Dividends paid	(67		)	—			—			(1		)	1			(67		)
Cash paid for employee taxes on withholding shares	—			—			—			(9		)	—			(9		)
Acquisitions of and dividends paid to non-controlling interests	—			—			—			(15		)	—			(15		)
Proceeds from intercompany financing activities	—			4,803			—			3,857			(8,660		)	—
Repayments of intercompany financing activities	—			—			(12		)	—			12			—
Net cash (used in)/from financing activities	$	(377	)	$	4,803		$	561		$	3,336		$	(8,647	)	$	(324	)
(DECREASE)/INCREASE IN CASH AND CASH EQUIVALENTS	(3		)	61			—			362			—			420
Effect of exchange rate changes on cash and cash equivalents	—			—			—			(3		)	—			(3		)
CASH AND CASH EQUIVALENTS, BEGINNING OF PERIOD	3			2			—			527			—			532
CASH AND CASH EQUIVALENTS, END OF PERIOD	$	—		$	63		$	—		$	886		$	—		$	949

Recent Accounting Pronouncements

Basis of Presentation and Recent Accounting Policies (Policies)

6 Months Ended

Jun. 30, 2017

Accounting Policies [Abstract]

Basis of Presentation

Not yet adopted


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

•

Adopted

Merger (Tables)

6 Months Ended

Jun. 30, 2017

Business Combinations [Abstract]

Preliminary Calculation of Aggregate Merger Consideration

The table below presents the final 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
Non-controlling 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 12 - Commitments and Contingencies for a discussion of our material acquired contingencies related to Legacy Towers Watson.

iii.

Schedule of Acquired Intangible Assets

The acquired intangible assets are attributable to the following categories:



	Amortization basis	Fair Value		Expected life (years)
Customer relationships	In line with underlying cash flows	$	2,221	15.0
Software - income approach	In line with underlying cash flows or straight-line basis	567		6.4
Software - cost approach	Straight-line basis	108		4.9
Product	In line with underlying cash flows	42		17.5
IPR&D ⁽ⁱ⁾	n/a	39		n/a
Trade name	Straight-line basis	1,003		25.0
Favorable lease agreements	Straight-line basis	11		6.5
		$	3,991

____________________


i.	Represents individual in-process research and development (‘IPR&D’) software components not placed into service as of the acquisition date. These assets were subsequently placed into service during the three months ended March 31, 2017, were reclassified into finite-lived software intangible assets, and are being amortized in line with underlying cash flows or on a straight-line basis.

Segment Information (Tables)

6 Months Ended

Jun. 30, 2017

Segment Reporting [Abstract]

Revenue (Net of Reimbursable Expenses) of the Reported Segments



	Three Months Ended June 30,
	HCB				CRB				IRR				ES				Total
	2017		2016		2017		2016		2017		2016		2017		2016		2017		2016
Segment commissions and fees	$	718	$	731	$	624	$	627	$	383	$	380	$	178	$	154	$	1,903	$	1,892
Segment interest and other income	11		5		6		6		6		44		—		1		23		56
Segment revenues	$	729	$	736	$	630	$	633	$	389	$	424	$	178	$	155	$	1,926	$	1,948

Segment operating income	$	123	$	128	$	100	$	99	$	97	$	123	$	34	$	34	$	354	$	384



	Six Months Ended June 30,
	HCB				CRB				IRR				ES				Total
	2017		2016		2017		2016		2017		2016		2017		2016		2017		2016
Segment commissions and fees	$	1,669	$	1,657	$	1,274	$	1,268	$	885	$	878	$	357	$	317	$	4,185	$	4,120
Segment interest and other income	15		9		11		12		11		48		—		1		37		70
Segment revenues	$	1,684	$	1,666	$	1,285	$	1,280	$	896	$	926	$	357	$	318	$	4,222	$	4,190

Segment operating income	$	472	$	441	$	222	$	209	$	319	$	322	$	72	$	77	$	1,085	$	1,049

Net Operating Income of the Reported Segments

The following table presents a reconciliation of the information reported by segment to the Company’s consolidated amounts reported for the three and six months ended June 30, 2017 and 2016.



	Three Months Ended June 30,						Six Months Ended June 30,
	2017			2016			2017			2016
Revenues:
Total segment revenues	$	1,926		$	1,948		$	4,222		$	4,190
Fair value adjustment for deferred revenue	—			(26		)	—			(58		)
Reimbursable expenses and other	27			27			50			51
Total revenues	$	1,953		$	1,949		$	4,272		$	4,183

Total segment operating income	$	354		$	384		$	1,085		$	1,049
Fair value adjustment for deferred revenue	—			(26		)	—			(58		)
Amortization	(149		)	(125		)	(300		)	(286		)
Restructuring costs	(27		)	(41		)	(54		)	(66		)
Integration expenses	(63		)	(29		)	(103		)	(81		)
Provision for the Stanford litigation	—			—			—			(50		)
Unallocated, net ⁽ⁱ⁾	9			(27		)	(41		)	(46		)
Income from operations	124			136			587			462
Interest expense	46			47			92			93
Other expense/(income), net	30			(6		)	50			12
Income from operations before income taxes and interest in earnings of associates	$	48		$	95		$	445		$	357

________________________


i.	Includes certain costs, primarily related to corporate functions which are not directly related to the segments, and certain differences between budgeted expenses determined at the beginning of the year and actual expenses that we report for U.S. GAAP purposes.

Restructuring Costs (Tables)

6 Months Ended

Jun. 30, 2017

Restructuring and Related Activities [Abstract]

Analysis of the Cost for Restructuring

analysis of the total cumulative restructuring costs recognized for the Operational Improvement Program from its commencement to June 30, 2017 by segment is as follows:



	HCB		CRB		IRR		ES		Corporate		Total
2014
Termination benefits	$	—	$	15	$	1	$	—	$	—	$	16
Professional services and other ⁽ⁱ⁾	—		3		—		—		17		20
2015
Termination benefits	2		24		7		—		3		36
Professional services and other ⁽ⁱ⁾	1		57		2		—		30		90
2016
Termination benefits	1		18		3		—		1		23
Professional services and other ⁽ⁱ⁾	1		81		4		—		36		122
2017
Termination benefits	—		9		3		—		1		13
Professional services and other ⁽ⁱ⁾	1		30		2		—		8		41
Total
Termination benefits	3		66		14		—		5		88
Professional services and other ⁽ⁱ⁾	3		171		8		—		91		273
Total	$	6	$	237	$	22	$	—	$	96	$	361

____________________


i.	Other includes salaries and benefits, premises, and other expenses incurred to support the ongoing management and facilitation of the programs.

An analysis of total restructuring costs recognized in the statements of comprehensive income for the three and six months ended June 30, 2017 and 2016 by segment is as follows:



	Three Months Ended June 30, 2017
	HCB		CRB		IRR		ES		Corporate		Total
Termination benefits	$	—	$	5	$	1	$	—	$	1	$	7
Professional services and other	—		15		1		—		4		20
Total	$	—	$	20	$	2	$	—	$	5	$	27



	Three Months Ended June 30, 2016
	HCB		CRB		IRR		ES		Corporate		Total
Termination benefits	$	2	$	6	$	3	$	—	$	1	$	12
Professional services and other	—		20		—		—		9		29
Total	$	2	$	26	$	3	$	—	$	10	$	41



	Six Months Ended June 30, 2017
	HCB		CRB		IRR		ES		Corporate		Total
Termination benefits	$	—	$	9	$	3	$	—	$	1	$	13
Professional services and other	1		30		2		—		8		41
Total	$	1	$	39	$	5	$	—	$	9	$	54



	Six Months Ended June 30, 2016
	HCB		CRB		IRR		ES		Corporate		Total
Termination benefits	$	2	$	8	$	3	$	—	$	1	$	14
Professional services and other	—		37		1		—		14		52
Total	$	2	$	45	$	4	$	—	$	15	$	66

Schedule of Restructuring Liability

The changes in the Company’s liability under the Business Restructure Program from its commencement to June 30, 2017 are as follows:



	Termination Benefits			Professional Services and Other			Total
Balance at January 1, 2016	$	—		$	—		$	—
Charges incurred	45			3			48
Cash payments	(19		)	(3		)	(22		)
Balance at December 31, 2016	26			—			26
Cash payments	(21		)	—			(21		)
Balance at June 30, 2017	$	5		$	—		$	5

The changes in the Company’s liability under the Operational Improvement Program from its commencement to June 30, 2017 are 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
Charges incurred	13			41			54
Cash payments	(8		)	(51		)	(59		)
Balance at June 30, 2017	$	12		$	8		$	20

Goodwill and Other Intangible Assets (Tables)

6 Months Ended

Jun. 30, 2017

Goodwill and Intangible Assets Disclosure [Abstract]

Components of Goodwill

The components of goodwill are outlined below for the six months ended June 30, 2017:



	HCB			CRB			IRR		ES		Total
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 - December 31, 2016	4,282			1,816			1,758		2,557		10,413
Goodwill reassigned in segment realignment⁽ⁱ⁾	(113		)	13			100		—		—
Goodwill acquired during the period	—			8			—		—		8
Foreign exchange	40			37			11		—		88
Balance at June 30, 2017:
Goodwill, gross	4,339			2,236			1,869		2,557		11,001
Accumulated impairment losses	(130		)	(362		)	—		—		(492		)
Goodwill, net - June 30, 2017	$	4,209		$	1,874		$	1,869	$	2,557	$	10,509

____________________


i.	Represents the preliminary reallocation of goodwill related to certain businesses which were realigned among the segments as of January 1, 2017. See Note 4 — Segment Information for further information.

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

The following table reflects changes in the net carrying amounts of the components of finite-lived intangible assets for the six months ended June 30, 2017:



	Balance at December 31, 2016		Intangible assets acquired		Intangible assets disposed			Amortization⁽ⁱⁱ⁾			Foreign Exchange		Balance at June 30, 2017
Client relationships	$	2,655	$	12	$	—		$	(198	)	$	58	$	2,527
Management contracts	54		—		—			(2		)	4		56
Software ⁽ⁱ⁾	570		36		—			(75		)	9		540
Trademark and trade name	1,006		—		(1		)	(22		)	4		987
Product	33		—		—			(2		)	1		32
Favorable agreements	11		—		—			(1		)	1		11
Other	3		—		—			(1		)	1		3
Total amortizable intangible assets	$	4,332	$	48	$	(1	)	$	(301	)	$	78	$	4,156


i.	All in-process research and development intangible assets acquired as part of the Merger on January 4, 2016 of $39 million ($36 million at the date placed into service due to changes in foreign currency exchange rates) have been placed into service during the six months ended June 30, 2017 and have been included as intangible assets acquired in this presentation.


ii.	Amortization associated with favorable lease agreements is recorded in Other operating expenses in the condensed consolidated statements of comprehensive income.

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

The following table reflects the carrying value of finite-lived intangible assets and liabilities at June 30, 2017 and December 31, 2016:



	June 30, 2017					December 31, 2016
	Gross Carrying Amount		Accumulated Amortization			Gross Carrying Amount		Accumulated Amortization
Client relationships	$	3,468	$	(941	)	$	3,396	$	(741	)
Management contracts	66		(10		)	62		(8		)
Software	754		(214		)	711		(141		)
Trademark and trade name	1,054		(67		)	1,051		(45		)
Product	37		(5		)	36		(3		)
Favorable agreements	14		(3		)	13		(2		)
Other	6		(3		)	6		(3		)
Total finite-lived assets	$	5,399	$	(1,243	)	$	5,275	$	(943	)

Unfavorable agreements	$	34	$	(7	)	$	34	$	(5	)
Total finite-lived intangible liabilities	$	34	$	(7	)	$	34	$	(5	)

Schedule of Future Amortization Expense and Rent Offset



	Amortization		Rent offset
Remainder of 2017	$	282	$	(2	)
2018	534		(4		)
2019	477		(2		)
2020	424		(2		)
2021	346		(2		)
Thereafter	2,082		(4		)
Total	$	4,145	$	(16	)

Derivative Financial Instruments (Tables)

6 Months Ended

Jun. 30, 2017

Derivative Instruments and Hedging Activities Disclosure [Abstract]

Schedule of Derivative Instruments, Designated As Hedging Instrument, Effect on Other Comprehensive Income (Loss)



Three Months Ended June 30,	Gain /(loss) recognized in OCI (effective portion)					Location of loss reclassified from Accumulated OCI into income (effective element)	Loss reclassified from Accumulated OCI into income (effective element)						Location of gain recognized in income (ineffective portion and amount excluded from effectiveness testing)	Gain recognized in income (ineffective portion and amount excluded from effectiveness testing)
	2017		2016				2017			2016				2017		2016
Forward exchange contracts	$	9	$	(46	)	Other expense/(income), net	$	(20	)	$	(8	)	Interest expense	$	—	$	—



Six Months Ended June 30,	Gain /(loss) recognized in OCI (effective portion)					Location of loss reclassified from Accumulated OCI into income (effective element)	Loss reclassified from Accumulated OCI into income (effective element)						Location of gain recognized in income (ineffective portion and amount excluded from effectiveness testing)	Gain recognized in income (ineffective portion and amount excluded from effectiveness testing)
	2017		2016				2017			2016				2017		2016
Forward exchange contracts	$	12	$	(74	)	Other expense/(income), net	$	(43	)	$	(12	)	Interest expense	$	1	$	—

Schedule of Derivative Instruments, Effect on Other Comprehensive Income (Loss)



		Gain/(loss) recognized in income
		Three Months Ended June 30,				Six Months Ended June 30,
Derivatives not designated as hedging instruments:	Location of gain/(loss) recognized in income	2017		2016		2017		2016
Forward exchange contracts	Other expense/(income), net	$	1	$	—	$	9	$	(10	)

Debt (Tables)

6 Months Ended

Jun. 30, 2017

Debt Disclosure [Abstract]

Schedule of Debt

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



	June 30, 2017		December 31, 2016
6.200% senior notes due 2017	$	—	$	394
Current portion of 7-year term loan facility	—		22
Current portion of term loan due 2019	85		85
Short-term borrowing under bank overdraft arrangement	—		5
Other debt	—		2
	$	85	$	508

Long-term debt consists of the following:



	June 30, 2017		December 31, 2016
Revolving $1.25 billion credit facility	$	523	$	—
Revolving $800 million credit facility	—		238
7-year term loan facility	—		196
Term loan due 2019	128		169
7.000% senior notes due 2019	186		186
5.750% senior notes due 2021	496		496
3.500% senior notes due 2021	446		446
2.125% senior notes due 2022⁽ⁱ⁾	612		565
4.625% senior notes due 2023	248		247
3.600% senior notes due 2024	644		—
4.400% senior notes due 2026	543		543
6.125% senior notes due 2043	271		271
	$	4,097	$	3,357

________________________


i.	Notes issued in Euro (€540 million).

Fair Value Measurements (Tables)

6 Months Ended

Jun. 30, 2017

Fair Value Disclosures [Abstract]

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

The following table presents our assets and liabilities measured at fair value on a recurring basis at June 30, 2017 and December 31, 2016:



		Fair Value Measurements on a Recurring Basis at June 30, 2017
	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	$	39	$	—	$	—	$	39
Derivatives:
Derivative financial instruments ⁽ⁱ⁾	Prepaid and other current assets and other non-current assets	$	—	$	9	$	—	$	9
Liabilities:
Contingent consideration:
Contingent consideration ⁽ⁱⁱ⁾	Other current liabilities and other non-current liabilities	$	—	$	—	$	49	$	49
Derivatives:
Derivative financial instruments ⁽ⁱ⁾	Other current liabilities and other non-current liabilities	$	—	$	65	$	—	$	65



		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

_________________________


i.	See Note 8 — Derivative Financial Instruments for further information on our derivative investments.

ii.

Schedule of Change in Fair Value of Level 3 Liabilities

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



Fair Value Measurements Using Significant Unobservable Inputs (Level 3)	June 30, 2017
Balance at December 31, 2016	$	55
Obligations assumed	—
Payments	(4		)
Realized and unrealized losses	(4		)
Foreign exchange	2
Balance at June 30, 2017	$	49

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

The following tables present our liabilities not measured at fair value on a recurring basis at June 30, 2017 and December 31, 2016:



	June 30, 2017				December 31, 2016
	Carrying Value		Fair Value		Carrying Value		Fair Value
Liabilities:
Short-term debt and current portion of long-term debt	$	85	$	85	$	508	$	513
Long-term debt	$	4,097	$	4,319	$	3,357	$	3,504

Retirement Benefits (Tables)

6 Months Ended

Jun. 30, 2017

Compensation and Retirement Disclosure [Abstract]

Schedule of Net Periodic Benefit Cost



	Three Months Ended June 30,
	2017											2016
	U.S.			U.K.			Other			PRW		U.S.			U.K.			Other			PRW
Service cost	$	17		$	7		$	4		$	—	$	15		$	6		$	5		$	—
Interest cost	35			24			5			1		34			28			7			1
Expected return on plan assets	(62		)	(71		)	(8		)	—		(60		)	(64		)	(9		)	—
Settlement	—			—			—			—		—			—			—			—
Amortization of net loss	3			13			1			—		3			11			—			—
Amortization of prior service credit	—			(4		)	—			—		—			(5		)	—			—
Net periodic benefit (income)/cost	$	(7	)	$	(31	)	$	2		$	1	$	(8	)	$	(24	)	$	3		$	1



	Six Months Ended June 30,
	2017											2016
	U.S.			U.K.			Other			PRW		U.S.			U.K.			Other			PRW
Service cost	$	33		$	15		$	9		$	—	$	30		$	13		$	9		$	—
Interest cost	70			46			9			2		68			57			13			2
Expected return on plan assets	(123		)	(139		)	(15		)	—		(119		)	(127		)	(17		)	—
Settlement	—			—			—			—		—			—			2			—
Amortization of net loss	6			26			1			—		6			22			—			—
Amortization of prior service credit	—			(9		)	—			—		—			(10		)	—			—
Net periodic benefit (income)/cost	$	(14	)	$	(61	)	$	4		$	2	$	(15	)	$	(45	)	$	7		$	2

Supplementary Information for Certain Balance Sheet Accounts (Tables)

6 Months Ended

Jun. 30, 2017

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

Schedule of Accounts Receivable, Net

Accounts receivable, net consists of the following:



	June 30, 2017		December 31, 2016
Billed, net of allowance for doubtful debts of $48 million and $40 million	$	1,936	$	1,789
Accrued and unbilled, at estimated net realizable value	352		291
Accounts receivable, net	$	2,288	$	2,080

Schedule of Other Current Liabilities

Deferred revenue and accrued expenses consist of the following:



	June 30, 2017		December 31, 2016
Accounts payable, accrued liabilities and deferred income	$	703	$	652
Discretionary compensation	157		283
Other accrued incentives	250		371
Accrued vacation	116		66
Other employee-related liabilities	85		109
Total deferred revenue and accrued expenses	$	1,311	$	1,481

Analysis of Movements on Provisions for Liabilities

Provision for liabilities consists of the following:



	June 30, 2017		December 31, 2016
Claims, lawsuits and other proceedings	$	475	$	456
Other provisions	162		119
Total provision for liabilities	$	637	$	575

Other Noncurrent Liabilities

Other non-current liabilities consist of the following:



	June 30, 2017		December 31, 2016
Incentives from lessors	$	132	$	133
Deferred compensation plan liability	124		111
Contingent and deferred consideration on acquisitions	43		89
Derivatives	15		51
Other non-current liabilities	159		148
Total other non-current liabilities	$	473	$	532

Accumulated Other Comprehensive Income/(Loss) (Tables)

6 Months Ended

Jun. 30, 2017

Equity [Abstract]

Schedule of Accumulated Other Comprehensive Income (Loss)



	Foreign currency translation ⁽ⁱ⁾						Cash flow hedges ⁽ⁱ⁾						Defined pension and post-retirement benefit costs ⁽ⁱⁱ⁾						Total
	2017			2016			2017			2016			2017			2016			2017			2016
Quarter-to-date activity:
Balance at March 31, 2017 and 2016, respectively	$	(724	)	$	(310	)	$	(62	)	$	(32	)	$	(1,122	)	$	(711	)	$	(1,908	)	$	(1,053	)
Other comprehensive income/(loss) before reclassifications	77			(88		)	8			(36		)	24			(14		)	109			(138		)
Loss/(income) reclassified from accumulated other comprehensive loss (net of income tax of $7 and $1, respectively)	—			—			15			(5		)	8			15			23			10
Net current-period other comprehensive income/(loss)	77			(88		)	23			(41		)	32			1			132			(128		)
Balance at June 30, 2017 and 2016, respectively	$	(647	)	$	(398	)	$	(39	)	$	(73	)	$	(1,090	)	$	(710	)	$	(1,776	)	$	(1,181	)

Year-to-date activity:
Balance at December 31, 2016 and 2015, respectively	$	(650	)	$	(314	)	$	(82	)	$	(10	)	$	(1,152	)	$	(713	)	$	(1,884	)	$	(1,037	)
Other comprehensive income/(loss) before reclassifications	3			(84		)	9			(55		)	44			(20		)	56			(159		)
Loss/(income) reclassified from accumulated other comprehensive loss (net of income tax of $13 and $4, respectively)	—			—			34			(8		)	18			23			52			15
Net current-period other comprehensive income/(loss)	3			(84		)	43			(63		)	62			3			108			(144		)
Balance at June 30, 2017 and 2016, respectively	$	(647	)	$	(398	)	$	(39	)	$	(73	)	$	(1,090	)	$	(710	)	$	(1,776	)	$	(1,181	)

________________________


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

Earnings Per Share (Tables)

6 Months Ended

Jun. 30, 2017

Earnings Per Share [Abstract]

Schedule of Basic and Diluted Earnings Per Share

Basic and diluted earnings per share are as follows:



	Three Months Ended June 30,					Six Months Ended June 30,
	2017		2016			2017			2016
Net income attributable to Willis Towers Watson	$	33	$	72		$	377		$	310

Basic average number of shares outstanding	136		139			136			137
Dilutive effect of potentially issuable shares	1		1			1			1
Diluted average number of shares outstanding	137		140			137			138

Basic earnings per share	$	0.24	$	0.52		$	2.77		$	2.26
Dilutive effect of potentially issuable shares	—		(0.01		)	(0.02		)	(0.01		)
Diluted earnings per share	$	0.24	$	0.51		$	2.75		$	2.25

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

6 Months Ended

Jun. 30, 2017

Condensed Financial Information of Parent Company Only Disclosure [Abstract]

Unaudited Condensed Consolidated Statement of Comprehensive Income

Unaudited Condensed Consolidating Statement of Comprehensive Income



	Three Months Ended June 30, 2017
	Willis Towers Watson			The Other Guarantors			The Issuer			Other			Consolidating adjustments			Consolidated
Revenues
Commissions and fees	$	—		$	—		$	5		$	1,925		$	—		$	1,930
Interest and other income	—			—			—			23			—			23
Total revenues	—			—			5			1,948			—			1,953
Costs of providing services
Salaries and benefits	1			—			10			1,137			—			1,148
Other operating expenses	1			37			—			353			—			391
Depreciation	—			2			—			49			—			51
Amortization	—			2			—			147			—			149
Restructuring costs	—			—			(3		)	30			—			27
Integration expenses	—			29			(1		)	35			—			63
Total costs of providing services	2			70			6			1,751			—			1,829
(Loss)/income from operations	(2		)	(70		)	(1		)	197			—			124
Income from Group undertakings	—			(138		)	(41		)	(15		)	194			—
Expenses due to Group undertakings	—			—			50			144			(194		)	—
Interest expense	8			26			6			6			—			46
Other expense, net	—			—			—			30			—			30
(LOSS)/INCOME FROM OPERATIONS BEFORE INCOME TAXES AND INTEREST IN EARNINGS OF ASSOCIATES	(10		)	42			(16		)	32			—			48
(Benefit)/provision for income taxes	(1		)	5			(1		)	5			—			8
(LOSS)/INCOME FROM OPERATIONS BEFORE INTEREST IN EARNINGS OF ASSOCIATES	(9		)	37			(15		)	27			—			40
Interest in earnings of associates, net of tax	—			—			—			1			—			1
Equity account for subsidiaries	42			(11		)	50			—			(81		)	—
NET INCOME	33			26			35			28			(81		)	41
Income attributable to non-controlling interests	—			—			—			(8		)	—			(8		)
NET INCOME ATTRIBUTABLE TO WILLIS TOWERS WATSON	$	33		$	26		$	35		$	20		$	(81	)	$	33

Comprehensive income before non-controlling interests	$	165		$	156		$	136		$	152		$	(428	)	$	181
Comprehensive income attributable to non-controlling interest	—			—			—			(16		)	—			(16		)
Comprehensive income attributable to Willis Towers Watson	$	165		$	156		$	136		$	136		$	(428	)	$	165

Unaudited Condensed Consolidating Statement of Comprehensive Income



	Three Months Ended June 30, 2016
	Willis Towers Watson			The Other Guarantors			The Issuer			Other			Consolidating adjustments			Consolidated
Revenues
Commissions and fees	$	—		$	—		$	4		$	1,890		$	—		$	1,894
Interest and other income	—			1			—			54			—			55
Total revenues	—			1			4			1,944			—			1,949
Costs of providing services
Salaries and benefits	1			1			10			1,189			—			1,201
Other operating expenses	2			22			14			335			—			373
Depreciation	—			1			3			40			—			44
Amortization	—			—			—			125			—			125
Restructuring costs	—			7			7			27			—			41
Integration expenses	(1		)	—			4			26			—			29
Total costs of providing services	2			31			38			1,742			—			1,813
(Loss)/income from operations	(2		)	(30		)	(34		)	202			—			136
Income from Group undertakings	—			(120		)	(62		)	(40		)	222			—
Expenses due to Group undertakings	—			26			43			153			(222		)	—
Interest expense	6			26			9			6			—			47
Other income, net	—			(2		)	—			(4		)	—			(6		)
(LOSS)/INCOME FROM OPERATIONS BEFORE INCOME TAXES AND INTEREST IN EARNINGS OF ASSOCIATES	(8		)	40			(24		)	87			—			95
(Benefit)/provision for income taxes	—			(10		)	(3		)	32			—			19
(LOSS)/INCOME FROM OPERATIONS BEFORE INTEREST IN EARNINGS OF ASSOCIATES	(8		)	50			(21		)	55			—			76
Equity account for subsidiaries	80			7			107			—			(194		)	—
NET INCOME	72			57			86			55			(194		)	76
Income attributable to non-controlling interests	—			—			—			(4		)	—			(4		)
NET INCOME ATTRIBUTABLE TO WILLIS TOWERS WATSON	$	72		$	57		$	86		$	51		$	(194	)	$	72

Comprehensive (loss)/income before non-controlling interests	$	(56	)	$	(70	)	$	27		$	(61	)	$	98		$	(62	)
Comprehensive loss attributable to non-controlling interest	—			—			—			6			—			6
Comprehensive (loss)/income attributable to Willis Towers Watson	$	(56	)	$	(70	)	$	27		$	(55	)	$	98		$	(56	)

Unaudited Condensed Consolidating Statement of Comprehensive Income



	Six Months Ended June 30, 2017
	Willis Towers Watson			The Other Guarantors			The Issuer			Other			Consolidating adjustments			Consolidated
Revenues
Commissions and fees	$	—		$	—		$	11		$	4,222		$	—		$	4,233
Interest and other income	—			—			—			39			—			39
Total revenues	—			—			11			4,261			—			4,272
Costs of providing services
Salaries and benefits	2			—			20			2,317			—			2,339
Other operating expenses	2			44			10			736			—			792
Depreciation	—			3			—			94			—			97
Amortization	—			2			—			298			—			300
Restructuring costs	—			4			—			50			—			54
Integration expenses	—			30			2			71			—			103
Total costs of providing services	4			83			32			3,566			—			3,685
(Loss)/income from operations	(4		)	(83		)	(21		)	695			—			587
Income from Group undertakings	—			(266		)	(114		)	(73		)	453			—
Expenses due to Group undertakings	—			39			96			318			(453		)	—
Interest expense	15			50			16			11			—			92
Other expense, net	—			—			—			50			—			50
(LOSS)/INCOME FROM OPERATIONS BEFORE INCOME TAXES AND INTEREST IN EARNINGS OF ASSOCIATES	(19		)	94			(19		)	389			—			445
(Benefit)/provision for income taxes	(1		)	9			(3		)	49			—			54
(LOSS)/INCOME FROM OPERATIONS BEFORE INTEREST IN EARNINGS OF ASSOCIATES	(18		)	85			(16		)	340			—			391
Interest in earnings of associates, net of tax	—			—			—			2			—			2
Equity account for subsidiaries	395			300			225			—			(920		)	—
NET INCOME	377			385			209			342			(920		)	393
Income attributable to non-controlling interests	—			—			—			(16		)	—			(16		)
NET INCOME ATTRIBUTABLE TO WILLIS TOWERS WATSON	$	377		$	385		$	209		$	326		$	(920	)	$	377

Comprehensive income before non-controlling interests	$	485		$	490		$	283		$	438		$	(1,184	)	$	512
Comprehensive income attributable to non-controlling interests	—			—			—			(27		)	—			(27		)
Comprehensive income attributable to Willis Towers Watson	$	485		$	490		$	283		$	411		$	(1,184	)	$	485

Unaudited Condensed Consolidating Statement of Comprehensive Income



	Six Months Ended June 30, 2016
	Willis Towers Watson			The Other Guarantors			The Issuer			Other			Consolidating adjustments			Consolidated
Revenues
Commissions and fees	$	—		$	—		$	11		$	4,102		$	—		$	4,113
Interest and other income	—			1			—			69			—			70
Total revenues	—			1			11			4,171			—			4,183
Costs of providing services
Salaries and benefits	1			1			24			2,371			—			2,397
Other operating expenses	3			57			72			672			—			804
Depreciation	—			2			7			78			—			87
Amortization	—			—			—			286			—			286
Restructuring costs	—			11			16			39			—			66
Integration expenses	—			12			10			59			—			81
Total costs of providing services	4			83			129			3,505			—			3,721
(Loss)/income from operations	(4		)	(82		)	(118		)	666			—			462
Income from Group undertakings	—			(241		)	(116		)	(70		)	427			—
Expenses due to Group undertakings	—			40			86			301			(427		)	—
Interest expense	17			43			19			14			—			93
Other expense/(income), net	1			(2		)	—			13			—			12
(LOSS)/INCOME FROM OPERATIONS BEFORE INCOME TAXES AND INTEREST IN EARNINGS OF ASSOCIATES	(22		)	78			(107		)	408			—			357
(Benefit)/provision for income taxes	—			(23		)	(31		)	91			—			37
(LOSS)/INCOME FROM OPERATIONS BEFORE INTEREST IN EARNINGS OF ASSOCIATES	(22		)	101			(76		)	317			—			320
Interest in earnings of associates, net of tax	—			—			—			1			—			1
Equity account for subsidiaries	332			206			121			—			(659		)	—
NET INCOME	310			307			45			318			(659		)	321
Income attributable to non-controlling interests	—			—			—			(11		)	—			(11		)
NET INCOME ATTRIBUTABLE TO WILLIS TOWERS WATSON	$	310		$	307		$	45		$	307		$	(659	)	$	310

Comprehensive income/(loss) before non-controlling interests	$	166		$	162		$	(31	)	$	179		$	(307	)	$	169
Comprehensive income attributable to non-controlling interest	—			—			—			(3		)	—			(3		)
Comprehensive income/(loss) attributable to Willis Towers Watson	$	166		$	162		$	(31	)	$	176		$	(307	)	$	166

Unaudited Condensed Consolidating Statement of Comprehensive Income



	Three Months Ended June 30, 2017
	Willis Towers Watson — the Parent Issuer			The Guarantors			Other			Consolidating adjustments			Consolidated
Revenues
Commissions and fees	$	—		$	5		$	1,925		$	—		$	1,930
Interest and other income	—			—			23			—			23
Total revenues	—			5			1,948			—			1,953
Costs of providing services
Salaries and benefits	1			10			1,137			—			1,148
Other operating expenses	1			37			353			—			391
Depreciation	—			2			49			—			51
Amortization	—			2			147			—			149
Restructuring costs	—			(3		)	30			—			27
Integration expenses	—			28			35			—			63
Total costs of providing services	2			76			1,751			—			1,829
(Loss)/income from operations	(2		)	(71		)	197			—			124
Income from Group undertakings	—			(149		)	(15		)	164			—
Expenses due to Group undertakings	—			20			144			(164		)	—
Interest expense	8			32			6			—			46
Other expense, net	—			—			30			—			30
(LOSS)/INCOME FROM OPERATIONS BEFORE INCOME TAXES AND INTEREST IN EARNINGS OF ASSOCIATES	(10		)	26			32			—			48
(Benefit)/provision for income taxes	(1		)	4			5			—			8
(LOSS)/INCOME FROM OPERATIONS BEFORE INTEREST IN EARNINGS OF ASSOCIATES	(9		)	22			27			—			40
Interest in earnings of associates, net of tax	—			—			1			—			1
Equity account for subsidiaries	42			4			—			(46		)	—
NET INCOME	33			26			28			(46		)	41
Income attributable to non-controlling interests	—			—			(8		)	—			(8		)
NET INCOME ATTRIBUTABLE TO WILLIS TOWERS WATSON	$	33		$	26		$	20		$	(46	)	$	33

Comprehensive income before non-controlling interests	$	165		$	156		$	152		$	(292	)	$	181
Comprehensive income attributable to non-controlling interests	—			—			(16		)	—			(16		)
Comprehensive income attributable to Willis Towers Watson	$	165		$	156		$	136		$	(292	)	$	165

Unaudited Condensed Consolidating Statement of Comprehensive Income



	Three Months Ended June 30, 2016
	Willis Towers Watson — the Parent Issuer			The Guarantors			Other			Consolidating adjustments			Consolidated
Revenues
Commissions and fees	$	—		$	4		$	1,890		$	—		$	1,894
Interest and other income	—			1			54			—			55
Total revenues	—			5			1,944			—			1,949
Costs of providing services
Salaries and benefits	1			11			1,189			—			1,201
Other operating expenses	2			36			335			—			373
Depreciation	—			4			40			—			44
Amortization	—			—			125			—			125
Restructuring costs	—			14			27			—			41
Integration expenses	(1		)	4			26			—			29
Total costs of providing services	2			69			1,742			—			1,813
(Loss)/income from operations	(2		)	(64		)	202			—			136
Income from Group undertakings	—			(155		)	(40		)	195			—
Expenses due to Group undertakings	—			42			153			(195		)	—
Interest expense	6			35			6			—			47
Other income, net	—			(2		)	(4		)	—			(6		)
(LOSS)/INCOME FROM OPERATIONS BEFORE INCOME TAXES AND INTEREST IN EARNINGS OF ASSOCIATES	(8		)	16			87			—			95
(Benefit)/provision for income taxes	—			(13		)	32			—			19
(LOSS)/INCOME FROM OPERATIONS BEFORE INTEREST IN EARNINGS OF ASSOCIATES	(8		)	29			55			—			76
Equity account for subsidiaries	80			28			—			(108		)	—
NET INCOME	72			57			55			(108		)	76
Income attributable to non-controlling interests	—			—			(4		)	—			(4		)
NET INCOME ATTRIBUTABLE TO WILLIS TOWERS WATSON	$	72		$	57		$	51		$	(108	)	$	72

Comprehensive loss before non-controlling interests	$	(56	)	$	(70	)	$	(62	)	$	126		$	(62	)
Comprehensive loss attributable to non-controlling interests	—			—			6			—			6
Comprehensive loss attributable to Willis Towers Watson	$	(56	)	$	(70	)	$	(56	)	$	126		$	(56	)

Unaudited Condensed Consolidating Statement of Comprehensive Income



	Six Months Ended June 30, 2017
	Willis Towers Watson — the Parent Issuer			The Guarantors			Other			Consolidating adjustments			Consolidated
Revenues
Commissions and fees	$	—		$	11		$	4,222		$	—		$	4,233
Interest and other income	—			—			39			—			39
Total revenues	—			11			4,261			—			4,272
Costs of providing services
Salaries and benefits	2			20			2,317			—			2,339
Other operating expenses	2			54			736			—			792
Depreciation	—			3			94			—			97
Amortization	—			2			298			—			300
Restructuring costs	—			4			50			—			54
Integration expenses	—			32			71			—			103
Total costs of providing services	4			115			3,566			—			3,685
(Loss)/income from operations	(4		)	(104		)	695			—			587
Income from Group undertakings	—			(323		)	(73		)	396			—
Expenses due to Group undertakings	—			78			318			(396		)	—
Interest expense	15			66			11			—			92
Other expense, net	—			—			50			—			50
(LOSS)/INCOME FROM OPERATIONS BEFORE INCOME TAXES AND INTEREST IN EARNINGS OF ASSOCIATES	(19		)	75			389			—			445
(Benefit)/provision for income taxes	(1		)	6			49			—			54
(LOSS)/INCOME FROM OPERATIONS BEFORE INTEREST IN EARNINGS OF ASSOCIATES	(18		)	69			340			—			391
Interest in earnings of associates, net of tax	—			—			2			—			2
Equity account for subsidiaries	395			316			—			(711		)	—
NET INCOME	377			385			342			(711		)	393
Income attributable to non-controlling interests	—			—			(16		)	—			(16		)
NET INCOME ATTRIBUTABLE TO WILLIS TOWERS WATSON	$	377		$	385		$	326		$	(711	)	$	377

Comprehensive income before non-controlling interests	$	485		$	490		$	438		$	(901	)	$	512
Comprehensive income attributable to non-controlling interests	—			—			(27		)	—			(27		)
Comprehensive income attributable to Willis Towers Watson	$	485		$	490		$	411		$	(901	)	$	485

Unaudited Condensed Consolidating Statement of Comprehensive Income



	Six Months Ended June 30, 2016
	Willis Towers Watson — the Parent Issuer			The Guarantors			Other			Consolidating adjustments			Consolidated
Revenues
Commissions and fees	$	—		$	11		$	4,102		$	—		$	4,113
Interest and other income	—			1			69			—			70
Total revenues	—			12			4,171			—			4,183
Costs of providing services
Salaries and benefits	1			25			2,371			—			2,397
Other operating expenses	3			129			672			—			804
Depreciation	—			9			78			—			87
Amortization	—			—			286			—			286
Restructuring costs	—			27			39			—			66
Integration expenses	—			22			59			—			81
Total costs of providing services	4			212			3,505			—			3,721
(Loss)/income from operations	(4		)	(200		)	666			—			462
Income from Group undertakings	—			(302		)	(70		)	372			—
Expenses due to Group undertakings	—			71			301			(372		)	—
Interest expense	17			62			14			—			93
Other expense/(income), net	1			(2		)	13			—			12
(LOSS)/INCOME FROM OPERATIONS BEFORE INCOME TAXES AND INTEREST IN EARNINGS OF ASSOCIATES	(22		)	(29		)	408			—			357
(Benefit)/provision for income taxes	—			(54		)	91			—			37
(LOSS)/INCOME FROM OPERATIONS BEFORE INTEREST IN EARNINGS OF ASSOCIATES	(22		)	25			317			—			320
Interest in earnings of associates, net of tax	—			—			1			—			1
Equity account for subsidiaries	332			282			—			(614		)	—
NET INCOME	310			307			318			(614		)	321
Income attributable to non-controlling interests	—			—			(11		)	—			(11		)
NET INCOME ATTRIBUTABLE TO WILLIS TOWERS WATSON	$	310		$	307		$	307		$	(614	)	$	310

Comprehensive income before non-controlling interests	$	166		$	162		$	179		$	(338	)	$	169
Comprehensive income attributable to non-controlling interests	—			—			(3		)	—			(3		)
Comprehensive income attributable to Willis Towers Watson	$	166		$	162		$	176		$	(338	)	$	166

Unaudited Condensed Consolidating Statement of Comprehensive Income



	Three Months Ended June 30, 2017
	Willis Towers Watson			The Other Guarantors			The Issuer			Other			Consolidating adjustments			Consolidated
Revenues
Commissions and fees	$	—		$	5		$	—		$	1,925		$	—		$	1,930
Interest and other income	—			—			—			23			—			23
Total revenues	—			5			—			1,948			—			1,953
Costs of providing services
Salaries and benefits	1			10			—			1,137			—			1,148
Other operating expenses	1			37			—			353			—			391
Depreciation	—			2			—			49			—			51
Amortization	—			2			—			147			—			149
Restructuring costs	—			(3		)	—			30			—			27
Integration expenses	—			28			—			35			—			63
Total costs of providing services	2			76			—			1,751			—			1,829
(Loss)/income from operations	(2		)	(71		)	—			197			—			124
Income from Group undertakings	—			(141		)	(38		)	(15		)	194			—
Expenses due to Group undertakings	—			43			7			144			(194		)	—
Interest expense	8			6			26			6			—			46
Other expense, net	—			—			—			30			—			30
(LOSS)/INCOME FROM OPERATIONS BEFORE INCOME TAXES AND INTEREST IN EARNINGS OF ASSOCIATES	(10		)	21			5			32			—			48
(Benefit)/provision for income taxes	(1		)	3			1			5			—			8
(LOSS)/INCOME FROM OPERATIONS BEFORE INTEREST IN EARNINGS OF ASSOCIATES	(9		)	18			4			27			—			40
Interest in earnings of associates, net of tax	—			—			—			1			—			1
Equity account for subsidiaries	42			8			(115		)	—			65			—
NET INCOME/(LOSS)	33			26			(111		)	28			65			41
Income attributable to non-controlling interests	—			—			—			(8		)	—			(8		)
NET INCOME/(LOSS) ATTRIBUTABLE TO WILLIS TOWERS WATSON	$	33		$	26		$	(111	)	$	20		$	65		$	33

Comprehensive income before non-controlling interests	$	165		$	156		$	15		$	152		$	(307	)	$	181
Comprehensive income attributable to non-controlling interests	—			—			—			(16		)	—			(16		)
Comprehensive income attributable to Willis Towers Watson	$	165		$	156		$	15		$	136		$	(307	)	$	165

Unaudited Condensed Consolidating Statement of Comprehensive Income



	Three Months Ended June 30, 2016
	Willis Towers Watson			The Other Guarantors			The Issuer			Other			Consolidating adjustments			Consolidated
Revenues
Commissions and fees	$	—		$	4		$	—		$	1,890		$	—		$	1,894
Interest and other income	—			1			—			54			—			55
Total revenues	—			5			—			1,944			—			1,949
Costs of providing services
Salaries and benefits	1			11			—			1,189			—			1,201
Other operating expenses	2			36			—			335			—			373
Depreciation	—			4			—			40			—			44
Amortization	—			—			—			125			—			125
Restructuring costs	—			14			—			27			—			41
Integration expenses	(1		)	4			—			26			—			29
Total costs of providing services	2			69			—			1,742			—			1,813
(Loss)/income from operations	(2		)	(64		)	—			202			—			136
Income from Group undertakings	—			(150		)	(33		)	(40		)	223			—
Expenses due to Group undertakings	—			64			6			153			(223		)	—
Interest expense	6			9			26			6			—			47
Other income, net	—			(2		)	—			(4		)	—			(6		)
(LOSS)/INCOME FROM OPERATIONS BEFORE INCOME TAXES AND INTEREST IN EARNINGS OF ASSOCIATES	(8		)	15			1			87			—			95
(Benefit)/provision for income taxes	—			(13		)	—			32			—			19
(LOSS)/INCOME FROM OPERATIONS BEFORE INTEREST IN EARNINGS OF ASSOCIATES	(8		)	28			1			55			—			76
Equity account for subsidiaries	80			29			(62		)	—			(47		)	—
NET INCOME	72			57			(61		)	55			(47		)	76
Income attributable to non-controlling interests	—			—			—			(4		)	—			(4		)
NET INCOME/(LOSS) ATTRIBUTABLE TO WILLIS TOWERS WATSON	$	72		$	57		$	(61	)	$	51		$	(47	)	$	72

Comprehensive loss before non-controlling interests	$	(56	)	$	(70	)	$	(105	)	$	(62	)	$	231		$	(62	)
Comprehensive loss attributable to non-controlling interests	—			—			—			6			—			6
Comprehensive loss attributable to Willis Towers Watson	$	(56	)	$	(70	)	$	(105	)	$	(56	)	$	231		$	(56	)

Unaudited Condensed Consolidating Statement of Comprehensive Income



	Six Months Ended June 30, 2017
	Willis Towers Watson			The Other Guarantors			The Issuer			Other			Consolidating adjustments			Consolidated
Revenues
Commissions and fees	$	—		$	11		$	—		$	4,222		$	—		$	4,233
Interest and other income	—			—			—			39			—			39
Total revenues	—			11			—			4,261			—			4,272
Costs of providing services
Salaries and benefits	2			20			—			2,317			—			2,339
Other operating expenses	2			54			—			736			—			792
Depreciation	—			3			—			94			—			97
Amortization	—			2			—			298			—			300
Restructuring costs	—			4			—			50			—			54
Integration expenses	—			32			—			71			—			103
Total costs of providing services	4			115			—			3,566			—			3,685
(Loss)/income from operations	(4		)	(104		)	—			695			—			587
Income from Group undertakings	—			(309		)	(72		)	(73		)	454			—
Expenses due to Group undertakings	—			123			13			318			(454		)	—
Interest expense	15			15			51			11			—			92
Other expense, net	—			—			—			50			—			50
(LOSS)/INCOME FROM OPERATIONS BEFORE INCOME TAXES AND INTEREST IN EARNINGS OF ASSOCIATES	(19		)	67			8			389			—			445
(Benefit)/provision for income taxes	(1		)	5			1			49			—			54
(LOSS)/INCOME FROM OPERATIONS BEFORE INTEREST IN EARNINGS OF ASSOCIATES	(18		)	62			7			340			—			391
Interest in earnings of associates, net of tax	—			—			—			2			—			2
Equity account for subsidiaries	395			323			225			—			(943		)	—
NET INCOME	377			385			232			342			(943		)	393
Income attributable to non-controlling interests	—			—			—			(16		)	—			(16		)
NET INCOME ATTRIBUTABLE TO WILLIS TOWERS WATSON	$	377		$	385		$	232		$	326		$	(943	)	$	377

Comprehensive income before non-controlling interests	$	485		$	490		$	334		$	438		$	(1,235	)	$	512
Comprehensive income attributable to non-controlling interests	—			—			—			(27		)	—			(27		)
Comprehensive income attributable to Willis Towers Watson	$	485		$	490		$	334		$	411		$	(1,235	)	$	485

Unaudited Condensed Consolidating Statement of Comprehensive Income



	Six Months Ended June 30, 2016
	Willis Towers Watson			The Other Guarantors			The Issuer			Other			Consolidating adjustments			Consolidated
Revenues
Commissions and fees	$	—		$	11		$	—		$	4,102		$	—		$	4,113
Interest and other income	—			1			—			69			—			70
Total revenues	—			12			—			4,171			—			4,183
Costs of providing services
Salaries and benefits	1			25			—			2,371			—			2,397
Other operating expenses	3			129			—			672			—			804
Depreciation	—			9			—			78			—			87
Amortization	—			—			—			286			—			286
Restructuring costs	—			27			—			39			—			66
Integration expenses	—			22			—			59			—			81
Total costs of providing services	4			212			—			3,505			—			3,721
(Loss)/income from operations	(4		)	(200		)	—			666			—			462
Income from Group undertakings	—			(296		)	(64		)	(70		)	430			—
Expenses due to Group undertakings	—			116			13			301			(430		)	—
Interest expense	17			18			44			14			—			93
Other expense/(income), net	1			(2		)	—			13			—			12
(LOSS)/INCOME FROM OPERATIONS BEFORE INCOME TAXES AND INTEREST IN EARNINGS OF ASSOCIATES	(22		)	(36		)	7			408			—			357
(Benefit)/provision for income taxes	—			(55		)	1			91			—			37
(LOSS)/INCOME FROM OPERATIONS BEFORE INTEREST IN EARNINGS OF ASSOCIATES	(22		)	19			6			317			—			320
Interest in earnings of associates, net of tax	—			—			—			1			—			1
Equity account for subsidiaries	332			288			112			—			(732		)	—
NET INCOME	310			307			118			318			(732		)	321
Income attributable to non-controlling interests	—			—			—			(11		)	—			(11		)
NET INCOME ATTRIBUTABLE TO WILLIS TOWERS WATSON	$	310		$	307		$	118		$	307		$	(732	)	$	310

Comprehensive income before non-controlling interests	$	166		$	162		$	56		$	179		$	(394	)	$	169
Comprehensive income attributable to non-controlling interests	—			—			—			(3		)	—			(3		)
Comprehensive income attributable to Willis Towers Watson	$	166		$	162		$	56		$	176		$	(394	)	$	166

Unaudited Condensed Consolidated Balance Sheet

Unaudited Condensed Consolidating Balance Sheet



	As of June 30, 2017
	Willis Towers Watson		The Other Guarantors		The Issuer		Other		Consolidating adjustments			Consolidated
ASSETS
Cash and cash equivalents	$	—	$	7	$	—	$	845	$	—		$	852
Fiduciary assets	—		—		—		12,751		—			12,751
Accounts receivable, net	—		—		5		2,283		—			2,288
Prepaid and other current assets	1		37		107		199		(2		)	342
Amounts due from group undertakings	6,283		1,276		1,701		2,559		(11,819		)	—
Total current assets	6,284		1,320		1,813		18,637		(11,821		)	16,233
Investments in subsidiaries	4,562		8,614		6,024		—		(19,200		)	—
Fixed assets, net	—		36		—		859		—			895
Goodwill	—		—		—		10,509		—			10,509
Other intangible assets, net	—		61		—		4,156		(61		)	4,156
Pension benefits assets	—		—		—		595		—			595
Other non-current assets	—		11		218		369		(212		)	386
Non-current amounts due from group undertakings	—		4,918		861		—		(5,779		)	—
Total non-current assets	4,562		13,640		7,103		16,488		(25,252		)	16,541
TOTAL ASSETS	$	10,846	$	14,960	$	8,916	$	35,125	$	(37,073	)	$	32,774
LIABILITIES AND EQUITY
Fiduciary liabilities	$	—	$	—	$	—	$	12,751	$	—		$	12,751
Deferred revenue and accrued expenses	—		4		53		1,346		(92		)	1,311
Short-term debt and current portion of long-term debt	—		—		—		85		—			85
Other current liabilities	87		65		124		606		—			882
Amounts due to group undertakings	—		7,370		2,207		2,242		(11,819		)	—
Total current liabilities	87		7,439		2,384		17,030		(11,911		)	15,029
Long-term debt	496		2,643		830		128		—			4,097
Liability for pension benefits	—		—		—		1,271		—			1,271
Deferred tax liabilities	—		—		—		1,024		(201		)	823
Provision for liabilities	—		—		120		517		—			637
Other non-current liabilities	—		15		18		454		(14		)	473
Non-current amounts due to group undertakings	—		—		519		5,260		(5,779		)	—
Total non-current liabilities	496		2,658		1,487		8,654		(5,994		)	7,301
TOTAL LIABILITIES	583		10,097		3,871		25,684		(17,905		)	22,330
REDEEMABLE NON-CONTROLLING INTEREST	—		—		—		57		—			57
EQUITY
Total Willis Towers Watson shareholders’ equity	10,263		4,863		5,045		9,260		(19,168		)	10,263
Non-controlling interests	—		—		—		124		—			124
Total equity	10,263		4,863		5,045		9,384		(19,168		)	10,387
TOTAL LIABILITIES AND EQUITY	$	10,846	$	14,960	$	8,916	$	35,125	$	(37,073	)	$	32,774

Unaudited Condensed Consolidating 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 NON-CONTROLLING INTEREST	—		—		—		51		—			51
EQUITY
Total Willis Towers Watson shareholders’ equity	10,065		3,243		4,258		9,077		(16,578		)	10,065
Non-controlling interests	—		—		—		118		—			118
Total equity	10,065		3,243		4,258		9,195		(16,578		)	10,183
TOTAL LIABILITIES AND EQUITY	$	10,638	$	14,251	$	7,616	$	32,526	$	(34,778	)	$	30,253

Unaudited Condensed Consolidating Balance Sheet



	As of June 30, 2017
	Willis Towers Watson — the Parent Issuer		The Guarantors		Other		Consolidating adjustments			Consolidated
ASSETS
Cash and cash equivalents	$	—	$	7	$	845	$	—		$	852
Fiduciary assets	—		—		12,751		—			12,751
Accounts receivable, net	—		5		2,283		—			2,288
Prepaid and other current assets	1		144		199		(2		)	342
Amounts due from group undertakings	6,283		1,729		2,559		(10,571		)	—
Total current assets	6,284		1,885		18,637		(10,573		)	16,233
Investments in subsidiaries	4,562		9,593		—		(14,155		)	—
Fixed assets, net	—		36		859		—			895
Goodwill	—		—		10,509		—			10,509
Other intangible assets, net	—		61		4,156		(61		)	4,156
Pension benefits assets	—		—		595		—			595
Other non-current assets	—		229		369		(212		)	386
Non-current amounts due from group undertakings	—		5,260		—		(5,260		)	—
Total non-current assets	4,562		15,179		16,488		(19,688		)	16,541
TOTAL ASSETS	$	10,846	$	17,064	$	35,125	$	(30,261	)	$	32,774
LIABILITIES AND EQUITY
Fiduciary liabilities	$	—	$	—	$	12,751	$	—		$	12,751
Deferred revenue and accrued expenses	—		57		1,346		(92		)	1,311
Short-term debt and current portion of long-term debt	—		—		85		—			85
Other current liabilities	87		189		606		—			882
Amounts due to group undertakings	—		8,329		2,242		(10,571		)	—
Total current liabilities	87		8,575		17,030		(10,663		)	15,029
Long-term debt	496		3,473		128		—			4,097
Liability for pension benefits	—		—		1,271		—			1,271
Deferred tax liabilities	—		—		1,024		(201		)	823
Provision for liabilities	—		120		517		—			637
Other non-current liabilities	—		33		454		(14		)	473
Non-current amounts due to group undertakings	—		—		5,260		(5,260		)	—
Total non-current liabilities	496		3,626		8,654		(5,475		)	7,301
TOTAL LIABILITIES	583		12,201		25,684		(16,138		)	22,330
REDEEMABLE NON-CONTROLLING INTEREST	—		—		57		—			57
EQUITY
Total Willis Towers Watson shareholders’ equity	10,263		4,863		9,260		(14,123		)	10,263
Non-controlling interests	—		—		124		—			124
Total equity	10,263		4,863		9,384		(14,123		)	10,387
TOTAL LIABILITIES AND EQUITY	$	10,846	$	17,064	$	35,125	$	(30,261	)	$	32,774

Unaudited Condensed Consolidating Balance Sheet



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

Unaudited Condensed Consolidating Balance Sheet



	As of June 30, 2017
	Willis Towers Watson		The Other Guarantors		The Issuer		Other		Consolidating adjustments			Consolidated
ASSETS
Cash and cash equivalents	$	—	$	7	$	—	$	845	$	—		$	852
Fiduciary assets	—		—		—		12,751		—			12,751
Accounts receivable, net	—		5		—		2,283		—			2,288
Prepaid and other current assets	1		147		1		199		(6		)	342
Amounts due from group undertakings	6,283		1,736		1,503		2,559		(12,081		)	—
Total current assets	6,284		1,895		1,504		18,637		(12,087		)	16,233
Investments in subsidiaries	4,562		9,324		8,344		—		(22,230		)	—
Fixed assets, net	—		36		—		859		—			895
Goodwill	—		—		—		10,509		—			10,509
Other intangible assets, net	—		61		—		4,156		(61		)	4,156
Pension benefits assets	—		—		—		595		—			595
Other non-current assets	—		226		3		369		(212		)	386
Non-current amounts due from group undertakings	—		4,461		1,318		—		(5,779		)	—
Total non-current assets	4,562		14,108		9,665		16,488		(28,282		)	16,541
TOTAL ASSETS	$	10,846	$	16,003	$	11,169	$	35,125	$	(40,369	)	$	32,774
LIABILITIES AND EQUITY
Fiduciary liabilities	$	—	$	—	$	—	$	12,751	$	—		$	12,751
Deferred revenue and accrued expenses	—		57		—		1,346		(92		)	1,311
Short-term debt and current portion of long-term debt	—		—		—		85		—			85
Other current liabilities	87		165		28		606		(4		)	882
Amounts due to group undertakings	—		9,416		423		2,242		(12,081		)	—
Total current liabilities	87		9,638		451		17,030		(12,177		)	15,029
Long-term debt	496		830		2,643		128		—			4,097
Liability for pension benefits	—		—		—		1,271		—			1,271
Deferred tax liabilities	—		—		—		1,024		(201		)	823
Provision for liabilities	—		120		—		517		—			637
Other non-current liabilities	—		33		—		454		(14		)	473
Non-current amounts due to group undertakings	—		519		—		5,260		(5,779		)	—
Total non-current liabilities	496		1,502		2,643		8,654		(5,994		)	7,301
TOTAL LIABILITIES	583		11,140		3,094		25,684		(18,171		)	22,330
REDEEMABLE NON-CONTROLLING INTEREST	—		—		—		57		—			57
EQUITY
Total Willis Towers Watson shareholders’ equity	10,263		4,863		8,075		9,260		(22,198		)	10,263
Non-controlling interests	—		—		—		124		—			124
Total equity	10,263		4,863		8,075		9,384		(22,198		)	10,387
TOTAL LIABILITIES AND EQUITY	$	10,846	$	16,003	$	11,169	$	35,125	$	(40,369	)	$	32,774

Unaudited Condensed Consolidating 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 NON-CONTROLLING INTEREST	—		—		—		51		—			51
EQUITY
Total Willis Towers Watson shareholders’ equity	10,065		3,243		6,975		9,077		(19,295		)	10,065
Non-controlling 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

Unaudited Condensed Consolidated Statement of Cash Flows

Unaudited Condensed Consolidating Statement of Cash Flows



	Six Months Ended June 30, 2017
	Willis Towers Watson			The Other Guarantors			The Issuer			Other			Consolidating adjustments			Consolidated
NET CASH FROM/(USED IN) OPERATING ACTIVITIES	$	448		$	123		$	39		$	(116	)	$	(175	)	$	319
CASH FLOWS (USED IN)/FROM INVESTING ACTIVITIES
Additions to fixed assets and software for internal use	—			(5		)	—			(114		)	—			(119		)
Capitalized software costs	—			—			—			(32		)	—			(32		)
Acquisitions of operations, net of cash acquired	—			—			—			(13		)	—			(13		)
Other, net	—			—			—			9			—			9
Proceeds from intercompany investing activities	1,008			284			10			215			(1,517		)	—
Repayments of intercompany investing activities	(60		)	(400		)	(3		)	(31		)	494			—
Reduction in investment in subsidiaries	—			1,000			—			59			(1,059		)	—
Additional investment in subsidiaries	(1,000		)	(59		)	—			—			1,059			—
Net cash (used in)/from investing activities	$	(52	)	$	820		$	7		$	93		$	(1,023	)	$	(155	)
CASH FLOWS USED IN FINANCING ACTIVITIES
Net borrowings on revolving credit facility	—			283			—			—			—			283
Senior notes issued	—			—			650			—			—			650
Proceeds from issuance of other debt	—			—			—			32			—			32
Debt issuance costs	—			(4		)	(5		)	—			—			(9		)
Repayments of debt	—			(215		)	(399		)	(81		)	—			(695		)
Repurchase of shares	(296		)	—			—			—			—			(296		)
Proceeds from issuance of shares	37			—			—			—			—			37
Cash paid for employee taxes on withholding shares	—			—			—			(3		)	—			(3		)
Payments of deferred and contingent consideration related to acquisitions	—			—			—			(44		)	—			(44		)
Dividends paid	(137		)	—			(59		)	(116		)	175			(137		)
Acquisitions of and dividends paid to non-controlling interests	—			—			—			(14		)	—			(14		)
Proceeds from intercompany financing activities	—			32			—			462			(494		)	—
Repayments of intercompany financing activities	—			(1,032		)	(233		)	(252		)	1,517			—
Net cash used in financing activities	$	(396	)	$	(936	)	$	(46	)	$	(16	)	$	1,198		$	(196	)
INCREASE/(DECREASE) IN CASH AND CASH EQUIVALENTS	—			7			—			(39		)	—			(32		)
Effect of exchange rate changes on cash and cash equivalents	—			—			—			14			—			14
CASH AND CASH EQUIVALENTS, BEGINNING OF PERIOD	—			—			—			870			—			870
CASH AND CASH EQUIVALENTS, END OF PERIOD	$	—		$	7		$	—		$	845		$	—		$	852

Unaudited Condensed Consolidating Statement of Cash Flows



	Six Months Ended June 30, 2016
	Willis Towers Watson			The Other Guarantors			The Issuer			Other			Consolidating adjustments			Consolidated
NET CASH FROM/(USED IN) OPERATING ACTIVITIES	$	42		$	(418	)	$	(187	)	$	1,000		$	(1	)	$	436
CASH FLOWS FROM/(USED IN) INVESTING ACTIVITIES
Additions to fixed assets and software for internal use	—			(9		)	(5		)	(78		)	—			(92		)
Capitalized software costs	—			—			—			(42		)	—			(42		)
Acquisitions of operations, net of cash acquired	—			—			—			419			—			419
Other, net	—			—			—			23			—			23
Repayments of intercompany investing activities	(4,268		)	(3,696		)	—			(696		)	8,660			—
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	$	332		$	(4,705	)	$	(5	)	$	(3,974	)	$	8,660		$	308
CASH FLOWS (USED IN)/FROM FINANCING ACTIVITIES
Net payments on revolving credit facility	—			(393		)	—			—			—			(393		)
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		)	(1,026		)	—			(500		)	—			(1,826		)
Repurchase of shares	(38		)	—			—			—			—			(38		)
Proceeds from issuance of shares	28			—			—			—			—			28
Dividends paid	(67		)	—			—			(1		)	1			(67		)
Cash paid for employee taxes on withholding shares	—			—			—			(9		)	—			(9		)
Acquisitions of and dividends paid to non-controlling interests	—			—			—			(15		)	—			(15		)
Proceeds from intercompany financing activities	—			4,611			192			3,857			(8,660		)	—
Net cash (used in)/from financing activities	$	(377	)	$	5,184		$	192		$	3,336		$	(8,659	)	$	(324	)
(DECREASE)/INCREASE IN CASH AND CASH EQUIVALENTS	(3		)	61			—			362			—			420
Effect of exchange rate changes on cash and cash equivalents	—			—			—			(3		)	—			(3		)
CASH AND CASH EQUIVALENTS, BEGINNING OF PERIOD	3			2			—			527			—			532
CASH AND CASH EQUIVALENTS, END OF PERIOD	$	—		$	63		$	—		$	886		$	—		$	949

Unaudited Condensed Consolidating Statement of Cash Flows



	Six Months Ended June 30, 2017
	Willis Towers Watson — the Parent Issuer			The Guarantors			Other			Consolidating adjustments			Consolidated
NET CASH FROM/(USED IN) OPERATING ACTIVITIES	$	448		$	103		$	(116	)	$	(116	)	$	319
CASH FLOWS (USED IN)/FROM INVESTING ACTIVITIES
Additions to fixed assets and software for internal use	—			(5		)	(114		)	—			(119		)
Capitalized software costs	—			—			(32		)	—			(32		)
Acquisitions of operations, net of cash acquired	—			—			(13		)	—			(13		)
Other, net	—			—			9			—			9
Proceeds from intercompany investing activities	1,008			252			215			(1,475		)	—
Repayments of intercompany investing activities	(60		)	(403		)	(31		)	494			—
Reduction in investment in subsidiaries	—			1,000			59			(1,059		)	—
Additional investment in subsidiaries	(1,000		)	(59		)	—			1,059			—
Net cash (used in)/from investing activities	$	(52	)	$	785		$	93		$	(981	)	$	(155	)
CASH FLOWS USED IN FINANCING ACTIVITIES
Net borrowings on revolving credit facility	—			283			—			—			283
Senior notes issued	—			650			—			—			650
Proceeds from issuance of other debt	—			—			32			—			32
Debt issuance costs	—			(9		)	—			—			(9		)
Repayments of debt	—			(614		)	(81		)	—			(695		)
Repurchase of shares	(296		)	—			—			—			(296		)
Proceeds from issuance of shares	37			—			—			—			37
Cash paid for employee taxes on withholding shares	—			—			(3		)	—			(3		)
Payments of deferred and contingent consideration related to acquisitions	—			—			(44		)	—			(44		)
Dividends paid	(137		)	—			(116		)	116			(137		)
Acquisitions of and dividends paid to non-controlling interests	—			—			(14		)	—			(14		)
Proceeds from intercompany financing activities	—			32			462			(494		)	—
Repayments of intercompany financing activities	—			(1,223		)	(252		)	1,475			—
Net cash used in financing activities	$	(396	)	$	(881	)	$	(16	)	$	1,097		$	(196	)
INCREASE/(DECREASE) IN CASH AND CASH EQUIVALENTS	—			7			(39		)	—			(32		)
Effect of exchange rate changes on cash and cash equivalents	—			—			14			—			14
CASH AND CASH EQUIVALENTS, BEGINNING OF PERIOD	—			—			870			—			870
CASH AND CASH EQUIVALENTS, END OF PERIOD	$	—		$	7		$	845		$	—		$	852

Unaudited Condensed Consolidating Statement of Cash Flows



	Six Months Ended June 30, 2016
	Willis Towers Watson — the Parent Issuer			The Guarantors			Other			Consolidating adjustments			Consolidated
NET CASH FROM/(USED IN) OPERATING ACTIVITIES	$	42		$	(605	)	$	1,000		$	(1	)	$	436
CASH FLOWS FROM/(USED IN) INVESTING ACTIVITIES
Additions to fixed assets and software for internal use	—			(14		)	(78		)	—			(92		)
Capitalized software costs	—			—			(42		)	—			(42		)
Acquisitions of operations, net of cash acquired	—			—			419			—			419
Other, net	—			—			23			—			23
Repayments of intercompany investing activities	(4,268		)	(3,696		)	(696		)	8,660			—
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	$	332		$	(4,710	)	$	(3,974	)	$	8,660		$	308
CASH FLOWS (USED IN)/FROM FINANCING ACTIVITIES
Net payments on revolving credit facility	—			(393		)	—			—			(393		)
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		)	(1,026		)	(500		)	—			(1,826		)
Repurchase of shares	(38		)	—			—			—			(38		)
Proceeds from issuance of shares	28			—			—			—			28
Dividends paid	(67		)	—			(1		)	1			(67		)
Cash paid for employee taxes on withholding shares	—			—			(9		)	—			(9		)
Acquisitions of and dividends paid to non-controlling interests	—			—			(15		)	—			(15		)
Proceeds from intercompany financing activities	—			4,803			3,857			(8,660		)	—
Net cash (used in)/from financing activities	$	(377	)	$	5,376		$	3,336		$	(8,659	)	$	(324	)
(DECREASE)/INCREASE IN CASH AND CASH EQUIVALENTS	(3		)	61			362			—			420
Effect of exchange rate changes on cash and cash equivalents	—			—			(3		)	—			(3		)
CASH AND CASH EQUIVALENTS, BEGINNING OF PERIOD	3			2			527			—			532
CASH AND CASH EQUIVALENTS, END OF PERIOD	$	—		$	63		$	886		$	—		$	949

Unaudited Condensed Consolidating Statement of Cash Flows



	Six Months Ended June 30, 2017
	Willis Towers Watson			The Other Guarantors			The Issuer			Other			Consolidating adjustments			Consolidated
NET CASH FROM/(USED IN) OPERATING ACTIVITIES	$	448		$	(274	)	$	434		$	(116	)	$	(173	)	$	319
CASH FLOWS (USED IN)/FROM INVESTING ACTIVITIES
Additions to fixed assets and software for internal use	—			(5		)	—			(114		)	—			(119		)
Capitalized software costs	—			—			—			(32		)	—			(32		)
Acquisitions of operations, net of cash acquired	—			—			—			(13		)	—			(13		)
Other, net	—			—			—			9			—			9
Proceeds from intercompany investing activities	1,008			75			219			215			(1,517		)	—
Repayments of intercompany investing activities	(60		)	(3		)	(692		)	(31		)	786			—
Reduction in investment in subsidiaries	—			1,000			—			59			(1,059		)	—
Additional investment in subsidiaries	(1,000		)	(59		)	—			—			1,059			—
Net cash (used in)/from investing activities	$	(52	)	$	1,008		$	(473	)	$	93		$	(731	)	$	(155	)
CASH FLOWS (USED IN)/FROM FINANCING ACTIVITIES
Net borrowings on revolving credit facility	—			—			283			—			—			283
Senior notes issued	—			650			—			—			—			650
Proceeds from issuance of other debt	—			—			—			32			—			32
Debt issuance costs	—			(5		)	(4		)	—			—			(9		)
Repayments of debt	—			(399		)	(215		)	(81		)	—			(695		)
Repurchase of shares	(296		)	—			—			—			—			(296		)
Proceeds from issuance of shares	37			—			—			—			—			37
Cash paid for employee taxes on withholding shares	—			—			—			(3		)	—			(3		)
Payments of deferred and contingent consideration related to acquisitions	—			—			—			(44		)	—			(44		)
Dividends paid	(137		)	(57		)	—			(116		)	173			(137		)
Acquisitions of and dividends paid to non-controlling interests	—			—			—			(14		)	—			(14		)
Proceeds from intercompany financing activities	—			324			—			462			(786		)	—
Repayments of intercompany financing activities	—			(1,240		)	(25		)	(252		)	1,517			—
Net cash (used in)/from financing activities	$	(396	)	$	(727	)	$	39		$	(16	)	$	904		$	(196	)
INCREASE/(DECREASE) IN CASH AND CASH EQUIVALENTS	—			7			—			(39		)	—			(32		)
Effect of exchange rate changes on cash and cash equivalents	—			—			—			14			—			14
CASH AND CASH EQUIVALENTS, BEGINNING OF PERIOD	—			—			—			870			—			870
CASH AND CASH EQUIVALENTS, END OF PERIOD	$	—		$	7		$	—		$	845		$	—		$	852

Unaudited Condensed Consolidating Statement of Cash Flows



	Six Months Ended June 30, 2016
	Willis Towers Watson			The Other Guarantors			The Issuer			Other			Consolidating adjustments			Consolidated
NET CASH FROM/(USED IN) OPERATING ACTIVITIES	$	42		$	(228	)	$	(377	)	$	1,000		$	(1	)	$	436
CASH FLOWS FROM/(USED IN) INVESTING ACTIVITIES
Additions to fixed assets and software for internal use	—			(14		)	—			(78		)	—			(92		)
Capitalized software costs	—			—			—			(42		)	—			(42		)
Acquisitions of operations, net of cash acquired	—			—			—			419			—			419
Other, net	—			—			—			23			—			23
Proceeds from intercompany investing activities	—			12			—			—			(12		)	—
Repayments of intercompany investing activities	(4,268		)	(3,512		)	(184		)	(696		)	8,660			—
Reduction in investment subsidiaries	4,600			3,600			—			—			(8,200		)	—
Additional investment in subsidiaries	—			(4,600		)	—			(3,600		)	8,200			—
Net cash from/(used in) investing activities	$	332		$	(4,514	)	$	(184	)	$	(3,974	)	$	8,648		$	308
CASH FLOWS (USED IN)/FROM FINANCING ACTIVITIES
Net payments on revolving credit facility	—			—			(393		)	—			—			(393		)
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		)	—			(1,026		)	(500		)	—			(1,826		)
Repurchase of shares	(38		)	—			—			—			—			(38		)
Proceeds from issuance of shares	28			—			—			—			—			28
Dividends paid	(67		)	—			—			(1		)	1			(67		)
Cash paid for employee taxes on withholding shares	—			—			—			(9		)	—			(9		)
Acquisitions of and dividends paid to non-controlling interests	—			—			—			(15		)	—			(15		)
Proceeds from intercompany financing activities	—			4,803			—			3,857			(8,660		)	—
Repayments of intercompany financing activities	—			—			(12		)	—			12			—
Net cash (used in)/from financing activities	$	(377	)	$	4,803		$	561		$	3,336		$	(8,647	)	$	(324	)
(DECREASE)/INCREASE IN CASH AND CASH EQUIVALENTS	(3		)	61			—			362			—			420
Effect of exchange rate changes on cash and cash equivalents	—			—			—			(3		)	—			(3		)
CASH AND CASH EQUIVALENTS, BEGINNING OF PERIOD	3			2			—			527			—			532
CASH AND CASH EQUIVALENTS, END OF PERIOD	$	—		$	63		$	—		$	886		$	—		$	949

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

6 Months Ended

Jun. 30, 2017

Condensed Financial Information of Parent Company Only Disclosure [Abstract]

Unaudited Condensed Consolidated Statement of Comprehensive Income

Unaudited Condensed Consolidating Statement of Comprehensive Income



	Three Months Ended June 30, 2017
	Willis Towers Watson			The Other Guarantors			The Issuer			Other			Consolidating adjustments			Consolidated
Revenues
Commissions and fees	$	—		$	—		$	5		$	1,925		$	—		$	1,930
Interest and other income	—			—			—			23			—			23
Total revenues	—			—			5			1,948			—			1,953
Costs of providing services
Salaries and benefits	1			—			10			1,137			—			1,148
Other operating expenses	1			37			—			353			—			391
Depreciation	—			2			—			49			—			51
Amortization	—			2			—			147			—			149
Restructuring costs	—			—			(3		)	30			—			27
Integration expenses	—			29			(1		)	35			—			63
Total costs of providing services	2			70			6			1,751			—			1,829
(Loss)/income from operations	(2		)	(70		)	(1		)	197			—			124
Income from Group undertakings	—			(138		)	(41		)	(15		)	194			—
Expenses due to Group undertakings	—			—			50			144			(194		)	—
Interest expense	8			26			6			6			—			46
Other expense, net	—			—			—			30			—			30
(LOSS)/INCOME FROM OPERATIONS BEFORE INCOME TAXES AND INTEREST IN EARNINGS OF ASSOCIATES	(10		)	42			(16		)	32			—			48
(Benefit)/provision for income taxes	(1		)	5			(1		)	5			—			8
(LOSS)/INCOME FROM OPERATIONS BEFORE INTEREST IN EARNINGS OF ASSOCIATES	(9		)	37			(15		)	27			—			40
Interest in earnings of associates, net of tax	—			—			—			1			—			1
Equity account for subsidiaries	42			(11		)	50			—			(81		)	—
NET INCOME	33			26			35			28			(81		)	41
Income attributable to non-controlling interests	—			—			—			(8		)	—			(8		)
NET INCOME ATTRIBUTABLE TO WILLIS TOWERS WATSON	$	33		$	26		$	35		$	20		$	(81	)	$	33

Comprehensive income before non-controlling interests	$	165		$	156		$	136		$	152		$	(428	)	$	181
Comprehensive income attributable to non-controlling interest	—			—			—			(16		)	—			(16		)
Comprehensive income attributable to Willis Towers Watson	$	165		$	156		$	136		$	136		$	(428	)	$	165

Unaudited Condensed Consolidating Statement of Comprehensive Income



	Three Months Ended June 30, 2016
	Willis Towers Watson			The Other Guarantors			The Issuer			Other			Consolidating adjustments			Consolidated
Revenues
Commissions and fees	$	—		$	—		$	4		$	1,890		$	—		$	1,894
Interest and other income	—			1			—			54			—			55
Total revenues	—			1			4			1,944			—			1,949
Costs of providing services
Salaries and benefits	1			1			10			1,189			—			1,201
Other operating expenses	2			22			14			335			—			373
Depreciation	—			1			3			40			—			44
Amortization	—			—			—			125			—			125
Restructuring costs	—			7			7			27			—			41
Integration expenses	(1		)	—			4			26			—			29
Total costs of providing services	2			31			38			1,742			—			1,813
(Loss)/income from operations	(2		)	(30		)	(34		)	202			—			136
Income from Group undertakings	—			(120		)	(62		)	(40		)	222			—
Expenses due to Group undertakings	—			26			43			153			(222		)	—
Interest expense	6			26			9			6			—			47
Other income, net	—			(2		)	—			(4		)	—			(6		)
(LOSS)/INCOME FROM OPERATIONS BEFORE INCOME TAXES AND INTEREST IN EARNINGS OF ASSOCIATES	(8		)	40			(24		)	87			—			95
(Benefit)/provision for income taxes	—			(10		)	(3		)	32			—			19
(LOSS)/INCOME FROM OPERATIONS BEFORE INTEREST IN EARNINGS OF ASSOCIATES	(8		)	50			(21		)	55			—			76
Equity account for subsidiaries	80			7			107			—			(194		)	—
NET INCOME	72			57			86			55			(194		)	76
Income attributable to non-controlling interests	—			—			—			(4		)	—			(4		)
NET INCOME ATTRIBUTABLE TO WILLIS TOWERS WATSON	$	72		$	57		$	86		$	51		$	(194	)	$	72

Comprehensive (loss)/income before non-controlling interests	$	(56	)	$	(70	)	$	27		$	(61	)	$	98		$	(62	)
Comprehensive loss attributable to non-controlling interest	—			—			—			6			—			6
Comprehensive (loss)/income attributable to Willis Towers Watson	$	(56	)	$	(70	)	$	27		$	(55	)	$	98		$	(56	)

Unaudited Condensed Consolidating Statement of Comprehensive Income



	Six Months Ended June 30, 2017
	Willis Towers Watson			The Other Guarantors			The Issuer			Other			Consolidating adjustments			Consolidated
Revenues
Commissions and fees	$	—		$	—		$	11		$	4,222		$	—		$	4,233
Interest and other income	—			—			—			39			—			39
Total revenues	—			—			11			4,261			—			4,272
Costs of providing services
Salaries and benefits	2			—			20			2,317			—			2,339
Other operating expenses	2			44			10			736			—			792
Depreciation	—			3			—			94			—			97
Amortization	—			2			—			298			—			300
Restructuring costs	—			4			—			50			—			54
Integration expenses	—			30			2			71			—			103
Total costs of providing services	4			83			32			3,566			—			3,685
(Loss)/income from operations	(4		)	(83		)	(21		)	695			—			587
Income from Group undertakings	—			(266		)	(114		)	(73		)	453			—
Expenses due to Group undertakings	—			39			96			318			(453		)	—
Interest expense	15			50			16			11			—			92
Other expense, net	—			—			—			50			—			50
(LOSS)/INCOME FROM OPERATIONS BEFORE INCOME TAXES AND INTEREST IN EARNINGS OF ASSOCIATES	(19		)	94			(19		)	389			—			445
(Benefit)/provision for income taxes	(1		)	9			(3		)	49			—			54
(LOSS)/INCOME FROM OPERATIONS BEFORE INTEREST IN EARNINGS OF ASSOCIATES	(18		)	85			(16		)	340			—			391
Interest in earnings of associates, net of tax	—			—			—			2			—			2
Equity account for subsidiaries	395			300			225			—			(920		)	—
NET INCOME	377			385			209			342			(920		)	393
Income attributable to non-controlling interests	—			—			—			(16		)	—			(16		)
NET INCOME ATTRIBUTABLE TO WILLIS TOWERS WATSON	$	377		$	385		$	209		$	326		$	(920	)	$	377

Comprehensive income before non-controlling interests	$	485		$	490		$	283		$	438		$	(1,184	)	$	512
Comprehensive income attributable to non-controlling interests	—			—			—			(27		)	—			(27		)
Comprehensive income attributable to Willis Towers Watson	$	485		$	490		$	283		$	411		$	(1,184	)	$	485

Unaudited Condensed Consolidating Statement of Comprehensive Income



	Six Months Ended June 30, 2016
	Willis Towers Watson			The Other Guarantors			The Issuer			Other			Consolidating adjustments			Consolidated
Revenues
Commissions and fees	$	—		$	—		$	11		$	4,102		$	—		$	4,113
Interest and other income	—			1			—			69			—			70
Total revenues	—			1			11			4,171			—			4,183
Costs of providing services
Salaries and benefits	1			1			24			2,371			—			2,397
Other operating expenses	3			57			72			672			—			804
Depreciation	—			2			7			78			—			87
Amortization	—			—			—			286			—			286
Restructuring costs	—			11			16			39			—			66
Integration expenses	—			12			10			59			—			81
Total costs of providing services	4			83			129			3,505			—			3,721
(Loss)/income from operations	(4		)	(82		)	(118		)	666			—			462
Income from Group undertakings	—			(241		)	(116		)	(70		)	427			—
Expenses due to Group undertakings	—			40			86			301			(427		)	—
Interest expense	17			43			19			14			—			93
Other expense/(income), net	1			(2		)	—			13			—			12
(LOSS)/INCOME FROM OPERATIONS BEFORE INCOME TAXES AND INTEREST IN EARNINGS OF ASSOCIATES	(22		)	78			(107		)	408			—			357
(Benefit)/provision for income taxes	—			(23		)	(31		)	91			—			37
(LOSS)/INCOME FROM OPERATIONS BEFORE INTEREST IN EARNINGS OF ASSOCIATES	(22		)	101			(76		)	317			—			320
Interest in earnings of associates, net of tax	—			—			—			1			—			1
Equity account for subsidiaries	332			206			121			—			(659		)	—
NET INCOME	310			307			45			318			(659		)	321
Income attributable to non-controlling interests	—			—			—			(11		)	—			(11		)
NET INCOME ATTRIBUTABLE TO WILLIS TOWERS WATSON	$	310		$	307		$	45		$	307		$	(659	)	$	310

Comprehensive income/(loss) before non-controlling interests	$	166		$	162		$	(31	)	$	179		$	(307	)	$	169
Comprehensive income attributable to non-controlling interest	—			—			—			(3		)	—			(3		)
Comprehensive income/(loss) attributable to Willis Towers Watson	$	166		$	162		$	(31	)	$	176		$	(307	)	$	166

Unaudited Condensed Consolidating Statement of Comprehensive Income



	Three Months Ended June 30, 2017
	Willis Towers Watson — the Parent Issuer			The Guarantors			Other			Consolidating adjustments			Consolidated
Revenues
Commissions and fees	$	—		$	5		$	1,925		$	—		$	1,930
Interest and other income	—			—			23			—			23
Total revenues	—			5			1,948			—			1,953
Costs of providing services
Salaries and benefits	1			10			1,137			—			1,148
Other operating expenses	1			37			353			—			391
Depreciation	—			2			49			—			51
Amortization	—			2			147			—			149
Restructuring costs	—			(3		)	30			—			27
Integration expenses	—			28			35			—			63
Total costs of providing services	2			76			1,751			—			1,829
(Loss)/income from operations	(2		)	(71		)	197			—			124
Income from Group undertakings	—			(149		)	(15		)	164			—
Expenses due to Group undertakings	—			20			144			(164		)	—
Interest expense	8			32			6			—			46
Other expense, net	—			—			30			—			30
(LOSS)/INCOME FROM OPERATIONS BEFORE INCOME TAXES AND INTEREST IN EARNINGS OF ASSOCIATES	(10		)	26			32			—			48
(Benefit)/provision for income taxes	(1		)	4			5			—			8
(LOSS)/INCOME FROM OPERATIONS BEFORE INTEREST IN EARNINGS OF ASSOCIATES	(9		)	22			27			—			40
Interest in earnings of associates, net of tax	—			—			1			—			1
Equity account for subsidiaries	42			4			—			(46		)	—
NET INCOME	33			26			28			(46		)	41
Income attributable to non-controlling interests	—			—			(8		)	—			(8		)
NET INCOME ATTRIBUTABLE TO WILLIS TOWERS WATSON	$	33		$	26		$	20		$	(46	)	$	33

Comprehensive income before non-controlling interests	$	165		$	156		$	152		$	(292	)	$	181
Comprehensive income attributable to non-controlling interests	—			—			(16		)	—			(16		)
Comprehensive income attributable to Willis Towers Watson	$	165		$	156		$	136		$	(292	)	$	165

Unaudited Condensed Consolidating Statement of Comprehensive Income



	Three Months Ended June 30, 2016
	Willis Towers Watson — the Parent Issuer			The Guarantors			Other			Consolidating adjustments			Consolidated
Revenues
Commissions and fees	$	—		$	4		$	1,890		$	—		$	1,894
Interest and other income	—			1			54			—			55
Total revenues	—			5			1,944			—			1,949
Costs of providing services
Salaries and benefits	1			11			1,189			—			1,201
Other operating expenses	2			36			335			—			373
Depreciation	—			4			40			—			44
Amortization	—			—			125			—			125
Restructuring costs	—			14			27			—			41
Integration expenses	(1		)	4			26			—			29
Total costs of providing services	2			69			1,742			—			1,813
(Loss)/income from operations	(2		)	(64		)	202			—			136
Income from Group undertakings	—			(155		)	(40		)	195			—
Expenses due to Group undertakings	—			42			153			(195		)	—
Interest expense	6			35			6			—			47
Other income, net	—			(2		)	(4		)	—			(6		)
(LOSS)/INCOME FROM OPERATIONS BEFORE INCOME TAXES AND INTEREST IN EARNINGS OF ASSOCIATES	(8		)	16			87			—			95
(Benefit)/provision for income taxes	—			(13		)	32			—			19
(LOSS)/INCOME FROM OPERATIONS BEFORE INTEREST IN EARNINGS OF ASSOCIATES	(8		)	29			55			—			76
Equity account for subsidiaries	80			28			—			(108		)	—
NET INCOME	72			57			55			(108		)	76
Income attributable to non-controlling interests	—			—			(4		)	—			(4		)
NET INCOME ATTRIBUTABLE TO WILLIS TOWERS WATSON	$	72		$	57		$	51		$	(108	)	$	72

Comprehensive loss before non-controlling interests	$	(56	)	$	(70	)	$	(62	)	$	126		$	(62	)
Comprehensive loss attributable to non-controlling interests	—			—			6			—			6
Comprehensive loss attributable to Willis Towers Watson	$	(56	)	$	(70	)	$	(56	)	$	126		$	(56	)

Unaudited Condensed Consolidating Statement of Comprehensive Income



	Six Months Ended June 30, 2017
	Willis Towers Watson — the Parent Issuer			The Guarantors			Other			Consolidating adjustments			Consolidated
Revenues
Commissions and fees	$	—		$	11		$	4,222		$	—		$	4,233
Interest and other income	—			—			39			—			39
Total revenues	—			11			4,261			—			4,272
Costs of providing services
Salaries and benefits	2			20			2,317			—			2,339
Other operating expenses	2			54			736			—			792
Depreciation	—			3			94			—			97
Amortization	—			2			298			—			300
Restructuring costs	—			4			50			—			54
Integration expenses	—			32			71			—			103
Total costs of providing services	4			115			3,566			—			3,685
(Loss)/income from operations	(4		)	(104		)	695			—			587
Income from Group undertakings	—			(323		)	(73		)	396			—
Expenses due to Group undertakings	—			78			318			(396		)	—
Interest expense	15			66			11			—			92
Other expense, net	—			—			50			—			50
(LOSS)/INCOME FROM OPERATIONS BEFORE INCOME TAXES AND INTEREST IN EARNINGS OF ASSOCIATES	(19		)	75			389			—			445
(Benefit)/provision for income taxes	(1		)	6			49			—			54
(LOSS)/INCOME FROM OPERATIONS BEFORE INTEREST IN EARNINGS OF ASSOCIATES	(18		)	69			340			—			391
Interest in earnings of associates, net of tax	—			—			2			—			2
Equity account for subsidiaries	395			316			—			(711		)	—
NET INCOME	377			385			342			(711		)	393
Income attributable to non-controlling interests	—			—			(16		)	—			(16		)
NET INCOME ATTRIBUTABLE TO WILLIS TOWERS WATSON	$	377		$	385		$	326		$	(711	)	$	377

Comprehensive income before non-controlling interests	$	485		$	490		$	438		$	(901	)	$	512
Comprehensive income attributable to non-controlling interests	—			—			(27		)	—			(27		)
Comprehensive income attributable to Willis Towers Watson	$	485		$	490		$	411		$	(901	)	$	485

Unaudited Condensed Consolidating Statement of Comprehensive Income



	Six Months Ended June 30, 2016
	Willis Towers Watson — the Parent Issuer			The Guarantors			Other			Consolidating adjustments			Consolidated
Revenues
Commissions and fees	$	—		$	11		$	4,102		$	—		$	4,113
Interest and other income	—			1			69			—			70
Total revenues	—			12			4,171			—			4,183
Costs of providing services
Salaries and benefits	1			25			2,371			—			2,397
Other operating expenses	3			129			672			—			804
Depreciation	—			9			78			—			87
Amortization	—			—			286			—			286
Restructuring costs	—			27			39			—			66
Integration expenses	—			22			59			—			81
Total costs of providing services	4			212			3,505			—			3,721
(Loss)/income from operations	(4		)	(200		)	666			—			462
Income from Group undertakings	—			(302		)	(70		)	372			—
Expenses due to Group undertakings	—			71			301			(372		)	—
Interest expense	17			62			14			—			93
Other expense/(income), net	1			(2		)	13			—			12
(LOSS)/INCOME FROM OPERATIONS BEFORE INCOME TAXES AND INTEREST IN EARNINGS OF ASSOCIATES	(22		)	(29		)	408			—			357
(Benefit)/provision for income taxes	—			(54		)	91			—			37
(LOSS)/INCOME FROM OPERATIONS BEFORE INTEREST IN EARNINGS OF ASSOCIATES	(22		)	25			317			—			320
Interest in earnings of associates, net of tax	—			—			1			—			1
Equity account for subsidiaries	332			282			—			(614		)	—
NET INCOME	310			307			318			(614		)	321
Income attributable to non-controlling interests	—			—			(11		)	—			(11		)
NET INCOME ATTRIBUTABLE TO WILLIS TOWERS WATSON	$	310		$	307		$	307		$	(614	)	$	310

Comprehensive income before non-controlling interests	$	166		$	162		$	179		$	(338	)	$	169
Comprehensive income attributable to non-controlling interests	—			—			(3		)	—			(3		)
Comprehensive income attributable to Willis Towers Watson	$	166		$	162		$	176		$	(338	)	$	166

Unaudited Condensed Consolidating Statement of Comprehensive Income



	Three Months Ended June 30, 2017
	Willis Towers Watson			The Other Guarantors			The Issuer			Other			Consolidating adjustments			Consolidated
Revenues
Commissions and fees	$	—		$	5		$	—		$	1,925		$	—		$	1,930
Interest and other income	—			—			—			23			—			23
Total revenues	—			5			—			1,948			—			1,953
Costs of providing services
Salaries and benefits	1			10			—			1,137			—			1,148
Other operating expenses	1			37			—			353			—			391
Depreciation	—			2			—			49			—			51
Amortization	—			2			—			147			—			149
Restructuring costs	—			(3		)	—			30			—			27
Integration expenses	—			28			—			35			—			63
Total costs of providing services	2			76			—			1,751			—			1,829
(Loss)/income from operations	(2		)	(71		)	—			197			—			124
Income from Group undertakings	—			(141		)	(38		)	(15		)	194			—
Expenses due to Group undertakings	—			43			7			144			(194		)	—
Interest expense	8			6			26			6			—			46
Other expense, net	—			—			—			30			—			30
(LOSS)/INCOME FROM OPERATIONS BEFORE INCOME TAXES AND INTEREST IN EARNINGS OF ASSOCIATES	(10		)	21			5			32			—			48
(Benefit)/provision for income taxes	(1		)	3			1			5			—			8
(LOSS)/INCOME FROM OPERATIONS BEFORE INTEREST IN EARNINGS OF ASSOCIATES	(9		)	18			4			27			—			40
Interest in earnings of associates, net of tax	—			—			—			1			—			1
Equity account for subsidiaries	42			8			(115		)	—			65			—
NET INCOME/(LOSS)	33			26			(111		)	28			65			41
Income attributable to non-controlling interests	—			—			—			(8		)	—			(8		)
NET INCOME/(LOSS) ATTRIBUTABLE TO WILLIS TOWERS WATSON	$	33		$	26		$	(111	)	$	20		$	65		$	33

Comprehensive income before non-controlling interests	$	165		$	156		$	15		$	152		$	(307	)	$	181
Comprehensive income attributable to non-controlling interests	—			—			—			(16		)	—			(16		)
Comprehensive income attributable to Willis Towers Watson	$	165		$	156		$	15		$	136		$	(307	)	$	165

Unaudited Condensed Consolidating Statement of Comprehensive Income



	Three Months Ended June 30, 2016
	Willis Towers Watson			The Other Guarantors			The Issuer			Other			Consolidating adjustments			Consolidated
Revenues
Commissions and fees	$	—		$	4		$	—		$	1,890		$	—		$	1,894
Interest and other income	—			1			—			54			—			55
Total revenues	—			5			—			1,944			—			1,949
Costs of providing services
Salaries and benefits	1			11			—			1,189			—			1,201
Other operating expenses	2			36			—			335			—			373
Depreciation	—			4			—			40			—			44
Amortization	—			—			—			125			—			125
Restructuring costs	—			14			—			27			—			41
Integration expenses	(1		)	4			—			26			—			29
Total costs of providing services	2			69			—			1,742			—			1,813
(Loss)/income from operations	(2		)	(64		)	—			202			—			136
Income from Group undertakings	—			(150		)	(33		)	(40		)	223			—
Expenses due to Group undertakings	—			64			6			153			(223		)	—
Interest expense	6			9			26			6			—			47
Other income, net	—			(2		)	—			(4		)	—			(6		)
(LOSS)/INCOME FROM OPERATIONS BEFORE INCOME TAXES AND INTEREST IN EARNINGS OF ASSOCIATES	(8		)	15			1			87			—			95
(Benefit)/provision for income taxes	—			(13		)	—			32			—			19
(LOSS)/INCOME FROM OPERATIONS BEFORE INTEREST IN EARNINGS OF ASSOCIATES	(8		)	28			1			55			—			76
Equity account for subsidiaries	80			29			(62		)	—			(47		)	—
NET INCOME	72			57			(61		)	55			(47		)	76
Income attributable to non-controlling interests	—			—			—			(4		)	—			(4		)
NET INCOME/(LOSS) ATTRIBUTABLE TO WILLIS TOWERS WATSON	$	72		$	57		$	(61	)	$	51		$	(47	)	$	72

Comprehensive loss before non-controlling interests	$	(56	)	$	(70	)	$	(105	)	$	(62	)	$	231		$	(62	)
Comprehensive loss attributable to non-controlling interests	—			—			—			6			—			6
Comprehensive loss attributable to Willis Towers Watson	$	(56	)	$	(70	)	$	(105	)	$	(56	)	$	231		$	(56	)

Unaudited Condensed Consolidating Statement of Comprehensive Income



	Six Months Ended June 30, 2017
	Willis Towers Watson			The Other Guarantors			The Issuer			Other			Consolidating adjustments			Consolidated
Revenues
Commissions and fees	$	—		$	11		$	—		$	4,222		$	—		$	4,233
Interest and other income	—			—			—			39			—			39
Total revenues	—			11			—			4,261			—			4,272
Costs of providing services
Salaries and benefits	2			20			—			2,317			—			2,339
Other operating expenses	2			54			—			736			—			792
Depreciation	—			3			—			94			—			97
Amortization	—			2			—			298			—			300
Restructuring costs	—			4			—			50			—			54
Integration expenses	—			32			—			71			—			103
Total costs of providing services	4			115			—			3,566			—			3,685
(Loss)/income from operations	(4		)	(104		)	—			695			—			587
Income from Group undertakings	—			(309		)	(72		)	(73		)	454			—
Expenses due to Group undertakings	—			123			13			318			(454		)	—
Interest expense	15			15			51			11			—			92
Other expense, net	—			—			—			50			—			50
(LOSS)/INCOME FROM OPERATIONS BEFORE INCOME TAXES AND INTEREST IN EARNINGS OF ASSOCIATES	(19		)	67			8			389			—			445
(Benefit)/provision for income taxes	(1		)	5			1			49			—			54
(LOSS)/INCOME FROM OPERATIONS BEFORE INTEREST IN EARNINGS OF ASSOCIATES	(18		)	62			7			340			—			391
Interest in earnings of associates, net of tax	—			—			—			2			—			2
Equity account for subsidiaries	395			323			225			—			(943		)	—
NET INCOME	377			385			232			342			(943		)	393
Income attributable to non-controlling interests	—			—			—			(16		)	—			(16		)
NET INCOME ATTRIBUTABLE TO WILLIS TOWERS WATSON	$	377		$	385		$	232		$	326		$	(943	)	$	377

Comprehensive income before non-controlling interests	$	485		$	490		$	334		$	438		$	(1,235	)	$	512
Comprehensive income attributable to non-controlling interests	—			—			—			(27		)	—			(27		)
Comprehensive income attributable to Willis Towers Watson	$	485		$	490		$	334		$	411		$	(1,235	)	$	485

Unaudited Condensed Consolidating Statement of Comprehensive Income



	Six Months Ended June 30, 2016
	Willis Towers Watson			The Other Guarantors			The Issuer			Other			Consolidating adjustments			Consolidated
Revenues
Commissions and fees	$	—		$	11		$	—		$	4,102		$	—		$	4,113
Interest and other income	—			1			—			69			—			70
Total revenues	—			12			—			4,171			—			4,183
Costs of providing services
Salaries and benefits	1			25			—			2,371			—			2,397
Other operating expenses	3			129			—			672			—			804
Depreciation	—			9			—			78			—			87
Amortization	—			—			—			286			—			286
Restructuring costs	—			27			—			39			—			66
Integration expenses	—			22			—			59			—			81
Total costs of providing services	4			212			—			3,505			—			3,721
(Loss)/income from operations	(4		)	(200		)	—			666			—			462
Income from Group undertakings	—			(296		)	(64		)	(70		)	430			—
Expenses due to Group undertakings	—			116			13			301			(430		)	—
Interest expense	17			18			44			14			—			93
Other expense/(income), net	1			(2		)	—			13			—			12
(LOSS)/INCOME FROM OPERATIONS BEFORE INCOME TAXES AND INTEREST IN EARNINGS OF ASSOCIATES	(22		)	(36		)	7			408			—			357
(Benefit)/provision for income taxes	—			(55		)	1			91			—			37
(LOSS)/INCOME FROM OPERATIONS BEFORE INTEREST IN EARNINGS OF ASSOCIATES	(22		)	19			6			317			—			320
Interest in earnings of associates, net of tax	—			—			—			1			—			1
Equity account for subsidiaries	332			288			112			—			(732		)	—
NET INCOME	310			307			118			318			(732		)	321
Income attributable to non-controlling interests	—			—			—			(11		)	—			(11		)
NET INCOME ATTRIBUTABLE TO WILLIS TOWERS WATSON	$	310		$	307		$	118		$	307		$	(732	)	$	310

Comprehensive income before non-controlling interests	$	166		$	162		$	56		$	179		$	(394	)	$	169
Comprehensive income attributable to non-controlling interests	—			—			—			(3		)	—			(3		)
Comprehensive income attributable to Willis Towers Watson	$	166		$	162		$	56		$	176		$	(394	)	$	166

Unaudited Condensed Consolidated Balance Sheet

Unaudited Condensed Consolidating Balance Sheet



	As of June 30, 2017
	Willis Towers Watson		The Other Guarantors		The Issuer		Other		Consolidating adjustments			Consolidated
ASSETS
Cash and cash equivalents	$	—	$	7	$	—	$	845	$	—		$	852
Fiduciary assets	—		—		—		12,751		—			12,751
Accounts receivable, net	—		—		5		2,283		—			2,288
Prepaid and other current assets	1		37		107		199		(2		)	342
Amounts due from group undertakings	6,283		1,276		1,701		2,559		(11,819		)	—
Total current assets	6,284		1,320		1,813		18,637		(11,821		)	16,233
Investments in subsidiaries	4,562		8,614		6,024		—		(19,200		)	—
Fixed assets, net	—		36		—		859		—			895
Goodwill	—		—		—		10,509		—			10,509
Other intangible assets, net	—		61		—		4,156		(61		)	4,156
Pension benefits assets	—		—		—		595		—			595
Other non-current assets	—		11		218		369		(212		)	386
Non-current amounts due from group undertakings	—		4,918		861		—		(5,779		)	—
Total non-current assets	4,562		13,640		7,103		16,488		(25,252		)	16,541
TOTAL ASSETS	$	10,846	$	14,960	$	8,916	$	35,125	$	(37,073	)	$	32,774
LIABILITIES AND EQUITY
Fiduciary liabilities	$	—	$	—	$	—	$	12,751	$	—		$	12,751
Deferred revenue and accrued expenses	—		4		53		1,346		(92		)	1,311
Short-term debt and current portion of long-term debt	—		—		—		85		—			85
Other current liabilities	87		65		124		606		—			882
Amounts due to group undertakings	—		7,370		2,207		2,242		(11,819		)	—
Total current liabilities	87		7,439		2,384		17,030		(11,911		)	15,029
Long-term debt	496		2,643		830		128		—			4,097
Liability for pension benefits	—		—		—		1,271		—			1,271
Deferred tax liabilities	—		—		—		1,024		(201		)	823
Provision for liabilities	—		—		120		517		—			637
Other non-current liabilities	—		15		18		454		(14		)	473
Non-current amounts due to group undertakings	—		—		519		5,260		(5,779		)	—
Total non-current liabilities	496		2,658		1,487		8,654		(5,994		)	7,301
TOTAL LIABILITIES	583		10,097		3,871		25,684		(17,905		)	22,330
REDEEMABLE NON-CONTROLLING INTEREST	—		—		—		57		—			57
EQUITY
Total Willis Towers Watson shareholders’ equity	10,263		4,863		5,045		9,260		(19,168		)	10,263
Non-controlling interests	—		—		—		124		—			124
Total equity	10,263		4,863		5,045		9,384		(19,168		)	10,387
TOTAL LIABILITIES AND EQUITY	$	10,846	$	14,960	$	8,916	$	35,125	$	(37,073	)	$	32,774

Unaudited Condensed Consolidating 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 NON-CONTROLLING INTEREST	—		—		—		51		—			51
EQUITY
Total Willis Towers Watson shareholders’ equity	10,065		3,243		4,258		9,077		(16,578		)	10,065
Non-controlling interests	—		—		—		118		—			118
Total equity	10,065		3,243		4,258		9,195		(16,578		)	10,183
TOTAL LIABILITIES AND EQUITY	$	10,638	$	14,251	$	7,616	$	32,526	$	(34,778	)	$	30,253

Unaudited Condensed Consolidating Balance Sheet



	As of June 30, 2017
	Willis Towers Watson — the Parent Issuer		The Guarantors		Other		Consolidating adjustments			Consolidated
ASSETS
Cash and cash equivalents	$	—	$	7	$	845	$	—		$	852
Fiduciary assets	—		—		12,751		—			12,751
Accounts receivable, net	—		5		2,283		—			2,288
Prepaid and other current assets	1		144		199		(2		)	342
Amounts due from group undertakings	6,283		1,729		2,559		(10,571		)	—
Total current assets	6,284		1,885		18,637		(10,573		)	16,233
Investments in subsidiaries	4,562		9,593		—		(14,155		)	—
Fixed assets, net	—		36		859		—			895
Goodwill	—		—		10,509		—			10,509
Other intangible assets, net	—		61		4,156		(61		)	4,156
Pension benefits assets	—		—		595		—			595
Other non-current assets	—		229		369		(212		)	386
Non-current amounts due from group undertakings	—		5,260		—		(5,260		)	—
Total non-current assets	4,562		15,179		16,488		(19,688		)	16,541
TOTAL ASSETS	$	10,846	$	17,064	$	35,125	$	(30,261	)	$	32,774
LIABILITIES AND EQUITY
Fiduciary liabilities	$	—	$	—	$	12,751	$	—		$	12,751
Deferred revenue and accrued expenses	—		57		1,346		(92		)	1,311
Short-term debt and current portion of long-term debt	—		—		85		—			85
Other current liabilities	87		189		606		—			882
Amounts due to group undertakings	—		8,329		2,242		(10,571		)	—
Total current liabilities	87		8,575		17,030		(10,663		)	15,029
Long-term debt	496		3,473		128		—			4,097
Liability for pension benefits	—		—		1,271		—			1,271
Deferred tax liabilities	—		—		1,024		(201		)	823
Provision for liabilities	—		120		517		—			637
Other non-current liabilities	—		33		454		(14		)	473
Non-current amounts due to group undertakings	—		—		5,260		(5,260		)	—
Total non-current liabilities	496		3,626		8,654		(5,475		)	7,301
TOTAL LIABILITIES	583		12,201		25,684		(16,138		)	22,330
REDEEMABLE NON-CONTROLLING INTEREST	—		—		57		—			57
EQUITY
Total Willis Towers Watson shareholders’ equity	10,263		4,863		9,260		(14,123		)	10,263
Non-controlling interests	—		—		124		—			124
Total equity	10,263		4,863		9,384		(14,123		)	10,387
TOTAL LIABILITIES AND EQUITY	$	10,846	$	17,064	$	35,125	$	(30,261	)	$	32,774

Unaudited Condensed Consolidating Balance Sheet



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

Unaudited Condensed Consolidating Balance Sheet



	As of June 30, 2017
	Willis Towers Watson		The Other Guarantors		The Issuer		Other		Consolidating adjustments			Consolidated
ASSETS
Cash and cash equivalents	$	—	$	7	$	—	$	845	$	—		$	852
Fiduciary assets	—		—		—		12,751		—			12,751
Accounts receivable, net	—		5		—		2,283		—			2,288
Prepaid and other current assets	1		147		1		199		(6		)	342
Amounts due from group undertakings	6,283		1,736		1,503		2,559		(12,081		)	—
Total current assets	6,284		1,895		1,504		18,637		(12,087		)	16,233
Investments in subsidiaries	4,562		9,324		8,344		—		(22,230		)	—
Fixed assets, net	—		36		—		859		—			895
Goodwill	—		—		—		10,509		—			10,509
Other intangible assets, net	—		61		—		4,156		(61		)	4,156
Pension benefits assets	—		—		—		595		—			595
Other non-current assets	—		226		3		369		(212		)	386
Non-current amounts due from group undertakings	—		4,461		1,318		—		(5,779		)	—
Total non-current assets	4,562		14,108		9,665		16,488		(28,282		)	16,541
TOTAL ASSETS	$	10,846	$	16,003	$	11,169	$	35,125	$	(40,369	)	$	32,774
LIABILITIES AND EQUITY
Fiduciary liabilities	$	—	$	—	$	—	$	12,751	$	—		$	12,751
Deferred revenue and accrued expenses	—		57		—		1,346		(92		)	1,311
Short-term debt and current portion of long-term debt	—		—		—		85		—			85
Other current liabilities	87		165		28		606		(4		)	882
Amounts due to group undertakings	—		9,416		423		2,242		(12,081		)	—
Total current liabilities	87		9,638		451		17,030		(12,177		)	15,029
Long-term debt	496		830		2,643		128		—			4,097
Liability for pension benefits	—		—		—		1,271		—			1,271
Deferred tax liabilities	—		—		—		1,024		(201		)	823
Provision for liabilities	—		120		—		517		—			637
Other non-current liabilities	—		33		—		454		(14		)	473
Non-current amounts due to group undertakings	—		519		—		5,260		(5,779		)	—
Total non-current liabilities	496		1,502		2,643		8,654		(5,994		)	7,301
TOTAL LIABILITIES	583		11,140		3,094		25,684		(18,171		)	22,330
REDEEMABLE NON-CONTROLLING INTEREST	—		—		—		57		—			57
EQUITY
Total Willis Towers Watson shareholders’ equity	10,263		4,863		8,075		9,260		(22,198		)	10,263
Non-controlling interests	—		—		—		124		—			124
Total equity	10,263		4,863		8,075		9,384		(22,198		)	10,387
TOTAL LIABILITIES AND EQUITY	$	10,846	$	16,003	$	11,169	$	35,125	$	(40,369	)	$	32,774

Unaudited Condensed Consolidating 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 NON-CONTROLLING INTEREST	—		—		—		51		—			51
EQUITY
Total Willis Towers Watson shareholders’ equity	10,065		3,243		6,975		9,077		(19,295		)	10,065
Non-controlling 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

Unaudited Condensed Consolidated Statement of Cash Flows

Unaudited Condensed Consolidating Statement of Cash Flows



	Six Months Ended June 30, 2017
	Willis Towers Watson			The Other Guarantors			The Issuer			Other			Consolidating adjustments			Consolidated
NET CASH FROM/(USED IN) OPERATING ACTIVITIES	$	448		$	123		$	39		$	(116	)	$	(175	)	$	319
CASH FLOWS (USED IN)/FROM INVESTING ACTIVITIES
Additions to fixed assets and software for internal use	—			(5		)	—			(114		)	—			(119		)
Capitalized software costs	—			—			—			(32		)	—			(32		)
Acquisitions of operations, net of cash acquired	—			—			—			(13		)	—			(13		)
Other, net	—			—			—			9			—			9
Proceeds from intercompany investing activities	1,008			284			10			215			(1,517		)	—
Repayments of intercompany investing activities	(60		)	(400		)	(3		)	(31		)	494			—
Reduction in investment in subsidiaries	—			1,000			—			59			(1,059		)	—
Additional investment in subsidiaries	(1,000		)	(59		)	—			—			1,059			—
Net cash (used in)/from investing activities	$	(52	)	$	820		$	7		$	93		$	(1,023	)	$	(155	)
CASH FLOWS USED IN FINANCING ACTIVITIES
Net borrowings on revolving credit facility	—			283			—			—			—			283
Senior notes issued	—			—			650			—			—			650
Proceeds from issuance of other debt	—			—			—			32			—			32
Debt issuance costs	—			(4		)	(5		)	—			—			(9		)
Repayments of debt	—			(215		)	(399		)	(81		)	—			(695		)
Repurchase of shares	(296		)	—			—			—			—			(296		)
Proceeds from issuance of shares	37			—			—			—			—			37
Cash paid for employee taxes on withholding shares	—			—			—			(3		)	—			(3		)
Payments of deferred and contingent consideration related to acquisitions	—			—			—			(44		)	—			(44		)
Dividends paid	(137		)	—			(59		)	(116		)	175			(137		)
Acquisitions of and dividends paid to non-controlling interests	—			—			—			(14		)	—			(14		)
Proceeds from intercompany financing activities	—			32			—			462			(494		)	—
Repayments of intercompany financing activities	—			(1,032		)	(233		)	(252		)	1,517			—
Net cash used in financing activities	$	(396	)	$	(936	)	$	(46	)	$	(16	)	$	1,198		$	(196	)
INCREASE/(DECREASE) IN CASH AND CASH EQUIVALENTS	—			7			—			(39		)	—			(32		)
Effect of exchange rate changes on cash and cash equivalents	—			—			—			14			—			14
CASH AND CASH EQUIVALENTS, BEGINNING OF PERIOD	—			—			—			870			—			870
CASH AND CASH EQUIVALENTS, END OF PERIOD	$	—		$	7		$	—		$	845		$	—		$	852

Unaudited Condensed Consolidating Statement of Cash Flows



	Six Months Ended June 30, 2016
	Willis Towers Watson			The Other Guarantors			The Issuer			Other			Consolidating adjustments			Consolidated
NET CASH FROM/(USED IN) OPERATING ACTIVITIES	$	42		$	(418	)	$	(187	)	$	1,000		$	(1	)	$	436
CASH FLOWS FROM/(USED IN) INVESTING ACTIVITIES
Additions to fixed assets and software for internal use	—			(9		)	(5		)	(78		)	—			(92		)
Capitalized software costs	—			—			—			(42		)	—			(42		)
Acquisitions of operations, net of cash acquired	—			—			—			419			—			419
Other, net	—			—			—			23			—			23
Repayments of intercompany investing activities	(4,268		)	(3,696		)	—			(696		)	8,660			—
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	$	332		$	(4,705	)	$	(5	)	$	(3,974	)	$	8,660		$	308
CASH FLOWS (USED IN)/FROM FINANCING ACTIVITIES
Net payments on revolving credit facility	—			(393		)	—			—			—			(393		)
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		)	(1,026		)	—			(500		)	—			(1,826		)
Repurchase of shares	(38		)	—			—			—			—			(38		)
Proceeds from issuance of shares	28			—			—			—			—			28
Dividends paid	(67		)	—			—			(1		)	1			(67		)
Cash paid for employee taxes on withholding shares	—			—			—			(9		)	—			(9		)
Acquisitions of and dividends paid to non-controlling interests	—			—			—			(15		)	—			(15		)
Proceeds from intercompany financing activities	—			4,611			192			3,857			(8,660		)	—
Net cash (used in)/from financing activities	$	(377	)	$	5,184		$	192		$	3,336		$	(8,659	)	$	(324	)
(DECREASE)/INCREASE IN CASH AND CASH EQUIVALENTS	(3		)	61			—			362			—			420
Effect of exchange rate changes on cash and cash equivalents	—			—			—			(3		)	—			(3		)
CASH AND CASH EQUIVALENTS, BEGINNING OF PERIOD	3			2			—			527			—			532
CASH AND CASH EQUIVALENTS, END OF PERIOD	$	—		$	63		$	—		$	886		$	—		$	949

Unaudited Condensed Consolidating Statement of Cash Flows



	Six Months Ended June 30, 2017
	Willis Towers Watson — the Parent Issuer			The Guarantors			Other			Consolidating adjustments			Consolidated
NET CASH FROM/(USED IN) OPERATING ACTIVITIES	$	448		$	103		$	(116	)	$	(116	)	$	319
CASH FLOWS (USED IN)/FROM INVESTING ACTIVITIES
Additions to fixed assets and software for internal use	—			(5		)	(114		)	—			(119		)
Capitalized software costs	—			—			(32		)	—			(32		)
Acquisitions of operations, net of cash acquired	—			—			(13		)	—			(13		)
Other, net	—			—			9			—			9
Proceeds from intercompany investing activities	1,008			252			215			(1,475		)	—
Repayments of intercompany investing activities	(60		)	(403		)	(31		)	494			—
Reduction in investment in subsidiaries	—			1,000			59			(1,059		)	—
Additional investment in subsidiaries	(1,000		)	(59		)	—			1,059			—
Net cash (used in)/from investing activities	$	(52	)	$	785		$	93		$	(981	)	$	(155	)
CASH FLOWS USED IN FINANCING ACTIVITIES
Net borrowings on revolving credit facility	—			283			—			—			283
Senior notes issued	—			650			—			—			650
Proceeds from issuance of other debt	—			—			32			—			32
Debt issuance costs	—			(9		)	—			—			(9		)
Repayments of debt	—			(614		)	(81		)	—			(695		)
Repurchase of shares	(296		)	—			—			—			(296		)
Proceeds from issuance of shares	37			—			—			—			37
Cash paid for employee taxes on withholding shares	—			—			(3		)	—			(3		)
Payments of deferred and contingent consideration related to acquisitions	—			—			(44		)	—			(44		)
Dividends paid	(137		)	—			(116		)	116			(137		)
Acquisitions of and dividends paid to non-controlling interests	—			—			(14		)	—			(14		)
Proceeds from intercompany financing activities	—			32			462			(494		)	—
Repayments of intercompany financing activities	—			(1,223		)	(252		)	1,475			—
Net cash used in financing activities	$	(396	)	$	(881	)	$	(16	)	$	1,097		$	(196	)
INCREASE/(DECREASE) IN CASH AND CASH EQUIVALENTS	—			7			(39		)	—			(32		)
Effect of exchange rate changes on cash and cash equivalents	—			—			14			—			14
CASH AND CASH EQUIVALENTS, BEGINNING OF PERIOD	—			—			870			—			870
CASH AND CASH EQUIVALENTS, END OF PERIOD	$	—		$	7		$	845		$	—		$	852

Unaudited Condensed Consolidating Statement of Cash Flows



	Six Months Ended June 30, 2016
	Willis Towers Watson — the Parent Issuer			The Guarantors			Other			Consolidating adjustments			Consolidated
NET CASH FROM/(USED IN) OPERATING ACTIVITIES	$	42		$	(605	)	$	1,000		$	(1	)	$	436
CASH FLOWS FROM/(USED IN) INVESTING ACTIVITIES
Additions to fixed assets and software for internal use	—			(14		)	(78		)	—			(92		)
Capitalized software costs	—			—			(42		)	—			(42		)
Acquisitions of operations, net of cash acquired	—			—			419			—			419
Other, net	—			—			23			—			23
Repayments of intercompany investing activities	(4,268		)	(3,696		)	(696		)	8,660			—
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	$	332		$	(4,710	)	$	(3,974	)	$	8,660		$	308
CASH FLOWS (USED IN)/FROM FINANCING ACTIVITIES
Net payments on revolving credit facility	—			(393		)	—			—			(393		)
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		)	(1,026		)	(500		)	—			(1,826		)
Repurchase of shares	(38		)	—			—			—			(38		)
Proceeds from issuance of shares	28			—			—			—			28
Dividends paid	(67		)	—			(1		)	1			(67		)
Cash paid for employee taxes on withholding shares	—			—			(9		)	—			(9		)
Acquisitions of and dividends paid to non-controlling interests	—			—			(15		)	—			(15		)
Proceeds from intercompany financing activities	—			4,803			3,857			(8,660		)	—
Net cash (used in)/from financing activities	$	(377	)	$	5,376		$	3,336		$	(8,659	)	$	(324	)
(DECREASE)/INCREASE IN CASH AND CASH EQUIVALENTS	(3		)	61			362			—			420
Effect of exchange rate changes on cash and cash equivalents	—			—			(3		)	—			(3		)
CASH AND CASH EQUIVALENTS, BEGINNING OF PERIOD	3			2			527			—			532
CASH AND CASH EQUIVALENTS, END OF PERIOD	$	—		$	63		$	886		$	—		$	949

Unaudited Condensed Consolidating Statement of Cash Flows



	Six Months Ended June 30, 2017
	Willis Towers Watson			The Other Guarantors			The Issuer			Other			Consolidating adjustments			Consolidated
NET CASH FROM/(USED IN) OPERATING ACTIVITIES	$	448		$	(274	)	$	434		$	(116	)	$	(173	)	$	319
CASH FLOWS (USED IN)/FROM INVESTING ACTIVITIES
Additions to fixed assets and software for internal use	—			(5		)	—			(114		)	—			(119		)
Capitalized software costs	—			—			—			(32		)	—			(32		)
Acquisitions of operations, net of cash acquired	—			—			—			(13		)	—			(13		)
Other, net	—			—			—			9			—			9
Proceeds from intercompany investing activities	1,008			75			219			215			(1,517		)	—
Repayments of intercompany investing activities	(60		)	(3		)	(692		)	(31		)	786			—
Reduction in investment in subsidiaries	—			1,000			—			59			(1,059		)	—
Additional investment in subsidiaries	(1,000		)	(59		)	—			—			1,059			—
Net cash (used in)/from investing activities	$	(52	)	$	1,008		$	(473	)	$	93		$	(731	)	$	(155	)
CASH FLOWS (USED IN)/FROM FINANCING ACTIVITIES
Net borrowings on revolving credit facility	—			—			283			—			—			283
Senior notes issued	—			650			—			—			—			650
Proceeds from issuance of other debt	—			—			—			32			—			32
Debt issuance costs	—			(5		)	(4		)	—			—			(9		)
Repayments of debt	—			(399		)	(215		)	(81		)	—			(695		)
Repurchase of shares	(296		)	—			—			—			—			(296		)
Proceeds from issuance of shares	37			—			—			—			—			37
Cash paid for employee taxes on withholding shares	—			—			—			(3		)	—			(3		)
Payments of deferred and contingent consideration related to acquisitions	—			—			—			(44		)	—			(44		)
Dividends paid	(137		)	(57		)	—			(116		)	173			(137		)
Acquisitions of and dividends paid to non-controlling interests	—			—			—			(14		)	—			(14		)
Proceeds from intercompany financing activities	—			324			—			462			(786		)	—
Repayments of intercompany financing activities	—			(1,240		)	(25		)	(252		)	1,517			—
Net cash (used in)/from financing activities	$	(396	)	$	(727	)	$	39		$	(16	)	$	904		$	(196	)
INCREASE/(DECREASE) IN CASH AND CASH EQUIVALENTS	—			7			—			(39		)	—			(32		)
Effect of exchange rate changes on cash and cash equivalents	—			—			—			14			—			14
CASH AND CASH EQUIVALENTS, BEGINNING OF PERIOD	—			—			—			870			—			870
CASH AND CASH EQUIVALENTS, END OF PERIOD	$	—		$	7		$	—		$	845		$	—		$	852

Unaudited Condensed Consolidating Statement of Cash Flows



	Six Months Ended June 30, 2016
	Willis Towers Watson			The Other Guarantors			The Issuer			Other			Consolidating adjustments			Consolidated
NET CASH FROM/(USED IN) OPERATING ACTIVITIES	$	42		$	(228	)	$	(377	)	$	1,000		$	(1	)	$	436
CASH FLOWS FROM/(USED IN) INVESTING ACTIVITIES
Additions to fixed assets and software for internal use	—			(14		)	—			(78		)	—			(92		)
Capitalized software costs	—			—			—			(42		)	—			(42		)
Acquisitions of operations, net of cash acquired	—			—			—			419			—			419
Other, net	—			—			—			23			—			23
Proceeds from intercompany investing activities	—			12			—			—			(12		)	—
Repayments of intercompany investing activities	(4,268		)	(3,512		)	(184		)	(696		)	8,660			—
Reduction in investment subsidiaries	4,600			3,600			—			—			(8,200		)	—
Additional investment in subsidiaries	—			(4,600		)	—			(3,600		)	8,200			—
Net cash from/(used in) investing activities	$	332		$	(4,514	)	$	(184	)	$	(3,974	)	$	8,648		$	308
CASH FLOWS (USED IN)/FROM FINANCING ACTIVITIES
Net payments on revolving credit facility	—			—			(393		)	—			—			(393		)
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		)	—			(1,026		)	(500		)	—			(1,826		)
Repurchase of shares	(38		)	—			—			—			—			(38		)
Proceeds from issuance of shares	28			—			—			—			—			28
Dividends paid	(67		)	—			—			(1		)	1			(67		)
Cash paid for employee taxes on withholding shares	—			—			—			(9		)	—			(9		)
Acquisitions of and dividends paid to non-controlling interests	—			—			—			(15		)	—			(15		)
Proceeds from intercompany financing activities	—			4,803			—			3,857			(8,660		)	—
Repayments of intercompany financing activities	—			—			(12		)	—			12			—
Net cash (used in)/from financing activities	$	(377	)	$	4,803		$	561		$	3,336		$	(8,647	)	$	(324	)
(DECREASE)/INCREASE IN CASH AND CASH EQUIVALENTS	(3		)	61			—			362			—			420
Effect of exchange rate changes on cash and cash equivalents	—			—			—			(3		)	—			(3		)
CASH AND CASH EQUIVALENTS, BEGINNING OF PERIOD	3			2			—			527			—			532
CASH AND CASH EQUIVALENTS, END OF PERIOD	$	—		$	63		$	—		$	886		$	—		$	949

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

6 Months Ended

Jun. 30, 2017

Condensed Financial Information of Parent Company Only Disclosure [Abstract]

Unaudited Condensed Consolidated Statement of Comprehensive Income

Unaudited Condensed Consolidating Statement of Comprehensive Income



	Three Months Ended June 30, 2017
	Willis Towers Watson			The Other Guarantors			The Issuer			Other			Consolidating adjustments			Consolidated
Revenues
Commissions and fees	$	—		$	—		$	5		$	1,925		$	—		$	1,930
Interest and other income	—			—			—			23			—			23
Total revenues	—			—			5			1,948			—			1,953
Costs of providing services
Salaries and benefits	1			—			10			1,137			—			1,148
Other operating expenses	1			37			—			353			—			391
Depreciation	—			2			—			49			—			51
Amortization	—			2			—			147			—			149
Restructuring costs	—			—			(3		)	30			—			27
Integration expenses	—			29			(1		)	35			—			63
Total costs of providing services	2			70			6			1,751			—			1,829
(Loss)/income from operations	(2		)	(70		)	(1		)	197			—			124
Income from Group undertakings	—			(138		)	(41		)	(15		)	194			—
Expenses due to Group undertakings	—			—			50			144			(194		)	—
Interest expense	8			26			6			6			—			46
Other expense, net	—			—			—			30			—			30
(LOSS)/INCOME FROM OPERATIONS BEFORE INCOME TAXES AND INTEREST IN EARNINGS OF ASSOCIATES	(10		)	42			(16		)	32			—			48
(Benefit)/provision for income taxes	(1		)	5			(1		)	5			—			8
(LOSS)/INCOME FROM OPERATIONS BEFORE INTEREST IN EARNINGS OF ASSOCIATES	(9		)	37			(15		)	27			—			40
Interest in earnings of associates, net of tax	—			—			—			1			—			1
Equity account for subsidiaries	42			(11		)	50			—			(81		)	—
NET INCOME	33			26			35			28			(81		)	41
Income attributable to non-controlling interests	—			—			—			(8		)	—			(8		)
NET INCOME ATTRIBUTABLE TO WILLIS TOWERS WATSON	$	33		$	26		$	35		$	20		$	(81	)	$	33

Comprehensive income before non-controlling interests	$	165		$	156		$	136		$	152		$	(428	)	$	181
Comprehensive income attributable to non-controlling interest	—			—			—			(16		)	—			(16		)
Comprehensive income attributable to Willis Towers Watson	$	165		$	156		$	136		$	136		$	(428	)	$	165

Unaudited Condensed Consolidating Statement of Comprehensive Income



	Three Months Ended June 30, 2016
	Willis Towers Watson			The Other Guarantors			The Issuer			Other			Consolidating adjustments			Consolidated
Revenues
Commissions and fees	$	—		$	—		$	4		$	1,890		$	—		$	1,894
Interest and other income	—			1			—			54			—			55
Total revenues	—			1			4			1,944			—			1,949
Costs of providing services
Salaries and benefits	1			1			10			1,189			—			1,201
Other operating expenses	2			22			14			335			—			373
Depreciation	—			1			3			40			—			44
Amortization	—			—			—			125			—			125
Restructuring costs	—			7			7			27			—			41
Integration expenses	(1		)	—			4			26			—			29
Total costs of providing services	2			31			38			1,742			—			1,813
(Loss)/income from operations	(2		)	(30		)	(34		)	202			—			136
Income from Group undertakings	—			(120		)	(62		)	(40		)	222			—
Expenses due to Group undertakings	—			26			43			153			(222		)	—
Interest expense	6			26			9			6			—			47
Other income, net	—			(2		)	—			(4		)	—			(6		)
(LOSS)/INCOME FROM OPERATIONS BEFORE INCOME TAXES AND INTEREST IN EARNINGS OF ASSOCIATES	(8		)	40			(24		)	87			—			95
(Benefit)/provision for income taxes	—			(10		)	(3		)	32			—			19
(LOSS)/INCOME FROM OPERATIONS BEFORE INTEREST IN EARNINGS OF ASSOCIATES	(8		)	50			(21		)	55			—			76
Equity account for subsidiaries	80			7			107			—			(194		)	—
NET INCOME	72			57			86			55			(194		)	76
Income attributable to non-controlling interests	—			—			—			(4		)	—			(4		)
NET INCOME ATTRIBUTABLE TO WILLIS TOWERS WATSON	$	72		$	57		$	86		$	51		$	(194	)	$	72

Comprehensive (loss)/income before non-controlling interests	$	(56	)	$	(70	)	$	27		$	(61	)	$	98		$	(62	)
Comprehensive loss attributable to non-controlling interest	—			—			—			6			—			6
Comprehensive (loss)/income attributable to Willis Towers Watson	$	(56	)	$	(70	)	$	27		$	(55	)	$	98		$	(56	)

Unaudited Condensed Consolidating Statement of Comprehensive Income



	Six Months Ended June 30, 2017
	Willis Towers Watson			The Other Guarantors			The Issuer			Other			Consolidating adjustments			Consolidated
Revenues
Commissions and fees	$	—		$	—		$	11		$	4,222		$	—		$	4,233
Interest and other income	—			—			—			39			—			39
Total revenues	—			—			11			4,261			—			4,272
Costs of providing services
Salaries and benefits	2			—			20			2,317			—			2,339
Other operating expenses	2			44			10			736			—			792
Depreciation	—			3			—			94			—			97
Amortization	—			2			—			298			—			300
Restructuring costs	—			4			—			50			—			54
Integration expenses	—			30			2			71			—			103
Total costs of providing services	4			83			32			3,566			—			3,685
(Loss)/income from operations	(4		)	(83		)	(21		)	695			—			587
Income from Group undertakings	—			(266		)	(114		)	(73		)	453			—
Expenses due to Group undertakings	—			39			96			318			(453		)	—
Interest expense	15			50			16			11			—			92
Other expense, net	—			—			—			50			—			50
(LOSS)/INCOME FROM OPERATIONS BEFORE INCOME TAXES AND INTEREST IN EARNINGS OF ASSOCIATES	(19		)	94			(19		)	389			—			445
(Benefit)/provision for income taxes	(1		)	9			(3		)	49			—			54
(LOSS)/INCOME FROM OPERATIONS BEFORE INTEREST IN EARNINGS OF ASSOCIATES	(18		)	85			(16		)	340			—			391
Interest in earnings of associates, net of tax	—			—			—			2			—			2
Equity account for subsidiaries	395			300			225			—			(920		)	—
NET INCOME	377			385			209			342			(920		)	393
Income attributable to non-controlling interests	—			—			—			(16		)	—			(16		)
NET INCOME ATTRIBUTABLE TO WILLIS TOWERS WATSON	$	377		$	385		$	209		$	326		$	(920	)	$	377

Comprehensive income before non-controlling interests	$	485		$	490		$	283		$	438		$	(1,184	)	$	512
Comprehensive income attributable to non-controlling interests	—			—			—			(27		)	—			(27		)
Comprehensive income attributable to Willis Towers Watson	$	485		$	490		$	283		$	411		$	(1,184	)	$	485

Unaudited Condensed Consolidating Statement of Comprehensive Income



	Six Months Ended June 30, 2016
	Willis Towers Watson			The Other Guarantors			The Issuer			Other			Consolidating adjustments			Consolidated
Revenues
Commissions and fees	$	—		$	—		$	11		$	4,102		$	—		$	4,113
Interest and other income	—			1			—			69			—			70
Total revenues	—			1			11			4,171			—			4,183
Costs of providing services
Salaries and benefits	1			1			24			2,371			—			2,397
Other operating expenses	3			57			72			672			—			804
Depreciation	—			2			7			78			—			87
Amortization	—			—			—			286			—			286
Restructuring costs	—			11			16			39			—			66
Integration expenses	—			12			10			59			—			81
Total costs of providing services	4			83			129			3,505			—			3,721
(Loss)/income from operations	(4		)	(82		)	(118		)	666			—			462
Income from Group undertakings	—			(241		)	(116		)	(70		)	427			—
Expenses due to Group undertakings	—			40			86			301			(427		)	—
Interest expense	17			43			19			14			—			93
Other expense/(income), net	1			(2		)	—			13			—			12
(LOSS)/INCOME FROM OPERATIONS BEFORE INCOME TAXES AND INTEREST IN EARNINGS OF ASSOCIATES	(22		)	78			(107		)	408			—			357
(Benefit)/provision for income taxes	—			(23		)	(31		)	91			—			37
(LOSS)/INCOME FROM OPERATIONS BEFORE INTEREST IN EARNINGS OF ASSOCIATES	(22		)	101			(76		)	317			—			320
Interest in earnings of associates, net of tax	—			—			—			1			—			1
Equity account for subsidiaries	332			206			121			—			(659		)	—
NET INCOME	310			307			45			318			(659		)	321
Income attributable to non-controlling interests	—			—			—			(11		)	—			(11		)
NET INCOME ATTRIBUTABLE TO WILLIS TOWERS WATSON	$	310		$	307		$	45		$	307		$	(659	)	$	310

Comprehensive income/(loss) before non-controlling interests	$	166		$	162		$	(31	)	$	179		$	(307	)	$	169
Comprehensive income attributable to non-controlling interest	—			—			—			(3		)	—			(3		)
Comprehensive income/(loss) attributable to Willis Towers Watson	$	166		$	162		$	(31	)	$	176		$	(307	)	$	166

Unaudited Condensed Consolidating Statement of Comprehensive Income



	Three Months Ended June 30, 2017
	Willis Towers Watson — the Parent Issuer			The Guarantors			Other			Consolidating adjustments			Consolidated
Revenues
Commissions and fees	$	—		$	5		$	1,925		$	—		$	1,930
Interest and other income	—			—			23			—			23
Total revenues	—			5			1,948			—			1,953
Costs of providing services
Salaries and benefits	1			10			1,137			—			1,148
Other operating expenses	1			37			353			—			391
Depreciation	—			2			49			—			51
Amortization	—			2			147			—			149
Restructuring costs	—			(3		)	30			—			27
Integration expenses	—			28			35			—			63
Total costs of providing services	2			76			1,751			—			1,829
(Loss)/income from operations	(2		)	(71		)	197			—			124
Income from Group undertakings	—			(149		)	(15		)	164			—
Expenses due to Group undertakings	—			20			144			(164		)	—
Interest expense	8			32			6			—			46
Other expense, net	—			—			30			—			30
(LOSS)/INCOME FROM OPERATIONS BEFORE INCOME TAXES AND INTEREST IN EARNINGS OF ASSOCIATES	(10		)	26			32			—			48
(Benefit)/provision for income taxes	(1		)	4			5			—			8
(LOSS)/INCOME FROM OPERATIONS BEFORE INTEREST IN EARNINGS OF ASSOCIATES	(9		)	22			27			—			40
Interest in earnings of associates, net of tax	—			—			1			—			1
Equity account for subsidiaries	42			4			—			(46		)	—
NET INCOME	33			26			28			(46		)	41
Income attributable to non-controlling interests	—			—			(8		)	—			(8		)
NET INCOME ATTRIBUTABLE TO WILLIS TOWERS WATSON	$	33		$	26		$	20		$	(46	)	$	33

Comprehensive income before non-controlling interests	$	165		$	156		$	152		$	(292	)	$	181
Comprehensive income attributable to non-controlling interests	—			—			(16		)	—			(16		)
Comprehensive income attributable to Willis Towers Watson	$	165		$	156		$	136		$	(292	)	$	165

Unaudited Condensed Consolidating Statement of Comprehensive Income



	Three Months Ended June 30, 2016
	Willis Towers Watson — the Parent Issuer			The Guarantors			Other			Consolidating adjustments			Consolidated
Revenues
Commissions and fees	$	—		$	4		$	1,890		$	—		$	1,894
Interest and other income	—			1			54			—			55
Total revenues	—			5			1,944			—			1,949
Costs of providing services
Salaries and benefits	1			11			1,189			—			1,201
Other operating expenses	2			36			335			—			373
Depreciation	—			4			40			—			44
Amortization	—			—			125			—			125
Restructuring costs	—			14			27			—			41
Integration expenses	(1		)	4			26			—			29
Total costs of providing services	2			69			1,742			—			1,813
(Loss)/income from operations	(2		)	(64		)	202			—			136
Income from Group undertakings	—			(155		)	(40		)	195			—
Expenses due to Group undertakings	—			42			153			(195		)	—
Interest expense	6			35			6			—			47
Other income, net	—			(2		)	(4		)	—			(6		)
(LOSS)/INCOME FROM OPERATIONS BEFORE INCOME TAXES AND INTEREST IN EARNINGS OF ASSOCIATES	(8		)	16			87			—			95
(Benefit)/provision for income taxes	—			(13		)	32			—			19
(LOSS)/INCOME FROM OPERATIONS BEFORE INTEREST IN EARNINGS OF ASSOCIATES	(8		)	29			55			—			76
Equity account for subsidiaries	80			28			—			(108		)	—
NET INCOME	72			57			55			(108		)	76
Income attributable to non-controlling interests	—			—			(4		)	—			(4		)
NET INCOME ATTRIBUTABLE TO WILLIS TOWERS WATSON	$	72		$	57		$	51		$	(108	)	$	72

Comprehensive loss before non-controlling interests	$	(56	)	$	(70	)	$	(62	)	$	126		$	(62	)
Comprehensive loss attributable to non-controlling interests	—			—			6			—			6
Comprehensive loss attributable to Willis Towers Watson	$	(56	)	$	(70	)	$	(56	)	$	126		$	(56	)

Unaudited Condensed Consolidating Statement of Comprehensive Income



	Six Months Ended June 30, 2017
	Willis Towers Watson — the Parent Issuer			The Guarantors			Other			Consolidating adjustments			Consolidated
Revenues
Commissions and fees	$	—		$	11		$	4,222		$	—		$	4,233
Interest and other income	—			—			39			—			39
Total revenues	—			11			4,261			—			4,272
Costs of providing services
Salaries and benefits	2			20			2,317			—			2,339
Other operating expenses	2			54			736			—			792
Depreciation	—			3			94			—			97
Amortization	—			2			298			—			300
Restructuring costs	—			4			50			—			54
Integration expenses	—			32			71			—			103
Total costs of providing services	4			115			3,566			—			3,685
(Loss)/income from operations	(4		)	(104		)	695			—			587
Income from Group undertakings	—			(323		)	(73		)	396			—
Expenses due to Group undertakings	—			78			318			(396		)	—
Interest expense	15			66			11			—			92
Other expense, net	—			—			50			—			50
(LOSS)/INCOME FROM OPERATIONS BEFORE INCOME TAXES AND INTEREST IN EARNINGS OF ASSOCIATES	(19		)	75			389			—			445
(Benefit)/provision for income taxes	(1		)	6			49			—			54
(LOSS)/INCOME FROM OPERATIONS BEFORE INTEREST IN EARNINGS OF ASSOCIATES	(18		)	69			340			—			391
Interest in earnings of associates, net of tax	—			—			2			—			2
Equity account for subsidiaries	395			316			—			(711		)	—
NET INCOME	377			385			342			(711		)	393
Income attributable to non-controlling interests	—			—			(16		)	—			(16		)
NET INCOME ATTRIBUTABLE TO WILLIS TOWERS WATSON	$	377		$	385		$	326		$	(711	)	$	377

Comprehensive income before non-controlling interests	$	485		$	490		$	438		$	(901	)	$	512
Comprehensive income attributable to non-controlling interests	—			—			(27		)	—			(27		)
Comprehensive income attributable to Willis Towers Watson	$	485		$	490		$	411		$	(901	)	$	485

Unaudited Condensed Consolidating Statement of Comprehensive Income



	Six Months Ended June 30, 2016
	Willis Towers Watson — the Parent Issuer			The Guarantors			Other			Consolidating adjustments			Consolidated
Revenues
Commissions and fees	$	—		$	11		$	4,102		$	—		$	4,113
Interest and other income	—			1			69			—			70
Total revenues	—			12			4,171			—			4,183
Costs of providing services
Salaries and benefits	1			25			2,371			—			2,397
Other operating expenses	3			129			672			—			804
Depreciation	—			9			78			—			87
Amortization	—			—			286			—			286
Restructuring costs	—			27			39			—			66
Integration expenses	—			22			59			—			81
Total costs of providing services	4			212			3,505			—			3,721
(Loss)/income from operations	(4		)	(200		)	666			—			462
Income from Group undertakings	—			(302		)	(70		)	372			—
Expenses due to Group undertakings	—			71			301			(372		)	—
Interest expense	17			62			14			—			93
Other expense/(income), net	1			(2		)	13			—			12
(LOSS)/INCOME FROM OPERATIONS BEFORE INCOME TAXES AND INTEREST IN EARNINGS OF ASSOCIATES	(22		)	(29		)	408			—			357
(Benefit)/provision for income taxes	—			(54		)	91			—			37
(LOSS)/INCOME FROM OPERATIONS BEFORE INTEREST IN EARNINGS OF ASSOCIATES	(22		)	25			317			—			320
Interest in earnings of associates, net of tax	—			—			1			—			1
Equity account for subsidiaries	332			282			—			(614		)	—
NET INCOME	310			307			318			(614		)	321
Income attributable to non-controlling interests	—			—			(11		)	—			(11		)
NET INCOME ATTRIBUTABLE TO WILLIS TOWERS WATSON	$	310		$	307		$	307		$	(614	)	$	310

Comprehensive income before non-controlling interests	$	166		$	162		$	179		$	(338	)	$	169
Comprehensive income attributable to non-controlling interests	—			—			(3		)	—			(3		)
Comprehensive income attributable to Willis Towers Watson	$	166		$	162		$	176		$	(338	)	$	166

Unaudited Condensed Consolidating Statement of Comprehensive Income



	Three Months Ended June 30, 2017
	Willis Towers Watson			The Other Guarantors			The Issuer			Other			Consolidating adjustments			Consolidated
Revenues
Commissions and fees	$	—		$	5		$	—		$	1,925		$	—		$	1,930
Interest and other income	—			—			—			23			—			23
Total revenues	—			5			—			1,948			—			1,953
Costs of providing services
Salaries and benefits	1			10			—			1,137			—			1,148
Other operating expenses	1			37			—			353			—			391
Depreciation	—			2			—			49			—			51
Amortization	—			2			—			147			—			149
Restructuring costs	—			(3		)	—			30			—			27
Integration expenses	—			28			—			35			—			63
Total costs of providing services	2			76			—			1,751			—			1,829
(Loss)/income from operations	(2		)	(71		)	—			197			—			124
Income from Group undertakings	—			(141		)	(38		)	(15		)	194			—
Expenses due to Group undertakings	—			43			7			144			(194		)	—
Interest expense	8			6			26			6			—			46
Other expense, net	—			—			—			30			—			30
(LOSS)/INCOME FROM OPERATIONS BEFORE INCOME TAXES AND INTEREST IN EARNINGS OF ASSOCIATES	(10		)	21			5			32			—			48
(Benefit)/provision for income taxes	(1		)	3			1			5			—			8
(LOSS)/INCOME FROM OPERATIONS BEFORE INTEREST IN EARNINGS OF ASSOCIATES	(9		)	18			4			27			—			40
Interest in earnings of associates, net of tax	—			—			—			1			—			1
Equity account for subsidiaries	42			8			(115		)	—			65			—
NET INCOME/(LOSS)	33			26			(111		)	28			65			41
Income attributable to non-controlling interests	—			—			—			(8		)	—			(8		)
NET INCOME/(LOSS) ATTRIBUTABLE TO WILLIS TOWERS WATSON	$	33		$	26		$	(111	)	$	20		$	65		$	33

Comprehensive income before non-controlling interests	$	165		$	156		$	15		$	152		$	(307	)	$	181
Comprehensive income attributable to non-controlling interests	—			—			—			(16		)	—			(16		)
Comprehensive income attributable to Willis Towers Watson	$	165		$	156		$	15		$	136		$	(307	)	$	165

Unaudited Condensed Consolidating Statement of Comprehensive Income



	Three Months Ended June 30, 2016
	Willis Towers Watson			The Other Guarantors			The Issuer			Other			Consolidating adjustments			Consolidated
Revenues
Commissions and fees	$	—		$	4		$	—		$	1,890		$	—		$	1,894
Interest and other income	—			1			—			54			—			55
Total revenues	—			5			—			1,944			—			1,949
Costs of providing services
Salaries and benefits	1			11			—			1,189			—			1,201
Other operating expenses	2			36			—			335			—			373
Depreciation	—			4			—			40			—			44
Amortization	—			—			—			125			—			125
Restructuring costs	—			14			—			27			—			41
Integration expenses	(1		)	4			—			26			—			29
Total costs of providing services	2			69			—			1,742			—			1,813
(Loss)/income from operations	(2		)	(64		)	—			202			—			136
Income from Group undertakings	—			(150		)	(33		)	(40		)	223			—
Expenses due to Group undertakings	—			64			6			153			(223		)	—
Interest expense	6			9			26			6			—			47
Other income, net	—			(2		)	—			(4		)	—			(6		)
(LOSS)/INCOME FROM OPERATIONS BEFORE INCOME TAXES AND INTEREST IN EARNINGS OF ASSOCIATES	(8		)	15			1			87			—			95
(Benefit)/provision for income taxes	—			(13		)	—			32			—			19
(LOSS)/INCOME FROM OPERATIONS BEFORE INTEREST IN EARNINGS OF ASSOCIATES	(8		)	28			1			55			—			76
Equity account for subsidiaries	80			29			(62		)	—			(47		)	—
NET INCOME	72			57			(61		)	55			(47		)	76
Income attributable to non-controlling interests	—			—			—			(4		)	—			(4		)
NET INCOME/(LOSS) ATTRIBUTABLE TO WILLIS TOWERS WATSON	$	72		$	57		$	(61	)	$	51		$	(47	)	$	72

Comprehensive loss before non-controlling interests	$	(56	)	$	(70	)	$	(105	)	$	(62	)	$	231		$	(62	)
Comprehensive loss attributable to non-controlling interests	—			—			—			6			—			6
Comprehensive loss attributable to Willis Towers Watson	$	(56	)	$	(70	)	$	(105	)	$	(56	)	$	231		$	(56	)

Unaudited Condensed Consolidating Statement of Comprehensive Income



	Six Months Ended June 30, 2017
	Willis Towers Watson			The Other Guarantors			The Issuer			Other			Consolidating adjustments			Consolidated
Revenues
Commissions and fees	$	—		$	11		$	—		$	4,222		$	—		$	4,233
Interest and other income	—			—			—			39			—			39
Total revenues	—			11			—			4,261			—			4,272
Costs of providing services
Salaries and benefits	2			20			—			2,317			—			2,339
Other operating expenses	2			54			—			736			—			792
Depreciation	—			3			—			94			—			97
Amortization	—			2			—			298			—			300
Restructuring costs	—			4			—			50			—			54
Integration expenses	—			32			—			71			—			103
Total costs of providing services	4			115			—			3,566			—			3,685
(Loss)/income from operations	(4		)	(104		)	—			695			—			587
Income from Group undertakings	—			(309		)	(72		)	(73		)	454			—
Expenses due to Group undertakings	—			123			13			318			(454		)	—
Interest expense	15			15			51			11			—			92
Other expense, net	—			—			—			50			—			50
(LOSS)/INCOME FROM OPERATIONS BEFORE INCOME TAXES AND INTEREST IN EARNINGS OF ASSOCIATES	(19		)	67			8			389			—			445
(Benefit)/provision for income taxes	(1		)	5			1			49			—			54
(LOSS)/INCOME FROM OPERATIONS BEFORE INTEREST IN EARNINGS OF ASSOCIATES	(18		)	62			7			340			—			391
Interest in earnings of associates, net of tax	—			—			—			2			—			2
Equity account for subsidiaries	395			323			225			—			(943		)	—
NET INCOME	377			385			232			342			(943		)	393
Income attributable to non-controlling interests	—			—			—			(16		)	—			(16		)
NET INCOME ATTRIBUTABLE TO WILLIS TOWERS WATSON	$	377		$	385		$	232		$	326		$	(943	)	$	377

Comprehensive income before non-controlling interests	$	485		$	490		$	334		$	438		$	(1,235	)	$	512
Comprehensive income attributable to non-controlling interests	—			—			—			(27		)	—			(27		)
Comprehensive income attributable to Willis Towers Watson	$	485		$	490		$	334		$	411		$	(1,235	)	$	485

Unaudited Condensed Consolidating Statement of Comprehensive Income



	Six Months Ended June 30, 2016
	Willis Towers Watson			The Other Guarantors			The Issuer			Other			Consolidating adjustments			Consolidated
Revenues
Commissions and fees	$	—		$	11		$	—		$	4,102		$	—		$	4,113
Interest and other income	—			1			—			69			—			70
Total revenues	—			12			—			4,171			—			4,183
Costs of providing services
Salaries and benefits	1			25			—			2,371			—			2,397
Other operating expenses	3			129			—			672			—			804
Depreciation	—			9			—			78			—			87
Amortization	—			—			—			286			—			286
Restructuring costs	—			27			—			39			—			66
Integration expenses	—			22			—			59			—			81
Total costs of providing services	4			212			—			3,505			—			3,721
(Loss)/income from operations	(4		)	(200		)	—			666			—			462
Income from Group undertakings	—			(296		)	(64		)	(70		)	430			—
Expenses due to Group undertakings	—			116			13			301			(430		)	—
Interest expense	17			18			44			14			—			93
Other expense/(income), net	1			(2		)	—			13			—			12
(LOSS)/INCOME FROM OPERATIONS BEFORE INCOME TAXES AND INTEREST IN EARNINGS OF ASSOCIATES	(22		)	(36		)	7			408			—			357
(Benefit)/provision for income taxes	—			(55		)	1			91			—			37
(LOSS)/INCOME FROM OPERATIONS BEFORE INTEREST IN EARNINGS OF ASSOCIATES	(22		)	19			6			317			—			320
Interest in earnings of associates, net of tax	—			—			—			1			—			1
Equity account for subsidiaries	332			288			112			—			(732		)	—
NET INCOME	310			307			118			318			(732		)	321
Income attributable to non-controlling interests	—			—			—			(11		)	—			(11		)
NET INCOME ATTRIBUTABLE TO WILLIS TOWERS WATSON	$	310		$	307		$	118		$	307		$	(732	)	$	310

Comprehensive income before non-controlling interests	$	166		$	162		$	56		$	179		$	(394	)	$	169
Comprehensive income attributable to non-controlling interests	—			—			—			(3		)	—			(3		)
Comprehensive income attributable to Willis Towers Watson	$	166		$	162		$	56		$	176		$	(394	)	$	166

Unaudited Condensed Consolidated Balance Sheet

Unaudited Condensed Consolidating Balance Sheet



	As of June 30, 2017
	Willis Towers Watson		The Other Guarantors		The Issuer		Other		Consolidating adjustments			Consolidated
ASSETS
Cash and cash equivalents	$	—	$	7	$	—	$	845	$	—		$	852
Fiduciary assets	—		—		—		12,751		—			12,751
Accounts receivable, net	—		—		5		2,283		—			2,288
Prepaid and other current assets	1		37		107		199		(2		)	342
Amounts due from group undertakings	6,283		1,276		1,701		2,559		(11,819		)	—
Total current assets	6,284		1,320		1,813		18,637		(11,821		)	16,233
Investments in subsidiaries	4,562		8,614		6,024		—		(19,200		)	—
Fixed assets, net	—		36		—		859		—			895
Goodwill	—		—		—		10,509		—			10,509
Other intangible assets, net	—		61		—		4,156		(61		)	4,156
Pension benefits assets	—		—		—		595		—			595
Other non-current assets	—		11		218		369		(212		)	386
Non-current amounts due from group undertakings	—		4,918		861		—		(5,779		)	—
Total non-current assets	4,562		13,640		7,103		16,488		(25,252		)	16,541
TOTAL ASSETS	$	10,846	$	14,960	$	8,916	$	35,125	$	(37,073	)	$	32,774
LIABILITIES AND EQUITY
Fiduciary liabilities	$	—	$	—	$	—	$	12,751	$	—		$	12,751
Deferred revenue and accrued expenses	—		4		53		1,346		(92		)	1,311
Short-term debt and current portion of long-term debt	—		—		—		85		—			85
Other current liabilities	87		65		124		606		—			882
Amounts due to group undertakings	—		7,370		2,207		2,242		(11,819		)	—
Total current liabilities	87		7,439		2,384		17,030		(11,911		)	15,029
Long-term debt	496		2,643		830		128		—			4,097
Liability for pension benefits	—		—		—		1,271		—			1,271
Deferred tax liabilities	—		—		—		1,024		(201		)	823
Provision for liabilities	—		—		120		517		—			637
Other non-current liabilities	—		15		18		454		(14		)	473
Non-current amounts due to group undertakings	—		—		519		5,260		(5,779		)	—
Total non-current liabilities	496		2,658		1,487		8,654		(5,994		)	7,301
TOTAL LIABILITIES	583		10,097		3,871		25,684		(17,905		)	22,330
REDEEMABLE NON-CONTROLLING INTEREST	—		—		—		57		—			57
EQUITY
Total Willis Towers Watson shareholders’ equity	10,263		4,863		5,045		9,260		(19,168		)	10,263
Non-controlling interests	—		—		—		124		—			124
Total equity	10,263		4,863		5,045		9,384		(19,168		)	10,387
TOTAL LIABILITIES AND EQUITY	$	10,846	$	14,960	$	8,916	$	35,125	$	(37,073	)	$	32,774

Unaudited Condensed Consolidating 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 NON-CONTROLLING INTEREST	—		—		—		51		—			51
EQUITY
Total Willis Towers Watson shareholders’ equity	10,065		3,243		4,258		9,077		(16,578		)	10,065
Non-controlling interests	—		—		—		118		—			118
Total equity	10,065		3,243		4,258		9,195		(16,578		)	10,183
TOTAL LIABILITIES AND EQUITY	$	10,638	$	14,251	$	7,616	$	32,526	$	(34,778	)	$	30,253

Unaudited Condensed Consolidating Balance Sheet



	As of June 30, 2017
	Willis Towers Watson — the Parent Issuer		The Guarantors		Other		Consolidating adjustments			Consolidated
ASSETS
Cash and cash equivalents	$	—	$	7	$	845	$	—		$	852
Fiduciary assets	—		—		12,751		—			12,751
Accounts receivable, net	—		5		2,283		—			2,288
Prepaid and other current assets	1		144		199		(2		)	342
Amounts due from group undertakings	6,283		1,729		2,559		(10,571		)	—
Total current assets	6,284		1,885		18,637		(10,573		)	16,233
Investments in subsidiaries	4,562		9,593		—		(14,155		)	—
Fixed assets, net	—		36		859		—			895
Goodwill	—		—		10,509		—			10,509
Other intangible assets, net	—		61		4,156		(61		)	4,156
Pension benefits assets	—		—		595		—			595
Other non-current assets	—		229		369		(212		)	386
Non-current amounts due from group undertakings	—		5,260		—		(5,260		)	—
Total non-current assets	4,562		15,179		16,488		(19,688		)	16,541
TOTAL ASSETS	$	10,846	$	17,064	$	35,125	$	(30,261	)	$	32,774
LIABILITIES AND EQUITY
Fiduciary liabilities	$	—	$	—	$	12,751	$	—		$	12,751
Deferred revenue and accrued expenses	—		57		1,346		(92		)	1,311
Short-term debt and current portion of long-term debt	—		—		85		—			85
Other current liabilities	87		189		606		—			882
Amounts due to group undertakings	—		8,329		2,242		(10,571		)	—
Total current liabilities	87		8,575		17,030		(10,663		)	15,029
Long-term debt	496		3,473		128		—			4,097
Liability for pension benefits	—		—		1,271		—			1,271
Deferred tax liabilities	—		—		1,024		(201		)	823
Provision for liabilities	—		120		517		—			637
Other non-current liabilities	—		33		454		(14		)	473
Non-current amounts due to group undertakings	—		—		5,260		(5,260		)	—
Total non-current liabilities	496		3,626		8,654		(5,475		)	7,301
TOTAL LIABILITIES	583		12,201		25,684		(16,138		)	22,330
REDEEMABLE NON-CONTROLLING INTEREST	—		—		57		—			57
EQUITY
Total Willis Towers Watson shareholders’ equity	10,263		4,863		9,260		(14,123		)	10,263
Non-controlling interests	—		—		124		—			124
Total equity	10,263		4,863		9,384		(14,123		)	10,387
TOTAL LIABILITIES AND EQUITY	$	10,846	$	17,064	$	35,125	$	(30,261	)	$	32,774

Unaudited Condensed Consolidating Balance Sheet



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

Unaudited Condensed Consolidating Balance Sheet



	As of June 30, 2017
	Willis Towers Watson		The Other Guarantors		The Issuer		Other		Consolidating adjustments			Consolidated
ASSETS
Cash and cash equivalents	$	—	$	7	$	—	$	845	$	—		$	852
Fiduciary assets	—		—		—		12,751		—			12,751
Accounts receivable, net	—		5		—		2,283		—			2,288
Prepaid and other current assets	1		147		1		199		(6		)	342
Amounts due from group undertakings	6,283		1,736		1,503		2,559		(12,081		)	—
Total current assets	6,284		1,895		1,504		18,637		(12,087		)	16,233
Investments in subsidiaries	4,562		9,324		8,344		—		(22,230		)	—
Fixed assets, net	—		36		—		859		—			895
Goodwill	—		—		—		10,509		—			10,509
Other intangible assets, net	—		61		—		4,156		(61		)	4,156
Pension benefits assets	—		—		—		595		—			595
Other non-current assets	—		226		3		369		(212		)	386
Non-current amounts due from group undertakings	—		4,461		1,318		—		(5,779		)	—
Total non-current assets	4,562		14,108		9,665		16,488		(28,282		)	16,541
TOTAL ASSETS	$	10,846	$	16,003	$	11,169	$	35,125	$	(40,369	)	$	32,774
LIABILITIES AND EQUITY
Fiduciary liabilities	$	—	$	—	$	—	$	12,751	$	—		$	12,751
Deferred revenue and accrued expenses	—		57		—		1,346		(92		)	1,311
Short-term debt and current portion of long-term debt	—		—		—		85		—			85
Other current liabilities	87		165		28		606		(4		)	882
Amounts due to group undertakings	—		9,416		423		2,242		(12,081		)	—
Total current liabilities	87		9,638		451		17,030		(12,177		)	15,029
Long-term debt	496		830		2,643		128		—			4,097
Liability for pension benefits	—		—		—		1,271		—			1,271
Deferred tax liabilities	—		—		—		1,024		(201		)	823
Provision for liabilities	—		120		—		517		—			637
Other non-current liabilities	—		33		—		454		(14		)	473
Non-current amounts due to group undertakings	—		519		—		5,260		(5,779		)	—
Total non-current liabilities	496		1,502		2,643		8,654		(5,994		)	7,301
TOTAL LIABILITIES	583		11,140		3,094		25,684		(18,171		)	22,330
REDEEMABLE NON-CONTROLLING INTEREST	—		—		—		57		—			57
EQUITY
Total Willis Towers Watson shareholders’ equity	10,263		4,863		8,075		9,260		(22,198		)	10,263
Non-controlling interests	—		—		—		124		—			124
Total equity	10,263		4,863		8,075		9,384		(22,198		)	10,387
TOTAL LIABILITIES AND EQUITY	$	10,846	$	16,003	$	11,169	$	35,125	$	(40,369	)	$	32,774

Unaudited Condensed Consolidating 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 NON-CONTROLLING INTEREST	—		—		—		51		—			51
EQUITY
Total Willis Towers Watson shareholders’ equity	10,065		3,243		6,975		9,077		(19,295		)	10,065
Non-controlling 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

Unaudited Condensed Consolidated Statement of Cash Flows

Unaudited Condensed Consolidating Statement of Cash Flows



	Six Months Ended June 30, 2017
	Willis Towers Watson			The Other Guarantors			The Issuer			Other			Consolidating adjustments			Consolidated
NET CASH FROM/(USED IN) OPERATING ACTIVITIES	$	448		$	123		$	39		$	(116	)	$	(175	)	$	319
CASH FLOWS (USED IN)/FROM INVESTING ACTIVITIES
Additions to fixed assets and software for internal use	—			(5		)	—			(114		)	—			(119		)
Capitalized software costs	—			—			—			(32		)	—			(32		)
Acquisitions of operations, net of cash acquired	—			—			—			(13		)	—			(13		)
Other, net	—			—			—			9			—			9
Proceeds from intercompany investing activities	1,008			284			10			215			(1,517		)	—
Repayments of intercompany investing activities	(60		)	(400		)	(3		)	(31		)	494			—
Reduction in investment in subsidiaries	—			1,000			—			59			(1,059		)	—
Additional investment in subsidiaries	(1,000		)	(59		)	—			—			1,059			—
Net cash (used in)/from investing activities	$	(52	)	$	820		$	7		$	93		$	(1,023	)	$	(155	)
CASH FLOWS USED IN FINANCING ACTIVITIES
Net borrowings on revolving credit facility	—			283			—			—			—			283
Senior notes issued	—			—			650			—			—			650
Proceeds from issuance of other debt	—			—			—			32			—			32
Debt issuance costs	—			(4		)	(5		)	—			—			(9		)
Repayments of debt	—			(215		)	(399		)	(81		)	—			(695		)
Repurchase of shares	(296		)	—			—			—			—			(296		)
Proceeds from issuance of shares	37			—			—			—			—			37
Cash paid for employee taxes on withholding shares	—			—			—			(3		)	—			(3		)
Payments of deferred and contingent consideration related to acquisitions	—			—			—			(44		)	—			(44		)
Dividends paid	(137		)	—			(59		)	(116		)	175			(137		)
Acquisitions of and dividends paid to non-controlling interests	—			—			—			(14		)	—			(14		)
Proceeds from intercompany financing activities	—			32			—			462			(494		)	—
Repayments of intercompany financing activities	—			(1,032		)	(233		)	(252		)	1,517			—
Net cash used in financing activities	$	(396	)	$	(936	)	$	(46	)	$	(16	)	$	1,198		$	(196	)
INCREASE/(DECREASE) IN CASH AND CASH EQUIVALENTS	—			7			—			(39		)	—			(32		)
Effect of exchange rate changes on cash and cash equivalents	—			—			—			14			—			14
CASH AND CASH EQUIVALENTS, BEGINNING OF PERIOD	—			—			—			870			—			870
CASH AND CASH EQUIVALENTS, END OF PERIOD	$	—		$	7		$	—		$	845		$	—		$	852

Unaudited Condensed Consolidating Statement of Cash Flows



	Six Months Ended June 30, 2016
	Willis Towers Watson			The Other Guarantors			The Issuer			Other			Consolidating adjustments			Consolidated
NET CASH FROM/(USED IN) OPERATING ACTIVITIES	$	42		$	(418	)	$	(187	)	$	1,000		$	(1	)	$	436
CASH FLOWS FROM/(USED IN) INVESTING ACTIVITIES
Additions to fixed assets and software for internal use	—			(9		)	(5		)	(78		)	—			(92		)
Capitalized software costs	—			—			—			(42		)	—			(42		)
Acquisitions of operations, net of cash acquired	—			—			—			419			—			419
Other, net	—			—			—			23			—			23
Repayments of intercompany investing activities	(4,268		)	(3,696		)	—			(696		)	8,660			—
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	$	332		$	(4,705	)	$	(5	)	$	(3,974	)	$	8,660		$	308
CASH FLOWS (USED IN)/FROM FINANCING ACTIVITIES
Net payments on revolving credit facility	—			(393		)	—			—			—			(393		)
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		)	(1,026		)	—			(500		)	—			(1,826		)
Repurchase of shares	(38		)	—			—			—			—			(38		)
Proceeds from issuance of shares	28			—			—			—			—			28
Dividends paid	(67		)	—			—			(1		)	1			(67		)
Cash paid for employee taxes on withholding shares	—			—			—			(9		)	—			(9		)
Acquisitions of and dividends paid to non-controlling interests	—			—			—			(15		)	—			(15		)
Proceeds from intercompany financing activities	—			4,611			192			3,857			(8,660		)	—
Net cash (used in)/from financing activities	$	(377	)	$	5,184		$	192		$	3,336		$	(8,659	)	$	(324	)
(DECREASE)/INCREASE IN CASH AND CASH EQUIVALENTS	(3		)	61			—			362			—			420
Effect of exchange rate changes on cash and cash equivalents	—			—			—			(3		)	—			(3		)
CASH AND CASH EQUIVALENTS, BEGINNING OF PERIOD	3			2			—			527			—			532
CASH AND CASH EQUIVALENTS, END OF PERIOD	$	—		$	63		$	—		$	886		$	—		$	949

Unaudited Condensed Consolidating Statement of Cash Flows



	Six Months Ended June 30, 2017
	Willis Towers Watson — the Parent Issuer			The Guarantors			Other			Consolidating adjustments			Consolidated
NET CASH FROM/(USED IN) OPERATING ACTIVITIES	$	448		$	103		$	(116	)	$	(116	)	$	319
CASH FLOWS (USED IN)/FROM INVESTING ACTIVITIES
Additions to fixed assets and software for internal use	—			(5		)	(114		)	—			(119		)
Capitalized software costs	—			—			(32		)	—			(32		)
Acquisitions of operations, net of cash acquired	—			—			(13		)	—			(13		)
Other, net	—			—			9			—			9
Proceeds from intercompany investing activities	1,008			252			215			(1,475		)	—
Repayments of intercompany investing activities	(60		)	(403		)	(31		)	494			—
Reduction in investment in subsidiaries	—			1,000			59			(1,059		)	—
Additional investment in subsidiaries	(1,000		)	(59		)	—			1,059			—
Net cash (used in)/from investing activities	$	(52	)	$	785		$	93		$	(981	)	$	(155	)
CASH FLOWS USED IN FINANCING ACTIVITIES
Net borrowings on revolving credit facility	—			283			—			—			283
Senior notes issued	—			650			—			—			650
Proceeds from issuance of other debt	—			—			32			—			32
Debt issuance costs	—			(9		)	—			—			(9		)
Repayments of debt	—			(614		)	(81		)	—			(695		)
Repurchase of shares	(296		)	—			—			—			(296		)
Proceeds from issuance of shares	37			—			—			—			37
Cash paid for employee taxes on withholding shares	—			—			(3		)	—			(3		)
Payments of deferred and contingent consideration related to acquisitions	—			—			(44		)	—			(44		)
Dividends paid	(137		)	—			(116		)	116			(137		)
Acquisitions of and dividends paid to non-controlling interests	—			—			(14		)	—			(14		)
Proceeds from intercompany financing activities	—			32			462			(494		)	—
Repayments of intercompany financing activities	—			(1,223		)	(252		)	1,475			—
Net cash used in financing activities	$	(396	)	$	(881	)	$	(16	)	$	1,097		$	(196	)
INCREASE/(DECREASE) IN CASH AND CASH EQUIVALENTS	—			7			(39		)	—			(32		)
Effect of exchange rate changes on cash and cash equivalents	—			—			14			—			14
CASH AND CASH EQUIVALENTS, BEGINNING OF PERIOD	—			—			870			—			870
CASH AND CASH EQUIVALENTS, END OF PERIOD	$	—		$	7		$	845		$	—		$	852

Unaudited Condensed Consolidating Statement of Cash Flows



	Six Months Ended June 30, 2016
	Willis Towers Watson — the Parent Issuer			The Guarantors			Other			Consolidating adjustments			Consolidated
NET CASH FROM/(USED IN) OPERATING ACTIVITIES	$	42		$	(605	)	$	1,000		$	(1	)	$	436
CASH FLOWS FROM/(USED IN) INVESTING ACTIVITIES
Additions to fixed assets and software for internal use	—			(14		)	(78		)	—			(92		)
Capitalized software costs	—			—			(42		)	—			(42		)
Acquisitions of operations, net of cash acquired	—			—			419			—			419
Other, net	—			—			23			—			23
Repayments of intercompany investing activities	(4,268		)	(3,696		)	(696		)	8,660			—
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	$	332		$	(4,710	)	$	(3,974	)	$	8,660		$	308
CASH FLOWS (USED IN)/FROM FINANCING ACTIVITIES
Net payments on revolving credit facility	—			(393		)	—			—			(393		)
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		)	(1,026		)	(500		)	—			(1,826		)
Repurchase of shares	(38		)	—			—			—			(38		)
Proceeds from issuance of shares	28			—			—			—			28
Dividends paid	(67		)	—			(1		)	1			(67		)
Cash paid for employee taxes on withholding shares	—			—			(9		)	—			(9		)
Acquisitions of and dividends paid to non-controlling interests	—			—			(15		)	—			(15		)
Proceeds from intercompany financing activities	—			4,803			3,857			(8,660		)	—
Net cash (used in)/from financing activities	$	(377	)	$	5,376		$	3,336		$	(8,659	)	$	(324	)
(DECREASE)/INCREASE IN CASH AND CASH EQUIVALENTS	(3		)	61			362			—			420
Effect of exchange rate changes on cash and cash equivalents	—			—			(3		)	—			(3		)
CASH AND CASH EQUIVALENTS, BEGINNING OF PERIOD	3			2			527			—			532
CASH AND CASH EQUIVALENTS, END OF PERIOD	$	—		$	63		$	886		$	—		$	949

Unaudited Condensed Consolidating Statement of Cash Flows



	Six Months Ended June 30, 2017
	Willis Towers Watson			The Other Guarantors			The Issuer			Other			Consolidating adjustments			Consolidated
NET CASH FROM/(USED IN) OPERATING ACTIVITIES	$	448		$	(274	)	$	434		$	(116	)	$	(173	)	$	319
CASH FLOWS (USED IN)/FROM INVESTING ACTIVITIES
Additions to fixed assets and software for internal use	—			(5		)	—			(114		)	—			(119		)
Capitalized software costs	—			—			—			(32		)	—			(32		)
Acquisitions of operations, net of cash acquired	—			—			—			(13		)	—			(13		)
Other, net	—			—			—			9			—			9
Proceeds from intercompany investing activities	1,008			75			219			215			(1,517		)	—
Repayments of intercompany investing activities	(60		)	(3		)	(692		)	(31		)	786			—
Reduction in investment in subsidiaries	—			1,000			—			59			(1,059		)	—
Additional investment in subsidiaries	(1,000		)	(59		)	—			—			1,059			—
Net cash (used in)/from investing activities	$	(52	)	$	1,008		$	(473	)	$	93		$	(731	)	$	(155	)
CASH FLOWS (USED IN)/FROM FINANCING ACTIVITIES
Net borrowings on revolving credit facility	—			—			283			—			—			283
Senior notes issued	—			650			—			—			—			650
Proceeds from issuance of other debt	—			—			—			32			—			32
Debt issuance costs	—			(5		)	(4		)	—			—			(9		)
Repayments of debt	—			(399		)	(215		)	(81		)	—			(695		)
Repurchase of shares	(296		)	—			—			—			—			(296		)
Proceeds from issuance of shares	37			—			—			—			—			37
Cash paid for employee taxes on withholding shares	—			—			—			(3		)	—			(3		)
Payments of deferred and contingent consideration related to acquisitions	—			—			—			(44		)	—			(44		)
Dividends paid	(137		)	(57		)	—			(116		)	173			(137		)
Acquisitions of and dividends paid to non-controlling interests	—			—			—			(14		)	—			(14		)
Proceeds from intercompany financing activities	—			324			—			462			(786		)	—
Repayments of intercompany financing activities	—			(1,240		)	(25		)	(252		)	1,517			—
Net cash (used in)/from financing activities	$	(396	)	$	(727	)	$	39		$	(16	)	$	904		$	(196	)
INCREASE/(DECREASE) IN CASH AND CASH EQUIVALENTS	—			7			—			(39		)	—			(32		)
Effect of exchange rate changes on cash and cash equivalents	—			—			—			14			—			14
CASH AND CASH EQUIVALENTS, BEGINNING OF PERIOD	—			—			—			870			—			870
CASH AND CASH EQUIVALENTS, END OF PERIOD	$	—		$	7		$	—		$	845		$	—		$	852

Unaudited Condensed Consolidating Statement of Cash Flows



	Six Months Ended June 30, 2016
	Willis Towers Watson			The Other Guarantors			The Issuer			Other			Consolidating adjustments			Consolidated
NET CASH FROM/(USED IN) OPERATING ACTIVITIES	$	42		$	(228	)	$	(377	)	$	1,000		$	(1	)	$	436
CASH FLOWS FROM/(USED IN) INVESTING ACTIVITIES
Additions to fixed assets and software for internal use	—			(14		)	—			(78		)	—			(92		)
Capitalized software costs	—			—			—			(42		)	—			(42		)
Acquisitions of operations, net of cash acquired	—			—			—			419			—			419
Other, net	—			—			—			23			—			23
Proceeds from intercompany investing activities	—			12			—			—			(12		)	—
Repayments of intercompany investing activities	(4,268		)	(3,512		)	(184		)	(696		)	8,660			—
Reduction in investment subsidiaries	4,600			3,600			—			—			(8,200		)	—
Additional investment in subsidiaries	—			(4,600		)	—			(3,600		)	8,200			—
Net cash from/(used in) investing activities	$	332		$	(4,514	)	$	(184	)	$	(3,974	)	$	8,648		$	308
CASH FLOWS (USED IN)/FROM FINANCING ACTIVITIES
Net payments on revolving credit facility	—			—			(393		)	—			—			(393		)
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		)	—			(1,026		)	(500		)	—			(1,826		)
Repurchase of shares	(38		)	—			—			—			—			(38		)
Proceeds from issuance of shares	28			—			—			—			—			28
Dividends paid	(67		)	—			—			(1		)	1			(67		)
Cash paid for employee taxes on withholding shares	—			—			—			(9		)	—			(9		)
Acquisitions of and dividends paid to non-controlling interests	—			—			—			(15		)	—			(15		)
Proceeds from intercompany financing activities	—			4,803			—			3,857			(8,660		)	—
Repayments of intercompany financing activities	—			—			(12		)	—			12			—
Net cash (used in)/from financing activities	$	(377	)	$	4,803		$	561		$	3,336		$	(8,647	)	$	(324	)
(DECREASE)/INCREASE IN CASH AND CASH EQUIVALENTS	(3		)	61			—			362			—			420
Effect of exchange rate changes on cash and cash equivalents	—			—			—			(3		)	—			(3		)
CASH AND CASH EQUIVALENTS, BEGINNING OF PERIOD	3			2			—			527			—			532
CASH AND CASH EQUIVALENTS, END OF PERIOD	$	—		$	63		$	—		$	886		$	—		$	949

Nature of Operations (Details) employee in Thousands	Jun. 30, 2017 employee Country
Organization, Consolidation and Presentation of Financial Statements [Abstract]
Number of employees employed (more than 41,000) \| employee	41
Number of countries in which entity operates (more than 140) \| Country	140

Basis of Presentation and Recent Accounting Policies (Details) - USD ($) $ in Millions	3 Months Ended	6 Months Ended
	Jun. 30, 2017	Jun. 30, 2017	Jun. 30, 2016	Dec. 31, 2016
Deferred Revenue Arrangement [Line Items]
Excess tax benefit, amount	$ 1	$ 2
Net cash from operating activities	319	319	$ 436
Net cash from financing activities	$ (196)	(196)	(324)
Accounting Standards Update 2016-09
Deferred Revenue Arrangement [Line Items]
Net cash from operating activities			(9)
Net cash from financing activities			$ 9
Accounting Standards Update 2016-16
Deferred Revenue Arrangement [Line Items]
Cumulative-effect adjustment of new ASU adoption				$ 3
Accounting Standards Update 2016-16 \| Retained earnings
Deferred Revenue Arrangement [Line Items]
Cumulative-effect adjustment of new ASU adoption				$ 3
Accounting Standards Update 2019-09, Excess Tax Benefit Component
Deferred Revenue Arrangement [Line Items]
Net cash from operating activities		$ 2
Minimum
Deferred Revenue Arrangement [Line Items]
Deferred costs, amortization period		3 years
Maximum
Deferred Revenue Arrangement [Line Items]
Deferred costs, amortization period		5 years

Merger - Narrative (Details) $ / shares in Units, $ in Millions				6 Months Ended
	Jan. 05, 2016 shares	Jan. 04, 2016 USD ($) $ / shares shares	Dec. 29, 2015 USD ($) $ / shares shares	Jun. 30, 2016 USD ($)	Jun. 30, 2017 $ / shares shares	Dec. 31, 2016 $ / shares shares
Business Acquisition [Line Items]
Stock split ratio	0.3775
Value of equity awards assumed				$ 37
Towers Watson
Business Acquisition [Line Items]
Dividends paid per share (usd per share) \| $ / shares			$ 10
Dividends paid			$ 694
Common shares outstanding \| shares		69,000,000	69,000,000
Common shares issued \| shares	69,000,000
Towers Watson
Business Acquisition [Line Items]
Conversion of Towers Watson stock to Willis stock, conversion ratio		2.6490
Value of equity awards assumed		$ 37
Towers Watson \| Stock options
Business Acquisition [Line Items]
Number of stock options resulting from conversion to acquirer \| shares		592,486
Value of equity awards assumed		$ 7
Fair value of outstanding options related to post-acquisition employee service		$ 13
Towers Watson \| Restricted Stock Units
Business Acquisition [Line Items]
Number of stock options resulting from conversion to acquirer \| shares		597,307
Value of equity awards assumed		$ 30
Fair value of outstanding units related to post-acquisition employee service		$ 32
Ordinary shares, $0.000304635 nominal value
Business Acquisition [Line Items]
Ordinary shares, nominal value (usd per share) \| $ / shares		$ 0.000304635000			$ 0.000304635	$ 0.000304635
Common shares outstanding \| shares					134,612,898	136,296,771
Common shares issued \| shares					134,744,951	137,075,068
Ordinary shares, $0.000304635 nominal value \| Towers Watson
Business Acquisition [Line Items]
Conversion of Towers Watson stock to Willis stock, conversion ratio		2.6490
Ordinary shares, $0.000115 nominal value \| Towers Watson
Business Acquisition [Line Items]
Ordinary shares, nominal value (usd per share) \| $ / shares		$ 0.000115

Merger - Preliminary Calculation of Aggregate Merger Consideration (Details) $ / shares in Units, shares in Millions, $ in Millions		6 Months Ended
	Jan. 04, 2016 USD ($) $ / shares shares	Jun. 30, 2016 USD ($)	Dec. 29, 2015 shares
Business Acquisition [Line Items]
Value of equity awards assumed		$ 37
Towers Watson
Business Acquisition [Line Items]
Number of shares of Towers Watson common stock outstanding as of January 4, 2016 \| shares	69		69
Towers Watson
Business Acquisition [Line Items]
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 \| 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 (usd per share) \| $ / shares	$ 47.18

Merger - Schedule of Fair Values of the Identifiable Assets Acquired and Liabilities Assumed (Details) - USD ($) $ in Millions	Jan. 04, 2016	Dec. 29, 2015	Jun. 30, 2017	Dec. 31, 2016
Business Acquisition [Line Items]
Goodwill			$ 10,509	$ 10,413
Term loan due 2019 \| Term Loan Facility
Business Acquisition [Line Items]
Term loan period	1 year
Towers Watson
Business Acquisition [Line Items]
Dividends paid		$ 694
Towers Watson \| Towers Watson Debt, Due on Change of Control
Business Acquisition [Line Items]
Long-term debt	$ 400
Repayments of debt	400
Towers Watson \| Towers Watson Debt, Due on Change of Control \| Term Loan
Business Acquisition [Line Items]
Face amount of note	188
Towers Watson \| Towers Watson Debt, Due on Change of Control \| Line of Credit \| Revolving Credit Facility
Business Acquisition [Line Items]
Maximum borrowing capacity	212
Towers Watson \| Towers Watson New Term Loan \| Term Loan
Business Acquisition [Line Items]
Proceeds from issuance of debt	340
Towers Watson
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)
Long term debt, including current portion	(740)
Net assets acquired	8,731
Non-controlling interests acquired	(8)
Allocated aggregate Merger consideration	8,723
Towers Watson \| Towers Watson Accounts Payable, Accrued Liabilities, and Deferred Compensation
Business Acquisition [Line Items]
Other current liabilities	(348)
Towers Watson \| Towers Watson Employee-related Liabilities
Business Acquisition [Line Items]
Other current liabilities	(308)
Towers Watson \| Towers Watson Other Current Liabilities
Business Acquisition [Line Items]
Other current liabilities	(11)
Towers Watson \| Towers Watson Acquired Contingent Liabilities
Business Acquisition [Line Items]
Other non-current liabilities	$ (242)

Merger - Schedule of Acquired Intangible Assets (Details) - USD ($) $ in Millions		6 Months Ended
	Jan. 04, 2016	Jun. 30, 2017
Acquired Finite-Lived Intangible Assets [Line Items]
Intangible assets acquired		$ 48
Customer relationships
Acquired Finite-Lived Intangible Assets [Line Items]
Intangible assets acquired		12
Software - income approach
Acquired Finite-Lived Intangible Assets [Line Items]
Intangible assets acquired		36
Product
Acquired Finite-Lived Intangible Assets [Line Items]
Intangible assets acquired		0
Favorable agreements
Acquired Finite-Lived Intangible Assets [Line Items]
Intangible assets acquired		$ 0
Towers Watson
Acquired Finite-Lived Intangible Assets [Line Items]
Intangible assets acquired	$ 3,991
Towers Watson \| Customer relationships
Acquired Finite-Lived Intangible Assets [Line Items]
Intangible assets acquired	$ 2,221
Expected life (years)	15 years
Towers Watson \| Software - income approach \| Income Approach
Acquired Finite-Lived Intangible Assets [Line Items]
Intangible assets acquired	$ 567
Expected life (years)	6 years 4 months 24 days
Towers Watson \| Software - income approach \| Cost Approach
Acquired Finite-Lived Intangible Assets [Line Items]
Intangible assets acquired	$ 108
Expected life (years)	4 years 10 months 24 days
Towers Watson \| Product
Acquired Finite-Lived Intangible Assets [Line Items]
Intangible assets acquired	$ 42
Expected life (years)	17 years 6 months
Towers Watson \| IPR&D
Acquired Finite-Lived Intangible Assets [Line Items]
Intangible assets acquired	$ 39
Towers Watson \| Trade name
Acquired Finite-Lived Intangible Assets [Line Items]
Intangible assets acquired	$ 1,003
Expected life (years)	25 years
Towers Watson \| Favorable agreements
Acquired Finite-Lived Intangible Assets [Line Items]
Intangible assets acquired	$ 11
Expected life (years)	6 years 6 months

Segment Information - Narrative (Details)	6 Months Ended
Segment Information - Narrative (Details)	Jun. 30, 2017 segment
Segment Reporting [Abstract]
Number of operating segments	4
Number of reportable segments	4

Segment Information - Revenue (Net of Reimbursable Expenses) of the Reported Segments (Details) - USD ($) $ in Millions	3 Months Ended		6 Months Ended
	Jun. 30, 2017	Jun. 30, 2016	Jun. 30, 2017	Jun. 30, 2016
Segment Reporting Information [Line Items]
Segment commissions and fees	$ 1,930	$ 1,894	$ 4,233	$ 4,113
Segment interest and other income	23	55	39	70
Segment operating income	124	136	587	462
Operating Segments
Segment Reporting Information [Line Items]
Segment commissions and fees	1,903	1,892	4,185	4,120
Segment interest and other income	23	56	37	70
Segment revenues	1,926	1,948	4,222	4,190
Segment operating income	354	384	1,085	1,049
Operating Segments \| HCB
Segment Reporting Information [Line Items]
Segment commissions and fees	718	731	1,669	1,657
Segment interest and other income	11	5	15	9
Segment revenues	729	736	1,684	1,666
Segment operating income	123	128	472	441
Operating Segments \| CRB
Segment Reporting Information [Line Items]
Segment commissions and fees	624	627	1,274	1,268
Segment interest and other income	6	6	11	12
Segment revenues	630	633	1,285	1,280
Segment operating income	100	99	222	209
Operating Segments \| IRR
Segment Reporting Information [Line Items]
Segment commissions and fees	383	380	885	878
Segment interest and other income	6	44	11	48
Segment revenues	389	424	896	926
Segment operating income	97	123	319	322
Operating Segments \| ES
Segment Reporting Information [Line Items]
Segment commissions and fees	178	154	357	317
Segment interest and other income	0	1	0	1
Segment revenues	178	155	357	318
Segment operating income	$ 34	$ 34	$ 72	$ 77

Segment Information - Reconciliation of Information Reported by Segment to Consolidated Amounts (Details) - USD ($) $ in Millions	3 Months Ended		6 Months Ended
	Jun. 30, 2017	Jun. 30, 2016	Jun. 30, 2017	Jun. 30, 2016
Revenues:
Fair value adjustment for deferred revenue	$ 0	$ (26)	$ 0	$ (58)
Reimbursable expenses and other	27	27	50	51
Total revenues	1,953	1,949	4,272	4,183
Total segment operating income	124	136	587	462
Amortization	(149)	(125)	(300)	(286)
Restructuring costs	(27)	(41)	(54)	(66)
Integration expenses	(63)	(29)	(103)	(81)
Provision for the Stanford litigation	0	0	0	(50)
Other, net	9	(27)	(41)	(46)
Interest expense	46	47	92	93
Other expense/(income), net	30	(6)	50	12
INCOME FROM OPERATIONS BEFORE INCOME TAXES AND INTEREST IN EARNINGS OF ASSOCIATES	48	95	445	357
Operating Segments
Revenues:
Total segment revenues	1,926	1,948	4,222	4,190
Fair value adjustment for deferred revenue				(58)
Total segment operating income	$ 354	$ 384	$ 1,085	$ 1,049

Restructuring Costs - Narrative (Details) $ in Millions	3 Months Ended		6 Months Ended		12 Months Ended			42 Months Ended
Restructuring Costs - Narrative (Details) $ in Millions	Jun. 30, 2017 USD ($)	Jun. 30, 2016 USD ($)	Jun. 30, 2017 USD ($) Position	Jun. 30, 2016 USD ($)	Dec. 31, 2016 USD ($)	Dec. 31, 2015 USD ($)	Dec. 31, 2014 USD ($)	Jun. 30, 2017 USD ($)
Restructuring Cost and Reserve [Line Items]
Restructuring costs	$ 27	$ 41	$ 54	$ 66
Expected cost	130		130					$ 130
Cumulative expected restructuring cost	440		$ 440					440
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	27	$ 37	$ 54	62	$ 145	$ 126	$ 36	$ 361
Business Restructure Program
Restructuring Cost and Reserve [Line Items]
Restructuring costs	$ 4			$ 4	$ 48

Restructuring Costs - Restructuring Liability (Details) - USD ($) $ in Millions	3 Months Ended		6 Months Ended		12 Months Ended			42 Months Ended
	Jun. 30, 2017	Jun. 30, 2016	Jun. 30, 2017	Jun. 30, 2016	Dec. 31, 2016	Dec. 31, 2015	Dec. 31, 2014	Jun. 30, 2017
Restructuring Reserve [Roll Forward]
Charges incurred	$ 27	$ 41	$ 54	$ 66
Operational Improvement Program
Restructuring Reserve [Roll Forward]
Restructuring liability, beginning balance			25	26	$ 26	$ 11	$ 0	$ 0
Charges incurred	27	37	54	62	145	126	36	361
Cash payments			(59)		(146)	(111)	(25)
Restructuring liability, ending balance	20		20		25	26	11	20
Business Restructure Program
Restructuring Reserve [Roll Forward]
Restructuring liability, beginning balance			26	0	0
Charges incurred	4			4	48
Cash payments			(21)		(22)
Restructuring liability, ending balance	5		5		26	0		5
Termination benefits
Restructuring Reserve [Roll Forward]
Charges incurred	7	12	13	14
Termination benefits \| Operational Improvement Program
Restructuring Reserve [Roll Forward]
Restructuring liability, beginning balance			7	15	15	5	0	0
Charges incurred			13		23	36	16	88
Cash payments			(8)		(31)	(26)	(11)
Restructuring liability, ending balance	12		12		7	15	5	12
Termination benefits \| Business Restructure Program
Restructuring Reserve [Roll Forward]
Restructuring liability, beginning balance			26	0	0
Charges incurred					45
Cash payments			(21)		(19)
Restructuring liability, ending balance	5		5		26	0		5
Professional services and other
Restructuring Reserve [Roll Forward]
Charges incurred	20	$ 29	41	52
Professional services and other \| Operational Improvement Program
Restructuring Reserve [Roll Forward]
Restructuring liability, beginning balance			18	11	11	6	0	0
Charges incurred			41		122	90	20	273
Cash payments			(51)		(115)	(85)	(14)
Restructuring liability, ending balance	8		8		18	11	$ 6	8
Professional services and other \| Business Restructure Program
Restructuring Reserve [Roll Forward]
Restructuring liability, beginning balance			0	$ 0	0
Charges incurred					3
Cash payments			0		(3)
Restructuring liability, ending balance	$ 0		$ 0		$ 0	$ 0		$ 0

Income Taxes (Details) - USD ($) $ in Millions	3 Months Ended		6 Months Ended
Income Taxes (Details) - USD ($) $ in Millions	Jun. 30, 2017	Jun. 30, 2016	Jun. 30, 2017	Jun. 30, 2016
Operating Loss Carryforwards [Line Items]
Provision for income taxes	$ 8	$ 19	$ 54	$ 37
Effective tax rate	16.80%	20.60%	12.10%	10.40%
U.S. statutory tax rate			35.00%
Liability for uncertain tax position	$ 53		$ 53
Minimum
Operating Loss Carryforwards [Line Items]
Expected decrease in liability for uncertain tax position	5		5
Maximum
Operating Loss Carryforwards [Line Items]
Expected decrease in liability for uncertain tax position	$ 7		$ 7

Goodwill and Other Intangible Assets - Components of Goodwill (Details) $ in Millions	6 Months Ended
	Jun. 30, 2017 USD ($)
Goodwill [Roll Forward]
Goodwill, gross, beginning balance	$ 10,905
Accumulated impairment losses, beginning balance	(492)
Goodwill, net, beginning balance	10,413
Goodwill reassigned in segment realignment	0
Goodwill acquired during the period	8
Foreign exchange	88
Goodwill, gross, ending balance	11,001
Accumulated impairment losses, ending balance	(492)
Goodwill, net, ending balance	10,509
HCB
Goodwill [Roll Forward]
Goodwill, gross, beginning balance	4,412
Accumulated impairment losses, beginning balance	(130)
Goodwill, net, beginning balance	4,282
Goodwill reassigned in segment realignment	(113)
Goodwill acquired during the period	0
Foreign exchange	40
Goodwill, gross, ending balance	4,339
Accumulated impairment losses, ending balance	(130)
Goodwill, net, ending balance	4,209
CRB
Goodwill [Roll Forward]
Goodwill, gross, beginning balance	2,178
Accumulated impairment losses, beginning balance	(362)
Goodwill, net, beginning balance	1,816
Goodwill reassigned in segment realignment	13
Goodwill acquired during the period	8
Foreign exchange	37
Goodwill, gross, ending balance	2,236
Accumulated impairment losses, ending balance	(362)
Goodwill, net, ending balance	1,874
IRR
Goodwill [Roll Forward]
Goodwill, gross, beginning balance	1,758
Accumulated impairment losses, beginning balance	0
Goodwill, net, beginning balance	1,758
Goodwill reassigned in segment realignment	100
Goodwill acquired during the period	0
Foreign exchange	11
Goodwill, gross, ending balance	1,869
Accumulated impairment losses, ending balance	0
Goodwill, net, ending balance	1,869
ES
Goodwill [Roll Forward]
Goodwill, gross, beginning balance	2,557
Accumulated impairment losses, beginning balance	0
Goodwill, net, beginning balance	2,557
Goodwill reassigned in segment realignment	0
Goodwill acquired during the period	0
Foreign exchange	0
Goodwill, gross, ending balance	2,557
Accumulated impairment losses, ending balance	0
Goodwill, net, ending balance	$ 2,557

Goodwill and Other Intangible Assets - Finite-Lived Intangible Assets and Liabilities (Details) - USD ($) $ in Millions	3 Months Ended		6 Months Ended
	Jun. 30, 2017	Jun. 30, 2016	Jun. 30, 2017	Jun. 30, 2016	Dec. 31, 2016
Finite-lived Intangible Assets [Roll Forward]
Balance at December 31, 2016			$ 4,332
Intangible assets acquired			48
Intangible assets disposed			(1)
Amortization(ii)	$ (149)	$ (125)	(300)	$ (286)
Foreign Exchange			78
Balance at June 30, 2017	4,156		4,156
Finite-lived intangible assets, gross carrying amount	5,399		5,399		$ 5,275
Finite-lived intangible assets, accumulated amortization	(1,243)		(1,243)		(943)
Amortization of intangible assets, excluding above market leases			301
Finite-lived intangible liabilities, gross carrying amount	34		34		34
Finite-lived intangible liabilities, accumulated amortization	(7)		(7)		(5)
Client relationships
Finite-lived Intangible Assets [Roll Forward]
Balance at December 31, 2016			2,655
Intangible assets acquired			12
Intangible assets disposed			0
Amortization(ii)			(198)
Foreign Exchange			58
Balance at June 30, 2017	2,527		2,527
Finite-lived intangible assets, gross carrying amount	3,468		3,468		3,396
Finite-lived intangible assets, accumulated amortization	(941)		(941)		(741)
Management contracts
Finite-lived Intangible Assets [Roll Forward]
Balance at December 31, 2016			54
Intangible assets acquired			0
Intangible assets disposed			0
Amortization(ii)			(2)
Foreign Exchange			4
Balance at June 30, 2017	56		56
Finite-lived intangible assets, gross carrying amount	66		66		62
Finite-lived intangible assets, accumulated amortization	(10)		(10)		(8)
Software
Finite-lived Intangible Assets [Roll Forward]
Balance at December 31, 2016			570
Intangible assets acquired			36
Intangible assets disposed			0
Amortization(ii)			(75)
Foreign Exchange			9
Balance at June 30, 2017	540		540
Finite-lived intangible assets, gross carrying amount	754		754		711
Finite-lived intangible assets, accumulated amortization	(214)		(214)		(141)
Trademark and trade name
Finite-lived Intangible Assets [Roll Forward]
Balance at December 31, 2016			1,006
Intangible assets acquired			0
Intangible assets disposed			(1)
Amortization(ii)			(22)
Foreign Exchange			4
Balance at June 30, 2017	987		987
Finite-lived intangible assets, gross carrying amount	1,054		1,054		1,051
Finite-lived intangible assets, accumulated amortization	(67)		(67)		(45)
Product
Finite-lived Intangible Assets [Roll Forward]
Balance at December 31, 2016			33
Intangible assets acquired			0
Intangible assets disposed			0
Amortization(ii)			(2)
Foreign Exchange			1
Balance at June 30, 2017	32		32
Finite-lived intangible assets, gross carrying amount	37		37		36
Finite-lived intangible assets, accumulated amortization	(5)		(5)		(3)
Favorable agreements
Finite-lived Intangible Assets [Roll Forward]
Balance at December 31, 2016			11
Intangible assets acquired			0
Intangible assets disposed			0
Amortization(ii)			(1)
Foreign Exchange			1
Balance at June 30, 2017	11		11
Finite-lived intangible assets, gross carrying amount	14		14		13
Finite-lived intangible assets, accumulated amortization	(3)		(3)		(2)
Other
Finite-lived Intangible Assets [Roll Forward]
Balance at December 31, 2016			3
Intangible assets acquired			0
Intangible assets disposed			0
Amortization(ii)			(1)
Foreign Exchange			1
Balance at June 30, 2017	3		3
Finite-lived intangible assets, gross carrying amount	6		6		6
Finite-lived intangible assets, accumulated amortization	$ (3)		$ (3)		$ (3)

Goodwill and Other Intangible Assets - Narrative (Details) - USD ($) $ in Millions	3 Months Ended		6 Months Ended
	Jun. 30, 2017	Jun. 30, 2016	Jun. 30, 2017	Jun. 30, 2016	Dec. 31, 2016	Jan. 04, 2016
Finite-Lived Intangible Assets [Line Items]
Amortization of Intangible Assets	$ 149	$ 125	$ 300	$ 286
Amortization of intangible assets, excluding above market leases			301
Acquired unfavorable lease liabilities	27		$ 27		$ 29
Weighted average remaining life of amortizable intangible assets			14 years 7 months
In Process Research and Development
Finite-Lived Intangible Assets [Line Items]
Intangible asset	$ 36		$ 36			$ 39

Goodwill and Other Intangible Assets - Schedule of Future Amortization Expense and Rent Offset (Details) $ in Millions	Jun. 30, 2017 USD ($)
Finite-Lived Intangible Assets, Amortization Expense, Maturity Schedule [Abstract]
Remainder of 2017	$ 282
2018	534
2019	477
2020	424
2021	346
Thereafter	2,082
Total	4,145
Rent offset
Remainder of 2017	(2)
2018	(4)
2019	(2)
2020	(2)
2021	(2)
Thereafter	(4)
Total	$ (16)

Derivative Financial Instruments (Details) - USD ($)	3 Months Ended		6 Months Ended
Derivative Financial Instruments (Details) - USD ($)	Jun. 30, 2017	Jun. 30, 2016	Jun. 30, 2017	Jun. 30, 2016	Dec. 31, 2016
Derivative [Line Items]
Loss on derivatives to be reclassified within the next twelve months			$ 44,000,000
Maximum
Derivative [Line Items]
Longest outstanding maturity			3 years
Not Designated as Hedging Instrument \| Forward exchange contracts
Derivative [Line Items]
Derivative, notional amount	$ 354,000,000		$ 354,000,000		$ 630,000,000
Derivative asset, fair value	1,000,000		1,000,000
Derivative liability, fair value					8,000,000
Cash Flow Hedges \| Designated as Hedging Instrument \| Interest rate swaps
Derivative [Line Items]
Derivative, notional amount	300,000,000		300,000,000		300,000,000
Derivative asset, fair value					0
Derivative liability, fair value	1,000,000		1,000,000
Cash Flow Hedges \| Designated as Hedging Instrument \| Forward exchange contracts
Derivative [Line Items]
Derivative, notional amount	808,000,000		808,000,000		945,000,000
Derivative liability, fair value	56,000,000		56,000,000		$ 110,000,000
Gain /(loss) recognized in OCI (effective portion)	9,000,000	$ (46,000,000)	12,000,000	$ (74,000,000)
Loss reclassified from Accumulated OCI into income (effective element)	(20,000,000)	(8,000,000)	(43,000,000)	(12,000,000)
Gain recognized in income (ineffective portion and amount excluded from effectiveness testing)	0	0	1,000,000	0
Other expense/(income), net \| Not Designated as Hedging Instrument \| Forward exchange contracts
Derivative [Line Items]
Gain/(loss) recognized in income	$ 1,000,000	$ 0	$ 9,000,000	$ (10,000,000)

Debt - Schedule of Short-term Debt and Current Maturities of Long-Term Debt (Details) - USD ($) $ in Millions		6 Months Ended
	Jan. 04, 2016	Jun. 30, 2017	Mar. 31, 2017	Dec. 31, 2016
Short-term Debt [Line Items]
Short-term debt and current portion of long-term debt		$ 85		$ 508
Senior Notes \| 6.200% senior notes due 2017
Short-term Debt [Line Items]
Short-term debt and current portion of long-term debt		$ 0		394
Stated interest rate		6.20%	6.20%
Term Loan Facility \| 7-year term loan facility
Short-term Debt [Line Items]
Short-term debt and current portion of long-term debt		$ 0		22
Term loan period		7 years
Term Loan Facility \| Term loan due 2019
Short-term Debt [Line Items]
Short-term debt and current portion of long-term debt		$ 85		85
Term loan period	1 year
Bank Overdrafts
Short-term Debt [Line Items]
Short-term debt and current portion of long-term debt		0		5
Other debt
Short-term Debt [Line Items]
Short-term debt and current portion of long-term debt		$ 0		$ 2

Debt - Schedule of Long-term Debt (Details) - USD ($)	6 Months Ended
Debt - Schedule of Long-term Debt (Details) - USD ($)	Jun. 30, 2017	May 16, 2017	Mar. 07, 2017	Dec. 31, 2016
Debt Instrument [Line Items]
Short-term debt and current portion of long-term debt	$ 85,000,000			$ 508,000,000
Long-term debt, excluding current maturities	4,097,000,000			3,357,000,000
Line of Credit \| Revolving Credit Facility \| Revolving $1.25 billion credit facility
Debt Instrument [Line Items]
Long-term debt, excluding current maturities	523,000,000			0
Maximum borrowing capacity	1,250,000,000.00		$ 1,250,000,000.00
Line of Credit \| Revolving Credit Facility \| Revolving $800 million credit facility
Debt Instrument [Line Items]
Long-term debt, excluding current maturities	0			238,000,000
Maximum borrowing capacity	800,000,000			800,000,000
Term Loan \| 7-year term loan facility
Debt Instrument [Line Items]
Long-term debt, excluding current maturities	$ 0			196,000,000
Term loan period	7 years
Term Loan \| Term loan due 2019
Debt Instrument [Line Items]
Long-term debt, excluding current maturities	$ 128,000,000			169,000,000
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	7.00%
Senior Notes \| 5.750% senior notes due 2021
Debt Instrument [Line Items]
Long-term debt, excluding current maturities	$ 496,000,000			496,000,000
Stated interest rate	5.75%
Senior Notes \| 3.500% senior notes due 2021
Debt Instrument [Line Items]
Long-term debt, excluding current maturities	$ 446,000,000			446,000,000
Stated interest rate	3.50%
Senior Notes \| 2.125% senior notes due 2022(i)
Debt Instrument [Line Items]
Long-term debt, excluding current maturities	$ 612,000,000			565,000,000
Stated interest rate	2.125%
Senior Notes \| 4.625% senior notes due 2023
Debt Instrument [Line Items]
Long-term debt, excluding current maturities	$ 248,000,000			247,000,000
Stated interest rate	4.625%
Senior Notes \| 3.600% senior notes due 2024
Debt Instrument [Line Items]
Long-term debt, excluding current maturities	$ 644,000,000			0
Stated interest rate		3.60%
Senior Notes \| 4.625% senior notes due 2023
Debt Instrument [Line Items]
Long-term debt, excluding current maturities	$ 543,000,000			543,000,000
Stated interest rate	4.40%
Senior Notes \| 4.400% senior notes due 2026
Debt Instrument [Line Items]
Long-term debt, excluding current maturities	$ 271,000,000			$ 271,000,000
Stated interest rate	6.125%

Debt - Narrative (Details) € in Millions				6 Months Ended
Debt - Narrative (Details) € in Millions	May 16, 2017 USD ($)	Mar. 28, 2017 USD ($)	Mar. 07, 2017 USD ($)	Jun. 30, 2017 USD ($)	Mar. 31, 2017 USD ($)	Mar. 31, 2017 EUR (€)	Dec. 31, 2016 USD ($)
Line of Credit \| Revolving Credit Facility \| Revolving $1.25 billion credit facility
Debt Instrument [Line Items]
Maximum borrowing capacity			$ 1,250,000,000.00	$ 1,250,000,000.00
Long-term borrowings outstanding					$ 409,000,000	€ 45
Line of Credit \| Revolving Credit Facility \| Revolving $1.25 billion credit facility \| LIBOR \| Minimum
Debt Instrument [Line Items]
Interest rate spread (as a percent)			1.00%
Line of Credit \| Revolving Credit Facility \| Revolving $1.25 billion credit facility \| LIBOR \| Maximum
Debt Instrument [Line Items]
Interest rate spread (as a percent)			1.75%
Line of Credit \| Revolving Credit Facility \| Revolving $1.25 billion credit facility \| Bank Base Rate \| Minimum
Debt Instrument [Line Items]
Interest rate spread (as a percent)			0.00%
Line of Credit \| Revolving Credit Facility \| Revolving $1.25 billion credit facility \| Bank Base Rate \| Maximum
Debt Instrument [Line Items]
Interest rate spread (as a percent)			0.75%
Line of Credit \| Revolving Credit Facility \| Revolving $800 million Credit Facility
Debt Instrument [Line Items]
Maximum borrowing capacity				$ 800,000,000			$ 800,000,000
Term Loan \| 7-year term loan facility
Debt Instrument [Line Items]
Term loan period				7 years
Senior Notes \| 3.600% senior notes due 2024
Debt Instrument [Line Items]
Stated interest rate	3.60%
Face amount of note	$ 650,000,000
Effective interest rate	3.614%
Proceeds from offering, net	$ 644,000,000
Senior Notes \| 6.200% senior notes due 2017
Debt Instrument [Line Items]
Repayments of debt		$ 407,000,000
Senior Notes \| 6.200% senior notes due 2017
Debt Instrument [Line Items]
Stated interest rate				6.20%	6.20%	6.20%

Fair Value Measurements - Schedule of Assets and Liabilities Measured at Fair Value on Recurring Basis (Details) - USD ($) $ in Millions	6 Months Ended	12 Months Ended
	Jun. 30, 2017	Dec. 31, 2016
Contingent consideration
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Fair Value Inputs, Discount Rate	9.99%	10.76%
Recurring
Assets:
Mutual funds / exchange traded funds	$ 39	$ 37
Derivative financial instruments	9	15
Liabilities:
Contingent consideration	49	55
Derivative financial instruments	65	133
Recurring \| Level 1
Assets:
Mutual funds / exchange traded funds	39	37
Derivative financial instruments	0	0
Liabilities:
Contingent consideration	0	0
Derivative financial instruments	0	0
Recurring \| Level 2
Assets:
Mutual funds / exchange traded funds	0	0
Derivative financial instruments	9	15
Liabilities:
Contingent consideration	0	0
Derivative financial instruments	65	133
Recurring \| Level 3
Assets:
Mutual funds / exchange traded funds	0	0
Derivative financial instruments	0	0
Liabilities:
Contingent consideration	49	55
Derivative financial instruments	$ 0	$ 0

Fair Value Measurements - Fair Value Liabilities Measured Using Significant Unobservable Inputs Level 3 (Details) $ in Millions	6 Months Ended
	Jun. 30, 2017 USD ($)
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward]
Balance as of beginning of period	$ 55
Obligations assumed	0
Payments	(4)
Realized and unrealized losses	(4)
Foreign exchange	2
Balance as of end of period	$ 49

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	Jun. 30, 2017	Dec. 31, 2016
Carrying Value
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Short-term debt and current portion of long-term debt	$ 85	$ 508
Long-term debt	4,097	3,357
Fair Value
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Short-term debt and current portion of long-term debt	85	513
Long-term debt	$ 4,319	$ 3,504

Retirement Benefits - Narrative (Details) - USD ($)	3 Months Ended		6 Months Ended
Retirement Benefits - Narrative (Details) - USD ($)	Jun. 30, 2017	Jun. 30, 2016	Jun. 30, 2017	Jun. 30, 2016
Defined Benefit Plan Disclosure [Line Items]
Portion of pension and OPEB obligation attributed to disclosed plans (as a percent)			99.00%
Defined contribution plan, employer contribution	$ 37,000,000	$ 40,000,000	$ 79,000,000	$ 81,000,000
U.S.
Defined Benefit Plan Disclosure [Line Items]
Funding of defined benefit pension plans			0
Defined benefit plan, estimated future employer contributions, remainder of fiscal year			50,000,000
U.K.
Defined Benefit Plan Disclosure [Line Items]
Funding of defined benefit pension plans			32,000,000
Defined benefit plan, estimated future employer contributions, remainder of fiscal year	$ 30,000,000
Other
Defined Benefit Plan Disclosure [Line Items]
Funding of defined benefit pension plans			8,000,000
Defined benefit plan, estimated future employer contributions, remainder of fiscal year			$ 7,000,000

Retirement Benefits - Net Periodic Benefit Cost (Details) - USD ($) $ in Millions	3 Months Ended		6 Months Ended
	Jun. 30, 2017	Jun. 30, 2016	Jun. 30, 2017	Jun. 30, 2016
U.S.
Defined Benefit Plan Disclosure [Line Items]
Service cost	$ 17	$ 15	$ 33	$ 30
Interest cost	35	34	70	68
Expected return on plan assets	(62)	(60)	(123)	(119)
Settlement	0	0	0	0
Amortization of net loss	3	3	6	6
Amortization of prior service credit	0	0	0	0
Net periodic benefit (income)/cost	(7)	(8)	(14)	(15)
U.K.
Defined Benefit Plan Disclosure [Line Items]
Service cost	7	6	15	13
Interest cost	24	28	46	57
Expected return on plan assets	(71)	(64)	(139)	(127)
Settlement	0	0	0	0
Amortization of net loss	13	11	26	22
Amortization of prior service credit	(4)	(5)	(9)	(10)
Net periodic benefit (income)/cost	(31)	(24)	(61)	(45)
Other
Defined Benefit Plan Disclosure [Line Items]
Service cost	4	5	9	9
Interest cost	5	7	9	13
Expected return on plan assets	(8)	(9)	(15)	(17)
Settlement	0	0	0	2
Amortization of net loss	1	0	1	0
Amortization of prior service credit	0	0	0	0
Net periodic benefit (income)/cost	2	3	4	7
PRW
Defined Benefit Plan Disclosure [Line Items]
Service cost	0	0	0	0
Interest cost	1	1	2	2
Expected return on plan assets	0	0	0	0
Settlement	0	0	0	0
Amortization of net loss	0	0	0	0
Amortization of prior service credit	0	0	0	0
Net periodic benefit (income)/cost	$ 1	$ 1	$ 2	$ 2

Commitments and Contingencies (Details)																					1 Months Ended		3 Months Ended				6 Months Ended		12 Months Ended
Commitments and Contingencies (Details)	Mar. 01, 2017 USD ($)	Sep. 12, 2016 USD ($) plaintiff	Aug. 05, 2016 USD ($) plaintiff	Mar. 31, 2016 USD ($)	Jul. 21, 2015	Jul. 15, 2015	Aug. 01, 2014 USD ($)	Jan. 10, 2014 plaintiff	Oct. 01, 2013 USD ($)	Aug. 06, 2013 plaintiff	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 ($)	Mar. 23, 2016 complaint shareholder shares	Dec. 10, 2015 plaintiff	Jun. 30, 2017 USD ($)	Jun. 30, 2016 USD ($)	Mar. 31, 2016 USD ($)	Dec. 31, 2015 USD ($)	Jun. 30, 2017 USD ($) lawsuit	Jun. 30, 2016 USD ($)	Dec. 31, 2015 USD ($)	Jul. 01, 2017 USD ($)	May 09, 2016 complaint	Mar. 25, 2014 action
Loss Contingencies [Line Items]
Provision for litigation losses																							$ 0	$ 0			$ 0	$ 50,000,000
Aviation broking revenue (less than)																							$ 100,000,000				$ 100,000,000
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
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]
Number of plaintiffs \| plaintiff																		97
Damages sought (in excess of)																		$ 300,000,000
Pending Litigation \| Casanova, et al. v. Willis of Colorado, Inc., et al.
Loss Contingencies [Line Items]
Number of plaintiffs \| plaintiff																	7
Damages sought (in excess of)																	$ 5,000,000
Pending Litigation \| Rishmague, et ano. v. Winter, et al.
Loss Contingencies [Line Items]
Number of plaintiffs \| plaintiff																2
Damages sought (in excess of)																$ 37,000,000
Pending Litigation \| MacArthur v. Winter, et al.
Loss Contingencies [Line Items]
Number of plaintiffs \| plaintiff															2
Damages sought (in excess of)															$ 4,000,000
Pending Litigation \| Stanford Financial Group, Florida Suits
Loss Contingencies [Line Items]
Number of complaints filed \| lawsuit														5
Number of cases removed \| lawsuit													5
Number of cases moved to stay \| lawsuit												4
Number of cases transferred \| lawsuit											5
Period that case is stayed											7 days
Pending Litigation \| Barbar, et al. v. Willis Group Holdings Public Limited Company, et al.
Loss Contingencies [Line Items]
Number of plaintiffs \| plaintiff														35
Damages sought (in excess of)														$ 30,000,000
Pending Litigation \| de Gadala-Maria, et al. v. Willis Group Holdings Public Limited Company, et al.
Loss Contingencies [Line Items]
Number of plaintiffs \| plaintiff														64
Damages sought (in excess of)														$ 83,500,000
Pending Litigation \| Ranni, et ano. v. Willis Group Holdings Public Limited Company, et al.
Loss Contingencies [Line Items]
Number of plaintiffs \| plaintiff														2
Damages sought (in excess of)														$ 3,000,000
Pending Litigation \| Tisminesky, et al. v. Willis Group Holdings Public Limited Company, et al.
Loss Contingencies [Line Items]
Number of plaintiffs \| plaintiff														11
Damages sought (in excess of)														$ 6,500,000
Period to replead dismissed claim					21 days
Pending Litigation \| Zacarias, et al. v. Willis Group Holdings Public Limited Company, et al.
Loss Contingencies [Line Items]
Number of plaintiffs \| plaintiff														10
Damages sought (in excess of)														$ 12,500,000
Period to replead dismissed claim						21 days
Pending Litigation \| Martin v. Willis of Colorado, Inc., et. al. [Member]
Loss Contingencies [Line Items]
Number of plaintiffs \| plaintiff		5	1
Damages sought (in excess of)		$ 1,000,000	$ 100,000
Pending Litigation \| Abel, et al. v. Willis of Colorado, Inc., et al [Member]
Loss Contingencies [Line Items]
Number of plaintiffs \| plaintiff		300
Damages sought (in excess of)		$ 135,000,000
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 \| Towers Watson Merger, Demand for Appraisal
Loss Contingencies [Line Items]
Number of plaintiffs																					3	10
Percentage of stock owned by plaintiffs																						2.40%
Number of complaints filed \| complaint																					3
Number of shares owned by plaintiffs \| shares																					1,354,338
Number of actions consolidated \| complaint																															3
Settled Litigation \| Stanford Financial Group
Loss Contingencies [Line Items]
Provision for litigation losses																										$ 70,000,000
Settled Litigation \| Troice and Janvey Cases
Loss Contingencies [Line Items]
Provision for litigation losses																									$ 50,000,000
Settlement amount against the Company				$ 120,000,000
Settled Litigation \| Troice, et al. v. Willis of Colorado, Inc., et al.
Loss Contingencies [Line Items]
Number of actions consolidated \| action																																2
Damages sought (in excess of)																				$ 1,000,000,000
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 \| Elma Sanchez, et al.
Loss Contingencies [Line Items]
Number of plaintiffs \| plaintiff								3		3
Damages paid	$ 9,750,000
Premium rate increase										85.00%
Settled Litigation \| Meriter
Loss Contingencies [Line Items]
Damages paid																													$ 82,000,000
Subsequent Event \| Pending Litigation \| City of Houston
Loss Contingencies [Line Items]
Estimated damages incurred (through July 1, 2017)																														$ 430,000,000
Estimated future damages incurred (as of July 1, 2017)																														$ 400,000,000

Supplementary Information for Certain Balance Sheet Accounts - Accounts Receivable, Net (Details) - USD ($) $ in Millions	Jun. 30, 2017	Dec. 31, 2016
Accounts, Notes, Loans and Financing Receivable [Line Items]
Accounts receivable, net	$ 2,288	$ 2,080
Billed, net of allowance for doubtful debts of $48 million and $40 million
Accounts, Notes, Loans and Financing Receivable [Line Items]
Accounts receivable, net	1,936	1,789
Allowance for doubtful debts	48	40
Accrued and unbilled, at estimated net realizable value
Accounts, Notes, Loans and Financing Receivable [Line Items]
Accounts receivable, net	$ 352	$ 291

Supplementary Information for Certain Balance Sheet Accounts - Other Current Liabilities (Details) - USD ($) $ in Millions	Jun. 30, 2017	Dec. 31, 2016
Deferred Costs, Capitalized, Prepaid, and Other Assets Disclosure [Abstract]
Accounts payable, accrued liabilities and deferred income	$ 703	$ 652
Discretionary compensation	157	283
Other accrued incentives	250	371
Accrued vacation	116	66
Other employee-related liabilities	85	109
Total deferred revenue and accrued expenses	$ 1,311	$ 1,481

Supplementary Information for Certain Balance Sheet Accounts - Provision for Liabilities (Details) - USD ($) $ in Millions	Jun. 30, 2017	Dec. 31, 2016
Deferred Costs, Capitalized, Prepaid, and Other Assets Disclosure [Abstract]
Claims, lawsuits and other proceedings	$ 475	$ 456
Other provisions	162	119
Total provision for liabilities	$ 637	$ 575

Supplementary Information for Certain Balance Sheet Accounts - Other Noncurrent Liabilities (Details) - USD ($) $ in Millions	Jun. 30, 2017	Dec. 31, 2016
Deferred Costs, Capitalized, Prepaid, and Other Assets Disclosure [Abstract]
Incentives from lessors	$ 132	$ 133
Deferred compensation plan liability	124	111
Contingent and deferred consideration on acquisitions	43	89
Derivatives	15	51
Other non-current liabilities	159	148
Total other non-current liabilities	$ 473	$ 532

Accumulated Other Comprehensive Income/(Loss) - Schedule of Accumulated Other Comprehensive Income (Loss) (Details) - USD ($) $ in Millions	3 Months Ended		6 Months Ended
	Jun. 30, 2017	Jun. 30, 2016	Jun. 30, 2017	Jun. 30, 2016
AOCI Attributable to Parent, Net of Tax [Roll Forward]
Equity, beginning balance			$ 10,183	$ 2,360
Equity, ending balance	$ 10,387	$ 11,188	10,387	11,188
Loss/(income) reclassified from accumulated other comprehensive loss (net of income tax of $13 and $4, respectively)	7	1	13	4
Foreign currency translation
AOCI Attributable to Parent, Net of Tax [Roll Forward]
Equity, beginning balance	(724)	(310)	(650)	(314)
Other comprehensive income/(loss) before reclassifications	77	(88)	3	(84)
Amounts reclassified from accumulated other comprehensive income/(loss) (net of income tax)	0	0	0	0
Net current-period other comprehensive income/(loss)	77	(88)	3	(84)
Equity, ending balance	(647)	(398)	(647)	(398)
Gains and losses on cash flow hedges
AOCI Attributable to Parent, Net of Tax [Roll Forward]
Equity, beginning balance	(62)	(32)	(82)	(10)
Other comprehensive income/(loss) before reclassifications	8	(36)	9	(55)
Amounts reclassified from accumulated other comprehensive income/(loss) (net of income tax)	15	(5)	34	(8)
Net current-period other comprehensive income/(loss)	23	(41)	43	(63)
Equity, ending balance	(39)	(73)	(39)	(73)
Defined pension and post-retirement benefit costs
AOCI Attributable to Parent, Net of Tax [Roll Forward]
Equity, beginning balance	(1,122)	(711)	(1,152)	(713)
Other comprehensive income/(loss) before reclassifications	24	(14)	44	(20)
Amounts reclassified from accumulated other comprehensive income/(loss) (net of income tax)	8	15	18	23
Net current-period other comprehensive income/(loss)	32	1	62	3
Equity, ending balance	(1,090)	(710)	(1,090)	(710)
Total
AOCI Attributable to Parent, Net of Tax [Roll Forward]
Equity, beginning balance	(1,908)	(1,053)	(1,884)	(1,037)
Other comprehensive income/(loss) before reclassifications	109	(138)	56	(159)
Amounts reclassified from accumulated other comprehensive income/(loss) (net of income tax)	23	10	52	15
Net current-period other comprehensive income/(loss)	132	(128)	108	(144)
Equity, ending balance	$ (1,776)	$ (1,181)	$ (1,776)	$ (1,181)

Earnings Per Share - Narrative (Details) - USD ($) $ / shares in Units, shares in Millions, $ in Millions	3 Months Ended		6 Months Ended
	Jun. 30, 2017	Jun. 30, 2016	Jun. 30, 2017	Jun. 30, 2016
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Net income attributable to Willis Towers Watson	$ 33	$ 72	$ 377	$ 310
Basic average number of shares outstanding (shares)	136.0	139.0	136.0	137.0
Dilutive effect of potentially issuable shares (shares)	1.0	1.0	1.0	1.0
Diluted average number of shares outstanding (shares)	137.0	140.0	137.0	138.0
Basic earnings per share (usd per share)	$ 0.24	$ 0.52	$ 2.77	$ 2.26
Dilutive effect of potentially issuable shares (usd per share)	0.00	(0.01)	(0.02)	(0.01)
Diluted earnings per share (usd per share)	$ 0.24	$ 0.51	$ 2.75	$ 2.25
Time-based share options
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Antidilutive securities excluded from computation of earnings per share		0.1		0.5
Time-based share options
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Stock options outstanding	0.9	1.9	0.9	1.9
Performance-based
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Stock options outstanding	1.0	1.2	1.0	1.2
Restricted share units outstanding	0.6	0.4	0.6	0.4
Restricted share units
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Restricted share units outstanding	0.5	1.0	0.5	1.0

Earnings Per Share - Basic and Diluted Earnings Per Share (Details) - USD ($) $ / shares in Units, shares in Millions, $ in Millions	3 Months Ended		6 Months Ended
	Jun. 30, 2017	Jun. 30, 2016	Jun. 30, 2017	Jun. 30, 2016
Earnings Per Share [Abstract]
Net income attributable to Willis Towers Watson	$ 33	$ 72	$ 377	$ 310
Basic average number of shares outstanding (shares)	136	139	136	137
Dilutive effect of potentially issuable shares (shares)	1	1	1	1
Diluted average number of shares outstanding (shares)	137	140	137	138
Basic earnings per share (usd per share)	$ 0.24	$ 0.52	$ 2.77	$ 2.26
Dilutive effect of potentially issuable shares (usd per share)	0.00	(0.01)	(0.02)	(0.01)
Diluted earnings per share (usd per share)	$ 0.24	$ 0.51	$ 2.75	$ 2.25

Financial Information for Parent Guarantor, Other Guarantor Subsidiaries and Non-Guarantor Subsidiaries - Narrative (Details) - USD ($)	Jun. 30, 2017	May 16, 2017	Jul. 01, 2015	Sep. 29, 2009
Willis North America \| Senior Notes
Debt Instrument [Line Items]
Long-term debt			$ 837,000,000
Face amount of note		$ 650,000,000		$ 187,000,000
The Other Guarantors
Debt Instrument [Line Items]
Subsidiary, ownership percentage by parent	100.00%
6.200% senior notes due 2017 \| Willis North America \| Senior Notes
Debt Instrument [Line Items]
Long-term debt	$ 394,000,000

Financial Information for Parent Guarantor, Other Guarantor Subsidiaries and Non-Guarantor Subsidiaries - Unaudited Condensed Consolidated Statement of Comprehensive Income (Details) - USD ($) $ in Millions	3 Months Ended		6 Months Ended
	Jun. 30, 2017	Jun. 30, 2016	Jun. 30, 2017	Jun. 30, 2016
Revenues
Commissions and fees	$ 1,930	$ 1,894	$ 4,233	$ 4,113
Interest and other income	23	55	39	70
Total revenues	1,953	1,949	4,272	4,183
Costs of providing services
Salaries and benefits	1,148	1,201	2,339	2,397
Other operating expenses	391	373	792	804
Depreciation	51	44	97	87
Amortization	149	125	300	286
Restructuring costs	27	41	54	66
Integration expenses	63	29	103	81
Total costs of providing services	1,829	1,813	3,685	3,721
Income from operations	124	136	587	462
Income from Group undertakings	0	0	0	0
Expenses due to Group undertakings	0	0	0	0
Interest expense	46	47	92	93
Other expense/(income), net	30	(6)	50	12
INCOME FROM OPERATIONS BEFORE INCOME TAXES AND INTEREST IN EARNINGS OF ASSOCIATES	48	95	445	357
Provision for income taxes	8	19	54	37
INCOME FROM OPERATIONS BEFORE INTEREST IN EARNINGS OF ASSOCIATES	40	76	391	320
Interest in earnings of associates, net of tax	1	0	2	1
Equity account for subsidiaries	0	0	0	0
NET INCOME	41	76	393	321
Income attributable to non-controlling interests	(8)	(4)	(16)	(11)
NET INCOME ATTRIBUTABLE TO WILLIS TOWERS WATSON	33	72	377	310
Comprehensive income/(loss) before non-controlling interests	181	(62)	512	169
Comprehensive income attributable to non-controlling interest	(16)	6	(27)	(3)
Comprehensive income/(loss) attributable to Willis Towers Watson	165	(56)	485	166
Consolidating adjustments \| Parent Guarantor
Revenues
Commissions and fees	0	0	0	0
Interest and other income	0	0	0	0
Total revenues	0	0	0	0
Costs of providing services
Salaries and benefits	0	0	0	0
Other operating expenses	0	0	0	0
Depreciation	0	0	0	0
Amortization	0	0	0	0
Restructuring costs	0	0	0	0
Integration expenses	0	0	0	0
Total costs of providing services	0	0	0	0
Income from operations	0	0	0	0
Income from Group undertakings	194	222	453	427
Expenses due to Group undertakings	(194)	(222)	(453)	(427)
Interest expense	0	0	0	0
Other expense/(income), net	0	0	0	0
INCOME FROM OPERATIONS BEFORE INCOME TAXES AND INTEREST IN EARNINGS OF ASSOCIATES	0	0	0	0
Provision for income taxes	0	0	0	0
INCOME FROM OPERATIONS BEFORE INTEREST IN EARNINGS OF ASSOCIATES	0	0	0	0
Interest in earnings of associates, net of tax	0		0	0
Equity account for subsidiaries	(81)	(194)	(920)	(659)
NET INCOME	(81)	(194)	(920)	(659)
Income attributable to non-controlling interests	0	0	0	0
NET INCOME ATTRIBUTABLE TO WILLIS TOWERS WATSON	(81)	(194)	(920)	(659)
Comprehensive income/(loss) before non-controlling interests	(428)	98	(1,184)	(307)
Comprehensive income attributable to non-controlling interest	0	0	0	0
Comprehensive income/(loss) attributable to Willis Towers Watson	(428)	98	(1,184)	(307)
Willis Towers Watson \| Reportable Legal Entities
Revenues
Commissions and fees	0	0	0	0
Interest and other income	0	0	0	0
Total revenues	0	0	0	0
Costs of providing services
Salaries and benefits	1	1	2	1
Other operating expenses	1	2	2	3
Depreciation	0	0	0	0
Amortization	0	0	0	0
Restructuring costs	0	0	0	0
Integration expenses	0	(1)	0	0
Total costs of providing services	2	2	4	4
Income from operations	(2)	(2)	(4)	(4)
Income from Group undertakings	0	0	0	0
Expenses due to Group undertakings	0	0	0	0
Interest expense	8	6	15	17
Other expense/(income), net	0	0	0	1
INCOME FROM OPERATIONS BEFORE INCOME TAXES AND INTEREST IN EARNINGS OF ASSOCIATES	(10)	(8)	(19)	(22)
Provision for income taxes	(1)	0	(1)	0
INCOME FROM OPERATIONS BEFORE INTEREST IN EARNINGS OF ASSOCIATES	(9)	(8)	(18)	(22)
Interest in earnings of associates, net of tax	0		0	0
Equity account for subsidiaries	42	80	395	332
NET INCOME	33	72	377	310
Income attributable to non-controlling interests	0	0	0	0
NET INCOME ATTRIBUTABLE TO WILLIS TOWERS WATSON	33	72	377	310
Comprehensive income/(loss) before non-controlling interests	165	(56)	485	166
Comprehensive income attributable to non-controlling interest	0	0	0	0
Comprehensive income/(loss) attributable to Willis Towers Watson	165	(56)	485	166
The Other Guarantors \| Reportable Legal Entities
Revenues
Commissions and fees	0	0	0	0
Interest and other income	0	1	0	1
Total revenues	0	1	0	1
Costs of providing services
Salaries and benefits	0	1	0	1
Other operating expenses	37	22	44	57
Depreciation	2	1	3	2
Amortization	2	0	2	0
Restructuring costs	0	7	4	11
Integration expenses	29	0	30	12
Total costs of providing services	70	31	83	83
Income from operations	(70)	(30)	(83)	(82)
Income from Group undertakings	(138)	(120)	(266)	(241)
Expenses due to Group undertakings	0	26	39	40
Interest expense	26	26	50	43
Other expense/(income), net	0	(2)	0	(2)
INCOME FROM OPERATIONS BEFORE INCOME TAXES AND INTEREST IN EARNINGS OF ASSOCIATES	42	40	94	78
Provision for income taxes	5	(10)	9	(23)
INCOME FROM OPERATIONS BEFORE INTEREST IN EARNINGS OF ASSOCIATES	37	50	85	101
Interest in earnings of associates, net of tax	0		0	0
Equity account for subsidiaries	(11)	7	300	206
NET INCOME	26	57	385	307
Income attributable to non-controlling interests	0	0	0	0
NET INCOME ATTRIBUTABLE TO WILLIS TOWERS WATSON	26	57	385	307
Comprehensive income/(loss) before non-controlling interests	156	(70)	490	162
Comprehensive income attributable to non-controlling interest	0	0	0	0
Comprehensive income/(loss) attributable to Willis Towers Watson	156	(70)	490	162
The Issuer \| Reportable Legal Entities
Revenues
Commissions and fees	5	4	11	11
Interest and other income	0	0	0	0
Total revenues	5	4	11	11
Costs of providing services
Salaries and benefits	10	10	20	24
Other operating expenses	0	14	10	72
Depreciation	0	3	0	7
Amortization	0	0	0	0
Restructuring costs	(3)	7	0	16
Integration expenses	(1)	4	2	10
Total costs of providing services	6	38	32	129
Income from operations	(1)	(34)	(21)	(118)
Income from Group undertakings	(41)	(62)	(114)	(116)
Expenses due to Group undertakings	50	43	96	86
Interest expense	6	9	16	19
Other expense/(income), net	0	0	0	0
INCOME FROM OPERATIONS BEFORE INCOME TAXES AND INTEREST IN EARNINGS OF ASSOCIATES	(16)	(24)	(19)	(107)
Provision for income taxes	(1)	(3)	(3)	(31)
INCOME FROM OPERATIONS BEFORE INTEREST IN EARNINGS OF ASSOCIATES	(15)	(21)	(16)	(76)
Interest in earnings of associates, net of tax	0		0	0
Equity account for subsidiaries	50	107	225	121
NET INCOME	35	86	209	45
Income attributable to non-controlling interests	0	0	0	0
NET INCOME ATTRIBUTABLE TO WILLIS TOWERS WATSON	35	86	209	45
Comprehensive income/(loss) before non-controlling interests	136	27	283	(31)
Comprehensive income attributable to non-controlling interest	0	0	0	0
Comprehensive income/(loss) attributable to Willis Towers Watson	136	27	283	(31)
Other \| Reportable Legal Entities
Revenues
Commissions and fees	1,925	1,890	4,222	4,102
Interest and other income	23	54	39	69
Total revenues	1,948	1,944	4,261	4,171
Costs of providing services
Salaries and benefits	1,137	1,189	2,317	2,371
Other operating expenses	353	335	736	672
Depreciation	49	40	94	78
Amortization	147	125	298	286
Restructuring costs	30	27	50	39
Integration expenses	35	26	71	59
Total costs of providing services	1,751	1,742	3,566	3,505
Income from operations	197	202	695	666
Income from Group undertakings	(15)	(40)	(73)	(70)
Expenses due to Group undertakings	144	153	318	301
Interest expense	6	6	11	14
Other expense/(income), net	30	(4)	50	13
INCOME FROM OPERATIONS BEFORE INCOME TAXES AND INTEREST IN EARNINGS OF ASSOCIATES	32	87	389	408
Provision for income taxes	5	32	49	91
INCOME FROM OPERATIONS BEFORE INTEREST IN EARNINGS OF ASSOCIATES	27	55	340	317
Interest in earnings of associates, net of tax	1		2	1
Equity account for subsidiaries	0	0	0	0
NET INCOME	28	55	342	318
Income attributable to non-controlling interests	(8)	(4)	(16)	(11)
NET INCOME ATTRIBUTABLE TO WILLIS TOWERS WATSON	20	51	326	307
Comprehensive income/(loss) before non-controlling interests	152	(61)	438	179
Comprehensive income attributable to non-controlling interest	(16)	6	(27)	(3)
Comprehensive income/(loss) attributable to Willis Towers Watson	$ 136	$ (55)	$ 411	$ 176

Financial Information for Parent Guarantor, Other Guarantor Subsidiaries and Non-Guarantor Subsidiaries - Unaudited Condensed Consolidated Balance Sheet (Details) - USD ($)
$ in Millions

Jun. 30, 2017

Dec. 31, 2016

Jun. 30, 2016

Dec. 31, 2015

ASSETS

$ 852

$ 870

$ 949

$ 532

12,751

10,505

2,288

2,080

342

337

16,233

13,792

895

839

10,509

10,413

4,156

4,368

595

488

386

353

16,541

16,461

32,774

30,253

12,751

10,505

Short-term debt and current portion of long-term debt

1,311

1,481

508

882

876

15,029

13,370

4,097

3,357

1,271

1,321

823

864

637

575

473

532

7,301

6,649

22,330

20,019

^[1]

10,263

10,065

124

118

10,387

10,183

11,188

2,360

Consolidating adjustments | Parent Guarantor

32,774

30,253

ASSETS

(2)

(59)

(11,819)

(12,495)

(11,821)

(12,554)

(19,200)

(16,622)

(61)

(64)

(212)

(47)

(5,779)

(5,491)

(25,252)

(22,224)

(37,073)

(34,778)

Short-term debt and current portion of long-term debt

(92)

(49)

(2)

(11,819)

(12,495)

(11,911)

(12,546)

(201)

(149)

(14)

(5,779)

(5,491)

(5,994)

(5,654)

(17,905)

(18,200)

(19,168)

(16,578)

(19,168)

(16,578)

Willis Towers Watson | Reportable Legal Entities

(37,073)

(34,778)

ASSETS

6,283

7,229

6,284

7,229

4,562

3,409

4,562

3,409

10,846

10,638

Short-term debt and current portion of long-term debt

496

496

583

573

10,263

10,065

10,263

10,065

The Other Guarantors | Reportable Legal Entities

10,846

10,638

ASSETS

1,276

1,706

1,320

1,755

8,614

7,733

4,918

4,655

13,640

12,496

14,960

14,251

Short-term debt and current portion of long-term debt

7,370

8,323

7,439

8,454

2,643

2,506

2,658

2,554

10,097

11,008

4,863

3,243

4,863

3,243

The Issuer | Reportable Legal Entities

14,960

14,251

ASSETS

107

1,701

1,190

1,813

1,220

6,024

5,480

218

861

836

7,103

6,396

8,916

7,616

Short-term debt and current portion of long-term debt

394

124

2,207

2,075

2,384

2,519

830

186

120

519

518

1,487

839

3,871

3,358

5,045

4,258

5,045

4,258

Other | Reportable Legal Entities

8,916

7,616

ASSETS

845

870

$ 886

$ 527

12,751

10,505

2,283

2,073

199

324

2,559

2,370

18,637

16,142

859

805

10,509

10,413

4,156

4,368

595

488

369

310

16,488

16,384

35,125

32,526

12,751

10,505

Short-term debt and current portion of long-term debt

1,346

1,488

606

684

2,242

2,097

17,030

14,866

128

169

1,271

1,321

1,024

1,013

517

455

454

483

5,260

4,973

8,654

8,414

25,684

23,280

9,260

9,077

124

118

9,384

9,195

$ 35,125

$ 32,526

[1]

Financial Information for Parent Guarantor, Other Guarantor Subsidiaries and Non-Guarantor Subsidiaries - Unaudited Condensed Consolidated Statement of Cash Flows (Details) - USD ($) $ in Millions	3 Months Ended	6 Months Ended
	Jun. 30, 2017	Jun. 30, 2017	Jun. 30, 2016
Condensed Financial Statements, Captions [Line Items]
NET CASH FROM/(USED IN) OPERATING ACTIVITIES	$ 319	$ 319	$ 436
CASH FLOWS (USED IN)/FROM INVESTING ACTIVITIES
Additions to fixed assets and software for internal use	(119)	(119)	(92)
Capitalized software costs	(32)	(32)	(42)
Acquisitions of operations, net of cash acquired	(13)	(13)	419
Other, net	9	9	23
Proceeds from intercompany investing activities	0	0	0
Repayments of intercompany investing activities	0	0	0
Reduction in investment in subsidiaries	0	0	0
Additional investment in subsidiaries	0	0	0
Net cash from/(used in) investing activities	(155)	(155)	308
CASH FLOWS USED IN FINANCING ACTIVITIES
Net borrowings/(payments) on revolving credit facility	283	283	(393)
Senior notes issued	650	650	1,606
Proceeds from issuance of other debt	32	32	404
Debt issuance costs	(9)	(9)	(14)
Repayments of debt	(695)	(695)	(1,826)
Repurchase of shares	(296)	(296)	(38)
Proceeds from issuance of shares	37	37	28
Cash paid for employee taxes on withholding shares	(3)	(3)	(9)
Payments of deferred and contingent consideration related to acquisitions	(44)	(44)	0
Dividends paid	(137)	(137)	(67)
Acquisitions of and dividends paid to non-controlling interests	(14)	(14)	(15)
Proceeds from intercompany financing activities	0	0	0
Repayments of intercompany financing activities	0	0	0
Net cash provided by (used in) financing activities	(196)	(196)	(324)
(DECREASE)/INCREASE IN CASH AND CASH EQUIVALENTS	(32)	(32)	420
Effect of exchange rate changes on cash and cash equivalents	14	14	(3)
CASH AND CASH EQUIVALENTS, BEGINNING OF PERIOD		870	532
CASH AND CASH EQUIVALENTS, END OF PERIOD	852	852	949
Consolidating adjustments \| Parent Guarantor
Condensed Financial Statements, Captions [Line Items]
NET CASH FROM/(USED IN) OPERATING ACTIVITIES	(175)		(1)
CASH FLOWS (USED IN)/FROM INVESTING ACTIVITIES
Additions to fixed assets and software for internal use	0		0
Capitalized software costs	0		0
Acquisitions of operations, net of cash acquired	0		0
Other, net	0		0
Proceeds from intercompany investing activities	(1,517)
Repayments of intercompany investing activities	494		8,660
Reduction in investment in subsidiaries	(1,059)		(8,200)
Additional investment in subsidiaries	1,059		8,200
Net cash from/(used in) investing activities	(1,023)		8,660
CASH FLOWS USED IN FINANCING ACTIVITIES
Net borrowings/(payments) on revolving credit facility	0		0
Senior notes issued	0		0
Proceeds from issuance of other debt	0		0
Debt issuance costs	0		0
Repayments of debt	0		0
Repurchase of shares	0		0
Proceeds from issuance of shares	0		0
Cash paid for employee taxes on withholding shares	0		0
Payments of deferred and contingent consideration related to acquisitions	0
Dividends paid	175		1
Acquisitions of and dividends paid to non-controlling interests	0		0
Proceeds from intercompany financing activities	(494)		(8,660)
Repayments of intercompany financing activities	1,517
Net cash provided by (used in) financing activities	1,198		(8,659)
(DECREASE)/INCREASE IN CASH AND CASH EQUIVALENTS	0		0
Effect of exchange rate changes on cash and cash equivalents	0		0
CASH AND CASH EQUIVALENTS, BEGINNING OF PERIOD		0	0
CASH AND CASH EQUIVALENTS, END OF PERIOD	0	0	0
Willis Towers Watson \| Reportable Legal Entities
Condensed Financial Statements, Captions [Line Items]
NET CASH FROM/(USED IN) OPERATING ACTIVITIES	448	448	42
CASH FLOWS (USED IN)/FROM INVESTING ACTIVITIES
Additions to fixed assets and software for internal use	0	0	0
Capitalized software costs	0	0	0
Acquisitions of operations, net of cash acquired	0	0	0
Other, net	0	0	0
Proceeds from intercompany investing activities	1,008	1,008	0
Repayments of intercompany investing activities	(60)	(60)	(4,268)
Reduction in investment in subsidiaries	0	0	4,600
Additional investment in subsidiaries	(1,000)	(1,000)	0
Net cash from/(used in) investing activities	(52)	(52)	332
CASH FLOWS USED IN FINANCING ACTIVITIES
Net borrowings/(payments) on revolving credit facility	0	0	0
Senior notes issued	0	0	0
Proceeds from issuance of other debt	0	0	0
Debt issuance costs	0	0	0
Repayments of debt	0	0	(300)
Repurchase of shares	(296)	(296)	(38)
Proceeds from issuance of shares	37	37	28
Cash paid for employee taxes on withholding shares	0	0	0
Payments of deferred and contingent consideration related to acquisitions	0	0
Dividends paid	(137)	(137)	(67)
Acquisitions of and dividends paid to non-controlling interests	0	0	0
Proceeds from intercompany financing activities	0	0	0
Repayments of intercompany financing activities	0	0	0
Net cash provided by (used in) financing activities	(396)	(396)	(377)
(DECREASE)/INCREASE IN CASH AND CASH EQUIVALENTS	0	0	(3)
Effect of exchange rate changes on cash and cash equivalents	0	0	0
CASH AND CASH EQUIVALENTS, BEGINNING OF PERIOD		0	3
CASH AND CASH EQUIVALENTS, END OF PERIOD	0	0	0
The Other Guarantors \| Reportable Legal Entities
Condensed Financial Statements, Captions [Line Items]
NET CASH FROM/(USED IN) OPERATING ACTIVITIES	123		(418)
CASH FLOWS (USED IN)/FROM INVESTING ACTIVITIES
Additions to fixed assets and software for internal use	(5)		(9)
Capitalized software costs	0		0
Acquisitions of operations, net of cash acquired	0		0
Other, net	0		0
Proceeds from intercompany investing activities	284
Repayments of intercompany investing activities	(400)		(3,696)
Reduction in investment in subsidiaries	1,000		3,600
Additional investment in subsidiaries	(59)		(4,600)
Net cash from/(used in) investing activities	820		(4,705)
CASH FLOWS USED IN FINANCING ACTIVITIES
Net borrowings/(payments) on revolving credit facility	283		(393)
Senior notes issued	0		1,606
Proceeds from issuance of other debt	0		400
Debt issuance costs	(4)		(14)
Repayments of debt	(215)		(1,026)
Repurchase of shares	0		0
Proceeds from issuance of shares	0		0
Cash paid for employee taxes on withholding shares	0		0
Payments of deferred and contingent consideration related to acquisitions	0
Dividends paid	0		0
Acquisitions of and dividends paid to non-controlling interests	0		0
Proceeds from intercompany financing activities	32		4,611
Repayments of intercompany financing activities	(1,032)
Net cash provided by (used in) financing activities	(936)		5,184
(DECREASE)/INCREASE IN CASH AND CASH EQUIVALENTS	7		61
Effect of exchange rate changes on cash and cash equivalents	0		0
CASH AND CASH EQUIVALENTS, BEGINNING OF PERIOD		0	2
CASH AND CASH EQUIVALENTS, END OF PERIOD	7	7	63
The Issuer \| Reportable Legal Entities
Condensed Financial Statements, Captions [Line Items]
NET CASH FROM/(USED IN) OPERATING ACTIVITIES	39		(187)
CASH FLOWS (USED IN)/FROM INVESTING ACTIVITIES
Additions to fixed assets and software for internal use	0		(5)
Capitalized software costs	0		0
Acquisitions of operations, net of cash acquired	0		0
Other, net	0		0
Proceeds from intercompany investing activities	10
Repayments of intercompany investing activities	(3)		0
Reduction in investment in subsidiaries	0		0
Additional investment in subsidiaries	0		0
Net cash from/(used in) investing activities	7		(5)
CASH FLOWS USED IN FINANCING ACTIVITIES
Net borrowings/(payments) on revolving credit facility	0		0
Senior notes issued	650		0
Proceeds from issuance of other debt	0		0
Debt issuance costs	(5)		0
Repayments of debt	(399)		0
Repurchase of shares	0		0
Proceeds from issuance of shares	0		0
Cash paid for employee taxes on withholding shares	0		0
Payments of deferred and contingent consideration related to acquisitions	0
Dividends paid	(59)		0
Acquisitions of and dividends paid to non-controlling interests	0		0
Proceeds from intercompany financing activities	0		192
Repayments of intercompany financing activities	(233)
Net cash provided by (used in) financing activities	(46)		192
(DECREASE)/INCREASE IN CASH AND CASH EQUIVALENTS	0		0
Effect of exchange rate changes on cash and cash equivalents	0		0
CASH AND CASH EQUIVALENTS, BEGINNING OF PERIOD		0	0
CASH AND CASH EQUIVALENTS, END OF PERIOD	0	0	0
Other \| Reportable Legal Entities
Condensed Financial Statements, Captions [Line Items]
NET CASH FROM/(USED IN) OPERATING ACTIVITIES	(116)		1,000
CASH FLOWS (USED IN)/FROM INVESTING ACTIVITIES
Additions to fixed assets and software for internal use	(114)		(78)
Capitalized software costs	(32)		(42)
Acquisitions of operations, net of cash acquired	(13)		419
Other, net	9		23
Proceeds from intercompany investing activities	215
Repayments of intercompany investing activities	(31)		(696)
Reduction in investment in subsidiaries	59		0
Additional investment in subsidiaries	0		(3,600)
Net cash from/(used in) investing activities	93		(3,974)
CASH FLOWS USED IN FINANCING ACTIVITIES
Net borrowings/(payments) on revolving credit facility	0		0
Senior notes issued	0		0
Proceeds from issuance of other debt	32		4
Debt issuance costs	0		0
Repayments of debt	(81)		(500)
Repurchase of shares	0		0
Proceeds from issuance of shares	0		0
Cash paid for employee taxes on withholding shares	(3)		(9)
Payments of deferred and contingent consideration related to acquisitions	(44)
Dividends paid	(116)		(1)
Acquisitions of and dividends paid to non-controlling interests	(14)		(15)
Proceeds from intercompany financing activities	462		3,857
Repayments of intercompany financing activities	(252)
Net cash provided by (used in) financing activities	(16)		3,336
(DECREASE)/INCREASE IN CASH AND CASH EQUIVALENTS	(39)		362
Effect of exchange rate changes on cash and cash equivalents	14		(3)
CASH AND CASH EQUIVALENTS, BEGINNING OF PERIOD		870	527
CASH AND CASH EQUIVALENTS, END OF PERIOD	$ 845	$ 845	$ 886

Financial Information for Parent Issuer, Guarantor Subsidiaries and Non-Guarantor Subsidiaries - Narrative (Details) - USD ($)	Mar. 15, 2016	Jun. 30, 2017	Mar. 17, 2011
Senior Notes \| 5.750% senior notes due 2021
Debt Instrument [Line Items]
Face amount of note			$ 800,000,000
Repayments of debt	$ 300,000,000
Long-term debt	$ 500,000,000
The Guarantors
Debt Instrument [Line Items]
Subsidiary, ownership percentage by parent		100.00%

Financial Information for Parent Issuer, Guarantor Subsidiaries and Non-Guarantor Subsidiaries - Unaudited Condensed Consolidated Statement of Comprehensive Income (Details) - USD ($) $ in Millions	3 Months Ended		6 Months Ended
	Jun. 30, 2017	Jun. 30, 2016	Jun. 30, 2017	Jun. 30, 2016
Revenues
Commissions and fees	$ 1,930	$ 1,894	$ 4,233	$ 4,113
Interest and other income	23	55	39	70
Total revenues	1,953	1,949	4,272	4,183
Costs of providing services
Salaries and benefits	1,148	1,201	2,339	2,397
Other operating expenses	391	373	792	804
Depreciation	51	44	97	87
Amortization	149	125	300	286
Restructuring costs	27	41	54	66
Integration expenses	63	29	103	81
Total costs of providing services	1,829	1,813	3,685	3,721
Income from operations	124	136	587	462
Income from Group undertakings	0	0	0	0
Expenses due to Group undertakings	0	0	0	0
Interest expense	46	47	92	93
Other expense/(income), net	30	(6)	50	12
INCOME FROM OPERATIONS BEFORE INCOME TAXES AND INTEREST IN EARNINGS OF ASSOCIATES	48	95	445	357
Provision for income taxes	8	19	54	37
INCOME FROM OPERATIONS BEFORE INTEREST IN EARNINGS OF ASSOCIATES	40	76	391	320
Interest in earnings of associates, net of tax	1	0	2	1
Equity account for subsidiaries	0	0	0	0
NET INCOME	41	76	393	321
Income attributable to non-controlling interests	(8)	(4)	(16)	(11)
NET INCOME ATTRIBUTABLE TO WILLIS TOWERS WATSON	33	72	377	310
Comprehensive income/(loss) before non-controlling interests	181	(62)	512	169
Comprehensive income attributable to non-controlling interest	(16)	6	(27)	(3)
Comprehensive income/(loss) attributable to Willis Towers Watson	165	(56)	485	166
Consolidating adjustments \| Parent Issuer
Revenues
Commissions and fees	0	0	0	0
Interest and other income	0	0	0	0
Total revenues	0	0	0	0
Costs of providing services
Salaries and benefits	0	0	0	0
Other operating expenses	0	0	0	0
Depreciation	0	0	0	0
Amortization	0	0	0	0
Restructuring costs	0	0	0	0
Integration expenses	0	0	0	0
Total costs of providing services	0	0	0	0
Income from operations	0	0	0	0
Income from Group undertakings	164	195	396	372
Expenses due to Group undertakings	(164)	(195)	(396)	(372)
Interest expense	0	0	0	0
Other expense/(income), net	0	0	0	0
INCOME FROM OPERATIONS BEFORE INCOME TAXES AND INTEREST IN EARNINGS OF ASSOCIATES	0	0	0	0
Provision for income taxes	0	0	0	0
INCOME FROM OPERATIONS BEFORE INTEREST IN EARNINGS OF ASSOCIATES	0	0	0	0
Interest in earnings of associates, net of tax	0		0	0
Equity account for subsidiaries	(46)	(108)	(711)	(614)
NET INCOME	(46)	(108)	(711)	(614)
Income attributable to non-controlling interests	0	0	0	0
NET INCOME ATTRIBUTABLE TO WILLIS TOWERS WATSON	(46)	(108)	(711)	(614)
Comprehensive income/(loss) before non-controlling interests	(292)	126	(901)	(338)
Comprehensive income attributable to non-controlling interest	0	0	0	0
Comprehensive income/(loss) attributable to Willis Towers Watson	(292)	126	(901)	(338)
Willis Towers Watson — the Parent Issuer \| Reportable Legal Entities
Revenues
Commissions and fees	0	0	0	0
Interest and other income	0	0	0	0
Total revenues	0	0	0	0
Costs of providing services
Salaries and benefits	1	1	2	1
Other operating expenses	1	2	2	3
Depreciation	0	0	0	0
Amortization	0	0	0	0
Restructuring costs	0	0	0	0
Integration expenses	0	(1)	0	0
Total costs of providing services	2	2	4	4
Income from operations	(2)	(2)	(4)	(4)
Income from Group undertakings	0	0	0	0
Expenses due to Group undertakings	0	0	0	0
Interest expense	8	6	15	17
Other expense/(income), net	0	0	0	1
INCOME FROM OPERATIONS BEFORE INCOME TAXES AND INTEREST IN EARNINGS OF ASSOCIATES	(10)	(8)	(19)	(22)
Provision for income taxes	(1)	0	(1)	0
INCOME FROM OPERATIONS BEFORE INTEREST IN EARNINGS OF ASSOCIATES	(9)	(8)	(18)	(22)
Interest in earnings of associates, net of tax	0		0	0
Equity account for subsidiaries	42	80	395	332
NET INCOME	33	72	377	310
Income attributable to non-controlling interests	0	0	0	0
NET INCOME ATTRIBUTABLE TO WILLIS TOWERS WATSON	33	72	377	310
Comprehensive income/(loss) before non-controlling interests	165	(56)	485	166
Comprehensive income attributable to non-controlling interest	0	0	0	0
Comprehensive income/(loss) attributable to Willis Towers Watson	165	(56)	485	166
The Guarantors \| Reportable Legal Entities
Revenues
Commissions and fees	5	4	11	11
Interest and other income	0	1	0	1
Total revenues	5	5	11	12
Costs of providing services
Salaries and benefits	10	11	20	25
Other operating expenses	37	36	54	129
Depreciation	2	4	3	9
Amortization	2	0	2	0
Restructuring costs	(3)	14	4	27
Integration expenses	28	4	32	22
Total costs of providing services	76	69	115	212
Income from operations	(71)	(64)	(104)	(200)
Income from Group undertakings	(149)	(155)	(323)	(302)
Expenses due to Group undertakings	20	42	78	71
Interest expense	32	35	66	62
Other expense/(income), net	0	(2)	0	(2)
INCOME FROM OPERATIONS BEFORE INCOME TAXES AND INTEREST IN EARNINGS OF ASSOCIATES	26	16	75	(29)
Provision for income taxes	4	(13)	6	(54)
INCOME FROM OPERATIONS BEFORE INTEREST IN EARNINGS OF ASSOCIATES	22	29	69	25
Interest in earnings of associates, net of tax	0		0	0
Equity account for subsidiaries	4	28	316	282
NET INCOME	26	57	385	307
Income attributable to non-controlling interests	0	0	0	0
NET INCOME ATTRIBUTABLE TO WILLIS TOWERS WATSON	26	57	385	307
Comprehensive income/(loss) before non-controlling interests	156	(70)	490	162
Comprehensive income attributable to non-controlling interest	0	0	0	0
Comprehensive income/(loss) attributable to Willis Towers Watson	156	(70)	490	162
Other \| Reportable Legal Entities
Revenues
Commissions and fees	1,925	1,890	4,222	4,102
Interest and other income	23	54	39	69
Total revenues	1,948	1,944	4,261	4,171
Costs of providing services
Salaries and benefits	1,137	1,189	2,317	2,371
Other operating expenses	353	335	736	672
Depreciation	49	40	94	78
Amortization	147	125	298	286
Restructuring costs	30	27	50	39
Integration expenses	35	26	71	59
Total costs of providing services	1,751	1,742	3,566	3,505
Income from operations	197	202	695	666
Income from Group undertakings	(15)	(40)	(73)	(70)
Expenses due to Group undertakings	144	153	318	301
Interest expense	6	6	11	14
Other expense/(income), net	30	(4)	50	13
INCOME FROM OPERATIONS BEFORE INCOME TAXES AND INTEREST IN EARNINGS OF ASSOCIATES	32	87	389	408
Provision for income taxes	5	32	49	91
INCOME FROM OPERATIONS BEFORE INTEREST IN EARNINGS OF ASSOCIATES	27	55	340	317
Interest in earnings of associates, net of tax	1		2	1
Equity account for subsidiaries	0	0	0	0
NET INCOME	28	55	342	318
Income attributable to non-controlling interests	(8)	(4)	(16)	(11)
NET INCOME ATTRIBUTABLE TO WILLIS TOWERS WATSON	20	51	326	307
Comprehensive income/(loss) before non-controlling interests	152	(62)	438	179
Comprehensive income attributable to non-controlling interest	(16)	6	(27)	(3)
Comprehensive income/(loss) attributable to Willis Towers Watson	$ 136	$ (56)	$ 411	$ 176

Financial Information for Parent Issuer, Guarantor Subsidiaries and Non-Guarantor Subsidiaries - Unaudited Condensed Consolidated Balance Sheet (Details) - USD ($)
$ in Millions

Jun. 30, 2017

Dec. 31, 2016

Jun. 30, 2016

Dec. 31, 2015

ASSETS

$ 852

$ 870

$ 949

$ 532

12,751

10,505

2,288

2,080

342

337

16,233

13,792

895

839

10,509

10,413

4,156

4,368

595

488

386

353

16,541

16,461

32,774

30,253

12,751

10,505

Short-term debt and current portion of long-term debt

1,311

1,481

508

882

876

15,029

13,370

4,097

3,357

1,271

1,321

823

864

637

575

473

532

7,301

6,649

22,330

20,019

^[1]

10,263

10,065

124

118

10,387

10,183

11,188

2,360

Consolidating adjustments | Parent Issuer

32,774

30,253

ASSETS

(2)

(59)

(10,571)

(11,247)

(10,573)

(11,306)

(14,155)

(12,364)

(61)

(64)

(212)

(47)

(5,260)

(4,973)

(19,688)

(17,448)

(30,261)

(28,754)

Short-term debt and current portion of long-term debt

(92)

(49)

(2)

(10,571)

(11,247)

(10,663)

(11,298)

(201)

(149)

(14)

(5,260)

(4,973)

(5,475)

(5,136)

(16,138)

(16,434)

(14,123)

(12,320)

(14,123)

(12,320)

Willis Towers Watson — the Parent Issuer | Reportable Legal Entities

(30,261)

(28,754)

ASSETS

6,283

7,229

6,284

7,229

4,562

3,409

4,562

3,409

10,846

10,638

Short-term debt and current portion of long-term debt

496

496

583

573

10,263

10,065

10,263

10,065

The Guarantors | Reportable Legal Entities

10,846

10,638

ASSETS

144

1,729

1,648

1,885

1,727

9,593

8,955

229

5,260

4,973

15,179

14,116

17,064

15,843

Short-term debt and current portion of long-term debt

416

189

117

8,329

9,150

8,575

9,725

3,473

2,692

120

3,626

2,875

12,201

12,600

4,863

3,243

4,863

3,243

Other | Reportable Legal Entities

17,064

15,843

ASSETS

845

870

$ 886

$ 527

12,751

10,505

2,283

2,073

199

324

2,559

2,370

18,637

16,142

859

805

10,509

10,413

4,156

4,368

595

488

369

310

16,488

16,384

35,125

32,526

12,751

10,505

Short-term debt and current portion of long-term debt

1,346

1,488

606

684

2,242

2,097

17,030

14,866

128

169

1,271

1,321

1,024

1,013

517

455

454

483

5,260

4,973

8,654

8,414

25,684

23,280

9,260

9,077

124

118

9,384

9,195

$ 35,125

$ 32,526

[1]

Financial Information for Parent Issuer, Guarantor Subsidiaries and Non-Guarantor Subsidiaries - Unaudited Condensed Consolidated Statement of Cash Flows (Details) - USD ($) $ in Millions	3 Months Ended	6 Months Ended
	Jun. 30, 2017	Jun. 30, 2017	Jun. 30, 2016
Condensed Financial Statements, Captions [Line Items]
NET CASH FROM/(USED IN) OPERATING ACTIVITIES	$ 319	$ 319	$ 436
CASH FLOWS (USED IN)/FROM INVESTING ACTIVITIES
Additions to fixed assets and software for internal use	(119)	(119)	(92)
Capitalized software costs	(32)	(32)	(42)
Acquisitions of operations, net of cash acquired	(13)	(13)	419
Other, net	9	9	23
Proceeds from intercompany investing activities	0	0	0
Repayments of intercompany investing activities	0	0	0
Reduction in investment in subsidiaries	0	0	0
Additional investment in subsidiaries	0	0	0
Net cash from/(used in) investing activities	(155)	(155)	308
CASH FLOWS USED IN FINANCING ACTIVITIES
Net borrowings/(payments) on revolving credit facility	283	283	(393)
Senior notes issued	650	650	1,606
Proceeds from issuance of other debt	32	32	404
Debt issuance costs	(9)	(9)	(14)
Repayments of debt	(695)	(695)	(1,826)
Repurchase of shares	(296)	(296)	(38)
Proceeds from issuance of shares	37	37	28
Cash paid for employee taxes on withholding shares	(3)	(3)	(9)
Payments of deferred and contingent consideration related to acquisitions	(44)	(44)	0
Dividends paid	(137)	(137)	(67)
Acquisitions of and dividends paid to non-controlling interests	(14)	(14)	(15)
Proceeds from intercompany financing activities	0	0	0
Repayments of intercompany financing activities	0	0	0
Net cash provided by (used in) financing activities	(196)	(196)	(324)
(DECREASE)/INCREASE IN CASH AND CASH EQUIVALENTS	(32)	(32)	420
Effect of exchange rate changes on cash and cash equivalents	14	14	(3)
CASH AND CASH EQUIVALENTS, BEGINNING OF PERIOD		870	532
CASH AND CASH EQUIVALENTS, END OF PERIOD	852	852	949
Consolidating adjustments \| Parent Issuer
Condensed Financial Statements, Captions [Line Items]
NET CASH FROM/(USED IN) OPERATING ACTIVITIES	(116)		(1)
CASH FLOWS (USED IN)/FROM INVESTING ACTIVITIES
Additions to fixed assets and software for internal use	0		0
Capitalized software costs	0		0
Acquisitions of operations, net of cash acquired	0		0
Other, net	0		0
Proceeds from intercompany investing activities	(1,475)
Repayments of intercompany investing activities	494		8,660
Reduction in investment in subsidiaries	(1,059)		(8,200)
Additional investment in subsidiaries	1,059		8,200
Net cash from/(used in) investing activities	(981)		8,660
CASH FLOWS USED IN FINANCING ACTIVITIES
Net borrowings/(payments) on revolving credit facility	0		0
Senior notes issued	0		0
Proceeds from issuance of other debt	0		0
Debt issuance costs	0		0
Repayments of debt	0		0
Repurchase of shares	0		0
Proceeds from issuance of shares	0		0
Cash paid for employee taxes on withholding shares	0		0
Payments of deferred and contingent consideration related to acquisitions	0
Dividends paid	116		1
Acquisitions of and dividends paid to non-controlling interests	0		0
Proceeds from intercompany financing activities	(494)		(8,660)
Repayments of intercompany financing activities	1,475
Net cash provided by (used in) financing activities	1,097		(8,659)
(DECREASE)/INCREASE IN CASH AND CASH EQUIVALENTS	0		0
Effect of exchange rate changes on cash and cash equivalents	0		0
CASH AND CASH EQUIVALENTS, BEGINNING OF PERIOD		0	0
CASH AND CASH EQUIVALENTS, END OF PERIOD	0	0	0
Willis Towers Watson — the Parent Issuer \| Reportable Legal Entities
Condensed Financial Statements, Captions [Line Items]
NET CASH FROM/(USED IN) OPERATING ACTIVITIES	448	448	42
CASH FLOWS (USED IN)/FROM INVESTING ACTIVITIES
Additions to fixed assets and software for internal use	0	0	0
Capitalized software costs	0	0	0
Acquisitions of operations, net of cash acquired	0	0	0
Other, net	0	0	0
Proceeds from intercompany investing activities	1,008	1,008	0
Repayments of intercompany investing activities	(60)	(60)	(4,268)
Reduction in investment in subsidiaries	0	0	4,600
Additional investment in subsidiaries	(1,000)	(1,000)	0
Net cash from/(used in) investing activities	(52)	(52)	332
CASH FLOWS USED IN FINANCING ACTIVITIES
Net borrowings/(payments) on revolving credit facility	0	0	0
Senior notes issued	0	0	0
Proceeds from issuance of other debt	0	0	0
Debt issuance costs	0	0	0
Repayments of debt	0	0	(300)
Repurchase of shares	(296)	(296)	(38)
Proceeds from issuance of shares	37	37	28
Cash paid for employee taxes on withholding shares	0	0	0
Payments of deferred and contingent consideration related to acquisitions	0	0
Dividends paid	(137)	(137)	(67)
Acquisitions of and dividends paid to non-controlling interests	0	0	0
Proceeds from intercompany financing activities	0	0	0
Repayments of intercompany financing activities	0	0	0
Net cash provided by (used in) financing activities	(396)	(396)	(377)
(DECREASE)/INCREASE IN CASH AND CASH EQUIVALENTS	0	0	(3)
Effect of exchange rate changes on cash and cash equivalents	0	0	0
CASH AND CASH EQUIVALENTS, BEGINNING OF PERIOD		0	3
CASH AND CASH EQUIVALENTS, END OF PERIOD	0	0	0
The Guarantors \| Reportable Legal Entities
Condensed Financial Statements, Captions [Line Items]
NET CASH FROM/(USED IN) OPERATING ACTIVITIES	103		(605)
CASH FLOWS (USED IN)/FROM INVESTING ACTIVITIES
Additions to fixed assets and software for internal use	(5)		(14)
Capitalized software costs	0		0
Acquisitions of operations, net of cash acquired	0		0
Other, net	0		0
Proceeds from intercompany investing activities	252
Repayments of intercompany investing activities	(403)		(3,696)
Reduction in investment in subsidiaries	1,000		3,600
Additional investment in subsidiaries	(59)		(4,600)
Net cash from/(used in) investing activities	785		(4,710)
CASH FLOWS USED IN FINANCING ACTIVITIES
Net borrowings/(payments) on revolving credit facility	283		(393)
Senior notes issued	650		1,606
Proceeds from issuance of other debt	0		400
Debt issuance costs	(9)		(14)
Repayments of debt	(614)		(1,026)
Repurchase of shares	0		0
Proceeds from issuance of shares	0		0
Cash paid for employee taxes on withholding shares	0		0
Payments of deferred and contingent consideration related to acquisitions	0
Dividends paid	0		0
Acquisitions of and dividends paid to non-controlling interests	0		0
Proceeds from intercompany financing activities	32		4,803
Repayments of intercompany financing activities	(1,223)
Net cash provided by (used in) financing activities	(881)		5,376
(DECREASE)/INCREASE IN CASH AND CASH EQUIVALENTS	7		61
Effect of exchange rate changes on cash and cash equivalents	0		0
CASH AND CASH EQUIVALENTS, BEGINNING OF PERIOD		0	2
CASH AND CASH EQUIVALENTS, END OF PERIOD	7	7	63
Other \| Reportable Legal Entities
Condensed Financial Statements, Captions [Line Items]
NET CASH FROM/(USED IN) OPERATING ACTIVITIES	(116)		1,000
CASH FLOWS (USED IN)/FROM INVESTING ACTIVITIES
Additions to fixed assets and software for internal use	(114)		(78)
Capitalized software costs	(32)		(42)
Acquisitions of operations, net of cash acquired	(13)		419
Other, net	9		23
Proceeds from intercompany investing activities	215
Repayments of intercompany investing activities	(31)		(696)
Reduction in investment in subsidiaries	59		0
Additional investment in subsidiaries	0		(3,600)
Net cash from/(used in) investing activities	93		(3,974)
CASH FLOWS USED IN FINANCING ACTIVITIES
Net borrowings/(payments) on revolving credit facility	0		0
Senior notes issued	0		0
Proceeds from issuance of other debt	32		4
Debt issuance costs	0		0
Repayments of debt	(81)		(500)
Repurchase of shares	0		0
Proceeds from issuance of shares	0		0
Cash paid for employee taxes on withholding shares	(3)		(9)
Payments of deferred and contingent consideration related to acquisitions	(44)
Dividends paid	(116)		(1)
Acquisitions of and dividends paid to non-controlling interests	(14)		(15)
Proceeds from intercompany financing activities	462		3,857
Repayments of intercompany financing activities	(252)
Net cash provided by (used in) financing activities	(16)		3,336
(DECREASE)/INCREASE IN CASH AND CASH EQUIVALENTS	(39)		362
Effect of exchange rate changes on cash and cash equivalents	14		(3)
CASH AND CASH EQUIVALENTS, BEGINNING OF PERIOD		870	527
CASH AND CASH EQUIVALENTS, END OF PERIOD	$ 845	$ 845	$ 886

Financial Information for Issuer, Parent Guarantor, Other Guarantor Subsidiaries and Non-Guarantor Subsidiaries - Narrative (Details) € in Millions	Jun. 30, 2017 USD ($)	Mar. 07, 2017 USD ($)	Dec. 31, 2016 USD ($)	May 26, 2016 USD ($)	May 26, 2016 EUR (€)	Mar. 22, 2016 USD ($)	Aug. 15, 2013 USD ($)
Debt Instrument [Line Items]
Long-term debt	$ 4,097,000,000		$ 3,357,000,000
Line of Credit \| Revolving $1.25 billion credit facility \| Revolving Credit Facility
Debt Instrument [Line Items]
Long-term debt	523,000,000		$ 0
Maximum borrowing capacity	1,250,000,000.00	$ 1,250,000,000.00
Trinity Acquisition plc \| Senior Notes
Debt Instrument [Line Items]
Face amount of note	$ 2,134,000,000			$ 609,000,000	€ 540	$ 1,000,000,000.0	$ 525,000,000
The Other Guarantors
Debt Instrument [Line Items]
Subsidiary, ownership percentage by parent	100.00%

Financial Information for Issuer, Parent Guarantor, Other Guarantor Subsidiaries and Non-Guarantor Subsidiaries - Unaudited Condensed Consolidated Statement of Comprehensive Income (Details) - USD ($) $ in Millions	3 Months Ended		6 Months Ended
	Jun. 30, 2017	Jun. 30, 2016	Jun. 30, 2017	Jun. 30, 2016
Revenues
Commissions and fees	$ 1,930	$ 1,894	$ 4,233	$ 4,113
Interest and other income	23	55	39	70
Total revenues	1,953	1,949	4,272	4,183
Costs of providing services
Salaries and benefits	1,148	1,201	2,339	2,397
Other operating expenses	391	373	792	804
Depreciation	51	44	97	87
Amortization	149	125	300	286
Restructuring costs	27	41	54	66
Integration expenses	63	29	103	81
Total costs of providing services	1,829	1,813	3,685	3,721
Income from operations	124	136	587	462
Income from Group undertakings	0	0	0	0
Expenses due to Group undertakings	0	0	0	0
Interest expense	46	47	92	93
Other expense/(income), net	30	(6)	50	12
INCOME FROM OPERATIONS BEFORE INCOME TAXES AND INTEREST IN EARNINGS OF ASSOCIATES	48	95	445	357
Provision for income taxes	8	19	54	37
INCOME FROM OPERATIONS BEFORE INTEREST IN EARNINGS OF ASSOCIATES	40	76	391	320
Interest in earnings of associates, net of tax	1	0	2	1
Equity account for subsidiaries	0	0	0	0
NET INCOME	41	76	393	321
Income attributable to non-controlling interests	(8)	(4)	(16)	(11)
NET INCOME ATTRIBUTABLE TO WILLIS TOWERS WATSON	33	72	377	310
Comprehensive income/(loss) before non-controlling interests	181	(62)	512	169
Comprehensive income attributable to non-controlling interest	(16)	6	(27)	(3)
Comprehensive income/(loss) attributable to Willis Towers Watson	165	(56)	485	166
Consolidating adjustments \| Issuer
Revenues
Commissions and fees	0	0	0	0
Interest and other income	0	0	0	0
Total revenues	0	0	0	0
Costs of providing services
Salaries and benefits	0	0	0	0
Other operating expenses	0	0	0	0
Depreciation	0	0	0	0
Amortization	0	0	0	0
Restructuring costs	0	0	0	0
Integration expenses	0	0	0	0
Total costs of providing services	0	0	0	0
Income from operations	0	0	0	0
Income from Group undertakings	194	223	454	430
Expenses due to Group undertakings	(194)	(223)	(454)	(430)
Interest expense	0	0	0	0
Other expense/(income), net	0	0	0	0
INCOME FROM OPERATIONS BEFORE INCOME TAXES AND INTEREST IN EARNINGS OF ASSOCIATES	0	0	0	0
Provision for income taxes	0	0	0	0
INCOME FROM OPERATIONS BEFORE INTEREST IN EARNINGS OF ASSOCIATES	0	0	0	0
Interest in earnings of associates, net of tax	0		0	0
Equity account for subsidiaries	65	(47)	(943)	(732)
NET INCOME	65	(47)	(943)	(732)
Income attributable to non-controlling interests	0	0	0	0
NET INCOME ATTRIBUTABLE TO WILLIS TOWERS WATSON	65	(47)	(943)	(732)
Comprehensive income/(loss) before non-controlling interests	(307)	231	(1,235)	(394)
Comprehensive income attributable to non-controlling interest	0	0	0	0
Comprehensive income/(loss) attributable to Willis Towers Watson	(307)	231	(1,235)	(394)
Willis Towers Watson \| Reportable Legal Entities
Revenues
Commissions and fees	0	0	0	0
Interest and other income	0	0	0	0
Total revenues	0	0	0	0
Costs of providing services
Salaries and benefits	1	1	2	1
Other operating expenses	1	2	2	3
Depreciation	0	0	0	0
Amortization	0	0	0	0
Restructuring costs	0	0	0	0
Integration expenses	0	(1)	0	0
Total costs of providing services	2	2	4	4
Income from operations	(2)	(2)	(4)	(4)
Income from Group undertakings	0	0	0	0
Expenses due to Group undertakings	0	0	0	0
Interest expense	8	6	15	17
Other expense/(income), net	0	0	0	1
INCOME FROM OPERATIONS BEFORE INCOME TAXES AND INTEREST IN EARNINGS OF ASSOCIATES	(10)	(8)	(19)	(22)
Provision for income taxes	(1)	0	(1)	0
INCOME FROM OPERATIONS BEFORE INTEREST IN EARNINGS OF ASSOCIATES	(9)	(8)	(18)	(22)
Interest in earnings of associates, net of tax	0		0	0
Equity account for subsidiaries	42	80	395	332
NET INCOME	33	72	377	310
Income attributable to non-controlling interests	0	0	0	0
NET INCOME ATTRIBUTABLE TO WILLIS TOWERS WATSON	33	72	377	310
Comprehensive income/(loss) before non-controlling interests	165	(56)	485	166
Comprehensive income attributable to non-controlling interest	0	0	0	0
Comprehensive income/(loss) attributable to Willis Towers Watson	165	(56)	485	166
The Other Guarantors \| Reportable Legal Entities
Revenues
Commissions and fees	5	4	11	11
Interest and other income	0	1	0	1
Total revenues	5	5	11	12
Costs of providing services
Salaries and benefits	10	11	20	25
Other operating expenses	37	36	54	129
Depreciation	2	4	3	9
Amortization	2	0	2	0
Restructuring costs	(3)	14	4	27
Integration expenses	28	4	32	22
Total costs of providing services	76	69	115	212
Income from operations	(71)	(64)	(104)	(200)
Income from Group undertakings	(141)	(150)	(309)	(296)
Expenses due to Group undertakings	43	64	123	116
Interest expense	6	9	15	18
Other expense/(income), net	0	(2)	0	(2)
INCOME FROM OPERATIONS BEFORE INCOME TAXES AND INTEREST IN EARNINGS OF ASSOCIATES	21	15	67	(36)
Provision for income taxes	3	(13)	5	(55)
INCOME FROM OPERATIONS BEFORE INTEREST IN EARNINGS OF ASSOCIATES	18	28	62	19
Interest in earnings of associates, net of tax	0		0	0
Equity account for subsidiaries	8	29	323	288
NET INCOME	26	57	385	307
Income attributable to non-controlling interests	0	0	0	0
NET INCOME ATTRIBUTABLE TO WILLIS TOWERS WATSON	26	57	385	307
Comprehensive income/(loss) before non-controlling interests	156	(70)	490	162
Comprehensive income attributable to non-controlling interest	0	0	0	0
Comprehensive income/(loss) attributable to Willis Towers Watson	156	(70)	490	162
The Issuer \| Reportable Legal Entities
Revenues
Commissions and fees	0	0	0	0
Interest and other income	0	0	0	0
Total revenues	0	0	0	0
Costs of providing services
Salaries and benefits	0	0	0	0
Other operating expenses	0	0	0	0
Depreciation	0	0	0	0
Amortization	0	0	0	0
Restructuring costs	0	0	0	0
Integration expenses	0	0	0	0
Total costs of providing services	0	0	0	0
Income from operations	0	0	0	0
Income from Group undertakings	(38)	(33)	(72)	(64)
Expenses due to Group undertakings	7	6	13	13
Interest expense	26	26	51	44
Other expense/(income), net	0	0	0	0
INCOME FROM OPERATIONS BEFORE INCOME TAXES AND INTEREST IN EARNINGS OF ASSOCIATES	5	1	8	7
Provision for income taxes	1	0	1	1
INCOME FROM OPERATIONS BEFORE INTEREST IN EARNINGS OF ASSOCIATES	4	1	7	6
Interest in earnings of associates, net of tax	0		0	0
Equity account for subsidiaries	(115)	(62)	225	112
NET INCOME	(111)	(61)	232	118
Income attributable to non-controlling interests	0	0	0	0
NET INCOME ATTRIBUTABLE TO WILLIS TOWERS WATSON	(111)	(61)	232	118
Comprehensive income/(loss) before non-controlling interests	15	(105)	334	56
Comprehensive income attributable to non-controlling interest	0	0	0	0
Comprehensive income/(loss) attributable to Willis Towers Watson	15	(105)	334	56
Other \| Reportable Legal Entities
Revenues
Commissions and fees	1,925	1,890	4,222	4,102
Interest and other income	23	54	39	69
Total revenues	1,948	1,944	4,261	4,171
Costs of providing services
Salaries and benefits	1,137	1,189	2,317	2,371
Other operating expenses	353	335	736	672
Depreciation	49	40	94	78
Amortization	147	125	298	286
Restructuring costs	30	27	50	39
Integration expenses	35	26	71	59
Total costs of providing services	1,751	1,742	3,566	3,505
Income from operations	197	202	695	666
Income from Group undertakings	(15)	(40)	(73)	(70)
Expenses due to Group undertakings	144	153	318	301
Interest expense	6	6	11	14
Other expense/(income), net	30	(4)	50	13
INCOME FROM OPERATIONS BEFORE INCOME TAXES AND INTEREST IN EARNINGS OF ASSOCIATES	32	87	389	408
Provision for income taxes	5	32	49	91
INCOME FROM OPERATIONS BEFORE INTEREST IN EARNINGS OF ASSOCIATES	27	55	340	317
Interest in earnings of associates, net of tax	1		2	1
Equity account for subsidiaries	0	0	0	0
NET INCOME	28	55	342	318
Income attributable to non-controlling interests	(8)	(4)	(16)	(11)
NET INCOME ATTRIBUTABLE TO WILLIS TOWERS WATSON	20	51	326	307
Comprehensive income/(loss) before non-controlling interests	152	(62)	438	179
Comprehensive income attributable to non-controlling interest	(16)	6	(27)	(3)
Comprehensive income/(loss) attributable to Willis Towers Watson	$ 136	$ (56)	$ 411	$ 176

Financial Information for Issuer, Parent Guarantor, Other Guarantor Subsidiaries and Non-Guarantor Subsidiaries - Unaudited Condensed Consolidated Balance Sheet (Details) - USD ($)
$ in Millions

Jun. 30, 2017

Dec. 31, 2016

Jun. 30, 2016

Dec. 31, 2015

ASSETS

$ 852

$ 870

$ 949

$ 532

12,751

10,505

2,288

2,080

342

337

16,233

13,792

895

839

10,509

10,413

4,156

4,368

595

488

386

353

16,541

16,461

32,774

30,253

12,751

10,505

Short-term debt and current portion of long-term debt

1,311

1,481

508

882

876

15,029

13,370

4,097

3,357

1,271

1,321

823

864

637

575

473

532

7,301

6,649

22,330

20,019

^[1]

10,263

10,065

124

118

10,387

10,183

11,188

2,360

Consolidating adjustments | Issuer

32,774

30,253

ASSETS

(6)

(62)

(12,081)

(12,043)

(12,087)

(12,105)

(22,230)

(19,339)

(61)

(64)

(212)

(47)

(5,779)

(5,914)

(28,282)

(25,364)

(40,369)

(37,469)

Short-term debt and current portion of long-term debt

(92)

(49)

(4)

(5)

(12,081)

(12,043)

(12,177)

(12,097)

(201)

(149)

(14)

(5,779)

(5,914)

(5,994)

(6,077)

(18,171)

(18,174)

(22,198)

(19,295)

(22,198)

(19,295)

Willis Towers Watson | Reportable Legal Entities

(40,369)

(37,469)

ASSETS

6,283

7,229

6,284

7,229

4,562

3,409

4,562

3,409

10,846

10,638

Short-term debt and current portion of long-term debt

496

496

583

573

10,263

10,065

10,263

10,065

The Other Guarantors | Reportable Legal Entities

10,846

10,638

ASSETS

147

1,736

849

1,895

930

9,324

8,621

226

4,461

4,859

14,108

13,668

16,003

14,598

Short-term debt and current portion of long-term debt

394

165

9,416

9,946

9,638

10,468

830

186

120

519

518

1,502

887

11,140

11,355

4,863

3,243

4,863

3,243

The Issuer | Reportable Legal Entities

16,003

14,598

ASSETS

1,503

1,595

1,504

1,596

8,344

7,309

1,318

1,055

9,665

8,364

11,169

9,960

Short-term debt and current portion of long-term debt

423

451

2,643

2,506

423

2,643

2,929

3,094

2,985

8,075

6,975

8,075

6,975

Other | Reportable Legal Entities

11,169

9,960

ASSETS

845

870

$ 886

$ 527

12,751

10,505

2,283

2,073

199

324

2,559

2,370

18,637

16,142

859

805

10,509

10,413

4,156

4,368

595

488

369

310

16,488

16,384

35,125

32,526

12,751

10,505

Short-term debt and current portion of long-term debt

1,346

1,488

606

684

2,242

2,097

17,030

14,866

128

169

1,271

1,321

1,024

1,013

517

455

454

483

5,260

4,973

8,654

8,414

25,684

23,280

9,260

9,077

124

118

9,384

9,195