Net periodic benefit of defined benefit pension plans

368

408

Non-cash lease expense

107

(93)

(132)

Provision for doubtful receivables from clients

Benefit from deferred income taxes

(44)

(70)

Share-based compensation

Net loss on disposal of operations

Non-cash foreign exchange loss

Changes in operating assets and liabilities, net of effects from purchase of subsidiaries:

(11)

Accounts receivable

193

332

Fiduciary assets

(1,342)

(1,298)

Fiduciary liabilities

1,342

1,298

Other assets

(402)

(52)

Other liabilities

(296)

(340)

Provisions

Net cash from operating activities

620

716

CASH FLOWS USED IN INVESTING ACTIVITIES

Additions to fixed assets and software for internal use

(175)

(209)

(43)

(41)

(1,324)

(8)

(6)

CASH FLOWS FROM/(USED IN) FINANCING ACTIVITIES

(1,531)

(240)

Net payments on revolving credit facility

(41)

(654)

997

998

1,100

(13)

(8)

(825)

(170)

(147)

(401)

Payments of deferred and contingent consideration related to acquisitions

(47)

(50)

(14)

(30)

Acquisitions of and dividends paid to non-controlling interests

(245)

(228)

(22)

(20)

DECREASE IN CASH, CASH EQUIVALENTS AND RESTRICTED CASH

774

(542)

(137)

(66)

Effect of exchange rate changes on cash, cash equivalents and restricted cash

(22)

(33)

CASH, CASH EQUIVALENTS AND RESTRICTED CASH, END OF PERIOD

^[1]

1,033

^[2]

1,030

^[1]

$ 874

^[2]

$ 931

[1]

As a result of the acquired TRANZACT collateralized facility (see Note 9 — Debt), cash, cash equivalents and restricted cash at the end of the period included $7 million of restricted cash at September 30, 2019, which is included within prepaid and other current assets on our condensed consolidated balance sheet. There were no restricted cash amounts held at December 31, 2018 and 2017, and September 30, 2018.

[2]

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

Total

Shares outstanding [Member]

Ordinary shares and APIC [Member]

Retained earnings [Member]

Treasury shares [Member]

AOCL [Member]

^[1]

Total WTW shareholders' equity [Member]

Non-controlling interests [Member]

Redeemable noncontrolling interests [Member]

Equity, beginning balance at Dec. 31, 2017

$ 10,249

$ 10,538

$ 1,104

$ (3)

$ (1,513)

$ 10,126

$ 123

Equity, beginning balance (in shares) at Dec. 31, 2017

132,140

Temporary equity, beginning balance at Dec. 31, 2017

^[2]

$ 28

Adoption of New Pronouncement (Adoption of ASC 606 [Member]) at Dec. 31, 2017

317

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

221

215

221

(79)

Issuance of shares under employee stock compensation plans

Issue of shares under employee stock compensation plans (in shares)

277

Equity, ending balance at Mar. 31, 2018

(4)

10,802

10,548

1,557

(3)

(1,430)

10,672

130

Equity, ending balance (in shares) at Mar. 31, 2018

132,417

Temporary equity, ending balance at Mar. 31, 2018

^[2]

Equity, beginning balance at Dec. 31, 2017

10,249

10,538

1,104

(3)

(1,513)

10,126

123

Equity, beginning balance (in shares) at Dec. 31, 2017

132,140

Temporary equity, beginning balance at Dec. 31, 2017

^[2]

Adoption of New Pronouncement (Adoption of ASC 606 [Member]) at Dec. 31, 2017

317

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

Equity, ending balance at Sep. 30, 2018

332

10,163

10,577

1,102

(3)

(1,627)

10,049

114

Equity, ending balance (in shares) at Sep. 30, 2018

129,913

Temporary equity, ending balance at Sep. 30, 2018

^[2]

Equity, beginning balance at Mar. 31, 2018

10,802

10,548

1,557

(3)

(1,430)

10,672

130

Equity, beginning balance (in shares) at Mar. 31, 2018

132,417

Temporary equity, beginning balance at Mar. 31, 2018

^[2]

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

(269)

(1,768)

^[2]

Dividends attributable to non-controlling interests

(76)

(16)

Dividends attributable to non-controlling interests, redeemable

^[2]

(2)

Other comprehensive income/(loss), redeemable

(175)

^[2]

(1)

Issuance of shares under employee stock compensation plans

(176)

Issue of shares under employee stock compensation plans (in shares)

Equity, ending balance at Jun. 30, 2018

10,347

10,566

1,270

(3)

(1,605)

10,228

119

Equity, ending balance (in shares) at Jun. 30, 2018

130,730

Temporary equity, ending balance at Jun. 30, 2018

^[2]

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

(132)

(890)

^[2]

Dividends attributable to non-controlling interests

(80)

(6)

Dividends attributable to non-controlling interests, redeemable

^[2]

(1)

Issuance of shares under employee stock compensation plans

(22)

Issue of shares under employee stock compensation plans (in shares)

Equity, ending balance at Sep. 30, 2018

(3)

10,163

10,577

1,102

(3)

(1,627)

10,049

114

Equity, ending balance (in shares) at Sep. 30, 2018

129,913

Temporary equity, ending balance at Sep. 30, 2018

^[2]

Equity, beginning balance at Dec. 31, 2018

9,971

10,615

1,201

(3)

(1,961)

9,852

119

Equity, beginning balance (in shares) at Dec. 31, 2018

128,922

Temporary equity, beginning balance at Dec. 31, 2018

^[2]

Adoption of New Pronouncement (Accounting Standards Update 2018-02 [Member]) at Dec. 31, 2018

(36)

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

291

287

^[2]

293

(85)

(1)

Issuance of shares under employee stock compensation plans

Issue of shares under employee stock compensation plans (in shares)

289

Equity, ending balance at Mar. 31, 2019

(7)

10,214

10,630

1,439

(3)

(1,974)

10,092

122

Equity, ending balance (in shares) at Mar. 31, 2019

129,211

Temporary equity, ending balance at Mar. 31, 2019

^[2]

Equity, beginning balance at Dec. 31, 2018

9,971

10,615

1,201

(3)

(1,961)

9,852

119

Equity, beginning balance (in shares) at Dec. 31, 2018

128,922

Temporary equity, beginning balance at Dec. 31, 2018

^[2]

Adoption of New Pronouncement (Accounting Standards Update 2018-02 [Member]) at Dec. 31, 2018

(36)

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

Equity, ending balance at Sep. 30, 2019

522

10,001

10,667

1,336

(3)

(2,113)

9,887

114

Equity, ending balance (in shares) at Sep. 30, 2019

128,547

Temporary equity, ending balance at Sep. 30, 2019

^[2]

Equity, beginning balance at Mar. 31, 2019

10,214

10,630

1,439

(3)

(1,974)

10,092

122

Equity, beginning balance (in shares) at Mar. 31, 2019

129,211

Temporary equity, beginning balance at Mar. 31, 2019

^[2]

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

(51)

(280)

147

138

^[2]

149

Dividends attributable to non-controlling interests

(84)

(19)

Dividends attributable to non-controlling interests, redeemable

^[2]

(2)

(17)

(19)

Issuance of shares under employee stock compensation plans

(17)

Issue of shares under employee stock compensation plans (in shares)

Equity, ending balance at Jun. 30, 2019

(1)

10,204

10,644

1,442

(3)

(1,993)

10,090

114

Equity, ending balance (in shares) at Jun. 30, 2019

128,983

Temporary equity, ending balance at Jun. 30, 2019

^[2]

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

(96)

(492)

^[2]

Dividends attributable to non-controlling interests

(85)

(1)

Issuance of shares under employee stock compensation plans

(122)

(120)

(2)

Issue of shares under employee stock compensation plans (in shares)

Equity, ending balance at Sep. 30, 2019

$ 10,001

$ 10,667

$ 1,336

$ (3)

$ (2,113)

$ 9,887

$ 114

Equity, ending balance (in shares) at Sep. 30, 2019

128,547

Temporary equity, ending balance at Sep. 30, 2019

^[2]

$ 30

[1]	Accumulated other comprehensive loss, net of tax (‘AOCL’).
[2]	The non-controlling interest is related to Max Matthiessen Holding AB.

Nature of Operations

9 Months Ended

Sep. 30, 2019

Organization Consolidation And Presentation Of Financial Statements [Abstract]

Nature of Operations

Note 1 — Nature of Operations

Willis Towers Watson plc is a leading global advisory, broking and solutions company that helps clients around the world turn risk into a path for growth. The Company has more than 45,000 employees servicing clients in over 140 countries.

We design and deliver solutions that manage risk, optimize benefits, cultivate talent, and expand the power of capital to protect and strengthen institutions and individuals.

Our risk management services include strategic risk consulting (including providing actuarial analysis), a variety of due diligence services, the provision of practical on-site risk control services (such as health and safety and property loss control consulting), and analytical and advisory services (such as hazard modeling and reinsurance optimization studies). We also assist our clients with planning for addressing incidents or crises when they occur. These services include contingency planning, security audits and product tampering plans.

We help our clients enhance business performance by delivering consulting services, technology and solutions that optimize benefits and cultivate talent. Our services and solutions encompass such areas as employee benefits, total rewards, talent and benefits outsourcing. In addition, we provide investment advice to help our clients develop disciplined and efficient strategies to meet their investment goals and expand the power of capital.

As an insurance broker, we act as an intermediary between our clients and insurance carriers by advising on their risk management requirements, helping them to determine the best means of managing risk and negotiating and placing insurance with insurance carriers through our global distribution network.

We operate a private Medicare marketplace in the U.S. through which, along with our active employee marketplace, we help our clients move to a more sustainable economic model by capping and controlling the costs associated with healthcare benefits. Additionally, with the acquisition of TRANZACT in July 2019 (See Note 3 – Acquisitions), we also provide direct-to-consumer sales of Medicare coverage.

We are not an insurance company, and therefore we do not underwrite insurable risks for our own account. 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 Pronouncements

9 Months Ended

Sep. 30, 2019

Accounting Policies [Abstract]

Basis of Presentation and Recent Accounting Pronouncements

Note 2 — 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 SEC for quarterly reports on Form 10-Q and therefore do not include all of the information and footnotes required by U.S. GAAP. In the opinion of management, these condensed consolidated financial statements reflect all adjustments, consisting of normal recurring adjustments, which are necessary for a fair presentation of the condensed consolidated financial statements and results for the interim periods. The condensed consolidated financial statements include the results of operations of TRANZACT for the period from the date of acquisition through September 30, 2019 (see Note 3 — Acquisitions for further information). 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 February 27, 2019, and may be accessed via EDGAR on the SEC’s web site at www.sec.gov.

The results of operations for the three and nine months ended September 30, 2019 are not necessarily indicative of the results that can be expected for the entire year. The Company experiences seasonal fluctuations of its revenue. Revenue is typically higher during the Company’s first and fourth quarters due primarily to the timing of broking-related activities. The results reflect certain estimates and assumptions made by management, including those estimates used in calculating acquisition consideration and fair value of tangible and intangible assets and liabilities, professional liability claims, estimated bonuses, valuation of billed and unbilled receivables, and anticipated tax liabilities that affect the amounts reported in the condensed consolidated financial statements and related notes.

Recent Accounting Pronouncements

Not Yet Adopted

In January 2017, the FASB issued ASU No. 2017-04, Simplifying the Test for Goodwill Impairment, 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 would 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, at which time the Company will adopt it, although earlier adoption is permitted. The amendments in this ASU should be applied on a prospective basis. 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, 2018.

In August 2018, the FASB issued two ASU’s as part of its disclosure framework project. The focus of this project is to improve the effectiveness of disclosures in the notes to the financial statements by facilitating clear communication of the information required by U.S. GAAP that is most important to users of an entity’s financial statements. Both of these ASU’s remove certain disclosure requirements and add or modify other requirements. The two ASU’s are as follows:

•

ASU No. 2018-13, Disclosure Framework—Changes to the Disclosure Requirements for Fair Value Measurement – effective for the Company on January 1, 2020, although early adoption is permitted immediately. Additionally, companies are permitted to immediately adopt the removal or modifications of disclosures as provided in this ASU, and adopt the additional disclosures on the effective date of the ASU. Certain provisions of the ASU must be adopted retrospectively, while others must be adopted prospectively. The Company is still assessing when and how it will adopt this ASU, but does not expect there to be a material impact to the notes to the condensed consolidated financial statements.

•

ASU No. 2018-14, Disclosure Framework—Changes to the Disclosure Requirements for Defined Benefit Plans – this ASU will impact certain 10-K disclosures and will be effective for the Company for its 2020 Annual Report on Form 10-K. Early adoption is permitted and must be applied on a retrospective basis. The Company is still assessing when it will adopt this ASU, but does not expect there to be a material impact to the notes to the condensed consolidated financial statements.

In June 2016, the FASB issued ASU 2016-13, Financial Instruments—Credit Losses: Measurement of Credit Losses on Financial Instruments, which amends the guidance on the impairment of financial instruments. The ASU adds an impairment model (known as the current expected credit loss (‘CECL’) model) that is based on expected losses rather than incurred losses. Under the new guidance, an entity recognizes as an allowance its estimate of lifetime expected credit losses on assets measured at amortized cost, which is intended to result in more timely recognition of such losses. The ASU is also intended to reduce the complexity of U.S. GAAP by decreasing the number of credit impairment models that entities use to account for debt instruments. Further, the ASU makes targeted changes to the impairment model for available-for-sale debt securities. The ASU becomes effective for the Company on January 1, 2020. The Company is still assessing the impact of the CECL model, particularly to the accounting for longer-term accounts receivable and contract asset balances.

Adopted

In February 2016, the FASB issued ASU No. 2016-02, Leases (‘ASU No. 2016-02’), 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. Additional ASUs have since been issued which provide amended and additional guidance for the implementation of ASU No. 2016-02. All related guidance has been codified into, and is now known as, ASC 842, Leases (‘ASC 842’). ASC 842 became effective, and was adopted by the Company, on January 1, 2019. See below and Note 12 – Leases for a full description of the Company’s impact from adoption, adoption elections made and the newly-required disclosures.

In August 2017, the FASB issued ASU No. 2017-12, Derivatives and Hedging: Targeted Improvements to Accounting for Hedging Activities, which provides amendments under six specific objectives to better align risk management activities and financial reporting, and to simplify disclosure, presentation, hedging and the testing and measurement of ineffectiveness. The ASU became effective for, and was adopted by, the Company on January 1, 2019. This ASU did not have a material impact on our condensed consolidated financial statements.

In February 2018, the FASB issued ASU No. 2018-02, Income Statement - Reporting Comprehensive Income: Reclassification of Certain Tax Effects from Accumulated Other Comprehensive Income (‘ASU 2018-02’), which allows for a reclassification from accumulated other comprehensive income/(loss) to retained earnings for ‘stranded’ tax effects (those tax effects of items within accumulated other comprehensive income resulting from the historical corporate income tax rate reduction) resulting from U.S. Tax

Reform. The amendments within this ASU also require certain disclosures about stranded tax effects. The ASU became effective for, and was adopted by, the Company on January 1, 2019, at which time it recorded a reclassification between AOCL and retained earnings of $36 million. The reclassification of $36 million from AOCL includes the effect of the change in the U.S. federal corporate tax rate, however it does not include other income tax effects of U.S. Tax Reform. The stranded tax effect primarily relates to defined pension and post-retirement benefits. The Company’s policy is to use the portfolio approach for releasing disproportionate income tax effects from AOCL.

Changes to Accounting Policies

As a result of the adoption of ASC 842 on January 1, 2019, we have updated our accounting policies for leases. These policies govern the recognition and accounting for leases in tandem with the Company’s option to elect certain practical expedients offered by ASC 842. These policies are consistent with the modified retrospective approach guidance and with those practical expedients offered by ASC 842 that we have elected to apply.

Additionally and as a result of the acquisition of TRANZACT (see Note 3 – Acquisitions), we have updated our revenue recognition policies to include a description of the revenue accounting, estimates and judgments for our direct-to-consumer Medicare broking offering. Our revenue recognition policies related to our pre-existing Medicare broking offering have not changed as a result of the acquisition of TRANZACT due to the differing nature of those contractual arrangements.

Our lease and revenue recognition policies for 2018 and prior reporting periods are reflected in the notes to our annual consolidated financial statements as filed on February 27, 2019, in our Annual Report on Form 10-K.

Leases

As an advisory, broking and solutions company providing services to clients in more than 140 countries, we enter into lease agreements from time to time, primarily for the use of real estate for our office space. We determine if an arrangement is a lease at the inception of the contract, and the nature of our operations is such that it is generally clear whether an arrangement contains a lease and what underlying asset is being leased. The majority of the leases into which we enter are operating leases. Upon entering into leases, we obtain the right to control the use of an identified space for a lease term and recognize these right-of-use (‘ROU’) assets on our condensed consolidated balance sheets with corresponding lease liabilities reflecting our obligation to make the related lease payments. ROU assets are amortized over the term of the lease.

Our real estate leases are generally long-term in nature, with terms that typically range from 5 to 15 years. Our most significant lease supports our London market operations with a lease term through 2032. Our real estate leases often contain options to renew the lease, either through exercise of the option or through automatic renewal. Additionally, certain leases have options to cancel the lease with appropriate notice to the landlord prior to the end of the stated lease term. As we enter into new leases after the adoption of ASC 842, we will consider these options as we assess lease terms in our recognized ROU assets and lease liabilities. If we are reasonably certain to exercise an option to renew a lease, we include this period in our lease term. To the extent that we have the option to cancel a lease, we recognize our ROU assets and lease liabilities using the term that would result from using this earlier date. If a significant penalty is required to cancel the lease at an earlier date, we assess our lease term as ending at the point when no significant penalty would be due.

In addition to payments for previously-agreed base rent, many of our lease agreements are subject to variable and unknown future payments, typically in the form of common area maintenance charges (a non-lease component as defined by ASC 842) or real estate taxes. These variable payments are excluded from our lease liabilities and ROU assets, and instead are recognized as lease expense within other operating expenses on the condensed consolidated statement of comprehensive income as the amounts are incurred. To the extent that we have agreed to fixed charges for common area maintenance or other non-lease components, or our base rent increases by an index or rate (most commonly an inflation rate), these amounts are included in the measurement of our lease liabilities and ROU assets. We have elected the practical expedient under ASC 842 which allows the lease and non-lease components to be combined in our measurement of lease liabilities and ROU assets.

From time to time we may enter into subleases if we are unable to cancel or fully occupy a space and are able to find an appropriate subtenant. However, entering subleases is not a primary objective of our business operations and these arrangements represent an immaterial amount of cash flows.

Because the discount rates implicit in our leases are generally not readily determinable, we are required to use judgment in the determination of the incremental borrowing rates to calculate the present values of our future lease payments. Since the majority of our debt is publicly-traded, our real estate function is centralized, and our treasury function is centralized and generally prohibits our subsidiaries from borrowing externally, we have determined it appropriate to use the Company’s consolidated unsecured borrowing rate, and adjust for collateralization in accordance with ASC 842. Using the resulting interest rate curves from publicly-traded debt at this collateralized borrowing rate, we select the interest rate at lease inception by reference to the lease term and lease currency. Over 90% of our leases are denominated in U.S. dollars, Pounds sterling or Euros.

Our leases generally do not subject us to restrictive covenants and contain no residual value guarantees.

Revenue Recognition

In our direct-to-consumer Medicare broking offering, we have contractual arrangements with, and act as an agent on behalf of, insurance carriers that provide compensation in return for issued policies. Once an application is submitted to a carrier, our obligation is complete, and we have no ongoing fulfilment obligations. We receive compensation from carriers in the form of commissions, administrative fees and marketing fees in the first year, and depending on the type of policy issued, we may receive renewal commissions for up to 25 years, provided the policies are renewed for such periods of time.

Because our obligation to the carrier is complete upon application submission to the carrier, we recognize revenue at that date, which includes both compensation due to us in the first year as well as an estimate of the total renewal commissions that will be received over the lifetime of the policy. This variable consideration estimate requires significant judgment, and will vary based on product type, estimated commission rates, the expected lives of the respective policies and other factors. The Company has applied an actuarial model to account for these uncertainties, which is updated periodically based on actual experience. Actual results will differ from these estimates, and in accordance with ASC 606, Revenue From Contracts With Customers (‘ASC 606’), revenue has only been recorded such that no significant reversal is expected to occur in the future.

The timing of renewal commission payments is reflective of regulatory restrictions and insurance carriers’ protection for cancellations and varies based on policy holder decisions that are outside of the control of both the Company and the insurance carriers. As such, the estimate of these renewal commissions receivable has not been discounted to reflect a significant financing component.

Acquisitions

9 Months Ended

Sep. 30, 2019

Business Combinations [Abstract]

Acquisitions

Note 3 — Acquisitions

TRANZACT Acquisition

On July 30, 2019, the Company acquired TRANZACT, a U.S.-based provider of comprehensive, direct-to-consumer sales and marketing solutions for leading insurance carriers in the U.S. TRANZACT leverages digital, data and direct marketing solutions to deliver qualified leads, fully-provisioned sales and robust customer management systems to brands seeking to acquire and manage large numbers of consumers. Pursuant to the terms of the acquisition agreement, subject to certain adjustments, the consideration consisted of $1.3 billion paid in cash at closing. Additional contingent consideration in the form of a potential earn-out of up to $17 million is to be paid in cash in 2021 based on the achievement of certain financial targets. The acquisition was initially funded in part with a $1.1 billion one-year term loan (see Note 9 — Debt for a description of the term loan and the partial repayment), with the remainder being funded from the Company’s existing revolving credit facility. TRANZACT operates as part of our Benefits Delivery and Administration segment and enhances the Company’s existing Medicare broking offering, while also adding significant direct-to-consumer marketing experience.

A summary of the preliminary fair values of the identifiable assets acquired, and liabilities assumed, of TRANZACT at July 30, 2019 are summarized in the following table.

Cash and cash equivalents	$	7
Restricted cash		2
Accounts receivable, net		3
Renewal commissions receivable, current ⁽ⁱ⁾		34
Prepaid and other current assets		19
Renewal commissions receivable, non-current ⁽ⁱ⁾		130
Fixed assets		9
Intangible assets		646
Goodwill		785
Right-of-use assets		19
Other non-current assets		2
Collateralized facility ⁽ⁱⁱ⁾		(91	)
Other current liabilities		(52	)
Deferred tax liabilities, net		(165	)
Lease liabilities		(19	)
Net assets acquired	$	1,329

______________

(i)

Renewal commissions receivables arise from direct-to-consumer Medicare broking sales. Cash collections for these receivables are expected to occur over a period of several years. Due to the provisions of ASC 606, these receivables are not discounted for a significant financing component when initially recognized (see Note 2 – Basis of Presentation and Recent Accounting Pronouncements). However, as a result of recognizing the fair value of these receivables in accordance with ASC 805, Business Combinations, these receivables have now been present-valued at the acquisition date. Prior to this fair value adjustment, the carrying value of these receivables was $231 million. The adjusted values of these acquired renewal commissions receivables will be included in prepaid and other current assets or other non-current assets, as appropriate, on the condensed consolidated balance sheets. The acquired renewal commissions receivables will be accounted for

prospectively using the cost recovery method in which future cash receipts will initially be applied against the acquisition date fair value until the value reaches zero. Any cash received in excess of the fair value determined at acquisition will be recorded to earnings when it is received at a future date.

(ii)	See Note 9 — Debt for a description of the acquired collateralized facility debt.

Intangible assets consist primarily of $612 million of customer relationships, with an expected life of 15.4 years. Additional intangibles acquired consist of domain names.

Goodwill is calculated as the difference between the aggregate consideration and the acquisition date fair value of the net assets acquired, including the intangible assets acquired, and represents the value of TRANZACT’s assembled workforce and the future economic benefits that we expect to achieve as a result of the acquisition. None of the goodwill recognized on the transaction is tax deductible, however there is tax deductible goodwill that will be carried forward from previous acquisitions by TRANZACT.

Following the acquisition, TRANZACT generated revenue of $51 million. This result is included in the condensed consolidated statements of comprehensive income for the three and nine months ended September 30, 2019.

Alston Gayler Acquisition

On December 21, 2018, the Company, through its majority-owned subsidiary, Miller, completed the transaction to acquire Alston Gayler, a U.K.-based insurance and reinsurance broker, for total consideration of $67 million. Cash consideration of $35 million was paid upon completion of the acquisition, with the remaining $32 million deferred consideration to be paid in equal installments on the first, second and third anniversaries of the date of acquisition.

The Company has preliminarily recognized $36 million of intangible assets, primarily arising from client relationships, and $26 million of goodwill. The purchase price allocation as of the acquisition date and our accounting for the related deferred tax assets and liabilities is not yet complete.

Other Acquisitions

Other individually less significant acquisitions were completed during the nine months ended September 30, 2019 for combined cash payments of $14 million and contingent consideration fair valued at $9 million.

Revenue

9 Months Ended

Sep. 30, 2019

Revenue From Contract With Customer [Abstract]

Goodwill And Intangible Assets Disclosure [Abstract]

Note 4 — Revenue

Disaggregation of Revenue

The Company reports revenue by segment in Note 5 — Segment Information. The following tables present revenue by service offering and segment, as well as reconciliations to total revenue for the three and nine months ended September 30, 2019 and 2018. Along with reimbursable expenses and other, total revenue by service offering represents our revenue from customer contracts.

	Three Months Ended September 30,
	HCB				CRB				IRR				BDA				Corporate ⁽ⁱⁱ⁾					Total
	2019		2018		2019		2018		2019		2018		2019		2018		2019		2018			2019		2018
Broking	$	58	$	54	$	589	$	554	$	175	$	166	$	55	$	4	$	—	$	—		$	877	$	778
Consulting ⁽ⁱ⁾		545		536		30		37		98		102		—		—		3		3			676		678
Outsourced administration ⁽ⁱ⁾		122		116		17		14		3		—		124		123		—		—			266		253
Other ⁽ⁱ⁾		79		67		1		1		44		38		—		—		1		1			125		107
Total revenue by service offering		804		773		637		606		320		306		179		127		4		4			1,944		1,816
Reimbursable expenses and other ⁽ⁱⁱ⁾		15		14		—		—		2		2		2		1		3		(7	)		22		10
Total revenue from customer contracts	$	819	$	787	$	637	$	606	$	322	$	308	$	181	$	128	$	7	$	(3	)	$	1,966	$	1,826
Interest and other income ⁽ⁱⁱⁱ⁾		3		5		14		16		5		11		—		—		1		1			23		33
Total revenue	$	822	$	792	$	651	$	622	$	327	$	319	$	181	$	128	$	8	$	(2	)	$	1,989	$	1,859

	Nine Months Ended September 30,
	HCB				CRB				IRR				BDA				Corporate ⁽ⁱⁱ⁾					Total
	2019		2018		2019		2018		2019		2018		2019		2018		2019		2018			2019		2018
Broking	$	195	$	191	$	1,882	$	1,828	$	829	$	781	$	67	$	12	$	—	$	—		$	2,973	$	2,812
Consulting ⁽ⁱ⁾		1,696		1,671		97		120		312		326		—		—		9		9			2,114		2,126
Outsourced administration ⁽ⁱ⁾		346		364		57		53		8		—		373		356		—		—			784		773
Other ⁽ⁱ⁾		182		150		3		6		154		142		—		—		3		4			342		302
Total revenue by service offering		2,419		2,376		2,039		2,007		1,303		1,249		440		368		12		13			6,213		6,013
Reimbursable expenses and other ⁽ⁱⁱ⁾		44		45		—		—		6		5		7		5		12		(2	)		69		53
Total revenue from customer contracts	$	2,463	$	2,421	$	2,039	$	2,007	$	1,309	$	1,254	$	447	$	373	$	24	$	11		$	6,282	$	6,066
Interest and other income ⁽ⁱⁱⁱ⁾		14		14		30		29		20		27		—		—		3		5			67		75
Total revenue	$	2,477	$	2,435	$	2,069	$	2,036	$	1,329	$	1,281	$	447	$	373	$	27	$	16		$	6,349	$	6,141

______________

(i)

Amounts presented for HCB Outsourced administration revenue include corrections of approximately $46 million and $152 million of revenue that was previously classified as HCB Consulting revenue or HCB Other revenue in our quarterly report on Form 10-Q for the three and nine months ended September 30, 2018, respectively.

(ii)	Reimbursable expenses and other, as well as Corporate revenue, are excluded from segment revenue, but included in total revenue on the condensed consolidated statements of comprehensive income.

(iii)

Interest and other income is included in segment revenue and total revenue, however it has been presented separately in the above tables because it does not arise directly from contracts with customers.

Individual revenue streams aggregating to approximately 6% of total revenue from customer contracts for the three months ended September 30, 2019 and 2018, respectively, and approximately 5% of total revenue from customer contracts for the nine months ended September 30, 2019 and 2018, respectively, have been included within the Other line in the tables above.

The following tables present revenue by the geography where our work is performed for the three and nine months ended September 30, 2019 and 2018. Reconciliations to total revenue on our condensed consolidated statements of comprehensive income and to segment revenue are shown in the tables above.

	Three Months Ended September 30,
	HCB				CRB				IRR				BDA				Corporate				Total
	2019		2018		2019		2018		2019		2018		2019		2018		2019		2018		2019		2018
North America	$	482	$	466	$	288	$	266	$	88	$	83	$	179	$	127	$	4	$	4	$	1,041	$	946
Great Britain		116		113		139		137		147		139		—		—		—		—		402		389
Western Europe		123		121		105		96		47		47		—		—		—		—		275		264
International		83		73		105		107		38		37		—		—		—		—		226		217
Total revenue by geography	$	804	$	773	$	637	$	606	$	320	$	306	$	179	$	127	$	4	$	4	$	1,944	$	1,816

	Nine Months Ended September 30,
	HCB				CRB				IRR				BDA				Corporate				Total
	2019		2018		2019		2018		2019		2018		2019		2018		2019		2018		2019		2018
North America	$	1,431	$	1,395	$	782	$	740	$	369	$	341	$	440	$	368	$	12	$	13	$	3,034	$	2,857
Great Britain		354		362		453		455		643		616		—		—		—		—		1,450		1,433
Western Europe		402		399		472		456		167		169		—		—		—		—		1,041		1,024
International		232		220		332		356		124		123		—		—		—		—		688		699
Total revenue by geography	$	2,419	$	2,376	$	2,039	$	2,007	$	1,303	$	1,249	$	440	$	368	$	12	$	13	$	6,213	$	6,013

Contract Balances

The Company reports accounts receivable, net on the condensed consolidated balance sheet, which includes billed and unbilled receivables and current contract assets. In addition to accounts receivable, net, the Company had the following non-current contract assets and deferred revenue balances at September 30, 2019 and December 31, 2018:

	September 30, 2019		December 31, 2018
Billed receivables, net of allowance for doubtful accounts of $40 million and $40 million	$	1,638	$	1,702
Unbilled receivables		383		356
Current contract assets		146		321
Accounts receivable, net	$	2,167	$	2,379
Non-current accounts receivable, net	$	20	$	20
Non-current contract assets	$	20	$	3
Deferred revenue	$	481	$	448

During the three and nine months ended September 30, 2019, revenue of approximately $42 million and $338 million, respectively, was recognized that was reflected as deferred revenue at December 31, 2018. During the three months ended September 30, 2019, revenue of approximately $198 million was recognized that was reflected as deferred revenue at June 30, 2019.

During the three and nine months ended September 30, 2019, the Company recognized revenue of approximately $3 million and $12 million, respectively, related to performance obligations satisfied in a prior period.

Performance Obligations

The Company has contracts for which performance obligations have not been satisfied as of September 30, 2019 or have been partially satisfied as of this date. The following table shows the expected timing for the satisfaction of the remaining performance obligations. This table does not include contract renewals nor variable consideration, which was excluded from the transaction prices in accordance with the guidance on constraining estimates of variable consideration.

In addition, in accordance with ASC 606, the Company has elected not to disclose the remaining performance obligations when one or both of the following circumstances apply:

•

Performance obligations which are part of a contract that has an original expected duration of less than one year, and

•

Performance obligations satisfied in accordance with ASC 606-10-55-18 (‘right to invoice’).

		Remainder of 2019				2020				2021 onward				Total
Revenue expected to be recognized on contracts as of September 30, 2019		$	142			$	426			$	602			$	1,170

Since most of the Company’s contracts are cancellable with less than one year’s notice, and have no substantive penalty for cancellation, the majority of the Company’s remaining performance obligations as of September 30, 2019 have been excluded from the table above.

Segment Information

9 Months Ended

Sep. 30, 2019

Segment Reporting [Abstract]

Segment Information

Note 5 — 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’)

•

Benefits Delivery and Administration (‘BDA’)

Willis Towers Watson’s chief operating decision maker is its chief executive officer. We determined that the operational data used by the chief operating decision maker is at the segment level. Management bases strategic goals and decisions on these segments and the data presented below is used to assess the adequacy of strategic decisions and the methods of achieving these strategies and related financial results. Management evaluates the performance of its segments and allocates resources to them based on net operating income on a pre-tax basis.

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

The following table presents segment revenue and segment operating income for our reportable segments for the three months ended September 30, 2019 and 2018.

	Three Months Ended September 30,
	HCB				CRB				IRR				BDA						Total
	2019		2018		2019		2018		2019		2018		2019			2018			2019		2018
Segment revenue	$	807	$	778	$	651	$	622	$	325	$	317	$	179		$	127		$	1,962	$	1,844

Segment operating income/(loss)	$	214	$	194	$	81	$	66	$	31	$	29	$	(21	)	$	(33	)	$	305	$	256

The following table presents segment revenue and segment operating income for our reportable segments for the nine months ended September 30, 2019 and 2018.

	Nine Months Ended September 30,
	HCB				CRB				IRR				BDA						Total
	2019		2018		2019		2018		2019		2018		2019			2018			2019		2018
Segment revenue	$	2,433	$	2,390	$	2,069	$	2,036	$	1,323	$	1,276	$	440		$	368		$	6,265	$	6,070

Segment operating income/(loss)	$	587	$	536	$	312	$	288	$	392	$	379	$	(67	)	$	(96	)	$	1,224	$	1,107

The following table presents reconciliations of the information reported by segment to the Company’s condensed consolidated statement of comprehensive income amounts reported for the three and nine months ended September 30, 2019 and 2018.

	Three Months Ended September 30,						Nine Months Ended September 30,
	2019			2018			2019			2018
Revenue:
Total segment revenue	$	1,962		$	1,844		$	6,265		$	6,070
Reimbursable expenses and other		27			15			84			71
Revenue	$	1,989		$	1,859		$	6,349		$	6,141

Total segment operating income	$	305		$	256		$	1,224		$	1,107
Amortization		(118	)		(127	)		(368	)		(408	)
Transaction and integration expenses		(6	)		(50	)		(12	)		(148	)
Unallocated, net ⁽ⁱ⁾		(74	)		(62	)		(202	)		(212	)
Income from operations		107			17			642			339
Interest expense		(62	)		(51	)		(172	)		(154	)
Other income, net		55			70			177			189
Income from operations before income taxes	$	100		$	36		$	647		$	374

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

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

Income Taxes

9 Months Ended

Sep. 30, 2019

Income Tax Disclosure [Abstract]

Income Taxes

Note 6 — Income Taxes

Provision for/benefit from income taxes for the three and nine months ended September 30, 2019 were provisions of $20 million and $125 million, respectively, compared to a benefit of $10 million and a provision of $42 million for the three and nine months ended September 30, 2018, respectively. The effective tax rates were 20.4% and 19.3% for the three and nine months ended September 30, 2019, respectively, and (28.1)% and 11.3% for the three and nine months ended September 30, 2018, respectively. These effective tax rates are calculated using extended values from our condensed consolidated statements of comprehensive income, and are therefore more precise tax rates than can be calculated from rounded values. The effective tax rates for the three and nine months ended September 30, 2019 were higher than the three and nine months ended September 30, 2018 due primarily to the recognition of a discrete tax benefit from the release of a valuation allowance on certain state deferred tax assets during the three and nine months ended September 30, 2018.

In 2017, as a result of U.S. Tax Reform, we analyzed our global working capital and cash requirements and the potential tax liabilities attributable to a repatriation and changed our assertion with respect to certain legacy Towers Watson subsidiaries. For those subsidiaries from which we were able to make a reasonable estimate of the tax effects of such repatriation, we recorded an estimate for foreign withholding and state income taxes. For all other subsidiaries, we continue to assert that the historical cumulative earnings have been reinvested indefinitely, and therefore do not provide deferred taxes on these amounts.

At December 31, 2018, as a result of an international restructuring, we were considering repatriating an additional $2.1 billion, which was previously deemed indefinitely reinvested. As a result, we recorded an estimate for foreign withholding and state income tax expense of approximately $11 million at December 31, 2018. During the three months ended June 30, 2019, we repatriated a portion of this as previously taxed income and return of capital. In addition, during the second quarter of 2019, Treasury regulations were issued that impacted the U.S. taxability of the balance of the earnings associated with the international restructuring. As such, the

Company changed its assertion with respect to any additional earnings from this restructuring for the foreseeable future. Of the original $2.1 billion under consideration, $1.0 billion remains permanently reinvested at September 30, 2019.

The Company records valuation allowances against net deferred tax assets based on whether it is more likely than not that the deferred tax assets will be realized. We have liabilities for uncertain tax positions under ASC 740 of $48 million, excluding interest and penalties. The Company believes the outcomes that are reasonably possible within the next 12 months may result in a reduction in the liability for uncertain tax positions of approximately $1 million to $3 million, excluding interest and penalties.

Goodwill and Other Intangible Assets

9 Months Ended

Sep. 30, 2019

Goodwill and Other Intangible Assets

Note 7 — Goodwill and Other Intangible Assets

The components of goodwill are outlined below for the nine months ended September 30, 2019:

	HCB			CRB			IRR			BDA		Total
Balance at December 31, 2018:
Goodwill, gross	$	4,300		$	2,308		$	1,792		$	2,557	$	10,957
Accumulated impairment losses		(130	)		(362	)		—			—		(492	)
Goodwill, net - December 31, 2018		4,170			1,946			1,792			2,557		10,465
Goodwill acquired during the period		—			—			9			785		794
Goodwill disposed of during the period		—			(6	)		—			—		(6	)
Acquisition accounting adjustment		—			—			2			—		2
Foreign exchange		(33	)		(28	)		(7	)		—		(68	)
Balance at September 30, 2019:
Goodwill, gross		4,267			2,274			1,796			3,342		11,679
Accumulated impairment losses		(130	)		(362	)		—			—		(492	)
Goodwill, net - September 30, 2019	$	4,137		$	1,912		$	1,796		$	3,342	$	11,187

Other Intangible Assets

The following table reflects changes in the net carrying amounts of the components of finite-lived intangible assets for the nine months ended September 30, 2019:

	Balance at December 31, 2018		ASC 842 reclassification ⁽ⁱ⁾			Intangible assets acquired ⁽ⁱⁱ⁾		Intangible assets disposed			Amortization			Foreign exchange			Balance at September 30, 2019
Client relationships	$	1,986	$	—		$	625	$	(8	)	$	(235	)	$	(20	)	$	2,348
Management contracts		48		—			—		—			(2	)		(4	)		42
Software		328		—			—		(1	)		(95	)		(1	)		231
Trademark and trade name		920		—			—		—			(33	)		(3	)		884
Product and domain name		27		—			34		—			(3	)		(2	)		56
Favorable agreements		9		(9	)		—		—			—			—			—
Total amortizable intangible assets	$	3,318	$	(9	)	$	659	$	(9	)	$	(368	)	$	(30	)	$	3,561

__________________

(i) On January 1, 2019, in accordance with ASC 842, we reclassified our favorable lease agreement assets to right-of-use assets within our condensed consolidated balance sheet.

(ii) Includes $612 million and $34 million of client relationship and domain name intangible assets, respectively, associated with our acquisition of TRANZACT.

We recorded amortization related to our finite-lived intangible assets of $118 million and $368 million for the three and nine months ended September 30, 2019. For the three and nine months ended September 30, 2018, we recorded amortization related to our finite-lived intangible assets, exclusive of the amortization of our favorable lease agreements, of $127 million and $408 million, respectively.

Our acquired unfavorable lease agreement liabilities were $21 million at December 31, 2018 and were recorded in other non-current liabilities in the condensed consolidated balance sheet. On January 1, 2019, in accordance with ASC 842, we reclassified our unfavorable lease liabilities as a reduction to our right-of-use assets within our condensed consolidated balance sheet.

The following table reflects the carrying value of finite-lived intangible assets and liabilities at September 30, 2019 and December 31, 2018:

	September 30, 2019					December 31, 2018
	Gross carrying amount		Accumulated amortization			Gross carrying amount		Accumulated amortization
Client relationships	$	3,972	$	(1,624	)	$	3,401	$	(1,415	)
Management contracts		57		(15	)		63		(15	)
Software		743		(512	)		749		(421	)
Trademark and trade name		1,050		(166	)		1,052		(132	)
Product and domain name		68		(12	)		36		(9	)
Favorable agreements ⁽ⁱ⁾		—		—			14		(5	)
Other		—		—			3		(3	)
Total finite-lived assets	$	5,890	$	(2,329	)	$	5,318	$	(2,000	)

Unfavorable agreements ⁽ⁱ⁾	$	—	$	—		$	34	$	(13	)
Total finite-lived intangible liabilities	$	—	$	—		$	34	$	(13	)

__________________

(i) On January 1, 2019, in accordance with ASC 842, we reclassified our favorable lease agreement assets and unfavorable lease agreement liabilities to right-of-use assets and as reductions to right-of-use assets, respectively, within our condensed consolidated balance sheet.

The weighted-average remaining life of amortizable intangible assets at September 30, 2019 was 13.9 years.

The table below reflects the future estimated amortization expense for amortizable intangible assets for the remainder of 2019 and for subsequent years:

	Amortization
Remainder of 2019	$	119
2020		447
2021		372
2022		313
2023		265
Thereafter		2,045
Total	$	3,561

Derivative Financial Instruments

9 Months Ended

Sep. 30, 2019

Derivative Instruments And Hedging Activities Disclosure [Abstract]

Derivative Financial Instruments

Note 8 — Derivative Financial Instruments

We are exposed to certain foreign currency risks. Where possible, we identify exposures in our business that can be offset internally. Where no natural offset is identified, we may choose to enter into various derivative transactions. These instruments have the effect of reducing our exposure to unfavorable changes in foreign currency rates. The Company’s board of directors reviews and approves policies for managing each of these risks as summarized below. Additional information regarding our derivative financial instruments can be found in Note 10 — Fair Value Measurements and Note 15 — Accumulated Other Comprehensive Loss.

Foreign Currency Risk

Certain non-U.S. subsidiaries receive revenue and incur expenses in currencies other than their functional currency, and as a result, the foreign subsidiary’s functional currency revenue will fluctuate as the currency rates change. Additionally, the forecast Pounds sterling expenses of our London brokerage market operations may exceed their Pounds sterling revenue, and they may also hold significant foreign currency asset or liability positions in the condensed consolidated balance sheet. To reduce such variability, we use foreign exchange contracts to hedge against this currency risk.

These derivatives were designated as hedging instruments and at September 30, 2019 and December 31, 2018 had total notional amounts of $474 million and $438 million, respectively, and had net fair value liabilities of $18 million and $15 million, respectively.

At September 30, 2019, the Company estimates, based on current exchange rates, there will be $14 million of net derivative losses on forward exchange rates reclassified from accumulated other comprehensive loss into earnings within the next twelve months as the forecast transactions affect earnings. At September 30, 2019, our longest outstanding maturity was 1.7 years.

The effects of the material derivative instruments that are designated as hedging instruments on the condensed consolidated statements of comprehensive income for the three and nine months ended September 30, 2019 and 2018 are below. Amounts pertaining to the ineffective portion of hedging instruments and excluded from effectiveness testing were immaterial for the three and nine months ended September 30, 2019 and 2018.

	Loss recognized in OCI (effective element)
	Three months ended September 30,						Nine months ended September 30,
	2019			2018			2019			2018
Forward exchange contracts	$	(8	)	$	(5	)	$	(10	)	$	(14	)

Location of loss reclassified from Accumulated OCL into income (effective element)	Loss reclassified from Accumulated OCL into income (effective element)
	Three months ended September 30,						Nine months ended September 30,
	2019			2018			2019			2018
Revenue	$	(1	)	$	—		$	(3	)	$	—
Salaries and benefits		(1	)		—			(5	)		—
Other income, net		—			(6	)		—			(24	)
	$	(2	)	$	(6	)	$	(8	)	$	(24	)

We also enter into foreign currency transactions, primarily to hedge certain intercompany loans. These derivatives are not generally designated as hedging instruments, and at September 30, 2019 and December 31, 2018, we had notional amounts of $879 million and $909 million, respectively, and had net fair value assets of $5 million and $3 million, respectively.

The effects of derivatives that have not been designated as hedging instruments on the condensed consolidated statements of comprehensive income for the three and nine months ended September 30, 2019 and 2018 are as follows:

		Gain/(loss) recognized in income
		Three Months Ended September 30,					Nine Months Ended September 30,
Derivatives not designated as hedging instruments:	Location of gain/(loss) recognized in income	2019		2018			2019		2018
Forward exchange contracts	Other income, net	$	6	$	(1	)	$	2	$	(4	)

Debt

9 Months Ended

Sep. 30, 2019

Debt Disclosure [Abstract]

Debt

Note 9 — Debt

Current debt consists of the following:

	September 30, 2019		December 31, 2018
Term loan due 2020	$	463	$	—
Current portion of collateralized facility		21		—
7.000% senior notes due 2019		—		186
	$	484	$	186

Long-term debt consists of the following:

	September 30, 2019		December 31, 2018
Revolving $1.25 billion credit facility	$	90	$	130
Collateralized facility		69		—
5.750% senior notes due 2021		498		498
3.500% senior notes due 2021		448		448
2.125% senior notes due 2022⁽ⁱ⁾		587		615
4.625% senior notes due 2023		248		248
3.600% senior notes due 2024		646		645
4.400% senior notes due 2026		546		544
4.500% senior notes due 2028		595		595
2.950% senior notes due 2029		446		—
6.125% senior notes due 2043		271		271
5.050% senior notes due 2048		395		395
3.875% senior notes due 2049		542		—
	$	5,381	$	4,389

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

Senior Notes

On September 10, 2019, the Company, together with its wholly-owned subsidiary, Willis North America Inc. as issuer (see Note 17 — Financial Information for Issuers and Other Guarantor Subsidiaries for further information), completed an offering of $450 million aggregate principal amount of 2.950% senior notes due 2029 (‘2029 senior notes’) and $550 million aggregate principal amount of 3.875% senior notes due 2049 (‘2049 senior notes’). The effective interest rates of the 2029 senior notes and 2049 senior notes are 2.971% and 3.898%, respectively, which include the impact of the discount upon issuance. The 2029 senior notes will mature on September 15, 2029 and the 2049 senior notes will mature on September 15, 2049. Interest accrues on both the 2029 senior notes and 2049 senior notes from September 10, 2019 and will be paid in cash on March 15 and September 15 of each year, commencing on March 15, 2020. The net proceeds from this offering, after deducting underwriter discounts and commissions and estimated offering expenses, were approximately $988 million, and were used to prepay a portion of the amount outstanding under the Company’s one-year term loan commitment (described below) and to repay borrowings under the Company’s $1.25 billion revolving credit facility.

Additionally, in September 2019, the Company repaid in full $187 million outstanding on its 7.000% senior notes due 2019 with borrowings against its revolving credit facility.

One-Year Term Loan Commitment

As part of the acquisition of TRANZACT, the Company secured financing of up to $1.1 billion in the form of a one-year unsecured term loan. Borrowing occurred in conjunction with the closing of the acquisition on July 30, 2019.

Amounts outstanding under the term loan shall bear interest, at the option of the borrowers, at a rate equal to (a) LIBOR plus 0.75% to 1.375% for Eurocurrency Rate Loans or (b) the highest of (i) the Federal Funds Rate plus 0.5%, (ii) the ‘prime rate’ quoted by Bank of America, N.A., and (iii) LIBOR plus 1.00%, plus 0.00% to 0.375%, in each case, based upon the Company’s guaranteed senior-unsecured long-term debt rating. In addition, the Company paid a commitment fee in an amount equal to 0.15% per annum on the undrawn portion of the commitments in respect of the term loan, which we had accrued from May 29, 2019 until the closing date of the acquisition.

The term loan is pre-payable in part or in full prior to the maturity date at the Company’s discretion. Covenants and events of default are substantively the same as in our existing revolving credit facility.

Collateralized Facility

As part of the acquisition of TRANZACT, the Company assumed debt of $91 million related to borrowings by TRANZACT whereby certain renewal commissions receivables were pledged as collateral. The Company is required to remit cash received from these pledged renewal commissions receivables on a quarterly basis to the lenders until the borrowings and related interest are repaid, after the payment of certain fees and other permitted distributions. No borrowings have been made against this collateralized facility since the acquisition.

The maturity date of the borrowing is in January 2033, at which time all remaining outstanding principal and unpaid accrued interest will be payable. The collateralization facility may be prepaid in November 2021 or earlier if approval is obtained from at least half of the lenders. Loans under the agreement bear interest at LIBOR plus an applicable margin of 3.95%. The collateralization facility

contains financial covenants including requirements to keep separate and securely maintain the collateral. As cash is received for these pledged assets, it is classified as restricted cash within prepaid and other current assets on our accompanying condensed consolidated balance sheet. Accumulated cash receipts are applied against the principal and interest on a quarterly basis. At September 30, 2019, the Company had $134 million of renewal commissions receivable pledged as collateral.

At September 30, 2019 and December 31, 2018, we were in compliance with all financial covenants.

Fair Value Measurements

9 Months Ended

Sep. 30, 2019

Fair Value Disclosures [Abstract]

Fair Value Measurements

Note 10 — 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 forward foreign exchange contracts based on estimated amounts the Company would receive or have to pay to terminate the agreements, taking into account observable information about the current foreign currency forward rates. Such financial instruments are classified as Level 2 in the fair value hierarchy.

•

Contingent consideration payable is classified as Level 3, and we estimate fair value based on the likelihood and timing of achieving the relevant milestones of each arrangement, applying a probability assessment to each of the potential outcomes, which at times includes the use of a Monte Carlo simulation, and discounting the probability-weighted payout. Typically, milestones are based on revenue or Earnings Before Interest, Tax, Depreciation and Amortization (‘EBITDA’) growth for the acquired business.

The following tables present our assets and liabilities measured at fair value on a recurring basis at September 30, 2019 and December 31, 2018:

		Fair Value Measurements on a Recurring Basis at September 30, 2019
	Balance Sheet Location	Level 1		Level 2		Level 3		Total
Assets:
Available-for-sale securities:
Mutual funds / exchange traded funds	Prepaid and other current assets and other non-current assets	$	19	$	—	$	—	$	19
Derivatives:
Derivative financial instruments ⁽ⁱ⁾	Prepaid and other current assets and other non-current assets	$	—	$	9	$	—	$	9
Liabilities:
Contingent consideration:
Contingent consideration ⁽ⁱⁱ⁾	Other current liabilities and other non-current liabilities	$	—	$	—	$	9	$	9
Derivatives:
Derivative financial instruments ⁽ⁱ⁾	Other current liabilities and other non-current liabilities	$	—	$	22	$	—	$	22

		Fair Value Measurements on a Recurring Basis at December 31, 2018
	Balance Sheet Location	Level 1		Level 2		Level 3		Total
Assets:
Available-for-sale securities:
Mutual funds / exchange traded funds	Prepaid and other current assets and other non-current assets	$	18	$	—	$	—	$	18
Derivatives:
Derivative financial instruments ⁽ⁱ⁾	Prepaid and other current assets and other non-current assets	$	—	$	5	$	—	$	5
Liabilities:
Contingent consideration:
Contingent consideration ⁽ⁱⁱ⁾	Other current liabilities and other non-current liabilities	$	—	$	—	$	51	$	51
Derivatives:
Derivative financial instruments ⁽ⁱ⁾	Other current liabilities and other non-current liabilities	$	—	$	17	$	—	$	17

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

(ii)

Probability weightings are based on our knowledge of the past and planned performance of the acquired entity to which the contingent consideration applies. The weighted-average discount rates used on our material contingent consideration calculations were 12.20% and 9.92% at September 30, 2019 and December 31, 2018, respectively. Using different probability weightings and discount rates could result in an increase or decrease of the contingent consideration payable.

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

Fair Value Measurements Using Significant Unobservable Inputs (Level 3)	September 30, 2019
Balance at December 31, 2018	$	51
Obligations assumed		8
Payments		(46	)
Realized and unrealized gains		(5	)
Foreign exchange		1
Balance at September 30, 2019	$	9

There were no significant transfers between Levels 1, 2 or 3 in the nine months ended September 30, 2019.

The following tables present our liabilities not measured at fair value on a recurring basis at September 30, 2019 and December 31, 2018:

	September 30, 2019				December 31, 2018
	Carrying Value		Fair Value		Carrying Value		Fair Value
Liabilities:
Current debt	$	484	$	488	$	186	$	191
Long-term debt	$	5,381	$	5,764	$	4,389	$	4,458

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

Compensation And Retirement Disclosure [Abstract]

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.

+ References + Details

Retirement Benefits

9 Months Ended

Sep. 30, 2019

Retirement Benefits

Note 11 — Retirement Benefits

Defined Benefit Plans and Post-retirement Welfare Plans

Willis Towers Watson sponsors both qualified and non-qualified defined benefit pension plans and other post-retirement welfare (‘PRW’) plans throughout the world. The majority of our plan assets and obligations are in the U.S. and the U.K. We have also included disclosures related to defined benefit plans in certain other countries, including Canada, France, Germany and Ireland. Together, these disclosed funded and unfunded plans represent 99% of Willis Towers Watson’s pension and PRW obligations and are disclosed herein.

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

The following tables set forth the components of net periodic benefit (income)/cost for the Company’s defined benefit pension and PRW plans for the three and nine months ended September 30, 2019 and 2018:

	Three Months Ended September 30,
	2019												2018
	U.S.			U.K.			Other			PRW			U.S.			U.K.			Other			PRW
Service cost	$	17		$	3		$	5		$	—		$	17		$	4		$	6		$	—
Interest cost		39			23			5			—			35			24			4			1
Expected return on plan assets		(63	)		(59	)		(7	)		—			(68	)		(72	)		(8	)		—
Settlement		—			—			1			—			—			12			(14	)		—
Amortization of net loss		4			5			1			1			3			10			—			1
Amortization of prior service credit		—			(4	)		—			(1	)		—			(4	)		—			—
Net periodic benefit (income)/cost	$	(3	)	$	(32	)	$	5		$	—		$	(13	)	$	(26	)	$	(12	)	$	2

	Nine Months Ended September 30,
	2019												2018
	U.S.			U.K.			Other			PRW			U.S.			U.K.			Other			PRW
Service cost	$	49		$	10		$	15		$	—		$	50		$	14		$	16		$	—
Interest cost		118			70			14			2			105			72			13			3
Expected return on plan assets		(190	)		(184	)		(22	)		—			(205	)		(227	)		(23	)		—
Settlement		—			—			1			—			—			32			(14	)		—
Amortization of net loss		14			15			2			1			9			34			1			1
Amortization of prior service credit		—			(12	)		—			(3	)		—			(14	)		—			—
Net periodic benefit (income)/cost	$	(9	)	$	(101	)	$	10		$	—		$	(41	)	$	(89	)	$	(7	)	$	4

Employer Contributions to Defined Benefit Pension Plans

The Company made $60 million of contributions to its U.S. plans for the nine months ended September 30, 2019 and anticipates making no additional contributions over the remainder of the fiscal year. The Company made contributions of $54 million to its U.K. plans for the nine months ended September 30, 2019 and anticipates making additional contributions of $21 million for the remainder of the fiscal year. The Company made contributions of $20 million to its other plans for the nine months ended September 30, 2019 and anticipates making additional contributions of $3 million for the remainder of the fiscal year.

Defined Contribution Plans

The Company made contributions to its defined contribution plans of $37 million and $115 million during the three and nine months ended September 30, 2019, respectively, and $28 million and $117 million during the three and nine months ended September 30, 2018, respectively.

Leases

9 Months Ended

Sep. 30, 2019

Leases [Abstract]

Leases

Note 12 — Leases

On January 1, 2019, the Company adopted ASC 842. The adoption of this new guidance had a material impact to the amounts and classifications of certain lease-related balances within our condensed consolidated financial statements and accompanying note disclosures. The Company adopted the standard using the modified retrospective approach whereby it recognized a transition adjustment at the effective date of ASC 842, January 1, 2019, rather than at the beginning of the earliest comparative period presented. The adoption of ASC 842 resulted in an additional $1.2 billion of lease liabilities and $1.0 billion of ROU assets being recognized at January 1, 2019. Furthermore, we reflected additional deferred tax assets of $252 million and deferred tax liabilities of $252 million on the gross lease liabilities and gross ROU assets, respectively. There was no adjustment to retained earnings. Rather, all operating lease-related balances, such as deferred rent accruals and lease-related intangibles, reflected on our condensed consolidated balance sheet as of December 31, 2018 were reclassified as a reduction to the opening ROU asset balance in accordance with the new guidance on January 1, 2019. Likewise, existing deferred taxes on operating lease-related balances have been reclassified as a reduction to the deferred tax liabilities related to the ROU assets.

•

We assessed the transition practical expedients available under the guidance and, in addition to selecting the modified retrospective transition approach as noted above, we made the following elections:

Practical expedient package – We elected this package, and therefore did not reassess lease classifications for our existing or expired leases, whether any existing or expired contracts contain a lease, or our treatment of any initial direct costs.

Hindsight practical expedient – As permitted under the transition rules, the Company did not revisit its estimate of lease terms upon transition to ASC 842.

Short-term lease exemption – We elected this exemption, and therefore did not recognize any right-of-use assets or liabilities for short-term leases (generally defined as having a term of 12 months or less) on our condensed consolidated balance sheet.

Separation of lease and non-lease components – We elected the practical expedient to not separate the cash flows associated with lease and non-lease components in our lease accounting and resulting amounts recorded in our condensed consolidated financial statements.

The following table presents amounts recorded on our condensed consolidated balance sheet at September 30, 2019, classified as either operating or finance leases. Operating leases are presented separately on our condensed consolidated balance sheet. For the finance leases, the ROU assets are included in fixed assets, net, and the liabilities are classified within other current liabilities or other non-current liabilities.

	Operating Leases		Finance Leases		Total Leases
Right-of-use assets	$	959	$	10	$	969
Current lease liabilities		151		3		154
Long-term lease liabilities		957		23		980

The following table presents amounts recorded on our condensed consolidated statement of comprehensive income for the three and nine months ended September 30, 2019:

	Three Months Ended September 30, 2019			Nine Months Ended September 30, 2019
Finance lease cost:
Amortization of right-of-use assets	$	1		$	2
Interest on lease liabilities		1			3
Operating lease cost		45			139
Short-term lease cost		1			1
Variable lease cost		13			43
Sublease income		(3	)		(11	)
Total lease cost, net	$	58		$	177

The total lease cost is recognized in different locations in our condensed consolidated statement of comprehensive income. Amortization of the finance lease ROU assets is included in depreciation, while the interest cost component of these finance leases is included in interest expense. All other costs are included in other operating expenses. The Company had rent expense of $58 million and $186 million, net of sublease income, for the three and nine months ended September 30, 2018, respectively, related to operating leases classified within other operating expenses on our condensed consolidated statement of comprehensive income.

Cash paid for amounts included in the measurement of lease liabilities for the nine months ended September 30, 2019, as well as their location in the condensed consolidated statement of cash flows, is as follows:

	Nine Months Ended September 30, 2019
Cash flows from operating activities:
Operating leases	$	154
Cash flows used in financing activities:
Finance leases		4
Total lease payments	$	158

Non-cash additions to our operating lease ROU assets were $99 million during the nine months ended September 30, 2019, $19 million of which arose from the acquisition of TRANZACT (see Note 3 – Acquisitions) and $66 million arose from modifications to existing leases.

Our operating and finance leases have the following weighted-average terms and discount rates as of September 30, 2019:

	Operating Leases			Finance Leases
Weighted-average term (in years)		8.9			6.3
Weighted-average discount rate		3.6	%		12.9	%

The maturity of our lease liabilities on an undiscounted basis, including a reconciliation to the total lease liabilities reported on the condensed consolidated balance sheet as of September 30, 2019, is as follows:

	Operating Leases			Finance Leases			Total Leases
Remainder of 2019	$	50		$	1		$	51
2020		182			6			188
2021		162			6			168
2022		147			6			153
2023		137			6			143
Thereafter		624			13			637
Total future lease payments		1,302			38			1,340
Interest		(194	)		(12	)		(206	)
Total lease liabilities	$	1,108		$	26		$	1,134

Prior to the adoption of ASC 842, on December 31, 2018, the maturity of our operating and finance leases on an undiscounted basis was as follows:

	Operating Leases			Finance Leases			Total Leases
2019	$	197		$	5		$	202
2020		180			6			186
2021		159			6			165
2022		142			6			148
2023		131			6			137
Thereafter		542			14			556
Total future lease payments		1,351			43			1,394
Interest		(202	)		(14	)		(216	)
Total lease liabilities	$	1,149		$	29		$	1,178

Commitments and Contingencies

9 Months Ended

Sep. 30, 2019

Commitments And Contingencies Disclosure [Abstract]

Commitments and Contingencies

Note 13 — 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 the Company’s obligations and the unique facts of each particular agreement, we do not believe that any potential liability that may arise from such indemnity provisions is probable or material.

Legal Proceedings

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

Errors and omissions claims, lawsuits, and other proceedings arising in the ordinary course of business are covered in part by professional indemnity or other appropriate insurance. The terms of this insurance vary by policy year. Regarding self-insured risks, the Company has established provisions which are believed to be adequate in light of current information and legal advice, or, in certain cases, where a range of loss exists, the Company accrues the minimum amount in the range if no amount within the range is a better estimate than any other amount. The Company adjusts such provisions from time to time according to developments. See Note 14 — Supplementary Information for Certain Balance Sheet Accounts for the amounts accrued at September 30, 2019 and December 31, 2018 in the condensed consolidated balance sheets.

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

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

Merger-Related Securities Litigation

On November 21, 2017, a purported former stockholder of Legacy Towers Watson filed a putative class action complaint on behalf of a putative class consisting of all Legacy Towers Watson stockholders as of October 2, 2015 against the Company, Legacy Towers Watson, Legacy Willis, ValueAct Capital Management (‘ValueAct’), and certain current and former directors and officers of Legacy Towers Watson and Legacy Willis (John Haley, Dominic Casserley, and Jeffrey Ubben), in the United States District Court for the Eastern District of Virginia. The complaint asserted claims against certain defendants under Section 14(a) of the Securities Exchange Act of 1934 (the ‘Exchange Act’) for allegedly false and misleading statements in the proxy statement for the Merger; and against other defendants under Section 20(a) of the Exchange Act for alleged ‘control person’ liability with respect to such allegedly false and misleading statements. The complaint further contended that the allegedly false and misleading statements caused stockholders of Legacy Towers Watson to accept inadequate Merger consideration. The complaint sought damages in an unspecified amount. On February 20, 2018, the court appointed the Regents of the University of California (‘Regents’) as Lead Plaintiff and Bernstein Litowitz Berger & Grossman LLP (‘Bernstein’) as Lead Counsel for the putative class, consolidated all subsequently filed, removed, or transferred actions, and captioned the consolidated action ‘In re Willis Towers Watson plc Proxy Litigation,’ Master File No. 1:17-cv-1338-AJT-JFA. On March 9, 2018, Lead Plaintiff filed an Amended Complaint. On April 13, 2018, the defendants filed motions to dismiss the Amended Complaint, and, on July 11, 2018, following briefing and argument, the court granted the motions and dismissed the Amended Complaint in its entirety. On July 30, 2018, Lead Plaintiff filed a notice of appeal from the court’s July 11, 2018 dismissal order to the United States Court of Appeals for the Fourth Circuit, and, on December 6, 2018, the parties completed briefing on the appeal. On May 8, 2019, the parties argued the appeal, and on August 30, 2019, the Fourth Circuit vacated the dismissal order and remanded the case to the Eastern District of Virginia for further proceedings consistent with its decision. On September 13, 2019, the defendants filed a petition for rehearing by the Fourth Circuit en banc, which the Fourth Circuit denied on September 27, 2019.

On February 27, 2018 and March 8, 2018, two additional purported former stockholders of Legacy Towers Watson, City of Fort Myers General Employees’ Pension Fund (‘Fort Myers’) and Alaska Laborers-Employers Retirement Trust (‘Alaska’), filed putative class action complaints on behalf of a putative class of Legacy Towers Watson stockholders against the former members of the Legacy Towers Watson board of directors, Legacy Towers Watson, Legacy Willis and ValueAct, in the Delaware Court of Chancery, captioned City of Fort Myers General Employees’ Pension Fund v. Towers Watson & Co., et al., C.A. No. 2018-0132, and Alaska Laborers-Employers Retirement Trust v. Victor F. Ganzi, et al., C.A. No. 2018-0155, respectively. Based on similar allegations as the Eastern District of Virginia action described above, the complaints assert claims against the former directors of Legacy Towers Watson for breach of fiduciary duty and against Legacy Willis and ValueAct for aiding and abetting breach of fiduciary duty.

On March 9, 2018, Regents filed a putative class action complaint on behalf of a putative class of Legacy Towers Watson stockholders against the Company, Legacy Willis, ValueAct, and Messrs. Haley, Casserley, and Ubben, in the Delaware Court of Chancery, captioned The Regents of the University of California v. John J. Haley, et al., C.A. No. 2018-0166. Based on similar allegations as the Eastern District of Virginia action described above, the complaint asserts claims against Mr. Haley for breach of fiduciary duty and against all other defendants for aiding and abetting breach of fiduciary duty. Also on March 9, 2018, Regents filed a motion for consolidation of all pending and subsequently filed Delaware Court of Chancery actions, and for appointment as Lead Plaintiff and for the appointment of Bernstein as Lead Counsel for the putative class. On March 29, 2018, Fort Myers and Alaska responded to Regents’ motion and cross-moved for appointment as Co-Lead Plaintiffs and for the appointment of their counsel, Grant & Eisenhofer P.A. and Kessler Topaz Meltzer & Check, LLP as Co-Lead Counsel. On April 2, 2018, the court consolidated the Delaware Court of Chancery actions and all related actions subsequently filed in or transferred to the Delaware Court of Chancery. On June 5, 2018, the court denied Regents’ motion for appointment of Lead Plaintiff and Lead Counsel and granted Fort Myers’ and Alaska’s cross-motion. On June 20, 2018, Fort Myers and Alaska designated the complaint previously filed by Alaska (the ‘Alaska Complaint’) as the operative complaint in the consolidated action. On September 14, 2018, the defendants filed motions to dismiss the Alaska Complaint. On October 31, 2018, Fort Myers and Alaska filed an amended complaint, which, based on similar allegations, asserts claims against the former directors of legacy Towers Watson for breach of fiduciary duty and against ValueAct and Mr. Ubben for aiding and abetting breach of fiduciary duty. On January 11, 2019, the defendants filed motions to dismiss the amended complaint, and on March 29, 2019, the parties completed briefing on the motions. The court heard argument on the motions on April 11, 2019 and, on July 25, 2019, dismissed the amended complaint in its entirety. On August 22, 2019, Fort Myers and Alaska filed a notice of appeal from the court’s July 25, 2019 dismissal order to the Supreme Court of the State of Delaware. The parties are currently briefing the appeal.

On October 18, 2018, three additional purported former stockholders of Legacy Towers Watson, Naya Master Fund LP, Naya 174 Fund Limited and Naya Lincoln Park Master Fund Limited (collectively, ‘Naya’), filed a complaint against the Company, Legacy Towers Watson, Legacy Willis and John Haley, in the Supreme Court of the State of New York, County of New York, captioned Naya Master Fund LP, et al. v. John J. Haley, et al., Index No. 654968/2018. Based on similar allegations as the Eastern District of Virginia and Delaware actions described above, the complaint asserts claims for common law fraud and negligent misrepresentation. On December 18, 2018, the defendants filed a motion to dismiss the complaint, and on March 21, 2019, the parties completed briefing on the motion. On April 23, 2019, the parties filed a Stipulation and Proposed Order Voluntarily Discontinuing Action providing for the dismissal of the action with prejudice, which the court entered on April 29, 2019.

The defendants dispute the allegations in these actions and intend to defend the lawsuits vigorously. Given the stage of the proceedings, the Company is unable to provide an estimate of the reasonably possible loss or range of loss in respect of the complaints.

Stanford Financial Group

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

The 15 actions are as follows:

•

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

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

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

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

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

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

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

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

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

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

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

•

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

•

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

•

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

•

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

•

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

•

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

•

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

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

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

•

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

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

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

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

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

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, the settlement and the related bar orders described below, if upheld through any appeals, would enable the Company (a newly-combined firm) to conduct itself with the bar orders’ protection from the continued overhang of matters alleged to have occurred approximately a decade ago. Further, the Settlement Term Sheet provided that the parties understood and agreed that there is no admission of liability or wrongdoing by the Company. The Company expressly denies any liability or wrongdoing with respect to the matters alleged in the Stanford litigation.

On or about August 31, 2016, the parties to the settlement signed a formal Settlement Agreement memorializing the terms of the settlement as originally set forth in the Settlement Term Sheet. The parties to the Settlement Agreement are Ralph S. Janvey (in his capacity as the Court-appointed receiver (the ‘Receiver’) for The Stanford Financial Group and its affiliated entities in receivership (collectively, ‘Stanford’)), the Official Stanford Investors Committee, Samuel Troice, Martha Diaz, Paula Gilly-Flores, Punga Punga Financial, Ltd., Manuel Canabal, Daniel Gomez Ferreiro and Promotora Villa Marina, C.A. (collectively, ‘Plaintiffs’), on the one hand, and Willis Towers Watson Public Limited Company (formerly Willis Group Holdings Public Limited Company), Willis Limited, Willis North America Inc., Willis of Colorado, Inc. and the Willis associate referenced above (collectively, ‘Defendants’), on the other hand. Under the terms of the Settlement Agreement, the parties agreed to settle and dismiss the Janvey and Troice actions (collectively, the ‘Actions’) and all current or future claims arising from or related to Stanford in exchange for a one-time cash payment to the Receiver by the Company of $120 million 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 objected to the settlement, and a hearing to consider final approval of the settlement was held on January 20, 2017, after which the Court reserved decision. On August 23, 2017, the Court approved the settlement, including the bar orders. Several of the objectors appealed the settlement approval and bar orders to the Fifth Circuit. Oral argument on the appeals was heard on December 3, 2018, and, on July 22, 2019, the Fifth Circuit affirmed the approval of the settlement, including the bar orders. On August 5, 2019, certain of the plaintiff-appellants filed a petition for rehearing by the Fifth Circuit en banc (the ‘Petition’). On August 19, 2019, the Fifth Circuit requested a response to the Petition. On August 29, 2019, the Receiver filed a response to the Petition. The Petition currently remains pending.

The Company will not make the $120 million settlement payment until the settlement is not subject to any further appeal.

Aviation Broking Competition Investigations

In April 2017, the Financial Conduct Authority (‘FCA’) informed Willis Limited, our U.K. broking subsidiary, that it had opened a formal investigation into possible agreements/concerted practices in the aviation broking sector.

In October 2017, the European Commission (‘Commission’) disclosed to us that it has initiated civil investigation proceedings in respect of a suspected infringement of E.U. competition rules involving several broking firms, including our principal U.K. broking subsidiary and one of its parent entities. In particular, the Commission has stated that the civil proceedings concern the exchange of commercially sensitive information between competitors in relation to aviation and aerospace insurance and reinsurance broking products and services in the European Economic Area, as well as possible coordination between competitors. The initiation of proceedings does not mean there has been a finding of infringement, merely that the Commission will investigate the case. We are providing information to the Commission as requested.

When the Commission initiated these proceedings, the FCA closed its related competition investigation, but still retained jurisdiction over broking regulatory matters arising from this conduct. In early 2018, the FCA advised that it will not be taking enforcement action against Willis Limited in connection with any such broking regulatory matters.

In May 2018, the Korea Fair Trade Commission (‘KFTC’) disclosed to us that it is investigating alleged cartels in the insurance broking industry. The KFTC has since requested information related to, among other topics, the aviation and aerospace insurance brokerage market and exchanges of information between brokers about insurance policies.

In January 2019, the Brazil Conselho Administrativo de Defesa Economica (‘CADE’) launched an administrative proceeding to investigate alleged sharing of competitive and commercially sensitive information in the insurance and reinsurance brokerage industry for aviation and aerospace and related ancillary services. The CADE identified 11 entities under investigation, including Willis Group Limited, one of our U.K. subsidiaries.

Given the status of these investigations, the Company is currently unable to assess the terms on which they will be resolved, or any other regulatory matter or civil claims emanating from the conduct being investigated, will be resolved, and thus is unable to provide an estimate of the reasonably possible loss or range of loss.

U.K. Investment Consulting Investigation

In September 2017, the FCA announced that it would make a referral with respect to the investment consulting industry to the U.K. Competition & Markets Authority (the ‘CMA’).

The CMA released its final report on December 12, 2018, finding that there is an adverse effect on competition. To address these findings, the CMA has set out certain remedies, including mandatory tendering when trustees first purchase fiduciary management services, the reporting of investment performance to customers using a set of common standards, transparency in reporting of fees in fiduciary management and the expansion of the FCA’s regulatory perimeter to include the main activities of investment consultancy and fiduciary management providers. The Company is generally supportive of these proposed remedies. The CMA issued its final order setting out these remedies on June 10, 2019. The Company is now in the process of implementing these remedies. The costs associated with these remedies are not expected to have a material impact on the Company’s condensed consolidated financial statements.

Supplementary Information for Certain Balance Sheet Accounts

9 Months Ended

Sep. 30, 2019

Organization Consolidation And Presentation Of Financial Statements [Abstract]

Supplementary Information for Certain Balance Sheet Accounts

Note 14 — Supplementary Information for Certain Balance Sheet Accounts

Additional details of specific balance sheet accounts are detailed below.

Prepaid and other current assets consist of the following:

	September 30, 2019		December 31, 2018
Prepayments and accrued income	$	152	$	136
Deferred contract costs		70		102
Derivatives and investments		30		25
Deferred compensation plan assets		17		18
Retention incentives		14		5
Corporate income and other taxes		179		61
Restricted cash		7		—
Acquired renewal commissions receivable		29		—
Other current assets		89		57
Total prepaid and other current assets	$	587	$	404

Other non-current assets consist of the following:

	September 30, 2019		December 31, 2018
Prepayments and accrued income	$	12	$	14
Deferred contract costs		68		46
Deferred compensation plan assets		140		125
Deferred tax assets		68		59
Accounts receivable, net		20		20
Acquired renewal commissions receivable		130		—
Other investments		20		7
Insurance recovery receivables		119		86
Other non-current assets		124		110
Total other non-current assets	$	701	$	467

Deferred revenue and accrued expenses consist of the following:

	September 30, 2019		December 31, 2018
Accounts payable, accrued liabilities and deferred income	$	737	$	691
Accrued discretionary and incentive compensation		560		758
Accrued vacation		162		111
Other employee-related liabilities		62		87
Total deferred revenue and accrued expenses	$	1,521	$	1,647

Other current liabilities consist of the following:

	September 30, 2019		December 31, 2018
Accounts payable	$	145	$	163
Income and other taxes payable		165		129
Contingent and deferred consideration on acquisitions		17		61
Payroll-related liabilities		193		210
Derivatives		17		13
Third party commissions		186		169
Other current liabilities		78		119
Total other current liabilities	$	801	$	864

Provision for liabilities consists of the following:

	September 30, 2019		December 31, 2018
Claims, lawsuits and other proceedings	$	482	$	455
Other provisions		73		85
Total provision for liabilities	$	555	$	540

Other non-current liabilities consist of the following:

	September 30, 2019		December 31, 2018
Incentives from lessors	$	—	$	120
Deferred compensation plan liability		139		125
Contingent and deferred consideration on acquisitions		29		22
Liabilities for uncertain tax positions		49		46
Finance leases		23		26
Other non-current liabilities		74		90
Total other non-current liabilities	$	314	$	429

Accumulated Other Comprehensive Loss

9 Months Ended

Sep. 30, 2019

Equity [Abstract]

Accumulated Other Comprehensive Loss

Note 15 — Accumulated Other Comprehensive Loss

Changes in accumulated other comprehensive loss, net of non-controlling interests, and net of tax are provided in the following tables for the three and nine months ended September 30, 2019 and 2018. These tables exclude amounts attributable to non-controlling interests, which are not material for further disclosure.

	Foreign currency translation ⁽ⁱ⁾						Cash flow hedges⁽ⁱ⁾						Defined pension and post-retirement benefit costs ⁽ⁱⁱ⁾						Total
	2019			2018			2019			2018			2019			2018			2019			2018
Quarter-to-date activity:
Balance at June 30, 2019 and 2018, respectively	$	(626	)	$	(506	)	$	(4	)	$	(5	)	$	(1,363	)	$	(1,094	)	$	(1,993	)	$	(1,605	)
Other comprehensive (loss)/income before reclassifications		(120	)		(44	)		(5	)		(4	)		1			12			(124	)		(36	)
Loss reclassified from accumulated other comprehensive loss (net of income tax benefit of $2 and $9, respectively)		—			—			2			5			2			9			4			14
Net current-period other comprehensive (loss)/income		(120	)		(44	)		(3	)		1			3			21			(120	)		(22	)
Balance at September 30, 2019 and 2018, respectively	$	(746	)	$	(550	)	$	(7	)	$	(4	)	$	(1,360	)	$	(1,073	)	$	(2,113	)	$	(1,627	)

Year-to-date activity:
Balance at December 31, 2018 and 2017, respectively	$	(616	)	$	(365	)	$	(8	)	$	(10	)	$	(1,337	)	$	(1,138	)	$	(1,961	)	$	(1,513	)
Other comprehensive (loss)/income before reclassifications		(130	)		(185	)		(6	)		(15	)		5			46			(131	)		(154	)
Loss reclassified from accumulated other comprehensive loss (net of income tax benefit of $9 and $21, respectively)		—			—			7			21			8			19			15			40
Reclassification of tax effects per ASU 2018-02 ⁽ⁱⁱⁱ⁾		—			—			—			—			(36	)		—			(36	)		—
Net current-period other comprehensive (loss)/income		(130	)		(185	)		1			6			(23	)		65			(152	)		(114	)
Balance at September 30, 2019 and 2018, respectively	$	(746	)	$	(550	)	$	(7	)	$	(4	)	$	(1,360	)	$	(1,073	)	$	(2,113	)	$	(1,627	)

(i)

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

(ii)	Reclassification adjustments from accumulated other comprehensive loss are included in the computation of net periodic pension cost (see Note 11 — Retirement Benefits). These components are included in Other income, net in the accompanying condensed consolidated statements of comprehensive income.

(iii)

On January 1, 2019, in accordance with ASU 2018-02, we reclassified to Retained earnings $36 million of defined pension and postretirement costs, representing the ‘stranded’ tax effect of the change in the U.S. federal corporate tax rate resulting from U.S. Tax Reform. See Note 2 — Basis of Presentation and Recent Accounting Pronouncements for further information.

Earnings Per Share

9 Months Ended

Sep. 30, 2019

Earnings Per Share [Abstract]

Earnings Per Share

Note 16 — Earnings Per Share

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

At September 30, 2019 and 2018, there were 0.3 million and 0.5 million time-based share options; 0.3 million and 0.6 million performance-based options; 0.6 million and 0.8 million restricted performance-based stock units; and 0.5 million and 0.3 million performance-based phantom units outstanding, respectively. The Company’s restricted time-based stock units were immaterial at September 30, 2019; there were 0.1 million restricted time-based stock units outstanding at September 30, 2018.

Basic and diluted earnings per share are as follows:

	Three Months Ended September 30,					Nine Months Ended September 30,
	2019		2018			2019			2018
Net income attributable to Willis Towers Watson	$	75	$	44		$	500		$	317

Basic average number of shares outstanding		130		131			130			132
Dilutive effect of potentially issuable shares		—		1			—			—
Diluted average number of shares outstanding		130		132			130			132

Basic earnings per share	$	0.58	$	0.34		$	3.86		$	2.40
Dilutive effect of potentially issuable shares		—		(0.01	)		(0.02	)		(0.01	)
Diluted earnings per share	$	0.58	$	0.33		$	3.84		$	2.39

There were no anti-dilutive options or restricted stock units for the three and nine months ended September 30, 2019. For the three and nine months ended September 30, 2018, 0.3 million and 0.2 million restricted stock units, respectively, were not included in the computation of the dilutive effect of potentially issuable shares because their effect was anti-dilutive.

Financial Information for Issuers and Other Guarantor Subsidiaries

9 Months Ended

Sep. 30, 2019

Condensed Financial Information Of Parent Company Only Disclosure [Abstract]

Financial Information for Issuers and Other Guarantor Subsidiaries

Note 17 — Financial Information for Issuers and Other Guarantor Subsidiaries

As of September 30, 2019 Willis Towers Watson has issued the following debt securities (‘WTW Debt Securities’):

Willis Towers Watson plc (the parent company) has $500 million senior notes outstanding, which were issued on March 17, 2011;

Willis North America Inc. (‘Willis North America’) has approximately $2.7 billion senior notes outstanding, of which $650 million were issued on May 16, 2017, $1.0 billion were issued on September 10, 2018, and $1.0 billion were issued on September 10, 2019; and $200 million currently outstanding under a one-year unsecured term loan; and

Trinity Acquisition plc has approximately $2.1 billion senior notes outstanding, of which $525 million were issued on August 15, 2013, $1.0 billion were issued on March 22, 2016 and €540 million ($609 million) were issued on May 26, 2016, $267 million currently outstanding under a one-year unsecured term loan, and $90 million currently outstanding on a consolidated basis under the $1.25 billion revolving credit facility issued on March 7, 2017.

The notes issued by the Company are guaranteed by the following additional wholly owned subsidiaries on a joint and several basis: Willis Netherlands Holdings B.V., Willis Investment UK Holdings Limited, TA I Limited, Trinity Acquisition plc, Willis Group Limited, Willis North America, Willis Towers Watson Sub Holdings Unlimited Company and Willis Towers Watson UK Holdings Limited.

As a result of an internal tax reorganization, certain subsidiaries that were previously indirectly owned by Willis North America and Trinity Acquisition plc are no longer subsidiaries of these issuer and guarantor companies, however the subsidiaries remain indirect subsidiaries of both Willis Towers Watson plc and collectively the other guarantor companies, since the subsidiaries in question are now direct and indirect subsidiaries of TA I Limited. This reorganization did not change the Company’s guarantor structure and will result only in less equity income being recorded by both issuers going forward.

The notes issued by Willis North America are guaranteed on a joint and several basis by the Company and each of the subsidiaries that guarantees the Company notes, except for Willis North America itself.

The notes issued by Trinity Acquisition plc are guaranteed on a joint and several basis by the Company and each of the subsidiaries that guarantees the Company notes, except for Trinity Acquisition plc itself.

For the purposes of this footnote, the companies that guarantee the Company notes, the Willis North America notes and the Trinity Acquisition plc notes, other than Willis North America and Trinity Acquisition plc, are referred to as the ‘other guarantors.’

All intercompany receivables/payables have been presented in the condensed consolidating financial statements as non-current on a net presentation basis, rather than a gross basis, as this better reflects the nature of the intercompany positions and presents the funding or funded position that is due or owed. The equity method has been used for investments in subsidiaries in the condensed consolidating balance sheets of Willis Towers Watson plc, Willis North America, Trinity Acquisition plc and the other guarantors.

Presented below is condensed financial information for:

(i)

Willis Towers Watson plc, which is both an issuer and guarantor, on a parent company only basis;

(ii)

Willis North America, which is both an issuer and guarantor, on a company only basis;

(iii)

Trinity Acquisition plc, which is both an issuer and guarantor, on a company only basis;

(iv)

Other guarantors, which are all wholly owned direct or indirect subsidiaries of the parent, on a combined basis;

(v)

Non-guarantors, which are all wholly owned direct or indirect subsidiaries of the parent, on a combined basis;

(vi)

Eliminations, which are consolidating adjustments on a combined basis; and

(vii)

The consolidated Company.

Unaudited Condensed Consolidating Statement of Comprehensive Income

	Three months ended September 30, 2019
	Willis Towers Watson plc			Willis North America			Trinity Acquisition plc			Other guarantors			Non-guarantors			Eliminations			Consolidated
Revenue	$	—		$	11		$	—		$	—		$	1,978		$	—		$	1,989
Costs of providing services
Salaries and benefits		—			10			—			—			1,273			—			1,283
Other operating expenses		—			6			—			27			384			—			417
Depreciation		—			—			—			1			57			—			58
Amortization		—			—			—			1			118			(1	)		118
Transaction and integration expenses		—			7			—			—			(1	)		—			6
Total costs of providing services		—			23			—			29			1,831			(1	)		1,882
(Loss)/income from operations		—			(12	)		—			(29	)		147			1			107
Intercompany (expense)/income		—			(38	)		39			74			(75	)		—			—
Interest expense		(7	)		(25	)		(26	)		—			(4	)		—			(62	)
Other income, net		—			—			1			—			54			—			55
(LOSS)/INCOME FROM OPERATIONS BEFORE INCOME TAXES		(7	)		(75	)		14			45			122			1			100
Benefit from/(provision for) income taxes		—			16			(2	)		(12	)		(22	)		—			(20	)
Equity account for subsidiaries		82			21			(2	)		51			—			(152	)		—
NET INCOME/(LOSS)		75			(38	)		10			84			100			(151	)		80
Income attributable to non-controlling interests		—			—			—			—			(5	)		—			(5	)
NET INCOME/(LOSS) ATTRIBUTABLE TO WILLIS TOWERS WATSON	$	75		$	(38	)	$	10		$	84		$	95		$	(151	)	$	75

Comprehensive loss before non- controlling interests	$	(45	)	$	(74	)	$	(87	)	$	(35	)	$	(23	)	$	222		$	(42	)
Comprehensive income attributable to non- controlling interests		—			—			—			—			(3	)		—			(3	)
Comprehensive loss attributable to Willis Towers Watson	$	(45	)	$	(74	)	$	(87	)	$	(35	)	$	(26	)	$	222		$	(45	)

Unaudited Condensed Consolidating Statement of Comprehensive Income

	Three months ended September 30, 2018
	Willis Towers Watson plc			Willis North America			Trinity Acquisition plc			Other guarantors			Non-guarantors			Eliminations			Consolidated
Revenue	$	—		$	7		$	—		$	1		$	1,851		$	—		$	1,859
Costs of providing services
Salaries and benefits		1			15			—			1			1,221			—			1,238
Other operating expenses		1			7			—			34			332			—			374
Depreciation		—			—			—			1			52			—			53
Amortization		—			—			—			1			128			(2	)		127
Transaction and integration expenses		—			(1	)		—			—			51			—			50
Total costs of providing services		2			21			—			37			1,784			(2	)		1,842
(Loss)/income from operations		(2	)		(14	)		—			(36	)		67			2			17
Intercompany income/(expense)		—			4			33			58			(95	)		—			—
Interest expense		(7	)		(13	)		(28	)		—			(3	)		—			(51	)
Other income, net		—			—			—			—			70			—			70
(LOSS)/INCOME FROM OPERATIONS BEFORE INCOME TAXES		(9	)		(23	)		5			22			39			2			36
Benefit from/(provision for) income taxes		—			16			(1	)		(5	)		—			—			10
Equity account for subsidiaries		53			(8	)		(22	)		33			—			(56	)		—
NET INCOME/(LOSS)		44			(15	)		(18	)		50			39			(54	)		46
Income attributable to non-controlling interests		—			—			—			—			(2	)		—			(2	)
NET INCOME/(LOSS) ATTRIBUTABLE TO WILLIS TOWERS WATSON	$	44		$	(15	)	$	(18	)	$	50		$	37		$	(54	)	$	44

Comprehensive income/(loss) before non- controlling interests	$	22		$	(18	)	$	(41	)	$	29		$	22		$	10		$	24
Comprehensive income attributable to non- controlling interests		—			—			—			—			(2	)		—			(2	)
Comprehensive income/(loss) attributable to Willis Towers Watson	$	22		$	(18	)	$	(41	)	$	29		$	20		$	10		$	22

Unaudited Condensed Consolidating Statement of Comprehensive Income

	Nine months ended September 30, 2019
	Willis Towers Watson plc			Willis North America			Trinity Acquisition plc			Other guarantors			Non-guarantors			Eliminations			Consolidated
Revenue	$	—		$	36		$	—		$	—		$	6,313		$	—		$	6,349
Costs of providing services
Salaries and benefits		2			43			—			—			3,864			—			3,909
Other operating expenses		2			22			—			86			1,137			—			1,247
Depreciation		—			—			—			2			169			—			171
Amortization		—			—			—			2			368			(2	)		368
Transaction and integration expenses		—			9			—			—			3			—			12
Total costs of providing services		4			74			—			90			5,541			(2	)		5,707
(Loss)/income from operations		(4	)		(38	)		—			(90	)		772			2			642
Intercompany (expense)/income		—			(61	)		88			199			(226	)		—			—
Interest expense		(22	)		(69	)		(72	)		—			(9	)		—			(172	)
Other income, net		—			—			1			—			176			—			177
(LOSS)/INCOME FROM OPERATIONS BEFORE INCOME TAXES		(26	)		(168	)		17			109			713			2			647
Benefit from/(provision for) income taxes		—			35			(3	)		(26	)		(131	)		—			(125	)
Equity account for subsidiaries		526			132			289			431			—			(1,378	)		—
NET INCOME/(LOSS)		500			(1	)		303			514			582			(1,376	)		522
Income attributable to non-controlling interests		—			—			—			—			(22	)		—			(22	)
NET INCOME/(LOSS) ATTRIBUTABLE TO WILLIS TOWERS WATSON	$	500		$	(1	)	$	303		$	514		$	560		$	(1,376	)	$	500

Comprehensive income/(loss) before non- controlling interests	$	384		$	(32	)	$	210		$	400		$	452		$	(1,009	)	$	405
Comprehensive income attributable to non- controlling interests		—			—			—			—			(21	)		—			(21	)
Comprehensive income/(loss) attributable to Willis Towers Watson	$	384		$	(32	)	$	210		$	400		$	431		$	(1,009	)	$	384

Unaudited Condensed Consolidating Statement of Comprehensive Income

	Nine months ended September 30, 2018
	Willis Towers Watson plc			Willis North America			Trinity Acquisition plc			Other guarantors			Non-guarantors			Eliminations			Consolidated
Revenue	$	—		$	14		$	—		$	—		$	6,127		$	—		$	6,141
Costs of providing services
Salaries and benefits		2			51			—			—			3,837			—			3,890
Other operating expenses		3			32			—			128			1,040			—			1,203
Depreciation		—			—			—			3			150			—			153
Amortization		—			—			—			2			408			(2	)		408
Transaction and integration expenses		—			4			—			1			143			—			148
Total costs of providing services		5			87			—			134			5,578			(2	)		5,802
(Loss)/income from operations		(5	)		(73	)		—			(134	)		549			2			339
Intercompany (expense)/income		—			(10	)		93			247			(330	)		—			—
Interest expense		(22	)		(35	)		(82	)		—			(15	)		—			(154	)
Other income, net		—			—			—			2			187			—			189
(LOSS)/INCOME FROM OPERATIONS BEFORE INCOME TAXES		(27	)		(118	)		11			115			391			2			374
Benefit from/(provision for) income taxes		—			29			(2	)		(21	)		(48	)		—			(42	)
Equity account for subsidiaries		344			(50	)		112			240			—			(646	)		—
NET INCOME/(LOSS)		317			(139	)		121			334			343			(644	)		332
Income attributable to non-controlling interests		—			—			—			—			(15	)		—			(15	)
NET INCOME/(LOSS) ATTRIBUTABLE TO WILLIS TOWERS WATSON	$	317		$	(139	)	$	121		$	334		$	328		$	(644	)	$	317

Comprehensive income/(loss) before non- controlling interests	$	203		$	(193	)	$	7		$	220		$	223		$	(242	)	$	218
Comprehensive income attributable to non- controlling interests		—			—			—			—			(15	)		—			(15	)
Comprehensive income/(loss) attributable to Willis Towers Watson	$	203		$	(193	)	$	7		$	220		$	208		$	(242	)	$	203

Unaudited Condensed Consolidating Balance Sheet

	As of September 30, 2019
	Willis Towers Watson plc		Willis North America		Trinity Acquisition plc		Other guarantors		Non-guarantors		Eliminations			Consolidated
ASSETS
Cash and cash equivalents	$	—	$	—	$	—	$	—	$	867	$	—		$	867
Fiduciary assets		—		—		—		—		13,779		—			13,779
Accounts receivable, net		—		27		—		—		2,139		1			2,167
Prepaid and other current assets		—		378		—		10		426		(227	)		587
Total current assets		—		405		—		10		17,211		(226	)		17,400
Intercompany receivables, net		4,622		—		1,462		—		—		(6,084	)		—
Fixed assets, net		—		—		—		17		946		—			963
Goodwill		—		—		—		—		11,187		—			11,187
Other intangible assets, net		—		—		—		56		3,561		(56	)		3,561
Right-of-use assets		—		—		—		—		959		—			959
Pension benefits assets		—		—		—		—		932		—			932
Other non-current assets		—		139		2		47		630		(117	)		701
Total non-current assets		4,622		139		1,464		120		18,215		(6,257	)		18,303
Investments in subsidiaries		5,860		8,117		2,695		7,334		—		(24,006	)		—
TOTAL ASSETS	$	10,482	$	8,661	$	4,159	$	7,464	$	35,426	$	(30,489	)	$	35,703
LIABILITIES AND EQUITY
Fiduciary liabilities	$	—	$	—	$	—	$	—	$	13,779	$	—		$	13,779
Deferred revenue and accrued expenses		—		3		—		2		1,516		—			1,521
Current debt		—		196		267		—		21		—			484
Current lease liabilities		—		—		—		—		151		—			151
Other current liabilities		97		28		16		17		822		(179	)		801
Total current liabilities		97		227		283		19		16,289		(179	)		16,736
Intercompany payables, net		—		1,017		—		4,184		883		(6,084	)		—
Long-term debt		498		2,714		2,099		—		70		—			5,381
Liability for pension benefits		—		—		—		—		1,039		—			1,039
Deferred tax liabilities		—		—		—		—		807		(117	)		690
Provision for liabilities		—		120		—		—		435		—			555
Long-term lease liabilities		—		—		—		—		957		—			957
Other non-current liabilities		—		18		—		5		291		—			314
Total non-current liabilities		498		3,869		2,099		4,189		4,482		(6,201	)		8,936
TOTAL LIABILITIES		595		4,096		2,382		4,208		20,771		(6,380	)		25,672
REDEEMABLE NON-CONTROLLING INTEREST		—		—		—		—		30		—			30
EQUITY
Total Willis Towers Watson shareholders’ equity		9,887		4,565		1,777		3,256		14,511		(24,109	)		9,887
Non-controlling interests		—		—		—		—		114		—			114
Total equity		9,887		4,565		1,777		3,256		14,625		(24,109	)		10,001
TOTAL LIABILITIES AND EQUITY	$	10,482	$	8,661	$	4,159	$	7,464	$	35,426	$	(30,489	)	$	35,703

Unaudited Condensed Consolidating Balance Sheet

	As of December 31, 2018
	Willis Towers Watson plc		Willis North America		Trinity Acquisition plc		Other guarantors		Non-guarantors		Eliminations			Consolidated
ASSETS
Cash and cash equivalents	$	—	$	—	$	—	$	—	$	1,033	$	—		$	1,033
Fiduciary assets		—		—		—		—		12,604		—			12,604
Accounts receivable, net		—		24		—		—		2,355		—			2,379
Prepaid and other current assets		—		311		1		33		357		(298	)		404
Total current assets		—		335		1		33		16,349		(298	)		16,420
Intercompany receivables, net		4,755		—		1,355		—		—		(6,110	)		—
Fixed assets, net		—		—		—		16		926		—			942
Goodwill		—		—		—		—		10,465		—			10,465
Other intangible assets, net		—		—		—		58		3,318		(58	)		3,318
Pension benefits assets		—		—		—		—		773		—			773
Other non-current assets		—		92		2		49		452		(128	)		467
Total non-current assets		4,755		92		1,357		123		15,934		(6,296	)		15,965
Investments in subsidiaries		5,691		6,649		2,677		8,108		—		(23,125	)		—
TOTAL ASSETS	$	10,446	$	7,076	$	4,035	$	8,264	$	32,283	$	(29,719	)	$	32,385
LIABILITIES AND EQUITY
Fiduciary liabilities	$	—	$	—	$	—	$	—	$	12,604	$	—		$	12,604
Deferred revenue and accrued expenses		1		2		—		3		1,641		—			1,647
Current debt		—		186		—		—		—		—			186
Other current liabilities		95		38		33		13		935		(250	)		864
Total current liabilities		96		226		33		16		15,180		(250	)		15,301
Intercompany payables, net		—		902		—		4,691		517		(6,110	)		—
Long-term debt		498		1,635		2,256		—		—		—			4,389
Liability for pension benefits		—		—		—		—		1,170		—			1,170
Deferred tax liabilities		—		—		—		—		688		(129	)		559
Provision for liabilities		—		120		—		—		420		—			540
Other non-current liabilities		—		13		—		5		411		—			429
Total non-current liabilities		498		2,670		2,256		4,696		3,206		(6,239	)		7,087
TOTAL LIABILITIES		594		2,896		2,289		4,712		18,386		(6,489	)		22,388
REDEEMABLE NON-CONTROLLING INTEREST		—		—		—		—		26		—			26
EQUITY
Total Willis Towers Watson shareholders’ equity		9,852		4,180		1,746		3,552		13,752		(23,230	)		9,852
Non-controlling interests		—		—		—		—		119		—			119
Total equity		9,852		4,180		1,746		3,552		13,871		(23,230	)		9,971
TOTAL LIABILITIES AND EQUITY	$	10,446	$	7,076	$	4,035	$	8,264	$	32,283	$	(29,719	)	$	32,385

Unaudited Condensed Consolidating Statement of Cash Flows

	Nine months ended September 30, 2019
	Willis Towers Watson plc			Willis North America			Trinity Acquisition plc			Other guarantors			Non-guarantors			Eliminations			Consolidated
NET CASH FROM/(USED IN) OPERATING ACTIVITIES	$	232		$	(76	)	$	(114	)	$	369		$	209		$	—		$	620
CASH FLOWS FROM/(USED IN) INVESTING ACTIVITIES
Additions to fixed assets and software for internal use		—			—			—			(2	)		(173	)		—			(175	)
Capitalized software costs		—			—			—			—			(43	)		—			(43	)
Acquisitions of operations, net of cash acquired		—			(1,312	)		—			—			(12	)		—			(1,324	)
Net proceeds from sale of operations		—			—			—			—			17			—			17
Other, net		—			—			—			—			(6	)		—			(6	)
Proceeds from/(repayments of) intercompany investing activities, net		129			137			(809	)		230			306			7			—
Net cash from/(used in) investing activities	$	129		$	(1,175	)	$	(809	)	$	228		$	89		$	7		$	(1,531	)
CASH FLOWS (USED IN)/FROM FINANCING ACTIVITIES
Net borrowings/(payments) on revolving credit facility		—			90			(131	)		—			—			—			(41	)
Senior notes issued		—			997			—			—			—			—			997
Proceeds from issuance of other debt		—			600			500			—			—			—			1,100
Debt issuance costs		—			(13	)		—			—			—			—			(13	)
Repayments of debt		—			(587	)		(234	)		—			(4	)		—			(825	)
Repurchase of shares		(147	)		—			—			—			—			—			(147	)
Proceeds from issuance of shares		31			—			—			—			—			—			31
Payments of deferred and contingent consideration related to acquisitions		—			—			—			—			(47	)		—			(47	)
Cash paid for employee taxes on withholding shares		—			—			—			—			(14	)		—			(14	)
Dividends paid		(245	)		—			—			—			—			—			(245	)
Acquisitions of and dividends paid to non- controlling interests		—			—			—			—			(22	)		—			(22	)
Proceeds from/(repayments of) intercompany financing activities, net		—			164			788			(597	)		(348	)		(7	)		—
Net cash (used in)/from financing activities	$	(361	)	$	1,251		$	923		$	(597	)	$	(435	)	$	(7	)	$	774
DECREASE IN CASH, CASH EQUIVALENTS AND RESTRICTED CASH		—			—			—			—			(137	)		—			(137	)
Effect of exchange rate changes on cash, cash equivalents and restricted cash		—			—			—			—			(22	)		—			(22	)
CASH AND CASH EQUIVALENTS, BEGINNING OF PERIOD ⁽ⁱ⁾		—			—			—			—			1,033			—			1,033
CASH, CASH EQUIVALENTS AND RESTRICTED CASH, END OF PERIOD ⁽ⁱ⁾	$	—		$	—		$	—		$	—		$	874		$	—		$	874

(i) As a result of the acquired TRANZACT collateralized facility (see Note 9 — Debt), cash, cash equivalents and restricted cash at the end of the period included $7 million of restricted cash at September 30, 2019, which is included within prepaid and other current assets on our condensed consolidated balance sheet. There were no restricted cash amounts held at December 31, 2018.

Unaudited Condensed Consolidating Statement of Cash Flows

	Nine months ended September 30, 2018
	Willis Towers Watson plc			Willis North America			Trinity Acquisition plc			Other guarantors			Non-guarantors			Eliminations			Consolidated
NET CASH FROM/(USED IN) OPERATING ACTIVITIES	$	637		$	(42	)	$	428		$	(37	)	$	382		$	(652	)	$	716
CASH FLOWS (USED IN)/FROM INVESTING ACTIVITIES
Additions to fixed assets and software for internal use		—			—			—			(3	)		(206	)		—			(209	)
Capitalized software costs		—			—			—			—			(41	)		—			(41	)
Acquisitions of operations, net of cash acquired		—			—			—			—			(8	)		—			(8	)
Net proceeds from sale of operations		—			—			—			—			4			—			4
Other, net		—			—			—			—			14			—			14
(Repayments of)/proceeds from intercompany investing activities, net		(30	)		2			(42	)		101			(276	)		245			—
Net cash (used in)/from investing activities	$	(30	)	$	2		$	(42	)	$	98		$	(513	)	$	245		$	(240	)
CASH FLOWS (USED IN)/FROM FINANCING ACTIVITIES
Net payments on revolving credit facility		—			(143	)		(511	)		—			—			—			(654	)
Senior notes issued		—			998			—			—			—			—			998
Debt issuance costs		—			(8	)		—			—			—			—			(8	)
Repayments of debt		—			—			—			—			(170	)		—			(170	)
Repurchase of shares		(401	)		—			—			—			—			—			(401	)
Proceeds from issuance of shares		21			—			—			—			—			—			21
Payments of deferred and contingent consideration related to acquisitions		—			—			—			—			(50	)		—			(50	)
Cash paid for employee taxes on withholding shares		—			—			—			—			(30	)		—			(30	)
Dividends paid		(228	)		—			(332	)		(151	)		(169	)		652			(228	)
Acquisitions of and dividends paid to non- controlling interests		—			—			—			—			(20	)		—			(20	)
(Repayments of)/proceeds from intercompany financing activities, net		(1	)		(807	)		457			89			507			(245	)		—
Net cash (used in)/from financing activities	$	(609	)	$	40		$	(386	)	$	(62	)	$	68		$	407		$	(542	)
DECREASE IN CASH AND CASH EQUIVALENTS		(2	)		—			—			(1	)		(63	)		—			(66	)
Effect of exchange rate changes on cash and cash equivalents		—			—			—			—			(33	)		—			(33	)
CASH AND CASH EQUIVALENTS, BEGINNING OF PERIOD		2			—			—			1			1,027			—			1,030
CASH AND CASH EQUIVALENTS, END OF PERIOD	$	—		$	—		$	—		$	—		$	931		$	—		$	931

Basis of Presentation and Recent Accounting Pronouncements (Policies)

9 Months Ended

Sep. 30, 2019

Accounting Policies [Abstract]

Basis of Presentation

Recent Accounting Pronouncements

Not Yet Adopted

•

Adopted

Leases

Our leases generally do not subject us to restrictive covenants and contain no residual value guarantees.

Revenue Recognition

Basis of Presentation, Significant Accounting Policies and Recent Accounting Pronouncements (Policies)

9 Months Ended

Sep. 30, 2019

Accounting Policies [Abstract]

Fair Value of Financial Instruments

•

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.

•

Acquisitions (Tables)

9 Months Ended

Sep. 30, 2019

TRANZACT Acquisition [Member]

Summary of Preliminary Fair Values of Identifiable Assets Acquired and Liabilities Assumed

A summary of the preliminary fair values of the identifiable assets acquired, and liabilities assumed, of TRANZACT at July 30, 2019 are summarized in the following table.

Cash and cash equivalents	$	7
Restricted cash		2
Accounts receivable, net		3
Renewal commissions receivable, current ⁽ⁱ⁾		34
Prepaid and other current assets		19
Renewal commissions receivable, non-current ⁽ⁱ⁾		130
Fixed assets		9
Intangible assets		646
Goodwill		785
Right-of-use assets		19
Other non-current assets		2
Collateralized facility ⁽ⁱⁱ⁾		(91	)
Other current liabilities		(52	)
Deferred tax liabilities, net		(165	)
Lease liabilities		(19	)
Net assets acquired	$	1,329

______________

(i)

(ii)	See Note 9 — Debt for a description of the acquired collateralized facility debt.

Revenue (Tables)

9 Months Ended

Sep. 30, 2019

Revenue From Contract With Customer [Abstract]

Disaggregation of Revenue

The following tables present revenue by service offering and segment, as well as reconciliations to total revenue for the three and nine months ended September 30, 2019 and 2018. Along with reimbursable expenses and other, total revenue by service offering represents our revenue from customer contracts.

	Three Months Ended September 30,
	HCB				CRB				IRR				BDA				Corporate ⁽ⁱⁱ⁾					Total
	2019		2018		2019		2018		2019		2018		2019		2018		2019		2018			2019		2018
Broking	$	58	$	54	$	589	$	554	$	175	$	166	$	55	$	4	$	—	$	—		$	877	$	778
Consulting ⁽ⁱ⁾		545		536		30		37		98		102		—		—		3		3			676		678
Outsourced administration ⁽ⁱ⁾		122		116		17		14		3		—		124		123		—		—			266		253
Other ⁽ⁱ⁾		79		67		1		1		44		38		—		—		1		1			125		107
Total revenue by service offering		804		773		637		606		320		306		179		127		4		4			1,944		1,816
Reimbursable expenses and other ⁽ⁱⁱ⁾		15		14		—		—		2		2		2		1		3		(7	)		22		10
Total revenue from customer contracts	$	819	$	787	$	637	$	606	$	322	$	308	$	181	$	128	$	7	$	(3	)	$	1,966	$	1,826
Interest and other income ⁽ⁱⁱⁱ⁾		3		5		14		16		5		11		—		—		1		1			23		33
Total revenue	$	822	$	792	$	651	$	622	$	327	$	319	$	181	$	128	$	8	$	(2	)	$	1,989	$	1,859

	Nine Months Ended September 30,
	HCB				CRB				IRR				BDA				Corporate ⁽ⁱⁱ⁾					Total
	2019		2018		2019		2018		2019		2018		2019		2018		2019		2018			2019		2018
Broking	$	195	$	191	$	1,882	$	1,828	$	829	$	781	$	67	$	12	$	—	$	—		$	2,973	$	2,812
Consulting ⁽ⁱ⁾		1,696		1,671		97		120		312		326		—		—		9		9			2,114		2,126
Outsourced administration ⁽ⁱ⁾		346		364		57		53		8		—		373		356		—		—			784		773
Other ⁽ⁱ⁾		182		150		3		6		154		142		—		—		3		4			342		302
Total revenue by service offering		2,419		2,376		2,039		2,007		1,303		1,249		440		368		12		13			6,213		6,013
Reimbursable expenses and other ⁽ⁱⁱ⁾		44		45		—		—		6		5		7		5		12		(2	)		69		53
Total revenue from customer contracts	$	2,463	$	2,421	$	2,039	$	2,007	$	1,309	$	1,254	$	447	$	373	$	24	$	11		$	6,282	$	6,066
Interest and other income ⁽ⁱⁱⁱ⁾		14		14		30		29		20		27		—		—		3		5			67		75
Total revenue	$	2,477	$	2,435	$	2,069	$	2,036	$	1,329	$	1,281	$	447	$	373	$	27	$	16		$	6,349	$	6,141

______________

(i)

(ii)	Reimbursable expenses and other, as well as Corporate revenue, are excluded from segment revenue, but included in total revenue on the condensed consolidated statements of comprehensive income.

(iii)

	Three Months Ended September 30,
	HCB				CRB				IRR				BDA				Corporate				Total
	2019		2018		2019		2018		2019		2018		2019		2018		2019		2018		2019		2018
North America	$	482	$	466	$	288	$	266	$	88	$	83	$	179	$	127	$	4	$	4	$	1,041	$	946
Great Britain		116		113		139		137		147		139		—		—		—		—		402		389
Western Europe		123		121		105		96		47		47		—		—		—		—		275		264
International		83		73		105		107		38		37		—		—		—		—		226		217
Total revenue by geography	$	804	$	773	$	637	$	606	$	320	$	306	$	179	$	127	$	4	$	4	$	1,944	$	1,816

	Nine Months Ended September 30,
	HCB				CRB				IRR				BDA				Corporate				Total
	2019		2018		2019		2018		2019		2018		2019		2018		2019		2018		2019		2018
North America	$	1,431	$	1,395	$	782	$	740	$	369	$	341	$	440	$	368	$	12	$	13	$	3,034	$	2,857
Great Britain		354		362		453		455		643		616		—		—		—		—		1,450		1,433
Western Europe		402		399		472		456		167		169		—		—		—		—		1,041		1,024
International		232		220		332		356		124		123		—		—		—		—		688		699
Total revenue by geography	$	2,419	$	2,376	$	2,039	$	2,007	$	1,303	$	1,249	$	440	$	368	$	12	$	13	$	6,213	$	6,013

Contract with Customer, Asset and Liability

	September 30, 2019		December 31, 2018
Billed receivables, net of allowance for doubtful accounts of $40 million and $40 million	$	1,638	$	1,702
Unbilled receivables		383		356
Current contract assets		146		321
Accounts receivable, net	$	2,167	$	2,379
Non-current accounts receivable, net	$	20	$	20
Non-current contract assets	$	20	$	3
Deferred revenue	$	481	$	448

Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction

In addition, in accordance with ASC 606, the Company has elected not to disclose the remaining performance obligations when one or both of the following circumstances apply:

•

Performance obligations which are part of a contract that has an original expected duration of less than one year, and

•

Performance obligations satisfied in accordance with ASC 606-10-55-18 (‘right to invoice’).

		Remainder of 2019				2020				2021 onward				Total
Revenue expected to be recognized on contracts as of September 30, 2019		$	142			$	426			$	602			$	1,170

Segment Information (Tables)

9 Months Ended

Sep. 30, 2019

Segment Reporting [Abstract]

Schedule of Segment Reporting Information, by Segment

The following table presents segment revenue and segment operating income for our reportable segments for the three months ended September 30, 2019 and 2018.

	Three Months Ended September 30,
	HCB				CRB				IRR				BDA						Total
	2019		2018		2019		2018		2019		2018		2019			2018			2019		2018
Segment revenue	$	807	$	778	$	651	$	622	$	325	$	317	$	179		$	127		$	1,962	$	1,844

Segment operating income/(loss)	$	214	$	194	$	81	$	66	$	31	$	29	$	(21	)	$	(33	)	$	305	$	256

The following table presents segment revenue and segment operating income for our reportable segments for the nine months ended September 30, 2019 and 2018.

	Nine Months Ended September 30,
	HCB				CRB				IRR				BDA						Total
	2019		2018		2019		2018		2019		2018		2019			2018			2019		2018
Segment revenue	$	2,433	$	2,390	$	2,069	$	2,036	$	1,323	$	1,276	$	440		$	368		$	6,265	$	6,070

Segment operating income/(loss)	$	587	$	536	$	312	$	288	$	392	$	379	$	(67	)	$	(96	)	$	1,224	$	1,107

Net Operating Income of the Reported Segments

	Three Months Ended September 30,						Nine Months Ended September 30,
	2019			2018			2019			2018
Revenue:
Total segment revenue	$	1,962		$	1,844		$	6,265		$	6,070
Reimbursable expenses and other		27			15			84			71
Revenue	$	1,989		$	1,859		$	6,349		$	6,141

Total segment operating income	$	305		$	256		$	1,224		$	1,107
Amortization		(118	)		(127	)		(368	)		(408	)
Transaction and integration expenses		(6	)		(50	)		(12	)		(148	)
Unallocated, net ⁽ⁱ⁾		(74	)		(62	)		(202	)		(212	)
Income from operations		107			17			642			339
Interest expense		(62	)		(51	)		(172	)		(154	)
Other income, net		55			70			177			189
Income from operations before income taxes	$	100		$	36		$	647		$	374

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

Goodwill and Other Intangible Assets (Tables)

9 Months Ended

Sep. 30, 2019

Goodwill And Intangible Assets Disclosure [Abstract]

Components of Goodwill

The components of goodwill are outlined below for the nine months ended September 30, 2019:

	HCB			CRB			IRR			BDA		Total
Balance at December 31, 2018:
Goodwill, gross	$	4,300		$	2,308		$	1,792		$	2,557	$	10,957
Accumulated impairment losses		(130	)		(362	)		—			—		(492	)
Goodwill, net - December 31, 2018		4,170			1,946			1,792			2,557		10,465
Goodwill acquired during the period		—			—			9			785		794
Goodwill disposed of during the period		—			(6	)		—			—		(6	)
Acquisition accounting adjustment		—			—			2			—		2
Foreign exchange		(33	)		(28	)		(7	)		—		(68	)
Balance at September 30, 2019:
Goodwill, gross		4,267			2,274			1,796			3,342		11,679
Accumulated impairment losses		(130	)		(362	)		—			—		(492	)
Goodwill, net - September 30, 2019	$	4,137		$	1,912		$	1,796		$	3,342	$	11,187

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

The following table reflects changes in the net carrying amounts of the components of finite-lived intangible assets for the nine months ended September 30, 2019:

	Balance at December 31, 2018		ASC 842 reclassification ⁽ⁱ⁾			Intangible assets acquired ⁽ⁱⁱ⁾		Intangible assets disposed			Amortization			Foreign exchange			Balance at September 30, 2019
Client relationships	$	1,986	$	—		$	625	$	(8	)	$	(235	)	$	(20	)	$	2,348
Management contracts		48		—			—		—			(2	)		(4	)		42
Software		328		—			—		(1	)		(95	)		(1	)		231
Trademark and trade name		920		—			—		—			(33	)		(3	)		884
Product and domain name		27		—			34		—			(3	)		(2	)		56
Favorable agreements		9		(9	)		—		—			—			—			—
Total amortizable intangible assets	$	3,318	$	(9	)	$	659	$	(9	)	$	(368	)	$	(30	)	$	3,561

__________________

(i) On January 1, 2019, in accordance with ASC 842, we reclassified our favorable lease agreement assets to right-of-use assets within our condensed consolidated balance sheet.

(ii) Includes $612 million and $34 million of client relationship and domain name intangible assets, respectively, associated with our acquisition of TRANZACT.

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

The following table reflects the carrying value of finite-lived intangible assets and liabilities at September 30, 2019 and December 31, 2018:

	September 30, 2019					December 31, 2018
	Gross carrying amount		Accumulated amortization			Gross carrying amount		Accumulated amortization
Client relationships	$	3,972	$	(1,624	)	$	3,401	$	(1,415	)
Management contracts		57		(15	)		63		(15	)
Software		743		(512	)		749		(421	)
Trademark and trade name		1,050		(166	)		1,052		(132	)
Product and domain name		68		(12	)		36		(9	)
Favorable agreements ⁽ⁱ⁾		—		—			14		(5	)
Other		—		—			3		(3	)
Total finite-lived assets	$	5,890	$	(2,329	)	$	5,318	$	(2,000	)

Unfavorable agreements ⁽ⁱ⁾	$	—	$	—		$	34	$	(13	)
Total finite-lived intangible liabilities	$	—	$	—		$	34	$	(13	)

__________________

Schedule of Finite-Lived Intangible Assets, Future Amortization Expense

The table below reflects the future estimated amortization expense for amortizable intangible assets for the remainder of 2019 and for subsequent years:

	Amortization
Remainder of 2019	$	119
2020		447
2021		372
2022		313
2023		265
Thereafter		2,045
Total	$	3,561

Derivative Financial Instruments (Tables)

9 Months Ended

Sep. 30, 2019

Derivative Instruments And Hedging Activities Disclosure [Abstract]

Schedule of Derivative Instruments Designated As Hedging Instrument Effect on Condensed Consolidated Statements of Comprehensive Income

	Loss recognized in OCI (effective element)
	Three months ended September 30,						Nine months ended September 30,
	2019			2018			2019			2018
Forward exchange contracts	$	(8	)	$	(5	)	$	(10	)	$	(14	)

Location of loss reclassified from Accumulated OCL into income (effective element)	Loss reclassified from Accumulated OCL into income (effective element)
	Three months ended September 30,						Nine months ended September 30,
	2019			2018			2019			2018
Revenue	$	(1	)	$	—		$	(3	)	$	—
Salaries and benefits		(1	)		—			(5	)		—
Other income, net		—			(6	)		—			(24	)
	$	(2	)	$	(6	)	$	(8	)	$	(24	)

Schedule Of Derivative Instruments, Effect on Condensed Consolidated Statements of Comprehensive Income

		Gain/(loss) recognized in income
		Three Months Ended September 30,					Nine Months Ended September 30,
Derivatives not designated as hedging instruments:	Location of gain/(loss) recognized in income	2019		2018			2019		2018
Forward exchange contracts	Other income, net	$	6	$	(1	)	$	2	$	(4	)

Debt (Tables)

9 Months Ended

Sep. 30, 2019

Debt Disclosure [Abstract]

Schedule of Current and Long-term Debt

Current debt consists of the following:

	September 30, 2019		December 31, 2018
Term loan due 2020	$	463	$	—
Current portion of collateralized facility		21		—
7.000% senior notes due 2019		—		186
	$	484	$	186

Long-term debt consists of the following:

	September 30, 2019		December 31, 2018
Revolving $1.25 billion credit facility	$	90	$	130
Collateralized facility		69		—
5.750% senior notes due 2021		498		498
3.500% senior notes due 2021		448		448
2.125% senior notes due 2022⁽ⁱ⁾		587		615
4.625% senior notes due 2023		248		248
3.600% senior notes due 2024		646		645
4.400% senior notes due 2026		546		544
4.500% senior notes due 2028		595		595
2.950% senior notes due 2029		446		—
6.125% senior notes due 2043		271		271
5.050% senior notes due 2048		395		395
3.875% senior notes due 2049		542		—
	$	5,381	$	4,389

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

Fair Value Measurements (Tables)

9 Months Ended

Sep. 30, 2019

Fair Value Disclosures [Abstract]

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

The following tables present our assets and liabilities measured at fair value on a recurring basis at September 30, 2019 and December 31, 2018:

		Fair Value Measurements on a Recurring Basis at September 30, 2019
	Balance Sheet Location	Level 1		Level 2		Level 3		Total
Assets:
Available-for-sale securities:
Mutual funds / exchange traded funds	Prepaid and other current assets and other non-current assets	$	19	$	—	$	—	$	19
Derivatives:
Derivative financial instruments ⁽ⁱ⁾	Prepaid and other current assets and other non-current assets	$	—	$	9	$	—	$	9
Liabilities:
Contingent consideration:
Contingent consideration ⁽ⁱⁱ⁾	Other current liabilities and other non-current liabilities	$	—	$	—	$	9	$	9
Derivatives:
Derivative financial instruments ⁽ⁱ⁾	Other current liabilities and other non-current liabilities	$	—	$	22	$	—	$	22

		Fair Value Measurements on a Recurring Basis at December 31, 2018
	Balance Sheet Location	Level 1		Level 2		Level 3		Total
Assets:
Available-for-sale securities:
Mutual funds / exchange traded funds	Prepaid and other current assets and other non-current assets	$	18	$	—	$	—	$	18
Derivatives:
Derivative financial instruments ⁽ⁱ⁾	Prepaid and other current assets and other non-current assets	$	—	$	5	$	—	$	5
Liabilities:
Contingent consideration:
Contingent consideration ⁽ⁱⁱ⁾	Other current liabilities and other non-current liabilities	$	—	$	—	$	51	$	51
Derivatives:
Derivative financial instruments ⁽ⁱ⁾	Other current liabilities and other non-current liabilities	$	—	$	17	$	—	$	17

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

(ii)

Schedule of Change in Fair Value of Level 3 Liabilities

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

Fair Value Measurements Using Significant Unobservable Inputs (Level 3)	September 30, 2019
Balance at December 31, 2018	$	51
Obligations assumed		8
Payments		(46	)
Realized and unrealized gains		(5	)
Foreign exchange		1
Balance at September 30, 2019	$	9

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

The following tables present our liabilities not measured at fair value on a recurring basis at September 30, 2019 and December 31, 2018:

	September 30, 2019				December 31, 2018
	Carrying Value		Fair Value		Carrying Value		Fair Value
Liabilities:
Current debt	$	484	$	488	$	186	$	191
Long-term debt	$	5,381	$	5,764	$	4,389	$	4,458

Retirement Benefits (Tables)

9 Months Ended

Sep. 30, 2019

Compensation And Retirement Disclosure [Abstract]

Schedule of Net Periodic Benefit Cost

	Three Months Ended September 30,
	2019												2018
	U.S.			U.K.			Other			PRW			U.S.			U.K.			Other			PRW
Service cost	$	17		$	3		$	5		$	—		$	17		$	4		$	6		$	—
Interest cost		39			23			5			—			35			24			4			1
Expected return on plan assets		(63	)		(59	)		(7	)		—			(68	)		(72	)		(8	)		—
Settlement		—			—			1			—			—			12			(14	)		—
Amortization of net loss		4			5			1			1			3			10			—			1
Amortization of prior service credit		—			(4	)		—			(1	)		—			(4	)		—			—
Net periodic benefit (income)/cost	$	(3	)	$	(32	)	$	5		$	—		$	(13	)	$	(26	)	$	(12	)	$	2

	Nine Months Ended September 30,
	2019												2018
	U.S.			U.K.			Other			PRW			U.S.			U.K.			Other			PRW
Service cost	$	49		$	10		$	15		$	—		$	50		$	14		$	16		$	—
Interest cost		118			70			14			2			105			72			13			3
Expected return on plan assets		(190	)		(184	)		(22	)		—			(205	)		(227	)		(23	)		—
Settlement		—			—			1			—			—			32			(14	)		—
Amortization of net loss		14			15			2			1			9			34			1			1
Amortization of prior service credit		—			(12	)		—			(3	)		—			(14	)		—			—
Net periodic benefit (income)/cost	$	(9	)	$	(101	)	$	10		$	—		$	(41	)	$	(89	)	$	(7	)	$	4

Leases (Tables)

9 Months Ended

Sep. 30, 2019

Leases [Abstract]

Schedule of Lease

	Operating Leases		Finance Leases		Total Leases
Right-of-use assets	$	959	$	10	$	969
Current lease liabilities		151		3		154
Long-term lease liabilities		957		23		980

Schedule of Amount Recorded in Condensed Consolidated Statement of Comprehensive Income

The following table presents amounts recorded on our condensed consolidated statement of comprehensive income for the three and nine months ended September 30, 2019:

	Three Months Ended September 30, 2019			Nine Months Ended September 30, 2019
Finance lease cost:
Amortization of right-of-use assets	$	1		$	2
Interest on lease liabilities		1			3
Operating lease cost		45			139
Short-term lease cost		1			1
Variable lease cost		13			43
Sublease income		(3	)		(11	)
Total lease cost, net	$	58		$	177

Schedule of Cash Paid in the Measurement of Lease Liabilities

	Nine Months Ended September 30, 2019
Cash flows from operating activities:
Operating leases	$	154
Cash flows used in financing activities:
Finance leases		4
Total lease payments	$	158

Schedule of Weighted Average Term and Discount Rates

Our operating and finance leases have the following weighted-average terms and discount rates as of September 30, 2019:

	Operating Leases			Finance Leases
Weighted-average term (in years)		8.9			6.3
Weighted-average discount rate		3.6	%		12.9	%

Schedule of Maturity of Operating and Finance Leases Liabilities

	Operating Leases			Finance Leases			Total Leases
Remainder of 2019	$	50		$	1		$	51
2020		182			6			188
2021		162			6			168
2022		147			6			153
2023		137			6			143
Thereafter		624			13			637
Total future lease payments		1,302			38			1,340
Interest		(194	)		(12	)		(206	)
Total lease liabilities	$	1,108		$	26		$	1,134

Prior to the adoption of ASC 842, on December 31, 2018, the maturity of our operating and finance leases on an undiscounted basis was as follows:

	Operating Leases			Finance Leases			Total Leases
2019	$	197		$	5		$	202
2020		180			6			186
2021		159			6			165
2022		142			6			148
2023		131			6			137
Thereafter		542			14			556
Total future lease payments		1,351			43			1,394
Interest		(202	)		(14	)		(216	)
Total lease liabilities	$	1,149		$	29		$	1,178

Supplementary Information for Certain Balance Sheet Accounts (Tables)

9 Months Ended

Sep. 30, 2019

Organization Consolidation And Presentation Of Financial Statements [Abstract]

Schedule of Prepaid and Other Current Asset

Prepaid and other current assets consist of the following:

	September 30, 2019		December 31, 2018
Prepayments and accrued income	$	152	$	136
Deferred contract costs		70		102
Derivatives and investments		30		25
Deferred compensation plan assets		17		18
Retention incentives		14		5
Corporate income and other taxes		179		61
Restricted cash		7		—
Acquired renewal commissions receivable		29		—
Other current assets		89		57
Total prepaid and other current assets	$	587	$	404

Schedule of Other Non-current Asset

Other non-current assets consist of the following:

	September 30, 2019		December 31, 2018
Prepayments and accrued income	$	12	$	14
Deferred contract costs		68		46
Deferred compensation plan assets		140		125
Deferred tax assets		68		59
Accounts receivable, net		20		20
Acquired renewal commissions receivable		130		—
Other investments		20		7
Insurance recovery receivables		119		86
Other non-current assets		124		110
Total other non-current assets	$	701	$	467

Deferred Revenue and Accrued Liabilities

Deferred revenue and accrued expenses consist of the following:

	September 30, 2019		December 31, 2018
Accounts payable, accrued liabilities and deferred income	$	737	$	691
Accrued discretionary and incentive compensation		560		758
Accrued vacation		162		111
Other employee-related liabilities		62		87
Total deferred revenue and accrued expenses	$	1,521	$	1,647

Schedule of Other Current Liabilities

Other current liabilities consist of the following:

	September 30, 2019		December 31, 2018
Accounts payable	$	145	$	163
Income and other taxes payable		165		129
Contingent and deferred consideration on acquisitions		17		61
Payroll-related liabilities		193		210
Derivatives		17		13
Third party commissions		186		169
Other current liabilities		78		119
Total other current liabilities	$	801	$	864

Provisions for Liabilities

Provision for liabilities consists of the following:

	September 30, 2019		December 31, 2018
Claims, lawsuits and other proceedings	$	482	$	455
Other provisions		73		85
Total provision for liabilities	$	555	$	540

Schedule of Other Non-current Liabilities

Other non-current liabilities consist of the following:

	September 30, 2019		December 31, 2018
Incentives from lessors	$	—	$	120
Deferred compensation plan liability		139		125
Contingent and deferred consideration on acquisitions		29		22
Liabilities for uncertain tax positions		49		46
Finance leases		23		26
Other non-current liabilities		74		90
Total other non-current liabilities	$	314	$	429

Accumulated Other Comprehensive Loss (Tables)

9 Months Ended

Sep. 30, 2019

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
	2019			2018			2019			2018			2019			2018			2019			2018
Quarter-to-date activity:
Balance at June 30, 2019 and 2018, respectively	$	(626	)	$	(506	)	$	(4	)	$	(5	)	$	(1,363	)	$	(1,094	)	$	(1,993	)	$	(1,605	)
Other comprehensive (loss)/income before reclassifications		(120	)		(44	)		(5	)		(4	)		1			12			(124	)		(36	)
Loss reclassified from accumulated other comprehensive loss (net of income tax benefit of $2 and $9, respectively)		—			—			2			5			2			9			4			14
Net current-period other comprehensive (loss)/income		(120	)		(44	)		(3	)		1			3			21			(120	)		(22	)
Balance at September 30, 2019 and 2018, respectively	$	(746	)	$	(550	)	$	(7	)	$	(4	)	$	(1,360	)	$	(1,073	)	$	(2,113	)	$	(1,627	)

Year-to-date activity:
Balance at December 31, 2018 and 2017, respectively	$	(616	)	$	(365	)	$	(8	)	$	(10	)	$	(1,337	)	$	(1,138	)	$	(1,961	)	$	(1,513	)
Other comprehensive (loss)/income before reclassifications		(130	)		(185	)		(6	)		(15	)		5			46			(131	)		(154	)
Loss reclassified from accumulated other comprehensive loss (net of income tax benefit of $9 and $21, respectively)		—			—			7			21			8			19			15			40
Reclassification of tax effects per ASU 2018-02 ⁽ⁱⁱⁱ⁾		—			—			—			—			(36	)		—			(36	)		—
Net current-period other comprehensive (loss)/income		(130	)		(185	)		1			6			(23	)		65			(152	)		(114	)
Balance at September 30, 2019 and 2018, respectively	$	(746	)	$	(550	)	$	(7	)	$	(4	)	$	(1,360	)	$	(1,073	)	$	(2,113	)	$	(1,627	)

(i)

(ii)	Reclassification adjustments from accumulated other comprehensive loss are included in the computation of net periodic pension cost (see Note 11 — Retirement Benefits). These components are included in Other income, net in the accompanying condensed consolidated statements of comprehensive income.

(iii)

Earnings Per Share (Tables)

9 Months Ended

Sep. 30, 2019

Earnings Per Share [Abstract]

Schedule of Basic and Diluted Earnings Per Share

Basic and diluted earnings per share are as follows:

	Three Months Ended September 30,					Nine Months Ended September 30,
	2019		2018			2019			2018
Net income attributable to Willis Towers Watson	$	75	$	44		$	500		$	317

Basic average number of shares outstanding		130		131			130			132
Dilutive effect of potentially issuable shares		—		1			—			—
Diluted average number of shares outstanding		130		132			130			132

Basic earnings per share	$	0.58	$	0.34		$	3.86		$	2.40
Dilutive effect of potentially issuable shares		—		(0.01	)		(0.02	)		(0.01	)
Diluted earnings per share	$	0.58	$	0.33		$	3.84		$	2.39

Financial Information for Issuers and Other Guarantor Subsidiaries (Tables)

9 Months Ended

Sep. 30, 2019

Condensed Financial Information Of Parent Company Only Disclosure [Abstract]

Unaudited Condensed Consolidated Statement of Comprehensive Income

Unaudited Condensed Consolidating Statement of Comprehensive Income

	Three months ended September 30, 2019
	Willis Towers Watson plc			Willis North America			Trinity Acquisition plc			Other guarantors			Non-guarantors			Eliminations			Consolidated
Revenue	$	—		$	11		$	—		$	—		$	1,978		$	—		$	1,989
Costs of providing services
Salaries and benefits		—			10			—			—			1,273			—			1,283
Other operating expenses		—			6			—			27			384			—			417
Depreciation		—			—			—			1			57			—			58
Amortization		—			—			—			1			118			(1	)		118
Transaction and integration expenses		—			7			—			—			(1	)		—			6
Total costs of providing services		—			23			—			29			1,831			(1	)		1,882
(Loss)/income from operations		—			(12	)		—			(29	)		147			1			107
Intercompany (expense)/income		—			(38	)		39			74			(75	)		—			—
Interest expense		(7	)		(25	)		(26	)		—			(4	)		—			(62	)
Other income, net		—			—			1			—			54			—			55
(LOSS)/INCOME FROM OPERATIONS BEFORE INCOME TAXES		(7	)		(75	)		14			45			122			1			100
Benefit from/(provision for) income taxes		—			16			(2	)		(12	)		(22	)		—			(20	)
Equity account for subsidiaries		82			21			(2	)		51			—			(152	)		—
NET INCOME/(LOSS)		75			(38	)		10			84			100			(151	)		80
Income attributable to non-controlling interests		—			—			—			—			(5	)		—			(5	)
NET INCOME/(LOSS) ATTRIBUTABLE TO WILLIS TOWERS WATSON	$	75		$	(38	)	$	10		$	84		$	95		$	(151	)	$	75

Comprehensive loss before non- controlling interests	$	(45	)	$	(74	)	$	(87	)	$	(35	)	$	(23	)	$	222		$	(42	)
Comprehensive income attributable to non- controlling interests		—			—			—			—			(3	)		—			(3	)
Comprehensive loss attributable to Willis Towers Watson	$	(45	)	$	(74	)	$	(87	)	$	(35	)	$	(26	)	$	222		$	(45	)

Unaudited Condensed Consolidating Statement of Comprehensive Income

	Three months ended September 30, 2018
	Willis Towers Watson plc			Willis North America			Trinity Acquisition plc			Other guarantors			Non-guarantors			Eliminations			Consolidated
Revenue	$	—		$	7		$	—		$	1		$	1,851		$	—		$	1,859
Costs of providing services
Salaries and benefits		1			15			—			1			1,221			—			1,238
Other operating expenses		1			7			—			34			332			—			374
Depreciation		—			—			—			1			52			—			53
Amortization		—			—			—			1			128			(2	)		127
Transaction and integration expenses		—			(1	)		—			—			51			—			50
Total costs of providing services		2			21			—			37			1,784			(2	)		1,842
(Loss)/income from operations		(2	)		(14	)		—			(36	)		67			2			17
Intercompany income/(expense)		—			4			33			58			(95	)		—			—
Interest expense		(7	)		(13	)		(28	)		—			(3	)		—			(51	)
Other income, net		—			—			—			—			70			—			70
(LOSS)/INCOME FROM OPERATIONS BEFORE INCOME TAXES		(9	)		(23	)		5			22			39			2			36
Benefit from/(provision for) income taxes		—			16			(1	)		(5	)		—			—			10
Equity account for subsidiaries		53			(8	)		(22	)		33			—			(56	)		—
NET INCOME/(LOSS)		44			(15	)		(18	)		50			39			(54	)		46
Income attributable to non-controlling interests		—			—			—			—			(2	)		—			(2	)
NET INCOME/(LOSS) ATTRIBUTABLE TO WILLIS TOWERS WATSON	$	44		$	(15	)	$	(18	)	$	50		$	37		$	(54	)	$	44

Comprehensive income/(loss) before non- controlling interests	$	22		$	(18	)	$	(41	)	$	29		$	22		$	10		$	24
Comprehensive income attributable to non- controlling interests		—			—			—			—			(2	)		—			(2	)
Comprehensive income/(loss) attributable to Willis Towers Watson	$	22		$	(18	)	$	(41	)	$	29		$	20		$	10		$	22

Unaudited Condensed Consolidating Statement of Comprehensive Income

	Nine months ended September 30, 2019
	Willis Towers Watson plc			Willis North America			Trinity Acquisition plc			Other guarantors			Non-guarantors			Eliminations			Consolidated
Revenue	$	—		$	36		$	—		$	—		$	6,313		$	—		$	6,349
Costs of providing services
Salaries and benefits		2			43			—			—			3,864			—			3,909
Other operating expenses		2			22			—			86			1,137			—			1,247
Depreciation		—			—			—			2			169			—			171
Amortization		—			—			—			2			368			(2	)		368
Transaction and integration expenses		—			9			—			—			3			—			12
Total costs of providing services		4			74			—			90			5,541			(2	)		5,707
(Loss)/income from operations		(4	)		(38	)		—			(90	)		772			2			642
Intercompany (expense)/income		—			(61	)		88			199			(226	)		—			—
Interest expense		(22	)		(69	)		(72	)		—			(9	)		—			(172	)
Other income, net		—			—			1			—			176			—			177
(LOSS)/INCOME FROM OPERATIONS BEFORE INCOME TAXES		(26	)		(168	)		17			109			713			2			647
Benefit from/(provision for) income taxes		—			35			(3	)		(26	)		(131	)		—			(125	)
Equity account for subsidiaries		526			132			289			431			—			(1,378	)		—
NET INCOME/(LOSS)		500			(1	)		303			514			582			(1,376	)		522
Income attributable to non-controlling interests		—			—			—			—			(22	)		—			(22	)
NET INCOME/(LOSS) ATTRIBUTABLE TO WILLIS TOWERS WATSON	$	500		$	(1	)	$	303		$	514		$	560		$	(1,376	)	$	500

Comprehensive income/(loss) before non- controlling interests	$	384		$	(32	)	$	210		$	400		$	452		$	(1,009	)	$	405
Comprehensive income attributable to non- controlling interests		—			—			—			—			(21	)		—			(21	)
Comprehensive income/(loss) attributable to Willis Towers Watson	$	384		$	(32	)	$	210		$	400		$	431		$	(1,009	)	$	384

Unaudited Condensed Consolidating Statement of Comprehensive Income

	Nine months ended September 30, 2018
	Willis Towers Watson plc			Willis North America			Trinity Acquisition plc			Other guarantors			Non-guarantors			Eliminations			Consolidated
Revenue	$	—		$	14		$	—		$	—		$	6,127		$	—		$	6,141
Costs of providing services
Salaries and benefits		2			51			—			—			3,837			—			3,890
Other operating expenses		3			32			—			128			1,040			—			1,203
Depreciation		—			—			—			3			150			—			153
Amortization		—			—			—			2			408			(2	)		408
Transaction and integration expenses		—			4			—			1			143			—			148
Total costs of providing services		5			87			—			134			5,578			(2	)		5,802
(Loss)/income from operations		(5	)		(73	)		—			(134	)		549			2			339
Intercompany (expense)/income		—			(10	)		93			247			(330	)		—			—
Interest expense		(22	)		(35	)		(82	)		—			(15	)		—			(154	)
Other income, net		—			—			—			2			187			—			189
(LOSS)/INCOME FROM OPERATIONS BEFORE INCOME TAXES		(27	)		(118	)		11			115			391			2			374
Benefit from/(provision for) income taxes		—			29			(2	)		(21	)		(48	)		—			(42	)
Equity account for subsidiaries		344			(50	)		112			240			—			(646	)		—
NET INCOME/(LOSS)		317			(139	)		121			334			343			(644	)		332
Income attributable to non-controlling interests		—			—			—			—			(15	)		—			(15	)
NET INCOME/(LOSS) ATTRIBUTABLE TO WILLIS TOWERS WATSON	$	317		$	(139	)	$	121		$	334		$	328		$	(644	)	$	317

Comprehensive income/(loss) before non- controlling interests	$	203		$	(193	)	$	7		$	220		$	223		$	(242	)	$	218
Comprehensive income attributable to non- controlling interests		—			—			—			—			(15	)		—			(15	)
Comprehensive income/(loss) attributable to Willis Towers Watson	$	203		$	(193	)	$	7		$	220		$	208		$	(242	)	$	203

Unaudited Condensed Consolidated Balance Sheet

Unaudited Condensed Consolidating Balance Sheet

	As of September 30, 2019
	Willis Towers Watson plc		Willis North America		Trinity Acquisition plc		Other guarantors		Non-guarantors		Eliminations			Consolidated
ASSETS
Cash and cash equivalents	$	—	$	—	$	—	$	—	$	867	$	—		$	867
Fiduciary assets		—		—		—		—		13,779		—			13,779
Accounts receivable, net		—		27		—		—		2,139		1			2,167
Prepaid and other current assets		—		378		—		10		426		(227	)		587
Total current assets		—		405		—		10		17,211		(226	)		17,400
Intercompany receivables, net		4,622		—		1,462		—		—		(6,084	)		—
Fixed assets, net		—		—		—		17		946		—			963
Goodwill		—		—		—		—		11,187		—			11,187
Other intangible assets, net		—		—		—		56		3,561		(56	)		3,561
Right-of-use assets		—		—		—		—		959		—			959
Pension benefits assets		—		—		—		—		932		—			932
Other non-current assets		—		139		2		47		630		(117	)		701
Total non-current assets		4,622		139		1,464		120		18,215		(6,257	)		18,303
Investments in subsidiaries		5,860		8,117		2,695		7,334		—		(24,006	)		—
TOTAL ASSETS	$	10,482	$	8,661	$	4,159	$	7,464	$	35,426	$	(30,489	)	$	35,703
LIABILITIES AND EQUITY
Fiduciary liabilities	$	—	$	—	$	—	$	—	$	13,779	$	—		$	13,779
Deferred revenue and accrued expenses		—		3		—		2		1,516		—			1,521
Current debt		—		196		267		—		21		—			484
Current lease liabilities		—		—		—		—		151		—			151
Other current liabilities		97		28		16		17		822		(179	)		801
Total current liabilities		97		227		283		19		16,289		(179	)		16,736
Intercompany payables, net		—		1,017		—		4,184		883		(6,084	)		—
Long-term debt		498		2,714		2,099		—		70		—			5,381
Liability for pension benefits		—		—		—		—		1,039		—			1,039
Deferred tax liabilities		—		—		—		—		807		(117	)		690
Provision for liabilities		—		120		—		—		435		—			555
Long-term lease liabilities		—		—		—		—		957		—			957
Other non-current liabilities		—		18		—		5		291		—			314
Total non-current liabilities		498		3,869		2,099		4,189		4,482		(6,201	)		8,936
TOTAL LIABILITIES		595		4,096		2,382		4,208		20,771		(6,380	)		25,672
REDEEMABLE NON-CONTROLLING INTEREST		—		—		—		—		30		—			30
EQUITY
Total Willis Towers Watson shareholders’ equity		9,887		4,565		1,777		3,256		14,511		(24,109	)		9,887
Non-controlling interests		—		—		—		—		114		—			114
Total equity		9,887		4,565		1,777		3,256		14,625		(24,109	)		10,001
TOTAL LIABILITIES AND EQUITY	$	10,482	$	8,661	$	4,159	$	7,464	$	35,426	$	(30,489	)	$	35,703

Unaudited Condensed Consolidating Balance Sheet

	As of December 31, 2018
	Willis Towers Watson plc		Willis North America		Trinity Acquisition plc		Other guarantors		Non-guarantors		Eliminations			Consolidated
ASSETS
Cash and cash equivalents	$	—	$	—	$	—	$	—	$	1,033	$	—		$	1,033
Fiduciary assets		—		—		—		—		12,604		—			12,604
Accounts receivable, net		—		24		—		—		2,355		—			2,379
Prepaid and other current assets		—		311		1		33		357		(298	)		404
Total current assets		—		335		1		33		16,349		(298	)		16,420
Intercompany receivables, net		4,755		—		1,355		—		—		(6,110	)		—
Fixed assets, net		—		—		—		16		926		—			942
Goodwill		—		—		—		—		10,465		—			10,465
Other intangible assets, net		—		—		—		58		3,318		(58	)		3,318
Pension benefits assets		—		—		—		—		773		—			773
Other non-current assets		—		92		2		49		452		(128	)		467
Total non-current assets		4,755		92		1,357		123		15,934		(6,296	)		15,965
Investments in subsidiaries		5,691		6,649		2,677		8,108		—		(23,125	)		—
TOTAL ASSETS	$	10,446	$	7,076	$	4,035	$	8,264	$	32,283	$	(29,719	)	$	32,385
LIABILITIES AND EQUITY
Fiduciary liabilities	$	—	$	—	$	—	$	—	$	12,604	$	—		$	12,604
Deferred revenue and accrued expenses		1		2		—		3		1,641		—			1,647
Current debt		—		186		—		—		—		—			186
Other current liabilities		95		38		33		13		935		(250	)		864
Total current liabilities		96		226		33		16		15,180		(250	)		15,301
Intercompany payables, net		—		902		—		4,691		517		(6,110	)		—
Long-term debt		498		1,635		2,256		—		—		—			4,389
Liability for pension benefits		—		—		—		—		1,170		—			1,170
Deferred tax liabilities		—		—		—		—		688		(129	)		559
Provision for liabilities		—		120		—		—		420		—			540
Other non-current liabilities		—		13		—		5		411		—			429
Total non-current liabilities		498		2,670		2,256		4,696		3,206		(6,239	)		7,087
TOTAL LIABILITIES		594		2,896		2,289		4,712		18,386		(6,489	)		22,388
REDEEMABLE NON-CONTROLLING INTEREST		—		—		—		—		26		—			26
EQUITY
Total Willis Towers Watson shareholders’ equity		9,852		4,180		1,746		3,552		13,752		(23,230	)		9,852
Non-controlling interests		—		—		—		—		119		—			119
Total equity		9,852		4,180		1,746		3,552		13,871		(23,230	)		9,971
TOTAL LIABILITIES AND EQUITY	$	10,446	$	7,076	$	4,035	$	8,264	$	32,283	$	(29,719	)	$	32,385

Unaudited Condensed Consolidated Statement of Cash Flows

Unaudited Condensed Consolidating Statement of Cash Flows

	Nine months ended September 30, 2019
	Willis Towers Watson plc			Willis North America			Trinity Acquisition plc			Other guarantors			Non-guarantors			Eliminations			Consolidated
NET CASH FROM/(USED IN) OPERATING ACTIVITIES	$	232		$	(76	)	$	(114	)	$	369		$	209		$	—		$	620
CASH FLOWS FROM/(USED IN) INVESTING ACTIVITIES
Additions to fixed assets and software for internal use		—			—			—			(2	)		(173	)		—			(175	)
Capitalized software costs		—			—			—			—			(43	)		—			(43	)
Acquisitions of operations, net of cash acquired		—			(1,312	)		—			—			(12	)		—			(1,324	)
Net proceeds from sale of operations		—			—			—			—			17			—			17
Other, net		—			—			—			—			(6	)		—			(6	)
Proceeds from/(repayments of) intercompany investing activities, net		129			137			(809	)		230			306			7			—
Net cash from/(used in) investing activities	$	129		$	(1,175	)	$	(809	)	$	228		$	89		$	7		$	(1,531	)
CASH FLOWS (USED IN)/FROM FINANCING ACTIVITIES
Net borrowings/(payments) on revolving credit facility		—			90			(131	)		—			—			—			(41	)
Senior notes issued		—			997			—			—			—			—			997
Proceeds from issuance of other debt		—			600			500			—			—			—			1,100
Debt issuance costs		—			(13	)		—			—			—			—			(13	)
Repayments of debt		—			(587	)		(234	)		—			(4	)		—			(825	)
Repurchase of shares		(147	)		—			—			—			—			—			(147	)
Proceeds from issuance of shares		31			—			—			—			—			—			31
Payments of deferred and contingent consideration related to acquisitions		—			—			—			—			(47	)		—			(47	)
Cash paid for employee taxes on withholding shares		—			—			—			—			(14	)		—			(14	)
Dividends paid		(245	)		—			—			—			—			—			(245	)
Acquisitions of and dividends paid to non- controlling interests		—			—			—			—			(22	)		—			(22	)
Proceeds from/(repayments of) intercompany financing activities, net		—			164			788			(597	)		(348	)		(7	)		—
Net cash (used in)/from financing activities	$	(361	)	$	1,251		$	923		$	(597	)	$	(435	)	$	(7	)	$	774
DECREASE IN CASH, CASH EQUIVALENTS AND RESTRICTED CASH		—			—			—			—			(137	)		—			(137	)
Effect of exchange rate changes on cash, cash equivalents and restricted cash		—			—			—			—			(22	)		—			(22	)
CASH AND CASH EQUIVALENTS, BEGINNING OF PERIOD ⁽ⁱ⁾		—			—			—			—			1,033			—			1,033
CASH, CASH EQUIVALENTS AND RESTRICTED CASH, END OF PERIOD ⁽ⁱ⁾	$	—		$	—		$	—		$	—		$	874		$	—		$	874

Unaudited Condensed Consolidating Statement of Cash Flows

	Nine months ended September 30, 2018
	Willis Towers Watson plc			Willis North America			Trinity Acquisition plc			Other guarantors			Non-guarantors			Eliminations			Consolidated
NET CASH FROM/(USED IN) OPERATING ACTIVITIES	$	637		$	(42	)	$	428		$	(37	)	$	382		$	(652	)	$	716
CASH FLOWS (USED IN)/FROM INVESTING ACTIVITIES
Additions to fixed assets and software for internal use		—			—			—			(3	)		(206	)		—			(209	)
Capitalized software costs		—			—			—			—			(41	)		—			(41	)
Acquisitions of operations, net of cash acquired		—			—			—			—			(8	)		—			(8	)
Net proceeds from sale of operations		—			—			—			—			4			—			4
Other, net		—			—			—			—			14			—			14
(Repayments of)/proceeds from intercompany investing activities, net		(30	)		2			(42	)		101			(276	)		245			—
Net cash (used in)/from investing activities	$	(30	)	$	2		$	(42	)	$	98		$	(513	)	$	245		$	(240	)
CASH FLOWS (USED IN)/FROM FINANCING ACTIVITIES
Net payments on revolving credit facility		—			(143	)		(511	)		—			—			—			(654	)
Senior notes issued		—			998			—			—			—			—			998
Debt issuance costs		—			(8	)		—			—			—			—			(8	)
Repayments of debt		—			—			—			—			(170	)		—			(170	)
Repurchase of shares		(401	)		—			—			—			—			—			(401	)
Proceeds from issuance of shares		21			—			—			—			—			—			21
Payments of deferred and contingent consideration related to acquisitions		—			—			—			—			(50	)		—			(50	)
Cash paid for employee taxes on withholding shares		—			—			—			—			(30	)		—			(30	)
Dividends paid		(228	)		—			(332	)		(151	)		(169	)		652			(228	)
Acquisitions of and dividends paid to non- controlling interests		—			—			—			—			(20	)		—			(20	)
(Repayments of)/proceeds from intercompany financing activities, net		(1	)		(807	)		457			89			507			(245	)		—
Net cash (used in)/from financing activities	$	(609	)	$	40		$	(386	)	$	(62	)	$	68		$	407		$	(542	)
DECREASE IN CASH AND CASH EQUIVALENTS		(2	)		—			—			(1	)		(63	)		—			(66	)
Effect of exchange rate changes on cash and cash equivalents		—			—			—			—			(33	)		—			(33	)
CASH AND CASH EQUIVALENTS, BEGINNING OF PERIOD		2			—			—			1			1,027			—			1,030
CASH AND CASH EQUIVALENTS, END OF PERIOD	$	—		$	—		$	—		$	—		$	931		$	—		$	931

Basis of Presentation and Recent Accounting Pronouncements - Narrative (Details) $ in Millions	9 Months Ended
	Sep. 30, 2019 Country	Jan. 01, 2019 USD ($)
Significant Accounting Policies And Recent Accounting Pronouncements [Line Items]
Reclassification between AOCL and retained earning \| $		$ 36
Number of countries in which entity operates (more than 140) \| Country	140
Minimum [Member]
Significant Accounting Policies And Recent Accounting Pronouncements [Line Items]
Real estate lease term	5 years
Percentage of lease denominated in U.S. dollars, Pounds Sterling or Euros	90.00%
Maximum [Member]
Significant Accounting Policies And Recent Accounting Pronouncements [Line Items]
Real estate lease term	15 years
Term for renewal commissions expected	25 years

Acquisitions - Narrative (Details) - USD ($)

2 Months Ended

3 Months Ended

9 Months Ended

Sep. 10, 2019

Jul. 30, 2019

Dec. 21, 2018

Sep. 30, 2019

Sep. 30, 2018

Sep. 30, 2019

Sep. 30, 2018

Dec. 31, 2018

Debt instrument, term

1 year

Intangible assets

^[1]

$ 659,000,000

Other intangible assets, net

$ 1,989,000,000

$ 1,859,000,000

6,349,000,000

$ 6,141,000,000

$ 3,561,000,000

3,561,000,000

$ 3,318,000,000

Customer Relationships [Member]

11,187,000,000

$ 10,465,000,000

TRANZACT Acquisition [Member]

Intangible assets

^[1]

625,000,000

Business acquisition, effective date of acquisition

Jul. 30, 2019

Consideration paid in cash

$ 1,300,000,000

Business combination, contingent consideration arrangements, range of outcomes, value, high

17,000,000

51,000,000

TRANZACT Acquisition [Member] | Customer Relationships [Member]

785,000,000

Intangible assets expected life

Intangible assets

$ 612,000,000

612,000,000

15 years 4 months 24 days

TRANZACT Acquisition [Member] | Term Loan [Member]

TRANZACT Acquisition [Member] | Term Loan [Member] | Maximum [Member]

Debt instrument, term

1 year

Debt instrument, face amount

$ 1,100,000,000

Alston Gayler Acquisition [Member]

Business acquisition, effective date of acquisition

Dec. 21, 2018

Consideration paid in cash

$ 35,000,000

Total consideration

67,000,000

Deferred consideration

32,000,000

Other intangible assets, net

36,000,000

Other Acquisitions [Member]

$ 26,000,000

Consideration paid in cash

14,000,000

$ 9,000,000

[1]	Includes $612 million and $34 million of client relationship and domain name intangible assets, respectively, associated with our acquisition of TRANZACT.

Acquisitions - Summary of Preliminary Fair Values of Identifiable Assets Acquired and Liabilities Assumed (Details) - USD ($)
$ in Millions

Sep. 30, 2019

Jul. 30, 2019

Dec. 31, 2018

TRANZACT Acquisition [Member]

$ 11,187

$ 10,465

Cash and cash equivalents

$ 7

Restricted cash

Accounts receivable, net

Renewal commissions receivable, current

^[1]

Prepaid and other current assets

Renewal commissions receivable, non-current

^[1]

130

646

785

Other non-current assets

Collateralized facility

^[2]

(91)

Other current liabilities

(52)

Deferred tax liabilities, net

(165)

Lease liabilities

(19)

Net assets acquired

$ 1,329

[1]

[2]

See Note 9 — Debt for a description of the acquired collateralized facility debt.

Revenue - Schedule of Disaggregation of Revenue (Details) - USD ($)
$ in Millions

3 Months Ended

9 Months Ended

Sep. 30, 2019

Sep. 30, 2018

Sep. 30, 2019

Sep. 30, 2018

Revenue from Contract with Customer, Excluding Assessed Tax

$ 1,966

$ 1,826

$ 6,282

$ 6,066

^[1]

1,989

1,859

6,349

6,141

Broking [Member]

Revenue from Contract with Customer, Excluding Assessed Tax

877

778

2,973

2,812

Consulting [Member]

Revenue from Contract with Customer, Excluding Assessed Tax

^[2]

676

678

2,114

2,126

Outsourced administration [Member]

Revenue from Contract with Customer, Excluding Assessed Tax

^[2]

266

253

784

773

Other [Member]

Revenue from Contract with Customer, Excluding Assessed Tax

^[2]

125

107

342

302

HCB [Member]

Revenue from Contract with Customer, Excluding Assessed Tax

819

787

2,463

2,421

^[1]

HCB [Member] | Broking [Member]

822

792

2,477

2,435

Revenue from Contract with Customer, Excluding Assessed Tax

195

191

HCB [Member] | Consulting [Member]

Revenue from Contract with Customer, Excluding Assessed Tax

^[2]

545

536

1,696

1,671

HCB [Member] | Outsourced administration [Member]

Revenue from Contract with Customer, Excluding Assessed Tax

^[2]

122

116

346

364

HCB [Member] | Other [Member]

Revenue from Contract with Customer, Excluding Assessed Tax

^[2]

182

150

CRB [Member]

Revenue from Contract with Customer, Excluding Assessed Tax

637

606

2,039

2,007

^[1]

CRB [Member] | Broking [Member]

651

622

2,069

2,036

Revenue from Contract with Customer, Excluding Assessed Tax

589

554

1,882

1,828

CRB [Member] | Consulting [Member]

Revenue from Contract with Customer, Excluding Assessed Tax

^[2]

120

CRB [Member] | Outsourced administration [Member]

Revenue from Contract with Customer, Excluding Assessed Tax

^[2]

CRB [Member] | Other [Member]

Revenue from Contract with Customer, Excluding Assessed Tax

^[2]

IRR [Member]

Revenue from Contract with Customer, Excluding Assessed Tax

322

308

1,309

1,254

^[1]

IRR [Member] | Broking [Member]

327

319

1,329

1,281

Revenue from Contract with Customer, Excluding Assessed Tax

175

166

829

781

IRR [Member] | Consulting [Member]

Revenue from Contract with Customer, Excluding Assessed Tax

^[2]

102

312

326

IRR [Member] | Outsourced administration [Member]

Revenue from Contract with Customer, Excluding Assessed Tax

^[2]

IRR [Member] | Other [Member]

Revenue from Contract with Customer, Excluding Assessed Tax

^[2]

154

142

BDA [Member]

Revenue from Contract with Customer, Excluding Assessed Tax

181

128

447

373

BDA [Member] | Broking [Member]

181

128

447

373

Revenue from Contract with Customer, Excluding Assessed Tax

BDA [Member] | Outsourced administration [Member]

Revenue from Contract with Customer, Excluding Assessed Tax

^[2]

124

123

373

356

Corporate, Non-Segment [Member]

Revenue from Contract with Customer, Excluding Assessed Tax

^[3]

(3)

^[1],[3]

Corporate, Non-Segment [Member] | Consulting [Member]

^[3]

(2)

Revenue from Contract with Customer, Excluding Assessed Tax

^[2],[3]

Corporate, Non-Segment [Member] | Other [Member]

Revenue from Contract with Customer, Excluding Assessed Tax

^[2],[3]

Operating Segments [Member]

Revenue from Contract with Customer, Excluding Assessed Tax

1,944

1,816

6,213

6,013

Operating Segments [Member] | HCB [Member]

1,962

1,844

6,265

6,070

Revenue from Contract with Customer, Excluding Assessed Tax

804

773

2,419

2,376

Operating Segments [Member] | CRB [Member]

807

778

2,433

2,390

Revenue from Contract with Customer, Excluding Assessed Tax

637

606

2,039

2,007

Operating Segments [Member] | IRR [Member]

651

622

2,069

2,036

Revenue from Contract with Customer, Excluding Assessed Tax

320

306

1,303

1,249

Operating Segments [Member] | BDA [Member]

325

317

1,323

1,276

Revenue from Contract with Customer, Excluding Assessed Tax

179

127

440

368

Operating Segments [Member] | Corporate, Non-Segment [Member]

179

127

440

368

Revenue from Contract with Customer, Excluding Assessed Tax

^[3]

Segment Reconciling Items [Member]

Revenue from Contract with Customer, Excluding Assessed Tax

^[3]

Segment Reconciling Items [Member] | HCB [Member]

Revenue from Contract with Customer, Excluding Assessed Tax

^[3]

Segment Reconciling Items [Member] | IRR [Member]

Revenue from Contract with Customer, Excluding Assessed Tax

^[3]

Segment Reconciling Items [Member] | BDA [Member]

Revenue from Contract with Customer, Excluding Assessed Tax

^[3]

Segment Reconciling Items [Member] | Corporate, Non-Segment [Member]

Revenue from Contract with Customer, Excluding Assessed Tax

^[3]

$ 3

$ (7)

$ 12

$ (2)

[1]	Interest and other income is included in segment revenue and total revenue, however it has been presented separately in the above tables because it does not arise directly from contracts with customers.
[2]	Amounts presented for HCB Outsourced administration revenue include corrections of approximately $46 million and $152 million of revenue that was previously classified as HCB Consulting revenue or HCB Other revenue in our quarterly report on Form 10-Q for the three and nine months ended September 30, 2018, respectively.
[3]	Reimbursable expenses and other, as well as Corporate revenue, are excluded from segment revenue, but included in total revenue on the condensed consolidated statements of comprehensive income.

Revenue - Narrative (Details) - USD ($) $ in Millions	3 Months Ended		9 Months Ended
Revenue - Narrative (Details) - USD ($) $ in Millions	Sep. 30, 2019	Sep. 30, 2018	Sep. 30, 2019	Sep. 30, 2018
Disaggregation Of Revenue [Line Items]
Contract with Customer, Performance Obligation Satisfied in Previous Period	$ 3		$ 12
December 31 2018 [Member]
Disaggregation Of Revenue [Line Items]
Contract with Customer, Liability, Revenue Recognized	42		$ 338
June 30 2019 [Member]
Disaggregation Of Revenue [Line Items]
Contract with Customer, Liability, Revenue Recognized	$ 198
Other [Member] \| Maximum [Member]
Disaggregation Of Revenue [Line Items]
Revenue, Percentage of Total Revenue	6.00%	6.00%	5.00%	5.00%

Revenue - Schedule of Contract Balances (Details) - USD ($) $ in Millions	Sep. 30, 2019	Dec. 31, 2018
Revenue From Contract With Customer [Abstract]
Billed Receivable, Current	$ 1,638	$ 1,702
Unbilled Receivable, Current	383	356
Contract asset, Current	146	321
Accounts receivable, net	2,167	2,379
Non-current accounts receivable, net	20	20
Contract asset, Noncurrent	20	3
Deferred revenue	$ 481	$ 448

Revenue - Schedule of Remaining Performance Obligations (Details) $ in Millions	Sep. 30, 2019 USD ($)
Revenue Remaining Performance Obligation Expected Timing Of Satisfaction [Line Items]
Revenue, Remaining Performance Obligation	$ 1,170
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2019-10-01
Revenue Remaining Performance Obligation Expected Timing Of Satisfaction [Line Items]
Revenue, Remaining Performance Obligation	$ 142
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Period	3 months
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2020-01-01
Revenue Remaining Performance Obligation Expected Timing Of Satisfaction [Line Items]
Revenue, Remaining Performance Obligation	$ 426
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Period	1 year
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2021-01-01
Revenue Remaining Performance Obligation Expected Timing Of Satisfaction [Line Items]
Revenue, Remaining Performance Obligation	$ 602
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Period

Segment Information - Revenue (Net of Reimbursable Expenses) of the Reported Segments (Details) - USD ($) $ in Millions	3 Months Ended		9 Months Ended
	Sep. 30, 2019	Sep. 30, 2018	Sep. 30, 2019	Sep. 30, 2018
Segment Reporting Information [Line Items]
Revenues	$ 1,989	$ 1,859	$ 6,349	$ 6,141
Income from operations	107	17	642	339
HCB [Member]
Segment Reporting Information [Line Items]
Revenues	822	792	2,477	2,435
CRB [Member]
Segment Reporting Information [Line Items]
Revenues	651	622	2,069	2,036
IRR [Member]
Segment Reporting Information [Line Items]
Revenues	327	319	1,329	1,281
BDA [Member]
Segment Reporting Information [Line Items]
Revenues	181	128	447	373
Operating Segments [Member]
Segment Reporting Information [Line Items]
Revenues	1,962	1,844	6,265	6,070
Income from operations	305	256	1,224	1,107
Operating Segments [Member] \| HCB [Member]
Segment Reporting Information [Line Items]
Revenues	807	778	2,433	2,390
Income from operations	214	194	587	536
Operating Segments [Member] \| CRB [Member]
Segment Reporting Information [Line Items]
Revenues	651	622	2,069	2,036
Income from operations	81	66	312	288
Operating Segments [Member] \| IRR [Member]
Segment Reporting Information [Line Items]
Revenues	325	317	1,323	1,276
Income from operations	31	29	392	379
Operating Segments [Member] \| BDA [Member]
Segment Reporting Information [Line Items]
Revenues	179	127	440	368
Income from operations	$ (21)	$ (33)	$ (67)	$ (96)

Segment Information - Reconciliation of Information Reported by Segment to Condensed Consolidated Statement of Comprehensive Income Amounts (Details) - USD ($)
$ in Millions

3 Months Ended

9 Months Ended

Sep. 30, 2019

Sep. 30, 2018

Sep. 30, 2019

Sep. 30, 2018

Revenue:

Income/(loss) from operations

$ 1,989

$ 1,859

$ 6,349

$ 6,141

107

642

339

INCOME FROM OPERATIONS BEFORE INCOME TAXES

(118)

(127)

(368)

(408)

Interest expense

(62)

(51)

(172)

(154)

Other income, net

177

189

100

647

374

Operating Segments [Member]

Revenue:

Income/(loss) from operations

1,962

1,844

6,265

6,070

305

256

1,224

1,107

Segment Reconciling Items [Member]

Revenue:

Transaction and integration expenses

(118)

(127)

(368)

(408)

(6)

(50)

(12)

(148)

Unallocated, net

^[1]

(74)

(62)

(202)

(212)

Interest expense

(62)

(51)

(172)

(154)

Other income, net

$ 55

$ 70

$ 177

$ 189

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

Income Taxes - Narrative (Details) - USD ($) $ in Millions	3 Months Ended		9 Months Ended		12 Months Ended
Income Taxes - Narrative (Details) - USD ($) $ in Millions	Sep. 30, 2019	Sep. 30, 2018	Sep. 30, 2019	Sep. 30, 2018	Dec. 31, 2018
Operating Loss Carryforwards [Line Items]
Provision for/(benefit from) income taxes	$ 20	$ (10)	$ 125	$ 42
Effective tax rate	20.40%	(28.10%)	19.30%	11.30%
Liabilities for uncertain tax positions	$ 48		$ 48
Minimum [Member]
Operating Loss Carryforwards [Line Items]
Expected decrease in liability for uncertain tax position	1		1
Maximum [Member]
Operating Loss Carryforwards [Line Items]
Expected decrease in liability for uncertain tax position	3		3
Internal Restructuring [Member]
Operating Loss Carryforwards [Line Items]
Foreign earnings that could have been repatriated			2,100		$ 2,100
Foreign withholding taxes and state income taxes					$ 11
Permanently reinvested	$ 1,000		$ 1,000

Goodwill and Other Intangible Assets - Components of Goodwill (Details) $ in Millions	9 Months Ended
	Sep. 30, 2019 USD ($)
Goodwill [Roll Forward]
Goodwill, gross, beginning balance	$ 10,957
Accumulated impairment losses, beginning balance	(492)
Goodwill, net, beginning balance	10,465
Goodwill acquired during the period	794
Goodwill disposed of during the period	(6)
Acquisition accounting adjustment	2
Foreign exchange	(68)
Goodwill, gross, ending balance	11,679
Accumulated impairment losses, ending balance	(492)
Goodwill, net, ending balance	11,187
HCB [Member]
Goodwill [Roll Forward]
Goodwill, gross, beginning balance	4,300
Accumulated impairment losses, beginning balance	(130)
Goodwill, net, beginning balance	4,170
Goodwill acquired during the period	0
Goodwill disposed of during the period	0
Acquisition accounting adjustment	0
Foreign exchange	(33)
Goodwill, gross, ending balance	4,267
Accumulated impairment losses, ending balance	(130)
Goodwill, net, ending balance	4,137
CRB [Member]
Goodwill [Roll Forward]
Goodwill, gross, beginning balance	2,308
Accumulated impairment losses, beginning balance	(362)
Goodwill, net, beginning balance	1,946
Goodwill acquired during the period	0
Goodwill disposed of during the period	(6)
Acquisition accounting adjustment	0
Foreign exchange	(28)
Goodwill, gross, ending balance	2,274
Accumulated impairment losses, ending balance	(362)
Goodwill, net, ending balance	1,912
IRR [Member]
Goodwill [Roll Forward]
Goodwill, gross, beginning balance	1,792
Accumulated impairment losses, beginning balance	0
Goodwill, net, beginning balance	1,792
Goodwill acquired during the period	9
Goodwill disposed of during the period	0
Acquisition accounting adjustment	2
Foreign exchange	(7)
Goodwill, gross, ending balance	1,796
Accumulated impairment losses, ending balance	0
Goodwill, net, ending balance	1,796
BDA [Member]
Goodwill [Roll Forward]
Goodwill, gross, beginning balance	2,557
Accumulated impairment losses, beginning balance	0
Goodwill, net, beginning balance	2,557
Goodwill acquired during the period	785
Goodwill disposed of during the period	0
Acquisition accounting adjustment	0
Foreign exchange	0
Goodwill, gross, ending balance	3,342
Accumulated impairment losses, ending balance	0
Goodwill, net, ending balance	$ 3,342

Goodwill and Other Intangible Assets - Finite-Lived Intangible Assets and Liabilities (Details) - USD ($)
$ in Millions

3 Months Ended

9 Months Ended

Sep. 30, 2019

Sep. 30, 2018

Sep. 30, 2019

Sep. 30, 2018

Dec. 31, 2018

$ 3,318

^[1]

(9)

^[2]

659

(9)

$ (118)

$ (127)

(368)

$ (408)

(30)

Finite-lived intangible assets, gross carrying amount

3,561

5,890

$ 5,318

Finite-lived intangible assets, accumulated amortization

(2,329)

(2,000)

Finite-lived intangible liabilities, gross carrying amount

Finite-lived intangible liabilities, accumulated amortization

(13)

Client relationships [Member]

1,986

^[1]

^[2]

625

(8)

(235)

(20)

Finite-lived intangible assets, gross carrying amount

2,348

3,972

3,401

Finite-lived intangible assets, accumulated amortization

(1,624)

(1,415)

Management contracts [Member]

^[1]

^[2]

(2)

(4)

Finite-lived intangible assets, gross carrying amount

Finite-lived intangible assets, accumulated amortization

(15)

Software [Member]

328

^[1]

^[2]

(1)

(95)

(1)

Finite-lived intangible assets, gross carrying amount

231

743

749

Finite-lived intangible assets, accumulated amortization

(512)

(421)

Trademark and trade name [Member]

920

^[1]

^[2]

(33)

(3)

Finite-lived intangible assets, gross carrying amount

884

1,050

1,052

Finite-lived intangible assets, accumulated amortization

(166)

(132)

Product and domain name [Member]

^[1]

^[2]

(3)

(2)

Finite-lived intangible assets, gross carrying amount

Finite-lived intangible assets, accumulated amortization

(12)

(9)

Favorable agreements [Member]

^[1]

(9)

^[2]

Finite-lived intangible assets, gross carrying amount

^[3]

Finite-lived intangible assets, accumulated amortization

^[3]

(5)

Other Intangible Assets

Finite-lived intangible assets, gross carrying amount

Finite-lived intangible assets, accumulated amortization

(3)

Unfavorable agreements [Member]

Finite-lived intangible liabilities, gross carrying amount

^[3]

Finite-lived intangible liabilities, accumulated amortization

^[3]

$ 0

$ (13)

[1]	On January 1, 2019, in accordance with ASC 842, we reclassified our favorable lease agreement assets to right-of-use assets within our condensed consolidated balance sheet.
[2]	Includes $612 million and $34 million of client relationship and domain name intangible assets, respectively, associated with our acquisition of TRANZACT.
[3]	On January 1, 2019, in accordance with ASC 842, we reclassified our favorable lease agreement assets and unfavorable lease agreement liabilities to right-of-use assets and as reductions to right-of-use assets, respectively, within our condensed consolidated balance sheet.

Goodwill and Other Intangible Assets - Schedule of Future Amortization Expense (Details) - USD ($) $ in Millions	Sep. 30, 2019	Dec. 31, 2018
Finite-Lived Intangible Assets, Amortization Expense, Maturity Schedule [Abstract]
Remainder of 2019	$ 119
2020	447
2021	372
2022	313
2023	265
Thereafter	2,045
Total	$ 3,561	$ 3,318

Derivative Financial Instruments (Details) - USD ($) $ in Millions	3 Months Ended		9 Months Ended
	Sep. 30, 2019	Sep. 30, 2018	Sep. 30, 2019	Sep. 30, 2018	Dec. 31, 2018
Derivative [Line Items]
Loss on derivatives to be reclassified within the next twelve months			$ (14)
Maximum [Member]
Derivative [Line Items]
Longest outstanding maturity			1 year 8 months 12 days
Not Designated as Hedging Instrument [Member] \| Foreign exchange contracts [Member]
Derivative [Line Items]
Derivative, notional amount	$ 879		$ 879		$ 909
Derivative asset, fair value	5		5		3
Not Designated as Hedging Instrument [Member] \| Foreign exchange contracts [Member] \| Other income, net [Member]
Derivative [Line Items]
Gain/(loss) recognized in income	6	$ (1)	2	$ (4)
Cash Flow Hedging \| Designated as Hedging Instrument \| Foreign exchange contracts [Member]
Derivative [Line Items]
Derivative, notional amount	474		474		438
Derivative liability, fair value	18		18		$ 15
Loss recognized in OCI (effective element)	(8)	(5)	(10)	(14)
Loss reclassified from Accumulated OCL into income (effective element)	(2)	(6)	(8)	(24)
Cash Flow Hedging \| Designated as Hedging Instrument \| Foreign exchange contracts [Member] \| Revenue [Member]
Derivative [Line Items]
Loss reclassified from Accumulated OCL into income (effective element)	(1)		(3)
Cash Flow Hedging \| Designated as Hedging Instrument \| Foreign exchange contracts [Member] \| Salaries and Benfits [Member]
Derivative [Line Items]
Loss reclassified from Accumulated OCL into income (effective element)	$ (1)		$ (5)
Cash Flow Hedging \| Designated as Hedging Instrument \| Foreign exchange contracts [Member] \| Other Income, Net [Member]
Derivative [Line Items]
Loss reclassified from Accumulated OCL into income (effective element)		$ (6)		$ (24)

Debt - Schedule of Current and Long-term Debt (Details)
€ in Millions

9 Months Ended

12 Months Ended

Sep. 30, 2019

USD ($)

Dec. 31, 2018

USD ($)

Sep. 30, 2019

EUR (€)

Current debt

$ 484,000,000

$ 186,000,000

Term loan due 2020 [Member]

5,381,000,000

4,389,000,000

7.000% senior notes due 2019 [Member]

Current debt

463,000,000

Current debt

$ 0

$ 186,000,000

7.00%

Collateralized Facility [Member]

2019

Current portion of long term debt

$ 21,000,000

$ 0

Revolving 1.25 Billion Dollar Credit Facility [Member] | Revolving Credit Facility [Member]

69,000,000

Maximum borrowing capacity

90,000,000

130,000,000

1,250,000,000

5.750% senior notes due 2021 [Member]

$ 498,000,000

5.75%

3.500% senior notes due 2021 [Member]

2021

$ 448,000,000

3.50%

2.125% senior notes due 2022 [Member]

2021

$ 587,000,000

^[1]

$ 615,000,000

^[1]

€ 540

^[1]

2.125%

4.625% senior notes due 2023 [Member]

^[1]

2022

$ 248,000,000

4.625%

3.600% senior notes due 2024 [Member]

2023

$ 646,000,000

$ 645,000,000

3.60%

4.400% senior notes due 2026 [Member]

2024

$ 546,000,000

$ 544,000,000

4.40%

4.500% senior notes due 2028 [Member]

2026

$ 595,000,000

4.50%

2.950% senior notes due 2029 [Member]

2028

$ 446,000,000

$ 0

2.95%

6.125% senior notes due 2043 [Member]

2029

$ 271,000,000

6.125%

5.050% senior notes due 2048 [Member]

2043

$ 395,000,000

5.05%

3.875% senior notes due 2049 [Member]

2048

$ 542,000,000

$ 0

3.875%

Contingent consideration [Member] | Fair Value Inputs, Discount Rate [Member]

2049

[1]	Notes issued in Euro (€540 million)

Debt - Narrative (Details) - USD ($)		1 Months Ended	2 Months Ended	9 Months Ended
Debt - Narrative (Details) - USD ($)	Sep. 10, 2019	Sep. 30, 2019	Sep. 30, 2019	Sep. 30, 2019	Jul. 30, 2019	Dec. 31, 2018
Debt Instrument [Line Items]
Debt instrument, term	1 year
Senior Notes [Member]
Debt Instrument [Line Items]
Description of interest accrual date	Interest accrues on both the 2029 senior notes and 2049 senior notes from September 10, 2019 and will be paid in cash on March 15 and September 15 of each year, commencing on March 15, 2020.
Proceeds from Debt, Net of Issuance Costs	$ 988,000,000
2.950% senior notes due 2029 [Member]
Debt Instrument [Line Items]
Stated interest rate		2.95%	2.95%	2.95%		2.95%
2.950% senior notes due 2029 [Member] \| Senior Notes [Member]
Debt Instrument [Line Items]
Debt instrument, face amount	$ 450,000,000
Stated interest rate	2.95%
Effective interest rate (as a percent)	2.971%
Maturity date	Sep. 15, 2029
3.875% senior notes due 2049 [Member]
Debt Instrument [Line Items]
Stated interest rate		3.875%	3.875%	3.875%		3.875%
3.875% senior notes due 2049 [Member] \| Senior Notes [Member]
Debt Instrument [Line Items]
Debt instrument, face amount	$ 550,000,000
Stated interest rate	3.875%
Effective interest rate (as a percent)	3.898%
Maturity date	Sep. 15, 2049
7.000% senior notes due 2019 [Member]
Debt Instrument [Line Items]
Stated interest rate		7.00%	7.00%	7.00%		7.00%
7.000% senior notes due 2019 [Member] \| Senior Notes [Member]
Debt Instrument [Line Items]
Stated interest rate		7.00%	7.00%	7.00%
Debt repaid in full		$ 187,000,000
One Year Term Loan [Member]
Debt Instrument [Line Items]
Debt instrument, term				1 year
Debt Instrument, Interest Rate Terms				Amounts outstanding under the term loan shall bear interest, at the option of the borrowers, at a rate equal to (a) LIBOR plus 0.75% to 1.375% for Eurocurrency Rate Loans or (b) the highest of (i) the Federal Funds Rate plus 0.5%, (ii) the ‘prime rate’ quoted by Bank of America, N.A., and (iii) LIBOR plus 1.00%, plus 0.00% to 0.375%,
Debt Instrument Commitment Fee Percentage		0.15%	0.15%	0.15%
One Year Term Loan [Member] \| Federal Funds Effective Swap Rate [Member]
Debt Instrument [Line Items]
Debt Instrument, Basis Spread on Variable Rate				0.50%
One Year Term Loan [Member] \| London Interbank Offered Rate (LIBOR) [Member]
Debt Instrument [Line Items]
Debt Instrument, Basis Spread on Variable Rate				1.00%
One Year Term Loan [Member] \| Maximum [Member]
Debt Instrument [Line Items]
Debt instrument, face amount		$ 1,100,000,000	$ 1,100,000,000	$ 1,100,000,000
One Year Term Loan [Member] \| Maximum [Member] \| EURO-Denominated [Member]
Debt Instrument [Line Items]
Debt Instrument, Basis Spread on Variable Rate				1.375%
One Year Term Loan [Member] \| Maximum [Member] \| London Interbank Offered Rate (LIBOR) [Member]
Debt Instrument [Line Items]
Debt Instrument Additional Basis Spread On Variable Rate1				0.375%
One Year Term Loan [Member] \| Minimum [Member] \| EURO-Denominated [Member]
Debt Instrument [Line Items]
Debt Instrument, Basis Spread on Variable Rate				0.75%
One Year Term Loan [Member] \| Minimum [Member] \| London Interbank Offered Rate (LIBOR) [Member]
Debt Instrument [Line Items]
Debt Instrument Additional Basis Spread On Variable Rate1				0.00%
Tranzact Collateralized Facility [Member]
Debt Instrument [Line Items]
Maturity date			Jan. 31, 2033
Assumed debt related to borrowings					$ 91,000,000
Post-acquisition borrowings		0	$ 0	$ 0
Renewal commissions receivable pledged as collateral		134,000,000	134,000,000	$ 134,000,000
Debt instrument, covenant compliance				At September 30, 2019 and December 31, 2018, we were in compliance with all financial covenants.
Tranzact Collateralized Facility [Member] \| London Interbank Offered Rate (LIBOR) [Member]
Debt Instrument [Line Items]
Debt Instrument, Basis Spread on Variable Rate				3.95%
Revolving Credit Facility [Member] \| Revolving 1.25 Billion Dollar Credit Facility [Member]
Debt Instrument [Line Items]
Maximum borrowing capacity		$ 1,250,000,000	$ 1,250,000,000	$ 1,250,000,000

Fair Value Measurements - Schedule of Assets and Liabilities Measured at Fair Value on Recurring Basis (Details)
$ in Millions

Sep. 30, 2019

USD ($)

Dec. 31, 2018

USD ($)

Fair value inputs, weighted-average discount rate

12.20

9.92

Recurring [Member]

Assets:

$ 19

$ 18

^[1]

^[2]

Recurring [Member] | Level 1 [Member]

^[1]

Assets:

^[1]

^[2]

Recurring [Member] | Level 2 [Member]

^[1]

Assets:

^[1]

^[2]

Recurring [Member] | Level 3 [Member]

^[1]

Assets:

^[1]

^[2]

^[1]

$ 0

[1]

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

[2]

Fair Value Measurements - Fair Value Liabilities Measured Using Significant Unobservable Inputs Level 3 (Details) $ in Millions	9 Months Ended
	Sep. 30, 2019 USD ($)
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward]
Balance as of beginning of period	$ 51
Obligations assumed	8
Payments	(46)
Realized and unrealized gains	(5)
Foreign exchange	1
Balance as of end of period	$ 9

Fair Value Measurements - Schedule of Liabilities Whose Carrying Values Differ From the Fair Value and are Not Measured on a Recurring Basis (Details) - USD ($) $ in Millions	Sep. 30, 2019	Dec. 31, 2018
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Current debt	$ 484	$ 186
Long-term debt	5,381	4,389
Carrying Value [Member] \| Nonrecurring [Member]
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Current debt	484	186
Long-term debt	5,381	4,389
Fair Value [Member] \| Nonrecurring [Member]
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Current debt	488	191
Long-term debt	$ 5,764	$ 4,458

Retirement Benefits - Narrative (Details) - USD ($)	3 Months Ended		9 Months Ended
Retirement Benefits - Narrative (Details) - USD ($)	Sep. 30, 2019	Sep. 30, 2018	Sep. 30, 2019	Sep. 30, 2018
Defined Benefit Plan Disclosure [Line Items]
Portion of pension and OPEB obligation attributed to disclosed plans (as a percent)			99.00%
Defined contribution plan, employer contribution	$ 37,000,000	$ 28,000,000	$ 115,000,000	$ 117,000,000
Pension Plan [Member] \| UNITED STATES [Member]
Defined Benefit Plan Disclosure [Line Items]
Defined benefit pension plans, employer contributions			60,000,000
Defined benefit plan, estimated future employer additional contributions, remainder of fiscal year	0		0
Pension Plan [Member] \| UNITED KINGDOM [Member]
Defined Benefit Plan Disclosure [Line Items]
Defined benefit pension plans, employer contributions			54,000,000
Defined benefit plan, estimated future employer additional contributions, remainder of fiscal year	21,000,000		21,000,000
Pension Plan [Member] \| Other Foreign Plans [Member]
Defined Benefit Plan Disclosure [Line Items]
Defined benefit pension plans, employer contributions			20,000,000
Defined benefit plan, estimated future employer additional contributions, remainder of fiscal year	$ 3,000,000		$ 3,000,000

Retirement Benefits - Net Periodic Benefit Cost (Details) - USD ($) $ in Millions	3 Months Ended		9 Months Ended
	Sep. 30, 2019	Sep. 30, 2018	Sep. 30, 2019	Sep. 30, 2018
Pension Plan [Member] \| UNITED STATES [Member]
Defined Benefit Plan Disclosure [Line Items]
Service cost	$ 17	$ 17	$ 49	$ 50
Interest cost	39	35	118	105
Expected return on plan assets	(63)	(68)	(190)	(205)
Settlement	0	0	0	0
Amortization of net loss	4	3	14	9
Amortization of prior service credit	0	0	0	0
Net periodic benefit (income)/cost	(3)	(13)	(9)	(41)
Pension Plan [Member] \| UNITED KINGDOM [Member]
Defined Benefit Plan Disclosure [Line Items]
Service cost	3	4	10	14
Interest cost	23	24	70	72
Expected return on plan assets	(59)	(72)	(184)	(227)
Settlement	0	12	0	32
Amortization of net loss	5	10	15	34
Amortization of prior service credit	(4)	(4)	(12)	(14)
Net periodic benefit (income)/cost	(32)	(26)	(101)	(89)
Pension Plan [Member] \| Other Foreign Plans [Member]
Defined Benefit Plan Disclosure [Line Items]
Service cost	5	6	15	16
Interest cost	5	4	14	13
Expected return on plan assets	(7)	(8)	(22)	(23)
Settlement	1	(14)	1	(14)
Amortization of net loss	1	0	2	1
Amortization of prior service credit	0	0	0	0
Net periodic benefit (income)/cost	5	(12)	10	(7)
PRW [Member]
Defined Benefit Plan Disclosure [Line Items]
Service cost	0	0	0	0
Interest cost	0	1	2	3
Expected return on plan assets	0	0	0	0
Settlement	0	0	0	0
Amortization of net loss	1	1	1	1
Amortization of prior service credit	(1)	0	(3)	0
Net periodic benefit (income)/cost	$ 0	$ 2	$ 0	$ 4

Leases - Narrative (Details) - USD ($)		3 Months Ended	9 Months Ended
Leases - Narrative (Details) - USD ($)	Jan. 01, 2019	Sep. 30, 2018	Sep. 30, 2019	Sep. 30, 2018	Dec. 31, 2018
Leases [Line Items]
Additional lease liabilities	$ 1,200,000,000		$ 1,108,000,000		$ 1,149,000,000
Right-of-use asset	1,000,000,000.0		959,000,000		$ 0
Deferred tax assets	252,000,000
Deferred tax liabilities	252,000,000
Adjustment of retained earnings	$ 0
Rent expense, net of sublease income		$ 58,000,000		$ 186,000,000
Non-cash additions to operating lease ROU assets			99,000,000
Modifications [Member]
Leases [Line Items]
Non-cash additions to operating lease ROU assets			66,000,000
TRANZACT Acquisition [Member]
Leases [Line Items]
Non-cash additions to operating lease ROU assets			$ 19,000,000

Leases - Schedule of Lease (Details) - USD ($) $ in Millions	Sep. 30, 2019	Jan. 01, 2019	Dec. 31, 2018
Leases [Abstract]
Right-of-use assets	$ 959	$ 1,000	$ 0
Operating Lease, Current lease liabilities	151		0
Operating Lease, Long-term lease liabilities	957		0
Finance Lease, Right-of-use assets	10
Finance Lease, Current lease liabilities	3
Finance Lease, Long-term lease liabilities	23		$ 26
Total Right-of-use assets	969
Total Current lease liabilities	154
Total Long-term lease liabilities	$ 980

Leases - Schedule of Amount Recorded in Condensed Consolidated Statement of Comprehensive Income (Details) - USD ($) $ in Millions	3 Months Ended	9 Months Ended
	Sep. 30, 2019	Sep. 30, 2019
Finance lease cost:
Amortization of right-of-use assets	$ 1	$ 2
Interest on lease liabilities	1	3
Operating lease cost	45	139
Short-term lease cost	1	1
Variable lease cost	13	43
Sublease income	(3)	(11)
Total lease cost, net	$ 58	$ 177

Leases - Schedule of Weighted Average Term and Discount Rates (Details)	Sep. 30, 2019
Leases [Abstract]
Operating Leases, Weighted-average remaining term (in years)	8 years 10 months 24 days
Operating Leases, Weighted-average discount rate	3.60%
Finance Leases, Weighted-average remaining term (in years)	6 years 3 months 18 days
Finance Leases, Weighted-average discount rate	12.90%

Leases - Schedule of Maturity of Operating and Finance Leases Liabilities (Details) - USD ($) $ in Millions	Sep. 30, 2019	Jan. 01, 2019	Dec. 31, 2018
Operating Leases [Abstract]
Operating Lease, Remainder of 2019	$ 50
Operating Leases, 2019			$ 197
Operating Lease, 2020	182		180
Operating Lease, 2021	162		159
Operating Lease, 2022	147		142
Operating Lease, 2023	137		131
Operating Lease, Thereafter	624		542
Operating Lease, Total future lease payments	1,302		1,351
Operating Lease, Interest	(194)		(202)
Operating Lease, Total lease liabilities	1,108	$ 1,200	1,149
Finance Leases [Abstract]
Finance Lease, Remainder of 2019	1
Finance Lease, 2019			5
Finance Lease, 2020	6		6
Finance Lease, 2021	6		6
Finance Lease, 2022	6		6
Finance Lease, 2023	6		6
Finance Lease, Thereafter	13		14
Finance Lease, Total future lease payments	38		43
Finance Lease, Interest	(12)		(14)
Finance Lease, Total lease liabilities	26		29
Leases Liabilities Due [Abstract]
Total Lease, Remainder of 2019	51
Total Lease, 2019			202
Total Lease, 2020	188		186
Total Lease, 2021	168		165
Total Lease, 2022	153		148
Total Lease, 2023	143		137
Total Lease, Thereafter	637		556
Total Lease, Total future lease payments	1,340		1,394
Total Lease, Interest	(206)		(216)
Total Lease, Total lease liabilities	$ 1,134		$ 1,178

Commitments and Contingencies - Narrative (Details)																						3 Months Ended		86 Months Ended
Commitments and Contingencies - Narrative (Details)	Oct. 18, 2018 lawsuit	Mar. 09, 2018 lawsuit	Mar. 08, 2018 lawsuit	Feb. 27, 2018 lawsuit	Nov. 21, 2017 lawsuit	Sep. 12, 2016 USD ($) plaintiff	Aug. 05, 2016 USD ($) plaintiff	Mar. 31, 2016 USD ($)	Jul. 21, 2015	Jul. 15, 2015	Oct. 01, 2013 USD ($)	Jun. 20, 2013 lawsuit	Jun. 11, 2013 lawsuit	Jun. 03, 2013 lawsuit	Feb. 14, 2013 USD ($) lawsuit plaintiff	Feb. 08, 2013 USD ($) plaintiff	Apr. 01, 2011 USD ($)	Mar. 11, 2011 USD ($) plaintiff	Sep. 16, 2010 USD ($) plaintiff	Sep. 14, 2009 USD ($) plaintiff	Aug. 06, 2009 USD ($)	Mar. 31, 2016 USD ($)	Dec. 31, 2015 USD ($)	Sep. 12, 2016 lawsuit	Mar. 25, 2014 action
Legacy Towers Watson Stockholders [Member] \| Pending Litigation [Member] \| Merger-Related Securities Litigation [Member]
Loss Contingencies [Line Items]
Number of complaints filed \| lawsuit					1
Legacy Towers Watson, City of Fort Myers General Employees Pension Fund (Fort Myers) [Member] \| Pending Litigation [Member] \| Merger-Related Securities Litigation [Member]
Loss Contingencies [Line Items]
Number of complaints filed \| lawsuit				1
Alaska Laborers-Employers Retirement Trust (Alaska) [Member] \| Pending Litigation [Member] \| Merger-Related Securities Litigation [Member]
Loss Contingencies [Line Items]
Number of complaints filed \| lawsuit			1
Regents [Member] \| Dismissed Litigation [Member] \| Merger-Related Securities Litigation [Member]
Loss Contingencies [Line Items]
Number of complaints filed \| lawsuit		1
Legacy Towers Watson, Naya Master Fund LP, Naya 174 Fund Limited and Naya Lincoln Park Master Fund Limited (collectively, Naya) [Member] [Member] \| Dismissed Litigation [Member] \| Merger-Related Securities Litigation [Member]
Loss Contingencies [Line Items]
Number of complaints filed \| lawsuit	3
Stanford Financial Group [Member] \| Pending Litigation [Member] \| Canabal, et al. v. Willis of Colorado, Inc., et al. [Member]
Loss Contingencies [Line Items]
Damages sought (in excess of)																					$ 1,000,000,000
Stanford Financial Group [Member] \| Pending Litigation [Member] \| Rupert, et al. v. Winter, et al. [Member]
Loss Contingencies [Line Items]
Number of plaintiffs \| plaintiff																				97
Damages sought (in excess of)																				$ 300,000,000
Stanford Financial Group [Member] \| Pending Litigation [Member] \| Casanova, et al. v. Willis of Colorado, Inc., et al. [Member]
Loss Contingencies [Line Items]
Number of plaintiffs \| plaintiff																			7
Damages sought (in excess of)																			$ 5,000,000
Stanford Financial Group [Member] \| Pending Litigation [Member] \| Rishmague, et ano. v. Winter, et al. [Member]
Loss Contingencies [Line Items]
Number of plaintiffs \| plaintiff																		2
Damages sought (in excess of)																		$ 37,000,000
Stanford Financial Group [Member] \| Pending Litigation [Member] \| MacArthur v. Winter, et al. [Member]
Loss Contingencies [Line Items]
Number of plaintiffs \| plaintiff																2
Damages sought (in excess of)																$ 4,000,000
Stanford Financial Group [Member] \| Pending Litigation [Member] \| Florida Suits [Member]
Loss Contingencies [Line Items]
Number of complaints filed \| lawsuit															5
Number of cases removed \| lawsuit														5
Number of cases moved to stay \| lawsuit													4
Number of cases transferred \| lawsuit												5
Claims stayed, period												7 days
Stanford Financial Group [Member] \| Pending Litigation [Member] \| Zacarias, et al. v. Willis Group Holdings Public Limited Company, et al. [Member]
Loss Contingencies [Line Items]
Period to replead dismissed claim										21 days
Stanford Financial Group [Member] \| Pending Litigation [Member] \| Tisminesky, et al. v. Willis Group Holdings Public Limited Company, et al. [Member]
Loss Contingencies [Line Items]
Period to replead dismissed claim									21 days
Stanford Financial Group [Member] \| Pending Litigation [Member] \| de Gadala-Maria, et al. v. Willis Group Holdings Public Limited Company, et al. [Member]
Loss Contingencies [Line Items]
Period to replead dismissed claim									21 days
Stanford Financial Group [Member] \| Pending Litigation [Member] \| Martin v. Willis of Colorado, Inc., et. al. [Member]
Loss Contingencies [Line Items]
Number of plaintiffs \| plaintiff						5	1
Damages sought (in excess of)						$ 1,000,000	$ 100,000
Stanford Financial Group [Member] \| Pending Litigation [Member] \| Abel, et al. v. Willis of Colorado, Inc., et al [Member]
Loss Contingencies [Line Items]
Number of plaintiffs \| plaintiff						300
Damages sought (in excess of)						$ 135,000,000
Stanford Financial Group [Member] \| Settled Litigation [Member]
Loss Contingencies [Line Items]
Number of complaints filed \| lawsuit																								15
Provision for litigation losses																						$ 50,000,000	$ 70,000,000
Litigation settlement amount								$ 120,000,000														$ 120,000,000
Stanford Financial Group [Member] \| Settled Litigation [Member] \| Troice, et al. v. Willis of Colorado, Inc., et al. [Member]
Loss Contingencies [Line Items]
Damages sought (in excess of)																	$ 1,000,000,000
Number of actions consolidated \| action																									2
Stanford Financial Group [Member] \| Settled Litigation [Member] \| Janvey, et al. v. Willis of Colorado, Inc., et al. [Member]
Loss Contingencies [Line Items]
Damages sought (in excess of)											$ 1,000,000,000
Total losses incurred by plaintiff											$ 4,600,000,000
Barbar, et al. v. Willis Group Holdings Public Limited Company, et al. [Member] \| Pending Litigation [Member] \| Florida Suits [Member]
Loss Contingencies [Line Items]
Number of plaintiffs \| plaintiff															35
Damages sought (in excess of)															$ 30,000,000
de Gadala-Maria, et al. v. Willis Group Holdings Public Limited Company, et al. [Member] \| Pending Litigation [Member] \| Florida Suits [Member]
Loss Contingencies [Line Items]
Number of plaintiffs \| plaintiff															64
Damages sought (in excess of)															$ 83,500,000
Ranni, et ano. v. Willis Group Holdings Public Limited Company, et al. [Member] \| Pending Litigation [Member] \| Florida Suits [Member]
Loss Contingencies [Line Items]
Number of plaintiffs \| plaintiff															2
Damages sought (in excess of)															$ 3,000,000
Tisminesky, et al. v. Willis Group Holdings Public Limited Company, et al. [Member] \| Pending Litigation [Member] \| Florida Suits [Member]
Loss Contingencies [Line Items]
Number of plaintiffs \| plaintiff															11
Damages sought (in excess of)															$ 6,500,000
Zacarias, et al. v. Willis Group Holdings Public Limited Company, et al. [Member] \| Pending Litigation [Member] \| Florida Suits [Member]
Loss Contingencies [Line Items]
Number of plaintiffs \| plaintiff															10
Damages sought (in excess of)															$ 12,500,000

Supplementary Information for Certain Balance Sheet Accounts - Prepaid and Other Current Assets (Details) - USD ($)	Sep. 30, 2019	Dec. 31, 2018	Sep. 30, 2018	Dec. 31, 2017
Organization Consolidation And Presentation Of Financial Statements [Abstract]
Prepayments and accrued income	$ 152,000,000	$ 136,000,000
Deferred contract costs	70,000,000	102,000,000
Derivatives and investments	30,000,000	25,000,000
Deferred compensation plan assets	17,000,000	18,000,000
Retention incentives	14,000,000	5,000,000
Corporate income and other taxes	179,000,000	61,000,000
Restricted cash	7,000,000	0	$ 0	$ 0
Acquired renewal commissions receivable	29,000,000
Other current assets	89,000,000	57,000,000
Total prepaid and other current assets	$ 587,000,000	$ 404,000,000

Supplementary Information for Certain Balance Sheet Accounts - Other non - Current Assets (Details) - USD ($) $ in Millions	Sep. 30, 2019	Dec. 31, 2018
Organization Consolidation And Presentation Of Financial Statements [Abstract]
Prepayments and accrued income	$ 12	$ 14
Deferred contract costs	68	46
Deferred compensation plan assets	140	125
Deferred tax assets	68	59
Accounts receivable, net	20	20
Acquired renewal commissions receivable	130
Other investments	20	7
Insurance recovery receivables	119	86
Other non-current assets	124	110
Total other non-current assets	$ 701	$ 467

Supplementary Information for Certain Balance Sheet Accounts - Deferred Revenue and Accrued Liabilities (Details) - USD ($) $ in Millions	Sep. 30, 2019	Dec. 31, 2018
Organization Consolidation And Presentation Of Financial Statements [Abstract]
Accounts payable, accrued liabilities and deferred income	$ 737	$ 691
Accrued discretionary and incentive compensation	560	758
Accrued vacation	162	111
Other employee-related liabilities	62	87
Total deferred revenue and accrued expenses	$ 1,521	$ 1,647

Supplementary Information for Certain Balance Sheet Accounts - Other Current Liabilities (Details) - USD ($) $ in Millions	Sep. 30, 2019	Dec. 31, 2018
Organization Consolidation And Presentation Of Financial Statements [Abstract]
Accounts payable	$ 145	$ 163
Income and other taxes payable	165	129
Contingent and deferred consideration on acquisitions	17	61
Payroll-related liabilities	193	210
Derivatives	17	13
Third party commissions	186	169
Other current liabilities	78	119
Total other current liabilities	$ 801	$ 864

Supplementary Information for Certain Balance Sheet Accounts - Other Non-current Liabilities (Details) - USD ($) $ in Millions	Sep. 30, 2019	Dec. 31, 2018
Organization Consolidation And Presentation Of Financial Statements [Abstract]
Incentives from lessors		$ 120
Deferred compensation plan liability	$ 139	125
Contingent and deferred consideration on acquisitions	29	22
Liabilities for uncertain tax positions	49	46
Finance leases	23	26
Other non-current liabilities	74	90
Total other non-current liabilities	$ 314	$ 429

Accumulated Other Comprehensive Loss - Schedule of Accumulated Other Comprehensive Income (Loss) (Details) - USD ($)		3 Months Ended		9 Months Ended
	Jan. 01, 2019	Sep. 30, 2019	Sep. 30, 2018	Sep. 30, 2019	Sep. 30, 2018
AOCI Attributable to Parent, Net of Tax [Roll Forward]
Stockholders' equity attributable to parent, beginning balance	$ 9,852,000,000			$ 9,852,000,000
Reclassification of tax effects per ASU 2018-02	0
Stockholders' equity attributable to parent, ending balance		$ 9,887,000,000		9,887,000,000
Foreign currency translation [Member]
AOCI Attributable to Parent, Net of Tax [Roll Forward]
Stockholders' equity attributable to parent, beginning balance	(616,000,000)	(626,000,000)	$ (506,000,000)	(616,000,000)	$ (365,000,000)
Other comprehensive income/(loss) before reclassifications		(120,000,000)	(44,000,000)	(130,000,000)	(185,000,000)
Amounts reclassified from accumulated other comprehensive income/(loss) (net of income tax)		0	0	0	0
Net current-period other comprehensive income/(loss)		(120,000,000)	(44,000,000)	(130,000,000)	(185,000,000)
Stockholders' equity attributable to parent, ending balance		(746,000,000)	(550,000,000)	(746,000,000)	(550,000,000)
Foreign currency translation [Member] \| Accounting Standards Update 2018-02 [Member]
AOCI Attributable to Parent, Net of Tax [Roll Forward]
Reclassification of tax effects per ASU 2018-02				0	0
Gains and losses on cash flow hedges [Member]
AOCI Attributable to Parent, Net of Tax [Roll Forward]
Stockholders' equity attributable to parent, beginning balance	(8,000,000)	(4,000,000)	(5,000,000)	(8,000,000)	(10,000,000)
Other comprehensive income/(loss) before reclassifications		(5,000,000)	(4,000,000)	(6,000,000)	(15,000,000)
Amounts reclassified from accumulated other comprehensive income/(loss) (net of income tax)		2,000,000	5,000,000	7,000,000	21,000,000
Net current-period other comprehensive income/(loss)		(3,000,000)	1,000,000	1,000,000	6,000,000
Stockholders' equity attributable to parent, ending balance		(7,000,000)	(4,000,000)	(7,000,000)	(4,000,000)
Gains and losses on cash flow hedges [Member] \| Accounting Standards Update 2018-02 [Member]
AOCI Attributable to Parent, Net of Tax [Roll Forward]
Reclassification of tax effects per ASU 2018-02				0	0
Defined pension and post-retirement benefit costs [Member]
AOCI Attributable to Parent, Net of Tax [Roll Forward]
Stockholders' equity attributable to parent, beginning balance	(1,337,000,000)	(1,363,000,000)	(1,094,000,000)	(1,337,000,000)	(1,138,000,000)
Other comprehensive income/(loss) before reclassifications		1,000,000	12,000,000	5,000,000	46,000,000
Amounts reclassified from accumulated other comprehensive income/(loss) (net of income tax)		2,000,000	9,000,000	8,000,000	19,000,000
Net current-period other comprehensive income/(loss)		3,000,000	21,000,000	(23,000,000)	65,000,000
Stockholders' equity attributable to parent, ending balance		(1,360,000,000)	(1,073,000,000)	(1,360,000,000)	(1,073,000,000)
Defined pension and post-retirement benefit costs [Member] \| Accounting Standards Update 2018-02 [Member]
AOCI Attributable to Parent, Net of Tax [Roll Forward]
Reclassification of tax effects per ASU 2018-02	(36,000,000)			(36,000,000)	0
AOCL [Member]
AOCI Attributable to Parent, Net of Tax [Roll Forward]
Stockholders' equity attributable to parent, beginning balance	$ (1,961,000,000)	(1,993,000,000)	(1,605,000,000)	(1,961,000,000)	(1,513,000,000)
Other comprehensive income/(loss) before reclassifications		(124,000,000)	(36,000,000)	(131,000,000)	(154,000,000)
Amounts reclassified from accumulated other comprehensive income/(loss) (net of income tax)		4,000,000	14,000,000	15,000,000	40,000,000
Net current-period other comprehensive income/(loss)		(120,000,000)	(22,000,000)	(152,000,000)	(114,000,000)
Stockholders' equity attributable to parent, ending balance		$ (2,113,000,000)	$ (1,627,000,000)	(2,113,000,000)	(1,627,000,000)
AOCL [Member] \| Accounting Standards Update 2018-02 [Member]
AOCI Attributable to Parent, Net of Tax [Roll Forward]
Reclassification of tax effects per ASU 2018-02				$ (36,000,000)	$ 0

Accumulated Other Comprehensive Loss - Schedule of Accumulated Other Comprehensive Income (Loss) (Parenthetical) (Details) - USD ($)		3 Months Ended		9 Months Ended
	Jan. 01, 2019	Sep. 30, 2019	Sep. 30, 2018	Sep. 30, 2019	Sep. 30, 2018
AOCI Attributable to Parent, Net of Tax [Roll Forward]
Reclassification from AOCI, Current Period, Tax		$ 2,000,000	$ 9,000,000	$ 9,000,000	$ 21,000,000
Adjustment of retained earnings	$ 0
Accounting Standards Update 2018-02 [Member] \| Defined pension and post-retirement benefit costs [Member]
AOCI Attributable to Parent, Net of Tax [Roll Forward]
Adjustment of retained earnings	$ (36,000,000)			$ (36,000,000)	$ 0

Earnings Per Share - Narrative (Details) - shares shares in Millions	3 Months Ended		9 Months Ended
	Sep. 30, 2019	Sep. 30, 2018	Sep. 30, 2019	Sep. 30, 2018
Restricted share units [Member]
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Antidilutive securities excluded from computation of earnings per share	0.0	0.3	0.0	0.2
Time-based award [Member]
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Stock options outstanding	0.3	0.5	0.3	0.5
Restricted share units outstanding		0.1		0.1
Performance-based [Member]
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Stock options outstanding	0.3	0.6	0.3	0.6
Restricted share units outstanding	0.6	0.8	0.6	0.8
Phantom Share Units (PSUs) [Member]
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Restricted share units outstanding	0.5	0.3	0.5	0.3

Earnings Per Share - Basic and Diluted Earnings Per Share (Details) - USD ($) $ / shares in Units, shares in Millions, $ in Millions	3 Months Ended		9 Months Ended
	Sep. 30, 2019	Sep. 30, 2018	Sep. 30, 2019	Sep. 30, 2018
Earnings Per Share [Abstract]
NET INCOME ATTRIBUTABLE TO WILLIS TOWERS WATSON	$ 75	$ 44	$ 500	$ 317
Basic average number of shares outstanding (shares)	130	131	130	132
Dilutive effect of potentially issuable shares (shares)	0	1	0	0
Diluted average number of shares outstanding (shares)	130	132	130	132
Basic earnings per share	$ 0.58	$ 0.34	$ 3.86	$ 2.40
Dilutive effect of potentially issuable shares (USD per share)	0	(0.01)	(0.02)	(0.01)
Diluted earnings per share	$ 0.58	$ 0.33	$ 3.84	$ 2.39

The amount of net income (loss) for the period per each share of common stock or unit outstanding during the reporting period.

+ References

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+ Details

The amount of net income (loss) for the period available to each share of common stock or common unit outstanding during the reporting period and to each share or unit that would have been outstanding assuming the issuance of common shares or units for all dilutive potential common shares or units outstanding during the reporting period.

+ References

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+ Details

Condensed Financial Statements, Captions [Line Items]

The portion of profit or loss for the period, net of income taxes, which is attributable to the parent.

+ References + Details

Financial Information for Issuers and Other Guarantor Subsidiaries - Narrative (Details) € in Millions		9 Months Ended
	Sep. 10, 2019 USD ($)	Sep. 30, 2019 USD ($)	Sep. 10, 2018 USD ($)	May 16, 2017 USD ($)	Mar. 07, 2017 USD ($)	May 26, 2016 USD ($)	May 26, 2016 EUR (€)	Mar. 22, 2016 USD ($)	Aug. 15, 2013 USD ($)	Mar. 17, 2011 USD ($)
Debt Instrument [Line Items]
Debt instrument, term	1 year
Revolving 1.25 Billion Dollar Credit Facility [Member] \| Revolving Credit Facility [Member]
Debt Instrument [Line Items]
Maximum borrowing capacity		$ 1,250,000,000
Willis North America [Member] \| Term Loan [Member]
Debt Instrument [Line Items]
Post-acquisition borrowings		$ 200,000,000
Debt instrument, term		1 year
Trinity Acquisition plc [Member] \| Term Loan [Member]
Debt Instrument [Line Items]
Post-acquisition borrowings		$ 267,000,000
Debt instrument, term		1 year
Trinity Acquisition plc [Member] \| Revolving 1.25 Billion Dollar Credit Facility [Member] \| Revolving Credit Facility [Member]
Debt Instrument [Line Items]
Post-acquisition borrowings		$ 90,000,000
Maximum borrowing capacity					$ 1,250,000,000
Senior Notes [Member] \| Willis North America [Member]
Debt Instrument [Line Items]
Post-acquisition borrowings	$ 1,000,000,000.0	2,700,000,000	$ 1,000,000,000.0	$ 650,000,000
Senior Notes [Member] \| Trinity Acquisition plc [Member]
Debt Instrument [Line Items]
Post-acquisition borrowings		$ 2,100,000,000				$ 609,000,000	€ 540	$ 1,000,000,000.0	$ 525,000,000
Parent Company [Member] \| Senior Notes [Member]
Debt Instrument [Line Items]
Post-acquisition borrowings										$ 500,000,000

Financial Information for Issuers and Other Guarantor Subsidiaries - Unaudited Condensed Consolidated Statement of Comprehensive Income (Details) - USD ($) $ in Millions	3 Months Ended						9 Months Ended
	Sep. 30, 2019	Jun. 30, 2019	Mar. 31, 2019	Sep. 30, 2018	Jun. 30, 2018	Mar. 31, 2018	Sep. 30, 2019	Sep. 30, 2018
Condensed Financial Statements, Captions [Line Items]
Revenue	$ 1,989			$ 1,859			$ 6,349	$ 6,141
Costs of providing services
Salaries and benefits	1,283			1,238			3,909	3,890
Other operating expenses	417			374			1,247	1,203
Depreciation	58			53			171	153
Amortization	118			127			368	408
Transaction and integration expenses	6			50			12	148
Total costs of providing services	1,882			1,842			5,707	5,802
Income from operations	107			17			642	339
Intercompany (expense)/income	0			0			0	0
Interest expense	(62)			(51)			(172)	(154)
Other income, net	55			70			177	189
(LOSS)/INCOME FROM OPERATIONS BEFORE INCOME TAXES	100			36			647	374
Benefit from/(provision for) income taxes	(20)			10			(125)	(42)
Equity account for subsidiaries	0			0			0	0
NET INCOME	80	$ 149	$ 293	46	$ 65	$ 221	522	332
Income attributable to non-controlling interests	(5)			(2)			(22)	(15)
NET INCOME/(LOSS) ATTRIBUTABLE TO WILLIS TOWERS WATSON	75			44			500	317
Comprehensive income/(loss) before non-controlling interests	(42)			24			405	218
Comprehensive income attributable to non-controlling interests	(3)			(2)			(21)	(15)
Comprehensive (loss)/income attributable to Willis Towers Watson	(45)			22			384	203
Other guarantors [Member]
Condensed Financial Statements, Captions [Line Items]
Revenue	0			1			0	0
Costs of providing services
Salaries and benefits	0			1			0	0
Other operating expenses	27			34			86	128
Depreciation	1			1			2	3
Amortization	1			1			2	2
Transaction and integration expenses	0			0			0	1
Total costs of providing services	29			37			90	134
Income from operations	(29)			(36)			(90)	(134)
Intercompany (expense)/income	74			58			199	247
Interest expense	0			0			0	0
Other income, net	0			0			0	2
(LOSS)/INCOME FROM OPERATIONS BEFORE INCOME TAXES	45			22			109	115
Benefit from/(provision for) income taxes	(12)			(5)			(26)	(21)
Equity account for subsidiaries	51			33			431	240
NET INCOME	84			50			514	334
Income attributable to non-controlling interests	0			0			0	0
NET INCOME/(LOSS) ATTRIBUTABLE TO WILLIS TOWERS WATSON	84			50			514	334
Comprehensive income/(loss) before non-controlling interests	(35)			29			400	220
Comprehensive income attributable to non-controlling interests	0			0			0	0
Comprehensive (loss)/income attributable to Willis Towers Watson	(35)			29			400	220
Non-guarantors [Member]
Condensed Financial Statements, Captions [Line Items]
Revenue	1,978			1,851			6,313	6,127
Costs of providing services
Salaries and benefits	1,273			1,221			3,864	3,837
Other operating expenses	384			332			1,137	1,040
Depreciation	57			52			169	150
Amortization	118			128			368	408
Transaction and integration expenses	(1)			51			3	143
Total costs of providing services	1,831			1,784			5,541	5,578
Income from operations	147			67			772	549
Intercompany (expense)/income	(75)			(95)			(226)	(330)
Interest expense	(4)			(3)			(9)	(15)
Other income, net	54			70			176	187
(LOSS)/INCOME FROM OPERATIONS BEFORE INCOME TAXES	122			39			713	391
Benefit from/(provision for) income taxes	(22)			0			(131)	(48)
Equity account for subsidiaries	0			0			0	0
NET INCOME	100			39			582	343
Income attributable to non-controlling interests	(5)			(2)			(22)	(15)
NET INCOME/(LOSS) ATTRIBUTABLE TO WILLIS TOWERS WATSON	95			37			560	328
Comprehensive income/(loss) before non-controlling interests	(23)			22			452	223
Comprehensive income attributable to non-controlling interests	(3)			(2)			(21)	(15)
Comprehensive (loss)/income attributable to Willis Towers Watson	(26)			20			431	208
Reportable Legal Entities [Member] \| Parent Company [Member]
Condensed Financial Statements, Captions [Line Items]
Revenue	0			0			0	0
Costs of providing services
Salaries and benefits	0			1			2	2
Other operating expenses	0			1			2	3
Depreciation	0			0			0	0
Amortization	0			0			0	0
Transaction and integration expenses	0			0			0	0
Total costs of providing services	0			2			4	5
Income from operations	0			(2)			(4)	(5)
Intercompany (expense)/income	0			0			0	0
Interest expense	(7)			(7)			(22)	(22)
Other income, net	0			0			0	0
(LOSS)/INCOME FROM OPERATIONS BEFORE INCOME TAXES	(7)			(9)			(26)	(27)
Benefit from/(provision for) income taxes	0			0			0	0
Equity account for subsidiaries	82			53			526	344
NET INCOME	75			44			500	317
Income attributable to non-controlling interests	0			0			0	0
NET INCOME/(LOSS) ATTRIBUTABLE TO WILLIS TOWERS WATSON	75			44			500	317
Comprehensive income/(loss) before non-controlling interests	(45)			22			384	203
Comprehensive income attributable to non-controlling interests	0			0			0	0
Comprehensive (loss)/income attributable to Willis Towers Watson	(45)			22			384	203
Consolidating adjustments [Member]
Condensed Financial Statements, Captions [Line Items]
Revenue	0			0			0	0
Costs of providing services
Salaries and benefits	0			0			0	0
Other operating expenses	0			0			0	0
Depreciation	0			0			0	0
Amortization	(1)			(2)			(2)	(2)
Transaction and integration expenses	0			0			0	0
Total costs of providing services	(1)			(2)			(2)	(2)
Income from operations	1			2			2	2
Intercompany (expense)/income	0			0			0	0
Interest expense	0			0			0	0
Other income, net	0			0			0	0
(LOSS)/INCOME FROM OPERATIONS BEFORE INCOME TAXES	1			2			2	2
Benefit from/(provision for) income taxes	0			0			0	0
Equity account for subsidiaries	(152)			(56)			(1,378)	(646)
NET INCOME	(151)			(54)			(1,376)	(644)
Income attributable to non-controlling interests	0			0			0	0
NET INCOME/(LOSS) ATTRIBUTABLE TO WILLIS TOWERS WATSON	(151)			(54)			(1,376)	(644)
Comprehensive income/(loss) before non-controlling interests	222			10			(1,009)	(242)
Comprehensive income attributable to non-controlling interests	0			0			0	0
Comprehensive (loss)/income attributable to Willis Towers Watson	222			10			(1,009)	(242)
Willis North America [Member] \| Reportable Legal Entities [Member]
Condensed Financial Statements, Captions [Line Items]
Revenue	11			7			36	14
Costs of providing services
Salaries and benefits	10			15			43	51
Other operating expenses	6			7			22	32
Depreciation	0			0			0	0
Amortization	0			0			0	0
Transaction and integration expenses	7			(1)			9	4
Total costs of providing services	23			21			74	87
Income from operations	(12)			(14)			(38)	(73)
Intercompany (expense)/income	(38)			4			(61)	(10)
Interest expense	(25)			(13)			(69)	(35)
Other income, net	0			0			0	0
(LOSS)/INCOME FROM OPERATIONS BEFORE INCOME TAXES	(75)			(23)			(168)	(118)
Benefit from/(provision for) income taxes	16			16			35	29
Equity account for subsidiaries	21			(8)			132	(50)
NET INCOME	(38)			(15)			(1)	(139)
Income attributable to non-controlling interests	0			0			0	0
NET INCOME/(LOSS) ATTRIBUTABLE TO WILLIS TOWERS WATSON	(38)			(15)			(1)	(139)
Comprehensive income/(loss) before non-controlling interests	(74)			(18)			(32)	(193)
Comprehensive income attributable to non-controlling interests	0			0			0	0
Comprehensive (loss)/income attributable to Willis Towers Watson	(74)			(18)			(32)	(193)
Trinity Acquisition plc [Member] \| Reportable Legal Entities [Member]
Condensed Financial Statements, Captions [Line Items]
Revenue	0			0			0	0
Costs of providing services
Salaries and benefits	0			0			0	0
Other operating expenses	0			0			0	0
Depreciation	0			0			0	0
Amortization	0			0			0	0
Transaction and integration expenses	0			0			0	0
Total costs of providing services	0			0			0	0
Income from operations	0			0			0	0
Intercompany (expense)/income	39			33			88	93
Interest expense	(26)			(28)			(72)	(82)
Other income, net	1			0			1	0
(LOSS)/INCOME FROM OPERATIONS BEFORE INCOME TAXES	14			5			17	11
Benefit from/(provision for) income taxes	(2)			(1)			(3)	(2)
Equity account for subsidiaries	(2)			(22)			289	112
NET INCOME	10			(18)			303	121
Income attributable to non-controlling interests	0			0			0	0
NET INCOME/(LOSS) ATTRIBUTABLE TO WILLIS TOWERS WATSON	10			(18)			303	121
Comprehensive income/(loss) before non-controlling interests	(87)			(41)			210	7
Comprehensive income attributable to non-controlling interests	0			0			0	0
Comprehensive (loss)/income attributable to Willis Towers Watson	$ (87)			$ (41)			$ 210	$ 7

Financial Information for Issuers and Other Guarantor Subsidiaries - Unaudited Condensed Consolidated Balance Sheet (Details) - USD ($) $ in Millions	Sep. 30, 2019	Jun. 30, 2019	Mar. 31, 2019	Jan. 01, 2019	Dec. 31, 2018	Sep. 30, 2018	Jun. 30, 2018	Mar. 31, 2018	Dec. 31, 2017
ASSETS
Cash and cash equivalents	$ 867				$ 1,033
Fiduciary assets	13,779				12,604
Accounts receivable, net	2,167				2,379
Prepaid and other current assets	587				404
Total current assets	17,400				16,420
Intercompany receivables, net	0				0
Fixed assets, net	963				942
Goodwill	11,187				10,465
Other intangible assets, net	3,561				3,318
Right-of-use assets	959			$ 1,000	0
Pension benefits assets	932				773
Other non-current assets	701				467
Total non-current assets	18,303				15,965
Investments in subsidiaries	0				0
TOTAL ASSETS	35,703				32,385
LIABILITIES AND EQUITY
Fiduciary liabilities	13,779				12,604
Deferred revenue and accrued expenses	1,521				1,647
Current debt	484				186
Current lease liabilities	151				0
Other current liabilities	801				864
Total current liabilities	16,736				15,301
Intercompany payables, net	0				0
Long-term debt	5,381				4,389
Liability for pension benefits	1,039				1,170
Deferred tax liabilities	690				559
Provision for liabilities	555				540
Long-term lease liabilities	957				0
Other non-current liabilities	314				429
Total non-current liabilities	8,936				7,087
TOTAL LIABILITIES	25,672				22,388
REDEEMABLE NON-CONTROLLING INTEREST	30				26
EQUITY
Total Willis Towers Watson shareholders’ equity	9,887				9,852
Non-controlling interests	114				119
Total equity	10,001	$ 10,204	$ 10,214		9,971	$ 10,163	$ 10,347	$ 10,802	$ 10,249
TOTAL LIABILITIES AND EQUITY	35,703				32,385
Other guarantors [Member]
ASSETS
Cash and cash equivalents	0				0
Fiduciary assets	0				0
Accounts receivable, net	0				0
Prepaid and other current assets	10				33
Total current assets	10				33
Intercompany receivables, net	0				0
Fixed assets, net	17				16
Goodwill	0				0
Other intangible assets, net	56				58
Right-of-use assets	0
Pension benefits assets	0				0
Other non-current assets	47				49
Total non-current assets	120				123
Investments in subsidiaries	7,334				8,108
TOTAL ASSETS	7,464				8,264
LIABILITIES AND EQUITY
Fiduciary liabilities	0				0
Deferred revenue and accrued expenses	2				3
Current debt	0				0
Current lease liabilities	0
Other current liabilities	17				13
Total current liabilities	19				16
Intercompany payables, net	4,184				4,691
Long-term debt	0				0
Liability for pension benefits	0				0
Deferred tax liabilities	0				0
Provision for liabilities	0				0
Long-term lease liabilities	0
Other non-current liabilities	5				5
Total non-current liabilities	4,189				4,696
TOTAL LIABILITIES	4,208				4,712
REDEEMABLE NON-CONTROLLING INTEREST	0				0
EQUITY
Total Willis Towers Watson shareholders’ equity	3,256				3,552
Non-controlling interests	0				0
Total equity	3,256				3,552
TOTAL LIABILITIES AND EQUITY	7,464				8,264
Non-guarantors [Member]
ASSETS
Cash and cash equivalents	867				1,033
Fiduciary assets	13,779				12,604
Accounts receivable, net	2,139				2,355
Prepaid and other current assets	426				357
Total current assets	17,211				16,349
Intercompany receivables, net	0				0
Fixed assets, net	946				926
Goodwill	11,187				10,465
Other intangible assets, net	3,561				3,318
Right-of-use assets	959
Pension benefits assets	932				773
Other non-current assets	630				452
Total non-current assets	18,215				15,934
Investments in subsidiaries	0				0
TOTAL ASSETS	35,426				32,283
LIABILITIES AND EQUITY
Fiduciary liabilities	13,779				12,604
Deferred revenue and accrued expenses	1,516				1,641
Current debt	21				0
Current lease liabilities	151
Other current liabilities	822				935
Total current liabilities	16,289				15,180
Intercompany payables, net	883				517
Long-term debt	70				0
Liability for pension benefits	1,039				1,170
Deferred tax liabilities	807				688
Provision for liabilities	435				420
Long-term lease liabilities	957
Other non-current liabilities	291				411
Total non-current liabilities	4,482				3,206
TOTAL LIABILITIES	20,771				18,386
REDEEMABLE NON-CONTROLLING INTEREST	30				26
EQUITY
Total Willis Towers Watson shareholders’ equity	14,511				13,752
Non-controlling interests	114				119
Total equity	14,625				13,871
TOTAL LIABILITIES AND EQUITY	35,426				32,283
Reportable Legal Entities [Member] \| Parent Company [Member]
ASSETS
Cash and cash equivalents	0				0
Fiduciary assets	0				0
Accounts receivable, net	0				0
Prepaid and other current assets	0				0
Total current assets	0				0
Intercompany receivables, net	4,622				4,755
Fixed assets, net	0				0
Goodwill	0				0
Other intangible assets, net	0				0
Right-of-use assets	0
Pension benefits assets	0				0
Other non-current assets	0				0
Total non-current assets	4,622				4,755
Investments in subsidiaries	5,860				5,691
TOTAL ASSETS	10,482				10,446
LIABILITIES AND EQUITY
Fiduciary liabilities	0				0
Deferred revenue and accrued expenses	0				1
Current debt	0				0
Current lease liabilities	0
Other current liabilities	97				95
Total current liabilities	97				96
Intercompany payables, net	0				0
Long-term debt	498				498
Liability for pension benefits	0				0
Deferred tax liabilities	0				0
Provision for liabilities	0				0
Long-term lease liabilities	0
Other non-current liabilities	0				0
Total non-current liabilities	498				498
TOTAL LIABILITIES	595				594
REDEEMABLE NON-CONTROLLING INTEREST	0				0
EQUITY
Total Willis Towers Watson shareholders’ equity	9,887				9,852
Non-controlling interests	0				0
Total equity	9,887				9,852
TOTAL LIABILITIES AND EQUITY	10,482				10,446
Consolidating adjustments [Member]
ASSETS
Cash and cash equivalents	0				0
Fiduciary assets	0				0
Accounts receivable, net	1				0
Prepaid and other current assets	(227)				(298)
Total current assets	(226)				(298)
Intercompany receivables, net	(6,084)				(6,110)
Fixed assets, net	0				0
Goodwill	0				0
Other intangible assets, net	(56)				(58)
Right-of-use assets	0
Pension benefits assets	0				0
Other non-current assets	(117)				(128)
Total non-current assets	(6,257)				(6,296)
Investments in subsidiaries	(24,006)				(23,125)
TOTAL ASSETS	(30,489)				(29,719)
LIABILITIES AND EQUITY
Fiduciary liabilities	0				0
Deferred revenue and accrued expenses	0				0
Current debt	0				0
Current lease liabilities	0
Other current liabilities	(179)				(250)
Total current liabilities	(179)				(250)
Intercompany payables, net	(6,084)				(6,110)
Long-term debt	0				0
Liability for pension benefits	0				0
Deferred tax liabilities	(117)				(129)
Provision for liabilities	0				0
Long-term lease liabilities	0
Other non-current liabilities	0				0
Total non-current liabilities	(6,201)				(6,239)
TOTAL LIABILITIES	(6,380)				(6,489)
REDEEMABLE NON-CONTROLLING INTEREST	0				0
EQUITY
Total Willis Towers Watson shareholders’ equity	(24,109)				(23,230)
Non-controlling interests	0				0
Total equity	(24,109)				(23,230)
TOTAL LIABILITIES AND EQUITY	(30,489)				(29,719)
Willis North America [Member] \| Reportable Legal Entities [Member]
ASSETS
Cash and cash equivalents	0				0
Fiduciary assets	0				0
Accounts receivable, net	27				24
Prepaid and other current assets	378				311
Total current assets	405				335
Intercompany receivables, net	0				0
Fixed assets, net	0				0
Goodwill	0				0
Other intangible assets, net	0				0
Right-of-use assets	0
Pension benefits assets	0				0
Other non-current assets	139				92
Total non-current assets	139				92
Investments in subsidiaries	8,117				6,649
TOTAL ASSETS	8,661				7,076
LIABILITIES AND EQUITY
Fiduciary liabilities	0				0
Deferred revenue and accrued expenses	3				2
Current debt	196				186
Current lease liabilities	0
Other current liabilities	28				38
Total current liabilities	227				226
Intercompany payables, net	1,017				902
Long-term debt	2,714				1,635
Liability for pension benefits	0				0
Deferred tax liabilities	0				0
Provision for liabilities	120				120
Long-term lease liabilities	0
Other non-current liabilities	18				13
Total non-current liabilities	3,869				2,670
TOTAL LIABILITIES	4,096				2,896
REDEEMABLE NON-CONTROLLING INTEREST	0				0
EQUITY
Total Willis Towers Watson shareholders’ equity	4,565				4,180
Non-controlling interests	0				0
Total equity	4,565				4,180
TOTAL LIABILITIES AND EQUITY	8,661				7,076
Trinity Acquisition plc [Member] \| Reportable Legal Entities [Member]
ASSETS
Cash and cash equivalents	0				0
Fiduciary assets	0				0
Accounts receivable, net	0				0
Prepaid and other current assets	0				1
Total current assets	0				1
Intercompany receivables, net	1,462				1,355
Fixed assets, net	0				0
Goodwill	0				0
Other intangible assets, net	0				0
Right-of-use assets	0
Pension benefits assets	0				0
Other non-current assets	2				2
Total non-current assets	1,464				1,357
Investments in subsidiaries	2,695				2,677
TOTAL ASSETS	4,159				4,035
LIABILITIES AND EQUITY
Fiduciary liabilities	0				0
Deferred revenue and accrued expenses	0				0
Current debt	267				0
Current lease liabilities	0
Other current liabilities	16				33
Total current liabilities	283				33
Intercompany payables, net	0				0
Long-term debt	2,099				2,256
Liability for pension benefits	0				0
Deferred tax liabilities	0				0
Provision for liabilities	0				0
Long-term lease liabilities	0
Other non-current liabilities	0				0
Total non-current liabilities	2,099				2,256
TOTAL LIABILITIES	2,382				2,289
REDEEMABLE NON-CONTROLLING INTEREST	0				0
EQUITY
Total Willis Towers Watson shareholders’ equity	1,777				1,746
Non-controlling interests	0				0
Total equity	1,777				1,746
TOTAL LIABILITIES AND EQUITY	$ 4,159				$ 4,035

Financial Information for Issuers and Other Guarantor Subsidiaries - Unaudited Condensed Consolidated Statement of Cash Flows (Details) - USD ($)
$ in Millions

9 Months Ended

Sep. 30, 2019

Sep. 30, 2018

$ 620

$ 716

Additions to fixed assets and software for internal use

(175)

(209)

(43)

(41)

(1,324)

(8)

Proceeds from/(repayments of) intercompany investing activities, net

(6)

(1,531)

(240)

Net borrowings/(payments) on revolving credit facility

(41)

(654)

997

998

1,100

(13)

(8)

(825)

(170)

(147)

(401)

Payments of deferred and contingent consideration related to acquisitions

(47)

(50)

(14)

(30)

Acquisitions of and dividends paid to non-controlling interests

(245)

(228)

(22)

(20)

Proceeds from/(repayments of) intercompany financing activities, net

DECREASE IN CASH, CASH EQUIVALENTS AND RESTRICTED CASH

774

(542)

(137)

(66)

Effect of exchange rate changes on cash, cash equivalents and restricted cash

(22)

(33)

CASH, CASH EQUIVALENTS AND RESTRICTED CASH, END OF PERIOD

^[1]

1,033

^[2]

1,030

^[1]

874

^[2]

931

Other guarantors [Member]

Condensed Financial Statements, Captions [Line Items]

369

(37)

Additions to fixed assets and software for internal use

(2)

(3)

Proceeds from/(repayments of) intercompany investing activities, net

230

101

228

Net borrowings/(payments) on revolving credit facility

Payments of deferred and contingent consideration related to acquisitions

Acquisitions of and dividends paid to non-controlling interests

(151)

Proceeds from/(repayments of) intercompany financing activities, net

(597)

DECREASE IN CASH, CASH EQUIVALENTS AND RESTRICTED CASH

(597)

(62)

(1)

Effect of exchange rate changes on cash, cash equivalents and restricted cash

CASH, CASH EQUIVALENTS AND RESTRICTED CASH, END OF PERIOD

^[2]

^[2]

Non-guarantors [Member]

Condensed Financial Statements, Captions [Line Items]

209

382

Additions to fixed assets and software for internal use

(173)

(206)

(43)

(41)

(12)

(8)

Proceeds from/(repayments of) intercompany investing activities, net

(6)

306

(276)

(513)

Net borrowings/(payments) on revolving credit facility

(4)

(170)

Payments of deferred and contingent consideration related to acquisitions

(47)

(50)

(14)

(30)

Acquisitions of and dividends paid to non-controlling interests

(169)

(22)

(20)

Proceeds from/(repayments of) intercompany financing activities, net

(348)

507

DECREASE IN CASH, CASH EQUIVALENTS AND RESTRICTED CASH

(435)

(137)

(63)

Effect of exchange rate changes on cash, cash equivalents and restricted cash

(22)

(33)

CASH, CASH EQUIVALENTS AND RESTRICTED CASH, END OF PERIOD

1,033

^[2]

1,027

874

^[2]

931

Reportable Legal Entities [Member] | Parent Company [Member]

Condensed Financial Statements, Captions [Line Items]

232

637

Additions to fixed assets and software for internal use

Proceeds from/(repayments of) intercompany investing activities, net

129

(30)

129

(30)

Net borrowings/(payments) on revolving credit facility

(147)

(401)

Payments of deferred and contingent consideration related to acquisitions

Acquisitions of and dividends paid to non-controlling interests

(245)

(228)

Proceeds from/(repayments of) intercompany financing activities, net

(1)

DECREASE IN CASH, CASH EQUIVALENTS AND RESTRICTED CASH

(361)

(609)

(2)

Effect of exchange rate changes on cash, cash equivalents and restricted cash

CASH, CASH EQUIVALENTS AND RESTRICTED CASH, END OF PERIOD

^[2]

^[2]

Consolidating adjustments [Member]

Condensed Financial Statements, Captions [Line Items]

(652)

Additions to fixed assets and software for internal use

Proceeds from/(repayments of) intercompany investing activities, net

245

245

Net borrowings/(payments) on revolving credit facility

Payments of deferred and contingent consideration related to acquisitions

Acquisitions of and dividends paid to non-controlling interests

652

Proceeds from/(repayments of) intercompany financing activities, net

(7)

(245)

DECREASE IN CASH, CASH EQUIVALENTS AND RESTRICTED CASH

(7)

407

Effect of exchange rate changes on cash, cash equivalents and restricted cash

CASH, CASH EQUIVALENTS AND RESTRICTED CASH, END OF PERIOD

^[2]

^[2]

Willis North America [Member] | Reportable Legal Entities [Member]

Condensed Financial Statements, Captions [Line Items]

(76)

(42)

Additions to fixed assets and software for internal use

(1,312)

Proceeds from/(repayments of) intercompany investing activities, net

137

(1,175)

Net borrowings/(payments) on revolving credit facility

(143)

997

998

600

(13)

(8)

(587)

Payments of deferred and contingent consideration related to acquisitions

Acquisitions of and dividends paid to non-controlling interests

Proceeds from/(repayments of) intercompany financing activities, net

164

(807)

DECREASE IN CASH, CASH EQUIVALENTS AND RESTRICTED CASH

1,251

Effect of exchange rate changes on cash, cash equivalents and restricted cash

CASH, CASH EQUIVALENTS AND RESTRICTED CASH, END OF PERIOD

^[2]

^[2]

Trinity Acquisition plc [Member] | Reportable Legal Entities [Member]

Condensed Financial Statements, Captions [Line Items]

(114)

428

Additions to fixed assets and software for internal use

Proceeds from/(repayments of) intercompany investing activities, net

(809)

(42)

(809)

(42)

Net borrowings/(payments) on revolving credit facility

(131)

(511)

500

(234)

Payments of deferred and contingent consideration related to acquisitions

Acquisitions of and dividends paid to non-controlling interests

(332)

Proceeds from/(repayments of) intercompany financing activities, net

788

457

DECREASE IN CASH, CASH EQUIVALENTS AND RESTRICTED CASH

923

(386)

Effect of exchange rate changes on cash, cash equivalents and restricted cash