WILLIS TOWERS WATSON PLC - Quarter Report: 2019 September (Form 10-Q)

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

(Mark One)

☒	QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended September 30, 2019

☐	TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from to

Commission File Number: 001-16503

WILLIS TOWERS WATSON PUBLIC LIMITED COMPANY

(Exact name of registrant as specified in its charter)


Ireland (Jurisdiction of incorporation or organization)		98-0352587 (I.R.S. Employer Identification No.)

c/o Willis Group Limited 51 Lime Street, London EC3M 7DQ, England (Address of principal executive offices)		(011) 44-20-3124-6000 (Registrant’s telephone number, including area code)

Securities registered pursuant to Section 12(b) of the Act:

Title of each class

Trading

Symbol(s)

Name of each exchange on which registered

Ordinary Shares, nominal value $0.000304635 per share

WLTW

NASDAQ Global Select Market

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☑ No ☐

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ☑ No ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, smaller reporting company, or an emerging growth company. See the definitions of ‘large accelerated filer’, ‘accelerated filer’, ‘smaller reporting company’, and ‘emerging growth company’ in Rule 12b-2 of the Exchange Act.

Large accelerated filer	☑	Accelerated filer	☐	Non-accelerated filer	☐	Smaller reporting company	☐

Emerging growth company	☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No ☑

As of October 29, 2019, there were outstanding 128,572,706 ordinary shares, nominal value $0.000304635 per share, of the registrant.

WILLIS TOWERS WATSON

INDEX TO FORM 10-Q

For the Three and Nine Months Ended September 30, 2019

		Page
Certain Definitions		3
Disclaimer Regarding Forward-looking Statements		4

PART I. FINANCIAL INFORMATION		6
Item 1. Financial Statements (Unaudited)		6
Condensed Consolidated Statements of Comprehensive Income – Three and Nine Months Ended September 30, 2019 and 2018		6
Condensed Consolidated Balance Sheets - September 30, 2019 and December 31, 2018		7
Condensed Consolidated Statements of Cash Flows - Nine Months Ended September 30, 2019 and 2018		8
Condensed Consolidated Statements of Changes in Equity - Nine Months Ended September 30, 2019 and 2018		9
Notes to the Condensed Consolidated Financial Statements		11
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations		46
Item 3. Quantitative and Qualitative Disclosures About Market Risk		63
Item 4. Controls and Procedures		63

PART II. OTHER INFORMATION		65
Item 1. Legal Proceedings		65
Item 1A. Risk Factors		65
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds		65
Item 3. Defaults Upon Senior Securities		65
Item 4. Mine Safety Disclosures		65
Item 5. Other Information		66
Item 6. Exhibits		67
Signatures		68

Certain Definitions

The following definitions apply throughout this quarterly report unless the context requires otherwise:

‘We’, ‘Us’, ‘Company’, ‘Willis Towers Watson’, ‘Our’, ‘Willis Towers Watson plc’ or ‘WTW’		Willis Towers Watson Public Limited Company, a company organized under the laws of Ireland, and its subsidiaries

‘shares’		The ordinary shares of Willis Towers Watson Public Limited Company, nominal value $0.000304635 per share

‘Legacy Willis’ or ‘Willis’		Willis Group Holdings Public Limited Company and its subsidiaries, predecessor to Willis Towers Watson, prior to the Merger

‘Legacy Towers Watson’ or ‘Towers Watson’		Towers Watson & Co. and its subsidiaries

‘Merger’		Merger of Willis Group Holdings Public Limited Company and Towers Watson & Co. pursuant to the Agreement and Plan of Merger, dated June 29, 2015, as amended on November 19, 2015, and completed on January 4, 2016

‘Miller’		Miller Insurance Services LLP and its subsidiaries

‘TRANZACT’		CD&R TZ Holdings, Inc. and its subsidiaries, doing business as TRANZACT

‘U.S.’		United States

‘U.K.’		United Kingdom

‘Brexit’		The United Kingdom’s planned exit from the European Union, which has a deadline of January 31, 2020.

‘E.U.’		European Union or European Union 27 (the number of member countries following the United Kingdom’s exit)

‘U.S. GAAP’		United States Generally Accepted Accounting Principles

‘FASB’		Financial Accounting Standards Board

‘ASU’		Accounting Standards Update

‘ASC’		Accounting Standards Codification

‘SEC’		Securities and Exchange Commission

Disclaimer Regarding Forward-looking Statements

We have included in this document ‘forward-looking statements’ within the meaning of Section 27A of the Securities Act of 1933, and Section 21E of the Securities Exchange Act of 1934, which are intended to be covered by the safe harbors created by those laws. These forward-looking statements include information about possible or assumed future results of our operations. All statements, other than statements of historical facts, that address activities, events or developments that we expect or anticipate may occur in the future, including such things as our outlook, future capital expenditures, future share repurchases, growth in revenue, the impact of changes to tax laws on our financial results, business strategies and planned acquisitions, (including the acquisition of TRANZACT), competitive strengths, goals, the benefits of new initiatives, growth of our business and operations, plans and references to future successes, including our future financial and operating results, plans, objectives, expectations and intentions are forward-looking statements. Also, when we use words such as ‘may,’ ‘will,’ ‘would,’ ‘anticipate,’ ‘believe,’ ‘estimate,’ ‘expect,’ ‘intend,’ ‘plan,’ ‘probably,’ or similar expressions, we are making forward-looking statements. Such statements are based upon the current beliefs and expectations of the Company’s management and are subject to significant risks and uncertainties. Actual results may differ from those set forth in the forward-looking statements. All forward-looking disclosure is speculative by its nature.

There are important risks, uncertainties, events and factors that could cause our actual results or performance to differ materially from those in the forward-looking statements contained in this document, including the following:

•

our ability to successfully establish, execute and achieve our global business strategy as it evolves;

•

changes in demand for our services, including any decline in defined benefit pension plans or the purchasing of insurance;

•

changes in general economic, business and political conditions, including changes in the financial markets;

•

significant competition that we face and the potential for loss of market share and/or profitability;

•

the impact of seasonality and differences in timing of renewals;

•

the risk of increased liability or new legal claims arising from our new and existing products and services, and expectations, intentions and outcomes relating to outstanding litigation;

•

the risk that the Stanford litigation settlement approval will be overturned on appeal, the risk that the bar order may be challenged in other jurisdictions, and the risk that the charge related to the settlement may not be tax deductible;

•

the risk of material adverse outcomes on existing litigation or investigation matters;

•

changes in the regulatory environment in which we operate, including, among other risks, the impact of pending competition law and regulatory investigations;

•

various claims, government inquiries or investigations or the potential for regulatory action;

•

our ability to make divestitures or acquisitions and our ability to integrate or manage such acquired businesses (including with respect to the acquisition of TRANZACT);

•

our ability to integrate direct-to-consumer sales and marketing solutions with our existing offerings and solutions;

•

failure to protect client data or breaches of information systems;

•

the ability to comply with complex and evolving regulations related to data privacy and cyber security;

•

the potential impact of Brexit;

•

our ability to successfully enhance our billing, collection, and other working capital efforts, and thereby increase our free cash flow;

•

the potential impact of the change in the method for determining the London Interbank Offered Rate (‘LIBOR’);

•

our ability to properly identify and manage conflicts of interest;

•

reputational damage;

•

reliance on third-party services;

•

the loss of key employees;

•

our ability to successfully manage ongoing organizational changes;

•

disasters or business continuity problems;

•

doing business internationally, including the impacts of foreign currency exchange rates;

•

compliance with extensive government regulation;

•

the risk of sanctions imposed by governments, or changes to associated sanction regulations;

•

technological changes;

•

changes and developments in the insurance industry or the U.S. healthcare system, including those related to Medicare;

•

the risk that we may not be able to repurchase our intended number of outstanding shares due to merger & acquisition activity or investment opportunities, market or business conditions, or other factors;

•

the inability to protect the Company’s intellectual property rights, or the potential infringement upon the intellectual property rights of others;

•

fluctuations in our pension assets and liabilities;

•

our ability to meet our financial guidance;

•

our capital structure, including indebtedness amounts, the limitations imposed by the covenants in the documents governing such indebtedness and the maintenance of the financial and disclosure controls and procedures of each;

•

our ability to obtain financing on favorable terms or at all;

•

adverse changes in our credit ratings;

•

the impact of recent changes to U.S. tax laws, including on our effective tax rate, and the enactment of additional, or the revision of existing, state, federal, and/or foreign tax laws and regulations;

•

U.S. federal income tax consequences to U.S. persons owning at least 10% of our shares;

•

changes in accounting principles, estimates and assumptions, including the impact of the adoption of the new leasing standard;

•

our ability to accurately estimate the lifetime economic value of our direct-to-consumer Medicare policy sales;

•

fluctuation in revenue against our relatively fixed expenses;

•

the laws of Ireland being different from the laws of the United States and potentially affording less protections to the holders of our securities; and

•

our holding company structure potentially preventing us from being able to receive dividends or other distributions in needed amounts from our subsidiaries.

The foregoing list of factors is not exhaustive and new factors may emerge from time to time that could also affect actual performance and results. For more information, please see Item 1A. Risk Factors in this Quarterly Report on Form 10-Q and in our Annual Report on Form 10-K, and our subsequent filings with the SEC. Copies are available online at http://www.sec.gov or www.willistowerswatson.com.

Although we believe that the assumptions underlying our forward-looking statements are reasonable, any of these assumptions, and therefore also the forward-looking statements based on these assumptions, could themselves prove to be inaccurate. In light of the significant uncertainties inherent in the forward-looking statements included in this document, our inclusion of this information is not a representation or guarantee by us that our objectives and plans will be achieved.

Our forward-looking statements speak only as of the date made, and we will not update these forward-looking statements unless the securities laws require us to do so. In light of these risks, uncertainties and assumptions, the forward-looking events discussed in this document may not occur, and we caution you against relying on these forward-looking statements.

PART I. FINANCIAL INFORMATION

ITEM 1. FINANCIAL STATEMENTS (UNAUDITED)

WILLIS TOWERS WATSON

Condensed Consolidated Statements of Comprehensive Income

(In millions of U.S. dollars, except per share data)

(Unaudited)

	Three Months Ended September 30,						Nine Months Ended September 30,
	2019			2018			2019			2018
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
Interest expense		(62	)		(51	)		(172	)		(154	)
Other income, net		55			70			177			189
INCOME FROM OPERATIONS BEFORE INCOME TAXES		100			36			647			374
(Provision for)/benefit from income taxes		(20	)		10			(125	)		(42	)
NET INCOME		80			46			522			332
Income attributable to non-controlling interests		(5	)		(2	)		(22	)		(15	)
NET INCOME ATTRIBUTABLE TO WILLIS TOWERS WATSON	$	75		$	44		$	500		$	317

EARNINGS PER SHARE
Basic earnings per share	$	0.58		$	0.34		$	3.86		$	2.40
Diluted earnings per share	$	0.58		$	0.33		$	3.84		$	2.39

Comprehensive (loss)/income 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

See accompanying notes to the condensed consolidated financial statements

WILLIS TOWERS WATSON

Condensed Consolidated Balance Sheets

(In millions of U.S. dollars, except share data)

(Unaudited)

	September 30, 2019			December 31, 2018
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
Fixed assets, net		963			942
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		701			467
Total non-current assets		18,303			15,965
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			—
Other current liabilities		801			864
Total current liabilities		16,736			15,301
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			—
Other non-current liabilities		314			429
Total non-current liabilities		8,936			7,087
TOTAL LIABILITIES		25,672			22,388
COMMITMENTS AND CONTINGENCIES
REDEEMABLE NON-CONTROLLING INTEREST		30			26
EQUITY ⁽ⁱ⁾
Additional paid-in capital		10,667			10,615
Retained earnings		1,336			1,201
Accumulated other comprehensive loss, net of tax		(2,113	)		(1,961	)
Treasury shares, at cost, 17,519 shares in 2019 and 2018, and 40,000 shares, €1 nominal value, in 2019 and 2018		(3	)		(3	)
Total Willis Towers Watson shareholders’ equity		9,887			9,852
Non-controlling interests		114			119
Total equity		10,001			9,971
TOTAL LIABILITIES AND EQUITY	$	35,703		$	32,385

(i)

Equity includes (a) Ordinary shares $0.000304635 nominal value; Authorized 1,510,003,775; Issued 128,547,034 (2019) and 128,921,530 (2018); Outstanding 128,547,034 (2019) and 128,921,530 (2018); (b) Ordinary shares, €1 nominal value; Authorized and Issued 40,000 shares in 2019 and 2018; and (c) Preference shares, $0.000115 nominal value; Authorized 1,000,000,000 and Issued none in 2019 and 2018.

See accompanying notes to the condensed consolidated financial statements

WILLIS TOWERS WATSON

Condensed Consolidated Statements of Cash Flows

(In millions of U.S. dollars)

(Unaudited)

	Nine Months Ended September 30,
	2019			2018
CASH FLOWS FROM OPERATING ACTIVITIES
NET INCOME	$	522		$	332
Adjustments to reconcile net income to total net cash from operating activities:
Depreciation		171			158
Amortization		368			408
Non-cash lease expense		107			—
Net periodic benefit of defined benefit pension plans		(93	)		(132	)
Provision for doubtful receivables from clients		12			10
Benefit from deferred income taxes		(44	)		(70	)
Share-based compensation		48			15
Net loss on disposal of operations		—			9
Non-cash foreign exchange loss		16			23
Other, net		(11	)		5
Changes in operating assets and liabilities, net of effects from purchase of subsidiaries:
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		29			18
Net cash from operating activities		620			716
CASH FLOWS USED IN INVESTING ACTIVITIES
Additions to fixed assets and software for internal use		(175	)		(209	)
Capitalized software costs		(43	)		(41	)
Acquisitions of operations, net of cash acquired		(1,324	)		(8	)
Net proceeds from sale of operations		17			4
Other, net		(6	)		14
Net cash used in investing activities		(1,531	)		(240	)
CASH FLOWS FROM/(USED IN) FINANCING ACTIVITIES
Net payments on revolving credit facility		(41	)		(654	)
Senior notes issued		997			998
Proceeds from issuance of other debt		1,100			—
Debt issuance costs		(13	)		(8	)
Repayments of debt		(825	)		(170	)
Repurchase of shares		(147	)		(401	)
Proceeds from issuance of shares		31			21
Payments of deferred and contingent consideration related to acquisitions		(47	)		(50	)
Cash paid for employee taxes on withholding shares		(14	)		(30	)
Dividends paid		(245	)		(228	)
Acquisitions of and dividends paid to non-controlling interests		(22	)		(20	)
Net cash from/(used in) financing activities		774			(542	)
DECREASE IN CASH, CASH EQUIVALENTS AND RESTRICTED CASH		(137	)		(66	)
Effect of exchange rate changes on cash, cash equivalents and restricted cash		(22	)		(33	)
CASH AND CASH EQUIVALENTS, BEGINNING OF PERIOD ⁽ⁱ⁾		1,033			1,030
CASH, CASH EQUIVALENTS AND RESTRICTED CASH, END OF PERIOD ⁽ⁱ⁾	$	874		$	931

(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 and 2017, and September 30, 2018.

See accompanying notes to the condensed consolidated financial statements

WILLIS TOWERS WATSON

Condensed Consolidated Statements of Changes in Equity

(In millions of U.S. dollars and number of shares in thousands)

(Unaudited)

	Nine Months Ended September 30, 2019
	Shares outstanding			Additional paid-in capital			Retained earnings			Treasury shares			AOCL ⁽ⁱ⁾			Total WTW shareholders’ equity			Non-controlling interests			Total equity			Redeemable non-controlling interest ⁽ⁱⁱ⁾			Total
Balance as of December 31, 2018		128,922		$	10,615		$	1,201		$	(3	)	$	(1,961	)	$	9,852		$	119		$	9,971		$	26
Adoption of ASU 2018-02 (see Note 2)		—			—			36			—			(36	)		—			—			—			—
Net income		—			—			287			—			—			287			4			291			2		$	293
Dividends declared ($0.65 per share)		—			—			(85	)		—			—			(85	)		—			(85	)		—
Other comprehensive income/(loss)		—			—			—			—			23			23			(1	)		22			—		$	22
Issuance of shares under employee stock compensation plans		289			22			—			—			—			22			—			22			—
Share-based compensation and net settlements		—			(7	)		—			—			—			(7	)		—			(7	)		—
Balance as of March 31, 2019		129,211		$	10,630		$	1,439		$	(3	)	$	(1,974	)	$	10,092		$	122		$	10,214		$	28
Shares repurchased		(280	)		—			(51	)		—			—			(51	)		—			(51	)		—
Net income		—			—			138			—			—			138			9			147			2		$	149
Dividends declared ($0.65 per share)		—			—			(84	)		—			—			(84	)		—			(84	)		—
Dividends attributable to non-controlling interests		—			—			—			—			—			—			(19	)		(19	)		(2	)
Other comprehensive (loss)/income		—			—			—			—			(19	)		(19	)		2			(17	)		—		$	(17	)
Issuance of shares under employee stock compensation plans		52			5			—			—			—			5			—			5			—
Share-based compensation and net settlements		—			10			—			—			—			10			—			10			—
Foreign currency translation		—			(1	)		—			—			—			(1	)		—			(1	)		—
Balance as of June 30, 2019		128,983		$	10,644		$	1,442		$	(3	)	$	(1,993	)	$	10,090		$	114		$	10,204		$	28
Shares repurchased		(492	)		—			(96	)		—			—			(96	)		—			(96	)		—
Net income		—			—			75			—			—			75			3			78			2		$	80
Dividends declared ($0.65 per share)		—			—			(85	)		—			—			(85	)		—			(85	)		—
Dividends attributable to non-controlling interests		—			—			—			—			—			—			(1	)		(1	)		—
Other comprehensive loss		—			—			—			—			(120	)		(120	)		(2	)		(122	)		—		$	(122	)
Issuance of shares under employee stock compensation plans		56			4			—			—			—			4			—			4			—
Share-based compensation and net settlements		—			14			—			—			—			14			—			14			—
Foreign currency translation		—			5			—			—			—			5			—			5			—
Balance as of September 30, 2019		128,547		$	10,667		$	1,336		$	(3	)	$	(2,113	)	$	9,887		$	114		$	10,001		$	30

_________________

(i)	Accumulated other comprehensive loss, net of tax (‘AOCL’).

(ii)	The non-controlling interest is related to Max Matthiessen Holding AB.

WILLIS TOWERS WATSON

Condensed Consolidated Statements of Changes in Equity – (continued)

(In millions of U.S. dollars and number of shares in thousands)

(Unaudited)

	Nine Months Ended September 30, 2018
	Shares outstanding			Additional paid-in capital			Retained earnings			Treasury shares			AOCL ⁽ⁱ⁾			Total WTW shareholders’ equity			Non-controlling interests			Total equity			Redeemable non-controlling interest ⁽ⁱⁱ⁾			Total
Balance as of December 31, 2017		132,140		$	10,538		$	1,104		$	(3	)	$	(1,513	)	$	10,126		$	123		$	10,249		$	28
Adoption of ASC 606		—			—			317			—			—			317			—			317			—
Net income		—			—			215			—			—			215			6			221			—		$	221
Dividends declared ($0.60 per share)		—			—			(79	)		—			—			(79	)		—			(79	)		—
Other comprehensive income		—			—			—			—			83			83			1			84			—		$	84
Issuance of shares under employee stock compensation plans		277			11			—			—			—			11			—			11			—
Share-based compensation and net settlements		—			3			—			—			—			3			—			3			—
Foreign currency translation		—			(4	)		—			—			—			(4	)		—			(4	)		—
Balance as of March 31, 2018		132,417		$	10,548		$	1,557		$	(3	)	$	(1,430	)	$	10,672		$	130		$	10,802		$	28
Shares repurchased		(1,768	)		—			(269	)		—			—			(269	)		—			(269	)		—
Net income		—			—			58			—			—			58			5			63			2		$	65
Dividends declared ($0.60 per share)		—			—			(76	)		—			—			(76	)		—			(76	)		—
Dividends attributable to non-controlling interests		—			—			—			—			—			—			(16	)		(16	)		(2	)
Other comprehensive loss		—			—			—			—			(175	)		(175	)		—			(175	)		(1	)	$	(176	)
Issuance of shares under employee stock compensation plans		81			7			—			—			—			7			—			7			—
Share-based compensation and net settlements		—			1			—			—			—			1			—			1			—
Foreign currency translation		—			10			—			—			—			10			—			10			—
Balance as of June 30, 2018		130,730		$	10,566		$	1,270		$	(3	)	$	(1,605	)	$	10,228		$	119		$	10,347		$	27
Shares repurchased		(890	)		—			(132	)		—			—			(132	)		—			(132	)		—
Net income		—			—			44			—			—			44			1			45			1		$	46
Dividends declared ($0.60 per share)		—			—			(80	)		—			—			(80	)		—			(80	)		—
Dividends attributable to non-controlling interests		—			—			—			—			—			—			(6	)		(6	)		(1	)
Other comprehensive loss		—			—			—			—			(22	)		(22	)		—			(22	)		—		$	(22	)
Issuance of shares under employee stock compensation plans		73			3			—			—			—			3			—			3			—
Share-based compensation and net settlements		—			11			—			—			—			11			—			11			—
Foreign currency translation		—			(3	)		—			—			—			(3	)		—			(3	)		—
Balance as of September 30, 2018		129,913		$	10,577		$	1,102		$	(3	)	$	(1,627	)	$	10,049		$	114		$	10,163		$	27

_________________

(i)	Accumulated other comprehensive loss, net of tax (‘AOCL’).

(ii)	The non-controlling interest is related to Max Matthiessen Holding AB.

See accompanying notes to the condensed consolidated financial statements

WILLIS TOWERS WATSON

Notes to the Condensed Consolidated Financial Statements

(Tabular amounts in millions of U.S. dollars, except per share data)

(Unaudited)

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.

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.

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.

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.

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.

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.

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

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	)

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.

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.

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.

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

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:

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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.

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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.

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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.

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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.

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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.

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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.

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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.

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

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.

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.

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

ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

This discussion includes forward-looking statements. See ‘Disclaimer Regarding Forward-looking Statements’ for certain cautionary information regarding forward-looking statements and a list of factors that could cause actual results to differ materially from those predicted in those statements.

This discussion includes references to non-GAAP financial measures as defined in the rules of the SEC. We present such non-GAAP financial measures, specifically, adjusted, constant currency and organic non-GAAP financial measures, as we believe such information is of interest to the investment community because it provides additional meaningful methods of evaluating certain aspects of the Company’s operating performance from period to period on a basis that may not be otherwise apparent under U.S. GAAP, and these provide a measure against which our businesses may be assessed in the future.

See ‘Non-GAAP Financial Measures’ below for further discussion of our adjusted, constant currency and organic non-GAAP financial measures.

Executive Overview

Market Conditions

Market conditions in the broking industry in which we operate are generally defined by factors such as the strength of the economies across the various geographic regions around the world in which we serve, insurance rate movements, and insurance and reinsurance buying patterns of our clients.

Insurance market rates vary by geography, industry and client segment. As a result, and due to the global and diverse nature of our business, we view rates in the aggregate. Overall, we are currently seeing a modest but definite improvement with pricing in the market.

Typically, our business benefits from regulatory change, political risk or economic uncertainty. Insurance broking generally tracks the economy, but demand for both insurance broking and consulting services usually remains steady during times of uncertainty. We have some businesses, such as our health and benefits and administration businesses, which can be counter-cyclical during the early period of a significant economic change.

Management has considered the uncertainties about the near-term and longer-term effects of Brexit on the Company. The terms of Brexit, the date and manner of its occurrence, and its impact, remain uncertain, and the Company is currently in the process of establishing appropriate arrangements for the continued servicing of client business. For a further discussion of the risks of Brexit to the Company, see Part I, Item 1A. Risk Factors in our Annual Report on Form 10-K, filed with the SEC on February 27, 2019.

On an annual basis for 2019, although we expect that approximately 21% of our revenue will be generated in the U.K., we expect that approximately 12% of revenue will be denominated in Pounds sterling, as much of the insurance business is transacted in U.S. dollars. We expect that approximately 20% of our expenses will be denominated in Pounds sterling. We have a Company hedging strategy for this aspect of our business, which is designed to mitigate significant fluctuations in currency.

The markets for our consulting, technology and solutions, and marketplace services are subject to changes as a result of economic, regulatory and legislative changes, technological developments, and increased competition from established and new competitors. We believe that the primary factors in selecting a human resources or risk management consulting company include reputation, the ability to provide measurable increases to shareholder value and return on investment, global scale, quality of service and the ability to tailor services to clients’ unique needs.

With regard to marketplace services, we believe that clients base their decisions on a variety of factors, including the ability of the provider to deliver measurable cost savings for clients, a strong reputation for efficient execution and an innovative service delivery model and platform. Part of the employer-sponsored insurance market has matured and become more fragmented, while other segments remain in the entry phase. As these market segments continue to evolve, we may experience growth in intervals, with periods of accelerated expansion balanced by periods of modest growth. In recent years, growth in the marketplace has slowed, and this trend has continued during 2019.

We have been engaged in efforts to improve our billing, collection, and other working capital during the remainder of the year, an effort that has been reinforced in light of our results to date. The success of those efforts will meaningfully impact whether we can meet our goal of significantly increasing free cash flow for the year.

See Part II, Item 1A. Risk Factors elsewhere within this Form 10-Q, and Part I, Item 1A. Risk Factors in our Annual Report on Form 10-K, filed with the SEC on February 27, 2019 for a discussion of risks that may affect our ability to compete.

Financial Statement Overview

The table below sets forth our summarized condensed consolidated statements of comprehensive income and data as a percentage of revenue for the periods indicated.

	Three Months Ended September 30,										Nine Months Ended September 30,
	2019					2018					2019					2018
	($ in millions, except per share data)
Revenue	$	1,989		100	%	$	1,859		100	%	$	6,349		100	%	$	6,141		100	%
Costs of providing services
Salaries and benefits		1,283		65	%		1,238		67	%		3,909		62	%		3,890		63	%
Other operating expenses		417		21	%		374		20	%		1,247		20	%		1,203		20	%
Depreciation		58		3	%		53		3	%		171		3	%		153		2	%
Amortization		118		6	%		127		7	%		368		6	%		408		7	%
Transaction and integration expenses		6		—	%		50		3	%		12		—	%		148		2	%
Total costs of providing services		1,882					1,842					5,707					5,802
Income from operations		107		5	%		17		1	%		642		10	%		339		6	%
Interest expense		(62	)	(3	)%		(51	)	(3	)%		(172	)	(3	)%		(154	)	(3	)%
Other income, net		55		3	%		70		4	%		177		3	%		189		3	%
(Provision for)/benefit from income taxes		(20	)	(1	)%		10		1	%		(125	)	(2	)%		(42	)	(1	)%
Income attributable to non-controlling interests		(5	)	—	%		(2	)	—	%		(22	)	—	%		(15	)	—	%
NET INCOME ATTRIBUTABLE TO WILLIS TOWERS WATSON	$	75		4	%	$	44		2	%	$	500		8	%	$	317		5	%
Diluted earnings per share	$	0.58				$	0.33				$	3.84				$	2.39

Consolidated Revenue

Revenue was $2.0 billion for the three months ended September 30, 2019, compared to $1.9 billion for the three months ended September 30, 2018, an increase of $130 million, or 7%, on an as reported basis. Adjusting for the impact of foreign currency and acquisitions and disposals, our organic revenue growth was 6% for the three months ended September 30, 2019. Revenue for the nine months ended September 30, 2019 was $6.3 billion, compared to $6.1 billion for the nine months ended September 30, 2018, an increase of $208 million, or 3%, on an as reported basis. Adjusting for the impact of foreign currency and acquisitions and disposals, our organic revenue growth was 5% for the nine months ended September 30, 2019. The increases in organic revenue were driven by strong performances in all segments.

Our revenue can be materially impacted by changes in currency conversions, which can fluctuate significantly over the course of a calendar year. For the three months ended September 30, 2019, currency translation decreased our consolidated revenue by $36 million. For the nine months ended September 30, 2019, currency translation decreased our consolidated revenue by $171 million. The primary currencies driving these changes were the Euro and Pound sterling.

The following table details our top five markets based on the percentage of consolidated revenue (in U.S. dollars) from the countries where work was performed for the nine months ended September 30, 2019. These figures do not represent the currency of the related revenue, which is presented in the next table.

Geographic Region	% of Revenue
United States		46	%
United Kingdom		23	%
France		5	%
Canada		3	%
Germany		3	%

The table below details the percentage of our revenue and expenses by transactional currency for the nine months ended September 30, 2019.

Transactional Currency	Revenue			Expenses ⁽ⁱ⁾
U.S. dollars		55	%		49	%
Pounds sterling		13	%		20	%
Euro		16	%		13	%
Other currencies		16	%		18	%

(i)	These percentages exclude certain expenses for significant items which will not be settled in cash, or which we believe to be items that are not core to our current or future operations. These items include Merger-related amortization of intangible assets and transaction and integration expenses.

The following tables set forth the total revenue for the three and nine months ended September 30, 2019 and 2018 and the components of the change in total revenue for the three and nine months ended September 30, 2019, as compared to the respective prior year period:

						Components of Revenue Change ⁽ⁱ⁾
					As		Constant
	Three Months Ended September 30,				Reported	Currency	Currency	Acquisitions/	Organic
	2019		2018		Change	Impact	Change	Divestitures	Change
	($ in millions)
Revenue	$	1,989	$	1,859	7%	(2)%	9%	3%	6%

						Components of Revenue Change ⁽ⁱ⁾
					As		Constant
	Nine Months Ended September 30,				Reported	Currency	Currency	Acquisitions/	Organic
	2019		2018		Change	Impact	Change	Divestitures	Change
	($ in millions)
Revenue	$	6,349	$	6,141	3%	(3)%	6%	1%	5%

(i)	Components of revenue change may not add due to rounding.

Definitions of Constant Currency Change and Organic Change are included under the section entitled ‘Non-GAAP Financial Measures’ elsewhere within Item 2 of this Form 10-Q.

Segment Revenue

The segment descriptions below should be read in conjunction with the full descriptions of our businesses contained in Part I, Item 1. Business, within our Annual Report on Form 10-K, filed with the SEC on February 27, 2019.

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

Human Capital and Benefits (‘HCB’)

The HCB segment provides an array of advice, broking, solutions and software for our clients. HCB is the largest segment of the Company, and is focused on addressing our clients’ people and risk needs to help them take on the challenges of operating in a global marketplace. This segment also delivers full outsourcing services to employers outside of the U.S.

The following table sets forth HCB segment revenue for the three months ended September 30, 2019 and 2018, and the components of the change in revenue for the three months ended September 30, 2019 from the three months ended September 30, 2018.

						Components of Revenue Change ⁽ⁱ⁾
					As		Constant
	Three Months Ended September 30,				Reported	Currency	Currency	Acquisitions/	Organic
	2019		2018		Change	Impact	Change	Divestitures	Change
	($ in millions)
Segment revenue	$	807	$	778	4%	(2)%	6%	—%	6%

(i)	Components of revenue change may not add due to rounding.

HCB segment revenue for the three months ended September 30, 2019 and 2018 was $807 million and $778 million, respectively. On an organic basis and after adjusting for the first-year adoption impact of ASC 606 in the prior year, Health and Benefits delivered revenue growth, driven by increased consulting and brokerage services, growth in specialty products in North America, and expansion of our client portfolio outside North America for both local and global appointments. Talent and Rewards experienced strong revenue growth primarily due to increased advisory work in North America and International and growth in Compensation Data survey participation. Technology and Administration Solutions revenue also increased in connection with client wins and greater project demand primarily in Great Britain and Western Europe. Retirement revenue grew compared to prior-year third quarter primarily as a result of increased de-risking work in North America. See a further discussion of the impact of ASC 606 on the three months ended September 30, 2018 in our Form 10-Q filed with the SEC on November 2, 2018.

The following table sets forth HCB segment revenue for the nine months ended September 30, 2019 and 2018, and the components of the change in revenue for the nine months ended September 30, 2019 from the nine months ended September 30, 2018.

						Components of Revenue Change ⁽ⁱ⁾
					As		Constant
	Nine Months Ended September 30,				Reported	Currency	Currency	Acquisitions/	Organic
	2019		2018		Change	Impact	Change	Divestitures	Change
	($ in millions)
Segment revenue	$	2,433	$	2,390	2%	(3)%	4%	—%	4%

(i)	Components of revenue change may not add due to rounding.

HCB segment revenue for both the nine months ended September 30, 2019 and 2018 was approximately $2.4 billion. On an organic basis and after adjusting for the first-year adoption impact of ASC 606 in the prior year, Health and Benefits delivered revenue growth, driven by increased consulting and brokerage services, growth in specialty products in North America, and expansion of our client portfolio outside North America for both local and global appointments. Talent and Rewards generated solid revenue growth, resulting from increased product revenue and advisory work across all geographies. Technology and Administration Solutions revenue also increased in connection with client wins and greater project demand in Great Britain and Western Europe. Retirement revenue declined slightly compared to the prior year primarily as a result of non-recurring project work in the comparable period in North America along with the negative impact of being an ‘off-year’ in the triennial valuation cycles in both Canada and Great Britain. See a further discussion of the impact of ASC 606 on the nine months ended September 30, 2018 in our Form 10-Q filed with the SEC on November 2, 2018.

Corporate Risk and Broking (‘CRB’)

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

The following table sets forth CRB revenue for the three months ended September 30, 2019 and 2018, and the components of the change in revenue for the three months ended September 30, 2019 from the three months ended September 30, 2018.

						Components of Revenue Change ⁽ⁱ⁾
					As		Constant
	Three Months Ended September 30,				Reported	Currency	Currency	Acquisitions/	Organic
	2019		2018		Change	Impact	Change	Divestitures	Change
	($ in millions)
Segment revenue	$	651	$	622	5%	(2)%	7%	—%	7%

(i)	Components of revenue change may not add due to rounding.

CRB segment revenue for the three months ended September 30, 2019 and 2018 was $651 million and $622 million, respectively. The segment had solid growth across all geographies. On an organic basis, North America continued to lead the segment with new business generation. International, Western Europe and Great Britain also contributed meaningful growth for the segment, related to strong management of the renewal book portfolio alongside new business wins.

The following table sets forth CRB revenue for the nine months ended September 30, 2019 and 2018, and the components of the change in revenue for the nine months ended September 30, 2019 from the nine months ended September 30, 2018.

						Components of Revenue Change ⁽ⁱ⁾
					As		Constant
	Nine Months Ended September 30,				Reported	Currency	Currency	Acquisitions/	Organic
	2019		2018		Change	Impact	Change	Divestitures	Change
	($ in millions)
Segment revenue	$	2,069	$	2,036	2%	(3)%	5%	—%	5%

(i)	Components of revenue change may not add due to rounding.

CRB segment revenue for the nine months ended September 30, 2019 and 2018 was $2.1 billion and $2.0 billion, respectively. The segment had solid growth across all geographies. On an organic basis, North America continued to lead the segment with new business generation. International, Western Europe and Great Britain drove further growth for the segment, primarily with strong management of the renewal book portfolio alongside new business wins.

Investment, Risk and Reinsurance (‘IRR’)

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

The following table sets forth IRR revenue for the three months ended September 30, 2019 and 2018, and the components of the change in revenue for the three months ended September 30, 2019 from the three months ended September 30, 2018.

						Components of Revenue Change ⁽ⁱ⁾
					As		Constant
	Three Months Ended September 30,				Reported	Currency	Currency	Acquisitions/	Organic
	2019		2018		Change	Impact	Change	Divestitures	Change
	($ in millions)
Segment revenue	$	325	$	317	2%	(3)%	5%	2%	3%

(i)	Components of revenue change may not add due to rounding.

IRR segment revenue for the three months ended September 30, 2019 and 2018 was $325 million and $317 million, respectively. On an organic basis, all lines of business contributed to the growth. Reinsurance, Wholesale, and Underwriting and Capital Management growth was driven by net new business growth and favorable renewal factors while Insurance Consulting and Technology revenue grew from strong technology sales. Max Matthiessen revenue increased as a result of overall growth in net commissions. Revenue growth in the Investment businesses was a result of client wins in the delegated business.

The following table sets forth IRR revenue for the nine months ended September 30, 2019 and 2018, and the components of the change in revenue for the nine months ended September 30, 2019 from the nine months ended September 30, 2018.

						Components of Revenue Change ⁽ⁱ⁾
					As		Constant
	Nine Months Ended September 30,				Reported	Currency	Currency	Acquisitions/	Organic
	2019		2018		Change	Impact	Change	Divestitures	Change
	($ in millions)
Segment revenue	$	1,323	$	1,276	4%	(3)%	7%	1%	5%

(i)	Components of revenue change may not add due to rounding.

IRR segment revenue for both the nine months ended September 30, 2019 and 2018 was approximately $1.3 billion. On an organic basis, all lines of business posted revenue growth. Reinsurance, Underwriting and Capital Management, Wholesale and Investment growth was driven by net new business growth and favorable renewal factors while Insurance Consulting and Technology revenue grew from strong technology sales. Max Matthiessen revenue increased as a result of overall growth in net commissions.

Benefits Delivery and Administration (‘BDA’)

The BDA segment provides primary medical and ancillary benefit exchange and outsourcing services to active employees and retirees across both the group and individual markets. BDA services individual populations via its ‘group to individual’ technology platform, which tightly integrates patented call routing technology, an efficient quoting and enrollment engine, a Customer Relationship Management system and comprehensive insurance carrier connectivity. This segment also delivers group benefit exchanges and full outsourcing solutions serving the active employees of employers across the U.S. BDA uses Software as a Service (‘SaaS’)-based technology and related services to deliver consumer-driven healthcare and reimbursement accounts, including health savings accounts, health reimbursement arrangements, flexible spending accounts and other consumer-directed accounts. BDA includes the operations of TRANZACT, which experiences seasonally higher revenue during the fourth quarter due primarily to the timing of the Federal Medicare Open Enrollment window. Following the acquisition on July 30, 2019, TRANZACT generated revenue of $51 million, which is included in the BDA segment revenue for both the three and nine months ended September 30, 2019.

The following table sets forth BDA revenue for the three months ended September 30, 2019 and 2018, and the components of the change in revenue for the three months ended September 30, 2019 from the three months ended September 30, 2018.

						Components of Revenue Change ⁽ⁱ⁾
					As		Constant
	Three Months Ended September 30,				Reported	Currency	Currency	Acquisitions/	Organic
	2019		2018		Change	Impact	Change	Divestitures	Change
	($ in millions)
Segment revenue	$	179	$	127	42%	—%	42%	40%	2%

(i)	Components of revenue change may not add due to rounding.

BDA segment revenue for the three months ended September 30, 2019 and 2018 was $179 million and $127 million, respectively. BDA’s organic growth continued to be led by its expanded client base and increased demand for project work in the mid-market and large-market spaces.

The following table sets forth BDA revenue for the nine months ended September 30, 2019 and 2018, and the components of the change in revenue for the nine months ended September 30, 2019 from the nine months ended September 30, 2018.

						Components of Revenue Change ⁽ⁱ⁾
					As		Constant
	Nine Months Ended September 30,				Reported	Currency	Currency	Acquisitions/	Organic
	2019		2018		Change	Impact	Change	Divestitures	Change
	($ in millions)
Segment revenue	$	440	$	368	20%	—%	20%	14%	6%

(i)	Components of revenue change may not add due to rounding.

BDA segment revenue for the nine months ended September 30, 2019 and 2018 was $440 million and $368 million, respectively. BDA’s organic growth was primarily led by the continued expansion of its client base and increased demand for project work in the mid-market and large-market spaces.

Costs of Providing Services

Total costs of providing services were $1.9 billion for the three months ended September 30, 2019, compared to $1.8 billion for the three months ended September 30, 2018, an increase of $40 million, or 2%. Total costs of providing services were $5.7 billion for the nine months ended September 30, 2019, compared to $5.8 billion for the nine months ended September 30, 2018, a decrease of $95 million, or 2%. See the following discussion for further details.

Salaries and benefits

Salaries and benefits for the three months ended September 30, 2019 were $1.3 billion, compared to $1.2 billion for the three months ended September 30, 2018, an increase of $45 million. This increase was primarily a result of higher base salary and benefits costs, which include TRANZACT salary and benefit costs from the date of the acquisition, partially offset by lower incentive accruals. Salaries and benefits for both the nine months ended September 30, 2019 and 2018 were approximately $3.9 billion, representing a current year increase of $19 million. This increase was primarily a result of higher salary and severance costs, partially offset by lower incentive accruals.

Salaries and benefits as a percent of revenue decreased to 65% for the three months ended September 30, 2019 from 67% for the three months ended September 30, 2018, and decreased to 62% for the nine months ended September 30, 2019 from 63% for the nine months ended September 30, 2018.

Other operating expenses

Other operating expenses for the three months ended September 30, 2019 were $417 million, compared to $374 million for the three months ended September 30, 2018, an increase of $43 million, or 11%. Other operating expenses for both the nine months ended September 30, 2019 and 2018 were approximately $1.2 billion, representing a current year increase of $44 million, or 4%. The increases for both periods were due to higher professional fees and TRANZACT operating expenses included since the date of the acquisition, partially offset by lower professional liability and occupancy costs.

Depreciation

Depreciation for the three months ended September 30, 2019 was $58 million, compared to $53 million for the three months ended September 30, 2018, an increase of $5 million, or 9%. Depreciation for the nine months ended September 30, 2019 was $171 million, compared to $153 million for the nine months ended September 30, 2018, an increase of $18 million, or 12%. These increases were primarily due to a higher depreciable base of assets resulting from additional assets placed in service during 2018.

Amortization

Amortization for the three months ended September 30, 2019 was $118 million, compared to $127 million for the three months ended September 30, 2018, a decrease of $9 million, or 7%. Amortization for the nine months ended September 30, 2019 was $368 million, compared to $408 million for the nine months ended September 30, 2018, a decrease of $40 million, or 10%. Our intangible amortization is more heavily weighted to the initial years of the useful lives of the related intangibles, and therefore amortization related to intangible assets purchased prior to our acquisition of TRANZACT will continue to decrease over time. Our amortization will increase going forward as a result of the TRANZACT acquisition.

Transaction and integration expenses

Transaction and integration expenses for the three months ended September 30, 2019 was composed of $6 million of transaction costs related to the acquisition of TRANZACT, compared to $50 million of integration costs for the three months ended September 30, 2018. There have been no integration costs incurred during 2019 due to the completion of all integration activities in 2018.

Transaction and integration expenses for the nine months ended September 30, 2019 was composed of $12 million of transaction costs related to the acquisition of TRANZACT, compared to $148 million of integration costs for the nine months ended September 30, 2018.

Income from Operations

Income from operations for the three months ended September 30, 2019 was $107 million, compared to $17 million for the three months ended September 30, 2018, an increase of $90 million. This increase resulted from higher revenue of $130 million, which includes $51 million of TRANZACT revenue, partially offset by higher operating expenses of $40 million, primarily driven by higher salary and benefit costs, professional fees, and TRANZACT operating expenses, partially offset by the absence of integration expenses of $50 million incurred in the prior-year quarter.

Income from operations for the nine months ended September 30, 2019 was $642 million, compared to $339 million for the nine months ended September 30, 2018, an increase of $303 million. This increase resulted from higher revenue of $208 million and lower operating expenses of $95 million, primarily driven by the absence of integration expenses of $148 million incurred in the prior year.

Interest Expense

Interest expense for the three months ended September 30, 2019 was $62 million, compared to $51 million for the three months ended September 30, 2018, an increase of $11 million, or 22%. Interest expense for the nine months ended September 30, 2019 was $172 million, compared to $154 million for the nine months ended September 30, 2018, an increase of $18 million, or 12%. These increases were due primarily to additional levels of indebtedness in connection with the TRANZACT acquisition and higher interest expense associated with our senior notes offerings during the third quarter of 2018.

Other Income, Net

Other income, net for the three months ended September 30, 2019 was $55 million, compared to $70 million for the three months ended September 30, 2018, a decrease of $15 million, primarily resulting from lower pension income, partially offset by lower unfavorable foreign exchange activity for the period.

Other income, net for the nine months ended September 30, 2019 was $177 million, compared to $189 million for the nine months ended September 30, 2018, a decrease of $12 million, primarily resulting from lower pension income, partially offset by the absence of a loss on disposal of operations from the prior year and favorable foreign exchange activity for the current year.

Provision for/Benefit from Income Taxes

Provision for/benefit from income taxes for the three months ended September 30, 2019 was a provision of $20 million, compared to a benefit of $10 million for the three months ended September 30, 2018, an increase to income tax expense of $30 million. The effective tax rate was 20.4% for the three months ended September 30, 2019, and (28.1)% for the three months ended September 30, 2018. Provision for income taxes for the nine months ended September 30, 2019 was $125 million, compared to $42 million for the nine months ended September 30, 2018, an increase of $83 million. The effective tax rate was 19.3% for the nine months ended September 30, 2019, and 11.3% for the nine months ended September 30, 2018. 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 because the three and nine months ended September 30, 2018 included a discrete tax benefit from the release of a valuation allowance on certain state deferred tax assets.

Net Income Attributable to Willis Towers Watson

Net income attributable to Willis Towers Watson for the three months ended September 30, 2019 was $75 million, compared to $44 million for the three months ended September 30, 2018, an increase of $31 million, or 70%. This increase was primarily due to organic revenue growth across all segments, partially offset by higher operating expenses and higher tax expense.

Net income attributable to Willis Towers Watson for the nine months ended September 30, 2019 was $500 million, compared to $317 million for the nine months ended September 30, 2018, an increase of $183 million, or 58%. This increase was primarily due to organic revenue growth across all segments and lower operating expenses, partially offset by higher tax expense.

Liquidity and Capital Resources

Executive Summary

Our principal sources of liquidity are funds generated by operating activities, available cash and cash equivalents and amounts available under our revolving credit facilities or new debt offerings.

Based on our current balance sheet and cash flows, current market conditions and information available to us at this time, we believe that Willis Towers Watson has access to sufficient liquidity, which includes our undrawn revolving credit facilities, to meet our cash needs for the next twelve months, including investing in the business for growth, scheduled debt repayments and dividend payments. Additionally, we used term loan financing to complete our acquisition of TRANZACT (see Part I., Note 9 — Debt within this filing on Form 10-Q for further information regarding the term loan).

The Company accrues taxes related to its undistributed earnings of subsidiaries when it expects that it will recover those undistributed earnings in a taxable manner, such as through receipt of dividends or sale of our subsidiaries.

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 three months ended June 30, 2019, Treasury regulations were issued that would impact 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.

In addition to the international restructuring, we continue to have certain subsidiaries whose earnings have not been deemed permanently reinvested, for which we have been accruing estimates of the tax effects of such repatriation. Excluding these certain subsidiaries, we continue to assert that the historical cumulative earnings for the remainder of our subsidiaries have been reinvested indefinitely, and therefore do not provide deferred taxes on these amounts. If future events, including material changes in estimates of cash, working capital, long-term investment requirements or additional guidance relating to U.S. Tax Reform, necessitate that these earnings be distributed, an additional provision for income and foreign withholding taxes, net of credits, may be necessary. Other potential sources of cash may be through the settlement of intercompany loans or return of capital distributions in a tax-efficient manner.

Events that could change the historical cash flow dynamics discussed above include significant changes in operating results, potential future acquisitions or divestitures, material changes in geographic sources of cash, unexpected adverse impacts from litigation or regulatory matters, or future pension funding during periods of severe downturn in the capital markets.

In September 2019, we completed an offering of $450 million aggregate principal amount of 2.950% senior notes due 2029 and $550 million aggregate principal amount of 3.875% senior notes due 2049. Net proceeds of approximately $988 million were used to prepay a portion of the amount outstanding under our term loan commitment and to repay borrowings under our $1.25 billion revolving credit facility.

Assets and liabilities associated with non-U.S. entities have been translated into U.S. dollars as of September 30, 2019 at U.S. dollar rates that fluctuate compared to historical periods. As a result, cash flows derived from changes in the condensed consolidated balance sheets include the impact of the change in foreign exchange translation rates.

Cash and Cash Equivalents

Our cash and cash equivalents at September 30, 2019 totaled $867 million, compared to $1.0 billion at December 31, 2018. The decrease in cash from December 31, 2018 to September 30, 2019 was primarily related to the acquisition of TRANZACT, the payment of dividends and share repurchases, as well as lower cash flows from our operating activities resulting from a shift in the timing of income tax payments, higher 2019 first quarter bonus payments, and other unfavorable working capital changes.

Additionally, at September 30, 2019, $1.2 billion was available to draw against our $1.25 billion revolving credit facility as compared to $1.1 billion, which was available to draw against the facility at December 31, 2018.

Included within cash and cash equivalents at September 30, 2019 and December 31, 2018 are amounts held for regulatory capital adequacy requirements, including $115 million and $90 million, respectively, held within our regulated U.K. entities.

Summarized Condensed Consolidated Cash Flows

The following table presents the summarized condensed consolidated cash flow information for the nine months ended September 30, 2019 and 2018:

	Nine Months Ended September 30,
	2019			2018
	(in millions)
Net cash from/(used in):
Operating activities	$	620		$	716
Investing activities		(1,531	)		(240	)
Financing activities		774			(542	)
DECREASE IN CASH, CASH EQUIVALENTS AND RESTRICTED CASH		(137	)		(66	)
Effect of exchange rate changes on cash and cash equivalents		(22	)		(33	)
CASH AND CASH EQUIVALENTS, BEGINNING OF PERIOD ⁽ⁱ⁾		1,033			1,030
CASH, CASH EQUIVALENTS AND RESTRICTED CASH, END OF PERIOD ⁽ⁱ⁾	$	874		$	931

(i)

As a result of the acquired TRANZACT collateralized facility (see Part I., Note 9 — Debt within this filing on Form 10-Q), 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.

Cash Flows From Operating Activities

Cash flows from operating activities were $620 million for the nine months ended September 30, 2019, compared to cash flows from operating activities of $716 million for the nine months ended September 30, 2018. The $620 million of net cash from operating activities for the nine months ended September 30, 2019 included net income of $522 million and $574 million of non-cash adjustments, partially offset by changes in operating assets and liabilities of $476 million. This decrease in cash flows from operations as compared to the prior year primarily resulted from a shift in the timing of income tax payments, higher bonus payments in the first quarter of 2019 and other unfavorable working capital changes.

The $716 million of net cash from operating activities for the nine months ended September 30, 2018 included net income of $332 million, adjusted for $426 million of non-cash adjustments, partially offset by changes in operating assets and liabilities of $42 million.

Cash Flows Used In Investing Activities

Cash flows used in investing activities for the nine months ended September 30, 2019 and 2018 were $1.5 billion and $240 million, respectively, primarily driven by the acquisition of TRANZACT during the third quarter of 2019, as well as capital expenditures and capitalized software additions in both years.

Cash Flows From/(Used In) Financing Activities

Cash flows from financing activities for the nine months ended September 30, 2019 were $774 million. The most significant financing activities included net debt-related proceeds of $1.2 billion, which were partially offset by dividend payments of $245 million, and share repurchases of $147 million.

Cash flows used in financing activities for the nine months ended September 30, 2018 were $542 million. The significant financing activities included share repurchases of $401 million and dividend payments of $228 million, which were partially offset by net borrowings of $166 million.

Indebtedness

Total debt, total equity, and the capitalization ratios at September 30, 2019 and December 31, 2018 were as follows:

	September 30, 2019			December 31, 2018
	($ in millions)
Long-term debt	$	5,381		$	4,389
Current debt		484			186
Total debt	$	5,865		$	4,575

Total Willis Towers Watson shareholders’ equity	$	9,887		$	9,852

Capitalization ratio		37.2	%		31.7	%

At September 30, 2019, our mandatory debt repayments over the next twelve months include $467 million outstanding on our one-year unsecured term loan, and $21 million outstanding on our collateralized facility assumed as part of our acquisition of TRANZACT.

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

Fiduciary Funds

As an intermediary, we hold funds, generally in a fiduciary capacity, for the account of third parties, typically as the result of premiums received from clients that are in transit to insurers and claims due to clients that are in transit from insurers. We report premiums, which are held on account of, or due from, clients as assets with a corresponding liability due to the insurers. Claims held by, or due to us, which are due to clients, are also shown as both Fiduciary assets and Fiduciary liabilities on our condensed consolidated balance sheets.

Fiduciary funds are generally required to be kept in regulated bank accounts subject to guidelines which emphasize capital preservation and liquidity; such funds are not available to service the Company’s debt or for other corporate purposes. Notwithstanding the legal relationships with clients and insurers, the Company is entitled to retain investment income earned on fiduciary funds in accordance with industry custom and practice and, in some cases, as supported by agreements with insureds.

At September 30, 2019 and December 31, 2018, we had fiduciary funds of $3.4 billion and $3.3 billion, respectively.

Share Repurchase Program

The Company is authorized to repurchase shares, by way of redemption, and will consider whether to do so from time to time, based on many factors, including market conditions. There are no expiration dates for our repurchase plans or programs.

On February 23, 2018, the board of directors approved a total authorization of $1.0 billion for the Company’s existing share repurchase program.

At September 30, 2019, approximately $252 million remained on the current repurchase authority. The maximum number of shares that could be repurchased based on the closing price of our ordinary shares on September 30, 2019 of $192.97 was 1,306,197.

During the three and nine months ended September 30, 2019, the Company had the following share repurchase activity:

	Three Months Ended September 30, 2019		Nine Months Ended September 30, 2019
Shares repurchased		491,981		772,227
Average price per share	$195.12		$190.35
Aggregate repurchase cost (excluding broker costs)	$96 million		$147 million

Capital Commitments

Capital expenditures for fixed assets and software for internal use were $175 million during the nine months ended September 30, 2019. The Company estimates that there will be additional such expenditures of approximately $75 million during the remainder of 2019. We expect cash from operations to adequately provide for these cash needs. There have been no material changes to our capital commitments since December 31, 2018.

Dividends

Total cash dividends of $245 million were paid during the nine months ended September 30, 2019. In September 2019, the board of directors approved a quarterly cash dividend of $0.65 per share ($2.60 per share annualized rate), which was paid on October 15, 2019 to shareholders of record as of September 30, 2019.

Off-Balance Sheet Arrangements and Contractual Obligations

Off-Balance Sheet Transactions

As of January 1, 2019, in accordance with ASC 842, we recognized operating lease commitments on the condensed consolidated balance sheet, which were previously off-balance sheet arrangements (see Part I., Note 12 — Leases within this filing on Form 10-Q for further information). Other than this change, see Part II, Item 7. ‘Off-Balance Sheet Arrangements and Contractual Obligations’ in our Annual Report on Form 10-K, filed with the SEC on February 27, 2019, for a discussion pertaining to off-balance sheet transactions.

Contractual Obligations

Material changes to our contractual obligations since we filed our Annual Report on Form 10-K with the SEC on February 27, 2019 are discussed in Note 9 — Debt.

Non-GAAP Financial Measures

In order to assist readers of our condensed consolidated financial statements in understanding the core operating results that Willis Towers Watson’s management uses to evaluate the business and for financial planning purposes, we present the following non-GAAP measures and their most directly comparable U.S. GAAP measure:

Most Directly Comparable U.S. GAAP Measure		Non-GAAP Measure
As reported change		Constant currency change
As reported change		Organic change
Income from operations/margin		Adjusted operating income/margin
Net income/margin		Adjusted EBITDA/margin
Net income attributable to Willis Towers Watson		Adjusted net income
Diluted earnings per share		Adjusted diluted earnings per share
Income from operations before income taxes		Adjusted income before taxes
Provision for income taxes/U.S. GAAP tax rate		Adjusted income taxes/tax rate
Net cash from operating activities		Free cash flow

The Company believes that these measures are relevant and provide useful information widely used by analysts, investors and other interested parties in our industry to provide a baseline for evaluating and comparing our operating performance, and in the case of free cash flow, our liquidity results.

Within the measures referred to as ‘adjusted’, we adjust for significant items which will not be settled in cash, or which we believe to be items that are not core to our current or future operations. Some of these items may not be applicable for the current quarter, however they are expected to be part of our full-year results. These items include the following:

•

Transaction and integration expenses - Management believes it is appropriate to adjust for transaction and integration expenses when they relate to a specific significant program with a defined set of activities and costs that are not expected to continue beyond a defined period of time, or significant acquisition-related transaction expenses. We believe the adjustment is necessary to present how the Company is performing, both now and in the future when the incurrence of these costs will have concluded.

•

Gains and losses on disposals of operations - Adjustment to remove the gain or loss resulting from disposed operations.

•

Pension settlement and curtailment gains and losses - Adjustment to remove significant pension settlement and curtailment gains and losses to better present how the Company is performing.

•

Provisions for significant litigation - We will include provisions for litigation matters which we believe are not representative of our core business operations.

•

Tax effects of internal reorganization - Relates to the U.S. income tax expense resulting from the completion of internal reorganizations of the ownership of certain businesses that reduced the investments held by our U.S.-controlled subsidiaries.

These non-GAAP measures are not defined in the same manner by all companies and may not be comparable to other similarly titled measures of other companies. Non-GAAP measures should be considered in addition to, and not as a substitute for, the information contained within our condensed consolidated financial statements.

Constant Currency Change and Organic Change

We evaluate our revenue on an as reported (U.S. GAAP), constant currency and organic basis. We believe presenting constant currency and organic information provides valuable supplemental information regarding our comparable results, consistent with how we evaluate our performance internally.

•

Constant currency change - Represents the year-over-year change in revenue excluding the impact of foreign currency fluctuations. To calculate this impact, the prior year local currency results are first translated using the current year monthly average exchange rates. The change is calculated by comparing the prior year revenue, translated at the current year monthly average exchange rates, to the current year as reported revenue, for the same period. We believe constant currency measures provide useful information to investors because they provide transparency to performance by excluding the effects that foreign currency exchange rate fluctuations have on period-over-period comparability given volatility in foreign currency exchange markets.

•

Organic change - Excludes the impact of fluctuations in foreign currency exchange rates as described above and the period-over-period impact of acquisitions and divestitures on current-year revenue. We believe that excluding transaction-related items from our U.S. GAAP financial measures provides useful supplemental information to our investors, and it is important in illustrating what our core operating results would have been had we not included these transaction-related items, since the nature, size and number of these transaction-related items can vary from period to period.

The constant currency and organic change results, and a reconciliation from the reported results for consolidated revenue are included in the Consolidated Revenue section within this Form 10-Q. These measures are also reported by segment in the Segment Revenue section within this Form 10-Q.

Reconciliations of the reported changes to the constant currency and organic changes for the three and nine months ended September 30, 2019 from the three and nine months ended September 30, 2018 are as follows:

						Components of Revenue Change ⁽ⁱ⁾
					As		Constant
	Three Months Ended September 30,				Reported	Currency	Currency	Acquisitions/	Organic
	2019		2018		Change	Impact	Change	Divestitures	Change
	($ in millions)
Revenue	$	1,989	$	1,859	7%	(2)%	9%	3%	6%

						Components of Revenue Change⁽ⁱ⁾
					As		Constant
	Nine Months Ended September 30,				Reported	Currency	Currency	Acquisitions/	Organic
	2019		2018		Change	Impact	Change	Divestitures	Change
	($ in millions)
Revenue	$	6,349	$	6,141	3%	(3)%	6%	1%	5%

(i)	Components of revenue change may not add due to rounding.

Adjusting for the impacts of foreign currency and acquisitions and disposals in the calculation of our organic activity, our revenue grew by 6% and 5% for the three and nine months ended September 30, 2019, respectively. This organic increase in revenue was driven by strong performances in all segments.

Adjusted Operating Income/Margin

We consider adjusted operating income/margin to be important financial measures, which are used to internally evaluate and assess our core operations and to benchmark our operating results against our competitors.

Adjusted operating income is defined as income from operations adjusted for amortization, transaction and integration expenses and non-recurring items that, in management’s judgment, significantly affect the period-over-period assessment of operating results. Adjusted operating income margin is calculated by dividing adjusted operating income by revenue.

Reconciliations of income from operations to adjusted operating income for the three and nine months ended September 30, 2019 and 2018 are as follows:

	Three Months Ended September 30,						Nine Months Ended September 30,
	2019			2018			2019			2018
	(in millions)
Income from operations	$	107		$	17		$	642		$	339
Adjusted for certain items:
Amortization		118			127			368			408
Transaction and integration expenses		6			50			12			148
Adjusted operating income	$	231		$	194		$	1,022		$	895

Income from operations margin		5.4	%		0.9	%		10.1	%		5.5	%
Adjusted operating income margin		11.6	%		10.4	%		16.1	%		14.6	%

Adjusted operating income increased for the three months ended September 30, 2019 to $231 million, from $194 million for the three months ended September 30, 2018. Adjusted operating income increased for the nine months ended September 30, 2019 to $1.0 billion, from $895 million for the nine months ended September 30, 2018. These increases were primarily due to organic revenue growth across all segments.

Adjusted EBITDA/Margin

We consider adjusted EBITDA/margin to be important financial measures, which are used internally to evaluate and assess our core operations, to benchmark our operating results against our competitors and to evaluate and measure our performance-based compensation plans.

Adjusted EBITDA is defined as net income adjusted for provision for income taxes, interest expense, depreciation and amortization, transaction and integration expenses, (gain)/loss on disposal of operations and non-recurring items that, in management’s judgment, significantly affect the period-over-period assessment of operating results. Adjusted EBITDA margin is calculated by dividing adjusted EBITDA by revenue.

Reconciliations of net income to adjusted EBITDA for the three and nine months ended September 30, 2019 and 2018 are as follows:

	Three Months Ended September 30,						Nine Months Ended September 30,
	2019			2018			2019			2018
	(in millions)
NET INCOME	$	80		$	46		$	522		$	332
Provision for/(benefit from) income taxes		20			(10	)		125			42
Interest expense		62			51			172			154
Depreciation		58			53			171			153
Amortization		118			127			368			408
Transaction and integration expenses		6			50			12			148
Pension settlement and curtailment gains and losses		—			(4	)		—			16
Loss on disposal of operations		—			—			—			9
Adjusted EBITDA	$	344		$	313		$	1,370		$	1,262

Net income margin		4.0	%		2.5	%		8.2	%		5.4	%
Adjusted EBITDA margin		17.3	%		16.8	%		21.6	%		20.6	%

Adjusted EBITDA for the three months ended September 30, 2019 was $344 million, compared to $313 million for the three months ended September 30, 2018. Adjusted EBITDA for the nine months ended September 30, 2019 was $1.4 billion, compared to $1.3 billion for the nine months ended September 30, 2018. These increases were primarily due to organic revenue growth across all segments.

Adjusted Net Income and Adjusted Diluted Earnings Per Share

Adjusted net income is defined as net income attributable to Willis Towers Watson adjusted for amortization, transaction and integration expenses, (gain)/loss on disposal of operations and non-recurring items that, in management’s judgment, significantly affect the period-over-period assessment of operating results, the related tax effect of those adjustments and the tax effects of internal reorganizations. This measure is used solely for the purpose of calculating adjusted diluted earnings per share.

Adjusted diluted earnings per share is defined as adjusted net income divided by the weighted-average number of shares of common stock, diluted. Adjusted diluted earnings per share is used to internally evaluate and assess our core operations and to benchmark our operating results against our competitors.

Reconciliations of net income attributable to Willis Towers Watson to adjusted diluted earnings per share for the three months ended September 30, 2019 and 2018 are as follows:

	Three Months Ended September 30,
	2019			2018
	($ in millions)
NET INCOME ATTRIBUTABLE TO WILLIS TOWERS WATSON	$	75		$	44
Adjusted for certain items:
Amortization		118			127
Transaction and integration expenses		6			50
Pension settlement and curtailment gains and losses		—			(4	)
Tax effect on certain items listed above ⁽ⁱ⁾		(29	)		(44	)
Tax effects of internal reorganization		—			1
Adjusted net income	$	170		$	174

Weighted-average shares of common stock — diluted		130			132

Diluted earnings per share	$	0.58		$	0.33
Adjusted for certain items ⁽ⁱⁱ⁾ :
Amortization		0.91			0.97
Transaction and integration expenses		0.05			0.38
Pension settlement and curtailment gains and losses		—			(0.03	)
Tax effect on certain items listed above ⁽ⁱ⁾		(0.23	)		(0.33	)
Tax effects of internal reorganization		—			—
Adjusted diluted earnings per share	$	1.31		$	1.32

(i)	The tax effect was calculated using an effective tax rate for each item.

(ii)	Per share values and totals may differ due to rounding.

Reconciliations of net income attributable to Willis Towers Watson to adjusted diluted earnings per share for the nine months ended September 30, 2019 and 2018 are as follows:

	Nine Months Ended September 30,
	2019			2018
	($ in millions)
NET INCOME ATTRIBUTABLE TO WILLIS TOWERS WATSON	$	500		$	317
Adjusted for certain items:
Amortization		368			408
Transaction and integration expenses		12			148
Pension settlement and curtailment gains and losses		—			16
Loss on disposal of operations		—			9
Tax effect on certain items listed above ⁽ⁱ⁾		(90	)		(139	)
Tax effects of internal reorganization		—			1
Adjusted net income	$	790		$	760

Weighted-average shares of common stock — diluted		130			132

Diluted earnings per share	$	3.84		$	2.39
Adjusted for certain items ⁽ⁱⁱ⁾ :
Amortization		2.82			3.08
Transaction and integration expenses		0.09			1.12
Pension settlement and curtailment gains and losses		—			0.12
Loss on disposal of operations		—			0.07
Tax effect on certain items listed above ⁽ⁱ⁾		(0.69	)		(1.05	)
Tax effects of internal reorganization		—			—
Adjusted diluted earnings per share	$	6.06		$	5.74

(i)	The tax effect was calculated using an effective tax rate for each item.

(ii)	Per share values and totals may differ due to rounding.

Our adjusted diluted earnings per share were flat for the three months ended September 30, 2019 as compared to the three months ended September 30, 2018. Adjusted diluted earnings per share increased for the nine months ended September 30, 2019 as compared to the prior year primarily due to organic revenue growth across all segments.

Adjusted Income Before Taxes and Adjusted Income Taxes/Tax Rate

Adjusted income before taxes is defined as income from operations before income taxes adjusted for amortization, transaction and integration expenses, (gain)/loss on disposal of operations and non-recurring items that, in management’s judgment, significantly affect the period-over-period assessment of operating results. Adjusted income before taxes is used solely for the purpose of calculating the adjusted income tax rate.

Adjusted income taxes/tax rate is defined as the provision for income taxes adjusted for taxes on certain items of amortization, transaction and integration expenses, (gain)/loss on disposal of operations, the tax effects of internal reorganizations and non-recurring items that, in management’s judgment, significantly affect the period-over-period assessment of operating results, divided by adjusted income before taxes. Adjusted income taxes is used solely for the purpose of calculating the adjusted income tax rate.

Management believes that the adjusted income tax rate presents a rate that is more closely aligned to the rate that we would incur if not for the reduction of pre-tax income for the adjusted items and the tax effects of our internal reorganization, which are not core to our current and future operations.

Reconciliations of income from operations before income taxes to adjusted income before taxes and provision for income taxes to adjusted income taxes for the three and nine months ended September 30, 2019 and 2018 are as follows:

	Three Months Ended September 30,						Nine Months Ended September 30,
	2019			2018			2019			2018
	($ in millions)
INCOME FROM OPERATIONS BEFORE INCOME TAXES	$	100		$	36		$	647		$	374
Adjusted for certain items:
Amortization		118			127			368			408
Transaction and integration expenses		6			50			12			148
Pension settlement and curtailment gains and losses		—			(4	)		—			16
Loss on disposal of operations		—			—			—			9
Adjusted income before taxes	$	224		$	209		$	1,027		$	955

Provision for/(benefit from) income taxes	$	20		$	(10	)	$	125		$	42
Tax effect on certain items listed above ⁽ⁱ⁾		29			44			90			139
Tax effects of internal reorganization		—			(1	)		—			(1	)
Adjusted income taxes	$	49		$	33		$	215		$	180

U.S. GAAP tax rate		20.4	%		(28.1	)%		19.3	%		11.3	%
Adjusted income tax rate		22.2	%		15.9	%		21.0	%		18.9	%

(i)	The tax effect was calculated using an effective tax rate for each item.

Our U.S. GAAP tax rates were 20.4% and (28.1)% for the three months ended September 30, 2019 and 2018, respectively, and 19.3% and 11.3% for the nine months ended September 30, 2019 and 2018, respectively. The U.S. GAAP tax rate for the three and nine months ended September 30, 2019 increased as compared to 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.

Our adjusted income tax rates were 22.2% and 15.9% for the three months ended September 30, 2019 and 2018, respectively, and 21.0% and 18.9% for the nine months ended September 30, 2019 and 2018, respectively. The adjusted income tax rates for the three and nine months ended September 30, 2019 increased as compared to 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.

Free Cash Flow

Free cash flow is defined as cash flows from operating activities less cash used to purchase fixed assets and software for internal use. Free cash flow is a liquidity measure and is not meant to represent residual cash flow available for discretionary expenditures.

Management believes that free cash flow presents the core operating performance and cash generating capabilities of our business operations.

Reconciliations of cash flows from operating activities to free cash flow for the nine months ended September 30, 2019 and 2018 are as follows:

	Nine Months Ended September 30,
	2019			2018
	(in millions)
Cash flows from operating activities	$	620		$	716
Less: Additions to fixed assets and software for internal use		(175	)		(209	)
Free cash flow	$	445		$	507

The decrease in free cash flows in 2019 primarily resulted from a shift in the timing of income tax payments, higher bonus payments in the first quarter of 2019 and other unfavorable working capital changes.

Critical Accounting Policies and Estimates

Except as noted below, there were no material changes from the Critical Accounting Policies and Estimates disclosed in our 2018 Annual Report on Form 10-K, filed with the SEC on February 27, 2019.

As a result of the acquisition of TRANZACT (see Part I., Note 3 – Acquisitions within this filing on Form 10-Q), 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.

Revenue Recognition

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 has only been recorded such that no significant reversal is expected to occur in the future.

ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

We have considered changes in our exposure to market risks during the nine months ended September 30, 2019, and we have determined that there have been no material changes to our exposure to market risks from those described in the Company’s Annual Report on Form 10-K for the year ended December 31, 2018, filed with the SEC on February 27, 2019. However, we have provided the following information to supplement or update our disclosures on our Form 10-K.

LIBOR-Related Debt Instruments

In July 2017, the Financial Conduct Authority, the authority that regulates LIBOR, announced its intention to stop compelling banks to submit rates for the calculation of LIBOR after 2021. The Alternative Reference Rates Committee (‘ARRC’), a group of private-market participants convened by the Federal Reserve Board and the Federal Reserve Bank of New York to help ensure a successful transition from U.S. dollar LIBOR (‘USD-LIBOR’) to a more robust reference rate, has proposed that the Secured Overnight Financing Rate (‘SOFR’) represents the best alternative to USD-LIBOR for use in derivatives and other financial contracts that are currently indexed to USD-LIBOR. ARRC has proposed a transition plan with specific steps and timelines designed to encourage the adoption of SOFR and guide the transition to SOFR from USD-LIBOR. Organizations are currently working on industry-wide and company-specific transition plans related to derivatives and cash markets exposed to USD-LIBOR. Similar efforts are underway to identify suitable replacement reference rates for LIBOR in other major currencies.

As of September 30, 2019, the Company’s primary exposure is its $1.25 billion revolving credit facility maturing in 2022 and its collateralized facility assumed as part of its acquisition of TRANZACT, which are both priced using rates tied to LIBOR. We anticipate renegotiating the revolving credit facility prior to the potential LIBOR quotation termination date and will renegotiate, or repay, the collateralized facility prior to the end of 2021. In addition, the Company and its subsidiaries have entered into various intercompany notes indexed to LIBOR. The Company expects to amend or replace the LIBOR-based intercompany notes as necessary to reflect new market benchmarks for the relevant loan currencies.

We are currently evaluating the LIBOR-related risks that may be inherent elsewhere in our business and are monitoring for further proposals and guidance from the ARRC and other alternative-rate initiatives, with the expectation that we will be prepared for the termination of the LIBOR benchmarks.

Interest Income on Fiduciary Funds

As described in our Form 10-K, we are exposed to interest rate risk. Specifically, as a result of our operating activities, we receive cash for premiums and claims which we deposit in short-term investments denominated in U.S. dollars and other currencies. We earn interest on these funds, which is included in our condensed consolidated financial statements as interest income. These funds are regulated in terms of access and the instruments in which they may be invested, most of which are short-term in maturity. At September 30, 2019, we held $2.0 billion of fiduciary funds invested in interest-bearing accounts. If short-term interest rates increased or decreased by 25 basis points, interest earned on these invested fiduciary funds, and therefore our interest income recognized, would increase or decrease by approximately $5 million on an annualized basis.

ITEM 4. CONTROLS AND PROCEDURES

Evaluation of Disclosure Controls and Procedures

As of September 30, 2019, the Company carried out an evaluation, under the supervision and with the participation of the Company’s management, including the Chief Executive Officer (‘CEO’) and the Chief Financial Officer (‘CFO’), of the effectiveness of the design and operation of the Company’s disclosure controls and procedures as defined by Exchange Act Rule 13a-15(e). Based upon that evaluation, the CEO and the CFO concluded that the Company’s disclosure controls and procedures are effective in ensuring that the information required to be included in the Company’s periodic SEC filings is recorded, processed, summarized and reported within the time periods specified in the SEC rules and forms and that such information is accumulated and communicated to management, including the CEO and the CFO, as appropriate, to allow for timely decisions regarding required disclosure.

We acquired TRANZACT on July 30, 2019. For additional information regarding the acquisition, see Part I., Note 3 – Acquisitions to the Condensed Consolidated Financial Statements included in this Quarterly Report. SEC guidance permits management to omit an assessment of an acquired business’ internal control over financial reporting from management’s assessment of internal control over financial reporting for a period not to exceed one year from the date of acquisition. We are in the process of integrating TRANZACT operations within our internal control structure. Accordingly, management has excluded controls relating to TRANZACT in this quarter’s evaluation of disclosure controls and procedures.

Changes in Internal Control over Financial Reporting

There have been no changes in the Company’s internal controls over financial reporting during the quarter ended September 30, 2019 that have materially affected, or are reasonably likely to materially affect, the Company’s internal control over financial reporting.

Limitations on the Effectiveness of Controls

Management, including the CEO and CFO, does not expect that our disclosure controls and procedures will necessarily prevent all errors and all fraud. However, management does expect that the control system provides reasonable assurance that its objectives will be met. A control system, no matter how well designed and operated, cannot provide absolute assurance that the control system’s objectives will be met. In addition, the design of such internal controls must take into account the costs of designing and maintaining such a control system. Certain inherent limitations exist in control systems to make absolute assurances difficult, including the realities that judgments in decision-making can be faulty, that breakdowns can occur because of a simple error or mistake, and that individuals can circumvent controls. The design of any control system is based in part upon existing business conditions and risk assessments. There can be no assurance that any design will succeed in achieving its stated goals under all potential future conditions. Over time, controls may become inadequate because of changes in business conditions or deterioration in the degree of compliance with policies or procedures. As a result, they may require change or revision. Because of the inherent limitations in a control system, misstatements due to error or fraud may occur and may not be detected. Nevertheless, the disclosure controls and procedures are designed to provide reasonable assurance of achieving their stated objectives, and the CEO and CFO have concluded that the disclosure controls and procedures are effective at a reasonable assurance level.

PART II. OTHER INFORMATION

ITEM 1. LEGAL PROCEEDINGS

From time to time, we are a party to various lawsuits, arbitrations or mediations that arise in the ordinary course of business. The disclosure called for by Part II, Item 1. regarding our legal proceedings is incorporated by reference herein from Part I, Item 1 Note 13 — Commitments and Contingencies - Legal Proceedings of the notes to the condensed consolidated financial statements in this Form 10-Q for the quarter ended September 30, 2019.

ITEM 1A. RISK FACTORS

Except as described below, there are no material changes from risk factors as previously disclosed in our Annual Report on Form 10-K, filed with the SEC on February 27, 2019. We urge you to read the risk factors contained in our Annual Report.

Our acquisition of TRANZACT may create incremental business, regulatory and reputational risks.

On July 30, 2019, the Company completed the acquisition of TRANZACT, a U.S.-based direct-to-consumer health care organization that links individuals to U.S. insurance carriers. The TRANZACT acquisition entails important risks, including the following, among others: the risk that we are unable to successfully integrate TRANZACT operations and employees and realize its benefits, including the acceleration of our direct-to-consumer strategy at the times and to the extent anticipated; the potential impact of the consummation of the proposed transaction on relationships, including with employees, suppliers, clients and competitors; the risk of material changes in U.S. health care regulation; changes in general economic, business and political conditions, including changes in the financial markets; significant competition in the marketplace; and compliance with extensive government regulation. For a further discussion of risks relating to our BDA segment, and with respect to acquisitions generally, see Part I, Item 1A. Risk Factors in our Annual Report on Form 10-K, filed with the SEC on February 27, 2019.

ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS

During the nine months ended September 30, 2019, no shares were issued by the Company without registration under the Securities Act of 1933, as amended.

On February 23, 2018, the board of directors approved a total authorization of $1.0 billion for the Company’s existing share repurchase program.

The following table presents specified information about the Company’s repurchases of its ordinary shares in the third quarter of 2019 and the Company’s remaining repurchase authority.

Period	Total number of shares purchased		Average price paid per share		Total number of shares purchased as part of publicly announced plans or programs		Maximum number of shares that may yet be purchased under the plans or programs
July 1, 2019 through July 31, 2019		168,868	$	195.41		168,868		1,629,310
August 1, 2019 through August 31, 2019		170,089	$	194.00		170,089		1,459,221
September 1, 2019 through September 30, 2019		153,024	$	196.03		153,024		1,306,197
		491,981	$	195.12		491,981

The maximum number of shares that may yet be purchased under the existing stock repurchase authority is 1,306,197. At September 30, 2019, approximately $252 million remained on the current open-ended repurchase authority granted by the board. An estimate of the maximum number of shares under the existing authorities was determined using the closing price of our ordinary shares on September 30, 2019 of $192.97.

ITEM 3. DEFAULTS UPON SENIOR SECURITIES

None.

ITEM 4. MINE SAFETY DISCLOSURES

Not applicable.

ITEM 5. OTHER INFORMATION

None.

ITEM 6. EXHIBITS

EXHIBIT INDEX

Exhibit Number		Description of Exhibit
4.1		Fourth Supplemental Indenture, dated as of September 10, 2019, among Willis North America Inc., as issuer, Willis Towers Watson Public Limited Company, Willis Towers Watson Sub Holdings Unlimited Company, Willis Netherlands Holdings B.V., Willis Investment UK Holdings Limited, TA I Limited, Willis Towers Watson UK Holdings Limited, Trinity Acquisition plc and Willis Group Limited, as guarantors, and Wells Fargo Bank, National Association, as trustee (incorporated by reference to Exhibit 4.1 to the Form 8-K filed by the Company on September 10, 2019).
4.2		Form of Willis North America Inc.’s 2.950% Senior Note due 2029 and 3.875% Senior Note due 2049 (incorporated by reference to Exhibit 4.2 to the Form 8-K filed by the Company on September 10, 2019).
10.1		Willis Towers Watson Public Limited Company Compensation Policy and Share Ownership Guidelines for Non-Employee Directors (as amended September 2019)*
10.2		Amendment 2019-1 to the Amended and Restated Willis U.S. 2005 Deferred Compensation Plan*†
31.1		Certification of the Registrant’s Chief Executive Officer, John J. Haley, pursuant to Rule 13a-14 of the Securities Exchange Act of 1934.*
31.2		Certification of the Registrant’s Chief Financial Officer, Michael J. Burwell, pursuant to Rule 13a-14 of the Securities Exchange Act of 1934.*
32.1		Certification of the Registrant’s Chief Executive Officer, John J. Haley, and Chief Financial Officer, Michael J. Burwell, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.*
101.INS		Inline XBRL Instance Document – the instance document does not appear in the Interactive Data File because XBRL tags are embedded within the Inline XBRL document.
101.SCH		Inline XBRL Taxonomy Extension Schema Document*
101.CAL		Inline XBRL Taxonomy Extension Calculation Linkbase Document*
101.DEF		Inline XBRL Taxonomy Extension Definition Linkbase Document*
101.LAB		Inline XBRL Taxonomy Extension Label Linkbase Document*
101.PRE		Inline XBRL Taxonomy Extension Presentation Linkbase Document*
104		Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101)*

*	Filed or furnished herewith.

†	Management contract or compensatory plan or arrangement.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

Willis Towers Watson Public Limited Company
(Registrant)

/s/ John J. Haley		November 1, 2019
Name:	John J. Haley	Date
Title:	Chief Executive Officer

/s/ Michael J. Burwell		November 1, 2019
Name:	Michael J. Burwell	Date
Title:	Chief Financial Officer

/s/ Susan D. Davies		November 1, 2019
Name:	Susan D. Davies	Date
Title:	Principal Accounting Officer and Controller