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Fair Value Measurements | 9 Months Ended
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Sep. 30, 2019
Fair Value Disclosures [Abstract] |
Fair Value Measurements | Fair Value Measurements Fair Value Hierarchy The Company has categorized its assets and liabilities that are valued at fair value on a recurring basis into a three-level fair value hierarchy as defined by the FASB. The fair value hierarchy gives the highest priority to quoted prices in active markets for identical assets and liabilities (Level 1) and lowest priority to unobservable inputs (Level 3). In some cases, the inputs used to measure fair value might fall into different levels of the fair value hierarchy. In such cases, the level in the fair value hierarchy, for disclosure purposes, is determined based on the lowest level input that is significant to the fair value measurement. Assets and liabilities recorded in the consolidated balance sheets at fair value are categorized based on the inputs in the valuation techniques as follows:
Level 1. | Assets and liabilities whose values are based on unadjusted quoted prices for identical assets or liabilities in an active market (examples include active exchange-traded equity securities and exchange-traded money market mutual funds).
Assets and liabilities measured using Level 1 inputs include exchange-traded equity securities, exchange-traded mutual funds and money market funds.
Level 2. | Assets and liabilities whose values are based on the following:
a) | Quoted prices for similar assets or liabilities in active markets;
b) | Quoted prices for identical or similar assets or liabilities in non-active markets (examples include corporate and municipal bonds, which trade infrequently);
c) | Pricing models whose inputs are observable for substantially the full term of the asset or liability (examples include most over-the-counter derivatives, including interest rate and currency swaps); and
d) | Pricing models whose inputs are derived principally from or corroborated by observable market data through correlation or other means for substantially the full asset or liability (for example, certain mortgage loans).
Assets and liabilities using Level 2 inputs include treasury locks and an equity security.
Level 3. | Assets and liabilities whose values are based on prices, or valuation techniques that require inputs that are both unobservable and significant to the overall fair value measurement. These inputs reflect management’s own assumptions about the assumptions a market participant would use in pricing the asset or liability.
Assets and liabilities measured using Level 3 inputs include assets and liabilities for contingent purchase consideration and the deal contingent foreign exchange contract (the "FX Contract"). Valuation Techniques Equity Securities, Money Market Funds and Mutual Funds – Level 1 Investments for which market quotations are readily available are valued at the sale price on their principal exchange or, for certain markets, official closing bid price. Money market funds are valued using a valuation technique that results in price per share at $1.00. Treasury Locks - Level 2 In connection with the JLT Transaction, to hedge the risk of increases in future interest rates prior to its issuance of fixed rate debt, in the fourth quarter of 2018 the Company entered into treasury locks related to $2 billion of expected issuances of senior notes in January 2019. The fair value at December 31, 2018 was based on the published treasury rate plus forward premium as of December 31, 2018, compared to the all in rate at the inception of the contract. These treasury locks were settled during the first quarter of 2019. Contingent Purchase Consideration Assets and Liability – Level 3 Purchase consideration for some acquisitions and dispositions made by the Company include contingent consideration arrangements. These arrangements typically provide for the payment of additional consideration if earnings or revenue targets are met over periods from two to four years. The fair value of the contingent purchase consideration asset and liability is estimated as the present value of future cash flows to be paid, based on projections of revenue and earnings and related targets of the acquired and disposed entities. Foreign Exchange Forward Contract Liabilities - Level 3 In connection with the JLT Transaction, the Company entered into the FX Contract, to hedge the risk of appreciation of the GBP-denominated purchase price. The Company settled the FX Contract on April 1, 2019, upon completion of the JLT Transaction. The fair value at December 31, 2018 was determined using the probability distribution approach, comparing the all in forward rate to the foreign exchange rate for possible dates the JLT Transaction could close, discounted to the valuation date and adjusted for the fair value of the deal contingency feature. Determining the fair value of the FX Contract required significant management judgments or estimates about the potential closing dates of the transaction and remaining value of the deal contingency feature. The following fair value hierarchy table presents information about the Company’s assets and liabilities measured at fair value on a recurring basis as of September 30, 2019 and December 31, 2018.
| Identical Assets (Level 1) |  | Observable Inputs (Level 2) |  | Unobservable Inputs (Level 3) |  | Total
(In millions) | 09/30/19 |  |  | 12/31/18 |  |  | 09/30/19 |  |  | 12/31/18 |  |  | 09/30/19 |  |  | 12/31/18 |  |  | 09/30/19 |  |  | 12/31/18 |
Assets: |  |  |  |  |  |  |  |  |  |  |  |  |  |  |
Financial instruments owned: |  |  |  |  |  |  |  |  |  |  |  |  |  |  |
Exchange traded equity securities(a) | $ | 5 |  |  | $ | 133 |  |  | $ | — |  |  | $ | — |  |  | $ | — |  |  | $ | — |  |  | $ | 5 |  |  | $ | 133 |
Mutual funds(a) | 157 |  |  | 151 |  |  | — |  |  | — |  |  | — |  |  | — |  |  | 157 |  |  | 151 |
Money market funds(b) | 37 |  |  | 118 |  |  | — |  |  | — |  |  | — |  |  | — |  |  | 37 |  |  | 118 |
Other equity investment(a) | — |  |  | — |  |  | 8 |  |  | 8 |  |  | — |  |  | — |  |  | 8 |  |  | 8 |
Contingent purchase consideration asset(a) | — |  |  | — |  |  | — |  |  | — |  |  | 65 |  |  | — |  |  | 65 |  |  | — |
Total assets measured at fair value | $ | 199 |  |  | $ | 402 |  |  | $ | 8 |  |  | $ | 8 |  |  | $ | 65 |  |  | $ | — |  |  | $ | 272 |  |  | $ | 410 |
Fiduciary Assets: |  |  |  |  |  |  |  |  |  |  |  |  |  |  |
U.S. Treasury Bills | $ | — |  |  | $ | 20 |  |  | $ | — |  |  | $ | — |  |  | $ | — |  |  | $ | — |  |  | $ | — |  |  | $ | 20 |
Money market funds | 433 |  |  | 80 |  |  | — |  |  | — |  |  | — |  |  | — |  |  | 433 |  |  | 80 |
Total fiduciary assets measured at fair value | $ | 433 |  |  | $ | 100 |  |  | $ | — |  |  | $ | — |  |  | $ | — |  |  | $ | — |  |  | $ | 433 |  |  | $ | 100 |
Liabilities: |  |  |  |  |  |  |  |  |  |  |  |  |  |  |
Contingent purchase consideration liability(c) | $ | — |  |  | $ | — |  |  | $ | — |  |  | $ | — |  |  | $ | 185 |  |  | $ | 183 |  |  | $ | 185 |  |  | $ | 183 |
Acquisition related derivative contracts | — |  |  | — |  |  | — |  |  | 116 |  |  | — |  |  | 325 |  |  | — |  |  | 441 |
Total liabilities measured at fair value | $ | — |  |  | $ | — |  |  | $ | — |  |  | $ | 116 |  |  | $ | 185 |  |  | $ | 508 |  |  | $ | 185 |  |  | $ | 624 |
(a) Included in other assets in the consolidated balance sheets. (b) Included in cash and cash equivalents in the consolidated balance sheets. (c) Included in accounts payable and accrued liabilities and other liabilities in the consolidated balance sheets. The contingent purchase consideration of $65 million related to the sale of JLT's global aerospace business is classified as a Level 3 asset. During the nine-month period ended September 30, 2019, there were no assets or liabilities that were transferred between any of the levels. The table below sets forth a summary of the changes in fair value of the Company’s Level 3 liabilities for the three and nine month periods ended September 30, 2019 and 2018:
| Three Months Ended September 30, |  | Nine Months Ended September 30,
(In millions) | 2019 |  |  | 2018 |  |  | 2019 |  | 2018 |
Balance at beginning of period | $ | 196 |  |  | $ | 185 |  |  | $ | 508 |  | $ | 189 |
(Reductions) Additions | (7 | ) |  | 8 |  |  | 33 |  | 34 |
Payments | (13 | ) |  | (35 | ) |  | (58 | ) | (76 | )
Revaluation Impact | 6 |  |  | 8 |  |  | 26 |  | 19 |
Change in fair value of the FX contract | — |  |  | 100 |  |  | (325 | ) | 100 |
Other (a) | 3 |  |  | 2 |  |  | 1 |  | 2 |
Balance at September 30, | $ | 185 |  |  | $ | 268 |  |  | $ | 185 |  | $ | 268 |
(a) Primarily reflects the impact of foreign exchange. As set forth in the table above, based on the Company's ongoing assessment of the fair value of contingent consideration, the Company recorded a net increase in the estimated fair value of such liabilities for prior-period acquisitions of $26 million in the nine-month period ended September 30, 2019. A 5% increase in the projections used to estimate the contingent consideration would increase the liability by approximately $46 million. A 5% decrease would decrease the liability by approximately $39 million. Long-Term Investments The Company holds investments in certain private equity investments, public companies and private companies that are accounted for using the equity method of accounting. The carrying value of these investments was $452 million and $287 million at September 30, 2019 and December 31, 2018, respectively. Investments Accounted For Using the Equity Method of Accounting Investments in Public and Private Companies Alexander Forbes: The Company owns approximately 33% of the common stock of Alexander Forbes ("AF"), a South African company listed on the Johannesburg Stock Exchange, which it purchased in 2014 for 7.50 South African Rand ("Rand") per share. In the third quarter of 2018, the Company concluded the decline in value of the investment was other than temporary and recorded an impairment charge of $81 million reflecting the closing price of 4.95 Rand at September 30, 2018. As of September 30, 2019, the carrying value of the Company's investment in AF was approximately $138 million. As of September 30, 2019, the market value of the approximately 443 million shares of AF owned by the Company, based on the September 30, 2019 closing share price of 5.6 South African Rand per share, was $166 million. The Company has other investments in private insurance and consulting companies with a carrying value of $219 million and $61 million at September 30, 2019 and December 31, 2018, respectively. The Company’s investment in Alexander Forbes and its other equity investments in insurance and consulting companies are accounted for using the equity method of accounting, the results of which are included in revenue in the consolidated statements of income and the carrying value of which is included in other assets in the consolidated balance sheets. The Company records its share of income or loss on its equity method investments, some of which are on a one quarter lag basis. Private Equity Investments The Company's investments in private equity funds were $95 million and $82 million at September 30, 2019 and December 31, 2018, respectively. The carrying values of these private equity investments approximate fair value. The underlying private equity funds follow investment company accounting, where investments within the fund are carried at fair value. The Company records in earnings its proportionate share of the change in fair value of the funds on the investment income line in the consolidated statements of income. These investments are included in other assets in the consolidated balance sheets. The Company recorded net investment income of $3 million and $10 million from these investments for the three and nine month periods ended September 30, 2019, respectively, compared to net investment gains of $4 million and $14 million for the same periods in 2018. Other Investments At September 30, 2019 and December 31, 2018, the Company held certain equity investments with readily determinable market values of $19 million and $146 million, respectively. The Company recorded investment gains on these investments of $4 million and $10 million in the three and nine month periods ended September 30, 2019, respectively, and investment gains of $25 million and $43 million for the same periods in 2018. The Company also held investments without readily determinable market values of $47 million and $75 million at September 30, 2019 and December 31, 2018, respectively. In March 2019, the Company disposed of its investment in BenefitFocus for total proceeds of approximately $132 million. The Company received $115 million in the first quarter of 2019 and $17 million in April 2019 as final settlement on the sale. During the second quarter of 2019, the Company disposed of its investment in Payscale and received proceeds of approximately $47 million.

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- Definition The entire disclosure for the fair value of financial instruments (as defined), including financial assets and financial liabilities (collectively, as defined), and the measurements of those instruments as well as disclosures related to the fair value of non-financial assets and liabilities. Such disclosures about the financial instruments, assets, and liabilities would include: (1) the fair value of the required items together with their carrying amounts (as appropriate); (2) for items for which it is not practicable to estimate fair value, disclosure would include: (a) information pertinent to estimating fair value (including, carrying amount, effective interest rate, and maturity, and (b) the reasons why it is not practicable to estimate fair value; (3) significant concentrations of credit risk including: (a) information about the activity, region, or economic characteristics identifying a concentration, (b) the maximum amount of loss the entity is exposed to based on the gross fair value of the related item, (c) policy for requiring collateral or other security and information as to accessing such collateral or security, and (d) the nature and brief description of such collateral or security; (4) quantitative information about market risks and how such risks are managed; (5) for items measured on both a recurring and nonrecurring basis information regarding the inputs used to develop the fair value measurement; and (6) for items presented in the financial statement for which fair value measurement is elected: (a) information necessary to understand the reasons for the election, (b) discussion of the effect of fair value changes on earnings, (c) a description of [similar groups] items for which the election is made and the relation thereof to the balance sheet, the aggregate carrying value of items included in the balance sheet that are not eligible for the election; (7) all other required (as defined) and desired information. + References Reference 1: http://www.xbrl.org/2003/role/disclosureRef -Publisher FASB -Name Accounting Standards Codification -Topic 820 -SubTopic 10 -Section 50 -Paragraph 2 -URI http://asc.fasb.org/extlink&oid=117815213&loc=d3e19207-110258 + Details
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