XML 27 R20.htm IDEA: XBRL DOCUMENT
v3.25.3

Fair Value Measurements and Investments | 9 Months Ended
--- | ---
Sep. 30, 2025
Fair Value Disclosures [Abstract] |
Fair Value Measurements and Investments | Note 11 — Fair Value Measurements and Investments 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: • Mutual funds and exchange-traded funds are classified as Level 1 because we use quoted market prices in active markets in determining the fair value of these securities. • Commingled funds are not leveled within the fair value hierarchy as the funds are valued at the net value of shares held as reported by the manager of the funds. These funds are not exchange-traded. • Hedge funds are not leveled within the fair value hierarchy as the fair values for these investments are estimated based on the net asset values derived from the latest audited financial statements or most recent capital account statements provided by the funds’ investment manager or third-party administrator, as a practical expedient. • Market values for our derivative instruments have been used to determine the fair values of forward and option 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. • 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 growth for the acquired business. The following tables present our assets and liabilities measured at fair value on a recurring basis at September 30, 2025 and December 31, 2024:
|  |  |  | Fair Value Measurements on a Recurring Basis at September 30, 2025 |
|  | Balance Sheet Location |  | Level 1 |  |  | Level 2 |  |  | Level 3 |  |  | Total |
Assets: |  |  |  |  |  |  |  |  |  |  |  |  |  |
Available-for-sale securities: |  |  |  |  |  |  |  |  |  |  |  |  |  |
Mutual funds/exchange traded funds (i) |  | Prepaid and other current assets and Other non-current assets |  | $ | 144 |  |  | $ | — |  |  | $ | — |  |  | $ | 144 |
|  | Fiduciary assets |  |  | 423 |  |  |  | — |  |  |  | — |  |  |  | 423 |
Commingled funds (i) (ii) |  | Prepaid and other current assets and Other non-current assets |  |  | — |  |  |  | — |  |  |  | — |  |  |  | 30 |
Hedge funds (i) (iii) |  | Prepaid and other current assets and Other non-current assets |  |  | — |  |  |  | — |  |  |  | — |  |  |  | 27 |
Derivatives: |  |  |  |  |  |  |  |  |  |  |  |  |  |
Derivative financial instruments (iv) |  | Prepaid and other current assets and Other non-current assets |  | $ | — |  |  | $ | 4 |  |  | $ | — |  |  | $ | 4 |
Liabilities: |  |  |  |  |  |  |  |  |  |  |  |  |  |
Contingent consideration: |  |  |  |  |  |  |  |  |  |  |  |  |  |
Contingent consideration (v) (vi) |  | Other current liabilities and Other non-current liabilities |  | $ | — |  |  | $ | — |  |  | $ | 13 |  |  | $ | 13 |
Derivatives: |  |  |  |  |  |  |  |  |  |  |  |  |  |
Derivative financial instruments (iv) |  | Other current liabilities and Other non-current liabilities |  | $ | — |  |  | $ | 4 |  |  | $ | — |  |  | $ | 4 |
|  |  |  | Fair Value Measurements on a Recurring Basis at December 31, 2024 |
|  | Balance Sheet Location |  | Level 1 |  |  | Level 2 |  |  | Level 3 |  |  | Total |
Assets: |  |  |  |  |  |  |  |  |  |  |  |  |  |
Available-for-sale securities: |  |  |  |  |  |  |  |  |  |  |  |  |  |
Mutual funds/exchange traded funds (i) |  | Prepaid and other current assets and Other non-current assets |  | $ | 108 |  |  | $ | — |  |  | $ | — |  |  | $ | 108 |
|  | Fiduciary assets |  |  | 337 |  |  |  | — |  |  |  | — |  |  |  | 337 |
Commingled funds (i) (ii) |  | Other non-current assets |  |  | — |  |  |  | — |  |  |  | — |  |  |  | 18 |
Hedge funds (i) (iii) |  | Other non-current assets |  |  | — |  |  |  | — |  |  |  | — |  |  |  | 17 |
Derivatives: |  |  |  |  |  |  |  |  |  |  |  |  |  |
Derivative financial instruments (iv) |  | Prepaid and other current assets and Other non-current assets |  | $ | — |  |  | $ | 1 |  |  | $ | — |  |  | $ | 1 |
Liabilities: |  |  |  |  |  |  |  |  |  |  |  |  |  |
Contingent consideration: |  |  |  |  |  |  |  |  |  |  |  |  |  |
Contingent consideration (v) |  | Other current liabilities and Other non-current liabilities |  | $ | — |  |  | $ | — |  |  | $ | 39 |  |  | $ | 39 |
Derivatives: |  |  |  |  |  |  |  |  |  |  |  |  |  |
Derivative financial instruments (iv) |  | Other current liabilities and Other non-current liabilities |  | $ | — |  |  | $ | 6 |  |  | $ | — |  |  | $ | 6 |
(i) With the exception of the funds included in fiduciary assets, the majority of these balances are held as part of deferred compensation plans with related liabilities in other current liabilities and other non-current liabilities on the condensed consolidated balance sheets. (ii) Consists of the Towers Watson Global Equity Focus Fund, for which redemptions can occur on any business day, and require a minimum of one business day’s notice. (iii) Consists of the Towers Watson Alternative Credit Fund, for which the redemption period is generally quarterly, however requires a 50-day notice. (iv) See Note 9 — Derivative Financial Instruments for further information on our derivative investments. (v) Probability weightings are based on our knowledge of the past and planned performance of the acquired entity to which the contingent consideration applies. The fair value weighted-average discount rates used in our material contingent consideration calculations were 11.00% and 13.43% at September 30, 2025 and December 31, 2024, respectively. Using different probability weightings and discount rates could result in an increase or decrease of the contingent consideration payable. (vi) Consideration due to be paid across multiple years until 2029. 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, 2025 |
Balance at December 31, 2024 |  | $ | 39 |
Obligations assumed |  |  | 4 |
Payments |  |  | (33 | )
Realized and unrealized losses (i) |  |  | 1 |
Foreign exchange |  |  | 2 |
Balance at September 30, 2025 |  | $ | 13 |
(i) Realized and unrealized losses include accretion and adjustments to contingent consideration liabilities, which are included within Interest expense and Other operating expenses, respectively, on the condensed consolidated statements of comprehensive income. There were no significant transfers to or from Level 3 in the nine months ended September 30, 2025 Held-to-Maturity Securities During the nine months ended September 30, 2025, the Company invested $50 million in debt securities, which it intends to hold to maturity. The following table summarizes the types of holdings and related values:
Held-to-Maturity Securities |  | Corporate securities |
Amortized cost basis |  | $ | 50 |
Allowance for credit losses |  |  | — |
Net carrying amount |  |  | 50 |
Gross unrealized gains |  |  | 1 |
Gross unrealized losses |  |  | — |
Aggregate fair value |  | $ | 51 |
Non-recurring Fair Value Measurement The Company has assets that may be required to be recorded at fair value on a non-recurring basis. These assets are evaluated when certain triggering events occur (including the planned disposal of a business or a decrease in estimated future cash flows) that indicate their carrying amounts may not be recoverable. Fair Value Information about Financial Instruments Not Measured at Fair Value The following tables present our assets and liabilities not measured at fair value on a recurring basis at September 30, 2025 and December 31, 2024:
|  | September 30, 2025 |  |  | December 31, 2024 |
|  | Carrying Value |  |  | Fair Value |  |  | Carrying Value |  |  | Fair Value |
Assets: |  |  |  |  |  |  |  |  |  |  |  |
Note receivable (i) |  | $ | — |  |  | $ | — |  |  | $ | 74 |  |  | $ | 70 |
Held-to-maturity securities: |  |  |  |  |  |  |  |  |  |  |  |
Due in one year or less |  | $ | 5 |  |  | $ | 6 |  |  | $ | — |  |  | $ | — |
Due in one year through five years |  | $ | 44 |  |  | $ | 44 |  |  | $ | — |  |  | $ | — |
Due in greater than five years |  | $ | 1 |  |  | $ | 1 |  |  | $ | — |  |  | $ | — |
Liabilities: |  |  |  |  |  |  |  |  |  |  |  |
Current debt |  | $ | 550 |  |  | $ | 550 |  |  | $ | — |  |  | $ | — |
Long-term debt |  | $ | 4,763 |  |  | $ | 4,653 |  |  | $ | 5,309 |  |  | $ | 5,052 |
(i) The note receivable was settled with the Company on April 30, 2025. The carrying value of our revolving credit facility approximates its fair value. The fair values above, which exclude accrued interest, 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 held-to-maturity securities are considered Level 1 financial instruments as they are based on quoted market prices in active markets. The fair values of our respective senior notes and short-term note receivable are considered Level 2 financial instruments as they are corroborated by observable market data.

X
- References No definition available. + Details
Name: | us-gaap_FairValueDisclosuresAbstract
Namespace Prefix: | us-gaap_
Data Type: | xbrli:stringItemType
Balance Type: | na
Period Type: | duration

X
- 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 -Topic 820 -SubTopic 10 -Name Accounting Standards Codification -Section 50 -Paragraph 2 -Subparagraph (bbb)(1) -Publisher FASB -URI https://asc.fasb.org/1943274/2147482106/820-10-50-2 Reference 2: http://www.xbrl.org/2003/role/exampleRef -Topic 820 -SubTopic 10 -Name Accounting Standards Codification -Section 55 -Paragraph 107 -Publisher FASB -URI https://asc.fasb.org/1943274/2147482078/820-10-55-107 Reference 3: http://www.xbrl.org/2003/role/exampleRef -Topic 820 -SubTopic 10 -Name Accounting Standards Codification -Section 55 -Paragraph 100 -Publisher FASB -URI https://asc.fasb.org/1943274/2147482078/820-10-55-100 Reference 4: http://www.xbrl.org/2003/role/disclosureRef -Topic 820 -SubTopic 10 -Name Accounting Standards Codification -Section 50 -Paragraph 2 -Subparagraph (c)(3) -Publisher FASB -URI https://asc.fasb.org/1943274/2147482106/820-10-50-2 Reference 5: http://www.xbrl.org/2003/role/disclosureRef -Topic 820 -SubTopic 10 -Name Accounting Standards Codification -Section 50 -Paragraph 6A -Subparagraph (a) -Publisher FASB -URI https://asc.fasb.org/1943274/2147482106/820-10-50-6A Reference 6: http://www.xbrl.org/2003/role/disclosureRef -Topic 820 -SubTopic 10 -Name Accounting Standards Codification -Section 50 -Paragraph 2E -Publisher FASB -URI https://asc.fasb.org/1943274/2147482106/820-10-50-2E Reference 7: http://www.xbrl.org/2003/role/disclosureRef -Topic 820 -SubTopic 10 -Name Accounting Standards Codification -Section 50 -Paragraph 6A -Subparagraph (h) -Publisher FASB -URI https://asc.fasb.org/1943274/2147482106/820-10-50-6A Reference 8: http://www.xbrl.org/2003/role/disclosureRef -Topic 820 -SubTopic 10 -Name Accounting Standards Codification -Section 50 -Paragraph 6A -Subparagraph (f) -Publisher FASB -URI https://asc.fasb.org/1943274/2147482106/820-10-50-6A Reference 9: http://www.xbrl.org/2003/role/disclosureRef -Topic 820 -SubTopic 10 -Name Accounting Standards Codification -Section 50 -Paragraph 6A -Subparagraph (e) -Publisher FASB -URI https://asc.fasb.org/1943274/2147482106/820-10-50-6A Reference 10: http://www.xbrl.org/2003/role/disclosureRef -Topic 820 -SubTopic 10 -Name Accounting Standards Codification -Section 50 -Paragraph 6A -Subparagraph (d) -Publisher FASB -URI https://asc.fasb.org/1943274/2147482106/820-10-50-6A Reference 11: http://www.xbrl.org/2003/role/disclosureRef -Topic 820 -SubTopic 10 -Name Accounting Standards Codification -Section 50 -Paragraph 2 -Subparagraph (h) -Publisher FASB -URI https://asc.fasb.org/1943274/2147482106/820-10-50-2 Reference 12: http://www.xbrl.org/2003/role/disclosureRef -Topic 820 -SubTopic 10 -Name Accounting Standards Codification -Section 50 -Paragraph 2 -Subparagraph (g) -Publisher FASB -URI https://asc.fasb.org/1943274/2147482106/820-10-50-2 Reference 13: http://www.xbrl.org/2003/role/disclosureRef -Topic 940 -SubTopic 820 -Name Accounting Standards Codification -Section 50 -Paragraph 1 -Subparagraph (a) -Publisher FASB -URI https://asc.fasb.org/1943274/2147478119/940-820-50-1 + Details
Name: | us-gaap_FairValueDisclosuresTextBlock
Namespace Prefix: | us-gaap_
Data Type: | dtr-types:textBlockItemType
Balance Type: | na
Period Type: | duration