Willis Towers Watson plc (branded as WTW) is a British-American multinational advisory, broking and solutions company. Its operations span commercial insurance broking and risk advisory, employee benefits and rewards consulting, retirement and actuarial services, and investment advice for pension plans and institutional investors.[4] The company is legally domiciled in Ireland and has its principal executive offices at the Willis Building in London.[4] In 2024 WTW reported revenue of US$9.93 billion and employed about 48,900 people.[4] Following completion of the Willis–Towers Watson merger, the company was added to the S&P 500 index in January 2016.[5] Industry coverage typically ranks WTW among the largest global insurance brokers by revenue.[6]
WTW was formed in January 2016 when London-based Willis Group merged with Virginia-based Towers Watson following shareholder approvals in December 2015. The combined company’s shares began trading on Nasdaq on 5 January 2016 under the ticker WLTW (changed to WTW in 2022).[7][8]
Willis Group changed its place of incorporation from Bermuda to Ireland in 2009 via a scheme of arrangement, the combined company remains Irish-domiciled with principal executive offices in London.[9][10]
In 2020 WTW acquired Acclimatise, a UK-based climate consultancy, and in 2022 it bought Butterwire, a climate risk analytics firm.[11][12] It broadened its broking footprint with an agreement to acquire Israeli broker Leaderim in 2021.[13] In December 2021 WTW sold its treaty reinsurance operations to Arthur J. Gallagher & Co. for an initial US$3.25billion (with a potential earn-out), and in October 2024 it agreed to sell its direct-to-consumer unit TRANZACT, completion was announced on 2 January 2025.[14][15][16]
In March 2020 Aon announced a proposed all-stock acquisition of WTW; the proposal was later terminated following a U.S. Department of Justice lawsuit (see Proposed acquisition by Aon).[17]
WTW rebranded commercially as WTW in January 2022 and updated its Nasdaq ticker to WTW.[18] In March 2022 the company withdrew from Russia, transferring ownership of its Russian businesses to local management.[19]
Origins and predecessor firms
WTW’s roots trace to 19th- and 20th-century insurance broking and actuarial consultancies that later combined to form Willis Group and Towers Watson.
Willis Group
Henry Willis began broking at Lloyd’s in the 1840s and founded Henry Willis & Co. The firm merged with Faber Brothers in 1898 to form Willis, Faber & Co., and with Dumas & Wylie in 1928 to form Willis, Faber & Dumas. The company listed on the London Stock Exchange in 1976.[20] In 1990 Willis entered the U.S. retail market through a merger with Corroon & Black to create Willis Corroon,[21] was taken private by KKR in 1998,[22] and adopted the Willis Group name before relisting on the New York Stock Exchange in 2001 (ticker WSH).[23] Willis expanded in North America by acquiring Hilb, Rogal & Hobbs in 2008,[24] increased its longtime stake to acquire French broker Gras Savoye in 2015, and agreed that year to purchase an 85% stake in London broker Miller.[25][26] Willis also launched the Willis Research Network in 2006 to link academia and industry on natural-hazard and risk science.[27][28]
Watson Wyatt Worldwide
R. Watson & Sons was founded in the UK in 1878; The Wyatt Company was founded in the United States in the 1940s. The firms formed a global alliance in 1995 under the Watson Wyatt name, the U.S. business listed on the NYSE in 2000, and the UK and U.S. businesses formally merged in 2005 as Watson Wyatt Worldwide.[29][30]
Towers Perrin and Towers Watson
Towers, Perrin, Forster & Crosby (TPF&C) was established in 1934. It acquired actuarial firm Tillinghast, Nelson & Warren in 1986 and shortened its name to Towers Perrin in 1987.[31][32] Towers Perrin and Watson Wyatt completed a merger of equals on 4 January 2010 to form Towers Watson, led by John Haley, before the 2016 merger with Willis Group created WTW.[33]
Operations and segments
WTW reports two segments. Risk & Broking covers commercial insurance broking and risk advisory. Health, Wealth & Career provides benefits administration, health and benefits brokerage, retirement and actuarial consulting, and HR and rewards advisory.[4]
In 2024 Health, Wealth & Career accounted for 59% of revenue (US$5.78 billion) and Risk & Broking 41% (US$4.04 billion). Revenue from service offerings by geography was 55% North America (US$5.27 billion), 34% Europe (US$3.29 billion) and 11% International (US$1.09 billion).[34]
WTW operates the Willis Research Network (launched 2006), partnering with universities on natural-hazard and risk science.[35][36] Its software products include the Radar pricing suite used by non-life insurers.[37][38]
Coverage of recent results has noted an emphasis on broking scale and analytics to support margin improvement in Risk & Broking.[39] WTW states that it serves clients in more than 140 countries.[4]
Governance
Paul Reilly serves as non-executive chair. Carl Hess has been chief executive officer since 1 January 2022. Andrew Krasner is chief financial officer.[40][41][42]
Financials
For the year ended 31 December 2024 WTW reported revenue of US$9.93 billion, operating income of US$627 million and a net loss of US$98 million. Total assets were US$27.7 billion and total equity was US$7.94 billion.[4] The 2024 net loss primarily reflected non-cash impairment charges related to the sale of the company’s TRANZACT unit, partially offset by recognition of an earn-out related to the 2021 Willis Re divestment.[43][44]
Notes: (i) Revenue series compiled from company filings as aggregated by CompaniesMarketCap.[56] (ii) 2021 net income includes gains related to divestitures and discontinued operations following regulatory remedies associated with the terminated Aon transaction; 2024 reflects impairments related to the TRANZACT sale.[57]
Legal issues
In 2005 U.S. authorities examined the use of contingent commissions in commercial insurance broking. Willis Group said it would cease the practice and improve transparency in the wake of wider industry settlements that followed the Marsh & McLennan probe.[58][59]
In July 2011 the UK Financial Services Authority fined Willis Limited £6.895 million after finding that anti-bribery and corruption systems and controls were inadequate between 2005 and 2009.[60]
During the Willis Group and Towers Watson merger process in 2015 some Towers Watson investors objected to the original terms. A first shareholder vote on 18 November 2015 did not secure sufficient support, and reporting highlighted concerns about valuation and potential conflicts of interest.[61] Towers Watson shareholder Driehaus Capital Management urged other shareholders to vote against the proposed merger, calculating that Towers Watson was worth between 39% and 53% more as a standalone company.[62][63] Towers Watson CEO John Haley was accused of having a conflict of interest since he was to receive $165 million from the completion of the deal. Haley had disposed of 55% of his shares in the company for a $10 million profit in early March 2015 while the merger negotiations were ongoing and before the stock price dropped on the news of the acquisition.[64] Willis then increased a special cash dividend payable to Towers Watson shareholders and the revised offer was approved on 11 December 2015.[65]
Following completion, stockholders brought litigation in the Delaware Court of Chancery and related federal actions concerning the merger process and disclosures. In 2019 the Court of Chancery allowed certain claims to proceed.[66] In 2024 the parties reported settlements totaling about US$90 million across the federal proxy action and related Delaware proceedings.[67]
A separate insurance coverage dispute concerned whether directors and officers policies covered the merger-related settlements. On 9 August 2024 the United States Court of Appeals for the Fourth Circuit vacated a district court ruling that had applied a “bump-up” exclusion and remanded for further proceedings.[68] Commentary discussed implications for coverage of merger-related settlements.[69]
Proposed acquisition by Aon
On 9 March 2020 Aon announced an all-stock deal to acquire Willis Towers Watson valued at about US$30billion. The combined group would have been the world’s largest insurance broker by revenue. The parties targeted completion in 2021 subject to regulatory approvals and other conditions.[70][71]
Competition authorities conducted in-depth reviews. The European Commission opened a Phase II investigation in December 2020 and on 9 July 2021 approved the transaction subject to structural remedies that included the divestment of substantial Willis Towers Watson reinsurance and commercial risk broking activities to an approved purchaser. The Commission said the commitments preserved competition for large commercial clients and for reinsurance broking in the EEA.[72] Outside Europe, the Australian Competition and Consumer Commission outlined preliminary concerns in February 2021 relating to reinsurance broking and broking for large commercial clients in Australia.[73]
In the United States the Department of Justice filed a civil antitrust complaint on 16 June 2021 to block the merger. The complaint alleged that the deal would substantially lessen competition in five markets. These were property, casualty and financial risk broking for large customers, reinsurance broking, health benefits broking for large customers, private multicarrier retiree exchanges, and pension administration services for large customers.[74][75][76]
On 26 July 2021 Aon and Willis Towers Watson terminated their business combination agreement, citing the uncertainty created by the DOJ litigation. Under the termination agreement Aon paid a US$1billion fee to Willis Towers Watson.[77][78] In the months that followed, Willis Towers Watson completed the sale of its treaty reinsurance brokerage operations to Arthur J. Gallagher & Co., which had been the intended purchaser under the European remedy package.[79]
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