UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

FORM 8-K

 

CURRENT REPORT

Pursuant to Section 13 or 15(d) of

The Securities Exchange Act of 1934

 

Date of Report (Date of earliest event reported): August 16, 2011

 

Towers Watson & Co.

(Exact name of registrant as specified in its charter)

 

Delaware

 

001-34594

 

27-0676603

(State or other jurisdiction

 

(Commission

 

(IRS Employer

of incorporation)

 

File Number)

 

Identification No.)

 

875 Third Avenue

New York, NY

 

10022

(Address of principal executive offices)

 

(Zip Code)

 

Registrant’s telephone number, including area code  (212) 725-7550

 

N/A

(Former name or former address, if changed since last report)

 

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

 

o            Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

 

o            Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

 

o            Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

 

o            Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

 

 

 


 

Item 2.02. Results of Operations and Financial Condition.

 

On August 16, 2011, Towers Watson & Co. (“Towers Watson”) issued a press release announcing its financial results for the three months ended June 30, 2011.

 

A copy of Towers Watson’s press release is attached hereto as Exhibit 99.1 to this current report on Form 8-K and is incorporated by reference herein. A reconciliation between certain non-GAAP financial measures and reported financial results is provided as an attachment to this press release.

 

The information contained in this Form 8-K, including the attached exhibit, is being furnished under Item 2.02 and shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934 (the “Exchange Act”), or otherwise subject to the liabilities of such section, nor shall such information be deemed incorporated by reference in any filing under the Securities Act of 1933 or the Exchange Act, except as shall be expressly set forth by specific reference in such a filing.

 

Item 7.01. Regulation FD Disclosure

 

In the section of the press release titled “Dividend Increase and Quarterly Dividend,” Towers Watson also announced that its Board of Directors approved a 33% increase in its regularly quarterly cash dividend, from $0.075 per common share to $0.10 per common share, beginning in fiscal 2012.

 

The information contained under the heading “Dividend Increase and Quarterly Dividend” is incorporated herein by reference. No other information contained in the press release shall be deemed to be incorporated by reference in this Item 8.01.

 

Item 9.01. Financial Statements and Exhibits.

 

(d) Exhibits.

 

Exhibit

 

 

No.

 

Description

 

 

 

99.1

 

Press Release, dated August 16, 2011, announcing Towers Watson’s financial results for the three months ended June 30, 2011.

 

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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 hereunto duly authorized.

 

 

TOWERS WATSON & CO.

 

 

(Registrant)

 

 

 

 

 

Date: August 16, 2011

 

 

 

 

By:

/s/ Neil D. Falis

 

 

Name:

Neil D. Falis

 

 

Title:

Assistant Secretary

 

 

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