Business Context and Reporting Period
This Form 8-K is a current report filed by Willis Towers Watson Public Limited Company on March 9, 2016. The filing primarily serves to disclose financial information related to the acquisition of Towers Watson & Co. and the resulting pro forma financial position of the combined entity.
Key Financial Metrics
The filing text itself does not contain specific numerical values for revenue, profit, cash flow, margins, debt, or liquidity. Instead, it incorporates by reference the following exhibits which contain the detailed data:
- Exhibit 99.1: Unaudited condensed consolidated financial statements of Towers Watson & Co. for the three and six months ended December 31, 2015 and 2014.
- Exhibit 99.2: Non-GAAP financial measures and reported results for Towers Watson & Co. for the same periods.
- Exhibit 99.3: Unaudited pro forma condensed consolidated balance sheet and statement of income for Willis Towers Watson Public Limited Company as of and for the year ended December 31, 2015.
- Exhibit 99.4: Audited consolidated financial statements of Towers Watson & Co. for fiscal years ended June 30, 2015, 2014, and 2013.
Material Changes
The material change reported is the acquisition of Towers Watson & Co. The filing provides the financial framework to understand the combined entity's performance for the year ended December 31, 2015, through pro forma information. Specific quantitative comparisons to prior periods are located within the referenced exhibits and are not detailed in the main body of this report.
Guidance, Outlook, and Risks
The filing text does not provide management commentary, future guidance, or specific risk factors. It strictly functions as a vehicle to attach financial statements and pro forma information required under Item 2.02 and Item 9.01 of the Securities Exchange Act of 1934. The information is furnished but not deemed "filed" for liability purposes under Section 18 of the Exchange Act.
Investor Verification Checklist
- Review Exhibit 99.3 to analyze the pro forma financial impact of the merger on the combined entity for the full year 2015.
- Examine Exhibit 99.1 and 99.2 to understand the standalone performance of Towers Watson & Co. prior to the merger.
- Verify the unaudited nature of the pro forma and interim financial statements provided in the exhibits.
- Confirm the specific accounting adjustments made in the pro forma information to ensure comparability with historical results.