Filed by Watson Wyatt Worldwide, Inc.

Pursuant to Rule 425 under the
Securities Act of 1933, as amended,

and deemed filed pursuant to Rule 14a-12
of the Securities Exchange Act of 1934, as amended

 

Subject Companies:

Watson Wyatt Worldwide, Inc. (Commission File No. 001-16159)

Towers, Perrin, Forster & Crosby, Inc. (Commission File No. 132-02690)

Jupiter Saturn Holding Company (Commission File No. 333-161705)

 

 

 

Contact:

Mary Malone

 

 

Investor Relations

 

 

Watson Wyatt

 

 

(703) 258-7841

 

WATSON WYATT WORLDWIDE REPORTS ADJUSTED EPS OF $0.84

 

ARLINGTON, VA, November 5, 2009 — Watson Wyatt Worldwide, Inc. (NYSE, NASDAQ: WW), a leading international human capital and financial management consulting firm, today announced financial results for the first quarter of fiscal year 2010, which ended September 30, 2009.

 

Revenues were $401.3 million for the quarter, a decrease of 6% (decrease of 1% constant currency) from the first quarter of fiscal 2009 revenues of $426.1 million.  Net income for the first quarter of fiscal 2010 was $29.8 million, or $0.69 per diluted share.  Net income for the quarter includes $8.4 million pretax, or $0.12 per diluted share, of transaction costs related to our pending merger with Towers Perrin, and $1.9 million pretax, or $0.03 per diluted share, of severance costs.  Adjusted net income was $36.2 million, or $0.84 per diluted share.  In the prior-year first quarter, net income was $35.2 million, or $0.82 per diluted share.  When compared to prior-year first quarter exchange rates, the strengthening of the U.S. dollar had a negative impact of $0.05 on diluted earnings per share.

 

“These results demonstrate our sound underlying business fundamentals and strong client relationships.  All of our segments were profitable, with particularly strong growth in our Investment Consulting and Technology and Administration Solutions segments,” said John Haley, president and chief executive officer.

 

“We continue to provide our clients with practical solutions for today’s toughest challenges,” said Mr. Haley.  “With our anticipated merger with Towers Perrin, we look forward to serving clients around the world with an even broader range of services and deeper pool of talent.”

 

Operating Highlights

 

·                  Benefits Group revenues (representing 56% of first-quarter revenues) were $224 million for the first quarter of fiscal 2010, a decrease of 4% (increase of 1% constant currency) from $233 million in the prior-year first quarter.  On a constant currency basis, revenues increased modestly in both retirement and health care consulting.

 

- MORE -

 



 

·                  Technology and Administration Solutions Group revenues (representing 14% of first-quarter revenues) were $55 million for the first quarter of fiscal 2010, an increase of 4% (increase of 11% constant currency) from $53 million in the prior-year first quarter.  Revenues increased in both the U.K. and the U.S. due primarily to additional revenues from several large clients.

 

·                  Human Capital Group revenues (representing 9% of first-quarter revenues) were $38 million for the first quarter of fiscal 2010, a decrease of 24% (decrease of 22% constant currency) from $50 million in the prior-year first quarter.  There was less demand for our services in all geographic regions.

 

·                  Insurance & Financial Services Group revenues (representing 6% of first-quarter revenues) were $24 million for the first quarter of fiscal 2010, a decrease of 13% (decrease of 4% constant currency) from $28 million in the prior-year first quarter.  The revenue decrease was due to less project work in Europe.

 

·                  Investment Consulting Group revenues (representing 11% of first-quarter revenues) were $45 million for the first quarter of fiscal 2010, an increase of 6% (increase of 17% constant currency) from $42 million in the prior-year first quarter.  The revenue increase was due to increases in implemented consulting activities and strategy projects.

 

Outlook for Fiscal Year 2010

 

For fiscal year 2010, the company is maintaining its previous guidance and expects revenues to be in the range of $1.63 billion to $1.70 billion and adjusted diluted earnings per share to be in the range of $3.50 to $3.60.  Adjusted diluted earnings per share exclude severance and merger costs.  Our foreign currency exchange rate assumptions also remain unchanged.  This guidance assumes an average exchange rate of 1.65 U.S. dollars to the British pound for fiscal year 2010 and an average rate of 1.40 U.S. dollars to the Euro for fiscal year 2010.  This guidance does not include the impact of the pending merger with Towers Perrin which is expected to close during fiscal year 2010.

 

For the second quarter of fiscal 2010, the company expects revenues to be in the range of $405 million to $420 million and adjusted diluted earnings per share for the quarter are expected to be in the range of $0.81 to $0.86.  Adjusted diluted earnings per share exclude severance and merger costs.  This guidance assumes an average exchange rate of 1.65 U.S. dollars to the British pound for the second quarter of fiscal 2010 and an average rate of 1.40 U.S. dollars to the Euro for the second quarter of fiscal

 

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2010.  This guidance does not include the impact of the pending merger with Towers Perrin which is expected to close during fiscal year 2010.

 

The forecasted adjusted diluted earnings per share are based on management’s estimates for fiscal year 2010 and the second quarter of fiscal 2010.  The company expects to incur charges for severance and merger costs during those periods, and the amounts are dependent upon future events.  The company will use adjusted diluted earnings per share to evaluate its performance and believes this information is helpful to shareholders.

 

Conference Call

 

The company will host a live webcast and conference call to discuss the financial results for the first quarter of fiscal 2010.  It will be held on Thursday, November 5, 2009, beginning at 9:00 a.m. Eastern Time, and can be accessed via the Internet by going to www.watsonwyatt.com.  The replay of the webcast will be available shortly after the live call for a period of three months.  The replay will also be available for one week after the call by dialing 617-801-6888 and using confirmation number 34420570.

 

Non-GAAP Measures

 

The company prepared its condensed consolidated financial statements in conformity with accounting principles generally accepted in the United States (U.S. GAAP) and pursuant to accounting requirements of the Securities and Exchange Commission applicable to quarterly reports on Form 10-Q.  In an effort to provide investors with additional information regarding the company’s results and to provide a meaningful period-over-period comparison of financial performance, the company sometimes uses non-GAAP financial measures as defined by the Securities and Exchange Commission.  The differences between the U.S. GAAP and non-GAAP financial measures are reconciled in an attached schedule.  In presenting comparable results, the company discloses non-GAAP financial measures when it believes such measures will be useful to investors in evaluating underlying business performance.  The company uses the non-GAAP financial measures to evaluate its financial performance against internal budgets and targets.  In addition, the Company reviews its results excluding the impact of certain items, as it believes that these non-GAAP financial measures are useful for evaluating core operating results and facilitating comparison across reporting periods.  The company believes non-GAAP financial measures should be considered in addition to, and not in lieu of, U.S. GAAP financial measures.  The company’s non-GAAP financial measures may be different from non-GAAP financial measures used by other

 

3



 

companies.

 

Where You Can Find Additional Information

 

This communication was released on November 5, 2009. Towers Perrin and Watson Wyatt have formed a company, Jupiter Saturn Holding Company (the “Holding Company”), which has filed a registration statement on Form S-4 with the Securities and Exchange Commission (the “Commission”) that contains a joint proxy statement/prospectus and other relevant documents concerning the proposed transaction. YOU ARE URGED TO READ THE JOINT PROXY STATEMENT/PROSPECTUS AND THE OTHER RELEVANT DOCUMENTS FILED WITH THE COMMISSION BECAUSE THEY CONTAIN IMPORTANT INFORMATION ABOUT TOWERS PERRIN, WATSON WYATT, THE HOLDING COMPANY AND THE PROPOSED TRANSACTION.

 

You may obtain the joint proxy statement/prospectus and the other documents filed with the Commission free of charge at the Commission’s website, www.sec.gov. In addition, you may obtain free copies of the joint proxy statement/prospectus and the other documents filed by Towers Perrin, Watson Wyatt and the Holding Company with the Commission by requesting them in writing from Towers Perrin, One Stamford Plaza, 263 Tresser Boulevard, Stamford, CT. 06901-3225, Attention: Marketing, or by telephone at 203-326-5400, or from Watson Wyatt, 901 N. Glebe Rd., Arlington, VA. 22203, Attention: Investor Relations, or by telephone at 703-258-8000.

 

Towers Perrin, Watson Wyatt, the Holding Company and their respective directors and executive officers may be deemed under the rules of the Commission to be participants in the solicitation of proxies from the stockholders of Watson Wyatt. A list of the names of those directors and executive officers and descriptions of their interests in Towers Perrin, Watson Wyatt and the Holding Company is contained in the joint proxy statement/prospectus filed by the Holding Company with the Commission. Stockholders may obtain additional information about the interests of the directors and executive officers in the proposed transaction by reading the joint proxy statement/prospectus when it becomes available.

 

Forward-Looking Statements

 

Statements in this press release regarding projections and expectations of future earnings, revenues, operations, business trends, timing and potential benefits of the proposed merger between Watson Wyatt and Towers Perrin and other statements that are not historical facts and other such items are forward-looking statements within the meaning of the Private Securities Litigation Reform Act of

 

4



 

1995.  You can identify these forward-looking statements by their use of words such as “anticipate,” “believe,” “could,” “estimate,” “expect,” “forecast,” “project,” “intend,” “plan,” “potential,” “will,” and other similar words and terms. Forward-looking statements are based on management’s beliefs, as well as assumptions made by, and information currently available to management.  Because such statements are based on expectations and are not statements of fact, actual events and results may differ materially from those projected. A number of risks and uncertainties exist which could cause actual results to differ materially from the results reflected in these forward-looking statements.  Such factors include but are not limited to the ability of Watson Wyatt and Towers Perrin to obtain governmental and regulatory approvals of the merger on the proposed terms and schedule; failure to complete the merger with Towers Perrin in certain circumstances could require us to pay a termination fee or reimburse Towers Perrin’s expenses; failure to complete the merger with Towers Perrin could negatively impact Watson Wyatt and its future operations; foreign currency exchange and interest rate fluctuations; general economic and business conditions that adversely affect us or our clients; a significant decrease in the demand for the consulting, actuarial and other services we offer as a result of changing economic conditions or other factors; the company’s ability to integrate the operations of acquired businesses into our own business, processes and systems, and achieve the anticipated results; our continued ability to recruit and retain qualified associates; the success of our marketing, client development and sales programs; our ability to maintain client relationships and to attract new clients; declines in demand for our services; outcomes of pending or future litigation and the availability and capacity of professional liability insurance to fund pending or future judgments or settlements; the ability of the company to obtain professional liability insurance; actions by competitors offering human resources consulting services, including public accounting and consulting firms, technology consulting firms and internet/intranet development firms; our continued ability to achieve cost reductions; exposure to liabilities of acquired businesses that have not been expressly assumed; the level of capital resources required for future acquisitions and business opportunities; regulatory developments abroad and domestically that impact our business practices; legislative and technological developments that may affect the demand for or costs of our services.  A variety of factors could cause actual results to differ from those set forth in the forward-looking statements, including the risks and factors identified under “Risk Factors” in the joint proxy statement/prospectus included in the initial registration statement on Form S-4 filed by Jupiter Saturn Holding Company on September 3, 2009 with the Commission, as amended from time to time, and under “Risk Factors” in Watson Wyatt’s Annual Report on Form 10-K filed on August 14, 2009 with the Commission.  You should not rely upon forward-looking statements as predictions of future events because these statements are based on assumptions that may not come true and are speculative by their

 

5



 

nature.

 

These statements are based on assumptions that may not come true.  All forward-looking disclosure is speculative by its nature.  None of Jupiter Saturn Holding Company, Towers Perrin or Watson Wyatt undertake an obligation to update any of the forward-looking information included in this report, whether as a result of new information, future events, changed expectations or otherwise.

 

About Watson Wyatt Worldwide

 

Watson Wyatt (NYSE, NASDAQ: WW) is the trusted business partner to the world’s leading organizations on people and financial issues. The firm’s global services include: managing the cost and effectiveness of employee benefit programs; developing attraction, retention and reward strategies; advising pension plan sponsors and other institutions on optimal investment strategies; providing strategic and financial advice to insurance and financial services companies; and delivering related technology, outsourcing and data services. Watson Wyatt has 7,500 associates in 33 countries and is located on the Web at www.watsonwyatt.com.

 

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WATSON WYATT WORLDWIDE, INC.

Condensed Consolidated Statements of Operations

(Thousands of U.S. Dollars, Except Per Share Data)

(Unaudited)

 

 

 

Three months ended September 30,

 

 

 

2009

 

2008

 

 

 

 

 

 

 

Revenue

 

$

401,345

 

$

426,126

 

 

 

 

 

 

 

Costs of providing services:

 

 

 

 

 

Salaries and employee benefits

 

236,081

 

235,879

 

Professional and subcontracted services

 

16,159

 

26,315

 

Occupancy, communications and other

 

39,872

 

49,997

 

General and administrative expenses

 

39,770

 

43,887

 

Depreciation and amortization

 

17,934

 

18,864

 

Transaction and integration expenses

 

8,388

 

 

 

 

358,204

 

374,942

 

 

 

 

 

 

 

Income from operations

 

43,141

 

51,184

 

 

 

 

 

 

 

Income from affiliates

 

947

 

1,695

 

Interest income

 

350

 

1,031

 

Interest expense

 

(449

)

(569

)

Other non-operating (expense) / income

 

1,142

 

(19

)

 

 

 

 

 

 

Income before income taxes

 

45,131

 

53,322

 

 

 

 

 

 

 

Provision for income taxes

 

15,350

 

18,162

 

 

 

 

 

 

 

Net income

 

$

29,781

 

$

35,160

 

 

 

 

 

 

 

Earnings per share:

 

 

 

 

 

Net income - Basic

 

$

0.70

 

$

0.82

 

Net income - Diluted

 

$

0.69

 

$

0.82

 

 

 

 

 

 

 

Weighted average shares of common stock, basic (000)

 

42,673

 

42,935

 

Weighted average shares of common stock, diluted (000)

 

42,888

 

43,085

 

 

7



 

WATSON WYATT WORLDWIDE, INC.

Supplemental Segment Data

(Thousands of U.S. Dollars)

(Unaudited)

 

 

 

Three Months Ended September 30,

 

 

 

2009

 

2008

 

 

 

 

 

 

 

Revenue (net of reimbursable expenses)

 

 

 

 

 

Benefits Group

 

$

223,670

 

$

232,705

 

Technology and Administration Solutions Group

 

55,457

 

53,218

 

Human Capital Group

 

37,680

 

49,602

 

Insurance & Financial Services Group

 

24,182

 

27,806

 

Investment Consulting Group

 

44,729

 

42,107

 

Total segment revenue

 

385,718

 

405,438

 

Other, including reimbursable expenses

 

15,627

 

20,688

 

Consolidated revenue

 

$

401,345

 

$

426,126

 

 

 

 

 

 

 

Net operating income

 

 

 

 

 

Benefits Group

 

$

63,417

 

$

61,523

 

Technology and Administration Solutions Group

 

17,083

 

14,461

 

Human Capital Group

 

2,684

 

6,842

 

Insurance & Financial Services Group

 

292

 

834

 

Investment Consulting Group

 

15,123

 

12,527

 

Total segment net operating income

 

98,599

 

96,187

 

Discretionary compensation

 

(47,963

)

(42,258

)

Other income (expense), net

 

(5,505

)

(607

)

Income before income taxes

 

$

45,131

 

$

53,322

 

 

 

 

 

 

 

 

 

 

 

September 30,

 

 

 

2009

 

2008

 

 

 

 

 

 

 

Associates (full-time equivalents)

 

 

 

 

 

Benefits Group

 

3,320

 

3,260

 

Technology and Administration Solutions Group

 

1,040

 

1,030

 

Human Capital Group

 

750

 

930

 

Insurance & Financial Services Group

 

395

 

415

 

Investment Consulting Group

 

570

 

555

 

Other (includes Communication)

 

415

 

455

 

Business Services (includes Corporate and Field Support)

 

1,040

 

1,025

 

Total

 

7,530

 

7,670

 

 

8



 

WATSON WYATT WORLDWIDE, INC.

Condensed Consolidated Balance Sheets

(Thousands of U.S. Dollars, Except Share Data)

(Unaudited)

 

 

 

September 30,

 

June 30,

 

 

 

2009

 

2009

 

 

 

 

 

 

 

Assets

 

 

 

 

 

Cash and cash equivalents

 

$

111,389

 

$

209,832

 

Receivables from clients:

 

 

 

 

 

Billed, net of allowances of $5,207 and $4,452

 

185,148

 

190,991

 

Unbilled, at estimated net realizable value

 

130,786

 

111,419

 

 

 

315,934

 

302,410

 

Deferred income taxes

 

10,666

 

13,739

 

Other current assets

 

60,151

 

39,619

 

Total current assets

 

498,140

 

565,600

 

Investment in affiliates

 

24,235

 

23,361

 

Fixed assets, net

 

168,855

 

174,857

 

Deferred income taxes

 

109,539

 

111,912

 

Goodwill

 

540,896

 

542,754

 

Intangible assets, net

 

180,492

 

186,233

 

Other assets

 

21,865

 

21,602

 

 

 

 

 

 

 

 

 

Total Assets

 

$

1,544,022

 

$

1,626,319

 

 

 

 

 

 

 

Liabilities

 

 

 

 

 

Accounts payable and accrued liabilities

 

$

144,081

 

$

123,073

 

Discretionary compensation

 

55,798

 

162,351

 

Other current liabilities

 

46,483

 

51,716

 

Total current liabilities

 

246,362

 

337,140

 

Revolving credit facility

 

10,000

 

 

Accrued retirement benefits

 

272,599

 

292,555

 

Deferred rent and accrued lease losses

 

27,516

 

28,434

 

Other noncurrent liabilities

 

114,350

 

113,554

 

 

 

 

 

 

 

Total Liabilities

 

670,827

 

771,683

 

 

 

 

 

 

 

Commitments and contingencies

 

 

 

 

 

 

 

 

 

 

 

Stockholders’ Equity

 

 

 

 

 

Preferred Stock - No par value:

 

 

 

 

 

1,000,000 shares authorized; none issued and outstanding

 

 

 

Class A Common Stock - $.01 par value:

 

 

 

 

 

99,000,000 shares authorized; 43,813,451 and 43,813,451 issued and 42,647,702 and 42,657,431 outstanding

 

438

 

438

 

Additional paid-in capital

 

447,350

 

452,938

 

Treasury stock, at cost - 1,165,749 and 1,156,020 shares

 

(61,079

)

(63,299

)

Retained earnings

 

635,216

 

608,634

 

Accumulated other comprehensive loss

 

(149,676

)

(145,073

)

Total Stockholders’ Equity

 

872,249

 

853,638

 

Non-controlling Interest

 

946

 

998

 

Total Equity

 

873,195

 

854,636

 

 

 

 

 

 

 

Total Liabilities and Total Equity

 

$

1,544,022

 

$

1,626,319

 

 

9



 

WATSON WYATT WORLDWIDE, INC.

Condensed Consolidated Statements of Cash Flows

(Thousands of U.S. Dollars)

(Unaudited)

 

 

 

Three months ended September 30,

 

 

 

2009

 

2008

 

 

 

 

 

 

 

Cash flows used in operating activities:

 

 

 

 

 

Net income

 

$

29,781

 

$

35,160

 

Adjustments to reconcile net income to net cash from operating activities:

 

 

 

 

 

Provision for doubtful receivables from clients

 

1,407

 

3,615

 

Depreciation

 

14,538

 

14,827

 

Amortization of intangible assets

 

3,396

 

4,037

 

Provision for (benefit from) deferred income taxes

 

6,080

 

(7,946

)

Income from affiliates

 

(947

)

(1,695

)

Distribution from affiliates

 

146

 

144

 

Other, net

 

(1,578

)

1,663

 

Changes in operating assets and liabilities (net of business acquisitions)

 

 

 

 

 

Receivables from clients

 

(14,931

)

1,492

 

Other current assets

 

(20,532

)

(7,503

)

Other assets

 

(263

)

2,162

 

Accounts payable and accrued liabilities

 

(83,125

)

(100,646

)

Income taxes payable and deferred

 

483

 

(3,190

)

Accrued retirement benefits

 

(19,956

)

(2,409

)

Deferred rent and accrued lease losses

 

(918

)

(968

)

Other noncurrent liabilities

 

3,733

 

(12,328

)

Cash flows used in operating activities:

 

(82,686

)

(73,585

)

 

 

 

 

 

 

Cash flows used in investing activities:

 

 

 

 

 

Business acquisitions and contingent consideration payments

 

 

(538

)

Purchases of fixed assets

 

(6,166

)

(10,013

)

Capitalized software costs

 

(5,079

)

(5,594

)

Contingent proceeds from divestitures

 

1,142

 

(19

)

Cash flows used in investing activities:

 

(10,103

)

(16,164

)

 

 

 

 

 

 

Cash flows from financing activities:

 

 

 

 

 

Borrowings under Credit Facility

 

10,000

 

105,000

 

Dividends paid

 

(3,199

)

(3,195

)

Repurchases of common stock

 

(13,328

)

(73,613

)

Issuances of common stock and excess tax benefit

 

1,516

 

1,535

 

Cash flows (used in) from financing activities:

 

(5,011

)

29,727

 

 

 

 

 

 

 

Effect of exchange rates on cash

 

(643

)

2,865

 

 

 

 

 

 

 

Decrease in cash and cash equivalents

 

(98,443

)

(57,157

)

 

 

 

 

 

 

Cash and cash equivalents at beginning of period

 

209,832

 

124,632

 

 

 

 

 

 

 

Cash and cash equivalents at end of period

 

$

111,389

 

$

67,475

 

 

10



 

WATSON WYATT WORLDWIDE, INC.

Supplemental Information

(Thousands of U.S. Dollars)

 

The company’s management uses adjusted diluted earnings per share to evaluate its performance. The company has announced its intention to merge with Towers Perrin, and therefore is incurring significant transaction costs.  The company has also incurred significant amounts of severance in recent quarters due to economic conditions.  A reconciliation of net income and diluted earnings per share to adjusted net income and adjusted diluted earnings per share is as follows.

 

 

 

Three Months Ended

 

 

 

Sep. 2009

 

Sep. 2008

 

 

 

 

 

 

 

Net income as reported

 

$

29.8

 

$

35.2

 

Transaction costs, net of tax

 

5.2

 

 

Severance, net of tax

 

1.3

 

0.0

 

Adjusted net income

 

$

36.2

 

$

35.2

 

 

 

 

 

 

 

Diluted earnings per share as reported

 

$

0.69

 

$

0.82

 

Transaction costs per diluted share

 

0.12

 

 

Severance per diluted share

 

0.03

 

 

Adjusted diluted earnings per share

 

$

0.84

 

$

0.82

 

 

11