(Source: Business Wire)

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.
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 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 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 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
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.