Form D

Notice of Exempt Offering of Securities

Item 1. Issuer's Identity

Name of Issuer:
TOWERS WATSON CO.
Jurisdiction of Incorporation/Organization
DE
Year of Incorporation/Organization
2009

Previous Name(s)

  • JUPITER SATURN HOLDING COMPANY
  • JUPITER SATURN HOLDING CO
Entity Type
CORPORATION

Item 2 Issuer Principal Place of Business and Contact Information

875 THIRD AVENUE
NEW YORK, NY 10022
Phone Number: subscription required

Item 3. Related Persons

Name
JOHN J. HALEY
Address
subscription required
Relationship(s)
  • EXECUTIVE OFFICER
  • DIRECTOR
Clarification of Response

Item 3. Related Persons

Name
MARK V. MACTAS
Address
subscription required
Relationship(s)
  • EXECUTIVE OFFICER
  • DIRECTOR
Clarification of Response

Item 3. Related Persons

Name
WALTER W. BARDENWERPER
Address
subscription required
Relationship(s)
  • EXECUTIVE OFFICER
Clarification of Response

Item 3. Related Persons

Name
ROGER F. MILLAY
Address
subscription required
Relationship(s)
  • EXECUTIVE OFFICER
Clarification of Response

Item 3. Related Persons

Name
JULIE JARECKE GEBAUER
Address
subscription required
Relationship(s)
  • EXECUTIVE OFFICER
Clarification of Response

Item 3. Related Persons

Name
JAMES K. FOREMAN
Address
subscription required
Relationship(s)
  • EXECUTIVE OFFICER
Clarification of Response

Item 3. Related Persons

Name
CHANDRASEKHAR RAMAMURTHY
Address
subscription required
Relationship(s)
  • EXECUTIVE OFFICER
Clarification of Response

Item 3. Related Persons

Name
GENE H. WICKES
Address
subscription required
Relationship(s)
  • EXECUTIVE OFFICER
Clarification of Response

Item 3. Related Persons

Name
PATRICIA LYNN GUINN
Address
subscription required
Relationship(s)
  • EXECUTIVE OFFICER
Clarification of Response

Item 3. Related Persons

Name
LINDA D. RABBITT
Address
subscription required
Relationship(s)
  • DIRECTOR
Clarification of Response

Item 3. Related Persons

Name
GILBERT TERRY RAY
Address
subscription required
Relationship(s)
  • DIRECTOR
Clarification of Response

Item 3. Related Persons

Name
VICTOR F. GANZI
Address
subscription required
Relationship(s)
  • DIRECTOR
Clarification of Response

Item 3. Related Persons

Name
MARK MASELLI
Address
subscription required
Relationship(s)
  • DIRECTOR
Clarification of Response

Item 3. Related Persons

Name
PAUL D. THOMAS
Address
subscription required
Relationship(s)
  • DIRECTOR
Clarification of Response

Item 3. Related Persons

Name
JOHN J. GABARRO
Address
subscription required
Relationship(s)
  • DIRECTOR
Clarification of Response

Item 3. Related Persons

Name
BRENDAN R. O'NEILL
Address
subscription required
Relationship(s)
  • DIRECTOR
Clarification of Response

Item 3. Related Persons

Name
WILHELM ZELLER
Address
subscription required
Relationship(s)
  • DIRECTOR
Clarification of Response

Item 3. Related Persons

Name
GAIL E. MCKEE
Address
subscription required
Relationship(s)
  • DIRECTOR
Clarification of Response

Item 4. Industry Group

BUSINESS SERVICES

Item 5. Issuer Size

Revenue Range (for issuer not specifying "hedge" or "other investment" fund in Item 4 above)
OVER $100,000,000

Item 6. Federal Exemptions and Exclusions Claimed

Item 7. Type of Filing

New Notice
Date of First Sale in this Offering:
01/31/2011

Item 8. Duration of Offering

Does the issuer intend this offering to last more than one year?
No

Item 9. Type(s) of Securities Offered

  • Equity

Item 10. Business Combination Transaction

Is this offering being made in connection with a business combination transaction, such as a merger, acquisition or exchange offer?
Yes
Clarification of Response

Item 11. Minimum Investment

Minimum Investment accepted from any outside investor
0

Item 13. Offering and Sales Amounts

Total Offering Amount
12319644
Total Amount Sold
12319644
Total Remaining to be Sold
0
Clarification of Response

Item 14. Investors

Securities in the offering have been or may be sold to persons who do not qualify as accredited investors,
Number of non-accredited investors who already have invested in the offering:
Total number of investors who already have invested in the offering:
6

Item 15. Sales Commissions and Finders' Fees Expenses

Sales Commissions:
0.0
Finders' Fees
0.0
Clarification of Response

Item 16. Use of Proceeds

Provide the amount of the gross proceeds of the offering that has been or is proposed to be used for payments to any of the persons required to be named as executive officers,directors or promoters in response to Item 3 above.
0.0
Clarification of Response

Signature and Submission

Notice has been signed on behalf by the undersigned duly authorized person
Issuer Name
TOWERS WATSON CO.
Issuer Signature
/S/ NEIL D. FALIS
Signer Name
NEIL D. FALIS
Signer Title
ASSISTANT SECRETARY
Signature Date
02/07/2011

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