EX-99.2 3 dex992.htm INVESTOR PRESENTATION Investor Presentation
Willis Group Holdings
acquires
Hilb Rogal & Hobbs
June 9, 2008
Exhibit 99.2


1
This
presentation
contains
certain
“forward-looking
statements”
within the meaning of Section 27A of the
Securities Act of 1933, and Section 21E of the Securities Exchange Act of 1934, which are intended to be
covered by the safe harbors created by those laws. These forward-looking statements include information
about possible or assumed future results of our operations. All statements, other than statements of
historical facts, included in this presentation that address activities, events or developments that we expect
or anticipate may occur in the future, including such things as our outlook and guidance regarding future
operating
margin
and
adjusted
Earnings
Per
Share,
future
capital
expenditures,
expected
growth
in
commissions and fees, business strategies, competitive strengths, goals, the anticipated benefits of new
initiatives, growth of our business and operations, plans, and references to future successes are forward-
looking statements. Also, when we use the words such as “anticipate”, “believe”, “estimate”, “expect”,
“intend”, “plan”, “probably”, or similar expressions, we are making forward-looking statements.
Many
risks
and
uncertainties
may
impact
the
matters
addressed
in
these
forward-looking
statements.
Many
possible events or factors could affect our future financial results and performance, including those set forth
in the Appendix and in the Risk Factors section of our Annual Report on Form 10-K filed on February 27,
2008. These could cause our results or performance to differ materially from those we express in our
forward-looking statements. Although we believe that the assumptions underlying our forward-looking
statements are reasonable, any of these assumptions, and therefore also the forward-looking statements
based on these assumptions, could themselves prove to be inaccurate. In light of the significant
uncertainties inherent in the forward-looking statements included in this presentation, our inclusion of this
information is not a representation or guarantee by us that our objectives and plans will be achieved.
Our forward-looking statements speak only as of the date made and we will not update these forward-
looking statements unless the securities laws require us to do so. In light of these risks, uncertainties and
assumptions,
the
forward-looking
events
discussed
in
this
presentation
may
not
occur,
and
we
caution
you
against unduly relying on these forward-looking statements.
Forward-looking statements


2
Willis Group Holdings acquires        
Hilb Rogal & Hobbs
Transaction overview
Willis and HRH overviews
Pro forma combined company
Financial summary 
Summary
Appendix


Transaction overview


4
Transaction rationale
The acquisition of Hilb Rogal & Hobbs is strategically and financially compelling
Accelerates
growth
and
increases
client
value
through
larger,
more
diversified
platform
Complementary
geographic
footprint
doubles
Willis’
North
American
revenues
More
than
doubles
Willis’
revenues
in
targeted,
high
potential
North
America
Employee
Benefits
business
Adds depth and breadth to other key practice areas
Strengthens Willis’
middle market leadership and reinforces large account presence
Immediately accretive to Willis Cash EPS; accretive to GAAP EPS from year 2
Attractive valuation; 2.4x 2008E revenue, less than 10x 2008E EBITDA
Anticipated synergies of $100 million, with additional $40 million annualized
efficiencies post-integration from the implementation of Shaping our Future


5
Terms of transaction
TRANSACTION
Willis to acquire 100% of Hilb Rogal & Hobbs (HRH)
PRICE PER SHARE
50% cash, 50% stock
Tax free transaction to Hilb Rogal & Hobbs shareholders
$1.7 billion equity value
$2.1
billion
enterprise
value
(2)
EXPECTED CLOSING
4Q 2008
APPROVALS
Customary regulatory approvals and HRH shareholder vote
$46.00
AGGREGATE CONSIDERATION
CONSIDERATION
(2) See appendix for definitions of non-GAAP measures
(1)
The
transaction
includes
a
12%
collar,
that
is,
if
Willis’
share
price
increases
or
decreases
up
to
12%,
the
aggregate
consideration
remains
$46.00
per
share;
if,
however, the Willis
share
price
increases
or
decreases
more
than
12%,
50%
of
the
consideration
would
adjust
based
on
the
value
of
Willis’
stock
(resulting
in
a
transaction
value
per
share
less than or greater than $46.00) 
Transaction
includes
a
collar
(1)


Willis and HRH overview


7
COMPANY DESCRIPTION
SENIOR MANAGEMENT
ADJUSTED
EBITDA
AND
EBITDA
MARGIN
(1)
2007 REVENUE BREAKDOWN
3rd largest provider of insurance brokerage, reinsurance and risk management consulting services worldwide
Operates three business segments
International
(39%)
international
retail
brokerage
Global (31%) –
worldwide specialist brokerage, consulting services and reinsurance
North
America (30%)  -
Retail operations in the US & Canada
13,000 employees in approximately 300 offices in 100 countries
REVENUE AND REVENUE GROWTH
($ in millions)
Overview of Willis
$2,428
$2,578
$2,267
6%
7%
0%
2005
2006
2007
($ in millions)
International
39%
North America
30%
Global
31%
Name
Age
Title
Joseph J.  Plumeri
64
Chairman & CEO
Grahame Millwater
44
President
Patrick C. Regan
41
Group COO & Group CFO
$614
$684
$535
24%
25%
27%
2005
2006
2007
(1) See appendix for definitions of non-GAAP measures


8
Employee benefits
Reinsurance
Property & casualty
Energy
Construction
Aerospace
Real estate
Personal Lines
1%
Commercial
P&C
74%
Reinsurance
15%
Employee
Benefits
10%
2007 REVENUE BY PRODUCT
Overview of Willis
CASH FLOW FROM OPERATIONS
(1)
($ in millions)
2007 Total Revenues: $2,578 million
SERVICES AND CLIENTS
Client base ranges from personal to multi
national accounts
Primarily comprised of middle market
accounts
330
392
388
280
300
320
340
360
380
400
2005
2006
2007
(1) See appendix for definitions of non-GAAP measures
Marine
Financial and
Executive Risk


9
$174
$181
$190
24%
27%
27%
2005
2006
2007
COMPANY DESCRIPTION
SENIOR MANAGEMENT
EBITDA AND EBITDA MARGIN
2007 REVENUE BREAKDOWN
Based in Glen Allen, Virginia
Offers P&C, employee benefits and specialized exposure insurance
U.S. middle market focused broker with national footprint
Domestic
Retail
(85%)
seven
U.S.
regional
operating
units
providing
marketing
and
specialized
industry
or
product expertise
Excess and Surplus (5%)
operating units specializing in excess and surplus lines brokerage (California,
Florida, Illinois and Texas)
International (7%)
primarily U.K based
wholesale and reinsurance brokerage
4,200 employees in over 140 offices throughout the U.S.; 200 employees outside the U.S
REVENUE AND REVENUE GROWTH
Excess &
Surplus
5%
International
7%
Other
3%
Domestic
Retail
85%
($ in millions)
Overview of HRH
($ in millions)
Name
Age
Title
Martin (Mell) Vaughan
60
Chairman & CEO
Michael Crowley
55
President & COO
Michael Dinkins
52
EVP & CFO
$711
$800
$674
12%
5%
9%
2005
2006
2007


10
Personal lines
Employee benefits
Property & casualty
Construction
Healthcare
Real estate
Personal Lines
6%
Reinsurance
1%
Employee
Benefits
21%
Wholesale
9%
Commercial
P&C
63%
2007 REVENUE BY PRODUCT
Overview of HRH
CASH FLOW FROM OPERATIONS
(1)
($ in millions)
2007 Total Revenues: $800 million
95
121
102
0
100
2005
2006
2007
SERVICES AND CLIENTS
Client base ranges from personal to large
national accounts
Primarily comprised of middle market
and major commercial and industrial
accounts
(1) See appendix for definitions of non-GAAP measures


Pro forma combined
company


12
Strategic objectives
Critical mass in key areas
Opportunity for accelerated growth
California, Florida, Texas, Illinois, New York, Boston, New Jersey,
Philadelphia
Leverage unique specialty expertise throughout our retail network
Personal lines, energy, aerospace, real estate, health care, construction,
complex property, executive risk, environmental
Implement Shaping our Future strategy for profitable growth
Demonstrated execution with measurable success
Post
integration
launch
Shaping
our
Future
HRH
ENHANCE
GROW
ADD VALUE


13
Broker rankings
Source: Business Insurance Annual Insurance Broker Survey, July 2007,
Revenues generated by U.S. clients
Source: Company reports
2006 Brokerage
2007 Brokerage
Rank
Company
Revenues
Rank
Company
Revenues
1
Marsh & McLennan
$5,342
1
Marsh & McLennan
$11,350
2
Aon
2,751
2
Aon
7,471
Pro forma Willis / Hilb Rogal & Hobbs
1,783
Pro forma Willis / Hilb Rogal & Hobbs
3,378
3
A.J. Gallagher
1,251
3
Willis Group Holdings Ltd.
2,578
4
Willis Group Holdings Ltd.
1,100
4
A.J. Gallagher
1,623
5
Wells Fargo Insurance Servvices
Inc.
1,009
5
Wells Fargo
1,530
6
Brown & Brown Inc.
865
6
Brown & Brown
960
7
BB&T Insurance Services Inc.
842
7
Jardine
Lloyd Thompson
940
8
Hilb Rogal & Hobbs Co.
683
8
BB&T Insurance Services Inc.
853
9
USI Holdings Crop.
546
9
Hilb Rogal & Hobbs Co.
800
10
Lockton
Cos. L.L.C.
453
10
Lockton
Cos. L.L.C.
667
Global Broker Rankings
U.S. Broker Rankings


14
Complementary geographic fit
London, England
International Presence
WSH
HRH
Overlap
Willis
70
HRH
140
# of Offices
Key
Growth
Areas


15
WILLIS
Pro forma combined total revenues by
business mix
Employee
Benefits
10%
Personal
lines
1%
WillisRe
15%
Commercial
P&C
74%
Personal
Lines
2%
Wholesale
2%
Reinsurance
12%
Employee
Benefits
13%
Commercial
P&C
71%
HRH
PRO FORMA
2007 Total Revenues: $2,578 million
65% Commissions / 35% Fees
2007 Total Revenues: $800 million
85% Commissions / 15% Fees
2007 Total Revenues: $3,378 million
70% Commissions / 30% Fees
Employee
Benefits
21%
Wholesale
9%
Reinsurance
1%
Personal
Lines
6%
Commercial
P&C
63%


Financial summary


17
Financial structure
TRANSACTION
Willis to acquire 100% of Hilb Rogal & Hobbs (HRH)
PRICE PER SHARE
50% cash, 50% stock
Tax free transaction to Hilb Rogal & Hobbs shareholders
$1.7 billion equity value
$2.1 billion enterprise value
APPROVALS
Customary regulatory approvals and HRH shareholder vote
$46.00
AGGREGATE CONSIDERATION
CONSIDERATION
(2) See appendix for definitions of non-GAAP measures
(1) The
transaction
includes
a
12%
collar,
that
is,
if
Willis’
share
price
increases
or
decreases
up
to
12%,
the
aggregate
consideration
remains
$46.00
per
share;
if,
however,
the Willis
share
price
increases
or
decreases
more
than
12%,
50%
of
the
consideration
would
adjust
based
on
the
value
of
Willis’
stock
(resulting
in
a
transaction
value per
share less than or greater than $46.00) 
Transaction includes a collar
(1)
(2)


18
REPURCHASE ASSUMPTIONS
2.4x 2008E revenue
Less than 10x Hilb Rogal & Hobbs estimated 2008E EBITDA
Cash EPS accretive by 7% 2009, 10% 2010, 14% 2011
GAAP EPS dilutive by (3)% 2009; accretive by 2% 2010, 6% 2011
Assumed $100 million in annual cost savings
50% in 2009, 100% thereafter
8% of pro forma combined North America 2007 cost base; 3% of combined pro forma 2007 total cost base
Fully funded
Combination of new $1.0 billion senior credit facilities and $1.25 billion bridge financing
Investment grade status retained
$1 billion existing authorized buyback
Anticipate repurchase of the majority of shares issued in the transaction over time
SYNERGIES
Assumed efficiencies from implementation of Shaping our Future at HRH
starting in 2010 with $40 million annualized by 2012
FINANCING
Accretion (dilution) relative to Willis' previously stated guidance, which assumed
buyback accretion of up to $0.30 per share by 2010
$75 million pre-tax
RESTRUCTURING PROGRAM
VALUATION
Transaction financial summary


19
Pro forma combined financial goals
$2.25
$4.05-
$4.15
$3.15-
$3.25
$2.85-
$2.95
$2.77
2006
2007
2008E
2009E
2010E
Revised targets to 24% in 2009
and 27% in 2010
Excluding transaction amortization
margins estimated at 25% and
29%, respectively, in 2009 and
2010
Revised target for 2009 at $3.15-
$3.25 to reflect first year post
acquisition
Raised to $4.05-$4.15 for 2010
Existing $1 billion buyback
authorization with $925 million
remaining
Anticipate repurchase of majority
of shares issued in the transaction
over time
Adjusted operating margin
Adjusted EPS
27%
24%
24%
24%
23%
2006
2007
2008E
2009E
2010E
Note: See appendix for definitions of non-GAAP measures
OPERATING MARGIN
EARNINGS PER SHARE
CAPITAL MANAGEMENT


20
North America leadership team
Office of the Chairman:
Don Bailey, Chairman and CEO
Mike Crowley, President
Mell Vaughan, Vice Chairman, Willis Group Holdings
Other key leadership:
Vic Krauze, COO
Derek Smyth, CFO
Joe Gunn, Chief Growth Officer


21
Summary
Will
accelerate
growth
and
increase
client
value
through
larger,
more
diversified platform
Complementary
geographic
footprint
doubles
Willis’
North
American
revenues
More
than
doubles
Willis’
revenues
in
targeted
North
America
Employee
Benefits business
Adds depth and breadth to other key practice areas
Strengthens
Willis’
middle
market
leadership
and
reinforces
large
account
presence
Immediately accretive to Willis Cash EPS; accretive to GAAP EPS from year 2
Attractive valuation; 2.4x 2008E revenue, less than 10x 2008E EBITDA
Anticipated synergies of $100 million, with additional $40 million annualized
efficiencies post-integration from the implementation of Shaping our Future


22
Appendix


23
Important merger information
In connection with the proposed transaction, Willis and Hilb Rogal & Hobbs intend to file relevant
materials with the Securities and Exchange Commission (“SEC”). Willis will file with the SEC a
Registration Statement on Form S-4 that includes a proxy statement of Hilb Rogal & Hobbs that
also
constitutes
a
prospectus
of
Willis.
Hilb
Rogal
&
Hobbs
will
mail
the
proxy
statement/prospect
us
to
its
shareholders.
Investors
are
urged
to
read
the proxy statement/prospectus regarding the
proposed transaction when it becomes available, because it will contain important information.
Investors will be able to obtain a free copy of the proxy statement/prospectus, as well as other
filings
containing
information
about
Willis
and
Hilb
Rogal
&
Hobbs
without
charge,
at
the
SEC’s
website
(http://www.sec.gov)
once
such
documents
are
filed
with
the
SEC.
You
may
also
obtain
these
documents,
free
of
charge,
from
Willis’s
website
(www.willis.com) under
the
tab
“Investor
Relations”
and
then
under
the
heading “Financial
Reporting”
then
under
the
item
“SEC
Filings.”
You
may
also
obtain
these
documents,
free of
charge,
from
Hilb
Rogal
&
Hobbs’
website
(www.hrh.com)
under
the
heading
“Investor
Relations”
and then under the tab “SEC Filings.”
Willis, Hilb Rogal & Hobbs and their respective directors, executive officers and other employees
may be deemed to be participants in the solicitation of proxies from Hilb, Rogal & Hobbs
shareholders in connection with the proposed transaction. Information about Willis’s directors and
executive officers is available in Willis’s proxy statement, dated March 17, 2008. Information about
Hilb Rogal & Hobbs’
directors and executive officers is available in Hilb Rogal & Hobbs’
proxy
statement, dated March 31, 2008. Additional information about the interests of potential
participants will be included in the prospectus/proxy statement when it becomes available. This
document shall not constitute an offer to sell or the solicitation of an offer to buy any securities,
nor shall
there
be
any
sale
of
securities
in
any
jurisdiction
in
which
such
offer,
solicitation
or sale
would be unlawful prior to registration or qualification under the securities laws of any such
jurisdiction. No offering of securities shall be made except by means of a prospectus meeting the
requirements of Section 10 of the U.S. Securities Act of 1933, as amended.


24
There are important uncertainties, events and factors that could
cause our actual results or performance to differ
materially from those in the forward-looking statements contained in this document, including regional, national or global
political, economic, business, competitive, market and regulatory conditions and the following:
completion of the merger is dependent on, among other things, receipt of shareholders and regulatory approvals, the
timing of which cannot be predicted with precision and which may
not be received at all,
our ability to implement and realize anticipated benefits of the Shaping our Future
initiative and other new initiatives,
the extent and timing of, and prices paid in connection with, any share repurchases under existing or future programs,
increases in client retentions,
our ability to retain existing clients and attract new business, and our ability to retain key employees,
changes in commercial property and casualty markets, or changes in premiums and availability of insurance products 
due to a catastrophic event such as a hurricane,
volatility or declines in other insurance markets and the premiums on which our commissions are based,
impact of competition,
the timing or ability to carry out share repurchases or take other steps to manage our capital,
fluctuations in exchange and interest rates that could affect expenses and revenue,
rating agency actions that could inhibit ability to borrow funds or the pricing thereof,
legislative and regulatory changes affecting both our ability to operate and client demand,
potential costs and difficulties in complying with a wide variety of foreign laws and regulations, given the global scope
of our operations,
changes in the tax or accounting treatment of our operations,
our exposure to potential liabilities arising from errors and omissions claims against us,
the results of regulatory investigations, legal proceedings and other contingencies, and
the timing of any exercise of put and call arrangements with Associated companies.
The foregoing list of factors is not exhaustive and new factors may emerge from time to time that could also affect
actual performance and results.  See also the Risk Factors section of our Annual Report on Form 10-K filed on
February 27, 2008.
Appendix: Additional cautionary disclosures regarding
forward-looking Information


25
Adjusted
earnings
before
interest,
tax,
depreciation
and
amortization
(adjusted
EBITDA)
is
adjusted
operating
income as defined below, before depreciation and amortization.
Adjusted
earnings
per
share
(Adjusted
EPS)
is
defined
as
adjusted
net
income
per
diluted
share.
Adjusted
net
income
is
defined
as
net
income
excluding
net
gains/losses
on
disposal
of
operations.
For
2006,
excludes
gain on disposal of London headquarters net of leaseback costs of $92 million, $25 million of severance costs, $41
million strategic initiative expenditure and a one off $71 tax credit. For 2005, excludes charges for regulatory
settlements and related expenses of $36 million, other provisions of $14 million and severance costs of $19 million.
Adjusted
operating
income
is
defined
as
operating
income
excluding
gains/losses
on
disposals.
For
2006,
excludes
gain
on
disposal
of
London
headquarters
net
of
leaseback
costs
of
$99
million,
$35
million
of
severance
costs
and
$59
million strategic initiative expenditure. For 2005 excludes charges for regulatory settlements and related legal and
administrative expenses of $60 million, $20 million additional charge to increase legal provisions and $28 million of
severance costs.
Adjusted
operating
margin
is
defined
as
adjusted
operating
income
to
total
revenues.
Cash flow
is
defined
as
cash
flow
from
operating
and
investing
activities
excluding
acquisitions
and
disposals
and
additional pension contributions. 
Funds
from
operations
is
adjusted
net
income
as
defined,
before
depreciation
and
amortization.
Enterprise
value
=
current
market
capitalization
+
debt
as
of
most
recent
quarter
-
non-fiduciary
cash
as
of
most
recent
quarter
Appendix: Definitions of non-GAAP
measures


WILLIS GROUP HOLDINGS