ROLLING
MEADOWS, Ill., Jan. 25,
2024 /PRNewswire/ -- Arthur J. Gallagher &
Co. (NYSE: AJG) today reported its financial results for the
quarter and full year ended December 31, 2023.
Management will host a webcast conference call to discuss these
results on Thursday, January 25, 2024 at 5:15 p.m. ET/4:15 p.m.
CT. To listen to the call, and for printer-friendly
formats of this release and the "CFO Commentary" and "Supplemental
Quarterly Data," which may also be referenced during the call,
please visit ajg.com/IR. These documents contain both GAAP
and non-GAAP measures. Investors and other users of this
information should read carefully the section entitled "Information
Regarding Non-GAAP Measures" beginning on page 9.
Summary of Financial
Results - Fourth Quarter
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Revenues
Before
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Diluted Net
Earnings
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Reimbursements
|
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Net Earnings
(Loss)
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EBITDAC
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(Loss) Per
Share
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Segment
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4th Q
23
|
4th Q
22
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4th Q
23
|
4th Q
22
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4th Q
23
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4th Q
22
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4th Q
23
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4th Q
22
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(in
millions)
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(in
millions)
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(in
millions)
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Brokerage, as
reported
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$
2,051.5
|
$ 1,704.3
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|
$ 24.8
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$
143.3
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$ 539.9
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$ 457.6
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$
0.11
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$
0.66
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Net gains on
divestitures
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|
(4.0)
|
(9.2)
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(3.0)
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(7.0)
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(4.0)
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(9.2)
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(0.02)
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(0.03)
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Acquisition
integration
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-
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-
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50.6
|
34.7
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|
67.3
|
45.6
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|
0.23
|
0.16
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Workforce and lease
termination
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-
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-
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7.1
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21.1
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9.3
|
27.8
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|
0.03
|
0.10
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Acquisition related
adjustments
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-
|
-
|
|
258.2
|
83.2
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34.4
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9.1
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|
1.17
|
0.39
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Amortization of
intangible assets
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-
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-
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107.4
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88.2
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-
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-
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0.49
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0.40
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Effective income tax
rate impact
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-
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-
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-
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(7.0)
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-
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-
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-
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(0.03)
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Levelized foreign
currency
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translation
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-
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16.9
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-
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0.8
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-
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1.7
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-
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-
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Brokerage, as
adjusted *
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2,047.5
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1,712.0
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445.1
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357.3
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|
646.9
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532.6
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2.01
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1.65
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Risk Management, as
reported
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340.4
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290.6
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42.3
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36.4
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70.2
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53.8
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|
0.19
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0.17
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Net gains on
divestitures
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(0.1)
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(0.9)
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(0.1)
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(0.6)
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(0.1)
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(0.9)
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-
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-
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Acquisition
integration
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-
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-
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0.2
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-
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0.2
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-
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-
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-
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Workforce and lease
termination
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-
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-
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0.8
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2.0
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1.0
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2.8
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-
|
0.01
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Acquisition related
adjustments
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-
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-
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0.1
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(4.6)
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0.2
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0.1
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-
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(0.02)
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Amortization of
intangible assets
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-
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-
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2.3
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1.1
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-
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-
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0.02
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-
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Levelized foreign
currency
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translation
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-
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0.6
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-
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0.3
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-
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0.3
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-
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-
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Risk Management, as
adjusted *
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340.3
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290.3
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45.6
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34.6
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|
71.5
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56.1
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0.21
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0.16
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Corporate, as
reported
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1.2
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0.3
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(106.7)
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(44.2)
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(95.8)
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(59.3)
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(0.45)
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(0.20)
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Corporate related
adjustments
(see page 7)
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-
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-
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24.4
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(26.1)
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46.4
|
0.7
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|
0.08
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(0.12)
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Corporate, as
adjusted *
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1.2
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0.3
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(82.3)
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(70.3)
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(49.4)
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(58.6)
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(0.37)
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(0.32)
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Total Company, as
reported
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$
2,393.1
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$ 1,995.2
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$
(39.6)
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$
135.5
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$ 514.3
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$ 452.1
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$
(0.15)
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$
0.63
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Total Company, as
adjusted *
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$
2,389.0
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$ 2,002.6
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$
408.4
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$
321.6
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$ 669.0
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$ 530.1
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$
1.85
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$
1.49
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Total Brokerage
& Risk
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Management, as
reported
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$
2,391.9
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$ 1,994.9
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$ 67.1
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$
179.7
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$ 610.1
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$ 511.4
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$
0.30
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$
0.83
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Total Brokerage
& Risk
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Management, as
adjusted *
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$
2,387.8
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$ 2,002.3
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$
490.7
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$
391.9
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$ 718.4
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$ 588.7
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$
2.22
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$
1.81
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*
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For fourth quarter
2023, the pretax impact of the Brokerage segment adjustments totals
$559.5 million, mostly due to non-cash period expenses related to
intangible amortization and acquisition earnout payable
adjustments, with a corresponding adjustment to the provision for
income taxes of $139.2 million relating to these items.
For fourth quarter 2023, the pretax impact of the Risk Management
segment adjustments totals $4.5 million, with a corresponding
adjustment to the provision for income taxes of $1.2 million
relating to these items. For fourth quarter 2023, the pretax
impact of the Corporate segment adjustments totals
$46.4 million, with a corresponding adjustment to the benefit
for income taxes of $22.0 million relating to these items and
the other tax items noted on page 7. A detailed
reconciliation of the 2023 and 2022 provision (benefit) for income
taxes is shown on pages 14 and 15.
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(1 of 15)
"We had a strong fourth quarter, to wrap up another fantastic
year!" said J. Patrick Gallagher,
Jr., Chairman and CEO. "During the quarter, our core
brokerage and risk management segments combined to deliver 20%
growth in revenue, of which 8.1% was organic revenue growth.
We also completed 14 new mergers in the quarter with
estimated annualized revenues of $410 million.
"Global primary P/C renewal premium increases were around 8.5%
in the quarter, similar to the 8% to 10% renewal premium change we
had been reporting throughout 2022 and 2023. Insurance and
Reinsurance carriers continue to behave rationally in our view,
pushing for rate increases where it is needed to generate an
underwriting profit. Fourth quarter 2023 positive mid-year
policy endorsements and audits were ahead of last year's levels,
suggesting strong customer business activity.
"That same strength is also evident in the US labor market, with
continued growth in non-farm payrolls, a low unemployment rate and
a wide gap between the amount of job openings and the number of
people unemployed and looking for work. It's also evident
within our risk management segment, Gallagher Bassett, which continues to see claim
count growth, new business wins and excellent client retention.
"I would like to thank our 52,000-plus colleagues across the
globe for another fantastic year. I am thrilled with our 2023
performance and even more excited about 2024 and beyond!"
Summary of Financial
Results - Year Ended December 31,
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|
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Revenues
Before
|
|
|
|
|
|
|
|
Diluted Net
Earnings
|
|
|
|
|
Reimbursements
|
|
Net Earnings
(Loss)
|
|
EBITDAC
|
|
(Loss) Per
Share
|
Segment
|
|
Year
23
|
Year
22
|
|
Year
23
|
Year
22
|
|
Year
23
|
Year
22
|
|
Year
23
|
Year
22
|
|
|
|
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(in
millions)
|
|
(in
millions)
|
|
(in
millions)
|
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|
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Brokerage, as
reported
|
|
$
8,637.2
|
$
7,303.8
|
|
$ 1,169.4
|
$
1,201.8
|
|
$
2,595.8
|
$
2,239.2
|
|
$
5.30
|
$
5.58
|
|
Net gains on
divestitures
|
|
(9.6)
|
(12.1)
|
|
(7.2)
|
(9.5)
|
|
(9.6)
|
(12.1)
|
|
(0.03)
|
(0.05)
|
|
Acquisition
integration
|
|
-
|
-
|
|
184.5
|
132.7
|
|
243.7
|
167.9
|
|
0.84
|
0.62
|
|
Workforce and lease
termination
|
|
-
|
-
|
|
48.0
|
40.2
|
|
63.4
|
48.9
|
|
0.22
|
0.19
|
|
Acquisition related
adjustments
|
|
-
|
-
|
|
278.8
|
56.0
|
|
69.3
|
46.8
|
|
1.27
|
0.26
|
|
Amortization of
intangible assets
|
|
-
|
-
|
|
392.3
|
342.3
|
|
-
|
-
|
|
1.79
|
1.59
|
|
Effective income tax
rate impact
|
|
-
|
-
|
|
-
|
(26.0)
|
|
-
|
-
|
|
-
|
(0.13)
|
|
Levelized foreign
currency
|
|
|
|
|
|
|
|
|
|
|
|
|
|
translation
|
|
-
|
(25.1)
|
|
-
|
(13.8)
|
|
-
|
(18.2)
|
|
-
|
(0.06)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Brokerage, as
adjusted *
|
|
8,627.6
|
7,266.6
|
|
2,065.8
|
1,723.7
|
|
2,962.6
|
2,472.5
|
|
9.39
|
8.00
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Risk Management, as
reported
|
|
1,287.6
|
1,092.6
|
|
154.0
|
115.8
|
|
253.4
|
193.8
|
|
0.70
|
0.54
|
|
Net gains on
divestitures
|
|
(0.4)
|
(0.9)
|
|
(0.3)
|
(0.6)
|
|
(0.4)
|
(0.9)
|
|
-
|
-
|
|
Acquisition
integration
|
|
-
|
-
|
|
0.7
|
1.4
|
|
1.0
|
1.8
|
|
-
|
0.01
|
|
Workforce and lease
termination
|
|
-
|
-
|
|
2.5
|
4.8
|
|
3.4
|
6.4
|
|
0.01
|
0.02
|
|
Acquisition related
adjustments
|
|
-
|
-
|
|
0.4
|
(5.8)
|
|
0.5
|
0.4
|
|
-
|
(0.03)
|
|
Amortization of
intangible assets
|
|
-
|
-
|
|
5.6
|
4.6
|
|
-
|
-
|
|
0.03
|
0.02
|
|
Levelized foreign
currency
|
|
|
|
|
|
|
|
|
|
|
|
|
|
translation
|
|
-
|
(4.9)
|
|
-
|
(0.7)
|
|
-
|
(0.9)
|
|
-
|
-
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Risk Management, as
adjusted *
|
|
1,287.2
|
1,086.8
|
|
162.9
|
119.5
|
|
257.9
|
200.6
|
|
0.74
|
0.56
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Corporate, as
reported
|
|
1.7
|
23.7
|
|
(357.4)
|
(201.6)
|
|
(293.6)
|
(166.5)
|
|
(1.58)
|
(0.93)
|
|
Corporate related
adjustments
(see page 7)
|
|
-
|
-
|
|
54.8
|
(19.5)
|
|
82.6
|
28.4
|
|
0.21
|
(0.09)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Corporate, as
adjusted *
|
|
1.7
|
23.7
|
|
(302.6)
|
(221.1)
|
|
(211.0)
|
(138.1)
|
|
(1.37)
|
(1.02)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total Company, as
reported
|
|
$
9,926.5
|
$
8,420.1
|
|
$
966.0
|
$
1,116.0
|
|
$
2,555.6
|
$
2,266.5
|
|
$
4.42
|
$
5.19
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total Company, as
adjusted *
|
|
$
9,916.5
|
$
8,377.1
|
|
$ 1,926.2
|
$
1,622.1
|
|
$
3,009.5
|
$
2,535.0
|
|
$
8.76
|
$
7.54
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total Brokerage
& Risk
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Management, as
reported
|
|
$
9,924.8
|
$
8,396.4
|
|
$ 1,323.4
|
$
1,317.6
|
|
$
2,849.2
|
$
2,433.0
|
|
$
6.00
|
$
6.12
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total Brokerage
& Risk
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Management, as
adjusted *
|
|
$
9,914.8
|
$
8,353.4
|
|
$ 2,228.7
|
$
1,843.2
|
|
$
3,220.5
|
$
2,673.1
|
|
$
10.13
|
$
8.56
|
(2 of 15)
*
|
For the year ended
December 31, 2023, the pretax impact of the Brokerage segment
adjustments totals $1,192.0 million, mostly due to non-cash period
expenses related to intangible amortization and acquisition earnout
payable adjustments, with a corresponding adjustment to the
provision for income taxes of $295.6 million relating to these
items. For the year ended December 31, 2023, the pretax
impact of the Risk Management segment adjustments totals
$12.2 million, with a corresponding adjustment to the
provision for income taxes of $3.3 million relating to these
items. For the year ended December 31, 2023, the pretax
impact of the Corporate segment adjustments totals
$82.6 million, with a corresponding adjustment to the benefit
for income taxes of $27.8 million relating to these items and
the other tax items noted on page 7. A detailed
reconciliation of the 2023 and 2022 provision (benefit) for income
taxes is shown on pages 14 and 15.
|
Brokerage Segment
Reported GAAP to Adjusted Non-GAAP Reconciliations (dollars
in millions):
|
|
|
Organic Revenues (Non-GAAP)
|
|
4th Q
2023
|
|
4th Q
2022
|
|
Year
2023
|
|
Year
2022
|
|
|
|
|
|
|
|
|
|
|
|
Base Commissions and Fees
|
|
|
|
|
|
|
|
|
Commissions and
fees, as reported
|
|
$
1,796.8
|
|
$
1,518.2
|
|
$
7,750.0
|
|
$
6,664.3
|
Less commissions and
fees from acquisitions
|
|
(175.1)
|
|
-
|
|
(531.8)
|
|
-
|
Less divested
operations
|
|
-
|
|
(10.5)
|
|
-
|
|
(10.5)
|
Levelized foreign
currency translation
|
|
-
|
|
15.1
|
|
-
|
|
(21.8)
|
|
|
|
|
|
|
|
|
|
|
|
Organic base
commissions and fees
|
|
$
1,621.7
|
|
$
1,522.8
|
|
$
7,218.2
|
|
$
6,632.0
|
|
|
|
|
|
|
|
|
|
|
|
Organic change in base
commissions and fees
|
|
6.5 %
|
|
|
|
8.8 %
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Supplemental Revenues
|
|
|
|
|
|
|
|
|
Supplemental
revenues, as reported
|
|
$
90.6
|
|
$
80.0
|
|
$
314.2
|
|
$
284.7
|
Less supplemental
revenues from acquisitions
|
|
(1.8)
|
|
-
|
|
(4.9)
|
|
-
|
Levelized foreign
currency translation
|
|
-
|
|
0.8
|
|
-
|
|
(0.4)
|
|
|
|
|
|
|
|
|
|
|
|
Organic supplemental
revenues
|
|
$
88.8
|
|
$
80.8
|
|
$
309.3
|
|
$
284.3
|
|
|
|
|
|
|
|
|
|
|
|
Organic change in
supplemental revenues
|
|
9.9 %
|
|
|
|
8.8 %
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Contingent Revenues
|
|
|
|
|
|
|
|
|
Contingent revenues,
as reported
|
|
$
55.4
|
|
$
40.2
|
|
$
235.3
|
|
$
207.3
|
Less contingent
revenues from acquisitions
|
|
(3.1)
|
|
-
|
|
(8.9)
|
|
-
|
Levelized foreign
currency translation
|
|
-
|
|
-
|
|
-
|
|
(1.0)
|
|
|
|
|
|
|
|
|
|
|
|
Organic contingent
revenues
|
|
$
52.3
|
|
$
40.2
|
|
$
226.4
|
|
$
206.3
|
|
|
|
|
|
|
|
|
|
|
|
Organic change in
contingent revenues
|
|
30.1 %
|
|
|
|
9.7 %
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total reported
commissions, fees, supplemental
|
|
|
|
|
|
|
|
|
|
revenues and
contingent revenues
|
|
$
1,942.8
|
|
$
1,638.4
|
|
$
8,299.5
|
|
$
7,156.3
|
Less commissions, fees,
supplemental revenues
|
|
|
|
|
|
|
|
|
|
and contingent revenues
from acquisitions
|
|
(180.0)
|
|
-
|
|
(545.6)
|
|
-
|
Less divested
operations
|
|
-
|
|
(10.5)
|
|
-
|
|
(10.5)
|
Levelized foreign
currency translation
|
|
-
|
|
15.9
|
|
-
|
|
(23.2)
|
|
|
|
|
|
|
|
|
|
|
|
Total organic
commissions, fees, supplemental
|
|
|
|
|
|
|
|
|
|
revenues and
contingent revenues
|
|
$
1,762.8
|
|
$
1,643.8
|
|
$
7,753.9
|
|
$
7,122.6
|
|
|
|
|
|
|
|
|
|
|
|
Total organic
change
|
*
|
7.2 %
|
|
|
|
8.9 %
|
|
|
|
|
*
|
As previously
discussed, during fourth quarter 2022 Gallagher completed its
annual review of ASC 606 assumptions resulting in the additional
recognition of certain deferred revenues. Leveling for such,
and the year over year impact of infrequent large life product
sales, fourth quarter 2023 total organic growth for the Brokerage
segment would have been 8.7%.
|
Acquisition Activity
|
|
4th Q
2023
|
|
4th Q
2022
|
|
Year
2023
|
|
Year
2022
|
|
|
|
|
|
|
|
|
|
|
|
Number of acquisitions
closed *
|
|
13
|
|
17
|
|
50
|
|
36
|
Estimated annualized
revenues acquired (in millions)
|
|
$
350.7
|
|
$
141.3
|
|
$
826.0
|
|
$
244.0
|
|
|
|
|
|
|
|
|
|
|
|
*
|
In the fourth quarter
of 2023, Gallagher issued 527,000 shares of its common stock
directly to sellers in connection with tax-free exchange
acquisitions.
|
(3 of 15)
Brokerage Segment
Reported GAAP to Adjusted Non-GAAP Reconciliations (continued)
(dollars in millions):
|
|
Compensation Expense and
Ratios
|
|
4th Q
2023
|
|
4th Q
2022
|
|
Year
2023
|
|
Year
2022
|
|
|
|
|
|
|
|
|
|
|
|
Compensation
expense, as reported
|
|
$
1,176.9
|
|
$
963.3
|
|
$
4,769.1
|
|
$
4,024.7
|
|
|
|
|
|
|
|
|
|
|
|
Acquisition
integration
|
|
(41.4)
|
|
(25.9)
|
|
(146.6)
|
|
(107.4)
|
Workforce and lease
termination related charges
|
|
(7.7)
|
|
(21.0)
|
|
(56.0)
|
|
(36.9)
|
Acquisition related
adjustments
|
|
(34.4)
|
|
(9.1)
|
|
(69.3)
|
|
(46.8)
|
Levelized foreign
currency translation
|
|
-
|
|
11.9
|
|
-
|
|
(10.6)
|
|
|
|
|
|
|
|
|
|
|
|
Compensation
expense, as adjusted
|
|
$
1,093.4
|
|
$
919.2
|
|
$
4,497.2
|
|
$
3,823.0
|
|
|
|
|
|
|
|
|
|
|
|
Reported compensation
expense ratios using reported
|
|
|
|
|
|
|
|
|
|
revenues on pages 1 and
2
|
*
|
57.4 %
|
|
56.5 %
|
|
55.2 %
|
|
55.1 %
|
Adjusted compensation
expense ratios using adjusted
|
|
|
|
|
|
|
|
|
|
revenues on pages 1 and
2
|
**
|
53.4 %
|
|
53.7 %
|
|
52.1 %
|
|
52.6 %
|
|
|
*
|
Reported fourth quarter
2023 compensation ratio was 0.9 pts higher than fourth quarter
2022. This ratio was primarily impacted by higher integration
costs and acquisition earnout related adjustments, higher medical
plan costs and certain acquisitions closed in 2023 that run a
higher compensation ratio, partially offset by the timing of
incentive compensation recognized earlier in the year.
|
|
|
**
|
Adjusted fourth quarter
2023 compensation ratio was 0.3 pts lower than fourth quarter
2022. This ratio was primarily impacted by timing of
incentive compensation, partially offset by higher medical plan
costs and certain acquisitions closed in 2023 that run a higher
compensation ratio.
|
Operating Expense and Ratios
|
|
4th Q
2023
|
|
4th Q
2022
|
|
Year
2023
|
|
Year
2022
|
|
|
|
|
|
|
|
|
|
|
|
Operating expense,
as reported
|
|
$
334.7
|
|
$
283.4
|
|
$
1,272.3
|
|
$
1,039.9
|
|
|
|
|
|
|
|
|
|
|
|
Acquisition
integration
|
|
(25.9)
|
|
(19.7)
|
|
(97.1)
|
|
(60.5)
|
Workforce and lease
termination related charges
|
|
(1.6)
|
|
(6.8)
|
|
(7.4)
|
|
(12.0)
|
Levelized foreign
currency translation
|
|
-
|
|
3.3
|
|
-
|
|
3.7
|
|
|
|
|
|
|
|
|
|
|
|
Operating expense,
as adjusted
|
|
$
307.2
|
|
$
260.2
|
|
$
1,167.8
|
|
$
971.1
|
|
|
|
|
|
|
|
|
|
|
|
Reported operating
expense ratios using reported
|
|
|
|
|
|
|
|
|
|
revenues on pages 1 and
2
|
*
|
16.3 %
|
|
16.6 %
|
|
14.7 %
|
|
14.2 %
|
Adjusted operating
expense ratios using adjusted
|
|
|
|
|
|
|
|
|
|
revenues on pages 1 and
2
|
**
|
15.0 %
|
|
15.2 %
|
|
13.5 %
|
|
13.4 %
|
|
|
|
|
|
|
.
|
|
|
|
|
*
|
Reported fourth quarter
2023 operating expense ratio was 0.3 pts lower than fourth quarter
2022. This ratio was primarily impacted by savings in real
estate expenses related to office consolidations and lower lease
termination costs and technology expenses, offset by higher
integration costs.
|
|
|
**
|
Adjusted fourth quarter
2023 operating expense ratio was 0.2 pts lower than fourth quarter
2022. This ratio was primarily impacted by savings in real
estate expenses related to office consolidations and lower
technology expenses.
|
(4 of 15)
Brokerage Segment
Reported GAAP to Adjusted Non-GAAP Reconciliations (continued)
(dollars in millions):
|
|
|
Net Earnings to Adjusted EBITDAC
(Non-GAAP)
|
|
4th Q
2023
|
|
4th Q
2022
|
|
Year
2023
|
|
Year
2022
|
|
|
|
|
|
|
|
|
|
|
|
Net earnings, as
reported
|
|
$
24.8
|
|
$
143.3
|
|
$
1,169.4
|
|
$
1,201.8
|
Provision for income
taxes
|
|
10.8
|
|
53.2
|
|
401.6
|
|
394.7
|
Depreciation
|
|
33.0
|
|
26.9
|
|
124.4
|
|
103.6
|
Amortization
|
|
142.8
|
|
115.9
|
|
523.6
|
|
448.7
|
Change in estimated
acquisition earnout payables
|
|
328.5
|
|
118.3
|
|
376.8
|
|
90.4
|
|
|
|
|
|
|
|
|
|
|
|
EBITDAC
|
|
539.9
|
|
457.6
|
|
2,595.8
|
|
2,239.2
|
|
|
|
|
|
|
|
|
|
|
|
Net gains losses on
divestitures
|
|
(4.0)
|
|
(9.2)
|
|
(9.6)
|
|
(12.1)
|
Acquisition
integration
|
|
67.3
|
|
45.6
|
|
243.7
|
|
167.9
|
Workforce and lease
termination related charges
|
|
9.3
|
|
27.8
|
|
63.4
|
|
48.9
|
Acquisition related
adjustments
|
|
34.4
|
|
9.1
|
|
69.3
|
|
46.8
|
Levelized foreign
currency translation
|
|
-
|
|
1.7
|
|
-
|
|
(18.2)
|
|
|
|
|
|
|
|
|
|
|
|
EBITDAC, as
adjusted
|
|
$
646.9
|
|
$
532.6
|
|
$
2,962.6
|
|
$
2,472.5
|
|
|
|
|
|
|
|
|
|
|
|
Net earnings margin, as
reported using reported
|
|
|
|
|
|
|
|
|
|
revenues on pages 1 and
2
|
|
1.2 %
|
|
8.4 %
|
|
13.5 %
|
|
16.5 %
|
EBITDAC margin, as
adjusted using adjusted
|
|
|
|
|
|
|
|
|
|
revenues on pages 1 and
2
|
|
31.6 %
|
|
31.1 %
|
|
34.3 %
|
|
34.0 %
|
Risk Management
Segment Reported GAAP to Adjusted Non-GAAP
Reconciliations (dollars in millions):
|
|
Organic Revenues (Non-GAAP)
|
|
4th Q
2023
|
|
4th Q
2022
|
|
Year
2023
|
|
Year
2022
|
|
|
|
|
|
|
|
|
|
|
|
Fees
|
|
$
328.7
|
|
$
286.0
|
|
$
1,246.1
|
|
$
1,075.8
|
International
performance bonus fees
|
|
2.9
|
|
3.2
|
|
13.6
|
|
15.0
|
|
|
|
|
|
|
|
|
|
|
|
Fees as
reported
|
|
331.6
|
|
289.2
|
|
1,259.7
|
|
1,090.8
|
|
|
|
|
|
|
|
|
|
|
|
Less fees from
acquisitions
|
|
(4.1)
|
|
-
|
|
(5.5)
|
|
-
|
Less divested
operations
|
|
-
|
|
(0.6)
|
|
-
|
|
(3.2)
|
Levelized foreign
currency translation
|
|
-
|
|
0.6
|
|
-
|
|
(4.8)
|
|
|
|
|
|
|
|
|
|
|
|
Organic
fees
|
|
$
327.5
|
|
$
289.2
|
|
$
1,254.2
|
|
$
1,082.8
|
|
|
|
|
|
|
|
|
|
|
|
Organic change in
fees
|
|
13.2 %
|
|
|
|
15.8 %
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Acquisition Activity
|
|
4th Q
2023
|
|
4th Q
2022
|
|
Year
2023
|
|
Year
2022
|
|
|
|
|
|
|
|
|
|
|
|
Number of acquisitions
closed
|
|
1
|
|
-
|
|
1
|
|
1
|
Estimated annualized
revenues acquired (in millions)
|
|
$
59.1
|
|
$
-
|
|
$
59.1
|
|
$
2.5
|
(5 of 15)
Risk Management
Segment Reported GAAP to Adjusted Non-GAAP Reconciliations
(continued) (dollars in millions):
|
|
Compensation Expense and
Ratios
|
|
4th Q
2023
|
|
4th Q
2022
|
|
Year
2023
|
|
Year
2022
|
|
|
|
|
|
|
|
|
|
|
|
Compensation
expense, as reported
|
|
$
207.5
|
|
$
177.8
|
|
$
776.8
|
|
$
664.9
|
|
|
|
|
|
|
|
|
|
|
|
Acquisition
integration
|
|
(0.2)
|
|
-
|
|
(1.0)
|
|
(0.3)
|
Workforce and lease
termination related charges
|
|
(0.6)
|
|
(2.5)
|
|
(2.0)
|
|
(4.0)
|
Acquisition related
adjustments
|
|
(0.2)
|
|
(0.1)
|
|
(0.5)
|
|
(0.4)
|
Levelized foreign
currency translation
|
|
-
|
|
0.2
|
|
-
|
|
(3.3)
|
|
|
|
|
|
|
|
|
|
|
|
Compensation
expense, as adjusted
|
|
$
206.5
|
|
$
175.4
|
|
$
773.3
|
|
$
656.9
|
|
|
|
|
|
|
|
|
|
|
|
Reported compensation
expense ratios using reported
|
|
|
|
|
|
|
|
|
|
revenues (before
reimbursements) on pages 1 and 2
|
*
|
61.0 %
|
|
61.2 %
|
|
60.3 %
|
|
60.9 %
|
|
|
|
|
|
|
|
|
|
|
|
Adjusted compensation
expense ratios using adjusted
|
|
|
|
|
|
|
|
|
|
revenues (before
reimbursements) on pages 1 and 2
|
**
|
60.7 %
|
|
60.4 %
|
|
60.1 %
|
|
60.4 %
|
|
|
*
|
Reported fourth quarter
2023 compensation ratio was 0.2 pts lower than fourth quarter
2022. This ratio was primarily impacted by savings related to
headcount controls and lower workforce related charges, partially
offset by increased incentive compensation and higher medical plan
costs.
|
|
|
**
|
Adjusted fourth quarter
2023 compensation ratio was 0.3 pts higher than fourth quarter
2022. This ratio was primarily impacted by increased
incentive compensation and higher medical plan costs, partially
offset by savings related to headcount controls.
|
Operating Expense and Ratios
|
|
4th Q
2023
|
|
4th Q
2022
|
|
Year
2023
|
|
Year
2022
|
|
|
|
|
|
|
|
|
|
|
|
Operating expense,
as reported
|
|
$
62.7
|
|
$
59.0
|
|
$
257.4
|
|
$
233.9
|
|
|
|
|
|
|
|
|
|
|
|
Workforce and lease
termination related charges
|
|
(0.4)
|
|
(0.3)
|
|
(1.4)
|
|
(2.4)
|
Acquisition
integration
|
|
-
|
|
-
|
|
-
|
|
(1.5)
|
Levelized foreign
currency translation
|
|
-
|
|
0.1
|
|
-
|
|
(0.7)
|
|
|
|
|
|
|
|
|
|
|
|
Operating expense,
as adjusted
|
|
$
62.3
|
|
$
58.8
|
|
$
256.0
|
|
$
229.3
|
|
|
|
|
|
|
|
|
|
|
|
Reported operating
expense ratios using reported
|
|
|
|
|
|
|
|
|
|
revenues (before
reimbursements) on pages 1 and 2
|
*
|
18.4 %
|
|
20.3 %
|
|
20.0 %
|
|
21.4 %
|
|
|
|
|
|
|
|
|
|
|
|
Adjusted operating
expense ratios using reported
|
|
|
|
|
|
|
|
|
|
revenues (before
reimbursements) on pages 1 and 2
|
*
|
18.3 %
|
|
20.3 %
|
|
19.9 %
|
|
21.1 %
|
|
|
*
|
Reported fourth quarter
2023 operating expense ratio was 1.9 pts lower than fourth quarter
2022. Adjusted fourth quarter 2023 operating expense ratio
was 2.0 pts lower than fourth quarter 2022. Both ratios
were primarily impacted by savings in client-related
expenses.
|
Net Earnings to Adjusted EBITDAC
(Non-GAAP)
|
|
4th Q
2023
|
|
4th Q
2022
|
|
Year
2023
|
|
Year
2022
|
|
|
|
|
|
|
|
|
|
|
|
Net earnings, as
reported
|
|
$
42.3
|
|
$
36.4
|
|
$
154.0
|
|
$
115.8
|
Provision for income
taxes
|
|
15.2
|
|
13.1
|
|
55.3
|
|
41.4
|
Depreciation
|
|
9.4
|
|
9.0
|
|
35.9
|
|
37.8
|
Amortization
|
|
3.2
|
|
1.5
|
|
7.7
|
|
6.2
|
Change in estimated
acquisition earnout payables
|
|
0.1
|
|
(6.2)
|
|
0.5
|
|
(7.4)
|
|
|
|
|
|
|
|
|
|
|
|
EBITDAC
|
|
70.2
|
|
53.8
|
|
253.4
|
|
193.8
|
|
|
|
|
|
|
|
|
|
|
|
Net gains on
divestitures
|
|
(0.1)
|
|
(0.9)
|
|
(0.4)
|
|
(0.9)
|
Acquisition
integration
|
|
0.2
|
|
-
|
|
1.0
|
|
1.8
|
Workforce and lease
termination related charges
|
|
1.0
|
|
2.8
|
|
3.4
|
|
6.4
|
Acquisition related
adjustments
|
|
0.2
|
|
0.1
|
|
0.5
|
|
0.4
|
Levelized foreign
currency translation
|
|
-
|
|
0.3
|
|
-
|
|
(0.9)
|
|
|
|
|
|
|
|
|
|
|
|
EBITDAC, as
adjusted
|
|
$
71.5
|
|
$
56.1
|
|
$
257.9
|
|
$
200.6
|
|
|
|
|
|
|
|
|
|
|
|
Net earnings margin, as
reported using reported
|
|
|
|
|
|
|
|
|
|
revenues (before
reimbursements) on pages 1 and 2
|
|
12.4 %
|
|
12.5 %
|
|
12.0 %
|
|
10.6 %
|
|
|
|
|
|
|
|
|
|
|
|
EBITDAC margin, as
adjusted using adjusted
|
|
|
|
|
|
|
|
|
|
revenues (before
reimbursements) on pages 1 and 2
|
|
21.0 %
|
|
19.3 %
|
|
20.0 %
|
|
18.5 %
|
(6 of 15)
Corporate
Segment Reported GAAP Information (dollars
in millions):
|
|
|
|
|
|
|
2023
|
|
|
|
|
|
2022
|
|
|
|
|
|
|
|
|
|
Net
Earnings
|
|
|
|
|
|
Net
Earnings
|
|
|
|
|
|
|
|
(Loss)
|
|
|
|
|
|
(Loss)
|
|
|
|
|
|
Income
|
|
Attributable
to
|
|
|
|
Income
|
|
Attributable
to
|
|
|
|
Pretax
|
|
Tax
|
|
Controlling
|
|
Pretax
|
|
Tax
|
|
Controlling
|
4th
Quarter
|
|
Loss
|
|
Benefit
|
|
Interests
|
|
Loss
|
|
Benefit
|
|
Interests
|
Components of
Corporate Segment, as reported
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Interest and banking
costs
|
|
$ (79.2)
|
|
$ 20.6
|
|
$
(58.6)
|
|
$ (64.7)
|
|
$ 16.7
|
|
$
(48.0)
|
Clean energy related
(1)
|
|
(6.7)
|
|
1.7
|
|
(5.0)
|
|
(3.8)
|
|
1.1
|
|
(2.7)
|
Acquisition costs
(2)
|
|
(18.5)
|
|
2.8
|
|
(15.7)
|
|
(10.5)
|
|
1.1
|
|
(9.4)
|
Corporate (3)
(4)
|
|
(63.1)
|
|
43.5
|
|
(19.6)
|
|
(43.9)
|
|
60.9
|
|
17.0
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Reported 4th
Quarter
|
|
(167.5)
|
|
68.6
|
|
(98.9)
|
|
(122.9)
|
|
79.8
|
|
(43.1)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Adjustments
|
|
|
|
|
|
|
|
|
|
|
|
|
Clean energy
related
|
|
4.4
|
|
(1.1)
|
|
3.3
|
|
-
|
|
-
|
|
-
|
Transaction-related
costs (2)
|
|
12.4
|
|
(2.3)
|
|
10.1
|
|
5.7
|
|
(0.6)
|
|
5.1
|
Legal and income tax
related (3)
|
|
22.0
|
|
(18.6)
|
|
3.4
|
|
(5.0)
|
|
(26.2)
|
|
(31.2)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Components of
Corporate Segment, as adjusted
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Interest and banking
costs
|
|
(79.2)
|
|
20.6
|
|
(58.6)
|
|
(64.7)
|
|
16.7
|
|
(48.0)
|
Clean energy related
(1)
|
|
(2.3)
|
|
0.6
|
|
(1.7)
|
|
(3.8)
|
|
1.1
|
|
(2.7)
|
Acquisition
costs
|
|
(6.1)
|
|
0.5
|
|
(5.6)
|
|
(4.8)
|
|
0.5
|
|
(4.3)
|
Corporate
(4)
|
|
(41.1)
|
|
24.9
|
|
(16.2)
|
|
(48.9)
|
|
34.7
|
|
(14.2)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Adjusted 4th
Quarter
|
|
$
(128.7)
|
|
$ 46.6
|
|
$
(82.1)
|
|
$
(122.2)
|
|
$ 53.0
|
|
$
(69.2)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Year
ended
|
|
|
|
|
|
|
|
|
|
|
|
|
Components of
Corporate Segment, as reported
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Interest and banking
costs
|
|
$
(299.8)
|
|
$ 78.0
|
|
$
(221.8)
|
|
$
(259.4)
|
|
$ 67.3
|
|
$
(192.1)
|
Clean energy related
(1)
|
|
(15.5)
|
|
4.0
|
|
(11.5)
|
|
(12.6)
|
|
3.4
|
|
(9.2)
|
Acquisition costs
(2)
|
|
(42.1)
|
|
6.4
|
|
(35.7)
|
|
(44.9)
|
|
3.7
|
|
(41.2)
|
Corporate (3)
(4)
|
|
(228.0)
|
|
149.4
|
|
(78.6)
|
|
(107.2)
|
|
150.7
|
|
43.5
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Reported Year
Ended
|
|
(585.4)
|
|
237.8
|
|
(347.6)
|
|
(424.1)
|
|
225.1
|
|
(199.0)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Adjustments
|
|
|
|
|
|
|
|
|
|
|
|
|
Clean energy
related
|
|
4.4
|
|
(1.1)
|
|
3.3
|
|
-
|
|
-
|
|
-
|
Transaction-related
costs (2)
|
|
22.6
|
|
(4.9)
|
|
17.7
|
|
33.4
|
|
(2.7)
|
|
30.7
|
Legal and tax related
(3)
|
|
48.0
|
|
(21.8)
|
|
26.2
|
|
(5.0)
|
|
(45.2)
|
|
(50.2)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Components of
Corporate Segment, as adjusted
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Interest and banking
costs
|
|
(299.8)
|
|
78.0
|
|
(221.8)
|
|
(259.4)
|
|
67.3
|
|
(192.1)
|
Clean energy related
(1)
|
|
(11.1)
|
|
2.9
|
|
(8.2)
|
|
(12.6)
|
|
3.4
|
|
(9.2)
|
Acquisition
costs
|
|
(19.5)
|
|
1.5
|
|
(18.0)
|
|
(11.5)
|
|
1.0
|
|
(10.5)
|
Corporate
(4)
|
|
(180.0)
|
|
127.6
|
|
(52.4)
|
|
(112.2)
|
|
105.5
|
|
(6.7)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Adjusted Year
Ended
|
|
$
(510.4)
|
|
$
210.0
|
|
$
(300.4)
|
|
$
(395.7)
|
|
$
177.2
|
|
$
(218.5)
|
|
|
(1)
|
Pretax loss for the
fourth quarter is presented net of amounts attributable to
noncontrolling interests of $(7.8) million in 2023 and $(1.1)
million in 2022. Pretax loss for the year ended December 31,
is presented net of amounts attributable to noncontrolling
interests of $(9.8) million in 2023 and $(2.6) million in 2022.
|
|
|
(2)
|
Gallagher incurred
transaction-related costs, which include legal, consulting,
employee compensation and other professional fees primarily
associated with its acquisition of the Willis Towers Watson treaty
reinsurance brokerage operations (primarily related to deferred
closings in certain jurisdictions in 2022), the acquisition of
Buck, which was signed on December 20, 2022 and closed on April 3,
2023, and the acquisitions of Cadence Insurance, Eastern Insurance
Group and My Plan Manager, all of which closed in fourth quarter
2023.
|
|
|
(3)
|
Adjustments in fourth
quarter 2023 include costs associated with legal and tax matters as
well as the impact of tax planning items associated with 2022 tax
returns filed in fourth quarter 2023. Adjustments in fourth
quarter 2022 include (a) additional U.K. income tax expense related
to the non‐deductibility of acquisition-related adjustments made in
the quarter, (b) gains and costs associated with legal and tax
matters, (c) income tax provision adjustments as filed in its 2021
tax returns and (d) income tax benefit related to adjusting certain
U.K. deferred income tax assets to the future 25% corporate income
tax rate.
|
(7 of 15)
(4)
|
Corporate pretax loss
includes a net unrealized foreign exchange remeasurement loss of
$(1.5) million in fourth quarter 2023 and a net unrealized foreign
exchange remeasurement loss of $(3.0) million in fourth quarter
2022. Corporate pretax loss includes a net unrealized foreign
exchange remeasurement loss of $(9.8) million in the year ended
December 31, 2023 and a net unrealized foreign exchange
remeasurement gain of $30.6 million in the year ended December 31,
2022.
|
Interest and banking costs and debt - At
December 31, 2023, Gallagher had $3,550.0 million of borrowings from public
debt, $3,948.0 million of
borrowings from private placements and $245.0 million of borrowings under its line
of credit facility. In addition, Gallagher had $289.0 million outstanding under a revolving
loan facility that provides funding for premium finance
receivables, which are fully collateralized by the underlying
premiums held by insurance carriers, and as such are excluded from
its debt covenant computations. As previously disclosed, on
November 2, 2023, Gallagher closed and funded an offering of
$1,000.0 million of unsecured
senior notes in two tranches. The $400.0 million aggregate principal amount of
6.50% Senior Notes are due 2034 and $600.0 million aggregate principal amount of
6.75% Senior Notes are due 2054. The weighted average
interest rate is 5.97% per annum after giving effect to
underwriting costs and a net hedge gain. On June 22,
2023, Gallagher entered into a new Credit Agreement that provides
for a five-year unsecured revolving credit facility in the amount
of $1.2 billion (including a
$75.0 million letter of credit
sub-facility). On November 7, 2023, Gallagher entered
into the First Amendment to the Credit Agreement, pursuant to which
increased the commitments under the facility to $1,700.0 million. Banking costs in
fourth quarter 2023 and the year ended December 31, 2023 are higher than the same
periods in 2022 primarily due to the debt issuances that occurred
in 2023.
Clean energy related - For 2023, this consists of
operating results related to Gallagher's investments in new clean
energy projects. Includes costs related to the resolution of
various partnership matters related to our clean energy
investments.
Acquisition costs - Consists mostly of external
professional fees and other due diligence costs related to
acquisitions. On occasion, Gallagher enters into forward
currency hedges for the purchase price of committed, but not yet
funded, acquisitions with funding requirements in currencies other
than the U.S. dollar. The gains or losses, if any, associated
with these hedge transactions are also included in acquisition
costs.
Corporate - Consists of overhead allocations mostly
related to corporate staff compensation, other corporate level
activities, and net unrealized foreign exchange
remeasurement. In addition, it includes the tax expense
related to the partial taxation of foreign earnings, nondeductible
executive compensation and entertainment expenses, the tax benefit
from the vesting of employee equity awards, as well as other
permanent or discrete tax items not reflected in the provision for
income taxes in the Brokerage and Risk Management
segments.
Income Taxes - Gallagher allocates the provision for
income taxes to its Brokerage and Risk Management segments using
the local country statutory rates. Gallagher's consolidated
effective tax rate for the quarters ended December 31, 2023 and 2022 were (51.8)% and
(11.1)%, respectively. Gallagher's consolidated effective tax
rate for the year ended December 31,
2023 and 2022 were 18.5% and 15.9%, respectively. The
lower effective tax rate in fourth quarter 2023 compared to 2022 is
primarily the result of planning associated with the 2021 and 2022
UK loss deferral that was reflected in the 2022 filed tax returns
in fourth quarter 2023.
Webcast Conference Call - Gallagher will host a
webcast conference call on Thursday, January 25, 2024 at
5:15 p.m. ET/4:15 p.m. CT. To listen to this call,
please go to ajg.com/IR. The call will be available for
replay at such website for at least 90 days.
About Arthur J. Gallagher
& Co.
Arthur J. Gallagher
& Co., a global insurance brokerage, risk management and
consulting services firm, is headquartered in Rolling Meadows, Illinois. Gallagher
provides these services in approximately 130 countries around the
world through its owned operations and a network of correspondent
brokers and consultants.
Change in Presentation of Fiduciary Assets and Liabilities in
First Quarter 2023
In first quarter 2023, Gallagher changed
the presentation of certain amounts and classifications in its
consolidated balance sheet and statement of cash flows to
separately identify and present fiduciary assets and liabilities
and respective changes of these accounts in the balance sheet and
statement of cash flows. These revisions also better reflect
the cash flows associated with its operations. Lines for
accounts receivable, fiduciary assets and fiduciary liabilities
were added and lines for restricted cash, premiums and fees
receivable and premiums payable to underwriting enterprises were
removed. In addition to these changes, Gallagher moved the
net change in fiduciary assets and liabilities from the operating
section to the financing section of the statement of cash flows.
Gallagher made the applicable revisions and reclassifications to
the December 31, 2022 balance sheet
amounts included herein to conform to the current period
presentation. These changes had no impact on the 2022
consolidated statement of earnings or December 31, 2022
stockholders' equity.
(8 of 15)
Information Concerning Forward-Looking Statements
This
press release contains "forward-looking statements" within the
meaning of the Private Securities Litigation Reform Act of
1995. When used in this press release, the words
"anticipates," "believes," "contemplates," "see," "should,"
"could," "will," "estimates," "expects," "intends," "plans" and
variations thereof and similar expressions, are intended to
identify forward-looking statements. Examples of
forward-looking statements include, but are not limited to,
anticipated future results or performance of any segment or
Gallagher as a whole; statements regarding changes in its expenses
in the next several quarters; the impact of foreign currency on its
results; integration costs; workforce and lease termination costs;
amortization of intangibles; depreciation; change in estimated
earnout payables; effective tax rate; earnings from continuing
operations attributable to noncontrolling interests; the premium
rate environment and the state of insurance markets; and the
economic environment.
Gallagher's actual results may differ materially from those
contemplated by the forward-looking statements. Readers are
therefore cautioned against relying on any of the forward-looking
statements, which are neither statements of historical fact nor
guarantees or assurances of future performance.
Important factors that could cause actual results to differ
materially from those in the forward-looking statements include
global economic and geopolitical events, including, among others,
high inflation and related monetary policy responses, failures of
financial institutions and other counterparties, a potential U.S.
government shutdown, and political violence and instability, such
as the wars in Ukraine and the
Middle East; its actual
acquisition opportunities, including closing risks related to
pending acquisitions; risks with respect to acquisitions larger
than its usual tuck-in acquisitions, such as the acquisition of
Willis Towers Watson treaty reinsurance brokerage operations, Buck,
Cadence Insurance, Eastern Insurance Group and My Plan Manager,
including risks related to its ability to successfully integrate
operations, the possibility that its assumptions may be inaccurate
resulting in unforeseen obligations or liabilities and failure to
realize the expected benefits of these acquisitions; damage to its
reputation due to negative perceptions or publicity, including the
potential for the Internet and social media to magnify the effects
of such reputational issues and reputation issues related to its
ESG-related activities and compliance with increasingly complex
climate-related regulations, such as risks related to
"greenwashing"; cybersecurity-related risks; its ability to apply
technology, data analytics and artificial intelligence effectively
and potential increased costs resulting from such activities; risks
associated with the use of artificial intelligence in its business
operations, including regulatory, data privacy, cybersecurity,
E&O and competition risks; heightened competition for talent
and increased compensation costs; disasters or other business
interruptions, including with respect to its operations in
India; risks related to its
international operations, such as those related to regulatory, tax,
ESG, sanctions and anti-corruption compliance; changes to data
privacy and protection laws and regulations; foreign exchange
rates; changes in accounting standards; changes in premium rates
and in insurance markets generally, including developments in the
reinsurance and insurance-linked securities markets and potential
litigation that may arise as a result of such developments; tax,
environmental or other compliance risks related to its legacy clean
energy investments; its inability to receive dividends or other
distributions from subsidiaries; and changes in the insurance
brokerage industry's competitive landscape.
Please refer to Gallagher's filings with the Securities and
Exchange Commission, including Item 1A, "Risk Factors," of its
Annual Report on Form 10-K for the fiscal year ended
December 31, 2022, its subsequently filed Quarterly Reports on
Form 10-Q for a more detailed discussion of these and other factors
that could impact its forward-looking statements. Any
forward-looking statement made by Gallagher in this press release
speaks only as of the date on which it is made. Except as
required by applicable law, Gallagher does not undertake to update
the information included herein or the corresponding earnings
release posted on Gallagher's website.
Information Regarding Non-GAAP Measures
In addition to
reporting financial results in accordance with GAAP, this press
release provides information regarding EBITDAC, EBITDAC margin,
adjusted EBITDAC, adjusted EBITDAC margin, diluted net earnings per
share, as adjusted (adjusted EPS), adjusted revenue, adjusted
compensation and operating expenses, adjusted compensation expense
ratio, adjusted operating expense ratio and organic
revenue. These measures are not in accordance with, or an
alternative to, the GAAP information provided in this press
release. Gallagher's management believes that these
presentations provide useful information to management, analysts
and investors regarding financial and business trends relating to
Gallagher's results of operations and financial condition or
because they provide investors with measures that its chief
operating decision maker uses when reviewing Gallagher's
performance. See further below for definitions and additional
reasons each of these measures is useful to investors.
Gallagher's industry peers may provide similar supplemental
non-GAAP information with respect to one or more of these measures,
although they may not use the same or comparable terminology and
may not make identical adjustments. The non-GAAP information
provided by Gallagher should be used in addition to, but not as a
substitute for, the GAAP information provided. As disclosed
in its most recent Proxy Statement, Gallagher makes determinations
regarding certain elements of executive officer incentive
compensation, performance share awards and annual cash incentive
awards, partly on the basis of measures related to adjusted
EBITDAC.
Adjusted Non-GAAP presentation - Gallagher believes
that the adjusted non-GAAP presentations of the current and prior
period information presented in this earnings release provide
stockholders and other interested persons with useful information
regarding certain financial metrics of Gallagher that may assist
such persons in analyzing Gallagher's operating results as
they develop a future earnings outlook for Gallagher. The
after-tax amounts related to the adjustments were computed using
the normalized effective tax rate for each respective period.
See pages 14 and 15 for a reconciliation of the adjustments
made to income taxes.
(9 of 15)
- Adjusted measures - Revenues (for the Brokerage
segment), revenues before reimbursements (for the Risk Management
segment), net earnings, compensation expense and operating expense,
respectively, each adjusted to exclude the following, as
applicable:
- Net gains on divestitures, which are primarily net proceeds
received related to sales of books of business and other
divestiture transactions, such as the disposal of a business
through sale or closure.
- Acquisition integration costs, which include costs related to
certain large acquisitions (including the acquisition of the Willis
Towers Watson treaty reinsurance brokerage operations, the
acquisition of Buck and the acquisitions of Cadence Insurance,
Eastern Insurance Group and My Plan Manager), outside the scope of
the usual tuck-in strategy, not expected to occur on an ongoing
basis in the future once Gallagher fully assimilates the applicable
acquisition. These costs are typically associated with
redundant workforce, compensation expense related to amortization
of certain retention bonus arrangements, extra lease space,
duplicate services and external costs incurred to assimilate the
acquisition into its IT related systems.
- Transaction-related costs, which primarily are associated with
the acquisition of the Willis Towers Watson treaty reinsurance
brokerage operations (primarily related to deferred closings in
certain jurisdictions in 2022), the acquisition of Buck and the
acquisitions of Cadence Insurance, Eastern Insurance Group and My
Plan Manager. These include costs related to regulatory
filings, legal and accounting services, insurance and incentive
compensation.
- Workforce related charges, which primarily include severance
costs (either accrued or paid) related to employee terminations and
other costs associated with redundant workforce.
- Lease termination related charges, which primarily include
costs related to terminations of real estate leases and abandonment
of leased space.
- Acquisition related adjustments, which include the change in
estimated acquisition earnout payables adjustments and acquisition
related compensation charges.
- Amortization of intangible assets, which reflects the
amortization of customer/expiration lists, non-compete agreements,
trade names and other intangible assets acquired through
Gallagher's merger and acquisition strategy, the impact to
amortization expense of acquisition valuation adjustments to these
assets as well as non-cash impairment charges.
- The impact of foreign currency translation, as
applicable. The amounts excluded with respect to foreign
currency translation are calculated by applying current year
foreign exchange rates to the same period in the prior year.
- Effective income tax rate impact, which levelizes the prior
year for the change in current year tax rates.
- Clean energy related, which represents the resolution of
various partnership matters related to our clean energy
investments.
- Legal and tax related, which represents the impact of (a)
adjustments in fourth quarter 2023 related to costs associated with
legal and tax matters as well as the impact of tax items associated
with 2022 tax returns filed in October
2023, (b) adjustments in second quarter 2023 related to
additional U.K. income tax expense related to the non‐deductibility
of acquisition-related adjustments made in the quarter and costs
associated with legal and tax matters (c) adjustments in second
quarter 2022 related to a one-time U.S. state tax benefit that
resulted from legal entity restructuring and a favorable U.K. tax
impact related to earnout liability adjustments, and (d)
adjustments in first quarter 2022 related to a one-time benefit
related to the revaluation of certain deferred income tax assets
associated with Gallagher increasing its U.S. state effective
income tax rate.
- Adjusted ratios - Adjusted compensation expense and
adjusted operating expense, respectively, each divided by adjusted
revenues.
Non-GAAP Earnings Measures
- EBITDAC and EBITDAC margin - EBITDAC is net
earnings before interest, income taxes, depreciation, amortization
and the change in estimated acquisition earnout payables and
EBITDAC margin is EBITDAC divided by total revenues (for the
Brokerage segment) and revenues before reimbursements (for the Risk
Management segment). These measures for the Brokerage and
Risk Management segments provide a meaningful representation of
Gallagher's operating performance for the overall business and
provide a meaningful way to measure its financial performance on an
ongoing basis.
- EBITDAC, as Adjusted and EBITDAC Margin, as
Adjusted - Adjusted EBITDAC is EBITDAC adjusted to exclude net
gains on divestitures, acquisition integration costs, workforce
related charges, lease termination related charges, acquisition
related adjustments, transaction related costs, legal and tax
related costs, and the period-over-period impact of foreign
currency translation, as applicable, and Adjusted EBITDAC margin is
Adjusted EBITDAC divided by total adjusted revenues (defined
above). These measures for the Brokerage and Risk Management
segments provide a meaningful representation of Gallagher's
operating performance, and are also presented to improve the
comparability of its results between periods by eliminating the
impact of the items that have a high degree of variability.
(10 of 15)
- EPS, as Adjusted and Net Earnings, as Adjusted -
Adjusted net earnings have been adjusted to exclude the after-tax
impact of net gains on divestitures, acquisition integration costs,
the impact of foreign currency translation, workforce related
charges, lease termination related charges, acquisition
related adjustments, transaction related costs, amortization of
intangible assets, legal and tax related costs and effective income
tax rate impact, as applicable. Adjusted EPS is Adjusted Net
Earnings divided by diluted weighted average shares
outstanding. This measure provides a meaningful
representation of Gallagher's operating performance (and as such
should not be used as a measure of Gallagher's liquidity), and for
the overall business is also presented to improve the comparability
of its results between periods by eliminating the impact of the
items that have a high degree of variability.
Organic Revenues (a non-GAAP measure) - For the
Brokerage segment, organic change in base commission and fee
revenues, supplemental revenues and contingent revenues exclude the
first twelve months of such revenues generated from acquisitions
and such revenues related to divested operations in each year
presented. These revenues are excluded from organic revenues
in order to help interested persons analyze the revenue growth
associated with the operations that were a part of Gallagher in
both the current and prior period. In addition, organic
change in base commission and fee revenues, supplemental revenues
and contingent revenues excludes the period-over-period impact of
foreign currency translation to improve the comparability of its
results between periods. For the Risk Management segment,
organic change in fee revenues excludes the first twelve months of
such revenues generated from acquisitions and such revenues related
to divested operations in each year presented. In addition,
change in organic growth in fee revenues excludes the
period-over-period impact of foreign currency translation to
improve the comparability of its results between periods.
These revenue items are excluded from organic revenues in order
to determine a comparable, but non-GAAP, measurement of revenue
growth that is associated with the revenue sources that are
expected to continue in the current year and beyond, as well as
eliminating the impact of the items that have a high degree of
variability. Gallagher has historically viewed organic
revenue growth as an important indicator when assessing and
evaluating the performance of its Brokerage and Risk Management
segments. Gallagher also believes that using this non-GAAP
measure allows readers of its financial statements to measure,
analyze and compare the growth from its Brokerage and Risk
Management segments in a meaningful and consistent manner.
Reconciliation of Non-GAAP Information Presented to GAAP
Measures - This press release includes tabular
reconciliations to the most comparable GAAP measures, as follows:
for EBITDAC (on pages 12 and 13), for adjusted revenues,
adjusted EBITDAC and adjusted diluted net earnings per share (on
pages 1 and 2), for organic revenue measures (on pages 3
and 5, respectively, for the Brokerage and Risk Management
segments), for adjusted compensation and operating expenses and
adjusted EBITDAC margin (on pages 4, 5 and 6 respectively, for
the Brokerage and Risk Management segments).
(11 of 15)
Arthur J. Gallagher & Co.
|
Reported Statement of Earnings and EBITDAC - 4th
Quarter and Year Ended December 31,
|
(Unaudited - in
millions except per share, percentage and workforce
data)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
4th Q
Ended
|
|
4th Q
Ended
|
|
Year
Ended
|
|
Year
Ended
|
Brokerage
Segment
|
|
|
|
|
|
|
|
|
Dec 31,
2023
|
|
Dec 31,
2022
|
|
Dec 31,
2023
|
|
Dec 31,
2022
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Commissions
|
|
|
|
|
|
|
|
$
1,326.0
|
|
$
1,152.8
|
|
$
5,865.0
|
|
$
5,187.4
|
Fees
|
|
|
|
|
|
|
|
470.8
|
|
365.4
|
|
1,885.0
|
|
1,476.9
|
Supplemental
revenues
|
|
|
|
|
|
|
|
90.6
|
|
80.0
|
|
314.2
|
|
284.7
|
Contingent
revenues
|
|
|
|
|
|
|
|
55.4
|
|
40.2
|
|
235.3
|
|
207.3
|
Interest income,
premium finance revenues and other income
|
|
|
|
108.7
|
|
65.9
|
|
337.7
|
|
147.5
|
|
Total
revenues
|
|
|
|
|
|
|
|
2,051.5
|
|
1,704.3
|
|
8,637.2
|
|
7,303.8
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Compensation
|
|
|
|
|
|
|
|
1,176.9
|
|
963.3
|
|
4,769.1
|
|
4,024.7
|
Operating
|
|
|
|
|
|
|
|
334.7
|
|
283.4
|
|
1,272.3
|
|
1,039.9
|
Depreciation
|
|
|
|
|
|
|
|
33.0
|
|
26.9
|
|
124.4
|
|
103.6
|
Amortization
|
|
|
|
|
|
|
|
142.8
|
|
115.9
|
|
523.6
|
|
448.7
|
Change in estimated
acquisition earnout payables
|
|
|
|
|
|
328.5
|
|
118.3
|
|
376.8
|
|
90.4
|
|
Expenses
|
|
|
|
|
|
|
|
2,015.9
|
|
1,507.8
|
|
7,066.2
|
|
5,707.3
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Earnings before income
taxes
|
|
|
|
|
|
|
|
35.6
|
|
196.5
|
|
1,571.0
|
|
1,596.5
|
Provision for income
taxes
|
|
|
|
|
|
|
|
10.8
|
|
53.2
|
|
401.6
|
|
394.7
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net
earnings
|
|
|
|
|
|
|
|
24.8
|
|
143.3
|
|
1,169.4
|
|
1,201.8
|
Net earnings
attributable to noncontrolling interests
|
|
|
|
|
|
0.4
|
|
1.1
|
|
6.3
|
|
4.4
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net earnings
attributable to controlling interests
|
|
|
|
|
|
$
24.4
|
|
$
142.2
|
|
$
1,163.1
|
|
$
1,197.4
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
EBITDAC
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net earnings
|
|
|
|
|
|
|
|
$
24.8
|
|
$
143.3
|
|
$
1,169.4
|
|
$
1,201.8
|
Provision for income
taxes
|
|
|
|
|
|
|
|
10.8
|
|
53.2
|
|
401.6
|
|
394.7
|
Depreciation
|
|
|
|
|
|
|
|
33.0
|
|
26.9
|
|
124.4
|
|
103.6
|
Amortization
|
|
|
|
|
|
|
|
142.8
|
|
115.9
|
|
523.6
|
|
448.7
|
Change in estimated
acquisition earnout payables
|
|
|
|
|
|
328.5
|
|
118.3
|
|
376.8
|
|
90.4
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
EBITDAC
|
|
|
|
|
|
|
|
$
539.9
|
|
$
457.6
|
|
$
2,595.8
|
|
$
2,239.2
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
4th Q
Ended
|
|
4th Q
Ended
|
|
Year
Ended
|
|
Year
Ended
|
Risk Management
Segment
|
|
|
|
|
|
|
|
Dec 31,
2023
|
|
Dec 31,
2022
|
|
Dec 31,
2023
|
|
Dec 31,
2022
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Fees
|
|
|
|
|
|
|
|
$
331.6
|
|
$
289.2
|
|
$
1,259.7
|
|
$
1,090.8
|
Interest income and
other income
|
|
|
|
|
|
|
|
8.8
|
|
1.4
|
|
27.9
|
|
1.8
|
|
Revenues before
reimbursements
|
|
|
|
|
|
|
|
340.4
|
|
290.6
|
|
1,287.6
|
|
1,092.6
|
Reimbursements
|
|
|
|
|
|
|
|
38.8
|
|
33.1
|
|
145.4
|
|
130.5
|
|
Total
revenues
|
|
|
|
|
|
|
|
379.2
|
|
323.7
|
|
1,433.0
|
|
1,223.1
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Compensation
|
|
|
|
|
|
|
|
207.5
|
|
177.8
|
|
776.8
|
|
664.9
|
Operating
|
|
|
|
|
|
|
|
62.7
|
|
59.0
|
|
257.4
|
|
233.9
|
Reimbursements
|
|
|
|
|
|
|
|
38.8
|
|
33.1
|
|
145.4
|
|
130.5
|
Depreciation
|
|
|
|
|
|
|
|
9.4
|
|
9.0
|
|
35.9
|
|
37.8
|
Amortization
|
|
|
|
|
|
|
|
3.2
|
|
1.5
|
|
7.7
|
|
6.2
|
Change in estimated
acquisition earnout payables
|
|
|
|
|
|
0.1
|
|
(6.2)
|
|
0.5
|
|
(7.4)
|
|
Expenses
|
|
|
|
|
|
|
|
321.7
|
|
274.2
|
|
1,223.7
|
|
1,065.9
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Earnings before income
taxes
|
|
|
|
|
|
|
|
57.5
|
|
49.5
|
|
209.3
|
|
157.2
|
Provision for income
taxes
|
|
|
|
|
|
|
|
15.2
|
|
13.1
|
|
55.3
|
|
41.4
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net
earnings
|
|
|
|
|
|
|
|
42.3
|
|
36.4
|
|
154.0
|
|
115.8
|
Net earnings
attributable to noncontrolling interests
|
|
|
|
|
|
-
|
|
-
|
|
-
|
|
-
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net earnings
attributable to controlling interests
|
|
|
|
|
|
$
42.3
|
|
$
36.4
|
|
$
154.0
|
|
$
115.8
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
EBITDAC
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net
earnings
|
|
|
|
|
|
|
|
$
42.3
|
|
$
36.4
|
|
$
154.0
|
|
$
115.8
|
Provision for income
taxes
|
|
|
|
|
|
|
|
15.2
|
|
13.1
|
|
55.3
|
|
41.4
|
Depreciation
|
|
|
|
|
|
|
|
9.4
|
|
9.0
|
|
35.9
|
|
37.8
|
Amortization
|
|
|
|
|
|
|
|
3.2
|
|
1.5
|
|
7.7
|
|
6.2
|
Change in estimated
acquisition earnout payables
|
|
|
|
|
|
0.1
|
|
(6.2)
|
|
0.5
|
|
(7.4)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
EBITDAC
|
|
|
|
|
|
|
|
$
70.2
|
|
$
53.8
|
|
$
253.4
|
|
$
193.8
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
See "Information
Regarding Non-GAAP Measures" beginning on page 9 of 15.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(12 of 15)
|
Arthur J. Gallagher
& Co.
|
Reported Statement of Earnings and EBITDAC - 4th
Quarter and Year Ended December 31,
|
(Unaudited - in
millions except share and per share data)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
4th Q
Ended
|
|
4th Q
Ended
|
|
Year
Ended
|
|
Year
Ended
|
Corporate
Segment
|
|
|
|
|
|
|
|
Dec 31,
2023
|
|
Dec 31,
2022
|
|
Dec 31,
2023
|
|
Dec 31,
2022
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Revenues from
consolidated clean coal facilities
|
|
|
|
|
|
$
-
|
|
$
-
|
|
$
-
|
|
$
22.3
|
Royalty income from
clean coal licenses
|
|
|
|
|
|
|
-
|
|
-
|
|
-
|
|
0.7
|
Other income
|
|
|
|
|
|
|
|
1.2
|
|
0.3
|
|
1.7
|
|
0.7
|
|
Total
revenues
|
|
|
|
|
|
|
|
1.2
|
|
0.3
|
|
1.7
|
|
23.7
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Cost of revenues from
consolidated clean coal facilities
|
|
|
|
|
|
-
|
|
-
|
|
-
|
|
22.9
|
Compensation
|
|
|
|
|
|
|
|
43.8
|
|
33.8
|
|
135.3
|
|
110.2
|
Operating
|
|
|
|
|
|
|
|
53.2
|
|
25.8
|
|
160.0
|
|
57.1
|
Interest
|
|
|
|
|
|
|
|
78.2
|
|
64.0
|
|
296.7
|
|
256.9
|
Depreciation
|
|
|
|
|
|
|
|
1.3
|
|
0.7
|
|
4.9
|
|
3.3
|
|
Expenses
|
|
|
|
|
|
|
|
176.5
|
|
124.3
|
|
596.9
|
|
450.4
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Loss before income
taxes
|
|
|
|
|
|
|
|
(175.3)
|
|
(124.0)
|
|
(595.2)
|
|
(426.7)
|
Benefit for income
taxes
|
|
|
|
|
|
|
|
(68.6)
|
|
(79.8)
|
|
(237.8)
|
|
(225.1)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net loss
|
|
|
|
|
|
|
|
(106.7)
|
|
(44.2)
|
|
(357.4)
|
|
(201.6)
|
Net loss attributable
to noncontrolling interests
|
|
|
|
|
|
(7.8)
|
|
(1.1)
|
|
(9.8)
|
|
(2.6)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net loss
attributable to controlling interests
|
|
|
|
|
|
$
(98.9)
|
|
$
(43.1)
|
|
$
(347.6)
|
|
$
(199.0)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
EBITDAC
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net loss
|
|
|
|
|
|
|
|
$
(106.7)
|
|
$
(44.2)
|
|
$
(357.4)
|
|
$
(201.6)
|
Benefit for income
taxes
|
|
|
|
|
|
|
|
(68.6)
|
|
(79.8)
|
|
(237.8)
|
|
(225.1)
|
Interest
|
|
|
|
|
|
|
|
78.2
|
|
64.0
|
|
296.7
|
|
256.9
|
Depreciation
|
|
|
|
|
|
|
|
1.3
|
|
0.7
|
|
4.9
|
|
3.3
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
EBITDAC
|
|
|
|
|
|
|
|
$
(95.8)
|
|
$
(59.3)
|
|
$
(293.6)
|
|
$
(166.5)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
4th Q
Ended
|
|
4th Q
Ended
|
|
Year
Ended
|
|
Year
Ended
|
Total
Company
|
|
|
|
|
|
|
|
Dec 31,
2023
|
|
Dec 31,
2022
|
|
Dec 31,
2023
|
|
Dec 31,
2022
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Commissions
|
|
|
|
|
|
|
|
$
1,326.0
|
|
$
1,152.8
|
|
$
5,865.0
|
|
$
5,187.4
|
Fees
|
|
|
|
|
|
|
|
802.4
|
|
654.6
|
|
3,144.7
|
|
2,567.7
|
Supplemental
revenues
|
|
|
|
|
|
|
|
90.6
|
|
80.0
|
|
314.2
|
|
284.7
|
Contingent
revenues
|
|
|
|
|
|
|
|
55.4
|
|
40.2
|
|
235.3
|
|
207.3
|
Interest income,
premium finance revenues and other income
|
|
|
|
118.7
|
|
67.6
|
|
367.3
|
|
150.0
|
Revenues from clean
coal activities
|
|
|
|
|
|
|
|
-
|
|
-
|
|
-
|
|
23.0
|
|
Revenues before
reimbursements
|
|
|
|
|
|
|
|
2,393.1
|
|
1,995.2
|
|
9,926.5
|
|
8,420.1
|
Reimbursements
|
|
|
|
|
|
|
|
38.8
|
|
33.1
|
|
145.4
|
|
130.5
|
|
Total
revenues
|
|
|
|
|
|
|
|
2,431.9
|
|
2,028.3
|
|
10,071.9
|
|
8,550.6
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Compensation
|
|
|
|
|
|
|
|
1,428.2
|
|
1,174.9
|
|
5,681.2
|
|
4,799.8
|
Operating
|
|
|
|
|
|
|
|
450.6
|
|
368.2
|
|
1,689.7
|
|
1,330.9
|
Reimbursements
|
|
|
|
|
|
|
|
38.8
|
|
33.1
|
|
145.4
|
|
130.5
|
Cost of revenues from
clean coal activities
|
|
|
|
|
|
-
|
|
-
|
|
-
|
|
22.9
|
Interest
|
|
|
|
|
|
|
|
78.2
|
|
64.0
|
|
296.7
|
|
256.9
|
Depreciation
|
|
|
|
|
|
|
|
43.7
|
|
36.6
|
|
165.2
|
|
144.7
|
Amortization
|
|
|
|
|
|
|
|
146.0
|
|
117.4
|
|
531.3
|
|
454.9
|
Change in estimated
acquisition earnout payables
|
|
|
|
|
|
328.6
|
|
112.1
|
|
377.3
|
|
83.0
|
|
Expenses
|
|
|
|
|
|
|
|
2,514.1
|
|
1,906.3
|
|
8,886.8
|
|
7,223.6
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Earnings (loss) before
income taxes
|
|
|
|
|
|
|
|
(82.2)
|
|
122.0
|
|
1,185.1
|
|
1,327.0
|
Provision (benefit) for
income taxes
|
|
|
|
|
|
|
|
(42.6)
|
|
(13.5)
|
|
219.1
|
|
211.0
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net earnings
(loss)
|
|
|
|
|
|
|
|
(39.6)
|
|
135.5
|
|
966.0
|
|
1,116.0
|
Net earnings (loss)
attributable to noncontrolling interests
|
|
|
|
|
|
(7.4)
|
|
-
|
|
(3.5)
|
|
1.8
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net earnings (loss)
attributable to controlling interests
|
|
|
|
|
$
(32.2)
|
|
$
135.5
|
|
$
969.5
|
|
$
1,114.2
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Diluted net earnings
(loss) per share
|
|
|
|
|
|
|
|
$
(0.15)
|
|
$
0.63
|
|
$
4.42
|
|
$
5.19
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Dividends declared per
share
|
|
|
|
|
|
|
|
$
0.55
|
|
$
0.51
|
|
$
2.20
|
|
$
2.04
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
EBITDAC
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net earnings
(loss)
|
|
|
|
|
|
|
|
$
(39.6)
|
|
$
135.5
|
|
$
966.0
|
|
$
1,116.0
|
Provision (benefit) for
income taxes
|
|
|
|
|
|
|
|
(42.6)
|
|
(13.5)
|
|
219.1
|
|
211.0
|
Interest
|
|
|
|
|
|
|
|
78.2
|
|
64.0
|
|
296.7
|
|
256.9
|
Depreciation
|
|
|
|
|
|
|
|
43.7
|
|
36.6
|
|
165.2
|
|
144.7
|
Amortization
|
|
|
|
|
|
|
|
146.0
|
|
117.4
|
|
531.3
|
|
454.9
|
Change in estimated
acquisition earnout payables
|
|
|
|
|
|
328.6
|
|
112.1
|
|
377.3
|
|
83.0
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
EBITDAC
|
|
|
|
|
|
|
|
$
514.3
|
|
$
452.1
|
|
$
2,555.6
|
|
$
2,266.5
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
See "Information
Regarding Non-GAAP Measures" beginning on page 9 of 15.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(13 of 15)
|
Arthur J. Gallagher
& Co.
|
Consolidated Balance
Sheet
|
(Unaudited - in
millions except per share data)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Dec 31,
2023
|
|
Dec 31, 2022
*
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Cash and cash
equivalents
|
|
|
|
|
|
|
|
|
|
|
|
$
971.5
|
|
$
738.4
|
Fiduciary
assets
|
|
|
|
|
|
|
|
|
|
|
|
26,907.9
|
|
18,236.7
|
Accounts receivable,
net
|
|
|
|
|
|
|
|
|
|
|
|
3,786.6
|
|
2,911.1
|
Other current
assets
|
|
|
|
|
|
|
|
|
|
|
|
450.1
|
|
399.0
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total current
assets
|
|
|
|
|
|
|
|
|
|
|
|
32,116.1
|
|
22,285.2
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Fixed assets -
net
|
|
|
|
|
|
|
|
|
|
|
|
726.4
|
|
576.2
|
Deferred income taxes
(includes tax credit carryforwards of $867.4 in 2023 and $772.7 in
2022)
|
|
|
|
|
|
|
|
|
|
|
|
1,132.3
|
|
1,299.0
|
Other noncurrent
assets
|
|
|
|
|
|
|
|
|
|
|
|
1,131.8
|
|
989.8
|
Right-of-use
assets
|
|
|
|
|
|
|
|
|
|
|
|
400.3
|
|
346.7
|
Goodwill
|
|
|
|
|
|
|
|
|
|
|
|
11,475.6
|
|
9,489.4
|
Amortizable intangible
assets - net
|
|
|
|
|
|
|
|
|
|
|
|
4,633.3
|
|
3,372.1
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total assets
|
|
|
|
|
|
|
|
|
|
|
|
$
51,615.8
|
|
$
38,358.4
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Fiduciary
liabilities
|
|
|
|
|
|
|
|
|
|
|
|
$
26,907.9
|
|
$
18,236.7
|
Accrued compensation
and other current liabilities
|
|
|
|
|
|
|
|
|
|
|
|
2,553.1
|
|
2,003.3
|
Deferred revenue -
current
|
|
|
|
|
|
|
|
|
|
|
|
644.7
|
|
546.7
|
Premium financing
debt
|
|
|
|
|
|
|
|
|
|
|
|
289.0
|
|
241.9
|
Corporate related
borrowings - current
|
|
|
|
|
|
|
|
|
|
|
|
670.0
|
|
310.0
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total current
liabilities
|
|
|
|
|
|
|
|
|
|
|
|
31,064.7
|
|
21,338.6
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Corporate related
borrowings - noncurrent
|
|
|
|
|
|
|
|
|
|
|
|
7,006.0
|
|
5,562.8
|
Deferred revenue -
noncurrent
|
|
|
|
|
|
|
|
|
|
|
|
61.5
|
|
62.6
|
Lease liabilities -
noncurrent
|
|
|
|
|
|
|
|
|
|
|
|
352.2
|
|
300.4
|
Other noncurrent
liabilities
|
|
|
|
|
|
|
|
|
|
|
|
2,316.1
|
|
1,903.8
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total
liabilities
|
|
|
|
|
|
|
|
|
|
|
|
40,800.5
|
|
29,168.2
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Stockholders'
equity:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Common stock - issued
and outstanding
|
|
|
|
|
|
|
|
|
|
|
|
216.7
|
|
211.9
|
Capital in excess of
par value
|
|
|
|
|
|
|
|
|
|
|
|
7,297.8
|
|
6,509.9
|
Retained
earnings
|
|
|
|
|
|
|
|
|
|
|
|
4,052.9
|
|
3,562.2
|
Accumulated other
comprehensive loss
|
|
|
|
|
|
|
|
|
|
|
|
(792.1)
|
|
(1,140.4)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total controlling
interests stockholders' equity
|
|
|
|
|
|
|
|
|
|
10,775.3
|
|
9,143.6
|
Noncontrolling
interests
|
|
|
|
|
|
|
|
|
|
|
|
40.0
|
|
46.6
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total stockholders'
equity
|
|
|
|
|
|
|
|
|
|
|
|
10,815.3
|
|
9,190.2
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total liabilities and
stockholders' equity
|
|
|
|
|
|
|
|
|
|
$
51,615.8
|
|
$
38,358.4
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
* The December 31, 2022
balance sheet was revised for a change in presentation made in
first quarter 2023 related to the reclassification of fiduciary
assets and liabilities.
|
|
See page 8 of 15 for
additional information.
|
|
|
|
|
|
|
|
|
|
|
|
|
Arthur J. Gallagher
& Co.
|
Other
Information
|
(Unaudited - data is
rounded where indicated)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
4th Q
Ended
|
|
4th Q
Ended
|
|
Year
Ended
|
|
Year
Ended
|
OTHER
INFORMATION
|
|
|
|
Dec 31,
2023
|
|
Dec 31,
2022
|
|
Dec 31,
2023
|
|
Dec 31,
2022
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Basic weighted average
shares outstanding (000s)
|
|
|
|
|
|
216,326
|
|
211,411
|
|
214,934
|
|
210,331
|
Diluted weighted
average shares outstanding (000s)
|
|
|
|
|
|
221,104
|
|
215,831
|
|
219,358
|
|
214,667
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Number of common shares
outstanding at end of period (000s)
|
|
|
|
|
|
|
|
216,686
|
|
211,914
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Workforce at end of
period (includes acquisitions):
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Brokerage
|
|
|
|
|
|
|
|
|
|
|
|
39,337
|
|
32,679
|
|
Risk
Management
|
|
|
|
|
|
|
|
|
|
|
|
9,747
|
|
8,430
|
|
Total
Company
|
|
|
|
|
|
|
|
|
|
|
|
52,118
|
|
43,640
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Reconciliation of
Non-GAAP Measures - Pre-tax Earnings and Diluted Net Earnings per
Share (Unaudited)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(Unaudited - in
millions except share and per share data)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net
Earnings
|
|
Net
Earnings
|
|
|
|
|
|
|
|
Earnings
|
|
Provision
|
|
|
|
(Loss)
|
|
(Loss)
|
|
Diluted
Net
|
|
|
|
|
|
(Loss)
|
|
(Benefit)
|
|
|
|
Attributable
to
|
|
Attributable
to
|
|
Earnings
|
|
|
|
|
|
Before
Income
|
|
for
Income
|
|
Net
Earnings
|
|
Noncontrolling
|
|
Controlling
|
|
(Loss)
|
|
|
|
|
|
Taxes
|
|
Taxes
|
|
(Loss)
|
|
Interests
|
|
Interests
|
|
per
Share
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
4th Q Ended December
31, 2023
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Brokerage, as
reported
|
|
|
|
$
35.6
|
|
$
10.8
|
|
$
24.8
|
|
$
0.4
|
|
$
24.4
|
|
$
0.11
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net gains on
divestitures
|
|
|
|
(4.0)
|
|
(1.0)
|
|
(3.0)
|
|
-
|
|
(3.0)
|
|
(0.02)
|
Acquisition
integration
|
|
|
|
67.3
|
|
16.7
|
|
50.6
|
|
-
|
|
50.6
|
|
0.23
|
Workforce and lease
termination
|
|
|
|
9.5
|
|
2.4
|
|
7.1
|
|
-
|
|
7.1
|
|
0.03
|
Acquisition related
adjustments
|
|
|
|
343.9
|
|
85.7
|
|
258.2
|
|
-
|
|
258.2
|
|
1.17
|
Amortization of
intangible assets
|
|
|
|
142.8
|
|
35.4
|
|
107.4
|
|
-
|
|
107.4
|
|
0.49
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Brokerage, as
adjusted
|
|
|
|
$
595.1
|
|
$
150.0
|
|
$
445.1
|
|
$
0.4
|
|
$
444.7
|
|
$
2.01
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Risk Management, as
reported
|
|
|
|
$
57.5
|
|
$
15.2
|
|
$
42.3
|
|
$
-
|
|
$
42.3
|
|
$
0.19
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net gains on
divestitures
|
|
|
|
(0.1)
|
|
-
|
|
(0.1)
|
|
-
|
|
(0.1)
|
|
-
|
Acquisition
integration
|
|
|
|
0.2
|
|
-
|
|
0.2
|
|
-
|
|
0.2
|
|
-
|
Workforce and lease
termination
|
|
|
|
1.0
|
|
0.2
|
|
0.8
|
|
-
|
|
0.8
|
|
-
|
Acquisition related
adjustments
|
|
|
|
0.2
|
|
0.1
|
|
0.1
|
|
-
|
|
0.1
|
|
-
|
Amortization of
intangible assets
|
|
|
|
3.2
|
|
0.9
|
|
2.3
|
|
-
|
|
2.3
|
|
0.02
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Risk Management, as
adjusted
|
|
|
|
$
62.0
|
|
$
16.4
|
|
$
45.6
|
|
$
-
|
|
$
45.6
|
|
$
0.21
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Corporate, as
reported
|
|
|
|
$
(175.3)
|
|
$
(68.6)
|
|
$
(106.7)
|
|
$
(7.8)
|
|
$
(98.9)
|
|
$
(0.45)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Transaction-related
costs
|
|
|
|
12.4
|
|
2.3
|
|
10.1
|
|
-
|
|
10.1
|
|
0.05
|
Legal and tax
related
|
|
|
|
22.0
|
|
18.6
|
|
3.4
|
|
-
|
|
3.4
|
|
0.02
|
Clean energy
related
|
|
|
|
12.0
|
|
1.1
|
|
10.9
|
|
7.6
|
|
3.3
|
|
0.01
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Corporate, as
adjusted
|
|
|
|
$
(128.9)
|
|
$
(46.6)
|
|
$
(82.3)
|
|
$
(0.2)
|
|
$
(82.1)
|
|
$
(0.37)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
See "Information
Regarding Non-GAAP Measures" beginning on page 9 of 15.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(14 of 15)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Reconciliation of
Non-GAAP Measures - Pre-tax Earnings and Diluted Net Earnings per
Share (Unaudited) - Continued
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(Unaudited - in
millions except share and per share data)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net
Earnings
|
|
Net
Earnings
|
|
|
|
|
|
|
|
Earnings
|
|
Provision
|
|
|
|
(Loss)
|
|
(Loss)
|
|
Diluted
Net
|
|
|
|
|
|
(Loss)
|
|
(Benefit)
|
|
|
|
Attributable
to
|
|
Attributable
to
|
|
Earnings
|
|
|
|
|
|
Before
Income
|
|
for
Income
|
|
Net
Earnings
|
|
Noncontrolling
|
|
Controlling
|
|
(Loss)
|
|
|
|
|
|
Taxes
|
|
Taxes
|
|
(Loss)
|
|
Interests
|
|
Interests
|
|
per
Share
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
4th Q Ended December
31, 2022
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Brokerage, as
reported
|
|
|
|
$
196.5
|
|
$
53.2
|
|
$
143.3
|
|
$
1.1
|
|
$
142.2
|
|
$
0.66
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net gains on
divestitures
|
|
|
|
(9.2)
|
|
(2.2)
|
|
(7.0)
|
|
-
|
|
(7.0)
|
|
(0.03)
|
Acquisition
integration
|
|
|
|
45.6
|
|
10.9
|
|
34.7
|
|
-
|
|
34.7
|
|
0.16
|
Workforce and lease
termination
|
|
|
|
27.8
|
|
6.7
|
|
21.1
|
|
-
|
|
21.1
|
|
0.10
|
Acquisition related
adjustments
|
|
|
|
109.4
|
|
26.2
|
|
83.2
|
|
-
|
|
83.2
|
|
0.39
|
Amortization of
intangible assets
|
|
|
|
115.9
|
|
27.7
|
|
88.2
|
|
-
|
|
88.2
|
|
0.40
|
Effective income tax
rate impact
|
|
|
|
-
|
|
7.0
|
|
(7.0)
|
|
-
|
|
(7.0)
|
|
(0.03)
|
Levelized foreign
currency translation
|
|
|
|
1.1
|
|
0.3
|
|
0.8
|
|
-
|
|
0.8
|
|
-
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Brokerage, as
adjusted
|
|
|
|
$
487.1
|
|
$
129.8
|
|
$
357.3
|
|
$
1.1
|
|
$
356.2
|
|
$
1.65
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Risk Management, as
reported
|
|
|
|
$
49.5
|
|
$
13.1
|
|
$
36.4
|
|
$
-
|
|
$
36.4
|
|
$
0.17
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net gains on
divestitures
|
|
|
|
(0.9)
|
|
(0.3)
|
|
(0.6)
|
|
-
|
|
(0.6)
|
|
-
|
Workforce and lease
termination
|
|
|
|
2.8
|
|
0.8
|
|
2.0
|
|
-
|
|
2.0
|
|
0.01
|
Acquisition related
adjustments
|
|
|
|
(6.3)
|
|
(1.7)
|
|
(4.6)
|
|
-
|
|
(4.6)
|
|
(0.02)
|
Amortization of
intangible assets
|
|
|
|
1.5
|
|
0.4
|
|
1.1
|
|
-
|
|
1.1
|
|
-
|
Levelized foreign
currency translation
|
|
|
|
0.3
|
|
-
|
|
0.3
|
|
-
|
|
0.3
|
|
-
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Risk Management, as
adjusted
|
|
|
|
$
46.9
|
|
$
12.3
|
|
$
34.6
|
|
$
-
|
|
$
34.6
|
|
$
0.16
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Corporate, as
reported
|
|
|
|
$
(124.0)
|
|
$
(79.8)
|
|
$
(44.2)
|
|
$
(1.1)
|
|
$
(43.1)
|
|
$
(0.20)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Transaction-related
costs
|
|
|
|
5.7
|
|
0.6
|
|
5.1
|
|
-
|
|
5.1
|
|
0.02
|
Income tax
related
|
|
|
|
(5.0)
|
|
26.2
|
|
(31.2)
|
|
-
|
|
(31.2)
|
|
(0.14)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Corporate, as
adjusted
|
|
|
|
$
(123.3)
|
|
$
(53.0)
|
|
$
(70.3)
|
|
$
(1.1)
|
|
$
(69.2)
|
|
$
(0.32)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net
Earnings
|
|
Net
Earnings
|
|
|
|
|
|
|
|
Earnings
|
|
Provision
|
|
|
|
(Loss)
|
|
(Loss)
|
|
Diluted
Net
|
|
|
|
|
|
(Loss)
|
|
(Benefit)
|
|
|
|
Attributable
to
|
|
Attributable
to
|
|
Earnings
|
|
|
|
|
|
Before
Income
|
|
for
Income
|
|
Net
Earnings
|
|
Noncontrolling
|
|
Controlling
|
|
(Loss)
|
|
|
|
|
|
Taxes
|
|
Taxes
|
|
(Loss)
|
|
Interests
|
|
Interests
|
|
per
Share
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Year Ended December
31, 2023
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Brokerage, as
reported
|
|
|
|
$
1,571.0
|
|
$
401.6
|
|
$
1,169.4
|
|
$
6.3
|
|
$
1,163.1
|
|
$
5.30
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net gains on
divestitures
|
|
|
|
(9.6)
|
|
(2.4)
|
|
(7.2)
|
|
-
|
|
(7.2)
|
|
(0.03)
|
Acquisition
integration
|
|
|
|
243.7
|
|
59.2
|
|
184.5
|
|
-
|
|
184.5
|
|
0.84
|
Workforce and lease
termination
|
|
|
|
63.8
|
|
15.8
|
|
48.0
|
|
-
|
|
48.0
|
|
0.22
|
Acquisition related
adjustments
|
|
|
|
370.5
|
|
91.7
|
|
278.8
|
|
-
|
|
278.8
|
|
1.27
|
Amortization of
intangible assets
|
|
|
|
523.6
|
|
131.3
|
|
392.3
|
|
-
|
|
392.3
|
|
1.79
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Brokerage, as
adjusted
|
|
|
|
$
2,763.0
|
|
$
697.2
|
|
$
2,065.8
|
|
$
6.3
|
|
$
2,059.5
|
|
$
9.39
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Risk Management, as
reported
|
|
|
|
$
209.3
|
|
$
55.3
|
|
$
154.0
|
|
$
-
|
|
$
154.0
|
|
$
0.70
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net gains on
divestitures
|
|
|
|
(0.4)
|
|
(0.1)
|
|
(0.3)
|
|
-
|
|
(0.3)
|
|
-
|
Acquisition
integration
|
|
|
|
1.0
|
|
0.3
|
|
0.7
|
|
-
|
|
0.7
|
|
-
|
Workforce and lease
termination
|
|
|
|
3.4
|
|
0.9
|
|
2.5
|
|
-
|
|
2.5
|
|
0.01
|
Acquisition related
adjustments
|
|
|
|
0.5
|
|
0.1
|
|
0.4
|
|
-
|
|
0.4
|
|
-
|
Amortization of
intangible assets
|
|
|
|
7.7
|
|
2.1
|
|
5.6
|
|
-
|
|
5.6
|
|
0.03
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Risk Management, as
adjusted
|
|
|
|
$
221.5
|
|
$
58.6
|
|
$
162.9
|
|
$
-
|
|
$
162.9
|
|
$
0.74
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Corporate, as
reported
|
|
|
|
$
(595.2)
|
|
$
(237.8)
|
|
$
(357.4)
|
|
$
(9.8)
|
|
$
(347.6)
|
|
$
(1.58)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Transaction-related
costs
|
|
|
|
22.6
|
|
4.9
|
|
17.7
|
|
-
|
|
17.7
|
|
0.08
|
Legal and tax
related
|
|
|
|
48.0
|
|
21.8
|
|
26.2
|
|
-
|
|
26.2
|
|
0.12
|
Clean energy
related
|
|
|
|
12.0
|
|
1.1
|
|
10.9
|
|
7.6
|
|
3.3
|
|
0.01
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Corporate, as
adjusted
|
|
|
|
$
(512.6)
|
|
$
(210.0)
|
|
$
(302.6)
|
|
$
(2.2)
|
|
$
(300.4)
|
|
$
(1.37)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net
Earnings
|
|
Net
Earnings
|
|
|
|
|
|
|
|
Earnings
|
|
Provision
|
|
|
|
(Loss)
|
|
(Loss)
|
|
Diluted
Net
|
|
|
|
|
|
(Loss)
|
|
(Benefit)
|
|
|
|
Attributable
to
|
|
Attributable
to
|
|
Earnings
|
|
|
|
|
|
Before
Income
|
|
for
Income
|
|
Net
Earnings
|
|
Noncontrolling
|
|
Controlling
|
|
(Loss)
|
|
|
|
|
|
Taxes
|
|
Taxes
|
|
(Loss)
|
|
Interests
|
|
Interests
|
|
per
Share
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Year Ended December
31, 2022
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Brokerage, as
reported
|
|
|
|
$
1,596.5
|
|
$
394.7
|
|
$
1,201.8
|
|
$
4.4
|
|
$
1,197.4
|
|
$
5.58
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net gains on
divestitures
|
|
|
|
(12.1)
|
|
(2.6)
|
|
(9.5)
|
|
-
|
|
(9.5)
|
|
(0.05)
|
Acquisition
integration
|
|
|
|
167.9
|
|
35.2
|
|
132.7
|
|
-
|
|
132.7
|
|
0.62
|
Workforce and lease
termination
|
|
|
|
51.4
|
|
11.2
|
|
40.2
|
|
-
|
|
40.2
|
|
0.19
|
Acquisition related
adjustments
|
|
|
|
77.0
|
|
21.0
|
|
56.0
|
|
-
|
|
56.0
|
|
0.26
|
Amortization of
intangible assets
|
|
|
|
448.7
|
|
106.4
|
|
342.3
|
|
-
|
|
342.3
|
|
1.59
|
Effective income tax
rate impact
|
|
|
|
-
|
|
27.3
|
|
(27.3)
|
|
-
|
|
(27.3)
|
|
(0.13)
|
Levelized foreign
currency translation
|
|
|
|
(19.1)
|
|
(5.3)
|
|
(13.8)
|
|
-
|
|
(13.8)
|
|
(0.06)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Brokerage, as
adjusted
|
|
|
|
$
2,310.3
|
|
$
587.9
|
|
$
1,722.4
|
|
$
4.4
|
|
$
1,718.0
|
|
$
8.00
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Risk Management, as
reported
|
|
|
|
$
157.2
|
|
$
41.4
|
|
$
115.8
|
|
$
-
|
|
$
115.8
|
|
$
0.54
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net gains on
divestitures
|
|
|
|
(0.9)
|
|
(0.3)
|
|
(0.6)
|
|
-
|
|
(0.6)
|
|
-
|
Acquisition
integration
|
|
|
|
1.8
|
|
0.4
|
|
1.4
|
|
-
|
|
1.4
|
|
0.01
|
Workforce and lease
termination
|
|
|
|
6.5
|
|
1.7
|
|
4.8
|
|
-
|
|
4.8
|
|
0.02
|
Acquisition related
adjustments
|
|
|
|
(7.8)
|
|
(2.0)
|
|
(5.8)
|
|
-
|
|
(5.8)
|
|
(0.03)
|
Amortization of
intangible assets
|
|
|
|
6.2
|
|
1.6
|
|
4.6
|
|
-
|
|
4.6
|
|
0.02
|
Levelized foreign
currency translation
|
|
|
|
(0.6)
|
|
0.1
|
|
(0.7)
|
|
-
|
|
(0.7)
|
|
-
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Risk Management, as
adjusted
|
|
|
|
$
162.4
|
|
$
43.0
|
|
$
119.4
|
|
$
-
|
|
$
119.4
|
|
$
0.56
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Corporate, as
reported
|
|
|
|
$
(426.7)
|
|
$
(225.1)
|
|
$
(201.6)
|
|
$
(2.6)
|
|
$
(199.0)
|
|
$
(0.93)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Transaction-related
costs
|
|
|
|
33.4
|
|
2.7
|
|
30.7
|
|
-
|
|
30.7
|
|
0.14
|
Income tax
related
|
|
|
|
(5.0)
|
|
45.2
|
|
(50.2)
|
|
-
|
|
(50.2)
|
|
(0.23)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Corporate, as
adjusted
|
|
|
|
$
(398.3)
|
|
$
(177.2)
|
|
$
(221.1)
|
|
$
(2.6)
|
|
$
(218.5)
|
|
$
(1.02)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
See "Information
Regarding Non-GAAP Measures" on page 9 of 15.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Contact:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Ray Iardella
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Vice President -
Investor Relations
|
|
|
|
|
|
|
|
|
|
|
630-285-3661 or
ray_iardella@ajg.com
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(15 of 15)
View original content to download
multimedia:https://www.prnewswire.com/news-releases/arthur-j-gallagher--co-announces-fourth-quarter-and-full-year-2023-financial-results-302045158.html
SOURCE Arthur J. Gallagher &
Co.